Company Presentation AUCTUS Capital Partners AG

partner of choice

for the „Mittelstand“ Value & Growth

Security & Trust

Competency & Experience

Cross-sector Investments… • …in manufacturing and services companies • …in Germany, Austria and Switzerland (D-A-CH) • …in enterprises with EUR 10-150m revenue

Joint Business Success

AUCTUS

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…following different investment opportunities… • …Management Buy-Out (MBO) • …Management Buy-In (MBI) • …Owner Buy-Out (OBO) • …Spin-Off / Carve-Out

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Processes & Partners

Values Products Company Team Industries

the leading private equity firm in the German-speaking Europe

AUCTUS

Team • Continuity and extensive experience in the German medium-sized enterprise sector, the “Mittelstand“

• 13 experienced investment professionals; >90 years accumulated private equity involvement

• Strong know-how in all facets of entrepreneurial partnerships and various transaction situations

• Management and Investment Committee with a joint AUCTUS tenure of almost 10 years – constant

Company • For more than 10 years the leading private equity firm in the German-speaking „Mittelstand“

• More than EUR 500m assets under management with investors ranging from renowned financial institutions and family offices to successful entrepreneurs

• More than 80 transactions in Germany, Austria and Switzerland – market leader

• Winner of different International Awards as best private equity firm

Products Individual, capital efficient and tax optimized private equity solutions:

• Owner Buy-Out (e.g. succession arrangements, Spin-Off etc.)

• Growth financing (potentially through partial acquisition of shares)

• Management Buy-Out/Buy-In

• Buy&Build Strategies (e.g. market consolidation through add-ons)

• Spin-Off / Carve-Out

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AUCTUS

Values • High level of pragmatism, solution orientation and an affinity for the „Mittelstand“ – fast, discrete and

professional

• Fairness & trust – We keep our word

• Flexibility and creativity in our cooperation with business partners

Processes and Partners • Fast, efficient and reliable decision-making processes executed by an experienced investment

committee and management team

• Excellent network of financial institutions, skilled auditors, lawyers and experts together with a wide-ranging experience in different industries

• High transaction completion rate and a strong experience in acquisition and corporate finance

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the leading private equity firm in German-speaking Europe

Industries • Deep industry experience, especially in the core industries Health Care, Education, Business

Services, Consumer Goods, Industry/Technology

• AUCTUS focuses its investments in the industrial and technology sectors on 'hidden champions' of the German 'Mittelstand'

more than 90 years of experience in the private equity sector

AUCTUS Team

Founder of AUCTUS (2001)

Before:

Wellington Partners

Apax Partners

Procter & Gamble

Dr. Ingo Krocke

Chairman

Since 2005 at AUCTUS

Before:

Deutsche Bank e-M1 Fund

Boston Consulting Group

DaimlerChrysler

Dr. Nicolas Himmelmann

Director

Since 2006 at AUCTUS

Before:

3i Group

WestLB

BNP Paribas

Dr. Daniel Meuthen

Director

Since 2006 at AUCTUS

Before:

UPM Kymmene

PwC

Hahn & Hahn

Christoph Blanke

Director

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more than 90 years of experience in the private equity sector

AUCTUS Team

Since 2009 at AUCTUS

Before:

PharmaZell,

Oliver Wyman,

Deutsche Bank

Benjamin Seifert

Since 2011 at AUCTUS

Before:

Crédit Agricole Private Equity,

Boston Consulting Group,

Bilfinger Berger

Thomas Lott

Since 2013 at AUCTUS

Before:

4 Jahre Entrepreneur,

3i Group,

HSBC,

Dialogfeld Communication

Stefano Orowitsch

Since 2013 at AUCTUS

Before:

UniCedit-Group,

Berenberg Bank,

Commerzbank,

Celenus Kliniken

Oliver Köthe

Since 2008 at AUCTUS

Before:

HSBC Trinkaus,

Roland Berger,

Adidas,

Flemming Dental

Florian Buddemeier

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Michael Krall

Since 2014 at AUCTUS

Before:

Altira

Waterland

Booz Allen Hamilton

in a large number of industries

Proven Track Record

Firms from different industries – united under one roof

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after 5-7 years of cooperation

Successful Exits

The prospective exit of AUCTUS provides entrepreneurs with additional financial and organisational opportunities

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Revenues between EUR 10m and EUR 150m (EBIT> EUR 2m)

Medium-sized companies with sustainable profits in German-speaking countries

Excellent management teams willing to invest alongside AUCTUS

Market leader or excellent market position with distinct competitive advantages

Strong growth and consolidation potential within the company and the sector

Transparent and controllable risks (finance, legal, technology)

