Mitula Group Limited 100% AcquisitionMay 9, 2018
Disclaimer
The opinions and projections, etc. contained herein represent the judgment of LIFULL Co., Ltd. at the time this document was prepared. We provide no guarantees regarding the accuracy of the
information. Please keep in mind that actual performance and results may vary significantly due to fluctuations in various factors.
Copyright(c) LIFULL Co., Ltd. All Rights Reserved.
LIFULL Co., Ltd.
Create a society where everyone can attain
“comfort” and “happiness”
through continuing social innovations
With the aim of providing support so that people’s “LIFE” around the world will be “FULL” of comfort and
happiness, LIFULL aims to become “the best life-event database and solution company in the world.”
We at LIFULL look to all the Regions and Peoples around the world, continuing to provide
optimal solutions and services towards the future, with life-event data and vanguard technology.
1
Mid/Long-Term
Growth Strategy
2
“Becoming the best life-event databaseand solution company in the world.”
Company Slogan
3
DB + Technology
Integrating all data, and creating new value through the use of vanguard technology.
LIFULL DB
New
Home
User ID
Insurance
Hobby
Med
Housing
Interior
Nursing
Care
Gift
Car
Jobs
Fashion
Life-event Data
AI
Deep
Learning
Robotics
Data
Mining
XR
Block
Chain
IoT
Technology
4
Quantitative Objective
J-GAAP IFRS
(億円)
0
10
20
30
40
50
1997 1998 2000 2002 2004 2006 2008 2010 2012 2014 2016 2017/9
*
Sep 2020
Revenue Target(billion yen)
* For the period ended September 2017, the irregular settlement
of accounts for six months from April to September 2017
Sept 2020FY
50+ billion in Revenue
EBITDA appx. 20%
50+ billion JPY
Sep 2017
5
Mid-to-Long Term
Strategy Roadmap
Data-
base
Network
Media
New Domains
LIF
UL
L H
OM
E’S
Co
re S
trate
gy
Global
PlatformExpanding
real-estate
marketsStimulating
real-estate
marketsTransforming
the real-estate
industry
Covering the
information and evaluations(property info, pricing, asset info,
performance evaluation, realtor rating)
Akiya Bank
Vacation rental
database
Covering the
information of
investment properties
Building the global
database
Expanding the network of alliance partners and
local governments
Making online
transaction available
Development of uses
Crowdfunding
Services for realtors
Real estate technology
(ReTech)
Expanding the network of
real-estate companies in
the world
Expanding the share and
brand recognition in the
global marketExpanding the share and brand recognition in the domestic market
Enhancing LIFULL HOME’S
media power
Omni-Channel Strategy
Vacation rental site(launch in 2018)
Monthly rental site
Expanding the affiliated
office (clients) network of
real-estate companies
6
Copyright(c) LIFULL Co., Ltd. All Rights Reserved.
Mitula Group Limited
100% Acquisition
7
Summary of Acquisition
˃ Name : Mitula Group Limited https://www.mitulagroup.com
˃ Listed Exchange : Australian Securities Exchange
˃ Shares Outstanding: 215,406,884 shares
˃ Business : Operation of Aggregator Websites and Portal Sites
˃ Financial Result : Revenue 33.6 million AUD (appx. 2,800 million JPY)
(Fiscal Year 2017) : EBITDA 11.6 million AUD (appx. 900 million JPY)
: Net Income 5.2 million AUD (appx. 400 million JPY)
˃ Deal Type : Scheme of Arrangement (Friendly acquisition requiring cooperation of acquired Company)
˃ Requirements : Majority of Mitula Group Limited shareholders present and voting at Meeting of Company shareholders
: AND 75% Approval of voting shares at the same Meeting of Company shareholders
˃ Acquisition Price : LIFULL ordinary shares and cash consideration
(Exchanged to LIFULL shares at 0.85 AUD per share *1)
(Cash consideration at 0.8 AUD per share; Up to maximum of 20,000 shares per shareholder)
Total Acquisition Price of 185 to 187 million AUD (appx. 15.3 to 15.5 billion JPY *2 *3)
(Range Minimum with 1.1 billion JPY cash component *4, Maximum assumes all share transaction)
˃ Schedule : Acquisition of shares to be completed in September 2018
*1 The actual number of LIFULL ordinary shares offered as consideration of the acquisition will depend on the VWAP of LIFULL
shares traded for a specified period prior to the execution of the scheme of arrangement (Variable Allotment Ratio Method) .
*2 This document is calculated on exchange rate of 82.6 JPY/AUD.
*3 The actual JPY acquisition price will depend on FX rates at the time of transaction.
*4 Calculated by LIFULL based on disclosed Mitula shareholder distribution 8
$3.8m
$5.3m
$10.7m
$20.6m
$28.0m
$33.6m
0
5
10
15
20
25
30
35
40
CY2012 CY2013 CY2014 CY2015 CY2016 CY2017
Revenue (AUD)
Summary of Results
$1.0m
$1.9m
$5.4m
$7.5m
$11.9m$11.6m
0
2
4
6
8
10
12
14
CY2012 CY2013 CY2014 CY2015 CY2016 CY2017
EBITDA (AUD)
9-fold in 5 years 12-fold in 5 year
Revenue and Profits Growing Steadily, Highly Profitable 34.7% EBITDA margin
9
Mitula Group
Operation of Aggregator Websites and Portal Sites Primarily in Real Estate
Mitula Classified
Dot property
Kleding B.V.
Lokku Ltd.
