June 21, 2012
ACQUISITION OF BONITA
0
DISCLAIMER
This document contains forward-looking statements, which are based on the current
estimates and assumptions by the management of TOM TAILOR Holding AG. Forwardlooking statements are characterised by the use of words such as expect, intend, plan,
predict, assume, believe, estimate, anticipate and similar formulations. Such statements
are not to be understood as in any way guaranteeing that those expectations will turn out
to be accurate. Future performance and the results actually achieved by TOM TAILOR
Holding AG and its affiliated companies depend on a number of risks and uncertainties
and may therefore differ materially from the forward-looking statements. Many of these
factors are outside TOM TAILOR Holding AG’s control and cannot be accurately estimated
in advance, such as the future economic environment and the actions of competitors and
others involved in the marketplace. TOM TAILOR Holding AG neither plans nor undertakes
to update any forward-looking statements.
1
AGENDA
Executive Summary
Bonita Facts & Figures
Acquisition Rationale & Combination Benefits
Financial Summary
2
EXECUTIVE SUMMARY
Bonita
overview

A leading women’s apparel fashion retailer specialising on the „best-ager“ consumer

Dynamic market segment with attractive growth dynamics, yet limited competition from apparel specialists

Vertical supplier with 100% retail distribution and over 950 stores in prime locations across stable markets

Highly profitable and cash generative business model underpinned by a best-in-class system

Combination of two established players with complementary strengths and brand/customer positionings
Strategic
rationale
Shareholder
value creation
[¹]

“Product excellence meets retail excellence”

Customer/age target extension into an attractive, under-serviced market segment

Creation of a „heavy weight“ in the European fashion sector with considerable synergies and scale benefits

Compelling deal structure enabling attractive transaction multiple of 3.7x[¹] 2011 adj. EBITDA and 0.58x[¹] 2011
sales

Significant enhancement of financial profile (e.g. margins, cash flows)

Transaction expected to be immediately EPS-accretive

Comfortable leverage maintained; net debt/EBITDA of the combined entity at the end of FY 2012 expected to be
below 2.5x
Value of share component based on TOM TAILOR Xetra closing share price of €11.56 per June 19, 2012
3
TRANSACTION HIGHLIGHTS
 On June 20, 2012, TOM TAILOR entered into a definite agreement to acquire Bonita for a total consideration of
€ 220m[¹], consisting of:
 a cash consideration of € 150m[2]
 a share consideration of 6,028,050 new TOM TAILOR shares
 Versorgungs- und Förderungsstiftung (“VFS”), the 100% shareholder of Bonita, will become a long-term anchor
investor in TOM TAILOR (3-year lock-up period). Following a planned 10% cash capital increase for refinancing
purposes, VFS will be diluted to 24.9% – the long-term ownership level agreed between the parties
 The issue of the 6,028,050 shares and the planned 10% cash capital increase are within the authorised share
capital limit
 A moderate financing structure will be maintained. Net debt/EBITDA of the combined entity at the end of FY 2012
expected to be below 2.5x
 Closing of the transaction expected in early August 2012. Consolidation planned as of August 1, 2012
c. 6.0m new shares
TOM TAILOR
Cash consideration € 150m[2]
VFS
100% of Bonita
[1]
[2]
Value of share component based on TOM TAILOR Xetra closing share price of €11.56 per June 19, 2012
Subject to customary closing account adjustments
4
AGENDA
Executive Summary
Bonita Facts & Figures
Acquisition Rationale & Combination Benefits
Financial Summary
5
BONITA AT A GLANCE
1
Leading fashion retailer in the European “best-ager” segment

One of the few specialist apparel retailers in the dynamic “best-ager” segment

Primary focus on women in the 40+ age group

Customer recognition for Bonita’s strong product assortment, service levels
and store atmosphere
Highly profitable and cashgenerative business model
Sales ‘11A: € 379m
2
Broad distribution network of over 950 retail stores across key European markets

Mono-label, 100% retail distribution

Leading presence in high-street locations and shopping centres
in German-speaking regions

Established track record for profitable store roll-out
3
Adj. EBITDA ‘11A: € 59m
margin: 15.7%
Adj. EBITA ‘11A: € 36m
margin: 9.5%
Vertically integrated retailer with full control over entire value chain

Fashion follower with 12 collections and 48 releases per year

Highly systematic business model with rigorous focus on standardised store format

