Media Announcement ASX Tuesday 13 August 2013 DOMINO S PIZZA ENTERPRISES TO ACQUIRE A 75% INTEREST IN DOMINO S PIZZA JAPAN Highlights Domino s Pizza Enterprises Limited ( DPE ) has entered into an agreement to acquire a 75% equity interest in Domino s Pizza Japan ( DPJ ) by partnering with the current owner Bain Capital Domino Hong Kong Limited, an entity advised by Bain Capital Partners and its affiliates ( Bain Capital ) DPE will acquire a 75% equity interest in DPJ for 12.0 billion and provide 9.0 billion of new debt funding implying an enterprise value for the whole business of 25.0 billion DPJ is the Domino s Pizza Master Franchisee for Japan and has the third largest pizza delivery chain 1 in Japan with 259 stores as at 30 June 2013. The acquisition of DPJ provides DPE with a substantial store growth platform with a long term network store target of 600 stores in Japan DPE will fund its equity investment of 12.0 billion through a 5 for 23 pro-rata accelerated renounceable entitlement offer ( Entitlement Offer ) priced at A$10.20 per share to raise gross proceeds of A$156 million. In addition, DPE will draw down approximately A$101 million from new debt facilities which it will on-lend to DPJ via a shareholder loan DPE has received an irrevocable commitment from its major shareholder that it will take up its full pro-rata entitlement under the offer in relation to its 27% shareholding. The balance of the Entitlement Offer, representing A$114 million, is fully underwritten The acquisition of the controlling interest in DPJ represents a strategic expansion and new pillar of growth for DPE that delivers approximately 9% EPS accretion 2 Overview DPE today announces that it has executed a share sale agreement with Bain Capital to acquire a 75% equity interest in DPJ for 12.0 billion (A$135 million 3 ). Including new debt of approximately 9.0 billion (A$101 million 3 ), this price is equivalent to a 25.0 billion (A$282 million 3 ) enterprise value on a 100% basis. DPJ is the third largest pizza delivery chain in Japan with 259 stores, comprising 216 corporate stores and 43 franchise stores as at 30 June 2013. DPJ operates under a 20 year Master Franchise 1 Based on number of stores in Japan 2 EPS accretion is on an underlying pro-forma TERP adjusted basis for the year ended 30 June 2013 and excludes expensing of transaction costs. Refer to Investor Presentation released to the ASX for further detail 3 Purchase price and acquisition funding converted to A$ assuming an AUD:JPY exchange rate of 1:88.7
Agreement with Domino s Pizza, Inc., expiring on 31 March 2031, with an option to extend for a further 10 years at DPJ s discretion. DPJ brings an established Domino s Master Franchise to DPE which is complementary to its current portfolio of territories and represents a new pillar of growth for DPE given the meaningful store rollout opportunity. DPE has undertaken detailed due diligence and sees significant opportunity through DPJ to roll-out new stores into existing and new territories in Japan, relocate existing stores to improve image, format and location, move the mix of corporate and franchise stores towards a greater proportion of franchise stores and leverage DPE s significant expertise in product development, innovation and digital platforms. The existing highly experienced senior management team of DPJ, led by 25 year Domino s Pizza executive Scott Oelkers, have committed to remain with DPJ in order to continue the growth of the DPJ business. DPJ generated pro-forma revenue of approximately A$252 million and pro-forma EBITDA of approximately A$28 million for the financial year to 31 March 2013. 4 The acquisition will deliver approximately 9% EPS accretion on a pro-forma basis in FY13 (pre synergies, excluding transaction expenses and TERP adjusted) and is expected to be completed before the end of September 2013. Commenting on the transaction, DPE Managing Director & CEO, Don Meij states: The acquisition represents an exciting opportunity to leverage our proven track record of successfully growing the Domino s network to deliver shareholder value. Japan is a strategic location for DPE s future expansion, providing access to a large market which is well suited to significant new store rollouts and the relocation of stores to higher traffic locations with improved image and formats. We look forward to the ability to introduce DPE s product expertise, innovation and digital leadership to Japanese customers. The acquisition increases DPE s total store network to over 1,200 stores, further cementing