For Sale - investo.si

Project Globe
Strictly private & confidential
Overview and
background
Unique opportunity to acquire leading edible oils
and fats producer in Slovenia
■ The transaction represents an opportunity to acquire and own Tovarna Olja Gea d.d.
(„Gea“), the largest Slovenian producer of edible oils and oil-related products
■ A consortium of shareholders intends to sell their 754,857 shares (60.15%) of Tovarna Olja
Gea d.d. as part of consortium’s divestment strategy. KPMG Corporate Finance has been
exclusively appointed to run the sale process
■ Selling 25,751 tonnes of oils and oil-related products, the company generated €27.3 million
in revenues and recorded an EBITDA of €1.1 million in 2014
Key investment
highlights
Comprehensive oil and fats portfolio with well recognized brand infrastructure
■ Gea offers high quality edible oils from EU protected geographical indication pumpkin seed
oil to a large selection of refined vegetable oils to olive oil, and other oils from palm,
soybeans, peanut, macadamia nut, inca, etc.
■ It has a well-recognized brand infrastructure in Slovenia and abroad, where it offers
premium products under Gea brand, and oils for wider consumption under Zvezda and
Cekin brand. All of those are well established brand names synonymous with quality and
tradition
Leading market position, long-standing tradition and award winning business
■ Gea has a roughly 50% market share on the Slovenian market, and is the largest player by
quite a margin. It is further present on Ex-Yu, EU, as well as Asian and North American
markets
■ Being established in 1904, Gea has more than 110 years of tradition and experience in
edible oils production
■ Oils from Gea are tantamount to the highest quality, being awarded with numerous awards
Modern infrastructure, quality control and R&D
■ Gea is equipped with a modern seed oil production technology and uses only top quality
raw materials
■ Quality control in the company is regulated by several certificates (ISO 14001) and
standards (IFS and HACCP) ensuring top quality and environmental awareness
■ Gea’s R&D department focuses on ensuring quality and safety of the products as well as
developing new product lines (e.g. cold-pressed rapeseed oil, and refined peanut oil) to
satisfy ever changing needs and demands of the consumer
With strong presence in high quality premium oils segment, Gea benefits from
healthy food and eco megatrend
■ Gea is particularly strong in high quality premium oils ranging from pumpkin seed oil, to
cold-pressed olive and other vegetable oils
■ The company’s eco-friendly production and health-conscious products make it a natural in
the eyes of the 21st century consumer
Improving profitability and low indebtedness
■ After weaker performance in 2013, Gea has rebounded in 2014 back on the track of robust
growth that is expected to continue in 2015
■ Further, Gea is operating completely free of financial debt
This document is CONFIDENTIAL and its circulation and use are RESTRICTED. © 2015 KPMG poslovno svetovanje, d.o.o., a Slovenian limited liability company and a member firm of the KPMG network of
independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. Printed in Slovenia. The KPMG name, logo and ‘cutting through complexity’
are registered trademarks or trademarks of KPMG International Cooperative (KPMG International).
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Project Globe
Investment opportunity
Brand
architecture and
product portfolio
Brands
Product
examples
Brand
character



Gea edge
Niche premium
edible oils,
including coldpressed oils
Strong brand
recognition
Mayonnaise,
selected ready
made salads
products and
other
complementary
products


Edible oils for
mass
consumption,
food and the
HORECA
industry
Strong brand
recognition with
quality and
tradition


Refined edible
oils
Synonymous
with best
value-formoney
Brand
continuity from
Oljarica Kranj

Refined
vegetable and
sunflower oil
Brand
continuity
from Oljarna
Domžale
Strongest, most recognizable edible oils brands in Slovenia, with the largest
market share
 Premium quality and brand trust
 First-mover advantage on several high-growing niche edible oils markets e.g.
pumpkin seed oil, and cold pressed oils

Awarded with Best Buy award for the
second time and Excellent SME award
 „Štajersko-prekmursko bučno olje“ EU
protected geographical indication
Geographical distribution
Other
2%
Product distribution
9%
16%
EU
20%
91%
2011
Slovenia
78%
Note:
Key financials


Trusted quality
Sales mix

Based on 2014 sales.
84%
2012
Oils & Fats
Note:
24%
17%
76%
83%
2013
2014
Other
Based on quantities sold.
Summary financials
€000
Net sales
EBITDA
EBITDA %
Core net debt
Headcount
2011
32,050
1,993
6.2%
(107)
104
2012
29,418
795
2.7%
1,244
103
2013
24,667
896
3.6%
500
98
2014
27,260
1,080
4.0%
(751)
99
Source: Annual reports.
This document is CONFIDENTIAL and its circulation and use are RESTRICTED. © 2015 KPMG poslovno svetovanje, d.o.o., a Slovenian limited liability company and a member firm of the KPMG network of
independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. Printed in Slovenia. The KPMG name, logo and ‘cutting through complexity’
are registered trademarks or trademarks of KPMG International Cooperative (KPMG International).
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Project Globe
Investment opportunity
Process
considerations
■ The consortium of sellers has appointed KPMG Corporate Finance as the exclusive
financial advisor to the sales procedure. Kirm Perpar Lawyers and attorneys at law acts as
legal advisor to the transaction
■ Subject of sale is the 60.15% shareholding in Tovarna olja Gea d.d., a company quoted on
the Ljubljana Stock Exchange (Ticker: GSBG)
■ Pursuant to Slovene Takeovers Act, the buyer of the 60.15% shareholding is required to
issue a mandatory offer for the purchase of the remaining portion of shares
■ Interested parties will be asked to hand in an indicative bid on the basis of an information
memorandum that shall be provided upon the signing of the Non Disclosure Agreement. A
detailed process letter will outline all further steps of the process
■ Vendor due diligence, data room access and management access shall be granted to a
selected number of investors based on their indicative bids
Contact details
Should you have further questions or are interested to participate in the process,
please feel free to contact:
Nevenka Kržan
Boštjan Malus
Senior Partner
Director
T +386 1 2364 300
M +386 40 223 405
[email protected]
T +386 1 2364 330
M +386 31 626 371
[email protected]
Matic Urek
Sebastian Horvat
Assistant Manager
Associate
T +386 1 2364 332
M +386 41 984 425
[email protected]
T +386 1 4201 141
M +386 40 698 678
[email protected]
KPMG poslovno svetovanje d.o.o.
Železna cesta 8a
1000 Ljubljana
Slovenia
Disclaimer
No representation or warranty, expressed or implied, is or will be given, neither is nor will any responsibility or liability be accepted by the shareholder or any of its officers,
employees or advisors as to the accuracy or completeness of this document. Any liability for the accuracy or sufficiency thereof, or for any errors, omissions or misstatements,
negligent or otherwise, relating thereto is therefore expressly disclaimed.
This document is CONFIDENTIAL and its circulation and use are RESTRICTED. © 2015 KPMG poslovno svetovanje, d.o.o., a Slovenian limited liability company and a member firm of the KPMG network of
independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. Printed in Slovenia. The KPMG name, logo and ‘cutting through complexity’
are registered trademarks or trademarks of KPMG International Cooperative (KPMG International).
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