M&A IN RETAIL & CONSUMER IN FRANCE - 2017 BACK TO EUROPE! - PWC

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M&A IN RETAIL & CONSUMER IN FRANCE - 2017 BACK TO EUROPE! - PWC
M&A in Retail &
Consumer in
France - 2017
Back to Europe!
M&A IN RETAIL & CONSUMER IN FRANCE - 2017 BACK TO EUROPE! - PWC
2   PwC
M&A IN RETAIL & CONSUMER IN FRANCE - 2017 BACK TO EUROPE! - PWC
2017 Highlights

The following report takes a look at the Retail & Consumer market trends as illustrated through the sector’s
M&A activity. The deals taken into account were completed from 1 January 2017 to 31 December 2017, and
involved at least one French player - whether on the buy or the sell side.

 Consumer behaviour is driving companies to                               products and associated services in this space have been
 reassess their portfolios and investment                                 a focus of M&A in 2017.
 strategies, by expanding outside of their typical
 capabilities and going into adjacent sectors to get closer               As a result of the above, the Consumer Markets sector
 to consumers’ requirements.                                              witnessed a significant deals level in 2017 with total deal
                                                                          value of c.€40 billion meaning a 176% increase
 Competition and cost advantage are also fueling                          from 2016, the decrease in number of deals being largely
 deal activity as trends shift away from pure traditional                 compensated by higher deal value. This evolution was
 retail towards online or digital channels with the                       anchored by strong mega-deal activity (exceeding
 associated innovative infrastructure and the delivery                    €1billion) in 2017 with 6 mega-deals amounting to
 model needed to support these new channels and                           €35.5 billion, compared with 4 megadeals in 2016.
 capabilities.                                                            40 transactions exceeded €100m.

 This resulted in a wave of format changes which has                      Consumer Markets remain the most active sector for
 forced many retailers to invest in technology at a time                  private equity investors even if PE deal proportion
 when sales trends are low. Franchise businesses and                      reduced slightly in 2017 compared to corporate deals,
 market place concepts continue to be attractive given                    illustrating a competing environment for quality assets.
 their ability to expand and achieve cost leverage.                       Overall high valuation price illustrates this fierce
                                                                          completion.
 To follow pace with consumer expectations, food
 players as well as retailers are looking to increase                     According to Argos Soditic index, EV/EBITDA , mid
 their position on the health, organic, and                               market transaction (€15 to 500 million) in Europe
 dietary segments, with a wish to portray a                               recorded on average 9.6x EBITDA, a peak over the last
 responsible and secure/safe image. Innovation in                         13 years, even higher than 2007’s recorded
                                                                          performance.

Increase of the index to its highest ever level

10 x
                                                                                                                                   9,5 x
                           9,1 x                                                                       9,1 x      9,2 x
 9x                                                                                                                                9,0 x
                   8,4 x           8,4 x                                                       8,3 x
               8,3 x                       8,4 x                                                                              8,6 x
                                                                                           8,1 x          8,5 x 8,5 x 8,5 x
 8x                                                                    7,7 x       7,8 x
                   7,8 x                      7,7 x                                            7,9 x
               7,5 x                               7,4 x       7,2 x
                                                           7,0 x
 7x                                                                            7,0 x
                                                               6,6 x                   6,7 x
                                                           6,2 x
 6x                                                                            6,3 x
       6,1 x
                                                                                       Median multiple EV/EBITDA over last 6 months
                                                   5,7 x                               Source: Argos Mid-Market Index / Epsilon Research
 5x
       S1 S2 S1 S2 S1 S2 S1 S2 S1 S2 S1 S2 S1 S2 S1 S2 S1 S2 S1 S2 S1 S2 S1 S2 Q1 Q2 Q3 Q4 Q1 Q2 Q3
       2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015                2016       2017

PwC                                                                                                                                        3
M&A IN RETAIL & CONSUMER IN FRANCE - 2017 BACK TO EUROPE! - PWC
At a glance, 2017 vs. 2016

Number of deals by segment
       Food (agro,                       Wine & Spirits              Clothing
       processing, retail)

      67 vs. 96                         25 vs. 23                   51 vs. 68
                             Personal Care &               Home goods,               Other specialists
                             Cosmetics                     Appliances &
                                                           Electricals

                         21 vs. 32                        28 vs. 50                  51 vs. 38
International features
         Domestic deals                    Inbound deals                  Outbound deals

         164                               44                             35
         vs.   207                         vs.   50                       vs.   46
Number of deals where deal value or target revenue is …
                                           > €100m            €10-100m                  < €10m

                                               40            101                           83
                                               vs.   34       vs.   34                 vs.   109

Number of deals by investor type

                 138                            103
     Corporate                                               Private Equity

                 vs.    169                    vs.    134
                                                                  42%
       58%
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M&A IN RETAIL & CONSUMER IN FRANCE - 2017 BACK TO EUROPE! - PWC
In volume                                                    In value
                                                            -20%

                                  243                                                     c.€40bn          +176%

                45                                                                                                              800

                40                                                                                                              700

                35
                                                                                                                                600
                30                                                                                                     18,6
                                                                                                     6,0                        500
€ in billions

                                                                                                                                       Volume (#)
                25
                                                                                                                                400
                20                                                                                   6,4
                                       34,3                                                                                     300
                15
                             26,7                                                                              4,0
                                                 22,4                                                                           200
                10   20,6                                                                                              22,1
                                                                                 17,7             18,1 15,6
                                                            13,1 12,8                   13,4 13,6                               100
                 5                                                                                             14,8
                 0                                                                                                              0
                     FY05 FY06 FY07 FY08 FY09 FY10 FY11 FY12 FY13 FY14 FY15 FY16 FY17
                     Value           LVMH/Hermès                   L'Oréal/Nestlé         BIG C/Casino     LVMH/Dior          Volume
The lower volume of deals in 2017 volume has been largely compensated by higher transaction values

PwC                   Sources: Zephyr, Capital Finance, Merger Market, PwC analysis                                                     5
M&A IN RETAIL & CONSUMER IN FRANCE - 2017 BACK TO EUROPE! - PWC
Food production and distribution: health
and convenience, a winning combination
                                                                Private Equity also surfed the wave:
Food remains the most active segment
M&A-wise, with 67 deals struck over 2017.                       • Unigrains, who proved to be quite active this year,
After numerous outbound deals in Europe                           acquired 30% of Nutrisens, a dietary requirements
and emerging countries notably in the agro                        food specialist known for its ready made meals for the
sub-sector last year, 2017 was rather                             elderly. Alongside the historical majority shareholder
marked by a shift to domestic deals with                          Evolem, this investment should further support
food transformation being the most active                         Nutrisens’ development and expansion abroad.
area.
                                                                • Similarly, Cerea Partenaire (subsidiary of Unigrains)
                                                                  struck a deal with Organic Alliance, and took over
“Food” remained, this year again the most                         Naxicap Partners’ majority stake, to secure Pronatura
dynamic segment in terms of M&A activity in                       & Vitafrais’ leadership in the distribution of organic
both the Retail and Consumer Goods sectors.                       fruits & vegetables.

Organic and Health segments                                     Premiumisation and “savoir faire à la
                                                                française”
Interestingly, M&A in the health and convenience
sector remains very active, supported by                        • Challenged by vegetarian/ vegan trends as well as
consumers’ increasing preoccupation for secure                    requests for further food traceability, meat players
and healthy foods, service and proximity.                         actively pursued a premiumisation strategy. Agrial
                                                                  acquired the authentic Charcuterie Brient in Britanny,
• Danone has for instance confirmed its leadership                while Euralis acquired the high-end meat producer
  position in the organic dairy production by completing          Teyssier. Through these deals, both players aim at
  its acquisition of WhiteWave Food Co., a high-end               reinforcing their respective portfolios and securing
  milk and dairy alternatives manufacturer in the US,             outlets for the meat producers in their cooperative.
  leader in the organic segment.
                                                                • On the other hand Arcady, the gourmet food player
• Lactalis pursued its expansion strategy in the US by            with its brands Angelina, Astara and Artisan de la
  acquiring Stonyfield, which Danone had to sell to               Truffe, got further backing from PE investor
  comply with American competition authorities. The               Extendam to support the diffusion of its French
  French dairy giant, on a smaller scale, further                 savoir-faire abroad.
  quenched its thirst by taking control over Omira, a
  German dairy manufacturer, as well as the Californian         Transformed products & ready-made on
  Karoun (Feta, Greek yogurts and Kefir specialist).            the rise

Numerous smaller deals reflect a similar desire to              Consumers have in fact proven year after year that they
expand in more healthy market segments.                         care and value brands who provide them with not only
                                                                quality products, but also convenient ones.
• Alimentation & Santé (Ebro Food’s subsidiary), for            Whether it is through pre-cooked meals or pre-
  instance, sealed a €15 million deal with Vegetalia, one       packaged ingredients, delivery services or
  of Spain’s organic food pioneers;                             ready-to-go items, the demand is flying high (off
                                                                shelves!).
• Triballat Noyal (€274 million sales), a French family
  owned specialist in organic products acquired a majority
  in Cereco, a €40 million sales family business specialized
  in organic cereals, in order to widen its product portfolio
  and cover meals from ‘breakfast to diner’.

