Alaska 030912

CIRCULAR
T h e P h i l i p p i n e S t o c k Exchange, Inc.
X
Disclosures
Dividend Notice
Stock Rights Notice
Stockholders Meeting
SEC / Govt Issuance
Transfer Agents Notice
Others:
To
THE INVESTING PUBLIC AND TRADING PARTICIPANTS
Company
ALASKA MILK CORPORATION
Date
September 3, 2012
This is with reference to Circular No. 6138-2012 dated August 15, 2012 with regard to the
approval by the Board of Directors of Alaska Milk Corporation (AMC or the Corporation) of the
voluntary delisting of its shares.
In relation thereto, the Corporation filed with the Exchange the attached Petition for Delisting
dated September 3, 2012, which stated in part that:
....
We confirm that the proposed voluntary delisting of the AMC Shares from the
PSE (the Delisting) has been approved by the Board of Directors of AMC at its
meeting held on August 15, 2012 and that notice of the proposed delisting has
been made to the stockholders of AMC prior to or at the time of the filing of this
Petition with the PSE.
We understand that under the rules of the PSE on voluntary delisting, a tender
offer to all stockholders of record is required in connection with a petition for
voluntary delisting. In this regard, FrieslandCampina Investments Holding
Company Philippines, Inc. (FC Philippines), the controlling shareholder of AMC,
has announced its intention to make a tender offer for all of the issued and
outstanding AMC Shares held by stockholders of AMC other than FC Philippines
and its affiliate, FrieslandCampina Werknemers B.V., at the tender offer price of
Php24.00 per AMC share (the Tender Offer). FC Philippines has filed a Tender
Offer Statement (SEC Form 19-1) with the Securities and Exchange Commission
(SEC) on September 3, 2012, a copy of which was likewise filed with the PSE
on the same date.
The Tender Offer shall commence on September 5, 2012, and shall be open
for a period of twenty (20) trading days, or from September 5, 2012 to October 2,
2012, unless otherwise extended by FC Philippines with the requisite regulatory
approval. All the AMC shares that will have been tendered and accepted by FC
Philippines will be purchased by FC Philippines by way of a block sale through
the facilities of the PSE and crossed thereat within five (5) trading days from the
Page 1 of 3
FID/CSD
Tel. No. 688-7561/688-7508
Market Regulation Division

Tel. No. 688-7541
Issuer Regulation Division

Tel. No. 688-7510
Information Technology Division

Tel. No. 688-7480
Capital Markets Devt Division

Tel. No. 688-7534
Office of the General Counsel

Tel. No. 688-7411
CIRCULAR
X
SEC / Govt Issuance
Disclosures
Dividend Notice
Stock Rights Notice
Others:
end of the Tender Offer period, or on or around October 16, 2012. Settlement
date shall be on October 16, 2012, or three (3) trading days after the cross date.
....
Upon completion of the Tender Offer on October 16, 2012, we will submit to
the PSE as soon as practicable a copy of the Amended and Final Tender Offer
Report as well as a supplemental report containing the results of the Tender
Offer, including all supporting documents evidencing compliance by FC
Philippines of the terms of the Tender Offer, including the publication thereof.
On the basis of the foregoing, we hereby request for PSEs approval of our
Petition, with November 5, 2012 as the effectivity date of the delisting of the AMC
Shares.
....
The proposed delisting of the Corporations shares from the Official Registry of the Exchange is
subject to the following Rule on Voluntary Delisting:
VOLUNTARY DELISTING
The Exchange will allow the delisting of the security upon the request of the
company if the following are complied with:
(a) The delisting must be approved by a majority of the Companys
incumbent directors.
(b) All security holders must be notified, in a form satisfactory to the
Exchange, of the proposed delisting prior to the filing of the petition.
(c) A petition for delisting must be filed with the Exchange together with
proposed tender offer terms and conditions at least sixty (60) days in
advance of the date when delisting shall become effective.
(d) A tender offer to all stockholders of record must be made. The Company
must submit a fairness opinion or valuation report, stating that from a
financial point of view of the person making such opinion/report, based
upon certain procedures followed and assumptions made, the terms and
conditions of the tender offer are fair.
Page 2 of 3
FID/CSD
Tel. No. 688-7561/688-7508

Tel. No. 688-7541

Tel. No. 688-7510

Tel. No. 688-7480

Tel. No. 688-7534

Tel. No. 688-7411
CIRCULAR
X
Disclosures
Dividend Notice
Stock Rights Notice
SEC / Govt Issuance
Others:
(e) The person(s) proposing the delisting must show to the Exchange that
following the acquisition of the tendered shares, said person(s) have
obtained a total of at least ninety-five (95%) of the issued and outstanding
shares of the Company. However, if at the time the petition for delisting is
filed, the person(s) proposing the delisting are already the beneficial
owners of ninety-five (95%) of the issued and outstanding shares of the
Company, said person(s) shall still be required to make a tender offer to
all other stockholders of record.
(f) The listed company applying for delisting must not have any unpaid fees
or penalties.
The Order of delisting shall be prepared if after evaluation of the petition and
required documents, the Exchange finds that the delisting will not prejudice the
interests of the investors.
....
The Exchange will inform the Trading Participants and the investing public of further
developments on the matter.
For the information and guidance of the investing public.
(Original Signed)
JANET A. ENCARNACION
Head, Disclosure Department
Noted by:
(Original Signed)
MARSHA M. RESURRECCION
Head, Issuer Regulation Division
Page 3 of 3
FID/CSD
Tel. No. 688-7561/688-7508

Tel. No. 688-7541

Tel. No. 688-7510

Tel. No. 688-7480

Tel. No. 688-7534

Tel. No. 688-7411
Annex B
Form of Notice of the Delisting and the Tender Offer
TO THE SHAREHOLDERS OF ALASKA MILK CORPORATION
September 3, 2012
This is to advise you that FrieslandCampina Investments Holding Company Philippines, Inc. (the Bidder)
is making a tender offer for all of the issued and outstanding common shares of Alaska Milk Corporation
(AMC) held by AMC shareholders other than the Bidder and its affiliate, Campina Zuivel B.V. (renamed
FrieslandCampina Werknemers B.V., hereinafter, FC Werknemers). More specifically, the Bidder is
offering to acquire all of the issued and outstanding common shares of AMC held by AMC shareholders
other than FC Philippines and FC Werknemers at the tender offer price of P24.00 per share.
The acquisition of AMC shares by the Bidder pursuant to the tender offer is being made in connection
with and pursuant to the voluntary delisting of AMC from the Philippine Stock Exchange (PSE) as
approved by the Board of Directors of AMC in its meeting held on August 15, 2012. Following completion
of the tender offer and subject to the approval of the voluntary delisting by the PSE, all of the issued and
outstanding common shares of AMC will be delisted from, and will no longer be available for trading on,
the PSE. Accordingly, in compliance with the PSEs Rules on Delisting, the Bidder will conduct a tender
offer for all of the issued and outstanding common shares of AMC (14,946,828 common shares,
representing approximately 1.69% of AMCs total outstanding capital stock), in accordance with the PSEs
Rules on Delisting.
The terms of the tender offer shall be announced separately on the date of the commencement of the
tender offer.
Very truly yours,
FRIESLANDCAMPINA INVESTMENTS HOLDING COMPANY PHILIPPINES, INC.
Annex C
Form of Notice to AMC Shareholders re Delisting and the Tender Offer
TO ALL SHAREHOLDERS OF ALASKA MILK CORPORATION
Please be advised that on August 15, 2012, the Board of Directors of Alaska Milk Corporation (AMC)
approved the voluntary delisting (the Delisting) of AMC from the Philippine Stock Exchange (the PSE).
Pursuant to the foregoing approval, on September 3, 2012, AMC filed an application with the PSE for the
Delisting of AMCs shares of stock with the PSE. Subject to the approval of the Delisting by the PSE, the
effective date of the Delisting is on November 5, 2012.
Under the PSEs Rules on Delisting, voluntary delisting will require the conduct of a tender offer to all
stockholders of record of the listed company by the listed company itself or the person(s) proposing the
delisting thereof.
In relation to the foregoing and in compliance with the requirements of the PSE under its Rules on
Delisting, FrieslandCampina Investments Holding Company Philippines, Inc. (FC Philippines or the
Bidder), AMCs controlling shareholder, shall conduct a voluntary tender offer (the Tender Offer) to
acquire all of the issued and outstanding common shares of AMC held by AMC shareholders other than
the Bidder and its affiliate, Campina Zuivel B.V. (renamed FrieslandCampina Werknemers B.V. and
hereinafter, FC Werknemers). More specifically, the Bidder is offering to acquire all of the issued and
outstanding common shares of AMC held by AMC shareholders other than FC Philippines and FC
Werknemers at the tender offer price of P24.00 per share.
As of September 3, 2012, the issued and outstanding common stock of AMC held by AMC shareholders
other than the Bidder and FC Werknemers (the AMC Public Shareholders) consists of 14,942,828 common
shares (the AMC Public Shares), representing approximately 1.69% of AMCs issued and outstanding
common stock.
The AMC shares are listed and traded in the PSE. The high and low sales prices of the AMC shares traded
in the PSE for each quarterly period during the past two years are as follows:
YEAR
Q1
Q2
Q3
Q4
High
Low
High
Low
High
Low
High
Low
2010
P8.70
P6.70
P10.75
P8.20
P14.00
P9.50
P13.54
P11.02
2011
P13.50
P12.10
P13.60
P12.10
P13.20
P11.98
P14.52
P12.00
The Bidder
The Bidder, FrieslandCampina Investments Holding Company Philippines, Inc., is an investment holding
corporation organized and existing under and by virtue of the laws of the Philippines. Its principal office
address is at 3/F A. Venue Mall, Makati Avenue, 1200 Makati City, Philippines. It was incorporated and
registered with the Securities and Exchange Commission (SEC) on March 7, 2012 with an authorized
capital stock of P40 million, of which P10 million has been subscribed and fully paid-up by its Dutch parent
company, FrieslandCampina Philippines Holding B.V. On March 16, 2012, FC Philippines increased its
authorized capital stock from P40 million to P6.25 billion, which increase was duly approved by the SEC on
June 15, 2012.
As of September 3, 2012, the authorized capital stock of FC Philippines is P6.25 billion divided into 6.25
billion common shares with a par value of P1.00 per share, of which P1,563,260,921 worth of common
shares has been subscribed and fully paid-up by its Dutch parent company, FrieslandCampina Philippines
Holding B.V.
Below is the list of FC Philippines directors and executive officers with their respective business addresses,
principal occupation and citizenship:
Name
Nationality
Cornelis Josephus
Maria Gielen
Dutch
Peter van der

Hoek
Dutch
Leonardo G.
Obias
Filipino
Douglas Gomez
Baarde, Jr.
Filipino
Timothy Joseph
M. Mendoza
Filipino
Business Address
Position
Stationsplein 4
3818 LE Amersfoort
The Netherlands
3 Temasek Avenue, # 1101 Centennial Tower
Singapore 039190
Director
104 Technology Avenue,

Bian, Laguna
Philippines
3/F A. Venue Mall, Makati
Avenue, Makati City
Philippines
18th Floor, Liberty Center,
104 H.V. dela Costa St.,
Salcedo Village, Makati
City
Philippines
Chairman and
President
Director
Director and
Treasurer
Director and
Corporate
Secretary
Principal Occupation
Chief Financial Officer,
Koninkijke
FrieslandCampina N.V.
Finance Director
(Group Consumer
Products International),
Koninkijke FrieslandCampina N.V.
Managing Director,
Swedish Match
Philippines, Inc.
Commercial Director,
FrieslandCampina
Philippines, Inc.
Lawyer and Senior
Associate, Picazo
Buyco Tan Fider &
Santos Law Office
The ultimate parent company of FC Philippines is Koninklijke FrieslandCampina N.V. (translated as Royal
FrieslandCampina N.V., and hereinafter, RFC), a multinational dairy company. RFC is wholly owned by
Zuivelcooperatie FrieslandCampina, a cooperative with more than 14,300 member dairy farms in the
Netherlands, Germany and Belgium. RFC has been in the dairy business for more than 140 years. Its wide
array of products includes dairy-based beverages, infant and toddler nutrition, cheese, butter, cream and
desserts. In addition, RFC supplies products to professional customers, for example cream and butter
products to bakeries and the hotel, restaurant and foodservice sector, and produces ingredients and half
finished products for manufacturers of infant and toddler nutrition, the food industry and the pharmaceutical
sector worldwide. Main brands include Friso, Dutch Lady, Frisian Flag, Foremost, Peak, Milner, Campina,
Landliebe and Optimel.
In terms of dairy revenues, RFC ranked fifth (5th) worldwide with annual revenue of approximately 9.6 billion
Euros in 2011. RFCs products find their way to more than 100 countries. RFC has offices and facilities in 25
countries and employs a total of over 19,000 people.
In Asia, RFC maintains a presence in Thailand, Indonesia, Malaysia, China, Vietnam, India, Hong Kong,
Singapore and, recently, in the Philippines. Next to Asia, RFCs Consumer Products International business
group also produces and sells dairy products in the Middle East and Africa (in particular, in Nigeria and
surrounding countries).
On March 20, 2012, FC Philippines purchased and acquired a total of 535,745,066 common shares of AMC,
representing approximately 60.48% of the issued and outstanding capital stock of AMC, at the aggregate
purchase price of P12,857,881,584.00, or a purchase price per share of P24.00. At the time, an affiliate of FC
Philippines, FC Werknemers, held a total of 71,202,144 common shares of AMC.
Pursuant to the foregoing and in accordance with the requirements of the SRC and its implementing rules,
FC Philippines launched a mandatory tender offer for all of the remaining issued and outstanding capital
stock of AMC held by AMC shareholders other than FC Philippines and FC Werknemers, including common
shares of AMC that at the time could have been issued pursuant to AMCs Executive Employee Stock Option
Plan, at the tender offer price of P24.00 per common share. The mandatory tender offer period expired at
12:00 noon on June 6, 2012, as extended from 12:00 noon of May 23, 2012 by the SEC in its Notice dated
May 17, 2012. A total of 258,630,450 common shares of the outstanding capital stock of AMC, representing
approximately 29.20% thereof were tendered by AMC shareholders and accepted by the Bidder at the
stipulated tender offer price of P24.00 per share.
On August 29, 2012, the Bidder acquired a total of 5,221,460 common shares of AMC, representing 0.59% of
its total issued and outstanding capital stock, from various shareholders of AMC at the aggregate purchase
price of P125,315,040.00, or a purchase price per share of P24.00. The foregoing transaction was executed
as an ordinary transaction using the facilities of the PSE.
As of September 3, 2012, the Bidder and FC Werknemers collectively hold 870,799,120 common shares of
stock of AMC, representing 98.31% of the total issued and outstanding capital stock of AMC. The Bidders
directors or executive officers do not, directly or indirectly, own any shares of stock of AMC except for
Messrs. Peter van der Hoek and Cornelis Josephus Maria Gielen, who each hold one (1) qualifying share in
AMC as directors thereof, all such qualifying shares having been acquired on March 9, 2012.
None of the Bidder or, to the best of Bidders knowledge, its directors and key officers, (a) is presently
involved, or during the last five (5) years, has been involved, in criminal, bankruptcy or insolvency
investigation or proceeding or a civil proceeding of a judicial or administrative body of competent jurisdiction,
domestic or foreign, and as a result of such proceedings, was or is subject to any order, judgment or decree
(not subsequently reversed, suspended or vacated, permanently or temporarily), enjoining, barring,
suspending or otherwise limiting involvement in any type of business, securities, commodities or banking or
(b) has been convicted by final judgment of any offense punishable by the laws of its home country, the
Republic of the Philippines or of the laws of any other nation or country.
Plans and Proposals of the Bidder: Delisting and Potential Integration
Following completion of the Tender Offer and subject to the approval of the Delisting by the PSE, all of
the issued and outstanding common shares of AMC will be delisted from, and will no longer be available
for trading on, the PSE. This will have an impact on an AMC shareholders ability to sell his/her/its AMC
shares. In addition, any capital gains generated by an AMC shareholder from any subsequent sale or
transfer of his/her/its AMC shares will be subject to the prevailing capital gains taxes and documentary
stamp tax instead of the stock transaction tax applicable to sales transacted through the PSE.
Once AMC is delisted from the PSE, AMC will no longer be subject to the reporting obligations of a listed
company under the applicable rules of the PSE. Likewise, subject to the provisions of the SRC and its
implementing rules and regulations, AMC may cease to be a reporting company as defined therein.
Should AMC cease to be a reporting company, the Bidder plans to cause AMC to take such steps
necessary to terminate its reporting obligations under the SRC and its implementing rules and
regulations.
AMC Public Shareholders who will participate in the Tender Offer will receive payment for their AMC
Public Shares. On the other hand, AMC Public Shareholders who do not participate in the Tender Offer
will continue to be shareholders of AMC. In making a decision to participate in or abstain from the Tender
Offer, AMC Public Shareholders are advised to consider carefully the aforementioned impact of the
Delisting on their AMC Public Shares.
The intended integration of AMC within RFC and its multinational group of companies will provide AMC
with access to the products developed by RFC which will strengthen AMCs positions in all dairy
categories. In order to roll out new products and initiatives, the Bidder foresees that investments by AMC
for the coming years will be at a substantial level, reducing AMCs free cash flow.
Since RFC is already represented in the Philippines through a local entity (FrieslandCampina Philippines,
Inc., an affiliate of the Bidder), the Bidder is presently investigating the most optimal legal and commercial
structure going forward for the Bidders and RFCs activities in the Philippines. Therefore, a merger of the
various entities is under investigation by the Bidder.
The Tender Offer

