Investor Presentaiton
Disclaimer
DD3
ACQUISITION CORP.
Betterware
Disclaimers and Other Important Information
This presentation (this "Presentation") is for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination between Betterware de Mexico, S.A. DE C.V. ("Betterware" or the "Company") and DD3.
Acquisition Corp. ("DD3") and related transactions (the "Potential Business Combination") and for no other purpose. The information contained in this Presentation does not purport to be all inclusive. The data contained herein is derived from various internal and external sources. The information
contained in this Presentation is not, and should not be assumed to be, complete and does not present all the information that investors may require or desire in considering the Potential Business Combination. It is not intended to form the basis of any investment decision or any other decision in
respect of the Potential Business Combination. Neither Betterware nor DD3 (as well as their respective directors, officers and shareholders) makes, and each of hereby expressly disclaims, any representations or warranties, express or implied, as to the reasonableness of the assumptions made in this
Presentation or the accuracy or completeness of any projections or modeling or any other information contained in this Presentation. Neither Betterware nor DD3 shall have any liability for any representations, express or implied, contained in, or omissions from, this Presentation or any other written
or oral communication communicated to the recipient in the course of the recipient's evaluation of Betterware or DD3. Nothing contained within this Presentation is or should be relied upon as a promise or representation as to the future. Neither DD3 nor Betterware assume any obligation to provide
the recipient with access to any additional information or to update the information in this Presentation. Investors should not construe the contents of this Presentation, or any prior or subsequent communications from or with DD3 or its representatives as investment, legal or tax advice.
No securities commission or securities regulatory authority or other authority in the United States or any other jurisdiction has in any way passed upon the merits of the Potential Business Combination or the accuracy or adequacy of this Presentation.
Forward Looking Statements
This Presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, conveying the expectations of management of the Company and/or DD3 as to the future based on
plans, estimates and projections at the time the Company and/or DD3 makes the statements. Forward-looking statements involve inherent risks and uncertainties and the Company and DD3 caution you that a number of important factors could cause actual results to differ materially from those
contained in any such forward-looking statement. The forward-looking statements contained in this Presentation include, but are not limited to, statements related to anticipated growth in the Company's industry, the Company's strategy and ability to grow, the Company's anticipated future financial
performance, the anticipated timing of the Potential Business Combination, the completion of the Potential Business Combination on the terms proposed, the financing of the Potential Business Combination on terms currently anticipated, and the potential impact the Potential Business Combination
will have on the Company and DD3. Such statements generally include words such as "believes," "plans," "intends," "targets," "will," "expects," "suggests," "anticipates," "outlook," "continues" or similar expressions. The forward-looking statements contained in this presentation are based on the
Company's and/or DD3's management's current expectations and projections about future events and trends that it believes may affect Betterware's or the combined company's financial condition, results of operations, strategy, short-term and long-term business operations and objectives and
financial needs. You should not place undue reliance upon these forward-looking statements as predictions of future events. Although the Company and DD3 believe that the expectations reflected in the forward-looking statements are reasonable, no guarantee can be made as to future results, level
of activity, performance or achievements. Factors that could cause actual results to differ materially from those expressed or implied in such "forward-looking statements," include, but are not limited to, the level of redemptions in connection with the Potential Business Combination; receipt of
regulatory approvals without unexpected delays or conditions; changes in estimates of future financial performance; changes in expectations as to the closing of the Potential Business Combination; retention of customers and suppliers in connection with the Potential Business Combination or other
acquisitions; the cost of capital necessary to finance the Potential Business Combination and any future acquisitions; the ability of DD3 or the combined company to issue equity-linked securities in connection with the Potential Business Combination or in the future, including, without limitation,
pursuant to a private investment in public equity, or PIPE, or other offering of equity securities, which could dilute the interests of DD3's shareholders; those factors discussed in DD3's final prospectus, dated October 11, 2018, that DD3 filed with the U.S. Securities and Exchange Commission ("SEC") in
connection with its initial public offering (the "IPO Prospectus") under the heading "Risk Factors," and other documents DD3 filed, or to be filed, with the SEC; and unanticipated changes in laws, regulations, or other industry standards affecting the Company or DD3. The forward-looking statements
included in this document are made as of the date of this Presentation. The Company and DD3 disclaim any duty to update any of these forward-looking statements after the date of this Presentation to confirm these statements in relationship to actual results or revised expectations.
