The Campbell's Company · NASDAQ:CPB
The Campbell's — Campbell Soup — Merger or Acquisition (December 2017)
18 slides from The Campbell's's merger presentation, Dec 18, 2017
Slide 1: Campbell to Acquire Snyder's-Lance
December 18, 2017 Campbell to Acquire Snyder’s-Lance
Slide 2: Forward-Looking Statements
Forward-Looking Statements The factors that could cause actual results to vary materially from those anticipated or expressed in any forward-looking statement include: changes in consumer demand for our products and favorable perception of our brands; the risks associated with trade and consumer acc
Slide 3: Today's Presenters
Today’s Presenters 3 Campbell to Acquire Snyder’s-Lance Anthony DiSilvestroSenior Vice President & CFOCampbell Soup Company Denise MorrisonPresident & CEOCampbell Soup Company Brian DriscollPresident & CEOSnyder’s-Lance
Slide 4: Combination of Campbell and Snyder's-Lance creates a snacking leader
Campbell to Acquire Snyder’s-Lance Combination of Campbell and Snyder’s-Lance creates a snacking leader
Slide 5: Snyder's-Lance Acquisition Accelerates Campbell's Strategy
Snyder’s-Lance Acquisition Accelerates Campbell’s Strategy Increased focus on real food in snackingStrengthening position in the macro snacking market Core Expand in Better-For-You snacks through Snyder’s-Lance’s growing assortment Health & Well-Being Greater exposure to faster-growing distribution
Slide 6: Transaction Overview
Transaction Overview Snyder’s-Lance fits well with Campbell’s strategy to expand into faster-growing snacking categories and strengthens Better-For-You snacking portfolio Summary Campbell agrees to acquire Snyder’s-Lance for $50.00 per share in cash; represents an enterprise value of approximately $
Slide 7: The Acquisition Shifts Campbell's Portfolio Toward Faster-Growing Snacking Category
The Acquisition Shifts Campbell’s Portfolio Toward Faster- Growing Snacking Category FY2011 Reported Pro Forma1 FY2017 Pro Forma1,2 FY2017 Total FY2011 net sales:$7.1bn Pro Forma FY2017 net sales:$8.1bn Pro Forma net sales:$10.3bn 1 Pro Forma FY2017 data based on FY2017 CPB net sales including fisca
Slide 8: Transaction Has Highly Compelling Strategic Rationale
Transaction Has Highly Compelling Strategic Rationale 1 Strengthens CPB core and expands our macro snacking business, particularly in Better-For-You snacks 2 Complementary to existing Pepperidge Farm business 3 Results in a more diversified and balanced portfolio with leading differentiated brands 4
Slide 9: Snacking is a Faster-Growing Consumer Space
CY13 – CY16 CAGR Snacking is a Faster-Growing Consumer Space Source: Euromonitor.(1) Hartman Group, 2014(2) Nielsen Scan Track Data, 2014 Source: IRI, MULO, 3yr CAGR CY13 to CY16 IRI Market Structure 2016 and Total US MULO Categories(US retail dollar sales(3)) 90% of consumers snack multiple times a
Slide 10: Snyder's-Lance's Branded Portfolio
Snyder’s-Lance’s Branded Portfolio Category Source: IRI MULO L52W through September 3, 2017. Based on IRI’s Snyder’s-Lance custom definitions. Pretzels Sandwich Crackers Kettle Chips Deli Organic/Natural Tortilla Chips Microwave Popcorn Snack Nuts Brand Market Size $1.2bn$1.1bn$1.0bn$0.6bn$0.2bn$0.8
Slide 11: A Diversified Macro Snacking Platform
A Diversified Macro Snacking Platform Fresh Convenient Mini Meals Sweet Savory
Slide 12: Campbell to Acquire Snyder's-Lance (Brian Driscoll)
12 Campbell to Acquire Snyder’s-Lance Brian DriscollPresident & CEOSnyder’s-Lance
Slide 13: Campbell to Acquire Snyder's-Lance (Anthony DiSilvestro)
13 Campbell to Acquire Snyder’s-Lance Anthony DiSilvestroSenior Vice President & CFOCampbell Soup Company
Slide 14: Compelling Transaction with Significant Value Creation
Compelling Transaction with Significant Value Creation TransactionMetrics All cash purchase price of $50.00 per shareEnterprise value of $6.1 billionRepresents Adjusted EBITDA multiple of 19.9x pre-synergies1Represents Adjusted EBITDA multiple of 12.8x post-synergies127% premium to Snyder’s-Lance’s
Slide 15: Compelling Transaction with Significant Value Creation (cont'd)
Compelling Transaction with Significant Value Creation (cont’d) Capital Structure Committed bridge financing in placeFinancing expected through $6.2 billion of new debtLeverage of 4.8x1 expected by FY2018, committed to deleveraged to 3x by FY2022Suspend share repurchases to maximize FCF for delevera
Slide 16: Combination Will Yield Significant Cost Synergies and Potential Revenue Opportunities
Combination Will Yield Significant Cost Synergies and Potential Revenue Opportunities Distribution Unlock warehouse and depot efficiencies Manufacturing Optimize manufacturing and supply chain network Procurement Leverage volume to create value – ingredient procurementScale benefit within packaging
Slide 17: The Acquisition of Snyder's-Lance is an Attractive Opportunity
The Acquisition of Snyder’s-Lance is an Attractive Opportunity 1 Aligned with, and advances our strategy 2 Meaningfully shifts our portfolio to higher growth snacking categories 3 Significant cost synergy and potential revenue opportunity + 4 Significant value creation
Slide 18: Questions & Answers
Questions & Answers
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