UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) of the
Securities Exchange Act of 1934
PERDIGÃO S.A.
(Name of Subject Company)
SADIA S.A.
(Name of Filing Personofferor)
Common shares, no par value
(Title of Class of Securities)
71361V303
(CUSIP Number of Class of Securities)
Luiz Gonzaga Murat Junior
Chief Financial Officer and Director of Investor Relations
Rua Fortunato Ferraz, 365
Vila Anastacio, São Paulo, SP
05093-901 Brazil
(55 11) 2113-3465
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
Copies to:
Richard D. Pritz
Clifford Chance US LLP
31 West 52nd Street
New York, New York 10019
(212) 878-8000
CALCULATION OF FILING FEE
Transaction Valuation |
Amount of Filing Fee |
|
---|---|---|
Not Applicable | Not Applicable |
Amount Previously Paid: Not applicable.
Form or Registration No.: Not applicable.
Filing Party: Not applicable.
Date Filed: Not applicable.
Check the following box if the filing is a final amendment reporting the results of the tender offer. o
This Tender Offer Statement on Schedule TO relates to communications by Sadia S.A. with respect to its tender offer to purchase all outstanding shares of Perdigão S.A.
EVALUATION REPORT OF SADIA S.A.
BANCO BRADESCO S.A.
CAPITAL MARKET DEPARTMENT
July 13, 2006
[BRADESCO LOGO] |
1
INDEX
SECTIONS
I. IMPORTANT NOTES. 03
II.EXECUTIVE SUMMARY. 07
III. INFORMATION ABOUT THE VALUATION EXPERT 15
IV.EVALUATION OF SADIA. 30
-INFORMATION ABOUT THE COMPANY. 31
-AVERAGE PRICE OF THE SHARES. 38
-BOOK VALUE PER SHARE 39
-DISCOUNTED CASH FLOW 40
-MULTIPLES. 49
V. ANNEXES
ANNEX I - GLOSSARY. 51
ANNEX II - HISTORICAL QUOTATIONS. 52
|
2
Section I
IMPORTANT NOTES
|
3
SECTION I
IMPORTANT NOTES
IMPORTANT NOTES
This Evaluation Report was prepared by Banco Bradesco S.A. ("Bradesco"), in accordance with Instruction 361, as amended by Instruction 436, of the Brazilian Securities and Exchange Commission (COMISSAO DE VALORES MOBILIARIOS). ("Instruction CVM 361" and "CVM", respectively), to serve as parameter for the conditioned public offer ("OPA"), that is to be carried out by Sadia S.A. ("Offeror"), to the shareholders of Perdigao S.A. ("Perdigao"), on the terms set forth in the specific instrument ("Edital").
This Evaluation Report does not represent a proposal, solicitation, counsel or recommendation on the part of Bradesco, to the acceptance of the OPA. Nothing contained in this Evaluation Report is to be considered as a promise or guarantee as to the past or the future.
Each shareholder of Perdigao should carry out its own analysis, with the assistance of their legal consultants, tax consultants and financial consultants, to establish its independent opinion about the OPA and its risks. Each shareholder of Perdigao is to be, therefore, responsible for making its own decision about the acceptance or otherwise of the OPA. For this reason, Bradesco, its employees, directors and/or representatives, are exempt from responsibility with relation to eventual damages arising out of the acceptance or not of the OPA by the shareholders of Perdigao.
The information contained in this Evaluation Report is based solely on public information available to the public until July 13, 2006.
|
4
SECTION I
IMPORTANT NOTES
IMPORTANT NOTES
SPECIFIC INDEPENDENT EVALUATION
In the preparation of the Evaluation Report, Bradesco has not conducted any specific independent evaluation on the assets or liabilities of Sadia, having assumed as complete, exact and true the information obtained from public sources.
CONTINGENCIES
According to the financial statements as of March 31, 2006 the balance of provisions for contingencies of Sadia totaled R$ 74.9 million and the balance of judicial deposits was R$77.9 million.
It is emphasized that Bradesco has not made any judgment, modification, revision or independent analysis on the criteria adopted by the company for the classification of these contingencies.
Bradesco has not carried out any adjustment to the Equity Value of the company in this Evaluation Report.
Potential losses or gains relative to the accounted provisions and non-accounted provisions (potential losses), could directly affect the results of the Company and its financial conditions.
Further details relating to the contingencies, with the probability of potential and remote losses, are available in Notes to Financial Statements, available from the Brazilian Securities Exchange Commission (CVM - COMISSAO DE VALORES MOBILIARIOS) and on the Company' website.
|
5
SECTION I
IMPORTANT NOTES
IMPORTANT NOTES
Neither Bradesco, nor its employees, directors and/or representatives, can guarantee the occurrence, in whole or in part, of the assumptions, estimates, projections, results or conclusions utilized or presented in this Evaluation Report. The results of Sadia in the future may be different from the projections here presented, and these differences can be significant. Bradesco does not assume any responsibility in relation to these differences.
Any amendment in the information published until July 13, 2006 could alter the result of this Evaluation Report. Bradesco does not assume any obligation to update, revise or add to the Evaluation Report as a result of the release of any information after July 13, 2006 or as a result of any subsequent event.
This Evaluation Report did not consider any future benefits or results which the acceptance of the OPA by the shareholders of Perdigao that could be brought to Sadia.
The total sum of unitary amounts presented in this Evaluation Report could be different than the result of the total sum of the information published, as a result of rounding.
This document was drawn up for the exclusive use of the Offeror, in the context of the OPA.
This Evaluation Report should not be published, nor disclosed to third parties, in whole or in part, without the previous authorization of Bradesco, unless within the scope of the OPA.
|
6
Section II
EXECUTIVE SUMMARY
|
7
SECTION II
EXECUTIVE SUMMARY
ADOPTED CRITERIA
For the preparation of the present Evaluation Report, Banco Bradesco S.A. ("Bradesco"):
a) reviewed audited historical financial and accounting statements of Sadia, henceforth the "Company", delivered together to the CVM and the SEC, as well as public information and presentations created through the same;
b) utilized, amongst others, public information about the Company and the business sector of the same;
c) compared the financial performance of the Company to its peers in the same sector and that have shares traded in the Brazilian stock market;
d) reviewed the sector written reports prepared by specialized consultants, business or class associations, departments and governmental entities, among others;
Based upon this information, Bradesco prepared an analysis of the (i) cash flow of the Business, (ii) Market Multiples (iii) book value per share, and (iv) average price of the traded shares in Bovespa (Bolsa Valores de Sao Paulo) in the last thirty days and the last twelve months, which results appear in this Evaluation Report.
