Engro Corporation Partnership with Royal FrieslandCampina July 2016
Key Transaction Terms Two-step transaction: EC to sell up to a 51% stake in EF through a private sale followed by a mandatory tender offer (MTO) Enterprise Value of Rs 96.6 billion FrieslandCampina in contractual agreement to acquire a 51% stake of Engro Foods, owned by Engro Corp The sale of the EC stake is governed under a SPA with customary representations and warranties FrieslandCampina is obliged to make a mandatory tender offer for 50% of Engro Foods free float (c. 6.5%) Engro Corp to remain a significant shareholder in EF. Its ownership will be between 36.0% and 42.5% of EF, depending on the MTO subscription Partnership between FrieslandCampina and EC governed by a shareholder agreement Estimated Price per share of Rs 120 (1) Implied EV / EBITDA multiple of approximately 13.4x (2) 100% of proceeds in cash EC to receive Technical Assistance Fee (TAF) of 0.5% of net sales (3) (1) Price per share adjusted for debt and debt-like items, cash and cash equivalents and working capital (2) Based on a 2015A EBITDA (3) Technical Assistance Fees are net of withholding taxes. 1
Proposed Transaction Structure Final ownership structure is dependent on how many shares are successfully tendered (up to 6.5%) FrieslandCampina International Holdings Co. IFC and FMO Engro Corporation c.80% c.20% SPV Up to 42.5% depending on MTO 51% Between 6.5% and 13%, depending on MTO Engro Foods Free Float Note: 50% of the shares of the free float are offered in the MTO. In the event of an undersubscription of the MTO, EC shall sell to FrieslandCampina the balance of shares required in order for FrieslandCampina to reach 51% ownership of EF. 2
Royal FrieslandCampina, EC s Potential JV Partner FrieslandCampina is one of the world s largest dairy companies owned 100% by Zuivelcoöperatie FrieslandCampina with about 19,000 member farmers Overview FrieslandCampina supplies dairy consumer products such as milk, infant nutrition, cheese and desserts both directly to consumers and to professionals via an extensive distribution network FrieslandCampina has offices in 32 countries and employs over 22,000 people Currently, no Consumer Goods presence in the Asian subcontinent (Pakistan, India, Sri Lanka, or Bangladesh) As part of the Company s 2020 strategy, it is seeking to grow in dairy-based beverages, infant nutrition and branded cheese, in particular via M&A FC Particularly seeking growth in Asia, Middle East and Africa FrieslandCampina s cooperative structure comprises 19,000 member dairy farmers in the Netherlands, Germany and Belgium; one of the world s largest dairy cooperative Headquartered in Amersfoort, Netherlands Financial Profile Consumer Products EMEA Consumer Products Asia Cheese, Butter & Milkpowder Ingredients Business Overview Provides consumers and professional customers in Europe, Middle East and West Africa with dairy products, such as dairy-based beverages, yoghurts, desserts, infant nutrition, butter and branded cheeses In the Netherlands and Belgium FrieslandCampina also sells fruit juices, fruit drinks and sports drinks Provides dairy products such as infant nutrition and dairy-based beverages through out South East Asia and China Most products produced locally, with some products exported from Netherlands to Asia Sells cheese, condensed milk, infant nutrition, butter and milk powder worldwide Develops nutritious and functional ingredients based on milk, cheese, whey and vegetable raw materials to industrial customers Revenue Breakdown By Segment By Geography Ingredients 15% Other 4% Consumer Products - EMEA 33% Af rica and the Middle East 12% North and South America 3% Netherlands 22% Cheese, Butter & Milkpowder 23% Asia and Oceania 30% Germany 11% Consumer Products - Asia 25% Rest of Europe 22% FrieslandCampina sees particular value in the conversion opportunity existing in the Pakistani dairy sector 3
Engro Foods Financial Overview Impressive growth since foundation of the company with attractive financial metrics Revenues EBITDA (in Rs billions) (in Rs billions) 60.0 50.0 40.0 30.0 20.0 10.0 0.0 49.8 39.7 42.6 37.4 29.6 20.9 14.7 8.2 1.5 3.6 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 8.0 6.0 4.0 2.0 (2.0) 7.2 6.1 4.5 3.3 3.8 1.6 14% 11% 10% 11% 0.4 8% 15% (0.6) (0.7) (0.2) 2% 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 0.4 0.35 0.3 0.25 0.2 0.15 0.1 0.05 0 EBITDA Margin (%) Net Income Net Financial Debt (in Rs billions) (in Rs billions) 4.0 3.0 2.0 1.0 (1.0) (2.0) 3.2 2.6 0.9 0.9 0.2 0.2 (0.4) (0.6) (0.6) (0.4) 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 10.0 8.0 6.0 4.0 2.0 0.0 9.5 7.7 5.6 4.9 5.1 5.0 3.6 3.1 1.7 3.0x 1.5x 2.0x 2.1x 0.8x 0.8x 0.4 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 8.0x 6.0x 4.0x 2.0x 0.0x Financial Net Debt / EBITDA (x) Note: Financials have been adjusted for discontinued businesses. 4
Strategic Rationale Partnering with FrieslandCampina will enable Engro Foods to accelerate and harvest the benefits of the loose milk conversion opportunity in Pakistan 1 2 3 4 5 Global Partnership Conversion Opportunity Infant Nutrition Powder Opportunity Synergies Utilise FrieslandCampina dairy know-how and global expansion track record Greater talent retention due to international career opportunities Pakistani dairy industry at inflection point FrieslandCampina have successfully entered markets with similar consumption patterns in the past Total market opportunity of Rs 20bn (45% premium segment) Initially import FrieslandCampina brands; capacity at EF to produce locally in future Potential to introduce new products such as growing up milk powder (GUMP) or tea whitening powder (TWP) Well-placed to succeed, coupling FrieslandCampina know-how and EC local network Ample potential to generate topline and cost saving opportunities Combined know-how bundled into a centre of excellence for R&D 5
