capitalmind - midmarket m&a

Corporate Presentation I Jan. 2015 I page 1Strictly private and confidential

European Mid-Market Corporate Finance Advisory

BENELUX | FRANCE | INTERNATIONAL

Paris – Lyon – ‘s-Hertogenbosch – Amsterdam


WHAT WE DO

TEAM

SECTORS


IN SHORT

Capitalmind is an independent European Corporate Finance Advisory firm focusing on the mid-market

Business Sevices

Consumer, incl. Food

Industrials

TMT

Healthcare

5 main sectors with dedicated research

Corporate Finance Advisory since 1999,

with a focus on mid-market deals up to

EUR 200 million

European team strong of 30 experienced

professionals

4 offices across Europe:

France: Paris, Lyon

The Netherlands: s-Hertogenbosch,

Amsterdam (Hilversum)

Award winning; 150 deals completed

over the past 5 years

Truly international access to worldwide

strategic and financial players through

Mergers Alliance: our award winning

corporate finance partnership totalizing

more than 350 professionals worldwide

Capitalmind is the successful merger of

two independent European Corporate

Finance firms (Capital Partner in France

and BlueMind in The Netherlands)

holding leading positions in the French

and the Benelux regions

A full range of Corporate Finance Services

Long term client satisfaction

Mid-marketup to

€200m deal value

Advising all active players in the market

Mid-market companies and

corporates

Entrepreneurs &

management teams

Investors (private equity,

family offices,

private investors)

Merger & Acquisitions

Corporate funding

(equity, debt)

Advisory services

Clients first !

Pragmatic & decisive like

entrepreneurs

We arrange best deal possible


SERVICES WE PROVIDE

A comprehensive range of Corporate Finance Advisory Services for mid-market transactions, majority cross border

Sell-side: company sales, spin-offs, carve-

outs, exits, divestments, succession

Buy-side: company acquisition, Buy & Build

MBO, MBI or combinations

Merger, joint venture or other partnership

Growth and MBO capital (private equity,

family offices, private investors)

Debt financing (bank and other debts as well

as private placements)

Valuations (Registered Valuators)

Financial structuring and engineering

Strategic financial advisory

Merger & Acquisitions Corporate funding Advisory services

Key differentiators

Unique service focus: Independent corporate finance advisory services for mid-market only

Very active track record: Successfully closing approx. 30 deals every year; satisfying our clients

Top quality assurance: Ongoing development of sector expertise and truly international reach on a worldwide basis, which helps us frequently win

(international) beauty contests from 2-4 of our competitors

Long term client satisfaction: Illustrated by our ability to assist demanding clients such as corporates and PE firms; about 50% repeat business


CLIENTS WE ASSIST

Advising all key players active in the mid-market, many of them operating internationally

Divesting (non core) businesses to strategic

or financial sponsors

When needed, structuring challenging carve

outs, inter alia thanks to our unrivalled

experience of asset deals

Monitoring external growth or Buy & Build

projects worldwide

Debt advisory for mid-market companies

Growth companies financing (equity and/or

debt)

Disposal of businesses to strategic players

or financial investors

Transmissions like successions supported

by financial sponsors (LBOs, MBOs, MBIs)

Worldwide acquisition or Buy & Build

projects

Sparring partner and Board Advisory

Disposals of stakes to strategic players or

(secondary) investors

Running acquisition or Buy & Build projects

for portfolio companies of investors

MBOs: market leading position

Equity and/or debt (re)structuring

Strategic/financial advisory

Mid-market companies and corporates Entrepreneurs & Management TeamsInvestors

(Private Equity, family offices, private investors)


OUR FOCUS: MID-MARKET CORPORATE FINANCE

Committed to build long-term relationships with our clients and relevant other players in the market

‘Clients first !’ Independent and senior advice Mid-market only Agile team and insights

Our ambition: 100% long term client satisfaction based on:

We take responsibility for our

clients, irrespective of the

complexity and key issues of

their deals

We constantly ‘go the extra mile’

to achieve the best deal possible

for our clients

We manage M&A projects from

A to Z in order to enable clients’

teams to concentrate on daily

business and decision making

We provide 100% independent

advice; our firm has been fully

owned, managed and founded

by ourselves in/since 1999

As we are big enough to matter

and pragmatically small; we

always provide true senior

advice

Driven by long-term client

satisfaction, we do not hesitate

to advise our clients not to do a

deal

Since 1999 we have always

focused on the mid-market,

doing deals up to EUR 200

million

In the mid-market space we

completed 150 deals the last 5

years

At Capitalmind, we are strong

believers that mid-market

projects deserve the same

quality standards as large

corporate transactions.

