THE SPAC FOR THE ITALIAN FOOD I

THE SPAC FOR THE ITALIAN FOOD INDUSTRY

SEPTEMBER 2015

STRICTLY PRIVATE AND CONFIDENTIAL – NOT FOR DISTRIBUTION

Strictly private and confidential – Not for distribution

Disclaimer

2

• The present document (henceforth the “Document”) has been prepared by Glenalta Food S.p.A. (the «Company») solely for information purposes; a limited number of

copies have been made and these are strictly reserved for the person to whom they are addressed: for this reason the information contained in the Document is confidential

and must not be used, in whole or in part, or disclosed to third parties or copied, distributed, transmitted or reproduced.

• The Document is for a restricted number of selected professional investors as defined in Appendix II, Sections I and II of Directive 2004/39/EC (known as the MIFID

Directive) who have the necessary experience and knowledge to understand and adequately evaluate the risks inherent in any potential investment in an Italian SPAC

(Special Purpose Acquisition Company) (the “Project”).

• The description of the Project characteristics contained in the Document are not intended and do not constitute in any way investment advice or a solicitation to purchase

securities, nor is it an offer or invitation or promotional message for the purchase, sale or underwriting by any person in any jurisdiction or country where such activity is

contrary to law or regulation, except where there are exemptions that apply under related law.

• The terms, data and information contained in the Document are subject to revision and updating; the Company and CFO SIM S.p.A. («CFO SIM») assume no responsibility

to communicate, in advance or subsequently, should such revisions and updates become necessary or opportune. Within the limits of law, the Company and CFO SIM,

their corporate executives, managers, employees, and consultants make no statement, give no guarantee or assume any responsibility, express or implied, regarding the

accuracy, the adequacy, completeness and up to date nature of the information contained in the Document nor regarding any eventual errors, omissions, inaccuracies or

oversights contained herein.

• The distribution of the Document and information on the Project may be subject to restrictions in certain jurisdictions.

• It is recommended that any eventual investment decision regarding an investment in the Project be based on the formal offering documents prepared by the Company as

part of the listing of the Company shares on the AIM Italia market organized and managed by Borsa Italiana S.p.A. and on audit from the investors own independent,

professional financial and fiscal advisers.

• Any expected return from the Project is not guaranteed and is based on data shown in Euro; for investors resident in EC countries that are not part of the Eurozone these

returns can increase or decrease due to exchange rate movements.

• The tax consequences of an investment depend on the individual circumstances of each investor and may be subject to change in the future; therefore, the present

document may not be considered to have been prepared in order to offer an opinion, legal advice or tax opinion regarding the possible tax consequences of the Project.

Every prospective investor is advised to evaluate any potential investment in the Project on the basis of independent accounting, fiscal and legal advice and should also

obtain from their own financial advisors analyses of the adequacy of the transaction, the risks, the protection and the cash flows associated with the transaction, insofar as

such analyses are appropriate for ascertaining the risks and merits of the transaction.

• Prospective investors must rely on their own evaluation that a potential investment in the Project described herein does not contravene the laws and regulations of the

country of residence of the investor and must also be responsible for obtaining any necessary prior authorization required to make the investment.


Glenalta Food – Genesis

3

The origin of Glenalta Food

Glenalta Food rises from the combination of the distinctive and complementary capabilities of its Founders

who can boast a successful managerial background in the food sector, twenty years' experience in corporate

finance operations and private equity and a direct experience as a promoter of Italian SPACs.

Gino Lugli, after twenty years in Ferrero, eventually serving as CEO until last January, and Luca Giacometti

joined forces, together with Stefano Malagoli and Silvio Marenco, to create Glenalta Food S.p.A., a brand-

new SPAC (Special Purpose Acquisition Company) designed to invest in the Italian food industry.

The collaboration between Lugli and Giacometti dates back to 2003 when Pietro Ferrero wanted to constitute

Nutequity, a Private Equity fund with the purpose of acquiring companies in the Italian food market. After the

dismissal of the Nutequity project, Lugli continued to manage the Italian branch of Ferrero sustaining a

continuous growth, with revenues going from € 1.865 million to € 2.547 million in the last ten years, while Luca

Giacometti completed the “Made in Italy 1” project, the first Italian SPAC with which SESA S.p.A. was

successfully listed at the Milan Stock Exchange. After the excellent results of “Made in Italy 1”, Giacometti

created an investment company, “IPO Challenger”, which last January listed “I.W.B. Italian Wine Brands” on

the AIM Italia market of the Milan Stock Exchange. I.W.B. controls two subsidiaries, “Giordano Vini” and

“Provinco Italia” with the purpose of becoming one of the major wine entities of the country.


Glenalta Food – Highlights

4

Promoters

Glenalta Food is an Italian Special Purpose Acquisition Company (SPAC) promoted by a team of 4

professionals with complementary experiences in the management of multinational organizations in the food

sector, in corporate finance operations (LBO/MBO/MBI/Turnarounds), both as Sponsors/Investors and as

advisors: Gino Lugli (with a 30% share), Luca Giacometti (with a 30% share), Stefano Malagoli (with a 20%

share) and Silvio Marenco (with a 20% share). Luca Giacometti was already a promoter of “Made in Italy 1”

and “IPO Challenger”, two successful SPACs.

Share categories

Shares A: common shares placed on the market for the investors.

Shares B: subordinated shares underwritten by the Promoters (~ €1,5 million).

The financial resources invested by the Promoters will be used to pay the SPAC constitution fees, notarial

expenses, listing fees, current expenses and acquisition costs (legal costs, costs for due diligence, etc.).

Target Italian Small-Mid Cap with an Enterprise Value between €100 and € 400 million.

Offering Size € 60 – 70 million

Stock Exchange AIM Italia. Following the Business Combination, the Issuer will submit the request to list its shares on the MTA

(STAR segment).

Share Offer

6.000.000 - 7.000.000 common shares (A) at €10 each.

At the IPO n. 1 free Warrant will be assigned for every n.2 Share A.

At the Business Combination, another n. 1 free Warrant every n. 2 Shares A is given only to the shareholders

who do not withdraw.

Shares and Warrants are negotiated separately on AIM Italia from the first day of listing.

Escrow account 100% of the collected capital from the common shareholders is deposited in an escrow account.



5

Costs and Fees capped No management fees.

Promoters’ financial

commitment ~ €1,5 Million invested in 150.000 subordinated type B Shares with no voting rights.

Promoters’ remuneration

Only if the Business Combination is approved

Conversion of n.1 type B Share in n. 6 type A Shares according to the following steps:

• 1/3 of Shares B (n. 50.000) at Business Combination;

• 1/3 if the Shares A market price reaches steadily € 11,0 within 36 months from the consummation of the

Business Combination*;

• 1/3 if the Shares A market price reaches steadily € 12,0 within 36 months from the consummation of the

Business Combination*.

Maximum period for the

identification of the target

company

~ 18 months (starting from the creation of the escrow account) to identify and acquire a Target company. The

Board of Directors has the authority to extend the maximum period for six additional months at its discretion

(therefore a twenty-four months period overall).

Put Option

Before the fulfilment of the Business Combination

In order to give liquidity to the stock, the Shares A subscribers are granted the right of withdrawal (“put

option”), exercisable according to predetermined “time windows”, which provides the ability to sell the stock

withholding the following penalty fees:

• 5%, if exercised within the eighth month from the listing;

• 4%, if exercised between the ninth and sixteenth month from the listing;

• 3%, if exercised between the seventeenth and the twenty-forth month from the listing.

