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In Asia Copyright © First Pacific Company Limited 7 July 2020 Proposed Acquisition of Pinehill Company by Indofood CBP, A Subsidiary of Indofood HKEx: 00142 Creating ADR: FPAFY long-term value www.firstpacific.com in Asia Copyright © First Pacific Company Limited 7 July 2020. All rights reserved. Ownership Structure of Pinehill Company Argyle Street Management Limited Independent Third Relative of Anthoni Salim (Hong Kong-based asset manager, Parties Mr. Salim Beneficial Owner of Steele Lake) 49% 42.7% 8.3% 100% Pinehill Corpora Limited Steele Lake Limited (Affiliated) Seller (Non-Affiliated) Seller 51% 49% Pinehill Company Limited (Target Company, “Pinehill Group”) 59% 59% 59% 100% Salim Wazaran Group Limited Salim Wazaran Gida Sanayi Pinehill Arabia Food Limited Platinum Stream Profits “SAWAZ” (Egypt, Kenya, ve Yatirim Anonim Sirketi Serbia, Morocco) “PAFL” (Saudi Arabia) Limited 80% 49% Adkoturk Gida Sanayi ve DUFIL Prima Plc “DUFIL” Ticaret Limited Sirketi (Nigeria, Ghana) “Adkoturk” (Turkey) The four main Pinehill Group noodle makers. 2 Note: FPC Chairman A. Salim has a 25% economic interest in Pinehill. Pinehill Group Brings Continental Scale Four Companies In Eight Markets Serving 550 mln People DUFIL Pinehill Arabia Food (PAFL) Production2.8 from:x 4.9 1995 Production2.8 from:x 4.9 1995 2019 Sales: 4,062 mln 2019 Sales: 1,779 mln Population:13.4 x 5.0237 mln Population:19.2 x 5.035 mln SAWAZ Adkoturk Home marKets Production4.2 from:x 4.9 2010 Production2.8 from:x 4.9 2015 Neighboring marKets 2019 Sales: 1,550 mln 2019 Sales: 211 mln Population:13.4 x 8.2195 mln Population:19.2 x 8.284 mln Export markets bring total population to 885 million potential consumers Note: Sales are in units of 70g equivalent pacKs while “production from” refers to first factory operation. Sources: Company data, International Monetary Fund. 3 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 geography o The transaction would be in line with ICBP’s current business and its core Indomie brand 4 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 5 Transaction Valuation o Valuation of US$2.998 billion at control premium P/E multiple of 23x o 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. 6 IFA Valuation vs. Other Noodle Makers (USD mln4) Company Name Ticker Market Cap1 Net Profit2 P/E Ratio2 Toyo Suisan Kaisha Ltd. TYO: 2875 6,010 218 27.60 Nissin Foods Holdings Co. Ltd. TYO: 2897 9,126 273 33.42 NongShim Co. Ltd. KRX: 004370 1,880 59 32.13 Samyang Foods Co. Ltd. KRX: 003230 851 49 17.33 Nestlé Nigeria PLC3 LAG: NESTLE 2,242 118 18.99 Flour Mills of Nigeria PLC3 LAG: FLOURMILL 216 11 20.36 Nissin Foods Company Limited 1475.HK 851 32 26.46 Thai President Foods Public Company Limited BKK: TFMAMA 2,101 126 16.64 PT Indofood CBP Sukses Makmur Tbk. IDX: ICBP 7,455 360 20.71 Nestlé (Malaysia) Berhad3 KLSE: 4707 7,639 157 48.61 Notes: Average 26.23 1) The market capitalization of the Comparable Companies is calculated based on their respective closing price per share and Median 23.58 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 Maximum 48.61 Comparable Companies as published in their respective latest financial reports and the respective market capitalization as Minimum 16.64 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. 7 Deutsche Bank Valuation for ICBP 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. Equity Value Valuation Methodology (USD bln) Comments Discounted Cash Flow Analysis 2.9-3.6 Financial projecdons were based on the business plan prepared by Pinehill Trading Comparables 2.4-3.9 Valuadon range based on EV/2020E EBITDA, EV/2021E EBITDA, 2020E P/E and 2021E P/E muldples for comparable companies Precedent Comparable Transactions 2.5-3.5 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. 8 Significant De-Risking o The Sellers guarantee a minimum average annual level of audited net profit after tax of US$128.5 million for 2020-2021 o ICBP would pay just US$2.35 billion initially, holding back US$650 million until the earnings guarantee for average audited net profit after tax for the two years 2020-2021 is confirmed o Under the terms of the guarantee, an earnings shortfall above 5% of the guarantee would result in a price reduction under a formula returning 23 times the shortfall to ICBP o There is no allowance for upward price adjustment on higher earnings, and no floor on potential price adjustment downwards (up to and beyond the retained US$650 million) o Pinehill Group has zero bank debt o ICBP is currently in a net-cash position and will finance the purchase with US$300 million in cash and the remaining US$2,048 million in borrowings with anticipated gearing of 0.55x following the transaction o Borrowings will have no recourse to First Pacific or Indofood o The Pinehill Group began a quarter-century ago and is well established in its fast-growing markets and has been closely integrated with noodle production plants and processes nearly identical or similar to ICBP’s o All key
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