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​Empire Company Limited to Acquire Farm Boy

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​Empire Company Limited to Acquire Farm Boy ​Empire Company Limited to Acquire Farm Boy ​September 24, 2018 Disclaimers FORWARD-LOOKING INFORMATION This document contains forward-looking statements which are presented for the purpose of assisting the reader to understand management’s expectations regarding the Company’s strategic priorities, objectives and plans. These forward-looking statements may not be appropriate for other purposes. Forward-looking statements are identified by words or phrases such as “expects”, “intends”, “may”, “plans”, “will”, and other similar expressions or the negative of these terms. These statements include those relating to: (i) timing of the acquisition which may be impacted by regulatory approval and closing conditions; (ii) timing and magnitude of growth (including same-store-sales, rollout and additional penetration in GTA, our expectations for additional stores by the end of fiscal 2020 and doubling the size of the business in five years) which may be impacted by customer demand, increased competition, the real estate opportunities available, the pace of new store openings, and the amount of time it will take new stores to ramp up; (iii) returns, accretion, free cash flow generation and projected fiscal 2020 EBITDA expected from the acquisition which may be impacted by the points noted in (ii) above and whether new stores are able to attain historical profitability levels, the ability of the Company to predict and adapt to changing consumer tastes, preferences and spending patterns, future general economic and market conditions, legislative and regulatory environment in which the Company operates, and the effectiveness of integration efforts; and (iv) the timing of e-commerce roll-out which may be impacted by the overall customer response to the service and the performance of its business partner, Ocado. Additional risks are described in detail from time to time in documents filed by the Company with securities regulatory authorities in Canada. By its nature, forward-looking information requires the Company to make assumptions and is subject to inherent risks, uncertainties and other factors which may cause actual results to differ materially from forward-looking statements made. For more information on risks, uncertainties and assumptions that may impact the Company’s forward-looking statements, please refer to the Company’s materials filed with the Canadian securities regulatory authorities, including the “Risk Management” section of the fiscal 2018 annual Management’s Discussion and Analysis. NON-IFRS MEASURES There are measures included in this news release that do not have a standardized meaning under generally accepted accounting principles (“GAAP”) and therefore may not be comparable to similarly titled measures presented by other publicly traded companies. The Company includes these measures because it believes certain investors use these measures as a means of assessing financial performance. • Free cash flow is calculated as cash flows from operating activities, plus proceeds on disposal of property, equipment and investment property, less property, equipment and investment property purchases. • Earnings before interest, taxes, depreciation and amortization (“EBITDA”) is calculated as net earnings before finance costs, income tax expense, and depreciation and amortization. • EBITDA margin is EBITDA divided by sales. • Adjusted EPS (fully diluted) is calculated as adjusted net earnings divided by diluted weighted average number of shares outstanding. • Same-store sales are sales from stores in the same location in both reporting periods. All references herein are to Canadian dollars. 1 Participants at Today’s Presentation Michael Medline Michael Vels Jean-Louis Bellemare Jeff York President & Chief Chief Financial Officer of Founder & Co-CEO of Co-CEO of Farm Boy Executive Officer of Empire and Sobeys Farm Boy Empire and Sobeys 2 Overview of Farm Boy . Founded in 1981, Farm Boy Inc., (“Farm Boy”) is an Ontario- based retail grocer that has a focus on high quality and locally- sourced meat and produce and offers a wide range of exceptional private label and prepared foods and renowned customer service . In 2012, Berkshire Partners, a leading global private equity firm specializing in consumer products and retail investments, partnered with the Bellemare family and invested in Farm Boy . Farm Boy is led by Jean-Louis Bellemare (founder and co-CEO) and Jeff York (co-CEO), both of whom will continue their leadership roles with Farm Boy post-transaction . Farm Boy operates a unique and compelling brand that resonates with Canadians and has a passionate and loyal customer base . Scalable platform with infrastructure in place to support future