ArkiosWhere Finance meets Corporate Strategy

Arkios Italy S.p.A.

Milan, London, Beijing, Dubai, Stockholm, Lugano,

Berlin, Madrid, Mumbai, Houston, Tel Aviv, Singapore, Melbourne

Alongside the Entrepreneur

Arkios Italy S.p.A.is an M&A Independent Advisor

boutique specialised in providing M&A advisory services, strategy

consultancy and raising capital to middle-sized companies

with 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

Arkios Italy

Table of Contents

5. Why an Advisor – His Role

2. Track Record

3. About Us

1. Arkios Italy

4. Management Team

1. Arkios Italy

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,

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

services regarding M&A Advisory, Strategy Consultancy, Raising Capital, IPO, Minibond issue, to Medium-

sized companies.

Arkios Italy works as an Advisor both on the “Buy-side” and the “Sell-side” (hence, Arkios supports both

sellers and acquirers) and in IPO operations by supporting companies who are going to list.

Arkios Italy acts as ‘preferred’ and 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 maximize the value of each deal.

Our Partners has a consolidated know-how in M&A deals, Corporate Finance, raising of equity capital,

extraordinary financial operations and strategic consultancy, in addition to administration and legal assistance.

Arkios Italy is part of the Network which includes 13 branches and partners in: Italy, UK, Switzerland,

Sweden, China, UAE, Germany, Spain, United States, India, Israel, Singapore and Australia.

Arkios Italy works in collaboration with Professors of Milan Polytechnic University, and MIP (Milan Polytechnic

School of Management).

Arkios Italy

1. Arkios ItalyOur Offices

Milan

HoustonBeijing

London

Lugano

Tel Aviv

Berlin

Stockholm

Melbourne

Singapore

Dubai

Madrid

Mumbai

Arkios has a consolidated international presence, with a network of offices in 13 countries, in Europe, Asia and America.

• Milan

• London

• Dubai

• Stockholm

• Beijing

• Lugano

• Berlin

• Madrid

• Mumbai

• Houston

• Tel Aviv

• Singapore

• Melbourne

Arkios Italy

Arkios Italy, with 13 Deals successfully closed in the 1H 2017, according to the prestigious Thomson-Reuters Report, confirms as:

3°Advisor on the Italian market

1°Independent Advisor on the Italian market

in the Small/Medium-Cap M&A, for the number of closed deals.

Arkios Italy is competing with prestigious names like Rothschild, Unicredit, Mediobanca and Banca IMI, by positioning as the 1° one among Independent Advisors.

It comes first International brands like Lazard, Goldman Sachs, Merrill Lynch, UBS, Deutsche Bank and Italian ones like Vitale & Associati, Ethica, K Finance and many more.

Besides, in November 2015 Arkios Italy is rewarded as M&A Team of the Year at the Financecommunity Awards

1. Arkios Italy: the first Italian Independent*

Advisor, according to the prestigious ranking of Thomson-Reuters

* Independent Advisor: Advisor is not a part of a Bank Group and/or Auditing Group

Arkios Italy

• Full assistance & Structuring of M&A deals (sell-side and buy-side)

o research and selection of Financial Investors (Private Equity Funds, Investment Holding) and Industrial Investors (Industrial playerswith synergies, Multinationals, etc.)

o Development – together with Customers- of an effective and real strategy of M&A. Definition of how to maximize the enterprise

value and how to structure of the operation, focusing on an adequate M&A strategy.

o Creation and prearrangement of all the information which are necessary to support the deal

o Identification of the Investment Rationales and strengths & weaknesses of the operation

o Economic, Financial, Strategic analysis, with market positioning analysis and a sound business plan preparation

o Constant support during the whole negotiation process by coordinating with the external due diligence. Legal, Fiscal, Administrative

consultants are coordinating among them.

