Fuller Landau's Food & Beverage Newsletter Fall/Winter 2014

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FALL/WINTER 2014

FOOD & BEVERAGE NEWSLETTER


WELCOME TO OUR NEWSLETTER!

Welcome to the Fall/Winter 2014 edition of our Food & Beverage newsletter. The food retail market is intensely competitive. Grocery retailer competition has resulted in discounting of food prices and shrinking margins to attract customers. Grocers in turn are demanding significant price cuts from their suppliers. This has caused tension between grocers and suppliers. What can suppliers do? The Advisor’s Point of View section of our newsletter contains an article “Initiatives to Overcome the Margin Squeeze.” The article explores initiatives that distributors should consider in order to overcome the margin squeeze. Our second article, “Investing in a Food & Beverage Franchise: What to Know Before Writing That Cheque” examines the legal and financial considerations investors should be aware of before investing in a franchise. The author conducted an interview with Edward (Ned) Levitt, a partner and franchise lawyer at Dickinson Wright LLP. Mr. Levitt provides insightful comments on various issues such as the red flags in a franchise agreement, investing in a new franchise system vs. an established franchise system and the financial disclosure that should be received from the franchisor. The author also highlights financial and tax issues that should be considered. 2

FOOD AND BEVERAGE NEWSLETTER FALL/WINTER 2014

In the Road to Success section of our newsletter, we share the story of how managing by values has been the backbone of Canadian food and beverage processor Morrison Lamothe for the last 81 years in the article “How Family Values Have Kept a Food and Beverage Business Successful through Three Generations.”

a commitment that its head office would stay in Canada and that the merged entity will continue to help finance franchisees’ renovations and refrain from raising franchisees’ rents and royalties for five years. Executives of both Burger King and Tim Hortons have said that growth was the key motivation for the takeover.

According to data from Thomson Reuters, the total value of M&A deals involving a Canadian buyer or seller was $149.8-billion (U.S.) in the first three quarters of 2014, significantly up from $111.3-billion in the same period last year. The Fast Facts, Trends and Recent News section of our newsletter sets out selected transactions in the Canadian and U.S. markets.

Growth also appeared to be a key reason for the Canadian publiclytraded Lassonde Industries’ purchase of the U.S. privately-owned Apple & Eve LLC. Lassonde Industries is a leading marketer and manufacturer of fruit juices and drinks. The acquisition of Apple & Eve LLC allows Lassonde Industries to grow its branded juice business in the U.S. with an established platform and leverage synergies with its existing U.S. business.

Some of the more notable Canadian transactions included franchised operations with perceived growth potential, such as M&M Meat Shops and Tim Hortons. M&M Meat Shops was acquired by Searchlight Capital Partners in July 2014. M&M is the largest independent retailer of specialty frozen food in Canada, with approximately 400 locations nationwide. It was founded in 1980 and has established a strong network of franchisees. Erol Uzumeri, a founding partner of Searchlight stated in a press release that “With the right investments, we look forward to realizing the growth potential of the company.” Tim Hortons was purchased by Burger King Worldwide, Inc. in August 2014. Interestingly, during negotiations, Tim Hortons demanded protections for its Canadian operation and its franchisees. Tim Hortons obtained

We appreciate the opportunity to share these articles, best practices, market activity and trends in the food and beverage sector. Thank you for your readership and we hope you enjoy the newsletter!

Wayne Gelb Co-Chair Food & Beverage Practice

Bruce Roher Co-Chair Food & Beverage Practice



ADVISORS POINT OF VIEW

Grocery retailer consolidation in Canada is putting significant price pressure on suppliers, whose margins are already tight. It’s tough out there for small to mid-size suppliers, but these challenges can be remedied when suppliers offer value-added products or services. Here are some important initiatives that suppliers to grocery or food distributors should consider in order to overcome the margin squeeze.

