Company Presentation INVESTMENT ADVISORY SERVICES Cross border - - PowerPoint PPT Presentation

Company Presentation

INVESTMENT ADVISORY SERVICES Cross border Mergers & Acquisitions

STRICTLY PRIVATE & CONFIDENTIAL

Strictly Private & Confidential

Patrick Becker

CEO & Founder Bexuco Limited BBA, DESC, Dipl. Betriebswirt (FH) Office: +86 (0)21 33552128 Mobile: +86 18801813318 Email: becker@bexuco.com

Patrick Becker was born in Germany and is Senior International Investment Advisor and founder/CEO

• f

Bexuco Investment Consulting Co., Ltd.

• Mr. Becker studied International Business & Economy in Reutlingen (Germany)

and Reims (France). He worked in leading corporations such as Ford, Peugeot, Total, ELF and had international assignments in France, Germany, UK, USA, Singapore, Hong Kong and China. From 1988 to 1998, he has held positions as Sales & Marketing Director, Vice President European Operations, General Manager Asia-Pacific. In 1990, he

• btained a prestigious European Business Award for his work in “Integrated

Business Strategies”. Since 1998, he is working as Senior Business Consultant in China, where he has successfully accomplished a large number of business operations for domestic and international companies. Now he is taking advantages of his unique cultural background and his exceptional international business experience, to help both Chinese and international companies to achieve their ambitious business and M&A objectives.

FOUNDER & MANAGEMENT

Strictly Private & Confidential

Strictly Private & Confidential

BEXUCO is a M&A Investment Advisory firm that was founded

• n

the principles

• f

commitment, integrity and Client devotion. Originally founded 2010 in Hong Kong, BEXUCO has since successfully provided its clients with professional investment and management advice. In 2011 BEXUCO Investment Consulting Co., Ltd., started its operation in Shanghai and has since then

• pened

subsidiaries in Germany and Italy. Other international subsidiaries are in planning for 2018. In 2017 YAMADA BUSINESS CONSULTING (Japan) became a shareholder of BEXUCO

• ffering

additional service expertise and

• wn offices across Japan and Asia.

COMPANY OVERVIEW

Hong Kong, SAR Shanghai, PRC Cremona, Italy Frankfurt, Germany

Strictly Private & Confidential

YAM YAMAD ADA A Group

Number of employees: 1,700 JASDAQ Listed(4792)

Ya Yamada & & Pa Partners

Certified Public Tax Accountants Co.

YAMADA GROUP

BEXUCO (part of the YAMADA Group) with over 1,700 employees handles domestic & overseas expansion needs of Mid-Cap companies.

M&A Advisory

Strictly Private & Confidential

YAMADA Group and BEXUCO have offices all over the world to support our clients with international business expansion and cross-border M&A.

GLOBAL OFFICES

Japan Korea China Hong Kong Vietnam Singapore Indonesia Malaysia Thailand India Israel Italy Germany USA(NYC) USA(LA) YAMADA Business Consulting Co., Ltd.: Japan, China, Singapore, Thailand Yamada & Partners Certified Public Tax Accountants‘ Co., :Japan, China, Singapore, Vietnam, USA Spire Research & Consulting Pte Ltd: Japan, China, Korea, Singapore, India, Malaysia, Indonesia BEXUCO Limited: China, Hong Kong, Germany, Italy, France (2018) Other related Group companies: Israel, Japan, USA France

Strictly Private & Confidential YAMADA Consulting Group Co., Ltd.

YAMADA Business Consulting Co., Ltd.

• Sustained Growth Consulting
• Business Revitalization
• M&A Consulting
• Business Succession Consulting (Japan)
• Business Overseas Consulting

SPIRE Research and Consulting Pte. Ltd.

• Market Environment Research in Emerging Markets
• Market Sizing and Feasibility
• Supply Chain and Value Chain Analysis
• Consumer and Retail Research
• Purchase Behavior Analysis

YAMADA & Partners YUSEI Audit & Co.

• Business Succession Consulting
• Tax Advisory and Tax/Financial Consulting Services
• Management Consulting
• M&A Services
• Consulting on Organizational Restructuring
• Support for Publicly Traded Firms
• International Business Consulting
• Audit
• IPO Support
• IFRS Implementation Services
• Public Sector Accounting/ Consulting
• Analysis and Investigation of Foreign Markets
• Due Diligence
• System and Security Consulting

BEXUCO Investment Consulting Co., Ltd.

