Greetings, welcome to the Nomad Foods acquisition of Fortenova's Frozen Food Business Group. At this time, all participants are in a listen only mode. The question and answer session will follow the formal presentation. If anyone should require operator assistance during the conference, please press star zero on your telephone keypad. As a reminder, this conference is being recorded. It's now my pleasure to hand today's call over to management. Thank you. You may begin. Thank you for joining us on the call today. We are excited to announce our agreement to acquire the Frozen Food Business Group from the Fortenova Group this morning. With me on the call today are Chief Executive Officer, Stéfan Descheemaeker, and Chief Financial Officer, Samy Zekhout. They'll be joined by our co-founders, Noam Gottesman and Martin Franklin, for Q&A following our prepared remarks. Before we begin, please note that the comments during today's call and the accompanying presentation contain forward-looking statements within the meaning of the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts are considered forward-looking statements. These statements are based on management's current expectations and beliefs, as well as a number of assumptions concerning future events. We do not undertake to update any forward-looking information provided on this call, except as required by applicable securities laws. Such forward-looking statements are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from the results discussed in the forward-looking statements. Some of these risks and uncertainties are identified and discussed in the company's filings with the SEC. We will also refer to certain forward-looking non-IFRS financial measures. Please review the disclaimers relating to these non-IFRS financial measures, which are included in the accompanying presentation for this call. One final note is that unless otherwise stated, we will be referring to the Frozen Food Business Group, also known as FFBG, as Fortenova throughout this call. With that, I will hand the call over to Stéfan. Good morning, good afternoon, and thank you for joining us on short notice. We are thrilled to announce that we have entered into an agreement with the Fortenova Group to acquire their Frozen Food Business Group, which includes an iconic portfolio of brands such as Ledo and Frikom. These brands have incredible consumer awareness with unparalleled number one share in several countries. They stand for high quality food that is convenient and nutritious. As you've come to learn, that in many ways, the Birds Eye is your fingers of the backend. This acquisition expands our geographic footprint into eight new markets in Central and Eastern Europe, where we are currently not present. Croatia, Serbia, Bosnia and Herzegovina, Hungary, Slovenia and many more. As you'll hear, the financial impact of this transaction is quite meaningful given its size our synergy plans and the attractive underlying growth of these brands. With that, let's jump right into the details of the transaction. To repeat, we are acquiring the frozen food assets of Fortenova Group. As you may know, Fortenova is a Croatia-based conglomerate with operations which include retail, agriculture, beverage, spreads, and frozen food. The perimeter of this transaction is specifically around their frozen food business, including both frozen savory and ice cream. The purchase price of EUR 615 million represents a valuation of under 10 times the EBITDA when including approximately EUR 15 million of underlying synergies. This is an exciting transaction for Nomad, both strategically and financially. Strategically, it meets three important criteria. First, it expands our footprint into Central and Eastern Europe, where we do not currently have a presence. These are developing countries where the potential growth is approximately two times of our existing Western European markets. We are entering these markets with number one brands, which are institutions in their respective countries. For example, Ledo is one of Croatia's most loved brands, with consumer loyalty on par with brands such as Coca-Cola, Milka, and Häagen-Dazs. Second, it introduces us to ice cream, an exciting new product adjacency to our core frozen food portfolio. It is a new category for Nomad, one where we expect to learn a lot. Finally, given the strength of Fortenova's management team and its strong operation footprint, this acquisition also creates a platform for us to expand further with the expansive Central and Eastern Europe region. That was the strategic rationale. Let's now turn to the financial impact of this transaction. Firstly, this is an impactful and sizable transaction for us. We expect it to generate nearly EUR 300 million of revenues and over EUR 50 million of adjusted EBITDA in 2021 on an annualized basis. That creates a combined annualized revenue base of nearly EUR 3 billion and adjusted EPS base of over $2 per share in US dollars. The attractive financial profile of this business will enhance our overall organic revenue and adjusted EBITDA growth profiles. We're expecting to realize approximately EUR 15 million of annual run-rate synergies by 2024 and see a path to growing the adjusted EBITDA base of this business by approximately 50%. We expect this transaction to be high single digit accretive to adjusted EPS in the first full year