Arkios Where Finance meets Corporate Strategy

Milan, London, Beijing, Dubai

Stockholm, Berlin, Zurich, Madrid, Mumbai, Houston, Tel Aviv, Singapore, Melbourne

Industry Focused, Trusted & Independent

Arkios Italy is an M&A Independent Advisor boutique specialised in

providing M&A advisory services, strategy consultancy and raising capital to middle-size companies With distinctive competencies in corporate finance and strategic

consultancy

Partner of Arkios Ltd. network, member of the London Stock

Exchange and regulated by the Financial Services Authority

Arkios Italy

Table of Contents

5. Why an Advisor – His Role

2. Track Record

3. About Us

1. Arkios Italy

4. Management Team

1. Arkios Italy

Arkios Italy

1. Arkios Italy

Arkios Italy is an

Independent Advisory

Firm specialized in

providing Consultancy

services for M&A

operations

Born to support Italian

Small and Medium

(SME) size companies

for seeking investors

and raising equity

capital.

Strongly focused on

the ‘industrial’ aspects

of the deal and with

high knowledge of

Financial strategy

Arkios Italy is part of the Network of Arkios Ltd, a Member of the London Stock Exchange

Arkios Italy is an Independent Advisory Firm and Management Consulting Boutique, specialized in

providing M&A Advisory services, strategy consultancy and Raising Capital to Medium-Size companies.

Arkios Italy works as Advisor both on the “Buy-side” and the “Sell-side”.

Arkios Italy acts as ‘preferred’ and with long term relationships with the main P.E. Funds operating with

small and medium enterprises, both Italian and International.

Our focus is to give full corporate advice to small and medium enterprises, listed and not listed, developing

strategies to get the most value from deals.

Our Partners has a consolidated know-how in M&A deals, Corporate Finance, raising of equity capital,

extraordinary financial operations and strategic consultancy, other than in administration and legal

assistance.

Arkios Italy works in collaboration with Professors of Milan Polytechnic University, and MIP (Milan

Polytechnic School of Management).

Arkios Italy is part of the Network which includes 13 branches and partners in: Italy, UK, China, Emirates,

Germany, Sweden, Switzerland, United States, India, Israel, Australia , Singapore

Arkios Italy

1. Arkios Italy Our Offices

Arkios can boast a strong international presence, with a network of offices in 13 countries, in Europe, Asia and America.

• Milan

• London

• Beijing

• Dubai

• Stockholm

• Berlin

• Madrid

• Mumbai

• Houston

• Tel Aviv

• Singapore

• Melbourne

• Zurich

Milan

Houston Beijing

London

Zurich

Tel Aviv

Berlin

Stockholm

Melbourne

Singapore

Dubai

Madrid

Mumbai

Arkios Italy

1. Arkios Italy M&A: focus on the ‘industrial & Business’ value of the Customer

Arkios Italy pays a

great attention to

the industrial value

and uniqueness of

their Costumers.

Arkios Italy

understands,

creates, shows and

communicates to

selected investors

the structure of the

Operation in order

to maximize the

value: for the

company and the

entrepreneur.

• Full assistance & structuring of M&A Deals: Research of Investors, Buyers, JVs

o research and selection of Financial Investors (Private Equity Funds, Investment Holding) and Industrial Investors (Industrial players with synergies, Multinationals, etc.)

• Development of strategy in seeking Investors for Acquisition of Target.

o Development – together with Customers- of an effective and real strategy of M&A. Definition of how to maximize the enterprise value and how to structure of the operation, focusing on an adequate M&A strategy.

• Identification, Presentation to Investors/Acquirers and Targets – Company Valuation

• Business Due Diligence (Sell Side and/or Buy Side) and Business Plan development

o Creation and prearrangement of all the information which are necessary to support the deal o Economic, Financial, Strategic analysis, with market positioning analysis and a sound business plan definition o Identification of the Investment Rationales and strengths & weaknesses of the operation

• Support to the Negotiation, Accounting Due Diligence, Legal Support, Tax Planning

o Constant support during the whole negotiation process by coordinating with the external due diligence. Legal, Fiscal, Administrative consultants are coordinating among them.

