Form 8-K DD3 Acquisition Corp. For: Aug 05
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 5, 2019
DD3 Acquisition
Corp.
(Exact name of registrant as specified in its charter)
| British Virgin Islands (State or other jurisdiction of incorporation) |
001-38700 (Commission File Number) |
N/A (I.R.S. Employer Identification No.) |
|
c/o DD3 Mex Acquisition Corp Pedregal 24, 4th Floor Colonia Molino del Rey, Del. Miguel Hidalgo Mexico City, Mexico (Address of principal executive offices) |
11040 (Zip Code) |
+52 (55) 8647-0417
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| x | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Units, each consisting of one Ordinary Share and one Warrant | DDMXU | The Nasdaq Stock Market LLC | ||
| Ordinary Shares, no par value per share | DDMX | The Nasdaq Stock Market LLC | ||
| Warrants, each warrant exercisable for one Ordinary Share at an exercise price of $11.50 | DDMXW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 7.01. Regulation FD Disclosure
On August 5, 2019, DD3 Acquisition Corp., a British Virgin Islands company (“DD3”) issued a press release announcing the execution of a Combination and Stock Purchase Agreement (the “Agreement”) among DD3, Campalier, S.A. de C.V., a Mexican sociedad anónima de capital variable, Promotora Forteza, S.A. de C.V., a Mexican sociedad anónima de capital variable, Strevo, S.A. de C.V., a Mexican sociedad anónima de capital variable, Betterware de México, S.A. de C.V., a Mexican sociedad anónima de capital variable (“Betterware”), BLSM Latino América Servicios, S.A. de C.V., a Mexican sociedad anónima de capital variable (“BLSM”), and, solely for the purposes set forth in Article XI of the Agreement, DD3 Mex Acquisition Corp, S.A. de C.V., a Mexican sociedad anónima de capital variable, pursuant to which DD3 agreed to merge with and into Betterware in a transaction (the “Transaction”) that will result in Betterware surviving the merger and BLSM becoming a wholly-owned subsidiary of Betterware, and announcing that DD3 will make a presentation regarding the Transaction on August 6, 2019 at 11:00 a.m., Eastern Time (the “Conference Call”). A copy of the press release, which includes information regarding participation in the Conference Call, is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Attached as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference is the form of presentation to be used by DD3 in presentations for certain of DD3’s shareholders and other persons. Such exhibit and the information set forth therein shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Additional Information
In connection with the proposed Transaction, a registration statement on Form F-4 will be filed with the U.S. Securities and Exchange Commission (the “SEC”) that will include a preliminary proxy statement of DD3 that also will constitute a prospectus of Betterware. DD3 will mail a definitive proxy statement and other relevant documents to the shareholders of DD3. Shareholders of DD3 and other interested persons are advised to read, when available, the preliminary proxy statement, and amendments thereto, and definitive proxy statement in connection with DD3’s solicitation of proxies for the special meeting to be held to approve the Transaction because these proxy statements will contain important information about DD3, Betterware and the Transaction. The definitive proxy statement will be mailed to shareholders of DD3 as of a record date to be established for voting on the Transaction. Shareholders will also be able to obtain copies of the proxy statement, without charge, once available, at the SEC’s Internet site at http://www.sec.gov or by directing a request to: DD3 Acquisition Corp., c/o DD3 Mex Acquisition Corp, Pedregal 24, 4th Floor, Colonia Molino del Rey, Del. Miguel Hidalgo, 11040 Mexico City, Mexico, or by calling +52 (55) 8647-0417.
Participants in the Solicitation
DD3, Betterware and their respective directors and executive officers may be considered participants in the solicitation of proxies with respect to the proposed Transaction under the rules of the SEC. Information about the directors and executive officers of DD3 is set forth in the final prospectus for DD3’s initial public offering, which was filed with the SEC on October 12, 2018.
Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the shareholders in connection with the proposed Transaction will be set forth in the proxy statement when it is filed with the SEC. These documents can be obtained free of charge from the sources indicated above.
Non-Solicitation
This communication is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of DD3 or Betterware, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a definitive document.
