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Health & Nutrition Industry 2010 Census
                                                         Trends in Mergers and Acquisitions




                                                                                Marco V. Galante, Principal
                                                                                 Marco V. Galante, Principal
                                                                                J.H. Chapman Group, L.L.C.
                                                                                J.H. Chapman Group, L.L.C.
                                                                                       773-693-4800
                                                                                       773-693-4800
                                                                                 mgalante@jhchapman.com
                                                                                 mgalante@jhchapman.com



                                                                                 ©2011 J.H. Chapman Group, L.L.C.
This document contains proprietary and confidential information of J.H. Chapman Group and may not be distributed or discussed beyond the original recipient without permission from the J.H. Chapman Group.
Contents


                     Objective of Census . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                     3
                     Executive Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                       4
                     Sub-Segment Analysis and Commentary                                         ....................................                                               10
                                 Healthy, natural, organic, functional foods and beverages . . . . . . . . . . . . . . . . . .                                                       12
                                 Health and nutrition ingredients suppliers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                              22
                                 Contract manufacturers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                  27
                                 Branded nutritional supplements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                         30
                                 OTC and natural personal care products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                            35
                                 Licensing and joint ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                    37
                                 Retailers and distributors of these products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                            45
                                 Conventional ingredients suppliers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                          48
                     Recent Financings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                 57
                     J.H. Chapman Group, L.L.C. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                          67

                     J.H. Chapman Group, L.L.C. makes no representation as to the accuracy and completeness of the information provided.
                                            The information in this presentation is obtained from various public sources.
                                    In the listings of Acquirers and Targets, the columns are blank if amounts are unavailable.
                 Please do not reproduce it for third parties, but notify us of others who would like to receive it and we will contact them directly.
                                                                                 ©2011 J.H. Chapman Group, L.L.C.
                                                                                                                                                                                                      2
This document contains proprietary and confidential information of J.H. Chapman Group and may not be distributed or discussed beyond the original recipient without permission from the J.H. Chapman Group.
Objective of Census



           Provide for market participants a Census of M&A activity and
           trends in the sub-segment of their industry, within the $5 million to
           $100 million transaction value range.


           Identify, where applicable, future trends that are likely to have an
           influence on transaction activity and valuations.




                                                                                 ©2011 J.H. Chapman Group, L.L.C.
                                                                                                                                                                                                      3
This document contains proprietary and confidential information of J.H. Chapman Group and may not be distributed or discussed beyond the original recipient without permission from the J.H. Chapman Group.
Executive Summary

M&A Transactions                                                                                        on strategic transactions supporting acquirers’ core
                                                                                                        directions not just for growth, but also to increase
Within the total of the food industry, 2010 M&A trans-                                                  their product and application offering and to expand
actions increased by 20% over the previous year, with                                                   their share of the market. Many larger companies
the “Food Processor” category providing the single                                                      (such as Elan Nutrition, Garden of Life, Tree of
largest increase and more dairy activity than usual.                                                    Life, Balance Bar, and Airborne) acquired small to
Transactions were buoyed by acquisitions such as                                                        medium sized companies.
Kraft’s winning battle to acquire Cadbury and NBTY’s                                                    In the health and nutrition category, there were a
acquisition by Carlyle. Overall, corporate strategics                                                   total of 87 transactions in 2010 (excluding
and financial sponsors continued to be active.                                                          licensing, joint ventures, financing, retail and
The Monday, January 10, 2011 announcement of                                                            distribution), an increase of 72% over 2009 and a
DuPont’s acquisition of Danisco, for a transaction                                                      substantial increase of 23% over the peak of 2006.
value of $6.3 billion, may be a sign that the multi-                                                    The organic/natural food and beverage sector was
billion M&A activity that has taken place in the                                                        the largest contributor, at 48% of the total, followed
nutritional ingredients market over the last several                                                    by health and nutrition ingredients suppliers at
months is continuing in 2011.                                                                           20%.

The subsequent information provides a synopsis of                                                       There is a significant resurgence of licensing and
M&A activity in the health and nutrition sector,                                                        joint ventures. Although lower than 2009, this trend
followed by the statistics for each identified segment.                                                 is a strong indicator of continuing alternative
                                                                                                        strategic options for companies seeking growth.
    Health and Nutrition
                                                                                                        Organic and Functional Food & Beverage
    A distinct rebound in M&A took place in 2010,
    with most transactions in the natural, organic and                                                  This category continues to be the largest M&A
    functional foods sectors of the industry. Focus was                                                 contributor accounting for 48% of the transactions,

                                                                                 ©2011 J.H. Chapman Group, L.L.C.
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This document contains proprietary and confidential information of J.H. Chapman Group and may not be distributed or discussed beyond the original recipient without permission from the J.H. Chapman Group.
Executive Summary (cont’d)

       with an increase of 46% above 2009 and the                                                                Financing
       highest number of transactions since 2006.
                                                                                                                 There has been some recent easing of the capital
       Health and Nutrition Ingredients Suppliers                                                                markets, and 2010 financings (47) compare to
                                                                                                                 2009 (44). More bank credit is becoming
       As the second largest transaction contributor, this                                                       available at attractive interest rates.
       category was 142% higher than in 2009, and
       almost on par with the average annual number of                                                  Economic and Market Environment in 2010
       transactions during 2006 through 2008.
                                                                                                                 The U.S. Economy
       Branded Nutritional Supplements
                                                                                                                 The year 2010 began and ended well! Despite
       Transactions in 2010 were 85% higher than in                                                              certain volatility, growth in financial markets
       2009, and the 2010 total was almost equivalent to                                                         exceeded expectations at the beginning of the
       the average transaction numbers during 2006                                                               year, then the economy relapsed in mid-year, but
       through 2008.                                                                                             substantially recovered by year-end with stronger-
                                                                                                                 than-expected growth for the year as a whole.
       Licensing & Joint Ventures
                                                                                                                 While the recovery now in progress is not yet
       The second half of 2010 saw a significant                                                                 much cause for cheer, the country enters 2011
       resurgence of licensing and joint ventures – a total                                                      with an improved economic and financial
       of 40 transactions. Although 23% lower than the                                                           situation despite continuing weak consumer
       52 in 2009, this is a continuing strong indicator                                                         confidence, the housing trouble spot and
       that companies seeking growth are pursuing                                                                unemployment continuing at a rate of 9.8%.
       means in addition to traditional M&A.




                                                                                 ©2011 J.H. Chapman Group, L.L.C.
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This document contains proprietary and confidential information of J.H. Chapman Group and may not be distributed or discussed beyond the original recipient without permission from the J.H. Chapman Group.
Executive Summary (cont’d)

       A significant factor against this backdrop is that                                                        cash reserves and strong balance sheets, better
       food manufacturers are facing considerable and                                                            availability of credit at attractive rates and
       increasing pressure from rising commodity prices,                                                         potentially lower valuations.
       which are making an impact on margins that are
       being squeezed as consumers continue to resist                                                            Acquirers are focused on strategic transactions
       price increases.                                                                                          that support their core directions and are likely to
                                                                                                                 produce measurably improved results.
       North American M&A Activity
                                                                                                                 Acquisitions are expected to build the “bottom
       M&A and investment activity is on the upswing                                                             line” with a good return on the invested capital.
       as evidenced by the return of the large strategic                                                         Examples include:
       acquirers that, having experienced low organic                                                              • Brazil – JBS’ acquisition of Pilgrim’s Pride,
       growth due to the recessionary environment, are                                                                 and Mafrig Food’s acquisition of Keystone,
       pursuing acquisitions aimed at bolstering low                                                                   the largest privately held meat products
       growth rates. With rebounding stock prices and                                                                  company.
       substantial cash reserves, those strategics                                                                 • Mexico – Group Bimbo’s acquisition of
       consummated a large number of transactions.                                                                     Sara Lee’s bakery operation, and Sigma
       Kraft’s acquisition of Cadbury and Pepsico’s                                                                    Alimentos’ purchase of Bar S Foods.
       purchase of Russian dairy, baby food and juice
       processor Wimm-Bill-Dan are but two examples.                                                               • Europe – Ebro’s sale of its dairy business to
                                                                                                                       Lactalis, and Arla’s merger with German
       Global M&A Activity                                                                                             Hausa-Milch.
       Cross-border M&A soared in 2010 and will be a                                                             A strong indicator of heightening activity in 2011
       major activity again in 2011. Forces fostering the                                                        is the interest expressed in PAI Partners’ stake in
       surge include leaner enterprises with substantial


                                                                                 ©2011 J.H. Chapman Group, L.L.C.
                                                                                                                                                                                                      6
This document contains proprietary and confidential information of J.H. Chapman Group and may not be distributed or discussed beyond the original recipient without permission from the J.H. Chapman Group.
Executive Summary (cont’d)

       Yoplait, evidenced by ongoing bids by Lactalis,                                                           Private Equity Groups (PEGs)
       Nestle, General Mills, Pepsico and others.
                                                                                                                 Current financing terms at low interest rates make
       Emerging Markets                                                                                          for challenging investing, even in a slow growth
                                                                                                                 environment. Capital is still restrictive, but
       U.S. companies appear to be the most popular                                                              available for transactions where borrowers have
       market suitors for emerging market bidders                                                                demonstrated outstanding fundamentals,
       including China. In turn, U.S. companies are                                                              consistent earnings, a capital structure that does
       seeking to expand their global presence,                                                                  not over-leverage the company and a meaningful
       particularly in India, while Indian midmarket to                                                          amount of equity.
       large size companies are leveraging their financial
       strength to aggressively access overseas markets.                                                         With tempered market growth and minimum
                                                                                                                 equity contributions in excess of 40%, it will
       Examples of Indian M&A activity in the U.S.                                                               become difficult to expect annual investment
       include:                                                                                                  returns above 20% at “reasonable” purchase
         • Cambrex Corporation’s acquisition of                                                                  prices. Hence PEGs’ increased holding period the
             Genera Pharmaceuticals for $20 million                                                              past few years because of their inability to exit
         • Norwest Venture’s investment in Tutor                                                                 investments.
             Vista
                                                                                                                 These points notwithstanding, PEGs were very
         • Zensar Technologies’ $66 million acquisi-                                                             active as buyers and sellers alike in 2010 where
             tion of Akibia                                                                                      the B2B products and services industry sector
         • Dr. Reddy’s acquisition of                                                                            accounted for approximately one-third of their
             GlaxoSmithkline’s U.S. oral penicillin                                                              total transactions, with B2C products and services
             facility and product portfolio                                                                      providing the largest increase.
         • Dabur India’s $100 million acquisition of
                                                                                                                 Data for 2010 shows renewed interest in large
             U.S.-based Namaste Laboratories and its
                                                                                                                 transactions, including those made possible by
             three subsidiaries.
                                                                                 ©2011 J.H. Chapman Group, L.L.C.
                                                                                                                                                                                                      7
This document contains proprietary and confidential information of J.H. Chapman Group and may not be distributed or discussed beyond the original recipient without permission from the J.H. Chapman Group.
Executive Summary (cont’d)

       increased availability of debt and a build-up of                                                          vegetables have increased, albeit at a much lower
       capital in PE investor funds. Equally, PE investors                                                       rate, than that of other commodities.
       have displayed a larger appetite for the Food and
       Beverage Industry sector than in prior years.                                                             Food Safety
       Active investors have included KPS Capital                                                                The recently legislated food safety measures will
       Partners, Wind Point Partners, Catterton Partners                                                         have an impact on the operation of food
       and Mistral Equity Partners.                                                                              processors and distributors, with consequences on
       Raw Materials and Food Prices                                                                             the bottom line.