• Bond & MiniBond Issue: Preparation, Information Memorandum, Choose of Issuer, Evaluation

• Debt Restructuring: Management of Financial Crisis phases, integration of a M&A strategy with the

Bankruptcy. Strategy definition, which complements the research of an Investor with the management of a bankruptcy proceeding

Arkios Italy

As reported by 1st Quarter 2014 Report of Thomson Reuters, Arkios Italy, after 4 accomplished transactions in the First Half of 2014 is ranked 12° in the National Ranking, in the segment of M&A for Mid-Market (Deal up to a value of $ 500 Mio) Arkios Italy is ahead of prestigious names in the National and International M&A Sector, such as Morgan Stanley (3 deals), Nomura (2), Merrill Lynch, UBS, Blackstone Group, as well Vitale & Associati (1), and many others…

1. Arkios Italy: The First Italian Independent*

M&A Advisor, according to Thomson-Reuters

* Independent Advisor: Advisor neither part of Banking Groups and/or Auditing Groups

Arkios Italy

1. News and Media Tells About Us…

Borsa Italiana - ASO

Giornale di Brescia - ASO Borsa Italiana – ASO Sole24Ore – ASO Finanza & Diritto – Video intervista a Paolo Cirani

Giornale di Brescia - ASO Il Piccolo – SM Farmaceutici Reggionline – Medici Ermete Gazzetta di Reggio – Medici Ermete

Arkios Italy

1. Track Record Arkios Italy Latest Accomplished Transactions

Feb-2013 Nov-2012

Jul-2012 Dec-2011 Oct-2011 Sept-2011 Sept-2011 Mar-2011

Jun-2014

Nov-2009 Jul-2009

Feb-2013 Jul-2013 Apr-2014 Mar-2014 Apr-2014

2. Track Record

Arkios Italy

2. Track Record Arkios Italy Latest Accomplished Transactions

Feb-2013 Nov-2012

Jul-2012 Dec-2011 Oct-2011 Sept-2011 Sept-2011 Mar-2011

Jun-2014

Nov-2009 Jul-2009

Feb-2013 Jul-2013 Apr-2014 Mar-2014 Apr-2014

Arkios Italy

2. Track Record Arkios Italy

SM Farmaceutici sold 100% of the Trieste Business Unit to Ukrainian investors, related to Yuria Pharm

Pharmaceutical Group

Arkios Advisor of SM Farmeceutici

ASO Siderurgica acquired 100% di Cromsteel Industries, leader player of

Chrome Bars for hydraulic industry

Arkios Business Advisor of ASO

CEVICO Group (Rev. € 150 Mio) acquired 49% stake in Medici Ermete, Winery leader in the production of top-

quality Lambrusco Wine

Arkios Advisor of Medici Ermete

the Chinese Multinational Target Lighting acquires Fama srl, producer of components for furniture

Arkios Advisor of Target Lighting

Arkios Italy

2. Track Record Arkios Italy

Eurasia – leader in the distribution of accessories for auto/kids

In procedure of Debt Restructuring

Arkios as Advisor for Debt Restructuring

Everlight - Multinational in the Lighting sector - acquired 100% of Ghidini

Lighiting, in the outdoor lighting sector

Arkios Advisor for the Buyer

Greenfluff – treatment, conditioning, recovery and disposal of fluff

Arkios as Advisor for Debt Restructuring

LBO Italia signed a Capital Increase in Doctor Dentist, a Retail Chain of Dental

Clinical Centers

Arkios as Advisor of Doctor Dentist

Arkios Italy

2. Track Record Arkios Italy

100% sale of Animal – ID, a business branch of Demaplast, to the Swiss

multinational Datamars S.A.

Arkios Advisor of Demaplast S.r.l.

Palladio Finanziaria has underwritten a Capital increase in the Group, player in

the Management of Penny Arcades

Arkios as Advisor of Real Games

Wipak Group, Division of the Wihuri Oy Group (Rev. 2011 = €1.7 bln)

acquired 100% of Bordi, player in the Pre-Formed Flexible Packaging Arkios Advisor of Bordi S.r.l.

Everlight - Multinational in the Lighting sector - acquired 100% of Lucitalia,

historic Decorative lighting company

Arkios Advisor of the Buyer

Arkios Italy

2. Track Record Arkios Italy

Sale of 70% (30% later) of Grattarola to a Private Investor

Arkios as Advisor of Grattarola S.p.A.