Subject to the terms of the Tender Offer (as more particularly set forth in Annex A to the Application to Tender
Shares Form, and hereinafter, the Terms of the Tender Offer), the Bidder shall purchase the AMC Public
Shares which shall have been tendered (the Tender Offer Shares) by the tendering AMC Public
Shareholders (the Tendering Shareholders), at the price of P24.00 per share (the Tender Offer Price),
payable in cash. After deducting customary selling charges, which shall be for the Tendering Shareholders
account, the net Tender Offer Price shall be P23.87 per share. The customary selling charges that will be
deducted by the Bidder do not include any selling brokers commission payable by the Tendering
Shareholder and its/her/his broker, and the taxes thereon, which shall likewise be for the Tendering
Shareholders account. The consideration shall be payable on October 16, 2012, or three (3) trading days
after the cross of the Tender Offer Shares at the PSE. Should any of the payment dates fall on a holiday
or a non-trading day, the payment of the relevant consideration shall be made on the next business day.
Subject to the Terms of the Tender Offer, the Bidder shall acquire any Tender Offer Shares that may be
tendered by any Tendering Shareholder in response to the Tender Offer. The Tender Offer shall
commence on September 5, 2012 at 9:30 a.m. and shall end on October 2, 2012 at 12:00 noon (the
Tender Offer Period). The Tender Offer Period may be extended by the Bidder subject to any requisite
regulatory approval. All the Tender Offer Shares that will have been accepted by the Bidder will be
purchased by the Bidder by way of a block sale through the facilities of the PSE and crossed thereat
within five (5) trading days from the end of the Tender Offer Period, or on or around October 10, 2012
(the Cross Date). Settlement date shall be on October 16, 2012, or three (3) trading days after the
Cross Date.
AMC Public Shareholders who wish to offer all or a portion of the AMC Public Shares held by them for
sale to the Bidder may do so by securing an Application to Tender Shares Form (the Application Form)
and submitting a duly accomplished Application Form in triplicate together with the documentary
requirements (the Tender Offer Documents) to the Tender Offer Agent, BDO Securities Corporation, at
the 20th Floor, BDO South Tower, BDO Corporate Center, Makati Avenue, Makati City, Philippines.
Application Forms together with the documentary requirements must be received by the Tender Offer
Agent (i) in the case of certificated/scrip shares not later than 12:00 noon of September 25, 2012 and (ii)
in the case of uncertificated/scripless shares, not later than 12:00 noon of October 2, 2012. The Tender
Offer Agent has also designated two (2) receiving offices in Cebu City and Davao City to receive the
Tender Offer Documents as follows:
For Cebu City:
BDO Cebu Ayala Business Park Branch

Contact Person: Branch Marketing Officer
Contact Nos.: (63)(32) 238-8153 to 56)
For Davao City:
BDO Davao C.M. Recto Branch

Contact Persons: Ms. Lorelei Zambales and Ms. Sheila Acain Contact
Nos.: (63)(82) 224-0821, 221-0671 and 226-3703)
The Tender Offer Agent reserves the right to require the Tendering Shareholders to present additional
documents for purposes of determining the validity, eligibility and acceptability of the AMC Public Shares
being tendered by the Tendering Shareholders pursuant to the Tender Offer. Defective applications (e.g.,
with discrepancy between the specimen signatures on file and the endorsement) must be corrected within
the Tender Offer Period to avoid being rejected by the Bidder. Hence, AMC Public Shareholders are
strongly urged against tendering at the last minute to allow sufficient time to correct any deficiency in their
application. AMC Public Shareholders are also urged to indicate their telephone numbers in their
respective application forms to allow the Tender Offer Agent to inform them immediately of any deficiency
in their applications.
The Tender Offer Shares tendered may be withdrawn by the shareholder of record at any time during the
Tender Offer Period by submitting to the Tender Offer Agent a written request for the withdrawal of the
Tender Offer Shares and surrendering the original Securities In-Receipt issued by the Tender Offer
Agent. The last day to withdraw tendered Tender Offer Shares shall be on October 2, 2012 at 12:00
noon.
The Tender Offer Shares shall be deemed accepted by the Bidder for payment on October 2, 2012 at
12:00 noon subject to the condition that the Tender Offer Agent has determined that the Tendering
Shareholders shall have obtained and submitted all required documents, corporate, contractual and
regulatory approvals, consents and authorizations, and shall have otherwise complied with all applicable
requirements, to enable the Tendering Shareholders to transfer the Tender Offer Shares to the Bidder
before the expiration of the Tender Offer. Acceptance by the Bidder of the Tender Offer Shares shall
likewise be subject to the condition that the Bidder shall have obtained all corporate, contractual and
regulatory approvals, consents and authorizations, and shall have otherwise complied with all applicable
requirements, for the purchase by the Bidder of the Tender Offer Shares.
The maximum aggregate purchase price of the Tender Offer Shares that may be payable by the Bidder
under the Tender Offer is approximately Three Hundred Fifty Eight Million Six Hundred Twenty Seven
Thousand Eight Hundred Seventy Two Pesos (P358,627,872.00). ING Bank N.V. (Manila Branch) has
confirmed that the Bidder has funds in an amount equivalent to Three Hundred Fifty Eight Million Six Hundred
Twenty Seven Thousand Eight Hundred Seventy Two Pesos (P358,627,872.00.00), which is the maximum
aggregate purchase price of the Tender Offer Shares, deposited in the Bidders accounts with ING Bank N.V.
(Manila Branch). The Bidder, therefore, has resources available sufficient to satisfy full acceptance of the
AMC Public Shares.
Finally, AMC Public Shareholders are advised to read the Application Form, the Terms of the Tender
Offer, and the SEC Form 19-1 filed by the Bidder with the SEC and the PSE. The Application Form has
been mailed to the AMC Public Shareholders thru the Companys stock transfer agent, Securities
Transfer Services Inc. (STSI). For queries, please call the Tender Offer Agent at contact details set forth
below. Copies of the SEC Form 19-1 filed by the Bidder with the SEC and the PSE and the Application
Form may also be obtained by AMC Public Shareholders, free of charge, from the following:
BDO Securities Corporation
20th Floor, BDO South Tower,
BDO Corporate Center,
Makati Avenue,
Makati City, Philippines
Attention:
Tel. No.:
Ms. Janet D. Amora

(632) 840-7000 local 6386
Attention:
Tel. No.:
Mr. Jasper M. Jimenez

(632) 878-4070
Very truly yours,

THE BOARD OF DIRECTORS
FRIESLANDCAMPINA INVESTMENTS HOLDING COMPANY PHILIPPINES, INC.
Annex D
Terms and Conditions of the Tender Offer
TERMS OF THE TENDER OFFER

The Bidder
FrieslandCampina Investments Holding Company Philippines, Inc. (the Bidder)
Purpose of
the Tender
Offer
On August 15, 2012, the Board of Directors of Alaska Milk Corporation (AMC)
approved the voluntary delisting (the Delisting) of AMC from the Philippine Stock
Exchange (the PSE). Pursuant to the foregoing approval, on September 3, 2012,
AMC filed an application with the PSE for the Delisting of AMCs shares of stock
with the PSE. Subject to the approval of the Delisting by the PSE, the effective
date of the Delisting is on November 5, 2012.
Under the PSEs Rules on Delisting, voluntary delisting will require the conduct of
a tender offer to all stockholders of record of the listed company by the listed
company itself or the person(s) proposing the delisting thereof.
In relation to the foregoing and in compliance with the requirements of the PSE
under its Rules on Delisting, the Bidder is conducting a voluntary tender offer (the
Tender Offer) to acquire all of the issued and outstanding common shares of
AMC held by AMC shareholders other than the Bidder and its affiliate, Campina
Zuivel B.V. (renamed FrieslandCampina Werknemers B.V. and hereinafter FC
Werknemers).
Following completion of the Tender Offer and subject to the approval of the
Delisting by the PSE, all of the issued and outstanding common shares of
AMC will be delisted from, and will no longer be available for trading on, the
PSE. This will have an impact on an AMC shareholders ability to sell
his/her/its AMC shares. In addition, any capital gains generated by an AMC
shareholder from any subsequent sale or transfer of his/her/its AMC shares
will be subject to the prevailing capital gains taxes and documentary stamp
tax instead of the stock transaction tax applicable to sales transacted
through the PSE.
Once AMC is delisted from the PSE, AMC will no longer be subject to the
reporting obligations of a listed company under the applicable rules of the
PSE. Likewise, subject to the provisions of the Securities Regulation Code
(SRC) and its implementing rules and regulations, AMC may cease to be a
reporting company as defined therein. Should AMC cease to be a reporting
company, the Bidder plans to cause AMC to take such steps necessary to
terminate its reporting obligations under the SRC and its implementing rules
and regulations.
Tender
Offer
Shares
As of August 15, 2012, the issued and outstanding common stock of AMC held by
AMC shareholders other than the Bidder and FC Werknemers (the AMC Public
Shareholders) consists of 14,942,828 common shares (the AMC Public Shares),
representing approximately 1.69% of AMCs issued and outstanding common
stock.
Tender
Offer Price
The Bidder shall purchase the AMC Public Shares which shall have been
tendered (the Tender Offer Shares) by the tendering AMC shareholders (the
Tendering Shareholders), at the price of P24.00 per share (the Tender Offer
Price), payable in cash. After deducting customary selling charges, which shall be
for the Tendering Shareholders account, the net Tender Offer Price shall be
P23.87 per share. The customary selling charges that will be deducted by the
Bidder do not include any selling brokers commission payable by the Tendering
Shareholder and its/her/his broker, and the taxes thereon, which shall likewise be
for the Tendering Shareholders account.
Entitlement
Every AMC Public Shareholder as of the any date during the Tender Offer Period
is entitled to sell its/his/her AMC Public Shares to the Bidder in accordance with
and subject to these Terms of the Tender Offer.
Tender
Offer
Period
The Tender Offer period will begin on September 5, 2012 at 9:30 a.m. and end at
12:00 noon of October 2, 2012 unless extended by the Bidder subject to any
requisite regulatory approval.
Closing
Date (End
of the
Tender
Offer
Period)
Tender
Offer
Process
12:00 noon of October 2, 2012
For Certificated or Scrip Shareholders:

AMC Public Shareholders who hold stock certificates (Scrip Shareholders) who
wish to offer all or a portion of their AMC Public Shares for sale to the Bidder may
do so by completing an Application to Tender Shares Form (the Application) and
submitting within the Tender Offer Period a duly accomplished Application in
triplicate and the duly endorsed original stock certificates, together with the
following documentary requirements:
(a) For Individuals:
(i)
For shareholders acting through an attorney-in-fact, a duly
notarized Irrevocable Power of Attorney (in substantially the form
attached as Annex B to the Application, which is Exhibit C to the
SEC Form 19-1 filed by the Bidder with the SEC). For married
individuals who are Philippine citizens, their respective spouses
must sign the space provided in the Irrevocable Power of Attorney
to indicate marital consent to the sale of his/her AMC Public
Shares.
(ii)
Photocopies of two (2) valid identification cards showing the
Applicants signature and photograph, i.e., drivers license, tax
identification card, Social Security System/Government Service
Insurance System card, or passport.
(iii)
Duly accomplished signature card containing the specimen
signature of the Applicant and verified by the Applicants broker or
by an officer of the bank at which the Applicant maintains an
account (the signature card must specify the name of the broker
and the brokers signatory or the name of the bank and the banks
signatory, as the case may be). A copy of at least one valid ID of
the banks signatory is also required.
(b) For Corporations:
(i)
Notarized Board Resolution (in substantially the form of the
Secretarys Certificate attached as Annex C to the Application,
which is Exhibit C to the SEC Form 19-1 filed by the Bidder with
the SEC) authorizing the sale of its AMC Public Shares,
designating signatories for the purpose and indicating the
(ii)
(iii)
(iv)
(v)
specimen signatures of those signatories.

Copy of the SEC Registration or equivalent constitutive document
certified as true copy of the original by the Corporate Secretary or
equivalent person having official custody of company records.
Copy of latest Articles of Incorporation and By-Laws of the
Applicant or equivalent constitutive document certified as true
copy of the original by the Corporate Secretary or equivalent
person having official custody of company records.
signature of the Applicants designated authorized signatories and
verified by the Applicants broker or by an officer of the bank at
which the Applicant maintains an account (the signature card
must specify the name of the broker and the brokers signatory or
the name of the bank and the banks signatory, as the case may
be). A copy of at least one valid ID of the banks signatory is also
required.
Copy of latest General Information Sheet (GIS) filed with SEC and
certified as true copy of the original by the Corporate Secretary or
equivalent person having official custody of company records.
(c) For Partnership:

(i)
Copy of SEC Registration or equivalent constitutive document
certified as true copy of the original by the Partnership Secretary
or equivalent person having official custody of the partnership
records.
(ii)
Copy of the latest Articles of Partnership of the Applicant or
equivalent constitutive document certified as true copy of the
original by the Partnership Secretary or equivalent person having
official custody of the partnership records.
(iii)
Notarized Partnership Resolution (in substantially the form of the
Partners Certificate attached as Annex D to the Application,
which is Exhibit C to the SEC Form 19-1 filed by the Bidder with
the SEC) authorizing the sale of its AMC Public Shares,
designating signatories for the purpose and indicating the
specimen signature of the signatories.
(iv)
signature of the Applicants designated authorized signatories and
verified by the Applicants broker or by an officer of the bank at
which the Applicant maintains an account (the signature card
must specify the name of the broker and the brokers signatory or
the name of the bank and the banks signatory, as the case may
be). A copy of at least one valid ID of the banks signatory is also
required.
Tendering Scrip Shareholders may submit their Applications to BDO Securities
Corporation (Tender Offer Agent) on or before 12:00 noon of September 25,
2012 at the following address:
BDO Securities Corporation
20/F BDO South Tower
Makati Avenue cor. H.V. dela Costa St., Makati City
For AMC Public Shareholders based in the Visayas and Mindanao, the AMC
Public Shares may be tendered by submitting on or before 12:00 noon of
September 21, 2012, all foregoing requirements at the Cebu and Davao branch
offices of the BDO Unibank, Inc., the parent company of the Tender Offer Agent:
(a) Cebu Ayala Business Park Branch: Cebu Towers, Mindanao corner Bohol
Avenues, Cebu Business Park, Cebu City, Telephone No. (63)(32) 238-8153 to
56) (Contact Person: Branch Marketing Officer) and (b) Davao CM Recto Branch:
343 Claro M. Recto Street, Davao City, Telephone No. (63)(82) 224-0821, 2210671 and 226-3703 (Contact Person: Ms.Lorelei Zambales and Ms. Sheila Acain).
Scrip Shareholders with lost stock certificates should submit the following to the
Tender Offer Agent: (i) one (1) original of a duly notarized affidavit of loss; (ii) copy
of the affidavit of loss as published in a newspaper of general circulation (in
substantially the form of Annex E to the Application); (iii) affidavit of publication (of
affidavit of loss); and (iv) bond in the amount of twice the closing price per share of
the AMC Public Shares as of the date of execution of the affidavit of loss,
multiplied by the number of AMC Public Shares covered by the lost stock
certificate, not later than 12:00 noon of October 2, 2012.
Tendering AMC Public Shareholders whose AMC Public Shares are lodged with
the Philippine Depository Trust Corporation (PDTC) (Scripless Shares) should
instruct their brokers to electronically transfer their AMC Public Shares to the
Tender Offer Agent prior to 10:00 a.m. of October 2, 2012. Brokers should submit
the Letter to Tender to the Tender Offer Agent as per instructions to Brokers
given.
Conditions
The Tender Offer Shares shall be deemed accepted by the Bidder on October 2,
2012 at 12:00 noon subject to the condition that the Tender Offer Agent has
determined that the Tendering Shareholders shall have submitted all required
documents, corporate, contractual and regulatory approvals, consents and
authorizations, and shall have otherwise complied with all applicable requirements
to enable the Tendering Shareholders to transfer the Tender Offer Shares to the
Bidder before the expiration of the Tender Offer. Acceptance by the Bidder of the
Tender Offer Shares shall likewise be subject to the condition that the Bidder shall
have obtained all corporate, contractual and regulatory approvals, consents and
authorizations, and shall have otherwise complied with all applicable
requirements, for the purchase by the Bidder of the Tender Offer Shares.
Acceptance
The Bidder shall, at its sole and absolute discretion, have the right to reject or
accept any Application if such Application is received after the end of the Tender
Offer Period, or is not completed properly or lacks any of the required documents
or if the signature affixed thereto cannot be authenticated by Securities Transfer
Services Inc., AMCs stock transfer agent.
Tendering Shareholders whose Applications have been rejected, in whole or in
part, shall be notified of such fact by the Tender Offer Agent on or before the
Settlement Date.
Rejected Tender Offer Shares shall be returned in the same form it was received
to the PDTC Participant (if previously lodged with the PDTC Participant) or to the
Tendering Shareholder (if previously certificated), within ten (10) trading days from
the end of the Tender Offer Period. Any and all costs and expenses incurred in
connection with the return of the rejected Tender Offer Shares shall be shouldered
by the Tendering Shareholders.
Cross Date
The accepted Tender Offer Shares are intended to be crossed at the PSE on
October 10, 2012 (the Cross Date) subject to the approval of the PSE and
subject to any further duly authorized extension of the Tender Offer Period. Any
change in the Cross Date shall be separately announced by the Bidder.
Settlement:
The Settlement Date shall be within three (3) trading days after the Cross Date or
October 16, 2012, subject to any extension of the Tender Offer Period with
requisite regulatory approval (the Settlement Date). Checks representing cash
payment of accepted Tender Offer Shares shall be available for pick-up at the
receiving office (BDO Securities, BDO Cebu Ayala Business Park Branch, or BDO
Davao C.M. Recto Branch, as the case may be) where a Tendering Shareholder
has filed its Application to Tender from Settlement Date up to November 18, 2012.
Thereafter, checks shall be mailed or delivered to the Tendering Shareholders, at
their own risk, to their registered address indicated in the Application Form.
AMC Public Shareholders that participate in the Tender Offer through their brokers
should claim payment/s from such brokers.
Withdrawal
The Tender Offer Shares tendered may be withdrawn by a stockholder of record

by submitting a written request for the withdrawal of the tendered Tender Offer
Shares to the Tender Offer Agent and surrendering the original Securities InReceipt issued by the Tender Offer Agent. For a withdrawal to be effective, the
written request for the tendered Tender Offer Shares must be received by the
Tender Offer Agent before 12:00 noon of October 2, 2012.
The Tender Offer Shares shall be returned in the same form it was received to the
PDTC Participant (if previously lodged with the PDTC Participant) or to the
Tendering Shareholder (if previously certificated), within ten (10) trading days from
the end of the Tender Offer Period. The cost of returning the Tender Offer Shares
shall be borne by the stockholder making the withdrawal.
Transfer
Expenses
All expenses in relation to the sale of the Tender Offer Shares tendered by the
Tendering Shareholders shall be for the account of the Tendering Shareholders.
The following customary selling charges payable by the Tendering Shareholders
will be deducted by the Bidder from the Tender Offer Price payable to the
Tendering Shareholder:
Stock transaction tax of 0.5% of the value of the transaction