       Climate change, mixed harvest results, rising                                                    Market Trends and the Consumer
       populations and scarcity of arable land are just a                                                        All-Natural Food and Beverage
       few factors that will continue to impact the costs
       of raw materials, placing increasing price                                                                In addition to consumers’ growing use of products
       pressures on manufacturers and retailers in the                                                           with healthy attributes, they are also seeking a
       years ahead.                                                                                              wider range of products made with all-natural
                                                                                                                 ingredients. A number of major food and beverage
       Given recent historically low food prices, price                                                          manufacturers have indicated that they will offer
       increases need to be viewed on a relative basis.                                                          an increased number of all-natural products. An
       However, consumers are paying up to 55% more                                                              indicator of this trend is PepsiCo’s recent
       for some basic items than three years ago. Corn                                                           announcement that in 2011, 50% of their Frito-
       prices have increased 45% in the last three                                                               Lay products will be made from all-natural
       months. Soybeans, coffee, cocoa and others have                                                           ingredients.
       also increased substantially. While there is
       volatility, the global trend is definitely upward.                                                        Other Trends Include:
                                                                                                                 Snacks are becoming more functional, giving
       On a year-over-year basis, prices of staples such
                                                                                                                 snacks a nutritional edge.
       as bread, eggs, meat and even fruits and
                                                                                 ©2011 J.H. Chapman Group, L.L.C.
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This document contains proprietary and confidential information of J.H. Chapman Group and may not be distributed or discussed beyond the original recipient without permission from the J.H. Chapman Group.
Executive Summary (cont’d)

       Gluten-free is being viewed by the consumer as a                                                          consumers attempt to adopt behaviors that
       healthy alternative.                                                                                      improve their health and avoid diseases.
       Non-GMO is set to become the hot new label.
                                                                                                                 Given the growing role and importance of
       The Consumer                                                                                              nutraceuticals, it is likely that an increased
                                                                                                                 number of pharmaceutical companies will become
       Economic-driven necessities have impacted                                                                 participants in the functional ingredients sector,
       consumers’ behavior and forced “adaptability,”                                                            driven by the convergence of food and pharma for
       creating behavior changes that are likely to remain                                                       personalized health and nutrition.
       for the foreseeable future – by and large
       consumers now think defensively. Their choices                                                            In keeping with these developments, Nestle has
       will be different and driven by “sales,” special                                                          passed on some of the bigger food industry trans-
       offers, promotions and discounts, and not                                                                 actions to specifically invest in its own nutrition
       necessarily just by brands or store choice.                                                               unit with the singular objective of becoming the
                                                                                                                 leader in health science and nutrition.
       People are working beyond retirement – either
       due to financial need or because they have                                                                This trend is further reinforced in Europe by the
       become accustomed to a particular lifestyle.                                                              EIB’s (European Investment Bank) financing to
                                                                                                                 Danisco and Novozyme to support research,
       Current unemployment rates notwithstanding,                                                               development and innovation in the area of enzyme
       continuing and increased penetration of automated                                                         applications and other health-focused ingredients.
       technology will inevitably replace workers – for
       better or worse. Consequently, 2011 may see
       certain jobs permanently displaced by technology.
       The market for healthy/functional foods and
       dietary supplements will see significant growth as

                                                                                 ©2011 J.H. Chapman Group, L.L.C.
                                                                                                                                                                                                      9
This document contains proprietary and confidential information of J.H. Chapman Group and may not be distributed or discussed beyond the original recipient without permission from the J.H. Chapman Group.
Sub-Segment Analysis and Commentary


  Health & Nutrition focuses on those “sub-segments” at the intersection of the
  giant healthcare, personal care and food industries.



                                                                                                     Personal Care

                                                                                                                 Natural
                                                                                                              Personal Care

                            Healthcare                                                                Nutritional
                                                                                                     Supplements

                                                                                                          Ingredients Suppliers
                                                                                                                     Functional
                                                                                      OTC
                                                                                                                       Foods


                                                                                                                              Natural and                Food
                                                   Pharmaceuticals                                                           Organic Foods




                                                                                 ©2011 J.H. Chapman Group, L.L.C.
                                                                                                                                                                                                     10
This document contains proprietary and confidential information of J.H. Chapman Group and may not be distributed or discussed beyond the original recipient without permission from the J.H. Chapman Group.
Sub-Segment Analysis and Commentary
                                                  Number of Transactions



                                                                               Number of Transactions
        Segme nt                                                                                                2006              2007              2008              2009               2010


        Healthy, Natural, Organic and Functional Foods and Beverages                                               25                22                24                29                  42
        Health and Nutrition Ingredients Suppliers                                                                 21                20                17                  7                 17
        Contract Manufacturers                                                                                      3                 2                 4                 3                    7
        Branded Nutritional Supplements                                                                            14                12                14                 7                  13
        OTC & Natural Personal Care Products                                                                        7                 6                 2                 5                    8
        Total                                                                                                      70                62                61                51                  87


        Licensing and Joint Ventures (Started in 2008)                                                           NA                NA                  21                52                  42
        Retailers and Distribution                                                                                 13                12                 6                 2                    8
        Financings                                                                                                 25                19                23                44                  47




                                                                                 ©2011 J.H. Chapman Group, L.L.C.
                                                                                                                                                                                                     11
This document contains proprietary and confidential information of J.H. Chapman Group and may not be distributed or discussed beyond the original recipient without permission from the J.H. Chapman Group.
Sub-Segment Analysis
               Healthy, Natural, Organic, Functional Foods and Beverages

Dairy and Probiotic transactions dominate second half of 2010




                                                                                 ©2011 J.H. Chapman Group, L.L.C.
                                                                                                                                                                                                     12
This document contains proprietary and confidential information of J.H. Chapman Group and may not be distributed or discussed beyond the original recipient without permission from the J.H. Chapman Group.
Sub-Segment Analysis
               Healthy, Natural, Organic, Functional Foods and Beverages

  Dairy and Probiotic transactions dominate second half of 2010
  French conglomerate Groupe Danone acquired 51% of ProViva, a Swedish probiotic digestive health brand.
  ProViva has sales in excess of $50 million. In addition to its equity participation, Danone secured a 10-year
  global license agreement with the inventors. Eyeing the frozen yogurt market, Danone announced their
  acquisition of one of the leading frozen yogurt manufacturers, YoCream for approximately $103 million.

  The Hain Celestial Group entered the yogurt market with their acquisition of 3 Greek Gods, makers of
  authentic Greek-style products. With sales of approximately $10 million in 2009, 3 Greek Gods’ yogurt is
  thicker and creamier than standard yogurt and fits squarely into Hain’s portfolio of natural and ethnic brands.

  Acquired by Dean Foods in 1999, UK-based Rachel’s Yogurt, was sold to French dairy producer Groupe
  Lactalis in August 2010. Established in 1966, Rachel’s is a premium brand and the second largest organic
  dairy brand in the UK.

  In their second divestiture in 6 months, Dean Foods sold Mountain High Yogurt business and Mountain
  High brands to General Mills. Mountain High will become part of General Mills’ Yoplait USA division and
  continue to operate under the Mountain High name.

  Yoplait acquired Canadian-based yogurt-maker, Liberte from Swander Pace Capital, Roynat Capital and the
  management team. Liberte is Canada’s leading natural and organic yogurt brand.

  Goat cheese company, Cypress Grove Chevre (based in Arcata, CA) was acquired by Emmi Holding (USA),
  Inc. a division of Emmi, founded as a dairy owned cooperative in 1907, the largest milk processor in
  Switzerland.
                                                                                 ©2011 J.H. Chapman Group, L.L.C.
                                                                                                                                                                                                     13
This document contains proprietary and confidential information of J.H. Chapman Group and may not be distributed or discussed beyond the original recipient without permission from the J.H. Chapman Group.
Sub-Segment Analysis
               Healthy, Natural, Organic, Functional Foods and Beverages

                                                                                                                                Trans.
                                                                                                                                                Sales        Multiple of       EBITDA        Multiple of
 2010                           Acquirer                                                  Target                                Value
                                                                                                                                               (US $M)         Sales           (US $M)        EBITDA
                                                                                                                               (US $M)
                                                                   W estern European Sunny Delight juice
  Dec.         Orangina Schweppes
                                                                   drink
  Dec.         Meyer Natural Foods                                 Dakota Beef
  Dec.         High Road Capital Partners                          Panos Brands                                                    22.0
  Dec.         Yoplait                                             Liberté                                                                       175.0
  Dec.         New Image Group                                     Somnaceutics
  Nov.         General Mills                                       Mountain High Yoghurt
  Nov.         W eston Foods                                       Ace Bakery                                                    110.0
  Nov.         Danone                                              YoCream International                                         103.0
  Nov.         Umami Sustainable Seafood                           Baja Aqua Farms
 Sept.         Lactalis                                            Ebro's dairy business
  Aug.         Emmi                                                Cypress Grove Chèvre                                                            10.0
  Aug.         Usana Health Sciences                               BabyCare Limited                                                62.7            15.0              4.2
  Aug.         Cott Corporation                                    Cliffstar                                                     569.0                                           100.0              5.7
  Aug.         Lactalis                                            Rachel's Yogurt
  Aug.         Lion Capital                                        Picard Surgele                                               1970.0          1440.0               1.4
  Aug.         Nestle                                              Vitaflo                                                                         42.0
  Aug.         SAIF Partners                                       Huiyuan Juice
  Aug.         Danone                                              Proviva                                                                         50.0
  July         Gertrude Hawk Chocolates                            Drew's All Natural
  July         T he Hain Celestial Group                           3 Greek Gods                                                                    10.0
  June         Heart Health                                        Blue Gold Beverages
                                                                                                                                                                Where available, data is b eing provided.


                                                                                 ©2011 J.H. Chapman Group, L.L.C.
                                                                                                                                                                                                     14
This document contains proprietary and confidential information of J.H. Chapman Group and may not be distributed or discussed beyond the original recipient without permission from the J.H. Chapman Group.
Sub-Segment Analysis
               Healthy, Natural, Organic, Functional Foods and Beverages

                                                                                                                                Trans.
 2010                                                                                                                                           Sales        Multiple of       EBITDA        Multiple of
                                Acquirer                                                  Target                                Value
 (Cont'd)                                                                                                                                      (US $M)         Sales           (US $M)        EBITDA
                                                                                                                               (US $M)
  June         Darwin Private Equity                               Plum Baby                                                       15.0            22.0              0.7
  June         Danone                                              Unimilk
  June         Hain Celestial Group                                Churchill Food Products Ltd.
  May          Hearthside Food Solutions                           Golden Temple (Cereal Division)
  May          Coffee Holding Co. Inc.                             Organic Products Trading Company
  May          Hain Celestial Group                                W orld Gourmet
  May          Empire Kosher                                       Kosher Valley
  April        E&A Industries                                      Udi's Healthy Foods
  April        Coca Cola                                           Innocent
  April        China Haisheng Juice Holdings                       Yitian Group
  April        Sweet Tea Leaf                                      Tradewinds Beverage
 March         Mach One                                            W hite Hat Brands
 March         T reeHouse Foods                                    Sturm Foods                                                   660.0           340.0               1.9
 March         Fresh Harvest Products, Inc.                        AC La Rocco Pizza                                                                 1.5
  Feb.         Kore                                                Go All In
  Feb.         North Castle Partners                               Flatout, Inc.
  Feb.         Raisio                                              Glisten                                                         29.7
  Feb.         Diamond Foods                                       Kettle Foods                                                  615.0           250.0               2.5
  Jan.         Malt-O-Meal                                         Farina Mills Brand
  Jan.         Shashi Foods                                        MJ's Fine Foods
                                                                   Specialty Foods India's healthcare nutrition
  Jan.         Nestle India                                                                                                                          6.3
                                                                   business
                                                                                                                                                                Where available, data is b eing provided.


