proposed acquisition of pinehill company by indofood cbp, a … · 2020. 7. 15. · indofood in...
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Copyright © First Pacific Company Limited 14 July 2020. All rights reserved.
Proposed Acquisition of Pinehill Company by Indofood CBP,
A Subsidiary of Indofood
Creatinglong-term value
in Asia
Ownership Structure of Pinehill Company
2
Adkoturk Gida Sanayi veTicaret Limited Sirketi“Adkoturk” (Turkey)
DUFIL Prima Plc “DUFIL”(Nigeria, Ghana)
Salim Wazaran Group Limited“SAWAZ” (Egypt, Kenya,
Serbia, Morocco)
Pinehill Arabia Food Limited“PAFL” (Saudi Arabia)
Salim Wazaran Gida Sanayi ve Yatirim Anonim Sirketi
Platinum Stream Profits Limited
80% 49%
The four main Pinehill Group noodle makers.
Pinehill Corpora Limited(Affiliated) Seller
Pinehill Company Limited(Target Company, “Pinehill Group”)
Steele Lake Limited(Non-Affiliated) Seller
51% 49%
Argyle Street Management Limited(Hong Kong-based asset manager,
Beneficial Owner of Steele Lake)
Independent Third Parties
Anthoni Salim Rela@ve ofMr. Salim
49% 42.7%100%
59% 59% 59% 100%
8.3%
Note: FPC Chairman A. Salim has a 25% economic interest in Pinehill.
Four Companies In Eight Markets
Serving 550 mln People
Export markets bring total population to 885 million potential consumers
Pinehill Group Brings Continental Scale
3
Note: Sales are in units of 70g equivalent packs while “production from” refers to first factory operation.Sources: Company data, International Monetary Fund.
Home marketsNeighboring markets
2.8 x 4.913.4 x 5.0
2.8 x 4.919.2 x 5.0
2.8 x 4.919.2 x 8.2
4.2 x 4.913.4 x 8.2
Pinehill Arabia Food (PAFL)
19951,779 mln
35 mln
ProducOon from:2019 Sales:PopulaOon:
Adkoturk
2015211 mln
84 mln
Production from:2019 Sales:Population:
SAWAZ
Production from:2019 Sales:Population:
DUFIL
Production from:2019 Sales:Population:
19954,062 mln
237 mln
20101,550 mln
195 mln
4
A Rare & Compelling Opportunity
o Pinehill acquisition seen as earnings and value enhancing from the first year after financing costs
o Indonesian independent valuer KJPP concluded that the acquisition would increase ICBP’s revenue and net profit up to 20% per year on average
o The profit guarantee by the Sellers would have raised the pro forma recurring profit of the enlarged First Pacific Group to US$313.5 million vs. US$290.0 million in 2019, according to the Pinehill transaction circular
o With an average consumption of instant noodles per capita that is still very low, the rapid growth in Pinehill’s markets is expected to continue in the foreseeable future. Thus, the acquisition of the Pinehill Group is expected to contribute to the future growth of ICBP and, indirectly, First Pacific
o The acquisition represents a “turn-key” entry into fast-growing markets with dominant market share in every case, nearly quadrupling ICBP’s customer base
o ICBP would become a global company with a diversified geographyo The transaction would be in line with ICBP’s current business and its core Indomie brand
5
Integration Is Already Deep
o ICBP's provision of technical services in connection with the instant noodles manufacturing operation ensures that equipment and machinery used in instant noodle production at Pinehill factories are sourced from the same suppliers as the equipment and machinery used at ICBP’s 18 noodle plants in Indonesia and Malaysia
o Procedures and policies are modelled on those at ICBP, to ensure good manufacturing processes of the Pinehill Group and consistency for the Indomie brand
o ICBP's technical services to Pinehill gives ICBP an intimate knowledge of Pinehill’s operations and confidence that integration with ICBP poses little risk
o Following the acquisition of Pinehill, ICBP plans to further deepen integration of Pinehill into ICBP’s operational and financial management with cost savings and further synergies to follow
o Pinehill distribution networks are ready to take on additional ICBP products, all of which are Halal, meeting the needs of 885 million new consumers
o ICBP supplies flavorings and packaging to Pinehill, giving ICBP deep understanding of Pinehill’s markets and makes ICBP well placed to drive expansion into new flavors and product categories, and into new demographic and geographic markets