Securities Clearing Corporation of the Philippines fee of 0.01% of the value of
the transaction
Stock Investment Protection Fund of 0.001% of the value of the transaction
SEC Fee of 0.005% of the value of the transaction
PSE transaction fee of 0.005% of the value of the transaction
The customary selling charges that will be deducted by the Bidder do not include
any selling brokers commission payable by the Tendering Shareholder and
its/his/her broker and any taxes thereon, which shall likewise be for the account of
the Tendering Shareholder.
Inquiries
For inquiries on the Tender Offer, please contact any of the following personnel of
BDO Securities Corporation:
Ms. Janet D. Amora, Tel. (63)(2)840-7000 local 36386
Mr. Jasper M. Jimenez, Tel. (63)(2) 878-4070
Mr. Nicolo G. Subido, Tel. (63)(2)840-7000 local 36322
Copies of the SEC Form 19-1 filed by the Bidder with the SEC and the PSE
may be obtained from the Tender Offer Agent at their office address above.
Annex E
Alaska Milk
Corporation
Valuation Report
March 15, 2012
Financial Advisor
Unicapital, Incorporated
Alaska Milk Corporation Fairness Opinion and Valuation Report
2012
Contents
1/ Executive Summary ......................................................................................................................... 4
Engagement ....................................................................................................................................... 4
The Transaction.................................................................................................................................. 4
Valuation Summary ............................................................................................................................ 4
Net Asset Value Approach ............................................................................................................. 4
Discounted Cash Flow .................................................................................................................... 5
Market Comparator Approach ........................................................................................................ 5
AMC Recommended Valuation .......................................................................................................... 5
Fairness Opinion ................................................................................................................................ 6
2/ Engagement...................................................................................................................................... 7
Scope and Limitations ........................................................................................................................ 7
Information Sources ........................................................................................................................... 8
3/ Alaska Milk Corporation Overview................................................................................................. 9
Business ............................................................................................................................................. 9
Production and Distribution .............................................................................................................. 10
Philippine Dairy Industry................................................................................................................... 10
Market Share ................................................................................................................................ 10
Philippine Dairy Production .......................................................................................................... 11
Competitive Landscape and Trends ............................................................................................. 11
4/ Historical Financial Performance ................................................................................................. 12
Financial Summary........................................................................................................................... 12
Revenues ......................................................................................................................................... 13
Cost of Sales .................................................................................................................................... 14
Gross Profit....................................................................................................................................... 14
EBITDA and Net Profit ..................................................................................................................... 14
Assets ............................................................................................................................................... 15
Liabilities and Equity......................................................................................................................... 15
Cash Flows ....................................................................................................................................... 16
5/ Valuation ......................................................................................................................................... 17
Net Asset Value ................................................................................................................................ 17
Book Value Approach ................................................................................................................... 17
Tangible Book Value Approach .................................................................................................... 17
Unicapital, Inc.
Page | 2
2012
Market Price of AMC Shares ............................................................................................................ 18

2-year Historical Share Price ........................................................................................................ 18
Current Market Price..................................................................................................................... 19
Trading Volumes ........................................................................................................................... 19
Discounted Cash Flow ..................................................................................................................... 19
Cost of Equity Computation .......................................................................................................... 20
Assumptions, Methodology, and Results ..................................................................................... 20
Market Comparator Approach .......................................................................................................... 22
Peer Group ................................................................................................................................... 23
Comparable Companies Analysis ................................................................................................ 24
Comparable Transactions Analysis .............................................................................................. 26
Historical Premium Analysis ......................................................................................................... 27
Recommended Valuation ................................................................................................................. 27
Annexes .............................................................................................................................................. 28
Unicapital, Inc.
Page | 3
2012
1/ Executive Summary
Engagement
On March 7, 2012, Unicapital, Inc. (the Financial Advisor) was engaged by Royal Friesland
Campina (RFC) to arrive at an independent third-party valuation and issue a Fairness Opinion on
the possible acquisition of the shares of stock (the Transaction) of Alaska Milk Corporation (AMC
or the Company).
Based on the terms of reference of the engagement (attached herein as Annex F), Unicapital, Inc.
immediately conducted a review of the Companys financial statements, medium term forecasts and
business environment. Subsequently, a structured approach was applied using the following
valuation methodologies, namely:
1. Net Asset Value Approach, which entails the adjustment of the companys latest set of
financial statements, taking into account the latest property valuations as conducted by an
independent appraisal company;
2. Discounted Cash Flow Approach, which establishes the net present value of AMC based on
its future earnings; and the
3. Market Comparator Approach, which attempts to benchmark the value of AMC shares vis-vis its listed counterparts, using various metrics (i.e. price-earnings, price-to-book value).
The Transaction
On March 9, 2012, Royal Friesland Campina BV of Netherlands (Royal Friesland Campina), a unit of
CSM NV's Hero Nederland BV subsidiary, increased its equity stake in listed Alaska Milk
Corporation through the purchase an additional 535,745,066 AMC shares owned by the Uytengsu
family at a price per share of up to PhP24.00, subject to certain pre-closing adjustments. After giving
effect to the transaction, RFCs equity stake in AMC will have increased from 8.1% to 68.9%. In
compliance with regulatory requirements, RFC plans to undertake a tender offer for the 31.1% public
float of AMC at an identical price to the final Transaction Price.
Valuation Summary
Pursuant to the engagement, the Financial Advisor is pleased to present to the Board of Directors of
RFC, the final valuation report in accordance with the valuation methodologies agreed upon.
Net Asset Value Approach

Based on AMCs estimated 2011 financial performance and the Companys 2010 audited financial
statements, the Financial Advisor arrived at the following net asset based valuation for AMC:
Valuation Summary (in PHP)
2010 AMC Equity Book Value
2011E AMC Equity Book Value
2010 AMC Tangible Equity Book Value
2011E AMC Tangible Equity Book Value
Unicapital, Inc.
Valuation
6,046,100,674
6,136,353,796
4,735,655,775
4,994,023,063
Per Share
6.86
6.96
5.37
5.66
Page | 4
2012
Discounted Cash Flow

Applying a 10% 15% discount to AMCs projected Free Cash Flow to Equity and using a 2%
growth rate to compute for the terminal value yields an indicative valuation range of PHP
17,297,784,793 to PHP 29,907,097,856. The discount rate corresponds to a 5.8% to 11.2%
premium based on the 5-yr PDST-R1 rate which is 4.2%. AMCs computed Cost of Equity is 7.28%.
Low
High
Discount Rate
15%
10%
Market Capitalization
17,297,784,793
29,907,097,856
Share Price
19.61
33.90
Market Comparator Approach

This approach derives an indication of the probable valuation of the subject shares based on
publicly-listed benchmarks. A group of listed dairy companies from the Asia Pacific region (the Peer
Group) was used as benchmark for valuation purposes. The companies that are to be used as
comparators to AMC are summarized in Annex _ of this valuation report.
The following table summarizes the range of values derived from the market comparator approach:
2011
P/E (Weighted Average)
P/E (Median)
P/CF (Weighted Average)
P/CF (Median)
P/B (Weighted Average)
P/B (Median)
P/S (Weighted Average)
P/S (Median)
EV/EBITDA (Weighted Average)
EV/EBITDA (Median)
Low
17,519,456,211
17,893,837,345
20,065,493,146
16,530,438,316
15,359,725,185
16,416,866,151
14,695,177,375
8,701,302,991
10,879,435,140
16,691,376,812
Med
18,492,759,334
18,887,939,420
21,180,242,765
17,448,796,000
16,213,043,251
17,328,914,270
15,511,576,118
9,184,708,713
11,483,848,203
17,618,675,524
High
19,466,062,456
19,882,041,494
22,294,992,385
18,367,153,685
17,066,361,317
18,240,962,390
16,327,974,862
9,668,114,435
12,088,261,266
18,545,974,235
AMC Recommended Valuation

Therefore, upon careful analysis of the valuation ranges derived through different methods and
considering the financial performance of AMC for the past few years and significant qualitative
factors affecting the market in general, the Financial Advisor is of the opinion that AMCs shares may
be considered fairly valued within the following recommended market capitalization range:
Low
High
Fair Value Market Capitalization (PHP)

17,000,000,000
22,000,000,000
A 10% discount rate was applied to the resulting multiples of the Peer Group to account for the
larger size, diversification and stability of these listed firms. The recommended valuation range
corresponds to a share price range of PhP19.27 to PhP24.94.
Unicapital, Inc.
Page | 5
2012
The recommended valuation range coincides with the DCF valuation, the Market Comparator
Approach, as well as the indicative valuation ranges resulting from an analysis of previously
concluded similar M&A transactions within the industry and the impact of acquisitions on the market
price. The Financial Advisor saw the consistency in results from the various valuation methods
employed.
Fairness Opinion
Based on the Financial Advisors review of the financial statements, projected financial performance
and current business environment of AMC, the Financial Advisor hereby deems the Transaction
involving the acquisition of AMC shares at an Offer price of up to PhP24.00 per share was fair
from a financial point of view, for the shareholders of AMC as the Offer Price corresponds to the
high end of the recommended valuation for AMCs shares.
Unicapital, Inc.
Page | 6
2012
2/ Engagement
On March 7, 2012, Unicapital, Inc. (UI) was engaged by AMC to arrive at an independent third
party valuation and issue a fairness opinion on the majority acquisition transaction executed by and
between RFC and AMC.
The purpose of this report is solely to provide an independent fairness opinion on the Transaction
executed by and between RFC and AMC. As such this report is intended for use by RFC only.
Prior to this engagement, UI has not acted as financial advisor to RFC, AMC or any of the parties
involved in the transaction. We will, however, receive a financial advisory fee, which is not
dependent on the proceeds from the transaction, but upon delivery of this valuation report and
fairness opinion.
Based on the terms of reference of the engagement, UI immediately conducted a review of AMCs
historical and projected financial performance, the Companys business environment, and
comparable companies and transactions. Subsequently, a structured approach was applied using
the following valuation methodologies, namely:
1. Net Asset Value, which entails the adjustment of the companys latest set of financial
statements, taking into account the latest property valuations as conducted by an
independent appraisal company;
2. Discounted Cash Flow Approach, which establishes the net present value of AMC based on
its future earnings; and
3. Market Comparator Approach, which attempts to benchmark the value of AMC shares vis-vis its listed counterparts, using various metrics (i.e. price-earnings, price-to-book value, etc).
Scope and Limitations

UI has not audited or otherwise reviewed the accuracy of the financial statements, which have been
provided by AMC and RFCs management and its auditors. It was assumed that these audited
financial statements are true and accurate.
UI has not undertaken an independent review of the fair market value of the Companys property,
plant and equipment. It was assumed that the value of the fixed assets as stated in the audited
financial statements and estimated 2011 financial accounts, are true and correct.
Some of the information contained in this report may have been taken from third-party sources or
publicly available information. We have not independently verified whether such facts or information
are true and correct.
No representation or warranty, expressed or implied, is made by UI or their respective principals,
directors, shareholders, officers, employees, agents, advisors or representatives, as to the accuracy
or completeness of any information, whether written or oral, contained in this Valuation Report. UI
expressly disclaims any and all liability which may be based on such information, errors therein or
omissions there from.
Unicapital, Inc.
Page | 7
2012
Nothing contained within this Fairness Opinion or Valuation Report is, or should be relied upon as, a
promise of representation as to the future performance of the Company. The financial information
contained herein was prepared by the Financial Advisor based on information available at the time
the Valuation Report was prepared, and there are no representations, warranties or other
assurances that any of the projections set forth herein will be realized.
UI has no obligation to update this report or our recommended valuation for information that comes
to our attention after the date of this report. This valuation report is based on the prevailing market,
corporate and economic conditions at the time of writing.
UI has also assumed that all governmental, regulatory and other consents and approvals necessary
for the consummation of the Transactions will be obtained without any material adverse effect on the
parties involved.
This valuation report does not constitute a selling document, a recommendation to purchase or sell
the Companys shares, and makes no reference to the likelihood or relative benefits of any
alternative transaction.
Information Sources
The following sources of information were used in the preparation of this report:
Certain publicly available business, stock market and historical financial information relating
to AMC;
Certain internal business and financial information provided by AMC and RFC for the
purpose of our analysis and on which basis we prepared our analysis, which include
estimates and financial forecasts;
Statements by members of AMCs senior management concerning the business and
financial prospects of the companies;
Information from AMCs corproate website;
Certain publicly available financial and stock market information (Bloomberg, Reuters,
Bloomberg Businessweek, Thompson One, Euromonitor International) regarding selected
listed companies in a similar line of business we believe are comparable to that of AMC;
Independent real estate appraisal reports by Cuervo Appraisers, Inc.; and
Certain publicly available information regarding, among other things, the milk industry,
general economic statistics and forecasts, as well as information on the Philippine capital
markets.
For the purposes of our analysis, UI has assumed that the financial and other information received
from AMC and other sources were accurate and complete and have relied on this information
without accepting any responsibility for independent verification.
UI has further relied on the assurances given by AMC and RFCs management that the latter is not
aware of any facts or circumstances that would render the information contained in this report
incomplete, inaccurate or misleading.
Unicapital, Inc.
Page | 8
2012
3/ Alaska Milk Corporation Overview

Alaska Milk Corporation (AMC) manufactures, distributes, and sells liquid, powdered, and ultraheat treated milk products under the Alaska, Carnation, Alpine, Liberty, Milkmaid, and Krem-Top
brand names in the Philippines. AMCs products include evaporated filled milk, sweetened
condensed filled milk, evaporated and condensed creamer, powdered filled milk, ultra heat treated
(UHT)/ready-to-drink (RTD) milk, UHT/ready-to-use all-purpose cream, and coffee creamer.
AMC was founded in 1972 and maintains its corporate headquarters at the 6th Floor Corinthian
Plaza, 121 Paseo de Roxas, Makati City, 1220, Philippines. AMC listed on the Philippine Stock
Exchange in 1995 via an Initial Public Offering to raise funds for the capacity expansion of its
powdered milk facilities. Investor and company information on AMC can be accessed through their
corporate website at www.alaskamilk.com. On March 9, 2012, the Company announced that Royal
Friesland Campina increased its stake in the Company from 8.1% to 68.9%
Business
For over thirty years, AMC has emerged as one of only two major players in the Philippine milk
industry, consistently maintaining brand leadership in the liquid canned milk category and holding a
strong and growing position in powdered milk. It has also expanded into higher value-added milk
products, particularly in UHT/Ready-to-Drink milk category. During the year ended December 31,
2010, the Company launched Krem Top Coffee Creamer and in 2009, introduced a yoghurt drink
targeted towards children. The company is entering faster growing categories, as its core products of
evaporated and condensed milk are already in a mature and slow-moving market.
PRODUCT PORTFOLIO
Canned Liquid Milk
Classic Line (Filled)
ALASKA Evaporada
ALASKA Sweet Condensed Milk ("SCM")
Value line (Creamers)
ALASKA Evaporada
ALASKA Condensada
Economy Line
Cowbell Condensada
Aquired
Liberty Condensada
Alpine FC Evaporada
Licensed
Carnation EvapCreamer
Carnation Condensada
Milkmaid FC SCM
Bulk
SCM & Condensada
Unicapital, Inc.
Powdered Milk
Regular
ALASKA Powdered Milk Drink
Coffee Creamer
Krem-Top
RTD/RTU Milk
White/Plain
ALASKA Fresh milk
ALASKA Slim low-fat fresh milk
ALASKA Hi-Calcium Non-fat milk
Flavored
ALASKA Choco!
ALASKA Sweet Milk!
ALASKA Yoghurt Drink
ALASKA Chocolate
ALASKA Crema
All-Purpose Cream
Culinary
ALASKA Classic (Tetra)
ALASKA Value (Tetra)
Liberty (Tetra)
Page | 9
2012
Production and Distribution

The Companys 7.5 hectare production facility in San Pedro, Laguna houses its production
equipment for liquid canned milk, powdered milk, and UHT milk. A leased logistics and distribution
center is located next to the plant and supports the nationwide distribution of the companys
products.
The Company does not import or export any of its products and focuses solely on the Philippine
market. The Company sells its products primarily to supermarkets, as well as directly to wholesalers,
convenience stores and regional distributors, which in turn sell the products to other small retailers
and down-line accounts, such as market stalls. The Company's products are sold to more than
250,000 outlets in the Philippines through its direct sales force and regional distributors. The
company has about 728 total employees.
Philippine Dairy Industry

The Philippine dairy industry is dominated in terms of production by the importing and processing
sector that provides for approximately 99% of gross domestic supply, with Nestl Philippines Inc. the
nationwide market leader and AMC leading the liquid milk sub-sector.
Market Share
International companies lead in drinking milk products with only Alaska Milk as the prominent
domestic player. Multinationals such as Nestl, Fonterra Brands, and others are estimated to
account for more than 70% of local sales.
Market Share (% retail value rsp)

Nestl Philippines, Inc.
Alaska Milk Corp.
Fonterra Brands (Phils), Inc.
Others
2010
58.10%
19.10%
9.50%
13.30%
2009
59%
17.70%
9.20%
14.10%
2008
58.70%
17.00%
9.70%
14.60%
F IGURE 1. SOURCE: EUROMONITOR INTERNATIONAL
Unicapital, Inc.
Page | 10
2012
Philippine Dairy Production

Dairy products are the countrys second largest agricultural import, next to wheat, that amounted to
about US$588 million in 2010 or a 29% increase from 2009. About 80% of imported milk is in
powder form. In terms of liquid milk equivalent (LME), the local supply does not exceed one percent.
Competitive Landscape and Trends

The Philippines, with an estimated population of 86 million, growing annually at 2.36 percent, is a
large market for milk and milk products. Dairy products are the countrys second largest agricultural
import after wheat. Major sources of imported dairy products are New Zealand, USA, Australia and
France.
Increases in global prices of milk have forced manufacturers to increase prices about 5% in 2011 to
adjust to ballooning input costs. However, the price increase was minimized to maintain consumer
demand.
Amid a difficult economic climate, companies are using pricing to compete. Lower-priced brands are
gaining market share as cash strapped customers turn to more affordable alternatives. In 2010,
AMC launched a new campaign claiming its powdered milk to be more delicious, more nutritious with
the addition of zinc and iron, and therefore more value-for-money. This positioning enabled the
company to report the fastest growth with its value sales up by 20% while its share reached 19%.
Dairy sales are forecasted to rise by a CAGR of 3% over 2011-2016 with sales reaching PhP 52
billion by 2016. The slow increase in dairy sales in the medium term is due to deepening market
penetration and stagnant income levels.
Unicapital, Inc.
Page | 11
2012
4/ Historical Financial Performance