• Support to listing on the Stock Exchange through IPOo Preparation of Listing Prospect, definition of Business Plan and Equity Story construction

o coordination of all involved people (NomAd, legal/accounting and fiscal advisors, Global Coordinator) until IPO

• Structuring of a Minibond issue: Preparation and draft of the Prospect, Valuation, Rating Attribution, Selection and

Choice of Collaborators/Underwriters, Allocation (Specialized funds and/or Banks), with the support of an integrated team of Legal

Advisors /Rating Provider

• Debt Restructuring & Renegotiation: Management of Financial Distress situations, structuring of a business plan and

the related Financial operation, Integration of a M&A strategy, search of an Investor, in parallel with the process management

Arkios Italy pays a

great attention to

the industrial

value and the

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.

1. Arkios ItalyM&A: focus on the ‘Industrial value of the Customer – M&A, IPO and Debt Restructuring

Arkios Italy

Finanza & Diritto – Interview to Cirani Sole24Ore – Arkios Advisor ILSA-Biolchim

Bimbo Store – Giochi Preziosi - Artsana Corriere – TMC – Dandong Xintai

Premiazione Financecommunity Awards

Warren Buffet’s – ZephirPE Labellers – Pro Mach Group Inc.

1. What Newspapers and Media say about us

Arkios, an Independent among the Big ones of M&A

2. Track Record

Arkios Italy

2. Track Record Arkios Italy – M&A More than 40 M&A deals from 2009 to date… with International and Italian Investors

Arkios Italy

2. Track Record Arkios Italy

Biolchim SpA acquired 60% ofILSA SpA, leader in development and production of special Fertilizers and

Biostimulants for the ‘Crop Protection’

Arkios Advisor of ILSA S.p.A.

The Private Equity Europe Capital Partners VI acquired 100% of Industria Alimentare Ferraro, producer of Egg Pasta for Food

Multinationals and Private Label

Arkios Advisor of Industria Ferraro

Marmon Holding Inc., a Warren Buffet’s Berkshire Hathaway Company acquired

100% of Zephir SpA

Produttore Italiano di Locotractors

Arkios Advisor of Marmon Inc.

The American Group Pro Mach, Inc. acquired 100% of P.E. Labellers Group, the Italian leader in production of rotative and

linear labelling machines

Arkios Advisor of P.E. Labellers

Arkios Italy

2. Track Record Arkios Italy

CABI acquired 100% of Taglio Robot Srl, a company specialized in design and production of Machinery of Robot

Automation

Arkios Advisor of Taglio Robot Srl

Buffetti SpA acquired 100% ofPA Digitale SpA, leader in the digitalization

of process and documents for the Public Administration

Arkios Advisor of PA Digitale S.p.A.

FOM Industrie SpA (Aluminum and PVC working machinery) acquired 40% of Graf Synergy SpA, producer of machines fo PVC

frames

Arkios Advisor of Graf Synergy S.p.A.

Dandong Xintai Electric Listed in China (300372.SZ) Acquired

Assets of TMC Italia SpA Italian Cast Resin Transformer manufacturer

Arkios Advisor of TMC Italia S.p.A.

Arkios Italy

2. Track Record Arkios Italy

Capardoni 1947 acquired the absolute majority of Eurasia 2020 Spa, production and distribution company of accessories for auto and kids with Walt Disney brand

and others

Arkios Advisor of Eurasia 2020 S.p.A.

21 Investimenti Fund acquired the majority stake of Poligof SpA (Sales 100

Mio), European Leader in PVC backsheet film per for diapers/feminine hygiene

Arkios Advisor of Poligof S.p.A.

Greenled Industry SpA - Italeaf Group (NASDAQ-NDAQ: ITAL SDB), Gruppo Terni Energia acquired strategic assets of IBT

Lighting

Arkios Advisor of Greenled S.p.A.

The Group Giochi Preziosi acquired from Quadrivio SGR the 100%-stake of Bimbo

Store SpA, Retail Chain specialized in Early Childhood

Arkios Advisor of Bimbo Store S.p.A.

