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  2. 2 P R I V A T E & C O N F I D E N T I A L TABLE OF CONTENT I. Market trends in the F&B sector 03 III. Our expertise, added-value & methodology in the F&B sector 12 IV. About GEREJE Corporate Finance 25 II. M&A trends in the F&B sector 07
  4. 4 P R I V A T E & C O N F I D E N T I A L 5 839 7 526 8 638 11 980 - 2 000 4 000 6 000 8 000 10 000 12 000 14 000 2020 2023 2025 2030 +7.5% CAGR F&B MARKET AND KEY TRENDS Sources : Forward Fooding, The Beet, The Business Research Company, Innova Market Insights study Plant-based alternatives segment is growing § CAGR of 13% (2022-2030) to reach $20bn by 2030 (vs. $7.4bn in 2022) The rise of alternative proteins § $5bn raised in 2021 (+60% vs 2020) Public awareness on the health effects § Plant-based alternative segment + 13% vs. retail food market +2% § Health and environmental issues continue to drive consumer choice Global F&B industry market size (in $bn) 2020-2030 DigitalFoodLab projected €900m of investments in 2022 for French FoodTech companies (+43% vs.2020). In the coming years the investments will be focused on 1) the plant-based alternatives, 2) omnichannel food, 3) personalized food and 4) in Agtech, given that:
  5. 5 P R I V A T E & C O N F I D E N T I A L MUTATION OF THE SECTOR 1/2 : DIGITALIZATION Sources : Digital Silk, Just Search, Emergen Research Acceleration of e-commerce § Global F&B e-commerce = CAGR of 22% (2022-2026) Social Media & online reviews to increase visibility & sales § F&B brands dominate Twitter with 32% share of tweets § 91% of users say that positive online reviews impact their choices AI technologies and real-time analytics play key roles § 45% CAGR (2021-2026): $3bn in 2020 vs. $30bn by 2026 6% 7% 10% 12.5% 17% 24% 0% 5% 10% 15% 20% 25% Online Food Delivery Online Grocery Service OTT & Convenience Service 2021 2030 The weight of technology in the F&B revenue market (2021 vs 2030)
  6. 6 P R I V A T E & C O N F I D E N T I A L Sources : Hungry Venture, Good Seed Ventures, (Food Tech Report 2021), Malou, Forward Fooding, GEREJE Corporate Finance 124 239 0 50 100 150 200 250 2021 2027 Online food delivery market size worldwide from 2021 to 2027 (in $bn) + 1 1 % C A G R MUTATION OF THE SECTOR 2/2 : FOOD DELIVERY More consumers on apps § +25% of new users of online food delivery (2022 vs 2021) More sellers on apps § Dark kitchens are growing +25% per year (since 2018) § Planning capacity for online deliveries has increased by 200% in 2021 (vs. 2019) Food delivery growth is faster than onsite ordering § Since 2014, digital orders for food have been growing at X3 the rate of onsite ordering § 67% of amounts raised by FrenchFood in 2021 went to food delivery startups
  8. 8 P R I V A T E & C O N F I D E N T I A L M&A TRENDS – VALUATION METRICS Company Size § The largest the company, the higher the multiple with key thresholds (10M revenue; 50M revenue; 100M revenue…) Profitability § EBITDA margin compared to peers may be the most important comparison criteria when the companies’ sizes are similar Market position § A leading position within a local market improves a valuation multiple, on the other hand, a mid-tier position will drive a lower valuation. Within the same sector, valuation multiples vary according to the size, profitability, and market positioning of the company
  9. 9 P R I V A T E & C O N F I D E N T I A L TEV/EBITDA Target Buyers Transaction Value €90m €10.8m €12m €80m €25m Information Hilton Food Group (UK): a leading multi-protein producer Foppen (NL): smoked salmon producer Ewalco (Sweden): Raw ingredients supplier in food and animal feed industry Pastas Gallo (Spain): a pasta products producer Ta-tung (Spain): a pre-cooked Asian food producer Flagstone Foods (US): the Snack Division of TreeHouse Foods, a leading producer and supplier of private label packaged F&B Capuzzo & Frubella (Italy): fruits & vegetables processing companies Date Dec. 2021 Jun. 2021 Jul. 2020 Jul. 2019 Apr. 2019 Learn more here here here here here 9,0x 7,1x 6,0x 3,7x 5,6x RECENT TRANSACTIONS Source : Mergermarket, Fusacq, GCF Research Click on the logo to access the website