The withdrawing subscribers can still keep the Warrants assigned at underwriting.

(*) If the official market price of the common shares is greater than or equal to respectively € 11 or € 12 per common share on at least 15 out of 30 consecutive trading days.

Promoters’ Lock up 18 months starting from the Business Combination.

Investment Minimum size: € 100.000 (equal to 10.000 shares and 5.000 warrants)

Maximum size: € 5.000.000 (equal to 500.000 shares and 250.000 warrants).

Reserved for qualified professional investors.

Strictly private and confidential – Not for distribution 6


The Warrant offers the investor an opportunity to increase the return on the transaction:

• It is an independently traded instrument and may therefore be sold on the market generating a minimal immediate return (cost of opportunity), whilst retaining

the protection represented by the escrow account, or

• Investors may realize additional upside on the transaction if the share price increases following completion of the acquisition.

Warrant

• N° 6.000.000- 7.000.000 Warrants listed on AIM Italia

• Issue ratio of n. 2 free Warrants every n. 2 ordinary Shares; n. 1 Warrant is assigned at IPO and another n. 1 is

given at Business Combination, only to the shareholders who do not withdraw.

• Exercise period: 5 years following the approval date of the Business Combination.

• Strike Price: € 9,50.

• Subscription price of the conversion shares: € 0,1 (Warrants are essentially cashless* as is typical in

SPACs).

• The conversion ratio formula: (Average trading price of the preceding month – 9.5)/(Average trading price of the

preceding month – 0.1).

• Mandatory exercise of the warrants within 30 days if the monthly average price of the ordinary Shares

exceeds € 13,30 during the preceding month. If the warrants are not exercised within the abovementioned terms,

they will be cancelled. The conversion ratio is based on the following formula: (13,3 – 9,5)/(13,3 – 0,1).

(*) In Italy it is not legally possible to have a totally cashless warrant.


Potential return for a SPAC investor

7

The example has only a merely illustrative purpose and represents no guarantee of any return.

Phase I – pre-acquisition “downside protection” Phase II – post-acquisition “upside potential”

• The investor is protected by the deposit of 100% of the

capital gathered with the IPO in an escrow account.

• The separate listing of the Warrants means that investors

hold an independently traded instrument that can eventually

generate an immediate minimum return whilst the

guarantee offered by the escrow account remains in place.

• The prices of the shares and warrants will reflect the

fundamentals of the company (as for all listed companies).

• The escrow account will be used to complete the Business

Combination and repay dissenting shareholders.

• Should the share price increase, investors will realize

additional upside on their investment through the Warrants.


€ 3,0 € 6,6

€ 10,8 € 12,0 € 12,6 € 13,5

€ 60,0

€ 66,0

€ 72,0

€ 102,8 € 108,2

€ 115,9

€ 3,0

€ 9,1

€ 15,1

€ 0

€ 20

€ 40

€ 60

€ 80

€ 100

€ 120

€ 140

€ 10,0 € 11,0 € 12,0 € 13,3 € 14,0 € 15,0

Mill

ion

Estimated breakdown of Shares A and Warrants (€ 60 million raised) at different Glenalta Food share prices *

Promoters Share A Value Investors Share A Value Investors Warrant Value

Potential distribution of post-Business Combination wealth

8

(*) If the withdrawal ratio is 0% and if the Share A price reaches € 13,3 within 36 months, then all of the Warrants are converted. Moreover when the price reaches € 12, all of the Shares B, owned by the promoters, are

converted in Shares A .

Warrant conversion threshold

The example has only a merely illustrative purpose and represents no guarantee of a return.


What happens when the Business Combination is finalised

9

(*) Pre-Business Combination the Promoters have no type A Shares. On consummation of the Business Combination the Promoters have the right to convert 1/3 of Shares B they hold into type A (with a 1 to 6 conversion rate). When the

price reaches € 11 (within 36 months from the Business Combination), the Promoters have the right to convert another 1/3 of the Shares B they hold. The remaining 1/3 of the Shares B will be converted on reaching a share price of € 12

(within the same time limit).

(**) 6.000.000 Shares A at € 10 per share.

(***) carried out only with equity.

SPAC

Shareholders

SPAC

(€ 60 m **)

Pre-Business Combination

At Business Combination ***

Target Company

Shareholders

Target Company

(Equity Value € 110 m)

100%

34,7%

Promoters *

0%

Target Company

(Equity Value € 171.5 m )

SPAC

Shareholders Promoters * Target Company

Shareholders

1,7% 63,6%

Post-Business Combination assuming a share price of €13,30

(post-conversion of Warrants)

Target Company

(Mkt Cap € 261 m)

SPAC

Shareholders Promoters * Target Company

Shareholders

4,6% (~€12,0 m)

39,4% (~€102,8 m)

56,0% (~€146,3 m)

100%


Investment Target

10

Target Size Glenalta Food will focus on Italian companies with an EV between € 100 million and € 400 million.

Sectors or situations that are

excluded Finance, Financial Services, Real Estate, Start Up, Weapons and Tobacco.

Most interesting Sectors

• Food & Beverage

• Consumer & Retail

To strengthen/integrate complementary businesses and facilitate the international development.

Areas of opportunity

WHAT DOES THE SPAC OFFER

TARGET COMPANIES

• Solutions to succession problems concerning the company

• Assured access to listing

• Solutions to difficulties in raising financial resources

• Access to a highly reputable professional team

• Solutions to problems concerning governance and exit strategies

• Equity sponsor for build-up of businesses offering strong potential for

synergies

• Attractive investment exit strategy

• Certainty regarding the timing of the listing process (not linked to market

conditions)

• A solution if the entrepreneurs and private equity investors fail to agree on the

exit strategy

• Disposal of assets or divisions to focus on the core business

Family-owned

companies

Private equity

Portfolio

companies

Company

Spin-offs


Gino Lugli President and CEO

35 years’ experience in

the European Food

Industry. Deep

knowledge of

International Retailing

The Team

11

Promoters / Investment Team

Luca Giacometti CEO

25 years' experience in

M&A advisory and private

equity. Already Promoter

of two SPACs ("Made in

Italy 1" and "IPO

Challenger").

Global Coordinator NOMAD

Advisors Legal Assistance Auditors

Lorenzo Bachschmid

Dario Di Iorio

Alice Volpe

Stefano Malagoli CEO

15 years of experience in

M&A advisory and Debt

Restructuring.

Silvio Marenco CEO

15 years of experience in

strategic consulting,

university teaching and

entrepreneurial activity.

TBD

TBD


Gino Lugli

12

• 35 years of experience in the European Food Industry

• Deep knowledge of National and International Retailing

• Meaningful track record of Brand Equity building

• From 1996 to September 2015, Gino Lugli took on different roles in Ferrero Group, starting as General Manager of

Belgium and Netherlands up to working alongside the CEO Giovanni Ferrero as the Sales Central Director of Ferrero

International and eventually returning to Italy as CEO of Ferrero S.p.A., whose revenues increased from € 1.865 million to

€ 2.547 million in the last 10 years.

• From 1984 to 1996 he held increasingly important positions in the dairy Group Giglio, first as Sales and Marketing Director

then as General Manager of Giglio Trading SpA, which was planning the integration with Granarolo and the stock

exchange listing. In 1993 Giglio Trading was sold to Parmalat who confirmed him in the same role he covered beforehand.

