Cellularline Spa · MIL:CELL
Cellularline Spa — SPAC Merger (February 2018)
32 slides from Cellularline Spa's SPAC merger presentation, Feb 19, 2018
Slide 1: The Business Combination
The Business Combination February 19th, 2018
Slide 2: Disclaimer
Disclaimer This document has been prepared by Crescita S.p.A. (the “Company”) exclusively for use in the presentation of the envisaged business combination. This document may not be copied, distributed or reproduced in whole or in part, nor passed to any third party without the written consent of th
Slide 3: Investment supported by compelling reasons
Investment supported by compelling reasons Crescita • Crescita is a SPAC (Special Purpose Acquisition Company) set up under Italian Law • Listed on AIM, the SPAC has raised a total capital of €133m* Main reasons to invest in the proposed Business Combination Sizeable market with strong expected grow
Slide 4: Table of contents: Transaction overview
Table of contents 1. Transaction overview 4
Slide 5: Business combination – Key highlights
Business combination – Key highlights Key objectives ▪ Listing of Cellularline on the Italian Stock Exchange ▪ Provide financial resources to Cellularline to exploit growth opportunities Key steps The Business Combination will be in the form of a Merger by incorporation of the Cellular Group into Cr
Slide 6: Business combination – Valuation and price adjustments
Business combination – Valuation and price adjustments Valuation Equity Value* €160.4m Net Asset Value €133.0m Enterprise Value** €244.4m Equity value per share €10.0 ‘16 EV/EBITDA Adj.** 6.3x Exchange ratio ‘16 P/E*, *** 6.6x Exchange share ratio 1 to 1 (@€10 per share) Price adjustments • Remedy S
Slide 7: Business combination – Shareholders structure
Business combination – Shareholders structure* Pre-merger Cellular Italia** Crescita 13.53% 36.56% S.L.M.K. Market DVR Sponsors Movil 2000 6.46% Founders 50.28% 86.47% 6.70% Post-merger Cellularline in case of zero withdrawal*** Cellularline in case of maximum withdrawal*** 13.16% 16.41% Funds Funds
Slide 8: Business combination – Governance and lock-up obligations
Business combination – Governance and lock-up obligations Corporate Governance The new Board of Directors • The Board of Directors of the company resulting from the merger will be composed by 9 members • The Chairman is yet to be defined • Christian Aleotti and Marco Cagnetta will be Co-CEOs Lock-up
Slide 9: Business combination – Expected timeline
Business combination – Expected timeline BoD and announcement ▪ 18th January Investor Presentation ▪ 19th February Equity Research pubblication ▪ 26th February EGM date ▪ 20th March Envisaged closing ▪ End of June 9
Slide 10: Table of contents: The Equity Story
Table of contents 2. The Equity Story 10
Slide 11: Cellularline at a glance
Cellularline at a glance ▪ Founded in Reggio Emilia in 1990, Cellularline has become a European leading brand in the development and sale of accessories for smartphones and tablets ▪ In Italy CL is by far the market leader in CE and Mass Merch channels and in all the product categories, while in Ger
Slide 12: The Equity Story - Contents
The Equity Story - Contents 1. Sizeable market 2. Leading European company 3. Top of mind brand 4. Distinctive and effective business model 5. Best-in-class top Management 6. Growth opportunities 12
Slide 13: 1. Sizeable market
1. Sizeable market Camera Alarm Credit Card Mobile Phone Sport Calculator What What Has Happened Is Happenig SO FAR NOW Newspaper Smart Home Portable Gaming Device Virtual/Augmented MP3/Music Reality Player Agenda 13
Slide 14: 2. Leading European company - Product portfolio
2. Leading European company - Product portfolio Red line Black line Blue line Branded Protection & Charge & Voice & Audio Motorcycle Wearables products Style Utilities Music products distribution 37% 35% 14% 2% 6% 6% Cases Power bank Headsets Smart watches & Interphone Other products Fitness tracker
Slide 15: 2. Leading European company - Product portfolio (cont'd)
2. Leading European company - Product portfolio (cont’d) Multi-specialist segmentation Different product/pack strategy Charge & Utilities Protection & Style Voice & Audio Music Source: Management Information 15
Slide 16: 2. Leading European company - Product portfolio (cont'd)
2. Leading European company - Product portfolio (cont’d) Attractive, easy and self explaining pack Source: Management Information 16
Slide 17: 2. Leading European company - Countries
2. Leading European company - Countries Market leading position Business by geography (% on total 2016 sell-out data) Italy Market 4% 4% 2% leader UE countries Red line Among 14% (⁓90%) non UE countries Top 3 46% Players Red line - All geographies Other key EU 31% Black line - All geographies countr
Slide 18: 3. Top of mind brand