post-close. Samy will discuss financing and capital structure in more detail, but the headlines are that we plan to finance this deal through cash and borrowings while maintaining a reasonable leverage profile. Finally, we expect the deal to close during the third quarter of this year. I'd like to provide you with some more details of this business. We covered many of these points already, to recap, these are unparalleled market-leading brands in countries like Croatia and Serbia, where the outlook for growth is nearly two times that of Western Europe. Ledo and Frikom operate a similar global local model to our brands. For example, Ledo is known as local brand in Croatia, although it also operates in other countries. The same goes for Frikom, which is a core brand in Serbia. The business has an even balance between frozen, savory, and ice cream, which each represent roughly 50% of sales. Similar to Nomad, the savory frozen portfolio here has strong representation within fish and vegetables. Ledo and Frikom both have strong market share, especially in the larger markets in Croatia and Serbia. As a result, private label share is relatively low. Fortenova has a unique go-to-market in this region and co-distributes its savory and ice cream categories. Here you see a snapshot of the different types of products that this portfolio offers. A wide range of high-quality frozen food staples with many similarities to our existing portfolio on the savory side. Fortenova has an incredible ice cream portfolio ranging across multiple need states, price points, and channels. One important area of exposure is Croatian tourism, which has effectively been closed for business over the past year. We look forward to the post-pandemic recovery here and learning more about this highly profitable and dynamic category. Looking at the map, we can see that Fortenova's geographic footprint is meaningfully relative to our existing business. With nearly EUR 300 million in revenue, this business will represent 10% of our combined revenues. It provides us access to over 30 million new consumers, which is comparable to the average number of consumers in the U.K., Italy, and Germany. Finally, on people. Fortenova has 3,000 employees, a fantastic management team, and a culture that we think will fit perfectly within Nomad Foods organization. We've developed a global local model over the years that realizes the benefit of pan-European scale and capabilities while adhering to each market's unique local characteristics and traditions. For example, while we sell the same brands in France, Italy, Sweden, and other countries, it is clear that food and consumer tastes are local. Our portfolio marketing and go-to-market are adapted as such. We intend to do just that with this acquisition. I'd like to contextualize the size and impact that this acquisition will have on our combined business. U.K., Italy, and Germany, as you know, are our three largest markets. However, the Fortenova frozen food business becomes our fourth largest business when viewed as a combined region. It will be around 9% of our revenues, so it's quite meaningful to Nomad's total revenue base. On the right, we also show pro forma category mix, where fish and vegetables will continue to represent the large majority of our business. We have developed a repeatable M&A playbook and have exciting plans to leverage the combined scale and expertise of Nomad Foods and Fortenova. Our plans are very much in line with global local model that I just outlined. As the European frozen food leader a pure play, we have scale, multi-geography expertise, and strong discipline when it comes to expense and working capital management. We expect this to result in approximately EUR 15 million of run-rate synergies by 2024. At the same time, we also believe we will learn and benefit from Fortenova in many ways. These are potential reverse synergies that we have not yet quantified. For example, they are an exceptional ice cream company. This is a category that is new to us and one we're excited to enter. Our business plan will be to optimize the local portfolio within the existing distribution. As we learn more, we will evaluate other ways of leveraging the operational footprint and innovation leadership in ice cream. As I stated up front, the acquisition of this business creates a strategic platform for growth in Central and Eastern Europe. We intend to do this both organically and inorganically. Finally, Fortenova has a unique and well-established route to market where we believe we have an opportunity to learn. With that, I will hand it over to Samy to discuss the financial overview of this transaction in greater detail. Samy? Thank you, Stéfan, and thank you all for joining us on the call today. This is an exciting day for Nomad Foods as the acquisition of Fortenova expands our portfolio into a new and dynamic European geography with an incredible branded portfolio of local jewels. In terms of deal highlights, we are paying approximately EUR 650 million to acquire this business, which equates to under 10x EBITDA including synergies. You heard Stéfan outline the sound strategic rationale for this deal. We expect it to be equally impactful from a financial perspective for the following reasons. First, we expect Fortenova to generate mid-single digit organic revenue growth, 2x that of our existing business, with an