Company presentation. Acquisition of Asan (Cederroth AS) and contemplated private placement. 17 December 2015

Transcription

1 Company presentation Acquisition of Asan (Cederroth AS) and contemplated private placement 17 December

2 Disclaimer This presentation (the "Presentation") has been produced by Weifa ASA (the Company or Weifa ) in connection with the Company's proposed acquisition of Cederroth AS (or Asan ) and the proposed equity financing thereof, solely for use for information purposes to investors and other stake holders and may not be reproduced or redistributed, in whole or in part, to any other person. This presentation is strictly confidential, has not been reviewed or registered with any public authority or stock exchange, and may not be reproduced or redistributed, in whole or in part, to any other person. Information in the presentation, including information regarding Cederroth AS which has been obtained from Cederroth AS, has not been independently verified. No representation or warranty (express or implied) is made as to, and no reliance should be placed on, any information, including projections, estimates, targets and opinions, contained herein, and no liability whatsoever is accepted as to any errors, omissions or misstatements contained herein, and, accordingly, neither the Company nor any of its subsidiary companies and advisors or any such person s officers or employees accepts any liability whatsoever arising directly or indirectly from the use of this Presentation. This Presentation contains certain forward-looking statements relating to the business, financial performance and results of the Company and Asan and/or the industry in which it operates. Forward-looking statements concern future circumstances and results and other statements that are not historical facts, sometimes identified by the words believes, expects, predicts, intends, projects, plans, estimates, aims, foresees, anticipates, targets, and similar expressions. The forward-looking statements contained in this Presentation, including assumptions, opinions and views of the Company or cited from third party sources are solely opinions and forecasts which are subject to risks, uncertainties and other factors that may cause actual events to differ materially from any anticipated development. None of the Company or any of its parent or subsidiary undertakings or any such person s officers or employees provides any assurance that the assumptions underlying such forwardlooking statements are free from errors nor do any of them accept any responsibility for the future accuracy of the opinions expressed in this Presentation or the actual occurrence of the forecasted developments. The Company assumes no obligation, except as required by law, to update any forward-looking statements or to conform these forward-looking statements to our actual results. AN INVESTMENT IN THE COMPANY INVOLVES RISK, AND SEVERAL FACTORS COULD CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF THE COMPANY TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS THAT MAY BE EXPRESSED OR IMPLIED BY STATEMENTS AND INFORMATION IN THIS PRESENTATION, INCLUDING, AMONG OTHERS, RISKS OR UNCERTAINTIES ASSOCIATED WITH THE COMPANY S BUSINESS, SEGMENTS, DEVELOPMENT, GROWTH MANAGEMENT, FINANCING, MARKET ACCEPTANCE AND RELATIONS WITH CUSTOMERS, AND, MORE GENERALLY, GENERAL ECONOMIC AND BUSINESS CONDITIONS, CHANGES IN DOMESTIC AND FOREIGN LAWS AND REGULATIONS, TAXES, CHANGES IN COMPETITION AND PRICING ENVIRONMENTS, FLUCTUATIONS IN CURRENCY EXCHANGE RATES AND INTEREST RATES AND OTHER FACTORS. SHOULD ONE OR MORE OF THESE RISKS OR UNCERTAINTIES MATERIALISE, OR SHOULD UNDERLYING ASSUMPTIONS PROVE INCORRECT, ACTUAL RESULTS MAY VARY MATERIALLY FROM THOSE DESCRIBED IN THIS PRESENTATION. THE COMPANY DOES NOT INTEND, AND DOES NOT ASSUME ANY OBLIGATION, TO UPDATE OR CORRECT THE INFORMATION INCLUDED IN THIS PRESENTATION. By attending or receiving this Presentation you acknowledge that you will be solely responsible for your own assessment of the market and the market position of the Company and that you will conduct your own analysis and be solely responsible for forming your own view of the potential future performance of the Company s business. This Presentation does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction. DISTRIBUTION AND SELLING RESTRICTIONS: The distribution of this Presentation may be restricted by law in certain jurisdictions, and persons into whose possession this Presentation comes should inform themselves about, and observe, any such restriction. Any failure to comply with such restrictions may constitute a violation of the laws of any such jurisdiction, and the Company shall not have any responsibility or liability for any breach of such obligations. This Presentation is only addressed to qualified investors ("Qualified Investors") within the meaning of Article 2(1)(e) of the EU Directive 2003/71/EC (the "Prospectus Directive"). In the event that this Presentation is distributed in the United Kingdom, it shall be directed only at persons who are either "investment professionals" for the purposes of Article 19(5) of the UK Financial Services Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or high net worth companies and other persons to whom it may lawfully be communicated in accordance with Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "Relevant Persons"). Any person who is not a Relevant Person must not act or rely on this Presentation or any of its contents. The securities described herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction in the United States, and, subject to certain exemptions, may not be offered or sold within the United States, absent registration or under an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Neither this document nor any copy of it may be taken or transmitted into the United States, Australia, Canada or Japan or to any person in any of those jurisdictions. 2

