2. Disclaimer
The forward-looking statements presented herein are subject to risks and
uncertainties. These statements are based on the beliefs and assumptions of our
management, and on information currently available to us.
Forward-looking statements are not guarantees of performance. They involve
risks, uncertainties and assumptions because they relate to future events and
therefore depend on circumstances that may or may not occur. Our future
operating results, financial condition, strategies, market share and values may
differ materially from those expressed in or suggested by these forward-looking
statements. Many of the factors that will determine these results and values are
beyond our ability to control or predict.
Forward-looking statements also include information concerning our possible or
assumed future operating results, as well as statements preceded by, followed by,
or including the words ''believes,'' ''may,'' ''will,'' ''continues,'' ''expects,'‘
''anticipates,'' ''intends,'' ''plans,'' ''estimates'' or similar expressions.
1
3. AGENDA
ACQUISITIONS SUMMARY
FINANCIAL METRICS
FINAL CONSIDERATIONS
QUESTIONS AND ANSWERS
2
4. OUR MISSION - PART OF THE DAY-TO-DAY OF OUR
EMPLOYEES
To be the best at what we set out to do, totally
focused on our business, ensuring the best products
and services for our customers, solidity for our
suppliers, satisfactory profitability for our
shareholders and the certainty of a better future for
all our employees.
3
5. OUR VALUES - THE FOUNDATION OF OUR CULTURE
Planning
Determination
Discipline
Availability
Openness
Simplicity
4
6. AGENDA
ACQUISITIONS SUMMARY
FINANCIAL METRICS
FINAL CONSIDERATIONS
QUESTIONS AND ANSWERS
5
7. JBS’ HISTORY HAS BEEN BUILT THROUGH MORE THAN 30
ACQUISITIONS IN 15 YEARS
Inalca
National Beef
Net Revenue (in R$ million) Swift Foods Co.
Maringá (Amambay)
Smithfield Beef
Companies and plants acquired Berazategui Tasman
(Rio Platense)
Colonia Caroya
SB Holdings
JV Beef Jerky
Goiânia Barretos (Anglo) Rio Branco Venado
(Anglo) Pres. Epitácio (Bordon) Cacoal 1 Tuerto 39630
Campo Grande (Bordon) Cacoal 2 Pontevedra
Porto Velho (CEPA)
Vilhena (Frigovira)
Barra do Cáceres Pedra Preta
(Frigo Marca)
Garças (Frigosol)
Rosário
(Sadia) Iturama
(Swift ARG) 24076
(Frigosol) San Jose
Anápolis Andradina Araputanga (Swift ARG)
(Bordon) (Sadia) (Frigoara)
3158 3577 3968
1212 1292 1914
650 890
1993 1996 1997 1999 2000 2001 2002 2003 2004 2005 2006 2007* 2008**
Source: JBS
* Pro-Forma JBS S.A. LTM Sept/07 and JBS USA LTM Sept/07
** Pro-Forma JBS S.A. LTM Sept/07 and JBS USA LTM Sept/07; Inalca LTM Sept/07; National FY Aug/07; Smithfield Beef LTM Oct/07; Tasman FY Jun/07 6
8. ACQUISITIONS SUMMARY
The Companies
The Companies
Conditions for the
+ + acquisitions:
100% 100% 100% Governmental authorities’
approval
(1)
Enterprise Enterprise Enterprise
Value:
Value: Value:
Value: Value:
Value: Ratification by JBS’ general
~US$970mm ~US$565mm ~US$150mm
