ACQUISITION OF MOLESKINE: A NEW BOOK TO BE WRITTEN
IN A NUTSHELL
- • D'Ieteren has signed an agreement to acquire a 41.00% stake in Moleskine, alisted Italian company with headquarters in Milan, from reference shareholders Appunti S.a.r.l. (Syntegra Capital) and Pentavest S.a.r.l. (Index Ventures), at EUR 2.40 per share, valuing the company at EUR 506 million. Closing is subject to customary regulatory filings.
- • After closing of the acquisition of 41.00% in Moleskine, D'Ieteren will launch an unconditional mandatory takeover offer with no minimum threshold of ownership in the course of Q4 2016. If the necessary threshold is reached, D'Ieteren intends to delist Moleskine from the Milan stock exchange.
- • The cash position of D'Ieteren Auto/Corporate, which amounted to EUR 278 million at the end of June 2016, will easily finance the initial investment. Following the public takeover offer, the remaining investment will be financed through a combination of additional available cash and bank debt.
D'IETEREN, PARTNER OF CHOICE FOR BUILDERS OF INSPIRING BUSINESSES
D'IETEREN
Partner of choice for builders of inspiring businesses
- •Identify businesses with potential for sustainable growth (anticipating on long term underlying favorable trends)
- • Support the development of leadership positions in selected territories, in particular through long term investment in brands and adequate go to market strategies
- •Assist quality teams to fulfill their mission. Purpose generates engagement. Engagement leads to results
ENTREPRENEURSHIP
LONG TERM VISION& INVESTMENT HORIZON
STRATEGIC SPARRING PARTNER
D'IETEREN TO SUPPORT MOLESKINE'S LONG TERM DEVELOPMENT
- •Market leader and fast growing company with a strong brand and a multi-channel distribution strategy
- •High quality management led by Arrigo Berni (CEO), with strong track record, creativity, drive and ambition
- • A brand that encompasses a family of nomadic objects dedicated to our mobile identity, both real and digital, wherever we are in the world
- • Our investment in the company corresponds to our criteria and provides us with a strong platform for future growth in a branded business
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OVERVIEW OF MOLESKINE
PRODUCT RANGE
PRODUCT RANGE – A FEW EXAMPLES
MOLESKINE IN A NUTSHELL
- • Aspirational lifestyle brand with a global reach. Synonym with culture, travel, memory, imagination, and personal identity
- •Product range from notebooks to WTR (writing, travel & reading accessories)
- •Products distributed in 114 countries
- • Multi-channel distribution strategy: wholesale direct & indirect, retail through 65 stores, B2B, e-commerce
- •Manufacturing 100% outsourced
- • Headquarters in Milan and 431 employees worldwide as of 30 June 2016, of which 185 in Europe, 76 in America & 153 in Asia
- • Trendsetter in product innovation: Smart Writing Set, partnership with Adobe and Evernote,…
- • Positive long term trends: demographics, levels of education, travel/mobility, analog/digital complementarity and the stationery market
- •Acquired by Syntegra Capital in 2006. IPO in 2013 (Milan stock exchange)
MOLESKINE: A LEGENDARY PRODUCT
- • 1850-1986: Moleskine is the heir of the legendary little black notebook (originally a nameless product) used for the past two centuries by great artists such as Vincent Van Gogh, Pablo Picasso or Ernest Hemingway
- •1986: The original family-operated manufacture (located in Tours, France) closes down
- • 1987: In his bookThe Songlines, Bruce Chatwin writes about his favorite notebook, nicknamed "Moleskine"
- •1995: A local Milanese publisher resurrects the legendary notebook under the name "Moleskine"…
TARGET CUSTOMER BASE
Source: Moleskine, Investor Day 2016
•Super creative core:
- o People whose profession is strongly related with creativity (artists, designers, architects, actors, etc)
- o Super creative people produce new forms or designs that are readily transferable and broadly useful (a new product, a theorem, etc)
•Creative professionals:
- o People who work in a wide range of knowledge-intensive industries (from hi-tech to business management and banking): the knowledge workers
- o Creativity can be either a part of their professional or personal life (aspirational creatives, DIY, etc.)
