europe conference 2012 may 21st, 2012 - pan-europe forum lond… · mergers & acquisitions and...

1

Pan–Europe Conference 2012

May 21st

, 2012

28 SETTEMBRE 2010

May 21st

2012

2

TAMBURI INVESTMENT PARTNERS (T.I.P.) IS AN

INVESTMENT/MERCHANT BANK FOCUSED ON STRATEGIC

MERGERS & ACQUISITIONS AND PROACTIVE EQUITY INVESTMENTS

IN EXCELLENT AND REALLY GROWING COMPANIES.

28 SETTEMBRE 2010

May 21st

2012

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TIP has extensive experience with "excellent“ entrepreneurs and mid cap

companies leader in the respective markets, listed and not listed

At present TIP owns stakes in 9 world leaders and 3 continental leaders

TIP has very peculiar skills / experience in “strategic” corporate finance

TIP is a listed company, not a private equity fund

TIP is indipendent from any group and has a unique network

through the “club deal” formula, TIP can substantially increase its direct

investment capability

The team has proven to be able to manage each transaction with a professional,

flexible and rapid approach

Tip business model is unique:

28 SETTEMBRE 2010

May 21st

2012

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Investment strategy

TIP invests in companies not only featuring forefront positions in their

respective markets but also demonstrating willingness for growth

TIP acquires minority interests with the aim of accompanying entrepreneurs in

the acceleration of growth and progressive value creation, in order to be the

development partner for outstanding mid cap companies

TIP can take majority/control stakes through coinvestments and club deals

with particularly skilled partners

TIP does not operate through leveraged buy outs

TIP does not pretend guaranteed way-outs since has a real medium - long term

perspective

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May 21st

2012

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Investment strategy

TIP identifies the targets considering:

quality and reliability of entrepreneurs and top managers

existence of distinctive commercial and industrial excellences

possibility of setting up effective growth processes and/or industrial

integration processes

possible developments in terms of ownership structure

concrete possibilities of playing an active role as a shareholder

TIP prefers dedicated capital increases aimed at M&A and/or investments

TIP normally leaves the management to the existing top management

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May 21st

2012

6

Structure of the group

INTERNATIONAL

PRESENCE

MAIN LISTED COMPANIES MAIN NON LISTED

COMPANIES

CLUBTRE

( PRYSMIAN)

GRUPPO IPGH

( INTERPUMP)

DATA HOLDING

( B .E.E. TEAM)

B ORLETTI GROUP

( PRINTEMPS)

IMA

NOEMALIFE

DIASORIN

OTHER STRATEGIC

ACTIVITIES

mergers &

acquisitions

ipo & opa

advisory

B OLZONI

SERVIZI ITALIA

NH HOTELES

ZIGNAGO VETRO

AMPLIFON

DE’ LONGHIDAFE 4000

( INTERCOS)

MONRIF- china

- india

- corea

- hong kong

- vietnam

- thailand

- taiwan

M&C

DATALOGIC

DELCLIMA

VALSOIA

- Canada

- U.S.A.

- Germany

- Holland

- France

- Sweeden

- Portugal

- U.K.

- Spain

- Switzerland

- India

- Brasil

-- Poland

- Germany

WORLDWIDE LEADER

CONTINENTAL LEADER

OTHER COMPANIES

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2012

7

Assets available

20

(3)

150

capital

increase

Cash in

from

warrant

exercise

(estimate)

7 year

convertible

bond

40

169

Fully

guaranteed

Partially

guaranteed

377

Direct

Potential

Assets

Investments book

value as at

December 31st

2011

Net debt as

31st

2011

€ M

Multiple of availability as

in other

Club-deals

≈ 1,1 bln

Up to x3 times

in hypothesis

of a club deal

like Prysmian

≈ 1,9 / 2,3 bln

Up to x5 / x6

times

in hypothesis

of club deals

like Interpump

For example funds

“attracted” in club deals

(i.e. Prysmian, Interpump,

Datalogic)

Total Euro ≈ 500 m

(already spent)

- Diasorin;

- Treasury

shares

(1)

1

Post

December

31st

2011

investments

28 SETTEMBRE 2010

May 21st

2012

151.2 149.1

197.7

175.2

31.2 41.9 41.6

- 3.0

- 50.0

0.0

50.0

100.0

150.0

200.0

250.0

31/12/2008 31/12/2009 31/12/2010 31/12/2011 31/03/2012E

Shareholders' Equity Cash available (excl. Loans)

Equity and liquidity available

€ m

ln

*Consolidated

*

37

8

Results Dec 2008 – Mar 2012

≈205

equity as at

31/03/2012

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2012

9

Investments 2009 – 2011

8,9

73,6

43,0

-21,5-23,6

-2,1

-40,0

-20,0

0,0

20,0

40,0

60,0

80,0

2009 2010 2011

Investments Divestments

Investments and divestments €

ml

n

28 SETTEMBRE 2010

May 21st

2012

2.04%

2.81%

0.00%

2.41% 2.32%

2,54%

4.44%

2.88%

0.00%

1.00%

2.00%

3.00%

4.00%

5.00%

6.00%

7.00%

8.00%

9.00%

10.00%

2006 2007 2008 2009 2010 2011

Dividend yield (%)

Distribution of treasury shares (est. yield %)

Distribution of warrants (est. yield %)

3,4

6,6

7,4

6,2

3,2

5,85,5

0,0

1,0

2,0

3,0

4,0

5,0

6,0

7,0

8,0

2005 2006 2007 2008 2009 2010 2011

Revenues from advisory business

€m

ln

10

Results 2005 – 2011

Revenues from advisory activity

3,4

6,6

7,4

6,2

3,2

5,8

0,0

1,0

2,0

3,0

4,0

5,0

6,0

7,0

8,0

2005 2006 2007 2008 2009 2010

Revenues from advisory business

€m

ln

Profit before tax

**Pre write-offs.

***Net after write-offs.

*

*Consolidated – Net of intercompany.

