Investment in The Coconut Industry by Nancy Cheruiyot
Lopes Conference Call on Acquisitions and Geographic Expansion
1. Conference Call on Patrimóvel Acquisition and Lopes’ Geographic Expansion [email_address] www.lopes.com.br/ir Francisco Lopes – CEO Roberto Amatuzzi – CFO and IRO
2. Forward Looking Statement This presentation does not constitute an offer, or invitation, or solicitation of an offer to subscribe for or purchase any securities neither does this presentation nor anything contained herein form the basis to any contract or commitment whatsoever. The material that follows contains general business information about Lopes – LPS Brasil Consultoria de Imóveis S.A and its subsidiaries (“Lopes”) related to the acquisition of Patrimóvel Consultoria Imobiliária S/A. and RVI Empreendimentos Imobiliários S.A. ( jointly , “Patrimóvel”) and Royal Empreendimentos Imobiliários Ltda. (“Royal”). It is not intended to be relied upon as advice to potential investors. The information does not purport to be complete and is in summary form. No reliance should be placed on the accuracy, fairness, or completeness of the information presented herein and no representation or warranty, express or implied, is made concerning the accuracy, fairness, or completeness of the information presented herein. This presentation contains statements that are forward-looking and are only predictions, not guarantees of future performance. Investors are warned that these forward-looking statements are and will be subject to many risks, uncertainties, and factors related to the operations and business environments of Lopes such as competitive pressures, the performance of the Brazilian economy and the industry, changes on market conditions, among other factors disclosed in Lopes filed disclosure documents. Such risks may cause the actual results of the companies to be materially different from any future results expressed or implied in such forward-looking statements. Lopes believes that based on information currently available to Lopes management, the expectations and assumptions reflected in the forward-looking statements are reasonable. Lastly, Lopes expressly refuses any duty to update any of the forward-looking statements contained herein.
4. LOPES and PATRIMÓVEL: Synergies in the Rio de Janeiro Market RJ Number of Brokers Contracted Sales 1 2007 2008 Business Unit 2,000 MM 1,500 MM 1,064 700 500 MM 364 + 1 Sales expectation in million of reais. 2,500 MM 1,800 MM 700 MM In 2008, the volume of Lopes’ operations in the state of Rio de Janeiro will be close to that posted in the full year of 2006 1 . LOPES acquires 100% of Patrimóvel, the largest real estate brokerage and consultancy in the state of Rio de Janeiro. Lopes will operate under the Patrimóvel and LCI brands, totally separated, but operating processes concentrated in one single back office, generating synergies estimated at R$30 million in NPV.
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6. Value Creation Potential 1 Walk of Lopes’ value creation 1,248 2 210 - 250 52 - 62 30 1,583 – 1,639 LOPES (Market cap) Acquisition Value Goodwill Fiscal Gain Potential Synergies Multiple Accretion 43 - 49 R$(MM) Acquisition of 100% of Patrimóvel Patrimóvel value based on 85% of Lopes’ P/E in 2008 (19.3x) 3 Goodwill creation between R$200 and 240 million 3 Synergies 3 LOPES (Including value added by the transaction) 3 1 This information shall not be understood as guarantee of future performance. 2 Reference date: November 28, 2007. 3 Expectations based on Itaú BBA surveys.
9. Federal District’s Market 1 Managerial Studies 2 Royal’s Expectations Federal District is considered the third largest real estate market in Brazil. For 2007, Contracted Sales is estimated at R$1.45 billion 1 . 2007E 450 2 630 2 40% 2008E Contracted Sales - Royal (R$MM) With Royal’s acquisition, Lopes consolidates its national leading position and is now present in 10 Brazilian states and in the Federal District 1 .
10. Transaction Summary Lopes’ largest acquisition Base Case Valuation of R$ 60 million, considering 100% of Royal Accretion Fixed Payment Earn Out Initial payment divided into installments totaling R$12 MM Variable payment tied to the adjusted Net Income accumulated in 2008, 2009 and 2010, with a R$37 million cap. 11.0x P/E 2008 9.0x P/E 2008 Royal’s acquisition includes a non-compete agreement and a “call/put” mechanism that aligns the interests of the Company, its shareholders and management.
12. – Presence in 10 Brazilian states and in the Federal District – Consolidated position as the largest real estate brokerage and consultancy in Brazil – Sales team of more than 3,600 independent brokers – Leadership in the 5 largest real estate Markets in Brazil: São Paulo, Rio de Janeiro, Federal District, Campinas Metropolitan Region and Southern Region. Lopes’ Map – Geographic Expansion PE SC MG PA DF BA RS PR SP RJ ES