• From 1982 to 1984 he was a manager in a company of the Inalca-Cremonini Group.

• From 1978 to 1982 he started his professional career as Marketing and Customer Relationship Manager of Credito

Romagnolo in Bologna, a major Italian private bank at the time, then merged in Gruppo Unicredit.

• Former Councillor of Executive Committee of Centromarca, Vice President of I.B.C. (Industrie Beni di Consumo),

Councillor of U.P.A. (Utenti Pubblicitari Associati), Councillor of Indicod-ECR.


Luca Giacometti

13

• 25 years of experience in private equity and as a SPAC promoter

• Co-founder of pan-European investment initiatives

• Strong capability in seeking out successful Italian entrepreneurial entities

• Promoter of IPO Challenger in 2014 (merged with Italian Wine Brands S.p.A.) and of Made in Italy 1 in 2011 (merged with

Sesa S.p.A.), two successful Italian SPACs.

• From 2007 manager for Italy of the European fund of funds Capital Dynamics.

• 10 years experience as M&A Advisor for private equity funds (Paladin, Bain small cap fund, L Capital, LVMH fund,

Palladio Finanziaria and Quadrivio SGR).

• In 2003 co-founded and became Managing Director of Nutequity, a pan-European investment fund sponsored by the

Ferrero family.

• From 1996 to 2002 he was Managing Director of GE Capital PE, managing the private equity activities of General Electric

in Italy and investing ca. € 50 million.

• From 1991 for six years he was Deputy Director of Merchant Banking for Banca Commerciale Italiana (currently Banca

Intesa Sanpaolo).

• From 1986 for six years he worked in syndicated loans for Citibank in Milan where he was responsible for financing many

of the first MBOs in Italy.


Stefano Malagoli

14

• 15 years of experience in M&A Advisory and Debt Restructuring

• Founder and Managing Partner of Kaleidos, an independent M&A boutique

• Author of international scientific publications on the application of artificial

intelligence for companies evaluation

• Before committing to investment banking activities, he started his career as Product Manager of the Fresh Product

Division in Ferrero Netherlands.

• For 15 years he has been conducting advisory activities for corporate finance transactions and he is a specialist in Debt

Restructuring and M&A activities on an international level.

• He gained substantial experience as financial advisor of Italian and American companies and private equity funds as part

of LBO and MBO activities. Main sectors: ceramic, food, clothing, automotive and some mechanical branches.

• He obtained a PhD at Cà Foscari University in Venice and a Master at Columbia University in New York.

• He is a CPA and a Certified Statutory Auditor.

• To the advisory activity he combines an activity of evaluation of companies involved in transaction processes and

insolvency procedures. Some examples: the independent appraisals for the merger between Julius Baer S.p.A. and Kairos

Investment Management S.p.A.; the evaluation of the Seat Pagine Gialle and Seat Pagine Bianche brands and the

international holdings of Seat Pagine Gialle S.p.A.; the appraisal of the De Tomaso brand in the bankruptcy of De Tomaso

S.p.A; the fairness opinion of Società Camuna di Partecipazioni S.p.A. (formerly known as Carlo Tassara Finanziaria).


Silvio Marenco

15

• 15 years of professional experience between consultancy, university teaching and

entrepreneurial activity

• 6 years of experience in strategic consulting at Bain & Company

• Currently he is the Corporate Service Director and Strategy and Marketing Professor at the Turin Campus of ESCP

Europe Business School.

• He gained meaningful experience in strategic consultancy at Bain & Company in Italy, Argentina, Brazil and Luxembourg.

He was involved in Industrial and Strategic Planning, Market Analysis and Corporate Restructuring specializing particularly

in the food, industrial, retail and textiles sectors.

• He earned a PhD at Bournemouth University and University of Turin.

• He obtained a Master in Business Administration (MBA) with Focus on Finance, at the SDA Bocconi School of

Management.

• Silvio has strong entrepreneurial skills and a strong managerial flexibility; in 2011 he founded YouAbroad (a company that

organises studying trips abroad for high school students), of which he is now President, turning the start-up into a leading

company with revenues exceeding € 5 million.


SPAC: experience of Luca Giacometti - Made in Italy 1

16

SPAC Capitalization € 50 million

Shares Price

• SPAC’s shares price at listing (23/06/2011): € 10

• Sesa S.p.A. shares price after the merger (01/02/2013): € 10,75

• Sesa S.p.A. shares price 24 months after the BC: € 13,28

• Sesa S.p.A. shares price on 26/05/2015: € 15,73

Stock Exchange AIM Italia

Promoters Luca Giacometti, Matteo Carlotti and Simone Strocchi

Target SeSa S.p.A. (Italian leader group in the distribution of IT

business solutions)

Warrant Warrants’ "Accelerated conversion" date: June 30, 2014

Important Dates

• SPAC listing date: June 23, 2011

• Reverse Merger Transaction date: January 31, 2013

• AIM to MTA transfer date: October 18, 2013 (from March 2015

the shares are listed on the STAR segment)

Operation Structure

Summary

• Made in Italy 1 listing on the AIM Italia market (Shares and

Warrant)

• Target Identification: Sesa S.p.A.

• Reverse Merger Transaction by Sesa S.p.A.

• Withdrawal rate around 19% (less than the limit of 30%)

• Investment yield (Share + Warrant) today over 100%

Made in Italy / Sesa S.p.A. Shares Trend

(23June13 – 26May15)

ISIN Code: IT0004729759


SPAC: experience of Luca Giacometti – Italian Wine Brands (6 months from listing)

17

SPAC Capitalization € 52 million (collected mainly with an IPO Challenger bond – May 2014 –

convertible within 12 months in IWB ordinary shares and warrants)

Shares Price Italian Wine Brands S.p.A. shares price at listing (29/01/2015): € 10,81

Italian Wine Brands S.p.A. shares price on 26/05/2015: € 10,4


Promoters Luca Giacometti, Simone Strocchi, Angela Oggionni and

Electa

Important Dates Business Combination approval date: December 9, 2014

IWB listing date: January 29, 2015

Warrant Warrant Value at listing (29/01/2015): € 1,4

Warrant Price on 26/05/2015: € 1,58

Target Giordano Vini S.p.A. based in Alba (CN)

Provinco Italia S.p.A. based in Rovereto (TN)

Operation

Structure

Summary

Fund raising through a bond issued by IPO Challenger

Acquisition of Giordano Vini and Provinco Italia by Italian Wine

Brands S.p.A. (IWB)

Conversion of each IPO Challenger Bond in 1 Share and 1 Warrant

Withdrawal rate of about 20%

IWB shareholders:

- Investors (61,71% with 4 million ordinary shares and warrants)

- Promoters (1,26% with 84.000 ordinary shares and max 2 million warrants)

- Provinco Italia Shareholders (11,99% with 800.000 ordinary shares)

- OGV (20,54% with 1,37 million callable shares)

- Giordano Vini Shareholders (4,5% with 300.000 ordinary shares)

IWB Warrants Trend (29gen15 – 26mag15)


IWB Shares Trend (29gen15 – 26mag15)



SPAC: Space – third party experience in Italian SPAC

18

SPAC Capitalization € 130 million (13 million shares at € 10)

Shares Price

• Space shares price at listing (18/12/2013): € 9,68

• Space shares price on 26/05/2015: € 12

• Shares yield: 24%

Stock Exchange MIV (Investment Vehicles Market)

Promoters Gianni Mion, Roberto Italia, Sergio Erede, Carlo Pagliani and

Edoardo Subert

Target F.I.L.A. S.p.A. (one of the global leader in the production and sale of

painting, drawing, moulding and writing products aimed mainly for pre-

school age and school age kids)

Warrant

• 8,7 million Market Warrants issued (half at listing and half at the

Business Combination approval at a ratio of 2 Warrants every 3

shares)

• Warrant price on 26/05/2015: € 2,2

• Warrant yield 393% (listing price € 0,56)

Important Dates

• SPAC listing date: December 18, 2013

• Business Combination approval date: January 15, 2015

• Merger date: June 1, 2015

Operation

Structure

Summary

• Shares and Warrants IPO on the MIV market

• Target identification in F.I.L.A. S.p.A.

