Strategic rationale for the acquisitions
C. Key Risks (cont'd)
2.2 Reliance on information provided by the sellers
Metcash has undertaken due diligence processes in respect of each Acquisition, which relied in part on the review of financial (including unaudited and other financial information), operational, sales (including
forecast sales) and other information provided by Superior Food, Alpine Truss, Bianco and their current owners. Metcash has not verified the accuracy, reliability or completeness of all the information which was
provided to it against independent data.
Similarly, Metcash has prepared (and made assumptions in the preparation of) the financial information relating to Superior Food, Alpine Truss and Bianco (each on a stand-alone basis and also combined with
Metcash) included in this Presentation from financial (including unaudited and other financial information) and other information provided by Superior Food, Alpine Truss, Bianco and their current owners.
Metcash is unable to verify the accuracy or completeness of all of this information. If any of the data or information provided to and relied upon by Metcash in its due diligence processes and its preparation of
this Presentation proves to be incomplete, incorrect, inaccurate or misleading (for example, as a result of historical accounting errors or incorrect/inappropriate application of accounting standards or
methodologies), there is a risk that the actual financial position and performance of any of Superior Food, Alpine Truss, Bianco and the Combined Group may be materially different to the financial position and
performance expected by Metcash and reflected in this Presentation.
There are also certain potential issues identified as part of Metcash's due diligence that Metcash may not have accurately assessed or quantified or are not possible to quantify or for which sufficient protection is
not provided for in the Acquisition agreements. Such issues may have a greater adverse financial or operational impact on Metcash than anticipated. For example, Metcash has identified possible employee
payment issues, planning approval issues, property safety issues, potential contamination issues, lease tenure issues, undocumented supplier and customer arrangements, and historical underinvestment in assets
and maintenance which may require Metcash to address by additional capital expenditure. It is possible that the financial impact of these issues may be greater than Metcash's current assessment.
There is also a risk that the due diligence conducted in connection with the Acquisitions has not identified all material issues and risks that exist. Therefore, there is a risk that unforeseen issues and risks may
arise, which may also have a material impact on the Combined Group. This could adversely affect the operations, financial performance or position of the Combined Group.
The information reviewed by Metcash included forward looking information. While Metcash has been able to review some of the foundations for the forward-looking information relating to Superior Food,
Alpine Truss and Bianco, forward looking information is inherently unreliable and based on assumptions that may change in the future.
2.3 Analysis of the Acquisitions
Metcash has undertaken financial, business and other analysis of Superior Food, Alpine Truss and Bianco in order to determine their attractiveness to Metcash and whether to pursue each Acquisition. It is
possible that such analysis, and the best estimate assumptions made by Metcash, has resulted in conclusions and expectations, including in relation to synergies, that are inaccurate or which will not be realised
in due course. While Metcash has undertaken analysis in relation to the expected benefits of the Acquisitions, including synergies, they remain Metcash's estimate of the benefits expected to be achievable as
part of the Acquisitions, and there is a risk that the actual benefits able to be realised as part of the Acquisitions may be less than expected or delayed, or that the expected benefits of the Acquisitions may not
materialise at all or cost more to achieve than originally expected.
To the extent that the actual results achieved by one or more of Superior Food, Alpine Truss or Bianco as part of the Combined Group are different than those indicated by Metcash's analysis, there is a risk that
the profitability and future earnings of the operations of the Combined Group may be materially lower than the profitability and earnings reflected in this Presentation.
2.4 The financial capacity of, and recourse to, the sellers and the warranty and indemnity insurer may be limited
Warranty and indemnity insurance has been purchased by Metcash for the acquisition of Superior Food. If the acquisition of Superior Food completes and if a warranty or other claim is made under the
acquisition agreement, the warranty and indemnity policy may not respond on all matters and is subject to a maximum liability cap along with time and other limitations, and therefore may provide limited or no
coverage on a particular liability or loss for Metcash. There may be no or limited recourse against the sellers of Superior Food, if there is no or limited recourse to the warranty and indemnity insurance.
There can be no guarantee as to the on-going financial capacity of the respective sellers of Superior Food, Alpine Truss assets or Bianco to the extent that a warranty claim is made by Metcash against them.
Metcash
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