Wise SGR Wisequity Funds
Who we are Founded in 2000 by Paolo Gambarini and Michele Semenzato, Wise SGR specializes in the management of Private Equity closed-end funds investing in small and medium-sized companies, with a special focus on Italy. Over the years, Wise SGR has achieved a unique position in the Italian Private Equity sector thanks to its management approach that considers Wise not only as a supplier of capital, but also as a solid partner with whom to develop and build up the companies in accordance with the requirements of the shareholders and the management. The Wise SGR team provides support based on a variety of experience and knowledge acquired in the fields of strategic consultancy, investment banking and company management. The skills and know-how cover investment selection, assessment, negotiation and structuring, as well as strategic and operating consulting services specific to the individual business. The team s high professional expertise, together with the excellent quality of the partners and investment committees of the funds, enable Wise SGR to contribute pro-actively to the success of small and mediumsized companies, assuring a tailored operating and interactive approach to each specific business. Wise SGR is owned by the management who is the majority shareholder, with holdings by Banca Popolare di Milano - following the incorporation of BPM Private Equity SGR (September 2005). Wise SGR currently manages the following Funds: Wisequity II & Macchine Italia (2005), that closed the investment period in July 2010 Wisequity III (2010), currently investing Wisequity I and BPM Private Equity Funds had been liquidated respectively in June 2010 and in December 2010. Wise SGR S.p.A., Milano - www.wisesgr.it 2
Business Proposition Since the very beginning, the funds are focused on small and medium-sized companies and are managed by a qualified and independent team, on the basis of an active and industrial approach. The fund partners are Banca Popolare di Milano and Federmacchine, the Confindustria Federation (Confederation of Italian Manufacturers) that groups together the eleven trade associations operating in the sector of goods for manufacturing processes. Wise SGR manages funds that invest in Italian small and mediumsized companies, with a sales turnover ranging between 20 million and 100 million. The Team is also involved in Leveraged Buy-Outs and development capital transactions, on behalf of companies that are the leaders in their target market. The two major objectives are: -manage family succession transactions, facilitating the entry of professional managers; -lead build-up transactions, in order to enhance both the competitiveness and the capacity to attract managers from the outside. Through each fund, Wise SGR provides tailor-made answers to each interlocutor, supporting - in accordance with the shareholders and the management team - the growth and development of the companies. The funds are specifically involved in two main types of investment: Leveraged Buy-Out: acquisition of majority holdings, via leverage; Development Capital: subscriptions to increase capital stock in companies with high growth potential, clear competitive edge, distinctive assets and a top-rate management team. The average investment size is 5-25 million euro in terms of Equity Value, and 10-75 million euro in terms of Enterprise Value. Wise SGR S.p.A., Milano - www.wisesgr.it 3
Types of Operations Leveraged Buy-Out Development Capital Market features and position of the target companies Significant and stable cash flow Mature sectors and/or opportunities for better profit margins via improvement of operating efficiency Growth / development (investment in higher production capacity to accelerate growth) Financial restructuring (in case of positive EBITDA) Opportunity for sector consolidation via acquisitions / mergers Typical features of the transactions Majority stakes, including coinvestment with other closed-end funds Minority stakes only when having distinctive expertise in the sector or in a specific operation Significant minority stakes Main financial partner The majority shareholder is typically the owner / Managing Director Typical investment period 3/4 years 4/5 years Reasons of the operation for the seller Generational transfer Family or Management buy-out Exit from previous LBO Need to reinforce the capital structure Acquisition opportunities Wise SGR S.p.A., Milano - www.wisesgr.it 4
Investment Approach Origin of operations Assessment of the investment opportunities and due diligence Structure of the operations Pro-active approach (not only upon notification) in specific sectors where growth and/or consolidation potential has been identified Preferential access channels via the sponsor network Links with professional firms operating in the area as informative partners (in districts, sectors..) or as mere intermediaries Internal ability of the team to perform business due diligence Specialization in the assessment of the professional qualities of entrepreneurs and managers and verification of consistency with Wise SGR s management culture Active contribution by members of the Investment Committee Ability of the team to design and use sophisticated financial structures without being influenced by the business size Expert skills in management control systems Management/ monitoring of the investee companies Pro-active approach, with a strong involvement of Wise SGR in the management of investee companies Daily contacts with entrepreneurs/managers Participation in all major operating decisions Implementation of management control systems Financial/strategic involvement in supporting growth through acquisitions (follow-on) Divestment of stakes Identification of potential targets for the sale of stakes Wise SGR in-house skills in the management of the exit process and selective involvement of outside advisors Wise SGR S.p.A., Milano - www.wisesgr.it 5