• Business Combination approval and Merger

• Withdrawal rate of 0%

• About 40 million used to liquidate the former shareholders

• 50-60 million used to both recapitalize the company and reduce its

financial debt

• About 30 million redistributed to Space investors

Space Shares Trend (18dic13 – 26mag15)


Space Warrants Trend (18dic13 – 26mag15)



SPAC: Industrial Stars of Italy – third party experience in Italian SPAC

19

SPAC Capitalization € 50 million

Share price • ISI share price at listing (22/07/2013): € 10,12

• ISI share price on 26/05/2015: € 11,4 (12,6%)


Promoters Giovanni Cavallini (Giober Srl) and Attilio Arietti (Spaclab Srl)

Target Lu-Ve S.p.A. (Italian company operating in Europe in the heat

exchangers production for refrigeration and air-conditioning)

Warrant

Ratio: 1 Warrant every 2 Shares at IPO; another Warrant every 2

Shares at the Business Combination approval

Warrant value at listing: € 0,47

Warrant price on 26/05/2015: € 1,91 (406% yield)

Important dates

• SPAC listing date: July 22, 2013

• Business Combination approval date: April 28, 2015

• Expected Merger date: July 2015

Operation

Structure

Summary

• ISI listing on the AIM Italia market (Shares and Warrant)

• Target identification in Lu-Ve S.p.A.

• Business Combination approval with a withdrawal rate of 0%

• Reverse Merger Transaction Expected in Lu-Ve

ISI Shares Trend (22lug13 – 26mag15)


ISI Warrants Trend (22lug13 – 26mag15)



APPENDIX 1: WHAT IS A SPAC?


What is a SPAC?

• A Special Purpose Acquisition Company (SPAC) is a listed investment vehicle that raises funds to acquire and/or reverse merge (Business

Combination) with one or more unlisted operating companies (the “Target”).

• The founders (Promoters) form the management of the company: the quality and reputation of the Promoters are fundamental to the success

of a SPAC. The Promoters invest their own capital in the SPAC (capital at risk) to finance its business activities.

• The capital raised with the IPO is deposited in an escrow account, which cannot be accessed by the managers without the approval of a

shareholders’ meeting.

• The SPAC has about 18 months to identify and acquire the Target or else it will be dissolved; should this occur, the funds in the escrow

account will be used to repay the shareholders; the Board of Directors has the authority to extend the maximum period for six additional

months at its discretion (therefore a 24 months period overall).

• The acquisition must be approved by an Extraordinary General Meeting of the SPAC’s shareholders. If the shareholders’ meeting does not

approve the transaction, the Promoters will restart their search for a target company.

• The shareholders who do not approve of the acquisition can be reimbursed using the funds held in the escrow account.

21

THEREFORE, A SPAC IS A LOW-RISK INVESTMENT VEHICLE UP TO THE MOMENT OF THE ACQUISITION BUT IT OFFERS A SIGNIFICANT

POTENTIAL UPSIDE IF THE TRANSACTION PROVES SUCCESSFUL.


Life cycle of the SPAC

22

Funds raised through IPO

Promoter’s investment

(~3% )

Search for investment opportunities

Due diligence

Transaction negotiations

SPAC management roadshow to present the identified target

Withdrawal right for the shareholders who do not approve the transaction

Shareholders’ meeting to deliberate the proposed acquisition

Conditions that must be met for the acquisition approval:

Majority achieved

Withdrawal rate equal to less than 30% of the share

capital

If the transaction is not approved by the shareholders’

meeting, the Promoters will start to search for a new Target

18 + 6 months

SPAC IPO Identifying the

Target

Acquisition

announcement EGM

Acquisition approved

Acquisition

not approved

No Acquisition

SPAC dissolved

Business Combination (the SPAC’s shareholders

become shareholders of an

operating company)

Withdrawing shareholders’

funds returned with cash

from escrow account

Shareholders’ funds

returned with cash

from escrow account

Shareholders

who vote YES

Shareholders

who vote NO

Search of a new Target company

At least 30 days


Advantages of our SPAC

23

Investment liquidity

The SPAC shares and warrants can be traded immediately on the stock market, which means that the investment may

be liquidated from the first day of trading.

The warrants allow the investor to generate a minimum return or to realize additional upside on the investment.

To make the investment more liquid, for the first time in Italy, Glenalta Food offers its investors the opportunity to

exercise the right of withdrawal even before the shareholders’ meeting for the Business Combination approval,

exercising a put option to the SPAC itself, which within 7 days will return the invested capital withholding a small amount

as a penalty fee for early withdrawal (the investor retains in his possession the warrants).

Access to an expert and highly

motivated team

The investor has the benefit of an expert team in choosing and acquiring unlisted companies at better conditions than

those offered by companies listed on the stock market.

The remuneration of the team is linked to the post-Business Combination performance of the shares.

Downside protection If an investor does not approve the acquisition at the EGM, but the assembly reaches the majority and the acquisition is

ratified, or if no acquisition is completed within 18 months (extendable by the Board for 6 additional months), the investor

recovers the full amount invested in the escrow account.

Market environment that generates

acquisition opportunities

Accessing to the financial resources needed for development is prevented by limited access to credit and to stock

markets capital.

The governance issues and especially the exit strategies contained in the shareholders’ agreements imposed on the

entrepreneurs by private equity operators have given an added advantage to a SPAC compared to a private equity fund.

Several private equity funds need to dispose of their investments as they are approaching the end of the duration of the

fund.

Investor’s centrality The SPAC puts the investor at the center of the decision-making process: the decision about the Business Combination

is left in the investors' hands and individual shareholders who do not agree can exit.

Absolute alignment of promoters

and investors interests

As it is typical of SPACs, the Promoters receive the investment’s financial return over the long term and it is closely

linked to the return obtained by investors.


SPAC versus investment vehicles

24

(1) Pre Business Combination.

Listed Spac

Listed Investment Company

Private Equity

Risk diversification Liquidity

Fee/ Recurring Costs

Shareholders Approval

(1)

Discount to NAV

(1)

Rights of withdrawal

(1)


APPENDIX 2: FOCUS FOOD & BEVERAGE SECTOR


Introduction

• Glenalta Food aims at the Italian market primarily focusing on the Food & Beverage, Consumer and Retail sectors.

• The Food & Beverage turns out to be particularly interesting in light of recent developments, both at a macro level and at the M&A Italian

market level, as well as regarding the overall growth expectations, especially about the products labelled Made in Italy.1

• The Italian Food industry is in good health and in 2014 reached € 132 billion of total revenues2, an increase of 0,8% compared to 2013. The

result was achieved mainly thanks to exports that in 2014 recorded an increase of 4% equal to a value of € 34 billion.