Market and Industry Data
Market and industry data used in this Presentation is unaudited and have been obtained from third-party industry publications and sources as well as from research reports prepared for other purposes. Neither DD3 nor Betterware has independently verified the data obtained from these sources and
cannot assure you of the data's accuracy or completeness. This data is subject to change and cannot always be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent
in any statistical survey of market or industry data. You are cautioned not to give undue weight to such industry and market data.
Non-IFRS and Other Financial Information
The financial information contained in this Presentation has not been prepared with a view toward compliance with rules of the SEC applicable to disclosures by SEC reporting companies generally or with a view toward compliance with the SEC's rules relating to non-IFRS financial information.
The financial information and data contained in this Presentation is unaudited and does not conform to the SEC's Regulation S-X. Accordingly, such information and data may not be included in, may be adjusted in or may be presented differently in, any registration statement or other document to be
filed with the SEC. This Presentation includes non-IFRS financial measures, including EBITDA, which are supplemental measures of performance that are neither required by, nor presented in accordance with, international financial reporting standards ("IFRS"). EBITDA is calculated as earnings before
interest and taxes plus depreciation and amortization. Betterware and DD3 believe that such non-IFRS financial measures provide useful supplemental information to their respective boards of directors, management teams and investors regarding certain financial and business trends relating to
Betterware's financial condition and results of operations. Betterware and DD3 believe such measures, when viewed in conjunction with Betterware's consolidated financial statements, facilitate period-to-period comparisons of operating performance and may facilitate comparisons with other
companies. Undue reliance should not be placed on these measures as Betterware's only measures of operating performance, nor should such measures be considered in isolation from, or as a substitute for, financial information presented in compliance with IFRS. Non-IFRS financial measures as used
in respect of Betterware may not be comparable to similarly titled amounts used by other companies.
No Offer or Solicitation
This Presentation and any oral statements made in connection with this Presentation do not constitute an offer to sell, or a solicitation of an offer to buy, or a recommendation to purchase, any securities in any jurisdiction, or the solicitation of any proxy, vote, consent or approval in any jurisdiction in
connection with the Potential Business Combination or any related transactions, nor shall there be any sale, issuance or transfer of any securities in any jurisdiction where, or to any person to whom, such offer, solicitation or sale may be unlawful under the laws of such jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Important Information for Investors and Security Holders
In connection with the Potential Business Combination, DD3 and Betterware expect that Betterware will file a registration statement, which will include a preliminary proxy statement of DD3, with the SEC, and DD3 will file with the SEC and mail to shareholders of DD3 a definitive proxy
statement/prospectus. This Presentation is not a substitute for the proxy statement/prospectus or for any other document that DD3 may file with the SEC and send to DD3's shareholders in connection with the Potential Business Combination. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ
THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain free copies of the proxy
statement/prospectus (when available) and other documents filed with the SEC by DD3 through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by DD3 are available free of charge by contacting DD3 Acquisition Corp., c/o DD3 Mex Acquisition
Corp, Pedregal 24, 4th Floor, Colonia Molino del Rey, Del. Miguel Hidalgo, Mexico City, Mexico.
Participants in the Solicitation
DD3 and Betterware and their respective directors and certain of their respective executive officers may be considered participants in the solicitation of proxies with respect to the Potential Business Combination under the rules of the SEC. Information about the directors and executive officers of DD3
is set forth in its IPO Prospectus. Additional information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the proxy statement/prospectus and other relevant materials to be filed with the SEC
when they become available. These documents can be obtained free of charge from the sources indicated above.
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