Update on the Packaged Food - Seale & Associates...Packaged food sales value recovered in 2015 after...

9
Update on the Packaged Food & Beverage Markets in Mexico Business Insights May 2016

Transcript of Update on the Packaged Food - Seale & Associates...Packaged food sales value recovered in 2015 after...

Page 1: Update on the Packaged Food - Seale & Associates...Packaged food sales value recovered in 2015 after a deceleration in 2014 caused by an increase in price, which included the IEPS

Update on the Packaged Food

& Beverage Markets in Mexico

Business Insights

May 2016

Page 2: Update on the Packaged Food - Seale & Associates...Packaged food sales value recovered in 2015 after a deceleration in 2014 caused by an increase in price, which included the IEPS

Coca Cola, 27%

Danone, 7%

PepsiCo, 7%

Other, 60%

Grupo Bimbo12%

PepsiCo6%

Grupo Lala5%

Nestle4%

Sigma Alimentos3%

Alpura3%

Herdez2%

Unilever2%

Others63%

The soft drinks industry is comprised by bottlers of carbonates, water, juice,

among other categories. Carbonates is the leading category in this industry

with a 58% market share, nevertheless, it is facing strong pressure due to

more health conscious consumers and tax increases on the category.

$724 $762

$802 $821 $841 $863 $885 $909

2013 2014 2015 2016F 2017F 2018F 2019F 2020F

Packaged food sales value recovered in 2015 after a deceleration in 2014

caused by an increase in price, which included the IEPS tax on high-calorie

food. Packaged food is expected to recover over the next 5 years due to

sociodemographic and economic changes such as a growing middle class,

double-income households and urbanization and consumer spending.

Packaged Food Industry Performance in Mexico

Source: Euromonitor

Mexico’s authorities recently revealed that GDP grew 2.5% in 2015. In a year full of economic and financial turmoil mainly influenced by China’s decreased

growth and considerable drop in oil and commodity prices, the fact that Mexico managed to grow at this pace indicates the country holds solid

macroeconomic fundamentals especially when compared to similar emerging markets economies such as other Latin American peers. Also, with Brazil in

deep economic trouble, Mexico should see its position among emerging countries rise in Latin America which should reflect in an increase in foreign and

local investments due a to a solid economy, political stability and positive middle to long term growth prospects.

The consumer market in Mexico has responded well to the actual economic challenging environment by remaining budget cautions. There is a positive

outlook for the Mexican consumer, despite a modest deceleration in consumer spending in early 2016 as rising inflation affects consumer spending. Strong

labor market dynamics, favorable demographics and low price pressures support this strong outlook. In particular, consumer spending growth will boot the

emergence of an upper-middle class, creating robust premiumization opportunities.

Mexican Economy Overview

The packaged food industry is comprised by producers of baked goods,

dairy products, processed meats, confectionary products, among other

categories. In 2015, baked goods and dairy products represented slightly

more than half of the market share in this industry.

Beverage Industry Performance in Mexico

Mexico Packaged Food Industry by Category Mexico Beverage Industry by Category

Leading Players in the Packaged Food Industry in Mexico Leading Players in the Beverage Industry in Mexico

Historical & Forecast Sales

Baked Goods30%

Dairy22%

Confectionery8%

Processed Meats & Seafoods

6%

Condiments6%

Biscuits & Snack Bars

6%

Sw eet & Sour Snacks6%

Oils & Fats4%

Other12%

Sales by Category 2015 Sales: MXN $802 billion

Sales by Company 2015 Sales: MXN $802 billion

The packaged food industry is led by a combination of domestic players

(Bimbo, Lala, Sigma, Alpura, Herdez) and foreign multinationals (Pepsico,

Nestle, Unilever). Bimbo is the leader in the category with 12% of the market

share in 2015.

$490 $534

$559 $574 $591 $609 $629 $650

2013 2014 2015 2016F 2017F 2018F 2019F 2020F

Sales by Category 2015 Sales: MXN $559 billion

Sales by Brand2015 Sales: MXN $559 billion

The beverage industry is led by Coca Cola with almost one third of the

market share. Coca Cola is bottled in Mexico by two major bottling

companies (Arca Continental and Coca Cola FEMSA) and other regional

bottling companies.

