Alantra Partners S A : Activity Review | Reaching New Heights

POSSIBILITY IS IN THE ASCENT

Alantra's Activity Review

Reaching New Heights

SEPTEMBER 2021

Introduction

The strong momentum of global M&A activity has not let up this summer, with more than €500bn transacted in July and August alone, raising the total figure to more than €3tn so far this year. The record activity level evidenced the asymmetric recovery of economies worldwide, the strong appetite from financial sponsors and strategic players, and the abundant availability of capital from traditional and alternative lenders.

In this context, companies need customized solutions to accelerate their business transformation, consolidate their market position or even stabilize their balance sheet. It is increasingly relevant to find partners who have an independent judgment, expert capabilities, and truly global reach. This high conviction approach has yielded strong results for our clients and investors across all our businesses.

As we approach the year's final months, we believe that the conditions driving this gradual, yet asymmetric, recovery will continue.

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Investment Banking

Alantra advised on 109 transactions worth c. €10bn year to date, a firm record, and continued to strengthen its specialized and diverse practice with the appointment of six senior professionals.

109	c. €10bn	#1	#3
DEALS ADVISED TRANSACTED IN M&A	INDEPENDENT ADVISOR	INDEPENDENT ADVISOR
IN 2021 YTD	IN 2021 YTD	TO PE HOUSES IN EUROPE*	IN EUROPE*
(+47.3% YOY)	(+17.2% YOY)

Noteworthy Transactions Advised in 2021

Case study

Focusing ARYZTA by selling its North American and Latam operations

2021		2021		2021		2021

Sell-side advisory	Sell-side advisory		Sell-side advisory	Sell-side advisory

2021		2021		2021		2021

Buy-side advisory	Sell-side advisory		Buy-side advisory	Sell-side advisory

2021				2021					2021				2021

Sell-side advisory		Sell-side advisory	Sell-side advisory	Buy-side advisory

*Source: Mergermarket league table. The ranking includes only independent advisory firms.

CLIENT

ARYZTA AG

TRANSACTION TYPE

Sell-side advisory

ACQUIRER

Lindsay Goldberg LLC

Client description

ARYZTA is a global food business with a leadership position in convenience bakery. Based in Switzerland, it has operations in Europe, Asia, Australia and New Zealand. ARYZTA is listed on the SIX Swiss Exchange. For the nine months ended 1 May 2021, Aryzta reported revenues of c EUR 1.9bn.

Deal description

As part of its acquisition strategy, ARYZTA became heavily indebted over the last few years. In order to reduce the complexity of the business and reduce the leverage, the board of directors decided in the autumn of 2020 to streamline the business announcing the intention to sell its North American and Latin American businesses. Alantra was engaged to support ARYZTA in the disposals in two separate processes.

In March 2021, ARYZTA announced the successful sale of its North American operations for USD 850 million to the private equity firm Lindsay Goldberg.

In August 2021, ARYZTA further announced the successful sale of its Latin American operations to Grupo Bimbo, a world market leader in bakery goods (pending closing).

CLIENT

ARYZTA AG

TRANSACTION TYPE

Sell-side advisory

ACQUIRER

Grupo Bimbo SAB

A successful outcome

• For the North American business, Alantra structured a competitive auction for strategic and financial buyers. Given strong interest in the business, the transaction completed quickly, taking only two months from NBO to Signing
• The purchase price of USD 850 million and the speed of execution were well received within the investor community and exceeded expectations. This was reflected in a strong price increase in ARYZTA's shares after the announcement of over 25%
• The sale of the Latin American business to Grupo Bimbo followed in August. The acquisition enables Grupo Bimbo to complement its current offering with ARYZTA's leading QSR access in the region. Also, ARYZTA was in the process of finalising the construction of a fifth factory in Brazil, hence providing additional capacity which Grupo Bimbo was keen to secure
• Given the experienced local team on the ground, Alantra was able to provide valuable advice with regards to the structuring and negotiation of the transaction.

