How the e-commerce landscape has evolve d in the last 18 months - August 2021

Page created by Harvey Jordan
 
CONTINUE READING
How the e-commerce landscape has evolve d in the last 18 months - August 2021
How the e -comme rc e landscap e has
evolve d in the last 18 months
August 2021
How the e-commerce landscape has evolve d in the last 18 months - August 2021
“E-commerce got a big boost from the pandemic. […]        “During 2020, almost half of consumers made a new
   There has been a real shift and adoption of digital and   online purchase that they previously had only made in-
   embracing of technology that perhaps we have not seen     store. […] E-commerce has seen five years of growth in
   before.”                                                  just twelve months.”

   Oct-2020                                                  Jul-2021

  “Today’s       e-commerce     landscape      is  almost    “In-store retail sales fell when the pandemic forced
  unrecognizable compared to how it looked just over a       consumers to stay home, while e-commerce boomed.
  year ago. […] Online retail sales as a % of total retail   Following a 25.7% surge in 2020, to USD 4.2tn, we
  sales were sitting at around 19% in February 2020. A       expect e-commerce sales worldwide to climb a further
  year later, it had skyrocketed to close to 35%.”           16.8% this year.”

  May-2021                                                   Jul-2021

    The last 18 months have been an accelerator and game changer for e-commerce. Financial and
operational metrics have significantly improved, as has the M&A environment. In the medium to long
 term, we expect e-commerce to sustainably benefit while in the short term growth and profitability
     might suffer in light of last year’s COVID-19 driven growth and shortages in the supply chain.
How the e-commerce landscape has evolve d in the last 18 months - August 2021
TABLE OF CONTENTS

   1    How the e-commerce landscape has evolved in the last 18 months

   2    GCA Altium is the #1 e-commerce M&A advisor

   3    Get in touch

   4    Appendix: Valuation overview

                                                                         3
How the e-commerce landscape has evolve d in the last 18 months - August 2021
1   How the e-commerce landscape has evolved in the last 18 months
How the e-commerce landscape has evolve d in the last 18 months - August 2021
HOW THE E-COMMERCE LANDSCAPE HAS EVOLVED IN THE LAST 18 MONTHS …

  Positive development across all product verticals                                           Impact on three levels

                   Strong growth of revenue …                   REVENUES /   • Strong growth since beginning of the pandemic
                                                                   KPIS      • KPIs strongly improving (CAC, re-purchase, AOV, etc.)
                                                                             • Growth for most product categories                          ✓✓✓
       … driven by first-time customers and increased re-                    • Challenge has shifted to the supply chain
             purchase rate of existing customers …
                                                                  MARKET     • Offline players: We get approached by many

            … at substantially lower overall marketing
                                                                PERCEPTION     traditional retailers which now want to strengthen
                                                                               e-commerce inorganically                                    ✓✓✓
                        and CAC costs …
                                                                             • Consumers: Broadening customer base is here to stay due

     … with lower rebates and thus higher gross margins…
                                                                               to convenience and speed. However, risk that delivery
                                                                               lags in logistics might damage reputation                   ✓✓
                                                                             • Brands/producers: Looking to partner with leading

     … leading to strong growth at higher EBITDA margins.
                                                                               e-commerce players. Better relationship will lead to
                                                                               better access going forward, also to key brands             ✓✓✓
                                                                             • PE investors: Highly increasing interest for niche

 “E-commerce surged in March 2021, proving once again that
 the shift in online shopping […] is not slowing down.”
                                                                               e-commerce players due to acceptance of sustainable
                                                                               e-commerce shift and increasing profitability               ✓✓
 Apr-2021                                                         M&A        • We expect e-commerce to sustainably benefit
                                                                             • Short-term growth and profitability might suffer in light
 “By 2025, e-commerce will account for >38% of retail sales.”
                                                                               of last year’s COVID-19 driven growth and supply
                                                                               chain shortages                                             ✓✓
 Jul-2021
                                                                             • Crowded IPO pipeline might lead to disappointments

        E-commerce market perception of all stakeholders has strongly improved

                                                                                                                                                5
How the e-commerce landscape has evolve d in the last 18 months - August 2021
… AND HOW THIS IMPACTED THE M&A ENVIRONMENT

                      Higher valuations on EV/Sales and EV/EBITDA based on forward Sales/EBITDA driven by
                      the disrupting long-term effects of the pandemic, as well as positive growth and           I
                      profitability expectations

                                   Increased interest from financial investors due to growth and profitability
                                   profile of attractive specialist e-commerce players in niche markets          II

                                        “Amazon fear” for market leaders in Europe almost disappeared due
                                        to subsector specialization and differentiation                          III

                                        Sharp IPO rebound and skyrocketing SPAC activity in 2020 have made
                                        IPO and SPAC viable options next to M&A (although the crowded IPO        IV
                                        landscape might lead to disappointments in the next 6-12 months)

                                   Exploding M&A activity in H1-2021 continuing in H2-2021. We expect
                                   2021F to be a new record year                                                 V

                      Overall acceleration of processes with a significant amount being pre-empted at
                      attractive valuations                                                                      VI

                                                                                                                      6
How the e-commerce landscape has evolve d in the last 18 months - August 2021
I   HIGHER VALUATIONS AND II INCREASED INTEREST FROM FINA NCIAL INVESTORS

       Higher valuations based on forward Sales/EBITDA                                      Increased interest from financial investors

Peer group       Multiple         20191)         20212)          Change                     In 2019, we counted c. 20 Private Equity investors in
                                                                                               Europe looking at e-commerce/consumer deals
E-COMMERCE       EV/Sales         0.8x           1.4x          +75.0%
                 EV/EBITDA       14.4x           17.4x         +20.8%
MARKETPLACE      EV/Sales         3.9x           3.5x          (10.3%)               TODAY, WE COUNT >100 PRIVATE EQUITY INVESTORS
                                                                                       LOOKING AT E-COMMERCE/CONSUMER DEALS3)
                 EV/EBITDA       17.1x           20.7x         +21.1%
CLASSIFIEDS      EV/Sales         5.6x           11.6x        +107.1%
                 EV/EBITDA       16.7x           21.7x         +29.9%

