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  1. 1. OUR ADDED VALUE & M&A TRENDS IN THE AERONAUTICS & DEFENSE SECTOR BUY SIDE – FUNDRAISING – SELL SIDE FEBRUARY 2022
  2. 2. 2 P R I V A T E & C O N F I D E N T I A L TABLE OF CONTENT Market Trends in the Aeronautics & Defense sector 03 Our Methodology & Expertise 13 M&A Trends in the Aeronautics & Defense sector 08
  3. 3. MARKET TRENDS IN THE AERONAUTICS & DEFENSE SECTOR I
  4. 4. 4 P R I V A T E & C O N F I D E N T I A L Forecast of Global Revenue Passerger Kilometers (2019 - 2040) 0 3000 6000 9000 12000 15000 18000 21000 2018 2020 2022 2024 2026 2028 2030 2032 2034 2036 2038 2040 COVID-19 HAS DISCRUPTED THE AERONAUTICS & DEFENSE SECTOR Increased focus on short-haul and domestic travel ▪ It is expected that the habit of shorter distance will stay Defense was more resilient: revenue up 2% at top 6 US defense companies Sources : PwC, Deloitte, Airbus – GMF, Fitch Ratings, GCF Research Market trends Change of behaviors The Covid crisis has led to a slowdown in the sector, especially in commercial aeronautics. The sector is slowly recovering, driven by changes of behaviors and the easing of restrictions Commercial aeronautics is most affected: 66% decline in RPK in 2020 vs. 2019 Decrease in lucrative business flights ▪ The rise of new communication technologies such as Zoom has accelerated the substitution of in-person meetings to virtual ones CAGR 19-40 + 3.9% RPK (billion)
  5. 5. 5 P R I V A T E & C O N F I D E N T I A L NEW OPPORTUNITIES IN THE AERONAUTICS & DEFENSE SECTOR Environmental pressure ▪ Considering the global environmental pressure and the funds given by the governments to pass the crisis, Airline companies will have to reduce CO2 emissions by investing in new aircrafts’ generation, NEO range and especially single aisles Sources : PwC, Deloitte, ASD, Boursorama, Airbus, GCF Reseach Airbus A320 family monthly production rate (2020-2025) Key growth drivers The resumption of deliveries is a reliable indicator of an end of the crisis: Airbus forecasts for its A320 family, a monthly production rate of 75 aircrafts by 2025. New deliveries over the next 20 years are estimated around 40 000 aircrafts 60 40 45 45 64 70 75 0 10 20 30 40 50 60 70 80 2019 2020 2021 2022f 2023f 2024f 2025f New opportunities amid the sector’ reshaping ▪ Pre-crisis, Airbus forecasted 63 monthly aircrafts’ production in 2021 vs. actual 45. The adaptation to the current market situation will result in M&A opportunities (consolidation, economies of scale, innovation, …) Resilience of low-cost companies which are mainly using single-aisle aircrafts (A320 family) ▪ Faster recovery due to lower fixed costs ▪ Preference for direct flights: reinforcing the low-cost companies' strategy
  6. 6. 6 P R I V A T E & C O N F I D E N T I A L Global MRO Market evolution in $bn (2019 – 2031) RESILIENCE OF THE GLOBAL MRO MARKET Asia Pacific expected to witness a significant growth ▪ Representing 31% of the global MRO market, Asia Pacific market will increase by 5.5% by 2027 Key Drivers The global Aeronautics & Defense MRO (Maintenance, Repair & Operations) market has been valued at $82bn in 2019 and is expected to reach $108bn by 2026, increasing at a CAGR of 4%. Increase of investments in MRO equipment which help reduce operational expenditure (process efficiency, reduce of downtime’s length). Sources GMI, OliverWyman, Les Echos , GCF Research The growth of air travel and the aircraft production will support the MRO industry ▪ Air traffic passengers is expected to reach 7.2bn in 2035 (+90% vs. 2016) 82,3 108,4 117,7 0 20 40 60 80 100 120 140 2019 2026f 2031f CAGR 26-31 + 1.5% CAGR 19-26 + 4%
