Company Presentation Callista Management Summary Callista Private - PowerPoint PPT Presentation

Company Presentation Callista

Management Summary § Callista Private Equity focuses on the acquisition of majority Sector focus stakes in companies, business units or non-core group Industrial assets facing special situations. Retail Tourism § Our targets are typically loss making or otherwise distressed TIMES entities such as underperforming subsidiaries or non-core operations which act in a difficult market environment Aviation Automotive § Our success is based on improving operational and financial High-tech structures and implementing a consequent focus on sustainable growth on a standalone basis. Investment Focus Revenues of EUR 10m – EUR 200m § Callista’s team of operationally experienced experts Working capital secured for 6 months concentrates on the initial carve-out and an immediate Negative EBIT, continuously initiation of the turnaround by improving business structures. underperforming Majority/ controlling stakes only § We focus on the carve-out and restructuring process, Complex carve-out situations targeting sustainably improving profitability via a Clear operative upside potential repositioning or increased focus on new growth perspectives. 2

Advantages for the Seller § The seller of a consolidated group unit or affiliated non- core operation benefits by not having to allocate further The seller can re-focus on profitable core management resources to that unit group operations § The management of the selling entity can re-focus on core operations. The portfolio adjustment creates room for further profitable growth of the parent company § Additionally the seller is released from the obligation to Takeover of reputation risks and financial balance negative cash flows and the often unpredictable obligations refinancing needs § Callista puts emphasis on a speedy transaction providing the seller with quick relief of the non-core asset and speed up the implementation of vital restructuring measures Profit participation after successful restructuring and divestment § If wished, we provide the seller with a post restructuring pre-emption right as well as an earn-out scheme for the case of a sale or the payment of dividends 3

Our Approach Callista puts great emphasis on a speedy transaction, enabling a cost efficient process and speeding up the implementation of vital restructuring measures. This aims at increasing the likelihood of a successful turnaround. § Callista seeks to acquire majority stakes in order to take over the control of the entity, thus enabling an efficient and sustainable turnaround § Analysis and due diligence of the target company as well as the development of a business continuity concept are corner stones of the transaction process § Prior to the closing of the transaction we develop a master plan, which will be aligned with the seller’s interest, containing measures forming of our 100-days-plan § In the first 100 days after closing we concentrate on the carve-out and the immediate implementation of major restructuring measures targeting the streamlining of operational and financial structures § After the turnaround and restructuring we seek a divestment to a strategic investor adding value to both entities 4

Services – Carve-Out We are specialized on spin-offs of group or holding operations. These carve-out measures are focused on directly following the closing and the initiation of the restructuring process § IT-Systems: The disentanglement of IT-systems contains the migration of data and applications from existing databases and application landscapes. Typically, solutions for ERP-systems, CRM-systems and productive applications like material management and production planning have to be migrated § Accounting & Controlling: In the case that controlling and accounting services were provided by the group, it is important to immediately create new service centers § General Management: Typically we are building on the experience of the existing management. If necessary, we are able to fill gaps with own personnel or industry experts § Rebranding: As far as brands remain with the seller, we are creating a new brand directly after closing, meeting the new requirements of the carve-out company § Insurances: As insurance is typically provided via group contracts, it has to be analyzed if their conditions can be prolonged or have to be for the new situation, post transaction 5

Investment Focus § Callista Private Equity focuses on the acquisition of majority stakes in distressed companies, business units or non-core group assets with negative EBIT-margins § Our targets are typically loss making or otherwise distressed entities such as underperforming subsidiaries or non-core group operations of multinationals § Our focus also encompasses complex carve-out situations in which we see a high upside potential when operating on a standalone basis once restructured § We add value by improving operational and financial structures and implementing a consequent focus on sustainable growth of mismanaged companies § We are targeting companies with sales between EUR 10m and EUR 200m whereas our sweet spot lies between EUR 30m and EUR 50m. Our regional focus is Europe § We are largely industry agnostic. However, we exclude outright insolvency cases and do not consider capital or research intensive sectors like real estate, infrastructure, pharmaceuticals and biotech 6

