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RM-128018v1 23/11/2010 GRUPO BIMBO, S.A.B. DE C.V. Prolongación Paseo de la Reforma No. 1000 Colonia Peña Blanca Santa Fé, 01210 Delegación Álvaro Obregón México, D.F. Tel. 52 (55) 5268-6924 Fax. 52 (55) 5268-6697 Market Quote: "BIMBO" STATEMENT OF INFORMATION ABOUT CORPORATE RESTRUCTURING November 9, 2010 In accordance with Article 35 and Annex P of the Securities Issuers Regulations (Disposiciones de Carácter General Aplicables a las Emisoras de Valores y a otros Participantes del Mercado de Valores) issued by the Comisión Nacional Bancaria y de Valores (National Banking and Securities Commission; the “CNBV ”), Grupo Bimbo, S.A.B. de C.V. ("Grupo Bimbo " or the "Company ") informs its shareholders and the public investors that it has reached an agreement to acquire the fresh bakery business in the United States of America (the "United States ") of Sara Lee Corporation ("Sara Lee "), as well as an exclusive, perpetual, irrevocable, non sub-licensable and royalty-free license to use diverse brands and other industrial property rights. Brief Summary of the Acquisition Grupo Bimbo reached an agreement, through the execution of the necessary documentation, which is subject to standard conditions and authorizations for this type of transactions, to acquire Sara Lee's fresh bakery business in the United States. The price of the Acquisition is approximately US$959 million dollars, currency of the United States. The Acquisition includes the right to use an exclusive, perpetual, irrevocable, non sub-licensable and royalty-free license of a brand portfolio (and other industrial property rights) that includes "Sara Lee"®, "Rainbo"®, "Heiner's"® and "Colonial"®, used in diverse products part of the fresh bakery business, as well as the purchase of 41 plants and nearly 4,800 distribution routes (the "Acquisition "). The Acquisition is part of Grupo Bimbo's growth strategy to consolidate its global platform and is in line with its vision to become a worldwide leading company and one of the most important food companies in an international level. The shares of Grupo Bimbo's are registered in the Registro Nacional de Valores (National Registry of Securities, the “Registry ”) and are listed in the Bolsa Mexicana de Valores (Mexican Stock Exchange; the "BMV "), with the market quote "BIMBO". Registration of Grupo Bimbo's shares in the Registry does not imply certification about the value of the securities, the solvency of Grupo Bimbo or the accuracy or completeness of the information contained in this Informative Brochure, nor it validates acts that have been performed against the laws. This Informative Brochure is not an offer to sell securities in Mexico and has been prepared and made available to public in order for Grupo Bimbo's shareholders to be informed about the Acquisition. The board of directors of Grupo Bimbo approved the Acquisition on November 3, 2010, subject to the execution of the definitive documents related to the Acquisition. Since such documents were executed on November 9, 2010, such resolution became effective precisely on such date. The Acquisition does not imply the issuance of new shares of the Company, nor any amendment to the current shares or the by-laws of the Company. Copies of this Informative Brochure are at disposal of the investors at Grupo Bimbo's Relationship Investors Area, whose offices are located in the address mentioned above, Attention: Armando Giner Chávez, Telephone: 52 (55) 5268-6924, e-mail [email protected] and/or Azul Argüelles, Telephone 52 (55) 5268-6962, e-mail azul.argü[email protected] . The electronic version of this Informative Brochure may be reviewed in any of the following web pages: www.grupobimbo.com and www.bmv.com.mx .
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Page 1: GRUPO BIMBO, S.A.B. DE C.V.€¦ · Grupo Bimbo's Annual Report and Quarterly Report, which may be reviewed at and . Grupo Bimbo is one of the most important baking companies in the

RM-128018v1 23/11/2010

GRUPO BIMBO, S.A.B. DE C.V.

Prolongación Paseo de la Reforma No. 1000

Colonia Peña Blanca Santa Fé, 01210

Delegación Álvaro Obregón

México, D.F.

Tel. 52 (55) 5268-6924

Fax. 52 (55) 5268-6697

Market Quote: "BIMBO"

STATEMENT OF INFORMATION ABOUT CORPORATE RESTRUCTURING

November 9, 2010

In accordance with Article 35 and Annex P of the Securities Issuers Regulations (Disposiciones de Carácter General Aplicables a las Emisoras de Valores y a otros Participantes del Mercado de Valores) issued by the Comisión Nacional Bancaria y de Valores (National Banking and Securities Commission; the “CNBV”), Grupo Bimbo, S.A.B. de C.V. ("Grupo Bimbo" or the "Company") informs its shareholders and the public investors that it has reached an agreement to acquire the fresh bakery business in the United States of America (the "United States") of Sara Lee Corporation ("Sara Lee"), as well as an exclusive, perpetual, irrevocable, non sub-licensable and royalty-free license to use diverse brands and other industrial property rights. Brief Summary of the Acquisition