opportunity to grow adjusted EBITDA by 50%. Second, with synergies, we have a clear line of sight to over 20% EBITDA margin within three years of close. With nearly EUR 300 million of revenue expected this year, this business will represent approximately 10% of our combined annualized revenue base in 2021. On the same basis, this equates to adjusted EPS of over $2. We expect this deal to be high single-digit accretive to adjusted EPS in the first full year of post-close. We expect the deal to close in the third quarter of this year and plan to reflect this business in our 2021 guidance at that time. In terms of capital structure, this transaction is expected to take our pro forma leverage up from 2.8-3.8. With the cash that we generate, we expect to de-lever to under 3x by the end of 2022. We continue to maintain a moderate leverage profile and remain committed to a strong credit rating. You've seen this slide many times before. This is our stated M&A criteria, which we've remained very disciplined on. This transaction checks all of the boxes that you see here, taking us into new categories, countries, and channels, and has a clear path to growth, generates strong cash flow, and has a very compelling strategic and financial rationale. With valuation under 10x EBITDA, with synergies, we believe we paid a reasonable valuation for these rare assets. We have developed a strong track record for acquiring and integrating complementary frozen food acquisitions since Nomad's formation in 2015. In fact, with combined annual revenues approaching EUR 3 billion this year, we have nearly doubled the revenue base of this business relative to where we first started at Nomad Foods in 2015 when we made our first anchor acquisition, the Iglo Group. This milestone has come through a combination of sustained organic revenue growth and a series of strategic acquisitions you see here on this slide. We have delivered superior financial results over the past five years, with consistent performance year in and year out. Based on our current 2021 guidance, we expect to deliver a five-year revenue growth CAGR of 6%, with balanced contribution from organic growth and acquisitions. This translates to an EPS CAGR of 13%. We remain committed to growing EPS at a double-digit rate, the acquisition of Fortenova puts us in a great position to achieve the long-term financial target that we outlined back in November. You see here that on a combined and annualized basis, we are a company with nearly EUR 3.5 billion revenue and over EUR 2 adjusted EPS this year. With that, I'll hand it back to Stéfan for closing remarks. Thanks, Samy. We're delighted to be able to announce the acquisition of Fortenova Frozen Food Business Group. It is not every day that market-leading brands like Ledo and Frikom come to market. The Fortenova Group recognizes the strategic value and long-term vision of the category that we offer as owners of these brands, and we certainly plan to further develop this business from a very strong foundation. While this is our second acquisition in six months, you should not assume that we are done. Our M&A pipeline is active, and we will continue to pursue unique opportunities as they arise. That could mean entry into new countries, but also complementary categories in existing markets. At the same time, we continue to drive strong organic growth in our existing business through our core portfolio, greenfield, and other white space opportunities. We continue to believe we are in the early stages of value creation and look forward to delivering the strong results that you've come to expect as shareholders in our company. With that, we're happy to take your questions. Thank you. We will now be conducting a question and answer session. If you would like to ask a question, please press star one on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star two if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. One moment please, while we call for your question. Our first question is coming from the line of Rob Dickerson with Jefferies. Please proceed with your questions. All right, great. Thanks so much. Congratulations. I guess just the first question, my questions are more modeling based than strategic, because I think the strategy makes sense. I guess just for 2021, you said EPS will be at least $2 per share. That seems much higher than the high single-digit accretion in year one. Is there anything kind of upfront that's weighted in time to close in the year-end that gives you kind of an unequally weighted bump this year relative to go forward? First question. Well, actually, as we said, we expect it to close in Q3. We mentioned that the EPS is effectively a $2, effectively a pro forma, and it is in line with the high single digit accretion. Okay. No, I appreciate that, Stéfan. Maybe my math's wrong. I was just thinking, I saw its guidance was EUR 150-EUR 155 for the year, playing euro terms. Whatever, I'll circle back. No problem. I guess, second question is just based on the growth target of mid-single digit organic for the business. I guess first, if you could just provide some color as to why you expect that business to be growing as quickly as it is, very simplistically. Secondly, just on the EBITDA margin expectation and dollar growth potential, maybe just explain a little more why you think you can get some synergies out of the