Presentazione CDI ENG_dicembre2016_short size_

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CDI Global Presentation

December 2016

© Copyright 2009 CDI Global

I. About CDI Global

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Overview of CDI Global

Our Distinction:

For more than 40 years, we have assisted clients complete the “right”transactions. We have helped clients close more than 1,600 deals.

Global Reach:

Currently have 40 offices around the world.

Capabilities:

Our partners and several hundred professionals have industry knowledge,speak local languages and understand local business practices and cultures

We bring a multi-disciplinary approach, including professionals withexperience in investment banking, management consulting, generalmanagement, corporate development, legal and accounting

Focus:

Middle market transactions, typically between $10 million and $300 millionin enterprise value

We have also advised on deals over $2 billion in value

Deep experience in cross-border transactions and complex projects

Much of our work is on buy-side mandates for strategic buyers

Thoroughly investigate strategic fit, industry dynamics and competitivefactors

"Your industry expertise rings very strong at The Carlyle Group."

Tom Rabaut, OE at The Carlyle Group.

Europe

Antwerp, Amsterdam, Bern, Brussels, Dusseldorf, Geneva, Gothenburg, Helsinki, Kristiansand, Oslo, London, Madrid, Milan, Oslo, Paris, Poznań,Stockholm, Zurich

North AmericaBoca Raton, Boston, Chicago, Cleveland, Mexico City, Pittsburgh, Princeton, Victoria (Canada)

South AmericaBuenos Aires, Montevideo,Santiago, Sao Paulo

India Mumbai

China Hong Kong, Beijing, Shanghai

Japan Tokyo

Australia andNew Zealand

Melbourne, Sydney

CDI Global Profile Regions and Offices

3


CDI Value Proposition

Providing a highly professional alternative to investment banks and business brokers for

extending internal corporate development capabilities

Focusing acquisition searches on cross-border/cross-continent mandates involving

middle-market target companies with annual revenues generally under $300 million

Serving clients seamlessly on a worldwide basis through our global network of M&A

professionals and industry experts

Offering flexibility in how we work and charge for our services to fit the distinct

requirements of each client and mandate

Bringing a seasoned business perspective and strategic understanding to working with

clients through our highly-experienced industry partners

“CDI is by far the best company of its kind we have worked with over the last 8 years.”

Henk Algra, Managing Director of Enraf, a subsidiary of Delft Instruments, who brought three transactions to CDI

4


Focus for CDI Global

5

Large Market

Small Market

Mid-Market

Transaction

Financing

M&A Advisory

Services

Strategic Advisory

Services

Ongoing Financial

Services

CDI Global

Transaction Size

Service Offering

Illustrative

Typical

Investment Bank


CDI Global Resources and

Capabilities

CDI Global’s capabilities and significant experience encompass more than twenty-five

major industries

CDI Global consulting partners are very experienced along the entire length of the

corporate development cycle from growth strategy clarification through successful

company search, due diligence and closing

Many of our partners have served as corporate development officers or as senior

business line executives, which makes us especially qualified to work with strategic

acquirers in creating and implementing growth investment programs

Our experience includes international and domestic business combinations (M&A and

strategic partnering) as well as market assessments, acquisition strategy development

or clarification, and decision support for growth and diversification investments

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"What really helped One Equity Partner was CDI's global reach. We used people from around the globe."

JB Cherry, MD One Equity Partner


CDI Global Services Offering to

support your strategic options

7

MERGERS & ACQUISITIONS

•Strategic adviser throughout the transaction life cycle

•Project management

•Capacity to operate internationally and identify, propose and execute cross-border acquisitions

CAPITAL RAISING

•Unique experience of global capital markets and private capital

•Assist in raising capital around the world through private placements

•Cost effective through our strong relationships with large business groups, financial institutions and private equity

COMPANY SEARCH•Assist in defining search profile

•Identifying targets

MBO/MBI

•Develop a tailored business plan based on the requirements of potential funders

•Aim to match MBO teams with funders that are focused on their sector and size of business.

