acquisition of pilgrim’s pride and association with bertin s.a
TRANSCRIPT
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September 16, 2009
“In God we trust, Nature we respect”
JBS S.A. announces the acquisition of Pilgrim's Pride Corp. and association
with Bertin S.A.
Creation of the Largest Multi-Protein Company in the World
Transactions subject to customary conditions for this type of business
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Disclaimer
The forward-looking statements presented herein are subject to risks and uncertainties. These statements are based on the beliefs and assumptions of our management, and on information currently available to us.
Forward-looking statements are not guarantees of performance. They involve risks, uncertainties and assumptions because they relate to future events and therefore depend on circumstances that may or may not occur. Our future operating results, financial condition, strategies, market share and values may differ materially from those expressed in or suggested by these forward-looking statements. Many of the factors that will determine these results and values are beyond our ability to control or predict.
Forward-looking statements also include information concerning our possible or assumed future operating results, as well as statements preceded by, followed by, or including the words ''believes,'' ''may,'' ''will,'' ''continues,'' ''expects,'‘''anticipates,'' ''intends,'' ''plans,'' ''estimates'' or similar expressions.
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Joesley Mendonça Batista
CEO
Fernando Antônio Bertin
CEO
Presenters
Jeremiah O’Callaghan
Investor Relations Officer
3Source: Companies’ estimates
Complementary companiesComplementary companies
Creation of the largest protein company in the world
Total revenues of approx. US$30 billion
Global processing capacity:
- Beef: 90.4 thousand heads/day
- Pork: 48.5 thousand heads/day
- Poultry: 7.2 million birds/day
- Smalls: 19.5 thousand heads/day
- Leather: 148,500 m2/day
- Dairy: 1,266 tons/day
Leader in beef processing in Brazil, Australia, Argentina and Italy and one of the leaders in the US
Third largest pork processor in the US
Leading company in the poultry industry in the US and in the world
Global leader in leather tanning
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Bertin and JBS controlling shareholders will contribute to a new Holding company their stakes of 73% and 51%, respectively
It is estimated that the respective equity value of Bertin and JBS should be in a proportion of approximately 40%-60%
Estimated synergies of R$ 500 million/year
Customary precedent conditions, including:
- Approval by the competent antitrust authority
- Due Diligence
Transaction summary
Pilgrim’s Pride acquisitionPilgrim’s Pride acquisition Association with Bertin S.A.Association with Bertin S.A.
Firm value of US$2.8 billion
Initial acquisition by JBS S.A., through its JBS USA subsidiary, of new issued shares representing 64% of Pilgrim’s Pride total capital
Estimated synergies of US$200 million/year
Customary precedent conditions, including:
- Approval by the competent antitrust authority
- Final approval of the Reorganization Plan in the Bankruptcy Court (Chapter 11 of the United States Bankruptcy Code)
JBS is in an advanced negotiation for a capital increase of US$2.5 billion in JBS USA, resulting in a maximum stake of 26.3% after the
capitalization
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Batista Family
BertinFamily
ControllingHolding
Market includingBNDES
JBS S.A.
Bertin JBS U.S.A.Includes AUS
Pilgrim’sPride
MarketincludingBNDES
JBS S.A.
51.4%
Ownership structures before transactions
Batista Family
48.6%
BertinFamily BNDESPAR
Bertin
73.1% 26.9%
Pilgrim’sshareholders Float
Pilgrim’sPride
35% 65%
Ownership structure post transactions
Ownership structure post transactions
Investor
Othersubsidiaries
~60% ~40% **
* Controlling shareholders’ estimates
100% ≥73.7%
≤26.3%
64% Oldshareholders
36%
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Creation of the Largest Multi-Protein Company in the WorldCreation of the Largest Multi-Protein Company in the World
Pilgrim’s Pride Corp. acquisitionPilgrim’s Pride Corp. acquisition
Association between Bertin S.A. and JBS S.A.Association between Bertin S.A. and JBS S.A.
