The Hershey Company · NYSE:HSY
The Hershey — Merger or Acquisition (December 2017)
12 slides from The Hershey's merger presentation, Dec 18, 2017
Slide 1: Acquisition of Amplify Snack Brands, Inc.
Acquisition of Amplify Snack Brands, Inc. December 18, 2017 1
Slide 2: Forward Looking Statements
FORWARD LOOKING STATEMENTS This presentation contains forward-looking statements. Many of these forward-looking statements can be identified by the use of words such as “intend,” “believe,” “expect,” “anticipate,” “should,” “planned,” “projected,” “estimated,” and “potential,” among others. These st
Slide 3: Important Information
IMPORTANT INFORMATION In connection with the proposed acquisition, Hershey will commence a tender offer for the outstanding shares of common stock of Amplify Snack Brands. The tender offer has not yet commenced. This communication is for informational purposes only and is neither an offer to purchas
Slide 4: Michele Buck, President and Chief Executive Officer
MICHELE BUCK PRESIDENT AND CHIEF EXECUTIVE OFFICER 4
Slide 5: Amplify Joining the Hershey Family
AMPLIFY JOINING THE HERSHEY FAMILY Financial Highlights • Net Sales1: $371.7 million • Organic sales growth: +9.4% and +8.6%, year-over-year, for the quarter and year-to- date period ended 9/30/17, respectively • #2 share leader in the ready-to-eat popcorn category • Adjusted EBITDA Margin1: 23.4%2
Slide 6: Expanding Breadth Across the Snacking Spectrum
EXPANDING BREADTH ACROSS THE SNACKING SPECTRUM CREATING A SNACKING POWERHOUSE THROUGH INNOVATION AND M&A CHOCOLATE / CANDY SNACKFECTION SALTY SNACKS SkinnyPop will become Hershey’s 6th largest brand 6
Slide 7: Transaction Overview
TRANSACTION OVERVIEW • Tender offer to acquire all outstanding common shares of Amplify for $12.00 per share in cash TERMS • Total purchase price of $1.6 billion, including net debt1 • Implied 14.8x 2017 post-synergies Adjusted EBITDA multiple with ~$20 million in annual run-rate synergies2, 3 • Exp
Slide 8: Combination Expected to Drive Increased Value for Shareholders
COMBINATION EXPECTED TO DRIVE INCREASED VALUE FOR SHAREHOLDERS GROWTH MARGINS SYNERGIES EPS Expected to be Significant Expected to be Enhances growth accretive to existing identified run-rate accretive to adjusted profile given strong financial targets synergies of ~$20 EPS in the first- sales traje
Slide 9: Ready to Eat Popcorn Is an Attractive and Growing Category
READY TO EAT POPCORN IS AN ATTRACTIVE AND GROWING CATEGORY HIGH GROWTH CATEGORY HIGH HOUSEHOLD PENETRATION Popped Popcorn 2013-2017 Last 52 weeks sales ($mm)1 Popped popcorn household penetration % 1, 2 91 $1,373 $1,446 +9 pts 77 $1,053 $1,179 $891 52 55 46 48 2013 2014 2015 2016 2017 2014 2015 2016
Slide 10: Several Levers to Build on Amplify's Success and Drive Continued Growth
SEVERAL LEVERS TO BUILD ON AMPLIFY’S SUCCESS AND DRIVE CONTINUED GROWTH MARKET BEST-IN-CLASS DISCIPLINED DISTRIBUTION ACTIVATION CATEGORY MGMT INNOVATION EXPERTISE • Activate Amplify’s • Implement advanced • Enter new occasions • Continue to expand brand with media to category strategy and and drive
Slide 11: Continued Focus on Increasing Shareholder Value
CONTINUED FOCUS ON INCREASING SHAREHOLDER VALUE REIGNITE CORE CONFECTION & EXPAND GROW BREADTH IN U.S. SNACKING STRENGTHEN CAPABILITIES & LEVERAGE INVEST TECHNOLOGY FOR COMMERCIAL INCREASE ADVANTAGE SHAREHOLDER VALUE EXPAND REALLOCATE RESOURCES TO EXPAND MARGINS MARGINS & FUEL GROWTH 11
Slide 12: Slide 12
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