• The Italian Food industry is amongst the largest in Europe for revenue size, but one of the lowest with regard to the number of listed

companies; also the export share is lower than in other relevant markets (about 25% against over 30% in Germany and France). There is

therefore plenty of room for growth both on the international development and on the capital market improvement.

• Despite the limited export rate, Made in Italy products stir a high-level of appreciation in different sectors; this trend is confirmed in the food

industry, in fact Italian food products are perceived second only to those of French origin. This element contrasts with the data on the major

exporters in the new key markets3, where Italy generally stands between third and sixth place, although with growing trends.

• Recent months have seen an interesting increase in the number of M&A transactions regarding the Italian Food industry, especially

conducted by Private Equity funds which completed acquisitions or realized investments (mainly selling to industrial buyers).

• The following pages illustrate the Italian Food sector through an analysis of the main active trends mentioned above, as well as an overview

of the principal segments.

• It will be clear how the Italian Food industry is characterized, regardless of the segment, by an exceptional fragmentation, an export level

considerably below other countries, undersized (except some excellent outliers) and with a poor inclination to compete at a global level.

26

1 Source: Prometeia-Confindustria study: "Esportare la dolce vita" 2014. Be aware, however, of the prudential nature of this study which assumed to maintain the current market share detained in the individual

destination markets, with a growth only driven by the expected growth of the internal markets.

2 This information does not include «micro-companies», whose consolidated value in 2014 was about € 2 billion.

3 Russia, China, Poland, Saudi Arabia, United Arab Emirates, Brazil, Hungary


The Food sector: a comparison between the major markets

Food sector turnover

(Euro billion)

Total number of

companies

(except micro)

Average revenues per

company

(Euro '000)

Export

(% revenues)

N° listed companies (except for food retailer,

restaurant and supermarkets)

161

13.500

11.925

35%

38

114

7.776

14.679

11%

48

169

5.970

23.308

31%

28

90

29.196

3.082

21%

11

132

6.829

19.329

25%

9

• The Italian food sector in 2014 reported revenues of € 132 billion*, proving to be the second manufacturing industry in Italy after the

Engineering industry and showing an higher potential for growth both in terms of internal market and exports.

• Italy represents one of the major markets in Europe, following Germany and France, although it has a lower inclination towards export.

• German companies are characterized by a larger average size in terms of turnover, thanks to a tendency to M&A activity, and a good use of

the stock market.

• Despite the considerable number of companies active in the sector, the Italian capital market shows the lowest number of listed companies,

reflecting the inclination towards family-run businesses.

27

• This information does not include the «micro-companies», whose consolidated value in 2013 was about € 2 billion; the Food sector therefore in 2014 achieved revenues for €134 billion.

Source: Fooddrink Europe – Data&Trends 2013-2014, S&P Capital IQ, FDEA, Aida

Italian Sample: Aida’s data processed by Kaleidos- Italian companies except for micro-companies and null revenues companies in 2014.


Italian Food Industry: recent trend and export

• Although the economic crisis has affected internal consumption

(equal to -0,7% in 2014), the overall turnover of the industry

recorded a growth with a CAGR of 2% over the period 2009-2014.

• A strong growth concerned the export of Italian food products, with a

CAGR of 9% over the same period.

• The European Union remains the major abroad end market (62,2%),

followed by North America (13%).

• Russia experienced a strong decrease mainly related with embargo

and sanctions

• Taiwan, South Korea and Israel registered the strongest increase in

% among the remarkable markets for Italian exports. .

28

Italian Food Industry Turnover

Export of Italian food products Export by country of destination (2014)

€ billion

€ billion

Source: Federalimentare, Confcommercio

22,525,2

27,128,6

3334,3

0

5

10

15

20

25

30

35

40

2009 2010 2011 2012 2013 2014

120

124

127

130132

134

110

115

120

125

130

135

140

2009 2010 2011 2012 2013 2014

EU62%

North America13%

Others25%


Italian Export in the world: a landmark for excellence

• According to a study on the strength of the “brand” of various countries, in some Consumer & Retail sectors, the

"Made in Italy" stands in the Top Three globally in the Food (where it even appears in second place), Fashion and

Luxury sectors.

29

Source: Future brand, "Made In – The value of Country of origin for Future Brands“ (2014)


Italy is the first country in the world for number of certifications DOP,

IGP and STG conferred by the European Union: 269 certified quality

products on November 30, 2014 New format for the traditional products (e.g. pasta) and ability to grasp

new tends (e.g. vegetarianism, veganism) Products perceived as healthy

Counterfeiting and forgery risk of Made in Italy products: 60 billion of lost

revenues and unexpressed potential.

Food export in the world: renown quality and broad room for improvement

• The graph shows the rank of the main competing countries in the first 7 “new markets” for imports from Italy, showing the market shares1 at

current prices in 2013. Italy reveals a positive trend in 6 of the 7 emerging markets.

• Leading the growth will be the improvement in the purchasing power expected in the target markets. Consumption will tend to shift to a more

advanced model, which will require a greater focus in the quality content and production processes, consistent with the Italian food industry.

• The development of food exports is considered to be closely linked to the spreading of Italy’s "brand" awareness, knowledge and reputation.

Imports from the main competing countries in the first 7 new markets, % in 2013

Source: Prometeia-Confindustria study: "Esportare la dolce vita" 2014, Ismea-Qualivita 2014, SACE 2014, Coldiretti-Fieragricola 2014.

1 Meant as the ratio of the Country overall imports to the value of the imports from Italy.

30

↑ = share increased over the period 2009-2013

↓ = share decreased over the period 2009-2013

Germany ↓

Netherlands ↓

Italy ↑

Czech Rep. ↓United Kingdom ↑

Poland

USA ↓

Netherlands ↓

Turkey ↑

France ↑

Denmark ↑

Italy ↑

Saudi Arabia

Germany ↓

China ↑

Latvia ↑

Lithuania ↑

Poland ↓

Italy ↑

0,0%

10,0%

20,0%

30,0%

40,0%

50,0%

60,0%

70,0%

80,0%

Russia

France ↑

USA ↓

Hong Kong ↓

Korea ↓

New Zeland ↑Italy ↑

China

United Kingdom ↓

USA ↑

France ↑

Netherlands ↓

Italy ↑

Emirates

Argentina ↓

Portugal ↑

China ↑

Chile ↑

USA ↑

Italy ↓

Brazil

Germany ↓

Poland ↓

Slovakia ↑

Italy ↑

Czech Rep. ↑

Unghary


0,0

5,0

10,0

15,0

20,0

10,0 15,0 20,0 25,0 30,0 35,0 40,0 45,0 50,0 55,0 60,0

Europa Orientale Nord Africa e Medio Oriente Asia America Latina Africa Subsahariana

Developing markets: a potential for additional growth

• Imports of Food products have grown significantly in many target countries over the period 2009-2013 (e.g. China +32%, India +29%) but the

market shares of Italian products are still modest (lower than 10% in almost all the main markets extra-EU).

• The developing countries in the latest years have shown a high predilection to importing food products from developed countries, consistent

with the national economy growth.

• In this countries Italy could have a significant role regarding exports. The projections shown in the underlying graphic suggest a growth in the

exports value, estimating conservatively not to increase the market share in the respective countries.

