Deal Maker of the Year Awards 2012 WINNER - Netherlands

DEAL: Gilde Equity Management Benelux acquires Pre Pain & Smithuis from Neon Private Equity

NAME: Jeroen van den Heuvel COMPANY: Rabobank International POSITION: Executive Director ADDRESS: Croeselaan 28, 3521 CB Utrecht TEL: +31 30 712 4553 MOBILE: +31 6 22909713 EMAIL: jeroen.van.den.heuvel@rabobank.com

BIO:

Jeroen van den Heuvel joined Rabobank in 1998 in the Equity Capital Markets department. In 2000, Mr. Van den Heuvel joined the Rabobank M&A department and he has been covering the Food & Agri sector since 2002. In 2007, Mr. Van den Heuvel was appointed as Head of the European Food & Agri M&A pool and as an Executive Director he is responsible for the European value-added processed food, bakery and confectionery sectors. Prior to joining Rabobank, Mr. Van den Heuvel worked at Citigate First Financial.

Mr. Van den Heuvel has extensive experience in cross border M&A transactions having advised a wide range of clients in the Food & Agri industries all over Europe.

Selected relevant transactions include: • Sale of Artiach by Panrico/Oaktree to Nutrexpa and Lotus Bakeries (2012)

• Sale of Cêla Víta by Bieze Food Group to McCain Foods (2012)

• EUR 115m sale of EuroDough by Sara Lee International to Sagard Private Equity (2012)

• Sale of Salad Signature by Gilde Equity Management to AAC Capital Partners (2012)

• Sale of Smithuis-PréPain by NEON to Gilde Equity Management (2012)

• Sale of the consumer chocolate activities of Barry Callebaut in Dijon to Chocolaterie de Bourgogne (2012)

• EUR 115m sale of Bimbo Spain by Sara Lee International to Grupo Bimbo (2011)

• Sale of the European Consumer division (Stollwerck) by Barry Callebaut to Baronie Groep (2011)

• Sale of Tangerine Confectionery. by Growth Capital Partners to Blackstone (2011)

• USD 510m acquisition of Best Brands Corporation by CSM (2010)

• Acquisition of Agros Nova by IK Investment Partners (2010)

• EUR 28m acquisition of Uniq Northern- Europe by Homann Feinkost from Uniq (2010)

60 www.finance-monthly.com DEAL OVERVIEW:

The transaction encompassed the sale of Pré Pain and Bakkerij Smithuis (Pré Pain/ Smithuis), to Gilde Equity Management (Gilde). Pré Pain/Smithuis – owned by NEON Private Equity (NEON) since 2008 – is a leading provider of frozen bakery products to retailers and the foodservice industry in The Netherlands, Germany and UK with sales of EUR 75m. Following the acquisition of Pré Pain/Smithuis, NEON successfully expanded the company’s operations both domestically and internationally. Significant investments in capacity, reliability and flexibility of production were made. In Q1 2012, Rabobank was appointed by NEON as their exclusive M&A advisor with the assignment to advise them on the intended sale of the company. The market environment in 2012 was challenging and we decided to perform a prolonged and intensive pre-marketing during May / June in order to assess the real level of interest from potential buyers for Pré Pain/Smithuis. After the pre-marketing, a targeted auction process was envisaged to start after the Summer period. However, when Gilde approached us with an attractive pre- emptive bid mid-Summer, we advised NEON to use the remainder of the Summer period to see if they could get to a signed transaction before the start of the auction process. Together with Gilde we set a strict framework of weekly milestones to be reached in terms of due diligence, management agreement, SPA and financing. As such, in a period of 6 weeks, Gilde and NEON were able sign the SPA in the first week of September which enabled us to announce a transaction rather than starting

an auction process. Getting a transaction done in such short period was attributable to the dedication of buyer, seller, management and all advisors involved during the holiday periods. It also helped that Rabobank had been involved early on in terms of potential buyer financing and Gilde used this Rabobank financing package in their final capital structure for the transaction.

For 2013 an active M&A market is expected in the European food, beverages and agri sector

For 2013 an active M&A market is expected in the European food, beverages and agri sector, driven by corporates with strong balance sheets using M&A as a means to pursue growth in the current weak economic environment. In addition, some exits are expected by financial sponsors and as new funds have been raised recently and for certain transactions we expect a decent level of acquisitions by financial sponsors.