•Lead negotiations with the vendor, whether they be retiring shareholders or corporates

DIVESTITURES•Work with clients to develop an appropriate strategy to generate successful exits for private owners, corporates and private equity backed enterprises alike.

SPECIAL SERVICES

•Strategic plan for Board of Directors

•Review and preparation of companies for a transaction

•Business plan development, valuation (fairness opinions)

•Post acquisition integration plan

•Alliance partner search


Transactions by Sectors

8


II. Our Services

9


Overview of Search Process

Long List of Targets:

As many as 10-20 targets

active in the priority

segments utilizing

personal interviews.

Long list development

may also require as many

as 5-10 highly focused

“industry” interviews with

customers, suppliers and

industry sources .

Planning Development Negotiations Closing

(2-4 weeks)

Phase IVPhases II and IIIPhase I

(8-12 weeks) (8 + weeks)

Short List of Targets:

Client and CDI Global will

narrow the “long list”

down to a small subset of

the most likely and

attractive targets.

CDI Global will approach

targets at an appropriate

level to explore their fit

with client requirements

and future plans and

intentions.

Transaction Initiated:

Client and CDI Global will

select the most suitable

prospect(s) and develop

an acquisition strategy for

each.

CDI Global will introduce

Client to each selected

target and assist with

transaction structure,

valuation and preliminary

negotiations.

Completed Acquisition:

CDI Global will monitor

the ensuing negotiation

process leading to a

definitive transaction.

CDI Global can assist

with confirmatory due

diligence coordination,

integration planning and

post acquisition services,

as and if required.

Key Deliverables

Illustrative Search Process

10


Our Approach to Sell-Side

Mandates

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Phase IVPhase IIIPhase IIPhase I

Deal Marketing Materials

Readiness Assessment

Sales Strategy Development

Industry Deal Research

Company Profile (“Teaser”)

Info Memo (IM) Preparation

Buyer “Long List”

Research/Development

Confirmation of Valuation/

Reference Price

Development of “Road Show”

Presentation

Preparation Execution Due Diligence Closing

Buyer

Development/Evaluation

Non-Disclosure Agreement

Development (NDA)

Selection of Buyers to

Participate in Sales Process

(“Short-List”)

First Contact with

Buyers/Distribution of Teaser

Confirmation of Buyer

Interest/NDA Signing

Send IM with Process Letter

Schedule/Conduct “Road

Show” Presentations

Selection of Finalist

Solicitation and Evaluation of

Non-Binding Bids (Letter of

Intent with Indication of

Value)

Select Final Bidders to

Participate in Due Diligence

Preparation and

Administration of Data Room

Preliminary Due Diligence

Receipt and Evaluation of

Binding Offers

Selection of Preferred Bidder

Successful Conclusion of

Deal

Resolve Open Questions

(“Confirmatory Due

Diligence”)

Draft and Negotiate Stock

Purchase Agreement (SPA)

Agree on Final Deal Structure

(Terms and Conditions,

Contingencies, Warrants,

etc.)

Concluding Negotiations

Regarding Price and

Financial Structure

Signing of Final Version of

SPA

Securing Regulatory

Approvals

Plan for and Conduct Closing

Activities

(6-7 weeks) (5-6 weeks) (5-6 weeks) (Variable)

Key Deliverables

Illustrative Search Process


III. CDI Global Italy

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Company History

TCA was founded in 2010 by TIM Management, which nowadays owns 95% of it.

In 2016 TCA, enter into CDI Global Network and changed its name into CDI Global Italy. Our mission is to assist our

customers in corporate finance, mergers, sales and financing operations.

TIM Management, since 30 years, first in Italy, is active in temporary management. It has about 1000 top level

managers on record, mainly managing directors, boards members, general managers, CFOs. The main customers

are Private Equity Funds and Entrepreneurs and Shareholders.