Our team members come from

different background, providing

the needed expertise for any

particular issue in a deal

We invest time in sectors where

our clients are active by

publishing sector updates, M&A

overviews, etc.

Via our Mergers Alliance

colleagues we get worldwide

access to local market insights

and M&A opportunities


AWARD WINNING FIRM

Award winning corporate finance team, holding leading positions in France and Benelux

Capitalmind is one of the very few

independent M&A firms with an active

track record throughout the Benelux and

France, including Belgium

Founded only in 1999, Capitalmind has

grown significantly to become a financial

‘brand’ in the Benelux and France

Over the years we have shown that we

can effortlessly compete with the big

names in the industry

Each year – including in crises years - we

have managed to close approx. 30

transactions. This is relatively speaking a

very high number of transactions, as we

do this with a team of only some 25

people

…holding leading positions on its markets

Award winning corporate finance team…

League Table – Mid-market up to EUR100m - Jan 1 - Dec 31, 2014 (based on Thomson Reuters tables)

France BeneluxFrance-Benelux

# Firm France # Firm Benelux

1 Deloitte 54 1 BDO 46

2 Rothschild 41 2 Rabobank NV 39

3 Credit Agricole CIB 33 3 KPMG 31

4 Pw C 32 4 Pw C 26

5 KPMG 30 5 ABN AMRO Bank 23

6 Lazard 25 6 Ernst & Young LLP 17

7 Leonardo 23 6 ING 17

7 Societe Generale 23 8 Capitalmind 15

9 Ernst & Young LLP 22 8 IMAP 15

10 BNP Paribas SA 20 10 Clairf ield International 14

11 Capitalmind 18 11 Rothschild 13

11 Lincoln International 18 11 M&A International 13

11 Clairf ield International 18 13 Baker Tilly International 12

# Firm Benelux France Total

1 Deloitte 9 54 63

2 KPMG 31 30 61

3 Pw C 26 32 58

4 Rothschild 13 41 54

5 BDO 46 0 46

6 Rabobank NV 39 0 39

6 Ernst & Young LLP 17 22 39

8 Capitalmind 15 18 33

8 Credit Agricole CIB 0 33 33

9 Leonardo & Co 9 23 32

9 Clairf ield International 14 18 32

9 IMAP 15 17 32

12 Lazard 6 25 31


INTERNATIONAL OFFICES

As shareholder and Board member of Mergers Alliance, Capitalmind has truly local access to the most important

western and emerging markets worldwide

Mergers Alliance – Award winning international corporate finance partnership

Currently, 17 M&A advisory firms with over 36 offices worldwide, totalizing more than 350 professionals

in the most important western and emerging markets (including Europe, USA, BRIC, Asia, Latin

America, Turkey, etc.)

All firms are independent and top 5 in their country/region, many award winning

91 deals closed over the last twelve months, for a cumulated deal value of +$6bn

Efficient partnership: one exclusive firm per country/region; international sector teams and research;

daily business contacts; two conferences a year; several joint transactions with our partners every year

League Table

Any European involvement < $500m Advisor Ranking(Source: Information taken from Thomson Financial Tables 2014)

European Offices

Germany: Wiesbaden (Frankfurt/Main)