assembly
7
(1) JBS intends to capitalize US200MM in Five Rivers
9. JBS WILL BE A LEADING COMPANY IN THE GLOBAL BEEF
INDUSTRY IN SALES AND SLAUGHTERING CAPACITY
Total Beef Net Revenue (US$ billion)
19.4
10.6
5.6 Leading beef company in the
2.8 world in terms of sales
0.5
JBS Total Beef JBS Beef National Beef Smithfield Tasman
1º
Total daily slaughter capacity (thousand cattle heads)
79.2
54.9
JBS global leadership in terms
14.0 of slaughtering capacity
7.6 2.7
JBS Total Beef JBS Beef National Beef Smithfield Tasman
1º
Source: JBS S.A. LTM Sept/07, Swift FY May/07; Inalca LTM Sept/07;
National - 10K - FY Aug/07;
Smithfield Beef - 10K, 10Q, company – LTM Oct/07;
Tasman – company - FY Jun/07 8
10. JBS HAS A GLOBAL PRODUCTION AND DISTRIBUTION PLATFORM
JBS’ main units and markets
JBS’ main units and markets
x =
Legend
Slaughterhouse (Beef)
Slaughterhouse and Industry
Distribution Center
Vegetable Canning Plant
Beef Canning Plant
Beef Jerky Plant (Beef Snack’s)
Slaughterhouse (Pork)
Slaughterhouse (Lamb)
x Beef and Pork Processing Plant
= Wet Blue Processing Plant
Headquarters Office
Feed Lot
Package Industry
Inland Container Terminal
Commercial Office
9
11. NATIONAL BEEF PACKING COMPANY, LLC
Company Summary
Company Summary
In fiscal year 2007, National Beef generated sales of US$ 5.6 billion and processed 3.9
million head of cattle
National Beef has a slaughtering capacity of 14,000 cattle heads/day in 3 bovine
slaughterhouse facilities
National has also 2 case-ready beef processing plants, specialized in products for retailers
and one plant specialized in products for commercial establishments
The company has 1 carrier with approximately 1,200 vehicles among refrigerated and
livestock transportation
Brands
Brands Facilities
Facilities
North Dakota
Washington Montana
Minnesota
South
Dakota Wisconsin
Oregon
Idaho New England
Wyoming
New York
Iowa Michigan
Nebraska
Indiana Ohio
x
Pennsylvania
Illinois
Nevada
Utah
Colorado Kansas
6.400 x Missouri West Virginia
Maryland
Kentucky Virginia
California
Oklahoma Tennessee North
Caroline
Arkansas
Arizona New Mexico
South
Caroline
Mississippi Georgia
Alabama
Texas
x
Louisiana
Florida
National Beef Plants
x National Beef plants of packed and customized meat “case ready”
10
12. SMITHFIELD BEEF GROUP (beef division of Smithfield
Foods, Inc. - USA) and FIVE RIVERS CF, LLC
Smithfield Beef Summary
Smithfield Beef Summary Five Rivers Summary
Five Rivers Summary
In fiscal year 2007, generated sales The world Leader company in the
of approximately US$ 2.8 billion and cattle feeding;
processed 1.9 million head of cattle Five Rivers owns ten cattle feedlot
Smithfield Beef has 4 bovine facilities and has a combined feeding
slaughterhouse facilities; 1 rendering capacity of 811,000 head of cattle
plant; one cattle feedlot; and one with locations in Colorado, Idaho,
carrier, with approximately 120 Kansas, Oklahoma and Texas
refrigerated trucks.
