Extraordinary General Meeting 2015 Amersfoort, 9 February 2015 - - PowerPoint PPT Presentation

Extraordinary General Meeting 2015

Amersfoort, 9 February 2015

Disclaimer

• The information contained herein shall not constitute or form any part of any offer or invitation to

subscribe for, underwrite or otherwise acquire, or any solicitation of any offer to purchase or subscribe for, securities including in the United States, Australia, Canada or Japan.

• The information contained herein is not for publication or distribution into the United States, Australia,

Canada or Japan. Neither this announcement nor any copy of it may be taken or distributed or published, directly or indirectly, in the United States, Australia, Canada or Japan.

• The material set forth herein is for informational purposes only and is not intended, and should not be

construed, as an offer of securities for sale into the United States or any other jurisdiction. Securities may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or an exemption from registration. The securities of the company described herein have not been and will not be so registered. There will be no public offer of securities in the United States, Australia, Canada or Japan.

2 Version 9 February 2015 – 10.00hrs

Agenda

3

• 1. Opening and notifications
• 2. Discussion of the recommended public offer
• 3. Voting items
• 4. Additional agenda items

Agenda item 1: Opening and notifications

1.1: Opening 1.2: Notifications

4

Agenda

5

• 1. Opening and notifications
• 2. Discussion of the recommended public offer
• 3. Voting items
• 4. Additional agenda items

SHV offer for Nutreco

6

Attractive offer

7

• Full cash offer by SHV of € 45.25 per share (cum dividend)
• Attractive premium of 60% to closing price of 17 Oct. (last trading day before first offer)
• Values 100% of the ordinary shares1 at € 3,038 million
• Implied LTM EV/EBITDA multiple of 10.8x as per 30 Sep. 2014
• SHV supports Nutreco’s growth strategy
• Offer in best interests of all stakeholders
• Acceptance threshold: at least 66⅔% of outstanding ordinary shares
• Deal certainty as SHV finances the transaction with cash from own available resources
• Full support and unanimous recommendation from Supervisory and Executive Board
• 1. Based on number of outstanding shares as per 20 October 2014

The Offer price

8

• Full cash offer consisting of € 45.25 per share, representing:
• 60% premium over Nutreco's closing price on 17 October 2014
• 29% to 60% premium based on selected historical average share price levels

and median broker target price; 15% premium to all-time high

28.21 29.93 31.18 32.64 39.19 35.00 €0 €10 €20 €30 €40 €50 17-Oct-14 3-month avg. price 6-month avg. price 12-month avg. price All-time high Median broker TP 60% 51% 45% 39% 15% 29% Offer: €45.25

2

• 1. Since IPO in June 1997; 2. Sourced from Bloomberg as of the Reference Date. Included equity research analyst price targets for the Shares issued after Nutreco’s H1 results on

24 July 2014 and up to and including the Reference Date. Research analysts considered comprise ABN AMRO, Alpha Value, Berenberg, Equita SIM, Goldman Sachs, ING, KBC, Kempen & Co, Petercam, Rabobank, SNS Reaal, and Theodoor Gilissen. 1

Key non-financial details

9

• SHV supports the execution of Nutreco's business strategy, including planned

capital expenditures and mergers & acquisitions

• Nutreco will remain prudently financed
• Head office and key support functions to be maintained in the Netherlands
• Nutreco will retain its corporate identity, values and culture
• SHV will respect existing employee rights
• The Supervisory Board will include two independent members

In the best interests of all stakeholders

• Transaction provides shareholders with attractive premium of 60%
• SHV supports our long-term growth strategy enabling Nutreco to expand
• SHV will comply with existing commitments to employees, clients and suppliers
• 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

10

Process to date

11

September 2014: Nutreco received letter

• f interest from SHV

Transaction Committee (Executive and Supervisory Board members) extensively assessed the intended

• ffer, including all

potential alternatives 19 October 2014: Leonardo & Co. and ING Bank NV issued fairness opinions 20 October 2014: SHV and Nutreco announced a recommended cash

• ffer of € 40 per share

for all shares of Nutreco 2 November 2014: Expression of interest from Cargill 8 November 2014: Expression of interest from Cargill and Permira

Expression of interest by Cargill

• Cargill first expressed an interest on 2 November 2014, but at the same time also

stated not yet to be sufficiently advanced to provide a clear proposal

• Between 2 November and 10 December we had several conversations with Cargill
• Cargill reiterated its interest (this time together with Permira) to pursue a cash offer

for Nutreco on 8 November 2014

• Cargill required due diligence first to come to a non-binding offer and only referred

to a potential price of at least € 43.20

• Subsequently SHV raised its offer price to € 44.50 on 9 November 2014
• On 22 December Cargill announced it would no longer pursue an interest in Nutreco

12

Process to date

13

September 2014: Nutreco received letter

• f interest from SHV

Transaction Committee (Executive and Supervisory Board members) extensively assessed the intended

