The J.m. Smucker Company · NYSE:SJM
The J.m. Smucker — J M SMUCKER — Merger or Acquisition (September 2023)
14 slides from The J.m. Smucker's merger presentation, Sep 11, 2023
Slide 1: Acquisition of Hostess Brands
Exhibit 99.2 ACQUISITION OF HOSTESS BRANDS September 11, 2023 1
Slide 2: Forward-Looking Statements
FORWARD-LOOKING STATEMENTS This presentation contains forward-looking statements, such as projected net sales, operating results, earnings, and cash flows, that are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from any future results, perf
Slide 3: What Makes Hostess Brands Special
WHAT MAKES HOSTESS BRANDS SPECIAL ICONIC SIMPLE, LOW- TAILORED INNOVATION COMPLETED ENHANCING BRANDS COST CAPABILITIES TO DRIVING NEW CAPITAL GROWTH AND A MISSION- OPERATING CAPTURE CONSUMER INVESTMENT MARGINS DRIVEN BUSINESS UNIQUE OCCASIONS TO FUEL WITH CLEAR CULTURE MODEL IMPULSE AND GROWTH PATHW
Slide 4: Portfolio of Iconic Brands with Multiple Drivers of Organic Growth
PORTFOLIO OF ICONIC BRANDS WITH MULTIPLE DRIVERS OF ORGANIC GROWTH ® ICONIC SWEET BAKED VOORTMAN PROLIFIC GOODS BRANDS GROWTH ENGINE INNOVATORS ∙ ∙ ∙ ∙ ∙ ∙ ∙ ∙ ∙ ∙ ∙ ∙ ∙ ∙ ∙ ∙ ∙ ∙ ∙ ∙ ∙ ∙ ∙ ∙ ∙ ∙ ∙ ∙ ∙ ∙ ∙ ∙ ∙ ∙ ∙ ∙ ∙ ∙ ∙ ∙ ∙ ∙ 19% 90%+ 100% * * YOY GROWTH BRAND AWARENESS SNACKING 4 4 4 *RESULTS ARE
Slide 5: Transaction Overview
TRANSACTION OVERVIEW ▪ Acquire all outstanding common shares of Hostess Brands for $34.25 per share in cash and stock • $30.00 cash consideration • 0.03002 shares of Smucker common stock* TERMS ▪ Total enterprise value of approximately $5.6B, including net debt ▪ Implied 17.2x adjusted 2023 EBITDA**
Slide 6: Iconic Snacking Platform Accelerates Focus
ICONIC SNACKING PLATFORM ACCELERATES FOCUS ACCELERATES CONVENIENT OCCASION STRATEGY ON CONVENIENT COMPLEMENTARY CONSUMER ATTRIBUTES OCCASIONS STRENGTHENS FINANCIAL GROWTH PROFILE 6 6
Slide 7: Combination Highlights
COMBINATION HIGHLIGHTS COMPLEMENTARY STRENGTHS HOSTESS BRANDS’ UNIQUE SMUCKER LEVERS TO DRIVE ATTRIBUTES CONTINUED GROWTH ✓ ICONIC BRANDS✓ HOME OF BELOVED BRANDS ✓ SNACKING PLATFORM POSITIONED FOR ✓ MARKET ACTIVATION THROUGH MEDIA AND STRONG GROWTH INNOVATIVE MARKETING ✓ SCALED IN IMPULSE-SNACKING O
Slide 8: Iconic Brands Focused in Snacking Occasions
ICONIC BRANDS FOCUSED IN SNACKING OCCASIONS BELOVED SNACKING BRANDS LARGE ADDRESSABLE SNACKING OPPORTUNITY ······································ ······································ MORNING SWEET START ✓ $6.7B SWEET SNACKING LUNCHBOX ✓ $7.2B LEADER IN IMPULSE OCCASIONS AFTERNOON REWARD ✓ $15.1B #
Slide 9: Strengthens Financial Profile
STRENGTHENS FINANCIAL PROFILE VALUE CREATION POSITIONED ▪ Enhances net sales growth, operating margin and earnings growth TO DELIVER ▪ Expected to be accretive to adjusted earnings per share in the first fiscal year LONG-TERM GROWTH AND SHAREHOLDER SYNERGIES VALUE ▪ Approximately $100M of annual syn
Slide 10: The J.M. Smucker Co
e THE J.M. SMUCKER Co
Slide 11: Forward-Looking Statements
FORWARD-LOOKING STATEMENTS This presentation includes certain forward-looking statements within the meaning of federal securities laws that involve risks and uncertainties relating to future events and the future performance of The J. M. Smucker Company (the “Company”) and Hostess Brands, Inc. (“Hos
Slide 12: Additional Information and Where to Find It
ADDITIONAL INFORMATION AND WHERE TO FIND IT The exchange offer referenced in this presentation has not yet commenced. This presentation is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities, nor is it a substitute for the exchang
Slide 13: Non-GAAP Financial Measures
NON-GAAP FINANCIAL MEASURES The Company uses non-GAAP financial measures, including: net sales excluding divestitures and foreign currency exchange; adjusted gross profit; adjusted operating income; adjusted income; adjusted earnings per share; earnings before interest, taxes, depreciation, amortiza
Slide 14: Additional Information
ADDITIONAL INFORMATION Aaron Broholm Vice President, Investor Relations ir.team@jmsmucker.com Phone: (330) 682-3000 Investor Relations Website: https://investors.jmsmucker.com/ 14