1. CATERING TO END USER NEEDS AND WANTS When they shop for food, Millennials demand healthy convenience meals, which are fully or semi-prepared when purchased. Millennials tend to shop at the last minute for food without pre-planning their meals. They are willing to pay a premium to purchase a pre-packaged meal if they believe it is a fresh and healthy choice. Grocery retailers have been allocating more space within their stores to service Millennials’ needs, and are looking for their supplier base to provide them with various product mixes in convenient packaging. These are usually higher margin products for the retailers, and they are willing to accept higher prices from the suppliers if the product moves quickly on the retail floor.

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FOOD AND BEVERAGE NEWSLETTER FALL/WINTER 2014

Suppliers need to be innovative and creative in preparing products with fresh and healthy ingredients. By packaging healthy items together and providing preparation tips on the label, the guesswork is taken out of dinner. It’s a quick-fix solution for the consumer and a value-added premium priced item for both the retailer and the supplier.

2. ENTICING WITH PRODUCT OFFERINGS, DEALS AND DISPLAYS In the past, grocery stores have carried duplicate products, taking up valuable shelf space. The trend is for retailers to now carry less product selection, but a higher volume of unique products that can better differentiate them from their competition and attract customers to their stores. Suppliers ought to examine their product assortment in the same manner. Suppliers must eliminate the duplicate and near-duplicate products they offer to retailers. In fact, suppliers should simplify their offerings to a given retailer and provide only one or two product choices within a category, regardless of how many lines they produce. These items should be produced with very simple yet eye-catching packaging, as that is one factor that appeals to customers. Suppliers again need to be creative and innovative in differentiating their products from their competitors’ products, as they will gain a competitive advantage, earning more sales at the retail level.


To further entice retailers, suppliers should consider offering discounts if larger volumes are purchased or larger shelf space is provided in stores. This will allow the supplier’s differentiated product to be more visible and draw customers to a retailer’s premises. However, after getting more shelf space or larger volume orders for a new and unique product, retailers can be quick to judge if the item will be successful. It is a fact that nine out of 10 new items fail at retail. A common challenge for suppliers is that the item is not given enough time to succeed, as customers need to first buy it and then sample the product before coming back to buy it again. Depending on the nature of the product, the repeat sales cycle can take time. However, retailers can be impatient; if they do not see quick volume sales, they may not repeat the order from the supplier. Suppliers need to understand a retailer’s motivation and consider providing incentives to continue carrying their product beyond the initial order. Incentives can include free cases of product for orders over a stipulated volume in the early stages of carrying their new product, and promotional support, such as impressive point-of-purchase displays. Attention-getting displays entice customers to buy stock, and the more items they buy, the more they feel they do not need to shop anywhere else. If a supplier can demonstrate to a retailer that its customers will not venture into another retailer’s shop after visiting their store, it makes the supplier’s sell to the retailer that much easier.

3. REVIEWING YOUR CLIENT ROSTER

4. ENGAGING IN CONTINUOUS IMPROVEMENT Successful suppliers must continue to innovate and not rest on their laurels. Technology is constantly changing to keep up with consumer habits and is forcing the product delivery system to change rapidly. Take online shopping for example. In only a handful of years, it has changed the way retailers stock items in the store, as well as how they order items from their supplier base. Retailers are using various applications for customers to order groceries online, having them delivered or picked up at set locations. These fast-changing delivery models for retailers are also affecting suppliers as retailers demand quicker and smaller delivery orders to meet the specific demands of their customers. Suppliers need to be working cooperatively with retailers to devise technology systems that meet consumers’ demands. If suppliers are not willing or able to meet these technology demands, they are certain to miss out on future sales. Consumer demands will continue to change with time, and as with all successful businesses, change is the constant that allows for meeting future demands. Suppliers need to be flexible and make investments to sustain and grow their businesses into the future. While the margin squeeze is tough for many suppliers, there are initiatives that can be undertaken to avoid the squeeze and possibly grow sales and bottom line. The end user is demanding newer products and services, and businesses must continuously adapt to get the margins they need to survive and thrive.

