Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - TYSON FOODS, INC. | tsnpressrelease8k42517.htm |
| 8-K - 8-K - TYSON FOODS, INC. | tsn8-k42517.htm |
Acquisition of
AdvancePierre
Investor Presentation
April 2017
2
Forward-Looking Statements
This communication contains forward-looking statements, including statements regarding the expected consummation of
the acquisition, which involve a number of risks and uncertainties, including the satisfaction of closing conditions for the
acquisition (such as regulatory approval for the transaction and the tender of at least a majority of the outstanding shares
of capital stock of AdvancePierre Foods); the possibility that the transaction will not be completed; the impact of general
economic, industry, market or political conditions; risks related to the ultimate outcome and results of integrating the
operations of Tyson and AdvancePierre Foods; the ultimate outcome of Tyson’s operating strategy applied to
AdvancePierre Foods and the ultimate ability to realize synergies; the effects of the business combination on Tyson and
AdvancePierre Foods, including on the combined company’s future financial condition, operating results, strategy and
plans; and other risks and uncertainties, including those identified in AdvancePierre Foods’ periodic filings, including
AdvancePierre Foods’ Annual Report on Form 10-K for the year ended December 31, 2016 and AdvancePierre Foods’
Registration Statement on Form S-1 filed with the U.S. Securities Exchange Commission (“SEC”) on April 5, 2017 and
any subsequent quarterly reports on Form 10-Q, as well as the tender offer documents to be filed with the SEC by Tyson
and the Solicitation/Recommendation statement on Schedule 14D-9 to be filed by AdvancePierre Foods. These
statements constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. The words “may,” “might,” “will,” “should,” “estimate,” “project,”
“plan,” “anticipate,” “expect,” “intend,” “outlook,” “believe” and other similar expressions (or the negative of such terms)
are intended to identify forward-looking statements. If underlying assumptions prove inaccurate or unknown risks or
uncertainties materialize, actual results and the timing of events may differ materially from the results and/or timing
discussed in the forward-looking statements, and readers are cautioned not to place undue reliance on these forward-
looking statements. Forward-looking statements speak only as of the date of this communication, and neither Tyson nor
AdvancePierre Foods undertakes any obligation to update any forward-looking statement except as required by law.
3
Forward-Looking Statements
ADDITIONAL INFORMATION AND WHERE TO FIND IT
The tender offer referenced in this communication has not yet commenced. This announcement is for informational purposes
only and is neither an offer to purchase nor a solicitation of an offer to sell securities, nor is it a substitute for the tender offer
materials that will be filed with the SEC. The solicitation and offer to buy AdvancePierre Foods stock will only be made
pursuant to an Offer to Purchase and related tender offer materials. At the time the tender offer is commenced, Tyson and its
acquisition subsidiary will file a tender offer statement on Schedule TO and thereafter AdvancePierre Foods will file a
Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. THE TENDER
OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN
OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE
14D-9 WILL CONTAIN IMPORTANT INFORMATION. ADVANCEPIERRE FOODS STOCKHOLDERS ARE URGED TO
READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION THAT HOLDERS OF ADVANCEPIERRE FOODS SECURITIES SHOULD CONSIDER
BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SECURITIES. The Offer to Purchase, the related
Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, will be
made available to all holders of AdvancePierre Foods stock at no expense to them. The tender offer materials and the
Solicitation/Recommendation Statement will be made available for free at the SEC's website at www.sec.gov. Copies of the
documents filed with the SEC by Tyson will be available free of charge on Tyson’s internet website at http://www.tyson.com or
by contacting Jon Kathol at Tyson’s Investor Relations Department at (479) 290-4235 or by email at jon.kathol@tyson.com.
Copies of the documents filed with the SEC by AdvancePierre Foods will be available free of charge on AdvancePierre Foods’
internet website at http://www.advancepierre.com or by contacting John Morgan at AdvancePierre Foods’ Investor Relations
Department at (513) 372-9338 or by email at ir@advancepierre.com.
In addition to the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the
Solicitation/Recommendation Statement, AdvancePierre Foods files annual, quarterly and current reports and other
information with the SEC. You may read and copy any reports or other information filed by AdvancePierre Foods at the SEC
public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference room. AdvancePierre Foods’ filings with the SEC are also available to the public from
commercial document-retrieval services and at the website maintained by the SEC at http://www.sec.gov.
