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 PERDIGAO S.A.
BANCO BRADESCO S.A.
CAPITAL MARKET DEPARTMENT
July 13, 2006
[BRADESCO LOGO]
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1
INDEX
SECTIONS
I. IMPORTANT NOTES03
II.EXECUTIVE SUMMARY07
III. INFORMATION ABOUT THE VALUATION EXPERT.15
IV.EVALUATION OF PERDIGAO.30
- INFORMATION ABOUT THE COMPANY.31
- AVERAGE PRICE OF THE SHARES.38
- BOOK VALUE PER SHARE39
- DISCOUNTED CASH FLOW50
- MULTIPLES.51
V.ANNEXES
ANNEX I - GLOSSARY53
ANNEX II - HISTORICAL QUOTATIONS54
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Section I
IMPORTANT NOTES
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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 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.
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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 Perdigao, 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 Perdigao totaled R$117.9 million and the balance of judicial deposits was R$17.9 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.
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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 Perdigao 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 Perdigao.
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.
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Section II
EXECUTIVE SUMMARY
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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 Perdigao, 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 websites of the Company), in particular the Risk Factors section. |
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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 COMPARABLES
- 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.
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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 Perdigao 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.
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SECTION II
EXECUTIVE SUMMARY
METHOD OF EVALUATION - DISCOUNTED CASH FLOW
FREE 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%.
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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) + DXK 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%).
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SECTION II
EXECUTIVE SUMMARY
DISCOUNT RATE CALCULATION
THE TABLE BELOW SHOWS HOW THE DISCOUNT RATE (WACC) USED IN THE CURRENT EVALUATION WAS CALCULATED:
WACCCOMMENTS
ADJUSTED BETA0.78 Based on the Company's Adjusted Beta 1
Risk-Free Rate5.2%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 Premium3.1%Average Risk Premium Brazil EMBI Last 12 months 3
COST OF EQUITY = Ke12.2%= RISK FREE RATE + (BETA X USA - MKT RISK PREMIUM) + BRAZIL RISK PREMIUM
Cost of Debt7.4%Company's Average Weighted Cost of Debt
Income Tax and Social Contribution 34.0%Brazilian Income Tax (25%) e Social Contribution (9%)
COST OF DEBT = Kd X (1 - T) 4.9%= NET COST OF DEBT (-) (INCOME TAX AND SOCIAL CONTRIBUTION)
Equity Value / Firm Value = E81.2% TARGET STRUCTURE BASED ON AVERAGE RELATION E/(D+E) between 2004 - 1Q06. Net Debt / Firm Value = D18.8%
NOMINAL WACC (USD) 10.8%= (E X Ke) + (D X (Kd X (1 - T))
American Inflation Rate 2.0%Estimates from Banco Bradesco - Economic Research Department
REAL WACC 8.6%= NOMINAL WACC DEFLATED BY THE AMERICAN INFLATION RATE
Expected Brazilian Inflation Rate 4.1%Estimates from Banco Bradesco - Economic Research Department
NOMINAL WACC (BRL) 12.7%= REAL WACC CONSIDERING THE BRAZILIAN INFLATION RATE
SOURCES: 1) BLOOMBERG 2) IBBOTSON 3) JPMORGAN
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SECTION II
EXECUTIVE SUMMARY
SUMMARY OF SELECTED VALUES
THE DIAGRAM BELOW SHOWS A SUMMARY OF THE VALUE OF PERDIGAO 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$25.28 TO R$27.25 PER SHARE, CONSIDERING A VARIATION OF 0.25% ON THE CENTRAL GROWTH RATE OF PERPETUITY OF 3.0%.
[CHART]
SUMMARY TABLE - PERDIGAO PER SHARE VALUE
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Section II
INFORMATION ABOUT THE VALUATION EXPERT
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SECTION III
ABOUT THE EVALUATION 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
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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").
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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.
