Analyst presentation recommended cash offer by SHV of 40 per share - - PowerPoint PPT Presentation

Analyst presentation – recommended cash offer by SHV of € 40 per share for all shares of Nutreco Amsterdam, 20 October 2014

Knut Nesse, CEO

Agenda

SHV offer for Nutreco Third quarter trading update Summary

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SHV offer for Nutreco

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Attractive offer

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• 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

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 shares1 at € 2,685 million
• Acceptance threshold: at least 95% of outstanding ordinary shares
• SHV has the cash available to provide deal certainty

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• 1. Based on number of outstanding shares as per 20 October 2014

Transaction details

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• 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

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

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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
• n 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

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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

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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

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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

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Our mission

Total shareholders return since IPO in 1997

AEX Nutreco (€)

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TSR of 771% at a price of €40/share

10 20 30 40 50 200 400 600 800 1,000 1,200

Timetable and next steps

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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

Third quarter trading update

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Revenue development third quarter 2014

Q3 2013 Q3 2014 Organic decline

• 2.0%

Acquisitions 0.0% Volume

• 1.0%

1,490.5 1,428.9

Price

• 1.0%

Currency

• 2.2%

(€ 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

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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)

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Summary

Strategy

• Higher value-added portfolio
• f nutritional solutions
• Premix, feed specialties and

fish feed

• Growth geographies Latin

America, Russia, Asia and Africa

• Sustainability throughout the

feed-to-food chain

Q3 trading update

• Animal Nutrition volume

growth +3.2%

• Fish Feed: lower sales to MH;

sales volume to other species +5.4%

• CF&M Iberia: volumes +3.3%
• Outlook: EBITAE at least

equal to 2013 (€ 256.3M)

Feeding the Future SHV offer

• Received intended offer

for € 40 cash per share

• 42% premium to last

closing price

• Boards of Nutreco are

supportive of offer

• Intended offer in best

interest of shareholders and all other stakeholders

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• Our mission is to

contribute to meeting the rising food needs of a growing world population in a sustainable manner

APPENDIX

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Market capitalisation

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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

LTM EV/EBITDA (x)

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Note: based on adjusted number of shares outstanding as per reporting date

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