Soft drinks companies in 2015 fought to maintain their sales by changing

formulas, launching additional “light” products with sugar substitutes,

modifying packaging and fortifying their beverages to attract more health-

conscious consumers. As a result, the categories most heavily affected by

the IEPS tax on high calorie drinks, such as carbonates and juice, were able

to recover in 2015.Historical & Forecast Sales

Bottled Water22%

Juice11%

Other6%

Sports and Energy Drinks3%

Carbonates58%

Page 3: Update on the Packaged Food - Seale & Associates...Packaged food sales value recovered in 2015 after a deceleration in 2014 caused by an increase in price, which included the IEPS

2011 2012 2013 2014 2015EV /

EBITDA

EV /

Sales

Industrias Bachoco S.A.B. de C.V. MEX $51.76 $2,683 12.9% $2,588 $1,943 4.7x 10.6x 4.9x 5.2x 4.2x 5.6x 0.7x

Grupo Bafar S.A.B. de C.V. MEX $1.98 $564 10.1% $622 $762 10.1x 11.0x 15.6x 14.9x 13.5x 13.8x 1.4x

Grupo Bimbo, S.A.B. de C.V. MEX $2.79 $12,722 11.5% $13,133 $17,117 10.2x 11.9x 13.3x 12.0x 12.0x 12.0x 1.4x

Gruma S.A.B. de CV MEX $15.76 $3,383 15.6% $6,822 $7,488 5.8x 6.8x 8.0x 10.3x 12.7x 14.6x 2.3x

Grupo Herdez, S.A.B. de C.V. MEX $2.21 $949 17.7% $954 $1,681 7.0x 8.9x 12.7x 11.7x 9.6x 8.9x 1.8x

Grupo Industrial Maseca, SAB de CV MEX $1.29 $921 18.5% $1,188 $1,172 7.4x 7.0x 7.7x 7.2x 7.0x 7.1x 1.3x

Mean 7.5x 9.4x 10.4x 10.2x 9.8x 10.3x 1.5x

Median 7.2x 9.8x 10.4x 11.0x 10.8x 10.4x 1.4x

Company Company Country

Annual Avg. EV / EBITDA 05/04/2016Price

05/04/2016

Revenue

US$ MM

EBITDA

Margin

Mkt. Cap

US$ MM

Enterprise

Value

2011 2012 2013 2014 2015EV /

EBITDA

EV /

Sales

Arca Continental, S.A.B. de C.V. MEX $6.60 $4,438 21.9% $11,053 $13,837 13.3x 14.0x 13.5x 11.7x 12.0x 14.4x 3.2x

Organización Cultiba, S.A.B. de C.V. MEX $1.31 $2,159 9.5% $937 $1,523 NM NM 14.0x 10.9x 15.2x 8.1x 0.7x

Coca-Cola FEMSA S.A.B de C.V. MEX $81.19 $8,844 19.2% $16,830 $20,007 9.3x 12.6x 14.3x 11.2x 11.1x 11.8x 2.3x

Grupo Lala, S.A.B. de C.V. MEX $2.59 $2,797 14.1% $6,397 $5,892 0.0x 0.0x 14.8x 12.9x 13.3x 15.3x 2.2x

Mean 7.5x 8.9x 14.1x 11.7x 12.9x 12.4x 2.1x

Median 9.3x 12.6x 14.2x 11.4x 12.6x 13.1x 2.2x

Company Company Country

Annual Avg. EV / EBITDA 05/04/2016Price

05/04/2016

Revenue

US$ MM

EBITDA

Margin

Mkt. Cap

US$ MM

Enterprise

Value

3.0x

8.0x

13.0x

18.0x

Arca Continental, S.A.B. de C.V. Coca-Cola FEMSA S.A.B de C.V. Grupo Lala, S.A.B. de C.V.

3.0x

6.0x

9.0x

12.0x

15.0x

18.0x

Industr ias Bachoco S.A.B. de C.V. Grupo Bafar S.A.B. de C.V. Grupo Bimbo, S.A.B. de C.V.

Gruma S.A.B. de CV Grupo Herdez, S.A.B. de C.V. Grupo Industrial Maseca, SAB de CV

Public Companies Analysis – Packaged Food & Beverage in Mexico

Public Companies Analysis

The following section presents key financial and market value information for public companies in the packaged food and beverage industries trading in the

Mexico Stock Exchange (“BMV”). This report also includes information for public leading companies in packaged food and beverage industries trading in

different stock exchanges across the world.

