Exhibit (c)(14)
Confidential Draft Project Gemini: Confidential Discussion Materials April 28, 2022
Confidential Draft Disclaimer This presentation has been prepared by Centerview Partners LLC (Centerview) for use solely by the Special Committee of the Board of Directors of Gemini in connection with its evaluation of a proposed share reclassification and for no other purpose. The information contained herein is based upon information supplied by or on behalf of Gemini and publicly available information, and portions of the information contained herein may be based upon statements, estimates and forecasts provided by Gemini. Centerview has relied upon the accuracy and completeness of the foregoing information, and has not assumed any responsibility for any independent verification of such information or for any independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of Gemini or any other entity, or concerning the solvency or fair value of Gemini or any other entity. With respect to financial forecasts, including with respect to estimates of potential synergies, Centerview has assumed that such forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the managements of Gemini as to their respective future financial performances, and at your direction Centerview has relied upon such forecasts, as provided by Geminis management, with respect to both Gemini, including as to expected synergies. Centerview assumes no responsibility for and expresses no view as to such forecasts or the assumptions on which they are based. The information set forth herein is based upon economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof, unless indicated otherwise and Centerview assumes no obligation to update or otherwise revise these materials. The financial analysis in this presentation is complex and is not necessarily susceptible to a partial analysis or summary description. In performingthis financial analysis, Centerview has considered the results of its analysis as a whole and did not necessarily attribute a particular weight to any particular portion of the analysis considered. Furthermore, selecting any portion of Centerviews analysis, without considering the analysis as a whole, wouldcreate an incomplete view of the process underlying its financial analysis. Centerview may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of the analysis described above should not be taken to be Centerviews view of the actual value of Gemini. These materials and the information contained herein are confidential, were not prepared with a view toward public disclosure, and may not be disclosed publicly or made available to third parties without the prior written consent of Centerview. These materials and any other advice, written or oral, rendered by Centerview are intended solely for the benefit and use of the Special Committee of the Board of Directors of Gemini (in its capacity as such) in its consideration of the proposed share reclassification, and are not for the benefit of, and do not convey any rights or remedies for any holder of securities of Gemini or any other person. Centerview will not be responsible for and has not provided any tax, accounting, actuarial, legal or other specialist advice. These materials are not intended to provide the sole basis for evaluating the proposed transaction, and this presentation does not represent a fairness opinion, recommendation, valuation or opinion of any kind, and is necessarily incomplete and should be viewed solely in conjunction with the oral presentation provided by Centerview.
Confidential Draft Situation Update ï,§ The Sands letter to the Gemini Board proposed a declassification at an exchange ratio of 1.35x Implies an exchange premium paid to the holders of Class B shares of ~$1.7bn or ~3.6% of market cap(1) ï,§ Following last weeks discussion, we have evaluated for reference purposes, the potential value of reduced annual compensation for the Sands Illustrative value of ~$280mm based on ~$16mm of potential annual savings(2)ï,§ A response to the Sands to be informed by both quantitative and qualitative factors ï,§ Response may seek clarification on a number of key governance items, including: Sands ongoing roles, Board representation / nomination rights, standstill or lock-up Other governance items including Lead Director rotation and majority vote standard ï,§ To assist the Committee in a potential response to the Sands proposal, selected benchmarks and financial data are also included for reference: Selected potential rationale for a reclassification Prior reclassification situations Illustrative Gemini sum-of-the-parts and regression analysis based on selected publicly traded alcohol companies Source: Company filings, Wall Street research and FactSet. (1) Based on Gemini Class A share price of $249 per share. (2) Assumes $0.4mm and $0.3mm annual compensation for Robert and Richard Sands, respectively. Assumes compensation savings occur immediately and after-tax savings valued at Gemini P/E multiple of 21.6x.
