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Relevant Fact – Swift & Co. Closing
1. Agenda
Página
Conclusion of Swift’s
Acquisition Process
July 12, 2007
2. Disclaimer
The forward-looking statements presented herein are subject to risks and
uncertainties. These statements are based on the beliefs and assumptions of our
management, and on information currently available to us.
Forward-looking statements are not guarantees of performance. They involve
risks, uncertainties and assumptions because they relate to future events and
therefore depend on circumstances that may or may not occur. Our future
operating results, financial condition, strategies, market share and values may
differ materially from those expressed in or suggested by these forward-looking
statements. Many of the factors that will determine these results and values are
beyond our ability to control or predict.
Forward-looking statements also include information concerning our possible or
assumed future operating results, as well as statements preceded by, followed by,
or including the words ''believes,'' ''may,'' ''will,'' ''continues,'' ''expects,'‘
''anticipates,'' ''intends,'' ''plans,'' ''estimates'' or similar expressions
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3. Agenda
1 Message from the Board of Directors
2 Swift Acquisition Process Concluded!
3 Acquisition Process Timeline
4 Final Acquisition Structure
5 JBS + Swift (Pro-forma)
6 Recovery of Swift’s Results
7 Actions of Turnaround Process
8 Turnaround in Numbers
9 Final Considerations
2
4. Message from the Board of Directors
It is with great satisfaction that the management of JBS
announces the conclusion of the Swift acquisition through the
cash payment of US$1,458,872,836.55, five days in advance of
the original schedule.
The acquisition was concluded with absolute success and
resulted in the creation of the world’s largest beef company
with a significant share in the pork industry.
The capital structure used resulted in a company with a reduced
debt level and with one of the lowest financial leverages in the
sector, while it also generated a reduction in financial expenses.
All measures were taken with the objective of creating value to
all of the company’s shareholders, creditors, employees and
partners of JBS.
The acquisition reaffirms JBS’ commitment to its growth
objectives and its capabilities in achieving them!
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5. Swift Acquisition Process Concluded!
+
The world’s largest beef company is born, with a slaughtering
capacity of 47.1 thousand heads per day;
The world’s largest beef exporter;
And the largest Brazilian multinational company in the food
sector;
With production and distribution capacity in the world’s 4
main beef producing countries;
Acessing 100% of the world’s beef consuming markets;
Consolidating brands, plants and expertise;
And with a diversification platform in pork – 3rd largest in the
US.
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6. Acquisition Process Timeline
05/29/07 Celebration of the Agreement and Plan of Merger
06/01/07 Board of Directors Meeting – Approval of the acquisition by JBS
06/08/07 Board of Directors Meeting – Approval of capital increase of JBS and
launching of consent solicitation process.
06/11/07 Comencement of Consent Solicitation process – Swift as unrestricted
subsidiary.
06/13/07 Call notice for Extraordinary Shareholders Meeting
06/27/07 Board of Directors Meeting – Capital increase of 227.4 million shares
totaling US$950 million
06/27/07
Relevant Fact – BNDESPAR approves subscription of up to US$750
million in the capital increase of JBS
06/29/07 Extraordinary Shareholders Meeting – Approval of the Swift
acquisition and of the proposed capital increase
07/10/07 Suspension of the bond issues and revolving facility by Swift
07/11/07 Conclusion, 5 days in advance, of the Swift acquisition process with the
payment of US$1.459 million
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7. Final Acquisition Structure
Final Structure 1,2,3 Acquisition of Swift by JBS
Final Structure 1,2,3 Acquisition of Swift by JBS
Capital increase by JBS of US$950
BNDESPAR Market J&F
million;
Up to US$750 MM US$ ? MM Up to US$200 MM Proceeds raised with financial
US$950 MM
institutions in the amount of US$750
million (additional proceeds raised for
working capital purposes);
Payment of equity to HM Capital in the
100% US$950 MM
amount of US$225 million and of debt
in the amount US$1.234 million,
US$750 US$225
New Debt
MM
NewCo
MM
HM Capital totaling the acquisition amount of
US$1.459 million3;
100%
US$1.234 MM4
Debt reduction, positioning Swift as a
company with one of the best financial
Payment of
Old Debt conditions of the sector in the USA;
Reduction in annual financial expenses
Cash Balance of
US$240 MM5
of approximately US$86 million due to
a reduced debt level and new debt
issued at lower rates;
1. Simplified chart of the transaction structure for illustrative purposes only
2. Simplification for subordination structure composed by 3 holdings
3. Does not include fees, tender offer and other transaction costs
4. Updated closing debt added of accumulated interest and tender offer expenses
5. Estimated cash balance to be partially used for the payment of fees, tender offer expenses. The remainder will be
6
used for working capital.
