Strategic rationale for the acquisitions
Executive summary
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Metcash has entered into binding agreements for three strategic acquisitions:
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Superior Food, a leading Australian foodservice distribution business for an enterprise value (EV) of $390m to $412.3m¹;
Bianco, a construction & industrial supplies business servicing the SA and NT trade markets for an EV of $82.2m; and
Alpine Truss, one of the largest Frame & Truss businesses in Australia for an EV of $64.0m.
The acquisitions are highly strategic and make Metcash a more resilient and diversified business with a stronger growth trajectory:
Foodservice is a logical extension of Metcash's Food strategy. The acquisition of Superior Food will enhance Metcash's core Food wholesale
& distribution capabilities, and materially increase Metcash's addressable market in Food
Bianco and Alpine Truss align completely with Metcash's Hardware strategy for IHG, supporting IHG's 'Whole of House' and network
expansion strategy
Compelling combination benefits with combined expected annualised (run-rate) synergies of ~$19m² at the end of year 2 post completion
The Acquisitions are expected to be mid-single digit EPS accretive on a pro forma Oct-23 LTM basis including ~$19m of expected annualised
synergies², and EPS accretive excluding synergies³. The Acquisitions are also expected to be accretive to Metcash's margins4
Acquisitions funded via a fully underwritten $300m institutional placement and $277.5m from existing cash and available debt facilities,
providing capacity for Metcash to continue to invest in growth
Completion expected in 4Q FY24 for Bianco (subject to ACCC clearance) and Alpine Truss and 1Q FY25 for Superior Food (subject to ACCC
clearance)
Final EV subject to an earn-out payment for Superior Food of up to $22.3m based on actual FY24 Underlying EBITDA. Refer Appendix A for further details.
Refer to slides 29, 32, 33 for further details.
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EPS accretion calculations are further detailed and defined on slides 40 and 50.
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The Acquisitions are margin accretive at three levels, each prior to synergies: in respect of the Food business (including Superior Foods), the IHG business (including Bianco and Alpine Truss) and also in relation to the Metcash Group (including all Acquisitions). Margin represents
EBIT (excluding synergies) divided by sales (including charge through sales) and is based on the Oct-23 LTM results per slide 40 and accretion details are shown on slide 50.
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