Cross-border and International M&A Advisory

• International Acquisition and Investor Search
• M&A Project Management
• Assessment and Valuation
• M&A Business and Legal Due Diligence
• Transaction Structuring and Negotiations
• Business Succession Consulting (Europe)

Investment and Business Consulting

• International Investment Consulting Services
• Cooperation Partner Search and Structuring
• Restructuring, Dissolution and Liquidation
• Post-acquisition/Merger Advisory
• Financing: Capital Market Access
• Legal Assistance: Company Formation and Joint-venture

SPECIALIZED SERVICES

Strictly Private & Confidential

A STRONG PARTNER

Unlike other M&A advisory firms, BEXUCO has accumulated strong European resources and a wealth of experience. In the shortest possible time we can help Clients to enter M&A negotiations, significantly reducing the risks, reducing costs and achieving better corporate strategic goals. Understanding and managing the language and cultural barriers in different countries is one of our key advantages.

Strictly Private & Confidential

Sell-side & Buy-side

n For sell-side mandates our support comprises all aspects of a transaction:

• preparation of the transaction through an initial analysis of the target
• identification and confidential approach of potential investors
• determination of optimal transaction structure
• determination of optimal sale's strategy
• preparation of all relevant sale's documents for potential investors
• development of a investment plan
• valuation
• preparation and coordination of the due diligence
• support in negotiations
• support until closing

n For buy-side mandates we are supporting our clients from the intention to buy until closing:

• identification and confidential approach of potential targets
• valuation of the target
• tactical advice
• coordination of due diligence
• support during negotiations and advice on SPA structuring
• support until closing

OUR M&A SERVICES

Strictly Private & Confidential BEXUCO is a Corporate and M&A Investment Advisory firm that was founded on the principles of commitment, integrity and Client devotion. Originally founded in April 2010 in Hong Kong, BEXUCO has since successfully provided its clients with professional investment and management advice, and supported significant business transactions. In 2011 BEXUCO Investment Consulting Co., Ltd., a fully licensed wholly-foreign-owned subsidiary started its operation in Shanghai, reinforcing the scope and depth of services and the knowledge-base offered to our clients. Our Shanghai-based subsidiary gives us advantages over many other international M&A advisors, which operate their China M&A businesses from outside mainland China or through rep offices or JVs in Mainland China.

n We advise our national and international clients on all aspects of the sale or acquisition of companies as well as on restructurings and reorganizations. n We provide “tailor-made” solutions for each client and project by bundling the specific competencies, the long-lasting international transaction experience, the ideas and the network of our partners and employees. n We are a team of experienced M&A advisers and management consultants with relevant experience, operating across China from

• ur office in Shanghai.

n We have associated partners in Europe and other continents to make sure we have on-going dialog with the relevant investor community. n We co-operate with major global and regional investment banks, private equity investors and legal advisors.

PROFILE

Strictly Private & Confidential

M&A SERVICES

Cross border M&A activities are increasing strongly. A professional advisor in the M&A field between China and Europe is more than ever in great demand. Using our expertise and resources, we can identify potential targets not currently in the market, allowing buyers to pursue those businesses that most closely match desired objectives. We partner with you to provide strategic expertise and information you can rely on. Bexuco acts as advisor and collaborator and is actively involved in every aspect of the transaction.

§ Acquisition Search § Assessment & Valuations § Due Diligence § Negotiations & Contracts § Integration

Strictly Private & Confidential

Solid understanding und implementation of our client’s vision

Kick off meeting

Focus Bexuco Snapshot

Assignment Strategy dialogue

M&A Roadmap

Imple- mentation

§ Clear focus previously to the assignment: What are the goals for the cooperation? What can M&A contribute to further growth? Where can BEXUCO support? Agreement regarding the framework of the cooperation.

• Structured preparation on strategy : Discussion of the snapshot based on initial exchange of information:

dedicated external M&A view built on the existing knowledge and the strategic propositions of the company. The goal is a mutual prioritization of possible M&A actions and how they could support the client best.

• Possibilities to cooperate during the implementation:

1. Start of a structured Buying or Selling process 2. Targeted and anonymous approach of one or more selected target companies 3. Support during the M&A process (milestones, process management etc.)