Pakistan Conversion Cycle Right Time To Team Up With FrieslandCampina Approximately 50% of dairy production is available for consumption ample growth opportunities in increasing conversion from loose to packaged milk products UHT (58.4%) 1,239m litres Unprocessed Milk Production 38.5bn litres Roughly 60% of milk production is buffalo milk Tradable 21bn litres 51% Farmer Retention 11bn litres 31% Wastage 6.75bn litres 18% 18.9bn litres 90% Processed 2.1bn litres 10% Approximately 72,152 (1) tons of Powder imports in 2015 Powders (35.9%) 762m litres Pasteurised (4.7%) 100m litres Yoghurt (0.8%) 18m litres Lassi (0.2%) Total tradable milk growing at 2-2.5% (2009-2015 CAGR) Processed milk growing at 8-10% (2009-2015 CAGR) 4m litres Pakistan is the 3rd largest milk consumption market worldwide Note: Tetra estimates.tetra Pak, Milk Segmentation 2015, Milk U&A 2010 (1) Contains Instant Veg Fat Milk Powder - 8.9 ktons; Whole Milk Powder - 0.6 ktons; SMP - 43.9 ktons; Whey Powder - 13.5 ktons; Infant Milk Powder - 8.6 ktons 6
Indicative Timeline and Transaction Structure at a Glance Current illustrative timeline envisaged closing of the transaction in Q4 2016 5 August Engro Corp EGM for shareholders approval 1-7 October FrieslandCampina to issue newspaper advertisements for submission of acceptances July August September October November 4 July Announcement of transaction Before 8 August Competition Commission and SBP approve transaction 3-9 October Acceptance period for public offers commences Mid / End November MTO process completion 8-14 August Mandatory Tender Offer (MTO) launch 11-17 October Last date for acceptance of offer (60 days after launch) 7
Frequently Asked Questions (FAQs) WITHOUT PREJUDICE
FAQ Topics Technical Assistance Fees (TAF) (1) of 2% and 0.5% to be paid to FrieslandCampina and EC respectively by EF FrieslandCampina s TAF covers access to FrieslandCampina s extensive expertise including sales and distribution, marketing, procurement, product safety and research and development (R&D) Technical Assistance Fees (TAF) EC TAF covers access to proprietary know-how and relationships of the wider EC network including but not limited to the Engro brand name (2) and talent management The 2% FrieslandCampina TAF rate is consistent within the industry and in line with precedent cases of multinationals with international partners EF expects the TAF to be offset by business efficiencies and cost savings which will be delivered over time and benefit the business Any plan to deliver an increased top-line or profitability requires investment, as in this case; the EF plan will be to deliver synergies which are accretive for shareholders as soon as possible (1) Technical Assistance Fees are net of withholding taxes. (2) Please note that EF owns its product brand names such as Tarang, Olper s, Omung, Omoré etc. 9
FAQ Topics (cont d) EF to pay FrieslandCampina a 2% royalty fee on revenues generated from new FrieslandCampina-branded products introduced in Pakistan For the avoidance of doubt, no royalties will be paid on existing EF products (Tarang, Olper s, etc.) and there are no plans to rebrand existing EF products Royalty Fees Going forward, the Board of EF will assess the potential introduction of FrieslandCampina brands on a case by case basis with a view to enhancing the future profitability of EF The Royalty Payments will enable EF to gain access to FrieslandCampina s years of investment in product innovations and technology which EC would have needed to spend separately otherwise, e.g. for development of infant nutrition formula EF will benefit from the ability to introduce new brands to address markets not currently served by EF, such as GUMP and infant formula The royalty fee to be paid to FrieslandCampina is industry standard and in line with precedent cases in similar multinationals 10
FAQ Topics (cont d) Minority shareholders are not bound by the SPA price between FrieslandCampina and EC Should they so wish, minority shareholders will have the option to sell shares in the MTO process The MTO price will be determined separately and in line with Pakistani law Mandatory Tender Offer (MTO) price According to Pakistani takeover regulations for frequently traded shares, the minimum MTO price will be calculated as the highest of: a) the SPA price; b) the highest price paid by the acquirer for voting shares during the six months prior to the MTO launch; c) the 6 month average price prior to the MTO launch; d) the 4 week average price prior to the announcement of intention (3 March 2016) and; e) the Net Asset Value price per share calculated (determined by an independent valuation firm) 11
Contact Us Investor Relations Naz Khan, CFO Engro Corporation Limited 8th Floor, Harbor Front Building, Marine Drive, Block 4, Clifton, Karachi, Pakistan Phone: +92-21-111-211-211 Email: nazkhan@engro.com Website: www.engro.com Imran Husain, CFO Engro Foods Limited 5th / 6th Floor, Harbor Front Building, Marine Drive, Block 4, Clifton, Karachi, Pakistan Phone: +92-21-3529-6000 Email: ihusain@engrofoods.com Website: www.engrofoods.com 12