GrainCorp Acquisition Investor Presentation. May 1, 2013

Transcription

1 GrainCorp Acquisition Investor Presentation May 1, 2013

2 Safe Harbor Statement Some of our comments constitute forward-looking statements that reflect management s current views and estimates of future economic circumstances, industry conditions, Company performance and financial results. The statements are based on many assumptions and factors that are subject to risk and uncertainties, including availability and prices of raw materials, market conditions, operating efficiencies, access to capital, actions of governments, the parties ability to consummate the transaction described herein, the conditions to the completion of the transaction and receipt of any required regulatory approvals, including on terms or schedule different than anticipated. Any changes in such assumptions or factors could produce significantly different results. To the extent permitted under applicable law, the Company assumes no obligation to update any forward-looking statements as a result of new information or future events. ARCHER DANIELS MIDLAND COMPANY 2

3 Transaction Overview Structure and Consideration All-cash offer to GrainCorp shareholders of A$12.20 per share Effective weighted acquisition cost of A$12.01 per share, considering A$11.24 average cost for 19.8% stake GrainCorp will additionally pay dividends from current and retained earnings A$1.00 per share A3.5 per month if regulatory approval not received by October 1 Aggregate transaction value of approximately A$3.4B, including existing ADM ownership and net debt ARCHER DANIELS MIDLAND COMPANY 3

4 Transaction Overview, continued Transaction Metrics ~8.5x FY13E EBITDA based on median broker estimates, excluding synergies (1) Earnings accretive in the first full year Expect run-rate synergies of A$50-70M by end of year two Meets return expectations by end of year three (1) A$3.4B aggregate transaction value FY13 Consensus EBITDA. Does not include dividends to be paid by GrainCorp to shareholders before closing. ARCHER DANIELS MIDLAND COMPANY 4

5 Allied Mills 6% Marketing 8% Oils 16% GrainCorp: A Leading Australian Grain Handler and Oilseeds Processor Key Financial Statistics (1) FY12 net sales ~A$3B (2) FY12 EBITDA A$478M (3) Market capitalization ~A$3B ASX: GNC EBITDA Contribution (4) Malt 28% (5) Storage & Logistics 42% #1 grain handler in Eastern Australia (6) Leading position in grain storage and handling 280+ origination locations Nine port terminals (seven bulk grain) Throughput ~29M tonnes of grain last year Leading exporter of grain from Australia (bulk and container) #2 oilseed crusher in Australia #1 refiner and packager of edible fats and oils in Australia and New Zealand Geographically diversified global malt producer (1) See Notes on page 14. (2) Does not include net sales contribution of Integro or Gardner Smith, which were acquired in August (3) Earnings before financing expenses, taxes, amortization, goodwill impairment, (gain) loss on disposal of assets, integration expenses and net foreign exchange (gain) loss on acquisition. Includes A$31M EBITDA contribution from Integro (year ended June 30, 2012) and A$33M EBITDA contribution from Gardner Smith (year ended March 31, 2012). (4) Based on average EBITDA for 2009, 2010, 2011 and LTM for GrainCorp, Gardner Smith and Integro, where LTM is March 31, 2012 for GrainCorp and Gardner Smith and June 30, 2012 for Integro. (5) Represents 60% of Allied Mills joint venture EBITDA. (6) Share of ABARES wheat, barley, canola, and sorghum production estimates for Australia s eastern states. ARCHER DANIELS MIDLAND COMPANY 5

6 ADM: a Premier Player in Global Agribusiness Key Financial Statistics FY12 net sales $89B Facilities 735+ Market cap $20B NYSE: Corn 17% Ag Services 29% EBITDA Contribution Financial 3% Oilseeds 51% ADM Serving vital needs throughout the world 30,600 employees Sales to 140 countries 469 crop procurement locations 269 processing facilities Ag Services: global crop transportation network 26,900 railcars 2,400 barges 38 oceangoing vessels owned or chartered Includes wheat milling and animal feed Oilseeds: refining, processing and packaging 50 oilseed crushing plants Primarily process soybeans, canola, palm Includes cocoa, peanut and cellulose Corn: sweeteners, starches and ethanol 9 corn processing plants ARCHER DANIELS MIDLAND COMPANY 6

7 Builds on Proven Core Model, Fits Strategy Expand the Size and Global Reach of our Core Model GrainCorp is a leading Australian agribusiness Extensive origination in critical production regions Further diversifies ADM crop supply Efficiencies benefit growers, customers, and shareholders Corn Oilseeds Wheat Cocoa Source Transport Process Transform Distribute Market & Sell Financial strength and industry acumen underpin the chain and drive value Food Feed Fuel Industrial Expand Volumes and Diversify Crops Expand Volumes and Diversify Product Portfolios ARCHER DANIELS MIDLAND COMPANY 7

