grupo lala, s.a.b. de c.v. lala to acquire vigor … · summary of the acquisition 3 (1) 0.011%...
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DISCLAIMER
This material does not constitute an offering document. This material was prepared solely for informational purposes and is not to beconstrued as a solicitation or an offer to buy or sell any securities. Any offering of securities will be made solely by means of an offeringmemorandum, which will contain detailed information about the Company and its business and financial results, as well as its financialstatements.
Securities may not be offered or sold in the United States unless they are registered or exempt from registration under the U.S.Securities Act of 1933, as amended.
This presentation includes forward-looking statements or statements about events or circumstances which have not yet occurred. Wehave based these forward-looking statements largely on our current beliefs and expectations about future events and financial trendsaffecting our businesses and our future financial performance. These forward-looking statements are subject to risk, uncertainties andassumptions, including, among other things, general economic, political and business conditions, both in Mexico and in Latin Americaas a whole. The words “believes”, “may”, “will”, “estimates”, “continues”, “anticipates”, “intends”, “expects”, and similar words areintended to identify forward-looking statements. We undertake no obligations to update or revise any forward-looking statementsbecause of new information, future events or other factors.
In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this presentation might not occur.Therefore, our actual results could differ substantially from those anticipated in our forward-looking statements.
No representation or warranty, either express or implied, is provided in relation to the accuracy, completeness or reliability of theinformation contained herein. It should not be regarded by recipients as a substitute for the exercise of their own judgment. We andour affiliates, agents, directors, employees and advisors accept no liability whatsoever for any loss or damage of any kind arising out ofthe use of all or any part of this material.
This material does not give and should not be treated as giving investment advice. You should consult with your own legal, regulatory,tax, business, investment, financial and accounting advisers to the extent that you deem it necessary, and make your own investment,hedging and trading decision based upon your own judgment and advice from such advisers as you deem necessary and not upon anyinformation in this material.
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SUMMARY OF THE ACQUISITION
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(1) 0.011% remaining belongs to a minority shareholders who were not considered in the offer
The Board of Directors of Grupo LALA, S.A.B. de C.V. has agreed to propose to LALA´s shareholders the acquisition of up to 100% of the shares of Vigor Alimentos S.A., a Brazilian dairy company, and directly or indirectly, 100% of the shares of Itambé Alimentos, S.A. for an implied value of R$5,725 million• Considering estimated 2017 net revenues of R$5,024 million and EBITDA of R$329 million, the
multiples of the Transaction are 1.1x sales and 17.4x EBITDA
As a first step towards completing the transaction, LALA, FB Participações and JBS S.A. entered intoa share purchase agreement pursuant to which LALA will acquire, subject to its terms andconditions, 91.99% of the shares of Vigor
Finally, the Transaction contemplates LALA’s acquisition, directly or indirectly, of up to 100% of the shares of Itambé, subject to the exercise of certain rights by Vigor’s partner, Cooperativa Central dos Produtores Rurais de Minas Gerais Ltda. under their existing shareholders´ agreement
In addition, as part of the Transaction, LALA may acquire from Arla Foods International A/S (“Arla”) an additional 8% of Vigor’s shares, increasing LALA’s participation to 99.99%(1)
SUMMARY OF THE ACQUISITION
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Financing for the Transaction will include a bridge loan, followed by a combination of long-term
debt and additional equity of approximately US$550 million, of which an estimated $315
million will be committed by LALA’s current shareholders
Additional information of the Transaction
The Transaction is subject to certain common conditions, including the approval by Grupo
LALA’s shareholders meeting, governmental authorizations, shareholder agreements and other
inherent contractual conditions
Substantial provisions for a successful integration and mitigation of risks have been included in
the share purchase agreement
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SHAREHOLDERS STRUCTURE
FBParticipación
72.57% 19.43% 8.0%
50.0%
0.0%
50.0%
Others1
100.0%
(1) Minority shareholders who did not accept to participate in the tender offer launched by Vigor’s on June 17th, 2016
RATIONALE OF THE ACQUISITION
Brazil is the largest dairy market in Latin America with a favorable outlook
The acquisition supports our vision of becoming the preferred dairycompany in the Americas
Vigor has top-of-mind brands with unique positioning in yogurt and cheese,and a strong presence in the fast growing foodservice segment
We are paying a reasonable price of entry to the market for a high qualityasset
Synergies with LALA are realistic upsides, excluded from our valuation:
Productivity of local milk producers, R&D, raw material and equipmentsourcing, engineering, marketing, go-to-market, administration, andother areas
The combined companies have a pool of talented executives with proventrack records in the Brazilian dairy market
The Transaction supports LALA’s growth strategy in healthy and nutritiousproducts
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WHY BRAZIL?
