EX-99.(C)(2) 3 d585745dex99c2.htm EX-99.(C)(2) EX-99.(C)(2)

Exhibit (c)(2)

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Deutsche Bank CONFIDENTIAL Corporate Banking & Securities

Presentation to the Special Committee of Dawn

June 24, 2013

Deutsche Bank Securities Inc., a subsidiary of Deutsche Bank AG, conducts investment banking and securities activities in the United States.


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“IMPORTANT: This presentation (the “Presentation”) has been prepared by Deutsche Bank’s investment banking department exclusively for the benefit and internal use of the recipient (the “Recipient”) to whom it is addressed. The Recipient is not permitted to reproduce in whole or in part the information provided in this Presentation (the “Information”) or to communicate the Information to any third party without our prior written consent. No party may rely on this Presentation without our prior written consent. Deutsche Bank and its affiliates, officers, directors, employees and agents do not accept responsibility or liability for this Presentation or its contents (except to the extent that such liability cannot be excluded by law).

Statements and opinions regarding the Recipient’s investment case, positioning and valuation are not, and should not be construed as, an indication that Deutsche Bank will provide favourable research coverage of the Recipient or publish research containing any particular rating or price target for the Recipient’s securities.

This Presentation is (i) for discussion purposes only; and (ii) speaks only as of the date it is given, reflecting prevailing market conditions and the views expressed are subject to change based upon a number of factors, including market conditions and the Recipient’s business and prospects. The Information, whether taken from public sources, received from the Recipient or elsewhere, has not been verified and Deutsche Bank has relied upon and assumed without independent verification, the accuracy and completeness of all information which may have been provided directly or indirectly by the Recipient. No representation or warranty is made as to the Information’s accuracy or completeness and Deutsche Bank assumes no obligation to update the Information. The Presentation is incomplete without reference to, and should be viewed solely in conjunction with, the oral briefing provided by Deutsche Bank. The analyses contained in the Presentation are not, and do not purport to be, appraisals of the assets, stock, or business of the Recipient. The Information does not take into account the effects of a possible transaction or transactions involving an actual or potential change of control, which may have significant valuation and other effects.

The Presentation is not exhaustive and does not serve as legal, accounting or tax advice. Nothing herein shall be taken as constituting the giving of investment advice and this Presentation is not intended to provide, and must not be taken as, the basis of any decision and should not be considered as a recommendation by Deutsche Bank. Recipient must make its own independent assessment and such investigations as it deems necessary. In preparing this presentation Deutsche Bank has acted as an independent contractor and nothing in this presentation is intended to create or shall be construed as creating a fiduciary relationship between the Recipient and Deutsche Bank.”

Deutsche Bank

Corporate Banking & Securities


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Contents

Section

1

 

Perspectives on Dawn today 2

2

 

DHM’s proposal is attractive and compelling 12

3

 

Timing and proposed next steps 22

Deutsche Bank

Corporate Banking & Securities


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David H. Murdock (“DHM”) proposal summary

All-cash proposal of $12.00 per share

Proposed equity purchase price ($mm) $1,082(a)

Total enterprise purchase price ($mm) 1,522(a)

Management Research

guidance consensus

2013E EBITDA ($mm) $150 $139

Implied TEV / 2013E EBITDA 10.2x 11.0x

Financing from own funds and debt from leading financial institutions including Deutsche Bank

(“highly confident” letter provided)

Proposal conditional upon approval by:

1. Dawn’s Special Committee, and

2. a majority of outstanding shares not already owned

Proposal to be withdrawn or terminated if a definitive merger agreement has not been executed by July 31, 2013

(a) Total enterprise value based on 2013 Q1 reported shares outstanding and $440mm in net debt, as reported by Dawn on 5/2/2013.