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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]
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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]
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SECTION III
ABOUT THE VALUATION EXPERT
UNDERWRITING - CREDENTIALS
TENDER OFFERS
[LOGO] [LOGO] [LOGO] [LOGO] [LOGO] [LOGO]
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SECTION III
ABOUT THE VALUATION EXPERT
UNDERWRITING - CREDENTIALS
SELECTED TRANSACTIONS
INTERNATIONAL ISSUES
COMMERCIAL PAPER
[LOGO] [LOGO] [LOGO] [LOGO] [LOGO] [LOGO] [LOGO] [LOGO] [LOGO]
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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]
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SECTION III
ABOUT THE VALUATION EXPERT
PROJECT FINANCE- CREDENTIALS
[LOGO] [LOGO] [LOGO] [LOGO] [LOGO] [LOGO] [LOGO] [LOGO] [LOGO] [LOGO]
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SECTION III
ABOUT THE VALUATION EXPERT
INTERNAL PROCEDURE FOR THE APPROVAL OF THE EVALUATION REPORT
STAGE ONE STAGE TWO STAGE THREE
Collect and analyze theModeling and economic Preparation of the report, public information on the evaluation of the Companyreview of the numbers and Companyverification of compliance Discussion of the with existing laws TEAM INVOLVEDassumptions used in the modelingTEAM INVOLVED Analysis TEAM INVOLVEDAnalysis, Legal Analysis and and Board of OfficersBoard of Officers
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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.
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SECTION III
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 diverse 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.
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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.
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SECTION III
ABOUT THE VALUATION EXPERT
DECLARATION BY THE VALUATION EXPERT
Banco Bradesco S.A., its controllers or people entailed to them, hold 4,389,589 common shares in Perdigao and 62,445 common 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$1,000,000.00 (one million reais).
Perdigao have not contracted Bradesco, nor compensated it for any advisory, evaluation, audit or similar services in the 12 months prior to the present Tender Offer (OPA).
DENISE PAULI PAVARINA DE MOURA EDUARDO A. EWERT/ ALEXANDRE T. MONTEIRO
Department DirectorResponsible Analysts
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SECTION IV
EVALUATION OF PERDIGAO
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SECTION IV
INFORMATION ABOUT PERDIGAO BRIEF DESCRIPTION
INFORMATION ABOUT PERDIGAO
-One of the market leaders in the refrigeration and freezing of meats, consisting mainly of pork and poultry. It also recently started activities in the bovine meat sector.
-It is the second largest national exporter of poultry (17.4% of the Brazilian exports) and second largest exporter of pork (17.35% of the Brazilian exports).
HISTORY
1934: The Company was founded by the Brandalise and Ponzoni families;
1980: Expansion of exports to Europe and Japan;
1994: The Brandalise family sells its participation to pension funds;
2005: Acquisition of 100% of Mary Loize Alimentos, Mary Loize Industria and Comercio de Racoes Ltda;
2006: Acquires control of Batavia.
[CHART]
BREAKDOWN OF GROSS REVENUE - 2005
[CHART]
GROSS REVENUE - R$ MILLION
SOURCE: COMPANY; (1) DADOS ABEF, ASSOCIACAO BRASILEIRA DE PRODUTORES E EXPORTADORES DE FRANGO- 2005; (2) ABIPECS ASSOCIACAO BRASILEIRA DA INDUSTRIA PRODUTORA E EXPORTADORA DE CARNE SUINA - 2004
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SECTION IV
INFORMATION ABOUT PERDIGAO BRIEF DESCRIPTION
INFORMATION ABOUT PERDIGAO
STRATEGY
-GROWTH OF CORE BUSINESS (POULTRY, PORK AND INDUSTRIALIZATION), by increasing the production capacity, profits of scale and efficiency.
-DIVERSIFICATION OF PRODUCT LINES, especially food products of a greater aggregated value, such as processed products and the line of margarines which it acquired in 2006, as well as the increase in the export of bovine meat.
-EXPANSION OF THE CONSUMER BASE, in both the domestic and foreign markets by means of a greater offer of products.
-IMPROVEMENT IN INTERNATIONAL DISTRIBUTION, with an immediate focus on the expansion of distribution in Europe and marketing initiatives aimed at this market.
-CONTINUE SEEKING EXCELLENCE IN COST REDUCTIONS, by improving the costs structure, with better economies of scale and increasing the production capacity.
-ENTRY INTO THE DAIRY PRODUCTS MARKET through the acquisition of 51% of the share capital of Batavia, thereby reducing its exposure to the sales of meat IN NATURA.
