Aryzta Ag · SIX:ARYN
Aryzta — Merger or Acquisition (June 2008)
48 slides from Aryzta's merger presentation, Jun 9, 2008
Slide 1: Creating the Global Leader in Value Added Baked Goods
The International Lifestyle Foods Company Creating the Global Leader in Value Added Baked Goods 9th June 2008
Slide 2: Disclaimer
Disclaimer This presentation contains forward looking statements which reflect Management’s current views and estimates. The forward looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those contained in the forward looking statements.
Slide 3: Agenda
Agenda • Introducing ARYZTA • Strategic Overview • Transaction Structure • Financial Information • Highlights ARYZTA is currently incorporated as Anphi Holding AG and is in the process of changing its name to ARYZTA 3
Slide 4: ARYZTA - The Company
ARYZTA - The Company • A global leader in value added bakery • Focused on leading innovation, technology and brands • Incorporated in Switzerland with dual primary listings on ISE and SWX • Revenues* of €2.3bn (CHF 3.8bn)** and EBITA* of €213m (CHF 343m)** • 8,000+ Employees • 200,000+ customers wit
Slide 5: Proposed Transaction Structure
Proposed Transaction Structure 2. Share exchange 3. Merger 5 1. Agreed acquisition from Lion Capital
Slide 6: Highly Complementary Businesses
Highly Complementary Businesses • Operating in the value added bakery segment – focus on innovative product development • Delivery through foodservice and retail channels – in partnership with an extensive Foodservice network of customers and Retail channels • Intellectual property in manufacturing
Slide 7: Extended Scale & Reach - Access to Over 750m Consumers Across 4 Continents
Extended Scale & Reach - Access to Over 750m Consumers Across 4 Continents IAWS, incl JV Hiestand IAWS Food North America* IAWS Food Europe* Hiestand market** No. of consumers 336m No. of consumers 126m No. of consumers 310m GDP per capita €28.9k GDP per capita €29.9k GDP per capita €21k GDP €9.7 tr
Slide 8: Corporate Governance
Corporate Governance • All Directors of Hiestand and IAWS to join the board of ARYZTA • Lyndon Lea, founding partner of Lion Capital to join the board of ARYZTA • All executive teams remain intact • Urs Jordi continues as CEO of Hiestand International • ARYZTA’s reporting currency will be in Euro (€
Slide 9: Strategic Overview
The International Lifestyle Foods Company Strategic Overview
Slide 10: Market Context in which ARYZTA Operates
Market Context in which ARYZTA Operates Global Value Added Bakery Market - €30bn ROTW 6% €1.8bn Asia Pacific 17% €5.1bn Europe 47% €14.1bn North America 30% €9bn 10 Based on IAWS interpretations of market research reports produced by GIRA and Euromonitor 2007
Slide 11: Value Added Bakery is Growing & Displacing Traditional Bakery
Value Added Bakery is Growing & Displacing Traditional Bakery 35 12% 30 10% 25 8% 20 6% € Per Head 10 Year CAGR Per Annum 15 Value Added Bakery 4% 10 5 2% 0 0% Europe USA Asia Pacific Middle East 11 Based on IAWS interpretations of market research reports produced by GIRA and Euromonitor 2007
Slide 12: Market Size
Market Size 3500 Markets in which ARYZTA will operate 3000 IAWS Foods 2500 Hiestand '000s T o n n es 2000 1500 1000 500 0 Asia N o rd ic A u stria UK Italy S p ain RO T W N. Am erica F ran ce G erm an y Neth erlan d s Irelan d Belg iu m S w itz erlan d 12 Based on IAWS interpretations of market rese
Slide 13: Our Core Categories
Our Core Categories Speciality Bread, Viennoiserie & Patisserie Delicatessen, Baked Goods & Beverage 13
Slide 14: Our Customer Channels
Our Customer Channels Restaurants & Cafes Convenience Retailing Catering Servicing over 200,000 customers in different retail and foodservice channels The Consumer Hotels & Leisure Multiple Retail Forecourts 14
Slide 15: Relevance to Customers and Consumers
Relevance to Customers and Consumers • ‘Always fresh’ and convenient offering • Superior product and concept development • Efficient model – Minimise waste – Minimise labour – Maximise return on real estate 15