We recommend that this document be read in conjunction with the financial reports and respective notes available from the Brazilian Securities Exchange Commission (CVM - COMISSAO DE VALORES MOBILIARIOS) and the website of the Company, such as the Form 20-F filed annually in the SEC - US Securities Exchange Commission (available on the website of the Company), in particular the Risk Factors section.
|
8
SECTION II
EXECUTIVE SUMMARY
ADOPTED CRITERIA
DISCOUNTED CASH FLOW
- Determination of the Value of the Business is based upon free cash flow of the business added to the (perpetual) residual value at the end of the projected period and brought to present value by application of a discount rate that reflects the average rate of return to the shareholders and creditors of the company.
MARKET VALUE OF COMPARABLE BUSINESSES
- Determination of the Value of the Business based upon the market value of comparable international businesses.
EQUITY VALUE
- Equity Value per share is determined by dividing the value of the Net Equity of the Company as of March 31, 2006 by the total number of issued shares of the Company in the same data base.
AVERAGE MARKET PRICE
- The weighted average price of the common / preferred shares of the Businesses traded on Bolsa de Valores de Sao Paulo (Bovespa) was determined by dividing the sum of volumes (in R$) traded daily by the total number of shares traded daily, in the last 30 days and/or twelve months before the date of this Report.
|
9
SECTION II
EXECUTIVE SUMMARY
METHODOLOGY OF THE CHOSEN EVALUATION
The methodology chosen to evaluate the economic and financial condition of the Companies was the Discounted Cash Flow ("DCF").
To this end, we discounted the future Free Cash Flow ("FCF") by the company's and third parties weighted average cost of capital.
The free cash flow is equal to the operational earnings of the company after payment of income taxes plus non cash expenses such as depreciation or amortization and deducted from capital investments in working capital and fixed assets.
The FCF does not incorporate any expense or financial income such as interest, dividends or interest over capital and results from hedging operations of foreign currency debt.
The methodology of FCF is commonly utilized for the evaluation of present net value to reflect the cash flow generated by the company available to all its source providers such as equity or debt. Therefore, the FCF in general is not affected by changes in the capital structure of the company.
The only impact of the financial structure on verified value is the weighted average cost of capital (weighted average cost of capital - "WACC") of the business, and is therefore on the net present value.
For the DCF evaluation method, Bradesco developed for Sadia operational projections for the period of April 1, 2006 through December 31, 2015, being the year of 2015 the basis for the calculation of the perpetuity value.
The financial projections made in this Evaluation Report have as their specific objective to calculate Free Cash Flow of the Company and, therefore, it was not part of the exercise of the evaluation to calculate details of net profit (loss) and the financial report (BALANCE SHEET), which are being presented for informational purposes.
|
10
SECTION II
EXECUTIVE SUMMARY
METHOD OF EVALUATION - DISCOUNTED CASH FLOW
EARNINGS BEFORE INTEREST & TAXES - EBIT
+ DEPRECIATION - INVESTMENTS IN FIXED CAPITAL +/ - INVESTMENTS IN WORKING CAPITAL
= OPERATIONAL CASH FLOW
- NOMINAL TAXES (INCOME TAXES) X EBIT
FREE CASH FLOW
DISCOUNT OF THE WEIGHTED AVERAGE COST OF CAPITAL - WACC
FREE CASH FLOW:
-RESIDUAL CASH FLOW AFTER ALL OPERATIONAL EXPENSES, TAXES AND INVESTMENTS AND BEFORE PAYMENT OF DEBT;
-THE CASH FLOWS WERE PROJECTED IN NOMINAL R$ (REAIS);
-THE VALUE OF THE BUSINESS IS OBTAINED BY DISCOUNTING THE PROJECTED FLOWS BY WEIGHTED AVERAGE COST OF CAPITAL (WACC), WHICH IS COMPOSED BY COSTS OF THE DIVERSE COMPONENTS OF FINANCING UTILIZED BY THE BUSINESS (CAPITAL + CAPITAL OF THIRD PARTIES).
-THE FISCAL BENEFIT OF DEDUCTING THE FINANCIAL EXPENSES FROM THE CALCULATION OF THE TAXABLE PROFIT IS OBTAINED THROUGH REDUCTION OF THE COST OF CAPITAL FROM THIRD PARTIES CONSIDERING THE NOMINAL RATE OF INCOME TAX AND SOCIAL CONTRIBUTION OF 34%.
|
11
SECTION II
EXECUTIVE SUMMARY
METHODOLOGY - WACC
THE WEIGHTED AVERAGE COST OF CAPITAL (WACC) IS CALCULATED ACCORDING TO:
WEIGHTED AVERAGE COST OF CAPITAL - WACC
E XK SUB(e) + D XK SUB(d) (1-T) WACC = ----- ----- D+E D+E
K SUB(e) = Rf + (B X MRP) + Brazil Risk
(E/(E+D)): participation of equity "E" from the sources of capital of the business based on the market value of shares of the company and the balance of net debt as of March 31, 2006. This relation can be adjusted to target structure given the perspectives of the long term of the business evaluation.
K SUB(e): Cost of equity capital, calculated through the methodology CAPM (capital asset pricing model) based upon:
Rf (RISK FREE): interest of the US T-BOND (US Treasury bonds);
B: adjusted beta of the company, conforming to the definition in Bloomberg;
MRP (MARKET RISK PREMIUM): average annual spread between S&P 500 and US T-Bond in the period of 1956-2005, found through Ibbotson;
BRAZIL RISK -average spread in basis points between the returns of US Treasury bonds and foreign bonds issued by Brazil;
(D/(E+D)): participation of the financial debt "D" in the sources of capital of the company;
K SUB(d): average weighted cost of the Company's financial debt;
T: combined rate of Income Tax and Social Contribution of 34% (25% + 9%).