Financial Summary
The following table presents summary financial information for AMC and should be read in
conjunction with the auditors report and with the consolidated financial statements and notes thereto
contained in this Valuation Report.
The summary financial data for the years ended December 31, 2006, 2007, 2008, 2009 and 2010
were derived from AMC's audited financial statements, prepared in accordance with PFRS and
audited by Sycip Gorres Velayo & Co.
(Financial Highlights in Millions PHP except for data per share)
Financial Statements
2006A
2007A
2008A
2009A
2010A
Income Statement
Revenues
Gross Profit
EBITDA
EBIT
Profit before tax
Profit (loss) for the period
5,921
1,542
590
472
568
403
9,082
2,387
1,209
960
992
667
9,968
2,064
694
368
434
291
10,580
3,759
2,050
1,698
1,727
1,409
12,163
4,604
2,668
2,288
2,336
1,816
Balance Sheet
Current assets
Noncurrent assets
Total assets
Current liabilities
Noncurrent liabilities
Total Liabilities
Equity
3,755
1,374
5,128
1,790
0
1,790
3,339
3,728
3,397
7,126
3,393
0
3,393
3,733
3,046
3,261
6,307
2,780
28
2,808
3,499
3,982
3,289
7,271
2,566
27
2,594
4,677
5,929
3,211
9,140
3,065
29
3,094
6,046
839
(245)
(1,814)
(389)
547
(372)
1,403
(1,149)
(216)
2,587
(504)
(1,376)
1,749
(404)
(1,043)
10
1,562
352
(2)
352
136
(1)
136
174
(24)
174
857
(48)
857
1,111
Cash Flow
Operating Cash Flow
Financing Cash Flow
Investing Cash Flow
Exchange Rates Change
Cash and Cash Equivalents beginning
Cash and Cash Equivalents ending
Financial Ratios
2006A
2007A
2008A
2009A
2010A
Liquidity Measurement Ratios

Current Ratio
Quick Ratio
Cash Ratio
2.10
1.54
1.22
1.10
0.28
0.04
1.10
0.38
0.06
1.55
1.09
0.74
1.93
1.23
0.96
Profitability Indicator Ratios

Profit Margin Analysis
Gross Profit Margin
EBITDA Margin
Pre-tax Profit Margin
Net Profit Margin
Return On Assets
Return On Equity
26%
10%
10%
7%
8%
12%
26%
13%
11%
7%
9%
18%
21%
7%
4%
3%
5%
8%
36%
19%
16%
13%
19%
30%
38%
22%
19%
15%
20%
30%
Unicapital, Inc.
Page | 12
2012
Return On Capital Employed
14%
26%
10%
36%
38%
Debt Ratios
Debt Ratio
Debt-Equity Ratio
Capitalization Ratio
Cash Flow To Debt Ratio
0.35
0.54
0%
0.47
0.48
0.91
0%
(0.11)
0.45
0.80
1%
0.50
0.36
0.55
1%
1.00
0.34
0.51
0%
0.57
5.74
7.50
7.47
6.98
7.78
0.14
0.59
(0.04)
1.82
0.14
0.83
0.24
0.86
0.14
0.80
0.47
2.43
(0.11)
(1.22)
0.50
5.84
1.01
7.17
0.57
5.03
964
3.46
0.87
0.42
6.14
966
3.86
(0.40)
0.69
9.40
922
3.79
1.52
0.32
10.81
886
5.27
2.92
1.59
11.93
881
6.87
1.99
2.06
13.81
53%
55%
105%
66%
39%
90%
12%
10%
-14%
-43%
-56%
-11%
-17%
-6%
6%
82%
196%
384%
15%
-8%
34%
15%
22%
30%
29%
26%
19%
29%
Operating Performance Ratios

Fixed-Asset Turnover
Sales/Revenue Per Employee
Cash Flow Indicator Ratios
Operating Cash Flow/Sales Ratio
Free Cash Flow/Operating Cash Ratio
Cash Flow Coverage Ratio
Short-term debt coverage ratio
Capital expenditure coverage ratio
Per Share Data
Outstanding Shares
Book Value
Cash Flow per share
Earnings per share
Sales per share
Growth Ratios
Revenue
Direct costs
EBITDA
Net Income
Assets
Liabilities
Stockholder's equity
Revenues
The Companys principal revenue sources are its liquid, powdered, and UHT milk product lines.
From 2006 up to 2010, AMCs sales grew at a 15.5% compounded annual rate which translates to
revenue of PHP 12.2 billion in 2010 from PHP 5.9 billion in 2006. The 15% increase in the revenue
in 2010 was primarily due to the increase in demand during the national election period, wherein the
typical giveaways of the politicians include milk products. Based on the unaudited actual financial
statements of the Company as of the end of December 31, 2011, AMC has PHP 11.8 billion worth of
sales.
On the average, Alaska liquid milk products contribute 55% to the sales volume and total revenue
per annum, while up to 45% comes from its powdered milk products. In terms of per product revenue
contribution, Alaska powdered milk significantly constitutes the 35% of the annual sales. The
following table below shows the revenue distribution per product line of the Alaska Milk Corporation
from 2006 up to 2010.
Unicapital, Inc.
Page | 13
Sales per Product (In Million PHP)

Evaporated
Evaporada
Sweetened Condensed Milk
Condensada
Powdered Milk
UHT
KremTop
Others
TOTAL
2006
13%
13%
9%
15%
44%
7%
0%
0%
100%
2007
18%
14%
14%
17%
33%
6%
0%
0%
100%
2012
2008
17%
15%
11%
15%
36%
6%
0%
0%
100%
2009
15%
15%
10%
14%
38%
7%
0%
1%
100%
2010
15%
14%
12%
15%
35%
8%
1%
0%
100%
Cost of Sales
In 2010, as the total revenue increased by 15%, the cost of sales increased by 11% from PHP 6.8
billion to PHP 7.6 billion. In effect to the decrease in the cost of raw materials used from 2008, the
cost of sales as percentage to the revenue decreased by 15% and 2% to 64% and 62% of the total
revenue in 2009 and 2010, accordingly. Based on the unaudited actual financial statements of the
Company as of the end of December 31, 2011, AMCs cost of sales as percentage to the revenue
was at 72% due to the change in the prices of the raw materials.
Gross Profit
On the average, the gross profit margin of the Company is 29% of the total revenue. In 2009 and
2010, the Company reflected 36% and 38% gross profit margin in relation to the improvement in the
cost of sales. The Companys gross profit grew at a 24% compounded annual rate from PHP 1.5
billion in 2006 to PHP 4.6 billion in 2010. Based on the actual unaudited financial statements as of
December 31, 2011, the Companys gross profit was PHP 3.3 billion.
EBITDA and Net Profit

From 2006 up to 2010, AMC EBITDA CAGR was 35%. The Companys EBITDA margin significantly
increased to 19% from 8% in 2008, which translates to PHP 2.0 billion EBITDA in 2009. In 2010,
AMCs EBITDA margin was 22% or equivalent to PHP 2.7 billion. Based on the actual unaudited
financial statements as of December 31, 2011, the Companys EBITDA was PHP 1.6 billion.
Furthermore, the Companys net profit margin grew by 29% to PHP 1.8 billion in 2010 from PHP 1.4
billion in 2009. In 2009 and 2010, AMCs net profit margin was 13% and 15%, respectively, which
reflected healthy profitability of the Company from 7% and 3% margin in 2007 and 2008. Based on
the actual unaudited financial statements as of December 31, 2011, the Companys net income was
PHP 1.1 billion, a 39% decline from the 2010 net income that was significantly an impact of the
change in cost of sales margin. For the past 5 years, the Companys net income CAGR was 35%.
Unicapital, Inc.
Page | 14
2012
Assets
As of end of December 31, 2010, the Companys total current and non-current assets are PHP 5.9
billion and PHP 3.2 billion, respectively. Over PHP 1.1 billion of the current assets are cash and cash
equivalents and PHP 827.8 million of trade and other receivables.
Cash and cash equivalents are increasing annually at a compounded rate of twenty-six percent
(26%), inventories eighteen percent (18%), and plant, property, and equipment nine percent(9%).
The Company has PHP 1.6 billion worth of property and equipment to and PHP 1.3 billion worth of
intangible assets which refer to the Companys trademarks, license brands, and computer software.
As of end of 2010, AMCs Return on Assets is equivalent to 20%. The following pie chart shows the
distribution of the Companys assets as of end of December 31, 2010.
Alaska Milk's Total Assets as of end 2010

Cash and cash equivalents
1% 0%
14%
Short-term investments
3%
12%
Trade and other receivables

Inventories
17%
20%
Prepaid expenses and other current

assets
Available-f or-sale investments
0%
Property, plant and equipment
1%
23%
9%
Investment Properties
Intangible assets
Def erred tax assets
Liabilities and Equity

The Company has a total of PHP 28.6 million long term debts as of the end of 2010. AMC has also
booked a total of PHP 2.1 billion trade and other payables and PHP 704.8 million in acceptances
payable. Other than the abovementioned liability accounts, no more are of significant figure. Below is
a pie chart of liabilities distribution of the Company as of end of 2010.
Unicapital, Inc.
Page | 15
2012
Outstanding Liabilities as of end 2010

0% 1%
4%
4%
Trade and other payables
23%
Acceptances payable
Income tax payable
Dividends payable
68%
Current portion of obligation under

finance leases
Obligation under finance leases - net
of current portion
As of end of 2010, AMC net equity book value is PHP 6.0 billion or PHP 6.87 book value per share.
Further, the Company has recorded PHP 402.6 million of treasury stock as of 2010.
AMC has achieved a high of 30% Return on Equity (ROE) in 2009 and 2010 and a low of 12% in
2006.
Cash Flows
Despite the 33% decrease in the income before working capital of AMC in 2008 since the change in
the direct cost was highly significant, the Companys income before working capital, on the 5-year
average, grew by 35.7% to PHP 2.8 billion in 2010 from PHP 0.6 billion in 2006.
On the 5-year average, the AMCs trades and accounts payable grew by 8% but in 2010, the
Company was able to collect PHP 72 million worth of receivables that is equivalent to 7% decrease
on the account.
Annually, AMC acquire property, plant and equipment for operations and expansions. In 2010, the
Companys acquisition cost of PPE was only PHP 173 million versus the PHP 308 million in 2011.
In 2010, the Companys net cash used in financing activities went down by 20% despite the 35%
increase in the dividends paid by the Company that is equivalent to PHP 360 million since the
Company has been cleared of bank loans in 2009.
On the 5-year average, AMCs net cash and cash equivalent grew by 26%. In 2010, the Companys
net cash and cash equivalents was PHP 1.1 billion, a 30% increase from the PHP 0.8 billion in 2009.
Based on the actual unaudited financial statements of the Company as of end of December 31,
2011, the AMCs net cash and cash equivalents grew by 178% to PHP 3 billion.
Unicapital, Inc.
Page | 16
2012
5/ Valuation
Net Asset Value
This method estimates the net residual value of the Company by carefully arriving at the round value
of its assets, using the latest property appraisal report prepared by third party property valuation
experts, and, subsequently deducting all its liabilities, there from.
Book Value Approach

Book value is the accounting value of the company's assets reduced by all claims on the Companys
assets that would take precedence over common equity in the event of liquidation of the Companys
shares such as liabilities. The book value approach takes into consideration the net equity value of
the Subject Shares as taken from the audited financial statements and adjusted to include any
revaluation increment from the latest property appraisals prior to the Transaction. The book value
per share is the book value of the company divided by the corporation's issued and outstanding
common shares prior to the Transaction.
Book Value = Assets Liabilities
Book Value per Share = Book Value / Number of issued and outstanding shares
Total Assets
Less: Total Liabilities
Stockholders Equity
Number of Shares Outstanding
Net Asset Value Per Share
12/31/2010
Audited
9,139,784,027
3,093,683,353
6,046,100,674
881,104,902
6.8620
12/31/2011
Unaudited
9,329,200,085
3,192,846,289
6,136,353,796
882,269,875
6.9552
Tangible Book Value Approach

The Tangible Book Value Approach is a similar but more conservative modification to the simple
Book Value Approach, whereby a companys value is determined by measuring its equity after
removing any intangible assets. It also represents the theoretical value that the shareholders would
receive if the company is liquidated. The tangible book value deducts the value of goodwill and
intangible assets. Similar to the simple book value approach, the tangible book value per share is
the adjusted equity book value divided by the number of outstanding shares prior to the Transaction.
Tangible Book Value = Assets Liabilities Intangible Assets Goodwill
Tangible Book Value per Share = Tangible Book Value / Number of issued and outstanding shares.
Total Assets
Add: Revaluation Surplus
Unicapital, Inc.
12/31/2010
Audited
9,139,784,027
0
12/31/2011
Unaudited
9,329,200,085
0
Page | 17
Less: Intangible Assets - net

Less: Total Liabilities
Stockholders Equity
Number of Shares Outstanding
Net Tangible Asset Value Per Share
1,310,444,899
3,093,683,353
4,735,655,775
881,104,902
5.3747
2012
1,142,330,734
3,192,846,289
4,994,023,063
882,269,875
5.66604
The Net Asset Value Per Share and Net Tangible Asset Value per Share of AMC ranges from PhP
6.86 to PhP6.96 and PhP5.37 to PhP5.67, respectively. Based on a review of the Companys
audited financial statements for the past five years, the Company has not undertaken any appraisal
of its property, plant and equipment, nor have any appraisal reports been provided for the Financial
Advisors review prior to the issuance of this Opinion. Therefore no revaluation increments were
recognized in the computation of the net asset value. Hence, at the last closing share price of AMC
at PhP 15.52 last March 8, 2012, AMCs stock is trading at a 126% and 123% premium to 2010 NAV
and 2011 estimated NAV.
While we have undertaken an analysis of the Companys Net Asset Value as part of our valuation
engagement, the Financial Advisor is of the opinion that the NAV approach does not adequately
capture AMCs valuation at this point in time. While it provides a sense of the cost a potential
investor in a similar business may incur in order to come up with the same asset base, this
methodology does not capture AMCs significant brand equity, share in the domestic drinking milk
market, and management experience as can be seen in the Companys continued dominance in the
market and ability to efficiently implement expansion plans.
Market Price of AMC Shares

The market price of a listed companys shares of stock is the clearest indication of how the shares
are valued by the investing public. AMCs stock was listed on the Philippine Stock Exchange on
January 17, 1995.
The Market Price Approach is the analysis of the 2 year high, low, and average trading price of the
Company before the transaction date. The historical market price captures the price the investing
public would be willing to pay for each AMC share within the past two years prior to the Transaction.
2-year Historical Share Price

Attached herein as Annex E is the two-year historical daily share price movement of AMC shares of
stock listed on the PSE with corresponding volumes.
Unicapital, Inc.
Page | 18
2012
4,000
16.00
3,500
15.00
3,000
14.00
2,500
13.00
2,000
12.00
1,500
11.00
1,000
10.00
2/8/2012
1/8/2012
12/8/2011
11/8/2011
10/8/2011
9/8/2011
8/8/2011
7/8/2011
6/8/2011
5/8/2011
4/8/2011
3/8/2011
2/8/2011
1/8/2011
12/8/2010
11/8/2010
10/8/2010
9/8/2010
8/8/2010
7/8/2010
8.00
6/8/2010
0
5/8/2010
9.00
4/8/2010
500
3/8/2010
Thousands
AMC: 2-year Historical Trading Price & Volume
F IGURE 2. SOURCE: T HOMPSON ONE

During the past two years, AMC shares traded within a range from PhP8.10 to PhP15.94. Beginning
at a closing price of PhP8.70 in March 2010, the AMC share price grew at a compounded annual
growth rate of 34% to close at PhP15.52 per share on March 6, 2012. The volume weighted average
price (VWAP) of the shares for the past two years is PhP12.33, while the median and mode trading
price are PhP12.84 and PhP13.00 per share respectively.
Current Market Price

Prior to the transaction, AMCs shares were last traded on March 6, 2012 at PhP15.52/share. This
price corresponds to the following valuation metrics:
2010A
Price to Earnings Ratio
Price to EBITDA
Price to Book Value Ratio
2011E*
7.54
5.13
2.26
12.37
8.07
2.23
*2011E based on figures Company provided unaudited FS and Company

estimates
Trading Volumes
Within the past two years, AMC shares have been traded in 470 trading days ( approximately 90% of
520 trading days), of which an average of around 181,477 shares have been traded daily. While the
shares seems to have been traded fairly often, the small average number of shares traded hints at
less liquidity in the market for AMC shares.
Discounted Cash Flow

The Discounted Cash Flow (DCF) Approach is derived from the assertion that a companys value
today or its Net Present Value (NPV), should be based on its inherent capacity to earn in the
future. This capacity is expressed through a stream of future cash flows. However, due to economic
Unicapital, Inc.
Page | 19
2012
factors such as inflation, interest rates and opportunity cost, a Peso received tomorrow is worth less
than a Peso received today. In order to determine its NPV, cash receipts in the future must then be
discounted back to the present at a particular discount rate. This discount rate basically represents
the opportunity cost of money. In essence, this fundamental assertion is called the time value of
money (TVM).
Similarly, since the cash flows that the Company will receive in the future are not equivalent to their
absolute values in monetary terms today, these future streams of cash flows should then be
discounted back to the present at a particular discount rate. The discounted amount is called the
Net Present Value (NPV).
FCFE The Free Cash Flow to Equity (FCFE) is a variation of the Discounted Cash Flow (DCF)
methodology. It derives the value of the company, in this case of the equity portion, by considering
cash flows available to equity stockholders (that is, after payment to other investors). Roughly, FCFE
is residual cash after considering EBITDA (after-tax), net borrowings, capital expenditures (capex),
and changes in working capital). Equity value is then the present value of all FCFE across time. In
projecting future cash flows and deriving equity value, certain assumptions need to be made (see
Assumptions section). FCFE and DCF valuation are based upon the assumption that the value of a
company is dependent upon the cash flows that are expected to be derived from it. For the case at
hand, FCFE is more preferred given that: a) the valuation is from an equity stockholder perspective;
b) a control perspective is assumed since FCFE considers cash flow decisions (e.g. capex,
dividends, borrowings, etc.); c) there have been no historical dividend payments.
Cost of Equity Computation

