Strategic rationale for the acquisitions
C. Key Risks (cont'd)
Any inability to recover amounts claimed could materially adversely affect Metcash's financial position and performance. Further, if Metcash were to take legal action to enforce a claim under the warranty and
indemnity policy or against any of the sellers, there is a risk that the enforcement process is protracted, costly and diverts management's time and attention away from running the Metcash business, each of
which could materially adversely impact Metcash's financial position and performance.
2.5 Metcash may not successfully integrate the Acquisitions
The integration of a number of businesses carries risk, including potential delays or costs in implementing necessary changes, and difficulties in integrating various operations. The success of the Acquisitions,
and the ability to realise the expected benefits of the Acquisitions, including synergies, outlined in this Presentation, is dependent on the effective and timely integration of the Superior Food, Alpine Truss and
Bianco businesses alongside Metcash's existing business following completion of the Acquisitions.
Integration, and in some cases the uplift, of the systems and processes of Superior Food, Alpine Truss and Bianco, including their information technology (including privacy and security), financial reporting
systems and processes and safety management system is expected to be a complex exercise. As a result, there is a risk that the integration of one or more of the businesses is more complex than currently
anticipated, encounters unexpected challenges or issues, takes longer than expected, costs more than expected, delays or prevents some of the expected benefits of the Acquisitions, and diverts management
attention from running the existing Metcash business.
A failure to fully integrate one or more of the operations of Superior Food, Alpine Truss and Bianco, or a delay in one or more of the integration processes, including as a result of a cultural misalignment
between Metcash and staff of Superior Food, Alpine Truss or Bianco or the loss of certain key members of staff of Superior Food, Alpine Truss or Bianco, could impose unexpected costs that may adversely affect
the financial performance and position of Metcash.
2.6 Underwriting risk
Metcash has entered into an underwriting agreement with the Joint Lead Managers pursuant to which the Joint Lead Managers have agreed to underwrite the Placement (Underwriting Agreement), subject to
the terms and conditions of the Underwriting Agreement. If certain conditions are not satisfied or if certain termination events occur, the Joint Lead Managers may terminate the Underwriting Agreement. Those
termination events are summarised in Appendix D of this Presentation.
Termination of the Underwriting Agreement could have an adverse impact on the amount of proceeds raised under the Placement, which could result in Metcash needing to seek alternative sources of funding
to fund the Acquisitions. Alternative sources of funding may result in Metcash incurring additional costs (for example, by way of interest payments on debt) and/or potential restrictions being imposed on the
manner in which Metcash conducts its business and deals with its assets.
There is no guarantee that alternative funding could be sourced on satisfactory terms and conditions or at all. Failure to source alternative funding could result in Metcash being unable to perform its obligations
to complete one or more of the Acquisitions (and may give rise to claims from the sellers) or to undertake integration activities. Any of these outcomes could have a material adverse impact on Metcash's
financial position, prospects and reputation.
2.7 Historical liability
Metcash may become directly or indirectly liable for liabilities incurred by any of Superior Food, Alpine Truss and Bianco in the past, which are contingent or of an uncertain amount, were not identified during
Metcash's due diligence or which are greater than expected, or for which the protection (in the form of representations and warranties and indemnities) negotiated by Metcash under the Acquisition agreements
may be inadequate in the circumstances. Historical liabilities may include payroll liabilities, IT system licence fees, and regulatory fines and penalties for failure by Superior Food, Alpine Truss or Bianco to comply
with contractual obligations or laws and regulations. Such liability may adversely affect the financial performance or position of Metcash following completion of one or more of the Acquisitions.
Melcash
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