- oHigh degree of formal education and thus a high level of human capital
- oTogether with the super creative core they form the Creative Class
•Aspirational target:
- o18-55 years old both male & female
- oHigh degree of education
- oUrban resident or worker
- oCreative professions
- oConscious/ unconscious creative aspiration
Today: ±3.3 million customers
Expanding beyond the creative class
Market potential
DISTRIBUTION NETWORK
Source: Moleskine, Investor Day 2016
SO FAR, NO ABOVE-THE-LINE MARKETING EFFORTS
Acquisition of Moleskine – 22 September 2016 11
RETAIL: 65 SINGLE BRAND STORES
- • High traffic areas (High Streets, shopping malls, airports and train stations)
- •Metropolitan areas
- •Small stores (30 to 50 m² on average)
A BRAND NEW RETAIL FORMAT: MOLESKINE CAFÉ
- •Mixes elements of the café, art gallery, store and library
- • Adding Moleskine brand values, contents and products to a contemporary café experience, to expand the range of viable retail formats
- •Currently one location: Milan, Italy
THE MOLESKINE MODEL TO BUILDING AWARENESS
Source: Moleskine, Investor Day 2016
•Continued growth of awareness levels has been a growth driver
A MULTIDIMENSIONAL MARKETING APPROACH (DIGITAL, SOCIAL MEDIA & EVENTS) – BROADENS THE BRAND AND PRODUCT MESSAGE AND MAXIMIZES OPPORTUNITIES
Further room for growth in key markets
•
CONNECTING USERS TO A SET OF UNIQUE VALUES
Source: Moleskine, Investor Day 2016
A HIGH QUALITY MANAGEMENT TEAM
Source: Moleskine, Investor Day 2016
FINANCIAL TRACK-RECORD & STRATEGY
IMPRESSIVE TRACK RECORD
•CAGR 2011-15: revenues 17.5% and adj. EBITDA 9.8%
• 2012-2014: stagnation of adj. EBITDA* due to change in wholesale business model (from indirect to direct) and retail expansion
* Adjusted EBITDA: EBITDA excluding non-recurring and exceptional items (based on Moleskine's definition). **At constant FX
AN INCREASINGLY DIVERSIFIED PORTFOLIO
Source: Moleskine
Net revenues (€m)
ROBUST CASH CONVERSION* : 54% IN 2015
*Free cash flow/adj. EBITDA
**Adjusted EBITDA: EBITDA excluding non-recurring and exceptional items (based on Moleskine's definition).
6 DRIVERS FOR SUSTAINABLE LONG TERM GROWTH
Source: Moleskine, Investor Day 2016
INVESTMENT RATIONALE
NEXT STEP: UNCONDITIONAL MANDATORY TAKEOVER OFFER
MANDATORY TAKEOVER OFFER
- • After closing of the transaction, and in accordance with Italian law, D'Ieteren will launch an unconditional mandatory takeover offer on the remaining shares of Moleskine
- •The MTO is expected to be launched in Q4 2016
- • The MTO will not be subject to an ownership threshold. If the necessary threshold is reached, D'Ieteren intends to delist Moleskine from the Milan stock exchange
FINANCING
FINANCING
- • D'Ieteren will use part of its cash position (EUR 209 million out of a total of EUR 277.8 million at 30 June 2016) to acquire the 41% stake in Moleskine
- • The public takeover offer will be funded through a combination of additional available cash and bank debt
- • Assuming 100% ownership of Moleskine, the resulting pro forma consolidated net debt/EBITDA* ratio of the D'Ieteren group would reach 2.1x for 2016
Based on Moleskine's definition
Q&A SESSION
FORWARD-LOOKING STATEMENTS
"To the extent that any statements made in this presentation contain information that is not historical, these statements are essentially forward-looking. The achievement of forwardlooking statements contained in this presentation is subject to risks and uncertainties because of a number of factors, including general economic factors, interest rate and foreign currency exchange rate fluctuations; changing market conditions, product competition, the nature of product development, impact of acquisitions and divestitures, restructurings, products withdrawals; regulatory approval processes and other unusual items. Consequently, actual results may differ materially from those expressed or implied by such forwardlooking statements. Forward-looking statements can be identified by the use of words such as "expects", "plans", "will", "believes", "may", "could", "estimates", "intends", "targets", "objectives", "potential", and other words of similar meaning. Should known or unknown risks or uncertainties materialize, or should our assumptions prove inaccurate, actual results could vary materially from those anticipated. The Company undertakes no obligation to publicly update any forward-looking statements."
CONTACT INFORMATION
Financial Communication & Investor Relations – D'Ieteren Group
Pascale Weber[email protected] +32 2 536 54 39
Thierry Dossogne [email protected] +32 2 536 55 65
or[email protected]