Agenda
Questions and answersQuestions and answers
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Opportunity to enter in the poultry industry as one of the largest companies in the world (Net revenues of US$8.5bn in FY 2008)
Integrated distribution of Pilgrim’s Pride is aligned with JBS direct distribution strategy
Potentially higher margins
Traditional brands
US$200m/year of potential synergies
Capacity of adding value through turnaround process by the implementation of better operating and managerial practices
JBS USA exports growth
Strategic Rationale of Pilgrim’s Pride Acquisition
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One of the largest producers of chicken with extremely well-known brands in this industry
Plants in the US, Mexico and Porto Rico
Vertically integrated company
Chicken production in 2008: – 3.8 million tons
Slaughterhouses: – 33 in the US, 3 in Mexico and 1 in Puerto Rico
Employees: ~ 41 thousand
Distribution centers:– 6 in the US, 18 in Mexico and 1 in Puerto Rico
ProfileProfile Recent EventsRecent Events
Net revenues (US$ million)Net revenues (US$ million) EBITDA (US$ million) and margin (%)EBITDA (US$ million) and margin (%)
7,095
5,153
7,4998,525
FY06 FY07 FY08 FY09E
-821
414
143 225
2.8%5.5%
-9.6%
3.2%
FY06 FY07 FY08 FY09E
Source: 10K, 10Q and Pilgrim’s Pride Plan of ReorganizationPilgrim’s Pride fiscal year is from October to September* Does not include Mexico operations
**
Dec. 2006: Acquisition of Gold Kist for US$ 1.1 bn
May 2008: Public Primary Offering of 7.5 million shares at US$24/share (total of US$180m), aiming to reduce leverage
Nov. 2008: Rating downgraded by S&P
Dec. 2008: Company files for Chapter 11 (Bankruptcy protection)- Company was delisted from NYSE and started
to be traded over-the-counter
Feb. 2009: Shares reach their lowest historical price of US$0.15/share
Pilgrim’s Pride overview
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Footprint expansion in North America
Pilgrim’s Pride Acquisition will strengthen JBS’ presence in North AmericaPilgrim’s Pride Acquisition will strengthen JBS’ presence in North America
Subtitle
JBS USA production unitsJBS USA distribution centerPilgrim’s Pride production unitsPilgrim’s Pride distribution center
TXAL
MS
FL
SC
NC
VA
MD
PA
NY
INIL
WI
IA
SD
NE
KS
OK
MOKY
TN
NMAR
LA
CO
AZ
UTNV
WYID
MT
OR
WA
CA
ND
MN
MI
OH
WV
NJ
VTNH
ME
MACTRI
DE
GA
MEXICO
D
D
D
D
D
D
D
D
D
D
DD D
D
DD
D D
DD
D
D
D
D
D
D
D
D
DD
DD
D
D
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Creation of the Largest Multi-Protein Company in the WorldCreation of the Largest Multi-Protein Company in the World
Pilgrim’s Pride Corp. acquisitionPilgrim’s Pride Corp. acquisition
Association between Bertin S.A. and JBS S.A.Association between Bertin S.A. and JBS S.A.
Agenda
Questions and answersQuestions and answers
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Diversification into new segments with significant presence in the dairy industry
Creation of the largest leather processing company
Potential gains of scale, with estimated synergies of R$ 500 million / year
Expansion of distribution channels (Retail and Food Service)
Optimization of the industrial assets due to its geographiccomplementarity
Strategic rationale for the Bertin association
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879 1,1661,473 1,732
2,164
2,918 3,1173,742
5,935
7,544
Source: Bertin1 2007 consolidated results include Vigor sales, acquired in November of that year, as if the transaction had occurred in January’ 2007
Tin plant(Lins/SP)
Processed beef plant(Lins/SP)
Processed beef exports to Europe
Beef Jerky plant(Lins/SP)
Hygiene &Cleaning(Lins/SP)
Tannery(Aguaí/SP)
Slaughterhouse(Ituiutaba/MG)
Beef Shopping(Lins/SP)
ModernizationTannery(Estância Velha/RS)
Beef Shopping(Alphaville/SP)
Tannery(Cacoal/RO)
Beef Shopping(Ribeirão Preto/SP)
Slaughterhouse(Mozarlândia/GO)
Pet Products plant(S. Luis M. Belo/GO)
Distribution CentersBrasília/DF,Belo Horizonte/MGand Curitiba/PR
Slaughterhouse(Itapetinga/BA)
Slaughterhouse(Marabá/PA)
Pouch plant(Lins/SP)
Slaughterhouse(Campo Grande/MS)
SlaughterhouseÁgua Boa/MT, Redenção,Santana do Araguaiaand Tucumã/PA)
Controlling stakeof VIGOR
Establishment ofBERTIN S.A.