                                                                                 ©2011 J.H. Chapman Group, L.L.C.
                                                                                                                                                                                                     15
This document contains proprietary and confidential information of J.H. Chapman Group and may not be distributed or discussed beyond the original recipient without permission from the J.H. Chapman Group.
Sub-Segment Analysis
               Healthy, Natural, Organic, Functional Foods and Beverages

                                                                                                                                Trans.
                                                                                                                                                Sales        Multiple of       EBITDA        Multiple of
 2009                           Acquirer                                                  Target                                Value
                                                                                                                                               (US $M)         Sales           (US $M)        EBITDA
                                                                                                                               (US $M)
  Dec.         DS Waters                                           Owaters LLC
  Dec.         Attune Foods                                        Uncle Sam and Erewhon brands
  Dec.         Danone                                              Danone Clover
  Nov.         Brynwood Partners VI L.P.                           Balance Bar Company (from Kraft Foods)
  Oct.         Hain Celestial Group                                Infinitea Kombucha
  Oct.         Food Collective                                     Helen's Kitchen and Organic Bistro
 Sept.         Pulmuone                                            Monterey Gourmet Foods
 Sept.         Full Motion Beverage                                Performaxx Brands, Inc (Energize Brand)
  Aug.         Full Motion Beverage                                Mojava
  Aug.         AMI Brands                                          Embodi
  Aug.         Pepsico                                             Amacoco
  Aug.         Foster Farms Dairy                                  Humboldt Creamery
  July         Skinny Nutritional Corp.                            "Skinny" Trademarks
  June         Fresh Harvest Products                              Organic Chef
  June         Renaissance Food Group                              Really Cool Food Company
  June         Beverages Holdings LLC                              Bossa Nova
  June         Dean Foods                                          Alpro                                                         458.0           366.0               1.3
  June         Dinewise                                            Home Bistro
  June         Nutrition Solutions (Atkins)                        Bora Bora
  April        Swander Pace                                        Applegate Farms
                                                                   BAZZA High-Energy Tea trademark from
 March         BYB Brands, Inc.
                                                                   Cooper Tea Company
                                                                                                                                                                Where available, data is b eing provided.



                                                                                 ©2011 J.H. Chapman Group, L.L.C.
                                                                                                                                                                                                     16
This document contains proprietary and confidential information of J.H. Chapman Group and may not be distributed or discussed beyond the original recipient without permission from the J.H. Chapman Group.
Sub-Segment Analysis
               Healthy, Natural, Organic, Functional Foods and Beverages

                                                                                                                                Trans.
2009                                                                                                                                            Sales        Multiple of       EBITDA        Multiple of
                                Acquirer                                                  Target                                Value
 (Cont'd)                                                                                                                                      (US $M)         Sales           (US $M)        EBITDA
                                                                                                                               (US $M)
  Feb.         Andromeda Acquisition Corp.                         Galaxy Nutritional Foods, Inc.                                    6.8           24.8              0.3            1.2             5.7
  Feb.         Lifeway Foods                                       Fresh Made Dairy                                                14.0            10.0              1.4
  Feb.         M&K Acquisitions                                    Gleukos, Inc.
  Feb.         Nest Collective                                     Plum Organics
                                                                   Frucor Beverages Group Ltd (from Groupe
  Feb.         Suntory                                                                                                           775.0           270.0               2.9
                                                                   Danone SA)
  Jan.         Otsuka Pharmaceuticals                              Nutrition & Santé
  Jan.         Hilco Equity Partners                               Niman Ranch                                                     47.8
  Jan.         T ivall (a division of Osem Group)                  Foodtech International                                          20.0
                                                                                                                                                                Where available, data is b eing provided.




                                                                                 ©2011 J.H. Chapman Group, L.L.C.
                                                                                                                                                                                                     17
This document contains proprietary and confidential information of J.H. Chapman Group and may not be distributed or discussed beyond the original recipient without permission from the J.H. Chapman Group.
Sub-Segment Analysis
               Healthy, Natural, Organic, Functional Foods and Beverages

                                                                                                                                Trans.
                                                                                                                                                Sales        Multiple of       EBITDA        Multiple of
 2008                           Acquirer                                                  Target                                Value
                                                                                                                                               (US $M)         Sales           (US $M)        EBITDA
                                                                                                                               (US $M)
  Oct.         Osem Group                                          Tribe Mediterranean Foods                                       57.0            32.0              1.8
  Oct.         Pepsico                                             Spitz International Company
 Sept.         Green Mountain Coffee Roasters                      Tully's                                                         40.0            30.4              1.3
 Sept.         Ian's Natural Foods Inc.                            Healthy Handfuls LLC
  Aug.         Aventura Equities Inc.                              Byers Food Inc.
  Aug.         Promax Nutrition Corp.                              Pure of Holland LLC
  Aug.         SunOpta                                             Pure Nature Organics
  July         W essanen                                           So Good                                                                         11.7
  July         Olympus Partners                                    Ann's House of Nuts Inc.
  July         Campbell Soup Co.                                   Country Gourmet Foods
  June         General Mills                                       Humm Foods
  June         Meyer Natural Angus                                 Coleman Natural Foods
  May          Pepsico                                             V Water
  April        SunOpta                                             Tradin Organics                                                               120.0
  April        T he Hain Celestial Group                           Daily Bread, Ltd.
  April        T SG Consumer Partners                              MonaVie
 March         Nature's Products Inc.                              Champion Nutrition
 March         T he Hain Celestial Group                           MaraNatha and SunSpire Brands                                                   40.0
                                                                   Pilgrim's Pride Corporation (Turkey
 March         T he Hain Celestial Group
                                                                   Operation)
  Feb.         Coca-Cola                                           Honest Tea
                                                                                                                                                                Where available, data is b eing provided.




                                                                                 ©2011 J.H. Chapman Group, L.L.C.
                                                                                                                                                                                                     18
This document contains proprietary and confidential information of J.H. Chapman Group and may not be distributed or discussed beyond the original recipient without permission from the J.H. Chapman Group.
Sub-Segment Analysis
               Healthy, Natural, Organic, Functional Foods and Beverages

                                                                                                                                Trans.
2008                                                                                                                                            Sales        Multiple of       EBITDA        Multiple of
                                Acquirer                                                  Target                                Value
 (Cont'd)                                                                                                                                      (US $M)         Sales           (US $M)        EBITDA
                                                                                                                               (US $M)
  Feb.         Coca-Cola                                           NutriJoy Inc.
  Feb.         Robertet Group                                      Plantes Aromatiques du Diois
                                                                   8th Continent (A General Mills and Dupont
  Feb.         Stremicks Heritage Foods
                                                                   JV)
  Jan.         Meyer Natural Angus                                 Laura's Lean Beef Co.                                         150.0
                                                                                                                                                                Where available, data is b eing provided.




                                                                                 ©2011 J.H. Chapman Group, L.L.C.
                                                                                                                                                                                                     19
This document contains proprietary and confidential information of J.H. Chapman Group and may not be distributed or discussed beyond the original recipient without permission from the J.H. Chapman Group.
Sub-Segment Analysis
               Healthy, Natural, Organic, Functional Foods and Beverages

                                                                                                                                Trans.
                                                                                                                                                Sales        Multiple of       EBITDA        Multiple of
 2007                           Acquirer                                                  Target                                Value
                                                                                                                                               (US $M)         Sales           (US $M)        EBITDA
                                                                                                                               (US $M)
                                                                   W holesome and Hearty Foods Company
  Nov.         Kellogg's
                                                                   (Gardenburger brand)
  Nov.         Kellogg's                                           Bear Naked                                                                      20.0
  Oct.         Amish Naturals                                      Schlabach Amish Wholesale Bakery
  Oct.         Amish Naturals                                      Prima Pasta
  Oct.         Clearlight Partners                                 Apple and Eve
                                                                   Zero Debt Bottling Corp. (a.k.a. 505
  Aug.         Creo Capital Partners
                                                                   Southwestern)
  Aug.         T he Hain Celestial Group                           Plainville T urkey Farm                                                         30.0
  July         ConAgra                                             Alexia Foods                                                                    35.0
  July         Nestle                                              Novartis Medical Nutrition                                   2500.0
                                                                   Vialat (70% of its fresh dairy activity in
  May          Group DANONE
                                                                   Chile)
  May          Clearly Canadian Beverage Corp.                     My Organic Baby                                                   2.5
  May          Coca Cola                                           Glaceau                                                      4100.0           355.0             11.5
  May          T he Hain Celestial Group                           Tofu Business of WhiteWave Foods
 March         Integrated Biopharma                                BevSpec (Syzmo Brand)
  Feb.         Clearly Canadian Beverage Corp.                     DMR Food Corporation
  Feb.         Rich Products                                       GLP Free Manufacturing
               Susquehanna International Group
  Feb.                                                             U.S. Mills
               (SIG) Investments
  Jan.         Coca Cola                                           Fuze Beverage
  Jan.         Catterton Partners                                  CoolBrands Dairy, Inc.
                                                                                                                                                                Where available, data is b eing provided.




                                                                                 ©2011 J.H. Chapman Group, L.L.C.
                                                                                                                                                                                                     20
This document contains proprietary and confidential information of J.H. Chapman Group and may not be distributed or discussed beyond the original recipient without permission from the J.H. Chapman Group.
Sub-Segment Analysis
               Healthy, Natural, Organic, Functional Foods and Beverages

                                                                                                                                Trans.
 2007                                                                                                                                           Sales        Multiple of       EBITDA        Multiple of
                                Acquirer                                                  Target                                Value
 (Cont'd)                                                                                                                                      (US $M)         Sales           (US $M)        EBITDA
                                                                                                                               (US $M)
                                                                   Eskimo Pie, Chipwich brands, Real Fruit
  Jan.         Dreyer's Grand Ice Cream                            trademark and Eskimo Pie foodservice
                                                                   business (Coolbrands)
  Jan.         Health Sciences Group                               Kalahari Tea
  Jan.         ICBS                                                DNA Distribution (maker of GO-JI Plus)
                                                                                                                                                                Where available, data is b eing provided.




                                                                                 ©2011 J.H. Chapman Group, L.L.C.
                                                                                                                                                                                                     21
This document contains proprietary and confidential information of J.H. Chapman Group and may not be distributed or discussed beyond the original recipient without permission from the J.H. Chapman Group.
Sub-Segment Analysis
                                       Health and Nutrition Ingredients Suppliers

  DSM expands its reach in natural products
  After a nearly 2-year hiatus from the health and nutrition sector, DSM returned,
  acquiring two companies in the sector in the last four months of 2010, focusing in on
  higher value nutritional ingredients as opposed to low-margin bulk chemicals. In
  September 2010, DSM acquired Microbia from Ironwood Pharmaceuticals. Microbia
  claims that it has developed a technology platform that enables it to produce high-
  quality, natural carotenoids (including ß-carotene and canthaxanthin), nutritional
  products and other specialty materials and chemicals from renewable resources.

  On the heels of this acquisition, DSM acquired Martek Biosciences for $1.5 billion. With
  $450 million of annual revenue and 600 employees, Martek offers fatty acids and
  nutrition ingredients to companies including baby-formula maker Mead Johnson
  Nutrition Co. and Kellogg Co. The company, in its efforts to move beyond infant
   Omega 3
  nutrition, acquired supplement manufacturer, Amerifit in early 2010.

  Omega 3 companies
  Trygg Pharma AS, a company jointly owned by Aker BioMarine ASA, a Norwegian biotechnology
  company, and Lindsay Goldberg, a New York-based investment fund, acquired all of the shares in
  EPAX AS from Austevoll Seafood ASA. EPAX AS is a leading supplier of concentrated, marine-
  derived omega-3 formulas.