The Management Team A Management Team with significant experience in Private Equity and a background with skills covering the entire investment/divestment processes. Valentina Franceschini, Partner at Wise SGR since 2000. 3 years' experience in investment banking (CSFB) Paolo Gambarini, Partner Founding partner. 10 years experience in investment banking (CSFB and others) Stefano Ghetti, Partner at Wise SGR since 2003. 8 years' experience in investment management (ARCA and Fineco) Fabrizio Medea, Partner at Wise SGR since 2000. 6 years experience in management consulting (Bain & Co., Andersen) Roberto Saviane, Partner at Wise SGR since 2004. 25 years experience in management consulting (A.A. & Co. and founder of Considi/Consiel). Senior manager and board member of several companies (Gruppo Ferrovie Stato S.p.A., and De Agostini Invest) Michele Semenzato, Partner Founding partner. 7 years experience in investment banking and management consulting (Bain & Co., ABN Amro M&A) Gianluca Boni at Wise SGR since 2006. 6 years' experience in management consulting (A.T. Kearney) and 3 at Piaggio Maurizio Moroni at Wise SGR since 2004. 3 years' experience in management consulting and 5 in a company in the chemical industry (in Italy and the USA) Luigi Vagnozzi at Wise SGR since 2005. Previously in BPM Private Equity Igor Petricca at Wise SGR since 2010. Previously in Mediobanca Wise SGR S.p.A., Milano - www.wisesgr.it 6
The Investment Committee The Investment Committee combines experience and success stories in many industrial and services sectors: Paolo Ainio Former CEO Matrix Lino Benassi Chairman IDeA Alternative Investments SGR S.p.A. Guido Corbetta Professor Bocconi University Gianmaria Gros-Pietro Chairman Atlantia Pierluigi Mazzoldi Vice Chairman BCC National Pension Fund Marco Turrina CEO Banca Akros Roberto Ferrario Director Corporate Banking Banca Popolare di Milano Franco Mosca Managing Director IDeA Capital Funds SGR S.p.A. Luigi Tommasini Senior Partner Fondo Italiano d Investimento SGR S.p.A. Wise SGR Partners Wise SGR S.p.A., Milano - www.wisesgr.it 7
Main Partners Banca Popolare di Milano Fondo Italiano d Investimento SGR European Investment Fund (EIF) Idea Capital Funds SGR Federmacchine Wise SGR S.p.A., Milano - www.wisesgr.it 8
Critical Success Factors A unique position in the Italian Private Equity sector Management Team Independent management team with significant experience and a proactive approach toward Private Equity Knowledge Extensive knowledge of small and medium-sized Italian companies in a diversified range of industrial sectors Wise SGR Wisequity Funds Deal Flow Proprietary deal flow in important sections of the Italian economy Sponsors Prominent national and international organizations supporting the team Investment Committee High-profiled and experienced Investment Committee Focus Focus on small and medium-sized companies, a market with a lack of capital offered by independent asset management companies Wise SGR S.p.A., Milano - www.wisesgr.it 9
Companies Acquired EIDOSMEDIA Leading supplier of multimedia publishing and content management systems with offices in Milan, New York, Frankfurt and Paris. GERMANI Leading company in the transport of special products such as waste and chemical products. BOGLIOLI Leading Italian company in the design and production of formal outer men s wear, especially suits, jackets and coats. SPII Leading Italian company in the design and production of electromechanical systems and components for the railway market. BANCA ITB The first italian bank dedicated to italian tobacconists, that offers a number of banking services, such as current accounts, payment cards and securities. Wise SGR S.p.A., Milano - www.wisesgr.it 10
Companies Acquired STROILI ORO Largest direct retailer in the jewellery sector in Italy, in terms of both number of stores and total turnover. PITAGORA Italian company specialized in the consumer credit market and in particular in loans to employees with repayments directly deducted from their salaries. OPENJOBMETIS Temporary work agency specialized in the supply of services to small and mediumsized companies. ALPITOUR Leading company in the Italian tour operating, integrated with an airline and incoming services in major tourist destinations Wise SGR S.p.A., Milano - www.wisesgr.it 11
Companies divested UTIL INDUSTRIES World leader in the production and sale of brake shoes and disc brake supports, with plants in Italy, Canada, Mexico and China. GPP & AGEPE Publishing group specialized in trade magazines for the distribution, food, entertainment, ICT, building, home & office industries. SELESTA INGEGNERIA Italian leader in the development of hardware and software for time and attendance data collection and access control. KOS Start-up of the CIR group (2003) with four operation areas: homes for the elderly, psychiatry, hospital management, rehabilitation. ING. CASTALDI ILLUMINAZIONE One of the main Italian players in the architectural / commercial and external lighting sector, a reference point for product innovation and design. MARTER Operator in the field of port logistics in Monfalcone (Trieste), in particular in the niche market of raw materials logistics for the paper industry. Wise SGR S.p.A., Milano - www.wisesgr.it 12
Companies divested TOTOBIT Company operating in the sector of electronic invoicing and payment systems for cellular phones, pre-paid cards, credit and debit cards. SELECTIVE BEAUTY Development of an operator in selective cosmetics distribution and licensing on the European market. At the time of sale it was operating in 9 European countries. HYPERPHAR Largest Italian outsourcer of clinical research for the pharmaceutical industry EURODIFARM Main Italian operator in the temperature controlled transportation and distribution of pharmaceutical and diagnostic products. Wise SGR S.p.A., Milano - www.wisesgr.it 13
Contacts Wise SGR S.p.A. Foro Buonaparte 76 20121 Milan Italy tel. +39 02 854569.1 fax +39 02 80509485 Information www.wisesgr.it info@wisesgr.it How to reach us We are located close to Largo Cairoli, just a few minutes walk from Piazza Duomo or the Milano Cadorna station. From Malpensa airport: take the Malpensa Express and stop at Milano Cadorna station (approximately 40 mins.). The taxi ride to our offices takes about 5 minutes. From Linate airport: approximately 30 minutes by taxi. Wise SGR S.p.A., Milano - www.wisesgr.it 14