DPE as the leading international Domino s franchisee. DPJ President & CEO, Scott Oelkers said: The DPJ executive team members are very excited about working with the highly regarded DPE team. I have known Don Meij and DPE for over 20 years, and we look forward to leveraging our long term relationship to grow the brand in Japan. Partnership with Bain Capital Bain Capital has a long history of investing in Domino s both in the USA (as a former owner of Domino s Pizza, Inc.) and in Japan (through investment in DPJ). Bain Capital also has intimate knowledge of the Japanese fast food and restaurant sector (in addition to DPJ, through investment in Skylark restaurants) and has overseen a period of improved operational performance in DPJ. DPE will have full operating control of DPJ, subject to some minority rights for Bain Capital. Agreements with Bain Capital also contain an exit mechanism in respect of Bain Capital s residual 25% interest in DPJ, providing DPE with the ability to obtain full ownership of DPJ at a future date whilst also outlining clearly defined exit rights for Bain Capital. 4 DPJ financials for the year ended 31 March 2013 converted from JGAAP to AIFRS; converted to A$ based on an average AUD:JPY exchange rate over the 12 months ending 31 March of 1:85.6; pro-forma adjustments to DPJ financials under DPE ownership include removal of the historical Bain Capital management fee and inclusion of additional ongoing DPJ costs resulting from the acquisition of DPJ by DPE
Key terms include: Bain Capital will hold a put option exercisable any time after the date which is three years from completion of the acquisition; DPE will hold a call option exercisable any time after the date which is five years from completion of the acquisition; and the exercise price of the put and call options will be calculated with reference to a 17.5x unlevered price/earnings multiple, with pre-agreed adjustments to earnings, as well as certain other adjustments. David Gross-Loh, Managing Director at Bain Capital commented on the transaction, stating that: Bain Capital welcomes the opportunity to partner with Domino s Pizza Enterprises so that together we can continue to grow Domino s Pizza in Japan. DPE is the largest international Domino s Pizza master franchise holder and has proven expertise in successfully managing and growing its Domino s Pizza network. Master Franchisor Approval DPE has received approval from Domino s Pizza, Inc. in respect of a change in control of DPJ. Acquisition funding The acquisition of DPJ will be funded via a combination of debt and equity financing: Entitlement Offer DPE s acquisition of the 75% equity interest in DPJ will be funded by a 5 for 23 pro-rata accelerated renounceable Entitlement Offer priced at A$10.20 per share to raise gross proceeds of A$156 million. The Entitlement Offer comprises a pro-rata Institutional Entitlement Offer of approximately A$125 million and Retail Entitlement Offer of A$31 million. Eligible shareholders will be entitled to subscribe for 5 new shares for every 23 DPE shares held as at 7:00pm (Australian Eastern Standard Time) on Friday, 16 August 2013. The offer price of A$10.20 per share represents a 12.6% discount to the dividend adjusted closing price of DPE shares on 12 August 2013 (being the last trading day before announcement of the acquisition and Entitlement Offer) and a discount of 10.6% to the dividend adjusted theoretical ex-rights price ( TERP ) of A$11.40. Approximately 15.3 million new shares are expected to be issued in DPE under the Entitlement Offer. New shares will rank pari-passu in all regards with existing ordinary shares; however will not carry any entitlement to receive the FY13 final dividend (record date of 27 August 2013). DPE has received an irrevocable commitment from its major shareholder, Somad Holdings Pty Ltd (representing 27.0% of current issued capital), that it will take up its full pro-rata entitlement under the Entitlement Offer. The balance of the Entitlement Offer representing A$114 million is fully underwritten. Additionally, all DPE directors have stated that they intend to take up their entitlements to the extent that their financial circumstances permit. In respect of Mr Don Meij, the DPE Board has been advised that going forward his shareholding will be split between Mr Meij and his former wife and that some shares will be sold in the current trading window, notwithstanding his full support for the transaction and intention to take up his entitlement to the extent permitted by his financial circumstances.