URS JORDI

CHAIRMAN AND INTERIM CEO | ARYZTA

We are glad to have trusted Alantra once again, as their international scope, industry expertise, and deep knowledge of our business objectives have been key in the successful sale of our American businesses. ARYZTA's disposal program has delivered significant debt reduction and balance sheet strength, which will accelerate the Group's journey to financial stability. In addition, the disposals allow the group to focus on its core business and regions to rebuild its leadership in bakery in Europe and Asia.

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Investment Banking		Investment Banking

Case study

Sale of a leading European provider of prefabricated houses to Goldman Sachs

STEFAN MASER

PARTNER | EQUISTONE

In the past three years, Oikos has achieved an outstanding development. We thank the

Case study

Sale of a leading independent video game developer and publisher

MICHAEL ROGERS TED STALOCH

CO-FOUNDER | ASPYR CO-FOUNDER | ASPYR

Our situation was unique as we had a financing option on the table when the guys at Alantra reached

CLIENT

Equistone / Oikos

TRANSACTION TYPE

Sell-side advisory (M&A and debt)

ACQUIRER

Goldman Sachs

Client description

Oikos Group, which combines the brands Hanse Haus, Bien-Zenker and Living Haus, is one of the leading B2C providers of single and two-family houses with

1. focus on creating future-oriented, sustainable living spaces. The multi- brand strategy provides the group with an excellent position in the market for prefabricated houses and enables it to serve a wide variety of customer groups. From shell construction to turnkey-ready housing solutions, Oikos Group offers its customers houses across all completion stages in accordance with the highest quality and sustainability standards. The group - which, beyond its core market of Germany, is active in Austria, Switzerland, and the UK - currently employs around 1,300 people and increased its turnover to more than €400m in 2020.

Deal description

Alantra advised funds advised by Equistone Partners Europe and the management team on the sale of Oikos Group to West Street Capital Partners VIII, a fund managed by Goldman Sachs.

A successful outcome

• The Alantra deal team structured a competitive auction process and approached international strategic and financial acquirers
• The team conducted virtual pre-marketing meetings with interested parties to convey the equity story, which was followed-up by virtual coffee chats with highly interested parties held by the CEO
• An extensive banking exercise was conducted by Alantra's debt advisory team, resulting in attractive bank and private debt packages
• Competition was maintained throughout the entire process, resulting in a significant number of binding offers
• Achieved a value-maximizing exit for our client in combination with finding the right partner for management to continue Oikos' growth strategy.

Alantra team for their excellent support in positioning Oikos to the investor community and achieving an excellent outcome for management and us.

MARCO HAMMER

CEO | OIKOS

Together with Equistone, we have been able to strengthen our leading position across Europe, targeting important areas such as digitalization as well as expanding our competence in ESG and a sustainable marketing strategy. We made the right choice in mandating Alantra to assist us once again in this important project given their enthusiasm and understanding of our business.

CLIENT

Aspyr Media

TRANSACTION TYPE

Sell-side advisory

ACQUIRER

Embracer Group

Client description

Founded in 1996, Aspyr Media is an independent developer and publisher with more than 24 years' experience in connecting established IPs with new audiences on all platforms. Aspyr has worked with 2K Games since 2006 and has ported over 20 of 2K's games and expansion packs to various devices and consoles including the Borderlands franchise and Sid Meier's Civilization series, among others.

Headquartered in Austin, Texas, Aspyr boasts a team of 140 seasoned developers led by its original founding team. In 2020, Aspyr posted revenues of $40.6 million and $11.4 million of Operational EBIT.

Deal description

Alantra advised Aspyr Media, an independent video game developer and publisher, on its sale to Embracer Group AB for up to $450m

A successful outcome

• Alantra completed fast but thorough preparation to best position the company for bilateral negotiation with Embracer Group: a world-class independent video game publisher / developer with long track- record of consistent, profitable growth, and huge potential future upside brought by the commercialization of unique tent-pole IPs that the Company recently acquired
• Alantra established a competitive deal structure with a highly attractive upfront and earnout consideration structure which rewards seller for the steadily growing base publishing business and guarantees upside for the potential commercial success of pipeline titles
• The deal team operated under a highly compressed timeline: less than three months from project kick-off to the signing of definitive documents
• The deal team anticipated and resolved highly complex due diligence and transaction issues and negotiated a highly optimal tax structure and preferential cash/ stock mix for the sellers.

out to us. Understanding the timing sensitivity, Alantra pushed extremely hard and got the deal with Embracer signed in only 75 days! They worked around the clock, across multiple time zones

• early mornings, late nights, weekends - they did it all. I'm not sure we've ever had a partner that was as committed to the success of our relationship as Alantra. These guys are top notch… I would recommend them any day.