31

= €20m exports

(at 2013 prices)

Source: Prometeia-Confindustria study: "Esportare la dolce vita" 2014

Imp

ort

s fr

om

Ital

y o

n t

ota

l im

po

rts,

% p

ote

nti

al i

n 2

014

Potential imports 2014-2020, cumulative growth %

Russia

Hungary

Poland

Turkey

Kazakhstan

Tunisia

Algeria

Egypt

Morocco

United Arab

Emirates Saudi

Arabia

Thailand

China

Philippine

Pakistan

Indonesia

Malaysia

India

Vietnam

Brazil Argentina

Mexico

Chile

Colombia

Peru

South Africa

Angola Ghana

Nigeria

Kenya

Estimated evolution of imports from Italy, 2014-2020

Eastern Europe North Africa and Middle East Asia South America Sub-Saharan Africa


The Italian Food sector: a comparison between the main categories

32

• The Italian Food sector is composed by n. 6.829 companies which, based on the business activity, are allocated in 11 main categories. In the

table below they have been reclassified according to revenues in 2013 (in descending order).1

• The top three categories by size (“Food Products”, “Meat”

and “Milk and Dairy Products”) constitute more than 51%

of the revenues of the food sector.

• Various categories turn out to have a divergent level of

concentration (consisting of the number of active

enterprises), where the “Animal Products" is the most

concentrated and the "Food Products" the most

fragmented.

• “Oils and Fats” and “Cereals” appear to be composed of a

limited number of companies with an average size

significantly greater than the sector’s standard.

• Some categories are strongly influenced by the presence

of large entities. This is the case of the “Meat” segment

(AIA) and the “Cocoa, Coffee, Spices, Seasonings“ one

(which includes Ferrero, Illy, Lavazza, etc.), which would

have, excluding these outliers, an average turnover of

approximately € 16 million.

• Other segments (e.g. “Fish”) include on average much

smaller firms.

1 The analysis was carried out on uniform groups of companies according to their business activity code (ATECO), a method used by ISTAT to analyse the different industries.

Source: Analysis based on Aida (Bureau van Dijk) data; Italian companies except for micro-companies (revenues lower than € 2m) and null revenues companies in 2013.

Category

Category Turnover

(€ million)

N° companies

(except micro)

Average revenues

per company

(Euro '000)

Food Products 28.766 1.690 17.021

Meat 22.969 1.262 18.201

Milk and Dairy Products 15.266 661 23.095

Baked Goods 13.155 696 18.901

Beverage 12.156 658 18.474

Cocoa, Coffee, Spices,

Seasonings 10.496 423 24.814

Oils & Fats

(Animal and Vegetable) 7.346 250 29.386

Fruits, Vegetables and

Potatoes 6.608 424 15.585

Cereals 6.464 253 25.548

Animal Products 3.869 209 18.513

Fish 3.642 303 12.020

Industry values 130.738 6.829 20.142


Food Products

33

Source: ISMEA (2013 data), analysis based on Aida data.

• The Food Products segment, given the reclassification by type

of economic activity (ATECO) used, is by far the more

heterogeneous.

• This segment includes both large highly diversified

corporations (where the attribution to a specific segment is

particularly difficult – consider, for example, Unilever Italia,

Nestlé Italia and Mondelez) and companies active in the

production of ready meals and dishes, homogenized food,

dietetic products and other food products not included in other

categories.

• These specific companies are characterized by a market

niche positioning, thus they have a rather limited turnover

(only 3 companies exceed € 50 million revenues). On the

other hand the average margins (11,6%) are higher than the

profitability of the food industry as a whole.

• The category comprehends also the distribution companies

specialized in food products (e.g., I.S.A., Unicomm,

EcorNaturaSì).

Renown brands in the segment

Market Share % by revenues classes and number of companies

Products Example

39,0%

21,3%

12,3%

27,4%> € 200 mil. (23)

€ 50> € 200 mil. (71)

€20> € 50 mil. (122)

< € 20 mil. (1474)


Meat

34

Source: Analysis based on Aida data; Federalimentare (2014), ISMEA (2013 data)

• The Meat segment includes all companies in the production

chain: from butchery to sale of finished products, both fresh

and frozen meats and processed products (e.g. cold cuts).

• The category appears to be little concentrated, as shown by

the reduced average size of firms; the 5 largest producers

occupy together 22% of the market, with the market leader

AIA reaching 11%.

• The 2013 total turnover amounted to € 22,9 billion,

approximately 16,5% of the Italian food industry as a whole,

thus qualifying as the second largest sector, with average

revenue per company at about € 18 million, slightly below the

industry average power of about € 20 million.

• According to a report by Federalimentare, exports of Ham,

Cold Cuts and Processed Meats in 2013 amounted to 4,2% of

exports of the food sector and for a value of approximately €

1,387 million with an increase of +5,9% on 2012.

• An interesting fact concerns a distribution trend observed in

recent years: the butcher, placed first in 2000, gradually lose

ground in favor of hypermarkets and supermarkets. To date,

supermarkets account for 38,9% of the market, butchers

37,9% and 11,3% the hypermarkets.

31,9%

25,2%16,4%

26,5%> € 200 mil. (14)

€ 50> € 200 mil. (68)

€20> € 50 mil. (121)

< € 20 mil. (1059)


Products Example



Milk and Dairy Products

35

• This segment includes the entire dairy industry chain: milk

processing and preservation, dairy production and ice cream

production.

• The segment generated over € 15,3 billion revenues in 2013,

with an average EBITDA of 5,29%; there are 661 operating

companies, a fifth of them (n. 122) exceed € 20 million

revenues. Average revenues per company amounted to about

€ 23 million, a fairly high level compared to the industry

average (equivalent to approximately € 20 million).

• Evidence of a high level of concentration is that the first four

operators in terms of revenues account for 24% of the

market.

• About € 3,5 billion derived from the milk segment only that

presents a even more accentuated concentration: the first two

operators (Lactalis Group and Granarolo) represent more

than 50% of the segment.

• The ice cream segment is characterized by the presence of

large multinational groups (e.g. Algida in the hands of the

Unilever Group) and the lack of mid-sized companies: only 4

Italian companies exceed € 20 million of turnover.

• Milk and Cheese exports in 2013 were of approximately € 2,4

billion about 7,2% of the food sector exports, with a growth of

+6,8% on 2012.

41,5%

24,0%

13,2%

21,3% > € 200 mil. (13)

€ 50> € 200 mil. (42)

€20> € 50 mil. (67)

< € 20 mil. (539)

Source: Analysis based on Aida data and Federalimentare (2014)



Products Example


Baked Goods (including pasta)

36

• The segment includes the production of bakery products,

fresh and preserved pastry products, biscuits, cookies, pasta,

couscous and similar farinaceous products.

• The distinct differences between the products of this sector

are confirmed in the divergence of marginality and average

turnover between the different segments. The table below

shows a breakdown by product.

• The total turnover of the sector is approximately € 13 billion,

with an average EBITDA margin of 8.2%, well above the

industry average (about 6%).

• According to a report by Federalimentare, Sweets exports for

2013 were around € 3.2 billion, equal to about 10% of exports

of the food sector, positioning itself as the second most

exported product after Wine, with a growth of 1% on 2012.

While the Pasta exports increased by +3,6% to € 2,2 billion.

38,6%

19,7%

17,0%

24,7%> € 200 mil. (10)

€ 50> € 200 mil. (30)

€20> € 50 mil. (69)

< € 20 mil. (587)

Source: Analysis based on Aida data and Federalimentare (2014).

* For the categorisation was used the reclassification by type of economic activity (ATECO 2007).