Grupo Bimbo reached an agreement, through the execution of the necessary documentation, which is subject to standard conditions and authorizations for this type of transactions, to acquire Sara Lee's fresh bakery business in the United States. The price of the Acquisition is approximately US$959 million dollars, currency of the United States. The Acquisition includes the right to use an exclusive, perpetual, irrevocable, non sub-licensable and royalty-free license of a brand portfolio (and other industrial property rights) that includes "Sara Lee"®, "Rainbo"®, "Heiner's"® and "Colonial"®, used in diverse products part of the fresh bakery business, as well as the purchase of 41 plants and nearly 4,800 distribution routes (the "Acquisition"). The Acquisition is part of Grupo Bimbo's growth strategy to consolidate its global platform and is in line with its vision to become a worldwide leading company and one of the most important food companies in an international level. The shares of Grupo Bimbo's are registered in the Registro Nacional de Valores (National Registry of Securities, the “Registry”) and are listed in the Bolsa Mexicana de Valores (Mexican Stock Exchange; the "BMV"), with the market quote "BIMBO". Registration of Grupo Bimbo's shares in the Registry does not imply certification about the value of the securities, the solvency of Grupo Bimbo or the accuracy or completeness of the information contained in this Informative Brochure, nor it validates acts that have been performed against the laws.

This Informative Brochure is not an offer to sell securities in Mexico and has been prepared and made available to public in order for Grupo Bimbo's shareholders to be informed about the Acquisition. The board of directors of Grupo Bimbo approved the Acquisition on November 3, 2010, subject to the execution of the definitive documents related to the Acquisition. Since such documents were executed on November 9, 2010, such resolution became effective precisely on such date. The Acquisition does not imply the issuance of new shares of the Company, nor any amendment to the current shares or the by-laws of the Company. Copies of this Informative Brochure are at disposal of the investors at Grupo Bimbo's Relationship Investors Area, whose offices are located in the address mentioned above, Attention: Armando Giner Chávez, Telephone: 52 (55) 5268-6924, e-mail [email protected] and/or Azul Argüelles, Telephone 52 (55) 5268-6962, e-mail azul.argü[email protected] . The electronic version of this Informative Brochure may be reviewed in any of the following web pages: www.grupobimbo.com and www.bmv.com.mx.

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INDEX

1. TERMS AND DEFINITIONS……………………………………………………………………………...3

2. EXECUTIVE SUMMARY………………………………………………………………………………… .5

3. DETAILED INFORMATION ABOUT THE ACQUISITION…………………………………………… 7

3.1. Detailed Description of the Acquisition…………………………………………......… 7

3.2. Purposes of the Acquisition………………………………………………………….. . 8

3.3. Financing Sources and Expenses……………………………………………………... 8

3.4. Acquisition's Approval Date……………………………………………………….……..8

3.5. Acquisition's Accounting Treatment……………………………………………….…… 9

3.6. Acquisition's Tax Consequences………………………………………………………. 11

4. PARTIES TO THE ACQUISITION……………………………………………………………………….. 12

4.1. Grupo Bimbo………………………………………………………………………………. 12

4.1.1. Name of the Issuer ..……………………………………………………………………. 12

4.1.2. Business Description………………………………………………………………………12

4.1.3. Evolution and Recent Events……………………………………………………………. 12

4.1.4. Capital Structure……………………………………………………………………………12

4.1.5. Significant Changes in the Financial Statements from the Last Annual Report….…12

4.2. Sara Lee……………………………………………………………………………………..12

4.2.1. Name of the Company…………………………………………………………………….12

4.2.2. Business Description………………………………………………………………………12

4.2.3. Evolution and Recent Events……………………………………………………………..12

4.2.4. Capital structure…………………………………………………………………………….13

4.2.5. Significant Changes in the financial statements from the Last Annual Report………13

5. RISK FACTORS………………………………………………………………………………………… … 14

5.1. Risk Factors Related to Grupo Bimbo………………………………………………… 14

5.2. Risk Factors Related to the Acquisition………………………………………………… 14

6. SELECTED FINANCIAL INFORMATION………………………………………………………………… 16

7. MANAGEMENT’S COMMENTS AND ANALYSIS REGARDING THE RESULTS

OF OPERATION AND FINANCIAL CONDITION …………………………………………………………19

7.1. Results of Operation ……………………………………………………………………………………19

7.2. Financial Situation, Liquidity and Capital Resources……………………….……………………….20

8. RESPONSIBLE PERSONS……………………………………………………………………………..……22

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1. TERMS AND DEFINITIONS

Unless otherwise required by the context, all references to the following terms contained in this Informative Brochure, will have the meaning assigned herein and will be applicable either to the singular or plural of the defined terms:

"BMV" Shall have the meaning assigned in the cover of this Informative Brochure.