The link with TIM Management has allowed to exploit the following:

Up to date information about potential deals from managers

In deep knowledge of Investment Funds

Specific sector know-how covered by managers on record of TIM Management

In 2016 TCA became Equity Markets Partner of Network Elite, the Italian Borsa Project, composed of more than

400 companies and 100 advisors.

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Director

14

Domenico Costa

President

Luigi Cravero

ManagingDirector

Cesare Tocchio

ManagingDirector

Stefano Tovini

Director

• Cruise Ships• Olive Oil• Distressed

Businesses

• Fashion• Furniture• Management

consulting

Sector Expertise

• Automation• Welding & Cutting• Paper & Packaging• Printing• Non woven tissue

• Engineering• Paper• Management

consulting


Team

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Gianmaria Castoldi

Logistic & Publishing

Advisor

Giancarlo Errico

FMCG Advisor

• Pharma• Fresh Food• Mass Market• Logistic• Mechanical

Sector Expertise

• Confectionary• Frozen Food• Poultry Meats• Detergent and

Tissue• Footwear

Orazio Ingenito

Packaging Advisor

• Packaging• Paper• Printing

Gabriele Coccini

Partner

• Industrial Manufacturing

• Automotive• Chemical• Food & Beverage• Consumer Goods• Fashion & Luxury

Sector Expertise

Zuzana Nagyovà

Services &

Administration

Luca Sfoggia

M&A Financial

Analyst

• Analyst • Administration


International Track Record

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Newspaper Printing Company

• Acquisition for anItalian Holding froma US Private EquityFund – turnover 49million euro, plantsin Italy, France andPoland

Lighting Poles

• Acquisition of aFrench Company foran Italian Groupfrom a CanadianHolding in Chapter11 – turnover 35million euro

Special tubes for oil & gas

• Acquisition of themajority share of alocal company(joint venture ItalyMalaysia) for aMalaysian Group

International chemical & plastic Group

• Market prospectionfor an acquisition inItaly and later on,based on decision tobuild up a newplant, participationin business plan,identification ofideal location andnegotiationacquisition of asuitable real estateasset

Food Dry Pasta

• Acquisition for agroup of investorsof the second largerplant in Italy from aUSA Company listedat NYSE and inchapter 11-turnover 45millions euro,100.000 tons – themandate includedthe management ofthe company forfirst six months, thetimenecessary to recruitthe newmanagement


Italian Track Record

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PaperMill

• Acquisition for agroup of investorsof a leadingCompany inChapter 11 andstart up of theNewco – turnover34 million euro

Printed labels

• Acquisition for oneof our clients of theprinting industry oftwo companiesproducing printedlabels andintegration betweenthem

Aluminum

Extruded Products

• Restructuring ofbanks debts,reduction ofworking capital andacquisition of newfinance sources

Fresh Food

Distribution

• Dismissal of a smallcaptive transportcompany, sold to aspecialized player,and negotiation of athree years servicecontract

Packaging

• Acquisition of anItalian leader foran importantPrivate EquityFund and selectionof the manager tosupport the buyout – turnover 43million euro


Italian Track Record

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Packaging

• Acquisition of acompany leading ininsert forpharmaceuticalpackage by group ofprivate investorsand an Italianprivate equity firm –turnover10 million euro

Packaging

• Acquisition of acorrugatedpackaging producerby an industrialGerman paper andpackaging group –turnover 20 millioneuro

Packaging

• Acquisition byproducer luxurypackaging of abrunch of businessfrom the court ofBusto Arsizio –asset deal

• Acquisition of afolding boxesmanufacturer by acompany specializedin rigid luxury boxesfor the cosmeticsindustry – totalturnover of theresulting groupabout 60 millioneuro

PackagingPackaging

• Acquisition of aproducer of boxesfor cling kitchenfilms by an industrialgroup active for halfa century in printingand cardboardpackaging – assetdeal

Presentazione CDI ENG_dicembre2016_short size_

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