Slide 1: Danone to acquire WhiteWave
Danone to acquire WhiteWave, a USD 4 bn sales Global Leader in Organic Foods, Plant-based Milks and related products July 7, 2016 1
Slide 2: Cautionary note regarding forward-looking statements
Cautionary note regarding forward-looking statements This document is presented by Danone. It contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. In some cases, you can identif
Slide 3: Agenda
Agenda 1. INTRODUCTION Emmanuel FABER, Danone CEO 2. WHITEWAVE AT A GLANCE Gregg ENGLES, WhiteWave Chairman & CEO 3. A COMPELLING MOVE FOR DANONE, CREATING A UNIQUE COMBINATION Emmanuel FABER, Danone CEO & Cécile CABANIS, Danone CFO 4. CONCLUSION Emmanuel FABER, Danone CEO 3
Slide 4: Agenda
Agenda 1. INTRODUCTION Emmanuel FABER, Danone CEO 2. WHITEWAVE AT A GLANCE Gregg ENGLES, WhiteWave Chairman & CEO 3. A COMPELLING MOVE FOR DANONE, CREATING A UNIQUE COMBINATION Emmanuel FABER, Danone CEO & Cécile CABANIS, Danone CFO 4. CONCLUSION Emmanuel FABER, Danone CEO 4
Slide 5: Danone: A unique and engaging mission to build the future
Danone: A unique and engaging mission to build the future Significantly enhances Danone 2020 plan, serving Immediately accelerates Danone journey towards the ambition for an Alimentation revolution strong sustainable profitable growth by 2020 5
Slide 6: Executive summary
Executive summary A perfect match of vision, culture and businesses Creates a truly unique global leader strongly aligned with consumer trends for healthier and more sustainable eating and drinking options Significantly enhances Danone 2020 plan, serving the ambition for an Alimentation revolu
Slide 7: Agenda
Agenda 1. INTRODUCTION Emmanuel FABER, Danone CEO 2. WHITEWAVE AT A GLANCE Gregg ENGLES, WhiteWave Chairman & CEO 3. A COMPELLING MOVE FOR DANONE, CREATING A UNIQUE COMBINATION Emmanuel FABER, Danone CEO & Cécile CABANIS, Danone CFO 4. CONCLUSION Emmanuel FABER, Danone CEO 7
Slide 8: WhiteWave: Changing the way the world eats for the better
(2 WhiteWave Changing the way the world eats for the better
Slide 9: WhiteWave at a glance: Key facts & figures
WhiteWave at a glance: Key facts & figures CONSISTENT PORTFOLIO WITH CONSUMER TRENDS PRIMARILY US-BASED COMPANY % of 2015 Net Sales % of 2015 Net Sales Europe Organic Premium 14% 34% Dairy 20% Plant-based Plant- 38% based Fresh F&B Foods 38% 15% North America(1) 2015 figures 86% Coffee creamers and
Slide 10: WhiteWave at a glance: A portfolio anchored in Dairy & non-Dairy consumer trends
WhiteWave at a glance: A portfolio anchored in Dairy & non-Dairy consumer trends Dairy & non- Plant-based Alternatives to Milk & Yogurt Organic Dairy & Foods Dairy creamers % of 2015 Net Sales 38% 34% 28% Americas plant-based Europe plant-based Coffee Creamers Foods and Beverages Foods and Beverages
Slide 11: Agenda
Agenda 1. INTRODUCTION Emmanuel FABER, Danone CEO 2. WHITEWAVE AT A GLANCE Gregg ENGLES, WhiteWave Chairman & CEO 3. A COMPELLING MOVE FOR DANONE, CREATING A UNIQUE COMBINATION Emmanuel FABER, Danone CEO & Cécile CABANIS, Danone CFO 4. CONCLUSION Emmanuel FABER, Danone CEO 11
Slide 12: Danone: A unique and engaging mission to build the future
Danone: A unique and engaging mission to build the future Significantly enhances Danone 2020 plan, serving Immediately accelerates Danone journey towards the ambition for an Alimentation revolution strong sustainable profitable growth by 2020 12
Slide 13: Significantly enhances Danone 2020 plan, serving the ambition for an Alimentation revolution
Significantly enhances Danone 2020 plan, serving the ambition for an Alimentation revolution WhiteWave in line with Danone’s mission Superior Healthier Community experience choice relevant WhiteWave in line with Danone’s sustainability commitments Zero net Sustainable Trusted origin carbon agricultu
Slide 14: Unique combination to foster healthier and more sustainable eating and drinking practices
Unique combination to foster healthier and more sustainable eating and drinking practices 14