       Higher valuations are driven by fundamental effects of
                                                                                           Increased interest from financial buyers due to growth
       the pandemic on e-commerce, as well as growth
                                                                                           and profitability profile of attractive e-commerce players
       and profitability expectations
                                Note: 1) Median FY2020 multiple as of 13-Aug-2019; 2) Median FY2022 multiple as of 13-Aug-2021; 3) Overview of selected private equity
                                investors                                                                                                                                7
How the e-commerce landscape has evolve d in the last 18 months - August 2021
III DISAPPEARING “AMAZON FEAR” AND IV IPO AND SPAC AS ALT ERNATIVE OPTIONS

         Disappearing “Amazon fear” in Europe                                                 IPO and SPAC as viable options next to M&A

                                                                                                                   Global SPAC activity
                                                                                      # of SPAC IPOs
                                                                                                                                 Explosive growth in 2020/21    430
                                                                                      SPAC gross proceeds raised (USDbn)

                                                                                                                                                 306
          PRESENCE IN MOST SUBMARKETS BUT NOT
                MARKET LEADER, SUCH AS …                                                                   178              158                                 104
                                                                                       110                                                       76
   Online furniture               Online golf               Online pharmacies
                                                                                        13                 10               14
                                                                                       2017               2018             2019                 2020           H1-2021

• Online shop selling and   • Pan-European group          • Online shops providing
  shipping furniture and      offering a comprehensive      prescription and over-                                  Global IPO activity
  home furnishings in         range of golf products in     the-counter medications   # of IPO
  Europe                      DACH and UK                 • #1 online pharmacies in                                              Explosive growth in 2021       1′147
                                                                                      IPO money raised (USDbn)
• #1 online destination     • #1 European golf              respective markets
  for home and living         e-commerce group
                                                                                                           746
                                                                                       881
                                                                                                                            553
                                                                                                                                                 482

                                                                                                                                                                215

                                                                                        79                 90               68                   61

                                                                                       2017               2018             2019                 2020           H1-2021

                                                                                             Both IPO and SPAC markets have seen increased activity
        Specialist e-commerce market leaders with huge potential
                                                                                             and become viable options next to M&A. Crowded IPO
        are exiting assets for investors
                                                                                             pipeline might lead to disappointments

                                       Source: S&P Global Market Intelligence                                                                                            8
How the e-commerce landscape has evolve d in the last 18 months - August 2021
V      INCREASE IN M&A ACTIVITY AND VI ACCELERATION OF PROCE SSES

        Strong increase in M&A activity                                                       Acceleration of processes

        # of e-commerce M&A transactions p.a. in Europe1)                                   Examples of recent GCA Altium pre-emptive processes

                                                GCA ALTIUM EXPECTS 2021 TO
                                                  BE A NEW RECORD YEAR                                    JULY 2021
                           312
                                      320                               >320                              PRE-EMPTIVE PROCESS WITH LESS THAN 2
299                                                                                                       WEEKS ELAPSING BETWEEN MARKET
                   288
          271                                                                                             APPROACH AND SIGNING

                                                  221
                                                                                                                          MAY 2021
                                                             177                                                          TIGHT PROCESS WITH LESS THAN 6
                                                                                                                          WEEKS ELAPSING BETWEEN HITTING
                                                                                                                          THE MARKET AND SIGNING

                                                                                                                                          JANUARY 2021
                                                                                                                                          TIGHT PROCESS WITH LESS
                                                                                                                                          THAN 6 WEEKS ELAPSING
                                                                                                                                          BETWEEN KICK-OFF
2015      2016    2017     2018       2019       2020      2021YTD     20212)                                                             AND SIGNING

       Continued and strong buyer/investor interest in the                                    Increasing number of pre-emption processes mainly
       e-commerce sector within European market with a                                        related to enlarged buyer universe and lack of
       record of 177 transactions in 2021 YTD                                                 high-quality assets
                                  Note: 1) M&A and private placements within e-retailing sector with EUR >10m deal value; 2) Indicative extrapolation from YTD2021;
                                  Source: Capital IQ as of 13-Aug-2021; GCA year-end e-commerce report; Mergermarket                                                  9
How the e-commerce landscape has evolve d in the last 18 months - August 2021
E-COMMERCE IS OUTPERFORMING STOCK MARKETS

           S&P 500 and DAX performance YTD vs. selected e-commerce, marketplaces and classifieds players

250.0%
                                                          Uptick Performance
                                            Low
230.0%                                                   from low since Jan-2020
                   E-commerce              (26.8%)        +232.1%          +105.3%
210.0%
                   Marketplaces            (26.0%)        +186.8%           +60.8%
190.0%             Classifieds             (36.4%)        +162.0%           +25.6%
170.0%             S&P 500                 (31.3%)        +168.5%           +37.1%
                   DAX                     (36.9%)        +156.3%           +19.4%
150.0%

130.0%

110.0%

 90.0%

 70.0%

 50.0%
      Jan-20    Feb-20 Mar-20 Apr-20 May-20 Jun-20                         Jul-20     Aug-20 Sep-20 Oct-20 Nov-20 Dec-20                Jan-21      Feb-21 Mar-21 Apr-21 May-21 Jun-21                 Jul-21    Aug-21

                                                               E-commerce                  Marketplaces           Classifieds                 S&P 500            DAX

           Wider subsector performance: 01-Jan-2020 to 13-Aug-2021
  110.6%
                  71.0%            52.3%           45.4%            33.6%             31.1%        28.9%         25.4%           24.9%             24.2%           23.7%          7.3%          6.6%

                                                                                                                                                                                                                (8.5%)
 E-commerce    Marketplaces       Gaming          Payment          Gambling          E-commerce Consumer/B2C   Diversified      Classifieds      Other online       Social       Content       Customer         Travel
                                                                                    and marketing  services    and portals                        marketing     networking and monetization   acquisition
                                  E-commerce and marketplaces outper-                  solutions                                                                 communties
                                 formed the other sectors since Jan-2020

                          Outperforming                                                                                                                                           Underperforming

                                                     Source: Capital IQ as of 13-Aug-2021                                                                                                                                10
DEVELOPMENT OF VALUATION LEVELS
EV/Sales and EV/EBITDA NTM1) multiples have strongly improved

EV/Sales
              2.0x                                                                                                                                                             12.0x