Slaughterhouse(Diamantino/MT)
100% of VIGOR
Processed BresaolaRigamonti (Italy)
Tannery(Lins/SP)
Fresh beef exportsto Europe
Tannery(Lins/SP)
Modernization Slaughterhouse(Naviraí/MS)
Tannery(Naviraí/MS)
Distribution Center(Rio de Janeiro/RJ)
Tin plant(Lins/SP)
Tannery (Rio Brilhante/MS)
BertinSlaughter of 20 head/day(Lins/SP)
ModernizationTannery (Redenção/PA)
Tannery(S. Luis M. Belo/GO)
Pet products plant(Guaiçara/SP)
Terminal of Conteiners
Slaughterhouse QualityMeat (Paraguay)
Slaughterhouse Canelones(Uruguay)
Tannery Trump (China)
Internationalization:Beginning of activities
Construction
Acquisition
Implementation
Gross Sales (R$ million)1
2008200720062005200420032002200120001999199819971996199519941993199219911990198919841977
Bertin’s track record Bertin’s track record
Bertin has presented a track record of success and growth since its beginning in 1977
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Established in 1977, Bertin has 38 production units and 28 thousand employees- Present in the beef, dairy, leather and pet
product segments with several nationwide well-known brands, e.g. Bertin, Vigor, Leco and Danúbio
- Units in Brazil, Uruguay, Paraguay and China
- Exports to more than 110 countries
Production Capacity:- 16,450 head/day (2009E)- 21,400 hides/day (2009E)
DescriptionDescription Net Sales Breakdown (R$ million)Net Sales Breakdown (R$ million)
Net Sales (R$ million)Net Sales (R$ million) EBITDA (R$ million) and margin (%)EBITDA (R$ million) and margin (%)
7,2246,626
5,188
2007 2008 LTM
776694687
13.2%
10.5% 10.7%
2007 2008 LTM
Source: Bertin
Jun09
68%
12%
7%
13%
Beef Leather Dairy Others
2008
Bertin Overview
Jun09
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The combined production units places JBS at the forefront in South AmericaThe combined production units places JBS at the forefront in South America
Combined companies
SP
MGMSGO
RJ
Brazil
MTRO
AC
PR
SF
ER
BA
CO
Argentina
Uruguay
Paraguay
SC
BA
South America production base
PA
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Creation of the Largest Multi-Protein Company in the WorldCreation of the Largest Multi-Protein Company in the World
Pilgrim’s Pride Corp. acquisitionPilgrim’s Pride Corp. acquisition
Association between Bertin S.A. and JBS S.A.Association between Bertin S.A. and JBS S.A.
Agenda
Questions and answersQuestions and answers
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Combined company will have a leading position in the global marketCombined company will have a leading position in the global market
Creation of the largest protein company in the world
1a largest global proteincompany
28,725 28,130
12,717 12,488 12,088 10,494 9,4576,755
Source: Companies, Exame, Valor Econômico and CNN (Global 500)1 Based in net revenues of 2008 and including Pilgrim’s Pride in Bertin + JBS
Global ranking of protein companies (US$ million)1
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Slaughterhouses and Industry
Distribution Centers / Commercial Offices
Processed products
Pork
Ovine
Leather
Poultry
Beef
Distribution centers
Leather
Dairy
Vegetable fat
Pet products
Source: Companies
X
Presence in over 23 countries across five continentsPresence in over 23 countries across five continents
Expansion of global leadership and geographic diversification
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Brazil / Argentina / Italy / Australia / U.S.A. / Uruguay / Paraguay
Brazil: 43,400 heads/day
Latin America: 6,700 heads /day
U.S.A.: 28,600 heads/day
Italy: 3,000 heads/day
Australia: 8,690 heads/day
Total: 89,790 heads/day
Brazil: 39
Latin America: 8
U.S.A.: 13
Italy: 8
Australia: 10
Total: 82
U.S.A. / Mexico
U.S.A. / Mexico:
7.2mm birds/day
Total: 7.2mm birds/day
U.S.A.: 34
Mexico: 3
Total: 37
U.S.A.
U.S.A.: 48,500 heads/day
U.S.A.: 3
Brazil / U.S.A. / China
Brazil: 148,500 m2/day
Brazil: 12
Brazil
Brazil: 1,266 ton/day
Brazil: 7
BeefBeef
PoultryPoultry
PorkPork
LeatherLeather
DairyDairy
1
RankingRanking Installed capacityInstalled capacity Industrial unitsIndustrial units
Leader company in the protein industry
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3
1
3
PresencePresence
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Combined Financials
Source: Companies
(1) Pro forma figures
(2) Fiscal year from October to September
(3) Does not include Mexican operation
(4) Does not include capital increase
(5) Considering US$2.5 billion capital increase in JBS USA
JBS S.A Pilgrim's Pride Bertin S.A. Combined
logo logo logo
R$ million Jun 2009 FY09E Jun 2009 TOTAL
ResultsNet Sales LTM 38,680 14,778 7,224 60,683
Ebitda LTM 1,482 469 776 2,727
Ebitda Margin 3.8% 3.2% 10.7% 4.5%
Gross Indebtedness 6,226 4,914 4,628 15,768
Cash and cash equivalents 2,299 496 702 3,496
Net Debt 3,928 4,418 3,926 12,272
Net Debt / Ebitda 2.6 9.4 5.1 4.5
Net Debt Pro Forma / Ebitda -0.6 9.4 5.1 2.7
(1)
(1)
(2)
(5)
(3)
(3)
(4)
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Complementary activities and consolidation of the global leadership in the protein industry will be strengthened through the association between JBS S.A. and Bertin S.A.
Entry in the poultry industry through one of the leading companies in the US industry
Acceleration of direct distribution strategy through the IPO of JBS USA
Appropriate capital structure
Significant opportunity of adding value through synergy gains
Proven track record in acquisitions, integration and restructuring of companies
Resuming growth through acquisitions and partnerships
Final remarks
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September 16, 2009
Questions and Answers
Creation of the Largest Multi-Protein Company in the World
“In God we trust, Nature we respect”