[CHART]
MARKET SHARE OF POULTRY EXPORTS(1)
[CHART]
MARKET SHARE OF PORK EXPORTS(2)
SOURCE: COMPANY; (1) DADOS ABEF, ASSOCIACAO BRASILEIRA DE PRODUTORES E EXPORTADORES DE FRANGO - 2005 ; (2) ABIPECS ASSOCIACAO BRASILEIRA DA INDUSTRIA PRODUTORA E EXPORTADORA DE CARNE SUINA - 2004
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SECTION IV
INFORMATION ABOUT PERDIGAO
CORPORATE STRUCTURE - PERDIGAO
PERDIGAO S.A.
*ON 16 MARCH 2006, WEG REDUCED ITS SHARE CAPITAL BY DELIVERING SHARES IN PERDIGAO TO ITS SHAREHOLDERS IN PROPORTION TO THEIR SHAREHOLDINGS.
COMPOSITION OF SHARE CAPITAL: ORDINARY SHARES (ON): 133.957.157 TOTAL SHARES: 133.957.157
SOURCE: ITR, 31, MARCH OF 2006, FORM 20F (SEC - SECURITIES AND EXCHANGE COMMISSION), 31, DEC OF 2005.
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SECTION IV
INFORMATION ABOUT PERDIGAO BRIEF DESCRIPTION
HISTORICAL PERFORMANCE - PERDIGAO
MILLION OF R$2003 2004 2005 1Q2006
GROSS REVENUE 4,3705,5675,8731,229 Taxes/ Deductions (-) (546)(684)(728)(174)
NET REVENUE 3,8244,8835,1451,055 Cost of Sales(2,802)(3,532)(3,686)(806)
GROSS PROFIT1,0221,3511,459249 Sales Expenses (683)(791)(846)(205) General and administrative Expenses (53) (62) (66) (18) Other Operating Expenses (2)(9)(9) 4
EBIT285490538 31 Financial Expenses, net(138)(118) (83)(4)
NET INCOME123296361 10 EBITDA383595656 64 GROSS MARGIN 26.7%27.7%28.4%23.6%
EBIT MARGIN 7.4%10.0%10.5% 2.9%
NET MARGIN3.2% 6.1% 7.0% 1.0%
EBITDA MARGIN10.0%12.2%12.7% 6.1% TOTAL ASSETS3,1092,8003,6323,507
Total Debt1,7261,1721,6741,660 Net Debt1,089774765882
SHAREHOLDER'S EQUITY7639701,2231,229
SOURCE: PERDIGAO
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SECTION IV
INFORMATION ABOUT PERDIGAO PERFORMANCE IN MARKET
POULTRY MARKET
[CHART]
WORLD PRODUCTION OF POULTRY THOUSANDS OF TONS - 2006E
[CHART]
POULTRY EXPORTS THOUSANDS OF TONS
-Brazil is the largest exporter of chicken 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, with growth of 7.9% per year from 2002 to 2006.
-In 2006, it is estimated that Brazil will be the fourth largest consumer of poultry, consuming 7.3 million tons, with growth of 5% per year since 2002.
[CHART]
POULTRY CONSUMPTION - 2006E TOTAL CONSUMPTION OF 63.5 MILLION TONS
SOURCE: USDA, OCT 2005.
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SECTION IV
INFORMATION ABOUT PERDIGAO 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 growth of 2% per year in recent years.
-Exports of Brazilian pork represent 12% of world exports, with growth of 1.5% per year 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.
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SECTION IV
MACROECONOMIC ASSUMPTIONS
ECONOMIC ASSUMPTIONS
THE MACROECONOMIC PROJECTIONS THAT ARE GIVEN IN SUPPORT OF EVALUATION OF DISCOUNTED CASH FLOW FOR PERDIGAO WAS SET FORTH BY THE DEPARTMENT OF ECONOMIC RESEARCH AND STUDY - DEPEC OF BANCO BRADESCO.