• ffer, including all

potential alternatives 19 October 2014: Leonardo & Co. and ING Bank NV issued fairness opinions 20 October 2014: SHV and Nutreco announced a recommended cash

• ffer of € 40 per share

for all shares of Nutreco 2 November 2014: Expression of interest from Cargill 9 November 2014: SHV increased its recommended cash

• ffer to € 44.50 per

Nutreco share 5 December 2014: Launch of Recommended cash

• ffer by SHV for all
• utstanding ordinary

Nutreco shares 30 January 2015: SHV increased its recommended cash

• ffer to € 45.25 per

Nutreco share 10 December 2014: Start of Tender Period 8 November 2014: Expression of interest from Cargill and Permira 22 December 2014: Withdrawal of Cargill 9 February 2015: EGM

SHV considerations

• SHV values Nutreco as a very promising and exciting company with good long-term

growth opportunities, solid management and similar company values

• Nutreco is the true global leader in fish feed and animal nutrition
• SHV fully supports Nutreco’s strategy and its focus on innovation and sustainability
• SHV considers Nutreco as a great opportunity to further broaden its presence within

the food and agriculture industries

• Nutreco has a good fit with SHV given their desired mix of activities and geographies
• Its long-term investment approach and track record of supporting portfolio companies'

international growth make SHV an attractive partner for our next phase

14

Support for the offer

15

• Full support and unanimous recommendation from Supervisory Board and

Executive Board

• ING Bank N.V. issued a fairness opinion to the Executive and Supervisory Boards

and Leonardo & Co. provided a fairness opinion to the Supervisory Board

• Members of the Executive Board have entered into irrevocable undertakings to

tender their shares

• Positive stance from Works Council
• Relevant regulatory clearance for the offer mostly received, good progress

made in obtaining clearance for Bosnia Herzegovina, China and Ukraine

• Irrevocable share tender commitments received from significant shareholders

APG and Nationale Nederlanden (respectively holding 9.79% and 7.52% of issued share capital)

Nutreco going forward

• Current Nutreco strategy fully supported by SHV and hence unchanged
• Continuation of existing commitments to clients and suppliers
• Commitment to continue developing innovative nutritional solutions
• Continue international expansion, including anticipated capital expenditures and

mergers and acquisitions

16

Process going forward

17

9 February: EGM Closing Date at 17 February: Close of tender period at 17.40h CET Unconditional Date: No later than 3 business days after the Closing Date Settlement Date: No later than 5 business days after the Closing Date Post-Closing Acceptance Period: Two weeks from Unconditional Date Settlement of tenders in the Post-Closing Acceptance Period: No later than 5 business days after the end of the Post-Closing Acceptance Period

18

Our mission

Total shareholders return since IPO in 1997

19

TSR of 885% at a price of €45.25/share1

10 20 30 40 50 200 400 600 800 1,000 1,200 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014

AEX Nutreco (€)

• 1. As per 30 January 2015

2015

Agenda

20

• 1. Opening and notifications
• 2. Discussion of the recommended public offer
• 3. Voting items
• 4. Additional agenda items

Agenda item 3: Completion bonus of the Executive Board

• Completion bonus of the Executive Board
• For resolution - see explanatory note

21

Agenda item 4: Conditional amendment of the Articles of Association

• Conditional Amendment of the Articles of Association of Nutreco, as per the

Settlement Date and conditional upon Settlement, each as defined in the Offer Memorandum, and authorisation to execute the deed of amendment of the Articles of Association

• For resolution – see explanatory note

22

Agenda item 5: Conditional discharge

• Conditional discharge, as per the Settlement Date and conditional upon

Settlement, of Mr J.M. de Jong, Mr A. Puri and Mrs H.W.P.M.A. Verhagen with respect to their duties and obligations performed and incurred in their respective capacity as member of the Supervisory Board until the EGM

• For resolution – see explanatory note

23

Agenda item 6: Conditional changes in the composition of the Supervisory Board

• 6.1 Conditional voluntary stepping down, as per the Settlement Date and

conditional upon Settlement, of Mr J.M. de Jong, Mr A. Puri and Mrs H.W.P.M.A. Verhagen as member of the Supervisory Board

• For information – see explanatory note
• 6.2 Conditional appointment, as per the Settlement Date and conditional upon

Settlement, of Mr S.R. Nanninga as member of the Supervisory Board

• For resolution – see explanatory note

24

Agenda item 6: Conditional changes in the composition of the Supervisory Board

• 6.3 Conditional appointment, as per the Settlement Date and conditional upon

Settlement, of Mr B.L.J.M. Beerkens as member of the Supervisory Board

• For resolution – see explanatory note
• 6.4 Conditional appointment, as per the Settlement Date and conditional upon

Settlement, of Mr W. van der Woerd as member of the Supervisory Board

• For resolution – see explanatory note

25

Agenda

26

• 1. Opening and notifications
• 2. Discussion of the recommended public offer
• 3. Voting items
• 4. Additional agenda items

Agenda item 7: Any other business

27

Agenda item 8: Closing

28

Thank you