Arkios Italy

2. Track Record Arkios Italy

The Group Giochi Preziosi acquired from Quadrivio SGR the 100%-stake of Bimbo

Store SpA, Retail Chain specialized in Early Childhood

Arkios Advisor of Bimbo Store S.p.A.

Sinergie, communication company B2B and B2C, and 101%, agency of digital production, created ISNT, a joint-venture active in web-

marketing

Arkios Advisor of Sinergie

Taraka TTP acquired Assets and the Brand of Parfumes et Sillages Sarl operating in the

sector of Luxury Perfumes

Arkios Advisor of Parfumes et Sillages

CR Holding, controlled by LBO Italia, acquired GF SpA, leader in the control

process automation in the Pharmaceutical sector

Arkios Advisor of GF S.p.A.

Arkios Italy

2. Track Record Arkios Italy

A Group of Private Investors underwrote a capital increase in Eurasia

SpA leader in the distribution of accessories for automobiles/kids

Arkios Advisor of Investitors

Consorzio Alte Groane acquired the 100%-stake of Accisa S.p.A., company operating in

the construction sector

Arkios Advisor of Accisa S.p.A.

CEVICO Group acquired the 49%-stake in Medici Ermete, Winery leader in the

production of top-quality Lambrusco Wine

Arkios Advisor of Medici Ermete

The Chinese Multinational Target Lighting acquires Fama srl, producer of

components for furniture

Arkios Advisor of Target Lighting

Arkios Italy

2. Track Record Arkios Italy

ASO Siderurgica acquired 100% di Cromsteel Industries, leader player of

Chrome Bars for hydraulic industry

Arkios Business Advisor of ASO

LBO Italia signed a Capital Increase in Doctor Dentist, a Retail Chain of Dental

Clinical Centers

Arkios as Advisor of Doctor Dentist

SM Farmaceutici sold 100% of the Trieste Business Unit to Ukrainian investors, related to Yuria Pharm

Pharmaceutical Group

Arkios Advisor of SM Farmeceutici

Greenfluff – treatment, conditioning, recovery and disposal of fluff

Arkios as Advisor for Debt Restructuring

Arkios Italy

Everlight - Multinational in the Lighting sector - acquired 100% of Ghidini

Lighting, in the outdoor lighting sector

Arkios Advisor of Everlight

2. Track Record Arkios Italy

Everlight - Multinational in the Lighting sector - acquired 100% of Lucitalia,

historic Decorative lighting company

Arkios Advisor of Everlight

Eurasia – leader in the distribution of accessories for auto/kids

In procedure of Debt Restructuring

Arkios as Advisor for Debt Restructuring

Wipak Group, Division of the Wihuri OyGroup acquired 100% of Bordi Carlo,

player in the Pre-Formed Flexible Packaging

Arkios Advisor of Bordi Carlo

Arkios Italy

Palladio Finanziaria has underwritten a Capital increase in the Group, player in

the Management of Penny Arcades

Arkios as Advisor of Real Games

2. Track Record Arkios Italy

Quadrivio underwrote a Capital increase for the development in Bimbo Store, a

Retail Chain specialized in Early Childhood

Arkios as Advisor of BimboStore

JV between CAP Divisione ServiziInfrastrutturali and VAR Group

through cross participation of 5%

Arkios as Advisor of CAP

100% sale of Animal – ID, a business branch of Demaplast, to the Swiss

multinational Datamars S.A.

Arkios Advisor of Demaplast S.r.l

Arkios Italy

Capital Increase for the development by a group of investors in Boatyard Blu

Martin

Arkios as Advisor for the parties

2. Track Record Arkios Italy

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

Arkios as Advisor of Grattarola S.p.A

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

Financing to the start-up of Prisma Energy

Arkios Advisor of Evolution Investments

Arkios Italy

Seller Buyer Deal

IPO,Value = € 1 Bln. Business Due

Diligence. Partner: Mediobanca

and Lazard

Acquisition of 100% of Domino

Research

Acquisition 100% DWI

Rise of capital:

Financial Advisor and Sponsor

Rise of capital:

Financial Advisor and Sponsor

Rise of capital:

Financial Advisor and Sponsor

Seller Buyer Deal

IPO: Financial advisor and

Sponsor

IPO: Financial advisor and

Sponsor

IPO: Financial advisor

IPO: Global Coordinator and

Sponsor

Seller Buyer Deal

Rise of capital:

Financial Advisor and Sponsor

Rise of capital:

Financial Advisor and Sponsor

Acquisition 100% of PharmaSoft

Acquisition 100% of Finanza &

Gestione

IPO: Global Coordinator and

Listing Partner

Seller Buyer Deal

Seat PG. Acquires 100% of

Consodata through OPA

Value of Deal = € 450 Mln

Auction sale for buying 100%.

Equity capital worth € 130 Mln

Hal Investments -> Audionova

Group

Value of Deal = € 18 Mln

Invest Industrial acquires 80% of

Castaldi Illuminazione. Value of

Deal = € 18 Mln

Consodata acquires 100%

Pubblibaby SpA from shareholders

Auction sale for 100% of Buffetti

Group. Offer = € 73

Mln

2. Track RecordManagement Team Arkios Italy

Seller Buyer DealSeller Buyer Deal

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 characterized forour particular attentionto the industrial value of(financial) operations, astrong humanrelationships and thedeep understanding ofthe strategic goals ofthe firm and Customers’needs.

3. About us

Arkios Italy

3. About us…Financialcommunity Awards 2015: Arkios Italy Team M&A of the Year

Arkios Italy rewarded as the emergent M&A Team of the

year

at the Financecommunity Awards 2015

Arkios Italy is rewarded as the emergent M&A Team of the

Year at the Financialcommunity awards 2015, in an event

with the participation of more than 600 people in the splendid

scenario in the Museo Diocesano in Milan.

The great participation and the success of such an event are a

tangible signal that the Financialcommunity Awards, created to

reward the excellences in the financial sector, are an Award

aspired by everybody.

Participation at the Financecommunity Awards 2015

Arkios Italy

3. About us

BeBeez – PE Labellers-Pro Mach Group Inc. Milano Finanza – Cirani, important mandates

Sole24ore – Warren Buffet/ArkiosSole24Ore – ILSA-Biolchim Financecommunity – Ferraro

Sole24Ore – ILSA-Biolchim

Polimerica – PE Labellers-Pro Mach

Arkios Italy

Finanza & Diritto – Cirani’s interview Borsa Italiana – Arkios Advisor ASO

Graf Synergy –FOM Industrie Bimbo Store – Giochi Preziosi - Artsana Corriere – TMC – Dandong Xintai

Premiazione Financecommunity Awards

Financecommunity: Warren Buffet’s – Zephir

3. About us…

Arkios, an Independent among the Big ones of M&A

Arkios Italy

3. About us…

Sole24ore - Bimbo Store - Preziosi Bimbo Store -Preziosi

Corriere Sera - Bimbo Store

Milano Finanza - Poligof Corriere Sera - Bimbo Store Corriere Sera - Bimbo Store

Sole24ore - Bimbo Store - PreziosiCorriere Sera – Poligof /21 Investimenti Financecommunity – Poligof /21 Invest. La Tribuna di Treviso – Poligof

Arkios Italy

Borsa Italiana - ASO

FinanceCommunity – GF SpA - LBO Borsa Italiana – ASO Sole24Ore – ASOFinanza & Diritto – Video interview to Paolo Cirani

Giornale di Brescia - ASO Il Piccolo – SM FarmaceuticiReggionline – Medici Ermete Gazzetta di Reggio – Medici Ermete