Source: Factset and research estimates

Deutsche Bank 1 Corporate Banking & Securities


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Deutsche Bank

Corporate Banking & Securities

Section 1

Perspectives on Dawn today


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Growth has been flat in Dawn’s core markets and competitive pressures have impacted pricing over an extended period

Dawn geographic revenue breakdown (CY2012(a)) Dawn product revenue breakdown (CY2012(a))

Dawn is highly exposed to

Latin/Other

the low growth US and 7% Fresh European fruit markets, vegetables

27%

particularly bananas which represent ~57% of

Europe

Dawn total sales 32%

Historical US fresh fruit consumption (lbs / capita) Historical US banana consumption (lbs / capita) Historical US banana prices ($ / metric ton)

101 101 103 101 103 105 $968 $984

98 99 100 97 100 98 28

27 27 26 26 26 26 $920

25 25 25 26

22 $868 $844 $847

2000 2001 2002 2003 2004 200520062007 2008 200920102011 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2008 2009 2010 2011 2012 YTD 2013

Bananas 57% North Other fresh America fruit 61% 16%

Fresh fruit 73%

(a)

 

Pro forma for divestiture of Dawn Asia to ITOCHU.

(b) CAGR calculated based on $880 average price / metric ton from January 2008 to May 2008 and $920 average price / metric ton from January 2013 to May 2013.

Source: Company filings, USDA and Worldbank

Deutsche Bank 2 Corporate Banking & Securities


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Dawn operates in an unpredictable and volatile sector

Financial performance consistently deteriorating due to varying factors

Factors impacting results Tariff regulations Weather Demand / supply mismatches Political climate Competitive pressures / pricing / capacity Fuel prices FX fluctuations Health related recalls / lawsuits Significant cost savings from restructuring have not prevented a decline in EBITDA and margin

Restructuring costs / expected savings since 2010

Dawn revenue(a) Dawn adj. EBITDA(b) Issues affecting performance

Lower banana volumes $4,238 $4,245 Unfavorable FX $4,155 $4,147 $4,243 $250 6.0% $217 $204 2010 Higher fruit costs $196 Lower local pricing in Europe $200 $172 Weather conditions

5.0%

~$150 $139 Lower demand in Europe $150 4.6% 2011 Higher commodity costs

(0.2%) 4.4% 4.0%

Challenging weather $100 4.1% 4.0%

2.2% Lower fresh fruit pricing in 0.2% (0.1%) 3.0% North America

$50 3.3% 2012

Higher fruit costs for European

NA

$0 2.0% imports (c) (d) 2009 2010 2011 2012 2013E(c) 2013E(d)

2009 2010 2011 2012 2013E 2013E cons mgmt Uneven weather conditions cons mgmt 2013

Lower pricing and higher costs

Revenue % growth Adj. EBITDA % margin

Dawn management has communicated its operational challenges to “the Street”

Q3 2012 Q4 2012 Q1 2013

“…We see a lot of problems in farms in Latin “. The environment in packaged salads “…looking to the second quarter, there is America that may result in kind of lower than remains very competitive with a continued volatility in earnings from both of our fresh normal values in the second half and about increase of private label…Supply is tight due produce businesses…” the same thing in Asia…” to the prolonged supply problems triggered by cold weather conditions in Arizona…” “…for the full year 2013, we expect the …“The exchange rate kind of was one of the overall lower earnings in bananas and berries variables that hurt us from which we might to put pressure on our expected adjusted not have expected…” “…cost of fruit especially has increased EBITDA at the low end of the guidance (since 2006) even more so the margins are range…” being squeezed…” “…there’s no shortage of (banana) volume in North America and competition is very aggressive right now, driving down just the annual contract prices. .”

Deutsche Bank (a) All years pro forma for $539 million of revenue from divested German subsidiary which was sold in 4Q 2011. 3 (b) 2009 – 2011 EBITDA margins calculated off of 2009 – 2011 revenues prior to adjustment for divestiture of German subsidiary.

Corporate Banking & Securities (c) Current research estimates. (d) Current management guidance.

Source: Company filings, transcripts and research estimates


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The outlook has materially softened over the past several months

Research consensus 2013E EBITDA estimates for Dawn have been reduced 38% since the ITOCHU transaction was announced

Management guidance on 2013E EBITDA

Dawn 2013E EBITDA research consensus(a) Dawn 2013E EPS research consensus(a)

$223 $223 $221 $221

$1.20 $1.20 $1.20 $1.20

Current management guidance: ~$150mm $172 $172

$0.80 $0.80

$152

$143 $141 $139

$0.54

$0.51

$0.46

$0.44

$170

(7%)(b) $150 ~ $150

Jan—‘13 Feb—‘13

Deutsche Bank (a) Based on research estimates considering continuing operations only.

