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De'Longhi

Regulatory Filings Dec 21, 2023

4398_iss_2023-12-21_6f2ba037-fd52-45d4-80d8-78682bca36ec.pdf

Regulatory Filings

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DE' LONGHI CREATES A HUB OF GLOBAL STANDING IN THE PROFESSIONAL COFFEE MACHINE SEGMENT

(=VERSYS

EXECUTIVE SUMMARY

The transaction involves:

  • the creation of a new corporate structure controlled by De' Longhi SpA,
  • the related contribution of Eversys,
  • the acquisition by De' Longhi SpA of shares of La Marzocco International LLC from De Longhi Industrial S.A. and from minority shareholders, for approximately 41.2% of the capital,
  • the contribution of the remaining shares of LM to the new corporate structure by the original shareholders.

The cash-out due by the De' Longhi for the acquisition of the shares from De Longhi Industrial and the minority shareholders of LM is ca. US\$ 374 M.

De' Longhi Group will control ca. 61.4% of the new hub, while minority shares will be held by De Longhi Industrial S.A. (ca. 26.6%) and by the current minority shareholders of LM (ca. 12%).

The professional coffee hub will have a turnover on a pro-forma basis expected in 2023 of ca. € 372 M and an adjusted Ebitda of ca. € 87 M (before synergies).

SCOPE OF THE BUSINESS COMBINATION

TO IMPLEMENT THE CAPITAL ALLOCATION STRATEGY SO AS TO REINFORCE OUR PRESENCE IN COFFEE

TO STRENGTHEN AND TO BROADEN OUR MARKET LEADERSHIP IN ESPRESSO MACHINES

() TO COMBINE COMPLEMENTING PRODUCT LINES IN THE ESPRESSO B2B AND B2C

TO GAIN ACCESS TO NEW TECHNOLOGIES AND EXPERTISE IN THE INDUSTRY

TO INCREASE THE EXPOSURE TO THE ESPRESSO GLOBAL TREND

CROSS SELLING AND COST SYNERGIES OPPORTUNITIES

M&A STRATEGY

De' Longhi's M&A strategy has always been focusing on four key areas of commitment, giving priority, among them, to the strengthening of our authority in the espresso space and to the expansion of our B2B presence

excerpt from Analyst Day presentation, March 2021

LA MARZOCCO: HISTORY

Founded in 1927 in Florence by Bambi's brothers, La Marzocco is one of the oldest producers of top-quality coffee machines and is synonymous of quality and reliability

Giuseppe Bambi patents the first espresso machine with a horizontal boiler in 1939, making it possible to install more groups and more ergonomic

La Marzocco patents the GS model in 1970, the first machine with a double boiler and saturated brew groups

The new technology has immediate success in Italy and abroad, where is adopted by Starbucks and is used for many years.

From 2000 to 2008, La Marzocco sponsored the World Barista Championships, connecting the brand with several champions who became brand ambassadors

In 2015, LM introduced the Linea Mini, a home barista machine with same performance as the prof. one, including components redesigned for kitchen

LA MARZOCCO: KEY FIGURES

Revenues 2023 e Adj 2023 e
240 M€ Ebitda 56.7 M€
Revenues
Cagr
'18 –
'23 e
14 %
Ebitda
margin
2023 e
23.6 %

USA China Australia - NewZel UK Germany Others
33% 21% 23% 9% 6% 8%

EVERSYS: HISTORY

Eversys, founded in 2009 and headquartered in Sierre (Switzerland), is a leading manufacturer of premium professional fully-automatic espresso machines.

Eversys has always aimed at bridging the gap between the worlds of traditional and automatic machines, by providing the best in-cup experience and consistency

The Company positioning is supported by its top-quality technology and advanced telemetry system

Eversys equipment is built with a modular concept, that ensures the highest productivity and the minimization of downtime and maintenance costs, thanks to its module assembly that is primarily composed of 5 key units

De Longhi Group has become a strategic partner of Eversys through the acquisition of an initial 40% stake in 2017 and of the remaining 60% stake in 2021

'18 –
'23 e
27 %
Ebitda
margin
2023 e
22.7 %
Cameo
Revenues 2023 e
132 M€
Ebitda 2023 e
30 M€
Legacy
North America Ireland UK South Korea China Switzerland Others
34% 14% 10% 8% 7% 4% 8%

TRANSACTION STRUCTURE

NEW BUSINESS COMBINATION

Fully-auto professional machine Semi-auto professional machine Luxury household CM

GEOGRAPHICAL FOOTPRINT

A PORTFOLIO OF COMPLEMENTARY BRANDS

PROFESSIONAL COFFEE MARKET

Source: internal analysis

THE B2B COFFEE MACHINE BUSINESS

THE B2B COFFEE MACHINE BUSINESS

TRANSACTION VALUATIONS

THE BOD OF DE' LONGHI SPA ATTRIBUTED A VALUE TO THE OVERALL ENTERPRISE VALUE OF THE TRANSACTION OF US\$ 1,402.4 M

EVERSYS GROUP, EQUAL TO US\$ 494.6 M

LA MARZOCCO, EQUAL TO US\$ 907.7 M

DēLonghi Group

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