Source: Capital IQ

NM = Not Meaningful

Public Comparable Companies – Mexico Food Products Companies

Historic TEV / EBITDA Multiples – Mexico Beverage Companies

Public Comparable Companies – Mexico Beverage Companies

Historic TEV / EBITDA Multiples - Mexico Food Products Companies

Average: 9.63x

Average: 12.76x

Page 4: Update on the Packaged Food - Seale & Associates...Packaged food sales value recovered in 2015 after a deceleration in 2014 caused by an increase in price, which included the IEPS

2011 2012 2013 2014 2015EV /

EBITDA

EV /

Sales

Nestlé S.A. CHE $74.18 $88,975 19.0% $228,793 $247,385 10.1x 11.7x 12.2x 13.1x 10.1x 13.3x 2.7x

Associated British Foods plc GBR $48.07 $17,570 11.5% $37,888 $38,467 8.0x 8.9x 10.5x 14.7x 16.2x 17.9x 2.1x

Campbell Soup Company USA $64.40 $7,997 20.3% $19,909 $23,471 8.5x 9.1x 10.9x 12.1x 12.3x 14.4x 2.9x

ConAgra Foods, Inc. USA $45.09 $15,836 14.5% $19,575 $27,499 7.5x 9.0x 12.4x 9.9x 12.6x 11.5x 1.7x

General Mills, Inc. USA $64.28 $16,934 20.4% $38,208 $47,395 9.7x 10.4x 11.1x 11.7x 13.1x 13.4x 2.8x

Hormel Foods Corporation USA $42.24 $9,161 14.1% $22,384 $22,262 8.4x 8.6x 11.8x 12.6x 13.7x 16.8x 2.4x

Kellogg Company USA $76.81 $13,525 14.9% $27,055 $34,573 10.2x 10.6x 13.9x 8.6x 16.9x 17.1x 2.6x

McCormick & Company, Incorporated USA $99.09 $4,316 16.6% $12,588 $13,935 11.3x 13.0x 14.7x 14.0x 15.8x 18.6x 3.2x

Mondelez International, Inc. USA $41.03 $28,329 16.0% $63,889 $77,535 10.6x 10.3x 13.2x 14.0x 16.4x 16.6x 2.6x

The Hain Celestial Group, Inc. USA $41.62 $2,888 13.0% $4,291 $5,096 13.4x 16.8x 17.9x 19.9x 21.8x 14.2x 1.8x

The Hershey Company USA $91.34 $7,278 22.9% $19,777 $21,900 11.2x 12.3x 14.7x 14.6x 13.8x 12.8x 3.0x

The J. M. Smucker Company USA $126.01 $7,451 20.7% $15,081 $20,225 8.6x 9.5x 10.5x 10.3x 14.4x 13.1x 2.7x

Unilever PLC GBR $45.10 $57,857 16.0% $128,026 $141,197 10.2x 10.7x 12.0x 11.9x 13.1x 15.8x 2.5x

Mean 9.9x 11.0x 13.0x 13.2x 14.8x 15.2x 2.5x

Median 10.1x 10.4x 12.4x 13.1x 13.8x 14.4x 2.6x

Company Company Country

Annual Avg. EV / EBITDA 05/04/2016Price

05/04/2016

Revenue

US$ MM

EBITDA

Margin

Mkt. Cap

US$ MM

Enterprise

Value

2011 2012 2013 2014 2015EV /

EBITDA

EV /

Sales

Fonterra Co-Operative Group Ltd. NZL $3.99 $11,604 9.0% $6,393 $11,487 NM 10.2x 10.1x 13.2x 16.0x 10.0x 0.9x

Dean Foods Company USA $17.17 $8,122 4.9% $1,575 $2,357 8.1x 8.3x 6.4x 8.0x 9.8x 5.9x 0.3x

Parmalat SpA ITA $2.75 $6,997 7.1% $5,055 $4,741 7.2x 4.0x 7.3x 8.5x 8.5x 9.0x 0.6x

Dairy Crest Group plc GBR $8.65 $1,995 5.2% $1,213 $1,572 6.0x 5.5x 6.9x 9.3x 12.8x 16.2x 0.8x