Confidential Draft Review Of Selected Key Factors ï,§ Illustrative value of potential reduced annual compensation from a reduced role for the Sands Compensation ï,§ Comparison vs. non-executive suggests savings of ~$16mm annually Analysis Implies ~$280mm value assuming Gemini P/E of 21.6x (~5% exchange premium impact and ~0.05x exchange ratio impact) ï,§ Benchmarked Gemini governance profile against other S&P 500 companies Todays Governance ï,§ Potential opportunity to bring governance provisions in-line with current majority / best practices focus Considerations Key areas of focus include: ongoing family role, lead independent director and majority vote standard Potential Suggested response seeking clarification on a number of corporate governance issues: ongoing Sands role, lead independent Response director and majority vote standard Tactics / Focus on tying governance factors with the reclassification to best position Board going forward Messaging Frequently cited rationale in prior share reclassifications include improved corporate governance, expansion of potential Selected investor base, relevant prior reclassification situations and improved liquidity Rationale For Among other benefits, a Gemini reclassification may reduce the complexity of a potential Gemini sale / merger which may Reclassification increase the ability for all shareholders to realize a control premium at some point in the future Reviewed 29 selected prior declassification situations where high / low vote structure was collapsed in companies with Prior greater than $500mm market capitalization since 2000 For Reclassification reference In majority of situations examined, there was no premium paid to high vote shareholders Situations In situations with a founding family / controlling shareholder (9 of 29), range of premiums is 0% to 57%, with a median of 22% Illustrative sum-of-the-parts analysis, based on selected publicly-traded beer, wine and spirit companies Public Implies an increased in P/E multiple for Gemini of ~0.9x to ~3.5x assuming Gemini trades closer to its implied valuation Company based on publicly-traded alcohol companies Analysis Illustrative regression analysis, based on Geminis growth and margin profile in the context of publicly-traded alcohol companies implies an increased P/E multiple for Gemini of ~3.3x to ~4.7x if it trades closer to regression implied trends Source: Company filings, Wall Street research and FactSet.
Confidential Draft Analysis Of Reduced Executive Compensation There may be potential value from reduced compensation available to Gemini if the Sands roles are reduced to non-executive chairman and director, based on other large scale public consumer company compensation benchmarks Of the 46 Consumer Discretionary / Staples companies in the S&P 500 with market caps between $20bn and $100bn evaluated, 14 had non-executive, independent Chairman separate from the CEO; median compensation is $403K Potential Savings Analysis Robert SandsExecutive Chairman FY21 Salary $1.0 Stock / Option Awards 4.1 Other Compensation(1) 4.0 Total FY21 Compensation $9.1 Median Peer Based Non-Exec Chairman Comp. $0.4 Potential Robert Sands Annual Comp. Savings $8.7 Richard SandsExecutive Vice Chairman FY21 Salary $0.9 Stock / Option Awards 3.5 Other Compensation(1) 3.5 Total FY21 Compensation $7.8 Gemini Non-Management Director Retainer Fee $0.1 Gemini Annual Equity Grants 0.2 Potential Director Compensation $0.3 Potential Richard Sands Annual Comp. Savings $7.6 Total Sands Annual Compensation Savings $16.3 Memo: 3-Year Avg. Additional Private Jet $1.5 Pro Forma Value Of Savings Impact Total Sands Annual Compensation Savings $16.3 (-) Taxes @ 20% Rate (3.3) After-Tax Annual Sands Compensation Savings $13.0 Gemini NTM P/E Multiple 21.6x Illustrative Compensation Value $282 Achieved in 2 Yrs @ Illustrative Achieved Discount Rate Range Of Today 7.0% 8.5% 10.0% Gemini Market Cap ($bn) $47.1 Present Value of Savings(2) $282 $246 $239 $233 PV of Savings % of Market Cap 0.6% 0.5% 0.5% 0.5% Class B Shares (mm) 23.2 Implied Premium 5.1% 4.4% 4.3% 4.2% Implied Exch. Ratio 0.05x 0.04x 0.04x 0.04x Source: Company filings. Note: U.S. Dollars in millions. (1) Represents amounts earned under AMIP for Fiscal 2021, 2020 and 2019, Company contributions to 401(k) / Profit Sharing Plan, non-elective contributions under Non-Qualified Savings Plan and aggregate incremental cost of perquisites and personal benefits. (2) Assumes illustrative future value of after-tax savings valued at Gemini P/E of 21.6x.