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M&A IN RETAIL & CONSUMER IN FRANCE - 2017 BACK TO EUROPE! - PWC
Food players are also hungry for a full and ready-to-eat
meal.

•   In that sense, Bonduelle sealed a €379 million                     This alliance with Alibaba stems from our
    transforming deal with US-based Ready Pac,                 shared vision for the future of commerce in China.
    William Saurin was swallowed by Cofigeo and                Bringing together the leaders of in-store retail and
    Arterris, while Gozoki secured its position by             of online retail will allow us to serve hundreds of
    acquiring another ready-meal specialist:                   millions of Chinese consumers a fully integrated,
    Société Collet.
                                                               world-class shopping experience.”
•   The Belgian player Ter Beke acquired the remaining
    67% stake in Stefano Toselli, the French pasta meals       Wilhelm Hubner,
    manufacturer, with the hope of creating operational        Chief Executive Officer of Auchan Retail.
    synergies and expand its sales reach.

•   With the firm ambition to further grow in France
    and Europe, the Japanese giant Ajinomoto secured a
    3rd site in France with the acquisition of Labeyrie
    Traiteur Surgelés. The deal should allow Ajinomoto
    to surf on the current Asian-inspired meals trend
    and develop new products and recipes to seduce
    local taste buds.

•   With the objective to consolidate its local footprint in
    the segment, Agrial completed the acquisition of UK-
    based My Fresh Prepared Produce.

•   The bakery / snack market was also very active,
    welcoming new actors such as Mix Buffet or
    Novepan (the result of Grain D’Or and Lubrano et
    Fils’ merger). Cerelia on the other hand took control
    over English Bay Batter, the cookies specialist, in
    order to strengthen its positioning in North America.
    Similarly, Les Fromentiers de France took a bite of
    the bakery/snacking market by acquiring D’Aucy’s
    snack business Cobral.

Food retail takes phygital strides towards the
convergence of models.

Internet giant Alibaba made a bold move and
strengthened its positioning by securing online and
offline channels as it invested close to € 2bn to acquire
the 36% stake (formerly owned by Ruentex) in SunArt,
Auchan’s leading Chinese hypermarkets chain.

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M&A IN RETAIL & CONSUMER IN FRANCE - 2017 BACK TO EUROPE! - PWC
Deal size
                                                                                                                                                  (Equity
    Target        Country          Activity              Acquiror         Country     Type                Description Adjusted                              Revenues
                                                                                                                                                   Stake
                                                                                                                                                              (€m)
                                                                                                                                                value) (€m)
Food Processing
                                                                                              Danone completed its largest deal in a
WHITEWAVE
                            Dairy alternative                                                 decade by acquiring WhiteWhave, a US
FOODS                                                                               Corporate
                    US      products            DANONE SA                     FR              maker of upmarket natural and healthy                 11 787     2 846
COMPANY,                                                                             (100%)
                            manufacturer                                                      foods. It will make Danone the world’s
THE
                                                                                              biggest producer of organic dairy products

                                                                                              Lactalis completes its acquisition of
                                                                                              Stonyfield from its main competitor Danone.
STONYFIELD              Organic yogurt                                              Corporate
                  US/FR                         GROUPE LACTALIS SA            FR              Struck for 740 €M, this deals makes it                   740      334
FARM INC.               manufacturer                                                 (100%)
                                                                                              amongst 2017's largest and brings Lactalis
                                                                                              to the forefront of the food industry.

                                                                                              French canned-vegetable company
READY PAC                                                                                     Bonduelle has acquired a privately held
                            Ready-made salads                                       Corporate
PRODUCE             US                        BONDUELLE SA                    FR              California producer of fresh prepared salads             379      740
                            manufacturer                                             (100%)
INC.                                                                                          Ready Pac, to strengthen its position in the
                                                                                              US market
                                                                                              German natural ingredients group Doehler
                            France-based
HERB'S                                                                                        strengthened its healthy food segment by
                            natural health                                                                                                                   >10M€ -
INTERNATION         FR                           DOEHLER GROUP SE             DE    Corporate acquiring Herb's International Service, a                 25
                            ingredients producer
M&A IN RETAIL & CONSUMER IN FRANCE - 2017 BACK TO EUROPE! - PWC
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M&A IN RETAIL & CONSUMER IN FRANCE - 2017 BACK TO EUROPE! - PWC
Wine & spirit: harvesting authenticity

The number of “Domestic” deals in the                          •   Bouygues brothers’ family office made its 3rd
Wines and Spirits segment is a key feature                         acquisition in vineyards with Clos Rougeard, a
in 2017’s concentrating market. 15 deals                           French-based organic winemaker.
involved French acquirers and targets. Only
5 cross-border deals however were                              Ways of securing international distribution
completed by large French players, who                         markets remain a strong M&A driver.
grabbed selected assets in the US and the
Caribbean.                                                     •   InVivo pursues its €1 billion InVivo Wine ambition.
                                                                   Created in 2015, with the acquisition of a Bordeaux
                                                                   trading company and a stake in wine cooperative
The search for premium brands remains highly                       Vinadeis, InVivo Wine added a substantial asset this
scrutinized.                                                       year with Dutch trader Baarsma Wine, which
                                                                   generates €210 million annual revenues and opens
•    Bollinger grew its stake in Delamain, a super-                new doors for export markets.
     premium cognac house.
                                                               •   Cognac Ferrand goes to the roots with West Indies
•    LVMH acquired Colgin Cellars, an iconic Napa                  Rum Distillery, an historic Barbadian rum business,
     Valley wine.                                                  gaining access to Barbados and Jamaican sourcing
                                                                   for Plantation.
•    Private Swiss Investor, Dona Bertarelli’s family
     office extended her luxury portfolio of investments       It’s the proximity to the customer, product
     with The Wine Merchant, a French wine trading             innovation and the new consumption habits that
     company.                                                  have significantly catalysed interest this year.
                                                               As a matter of fact, quite a few innovative concepts have
•    The Gardinier brothers sold their Château Phélan-         been brought up on stage such as Petit Ballon: an online
     Ségur to a private investor: Philippe Van de Vyere.       subscription based player will benefit from synergies
     The transaction is said to allow the French brothers      from its new shareholder Vente-Privee.com, but also
     to further invest in their upscale gastronomy and         Kol (pure mobile, home delivery) also in early stage of
     hospitality activity, while allowing the Belgian          development, raising funds to roll out its concept in
     investor to savor French spirits.                         France and the UK.

•    The year’s biggest deal however, remained the 80%
     stakes sale of Château Troplong-Mondot to SCOR.
     The brand is recognized as one of Saint-Emilion’s
     most important producers, and was sold along with
     its ‘chambres d’hôtes’ and Michelin starred
     restaurant for over €170 million.

Beyond classic consolidation, acquirers were
particularly attracted by craft and organic
brands.

•    Pernod Ricard invested in US-based craft liquor
     producer Smooth Ambler Spirits.

•    Remy Cointreau invested in Domaine des Hautes
     Glaces, the “Alpine farm distillery”, an organic single
     malt whisky producer (6 months only after the
     Westland acquisition).

10                                                                                                                  PwC
Deal size
                                                                                                                                              (Equity
    Target     Country          Activity             Acquiror           Country     Type               Description Adjusted                             Revenues
                                                                                                                                               Stake
                                                                                                                                                          (€m)
                                                                                                                                            value) (€m)
Producers
                                                                                            The Valette-Pariente family sold its Château
CHATEAU                   France-based                                                      Troplong-Mondot, one of Saint-Emilion's
                                                                                  Corporate
MONDOT           FR       company that        SCOR SE                     FR                biggest producers to the insurer SCOR SE               178         -
                                                                                   (80%)
S.A.S                     operates a vineyard                                               along with the attached restaurant and
                                                                                            ‘chambres d’hôtes’

                                                                                             The Guigal family expanded its regional
                          France-based                                                       presence and influence through a
DOMAINE DE                                                                        Corporate
                 FR       producer of red and E. GUIGAL SAS               FR                 transaction with Assurances Mutuelles                  50         -
NALYS                                                                             (Majority)
                          white wines                                                        Agricoles Groupama, owner of Domaine du
                                                                                             Nalys.

                                                                                             The Gardinier brothers completed a deal
                                                                                             with Belgian investor Philippe Van de Vyere.
                                                                                             Through the cession of their Château
CHATEAU                                       PHILIPPE VAN DE
                          France-based                                              PE       Phélan Ségur, the brothers aim to focus
PHELAN           FR                           VYVERE (PRIVATE             BE                                                                        25         -
                          vineyard                                                (Majority) investments on their upscale gastronomy
SEGUR                                         INVESTOR)
                                                                                             and hospitality activity (Taillevent Paris,
                                                                                             Relais & Châteaux rémois Les Crayères,
                                                                                             Comptoir du caviar)

WEST INDIES
                                                                                            Cognac Ferrand completed its first
RUM                                           COGNAC FERRAND                      Corporate
                 BB*      Rum producer                                    FR                acquisition abroad through Barbadian rum                23         -
DISTILLERY                                    SASU                                 (100%)
                                                                                            producer West Indies Rum Distillery.
LTD

CHATEAU DE                                                                                   Terrena's subsidiary Ackerman acquired the
                          France-based                                            Corporate
SANCERRE         FR                           ACKERMAN SA                 FR                 premium France-based vineyard Château                  21         4
                          vineyard                                                (Majority)
WINERY                                                                                       de Sancerre to support its export strategy.

