Deal Advisory Mergers and Acquisitions

Locally, we have a consistent track record as a top 3 M&A advisor1

Dedicated local M&A team With a long-standing M&A presence in »» Our senior team has experience gained at global investment banks and leading »» Proud record of client appraisals and repeat corporate finance houses. M&A clients. »» Particular M&A experience across Agriculture, »» Reputation for providing independent advice, Telco, Education, Healthcare, Industrials, Retail, strategic origination ideas, and when it comes Financial Services and Manufacturing sectors. to sale mandates – running smart and creative processes to maximise competitive tension.

Our clients include private New Zealand Focused on the detail, and supported by corporates as well as NZX listed entities a depth in expertise within KPMG »» Recent NZX listed mandates include advising Acurity on »» KPMG offers the full breadth of relevant transaction their takeover by Connor Healthcare, Dorchester on its expertise (due diligence, valuation, tax, technical takeover of Turners and Olam on its acquisition of NZ accounting) to support our M&A team as required Farming Systems Uruguay and Open Country Dairy. in the documentation phase of a transaction. »» We invest significant time researching the prospective buyers and undertaking a rigorous valuation exercise to carefully consider our sale process design tactics.

Globally, we are supported by the #1 2016 VOLUME OF GLOBAL MID-MARKET M&A DEALS2 M&A network2 476 »» As a result, many of our local transactions are large, 429 complex, and involve a foreign strategic purchaser. 343 279 248 »» Our global connectivity is unrivalled and importantly is at the ‘right’ level (Executive and Board member level), a critical factor in gaining swift traction with prospective buyers. »» More importantly than scale, our network operates seamlessly.

Global Americas Europe, Middle East & Asia pacific New Zealand Africa

»» 2,100+ CF professionals »» 290+ CF »» 1,350+ CF »» 450+ CF »» 50+ CF worldwide professionals professionals professionals professionals »» Offices in 82 countries »» 30 offices in »» 94 offices in »» 21 offices in »» 7 offices throughout with extensive cross- 7 countries 55 countries 12 countries New Zealand border abilities »» 6 dedicated M&A professionals in

1 Based on deal volume, Thomsons. 2 Based on total deal volume over the 2016 calendar year period for transactions below $500m, Thomsons.

Mergers and Acquisitions | New Zealand | KPMG Deal Advisory 2017 Mergers and Acquisitions – What we do What our clients say . . . Team CV’s

