Industry Focus Consumer & retail - Orbis Partners€¦ · Transaction summary Transaction rationale...

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applications,

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SECTOR SPOTLIGHT

FOODSERVICE

Industry Focus

Consumer & retail

www.clairfield.com

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CONTENTS

▪ RECENT CASE STUDY

▪ INTRODUCTION TO FOODSERVICE

▪ CLAIRFIELD INTERNATIONAL SECTOR EXPERTISE

▪ KEY FACTS ABOUT FOODSERVICE PER REGION

▪ BENELUX

▪ BRAZIL

▪ DACH

▪ FRANCE

▪ ITALY

▪ NORDICS

▪ POLAND

▪ SPAIN

▪ UK

▪ USA

▪ CONTACT INFORMATION

▪ ABOUT CLAIRFIELD

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SECTOR SPOTLIGHT: FOODSERVICE

ADVISOR OF CHOICE FOR CORPORATE CLIENTS (1/2)

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The acquisition of Pier 7 represents the second transaction that ClairfieldInternational has advised for Bidcorp. In 2014, Clairfield International advised onBidcorp’s Italian market entry with the acquisition of Gruppo DAC. Clairfield ispleased to be repeatedly selected as the trusted strategic and financial advisor tointernational clients such as Bidcorp.

Deal team: Albert Schander, Oliver Kolb

acquired a majority shareholding in

Advisor to the buyer

ADVISOR OF CHOICE FOR CORPORATE CLIENTS (2/2)

CLAIRFIELD ADVISED BIDCORP (FORMERLY BIDVEST) ON 2ND PLATFORM

ACQUISITION IN EUROPE

Transaction summary Transaction rationale

Bid Corporation (Bidcorp) of South Africa acquired amajority shareholding in Pier 7 Foods, based in Gröbenzell,Germany, securing entry into the lucrative German foodservice market. The transaction was approved by theGerman Bundeskartellamt (Independent CompetitionAuthority) in July 2017.

The acquisition of Pier 7 Foods accomplishes Bidcorp’sobjective of market entry into Germany. Pier 7 customersinclude well-known restaurant chains and hotels. Bidcorpand Pier 7 Foods will assess other strategic partneringopportunities in the upcoming months. The investment inPier7 Foods in Germany is a further milestone in Bidcorp’sgrowth strategy in Europe and comes on the heels of itsacquisition of the Spanish Guzman Group.

Profile of the companies

Views of the parties

Bidcorp Ltd is headquartered in Johannesburg and was established in 1988. The group operates globally infood services which comprises wholesale distribution of frozen, chilled, fresh, and dry foodstuffs, as well asancillary products, mostly to B2B clients in the HoReCa market (hotels, restaurants, and catering-businesses). Bidcorp is quoted on the Johannesburg stock exchange and generates close to EUR 10 billion inrevenues. The group has significant investments in over 50 businesses and currently has approximately25,000 employees.

Pier 7 Foods Import GmbH was founded in 1998 and headquartered in Gröbenzell, near Munich. Thecompany distributes fresh and frozen food to the food and gastro-hotel industry in Germany and Austriaand has long-standing relationships with carefully selected suppliers. Pier 7 has seven subsidiaries with itsown logistics and vehicle fleet supplying certain areas and works with its cooperation partners coming fromall over Europe. As estimated for 2016, the group generates over EUR 80 million in revenues.

Stephen Bender, managing director of BidCorpFoodservice (Europe) Ltd. and future co-managing director said: “Our investment in Pier7 Foods in Germany is a further achievement inour growth strategy in Europe. We are lookingforward to implementation of our roll-outstrategy for the German market working closelywith Markus and his team.“

Markus Erhart, managing director and founder as well as future co-shareholder said: "I have been in touch with several business unitsof BidCorp over an extended period in order to be certain that Ihave correctly selected my partner, as I intend to proactivelymanage the transition of succession in my business. BidCorp is theright partner for our group for further growth as Bidcorp is veryentrepreneurial and our product portfolios complement eachother cross-border. For both sides service to our clients and highquality are paramount.“

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INTRODUCTION TO FOODSERVICE

Sources: Tradedimensions GV-Markt 2016; Bulwiengesa Market Study; Genios Food Service; Euromonitor International; Daedal Research: Global

Foodservice Market; GIRA Foodservice: Foodservice EUROPE 2018

Foodservice worldwide

▪ Foodservice, defined as the industry serving foodoutside the home (HoReCa), as well as the serviceproviders – food wholesalers, logistics providersand the like – that cater to the HoReCa industry, isa thriving sector everywhere in the world.

▪ Currently Asia Pacific is the world’s leadingfoodservice market, accounting for 43% of themarket share, driven by rising demand in Indiaand China.

▪ Europe is the third largest foodservice marketwith France, Germany, Italy, the UK, and Spain asmajor foodservice submarkets.

▪ Borders between the different market segmentsare becoming increasingly blurred. TraditionalHoReCa suppliers are increasingly challenged byCash & Carry players and Logistics & Transportsegments.

▪ According to a study of 10 European countries,people eat 18% of all meals outside the home.This tendency translates into growingopportunities for producers, distributors,restaurant chains, catering establishments, andother foodservice companies.

▪ Some trends, such as concern for healthy eating,and interest in eating local, fresh, and sustainablefoods, can be tracked throughout the world,however, some trends are more country-specificreflecting the eating habits in the region.

▪ The farm-to-table tendency is observed among allsector players, from supermarkets to Michelin-starred restaurants. Interest in internationalcuisine is another noteworthy trend affecting allcultures.

Foodservice industry trends

▪ The digital economy is transforming the industrywith e-commerce platforms, delivery andautomation technologies, and customer-trackingsystems.

▪ Rising wages mean increased labor costs, which isa concern in the industry, though a moreprosperous workforce also creates moreconsumers.

▪ High competition as well as economies of scaleare very noticeable in the industry, which is one ofthe reasons for consolidation in the industry.

▪ More than ever, foodservice companies and finalcustomers are expecting wholesalers to providethem with quality products.

< USD 50 bn > USD 1 tn

Foodservice markets by sales volume (1)

The total foodservice sales value worldwide is

estimated at USD 3.4 trillion growing at 4.6% p.a. in

2016 and 2017 (est. CAGR 2015-20 is 3.4%), and the

industry is estimated to employ 10.8 million people

(many on a part-time basis).