While it is estimated that by year end 2011, the Company will have PhP29.72 in finance lease
obligations, this amount is equivalent to 0.48% of the Companys estimated equity book value for the
same period. As such, the Cost of Equity was used instead in determining the appropriate discount
rate.
Cost of Equity
Risk Free Rate
+ Equity Risk Premium
Beta
x Country Premium
Expected Market Return
- Risk Free Rate
7.28%
4.23%
3.05%
0.41
7.45%
11.67%
4.23%
F IGURE 3. SOURCE: BLOOMBERG, PDEX WEBSITE
Assumptions, Methodology, and Results

Formula
FCFE = EBITDA (1-tax rate) + D/A (tax rate) (Change in WC) (CAPEX) debt service (1-tax
rate) + net borrowings where:
EBITDA (1-tax rate) = after-tax operating earnings and depreciation/amortization

D/A (tax rate) = tax shield derived from depreciation and amortization expense
Unicapital, Inc.
Page | 20
2012
Change in WC = change in working capital, or current assets less current liabilities

CAPEX = capital expenditures, or change in net PPE
Debt service (1-tax rate) = interest expense for the year adjusted for the tax advantage
Net borrowings = increase in fundings/liabilities
Determining the free cash flow to equity involves building pro-forma financial statements for the
projected number of years considered in the valuation. The projected financial statements for each
year follow these steps:
1. Establishing the primary determinant of shareholder value, the revenues.
2. Computing for the other accounts in the statement of financial performance. Except for
certain items, accounts are assumed to be a percentage of revenues (percent-of-sales
method). 5-year historical data is utilized to check for stability in the movement of the
accounts relative to revenues. Finally, either the latest percentage or the 5-year average is
used, whichever is more practical or conservative. If for example, the average was skewed
by an unusually large number, expert judgment is used in determining the most likely
percentage.
3. Among the usual exceptions to item 2 are the Depreciation and Amortization (D/A) amounts.
The D/A is dependent on the capital expenditure projections of the company (consistent with
the balance sheet PPE item).
4. Most balance sheet items will follow the percentage-of-sales method. Of course, the
Property, Plant, and Equipment (PPE) section depends on the capital expenditure
projections.
5. The liability and equity side of the balance sheet will generally depend on the funding
expectations. These include issuing/retiring debt or shares among other things.
6. For this valuation exercise, the cash and cash equivalents account was used as a balancing
figure since the funding expectations was already accounted for in the balance sheet. In
other cases, the mismatch between the asset side and the liabilities and equity side will
determine the additional funding needed (if assets is greater than the liabilities and equity) or
be used to acquire assets (if funding is greater than assets).
Results
This approach resulted in an indicative price of approximately PHP 17,297,784,793 to PHP
29,907,097,856 using perpetual cash flow as terminal value with a premium of 5.8% to 11.8% based
on the 5-yr PDST-R1 rate which is 4.2%.
Low
High
Discount Rate
15%
10%
Market Capitalization
17,297,784,793
29,907,097,856
Share Price
19.61
33.90
The projected financial statements show improved profitability and efficiency ratios from 2010 to
2011, then stabilizing over the next five years. Liquidity increases significantly over the next five
years. This is expected since the Company has no major CAPEX other than its annual additions to
property and equipment. This also takes into consideration that no additional debt funding will be
sourced since the Company's internally generated funding is sufficient for future projects, if any.
Unicapital, Inc.
Page | 21
2012
Market Comparator Approach

This approach is ideal for companies whose competitors are publicly listed. Otherwise known as
relative valuation, the market comparator approach ascertains the value of the shares of stock of a
particular company by comparing it to the values of companies in the same or similar industry or
sector, as determined by the market. Usually, applying this method involves the multiplication of the
firms projected financial performance for the year immediately succeeding the current year by a
factor commonly known as "multiple". The philosophy of this approach suggests that the multiplier is
the relevant number that translates the performance factor (i.e., net income after tax, EBITDA, etc.)
of the Company into its value.
The method of comparables values the company based on the average price multiple of similar
companies. The economic rationale for this method is the Law of One Price, which states that two
assets should sell at comparable price multiples. The challenge in using this method is the search
for comparable or similar companies as benchmarks. Ideally, these companies should be similar
in operations, structure, and outlook.
Basically, this approach involves the following steps: (i) identification of comparables such as the
shares of stock of publicly-listed companies in the same or similar business, industry or sector, and
the determination of their market prices; (ii) conversion of these market prices into standardized
price performance ratios or relationships usually expressed in multiples, i.e. price-earnings ratios
(PER), price-to-EBITDA multiple (P/EBITDA), and price-to-book value multiple (P/BV); and (iii)
comparing the standardized values arrived at with the value of the firm or asset being analyzed.
a. Price-Earnings Ratio (PER)
The PER measures the price that investors are willing to pay for each Peso of earnings after
tax that a company generates. This ratio, being easy to compute and widely available and
used when valuing stocks, makes comparison with the value of other listed companies within
the same or similar industry or sector a lot easier. It also serves as an indicator for other
characteristics of the firm such as risk and prospects for growth. It has to be noted that this
approach is a popular benchmark for valuation. The PER ratio is computed by dividing the
estimated market value of a Company by its earnings or net income for the year immediately
succeeding the current year.
b. Price to Book Value (P/BV)
This ratio measures the relationship of the market value of a firm versus the amount the firm
has received from its stockholders in the form of investments or money reinvested in their
behalfthe retained earnings. It indicates how much a firm is worth as the market dictates,
and how much it took and is taking its owners to keep it in operation. Thus, the price-to-book
value ratio indicates the extent of premium or discount imputed by stock market investors
vis--vis its net book value.
c. Price to Sales (P/S)
The price to sales or revenue measures the price that investors are willing to pay for every
Peso of sales that a company generates. This ratio is a valuation relative to the companys
own performance and to other companies or the market itself. The P/S ratio is computed by
Unicapital, Inc.
Page | 22
2012
dividing the estimated market value of a Company by its sales or revenue for the year
immediately succeeding the current year.
d. Price to Cash Flow (P/CF)
This ratio measures the market's expectations of a firm's future financial health. This
measure deals with the cash flow of the company, thus the effects of depreciation and other
non-cash factors are removed. Similar to PER, this measure provides an indication of
relative value.
e. EBITDA Multiple
The EBITDA (earnings before interest, taxes, depreciation and amortization) multiple
measures the price that investors are willing to pay for each Peso of operating cash that a
Company generates. The EBITDA Multiple is computed by dividing the estimated market
value of a Company by its EBITDA for the year immediately succeeding the current year.
Peer Group
A group of listed companies operating in the milk industry (Peer Group) from China, Korea, Hong
Kong, and Vietnam was used as a benchmark as follows:
Symbol
600597-SH
005990-KQ
2319-HK
VNM-VH
600887-SH
Name
Bright Dairy & Food Company Limited
Maeil Dairy Industry Company Limited
China Mengniu Dairy Company Limited
Vietnam Dairy Products Jsc
Inner Mongolia Yili Industrial Group Company Limited
Stock Exchange Market Cap. (In MM USD)

Shanghai
2,011.00
Korea
12.88
Hong Kong
6.46
Ho Chi Minh
9.35
Shanghai
19.59
These companies were selected for their similarity to AMCs business model and operations within
the Asia Pacific region. Listed dairy companies who owned farms or cow-breeding facilities were not
considered. The above-listed comparable companies yielded the following 2011 weighted average
and median price performance multiples:
2011
17.59
P/E (Median)
17.96
11.34
P/CF (Median)
9.35
2.78
P/B (Median)
2.97
1.38
P/S (Median)
0.82

EV/EBITDA (Median)
Unicapital, Inc.
7.19
10.99
Page | 23
2012
Comparable Companies Analysis

a. Price-Earnings Ratio (PER)
The peer groups weighted average PER was 17.59x, and its median PER was 17.96x in
2011. The estimated value based on the peer group average is discounted by 0-10% with a
corresponding discounted PER multiple of 15.83x to 17.96x in 2011. A discount of up to 10%
was applied to account for the smaller scale of AMCs operations and slight market illiquidity.
The price range is from PhP 19.86 per share to PhP 22.54 per share in 2011, based on 2011
unaudited financials and on a 0-10% discount.
b. Price to Operating Cash Flow (P/CF)
The peer groups weighted average P/CF was 11.34x, and its median PER was 9.35x in
2011. The estimated value based on the peer group average is discounted by 0-10% with a
corresponding discounted P/CF multiple of 8.41x to 11.34x in 2011.
c. Price to Book Value (P/BV)
The peer groups weighted average P/BV was 2.78, and its median PER was 2.97x in 2011.
The estimated value based on the peer group average is discounted by 0-10% with a
corresponding discounted P/BV multiple of 2.50x to 2.97x in 2011.
d. Price to Sales (P/S)
The peer groups weighted average P/S was 1.38x, and its median PER was 0.82x in 2011.
The estimated value based on the peer group average is discounted by 0-10% with a
corresponding discounted P/S multiple of 0.74x to 1.38x in 2011.
e. Enterprise Value-to-EBITDA (EV/EBITDA)
The peer groups weighted average EV/EBITDA was 7.19x, and its median PER was 10.99x
in 2011. The estimated value based on the peer group average is discounted by 0-10% with
a corresponding discounted EV/EBITDA multiple of 6.83x to 10.99x in 2011.
Unicapital, Inc.
Page | 24
2012
The following tables and charts illustrate the resulting indicative valuation ranges from the
comparable companies analysis.
2011
P/E (Median)
P/CF (Median)
P/B (Median)
P/S (Median)
EV/EBITDA (Median)
Low
17,519,456,211
17,893,837,345
20,065,493,146
16,530,438,316
15,359,725,185
16,416,866,151
14,695,177,375
8,701,302,991
10,879,435,140
16,691,376,812
Med
18,492,759,334
18,887,939,420
21,180,242,765
17,448,796,000
16,213,043,251
17,328,914,270
15,511,576,118
9,184,708,713
11,483,848,203
17,618,675,524
High
19,466,062,456
19,882,041,494
22,294,992,385
18,367,153,685
17,066,361,317
18,240,962,390
16,327,974,862
9,668,114,435
12,088,261,266
18,545,974,235
2011 Market Comparator Approach: Market Capitalization

EV/EBITDA (Median)
P/S (Median)
P/B (Median)
P/CF (Median)
P/E (Median)
-
5.00
10.00
15.00
20.00
25.00
Billions
As illustrated in the chart above, the market comparator approach yielded an indicative valuation
range from PhP15 - 19 billion or an equivalent share price of approximately PhP17 23.
Unicapital, Inc.
Page | 25
2011
P/E (Median)
P/CF (Median)
P/B (Median)
P/S (Median)
EV/EBITDA (Median)
Low
19.86
20.28
22.74
18.74
17.41
18.61
16.66
9.86
12.33
18.92
2012
Med
20.96
21.41
24.01
19.78
18.38
19.64
17.58
10.41
13.02
19.97
High
22.06
22.54
25.27
20.82
19.34
20.68
18.51
10.96
13.70
21.02
2011 Market Comparator Approach: Share Price

EV/EBITDA (Median)
P/S (Median)
P/B (Median)
P/CF (Median)
P/E (Median)
-
5.00
10.00
15.00
20.00
25.00
30.00
Comparable Transactions Analysis

A valuation analysis was also conducted based on previously completed transactions in the milk
industry since 2007 in which the target company was a company comparable to AMC.
Mean
Median
Ratio of Enterprise
Value to EBITDA
14.23
10.45
Enterprise Value
at Announcement
($mil)
770.09
62.75
The multiples derived from the comparable transactions were applied to AMCs 2011 unaudited
financial results. This resulted in a valuation of PhP 27.25 per share based on mean EV/EBITDA and
PhP 19.98 per share based on median EV/EBITDA.
Unicapital, Inc.
Page | 26
2012
Historical Premium Analysis

Past public takeovers of quoted dairy target companies since 2010 were analyzed to compare mean
and median premiums paid to the premium offered to AMC shareholders.
Mean
Median
Premium over
52 Week-VWAP
50.0%
21.5%
Premium over
Open
30.6%
34.8%
In order to evaluate the price per share based on historical premiums paid, the paid premiums of
public transactions in the last two years in which the target company was in the milk industry were
analysed. An average premium of 50.0% on VWAP and an average premium of 30.6% over days
open were observed. Applying these same premium levels to AMCs historical price, a valuation
price range of PhP 19.95 20.99 per share of the Company is derived.
Recommended Valuation
Therefore, upon careful analysis of valuation ranges derived through different methods and
considering the financial performance of AMC for the past few years and significant qualitative
factors affecting the market in general, the Financial Advisor is of the opinion that Alaska Milk
Corporations shares may be considered fairly valued within the following recommended market
capitalization range:
Low
High
Fair Value Market Capitalization (PHP)

17,000,000,000
22,000,000,000
A 10% discount rate was applied to the resulting multiples of the Peer Group to account for the
larger size, diversification and stability of these listed firms. The above recommended range falls
within the broader range of the DCF valuation and captures the resulting indicative valuation from
the analysis of the Price to Earnings, Price to Book and Price to Cash Flow multiples of the peer
group, as well as the indicative valuation ranges resulting from an analysis of previously concluded
similar M&A transactions within the industry and the impact of acquisitions on the market price. The
recommended valuation range corresponds to a share price range of PhP19.27 to PhP24.94.
Unicapital, Inc.
Page | 27
2012
Annexes
A. Assumptions to the Financial Projections
B. Summary Financial Projections
C. Data on Market Comparable Companies
D. Data on Comparable Transactions
E. AMC 2-year Historical Price
F. Mandate Agreement
Unicapital, Inc.
Page | 28
2012
ANNEX A: ASSUMPTIONS TO THE FINANCIAL PROJECTIONS

REVENUE PER PRODUCT LINE
Net Sales Per Product (in MT)
2006A
2007A
2008A
2009A
2010A
2011A
2012F
2013F
2014F
2015F
Evaporated
Evaporada
Condensada
Powdered Milk
Uht
Kremtop
Others
Total
9,276
17,761
6,095
12,257
13,100
6,402
0
0
64,891
19,997
27,471
13,636
19,138
13,588
7,168
0
0
100,999
20,552
32,060
11,279
18,949
14,815
8,538
0
0
106,193
23,140
34,177
11,552
19,717
18,215
10,459
0
347
117,606
28,999
37,250
14,723
24,734
19,231
13,867
704
99
139,606
27,718
37,607
11,451
22,646
18,161
16,079
2,113
0
135,775
31,113
41,462
12,625
24,967
19,296
17,727
2,330
0
149,520
34,925
45,712
13,919
27,526
20,502
19,544
2,568
0
164,696
39,203
50,397
15,345
30,348
21,783
21,547
2,832
0
181,456
44,006
55,563
16,918
33,458
23,145
23,756
3,122
0
199,968
Average Selling Price (per MT)

Evaporated
Evaporada
Condensada
Powdered Milk
Uht
Kremtop
Others
77,285
41,713
79,305
67,110
186,626
61,005
0
0
78,794
44,248
89,503
78,485
214,287
70,656
0
0
79,374
46,593
95,143
79,138
238,722
71,226
0
0
66,959
46,499
95,222
74,439
221,169
69,179
37,743
351,440
63,868
46,658
95,341
73,590
219,863
71,075
142,405
349,541
64,374
46,642
99,149
73,439
223,634
69,693
133,898
0
65,822
47,691
103,363
75,091
230,902
71,261
136,911
0
67,139
50,404
113,265
82,601
265,537
77,185
139,649
0
68,649
51,538
118,079
84,459
274,167
78,922
142,791
0
70,194
52,698
123,097
86,359
283,078
80,698
146,004
0
Average Sales Per Product (in PHP M)

Evaporated
Evaporada
Condensada
Powdered Milk
Uht
Kremtop
Others
Total
716.9
740.9
483.3
822.5
2,444.9
390.5
0.0
0.0
5,599.1
1,575.7
1,215.6
1,220.5
1,502.0
2,911.8
506.5
0.0
0.0
8,931.9
1,631.3
1,493.8
1,073.1
1,499.6
3,536.7
608.1
0.0
0.0
9,842.6
1,549.4
1,589.2
1,100.0
1,467.7
4,028.7
723.5
0.0
121.9
10,580.4
1,852.1
1,738.0
1,403.7
1,820.1
4,228.2
985.6
100.2
34.8
12,162.7
1,784.3
1,754.1
1,135.4
1,663.1
4,061.4
1,120.6
282.9
0.0
11,801.8
2,048.0
1,977.4
1,304.9
1,874.8
4,455.5
1,263.3
318.9
0.0
13,242.8
2,344.8
2,304.1
1,576.5
2,273.7
5,444.1
1,508.5
358.7
0.0
15,810.3
2,691.3
2,597.4
1,812.0
2,563.1
5,972.3
1,700.6
404.3
0.0
17,741.0
3,088.9
2,928.0
2,082.6
2,889.5
6,551.8
1,917.1
455.8
0.0
19,913.7
TOTAL COST OF SALES

2011
2012
2013
2014
2015
Unicapital, Inc.
Evap
650.9
1,383.6
1,635.6
1,757.7
2,078.4
Evaporada
2,015.3
1,363.8
1,605.8
1,712.5
1,996.2
Condensed
1,247.3
994.2
1,184.3
1,325.7
1,574.7
Condensada
2,863.1
2,066.8
2,495.8
2,723.6
3,246.7
Powdered Milk
3,287.1
2,490.6
2,854.2
2,953.8
3,286.8
Non-Dairy Creamer
219.0
439.7
525.0
591.8
667.1
UHT
2,442.6
382.1
434.3
477.8
544.6
Total Cost Sales

8,470.7
9,120.9
10,735.1
11,542.8
13,394.4
Annex A | 1
2012
FINANCIAL PROJECTIONS ASSUMPTIONS

Income Statement
Revenues
For 2011 to 2015, the following growth rates are applied on the volume production of each business
segment based on its historical growth per annum:
Product
Evaporated
Evaporada
Condensada
Powdered Milk
Uht
Kremtop
Growth Assumption
12%
10%
10%
10%
6%
10%
10%
Moreover, AMC applies change to the selling price of each of its products annually. Summarized below
are the assumptions made to each product line. However, in 2013, a different set of assumption is used
to mitigate the projected increase in prices of the raw materials used.
Product
Evaporated
Evaporada
Condensada
Powdered Milk
Uht
Kremtop
Growth Assumption 2012, 2014-2015