8 Fills Strategic Need in ADM s Global Origination Footprint (1) excluding olive oil ADM Origination Location GrainCorp Port GrainCorp Receival Location 2011/12 Exports of grains, oilseeds, meals and oils (1) < 100, ,000 1M 1M 10M 10M 25M > 25M Metric Tons ARCHER DANIELS MIDLAND COMPANY 8

9 GrainCorp is Freight-Advantaged to Key Regions of Growing Demand Population Growth Asia 54% Africa 41% South America 7% North America 4% Europe 0% Middle East and Africa 35% GrainCorp Exports by Volume North Asia 23% SE Asia 22% Rest of World 20% ARCHER DANIELS MIDLAND COMPANY 9

10 GrainCorp Business Segment Overview FY 2012A Net Sales (1) A$3.3B FY 2012A EBITDA (2) A$478M Storage & Logistics Marketing Oils Malt Allied Mills (JV) FY12A Revenue: A$536M FY12A EBITDA: A$250M FY12A Revenue: A$1,849M FY12A EBITDA: A$63M FY12A EBITDA: A$64M FY12A Revenue: A$945M FY12A EBITDA: A$117M FY12A EBITDA (3) : A$25M Business: storage & logistics and ports operations Largest grain storage network on Australian east coast Flexible network of 280+ origination sites in the region 7 ports handle large share of bulk grain exports Buys and sells wheat, barley, sorghum, canola and protein meals, serving both domestic and overseas customers Broad base of ~80 overseas customers in 25+ countries International offices located in Germany, Canada and the UK Accredited bulk wheat exporter Note: See Notes on page 14. (1) Does not include net sales contribution of Integro or Gardner Smith. (2) Earnings before financing expenses, taxes, amortization, goodwill impairment, (gain) loss on disposal of assets, integration expenses and net foreign exchange (gain) loss on acquisition. Includes A$31M EBITDA contribution from Integro (year ended June 30, 2012), A$33M EBITDA contribution from Gardner Smith (year ended March 31, 2012) and A$10M Net Profit After Tax ( NPAT ) contribution from Allied Mills (60% JV share). Includes corporate expenses of A$26M. (3) Represents 60% share of Allied Mills joint venture. Largest refiner and packager of branded and private label edible fats and oils in Australia and New Zealand ~280k metric tonnes p.a. capacity Second largest oilseed crusher in Australia 3 canola seed crushing plants sourcing ~300k metric tonnes of canola p.a. Bulk liquid port terminal network in Australia, New Zealand and China 13 terminals handling ~1M m 3 of bulk liquids p.a. World s fourth largest commercial malt producer Formed Malt business through acquisitions of United Malt Holdings and GermanMalt Four plants in Australia with 0.25M metric tonnes capacity 14 plants located globally (Canada, US, UK, Germany) with 1.4M metric tonnes capacity Australia s leading supplier of flour, national network, 12 processing facilities Joint venture between GrainCorp and Cargill; GrainCorp owning 60% economic interest GrainCorp has 50% voting interest ARCHER DANIELS MIDLAND COMPANY 10

11 Complementary Core Businesses ADM s Proven Core Model Sourcing GrainCorp Wheat, barley, sorghum and canola origination, storage and handling Transport Network of rail, road freight, and port capacities to support domestic and export sales Process Oilseed crushing, malting and wheat flour milling Transform Edible oil refining and packaging; bakery pre-mix blending and other value-added products Distribute Market & Sell Bulk and edible oil terminaling and distribution; network of distribution warehouses for malt, and for flour and bakery products through Allied Mills Marketing and selling a range of branded and packaged edible fats and oils to the food service industry; marketing and selling flour and bakery pre-mixes to supermarkets and food service bakeries ARCHER DANIELS MIDLAND COMPANY 11

12 ADM has Excellent Financial Flexibility A$2.2B GrainCorp equity to be acquired; estimated net debt of A$0.7B As of March 31, ADM cash and available credit of ~$8B Funding ADM expects to generate operating cash flows through closing Depending on crop prices, working capital release may be cash source in 2H13 Expect to fund through combination of operating cash flow and debt ARCHER DANIELS MIDLAND COMPANY 12

13 (1) See notes on page 14 Excellent Strategic Fit Expands and Diversifies Global Footprint Leadership origination position in a top producing region Further balances ADM s global origination Complementary asset base very little overlap Earnings accretive in year 1 Achieve ADM s WACC + 2% ROIC target by end of year 3 (1) Consistent with ongoing portfolio management ARCHER DANIELS MIDLAND COMPANY 13

14 Notes: All financial information of GrainCorp Limited included in this presentation is based on information obtained from GrainCorp s historical public disclosures, prepared in accordance with Australian Accounting Standards. The Company uses certain non-gaap financial measures as defined by the Securities and Exchange Commission, such as Return on Invested Capital (ROIC). These are measures of performance not defined by accounting principles generally accepted in the United States, and should be considered in addition to, not in lieu of, GAAP reported measures. ARCHER DANIELS MIDLAND COMPANY 14