                          Family-owned                                                       Moët Hennessy enters Napa Valley-based
COLGIN                                                                            Corporate
                 US       Napa-Valley based   MOET HENESSY                FR                 and premium wine producer Colgin Cellars'               -       60
CELLARS                                                                           (Majority)
                          wine producer                                                      capital by acquiring 60% of its stakes

Retailers & Wholesalers
                                                                                            InVivo acquired wine distributor Baarsma
BAARSMA                   Dutch wine                                              Corporate
                 NL                           INVIVO INVEST               FR                Wine, to extend its reach on the Northern                -      210
WINE                      wholesaler                                               (100%)
                                                                                            European market.

                                                                                             The high-end spirits promoter and
                                                                                             distributor Dugas welcomes British
                          France-based
                                                                                             Equistone Partners Europe as its majority
SOCIETE                   promoter and          EQUISTONE PARTNERS                  PE
                 FR                                                       UK                 shareholder. Through this transaction,                  -       50
DUGAS SAS                 exclusive distributor EUROPE LIMITED                    (Majority)
                                                                                             Dugas seeks to gain new means of
                          of high-end spirits
                                                                                             expansion, innovation and partnership
                                                                                             opportunities

                                                                                            After acquiring vineyards, Jacky Lorenzetti
L D. VINS        FR                           JACKY LORENZETTI            FR         PE     invested in wine merchant L. D. Vins ( with              -       50
                                                                                            3/4 of sales being export)

THE WINE                                      DONA BERTARELLI /                    Family A Swiss Family Office acquired the Wine
                          France-based wine
MERCHANT         FR                           YANN GUICHARD / YANN        CH       Office Merchant, French wine trading company, to                  -       40
                          trading company
SA                                            BORGSTEDT                            (100%) diversify its luxury portfolio of investments.

PwC           Sources: Zephyr, Capital Finance, Merger Market, PwC analysis                                                                                 11
Home Goods, Appliances & Electricals:
Supplying in-house?
                                                               Interest in wholesale, BtoB, omnichannel
M&A in the Home Goods, Appliances &                            players remained a key M&A trend.
Electricals segment has witnessed a
significant slowdown, with 28 deals struck                     •   Polish kitchen-equipment specialist Amica for
in 2017, versus 50 over 2016.                                      instance, acquired a majority in household
                                                                   appliances wholesaler SIDEME.

Although some US and European actors have taken the            •   LDLC on the other hand, further pursued its IT
opportunity to grab a few assets in France, when                   equipment omnichannel and BtoB consolidation
looking at all 28 deals, it is clear to note that domestic         with the acquisition of BIMP, a key high-tech and
deals were predominant, with 16 French acquirors                   Apple products reseller that caters to professional
of French targets. Overall, the required                           and educational segments as well as consumers.
concentration of the French market continued but at a
slower pace.                                                   •   Similarly, US iRobot Corporation (known for its
                                                                   Roomba robot vacuum cleaner) acquired its
•    One of the major moves in second HY2017, was                  European distributor Robopolis for over €120
     Ceconomy becoming the largest shareholder of Fnac             million, making it the segment’s second biggest deal
     Darty in acquiring the 24% stake from Artémis for             in size.
     €452m, as part of their strategy to become the
     leading European platform for consumer electronics-       The continuous sought for synergies was this
     related businesses, brands and concepts.                  year again an M&A driver in the Home Goods &
                                                               Appliances segment.
•    Maisons du Monde was the highest value operation
     and the only significant “pure retail” deal in the        •   Bunzl PLC (the UK international distribution and
     segment, with Bain Capital divesting in 2017 its              outsourcing Group) for instance proceeded in
     remaining 31,2% shares, after the IPO of the group            acquiring three companies, namely Generale
     in 2016.                                                      Collectivités, Comptoir de Bretagne and Hedis
                                                                   Group to further expand their existing cleaning &
•    Needless to say, it was a busy year for Xavier Marie          hygiene operations in France.
     (founder of Maisons du Monde) as he also gained
     majority in Le Petit Souk (children furniture store       •   In the same context, Tellier Gobbel & CIE took over
     retailer) through his investment holding Marco Polo,          Bron Coucke, and Cafom took over Sia Home Brand
     and announced further acquisition plans to pursue             to complement the activities of its subsidiary
     his expansion strategy.                                       Habitat.

This year also registers in a broader premiumisation           Other investments in the sector are rather
trend identified in the Home Goods segment,                    diversified but mainly revolve around well-
especially with regards to design and                          being at home such as comfortable bathroom
decoration.                                                    solutions, kitchen utensils and exterior lighting.

•    Conforama acquired the premium bed manufacturer
     Vivali - also known as Mon Lit et Moi - while
     Manufacturière Française de Bougies along with
     Roger Pradier should significantly benefit from new
     private equity investors whose knowledge of French
     ‘savoir-faire’ and luxury should boost both
     companies’ development.

•    Similarly, Orvema and Lampe Berger welcomed new
     shareholders (PE) so as to further spread their scents.

12                                                                                                                  PwC
Deal size
                                                                                                                                                 (Equity
    Target     Country           Activity               Acquiror        Country     Type                 Description Adjusted                              Revenues
                                                                                                                                                  Stake
                                                                                                                                                             (€m)
                                                                                                                                               value) (€m)
Brands & Manufacturers

                                                                                           After the Chinese group Gangtai's
                                               FORTUNE FOUNTAIN                      PE    acquisition of jewellery brand Buccellati in
BACCARAT         FR       Crystal specialist                              CN                                                                          185      148
                                               CAPITAL (FFC)                       (88,8%) 2016, it's FFC's turn to buy French luxury
                                                                                           crystal maker Baccarat from L Catterton

                          Luxury crystal &                                                   Maison Lalique received €15m from Family
                                               TAMER GROUP / FAMILY                  PE
LALIQUE          FR       decorations                                     SA                 offices to support international growth,                  15      125
                                               OFFICES                            (Minority)
                          manufacturer                                                       especially in Asia (currently 20% of activity).

                          Holding company of BRIDGEPOINT
                                                                                             Bridegpoint has raised its shares in Peek-a-
                          Béaba, baby        DEVELOPMENT                            PE
PEEK-A-BOO       FR                                                       UK                 Boo to a majority stake though a €10 m                    10       48
                          products           CAPITAL / INDIGO                     (Majority)
                                                                                             deal, after its first investment in 2010.
                          manufacturer       CAPITAL

                                                                                            The Polish kitchen-equipment specialist
                          Household                                                         (€650m) acquired all of the household
                                                                                  Corporate
SIDEME SA        FR       appliances           AMICA SA                   PL                appliances retailer SIDEME's shares, hence                  4       81
                                                                                   (61%)
                          wholesaler                                                        buying off those owned by Electrolux (39%)
                                                                                            and Crosslee (22%)

                                                                                            PMH (Parisot group), a home furniture
                                                                                            manufacturer, has been acquired by its
                          Furniture                                               Corporate former subsidiaries group (P3G Industries)
PMH              FR                            P3G INDUSTRIES             FR                                                                            -      190
                          manufacturer                                             (100%) to reach critical mass (now a top-ten player
                                                                                            in Europe with a combined turnover of
                                                                                            €290m)

                                                                                             The investment fund Argos Soditic acquired
LAMPE                     Home fragrances & ARGOS SODITIC /                          PE      a majority stake in Lampe Berger, the home
                 FR                                                       CH                                                                            -       50
BERGER                    lamps specialist  MANAGERS                                (90%)    fragrance lamps manufacturer. The SME
                                                                                             plans to invest in R&D and Sales

Retailers & Wholesalers

                                                                                             Ceconomy becomes the largest shareholder
                                                                                             of Fnac Darty in acquiring the 24% stake
                                                                                             from Artémis for €452m. First strategic
                                               METRO GROUP                        Corporate
FNAC-DARTY       FR                                                       DE                 move as an independent company                           452     7 400
                                               (CECONOMY)                         (Minority)
                                                                                             delivering on its ambition to further
                                                                                             strengthen its position as the leading
                                                                                             European Consumer Electronics platform.

                                                                                             After the IPO in 2016, Bain Capital finally
MAISONS DU                Furniture &                                                        sold its remaining 31,2% stake in Maisons
                 FR                            PUBLIC                     n.a        PE                                                               400      882
MONDE SAS                 Houseware retailer                                                 du Monde, one of France's major furniture
                                                                                             and houseware retailer

ROBOPOLIS                                                                                    iRobot completed the acquisition of a
SAS                       France-based                                                       majority stake in Robopolis in order to raise
                                                                                  Corporate
(EUROPEAN        FR       retailer of consumer IROBOT CORPORATION         US                 its control over its sales, marketing, CRM               121      117
                                                                                  (Majority)
DISTRIBUTOR               robotic products                                                   and distribution as Robopolis represents
OF IROBOT)                                                                                   50% of its Europe and MENA sales.