Forward-looking Statements
This communication includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding projections, estimates and forecasts of revenue and other financial and performance metrics and projections of market opportunity and expectations, and the closing of the proposed Transaction. These statements are based on various assumptions and on the current expectations of DD3 and Betterware management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of DD3 and Betterware. These forward-looking statements are subject to a number of risks and uncertainties, including changes in Betterware’s clients’ preferences, prospects and the competitive conditions prevailing in the industries in which Betterware operates; the inability of the parties to successfully or timely consummate the proposed Transaction, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the proposed Transaction or that the approval of the shareholders of DD3 for the proposed Transaction is not obtained; failure to realize the anticipated benefits of the proposed Transaction, including as a result of a delay in consummating the proposed Transaction or a delay or difficulty in integrating the businesses of DD3 and Betterware; the amount of redemption requests made by DD3’s shareholders; the ability to meet Nasdaq’s listing standards following the consummation of the proposed Transaction; those factors discussed in DD3’s final prospectus for its initial public offering filed with the SEC on October 12, 2018 under the heading “Risk Factors,” and other documents of DD3 filed, or to be filed, with the SEC. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither DD3 nor Betterware presently know or that DD3 and Betterware currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect DD3’s and Betterware’s expectations, plans or forecasts of future events and views as of the date of this Current Report on Form 8-K. DD3 and Betterware anticipate that subsequent events and developments will cause DD3’s and Betterware’s assessments to change. However, while DD3 and Betterware may elect to update these forward-looking statements at some point in the future, DD3 and Betterware specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing DD3’s and Betterware’s assessments as of any date subsequent to the date of this Current Report on Form 8-K. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Item 8.01. Other Events.
See Item 7.01.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Exhibit | |
| 99.1 | Press Release, dated August 5, 2019 | |
| 99.2 | Form of Investor Presentation |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DD3 Acquisition Corp. | |||
| By: | /s/ Martin Werner | ||
| Name: Martin Werner | |||
| Title: Chief Executive Officer | |||
Date: August 5, 2019
Exhibit 99.1
| PRESS RELEASE |
|
DD3 Acquisition Corp. announces it has entered into a definitive agreement to merge with Betterware
| · | Betterware is a fast growing direct-to-consumer company selling innovative household goods, with a unique product portfolio focused on providing everyday solutions for modern spaces |
| · | Streamlined sales force comprised of +400k distributors and associates serving three million households every six weeks in 800 communities across Mexico |
| · | Unique logistics platform results in a zero last mile distribution cost |
| · | Consistent market expansion has been supported by its cutting-edge internal business intelligence and data analytics unit |
| · | Outstanding financial performance, with 2015-2018 CAGR in Net Company Sales and EBITDA of 37% and 41%, respectively |
New York – August 5, 2019 – DD3 Acquisition Corp. (“DD3”) (Nasdaq: DDMX), a publicly-traded special purpose acquisition company and Betterware de Mexico (“Betterware”), a leading direct-to-consumer selling company in Mexico (focused on the home solutions and organization segment), announced today they have entered into a definitive agreement to merge. The combined company will operate as “Betterware” and is expected to remain publicly listed on Nasdaq. The transaction implies an initial enterprise value of approximately US$367 million representing a multiple of 8.6x Betterware’s estimated 2019 EBITDA.
Betterware Overview
Founded in 1995, Betterware is a leading direct-to-consumer company in Mexico. Betterware is focused on the home organization segment, with a wide product portfolio for daily solutions including home organization, kitchen preparation, food containers, smart furniture, technology and mobility, as well as other minor categories.
Supported by its unique business intelligence and data analytics unit, Betterware has been able to achieve sustainable double-digit growth rates by successfully expanding its market penetration through a dynamic and motivated sales force comprised of more than 400,000 distributors and associates. In addition, both the business intelligence and data analytics unit provide daily monitoring of key metrics and product intelligence.
Due to its meticulous logistics planning through the supply chain, Betterware has achieved a 98.5% rate of just-in-time deliveries anywhere in the country, within 24 to 48 hours and with zero last mile cost. Betterware’s asset light model also has enabled the company to grow at a double-digit rate with very limited capex and high cash conversion rates.
“We are very excited about becoming a public company to support our continued expansion and boost our growth opportunities. This transaction represents the next chapter of our journey to become the leading consumer company in Mexico and Latin America focused on the home solution and organizational segment” stated Luis Campos, Chairman of Betterware.