2%
2%
4%
2%
3%
2%
2%
2013
2%
6%
10%
10%
15%
8%
2%
Cost of Sales
AMCs main raw materials for its milk product lines are skim milk powder, coconut oil, sugar and tinplates.
The following growth assumptions are used:
Raw Materials
SMP
Other Materials:
Coconut Oil
Sugar
Tinplates
Growth Assumption
5%
2012 Growth Decrease
9%
12%
9%
-20%
-25%
The historical changes in trading prices of the individual raw materials are considered in making the
growth assumptions. But in 2012, in the anticipation of the decrease in the price of coconut oil and tin
based on the historical trend, the growth applied for the year is -20% and -25%.
Operating Expenses
The operating expenses of the Company are fairly equivalent year-on-year as percentage to the revenue.
The historical percentage to the revenue of the operating expenses that are used as assumptions are
summarized below:
Operating Expenses
Unicapital, Inc.
As percentage to the Revenue
Annex A | 2

Selling and marketing
Personnel expenses
Depreciation and amortization
Taxes and licenses
Rent
Transportation and travel
Utilities
Communication
Entertainment, amusement and recreation
Others
2012
11%
3%
0.30%
0.35%
0.25%
0.10%
0.10%
0.03%
0.60%
Tax
AMC has corporate income tax exemptions on some of its businesses, but for conservatism purposes
30% income tax rate is applied moving forward.
Balance Sheet
Short term investments
Historically, the Company has fluctuating movement on its short term investments. Moving forward, flat
10% growth rate is applied.
On the average, trade and other receivables is equivalent to 9% as percentage to the revenue, which is
used as the assumption for 2012 to 2015 account.
Inventories
The inventories account is projected as 30% of the total raw materials used per annum based on its
historical average.
Property, Plant & Equipment
An annual increase of 10% of the PPE beginning balance is estimated based on the historical average
capital expenditures of the Company. The depreciation expense of the Company is projected as 11% of
the PPE ending balance for the year while the amortization of the intangible assets was based on its
historical decrease of PHP 162 million.
Liabilities
Trade and other payables and acceptances payables
Based on the average historical figures, the trade and other payables and acceptances payables of the
Company are projected as 23% and 10% of the Companys total cost of sales per annum.
Dividends
In 2012, the outstanding balance on the dividends payable as of end of December 31, 2011 is assumed
to be all paid out. Moving forward, 30% of the total comprehensive net income is estimated to be dividend
out per annum.
Equity
No change in additional paid-in capital and treasury shares are expected.
Unicapital, Inc.
Annex A | 3
2012
ANNEX B: SUMMARY FINANCIAL PROJECTIONS

Financial Projections
Income Statement
2011E
2012F
2013F
2014F
2015F
11,801.8
13,242.8
15,432.7
17,312.2
19,426.9
Cost of Sales
8,470.7
9,120.9
10,656.9
11,454.4
13,294.5
Gross Profit
3,331.1
4,121.9
4,775.8
5,857.8
6,132.4
Operating Expenses
Selling and marketing
Personnel expenses
Taxes and licenses
Rent
Transportation and travel
Utilities
Communication
Entertainment, amusement and recreation
Others
Total Operating Expenses
1,363.0
305.8
226.2
37.8
35.8
24.2
9.8
6.6
2.8
72.6
2,084.6
1,456.7
397.3
227.9
39.7
46.3
33.1
13.2
13.2
4.0
79.5
2,311.0
1,697.6
463.0
234.5
46.3
54.0
38.6
15.4
15.4
4.6
92.6
2,662.0
1,904.3
519.4
241.7
51.9
60.6
43.3
17.3
17.3
5.2
103.9
2,964.9
2,137.0
582.8
249.6
58.3
68.0
48.6
19.4
19.4
5.8
116.6
3,305.5
Income from Operations
1,246.5
1,810.9
2,113.8
2,892.9
2,826.9
Other Income (Expenses)
58.0
Toll/FX/FloodLoss
(2.0)
1,302.5
1,810.9
2,113.8
2,892.9
2,826.9
267.0
(71.4)
195.6
543.3
634.1
867.9
848.1
543.3
634.1
867.9
848.1
1,106.9
1,267.6
1,479.6
2,025.1
1,978.9
(In PhP Thousands)

Revenues
Income Before Tax

Provision for (Benefit From) Income Tax
Current
Deferred
Total Comprehensive Income/Net Income
Unicapital, Inc.
Annex B | 1
2012

Balance Sheet
(In PhP Thousands)
2011E
2012F
2013F
ASSETS
Current Assets
Cash and cash equivalents
Inventories
Prepaid expenses and other current assets
Total Current Assets
3,093.9
691.1
1,123.2
1,434.5
64.1
6,406.8
2,825.1
760.2
1,191.9
2,383.1
82.1
7,242.3
Noncurrent Assets
Available-for-sale investments
Property, plant and equipment
Intangible assets
Deferred tax assets
Net pension assets
Other noncurrent assets
Total Non-Current Assets
2.6
1,519.6
1,142.3
189.2
47.5
21.3
2,922.4
Total Assets
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Acceptances payable
Income tax payable
Dividends payable
Current portion of oblig. under finance leases
Total Current Liabilities
2014F
2015F
3,745.6
836.2
1,388.9
2,790.4
95.9
8,857.0
5,039.4
919.8
1,558.1
2,981.1
103.1
10,601.5
6,290.2
1,011.8
1,748.4
3,478.7
119.7
12,648.7
2.6
1,594.9
980.0
189.2
47.5
21.3
2,835.4
2.6
1,677.7
817.6
189.2
47.5
21.3
2,755.8
2.6
1,768.8
655.3
189.2
47.5
21.3
2,684.6
2.6
1,869.1
492.9
189.2
47.5
21.3
2,622.5
9,329.2
10,077.7
11,612.9
13,286.1
15,271.2
2,456.7
446.5
21.9
238.0
7.5
3,170.6
2,097.8
912.1
21.9
0.0
7.5
3,039.2
2,451.1
1,065.7
21.9
0.0
7.5
3,546.1
2,634.5
1,145.4
21.9
0.0
7.3
3,809.1
3,057.7
1,329.4
21.9
0.0
22.2
14.8
7.3
0.0
0.0
Total Liabilities
3,192.8
3,054.0
3,553.4
3,809.1
4,409.1
Stockholders Equity
Capital stock
Additional paid-in capital
Retained earnings
Appropriated
Unappropriated
Treasury stock
Total Stockholders Equity
973.3
196.8
5,368.9
2,402.4
2,966.5
(402.6)
6,136.4
973.3
196.8
6,256.3
2,762.6
3,493.6
(402.6)
7,023.7
973.3
196.8
7,292.0
3,158.8
4,133.2
(402.6)
8,059.4
973.3
196.8
8,709.5
3,594.7
5,114.9
(402.6)
9,477.0
973.3
196.8
10,094.8
3,594.7
6,500.1
(402.6)
10,862.2
Total Liabilities and Stockholders' Equity
9,329.2
10,077.7
11,612.9
13,286.1
15,271.2
Noncurrent Liability
Obligation under finance leases
Unicapital, Inc.
4,409.1
Annex B | 2
2012

Statement of Cash Flows
(In PhP Thousands)
Cash flows from Operating Activities
Income before tax
Adjustments for:
Income before working capital changes
Decrease (increase) in:
Inventories
Prepaid expenses and other current assets
Increase (decrease) in:
Acceptances payable
Cash generated from operations
Income tax paid
Net cash provided by operating activities
Cash flows from Investing Activities
Acquisition of property, plant and equipment
Decrease (increase) in:
Other noncurrent assets
Intangible assets
Net cash used in investing activities
Cash flows from Financing Activities
Payment of dividends
Proceeds from issuance of capital stock
Payment of obligation under finance lease
Net cash used in financing activities
2011E
2012F
2013F
2014F
2015F
1,302.5
1,810.9
2,113.8
2,892.9
2,826.9
393.3
1,695.8
414.5
2,225.4
439.7
2,553.5
467.4
3,360.4
497.9
3,324.9
(295.4)
683.2
(25.2)
(68.6)
(948.7)
(17.9)
(197.1)
(407.2)
(13.8)
(169.2)
(190.7)
(7.2)
(190.3)
(497.6)
(16.6)
360.7
(258.2)
2,160.9
(195.6)
1,965.3
(358.9)
465.5
1,296.8
(543.3)
753.5
353.3
153.6
2,442.2
(634.1)
1,808.1
183.4
79.8
3,256.5
(867.9)
2,388.6
423.2
184.0
3,227.7
(848.1)
2,379.6
(518.2)
(327.4)
(360.2)
(396.2)
(435.8)
1,142.9
8.2
(168.1)
464.8
(69.1)
0.0
(76.0)
0.0
(83.6)
0.0
(92.0)
0.0
(396.5)
(436.2)
(479.8)
(527.8)
(618.3)
(443.9)
(607.5)
(593.7)
(7.5)
(625.8)
(7.5)
(451.4)
(7.5)
(615.0)
(7.3)
(600.9)
(55.1)
46.2
(6.1)
(15.0)
Effect of exchange rate changes on cash and

cash equivalents
(5.0)
Net increase in cash and cash equivalents
2,410.0
(268.8)
920.5
1,293.8
1,250.8
CASH AND CASH EQUIVALENTS BEG

CASH AND CASH EQUIVALENTS END
1,110.6
3,520.7
3,093.9
2,825.1
2,825.1
3,745.6
3,745.6
5,039.4
5,039.4
6,290.2
Unicapital, Inc.
Annex B | 3
2012
ANNEX C: DATA ON MARKET COMPARABLE COMPANIES
Symbol
Name
2010
Closing
Price
(In USD)
Market Cap.
(In USD Mns)
P/E
P/CF
P/B
2011
P/S
EV/
EBITDA
P/E
P/CF
P/B
2012
P/S
EV/
EBITDA
P/E
P/CF
P/B
P/S
EV/
EBITDA
600597-SH
Bright Dairy
1.50
1,486,109.60
50.1
18.8
4.3
1.0
35.4
12.9
3.6
0.8
28.4
10.9
3.2
0.7
005990-KQ
Maeil Dairy
14.41
198,488.89
9.4
9.9
0.8
0.2
5.8
27.3
6.5
0.8
0.2
9.1
4.6
0.7
0.2
2319-HK
Mengniu Dairy
2.65
4,060,761.42
24.1
11.5
3.0
1.0
13.8
15.6
9.3
2.3
0.7
9.5
17.1
9.8
2.4
0.7
8.3
VNM-VH
Vietnam Dairy
2.94
3,431,959.40
8.9
14.7
4.1
3.1
11.1
19.6
3.3
10.0
1.0
4.1
1.8
600887-SH
Yili
2.80
5,168,836.56
40.0
20.0
6.7
1.0
21.3
18.0
7.2
4.8
0.9
12.5
17.9
8.2
4.2
0.8
11.0
Weighted Average
28.7
16.1
4.7
1.5
11.6
17.6
11.3
2.8
1.4
7.2
16.7
7.1
3.5
1.0
6.3
Median
24.1
14.7
4.1
1.0
5.8
18.0
9.3
3.0
0.8
11.0
17.1
8.2
3.2
0.7
9.7
Name
Bright Dairy &
Food
Company
Limited
Maeil Dairy
Industry
Company
Limited
Stock Exchange
Shanghai
Korea
Business Description
Bright Dairy & Food Co., Ltd is principally engaged in the processing, production and distribution of dairy products.
The Company's major products are fresh milk, including ordinary milk, functional milk and milk for children; ultra
heat treated (UHT) milk, including ordinary milk, flavor milk and products for children; yogurt, including ordinary
yogurt and fruit yogurt; milk powder, including products for infants, products for adults and industrial milk powder
products; juice, including orange juice, carrot juice, apple juice, grape juice and vegetable juice, among others, as
well as cheese products.
The Company distributes its products in domestic market, with Shanghai as its major market. As of December 31,
2010, the Company had 13 subsidiaries, which involved in diary product processing, Website development and
operation.
Maeil Dairies Co., Ltd. is a Korea-based company engaged in the production and sale of milk products. The
Company provides four categories of products: baby foods, including powdered milk, baby food, functional
powdered milk, baby juice and others under the brand names of Absolute Goong, Absolute and others; milk,
consisting of regular milk, functional milk, sterilized milk and processed milk; fermented milk, including thick
fermented milk, liquid fermented milk and stirred fermented milk under the brand names of Gut and others, and
drinks and other food, consisting of juice, coffee, cheese and soy milk.
As of December 31, 2010, the Company had eight affiliated companies. On April 1, 2010, the Company merged
with its wholly owned subsidiary SangHa Co.,Ltd, a Korea-based manufacturer of dairy products.
Unicapital, Inc.
Annex C | 1
Name
China
Mengniu Dairy
Company
Limited
Vietnam Dairy
Products Jsc
Inner Mongolia
Yili Industrial
Group
Company
Limited
Stock Exchange
Hong Kong
Ho Chi Minh
Shanghai
2012
Business Description
China Mengniu Dairy Company Limited (Mengniu) is an investment holding company. It operates in three
segments: Liquid milk products segment, Ice cream products segment and the Other dairy products segment. The
Liquid milk products segment is engaged in the manufacture and distribution of ultra-high temperature milk (UHT
milk), milk beverages and yogurt. The Ice cream products segment is engaged in the manufacture and distribution
of ice cream. The Other dairy products segment mainly manufactures and distributes milk powder. The Company
and its subsidiaries manufacture and distribute dairy products in China. Its core brand includes MENGNIU. The
Companys diversified products range include liquid milk products, such as UHT milk, milk beverages and yogurt,
ice cream and other dairy products, such as milk powder.
On November 30, 2010, Mengniu acquired a 51% interest in Shijiazhuang Junlebao Dairy Co., Ltd. (Junlebao),
which is a yogurt manufacturer in northern China.
Vietnam Dairy Products Joint Stock Company, through its subsidiaries, produces and distributes dairy products in
Vietnam and internationally. It offers fresh milk, yogurt, drinking yogurt, fermented yogurt, ice cream, and cheese
under the VINAMILK brand name; milk powder for pregnant and breast feeding woman, milk powder for babies,
and powdered/nutritious/slimming milk for elders under the DIELAC brand name; and cereal for kids under the
RIDIELAC brand name. The company also provides soybean milk, fruit juice, smoothie, and green tea under the
V-FRESH brand name; and condensed milk. In addition, it involves in the trade of food technology, spare parts,
equipment, materials, and chemicals; trade of houses; brokerage and leasing of real estate; provision of
warehouse, transportation, and loading services; manufacture, sale, and distribution of beverages, grocery and
processing foods, and roasted-ground filtered and instant coffee; manufacture and sale of plastic packages and
label printing, and plastic products; health care clinic operations; cattle raising and agricultural operations;
activities supporting agricultural operations, such as supply of seeds of cultivated crops, guidance on cultivation
techniques, cultivation harvest, soil working, and irrigation; cattle raising, including supply of breeding animals and
breeding techniques; post-harvest services; and provision of treatments on seeds for multiplication purposes.
It also exports its products primarily to the Middle East, Cambodia, Laos, and the Philippines. The company was
formerly known as Vietnam Dairy Company and changed its name to Vietnam Dairy Products Joint Stock
Company in November 2003. Vietnam Dairy Products Joint Stock Company was founded in 1976 and is
headquartered in Ho Chi Minh city, Vietnam.
Inner Mongolia Yili Industrial Group Co., Ltd. is principally engaged in production and distribution of dairy products
and mixed feedstuffs. The Company's major products include liquid milk products, including milk, dairy drinks, milk
and dairy drinks for children; milk powder and milk products, including milk powder for infants, milk powder for
adults, soybean powder and dairy snacks, as well as cold drink products and mixed feedstuffs, among others.
The Company also involves in production and distribution of yoghurt and cheese. It distributes its products
primarily in domestic markets.
Unicapital, Inc.
Annex C | 2
2012
ANNEX D: DATA ON COMPARABLE TRANSACTIONS
Acquiror Name
Ranking
Value inc.
Net Debt
of Target
($Mil)
Status
Ratio of
Deal
Value to
Sales
Ratio of
Enterprise
Value to
EBITDA
Ratio of
Enterprise
Value to
EBIT
% of
Shares
Acq.
%
Owned
After
Transaction
Enterprise
Value at
Announcement
($mil)
Equity Value
at
Announcement
($mil)
Royal FrieslandCampina NV
302.37
Intended
1.867
10.892
14.247
434.587
497.981
Royal FrieslandCampina NV
155.43
Pending
1.867
10.892
14.247
434.587
497.981
Muller Dairy (UK) Ltd
429.75
Unconditional
0.301
4.466
7.606
429.745
422.263
COFCO Ltd
486.79
Completed
1.341
17.197
26.772
8%
28%
5,089.149
5,989.282
Pending
0.203
4.083
6.865
17.408
14.232
Ukrproduct Group
2.99
Investor Group
3,598.52
Completed
1.030
9.794
15.342
52%
80%
4,825.670
6,862.442
Groupe Lactalis SA
1,056.79
Completed
1.131
10.183
15.638
15%
29%
4,836.078
6,901.125
Groupe Lactalis SA
689.95
Completed
1.002
8.522
13.086
11%
11%
4,003.442
6,041.569
Grupo Lactalis Iberia SA
11.06
Pending
1.630
34.791
nm
54.782
36.987
Pepsi-Cola(Bermuda)Ltd
4,569.46
Completed
2.360
22.142
36.544
66%
77%
6,527.032
5,757.576
Pepsi-Cola(Bermuda)Ltd
1,375.67
Completed
2.232
19.969
32.957
23%
100%
6,820.836
5,976.626
103.03
Pending
1.880
8.952
9.873
103.028
103.846
17.47
Completed
0.375
5.248
7.524
11%
11%
217.965
116.481
Saputo Inc
388.91
Intended
1.330
10.423
12.100
8,022.421
7,801.692
Dicastor Holdings Ltd
470.00
Completed
1.037
8.912
13.782
18%
18%
2,880.703
2,559.913
Sino Fountain Ltd
260.70
Completed
2.715
66.606
nm
23%
23%
1,206.300
1,134.658
Kirin Holdings Co Ltd
974.65
Completed
1.573
10.479
12.263
15%
15%
8,582.996
6,630.236
Groupe Danone SA
50.44
Completed
3.624
32.604
37.196
100%
100%
50.438
62.000
Clover Industries Ltd
45.63
Completed
0.176
14.484
54.698
35%
35%
261.951
130.376
Danone SA
Bega Cheese Ltd
Unicapital, Inc.
Annex D | 1
2012
ANNEX E: AMC 2-YEAR HISTORICAL PRICE