Recent Transactions July 2015 Restructuring Advisory April 2014 April 2014 July 2014 Callista Private Equity GmbH & Co.KG Callista Private Equity GmbH & Co.KG Callista Private Equity GmbH & Co.KG Callista Private Equity GmbH & Co.KG Callista Private Equity GmbH & Co.KG acquired acquired acquired has sold for Airwell Group France ¡ from ¡ ¡ ¡ ¡ ¡ from to from ¡ ¡ ¡ ¡ ¡ ¡ ¡ ¡ ¡ ¡ ¡ ¡ ¡ ¡ ¡ ¡ ¡ ¡ ¡ ¡ 7

Recent Transactions Restructuring Advisory Callista Private Equity GmbH & Co.KG § Callista advised the Airwell Group France in the divestment for Airwell Group France process of its subsidiary Pons § Company seeking to divest its France subsidiary WESPER industries located in Pons, France ¡ ¡ ¡ ¡ ¡ April 2014 Callista Private Equity GmbH & Co.KG § MWK Renningen and MWK Schwaebisch Gmuend defined as non-core acquired assets of seller Georgsmarienhuette Holding § MWK Renningen to be restructured after carve-out of group § MWK Schwaebisch Gmuend as supplier company to MWK Renningen § MWK Schwaebisch Gmuend was sold to strategic investor on high from multiple ¡ ¡ ¡ ¡ ¡ ¡ 8

Case Study – MWK Schwaebisch Gmuend – The Situation § Callista acquired MWK Schwaebisch Gmuend together with MWK Renningen in April 2014. Both companies were formerly owned by GMH Georgsmarienhuette Holding § The aluminum foundry is a leading German specialist in sand casting and produces high quality heat exchangers in small to medium sized lots for the heating industry § At the date of acquisition, MWK Schwaebisch Gmuend was profitable whereas MWK Renningen continuously generated losses § Both units were closely linked to each other and were fully embedded into the group structure of the selling company § Our investment thesis of the transaction was that MWK Schwaebisch Gmuend delivers a turnaround contribution to its sister entity MWK Renningen 9

Case Study – MWK Schwaebisch Gmuend – Our Approach § Major measure post transaction was the carve-out from the selling entity Georgsmarienhuette Holding as well as the separation of its loss-making sister company MWK Renningen § Separation of both entities’ IT-Systems, allocation of the companies customer base as well as re-branding of the companies § MWK Schwaebisch Gmuend has been aligned on a standalone basis to sustainable profitability without any further dependencies on a group structure 10

Case Study – MWK Schwaebisch Gmuend – Divestment § In August 2014, MWK Schwaebisch Gmuend was exited to EUROTECH B.V., a European leader in high precision aluminum sand castings and solutions § The divestment proceeds will finance the restructuring of MWK Schwaebisch Gmuend´s former sister company MWK Renningen § Further strategic collaboration between MWK Schwaebisch Gmuend and MWK Renningen has been agreed upon with the new owner EUROTECH 11

Our Team Olaf Meier Christian Muschick Investment Manager Chief Executive Officer • Deputy Head of Research and COO Silvia Quandt Research GmbH • Chief Financial Officer of intl. Private Equity firm • Degrees in Economics and Finance • 17 years of relevant experience in management • Seasoned equity analyst and strategy consultant functions with focus on capital markets communications • Leading role in restructuring team of Software company • Lawyer and owner of German law firm focusing on business law Marc Zube Martin Scheiblegger Investment Associate Chief Operations Officer • University Munich, intl. management and law with • CEO/COO/CIO roles at ITC, SW, Services focus on M&A companies (>10 y experience in Europe & US) • Experienced Business Analyst • 12 years of relevant experience in intl. • Financial modeling and business valuation management consulting • Investment research • Responsible manager for several restructuring and • Deal structuring PMI projects 12