4,8

10,7

14,0

9,6

1,5

11,2

3,4

-20,0

-15,0

-10,0

-5,0

0,0

5,0

10,0

15,0

2005 2006 2007 2008 2009 2010 2011

Profit before tax

€m

ln

-19,2

**

***

Average

5,4

Average

7,9

Yield after IPO

Average

3,2%

****

****Calculated on the basis of the dividend proposed by the BoD on TIP share price as at March 15th 2012

9.86% In March 2010 TIP distributed more than 4,4 million

treasury shares and 13,3 million of warrants.

TIP has a resolution to continue to

purchase treasury shares

28 SETTEMBRE 2010

May 21st

2012

0,60

0,80

1,00

1,20

1,40

1,60

1,80

4-g

en-1

0

4-f

eb-1

0

4-m

ar-1

0

4-a

pr-

10

4-m

ag-1

0

4-g

iu-1

0

4-l

ug-

10

4-a

go-1

0

4-s

et-1

0

4-o

tt-1

0

4-n

ov

-10

4-d

ic-1

0

4-g

en-1

1

4-f

eb-1

1

4-m

ar-1

1

4-a

pr-

11

4-m

ag-1

1

4-g

iu-1

1

4-l

ug-

11

4-a

go-1

1

4-s

et-1

1

4-o

tt-1

1

4-n

ov

-11

4-d

ic-1

1

4-g

en-1

2

4-f

eb-1

2

4-m

ar-1

2

4-a

pr-

12

TIP FTSE Mib IT Star Small Mid Cap Index MSCI Financial

11

Free treasury shares

and warrants

distribution

TIP performance from January 1,2010 to April 30, 2012

TIP Shares

TIP*

+33.7%

FTSEMIB

-38.0%

MSCI FINANCIALS

-28.4%

Small Cap IT

-36.4%

IT Star

-5.9%

* the performance of TIP is adjusted for free assignment, in March 2010, of over 4.4 million of treasury shares to TIP shareholders and the free

assignment of 3 warrants for each treasury share received.

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May 21st

2012

12

TIP performance from January 1,2011 to April 30, 2012

TIP Shares

TIP

+9.5%

FTSEMIB

-28.6%

MSCI FINANCIALS

-22.8%

Small Cap IT

-30.5%

IT Star

-7.8%

0,80

0,90

1,00

1,10

1,20

1,30

1,40

1,50

1,60

1,70

1,80

TIP FTSE Mib IT Star Small Mid Cap Index MSCI Financial

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May 21st

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TIP Shares

Dea Capital

–51.3%

Sopaf

–96.5%

Intek

–53.1%

Mittel

–71.3%

TIP*

–9.4%

Mid Industry

–58.7%

Cape Live

–94.4%

* the performance of TIP is adjusted for free assignment, in March 2010, of over 4.4 million of treasury shares to TIP shareholders and the free

assignment of 3 warrants for each treasury share received.

TIP performance vs comparables from IPO

0,00

0,50

1,00

1,50

2,00

2,50

3,00

3,50

TIP Intek Dea Mittel SOPAF Mid Industry Cape Live

28 SETTEMBRE 2010

May 21st

2012

0,90

0,95

1,00

1,05

1,10

1,15

1,20

1,25

1,30

1,35

1,40

Jan-10 Apr-10 Jul-10 Oct-10 Jan-11 Apr-11 Jul-11 Oct-11 Jan-12 Apr-12

14

Portfolio performance

(January 1, 2010 – April 30, 2012)

Theoretical performance

of the current listed equity

Theoretical performance of TIP portfolio has been construed assuming a weight of each

participation on the total investment equal to the current one. Indirect investments in

listed companies (i.e. Prysmian, Interpump and Bee Team) have been considered pro-quota.

+24.5% In the period from TIP

IPO and also from

1/1/2010 most of the

European investment

funds focused on

Italian equities had

performances lower

than those of TIP and

of TIP portfolio of

listed equities.

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May 21st

2012

15

TIP VOLUMES

Average volumes

2011 – March 2012

/ 0

00

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2012

16

Main investee companies

Average

Ebitda margin

of 17.5%

Signal of

excellence

Companies results' (€

mln)Revenues Var. % Ebitda Var. % Ebitda margin

FY

2010

FY

2011

FY

2010

FY

2011

FY

2010

FY

2011

Amplifon 708,1 827,4 +16,8% 96,9 144,5 +49,1% 13,7% 17,5%

Bee Team 75,4 88,9 +17,9% 8,1 10,1 +25,0% 10,7% 11,4%

Bolzoni 93,5 115,8 +23,9% 6,5 9,1 +40,6% 6,9% 7,9%

Datalogic 392,7 425,5 +8,4% 49,8 59,2 +18,9% 12,7% 13,9%

De' Longhi 1.626,3 1.807,8 +11,2% 194,6 235,8 +21,2% 12,0% 13,0%

Diasorin 404,5 440,0 +8,8% 167,1 190,0 +13,7% 41,3% 43,2%

IMA 503,3 669,2 +33,0% 59,6 85,4 +43,2% 11,8% 12,8%

Interpump Group 424,9 493,3 +16,1% 74,1 95,0 +28,2% 17,4% 19,3%

NH Hoteles 1.334,8 1.428,3 +7,0% 147,8 202,4 +36,9% 11,1% 14,2%

Printemps( 1)

950,5 1.065,1 +12,1% 86,1 117,9 +36,9% 9,1% 11,1%

Prysmian(2) ( 3)

4.571,0 7.583,0 +65,9% 387,0 568,0 +46,8% 8,5% 7,5%

Servizi Italia (2)

195,1 197,0 +1,0% 56,8 59,3 +4,4% 29,1% 30,1%

Zignago Vetro 264,9 291,2 +9,9% 70,7 76,9 +8,8% 26,7% 26,4%

MEDIA +17,8% +28,7% 16,2% 17,5%

(1)FY data related to march 31

st 2011

(2)Data related to the Adjusted Ebitda comunicated by the company;