2006200720082009201020112012 2013 20142015
Brazil GDP 3.80% 3.96% 4.02% 4.02% 3.98% 4.20% 4.21% 4.37% 4.50% 4.59% IGP-M2.90% 4.10% 4.50% 4.25% 4.25% 4.00% 4.00% 4.00% 4.00% 4.00% IPCA 4.10% 4.40% 4.50% 4.25% 4.25% 4.00% 4.00% 4.00% 4.00% 4.00% USD - End of Period2.102.202.282.352.442.522.612.702.802.90 USD - Average2.172.152.242.312.392.482.562.652.752.85 Exchange Variation-10.3%4.8%3.6%3.1%3.8%3.3%3.5%3.6%3.7%3.6% TJLP 7.91% 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
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SECTION IV
VALUE OBTAINED BY DIFFERENT CRITERIA
AVERAGE PRICE OF THE SHARES - PERDIGAO
THE AVERAGE PRICE OF THE SHARES OF PERDIGAO TRADED ON THE SAO PAULO STOCK EXCHANGE (BOVESPA) WAS OBTAINED BY DIVIDING THE FINANCIAL VOLUME BY 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$ 20.69 PER SHARE AND IN THE LAST 12 MONTHS R$22.61 PER SHARE.
COMMON - PRGA3 TOTAL VOLUMETOTAL VOLUME AVERAGE SHARE ( ,000) (BRL ,000)PRICE (BRL/SHARE)
Share Price as of 13.07.2006 1,04722,891 21.86 Last 30 days11,565 239,282 20.69 Last 12 months * 129,837 2,935,359 22.61
*THE AVERAGE QUOTATION FOR THE LAST 12 MONTHS WAS OBTAINED BY THE SUM OF THE QUANTITY OF SECURITIES AND THE VOLUME AND QUANTITY OF TRADED PREFERRED SHARES (WITH GREATER LIQUIDITY) UNTIL APRIL, 11 2006. AFTER APRIL, 12 ALL THE PREFERRED SHARES WERE CONVERTED INTO COMMON SHARES.
SOURCE: ECONOMATICA/ SAO PAULO STOCK EXCHANGE
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SECTION IV
VALUE OBTAINED BY DIFFERENT CRITERIA
BOOK VALUE PER SHARE - PERDIGAO
THE BOOK VALUE PER SHARE OF PERDIGAO WAS OBTAINED BY DIVIDING THE SHAREHOLDERS EQUITY BY THE TOTAL NUMBER OF SHARES ISSUED BY THE COMPANY.
BASED ON THE FINANCIAL STATEMENTS PUBLISHED AS OF MARCH 31, 2006 THE VALUE OBTAINED WAS R$ 9.17 PER SHARE.
BRL MILLION
Shareholders Equity as of March 31, 20061,229 Shares Issued 133,957,152 Book Value - BRL/share 9.17
SOURCE: CVM
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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 COMPANY:
CONSOLIDATED CRITERIA Consolidated 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 DATE Published results of the 1st Quarter of 2006;
CURRENCYResults and flows projected in Brazilian reais (BRL);
PROJECTION HORIZONProjected cash flow until 2015;
TERMINAL VALUECalculated based on the projected cash flow for 2015, considering an average growth rate "g" of between 2.5% and 3.5% in real terms;
DISCOUNT RATE Obtained using the WACC - Weighted Average Cost of Capital method.
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SECTION IV
VALUE OBTAINED BY DIFFERENT CRITERIA
DISCOUNTED CASH FLOW VALUATION - ASSUMPTIONS
VOLUME
DOMESTIC MARKET - The sales growth of poultry and pork in 2006 reflects the company policy to relocate non-exported volumes to the domestic market. The sales reduction in soy products due to the sale of soy oil plant in July 2005 will influence the evolution of the total volume of sales in 2006. Therefore, disregarding the sale of soy products between 2005 and 2006, the sale of poultry, pork and manufactured goods will have grown about 10%.
In the long-term, the growth rate of the volume of poultry and pork sold is related to the growth of the GDP. In relation to manufactured products, we estimate growth rates of 2.0x the GDP in the first five projected years, on the assumption of the income growth effect. We estimate a growth of 1.5 x the GDP in the subsequent 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 expected 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.
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SECTION IV
VALUE OBTAINED BY DIFFERENT CRITERIA
EVALUATION BY DCF - 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.
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SECTION IV
VALUE OBTAINED BY DIFFERENT CRITERIA
EVALUATION BY DCF - ASSUMPTIONS
TAXES AND DEDUCTIONSAverage percentage obtained from gross income between 2005 and the first quarter of 2006.
COSTS AND GROSS MARGINReduction of the gross margin in 2006, reflecting the 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.
OPERATING Sales expenses - average level obtained in the EXPENSESprevious quarters.
General and administrative expenses - fixed expenses adjusted in line with inflation rate of the period.
