Zegna Investor Presentation Deck slide image

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 43
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