Confidential Draft Analysis At Various Potential Exchange Ratios / Premiums Summary Metrics At Various Illustrative Exchange Ratios / Premiums Exchange Premium 5.0% 10.0% 15.0% 20.0% 25.0% 30.0% 35.0% Exchange Ratio 1.00x 1.05x 1.10x 1.15x 1.20x 1.25x 1.30x 1.35x New Shares Issued to B (mm) 23.2 24.4 25.5 26.7 27.8 29.0 30.2 31.3 Value Of Shares Issued ($bn) $5.8 $6.0 $6.3 $6.5 $6.8 $7.0 $7.2 $7.5 Implied Prem. Paid By Class A To (0.3) (0.5) (0.7) (1.0) (1.2) (1.5) (1.7) Class B ($bn) Implied Premium As % Of Mkt. Cap 0.5% 1.1% 1.6% 2.1% 2.6% 3.1% 3.6% NTM P/E (1) 0.1x 0.3x 0.4x 0.5x 0.6x 0.8x 0.9x â^ Required To Breakeven Pro Forma Class A Ownership 87.7% 87.2% 86.7% 86.2% 85.6% 85.1% 84.6% 84.1% Pro Forma Class B Ownership 12.3% 12.8% 13.3% 13.8% 14.4% 14.9% 15.4% 15.9% Pro Forma Sands Ownership 16.9% 17.4% 17.9% 18.4% 18.9% 19.3% 19.8% 20.3% Illustrative Compensation Value ($bn)(2) $0.3 $0.3 $0.3 $0.3 $0.3 $0.3 $0.3 $0.3 For Implied Premium Incl. Compensation (0.6%) (0.1%) 0.5% 1.0% 1.5% 2.0% 2.5% 3.0% reference Value (% Of Market Cap) (3) (0.1x) (0.0x) +0.1x +0.3x +0.4x +0.5x +0.6x +0.8x NTM P/E â^ Required To Breakeven +1x P/E is equivalent to ~$2.2bn of incremental value to Gemini Initial proposal Source: Company filings, Wall Street research and FactSet. Note: U.S. Dollars in billions, except per share amounts. Share counts in millions. (1) Implied P/E multiple change required for implied PF share price to equal current share price. (2) Based on illustrative annual compensation savings of $16.3mm tax affected at 20% and valued at Gemini current P/E multiple of 21.6x. (3) Implied P/E multiple change required for implied PF share price (including compensation value add back) to equal current share price.
Confidential Draft Stock Vs. Cash Exchange Premium Considerations Illustrative Cash vs. Stock Premium Analysis Cash Premium Considerations 1.35x Exchange (~$1.7bn) And P/E Multiple Based Approach Provides Class B holders with increased upfront cash proceeds Potential tax implications for Class B holders if receiving cash Lower pro forma equity ownership for the Class B Reduces dilution to Class A shareholders given less shares issued Class A holders will receive greater share of any value creation post-reclassification given lower dilution Any cash premium likely may need to be evaluated in the overall context of Geminis capital allocation policy No Uplift +1.0x Uplift Cash Stock Cash Stock Current NTM P/E Multiple 21.6x 21.6x 21.6x 21.6x Multiple â^ +1.0x +1.0x Pro Forma Multiple 21.6x 21.6x 22.6x 22.6x NTM EPS $11.50 $11.50 $11.50 $11.50 After-Tax Financing Costs(1) (0.36) (0.36) Dilution Impact(2) (0.47) (0.47) Pro Forma NTM EPS $11.14 $11.03 $11.14 $11.03 Pro Forma Share Price $241 $239 $252 $250 % vs. Current Share Price of $249 (3.1%) (4.1%) +1.4% +0.3% Source: Company filings, Wall Street research and FactSet. (1) Assumes premium paid to Class B shareholders financed 100% with debt and assuming illustrative 5% interest rate and 20% tax rate. (2) Assumes 1.35x exchange ratio.
Confidential Draft Gemini Governance Profile Vs. S&P 500 Geminis dual-class structure is an outlier relative to other S&P 500 companies (~8% have unequal voting share classes) Majority of other corporate governance provisions generally in-line with the S&P500, except for a few, including majority vote standard to elect directors, action by written consent, no ability for shareholders to call special meetings and proxy access Board Details Y/N S&P(1) Classified 13% Board Directors removed only 25% for cause Supermajority vote to 14% remove directors Board fills all vacant 80% seats Separate Chair / CEO 57% positions Average director 60 63 age Lead Independent ? 57% Director Majority vote standard 90% to elect Average director 12 9 tenure Voting Details Y/N S&P(1) Cumulative 3% voting Unanimous written 27% consent Supermajority for 18% mergers Supermajority to amend 36% all charter provisions Supermajority to amend 23% all bylaw provisions Advance notice for 99% proposals / nominations Action by written 32% consent Shareholders can call 67% special meetings Proxy access 83% Other Provision Details Y/N S&P(1) Blank check preferred 95% stock Board can amend bylaws 99% without S/H approval Fair price 11% provision Poison pill in 1% force Ownership 11% limit Exclusive 50% forum Unequal voting 8% share classes Policy In-Line With S&P 500 Policy Not In-Line With S&P 500 Source: Company filings and FactSet. (1) Represents percentage of S&P 500 companies with provision.