France: Paris, Lyon

The Netherlands: Hilversum (Amsterdam), s’Hertogenbosch

Italy: Milan, Padova, Bologna, Torino

Spain: Madrid, Barcelona, San Sebastian, Bilbao

UK: London, Birmingham, Nottingham

# Financial Advisor Ranking Value ($m) # of Deals

1 Rothschild 16 630 193

2 Goldman Sachs & Co 11 307 82

3 Lazard 10 499 106

4 Pricewaterhouse Coopers 9 501 310

5 JP Morgan 9 328 61

6 KPMG 8 515 281

7 Morgan Stanley 8 486 81

8 Deutsche Bank 7 810 60

9 BNP Paribas SA 7 697 77

10 Barclays 7 093 51

11 Bank of America Merrill Lynch 6 821 51

12 UBS 6 604 51

13 Citi 6 301 60

14 Mergers Alliance 6120 91

15 Ernst & Young LLP 5 723 187

16 Credit Suisse 5 614 54

17 Deloitte 5 316 166

18 BDO 2 236 189

19 Leonardo & Co 2 048 51

20 IMAP 1 165 117

21 M&A International 987 90

22 Global M&A 775 49

23 Grant Thornton 769 69

24 Lincoln International 763 62

25 Clairfield International 600 86

26 CFI 405 57

27 Baker Tilly International 226 49


WHAT WE DO

TEAM

SECTORS


SENIOR DEAL MAKERS

Experienced professionals

Founder of Capitalmind France in

1999

Advised on 100+ mid-market

transactions, half of which being

cross-border

Background: Private Equity

(Worms & Cie) and M&A (Arjo

Wiggins) in Paris and London

Michel Degryck

Managing Partner

Paris

Co-founder of Capitalmind

Benelux in 1999


transactions, mostly international

Background: ING Bank/Barings

(Eastern Europe & China); Baker

& McKenzie (Amsterdam & Hong

Kong)

Board Member: Mergers Alliance

(350+ M&A professionals) 2009-

present; Dutch PE firm PPM

Stimulans 2003-2014

Bart Jonkman

Managing Partner

‘s-Hertogenbosch

Joined in 2007

Advised on 100+ transactions

worldwide, with enterprise value

from millions to billions of euros

Background: 30 years experience

as CFO, head of Strategy and

senior executive in Paris and

London

Jean-Pierre Brice

Managing Partner

Paris


Benelux in 1999



Background: Independent

Venture Capitalist and ABN

AMRO (IPO’s and M&A of

technology companies, Global

Sector Director Tech Research)

Advisor and board member of Net

Media Europe, UNET and Bulbby

Ron Belt

Managing Partner

Hilversum (Amsterdam)


Benelux in 1999



Background: ABN AMRO

(regional director of 3 Amsterdam;

branch offices)

Former Chairman Dutch

Corporate Finance Association

(200+ M&A professionals)

Guest lecturer Corporate Finance

at Tilburg University

Jan Willem Jonkman

Managing Partner


Co-Head of Business Service Co-Head of Business Services

Co-Head of Consumer (non-food)

Co-Head of Industrials Head of TMT Co-Head of Consumer (food)

Business Service

Consumer (food & drink)

Industrial markets

TMT

TMT

E-consumer

Business Services

Industrial markets with a strong

expertise in Paper & Packaging

Food & Drink,

Business Services,

TMT

Consumer (non food)

Industrial Markets,

Business Services

Debt advisory


SENIOR DEAL MAKERS

Experienced professionals

Joined in 2013


transactions

Background: Partner at M&A

Boutique in the South of The

Netherlands 2004-2013;

Management positions at Arcadis

Water and Environment

Industries; Dutch Ministry of

Infrastructure Civil Engineering

Wim van ACHT

Partner

‘s-Hertogenbosch

Joined in 2010

Advised 100+ mid-market groups

Background: Senior Partner at

Arthur Andersen, then Ernst &

Young. 35 years as a statutory

auditor and chartered accountant.

Extensive experience in M&A

related advisory services:

acquisition, due diligence,

fairness opinions, IPOs,

divestitures, etc.

Patrick Atzel

Senior Advisor

Paris

Joined in 2001


transactions, including many

cross-border transactions

Background: Financial auditor at

KPMG (with a focus on small &

mid cap companies and group

subsidiaries)

Jean-Arthur Dattée

Partner

Paris

Joined in 2003


transactions, half of which were

cross-border

Background: Financial auditor at

Ernst & Young Entrepreneurs

(Audit team dedicated to Small &

Mid-market companies).

Nicolas Balon

Partner

Paris

Joined in 2013

Advised on 30+ deals in France

and abroad, mainly covering

retail, sport and leisure

businesses

Background: Auditor at Arthur

Andersen, M&A Director Genairgy

(family office of Decathlon’s

founding family), Head of M&A at

Decathlon Group

Alexandre Ebin

Partner

Paris

Co-Head of Industrials Head of Healthcare Co-Head of Consumer

Industrial markets

Business Services

Consumer (retail, food & drink) TMT

Healthcare

Business Services

Industrial markets

Business Services

Consumer (retail, leisure,

sporting goods)

Business Services


TEAM

Paris (France) Hilversum-Amsterdam (The Netherlands)

Lyon (France) ‘s-Hertogenbosch (The Netherlands)

Independence

Client focused and commitment

Quality and professional

Smart and pragmatic solutions

Straight-forward advice

Our values

Highly experienced and committed European team, strong of 30 professionals

30 experienced professionals,

located across 4 offices in Europe


WHAT WE DO

TEAM

SECTORS


SECTORS

At Capitalmind, we are strong believers that the best way to build long term client relationships is to develop an in-

depth knowledge of their industry and environment

Our team invests valuable time in digging into

sectors. Over the years we have built a solid

track-record in 4 main sectors in which our sector

teams perform dedicated research. We are also

in the process of building expertise in Healthcare.