4
Transaction Overview
Summary and
Terms
• Tender offer to acquire all AdvancePierre outstanding common shares for $40.25 per
share in cash
• Enterprise value of ~$4.2 billion, including $3.2 billion in equity value and $1.1 billion in
assumed debt
Financing • Not subject to financing condition • Committed bridge financing from Morgan Stanley
Synergies • Expect cost synergies of more than $200 million within three years• Revenue synergies over time through utilizing Tyson’s sales and distribution platform
Conditions • Tender of majority of outstanding AdvancePierre shares• Regulatory approvals
• Tender and support agreement with Oaktree
Closing • Expected in third quarter of Tyson’s fiscal 2017
Important step in our growth strategy and
opportunity to refine the shape of our portfolio
5
Compelling Strategic Rationale
GROWING OUR PORTFOLIO OF
PROTEIN-PACKED BRANDS
> Expands prepared foods offering by joining
complementary market-leading portfolios
DELIVERING SUSTAINABLE
FOOD AT SCALE
> AdvancePierre’s strength in foodservice
enhances current distribution and sales
footprint
CREATING FUEL FOR REINVESTMENT THROUGH A DISCIPLINED
FINANCIAL FITNESS MODEL
> Enhances Tyson’s financial profile
S
TR
AT
E
G
IC
E
N
A
B
LE
R
S
DRIVING PROFITABLE GROWTH WITH AND FOR OUR
CUSTOMERS THROUGH DIFFERENTIATED CAPABILITIES
> AdvancePierre’s recent growth has outpaced category growth
SUSTAINABLY FEED THE WORLD WITH FASTEST
GROWING PORTFOLIO OF PROTEIN-PACKED BRANDS
6
Logical Next Step in Strategy
Expands prepared
foods offering; joins
complementary
market-leading
portfolios
• Expands Tyson’s prepared foods offerings with AdvancePierre’s portfolio of ready-to-eat lunch
and dinner sandwiches, sandwich components, entrees, and snacks
• Broadens Tyson’s competitive position across poultry, beef and pork
• Improves competitiveness and sustainable long-term growth through increased scale and
refined portfolio of prepared foods and protein-packed brands
• Also planning to divest existing Tyson non-protein branded assets to sharpen strategic focus
Valuable addition to
current distribution
and sales footprint
• Represents natural extension of our supply chain – Tyson’s fresh meats business to provide
many of AdvancePierre’s raw material components
• Increases Tyson’s exposure to the convenience distribution channel
• Accelerates growth of AdvancePierre’s brands by leveraging Tyson’s existing infrastructure
and distribution channel
Enhances Tyson’s
financial profile
• Expected to be immediately accretive to Tyson’s EPS on both a GAAP and cash basis
• Net debt to adjusted EBITDA ratio expected to be 2.7x
• Significant and achievable annual synergies of approximately $200 million within three years
AdvancePierre’s
recent growth has
outpaced category
growth
• Significant growth across all operating segments
− Foodservice: well-positioned in growing and resilient industry
− Retail: leading private label provider with significant growth opportunity
− Convenience: fastest growing segment, with consistent growth since 2012
Strong cultural fit
• Shared goals; sustainable, holistic solutions to food manufacturing and long-term growth
• Provides stability and opportunities for employees, customers, and shareholders
7
Complementary Portfolios of Strong Brands
8
Strong Today and Leading for Tomorrow
Natural extension of our
supply chain
Consolidated
manufacturing footprint
Enhanced distribution
channels
Reaching a broader cross-
section of consumers
Leading supplier to national and
regional convenience stores and
vending providers
Leading foodservice brands with
high operator/distributor loyalty
NEW BRANDS, NEW CAPABILITIES, NEW GEOGRAPHIES
CREATES SIGNIFICANT SYNERGIES
• Expected to result in cost synergies of approximately $200 million to be fully
realized within three years
• Cost synergies created by consolidated manufacturing footprint, lower input pricing,
and addressing redundant foodservice and retail distribution channels, redundant
sales and marketing functions and duplicative corporate overhead
• Revenue synergies expected over time by utilizing Tyson’s sales and distribution
platform to drive growth across AdvancePierre’s leading sandwich/snack brands
ENHANCES BALANCE SHEET
• Expected to be immediately accretive to Tyson’s EPS on both a GAAP and a cash
basis, excluding one-time costs
• Net debt to adjusted EBITDA ratio initially expected to be 2.7x; will be reduced
steadily by strong cash flow and support investment grade profile
9
Driving Financial Results
10
Tyson and AdvancePierre Combine
to Create Long-Term Value
Next step in growth strategy and opportunity to refine the shape of our
portfolio
Financially compelling; expected to be immediately accretive to Tyson EPS
based on $200 million in cost synergies
Significant value for AdvancePierre shareholders and significant ongoing
benefits to Tyson shareholders and both companies’ customers and
employees
Complementary, market-leading products and brands
Natural extension of supply chain and sales footprint, including fast-growing
convenience distribution channel
Contributing to our mission to sustainably feed the world with the fastest
growing portfolio of protein-packed brands
Thank
You