business, and maybe it should have performed more efficiently as is. That's all I have. Thanks. Okay. Thanks. Thanks, Rob. The answer is quite simple to your first question. It's a faster-growing category in these countries. The consumption is lower than in Western Europe, obviously, in the U.S. We see that there is definitely an acceleration. A lot to catch up and obviously to be combined with our model, with our flywheel model, where we are going to be fully focused behind these brands. We went through it that we can make it grow even faster. That's that. I think the big thing is, again, and it seems simple, but it's not. We're really so focused. We are few players. We are a unique company from that standpoint in frozen food. It is the only thing we're going to be doing. We're doing it in Western Europe with great brands. These brands again are great brands. That's very important. It's very much the same as Iglo or Birds Eye, then we're going to apply, obviously, everything being locally or globally, we're going to apply the same model. We know that we're going to grow faster than what we do in Western Europe. That's that. At the same time, back to synergies, we're working very hard on the synergies. You know our model. Model is a bit different from other companies. We're investing first. That's quite important. We're investing for growth. Then, you could see that the combination of the synergy we will gain this year, combination of cost, but also obviously of top line. What we haven't quantified yet, which is more to come, is what we can learn from talking about the model is very similar, but there are also some interesting differences that probably we could apply back to Western Europe. If I may, just a really quick follow-up, just in terms of the ice cream side of the business, which is material. Stéfan, I've heard you say a number of times before, there are two categories you'd love to be in would be frozen pizza and ice cream. Ice cream is here. For the time being, at least, it seems as if it's about kind of making the business more efficient, capitalizing on the close-in wins where you exist already with the business, not expanding quickly into Western Europe with ice cream. That could come later, but we shouldn't be expecting that over the next couple of years. Is that fair? I think, Rob, it's fair. It's the same thing. The first thing first, we're going to learn from ice cream. I think it's really a great category, makes a lot of sense, same brand. We're going to learn a lot. If at some stage there are some opportunities abroad, we will use these opportunities. First things first. It's the same thing as I said, Goodfella's is a great example. Goodfella's, we really focus so much on the U.K. and Ireland. Now we are the largest, by the way, it's the highest market share ever over the last seven years at least. It's a big difference. That's exactly the kind of thing we want to do. Then if at some stage there are opportunities for us, especially with our network, let's go for it. All right, great. Thanks so much, guys. Thank you. Our next questions come from the line of Faiza Alwy with Deutsche Bank. Please proceed with your question. Yes. Hi, good morning. Morning. I was wondering if you could share a little bit more about the gross margins on the business? Because the EBITDA margins do look pretty high, so I'm wondering if it's lower SG&A versus gross margins? More or less, actually, the gross margin and the EBITDA margin are in line with the existing normal business, but they are higher when including the synergies. We definitely have an opportunity for gross margin to move up, as we develop our growth plan and our algorithm and realize the synergies. Okay, great. Could you share a little bit more about the seasonality in the business? I know you said that ice cream is obviously a Q2, Q3 focused business. Is there any way to quantify maybe how the seasonality is in terms of both top line and profitability? Oh, let me put it this way. At this stage, I wouldn't go too much into the details of what it is exactly, but it's very clear that when you see, or let's say the normal Savory's Frozen business, it's very much geared towards Q1 and Q4. When you integrate this into the global Nomad Foods, I think it will rebalance a bit the seasonality between the four quarters, which is interesting from that standpoint. Again, obviously, time will tell, but at this stage, that's what you should remember. It's going to rebalance a bit, the importance of the different quarters at the Nomad Foods level. Okay, great. Just last one. This business was part of a bigger company. Are there any costs required upfront to either stand up the business or any costs required to achieve synergies that might hit cash flow? It's included in our business plan overall. As you know, it is part of the acquisition. As you know, when we take over business, there is our integration cost, and our model for M&A is always to invest in the business as required to really fuel profitable growth. We have some time to make some upfront investments. That's all factored into our business plan. Okay, fantastic. Thank you so much. Thank you. Our next questions come from the line of Bill Chappell with Truist Securities. Please proceed with your questions. Hi, this is actually Grant on for Bill. Thanks for taking the question. I guess first one, just on the recent