6
Transaction Valuation
o Valuation of US$2.998 billion at control premium P/E multiple of 23xo The sale terms of the transaction were established by ICBP on an arms-length basis using P/E
multiples of similar companies in similar food businesses in similar markets (six in Middle East/Africa and five in Southeast Asia), taking into account the control premium
o Somerley Capital, the Independent Financial Advisor to FPC independent shareholders and First Pacific’s Independent Board Committee, considers this valuation as “fair and reasonable” following comparison with 10 other listed companies that derive at least half their revenues from instant noodles (see next slide)
o The IFA analysis concluded that the 23x P/E multiple for the valuation of Pinehill is lower than the average P/E ratio of the 10 compared noodle makers (26.23x)
o Indonesian independent valuer KJPP Rengganis, Hamid & Rekan used the discounted cash flow method for valuing Pinehill at US$2.863 billion as of 31 December 2019 and concluded that the proposed acquisition is “fair”
o Deutsche Bank AG Hong Kong Branch prepared a valuation analysis using discounted cash flow analysis, comparable companies’ trading valuations and precedent comparable transactions and concluded that the purchase consideration is “fair and reasonable” from a financial point of view as of 18 May 2020 (slide 8)
Note: See https://www.indofoodcbp.com/uploads/shareholder/Info%20Memo%20Eng%20Complete%20(Execution).pdf for ICBP’s information memorandum to shareholders relating to this transaction. First Pacific’s transaction circular is at https://www.firstpacific.com/media/normal/16337_2020062200359.pdf.
IFA Valuation vs. Other Noodle Makers
7
27.60 33.42 32.13 17.33 18.99 20.36 26.46 16.64 20.71 48.61
26.23 23.58 48.61 16.64
P/E Ratio2
(USD mln4)
218 273
59 49
118 11 32
126 360 157
Net Profit2
Toyo Suisan Kaisha Ltd.Nissin Foods Holdings Co. Ltd. NongShim Co. Ltd. Samyang Foods Co. Ltd. Nestlé Nigeria PLC3
Flour Mills of Nigeria PLC3
Nissin Foods Company Limited Thai President Foods Public Company Limited PT Indofood CBP Sukses Makmur Tbk. Nestlé (Malaysia) Berhad3
Company Name
TYO: 2875 TYO: 2897
KRX: 004370 KRX: 003230 LAG: NESTLE
LAG: FLOURMILL 1475.HK
BKK: TFMAMA IDX: ICBP
KLSE: 4707
Ticker Market Cap1
6,010 9,126 1,880
851 2,242
216 851
2,101 7,455 7,639
AverageMedianMaximumMinimum
Notes:1) The market capitalization of the Comparable Companies is calculated based on their respective closing price per share and
number of issued shares as at the Latest Practicable Date.2) P/E Ratios of the Comparable Companies are calculated based on the profit attributable to owners of the relevant
Comparable Companies as published in their respective latest financial reports and the respective market capitalization as at the Latest Practicable Date.
3) Sales of instant noodles products were not separately disclosed in the respective annual reports however, were grouped under a segment which represented over 50% of their respective total revenue for the year. As such, for prudent sake, we have included these companies in our analysis.
4) The figures above denote the US$ equivalent amounts as translated from their original currencies.Source: Letter from the Independent Financial Advisor, pp. 70-1 of transaction circular.
Deutsche Bank Valuation for ICBP
8
Discounted Cash Flow Analysis
Trading Comparables
Precedent Comparable Transactions
Valuation Methodology (USD bln)
2.9-3.6
2.4-3.9
2.5-3.5
Equity Value Comments
Financial projecdons were based on the business plan prepared by Pinehill
Valuadon range based on EV/2020E EBITDA, EV/2021E EBITDA, 2020E P/E and 2021E P/E muldples for comparable companies
Valuadon range based on EV/LTM EBITDA muldples for comparable transacdons
Notes: The high end of the trading comparables valuation range includes a 20% control premium while the low end excludes a control premium.Valuation of the business is performed in local currency and converted to USD at the respective USD:LCY spot rates as of 18 May 2020 for illustrative purposes.