                                                                                                                                                                                        Marketplaces
                                                                                                                                                                               10.0x
              1.7x
 E-commerce

                                                                                                                                                                               8.0x
              1.4x
                                                                                                                                                                               6.0x
              1.1x

                                                                                                                                                                                        Classifieds
                                                                                       01-Jan-20    13-Aug-21      Delta                                                       4.0x
                                                                      E-commerce         0.8x          1.5x       +73.6%
              0.8x
                                                                      Marketplaces        4.9x         4.7x        (4.0%)                                                      2.0x
                                                                      Classifieds    7.0x       8.9x      +26.4%
              0.5x                                                                                                                                           0.0x
                 Jan-20 Feb-20 Mar-20 Apr-20 May-20 Jun-20 Jul-20 Aug-20 Sep-20 Oct-20 Nov-20 Dec-20 Jan-21 Feb-21 Mar-21 Apr-21 May-21 Jun-21 Jul-21 Aug-21

EV/EBITDA
              24.0x                                                                                                                                                            30.0x

                                                                                                                                                                                        Marketplaces
                                                                                                                                                                               28.0x
              22.0x
                                                                                                                                                                               26.0x
              20.0x
 E-commerce

                                                                                                                                                                               24.0x
              18.0x                                                                                                                                                            22.0x

              16.0x                                                                                                                                                            20.0x

                                                                                                                                                                                        Classifieds
                                                                                       01-Jan-20    13-Aug-21      Delta                                                       18.0x
              14.0x
                                                                      E-commerce         15.9x        18.0x       +13.0%                                                       16.0x
              12.0x                                                   Marketplaces       21.3x        22.2x        +3.9%
                                                                                                                                                                               14.0x
                                                                      Classifieds        19.3x        23.1x       +19.6%
              10.0x                                                                                                                                           12.0x
                  Jan-20 Feb-20 Mar-20 Apr-20 May-20 Jun-20 Jul-20 Aug-20 Sep-20 Oct-20 Nov-20 Dec-20 Jan-21 Feb-21 Mar-21 Apr-21 May-21 Jun-21 Jul-21 Aug-21
                                              Note: Delta calculation based on actual multiples, not rounded to one decimal; About You, Bike24 and Victorian Plumbing not included as
                                              not yet covered by analysts due to only recent IPO; 1) NTM = Next twelve months
                                              Source: Capital IQ as of 13-Aug-2021                                                                                                        11
MEDIA AND ANALYSTS EXPECT CONTINUED GROWTH OF E -COMMERCE BUSINESSES

                                                                                                                    E-commerce
        “Pandemic-driven demand for e-commerce accelerated sales growth for                “[…] Increasing adoption of Internet, user-friendly interface of web
        every product category, and Amazon generated more than one-quarter of              portals, enhanced discounts and offers, changing consumer patterns and
        US e-commerce sales for every category other than auto/parts.”                     purchasing power are aiding the growth of e-commerce.”
        May-2021                                                                           Mar-2021

        “While we anticipate some online sales […] could revert to brick-and-
                                                                                           “Retailers are scrambling to invest in their websites as the pandemic
        mortar players, we believe the ongoing shift will continue to power
                                                                                           moves sales of clothing, food and general merchandise online.”
        Amazon's healthy long-term growth trajectory.”
                                                                                           Aug-2020
        Jun-2021

        “In the world of e-commerce, there’s one undisputed leader: Amazon. As             “E-commerce has seen accelerated sales growth in the United States, and
        consumers changed their buying behavior in 2020, the retail giant’s                around the world, in 2020. [… ] We are now six months into the new year
        financial results revealed a 38% increase in net sales.”                           of 2021 and e-commerce has continued to increase.”
        Apr-2021                                                                           Oct-2020

          Share price in USD
4’500
                                                                                                                                             M’Cap of
4’000                                                                                                                                       USD >1.8tn
                                              M’Cap of
3’500                                        USD >1.5tn

3’000                  M’Cap of
                      USD >1.0tn
2’500                                                                                                                                                     +74%
2’000

1’500
    Jan-20         Feb-20 Mar-20 Apr-20 May-20 Jun-20     Jul-20   Aug-20 Sep-20 Oct-20 Nov-20 Dec-20   Jan-21   Feb-21 Mar-21 Apr-21 May-21 Jun-21     Jul-21   Aug-21

                                           Source: Capital IQ as of 13-Aug-2021                                                                                      12
LANDMARK CONSUMER/E-COMMERCE DEALS IN THE LAST 18 MONTHS

                                                                                                                                                            1)

                               entered a
                            partnership with
                                                                                                                                              acquired

                                 EV: n/a
                                                                                                                       acquired              EV: EUR 632m
                                                                                                                                                                           acquired
      acquired                                              acquired a
                                                           33% stake in                    acquired
                                Jun-2020
                                                                                                                                               Jul-2021

                                                                                          EV: EUR 2.2bn
       EV: n/d                                               EV: n/d                                                    EV: n/d                                             EV: n/d
                                                                                            Feb-2021
      Jun-2020                                              Sep-2020                                                   May-2021                                            Aug-2021

Jan-2020                                                                                                                                                                         Aug-2021

                                                                          entered a                                                                          acquired
                                                                                                                                  acquired
                                                                       partnership with
             acquired a
            49% stake in                                                                         acquired the online
                                                                            EV: n/a                 business of                    EV: n/d                       EV: n/d
                                             acquired
                                                                           Nov-2020                                               May-2021                   July-2021
                 EV: n/a

                 Jun-2020
                                           EV: EUR 5.7bn                                               EV: EUR 1.9bn

                                             Aug-2020                                                     Mar-2021

           Strong M&A activity in the e-commerce and D2C sectors with several landmark deals

                                            Note: 1) Velocity Acquisition Corporation is a special purpose acquisition company formed by &vest, an investment platform founded and
                                            led by CEO Doug Jacob; Source: GCA Altium research; Mergermarket                                                                          13
2   GCA Altium is the #1 e-commerce M&A advisor
GCA ALTIUM OVERVIEW
Leading global investment bank providing strategic M&A and capital markets advisory services

