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