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FOODSERVICE IN NUMBERS

Source: Comprises M&A deals in the foodservice industry based on Mergermarket classification; Daedal Research: Global Foodservice Market; PR

Newswire Association: Global Foodservice Market 2017-2021; Tradedimensions GV-Markt 2016; Gain Report: Foodservice 2017

€24 billionANNUAL TURNOVER OF THE CONTRACT

CATERING INDUSTRY IN EUROPE

Asia Pacific

North

AmericaEurope

36.4% increase in deal value from

2016 to 2017

Largest foodservice markets

Dairy & Frozen Desserts

20%

Meat, Fish & Seafood

35%Beverages

6%

Bakery 6%

Fruits & Vegetables

12%

Others20%

Foodservice industry worldwide by end customers, 2016

Foodservice companies worldwide: total sales by offered products, 2016

Market

trends

MARKET DRIVERInnovation & customization of food menus

MARKET CHALLENGEFluctuations in commodity prices & rise in labor costs

188Number of worldwide deals

made in the foodservice industry in 2017

Sample of leadingplayers

Company Restaurants

55%

Hospitals18%

Retirement Homes

12%

New Markets (Event Catering)

10%

Schools, Universities

5%

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FOODSERVICE MERGERS & ACQUSITIONS

Source: Clairfield Analysis of Mergermarket Data; “DV” = Deal Value; Note: not all deals include public deal values

Strategic69%

Financial31%

M&A deals in foodservice worldwide (2013 – 2017)

16.221.8

25.6 26.1

35.6

172

195 198210

188

0

50

100

150

200

250

0

5

10

15

20

25

30

35

40

2013 2014 2015 2016 2017

Deal Value Deal Volume

EUR bn #

Note: Comprises M&A deals in the foodservice industry based on Mergermarket classification; Not all companies disclose a deal value;Up to 31.12.2017

Deals by acquiror typeDeals value and volume

Selected recent M&A deals in foodservice & valuation multiples

Announ. Date

Target Target

countryAcquiror

Acquirorcountry

DV(EUR m)

Revenue Multiple

EBITDA Multiple

EBITDA Margin

09/2017 Mila S.A. PL Eurocash S.A. PL 82 0.2x 74.3x 0.3%

07/2017 Stonyfield Farm, Inc. US Groupe Lactalis S.A. FR 768 2.4x 20.0x 5.4%

03/2017 KFC (16 establishments) NL Collins Foods Limited AU 62 1.3x 8.5x 15.7%

02/2017 Zabka Polska sp. z o.o. PL CVC Capital Partners Limited UK 1 296 2.6x 43.2x 6.0%

01/2017 Booker Group PLC UK Tesco PLC UK 4,175 0.7x 20.0x 3.6%

12/2016 SuperDrob S.A. (33% stake) PLCharoen Pokphand Foods Public Company Ltd

TH 50 1.1x N.A. N.A.

11/2016 Autogrill Nederland BV NL Gr8 Investments BV NL 23 0.7x 8.1x 8.5%

10/2016 Dakri Dystrybucja sp. z.o.o. PL Bake & Co., N.V. BE 6 0.4x 5.0x 7.4%

08/2016 Graal S.A. (55.77% stake) PLAbris Capital Partners andprivate investor

PL 51 0.3x 5.8x 5.7%

07/2016Organic Farma Zdrowia S.A. (63% stake)

PL EcorNaturaSi S.p.A IT 9 1.4x 17.5x 4.2%

07/2016 Internatural AB SE Midsona AB SE 86 1.3x 12.5x N.A.

04/2016 DE.AL. s.r.l. IT Marr S.p.A IT 36 0.6x N.A. N.A.

02/2016 Brake Bros Limited UK Sysco Corporation US 2,786 0.7x 19.0x 3.4%

12/2015 Hortigil Hortifruti S.A. BR Partners Group Holding AG CH 69 0.5x N.A. N.A.

12/2015 Vermaat Groep BV NL Partners Group Holding AG CH 390 3.5x N.A. N.A.

11/2015 Findus Sverige AB SE Nomad Foods Limited BVI 701 1.2x 10.6x 11.0%

03/2015 Ad van Geloven BV NLTowerBrook Capital Partners LP

US 264 1.4x N.A. N.A.

02/2015 Drogheria & Alimentari Spa IT McCormick & Company Inc. US 85 1.4x 10.6x 13.3%

Mean 567 1.2x 19.6x 7.0%

Median 82 1.2x 12.5x 5.9%

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CLAIRFIELD INTERNATIONAL

SECTOR EXPERTISE

CONSUMER & RETAIL

9


RELEVANT SECTOR EXPERIENCE

Selected foodservice transactions

REPEAT CLIENT

Australia

was sold to

Norway/ Finland

acquired the seafood division of

Germany

was sold to

South Africa/Germany

acquired a majority stake of

South Africa/Italy

acquired a majority stake of

Italy

acquired

Qua.Ser

UK

was sold to

Australia

was sold to

France

sold

CENTRE FRANCE DEVELOPPEMENT

Norway

was sold to

Selected industry contacts

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CLAIRFIELD INTERNATIONAL SECTOR EXPERTISE

▪ Clairfield International provides advisory services,mainly in cross-border mergers and acquisitions, tomultinational corporations, family-ownedenterprises, and private equity firms. Our focus isthe middle-market segment, designing andexecuting transactions of up to EUR 500 million inenterprise value

▪ High ratio of senior partners and directors to junioremployees ensures that senior team members takean active role in all transactions

▪ Worldwide presence guarantees our clients directaccess to the local knowledge of its regional officeand industry expertise from professionals aroundthe globe

▪ Clairfield International’s consumer goods sectorteam focuses on advisory to midcap clients,whether advising on a growth strategy or onselling a business

WORLDWIDE

PRESENCE

35+OFFICES

20+COUNTRIES

WHERE CLAIRFIELD

IS PRESENT

400+PROFESSIONALS

Brisbane

Hong Kong

Santiago de ChileCuritiba

Sao Paulo

Mexico City

New York

Washington

Miami

AmsterdamAntwerpAtlantaBarcelonaBirminghamBrusselsBudapestCopenhagenDusseldorfFrankfurtGenevaHelsinkiIstanbulLondon

LyonMadrid

MarseilleMilan

MoscowNantes

OsloParis

StockholmStuttgart

Tel AvivVienna

Warsaw

Montreal

Atlanta

194CONSUMER & RETAIL

TRANSACTIONS

CLOSED SINCE 2006

EUR 9 bnCUMULATIVE VALUE OF

CONSUMER & RETAIL

TRANSACTIONS

CLOSED SINCE 2006

▪ Clairfield’s Consumer goods team is chaired byAlbert Schander of Clairfield Germany and GaryEcob of Clairfield United Kingdom. The teamoffers particular expertise in the following areas:

▪ Agribusiness

▪ Branded products

▪ Clothing retail

▪ e-commerce

▪ Foodservice

▪ Seafood

Buy-side35%

Sell-side65%

Financial buyers

44%

Strategic buyers

56%

Consumer & retail expertise

Our locations

SECTOR SPOTLIGHT: FOODSERVICES

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KEY FACTS ABOUT FOODSERVICE IN

BENELUX

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FOODSERVICE INDUSTRY IN BELGIUM

Source: Euromonitor (2017); Business Insider (2017); Market Monitor; National Bank of Belgium (2017)

Current market situation

▪ Food chains remain underrepresented, but aredoing better than independent restaurants.International players remain absent due tovarious factors such as high taxes and Belgianloyalty to traditional gastronomy.

▪ Some new market-shaping trends include thegrowing importance of gourmet fast food playersincluding purveyors of gourmet burgers andpremium pizzas as well as the increasing demandtowards subscription fresh food boxes such asHello Fresh or Simply you, the newly introducedequivalent by Carrefour.

▪ Margins are under pressure in the food serviceindustry due to the high energy costs (affectingmainly the smaller businesses) but moreimportantly because labor costs are more than20% higher than in neighboring countries France,Germany, and the Netherlands.