  10. 10 P R I V A T E & C O N F I D E N T I A L TEV/EBITDA Target Buyers Transaction Value $150m €190m €80m $30m €500m €40m Information Enoitalia (IT): a global leader of Italian wine Natra (ES): chocolate manufacturer La Galvanina (IT): mineral water and organic drinks company Purple Carrot (US): a plant-based meal delivery provider Grupo Iberconsa (ES): an Argentine red shrimp and frozen hake business Lily O’Brien’s (Ireland): chocolate manufacturer Date June 2021 July 2019 June 2019 May 2019 March 2019 January 2018 Learn more here here here here here here 8,9x 5,5x 8,0x 8,0x 5,3x 5,7x RECENT TRANSACTIONS Source : Mergermarket, Fusacq, GCF Research Click on the logo to access the website
  11. 11 P R I V A T E & C O N F I D E N T I A L RECENT TRANSACTIONS Date Buyers Target Transaction Value Information Learn More Apr. 2022 - Herbarom (FR): essential oils and food supplements specialist Rodael (FR): pharmaceutical laboratory here Apr. 2022 €26.5m Umiami (FR): producer of 100% vegetable-based poultry fillets here Apr. 2022 €3.5m Hubcycle (FR): transforms today's waste into tomorrow's food here Jan. 2022 €130m Deliverect (FR) : online order management here Dec. 2021 €25m La belle vie (FR): foodtech start-up in home delivery delicatessen here Source Mergermarket, Fusacq, GCF Research, MBA Capital Click on the logo to access the website
  13. 13 P R I V A T E & C O N F I D E N T I A L OUR EXPERTISE & ADDED VALUE 1/2 We have a solid track record in the F&B industry. We have a direct access to > 530 companies in this specific sector in Europe, Asia, and internationally 1. Our Expertise & Experience in the F&B sector Our multicultural teams with our own offices in Europe and in Asia (Paris, Singapore, Geneva, Lyon, Nantes, Vienna, Lisbon, Munich), and our partners in the Middle East, Africa and the US 2. Our International presence Entrepreneurs close to Entrepreneurs = reactivity & adaptability 3. Our “entrepreneurial” culture Privileged access to > 600 investors (Cap development funds, VC, debt funds, Family Offices), with a specific interest in the F&B industry 4. Our Privileged access to Strategic & Financial Investors
  14. 14 P R I V A T E & C O N F I D E N T I A L We prefer to act over the long term as partners alongside business leaders 5. Advisor & Partner With over 80 closings between 2016 & 2022, GEREJE is No. 1 & No. 2 between 2016 & 2021 in the Advisory Fusacq ranking – Corporate banking fundraising rankings in France 6. Our Track-Record Our expertise in structuring complex operations : Earn-Out, Management Buy-Out, Owner Buy-Out, Joint Venture… 7. Our Expertise in complex structuring We work with no conflict of interests and ensure confidentiality & discretion 8. Our independence OUR EXPERTISE & ADDED VALUE 2/2
  15. 15 P R I V A T E & C O N F I D E N T I A L Small Cap companies ~120 companies in Europe, Asia and Worldwide - listed in our proprietary data base Mid Cap companies ~300 companies in Europe, Asia and Worldwide - listed in our proprietary data base ● ● ● OUR DIRECT ACCESS TO STRATEGIC PLAYERS
  16. 16 P R I V A T E & C O N F I D E N T I A L Financial Investors ~700 investors (PE, VC, CVC, Family Offices, etc.) with a specific interest in the sector - listed in our proprietary data base OUR DIRECT ACCESS TO POTENTIAL INVESTORS B VALUE INVEST Strategic investors ~100 strategic investors - listed in our proprietary data base ● ● ● FOOD INVEST
  17. 17 P R I V A T E & C O N F I D E N T I A L 17 Fabrice LOMBARDO Founder & CEO of GEREJE Corporate Finance Expertise at the international level, in Europe, Asia (especially ASEAN), Middle East & Africa, in GEREJE’s 8 key sectors Education: BBA at Oxford Brookes Université, Grenoble Business School, Executive MBA at ESSEC, SFAF Certified Key Points: ● + 12 years in Business Dev. (multinationals) ● Creation of GEREJE: 2008 ● +100 deals closed OUR EXPERTISE IN THE F&B SECTOR 1/2 EXPERIENCE & EXPERTISE Ø + 15 years in M&A consulting for SMID & Large Caps Ø Buy-Side Mandate & Sell-Side Mandate Ø Fundraisings (Equity / Debt) Ø Valuation & Structuring Ø Speaker & Lecturer at ESSEC Paris, EGE, EDC Paris BS Ø Specific expertise in F&B § Alain Milliat, DANONE, LACTALIS, Château d’Esclans, KATRINA Group, etc.