|
12
SECTION II
EXECUTIVE SUMMARY
DISCOUNT RATE CALCULATION
THE TABLE BELOW SHOWS HOW THE DISCOUNT RATE (WACC) USED IN THE CURRENT VALUATION OF SADIA WAS CALCULATED:
WACCCOMMENTS
ADJUSTED BETA 0.80Based on the Company's Adjusted Beta 1
Risk-Free Rate 5.2% US T-BOND YIELD IN 10 YEARS 1
USA - Market Risk Premium (%)5.0% AVERAGE ANNUAL SPREAD ON S&P 500 AND US T-BOND (LAST 50 YEARS) 2
Brazilian Risk Premium 3.1% Average Risk Premium Brazil EMBI Last 12 months 3
COST OF EQUITY = Ke 12.3% = RISK FREE RATE + (BETA X USA - MKT RISK PREMIUM) + BRAZIL RISK PREMIUM
Cost of Debt 6.9% Company's Average Weighted Cost of Debt
Income Tax and Social Contribution34.0% Brazilian Income Tax (25%) e Social Contribution (9%)
COST OF DEBT = Kd X (1 - T)4.5% = NET COST OF DEBT (-) (INCOME TAX AND SOCIAL CONTRIBUTION)
Equity Value / Firm Value = E 89.4% Target structure based on average relation E/(D+E) between 2004 - 1Q06. Net Debt / Firm Value = D 10.6%
NOMINAL WACC (USD)11.4% = (E X Ke) + (D X (Kd X (1 - T))
American Inflation Rate2.0% Estimates from Banco Bradesco - Economic Research Department
REAL WACC9.3% = NOMINAL WACC DEFLATED BY THE AMERICAN INFLATION RATE
Expected Brazilian Inflation Rate4.1% Estimates from Banco Bradesco - Economic Research Department
NOMINAL WACC (BRL)13.4% = REAL WACC CONSIDERING THE BRAZILIAN INFLATION RATE
SOURCES: 1) BLOOMBERG 2) IBBOTSON 3) JPMORGAN
|
13
SECTION II
EXECUTIVE SUMMARY
SUMMARY OF SELECTED VALUES
THE DIAGRAM BELOW SHOWS A SUMMARY OF THE VALUE OF SADIA ACCORDING TO THE FOLLOWING SELECTED CRITERIA: ITS AVERAGE PRICE ON THE STOCK EXCHANGE, ITS BOOK VALUE AND ITS ECONOMIC VALUE (DISCOUNTED CASH FLOW AND MARKET MULTIPLES VALUE).
WITHIN THESE CRITERIA, WE CONSIDER THE DISCOUNTED CASH FLOW THE MOST SUITABLE FOR DETERMINING THE VALUE OF THE COMPANY, WHICH RANGES FROM R$6.97 TO R$7.41 PER SHARE, CONSIDERING A VARIATION OF 0.25% ON THE CENTRAL GROWTH RATE OF PERPETUITY OF 3.0%.
SUMMARY TABLE - SADIA PER SHARE VALUE
[CHART]
|
14
Section III
INFORMATION ABOUT THE VALUATION EXPERT
|
15
SECTION III
ABOUT THE VALUATION EXPERT
BANCO BRADESCO S.A.
THE LARGEST PRIVATE BANK IN BRAZIL
ITS MARKET VALUE IS US$ 31.5 BILLION
40TH LARGEST BANK IN THE WORLD (FORBES- MARCH 2006)
8TH LARGEST BANK IN THE AMERICAS (ECONOMATICA - MAI 2006)
-BRADESCO HAS GROWN CONSISTENTLY SINCE IT WAS FOUNDED IN 1943. IT ALWAYS SEEKS TO PROVIDE EXCELLENT SERVICES IN TUNE WITH THE DIFFERENT CYCLES OF THE BRAZILIAN ECONOMY.
-ITS IDENTIFICATION AND SYNERGY WITH BRAZIL HAS BEEN BUILT UP OVER THE LAST SIX DECADES OF ACTIVITIES.
-BRADESCO HAS MADE ITSELF AN IMPORTANT PLAYER IN THE DIVERSE OPPORTUNITIES TO BE PURSUED FOR PROMOTING THE PROGRESS AND GROWTH OF BRAZIL.
-SELECTED FINANCIAL INFORMATION (AS OF MARCH 2006):
TOTAL ASSETS R$ 216.4 billion
CLIENTS 16.6 million
SHAREHOLDERS 1.4 million
BRADESCO BRANCHES 2,999
POSTAL BANKING OFFICES 5,502
ATM MACHINES 23,232
ADMINISTRATIVE RESOURCES R$ 131.2 billion
BRADESCO DEBIT AND CREDIT CARDS 50.2 million
EMPLOYEES 74,940
|
16
SECTION III
ABOUT THE VALUATION EXPERT
CAPITAL MARKETS DEPARTMENT
BRADESCO IS ONE OF THE MOST ACTIVE BANKS IN CAPITAL MARKETS TRANSACTIONS.
THE TEAM IS QUALIFIED AND EXPERIENCED IN PROVIDING ECONOMIC AND FINANCIAL ADVICE.
BRADESCO HAS A GOOD RELATIONSHIP WITH FINANCIAL INSTITUTIONS, OTHER COMPANIES AND THE GOVERNMENT.
-The CAPITAL MARKETS DEPARTMENT is responsible for providing financial and advisory services in relation to:
-Evaluations of companies;
-Structuring and public distribution of securities ("underwriting");
-Mergers, acquisitions and restructurings;
-Project Finance;
-Structured transactions, such as the creation of funds of credit rights and of certificates of real estate receivables.
-The CAPITAL MARKETS DEPARTMENT consists of 50 professionals with experience in the origination, structuring and execution of transactions in the Capital Markets. The team of analysts and sector specialists carry out studies and analysis of all type of transactions, providing detailed information for the decision-making of clients and the bank.
-All the transactions carried out in the CAPITAL MARKETS DEPARTMENT have the support of their own specialized legal department that assists Bradesco in all the transactions covering the products and services offered to clients.
-In 2005 all the business procedures in the CAPITAL MARKETS DEPARTMENT were certified by the FUNDACAO VANZOLINI by complying with rule NBR ISO9001:2000 ("NORMA DE QUALIDADE NBR ISO9001:2000").
[LOGO] [LOGO] [LOGO]
|
17
SECTION III
ABOUT THE VALUATION EXPERT
EXPERIENCE IN TENDER OFFERS
BANCO BRADESCO, THROUGH ITS CAPITAL MARKETS DEPARTMENT, ACTED RECENTLY IN THE FOLLOWING TENDER OFFER FOR PUBLIC COMPANIES' SHARES:
- Tender offer for Seara Alimentos S.A. due to sale of control and the delisting.
- Mandatory Tender offer for Embratel Participacoes S.A. due to sale of control.
- Mandatory Tender offer for Tele Centro Oeste Celular Participacoes S.A. due to sale of control.
- Going Private Tender offer for Cargill Fertilizantes S.A. due to delisting.
- Tender offer for Banco BEA S.A. due to sale of control and the delisting.
- Tender offer for Banco do Estado do Ceara S.A. due to sale of control and the delisting.