Danone FRA $69.65 $24,341 16.7% $42,517 $51,739 11.1x 10.7x 10.9x 11.5x 13.2x 11.9x 2.0x

Saputo Inc. CAD $30.82 $7,763 10.1% $12,099 $13,383 11.3x 10.8x 12.4x 13.6x 13.7x 16.1x 1.6x

Mean 8.7x 8.3x 9.0x 10.7x 12.3x 11.5x 1.1x

Median 8.1x 9.3x 8.7x 10.4x 13.0x 10.9x 0.9x

Company Company Country

Annual Avg. EV / EBITDA 05/04/2016Price

05/04/2016

Revenue

US$ MM

EBITDA

Margin

Mkt. Cap

US$ MM

Enterprise

Value

2011 2012 2013 2014 2015EV /

EBITDA

EV /

Sales

Embotelladora Andina S.A. CHL $3.19 $2,650 16.2% $2,842 $3,754 8.8x 11.1x 12.6x 9.7x 8.3x 8.4x 1.3x

Pepsico, Inc. USA $103.10 $62,701 19.2% $150,659 $171,896 10.1x 10.2x 12.0x 12.4x 13.3x 14.0x 2.7x

Dr Pepper Snapple Group, Inc. USA $91.28 $6,282 24.2% $17,086 $19,550 8.5x 8.9x 9.1x 10.1x 12.5x 12.9x 3.1x

The Coca-Cola Company USA $46.53 $43,865 27.4% $201,417 $226,152 13.6x 13.4x 13.9x 14.5x 15.1x 17.8x 5.1x

National Beverage Corp. USA $44.13 $690 14.0% $2,054 $1,963 8.4x 8.5x 9.7x 12.1x 14.3x 20.3x 2.8x

Mean 9.9x 10.4x 11.5x 11.8x 12.7x 14.7x 3.0x

Median 8.8x 10.2x 12.0x 12.1x 13.3x 14.0x 2.8x

Company Company Country

Annual Avg. EV / EBITDA 05/04/2016Price

05/04/2016

Revenue

US$ MM

EBITDA

Margin

Mkt. Cap

US$ MM

Enterprise

Value

2011 2012 2013 2014 2015EV /

EBITDA

EV /

Sales

Snyder's-Lance, Inc. USA $31.47 $1,656 11.2% $3,011 $3,381 14.2x 13.6x 13.8x 13.1x 15.3x 18.3x 2.0x

J&J Snack Foods Corp. USA $105.03 $991 15.4% $1,963 $1,852 7.4x 8.6x 10.7x 12.2x 13.5x 12.3x 1.9x

John B Sanfilippo & Son Inc. USA $69.77 $942 7.2% $781 $827 6.2x 5.3x 5.5x 7.0x 10.1x 11.2x 0.9x

Inventure Foods, Inc. USA $5.54 $275 2.8% $108 $223 8.6x 11.7x 12.8x 15.9x 13.8x NM 0.8x

Golden Enterprises Inc. USA $5.52 $135 6.5% $62 $66 5.4x 6.1x 7.4x 9.9x 7.8x 8.0x 0.5x

Alkis H. Hadjikyriacos (Frou-Frou Biscuits) Public Ltd. CYP $0.00 $29 17.0% $26 $34 3.2x 5.2x 5.8x 7.1x 6.5x 6.5x 1.1x

Mean 7.5x 8.4x 9.3x 10.9x 11.2x 11.3x 1.2x

Median 6.8x 7.3x 9.0x 11.1x 11.8x 11.2x 1.0x

Mkt. Cap

US$ MM

Enterprise

Value

Annual Avg. EV / EBITDA 05/04/2016

Company Company CountryPrice

05/04/2016

Revenue

US$ MM

EBITDA

Margin

International Public Companies Analysis – Dairy Products

International Public Companies Analysis – Soft Drinks

International Public Companies Analysis – Snacks

International Public Companies Analysis – Branded Food Products

Source: Capital IQ

NM = Not Meaningful

Page 5: Update on the Packaged Food - Seale & Associates...Packaged food sales value recovered in 2015 after a deceleration in 2014 caused by an increase in price, which included the IEPS

Date Target Country Description BuyerSize

(US$mm)

EV/

EBITDA

EV/

Revenue

Apr-16 General Mills Frozen Bakery Business ARG Bakery business unit Grupo Bimbo, S.A.B. de C.V. N/D N/A N/A