                                                GENERAL ATLANTIC
                          France-based e-       LLC / PARTECH                                Manomano raised €60 m in a fundraising
                                                                                    PE
MANOMANO         FR       retailer of gardening VENTURES / PITON        FR/US                led by General Atlantic in order to                       60       89
                                                                                  (Majority)
                          and DIY products      CAPITAL LLP /                                consolidate its presence in Europe.
                                                BPIFRANCE SA

                                               NAXICAP PARTNERS
                                                                                             Naxicap acquired Findis, the electricals &
                                               OUEST CROISSANCE /
                          B2B/B2C Home-                                             PE       home equipments wholesaler from Activa
FINDIS           FR                            SODERO GESTION /           FR                                                                            -      300
                          equipment retailer                                      (Majority) Capital, Capzanine, EPF Partners &
                                               BPIFRANCE/ SG
                                                                                             Quilvest Private Equity
                                               CAPITAL PARTENAIRES

GROUPE
                          Holding specialized
HEDIS /                                                                                      Bunzl made the acquisition of three
                          in sale and
GENERALE                                                                                     companies: Generale Collectivites,
                          distribution of
COLLECTIVI-                                                                       Corporate Comptoir de Bretagne and Heidis Group to
                 FR       cleaning products     BUNZL PLC                 UK                                                                            -      155
TES/                                                                              (Majority) consolidate product lines. This was part of a
                          / Catering
COMPTOIRE                                                                                    large external development strategy of the
                          equipment &
DE                                                                                           company costing over €600m in 2017
                          tableware distributor
BRETAGNE

PwC           Sources: Zephyr, Capital Finance, Merger Market, PwC analysis                                                                                    13
Fashion & Accessories: through thick
and thin
                                                               to Carrefour early 2018 under financial liquidity
Groupe Arnault invested to rationalise its                     pressure after the announcement of the accounting
the group structure: increased its                             fraud of its Steinhoff holding company. Such move
ownership in Christian Dior SE for €12bn                       allows Carrefour to continue building its omnichannel
when LVMH acquired full control of                             ecosystem in its announced accelerated digital
                                                               transformation plan. Showroomprivé itself, extends
Christian Dior Couture for a further
                                                               its category coverage with Beauté Privée.
€6.5bn, the largest operation of the year!
But the fortunes of players in this segment
                                                              Defensive moves and distress situations across
are very contrasted, to say the least, as                     segments
illustrated in this year’s M&A trends.
                                                              • Value players Tati and Mim in financial difficulties,
                                                                were taken over by fellow retailers GiFi and Tally
• Out of the 51 deals struck over the 2017 period, one          Weijl. In the same segment, Swiss value fashion
  quarter were performed in defensive or distress               retailer Yendi did not find new investors and was put
  situations. In parallel, rising new stars receive backing     in bankruptcy procedure earlier this year.
  from investors. Private Equities remain very active,
  playing a part in half of the deal activity.                • Vivarte pursued its repositioning and associated
                                                                divestment strategy with the Pataugas brand going to
• A large majority of M&A operations in this segment            Colis Privé founders and shoe manufacturing site CVC
  were strictly domestic deals (33 out of 51), with little      to German restructuring player Hanse. Last July,
  outbound investment and few foreign investors.                Kookai was taken over by its Australian licensee Magi
                                                                Entreprise “to allow for the brand to fully exploit its
Omnichannel investments go both ways                            great potential” and later leading footwear retailer
                                                                Merkal was acquired by OpCapita to further develop
•    One of the most iconic moves in the apparel sector         online and offline. With André announced to join
     comes from French players.                                 Spartoo in 2018, the Vivarte group is now ready to
                                                                continued its journey in its new configuration.
•    Last summer, the acquisition of La Redoute was a
     major omnichannel push by Galeries Lafayette,
     taking a 51% stake in the e-commerce retailer, this
     operation complete previous operations in this
     segment such as the acquisition in 2016 of the flash
     sale site BazarChic. Eventually, the French luxury                 While the fashion and retail industries face
     department store intends to acquire the                     unprecedented global change, the complementary
     entire control of La Redoute business with the              positioning and expertise of La Redoute and
     ambition to create the new leading omnichannel
                                                                 Galeries Lafayette would establish us as a leading
     retail group in fashion and home furnishings (with
     €3.8 billion annual revenues for Galeries Lafayette         physical and digital retailer specialised in fashion
     and €750 million for La Redoute) and to optimize its        and home furnishings, with French roots and
     supply chain and sourcing.                                  international outreach,”

• Pure player Spartoo grabbed Kindy’s child footwear             Philippe Houzé,
  assets and early 2018 will make a big stride and
                                                                 Executive Chairman Galeries Lafayette .
  doubled its revenues by acquiring André’s store
  network from Vivarte group illustrating the
  convergence of on / off line business models.

• Conforama, which invested in a 17% stake in May 2017
  in the e-commerce pure player Showroomprivé, sold it

14                                                                                                                 PwC
Eyewear players along the whole value chain                 Rautureau group earlier in the year (famous for its
are reviewing their positions: whilst the Luxottica -       shoe brands Free Lance and No Name).
Essilor merger is expected to be finalised in the second
half of this year, other players are on the front foot:    • The Qatar Luxury Group sold its majority stake in Le
                                                             Tanneur to Tolomei, leather industry player in France
• Kering Eyewear and Cartier (Richemont group) join          which owns a number of brands across the sector and
  forces and expect both industrial and commercial           will recapitalization the group to back its development
  synergies.                                                 plan.

• LVMH invests and sets up a JV with Marcolin, the         • Both innovative watch brand Klokers and
  Italian eyewear manufacturer. The partnership called       Compressport, a sports technical wear brand surfing
  Eyewear will start with Celine and Louis Vuitton           on the running trend, closed their funding rounds
  branded spectacles and should widen to the Group’s         successfully.
  other brands.
                                                           Innovative business models continue to thrive
• PE-backed UK player Inspecs invests in Killine, a
  French manufacturer with strong positions in Asia        • The mobile e-commerce site for high-end boutiques
  including two plants.                                      and brands, Jello Labs (now operating as Sprint)
                                                             continues to rock the online fashion space and raised a
• New player Jimmy Fairly wants to bring affordable          new round of funding from venture capital investors
  products onto the market and finds backing from ECP.       including Groupe Arnault.

Luxury group LVMH turned the page on its Diamond           • A selection of innovative retail concepts such as Online
distribution JV with De Beers group who bought back          second-hand fashion players Vestiaire Collective,
LVMH’s 50% stake in the JV.                                  Videdressing and the maternity clothing brand Envie
                                                             de Fraises got new rounds of funding from Private
New French brands with strong identity and                   equities.
rich product design content are backed by
Private equity and increasingly present family
offices and private investors

• SMCP, Sandro, Maje and Claudie Pierlot, acquired last
  year by Chinese textile group Shandong Ruyi listed a
  minority stake on Euronext in order to foster its
  international growth.

• Fashion brand Sessun got support from ECP which
  also owns Figaret and Le Slip Français.

• Contemporary cashmere brand Kujten and Lovely
  Planet lingerie have attracted M Capital to support
  their retail roll out strategy and enrich M Capital
  clothing portfolio.

• French investor Xavier Marie (founder of Maisons du
  Monde sold to Bain Capital) has added to his portfolio
  of French fashion labels a 80% interest in the high-
  end women's ready-to-wear label Paule Ka, along side
  Change Capital, the previous owner, remaining a
  minority shareholder. He took over control of the

PwC                                                                                                                15
Deal size
                                                                                                                                                 (Equity
      Target    Country          Activity               Acquiror       Country      Type                 Description Adjusted                              Revenues
                                                                                                                                                  Stake
                                                                                                                                                             (€m)
                                                                                                                                               value) (€m)
Brands, Manufacturers, Retailers & Wholesalers

                          France-based                                                     LVMH launched a public tender in June to
CHRISTIAN
                          company makes       BERNARD ARNAULT                    Corporate acquire the 26% in Dior it did not already
DIOR SA          FR                                                     FR                                                                         12 111    43 700
                          and produces luxury (PRIVATE INVESTOR)                  (25,9%) own in order to simplify LVMH’s ownership
(25.9% STAKE)
                          items                                                            structure.