                                                                                  Global e-commerce sector team

       Alex Grünwald                 Thomas Egli               Tobias Schultheiss                 Sam Fuller                    John Lambros                    Josh Wepman               Rupert Sadler
           Zurich                        Zurich                      Frankfurt                       London                       New York                         New York                  New York
   Managing Director;             Managing Director;            Managing Director;
                                                                                               Managing Director;              Managing Director;
   Member of Executive             Co-Head of Digital,           Co-Head of Digital,                                                                            Managing Director         Managing Director
                                                                                             Head of Consumer Europe            President GCA US
   Management Europe             Media & Internet Europe       Media & Internet Europe

 Highly active in all key disruptive areas of the technology market                                                     Full-suite of M&A and capital market advisory services
  Digital media                    Software                         Tech-enabled services
   • Marketplaces                    • Vertical application           •   Marketing services                            ~60%                    ~65%                      ~35%               ~80%
   • E-commerce                      • Commerce and retail            •   Information services                    TRANSACTIONS HAVE            SELL-SIDE                  BUY-SIDE           REPEAT OR
   • Digital content & IP              technology                     •   Professional services                    TECH COMPONENT            TRANSACTIONS               TRANSACTIONS      REFERRED CLIENTS
   • Marketing and advertising       • Data and analytics             •   IT services
     technology                      • Asset maintenance and          •   Customer care and claims
   • Music, video and social           repair                             services
   • Gaming                          • Infrastructure                                                                   ~50%                    ~50%                      >500                >100
                                                                                                                       CROSS-BORDER         FINANCIAL SPONSOR        TOTAL TRANSACTIONS   DEBT TRANSACTIONS
                65                                142                             47                                   TRANSACTIONS            TRANSACTIONS            IN LAST 3 YEARS      IN LAST 3 YEARS
         DEALS LAST 3 YEARS              DEALS LAST 3 YEARS                DEALS LAST 3 YEARS

                                                                 Leading franchise in e-commerce and marketplaces

                                                                                                                                                                                                              15
A LEADING INDEPENDENT GLOBAL INVESTMENT BANK

                                                Alexander Grünwald                                                            Thomas Egli
                                                • Member of GCA’s Board of                                                    • Co-Head of Digital, Media &
                                                  Directors and Co-Head Europe                                                   Internet Europe

                                                                                     §
                                                • Prior to joining GCA, Alexander                                             •Tel
                                                                                                                                PriorAviv
                                                                                                                                      to joining GCA, Thomas
                                                  led Marchfifteen, Austria's                                                    worked for Deutsche Bank in
                                                  leading technology fund                                                        Frankfurt and London

               John Lambros
                                                                                                            STOCKHOLM
                                                                                                LEEDS                                        Sam Fuller                                           Akikazu ‘Kaz’ Ida
               • Member of GCA’s Board of                                                                                                    • Head of Consumer Europe                            • Head of TMT and member of
                 Directors                                                                                                                                                                          the Exec. Committee in Japan
                                                                                     MANCHESTER         LONDON                               • More than 20 years of M&A
               • Prior to joining GCA, John                                          BIRMINGHAM                                                experience having led a signi-                     • Prior to joining GCA, Kaz
                 worked for Morgan Stanley in                                                              FRANKFURT                           ficant number or both public                         worked for UBS and Dresdner
                 New York                                                                    PARIS          MUNICH                             and private transactions                             Kleinwort Wasserstein
                                                                                          LAUSANNE          MILAN
                                                                                                                                                                                KYOTO
                                                         NEW YORK                                    ZURICH
                     SAN FRANCISCO                                                                                                                                                        TOKYO
                                                                                                                   TEL AVIV                                   FUKUOKA                    NAGOYA
                                                                                                                                                           SHANGHAI
                                                                                                                          NEW DELHI                                              OSAKA
                                                Tobias Schultheiss
                                                                                                                          MUMBAI
Adrian Reed                                     • Co-Head of Digital, Media &
                                                   Internet Europe
• More than 20 years of M&A                                                                                               Sunil Mehra
  experience                                    • Prior to joining GCA, Tobias was                                                    HO CHI MINH CITY
                                                                                                                          • More than 20 years of M&A
• Adrian has successfully                          a Director at DC Advisory in
                                                                                                                              experience
  executed a number of high-                       Frankfurt and London
                                                                                                                          • Prior to joining GCA, Sunil
                                                                                                                                                                 SINGAPORE
  profile M&A transactions
                                                                                                                              worked for MAPE advisory and
                                                                                                                              Standard Chartered

                  500+                           400+                                                80+                                       24                                            13
                                                                                                     Managing
                     employees                         bankers                                                                             locations                                       countries
                                                                                                     Directors

                                                                                                                                                                                                                    16
LEADING MID-MARKET CONSUMER & E-COMMERCE M&A ADVISOR WITH GLOBAL REACH

                                                                          Leader in the European consumer & e-commerce
                                                                          deal-making space

              ~50%                                                                   GCA Altium

                                                                                Rothschild & Co                                      19
                                                                                                                                               23

              CROSS-BORDER
                                                                                          Alantra                            11

                                                                                    BNP Paribas                          9

                                                                          Lincoln International                          9

                                                                          UBS Investment Bank                        8

                                                                                           Lazard                    8

                                                                                       JPMorgan                  7

                                                                  Translink Corporate Finance                    7

                                                                                              Citi           6

                 Source: Mergermarket (deals in Europe, deal value
UNIQUE TRACK RECORD IN CONSUMER & E-COMMERCE AND DIGITAL MEDIA

                    E-commerce                                                      Consumer                                            Digital media
    Building           Bathroom                                Kitchenware            Brokerage of   Performance       Fine arts,
    materials          equipment         Online bike           and interior             premium       mountain       antiques and           Used photo     RV rental
    e-retailer          retailer          retailer              decoration              property         bikes       luxury goods           equipment     marketplace

  Online retailer                        D2C design            Headphones,                                            Data science
   of bathroom        Golf equip-         and home             loudspeakers                            Designer      and marketing          Stock media    Insurance
     products        ment e-retailer     furnishings         and microphones         Outdoor brand      grills         company               company      marketplace

                       Online D2C           Online                                                                      Online
 Online printing     marketplace for     platform for            Fashion                Bikes for    Audio systems     education            Insurance     Online job
  consumables         metal posters     luxury fashion         accessories              children      for children       portal            marketplace    classifieds

