THE COMPANY ( C ) I am 65 years old and founded C 30 years ago together with my family who is 85% shareholder of the group alongside 3 main managers who own the rest. I personally own 48%. I always found key to sustain a good balance between the company and its employees. In the respect C implemented an ESG program 3 years ago putting Equal Treatment, Education and Labor Standards on the fore front. I expect this to go forward. I contemplate to sell my shares in C due to a succession issue inside my family. My two children don't actually want to take the lead. My aim is to maximise value and take some distance from the everyday work. However, I don't feel like getting some rest and feel ready to provide added value further on. I am perfectly aware of the consolidation underway in the industry. As of FY end 2019, C grew up to a 400M sales business with 21 clinics and 5 retirement homes with medical assistance for elderly people, all settled in the west of France. It grew steadily at an annual rate of 5% over the last 10 years - only through organic growth. Its EBITDA (EBIT) margins is 10% (6%) of sales and remained stable at this level during the last 10 years too. 3 years ago C acquired the Belgian group B which operated 5 retirement homes nearby Brussels and Lige but needed to sell it in Q1, 2020 to its managers (doctors, nurses) because this acquisition turned into a failure due to the strong opposition of the doctors and nurses - who actually already bid unsuccessfully for acquiring B through an LBO. This lead to a 20M extraordinary one-time off loss for C which needed a refinancing recently through debt. Furthermore, the Covid crisis gave an impulse in sales but increased the Working Capital from 20 days of sales up to 35 days of sales. This adverse change in WC and the one-time off loss so put our free cash flow under pressure. For the 1rst time in years C will not pay dividends. As such as of FY 2020, our estimated 400M Debt to 330M Equity ratio will worsen to 120%. Our CFO expects 2020 sales to grow 9% vs 2019 but EBITDA margin to go down to 6% of sales. He prepared a Business plan (2021 onwards) which assumes that C will recover its previous EBITDA margin of 10% in 2023 and improve its Debt to Equity ratio to 0,95.

QUESTION

I will play the role of the owner of the

Company who contemplates to sell my group. During the pitch you will play the

role of the advisors who I have selected to provide me with guidance regarding

the following

- future dynamics of my company and its

industry - valuation of my company with reference both to its financial price

and its market value (pls use the 3 methods: DCF, comparable transactions and

comparable / peer group of listed companies)

- which acquirer / investor would you

recommend to contact and why? I'd like you to elaborate for instance on the

rationale of the main acquirers and achievable synergies. This may include both

strategic players and private equity sponsors as well.

- what process would you follow: auction sell,

competitive process focusing on a few selected acquirers, other process (LBO)?

And with which time frame?

- what type of work will you be playing / what

added value are you going to provide to me during the different steps of the

transaction process