Early discussions on long-term shareholder objectives “Simpl’s Board and Shareholders are very pleased with Auckland staff Our first conversations generally happen years before a transaction their selection of KPMG as principal advisors on the event, and often involve discussing shareholder and business sale of the business. We achieved a positive outcome Gary Ivory, Partner (Head of M&A) objectives separately, as well as what the business should be with a minimum level of stress.” Gary has over 25 years experience in the field of corporate finance and has initiated and participated in assignments including considering to be “transaction ready” (governance, reporting, systems Bennett Medary – Founder and Shareholder, company mergers and acquisitions, major project and structured financings, public listings, private debt and equity raising, and management buy-outs. Gary has an extensive knowledge of many companies in New Zealand and maintains an extensive & processes, succession planning, business planning being examples). SimplHealth (2016) network of business contacts. Early conversations are also often focused on educating clients about Recent deals include advising BP Oil New Zealand Limited on the merger of McFall Fuel Limited and Rural Fuel Limited, the various exit mechanisms and their respective pro’s and con’s “We were continually impressed with the management team of Aciem Limited on their buy-out of the NZ loyalty solutions business from Aimia Inc. and lead sell side knowledge and dedication of the KPMG deal roles for Mitsui E&P Australia, Olam International, Torpedo7, Macpac, MAS, Nature’s Country Gold, Dasko and SimplHealth. team. We couldn’t have asked for better service Analyse strategic options T: (09) 367 5943 M: 021 932 890 E: [email protected] If we’re engaged on the sell-side, we spend significant time and advice; nothing was too much trouble, with understanding your business and industry before giving creative the team often working late into the night to secure the best deal for Macpac. An exceptional Nick Mckay, Director thought to the various categories of buyers (and at a high level their team which produced an exceptional result.” Nick joined KPMG New Zealand in early 2013 having spent five years working in Sydney in investment banking with Merrill respective acquisition rationale). Once we’re clear on the various types Lynch and Barclays. Nick has ten years of experience in corporate finance and investment banking with a focus on both buy of buyers, we do extensive desk-top research and complement this Alex Brandon – CEO and Shareholder, side and sell side M&A advisory mandates. Macpac (2016) with insights from our partner and director network – both locally and Key completed mandates Nick has executed at KPMG New Zealand include advising BP Oil New Zealand Limited on the globally. We ensure to understand prospective buyers intimately – their merger of McFall Fuel Limited and Rural Fuel Limited, Macpac’s sale to Champ Ventures, BCS Group’s sale to Daifuku, appetite for M&A, financial capacity, who their key decision makers “CallPlus has worked with KPMG Deal Advisory Chevron’s sale of Caltex New Zealand to , Juice Products New Zealand’s sale to Sumitomo Corporation, National are and how they ‘behave’ on deals all common screening criteria. since 2011 and received invaluable debt financing, Tertiary Education Consortium’s sale to Aspire2 (Archer Capital), Dorchester Pacific on its acquisition of Turners Auctions and The combination of these two points ensures the first approach to a acquisition and sale advice during this period. The Acurity Health Group (advisor to the Board) on its sale to Connor Healthcare, SimplHealth on its sale to Whãnau Tahi Limited team has an immense depth of experience and prospective buyer is on a tailored and informed basis and pitched to and Invenco on a capital structure and commercial advisory assignment. calmness ‘at the coalface’ in all aspects of transaction the right person! T: (09) 363 3638 M: 022 042 9863 E: [email protected] management, structuring and negotiation. No matter how fast a response was needed, how Rupert Carlyon, Director Assess value complex the situation or how much pressure was ‘in As part of our early workstreams (and before approaching a buyers(s) Rupert joined KPMG from where he headed up Strategy and Investor Relations. Prior to this Rupert spent 10 play,’ KPMG went above the call of duty to deliver years at UBS in London and New Zealand advising a range of clients across M&A, capital markets and corporate broking. formally) we undertake valuation analysis, and importantly use what CallPlus needed, when it was needed - even if valuation methodology that different types of buyer categories While at UBS, Rupert led a number of transactions across a variety of sectors including food and beverage, financial services an all night vigil was required!” and wood products. generally rely on. Private equity, local trade buyers and foreign Mark Callandar – CEO, CallPlus (2015) trade buyers generally place different reliance on various valuation T: (09) 363 3563 M: 021 659 557 E: [email protected] methodologies (transaction comparisons, trading comparisons, “Ours was a complex transaction involving multiple James Peterson, Associate Director discounted cashflows, asset valuation, leveraged buyout models). parties, which was concluded during a 12 month We maintain a KPMG transactions database, which tracks data on James has experience in M&A, financial restructuring and financial consultancy and has worked in the United Kingdom, Asia period. Without KPMG being at our side every step of and New Zealand. Following time working