"CINIF" Means the Mexican Board for the

Investigation and Development of Financial Information Standards (Consejo Mexicano para la Investigación y Desarrollo de Normas de Información Financiera, A.C.).

"CNBV" Shall have the meaning assigned in the

cover of this Informative Brochure. "Rules" Means the Securities Issuers Regulations

(Disposiciones de Carácter General Aplicables a las Emisoras de Valores y a otros Participantes del Mercado de Valores) published in the Official Gazette of the Federation on March 19, 2003, as amended from time to time.

"US$" and "Dollars" Means the lawful currency of the United

States. "United States" Shall have the meaning assigned in the

cover of this Informative Brochure. "Financing" Has the meaning assigned to such term in

Section 3.3 of this Informative Brochure. "Informative Brochure" Means this Statement of Information about

Corporate Restructuring, made by Grupo Bimbo in accordance with Article 35 and Annex P of the Rules.

"Grupo Bimbo" or the "Company" Means Grupo Bimbo, S.A.B. de C.V. and,

when required by context, Grupo Bimbo, S.A.B. de C.V. together with its consolidated subsidiaries.

"Mexico" Means the United Mexican States.

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"NIF" Means Financial Information Standards (Normas de Información Financiera) issued by the CINIF.

"Acquisition" Shall have the meaning assigned in the

cover of this Informative Brochure. "Pesos" o "$" Means the lawful currency and legal

tender in Mexico. "Annual Report" Means Grupo Bimbo's annual report for

the year ended on December 31, 2009, filed with the CNBV and the BMV in accordance with the Rules, which may be reviewed at www.grupobimbo.com and www.bmv.com.mx .

"Quarterly Report" Means Grupo Bimbo's quarterly report for

the quarter ended on September 30, 2010, filed with the CNBV and the BMV in accordance with the Rules, which may be reviewed at www.grupobimbo.com and www.bmv.com.mx .

"Sara Lee" Means Sara Lee Corporation.

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2. EXECUTIVE SUMMARY

This summary includes a brief description of the most relevant aspects of the Acquisition and does not intend to contain all the information that could be relevant about it, so it is complemented with the more detailed information and the financial information included in other sections of this Informative Brochure, as well as with Grupo Bimbo's Annual Report and Quarterly Report, which may be reviewed at www.grupobimbo.com and www.bmv.com.mx. Grupo Bimbo is one of the most important baking companies in the world and one of the most prominent food companies in the Americas. Grupo Bimbo is dedicated to the production, distribution and marketing of sliced bread, buns, confectionary goods, cookies, cereal bars, candies, chocolates, sweet and salad snacks, wheat tortillas, tostadas, milk caramel and fast food, among others. Likewise, Grupo Bimbo has one of the most broad distribution networks in the world, with more than 39,000 routes and above 100,000 employees. Grupo Bimbo operates in 17 countries, including the United States, Mexico, Latinamerica and, to a lesser extent, China. Currently, Grupo Bimbo operates 98 production plants worldwide, with capacity to produce commercial quantities of a wide variety of products in its primary markets. To ensure the freshness and quality of its products, Grupo Bimbo has developed an extensive direct-distribution network, which fields one of the largest sales fleets in the Americas. As of December 31, 2009, Grupo Bimbo's direct-distribution network included more than 39,000 distribution routes, spread across more than 1,000 distribution centers, and reached more than 1.3 million points of sale. Grupo Bimbo considers that this distribution network is one of its key competitive advantages. Since 1980, Grupo Bimbo's shares have traded in the BMV under the ticker symbol "BIMBO". For a complete description of Grupo Bimbo's business and operations, please refer to the Annual Report and to the Quarterly Report. On November 9, 2010, Grupo Bimbo reached an agreement, which is subject to several standard conditions and authorizations for these type of transactions, to purchase Sara Lee's fresh bakery business in the United States, as well as several licenses to use a portfolio of brands and other industrial property rights. The price of the Acquisition is approximately US$959 million Dollars, currency of the United States. The Acquisition includes the right to use an exclusive, perpetual, irrevocable, non sub-licensable and royalty-free license of a brand portfolio (and other industrial property rights) that includes "Sara Lee"®, "Rainbo"®, "Heiner's"® and Colonial"®, used in diverse products part of the fresh bakery business, as well as the purchase of 41 plants and nearly 4,800 distribution routes.

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The Acquisition excludes certain assets owned by Sara Lee's which include Sara Lee's bakery business outside of the United States, including Australia, New Zealand and certain European Countries, the food business managed by Sara Lee's food division, and Sara Lee's refrigerated and frozen bread business.

The Acquisition is part of Grupo Bimbo's growth strategy to consolidate its

global platform and it is in line with its vision to become a worldwide leading bakery company and one of the most important food companies on an international level. In order to consummate the Acquisition, Grupo Bimbo will use several available committed credit lines from several Mexican and foreign financial institutions. See "Detailed Information about the Acquisition – Financing Sources and Expenses" below.