Top market players in Belgium

Company

Total Belgium

sales 2016 (EUR m)

EBITDA 2016

(EUR m)

Belgium employees

883.2 4.6 399

367.0 N.A. +1,000

319.3 5.6 403.3

165.8 4.4 161.3

157.5 6.4 206

-1.7%-1.9%

-0.8%-1.2%-1.8%

-1.6%-3.5%

-4.9%

-5.9%-6.2%

-4.6%

-2.5%

0.0%0.5%

1.0%0.5%0.8%

2.3%2.8%

Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4

2011 2012 2013 2014 2015

0.4%0.2%

0.0%

-0.1%

0.0%

0.6%0.4%

-0.4%-0.8%

-0.5%-0.5%

0.2%

1.4%

0.7%

0.5%0.4%

0.1%

1.0%1.2%

Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4

2011 2012 2013 2014 2015

Consumption evolution in the Belgian

HoReCa sector

Evolution number of visits

Evolution spending per visit

▪ In 2016, Belgian total sales value of thefoodservice/out of home industry was estimatedat EUR 16.5 billion. The foodservice industry iscomposed of the Horeca industry as well as thewholesalers supplying to the HoReCa industry.

▪ The FSR channel (full service restaurant), thelargest foodservice channel, accounts for 36% ofthe foodservice industry. During the 2014-2016period it grew at a CAGR of 3.4% and is forecast togrow at a CAGR of 3.8% during the 2016-2021period.

▪ The QSR channel (Quick Service Restaurants)accounts for 8% of total revenue generated andhas grown at a CAGR of 3.0% between 2014 and2016 and is forecast to grow at a CAGR of 3.2%during 2016-2021.

▪ While the FSR market is highly fragmented, abouta third of the QSR market generates 56.4% of thechannel revenue (with Panos, subsidiary of LaLorraine Bakery Group, being the largest QSRoperator). Although just 31% of QSR outlets areowned by chain operators, they generate 56% ofthe channel revenue. Panos is the largest QSRoperator by a substantial margin, representing18% of the channel’s value.

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FOODSERVICE INDUSTRY IN THE NETHERLANDS

Top market players in the Netherlands


CompanyTotal Dutch sales 2016

(EUR bn)Dutch employees

Dutch wholesale marketshare (%)

2.8 6,571 24%

2.5 876 13%

0.7 1,469 11%

0.8 2,818 8%

ca. 0.6 5,000 6%

5.0 4.9 4.9 5.1 5.3

3.2 3.2 3.2 3.2 3.3

2.6 2.5 2.4 2.5 2.5

2.3 2.3 2.3 2.3 2.4

1.8 1.8 1.8 1.8 1.81.6 1.6 1.7 1.7 1.81.2 1.2 1.2 1.2 1.3

17.9 17.5 17.5 17.9 18.4

0.0

5.0

10.0

15.0

20.0

2012 2013 2014 2015 2016

Recreation

Hotels

Cafés

QuickrestaurantsOn-the-go

Catering

Revenue development of foodservice sectors (EUR bn)

Future strategic market developments

▪ According to a research report by ABN AMRO, theDutch food service industry is forecasted to have a2.3% growth in 2017 and a 2% growth in 2018.

▪ The growing need for a quick meal is not only met bythe traditional QSR but also by lunchrooms and by newfood concepts that “go organic” and/or “go healthy”.

▪ With the digital age, traditional supermarkets arebeing disrupted by a surge of food delivery services(ready meals or meals to prepare). As a response, foodretailers are starting to implement foodservice /“horeca light” concepts at their own supermarkets,e.g. the 2nd largest Dutch supermarket chain Jumbotaking over La Place restaurants and introducing thisconcept at their own supermarkets and manycompetitors introducing comparable concepts.

Source: Foodservice markt, Foodstep (2016); Foodservice in beweging, ING (2016); Financial reports (2016), CapitalIQ, Foodservice Beleidsmonitor (2017); Parent companies: Lekkerland AG

(Lekkerland), Bidcorp (Deli-XL), Sonah (Hanos), Metro (Makro). Sligro also offers food retail through EMTE and Makro provides also non-food; Foodservice Insights, ABN AMRO (2017)

▪ The Dutch foodservice / out of home marketgenerated sales of EUR 18.3 billion (based onfood, beverage, and tobacco spending) in 2016,showing positive 2.7% year-on-year growth.

▪ All top five players (see table below) are active asfoodservice wholesalers. The wholesale market ishighly concentrated and characterized byconsolidation and scale up, where approximately80% of the market belongs to the top ten players.In contrast, the market with companies servingthe out-of-home end consumer like hotels,restaurant and caterers is still highly dispersed.

▪ Hotels, restaurants and quick service restaurants(QSRs) are showing steady volume growth due toincreasing consumer confidence and increasingnumber of tourists. On-the-go service conceptsare also gaining popularity due to larger mobilityand less fixed working hours.

▪ The catering workforce is decreasing andincreasingly becoming characterized by flexiblelabor. In contrast, catering revenues areincreasing due to much higher pricing (50%increase during 2006-2016 compared to inflationof only 17%).

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MAJOR FOODSERVICE TRANSACTIONS IN BENELUX

TargetTarget

DescriptionTarget

CountryAcquiror

Target Revenues(EUR m)

TransactionRationale

Lunch Garden SNCOwner and operator of a chain of self-service restaurants

BE Gate Invest 52.0The deal enables the opening new locations and stimulating further growth.

Icelandic Gadus NVProcessor and distributor seafood

BE

Seamark Seafood, FishproductsIceland, and Akur(PE)

83.0

The transaction will enable investors to further promote sales and marketing of high quality seafood in Belgium and Central Europe as well as provide investors an opportunity to grow internationally and promote the image and value of Icelandic seafood in Central Europe.

ISPC International SA

Company engaged in thewholesale of food productsto the catering and hospitality industry

BE Sligro Food Group 84.9

The acquisition will be a catalyst in the growth of Sligro’s current market segments and to expand its branch network in other Belgian cities.

Frigilunch NV

Providor of frozen ready meals for food companies, cafes, hotels, restaurants, companies, and institutions

BE

Marfo Food Group BVVan LanschotParticipaties

20.3

The acquisition will strengthen Marfo Food’s position in the frozen meal food market and increase market segments for Marfo Food. Post acquisition, Frigilunch will become the part of Marfo Food Group and both the companies will operate independently under their own names.

Adriaens NVBelgium-based company engaged in the slaughtering and processing of beef

BE Veviba N.A.The transaction will enable Veviba and Adriaens to strengthen their business in the Belgian slaughterhouse market.

JAVA Foodservice

Belgium-based foodservice company: institutional and company catering market segments and several hotel chains

BE Sligro Food Group 129.0

The acquisition will enable Sligro Food to become the leading player in the Belgian foodservice market. The acquisition will immediately contribute to Sligro Food’s earnings per share.

KFC (16 establishments)

Operator of a fast food chain

NLCollins Foods Limited

47.2 (‘15)

The Netherlands is a highly attractive market which is underpenetrated for KFC restaurants and the acquisition portfolio is a high quality business which is growing and generates strong margins.

Autogrill Nederland BV

Manager of restaurants, hotels and coffee stores

NL Gr8 Investments BV 33.0The acquisition enables a new operational concept of medium-priced hotel offering with the emphasis on automated efficiency

Monterroio BV Food distribution company NLSociedade Francisco Manuel Dos Santos

N.A. N.A.

Just-Eat Benelux BVProvider of food ordering and delivery services

NL Takeaway.com BV N.A.

Takeaway.com strengthens its position in the Benelux, in line with the strategy to expand its leadership positions in the European market.

La Place BVOperator of restaurants chain

NLJumbo Supermarkten BV

150.0The deal enables the bidder to gain more market presence in the food service industry as a hospitality specialist.