When confronted by a margin reduction, suppliers strive to reduce selling, general & administrative (SG&A) expenses to make up some of the lost margin. “Firing” a customer and foregoing sales dollars runs counter to many people’s thinking of how to become more efficient. However, in certain situations, ceasing to do business with unprofitable retailers is a quick and effective way to get a company’s economics back on track. Firing one or more clients can increase average selling prices, reduce labour costs, increase production efficiencies and improve earnings before interest, taxes, depreciation, and amortization (EBITDA). However, if it is not done right, it can lead to a decrease in sales that are not easily recovered. Suppliers need to look carefully at each retailer they supply to determine contribution margin by client and allocation of standard costs. If the supplier decides that a retailer client needs to be fired, the costs related to servicing this client need to be eliminated as well. With reduced payroll costs and less volume, production efficiencies could potentially also be achieved. With a lower headcount, a company will most likely attempt to keep its most skilled and flexible employees, who are able to perform other tasks across assembly lines and help keep overtime hours to a minimum. As well, the company can keep its best manufacturing equipment and decommission old equipment while optimizing the layout of the plant floor.

DAVID FILICE, CPA, CA, CIRP David Filice is a partner in the restructuring and insolvency practice of Fuller Landau. He has experience working in a range of industries including food & beverage, distribution, real estate and transportation. David can be reached at 416.645.6506 or by email at dfilice@fullerllp.com.

FOOD AND BEVERAGE NEWSLETTER FALL/WINTER 2014

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INVESTING IN A FOOD & BEVERAGE FRANCHISE: WHAT TO KNOW BEFORE WRITING THAT CHEQUE The Canadian Franchise Association lists over 200 food and beverage franchises. The largest category of these is quick-service restaurants, which include many recognizable fast food restaurants, frozen yogurt operations, and juice and smoothie chains. Food and beverage establishments can be ideal businesses to franchise because their successful business models are proven and can offer customers consistent products and services. With so many food and beverage franchises to choose from, it can be a daunting task trying to assess which franchise is right for you. A team of accounting, tax, and legal professionals can help ensure that you are properly informed before undertaking the risks of acquiring a franchise.

LEGAL CONSIDERATIONS We met with Edward (Ned) Levitt*, partner and franchise lawyer at Dickinson Wright LLP, to discuss some of the legal considerations prudent investors should be aware of before investing in a franchise. THE TERMS OF THE FRANCHISE AGREEMENT FULLER LANDAU: What red flags do you advise clients to look for when assessing franchise agreements? NED LEVITT: I often see too many provisions included in the franchise agreement that call for excessive payments from franchisees for such things as support services, renewal fees, transfer fees, training fees, approval fees, etc. These point to a franchisor that may be more interested in its own bottom line than its franchisees’ well-being. Similarly, provisions that transfer all of the benefits of volume purchases of inventory and supplies by franchisees to the franchisor are indicative of a franchisor that may simply be greedy. In healthy franchise systems, the resale of franchises by franchisees — to capitalize on success or because of life changes — is seen as a normal part of the growth and functioning of the system. Certain provisions in a franchise agreement which make such resales difficult may indicate that the franchisor is overly controlling. For example, a provision that the approval for the sale of the franchisee’s business is at the sole discretion of the franchisor is a red flag. 6