                          France-based
                          maker of luxury
                          products including
CHRISTIAN
                          fashion and                                                      LVMH fashion and leather goods division
DIOR                                           LVMH MOET HENNESSY                Corporate
                 FR       accessories,                                  FR                 buys Christian Dior Couture for an                       6 500     1 750
COUTURE                                        LOUIS - VUITTON SE                 (100%)
                          fragrance and                                                    enterprise value of €6.5bn.
S.A.
                          beauty products,
                          and jewellery and
                          timepieces
                                                                                             BC Partners reached an agreement to acquire
                                                                                             a majority stake in Pronovias the world’s
                          Women's wedding      BC PARTNERS /                        PE       largest bridal wear company, from its founder
PRONOVIAS        SP                                                     FR                                                                            550      200
                          clothing             FONDATEUR(S)                       (Majority) and sole owner Alberto Palatchi. This marks a
                                                                                             new era as BC intends to significantly
                                                                                             accelerate its development in the US
                                                                                             Shandong Ruyi organised the IPO of its
                                                                                             subsidiary SMCP keeping a controlling stake
                                                                                   Stock
SMCP            FR/CH Ready to wear            PUBLIC                   FR                   but allowing new financing to deleverage                 541      786
                                                                                   Market
                                                                                             SMCP and allow for the financing of its future
                                                                                             international expansion
                                                                                             FCDE-backed jewellery manufacturer
                                                                                             Marcel Robbez-Masson consolidates its
CHRISTIAN                                      MARCEL ROBBEZ-                    Corporate /
                 FR       Jewellery                                     FR                   position on the market with the acquisition               40       50
BERNARD                                        MASSON                               PE
                                                                                             of the financially distressed manufacturer
                                                                                             Christian Bernard.
                                                                                          Qatar Luxury Group sold a majority stake of
LE TANNEUR
                                                                                          Le Tanneur to Tolomei Participations in a
&                         Luxury leather     TOLOMEI                                PE
                 FR                                                     FR                recapitalisation and development plan to                     22       54
COMPAGNIE                 goods manufacturer PARTICIPATIONS SASU                  (50,2%)
                                                                                          improve the prospects of the luxury leather
SA
                                                                                          goods manufacturer.
                                                                                           LVMH take a stake of 10% in Marcolin as
                          glasses                                                Corporate an initial step in their collaboration before
MARCOLIN          IT                           LVMH                     FR                                                                             22      215
                          manufacturer                                            (10%) creating a JV between the 2 groups to
                                                                                           manufacture glasses for LVMH brands
AGORA                     France-based
DISTRI-                   company engaged                                        Corporate Gifi, the value retailer, integrated distressed
                 FR                              GIFI GROUPE            FR                                                                              -      347
BUTION SASU               in distrib. of apparel                                  (100%) Tati and intends on keeping the Tati brand.
(TATI)                    for men and boys
                                                                                           Kering entered into a strategic partnership
                                               COMPAGNIE
KERING                                                                           Corporate with Maison Cartier (Richemont) in a move
                 FR       Luxury glasses       FINANCIÈRE               CH                                                                              -      340
EYEWEAR                                                                           (30%) to create industrial and commercial
                                               RICHEMONT
                                                                                           synergies.
                                                                                             Swiss youth fashion retailer Tally Weijl
                                                                                             committed to maintain c.70 stores (to be
MIM              FR       Fast fashion retailer ETAM / TALLY WEIJL     FR/CN     Corporate                                                              -      150
                                                                                             converted to the TW concept) in the context
                                                                                             of MIM liquidation
                      UK-based company
DE BEERS
                      that designs,                                                        De Beers acquired remaining the 50% of De
DIAMOND                                    DE BEERS GROUP
                      manufactures and                                           Corporate Beers Diamond Jewellers from LVMH,
JEWELLERS       FR/UK                      SERVICES                     UK                                                                              -      139
                      retails fine diamond                                        (50%) putting an end to its JV with LVMH, 16
LIMITED (50%                               (PROPRIETARY) LIMITED
                      jewellery and                                                        years after its creation.
STAKE)
                      watches
                                                                                           Vivarte engaged in a disposal and
                          Women's clothing                                       Corporate reconstruction plan sold the clothing brand
KOOKAI SASU      FR                            MAGI                     AU                                                                              -       79
                          retailer                                                (100%) Kookaï to Magi which has been its licensee
                                                                                           in Australia and New Zealand for 26 years
                                                                                            Xavier Marie has built up a portfolio of French
                                                                                            fashion labels. The founder and former CEO of
                                                                                            Maisons du Monde has recently finalised
                          France-based                                                      another fashion investment, after acquiring
PAULE KA
                          operator of multi-   XAVIER MARIE (PRIVATE             Individual majority stakes in Bonton and in the Rautureau
S.A. (80%        FR                                                     FR                                                                              -       60
                          label fashion        INVESTOR)                           (80%) group and has bought an 80% interest in high-
STAKE)
                          boutiques                                                         end women's ready-to-wear label Paule Ka,
                                                                                            whose previous owner, Change Capital, remains
                                                                                            a minority shareholder. Early 2018, Xavier Marie
                                                                                            acquired the cashmere brand Bompard

16                                                                                                                                                          PwC
Deal size
                                                                                                                                                  (Equity
    Target       Country          Activity              Acquiror         Country     Type                 Description Adjusted                              Revenues
                                                                                                                                                   Stake
                                                                                                                                                              (€m)
                                                                                                                                                value) (€m)
E-Commerce

                                                                                             Showroomprivé found a new partner,
SHOWROOMP                  High-end online                                         Corporate Conforama, to improve sourcing of home
                   FR                            CONFORAMA                  FR                                                                         157      540
RIVE.COM                   retailer                                                 (17%) related products in line with its
                                                                                             diversification strategy.

                                                FIDELITY INVESTMENTS
                                                                                              Pure mobile retailer Jello Labs (operating
                           Online mobile        / GROUPE ARNAULT
JELLO LABS                                                                                    under the Spring brand) closes a new round
                   US      shopping application SAS / THRIVE CAPITAL      US/FR       PE                                                                60       90
INC. (SPRING)                                                                                 of funding, including former investor Groupe
                           platform             MANAGEMENT LLC /
                                                                                              Arnault.
                                                BOXGROUP

                                                                                              Former shareholder Eurazeo reinvests
                                                 EURAZEO CAPITAL SA /
VESTIAIRE                  Online pre-owned                                                   along with new international partners in
                                                 VITRUVIAN PARTNERS
COLLECTIVE         FR      luxury clothing                                  FR        PE      second-hand online specialist Vestiaire                   58      100
                                                 LLP / IDINVEST
SA                         platform                                                           Collective to accelerate its international
                                                 PARTNERS
                                                                                              growth.

                                                                                              Galeries Lafayette Group acquired a 51%
                                                                                              stake in e-commerce retailer La Redoute for
                                                                                              an undisclosed sum and eventually intends
                           Online retailer                                                    to acquire the entire La Redoute business,
                                                 GROUPE GALERIES                   Corporate
LA REDOUTE         FR      specialized in                                   FR                making it the leading player in the French                 -      750
                                                 LAFAYETTE                         (Majority)
                           Apparel & Furniture                                                apparel market in terms of revenues and
                                                                                              serve its ambition to create a new leading
                                                                                              omnichannel retail group specialised in
                                                                                              fashion and home furnishings.

                                                                                              OpCapita signed an agreement to acquire
                                                                                              Merkal Calzados SLU, a leading footwear
                                                                                              retailer in Spain, from Vivarte SAS. The
                                                                                              terms of the transaction are not being
                                                                                     PE
MERKAL           FR/ESP Footwear specialist      OPCAPITA                   UK                disclosed. The fund will invest in its existing            -      131
                                                                                   (Majority)
                                                                                              retail footprint, review and optimise product
                                                                                              offering, accelerate new store openings and
                                                                                              further develop its existing online
                                                                                              capabilities.

                                                                                             After acquiring Becquet, a catalogue
                           Online clothing &
3 SUISSES          FR                         DOMOTI                        FR     Corporate operator in 2016, Domoti took over 3                        -      115
                           houseware platform
                                                                                             Suisses (in France and Belgium)

PwC             Sources: Zephyr, Capital Finance, Merger Market, PwC analysis                                                                                   17
Personal Care & Cosmetics: no blemishes

                                                            In France independent selective perfumery retailers
Striking features in Personal Care &                        don’t just sit back: Passion Beauté gets PE backing to
Accessories this year: two “mega deals”, a                  continue its development and Eurazeo takes a majority
flurry of corporate cross-border activity (4                investment in NEST Fragrances, the premium home
inbound and 5 outbound out of 21 deals)                     and beauty fragrances NY based company, in
and extensive Private Equity involvement (7                 partnership with its Founder Laura Slatkin.
out of 21).
                                                            Finally online players pursued their diversification
                                                            strategies: Feelunique (Thebigweb) reinforces its beauty
Cosmetics, ripe with M&A activity, from mega                credentials and penetration of the French market with
deals to small venture - but the themes are common          the acquisition of the online beauty content The
across deal size: active cosmetics, natural cosmetics and   Beautyst (Madine), the French beauty content website.
innovation in product and customer experience.

• Active cosmetics is particularly prominent. L’Oréal
  acquired three brands from Valeant (CeraVe,
  AcneFree and Ambi) active in the USA, for a value
  corresponding to 8x its €168 million revenues)
  reflecting the price « bubble in the USA » for premium
  assets. This represents the largest acquisition by
  L’Oreal since IT Cosmetics in 2016.

• Revitacare is grabbed by a Chinese HA specialist and
  Dermavita by Dima Corp a medical device and
  cosmetology distributor.

• Innovative emerging concepts get backing from PE:
  Skinjay with its essential oils shower solution and
  Feeligreen with its technology-inspired device and
  anti-ageing cream combination.

At the retail end of cosmetics

• The Brazilian group Natura Cosmeticos grabs the big
  prize to step out of Brazil with The Body Shop
  following L’Oréal’s decision to stop its attempt to
  enter the retail segment.