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Brazil is on path towards structural changes that promise a bright future
Latin America’s largest economy
Attractive demographics withpopulation forecasted to reach ~216million by 2020 (1)
(1) Source: The Economist Intelligence Unit(2) Source: IMF(3) Source: FAO
GDP Growth (2)
World’s Largest Milk Producers (3)
0.2%
2.0% 2.1% 2.2% 2.3% 2.3%
2017E 2018E 2019E 2020E 2021E 2022E
93.5
66.4
37.6 35.0 32.4 32.4 23.3 21.3
USA In Ch Br Rus GR FR NZ
Bn liters, 2014
Ongoing institutional and political reforms discussions shall create positive momentum
Strong long-term growth prospects,with economic recovery picking updespite recent headwinds
VIGOR + ITAMBÉ: COMPLEMENTARY COMPETITIVE
STRENGTHS
Driving growth via innovation in branded
value added dairy products
Leading dairy brand in Southeast region with
profitable milk business in multiple formats
▪ Itambé has demonstrated value addeddairy segment potential
▪ Itambé brand is trusted for quality andexpertise in milk
Consumer brands
Food service brands
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STRONG PRODUCT PORTFOLIO
Leading brands supported by innovation
and high impact advertising
Itambé’s profitable milk business has scale
and flexibility
▪ Vigor is #1 in greek yogurt▪ Combined yoghurt brands are #2 nationally
Yoghurt
▪ Vigor is #1 spreadable cheese▪ Faixa Azul is #1 grated cheese▪ Danubio is #2 fresh cheese (queso fresco)
Cheese
▪ Itambé #2 powdered milk Brand▪ Multiple milk formats: powdered,
condensed, fresh and UHT
Milk
▪ Growth in value added derivatives andyogurt desserts
Yoghurt
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SPREADABLE AND FOOD SERVICE BUSINESS
ARE NEW TO LALA’S PORTFOLIO
Spreadable business
• Spreadable margarine, butter andcheeses represent 34% of Vigor sales
• Dedicated growing food servicebusiness
Food service business
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OPERATIONAL INFRASTRUCTURE
Milk collection centers: 11
Vigor (3)
Itambé (8)
Farmers: 1,260 Vigor; 4,715 Itambé
Processing facilities close to main consumers markets and to sources of raw materials
Milk extraction centers located in the main milk producing basins
Industrial facilities: 14
Vigor (9)
Itambé (5)
Distribution centers: 31
Vigor (19)
Itambé (12)
Wide footprint to support sales across the entire country
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Combined companies provides consolidated production and distribution infrastructure in central and southeast Brazil
POTENTIAL FOR CONTINUED PARTNERSHIPS
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Leading European dairy company
Established Brazilian dairy cooperative known for quality
4,395
5,220
4,928 5,024
2014 2015 2016 2017E
FINANCIAL INFORMATION
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1,866 1,563 1,414
R$ mm
US$ mm1
NET REVENUES
(1) Exchange Rate USD/BRL 2014: R$2.35, 2015: R$3.34, 2016: R$3.49, 2017: R$3.3
1,522
355
456
243
329
2014 2015 2016 2017E
FINANCIAL INFORMATION
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151 137 70
R$ mm
US$ mm1
EBITDA
(1) Exchange Rate USD/BRL 2014: R$2.35, 2015: R$3.34, 2016: R$3.49, 2017: R$3.3
100
Impacted by milkprice increase
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Organic growth driven by:
• Innovation in profitable value added products
such as cheese, yoghurt, and specialty milks
• Increasing presence in the fast growing
foodservice and cash & carry channels
• Geographic expansion
Synergies
• Upstream and downstream operating synergies• Synergies across Grupo LALA
POTENTIAL TO CREATE SIGNIFICANT VALUE FOR OUR SHAREHOLDERS
NEXT STEPS
Margin expansion
• More profitable product mix
• Optimization of asset base
Leverage full potential of talented team of executives
in Vigor, Itambé and LALA
MESSAGE FROM MANAGEMENT
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Scot Rank, CEO: “We are pleased that Vigor will be the platform for
growth of LALA in Brazil. Vigor has the scale, the innovation, and
talent needed to build profitable value-added dairy business.”
CONTACT INFORMATION
Investor RelationsMariana Rojo & Estefania Vazquez+52 (55) 9177 [email protected]
Forward-looking statementsThis document contains certain assumptions, projectionsand forward-looking statements regarding the Company’sfinancial situation, operative results and information, GrupoLALA’s business and that of its subsidiaries as well as withregards to the Company’s related plans and objectives.This executive summery does not constitute a publicsecurities offering on behalf of LALA and is intended to beused for informational purposes only.
Stock InformationGrupo LALA has been traded under the ticker ‘LALA’ on the Bolsa Mexicana de Valores (BMV) since October 16th, 2013.
For more information: www.grupolala.com
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