Equilybra Capital Partner has acquired 20% in PSM - Advertising – New Media

(2010 = €12 M) with investment of € 4 M. 1 sui Motori is today listed on AIM

Arkios as Advisor of 1st SuiMotori S.p.A

Quadrivio underwrote a Capital increase for the development in Bimbo Store, a

Retail Chain specialised in Early Childhood

Arkios as Advisor of BimboStore

JV between CAP Divisione Servizi Infrastrutturali and VAR Group

through cross participation of 5%

Arkios as Advisor of CAP

Arkios Italy

2. Track Record Arkios Italy

Arkios Advisor to the Buyer

100% acquisition of the specialized Publishing House Dirittoitalia.it

Arkios as Advisor for the Buyer

Capital Increase for the development by a group of investors in Boatyard Blu Martin

Arkios as Advisor for the parties

Acquisition of Petroli Rizzi Petroli company and coast deposits in Boffalora and Pisa by Goil

Arkios a Advisor to the Buyer

Arkios Italy

Seller Buyer Deal

IPO,Value = € 1 Bln. Business Due

Diligence. Partner: Mediobanca

and Lazard

Acquisition of 100% of Domino

Research

Acquisition 100% DWI

Rise of capital:

Financial Advisor and Sponsor

Rise of capital:

Financial Advisor and Sponsor

Rise of capital:

Financial Advisor and Sponsor

Seller Buyer Deal

IPO: Financial advisor and

Sponsor

IPO: Financial advisor and

Sponsor

IPO: Financial advisor

IPO: Global Coordinator and

Sponsor

Seller Buyer Deal

Rise of capital:

Financial Advisor and Sponsor

Rise of capital:

Financial Advisor and Sponsor

Acquisition 100% of PharmaSoft

Acquisition 100% of Finanza &

Gestione

IPO: Global Coordinator and

Listing Partner

Seller Buyer Deal

Seat PG. Acquires 100% of

Consodata through OPA

Value of Deal = € 450 Mln

Auction sale for buying 100%.

Equity capital worth € 130 Mln

Hal Investments -> Audionova

Group

Value of Deal = € 18 Mln

Invest Industrial acquires 80% of

Castaldi Illuminazione. Value of

Deal = € 18 Mln

Consodata acquires 100%

Pubblibaby SpA from shareholders

Auction sale for 100% of Buffetti

Group. Offer = € 73

Mln

2. Track Record Management Team Arkios Italy

Arkios Partners have a consolidated experience in M&A and financial operations.

They have assisted and closed Large Deals either for small and medium size enterprises or for Top Groups which are listed on the Stock Exchange.

We are characterized for our particular attention to the industrial value of (financial) operations, a strong human relationships and the deep understanding of the strategic goals of the firm and Customers’ needs.

3. About Us

Arkios Italy

As reported by 1st Quarter 2014 Report of Thomson Reuters, Arkios Italy, after 4 accomplished transactions in the First Half of 2014 is ranked 12° in the National Ranking, in the segment of M&A for Mid-Market (Deal up to a value of $ 500 Mio) Arkios Italy is ahead of prestigious names in the National and International M&A Sector, such as Morgan Stanley (3 deals), Nomura (2), Merrill Lynch, UBS, Blackstone, Group,

Vitale & Associati (1), and many others.

3. About Us…. According to Thomson-Reuters, Arkios Italy is the First Italian

Independent* M&A Advisor,

* Independent Advisor: Advisor neither part of Banking Groups and/or Auditing Groups

Arkios Italy

3. About Us…

Borsa Italiana - ASO

Giornale di Brescia - ASO Borsa Italiana – ASO Sole24Ore – ASO Finanza & Diritto – Video intervista a Paolo Cirani

Giornale di Brescia - ASO Il Piccolo – SM Farmaceutici Reggionline – Medici Ermete Gazzetta di Reggio – Medici Ermete

Arkios Italy

3. About Us…

Sole24ore - Bimbo Store MF - Bimbo Store

Corriere Sera - Bimbo Store Libero- Bimbo Store Il Mondo - Bimbo Store

Sole24Ore Finanza & Diritto - Bimbo Store Comunicato Stampa – Doctor Dentist

Arkios Italy

La Libertà – Bordi/Wipak Finanza & Diritto – Bordi/Wipak La Libertà – Bordi/Wipak

European Plastic News –Bordi/Wipak Polimerica –Bordi/Wipak Packaging Europe–Bordi/Wipak Wipak – Press Release

3. About Us…

Arkios Italy

La Libertà- Demaplast Press Release - Demaplast Finanza & Diritto - Demaplast Demaplast Giornale di Lecco - Grattarola