Brands
Brands Facilities
Facilities
North Dakota
Washington Montana
Minnesota
South
Dakota Wisconsin
Oregon
Idaho New England
Wyoming
New York
Iowa Michigan
Nebraska
Indiana Ohio Pennsylvania
Illinois
Nevada
Utah
Colorado Kansas Maryland
6.400 Missouri West Virginia
Kentucky Virginia
California
Oklahoma Tennessee North
Caroline
Arkansas
Arizona New Mexico
South
Mississippi Caroline
Georgia
Alabama
Texas
Louisiana
Florida
Five Rivers Feedlot
Smithfield Beef Plants
11
13. TASMAN
Company Summary
Company Summary
In fiscal year 2007, Tasman generated sales of approximately AUS$ 498 million
(approximately US$ 465 million), and processed 2.7 million head of cattle and
smallstocks
Tasman owns six processing facilities; one cattle feedlot unit with a feedling
capacity of 25,000 head of cattle and 45,000 head of lambs
The export markets represents 67% of its sales (31% North America; 35%
Japan and 8% South Korea)
Brands
Brands Facilities
Facilities
Yambinya
Cobram Yarrawonga
Brooklyn
Tasman Group Services Slaughterhouse King Island Longford
Tasman Group Services Feedlot Devonport
12
14. USA MARKET: CONSTANT CONSUMPTION AND EXPORTS
RECOVERY
EVOLUTION OF AMERICAN BEEF CONSUMPTION
EVOLUÇÃO DO CONSUMO DE CARNE BOVINA AMERICANO
Despite crisis, beef consumption levels in
12,502 12,351 12,737 12,340 12,667 12,663 12,834 12,815
12.502 12.351 12.737 12.340 12.667 12.663 12.834 12.815
12,051 12,325
12.051 12.325
the USA has been constant
1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
Source: USDA
Internet September,11 BSE
Bubble WTC “Mad Cow”
The USA exports are recovering after USA Exports
1142 (1,000 tons – Weight Equivalent Carcass)
the slowdown since the BSE “Mad
776
Cow” disease, in December, 2003 650
519
317
209
2003 2004 2005 2006 2007E 2008E
Source: USDA
13
15. AGENDA
ACQUISITIONS SUMMARY
FINANCIAL METRICS
FINAL CONSIDERATIONS
QUESTIONS AND ANSWERS
14
16. POTENTIAL SYNERGIES IMPACT
Financing Rational – Synergy
Financing Rational – Synergy
CONSOLIDATED
USA and AUSTRALIA
(US$ MM)
ENTERPRISE VALUE 1,459.0 970.0 565.0 150.0 3,144.0
Costs Synergies
35 70 25 2 132
US$ MM / year
Present Value
(1) 284 558 199 18 1.059
Synergies US$MM
EV - synergies 1,174.6 412.4 365.9 132.2 2,085.1
Historical EBITDA* 152.9 122.0 85.4 26.8 387.0
EV / Historical Ebitda* 7.7 3.4 4.3 4.9 5.4
Quotation:
€$ / US$= 1.43
AU$ / US$ = 0.94 EV - synergies / EBITDA*: 5.4 x
Source:
Swift – company –FY07
Smithfield Beef - 10K, 10Q, company - Pro-forma LTM Oct07, include Five Rivers 100% LTM Dec07
National - 10K, 10Q - LTM Nov07
Tasman – company – FY07 July
(1) Present value of synergies after taxes for 5 years, discounted by a rate of 8%
* Historical average EBITDA margin from the last 5 years and current net revenues
15
17. TOTAL ESTIMATED ACQUISITIONS SYNERGIES
Estimated cost reduction of US$132 MM
Estimated cost reduction of US$132 MM
20 7 132
26
79
Selling, General and Purchases, Production and Assets Rational Saves with Marketing Total Estimated Synergies
Administrative Expenses Supply Chain
Note: Include annual synergies from Swift of US$35MM
16
18. ESTIMATED EBITDA MARGIN OF 3%
Financing Rational – Potential Margin
Financing Rational – Potential Margin
CONSOLIDATED
USA and AUSTRALIA
(US$ MM)
ENTERPRISE VALUE 1,459.0 970.0 435.0 130.0 150.0 3,144.0
Net Revenue (1)
9,504.8 5,578.5 2,795.3 1,520.4 464.7 19,863.7
(US$ MM)
EBITDA (3%) 285.1 167.4 83.9 45.6 13.9 595.9
EV / Ebitda (3%) 5.1 x 5.8 x 5.2 x 2.9 x 10.8 x 5.3 x
Quotation: EV - synergies / EBITDA*: 5.3 x
€$ / US$= 1.43
AU$ / US$ = 0.93
Source:
Swift – company – FY May/07