“When we launched DD3, we told investors that we would look for high cash conversion companies with an asset light business model and high growth performance. We found the perfect fit with Betterware, a leading consumer sector company with a proven track record and tremendous growth opportunities. I look forward to working with Luis and his dynamic team to help them thrive as a public company while they continue implementing fast growing initiatives” stated Martín Werner, CEO of DD3.
| 1 |
| PRESS RELEASE |
|
Summary of the Transaction
Current Betterware shareholders will roll over most of their equity stakes and will remain majority owners of the combined company, with an anticipated ~80% stake at closing, while the remaining ownership will be held by public investors and DD3.
Luis Campos, Chairman of Betterware, and Andres Campos, CEO of Betterware, will continue to run the combined company. Martin Werner, CEO & Chairman of DD3, and Guillermo Ortiz, board member of DD3, are expected to join the combined company’s board of directors, bringing their valuable know-how and wide network in the finance industry.
The transaction is expected to be completed during the fourth quarter of 2019, subject to approval from DD3’s shareholders and other customary closing conditions.
Proceeds from the transaction will be used by the combined company to support and enhance future growth and maintain financial flexibility, among other uses considered by current shareholders of Betterware.
The description of the transaction contained herein is only a summary and is qualified in its entirety by reference to the definitive agreements relating to the transaction, copies of which will be filed by DD3 with the United States Securities and Exchange Commission (“SEC”) as exhibits to a current report on Form 8-K.
Management Presentation Information
The management teams of DD3 and Betterware will hold a conference call and make a presentation regarding the transaction on August 6, 2019 at 11:00 AM ET. In connection with this event, DD3 will file an investor presentation with the SEC which can be viewed at www.sec.gov or downloadable one hour prior to the conference call from DD3’s website at: http://ir.dd3.mx
For those wishing to participate, please dial +1 334-323-7224 and use the passcode “BETTER”. To follow the investor presentation, go to: https://www.conferenceamerica.com/webecho/GuestLogin.aspx?ConfRef=79265289&Pin=3933 This platform will be open during the live conference call. Recordings will also be available to play/download at DD3’s website 1 hr. after the call for a 1-week period, and as per request.
Important Information for DD3 Investors and Shareholders
A full description of the transaction terms will be provided in a registration statement on Form F-4 that will include a proxy statement for the shareholders of DD3, which will constitute a prospectus of Betterware in respect of the combined company securities to be issued in the transaction (the “Proxy Statement”), to be filed with the SEC. DD3 urges investors, shareholders and other interested persons to read, when available, the preliminary Proxy Statement as well as other documents filed with the SEC because these documents will contain important information about DD3, Betterware and the transaction. The definitive Proxy Statement will be mailed to shareholders of DD3 as of a record date to be established for voting on the proposed transaction. Shareholders will also be able to obtain a copy of the Proxy Statement, without charge, by directing a request to: DD3 Acquisition Corp., c/o DD3 Mex Acquisition Corp., Pedregal 24, 4th Floor, Colonia Molino del Rey, Del. Miguel Hidalgo, 11040 Mexico City, Mexico. The preliminary and definitive Proxy Statement, once available, can also be obtained, without charge, at the SEC’s website (www.sec.gov).
| 2 |
| PRESS RELEASE |
|
Forward Looking Statements
This press release includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding projections, estimates and forecasts of revenue and other financial and performance metrics and projections of market opportunity and expectations, and the closing of the proposed transaction. These statements are based on various assumptions and on the current expectations of DD3 and Betterware management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of DD3 and Betterware. These forward-looking statements are subject to a number of risks and uncertainties, including changes in Betterware’s clients’ preferences, prospects and the competitive conditions prevailing in the industries in which Betterware operates; the inability of the parties to successfully or timely consummate the proposed transaction, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the proposed transaction or that the approval of the shareholders of DD3 for the proposed transaction is not obtained; failure to realize the anticipated benefits of the proposed transaction, including as a result of a delay in consummating the proposed transaction or a delay or difficulty in integrating the businesses of DD3 and Betterware; the amount of redemption requests made by DD3’s shareholders; the ability to meet Nasdaq’s listing standards following the consummation of the proposed transaction; those factors discussed in DD3’s final prospectus for its initial public offering filed with the SEC on October 12, 2018 under the heading “Risk Factors,” and other documents of DD3 filed, or to be filed, with the SEC. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither DD3 nor Betterware presently know or that DD3 and Betterware currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect DD3’s and Betterware’s expectations, plans or forecasts of future events and views as of the date of this press release. DD3 and Betterware anticipate that subsequent events and developments will cause DD3’s and Betterware’s assessments to change. However, while DD3 and Betterware may elect to update these forward-looking statements at some point in the future, DD3 and Betterware specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing DD3’s and Betterware’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Participants in the Solicitation
DD3, Betterware and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies with respect to the proposed transaction described in this press release under the rules of the SEC. Information about the directors and executive officers of DD3 is set forth in the final prospectus for its initial public offering filed with the SEC on October 12, 2018. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the shareholders in connection with the proposed transaction will be set forth in the Proxy Statement when it is filed with the SEC. These documents can be obtained free of charge from the sources indicated above.