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3. DETAILED INFORMATION ABOUT THE ACQUISITION

3.1. Detailed Description of the Acquisition

On November 9, 2010, Grupo Bimbo (through one of its subsidiaries) and Sara Lee, among other parties, signed, among others, a share purchase agreement, by which Grupo Bimbo agreed to acquire the shares of Sara Lee Bakery Group Inc., a Sara Lee's subsidiary, as well as other assets and the right to use an exclusive, perpetual, irrevocable, non sub-licensable and royalty-free license of certain brands and other industrial property rights related with Sara Lee's fresh bakery business in the United States. Sara Lee’s shares are listed in the New York Stock Exchange in the United States. Sara Lee, through its subsidiaries, is one of the largest food processing and distribution companies in the world, including bread, coffee, cold meats and packaged foods, with a well-recognized worldwide brand portfolio, including, among others, "Sara Lee"®, "Rainbo"®, "Heiner's"® and "Colonial"®. Sara Lee Bakery Group, Inc. is a company incorporated and existing in accordance with the laws of the State of Delaware, United States, which operates Sara Lee's bakery business in the United States. Sara Lee Bakery Group, Inc. has 41 plants in the United States, and nearly 4,800 distribution routes.

The Acquisition excludes certain assets owned by Sara Lee, including Sara Lee's bakery business outside of the United States, including Australia, New Zealand and certain European Countries, the food business managed by Sara Lee's food division, and Sara Lee's refrigerated and frozen bread business.

The purchase price for the shares of Sara Lee Bakery Group, Inc.'s is

approximately US$959 million Dollars, to be paid precisely on the closing date of the Acquisition. The purchase price is subject to certain adjustments, which may increase or decrease it, derived from accounting variations (including debt and working capital), taxes and certain financial derivative transactions. Likewise, Grupo Bimbo has the right to be indemnified by Sara Lee in case of breach of representations and obligations contained in the purchase agreement. Upon payment of the purchase price, Grupo Bimbo will be the owner of the shares subject to the Acquisition.

The effectiveness of the purchase agreement is subject, among other standard

conditions for this type of transaction, to the approval from the antitrust authorities of the United States.

The purchase agreement and, consequently, the Acquisition, may be terminated

solely in case the antitrust authorities of the United prohibit that the Acquisition is consummated within 12 months after the date of the purchase agreement. In such case, Grupo Bimbo will be obligated to pay Sara Lee the amount of US$100 million Dollars.

The purchase agreement is governed by the laws of the State of New York in

the United States, and both parties have agreed to submit to the jurisdiction and competence of the courts of the State of New York, in the United States of America.

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3.2. Purposes of the Acquisition For Grupo Bimbo, the Acquisition has several objectives, including:

� to develop a product portfolio that satisfies the needs of its clients in all the regions in which it participates in the United States,

� to improve its production and distribution system, in order to reduce costs, be

more competitive, and improve services to its clients, and

� to improve the profitability of Grupo Bimbo's operations in the United States by means of creating a low cost platform.

3.3. Financing Sources and Expenses

Grupo Bimbo has credit lines available from several Mexican and foreign financial institutions, which are documented by means of credit agreements, from which it is able to draw upon up an amount equivalent to approximately US$1,150 million Dollars (the "Financing") in order to consummate the Acquisition. The Financing will have maturities on April 2012 and on July 2013. Most of such credit lines may be disposed in Dollars, while a minor portion of such credit lines may be disposed in Pesos. Dollar-denominated loans will accrue interests based on the LIBOR rate plus a margin, while Peso-denominated loans will accrue interests based on the TIIE rate plus a margin. The agreements documenting the Financing contain several limitations (which are not more onerous than those to which Grupo Bimbo is subject under its current credit agreements), including restrictions to incur in additional indebtedness, limitations to pay dividends in certain circumstances, limitations in the use of funds resulting from asset sales, as well as several financial ratios and limitations. Likewise, Grupo Bimbo's payment obligations under the Financing will be guaranteed (por aval) by some of its subsidiaries. The banks that have committed to grant the Financing are Banco Santander (México), S.A., Institución de Banca Múltiple, Grupo Financiero Santander, Bank of America, N.A., BBVA Bancomer, S,.A., Institución de Banca Múltiple, Grupo Financiero BBVA Bancomer, Citibank, N.A., Banco Nacional de México, S.A., Integrante del Grupo Financiero Banamex, HSBC México, S.A., Institución de Banca Múltiple, Grupo Financiero HSBC, ING Bank, N.V., Dublin Branch and Banco Inbursa, S.A., Institución de Banca Múltiple, Grupo Financiero Inbursa. On the other hand, Grupo Bimbo estimates that the expenses related to the Acquisition amount approximately US$10 million Dollars.

