EX-99.(C)(4) 5 ny20006083x2_ex99c4.htm EXHIBIT (C)(4)

Exhibit (c)(4)

 Discussion Materials  Project OptimusPrime  September 19, 2022 
 

 Financial Overview – Historical & Management Finance Case  ($ in millions)  Source: Company financials 
 

 New Growth Products  Total Revenue and Adj. EBITDA Margin over time  Long-Term Growth is Heavily Reliant on Success of New Growth Products   ($ in millions)  Source: Company financials   Notes: Financials per management finance case   (1) Core Products includes SmartFresh Apple, SmartFresh Diversification, Harvista, Ornamentals, Landspring, Conventional Fungicides, Disinfectants, Coatings (Teycer Originals) and Control Tec; (2) New Growth Products includes Novel Antimicrobials, Novozymes Biologics, VitaFresh Botanicals and Digital; (3) New Growth Products EBITDA includes product-level gross profit, Novozymes Opex and allocated Opex (excl. Novozymes), D&A and adjustments by percentage of revenue  Revenue Growth  5-Year CAGR   17A – 22E  5-Year CAGR   22E – 27E  10-Year CAGR   22E – 32E  Consolidated  1%  10%  11%  Core Products(1)  6%  4%  New Growth Products(2)  89%  58%  (2)  Core Products  Adj. EBITDA Margin  % of EBITDA from New Growth Products  (2)(3) 
 

 Limited estimates available 2024E+; only 1 broker available  P&L Comparison: Consensus Estimates vs. Management Finance Case  Source: FactSet, Capital IQ, Company Filings, Company financials  Notes: (1) Broker estimates as of 09/16/2022  ($ in millions) 
 

 Ev / NTM EBITDA – Since January 2019  Historical Valuation Multiples  Source: FactSet as of 09/16/2022  Notes: High Value Specialties includes Croda, Chr Hansen, Balchem and Novozymes; Large AgChem includes Nutrien, Mosaic, FMC Corp, CF Industries, Dow, Bayer, Corteva, BASF, Nufarm and UPL Limited; AgChem / AgTech includes FMC Corp, Scotts Miracle-Gro, Bioceres and American Vanguard; Food Safety / Security includes Ecolab, Sotera, Diversey and Neogen  OptimusPrime EV / NTM EBITDA High Since 01/19: 9.2x     OptimusPrime EV / NTM EBITDA Low Since 01/19: 6.7x 
 

 Relative Stock Price Performance vs. Peers  Source: Capital IQ as of 09/16/22  Notes: High Value Specialties includes Croda, Chr Hansen, Balchem and Novozymes; Large AgChem includes Nutrien, Mosaic, FMC Corp, CF Industries, Dow, Bayer, Corteva, BASF, Nufarm and UPL Limited; AgChem / AgTech includes FMC Corp, Scotts Miracle-Gro, Bioceres and American Vanguard; Food Safety / Security includes Ecolab, Sotera, Diversey and Neogen   (1) Reflects performance since 06/18/2018   (1)  Share Price performance indexed to Company Since January 2019 
 

 Select Company Operational Benchmarking  CY2022E Ebitda margin  Source: FactSet, S&P Capital IQ as of 09/16/2022  Notes: Metrics are based on calendar year financials; Debt / LTM EBITDA and Net Debt / LTM EBITDA multiples with negative EBITDA are considered “NM.” “NA” indicates that a value was not available; Large AgChem includes Bayer, Nutrien, Corteva, BASF, Dow, CF Industries, Mosaic, FMC Corp, UPL Limited, and Nufarm     CY2021A – CY2023E Revenue CAGR  CY2022E Gross margin  AgChem Tech  High Value Specialties  Food Safety / Security 
 

 7.0x Assumed Multiple  9.0x Assumed Multiple  Discounted Future Share Price Sensitivity(1)  Present Value of Future Share Price (Status Quo w/ No Breakage Costs)  Source: Company financials   Notes: Revenue miss haircuts management finance case total revenue from 2023E to 2027E, holds gross margin (%) and OpEx costs ($) constant versus management case   (1) Assumes valuation date of 12/31/2022; uses current FDSO, NCI, market capitalization and EV; assumes cost of equity of 18.0%. Convertible Preferred taken at face value in status quo scenario (i.e., no breakage costs included)  Adjusted EBITDA Margin  Mgmt. Finance Case  38%  37%  36%  36%  37%  39%  10% Revenue Miss  38%  33%  32%  33%  34%  36%  10% Revenue Miss  Mgmt. Finance Case  Highly preliminary & confidential – Illustrative Analyses for Discussion 
 

 Discounted Cash Flow Analysis – Segmented by Product  DCF analysis conducted on a product basis, split between Core Products and New Products, due to key differences in growth and risk attributed to the two different types of businesses  Sources: Company financials  Notes: Assumes valuation date as of 9/30/2022; Assumes tax rate of 21.0%; Fiscal year ends Dec. 31;    New Products includes Novel Antimicrobials, Novozymes Biologics, VitaFresh Botanicals and Digital; Core Products includes SmartFresh Apple, SmartFresh Diversification, Harvista, Ornamentals, Landspring, Conventional Fungicides, Disinfectants, Coatings (Teycer Originals) and Control Tec; COGS allocated by product line; Operating expenditures allocated as a percentage of 1 year forward sales contribution; D&A and other adjustments allocated as a percentage of in year sales contribution   (1) Net debt includes convertible preferred at liquidation preference including breakage costs, assuming 2.0X MOIC  Core Products  10 Year DCF  Perp. Growth Rate: 0% - 2%  WACC: 14% - 16%  New Products  10 Year DCF  Perp. Growth Rate: 2% - 4%  WACC: 16% - 18%  Combined Core & New Products  Combines values derived from Core & New Products DCFs  Highly preliminary & confidential – Illustrative Analyses for Discussion  Implied Value per Share(1)  Key Assumptions 
 

 Analysis at Various Share Prices  Source: FactSet, Capital IQ, Company Filings, Company financials  Notes: (1) Represents change of control amount for Paine Schwartz Partners convertible preferred equity   (2) Multiples in AVP reflect convertible preferred at liquidation preference, assuming 2.0X MOIC  ($ in millions, except share price)  Highly preliminary & confidential – Illustrative Analyses for Discussion  (1)  (2)  (2) 
 

 Public Comparable Companies Analysis  Source: S&P Capital IQ and FactSet as of 09/16/2022, company financials  Notes: Metrics are based on calendar year financials; EV / Revenue, EV / EBITDA, and P / E multiples greater than 50.0x, 75.0x, and 100.0x   respectively are considered “NM”. Negative multiples are considered “NM”. “NA” indicates that a value was not available  ($ in millions, except per share values) 
 

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