Post Holdings, Inc. · NYSE:POST
Post — Merger or Acquisition (September 2017)
17 slides from Post's merger presentation, Sep 19, 2017
Slide 1: Post Holdings to Acquire Bob Evans Farms
POST HOLDINGS, INC. Post Holdings to Acquire Bob Evans Farms September 19, 2017
Slide 2: Cautionary Statement Regarding Forward-Looking Statements
Cautionary Statement Regarding Forward-Looking Statements Certain matters discussed in this presentation are forward-looking statements • adverse effects on Post’s common stock or Bob Evans’ common stock because within the meaning of the Private Securities Litigation Reform Act of 1995. These of the
Slide 3: Cautionary Statement Regarding Forward-Looking Statements (Cont'd)
Cautionary Statement Regarding Forward-Looking Statements (Cont’d) (CONTINUED FROM PRIOR PAGE): • losses or increased funding and expenses related to Post’s or Bob Evans’ • Post’s or Bob Evans’ ability to comply with increased regulatory scrutiny related qualified pension and other post-retirement p
Slide 4: Additional Information
Additional Information Additional Information and Where to Find It Participants in the Solicitation In connection with the proposed merger, Bob Evans intends to file a preliminary Bob Evans, Post and their respective directors and executive officers and other proxy statement on Schedule 14A with the
Slide 5: Additional Information (Cont'd)
Additional Information (Cont’d) Post provides its fiscal year 2017 Adjusted EBITDA guidance and discloses its Non-GAAP Financial Measures expectations as to the effect of the Bob Evans and Weetabix transactions on Post’s While the Company reports financial results in accordance with accounting Adjus
Slide 6: Additional Information (Cont'd)
Additional Information (Cont’d) Prospective Financial Information The prospective financial information provided in this presentation regarding Post’s The estimated fiscal 2017 Adjusted EBITDA for Post (inclusive of Weetabix) and Bob and Bob Evans’ future performance, including Post’s expected Adjus
Slide 7: Additional Information (Cont'd)
Additional Information (Cont’d) Market and Industry Data Trademarks and Service Marks This presentation includes industry and trade association data, forecasts and The logos, trademarks, trade names and service marks mentioned in this information that were prepared based, in part, upon data, forecas
Slide 8: Transaction Summary
Transaction Summary • Post Holdings, Inc. (“Post”) to acquire Bob Evans Farms (“Bob Evans”), a leader in refrigerated side dishes, for $77.00 per share, approximately $1.5bn in equity value – Bob Evans became a pure-play refrigerated sides, breakfast sausage and frozen food company following its sal
Slide 9: Bob Evans Snapshot
Bob Evans Snapshot Overview Business Mix1 • Attractive product portfolio across refrigerated side dishes, Category Split by Volume Channel Breakdown by Volume breakfast sausage and frozen food items Side Dishes, • Strong distribution presence with products sold at 35,000+ 66% retail locations across
Slide 10: Bob Evans' Leading Growth in the Sides Category
Bob Evans’ Leading Growth in the Sides Category ‘Perimeter of Store’ Segments Bob Evans’ Highly Attractive Positioning Outpacing Center of Store with Refrigerated Sides Category Growth (%)1 Refrigerated Side Dish Volume Velocity1 $7.79 ~3x Fresh Meat 16.6% Bob Evans’ Refrigerated Sides 11.1% key por
Slide 11: Bob Evans is Complementary to Post's Existing Portfolio and Accelerates Strategic Objectives
Bob Evans is Complementary to Post’s Existing Portfolio and Accelerates Strategic Objectives Highly complementary to Post’s current retail and foodservice portfolios, primarily within the Michael Foods business – Strengthens channel presence across both retail and foodservice Product portfolio a
Slide 12: Anticipated Post Reorganization of Refrigerated Retail and Foodservice Businesses
Anticipated Post Reorganization of Refrigerated Retail and Foodservice Businesses Reorganized Structure • Bob Evans to manage Bob Evans Michael Foods refrigerated retail, including All Refrigerated All Commercial existing Michael Foods’ Retail Foodservice retail business • Michael Foods to manage Bo
Slide 13: Attractive Financial Characteristics
Attractive Financial Characteristics • Expected to be immediately accretive to all key financial metrics – Top-line growth – Adjusted EBITDA margins – Free cash flow • Clear line-of-sight to cost synergies – $25mm expected run-rate cost synergies by third full fiscal year post-closing1 • Additional
Slide 14: Clear Synergy Potential with Further Upside
Clear Synergy Potential with Further Upside • Eliminate public company costs associated with Bob Evans • Savings potential in sourcing from benefits of scale Cost Related • Infrastructure optimization • Elimination of redundant costs • Expansion into ‘perimeter of store’ product categories Revenue R
Slide 15: Enhances Post's Free Cash Flow Profile
Enhances Post’s Free Cash Flow Profile Bob Evans Cash Flow Characteristics Illustrative Free Cash Flow (“FCF”) Calculation Acquisition 1 New growth platform for Post + ($ in mm) Change Post Forecasted Adjusted EBITDA1 1,101 1,101 2 Exposure to attractive, growing, Bob Evans’ Forecasted adjusted EB
Slide 16: Key Takeaways
Key Takeaways • Bob Evans is a leader in the refrigerated side dish category, which is highly complementary to Michael Foods’ retail portfolio • Acquisition to form the foundation of Post’s refrigerated retail platform with further expansion opportunities Highly Strategic • Facilitates Post’s reorga
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