Slide 16: Unique Value Added Business Model
Unique Value Added Business Model Cumulative Value Added People & Technology Delivery & Execution Manufacture Primary Sourcing Business Process 16
Slide 17: Synergy – Shared Intellectual Property & Know-How
Synergy – Shared Intellectual Property & Know-How • Manufacturing & Operations – Technology and innovation – Capacity utilisation – 111 DSD facilities • Sales & Marketing – Global consumer insights – Brand leverage – Global customer focus • Corporate – One public company – Strategic direction – Indu
Slide 18: Significant Cross Selling Opportunities
Significant Cross Selling Opportunities IAWS Hiestand Proximity Markets 18
Slide 19: Delivering Synergy Benefits
Delivering Synergy Benefits 19
Slide 20: Transaction Structure
The International Lifestyle Foods Company Transaction Structure
Slide 21: Proposed Transaction Structure
Proposed Transaction Structure • IAWS has agreed to acquire Lion Capital’s 32% stake in Hiestand for 12.7m IAWS shares plus €30m cash. – as a result IAWS will* own 64% of Hiestand • ARYZTA has been incorporated in Switzerland – dual listings on the Irish Stock Exchange and SWX Swiss Exchange • IAWS
Slide 22: ARYZTA Group Structure
ARYZTA Group Structure 100% 100% 71.4% 22
Slide 23: Transaction Terms
Transaction Terms Shares (m) Shares (‘000) Current IAWS holders 127.3 Total shares in issue 532 Vesting options & shares 4.2 Hiestand Freefloat 36% Lion Capital 12.7 Free Float shares in issue 191.7 Holder Exchange Shares in Holding in Ratio ARYZTA (m) ARYZTA IAWS 2:1 65.80 83.3% Hiestand Freefloat
Slide 24: Benefits of Transaction Structure
Benefits of Transaction Structure • Dual listing provides access to Swiss and Irish capital markets, Preserves Cash and Maintains strong balance sheet with inclusion in both indexes – maintains Swiss & Irish identities Dual listing provides access to Swiss and Irish • One of ISEQ’s 10 most valuable
Slide 25: Transaction Requirements
Transaction Requirements • Share exchange requires approval by IAWS shareholders • Merger requires approval by Hiestand Holding AG shareholders • Prospectus to be issued in connection with listing on Irish and Swiss stock exchanges 25
Slide 26: Indicative Timetable
Indicative Timetable June 2008 July 2008 August 2008 22nd September 2008 Announcement date Scheme document posting Prospectus to be approved IAWS shareholder meeting Hiestand shareholder meeting Admission of ARYZTA to ISE IAWS & SWX FY07/08 results, Hiestand interim results & ARYZTA proforma results
Slide 27: Financial Information
The International Lifestyle Foods Company Financial Information
Slide 28: Excellent Growth by IAWS Group, plc
Excellent Growth by IAWS Group, plc • Quoted on Irish Stock Exchange since 1988 • Financial growth for the last 10 years • Revenue of €2.2bn* with a CAGR of 11.1% since 1999 • Total operating profit of €198.4m* with a CAGR of 17.2% since 1999 Group revenue (€m) Total Operating Profit (€m)** *** ****
Slide 29: IAWS Superior Shareholder Return
IAWS Superior Shareholder Return 5 Yr TSR to 6th June 2008 127.90% 86.40% 76.80% 50.40% IAWS Group, FTSE E300 DJ Stoxx ISEQ Index plc Index F&B Index 29
Slide 30: New Growth Dynamic from Origin Businesses
New Growth Dynamic from Origin Businesses • Revenue of €1.1bn** with a CAGR of 6.9% since 2004 • EBITA of €47m** with a CAGR of 5.0% since 2004 • Operating profit increased by 70.7% in first interim results as a listed company*** **** Revenue (€m) EBITA*** 1,061 812 817 890 789 47 38 34 35 38 2004*
Slide 31: Excellent Growth by Origin Businesses
Excellent Growth by Origin Businesses • Valuable Asset – 71.4% will be owned by ARYZTA • Well established position in Agri-Nutrition market • Consistent free cash flow conversion • New growth momentum in agri sector Share Price Since IPO June 2007 €5.50 75% Growth in Share Price €5.25 €5.00 €4.50 €4
Slide 32: Excellent Growth by IAWS Lifestyle Foods Business