  18. 18 P R I V A T E & C O N F I D E N T I A L 18 OUR EXPERTISE IN THE F&B SECTOR 2/2 Olivier JOB Senior Advisor at GEREJE Corporate Finance, Lyon Expertise in the luxury/F&B/tourism industry, in France and internationally Key Points: ● + 30 years of experience in luxury industry ● + 15 partnerships created ● Founder of LUXURY.CX EXPERIENCE & EXPERTISE Ø Creation of partnerships in the F&B & Luxury industry Ø Franchises, Licences, Transfer of companies’ know-how Ø Fundraisings Ø Business Development Ø Event/Brand Management Ø Marketing Strategy Ø Consultant in F&B § Wine & Business Club, Escoffier Ritz Paris, Le Cordon Bleu, The Bubble Lounge Champagne, Sopexa, etc.
  20. 20 P R I V A T E & C O N F I D E N T I A L OUR BUY-SIDE METHODOLOGY Option: Preparation of a "Long-List" of potential targets in the targeted sector and geographical area and ranking them in order of interest and according to M&A criteria (sales, EBITDA, etc.) Initiate contact between GEREJE and the target(s) (without giving the name of the client) to validate their actionability Meeting between GEREJE and the client to select a short list of targets to be approached in phase 2 Assist our client in the final Due Diligence Optimize the discussions between all involved parties: legal, audit, accounting… Advise on the best strategy and tactic for final negotiations with the target(s) until closing. Assist in the drafting & proof-reading of final contracts. Drafting & negotiation of a Letter of Intent (LOI) Management of client’s questions & requests (Q&A) Optimize the negotiations with the target Advise on the best structuring (equity / debt / mix) in the interest of the shareholders Option : Preparation of a strategic and financial note (detailed profile of the target) for the client Signing of the Letter of Intent (LOI) Signing of a Reciprocal Confidentiality Agreement (RCA). Meeting between the target and the client to confirm the strategic fit and the mutual willingness to enter negotiations Phase 1 – 1 to 3 months Market Screening & Preliminary Approach Phase 2 – 4 to 9 months Maximization of Negotiations – Signing of LOI Phase 3 – 2 to 4 months Final DD – Offer – Optimization of the Closing
  21. 21 P R I V A T E & C O N F I D E N T I A L BUY-SIDE BEST PRACTICES [1/2] DEFINE clear & ambitious strategies for yourself & the potential target 1 2 BE PROACTIVE: approach actionable and specific targets à value creation 3 TIME is the essence: giving rhythm by respecting a structured process 4 COMMUNICATION: take the time to explain every step until the closing 1 2 3 4
  22. 22 P R I V A T E & C O N F I D E N T I A L BUY-SIDE BEST PRACTICES [2/2] OPTIMIZE the structuring to align the interests regarding valuation 5 THINK about the forward value by working on a joint business model 6 ANTICIPATE tax and legal issues (shareholders' agreement) 7 ANTICIPATE the cultural differences (cross border) 8
  23. 23 P R I V A T E & C O N F I D E N T I A L OUR TAILOR-MADE FUNDRAISING & SELL SIDE PROCESS Phase 1 – 1 to 2 months Preparation phase Financial analysis (past results and business plan) Structuration (equity/debt/mix) Electronic dataroom (docsend) Blind Teaser on our online platform In order to optimize the process, it is essential to prepare the project seriously, explain the use of the funds and demonstrate the positive impact on turnover and margins Phase 2 – 2 to 6 months Selection, teasing and approach of investors Maximization (digital) of the investor approach process (electronic NDA) Checking of candidates’ seriousness and motivation Management & Optimization of negotiations Optimization of different structuring options for the deal Phase 3 – 1 to 2 months Closing optimization Optimization of the Due Diligence process Optimize the discussions between all involved parties: legal, audit, accounting… Advise on the best strategy and tactic for final negotiations until closing. Advise on the different structuring schemes including earn out Analysis and validation of the final offer Prepare a Strategic & Financial Note for investors Negotiation and signature of the Letter of Intent (LOI) Transition to phase 2 after mutual consent
  24. 24 P R I V A T E & C O N F I D E N T I A L DIFFERENT TYPE OF INVESTORS Strategic and financial investors have different investment criteria and objectives involving different sales strategies and structuring scenarios themselves • Strategic investors are often competitors, suppliers or customers of the target. • Their objective is to identify companies whose products or services can be integrated in synergy with their existing portfolio or gain market share, in order to create long-term value for their shareholders. • The main driver of the acquisition is strategic (vs. rapid return on investment). These buyers may also be unconnected to the target and seek to expand in its market to diversify their revenue sources. Strategic investors • Financial investors/buyers include private equity firms, hedge funds, family offices ... • These players make investments in companies and achieve a return on investment within 5-7 years with a sale or IPO. • Some Family Offices have an unlimited time horizon and can invest large sums of money to support the growth of the business at all stages of its development. Financial investors These buyers have fundamentally different objectives, so the way they will approach the activities of the targets in an M&A process will differ considerably.