- Tender offer for Banco do Estado do Maranhao S.A.-BEM due to sale of control and the delisting.
|
18
SECTION III
ABOUT THE VALUATION EXPERT
UNDERWRITING - CREDENTIALS
SELECTED TRANSACTIONS
DEBENTURES
[LOGO] [LOGO] [LOGO] [LOGO] [LOGO] [LOGO] [LOGO] [LOGO] [LOGO] [LOGO] [LOGO] [LOGO] [LOGO] [LOGO] [LOGO]
|
19
SECTION III
ABOUT THE VALUATION EXPERT
UNDERWRITING - CREDENTIALS
SELECTED TRANSACTIONS
DEBENTURES
[LOGO] [LOGO] [LOGO] [LOGO] [LOGO] [LOGO] [LOGO] [LOGO] [LOGO] [LOGO] [LOGO] [LOGO] [LOGO] [LOGO] [LOGO]
|
20
SECTION III
ABOUT THE VALUATION EXPERT
UNDERWRITING - CREDENTIALS
TENDER OFFERS
[LOGO] [LOGO] [LOGO] [LOGO] [LOGO] [LOGO]
|
21
SECTION III
ABOUT THE VALUATION EXPERT
UNDERWRITING - CREDENTIALS
SELECTED TRANSACTIONS
INTERNATIONAL ISSUES
COMMERCIAL PAPER
[LOGO] [LOGO] [LOGO] [LOGO] [LOGO] [LOGO] [LOGO] [LOGO] [LOGO]
|
22
SECTION III
ABOUT THE VALUATION EXPERT
MERGERS AND ACQUISITIONS - CREDENTIALS
M&A TRANSACTIONS
[LOGO] [LOGO] [LOGO] [LOGO] [LOGO] [LOGO] [LOGO] [LOGO] [LOGO] [LOGO] [LOGO] [LOGO] [LOGO] [LOGO] [LOGO]
|
23
SECTION III
ABOUT THE VALUATION EXPERT
PROJECT FINANCE- CREDENTIALS
[LOGO] [LOGO] [LOGO] [LOGO] [LOGO] [LOGO] [LOGO] [LOGO] [LOGO] [LOGO]
|
24
SECTION III
ABOUT THE VALUATION EXPERT
INTERNAL PROCEDURE FOR THE APPROVAL OF THE EVALUATION REPORT
STAGE ONESTAGE TWOSTAGE THREE
Collect and analyze the Modeling and economic Preparation of the report, public information on theevaluation of the Company review of the numbers and Company verification of compliance Discussion of the with existing laws TEAM INVOLVED assumptions used in the modeling TEAM INVOLVED Analysis TEAM INVOLVED Analysis,
Analysis andLegal Board of Officers and
Board of Officers
|
25
SECTION III
ABOUT THE VALUATION EXPERT
IDENTITY AND QUALIFICATIONS OF THE RESPONSIBLE PROFESSIONALS
DENISE PAULI PAVARINA DE MOURA
DEPARTMENTAL BOARD OF OFFICERS (DIRETORA DEPARTAMENTAL)
Economist graduated in Fundacao Armando Alvares Penteado - FAAP and bachelor of law at Universidade Paulista, who specialized in finance at the Brazilian Institute of Capital Markets (Instituto Brasileiro de Mercado de Capitais). Ms. De Moura has 20 years of experience in Capital Markets, having participated in various mergers and acquisitions, privatisations, Project Finance, structured transactions and underwriting. Of prominence amongst her experience is the transaction carried out with the IFC to issue bonds which were convertible into shares, which was pioneering in Brazil. Also of prominence was the incorporation of VBC and a large part of the financed acquisition transactions that followed. Ms. De Moura also worked in the Department of Administration of Resources where she was jointly responsible for more than R$ 30 billion of assets under management and a team of 150 employees, thereby gaining knowledge about issuers of securities and potential investors. Ms. De Moura is an board member of APIMEC.
|
26
ABOUT THE VALUATION EXPERT
IDENTITY AND QUALIFICATIONS OF THE RESPONSIBLE PROFESSIONALS
PAULO HENRIQUE DE MEDEIROS ARRUDA
EXECUTIVE MANAGER (SUPERINTENDENTE EXECUTIVO)
Mr. Arruda was graduated in Business Administration at PUC-SP, specialized in finance at IBMEC and gained a post-graduate qualification in Administration at the Kellog School of Business, Northwestern University, Chicago. He is currently responsible for Structured Transactions, Mergers and Acquisitions and Project Finance. Previously he was responsible at Bradesco Corporate for the management of relationships and business growth with companies in the Brazilian infrastructure sector, managing a portfolio of US$ 2.1 billion assets. Mr. Arruda has 10 years' experience in Corporate Banking and participated in several transactions involving the financing of the Infrastructure sector, in particular the Energy, Telecommunications and highways sectors, via Corporate and Project Finance structures. Financing for these projects included financing from BNDES ("Banco Nacional de Desenvolvimento; the Brazilian Development Bank), Capital Markets transactions, Multilateral and Export Credit Agencies, amongst other sources.
|
27
SECTION III
ABOUT THE VALUATION EXPERT
IDENTITY AND QUALIFICATIONS OF THE RESPONSIBLE PROFESSIONALS
EDUARDO ALEXANDRE EWERT SENIOR ANALYST
Economist graduated at the University of Sao Paulo-USP, and with a postgraduate qualification in Finance from IBMEC. Mr. Ewert has 9 years of experience as an investment analyst. He has participated in important transactions in the Brazilian market such as the issuing of bonds in companies including Petrobras, Braskem and Telemar; the preparation of the report on the Evaluation of the public offer for the acquisition of shares of Embratel; and merger and acquisition transactions consisting mainly of acquisitions carried out or in partnership with Banco Bradesco.
ALEXANDRE TAKIGUCHI MONTEIRO ANALYST
Mr. Monteiro graduated in Business Management from the University of Mackenzie and specialized in Economics at the Fundacao Instituto de Pesquisas Economicas at the University of Sao Paulo (FIPE/USP). He joined the Analysis Department at Banco Bradesco in 2005. He has already been involved in underwriting transactions, mergers and acquisitions, syndicated loans and project finance. Previously, he was involved in credit analysis in agribusiness and external audits of financial institutions.
|
28
SECTION III
ABOUT THE VALUATION EXPERT
DECLARATION BY THE VALUATION EXPERT
Banco Bradesco S.A., its controllers or people entailed to them, hold 71,000 common shares and 13,256 preferred shares in Sadia and 295,567 preferred shares under its discretionary administration.
Banco Bradesco S.A has not obtained commercial and creditor information which could impact on this Evaluation Report.
Banco Bradesco S.A. does not have a conflict of interest that lessens the independence required to carry out the evaluation and presentation of this report.
The cost of the Evaluation Report was R$1,000,000.00 (one million reais).
Sadia have not contracted Bradesco, nor compensated it for any advisory, evaluation, audit or similar services in the 12 months prior to the Tender Offer (OPA).
DENISE PAULI PAVARINA DE MOURA EDUARDO A. EWERT/ ALEXANDRE T. MONTEIRO
Department DirectorResponsible Analysts
|
29
Section IV
EVALUATION OF SADIA
|
30
SECTION IV
INFORMATION ABOUT SADIA BRIEF DESCRIPTION
INFORMATION ABOUT SADIA
-National leadership in various segments of the food sector, mainly dealing with frozen and refrigerated poultry and pork.
-Largest Brazilian exporter of poultry (25.6% of total Brazilian exports).
-Market leader in frozen products (45.7%), refrigerated products (29.6%) and margarines (34.2%)(1).
