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). 1 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). 2 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 nkrzan@kpmg.com T +386 1 2364 330 M +386 31 626 371 bmalus@kpmg.com Matic Urek Sebastian Horvat Assistant Manager Associate T +386 1 2364 332 M +386 41 984 425 murek@kpmg.com T +386 1 4201 141 M +386 40 698 678 shorvat@kpmg.com 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). 3
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