(3) Draka results

consolidated for the period March 1st

- December 31st

2011

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2012

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Most of them reached remarkable growth and record profitability during 2011

Most of them are gaining market share and demonstrating their strong

leadership on respective market / segment

All of them are acquisitive / ready for faster growth on international markets

With all of them TIP relationships are excellent and proactive

All of them are very well managed

Main investee companies

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May 21st

2012

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Main scenario continues to be not at all encouraging

The results of many companies suggest that there may be some good

opportunities

TIP is ready to promote aggregations, also “crisis driven”

Private equity and difficult IPOs continue to generate opportunities

TIP continuously analyzes many dossiers, mostly about non listed companies

New investments

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May 21st

2012

19

The top management has about 7% of the capital and has substantially increased

his stake during 2011

Several important entrepreneurial families represent the biggest portion of

TIP’s shareholding structure

The main institutional investors are: Assicurazioni Generali, Azimut, Kairos

Shareholders

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May 21st

2012

20

The last investment has been in Intercos:

Worldwide leader in cosmetics / make up – 2010 sales around € 250 mln

with 14% Ebitda

Excellent / unique portfolio of international clients

Very strong investments in R&D and Innovation (more than 450 people)

Direct presence in strategic markets (USA, China, Italy, Switzerland,

France)

Very committed entrepreneur and Excellent management

TIP purchased 18% of Dafe 4.000, one of the holdings through which the

Ferrari family controls Intercos, for about € 9 mln;

Possible IPO within 3-5 years

Intercos

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May 21st

2012

21

Another recent investment has been in Amplifon:

Global leader

Business in significant growth

Deep presence all over the World

Expansion in emerging markets

Excellent management

Main investment within the capital increase related to the acquisition of the

Australian and New Zealand market leader

Cash out of about € 35 mln

Amplifon

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May 21st

2012

22

Clubtre owns about 6.2% :

Is the nr. 1 worldwide with about €8 bln of sales est. in 2012

Has an excellent territorial differentiation for production and R&D

Produces energy cable for the 90% and telecom cable for the10%

Is a public company (Clubtre is the single biggest shareholder)

Has an excellent management

TIP owns a stake of 35% in Clubtre, an s.p.v. incorporated together with two

relevant shareholders of TIP (Angelini and d’Amico families)

At the end of December 2011 the equity of Clubtre is around €120 mln and

total investment around € 170 mln

Prysmian

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May 21st

2012

23

Another significant investment concerns Printemps, the famous french

department store group:

TIP stake doubled during 2010

Continuous revenues growth

Interesting “club deal” with a possible divestiture during 2012 or 2013

Strong confidence in the management capabilities

Revenue of €1,065 mln and Ebitdar* of €117.9 mln in year ended 31/03/2011

Printemps

*Earnings before interests, taxes, depreciation, amortization and rent

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2012

24

Good M&A activity in 2011 (among which Valsoia – santa rosa, Angelini – Bertani,

Datalogic - Accusort)

Little dependence from private equity

No activity related to financial restructurings

Advisory for arbitrations/surveys/valuations always interesting

Support to families/groups about generational transitions

Advisory activity

28 SETTEMBRE 2010

May 21st

2012

25

M&A ranking

2000 – 2010 2010

Company N. of deals

1 Rothschild 368

2 Lazard 297

3 Mediobanca 290

4 KPMG 245

5 Deloitte & Touche 218

6 Tamburi & Associati 204

7 Banca IMI 186

8 JP Morgan 164

9 Nomura / Lehman Brothers 146

10 Morgan Stanley 127

11 Unicredit Investment Banking 125

12 Bank of America Merril Lynch 123

13 Credit Suisse 120

14 Ernst & Young 114

Source: Lombard

Company N. of deals

1 Mediobanca 48

2 Deloitte & Touche 27

3 Lazard 24

4 Banca IMI 22

5 Unicredit Investment Banking 18

6 Rothschild 17

7 Credit Suisse 13

8 KPMG 12

9 Tamburi & Associati 10

10 Deutsche Bank 9

11 PricewaterhouseCoopers 9

12 JP Morgan 8

13 BNP Paribas 8

14 Vitale & Associati 7

Source: Lombard

28 SETTEMBRE 2010

May 21st

2012

In march 2012 TIP acquired a 30% stake in Gatti & Co. through a reserved capital increase.

Gatti & Co. is a very well established financial advisory boutique located in frankfurt with a

consolidated experience in the German market.

The agreement, perfectly in line with TIP international expansion strategy, was finalized with

the objective of promoting m&a deals between italy and germany.

Gatti & Co. was founded in 2009 by Lorenzo Gatti, an Italian / German banker with over twenty

years of experience in the German M&A market, where he has been Partner of Drueker & Co.

and Managing Director of Leonardo & Co. Since its inception, Gatti & Co. has mainly been

focusing on cross-border M&A transactions between Germany and Italy.

Through this agreement TIP has further increased its presence on the German market, which is

particularly important for the Italian industrial sector and, more specifically, for clients

and investee companies of TIP.

TIP aims also at further increasing its capability to identify suitable investment opportunities

on the German market.

26

Gatti & Co.

28 SETTEMBRE 2010

May 21st

2012

TIP owns a 30% stake of Palazzari & Turries Ltd, a well established investment bank based in

Hong Kong, which has a consolidated experience in Asian markets.

Thanks to this investment TIP is able to enlarge its services and:

support Italian and foreign companies to enter Far East markets (China, India and other

emerging South East Asian countries);

choose and screen the right local operating partners and build sound relationships

with local authorities;

M&a transactions in the Asian markets;

develop and manage local commercial and industrial activities;

offer local corporate, fiscal and banking support.

website: www.palazzari.com

P A L A Z Z A R I & T U R R I E S

H o n g K o n g - M i l a n

27

Palazzari & Turries

28 SETTEMBRE 2010

May 21st

2012

TIP is one of the founder of Corporate Finance International (CFI), an international

partnership among merchant banks operating in M&A advisory, focused on medium-size

companies based in: Usa, Canada, France, Germany, Holland, Portugal, United Kingdom,

Spain, Brazil, Switzerland, Sweden, Estonia, Latvia, Brasil and India.

