presentation of cushman and wakefield takeover by ifil - exor

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Presentation of Cushman and Wakefield takeover by IFIL - EXOR

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Page 1: Presentation of Cushman and Wakefield takeover by IFIL - EXOR
Page 2: Presentation of Cushman and Wakefield takeover by IFIL - EXOR

Press Briefing

December 19, 2006

Page 3: Presentation of Cushman and Wakefield takeover by IFIL - EXOR

Forward Looking Statements

This presentation contains forward-looking statements and projections, including statements and projections regarding the future financial performance and business expectations, beliefs, hopes, intentions and strategies of Cushman & Wakefield and IFIL Group (“IFIL”).  Although Cushman & Wakefield and IFIL believe that such forward-looking statements and projections are based on reasonable assumptions, these statements involve a number of risks and uncertainties.  As a result, actual results may differ materially due to various factors, including the successful completion of the transaction between Cushman & Wakefield and IFIL described herein (the “Transaction”), the ultimate structure of the Transaction, the effect the transfer of ownership of Cushman & Wakefield will have on Cushman & Wakefield’s operations as a result of the Transaction, the receipt of necessary regulatory approvals, Cushman & Wakefield's ability to successfully complete and integrate strategic acquisitions and implement initiatives, the effect of governmental policies and competition in the real estate services industry generally, global and regional economic trends and changes in tax, interest and foreign rates.  Without limiting the generality of the foregoing, the inclusion of forward-looking statements and projections herein should not be regarded as a representation by Cushman & Wakefield or IFIL or any of their respective affiliates of the results that will actually be achieved by Cushman & Wakefield or IFIL.  All forward-looking statements and projections included in this presentation are based upon information available to Cushman & Wakefield and IFIL as of the date hereof, and Cushman & Wakefield and IFIL assume no obligation to update any such forward-looking statements, projections or financial information. This presentation is not an offering document and does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction.

 This document has been prepared solely for use of this presentation. You agree that you will not forward, copy, release, reproduce or make use of the information contained in this presentation for any other purpose.

Page 4: Presentation of Cushman and Wakefield takeover by IFIL - EXOR

1. Introduction

Bruce Mosler: President and CEO, Cushman &

Wakefield

Page 5: Presentation of Cushman and Wakefield takeover by IFIL - EXOR

Agenda

1. Introduction – Bruce Mosler and Jon Green

2. Transaction Overview – John Elkann

3. An Introduction to IFIL – Carlo Sant’Albano

4. Cushman & Wakefield Overview – Bruce

Mosler

5. Questions and Answers

Page 6: Presentation of Cushman and Wakefield takeover by IFIL - EXOR

Cushman & Wakefield Timeline1917 — Founded in NYC1947 — United Nations transaction completed1960 — National (U.S.) branch network established1969 — Project developer for Sears Tower1970 — RCA acquires C&W1976 — RGI acquires RCA interest in C&W1983 — C&W sets $4.7 billion industry sales record 1990 — UK Partnership with Healey & Baker1994 — Partnerships in Europe, Asia, South America1998 — Merger with Healey & Baker2004 — C&W surpasses $1 billion in revenue2005 — 38% of revenues outside U.S.2006 — C&W exceeds $1.4 billion in revenue2006 — IFIL acquires RGI interest in C&W

Page 7: Presentation of Cushman and Wakefield takeover by IFIL - EXOR

2006 Revenue Growth

Targeting 50% revenues ex-US

Americas: 19%

EMEA: 33%

Asia: 48%

*Year-over-year growth based on revenues through November.

Page 8: Presentation of Cushman and Wakefield takeover by IFIL - EXOR

• 11,500 Employees• 197 Offices• 55 Countries

Global Footprint

Page 9: Presentation of Cushman and Wakefield takeover by IFIL - EXOR

Jon Green: President and CEO, Rockefeller Group International

Page 10: Presentation of Cushman and Wakefield takeover by IFIL - EXOR

2. Transaction Overview

John Elkann: Vice Chairman, IFIL

Page 11: Presentation of Cushman and Wakefield takeover by IFIL - EXOR

Transaction Highlights

• IFIL to acquire 67.5% stake in Cushman & Wakefield for $563 million in cash – IFIL will replace Rockefeller Group International, as

controlling shareholder of C&W– Implied enterprise value for Cushman & Wakefield is $975

million– IFIL may acquire up to a further 8.1% from Cushman &

Wakefield management and employees at the close of the transaction

• Day-to-day company operations will continue under the current successful team, headed by CEO Bruce Mosler– The deal gives Cushman & Wakefield the financial

flexibility to pursue its growth plans– Cushman & Wakefield management and employees will

retain a stake of up to 32.5% on completion

• The deal is expected to close at the end of January 2007, subject to regulatory approvals

