THE NORDIC CONSUMER SECTOR M&A ACTIVITY AND PRICING H2 2016

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1 THE NORDIC CONSUMER SECTOR M&A ACTIVITY AND PRICING H

2 101 TRANSACTIONS IDENTIFIED IN H EXECUTIVE SUMMARY This briefing on the consumer sector is primarily focused on fast moving consumer goods (FMCG), retail/e-commerce and the food sector Nordic M&A has identified 101 transactions in the Nordic consumer sector in H vs. 95 in H2 marking a small increase of 6,3% in # of transactions We do not see any significant indications in the market that lead us to believe that the volume measured in # of transactions will change significantly in the coming year Sweden had the highest # of deals at 42 followed by Denmark with 26 deals, Finland with 18 deals and Norway with 15 deals Inter-Nordic transactions still make up the largest part of transactions in small and mid-size companies and around 84% of the identified transactions have been sold to strategic/industrial buyers Private Equity players have continued their interest in the consumer area seen in H again consisting of around 21% of buyers. PE deals in H include FSN Capital s acquisition of bygghemma.se in Sweden and Ratos takeover of Plantasjen in Sweden The most significant deals in H2 were Lakrids by Bülow sold to Swedish private equity Valedo Partners and the shares sold in Bang & Olufsen to Chinese investors. The food sector in particular has shown a high level of activity. In H2, 2016 the median EV/EBITDA multiple for listed Nordic consumer companies was 11.3x. Normally a discount of 20-40% is deducted in order to valuate a small-midsize company compared to a listed company Only 28% of transactions have available transaction values and to prevent biased predictions no average transaction multiples have been calculated INDEXED SHARE PERFORMANCE OF SELECTED COMPANIES 90 Jan Jul Jan 2016 Jul 2016 Jan 2017 DEVELOPMENT IN NUMBER IN NUMBER OF IDENTIFIED OF TRANSACTIONS H1 H2 H H ,3% *Share performance is based in equally weighted averages Source: Capital IQ 2

3 OVERVIEW OF H NORDIC CONSUMER TRANSACTIONS n n n n COMMENTS Nordic M&A has identified 101 Nordic consumer transactions in H % of companies were acquired by industrials Highest deal activity in Sweden followed by Denmark, Finland and Norway 84% of the companies were sold to players located in the Nordics Industrials: 79 BREAKDOWN OF DEALS BY EXIT TYPE PE: 22 BREAKDOWN OF DEALS BY TARGET S COUNTRY BREAKDOWN OF DEALS BY ACQUIROR S REGION Norway: 15 Denmark: 26 Rest of Europe: 9 RoW: 7 Sweden: 42 Finland: 18 Nordic: 85 Source: Capital IQ and Nordic M&A 3

4 NOTABLE NORDIC CONSUMER TRANSACTIONS IN H TARGET ACQUIROR DEAL VALUE DKKm EV / SALES EV / EBITDA 421,3 1.9x N/A 433,5 0,9x N/A 979,5 0,8x 7,8 * Source: Capital IQ and Nordic M&A * Imerco and Inspiration have agreed to merge 4

5 CURRENT TRADING MULTIPLES FOR LISTED NORDIC CONSUMER COMPANIES 2,0x 1,9x 1,8x 1,7x EV/SALES 15,0x 14,5x 14,0x 13,5x EV/EBITDA 1,6x 1,5x 1,4x 1,3x 1.44x 13,0x 12,5x 12,0x 11,5x 1,2x 1,1x 1,0x Jan Jul Jan 2016 Jul 2016 Jan ,0x 10,5x 10,0x Jan Jul Jan 2016 Jul 2016 Jan x 22,0x P/E 120 SHARE PRICE - INDEXED 21,0x 115 I: 111, 4 20,0x ,0x ,0x 17,0x 17,2x ,0x Jan Jul Jan 2016 Jul 2016 Jan Jan Jul Jan 2016 Jul 2016 Jan 2017 Source: Capital IQ Note: Equally weighted averages 5

