Corn Products International, Inc. To Acquire National Starch for $1.3 Billion in Cash; Creates $5 Billion Global Ingredients Company June 21, 2010 Ilene Gordon Chairman, President, and CEO Cheryl K. Beebe Chief Financial Officer 1
Forward Looking Statements This presentation contains or may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends these forward-looking statements to be covered by the safe harbor provisions for such statements. These statements include, among other things, any predictions regarding the Company s prospects or future financial condition, earnings, revenues, expenses or other financial items, any statements concerning the Company s prospects or future operations, including management s plans or strategies and objectives therefor, expectations regarding the proposed acquisition, including synergies, time of closing, accretion and credit ratings, and any assumptions, expectations or beliefs underlying the foregoing. These statements can sometimes be identified by the use of forward looking words such as may, should, will, anticipate, believe, plan, project, estimate, expect, intend, continue, pro forma, forecast or other similar expressions or the negative thereof. All statements other than statements of historical facts in this presentation or referred to in this presentation are forwardlooking statements. These statements are based on current expectations, but are subject to certain inherent risks and uncertainties, many of which are difficult to predict and are beyond our control. Although we believe our expectations reflected in these forward-looking statements are based on reasonable assumptions, stockholders are cautioned that no assurance can be given that our expectations will prove correct. Actual results and developments may differ materially from the expectations expressed in or implied by these statements, based on various factors, including the effects of the global economic recession and its impact on our sales volumes and pricing of our products, our ability to collect our receivables from customers and our ability to raise funds at reasonable rates; fluctuations in worldwide markets for corn and other commodities, and the associated risks of hedging against such fluctuations; fluctuations in the markets and prices for our co-products, particularly corn oil; fluctuations in aggregate industry supply and market demand; the behavior of financial markets, including foreign currency fluctuations and fluctuations in interest and exchange rates; continued volatility and turmoil in the capital markets; the commercial and consumer credit environment; general political, economic, business, market and weather conditions in the various geographic regions and countries in which we manufacture and/or sell our products; future financial performance of major industries which we serve, including, without limitation, the food and beverage, pharmaceuticals, paper, corrugated, textile and brewing industries; energy costs and availability, freight and shipping costs, changes in regulatory controls regarding quotas, tariffs, duties, taxes and income tax rates; operating difficulties; boiler reliability; our ability to effectively integrate acquired businesses; labor disputes; genetic and biotechnology issues; changing consumption preferences and trends; increased competitive and/or customer pressure in the corn-refining industry; and the outbreak or continuation of serious communicable disease or hostilities including acts of terrorism. Factors relating to the proposed acquisition that could cause actual results and developments to differ from expectations include: required regulatory approvals may not be obtained in a timely manner, if at all; the proposed acquisition may not be consummated in a timely manner or at all; the anticipated benefits of the proposed acquisition, including synergies, may not be realized; the integration of National Starch s operations with those of Corn Products may be materially delayed or may be more costly or difficult than expected, and we may be unable to maintain our current credit ratings. Our forward-looking statements speak only as of the date on which they are made and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of the statement as a result of new information or future events or developments. If we do update or correct one or more of these statements, investors and others should not conclude that we will make additional updates or corrections. For a further description of these and other risks, see Risk Factors included in our Annual Report on Form 10-K for the year ended December 31, 2009 and subsequent reports on Forms 10-Q or 8-K.This presentation also may contain references to the Company s long term objectives and goals targets with respect to certain metrics. These objectives, goals and targets are used as a motivational and management tool and are indicative of the Company s long term aspirations only, and they are not intended to constitute, nor should they be interpreted as, an estimate, projection, forecast or prediction of the Company s future performance. 2