Subsidiary Services
Operation of aggregator websites for real estate,
car, job, and fashion information
Operation of aggregator websites for real estate
Operation of portal sites for real estate
Operation of aggregator websites for fashion
Description
10
CEO
Gonzalo Del Pozo CEO, Board Director, Founder
11
Born in Spain, graduated from Suffolk University
(Boston, MA, USA) in electrical engineering
Co-founder and CEO of real estate portal Globaliza, founded in 1998(sold in 2009)
Co-founder, and CEO/Board Director of Mitula
Classified, from 2009
and CEO of Mitula Group from 2015
Director and major shareholder of Inception
Capital, an investment company specializing in
internet companies
Member of investment committee for Onza
Venture Capital
×
12
Corporate History (includes plans)
Top 3 Real Estate Aggregator Websites to become part of LIFULL Group
Founded 1997
13
Founded 2006
November 2014
Acquired by LIFULL Group
Founded 2009
July 2015
Listed on ASX
Founded 2006 (Lokku Ltd.)
May 2015
Acquired by Mitula Group
September 2016
Acquires DotProperty
Aug-Sept 2018
To be acquired by
LIFULL Group (plan)
Feb 2016
Acquires Nuroa
Information Volume
More than 400 Million Listings Onsite, well on the way towards a Global Database
indeed
20m
6m
Indeed Data :
LIFULL estimate based on disclosed data
Reference:
400+m
14
Number of Site Users (monthly UV)
An Overwhelming Number of Monthly Visits due to Acquisition of Mitula Group Limited Subsidiaries
Aggregator Comparison:
Source) Flatfy, and NEWS NOW: similarweb from March 2018.
indeed: published data on service site.
170m
indeed
200m
Flatfy2m
NEWS NOW
50m
15
Global Footprint
Business combination to benefit both cost reduction and increased competitiveness in countries served
by both companies. Number of countries served will increase to 63.
■Both ■only Trovit ■only Mitula ■No Footprint
16
Base of Operations
Both companies’ primary base of operations are in Spain, making integration possible and resulting
in a stronger company structure.
17
Barcelona
Madrid
Business Strategy
New value created by integrating the massive data of both companies and accelerate profitability through
increased value per traffic.
Volume of Listed
Information
(Monthly UV)
User Behavior
Information
New Product
Development
Expansion into
Related Peripheral
Domains
Data Analysis
DB
Profitability through Increased Investment Efficiency Profitability through New Value Creation
Attribution Management
18
Multi-Dimensional Opportunities for Revenue
Increase potential value per user to capture profit opportunities multi-dimensionally
1 CPC 2 Advertisement
Value PotentialLow High
• E-mail Marketing
• Retargeting
• Banners
• Text Link
• Google AdSense
• Premium Advertisements
• Customer Referral
• Closing
• Secondary Markets
3 Transaction
19
[Reference] LIFULL Group Financial Results (Pro Forma historical results)
Revenues to increase 7.9% by consolidation
(million Yen)
Revenue (simple addition)
0
2,000
4,000
6,000
8,000
10,000
12,000
14,000
16,000
18,000
20,000
2017年7-12月2017年1-6月2016年7-12月2016年1-6月2015年7-12月2015年1-6月
LIFULL Mitula Group
+7.9%(average of semi-annual data)
20
Note: calculated at 82.6 JPY/AUD2015/1-6 2015/7-12 2016/1-6 2016/7-12 2017/1-6 2017/7-12
[Reference] LIFULL Group Cash Flow Generation (Pro Forma historical results)
EBITDA to increase 18.4% by consolidation
More flexibility for Growth investment, while maintaining financial stability
0
500
1,000
1,500
2,000
2,500
3,000
3,500
2017年7-12月2017年1-6月2016年7-12月2016年1-6月2015年7-12月2015年1-6月
LIFULL Mitula Group(million Yen)
EBITDA (simple addition)
21
+18.4%(average of semi-annual data)
Note: calculated at 82.6 JPY/AUD2015/1-6 2015/7-12 2016/1-6 2016/7-12 2017/1-6 2017/7/-12
[Reference] Change in Overseas Revenue ratio
Consolidated Revenue Composition of Overseas Business to Increase by 6.9%
22
2017 (January - December)comparison of aggregated revenue
84.4%
10.5%
5.2%
HOME'S and
Related
Businesses
Overseas
Business
77.8%
17.4%
4.8%
Other
Business
HOME'S and
Related
Businesses
Other
BusinessOverseas
Business
Mitula Group Limited 100% Acquisition: Impact on Current Fiscal Year and Mid-Term Management Plan
Compiling figures for impact on financial results. To be disclosed as soon as figures finalized.
23
May 9
Board
Resolu
tion
June 28
Specia
l Meetin
g o
f Share
hold
ers
Aug - Sep November
FY
Sept
2019e
arn
ings fo
rcast
announcem
ent
Schedule
Share
Acquis
ition
Mitu
laG
roup L
imite
d M
eetin
g o
f
Share
hold
ers
Mid-Term Management Plan(Revenue)
0
100
200
300
400
500
1997 2001 2006 2011 2016 2020
+α50+ billion JPY
(Current Mid-Term Plan)
Mitula Group Limited Acquisition impact
* FY2017/9 was 6 month irregular closing of Apr-Sep 2017
*
Ongoing Growth of Domestic Business
and
the Ability to Build a Global Platform more Quickly
24
Make every LIFE FULL.
25
Contact us
LIFULL Co., Ltd IR Desk
TEL +81-3-6774-1603(Monday to Friday 10:00AM-6:00PM)
FAX +81-3-6774-1737
E-mail [email protected]
Website http://www.LIFULL.com (Japanese)
http://www.LIFULL.com/en (English)
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IR Office Information
Copyright(c) LIFULL Co., Ltd. All Rights Reserved. 26