DEPRECIATION ANDAverage depreciation rate of 6.6% per annum upon AMORTIZATIONhistorical fixed assets (as of March, 31 2006). We consider the same rate to apply to investments.
WORKING CAPITAL Maintenance of the average tenor for the main working capital accounts of as of 2005.
INVESTMENTS For the year 2006, the Company announced investments of R$ 440 million, R$ 95 millions of which were already spent in the first quarter of 2006.
In the following years, we consider an investment rate of 1.1x annual depreciation.
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VALUE OBTAINED BY DIFFERENT CRITERIA
PROJECTED RESULTS - PERDIGAO
[CHART]
SALES VOLUMES - DOMESTIC MARKET
[CHART]
GROSS REVENUES - DOMESTIC MARKET
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44
SECTION IV
VALUE OBTAINED BY DIFFERENT CRITERIA
PROJECTED RESULTS - PERDIGAO
[CHART]
SALES VOLUMES - FOREIGN MARKET
[CHART]
GROSS REVENUES - FOREIGN MARKET
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SECTION IV
VALUE OBTAINED BY DIFFERENT CRITERIA
PROJECTED RESULTS - PERDIGAO
INCOME STATMENTS - BRL MILLION 20042005 2006200720082009 20102011 2012 2013 2014 2015
GROSS SALES 5,567 5,8735,480 6,036 6,782 7,4878,271 9,0419,879 10,816 11,863 13,024
Sales Deductions (684) (728)(749) (812) (912) (1,023)(1,146) (1,264)(1,394)(1,541)(1,707)(1,893)
NET SALES 4,883 5,1454,731 5,224 5,870 6,4657,126 7,7788,4859,275 10,156 11,131 VARIATION27.7%5.4% -8.0%10.4% 12.4% 10.1%10.2%9.1% 9.1% 9.3% 9.5% 9.6%
Cost of Goods Sold (3,532) (3,686)(3,562) (3,825) (4,254) (4,643)(5,108) (5,571)(6,072)(6,633)(7,259)(7,964)
GROSS PROFIT1,351 1,4591,169 1,399 1,616 1,8222,017 2,2062,4122,6422,8973,167 GROSS MARGIN 27.7% 28.4%24.7% 26.8% 27.5% 28.2%28.3% 28.4%28.4%28.5%28.5%28.5%
Operating Expenses861 921933 979 1,082 1,1781,294 1,4091,5331,6711,8251,996
EBIT490 538236 420 533 644723 7988809711,0721,172 EBIT MARGIN10.0% 10.5% 5.0%8.0%9.1% 10.0%10.1% 10.3%10.4%10.5%10.6%10.5%
Net Financial Income (118)(83)(194) (313) (274) (217)(190) (138)(120)(101) (80) (57)
Profit Sharing(25)(28) (27)(28)(30)(31) (32)(33) (35) (36) (38) (39)
NET INCOME296 361355 156 267339 425493570653738 NET MARGIN6.1%7.0% 0.1%1.1%2.7%4.1% 4.8%5.5% 5.8% 6.1% 6.4% 6.6% EBITDA595 656371 571 696 819913 1,0031,1031,2151,3391,465 EBITDA MARGIN12.2% 12.7% 7.8% 10.9% 11.9% 12.7%12.8% 12.9%13.0%13.1%13.2%13.2%
BALANCE SHEET - BRL MILLION20042005 2006200720082009 20102011 2012 2013 2014 2015