Deutsche Bank is of the opinion that Pinehill has, in aggregate, a range of equity values between US$2.9 billion and US$3.6 billion as at 18 May 2020.
9
Significant De-Risking
o The Sellers guarantee a minimum average annual level of audited net profit ager tax of US$128.5 million for 2020-2021
o ICBP would pay just US$2.35 billion inidally, holding back US$650 million undl the earnings guarantee for average audited net profit ager tax for the two years 2020-2021 is confirmed
o Under the terms of the guarantee, an earnings shorhall above 5% of the guarantee would result in a price reducdon under a formula returning 23 dmes the shorhall to ICBP
o There is no allowance for upward price adjustment on higher earnings, and no floor on potendal price adjustment downwards (up to and beyond the retained US$650 million)
o Pinehill Group has zero bank debto ICBP is currently in a net-cash posidon and will finance the purchase with US$300 million in
cash and the remaining US$2,048 million in borrowings with andcipated gearing of 0.55x following the transacdon
o Borrowings will have no recourse to First Pacific or Indofoodo The Pinehill Group began a quarter-century ago and is well established in its fast-growing
markets and has been closely integrated with noodle producdon plants and processes nearly idendcal or similar to ICBP’s
o All key management will remain with Pinehill following the acquisidono Partnership with Tolaram Group and Kellogg in DUFIL and with Wazaran Group in PAFL and
SAWAZ will condnue unchanged
10
o The proposed transaction has been extensively reviewed by First Pacific’s Independent Board Committee, composed of all five Independent Non-Executive Directors
o Non-Executive Directors Anthoni Salim, beneficial owner of 25% economic interest in Pinehill, and Axton Salim recused themselves from discussion of the transaction
o An Independent Financial Advisor, Somerley Capital Limited, advised the Independent Board Committee and independent shareholders
o The Independent Board Committee met two times in session, culminating in approval of the Pinehill transaction
o Independent shareholders of First Pacific alone will vote on the transaction at a Special General Meeting to be held on 17 July 2020
o The transaction would permanently eliminate substantial recurring connected party transactions in the Noodles business with the Salim Group by Indofood Group, enhancing corporate governance reputation at First Pacific
Governance
050
100150200250300350400450500
Indofood Alone Indofood & Pinehill
Indofood Core Income Pinehill Core Income
11
The Importance of Noodles To First Pacific
Noodles is the Driver of Contribution Growtho Noodles contributed about 84% of EBIT at ICBP and 64% at
Indofood in 2019o Noodles contributed 60% of sales growth on average in
every year 2010-2019o Pinehill Group noodle sales would immediately add
significantly to ICBP’s annual sales of Instant Noodleso Indofood pays 50% of net profit as dividends to
shareholderso Via FPC’s 50.1% stake in Indofood and Indofood’s 80%
stake in ICBP, First Pacific would receive as dividends approximately 20% of all net profit contribution delivered by Pinehill to ICBP
The Potential for Growth Is Enormouso ICBP’s Noodles business has a market share of around 70%
domestically and consumption per capita (CPC) of 50 packs a year
o Pinehill companies dominate their markets, with market share ranging from 65% in Turkey to 95% in Saudi Arabia and overall consumption per capita of 12 packs per year –less than ¼ of ICBP’s CPC in Indonesia
o Growth will come from more people eating noodles and from eating them more frequently in new and expanded Pinehill markets
o ICBP sees a doubling of overall noodle sales over the next five years counting all markets, domestic and overseas
o Pinehill’s distribution systems are ideal for further ICBP products from Dairy, Snack Foods and other businesses
0
200
400
600
800
1,000
Indofood Alone Indofood & Pinehill
Consumer Branded Products Bogasari Agr ibusiness DistributionPinehill
2019 EBIT (USD mln)
673
81922%
2019 Core Income (USD mln)
42422%
346
Strong Sales and Margins
12
Earnings 2017-2019 (USD mln)
Net Sales Gross Profit Income from OperaSon (EBIT)
Core Profit*
Gross Profit Margin EBIT Margin Net Profit Margin
2018391 148
85 55
37.8%21.8%10.7%
2017335 131
59 56
39.1%17.7%13.9%
2019534 228 146
78
42.8%27.3%
8.1%
CAGR26.3%32.0%56.8%18.2%
*Core profit reflects the income for the year attributable to the company excluding the effects of foreign exchange differences,and loan interest expenses of the head office.