Members of CFI are several independent advisory firms, with a remarkable experience in

M&A on medium-size companies, locally and cross-border, based in: Amsterdam,

Barcelona, Breme, Cardiff, Chicago, Lisbon, Cleveland, Detroit, Dusseldolf, Paris,

Madrid, Rotterdam, Stockholm, Tallin, Riga, S. Paulo, Toronto, Zurich and Mumbai,

Warsaw.

28

Corporate Finance International

28 SETTEMBRE 2010

May 21st

2012

29

Excellent and unique network of Shareholders, Investee companies, Clients,

Team

Good and constant profitability

Proven soundness of TIP and investee companies

several up-sides due to the quite high “intrinsic value”

Demonstrated capability to spot really excellent companies and to positively

interact with investee companies to foster shareholder value

Conclusions

TEAM

Clients

SHAREHOLDERS INVESTEE

COMPANIES

28 SETTEMBRE 2010

May 21st

2012

1,0

2,0

3,0

4,0

5,0

6,0

7,0

8,0

28/

02/

03

31/

05/

03

31/

08/

03

30/

11/

03

29/

02/

04

31/

05/

04

31/

08/

04

30/

11/

04

28/

02/

05

31/

05/

05

31/

08/

05

30/

11/

05

28/

02/

06

31/

05/

06

31/

08/

06

30/

11/

06

28/

02/

07

31/

05/

07

31/

08/

07

30/

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07

29/

02/

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31/

05/

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31/

08/

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11/

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28/

02/

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30/

11/

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28/

02/

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05/

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08/

10

30/

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28/

02/

11

31/

05/

11

31/

08/

11

30/

11/

11

29/

02/

12

Datalogic FTSEMIB STAR

30

from TIP first investment

to April 30, 2012

DIVIDEND

(0,06€)

*Rebased following the stock split occurred on 08.05.2006 at a split ratio of 4:1

DIVIDEND

(0,035€)

ACQUISITION OF

DATASENSOR

DIVIDEND

(0,07€)

ACQUISITION OF

INFORMATICS

DIVIDEND

(0,045€)*

ACQUISITION OF

LASERVALL

ACQUISITION OF

ALIEN TECHNOLOGY

DIVIDEND

(0,055€)*

ACQUSITION OF

PSC

CAPITAL INCREASE

DIVIDEND

(0,15€)

DATALOGIC*

+221.1%

FTSEMIB

-37.3%

ACQUISITION OF

Accu-Sort Systems

AQUISITION OF

PPT Vision

ACQUISITION OF

EVOLUTION ROBOTICS

IT STAR

+36.4%

DIVIDEND

(0,15€)

28 SETTEMBRE 2010

May 21st

2012

0,0

1,0

2,0

3,0

4,0

5,0

6,0

7,0

8,0

23/

07/

2003

23/

09/

2003

23/

11/

2003

23/

01/

2004

23/

03/

2004

23/

05/

2004

23/

07/

2004

23/

09/

2004

23/

11/

2004

23/

01/

2005

23/

03/

2005

23/

05/

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23/

07/

2005

23/

09/

2005

23/

11/

2005

23/

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2006

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2007

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2011

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05/

2011

23/

07/

2011

23/

09/

2011

23/

11/

2011

23/

01/

2012

23/

03/

2012

Interpump FTSEMIB IT STAR

31

from Tip first investment

to April 30, 2012

ACQUISITION OF

COVER

warrants distribution

FIRST INVESTMENT OF

TIP

DISPOSAL OF IP

CLEANING

ACQUISITION Of

CONTARINI

ACQUISITION OF

OLEODINAMICA PANNI

EXTRAORDINARY

DIVIDEND (0,2€)

CANCELLATION OF

TREASURY SHARES

CANCELLATION OF

TREASURY SHARES

DIVIDEND

(0,11€)

DIVIDEND

(0,12€) DIVIDEND

(0,13€)

ACQUISITION OF

HAMMELMANN

DIVIDEND

(0,15€)

EXTRAORDINARY

DIVIDEND (0,69€)

DIVIDEND

(0,18€)

ACQUISITION OF 90%

STAKE IN NLB

EXTRAORDINARY

DIVIDEND (0,23€)

ACQUISITION OF

MODENFLEX

ACQUISITION OF

HS PENTA

DIVIDEND

(0,20€)

CAPITAL INCREASE

49,8 €M

ACQUISITION OF

Galtech

INTERPUMP*

+108.7%

FTSEMIB

-41.2%

ACQUISITION OF

MTC

IT STAR

+27.8%

ACQUISITION OF

Takarada

DIVIDEND

(0,12€)