8. JBS + Swift (Pro-forma)
COMBINED
PRO-FORMA
Slaughtering capacity¹ 24,100 heads/day 23,000 heads/day 47,100 heads/day
(Global ranking) (# 3) (# 4) (# 1)
Heads Slaughtered
3,4 MM 6,2 MM 9,6 MM
2006¹
Plants 28 12 40
Net Revenue US$ 2,0 bln2 US$ 9,5 bln3 US$ 11,5 bln
Net Debt US$ 0,7 bln4 US$ 0,5 bln5 US$ 1,2 bln
Net Debt/EBITDA 2,5x 5,2x 3,1x
Net Debt/Adjusted
2,5x 3,2x6 2,7x
EBITDA
Notes
1. Considering beef only
2. JBS 2006 net revenue converted into US$ at FX rate of R$2.1771
3. Swift net revenues for LTM ended February 2007 (unaudited preliminary data – 8-K Form)
4. JBS net debt as per financial statements of 03/31/2007 converted in US$ at FX rate of R$2.0504
5. Swift Net Debt after closing considering all raised proceeds and transaction payments
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6. Calculation considers adjusted EBITDA excluding non-recurrent expenses of US$53 million (US$53 MM ICE and US$9.4 MM in other costs)
9. Net Revenue and EBITDA Recovery at Swift
Net Revenue (US$ million)
Net Revenue (US$ million) Considerations FY2007
Considerations FY2007
Net revenue recovery during fiscal year
9.436 9.669 9.350 9.520 2007 due mainly to price increases in the
8.782 8.196 8.072 US beef division and to price and volume
increases in the US pork division and
Australia beef division;
EBITDA recovery in the fiscal 2007 to an
EBITDA margin of 1.0%, from 0.1% in
2006;
FY01 FY02 FY03 FY04 FY05 FY06 FY07*
During fiscal year 2007, the company lost
employees at its US plants expenses due
EBITDA (US$ million) and EBITDA margin
EBITDA (US$ million) and EBITDA margin
to an immigration inspection process (ICE
– Immigration and Customs Enforcement),
Margin (%)
3,0% resulting in:
A temporary reduction in production
2,2% 2,3%
and, consequently, in sales;
1,8% 238,6 220,1
1,7%
181,7 Non-recurrent expenses in the
161,2 163,0 1,0%
amount of US$53 million. If this
expense was not considered, EBITDA
0,1%
96,3 would amount to US$158.6 million,
5,7
representing an EBITDA margin of
FY01 FY02 FY03 FY04 FY05 FY06 FY07* 1.6%
Source: Swift & Co
Note: Unaudited pro-forma data related to the years of 2001, 2002 and There are no other issues related to this
2003 from predecessor ConAgra
Swift’s fiscal year ends in May
event and all employees have been
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* Preliminary unaudited data (8-K Form) replaced
10. Actions of Turnaround Process
Management changes in key positions at Swift in the USA and
Australia and simplification of the organizational structure with
the elimination of duplicate positions;
Separation of the operational management of the beef and pork
divisions in the USA;
Reduction in annual financial expenses due to a reduced debt
level and new debt issued at lower rates;
Beginning of a second shift in the Greeley plant;
Better use of the installed capacity at existing plants;
Estimated transportation cost reduction by increasing
occupation rate from 92% to 99%;
Optimization of the price to quality ratio;
Estimated improvement in the rear de-boning process by 0.8%;
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11. Actions of Turnaround Process
Estimated improvement in the forequarter de-boning process by
1.2%;
Estimated improvement in the ribs de-boning process by 0.7%;
Estimated improvement in the yield of the leather by 1.5%;
Estimated improvement in the yield of the pork intestines
(US$1.0 per head);
Estimated fixed cost reductions at the plants of US$2.90 per
head;
Estimated variable cost reductions of US$2.10 per head;
Estimated reductions in expenses related to insurance,
consulting fees and IT;
Optimization of the sales teams;
Remuneration driven by results.
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12. Turnaround in Numbers
Turnaround Financial Impacts - (US$ M M )
Preliminary Estimates
Increase in Revenues
Implmentation of second shift in Greeley 800,0
Optimization of installed capacity in the Grand Island, Dumas and Hyron plants 300,0
Potential Increase in Revenues 1.100,0
Cost Reductions
Sales, General and Administrative (SG&A)
Consulting 5,0
Reduction of Organizational Structure 4,0
Insurance 8,0
Information Technology (TI) 8,0
Sub-total 25,0
Variable Costs (Packaging, Supllies, Electricity, Gas) 11,6
Fixed Costs in Plants 16,0
Logistics Optimization 17,5
Improvements in Carcass Yield
Rear De-boning 18,4
Forequarter De-boning 23,5
Ribs De-boning 4,5
Leather 37,8
Pork Intestines 11,5
Sub-total 95,7
Potential Operational Gains Identified thus Far 165,7 11
13. Final Considerations
Conclusion of the acquisition by JBS using the best capital
structure, resulting in savings of approximately US$86 million in
interest expenses;
Relevant support by BNDESPAR in the company’s expansion and
internationalization process;
Considerable debt reduction at Swift, making it a company with
one of the best financial conditions of the sector in the USA;
Swift is already showing improvements in its operational results
(FY07 x FY06);
Turnaround process has already began, with a large portion of
the actions to be implemented quickly and to generate results in
the short to medium term;
The management team that will guarantee the success of the
turnaround process is already defined;
The conclusion of the Swift acquisition does not represent the
end of JBS’ growth process, but one more stage in the
company’s leadership expansion and consolidation in the world
beef industry;
Once again JBS’ management reaffirms its excellent track
record in acquisitions 12