  Online garden         Online           Online bike             Luxury                 Luxury                        Online B2B              Online         Online
house marketplace     marketplace         retailer             watchmaker             watchmaker        Jewelry       classifieds           classifieds    classifieds

                                       Note: Flag to the left: target; Flag to the right: acquirer                                   Deals in 2021                       18
WHAT BUYERS ARE LOOKING FOR IN E-COMMERCE

                   Our experience from recent deals                                             What buyers are looking for …

                                                                               Growth

                                                                                                      P          P          P   P
                                                                         Sustainable growth

                                                                             Profitability

                                                                                                      P          P          P   P
                                                                          Double digit (cash)
                                                                           EBITDA margins
               I                                      II
                                                                              Customers
 What excites strategic buyers          What excites financial buyers

                                                                                                      P          P          P   P
                                                                        Attractive cohorts (low
✓ Access to loyal                      ✓ Credibility with customers      churn and CAC, high
                                                                         purchase frequency)
   customer base                       ✓ Superior customer
✓ Additional distribution                 economics                            Sourcing
   channel                             ✓ High top-line growth AND
                                                                                                      P          P          P   P
                                                                            Gross margin
✓ Market leading position                 strong profitability           development/share
✓ Strong digital capabilities          ✓ USP against established           of private label

✓ Good product, technology                brands                              Credibility
   and IP                              ✓ Good development during
                                                                                                      P          P          P   P
                                                                         Credibility within its
                                          the pandemic                   customer group key
                                       ✓ Strong management team             for investors

                                                                                                                                    19
VALUATION LEVELS OF RECENT E-COMMERCE TRANSACTIONS LED BY GCA ALTIUM

 Tight process with six weeks elapsing between hitting the market and signing                                   Largest IPO ever recorded on London’s AIM

• Perfect Drive Sports Group is the leading golf e-                                                                     • Leading UK-based online retailer of bathroom
  commerce player in Europe                                                                                               products and accessories
• GCA Altium ran a structured pre-warming process                                                                       • GCA Altium explored a dual track exit with the
  approaching a narrow selection of the most                                                                              primary focus on the IPO route and acted as sole
  likely buyers                                                                                                           independent financial advisor and NOMAD
• Bregal emerged as the frontrunner, submitting a                                                                       • Holistic management and thorough preparation led
  pre-emptive offer, followed by non-binding offers                                                                       to the book being covered by >3x and the IPO being
                                                                                                Share price +35% YTD
  of four other parties                                                                                                   priced at the upper end of the range
                    EV/EBITDA 2020                                                                                                        EV/EBITDA 20211)
                         >15x                                                                                                                  >24x

                      Successful IPO at a premium valuation                                     Tight process with three weeks elapsing between market approach and signing

• Leading European bike and sports e-commerce                                                                           • Leading and fast-growing online retailer of
  company, with the broadest bike offering focused                                                                        bathroom and sanitary products in Germany,
  on the premium segment                                                                                                  offering a broad portfolio of >340k own and leading
• GCA Altium acted as strategic advisor to the                                                                            branded products
  shareholders on the private placement of 21.5m                                                                        • GCA Altium managed a stealth process including a
  shares with institutional investors ahead of the                                                                        selective outreach to key potential bidders
  listing, advised on the positioning of Bike24 for the                                                                 • Holistic management of an intense and fast-paced
  IPO and supported on the option program                                                                                 (1 week) due diligence process
                    EV/EBITDA 2021           Share price +21% YTD                                                                          EV/EBITDA 2021
                         >18x                                                                                                                  >15x

         Recent e-commerce transactions show strong investor appetite resulting in various pre-emptive processes and
         attractive valuation levels

                                         Note: 1) 2021 financials based on Barclays estimates
                                         Source: Capital IQ as of 13-Aug-2021                                                                                              20
RELEVANT KPIs POTENTIAL BUYERS FOCUS ON …

                                 Key metrics for e-commerce/D2C companies and importance for potential buyers
 Market trends          Traffic            Shop/front-end             Conversion              Customers                    After sales                  Financials

 % market growth      % paid vs.               Load times           % conversion rate       Repurchase rate           Same/next day delivery         % top-line growth
                     unpaid traffic

  % online-share       CPCs for             # of exclusive and      % cancellation rate   Split existing and new           # of SKUs and             % EBITDA margin
     growth          paid channels            total products                                customers/orders                 % on stock
                                                                                                    9

  % market share     % direct traffic           Scalability           Drop out rate               AOV                      Handling time              % gross margin

                   Net promoter score     Filtering functionality    Response times         CLTV to CAC ratio               Return rate              % cash conversion

                        % mobile           Mobile friendliness                            Churn rate/customer                                        NWC requirement
                      traffic share                                                             cohorts

       Main buyer focus on top-line growth, gross and EBITDA margins, and customer economics. E-commerce/D2C
       companies only attract interest if these KPIs/financials look attractive
                                                                                                                                     Importance of criteria
                                                                                                              Main focus             (Full = high; empty = low)          21
… AND WHAT THEY QUESTION IN M&A PROCESSES

                       •   Internationalization strategy historically and going forward
                       •   Development of online/offline share historically and in the future
      Strategy         •   Lay out key initiatives of future growth plan
                       •   Profitability of home/core market vs. international operations (P&L by country)?

                       •   KPI benchmarking with peers?
     Competition       •   Market shares in respective countries?
                       •   How do you differentiate yourself from potential competitors (e.g. Amazon and Zalando)?

                       •   How dependent is the company on management team?
    Management/
                       •   Is management willing to reinvest?
     ownership         •   Willingness for financial/trade buyer?

                       •   What are sourcing conditions and what is “secret sauce”?
   Products/brands     •   Explain relevant competence, product strategy specialization, best brands, price point, etc.

                       •   What are the capabilities of data warehouse (CRM, ERP, marketing and purchasing tools)?
     Technology        •   What do management dashboards and KPI information on real-time basis look like?
                       •   Technology stack: scalable, mobile ready, proprietary and state-of-the art?