Confidential Draft Illustrative Proposal Response Key Terms The Special Committees receptivity to considering an appropriate premium in the declassification is tied to the Sands Familys agreement to more directly align the companys corporate governance structures with that of a company that is not controlled, including the following: Sands Family Board Representation Sands Family Roles & Compensation Standstill & Lock-up Board Leadership Majority Vote Standard Renomination rights for Messrs. Robert and Richard Sands over time following the declassification Transition to non-executive roles for Messrs. Robert and Richard Sands and alignment of compensation to typical non-executive standards Potential restrictions on acquiring or selling material amounts of shares post-declassification Near-term refreshment or rotation of the Lead Independent Director role Transition to a majority vote standard for [uncontested director elections] in conjunction with the declassification
Confidential Draft Illustrative Response Key Talking Points Centerview / Potter to call Greenhill / WLRK The Special Committee has had several meetings since your clients proposal came in and has considered, among other things, precedent transactions as well as shareholder feedback that has been shared with the Committee. We would note, as a preliminary matter, that all of the precedents arose at particular times and in particular contexts that make it difficult to draw conclusions that are applicable to your clients proposal We can say the following at a high level: The Special Committee is open to considering a premium of some amount Without characterizing further what some amount means, it is clear that it is not the level that the Sands Family has proposed However, the Special Committees receptivity to considering an appropriate premium to the Sands Family to relinquish its control in the declassification is tied to the Sands Familys agreement to address a broader set of corporate governance matters at the company that would more directly align the companys governance with that of a non-controlled company We have laid these items out in the document we have sent to you We are asking that you take it to your client and come back to us We will walk you through the page, but first the overall concept is this: If stockholders are asked to pay a control premium for a declassification, it is the Special Committees belief that stockholders would expect that the governance features laid out in the document provided would also be addressed to more directly align the companys governance with that of a non-controlled company. If the Sands Family wants to continue to maintain significant control through ongoing nomination rights, the legacy board and committee leadership, ongoing executive roles and compensation, and their large voting block with no standstill, stockholders are going to ask what is the premium for? The Sands Family still has de facto control of the company We are hearing this exact point directly from stockholders If a declassification is to occur, the Special Committee is seeking to set up the companys governance structure appropriately for the long-term such that it is more directly aligned with that of a non-controlled company. There is a reason so many companies run into trouble post-declassification If stockholders approve a declassification at a premium, and the board has not addressed the governance structure, the board is likely to immediately face pressure to evolve ... or else Part of its goal as a Special Committee is to lay that groundwork now, so the Special Committee members can represent to their fellow directors that there is a plan going forward and this is not setting the company up for immediate near term stockholder activism pressure
Supplemental Reference Materials
Confidential Draft Potential Rationale For Declassification In Precedent Situations Rationale Applicability Selected Observations Shareholder Friendly / One Share One Vote Relevant Precedents Expand Potential Investor Base Reduced Complexity Of A Sale / Merger Other Governance Improvements Feedback From Shareholders Part Of Succession Planning Improved Liquidity Corporate governance trends continuing to favor one share one vote and ISS generally unsupportive of dual-class voting structures Other family / founder controller situations where reclassification reduced voting control below 50% Potential for inclusion in certain funds which exclude companies with dual-class structures May increases likelihood that all shareholders can realize a control premium at some point Potential agreement / commitment to make other governance changes Selected shareholders have generally expressed support for a reclassification, but some stated concern around the proposed premium Unclear if reclassification is part of broader Sands succession planning Unclear if increased Class A share count will materially improve liquidity given Gemini scale and Class A shares already very liquid
Confidential Draft Summary Of Selected Prior Share Reclassification Situations Evaluated 29 prior reclassification situations since 2001 (companies over $500mm market cap at time of announcement) In the 9 family / founder situations, all but 2 included a premium paid to the family Only 1 of the 20 situations without a family / founder controller had a premium paid (in CTE 50.2% of the high vote stock was owned by a single holder L3; 29% of total vote) High Vote Class Ownership Dynamics Announced Premium As % Of Market Cap No Family / Founder Controlling Shareholder (e.g., Chipotle) Family / Founder Controlling Shareholder (e.g., Forest City) Chart reflects max, min and median of selected prior reclassification situations (n=29) Max Median Min Announced Exchange Premium Max Median Min Family / Founder No Family / Founder Controlling Shareholder Controlling Shareholder Source: Company filings and FactSet.
