Investor Presentaiton
Key risks - Acquisition
Acquisition may not complete or be delayed Completion of the Acquisition is conditional on certain matters taking place, some of which are beyond Orora's direct control. In particular, while the parties have entered into a Put Option
Agreement in connection with the Acquisition, the exercise of that put option and execution of a binding Share Purchase Agreement to implement the Acquisition is subject to certain
mandatory French works council consultation processes having been completed. While Orora expects the vendors to exercise the put option following completion of the relevant works
council consultation processes, such exercise is entirely at the vendors' discretion. Should the works council consultation processes complete and the vendors do not exercise the put
option or do not enter into the Share Purchase Agreement, the vendors will be required to pay Orora a substantial break fee (Break Fee). The payment of the Break Fee is not an exclusive
remedy and is without prejudice to any other rights or remedies that Orora may have against the vendors. The vendors have also agreed to grant Orora exclusivity with respect to the
purchase of Saverglass SAS until nine months following the date of the Put Option Agreement.
Reliance on information provided by the
vendors
Analysis of the Acquisition by Orora
Funding the Acquisition
The Offer is occurring prior to, and not subject to, completion of the Acquisition. If, for whatever reason, completion of the Acquisition does not occur, Orora will need to consider
alternative uses for the proceeds from the Offer, or ways to return some or all of the proceeds to shareholders. If completion of the Acquisition is delayed, Orora may incur additional costs
and it may take longer than anticipated for Orora to realise the benefits of the Acquisition including the synergies described in this Presentation. Any failure to complete, or delay in
completing, the Acquisition and/or any action required to be taken to return capital raised to shareholders may have an adverse effect on the financial performance and position of Orora.
Orora undertook a due diligence process in respect of the Acquisition, which relied in part on the review of financial, technical, operational and other information (including unaudited and
other financial information) which was provided to Orora by the vendors of Saverglass. Despite making reasonable efforts, Orora has not been able to verify the accuracy, reliability or
completeness of all the information which was provided to it. Similarly, Orora has prepared, and made assumptions in the preparation of, the financial information relating to Saverglass (on
a stand-alone and pro forma basis) included in this Presentation from financial and other information (including unaudited and other financial information) provided by the vendors. If any
of the information provided to and relied upon by Orora in its due diligence process and its preparation of this Presentation proves to be incomplete, incorrect, inaccurate or misleading,
there is a risk that the actual financial position and performance of Saverglass (and the financial position and performance of Orora following the Acquisition) may be materially different to
the expectations and targets reflected in this Presentation. There is also a risk that the due diligence conducted in connection with the Acquisition has not identified all of the material
issues and risks, or been avoided or managed appropriately. Therefore, there is a risk that unforeseen issues and risks may arise which could adversely impact on the reputation, financial
performance or operations of Orora.
Orora has undertaken financial and business analysis of Saverglass in order to determine its attractiveness to Orora and whether to pursue the Acquisition. It is possible that such analysis,
and the best estimate assumptions made by Orora, draw conclusions and forecasts that are inaccurate or which will not be realised in due course. There is also a risk that Saverglass SAS
does not perform as expected due to a variety of factors including, but not limited to, an inability to meet volume demands or there being insufficient market demand for products, or there
is a need to adapt pricing and margins in response to the competitive landscape or increased competitive pressure. To the extent that the actual results achieved by Saverglass are different
than those anticipated, or any unforeseen difficulties emerge in integrating the operations of Saverglass, there is a risk that the profitability and future earnings (including the EPS accretion)
of the operations of the Combined Group may materially differ from the performance as described in this Presentation.
It is intended that the purchase price of the Acquisition will be partially funded through the proceeds of the Offer. The Offer is underwritten by the Joint Lead Managers. Under the
Underwriting Agreement, the Joint Lead Managers have agreed to manage and underwrite the Offer, subject to the terms of the Underwriting Agreement.
If certain conditions are not satisfied or if certain termination events occur, one or both Joint Lead Managers may terminate the Underwriting Agreement. Those termination events are
summarised in pages 55 to 56 of this Presentation. If the Underwriting Agreement is terminated, Orora will not be able to complete the Acquisition, unless it can source alternative funding
to fund the Acquisition. That alternative funding could be on less favourable terms. Failure to source alternative funding could result in Orora being unable to perform its obligations to
complete the Acquisition, which could have a material adverse impact on Orora's financial position, prospects and reputation.
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