3 Strengthening position as leading consumer health company Weifa to acquire the shower and intimate wash brands Asan and Sana from Orkla ASA for a total consideration of NOK 115 million Expands Weifa s portfolio of leading consumer health brands In line with growth strategy and ambition to build Nordic footprint The transaction will be financed through a private placement representing 15% of the current outstanding share capital in Weifa Picture: 3

4 Asan - category champion in the intimate care category A good fit with Weifa s current intimate health portfolio Adds in excess of NOK 50 million in annual revenue Weifa will target EBITDA margin levels in a range around Weifa s current level for the Asan portfolio The transaction is expected to be accretive on Weifa s net profit from the first year of operation Exciting development potential through new products and expansion to the pharmacy channel Strengthens Weifa s position in the consumer health market Picture: 4

5 Clear strategic rationale for the acquisition of Asan Attractive mix of strong brands, size, geography and sales channels Pursuing the ambition to enter close to core lifestyle category Strong retail distribution Complementarity with Weifa s pharma knowledge can accelerate pipeline initiatives Strong brand equity creating a platform for further development of the women- and men intimate health category Growth initiatives for the Asan portfolio identified - Weifa ready to implement growth strategies from the outset 5

6 Transaction overview Weifa has entered into an agreement to acquire the Norwegian shower and intimate wash brand Asan, and correspondingly the Swedish brand Sana (jointly referred to as Asan ) through the acquisition of Cederroth AS from Orkla ASA (the Transaction ) at a total consideration of NOK 115m Cederroth AS has been structured through a carve-in and carve-out process so that all assets in the company are related to Asan and Sana The closing of the Transaction is expected to take place in January 2016, and is subject to customary closing conditions including obtaining antitrust approvals Weifa has taken all necessary steps to ensure that it can operate Asan immediately upon closing In order to finance the Transaction, Weifa will conduct a private placement (the Private Placement ) representing 15% of outstanding share capital in Weifa Contemplated transaction structure simplified Orkla ASA Weifa ASA 100% Cederroth AS Weifa will pay Orkla ASA on completion (a part of the consideration will be paid to Cederroth AB, a fully owned subsidiary of Orkla ASA) Weifa will assume 100% ownership of the shares in Cederroth AS Weifa will enter into a Contract Manufacturing Agreement ( CMA ) with Cederroth AB 4 Weifa will enter into a Transitional Service Agreement ( TSA ) with Cederroth AB 6

7 Asan in brief Asan Asan daily intimate hygiene soap was launched in the Norwegian market in the 1980s and acquired by Cederroth in 1998 Sales split Sales by geography (brand) Since launch, Asan has developed the intimate hygiene category in Norway from a single soap variety to a full product range Asan is available in almost all grocery stores in the Norwegian market Asan was launched in Sweden during the first half of 2011 under the brand name Sana Approx. NOK 52.7m net sales in 2014 Exciting product development pipeline A preferred choice in intimate care - Within the Intimate care category, Asan has outstanding awareness and loyalty levels - Strong market position in Norway with #1 position in the Intimate wash category Sweden (Sana) ~5 % Norway (Asan) ~95 % 7

8 An overview of the Asan product portfolio Mild intimate soap Largest category Body & shower Wet wipes Fresh Original Cranberry & silk extract* Intimate wash Triple shower Cranberry & Silk Extract Shower Oil Unscented Shower & Shave Wipes Man *Replaced by fresh wipes 8

9 Leading market position in Norway Shower including intimate wash Intimate wash Others Competitor 1 Competitor 4 Competitor 3 Competitor 2 Competition include: Source: AC Nielsen Norway as of September