                       •   Source of traffic (direct, search engine (organic/paid), referrals, email, mobile share, CPC, NPS)
 Customers/marketing   •   Profound understanding of cohort analysis (# orders, # customers, churn, AOV, repurchase), monthly CLTV and CAC
                       •   What is the focus of your marketing efforts online and offline?

                       •   Current sourcing strategy, i.e. how can the supply chain challenge current business models (e.g. bike, chips and gaming console industries)
                       •   How scalable and up-to-date is your logistics center?
  Sourcing/logistics   •   Current outbound/inbound/storage capacity utilization levels vs. maximum capacity
                       •   What is your strategy regarding inventory levels, SKU, units in stock and what are the associated risks?
                       •   Elaborate on unit economics of detailed bottom-up growth plan
                       •   How do you expect to generate further operating leverage?
      Financials       •   NWC development – show DIO, DSO and DPO development and explain monthly peaks
                       •   COVID-19 impact: Buyers are questioning short-term growth in light of very strong LTM growth. Furthermore, are higher margins sustainable?

                                                                                                                                                                         22
3   Get in touch
GET IN TOUCH

Mario Schlup, Director
        Alexander  Grünwald, Co-Head Europe                              Mario
                                                                         Guido Schlup,
                                                                               Viggiani,
                                                                                 ThomasDirector
                                                                                         Analyst
                                                                                          Egli, Managing Director

                                • Member of GCA’s Board and              • Co-Head of Digital, Media &
                                  Co-Head of Europe                        Internet Europe
                                • Prior to joining GCA, Alex managed     • Prior to joining GCA, Thomas worked
                                  Marchfifteen, Austria's leading          for Deutsche Bank in Frankfurt and
                                  media and technology fund                London on cross-border M&A
                                • Graduated from WU Vienna and             transactions
                                  Boston University                      • Graduated from the University
                                                                           of St. Gallen

      alexander.gruenwald@gcaaltium.com                                        thomas.egli@gcaaltium.com
      +41 43 499 43 47                                                         +41 43 499 43 41
      +41 79 620 00 93                                                         +41 79 418 71 13

Mario Schlup,
        TobiasDirector
               Schultheiss, Managing Director                            Mario
                                                                         Guido Schlup,
                                                                               Viggiani,
                                                                                       Director
                                                                                         Analyst
                                                                                 Sam Fuller, Managing Director

                                • Co-Head of Digital, Media &            • Head of Consumer Europe
                                  Internet Europe                        • Sam has extensive corporate finance
                                • Prior to joining GCA, Tobias was a       experience having led a significant
                                  Director at DC Advisory in Frankfurt     number or both public and private
                                  and London                               transactions in the leisure, retail
                                • Graduated from EBS and San               and e-commerce sector
                                  Francisco State University             • Graduated from Oxford University

      tobias.schultheiss@gcaaltium.com                                         sam.fuller@gcaaltium.com
      +49 69 204 34 64 16                                                      +44 207 484 40 37
      +49 160 534 62 78                                                        +44 781 807 84 00

                                                                                                                    24
WHY GCA ALTIUM IS THE IDEAL PARTNER FOR E -COMMERCE M&A

 #1 M&A ADVISOR
                                                             STRONG SELL-SIDE BRAND
 FOR CONSUMER &
                                                          SIGNALING A QUALITY ASSET
 E-COMMERCE TRANSACTIONS

 OUTSTANDING VALUE
 REALIZATION TRACK                                              GLOBAL TEAM WITH
 RECORD ALSO IN VERY                                          EXPANSIVE NETWORKS
 CHALLENGING TIMES

 DIRECT GLOBAL PERSONAL                                ABILITY TO “EMOTIONALLY”
 ACCESS TO KEY DECISION                               POSITION OUR CLIENTS WITH
 MAKERS                                                        POTENTIAL BUYERS

                                                                                  25
CONTACT US

Birmingham ∙ UK                        Frankfurt ∙ Germany                    Leeds ∙ UK                      Lausanne ∙ Switzerland              London ∙ UK
Suite 201, Somerset House              Thurn-und-Taxis-Platz 6                Suite 19, 4th floor             Avenue du Théâtre 1                 1 Southampton Street
37 Temple Street                       60313 Frankfurt                        One Park Row                    1005 Lausanne                       WC2R 0LR London
B2 5DP Birmingham                      +49 69 204 34 6410                     LS1 5AB Leeds                   +41 43 499 43 43                    +44 20 7484 4040
+44 121 393 5066                                                              +44 161 250 3577

Manchester ∙ UK                        Milan ∙ Italy                          Munich ∙ Germany                Paris ∙ France                      Stockholm ∙ Sweden
9th Floor, No.1 Spinningfields         Piazza San Fedele 4                    Possartstrasse 13               3, rue la Boétie                    Biblioteksgatan 8
1 Hardman Square                       20121 Milan                            81679 Munich                    75008 Paris                         111 46 Stockholm
Manchester M3 3EB                      +39 02 76 01 73 40                     +49 89 413 120                  +33 1 73 29 71 55                   +46 10 209 88 55
+44 161 250 3577

Tel Aviv ∙ Israel                      Zurich ∙ Switzerland                   New York ∙ USA                  San Francisco ∙ USA                 Delhi ∙ India
94 Yigal Alon St., 16th Floor          Klausstrasse 4                         640 Fifth Avenue                One Maritime Plaza,                 Vasant Square
6789140 Tel Aviv                       8008 Zurich                            New York, NY 10019              San Francisco, CA 94111             Level 3 Vasant Square Mall
+972 3 522 3663                        +41 43 499 43 43                       +1 212 999 7090                 +1 415 318 3600                     Pocket V, Sector B, Vasant Kunj
                                                                                                                                                  New Delhi 110070
                                                                                                                                                  +91 99674 96720

Ho Chi Minh City ∙ Vietnam             Mumbai ∙ India                         Fukuoka ∙ Japan                 Kyoto ∙ Japan                       Nagoya ∙ Japan
Level 21, Saigon Centre Tower 2        146, 14th Fl, Maker Chambers VI        Aqua Hakata 5F                  3F KRP BIZ NEXT, Kyoto Research     17th Floor, Nagoya Lucent Tower
67 Le Loi, Ben Nghe Ward, District 1   Nariman Point                          5-3-8 Nakasu, Hakatu-ku         Park Bldg. 4                        6-1 Ushijimacho, Nishi-ku
Ho Chi Minh City                       Mumbai 400021                          Hakata City, Fukuoka 810-0801   93 Chudoji Awatacho, Shimogyo-ku,   Nagoya-city, Aichi 451-6017
+84 28 7302 8169                       +91 22 6106 9000                       +81 092 287 9546                Kyoto, 600-8815