FOOD AND BEVERAGE NEWSLETTER FALL/WINTER 2014

There are many other areas of franchise agreements which help paint a picture of the thinking and attitudes of the franchisors that created them. To bring that picture into focus, prospective franchises need to have the franchise agreement reviewed by a lawyer who truly understands franchising. NEW SYSTEMS VS. MATURE SYSTEMS FULLER LANDAU: What are the pros and cons of buying into a new food and beverage franchise system as opposed to an established system? NED LEVITT: Buying power, name recognition, expertise, advertising clout and research and development are some of the benefits prospective franchisees expect when buying into an established franchise system. With the newer systems, these benefits may not materialize for several years, if at all. There is no question that the risks for businesses in start-up franchises are higher than with mature franchises. However, advantages can be found in the newer systems. For example, the prospective franchisee will have many more locations and territories to choose from in a franchise system that has not grown enough to reach saturation in prime areas. The entry costs may be lower and the rules less strict, which may appeal to the more entrepreneurial franchisee. FINANCIAL DISCLOSURE FULLER LANDAU: As part of the due diligence process, what financial disclosure can I expect to receive from the franchisor? NED LEVITT: It is a requirement of the various provincial franchise disclosure statutes that the franchisor provide prospective franchisees with all of the costs required to establish the franchised business. Although earnings projections are not required to be provided to prospective franchisees, if a franchisor does choose to provide an earnings projection, there must be a reasonable basis for the projection. In addition, all assumptions that underlie the projections and the location where the back-up information is available for inspection by the prospective franchisee must be provided.


FINANCIAL CONSIDERATIONS An accountant with franchising experience can provide objective advice and assistance to ascertain any possible financial risks and provide advice to help achieve the financial expectations of investing in a franchise. REVIEW OF FINANCIAL STATEMENTS AND PROJECTIONS In Ontario, franchisors are required to provide potential franchisees with audited or reviewed financial statements of the franchisor. It is important to have your accountant analyze the statements, not only to ascertain the financial health of the franchisor, but also to determine if the franchisor will be able to support the franchisee as the franchised business develops. In addition, your accounting advisor can help evaluate the achievability of any financial projections provided by the franchisor. This analysis should include a comprehensive review of the projection’s underlying assumptions, as well as a detailed examination of all documentation provided by the franchisor to substantiate those projections. A set of unrealistic financial projections that have no chance of materializing can lead to undesirable financial consequences for a franchisee and speak volumes about the character, abilities and intentions of the franchisor. CASH FLOW AND BREAK EVEN ANALYSIS To ensure your financial goals are achieved, it is important, prior to making an investment in a food and beverage franchise, to meet with your accountant and prepare a cash flow and break-even analysis. These analyses are important during your decision-making process as they can help identify whether the particular franchise investment is congruent with your financial goals. If, for example, the break-even analysis indicates that the length of time it takes for your investment to become profitable exceeds your expectations, the particular franchise under consideration may not be suitable for you. Similarly, undertaking a cash flow analysis will help identify the working capital required by the particular investment as well as the timing and amount of profits you can expect to generate from your investment. TAX TREATMENT Paying tax has a direct impact on your cash flow and accordingly, prior to executing any franchise agreement it is important that you understand the income tax consequences. Initial franchise fees, as well as ongoing payments such as royalties to the franchisor, have different tax treatment for the franchisee.

The tax rules for initial franchise fees vary depending on whether the franchisee acquires the franchise rights for a finite or indefinite period of time. Determining whether the term of the franchise right is finite or indefinite sounds straight forward, however the process becomes complicated when one starts examining renewal, extension and termination provisions in the franchise agreement. Consulting with a tax professional experienced in franchising can help you understand this issue and the impact of taxes on your anticipated cash flow. As if the payment of tax was not complicated enough, special tax withholding rules apply to a Canadian resident franchisee that makes payments (both initial and ongoing) to a non-resident franchisor. The withholding tax rates on amounts paid to the non-resident franchisor differ by country depending on various tax treaties. The onus lies on the franchisee to collect and remit these withholding taxes to the Canada Revenue Agency. Accordingly, it is important that you seek tax advice to properly understand your tax obligations prior to investing in a food and beverage franchisee. *Edward (Ned) Levitt is a partner at Dickinson Wright LLP. He served as General Counsel to the Canadian Franchise Association from 2000 to 2007 and, as a member of the Ontario Franchise Sector Working Team, was instrumental in the creation of Ontario’s franchise legislation. Among his many publications is Canadian Franchise Legislation published by Butterworths/LexisNexis. Mr. Levitt can be reached at 416.646.3842 or nlevitt@dickinsonwright.com.