Source: Mergermarket

▪ For information on transaction values, please contact the local Clairfield expert (page 43).

M&A transactions 2016-2017


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BRAZIL

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KEY FACTS ABOUT FOODSERVICE IN BRAZIL

Source: Nielsen

Distributor40%

Wholesale with Delivery35%

Cash and Carry21%

Others4%

Company Sales (EUR m) Employees

Industry

10,254 111,868

4,778 45,000

2,247 19,000

1,575 7,200

Cash and Carry

412 3,122

406 2,031

340 1,713

293 1,770

Food Distribution

323 1,200

300 N.A.

253 N.A.

228 1,000

344379

410436

466

136 131 132 117 122

2012 2013 2014 2015 2016

BRL EUR


Top players in Brazil Segments

Consumer market (billion)

▪ The Brazilian foodservice market in 2016, including restaurants, was EUR 122 billion.

▪ The percentage of food eaten out of the home is 34%. This number will increase in the coming years for thefollowing reasons:

− Growth of 2x per capita income by 2036;

− Increasing participation of women in the labor market;

− Population growth: Brazil should reach a population of 227 million people by 2036;

− Market development, both on the supply side and on the demand side;

− Strong trend towards healthy food (very fragmented market full of small companies).

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TargetTarget

DescriptionTarget

CountryAcquiror



Popeyes Louisiana Kitchen

Restaurant chain USA3G Capital/ Restaurant Brands International Inc.

229

The Popeyes acquisition adds a successful and highly regarded brand with high consumer loyalty to RBI, one of the largest companies in the world.

Vigor Alimentos SA Food producer BRGrupo Lala, S.A.B. de C.V.

667Lala, a Mexican company, acquired Vigor to expand its business in Brazil.

Hortigil Hortifruti S.A. (60% stake)

Retail company of fruit and vegetables

BRPartners Group Holding AG

394

Partners Group intends to maintain the expansion of Hortifruti’s network. Pursuant to the transaction, former members Hortifruti will remain close to the company. Partners Group now owns 100% stake in Hortifruti.

OK Superatacado (Serrano Distribuidora SA)

Wholesale chain BR Arlon Group LLC N.A.

Arlon has completed a 35% acquisition of the remaining shares of OK Superatacado, Arlon intends to maintain the investment for about 7 years.

RussiSupermercados

Supermarket/wholesale Chain

BR Grupo Ricoy 263

Russi Supermercados was one of the leading supermarket chain in the country side of the state of São Paulo. In the past 5 years, Russi was facing financial issues, Grupo Ricoy sóthe opportunity to grow the business and acquired Russi Supermercados.

International Meal Company (IMC)

Restaurant holding BR Multiple Investors 395The Advent Private Equity firm, sold the 73% remaining shares of the IMC for multiple investors.

Taco Bell Brazil Restaurant chain BR Daniel de Jesus N.A.

With the purchase of 20% of the company for USD 50 million, the investment will serve to expand the company. Taco Bell Brazil already has 17 units (all of them situated at São Paulo), the goal is to reach 1000 stores in Brazil in the next ten years.

MAJOR FOODSERVICE TRANSACTIONS IN BRAZIL





18


DACH

(Germany, Austria, Switzerland)

19


KEY FACTS ABOUT FOODSERVICE IN DACH

Source: Tradedimensions GV-Markt 2016; Bulwiengesa Market Study; GAIN Report; METRO International Supplement; Genios Food Service

Top players in Germany

Company Sales 2016 (EUR m) Market share in DE (%)

2,083 11.4%

2,966 14.3%

5,447 28.7%

3,661 16.8%

586 0.6%

Foodservice market share

by category 2016, %

Wholesale delivery

57%

Cash & carry19%

Logistics provider

5%

Direct sales from producers

10%

Retailers9%

Turnover share of the Foodservice industry

by production 2016, %

Meat products

20%

Various food products

16%

Drinks15%

Dairy products

13%

Bakery & farinaceous

products12%

Animal feed7%

Processed food & vegetables

6%

Oils & fats5%

Grain mill products & starch products

4% Fish products2%


▪ The stabilization of the euro exchange rate easesthe strain on wholesale & production sectors inSwitzerland. Pressure on domestic prices islessening, and opportunities abroad areimproving.

▪ In Austria and Germany, demand remains intactand stable, whereas Switzerland felt the effects offalling sales as well as weak domestic demand,and the inability to pass on rising costs and lostexport sales.

▪ Particularly in Germany and Austria, the trend istowards consolidation of wholesale & foodservicedistribution businesses with 41 transactions inGermany from 2000 to 2016 and an averageEBITDA multiple of 9x-10x.

▪ The foodservice sector is showing resilience to theeconomic downturn with an increase of 6.3% in2016. There was a rise of 7.4% in foodwholesaling, 4.7% in food manufacturing and14.6% in non-residential catering. Food retailingchanged little at 0.4%.

▪ In the subsegments, the quick service andmotorway catering make up about four-fifths ofthe sales of top 100 food service companies.

▪ The foodservice industry is one of DACHsstrongest industrial sectors in terms of turnoverand number of employees.

Note: Comprises sales generated only from the segments related to foodservice

20


MAJOR FOODSERVICE TRANSACTIONS IN DACH


TargetTarget

DescriptionTarget

CountryAcquiror



Huegli Holding AG

Engaged in the development, production and marketing of a wide range of foods and food products.

CH Bell Food Group AG 327.8

The takeover of Huegli Holding AG leads to numerous synergies and cost-cutting potential, the expansion of the product range, but also to a slight increases in the profit margin

Zanini SA Switzerland-based winery CHTransGourmetHolding AG

35.0

With the merger, the entrepreneurs want to offer their employees a long-term perspective and make optimal use of the synergies of both companies

Metro AGWholesale, food, logistics, IT and real estate business

DEMETRO AG (shareholders)

37,496.0

The board of METRO AG is preparing the creation of two independent and sector focused companies through a demerger of the group.

Team Beverage AG (70% Stake)

Distribution, purchasing, marketing and service platform for the beverage industry

DETransgourmet Deutschland GmbH & Co. OHG

1,300.0

The entry of Transgourmet into the beverage market should meet increasing customer need for more performance and fewer contact partners.

Pier 7 Foods Import GmbH

Distributor of food to the gastro-hotel industry

DEBid Corporation Limited

48.3The acquisition of Pier 7 Foods accomplishes Bidcorp’s objective of market entry into Germany.

Guzman Gastronomia, S.L. (90% Stake)

Company engaged in distributing and delivering food to gastro-hotel industry

ESBid Corporation Limited

100.0

The acquisition is in line with Bidcorp’sstrategy to expand its footprint into geographies which offer solid growth in the food services market. It will enable Bidcorpto position itself as one of the leading foodservice companies in south-west Europe.

International Food Cooperation Germany GmbH

Wholesaler of food, beverages, and tobacco

DE BIP Holland B.V. 25.7

With the takeover of IFC, BIP Germany is securing one of the German market leaders for licensed confectionery and strengthening its own German business.

Bresc B.V.

Company specialized in the development, production and sales of chilled garlic and herb products

NL Huegli Holding AG 12.0This acquisition is in line with expanding Huegli’s culinary competence in the fast-growing foodservice segment.

RUNGIS Express AG Wholesaler of fresh foods DE Ceconomy AG 130

The acquisition will enable Ceconomy to realize their wholesale business expansion plans in Germany and to further expand their food service distribution concept.