(b)

 

Represents a decline from $160mm, the mid-point of January’s 2013E EBITDA guidance range, to $150mm.

Corporate Banking & Securities

Source: Company filings and research estimates

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Forward visibility remains low

There is significant spread on EBITDA and EPS estimates for 2013E and 2014E

EBITDA estimates EPS estimates

% from % from consensus consensus

BB&T $151 9% Goldman Sachs $0.60 36%

CY2013E Janney $150 8% BB&T $0.44 0% Goldman Sachs $137 (1%) Janney $0.42 (5%)

BAML $116 (16%) BAML $0.30 (32%)

Consensus average: $139 Consensus average: $0.44

% from % from consensus consensus

Janney $175 5% BAML $0.70 8%

CY2014E BAML $165 (1%) Goldman Sachs $0.64 (1%) Goldman Sachs $162 (3%) Janney $0.60 (7%)

Consensus average: $167 Consensus average: $0.65

Deutsche Bank Source: Factset and research estimates

Corporate Banking & Securities

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Recent events demonstrate the challenges of operating in the public market

The market’s focus on short-term results causes significant volatility in

Dawn’s share price

One-day share

Date Event price reaction (%)

– Announced Dawn Asia divestiture will close by April 1, 2013

– ITOCHU paid Dawn a $200mm non-refundable cash deposit

February 22, 2013 2.7%

– Company amended 2013E EBITDA guidance to be on the low end of $150—$170mm range

previously stated on January 2, 2013

– Dawn released earnings for Q4 2012 and FY 2012

March 12, 2013 – Dawn announced operations in the Philippines were impacted by approximately $49mm in (9.0%)

costs as a result of Typhoon Bopha

– The European General Court in Luxembourg affirmed the European Commission’s

October 15, 2008 decision finding violations of the European competition laws and imposed a

March 14, 2013 €46mm fine on Dawn 1.6%

– Dawn announced their plan to appeal the decision

– Dawn settled the Company’s long term Japanese Yen hedges for $25mm after entering into an

March 27, 2013(a) N/A(a)

agreement to do so March 8, 2013

April 1, 2013 – Dawn closed a $675mm term loan and a $180mm revolving credit facility (1.9%)

– Dawn released earnings for Q1 2013

May 2, 2013 (6.6%)

– Dawn reiterated plans to settle its $135mm Honduran tax liability by the end of June 2013

May 9, 2013 – Dawn announced the Board had authorized a $200mm share repurchase program 4.6%

– Dawn announced it agreed to acquired three new specialty built refrigerated container ships for

$168mm

May 28, 2013 (6.0%)

– Also suspended the recently announced share repurchase program

– Dawn announced that a bad strawberry harvest would cost the company $25mm

Deutsche Bank (a) Not publicly released on March 27, 2013. Company stated settlement date on May 2, 2013.

Corporate Banking & Securities

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The market has not rewarded Dawn’s significant strategic initiatives

Share price performance since:(a)

vs. vs.

Dawn

S&P peers(b) Strategic review guidance 17% 18% 9% (5/3/12)

Dawn relative (1%) 8% performance

ITOCHU announcement (21%) 15% 8% (9/12/12)

Dawn relative

(36%) (29%) performance

9/12/2012: Announcement 11/15/2012: Announcement 5/28/2013:

5/3/2012: Dawn Announcement of 6/10/2013: Day of sale of Packaged Foods of Q3 earnings miss, citing announces review of investment in prior to DHM and Asia Fresh China / Philippines $16 strategic alternatives refrigerated container proposal businesses to ITOCHU; quarantine and adverse expected annual cost growing conditions ships announcement savings of $50mm

1/2/2013: Downward revision of 2013E guidance, following $14 challenging market results price stock $12 aw n

D t o d e base $10 R

$8

$6

05/01/12 06/20/12 08/10/12 09/29/12 11/19/12 01/09/13 02/28/13 04/20/13 06/10/13

Dawn S&P 500

(a) Share price performance between date indicated and day prior to DHM proposal announcement (6/10/13). (b) Peer index includes Chiquita, Fresh Del Monte, and Fyffes, weighted by market capitalization.