HISTORY
1944:Creation of Sadia following the acquisition of Concordia Ltda;
1990:Increase in its operations focused on the poultry and pork sectors;
1999:Acquisition of Granja Rezende;
2005:Acquisition of So Frango;
2005:Return to the bovine meat sector (special cuts).
[CHART]
BREAKDOWN OF GROSS REVENUE - 2005
[CHART]
GROSS REVENUE - R$ MILLION
SOURCE: COMPANY; (1) AC NIELSEN, 2005.
|
31
SECTION IV
INFORMATION ABOUT SADIA BRIEF DESCRIPTION
INFORMATION ABOUT SADIA
STRATEGY
-INCREASE MARKET PENETRATION THROUGH EXPANDED DISTRIBUTION.
-FOCUS IN RETAIL, INTERNATIONAL SALES AND FOOD SERVICE SALES.
-CONTINUOUS RESPONSE TO THE MARKET, with quality customer services.
-MAINTAIN LOW-COST PRODUCTS AND OPERATIING EFFICIENCY by making use of the comparative advantages of the Brazilian market, including its competitive prices.
-CONTINUED BRAND DIFFERENTIATION, through packaging and advertising.
-ORGANIC GROWTH, INVESTMENTS IN PRODUCTION CAPACITY AND ACQUISITIONS.
-MAINTAINANCE OF THE SAME RATIO OF EXPORTS AND DOMESTIC SALES, thereby obtaining a natural hedge to market oscillations.
-ENVIRONMENTALLY SOUND PROJECTS AND INITIATIVES.
-EXPANSION OF PORTFOLIO WITH HIGHER VALUE-ADDED PRODUCTS. Sadia has launched approximately 60 products per year in the last three years.
[CHART]
SHARE OF POULTRY MARKET(1)
[CHART]
SHARE OF PORK EXPORT MARKET(2)
SOURCE: SADIA; (1) ABEF, ASSOCIACAO BRASILEIRA DE PRODUTORES E EXPORTADORES DE FRANGO- 2005; (2) ABIPECS ASSOCIACAO BRASILEIRA DA INDUSTRIA PRODUTORA E EXPORTADORA DE CARNE SUINA - 2004
|
32
SECTION IV
INFORMATION ABOUT SADIA
CORPORATE STRUCTURE - SADIA
COMPOSITION OF SHARES: ORDINARY SHARES (ON): 257.000.000 PREFERRED SHARES (PN): 426.000.000 TOTAL SHARES: 683.000.000
SOURCE: ITR, MARCH 31 2006, FORM 20F (SEC - SECURITIES AND EXCHANGE COMMISSION), DECEMBER 31 2005.
|
33
SECTION IV
INFORMATION ABOUT SADIA BRIEF DESCRIPTION
HISTORICAL PERFORMANCE - SADIA
MILLION OF R$2003 2004 20051Q2006
GROSS REVENUE 5,8557,3178,3281,751 Taxes/ Deductions (-) (622)(1,009)(1,010)(245)
NET REVENUE 5,2336,3077,3181,506 Cost of Sales(3,788)(4,462)(5,311)(1,172)
GROSS PROFIT1,4951,8452,007334 Sales Expenses (885)(1,145)(1,246)(289) General and administrative Expenses (98) (47) (72) (20)
EBIT512653701 25 Financial Expenses, net 149(33) 236104
NET INCOME447439657 67 EBITDA700843896 83 GROSS MARGIN 28.6%29.3%27.4%22.2%
EBIT MARGIN 9.8%10.4% 9.6% 1.7%
NET MARGIN8.5% 7.0% 9.0% 4.4%
EBITDA MARGIN13.4%13.4%12.2% 5.5% TOTAL ASSETS5,4885,7266,5236,300
Total Debt2,9662,9193,1103,052 Net Debt355317418746
SHAREHOLDER'S EQUITY1,4871,7782,2242,241 NET DEBT / EBITDA (LTM) 0.5 x0.4 x0.5 x0.9 x
NET DEBT/ SHAREHOLDER'S EQUITY 23.9%17.8%18.8%33.3%
SOURCE: SADIA
|
34
SECTION IV
INFORMATION ABOUT SADIA MARKET PERFORMANCE
POULTRY MARKET
[CHART]
WORLD PRODUCTION OF POULTRY THOUSANDS OF TONS-2006E
[CHART]
POULTRY EXPORTS THOUSANDS OF TONS
-Brazil is the largest exporter of poultry in the world, exporting an estimated 3 million tons in 2006. Its exports have increased in the last five years at a rate of 16.7% per year.
-The country is the third largest producer of poultry in the world, producing 10.3 million tons in 2006, and a 7.9% growth per year from 2002 to 2006.
-In 2006, it is expected that Brazil will be the fourth largest consumer of poultry, consuming 7.3 million tons, with a 5% growth per year rate since 2002.
[CHART]
POULTRY CONSUMPTION-2006E TOTAL CONSUMPTION OF 63.5 MILLION TONS
SOURCE: USDA, OCT, 2005.
|
35
SECTION IV
INFORMATION ABOUT SADIA PERFORMANCE IN MARKET
PORK MARKET
[CHART]
WORLD PRODUCTION OF PORK THOUSANDS OF TONS-2006E
[CHART]
PORK EXPORTS THOUSANDS OF TONS
-Brazil is the fourth largest producer of pork in the world, with a 2 % per year growth rate in recent years.
-Exports of Brazilian pork represent 12% of world exports, with 1.5% per year growth rate in the last five years.
-Brazilian participation in world pork consumption is still small (2%), with the main consumers being China and the European Union.
[CHART]
PORK CONSUMPTION-2006E TOTAL CONSUMPTION OF 96.2 MILLION TONS
SOURCE: USDA, OCT 2005.
|
36
SECTION IV
MACROECONOMIC ASSUMPTIONS
ECONOMIC ASSUMPTIONS
THE MACROECONOMIC PROJECTIONS THAT ARE GIVEN IN SUPPORT OF EVALUATION OF DISCOUNT CASH FLOW FOR SADIA WERE SET FORTH BY THE DEPARTMENT OF ECONOMIC RESEARCH AND STUDY - DEPEC OF BANCO BRADESCO.