Debt financing DPE has arranged new debt facilities from existing relationship banks in Australia to enable DPE to on-lend approximately 9.0 billion of debt to DPJ. The facilities provided are denominated in Australian dollars (which will be swapped into Japanese yen) and Japanese yen, have a five year term and have foreign currency and interest rate exposures that will be managed pursuant to hedging arrangements with one or more of the lenders. Full Year Results DPE today also announced its financial results for the full year to 30 June 2013, reporting an underlying Net Profit After Tax of A$30.4 million and underlying EBITDA of A$55.9 million. The year s profit was generated on Total Network Sales of A$848.6 million and Same Store Sales (SSS) growth of 2% on last year. Further details on DPE s result are contained in a separate announcement. Trading Update and Guidance The momentum that DPE achieved in the latter part of FY13 has continued into the start of FY14. ANZ SSS are currently +4.7% in the first 5 weeks of the year, rolling a 2 year cumulative growth of 15.6% (same period FY12 + same period FY13). Europe sales are being impacted by the timing of Ramadan this year, being 10 days earlier than 2012 and the current heatwave. Currently SSS for the first 5 weeks are -5.0%, rolling a 2 year cumulative growth of 11.8% (same period FY12 + same period FY13). DPE expects that both ANZ / Europe and Japan, respectively, will achieve EBITDA growth in the region of 15% for FY2014. 5 Entitlement Offer Timetable 6 The Institutional Entitlement Offer will be open from 10:00am Tuesday, 13 August 2013 to 2:00pm Wednesday, 14 August 2013. Eligible institutional shareholders can choose to take up all, part or none of their Entitlement. New shares equivalent in number to the new shares not taken up by eligible institutional shareholders by the close of the Institutional Entitlement Offer, and new shares that would have been offered to ineligible institutional shareholders had they been entitled to participate will be sold through the Institutional Shortfall Bookbuild to be conducted on Thursday, 15 August 2013. The Retail Entitlement Offer will open on Tuesday, 20 August 2013 and close on Friday, 6 September 2013. New shares equivalent in number to the new shares not taken up and new shares that would have been offered to ineligible retail shareholders had they been entitled to participate will be sold through the retail Shortfall Bookbuild to be conducted on Wednesday, 11 September 2013. 5 Japan FY2014 guidance based on DPJ financials under AIFRS and on a constant currency basis. Pro-forma adjustments to DPJ financials under DPE ownership include removal of the historical Bain Capital management fee and inclusion of additional ongoing DPJ costs resulting from the acquisition of DPJ by DPE 6 Dates and times are indicative only and subject to change
Indicative key dates for the Entitlement Offer Announcement of Acquisition and Entitlement Offer Tuesday, 13 August 2013 Institutional Entitlement Offer opens Tuesday, 13 August 2013 Institutional Entitlement Offer closes Wednesday, 14 August 2013 Institutional Shortfall Bookbuild Thursday, 15 August 2013 Record date under the Entitlement Offer Friday, 16 August 2013 Retail Entitlement Offer opens Tuesday, 20 August 2013 Despatch of Retail Offer Booklet and Entitlement and Acceptance Form Settlement of Institutional Entitlement Offer and Institutional Shortfall Bookbuild Allotment of New Shares issued under the Institutional Entitlement Offer and Institutional Shortfall Bookbuild and commencement of trading on ASX Despatch of payments (if any) in respect of Entitlements not accepted under the Institutional Entitlement Offer Date Tuesday, 20 August 2013 Tuesday, 27 August 2013 Wednesday, 28 August 2013 Friday, 30 August 2013 Retail Entitlement Offer closes Friday, 6 September 2013 Retail Shortfall Bookbuild Wednesday, 11 September 2013 Settlement of the Retail Entitlement Offer and Retail Shortfall Bookbuild New Shares allotted under the Retail Entitlement Offer and Retail Shortfall Bookbuild New Shares issued under the Retail Entitlement Offer and Retail Shortfall Bookbuild commence trading on the ASX Tuesday, 17 September 2013 Wednesday, 18 September 2013 Thursday, 19 September 2013 Despatch of Holding Statements Friday, 20 September 2013 Despatch of payments (if any) in respect of Entitlements not accepted under the Retail Entitlement Offer Friday, 20 September 2013 Further information For further details regarding the acquisition of DPJ and the Entitlement Offer, shareholders are advised to refer to the Investor Presentation released to the ASX. Flagstaff Partners acted as lead financial adviser to DPE on the transaction and adviser to DPE on the debt and equity raisings. Morgan Stanley acted as financial adviser to DPE on the transaction and advised on the debt and equity raisings. Thomsons Lawyers and Anderson Mori & Tomotsune advised DPE on the transaction. Ashurst Australia acted as legal adviser to DPE in relation to the Entitlement Offer and the new debt facilities. ENDS For investor enquiries regarding the transaction and Entitlement Offer, please contact: Richard Coney Group Chief Financial Officer, Domino s Pizza Enterprises: +61 7 3633 3332 E: richard.coney@dominos.com.au For further information, interviews or images please contact: Tracy Stephenson Communications Manager, Domino s Pizza Enterprises: +61 7 3326 5430 M: 0408 771 024 E: tracy.stephenson@dominos.com.au