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Investment Banking

Case study

Sale of Europe's leading provider of haircare services and products

MARC AUBLET

CEO | PROVALLIANCE

With Franck Provost and his family, we have been building a strong European group in the hairdressing

Case study

Investment in leading product strategy advisor to pharma and biotech industries

JAMIE DENISON-PENDER

CEO | PRESCIENT HEALTHCARE GROUP

We are thrilled to be partnering with Bridgepoint, which has an impressive track record supporting

CLIENT

Provalliance

TRANSACTION TYPE

Sell-side advisory

ACQUIRER

Core Equity Holdings

Client description

Founded in 1975 by Franck Provost, Provalliance is Europe's leading provider of haircare services and products and is the second largest hairdressing company worldwide. The company has a global network of over 3,200 salons operating under 17 separate, leading brands, including Franck Provost and Jean-Louis David. It also operates Bleu Libellule, a fast-growing omnichannel distributor of professional haircare products. Provalliance generates revenues under its brands of approximately €1.5bn. The group employs nearly 7,000 people.

Deal description

Alantra advised the shareholders of Provalliance, Europe's leading provider of haircare services and products, on the sale of a majority stake to private equity investor Core Equity Holdings.

A successful outcome

• Despite the current context, with most of its salons and POS closed for six months during 2020, the qualities of its brands and its retail network raised some interest towards Provalliance at the beginning of September 2020. Alantra managed to organize a limited but intense competition for this unique asset and negotiated a transaction preserving the development capacity of the Group while satisfying the patrimonial interests of the Provost family and the managers associated with the capital
• This transaction is the outcome of a long term relationship with Provalliance and its shareholders, which Alantra's team members have supported over the last ten years
• This transaction also demonstrates the benefits of Alantra's full service offering to clients, including M&A, financing, and MIP advisory.

services and professional haircare product distribution since the 90's. We have been very satisfied by Alantra's involvement along our side over the last decade. Alantra has always been supportive in our development and expansion abroad and committed to our success. The latest operation, the acquisition of a majority stake

in Provalliance by Core Equity Holding, is a major milestone in the Group's history.

CLIENT

Prescient

TRANSACTION TYPE

Sell-side advisory

ACQUIRER

Bridgepoint

Client description

Founded in 2007, Prescient is headquartered in London and has offices in the US, India and China. The business provides product strategy services to help its clients make better clinical and commercial decisions, resulting

in enhanced outcomes for patients. Prescient works with many of the leading multinational pharmaceutical companies, as well as a growing number of emerging biotech and specialty pharmaceutical organizations.

Deal description

Alantra advised Prescient Healthcare Group on investment from Bridgepoint Development Capital

A successful outcome

• Alantra's Healthcare team have known Prescient for many years. They were appointed due to their significant experience of working with pharma services businesses and record of identifying strategic partners and delivering investment solutions
• Their role encompassed advising the shareholders on the options available to support the next stage of Prescient's growth, designing the deal process, identifying and educating potential partners and supporting the team to enable an efficient process through to completion
• Prescient has formed a partnership with Bridgepoint to support the continued scaling of its talent platform, client value proposition and global infrastructure.

the scaling of people-based businesses. Bridgepoint buys into our mission of becoming the biopharma strategy partner most respected for its people, expertise and impact. I'm excited by the collaborative approach and hunger for excellence that Bridgepoint will bring to the boardroom and look forward to our partnership as we continue to invest in our passion for helping our amazing clients develop and commercialize innovative treatments that bring such hope and relief to patients globally.

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