Slide 15: Unique combination to foster healthier and more sustainable eating and drinking practices
Unique combination to foster healthier and more sustainable eating and drinking practices 15
Slide 16: Unique combination to foster healthier and more sustainable eating and drinking practices
Unique combination to foster healthier and more sustainable eating and drinking practices 1 16 Source: WhiteWave estimates
Slide 17: Embed healthier choices in indulgence
Embed healthier choices in indulgence Over 60% of coffee consumed is now creamed WhiteWave Creamers Net Sales CAGR 2012-2015: > +10% Plant-based Organic dairy Simply Pure Creamer growth rates Half & Half growth rates ($ growth) ($ growth) 49% 21% +56% 4% “Simple” ingredients 4% creamer category grow
Slide 18: Embracing the plant-based health and planet promise
Embracing the plant-based health and planet promise Better for people… …Better for the planet Nutrition Comparison LAND Milk requires 4.2x more land Silk is Non-GMO & gluten free per half-gallon than Plant-Based Beverages Fewer calories Less total fat Few to no saturated fats WATER USE No cholestero
Slide 19: Taking the sustainability equation of Dairy and Plant-based to the next level
Taking the sustainability equation of Dairy and Plant-based to the next level Broadest diversity in fermented protein and Combine world-class textured products research on Dairy and Plant-based fermentation, to take on the Alimentation revolution Lower environmental impact of Plant-based Opportuniti
Slide 20: Immediately accelerates Danone journey towards strong sustainable and profitable growth by 2020
Immediately accelerates Danone journey towards strong sustainable and profitable growth by 2020 DANONE: SOLID GROWTH MODEL WHITEWAVE: RESILIENT MODEL OF STRONG GROWTH & MARGIN ● Fully on track with its agenda ● Accelerating Danone growth model ambition Net Sales CAGR 2012-2015: > +19% Double-digit l
Slide 21: Immediately accelerates Danone journey towards strong sustainable and profitable growth by 2020
Immediately accelerates Danone journey towards strong sustainable and profitable growth by 2020 21
Slide 22: WhiteWave: A strong and sustainable growth trajectory
WhiteWave: A strong and sustainable growth trajectory 2012-2015 NET SALES GROWTH $ billion +19% CAGR Net Sales CAGR 2012-2015: > +19% Double-digit like-for-like(1) sales growth 3.9 3.4 2.3 2.5 2012 2013 2014 2015 ● WhiteWave growing faster than the majority of its categories ● Solid brands in line w
Slide 23: WhiteWave participating into high-growth categories
WhiteWave participating into high-growth categories… US NUTRITIONALS US & EU PLANT-BASED US ORGANIC FOODS US COFFEE & ALTERNATIVES TO MILK & US NUTRITIONALS & BEVERAGES COFFEE CREAMERS YOGURT US plant- EU plant- US US US US US coffee based based organic organic protein protein creamers & alternative
Slide 24: Supported by long-lasting consumer trends
…Supported by long-lasting consumer trends 77% of consumers declare that they try to eat healthier than in the past Plant-based alternatives to milk and yogurt Organic and non-GMO foods Personalized coffee experience • Canada penetration from 24% to 35% in 5 years • 81% of parents rated buying organ
Slide 25: Immediately accelerates Danone journey towards strong sustainable and profitable growth by 2020
Immediately accelerates Danone journey towards strong sustainable and profitable growth by 2020 25
Slide 26: Danone has started its evolution at the leading edge of new consumer aspirations in the US
Danone has started its evolution at the leading edge of new consumer aspirations in the US NEW CONSUMER ASPIRATIONS A NEW REALITY ● US Food sales verified as non-GMO rise faster than Snacking Fresh Organic Millennials organic Convenience Naturality Sustainability Diversity Fairness Non GMO Personali
Slide 27: Danone has started its evolution at the leading edge of new consumer aspirations in the US