3. Top of mind brand CL is the most recognized brand among competitors CL is the fourth most recognized brand after phone specialized in smartphone accessories - aided producers - not aided Cellularline 63% Smartphone Producer #1 46% Competitor #2 27% Smartphone Producer #2 37% Competitor #3 26% Sma
Slide 19: 4. Distinctive and effective business model – Value chain strategy
4. Distinctive and effective business model – Value chain strategy Strategic Efficiency driven internally managed externalized Logistic & Product development Sales & Marketing Manufacturing Stocking ▪ New product ▪ Marketing analysis ▪ Development of ▪ Management development and ▪ Single product out
Slide 20: 4. Distinctive and effective business model - Product development
4. Distinctive and effective business model - Product development A Consumer driven • Usage and attitude studies by product category with both qualitative approach, internal and quantitative data • Detailed market monitoring for main geographies across Europe drivers for product • Fully dedicated gr
Slide 21: 4. Distinctive and effective business model - Sales & Trade Marketing
4. Distinctive and effective business model - Sales & Trade Marketing A ▪ Consumer centric approach combining B2B customers Assortment requirements with end users’ needs management ▪ Ad hoc shelf management with specific solutions for different channels and clients. Superior capability to precisely
Slide 22: 5. Best-in-class top Management
5. Best-in-class top Management Christian Aleotti Marco Cagnetta Stefano Cerrato Emilio Sezzi (in CL from 1991) (in CL from 2004) (in CL from 2015) (in CL from 2002) ▪ The team combines significant experiences in the broader consumer Committee Co-CEO goods market Steering Co-CEO Sales, Product & Mar
Slide 23: 6. Growth opportunities - Overview
6. Growth opportunities - Overview Product development International expansion Identified path Channels to growth development Online M&A 23
Slide 24: 6. Growth opportunities - Product development
6. Growth opportunities - Product development Market share by product category for all channels (YTD Sep 2017, €m*) 235 70 70 40 20 20 15 65 % 35 53% 49% 39% 43% 37% % 16% YTD Sep 2017 Cases Headsets Screen Battery Power Car Protectors Chargers Banks devices** Cellularline market rank: Market share
Slide 25: 6. Growth opportunities - Product development (cont'd)
6. Growth opportunities - Product development (cont’d) Key features of the new AQL line-up by Cellularline • Carefully designed and crafted by Cellularline, AQL is the audio brand that will improve people’s listening experience and boost their emotions everyday and wherever they are • Focusing on cu
Slide 26: 6. Growth opportunities - Countries
6. Growth opportunities - Countries Market share in top EU countries (2016, €m*) ▪ Strong market position in all main EU Total Market 330 100 160 countries: size (€m) 710 90 480 • Market leader in Italy and Austria Top3 market • Among Top3 player in Germany, share 51% Belgium, Netherlands 2nd player
Slide 27: 6. Growth opportunities – Distribution channels
6. Growth opportunities – Distribution channels Sales Channel coverage Italy Channel size (€m, YTD Sept 2017) 155 41 30 20 43% >50% * 31% Cellularline 11% market share CE MassMerch. Telco Travel Retail % on CL Sales in Italy 67% 15% 5% 10% ▪ Cellularline is the leading supplier of all major players
Slide 28: 7. Online
7. Online Today Development path Expansion of online distribution on marketplaces Engagement of CE retailers throughout their online shift; Promotion of online and social campaigns to support the brand Speed-up growth in marketplaces ▪ International expansion (Spain, France, Germany), with main Deve
Slide 29: M&A opportunities
M&A opportunities Identified path to growth Fit with M&A Targeted profile • Players with strong expertise in the online ✓ business of smartphone accessories Online and already present in the major international marketplaces • Players specialized in the development and Channels development ✓ sale of
Slide 30: Table of contents: Key Financials and Final Remarks
Table of contents 3. Key Financials and Final Remarks 30
Slide 31: Ginetta Group 2011-2016 (consolidated)
Ginetta Group 2011-2016 (consolidated1) Ginetta Group 2011 - 2016 (consolidated) * * * €K 2011 * 2012 * 2013 ** 2014 * 2015 * 2016 * VALUE OF PRODUCTION 79.269 108.366 134.791 158.167 160.722 164.484 EBITDA Adj 16.110 28.374 33.227 36.897 37.298 *** 38.887 % EBITDA / SALES 20,3% 26,2% 24,7% 23,3% 23
Slide 32: Ready to exploit the new market opportunities
Ready to exploit the new market opportunities Cellularline development phases Booming Phase at the development Consolidation Phase in Expansion Phase through organic of smartphone era major market segments growth and M&A opportunities Exploiting further Strengthened and more opportunities in balance