Non-Solicitation
This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of DD3 or Betterware, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a definitive document.
Contact
For further inquiries, please reach: [email protected]
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Exhibit 99.2
Investor Presentation August 2019 ACQUISITION CORP. Strictly Confidential
2 ACQUISITION CORP. 2 Disclaimer Disclaimers and Other Important Information This presentation (this “Presentation”) is for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination between Betterware de Mexico, S.A. DE C.V. (“ Betterware ” or the “Company”) and DD3 Acquisition Corp. (“DD3”) and related transactions (the “Potential Business Combination”) and for no other purpose. The infor mat ion contained in this Presentation does not purport to be all inclusive. The data contained herein is derived from various in ter nal and external sources. The information contained in this Presentation is not, and should not be assumed to be, complete and does not present all the information tha t i nvestors may require or desire in considering the Potential Business Combination. It is not intended to form the basis of any in vestment decision or any other decision in respect of the Potential Business Combination. Neither Betterware nor DD3 (as well as their respective directors, officers and shareholders) makes, and each of hereby expressly disclaims, any r epresentations or warranties, express or implied, as to the reasonableness of the assumptions made in this Presentation or the accuracy or completeness of any projections or modeling or any other information contained in this Presen tat ion. Neither Betterware nor DD3 shall have any liability for any representations, express or implied, contained in, or omissions from, this Presentat io n or any other written or oral communication communicated to the recipient in the course of the recipient’s evaluation of Betterware or DD3. Nothing contained within this Presentation is or should be relied upon as a promise or representation as to the futur e. Neither DD3 nor Betterware assume any obligation to provide the recipient with access to any additional information or to update the information in this Presentation. Investors should n ot construe the contents of this Presentation, or any prior or subsequent communications from or with DD3 or its representatives as investment, legal or tax advice. No securities commission or securities regulatory authority or other authority in the United States or any other jurisdiction ha s in any way passed upon the merits of the Potential Business Combination or the accuracy or adequacy of this Presentation. Forward Looking Statements This Presentation contains forward - looking statements within the meaning of Section 27A of the Securities Act of 1933, as amende d, and Section 21E of the Securities Exchange Act of 1934, as amended, conveying the expectations of management of the Compan y a nd/or DD3 as to the future based on plans, estimates and projections at the time the Company and/or DD3 makes the statements. Forward - looking statements involve inh erent risks and uncertainties and the Company and DD3 caution you that a number of important factors could cause actual resul ts to differ materially from those contained in any such forward - looking statement. The forward - looking statements contained in this Presentation include, but are not limited to, statements related to anticipated growth in the Company’s industry, the Company’s strategy and ability to gro w, the Company’s anticipated future financial performance, the anticipated timing of the Potential Business Combination, the completion of the Potential Business Combinati on on the terms proposed, the financing of the Potential Business Combination on terms currently anticipated, and the potential imp act the Potential Business Combination will have on the Company and DD3. Such statements generally include words such as “believes,” “plans,” “intends,” “targets,” “wi ll,” “expects,” “suggests,” “anticipates,” “outlook,” “continues” or similar expressions. The forward - looking statements contain ed in this presentation are based on the Company’s and/or DD3’s management’s current expectations and projections about future events and trends that it believes may aff ect Betterware’s or the combined company’s financial condition, results of operations, strategy, short - term and long - term business operations an d objectives and financial needs. You should not place undue reliance upon these forward - looking statements as predictions of future events. Alth ough the Company and DD3 believe that the expectations reflected in the forward - looking statements are reasonable, no guarantee can be made as to future results, level of activity, performance or achievements. Factors that could cause actual results to differ materially from those expressed o r i mplied in such “forward - looking statements,” include, but are not limited to, the level of redemptions in connection with the Po tential Business Combination; receipt of regulatory approvals without unexpected delays or conditions; changes in estimates of future financial performance; changes i n e xpectations as to the closing of the Potential Business Combination; retention of customers and suppliers in connection with the Potential Business Combination or other acquisitions; the cost of capital necessary to finance the Potential Business Combination and any future acquisitions; the ab ili ty of DD3 or the combined company to issue equity - linked securities in connection with the Potential Business Combination or in the future, including, without limitation, pursuant to a private investment in public equity, or PIPE, or other offering of equity securities, which could dilute the in ter ests of DD3’s shareholders; those factors discussed