Confidential Draft Selected Prior Share Reclassification Situations Represents selected prior reclassification situations since 2000 for companies with >$500mm market capitalization at announcement No Family / Founder Family / Founder Controlling Shareholder Controlling Shareholder Total High Vote HV / LV Ann. Prem. Date Equity Val. Votes Economic Voting Exchange Cash / Stock Exchange % of Company Ann. @ Ann. (H / L) (Pre / Post) (Pre / Post) Ratio Mix Prem.(1) Mkt Cap Commentary / Rationale National Research 09/17 $1.0 1 / 0.01 14% / 14% 94% / 14% 1.00x 36% / 64% 57% 8% HV traded at ~57% prem.; Offer in-line with trading; LV 1/6th dividend Morris Family controlled majority of Class B shares; Elects 4 of 9 Directors; Engine Stewart Info 01/16 0.8 1 / 1 4% / 4% 4% / 4% 1.00x 26% / 74% 35% 2% Capital on board pre-reclass Activist situation with rumored M&A; Ratner family elects majority Forest City 12/16 5.5 10 / 1 7% / 9% 44% / 9% 1.31x / 100% 31% 3% of Board; Board evaluation of alternatives Trustee sought potential share sale, Company offered premium; Hubbell 08/15 5.7 20 / 1 12% / 12% 74% / 12% 1.00x 22% / 78% 28% 3% Standstill agreement with Trustee Family controller Trust desired diversification; Readers Digest 04/02 2.3 1 / 12% / 15% 100% / 15% 1.22x / 100% 22% 3% Sent first proposal ~30% premium Taubman family controller desired premium; no premium for Sothebys (2) 09/05 1.0 10 / 1 22% / 12% 62% / 12% 0.51x 58% / 42% 19% 13% other Class B shareholders given Class B O/S below 50% Robert Mondavi 08/04 0.6 10 / 1 36% / 40% 85% / 40% 1.17x / 100% 17% 7% Deal maintained announced 1.165x ratio Alberto-Culver 10/03 3.6 1 / 0 55% / 55% 92% / 55% 1.00x / 100% -- Liquidity; Investor confusion; Governance Aarons Inc. 09/10 1.4 1 / 14% / 14% 100% / 14% 1.00x / 100% -- Liquidity; Align vote/econ; Attract investors Minimum 4% / 4% 4% / 4% 0.51x --Median 14% / 14% 85% / 14% 1.00x 22% 3% Maximum 55% / 55% 100% / 55% 1.31x 57% 13% CTE 04/03 $0.9 15 / 1 9% / 9% 58% / 9% 1.09x / 100% 9% 1% Single holder, L3, has 50.2% of high vote and 29% of total vote Snowflake 03/21 76.6 10 / 1 82% / 82% 98% / 82% 1.00x / 100% -- Class B shares held by Pre-IPO investors converted to Class A shares VMware 10/21 67.8 10 / 1 73% / 73% 96% / 73% 1.00x / 100% -- Spin-related distribution SAP 02/01 48.8 1 / 58% / 58% 100% / 58% 1.00x / 100% -- Transparent cap structure; greater flexibility; governance Time Warner Cable 05/08 30.5 10 / 1 8% / 8% 45% / 8% 1.00x / 100% -- Spin-related distribution Conoco 07/01 17.3 5 / 1 70% / 70% 92% / 70% 1.00x / 100% -- Spin-related distribution Raytheon 02/01 12.2 1 / 1(3) 70% / 70% 70% / 70% 1.00x / 100% -- Spin-related distribution GameStop 12/06 4.2 10 / 1 39% / 39% 87% / 39% 1.00x / 100% -- Simplify cap. structure; liquidity; governance Waddell Reed 12/00 3.0 5 / 1 48% / 48% 82% / 48% 1.00x / 100% -- Reduce investor confusion, liquidity, simplify capital structure Chipotle 10/09 2.6 10 / 1 52% / 52% 92% / 52% 1.00x / 100% -- Eliminate discount; liquidity; attract investors Agere Systems 12/04 2.4 1 / 1(3) 52% / 52% 52% / 52% 1.00x / 100% -- Liquidity; Investor confusion; improve governance Victory Capital 09/21 2.3 10 / 1 76% / 76% 97% / 76% 1.00x / 100% -- Strengthen governance; increase inclusion in indices; eliminate confusion Eagle Materials 01/06 2.3 1 / 1(4) 48% / 48% 48% / 48% 1.00x / 100% -- Simplify cap. structure; liquidity; investor confusion Freeport-McMoran 02/02 2.1 1 / 1(3) 61% / 61% 61% / 61% 1.00x / 100% -- Spin-related distribution SunPower 09/11 1.1 8 / 1 42% / 42% 85% / 42% 1.00x / 100% -- Spin-related distribution Curtiss 02/05 1.1 1 / 1(3) 41% / 41% 41% / 41% 1.00x / 100% -- Spin-related distribution Gartner Inc. 02/05 1.0 1 / 1(3) 20% / 20% 20% / 20% 1.00x / 100% -- Maintained vote / econ%; Lost director majority FECI 02/03 0.9 1 / 1(3) 54% / 54% 54% / 54% 1.00x / 100% -- Spin-related distribution Mueller Water 10/09 0.7 8 / 1 74% / 74% 96% / 74% 1.00x / 100% -- Liquidity; reduce investor confusion; improve governance Triarc Companies 04/08 0.6 1 / 0.1 31% / 31% 82% / 31% 1.00x / 100% -- Acquiror in competitive merger process Minimum 8% / 8% 20% / 8% 1.00x --Median 50% / 50% 76% / 50% 1.00x --Maximum 74% / 74% 100% / 74% 1.09x 9% 1% Source: Company filings and FactSet. Includes companies above $500mm equity value at announcement of reclassification. (1) Defined as ((Exchange Ratio + Cash Consideration) / Low Vote Shares1) on last trading day prior to announcement. (2) Only Taubman family Class B shares were exchanged at premium for cash and stock. Remaining Class B shares were automatically converted to Class A according to the Articles as outstanding Class B shares represented less than 50% of aggregate votes. (3) Class B entitled to elect 80% of Directors. Same voting power as Class A on all other matters. (4) Class B shares entitled to elect 85% of Directors. Same voting power on all other matters.
