Table of Contents
                Target Companies                                           3
                      Targets Introduction                                 4
                Investment Decision                                        5
                      Mandelzar Cookies Inc.                               6
                      Sensitivity Analysis                                 7
                      Pro Forma Impact                                     8
                Transaction Opportunity                                    9
                      Transaction Recommendation                           10
                      100% Cash Consideration                              11
                      Pro Forma Balance Sheet                              12
                      Pro Forma Income Statement                           13
       Target Companies
        Targets Introduction
        Targets Overview
        Mandelzar Cookies Inc.                                          KTC & Partners Inc.                                            Hampshire Tea Co.
        Leading  European  food  company  specialized  in               Dutch  multinational  food  services  company  that  is          Tea  manufacturer  from  England  specialized  in 
        cookies & crackers (C&C).                                       leader in the European nut market.                              making authentic English and English-style teas. 
         • Why?  Opportunity  to  incorporate  Mandelzar’s               • Why? Opportunity to utilize KTC’s nut supply into             • Why? Opportunity to incorporate products and 
            cookie  and  confectionary  products  into  some                some  of  Nestlé’s  existing  chocolate  and                   leverage  them  with  existing  Nestea  branded 
            Nestlé existing chocolate and confectionary, ice                confectionary,  ice  cream,  and  healthcare  and              products  to  further  grow  market  share  to  be 
            cream, and baby food products.                                  nutrition  products.  May  also  allow  to  expand             better positioned against Lipton and Twinings.
         • Market: Global  C&C market revenue  is  U$126                    healthier snacks alternatives in portfolio.                  • Market: Global tea market revenue is U$ 215 
            billion and is expected to grow by a CAGR of 4.5%            • Market:  Global  nut  market  revenue  is  U$  61               billion and is expected to grow by a CAGR of 6.9% 
            until 2023. The largest markets are in China and                billion and is expected to grow by a CAGR of 5.8%              until 2023. The largest market is in China.
            US.                                                             until  2023.  The  largest  market  is  in  Northern 
        Revenue Markets Projection                                          America.                               Investment Thesis
                                                                                                                   For the analysis of the best investment, it was sought the acquisition that 
                                                                                                                   best met the following criteria:
                                                                                                                    • The acquisition should create the most value for shareholders and 
                                                                                                                       overall business;
                                                                                                                    • Develop a presence in new or emerging markets for Nestlé;
                                                                                                                    • Has to maintain a strong balance sheet post acquisition;
                                                                                                                    • Have synergies with existing business lines.
     Investment Decision
       Mandelzar Cookies Inc.
       Company Highlights                                                                                      Valuation & Share Performance
       •   History: The company was founded in 1907 in Toulouse, France. Mandelzar prides itself on            Key Valuation Statistics ($mm)
           its history of delicious, high-quality snacks that have become a staple for many households 
           in Western Europe.                                                                                 Enterprise Value    $2,151.00    Revenue (FY18e)        $1000
       •   Historical Numbers: Its total revenue has been growing below market growth for the past 
           4 years. On the other hand it has an EBITDA CAGR of 6,3% from 2014 to 2018, showing that           Market Cap          $2,520.00    EBITDA (FY18e)         $184
           the company focused on reducing its costs and improving its margin.                                P/E*                  35.3x      EBITDA Margin           18%
       •   Strategy: The company’s brands include its flagship assortment of “Mandelzar” cookies and          EV/EBITDA*            11.7x      Debt / EV               20%
           crackers, that include biscuits, wafers, and the company’s signature “Mandelzar” cookies. 
           This portion of the company’s brand accounts for 90% of their total revenue. A Belgian             Cash                   $742      Total Debt             $437
           confectionary company, “Les Meilleurs Friandises”, specialized in Belgian chocolates and 
           desserts make up the rest of remaining revenue.                                                     *P/E and EV/EBITDA are based on FY18 for comparison
           Industry Data           Average                   Revenue Mix          %       Gross 
       •   Market Position: Earning most of its revenue from Western Europe and North America, 
                                                                                           ($mm)
           Nestlé could improve Mandelzar market share in China, largest C&C global market.
             Comparable Food Companies                       Cookies & Crackers   90%      $ 900
      EV/EBITDA                      15.6x                   Belgian Chocolates   10%      $ 100
      EV/Sales                        3.0x
      P/E                            21.7x
            Nestlé Comparable Companies                                                   % of 
                                                             2018 Key Metrics           Revenue
      EV/EBITDA                      16.4x
      EV/Sales                        3.4x                     Cost of Goods Sold         61,4%
                                                           Marketing & Adm. Expenses      16,7%
      P/E                            24.3x                         R&D Costs               1,2%
       Source: Bloomberg