2006200720082009201020112012201320142015
Brazil GDP3.80% 3.96% 4.02% 4.02% 3.98% 4.20% 4.21% 4.37% 4.50% 4.59%
IGP-M 2.90% 4.10% 4.50% 4.25% 4.25% 4.00% 4.00% 4.00% 4.00% 4.00% IPCA4.10% 4.40% 4.50% 4.25% 4.25% 4.00% 4.00% 4.00% 4.00% 4.00%
USD - End of Period 2.102.202.282.352.442.522.612.702.802.90 USD - Average 2.172.152.242.312.392.482.562.652.752.85 Exchange Variation -10.3%4.8%3.6%3.1%3.8%3.3%3.5%3.6%3.7%3.6%
TJLP7.91% 6.87% 6.81% 6.55% 6.47% 6.22% 5.98% 5.80% 5.46% 5.48% CDI (Interbank Deposit Rate) 15.22%13.33%12.51%11.48%11.14%10.83%10.71%10.55%10.33% 9.93%
SOURCE: BRADESCO - DEPEC
SOURCE: BRADESCO -DEPEC
|
37
SECTION IV
VALUE OBTAINED BY DIFFERENT CRITERIA
AVERAGE PRICE OF THE SHARES - SADIA
THE AVERAGE PRICE OF THE SHARES OF SADIA TRADED ON THE SAO PAULO STOCK EXCHANGE (BOVESPA) WAS OBTAINED BY DIVIDING THE FINANCIAL VOLUME BY THE SUM OF THE NUMBER OF SHARES TRADED IN THE LAST 30 DAYS AND THE 12 MONTHS, RESPECTIVELY, PRIOR TO JULY 13, 2006.
THE AVERAGE PRICE FOR THE COMMON SHARES IN THE LAST 30 DAYS IS R$6.05 PER SHARE AND IN THE LAST 12 MONTHS R$5.33 PER SHARE.
THE AVERAGE PRICE FOR THE PREFERRED SHARES IN THE LAST 30 DAYS IS R$5.51 PER SHARE AND IN THE LAST 12 MONTHS R$5.96 PER SHARE.
COMMON SHARES - SDIA3 (1)PREFERRED SHARES - SDIA4 AVERAGEAVERAGE TOTAL VOLUME TOTAL VOLUME SHARE PRICETOTAL VOLUME TOTAL VOLUME SHARE PRICE ( ,000)(BRL ,000)(BRL/SHARE) ( ,000)(BRL ,000) (BRL/SHARE)
Share Price as of 13.July.2006 2 12 5.753,150 17,767 5.64
Last 30 days12 73 6.05 43,971242,469 5.51
Last 12 months * 1,0425,555 5.33662,0943,942,782 5.96
(1)LAST PRICE AS OF 12.JULY.2006.
SOURCE: ECONOMATICA/ SAO PAULO STOCK EXCHANGE
|
38
SECTION IV
VALUE OBTAINED BY DIFFERENT CRITERIA
BOOK VALUE PER SHARE - SADIA
THE BOOK VALUE PER SHARE OF SADIA WAS OBTAINED BY DIVIDING THE SHAREHOLDERS EQUITY BY THE TOTAL NUMBER OF SHARES ISSUED BY THE COMPANY.
BASED ON THE FINANCIAL STATEMENTS PUBLISHED AS OF MARCH 31, 2006, THE VALUE OBTAINED WAS R$2.76 PER SHARE:
BRL MILLION
Shareholders Equity as of March 31, 2006 1,885
Shares Issued683,000,000
Book Value - BRL/share2.76
SOURCE: CVM
|
39
SECTION IV
VALUE OBTAINED BY DIFFERENT CRITERIA
DISCOUNTED CASH FLOW VALUATION - GENERAL ASSUMPTIONS
THE FOLLOWING TABLE DESCRIBES THE MAIN CRITERIA USED IN THE STANDARD DISCOUNTED CASH FLOW-MODEL FOR THE VALUATION OF COMPANIES:
CONSOLIDATED CRITERIAConsolidated results according to the financial statements published by the Company, in which the investments in controlled companies are removed as well as the assets and liabilities, income and expenses balances between the companies;
BASE DATEPublished results of the 1st Quarter of 2006;
CURRENCY Results and flows projected in Brazilian reais;
PROJECTION HORIZON Projected cash flow until 2015;
TERMINAL VALUE Calculated based on the projected cash flow for 2015, considering an average growth rate "g" between 2.5% and 3.5% in real terms;
DISCOUNT RATEObtained using the WACC - Weighted Average Cost of Capital method).
|
40
SECTION IV
VALUE OBTAINED BY DIFFERENT CRITERIA
DISCOUNTED CASH FLOW VALUATION - ASSUMPTIONS
VOLUME DOMESTIC MARKET - The growth of sales of poultry and pork in 2006 reflects the policy of the business to direct volumes not exported to the domestic market.
In the long term, the rates of growth of the volume of poultry, pork and bovines is correlated with the growth of GDP. In relation to manufactured/industrial products, we estimate a rate of growth of twice the GDP (2.0X) in the first five years of this projection, based on the assumption of a income growth effect. We estimate growth of one and a half times (1.5X) GDP in later years.
FOREIGN MARKET - Bird flu and the trade embargo imposed by Russia on the importation of pork negatively affected exports in the first quarter of 2006. We expect a gradual recovery of exports from the second semester of 2006, given an end to the Russian embargo, a reduction in cases of bird flu and a resurgence of global consumption.
For the long term, we based our projections on the historical growth rate of world consumption (between 2000-2005), according to the estimated figures of USDA - U.S. Department of Agriculture.
In relation to manufactured products, we estimate a growth rate of 2.0x for the sales of poultry and pork to the foreign market in the first five years and of 1.5x in the following years.
|
41
SECTION IV
VALUE OBTAINED BY DIFFERENT CRITERIA
DISCOUNTED CASH FLOW VALUATION - ASSUMPTIONS
PRICES DOMESTIC MARKET - Recovery of average prices from the second half of 2006 onwards, with 2008 average prices close to the ones reported in 2005.
Regarding manufactured products, we consider a price readjustment in line with inflation (IPCA).
FOREIGN MARKET - As with the domestic market, there will be a recovery in average prices from the second half of 2006 onwards, with 2008 average prices close to the ones reported in 2005.
|
42
SECTION IV
VALUE OBTAINED BY DIFFERENT CRITERIA
DISCOUNTED CASH FLOW VALUATION - ASSUMPTIONS
TAXES ANDAverage percentage obtained from gross income between DEDUCTIONS 2005 and the first quarter of 2006.
COSTS AND GROSSReduction of the gross margin in 2006, reflecting the MARGIN effect of the drop in the price of fresh products (poultry and pork) during the first half of 2006. The estimated price recovery in the domestic and foreign markets as well as the sales volumes recovery in 2007 will bring margins back to historical levels.
OPERATINGSales expenses - average level obtained in the previous EXPENSES quarters.
General and administrative expenses - fixed expenses adjusted in line with inflation rate of the period.
DEPRECIATION AND Average depreciation rate of 7.1% per annum upon AMORTIZATION historical fixed assets (as of March, 31 2006). We consider the same rate to apply to future investments.
WORKING CAPITALMaintenance of the average tenor for the main working capital accounts of as of 2005.
INVESTMENTSFor the period between 2006 and 2009, the Company announced investments of R$ 1.250 million, R$ 216 million of which were spent in the first quarter of 2006.