28 SETTEMBRE 2010

May 21st

2012

0,00

0,02

0,04

0,06

0,08

0,10

0,12

0,14

0,16

0,18

0,20

0,22

0,24

0,26

14/

12/

2007

14/

02/

2008

14/

04/

2008

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2011

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14/

12/

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14/

02/

2012

14/

04/

2012

M&C FTSEMIB MSCI Financials STAR

32

from SeconTip first investment

to April 30, 2012

29/04/2010

PROPOSAL OF RESERVES

DISTRIBUTION OF

€0,62/SHARE

24/11/2010

AGREEMENT FOR THE DISPOSAL OF

16.872% STAKE IN M&C HELD BY TIP

AT A PRICE OF €0,215/SHARE

03/07/2009

M&C FIRST SHAREHOLDER OF

TREOFAN FOLLOWING GROUP’S

RESTRUCTURING

08/08/2009

RE-LAUNCH OF PTO BY TIP

09/07/2009

PUBLIC TENDER OFFER

(“PTO”) LAUNCHED BY TIP

01/10/2008

ACQUISITION OF LUIGI

BOTTO GROUP

30/04/2010

COMITAL DISPOSAL

* Adjusted to reflect the distribution of reserves of € 0.62 per share

21/12/2010

DISPOSAL OF 16.872%

STAKE IN M&C HELD BY TIP

EXECUTED

24/11/2010

PER ANNOUNCES

MANDATORY TENDER OFFER

AT A PRICE OF €0,215 PER

SHARE. AT CONCLUSION OF

THE TENDER OFFER PER

HOLDS A 53,28% STAKE

7/06/2009

PUBLIC TENDER

OFFER LAUNCHED BY

MI.MO.SE

M&C*

+85.5%

FTSEMIB

-62.5%

MSCI

Financials

-61.1%

STAR

-26.8%

10/08/2009

DISTRIBUTION OF RESERVES

OF €0,62/SHARE

07/08/2009

RE-LAUNCH OF

PTO BY MI.MO.SE

28 SETTEMBRE 2010

May 21st

2012

33

Amplifon is the world leader in the distribution

and personalised fitting of hearing aids.

The group Operates through a Network of more

than 3,000 specialised points of sale and over

2,900 service centres in Australia, Italy, UK and

Ireland, France, Germany, The Netherlands,

Belgium, Luxemburg, New Zealand, Switzerland,

Spain, Portugal, Hungary, Egypt and North

America.

During 2011 the group achieved 827.4 mln euro of

turnover and 144.5 mln euro of Ebitda.

web site: www.amplifon.it

2

0

1

0

10/12 Amplifon finalizes

the acquisition of 100%

of NHC Group Ltd

(National Hearing Care) ,

the leading Australian

distributor of hearing aid

solutions, with revenues

of about A$144M and

Ebitda margin of 28.5%

4/11 completion of the

private placement of

19.841.950

new ordinary shares,

representing 9.99997%

of the issued

Capital at a price per

share of Euro 3.65,

raising €72,4m

Since tip first investment

2

0

1

1

2

0

1

2

28/03 Amplifon Germany

Acquires aftercare

business for Sanomed

customers from

William Demant Holding

16/01 Amplifon enters

the turkish market and

looks to achieve market

leadership through

the acquisition of 51% of

Maxtone, a modern retail

company active in the

commercialization of

hearing solutions

28 SETTEMBRE 2010

May 21st

2012

Dataholding 2007 controls 34,2% of B.E.E. TEAM

S.p.A., an Italian leader in the operating and

technological outsourcing for the banking,

insurance and public administration sectors.

During 2011 B.E.E TEAM achieved 88,9 mln euro of

turnover and 10,1 mln euro of Ebitda, showing

significant improvement with respecto to 2010.

web site: www.beeteam.it

34

2

0

0

7

24/7 Acquisition of Praxis

Calcolo S.p.A. for €13m

(revenues of €13/14m). The

company operates in the IT

sector from many years

providing services and

products to clients in the

TLC, Utilities, services and

industrial sectors.

24/7 Capital increase of €8m

6/4 Data Holding

acquires control of

Data Service (now Bee

Team)

30/05 Capital increase

of €13M

21/11 Acquisition of

Universo Servizi S.p.a., a

company that provides IT

services to insurance

companies for €20M

2

0

0

8

2

0

1

1

1/10 Capital increase of

about €30m Underwritten

by Dataholding for about

€10,1M, IMI Investimenti

for about €7m and other

existing shareholders

for the remaining part. 16/9 Acquisition of an initial

10% stake in To-See (2C)

13/12 Acquisition of an

initial stake of 10% in

Bluerock Consulting with an

option to acquire 41% in

2011 and 49% in 2013. Based

in London, the company

specializes in financial

services consultancy for

blue-chip domestic and

international clients

2

0

0

9

2

0

1

0

2

0

1

2

10/5 Acquisition of a

further 41% stake in

Bluerock consulting for

€1,7M (total stake of

51%)


further 41% stake in To-

See (2C) for €0,6M (total

stake of 51%) 6/2 Acquisition of a further

43,2% stake in bluerock

consulting (total stake of

94,2%) for about €1,4M


28 SETTEMBRE 2010

May 21st

2012

Bolzoni Auramo Group is the second largest

producer worldwide of fork lift truck

attachments and material handling.


total turnover and 9.1 mln euro of Ebitda.

35

web site: www.bolzoni-auramo.it

2

0

0

6

6/3 with the start-up of

the plant in Podenzano

and the deposit of a

specific patent, Bolzoni

ratifies its entrance in

the market segment

dedicated to forks for

lift trucks

5/10 Bolzoni finalizes

the acquisition of 100%

of Meyer, the second

manufacturer in Germany

and fourth worldwide

for lift truck

attachments

2

0

0

7

2

0

1

1

8/04 Bolzoni enters the

Chinese market by signing

a JV contract with the

company Hebei Jing

County Huaxin Forks -

leader in the production

of forks for lift trucks -

for the constitution of

Bolzoni Huaxin. The

agreement also

contemplates Bolzoni

taking a 20% investment

in the capital of Huaxin.

22/10 Tiger Group

acquires a 20% stake in

Bolzoni Holding Hong

Kong, for a value of

about €2 m in cash, with a

total subscription in

share capital increase, to

be employed to pursue

the development plans

already set up in China by

Bolzoni Group.


28 SETTEMBRE 2010

May 21st

2012

36

web site: www. delonghi.com

De’ Longhi Group is one of the world leaders in

the manifacture and sale of products for air

conditioning, air treatment, heating, kitchen

appliances, coffee making, house cleaning and

ironing.

During 2011, prior to the spin-off transaction of

the DeLclima activities, the group achieved about

1,807.8 mln euro of turnover and 243.7 mln euro

of adjusted Ebitda.