State-of-the-art SAP-based ERP and logistics system with excess capacity
Cash generation ‘11A: € 50m[¹]
% adj. EBITDA: 84.3%
Note: Unaudited Bonita financials prepared in accordance with IFRS, recalendarised to Dec Y/E
[¹] Cash flow from operating activities
6
IMPRESSIONS
7
IMPRESSIONS
8
1
A LEADING SPECIALIST APPAREL RETAILER
IN THE UPPER-MID PRICE SEGMENT...
Segmentation of the German apparel market
c. 4% of
sales
STRENESSE
BOGNER
HUGO BOSS
RALPH LAUREN
NAPAPIJRI
TOMMY HILFIGER
GAASTRA
MARC O’POLO
STEFANEL
CAMP DAVID
GERRY WEBER
ARQUEONAUTAS
 Fashion trend follower
 Targeting women and men
MEXX ESPRIT
S. OLIVER
STREET ONE
Mid price
segment
 Upper-mid price segment
CLOSED DIESEL
REPLAY
G-STAR
PEPE
MANGO
BESTSELLER ZARA
GROUP
CECIL
 12 collections and 48
releases per year
high
PRADA
PARAJUMPERS
Luxury
segment
Premium
segment
aged 40 years +
ESCADA
JIL SANDER
Price segment
c. 96% of
sales
H&M
Low cost
segment
NEW YORKER
PIMKIE ORSAY
TAKKO
C&A
KIK
low
Fashion orientation
low
high
Source: Management view
9
1
... APPRECIATED BY CUSTOMERS FOR ITS PRODUCT
OFFERING, STORE ATMOSPHERE AND SERVICE LEVEL...
Product and assortment
Service quality
Top-5
Store atmosphere
Top-5
Gerry
Weber
467
459
Top-5
.
198
Gerry
Weber
194
.
8,6
Gerry
Weber
8,5
Wöhrl
455
Ulla Popken
P&C
454
Jeans Fritz
188
Esprit
8,2
Esprit
452
SinnLeffers
186
Zero
8,2
Average
419
Average
191
170
Wöhrl
Target value
8,3
7,3
Source: Top-Shops 2011 (Textilwirtschaft)
Note: Based on survey of c. 3,000 customers
10
... WELL POSITIONED TO GAIN SHARE IN THE
GROWING, YET LESS COMPETITIVE “BEST-AGER” MARKET
“Less competitive” target market segment
Growing customer base
EU 27
Gerry Weber
2010
Basler
2030

Germany
2010
2030
Female population (m)
256
266
42

Perceived brand strength in sizes 42–48
1
39
Thereof >50 years (m)
100  122
18

20
Less competition in
Bonita segment
Gelco
Olsen
Bianca
Lerros
Source: Eurostat
Betty Barclay
Cecil
 Target customers aged 40+ with comparably
Strong
competition
Esprit Casual
Mexx
high expenditure for clothing
Taifun
 “Best-ager” with increasing share in
s. Oliver Casual
TommyHilfiger
Street One
MarcO‘ Polo
Perceived brand strength in sizes 36–42
population
 Few specialist apparel retail chains servicing
the “best-ager” segment
 Bonita well positioned to gain market share
Source: DOB Coordinates 2012 (TextilWirtschaft); management view for Bonita as not part of wholesale survey
Note: Survey based on wholesale partners’ view with respect to brands’ strength in respective sizes
11
2
A UNIQUE, EXCLUSIVELY OWN-OPERATED
RETAIL NETWORK ACROSS KEY EUROPEAN MARKETS...
European footprint (number of stores)
German footprint
Sales 11/12 by country[¹]
Switzerland
Benelux 7%
8%
Germany
72%
Austria
13%
Netherlands
107
Belgium
7
Switzerland
41
Poland
2
Germany
683
Austria
115
 955 mono-label stores as of March 31, 2012,
including 50 Bonita men stores
 Located in high-street locations and shopping centres
with a focus on cities with >50,000 inhabitants
[¹]
As of Bonita FY11/12 (February year-end; German GAAP)
12
2
... UNDERPINNED BY A PROVEN AND SCALABLE
STORE CONCEPT
 Standardised store concept
 Average store size of c. 85 sqm
 Centrally-controlled store merchandising
 Clear and open layout with focus on
presentation of merchandising
 Focus on service quality
 Consistent in-store experience
13
3
A VERTICALLY-INTEGRATED SYSTEM RETAILER
Collection
concept
 A collection concept
based on complete
outfits
 4 core colour
schemes which can
be flexibly combined
 12 collections and 48
releases per year
In-house
Sourcing
 Currently c. 1/3 from
Far East, Turkey and
Europe, each, mainly
through importers
 Average order lot of
c. 6,000 pieces
 No dependency on
any single supplier
Production
 Handled by external
suppliers
 Collections created,
produced and
distributed exclusively
under the Bonita label
Logistics
 A best-in-class,
centrally-controlled
stock exchange
system
 Stock can be brought
back to the
warehouse daily or
shipped between
stores as required
Distribution
 Exclusively through
own-operated stores
 Centralised control of
store concept, layout
and merchandising
 Store design strictly
tailored to Bonita’s
4 core colour
schemes
Outsourced
14
AGENDA
Executive Summary
Bonita Facts & Figures
Acquisition Rationale & Combination Benefits
Financial Summary
15
STRONG OPERATING ADVANTAGES FROM THE
COMBINATION...
How Bonita benefits from TOM TAILOR
 Proven design and product expertise
How TOM TAILOR benefits from Bonita
 Outstanding retail capabilities based on high degree of
 Well-established sourcing organisation in Asia incl. an
standardisation
 Expansion know-how
own sourcing office in Hong Kong
 International wholesale experience (SIS, Franchise)
 Fully automated retail logistics centre with significant
capacity reserves
 Men’s wear competence
 SAP-based IT infrastructure
 Marketing know-how
 Experience in online business and outlet operations
 Strong cash flow generation
What can be achieved together
 Creation of a „Heavy Weight” within the European fashion sector
 Significant synergies; economies of scale in particular in sourcing