Confidential Draft Observations On Market Implied Exchange Ratio / Premium Based on Gemini stock trading dynamics post-disclosure of the reclassification proposal on April 4, it appears that investors may be expecting a premium to be paid to Class B holders of between ~14%21% Implied Exchange 1-Day Reaction Class A Price Prior to Announce $233.71 Class A Closing Price Post-Announce 229.71 % Gemini Change (1.7%) Class A Diluted Shares (mm)(1) 169.2 Class A Mkt Cap Prior to Announce $39,534 Class A Mkt Cap Post-Announce 38,858 Implied Prem. Paid By Class A To B (677) Implied Prem. as % of Mkt. Cap 1.4% Current Class B Shares (mm) 23.2 Implied Class B Premium / Share $29.15 Class A Price Prior to Announce 233.71 Implied Class B Price Incl. Prem. $262.86 Implied Exchange Ratio 1.14x Implied Exchange 1-Day Reaction vs. Peers Class A Price Prior to Announce $233.71 Adj. Class A Closing Price Post-Annc. 228.71 % Gemini Change Adj. Performance(2) (1.7%) (2.1%) % Peer Change 0.4% Class A Diluted Shares (mm)(1) 169.2 Class A Mkt Cap Prior to Announce $39,534 Adj. Class A Mkt Cap Post-Announce 38,689 Implied Prem. Paid By Class A To B (845) Implied Prem. as % of Mkt. Cap 1.8% Current Class B Shares 23.2 Implied Class B Premium / Share $36.42 Class A Price Prior to Announce 233.71 Implied Class B Price Incl. Prem. $270.13 Implied Exchange Ratio 1.18x Implied Exchange 1-Day Reaction vs. S&P Class A Price Prior to Announce $233.71 Adj. Class A Closing Price Post-Annc. 227.82 % Gemini Change Adj. Performance(3) (1.7%) (2.5%) % S&P 500 Change 0.8% Class A Diluted Shares (mm)(1) 169.2 Class A Mkt Cap Prior to Announce $39,534 Adj. Class A Mkt Cap Post-Announce 38,538 Implied Prem. Paid By Class A To B (997) Implied Prem. as % of Mkt. Cap 2.1% Current Class B Shares 23.2 Implied Class B Premium / Share $42.94 Class A Price Prior to Announce 233.71 Implied Class B Price Incl. Prem. $276.65 Implied Exchange Ratio 1.21x Source: Company filings and FactSet. Note: U.S. Dollars in millions, except per share amounts. Share counts as of 13-D disclosure on April 4, 2022, excluding impact of $500mm ASR announced on April 7, 2022. (1) Class A common shares plus Class 1 shares plus dilution. (2) Represents difference between Gemini 1-day reaction of (1.7%) and peer performance of +0.4%. Peers include selected large cap beer, wine and spirits companies. (3) Represents difference between Gemini 1-day reaction of (1.7%) and S&P performance of +0.8%.