21


FRANCE

22


KEY FACTS ABOUT FOODSERVICE IN FRANCE

▪ In 2016, the French foodservice sector showed resilience to the economic downturn with a 0.7% increase, after3 consecutive years of decrease between 2013 and 2015.

▪ In 2016, The French foodservice market reached an estimated value of EUR 54.6 billion.

▪ In France, around 4,000 companies serve the HoReCa companies and are divided into 5 main segments (Cash &Carry, Logistics & Transport, Wholesales & Delivery…).

▪ Some companies active in the foodservice distribution are focused on a specific segment (for example STEF isspecialized in Logistics & Transport) but other companies are active in several segments.

Main segments of the foodservice distribution market

“Full line” wholesalers

Traditional wholesalers

Specialized wholesalers

Cash & Carry

Logistics & Transport

Foodservice distribution market

Key players in the foodservice market in France

Source: «Le marché de la restauration hors domicile sort du tunnel avec le retour de la croissance après 3 années consécutives de recul» (NPD, 2017); «Les fournisseurs de la restauration hors foyer»

(Xerfi, 2015); «Les grands défis des fournisseurs de la restauration à l'horizon 2020» (Xerfi, 2017); «Etude de la distribution sur le marché Food service France» (Gira)

Company SegmentRevenue (EUR bn)

Foodservice 22

Foodservice 17

Beverages 9

Cooperative 5

Cereal processing 5

Foodservice 4.8

Foodservice 4.4

Wholesale & delivery 3.6

Foodservice 3

Logistics & Transport 2.8


23


KEY FACTS ABOUT FOODSERVICE IN FRANCETOP 20 FOOD & BEVERAGE DISTRIBUTION NETWORKS FOR FOODSERVICE INDUSTRY

Source: Top 20 des réseaux de distribution alimentaires et boissons en RHD en 2014 (Tokster, 2015)

Rank CompanyRevenue (€m)

Staff ShareholdersWarehouses & Logisticplatforms

Customers Products

1Metro Cash & Carry France

4,306 (2016)

9,500 Metro Group 93 warehouses & 20 platforms 1,000,000Fresh and frozen products, grocery

2GroupePomona

3,600 (2016)

8,600 Family Dewavrin 140 sites 150,000Fresh and frozen products, grocery

3 France Frais1,495 (2014)

3,540Les Maîtres laitiersdu Cotentin

103 companies 70,000 Dairy products

4 C101,330 (2014)

3,500Members of the network

240 warehouses & 1 platform 90,000 Beverage

5Transgourmet France

1,170 (2015)

3,900 Swiss Coop 35 warehouses & 20 platforms 65,000 Grocery

6Martin Brower France

1,110 (2014)

774 Reyes Holding7 distribution centres & 1 platform

N.A. Logistics services

7 Promocash1,070 (2014)

N.A. Carrefour 138 stores & 11 drives 320,000Fresh and frozen products, grocery

8 Creno970

(2014)2,500 Cooperative

Companies: 39 (fruits & vegetables) and 17 (seafood)

N.A.Fruits, vegetables, seafood (fresh)

9 Distriboissons990

(2015)N.A. Cooperative

73 companies, 135 warehouses & 1 platform

60,000 Beverage

10France Boissons

940 (2014)

2,682 Heineken 14 platforms & 78 warehouses 56,500 Beverage

11 Brake France732

(2016)2,000 Sysco 45 platforms 45,000

Grocery, meat, seafood, vegetables

12 Davigel637

(2016)2,922 Sysco 13 regional centres 70,000 Frozen products

13 Pro à Pro645

(2014)1,700 Metro Group 20 warehouses 30,000

Grocery, meat, seafood, fresh products

14Relais d’Or Miko

578 (2014)

670 Pomona 17 members, 56 sites 84,300 Frozen products

15Back EuropFrance

557 (2014)

1,600 Cooperative 43 companies 36,000 Grocery & Snacking

16 Hexagro500

(2014)3,000 Cooperative 26 members & 35 warehouses N.A.

Fresh & frozen vegetables and seafood

17 Gedal300

(2014)400 N.A. 29 members & 37 warehouses 25,000 Grocery

17 Réseau Krill300

(2014)1,000 Groupe Even

8 companies, 18 platforms & 30 sites

35,000Fresh & frozen products, meat

19 DGF220

(2016)1,000

21 CentralePartners

25 distributors in France & 83 worldwide

15,000 Bakery products

20 Carigel250

(2014)N.A. Sysco 14 members N.A. Frozen products

24


MAJOR FOODSERVICE TRANSACTIONS IN FRANCE

Source: Mergermarket; CFNews

TargetTarget

DescriptionTarget

CountryAcquiror



Financière Turenne Lafayette (canned food division)

Brands: Conserverie du Languedoc, Julien Mack, Soulié Restauration, William Saurin Garbit, etc.

FR Cofigeo; Arterris 324Financière Turenne Lafayette filed for insolvency in June 2017.

St Hubert

Supplier of chilled, frozen and ambient products to retail and food service customers

FRBeijing SanyuanFoods Co.; FosunInternational

126Sanyuan and Fosun will benefit from St Hubert's healthy foods and technological innovations.

Labeyrie Traiteur SUrgeles

Manufacturer of frozen foods

FRAjinomoto Foods Europe

50

The transaction will enable Ajinomoto to expand and enhance its business operations for frozen foods in France and accelerate its growth.

Stonyfield Farm Producer of organic yogurts US Groupe Lactalis 351The consideration represents 20 times the EBITDA of Stonyfield in 2016.

René LaurentDevelopment, production and marketing of flavors and natural extracts

FR Frutarom 12

René Laurent's activity is synergetic with Frutarom's activity in the field of flavors and in line with Frutarom's rapid growth strategy.

Ready Pac FoodsProducer of salads, fruits, vegetables and snacks

US Bonduelle 760This acquisition will help fuel the growth of both companies in the fresh food space.




25


ITALY

26


KEY FACTS ABOUT FOODSERVICE IN ITALY

Sources: Aida BvD; Market trend report issued by Formind S.r.l.

▪ The foodservice market in Italy has recorded a further growth in 2016, driven by the increasing habit of theItalians to go out for lunch and dinner.

▪ Every year, the Italians spend more than EUR 200 billion on food out of which about 35% is spent in bars andrestaurants.

▪ Over the last 10 years, the Italian food & beverage on offer more than doubled and new bars and fast-food placesare located in transport hubs such as railway stations and airports.

▪ The foodservice market reflects this trend and has more than 3,890 independent food distributors with a marketvalue of about EUR 8.6 billion.

▪ The five main providers are adapting their product range to new market requirements:

− highly customizable products for both collective and retail food service;

− complete selection of products: fresh and frozen food, long-life products, beverages;

− provision of catering services and solutions for several circumstances;

− well organized distribution network;

− choice of branded and non-branded products.

Top 5 players

Company Sales 2016 (EUR m) Employees

1,481.0 845.0

922.8 3,208.0

286.8 230.0

182.2 230

138.5 141.0

Out-of-home market 2016, %


Food; 75%

Beverage; 25%

27


TargetTarget

DescriptionTarget

CountryAcquiror



D.I.MAR. S.r.l.

Italy-based company engaged in the distribution of fish and frozen fish products

IT

Edmond de Rothschild Investment Partners, S.A.S.

