THE NORDIC CONSUMER SECTOR M&A ACTIVITY AND PRICING H1 2017

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1 THE NORDIC CONSUMER SECTOR M&A ACTIVITY AND PRICING H1 1

2 104 TRANSACTIONS IDENTIFIED IN H1 EXECUTIVE SUMMARY This briefing on the consumer sector is primarily focused on fast moving consumer goods (FMCG), retail/e-commerce and the food sector We have identified 104 transactions in the Nordic consumer sector in H1 vs. 113 in H marking a small decrease of 8% in # of transactions but an increase of 9% compared to H1. 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 44 followed by Denmark with 28 deals, Norway with 17 deals and Finland with 15 deals Inter-Nordic transactions still make up the largest part of the total number of transactions in small and mid-size companies and around 87% of the identified transactions have been sold to strategic/industrial buyers Private Equity players have continued their interest in the consumer area in H1 consisting of around 13% of buyers. PE deals in H1 includes the acquisition of A-class by Maj Invest and the acquisition of Akademibokhandeln by Volati The most significant deals in H1 were Active Brands acquired by FSN Capital and Mos Mosh acquired by Findos Investors. The clothing industry in particular has shown a high level of transaction activity In H1, the median EV/EBITDA multiple for listed Nordic consumer companies was 10.7x. Normally a discount of 20-40% is deducted in order to valuate a small-midsize company compared to a listed company Only 22% of the transactions have available transaction values and to prevent biased predictions no average transaction multiples have been calculated PCA and Clairfield Nordic have advised in 5 deals in the consumer sector in H INDEXED SHARE PERFORMANCE OF SELECTED COMPANIES 90 Jul Jan 2016 Jul 2016 Jan Jul DEVELOPMENT IN NUMBER IN NUMBER OF IDENTIFIED OF TRANSACTIONS H2 H H H % *Share performance is based on equally weighted averages Source: Capital IQ 2

3 OVERVIEW OF H1 NORDIC CONSUMER TRANSACTIONS COMMENTS We have identified 104 Nordic consumer transactions in H1 87% of the companies were acquired by industrials buyers BREAKDOWN OF DEALS BY EXIT TYPE PE: 14 Highest deal activity in Sweden followed by Denmark, Norway and Finland 87% of the companies were sold to players located in the Nordics Industrials: 90 BREAKDOWN OF DEALS BY TARGET S COUNTRY BREAKDOWN OF DEALS BY ACQUIROR S REGION Norway: 17 Denmark: 28 Rest of Europe: 14 Sweden: 44 Finland: 15 Nordic: 90 Source: Capital IQ and PCA 3

4 NOTABLE NORDIC CONSUMER TRANSACTIONS IN H1 TARGET ACQUIROR DEAL VALUE DKKm EV / SALES EV / EBITDA x 6.1x x N/A x N/A Source: Capital IQ and PCA 4

5 CURRENT TRADING MULTIPLES FOR LISTED NORDIC CONSUMER COMPANIES EV/SALES EV/EBITDA 1.8x 15.0x 1.7x 14.0x 1.6x 13.0x 1.5x 12.0x 1.4x 1.38x 11.0x 1.3x 10.0x 10.3x 1.2x Jul Jan 2016 Jul 2016 Jan Jul 9.0x Jul Jan 2016 Jul 2016 Jan Jul P/E SHARE PRICE - INDEXED 21.0x x 19.0x 18.0x I: x x 15.6x x Jul Jan 2016 Jul 2016 Jan Jul 90 Jul Jan 2016 Jul 2016 Jan Jul Source: Capital IQ Note: Equally weighted averages 5

6 TRADING MULTIPLES FOR SELECTED LISTED NORDIC CONSUMER COMPANIES EV / SALES 2016A & E Median EV / s 2016A: 1.40x Median EV / s E: 1.37x EV/SALES A EV/SALES - E Pandora Cloetta H&M Matas XXL Europris Raisio Oyj Bang & Olufsen Fiskars Amer Sport Corp. EV / EBITDA 2016A & E IC Group ICA Gruppen Electrolux Kesko Median EV / EBITDA 2016A: 10.8x Median EV / EBITDA E: 10.7x EV/EBITDA A EV/EBITDA - E Fiskars XXL Cloetta Kesko Amer Sport Corp. Source: Capital IQ Europris ICA Gruppen Raisio Oyj H&M Matas Pandora Electrolux IC Group 6

7 SELECTED CLAIRFIELD NORDIC CONSUMER TRANSACTIONS Merger Advisor to Insula in the acquisition of Apetit Seafood Division Advisor to Godleveret on the merger with Linas Matkasse Advisor to Partnera on the sale of SystemaStore to Tietokeskus Advisor to G. Funder on the sale to Lemvigh-Mu ller Advisor to Hepro Group on the sale to AddLife Advisor to Nordic Sense on the sale to Industri Udvikling Advisor to Autoklinikka on the sale to Procuritas x Equity issuance Divestment Divestment 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 Advisor to Ratos on the divestment of Hafa Bathroom Group Advisor to Proventus on the divestment of Brio Advisor to Pilgrim on the sale to CBH Acquisition Acquisition Advisor to ME TOO on the sale to Brands for kids Advisor to Phonero on the acquisition of Ventelo 2014 Advisor to Scanditoy on the sale to Amo Toys 2014 Advisor to Stange Gårdsprodukter on the sale to Reitan Gruppen 2013 Advisor to Raisio on the acquisition of Candy Plus 2013 Advisor to Skiinfo on the sale to Vail Resorts 2012 Exclusive advisor to the founders on the sale of X-Yachts A/S

8 OUR NORDIC PARTNERS ENSURE LOCAL COVERAGE AND MARKET ACCESS THROUGHOUT THE NORDIC REGION 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 1992 Helsinki location 12 professionals More than 200 transactions since inception Established in 2009 Stockholm location 12 professionals More than 30 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 CLAIRFIELD NORDIC CONSUMER TEAM DISCLAIMER Timo Lappalainen Finland Mobile: Björn Åkerlund Sweden Mobile: bjorn.akerlund@navigopartners.se This document has been prepared by PCA Corporate Finance ( PCA ). 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. PCA 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 PCA 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 PCA, and any partner or employee of PCA, 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 PCA. Allan Bjørn Denmark Mobile: ab@nordicma.dk Jostein Pettersen Norway Mobile: j.pettersen@steinvender.com 9