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Proposed Combination with Anheuser-Busch
Creating the Global Leader in Beer with Flagship Brand
Budweiser
12 June, 2008
1
Neither this presentation nor any of the transactions referred to herein constitutes an offer of securities for sale in the United States or an offer to acquire or exchange securities in the United States.
The securities that may be issued pursuant to the terms and conditions of the transactions referred to herein have not been nor will be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities of any state or any other country (other than Belgium), and may not be offered, pledged, transferred, or sold absent (i) registration of such securities under the Securities Act or the securities laws of such state or country, as the case may be, or (ii) an available exemption from such registration.
Under the terms and conditions of, and in connection with, the transactions referred to herein, no offer to acquire securities or to exchange securities for other securities has been made, or will be made, directly or indirectly, in or into, or by use of the mails, any means or instrumentality of interstate or foreign commerce or any facilities of a national securities exchange of, the United States or any other country in which such offer may not be made other than (i) in accordance with the tender offer requirements under the U.S. Securities Exchange Act of 1934, as amended, or the securities laws of such other country, as the case may be, or (ii) pursuant to an available exemption from such requirements.
Disclaimer
Proposed Combination with Anheuser-Busch
Creating the Global Leader in Beer with Flagship Brand
Budweiser
12 June, 2008
3
Agenda
• Summary of the Proposed Transaction
• Snapshot of the Combination
• Benefits to Anheuser-Busch
• InBev's Track Record
• Summary
• Q&A
4
Key Offer Terms and Financial Impact
• $ 65 per share in cash
• Premiums to Anheuser-Busch share price:
− 35% over Anheuser-Busch’s 30-day average share price prior to recent market speculation
− 18% over Anheuser-Busch’s previous all-time high achieved in October 2002
• Total consideration to Anheuser-Busch shareholders: $ 47.5 billion
• Offer price represents 12x Anheuser-Busch’s 2007 EBITDA
• Financed by a combination of at least $ 40 billion of new debt, divestitures of non-core assets and equity financing
− Strong support from a group of leading financial institutions which together would be prepared to provide all of the financing required to complete this transaction
− Management committed to retaining investment grade credit profile and rapid de-leveraging
− Disciplined approach to equity issuance
• Transaction consistent with strict acquisition value creation criteria
• Accretive to earnings per share within second full year after combination
5
A Winning Combination
• InBev proposes combination with Anheuser-Busch, creating the global leader in beer with Budweiser as its flagship brand
• Combination would create one of the world’s five largest consumer products companies
• A stronger, more competitive company to benefit all stakeholders
• Name of combined company to evoke Anheuser-Busch’s heritage; Budweiser to expand globally
• North American headquarters and global home of flagship Budweiser brand in St. Louis, MO
• Fully committed to support U.S. wholesalers and three-tier system
• No closure of U.S. breweries; commitment to communities where Anheuser-Busch operates is maintained
• Explore with Grupo Modelo possibilities to further expand its brands in other markets
6
• Summary of the Proposed Transaction
• Snapshot of the Combination
• Benefits to Anheuser-Busch
• InBev's Track Record
• Summary
• Q&A
Agenda
7
Financial Snapshot of the Combination
INBEV COMBINED COMPANY(a)
460 mhlTOTAL VOLUMES(b)
REVENUES
EBITDA
EBITDA
MARGIN
271 mhl
€ 14.4 bn € 26.6 bn
€ 5.0 bn € 7.8 bn
34.6% 29.4%
PRO FORMA 2007
(a) Anheuser-Busch financials converted from USD into Euro at a FY2007 average €/$ exchange rate of 1.37.
(b) Adjusted for equity brands.
ANHEUSER-BUSCH(a)
189 mhl
€ 12.2 bn
€ 2.8 bn
23.0%
8
Creation of the Global Leader in Beer…(€ in billions)
2007 Total Volumes
2007 EBITDA
189
271130150189
271284
InBev+ A-B
SABMiller InBev A-B Heine-ken
Carlsberg
(hl in millions)460
€5.0 €1.5
€2.8€3.1€3.2
€5.0€2.8
InBev+ A-B
InBev SABMiller Heine-ken
A-B Carlsberg
€7.8
2007 Revenues
€14.4
€8.9
€12.2€14.4€15.8€16.7
€12.2
InBev+ A-B
SABMiller Heine-ken
InBev A-B Carlsberg
€26.6
Note: Data based on calendar year-end. Carlsberg and Heineken are pro forma estimates for the joint acquisition of Scottish & Newcastle.