TERENCE CROHN, CPA, CA, CBV Terence Crohn is a Manager with Fuller Landau’s Valuations practice. He focuses on business valuations and litigation support services, as well as investigative and forensic accounting. Terence can be reached at 416.645.6544 or by email at tcrohn@fullerllp.com.


ROAD TO SUCCESS HOW FAMILY VALUES HAVE KEPT A FOOD AND BEVERAGE BUSINESS SUCCESSFUL THROUGH THREE GENERATIONS My grandfather said in 1976: “Success depends on vision, on meticulous attention to detail and how well you look after your employees and customers.” We’ve had a relationship with our core coffee customer since 1938, and have a 32-year relationship with another large customer. We have a 47-year employee and many others with long tenure. It is important to do the right things for your employees and customers. It’s what my grandfather said: “Pass a piece of bread to someone and it will always come back to you buttered.”

Morrison Lamothe (www.morrisonlamothe.com) is a third generation independent Canadian food and beverage processor. It began in 1933 supplying fresh bread. By the 1960s, it grew into the largest bakery in Ottawa. Since then, the company diversified into frozen food manufacturing, and today it produces frozen pies and pastries for large food brands. Morrison Lamothe expanded into the coffee business in 2007 by acquiring Club Coffee (www.clubcoffee.ca) from Nestlé. Within seven years, Club Coffee has grown into the largest roaster, contract manufacturer and distributor of packaged coffees through partnerships with Canada’s largest coffee retailers. John Morrison Pigott, President and CEO of Morrison Lamothe, started working in the family business in 1971 when he was a student. Pigott shares how the company’s family values and its excellent customer service are the core strengths and differentiators of this successful business. FULLER LANDAU: To what does Morrison Lamothe credit its longevity? JOHN PIGOTT: We’ve changed our business and products over time, but we never change our values. Our customer relationships are handshakes. It’s about our word, and doing the right thing; a philosophy that is actually a point of difference in today’s environment. 8

FOOD AND BEVERAGE NEWSLETTER FALL/WINTER 2014

FULLER LANDAU: You manufacture and distribute packaged coffee products for many large retailers. How do you approach these partnerships? JOHN PIGOTT: A successful partnership requires three critical things: 1. You must have a common goal with your partner. 2. It must be a win-win situation, otherwise it becomes a slippery slope. 3. You must build trust, and that comes from keeping your word. FULLER LANDAU: How do you stay profitable and maintain company values in a competitive industry? JOHN PIGOTT: We innovate, we partner and we deliver with passion. “We” is the most common word. If someone asks what has changed over the three generations at Morrison Lamothe or Club Coffee, I say our products have changed, however, our values have not changed. We ventured from a bakery into the frozen food business years ago. Our business model might vary, but taking good care of our customers has been a key focus since the 1930s. We are still an old fashioned, principle-based business. It’s a common sense business and it’s not fancy... You have to deliver on what you say and you have to do it with passion.


FULLER LANDAU: What do you credit your recent success with Club Coffee? JOHN PIGOTT: With Club Coffee, we found a market opportunity and jumped on it. We use the Gretzky expression a lot (“Skate where the puck is going, not where it’s been”). We’re always looking to “do a Gretzky” like what we did in single serve. We could see the market for single serve coffee was growing. Three years ago, it was just 5% of coffee consumed at home; today it’s over 40%. We started with one production machine and today we have several machines running at capacity. FULLER LANDAU: How much does process play a role in the success of your companies?

FULLER LANDAU: If someone approached you and said they were considering launching a business in the food and beverage industry, what would you tell them? JOHN PIGOTT: I would tell them to go for it, because if you don’t, then you’re going to miss every shot you don’t go for. I think that’s another Gretzky quote. At some point, you can’t sit at your desk anymore. You have to chase it. Don’t analyze it to death. Hire good people too. My grandfather said: “There are two ways to manage people: you can climb all over them, or hire good people that will push you over the top.” I like the latter approach. Get really good people to work with you, focus on the customer, keep the food safe and never give up.