  Expanding beyond protein products and omega-3 fish oil, Omega Protein acquired Cyvex Nutrition,
  suppliers and marketers of premium branded ingredients to dietary supplement manufacturers.
                                                                                 ©2011 J.H. Chapman Group, L.L.C.
                                                                                                                                                                                                     22
This document contains proprietary and confidential information of J.H. Chapman Group and may not be distributed or discussed beyond the original recipient without permission from the J.H. Chapman Group.
Sub-Segment Analysis
                                       Health and Nutrition Ingredients Suppliers

                                                                                                                                Trans.
                                                                                                                                                Sales        Multiple of       EBITDA        Multiple of
 2010                           Acquirer                                                  Target                                Value
                                                                                                                                               (US $M)         Sales           (US $M)        EBITDA
                                                                                                                               (US $M)
  Dec.         DSM                                                 Martek                                                       1087.0           450.0               2.4
  Dec.         Omega Protein                                       Cyvex Nutrition
 Sept.         DSM                                                 Microbia
 Sept.         Solbar                                              Green Planet Farms                                                7.8
                                                                   Martek Biosciences' manufacturing plant in
 Sept.         Alltech                                                                                                             14.0
                                                                   W inchester, KY
  Aug.         T rygg Pharma AS                                    EPAX AS                                                         91.0            51.2              1.8
  July         Marco Hi-Tech                                       Reducol Assets (from Forbes Medi-tech)
  June         Novus International                                 IQF Group
  June         BASF                                                Cognis                                                       3833.0          3215.0               1.2         450.0              8.5
  May          Viterra                                             21st Century Grain Processing                                   90.5
 March         Lallemand Health Ingredients                        Lal’Food
 March         H2 Equity Partners                                  Kirin Agribio Company
                                                                   Nutra Cea (Natural Glo, Satin Finish, and
 March         Manna Pro Products                                                                                                    0.7
                                                                   Max-E-Glo Brands and Trademarks)
 March         Institut Rosell-Lallemand                           DSM (LAFTI range of probiotic strains)
               NutraCea's cereal ingredient
  Feb.                                                             Kerry Group                                                       4.0
               business
                                                                   Albion Laboratories, Inc. (Animal Nutrition
  Feb.         Novus International
                                                                   Division)
  Jan.         Kemin Industries                                    Soda Feed Ingredients
                                                                                                                                                                Where available, data is b eing provided.




                                                                                 ©2011 J.H. Chapman Group, L.L.C.
                                                                                                                                                                                                     23
This document contains proprietary and confidential information of J.H. Chapman Group and may not be distributed or discussed beyond the original recipient without permission from the J.H. Chapman Group.
Sub-Segment Analysis
                                       Health and Nutrition Ingredients Suppliers

                                                                                                                                Trans.
                                                                                                                                                Sales        Multiple of       EBITDA        Multiple of
 2009                           Acquirer                                                  Target                                Value
                                                                                                                                               (US $M)         Sales           (US $M)        EBITDA
                                                                                                                               (US $M)
  Nov.         Symrise (Germany)                                   Futura Labs
  Oct.         Advitech                                            Botaneco
 Sept.         Qualsec                                             Vitamin Spice
  Aug.         Naturex                                             Natraceutical
 March         Burgundy Botanical                                  Cognis' botanicals extract business
  Feb.         Mach One Corporation                                Ceres Organic Harvest                                             8.0           20.0              0.4
  Jan.         Chr. Hansen                                         Urex Biotech
                                                                                                                                                                Where available, data is b eing provided.




                                                                                 ©2011 J.H. Chapman Group, L.L.C.
                                                                                                                                                                                                     24
This document contains proprietary and confidential information of J.H. Chapman Group and may not be distributed or discussed beyond the original recipient without permission from the J.H. Chapman Group.
Sub-Segment Analysis
                                       Health and Nutrition Ingredients Suppliers

                                                                                                                                Trans.
                                                                                                                                                Sales        Multiple of       EBITDA        Multiple of
 2008                           Acquirer                                                  Target                                Value
                                                                                                                                               (US $M)         Sales           (US $M)        EBITDA
                                                                                                                               (US $M)
  Nov.         Biorigin                                            PTX Food Corp.
  Oct.         Danisco                                             GraceLink Ltd. (Glucagel brand)
 Sept.         RFI Ingredients                                     W ilsey and Sons
                                                                   Qufu Shengwang Stevia Biology and
 Sept.         Sunwin International Neutraceuticals
                                                                   Science Company
  Aug.         DSM                                                 Provexis (30% purchased)                                          2.0
  Aug.         Glanbia                                             Optimum Nutrition                                             315.0           185.0               1.7
  July         Besins Healthcare S.A.                              Olympian Labs
  July         Dynova Laboratories                                 SiCap Industries
  July         Rousselot                                           PEPTAN
  June         All American Pharmaceutical                         Laurel Dairy
  May          Premium Ingredients International                   Bulk Pharmaceuticals Inc.
  April        Iranex Group                                        Bio-Serae                                                                       11.0
 March         Cognis                                              InterMed Discovery
 March         NutraCea                                            Irgovel                                                         14.0
  Feb.         Barentz Europe                                      Vitablend Holding
  Jan.         Eurogerm                                            Leag                                                                              5.8
  Jan.         Naturex                                             Berkem's "Actifs Innovants" division                            14.0              5.6             2.5
                                                                                                                                                                Where available, data is b eing provided.




                                                                                 ©2011 J.H. Chapman Group, L.L.C.
                                                                                                                                                                                                     25
This document contains proprietary and confidential information of J.H. Chapman Group and may not be distributed or discussed beyond the original recipient without permission from the J.H. Chapman Group.
Sub-Segment Analysis
                                        Health and Nutrition Ingredients Suppliers

                                                                                                                                Trans.
                                                                                                                                                Sales        Multiple of       EBITDA        Multiple of
 2007                            Acquirer                                                 Target                                Value
                                                                                                                                               (US $M)         Sales           (US $M)        EBITDA
                                                                                                                               (US $M)
  Dec.         Chr. Hansen                                         Medipharm
  Dec.         Natrol, Inc.                                        Plethico Pharmaceuticals Limited                                 81.0
  Dec.         Naturex                                             Chart Corporation
  Nov.         Frutarom                                            RAD Technologies                                                  4.1             1.5             2.7
                                                                   Tat Nisasta (Galam and Tat Nisasta, a Turkish
                                                                   starch, glucose and isoglucose manufacturer, have
  Nov.         Galam
                                                                   formed a partnership to meet the increasing global
                                                                   demand for fructose)
  Oct.         Galam Group                                         Atomer S.L.
  Oct.         Novozymes                                           Biocon's enzyme business                                       115.0             27.0             4.2
                                                                   Pizzey's Milling (Omega 3 ingredient
 Sept.         Glanbia
                                                                   business)
 Sept.         Natraceutical                                       Cevena Bioproducts                                                2.8
  July         Avesthagen                                          Renaissance Herbs
  May          Gadot Biochemical Industries Ltd.                   Pharmline Holding Inc. (85%)                                                     37.0
  May          Lonza                                               S.A.M. Electron Technologies
               First Israeli Turnaround Enterprise
  May                                                              Solbar (51% stake)                                               19.6
               Fund
  May          Naturex                                             HP Botanicals                                                     3.0             3.8             0.8
                                                                   MDB Twello BV (operates under the name
  April        Barentz Europe
                                                                   Fa. L.I. Frank - Fa. Wed. W. Miedendorp)
                                                                   Chinook Group Limited (certain choline
 March         Balchem Corporation
                                                                   chloride business assets)
                                                                   Tempo Canada (expansion of strategic
  Feb.         Lipid Nutrition
                                                                   partnership)
  Feb.         Univar's Czech                                      Ekozym
  Jan.         Naturex                                             Hammer Pharma                                                    13.0            10.1             1.3             1.2           11.2
  Jan.         Polifenoles Naturales                               National Bioscience Corp                                                                                                           26
                                                                                 ©2011 J.H. Chapman Group, L.L.C.
This document contains proprietary and confidential information of J.H. Chapman Group and may not be distributed or discussed beyond the original recipient withoutWhere available, data isChapman Group.
                                                                                                                                                                   permission from the J.H. b eing provided.
Sub-Segment Analysis
                                                                   Contract Manufacturers

        SunOpta returns
        • SunOpta, a producer and distributor of natural food products, acquired Edner of Nevada, a maker of
            fruit snack bars. The fourth quarter of 2010 marks the return of SunOpta as an active acquirer of
            ingredient companies and related business, after a relatively quiet period since the beginning of 2008
            when the company was faced with a class action lawsuit over mis-stated inventories in its berry
            operations.
        Interest in South Africa
        • Netherlands-based Danisco announced their acquisition of Research Solutions, a South African
            company known for their expertise in customized ingredient solutions, particularly in dairy. This
            marks the second transaction in South African’s health and nutrition industry in the last 12 months.
            In December 2009, SunOpta entered into a Joint Venture with Specialized Protein Products, a South
            African-based soymilk/soy powder manufacturer.



                       Edner of Nevada




                                                                                 ©2011 J.H. Chapman Group, L.L.C.
                                                                                                                                                                                                     27
This document contains proprietary and confidential information of J.H. Chapman Group and may not be distributed or discussed beyond the original recipient without permission from the J.H. Chapman Group.
Sub-Segment Analysis
                                                                   Contract Manufacturers

                                                                                                                                Trans.
                                                                                                                                                Sales        Multiple of       EBITDA        Multiple of
 2010                           Acquirer                                                  Target                                Value
                                                                                                                                               (US $M)         Sales           (US $M)        EBITDA
                                                                                                                               (US $M)
  Nov.         SunOpta                                             Edner of Nevada                                                       4              10             0.4
  Nov.         UAS Labs                                            APN Labs
  Aug.         Danisco                                             Research Solutions
  July         National Enzyme Company                             Sora Laboratories
  April        Pharmachem                                          AmeriFill
  April        ConAgra                                             Elan Nutrition
  April        Milk Specialties Global                             Protient’s Dairy Processing Facility


                                                                                                                                Trans.
                                                                                                                                                Sales        Multiple of       EBITDA        Multiple of
 2009                           Acquirer                                                  Target                                Value
                                                                                                                                               (US $M)         Sales           (US $M)        EBITDA
                                                                                                                               (US $M)
  Aug.         Herbalife                                           Micelle Laboratories
                                                                   Acquired two additional gelatin production
  April        CapsCanada
                                                                   facilities
 March         Milk Specialties Global                             Edan Naturals
                                                                                                                                                                Where available, data is b eing provided.




                                                                                 ©2011 J.H. Chapman Group, L.L.C.
                                                                                                                                                                                                     28
This document contains proprietary and confidential information of J.H. Chapman Group and may not be distributed or discussed beyond the original recipient without permission from the J.H. Chapman Group.
Sub-Segment Analysis
                                                                   Contract Manufacturers

                                                                                                                                Trans.
                                                                                                                                                Sales        Multiple of       EBITDA        Multiple of
 2008                           Acquirer                                                  Target                                Value
                                                                                                                                               (US $M)         Sales           (US $M)        EBITDA
                                                                                                                               (US $M)
  Nov.         Joshua Partners LLC                                 Medicia Holdings LLC
               MSC Animal Nutrition (A division of
  Oct.                                                             Manufacturing Facility
               Milk Specialties Global)
  Sep.         Perrigo                                             JB Laboratories                                                 44.0            70.0              0.6
   Jul.        Probio                                              Gelkaps


                                                                                                                                Trans.
                                                                                                                                                Sales        Multiple of       EBITDA        Multiple of
 2007                           Acquirer                                                  Target                                Value
                                                                                                                                               (US $M)         Sales           (US $M)        EBITDA
                                                                                                                               (US $M)
  Jan.         Atrium Biotechnologies Inc.                         AquaCap Pharmaceutical, Inc.                                    21.5                                             3.6             6.0
               T he Qualicaps Group (The Carlyle
  Jan.                                                             Pharmaphil, Inc.
               Group)
                                                                                                                                                                Where available, data is b eing provided.




                                                                                 ©2011 J.H. Chapman Group, L.L.C.
                                                                                                                                                                                                     29
This document contains proprietary and confidential information of J.H. Chapman Group and may not be distributed or discussed beyond the original recipient without permission from the J.H. Chapman Group.
Sub-Segment Analysis
                                                     Branded Nutritional Supplements

  The return of Private Equity Groups (PEGs)
  The Carlyle Group re-entered the health and nutrition sector with its acquisition of NBTY. In 2005, the global
  alternative asset management firm acquired Chinese contract manufacturer Shionogi Qualicaps Group, and
  through that portfolio company acquired Pharmaphil in 2007. NBTY makes nutritional supplements and
  vitamins under the brands Nature’s Bounty, Vitamin World, and others.