National - 10K – FY Aug/07
Smithfield Beef - 10K, 10Q, company - Pro-forma LTM Oct/07
Five Rivers – company – LTM Dec/07
Tasman – company – FY Jul/07
(1) Considering the hypothesis of addition of Five Rivers’ revenue
*Estimated EBITDA Margin in the middle term 17
19. JBS: A BRAZILIAN GLOBAL COMPANY WITH SALES OF
US$21.5 BILLION
Combined Companies Pro-forma
Combined Companies Pro-forma
CONSOLIDADO
Net Revenue (US$ MM) 12,712.7 5,578.5 2,795.3 464.7 21,551.2
EBITDA (US$ MM) 425.9 93.1 69.6 26.8 615.3
EBITDA Margin 3.4% 1.7% 2.5% 5.8% 2.9%
Slaughter Capacity 54.9 14.0 7.6 2.7 79.2
Units 91 6 16 7 120
Employees 46,840 8,800 6,370 1,887 63,897
Quotations:
R$ / US$ = 0.54 – 28/09/2007
€$ / US$= 1.42 – 28/09/2007
AU$ / US$ = 0.86 - 30/06/2007
Source:
JBS – DFP, ITR - Pro-forma LTM Sep07, include JBS SA, JBS USA, Inalca
Smithfield Beef - 10K, 10Q, company - Pro-forma LTM Oct07, include Five Rivers 100% LTM Dec07
National - 10K, 10Q - LTM Nov07
Tasman – company – FY07 July
18
20. ACQUISITION’S FINANCIAL STRUCTURE
Acquisitions Financial Structure
Acquisitions Financial Structure
From ~US$821 From ~US$148 MM From ~US$197 MM
MM up to FIP J&F Up to ~US$303 MM Market up to ~US$531 MM
US$1,000 MM
US$1,500 MM 1
Cash US$95 MM
Use
US$1,500 MM 2
Cash US$290 MM 3
~US$95 MM
in Shares
Use
USA
~US$1,790 MM
9 4
~US$50 MM ~US$100 MM 8 US$565 MM 6 7 ~US$200 MM 5 ~US$410 MM ~US$ 465 MM
Five Rivers
Creditors Shareholders Shareholders increase Capital
Creditors Shareholders
EV: US$565MM
EV: ~US$150 MM Debt: US$0,00
Smithfield: ~US$435MM EV:~US$970MM
Net Debt: ~US$50 MM
Five Rivers: ~US$130MM Net Debt: ~US$410MM
Equity: ~US$100 MM
Five Rivers: US$200MM (K increase) Equity: US$560MM
EBITDA: US$ 21.4 MM
EBITDA: US$44.2MM + US$25.4MM EBITDA: US$93.5MM
All these values are estimated and can be changed at closing of the transactions 19
21. ACQUISITION’S FINANCIAL STRUCTURE
Description of the Acquisitions`Main Points
Description of the Acquisitions`Main Points
1. Capital Increase in JBS S.A. of US$1,500 million;
2. Capital Increase of JBS S.A. (JBS USA) of US$1,500 million;
3. Payment of approximately US$95 million in JBS S.A. shares to the National Beef current
shareholders ;
4. Payment of approximately US$465 million in cash to the National Beef current shareholders;
5. Net debt repayment from National Beef of approximately US$410 million;
6. Payment of US$565 million in cash to the Smithfield Beef and the Five Rivers current
shareholders;
7. Capital Increase of US$200 million in Five Rivers;
8. Payment of approximately US$100 million in cash to the Tasman current shareholders;
9. Net debt repayment from Tasman of approximately US$50 million.
All these values are estimated and can be changed in the closing of the transactions 20
22. AGENDA
ACQUISITIONS SUMMARY
FINANCIAL METRICS
FINAL CONSIDERATIONS
QUESTIONS AND ANSWERS
21
23. JBS IS A GLOBAL LEADER IN THE MEAT SECTOR WITH
COMBINED REVENUES OF US$21.5 BILLION, 63 THOUSAND
EMPLOYEES AND PRESENCE IN 6 CONTINENTS
The acquisitions represent the conclusion of the investment plan in the USA and
Australia, initiated in July 2007 through the Swift & Co acquisition
In the coming years JBS will be focused in improving efficiency, capturing
synergies and growing organically
Acquisitions were made in a 5x – 6x EBITDA multiple range or 60% of the
replacement cost generating value to JBS’ shareholders
A US$1.5 billion equity issuance will support an adequate capital structure for
the acquisitions
The combination of the acquired companies management with the JBS team
guarantees the integration of the business
22