Gome Retail Holdings Limited · HKEX:493

Gome Retail — GOME Electrical Appliances Holding — Merger or Acquisition (June 2009)

18 slides from Gome Retail's merger presentation, Jun 22, 2009

  1. Slide 1: A Stronger GOME

    A STRONGER GOME Management Presentation 22 June 2009

  2. Slide 2: Disclaimer

    Disclaimer ƒ This presentation and the accompanying slides (the “Presentation”) which have been prepared by GOME Electrical Appliances Holding Limited (“GOME” or the “Company”) do not constitute any offer or invitation to purchase or subscribe for any securities, and shall not form the basis for or

  3. Slide 3: Chen Xiao

    Chen Xiao Chairman of the Board and President, GOME PRESENTATION JUNE 2009 | Page 3

  4. Slide 4: What We Announced Today

    What We Announced Today ƒ New Financing And A New World Class Partner ƒ Investment Agreement with Bain Capital Glory Limited, an affiliate of funds advised by Bain Capital Partners, LLC (“Bain Capital”) ƒ Open Offer of shares to qualifying shareholders, fully underwritten by Bain Capital Glory II Li

  5. Slide 5: Investment From Bain Capital And Open Offer

    Investment From Bain Capital And Open Offer ƒ Raises sufficient new capital to meet the Company’s funding needs ƒ Cash injection: Net proceeds of not less than HK$3,236m (US$417m) ƒ Provides a solid financial platform to underpin GOME’s operations and growth ambitions ƒ Allows qualifying shareholder

  6. Slide 6: Convertible Bond Terms

    Convertible Bond Terms Gross Proceeds ƒ HK$1,804m (US$233m) Subscriber ƒ Bain Capital Glory Limited Initial Conversion ƒ HK$1.18 (5.4% premium to pre-suspension price) Price ƒ Adjusted to HK$1.108 after the Open Offer completes ƒ Convertible into ordinary equity representing 12% of the existing Size

  7. Slide 7: Open Offer Terms

    Open Offer Terms Basis ƒ 18 new ordinary shares for every 100 existing shares held Gross Proceeds ƒ Not less than HK$1,543m (US$199m) Subscription Price ƒ HK$0.672 (40% discount to pre-suspension price) Underwriter ƒ Fully underwritten by Bain Capital Glory II Limited ƒ Provides solid financial plat

  8. Slide 8: Partnership with Bain Capital Brings Additional Benefits to GOME

    Partnership with Bain Capital Brings Additional Benefits to GOME ƒ Bain Capital’s international experience and capital market expertise further strengthens the GOME Board and enhances corporate governance with international best practices ƒ Bain Capital to propose three members to the Board as Non-E

  9. Slide 9: Ernst & Young's Internal Control Review and GOME's Internal Audit

    Ernst & Young’s Internal Control Review and GOME’s Internal Audit ƒ After reviewing Ernst &Young’s Internal Control Review and the Company’s internal audit, the Board concluded that GOME has: ƒ No deficiencies in the Group’s internal control system in any material respect ƒ No misappropriation of fu

  10. Slide 10: Independent Directors' Efforts

    Independent Directors’ Efforts ƒ A Special Action Committee, comprised of independent non-executive directors, Mr. Thomas Manning, Mr. Mark Greaves and Mr. Chan Yuk Sang, was set up immediately following the trading suspension late last year ƒ They have provided counsel, advice and oversight on the

  11. Slide 11: Business Overview – GOME Continues to Prosper

    Business Overview – GOME Continues to Prosper ƒ Maintain and grow market leadership ƒ GOME’s first quarter 2009 recorded improved performance from fourth quarter 2008 ƒ New strategy in place to focus on profitability growth ƒ Sales per square meter improvement ƒ Product mix optimization to improve m

  12. Slide 12: Strong Management Team Committed to Lead the Company Forward

    Strong Management Team Committed to Lead the Company Forward GOME Board of Directors President Chen Xiao Executive Vice President, Executive Vice Administration & HR Committee President Wei Qiuli Wang Junzhou Acting Chief Vice President, Vice President, Vice President, Vice President, Financial Offi

  13. Slide 13: Jonathan Zhu

    Jonathan Zhu Managing Director, Bain Capital PRESENTATION JUNE 2009 | Page 13

  14. Slide 14: Why Bain Capital Is Investing in GOME

    Why Bain Capital Is Investing in GOME ƒ Extraordinary growth opportunities exist in China’s consumer and retail industries ƒ One of China’s leading retail franchises ƒ Ability to support management in continued operational and profitability improvement opportunities ƒ Strong, deep and dedicated mana

  15. Slide 15: Overview of Bain Capital

    Overview of Bain Capital ƒ Leading global private equity firm with longstanding track record of value creation ƒ 25 years of investment experience ƒ US$60 billion under management ƒ Substantial track record in retail sector ƒ Value-added ownership ƒ Extensive due diligence ƒ Broad industry knowledge

  16. Slide 16: Bain Capital's Extensive Experience In Retail / Consumer Investments Globally

    Bain Capital’s Extensive Experience In Retail / Consumer Investments Globally PRESENTATION JUNE 2009 | Page 16

  17. Slide 17: In Summary and With Gratitude

    In Summary and With Gratitude ƒ GOME’s underlying business fundamentals continue to be strong ƒ E&Y report is encouraging – work is ongoing to implement key recommendations to strengthen internal controls ƒ New capital allows the Company to build upon its solid foundation and to carry on with the ex

  18. Slide 18: Thank You

    Thank You PRESENTATION JUNE 2009 | Page 18 The Ending Page

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