• Sephora continues its European perfume shop
  expansion with the acquisition of part of the Turkish
  retailer Tekin Acar perfumeries network.

• Yves Rocher takes control of its distributors in
  Romania and Hong Kong and invests in the Israel-
  based traditional soap brand Sabon and associated
  stores network, particularly appreciated in the USA
  and Japan.

18                                                                                                             PwC
Deal size
                                                                                                                                              (Equity
    Target    Country           Activity               Acquiror        Country     Type                 Description Adjusted                            Revenues
                                                                                                                                               Stake
                                                                                                                                                          (€m)
                                                                                                                                            value) (€m)
Brands & Manufacturers

                                                                                             After IT Cosmetics in 2016, L'Oreal
AMBI /
                                                                                             acquired the US skincare brands Ambi,
ACNEFREE /      US       Skincare specialists L'OREAL / L'OREAL USA      FR      Corporate                                                       1 228      159
                                                                                             Acnefree and CeraVe to reinforce its fast-
CERAVE
                                                                                             growing Active Cosmetics division.

                                                                                            acquisition of traditional soap Israeli brand
                         Natural soap                                            Corporate
SABON           ISR                           YVES ROCHER S.A.           FR                 Sabon particularly present in the US and                87      100
                         manufacturer                                            (Majority)
                                                                                            Japan

                                                                                            Eurazeo took a majority investment in NEST
                                                                                            Fragrances in partnership with its Founder
                                                                                            and Executive Chairman Laura Slatkin. This
                                                                                            operation inaugurates Eurazeo Brands, the
                                                                                            firm’s fifth division launched last May 2017
NEST                                          EURAZEO BRANDS /                     PE
                US       Perfume specialist                              FR                 to invest in consumer and retail brands with            59         -
FRAGRANCES                                    FONDATEUR(S)                       (Majority)
                                                                                            global growth potential. Founded in 2008,
                                                                                            the NY based NEST is regarded as a leader
                                                                                            within both premium home and beauty
                                                                                            fragrances categories and has experiences
                                                                                            strong sales growth over the last 5 years.

                                                                                            Fareva, a leading global subcontractor for
                                                                                            the beauty and health markets will take
BCM                      Cosmetics                                               Corporate ownership of BCM, Walgreens Boots
                FR                            FAREVA                     FR                                                                          -      250
COSMETIQUE               manufacturer                                            (Majority) Alliance’s contract manufacturing business
                                                                                            in the personal care sector and thus enable
                                                                                            to accelerate its global product strategy.

ACTIV                    Manufacturer of                                                  In a market driven by ageing population,
                                              CM-CIC
MEDICAL         FR       incontinence                                    FR      PE (28%) Activ Medical Disposal invited CM-CIC to                   -       60
                                              INVESTISSEMENT
DISPOSABLE               protections                                                      contribute to its growth.
Retail & E-Commerce
                                                                                           Natura, the leading direct selling cosmetics
THE BODY                 Beauty care                                             Corporate
               FR/UK                          NATURA COSMETICOS          BR                company, acquires The Body Shop from                  1 000      921
SHOP                     cosmetics                                                (100%)
                                                                                           L'Oréal.

                         Online discount
BEAUTE                   cosmetics and                                           Corporate SRP pursues its diversification strategy with
                FR                            SRP GROUPE SA              FR                                                                         18       19
PRIVEE SAS               beauty products                                          (60%) this beauty pure player.
                         retailer

                                                                                             Passion Beauté, a group of independent
PASSION
                FR       Perfumes retailer    ESFIN GESTION              FR         PE       perfume and cosmetics retailers, raised                 5      116
BEAUTE
                                                                                             €5m to extend its reach.

PwC          Sources: Zephyr, Capital Finance, Merger Market, PwC analysis                                                                                  19
“Other Specialists” have found their pet
subject
                                                             •   PE funds showed interest in this fast-growing
The segment of Specialist Retailers is more                      segment: CM-CIC invested in animal nutrition
dynamic than in 2016 (51 deals in 2017 vs.                       specialist Idena (Innovation Développement) to
38 in 2016). Deals, mostly domestic (39 out                      support its international growth.
of 51) attracted both PE funds (23 deals)
and corporate acquirers, driven by                           •   Medor et Compagnie (Estolon - subsidiary of garden
consolidation around larger players.                             center retailer Botanic) acquired pet food and
                                                                 accessories retailer Rapid Croq to double its store
                                                                 network.
Gardening and DIY have recorded the largest
deals of the segment.                                        … and innovative / online business models:

The agri-cooperative InVivo, owner of the 2                  •   Subscription-based Animal box was acquired by
retailers Gamm Vert and Delbard, took over from L-               Doctissimo to strengthen its e-commerce activity
GAM, its competitor, the Jardiland chain (which                  and diversification into pets.
operates over 189 stores, 90 of which are franchises).
                                                             Online players always keep attracting investors
                                                             (10 out of 23):

                                                             •   Niche markets are digitizing: Chronocarpe and
             this operation will enable InVivo retail to         NaturaBuy, two online fishing platforms expand with
    consolidate its leading position in the gardening and        PE support and art selling online platform Artser
    pet sector, optimize and widen its offering, invest in       (Mumart) get backing from Frederic Jousset (co-
    digital to offer a new client experience and grow            founder of the customer experience specialist
                                                                 WebHelp) to accelerate its expansion abroad in a
    internationally”
                                                                 growing online art market.

    Thierry Blandinières,                                    •   Technology flourishes : Drone Volt acquired one of
    CEO InVivo                                                   the reference drone selling online sites for
                                                                 professionals in Denmark.

                                                             •   The online subscription-based flowers delivery start-
                                                                 up Bloomon, raised €21.4m, in order to reduce the
With the acquisition of the Bricorama chain (160                 number of intermediaries “from grower to
stores), the French group of independents Les                    customer”.
Mousquetaires Intermarché, which already owns
Bricomarché and Brico Cash, climbs 3rd in the French
DIY sector behind leaders Adeo-Leroy Merlin and
Kingfisher-Castorama.

The petcare industry has been particularly active (11
deals across the whole value chain), with targets
specialized in nutrition and pet supplies …

•    Animal nutrition and health global player Neovia
     (part of InVivo) consolidated its position on the
     animal nutrition segment with two acquisitions:
     Mexican premix producer Apligen and French
     dietary products specialist Agranix.

20                                                                                                                PwC
Deal size
                                                                                                                                                  (Equity
      Target     Country        Activity               Acquiror           Country     Type                  Description Adjusted                            Revenues
                                                                                                                                                   Stake
                                                                                                                                                              (€m)
                                                                                                                                                value) (€m)
Retail & E-Commerce
                                                                                               After the acquisitions of Gammvert and
                                                                                               Delbard, InVivo continued its external
                                                                                    Corporate development strategy with the acquisition of
JARDILAND          FR                         INVIVO                        FR                                                                           -      730
                                                                                    (Majority) Jardiland in order to consolidate its position
                                                                                               as garden products leader distributor in
                                                                                               France.

                                                                                               Bricomarché has acquired Bricorama's
BRICORAMA                                                                                      activities (164 stores in France and Spain)
                                              LES MOUSQUETAIRES                     Corporate
FRANCE             FR                                                       FR                 which propels it to the 3rd position in the               -      500
                                              (INTERMARCHE)                         (Majority)
ESPAGNE                                                                                        French market thanks to a larger
                                                                                               geographical presence.

                                                                                               Through the acquisitions of Jardiland,
                                                                                               Gamm vert and Delbard, InVivo is making a
GAMM VERT                                                                           Corporate
                   FR                         INVIVO GROUP                  FR                 large external development strategy in order              -      130
SA                                                                                  (Majority)
                                                                                               to consolidate its position as garden
                                                                                               products leading distributor in France.

                                                                                               Mutares AG has sold Grosbill (it had
                                                                                               acquired from Auchan Group in 2015) to
                                                                                               Luc Boccon-Gibod, the founder of the
GROSBILL                                      LUC BOCCON-GIBOD                      Corporate
                   FR                                                       FR                 company. Being a French multi-channel                     -       83
SAS                                           (PRIVATE INVESTOR)                    (Majority)
                                                                                               retailer for consumer electronics, Grosbill
                                                                                               operates an online platform as well as own
                                                                                               retail stores.

                                              PARTECH
                                                                                                 The online flowers subscription-based
                                              INTERNATIONAL
BLOOMON                                                                                          delivery start-up Bloomon, disrupting
                                              PARTNERS SAS / ANGEL
NEDERLAND          NL                                                       FR         PE        traditional business models by reducing                21         -
                                              INVESTORS / INKEF
BV                                                                                               intermediaries ("from grower to customer"),
                                              CAPITAL BV / FORTINO
                                                                                                 raised €21.4m to support its growth.
                                              BEHEER SPRL

LOJAS
FRANCAS DE
                                                                                    Corporate
PORTUGAL           PT                         VINCI AIRPORTS S.A.S.         FR                                                                          20         -
                                                                                     (51%)
S.A. (51%
STAKE)

                                                                                                 Next Stage AM invested €10.5m in the
                                              NEXTSTAGE AM / LO                                  hunting and fishing equipment website
NATURABUY          FR                                                       FR         PE                                                               11         3
                                              CAPITAL                                            NaturaBuy to accelerate its development
                                                                                                 and reinforce its teams

                                              FONDS DE                                         FCDE acquired an interest in Canal Toys
                                              CONSOLIDATION ET DE                   Corporate alongside a few banks in order to finance
CANAL TOYS         FR                                                       FR                                                                           8       15
                                              DEVELOPPEMENT DES                     (Majority) the group's expansion in Europe and the
                                              ENTREPRISES                                      USA.