Jan-16 Productos Lácteos La Perfecta S.A. NCA Milk & dairy products Grupo Lala, S.A.B. de C.V. N/A N/A N/A

Sep-15 Corporación Lindley S.A. PER Beverage bottler Arca Continental, S.A.B de C.V. $760.0 N/A 3.0x

Jan-15 Distribuidora de Lácteos Algil, S.A de C.V. MEX Dairy products Parmalat SpA $105.0 N/A N/A

Jul-14 Tyson de Mexico, S. de R.L. de C.V. MEX Chicken products Pilgrim's Pride Corporation $400.0 N/A N/A

May-14 Canada Bread Company, Ltd. CAD Baked goods Grupo Bimbo, S.A.B. de C.V. $1,671.0 8.4x 1.0x

Nov-13 Campofrio Food Group, S.A. ESP Packaged food products Sigma Alimentos & Shuanghi IHL $1,341.5 9.0x 0.6x

Aug-13 Spaipa S.A. - Indústria Brasileira de Bebidas BRA Beverage bottler Coca-Cola FEMSA S.A.B de C.V. $1,855.0 N/A 2.0x

Jun-13 Companhia Fluminense de Refrigerantes, S.A. BRA Beverage and beer bottler Coca-Cola FEMSA S.A.B de C.V. $448.0 N/A 1.9x

May-13 Comercial Norteamericana, S.A. de C.V. MEX Packaged beef products Sigma Alimentos, S.A. de C.V. $120.0 N/A 1.0x

May-13 Palma MEX Confectionery Arca Continental, S.A.B de C.V. N/A N/A N/A

May-13 Savien Frussweet MEX Artificial sweeteners Gomez Cueatara N/A N/A N/A

May-13 Grupo Nutrisa, S.A.B. de C.V. (67% stake) MEX Natural and organic food products Grupo Herdez, S.A.B. $158.1 16.2x 2.5x

May-13 Grupo Yoli, S.A. de C.V. MEX Beverage bottler Coca-Cola FEMSA S.A.B de C.V. $748.6 N/A N/A

Dec-12 Coca-Cola Bottlers Philippines, Inc. PHI Beverage bottler Coca-Cola FEMSA S.A.B de C.V. $688.5 N/A N/A

Dec-12 Wise Foods, Inc. USA Snacks Arca Continental, S.A.B de C.V. N/A N/A N/A

Oct-12 Gruma S.A.B. de C.V. MEX Corn and wheat torrillas Fernando Chico Pardo $510.0 7.4x 0.7x

Oct-12 Café del Pacifico MEX Coffee maker Femsa Comercio, S.A. de C.V. N/A N/A N/A

Jul-12 Harinera La Espiga, S.A. De C.V. MEX Wheat flour Bunge Limited $102.0 N/A N/A

Dec-11 Grupo Fomento Queretano, Beverage Division MEX Beverage bottler Coca-Cola FEMSA S.A.B de C.V. $480.1 N/A N/A

Dec-11 Sara Lee Corp., Fresh Bakery in ESP & POR ESP Bakery business unit Grupo Bimbo, S.A.B. de C.V. $157.4 N/A 0.4x

Sep-11 Grupo CIMSA MEX Beverage bottler Coca-Cola FEMSA S.A.B de C.V. $856.5 N/A N/A

Jun-11 Consorcio La Pureza De Bebidas S.A. de C.V. MEX Beverage bottler Coca-Cola FEMSA S.A.B de C.V. $827.3 N/A N/A

Jan-11 Grupo Continental S.A.B. de C.V. MEX Beverage bottler Embotelladoras Arca, S.A. de C.V. $2,298.0 9.4x 1.8x

Mean 10.1x 1.5x

Median 9.0x 1.4x

Date Target Country Description BuyerSize

(US$mm)

EV/

EBITDA

EV/

Revenue

*Dec-15 Keurig Green Mountain, Inc. USA Coffee products Acorn Holdings B.V. $14,253.3 13.3x 3.1x

Nov-15 Findus Sverige AB SWD Frozen food products Nomad Foods Limited (NYSE:NOMD) $994.6 14.9x 1.1x

Oct-15 Diamond Foods, Inc. USA Snack products Snyder's-Lance, Inc. (NasdaqGS:LNCE) $1,937.8 17.9x 2.2x

