Graincorp Limited Class A · ASX:GNC
Graincorp Limited Class A — Merger or Acquisition (July 2010)
19 slides from Graincorp Limited Class A's merger presentation, Jul 30, 2010
Slide 1: GrainCorp Limited and AWB Limited Proposed Merger
For personal use only GrainCorp Limited and AWB Limited Proposed Merger: Creates Australia’s leading, diversified agribusiness 30 July 2010
Slide 2: Agenda
For personal use only Agenda Introduction and rationale Key merger terms Combined company overview Summary 22 July 2010 2
Slide 3: Merger to create Australia's leading, diversified agribusiness
For personal use only Merger to create Australia’s leading, diversified agribusiness • Creates the largest diversified rural services business in Australia, with industry‐leading positions in grain storage and handling, rural merchandising, malting, flour milling, grain export and marketing • Strong
Slide 4: Features of the merger
For personal use only Features of the merger • Merger will create an ASX 100 company with a combined market capitalisation of approx $2 billion with combined revenues in excess of $7 billion • Merger benefits in excess of $40 million (annualised) expected to be realised over first two years • Transa
Slide 5: Agenda
For personal use only Agenda Introduction and rationale Key merger terms Combined company overview Summary 22 July 2010 5
Slide 6: Key merger terms
For personal use only Key merger terms • Merger Implementation Deed (MID) executed – Recommended by both boards • Scrip for scrip merger terms – AWB shareholders will exchange their existing shares in AWB for new shares in GrainCorp 5.75 AWB shares for 1 new GrainCorp share – Exchange ratio determin
Slide 7: Board and management
For personal use only Board and management • Merged company will be GrainCorp – Corporate office to be located in Sydney – Businesses to be located across Sydney and Melbourne as best suited • Initial combination of both Boards – 11 directors – 6 directors from GrainCorp, 4 from AWB, plus Managing D
Slide 8: Timeline
For personal use only Timeline Announce Merger Implementation Agreement – 30 July 2010 Regulatory Preparation of scheme documentation approvals (ACCC, etc) First court hearing Scheme meeting Second court hearing Scheme effective 8
Slide 9: Agenda
For personal use only Agenda Introduction and rationale Key merger terms Combined company overview Summary 22 July 2010 9
Slide 10: Complementary businesses across the value chain
For personal use only Complementary businesses across the value chain Storage Ports Rail freight Grains Grains Malting Chartering Oilseeds Oilseeds Flour Milling Storage, Strategic Distribution Production handling & Origination Marketing Processing Sourcing & Advice ports Fertiliser Storage Grains G
Slide 11: Merged entity will be well positioned in Australian grains
For personal use only Merged entity will be well positioned in Australian grains Storage, handling and ports Grain accumulation and marketing •300 silos across Qld, Vic NSW and SA •Exports up to 5 mmt of Australian grains per annum •> 10 mmt of grain handled in eastern Australia in an average season
Slide 12: Landmark – Australia's market leading rural services business
For personal use only Landmark – Australia’s market leading rural services business MERCHANDISE FERTILISER LIVESTOCK WOOL REAL INSURANCE FINANCIAL ESTATE SERVICES PARTNERSHIP 1.8M Cattle $1.1B Turnover 10M Sheep $700M Turnover 400,000 Bales 1.0M Tonnes Clearing Sales $350M $1.03B $163M $1B Revenue $
Slide 13: GrainCorp Malt – significant international maltster
For personal use only GrainCorp Malt – significant international maltster with strong customer relationships • Supplying the majority of the leading international brewers and scotch whiskey distillers • Strong, long term relationships, underpinned by long term supply agreements • Strong, well establ
Slide 14: Merger benefits in excess of $40m
For personal use only Merger benefits in excess of $40m • Expected to be fully captured within two years • Cost synergies across a range of areas: – Consolidation of executive, listing costs and related overhead – Duplication of functions – Savings in third party procurement (IT, property and supply
Slide 15: A solid platform for growth
For personal use only A solid platform for growth • Initial focus on implementation and delivering cost synergies • A range of opportunities for expansion both organically and through acquisition within existing businesses: – Australian grains – opportunities across the grains value chain – Landmark
Slide 16: Agenda
For personal use only Agenda Introduction and rationale Key merger terms Combined company overview Summary 22 July 2010 16
Slide 17: A company with high quality earnings and significant growth profile
For personal use only A company with high quality earnings and significant growth profile Significant benefits for all shareholders 9 ASX 100 listed agribusiness 9 Product and geographic diversification 9 Solid platform to pursue growth opportunities 9 Strengthened financial position 9 Cost synergie
Slide 18: Investor Relations contacts
For personal use only Investor Relations contacts GrainCorp Limited AWB Limited David Ginns Belinda Seal +61 419 429 943 +61 438 535 975 18
Slide 19: Disclaimer
For personal use only Disclaimer • This presentation contains certain forward‐looking statements with respect to the financial condition, results of operations and business of GrainCorp and AWB (“the parties”) and certain plans and objectives of the parties. All such forward‐looking statements invol