3. About us…

Arkios Italy

3. About us…

Sole24ore - Bimbo Store MF - Bimbo Store

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

Sole24OreFinanza & Diritto - Bimbo Store Comunicato Stampa – Doctor Dentist

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…

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…

4. Management Team

Arkios Italy

4. Management Team

IL TEAM ARKIOS ITALY

• Paolo Cirani – CEO

• Paolo Pescetto – President

• Alberto Della Ricca – Managing Partner

• Andrea Orsi – Partner & Relationship Manager

• Gabriele Rollo – Sr. Manager

• Massimo Giacomino – Sr. Manager

• Paolo Castelli – Principal/Industy Expert

• Hong Hong – CFO & Associate

• Giulio Laudani - Associate

• Andrea Demichelis – Sr. Analyst

• Veronica Cristofori - Jr. Analyst

• René Lundmark – Relationship Manager

• Andrea Rossotti – Sr. Manager

• Panayiotis Hadjiandrea – Principal

• Pierfrancesco Biglione – Principal

• Jean Wang – Partner (Beijing Office)

Arkios Italy

4. Management TeamPaolo Cirani

Paolo CiraniCEO

Paolo boasts more than 8 years of senior M&A experience as CEO and Founder of Arkios Italy, and

as Business Development & M&A in Seat Pagine Gialle Group (PG.MI), with the task of developing

and re-launching 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

Before these experiences Paolo had 10 years experience in Strategic Consulting (Gemini Consulting

and Ernst & Young), and he has subsequently covered relevant management roles in different

Groups, as Business Development manager.

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 & Finance Degree, studied in Italy and in Netherlands

Arkios Italy

4. Management TeamPaolo Pescetto

Paolo PescettoPresident

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 SMEs – restructurings

aimed at searching investors and to maximize the enterprise value for the Owners.

Graduated in Business Economics at Bocconi University, he also works as Chartered Accountant andAuditor, being auditor in important enterprises.

Arkios Italy

4. Management TeamAlberto Della Ricca

Alberto Della RiccaManaging 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.

4. Management TeamAndrea OrsiGabriele Rollo

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.

Gabriele RolloManager

Graduate in Master of Science in Finance at Bocconi University, he is a Manager of Arkios.

He has worked as a Consultant in Global Strategy, by carrying out Business Development, Turnaround and Business Due Diligence on behalf of the primary SMEs and Italian and Pan-European Private Equity Firms, mainly across Chemical and Pharmaceutical industry.

He previously covered the role of Analyst in BNP Paribas and Associate in Compagnie Européenne de Développement, by working on several M&A deals in Italy and abroad (France, Poland, Brazil).

Gabriele has consolidated skills and experiences in Financial Analysis, Business Analysis and Financial Modeling.

Arkios Italy

4. Management TeamMassimo GiacominoPaolo Castelli

Degree in Economics & Business at University of Parma, Massimo matured a consolidated experiencein advisory for M&A deals with particular focus on Mid Market. He has handles deals in differentsectors, such as Fashion, Industrial and Business Services, by assisting family-run companies,industrial groups and financial players in domestic and international transactions, in acquiringcompetencies in financial and business analysis.

Previously since 2000, Massimo worked with Cross Border, primary Italian independent financialconsulting firm, where he participated to numerous Corporate Finance deals, among them: EcotechnicsSpa - Snap On (Automotive), Boccaccini Spa – Sator Private Equity (Fashion), Gruppo Diamont - YarpaS.p.A. and LBO France (Industrial e Business Services), Millefiori Spa - Assietta Private Equity(Consumer) OML Morando Spa - Dynamic Technologies (Gruppo Raco) (Automotive).

Pricipal in Arkios Italy since February 2015.

Massimo GiacominoPrincipal

Paolo CastelliPrincipal / Industry Expert

Paolo has an extensive career by covering top management positions in large Multinationals, operating in different industries such as Oerlikon (SIX: OERL), Schlumberger, Italfarmaco, and from 1995 in the Saint-Gobain Group (CAC: SGOB), with different roles in Isover, Saint-Gobain Bituver Division. From 2004 he became as Managing Director of Flovetro (JV between Pilkington/Saint-Gobain).

After these managerial experiences, he worked as General Manager/CEO for Moplast Spa and Ondaplast Spa, in the Plastic Industry.