Milano Finanza Giornale di Brescia - Ghidini Finanza & Diritto – Lucitalia Finanza & Diritto – CAP-Var Group

3. About Us…

4. Management Team

Arkios Italy

4. The Team

TEAM ARKIOS ITALY

• Paolo Pescetto – President

• Paolo Cirani – CEO

• Alberto Della Ricca – Partner

• Andrea Orsi – Relationship Manager

• Andrea Rossotti – CFO & Manager

• Piero Biglione – Principal (Torin Office)

• Jean Wang – Partner (Beijing Office)

• Federico Scaravelli – Manager

• Hong Hong – Analyst

• Panayiotis Hadjiandrea - Principal

• Giorgio Trevisan – Customer Developer

• Manlio Pallo – Customer Developer

Arkios Italy

4. Management Team Paolo Pescetto

Paolo Pescetto

President & Founder

University Professor of Business Strategy at MIP (Milan Polytechnic School of Management) and Genoa University.

More than 15 years of experience in Strategy Consulting, mainly with The Boston Consulting Group

and with Value Partners (Italian spin-off of McKinsey), with a consolidated experience in Private Equity.

Assisted to several deals, acting on behalf of the major Italian and European Private equity Funds.

Among them the acquisition of MAC (value of the operation € 130 mln), Castaldi Illuminazione (€ 22

mln), Audionova (€ 18 mln).

Exclusive advisor for Evolution Investments S.p.A, a Milan based luxury holding with investments in

France and Italy.

Previously CEO of a medium size firm, he has been working along with Entrepreneurs, supporting them

during the most important strategic choices, from the research of investors/partners to the achievement

of complex corporate operations.

Paolo has a solid experience in corporate deals, and he deals with – for many SME – restructurings aimed

at searching investors and to maximise the enterprise value for the Owners.

Graduated in Business Economics at Bocconi University, he also works as Chartered Accountant and Auditor, being auditor at important enterprises.

Arkios Italy

4. Management Team Paolo Cirani

Paolo Cirani

C.E.O. & Founder

Paolo boasts more than 8 years of senior M&A experience as CEO and Founder of Arkios Italy, and

as Business Development & M&A in Seat Pagine Gialle Group (PG.MI), with the task of developing

and re-launching the Direct Marketing Division, dealt with the acquisition of the listed Consodata S.A.

(now belonging to the Acxiom Corporation: NASDAQ: ACXM – value of the operation € 450

million), and the acquisition of several other companies.

He assisted to several M&A operations, either within the Seat PG Group, or as Advisor of

several Private Equity Funds. This from acquisition, selection of targets, due diligence

management, until negotiation and conclusion of deals

Before these experiences Paolo had 10 years experience in Strategic Consulting (Gemini Consulting

and Ernst & Young), and he has subsequently covered relevant management roles in different

Groups, as Business Development manager.

He also covered the CEO role of a service company

He has been working along with entrepreneurs for years, supporting them during the most important

strategic choices, from the research of investors/partners to complex corporate operations. He is

particular mindful of Entrepreneurs’ needs and the ‘industrial value’ of the operations.

Business & Finance Degree, studied in Italy and in Netherlands

Arkios Italy

4. Management Team Alberto Della Ricca

Alberto Della Ricca

Partner

Alberto is Arkios Italy Partner since 2010 and Associate since 2011.

Previously he worked for 10 years at Interbanca, the Investment Bank of the Banca Antoveneta Group

(former ABN Amro), where he took part of many Corporate Finance operations, among which IPO of

Acegas (a multi-utility company in Trieste), Banca Antoveneta, Sorin (medical tecnologies) and

TerniEnergia (renewable energy), as well as operations of capital increase of some public companies:

Banca Antoveneta, Fin.part (luxury holding), Intek (financial holding), Snia (chemical sector) and

Tecnodiffusione (IT products)

In these years he has assisted several companies, like SicurGlobal (private vigilance), Retelit (TLC

operator) in particular attempting to acquire Metroweb (the optical fibre network in Milan, during the era

of AEM’ ownership), Valvitalia (oil&gas systems), LPE (microelectronics industry), Volare Group (airways

company) and Olidata (IT products).

He had some experiences at Banca Agricola Milanese (BPM Group), and Gestnord Intermediazione

SIM.