business performance of the group, just hoping to get some more context around that. What has it been growing at? Maybe pre-COVID, is it in line with that mid-single digit organic growth? How do you see that, or how have you seen that kind of change over the past few years? Well, let's say before COVID, actually your point, Bill, it was a very nice business growing nicely, very much in line with the market, which is great. It shows something in terms of brand strength. Then obviously came COVID, and then unsurprisingly, you have obviously the retail side moving up very nicely. It's very much what we have experienced, by the way, Bill, with our own business in Western Europe. At the same time, unsurprisingly, for example, there is a bit of food service and also exposure to Croatian tourism, especially with the ice cream. You can imagine that, for example, in 2020, when the, let's say, the tourist market was literally closed, obviously that had an impact. More people obviously this year, I think it's going to be It becomes little by little a bit better during the summer. Beyond this, quite frankly, I'm not an expert and nobody knows exactly what's going to happen. I think what we see in the long term is these brands are moving very nicely, and we have a lot of tailwinds ahead of us. Got it. Actually one on the competitive dynamics of that Eastern, Central, and Eastern European market. It sounds like with the lower private label share and the strong brand positioning, it may be a little less competitive than Western Europe. Is that fair or are there other strong branded competitors in the market as well? Well, let's say these markets are competitive by nature. Yes, private label is lower. It's lower than in Western Europe. In the Western European market, it's more in the region of 40+, 40%+. Here we're more in the region of 20+. You have these fantastic brands. At the same time, you're going to have an interesting, let's say, two phenomenons. One is we definitely believe that, let's say the consumption is going to grow, and it's going to grow also on top of, let's say, the expansion of the modern trade. At the same time, modern trade will also come with probably with a bit more private label. Again, this is something that is totally fine with us. As you know, it's something that's part of our business model in Western Europe, and we know how to deal with private label the right way. From that standpoint, it's not going to be different. The difference is probably in intrinsic growth to what Sun is doing is higher. Got it. The last one for me, just on ice cream. What are some of the learnings that you're trying to get out of this business? Maybe before it seems like you would expand it further into more Central European countries or potentially add an acquisition for Western Europe. What are you looking to learn about the business, and what kind of thought process or decision-making criteria are you looking at for organic expansion of ice cream versus acquisition platform to expand the ice cream business? Thanks. Obviously, we need to understand how it works at the horeca level, obviously at the food service level, together with the other categories. At the same time, it's a brand new category build, but at the same time, it's interesting. We have a lot of our people that have a good experience in ice cream, and they like it. I think we're going to learn a lot from, let's say, from the buy-side standpoint, but also based on the experience of our people. From there, we will see how big is the importance of distribution versus the power of the brand, and that kind of thing. Again, nothing new from that standpoint. We also need to understand, obviously, the combination and how synergistic they are with the savory products, which we believe is important. Again, how we can learn from this to apply it to other countries. It's a great opportunity for us. That's the only thing I can say. It's absolutely fantastic. That's great. Thank you. I'll pass it along. Thank you. As a reminder if you would like to ask a question please press star one on your telephone keypad. Our next question comes from the line of John Baumgartner with CJS Securities. Please proceed with your question. Hi, it's Charlie Strauzer for John. Good morning. Just picking up on some of the other comments or any questions. Can you, at this point, pursue more acquisitions? Do you feel like you have to digest this more for a bit before you tackle, to kind of get the leverage range down as well? It seems like FFBG would be a great platform for more tuck-ins in Eastern Europe, to kind of expand on that a little bit more. Well, let me answer first financially. We're going to end up, after this acquisition, with a leverage of 3.8x, with a great free cash flow. As you know, it's a good running cash machine, and we'll be lower than three by the end of next year. We believe that there is no reason for us to stop. I would have said probably something like three years ago, let's digest a bit because besides the financial side, we were not fully ready with our business model. Now, in the meantime, I think we have learned a lot, and I think I really feel comfortable to be able, from the management standpoint, on top of the financial standpoint, to do other things. Obviously, you need to be ready. As we know, as M&A, you need to be proactive, but at the same time, you need to be