at PwC in Auckland and KPMG in London, he subsequently held industry roles in actual prices paid for private businesses in New Zealand (over 500 the way, we wouldn’t have achieved the outcome we the UK and Hong Kong. transactions). We also have access to an extensive array of external did - namely a successful trade sale.” Recent experience with KPMG includes advising the management team of Aciem Limited on their buy-out of the NZ loyalty research resources. Ansari Ma & Isaac Phua – Directors NTEC (2015) solutions business from Aimia Inc., PowerSmart NZ Limited on their sale to , Nature’s Country Gold on their sale to Pacific Equity Partners, SimplHealth on its sale to Whãnau Tahi Limited and Macpac on its sale to Champ Ventures. Prepare marketing materials KPMG’s advice in assessing BCS’ strategic alternatives and eventually the execution of a sale T: (09) 363 3690 M: 022 010 7375 E: [email protected] We spend considerable time compiling investment memoranda, process was superb. The KPMG team worked presentations and other marketing documents for clients. Ensuring seamlessly with BCS executives and other advisors Martin Ooi, Senior Analyst buyers have sufficient information in a succinct format to make involved with the transaction for over a year. The Martin joined KPMG Auckland’s M&A team in September 2015 after having spent four years at EY in Malaysia providing M&A an informed offer is important. We are very focused on the use friendly yet professional manner in which we and corporate finance advisory services across various industries. Whilst at KPMG Martin has advised SimplHealth on its sale of examples and tangible proof points in crafting a strong value collectively operated was a pleasure to be a part of to Whãnau Tahi Limited and BP Oil New Zealand Limited on the merger of McFall Fuel Limited and Rural Fuel Limited as well proposition for the new owner and our relationship and trust with KPMG further as a number of ongoing mandates. enhanced as a result” T: (09) 367 5877 M: 022 390 4003 E: [email protected] Identify key issues and messages Steve Fullerton – CFO, BSC Group (2014) We identify and enhance positive business features which optimise Cameron Judge, Senior Analyst likely outcomes. We also identify key business risks and outline “KPMG’s team acted swiftly to provide the Cameron joined KPMG Auckland’s office in April 2016 following two years of institutional banking experience at BNZ. Whilst mitigating factors. Given our depth of transaction experience, we know Independent Director’s with thorough advice and at KPMG Cameron has advised BP Oil New Zealand Limited on the merger of McFall Fuel Limited and Rural Fuel Limited, what works and may recommend key issues to be addressed before a within a demanding timetable. The materials KPMG Invenco on a capital structure and commercial advisory assignment as well as a number of ongoing mandates. transaction process is embarked upon. presented to the Independent Director’s were T: (09) 367 5835 E: [email protected] comprehensive, yet very well presented and thought Project management/facilitation through which made for an easy and enjoyable read.” Wellington and Hamilton staff Transaction processes are typically time intensive and require Alan Isaac - Chairman, Acurity (2014) efficient process management. We allow management to get on with Troy Newton Partner (Wellington) their day jobs (e.g. to achieve budget), minimising distraction and “KPMG were great to work with. They provided In a 28 year career with KPMG, Troy has worked on projects spanning industry and regulatory reform, business valuation, business disruption. Importantly, we ensure frequent and transparent professional advice at timely stages, outlining the commercial due diligence, project financing, privatisation and M&A throughout New Zealand, Australia and Asia. communication with clients such that they are fully informed and options to help our decision making and provided Recent experience includes advising Foodstuffs Wellington as it assessed a merger with Foodstuffs Auckland and various retain control of important decisions. valuable negotiation advice and assistance. Once the streams of advice to AMP Capital in relation to its investment in . transaction completed, KPMG were committed to T: (04) 816 4710 M: 021 821 703 E: [email protected] Completion support staying involved and supporting our interests.” Successful transaction processes are typically negotiated and Guy Howard-Willis – Director, Torpedo7 (2013) Keith Richards, Associate Director (Hamilton) documented. We support both processes and are often heavily involved Keith is a UK qualified Chartered Accountant with over 15 years experience in M&A, valuation and financial due diligence in to ensure the correct financial mechanisms and commercial parameters “We were very happy with KPMG’s service. They the UK and New Zealand, including 7 years with a Big 6 accountancy firm in London. are put in place to maximise value and minimise risk for our client. made the right introductions, managed a professional Recent experience with KPMG includes the lead sell side role for Nature’s Country Gold in their sale to Pacific Equity Partners and timely process and helped achieve an outcome and advising on the sale of the ISL animal Health & NJ Phillips business owned by Forlong & Maisey to Simcro. we wouldn’t have otherwise considered.” T: (07) 858 6543 M: 022 639 0348 E: [email protected] Paul and John Boocock – Directors, Mergers and Acquisitions | New Zealand | KPMG Deal Advisory 2017 Hiway Group (2011) Mergers and Acquisitions | New Zealand | KPMG Deal Advisory 2017 Tombstones – selected transaction experience