Confidential Draft Review Of Class A And Class B Trading Following 13-D Disclosure Generally difficult to draw conclusions from Class A and B current trading dynamics post-disclosure on April 4, given very low liquidity / trading volumes of Class B shares Trading Performance And Implied Premium Since Disclosure Initial 35% 4/1 4/4 4/5 4/6 4/7 4/8 4/11 4/12 4/13 4/14 4/18 4/19 4/20 4/21 4/22 4/25 Proposal Implied Class A Dilution / Premium to Class B (1) ($mm) $1,748 $861 $889 $606 $754 $538 $657 $641 $660 $583 $728 $566 $554 $669 $706 $565 Implied Class A Dilution / Premium to Class B (1) as % of Market Cap 3.6% 2.0% 2.0% 1.4% 1.6% 1.1% 1.4% 1.3% 1.4% 1.2% 1.5% 1.2% 1.1% 1.4% 1.5% 1.2% Prior Class B S/H Ownership 15.6% 12% 14% 14% 13% 14% 13% 13% 13% 13% 13% 14% 13% 13% 14% 14% 13% Class B Daily Trading Volume (# of shares) 1,424 1,761 1,305 220 736 452 704 134 1,017 -- 317 -- 220 Class A Price Class B Price Implied Exchange Ratio Source: Company filings and FactSet. Note: Assumes an all-stock exchange / reclassification. (1) Calculated as incremental shares issued to current Class B S/H * pro forma share price. (2) Share counts on 4/14 and after based on Gemini 10-K filed April 21, 2022. (3) Peers include AB InBev, Asahi, Becle, Boston Beer, Brown-Forman, Campari, Carlsberg, Diageo, Duckhorn, Heineken, Kirin, Molson Coors, Pernod Ricard, Remy Cointreau, Treasury Wine and Vintage Wine.
Confidential Draft Summary Gemini Financial Profile Gemini expected revenue CAGR of +7% (+8% for Beer and +4% for Wine & Spirits)(1) Expected EBIT margin of 33% (~36% for Beer and 23% for Wine & Spirits)(1) 23-25E Gemini Financials (Fiscal Year Ending February 28) CAGR Revenue EBIT (Excluding Canopy) Source: FactSet and Wall Street research. Note: U.S. Dollars in millions. FY21A financials pro forma for Wine & Spirits divestitures. (1) Based on FY23-FY25 consensus expected revenue growth and FY23 consensus EBIT margin. (2) Corporate cost allocation based on EBIT contribution by segment. EBIT CAGRs shown exclude corporate.
Confidential Draft Gemini Benchmarking vs. Publicly-Traded Alcohol Companies Gemini Beer segment exhibits the highest growth and margin among peers, while Wine & Spirits growth and margin is among low-to-mid group CY22-24E Revenue CY22E EBIT Margin Price / NTM EPS Beer Wine & Spirits (W&S) Gemini (Beer) 8% Gemini (Beer) 36% (1) Boston Beer 24.0x Boston Beer 7% AB InBev 26% Heineken 20.8x Heineken 6% Heineken 16% Carlsberg 17.9x AB InBev 5% Carlsberg 15% AB InBev 16.3x Carlsberg 4% Molson Coors 13% Asahi 14.7x Asahi 3% Boston Beer 10% Molson Coors 13.2x Kirin 2% Asahi 9% Kirin 12.1x Molson Coors 1% Kirin 8% Median: 16.3x Median: 4% Median: 13% Vintage Wine 16% Diageo 31% Remy Cointreau 37.8x (2) Becle 14% Brown-Forman 31% Brown-Forman 35.3x Duckhorn (2) Pernod Ricard 9% 28% Campari 35.0x Remy Cointreau 9% Duckhorn 28% Duckhorn 28.9x FY25 Pernod Ricard 6% Remy Cointreau 26% expected 25% Becle 28.7x Campari 6% Gemini (W&S) 22%(1) Diageo 25.6x Diageo 6% Treasury Wine 22% Pernod Ricard 22.6x Brown-Forman 6% Campari 20% Vintage Wine 21.1x Treasury Wine 5% Becle 19% Treasury Wine 21.0x Gemini (W&S) 3% Vintage Wine 14% Median: 28.6x Median: 6% Median: 26% Beer Wine Spirits Source: Company filings, Wall Street research and FactSet. Note: U.S. Dollars in millions. (1) Corporate cost allocation based on EBIT contribution by segment. (2) Represents CY22E CY23E growth rates due to lack of availability of CY24E estimates.
Confidential Draft Illustrative Sum-Of-The-Parts Analysis Illustrative sum-of-the-parts analysis based on selected multiples from publicly-traded beer, wine and spirits companies indicates that Gemini may be trading at a discount vs. its SOTP implied P/E multiple Weighted Average P/E Multiple Commentary EBIT % Price / NTM EPS Multiple Contribution Contribution(1) Low High Low High Beer 85% 23.0x 25.0x 19.6x 21.3x Highest growth and margin among beer peers Low-to-mid growth and margin profile among Wine & Spirits 15% 20.0x 26.0x 3.0x 3.9x wine and spirits peers Implied Weighted Avg. P/E 22.6x 25.1x Gemini Current P/E 21.6x 21.6x Implied P/E Multiple (%) +4% +16% Implied P/E Multiple +0.9x +3.5x Source: Company filings, Wall Street research and FactSet. (1) Based on fiscal year 2023 (ending February 28) EBIT contributions.