80.0The PE fund acquired DIMAR in a management buyout auction to support the business expansion of the company.

Fruttital Firenze S.p.A.

Italy-based company engaged in wholesale distribution of fresh fruits and vegetables

IT Orsero S.p.A. 40.9

The transaction is in line with the Orserogroup's strategy to strengthen the distribution of fresh fruit and vegetables in Southern Europe and expand the activities of the acquired company.

Tramezzino Itì S.r.l.Italy-based company engaged in providing food delivery services

IT

Gruppo Argenta S.p.A., Kohlberg Kravis Roberts & Co. L.P., Motion Equity Partners

4.4

This acquisition will allow Gruppo Argenta to develop the Foodies brand by opening 50 new branches under the brand nameFoodies.

DE.AL. S.r.l.

Italy-based company engaged in distribution of food products to the foodservice sector

IT Marr S.p.A. 56.6The acquisition will strengthen Marr's presence in the mid-Adriatic area and will enhance the service offerings.

MAJOR FOODSERVICE TRANSACTIONS IN ITALY

Source: Mergermarket; FactSet




28


THE NORDICS

29


KEY FACTS ABOUT FOODSERVICE IN THE NORDICS

Source: Euromonitor

Turnover share of the consumer foodservice industry by country in 2016, %

Denmark; 20%

Sweden; 42%

Norway; 21%

Finland; 17%

2016 distribution

Consumer foodservice market share bycategory in 2016, EUR m

0

5,000

10,000

15,000

20,000

25,000

30,000

35,000

2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021

Scandinavian consumer foodservice market

DK SE NO FI

Top 5 players

Company Sales 2016 (EUR m) Employees

603 N.A.

560 847

421 N.A.

373 717

270 N.A.


▪ The foodservice sector has recovered from the economic downturn and is growing in all Nordic countries. It isexpected to continue towards 2021 with CAGR of 3% in total. This reflects a general trend where consumers arespending more time out of their homes and less in their own kitchens.

▪ As the catering business/foodservice supports the consumer food business and is thereby linked directly to thedevelopment of consumer food service, companies in this sector have also experienced growth. At the sametime food retail is selling more ready-to-go food than ever.

▪ The market is attractive right now as investors are seeking business areas with resilience in case we areapproaching a slower period again soon.

30


TargetTarget

DescriptionTarget

CountryAcquiror



Grambogård A/SManufacturer of high end meat and dairy products

DKFoodService Danmark A/S

7 Access to prime meat products and dairy.

SR Food A/SManufacturer of meat and pastry products

DK Dragsbæk A/S 8 Access to pastry products and more.

Clafra ABAndys Fruit – supplier of fresh fruit

SEMenigo Foodservice AB

25 Increase in fresh food.

Eurocash Food AB 7 large B2B food stores SEAxfoodAB/Norgesgruppen

95 Access to bigger marketshare in Sweden.

Skagen Food Distributor of fish products DK Dansk Supermarked 133 Access to 19,000 online customers weekly.

Internatural AB Kung Markatta and Helios SE Midsona AB 64 Increase share organic food.

Matse Holding ABmat.se – online delivery of weekly food boxes

SEAxfoodAB/Norgesgruppen

30 Increased access to online B2C market.

Grøn Fokus Ecology products DKFoodService Danmark A/S

8 Expand into organics.

Rynkeby Foods A/SLargest manufacturer of juice in Denmark

DKEckes-Granini Group GmbH

95Arla (Dairy) was looking to divest their juice company.

Västkustfilé AbProducer and distributorfish products

SE Insula AS 30Consolidation/increased presence in Sweden.

Dk-Food's A/SLeading manufacturer and distributor of pepperoni

DK Maj Invest Equity 20Leading manufactorer of pepperoni high growth.

O. Kavli A/S Drinking products DKOrkla Foods Danmark A/S

24 Expand into drinking products.

Ch Interfrugt A/S Organic fruit DKFoodService Danmark A/S

13 Parent company of Grøn Fokus.

Kaivonliha Kaunismaa Oy

Beef processing and wholesale

FI Atria Oyj 43 Complement Atria’s beef product range.

Lagerberg i Norjeby Ab

Producer of chicken products

SE Atria Oyj 30 Enter poultry business in Sweden.

Paimion Teurastamo Oy

Beef slaughterhouse FI HKScan Oyj 14Strengthen HKScan’s position in the beef market.

Frebaco Kvarn ABBreakfast cereals and other grain products

SE Oy Karl Fazer Ab 29 Increase oats production capacity.

Västkustfilé AB Fish products SE Insula AS 25 Strengthen position in Sweden.

MAJOR FOODSERVICE TRANSACTIONS IN THE NORDICS

Source: Mergermarket; Capital IQ




31


POLAND

32


KEY FACTS ABOUT FOODSERVICE IN POLAND

Source: Statistics Poland; Polish Investment and Trade Agency

Turnover share of the foodservice industry by product, %

Meat products

28%

Various food products

17%Dairy products15%

Drinks11%

Fruits & vegetables

8%

Animal feed7%

Bakery & farinaceous products

6%

Fish products4%

Grain mill products & starch products

3%

Oils & fats2%

HoReCa industry suppliers type, %

77%

25%

12%6% 3% 2% 1%

Wholesale (withdelivery)

Direct fromproducer

Makro Cash&Carry Wholesale (withoutdelivery)

Selgros Cash&Carry Food market Eurocash

CompanySales 2016

(EUR m)Employees

765 3,200

574 1,100

N.A. 10,900

110 500

5,072 9,340

Top players in Poland


▪ In recent years the foodservice sector in Poland has been systematically growing. In 2016, this market grew by7%.

▪ Polish society is becoming more wealthy, which drives foodservice and related industries.

▪ The foodservice industry belongs to the most important sectors of Polish economy.

33


TargetTarget

DescriptionTarget

CountryAcquiror



Mila S.A. Supermarket chain. PL Eurocash S.A. 344The transaction is in line with the Eurocash's strategy to build nationwide supermarket chain.

Pini Polska sp. z o.o.Meat processing and packaging plant

PLSmithfield Foods, Inc.

1,104The acquisition of Pini Polska has increasedSmithfields‘s production and export capabilities of quality meat.

Zabka Polska sp. z o.o.

Convenience stores chainowner and operator

PLCVC Capital Partners Limited

1,468The acquisition will help Żabka to capitalize on growing market opportunities and enhance the existing store network.

SuperDrob S.A. (33% stake)

Poultry producer PLCharoen PokphandFoods Public Company Ltd

230With this transaction CPF intends to invest in the Polish market and gain access to its distribution channels.

Graal S.A. (55.77% stake)

Listed on the WSE frozenand chilled food producer.

PLAbris Capital Partners and privateinvestor

223This transaction allow Abris Capital Patnersand private investor to delist the companyfrom the Warsaw Stock Exchange.

Dakri Dystrybucja sp. z.o.o.

Bakery products productionand distribution

PL Bake & Co., N.V. 15Through this transaction Bake & Co N.V. hasenlarged its portfolio.

Organic Farma Zdrowia S.A. (63% stake)

Organic food retail chain PL EcorNaturaSi S.p.A 21The acquisition will help Organic Farma Zdrowia in development and will acceleratethe expansion of the Polish market.

Nordfish-Foodmarksp. z o.o.

Fish products producer PL Lisner sp. z o.o. 39The transaction will strengthen Lisner’s position on the Polish market.