  7. 7. 7 P R I V A T E & C O N F I D E N T I A L REBOUND OF THE MRO MARKET IN FRANCE & EUROPE Consolidation of the fragmented sector ▪ Leaders of the market are looking to increase their size, to achieve scale economies and to complete their offer ▪ Numerous small companies with targeted skills, especially in engines and components segments which represent over 60% of the market Key Drivers In Western Europe, the aircraft MRO market is valued at $14bn and is expected to reach nearly $21bn by 2031. In France, the market rebound moderately at €4.6bn in 2021 (+6.5% from 2020). Capacities to renew exiting contracts & acquire new ones illustrate the resilience of MRO companies Sources: Statista, Xerfi, GCF Research Resume of the MRO market linked to the lifting of restrictions and the recovery of air traffic ▪ The recovery is only moderate due to on-going restrictions in foreign countries which freeze international flights N2 France is the N°2 MRO market (18% of total revenue) after Germany (40%) in Europe Western Europe MRO Market evolution in €bn (2021 – 2031) 14 22 0 5 10 15 20 25 2021 2031f 57%
  8. 8. M&A TRENDS IN THE AERONAUTICS & DEFENSE SECTOR II
  9. 9. 9 P R I V A T E & C O N F I D E N T I A L 101 94 109 135 118 109 107 110 102 68 77 117 144 117 157 156 0 20 40 60 80 100 120 140 160 180 2018- 1Q 2018- 3Q 2019- 1Q 2019- 3Q 2020- 1Q 2020- 3Q 2021- 1Q 2021- 3Q Number of M&A Deals per quarter Number of deals RECOVERY OF M&A ACTIVITY IN THE SECTOR Source Janes Capital Partners, Aerospace & Defense, Quarterly Report, Q4 2021 M&A transactions rebound in 2021 in the Aeronautics & Defense sector is boosted by the end of the crisis and an expected recovery of air traffic to pre-crisis levels between 2023 and 2025 +28% expected growth in 2022 The level of activity will return to its pre-crisis level in H2 2022 2021 accounted + 58% increase in M&A transactions compared to 2020 Growing digitalization & needs in disruptive technologies Government Services, IT Services & Software is the most active segment, accounting for ~20% of 2021 total number of deals
  10. 10. 10 P R I V A T E & C O N F I D E N T I A L VALUATION METRICS Year Buyer Target Sector Transaction Value TEV/ EBITDA 2021 UMS JEP Manufacturer of high precision equipment $31m 11,65x 2020 Avon Protection Systems Team Wendy Defense $130m 9,7x 2020 TT Electronics Excelitas Technologies Components & systems $18m 10,4x 2020 SFPI-FPIM & Sabena Aerospace SABCA Manufacturer of aeronautical components $88m 4,9x 2019 ITT Inc. Matrix Composites Manufacturer of aeronautical components $29m 8,5x 2019 Nitta Corporation Korea Nitta Moore Plastic-extruding products manufacturer $20m 7,55x Source Merger Market et Janes Capital Partners Aerospace & Defense, (rapport 2020 et 2021) ➢ Company Size The larger the company, the higher the multiple with key thresholds ➢ Profitability EBITDA margin is the most important benchmark for companies of similar size ➢ Market position A leading position in a market improves a valuation multiple 3 factors influence the valuation multiples:
  11. 11. 11 P R I V A T E & C O N F I D E N T I A L RECENT STRATEGIC OPERATIONS 2021 : consolidation year in the Aeronautics and Defense sector Source: Mergermarket, GCF analysis Year Investors Target Information Group est. revenue See More Nov. 2021 WeAre Group (FR): an aeronautic subcontractor Taramm & Gamma-Tial (FR): titanium foundry companies €95m here Aug. 2021 Gerard Perrier Industrie (FR): an industrial group AECE (FR): a manufacturer of electronic and electrical equipment €210m here July 2021 ACI Groupe (FR): a subcontractor for cutting edge industries Together Industrie (ex-Reims Aerospace): Assembly and repair services for complex aerostructures €45m here July 2021 Mecachrome (FR): a global leader in precision mechanics Hitim Group (FR): a high precision mechanics manufacturer €220m here June 2021 ACI Groupe (FR): a subcontractor for cutting edge industries Dviation (Malaysia): a subcontractor in aeronautics €45m here Nov. 2020 Sabena Technics (FR): MRO services in aeronautics Aeromecanic (FR): MRO for military aircrafts €520m here