Consistent Revenue Growth
13
Total revenue from instant noodles and related products (USD mln)
Market
Note: Sales by DUFIL, 49%-owned by Pinehill, also include palm oil, flour, pasta, snacks, and flexible packaging. Source: ICBP.
Saudi ArabiaEgyptTurkeySerbiaMoroccoKenya
Total Pinehill Consolidated
DUFIL (Nigeria & Ghana)
YTD AprilCAGR12.1%58.9%71.1%61.3%55.3%30.0%
26.3%
10.1%
Change30%-5%49%65%25%39%
24%
-2%
2017254
54 15
6 5 6
335
477
2019319 136
45 15 12 11
534
578
2018249
86 33
9 8 9
391
573
2019100
39 11
4 4 3
162
188
2020129
38 17
7 6 4
200
184
17.6 20.3 12.7
1.7 4.1 1.4 2.5
11.8
Company Name Home Market
81%95%80%74%74%77%65%
Market Share CPC3Sales Vol.1 Volume CAGR3
22%
21%
21%
Domestic Market Data 2019
231 34 99 49
7 36 83
539
Population (mln)
Snapshot of Pinehill Volumes & Market Penetration
14
Note: Pinehill Group noodle sales are not included in ICBP export sales. ICBP exports seasonings and packaging to Pinehill Group Companies.
DUFIL PAFL SAWAZ
SAWAZ Gida
Total Pinehill
Nigeria, GhanaSaudi ArabiaEgyptKenyaSerbiaMoroccoTurkey
Eight Total
1. In millions of packs per annum, 70 gram equivalent.2. 1995-2019.3. Annual consumption per capita of company domestic market sales.
1995199520102014201620172015
Company Name Home Market Sales Vol.1 Volume CAGR2
22%
21%
21%
First FactoryEstablished
4,062 1,779 1,256
92 125
77 211
7,602
17 18 31 23
125
77 92
211
0
50
100
150
200
250
Serbia Morocco Kenya Turkey
2015 2019
15
Sales Volumes Show Strong Growth
o Instant noodle consumpCon is recession-proof: consumpCon historically increases in difficult Cmes because noodles are among the lowest-cost foods
o The Pinehill Group has achieved a CAGR of 21% in noodle volumes since incorporaCono Noodle consumpCon in Pinehill’s domesCc markets averages only 12 packs per person per year, or a CPC
of 12 vs. ICBP’s domesCc total of 50 packs/yearo New markets offer new avenues for conCnued growth. ICBP is a Halal producer, making its products ideal
for most of the Pinehill domesCc markets as well as surrounding markets
1,550 1,114
156
4,062
1,779 1,256
0500
1,0001,5002,0002,5003,0003,5004,0004,500
Nigeria, Ghana Saudi Arabia Egypt
1995 2000 2005 2010 2015 2019
Sales Volume (mln packs/year) Sales Volume (mln packs/year)
Source: Company data expressed in terms of 70-gram equivalent packs. Includes sales to surrounding countries.
Global Indomie Brand Is a Powerful Force
16
o Indomie is a globally recognized brand, ranking in the Top 10 in the “17 Billionaire Brands” recognized by Kantar Worldpanel for three years in a row, 2017-2019
o These are global brands whose purchase acts (measured in millions of consumer reach points) are 1 billion or higher
o Indomie is chosen nearly three times more frequently than the next most-chosen brand, Coca-Cola
o The Kantar research indicates that when consumers get to know Indomie, they tend to buy it again and again and again
o The Pinehill Group operates in markets with strong Indomie brand equity
Coca-Cola Colgate Maggi Lay's Lifebuoy Pepsi SunsilkDove IndomieNescafé
42.1%59.7%32.3%30.4%25.0%22.8%23.3%36.8%
4.9%22.6%
Households Buying at
Least Once(Penetration)
12.3 5.9 8.2 7.3 8.3 8.0 7.2 4.5
32.9 6.9
Choices by Consumer
(Frequency)
6,094 4,157 3,117 2,608 2,450 2,156 1,981 1,962 1,907 1,834
Purchase Acts (Consumer
Reach Points mln)
Source: https://www.kantarworldpanel.com/global/news/brand-footprint-local-vigour-beats-global-resurgence.