Alberto is graduated in Business Management at Bocconi University, with major in Corporate Finance.

Arkios Italy

4. Management Team Pier Francesco Biglione

Pier Francesco Biglione

Turin Office

Principal

Pier Francesco began his career in the Banking Industry (Unicredit Bank, formerly Banco di Roma), where, over the years, he has been trained for all the banking activities. Since 1998 held positions of product manager, manager for Corporate Customers and Branch Manager. After working in the Banking Industry, he covered the role of CEO in Rayonics International Italy, a company operating in the X-Ray machines for quality control in food sector, and in Leaf Investments Ltd, in the Private Equity Sector, and before he covered the role of Chief Financial Officer for several Italian and international companies. Since 2012, he practices in Corporate and finance Consulting, acting on behalf of International Companies on projects of Mergers & Acquisitions, Financial Restructuring, Turnarounds, Joint Ventures and in the context of some of these projects takes direct responsibilities as CEO or CFO (temporary manager). Over 20 years of experience in the Banking, Financial Sector and Manufacturing and knowledge of the cornerstones of business management allow him to give an added value to the consultancy where he used to work shoulder to shoulder with the board in situations often not simple or ordinary. He worked in UK, Ireland and India.

Arkios Italy

1.Management Team

Andrea Orsi

Andrea Rossotti

Andrea Orsi Relationship Manager

Graduated in Business Economics at Piacenza University, he has a long and attested experience as

Relationship Manager. He attended a Master in Business Administration at MIP and different courses with

AIFI.

Since 2009 he is the Relationship Manager of Arkios Italy, in coordinating a group of agent.

In 2011 he became an associate of Arkios Italy.

Graduated in Engineering & Management at Genova University, he attended M&A and Project Financing

Master at LUISS Guido Carli in Rome.

Advisor for the holding Evolution Investments SpA in the acquisition of Maitre Parfumeur et Gantier

Brand, as well as for the company Parfums et Sillages SA, of which he was also the General Manager.

He covered the CFO role at Italia-Mobile company of Resi Informatica Group, and CEO role of the

subsidiary Nomad Solutions, a start-up in the TLC sector.

Andrea has a consolidated competence in Financial Analysis, Business Analysis and Financial Modeling.

He boasts a significant experience in Italian SMEs, thanks to some experiences in corporate restructuring

and turnaround operations. In 2011 he became an associate of Arkios Italy.

Andrea Rossotti Manager

4. Management Team Andrea Orsi – Andrea Rossotti

Arkios Italy

4. Management Team Jean Wang

Jean Wang

Partner

Responsible for Asia-Pacific

Corporate Finance

Arkios Italy

Beijing Office

Jean has more than 15 years dedicated experience on M&A practices especially cross-border M&As

with strong track record, being both a Fortune 500 MNC in-house M&A professional as well as a Senior M&A

banker at BNP Paribas one of the most important International Investment Bank. Her hands-on M&A

positions of domestic consolidation and cross-border M&A have fully covered the whole chain of M&As from

strategy formulation, opportunities screen, execution and Post-Merger Integration as well post investment

management.

Meanwhile, with the integrated combination of an industrial M&A professional and a senior M&A banker,

Jean has developed solid industry knowledge and deep inside insights and key decision-making process on

different types of investors including POE, SOEs, and PEs etc. which greatly empowers her capability of

managing and coaching the investors’ expectation during the complicated cross-border M&As. She

especially excels in developing M&A transaction rationale, synergy models/valuations and PMI plan or

restructuring plan, cross-culture investor community communicating and transaction gap-bridging under

strict pressure and timeline, decisive and skillful in process management for complicated cross-border M&A

with results delivered.

She has especially developed notable record of being buy-side financial advisor, averagely one deal closed

one year in a few past years. She primarily focuses on industrials & chemicals sector, i.e. Industrial capital

machinery and equipment, Industrial precision engineered systems; Automotive and key components;

Cable & Electrics, Aerospace/Aviation; Crop protection, Fluorine chemical, Phosphate chemical etc.;

Pharmaceutical; And MNCs two-way M&A activities including divest and come-in-China etc.

Graduated in MBA at University of Saskatchewan, Canada and in B.A. of Science of Pharmacy, China

Pharmaceutical University, China.

Arkios Italy

4. Management Team Federico Scaravelli - Hong Hong – Sara Zappa - Panayiotis Hadjiandrea

Graduate in Management Engineering at Polytechnic Milan, he covers the role of Manager in

Financial and Business Analysis and Financial Modeling.