Mainly majority investments (or at least two-digit ownership percentage)

Smaller companies can be attractive as add-ons for our AUCTUS portfolio

companies

AUCTUS Investment Targets

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through value creation and growth

Joint Business Success

• Professional support

• Growth through financial strength and investments in organic growth and add-ons

• Outstanding network of financing partners, industry experts and enterprises

• 3 fund generations and > EUR 500m assets under management

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Transaction Security

A Future for Enterprises

Joint Business Success

Joint Business Success serves as a reference

Despite all the uncertainty during the financial and economic crisis, AUCTUS consistenly supported and developed the company together with the management. New products and investments in innovation were important drivers of success. In 2013, Braun saw the best result in the history of the company. The company‘s new strategy offers a lot of opportunities in the next years and therefore a strong potential for further growth.“ Torsten Alex, Managing Partner, Dieter Braun GmbH

“

AUCTUS is a positive example of an excellent and reliable cooperation between a financial investor and the „Mittelstand“. The AUCTUS team was successful in accompanying a group of regional medium-sized companies on their way to becoming a nation-wide corporation through personal engagement and a high level of competency.“ Petra Langenhagen, Manager, TimePartner Holding GmbH

“

AUCTUS acquired ACOMON from a stock-listed American company running a carve-out transaction. Due to the fact that the seller aimed to keep elements such as the former brand name of the company and all the IT infrastructure, a lot of difficult decisions had to be made. In the end, it turned into a great entrepreneurial story: AUCTUS together with the management team built up and cemented ACOMON‘s market position, which is today one of the leading manufacturer for optical monomers in the world. Without a doubt, this strong performance was primarily due to the good cooperation between the management team and the financial investors. “ Eckehardt Mielke, Managing Partner, ACOMON AG

“

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through competency and experience

High Transaction Security

• Experience from more than 80 transactions results in fair, honest and feasible offers

• Fair and transparent valuations

• Nearly all LOIs lead to successful transactions

• Vast amount of experience and third party references

• Process security both internally (i.e. AUCTUS investment committee) as well as externally (i.e. through banking partners)

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Transaction Security

A Future for Enterprises

Joint Business Success

Transaction Security demonstrated in more than 80 transactions

AUCTUS asked the right questions during the Due Dilligence process – even the unpleasant ones – and proved that they understand our business. That was the best basis for our cooperation. It ensures acting in concert – and very successfully, as the development of LEMO shows. But perhaps most importantly: we fit together.“

Bernd Schlarp, General Manager, LEMO Maschinenbau GmbH

“

The employees of AUCTUS deeply impressed me with their competency, efficient way of working and especially their fair negotiation skills. The uncomplicated and transparent cooperation with AUCTUS during the preparation of the MBO was the basis for creating trust for the future.“ Dr. Oliver Bolzern, General Manager, PharmaZell GmbH

“

AUCTUS drew attention to their offer from the very beginning by identifying the market potential and proposing trendsetting ideas. That the transaction was completed so positively for all original shareholders was due to AUCTUS‘ great empathy, an analytic and result-orientated collaboration as well as AUCTUS‘ reliability. The AUCTUS team is a partner of choice for the company‘s chairman and enjoys our complete trust.“

Hr. Miesel, Hr. Weinz, Directors, Procon Holding AG

“

AUCTUS did a great job, chose the right moment and successfully convinced the conservative founder to trust the new management team. We are looking forward to achieving market leadership in the German education sector with the strategic support of AUCTUS. The AUCTUS team is very result-orientated; that´s why our cooperation is great fun.“ Dr. Florian Schütz, General Manager, Career Partner GmbH

“

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defined by security and trust

A Future for Enterprises

• Continuity of management and strategy

• Entrepreneurial responsibility through co-investments of more than 10%

• No insolvencies

• Fair and equal partnerships

• AUCTUS as an owner-run, mid-cap enterprise respects company cultures and employees

Transaction Security

A Future for Enterprises

Joint Business Success

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Secure Prospects for enterprises

Having a 51% majority of outstanding shares, AUCTUS never leveraged its situation of ownership to force the management in a certain direction. Instead, a vital dialogue arose. We have never had any legal issues regarding mutual rights and obligations – neither while AUCTUS held a stake in the company nor afterwards. As a matter of fact, the opposite is true: AUCTUS gave a lot of support that was strongly in favour of the management and employees. To discuss key elements of the business strategy, a phone-call or a meeting was always possible and gave, at the end of the day, a lot of confidence to me as an entrepreneur. “