                                                                                               More known under the name Fitness
                                                                                    Corporate
NETQUATTRO         FR                         M CAPITAL PARTNERS            FR                 Boutique, Nettquatro completed a €4.3 m                   4       45
                                                                                    (Majority)
                                                                                               fundraising from M Capital Partners.

                                                                                                 The omnichannel sports retailer
FITNESSBOUT                                   M CAPITAL PARTNERS
                   FR                                                       FR         PE        Fitnessboutique raised €4.3m to support its             4       40
IQUE                                          (EX MIDI CAPITAL)
                                                                                                 national and international expansion.
Manufacturers
                                                                                              Vivescia completed the sale of its oilseeds
                                                                                              activity, Chamtor, to the ADM group in order
                                              SOCIETE INDUSTRIELLE                  Corporate
CHAMTOR SA         FR                                                       FR                to concentrate on its core strategical                     -      171
                                              DES OLEAGINEUX SA                      (100%)
                                                                                              activities and develop them through
                                                                                              acquisitions.

                                                                                               FDG is a diversified consumer goods
                                              CM-CIC
                                                                                      PE       player, which provides sourcing and
FDG                FR                         INVESTISSEMENT /              FR                                                                           -      123
                                                                                    (Majority) merchandizing activities to supermarkets
                                              MANAGERS
                                                                                               across 15 product categories.

                                                                                               Agrobiothers group opened for the first time
AGROBIO-                                      GIMV / ACTIONNAIRES                   Corporate its capital to an external investor, GIMV,
                   FR                                                       FR                                                                           -       65
THERS                                         FAMILIAUX                             (Majority) that acquired a majority stake in the
                                                                                               company.

EXPRESSIONS                                                                         Corporate
                   FR                         GIVAUDAN                     SW                                                                            -       56
PARFUMÉES                                                                           (Majority)

PwC             Sources: Zephyr, Capital Finance, Merger Market, PwC analysis                                                                                   21
Deal size
                                                                                                                                  (Equity
     Target     Country   Activity         Acquiror        Country     Type                Description Adjusted                             Revenues
                                                                                                                                   Stake
                                                                                                                                              (€m)
                                                                                                                                value) (€m)
Manufacturers

                                     KURMA                                      The start-up specialized in connected
                                     PARTNERS,SEVENTURE              Corporate equipments for sports amateurs and
FEETME           FR                                         FR                                                                           2         -
                                     PARTNERS,SOS                    (Majority) professionals raised €2 m in an early stage
                                     VENTURES                                   fundraising

                                                                               In a high growth context, the animal nutrition
INNOVATION
                                                                               specialist Idena (Innovation Développement
DEVPMNT EN                           CM-CIC
                 FR                                         FR          PE     en Nutrition Animale) sought funding to                   2       23
NUTRITION                            INVESTISSEMENT SASU
                                                                               invest in R&D and expand abroad, notably
ANIMALE SAS
                                                                               on Asian markets.

                                                                               Neovia strengthened its premix business
APLIGEN SA                                                           Corporate and extended its product offer by acquiring
                 MX                  NEOVIA SC              FR                                                                           -       22
DE CV                                                                 (100%) Mexico-based livestock nutrition products
                                                                               manufacturer Apligen.

                                                                                Pierre Lannier raised €1.5 m to accomplish
PIERRE                                                               Corporate
                 FR                  AUDACIA                FR                  its development strategy aiming at                       2       15
LANNIER                                                              (Majority)
                                                                                achieving €30 m revenues by 2021

22                                                                                                                                            PwC
Looking into 2018

……. many factors should favor Consumer Markets’ deal
activity.

The majority of French CEOs continue to view deals as a
key driver to growth and profitability and we expect this
trend to continue well into 2018.

                                                       58%
                                       +87%

                                                                         of European CEOs are very
                                                                         confident in global economic
                                                                         prospects over the next 12 months
                                              58%

                                                                                          vs. 31% in 2017
                  50%
                         34%
                                33%

                                                     Growth perspectives in France
                                       31%

                                                     in the next 12 months

                                                                                            7th
           17%
    8%

  Western Europe                                       9th               + 2 places in the ranking of
                                                                         growth prospects
                                                                         showing global CEOs’ view of
                                                                         France attractiveness
    2012
           2013
                  2014
                         2015
                                2016
                                       2017
                                              2018

                                                                                     PwC’s 21st CEO survey

PwC                                                                                                      23
Specific sector trends which we believe will                  Outbound deal activity, which decreased slightly in
nurture future M&A activity:                                  2017 with 14% of total deals vs 16% in 2016 as
                                                              uncertainties overseas remained, is expected to expand
•    Competition will continue to fuel deal activity; the     again in 2018. The return of more solid domestic
     search for growth and customer attention,                economic trends should further boost the confidence of
     convergence and vertical integration. Traditional        French players to search for new growth segments in
     retailers may seek new growth platforms and              Europe and further abroad.
     consider innovation to expand capabilities and gain
     access to consumers. Partnerships between retailers      As a parallel move, Inbound deal activity should also
     and brands may furthermore increase so as to             increase as foreign investors look more favorably
     deliver improved customer service.                       towards France and Europe. Europe’s current
                                                              aspiration towards further economic and political
•    As demand for organic ingredients spans                  cohesion should attract increasing attention from cash-
     millennials and older generations alike, organic         rich US corporates and Asian players searching for
     offerings enter new distribution channels and            geographical diversification, scale and brands.
     markets. Lifestyle-based dietary trends (e.g. vegan or
     gluten-free) continue on their path to mainstream        Any significant, unexpected shift in the socio-
     acceptance, these smaller niche brands become a          political factors or political instability remain
     focus of larger food manufacturers and distributors      disruptors, creating both opportunity and risk.
     seeking prospects for growth. Diet and nutritional       Continued growth in valuations and profit multiples
     ingredients, aromatherapy and healthcare services        should further stimulate competitiveness for deal
     more easily accessible to consumers may also             activity in 2018.
     become ways for retailers to drive traffic in stores.
                                                              Overall, 2017 was another exceptional year in
•    Technology and innovation has proved to be a             the French Retail & Consumer M&A markets. As
     main driver for deals and we anticipate a continued      stated, we expect another strong M&A market
     investment in new technologies including artificial      in 2018, primarily driven by further availability
     intelligence, Internet of Things connectivity,           of financing at a cost that remains low, an
     domestic voice assistance services, enhanced reality     abundance of private equity capital doubled by
     and 3D printing.                                         increasing number of family offices active in
                                                              this sector. The more stable political
•    Shareholder activism, looking for board seats or         environment, positive economic prospects in
     management changes, pushing for sales, mergers or        France and Europe should further attract M&A.
     IPOs, as well as divestments or spinoff of activities,   This will be complemented by the continuous
     are challenging the idea that bigger is better. This     transformation of the distribution models and
     trend is expected to fuel increasingly bigger M&A        search for operational economies of scale for all
     operations in the future. Associated to the above        the actors.
     costly transformations are likely generate
     accelerated divestments as portfolios will need to be
     selectively reviewed.

•    Strategic focus on cost-competitiveness should
     remain a driver that can allow more cost
     optimization and brand selectivity.

24                                                                                                              PwC
APPENDICES
           Deals sealed, by sub-sector

PwC   Sources: Zephyr, Capital Finance, Merger Market, PwC analysis   25
Food Products & Distribution

                                                                                                                                        Deal size
                                                                                                                                         (Equity
     Target   Country         Activity            Acquiror       Country     Type                Description Adjusted                              Revenues
                                                                                                                                          Stake
                                                                                                                                                     (€m)
                                                                                                                                       value) (€m)
Food Processing

                        Dairy alternative
                        products
                        manufacturer, Dairy                                          Danone completed its largest deal in a
WHITEWAVE
                        products                                                     decade by acquiring WhiteWhave, a US
FOODS                                                                      Corporate
                  US    manufacturer,       DANONE SA             FR                 maker of upmarket natural and healthy                 11 787
COMPANY,                                                                    (100%)                                                                    2 846
                        Organic packaged                                             foods. It will make Danone the world’s
THE
                        salad manufacturer,                                          biggest producer of organic dairy products
                        Plant-based foods
                        manufacturer

                                                                                     Lactalis completes its acquisition of
                                                                                     Stonyfield from its main competitor Danone.
STONYFIELD          Organic yogurt                                         Corporate
              US/FR                       GROUPE LACTALIS SA      FR                 Struck for 740 €M, this deals makes it                   740      334
FARM INC.           manufacturer                                            (100%)
                                                                                     amongst 2017's largest and brings Lactalis
                                                                                     to the forefront of the food industry.