Source: Factset and Company filings

Deutsche Bank

Corporate Banking & Securities

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Additional standalone strategic alternatives are limited

Focused business

Sales breakdown by channel Sales breakdown by geography

Fresh Latin/Other vegetables 7% 27% Europe 32%

North Fresh fruit America 73% 61%

Future investment needs limit flexibility for growth investments

Net leverage

3.5x

2.3x

Post refinancing Post refinancing after $168mm ship investment

One of the smaller companies in the peer group with only a $551mm float

% float(a) 60% 72% 83%

$2,621

$913 $769 $363

$551

(b)

 

Dawn Commodity fruit and Mid-cap packaged food vegetable peers peers

Market is already factoring non-core asset sales into share price

“We also recognize potential for Dawn to announce a repurchase plan were it to close on its land sales with the Hawaii government (the $170mn press reported price tag equates to 18% of Dawn’s market cap).

But we already give the company credit for this in our valuation consideration.”

—Goldman Sachs, 5/8/13

“Our $12 fair value estimate values Dole at 11x FY14E FCF/share, including $2 from monetization of its non-core Hawaiian land assets held-for-sale.”

—Janney, 5/3/13

Deutsche Bank (a) Percent float for peers represents market cap weighted average for each sub set. Commodity fruit and vegetable Corporate Banking & Securities peers include Chiquita and Fresh Del Monte. Mid-cap packaged food peers include B&G Foods, Dean Foods, Flower

Foods, Hain Celestial, Hillshire Brands, Lancaster Colony, Pinnacle Foods, Post Holdings, Snyders-Lance and TreeHouse Foods.

(b) Assumes 89.5 million of basic shares outstanding and 35.6 million shares owned by David H. Murdock, representing a public float of 60.3% or $551 million.

Source: Company filings

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Perspectives on alternatives to the proposal

Dawn recently undertook a strategic alternatives review, giving the Special Committee recent insights into potential alternatives

– Limited capacity given investment needs

– Recent business volatility also limits capacity as public company

Large share repurchase / dividend – Already small float for share repurchase

– Dawn trading well above historical and peer valuation levels

– Dawn trades primarily on EBITDA, not clear share repurchase results in value uplift

– Limited portion of non-core assets are monetizable in foreseeable future

– Most assets have been marketed for extended period

Sale of non-core assets to delever / – No buyer at asking price as of yet

return capital

– Tax leakage

– Value already factored into Dawn valuation

– Limited scope of businesses

Sale / spin-off of additional businesses

– Itochu deal shows impact on share price temporary and uncertain

Additional restructurings to streamline – Significant efforts already underway and reflected in share price

business – Previous restructurings have not stemmed margin deterioration

– Limited capacity unless issue equity and dilute current holders

Significant acquisition – Targets primarily smaller, unlikely to move the needle near-term

– Attractive assets expected to be expensive

– Expect limited interest

– Financing considerations if all cash

Sale to / merger with industry competitor

– If stock as consideration – market exposure, lack of additional liquidity, timing

– Regulatory considerations

Sale to / merger with non-industry – Expect limited interest

participant – Time to understand business

– Unlikely to be able to pay 10x+ EBITDA multiple based on historical transactions in commodity

food area

Sale to financial buyer – Significant equity percentage of purchase price / unfamiliarity with business impact ability to pay

– Time to understand business

Deutsche Bank

Corporate Banking & Securities

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Operating Dawn as a private company is the best alternative

As a public company, Dawn would suffer, in the foreseeable future, from:

– A challenging operating environment

– Continued growth and margin pressure

– Volatile earnings in a market focused on short-term performance

As a public company, Dawn has limited strategic options

– Recent strategic actions have only had limited beneficial effect on stock price

– Dawn’s focused portfolio and small size limits further divestiture alternatives

– Sales of non-core assets are longer-term options that are already factored into the share price

– Investment needs and leverage limit near-term flexibility to invest for growth

Operating Dawn as a private company is the best alternative

– Dawn will continue to operate in a challenging, volatile and competitive environment for the foreseeable future

– Investments and operational restructurings are needed to continue to ensure competitive advantage and to position Dawn for future growth, some of which will not show immediate returns

– In this context, Dawn will benefit from operating in a private environment with access to patient, committed capital that is not subject to short-term market demands

– In a private setting, Dawn may also be able to realize tax savings to further enhance cash flows and investment capacity

