arkios italy company presentation - jan. 2014

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Arkios Where Finance meets Corporate Strategy Milan, London Zurich, Houston, Tel Aviv, Berlin, Shanghai, Singapore, Stockholm, Amsterdam, Brussels, Melbourne

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Arkios Italy is an M&A Independent Advisory Firm specialized in providing assistance to its customers in respect of M&A Transactions and Capital Collection, mainly for Small-Medium Enterprises. Born to support Italian Small and Medium (SME) size companies seeking investors and raising equity capital. Strongly focused on the ‘Industrial & Business’ part of the deal and with high knowledge of Financial strategy 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 is part of the Network of Arkios Ltd, a Member of the London Stock Exchange, with 14 offices worldwide, including branches and partners in: Italy, UK, Germany, EAU, Switzerland, Sweden, Belgium, United States, Canada, Israel, Australia and China

TRANSCRIPT

Page 1: Arkios Italy Company Presentation - Jan. 2014

ArkiosWhere Finance meets Corporate Strategy

Milan, London

Zurich, Houston, Tel Aviv, Berlin, Shanghai, Singapore, Stockholm, Amsterdam, Brussels, Melbourne

Page 2: Arkios Italy Company Presentation - Jan. 2014

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 companiesWith 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

Page 3: Arkios Italy Company Presentation - Jan. 2014

Arkios Italy

Table of Contents

5. Why an Advisor – His Role

2. Track Record

3. About Us

1. Arkios Italy

4. Management Team

Page 4: Arkios Italy Company Presentation - Jan. 2014

1. Arkios Italy

Page 5: Arkios Italy Company Presentation - Jan. 2014

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 14 branches and partners in: Italy, UK, Germany,

Switzerland, Sweden, Belgium, United States, Canada, Israel, Australia , China and UAE

Page 6: Arkios Italy Company Presentation - Jan. 2014

Arkios Italy

1. Arkios ItalyOur Offices

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

Milan

London

HoustonShanghai

Zurich

Tel Aviv

Berlin

Stockholm; Amsterdam, Brussels

Melbourne

Singapore

• Milan

• London

• Zurich

• Houston

• Tel Aviv

• Berlin

• Shanghai

• Singapore

• Stockholm

• Amsterdam

• Brussels

• Melbourne

• Dubai

Dubai

Page 7: Arkios Italy Company Presentation - Jan. 2014

Arkios Italy

1. Arkios ItalyM&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 operations, such as research of Investors, Buyers, JVs.

o research and selection of Financial Investors (Private Equity Funds, Investment Holding) and IndustrialInvestors (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 tomaximize the enterprise value and how to structure of the operation, focusing on an adequate M&A strategy.

• Identification of Investors/Acquirers and Targets – Company Valuation

• Presentation to Investors, Business Due Diligence and Business Plan development

o Creation and prearrangement of all the information which are necessary to support the dealo Economic, Financial, Strategic analysis, with market positioning analysis and a sound business plan definitiono 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.

• Management of Financial Crisis phases, integration of a M&A strategy with the Bankruptcy

o Strategy definition, which complements the research of an Investor with the management of a bankruptcyproceeding

Page 8: Arkios Italy Company Presentation - Jan. 2014

Arkios Italy

1. Track Record Arkios Italy – Accomplished Transactions

Feb-2013 Nov-2012 Jul-2012 Dec-2012 Oct-2012

Sep-2012

Sep-2012

Mar-2011 Apr-2010 Nov-2009 Jul-2009 2009-2008 Jun-2009 Jun-2009

Feb-2013Jul-2013

Page 9: Arkios Italy Company Presentation - Jan. 2014

Arkios Italy

1. Arkios ItalyTrack Record of the Team- Some Examples

Arkios Partners have aconsolidated experiencein M&A and financialoperations.

They have assisted andclosed Large Dealseither for small andmedium size enterprisesor for Top Groups whichare listed on the StockExchange.

We are characterizedfor our particularattention to theindustrial value of(financial) operations, astrong humanrelationships and thedeep understanding ofthe strategic goals ofthe firm and Customers’needs.

