Marel has agreed to acquire Wenger, a global leader in processing solutions focused on pet food, plant-based protein, and aqua feed, for a total investment of USD 540 million. Wenger will become Marel's fourth business segment and a new growth pillar. The acquisition expands Marel's product portfolio and presence into new attractive end markets. Pro-forma, the acquisition is expected to increase Marel's 2021 revenues by 11.4% and EBITDA by 13.6%, with a pro-forma leverage of around 3x net debt/EBITDA. The closing is subject to approvals and expected before the end of Q2 2022.
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Agreement to acquire Wenger - Investor presentation
3. We envision a world where
quality food is produced
sustainably and affordably
Global population expected
to grow to ~10bn by 2050
Rising income
drives more protein
consumption
Consumer preferences
becoming more diversified,
focused on convenience,
freshness & health
Marel is at the center of
these prevailing trends
Unity Innovation Excellence
We are united in our success Innovation drives the value we create Excellence is what differentiates us
5. • Scalable: Less engineering and
easier to manufacture
• Improved service
• Better customer experience
• A platform investment into new,
complementary and attractive
growth markets for Marel and will
form the fourth business
segment alongside poultry, meat
and fish
• Throughout the years, Marel has
gradually expanded its playing
field and is now the only pure-
play provider of full-line solutions,
software, and services to the
poultry, meat, and fish industries
• Objective to become full-line
provider in all four segments,
gradually adding complimentary
product offering in primary and
further processing to new
acquired platform
Agreement to acquire Wenger, a strategic platform
investment into new and attractive growth markets
Primary
Processing
Marel’s current presence
Primary
Processing
Secondary
Processing
Further
Processing
Primary
Processing
Secondary
Processing
Further
Processing
Line solutions provider…
…gradually expanding business model
into adjacent industries …
• One-stop shop for the customer
• Seamless integration & more
efficiency
• Strong competitive advantage
Secondary
Processing
Further
Processing …with standard and modular offering…
...and market leading software
• More resilient business model
• Technology transfer across
industries
• Better utilization of resources
• Traceability and sustainability
• Linking equipment to function as
single entity
• Real-time actionable insights to
improve operations
6% innovation promise
Primary
Processing
Secondary
Processing
Further
Processing
New Wenger platform
5
6. 28 April 2022
Arni Sigurdsson,
Chief Strategy Officer and EVP Strategic
Business Units
Transaction overview
7. 8
More balanced business
model going forward
Complementary product offering
strengthening value proposition
Fourth pillar focused on
new attractive end markets
Strong strategic
and cultural fit
Highly strategic acquisition into new markets
• Wenger is a premier global leader in processing
solutions focused on pet food, plant-based protein
and aqua feed
• Founded in 1935 in Sabetha, Kansas, USA by Joe
and Lou Wenger with the purpose of manufacturing
affordable cattle feed with breakthrough technology
• Extensive product offering comprised of extrusion
technology, dryers and power heaters to cater to
most needs in Wenger’s core markets
• Over 500 dedicated and strong employees located in
Kansas (USA), Valinhos (Brazil), Kolding (Denmark)
and other locations
• Long-standing history of growth and healthy
profitability – In 2022, revenues are expected to be
USD ~ 190m and EBITDA USD ~32-35m
Strong strategic and cultural fit, with Wenger serving as a growth platform into new attractive end markets
Utilize Marel’s global reach
and digital platform
8. 9
Total investment of USD 540 million
Adjusted transaction multiple corresponds to 14x EV/EBITDA and closing is expected before end of Q2
• Marel has agreed to acquire Wenger for a total investment of USD 540m
- USD 530m is the purchase price on a cash and debt-free basis (enterprise value)
- The remaining USD 10m is a combination of a contribution to a not-for-profit private foundation, to continue the legacy of Wenger and its
meaningful impact on the community, as well as Marel shares for Wenger employees
• The transaction will result in expected tax benefits of USD 60-70m and the adjusted transaction multiple corresponds to around
14x EV/EBITDA
Transaction
consideration
Financial
impact
Approvals and
timing
• The acquisition will be financed through Marel’s strong balance sheet and existing credit facilities
- Ongoing discussions with the shareholders of Wenger regarding partial consideration in Marel shares that will be concluded prior to
closing
• Assuming a full cash payment, pro-forma leverage following completion of the acquisition is estimated to be around 3x net
debt/EBITDA, compared to Marel’s targeted capital structure of 2-3x net debt/EBITDA
- To preserve operational headroom, Marel has signed a EUR 150m bridge facility
• The closing of the acquisition is subject to customary closing conditions, including anti-trust and shareholder approval of Wenger,
which is expected to take place before end of Q2 2022
9. 10
Strong strategic rationale
Marel and Wenger have a highly complementary offering and can offer transformative solutions to the pet food, plant-based
proteins, and aqua feed markets
✓ Strong end markets with healthy growth rates and favorable outlook
✓ Extensive product offering in extrusion, dryers, and power heaters for pet
food, plant-based proteins, and aqua feed
✓ Strong market position & excellent technology with good brand & reputation
✓ Aftermarket above 40% of revenue, good profitability margins and high return
on invested capital
✓ Platform into new attractive end markets
✓ Complementary product offering in pet food and plant-based proteins
✓ Utilize customer relationships to cross sell portfolio
✓ Accelerate global reach and digital capabilities
Great company with
favorable outlook.