Cash, Banks 398 909112 100 100 100100 100100100100100 Receivables 535 566547 581 652 719793 8669451,0341,1331,243 Inventories 581 646644 671 746 814895 9771,0641,1631,2721,396 Others292 294315 308 307 307307 307307307307307 Permanent 995 1,2161,522 1,525 1,544 1,5711,610 1,6611,7271,8111,9152,045 TOTAL ASSETS2,800 3,6323,139 3,185 3,348 3,5103,705 3,9104,1434,4144,7275,091 Suppliers 327 333318 340 382 416459 500544595651714 Salaries, Taxes 113 130127 136 152 167185 202221242265292 Bank Loans1,172 1,6741,313 1,301 1,304 1,2411,155 1,030890738574407 Others218 273163 163 163 163163 163163163163163 Shareholders' Equity970 1,2231,219 1,245 1,345 1,5231,743 2,0162,3252,6753,0743,514 TOTAL LIABILITIES 2,800 3,6323,139 3,185 3,348 3,5103,705 3,9104,1434,4144,7275,091
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SECTION IV
VALUE OBTAINED BY DIFFERENT CRITERIA
PROJECTED FREE CASH FLOW - PERDIGAO
FREE CASH FLOW - BRL MILLION9M06 2007 2008 2009 2010 2011 2012 2013 2014 2015
EBIT(1)1783915046136917648459351,0341,132 (-) Income Tax (57)(133)(171)(208)(235)(260)(287)(318)(352)(385) NOPLAT 121258332404456504558617682747
(+) Depreciation 101152163175190206224244267293 GROSS CASH FLOW2224104955806467107818619491,041
(-) CAPEX (405)(185)(267)(289)(324)(353)(393)(443)(501)(567) Permanent (345)(155)(181)(203)(228)(257)(290)(328)(372)(423) Working Capital(61) (31) (86) (87) (95) (96)(103)(115)(129)(143) FREE CASH FLOW(183) 225228290322357388418449474 DEFLATION FACTOR1.01 1.04 1.09 1.13 1.18 1.23 1.28 1.33 1.39 1.44
FCF DEFLATED(181) 215210256272290303314324329
DISCOUNT RATE - WACC @ 8,6% 1.03 1.11 1.20 1.31 1.42 1.54 1.68 1.82 1.98 2.15
DCF - PRESENT VALUE (175) 194174196192188181172164153
TOTAL DCF 9M2006 - 2015 1,438
PERPETUITY
DCF 2015 - Deflated( A )329 Perpetuity Growth (g = 3%) ( B )3.0% Discount rate (WACC) ( C )8.6% PERPETUITY ( D ) = [AX(1+B)]/(C-B)6,036
Accumulated Discount Factor( E ) 2.15 PRESENT VALUE - PERPETUITY (D)/ (E) 2,811
(1) INCLUDING PROFIT SHARING EXPENSES
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SECTION IV
VALUE OBTAINED BY DIFFERENT CRITERIA
EVALUATION BY DCF - BATAVIA ASSUMPTIONS
IN MAY 2006, PERDIGAO ANNOUNCED THE ACQUISITION OF 51% OF BATAVIA, ONE OF THE LARGEST COMPANIES PRODUCING MILK AND DAIRY PRODUCTS IN BRAZIL, FOR THE PRICE OF R$110 MILLION.
TO ASCERTAIN THE EFFECT OF THE ACQUISITION OF BATAVIA ON PERDIGAO, WE CONSIDER THE VALUATION OF DISCOUNTED CASH FLOW, HIGHLIGHTING THE FOLLOWING ASSUMPTIONS:
REVENUE
Batavia ought to exhibit higher growth rates in its revenues in the next few years when compared to the market, as an effect of a potential market share gain (to 15% from 13%) due to the larger distribution network and access to Perdigao's points of sale.
Brazilian Milk and dairy products market is expected to growth 5.5 % a year (nominal terms).
EBITDA
We believe that the company's EBITDA margin ought to evolve in the next few years, considering future profits from synergies and better operational management.