Page 10: Arkios Italy Company Presentation - Jan. 2014

Arkios Italy

1. Arkios ItalyFinancial Distress Management– Debt Restructuring: Role of an M&A Advisor and Arkios Italy’s key competencies

•More and more companies

have to face corporate crisis

situations, due to an

excessively high level of bank debt.

•Despite a great «industrial» value, such companies risk to enter in situations of

financial shortage and insolvency. .

•The Bankruptcy Law Reform of September 2012

has introduced new and

efficient tools allowing the

exit from the crisis and

relaunch of the Company, the so-called Concordato.

•The role of an M&A Advisor is fundamental to raise new

financial resources,

necessary for the relaunch.

Page 11: Arkios Italy Company Presentation - Jan. 2014

Arkios Italy

1. Arkios ItalyInternationalization to US: We believe that entering in the US Market can leverage the Value of a Company, facilitating the raise from Financial Investors, especially in United States

Arkios offer an unique service to Italian SMEs to enter in the US Market with our US Partners, in NYC, Chicago and Detroit. An exclusive partnership with the two Leading American Partners working on this field land the Best International Attorneys.

Arkios Branded Service Campaign

Tailored on the specific needs

With a Strategic & Financial Approach

Directly in United States

«Hands On»

Backed by the necessary Financial Resources

Arkios offer an

Arkios offer an

Arkios offer an

Arkios offer an

Arkios offer an * Title of a Famous ’50 Italian Song

Page 12: Arkios Italy Company Presentation - Jan. 2014

2. Track Record

Page 13: Arkios Italy Company Presentation - Jan. 2014

Arkios Italy

2. Track Record Arkios Italy – Accomplished Transactions

Feb-2013 Nov-2012 Jul-2012 Dec-2012 Oct-2012

Sep-2012

Sep-2012

Mar-2011 Apr-2010 Nov-2009 Jul-2009 2009-2008 Jun-2009 Jun-2009

Feb-2013Jul-2013

Page 14: Arkios Italy Company Presentation - Jan. 2014

Arkios Italy

2. Track Record Arkios Italy

Everlight - multinational in the Lighting

sector - has acquired 100% stake of Ghidini

Lighitng, historic company in the outdoor

lighting sector

Arkios Advisor for the Buyer

100% sale of Bordi, historic company in the Pre-

Formed Flexible Packaging (2011 = € 8 mio), to

Wipak Group – Packaging Division of the

multinational Wihuri Oy (2011 = € 1.7 bln)

Arkios Advisor of Bordi S.r.l.Arkios as Advisor of Doctor Dentist

Eurasia – leader in the distribution of

accessories for auto/kids

In procedure of Debt Restructuring

Arkios as Advisor for the Debt Restructuring

Page 15: Arkios Italy Company Presentation - Jan. 2014

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.

Quadrivio has underwritten a Capital increase

for the development in Bimbo Store, a retail

chain specialised in early childhood

Arkios as Advisor of BimboStore

Palladio Finanziaria has underwritten a

Capital increase for the Development in

Group, Management of penny arcades

Arkios as Advisor of Real Games

Everlight - lighting multinational – has

acquired 100% of Lucitalia, historic

Decorative lighting company

Arkios Advisor of the Buyer

2. Track Record Arkios Italy

Page 16: Arkios Italy Company Presentation - Jan. 2014

Arkios Italy

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

Private Investor

Arkios as Advisor of Grattarola S.p.A.