Products Example

Segment * Revenues ('000) %N° companies

Average

Revenues

('000)

Average

EBITDA %

Biscuits, Cookies and Preserved Pastries 2.580.689 19,6% 121 21.328 8,19%

Bread 108.352 0,8% 11 9.850 6,23%

Pasta and farinaceous products 5.260.645 40,0% 180 29.226 10,36%

Fresh Pastries 192.744 1,5% 28 6.884 11,43%

Baked Products 1.934.210 14,7% 70 27.632 7,67%

Fresh Bakery Products 892.821 6,8% 147 6.074 9,20%

Baked Goods Trade 2.185.982 16,6% 139 15.726 2,95%

Total 13.155.444 100,0% 696 18.901 8,21%


29,1%

31,2%

17,4%

22,3% > € 200 mil. (7)

€ 50> € 200 mil. (41)

€ 20> € 50 mil. (65)

< € 20 mil. (544)

Beverage

37

• The Beverage sector includes distillation, rectification and

blending of spirits, wines, cider, malt, beer, soft drinks, mineral

waters and other bottled waters.

• In 2013 it realized € 12,15 billion of revenues, with average

revenues per company of approximately € 18,4 million and an

EBITDA margin of 10,56%, a much higher level of profitability

than the industry average (6%). The contribution of exports is

very high.

• Wine exports for 2013 amounted to € 5,4 billion (44% of the

entire Beverage segment’s value) and equal to around 16,5%

of exports of the entire food industry, with a growth of +7,3%

on 2012.

• Spirits and Liqueurs segment had exports worth about € 728

million, an increase of 10,6% compared to 2012.

• The exports of Mineral and Sparkling Waters in 2013 reached

€ 632 million, with a growth of +12,1% over the previous year.

• Finally, the beer segment had a decline of exports of -0.8%,

reaching € 132,6 million.

Source: Analysis based on Aida data; Federalimentare - ISMEA study (2013 data)



Products Example


52,5%

19,8%

8,6%

19,2% > € 200 mil. (7)

€ 50> € 200 mil. (25)

€20> € 50 mil. (31)

< € 20 mil. (360)

• In this segment are included the production of sugar, cocoa

powder, chocolate, candies, confectioneries, tea, coffee,

seasonings and spices.

• The segment shows the highest marginality of about 10,79%

on a total turnover of € 10,5 billion. The first two operators

(Ferrero and Lavazza) realize revenues accounting for about

36% of the sector’s, causing a very high concentration.

• As demonstration, 52.5% of sales comes out from groups (n.

7) with revenues over € 200 million. Whereas Ferrero and

Lavazza are leaders in their specific markets (Cocoa Products

and Coffee), Perfect Van Melle dominates the candies and

chewing gum market. This predominance threatens the

growth of mid-sized companies which, because of lower

market power and inability to differentiate themselves, tends

to lose market shares (e.g. Pernigotti and Caffarel).

• According to a report by Federalimentare, Coffee exports for

2013 amounted to about € 1 billion (approximately 3,2% of

the whole food industry’s exports), with an increase of 5% on

2012. Sugar instead saw exports worth about € 206 million,

an increase of 28.6% on 2012.

Cocoa, Coffee, Spices and Seasonings

38




Products Example


Italian Oil Exports by Destination

Oils and Fats (animal and vegetable)

39

• The Oils and Fats segment comprises the production of crude

and refined oils and fats of vegetable or animal origin.

• The sector's turnover reached € 7,3 billion in 2013, with 250

active companies and with average revenues of about € 29,3

million, therefore is characterized by having the on average

larger companies.

• The concentration is particularly high, the first 5 companies by

size of revenues account for more than 30% of the revenues

of the sector, while the top 10 reach over 48%.

• Exports of the Oils and Fats sector* for 2013 amounted to

approximately € 1,9 billion (corresponding to 5,7% of total

Food exports), with an increase of +7,7% on 2012. According

to ISMEA reworking on ISTAT data, 68% of exports are

constituted by olive oil, mainly «virgin» and «extra virgin».

48,4%

27,3%

11,9%

12,5%> € 200 mil. (10)

€ 50> € 200 mil. (20)

€20> € 50 mil. (25)

< € 20 mil. (195)

Source: Analysis based on Aida data, Federalimentare (2014); ISMEA and ISTAT



Products Example

29,8%

12,7%

7,3%6,4%5,3%

3,3%2,9%

2,1%

30,2%

USA

Germany

Japan

France

Canada

Spain

Switzerland

China

Others


Fruits, Vegetables e Potatoes

40

• The segment includes companies operating in processing

and preserving potatoes, processing and preserving fruits and

vegetables and in juices production.

• The turnover of 2013 amounted to approximately € 6,6 billion,

generated by 424 companies, with average revenues of

€ 15,5 million and an average 5,6% profitability (EBITDA

margin).

• According to a report by Federalimentare, exports for the

Processed Vegetables segment for 2013 were around € 2

billion, approximately 6% of the whole food industry’s exports,

with a growth of +6,8% on 2012. According to these data, the

impact of exports on vegetable canned food would be greater

than 60%, 70% of which destined to the European market.

• Concerning the Processed Fruits instead, the exports in 2013

amounted to over € 1 billion (half of Processed Vegetables),

with a decrease of -5,5% in 2012.

5,0%

39,4%

24,4%

31,3%

> € 200 mil. (1)

€ 50> € 200 mil. (28)

€20> € 50 mil. (56)

< € 20 mil. (339)




Products Example


Cereals

41

• This segment includes companies that are involved in the

processing of Cereals (wheat, rye, oats, corn or other grains),

rice processing, production of starches and starch products.

• Sales in 2013 amounted to about € 6,4 billion, generated by

253 companies, with an average turnover of about € 25

million each.

• Rice exports for 2013 amounted to about € 503 million,

equivalent to 1,5% of total food sector export, with a growth of

+0,7% on 2012.

• Flour exports fell by -3,3% (compared to 2012) to about € 250

million.

• Although the sector is clearly exposed to some degree of

volatility of raw materials’ prices, the average profitability of

the sector is 5,13%, essentially in line with that of the food

industry as a whole (which is equal to 6%).

35,0%

22,6%

25,2%

17,3% > € 200 mil. (6)

€ 50> € 200 mil. (16)

€20> € 50 mil. (52)

< € 20 mil. (179)

Source: Analysis based on Aida data; Federalimentare (2014); ISMEA: “Il recente mercato dei cereali “(2014).



Products Example


6,9%

35,1%

29,8%

28,1%> € 200 mil. (1)

€ 50> € 200 mil. (14)

€20> € 50 mil. (34)

< € 20 mil. (160)

Animal Products

42

• This segment includes products for farm animals and pets

nutrition.

• The segment in 2013 had a turnover of € 3,9 billion with an

average EBITDA margin of 5,29%.

• According to a report by Federalimentare, exports of Animal

Feed for the 2013 amounted to about € 517,4 million, about

1,5% of total exports of the food sector, with a growth of

21,5% on 2012.

• The Animal Feed sector, especially for pets, and in general

that of animal care, is one of the few in Italy that has not

suffered from the crisis and continued to grow at a rate of

about 2% a year.

• Within the industry there is considerable disparity between the

segment intended for farm animals, that has an average

margin of 4,6%, and the pet segment, with an average margin

of 9,5%.

Source:Analysis based on Aida data and Federalimentare (2014).