and logistics
Excellent market position with two strong complementary brands
Well-balanced men / women product portfolio
Extension of customer base / age coverage
Coordinated retail expansion, joint leasing of store space
“Product excellence meets retail excellence”
16
...WITH CONSIDERABLE SYNERGIES ACROSS THE
VALUE CHAIN
Collection
planning
Sourcing
Logistics
Distribution

Transfer of TOM TAILOR’s collection planning competence to Bonita

Lead time reduction at Bonita

Improve Bonita’s collection planning and design capabilities

Effective bundling of volume through same suppliers

Increasing share of direct sourcing without intermediaries

Joint using of TOM TAILOR sourcing office in Asia

Utilise Bonita’s distribution centre excess capacity

Increase share of store-ready picking

Integration of TOM TAILOR retail business into Bonita warehouse

Leverage of Bonita’s unique and proven retail capabilities

Scale benefits in store roll-out (e.g. leases, furniture/fittings)
 Synergies net of
integration costs
expected to break
even in FY 2014
 Expected run-rate
synergies of € 10m
p.a. on EBITDA
level from FY 2015
17
WE WILL HAVE A LEADING POSITION AMONG THE LARGEST
GERMAN APPAREL COMPANIES…
The leading German apparel companies by sales (€ m)
Adidas
5.380
Esprit
3.018
Hugo Boss
1.729
s. Oliver
1.070
Puma
941
Steilmann
840
New
TOM TAILOR Ocean
Pro Forma
725
CBR
710
Gerry Weber
622
Holy
Bonita
Isla
Ocean
TOM TAILOR
Marc O'Polo
Escada
400
378
348
315
280
Source: TextilWirtschaft June 2011; Bonita and TOM TAILOR sales refer to 2010 actuals
Note: unaudited Bonita financials prepared in accordance with IFRS, recalendarised to Dec Y/E
18
…EXTENDING OUR CUSTOMER TARGET REACH...
Customer segmentation by age
TOM TAILOR Denim[1]
TOM TAILOR Casual[2]
>45 years
1%
57%
Bonita
>45 years
5%
>45 years
83%
37%
30%
<45 years
99%
21%
11%
9%
13-17
[1]
18-24
29%
26%
25-34
Based on TOM TAILOR Denim
3%
1%
<1%
35-44
45-54
55+
[2]
13-17
18-24
25-34
35-44
<45 years
95%
<45 years
17%
3%
1%
1%
45-54
55+
< 25
32%
22%
13%
3%
26-35
36-45
46-55
56-65
> 65
Based on TOM TAILOR Casual
19
…AND ESTABLISHING AN EXTENSIVE RETAIL/FRANCHISE
PRESENCE IN KEY EUROPEAN MARKETS
Benelux[¹]
Retail
Franchise
Total
TT Bonita
10
114
7
–
17
114
Germany
Total
124
7
131
Retail
Franchise
Total
France
Retail
Franchise
Total
TT Bonita
8
–
2
–
10
–
TT Bonita
10
41
10
–
20
41
Total
8
2
10
Retail
Franchise
Total
TT
45
21
66
Bonita
115
–
115
TOM TAILOR presence
Joint presence
TT Bonita
6
2
2
–
8
2
Total
8
2
10
Southeastern Europe[²]
Total
51
10
61
Retail
Franchise
Total
Austria
Retail
Franchise
Total
Total
789
46
835
Poland
Switzerland
Retail
Franchise
Total
TT Bonita
106
683
46
–
152
683
TT Bonita
53
–
2
–
55
–
Total
53
2
55
Other
Total
160
21
181
FY 11 sales split
Retail
38%
Pro Forma FY 11 sales split
Wholesale
32%
Retail
Franchise
Total
TOM TAILOR
Standalone
TOM TAILOR
Pro Forma
Total
20
67
87
Total[3]
Retail
68%
Wholesale
62%
TT Bonita
20
–
67
–
87
–
Retail
Franchise
Total
TT Bonita
258
955
157
–
415
955
Total
1,213
157
1,370
TT = TOM TAILOR
Note: store numbers per March 31, 2012; unaudited Bonita financials prepared in accordance with IFRS, recalendarised to Dec Y/E
[¹] Benelux comprises Belgium and the Netherlands only
[2] Southeastern Europe comprises Bosnia, Bulgaria, Croatia, Serbia and Slovenia
[3] Excluding e-commerce
20
AGENDA
Executive Summary
Bonita Facts & Figures
Acquisition Rationale & Combination Benefits
Financial Summary
21
FINANCIALLY ATTRACTIVE DEAL STRUCTURE
Attractive deal structure