2 Year Historical Trading Prices and Volumes
Date
Open
High
Low
3/6/2012
15.52
15.52
15.52
3/5/2012
15.54
15.60
15.52
3/2/2012
15.52
15.60
15.50
3/1/2012
15.50
15.52
15.50
2/29/2012
15.30
15.50
15.30
2/28/2012
15.76
15.76
15.20
2/27/2012
15.00
15.30
15.00
2/24/2012
15.20
15.40
15.20
2/23/2012
15.20
15.46
15.20
2/22/2012
15.00
15.26
15.00
2/21/2012
15.60
15.60
15.00
2/20/2012
15.50
15.50
15.50
2/17/2012
15.50
15.50
15.50
2/16/2012
15.50
15.50
15.50
2/15/2012
15.50
15.50
15.50
2/14/2012
15.20
15.50
15.20
2/13/2012
15.12
15.20
15.12
2/10/2012
15.50
15.50
15.50
2/9/2012
15.50
15.50
15.32
2/8/2012
15.50
15.50
15.50
2/7/2012
15.96
16.00
15.50
2/6/2012
15.60
16.00
15.56
2/3/2012
15.54
15.98
15.50
2/2/2012
15.50
16.02
15.20
2/1/2012
14.20
15.50
14.20
1/31/2012
13.90
14.20
13.90
1/30/2012
14.00
14.00
13.90
1/27/2012
14.08
14.08
14.00
1/26/2012
13.70
14.10
13.70
1/25/2012
13.50
13.50
13.40
1/24/2012
13.50
13.64
13.40
1/23/2012
1/20/2012
13.40
13.40
13.30
1/19/2012
13.28
13.40
13.28
1/18/2012
13.22
13.40
13.20
Unicapital, Inc.
Close
15.52
15.52
15.60
15.52
15.50
15.20
15.22
15.40
15.20
15.22
15.00
15.50
15.50
15.50
15.50
15.50
15.20
15.50
15.32
15.50
15.56
15.56
15.94
15.70
15.10
14.20
13.96
14.00
14.10
13.50
13.40
Volume
18,000
23,100
56,400
170,700
209,500
2,600
116,100
52,500
239,200
222,000
108,600
8,200
7,600
84,500
43,800
85,700
3,200
1,600
93,000
400
24,600
19,900
442,100
1,521,900
1,182,600
129,100
23,600
12,300
267,900
990,200
2,150,300
13.30
13.28
13.28
921,600
644,800
777,200
Annex E | 1
1/17/2012
1/16/2012
1/13/2012
1/12/2012
1/11/2012
1/10/2012
1/9/2012
1/6/2012
1/5/2012
1/4/2012
1/3/2012
1/2/2012
12/30/2011
12/29/2011
12/28/2011
12/27/2011
12/26/2011
12/23/2011
12/22/2011
12/21/2011
12/20/2011
12/19/2011
12/16/2011
12/15/2011
12/14/2011
12/13/2011
12/12/2011
12/9/2011
12/8/2011
12/7/2011
12/6/2011
12/5/2011
12/2/2011
12/1/2011
11/30/2011
11/29/2011
11/28/2011
11/25/2011
11/24/2011
11/23/2011
11/22/2011
Unicapital, Inc.
2012
13.22
13.26
13.38
13.32
13.36
13.36
13.28
13.30
13.24
13.26
13.26
13.28
13.22
13.30
13.40
13.36
13.40
13.40
13.36
13.30
13.28
13.26
13.26
13.36
13.22
13.24
13.30
13.30
13.36
13.36
13.28
13.30
13.22
13.24
13.26
13.28
13.22
13.30
13.30
13.36
13.38
13.38
13.36
13.30
13.28
13.24
13.26
13.30
1,900
9,300
7,700
714,300
733,100
613,800
129,900
646,400
7,600
178,100
3,300
16,700
13.46
13.46
13.30
13.30
13.30
13.26
13.46
13.28
13.28
13.26
13.30
13.44
13.50
13.60
13.60
14.40
14.00
14.00
14.24
14.22
14.40
13.46
13.46
13.30
13.30
13.40
13.28
13.46
13.46
13.46
13.46
13.30
13.44
13.50
13.60
13.80
14.40
14.00
14.00
14.24
14.50
14.40
13.28
13.40
13.26
13.30
13.30
13.26
13.30
13.26
13.28
13.26
13.20
13.40
13.44
13.50
13.60
13.50
13.90
13.90
13.40
14.22
14.22
13.28
13.40
13.26
13.30
13.40
13.28
13.30
13.46
13.46
13.46
13.30
13.40
13.44
13.50
13.70
13.98
14.00
14.00
14.00
14.38
14.22
108,300
203,000
22,500
12,900
17,000
11,500
13,000
3,300
1,000
6,700
11,000
60,000
14,000
26,800
15,400
8,800
165,600
129,600
83,300
22,000
112,300
14.50
14.00
13.80
13.52
13.08
13.00
14.52
14.20
14.00
14.50
13.66
13.02
14.22
14.00
13.80
13.52
13.08
13.00
14.22
14.20
14.00
13.74
13.52
13.00
20,100
25,700
45,000
60,600
65,100
30,700
Annex E | 2
11/21/2011
11/18/2011
11/17/2011
11/16/2011
11/15/2011
11/14/2011
11/11/2011
11/10/2011
11/9/2011
11/8/2011
11/7/2011
11/4/2011
11/3/2011
11/2/2011
11/1/2011
10/31/2011
10/28/2011
10/27/2011
10/26/2011
10/25/2011
10/24/2011
10/21/2011
10/20/2011
10/19/2011
10/18/2011
10/17/2011
10/14/2011
10/13/2011
10/12/2011
10/11/2011
10/10/2011
10/7/2011
10/6/2011
10/5/2011
10/4/2011
10/3/2011
9/30/2011
9/29/2011
9/28/2011
9/27/2011
9/26/2011
Unicapital, Inc.
2012
13.00
12.60
12.50
12.50
12.52
12.60
12.64
12.60
12.40
13.02
13.00
12.60
12.50
12.60
12.60
13.00
12.60
12.40
13.00
12.60
12.50
12.50
12.50
12.52
12.64
12.56
12.40
13.00
13.00
12.60
12.50
12.60
12.60
13.00
12.56
12.40
91,200
68,000
25,000
8,700
8,500
6,100
12,400
500
100
12.30
12.28
12.20
12.32
12.30
12.28
12.30
12.28
12.20
12.32
12.30
12.28
26,700
24,400
9,500
12.12
12.06
12.32
12.32
12.12
12.30
12.32
12.32
12.10
12.06
12.00
12.30
12.10
12.30
12.30
12.30
4,500
3,600
86,700
4,000
12.30
12.36
12.30
12.32
12.30
12.30
12.20
12.40
12.36
12.30
12.32
12.30
12.30
12.30
12.30
12.36
12.30
12.32
12.10
12.30
12.20
12.40
12.36
12.30
12.32
12.30
12.30
12.30
26,200
300
13,600
500
300,300
500,200
110,000
12.20
12.02
12.20
12.04
12.10
12.20
12.20
12.02
12.00
12.00
12.20
12.30
12.20
12.20
12.20
12.20
12.20
12.20
12.00
12.06
12.20
12.02
12.20
12.04
12.10
12.00
12.20
12.02
12.00
12.00
12.20
12.30
12.20
12.20
12.20
12.06
12.20
12.20
12.00
12.00
10,000
81,100
6,600
60,700
63,000
9,200
200
7,800
3,500
595,700
12.00
12.00
11.98
12.00
72,700
Annex E | 3
9/23/2011
9/22/2011
9/21/2011
9/20/2011
9/19/2011
9/16/2011
9/15/2011
9/14/2011
9/13/2011
9/12/2011
9/9/2011
9/8/2011
9/7/2011
9/6/2011
9/5/2011
9/2/2011
9/1/2011
8/31/2011
8/30/2011
8/29/2011
8/26/2011
8/25/2011
8/24/2011
8/23/2011
8/22/2011
8/19/2011
8/18/2011
8/17/2011
8/16/2011
8/15/2011
8/12/2011
8/11/2011
8/10/2011
8/9/2011
8/8/2011
8/5/2011
8/4/2011
8/3/2011
8/2/2011
8/1/2011
7/29/2011
Unicapital, Inc.
2012
12.10
12.18
12.20
12.20
12.10
12.18
12.20
12.20
12.00
12.18
12.18
12.20
12.00
12.18
12.20
12.20
442,500
318,200
829,600
149,400
12.18
12.20
12.28
12.28
12.28
12.30
12.38
12.50
12.30
12.20
12.28
12.28
12.28
12.30
12.38
12.50
12.18
12.18
12.20
12.20
12.20
12.28
12.30
12.50
12.30
12.18
12.20
12.20
12.28
12.30
12.30
12.50
205,000
310,500
135,000
78,000
8,400
9,600
27,200
338,000
12.36
12.60
12.70
12.50
12.60
12.70
12.36
12.50
12.60
12.50
12.50
12.60
79,500
594,800
25,600
12.70
12.70
12.70
12.70
13,000
12.70
12.66
12.80
12.64
12.80
12.70
12.70
12.80
12.80
12.80
12.70
12.66
12.70
12.64
12.80
12.70
12.70
12.70
12.80
12.80
4,300
2,000
437,300
1,067,000
500,100
12.80
12.50
12.80
12.40
13.00
12.80
13.00
12.70
13.20
13.20
13.10
13.10
12.80
12.80
12.80
12.42
13.00
13.00
13.10
13.00
13.20
13.20
13.20
13.10
12.70
12.50
12.70
12.38
12.70
12.80
13.00
12.70
13.20
13.20
13.10
13.10
12.80
12.80
12.70
12.38
12.72
12.82
13.00
13.00
13.20
13.20
13.20
13.10
616,900
611,200
992,500
1,475,700
22,600
448,600
26,500
126,000
400,000
306,100
228,200
4,600
Annex E | 4
7/28/2011
7/27/2011
7/26/2011
7/25/2011
7/22/2011
7/21/2011
7/20/2011
7/19/2011
7/18/2011
7/15/2011
7/14/2011
7/13/2011
7/12/2011
7/11/2011
7/8/2011
7/7/2011
7/6/2011
7/5/2011
7/4/2011
7/1/2011
6/30/2011
6/29/2011
6/28/2011
6/27/2011
6/24/2011
6/23/2011
6/22/2011
6/21/2011
6/20/2011
6/17/2011
6/16/2011
6/15/2011
6/14/2011
6/13/2011
6/10/2011
6/9/2011
6/8/2011
6/7/2011
6/6/2011
6/3/2011
6/2/2011
Unicapital, Inc.
2012
13.10
13.16
13.00
13.00
13.00
12.80
12.80
12.80
13.10
13.16
13.16
13.00
13.00
12.80
12.90
12.80
13.10
13.00
12.90
12.92
13.00
12.80
12.80
12.60
13.10
13.00
12.90
12.94
13.00
12.80
12.90
12.64
5,900
31,100
53,700
6,600
3,800
46,000
24,200
11,100
12.80
12.80
12.94
12.62
12.62
12.50
12.50
12.90
12.80
13.00
12.90
12.62
12.60
12.50
12.80
12.80
12.62
12.60
12.60
12.50
12.50
12.90
12.80
12.62
12.90
12.60
12.60
12.50
30,300
13,500
13,800
6,300
10,000
37,400
1,500
12.50
12.50
12.40
12.40
87,000
12.50
12.50
12.48
12.50
12.46
12.58
12.50
12.60
12.50
12.50
12.46
12.58
12.50
12.50
12.46
12.50
12.46
12.50
12.50
12.60
12.50
12.50
12.46
12.50
4,500
300
22,000
34,800
40,000
35,500
12.40
12.10
12.34
12.50
12.30
12.50
12.60
12.60
12.58
12.60
13.00
12.60
12.40
12.22
12.34
12.50
12.30
12.50
12.60
12.60
12.60
12.60
13.00
12.60
12.40
12.10
12.34
12.34
12.30
12.40
12.60
12.50
12.58
12.60
12.60
12.60
12.40
12.22
12.34
12.34
12.30
12.50
12.60
12.50
12.60
12.60
12.60
12.60
17,000
111,800
15,000
12,800
500
5,500
1,000
5,200
31,900
229,000
3,300
10,500
Annex E | 5
6/1/2011
5/31/2011
5/30/2011
5/27/2011
5/26/2011
5/25/2011
5/24/2011
5/23/2011
5/20/2011
5/19/2011
5/18/2011
5/17/2011
5/16/2011
5/13/2011
5/12/2011
5/11/2011
5/10/2011
5/9/2011
5/6/2011
5/5/2011
5/4/2011
5/3/2011
5/2/2011
4/29/2011
4/28/2011
4/27/2011
4/26/2011
4/25/2011
4/22/2011
4/21/2011
4/20/2011
4/19/2011
4/18/2011
4/15/2011
4/14/2011
4/13/2011
4/12/2011
4/11/2011
4/8/2011
4/7/2011
4/6/2011
Unicapital, Inc.
2012
12.62
12.60
12.60
12.60
12.60
12.50
12.50
12.88
13.10
13.10
13.20
13.50
13.60
13.18
13.12
13.12
13.10
13.10
12.90
13.10
13.20
12.94
12.92
12.92
12.90
12.90
12.80
12.70
12.62
12.90
13.00
12.60
12.60
12.60
12.60
12.88
13.10
13.10
13.20
13.50
13.60
13.60
13.12
13.12
13.12
13.10
13.10
13.10
13.20
12.94
13.00
12.92
13.08
13.02
12.86
12.70
12.60
12.60
12.60
12.60
12.60
12.50
12.50
12.50
12.90
13.00
12.90
13.30
13.46
13.18
13.12
13.12
13.02
13.10
12.90
13.10
12.90
12.94
12.92
12.84
12.84
12.70
12.80
12.70
12.60
12.90
13.00
12.60
12.60
12.60
12.50
12.54
12.90
13.02
13.00
13.30
13.60
13.60
13.12
13.12
13.12
13.10
13.10
13.10
12.90
12.94
13.00
12.84
12.92
12.70
12.86
12.70
3,000
3,600
4,500
6,300
3,700
45,200
345,900
238,800
23,500
6,800
140,800
111,400
41,500
43,900
300
23,000
9,300
5,000
35,600
9,500
52,500
6,000
7,600
28,300
75,300
28,500
137,700
700
12.70
12.70
12.60
12.54
12.88
12.70
12.60
12.54
12.70
12.70
12.56
12.52
12.70
12.70
12.56
12.52
4,400
100
2,000
7,100
12.88
12.86
12.88
12.86
12.52
12.86
12.52
12.86
495,200
3,000
12.88
12.60
12.60
12.88
12.60
12.60
12.88
12.60
12.60
12.88
12.60
12.60
1,000
500
5,000
Annex E | 6
4/5/2011
4/4/2011
4/1/2011
3/31/2011
3/30/2011
3/29/2011
3/28/2011
3/25/2011
3/24/2011
3/23/2011
3/22/2011
3/21/2011
3/18/2011
3/17/2011
3/16/2011
3/15/2011
3/14/2011
3/11/2011
3/10/2011
3/9/2011
3/8/2011
3/7/2011
3/4/2011
3/3/2011
3/2/2011
3/1/2011
2/28/2011
2/25/2011
2/24/2011
2/23/2011
2/22/2011
2/21/2011
2/18/2011
2/17/2011
2/16/2011
2/15/2011
2/14/2011
2/11/2011
2/10/2011
2/9/2011
2/8/2011
Unicapital, Inc.
2012
12.52
12.60
12.50
12.50
12.32
12.30
12.30
12.20
12.24
12.30
12.30
12.50
12.54
12.60
12.50
12.50
12.32
12.30
12.30
12.30
12.24
12.30
12.30
12.50
12.52
12.52
12.50
12.50
12.32
12.30
12.22
12.20
12.20
12.24
12.30
12.20
12.54
12.52
12.50
12.50
12.32
12.30
12.26
12.22
12.20
12.28
12.30
12.30
11,000
4,000
1,500
6,200
5,000
107,100
6,600
8,900
7,500
3,800
2,600
63,000
12.50
12.50
12.60
12.60
12.40
12.24
12.42
12.88
12.94
12.98
12.42
12.40
12.40
12.30
12.34
12.70
12.76
12.80
12.94
12.98
12.92
13.04
13.18
13.22
13.20
13.22
13.22
13.22
12.50
12.50
12.60
12.60
12.52
12.42
12.42
12.88
12.94
12.98
13.00
13.00
12.40
12.44
12.34
12.70
12.76
12.80
12.94
12.98
12.92
13.06
13.18
13.22
13.22
13.22
13.22
13.22
12.40
12.50
12.58
12.60
12.40
12.24
12.40
12.52
12.52
12.50
12.42
12.40
12.40
12.20
12.10
12.36
12.50
12.76
12.84
12.90
12.88
12.94
13.16
13.20
13.20
13.20
13.22
13.22
12.40
12.50
12.58
12.60
12.50
12.40
12.40
12.52
12.52
12.52
12.48
13.00
12.40
12.40
12.30
12.36
12.70
12.76
12.84
12.96
12.88
12.94
13.18
13.20
13.20
13.22
13.22
13.22
85,700
3,000
2,300
33,000
20,500
53,100
189,700
33,900
1,400
9,200
35,600
26,200
258,500
62,800
99,700
8,300
75,900
105,500
384,000
249,600
211,600
464,800
732,700
188,300
97,100
241,000
25,500
42,000
Annex E | 7
2/7/2011
2/4/2011
2/3/2011
2/2/2011
2/1/2011
1/31/2011
1/28/2011
1/27/2011
1/26/2011
1/25/2011
1/24/2011
1/21/2011
1/20/2011
1/19/2011
1/18/2011
1/17/2011
1/14/2011
1/13/2011
1/12/2011
1/11/2011
1/10/2011
1/7/2011
1/6/2011
1/5/2011
1/4/2011
1/3/2011
12/31/2010
12/30/2010
12/29/2010
12/28/2010
12/27/2010
12/24/2010
12/23/2010
12/22/2010
12/21/2010
12/20/2010
12/17/2010
12/16/2010
12/15/2010
12/14/2010
12/13/2010
Unicapital, Inc.
2012
13.22
13.22
13.30
13.20
13.20
13.20
13.20
13.20
13.22
13.22
13.22
13.22
13.22
13.24
13.20
13.20
13.20
13.20
13.20
13.20
13.22
13.20
13.22
13.22
13.22
13.30
13.20
13.50
13.20
13.20
13.20
13.22
13.26
13.22
13.22
13.22
13.24
13.30
13.28
13.20
13.30
13.20
13.20
13.22
13.22
13.28
13.20
13.22
13.22
13.20
13.20
13.20
13.20
13.20
13.22
13.22
13.22
13.22
13.22
13.22
13.20
13.20
13.20
13.18
13.20
13.10
13.20
13.20
13.20
13.22
13.22
13.22
13.20
13.20
13.20
13.20
13.20
13.22
13.22
13.22
13.22
13.22
13.22
13.22
13.28
13.20
13.30
13.20
13.10
13.20
13.22
13.22
40,600
143,700
4,100
1,000
668,100
12,100
46,000
32,500
10,000
108,000
71,200
41,400
120,000
45,600
47,300
70,700
20,000
231,500
216,400
99,400
73,200
10,100
337,700
13.02
13.04
13.44
13.04
13.02
13.02
13.40
13.02
124,700
23,000
13.20
13.10
13.02
13.20
13.10
13.28
13.10
13.10
13.02
13.10
13.10
13.28
9,200
10,300
11,100
13.02
13.20
13.00
13.16
13.12
13.50
13.50
13.50
13.20
13.20
13.50
13.18
13.20
13.50
13.50
13.50
13.02
13.00
13.20
13.16
13.00
13.50
13.50
13.50
13.20
13.00
13.20
13.18
13.20
13.50
13.50
13.50
83,000
12,600
28,300
700
113,800
1,000
1,100
3,600
Annex E | 8
12/10/2010
12/9/2010
12/8/2010
12/7/2010
12/6/2010
12/3/2010
12/2/2010
12/1/2010
11/30/2010
11/29/2010
11/26/2010
11/25/2010
11/24/2010
11/23/2010
11/22/2010
11/19/2010
11/18/2010
11/17/2010
11/16/2010
11/15/2010
11/12/2010
11/11/2010
11/10/2010
11/9/2010
11/8/2010
11/5/2010
11/4/2010
11/3/2010
11/2/2010
11/1/2010
10/29/2010
10/28/2010
10/27/2010
10/26/2010
10/25/2010
10/22/2010
10/21/2010
10/20/2010
10/19/2010
10/18/2010
10/15/2010
Unicapital, Inc.
2012
13.52
13.50
13.00
12.98
13.00
13.00
13.00
13.00
13.00
13.54
13.52
13.10
13.00
13.10
13.00
13.02
13.10
13.10
13.50
13.30
13.00
12.98
13.00
13.00
12.92
12.98
13.00
13.50
13.50
13.10
13.00
13.00
13.00
12.98
12.98
13.00
80,600
159,500
16,000
1,022,800
1,673,000
636,900
3,665,100
831,000
259,100
13.00
13.00
12.98
13.00
13.10
13.10
13.10
13.00
13.00
13.10
13.00
13.00
13.10
13.10
13.10
13.08
13.00
13.00
12.98
13.00
13.00
13.00
13.00
13.00
13.00
13.10
13.00
13.00
13.00
13.02
13.00
13.08
2,000
67,100
61,500
13,300
66,600
8,000
108,800
20,900
13.04
12.90
12.98
13.00
13.00
13.00
13.00
13.00
12.96
12.96
13.04
13.08
13.00
13.08
13.00
13.00
13.02
13.02
13.00
12.96
13.00
12.90
12.70
12.98
12.98
12.98
12.94
12.90
12.96
12.90
13.00
13.08
13.00
13.00
12.98
13.00
13.00
13.00
13.00
12.96
17,500
29,100
254,500
436,200
33,800
144,100
450,400
322,200
298,000
40,500
12.98
12.70
13.06
12.10
12.98
12.98
13.06
13.00
12.98
12.70
12.52
12.10
12.98
12.98
12.52
13.00
15,400
14,100
72,700
37,900
13.00
12.98
13.02
13.00
13.04
13.04
13.04
13.00
13.02
13.20
13.04
13.08
11.02
12.98
12.98
13.00
13.00
13.04
13.00
13.00
12.98
13.02
13.00
13.06
439,500
14,100
169,400
28,400
243,900
45,400
Annex E | 9
10/14/2010
10/13/2010
10/12/2010
10/11/2010
10/8/2010
10/7/2010
10/6/2010
10/5/2010
10/4/2010
10/1/2010
9/30/2010
9/29/2010
9/28/2010
9/27/2010
9/24/2010
9/23/2010
9/22/2010
9/21/2010
9/20/2010
9/17/2010
9/16/2010
9/15/2010
9/14/2010
9/13/2010
9/10/2010
9/9/2010
9/8/2010
9/7/2010
9/6/2010
9/3/2010
9/2/2010
9/1/2010
8/31/2010
8/30/2010
8/27/2010
8/26/2010
8/25/2010
8/24/2010
8/23/2010
8/20/2010
8/19/2010
Unicapital, Inc.
2012
13.06
13.06
13.10
13.04
13.08
13.10
13.06
12.96
12.64
12.70
12.90
12.90
12.90
12.70
13.00
13.00
13.00
13.00
13.00
12.98
12.80
12.90
12.80
13.00
13.08
13.08
13.12
13.30
13.08
13.10
13.20
13.10
12.84
12.94
12.90
12.90
12.90
12.98
13.00
13.20
13.38
13.00
13.00
13.04
13.00
12.90
12.98
13.00
13.04
13.06
13.06
13.02
13.04
13.08
13.06
12.96
12.62
12.70
12.70
12.80
12.90
12.70
12.60
13.00
13.00
12.80
10.00
12.96
12.80
12.60
12.80
12.90
13.06
13.08
13.06
13.10
13.06
13.08
13.10
13.06
12.84
12.84
12.70
12.90
12.90
12.90
12.74
13.20
13.00
13.00
13.00
13.00
13.00
12.86
12.80
13.00
64,800
65,100
387,600
238,200
146,800
163,800
889,900
751,200
45,200
32,000
100,900
37,200
33,700
13,200
11,600
5,200
57,600
30,200
287,200
330,300
473,800
220,300
129,200
31,600
13.06
13.08
13.30
13.00
13.30
13.12
13.00
13.00
13.06
13.08
13.30
13.40
13.50
13.30
13.02
13.44
13.00
13.00
13.08
12.00
13.30
13.12
13.00
13.00
13.00
13.06
13.20
13.30
13.36
13.30
13.00
13.20
85,200
54,900
75,200
191,600
474,000
45,800
53,500
4,600
13.70
13.70
13.70
13.62
13.30
13.20
13.70
13.74
13.78
13.90
13.68
13.90
12.00
13.70
13.58
13.62
13.30
13.20
13.68
13.70
13.70
13.76
13.62
13.70
28,600
63,500
82,200
107,800
21,100
223,500
Annex E | 10
8/18/2010
8/17/2010
8/16/2010
8/13/2010
8/12/2010
8/11/2010
8/10/2010
8/9/2010
8/6/2010
8/5/2010
8/4/2010
8/3/2010
8/2/2010
7/30/2010
7/29/2010
7/28/2010
7/27/2010
7/26/2010
7/23/2010
7/22/2010
7/21/2010
7/20/2010
7/19/2010
7/16/2010
7/15/2010
7/14/2010
7/13/2010
7/12/2010
7/9/2010
7/8/2010
7/7/2010
7/6/2010
7/5/2010
7/2/2010
7/1/2010
6/30/2010
6/29/2010
6/28/2010
6/25/2010
6/24/2010
6/23/2010
Unicapital, Inc.
2012
13.04
13.30
12.90
12.90
12.40
12.00
12.00
12.00
12.06
11.98
12.08
12.10
11.92
12.00
11.90
12.62
12.26
11.70
13.50
11.25
10.25
10.00
10.00
10.00
10.00
10.00
9.80
13.26
13.30
12.90
13.00
13.00
12.30
12.00
12.00
12.06
12.14
12.08
12.12
12.10
12.00
12.10
12.62
12.80
12.90
13.50
14.00
11.75
10.25
10.00
10.25
10.00
10.00
10.00
13.00
13.00
12.62
12.80
12.30
11.98
12.00
12.00
11.98
11.98
11.98
12.08
11.90
11.88
11.90
11.90
12.20
10.00
12.75
11.00
10.25
10.00
10.00
10.00
10.00
10.00
9.80
13.04
13.04
12.90
12.90
12.80
12.30
12.00
12.00
12.00
12.10
12.00
12.08
12.06
11.92
11.90
12.00
12.80
12.26
13.00
13.75
11.00
10.25
10.00
10.25
10.00
10.00
9.90
151,800
110,600
141,000
81,400
191,600
1,126,400
932,000
327,300
260,100
825,500
1,365,600
1,467,800
1,808,600
8,500
273,900
186,400
122,600
162,800
311,100
1,495,200
720,000
42,000
11,400
38,000
562,000
967,000
3,306,000
9.80
9.70
9.70
9.90
9.90
9.90
10.00
9.80
9.80
9.70
9.90
9.90
9.90
10.00
9.70
9.60
9.50
9.70
9.90
9.90
10.00
9.80
9.70
9.50
9.70
9.90
9.90
10.00
602,000
428,000
32,000
22,000
7,000
44,000
41,000
10.00
10.00
10.00
10.25
10.25
10.00
10.00
10.25
10.25
10.25
10.00
10.00
10.00
10.25
10.25
10.00
10.00
10.25
10.25
10.25
119,000
119,000
862,300
95,100
32,700
Annex E | 11
6/22/2010
6/21/2010
6/18/2010
6/17/2010
6/16/2010
6/15/2010
6/14/2010
6/11/2010
6/10/2010
6/9/2010
6/8/2010
6/7/2010
6/4/2010
6/3/2010
6/2/2010
6/1/2010
5/31/2010
5/28/2010
5/27/2010
5/26/2010
5/25/2010
5/24/2010
5/21/2010
5/20/2010
5/19/2010
5/18/2010
5/17/2010
5/14/2010
5/13/2010
5/12/2010
5/11/2010
5/10/2010
5/7/2010
5/6/2010
5/5/2010
5/4/2010
5/3/2010
4/30/2010
4/29/2010
4/28/2010
4/27/2010
Unicapital, Inc.
2012
10.50
10.25
10.25
10.25
10.25
10.25
10.50
10.50
10.50
10.25
10.25
10.25
10.50
10.25
10.25
10.25
10.00
10.25
10.50
10.50
10.25
10.25
10.25
10.25
3,400
437,300
448,600
119,700
74,800
44,200
10.00
10.00
10.25
10.00
10.25
10.25
10.75
10.50
10.75
10.50
10.50
10.00
10.25
10.00
10.50
10.25
10.50
10.50
10.25
10.00
10.25
9.70
9.00
9.20
10.75
10.00
10.25
10.25
10.25
10.50
10.75
10.50
10.75
10.75
10.75
10.50
10.50
10.50
10.50
10.25
10.75
10.50
10.75
10.00
10.25
10.00
9.60
9.20
10.00
10.00
10.00
10.00
10.00
10.25
10.00
10.50
10.50
10.50
10.50
10.00
10.25
10.00
10.25
10.25
10.00
10.50
10.25
9.90
10.00
9.70
9.00
9.20
10.25
10.00
10.00
10.25
10.00
10.50
10.50
10.50
10.50
10.75
10.50
10.50
10.25
10.50
10.25
10.25
10.25
10.50
10.75
9.90
10.00
10.00
9.60
9.20
1,218,000
53,000
542,000
2,000
900,100
236,300
239,700
41,000
69,100
82,800
101,100
11,500
33,100
36,400
32,000
28,500
376,000
49,500
207,000
33,000
55,000
52,000
102,000
62,000
8.80
9.10
8.80
8.60
9.00
9.10
9.20
8.70
8.70
9.10
8.80
8.60
8.80
9.10
9.10
8.60
85,000
62,000
113,000
56,000
8.60
8.40
8.70
8.60
8.60
8.30
8.60
8.60
36,000
57,000
8.30
8.40
8.30
8.40
12,000
Annex E | 12
4/26/2010
4/23/2010
4/22/2010
4/21/2010
4/20/2010
4/19/2010
4/16/2010
4/15/2010
4/14/2010
4/13/2010
4/12/2010
4/9/2010
4/8/2010
4/7/2010
4/6/2010
4/5/2010
4/2/2010
4/1/2010
3/31/2010
3/30/2010
3/29/2010
3/26/2010
3/25/2010
3/24/2010
3/23/2010
3/22/2010
3/19/2010
3/18/2010
3/17/2010
3/16/2010
3/15/2010
3/12/2010
3/11/2010
3/10/2010
3/9/2010
3/8/2010
2012
8.40
8.30
8.30
8.30
8.30
8.30
8.40
8.30
8.40
8.30
8.30
8.40
8.30
8.30
8.30
8.30
8.30
8.40
8.40
8.40
8.30
8.30
8.30
8.30
8.30
8.30
8.30
8.30
8.40
8.30
8.40
8.30
8.30
8.40
8.30
8.30
8.30
8.30
8.30
8.40
8.40
8.40
8.30
8.30
32,000
4,000
115,000
61,000
103,000
122,000
2,000
6,000
11,000
341,000
1,000
8.30
8.30
8.40
8.20
8.30
8.30
8.40
8.40
8.30
8.30
8.30
8.20
8.30
8.30
8.40
8.40
66,000
101,000
570,000
403,000
8.20
8.20
8.30
8.20
8.20
8.20
8.20
8.10
8.20
8.20
8.30
8.40
8.20
8.30
8.20
8.10
8.20
8.20
8.20
8.20
8.20
8.20
8.20
8.10
8.20
8.20
8.30
8.30
8.20
8.30
8.20
8.10
30,000
30,000
86,000
456,000
77,000
101,000
28,000
36,000
8.30
8.10
8.10
8.20
8.40
8.10
8.30
8.40
8.20
8.30
8.10
8.30
8.30
8.40
8.20
8.30
8.40
8.70
8.30
8.10
8.10
8.20
8.20
8.10
8.10
8.10
8.20
8.30
8.10
8.10
8.30
8.40
8.20
8.20
8.40
8.70
1,000
6,000
11,000
21,000
46,000
118,000
137,000
31,000
923,000
Minimum
Maximum
Weighted Ave.
8.10
15.96
12.24
8.10
16.02
12.43
8.10
15.56
12.15
8.10
15.94
12.33
100
3,665,100
923,988
Mean
12.34
12.44
12.26
12.37
181,477
Unicapital, Inc.
Annex E | 13
Median
Mode
Days Traded
Unicapital, Inc.
12.80
13.00
12.92
13.00
12.70
13.00
2012
12.84
13.00
45,900
1,000
470
Annex E | 14
2012
ANNEX F: UNICAPITAL, INC. MANDATE AGREEMENT