                                                                                     French canned-vegetable company
                        Salad boxes
READY PAC                                                                            Bonduelle has acquired a privately held
                        manufacturer,                                      Corporate
PRODUCE           US                      BONDUELLE SA            FR                 California producer of fresh prepared salads             379      740
                        Snacks                                              (100%)
INC.                                                                                 Ready Pac, to strengthen its position in the
                        manufacturer
                                                                                     US market

                        France-based
                        natural health
                        ingredients producer                                         German natural ingredients group Doehler
HERB'S
                        and supplier to                                              strengthened its healthy food segment by
INTERNA-                                                                                                                                            >10M€ -
                  FR    nutraceutical,        DOEHLER GROUP SE    DE       Corporate acquiring Herb's International Service, a                 25
TIONAL
Deal size
                                                                                                                                           (Equity
    Target    Country          Activity               Acquiror        Country     Type                Description Adjusted                           Revenues
                                                                                                                                            Stake
                                                                                                                                                       (€m)
                                                                                                                                         value) (€m)
Food Processing
                                                                                          With €200m in yearly revenues, Sodebo's
SOCIETE
                                                                                          competitor Mix Buffet, one of France's main
NOUVELLE
                        Pastry products                                         Corporate pre-packaged salad manufacturers, has
FARANDOLE         FR                           MIX BUFFET SAS          FR                                                                         6         2
                        manufacturer                                             (100%) successfully sealed a deal to acquire this
GOURMANDE
                                                                                          quiches and petits fours producing facility
SASU
                                                                                          from Délifrance

                                               CARAVELLE SA /
                                                                                          The ready-made organic baby food
                                               AQUITAINE CREATION
                        Baby food                                                         specialist Yooji welcomes Danone
YOOJI SAS         FR                           INVESTISSEMENT SAS /    FR          PE                                                             5         0
                        manufacturer                                                      Manifesto Ventures amongst its
                                               AQUI-INVEST SAS /
                                                                                          stakeholders.
                                               CAPAGRO INNOVATION

                        France-based
                        company engaged                                                   Arterris, a French agri-cooperative,
                        in production,                                                    consolidated its positioning in the South of
GROUPE SUD              marketing, and                                          Corporate France by merging with Groupe Sud
                  FR                          ARTERRIS                 FR                                                                         2       84
CEREALES                distribution of                                          (100%) Céréales, a cooperative engaged in
                        agricultural products                                             agricultural products, including food grains
                        including food grains                                             and oil seeds
                        and oil seeds

                                                                                          Entoma, also known as Jimini, successfully
                                                                                          finalized its €1m fundraising campaign,
                                           BPI GROUPE SA / LE
                        Seasoned insect                                                   which should allow it to further expand
ENTOMA SAS        FR                       COMPTOIR DE                 FR          PE                                                             1         0
                        snack manufacturer                                                through R&D and develop its insect-based
                                           L'INNOVATION SASU
                                                                                          product portfolio and accelerate the
                                                                                          acceptance of insects in food

                                                                                          Feed has the objective to become the
                        Vegan meals
FEED SASU         FR                           SENSEII VENTURES SAS    FR          PE     European leader of Smart Food with its                  1         -
                        manufacturer
                                                                                          ultra-healthy meals and raised €1m

WILLIAM
JACKSON                                                                                   Through Florette Holding SAS, Agrial
FOOD GROUP                                                                                further strengthens its footprint on the UK
                        Salad processing       FLORETTE HOLDING                 Corporate                                                             >10M€ -
LTD'S WIGAN       UK                                                   FR                 market by acquiring My Fresh Prepared                   -
                        activities             SAS (AGRIAL)                      (100%)
Deal size
                                                                                                                                             (Equity
     Target   Country          Activity                Acquiror       Country     Type                Description Adjusted                             Revenues
                                                                                                                                              Stake
                                                                                                                                                         (€m)
                                                                                                                                           value) (€m)
Food Processing
                                                                                          Belgian ready meals specialist Ter Beke
                                                                                          acquired the remaining 67% stake in
STEFANO                 Pasta meals                                             Corporate
                  FR                          TER BEKE NV / SA         BE                 Stefano Toselli (pasta ready meals                        -       67
TOSELLI SAS             manufacturer                                             (67%)
                                                                                          specialist) to create operational and
                                                                                          commercial synergies

                                                                                          The French dairy cooperative Maitres
                                                                                Corporate
YEO FRAIS               Dairy products        MAITRES LAITIERS DU                         Laitiers du Cotentin, acquired (private label)
                  FR                                                   FR         coop                                                              -       66
SAS                     manufacturer          COTENTIN SCA                                yoghurts specialist Yeo Frais, adding a new
                                                                                 (100%)
                                                                                          technology to its portfolio

                                                                                          French co-operative Agrial struck a deal to
                                                                                          fully acquire Brient, a high-end meat
                        Ham and sausages                                        Corporate specialist. This should allow Agrial to
BRIENT            FR                          AGRIAL                   FR                                                                           -       65
                        producer                                                 (100%) strengthen its poultry and meat division,
                                                                                          which already accounts for over 6% of total
                                                                                          revenues (approximately €275m)

                                                                                           Lactalis pursues its expansion strategy by
                                                                                Corporate striking a deal with Karoun, a family-owned
KAROUN            US                          LACTALIS                 FR                                                                           -       60
                                                                                (Majority) US dairy-manufacturer (halloumi, labné,
                                                                                           yogurt…)

                                              AZULIS CAPITAL / MARC
                                              LÉVY / FRANÇOIS
                                                                                           Grain d'Or Gel and Lubrano et Fils' merger
GRAIN D OR              France-based          LUBRANO / BNP
                                                                                           gave birth to a €50m-turnover group
GEL SAS /               manufacturer of       PARIBAS
                  FR                                                   FR          PE      Novepan, gathering complementary product                 -       50
LUBRANO ET              frozen industrial     DÉVELOPPEMENT /
                                                                                           offerings and geographic coverage on high-
FILS                    bakery products       ARKÉA CAPITAL / SWEN
                                                                                           end frozen bakery products
                                              CAPITAL PARTNERS /
                                              GROUPE SMA

                                                                                          To extend its range of products and create
VERQUIN                                                                                   synergies, Sucralliance, a French candy
                        Sweets                                                  Corporate
CONFISEUR         FR                          SUCRALLIANCE SAS         FR                 producer, acquired its fast growing                       -       45
                        manufacturer                                             (100%)
SAS                                                                                       competitor Verquin Confiseur (both branded
                                                                                          and private label producer)

                                                                                          Through its holding Saveurs & Délices, the
                                                                                          bakery group Buton confirms its sweet tooth
                        Chocolate                                               Corporate
MONBANA SA        FR                          SAVEURS & DELICES        FR                 by further strengthening its chocolate                    -       44
                        manufacturer                                             (100%)
                                                                                          manufacturing activity through the
                                                                                          acquisition of Monbana.

                                                                                           Céréco, one of France's leaders in organic
                        France-based
SARL                                                                            Corporate cereals sells the majority of it's stakes, to
                  FR    producer of organic   TRIBALLAT NOYAL SAS      FR                                                                           -       40
CERECO                                                                          (Majority) long-term partner Triballat Noyal, who now
                        breakfast cereals
                                                                                           enters the breakfast sub-segment.

                                                                                           French dessert manufacturer Mademoiselle
                        Cake and desserts HOLDING                                          Dessert acquires UK-based Ministry of
MINISTRY OF                                                                     Corporate
                  UK    manufacturer, Cake MADEMOISELLE                FR                  Cake. Through this acquisition, the French               -       34
CAKE LTD                                                                        (Majority)
                        and desserts retailer DESSERTS SAS                                 supplier to Marks & Spencer Food, amongst
                                                                                           others, further expands in Europe.

                                                                                          The French agri industrial company LDC,
COUVOIR                                                                         Corporate specialized in poultry and meat acquired the
                  FR    Agrifood              LDC                      FR                                                                           -       32
PERROT                                                                           (100%) chick-hatching company Couvoir Perrot, in
                                                                                          order to optimize supply

                        France-based                                                      Pork products specialist Popy Group
AMAND-
                        manufacturer of                                         Corporate acquired its Breton competitor specialized in
BIANIC            FR                          POPY GROUP               FR                                                                           -       30
                        pork and fish                                            (100%) andouille and thus completed its distribution
GROUP
                        products                                                          channels

                        Olive spreads
                                              CARVEST CREDIT                               Olives & Co SAS welcomes news investors
                        manufacturer,
OLIVES & CO                                   AGRICOLE REGIONS                             so as to further pursue its organic growth
                  FR    Olives farming                                 FR          PE                                                               -       30
SAS                                           INVESTISSEMENT SAS /                         strategy and gain support in seizing future
                        services, Soup
                                              IDIA-SODICA SAS                              external growth opportunities.
                        manufacturer

                                                                                           Gozoki pursues its growth strategy in the
                        France-based                                                       ready-meals segment by adding yet another
SOCIETE                                                                         Corporate
                  FR    producer of ready     SOCIETE GOZOKI           FR                  new-comer to its portfolio: Société Collet,              -       25
COLLET                                                                          (Majority)
                        meals                                                              whose revenues reached 25€M euros in
                                                                                           2017.

28                                                                                                                                                       PwC
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