+62% +61%
+143%
9
…and a Top Five Global Consumer Products Company
ENTERPRISE VALUE
2007 EBITDA
(€ in billions)
€6.2€6.3€6.3
€5.0
€11.1
€14.1
€5.0€3.8 €3.4
€2.7
€2.8
P&G Nestlé InBev +A-B
PepsiCo Coca-Cola
Unilever InBev Kraft Diageo Danone
€7.8
Note: Enterprise values based on closing share prices as at 6 June 2008. Reported EBITDA numbers calendarized to 31 December where relevant.
€35.6€39.7€43.8€44.3
€153.0
€120.5
€76.4
€43.8
€66.7 €66.6€25.4
P&G Nestlé Coca-Cola
InBev +A-B
PepsiCo Unilever Kraft InBev Diageo Danone
€69.2
10
Complementary Geographies Provide a Truly Global Footprint with Leading Positions in Key Markets
(Primarily) InBev (Primarily) Anheuser-Busch InBev & Anheuser-Busch
Source: InBev, company filings and Wall Street research.
#1 North
America
#1 Latin
America
#2 Asia
#2 Europe
11
(a) Developing Markets: include InBev operations in Central and Eastern Europe, Russia, China, Brazil, Argentina and Other South-America operations and Anheuser-Busch’s holdings in Grupo Modelo and Tsingtao at their respective equity interests.Sources: InBev, Anheuser-Busch 10-K.
Balanced Exposure to High-Growth Developing Markets and Stable Developed Markets
43%57%
REVENUES(a) OPERATING PROFIT(a)
47%53%
(Pro forma 2007)
Developed Markets Developing Markets
12
Strong Growth Opportunities through Leveraging Combined Brands Across an Unparalleled Global Distribution Network
Complementary Offering of
Market-leading Brands
Strong US Distribution Network for
InBev European Import Brands
Extensive Int’l Network to Globalize
Anheuser-Busch Brands
• Budweiser: iconic US brand, the great American lager and “King of Beers”
• Stella Artois: the brand of supreme quality and worth; the number one premium draught beer in the world
• Beck’s: the number one German beer in the world, available in more than 120 countries
• Accelerate growth of InBev's European import brands in the world’s largest beer profit pool
• Strengthen close collaboration with U.S. wholesalers under the 3-tier system
KEY BRANDS
• Position Budweiser as the global flagship brand and expand globally Anheuser-Busch’s other key brands
• Leverage InBev's extensive international footprint
• InBev is PepsiCo’s second largest bottler outside the U.S., demonstrating our go-to-market capabilities
13
InBevAnheuser-
Busch
Stronger Player in China, the World’s Largest Beer Market
Sichuan
Yunan
Hainan
Hunan
Hubei
Guangdong
Zhejiang
Guizhou
Guangxi
ShaanxiGansu
Ningxia
Neimongu
ShanxiShandong
Jiangsu
Shanghai
Jiangxi
Anhui
Henan
Heilongjiang
Jilin
Liaoning
Beijing
Hebei
Fujian
% Market share
# of breweries
Volume sold
Employees
11.4%(a) 9.6%(b)
20(c) 15(d)
33.4 mhl 28.2 mhl
8,000+15,000
COMBINED COMPANY
21% MARKET SHARE
61.6 MHL VOLUME SOLD
(a) Source: Company information.(b) Sources: Grupo Modelo: company information / Anheuser-Busch: company information, PlatoLogic for Harbin brand.(c) Does not include JV’s and bottling plants.(d) Includes Foshan brewery, scheduled to start operating in December 2008.