  12. 12. 12 P R I V A T E & C O N F I D E N T I A L Year Investors Target Information Transaction Value See More Oct. 2021 Satys Aerospace (FR): aircraft painting, sealing and surface treatment €40m here Sept. 2021 Figeac Aero (FR): a leading European aeronautical subcontractor €35m here May 2021 Cebu Pacific (Philippines): a leading low-cost airline company $250m here April 2020 Castolin Eutetic (Germany): a leading group in maintenance, surface protection and special assembly €138m here April 2019 Revima (FR): an overhaul and maintenance of aeronautical equipment company - here Jan. 2019 Sabena Technics (FR): MRO services in aeronautics €350m here RECENT FUNDRAISING DEALS MRO (maintenance, repair & operations) and concepts to lower the costs remain important drivers for investors Source: Mergermarket, GCF analysis
  13. 13. OUR METHODOLOGY & EXPERTISE III
  14. 14. 14 P R I V A T E & C O N F I D E N T I A L OUR EXPERTISE & ADDED VALUE (1/2) Direct access to > 150 companies in the Aeronautics & Defense industry in Europe, Asia and internationally 1. Our Expertise & Experience Our multicultural teams with our own offices in Europe (Paris, Geneva, Lyon, Nantes) and in Asia (Singapore, Kuala Lumpur), and our partners in the Middle East, Africa and the US 2. Our International presence Entrepreneurs close to Entrepreneurs = reactivity & adaptability 3. Our “entrepreneurial” culture Privileged access to > 900 investors (Cap dev funds, VC, Debt funds, Family Office) with a specific interest in the Aerospace & Defense industry 4. Our Privileged access to Strategic & Financial Investors
  15. 15. 15 P R I V A T E & C O N F I D E N T I A L OUR EXPERTISE & ADDED VALUE (2/2) We prefer to act over the long term as partners alongside business leaders 5. Advisor & Partner With a total of 78 closings between 2016 & 2021 GEREJE is No. 1 & No. 2 between 2016 & 2021 in the Advisory Fusacq ranking – Corporate banking fundraising rankings in France 6. Our Track-Record Our expertise in structuring complex operations : Earn-Out, Management Buy-Out, Owner Buy-Out, Joint Venture… 7. Our Expertise in complex structuring We work with no conflict of interests and ensure confidentiality & discretion 8. Our independence
  16. 16. 16 P R I V A T E & C O N F I D E N T I A L OUR PRIVILEGED ACCESS TO STRATEGIC & FINANCIAL PARTNERS Small Cap companies ~40 companies in Europe, Asia and Worldwide - listed in our proprietary data base Mid Cap companies ~110 companies in Europe, Asia and Worldwide - listed in our proprietary data base Investors ~ 900 investors (PE, VC, CVC, Family Offices, etc.) with a specific interest in the industry sector - listed in our proprietary data base ● ● ● ● ● ●
  17. 17. OUR NETWORK OF EXPERTS 17 P R I V A T E & C O N F I D E N T I A L Fabrice LOMBARDO Founder & CEO of GEREJE Corporate Finance Expertise at the international level, in Europe, Asia (especially ASEAN), Middle East & Africa, in GEREJE’s 8 key sectors Education: BBA at Oxford Brookes Université, Grenoble Business School, Executive MBA at ESSEC, SFAF Certified Key Points: ● + 12 years in Business Dev. (multinationals) ● Creation of GEREJE: 2008 ● +100 deals closed EXPERIENCE & EXPERTISE ➢ + 15 years in M&A consulting for SMID & Large Caps ➢ Buy-Side Mandate & Sell-Side Mandate ➢ Fundraisings (Equity / Debt) ➢ Valuation & Structuring ➢ Speaker and lecturer at ESSEC Paris, EGE, EDC Paris ➢ Specific expertise in Industry ▪ Previous Managing Director Asia at EDELCOM (subsidiary of Citelum Group : EDF-Veolia) ▪ Previous Export Manager at BWT ▪ Previous APAC Area Manager at CATU (Legrand / Sicame Group ▪ M&A Consulting : VINCI, EGIS, SOCOTEC, M+W Group, etc.