QFG sp. z o.o. (60% stake)

Producer of poultry, beefand pork based products

PLHighlanderPartners, L.P.

27The transaction will allow QFG furtherdevelopment and production enhancement.

MAJOR FOODSERVICE TRANSACTIONS IN POLAND





34


SPAIN

35


KEY FACTS ABOUT FOODSERVICE IN SPAIN

Source: Ministerio de Agricultura, Alimentación y Medio Ambiente

Top 5 players in purchasing groups

Company Sales (EUR m)

13,795.0

400.0

385.2

282.7

189.0

63%54%

23%21%

4%

9% 9%

3% 5%

4% 5%

2008 2013

Other retailers Self Service

Cash & Carry Manufacturer

Multicategory Distributor Specialist Distributor


▪ Clients are requesting more complex services to logistics operators and increasing the number and frequency oforders while reducing their size, and concentrating their Iberian market contracts into larger operators whooffer full coverage in the Iberian market.

▪ Food producers and distributors insist on higher quality standards through the whole distribution chainrequesting more stringent quality controls and traceability from logistic operators.

▪ Domestic food producers are increasing exports in order to compensate for a decrease in the domestic market,representing an opportunity for logistics service providers.

▪ Food exports are growing in the range of 5%-10%.

▪ The largest multinationals have domestic coverage but generally are focused on large retailers with limitedreach and do not offer complex services.

▪ Food retailers are demanding advanced logistics methods (“just in time”), forcing food manufacturers andintermediaries to choose between investing in installations or outsourcing logistics services to specializedlogistics service providers.

▪ Some segments in the food market such as wholesalers are starting to see the potential benefits of outsourcingtheir logistics operations.

▪ Independent Hospitality: Most of the expenditure in HoReCa supplies is concentrated in Distributors /Wholesalers.

▪ Organized Hospitality: Except the drinks, where purchases are made directly through the manufacturer, the restof products for the majority of these groups are obtained through a logistics operator.

Suppliers market share (% of the total)

36


MAJOR FOODSERVICE TRANSACTIONS IN SPAIN


TargetTarget

DescriptionTarget

CountryAcquiror



Amer Gourmet SLImport and distribution of alcoholic beverages

ES Destilerias Mg SL 4.7

This majority stake transaction expands Destilerias Mg SL's global presence and enhances the portfolio of brands and distribution channels of the company in Spain.

Cermol 79 SA Supermarket chain ESGrupo Uvesco SL (IFA Española)

59.9

The acquisition strengthens the operations of BM Supermercados, the supermarket chain of Grupo Uvesco SL. The transaction is a result of the insolvency situation and auction process for "Gigante Supermercados" (Cermol 79).

Consorcio de Jabugo SA (Agrolimen SA)

Producer and marketer of Iberian pork products

ES

Grupo Osborne SA (Shanghai FosunIndustrial Investment Co. Ltd.)

25.0The acquisition allows Grupo Osborne to increase turnover by more than 30%.

Guzmán Gastronomía SL

Processor and distributor of fresh and frozen fruits and vegetables

ES Bid Corp. Ltd. 100.0

The acquisition (90%) is in line with Bidcorp’s strategy to expand its footprint into geographies which offer solid growth in the food services market. It will enable Bidcorp to position itself as one of the leading foodservice companies in south-west Europe.

Hermanos Fernandez Lopez SA

Distributor of fruits and vegetables

ES Orsero SpA 170.0

Orsero SpA acquired the remaining 50% stake not yet owned. The acquisition enables Orsero SpA to enhance its portfolio of existing business.

Eroski (Rockspring Property Investment Managers LLP)

Supermarket chain ES Grupo Lar SA 5,490.0

Grupo Lar SA acquired 22 EroskiSupermarket from Rockspring Property Investment Managers LLP for EUR110.7 million. The acquisition enhances the business portfolio of Grupo Lar SA.

Turolinnova SLWholesaler of frozen fish and other products

ESProductos Congelados Selectos 3000 SL

2.1 N.A.




37


THE UK

38


KEY FACTS ABOUT FOODSERVICE IN THE UK

Source: IGD Research 2017; Mintel

Company Sales 2016 (GBP m) EmployeesMarket share in the

UK (%)*

3,295.0 12,418 18%

5,327.9 13,533 16%

2,360.0 8,990 15%

432.1 >1,000 6%

288.1 >1,000 4%

Top players in the UK

*Market share relates to foodservice element of total sales.

Delivered foodservice – % growth by category, 2016

-3.0%

-2.0%

-1.0%

0.0%

1.0%

2.0%

3.0%

4.0%

5.0%

Am

bie

nt

Foo

d

Ch

illed

& F

resh

Fo

od

Fro

zen

Fo

od

Soft

Dri

nks

Alc

oh

olic

B

ever

ages

Tob

acco

No

n-f

oo

d

Co

nsu

mab

les

No

n-f

oo

d D

ura

ble

s

UK Foodservice market: frequency of eating out

16%

18%

12%

26%55%

29%

23%

4%

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

1989 2016

I don't eat out Less than once a month

Once a month Once a fortnight

Once a week More than once a week

Increased eating out amongst UK consumers continues to drive sales in the delivered foodservice market


▪ The delivered UK foodservice sector continues to remain resilient in the face of rising wages and food costs,growing by 1.9% in 2016 to reach a market value of GBP 10.1 bn.

▪ This growth has been driven by an increasing consumer demand for eating out which has led to a strongperforming and expanding restaurant, pub and hospitality scene in the UK.

▪ Chilled and fresh food was the biggest growing single category, demonstrating the growing importance to UKfoodservice customers of having fresh natural products at the core of their offering.

▪ The delivered foodservice sector is anticipated to grow at a CAGR of 2.5% to reach £11 bn. by 2021 driven bycontinued growth in the UK eating out market.

▪ This growth may be stunted by challenges created by the UK’s exit from the European Union, with the risingcosts of food imports and possible labour shortages impacting upon the UK foodservice sector as a whole.

39


TargetTarget

DescriptionTarget

CountryAcquiror



Booker Group PLCCompany engaged in the wholesale of food.

UK Tesco PLC 5,957Tesco PLC to gain market share in the grocery market with the acquisition of leading food wholesaler, Booker.

Calder Foods (Manufacturing) Ltd

Company manufactures and distributes sandwich fillings, marinated and cooked meats, salads, chutneys, and sauces.

UKFlagship Europe Limited

25The acquisition of Calder Foods will both compliment and expand the food-to-go product offering by Flagship Europe.

The Foodfellas Limited (60% stake)

Company supplies food products to the foodservice market.

UKCP Foods (UK) Limited

59The UK arm of CP Foods acquired a 60% stake in Foodfellas to expand into the foodservice market in the UK.

Knight Meats Limited

Catering butcher that supplies fresh meat, poultry, and deli products to the professional kitchen.

UK Bidcorp N.A.The acquisition of Knight Meats has increased Bidcorp‘s capabilities in the delivery of quality meat.

Caterfood Holdings

Company supplies frozen, chilled and ambient foods to pubs, restaurants and caterers, predominately in the South West of England.

UK Bidcorp 14Bidcorp‘s acquisition of Caterfood has strengthened the companies operations and services in the South-west of England.

Brake Bros Limited

Company supplies frozen, chilled, and ambient foods to pubs, restaurants, hotels, hospitals, schools, care homes, and leisure facilities

UK Sysco Corporation 3,684Sysco‘s acquisition of Brakes Group has increased their access into European markets.