PROJECTED RESULTS - BATAVIA
BRL MILLION20052006200720082009201020112012201320142015
NET REVENUE 481 508 577 652 733 773 816 861 908 958 1,011 GROWTH REVENUE 18.3%5.5% 13.6% 13.0% 12.5%5.5%5.5%5.5%5.5%5.5%5.5%
EBITDA 29314861768185909597 100 EBITDA MARGIN6.1%6.2%8.3%9.3% 10.4% 10.4% 10.4% 10.5% 10.5% 10.1%9.9%
BATAVIA FINANTIAL NUMBERS OF 2005 WERE EXTRACTED FROM BRADESCO CORRETORA RESEARCH PUBLISHED IN MAY 30, 2006
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48
SECTION IV
VALUE OBTAINED BY DIFFERENT CRITERIA
EVALUATION BY DCF - BATAVIA
FREE CASH FLOW - BRL MILLION2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
EBIT25 41 54 69 72 77 81 86 91 96 (-) Income Tax(8) (14) (18) (23) (25) (26) (28) (29) (31) (33) NOPLAT16 27 35 45 48 51 53 57 60 63
(+) Depreciation 7778899 1064 GROSS CASH FLOW 23 34 43 53 56 59 63 66 66 68
(-) CAPEX (6) (12) (13) (15) (13) (13) (15) (16) (17) (13) PERMANENT (6)(7)(8)(8)(9) (10) (11) (12) (14)(9) Working Capital (0)(5)(6)(6)(4)(3)(4)(4)(3)(4) FREE CASH FLOW17 22 29 38 43 46 48 50 49 55
DEFLATION FACTOR1.01 1.04 1.09 1.13 1.18 1.23 1.28 1.33 1.39 1.44
FCF DEFLATED16 21 27 33 36 37 37 37 35 38
DISCOUNT RATE - WACC @ 8,6% 1.04 1.13 1.23 1.34 1.45 1.58 1.71 1.86 2.02 2.19
DCF - PRESENT VALUE 16 19 22 25 25 23 22 20 18 17 TOTAL DCF 2006 - 2015 206
PERPETUITY
DCF 2015 - Deflated (A)38 Perpetuity Growth (g = 3%)(B) 3.0% Discount rate (WACC)(C) 8.6% PERPETUITY(D) = [A*(1+B)]/(C-B) 692 Accumulated Discount Factor (E)2.19 PRESENT VALUE - PERPETUITY(D)/ (E)316
THE AMOUNT OF R$146 MILLION CORRESPONDS TO PERDIGAO STAKE IN BATAVIA MINUS THE CORRESPONDENT DISBURSEMENT OF R$110 MILLION FOR SUCH ACQUISITION.
BRL MILLION WACC *
NOMINAL DISCOUNT RATE* 12.7%
REAL DISCOUNT RATE8.6% Present Value of Cash Flows 206 Present Value of Perpetuity 316 FIRM VALUE522
Net Debt(21) EQUITY VALUE (100% KT)501 Shareholding in Batavia (51% Total Capital) 256 Acquisition Value(110) ADDED VALUE 146
* PERDIGAO'S WACC
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SECTION IV
VALUE OBTAINED BY DIFFERENT CRITERIA
EVALUATION BY DISCOUNTED CASH FLOW
BASED ON THE DISCOUNTED CASH FLOW METHODOLOGY AND CONSIDERING A WACC IN CONSTANT CURRENCY OF 8.6% (EQUIVALENT TO A NOMINAL RATE OF 12.7%), THE PRICE RANGE PER SHARE OF PERDIGAO IS FROM R$25.28 TO R$27.25, BASED ON THE SENSITIVITY ANALYSIS, DUE TO THE GROWTH RATE OF PERPETUITY.
BRL MILLIONWEIGHTED AVERAGE COST OF CAPITAL
NOMINAL DISCOUNT RATE* 11.7%12.2%12.7%13.2%13.7%
REAL DISCOUNT RATE7.6% 8.1% 8.6% 9.1% 9.6% Present Value of Cash Flows 1,5161,4761,4381,4011,365 Present Value of Perpetuity 3,7263,2202,8112,4742,192 FIRM VALUE5,2414,6964,2493,8753,557
Net Debt -882 -882 -882 -882 -882
Shareholding in Batavia (51% KT)146146146146146 EQUITY VALUE4,5053,9603,5133,1382,821
SHARE PRICER$ 33.63 R$ 29.56 R$ 26.22 R$ 23.43 R$ 21.06
(1) REAL RATE COMPOUNDED WITH THE BRAZILIAN INFLATION RATE
SENSITIVITY ANAYSIS - EQUITY VALUE
BRL MILLIONWEIGHTED AVERAGE COST OF CAPITAL (REAL RATE)
PERPETUITY7.6%8.1% 8.6%9.1% 9.6% 2.50% 4,124 3,6593,270 2,9402,657 2.75% 4,305 3,8033,386 3,0352,736 3.00% 4,505 3,9603,513 3,1382,821 3.25% 4,728 4,1343,651 3,2502,913 3.50% 4,978 4,3263,802 3,3723,012
SENSITIVITY ANAYSIS - PRICE/ SHARE
BRL MILLIONWEIGHTED AVERAGE COST OF CAPITAL (REAL RATE)
PERPETUITY7.6%8.1% 8.6%9.1% 9.6% 2.50% 30.79 27.3124.41 21.9519.84 2.75% 32.14 28.3925.28 22.6620.42 3.00% 33.63 29.5626.22 23.4321.06 3.25% 35.29 30.8627.25 24.2621.74 3.50% 37.16 32.3028.38 25.1722.48
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50
SECTION IV
VALUE OBTAINED BY DIFFERENT CRITERIA
EVALUATION BY MARKET MULTIPLES VALUE
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 ESTIMATES OF MULTIPLES OF EV/EBITDA 2007, WE SELECTED A PRICE RANGE FOR PERDIGAO FROM R$ 26.10 TO 27.11.