Confidential Draft Gemini P/E Multiple Excluding Canopy Adjusting Geminis P/E multiple for the Canopy stake market value and earnings implies that Gemini is trading at a ~1x lower P/E than otherwise observed Gemini investors and analysts indicate some potential valuation discount may be attributable to Canopy / capital allocation and associated corporate governance Implied NTM P/E (Ex-Canopy) Current Gemini Share Price $248.74 (-) Canopy Value per Gemini Share (4.16)(1) Gemini Price ex-Canopy $244.58 Gemini NTM EPS (incl. Canopy) $11.49 (+) Add-back Canopy Loss per Gemini Share 0.36 Gemini NTM EPS ex-Canopy $11.86 Gemini Implied P/E ex-Canopy 20.6x Gemini Current P/E 21.6x Gemini Current P/E vs. P/E ex-Canopy +1.0x Low High Implied Peer-Based Weighted Avg. P/E 22.6x 25.1x Implied Incremental P/E Multiple +1.0x +1.0x Implied P/E Multiple Vs. Implied Ex-Canopy P/E Of 21.5x +1.9x +4.5x Selected Analyst / Investor Quotes Overall, given the market has been concerned over capital allocation, we believe investors would react favorably to [Gemini] consolidating into a single share class with the Sands Family giving up voting control We think some of the stocks valuation discount in our minds around capital allocation concerns will be reduced We have written at length about [Geminis] patchy capital allocation track record, including Ballast Point, Mexicali and Canopy ...The companys current valuation discount to the broader market on a P/E basis is not wholly due to the control shares, in our view. Managements decisions with regard to capital allocation particularly the Canopy acquisition have contributed at least as much to the valuation gap as the control shares have. Source: Company filings, Wall Street research and FactSet. (1) Based on the current market value of Geminis ~35% ownership stake in Canopy Growth.
Confidential Draft Illustrative Regression Analysis Regression analysis of beer, wine and spirit company growth and margins vs. valuation multiple implies an increased P/E multiple for Gemini if it trades closer to regression implied trends Revenue Growth vs. NTM P/E Operating Margin vs. NTM P/E 22E 24E Revenue Growth 22E Operating Margin Beer Wine Spirits Source: Company filings, Wall Street research and FactSet. Note: Beer companies include AB InBev, Asahi, Boston Beer, Carlsberg, Heineken, Kirin and Molson Coors. Wine companies include Duckhorn and Treasury Wine. Spirits companies include Brown-Forman, Campari, Diageo, Pernod Ricard and Remy Cointreau. Correlations exclude Gemini.
Confidential Draft Illustrative Implied P/E Multiple Summary Illustrative sum-of-the-parts and regression analyses implies an increased P/E multiple for Gemini of +0.9x to +4.7x, assuming Gemini trades closer to the implied valuations based on publicly-traded alcohol companies Sum-Of-The-Parts Analysis Regression Analysis (50% Credit) Low High Revenue Growth EBIT Margin Implied NTM P/E Multiple 22.6x 25.1x 25.0x 26.4x Current NTM P/E Multiple 21.6x 21.6x 21.6x 21.6x Implied NTM P/E Multiple +0.9x +3.5x +3.3x +4.7x Additional +1.0x ex-Canopy(1) Increase in Total Market Cap ($bn)(2) +$2.0 +$7.7 +$7.3 +$10.4 Additional Value to Class A ($bn)(3) +1.8 +6.8 +6.4 +9.1 Implied Value Creation % +4% +16% +16% +22% (Mkt Cap & Class A) +1x P/E is equivalent to ~$2.2bn of incremental value to Gemini Source: Company filings, Wall Street research and FactSet. Note: U.S. Dollars in billions, except per share amounts. Share counts in millions. (1) Adjusted for the current market value of Geminis ~35% ownership stake in Canopy and the attributable Canopy losses. (2) Total market cap calculated using only Class A share price. Includes impact of dilution from 4.4mm shares of options outstanding at $131.89 strike price, 0.3mm shares of RSUs and 0.2mm shares of PSUs. (3) Class A calculated as Gemini FDSO (190.3mm) excluding current Class B shares (23.2mm), assuming no premium to Class B shares.