Ag Growth International Inc. · TSX:AFN
Ag Growth International — Merger or Acquisition (November 2014)
22 slides from Ag Growth International's merger presentation, Nov 11, 2014
Slide 1: Westeel Acquisition
E X PA N D I N G O U R G ROW T H P L AT F O R M WESTEEL ACQUISITION NOVEMBER 11, 2014 A preliminary short form prospectus containing important information relating to the securities described in this document has not yet been filed with the securities regulatory authorities in certain of the provinc
Slide 2: Forward Looking Statements
FORWARD LOOKING STATEMENTS This investor presentation contains forward-looking information within the meaning of applicable Canadian securities laws ("forward-looking statements"). Statements other than statements of historical fact contained in this presentation may constitute forward-looking state
Slide 3: Transaction Overview
TRANSACTION OVERVIEW Ag Growth International ("AGI"), Vicwest Inc. and Kingspan Group Limited have entered into an arrangement agreement pursuant to which Kingspan (through an acquisition company) will acquire all of the issued and outstanding shares of Vicwest and AGI (through an acquisition comp
Slide 4: Terms of the Transaction
TERMS OF THE TRANSACTION PURCHASE PRICE $210 M enterprise value plus excess cash & working capital adjustment ADJUSTED EBITDA(1) $20 M 2014E TRANSACTION MULTIPLE 10.5x 2014E Adjusted EBITDA (2) FINANCING Transaction will be financed with a combination of debt and equity SYNERGIES Anticipated near te
Slide 5: Transaction Financing
TRANSACTION FINANCING E n t e r p r i s e Va l u e $ 2 1 0 M i l l i o n Convertible Equity Debt Debentures ~$45 M $45 M $120 M Bought Deal Bought Deal Fully Committed Subscription receipts 5.25% subordinated unsecured New Senior Secured Credit convertible to common shares 5-year fixed rate ex
Slide 6: Slide 6
Slide 7: Vision and Strategy
To Be the Global Leader in Grain Handling, VISION: Storage and Conditioning Solutions S T R AT E G Y: Focused catalogue expansion, acquiring leading brands 1. to create a one stop shop environment to maximize our “share-of-wallet” from our customer base Geographic diversification to mitigate regiona
Slide 8: Transaction Highlights
TRANSACTION HIGHLIGHTS HIGHLY STRATEGIC ACQUISITION OF CANADA’S LEADING BRAND IN GRAIN STORAGE NEW PRODUCTS COMPLEMENT AND EXPAND SEED AND FERTILIZER CATALOGUE PROVIDES SCALE TO COMPETE AGAINST GLOBAL PLAYERS TO PURSUE INTERNATIONAL GROWTH ACHIEVES SIGNIFICANT SYNERGIES GENERATES IMMEDIATE ACCRETION
Slide 9: Westeel: 110 Years of Brand Loyalty
WESTEEL: 110 YEARS OF BRAND LOYALTY 9
Slide 10: Westeel: Clear Canadian Leader
WESTEEL: CLEAR CANADIAN LEADER GROWING GLOBAL PRESENCE Tisdale Saskatoon Olds Winnipeg Fargo ITALY SPAIN INDIA 10
Slide 11: Westeel: Geographic Balance
WESTEEL: GEOGRAPHIC BALANCE 2013 REVENUE BY GEOGRAPHY S TA N D A L O N E PRO FORMA 26% 21% AGI 22% 53% 38% 40% Westeel 10% 83% 7% Canada U.S. International 11
Slide 12: Westeel: Historical Financials
WESTEEL: HISTORICAL FINANCIALS Strong Upside Potential 2013 and H1-2014 EBITDA were impacted by one time events Record order backlog Rising steel prices Financial constraints ADJUSTED EBITDA REVENUE A N D E B I T D A M A R G I N (1) $202.0 16.7% 13.9% $25.4 11.2% 11.8% $151.7 $155.5 $21.5 7.
Slide 13: Westeel: 2014E Adjusted EBITDA
WESTEEL: 2014E ADJUSTED EBITDA Immediate Corporate Cost Savings 2 0 1 4 E A D J U S T E D E B I T D A (1) Westeel 2014 Adjusted EBITDA is ($1.4) $3.7 expected to be $20.0 M Based on expected Westeel EBITDA of $17.7 M, which is burdened with corporate costs $20.0 $17.7 Westeel's 2014 EBITDA has
Slide 14: Westeel: An Excellent Fit with AGI
WESTEEL: AN EXCELLENT FIT WITH AGI H I G H LY C O M P L E M E N TA R Y P R O D U C T S PRODUCT BENEFIT COMBINED Leading Portable & Leading Grain Storage Unique Combination of Permanent Grain Catalogue: Smoothwall, Comprehensive On Farm, Handling Catalogue Hopper Cones, Commercial Portable & Commerci
Slide 15: Complementary Geographies
COMPLEMENTARY GEOGRAPHIES Central & Western Europe Canada RUK U.S. Middle East / North Africa India Latin America Australia / New Zealand 15
Slide 16: North American Growth Opportunities
NORTH AMERICAN GROWTH OPPORTUNITIES Changes to CWB have opened opportunities for growers to store and market their grain Growth of seed and fertilizer handling is a trend for operators to manage their risk Investment in seed technology by Monsanto and Pioneer should lead to increased corn acre
Slide 17: International Growth Opportunities
INTERNATIONAL GROWTH OPPORTUNITIES The international grain storage deficit creates significant short and long term growth Provides scale to compete against large C O N S TA N TA S I T E - R O M A N I A international players More robust catalogue enhances ability to provide customers with compl
Slide 18: Demand Drivers Remain Strong
DEMAND DRIVERS REMAIN STRONG CROP PRODUCTION VOLUME HARVEST CONDITIONS STORAGE PRACTICES INFRASTRUCTURE GAP 18
Slide 19: Strategy: Catalogue Expansion & Geographic Diversification
STRATEGY CATALOGUE EXPANSION & GEOGRAPHIC DIVERSIFICATION 2015 2014 2011 2010 2008 2007 2006 2005 2004 IPO 2000 1998 1997 1997 1996 Founded November, 1996 19
Slide 20: Transaction Highlights
TRANSACTION HIGHLIGHTS HIGHLY STRATEGIC ACQUISITION OF CANADA’S LEADING BRAND IN GRAIN STORAGE NEW PRODUCTS COMPLEMENT AND EXPAND SEED AND FERTILIZER CATALOGUE PROVIDES SCALE TO COMPETE AGAINST GLOBAL PLAYERS TO PURSUE INTERNATIONAL GROWTH ACHIEVES SIGNIFICANT SYNERGIES GENERATES IMMEDIATE ACCRETION
Slide 21: Non-IFRS Measures
NON-IFRS MEASURES NON-IFRS MEASURES This presentation refers to a number of financial measures of Westeel's performance that are not recognized under International Financial Reports Standards ("IFRS"), including “EBITDA”, “Adjusted EBITDA” and “EBITDA margin”. A non-IFRS financial measure is a numer
Slide 22: Westeel Acquisition
E X PA N D I N G O U R G ROW T H P L AT F O R M WESTEEL ACQUISITION NOVEMBER 11, 2014
Ag Growth International — Merger or Acquisition (November 2014) on 6ix