Jul-15 Kraft Foods Group, Inc. USA Branded food products H.J. Heinz $45,000.0 22.6x 3.0x

May-15 MOM Brands, Co. USA Breakfast cereal products Post Holdings, Inc. $1,126.2 7.9x N/A

Aug-14 The Hillshire Brands, Co. USA Branded food products Tyson Foods, Inc. $8,932.0 15.8x 2.1x

Jun-14 Conopco, Inc. USA Pasta sauce brands Mizkan Holdings Co., Ltd. $2,150.0 N/A 3.6x

Jun-13 H. J. Heinz, Co. USA Branded food products Berkshire Hathaway, 3G Capital $28,686.5 13.6x 2.4x

Jan-13 Ralcorp Holdings, Inc. USA Branded food products ConAgra Foods, Inc. $7,152.0 12.0x 1.6x

May-12 The Wimble Co. USA Biscuits and snacks Kellogg Co. $2,695.0 11.1x 1.9x

Jul-11 Hsu Fu Chi International, Ltd. CHN Candy products Nestlé, S.A. $1,771.0 16.8x 3.2x

Jul-11 Parmalat SpA (54.3% stake) ITA Dairy products & fruit beveragesSociété pour le Financement de

l'Industrie L.$3,590.5 10.8x 0.7x

Mar-11 Del Monte Corporation USA Branded food products KKR & Co. L.P.; Vestar Capital Partners $5,482.0 9.0x 1.5x

Mean 13.8x 2.3x

Median 13.4x 2.2x

*Announced

Source: Capital IQ

N/A = Not Applicable

M&A Activity in the Food & Beverage Industry in Mexico

Public Transaction Analysis

The following section presents relevant transactions of national and international companies in the packaged food and beverage markets around the globe.

Relevant Transactions - Mexican Companies

Relevant Transactions – Rest of the World

Seale was an advisor on the transaction

Page 6: Update on the Packaged Food - Seale & Associates...Packaged food sales value recovered in 2015 after a deceleration in 2014 caused by an increase in price, which included the IEPS

M&A Successful Case - Mexican Packaged Food Company

Grupo Bimbo, S.A.B. de C.V. (BMV:BIMBO A)Mexico City, Mexico

www.grupobimbo.com

Successful Case Overview:

Grupo Bimbo’s is the leading bread company in the world. Its global growth strategy has been supported by a series of international acquisitions during the

last 20 years. The largest transactions in the period include the acquisition of Weston Foods, a North America based baked products business, for US$2.4b.

Daniel Servitje, Chief Executive Officer of Grupo Bimbo mentioned the following about the transaction “This transaction is the most important one in Grupo

Bimbo’s history and one of the largest in the bread industry. Size alone, however, is not our main objective. Rather, our vision is to become the best baking

company, and we further that goal today by demonstrating a commitment and dedication to serving our consumers and customers in the most effective way

possible”

M&A Successful Case - Mexican Soft Drinks Companies

Coca-Cola FEMSA, S.A.B. de C.V. (NYSE:KOF)

Mexico City, Mexico

www.coca-colafemsa.com

2008 2009 2010 2011 2014 2015 2016

Weston Foods for

USD US$2.3b,

baked products in

North America

75% stake in Nutrella

Alimentos for US$150m,

baked products company

in Brazil

Fresh bakery

business from Sara

Lee for US$157m in

Spain and Portugal

Canada Bread

Company for

US$1.6b, a bread

company in Canada

Italian Home

Bakery, a Canada

baked products

company

Arca Continental, S.A.B. de C.V. (BMV:AC*)

Monterrey, Nuevo Leon

www.arcacontal.com

2011 2012 2013

Beverage division

of Grupo Tampico

for US$827m*

*Seale & Associates advised on this transaction

Timeline of Representative Acquisitions

Timeline of Recent Representative of Bottlers Mergers and Acquisitions

2007 2011

Merger of ARCA

with Grupo

Continental, a

US$2.3b

transaction

2015

Majority stake of

Lindley, Coca Cola

Bottler in Peru

2012

Successful Case Overview:

Arca Continental is the second-largest Coca-Cola bottler in Latin America

and one of the largest in the world. Arca Continental emerged from the

merger between ARCA and Grupo Continental in 2011.The transaction has

been the largest in the Mexican bottling industry and became a catalyst for a

strong consolidation trend in the coca cola bottling system in Mexico. The

company has also grown their snacks division through a series of

acquisitions across the Americas.