  26. 26 P R I V A T E & C O N F I D E N T I A L THE “GEREJE” PHILOSOPHY In the 13th century, the Emperor Kublai Khan awarded Marco Polo a gold tablet in the form of a long piece of currency named « GEREGE » along with a password, which ensured numerous privileges to the beholder. With this golden passport, Marco Polo obtained all necessary protections, supplies and assistance which included horses, food and equipment for his safe return to Venice accompanied by his immense fortune. The GEREJE, first diplomatic passport, ensuring safe and secure cross border transactions, is a powerful symbol matching perfectly our mission and goals GEREJE team members share a common passion in dealing with cross border transactions and are united around the GEREJE symbol reflecting our mind set as well as our working philosophy.
  27. 27 P R I V A T E & C O N F I D E N T I A L OUR WORLDWIDE REACH We are an independent M&A firm with an “entrepreneurial” culture, providing both strategic and financial advisory services, composed of a multidisciplinary team based between Europe & Asia Our Corporate Film EUROPE § Paris § Lyon § Geneva § Nantes § Vienna § Lisbon § Munich ASIA § Singapore § Hong-Kong EUROPE MOYEN-ORIENT ASIE
  28. 28 P R I V A T E & C O N F I D E N T I A L EXECUTION TEAM ENSURING THE QUALITY OF THE DOCUMENTS Fabrice LOMBARDO Founder & CEO Antoine ALEMANY Partner, Lisbon Clarisse SUN M&A Associate, Paris Laurent GOBINET Partner, Nantes Hélène PEYRUSQUE M&A Analyst, Paris Hugo MONNET M&A Vice President, Lyon Servais MICOLOT Partner, Geneva Jeff CZELUSTA M&A Director, Munich
  29. 29 P R I V A T E & C O N F I D E N T I A L SENIORS BRINGING SECTOR & GEOGRAPHIC EXPERTISES François LAURENT Senior Advisor, Hong-Kong Olivier JOB Senior Advisor, Lyon Jean de MORAS Senior Advisor, Paris Arnaud BEASSE Senior Advisor, Vienna Maurice LAM Executive Director, Singapore Gregory LAM M&A Vice President, Singapore Bertrand LAM Partner, Singapore
  30. 30 P R I V A T E & C O N F I D E N T I A L Partial or Total Sell mandate Managing and Optimizing a sell process, leveraging on our structuring experience, valuation expertise & international network to maximize the transaction price. Using every financial tool to align the interests of all parties. OUR SERVICES The quality of our services relies in our 100% in-house team enabling us to manage the entire transaction process, thereby ensuring efficiency, confidentiality and tangible results Buy mandate / Acquisition / Joint Ventures Optimizing external cross-borders expansion strategies. Global Knowhow, Local Approach Strategic Advisory – Business Consultancy The experience and operational know-how of the senior team allows us to optimize the development strategies of companies and thus facilitate the management of corporate finance issues (Fundraising or acquisition) Fund raising mandate & IPO – Capital development Structure a solid & realistic business plan in order to maximize the valuation forward and raise the capital needed (Equity, Debt, Convertible Shares). Local Markets Approach and Implementation Assistance for IPO to maximize forward value & optimize Transaction Structuring
  31. 31 P R I V A T E & C O N F I D E N T I A L OUR PROVEN METHODOLOGY GEREJE is recognized for the quality of its documents (strategic & financial analysis) based on personalized execution, enhanced by a multidisciplinary team acting under one hat ! Execution Excellence Each assignment is managed by one Team leader to optimize the process We rely on our own proprietary research Our mandates are on an exclusivity basis only, including fixed and success fee Our mandates are tailor-made We manage 100% of the Transaction coordinating the process We deliver regular reports to optimize the momentum Our digital platform allows us to have constant access to all the necessary information
  32. 32 P R I V A T E & C O N F I D E N T I A L OUR REFERENCES– SMID & LARGE CAP Click on the logo to access the website.