long-term growth . Over the last 5 years, Farm Boy has approximately doubled store count and delivered strong revenue, EBITDA and free cash flow growth . Today, Farm Boy has 26 stores with defined plans for continued expansion into the GTA 3 Transaction Overview . Empire, through a subsidiary, will acquire Farm Boy based on a total enterprise value of $800 million Purchase . Farm Boy will be set up as a separate company within Empire’s structure Price . Farm Boy’s Co-CEOs will reinvest in 12% of the continuing Farm Boy business . Represents a 14.1x multiple of Farm Boy’s estimated EBITDA in Empire’s fiscal 2020(1) . Accretive to adjusted earnings per share and operating cash flow per share in the first full fiscal year after closing Financial . EBITDA CAGR of 21% with compelling EBITDA margin profile(2) Profile . Plan to double store count in the next 5 years . Free cash flow generation more than sufficient to self-fund growth . All stores are profitable and growing . Cash consideration funded with cash on hand and a new $400 million bank facility Financial . Rapid deleveraging profile Flexibility . Significant liquidity available from unutilized facilities Timing & . Expected to close at the beginning of 2019 Approvals . Subject to standard closing conditions – including Competition Bureau approval (1) Based on a total enterprise value of $800 million and performance under Empire’s ownership, including growth related to same-store sales and new store openings (2) For the period from FY2014 through the 52 weeks ended July 14, 2018 4 Key Investment Highlights 1 Aligned with Empire’s Strategic Priorities 2 Leading Specialty Food Retailer with Strong Brand Loyalty 3 Attractive, Scalable Platform Primed for Growth 4 Enhances Presence in Urban Markets with Established, Well-Known Brand in Ontario 5 Exceptional Private Label Offering 6 Retention of Strong and Driven Management Team 5 Aligned with Empire’s Strategic Priorities Strategic Priorities Reset our Bolster our Brand Win in Our Stores Enhance Discount Win E-Commerce Foundation Strengthen the Improve service and Expand discount to Launch home Successful emotional offering in our Western Canada delivery through completion of connection to our conventional stores and refine our Ocado partnership Sunrise by end of banner brands FreshCo model fiscal 2020 Farm Boy Strategic Fit . Shifting from defence to . Unique and compelling . Bolsters core food . New distribution offence brand that resonates business channel for exceptional . New platform to with urban demographic . Exceptional private private label products accelerate growth in . Passionate customer label offering . Drives Ocado E- urban markets base . Growing chef-inspired commerce platform . Managed separately . Focus on fresh prepared food offering . Existing Farm Boy . Distinct store format . Renowned customer management team will experience continue to oversee growth 6 Leading Specialty Food Retailer with Strong Brand Loyalty Differentiated value proposition with exceptional private label and chef-inspired prepared food offering Unique Grocery Retail Concept Wide Selection of Highest Quality, Fresh Foods Majority of the Store is Fresh Premium-Quality Private Brand Broad Prepared Food Offering Exceptional Private Label Offering Unique Assortment Featuring Local, Organic, On-Trend Products Healthy, On-Trend Food Authentic Brands that Offer an In-Store “Experience” Prepared Food Strategy Local Food and Carefully Sourced Supplier Network Differentiated in-store experience focused on fresh and freshly prepared food and renowned customer service 7 Attractive, Scalable Platform Primed for Growth 3-Year Average SSSG Sales EBITDA (2015A – 2017A) CAGR: CAGR: 18% 21% 5.3% 1.7% 1.3% Average of Average of 2014A 2015A 2016A 2017A 52-weeks 2014A 2015A 2016A 2017A 52-weeks Canadian U.S. Grocery ending ending Grocery Peers(2) 14-Jul-18 14-Jul-18 Peers(1) Double digit sales and EBITDA growth, high margin format, self-funding business model (1) Includes Sobeys, Loblaw and Metro (2) Includes Albertsons, Ingles Markets, Kroger, Sprouts Farmers Market and Whole Foods Market 8 Attractive, Scalable Platform Primed for Growth Expect to double the business through a combination of new store openings and conversion of existing Sobeys locations in the next 5 years Continue Best-in-Class SSSG Existing Markets are Underpenetrated Current Population / Enhance assortment of Farm Boy private label products Population Stores Store Continual innovation in chef-inspired prepared food Ottawa 14 ~1.0M 71,000 offering Stores Deliver delicious products at a great value GTA 3 ~6.3M 2,000,000 Stores Continue to drive brand loyalty Southwestern 7 ~2.6M 370,000 Continue excellent store-level execution and in-store Ontario Stores marketing Strong Early Success in the GTA Enter New Markets . Year -1 sales of Whitby
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