EFTA01369694.pdf

The first ever French SPAC listing "V MEDIAWAN Mediawan €250m IPC) yr On 20 April 2016, Deutsche Offer summary Company information Bank acting as Joint Global Price date - 20 April 2016 ✓ Meclawan has been established for the sole purpose of acquiring one Compan - Mechawan S A or several targets in the traditional and chgZal Media content and Coordinator and Joint - Pierre-Antoine Capton, Xavier Niel, Matthieu entertainment industnes in Europe Bookrunner successfully Sponsors Pigasse priced the first ever SPAC Exchan.e - Euronext Paris (Professional segment) ✓ Mediawan Is sponsored by 3 successful. ezperrenced and complementary sponsors wilt an extensive knowledge and network in IPO in France, raising Size - E250m - 25m units at E10 the European Media space €250m for Mediawan Units offered - Each unit consists of I market share and 1 Pierre-Antome Capton Is the founder of 3e Oeil Production, the market warrant largest French independent Media producer The transaction reinforces Warrant strike - E11.5. 2 market warrants for 1 new ordinary Y.a.:(J(. ] N. is the founder and CEO of Iliad Group and the co-owner Deutsche Bank's No 1 SPAC share callable if share price above €18 of the French newspapers Le Monde Group and L'Obs Sponsor at risk - Matthieu Nesse is the Global Head of M&A of Lazard Group and a franchise globally and No 1 investment - C6.0m or 2 4% of the deal size shareholder in a number of media groups in France including Le position in ECM France, Time to corn. ete IBC'tt - 24 months Monde Group and L'Obs alongside Xavier Niel having led 15 of the 16 Sponsor promote - 20% Pierre-Antoine Capton will be the Chairman and sole member of the French IPOs since 2013, of Amount held in secured -100% Management Board while Xavier Niel and Matthieu Pigasse will be de 1 account which 11 as Global Deutsche Bank role - Joint Global Coordinator and Joint Bookrunner members of the Supervisory Board Coordinator(*) (al Initial Business Combination Source Prospectus published 12 April 2016 Source Launch press release. Prospectus. 12 April 2016 to) Transaction highlights Investment highlights Demand breakdown( By type Mediawan is the Fiench SPAC IPO and the largest in Europe Right timigg to invest in ti,ff Media Seder' n Cementite since 2O381+1 MTir.FD fer..';',,ery in the Eurozone driving advertising spendings up funds 11% 1 Priced successfu'it: i• le challenging market conditions (9 deals - has strengthened the emergence of new consumption wkhdrawn or postponed in Europe since January 2onsym behaviours and will drive long-term growth vvithin the Media space Generalists I 1 Book was Cc. - Transition of traditional media to digitization creates 24% SPAC speozzists • Significant ty. during the bookbuildingtbi spporti:itities new .'tier; 65% 1 Strong interest from French and international institutional investors - European media stocks are undervalued vs US players (tx EBITDA) demonstrating the quality and credibility of the Mediawan proposition 1 Expected consolidation and convergence in the Media sector due to the By geography and of its sponsortim need to reach critical scale Row 14% • Unrivalled dislnbtition capabilities with c.75% of demand generated by ✓ The rdependent members of the Supervision; Board will comprise ra nce iii h,?: Ban:e some of the most experienced Media professionals in Europe: 33% The transaction represents the largest IPO in France YTD and Rodolphe Belmer (CEO of Eutelsat, ex-CEO of Canal+). Cecile Cabanis UK 22% 4 , reinforces :rt., Bank's position as the No I SPAC franchise (CFO of Danone), Julien Codomiou (Director of Platform Partnerships globahy, the No 1 ECM boOkrunner in France, having led 15 of the 16 at Facebook Europe). Pierre Lescure (Co-founder of Canal+, Head of Vs French IPOs since 2013 and the leading ECM house in EMEA with a Cannes film festival). Andrea Scrosati (Vice President Programming. Source: NJ Deal.* 31% strong emphasis on Median,' Sky Naha) (DJ Deutsche Bank syndicate. Source' (a)Deabuic. 20 April 2016 20 April 2076 (0) Deutsche Bank syndicate, 20 April 2016 Source: Prospectus published 12 April 2016 Deutsche Bank 8 Corporate Banking & Securities CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0062125 CONFIDENTIAL SDNY_GM_00208309 EFTA01369694