Moderate leverage
Total purchase price of € 220m[¹]


Implied acquisition multiple of 3.7x adj. EBITDA 2011

Implied acquisition multiple of 0.58x sales 2011

The transaction is expected to be immediately EPS accretive

VFS is fully committed to the deal and thus significantly reinvests into the combined entity

Becomes anchor investor with a 26.7% temporary
shareholding until the planned 10% cash capital increase
Planned cash capital increase will dilute VFS to the
agreed 24.9% long-term shareholding

Long-term strategic investment with a lock-up period of
3 years
Conservative financing structure of TOM TAILOR maintained
 Facility A1: 6 (+6) month € 20m term loan
 Facility A2: 12 (+6+6) month € 80m term loan
 Facility B: 3 (+1+1) year € 100m term loan
 Revolving facility: 3 (+1+1) year € 125m
 Guarantee facility: 3 (+1+1) year € 125m
 Net debt/EBITDA of the combined entity at the end of FY 2012
expected to be below 2.5x

Issuance of 6,028,050 new shares to VFS within the
authorised share capital limit

Additional cash capital increase planned of up to 1.65m
shares to repay Facility A1 (within the authorised share capital
limit), subject to favourable capital markets environment
c. 6.0m new shares
TOM TAILOR
Cash consideration € 150m[2]
VFS
100% of Bonita
[1]
[2]
Value of share component based on TOM TAILOR Xetra closing share price of €11.56 per June 19, 2012
Subject to customary closing account adjustments
22
CONSIDERABLE EARNINGS ACCRETION AND
STRENGTHENING OF FINANCIAL PROFILE
Pro forma financials 2011 (€ m)[1]
Sales
Adjusted EBITDA
% margin
Adjusted EBITA
% margin
Cash flow from op. act.
% adj. EBITDA
Adjusted net result
Adjusted EPS (€ per share)
Updated financial outlook 2012
TOM TAILOR
Bonita
TOM TAILOR PF[3]
412
379
790
48
59
108
11.7%
15.7%
13.6%
28
36
64
6.8%
9.5%
8.1%
20
50
71
42.5%
84.3%
65.6%
€ 625 – 635m
Sales:
Adj. EBITDA:
€ 70 – 75m
Adj. EBITA:
€ 40 – 45m
Note: Assuming consolidation from August 1, 2012
Shares outstanding (m)
Current shares outstanding
16.53
New shares from contribution
in kind
6.03
15

New shares from planned
cash capital increase
1.65
0.91[2]

Total pro forma shares
outstanding
24.21
Note: Unaudited Bonita financials prepared in accordance with IFRS, recalendarised to Dec Y/E; [¹] Before synergies and integration costs; [2] Based on current shares outstanding of c. 16.5m; [3] Pro forma
23
CLOSING OF TRANSACTION IS EXPECTED FOR EARLY
AUGUST
June 20
Deal signing and announcement
June 22–28
Deal roadshow
End of July
Regulatory approval
Early August
Registration of new shares from the capital increase against contribution in kind
Early August
Deal closing
24