MARKET NET DEBT + ECONOMIC EV / EBITDAEV / EBITDA USD MILLION COUNTRYCAPITALIZATIONMINORITY INTERESTVALUEEBITDA 2006E EBITDA 2007E2006E (x)2007E (x)
TYSON FOODS USA 5,4223,1968,618 7891,267 10.96.8 HORMEL FOODSUSA 5,0942765,369 5555999.79.0 SMITHFIELD FOODSUSA 3,2222,5025,723 6417198.98.0 PILGRIM'S PRIDE USA 1,7934292,222 209324 10.76.9
MEDIAN4,1581,4655,546 598659 10.27.4
MEAN3,8821,6015,483 548727 10.07.6
SOURCE: BLOOMBERG / IBES - DATA AS OF 10.07.2006
PERDIGAOMULTIPLES 2006MULTIPLES 2007 R$ MILHOES MEDIAN MEAN MEDIANMEAN
PROJECTED EBITDA 371371571 571 Multiple (x)10.2 10.07.4 7.6 Economic Value 3,7703,7254,233 4,368 Net Debt 882882882 882 Batavia's share (51% KT) 146146146 146 Capital Value3,0342,9893,497 3,631 BRL/SHARE22.6522.3126.10 27.11
WE CONSIDERED 2007 MULTIPLES DUE TO THE FACT THAT SADIA'S EBITDA FOR 2007 BETTER REFLECTS ITS HISTORICAL PERFORMANCE.
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51
Section V
ANNEXES
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SECTION V
ANNEXES
I. GLOSSARY
EBITDA Earnings Before Interest and Taxes, Depreciation and Amortization - equivalent to the operational result before expenses and contributions, taxes and depreciation and amortization
EBIT Earnings Before Interest and Taxes - equivalent to operational result before expenses, contributions, and taxes
NOPLAT Net Operating Profit Less Adjusted Taxes- equivalent to the operating profit before financial expenses less selected taxes (Income Tax and Social Contribuition) on the EBIT
WACC Weighted Average Cost of Capital
gGrowth Rate - Rate of Growth of the flows to perpetuity (in annual terms)
PIBGross Domestic Product measured by IBGE - Brazilian Institute of Geography and Statistics
IPCA National 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
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SECTION V
ANNEXES
II.HISTORICAL QUOTATIONS
THE FOLLOWING TABLES SHOW THE DAILY MOVEMENT AND THE AVERAGE PRICE OF THE COMMON STOCK OF PERDIGAO (PRGA3) TRADED ON THE SAO PAULO STOCK EXCHANGE (BOVESPA) IN THE PERIOD FROM JULY, 13 2005 TO JULY, 13 2006:
PRGA3 e PRGA4
VOLUME VOLUME WEIGHTED PRICE DATE SHARESBRLBRL/SHARE
Jul-052,468,700 45,888,74618.59 Aug-055,367,000107,596,70020.05 Sep-058,921,400199,006,10022.31 Oct-05 17,615,100376,126,70021.35 Nov-05 10,079,100213,294,60021.16 Dec-059,212,700223,687,30024.28 Jan-068,667,600240,886,80027.79 Feb-06 11,578,200298,942,60025.82 Mar-06 15,237,300339,518,40022.28 01/04/2006 a 11/04/2006 4,725,600115,104,70024.36 12/04/2006 a 30/04/2006 5,562,400125,981,30022.65 May-06 14,781,800316,635,40021.42 Jun-069,414,100203,170,10021.58 Jul-066,206,600129,526,31120.87 TOTAL 129,837,6002,935,365,75722.61
BETWEEN JULY 2005 AND APRIL, 11 2006, THE PREFERRED SHARE PRGA4 WAS THE ONE WITH BEST LIQUIDITY.
WITH THE CHANGE TO THE "NOVO MERCADO", THE PREFERRED SHARES WERE CONVERTED TO COMMON SHARES (PRGA3).
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