JOHN PIGOTT: We are more process driven than it may appear. The majority of our Directors, Vice-Presidents and C-level executives have worked in Fortune 100 companies and they have introduced processes in our companies. But, it’s possible for us to change direction overnight. For example, back in 2007 we had no intention of entering into the coffee business, and yet we purchased Club Coffee and we were in the business just 180 days later. We evaluate opportunities and determine if they are good investments. FOOD AND BEVERAGE NEWSLETTER FALL/WINTER 2014

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FAST FACTS, TRENDS AND RECENT TRANSACTIONS

(AS AT SEPTEMBER 30, 2014) Enterprise value/EBITDA multiples of selected food manufacturers, distributors, grocery and super centres ranged from 8.4 to 22.6 with a median of 12.0 as at September 30, 2014. Selected Food Manufacturers, Distributors, Grocery and Super Centres

Industry Classification

Last 12 Months Revenue (Millions)*

Enterprise Value (Millions)*

Loblaw Companies Limited (TSX:L)

Grocery Stores (Primary)

35,248.0

35,702.1

CAD

22.6

Alimentation Couche-Tard Inc. (TSX:ATD.B)

Grocery Stores (Primary)

41,064.8

22,441.0

CAD

12.7

Saputo, Inc. (TSX:SAP)

Food Products (Primary)

9,680.2

14,355.4

CAD

13.7

Empire Company Limited (TSX:EMP.A)

Grocery Stores (Primary)

22,680.4

10,022.2

CAD

8.8

Metro Inc. (TSX:MRU)

Grocery Stores (Primary)

11,492.1

7,407.8

CAD

8.8

Maple Leaf Foods Inc. (TSX:MFI)

Food Products (Primary)

4,501.0

2,184.2

CAD

15.9

Lassonde Industries Inc. (TSX:LAS.A)

Food Products (Primary)

1,057.7

1,139.7

CAD

9.6

High Liner Foods Inc. (TSX:HLF)

Food Products (Primary)

1,073.1

998.5

CAD

11.3

Premium Brands Holdings Corporation (TSX:PBH)

Food Products (Primary)

1,153.8

904.8

CAD

12.9

SunOpta Inc. (TSX:SOY)

Food Products (Primary)

1,339.9

1,103.4

CAD

15.5

Clearwater Seafoods Incorporated (TSX:CLR)

Food Products (Primary)

416.2

838.6

CAD

9.9

Whole Foods Market, Inc (NasdaqGS:WFM)**

Food Retail

13,914.0

13,033.0

USD

10.0

Costco Wholesale Corporation (NasdaqGS:COST)**

Hypermarkets and Super Centers

112,640.0

52,839.3

USD

12.9

Wal-Mart Stores Inc. (NYSE:WMT)**

Hypermarkets and Super Centers

480,479.0

299,529.6

USD

8.4

Median *Source: Capital IQ

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FOOD AND BEVERAGE NEWSLETTER FALL/WINTER 2014

EV/ EBITDA*

12.0 **U.S. Public Company


SELECTED CANADIAN TRANSACTIONS

Announced Date

Target/Issuer

Total Transaction Value ($ millions)

October 15, 2014

Hewitt’s Dairy Limited

Not disclosed

August 26, 2014

Tim Hortons Inc. (TSX:THI) 14,645.0 CAD

Burger King Worldwide, Inc. (NYSE:BKW)

Scout Capital Management, L.L.C.

August 20, 2014

McCain Foods Limited, North America Frozen Pizza Business

Not disclosed

Dr. Oetker GmbH

McCain Foods Limited

July 28, 2014

M&M Meat Shops Ltd.

Not disclosed

Searchlight Capital Partners

M&M Meat Shops Ltd.

Buyers/Investors

Sellers

Gay Lea Foods Cooperative Ltd.