Senor

Snacks, a

snacks

company in

the U.S.

Successful Case Overview:

Coca-Cola FEMSA, is the leading Coca Cola franchised bottler in the world.

The company has grown impressively through acquisitions in Mexico and

Latin America. From 2011 to 2013, the company merged with 4 independent

Mexican bottlers (Grupo Tampico, Grupo CIMSA, Grupo FOQUE and Grupo

Yoli) consolidating is position as the largest Coca-Cola bottler in Mexico.

The size of the 4 transactions together amounted to approximately US$3.0b.

Timeline of Representative Mergers and Acquisitions

Assets of Dulces

Vero, a Mexican

candy company

Panrico for €190m, a

baked products

company in Spain

and Portugal

Grupo Fomento

Queretano for

US$580m*

Grupo CIMSA

for US$844m

Grupo Yoli for

US$699m

Companhia

Fluminense de

Refrigerantes

US$448m in Brazil

Spaipa for

US$1.8b in

Brazil

Coca-Cola Bottlers

Philippines (51%) for

US$689M

Wise Foods, a

snack company in

the U.S.*

Bokados, a

snacks

company in

the U.S.

2016

La Fronterita,

sugar production

assets for

US$41m in

Argentina

La Fronterita

2014

Majority stake of

Holding Tonicorp

S.A., a dairy

products company

in Ecuador

Inalecsa, a

bakery products

company in

Ecuador

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Transaction Analysis

The following business cases present Seale & Associates’ recent and relevant transactions experience in the food & beverage industry in Mexico.

Cafe del Pacifico, S.A.P.I. de C.V.

Situation: Seale & Associates was retained by the family owners of Caffenio, a leading Mexican roaster

and producer of coffee and coffee related products to advise on the structuring of a transaction with

OXXO, their top client by sales and volume. Both the company and the client had strong concerns about

the highly dependent nature of their relationship.

Seale & Associates’ Approach: Seale professionals ran a comprehensive analysis of the situation and

determined an crafted an ideal transaction structure that addressed the concerns of both parties.

Outcome: The process resulted in the sale of a minority participation and an execution of long term

supply agreement with OXXO. After the transaction, Caffenio has grown significantly driven by a stronger

relationship with OXXO.

“We asked Seale to help us design and execute a joint

venture with a major customer. They designed a

custom transaction structure that perfectly addressed

our needs and the needs of our major customer. They

earned our trust and the trust of our partner – and both

parties could not be happier about the outcome.” -

Jose Antonio Diaz, President and CEO Cafe Del

Pacifico, S.A. de C.V.

Target: Café Del Pacífico, S.A. de C.V (“Caffenio”)

Transaction Type: Joint Venture advisory

Industries: Food and Beverage

Geography: Hermosillo, Mexico

Target: Grupo Fomento Queretano

Transaction Type: Sell-side advisory

Industries: Consumer Products, Food & Beverage

Geography: Queretaro, Mexico

Size: US$580 million

Situation: Seale & Associates was retained by the family owners of Grupo Fomento Queretano, one of

the oldest family-owned Coca-Cola bottlers in Mexico, to analyze strategic alternatives for their business

in the context of a changing industry landscape.

Seale & Associates’ Approach: Seale professionals presented the family with a range of strategic

alternatives and outcome scenarios for a sale or merger with three industry consolidators, and analyzed

in the context of shareholder value, timing, and control objectives. After the family decided that a merger

with Coca-Cola FEMSA was the preferred alternative, Seale ran a disciplined and expedited preferred

buyer process to achieve shareholder’s value, timing and control objectives.

Outcome: Seale’s approach resulted in shareholder consensus on the preferred alternative and a

successful merger with Coca-Cola FEMSA. As a result of the merger, Grupo Fomento Queretano’s

shareholders received 45.1 million newly issued KOF series L shares for a total aggregate enterprise

transaction value of approximately Ps. 7.6 billion (US$580 million), including the assumption of debt.