3.4. Acquisition's Approval Date

Grupo Bimbo's board of directors approved the Acquisition in its meeting held on November 3, 2010, subject to the execution of the definitive documents related to

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the Acquisition. Since such documents were executed on November 9, 2010, such resolution became effective precisely on such date.

Since the Acquisition does not represent the 20% or more of the consolidated

assets of Grupo Bimbo, based on the financial statements corresponding to the quarter ended on September 30, 2010 that are included in the Quarterly Report, there is no need for Grupo Bimbo's general shareholders’ meeting to approve the Acquisition, as provided in Article 47 of the Securities Market Law and in Grupo Bimbo's by-Laws.

3.5. Acquisition's Accounting Treatment The valuation and registration of the Acquisition, in accordance with what stated

by the financial information standard (NIF) B-7 "Business Acquisitions" would be as follows:

Business acquisitions must be recognized by means of the purchase method,

which requires, in all cases, (i) to evaluate whether the acquired asset classifies as business, (ii) to identify the purchaser, (iii) to determine the acquisition's date, (iv) to value the identifiable acquired assets, the assumed liabilities, as well as the non- controlling participation in the acquired entity, (v) to valuate the price, and (vi) recognize an acquired goodwill or a purchase gain, as set forth in such NIF. Additional Costs in the Acquisition They will be registered in profit and loss entries at the moment of their expense and, in accordance with the NIF B-7 "Business Acquisitions", they will not be a part of the acquired entity's cost. Allocation of the acquired entity's cost to the acquired assets and the assumed liabilities The purchasing entity will allocate the cost of the acquired entity to the acquired assets and the assumed liabilities, based on their fair values as of the acquisition date. Before the allocation, the purchasing entity will (i) review if the price is different from cash, to ensure that the assets and liabilities are adequately valued, and (ii) identify all the assets and liabilities, including intangibles, regardless if they are registered in the acquired entity. Among other relevant information sources, independent and actuarial valuations as well as other valuations may be used as support to determine the estimated fair values of the acquired assets and the assumed liabilities. The general criteria to allocate value to assets and liabilities, except the goodwill, are: (i) financial instruments, at fair value; (ii) accounts receivable, at present value of the amounts to be received,

calculated using the applicable interest rate (those that are due in a period of

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less than a month are calculated at face value) less the estimation for uncollectible accounts;

(iii) inventories: - finished goods and merchandises, at the estimated sale price less the

disposition costs and a fair profit estimation for the selling effort of the purchasing entity,

- output in process, at the estimated sale price of the finished goods less the

completion costs, distribution costs and a fair estimation for the completion and selling efforts by Grupo Bimbo, and

- raw materials, at replacement cost, without exceeding its realizable value; (iv) real estate, plant and equipment: - those maintained for use, at their current replacement cost for similar capacity,

unless the recovery value of the assets indicate a cheaper value for Grupo Bimbo, and

- those available for sale, at an estimated sale price less its corresponding

disposition cost; (v) intangible assets, at their fair value; (vi) other assets, natural resources and non negotiable instruments, at fair value; (vii) permanent equity investments, at fair value; (viii) accounts payable, at present value of the payable amounts, calculated with

the applicable interest rate; (ix) employees benefits, valued in accordance with the NIF D-3 guidelines, taking

in consideration that liabilities for defined plans must be for the total amount of such liabilities, without deducting the redeemable items generated for granting new benefits or for variations in assumptions;

(x) accrued liabilities and provisions, which must contemplate those in anticipation

of the reorganization of the acquired business, including other related costs, such as severance payments; these liabilities will be recognized at present value of the payable amounts, calculated using the applicable interest rate; and

(xi) prior contingencies, at fair value, if its determination is possible, or in the

contrary, to the best estimation possible. Goodwill The excess of an acquired entity's cost over the net amounts allocated to the acquired assets and to the assumed liabilities, will be recognized as goodwill.

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An intangible acquired asset that does not comply with the NIF C-8 guidelines will be included in the amount recognized as goodwill. Goodwill's Accounting Treatment The goodwill of an acquired entity shall not be amortized; notwithstanding, it will be subject, at least annually, to impairment tests. The determination of its impairment shall be made considering the provisions of NIF C-15.

3.6. Acquisition's Tax Consequences Grupo Bimbo will not have tax consequences exclusively as a result of the Acquisition.

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4. PARTIES TO THE ACQUISITION

4.1. Grupo Bimbo

4.1.1. Name of the Issuer Grupo Bimbo, S.A.B. de C.V. 4.1.2. Business Description

For information on the business description of Grupo Bimbo, see the Annual Report and to the Quarterly Report.