in DD3’s final prospectus, dated October 11, 2018, that DD3 filed with th e U .S. Securities and Exchange Commission (“SEC”) in connection with its initial public offering (the “IPO Prospectus”) under the heading “Risk Factors,” and other documents DD3 fil ed, or to be filed, with the SEC; and unanticipated changes in laws, regulations, or other industry standards affecting the C omp any or DD3. The forward - looking statements included in this document are made as of the date of this Presentation. The Company and DD3 disclaim any duty to update any o f t hese forward - looking statements after the date of this Presentation to confirm these statements in relationship to actual result s or revised expectations. Market and Industry Data Market and industry data used in this Presentation is unaudited and have been obtained from third - party industry publications an d sources as well as from research reports prepared for other purposes. Neither DD3 nor Betterware has independently verified the data obtained from these sources and cannot assure you of the data’s accuracy or completeness. This data is subject to change and cannot always be verified with c omp lete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering proc ess and other limitations and uncertainties inherent in any statistical survey of market or industry data. You are cautioned not to give undue weight to such industry and market dat a. Non - IFRS and Other Financial Information The financial information contained in this Presentation has not been prepared with a view toward compliance with rules of th e S EC applicable to disclosures by SEC reporting companies generally or with a view toward compliance with the SEC’s rules relat ing to non - IFRS financial information. The financial information and data contained in this Presentation is unaudited and does not conform to the SEC’s Regulation S - X. Accordingly, such information and data may not be included in, may be adjusted in or may be presented differently in, any reg is tration statement or other document to be filed with the SEC. This Presentation includes non - IFRS financial measures, including EBITDA, which are supplemental measures of performance that are neither required by, nor presented in accordance with, international financial reporting standards (“IFR S” ). EBITDA is calculated as earnings before interest and taxes plus depreciation and amortization. Betterware and DD3 believe that such non - IFRS financial measures provide useful supplemental information to their respective boards of dir ectors, management teams and investors regarding certain financial and business trends relating to Betterware’s financial condition and results of operations. Betterware and DD3 believe such measures, when viewed in conjunction with Betterware’s consolidated financial statements, facilitate period - to - period comparisons of operating performance and may facilitate comparis ons with other companies. Undue reliance should not be placed on these measures as Betterware’s only measures of operating performance, nor should such measures be considered in isolation from, or as a substitute for, fin an cial information presented in compliance with IFRS. Non - IFRS financial measures as used in respect of Betterware may not be comparable to similarly titled amounts used by other companies. No Offer or Solicitation This Presentation and any oral statements made in connection with this Presentation do not constitute an offer to sell, or a sol icitation of an offer to buy, or a recommendation to purchase, any securities in any jurisdiction, or the solicitation of any pr oxy, vote, consent or approval in any jurisdiction in connection with the Potential Business Combination or any related transactions, nor shall there be any sale, issuance or tran sfe r of any securities in any jurisdiction where, or to any person to whom, such offer, solicitation or sale may be unlawful und er the laws of such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933 , a s amended. Important Information for Investors and Security Holders In connection with the Potential Business Combination, DD3 and Betterware expect that Betterware will file a registration statement, which will include a preliminary proxy statement of DD3, with the SEC, and DD3 will file wi th the SEC and mail to shareholders of DD3 a definitive proxy statement/prospectus. This Presentation is not a substitute for the proxy statement/prospectus or for any other document that DD 3 may file with the SEC and send to DD3’s shareholders in connection with the Potential Business Combination. INVESTORS AND S ECU RITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILA BLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain free copies of the proxy statement/prospectus (when available) and other documents filed with the SEC by DD3 through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by DD3 are available free of charge by contacting DD3 Acquisit io n Corp., c/o DD3 Mex Acquisition Corp, Pedregal 24, 4th Floor, Colonia Molino del Rey, Del. Miguel Hidalgo, Mexico City, Mexico. Participants in the Solicitation DD3 and Betterware and their respective directors and certain of their respective executive officers may be considered participants in the solic it ation of proxies with respect to the Potential Business Combination under the rules of the SEC. Information about the directo rs and executive officers of DD3 is set forth in its IPO Prospectus. Additional information regarding the participants in the proxy solicitations and a descri pti on of their direct and indirect interests, by security holdings or otherwise, will be included in the proxy statement/prospec tus and other relevant materials to be filed with the SEC when they become available. These documents can be obtained free of charge from the sources indicated above.