Deutsche Bank

Corporate Banking & Securities

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Operating as a private company is the best alternative

(continued)

Case study: recent additions to owned vessel fleet

In Q2 ’13, an opportunity arose to acquire new specialty built refrigerated container ships at an attractive price

Dawn conducted an analysis evaluating the benefits of this investment in new vessels vs. other alternatives for transportation

– Dawn evaluated the return on capital of these alternatives, in comparison to the then outstanding share repurchase program

It was determined that acquiring three new built ships would represent the most attractive allocation of capital of the alternatives considered

The decision to purchase the ships was announced on May 28, 2013, concurrent with the indefinite suspension of the Company’s share repurchase program

On the day of this announcement, Dawn’s share price declined 6%

Operating Dawn as a private company provides flexibility to make investment and operating decisions based on long-term strategic goals, whereas the public markets are often focused on the short-term

Deutsche Bank

Corporate Banking & Securities

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Deutsche Bank

Corporate Banking & Securities

Section 2

DHM’s proposal is attractive and compelling


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Attractive and compelling proposal

All cash, premium proposal to shareholders

– Premium being paid on top of near-all time high trading valuation for Dawn At or above equity research analyst 12 month forward price targets

Represents purchase price multiples well in excess of relevant benchmarks

– Dawn historic trading multiples

– Peer trading multiples

– Precedent transactions

Proposal gives credit for significant margin upside from projected 2013E levels

High degree of transaction certainty and ability to move quickly

Markets have recognized the attractiveness of the deal

– Dawn’s VWAP since 6/10/13(a) is $12.57, within 5% of DHM’s proposal

Deutsche Bank (a) VWAP from 6/11/13 to 6/20/13.

Corporate Banking & Securities

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Attractive all-cash premium to market

Proposal price premium

$14.00

$13.00

DHM proposal: $12.00 $12.00

18% 19% share $11.00 per $10.20 price $10.08 Dawn $10.00

$9.00

$8.00

$7.00

Pre-proposal Pre-proposal (6/10/13) 1-month VWAP

Deutsche Bank Source: Factset

Corporate Banking & Securities

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Proposal is at or above analyst 12 month forward share price targets

Research analysts are basing their price targets on a 20%+ improvement of EBITDA on average from 2013 to 2014

The highest share price targets already factored in non-core asset sales and potential M&A optionality

$13.00

DHM offer: $12.00 $12.00 $12.00 share per $11.00 price $10.50 Dawn $10.00

$9.00

$9.00

$8.00

BAML (5/6/13) Goldman Sachs (5/28/13) Janney (5/4/13)

“On lower EBITDA and “…Dawn’s commodity-“Our $9 price objective is cash flow estimates, we cut centric capital allocation based on our 2014 EBITDA our 12-month price target to track record suggests risk… estimate of $165mn and a $10.50 from $11; 7X shareholder alignment 6.5x multiple. The multiple EV/EBITDA multiple (85%) remains strong with huge is in line with the average of and M&A at 8X EBITDA insider ownership… Our peer banana companies (15%).” $12 FVE values Dawn at Fresh Del Monte (FDP) and

—Goldman Sachs (5/28/13) 11x FY14E FCF/share,

Chiquita (CQB).” including $2 from

—BAML (5/6/13)

“…we already give the monetization of its non-core company credit for (the sale Hawaiian of Hawaiian non-core land land assets held-for-sale.” of $170mm) in our valuation —Janney (5/4/13) consideration.”

—Goldman Sachs (5/8/13)

Note: BB&T does not provide a price target.

Source: Research estimates

Deutsche Bank

Corporate Banking & Securities

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The proposal was made at a time when Dawn was trading near its all-time high EBITDA multiple

Average trading multiples(c)

Avg. multiple 1 month 9.8x 6 month 9.1x

1

 

year 8.3x 2 year 7.2x 3 year 6.9x Since IPO 6.7x

Since IPO(a)

11.0x

Pre-proposal(b): 9.8x

10.0x

multiple 9.0x EBITDA 8.0x CY

/

TEV 7.0x Avg. since IPO: 6.7x

6.0x

5.0x

4.0x

12/2/09 5/11/10 10/19/10 3/29/11 9/6/11 2/13/12 7/23/12 12/31/12 6/10/13

(a)

 

Research estimates for Dawn were first reported on 12/2/2009. (b) Based on research estimates.