Excellent Growth by IAWS Lifestyle Foods Business • Revenue of €1.1bn* with a CAGR of 25.1% since 2004 • EBITDA of €152m* with a CAGR of 23.6% since 2004 • EBITA of €125m* with a CAGR of 26.7% since 2004 • Approximately 50% organic growth with 50% coming from acquisitions • Consistent free cash flow
Slide 33: Excellent Growth by Hiestand
Excellent Growth by Hiestand • Revenue of CHF741m* with a CAGR of 22.2% since 2003 • EBITDA of CHF108m* with a CAGR of 20.1% since 2003 • EBITA of CHF73m* with a CAGR of 20.8% since 2003 • Approximately 50% organic growth with 50% coming from acquisitions • Consistent free cash flow conversion Reven
Slide 34: Income Statement – 12 Months Ended 31 July 2007
Income Statement – 12 Months Ended 31 July 2007 IAWS Group, Hiestand Proforma Proforma plc Holding AG*** Adjs ARYZTA Year ended Year ended Year ended Year ended 31 July 2007 31 Dec 2007 31 July 2007 31 July 2007 €’000 €’000 €’000 €’000 Revenue 1,907,619 446,161 (6,005)* 2,347,775 EBITA 169,180 44,09
Slide 35: Income Statement – 6 Months Ended 31 January 2008
Income Statement – 6 Months Ended 31 January 2008 IAWS Group, Hiestand Proforma Proforma plc Holding AG*** Adjs ARYZTA Six months Six months Six months Six months ended ended ended ended 31 Jan 2008 31 Dec 2007 31 Jan 2008 31 Jan 2008 €’000 €’000 €’000 €’000 Revenue 1,127,473 233,376 (4,090)* 1,356,
Slide 36: Dividends
Dividends • No final dividend will be paid in respect of the current IAWS financial year due to timing of transaction • ARYZTA is expected to declare its maiden dividend in respect of the financial year ending 31 July 2009 • ARYZTA is expected to maintain a dividend payout ratio similar to IAWS hist
Slide 37: Financial Strengths & Outlook
Financial Strengths & Outlook • Successfully renegotiated financing facilities – €1.1bn available to ARYZTA • Maintained strong balance sheet – future consolidation opportunities • Management targets to double the earnings base within 5 years 37
Slide 38: Highlights
The International Lifestyle Foods Company Highlights
Slide 39: ARISTA
ARISTA Noun | [@’ree.sta] Derivation: Latin - The pinnacle or apex of a single ear of wheat. ARYZ TA 39
Slide 40: ARXSTA
ARXSTA ARYZTA Altering the structure of the name “Arista” allows us to create ownership and uniqueness for the name worldwide. ARYZ TA 40
Slide 41: ARYZTA - The Significance
ARYZTA ~-The Significance The significance of Aryzta as an identity name cannot be understated. Excellence in food is at the heart of our business. The Aryzta definition as the ‘Apex of a single ear of wheat’ evokes organic growth — you could say that the essence of the name is in fact “Of nature’.
Slide 42: ARYZTA - The Relevance
A RY Z TA — The Relevance Our business and our success worldwide is a product of our commitment to developing world-class food brands. Expertise in the bakery world is at the heart of who we are and is one of the overarching connections across our entire portfolio. Aryzta, not only defines what we d
Slide 43: The Home of World Class Bakery Brands
The Home of World Class Bakery Brands 43
Slide 44: Highlights
Highlights • A transformational transaction for both companies • Culmination of partnership started 5 years ago • Leverages intellectual property, innovation, brands and skills • Retains all executive talent within both companies • Identical shared values ensure business continuity • Preserves cash
Slide 45: Responsibility Statement
Responsibility Statement The directors of IAWS accept responsibility for the information contained in this Presentation, other than that relating to ARYZTA and the directors of ARYZTA. To the best of the knowledge and belief of the directors of IAWS (who have taken all reasonable care to ensure that
Slide 46: Unless otherwise determined by IAWS and ARYZTA, this Presentation will not be made or
Unless otherwise determined by IAWS and ARYZTA, this Presentation will not be made or sent, directly or indirectly, in, into or from or by use of the mails of or by any means or instrumentality (including, without limitation, telephonically or electronically) of inter-state or foreign commerce of or
Slide 47: Notes
Notes ARYZ TA
Slide 48: Notes
Notes ARYZ TA