  Atkins Nutritionals, a portfolio company of North Castle Partners, was acquired by Roark Capital Group, an
  Atlanta-based private equity firm. Roark has a focus on consumer products, direct marketing and retail. Their
  previous investments include Pet Valu, Seattle’s Best Coffee, Aunt Anne’s and Moe’s Southwest Grille.

  Levine Leichtman Capital Partners (LLCP) announced that it has partnered with management in its acquisition
  of Santa Cruz Nutritionals, a leading manufacturer of gummy-based nutritional products and dietary
  supplements from Swander Pace. Swander Pace acquired Santa Cruz Nutritionals as part of the Harmony Foods
  buyout, and sold the Harmony Foods Retail division to Diamond Foods in 2006. LLCP’s previous consumer and
  retail investments include Quizno’s, Cici’s Pizza and Overhill Farms.




                                                                                 ©2011 J.H. Chapman Group, L.L.C.
                                                                                                                                                                                                     30
This document contains proprietary and confidential information of J.H. Chapman Group and may not be distributed or discussed beyond the original recipient without permission from the J.H. Chapman Group.
Sub-Segment Analysis
                                                   Branded Nutritional Supplements

                                                                                                                                Trans.
                                                                                                                                                Sales        Multiple of       EBITDA        Multiple of
 2010                           Acquirer                                                  Target                                Value
                                                                                                                                               (US $M)         Sales           (US $M)        EBITDA
                                                                                                                               (US $M)
  Dec.         Atkins Nutritionals                                 Roark Capital Group                                                          170.0
  Dec.         Atrium Innovations Inc.                             Minami Nutrition                                                  7.4           6.7             1.1             1.3             5.5
  Dec.         GlaxoSmithKline                                     Maxinutrition Group Holdings                                  250.0            56.0             4.5
  Nov.         Levine Leichtman Capital Partners                   Santa Cruz Nutritionals
                                                                   Cataline LifeSciences (Bariatric
  Aug.         Metagenics
                                                                   Advantage)
   July        Carlyle Group                                       NBTY                                                         4000.0         2600.0              1.5          500.0              8.0
  June         T horne Research                                    Diversified Natural Products
  June         Danone                                              Medical Nutrition                                               62.0           16.0             3.9
   May         Vitacyclix, LLC                                     Freeman Industries
  April        Baird Capital Partners                              New Vitality
 March         Atrium Innovations                                  Trophic Canada                                                  11.0            7.5             1.5
  Jan.         International Vitamin Corporation                   Inverness Medical Innovations                                   63.4
  Jan.         Martek                                              Amerifit Nutrition Inc.                                       200.0
                                                                                                                                                                Where available, data is b eing provided.




                                                                                 ©2011 J.H. Chapman Group, L.L.C.
                                                                                                                                                                                                     31
This document contains proprietary and confidential information of J.H. Chapman Group and may not be distributed or discussed beyond the original recipient without permission from the J.H. Chapman Group.
Sub-Segment Analysis
                                                   Branded Nutritional Supplements

                                                                                                                                Trans.
                                                                                                                                                Sales        Multiple of       EBITDA        Multiple of
 2009                           Acquirer                                                  Target                                Value
                                                                                                                                               (US $M)         Sales           (US $M)        EBITDA
                                                                                                                               (US $M)
   Oct.        GF Capital Private Equity Fund                      Airborne
 Sept.         Atrium Innovations                                  Garden of Life                                                  35.0           52.0             0.7
                                                                   NataFort and NataChew and related U.S.
  Sept.        Mission Pharmacal
                                                                   patents from W arner Chilcot
  Aug.         Alticor                                             Metagenics
  Feb.         Sergeant                                            Chomp
  Jan.         Atrium Innovations Inc.                             Nutri-Health Supplements                                        24.0           27.0             0.9
  Jan.         Genesis Pharmaceuticals                             Hongrui Pharmaceuticals
                                                                                                                                                                Where available, data is b eing provided.




                                                                                 ©2011 J.H. Chapman Group, L.L.C.
                                                                                                                                                                                                     32
This document contains proprietary and confidential information of J.H. Chapman Group and may not be distributed or discussed beyond the original recipient without permission from the J.H. Chapman Group.
Health & Nutrition Industry 2010 Census - Trends in Mergers & Acquisitions
Health & Nutrition Industry 2010 Census - Trends in Mergers & Acquisitions
Health & Nutrition Industry 2010 Census - Trends in Mergers & Acquisitions
Health & Nutrition Industry 2010 Census - Trends in Mergers & Acquisitions
Health & Nutrition Industry 2010 Census - Trends in Mergers & Acquisitions
Health & Nutrition Industry 2010 Census - Trends in Mergers & Acquisitions
Health & Nutrition Industry 2010 Census - Trends in Mergers & Acquisitions
Health & Nutrition Industry 2010 Census - Trends in Mergers & Acquisitions
Health & Nutrition Industry 2010 Census - Trends in Mergers & Acquisitions
Health & Nutrition Industry 2010 Census - Trends in Mergers & Acquisitions
Health & Nutrition Industry 2010 Census - Trends in Mergers & Acquisitions
Health & Nutrition Industry 2010 Census - Trends in Mergers & Acquisitions
Health & Nutrition Industry 2010 Census - Trends in Mergers & Acquisitions
Health & Nutrition Industry 2010 Census - Trends in Mergers & Acquisitions
Health & Nutrition Industry 2010 Census - Trends in Mergers & Acquisitions
Health & Nutrition Industry 2010 Census - Trends in Mergers & Acquisitions
Health & Nutrition Industry 2010 Census - Trends in Mergers & Acquisitions
Health & Nutrition Industry 2010 Census - Trends in Mergers & Acquisitions
Health & Nutrition Industry 2010 Census - Trends in Mergers & Acquisitions
Health & Nutrition Industry 2010 Census - Trends in Mergers & Acquisitions
Health & Nutrition Industry 2010 Census - Trends in Mergers & Acquisitions
Health & Nutrition Industry 2010 Census - Trends in Mergers & Acquisitions
Health & Nutrition Industry 2010 Census - Trends in Mergers & Acquisitions
Health & Nutrition Industry 2010 Census - Trends in Mergers & Acquisitions
Health & Nutrition Industry 2010 Census - Trends in Mergers & Acquisitions
Health & Nutrition Industry 2010 Census - Trends in Mergers & Acquisitions
Health & Nutrition Industry 2010 Census - Trends in Mergers & Acquisitions
Health & Nutrition Industry 2010 Census - Trends in Mergers & Acquisitions
Health & Nutrition Industry 2010 Census - Trends in Mergers & Acquisitions
Health & Nutrition Industry 2010 Census - Trends in Mergers & Acquisitions
Health & Nutrition Industry 2010 Census - Trends in Mergers & Acquisitions
Health & Nutrition Industry 2010 Census - Trends in Mergers & Acquisitions
Health & Nutrition Industry 2010 Census - Trends in Mergers & Acquisitions
Health & Nutrition Industry 2010 Census - Trends in Mergers & Acquisitions
Health & Nutrition Industry 2010 Census - Trends in Mergers & Acquisitions
Health & Nutrition Industry 2010 Census - Trends in Mergers & Acquisitions

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Health & Nutrition Industry 2010 Census - Trends in Mergers & Acquisitions