(c) Trading multiple is calculated as TEV / current year projected EBITDA (i.e. trading multiple for 4/30/2011 would be TEV / 2011E EBITDA).

Source: Factset and research estimates

Deutsche Bank

Corporate Banking & Securities

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Proposal is at a compelling valuation compared to historical trading levels

To match the $12 per share proposal price at

Dawn’s long term average trading multiple of 6.7x, Dawn would need to generate more than $225 million in EBITDA, above levels generated in any year since the IPO

Total enterprise value build Average EBITDA trading multiples(a)

6/10/13 DHM % premium to proposal at

share price proposal

Avg. multiple 11.0x 10.2x

Share price $10.20 $12.00

Shares outstanding 90 90

1-year 8.3x 32% 23%

Market cap $913 $1,082

Net debt 440 440

TEV $1,357 $1,522

2-year 7.2x 52% 41%

2013E EBITDA

Research consensus $139 $139

3-year 6.9x 59% 48%

Management guidance 150 150

TEV / 2013E EBITDA

Research consensus 9.8x 11.0x Since IPO 6.7x 63% 51%

Management guidance 9.0x 10.2x

(a) Trading multiple is calculated as TEV / current year projected EBITDA (i.e. trading multiple for 4/30/2011 would be TEV / 2011E EBITDA).

Source: Factset and research estimates

Deutsche Bank

Corporate Banking & Securities

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Note: This slide contains the following typographical errors identified by Deutsche Bank Securities Inc.: (i) “DHM (research consensus)” should read “Dole (research consensus)” and (ii) “DHM (guidance)” should read “Dole (guidance)”.

 

Proposal is at a compelling valuation compared to peers’ trading levels

TEV / 2013E EBITDA

DHM (research consensus): 11.0x(a)

DHM (guidance): 10.2x(b)

45%—57% premium to

8.6x average

7.5x Peer average:

7.0x

4.9x

Chiquita Fresh Del Monte Fyffes

TEV / 2014E EBITDA

DHM (research consensus): 9.1x(c)

52% premium to peer

7.2x average

Peer average:

6.0x 6.0x

4.8x

Chiquita Fresh Del Monte Fyffes

(a) Represents implied TEV / 2013E EBITDA based on research estimated 2013E EBITDA of $139mm. (b) Represents implied TEV / 2013E EBITDA based on Company guidance 2013E EBITDA of $150mm. (c) Represents implied TEV / 2014E EBITDA based on research estimated 2014E EBITDA of $167mm.

Source: Company filings and research estimates

Deutsche Bank

Corporate Banking & Securities

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Dawn’s operating metrics are most comparable to commodity fruit and vegetable peers

Legend

Dawn(a)

Commodity fruit and vegetable peers CQB Chiquita Brands FDP Fresh Del Monte FYF Fyffes

Mid-cap packaged food peers BGS B&G Foods FLO Flowers Foods HAIN Hain Celestial HRL Hormel HSH Hillshire Brands LANC Lancaster Colony PF Pinnacle Foods POST Post Holdings LNCE Snyder’s-Lance THS TreeHouse Foods

Commodity protein / dairy peers DF Dean Foods JBS JBS SA

PPC Pilgrims Pride SAFM Sanderson Farms SFD Smithfield TSN Tyson

CY2012 – CY2014E revenue CAGR

Mean = 1.8% Mean = 5.8% Mean = 2.3% 16.4% Median = 2.2% Median = 4.9% Median = 2.9%

8.5%

6.6% 5.4%

4.9% 4.9% 4.2%

3.5% 3.5% 3.3% 2.6% 3.3% 2.5% 2.2% 0.8% 0.8% NA 0.7%

(0.3%)

(1.8%) Dawn FYF FDP CQB HAIN FLO BGS HRL POST THS HSH LNCE PF LANC SAFM JBS TSN SFD PPC DF

CY2013E EBITDA margin

Mean = 5.1% Mean = 15.9% Mean = 6.9% Median = 26.3% Median = 13.9% 4.8% 21.9% Median = 6.5% 18.3% 15.8% 14.3% 13.6% 13.2% 12.5% 11.9% 10.8% 10.1% 8.2%