6 TRADING MULTIPLES FOR SELECTED LISTED NORDIC CONSUMER COMPANIES EV / SALES 2016A & 2017E 5.7 5,21 4,45 EV/SALES A EV/SALES E Median EV / s 2016A: 1.4x Median EV / s 2017E: 1.3x 1,98 1,91 1,78 1,87 1,83 1,5 1,6 1,58 1,5 1,37 1,37 1,45 1,35 1,25 1,3 1,26 1,02 0,99 1,00 0,97 0,63 0,61 0,54 0,52 0,49 0,45 Pandora H&M Cloetta XXL Matas Europris Raisio Oyj Amer Sport Corp. EV / EBITDA 2016A & 2017E Bang & Olufsen Fiskars IC Group ICA Gruppen Electrolux Kesko 13,41 11,66 13,06 11,39 12,46 12,46 12,38 10,88 11,97 10,15 11,62 9,79 11,26 10,61 10,59 10,53 9,38 10,34 9,7 9,55 9,08 EV/EBITDA A EV/EBITDA E Median EV / EBITDA 2016A: 11.3x Median EV / EBITDA 2017E: 10.2x 8,7 8,93 7,85 Pandora Amer Sport Corp. Bang & Olufsen H&M Kesko Europris Cloetta Fiskars ICA Gruppen Raisio Oyj IC Group Matas Source: Capital IQ 6

7 SELECTED CLAIRFIELD NORDIC CONSUMER TRANSACTIONS Equity issuance Advisor to Nordic Sense on the sale to Industri Udvikling 2016 Advisor to Autoklinikka on the sale to Procuritas 2016 Advisor to Pilgrim on the sale to CBH Financial advisor to Plum on the sale to CCS Healthcare Advisor to Dermagruppen on the sale to L Oréal Advisor to Onepiece on the equity issuance to a group of Swedish investors Advisor to Espresso House on the sale to JAB Holdings x Divestment Divestment Acquisition Advisor to Ratos on the divestment of Hafa Bathroom Group Advisor to Proventus on the divestment of Brio Advisor to ME TOO on the sale to Brands for kids Advisor to Scanditoy on the sale to Amo Toys 2014 Advisor to Phonero on the acquisition of Ventelo 2014 Financial advisor to Blockbuster Denmark on the sale to private investors 2013 Advisor to Stange Gårdsprodukter on the sale to Reitan Gruppen 2013 Acquisition Advisor to Raisio on the acquisition of Candy Plus 2013 Financial advisor on the sale to private investors 2013 Advisor to Skiinfo on the sale to Vail Resorts 2012 Exclusive advisor to the founders on the sale of X-Yachts A/S 2012 Financial advisor to Halti and 3i on the sale to Ingman Group 2011 Advisor to Retkiaittaon the sale to Partiovaruste 2011 Financial advisor to Ingman Group on the sale of Ingman Ice Cream to Unilever

8 OUR NORDIC PARTNERS ENSURE LOCAL COVERAGE AND MARKET ACCESS Nordic members of Clairfield International Established in 1997 Oslo location 10 professionals More than 110 transactions since inception Established in 2008 Copenhagen location 8 professionals More than 35 transactions since inception Established in 2009 Stockholm location 12 professionals More than 30 transactions since inception Established in 1992 Helsinki location 12 professionals More than 200 transactions since inception ~40 Nordic Professionals +350 Completed transactions About Clairfield International Clairfield is an international corporate finance firm that provides advisory services, mainly in crossborder mergers and acquisitions, to both international corporations and family-owned enterprises. Our focus is the middle-market segment, designing and executing transactions of up to EUR 500 million in enterprise value. Clairfield s high ratio of senior partners and directors to junior employees ensures that senior team members take an active role in all transactions. Clairfield has 35 offices in 25 countries with +450 professionals and its worldwide presence guarantees our clients direct access to the local knowledge of its regional office and industry expertise from professionals around the globe. Most experienced team in the Nordics 8

9 CONTACT DETAILS NORDIC M&A CONSUMER TEAM DISCLAIMER Allan Bjørn Associate Partner Mobile: Anders W. Eriknauer Managing Partner Mobile: This document has been prepared by Nordic M&A. Unless otherwise stipulated in this document, the following shall apply to the information comprised herein: The information, in particular the numbers, data and schedules, are preliminary and for discussion purposes only. Nordic M&A do not represent that such information is true, accurate or complete and it should not be relied upon as such. No independent verification exercise has been undertaken in respect of the information. All information, opinions and estimates contained in this document constitute Nordic M&A s judgment as at the date of this document and are subject to change without notice. While this information has been prepared in good faith, no representation or warranty, expressed or implied, is made. The information in this document is supplied on the condition that Nordic M&A, and any partner or employee of Nordic M&A, are not liable for any error or inaccuracy contained herein, whether negligently caused or otherwise, or for any loss or damage suffered by any person due to such an error, omission or inaccuracy as a result of such supply. This document is strictly for internal use and may not be reproduced, distributed or disclosed to any third party or referred to publicly without the prior written consent of Nordic M&A. Nordic M&A, (part of Clairfield International) Amaliegade Copenhagen K Denmark 9