“From the very beginning of the planning process

before our merger with Coca-Cola FEMSA, Seale

listened and provided straightforward answers to each

and every one of our family member’s questions and

concerns and outlined the full range of options. Their

professionals provided invaluable guidance and

support as they helped us to navigate the merger

negotiations. We knew we could count on their trusted

advice to make certain we made the best decisions for

our company, our employees, and our family.” -

Federico Ruiz Rubio, former Board member and

shareholder, Grupo Fomento Queretano

Grupo Fomento Queretano, S.A.P.I. de C.V.

Arca Continental, S.A.B. de C.V. (BMV:AC)

“When we needed to acquire a platform of snack food

business in the United States (ultimately closing on

Wise Foods), we knew we could count on Seale’s no-

nonsense approach to make sure it happened quickly

and professionally. The Wise Foods deal was not only

the fastest deal we ever completed – it remains one of

the best.” - Francisco Garza Egloff, Chief Executive

Officer, Arca Continental, S.A.B. de C.V.

Situation: Seale & Associates was retained by Arca Continental with the mandate to help them diversify

their business portfolio by strengthening their snack foods arm in order to maximize their growth

opportunities.

Seale & Associates’ Approach: Seale professionals ran a thorough universe screening of snack food

companies that would align with Arca Continental’s strategy. Seale identified a list of potential targets and

initiated a qualification in order to identify the best fit for Arca Continental’s strategy and business profile

preference.

Outcome: The process outcome became Arca Continental’s largest snack foods acquisition, Wise Foods,

Inc. The business has resulted in another successful milestone in the expansion strategy of Arca

Continental.

Target: Wise Foods, Inc.

Transaction Type: Buy-side advisory

Industries: Salty Snacks and Soft Drinks

Geography: Northeastern USA

M&A Successful Business Cases

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Representative Food & Beverage Industry Engagements

Washington, D.C. Mexico City, Mexico Monterrey, Mexico

Other Representative Mexico Engagements

Sell Side

has been acquired by

Sell Side

Grupo Galaz, S.A de C.V.

has been acquired by

Sell Side

Sell Side

has been acquired by

has partnered with

a subsidiary of

Acquisition

Advisory Services

Advisory Services Sell Side

has merged with

a business of

Corporate Finance Advisory

Corporate Finance

Advisory

has sold

to

Sanitaryware business units

and

Buy Side

has acquired

Wise Foods, Inc.

Sell Side

has merged

its Beverage

Division with

Sell Side

has merged

its Beverage

Division with

Advisory Services

Acquisition

Advisory Services

Sell Side

Sale of Parma

Ham Business

Sell Side

Tampico Altamira

has sold

to

Sell Side

a business unit of

has sold

Cosmocel Química

to

Sell Side

has sold

to

Sell Side

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Mexico Contact Information

James A. Seale

President

[email protected]

Brett M. Carmel

Senior Managing Director

[email protected]

Felipe Bueno Viesca

Managing Director

[email protected]

Adrian E. Llerena

Managing Director

[email protected]

Sergio Garcia del Bosque

Managing Director

[email protected]

Adan Sierra

Vice President

[email protected]

Carlos Hernandez

Vice President

[email protected]

Francisco Viornery

Vice President

[email protected]

Oscar Tapia

Analyst

[email protected]

Alejandro Montemayor

Analyst

[email protected]

Since 1999, Seale & Associates has been the trusted advisor to highly

respected public and private companies from around the world, with a

track record of success in a diverse range of industries. Seale is an elite

boutique global investment banking firm with extensive experience in

mergers and acquisitions (M&A), corporate finance advisory, and

enterprise level strategy consulting. Our experienced team of

professionals are committed to serving clients with excellence and

integrity, while offering innovative ideas and solutions to address

complex dealings. All securities related transactions are cleared through

Seale Capital, Inc., a registered broker dealer and member of FINRA

and SIPC.

Washington, D.C. Mexico City, Mexico Monterrey, Mexico

For more information please visit: www.sealeassociates.com

Office Information

950 N. Glebe Road

Suite 950

Arlington, Virginia 22203

Phone: +1 (703) 294 6770

Paseo de la Reforma 115

Col. Lomas de Chapultepec

Mexico City, 11000

Phone: +52 (55) 8000 7463

* Multiple engagements

Advisor to Leading Companies Worldwide

Please contact us if you would like further information about

M&A trends and/or specific transaction multiples for your

industry.