5.8% 6.5% 6.4% 5.5% 4.8% 4.7% 4.9% 3.3%

Dawn FDP FYF CQB BGS POST PF LANC THS HAIN HSH FLO LNCE HRL SAFM PPC JBS SFD TSN DF

TEV / CY2013E EBITDA

Mean = 7.0x Mean = 11.1x Mean = 6.5x Median = 7.5x 14.9x Median = 11.2x Median = 6.7x 11.0x 12.1x 11.4x 11.3x 11.3x 11.1x 10.2x 10.3x 10.2x 9.6x 8.6x 8.9x 7.5x 7.0x 6.7x 6.7x 6.6x

6.4x 5.8x 4.9x

(b)

 

(c) (d)

Dawn Dawn FDP CQB FYF HAIN BGS LNCE HRL FLO LANC PF THS POST HSH SFD JBS PPC DF SAFM TSN Cons Mgmt

Deutsche Bank Note: As of 6/10/13.

(a)

 

Based on research estimates.

Corporate Banking & Securities (b) Calculated as DHM proposal TEV of $1,523mm / LTM research estimated EBITDA of $139mm. (c) Calculated as DHM proposal TEV of $1,523mm / LTM management EBITDA of $150mm.

(d)

 

Smithfield based on unaffected share price as of 05/28/13.

Source: Factset and research estimates

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Fruit & vegetable and similar commodity centric companies sell for lower valuations

On average, the selected transaction targets had EBITDA margins more than 4x Dawn’s EBITDA margin

Annc. date Target Acquirer EBITDA margin TEV / LTM EBITDA

Sep-12 Dole Asia ITOCHU 7.6% 9.0x

Jul-12 Bolthouse Farms Campbell Soup 22.1% 10.2x

Nov-10 Del Monte Foods KKR / Centerview / Vestar 16.9% 8.2x

May-10 Michael Foods GS Capital Partners 14.2% 7.8x

Nov-09 Birds Eye Foods Pinnacle Foods Group 18.2% 8.2x

Jun-08 Caribana Fresh Del Monte 10.5% 8.1x

Feb-07 Pinnacle Foods Group Blackstone 16.3% 9.2x

Oct-05 Bolthouse Farms Madison Dearborn 30.8% 9.3x

Feb-05 Fresh Express Chiquita 9.2% 9.4x

Jul-04 Riviana Foods Ebro Puleva 11.2% 8.9x

Oct-03 Michael Foods TH Lee Partners 13.5% 7.2x

Jan-03 Standard Fruit &Vegetable Fresh Del Monte 5.1% 5.9x

Dec-02 Goodman Fielder Burns Philp 11.3% 6.1x

Sep-02 Dole Food David H. Murdock 9.0% 6.1x

Jun-02 Agrilink Foods (Birds Eye) Vestar Capital Partners 12.8% 7.2x

Oct-01 P&G (Jif & Crisco) JM Smucker 21.0% 7.7x

Aug-01 Fresh Express Performance Food Group 7.4% 7.7x

Apr-01 Dean Foods Co Suiza Foods Corp 8.2% 7.0x

Mean: 13.6% 7.9x

Median: 12.1% 7.9x

Deutsche Bank Source: Company filings

Corporate Banking & Securities

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Broader set of Food & Beverage transactions over the last 18 months

Of the deals in the past 18 months, only 4 were commodity centric transactions with similar characteristics to Dawn; the others were higher margin, value-add businesses

