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* In Sales Volume
Lopes Goes Ahead With Expansion Plan By Acquiring 60% of the Largest Real Estate Broker in the Campinas Metropolitan Region*
This presentation does not constitute an offer, or invitation, or solicitation of an offer to subscribe for or purchase any securities neither does this presentation nor anything contained herein form the basis to any contract or commitment whatsoever.
The material that follows contains general business information about Lopes – LPS Brasil Consultoria de Imóveis S.A and its subsidiaries (“Lopes”) related to the acquisition of LPS Campinas – Consultoria de Imóveis Ltda, which incorporated partof the assets of Cappucci & Bauer Consultoria Imobiliária Ltda. (“Cappucci & Bauer”).
It is not intended to be relied upon as advice to potential investors. The information does not purport to be complete and is in summary form. No reliance should be placed on the accuracy, fairness, or completeness of the information presented herein and no representation or warranty, express or implied, is made concerning the accuracy, fairness, or completeness of the information presented herein.
This presentation contains statements that are forward-looking and are only predictions, not guarantees of future performance. Investors are warned that these forward-looking statements are and will be subject to many risks, uncertainties, and factors related to the operations and business environments of Lopes such as competitive pressures, the performance of the Brazilian economy and the industry, changes on market conditions, among other factors disclosed in Lopes filed disclosure documents. Such risks may cause the actual results of the companies to be materially different from any future results expressed or implied in such forward-looking statements.
Lopes believes that based on information currently available to Lopes management, the expectations and assumptions reflected in the forward-looking statements are reasonable. Lastly, Lopes expressly refuses any duty to update any of the forward-looking statements contained herein.
Forward Looking Statements
Agenda
I. Expansion Opportunity
II. Cappucci & Bauer: Leading Real Estate Broker in the Campinas
Metropolitan Region
III. Market – Campinas Metropolitan Region
IV. Acquisition Structure
V. Closing Remarks
Expansion Opportunity
Expansion Opportunity
LOPES acquires 60% of Cappucci & Bauer, the leading real estate broker in the Campinas Metropolitan Region in, in sales volume.
Initial payment of R$9 million to be settled in 6 installments of R$1.5 million.
The acquisition involved an earn out model which included a variable payment whose amount is subject to the Net Income accumulated in the 36 months after the transaction closing date.
Attractive acquisition model in relation to LOPES P/E ratio, estimated between 9.7 and 7.1 times the 2008’s earnings.
Possibility of acquisition of the remaining 40% through call/put options.
This opportunity enables LOPES to begin it’s operations in a consolidated manner in the state whose population is the largest in Brazil, which has the widest industrial park in the country and is responsible for 30% of the Brazilian GDP1.
LOPES consolidates its positioning as the largest real estate brokerage and property launch consultancy in Brazil, operating in 9 states (São Paulo, Rio de Janeiro, Minas Gerais, Rio Grande do Sul, Santa Catarina, Paraná, Bahia, Espírito Santo and Pernambuco). In São Paulo, we reaffirm our leading positioning with the expansion to the Campinas Metropolitan Region, advancing on our geographical expansion strategy started in July 2006.
1 Fonte: IBGE
* In Sales Volume
Cappucci & Bauer : Leading Real Estate Broker in the Campinas Metropolitan Region*
Cappucci & Bauer
Operating in the Campinas real estate market for over 20 years, taking part in all segments of this industry, including consultancy in the prospect of lands for Developments, secondary market sales and real estate launches.
Management members widely recognized and inserted in both the local and state market, with over 20 years of experience.
In 2006, Cappucci & Bauer’s market share in Campinas was 47%1.
Launch pipeline estimated at R$1.7 billion for 2008.
Consolidated operations in the Campinas Metropolitan Region, with growth expectation in the coming years1.
2007E
1 Managerial Information.2 Intermediation GVS estimated by Cappucci & Bauer for 2007 and 2008.
3302
5002
52%
2008E
Contracted Sales
(R$MM)
Developer-clients with national reach and well recognized in the local and national markets.
Cappucci & Bauer
Markets – Campinas Metropolitan Region
Campinas Metropolitan Region’s Real Estate Market
By November 2006, real estate market revenues were 33% higher when compared to 20051
Contracted sales amounted to R$552 million¹ in 2006.
Region responds for 10% of São Paulo’s Gross Domestic Product (GDP)², the biggest and wealthiest Brazilian state, responsible for approximately 30% of the Brazilian GDP³.
1 Source: Secovi2 Source : SEADE – SP³ Source : IBGE
Cappucci & Bauer Headquarter
Acquisition Structure
Multiples
CappucciCappucci & Bauer Valuation& Bauer ValuationEarn out mechanism aligned to the company interests that places the acquisition into an accretive valuation range.
9.7 x P/E 2008
7.1x P/E 2008
Acquisition P/E
Transaction ValuesTransaction ValuesInitial payment of R$9 million to be settled in 6 installments of R$1.5 million each, 3 installments of which paid in successive monthly payments from the transaction closing date and other 3, in successive monthly payments from the 13th month after the closing date.Payment of variable installment subject to earn out mechanism, based on the net income accumulated in the 36 months after the closing date.Estimated value for the transaction on the first scenario at R$22.5 million1
Possibility to acquire the 40% remaining after first 3 years through a “call” (40% x 10x last 12 months Income)/”put” (40% x 3x last 12 months Income) mechanism.In case the “call” or “put” are exercised, Cappucci & Bauer former partners are tied to non-compete agreement for 8 years.
1Considerating the 60% owned, based upon cash flow projections with no guarantee of future performance
Closing Remarks
Closing Remarks
Local expertise
Campinas Metropolitan Region Market
Management and sales force with high relevance in the region
Relationship with the main local players and some of the main nationwide real estate developers
+ =
Consolidated relationship with nationwide real estate developers
Proven product development capacity
Corporate Governance
IT Structure
Nationally relevant player with state-of-the-art practices.
Geographic expansion and consolidation history.
Leading company to serve nationwide real estate developers in South, Southeast and Northeast regions of Brazil
High growth potential due to market fragmentation.
Operation confirms the consolidated position in the Southeast Region.
Uncontestable leading company in Brazil’s largest real estate market
Lopes’ Map – Geographic Expansion
BA
RS
PR
SP RJ
ES
PE
MG
SC
Lopes consolidates it’s national
positioning as the largest player in
the Brazilian real state brokerage
industry and now is operating in 9
Brazilian states with 2,400 brokers
and 240 sales points.