Recent publications in this respect include:

‒ Industrials: The European Packaging

Industry; Fabulous 40 Industrial Markets

‒ Business Services: The Global Nuclear

Industry, Business Process Outsourcing,

Testing Inspection & Certification Industry,

‒ Consumer: Fabulous 40 Food & Drink;

Sporting goods, Travel retail,

‒ TMT: Email marketing; E-commerce

Our senior bankers are all developing sector

expertise on an ongoing basis to constantly

improve quality of advice

Rich track record and expertise… … supported by dedicated research

Developing expertise in …


SECTORS

Business Services

Services provided by specialized

firms to B2B clients, like

outsourcing (BPO), engineering,

maintenance, testing (TIC),

marketing, advice, staffing

Description

Head of practice

Michel

DEGRYCK

Example landmark deals

Sell-side; Carve out

sold its electrical

transformers’ oil testing

laboratory to

Buy-side

acquired

from

Bart

JONKMANSell-side

sold

to

merged with

Merger

sold to

Sell-side

acquired

Buy-side

sold to Swiss PE firm

and integrated with

Sell-side

raises €121M debts

Debt financing

through a sponsorless

MBO supported by

sold its minority stake in

and

MBO

acquired

Acquisition


SECTORS

Consumer, incl. Food & Drink and Leisure

Head of practice


Jan Willem

JONKMANSell-side

was sold to

with

MBO

MBO of

sold to

Sell-side

sold to

Sell-side

Alexandre

EBIN

Founders/Man. of

Sell-side

sold a part of their shares to

the co-shareholder/financier

of the company

Buy-side

acquired

fromConsumer goods, services &

retail divided into essentials (e.g.

food & beverages, household

supplies, sportswear) and non-

essentials (e.g. durables,

apparels, leisure, media)

Descriptionsold to

Sell-sideFundraising

completed a fund raising

underwritten by

Acquisition

with the support of

acquired facilities of

and

Fundraising

underwritten by

Growth capital

FO

OD

NO

N-F

OO

DN

ON

-FO

OD

NO

N-F

OO

D


SECTORS

Industrials

Head of practice

Jean-Pierre

BRICE


Wim

van ACHT


sold its alkyd resins

business to


sold its mixer operations to

Sell-side

sold its Swiss operations

to


acquired

sold

to its management backed

by

acquired PN ROTOR from

Buy-side

sold to

Sell-side

sold to management,

financed by

MBO

sold to

Sell-side

Acquired

Czech Republic based

Univa

Buy-side

Production of engineered

products including paper &

packaging, electronics,

machinery, equipment,

construction, shipping, climate

control, plastics, etc.

Description

Disposal

sold

to

http://upload.wikimedia.org/wikipedia/commons/f/f3/Flag_of_Switzerland.svg



SECTORS

TMT

Head of practice


Ron

BELT Sell-side

sold its minority stake

to


sold its French “Systems

Integration” activity to

Debt advisory

Capitalmind assisted the

main shareholder of

in the financing of the

acquisition of the minority

stake held by

Sell-side

was sold to

sold to

Sell-side

merged with

Merger

Ongoing strategic /

financial advice

Debt advisory

sold to

Sell-side

Sold to

Sell-sideJean-Arthur

DATTEE

Technology

Media

Telecommunications

DescriptionMinority stake taken

by

Minority stake investment



http://www.spigraph.fr/

http://www.spigraph.fr/


SECTORS

Healthcare

Head of practice


Jean-Arthur

DATTEE

Sell-side

sold

to

Growth capital

series A fundraising

Sell-side

sold its Greek subsidiary

Management Advisory

was taken over by

with the support of

Growth capital


Growth capital


with

MBO

MBO of

MBO

MBO of

with

Medical equipment, medical

supplies, and healthcare services,

including IT

Description

Disposal; carve out

sold its biosecurity &

nutrition products for

livestock farmers

operations toinvests in

together with

LBO


Award winning international corporate finance advice

Paris

62, rue la Boétie

75008 Paris

France

‘s-Hertogenbosch

Europalaan 6

5232 BC ‘s-Hertogenbosch

The Netherlands


Vreelandseweg 7

1216 CG Hilversum

The Netherlands

Lyon

10, place des Célestins

69002 Lyon

France

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