  18. 18. OUR NETWORK OF EXPERTS 18 P R I V A T E & C O N F I D E N T I A L Laurent GOBINET Partner at GEREJE Corporate Finance Industrial Expertise in France and abroad Education : DESS electronic & MBA Purchasing, Bordeaux, France Key Points: ● + 25 years of experience in the Aeronautics/Naval/Defense & All-terrain vehicles sectors ● +20 years of international experience EXPERIENCE & EXPERTISE ➢ + 20 years of experience in large groups ➢ Industrial Strategy : production & services ➢ Aero., naval, defense, All-terrain vehicles , energies, etc. ➢ Purchasing, Supply Chain & Management ➢ Member of Neopolia Board (business network, Pays de Loire) ➢ Specific expertise in Industry ▪ Previous President et Deputy General Manager at GESTAL ▪ Previous Purchasing & Logistics Director at STELIA (ex Sogerma Services) ▪ Chantiers de l’Atlantique, Thales, etc.
  19. 19. OUR NETWORK OF EXPERTS 19 P R I V A T E & C O N F I D E N T I A L Bruno NAVET Partner at GEREJE Corporate Finance Asia - Kuala Lumpur Expertise in Asia in Aeronautics, Energies, Engineering Education : Harvard BS, MBA HEC Paris, Master of Science des Arts et Métiers Paris Tech Key Points: ● + 25 years of experience in the Aeronautics/Energy/Infrastructures sectors ● + 20 years of experience in Asia EXPERIENCE & EXPERTISE ➢ + 25 years of experience in large groups ➢ Aeronautics/Aviation/Defense/Infra/Energies ➢ Management & Restructuring ➢ Business Strategy ➢ Transformation, innovation & digitalization ➢ Specific expertise in Industry ▪ Head of Corporate restructuring for Airbus Asia-Pacific ▪ Previous Managing Director at CEGELEC Group ▪ Previous Managing Director at Alstom Industries Malaysia
  20. 20. 20 P R I V A T E & C O N F I D E N T I A L TRACK RECORD OF OUR EXPERTS’ NETWORK Click on the logos to access the website.