About Domino s Pizza Enterprises Domino s Pizza Enterprises Limited (www.dominos.com.au) holds the exclusive master franchise rights for the Domino s brand and system in Australia, New Zealand, France, Belgium, the Netherlands and the Principality of Monaco. The network includes more than 970 stores across the five countries, including 585 in Australia and New Zealand. The acquisition of Domino s Pizza Japan will increase DPE s total store network to over 1,200 stores, further cementing DPE as the leading international Domino s franchisee. About Bain Capital, LLC Bain Capital (www.baincapital.com) is a global private investment firm that manages several pools of capital including private equity, venture capital, public equity, credit products and absolute return with approximately $60 billion in assets under management. Since its inception in 1984, Bain Capital has made private equity investments and add-on acquisitions in more than 300 companies worldwide, and its companies have grown their revenues by more than $105 billion globally since our investment. Investments have been in a broad range of companies such as Skylark, BELLSYSTEM24, SunTelephone, D&M Holdings, MEI Conlux, Toys R Us, Domino s Pizza, Dunkin Brands and Burger King. Bain Capital has a distinctly people-intensive, value-added approach to investing, with a strong emphasis on supporting management teams to drive strategic and operating improvements. Bain Capital Asia, the firm's Asian private equity affiliate, has been investing with the same philosophy since 2007. Bain Capital private equity investments in Asia have included such leading businesses as ASIMCO, Bellsystem24, Feixiang, GA Pack, GOME, Hero Investments and Jupiter Shop Channel. Bain Capital has offices in Tokyo, Shanghai, Hong Kong, Boston, New York, London, Munich and Mumbai, with over 900 employees worldwide. Important notice This announcement may not be released or distributed in the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or in any other jurisdiction in which such an offer would be illegal. The new shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the U.S. Securities Act ) or the securities laws of any state or other jurisdiction of the United States. Accordingly, the new shares may not be offered or sold, directly or indirectly, in the United States, unless they have been registered under the U.S. Securities Act (which DPE has no obligation to do or procure), or are offered and sold in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any other applicable state securities laws. This announcement contains certain forward-looking statements. The words forecast, estimate, likely, anticipate, believe, expect, project, opinion, predict, outlook, guidance, intend, should, could, may, target, plan, project, consider, foresee, aim, will and other similar expressions are intended to identify forward-looking statements. Indications of, and guidance on, future earnings and financial position and performance are also forward-looking statements, and include statements in this announcement regarding the conduct and outcome of the Entitlement Offer, the use of proceeds, and DPE s outstanding debt. You are cautioned not to place undue reliance on forward looking statements. While due care and attention has been used in the preparation of forwardlooking statements, forward-looking statements, opinions and estimates provided in this announcement are based on assumptions and contingencies which are subject to change without notice, as are statements about market and industry trends, which are based on interpretations of current market conditions. Forward-looking statements including projections, guidance on future earnings and estimates are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance and may involve known and unknown risks, uncertainties and other factors, many of which are outside the control of DPE. Actual results,
performance or achievements may vary materially from any forward-looking statements and the assumptions on which statements are based. DPE disclaims any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or results or otherwise. Investors should note that this announcement contains pro-forma financial information. DPJ s financial statements are prepared in accordance with the measurement and recognition requirements prescribed by Japanese Accounting Standards ( JGAAP ). There are differences between AIFRS and JGAAP that may be material to such financial information and financial statements. DPJ s financial information has been converted from JGAAP to AIFRS with key adjustments including depreciation for property, plant and equipment, amortisation of goodwill, recognition of finance leases, and recognition of actuarial gains and losses for pension fund liabilities. Investors should note that this announcement does not include financial statements of DPJ. Investors should also note that the pro-forma financial information does not purport to be in compliance with Article 11 of Regulation S-X of the Rules of the U.S. Securities and Exchange Commission. This announcement includes certain financial measures that are non-gaap financial measures under Regulation G of the U.S. Securities Exchange Act of 1934. These measures include: underlying Net Profit After Tax, underlying EBITDA, Same Store Sales ( SSS ) growth, EBITDA and network sales. The disclosure of such non-gaap financial measures in the manner included in the announcement may not be permissible in a registration statement under the U.S. Securities Act.