2019Kantar
World-Panel
o With steady and strong sales growth, Indomie noodles remain well regarded all over the world
Pinehill Historical Growth Rate Is High
o In 1995, Pinehill Group’s first year of operaSon, it sold a total of 73 million packs of instant noodle in Saudi Arabia and Nigeria
o Five years later in 2000, Pinehill Group’s sales had grown to 275 million packs, almost four Smes its first-year sales
o A^er 2000, Pinehill Group started exporSng to surrounding countries, including Egypt. By 2005, sales had grown to almost 660 million packs
o In 2010, Pinehill Group’s first factory in Egypt commenced operaSon. By then total sales amounted to 2.8 billion packs, almost 40 Smes the first-year volume 15 years earlier
o Pinehill Group’s Kenya factory commenced operaSon in 2014, while its Turkey factory began in 2015. Pinehill Group’s sales in 2015 amounted to 4.8 billion packs
o A^er 25 years of operaSon Pinehill Group is projecSng to sell 8.5 billion packs of noodles in 2020, a CAGR of 21% since 1995
o In the next five years, Pinehill Group aims to increase instant noodle sales to 14 billion packs
17
Key Drivers of Continuing Growth
o High urbanization rates in Pinehill’s markets relative to most other nations will continue to be key demand drivers as new city residents adjust to new urban eating habits
o Deeper distribution penetration in existing markets through addition of stock points, listing in remaining key accounts, retail and traditional stores
o Extension of distribution network into second-tier cities and rural districtso Driving of sales volumes in surrounding countries by offering affordable and suitable
products for consumers in target marketso Entrance into non-conventional channels, including online platforms, university canteens,
Indomie kiosks, etc.o Capture of the “out of home” opportunity with cup noodleso New product launches to cater to the differing taste profiles of consumers in different
countrieso Introduction of new packaging sizes (such as jumbo size) and new flavors (e.g. premium
noodles) to cater to consumer choiceo Targeted sales and marketing activities to increase consumption by existing consumers and
introduce ICBP products to new userso Cost efficiency initiatives through increased automation, the purchase of new machinery to
lower production costs, use of alternative energy sourceso Expansion of production facilities to support growth (slide 23 for historical data)
18
19
Appendix
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20
What Do the Analysts Say?
*Research report written prior to Pinehill announcement of 22 May 2020.Data as at 14 July 2020.
Indofood Most Recent Price Targets (IDR/share)
ICBP Most Recent Price Targets (IDR/share)
Highlightso The transaction would lift
Indofood into the ranks of global food companies
o Operational risk is low owing to long-term relationship between Pinehill and ICBP and shared processes and equipment
o The high valuation is based on new sources of strong growth
o Noodles are ICBP’s most profitable and biggest product, up to 90% of EBIT
o Pinehill brings much larger markets with much lower penetration
o Opens up new markets for other ICBP products
o Earnings guarantee by Sellers suggests confidence in ambitious growth forecasts
o 23x valuation compared with ICBP P/E of 19x implies expectation of significant contribution growth from Pinehill to ICBP earnings
o Transaction seen as positive to First Pacific earnings
o No recourse to Indofood or FPCBuy Hold Sell
Buy Hold Sell
21
Noodle Consumption Low But Growing Fast
o Data based on Pinehill’s sales in home markets containing 550 million peopleo Including regional export markets, Pinehill has approximately 885 million
potential consumers, offering a new pillar of growth for ICBP
Per Capita Noodle ConsumpOon (CPC)
MarketDUFIL- Nigeria- GhanaPAFL- Home- SurroundingEGYPTSERBIA- Home- SurroundingMOROCCO- Home- SurroundingKENYA- Home- SurroundingTURKEYGrand Total- Home
19950.310.31
2.172.17
0.580.58
20052.082.08
7.9114.31
1.450.05
2.572.68
20000.530.53
10.3110.31
1.931.93
20108.469.501.806.68
21.093.831.980.040.010.050.010.01
0.080.08
0.004.785.19
201513.6514.37
8.957.23
19.384.865.120.351.240.190.520.52
0.360.670.030.296.508.09
201917.5718.83
9.198.52
20.266.23
12.662.574.062.322.001.38
10.090.581.680.082.558.77
11.83
24-year CAGR18.3%18.6%
5.9%9.8%
12.0%13.4%
22
Timeline of Pinehill’s Sales Expansion
MarketDUFILPAFLEgyptSerbiaMoroccoKenyaTurkeyGrand Total
199534 39 -----
73
2005288 368
3 ----
659
200065
211 -----
276
20101,550 1,114
156 1 0 3 0
2,824
20194,062 1,779 1,256
125 77 92
211 7,602
20204,265 2,176 1,323
192 103 131 318
8,507
Sales Volume (70 gr eq, mln packs)
20152,851 1,376
456 17 18 31 23
4,771
CAGR21%17%49%77%78%45%
195%21%
23
Factory Expansion in Line with Strong Sales Growth
Note: Home country sales only.