  21. 21. 21 P R I V A T E & C O N F I D E N T I A L OUR BUY-SIDE METHODOLOGY Option: Preparation of a "Long-List" of potential targets in the targeted sector and geographical area and ranking them in order of interest and according to M&A criteria (sales, EBITDA, etc.) Initiate contact between GEREJE and the target(s) (without giving the name of the client) to validate their actionability Meeting between GEREJE and the client to select a short list of targets to be approached in phase 2 Assist our client in the final Due Diligence Optimize the discussions between all involved parties: legal, audit, accounting… Advise on the best strategy and tactic for final negotiations with the target(s) until closing. Assist in the drafting & proof-reading of final contracts. Drafting & negotiation of a Letter of Intent (LOI) Management of client’s questions & requests (Q&A) Optimize the negotiations with the target Advise on the best structuring (equity / debt / mix) in the interest of the shareholders Option : Preparation of a strategic and financial note (detailed profile of the target) for the client Signing of the Letter of Intent (LOI) Signing of a Reciprocal Confidentiality Agreement (RCA). Meeting between the target and the client to confirm the strategic fit and the mutual willingness to enter negotiations Phase 1 – 1 to 3 months Market Screening & Preliminary Approach Phase 2 – 4 to 9 months Maximization of Negotiations – Signing of LOI Phase 3 – 2 to 4 months Final DD – Offer – Optimization. Of the Closing
  22. 22. 22 P R I V A T E & C O N F I D E N T I A L OUR TAILOR-MADE FUNDRAISING & SELL SIDE PROCESS Phase 1 – 1 to 2 months Preparation phase Financial analysis (past results and/or business plan) + Valuation Examine the best structuring (equity/debt/mix) with the main shareholders Prepare an electronic dataroom Help prepare a Commercial presentation (pitch) Blind Teaser = e-mail & website A fundraising/sell process takes time & resources. It is essential to seriously prepare the project, to demonstrate the growth potential in sales and margins Phase 2 – 2 to 6 months Selection, teasing and approach of investors Confidentiality management of the e- NDA’s on GEREJE’s website Checking of candidates’ seriousness and motivation Management & Optimization of negotiations Optimization of different structuring options for the deal Phase 3 – 1 to 2 months Closing = Timing Optimization of the Due Diligence process Optimize the discussions between all involved parties: legal, audit, accounting… Advise on the best strategy and tactic for final negotiations with the target(s) until closing. Advise on the different structuring schemes including earn out Analysis and validation of the final offer Prepare a Strategic & Financial Note for investors Signing of the Letter of Intent (LOI)
  23. 23. DISCLAIMER This presentation is being distributed against the signature of a Non-Disclosure Agreement and is strictly confidential. This presentation may not be reproduced, summarized or disclosed, in whole or in part, without the prior written authorization of GCF, and by accepting this presentation you hereby agree to be bound by the restrictions contained herein. This presentation is based on publicly available information and/or data provided by GCF’s client which have not been independently verified by GCF. Any estimates and projections contained herein involve significant elements of subjective judgment and analysis, which may or may not be correct. Neither GCF nor any of its affiliates, or any of its direct or indirect shareholders, or any of its or their respective members, employees or agents provides any guarantee or warranty (express or implied) or assumes any responsibility with respect to the authenticity, origin, validity, accuracy or completeness of the information and data contained herein or assumes any obligation for damages, losses or costs (including, without limitation, any direct or consequential losses) resulting from any errors or omissions in this presentation. This presentation was prepared by GCF (GEREJE Corporate Finance) exclusively in the framework of an agreement for the benefit of its clients in connection with the possible Transaction. GCF has duly and professionally challenged all information & data provided by our clients, including past & existing figures, assumptions of the Business Plan as well as the professionalism of the management team/ shareholders. The economic valuations and proposed deal structuring contained in this presentation are fair and based on current market practices, which may change significantly over a short period of time. Changes and events occurring after the date hereof may, therefore, affect the validity of the information contained in this presentation and GCF assumes no obligation to update and/or revise this presentation or the information and data upon which it has been based. GCF designates the companies, whilst legally they are independent entities, sharing GCF corporate identity, logo, documents, working methodology & ethical rules. All GCF offices are working as an integrated group of companies under the governance of a written agreement for the interest of the clients. GCF legal entities are privately owned and independent structures. GEREJE Advisory Asia Pte Ltd (Singapore) is MAS (Monetary Authority of Singapore) Exempt Corporate Finance Advisor © Copyright 2022 GEREJE Corporate Finance. All rights reserved
  24. 24. More information at: www.gerejecorpfinance.com

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