Matthias Niggemann, Managing Partner, Noventiz GmbH

“

From the start AUCTUS was a solid partner on equal footing. In terms of operational, financial and even structural measures AUCTUS always supported us in a competent and sustainable manner. For our management team and employees AUCTUS was a lot more than just a financial investor. In fact, AUCTUS provided for a trustful cooperation.“ Oliver Walter, Managing Partner, Dialogfeld Beteiligungs GmbH

“

In AUCTUS we found a partner, who had an in-depth understanding of our business model. During our cooperation, AUCTUS was always available to decisively support management on equal terms without trying to control every detailed business operation. That is how a good partnership should look like. We developed a relationship of trust and respect that lasted to the successful exit and beyond.“

Markus Höfels, Managing Partner, Noventiz GmbH

“

We had already spoken to different financial investors by the time we met AUCTUS in 2006. We were looking for a suitable and sustainable succession arrangement for our company and employees. AUCTUS gave the most convincing answers to our questions. That´s why we decided to re-invest with a double-digit percentage. Subsequently, we developed step by step the structures that allowed us to retire. In the same manner, we successfully developed the business together with AUCTUS, were able to battle the financial crisis 2008/09 and consequently, completed a successful exit in 2012 with a strategic buyer. Through the transaction we were able to sell our stake in the business. We would definitely do it again.“ Horst Ahlisch, Managing Partner, AS Electronics

“

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Partial Sale / Owner Buy-Out

Process • Partial realisation of enterprise value through the sale of

company shares – often in preparation of succession and full company sale (phased company sale)

• Re-investment of existing shareholders • Entrepreneur remains responsible for the management of the

company Motivation • Diversification of private capital, succession planning,

capital/partner for growth strategies (organic /external), creation of company value

Examples

Full Sale/ Succession Arrangement / Carve-Out

Process • Sale of 100% of shares; where applicable vendor loan and/or

earn-out as link to the business • Leadership transfer to new management • Carve-Out • Phasing-out of existing shareholders (e.g. through advisory role)

Motivation • Succession Arrangements • Total value realisation of company

Examples:

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Individual Private Equity Solutions for diverse equity investments

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Management Buy-Out / Buy-In

Process • The management team together with the AUCTUS fund acquires

shares in a company • The management of the business is now in the hands of the new

management team – if required successors for previous shareholders are found

• Alternatively: AUCTUS provides capital and infrastructure for a sector-specific MBI by succesful managers

Motivation • Purchase and management of a company • Realisation of attractive returns / company valuations / capital

gain Examples:

Growth Capital / Consolidation / Buy&Build

Process • Capital provision for a company takeover / consolidation strategy

(Buy&Build) • Typically accompanied by an acquisition of shares (part) • Capital infusion for additional acquisitions • AUCTUS provides constant support in the acquisition process • Management remains in hands of the entrepreneur Motivation • Industry consolidation, formation of a larger group of businesses • Creation of significant company value Examples:

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Individual Private Equity Solutions for diverse equity inverstments

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• As an outsourcing service for disposal solutions NOVENTIZ caters to the needs of its customers – no matter if it concerns refuse/garbage disposal or packaging circulation

• The interface between dual systems / waste remover as well as industry and commerce, NOVENTIZ buys disposal quotas in large quantities and passes the price reduction on to the customer

• AUCTUS acquired a stake in NOVENTIZ through an Owner Buy-Out • The founder were able to realise a significant part of the business‘ value and

won AUCTUS as a strong partner for future growth • AUCTUS differentiated itself from other investors through understanding of

NOVENTIZ complex regulatory business model • Sellers expressed their trust in the cooperation with AUCTUS through their

significant re-investment (49%) in NOVENTIZ

Noventiz – key figures Transaction

• Revenue: ca. EUR 24m • Employees: ca. 70 • Sites: Cologne (head quarters)

• Implementation of a reporting and control system • Strengthening of the management team through share inclusion of the entrepreneurial-thinking, second tier of management in the transaction • Joint build-up of a third general manager • Improved management of cash and cash equivalents, working capital and cost controlling • Support for the realignment and creation of a sales team, e.g. by hiring of a sales manager and introducing a CRM system and sales controlling • Promotion and extension of strategic competencies in business development and support in the valuation of potential purchases • Online portal creation for the licencing and acquisition of an online platform for secondary commodity trade • Cross-selling of NOVENTIZ services to other AUCTUS portfolio companies

Value creation strategy, Cooperation

Partial Sale / Owner Buy-Out Noventiz GmbH

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• Purchase and Spin-Off of PharmaZell as a business division of Noveon-Pharma, a company of the Lubrizol Group through AUCTUS in May 2006

• AUCTUS was able to successfully compete against a number of strategic buyers and financial investors due to its flexible and fast process management and the chosen transaction structure

• The entrepreneurial-orientated management acquired a significant share of the company as part of the transaction and remains responsible for the management afterwards