3 ACQUISITION CORP. 3 Today ’ s Presenters Luis Campos ACQUISITION CORP. Martin Werner ▪ Chairman of Betterware de Mexico ▪ Prior to Betterware , Luis Campos served as : ▪ Chairman of Tupperware Americas ( 1994 - 1999 ) ▪ Chairman of Sara Lee – House of Fuller Mexico ( 1991 - 1993 ) ▪ Chairman of Hasbro Mexico ( 1984 - 1990 ) ▪ CEO and Chairman of DD 3 Acquisition Corp . ▪ Prior to DD 3 , Martin Werner served as : ▪ Partner at Goldman Sachs ( 2006 - 2016 ) ; Co - Head of Investment Banking for LatAm ▪ Managing Director at Goldman Sachs ( 2000 - 2006 ) ; Head of Mexico Office ▪ Director of Public Credit and Deputy Finance Minister of Mexico ( 1995 - 1999 ) Andres Campos ▪ CEO of Betterware de Mexico ▪ Prior to becoming CEO of Betterware , Andres Campos served as : ▪ Commercial Director of Betterware ( 2014 - 2018 ) ▪ Strategy and New Businesses Director of Betterware ( 2012 - 2014 ) ▪ Banamex Corporate Banking ( 2005 - 2010 ) ▪ KPMG Auditor ( 2004 - 2005 )
4 ACQUISITION CORP. 4 Transaction Summary Experienced Teams Combined Transaction Overview ▪ DD 3 Acquisition Corp (Nasdaq : DDMX) raised ~US $ 55 . 7 mm through the IPO of a Special Purpose Acquisition Company (SPAC) in October 2018 ▪ DD 3 has entered into a definitive transaction agreement with Betterware de Mexico (“ Betterware ” or the “Company”) . Key transaction terms include : ▪ Purchase price represents an enterprise value of approximately US $ 367 mm including net debt and implying a 2019 P and 2020 P EBITDA multiples of 8 . 6 x and 7 . 0 x, a considerable discount to direct - to - consumer peers and significantly enriched when adjusted for growth ▪ Existing Betterware shareholders to remain as operating owners with ~ 80 % 1 of the consolidated business after closing the transaction ▪ Betterware is a fast growing, mid - cap company with solid fundamentals and significant upside potential to materialize in public markets ▪ Betterware’s management team’s expertise in the industry, combined with DDMX’s management’s broad financial experience, is expected to yield outstanding results and attractive returns to investors ACQUISITION CORP. ▪ Over 40 years of combined experience in the financial sector ▪ Extensive network of privileged relationships and proven track record ▪ More than US $ 90 bn in M &A, private equity and public offerings ▪ Management team with over 30 years of experience in the direct - selling and consumer / retail sector ▪ Leading direct - to - consumer selling company in Mexico, focused on the home solutions and organization segment 1. A ssuming no redemptions from trust account