Capital Increase for the development by a

group of investors in Cantiere Navale Blu

Martin

Arkios as Advisor for the parties

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

Joint-Venture between CAP Divisione Servizi

Infrastrutturali and VAR Group

through cross partecipation of 5%

Arkios as Advisor of CAP

2. Track Record Arkios Italy

Page 17: Arkios Italy Company Presentation - Jan. 2014

Arkios Italy

Acquisition of Petroli Rizzi Petroli company and

coast deposits in Boffalora and Pisa by Goil

Arkios a Advisor to the Buyer

Arkios Advisor to the Buyer

100% acquisition of the historic brand of parfums

Arkios as Advisor for Buyer

100% acquisition of the specialized Publishing House Dirittoitalia.it

Arkios as Advisor for the Buyer

2. Track Record Arkios Italy

Page 18: Arkios Italy Company Presentation - Jan. 2014

Arkios Italy

2. Track RecordManagement Team Arkios (1/2)

Page 19: Arkios Italy Company Presentation - Jan. 2014

Arkios Italy

2. Track RecordManagement Team Arkios –(2/2)

Page 20: Arkios Italy Company Presentation - Jan. 2014

Arkios Italy

4,000,000 SharesInitial Public Offer on Expandi

Global Coordinator and Listing

Partner

2008

Initial Public Offer on MTA

Financial advisor and

Sponsor

2006

Initial Public Offer on MTA

Financial advisor and Sponsor

2004v

Initial Public Offer on MTA

Financial advisor

2002

14,889,000 SharesInitial Public Offer on MTA

Global Coordinator and Sponsor

2001

2. Track RecordManagement Team Arkios – IPO

Page 21: Arkios Italy Company Presentation - Jan. 2014

3. About Us

Page 22: Arkios Italy Company Presentation - Jan. 2014

Arkios Italy

3. About Us…

Sole24ore - Bimbo Store MF - Bimbo Store

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

Finanza & Diritto – Video Interview to Paolo CiraniSole24OreFinanza & Diritto - Bimbo Store

Page 23: Arkios Italy Company Presentation - Jan. 2014

Arkios Italy

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

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

3. About Us…

Page 24: Arkios Italy Company Presentation - Jan. 2014

Arkios Italy

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

Milano Finanza Giornale di Brescia - GhidiniFinanza & Diritto – LucitaliaFinanza & Diritto – CAP-Var Group

3. About Us…

Page 25: Arkios Italy Company Presentation - Jan. 2014

4. Management Team

Page 26: Arkios Italy Company Presentation - Jan. 2014

Arkios Italy

4. The Team

TEAM ARKIOS ITALY

• Paolo Pescetto – President

• Paolo Cirani – CEO

• Alberto Della Ricca – Partner

• Monica Barzaghi – Sr. Principal

• Andrea Orsi – Relationship Manager

• Andrea Rossotti – CFO & Manager

• Federico Scaravelli – Manager

• Hong Hong – Analyst

• Sara Zappa – Analyst

• Panayiotis Hadjiandrea - Principal

• Giorgio Trevisan – Customer Developer

• Manlio Pallo – Customer Developer

Page 27: Arkios Italy Company Presentation - Jan. 2014

Arkios Italy

4. Management TeamPaolo Pescetto

Paolo PescettoPresident & 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 andAuditor, being auditor at important enterprises.

Page 28: Arkios Italy Company Presentation - Jan. 2014

Arkios Italy

4. Management TeamPaolo Cirani

Paolo CiraniC.E.O. & Founder

Paolo boasts more than 10 years experience in Strategic Consulting (Gemini Consulting e Ernst &

Young), and he has subsequently covered relevant management roles in different Groups, as Business

Development manager.

On behalf of Seat Pagine Gialle Group (PG.MI), with the task of developing and relaunching 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

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 Degree, studied in Italy and Netherlands.

Page 29: Arkios Italy Company Presentation - Jan. 2014

Arkios Italy

4. Management TeamAlberto 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.

Page 30: Arkios Italy Company Presentation - Jan. 2014

Arkios Italy

4. Management TeamMonica Barzaghi

Monica BarzaghiSenior Principal

Monica has a more than 20-year long experience in main International Business Audit and ConsultancyFirms (Arthur Andersen, Ernst & Young) where she developed specific knowledge in the Banking andFinance sector, providing services to banks and financial firms members of listed Groups (Mediobanca.,Intesa SanPaolo Banking Group, MPS Banking Group, Société Générale S.A.), with particularemphasis to the identification and management of operating criticalities and to the valuation andmanament of risks connected to the realization of strategic plans and extraordinary deals, like the mergerbetween Intesa and SanPaolo, and the merger between Italian Investment Managing Companies (SGR) andsome Investment Funds of Monte Paschi di Siena Bank.

