Investor Presentaiton
Overview of Transaction Documents
Share Sale and Purchase Agreement
Bega has agreed to purchase all of the shares (Sale Shares) in Lion-Dairy & Drinks Pty Ltd (Target) from Kirin Foods Australia Holdings Pty Ltd (Seller) under the terms of a Share Sale and Purchase
Agreement ("SPA") between Bega, the Seller and Lion Pty Ltd ("Seller Guarantor"). The Target is the holding company of various entities ("LDD Group") that, collectively, carry on the Lion-Dairy &
Drinks business ("LDD Business"). The Purchase Price payable by the Seller for the Sale Shares is $560 million less $26 million deduction for IT separation costs (net of tax) and subject to
adjustments to be made under the terms of the SPA including a process for the adjustment of the cash, debt, tax liabilities and working capital of the LDD Group at the completion date
("Completion"). The SPA contains provisions setting out this adjustment process as well as warranties concerning the LDD Group and the business and an indemnity in respect of the tax liabilities
relating to the period up to Completion, with a guarantee in respect of the obligations of the Seller by the Seller Guarantor.
Transitional Services Agreement
The LDD Group currently operates in conjunction with the broader Lion group and the sale to Bega will require the LDD Group to develop various computer and related systems (LDD systems) in
order to operate on a stand-alone basis. In order to facilitate this process, the Seller Guarantor has agreed to provide various transitional services to the Target and the Buyer for a period of time
after Completion to enable the Business to continue to operate while it develops its own systems. The provision of these services is documented in a Transitional Services Agreement between
Bega, the Target and the Seller Guarantor. Bega will pay fees for these services and will develop a transition out plan under which data relating to the LDD Business will be migrated to the LDD
systems once they are in place.
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