Fonterra Co-operative Group Limited · NZX:FCG
Fonterra Co-operative — Merger or Acquisition (October 2004)
8 slides from Fonterra Co-operative's merger presentation, Oct 28, 2004
Slide 1: Henry van der Heyden, Chairman, Fonterra Co-operative Group
Henry van der Heyden Chairman Fonterra Co-operative Group 28 October 2004 1 Graham Stuart Director Strategy and Growth Fonterra Co-operative Group 28 October 2004 1
Slide 2: Summary and Strategic rationale
Summary Ÿ Fonterra bid for National Foods Limited (NFD) Ÿ Fonterra currently has an interst of 19% of NFD (1.8% subject to FIRB) Ÿ Cash offer A$5.45 per share Ÿ Values NFD in total at A$1.62 billion Ÿ 21.7% premium on 1 month VWAP (pre SPC announcement) Ÿ Conditional on > 50% acceptance 3 Strategic
Slide 3: A Generous Cash Offer
A Generous Cash Offer Ÿ Material premium over recent prices, which have been inflated as a result of speculation of corporate activity for some time 16.7% premium 21.7% premium 20.6% premium 12.6% premium $5.50 $5.00 $4.50 $4.00 $3.50 $3.00 $5.45 $2.50 $4.84 $4.67 $4.48 $4.52 $2.00 $1.50 $1.00 $0.50
Slide 4: A Generous Cash Offer (cont'd); NFD: Uncertain Growth Outlook
A Generous Cash Offer (cont’d) Ÿ Also a premium to international comparables 2005E Cash P/E DAIRY BRANDED FOODS 19.6x 17.1x 15.3x 15.3x 14.5x 13.8x 12.5x 11.5x 11.0x NFD(1) 9.3x 9.2x 8.8x 8.3x 7.7x 6.9x Sheilagh Saputo Dean Glanbia Robert FromageriesPremier Arla Dairy Bongrain Kraft DanoneGeneral Ne
Slide 5: Limited conditions and Current timing
Limited conditions Ÿ 50% minimum acceptance Ÿ No announcement or binding agreement with SPC Ÿ Disclosure and waiver of change of control cancellation rights on material contracts Ÿ FIRB, ACCC and NZCC clearances Ÿ ASX200 index does not fall below 3250 Ÿ No material changes to NFD or its business Ÿ P
Slide 6: Options for shareholders
Options for shareholders Ÿ Realise excellent value for shares now Ÿ Significant risks in pursuing potential agreement with SPC – uncertain, non-core Ÿ NFD Board should pause and permit shareholders opportunity to accept Fonterra bid 11 Restore confidence to sector Ÿ Drought and deregulation = tough
Slide 7: Fonterra background and Australian operations
Fonterra background Ÿ One of the world’s largest dairy companies Ÿ New Zealand’s largest company Ÿ Co-operative with 12,000 farmer shareholders Ÿ 20,000 employees Ÿ Operates in 140 countries 13 Australian operations Ÿ Over A$1.4 billion in sales Ÿ 2000 employees Ÿ Markets broad range of dairy produc
Slide 8: Summary
Summary Ÿ Cash offer for all of National Foods, priced generously Ÿ Entry by Fonterra into national yoghurt and milk in Australia, complements our leadership in cheese and spreads Ÿ Fonterra a leading global dairy company with operations in 140 countries Ÿ Fonterra has built its business into a worl
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