MarketDUFILPAFLEgyptSerbiaMoroccoKenyaTurkeyGrand Total
199578 99 -----
177
2005926 591
-----
1,516
2000272 335
-----
608
20102,039 1,624
-----
3,663
20194,876 1,940 1,493
263 120 120 235
9,047
20204,973 2,338 1,829
263 120 251 594
10,368
Production Capacity (70 gr eq, mln packs)
20153,770 1,786
559 --
102 116
6,335
o 12 factories with total producSon capacity of around 9 billion packs in 2019
MarketDUFILPAFLEgyptSerbiaMoroccoKenyaTurkeyGrand Total
199544%40%
41%
200531%62%
43%
200024%63%
45%
201076%69%
77%
201983%92%84%48%64%77%90%84%
Capacity Utilization
201576%77%81%
30%20%75%
o 2019 uSlizaSon rate was 84%
o ProducSon capacity seen increasing to 10 billion packs in 2020
DUFIL Prima Plc1995 Noodle division started2009 Seasoning & Flexible
Packaging divisions started2011 Acquisition of Dana Noodles2012 Pasta & Flour division started2013 Edible Oils division started2014 Snack division started
Minimie Noodles production2017 Acquisition of Dangot
Noodles in Nigeria and pasta factory in Ghana
2018 Acquisition of Mimee Noodle2019 Ghana Noodle Factory started
24
Pinehill Group Milestones
Pinehill Arabia Food Limited (PAFL)1995 1st Noodle Factory started2007 2nd Noodle Factory started
Seasoning Blending & Packing Factory started
2009 Sauce Factory started2008 Cup Noodle line started2015 1st High Capacity Noodle line
Salim Wazaran Group Limited (SAWAZ)2010 Egypt 1st Noodle Factory started2014 Kenya Noodle Factory started2016 Egypt Seasoning Factory started2016 Serbia Noodle Factory started2017 Morocco Noodle Factory started2017 Egypt Cup Noodle line started2020 Egypt 2nd Noodle Factory started
Salim Wazaran Gida Sanayive YaWrim Anonim SirkeW(Adkoturk)2015 Turkey Noodle Factory started2018 2nd Noodle line added2019 Cup Noodle line started
Home marketsNeighboring markets
This presentation is provided for information purposes only. It does not constitute an offer or invitation to purchase or subscribe for any securities of First Pacific or any of its subsidiaries or other companies it is invested in, and no part of this presentation shall form the basis of or be relied upon in connection with any contract or commitment.
Certain statements contained in this presentation may be statements of future expectations and other forward-looking statements that are based on third-party sources and involve known and unknown risks and uncertainties. Forward-looking statements contained in this presentation regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future.
There is no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on forward-looking statements, which speak only as of the date of this presentation.
IMPORTANT NOTICE
Contact Us
First Pacific Company Limited(Incorporated with limited liability under the laws of Bermuda)
24th Floor, Two Exchange Square8 Connaught Place, Central
Hong KongTel: +852 2842 4374
Email: John Ryan, Indofood Commissionerand First Pacific Associate Director
Phone: +852 6336 1411firstpacific.com