  • 1. Health & Nutrition Industry 2010 Census Trends in Mergers and Acquisitions Marco V. Galante, Principal Marco V. Galante, Principal J.H. Chapman Group, L.L.C. J.H. Chapman Group, L.L.C. 773-693-4800 773-693-4800 mgalante@jhchapman.com mgalante@jhchapman.com ©2011 J.H. Chapman Group, L.L.C. This document contains proprietary and confidential information of J.H. Chapman Group and may not be distributed or discussed beyond the original recipient without permission from the J.H. Chapman Group.
  • 2. Contents Objective of Census . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Executive Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Sub-Segment Analysis and Commentary .................................... 10 Healthy, natural, organic, functional foods and beverages . . . . . . . . . . . . . . . . . . 12 Health and nutrition ingredients suppliers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 Contract manufacturers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 Branded nutritional supplements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 OTC and natural personal care products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 Licensing and joint ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 Retailers and distributors of these products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 Conventional ingredients suppliers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48 Recent Financings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57 J.H. Chapman Group, L.L.C. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67 J.H. Chapman Group, L.L.C. makes no representation as to the accuracy and completeness of the information provided. The information in this presentation is obtained from various public sources. In the listings of Acquirers and Targets, the columns are blank if amounts are unavailable. Please do not reproduce it for third parties, but notify us of others who would like to receive it and we will contact them directly. ©2011 J.H. Chapman Group, L.L.C. 2 This document contains proprietary and confidential information of J.H. Chapman Group and may not be distributed or discussed beyond the original recipient without permission from the J.H. Chapman Group.
  • 3. Objective of Census Provide for market participants a Census of M&A activity and trends in the sub-segment of their industry, within the $5 million to $100 million transaction value range. Identify, where applicable, future trends that are likely to have an influence on transaction activity and valuations. ©2011 J.H. Chapman Group, L.L.C. 3 This document contains proprietary and confidential information of J.H. Chapman Group and may not be distributed or discussed beyond the original recipient without permission from the J.H. Chapman Group.
  • 4. Executive Summary M&A Transactions on strategic transactions supporting acquirers’ core directions not just for growth, but also to increase Within the total of the food industry, 2010 M&A trans- their product and application offering and to expand actions increased by 20% over the previous year, with their share of the market. Many larger companies the “Food Processor” category providing the single (such as Elan Nutrition, Garden of Life, Tree of largest increase and more dairy activity than usual. Life, Balance Bar, and Airborne) acquired small to Transactions were buoyed by acquisitions such as medium sized companies. Kraft’s winning battle to acquire Cadbury and NBTY’s In the health and nutrition category, there were a acquisition by Carlyle. Overall, corporate strategics total of 87 transactions in 2010 (excluding and financial sponsors continued to be active. licensing, joint ventures, financing, retail and The Monday, January 10, 2011 announcement of distribution), an increase of 72% over 2009 and a DuPont’s acquisition of Danisco, for a transaction substantial increase of 23% over the peak of 2006. value of $6.3 billion, may be a sign that the multi- The organic/natural food and beverage sector was billion M&A activity that has taken place in the the largest contributor, at 48% of the total, followed nutritional ingredients market over the last several by health and nutrition ingredients suppliers at months is continuing in 2011. 20%. The subsequent information provides a synopsis of There is a significant resurgence of licensing and M&A activity in the health and nutrition sector, joint ventures. Although lower than 2009, this trend followed by the statistics for each identified segment. is a strong indicator of continuing alternative strategic options for companies seeking growth. Health and Nutrition Organic and Functional Food & Beverage A distinct rebound in M&A took place in 2010, with most transactions in the natural, organic and This category continues to be the largest M&A functional foods sectors of the industry. Focus was contributor accounting for 48% of the transactions, ©2011 J.H. Chapman Group, L.L.C. 4 This document contains proprietary and confidential information of J.H. Chapman Group and may not be distributed or discussed beyond the original recipient without permission from the J.H. Chapman Group.
  • 5. Executive Summary (cont’d) with an increase of 46% above 2009 and the Financing highest number of transactions since 2006. There has been some recent easing of the capital Health and Nutrition Ingredients Suppliers markets, and 2010 financings (47) compare to 2009 (44). More bank credit is becoming As the second largest transaction contributor, this available at attractive interest rates. category was 142% higher than in 2009, and almost on par with the average annual number of Economic and Market Environment in 2010 transactions during 2006 through 2008. The U.S. Economy Branded Nutritional Supplements The year 2010 began and ended well! Despite Transactions in 2010 were 85% higher than in certain volatility, growth in financial markets 2009, and the 2010 total was almost equivalent to exceeded expectations at the beginning of the the average transaction numbers during 2006 year, then the economy relapsed in mid-year, but through 2008. substantially recovered by year-end with stronger- than-expected growth for the year as a whole. Licensing & Joint Ventures While the recovery now in progress is not yet The second half of 2010 saw a significant much cause for cheer, the country enters 2011 resurgence of licensing and joint ventures – a total with an improved economic and financial of 40 transactions. Although 23% lower than the situation despite continuing weak consumer 52 in 2009, this is a continuing strong indicator confidence, the housing trouble spot and that companies seeking growth are pursuing unemployment continuing at a rate of 9.8%. means in addition to traditional M&A. ©2011 J.H. Chapman Group, L.L.C. 5 This document contains proprietary and confidential information of J.H. Chapman Group and may not be distributed or discussed beyond the original recipient without permission from the J.H. Chapman Group.
  • 6. Executive Summary (cont’d) A significant factor against this backdrop is that cash reserves and strong balance sheets, better food manufacturers are facing considerable and availability of credit at attractive rates and increasing pressure from rising commodity prices, potentially lower valuations. which are making an impact on margins that are being squeezed as consumers continue to resist Acquirers are focused on strategic transactions price increases. that support their core directions and are likely to produce measurably improved results. North American M&A Activity Acquisitions are expected to build the “bottom M&A and investment activity is on the upswing line” with a good return on the invested capital. as evidenced by the return of the large strategic Examples include: acquirers that, having experienced low organic • Brazil – JBS’ acquisition of Pilgrim’s Pride, growth due to the recessionary environment, are and Mafrig Food’s acquisition of Keystone, pursuing acquisitions aimed at bolstering low the largest privately held meat products growth rates. With rebounding stock prices and company. substantial cash reserves, those strategics • Mexico – Group Bimbo’s acquisition of consummated a large number of transactions. Sara Lee’s bakery operation, and Sigma Kraft’s acquisition of Cadbury and Pepsico’s Alimentos’ purchase of Bar S Foods. purchase of Russian dairy, baby food and juice processor Wimm-Bill-Dan are but two examples. • Europe – Ebro’s sale of its dairy business to Lactalis, and Arla’s merger with German Global M&A Activity Hausa-Milch. Cross-border M&A soared in 2010 and will be a A strong indicator of heightening activity in 2011 major activity again in 2011. Forces fostering the is the interest expressed in PAI Partners’ stake in surge include leaner enterprises with substantial ©2011 J.H. Chapman Group, L.L.C. 6 This document contains proprietary and confidential information of J.H. Chapman Group and may not be distributed or discussed beyond the original recipient without permission from the J.H. Chapman Group.
  • 7. Executive Summary (cont’d) Yoplait, evidenced by ongoing bids by Lactalis, Private Equity Groups (PEGs) Nestle, General Mills, Pepsico and others. Current financing terms at low interest rates make Emerging Markets for challenging investing, even in a slow growth environment. Capital is still restrictive, but U.S. companies appear to be the most popular available for transactions where borrowers have market suitors for emerging market bidders demonstrated outstanding fundamentals, including China. In turn, U.S. companies are consistent earnings, a capital structure that does seeking to expand their global presence, not over-leverage the company and a meaningful particularly in India, while Indian midmarket to amount of equity. large size companies are leveraging their financial strength to aggressively access overseas markets. With tempered market growth and minimum equity contributions in excess of 40%, it will Examples of Indian M&A activity in the U.S. become difficult to expect annual investment include: returns above 20% at “reasonable” purchase • Cambrex Corporation’s acquisition of prices. Hence PEGs’ increased holding period the Genera Pharmaceuticals for $20 million past few years because of their inability to exit • Norwest Venture’s investment in Tutor investments. Vista These points notwithstanding, PEGs were very • Zensar Technologies’ $66 million acquisi- active as buyers and sellers alike in 2010 where tion of Akibia the B2B products and services industry sector • Dr. Reddy’s acquisition of accounted for approximately one-third of their GlaxoSmithkline’s U.S. oral penicillin total transactions, with B2C products and services facility and product portfolio providing the largest increase. • Dabur India’s $100 million acquisition of Data for 2010 shows renewed interest in large U.S.-based Namaste Laboratories and its transactions, including those made possible by three subsidiaries. ©2011 J.H. Chapman Group, L.L.C. 7 This document contains proprietary and confidential information of J.H. Chapman Group and may not be distributed or discussed beyond the original recipient without permission from the J.H. Chapman Group.
  • 8. Executive Summary (cont’d) increased availability of debt and a build-up of vegetables have increased, albeit at a much lower capital in PE investor funds. Equally, PE investors rate, than that of other commodities. have displayed a larger appetite for the Food and Beverage Industry sector than in prior years. Food Safety Active investors have included KPS Capital The recently legislated food safety measures will Partners, Wind Point Partners, Catterton Partners have an impact on the operation of food and Mistral Equity Partners. processors and distributors, with consequences on Raw Materials and Food Prices the bottom line. Climate change, mixed harvest results, rising Market Trends and the Consumer populations and scarcity of arable land are just a All-Natural Food and Beverage few factors that will continue to impact the costs of raw materials, placing increasing price In addition to consumers’ growing use of products pressures on manufacturers and retailers in the with healthy attributes, they are also seeking a years ahead. wider range of products made with all-natural ingredients. A number of major food and beverage Given recent historically low food prices, price manufacturers have indicated that they will offer increases need to be viewed on a relative basis. an increased number of all-natural products. An However, consumers are paying up to 55% more indicator of this trend is PepsiCo’s recent for some basic items than three years ago. Corn announcement that in 2011, 50% of their Frito- prices have increased 45% in the last three Lay products will be made from all-natural months. Soybeans, coffee, cocoa and others have ingredients. also increased substantially. While there is volatility, the global trend is definitely upward. Other Trends Include: Snacks are becoming more functional, giving On a year-over-year basis, prices of staples such snacks a nutritional edge. as bread, eggs, meat and even fruits and ©2011 J.H. Chapman Group, L.L.C. 8 This document contains proprietary and confidential information of J.H. Chapman Group and may not be distributed or discussed beyond the original recipient without permission from the J.H. Chapman Group.
