Allgeier Se · XETR:AEIN
Allgeier — Merger or Acquisition (August 2020)
14 slides from Allgeier's merger presentation, Aug 21, 2020
Slide 1: Details on the spin-off of Nagarro from Allgeier
August 2020 Details on the spin-off of Nagarro from Allgeier www.allgeier.com
Slide 2: Disclaimer
Disclaimer This presentation and the information contained herein are for information purposes only and do not constitute a prospectus or an offer to sell or a solicitation of an offer to buy or subscribe for any securities of Allgeier SE or Nagarro SE. This presentation is not directed to, or inten
Slide 3: Key spin-off details
Key spin-off details Allgeier SE AGM on 24th September Key Dates First day of trading envisaged for mid-December 2020 Allotment Ratio One Nagarro SE share for every one Allgeier SE share (allotment ratio: 1:1) Targeted admission to trading on Regulated Market and in the Prime Standard segment of the
Slide 4: A mutually beneficial transaction
A mutually beneficial transaction 1 2 3 Branding Focus Scaling Enhanced visibility of Nagarro's Enhanced management focus on the Access to capital markets financing brand through its independence core business, fewer distractions as a pure-play digital leader to and listing exploit the high growth p
Slide 5: Structure of the spin-off
Structure of the spin-off Status prior to corporate re-organization Status after the implementation of the spin-off Shareholders Shareholders (4) Allgeier Enterprise Allgeier Connect Allgeier Project mgm technology Allgeier Enterprise Allgeier Connect Nagarro Holding Nagarro SE AG AG Solutions GmbH
Slide 6: Allgeier post spin-off at a glance
Allgeier post spin-off at a glance Allgeier post spin-off(1) Allgeier snapshot mgm technology partners: 22% €10 €382 €19 million million million 2019 2019 2019 Operating EBITDA(2) Revenue(2) Cash Flow(2) ~2,500 8 €11 million Employees Countries H1 2020 Enterprise IT: Adj. EBITDA(3) 78% 1) As per H1’
Slide 7: Allgeier reorganized its segments to focus on its core operations
Allgeier reorganized its segments to focus on its core operations Experts Enterprise Services New Business Areas Technology Enterprise IT Group mgm technology partners Group Bundling of the service portfolio and customer access of former Building the primary German digitization consultant and softwa
Slide 8: Nagarro at a glance
Nagarro at a glance Revenues worldwide(1) Nagarro snapshot Central Europe: 41% of which, Germany is 30% €61 €402 €40 million million million 2019 2019 2019 Operating EBITDA(1) Revenue(1) Cash Flow(1) Rest of the World: 10% €402m 2019 ~8,400 24 €37 million Rest of Europe: North America: 15% 34% Emplo
Slide 9: Strong Nagarro management board driven to achieve strategic goals
Strong Nagarro management board driven to achieve strategic goals Manas Vikram Annette Fuloria Sehgal Mainka Custodian of Custodian of Custodian of regulatory entrepreneurship in operational compliance the organization excellence in the organization Experience Experience Experience Responsible for o
Slide 10: Nagarro financial arrangements
Nagarro financial arrangements Syndicated loan agreement to finance Nagarro to be concluded before the spin-off becomes effective A consortium of several banks committed to this in a Commitment Letter to Nagarro SE in August 2020. The credit facility agreement will include a EUR 100 million term fac
Slide 11: Key technical information
Key technical information 1:1 Automatic transfer in securities account Allocation ratio One Nagarro SE share for every one Allgeier SE share Nagarro shares will be automatically added to shareholders’ securities accounts Intention to spin-off 100% of Nagarro SE from Allgeier SE The determination of
Slide 12: On track for a December listing
On track for a December listing ✓Reorganization JUL AUG SEP OCT NOV DEC measures finalized ✓New branding Transfer Spin-off Annual Road- Publication Road- show show rolled-out of entities Report General of Q3 published Meeting financials (Aug 21) (Sep 24) (Nov 13) Prospectus ✓Leadership team approval
Slide 13: Banks advising Allgeier on Nagarro spin-off
Banks advising Allgeier on Nagarro spin-off Financial advisors and listing agents www.allgeier.com 12
Slide 14: Let's talk.
Let’s talk. Postal address Contact Web Einsteinstrasse 172 – Blue Tower I D-81677 Munich Investor Relations www.allgeier.com/en/investor-relations Tel.: +49 89 998421-0 [email protected] www.allgeier.com