Lead financial advisor to the Lead financial advisor to BP Lead financial advisor to Lead financial advisor to Lead financial advisor to management team of Aciem Oil New Zealand Limited SimplHealth Solutions Medical Assurance Society Macpac in relation to its Limited in relation to their in relation to the merger Limited in relation to its sale in relation to the partnership sale of shares to CHAMP buy-out of the NZ loyalty of McFall Fuel Limited and of its business and assets of its medical securities Ventures solutions business from listed Rural Fuel Limited to Whanau Tahi Limited business with Canadian parent Aimia Inc. Bank Not disclosed Not disclosed Not disclosed Not disclosed Not disclosed May 2017 March 2017 August 2016 January 2016 January 2016

Lead financial advisor to Lead financial advisor to National Sell-side advisor to Call Plus Capital structure and M&A advisory services to Nature’s Country Gold Tertiary Education Consortium on their sale to M2 commercial advisory Chevron on the divestment in relation to its sale of in relation to their 100% assignment of its New Zealand Caltex business and assets to divestment to the Aspire2 Group service station network Pacific Equity Partners as part of the consolidation led by Archer Capital c.$785m Not disclosed c.$50m NZ$250m Pending January 2016 October 2015 2015 August 2016 December 2015

Provided M&A advisory Lead financial advisor Lead financial advisor Financial advisor to Advisory services to services to Accent Group to BCS Group in relation to to Juice Products the Independent Directors Dorchester regarding leading up to and in respect their 80% divestment New Zealand in relation to of Acurity Health Group their takeover of Turners of the recently announced to Daifuku their 80% divestment to Limited in relation to the Auctions Ltd transaction with RCG Sumitomo Corporation takeover offer from Connor Healthcare A$180m-A$200m Value not disclosed Value not disclosed c.$156m NZ$82m 2015 December 2014 October 2014 August 2014 October 2014

Lead advisor to Financial advisor to TCL in Lead advisor to Mastagard Lead advisor to Dasko in Advised CKI on the Steelmasters’ shareholders relation to its divestment to shareholders in their sale of their divestment to Hellaby acquisition of Envirowaste in their sale of shares to management shares to Enviro Waste Holdings Ltd a financial investor and Services Ltd management

Value not disclosed Value not disclosed Value not disclosed Value not disclosed Approximately $490 million June 2014 2014 May 2014 April 2014 2012

Advised the Warehouse Lead advisor to Torpedo7 Advisor to Mitsui on its Acted as lead advisor Initiated transaction and acted Group Limited on the shareholders in their sale of decision to divest its 35% to Radius Health Group as joint financial advisor to acquisition of Noel Leeming shares to the Warehouse share of the Tui Oil Field to a on its divestment of Olam International Limited on Group Ltd consortium of JV partners Radius Pharmacy to their substantial takeover of Pharmacybrands NZ Farming Systems Uruguay

$65 million NZ$33m Consideration not disclosed $35.1m NZ$120m 2012 2013/2014 2013 2011 2010

Acted as advisor to Assisted Direct Capital and Acted as lead advisor to Acted as lead advisor to Acted as lead advisor Pharmacybrands Limited Waterman Holdings in the WEL Networks in forming Olam International Limited to the shareholders of on its merger with Life sale of Express Logistics to a JV arrangement with on their investment into Hiway Stabilizers on their Pharmacy Limited Toll Holdings Dairy Trust Limited majority divestment to Direct Capital

$20m NZ$62.5m $200m $101.5m Value not disclosed 2009 2009 2008 2008 December 2011

Disclaimer: This proposal is made by KPMG, a New Zealand Partnership and a member firm of the KPMG network of independent firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity, and is in all respects subject to the negotiation, agreement, and signing of a specific engagement letter or contract. KPMG International provides no client services. No member firm has any authority to obligate or bind KPMG International or any other member firm vis-à-vis third parties, nor does KPMG International have any such authority to obligate or bind any member firm. Copyright: © 2017 KPMG, a New Zealand partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. Printed in New Zealand. KPMG and the KPMG logo are registered trademarks of KPMG International Cooperative (“KPMG International”), a Swiss entity. KPMG02066