2

0

1

1

11/10 approval of the

Project of partial and

proportional Spin‐off

for the separation of the

Professional division. As

a consequence of the

spin‐off, the two areas

where the business of De’

Longhi Group operates

were separated: activities

of the Household

division remained under

De’ Longhi S.p.A., those

of the Professional

division under De’ Longhi

Clima S.p.A.

2

0

1

2

02/01 from the effective

date of the spin‐off

(January 1st 2012), the

shares of DeLclima S.p.A.

were listed separately

from the shares of De’

Longhi S.p.A..


28 SETTEMBRE 2010

May 21st

2012

37

web site: www.del-clima.com

DeLclima is one of the main European players in the

field of centralized systems for air conditioning,

heating, ventilation and air treatment (B2B

business). The company is also active in the

production and distribution of radiators.

During 2011 the company achieved about 389.2 mln

euro of turnover and 32.1 mln euro of Ebitda.

Datalogic group is the second global leader in the

design, production and marketing of barcode

readers, portable data collection devices and

radio frequency identification devices (RFID).



web site: www.datalogic.com

28 SETTEMBRE 2010

May 21st

2012

38

web site: www.diasorin.com

DiaSorin is one of main global operators in the

development, production, and distribution of

immunoreagent kits and relative equipment for

clinical diagnostics.



Intercos Group is one of the world leaders in the

research, development and production of make-up

products for the main international operators

involved in the cosmetic industry.

During 2010 the group achieved about 245 mln

euro of turnover.

web site: www. intercos.com

28 SETTEMBRE 2010

May 21st

2012

39

web site: www.ima.it

The IMA group – Industria macchine automatiche, is

the world leader in the design and manufacture of

automatic machines for the processing and

packaging of pharmaceuticals, cosmetics, tea,

coffee and chocolate.

During 2011 IMA achieved 669.2 mln euro of

turnover and 91.6 mln euro of adjusted Ebitda.

2

0

1

1

21/10 IMA approved the

merger plan for IMA

S.p.A. to absorb IMA Life

S.r.l., a subsidiary that

specializes in the

production of automatic

machines for the

processing of

pharmaceutical products

in aseptic and non aseptic

environments. The merger

is part of the project to

simplify the corporate

structure, the purpose

being to improve the

operational and

organizational structure

of IMA.

2

0

1

2

21/12 Completion of the

demerger of RC S.p.A. ,

wholly owned indirectly

through Corazza S.p.A.

The demerger allocates

the pressed soup cube

production line business

to Corazza S,p.A. and the

packaging machine

refurbishing business to

Naturapack S.r.l. (both

companies are

controlled by IMA). The

demerger is part of the

project to simplify the

corporate structure of

IMA


28 SETTEMBRE 2010

May 21st

2012

M&C is a listed company specialised in turnaround

and investments in underperforming assets.

the most significant investment is the stake of

about 42% held in Treofan AG, a world leader in

bioriented polypropylene (BOPP), used in the

packaging, label and film sectors for the tobacco

and electronics industry.

M&C has available cash for about 45 mln euro.

web site: www.management-capitali.com

40

IPG Holding holds 27% of the share capital of

Interpump Group S.p.A.; Interpump Group is the

worldwide leader in the design and production of

professional high pressure piston pumps, power

take-offs and hydraulic pumps.



web site: www.interpumpgroup.it

28 SETTEMBRE 2010

May 21st

2012

41

web site: www.monrifgroup.net

Monrif is a holding operating in: publishing,

printing, hotels, real estate, internet and

multimedia technologies.

The most significant investment is represented by

the stake of about 62% in Poligrafici Editoriale

Group, publisher of the “Il Resto del Carlino”, “La

Nazione” and “Il Giorno”. The second most

important investment regards 100% of Emiliana

Grandi Alberghi S.p.A.

The value of the group’s property and hotel is

particularly relevant.

During 2011 the group achieved 248 mln euro of

total turnover and 21 mln euro of Ebitda.

2

0

0

5

30/3 EGA Emiliana

Grandi Alberghi S.r.l.

disposal of Bologna

property, the real estate

of Hotel Internazionale,

for about €21,5m

11/11 Monrif and

Poligrafici Editoriale

disposal of the 9.23%

stake held in Dada S.p.A.

with a capital gain of

about €13m

2

0

0

9

2

0

1

0

12/3 IPO of Poligrafici

Printing

28/7 approval of the

merger of Monrif

Investimenti e Sviluppo

S.r.l. in Monrif S.p.A. with

the goal of simplifying

the organizational

structure of the Group.


28 SETTEMBRE 2010

May 21st

2012

42

Noemalife is one of the global leaders in the

diagnostic and clinical processes of health

structures.

During November 2011, Noemafile has bought 45%

of Medasys (de facto the control of the company)

a French listed company leader in IT services for

the healthcare sector in France.

During 2011 Noemalife achieved (without Medasys)

48.5 mln euro of turnover and 9.1 mln euro of

Ebitda.

web site: www.noemalife.com

2

0

0

7

31/3 acquisition of the

business activities of “Ferrania

LifeWeb” based in Ferrania

(SV) - one of the major Italian

players in IT solutions for

Medical Images Management

Systems

31/7 Acquisition of “sezione

Informatica di Laboratorio”

branch from Dasit

25/6 acquires Unitech

16/7 acquires

healthcare IT activities

of Praezision Informatica

S.r.l.

23/7 JV with Almaviva to

provide global IT

solutions to healthcare

companies

2

0

0

8

2

0

0

9

25/7 acquisition of a majority

stake in Solinfo s.r.l.

27/7 NoemaLife’s binding

offer for acquisition of 45%

of Medasys capital, through

the subscription of a reserved

capital increase of €7.3M, was

approved. Noemalife is now the

main shareholder of Medasys


51% stake of Service

S.r.l.

27/3 Noemalife signs

agreement to buy the

remaining stake of the JV

with Almaviva


51% stake in Codices

2

0

1

1


28 SETTEMBRE 2010

May 21st

2012

Borletti Group, of which TIP is one of the largest

shareholders, manages and holds 30% of the

share capital of Printemps, the second largest

department store in France.