For the following years, we consider an investment rate of 1.1 times annual depreciation.
|
43
SECTION IV
VALUE OBTAINED BY DIFFERENT CRITERIA
PROJECTED RESULTS - SADIA
[CHART]
SALES VOLUMES - DOMESTIC MARKET
[CHART]
GROSS REVENUES - DOMESTIC MARKET
|
44
SECTION IV
VALUE OBTAINED BY DIFFERENT CRITERIA
PROJECTED RESULTS - SADIA
[CHART]
SALES VOLUMES - FOREIGN MARKET
[CHART]
GROSS REVENUES - FOREIGN MARKET
|
45
SECTION IV
VALUE OBTAINED BY DIFFERENT CRITERIA
PROJECTED RESULTS - SADIA
INCOME STATEMENT - BRL MILLION20042005200620072008200920102011201220132014 2015
GROSS SALES 7,317 8,328 7,587 8,635 9,69410,68211,77712,85514,02515,334 16,794 18,203
Sales Deductions (1,009) (1,010) (1,091) (1,242) (1,397) (1,539) (1,696) (1,851) (2,020) (2,208)(2,419)(2,622)
NET SALES 6,307 7,318 6,496 7,393 8,296 9,14310,08111,00412,00513,125 14,376 15,581
VARIATION20.5% 16.0%-11.2% 13.8% 12.2% 10.2% 10.3%9.1%9.1%9.3% 9.5% 8.4% Cost of Goods Sold (4,462) (5,311) (4,883) (5,383) (5,981) (6,508) (7,168) (7,830) (8,538) (9,333) (10,153) (10,905)
GROSS PROFIT1,845 2,007 1,613 2,010 2,315 2,635 2,913 3,174 3,466 3,7934,2234,676 GROSS MARGIN 29.3% 27.4% 24.8% 27.2% 27.9% 28.8% 28.9% 28.8% 28.9% 28.9%29.4%30.0%
Operating Expenses (1,141) (1,246) (1,292) (1,433) (1,568) (1,723) (1,896) (2,065) (2,250) (2,456)(2,678)(2,887)
EBIT653 701 322 577 747 911 1,017 1,108 1,217 1,3371,5451,789 EBIT MARGIN10.4%9.6%5.0%7.8%9.0% 10.0% 10.1% 10.1% 10.1% 10.2%10.7%11.5%
Net Financial Income(33)236 16724363749607692107116
Profit Sharing(51)(60)(53)(55)(58)(60)(63)(65)(68)(71) (74) (77)
NET INCOME439 657 287 383 504 616 697 768 852 9461,0961,269 NET MARGIN7.0%9.0%4.4%5.2%6.1%6.7%6.9%7.0%7.1%7.2% 7.6% 8.1% EBITDA843 896 549 833 1,019 1,203 1,334 1,454 1,595 1,7521,9262,086 EBITDA MARGIN13.4% 12.2%8.5% 11.3% 12.3% 13.2% 13.2% 13.2% 13.3% 13.3%13.4%13.4%
BALANCE SHEET - BRL MILLION 2004200520062007200820092010201120122013 2014 2015
Cash, Banks 2,406 2,664 1,485 1,587 1,624 1,708 1,757 1,816 1,887 1,9642,0192,127 Receivables 350 510 521 528 593 654 721 787 858 9381,0281,114 Inventories 1,065 992 978 1,006 1,118 1,216 1,340 1,463 1,596 1,7441,8972,038 Others720 614 573 565 565 565 565 565 565 565565565 Permanent 1,185 1,743 2,356 2,308 2,254 2,302 2,364 2,448 2,557 2,6962,9483,255 TOTAL ASSETS5,726 6,523 5,914 5,995 6,154 6,445 6,746 7,079 7,463 7,9078,4579,098
Suppliers 488 496 469 507 573 621 686 748 816 8929751,055 Salaries, Taxes 126 138 141 149 168 183 202 221 241 263288312 Bank Loans2,717 3,099 2,533 2,372 2,173 2,056 1,890 1,724 1,558 1,3921,2251,059 Others617 566 435 435 435 435 435 435 435 435435435 Shareholders Equity 1,778 2,224 2,336 2,531 2,806 3,149 3,533 3,951 4,414 4,9265,5336,237 TOTAL LIABILITIES 5,726 6,523 5,914 5,995 6,154 6,445 6,746 7,079 7,463 7,9078,4579,098
|
46
SECTION IV
VALUE OBTAINED BY DIFFERENT CRITERIA
PROJECTED FREE CASH FLOW - SADIA
FREE CASH FLOW - BRL MILLION9M06200720082009201020112012201320142015
EBIT(1) 244 521 689 851 955 1,043 1,149 1,266 1,472 1,713 (-) Income Tax(58) (167) (234) (289) (325) (355) (391) (431) (500) (582) NOPLAT186 354 455 562 630 688 758 836 971 1,130
(+) Depreciation170 257 272 291 317 346 378 415 381 297 GROSS CASH FLOW 356 611 727 853 947 1,034 1,136 1,251 1,352 1,427
(-) CAPEX(593) (198) (310) (434) (486) (538) (604) (684) (767) (727) Permanent(641) (209) (217) (339) (379) (429) (487) (554) (633) (603) Working Capital4711 (92)(95) (107) (109) (117) (130) (134) (123)
FREE CASH FLOW (238)413 417 419 461 496 532 567 585 701
DEFLATION FACTOR 1.011.041.091.131.181.231.281.331.391.44
FCF DEFLATED (236)396 383 369 390 402 416 425 422 486
DISCOUNT RATE - WACC @ 8,6%1.021.121.221.331.461.591.741.902.072.27
DCF - PRESENT VALUE(231)355 314 277 267 253 239 224 204 214
TOTAL DCF 9M2006 - 2015 2,116
PERPETUITY
DCF 2015 - Deflated (A) 486 Perpetuity Growth (g = 3%)(B) 3.0% Discount rate (WACC)(C) 9.3% PERPETUITY(D) = [A*(1+B)]/(C-B) 8,010
ACCUMULATED DISCOUNT FACTOR (E)2.27
PRESENT VALUE - PERPETUITY(D)/ (E)3,534
(1)INCLUDING PROFIT SHARING EXPENSES
|
47
SECTION IV
VALUE OBTAINED BY DIFFERENT CRITERIA
EVALUATION BY DISCOUNTED CASH FLOW - SADIA
BASED ON THE DISCOUNTED CASH FLOW METHODOLOGY AND CONSIDERING A WACC IN CONSTANT CURRENCY OF 9.3% (EQUIVALENT TO A NOMINAL RATE OF 13.4%), THE PRICE RANGE PER SHARE OF SADIA IS BETWEEN R$6.97 AND R$7.41, BASED ON THE SENSITIVITY ANALYSIS DUE TO THE GROWTH RATE OF PERPETUITY.