  • 9. Executive Summary (cont’d) Gluten-free is being viewed by the consumer as a consumers attempt to adopt behaviors that healthy alternative. improve their health and avoid diseases. Non-GMO is set to become the hot new label. Given the growing role and importance of The Consumer nutraceuticals, it is likely that an increased number of pharmaceutical companies will become Economic-driven necessities have impacted participants in the functional ingredients sector, consumers’ behavior and forced “adaptability,” driven by the convergence of food and pharma for creating behavior changes that are likely to remain personalized health and nutrition. for the foreseeable future – by and large consumers now think defensively. Their choices In keeping with these developments, Nestle has will be different and driven by “sales,” special passed on some of the bigger food industry trans- offers, promotions and discounts, and not actions to specifically invest in its own nutrition necessarily just by brands or store choice. unit with the singular objective of becoming the leader in health science and nutrition. People are working beyond retirement – either due to financial need or because they have This trend is further reinforced in Europe by the become accustomed to a particular lifestyle. EIB’s (European Investment Bank) financing to Danisco and Novozyme to support research, Current unemployment rates notwithstanding, development and innovation in the area of enzyme continuing and increased penetration of automated applications and other health-focused ingredients. technology will inevitably replace workers – for better or worse. Consequently, 2011 may see certain jobs permanently displaced by technology. The market for healthy/functional foods and dietary supplements will see significant growth as ©2011 J.H. Chapman Group, L.L.C. 9 This document contains proprietary and confidential information of J.H. Chapman Group and may not be distributed or discussed beyond the original recipient without permission from the J.H. Chapman Group.
  • 10. Sub-Segment Analysis and Commentary Health & Nutrition focuses on those “sub-segments” at the intersection of the giant healthcare, personal care and food industries. Personal Care Natural Personal Care Healthcare Nutritional Supplements Ingredients Suppliers Functional OTC Foods Natural and Food Pharmaceuticals Organic Foods ©2011 J.H. Chapman Group, L.L.C. 10 This document contains proprietary and confidential information of J.H. Chapman Group and may not be distributed or discussed beyond the original recipient without permission from the J.H. Chapman Group.
  • 11. Sub-Segment Analysis and Commentary Number of Transactions Number of Transactions Segme nt 2006 2007 2008 2009 2010 Healthy, Natural, Organic and Functional Foods and Beverages 25 22 24 29 42 Health and Nutrition Ingredients Suppliers 21 20 17 7 17 Contract Manufacturers 3 2 4 3 7 Branded Nutritional Supplements 14 12 14 7 13 OTC & Natural Personal Care Products 7 6 2 5 8 Total 70 62 61 51 87 Licensing and Joint Ventures (Started in 2008) NA NA 21 52 42 Retailers and Distribution 13 12 6 2 8 Financings 25 19 23 44 47 ©2011 J.H. Chapman Group, L.L.C. 11 This document contains proprietary and confidential information of J.H. Chapman Group and may not be distributed or discussed beyond the original recipient without permission from the J.H. Chapman Group.
  • 12. Sub-Segment Analysis Healthy, Natural, Organic, Functional Foods and Beverages Dairy and Probiotic transactions dominate second half of 2010 ©2011 J.H. Chapman Group, L.L.C. 12 This document contains proprietary and confidential information of J.H. Chapman Group and may not be distributed or discussed beyond the original recipient without permission from the J.H. Chapman Group.
  • 13. Sub-Segment Analysis Healthy, Natural, Organic, Functional Foods and Beverages Dairy and Probiotic transactions dominate second half of 2010 French conglomerate Groupe Danone acquired 51% of ProViva, a Swedish probiotic digestive health brand. ProViva has sales in excess of $50 million. In addition to its equity participation, Danone secured a 10-year global license agreement with the inventors. Eyeing the frozen yogurt market, Danone announced their acquisition of one of the leading frozen yogurt manufacturers, YoCream for approximately $103 million. The Hain Celestial Group entered the yogurt market with their acquisition of 3 Greek Gods, makers of authentic Greek-style products. With sales of approximately $10 million in 2009, 3 Greek Gods’ yogurt is thicker and creamier than standard yogurt and fits squarely into Hain’s portfolio of natural and ethnic brands. Acquired by Dean Foods in 1999, UK-based Rachel’s Yogurt, was sold to French dairy producer Groupe Lactalis in August 2010. Established in 1966, Rachel’s is a premium brand and the second largest organic dairy brand in the UK. In their second divestiture in 6 months, Dean Foods sold Mountain High Yogurt business and Mountain High brands to General Mills. Mountain High will become part of General Mills’ Yoplait USA division and continue to operate under the Mountain High name. Yoplait acquired Canadian-based yogurt-maker, Liberte from Swander Pace Capital, Roynat Capital and the management team. Liberte is Canada’s leading natural and organic yogurt brand. Goat cheese company, Cypress Grove Chevre (based in Arcata, CA) was acquired by Emmi Holding (USA), Inc. a division of Emmi, founded as a dairy owned cooperative in 1907, the largest milk processor in Switzerland. ©2011 J.H. Chapman Group, L.L.C. 13 This document contains proprietary and confidential information of J.H. Chapman Group and may not be distributed or discussed beyond the original recipient without permission from the J.H. Chapman Group.
  • 14. Sub-Segment Analysis Healthy, Natural, Organic, Functional Foods and Beverages Trans. Sales Multiple of EBITDA Multiple of 2010 Acquirer Target Value (US $M) Sales (US $M) EBITDA (US $M) W estern European Sunny Delight juice Dec. Orangina Schweppes drink Dec. Meyer Natural Foods Dakota Beef Dec. High Road Capital Partners Panos Brands 22.0 Dec. Yoplait Liberté 175.0 Dec. New Image Group Somnaceutics Nov. General Mills Mountain High Yoghurt Nov. W eston Foods Ace Bakery 110.0 Nov. Danone YoCream International 103.0 Nov. Umami Sustainable Seafood Baja Aqua Farms Sept. Lactalis Ebro's dairy business Aug. Emmi Cypress Grove Chèvre 10.0 Aug. Usana Health Sciences BabyCare Limited 62.7 15.0 4.2 Aug. Cott Corporation Cliffstar 569.0 100.0 5.7 Aug. Lactalis Rachel's Yogurt Aug. Lion Capital Picard Surgele 1970.0 1440.0 1.4 Aug. Nestle Vitaflo 42.0 Aug. SAIF Partners Huiyuan Juice Aug. Danone Proviva 50.0 July Gertrude Hawk Chocolates Drew's All Natural July T he Hain Celestial Group 3 Greek Gods 10.0 June Heart Health Blue Gold Beverages Where available, data is b eing provided. ©2011 J.H. Chapman Group, L.L.C. 14 This document contains proprietary and confidential information of J.H. Chapman Group and may not be distributed or discussed beyond the original recipient without permission from the J.H. Chapman Group.
  • 15. Sub-Segment Analysis Healthy, Natural, Organic, Functional Foods and Beverages Trans. 2010 Sales Multiple of EBITDA Multiple of Acquirer Target Value (Cont'd) (US $M) Sales (US $M) EBITDA (US $M) June Darwin Private Equity Plum Baby 15.0 22.0 0.7 June Danone Unimilk June Hain Celestial Group Churchill Food Products Ltd. May Hearthside Food Solutions Golden Temple (Cereal Division) May Coffee Holding Co. Inc. Organic Products Trading Company May Hain Celestial Group W orld Gourmet May Empire Kosher Kosher Valley April E&A Industries Udi's Healthy Foods April Coca Cola Innocent April China Haisheng Juice Holdings Yitian Group April Sweet Tea Leaf Tradewinds Beverage March Mach One W hite Hat Brands March T reeHouse Foods Sturm Foods 660.0 340.0 1.9 March Fresh Harvest Products, Inc. AC La Rocco Pizza 1.5 Feb. Kore Go All In Feb. North Castle Partners Flatout, Inc. Feb. Raisio Glisten 29.7 Feb. Diamond Foods Kettle Foods 615.0 250.0 2.5 Jan. Malt-O-Meal Farina Mills Brand Jan. Shashi Foods MJ's Fine Foods Specialty Foods India's healthcare nutrition Jan. Nestle India 6.3 business Where available, data is b eing provided. ©2011 J.H. Chapman Group, L.L.C. 15 This document contains proprietary and confidential information of J.H. Chapman Group and may not be distributed or discussed beyond the original recipient without permission from the J.H. Chapman Group.
  • 16. Sub-Segment Analysis Healthy, Natural, Organic, Functional Foods and Beverages Trans. Sales Multiple of EBITDA Multiple of 2009 Acquirer Target Value (US $M) Sales (US $M) EBITDA (US $M) Dec. DS Waters Owaters LLC Dec. Attune Foods Uncle Sam and Erewhon brands Dec. Danone Danone Clover Nov. Brynwood Partners VI L.P. Balance Bar Company (from Kraft Foods) Oct. Hain Celestial Group Infinitea Kombucha Oct. Food Collective Helen's Kitchen and Organic Bistro Sept. Pulmuone Monterey Gourmet Foods Sept. Full Motion Beverage Performaxx Brands, Inc (Energize Brand) Aug. Full Motion Beverage Mojava Aug. AMI Brands Embodi Aug. Pepsico Amacoco Aug. Foster Farms Dairy Humboldt Creamery July Skinny Nutritional Corp. "Skinny" Trademarks June Fresh Harvest Products Organic Chef June Renaissance Food Group Really Cool Food Company June Beverages Holdings LLC Bossa Nova June Dean Foods Alpro 458.0 366.0 1.3 June Dinewise Home Bistro June Nutrition Solutions (Atkins) Bora Bora April Swander Pace Applegate Farms BAZZA High-Energy Tea trademark from March BYB Brands, Inc. Cooper Tea Company Where available, data is b eing provided. ©2011 J.H. Chapman Group, L.L.C. 16 This document contains proprietary and confidential information of J.H. Chapman Group and may not be distributed or discussed beyond the original recipient without permission from the J.H. Chapman Group.
  • 17. Sub-Segment Analysis Healthy, Natural, Organic, Functional Foods and Beverages Trans. 2009 Sales Multiple of EBITDA Multiple of Acquirer Target Value (Cont'd) (US $M) Sales (US $M) EBITDA (US $M) Feb. Andromeda Acquisition Corp. Galaxy Nutritional Foods, Inc. 6.8 24.8 0.3 1.2 5.7 Feb. Lifeway Foods Fresh Made Dairy 14.0 10.0 1.4 Feb. M&K Acquisitions Gleukos, Inc. Feb. Nest Collective Plum Organics Frucor Beverages Group Ltd (from Groupe Feb. Suntory 775.0 270.0 2.9 Danone SA) Jan. Otsuka Pharmaceuticals Nutrition & Santé Jan. Hilco Equity Partners Niman Ranch 47.8 Jan. T ivall (a division of Osem Group) Foodtech International 20.0 Where available, data is b eing provided. ©2011 J.H. Chapman Group, L.L.C. 17 This document contains proprietary and confidential information of J.H. Chapman Group and may not be distributed or discussed beyond the original recipient without permission from the J.H. Chapman Group.
  • 18. Sub-Segment Analysis Healthy, Natural, Organic, Functional Foods and Beverages Trans. Sales Multiple of EBITDA Multiple of 2008 Acquirer Target Value (US $M) Sales (US $M) EBITDA (US $M) Oct. Osem Group Tribe Mediterranean Foods 57.0 32.0 1.8 Oct. Pepsico Spitz International Company Sept. Green Mountain Coffee Roasters Tully's 40.0 30.4 1.3 Sept. Ian's Natural Foods Inc. Healthy Handfuls LLC Aug. Aventura Equities Inc. Byers Food Inc. Aug. Promax Nutrition Corp. Pure of Holland LLC Aug. SunOpta Pure Nature Organics July W essanen So Good 11.7 July Olympus Partners Ann's House of Nuts Inc. July Campbell Soup Co. Country Gourmet Foods June General Mills Humm Foods June Meyer Natural Angus Coleman Natural Foods May Pepsico V Water April SunOpta Tradin Organics 120.0 April T he Hain Celestial Group Daily Bread, Ltd. April T SG Consumer Partners MonaVie March Nature's Products Inc. Champion Nutrition March T he Hain Celestial Group MaraNatha and SunSpire Brands 40.0 Pilgrim's Pride Corporation (Turkey March T he Hain Celestial Group Operation) Feb. Coca-Cola Honest Tea Where available, data is b eing provided. ©2011 J.H. Chapman Group, L.L.C. 18 This document contains proprietary and confidential information of J.H. Chapman Group and may not be distributed or discussed beyond the original recipient without permission from the J.H. Chapman Group.
  • 19. Sub-Segment Analysis Healthy, Natural, Organic, Functional Foods and Beverages Trans. 2008 Sales Multiple of EBITDA Multiple of Acquirer Target Value (Cont'd) (US $M) Sales (US $M) EBITDA (US $M) Feb. Coca-Cola NutriJoy Inc. Feb. Robertet Group Plantes Aromatiques du Diois 8th Continent (A General Mills and Dupont Feb. Stremicks Heritage Foods JV) Jan. Meyer Natural Angus Laura's Lean Beef Co. 150.0 Where available, data is b eing provided. ©2011 J.H. Chapman Group, L.L.C. 19 This document contains proprietary and confidential information of J.H. Chapman Group and may not be distributed or discussed beyond the original recipient without permission from the J.H. Chapman Group.
  • 20. Sub-Segment Analysis Healthy, Natural, Organic, Functional Foods and Beverages Trans. Sales Multiple of EBITDA Multiple of 2007 Acquirer Target Value (US $M) Sales (US $M) EBITDA (US $M) W holesome and Hearty Foods Company Nov. Kellogg's (Gardenburger brand) Nov. Kellogg's Bear Naked 20.0 Oct. Amish Naturals Schlabach Amish Wholesale Bakery Oct. Amish Naturals Prima Pasta Oct. Clearlight Partners Apple and Eve Zero Debt Bottling Corp. (a.k.a. 505 Aug. Creo Capital Partners Southwestern) Aug. T he Hain Celestial Group Plainville T urkey Farm 30.0 July ConAgra Alexia Foods 35.0 July Nestle Novartis Medical Nutrition 2500.0 Vialat (70% of its fresh dairy activity in May Group DANONE Chile) May Clearly Canadian Beverage Corp. My Organic Baby 2.5 May Coca Cola Glaceau 4100.0 355.0 11.5 May T he Hain Celestial Group Tofu Business of WhiteWave Foods March Integrated Biopharma BevSpec (Syzmo Brand) Feb. Clearly Canadian Beverage Corp. DMR Food Corporation Feb. Rich Products GLP Free Manufacturing Susquehanna International Group Feb. U.S. Mills (SIG) Investments Jan. Coca Cola Fuze Beverage Jan. Catterton Partners CoolBrands Dairy, Inc. Where available, data is b eing provided. ©2011 J.H. Chapman Group, L.L.C. 20 This document contains proprietary and confidential information of J.H. Chapman Group and may not be distributed or discussed beyond the original recipient without permission from the J.H. Chapman Group.