• Implementation of an independent organisational structure after the Spin-Off from the Lubrizol Group (i.a. introduction of an ERP System) • Acquistion and expansion of a production site of the Lubrizol Group in India • Creation of an additional ‘state-of-the-art‘ production site as well as a large research laboratory in India • Consistent promotion of investment in research and development to expand the product portfolio • Creation of a distribution office in the United States to accelerate the internationalisation process and entry into the largest pharmaceutical market • Financing of major capacity expansions at sites in Germany and India • Subsequent successful extension of the product portfolio, especially in India • Improved reporting allowed better management of working capital and cost reduction potential through efficiency improvements that made the production

process more transparent • Revenues tripled by the time of PharmaZell‘s sale in 2011

• PharmaZell specialises in the electro-chemical production of pharmaceutical active ingredients in various areas of indication as well as in the development of new production processes

• PharmaZell‘s customers are producers of patent-protected pharmaceuticals as well as generic pharmaceuticals companies

PharmaZell – key figures Transaction

Value creation strategy, Cooperation

Full Sale / Carve-Out PharmaZell GmbH

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• Revenues: ca. EUR 60m • Employees: ca. 500 • Sites: Raubling (GER), Chennai und Vizag (India)

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• Acquisition of IUBH - International University Bad Honnef in 2007, a private universiy with 1.000 students, as nucleus for Career Parnter through AUCTUS

• Owner (active CEO) was in search of a capital investor who also offered expertise to strategically develop the business and build up a new management team

• AUCTUS was able to win the auction process by presenting the seller an experienced Buy-In manager and a convincing concept for the existing company properties

• Career Partner is a leading provider of private education for higher and executive education e.g. brands IUBH- International University Bad Honnef and PROAKTIV

• At present the group caters to 6.000 students which are enroled in more than 25 bachelor, master, and other certified programmes in addition to 10.000 participants in executive education programmes each year

Career Partner- key figures Transaction

Value creation strategy, Cooperation

Management Buy-Out / Buy-In Career Partner GmbH

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• Revenues: ca. EUR 36m • Employees: ca. 300 • Sites: 5 Campus sites, 28 Online Study Centres

• An ambitious growth strategy was used to generate significant potential, triple revenues and realise a double-digit yearly growth • Add-on of a university of cooperative education and its integration in the Career Partner Group, subsequent organic roll-out of site openings in two

additional cities • Add-on of two providers in the executive education sector and integration of offerings in existing university programmes • Implementation of an internationalisation strategy through an international recruiting strategy of students as well as preparation for franchise

agreements with international partner universities • Development of innovative, solely online-based distance learning courses for certified bachelor, master and MBA porgrammes and creation of an

international network of examination centres • Creation and expansion of the management team and holding structures with central shared services • Safeguarding of the financing and growth plan through addition debt and equity capital

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• TimePartner is a temporary employment agency focusing on skilled workers and engineers

• TimePartner is to date one of the largest players in the German market, it has developed special expertise and a crucial position in the aviation industry

• Identification of consolidation potential in the highly fragmented market for qualified subcontracted employment (10 largest providers <25% market share (2004))

• A focused sector analysis led to the identification of DELTA Time-Control as nucleus for the industry-specific concept

• The transaction was completed in only 4 months following the initial contact in April 2004 and the Holding TimePartner was established

• The subsequent sector consolidation led to 9 add-ons for TimePartner through the cooperation with AUCTUS

• The TimePartner success story is based on the consistently followed Buy&Build strategy: 9 add-ons were completed in just 2 years in addition to the nucleus, DELTA Time-Control

• Up to 5 AUCTUS employees helped develop the company over the term of the investment • Apart from external growth through add-ons, TimePartner together with AUCTUS was able to reduce its client and sector dependency and expanded its

national coverage • An efficiency improvement was achieved by the implementation of an efficient IT-environment • A strengthend industry perception of the group as well as market leadership in the defined niche of qualified temporary employment was achieved through

well-aimed marketing initiatives • Thus revenues surged in only 2 years from EUR 19m to EUR 180m • Simultaneuously EBITA rose from EUR 2m to EUR 25m

Time Partner – key figures Transaction

Value creation strategy, cooperation

Industry Consolidation/ Buy&Build TimePartner GmbH

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• Revenues: ca. EUR 182m (2006) • Employees: ca. 5.500 • Sites: 46

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We are looking

forward to

talking to you!

AUCTUS Capital Partners AG Prinzregentenstraße 18 D - 80538 Munich Tel. +49 (89) 15 907 00 00 Fax +49 (89) 15 907 00 49 info@auctus.com www.auctus.com