BRL MILLIONWEIGHTED AVERAGE COST OF CAPITAL
NOMINAL DISCOUNT RATE* 12.4%12.9%13.4%13.9%14.4% REAL DISCOUNT RATE8.3% 8.8% 9.3% 9.8%10.3% Present Value of Cash Flows 2,2222,1682,1162,0652,016 Present Value of Perpetuity 4,5804,0073,5343,1372,800 FIRM VALUE6,8026,1755,6495,2014,816
Net Debt (746)(746)(746)(746)(746) EQUITY VALUE6,0565,4304,9044,4564,070 SHARE PRICER$8.87 R$7.95 R$7.18 R$6.52 R$5.96
(1)REAL RATE COMPOUNDED WITH THE BRAZILIAN INFLATION RATE
SENSITIVITY ANAYSIS - EQUITY VALUE
BRL MILLIONWEIGHTED AVERAGE COST OF CAPITAL (REAL RATE)
PERPETUITY8.3% 8.8% 9.3% 9.8%10.3% 2.50%5,6385,0914,6264,2253,877 2.75%5,8385,2534,7594,3373,971 3.00%6,0565,4304,9044,4564,070 3.25%6,2975,6225,0604,5844,177 3.50%6,5635,8325,2294,7234,292
SENSITIVITY ANAYSIS - PRICE/ SHARE
BRL MILLIONWEIGHTED AVERAGE COST OF CAPITAL (REAL RATE)
PERPETUITY8.3% 8.8% 9.3% 9.8%10.3% 2.50% 8.25 7.45 6.77 6.19 5.68 2.75% 8.55 7.69 6.97 6.35 5.81 3.00% 8.87 7.95 7.18 6.52 5.96 3.25% 9.22 8.23 7.41 6.71 6.12 3.50% 9.61 8.54 7.66 6.92 6.28
|
48
SECTION IV
VALUE OBTAINED BY DIFFERENT CRITERIA
EVALUATION BY MARKET MULTIPLES - SADIA
THE VALUE WAS SELECTED FROM THE MEDIAN AND AVERAGE OF MULTIPLES OBTAINED FROM THE FINANCIAL RATIOS OF ITS INTERNATIONAL PEERS.
USING AS A REFERENCE THE ESTIMATED MULTIPLES OF EV/EBITDA 2007, WE SELECTED A PRICE RANGE FOR SADIA' SHARES FROM R$7.95 TO R$ 8.24.
MARKETNET DEBT + ECONOMIC EV / EBITDA EV / EBITDA USD MILLION COUNTRY CAPITALIZATION MINORITY INTERESTVALUE EBITDA 2006E EBITDA 2007E 2006E (x) 2007E (x)
TYSON FOODS USA5,422 3,1968,6187891,26710.9 6.8 HORMEL FOODSUSA5,094 2765,369555599 9.7 9.0 SMITHFIELD FOODSUSA3,222 2,5025,723641719 8.9 8.0 PILGRIM'S PRIDE USA1,793 4292,22220932410.7 6.9 MEDIAN 4,158 1,4655,54659865910.2 7.4 MEAN 3,882 1,6015,48354872710.0 7.6
SOURCE: BLOOMBERG / IBES - DATA AS OF 10.07.2006
SADIAMULTIPLES 2006 MULTIPLES 2007 BRL MILLION MEDIANMEANMEDIAN MEAN
PROJECTED EBITDA549549 833833 Multiple (x) 10.2 10.0 7.47.6 Economic Value5,5865,520 6,1766,372 Net Debt746746 746746 Capital Value 4,8404,774 5,4305,626 BRL/SHARE7.09 6.997.95 8.24
WE CONSIDERED 2007 MULTIPLES DUE TO THE FACT THAT SADIA'S EBITDA FOR 2007 BETTER REFLECTS ITS HISTORICAL PERFORMANCE.
|
49
Section V
ANNEXES
|
50
SECTION V
ANNEXES
I. GLOSSARY
EBITDAEarnings Before Interest and Taxes, Depreciation and Amortization - equivalent to the operational result before expenses and contributions, taxes and depreciation and amortization
EBITEarnings Before Interest and Taxes - equivalent to operational result before expenses, contributions, and taxes
NOPLATNet Operating Profit Less Adjusted Taxes- equivalent to the operating profit before financial expenses less selected taxes (Income Tax and Social Contribuition) on the EBIT
WACCWeighted Average Cost of Capital
g Growth Rate - Rate of Growth of the flows to perpetuity (in annual terms)
PIB Gross Domestic Product measured by IBGE - Brazilian Institute of Geography and Statistics
IPCANational Index of Broad Consumer Prices - Published by IBGE - Brazilian Institute of Geography and Statistics, the IPCA is an official index of the federal government, constructed to measure inflation
|
51
SECTION V
ANNEXES
II. HISTORICAL QUOTATIONS
THE FOLLOWING TABLES SHOW THE DAILY MOVEMENT AND THE AVERAGE PRICE OF THE COMMON STOCK AND PREFERRED SHARES OF SADIA (SDIA3 AND SDIA4) TRADED ON THE SAO PAULO STOCK EXCHANGE, IN THE PERIOD FROM JULY 13, 2005 TO JULY 13, 2006:
SDIA3
VOLUMEVOLUME WEIGHTED PRICE DATESHARES BRLBRL/SHARE
Jul-05 215,000 884,600 4.11 Aug-05 133,000 608,790 4.58 Sep-05 139,000 724,870 5.21 Oct-0584,000 449,680 5.35 Nov-0548,000 266,120 5.54 Dec-05 109,000 651,030 5.97 Jan-0667,000 451,330 6.74 Feb-0621,000 144,200 6.87 Mar-06 125,000 762,370 6.10 Apr-0628,000 174,110 6.22 May-0647,000 277,730 5.91 Jun-0621,000 130,260 6.20 Jul-06 5,00029,500 5.90 TOTAL1,042,000 5,554,590 5.33
SDIA4
VOLUMEVOLUME WEIGHTED PRICE DATESHARES BRLBRL/SHARE
Jul-0511,653,00055,320,400 4.75 Aug-0541,186,000 210,004,200 5.10 Sep-0564,703,000 377,608,700 5.84 Oct-0567,683,000 381,093,000 5.63 Nov-0556,104,000 323,634,400 5.77 Dec-0547,621,000 299,476,300 6.29 Jan-0658,664,000 412,205,000 7.03 Feb-0654,974,000 364,312,800 6.63 Mar-0677,672,000 461,860,500 5.95 Apr-0637,934,000 237,159,200 6.25 May-0679,904,000 459,088,000 5.75 Jun-0644,472,000 253,624,200 5.70 Jul-0619,524,000 107,394,890 5.50 TOTAL662,094,000 3,942,781,590 5.96
|
52