ready when it comes. I know that at some stage, there was some impatience when it will come. You need to be ready when these great opportunities do arise, and that's exactly what happened with the Fortenova and these brands like Ledo and Frikom. Martin, did you want to follow up to that one? Hi, Charlie. I would certainly add that these types of properties don't come around all the time. Stéphane has touched on this, and I'd like to emphasize it. I think that if another region that fits perfectly into our portfolio comes along, I don't think the timing is a factor, and we have more than adequate resources from a management and financial standpoint to absorb another acquisition. These are great opportunities, and they have literally decades of runway with brands that consumers literally have grown up with since childhood. The intangible value of that is an opportunity which obviously we wouldn't want to miss should another region become available. Excellent. Thanks. Thank you. Our next question comes from the line of Andrew Lazar with UBS. Please proceed with your question. Hey, good morning, guys. Samy, maybe just one for you. You mentioned that you were with some impressive targets to extend the revenue base 50% and then have line of sight for 25% EBITDA margins within by year three, I believe. Feel free to correct me on those. Could you just give What planning went into those targets? How much came from cost synergies versus revenue synergies? I guess, how much is it going to come from expanding the current footprint and then bringing some of those brands to Western Europe or conversely bringing some of your, what are the opportunities to bring some of your Birds Eye brands into this new region? Sure, Andrew. I'm going to give you a bit of the perspective. Just to remind us, I mean, on the metrics there, the organic growth of the business, the top line is mid-single digits. We assume the effect of the EBITDA would be in the high single-digit percentage. They are basically with the perspective, they are twice Nomad average, I would say overall. The metric that you need to keep in mind is that the two declared is effectively that we are planning to grow our EBITDA base by 60% over the planning horizon we have mentioned. The growth is really at a different value, it's only valued between cost and commercial synergies. Stéfan has alluded to all of the opportunities we have, and honestly, there are a lot as well. I mean, even part of the brand within our unique assets. From a cost standpoint, we're deploying from the classic algorithm we have through the different parties. We have not yet codified some of the cross-selling opportunities, what effective driver in the rest of the European region or in Western Europe, and vice versa, at this stage. If you think about our algorithm and our replay book, cost, procurement, expense management, NRM, all of that has been influenced in the playbook that has the foundation stone, and that supports the acquisition complete very well. Okay. All right, thank you. I'll pass on. Thank you. Our next questions come from the line of Jacob Nivasch with Credit Suisse. Please proceed with your questions. Hey, thanks, guys. This is Jacob Nivasch here. Just a quick one here. I'm not sure if I missed it, but can you tell us what the revenue was or EBITDA was prior to the pandemic? Any color there? We just mentioned that we have EUR 279, I would say, in this year from a revenue standpoint. I can get you to the specific number. I mean, because we do have trends. I mean, the business was growing pre-COVID, and we're not going to the right now. We'll give you the perspective later on. Gotcha. Okay. I guess, on the synergy side, can you dig a little deeper to what specifically, I guess, where you see synergy creation most acutely? Is it sharing innovation across platforms? Is it perhaps trying to expand the site-based offerings, maybe in Eastern Europe? I guess, any color there would be helpful there. Thanks. Absolutely. No problem. I think on that one, just to get into it, as I was mentioning before, within our playbook, we have a number of, let's say, strategies that we have built, and that are proven to be working very well. Procurement, for instance, we buy globally our ingredients, and frankly, having that leverage and benefiting the Fortenova, I mean, with the FFBG plus. From an operational expense, as we have mentioned, we have developed very aggressive LEAN program in manufacturing and logistics, and we have best practice across the factory footprint. On expense and working capital management, the business has done very well, I think we do have approaches that have been proven to extract value even further. On the commercial side, when you look at the portfolio that Fortenova has and the power of our portfolio and our know-how, we can really drive a fair amount of, let's say, top and bottom-line synergies driven by leveraging from our toolkit, our marketing efficiency, our NRM, our mission battle framework. There are clearly a number of areas we have mentioned that are clearly going to be huge contributors to the value creation of the business. Got you. Okay. That's it for me. Thank you very much. Thank you. There are no further questions at this time. We do appreciate your participation. This does conclude today's teleconference. You may disconnect your lines at this time. Have a great day.