SUCCESSFUL COOPERATION

Strictly Private & Confidential

Number of Targets

• Team Planning

Integration

25 3-5 On-sight visit & inspection

Start DD & negotiations only with partners with a high transaction Possibility of closing: Minimize the DD-costs

1-2 MoU Best partner

Regular status-updates und coordination of the „next steps“ with the client

• Compiling of a

longlist

• Selecting the

shortlist

• Contact

potential partners anonymously

• Reporting serving

as a basis for a narrowed selection

• Decision matrix
• Management

Meetings

• Collect and

analyse information

• Formulate and

place an offer (LOI)

• Negotiation LOI
• Due Diligence

(DD)

• Preparation of

indicative offers

• M&A-Process:
• Final negotiations
• Signing/Closing
• Matching the

M&A strategy

• Setting of the

search criteria

• Planning the

transaction

• Fix Strategy:

Tailor made and step by step we carve out the best fitting partner available

Preparation, Analysis Potential Partner Search Approach Indicative Offer Due Diligence Signing/ Closing

Phase II Phase I SHORTLIST

BUY SIDE PROCESS

Approach

LONGLIST

Strictly Private & Confidential

Advisory Process Steps

BEXUCO executes full advisory services during M&A negotiation processes offering the following services:

Approach of Potential Investors/Targets Development of Strategy Preliminary Market Readings Information Memorandum Business Valuation Definition of Potential Investors/Targets Contracts and Final Negotiation Preliminary Offering (Non-Binding) Due Diligence Structuring

Closing

Visits to the Operations Negotiation

M&A ADVISORY STEPS

Strictly Private & Confidential

OVER 100 EXCLUSIVE INVESTMENT/ JOINT-VENTURE PROJECTS

§ Robotics & Automatization > 40 projects § Automotive Sector 12 projects § Health Care/Medical Devices 6 projects § Environmental Technology 5 projects § Chemical Industry 6 projects § Food & Beverage 3 projects § Other Hi-Tech Sectors > 50 projects

Strictly Private & Confidential

2013 CHINA M&A AWARD

Patrick Becker and its firm BEXUCO (Shanghai) Investment Consulting Co.,Ltd obtained the 2013 “China M&A Advisor Award” by the China Mergers and Acquisitions Association (CMAA) in Beijing. 并购顾问奖

Patrick Becker

Strictly Private & Confidential Sundiro Holdings (China) and Sanlorenzo Spa )Italy) M&A transactions - Bexuco led the M&A and financial advice for Sundiro

using its expertise in cross border Chinese-European M&A deals.

• Mr. Xhuhong Zhao, the chairman of Sundiro, highly praised Sundiro's

advisor Bexuco that demonstrated great experience and efforts in structuring and executing such overseas transactions. Mr. Xhuhong Zhao added that Sundiro saved time as well as costs, which were key factors to a successful completion of the Sanlorenzo was founded in 1958 and has developed to the world́s second largest yacht manufacturer for large sized yachts. Parties agreed to build up a joint venture in China, located in Hainan, for production of yachts smaller than 66 feet. Besides the participation in joint ventures for distribution Sundiro has invested over USD 20 million in the Italian company Sanlorenzo Spa becoming shareholder of San Lorenzo with a stake of about 22% in the company. After setting up the joint venture in China, the estimated annual output of 35 to 66 feet luxury yachts is 250 for an approximate sales value of 1.5 billion RMB (about USD 200 million).

M&A CASE STUDY

CLOSING

OCT 2013

Strictly Private & Confidential EFORT Intelligent Equipment Co., Ltd. (China) and EVOLUT Spa (Italy) M&A transaction - BEXUCO led the M&A advice for

EFORT using its expertise in cross border Chinese-European M&A

• deals. EFORT was founded on August, 2007 and its registered capital is

Euro 30 million. Since the foundation, EFORT invest nearly Euro 12.4 million to research and develop the industrial robots. EFORT has two division, one is for industrial robot, the other is for the turn-key solution and system integration. After the acquisition of CMA, EFORT is further increasing its technical expertise and global network with the majority acquisition of Evolut, one the European leader in industrial robotic application integration. Parties also agreed to build up immediately a joint venture in China located in Wuhu, Anhui.

CLOSING

JAN 2016

M&A CASE STUDY

Strictly Private & Confidential EFORT Intelligent Equipment Co., Ltd. (China) and O.L.C.I. Group M&A transaction - BEXUCO led the M&A advice for the

acquisition of the multi-national O.L.C.I. group including operations in Italy, Poland, India and Brazil using its expertise in cross border Chinese- International M&A deals. The O.L.C.I. group includes O.L.C.I. ENGINEERING ITALY, O.L.C.I. ENGINEERING INDIA, AUTOROBOT – STREFA POLAND and GME BRAZIL with a total turnover of over 200 million EURO. The group is one

• f the leading companies in the world in the field of turnkey production

solution for the automotive, railway and aeronautic industry. The acquisition has reinforced EFORT’s division of turn-key solution and system integration. With this acquisition, EFORT is further increasing its technical expertise and global network and has become not only the leader in turnkey production solution in China, but takes a leading position in the world. Details on the deal structure and financials are kept confidential.