During the financial year ended 31 March 2011

Printemps generated total revenues of 1.065 mln

euro, with an Ebitdar of about 118 mln euro.

web site: www.printemps.com

43

NH Hoteles is a Madrid-based group that owns and

operates one of the world’s most important “city

hotel” chains, about 500 structures.

Besides hotel operations, the group controls the

Spanish company Sotogrande, which operates in

the real estate activity.

During 2011 the group achieved 1,428.3 mln euro

of total turnover and 202.4 mln euro of Ebitda.

web site: www.nh-hoteles.com

28 SETTEMBRE 2010

May 21st

2012

44

ClubTre S.r.l. (35% Tip) is the first shareholder,

owning about 6.2% of the share capital, of

Prysmian.

Prysmian is the global leader in the industry of

cables and systems for energy and

telecommunications.

During 2011 the Group achieved total pro-forma

revenues of about 7.6 billion euro and a pro-forma

Ebitda of 568 mln euro.

web site: www.prysmian.it

2

0

1

1

5/1 Prysmian launches a

public offer for the

acquisition of 100%

share capital of its

competitor Draka

Holding, for about

€840m. The offer was

successfully concluded

in February. The combined

group is a new leading

player in the worldwide

energy and telecom

cable and systems

industry, in particular in

several of its high-

technology segments,

with operations in more

than 50 countries, a

manufacturing footprint

of over 90 plants and a

total workforce of more

than 20,000 employees.

2

0

1

2


28 SETTEMBRE 2010

May 21st

2012

45

Servizi Italia is the leading national provider of

integrated services for hiring, washing, sterilizing

and logistics of textiles and surgical instruments

for healthcare sector.


turnover and 59.3 mln euro of Ebitda

web site: www.si-servizitalia.com

2

0

0

7 21/12 Servizi Italia has

signed an agreement for

the acquisition of a 51%

stake in A.M.G. S.r.l. -

active in the linen and

workwear washing and

sterilization

11/12 Servizi Italia signs

a Joint venture

agreement, for the

business development in

the Middle East, with

Fresh Professional

Laundry and Textile

Services LLC, a US

company active in the

industrial laundry

services.

2

0

0

8

2

0

1

0

24/11 Servizi Italia

purchases a stake of 70% of

the company Amedes s.p.a.,

active in the acquisition,

intermediation, sale and

production and/or

development of medical

devices for surgical

procedures, as well as in the

technical assistance /

scientific support services

to users of medical devices

2/7 Servizi Italia

purchases a stake of 75%

of the health sector

services branch of

padana everest s.p.a., main

player in the Industrial

laundry sector in italy


28 SETTEMBRE 2010

May 21st

2012

46

web site: www.valsoia.it

Valsoia is the leader in the Italian market in the

production, distribution and marketing of health

products which use soy and rice as fundamental

ingredients.

The main product lines are vegetal drinks, vegetal

ice creams and desserts, meals solutions and

other vegetal based products.



2

0

1

1

30/3 Valsoia enters the

Spanish market through

the establishment of

Valsoia Iberica S.L

11/2 Valsoia enters the

Slovenia market through

the establishment of

Valsoia Pronova d.o.o

23/9 Valsoia signs an

agreement with Unilever for

the acquisition of Santa

Rosa business.

2/9 Valsoia signs an

agreement for the use of

the Almaverde Bio brand

licence. The agreement,

involves the production

and marketing by Valsoia

of ice cream and diary

products under

Almaverde Bio brand


28 SETTEMBRE 2010

May 21st

2012

Zignago Vetro Group is one of the world leaders

in the production of glass containers for the

cosmetics, perfume and food - beverage sectors

During 2011 the group achieved 291.2 mln euro

of turnover and 76.9 mln euro of Ebitda.

web site: www.zignagovetro.com

47

2

0

1

0

21/7 Vetreco, an

environmentally focused

company for the

treatment of recicled

glass in center and

southern italy, is formed

from an initiative between

ardagh glass s.r.l, saint-

gobain vetri s.p.a., and

zignago vetro s.p.a

2

0

1

1

3/3 Zignago Vetro has

purchased around 79%

of Huta Szkla Czechy, a

Polish manufacturer of

glass containers for the

cosmetics and perfumery

and food and beverage

industries


28 SETTEMBRE 2010

May 21st

2012

48

Shareholders’ structure and target price

Current shareholders’ structure

Recent analysts consensus

Brokerage House Date RecommendationTarget

price

Closing

price

Premium vs

closing price

Fidentis Equities 28/04/2011 Buy 1,75 - 1,85 1,460 19,86% - 26,71%

Equita S.I.M. 12/12/2011 Buy 1,75 1,430 22,38%

Integrae 23/12/2011 Buy 2,10 1,450 44,83%

Cheuvreux 21/03/2012 Buy 1,85 1,547 19,59%

Integrae 26/03/2012 Buy 2,20 1,575 39,68%

Equita S.I.M. 26/03/2012 Buy 1,89 1,575 20,00%

TARGET PRICE

28 SETTEMBRE 2010

May 21st

2012

Selection of advisory transactions 2011

49

IN THE TRANSACTION THE BUYERS HAVE BEEN ASSISTED BY

TERMINE, IN QUALITA’ DI REGISTA, DA

T AMBURI & A SSOCIATI

HAS ACQUIRED IN EXECUTION OF A «CONCORDATO

PREVENTIVO» PROCEDURE A CARVE-OUT OF




HAS ACQUIRED FROM DANAHER GROUP A 100%

STAKE IN

AND CERTAIN OF ITS AFFILIATES IN THE TRANSACTION THE BUYERS

HAVE BEEN ASSISTED BY

HAS ACQUIRED FROM PRIVATE

INVESTORS THE CHINESE GROUP

CENTRE GAIN

COMPANY PARTICIPATED BY

JOINT VENTURE BETWEEN BOLZONI

GROUP AND THE CHINESE GROUP

HUAXIN FORK IN THE FORKLIFT TRUCK

ATTACHMENTS SECTOR.