Graduate in Master of Science in Finance at Bocconi University, she covers the role of Analyst in

Financial and Business Analysis and Financial Modeling.

Born in China and Chinese speaking, she studied in Italy and Canada.

Federico Scaravelli

Manager

Hong Hong Analyst

Arkios Italy

4. Management Team Giorgio Trevisan - Manlio Pallo

Giorgio has been working for 25 years in Interbanca SpA, where he covered the role of Credit Analyst

and Business Unit manager. Thanks to this, he has gained precious experience in the creditworthiness

and the company risk valuation.

He has achieved excellent results in commercial terms, acquiring and consolidating brilliant relationship

with clients for whom he carries out a qualified activity of consultancy and development of instruments

proper for any need of a company. Therefore, he has consolidated constant relationship with

entrepreneurs and their CFOs, directors of credit institutions and accountants.

Giorgio Trevisan Customer developer

After various work experiences (co-owner of sales company, professional pilot) he worked in Allianz Bank first and then in Lloyd Adriatico as financial promoter.

He created a credit intermediation company by developing cooperation with bank groups, leasing and financial companies.

From 2012 he works in Arkios in order to develop customer relationships with SMEs in the provinces of Cuneo and Turin

Manlio Pallo Customer developer

Panayiotis, after 5 years in Auditing at KPMG, has gained a significant experience as Manager and CEO

of SMEs, like Vancini SpA, D&B Impianti (Gruppo DEMONT SpA), Grand Soleil, with a long experience

as expert of Management Audit, Valuation and Restructuring of Companies, Financial Controller, Auditing.

Panayiotis Hadjiandrea

Principal

5. Why an Advisor

Arkios Italy

5. Why an Advisor Why to open the capital to third parties

The company is a

complex, living and

in continuing

evolution reality.

When an

entrepreneur

decides to open the

capital to other

partners (industrial

or financial) a new

extraordinary

phase starts in its

life.

In order to grow in a well-balanced way

• To find a partner who supports the company in its growth process, to reach those goals that the entrepreneur alone would not be able to reach, or by appealing the banking system that is less and less supporting the growth.

• To improve the quality, by entering the capital market, in order to move to a next (and obliged) step of the company life.

• To organize the company, in pursuing growth and success in international markets, by making it more managerial, instead of fighting every day with credit institutions.

In order to face with more serenity an uncertain future, which will be even more uncertain

• In phases of “generation change” broadly speaking, when the Entrepreneur, in a world in continuing evolution – considers that it could be interesting in valuating synergies and Industrial partners as alternative to an uncertain future.

• In order to handle phases of undelayable financial crisis, entering in growing realities (international and not) which could relieve a company and personal situation without an exit otherwise. Creating more value of what the Entrepreneur has created until now.

Arkios Italy

5. Why an Advisor Unique competencies in the service of the Entrepreneur

Understanding motivations, defining the deal type, coherent with pursued purposes, identifying features of people proper to be investors, defining the way to involve the management in the project, identifying the suitable moment in which start/execute the deal, preparing all the necessary documentation in order to allow investors to examine the opportunity, prefiguring a correct scenario of expectations on market terms and conditions for the deal…

“Why should I address to an Advisor? Who knows better than me the sector in which I work? Does it make sense to spend money when you can do the same job by yourself, if anything addressing your own accountant or lawyer?”

Actually, specific and highly specialized and professional competencies are required, in

business analysis, technicalities of analysis and company valuation, negotiation abilities, and

interaction capability with competent counterparties as well, in addition to competencies in

terms of company management, law and taxations, as well as abilities of connection and

availability of a contact network at national and global level, in order to maximize the

opportunity in identifying possible counterparties interested in the deal.

The entire process is conducted by playing a close team play in which, together with the

Advisor, other different experts are involved, e.g. accountant, fiscal advisor, legal advisor,

experts in due diligence, etc. The Advisor must therefore be able to play the role of

director, coordinating all the resources.

…and much more.

Arkios Italy

CLIENT

5. Arkios Italy The Role and Support of an Advisor

NegotiationNegotiation

DocumentationDocumentation

Contacts with Counter-parts Contacts with Counter-parts

Management of ProcessManagement of Process

Control of timing and respect of the the entire process

Management of all the parts involved in the process (e.g. chartered accountant, lawyers, etc.)