Strategy and culture
similar to Marel
Great platform to
enter adjacent
markets where the
portfolio and
customer base are
complementary
10. 11
Platform into new attractive end markets
Wenger will be a new growth pillar next to poultry, meat and fish, in line with how Marel gradually expands the playing
field
• Acquisition of Wenger is fully in line
with Marel’s vision and strategy, with
two technical leaders joining forces to
transform the way food is processed
• In 2020, Marel announced increased
focus on adjacent markets and in 2021
formally established a business
development division focused on pet
food and plant-based proteins
• Wenger will become an independent
business unit focused on pet food,
plant-based proteins, and aqua feed
• Broadening the focus markets with an
additional strong pillar will strengthen
Marel’s business model
In partnership with our customers, we are transforming the way food is processed. Our vision is of a
world where quality food is produced sustainably and affordably.
Unity Innovation Excellence
11. 12
True innovation pioneer with a global customer base
Premium position in the market has resulted in a long history of growth and healthy profitability
• Wenger has an extensive product offering in extrusion
technology for pet food, plant-based proteins and aqua feed,
comprised of single-, twin-, and thermal-screw extrusion
technology as well as dryers and power heaters
• Diversified and loyal customer base ranging from blue-chip pet
food processors to startup companies in plant-based proteins
• Committed to innovation and long-standing partnership with
customers, having recently completed a major upgrade to the
Wenger Technical Center, a full-service demo center in Sabetha
• Revenues estimated at USD 190 million in 2022 and EBITDA of
USD 32-35 million, and EBIT margin 14-15%
- Approx. 5% annual organic growth in revenues from 2017-2021
- Strong cash flow and return on invested capital around 20%
• Opportunity for the combined business to accelerate growth
- Expand manufacturing capacity to respond to high demand in
Wenger’s core markets
- Proactive approach to aftermarket to better service customers
around the world
- Utilize the global reach and digital platform of Marel
Optima Single
Screw Extruder
Thermal Twin
Extruder
Power Heater 100 Preconditioner
0
Customer example
0
Product examples
12. 13
Balanced business model and global presence
High recurring revenue with over 40% of total revenue from aftermarket
• Growing installed base drives increased aftermarket levels, now
around 45% of total revenue
- Stable, high-margin revenue stream
• Opportunities in a more proactive aftermarket approach and
added capacity to further penetrate the installed base
- This could drive the aftermarket level even higher
• Strong foothold in the North American market, with around 45%
of total revenue
• Opportunities in expanding global reach even further with a
wider sales and service network
- Wenger can leverage Marel’s global reach to improve customer
coverage and engagement
66%
12%
22%
Pet food
Food & other
Aqua feed
31%
57%
12%
Europe, Middle
East and Africa
Americas
Asia and Oceania
56%
44%
Equipment
Aftermarket
• Over 60% of revenue derived from pet food where the company
has a global market leading position
- Recognized for quality products and process know-how with the
Wenger name synonymous with pet food extrusion
• The company is a respected name in additional niche markets
including aqua feed and plant-based proteins
Attractive end markets
High recurring revenue
Diversified customer base
% of revenue
’19-’21
% of revenue
’19-’21
% of revenue
’19-’21
13. 14
Large and growing end markets
Total size of core end markets EUR +150 billion, with expected growth of 5-7% p.a. until 2026
Pet Food
(4-5% growth p.a. in value)
Aqua Feed
(5-6% growth p.a. in value)
Plant Based Proteins
(15-20% growth p.a. in value)
End market size
(EUR bn)
106 111 117 121 128
2023 2025 2026
2022 2024
4-5%
46 49 51 55 58
2022 2024
2023 2025 2026
5-6%
7
8
9
11
13
2022 2025
2023 2024 2026
15-20%
• Mature and stable market, with growth
driven by increasing pet adoption and
premiumization
• Growth further augmented by
humanization of pets and increased treat
frequency
• Quality and brand loyal market
• Mature and stable market, with growth
driven by strong underlying growth in
aquaculture
• Main trends are growing global fish
consumption, sustainability concerns, and
increasing preference for a healthy diet