4.1.3. Evolution and Recent Events For information regarding Grupo Bimbo's evolution, including the events occurred within the last year, see the quarterly reports and the relevant events that the Company has published during 2010, which are available at www.grupobimbo.com and www.bmv.com.mx.

4.1.4. Capital Structure For information regarding Grupo Bimbo's capital structure, see the Annual Report and to the Quarterly Report.

4.1.5. Significant Changes in the Financial Statements from the Last Annual Report

There have not been any significant changes in Grupo Bimbo's financial statements since the publication of the Annual Report.

4.2. Sara Lee

4.2.1. Name of the Company Sara Lee.

4.2.2. Business Description For information on the business description of Sara Lee, see its annual report available at www.saralee.com. Sara Lee Bakery Group, Inc. is a Sara Lee's subsidiary. Sara Lee’s shares are listed in the New York Stock Exchange of the United States. Sara Lee, through its subsidiaries, is one of the largest food processing and distribution in the world, including bread, coffee, cold meats and packaged foods, with a widely recognized worldwide brands portfolio, including, among others, "Sara Lee"®, "Rainbo", ® "Heiner's"® and "Colonial"®.

4.2.3. Evolution and Recent Events

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For information regarding Sara Lee's evolution, including the events occurred within the last year, see its annual report, its quarterly reports and other related information available at www.saralee.com.

4.2.4. Capital Structure

For information regarding Sara Lee's capital structure, see its annual report available at www.saralee.com. Sara Lee is an American company whose ordinary shares quote in the New York Stock Exchange with the ticker symbol "SLE". The public information regarding Sara Lee may be consulted in the abovementioned web page.

4.2.5. Significant Changes in the Financial Statements from the Last Annual Report

For information regarding significant changes, if any, to Sara Lee's

financial statements, from the date of its last annual report, see the available information at www.saralee.com.

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5. RISK FACTORS

5.1. Risk Factors Related to Grupo Bimbo

For more information regarding the risk factors applicable to Grupo Bimbo, see the Annual Report, which is available at www.grupobimbo.com and www.bmv.com.mx.

5.2. Risk Factors Related to the Acquisition

In connection with the Acquisition, Grupo Bimbo will incur in significant debt; the refinancing of such debt will depend on the market conditions, which may be adverse. In order to consummate the Acquisition, Grupo Bimbo will incur in significant debt, which may have an adverse effect in the price of Grupo Bimbo´s shares. Such debt may also have important consequences for Grupo Bimbo, including an increase in its cost of interest. The agreements evidencing such debt contain several limitations (which are not more onerous than those to which Grupo Bimbo is actually subject under its current credit agreements), including restrictions to incur in additional debt, limitations to pay dividends in certain circumstances, limitations in the use of funds from asset sales, as well as several financial ratios and limitations. As a consequence, Grupo Bimbo´s ability to pay dividends, to finance acquisitions, expansions, maintenance expenses and investments, and to maintain flexibility in the management of its business, may be limited in an important way. On the other hand, all or an important part of such debt, may be Dollar-denominated. Although an important part of Grupo Bimbo´s sales is Dollar-denominated, a devaluation or depreciation of the value of the Peso, or of any other currency of the countries in which Grupo Bimbo operates, relative to the Dollar, may adversely affect Grupo Bimbo's ability to pay principal and interest in respect of such Dollar-denominated debt.

Grupo Bimbo may refinance the debt incurred in connection with the Acquisition in the future. Grupo Bimbo´s ability to refinance such debt in favorable terms and conditions depends on several factors which are out of Grupo Bimbo´s control, such as market conditions and availability of funds.

For a description of the Financing related to the Acquisition, see "Detailed Description of the Acquisition – Financing Sources and Expenses" herein.

The antitrust authorities in the United States may not grant the

authorization to consummate the Acquisition; in such case, Grupo Bimbo would be obliged to pay a penalty.

The closing of the Acquisition is subject to the authorization of the antitrust

authorities in the United States. Grupo Bimbo cannot ensure that it will obtain such authorization or the date on which it will be obtained. If such authorization is not obtained or it is obtained in non acceptable terms for Grupo Bimbo, Grupo Bimbo may not be able to consummate the Acquisition. In case that such authorization is

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not obtained, Grupo Bimbo will be required to pay Sara Lee a penalty of US$100 million Dollars.

Grupo Bimbo may not be able to successfully integrate Sara Lee's fresh

bakery business in the United States. A key element to achieve the expected benefits of the Acquisition is to be able

to integrate Sara Lee's fresh bakery operations in the United States to the current operations of Grupo Bimbo in the United States in a timely and efficient way. No assurance can be made that such efforts will be successful or will be completed as expected by Grupo Bimbo. If such integration is not successful, Grupo Bimbo´s operations, financial conditions and results of operations may be adversely and significantly affected.