Ongoing assistance at

every stage of the process

Ongoing assistance at

every stage of the process

Structuring of the Operation Structuring of the Operation

Price

Investment Contract

Shareholder agreements

Put&Call Options

Definition of best financial structure

for the Transaction

Preliminary Evaluation

“Value Driver” definition

Preliminary inquiry & Selection

of potential Investors

Management of the entire relationship with counter parts

Pre Due Diligence

Blind Profile, Teaser

Information memorandum

Preparation to Due Diligence

Management presentation

Press release

Arkios

Arkios Italy

5. The process (1/3) From the preparation of documents to the preliminary interests

c.a. 60-50% of them reply that they could be interested and request more information

Documents preparation

• Meetings with Shareholders/Management in order to know: 1. Company; 2. Market; 3. Positioning; 4. Economic/Financial Situation; 5. Key Investment

• Blind Profile (short document which shows Company/Market/Positioning of the Target Company and the Investment Rationale

• Preparation of Investor List (Analysis of market, competitors, discussion with Shareholders -> around 30 Industrial Players, around 5/7 Funds)

• Sending Blind Profile to Investors -> Contacts/Mails/Calls with possible investors for preliminary poll

Contacts with possible Investors

• Request of NDA to Investors (Confidentiality of data) & Acceptance of NDA

• Sending of Teaser (more detailed document with more relevant information) Preliminary interests

Arkios Italy

5. The process (2/3) From the preliminary interests to the acceptance of one or more Letters of Intent

Interest Confirmation (c.a. 60-50%)

Request of LOI • LOI (Letter of Intent) -> at the END, ADVISOR REQUESTS THE LOI, which

confirms what is stated/written between Investor-Advisor-Entrepreneur in a document (pre-contract)

• BUSINESS DUE DILIGENCE:

• Investor starts full analysis on Target – Advisor answers to all his requests

• Sector/Market Analysis • Company Analysis: positioning, Economic/Financial Data, Strengthness/weaknesses

• Competition Analysis • Business Plan: adequacy, sensitivity analysis, projections, basic hypotheses, etc..

• Others…

• Several meetings between Potential Investor and Entrepreneur

• NEGOTIATION Advisor starts indicating to Investor the perimeter of the Deal (valuation, control, etc… ) and “negotiating”

Business Due

Diligence

manifestazioni di interesse

Preliminary interest

• Request of NDA to Investors (Confidentiality of data) & Acceptance of NDA

• Sending of Teaser (more detailed document with more information)

Arkios Italy

5. The Process (3/3) From the choice of the Investor to the contracts signing

LOI acceptance • Advisor (and Entrepreneur) receive the LOI (usually at least 3)

• Valuation, Operation Structuring, Timing, Governance, etc. [«preliminary»]

• Advisor and Entrepreneur value all pros and cons of each LOI

Choice of Investor • LOI ADJUSTMENT = NEGOTIATION!!

• In function of several parameters Entrepreneur accepts a LOI and an exclusivity period

• DUE DILIGENCE Accounting/Fiscal/Legal by the Investor

1. Arkios Italy handles all the Due Diligence procedure, (24h/24, with stable presence of an expert Senior Analyst in order to “counterbalance” the auditors

2. Coordinates and gather all documentation • Questions to the Entrepreneur’s consultants (Accountant; Fiscal expert, Lawyer)

3. Data Room management: No accounting/fiscal/legal document is delivered before to be controlled by Arkios!

4. End Due Diligence: possible NEGOTIATION on different elements

Due Diligence

• Support of Advisor in the writing of contracts (agreements, SPA, shareholders agreements, Financing contracts, warranties and mechanisms, etc…)

• TRANSACTION CLOSING

Writing of contracts

Arkios Italy

Contacts

Arkios Italy

For Further Information:

Paolo Pescetto President + 39-334.66.54.116 paolo.pescetto@arkios.it www.arkios.it www.arkios.co.uk

Paolo Cirani C.E.O. + 39-335.68.40.737 paolo.cirani@arkios.it www.arkios.it www.arkios.co.uk

Alberto Della Ricca Partner + 39-347.22.03.181 alberto.dellaricca@arkios.it www.arkios.it www.arkios.co.uk

Andrea Orsi Partner- Relationship Manager + 39-338.35.62.005 Andrea.orsi@arkios.it www.arkios.it www.arkios.co.uk