• Volume driven and relatively
commoditized market
• Rapidly developing market with exciting
growth prospects driven by flexitarian diet
and changing consumer behavior
• Improved quality, access, and price in
foodservice and retail further drives growth
• Emerging growth market with high focus on
food quality and branding
End market size
(EUR bn)
End market size
(EUR bn)
14. 15
Addressable solutions market of EUR 2 billion
Attractive solutions and service market with 4-6% annual growth – Wenger has a strong market position especially
within pet food
Pet Food Aqua Feed Plant Based Proteins
Market
characteristics
Market position of
Marel and Wenger
Total addressable market of around EUR 2bn
(4-6% annual growth)
• Extrusion is a key technology in
production of pet food
• Market driven by volume growth as
well as upgrades and replacements
due to increased regulations and focus
on food safety
• Opportunity to differentiate on process
technology and quality
• Most of the industry shifting to
extruded feed as market further
matures
• Regional market driven by capacity
expansion and increase in in-house
private feed production
• Opportunity to differentiate with yield
and throughput
• Most plant-based protein is produced
through extrusion
• Rapid growth in demand to support
increased plant-based meat production
• Significant opportunity to differentiate
on end product quality with best-in-
class technology and process know-
how
• Leading position in the market • Key player with strong market share
and premium technology
• Pole position to make a strong impact
with best-in-class technology and
process know-how
15. 16
Complementary product portfolio
Opportunity to offer more extensive offering to processing customers in pet food and plant-based proteins
• Joint offering will allow us to
offer best-in-class, innovative
line solutions and address
customer needs better
• Wenger has a strong
commitment to innovation like
Marel
• Overlap in the customer base
as poultry, meat and fish
processors are increasingly
looking into pet food
processing to optimize the
value of their raw material
Extrusion
Cooling /
Drying
Cutting
Weighing /
Batching
Packaging /
Labeling
Ingredients
(e.g., soy, pea)
End product
(e.g. plant-
based burger)
Example of an extrusion process (plant-based proteins)
High-level
presence
Forming /
Flavoring /
Coloring
16. 17
Material pro-forma impact on revenue and EBITDA
More balanced business model going forward
1,361
1,516
155
Marel Wenger Pro-forma
+11.4%
Pro-forma revenue 2021
EURm
199
226
27
Pro-forma
Marel Wenger
+13.6%
Pro-forma EBITDA 2021
EURm
14.6% 17.5% 14.9%
EBITDA
margin
10%
11%
34%
42%
Wenger
3%
Poultry
Other
Fish
Meat
12%
38%
47%
Fish
4%
Other
Meat
Poultry
11.3% 14.8% 11.6%
EBIT
margin
Revenue split 2021
1.2x
Pre
acquisition
Post
acquisition
~3x
Net leverage assuming all cash transaction
xEBITDA
17. 18
Marel’s acquisition strategy
Acquisitions are to enhance our key strategic pillars and drive organic growth
Customer
focus
Best-in-class
products and
technology
People and
Culture
Market opportunities Complementary solutions Shared vision and strategy
Reinforce market presence
and build new and current
customer relationships
Strengthen product portfolio
and line offering
Aligned vision and strategy
with cultural fit
18. 19
Marel will continue on the
acquisition journey
Strong cash generation and ability to use shares as a
transaction currency enables Marel to make strategic
acquisitions, in line with the company’s growth strategy
Global reach
Digitalization
Shared vision and
strategy
Succession of
family-owned
businesses
Why Marel?
19. 20
Conclusion
Marel is expanding the strategic window through the highly compelling acquisition of Wenger
• Wenger is a strong market leading company with
favorable outlook in attractive and growing end markets
• Great strategic and cultural fit, with the companies
sharing a number of the same qualities
• Acquisition will positively contribute to Marel’s business
and will grow revenues by 11% and improve EBIT
margin
• Leverage will be around 3x EBITDA and stay in line
with the target leverage of 2.0-3.0x EBITDA
• Marel can accelerate the growth of Wenger by
leveraging joint product offering, global reach and
digital journey as well as continued investments in the
business
• Closing is expected to take place by end of Q2
- Closing of the acquisition is subject to customary closing
conditions, including anti-trust and shareholder approval of
Wenger