M&A CASE STUDY

CLOSING

AUG 2017

Strictly Private & Confidential

O.L.C.I. ENGINEERING ITALY has been working for the automotive industry for over 20 years and today is one of the leading company in the field of turnkey production solution. Since 2015 the company has also accumulated leading know-how in turnkey production solution for the railway industry

• ffering it services to the major railway manufacturers.

The O.L.C.I. GROUP is working for all major automotive groups: VAG (VOLKSWAGEN & AUDI), BMW, DAIMLER-BENZ, FORD, GENERAL MOTORS, PSA (PEUGEOT & CITROEN), RENAULT, FIAT-CHRYSLER (FIAT, LANCIA, MASERATI, …), IVECO, and many others. AUTOROBOT - STREFA established in 1993 in Poland is a world leader for turnkey car body welding lines: from a feasibility study to the erection, including the mechanical construction, hardware & software, and robot programming

• services. Since that time, we have created a strong presence in the design and

manufacturing services for the European and American markets for leading brands in the automotive industry.

CLOSING

SEPT 2017

M&A CASE STUDY

Strictly Private & Confidential GME is a leading process engineering company in Brazil with great expertise in developing turnkey projects for automotive body lines and aerospace. GME is able to create the most innovative engineering

• solutions. New product developments and solutions have made

GME one of the leading suppliers of automotive manufacturing and aerospace engineering in South America with clients such as AIRBUS, EMBRAER, SOBRAER, EUROCOPTER, etc. The high level of technology and the global sales of the acquisition of this group of companies are allowing to achieve substantial growth rapidly. CLOSING

SEPT 2017

M&A CASE STUDY

Strictly Private & Confidential

2013 China M&A Summit Business & Event Partnership with UAE 2013 Shanghai Funding Conference 2011海外投资并购项目洽谈会 2014 Shanghai Funding Conference 2013 Shanghai Funding Conference 2014 Shanghai Funding Conference 2015 Shanghai Funding Conference

FOUNDER OF MAJOR CHINA M&A EVENTS

Strictly Private & Confidential

YOUR PARTNER FOR M&A

Strictly Private & Confidential

贝旭科 (上海) 投资咨询有限公司

Bexuco (Shanghai) Investment Consulting Co.,Ltd. 北欧/Northern Europe

BEXUCO DEUTSCHLAND GMBH Tower 185, Friedrich-Ebert-Anlage 35-37 Frankfurt am Main, Germany Tel: +49 (0) 69-505047-168 andreas.becker@bexuco.com

中国/China:

上海市浦东新区陆家嘴环路1000号 恒生银行 大厦13楼1343室 #1343, 13F, Heng Sheng Bank Tower, 1000 Lujiazui Ring Road, Pudong New Area, Shanghai 200120, P.R. China 上海市松江区方泗路18号1号楼907室 9/F, Unit 907, Building 1, No.18 Fangsi Road, Songjiang District, Shanghai, 201606, P.R. China Web: www.bexuco.com

CONTACT US

南欧/Southern Europe

BEXUCO ITALIA SRL Via M. Maffi 12 26100 Cremona –Italy

• Tel. +39 (0) 372-450827
• Mob. +39 328 4252691

antonio.pozzari@bexuco.com laura.razio@bexuco.com

Strictly Private & Confidential Laura Razio Senior M&A Advisor, Bexuco Italy

Biography: Laura Razio is an Senior Accountant Advisor and serves as freelance several Italian and International Corporations. From 2015 she is partner of BPS International whit regard the financial division. She is involved in business startup, Joint Ventures, Investments and Acquisitions. Age: 41 Education:

• Dipl. Finance, CPA, Luigi Bazzoli - Italy

Antonio Pozzari Managing Director, Bexuco Italy

Biography: Antonio Pozzari is Senior International Investment Advisor and serves as Managing Director of European operation of Bexuco. He founded BPS International in 1992 and acted as director since today. Mr. Pozzari was born in Italy and worked for international corporations with international assignments in Brasil, Iran, India and MENA Countries. From 1992 to 1998, he has introduced more than 50 companies in the Iranian Market. He is involved in business startups, joint ventures, investments and acquisitions. Age: 57 Education: University Sacri Cordi, Italy (Diploma)

KEY ADVISORS