She developed abilities in analysis and management of business plans, dedicated to Reorganization andDebt Restructuring, in view of examination and revision in the Credit Area of banks and financialinstitutions, as well as competencies in corporate governance and internal controlo and the relatingcompliance with Law, and advisory in projects of converions to International Accounting StandardsIAS/IFRS.

She took part also to round table of ASSIREVI, dedicated to the preparation of reseach documents forAudit Standards.

In addition, she covered the role of Investor Relator for the most important Italian Media Company(Mediaset S.p.A.)

Graduated in Economics at the Università Cattolica del Sacro Cuore in Milan, her Curriculum Vitae iscertified and included among the Excelent CVs of the Fondazione Bellisario. She is also an CharteredAccountant, Auditor and Statutory Auditor in some Companies.

Page 31: Arkios Italy Company Presentation - Jan. 2014

Arkios Italy

1.Management TeamAndrea Orsi

Andrea Rossotti

Andrea OrsiRelationship 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 RossottiManager

4. Management TeamAndrea Orsi – Andrea Rossotti

Page 32: Arkios Italy Company Presentation - Jan. 2014

Arkios Italy

4. Management TeamPanayiotis Hadjiandrea – Federico Scaravelli - Hong Hong – Sara Zappa

Panayiotis Hadjiandrea

Principal

Federico Scaravelli

Manager

Hong HongAnalyst

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.

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.

Sara ZappaAnalyst

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

Financial and Business Analysis and Financial Modeling.

Page 33: Arkios Italy Company Presentation - Jan. 2014

Arkios Italy

4. Management TeamGiorgio 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 TrevisanCustomer 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 PalloCustomer developer

Page 34: Arkios Italy Company Presentation - Jan. 2014

5. Why an Advisor

Page 35: Arkios Italy Company Presentation - Jan. 2014

Arkios Italy

5. Why an AdvisorWhy 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 thatthe entrepreneur alone would not be able to reach, or by appealing the banking systemthat is less and less supporting the growth.

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

• To organize the company, in pursuing growth and success in international markets, bymaking 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 moreuncertain

• In phases of “generation change” broadly speaking, when the Entrepreneur, in a world incontinuing evolution – considers that it could be interesting in valuating synergies andIndustrial 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 exitotherwise. Creating more value of what the Entrepreneur has created until now.

Page 36: Arkios Italy Company Presentation - Jan. 2014

Arkios Italy

5. Why an AdvisorUnique competencies in the service of the Entrepreneur

Understandingmotivations, definingthe deal type, coherentwith pursued purposes,identifying features ofpeople proper to beinvestors, defining theway to involve themanagement in theproject, identifying thesuitable moment inwhich start/execute thedeal, preparing all thenecessarydocumentation in orderto allow investors toexamine theopportunity, prefiguringa correct scenario ofexpectations on marketterms and conditions forthe 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 anythingaddressing 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.

Page 37: Arkios Italy Company Presentation - Jan. 2014

Arkios Italy

CLIENTCLIENT

5. Arkios ItalyThe Role and Support of an Advisor

Page 38: Arkios Italy Company Presentation - Jan. 2014

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

Page 39: Arkios Italy Company Presentation - Jan. 2014

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)

Page 40: Arkios Italy Company Presentation - Jan. 2014

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

Page 41: Arkios Italy Company Presentation - Jan. 2014

Arkios Italy

Contacts

Arkios Italy

For Further Information:

Paolo PescettoPresident+ 39-334.66.54.116paolo.pescetto@arkios.itwww.arkios.itwww.arkios.co.uk

Paolo CiraniC.E.O.+ 39-335.68.40.737paolo.cirani@arkios.itwww.arkios.itwww.arkios.co.uk

Alberto Della RiccaPartner+ 39-347.22.03.181alberto.dellaricca@arkios.itwww.arkios.itwww.arkios.co.uk

Andrea OrsiPartner- Relationship Manager+ 39-338.35.62.005Andrea.orsi@arkios.itwww.arkios.itwww.arkios.co.uk

Monica BarzaghiSenior Principal+39 335.12.29.146Monica.barzaghi@arkios.itwww.arkios.itwww.arkios.co.uk