  33. 33 P R I V A T E & C O N F I D E N T I A L OUR STRONG NETWORK OF PARTNERS Our solid network of partners in Europe and Asia enable us to get qualified, updated information in order to accompany our clients and create value. EUROPE Access to +1,100 Family Offices +150 banks & private bankers +100 law firms ASIA Access to +700 Family Offices +200 banks & private bankers +150 law firms Partnership signed with Business France (website) in 2021 Coverage of 110 countries, offering a direct access to international investors
  34. 34 P R I V A T E & C O N F I D E N T I A L TESTIMONIES In this complicated economic environment, the support and involvement of the GEREJE teams were key to the success of the project. Mr. François- Denis POITRINAL Founder & CEO Thank you for the excellent work done by the GEREJE team. Mr. Kaci KÉBAÏLI Founder & Chairman GEREJE supported us successfully & diligently in structuring our fundraising process so we can keep control of our company, They did a great job at finding the right investors for our projects! Mr. Francois CHABANIAN Founder & CEO In this complicated economic context, the support and involvement of the GEREJE teams were key elements in the success of the operation Mr. Guillaume RAGUET CEO *click on a logo to access the website
  35. 35 P R I V A T E & C O N F I D E N T I A L Articles Surveys EHL Insights - Top 10 Trends in the F&B Industry EY - Retour sur le secteur de l'alimentation et des boissons Allens - M&A trends in the food and beverage sector Common Thread - The Digital Future of Consumables in the Ecommerce World Brandwatch - Trends in the F&B Industry for 2022 Emergen Research - Food Tech Market Agritech and Foodtech towards new French unicorns The trends of the food industry Roadmap for innovation, digitalisation and investment What are the major challenges of the food industry in 2023 ? WTW - Global Food & Beverage Survey Report TriStar - Food and Beverage Industry Overview Comment nourrit-on le monde aujourd'hui? KPMG - Covid-19 : Food & Beverage Sector Dynamics Deloitte - Impact on food & beverage consumer products companies Dealroom - The State of European Food Tech 2021
  36. DISCLAIMER This presentation is being distributed against the signature of a Non-Disclosure Agreement and is strictly confidential. This presentation may not be reproduced, summarized or disclosed, in whole or in part, without the prior written authorization of GCF, and by accepting this presentation you hereby agree to be bound by the restrictions contained herein. This presentation is based on publicly available information and/or data provided by GCF’s client which have not been independently verified by GCF. Any estimates and projections contained herein involve significant elements of subjective judgment and analysis, which may or may not be correct. Neither GCF nor any of its affiliates, or any of its direct or indirect shareholders, or any of its or their respective members, employees or agents provides any guarantee or warranty (express or implied) or assumes any responsibility with respect to the authenticity, origin, validity, accuracy or completeness of the information and data contained herein or assumes any obligation for damages, losses or costs (including, without limitation, any direct or consequential losses) resulting from any errors or omissions in this presentation. This presentation was prepared by GCF (GEREJE Corporate Finance) exclusively in the framework of an agreement for the benefit of its clients in connection with the possible Transaction. GCF has duly and professionally challenged all information & data provided by our clients, including past & existing figures, assumptions of the Business Plan as well as the professionalism of the management team/ shareholders. The economic valuations and proposed deal structuring contained in this presentation are fair and based on current market practices, which may change significantly over a short period of time. Changes and events occurring after the date hereof may, therefore, affect the validity of the information contained in this presentation and GCF assumes no obligation to update and/or revise this presentation or the information and data upon which it has been based. GCF designates the companies, whilst legally they are independent entities, sharing GCF corporate identity, logo, documents, working methodology & ethical rules. All GCF offices are working as an integrated group of companies under the governance of a written agreement for the interest of the clients. GCF legal entities are privately owned and independent structures. GEREJE Advisory Asia Pte Ltd (Singapore) is MAS (Monetary Authority of Singapore) Exempt Corporate Finance Advisor © Copyright 2023 GEREJE Corporate Finance. All rights reserved
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