Analyst presentation – recommended cash offer by SHV of € 40 per share for all shares of Nutreco Amsterdam, 20 October 2014 Knut Nesse, CEO
Agenda 1 SHV offer for Nutreco 2 Third quarter trading update 3 Summary
SHV offer for Nutreco 3
Attractive offer • Intended full cash offer by SHV of € 40 per share • Attractive premium of 42% to previous close of Friday 17 October • Full support and unanimous recommendation from Supervisory Board and Executive Board • SHV supports Nutreco’s growth strategy • Intended offer in best interests of shareholders and all other stakeholders 4
Transaction details • Full cash offer consisting of € 40 per share, representing: • 42% premium over Nutreco's closing price on 17 October • 34% premium over Nutreco's average closing price last 3 months • The offers values 100% of the ordinary shares 1 at € 2,685 million • Acceptance threshold: at least 95% of outstanding ordinary shares • SHV has the cash available to provide deal certainty 1. Based on number of outstanding shares as per 20 October 2014 5
Transaction details • SHV supports the execution of Nutreco's business strategy, including planned capital expenditures and merger & acquisitions • Maintain head office and key support functions in the Netherlands • Nutreco will retain corporate identity, values and culture • SHV will respect existing employee rights • Nutreco will retain representation of independent members of the Supervisory Board 6
Process to date • In September 2014, Nutreco received letter of interest from SHV • Transaction Committee was formed consisting of Executive and Supervisory Board members • Constructive discussions with SHV leading to today’s announcement • Unanimous decision making by both Boards • Boards have carefully assessed the intended offer and, in line with their fiduciary duties, the strategic options and the interests of all stakeholders • Leonardo & Co. and ING Corporate Finance have issued fairness opinions 7
In the best interests of all stakeholders • Transaction provides shareholders with premium of 42% since last closing price • SHV supports our long-term growth strategy enabling Nutreco to expand • Commitment to continue developing innovative nutritional solutions for customers on platforms such as feed efficiency, life start and preventive animal health • SHV endorses the three core elements of Nutreco’s success: strategy execution, innovation and competence of its people 8
Introduction to SHV • SHV is a privately-held family company which aims to maintain its strong position in a number of operational activities and selected investment activities • SHV invests for the long term, expands and develops businesses and provides their customers with excellent products and services, which add value • The company was founded in the Netherlands in 1896 as a result of the merger between a number of large coal trading companies • Today, SHV is present in 50 countries on all continents and employs about 47,000 people 9
Fit with SHV • SHV values us for our reputation as a responsible employer, dedication to customers and animal health, and strong relationships with both raw material suppliers as well as farmers • Combination of long-term investment approach and track record of supporting international growth make SHV best possible partner for the next phase of our development • Nutreco and SHV share the same values with focus on people • SHV considers Nutreco as a great opportunity to further broaden its presence within the food and agriculture industries 10
Nutreco going forward • Current Executive Board is committed to take Nutreco to the next phase under this new ownership • Continuation of existing commitments to clients and suppliers • SHV believes in the long-term potential of our business, and will assist us to enhance our various positions for long-term sustainable growth 11
Our mission 12
Total shareholders return since IPO in 1997 AEX Nutreco ( € ) 1,200 50 TSR of 771% at a price of 1,000 40 € 40/share 800 30 600 20 400 10 200 0 0 13
Timetable and next steps Event Timing Announcement intended offer Monday, 20 October 2014 Launch of offer; publication offer memorandum Expected in Q4 2014 Extraordinary General Meeting of Shareholders Expected in Q1 2015 End of acceptance period Expected in Q1 2015 14
Third quarter trading update 15
Revenue development third quarter 2014 Volume Price 1,490.5 -1.0% Currency Acquisitions -1.0% -2.2% 0.0% 1,428.9 Organic decline -2.0% % ( € x million) Q3 2014 Q3 2013 Animal Nutrition 454.9 444.6 +2.3 Fish Feed 639.4 696.1 -8.2 Compound Feed & Meat Iberia 334.6 349.8 -4.4 Total revenue 1,428.9 1,490.5 -4.1 Q3 2013 Q3 2014 16
Third quarter trading update highlights • Animal Nutrition: Organic volume effect was +3.2% due to higher sales in mature markets, growth geographies and young animal feed • Fish Feed: Lower revenue mainly due to significantly lower salmon feed sales to Marine Harvest in Norway. The organic volume growth of fish feed for other species was +5.4% • Compound Feed & Meat Iberia : +3.3% organic volume growth. Good progress made in increasing sales to customers across various channels; YTD 75% of volumes lost to Mercadona replaced • Share buy-back programme of € 100 million terminated : purchased 1,680,553 shares for € 49.2 million at an average price of € 29.25 per share • Outlook: Nutreco expects full year 2014 EBITA before exceptional items from continuing operations to be at least equal to last year (2013: € 256.3 million) 17
Summary SHV offer Q3 trading update Strategy Feeding the Future • • Higher value-added portfolio • Animal Nutrition volume • Our mission is to Received intended offer for € 40 cash per share of nutritional solutions growth +3.2% contribute to meeting the rising food needs of a • • Premix, feed specialties and • Fish Feed: lower sales to MH; 42% premium to last growing world population closing price fish feed sales volume to other species in a sustainable manner +5.4% • • Growth geographies Latin Boards of Nutreco are • CF&M Iberia: volumes +3.3% supportive of offer America, Russia, Asia and Africa • • Outlook: EBITAE at least Intended offer in best • Sustainability throughout the interest of shareholders equal to 2013 ( € 256.3M) and all other stakeholders feed-to-food chain 18
APPENDIX 19
Market capitalisation Total issues ordinary shares 70,237,364 Total treasury stock (as at 20 October) 3,100,937 Total adjusted number of shares 67,136,427 Market capitalisation at € 40/share € 2,685 million 20
LTM EV/EBITDA (x) 1H-2014 Offer price (€) 40.00 Number of shares outstanding (million) 69.6 Market capitalisation at € 40 per share 2,782 Cash (79) Short term financial debt 93 Long term financial debt 392 Total financial debt 405 Enterprise value 3,188 LTM EBITDA 331 LTM EV/EBITDA (x) 9.6x Note: based on adjusted number of shares outstanding as per reporting date 21
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