Notes: - Conversion to euros for the transaction value is based upon the relevant exchange rate at the date of the transaction as taken from Capital IQ. - Conversion to euros for the Revenue figure is based upon the spot rate as of 17/11/2017 (1:1.1206)

MAJOR FOODSERVICE TRANSACTIONS IN THE UK





40


USA

41


KEY FACTS ABOUT FOODSERVICE IN THE US

Source: Forbes, IBISWorld, USDA

CompanyRevenue (USD m)

Number of Employees

57,007 66,500

.29,178 17,000

.23,829 25,000

17,081 14,000

9,454 9,700

Top food distribution players in the United States

40%

42%

44%

46%

48%

50%

52%

54%

56%

2000 2002 2004 2006 2008 2010 2012 2014

Food at Home Food Away from Home


▪ Restaurant industry sales in the United States are expected to reach USD 800 billion in 2017.

▪ Total employment in the restaurant industry is estimated at 10 million across full service establishments, quickservice restaurants, and other providers such as cafeterias and caterers.

▪ Consumer spending, a key driver for establishments serving meals outside the home, has steadily increasedsince the recession.

− Per capita disposable income is projected to grow at a 2.7% annual rate for the next five years

− The USDA forecasts that money consumers spend eating outside the home will increase faster than theamount of money spent eating at home in future years

▪ Other significant trends include consumers increased preference for convenient / quick yet healthy diningoptions, and the rise of the fast casual space

▪ Foodservice outlets continue to be the most significant source of revenue for food wholesalers, as restaurants,hotels and other establishments rely on distribution networks to procure food products.

Grocery Wholesale Market Segments

Food Service Outlets

56%

Supermarkets and Grocery

26%

Other Wholesalers

16%

Other3%

% of Total Food Expenditures at Home vs. Away from Home

42


TargetTarget

DescriptionTarget

CountryAcquiror

Target Revenues(USD m)


Centerplate, Inc.Provides event venue catering and hospitality services

US Sodexo S.A. 998The acquisition strengthens Sodexo’s position in the North American market.

Ruby Tuesday, Inc.

Engages in the ownership, development, operation, and franchise of casual dining restaurants.

USNRD Capital Management, LLC

913The acquisition leverages NRD’s experience in achieving profitable growth for restaurant concepts.

Ninety Nine Restaurant, Inc.

Owns and operates a chain of restaurants.

US J. Alexander's LLC 304The acquisition will result in a diversified player in the casual dining segment.

Rubicon Resources, LLC

Imports and distributes seafood and seafood products.

USHigh Liner Foods Incorporated

234The acquisition will diversify High Liner’s product portfolio and provide a platform for growth.

Panera Bread Company

Owns, operates, and franchises retail bakery-cafes.

US JAB Holdings B.V. 2,795The acquisition is in line with JAB Holdings’ strategy of investing in consumer brands.

Guckenheimer Services, LLC

Operates as an onsite corporate restaurant management and catering company.

US ISS A/S 327The acquisition will enhance ISS’s service offering in the North American market and improve its catering services.

Cheddar's, Inc.Owns and operates restaurants.

USDarden Restaurants, Inc.

N.A.The addition of Cheddar’s is complementary to Darden Restaurants’ portfolio of brands.

Checkers Drive-In Restaurants, Inc.

Owns and operates a drive thru restaurant chain.

USOak Hill Capital Partners

N.A.The acquisition is in line with Oak Hill Capital Partner’s investment strategy.

Popeyes Louisiana Kitchen, Inc.

Develops, operates, and franchises quick-service restaurants.

USRestaurant Brands International Inc.

269The acquisition strengthens Restaurant Brands’ US and international prospects for growth.

All American Foods, Inc.

Provides food products to foodservice establishments and SKUs.

USUS Foods Holding Corp.

60US Foods will build on All American Foods operations in New England.

ConAgra Foods, Inc., JM Swank Business

Comprises business of sourcing and distribution of food products.

US Platinum Equity, LLC N.A.The divestiture will allow ConAgra Foods to become a more focused company.

Kahala Brands, Ltd.Engages in franchising quick-service restaurants.

USMTY Food Group Inc.

130The acquisition solidifies MTY’s presence in the United States and creates a diverse combined portfolio of brands.

Krispy Kreme Doughnuts, Inc.

Operates as a branded retailer and wholesaler of doughnuts, coffee and other complementary beverages, and treats and packaged sweets.

US JAB Holdings B.V. 523The acquisition is in line with JAB Holdings’ strategy of investing in consumer brands.

CulinArt Group, Inc.Provides onsite corporate, educational, and leisure dining facilities.

USCompass Group USA, Inc.

264The acquisition enhances Compass Group’s service offering.

MAJOR FOODSERVICE TRANSACTIONS IN THE US




43


CONTACT US

Clairfield consumer & retail team

Contact details – Sector heads

CLAIRFIELD INTERNATIONAL SA

11 Rue du Conseil-Général

1205 Geneva

Switzerland

Phone: +41 22 518 0242

[email protected]

www.clairfield.com

Dr. Albert [email protected]

Gary [email protected]

BJÖRN ÅKERLUND

Sweden

[email protected]

JOSTEIN S. PETTERSEN

Norway

[email protected]

RUUD VAN HOEK

The Netherlands

[email protected]

ANTONIO SCARABOSIO

Italy

[email protected]

OLIVER NEMES

Hungary

[email protected]

ANTOINE ROUÉ-LECUYER

France

[email protected]

TOMMI WALTHER

Finland

[email protected]

MARTIN LEMMER

Germany

[email protected]

GABRIEL LOEST

Brazil

[email protected]

DAMIEN COPPIETERS

Belgium

[email protected]

BEREND YNTEMA

Austria

[email protected]

ALBERT SCHANDER

Germany

[email protected]

MARK STEINHART

Australia

[email protected]

LUIS CORIA

Mexico

[email protected]

GARY ECOB

United Kingdom

[email protected]

IGNACIO J. KLEIMAN

United States

[email protected]

Sector heads

KYLE SCHICKNER

United States

[email protected]

ERIK ZALENSKI

United States

[email protected]

ALLAN BJØRN

Denmark

[email protected]

PETER CHUDY

Poland

[email protected]

BRIAN O’HARE

Spain

[email protected]

44


ABOUT CLAIRFIELD

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information herein has been obtained from sources that we believe to be reliable, but we do not guarantee its accuracy or completeness. While

we endeavour to update on a reasonable basis the information presented in this report, there may be regulatory, compliance or other reasons

that prevent us from doing so. Much of the information contained in this report is subject to variation due to changes in market conditions,

legislation or regulatory matters and Clairfield International does not undertake to notify any recipient of the report of changes to the information

contained herein. This report is not to be construed as an offer to sell or the solicitation of an offer to buy any security in any jurisdiction.

Additional supporting information is available upon request. Please contact: Press office, Clairfield International, Tel: +41 22 518 0242 ,

[email protected]

Copyright © 2018 Clairfield International

Clairfield was founded in 2004 by four European M&A boutiques and has since expanded to encompass all majoreconomies worldwide. While Clairfield International continues to grow with the addition of knowledgeablepartners in key markets, we are determined to preserve our strengths – entrepreneurial spirit, local expertise,industry knowhow, and close bonds among all team members spanning the globe.

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