Beer (2011)

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industry conditions, company performance, and financial results. Any statements,
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number of risks and uncertainties. There is no guarantee that these results will actually
occur. The statements are based on many assumptions and factors, including general
economic and market conditions, industry conditions, and operating factors. Any changes in
such assumptions or factors could cause actual results to differ materially from current
expectations.
Transaction Rationale
•Strategic alliance between Ambev and E. Leon Jimenes (ELJ), controlling
shareholder of Cerveceria Nacional Dominicana (CND), to create leading
beverage company in the Caribbean
•Combination of Ambev’s management expertise with CND’s regional
operational strength and footprint
•Significant opportunities to further expand Presidente internationally
and bring more innovation and international brands to the region
•Integration of Ambev and CND’s beverages businesses to generate
efficiencies and opportunities for sharing best practices
Combined Businesses Overview
Caribbean Market¹
Market share – Beverages¹ (2011)
Volume Growth - Beverages¹
37.3
Ambev + CND
13.9
14.4 14.7
15.0
15.6
62.7
2007
Market share – Beer (2011)
2009
2010
10.0 10.1 10.1
57.3
10.4
9.5
2007
¹ Source: Euromonitor (beverages include beer plus carbonated soft drinks)
2011
Volume Growth - Beer
42.7
Ambev + CND
2008
2008
2009
2010
2011
Transaction Summary
Initial Corporate Structure¹
Corporate Governance
• Shareholders agreement to govern:
ELJ
41.74%
41.76%
CND
Minorities
Holding
company
16.5%
• Restrictions on the transfer of
shares
83.5%
100%
CND
• Board representation
• AmBev: 5 directors
• ELJ: 4 directors
Ambev
Dominicana
¹ Does not include additional 9.3% interest in CND to be acquired from
Heineken N.V.
• Put and call structure
• ELJ to also have voting rights on
certain matters
Transaction Summary
Financial Highlights
Initial Purchase price
U.S.$ 1 billion
Combined Net Sales¹
U.S.$ 570 million (pro forma)
Combined EBITDA
Estimated at U.S.$ 190 million for the first 12
months of operations after closing (pro forma)
EV/EBITDA Multiple
EPS impact
¹ 2011 figures
13x
Accretive in first year of operations after closing
Combined Businesses Overview
Caribbean Operations and Exports¹
•
Volumes:
• Beer: 4.6 million Hl
• CSD/NANC: 1.4 million Hl
•
Regional footprint:
•
•
•
•
•
Caribbean presence
Dominican Republic: 1 brewery and 1 mixed
plant (7.1 million Hl)
St. Vincent: 1 mixed plant (101,000 Hl)
Dominica: 1 mixed plant (36,000 Hl)
Distribution structure in Antigua
U.S. presence
•
•
•
•
•
•
•
•
•
Export business:
•
•
•
U.S. (since 1991): 150,000 Hl
Europe (since 2005): 8,000 Hl
16 Caribbean countries: 50,000 Hl
¹ 2011 figures
•
Maine
New Hampshire •
Massachusetts •
•
Rhode Island
•
Connecticut
•
New York
•
New Jersey
Pennsylvania •
•
Delaware
•
Maryland
Washington DC
Virginia
North Carolina
South Carolina
Georgia
Tennessee
Louisiana
Mississippi
Florida
Combined Businesses Overview
Fact sheet for the Caribbean¹
Volume
Installed capacity
Beer: 3.7 million Hl
Beer: 900 thousand Hl
CSD/NANC: 330 thousand Hl²
CSD/NANC: 1.1 million
Beer: 4.8 million Hl³
Beer: 1.2 million Hl
CSD/NANC: 57 thousand Hl
CSD/NANC: 2.3 million Hl
Direct distribution
9 DDCs
6 DDCs
Employees
3,800
1,600
¹2011 figures. ² Includes malt volumes. ³ Includes capacity for malt production.
Combined Businesses Overview
Beverages Brand Portfolio
Beer
CSD &
NANC