Osaka ∙ Japan                          Shanghai ∙ China                       Singapore                       Tokyo ∙ Japan
Herbis Osaka Office Tower              B02, 22F, Tower 3, Jing An Kerry Ctr   9 Temasek Boulevard             Pacific Century Place Marunouchi
5-25 Umeda 2-chome, Kita-ku            1228 Yan’an Road Middle                #41-04 Suntec Tower 2           11-1 Marunouchi 1-Chome,
Osaka-shi, Osaka 530-0001              Shanghai 200040                        Singapore 038989                Chiyoda-ku
+81 6 6456 4306                        +86 21 3107 6056                       +65 6455 3051                   Tokyo 100-6230
                                                                                                              +81 3 6212 7100

                                                                                                                                                                                    26
4   Appendix: Valuation overview
VALUATION OVERVIEW – E-COMMERCE, MARKETPLACES AND CLASSIFIEDS

                      I                                                II                            III

            E-commerce                                           Marketplaces                   Classifieds

       EV/Sales ‘21            1.6x                         EV/Sales ‘21        4.4x      EV/Sales ‘21        9.3x

     Sales CAGR ‘20-’22       20.1%                      Sales CAGR ‘20-’22     29.0%   Sales CAGR ‘20-’22    14.7%

      EV/EBITDA ’21           23.5x                        EV/EBITDA ’21        24.3x    EV/EBITDA ’21        24.8x

     EBITDA margin ‘21         7.4%                      EBITDA margin ‘21      21.6%   EBITDA margin ‘21     35.2%

    Multiples have remained broadly constant despite COVID-19 and will benefit in the mid-/long-term

                          Note: Median figures
                          Source: Capital IQ as of 13-Aug-2021                                                        28
I   VALUATION OVERVIEW
    E-commerce

                                       MV            EV                  EV/Sales                          EV/EBITDA                         EBITDA margin             Sales
    Company                Country   (EURm)       (EURm)        2020       2021        2022       2020        2021       2022       2020         2021        2022      CAGR

    Amazon                   US      1’413’633   1’441’896      4.4x        3.6x       3.0x       35.3x      23.5x       19.0x      12.5%       15.2%        15.9%     20.7%
    JD.com                   CN       91’579      83’226        0.9x        0.7x       0.5x       38.0x      38.0x       22.8x       2.2%        1.8%         2.4%     25.2%
    Wayfair                  US       27’460      28’600        2.4x        2.3x       2.0x       65.1x      45.0x       34.9x       3.7%        5.2%         5.6%     10.5%
    Zalando                  DE       23’591      22’816        2.9x        2.2x       1.9x       46.5x      31.9x       27.3x       6.1%        6.9%         6.8%     23.7%
    Ocado Group              GB       15’473      15’361        5.6x        4.8x       4.2x       n/m        n/m         80.0x      (1.4%)       3.1%         5.2%     16.2%
    ZOZO                     JP        9’393       9’339        8.5x        7.5x       6.9x       26.8x      23.9x       21.4x      31.7%       31.5%        32.3%     11.0%
    Vipshop                  CN        9’474       7’467        0.6x        0.5x       0.4x       8.4x       6.5x        5.4x        6.7%        7.1%         7.3%     18.9%
    Rakuten                  JP       15’155       7’330        0.7x        0.6x       0.5x       45.3x      95.0x       6.1x        1.4%        0.6%         8.3%     13.5%
    ASOS                     GB        4’658       4’937        1.2x        1.1x       0.9x       18.8x      12.8x       10.8x       6.5%        8.3%         8.2%     17.2%
    boohoo                   GB        4’035       3’733        2.0x        1.6x       1.2x       23.0x      15.9x       12.5x       8.5%       10.3%         9.5%     28.3%
    Zur Rose Group           CH        3’244       3’453        2.5x        2.1x       1.5x       n/m        n/m         n/m        (7.3%)      (3.6%)       (0.9%)    30.8%
    zooplus                  DE        2’807       2’745        1.5x        1.3x       1.1x       63.2x      41.4x       34.6x       2.4%        3.2%         3.3%     15.4%
    Shop Apotheke Europe     NL        2’416       2’346        2.4x        2.1x       1.6x       n/m        n/m         64.4x       1.3%        0.3%         2.5%     23.2%
    MYT                      DE        2’117       2’076        4.0x        3.2x       2.6x       52.2x      38.6x       34.1x       7.7%        8.3%         7.7%     24.0%
    BHG Group                SE        1’624       1’863        2.1x        1.6x       1.4x       26.3x      16.8x       15.3x       8.1%        9.4%         9.3%     22.0%
    1-800-FLOWERS.COM        US        1’735       1’750        1.1x        0.9x       0.9x       11.9x      9.3x        8.7x        9.3%       10.0%         9.9%     13.5%
    AO World                 GB        1’216       1’247        0.7x        0.6x       0.5x       27.6x      19.2x       17.1x       2.6%        3.2%         2.9%     19.5%
    Boozt                    SE        1’130       1’041        2.4x        1.9x       1.6x       36.6x      24.3x       17.4x       6.7%        7.8%         9.1%     23.8%
    Westwing                 DE         892         794         1.8x        1.5x       1.2x       24.6x      16.4x       15.2x       7.5%        9.1%         8.2%     21.6%
    Kogan.com                AU         753         712         1.6x        1.4x       1.3x       16.7x      18.0x       15.1x       9.9%        7.9%         8.7%     11.5%
    home24                   DE         544         479         1.0x        0.7x       0.6x       n/m        59.4x       34.8x      (0.4%)       1.3%         1.8%     24.9%
    Lyko Group               SE         412         434         2.7x        2.2x       1.7x       87.9x      24.4x       18.2x       3.0%        8.8%         9.5%     23.8%
    PetMed Express           US         487         393         1.5x        1.6x       1.5x       11.6x      12.5x       12.0x      12.8%       12.5%        12.5%     (0.4%)
    Verkkokauppa.com         FI         375         377         0.7x        0.6x       0.6x       18.4x      13.0x       11.8x       3.7%        4.9%         5.0%      7.3%