Paolo has also a deep experience in M&A, Corporate Finance and Finance Consulting, gained as Senior Partner in La Compagnia Finanziaria Merchant Bank

Degree in Law, he obtained also a Master’s degree.

Arkios Italy

4. Management TeamHong HongGiulio LaudaniAndrea Demichelis

Hong Hong Associate Graduate in Master of Science in Finance at Bocconi University, she covers the role of Associate in

Financial and Business Analysis and Financial Modeling.

Born in China and Chinese speaking, she studied in Italy and Canada.

Giulio LaudaniAssociate

Graduate in Master of Science in Finance at Bocconi University, Giulio has gained a significant experience in M&A, as well as in Debt Origination deals. He is mainly specialized in Automotive and Industrial sectors.

Previously worked together with Alantra, a leading European group specialized in financial consultancy, then with Fante since 2016, an independent advisory Italian company.

Among the most significant deals he worked for: Olicar-Manitalidea (2016), sale of Lames SpA to the Japan-Korean Group H-Lex (2016), sale of Nuvò to the Group H-farm and the listing process to the AIM segment (2015), sale of Petrol Raccord (2014)

Associate of Arkios Italy since June 2017

Andrea DemichelisAnalyst

Graduate in Accounting, Finance & Control at Bocconi University, Andrea covers the role of Analyst in

Financial and Business Analysis and Financial Modeling.

Arkios Italy

4. Management TeamPier Francesco Biglione

Pier FrancescoBiglione

Turin OfficePrincipal

Pier Francesco began his career in the Banking Industry (Unicredit Bank, formerly Banco di Roma), where, over the years, he has been trained for all the banking activities. Since 1998 held positions of product manager, manager for Corporate Customers and Branch Manager.

After working in the Banking Industry, he covered the role of CEO in Rayonics International Italy, a company operating in the X-Ray machines for quality control in food sector, and in Leaf Investments Ltd, in the Private Equity Sector, and before he covered the role of Chief Financial Officer for several Italian and international companies.

Since 2012, he practices in Corporate and finance Consulting, acting on behalf of International Companies on projects of Mergers & Acquisitions, Financial Restructuring, Turnarounds, Joint Ventures and in the context of some of these projects takes direct responsibilities as CEO or CFO (temporary manager).

Over 20 years of experience in the Banking, Financial Sector and Manufacturing and knowledge of the cornerstones of business management allow him to give an added value to the consultancy where he used to work shoulder to shoulder with the board in situations often not simple or ordinary.

He worked in UK, Ireland and India.

Arkios Italy

4. Management TeamJean Wang

Jean WangPartner

Responsible for Asia-Pacific

Corporate Finance

Arkios Italy Beijing Office

Jean has more than 15 years dedicated experience on M&A practices especially cross-border M&As

with strong track record, being both a Fortune 500 MNC in-house M&A professional as well as a Senior M&A

banker at BNP Paribas one of the most important International Investment Bank. Her hands-on M&A

positions of domestic consolidation and cross-border M&A have fully covered the whole chain of M&As from

strategy formulation, opportunities screen, execution and Post-Merger Integration as well post investment

management.

Meanwhile, with the integrated combination of an industrial M&A professional and a senior M&A banker,

Jean has developed solid industry knowledge and deep inside insights and key decision-making process on

different types of investors including POE, SOEs, and PEs etc. which greatly empowers her capability of

managing and coaching the investors’ expectation during the complicated cross-border M&As. She

especially excels in developing M&A transaction rationale, synergy models/valuations and PMI plan or

restructuring plan, cross-culture investor community communicating and transaction gap-bridging under

strict pressure and timeline, decisive and skillful in process management for complicated cross-border M&A

with results delivered.