Danone has started its evolution at the leading edge of new consumer aspirations in the US DANONE PLEDGE FOR…SUSTAINABILITY • Improve Soil Health • Water Quantity & Quality • Increase biodiversity • Decrease carbon emissions • Decrease energy use • Animal Welfare • Biodegradable PLA packaging DANONE
Slide 28: Doubling the size of Danone in the US above $6 bn
Doubling the size of Danone in the US above $6 bn ● Fastest growing Food & Beverage company in the US(1) ● Entering the US Top 15 Food & Beverage company(2) ● Creating the US #1 refrigerated Dairy company(3) - Most complete range of Dairy & non-Dairy alternatives products Sources: Euromonitor, Niels
Slide 29: Strong position of WhiteWave reinforcing Danone's resilience
Strong position of WhiteWave reinforcing Danone’s resilience Based on 2015 Net Sales ALMA Europe ALMA ALMA 1% Europe Europe 40% 40% 14% 35% 36% 8% 85% 12% 7% NORAM 22% CIS NORAM > $3 bn CIS NORAM > $6.6 bn ALMA: Asia Pacific, Latin America, Middle East and Africa CIS: Commonwealth of Independent Sta
Slide 30: Danone becoming a world leading pioneer in organic food and beverage
Danone becoming a world leading pioneer in organic food and beverage ● Pro-forma organic retail Sales > $1.6 bn across prosumer- connected/activists brands ● Organic foods growth x3 vs. conventional food growth ● Organic foods industry >$35 bn in 2015 ● Dairy products as entry to organic consumer ex
Slide 31: Immediately accelerates Danone journey towards strong sustainable and profitable growth by 2020
Immediately accelerates Danone journey towards strong sustainable and profitable growth by 2020 31
Slide 32: WhiteWave high profitable growth model
WhiteWave high profitable growth model 2012-2015 NET SALES GROWTH 2012-2015 OPERATING INCOME(2) GROWTH $ billion $ million / % margin +19% CAGR Net Sales CAGR 2012-2015: > +19% Double-digit like-for-like(1) sales growth +29% CAGR 3.9 375 3.4 304 2.5 2.3 209 173 9.7% 8.8% 7.5% 8.2% 2012 2013 2014 201
Slide 33: Significant synergies
Significant synergies ● Significant synergies: ≈$300 million on annual basis (≈ 8% of WhiteWave 2015 Net Sales and ≈ 80% of 2015 EBIT) ● Cost synergies = 75% of Total synergies - Scale in sourcing - Supply chain optimization Cost synergies $225 mln - Fixed costs efficiencies - 85% of synergies in th
Slide 34: Strong value creation accretive to Danone model
Strong value creation accretive to Danone model LIKE-FOR-LIKE SALES Extra +0.5% to +1% GROWTH EBIT MARGIN Accretive Year 2 Solid accretion from Year 1 EPS >10% accretion based on run-rate synergies ROIC impact Year 1: -200 bps CAPITAL EFFICIENCY ROIC back to current 2016 level in Year 3 34
Slide 35: Key transaction parameters
Key transaction parameters $56.25 per share ACQUISITION PRICE $10.4 billion equity value / $12.5 billion enterprise value PREMIUM ≈ 24% premium vs. 30-day average closing trading price 21.2x 2016E consensus EBITDA 2016 MULTIPLE EV/EBITDA ≈14x EBITDA post run-rate synergies 100% cash consideration fi
Slide 36: A perfect match to accelerate strong sustainable profitable growth
A perfect match to accelerate strong sustainable profitable growth ● High growth in stable geographies ● 100% debt financed ● Significant synergies ● Strong investment grade profile expected to be maintained ● Strong value creation ● Accretive to Danone model 36
Slide 37: Next steps to closing
Next steps to closing Closing subject to the main following conditions precedent: ● WhiteWave shareholders’ approval ● Regulatory approvals TRANSACTION CLOSING EXPECTED BY THE END OF THE YEAR 37
Slide 38: Agenda
Agenda 1. INTRODUCTION Emmanuel FABER, Danone CEO 2. WHITEWAVE AT A GLANCE Gregg ENGLES, WhiteWave Chairman & CEO 3. A COMPELLING MOVE FOR DANONE, CREATING A UNIQUE COMBINATION Emmanuel FABER, Danone CEO & Cécile CABANIS, Danone CFO 4. CONCLUSION Emmanuel FABER, Danone CEO 38
Slide 39: Conclusion
Conclusion A perfect match of vision, culture and businesses Creates a truly unique global leader strongly aligned with consumer trends for healthier and more sustainable eating and drinking options Significantly enhances Danone 2020 plan, serving the ambition for an Alimentation revolution