(See succeeding pages.)
Unicapital, Inc.
Annex F |

Alaska 030912

Загружено:

Сведения о документе

Авторское право

Доступные форматы

Поделиться этим документом

Поделиться или встроить документ

Параметры публикации

Этот документ был вам полезен?

Это неприемлемый материал?

Авторское право:

Доступные форматы

Alaska 030912

Загружено:

Авторское право:

Доступные форматы

CIRCULAR

THE INVESTING PUBLIC AND TRADING PARTICIPANTS

ALASKA MILK CORPORATION

Market Regulation Division

Issuer Regulation Division

Information Technology Division

Capital Markets Devt Division

Office of the General Counsel

Market Regulation Division

Issuer Regulation Division

Information Technology Division

Capital Markets Devt Division

Office of the General Counsel

Market Regulation Division

Issuer Regulation Division

Information Technology Division

Capital Markets Devt Division

Office of the General Counsel

FRIESLANDCAMPINA INVESTMENTS HOLDING COMPANY PHILIPPINES, INC.

Peter van der

104 Technology Avenue,

The Tender Offer

BDO Cebu Ayala Business Park Branch

For Davao City:

BDO Davao C.M. Recto Branch

Ms. Janet D. Amora

Mr. Jasper M. Jimenez

Very truly yours,

TERMS OF THE TENDER OFFER

FrieslandCampina Investments Holding Company Philippines, Inc. (the Bidder)

12:00 noon of October 2, 2012

For Certificated or Scrip Shareholders:

specimen signatures of those signatories.

(c) For Partnership:

The Tender Offer Shares tendered may be withdrawn by a stockholder of record

Stock transaction tax of 0.5% of the value of the transaction

Alaska Milk Corporation Fairness Opinion and Valuation Report

Alaska Milk Corporation Fairness Opinion and Valuation Report

Market Price of AMC Shares ............................................................................................................ 18

Alaska Milk Corporation Fairness Opinion and Valuation Report

Net Asset Value Approach

Alaska Milk Corporation Fairness Opinion and Valuation Report

Discounted Cash Flow

Market Comparator Approach

AMC Recommended Valuation

Fair Value Market Capitalization (PHP)

Alaska Milk Corporation Fairness Opinion and Valuation Report

Alaska Milk Corporation Fairness Opinion and Valuation Report

Scope and Limitations

Alaska Milk Corporation Fairness Opinion and Valuation Report

Alaska Milk Corporation Fairness Opinion and Valuation Report

3/ Alaska Milk Corporation Overview

Alaska Milk Corporation Fairness Opinion and Valuation Report

Production and Distribution

Philippine Dairy Industry

Market Share (% retail value rsp)

Alaska Milk Corp.

Fonterra Brands (Phils), Inc.

F IGURE 1. SOURCE: EUROMONITOR INTERNATIONAL

Alaska Milk Corporation Fairness Opinion and Valuation Report

Philippine Dairy Production

Competitive Landscape and Trends

Alaska Milk Corporation Fairness Opinion and Valuation Report

4/ Historical Financial Performance