Zegna Investor Presentation Deck
5. Transaction structure and valuation
TRANSACTION STRUCTURE
Key Transaction Highlights
Headline Valuation
$3,156m
Core Enterprise Value ¹,11
$2,497m
Core Equity Value ¹¹
~62%
Zegna Shareholders Ownership
$403m+$226m
SPAC Size + FPA4
~18x
2022E Adj. EBIT Multiple²,11
Financing Details
$261m
Primary Proceeds5
Ermenegildo Zegna Group
$250m
PIPE Size ³
~$549m6
Secondary Proceeds
Sources & Uses
Sources ($m)
Existing Shareholders Rollover Equity
Cash in Trust
PIPE³
FPA4
Total
IIAC Public
Shareholders
16.1%
1,554
403
250
IIAC Sponsor
11.0%
226
2,433
Pro Forma Ownership and Equity Valuation (at $10.0 per share, assuming no redemptions)5
Management Grants
PIPE Investors 0.6%
10.0%
Uses ($m)
Existing Shareholders Rollover Equity
Primary Proceeds5
Secondary Proceeds
Estimated Transaction Fees and Expenses?
Total
Zegna
Shareholders8
62.2%
Pro Forma Ownership
Zegna Shareholders8
IIAC Sponsor
IIAC Public Shareholders
PIPE Investors
Management Grants
Total
NOSH (m)
155.4
27.5
40.3
25.0
1.5
249.7
1,554
261
549
69
2,433
Value ($m)
1,554
275
403
250
15
2,497
50% Sponsor promote shares not immediately available upon Closing, but subject to vesting conditions ¹0
thus signaling full conviction and alignment on business prospects
Notes: See Appendix for important information about Core and other non-IFRS financial metrics; totals might be affected by rounding
1. Includes core Net Financial Indebtedness and debt-like items as of December 31, 2020, as well as adjustments for one-off cash outflows taking place in 2021 such as the cash contributions related to the New Bond Street (London) Building, Agnona and the acquisitions of a 5% stake in Thom Browne, a 60% stake in
Ubertino and a 40% stake in Biagioli; does not include the €9.6m cash-out related to the purchase of an additional 10% interest in Lanificio Ermenegildo Zegna e Figli S.p.A. to be paid by the end of 2021
2. Adj. EBIT estimates used in computing the multiple include Ubertino's and Biagioli's forecasted EBIT contribution
3. Pursuant to the PIPE Financing, Zegna has agreed to issue and sell to PIPE Investors an aggregate of 25,000,000 Ordinary Shares at $10.00 per share for an aggregate purchase price of $250,000,000; PIPE includes subscriptions made by certain directors and officers of Zegna and Thom Browne, as well as approx.
$6.2m invested by an independently managed investment subsidiary of Investindustial VII L.P., in addition to the FPA commitment
4. Under the Forward Purchase Agreement, as amended, the FPA Purchaser will purchase 22,500,000 Class A Shares for an aggregate purchase price of €184,500,000, subject to adjustment in accordance with the terms of the Forward Purchase Agreement; the dollar amount listed in the chart is for illustrative
purposes only and assumes a EUR:USD exchange rate of 1.227, being the publicly available EUR:USD exchange rate on December 31, 2020 (the "Balance Sheet Exchange Rate")
5. Illustrative $10 share price, assuming no redemptions on SPAC shares; excludes 13.4m public warrants, 6.7m private placement warrants and any warrants granted to post-closing directors of Ermenegildo Zegna Group (each warrant struck at $11.50); free float of 26.5%, which includes 40.3m SPAC shares, 25.0m
PIPE shares (net of 0.62m shares invested in the PIPE by an independently managed investment subsidiary of Investindustrial VII L.P. in addition to FPA commitment) and an additional 1.5m shares issued as management grants and excluding potential additional shares to be issued after the exercise of warrants
6. Under the Business Combination Agreement, Zegna will repurchase 54,600,000 Ordinary Shares from Monterubello, in exchange for €455,000,000. The dollar amount listed in the chart is for illustrative purposes only and assumes the Balance Sheet Exchange Rate for Forward Purchase funds used for the Share
Repurchase and a EUR:USD exchange rate of 1.192, being the foreign currency exchange rate to be paid as of the last business day in November 2021 (the "Hedge Exchange Rate") for cash held in the Trust Account used for the Share Repurchase
7. Represents the total estimated transaction fees and expenses incurred by IIAC and Zegna as part of the Business Combination. Transaction fees and expenses were incurred in both dollars and euros. Transaction fees and expenses incurred in euros are listed in the chart in dollars for illustrative purposes only and
assume the Balance Sheet Exchange Rate; includes applicable VAT
8. Excludes shares to be issued to certain Zegna Shareholders in connection with the PIPE Financing or as management grants
9. Includes shares to be issued to the IIAC sponsor, to the FPA Purchaser and to the Other Class B Shareholders but excluding shares to be issued to them in connection with the PIPE Financing
10.35% of the Sponsor promote shares will vest when the stock price equals or exceeds $12.50, whilst 15% of the Sponsor promote shares will vest when the stock price equals or exceeds $15.00
11. For valuation purposes, Core Enterprise Value, Core Equity Value and 2022E Adj. EBIT Multiple are based on a reference EUR:USD exchange rate of 1.20 in line with the Term Sheet and the Business Combination Agreement
CONFIDENTIAL
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