Information about Estimations and Associated Risks The information included in this Informative Brochure reflects Grupo Bimbo´s

perspective in connection with future events and may contain information about financial results, economic situations, tendencies and uncertain facts. Expressions such as "believe", "expects", "estimates", "considers", "foresees", "plans", and other similar expressions, identify such projections or estimations. When evaluating such projections or estimations, investors should take into account the risk factors described in this section and other warnings contained in this Informative Brochure or in any other document disclosed to the public in respect of the Acquisition. Such risk factors and projections describe the circumstances which could originate that the real results differ significantly from expected results.

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6. SELECTED FINANCIAL INFORMATION Below is Grupo Bimbo´s financial information and Grupo Bimbo´s pro-forma financial information considering Sara Lee´s fresh bakery business for the 12-month period ended on December 31, 2009, and for the 9-month period ended on September 30, 2010. In the case of Grupo Bimbo, such information was prepared using (i) Grupo Bimbo's consolidated audited financial statements for the year ended on December 31, 2009 and (ii) Grupo Bimbo's internal consolidated financial statements for the 9-month period ended on September 30, 2010, which were prepared based on the quarterly financial statements delivered by Grupo Bimbo to the BMV in each of the first three quarters of 2010. In the case of Sara Lee, the following considerations were made: (i) Sara Lee´s combined audited financial statements of the fresh bakery business

in the United Stated (NAFB) dated July 3, 2010 were used taken as a basis to prepare such information.

(ii) certain adjustments agreed between Grupo Bimbo and Sara Lee were

incorporated, which adjustments were not included in such audited financial statements and that reflect a more adequate financial situation of the acquired business under Mexican NIF;

(iii) with respect to the income statement, in the comparative periods, the

management books published by Sara Lee were taken in consideration; for 2009, four consecutive quarters where the fourth quarter is dated December 26, 2009 were taken; for 2010, three consecutive quarters where the third quarter is dated October 2, 2010 were taken; to convert Sara Lee´s results to Pesos, the monthly average exchange rate of 2009 and of the nine months of 2010 were used, respectively; and

(iv) with respect to the balance sheet, the combined audited balance of Sara Lee´s

fresh bakery business in the United States (NAFB) dated July 3, 2010, with the aforementioned adjustments, was used; the conversion to Pesos was made using the exchange rates at the end of December 2009 and September 2010, respectively.

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BALANCE SHEET December 31., 2009

Amounts expressed in million Pesos

Grupo Bimbo

Pro-Forma

Grupo Bimbo +

Sara Lee NAFB

Cash and Banks Accounts Receivable Inventary Other Current Assets

4,981 9,605 2,969 676

2,122 11,440 3,385 1,048

Total Current Assets 18,231 17,995

Real Estate, Plant and Equipment Intangible Assets

32,763 45,719

37,681 59,146

Total Non Current Assets 78,482 96,827

Total Assets 96,713 114,822

Accounts Payable Other Current Liabilities

5,341 7,550

6,536 9,837

Total Current Liabilities 12,891 16,374

Total Debt Other Liabilities

36,740 6,125

46,330 10,873

Total Long Term Liabilities 42,865 57,204

Shareholder's Equity 40,957 41,245

INCOME STATEMENT December 31., 2009

Amounts expressed in million Pesos

Grupo Bimbo

Pro-Forma

Grupo Bimbo +

Sara Lee NAFB

Total Sales

Sales Costs and General Expenses Profit after General Expenses

CIF Other Expenses Participation in the results of associated companies Profit Before Taxes

Taxes Net Income

EBITDA

116,353

104,299 12,054

2,012 1,176

42 8,908

2,827 6,081

15,835

144,443

131,707 12,736

2,600 1,176

42 9,002

2,623 6,379

17,606

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BALANCE SHEET September 30, 2010

Amounts expressed in million Pesos

Grupo Bimbo

Pro-Forma

Grupo Bimbo +

Sara Lee NAFB

Cash and Banks Accounts Receivable Inventary Other Current Assets

4,932 11,162 2,953 672

2,195 12,918 3,351 1,028

Total Current Assets 19,719 19,493

Real Estate, Plant and Equipment Intangible Assets

31,463 45,362

36,171 57,754

Total Non Current Assets 76,825 93,925

Total Assets 96,544 113,418

Accounts Payable Other Current Liabilities

5,681 8,454

6,825 10,534

Total Current Liabilities 14,135 17,360

Total Debt Other Liabilities

32,663 6,396

41,844 10,941

Total Long Term Liabilities 39,059 52,785

Shareholder's Equity 43,350 43,273

INCOME STATEMENT September 30, 2010

Amounts expressed in million Pesos

Grupo Bimbo

Pro-Forma

Grupo Bimbo +

Sara Lee NAFB

Total Sales

Sales Costs and General Expenses Profit after General Expenses

CIF Other Expenses Participation in the results of associated companies Profit Before Taxes

