Constellation Brands, Inc. · NYSE:STZ
Constellation Brands — Merger or Acquisition (October 2005)
10 slides from Constellation Brands's merger presentation, Oct 18, 2005
Slide 1: Constellation Brands Cash Takeover Bid for Vincor International
October 18, 2005 Constellation Brands Cash Takeover Bid for Vincor International
Slide 2: C$31.00 Per Share in Cash is a Compelling Offer for Vincor
C$31.00 Per Share in Cash is a Compelling Offer for Vincor A 39% premium to the C$22.29 closing price on September 8, 2005, the day before our initial proposal to acquire Vincor 12.3x last twelve months' EBITDA(1) or 18.6x last twelve months' earnings(1) This price appropriately reflects the risks a
Slide 3: Vincor's earnings record and share price reflect the issues we raise
Vincor's earnings record and share price performance over the past year reflect the issues we raise Vincor's synergy estimates are unrealistic and not achievable by any buyer We are concerned about the combined impact of Vincor's huge synergy estimates and a drawn-out period of uncertainty These fac
Slide 4: Offer Timeline
November 2005 November 2005 November 2005 November 2005 November 2005 November 2005 November 2005 S M T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 October 2005 October 2005 October 2005 October 2005 October 2005 October 2005 October 2005 S M T W T F S 1
Slide 5: Vincor is Subscale in its Key Markets Outside Canada
Vincor is Subscale in its Key Markets Outside Canada Vincor's market shares are subscale in its (self-described) most important markets outside Canada. These markets constitute over half of Vincor's business 1% 7% 12% 49% Pernod Ricard Constellation Fosters Vincor < New Zealand Market Share By Volum
Slide 6: Vincor has Missed Analyst Earnings Estimates
Vincor has Missed Analyst Earnings Estimates 5 of the Last 7 Quarters and Each of the Last Two Fiscal Years Source: First Call and Company financial releases. Adjusted for non-recurring items. (9.4%) (4.3%) (1.8%) (18.9%) 8.9% (11.9%) 7.4% (4.5%) (25.6%) (50.0%) (40.0%) (30.0%) (20.0%) (10.0%) 0.0%
Slide 7: Analyst Price Targets for Vincor
Analyst Firm 9/27/05 Target Vincor's underlying fundamentals remain unchanged Michael Van Aelst TD Newcrest $27.00 Jim Durran National Bank $24.00 Raymond Lai Raymond James $27.00 Irene Nattel RBC Capital Markets $30.00 Krista Mackay Salman Partners $25.50 David Hartley Blackmont Capital $30.00 Blak
Slide 8: C$31.00 Represents a Premium Multiple for Vincor
C$31.00 Represents a Premium Multiple for Vincor Beringer, Mondavi, Hardy and Southcorp were each industry transforming transactions They do not represent appropriate benchmarks for Vincor Each of these industry leaders had a unique combination of valuable attributes Premium Scale/Iconic Brands Subs
Slide 9: Vincor's Synergy Estimates are Completely Unrealistic
11.7% 11.2% 10.2% 9.1% 7.5% 2.1% 1.8% 1.0% 1.2% 0% 2% 4% 6% 8% 10% 12% 14% 16% 18% 20% Acquiror Foster's Interbrew Southcorp Coors Constellation Constellation Lion Nathan Interbrew SAB Allied Domecq Target Southcorp AmBev Rosemount Molson Robert Mondavi BRL Hardy Petaluma Bass-Whitbread Miller Bodeg
Slide 10: Constellation Brands Cash Takeover Bid for Vincor International
October 18, 2005 Constellation Brands Cash Takeover Bid for Vincor International
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