    Average                           68’092       68’517       2.3x        1.9x       1.7x       34.2x      27.9x       23.4x      6.1%         7.2%        8.0%      18.6%
    Median                            2’611        2’545        1.9x        1.6x       1.4x       27.2x      23.5x       17.4x      6.3%         7.4%        7.9%      20.1%

                                        Note: EV/EBITDA below 0.0x or above 100.0x considered not meaningful (“n/m”); About You, Bike24 and Victorian Plumbing not included
                                        as not yet covered by analysts due to only recent IPO; Source: Capital IQ as of 13-Aug-2021                                             29
II   VALUATION OVERVIEW
     Marketplaces

                                        MV           EV                   EV/Sales                         EV/EBITDA                      EBITDA margin            Sales
     Company                 Country   (EURm)      (EURm)        2020       2021       2022       2020        2021      2022     2020         2021        2022     CAGR

     Alibaba                   CN      433’303     411’340      4.9x        3.6x       3.0x       20.4x      16.3x      13.9x    23.9%        22.0%       21.5%    27.7%
     eBay                      US      40’774      34’105       3.9x        3.9x       3.7x       12.1x      10.2x      9.6x     32.4%        38.0%       38.3%    3.5%
     Delivery Hero             DE      28’877      29’103       11.8x       5.0x       3.4x       n/m        n/m        n/m     (32.7%)      (11.1%)      (4.0%)   86.3%
     Copart                    US      28’367      28’044       14.5x       11.7x      10.8x      32.7x      24.3x      22.8x    44.3%        48.1%       47.3%    15.9%
     Etsy                      US      20’603      20’466       14.0x       10.6x      8.8x       53.5x      38.2x      31.0x    26.2%        27.7%       28.3%    26.2%
     Just Eat Takeaway.com     NL      15’430      15’469       7.6x        3.0x       2.2x       n/m        n/m        n/m      0.9%         (5.3%)      (0.1%)   84.9%
     Farfetch                  GB      13’264      13’048       9.2x        6.9x       5.4x       n/m        n/m        99.4x   (26.4%)        1.1%        5.4%    30.4%
     Americanas                BR       6’317       7’074       4.3x        3.3x       2.4x       n/m        43.1x      27.2x    3.2%          7.6%        8.8%    34.6%
     Cars.com                  US        767        1’191       2.6x        2.3x       2.1x       10.0x      7.5x       7.1x     25.6%        30.2%       30.4%    9.4%
     Infibeam Avenues          IN        653         617        8.7x        5.9x       4.1x       44.7x      27.7x      18.6x    19.4%        21.3%       21.9%    45.9%

     Average                           58’836      56’045        8.1x       5.6x       4.6x       28.9x      23.9x      28.7x   11.7%        18.0%        19.8%    36.5%
     Median                            18’016      17’967        8.1x       4.4x       3.5x       26.6x      24.3x      20.7x   21.7%        21.6%        21.7%    29.0%

                                         Note: EV/EBITDA below 0.0x or above 100.0x considered not meaningful (“n/m”)
                                         Source: Capital IQ as of 13-Aug-2021                                                                                              30
III   VALUATION OVERVIEW
      Classifieds

                                     MV           EV                   EV/Sales                         EV/EBITDA                    EBITDA margin            Sales
      Company             Country   (EURm)      (EURm)        2020       2021       2022       2020        2021      2022    2020        2021        2022    CAGR

      Zillow Group          US      20’882      19’376       6.8x        3.5x       2.3x       n/m        38.9x      34.7x   3.8%       8.9%         6.7%     71.5%
      REA Group             AU      12’366      12’614       23.0x       20.0x      17.5x      47.1x      35.1x      30.7x   48.8%      57.0%        56.9%    14.7%
      Info Edge             IN      7’965       7’632        n/m         n/m        39.6x      n/m        n/m        n/m     24.9%      21.9%        37.3%    21.0%
      SEEK                  AU      6’612       7’565        7.9x        9.3x       10.3x      42.4x      26.5x      24.9x   18.6%      35.2%        41.4%   (12.7%)
      Auto Trader Group     GB      7’188       7’176        21.7x       17.0x      14.7x      34.1x      24.0x      20.2x   63.6%      70.6%        72.5%    21.7%
      Rightmove             GB      7’017       6’951        28.8x       19.6x      18.3x      43.2x      26.2x      24.2x   66.6%      75.0%        75.7%    25.5%
      Scout24               DE      5’858       5’457        14.5x       14.3x      12.8x      30.0x      24.8x      21.7x   48.5%      57.6%        59.0%     6.5%
      carsales.com          AU      3’981       4’246        17.8x       14.8x      13.6x      36.0x      26.2x      23.3x   49.5%      56.6%        58.1%    14.7%
      51job                 CN      4’469       3’166        6.6x        5.9x       5.4x       25.4x      18.1x      16.1x   25.8%      32.5%        33.9%     9.9%
      Autohome              CN      4’199       2’118        1.9x        1.9x       1.7x       4.9x       5.3x       4.5x    38.3%      35.2%        38.3%     4.3%
      Fang                  CN        69         500         2.7x         n/a        n/a       10.2x       n/a        n/a    26.8%       n/a          n/a       n/a
      SaraminHR             KR       417         368         5.2x        4.4x       3.9x       18.5x      13.7x      11.7x   28.3%      32.2%        33.1%    16.2%
      DHI Group             US       154         168         1.4x        1.7x       1.6x       9.3x       8.0x       7.0x    15.5%      21.7%        22.6%    (4.5%)

      Average                       6’244        5’949       11.5x       10.2x      11.8x      27.4x      22.4x      19.9x   35.3%      42.0%        44.6%   15.7%
      Median                        5’858        5’457        7.4x       9.3x       11.6x      30.0x      24.8x      21.7x   28.3%      35.2%        39.9%   14.7%

                                      Note: EV/EBITDA below 0.0x or above 100.0x considered not meaningful (“n/m”)
                                      Source: Capital IQ as of 13-Aug-2021                                                                                             31
You can also read