Corn Products to acquire National Starch for $1.3 billion in cash Creates nearly $5 billion global ingredients company Expect to close by end of Q3 2010 Subject to normal regulatory approvals Expect synergies of at least $50 million Expect the transaction, on a cash basis, to be accretive by the end of 2011 3
National Starch is the global leader in specialty starch ingredients with a focus in food applications $1.2 billion in sales 1 Normalized EBITDA 2 between $135 million - $150 million Recognized innovator in food ingredients and specialty starches Leading global supplier of specialty starches with a focus in the food industry Core competence in value-added selling, application technology, and marketing Dedicated and experienced employee base around the world 1 IFRS 2009 carve out 2 2010 estimated IFRS carve out 4
Expect to maintain investment grade credit rating Purchase price - $1.3 billion in cash Transaction to financed through cash, debt and new equity Expect to maintain existing investment grade credit rating 5
Early gross synergy expectations of at least $50 million Expect synergies to come from three main areas: Manufacturing Procurement and logistics SG&A Expect to attain full benefit of synergies in run rate earnings by end of 2012 6
Corn Products will move quickly to integrate and attain synergy savings Speed - accelerate go-to-market strategy People Teamwork Best person for the job Treat with respect and fairness Commercial best practices from either company Consolidate manufacturing platforms Ingredient development - leverage know-how 7
National Starch hits the strategy sweet spot for long-term shareholder value creation A Leading Global Supplier of Ingredient Solutions SHAREHOLDER VALUE CREATION Organic Growth Broadening Ingredient Portfolio OPERATING EXCELLENCE Geographic Scope National Starch Offers Operating Excellence Ingredient development Applications and solutions Go-to-market capabilities Broadening Portfolio Modified starches and texturants Geographic Scope Europe SE Asia, China India, Japan Australia and New Zealand 8
National Starch improves Corn Products position in its global priority food segments Estimated 2009 Net Sales by Market Corn Products - Pre Acquisition Combined Companies Feed 12% Other 12% Paper & Corrugating 8% Brewing 9% Feed 12% Other 8% Paper & Corrugating 10% Brewing 12% Soft Drinks 14% Processed Foods, Confection, Baking 42% Soft Drinks 10% Processed Foods, Confection, Baking 51% 9
The acquisition is strategically compelling Expands ingredient portfolio in our global priority areas Market segments align with our global priorities Enhances competitive position Enhances strong geographic footprint Provides enhanced innovation through in-house ingredient development Offers additional go-to-market capabilities Creates significant production efficiencies and cost synergies 10
Corn Products Core Competencies National Starch Core Competencies National Starch s technology and expertise enhance Corn Products ingredient solutions capabilities Starch Based Green Solutions Specialty Flours Resistant Starches Physically Modified Starches Modified Starches Starch Maltodextrins Glucose Syrups HFCS Dextrose Polyols Oligosaccharides 11
National Starch brings world class R&D with over 800 issued patents and pending patent applications Patents and pending applications in: Nutrition Food applications and texturants Thermally inhibited starch ( clean label ) Processing: various process patents to improve cost / quality Plant Science: various hybrids of corn, potato, tapioca Pharmaceutical excipients Delivery: encapsulation, emulsion, stabilization Industrial applications: paper and bio-polymers 12
The combined footprint covers the globe Sales offices in 29 countries, 38 plants in 16 countries 1 R&D center and 9 ingredient development centers Russia Canada UK Germany US KoreaJapan Corn Products HQ National Starch HQ Wet Mill Plants Mexico Colombia Ecuador Peru Venezuela Brazil Nigeria Kenya Pakistan India Thailand Malaysia Singapore Indonesia China Vietnam Philippines Starch Processing Only Plants Polyols Only Plants R&D Center Ingredient Development Centers Sales/Representative Offices Chile Argentina Uruguay South Africa Australia New Zealand Technical License Agreements 13
The combination adds Europe and a more significant Asia / Pacific presence Estimated 2009 Net Sales by Region 27% Corn Products - Pre Acquisition 11% 15% Combined Companies 6% 62% 24% 55% North America South America Asia/ Africa North America South America Asia/ Pacific Europe 14
Conclusion 15
The acquisition positions Corn Products for sustained shareholder value creation Improved market segment and product mix Larger presence in processed foods, a priority segment Increased breadth in value-added product offerings Greater solution capabilities Ingredient development Strengthened technical expertise Enhanced processing technologies Complementary geographic footprint Enhanced ability to serve global customers Expected margin enhancement due to broader value-added offerings 16
Q&A 17