Annc. Date Target Acquirer EBITDA margin TEV / LTM EBITDA

Jun-13 Pirate Brands B&G Foods 22.4% 10.3x

May-13 Smithfield Foods Shuanghui International 5.8% 9.3x

Apr-13 DEMaster Blenders Joh. A. Benckiser 14.5% 18.5x

Mar-13 CSM (Bakery Supplies) Rhone Capital 5.9% 7.0x

Feb-13 HJ Heinz Investor Group 18.0% 13.0x

Jan-13 Unilever (Skippy) Hormel Foods Corp 18.9% 10.0x

Dec-12 Caribou Coffee Joh. A. Benckiser 9.3% 10.2x

Dec-12 Morningstar Foods Saputo Inc 9.6% 9.4x

Nov-12 Ralcorp Holdings ConAgra Foods Inc 12.9% 11.8x

Sep-12 Dole Asia ITOCHU 7.6% 9.0x

Sep-12 The Snack Factory Snyder’s-Lance 10.8% 19.4x

Jul-12 Bolthouse Farms Campbell Soup 22.1% 10.2x

Jul-12 Peet’s Coffee & Tea Investor Group 14.1% 19.5x

Jun-12 Centrale Laitiere Danone 16.2% 13.6x

May-12 Lepage Bakeries Flowers Foods 18.2% 11.1x

May-12 Yoki Alimentos General Mills 15.3% 11.8x

May-12 Lactalis American Group Parmalat S.p.A. 9.4% 10.4x

May-12 Weetabix Bright Food (Group) 26.1% 10.0x

Mar-12 Alaska Milk Royal Friesland Campina 14.2% 10.4x

Feb-12 P&G (Pringles) Kellogg Co 16.2% 11.1x

Mean: 14.4% 11.8x

Median: 14.4% 10.4x

Deutsche Bank Note: Green shading represents recent Food & Beverage deals that have more comparable operating metrics to the commodity based precedent transactions.

Source: Company filings

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High degree of certainty of proposal; ability to move quickly

All-cash proposal at a significant, certain premium

– Shifts all business risks to buyer

Intimate knowledge of the business

– Dawn is a complex, global business

– DHM and advisors able to move quickly through due diligence process

Strong acquisition track record and credibility in the capital markets

– Acquisition of Castle & Cooke, which owned Dawn, in 1985

– Take private of Castle & Cooke in 2000

– Take private of Dawn in 2003

Financing well underway

– Highly confident letter from Deutsche Bank

– Company is well-known by DHM’s financier(s)

– DHM’s existing equity in Dawn affords a lower new-equity commitment than a financial sponsor would be required to fund

No regulatory issues

Ability to move quickly

– Committed to move expeditiously, and sign an agreement before July 31st

– Full team of advisors hired

Deutsche Bank

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Deutsche Bank

Corporate Banking & Securities

Section 3

Timing and proposed next steps


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Proposed timing

Dawn and DHM to enter into confidentiality agreement DHM to provide due diligence list Dawn to provide due diligence information Due diligence review Negotiations of definitive agreement Transaction signing and announcement

June July

24 1 8 15 22 29

Deutsche Bank

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Time is of the essence

DHM is ready to move expeditiously; further softening in financing markets will impact transaction economics

HY technicals have softened over the last few weeks as benchmark treasuries have sold off

HY retail funds experienced back to back sizable outflows of $875 and $4,634 million

The HY indices are off approximately 115 bps since their all-time tight

th

levels reached on May 8

Volatility in the equity and high yield markets has impacted the loan market, with the index widening by 74bps

May Current Delta

HY 4.99% 6.16% 117 bps BB 3.83% 4.81% 98 bps B 4.74% 6.04% 130 bps 10-yr 1.77% 2.08% 31 bps

10-year US Treasury High yield indices

2.20% 6.5%

6.2%

2.10% 6.0% 6.0%

2.07% 5.5%

2.00%

5.0%

1.90% YTW 4.8%

Yield 4.5%

1.80% 4.0%

1.70% 3.5%

1.60% 3.0%

5/1 5/8 5/15 5/22 5/29 6/6

1.50% HY B BB

5/1 5/5 5/10 5/14 5/19 5/23 5/28 6/1 6/6

High yield fund flows Loan indices

$2,000 101.0 $1,000 $789 $474 $376 100.4

$0 100.0

99.6

($403)

($1,000) price

($875) 99.0

($2,000) YTD 2013: -$2.6 bn Bid

YTD 2012: $11.0 bn 98.0

($3,000) 97.9

($4,000)

97.0

($5,000) ($4,634) 5/1 5/8 5/15 5/22 5/29 6/6

2-May 9-May 16-May 23-May 30-May 6-Jun LSTA Loan Index BB Index B Index

Deutsche Bank Source: Factset and research estimates

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Proposed next steps

1. Agree on timeline

2. Enter into confidentiality agreement

3. DHM to provide due diligence information list

4. Dawn to provide due diligence information

5. Parties to begin discussions on definitive agreements

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