HUAXIN FORK

IN THE TRANSACTION BOLZONI GROUP HAS BEEN ASSISTED BY

COMPANY PARTICIPATED BY

HAS ACQUIRED THE GOING CONCERN RELATED TO THE

PRODUCTION AND COMMERCIALISATIO OF PVC FILMS

FROM




HAS ACQUIRED A MAJORITY STAKE IN






HAS ACQUIRED A 100% STAKE IN THE COMPANY





HAS ACQUIRED THROUGH THE SUBSCRIPTION OF A

RESERVED CAPITAL INCREASE A 45% STAKE

(RELATIVE MAJORITY STAKE) OF

28 SETTEMBRE 2010

May 21st

2012

Selection of advisory transactions 2009 / 2011

50




HAS ACQUIRED FROM UNILEVER GROUP THE

BUSINESS

IN THE TRANSACTION THE BUYERSHAVE BEEN ASSISTED BY


HAS ACQUIRED

a A MAJORITY

STAKEin

a MINORITY

STAKEin

FLEXOPACK

a A MAJORITY

STAKEin

IN THE TRANSACTION THE BUYERSHAVE BEEN ASSISTED BY


HAS ACQUIRED

a A MAJORITY

STAKEin

a MINORITY

STAKEin

FLEXOPACKFLEXOPACK

a A MAJORITY

STAKEin

ACQUIRED A 100% STAKE IN

IN THIS TRANSACTION THE SELLERS


TAMBURI & ASSOCIATI

ACQUIRED A 100% STAKE IN

IN THIS TRANSACTION THE SELLERS


TAMBURI & ASSOCIATI

ACQUIRED A MAJORITY STAKE IN

THE FRENCH COMPANIES

IN THIS TRANSACTION THE BUYERS


TAMBURI & ASSOCIATI

28 SETTEMBRE 2010

May 21st

2012

Selection of equity capital market deals

PTO

Jolly Hotels

IPO

d’Amico International

Shipping

PTO

Data Service

residual PTO

Jolly Hotels

51

28 SETTEMBRE 2010

May 21st

2012

52

Attachments – Profit & Loss account

Profit & Loss account (€ ) 2009 % 2010* % 2011** %

Revenues from services 3.225.161 90,6% 5.775.917 94,4% 5.468.717 96,5%

Other revenues 335.678 9,4% 341.825 5,6% 201.127 3,5%

Total revenues 3.560.839 100,0% 6.117.742 100,0% 5.669.844 100,0%

materials, services and other costs (1.641.736) -46,1% (1.444.849) -23,6% (1.544.312) -27,2%

Personnel and other costs (2.666.404) -74,9% (4.286.822) -70,1% (3.511.563) -61,9%

Operating profit (loss) (747.301) -21,0% 386.071 6,3% 613.969 10,8%

Net financial income 1.698.244 47,7% 7.428.834 121,4% 2.566.456 45,3%

Profit before adjustments to investments 950.943 26,7% 7.814.905 127,7% 3.180.425 56,1%

profit of equity-accounted investments and

business combination722.068 20,3% 3.423.338 56,0% 1.385.437 24,4%

Net fair value losses on available for sale

financial assets(132.381) -3,7% (52.575) -0,9% (1.185.074) -20,9%

Profit before tax 1.540.630 43,3% 11.185.668 182,8% 3.380.788 59,6%

Taxes (515.122) -14,5% (955.418) -15,6% (748.964) -13,2%

Profit of the year 1.025.508 28,8% 10.230.250 167,2% 2.631.824 46,4%

*Consolidated data

**Individual data

28 SETTEMBRE 2010

May 21st

2012

53

Attachments – Balance sheet

Balance sheet (€ ) 31-Dec-09 31-Dec-10* 31-Dec-11**

Property, plant and equipment 92.975 67.780 99.094

Goodwill 9.806.574 9.806.574 9.806.574

Investments in associates measured using the equity method 31.470.790 40.878.172 39.075.244

Investments in associates measured at fair value 8.085.000 8.085.000 8.085.000

Available-for-sale financial assets 44.861.908 91.048.989 103.396.305

Trade receivables and other 820.343 950.465 444.127

Loans and receivables 0 10.810.873 18.571.117

Total non current assets 95.137.590 161.647.853 179.477.461

Trade receivables 1.693.891 1.052.379 2.001.713

Current financial assets 41.545.831 34.344.835 13.650.997

Loans and receivables 12.129.393 10.096.362 0

Cash & cash equivalents 424.285 680.238 206.043

Other current assets 184.109 168.755 104.039

Total current assets 55.977.509 46.342.569 15.962.792

Total assets 151.115.099 207.990.422 195.440.253

Share capital 55.484.944 69.959.372 70.744.156

Reserves 107.591.839 117.479.726 100.045.636

Losses carried forward (15.051.532) 0 1.741.051

Profit for the year 1.025.508 10.234.991 2.631.824

Total equity 149.050.759 197.674.089 175.162.667

Employment benefits and deferred tax 331.661 1.217.117 578.484

Total non-current liabilities 331.661 1.217.117 578.484

Trade payables 343.232 650.665 397.597

Loans 54.166 3.500.027 16.897.220

Tax liabilities 85.903 1.947.832 434.061

Other liabilities 1.249.378 3.000.692 1.970.224

Total current liabilities 1.732.679 9.099.216 19.699.102

Total liabilities 2.064.340 10.316.333 20.277.586

Total Equity and liabilities 151.115.099 207.990.422 195.440.253

*Consolidated data

**Individual data

28 SETTEMBRE 2010

May 21st

2012

54

Investor Relator

Alessandra Gritti

Via Pontaccio 10, 20121 Milano

Tel. no.(0039) 02 – 8858801, Fax. no.(0039) 02 – 8900421

email: [email protected]

http://www.tipspa.it

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