Hewitt’s Dairy Limited

July 4, 2014

Apple & Eve, LLC

157.3 CAD

Lassonde Industries Inc. (TSX:LAS.A)

ClearLight Partners LLC; Ares Capital Corporation (NasdaqGS:ARCC); US Juice Partners, LLC; Ares Capital Management LLC

July 3, 2014

Blu-Dot Beverage Company Inc.

2.05 CAD

Niagara Ventures Corporation (TSXV:NIA.P)

Blu-Dot Beverage Company Inc.

June 23, 2014

Great Sandhills Terminal Ltd.

26.2 CAD

Canadian Wheat Board

Great Sandhills Terminal Ltd.

June 17, 2014

Première Moisson Inc.

Not disclosed

Metro Inc. (TSX:MRU)

Première Moisson Inc.

170.0 CAD

Treehouse Foods, Inc. (NYSE:THS)

Whitecap Venture Partners; Whitecastle Investments Limited; Whitecastle Private Equity Partners, LP

170.0 USD

Archer-Daniels-Midland Company (NYSE:ADM)

Goldner Hawn Johnson & Morrison Inc.

195.0 USD

The WhiteWave Foods Company Wasserstein & Co., LP (NYSE:WWAV)

April 21, 2014

PFF Capital Group Inc.

SELECTED US TRANSACTIONS October 13, 2014

Specialty Commodities Inc.

September 17, 2014 Turtle Mountain, LLC September 10, 2014

Windsor Quality Food Company, Ltd

800.0 USD

Ajinomoto North America, Inc.

Windsor Quality Food Company, Ltd

September 8, 2014

Annie’s, Inc. (NYSE:BNNY)

823.0 USD

General Mills, Inc. (NYSE:GIS)

TimesSquare Capital Management, LLC

August 11, 2014

Chiquita Brands International Inc. (NYSE:CQB)

1,294.6 USD

Sucocitrico Cutrale Ltda; Banco Safra S.A., Investment Arm

BlackRock, Inc. (NYSE:BLK); Skagen AS; Pentwater Capital Management LP

May 29, 2014

The Hillshire Brands Company

8,932.1 USD

Tyson Foods, Inc. (NYSE:TSN)

Soros Fund Management LLC; York Capital Management

May 7, 2014

Baptista’s Bakery, Inc.

195.0 USD

Snyder’s-Lance, Inc. (NasdaqGS:LNCE)

Baptista’s Bakery, Inc.

May 7, 2014

S-L Snacks Private Brands, LLC and Tamming Foods Ltd.

430.0 USD

Shearer’s Foods, Inc.; Nalley’s Canada Limited

Lanhold Investments, Inc.; S-L Snacks National, LLC

FOOD AND BEVERAGE NEWSLETTER FALL/WINTER 2014

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QUESTIONS? COMMENTS? Please contact our Marketing Director: MARLA CHANG 416-645-6572 mchang@fullerllp.com

OUR FOOD & BEVERAGE TEAM JONAS COHEN 416-645-6574 jcohen@fullerllp.com DAVID FILICE 416-645-6506 dfilice@fullerllp.com WAYNE GELB 416-645-6546 wgelb@fullerllp.com

OUR FOOD & BEVERAGE PRACTICE Fuller Landau LLP is a leading mid-sized accounting, tax and advisory firm. We are committed to helping owner-managers and entrepreneurs build value and grow their business. We are uniquely positioned to do just that because, as business advisors and entrepreneurs ourselves, we know first-hand what it takes to meet those challenges and succeed in any business environment. We know that being in business within the food & beverage industry presents a unique set of challenges: customers’ tastes and needs are constantly changing, margins are under pressure, and inventory and logistics need to be managed effectively.

GORDON JESSUP 416-645-6508 gjessup@fullerllp.com BRUCE ROHER 416-645-6526 broher@fullerllp.com

FULLER LANDAU LLP 151 Bloor Street West 12th Floor Toronto, Ontario Canada M5S 1S4 www.fullerllp.com


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