Primarily InBev presence Primarily Anheuser-Busch presence
InBev brewery Anheuser-Busch brewery
Strong complementarity between Anheuser-Busch’s and InBev’s operations; significant potential for Budweiser
14
• Summary of the Proposed Transaction
• Snapshot of the Combination
• Benefits to Anheuser-Busch
• InBev's Track Record
• Summary
• Q&A
Agenda
15
USA - 215 mhl
48.5%
<2%
Complementary Geographies Create Strong Potential for Budweiser Expansion in the World’s Top Five Beer Markets
#2#1
#4
InBev market share Anheuser-Busch market share Top 5 beer markets
(a) Sold in Germany under the name Anheuser Bud.Source: Company filings, PlatoLogic. Market positions measured in volumes.
China - 293 mhl
11.4% 9.6%
Russia - 110 mhl
19.3%< 1%
Brazil - 102 mhl
68.6%
< 1%
#3
Germany - 97 mhl
9.3% < 1%
(a)
#5
16
Joint Success in Developing Budweiser in Canada
History
• All beers are brewed at InBev breweries in Canada
• Both companies share commitment to high quality standards
Brands
• 1980: Anheuser-Busch and InBev partner to form a licensed brewing, distribution and marketing agreement for Canada
• Today’s #1 selling beer in Canada which continues to gain market share: Budweiser
• Bud Light is the country’s fastest-growing beer (~30% volume growth in 2007)
Brewing
Source: Company filings.
17
Budweiser Is Now Also the “King of Canadian Beers”
Successful Brand
Building
Canadian Market Share Development
• Strength of the Budweiser brand together with InBev's sales and distribution capabilities created the number one brand in the country
• Budweiser leverages international sponsorships such as the official NFL, Super Bowl sponsorships and regional events like the Grand Prix and the Calgary Stampede
• Recently renewed joint commitment of InBev and Anheuser-Busch behind Bud Light transformed Bud Light into the fastest growing brand in the country
Source: Company filings, InBev.
0%
5%
10%
15%
20%
1987
1988
1989
1990
1991
1992
1993
1994
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
Budweiser Bud Light
18
Expanded Role for St. Louis Headquarters to Manage the North American Region and Budweiser’s Global Expansion
Manage North
American 0perations
• “Best Beer Company in a Better World”
• Bring together the best practices of each company for employees, community and the environment into a global platform which can achieve more than either company could on its own
• St. Louis to be made global home for expansion of the flagship Budweiser brand
• Accelerate development of Budweiser brand family around the world
• St. Louis headquarters to have expanded role for the North American region
Manage Budweiser’s Expansion
Community
19
BreweryCapacity (in mhl/year)
St. Louis 18.5Houston 8.8Williamsburg 14.1Baldwinsville 14.7Los Angeles 11.9Newark 10.0Jacksonville 3.6Fort Collins 11.3Columbus 5.2Cartersville 10.0Fairfield 9.4Merrimack 8.9
TOTAL 126.3
InBev Will Maintain Anheuser-Busch’s Efficient U.S. Footprint of Breweries
St. Louis,MOColumbus, OH
Merrimack, NH
Baldwinsville, NY
Newark, NJ
Los Angeles, CA
Houston, TX
Williamsburg, VAFairfield, CA
Fort Collins, CO
Cartersville, GA
Jacksonville, FL
Source: Anheuser-Busch company filings and website.
No Closures of U.S. Breweries
20
InBev Has Added ~12,000 Jobs Worldwide Since the Interbrew-AmBev Merger, Supported by Strong Business Growth
€8,568
€11,656
€13,308€14,430
€111,516
€150,660
€162,702€155,436
2004A 2005A 2006A 2007A
Revenues (€m) Avg. no. of employees (FTE) Avg. revenues per FTE (€)
76,832 77,366 85,617 88,690
Rejuvenated growth of Budweiser in the U.S. and global expansionwill create opportunities for employees
Source: company filings.