Products Example


5,9%

23,0%

31,6%

39,5%

> € 200 mil. (1)

€ 50> € 200 mil. (9)

€20> € 50 mil. (39)

< € 20 mil. (254)

• The Fish industry includes all companies active in the

processing and preserving of fish, crustaceans and mollusks

(fresh and frozen).

• Sales in 2013 were equal to € 3,6 billion, provided by 303

companies (excluding micro firm) with an average turnover of

€ 18,2 million.

• In Italy the consumption of Fish Products concerns mainly the

South (40% share of the total in 2012); the most used

distribution channel was the large-scale distribution and retail

with an incidence of over 40%.

• In 2012 exports amounted to about € 500 million (against an

import of € 4,2 billion); about a third of the exports value of

processed fish products (€ 318 million) consists of Prepared

and Canned Tuna.

• About 75% of the exports is destined to EU countries,

primarily Spain (20%) and Germany (12%). According to

Eurostat (data processed by ISMEA) in 2012 Italy was placed

13th in the EU 27 as an exporter of fish, mollusks and

crustaceans.

Fish

43



Products Example

Source: Analysis based on Aida data; Federalimentare (2014); ISMEA: “Check Up Settore Ittico” 2013


M&A market in the Food industry in Italy

• The chart describes a summary of the main M&A transactions occurred in the Food industry in the recent four years.

• The operations in the sector, mainly lead by the Private Equity funds, followed two different “waves”:

– Initially in 2011/2012 (e.g. Consilium - Nutkao, PM&Partners - Monviso and Clessidra - Balconi);

– Recently, starting from the end of 2013 (e.g. Clessidra/Balconi - Baroni and HAT/McCormick - Drogheria&Alimentari).

• Alongside the classical Buy-Out operations, there are today some Expansion Capital operations, also with a minority investment (e.g. Fondo di

Investimento Italiano - Rigoni di Asiago).

• Transactions in the last twelve months show a tendency to be concerning greater size companies than the past, with a growing average profitability.

• The higher transaction concentration can be located in the Pasta&Bread and in the Chocolate&Other pastries segments.

0,0%

5,0%

10,0%

15,0%

20,0%

25,0%

30,0%

gen-10 mag-11 set-12 feb-14 giu-15

Pasta & Bread Chocolates and other pastries

Coffe, Tea & other Spices Ready-to-eat meals, snacks and other food products

Others

44

= €30m (Revenues)

EB

ITD

A m

arg

in (

Lat

est

avai

lab

le)

Source: Aida, S&P Capital IQ

M&A Transactions, Italian Food Industry

Bakery

Forno

d'Asolo

LAG

Essedue

Alimentare

Pamfood

Gelit Nutkao

Balconi

Balconi

Monviso

Dolciaria

Val d'Enza

FIDA

Caffita

System

Drogheria &

Alimentari

Drogheria &

Alimentari

Rigoni

di Asiago

Surgital

MEC3

Optima

Nuova

Castelli

May-11 Jan-10 Sep-12 Feb-14 Jun-15


Overview of the Food Industry by segment

• Narrowing down the companies’ sample only to those with a turnover exceeding € 20 million and an EBITDA margin higher than € 5 million, it

remained a sample of n. 247 companies.

• From the analysis of the balance sheets of this set of companies belonging to the Food Industry, it appears that some segments are highly

concentrated, whereas in others (e.g. the “Beverage” one) SMEs still play a key role, with growth rates higher than multinational corporations

and higher average company profitability.

Note: Selected sample of Italian companies with a turnover exceeding €20m and an EBITDA higher than €5m.

1 Latest available year

2 This segment comprehends the production of ready meals and dishes, homogenized food, dietetic products and other food products not included in the other categories. Besides it includes

the large highly diversified corporations therefore hardly classifiable in a specific segment (e.g. Nestlè, Unilever..)

45

2

Category

N.

Companies

Revenues1

(€ m) <5

0

50

-20

0

>2

00

<5

0

50

-20

0

>2

00

<5

0

50

-20

0

>2

00

<5

0

50

-20

0

>2

00

<5

0

50

-20

0

>2

00

Beverage 39 5.924,4 7,40% 8 25 6 5% 45% 51% 36 106 499 4% 11% -3% 22% 12% 12%

Cocoa, Coffee, Spices

and Seasonings 22 6.511,3 10,69% 3 13 6 2% 19% 79% 35 97 858 5% 16% 1% 17% 12% 13%

Meat 22 7.412,1 4,04% 2 11 9 1% 16% 84% 29 105 688 16% 1% 5% 28% 8% 5%

Cereals 12 2.773,4 13,80% 2 5 5 3% 24% 73% 35 136 405 10% 1% 28% 21% 8% 5%

Fruits, Vegetables and

Tomatoes 18 1.752,0 7,88% 2 16 - 4% 96% 0% 38 105 - 1% 9% nd 20% 8% nd

Milk and Dairy Products 29 7.095,2 2,37% 4 13 12 2% 21% 77% 37 113 456 4% 4% 0% 15% 11% 6%

Oils & Fats (Animal and

Vegetable) 15 3.063,4 10,05% 1 8 6 1% 35% 64% 44 134 325 15% 12% 6% 18% 8% 6%

Fish 2 196,2 -0,34% 1 1 - 14% 86% 0% 27 169 - 7% -8% nd 21% 6% nd

Food Products 41 12.426,5 6,95% 2 20 19 1% 16% 83% 44 100 544 10% 11% 2% 25% 16% 6%

Baked Goods 39 7.154,2 11,42% 12 18 9 6% 24% 70% 35 95 559 26% 6% 4% 19% 11% 8%

Animal Products 8 1.084,3 7,51% nd 7 1 0% 75% 25% - 117 268 nd 9% 0% nd 8% 7%

Total Amount 247 55.393,0 7,80% 37 137 73 2% 71% 26% 36 107 540 13% 9% 4% 20% 11% 7%

Average

revenues CAGR

(2011-2013)

Turnover class (€ m)

N. Companies Market Share (%) Average Turnover (€m) Revenues CAGR (11-13) Ebitda % (Average)


Overview of the Food Industry1: Growth/Profitability

• The categories that recently showed an higher revenue growth in the latest three years (period 2011-2013) sustaining an elevated EBITDA

margin are mainly the “Cocoa, Coffee, Spices & Seasonings” segment (containing also Ferrero, Lavazza and Perfetti) and the “Baked Goods”

segment.

• Although the “Cereals” category has a lower EBITDA margin (equal to 9%), it appears to have the most significant growth in terms of

revenues (CAGR of about 14%); the “Fish” segment instead, qualified by a good profitability (almost 14% margin) showed a slight decrease in

the three-year period (-0,34%).

46

4,0%

6,0%

8,0%

10,0%

12,0%

14,0%

16,0%

18,0%

-2,0% 0,0% 2,0% 4,0% 6,0% 8,0% 10,0% 12,0% 14,0% 16,0%

Average CAGR of the companies (2011-2013)

Ave

rag

e E

BIT

DA

of

the

com

pan

ies

Fish

Milk and

Dairy

Products Meat

Food

Products

Beverage

Fruits, Vegetables

and Potatoes

Animal

Products Oils and Fats (animal and vegetable)

Cocoa, Coffee, Spices and

Seasonings

Baked

Goods

Cereals

= € 100m

(Turnover)

Growth and Profitability

1 Selected sample of Italian companies with a turnover exceeding €20m and an EBITDA higher than €5m.

THE SPAC FOR THE ITALIAN FOOD I

Documents

Transcript of THE SPAC FOR THE ITALIAN FOOD I