  • 21. Sub-Segment Analysis Healthy, Natural, Organic, Functional Foods and Beverages Trans. 2007 Sales Multiple of EBITDA Multiple of Acquirer Target Value (Cont'd) (US $M) Sales (US $M) EBITDA (US $M) Eskimo Pie, Chipwich brands, Real Fruit Jan. Dreyer's Grand Ice Cream trademark and Eskimo Pie foodservice business (Coolbrands) Jan. Health Sciences Group Kalahari Tea Jan. ICBS DNA Distribution (maker of GO-JI Plus) Where available, data is b eing provided. ©2011 J.H. Chapman Group, L.L.C. 21 This document contains proprietary and confidential information of J.H. Chapman Group and may not be distributed or discussed beyond the original recipient without permission from the J.H. Chapman Group.
  • 22. Sub-Segment Analysis Health and Nutrition Ingredients Suppliers DSM expands its reach in natural products After a nearly 2-year hiatus from the health and nutrition sector, DSM returned, acquiring two companies in the sector in the last four months of 2010, focusing in on higher value nutritional ingredients as opposed to low-margin bulk chemicals. In September 2010, DSM acquired Microbia from Ironwood Pharmaceuticals. Microbia claims that it has developed a technology platform that enables it to produce high- quality, natural carotenoids (including ß-carotene and canthaxanthin), nutritional products and other specialty materials and chemicals from renewable resources. On the heels of this acquisition, DSM acquired Martek Biosciences for $1.5 billion. With $450 million of annual revenue and 600 employees, Martek offers fatty acids and nutrition ingredients to companies including baby-formula maker Mead Johnson Nutrition Co. and Kellogg Co. The company, in its efforts to move beyond infant Omega 3 nutrition, acquired supplement manufacturer, Amerifit in early 2010. Omega 3 companies Trygg Pharma AS, a company jointly owned by Aker BioMarine ASA, a Norwegian biotechnology company, and Lindsay Goldberg, a New York-based investment fund, acquired all of the shares in EPAX AS from Austevoll Seafood ASA. EPAX AS is a leading supplier of concentrated, marine- derived omega-3 formulas. Expanding beyond protein products and omega-3 fish oil, Omega Protein acquired Cyvex Nutrition, suppliers and marketers of premium branded ingredients to dietary supplement manufacturers. ©2011 J.H. Chapman Group, L.L.C. 22 This document contains proprietary and confidential information of J.H. Chapman Group and may not be distributed or discussed beyond the original recipient without permission from the J.H. Chapman Group.
  • 23. Sub-Segment Analysis Health and Nutrition Ingredients Suppliers Trans. Sales Multiple of EBITDA Multiple of 2010 Acquirer Target Value (US $M) Sales (US $M) EBITDA (US $M) Dec. DSM Martek 1087.0 450.0 2.4 Dec. Omega Protein Cyvex Nutrition Sept. DSM Microbia Sept. Solbar Green Planet Farms 7.8 Martek Biosciences' manufacturing plant in Sept. Alltech 14.0 W inchester, KY Aug. T rygg Pharma AS EPAX AS 91.0 51.2 1.8 July Marco Hi-Tech Reducol Assets (from Forbes Medi-tech) June Novus International IQF Group June BASF Cognis 3833.0 3215.0 1.2 450.0 8.5 May Viterra 21st Century Grain Processing 90.5 March Lallemand Health Ingredients Lal’Food March H2 Equity Partners Kirin Agribio Company Nutra Cea (Natural Glo, Satin Finish, and March Manna Pro Products 0.7 Max-E-Glo Brands and Trademarks) March Institut Rosell-Lallemand DSM (LAFTI range of probiotic strains) NutraCea's cereal ingredient Feb. Kerry Group 4.0 business Albion Laboratories, Inc. (Animal Nutrition Feb. Novus International Division) Jan. Kemin Industries Soda Feed Ingredients Where available, data is b eing provided. ©2011 J.H. Chapman Group, L.L.C. 23 This document contains proprietary and confidential information of J.H. Chapman Group and may not be distributed or discussed beyond the original recipient without permission from the J.H. Chapman Group.
  • 24. Sub-Segment Analysis Health and Nutrition Ingredients Suppliers Trans. Sales Multiple of EBITDA Multiple of 2009 Acquirer Target Value (US $M) Sales (US $M) EBITDA (US $M) Nov. Symrise (Germany) Futura Labs Oct. Advitech Botaneco Sept. Qualsec Vitamin Spice Aug. Naturex Natraceutical March Burgundy Botanical Cognis' botanicals extract business Feb. Mach One Corporation Ceres Organic Harvest 8.0 20.0 0.4 Jan. Chr. Hansen Urex Biotech Where available, data is b eing provided. ©2011 J.H. Chapman Group, L.L.C. 24 This document contains proprietary and confidential information of J.H. Chapman Group and may not be distributed or discussed beyond the original recipient without permission from the J.H. Chapman Group.
  • 25. Sub-Segment Analysis Health and Nutrition Ingredients Suppliers Trans. Sales Multiple of EBITDA Multiple of 2008 Acquirer Target Value (US $M) Sales (US $M) EBITDA (US $M) Nov. Biorigin PTX Food Corp. Oct. Danisco GraceLink Ltd. (Glucagel brand) Sept. RFI Ingredients W ilsey and Sons Qufu Shengwang Stevia Biology and Sept. Sunwin International Neutraceuticals Science Company Aug. DSM Provexis (30% purchased) 2.0 Aug. Glanbia Optimum Nutrition 315.0 185.0 1.7 July Besins Healthcare S.A. Olympian Labs July Dynova Laboratories SiCap Industries July Rousselot PEPTAN June All American Pharmaceutical Laurel Dairy May Premium Ingredients International Bulk Pharmaceuticals Inc. April Iranex Group Bio-Serae 11.0 March Cognis InterMed Discovery March NutraCea Irgovel 14.0 Feb. Barentz Europe Vitablend Holding Jan. Eurogerm Leag 5.8 Jan. Naturex Berkem's "Actifs Innovants" division 14.0 5.6 2.5 Where available, data is b eing provided. ©2011 J.H. Chapman Group, L.L.C. 25 This document contains proprietary and confidential information of J.H. Chapman Group and may not be distributed or discussed beyond the original recipient without permission from the J.H. Chapman Group.
  • 26. Sub-Segment Analysis Health and Nutrition Ingredients Suppliers Trans. Sales Multiple of EBITDA Multiple of 2007 Acquirer Target Value (US $M) Sales (US $M) EBITDA (US $M) Dec. Chr. Hansen Medipharm Dec. Natrol, Inc. Plethico Pharmaceuticals Limited 81.0 Dec. Naturex Chart Corporation Nov. Frutarom RAD Technologies 4.1 1.5 2.7 Tat Nisasta (Galam and Tat Nisasta, a Turkish starch, glucose and isoglucose manufacturer, have Nov. Galam formed a partnership to meet the increasing global demand for fructose) Oct. Galam Group Atomer S.L. Oct. Novozymes Biocon's enzyme business 115.0 27.0 4.2 Pizzey's Milling (Omega 3 ingredient Sept. Glanbia business) Sept. Natraceutical Cevena Bioproducts 2.8 July Avesthagen Renaissance Herbs May Gadot Biochemical Industries Ltd. Pharmline Holding Inc. (85%) 37.0 May Lonza S.A.M. Electron Technologies First Israeli Turnaround Enterprise May Solbar (51% stake) 19.6 Fund May Naturex HP Botanicals 3.0 3.8 0.8 MDB Twello BV (operates under the name April Barentz Europe Fa. L.I. Frank - Fa. Wed. W. Miedendorp) Chinook Group Limited (certain choline March Balchem Corporation chloride business assets) Tempo Canada (expansion of strategic Feb. Lipid Nutrition partnership) Feb. Univar's Czech Ekozym Jan. Naturex Hammer Pharma 13.0 10.1 1.3 1.2 11.2 Jan. Polifenoles Naturales National Bioscience Corp 26 ©2011 J.H. Chapman Group, L.L.C. This document contains proprietary and confidential information of J.H. Chapman Group and may not be distributed or discussed beyond the original recipient withoutWhere available, data isChapman Group. permission from the J.H. b eing provided.
  • 27. Sub-Segment Analysis Contract Manufacturers SunOpta returns • SunOpta, a producer and distributor of natural food products, acquired Edner of Nevada, a maker of fruit snack bars. The fourth quarter of 2010 marks the return of SunOpta as an active acquirer of ingredient companies and related business, after a relatively quiet period since the beginning of 2008 when the company was faced with a class action lawsuit over mis-stated inventories in its berry operations. Interest in South Africa • Netherlands-based Danisco announced their acquisition of Research Solutions, a South African company known for their expertise in customized ingredient solutions, particularly in dairy. This marks the second transaction in South African’s health and nutrition industry in the last 12 months. In December 2009, SunOpta entered into a Joint Venture with Specialized Protein Products, a South African-based soymilk/soy powder manufacturer. Edner of Nevada ©2011 J.H. Chapman Group, L.L.C. 27 This document contains proprietary and confidential information of J.H. Chapman Group and may not be distributed or discussed beyond the original recipient without permission from the J.H. Chapman Group.
  • 28. Sub-Segment Analysis Contract Manufacturers Trans. Sales Multiple of EBITDA Multiple of 2010 Acquirer Target Value (US $M) Sales (US $M) EBITDA (US $M) Nov. SunOpta Edner of Nevada 4 10 0.4 Nov. UAS Labs APN Labs Aug. Danisco Research Solutions July National Enzyme Company Sora Laboratories April Pharmachem AmeriFill April ConAgra Elan Nutrition April Milk Specialties Global Protient’s Dairy Processing Facility Trans. Sales Multiple of EBITDA Multiple of 2009 Acquirer Target Value (US $M) Sales (US $M) EBITDA (US $M) Aug. Herbalife Micelle Laboratories Acquired two additional gelatin production April CapsCanada facilities March Milk Specialties Global Edan Naturals Where available, data is b eing provided. ©2011 J.H. Chapman Group, L.L.C. 28 This document contains proprietary and confidential information of J.H. Chapman Group and may not be distributed or discussed beyond the original recipient without permission from the J.H. Chapman Group.
  • 29. Sub-Segment Analysis Contract Manufacturers Trans. Sales Multiple of EBITDA Multiple of 2008 Acquirer Target Value (US $M) Sales (US $M) EBITDA (US $M) Nov. Joshua Partners LLC Medicia Holdings LLC MSC Animal Nutrition (A division of Oct. Manufacturing Facility Milk Specialties Global) Sep. Perrigo JB Laboratories 44.0 70.0 0.6 Jul. Probio Gelkaps Trans. Sales Multiple of EBITDA Multiple of 2007 Acquirer Target Value (US $M) Sales (US $M) EBITDA (US $M) Jan. Atrium Biotechnologies Inc. AquaCap Pharmaceutical, Inc. 21.5 3.6 6.0 T he Qualicaps Group (The Carlyle Jan. Pharmaphil, Inc. Group) Where available, data is b eing provided. ©2011 J.H. Chapman Group, L.L.C. 29 This document contains proprietary and confidential information of J.H. Chapman Group and may not be distributed or discussed beyond the original recipient without permission from the J.H. Chapman Group.
  • 30. Sub-Segment Analysis Branded Nutritional Supplements The return of Private Equity Groups (PEGs) The Carlyle Group re-entered the health and nutrition sector with its acquisition of NBTY. In 2005, the global alternative asset management firm acquired Chinese contract manufacturer Shionogi Qualicaps Group, and through that portfolio company acquired Pharmaphil in 2007. NBTY makes nutritional supplements and vitamins under the brands Nature’s Bounty, Vitamin World, and others. Atkins Nutritionals, a portfolio company of North Castle Partners, was acquired by Roark Capital Group, an Atlanta-based private equity firm. Roark has a focus on consumer products, direct marketing and retail. Their previous investments include Pet Valu, Seattle’s Best Coffee, Aunt Anne’s and Moe’s Southwest Grille. Levine Leichtman Capital Partners (LLCP) announced that it has partnered with management in its acquisition of Santa Cruz Nutritionals, a leading manufacturer of gummy-based nutritional products and dietary supplements from Swander Pace. Swander Pace acquired Santa Cruz Nutritionals as part of the Harmony Foods buyout, and sold the Harmony Foods Retail division to Diamond Foods in 2006. LLCP’s previous consumer and retail investments include Quizno’s, Cici’s Pizza and Overhill Farms. ©2011 J.H. Chapman Group, L.L.C. 30 This document contains proprietary and confidential information of J.H. Chapman Group and may not be distributed or discussed beyond the original recipient without permission from the J.H. Chapman Group.
  • 31. Sub-Segment Analysis Branded Nutritional Supplements Trans. Sales Multiple of EBITDA Multiple of 2010 Acquirer Target Value (US $M) Sales (US $M) EBITDA (US $M) Dec. Atkins Nutritionals Roark Capital Group 170.0 Dec. Atrium Innovations Inc. Minami Nutrition 7.4 6.7 1.1 1.3 5.5 Dec. GlaxoSmithKline Maxinutrition Group Holdings 250.0 56.0 4.5 Nov. Levine Leichtman Capital Partners Santa Cruz Nutritionals Cataline LifeSciences (Bariatric Aug. Metagenics Advantage) July Carlyle Group NBTY 4000.0 2600.0 1.5 500.0 8.0 June T horne Research Diversified Natural Products June Danone Medical Nutrition 62.0 16.0 3.9 May Vitacyclix, LLC Freeman Industries April Baird Capital Partners New Vitality March Atrium Innovations Trophic Canada 11.0 7.5 1.5 Jan. International Vitamin Corporation Inverness Medical Innovations 63.4 Jan. Martek Amerifit Nutrition Inc. 200.0 Where available, data is b eing provided. ©2011 J.H. Chapman Group, L.L.C. 31 This document contains proprietary and confidential information of J.H. Chapman Group and may not be distributed or discussed beyond the original recipient without permission from the J.H. Chapman Group.
  • 32. Sub-Segment Analysis Branded Nutritional Supplements Trans. Sales Multiple of EBITDA Multiple of 2009 Acquirer Target Value (US $M) Sales (US $M) EBITDA (US $M) Oct. GF Capital Private Equity Fund Airborne Sept. Atrium Innovations Garden of Life 35.0 52.0 0.7 NataFort and NataChew and related U.S. Sept. Mission Pharmacal patents from W arner Chilcot Aug. Alticor Metagenics Feb. Sergeant Chomp Jan. Atrium Innovations Inc. Nutri-Health Supplements 24.0 27.0 0.9 Jan. Genesis Pharmaceuticals Hongrui Pharmaceuticals Where available, data is b eing provided. ©2011 J.H. Chapman Group, L.L.C. 32 This document contains proprietary and confidential information of J.H. Chapman Group and may not be distributed or discussed beyond the original recipient without permission from the J.H. Chapman Group.