Page 12: Presentation of Cushman and Wakefield takeover by IFIL - EXOR

The IFIL / Cushman & Wakefield Fit• For IFIL this investment represents:

– The addition to our investment portfolio of a leading global brand in a growing market, led by a strong management team

– An excellent opportunity to diversify our portfolio geographically, in terms of currency and by sector

– A return to the US market

• IFIL offers Cushman & Wakefield:– A partner with a track record of supporting

management in implementing growth strategies– Financial flexibility to maximise future organic and

external growth: the transaction places no debt on Cushman & Wakefield

– IFIL’s financial expertise and accumulated knowledge, experience and intelligence in Europe and Asia

– Continuity, certainty and stability

Page 13: Presentation of Cushman and Wakefield takeover by IFIL - EXOR

3. An Introduction to IFIL

Carlo Sant’Albano: CEO, IFIL

Page 14: Presentation of Cushman and Wakefield takeover by IFIL - EXOR

Overview of IFIL• An Investment Company based in Turin, controlled by the

Agnellis – The Agnelli family controls approximately 68% of IFIL

ordinary capital– In 1899, Giovanni Agnelli I founded the FIAT group – the

starting point of the family’s investments– The grandson of Giovanni Agnelli II, John Elkann, serves as

Vice Chairman of both IFIL and FIAT

• IFIL has significant investment capacity and a strong financial profile – Listed on the Italian Stock Exchange with a market cap of

$8.5 billion (€ 6.5 bn) and a Net Asset Value of $11.7 billion (€ 8.9 bn)

• IFIL operates in two distinct areas:– A diversified portfolio in four industry sectors: Financial

Services, Business Services, Paper and Leisure and Entertainment

– The long-term shareholder of reference in the FIAT Group

Page 15: Presentation of Cushman and Wakefield takeover by IFIL - EXOR

IFIL Structure

30.45 %Ordinary capital30.09%Preferred capital

Turismo&Immobiliare

100% (b)

5.85% (a)

60%

100% 25%

9.6% About 13.2%AGR / COSTR EQUIPMENT

AUTO

TRUCKS / LCV

AUTOMOTIVE COMPONENTS

100% (b)

DIVERSIFIEDPORTFOLIO

DIVERSIFIEDPORTFOLIO

a) Equal 2.44% of Intesa-Sanpaolo ord. capital post merger

b) Through Sequana Capital

Page 16: Presentation of Cushman and Wakefield takeover by IFIL - EXOR

IFIL’s Investment Philosophy

Operate with an entrepreneurial spirit and financial discipline to:

Build a diversified portfolio of investments with value creation potential– Minimum equity commitment at $200 million– Maximum allocation to each investment at 20% diversified

portfolio ~ $800 million– Access investment opportunities in Europe and US– Capitalize on Asian growth potential by investing in India and

Greater China with local partners– Maintain geographic and industry diversification within the

portfolio

Take substantial, long-term stakes in companies meeting certain key criteria– Strong management, high standing and growth potential– Strong profitability and cash flow generation– Market leadership in the sector in which they operate

Page 17: Presentation of Cushman and Wakefield takeover by IFIL - EXOR

4. Cushman & Wakefield Overview

Bruce Mosler

Page 18: Presentation of Cushman and Wakefield takeover by IFIL - EXOR

Corporate Alignment

• Elite brand, management and reputation• Long-term, client focus• Unburdened by debt• Compatible culture• Shared industry vision

Page 19: Presentation of Cushman and Wakefield takeover by IFIL - EXOR

Current Expansion Activity

MoscowBirminghamLyonPusan

RomaniaFinland India (2 additional offices)Mexico (multiple acquisitions)

Page 20: Presentation of Cushman and Wakefield takeover by IFIL - EXOR

Comprehensive Real Estate Services

Page 21: Presentation of Cushman and Wakefield takeover by IFIL - EXOR

Capital Markets

• More than $50 Billion projected in 2006 capital transactions

• Top new talent to grow existing $6 Billion Debt & Equity Finance business

• More than $7.5 Billion in funds under management in EMEA

• $200 Million underway in new Asia Fund

Page 22: Presentation of Cushman and Wakefield takeover by IFIL - EXOR

Strategic Relationships C&W serves 75% of the Fortune

500.

Page 23: Presentation of Cushman and Wakefield takeover by IFIL - EXOR
Page 24: Presentation of Cushman and Wakefield takeover by IFIL - EXOR

5. Questions & Answers