MTY Food Group Inc. · TSX:MTY
MTY Food — Merger or Acquisition (December 2017)
15 slides from MTY Food's merger presentation, Dec 12, 2017
Slide 1: Combination of MTY Food Group Inc. and Imvescor Restaurant Group Inc.
Combination of MTY Food Group Inc. and Imvescor Restaurant Group Inc. Creation of a Leading North American Diversified Restaurant Franchisor December 12, 2017
Slide 2: Legal Disclaimer
Legal Disclaimer This presentation may contain written and oral statements that constitute forward-looking statements. These forward-looking statements may involve, but are not limited to, comments with respect to our business or financial objectives, our strategies or future actions, our targets, e
Slide 3: Agenda
Agenda 1. Transaction Rationale 2. Transaction Details 3. Conclusion
Slide 4: 1. Transaction Rationale
1. Transaction Rationale 2. Transaction Details 3. Conclusion
Slide 5: Leading Restaurant Franchisor
Leading Restaurant Franchisor Pro Forma # of Locations(1) 5,531 262 >5,700 # of Franchised Locations(1) # of Brands/Concepts(1) 5,454 70 + 255 5 = >5,700 75 LTM System Sales(2) ~$2.5 B ~$416 M ~$2.9 B Combination of two highly scalable portfolios of brands and complementary know-how will accelerate
Slide 6: Highly Complementary Acquisition
Highly Complementary Acquisition Leading Brands in their Segments and Markets Successfully Implemented Value-Creating Initiatives • Rejuvenated and well-known brands • Optimized menu and increased quality of food • Focused on “right experience”, at “right price” • Restaurant rejuvenation plan that h
Slide 7: Enhanced Business Diversification
Enhanced Business Diversification • More than doubles exposure to the family/casual restaurant market segment Pro Forma • 7% of locations vs 3% pre acquisition • 22% of System Sales vs 10% pre acquisition • Exposure to different market drivers 2% • Reduces mall exposure # of Locations 97% 5,531 3% 9
Slide 8: Track Record of Value Creation
Track Record of Value Creation MTY’s Share Price Performance Share Price (C$) $60.00 Acquired and integrated over 55 brands $50.00 during the past 15 years $40.00 $30.00 $20.00 $10.00 $0.00 Dec-02 Dec-05 Dec-08 Dec-11 Dec-14 Dec-17 MTY has a proven track record of value creation for its shareholders
Slide 9: Significant Synergy Potential
Significant Synergy Potential • Transaction to generate significant synergies • Mostly from shared services, public costs savings and increased purchasing power • Expected to be realized within the first full year post closing • Potential for additional top-line synergies; not included in the initia
Slide 10: 2. Transaction Details
1. Transaction Rationale 2. Transaction Details 3. Conclusion
Slide 11: Transaction Details
Transaction Details • Acquisition of 100% of Imvescor’s shares for equity consideration of $248 million Transaction / • Implied EV / LTM EBITDA multiples(1) of 13.2x and 10.6x adjusted for synergies Consideration • Shareholders to receive $4.10 for each IRG share: (i) $0.8259 in cash and (ii) 0.0626
Slide 12: Benefits to Imvescor Shareholders
Benefits to Imvescor Shareholders ✓ Immediate value from $50 million in cash ✓ Opportunity to participate in future upside ✓ Tax free rollover in a more liquid investment vehicle ✓ More stable and diversified exposure to the restaurant sector Special meeting of Imvescor shareholders expected to be h
Slide 13: 3. Conclusion
1. Transaction Rationale 2. Transaction Details 3. Conclusion
Slide 14: Compelling Business Combination
Compelling Business Combination ✓ Creation of a leading North American diversified restaurant franchisor ✓ Highly complementary acquisition that provides further business diversification ✓ MTY’s established value creation track record with past acquisitions ✓ Significant expected synergies ✓ Immedia
Slide 15: 2015 Investors relations
2015 Investors relations Recent Highlights Q1 2015 M&A Company Profile Key Metrics KSF Positioning Financial Info Overview Revenues EBITDA Income & EPS Industry Outlook Growth Strategy Why MTY? Questions
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