Taxes Net Income

EBITDA

86,689

77,973 8,716

1,948 564 51

6,255

2,129 4,126

11,462

106,476

97,567 8,909

2,363 564 51

6,033

1,985 4,048

12,450

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7. MANAGEMENT’S COMMENTS AND ANALYSIS REGARDING THE RESULTS OF OPERATION

AND FINANCIAL CONDITION The following analysis shall be read jointly with the quarterly reports published by Grupo Bimbo as of December 31, 2009 and September 30, 2010, which are available at http://ir.grupobimbo.com. The following analysis is prepared to provide more comprehension of Grupo Bimbo's financial statements and Grupo Bimbo's pro-forma financial statements considering Sara Lee's fresh bakery business in the United States, which are included in this Informative Brochure. In this section, Sara Lee NAFB refers to the fresh bakery business in the United States of Sara Lee, which is the subject of the Acquisition. Unless otherwise specified, all Peso amounts in this section are expressed in million Pesos. Sara Lee's NAFB figures are expressed in million Pesos at the monthly average exchange rate at the end of 2009 and as of September 30, 2010, respectively.

7.1. Results of Operations Comparative analysis of the base and pro-forma financial statements as of December 31, 2009 and to September 30, 2010. Income Statement Total Sales Net sales would have grown 24% and of 22.8% as a result of the incorporation of $28,090 and $19,787 generated by Sara Lee NAFB during 2009 and as of September 30, 2010, respectively. As a result, the sales of the Company from the United States operations would have represented 54.0% and 2.2% of the total sales, for the same periods. Profit after General Expenses By incorporating Sara Lee's NAFB profit registered during 2009 and the first nine months of 2010, profits earned by the Company would have grown to $12,736 and $8,909, in other words, 5.7% and 2.2% above the base scenario, respectively. Likewise, Grupo Bimbo's margin after general expenses would have been 8.8% and 8.4%, -1.6 pp and -1.7 pp less than the reported in 2009 and 2010, respectively. The foregoing derives from the incorporation of Sara Lee's NAFB profit, whose margin was 2.4% and 1.0% for such periods, 7.9 pp and 9.1 pp lower to the ones reported by the Company. Integral Cost of Financing In 2009, the change in this item would be explained, mainly, by the recognition of the debt incurred to fund the Acquisition.

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When comparing the figures as of September 30, 2010, the increase in this item would be explained, mostly, by the registration of interest, as explained by the preceding paragraph. Profit before Taxes The increase by $94 in the pro-forma income statement as of December 30, 2009, would be explained by the incorporation of Sara Lee's NAFB results. When comparing the amounts for 2010, there is a 3.5% decrease in this item. Taxes The decrease in this item corresponds, mainly, to the interest deductions that the debt incurred in connection with the Acquisition would have generated. For 2010, this item shows a decrease of 6.7%. Net Profit By incorporating Sara Lee's NAFB results, the net profit of the pro-forma income statements for December 30, 2009 would have increased 4.9% with respect to the base scenario. Net margin would have registered a 0.8 pp decrease, to end at 4.4%. For 2010, net profit would have been of $4,048, 1.9% less than the base scenario, as a result of the increase in interest paid, which could not have been set off by the increase in the net profit. Net margin would have been at 3.8%, 1.0 pp below the one registered by the Company in such period.

7.2. Financial Situation, Liquidity and Capital Resources Balance Sheet Cash and Banks For 2009 and 2010, this item presents a reduction of 57.4% and 55.5%, respectively. These decreases would be the result of the registration in the pro-forma balance for the use of the Company’s cash in hand to pay the Acquisition price. Goodwill and Intangible Assets The increase in these items is the result of the incorporation of Sara Lee's NAFB goodwill and intangible assets, as well as to the goodwill generated by the Acquisition. Accounts Receivable The change in this item results from the incorporation of Sara Lee's NAFB accounts receivable, as a result of its client portfolio. Short and Long Term Debt

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The increase in these items results from the recognition of the debt incurred to finance the Acquisition, assuming that such debt would be of US$700 million Dollars and that the Company would use its cash in hand to pay the balance of the purchase price. For the other items in the balance sheet, the changes presented in the pro-forma financial statements are explained by the incorporation of Sara Lee's NAFB amounts related to its usual operation.

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8. RESPONSIBLE PERSONS

The undersigned state, under oath, that within our own functions, we prepared the information related to the issuer contained in this Informative Brochure, which, to the best of our knowledge, fairly reflect its situation. Likewise, we express that we have no knowledge of relevant information that has been omitted or falsified in this Informative Brochure or that it contains information that may induce investors to error. __________________________________ By: Pablo Elizondo Huerta Charge: Deputy General Manager __________________________________ By: Guillermo Quiroz Abed Charge: Chief Financial Officer _____________________________ By: Luis Miguel Briola Clément Charge: Legal Counsel


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