She has especially developed notable record of being buy-side financial advisor, averagely one deal closed

one year in a few past years. She primarily focuses on industrials & chemicals sector, i.e. Industrial capital

machinery and equipment, Industrial precision engineered systems; Automotive and key components;

Cable & Electrics, Aerospace/Aviation; Crop protection, Fluorine chemical, Phosphate chemical etc.;

Pharmaceutical; And MNCs two-way M&A activities including divest and come-in-China etc.

Graduated in MBA at University of Saskatchewan, Canada and in B.A. of Science of Pharmacy, China

Pharmaceutical University, China.

Arkios Italy

4. Management TeamPanayiotis Hadjiandrea – Andrea Rossotti

Panayiotis Hadjiandrea

Principal

Panayiotis has a 30-year experience in Corporate Consultancy and Business Management.

After the graduation with best scores in Economy and Commerce at the University of Turin in 1981 andthe Postgraduate degree in Business Management at ISVOR-FIAT in Turin, he worked for many yearsin Management Consultancy and Auditing, in covering the role of Manager at KMG (currently KPMG),looking after several projects of Audit, Restructuring and Turnaround in Italy (Traforo del Frejus,Lucchini Siderurgica, Italkali, Morando Impianti, AVIR, BORMA etc).

In the following years he covered, through his own consultancy company, several roles of CEO and/orManager and/or Sales Manager (Igeco Consulting srl, Grand Soleil Milano, D&B Impianti -Gruppo Demont, Vancini, etc.) with purpose of restructuring, reconversion and companydevelopment.

Expert in the strategic choices fully supporting entrepreneurs of SMEs, Panayiotis has a consolidatedexperience in corporate restructuring with 3rd parties finance, as well as in planning and optimizationof financing resources, necessary for the development with particular focus onIndustrial/Manufacturing, Textile, Tourism/Travels

Graduated in Engineering & Management at Genova University, he attended M&A and Project Financing

Master at LUISS Guido Carli in Rome.

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

5. Why an Advisor

Arkios Italy

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.

5. Why an AdvisorWhy to open the capital to third parties

Arkios Italy

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

Understandingmotivations, defining the deal type, coherent with pursued purposes, identifying features of people proper to be investors, defining the way to involve the management in the project, identifying the suitable moment in which start/execute the deal, preparing all the necessary documentation in order to allow investors to examine the opportunity, prefiguring a correct scenario of expectations on market terms and conditions for the deal…

…and much more.

“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.

Arkios Italy

5. Why an AdvisorThe Role and full Support of an Advisor, through an ongoing assistance in each phase of the process

NegotiationNegotiation

DocumentationDocumentation

Contacts with Counter-parts Contacts with Counterparties

Management of ProcessManagement of Process

n Control of timing and respect of the the entire process

n Management of all the parts involved in the process (e.g.

chartered accountant, lawyers,

etc.)

Ongoing assistance at

every stage of the process

Ongoing assistance at

every stage of the process

Structuring of the Operation Structuring of the Operation

n Price

n Investment Contract

n Shareholder agreements

n Put&Call Options

n Definition of best financial structure

for the Transaction

n Preliminary Evaluation

n “Value Driver” definition

n Preliminary inquiry & Selection

of potential Investors

n Management of the entire relationship with counter parts

n Pre Due Diligence

n Blind Profile, Teaser

n Information memorandum

n Preparation to Due Diligence

n Management presentation

n Press release

Arkios

CLIENT

Arkios Italy

5. The Process (1/3)From preparation of documents to 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 Please see the example

• 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 -> circa 30 Industrial Players, circa 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

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, Strengths/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)

Arkios Italy

5. The Process (3/3)From the choice of 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

Arkios Italy

Contacts

Arkios Italy S.p.A.

Alberto Della RiccaPartner + 39-347.22.03.181 alberto.dellaricca@arkios.it

Paolo CiraniCEO + 39-335.68.40.737 paolo.cirani@arkios.it

Paolo PescettoPresident + 39-334.66.54.116 paolo.pescetto@arkios.it

Andrea OrsiPartner & Relationship Manager + 39-338.35.62.005 andrea.orsi@arkios.it

For any further information, please contact