21
• Summary of the Proposed Transaction
• Snapshot of the Combination
• Benefits to Anheuser-Busch
• InBev's Track Record
• Summary
• Q&A
Agenda
22
50
100
150
200
250
300
May-05 Jun-06 Jul-07
InBev (rebased) AmBev (rebased)
104%
98%
InBev's Critical Success Factors Have Resulted in Strong Share Price Performance Since the Merger
CRITICAL SUCCESS FACTORS
• A shared dream – to become the best beer company in a better world -brings alignment and a strong sense of motivation for our people
• Having one single, high-performance culture, worldwide
• Having great people, in the right places
• A target-setting and cascading process that ensures we focus our attention on a limited number of initiatives, supporting our goals of margin expansion and value creation
STRONG SHARE PRICE PERFORMANCE SINCE MERGER(a)
(a) Share price performance up to InBev unaffected closing price as at 22 May 2008.Source: company filings, FactSet.
23
€8.6
€11.7
€14.4€13.3
€2.1€3.3
€4.2€5.0
2004 2005 2006 2007
Revenues Normalized EBITDA
The Interbrew - AmBev Merger Has Proven a Great Success
SUCCESSFUL BUSINESS MODEL
• Strong confidence in InBev’s business model with a proven track record
• Volume growth ahead of global beer industry
• Revenue growth ahead of volume growth
• Further margin expansion through operating efficiencies
• Continued commitment to our model
• Top line growth remains a top priority
• Variable compensation linked to improved market share performance
STRONG REALISED GROWTH
ORGANIC EBITDA CAGR: 16%
Source: company filings.
24
2005Total volume +5.4%
Revenues +7.2%
2006Total volume +5.9%
Revenues +7.9%
2007Total volume +5.2%
Revenues +7.2%
Brand Strategy and Market Execution Have Generated Consistent Organic Volume and Revenue Growth and Margin Expansion
6.2% 5.9%
5.4% 6.1%
7.1%
5.0%
3.5%
5.7% 6.1%
7.2%
8.4%
7.0%
7.8%8.3%
7.1%
8.2%
8.9%
7.6%
4.8%
7.8%
4.1%
6.3% 6.0%
5.0%
1Q05 2Q05 3Q05 4Q05 1Q06 2Q06 3Q06 4Q06 1Q07 2Q07 3Q07 4Q07
Total Volumes Revenues
EBITDA Margin 28.6% EBITDA Margin 31.9%Organic Growth +239bps
EBITDA Margin 34.6%Organic Growth +274bps
Source: company filings.
Continued commitment to deliver EBITDA margin expansion
25
Ukraine
UK
South Korea
Russia
Germany
China
Canada
Brazil
Belgium
Argentina
Winning InBev Brands in Key MarketsBIGGEST BRAND
FAVORITE BRAND KEY BRANDS
26
TOTAL TOP 5: €17,355m
TOTAL TOP 5: 1,037mhl
TOTAL TOP 5: €3,094m
TOTAL TOP 5: 264mhl
EBITDA (€m)VOLUME (mhl)
TOP 5 GLOBAL BREWERS 2007
SHAREHOLDER RETURN (a)
THREE-YEAR TOTAL
VOLUME (mhl)
TOP 5 GLOBAL BREWERS 1990
EBITDA (€m)
143
150
189
271
284
AmBev
Heineken
A-B
InBev
SABMiller
€ 581
€ 409
€ 288
€ 1,620
€ 196
63.0%
109.5%
30.5%
42.4%
83.2%
Proven Track Record of Value Creation through Operational Excellence and Selective M&A
(a) Total Shareholder Return includes 3-year stock price performance plus received dividends, reinvested in shares. InBev and Anheuser-Busch total shareholder return as of May 22, 2008. Source: FactSet.Source: Company filings, Wall Street research and FactSet as of June 06, 2008.
€3,079
€3,258
€2,819
€3,207
€4,992
28
32
38
58
108
Brahma
Kirin
Heineken
Miller
A-B
Interbrew: 11 mhl / € 168
27
• Summary of the Proposed Transaction
• Snapshot of the Combination
• Benefits to Anheuser-Busch
• InBev's Track Record
• Summary
• Q&A
Agenda
28
Summary - A Winning Combination
• Unparalleled opportunities to all stakeholders
• Creation of the true global leader in beer, Budweiser global flagship brand
• Diversified footprint in developed and developing markets and complementarity brands
• Combined extensive distribution network to grow our brands and increase availability to consumers around the world
• Combination will create significant value for both Anheuser-Busch’s and InBev’s shareholders
Q&A