5 ACQUISITION CORP. 5 Target Embodies DDMX’s Investment Thesis and Meets Original Criteria Attractive Industry Clear Strategy Differentiation Outstanding Financial Performance Considerable Growth and Efficiency Opportunities Attractive Valuation and Transaction ▪ Mexico is the 7 th largest direct - to - consumer market with ~US $ 6 bn annual revenue, and ~ 5 % annual growth ▪ Well - suited to Mexico’s geographic, demographic and economic dynamics ; i ) small communities scattered across the country, low retail penetration and unique last mile logistics, ii) emerging middle - income consumers, and iii) high consumer confidence ▪ Resilient to external economic adversities given low average sales price to consumers and sources of income for sales reps ▪ Full control on its ~ 400 k distributors and associates network, backed by a robust market intelligence unit that tracks daily performance and target budgets ▪ New product development drives repeat purchase rate ▪ Big data analytics and market research provides constant support to management ▪ Well - identified underserved market segments to support Betterware’s continuous double - digit growth ▪ Potential to enhance balance sheet flexibility by financing new campus, inorganic growth, or refinance debt ▪ Further investment in digital transformation to accelerate growth ▪ Replicable and scalable model to other LatAm markets, both organically and through add - on acquisitions ƒ ϮϬϭϱ Ͳ ͛ ϭϴ 'Z ŝŶ EĞƚ ŽŵƉĂŶLJ ^ĂůĞƐ ĂŶĚ /d ŽĨ ϯϳ й ĂŶĚ ϰϭ й ŝŶ h^ ƚĞƌŵƐ͕ ƌĞƐƉĞĐƚŝǀĞůLJ ƒ tĞůů Ͳ ĂďŽǀĞ ŝŶĚƵƐƚƌLJ ŵĂƌŐŝŶƐ ǁŝƚŚ Ă ࡱ ϲϬ й ŐƌŽƐƐ ŵĂƌŐŝŶ ĂŶĚ ࡱ Ϯϳ й /d ŵĂƌŐŝŶ ŝŶ ϮϬϭϴ ƒ ƐƐĞƚ Ͳ ůŝŐŚƚ ƐƚƌƵĐƚƵƌĞ ǁŝƚŚ ŵŝŶŝŵĂů ĐĂƉĞdž ƌĞƋƵŝƌĞŵĞŶƚƐ͕ LJŝĞůĚƐ && ĐŽŶǀĞƌƐŝŽŶ ŽĨ ࡱ ϲϮ й ϭ ƒ ^ƚƌŽŶŐ ďĂůĂŶĐĞ ƐŚĞĞƚ ǁŝƚŚ ƉŽƐŝƚŝǀĞ ǁŽƌŬŝŶŐ ĐĂƉŝƚĂů ĂŶĚ ůŽǁ ůĞǀĞƌĂŐĞ ůĞǀĞůƐ Ăƚ Ϭ ͘ ϴ dž Ϯ Betterware is a fast growing, mid - cap company with solid fundamentals and significant upside potential to materialize in the public markets 1. As a % of EBITDA in 2020P 2. Net Debt to EBITDA ratio as of June 2019 3. Assuming no redemptions from trust account Source : WFDSA and Management ▪ Considerable EV/2019P EBITDA discount to direct - to - consumer peers, significantly enriched when adjusted for growth ▪ FCF yield of 9.0% in 2020P vs peers average of 6.0%, in addition to double - digit EBITDA growth ▪ Existing Betterware shareholders to remain as operating owners of ~80% 3 of the consolidated business after closing the transaction
6 ACQUISITION CORP. 6 Betterware Executive Summary <ĞLJ&ŝŶĂŶĐŝĂůDĞƚƌŝĐƐ;h^ΨDŝůůŝŽŶƐͿ Source: Management 1. Net Company Sales: Revenue after VAT, returns and discounts to Distributors and Associates 2. Free Cash Flow balance at Dec 2018 affected by 3 - week overstock to account for an earlier Chinese new year $48 $57 $78 $125 $161 $196 2015 2016 2017 2018 2019P 2020P ϭϭϯ 162 213 343 443 529 2015 - ’ 18 37% Net Company Sales CAGRs ϮϬϭϴ Ͳ ͛ ϮϬ W Ϯϱ й $11 $13 $20 $32 $43 $52 2015 2016 2017 2018 2019P 2020P 23.5% Ϯϯ͘ϲ й 26.4% 25.6% 26.5% 26.7% 2015 - ’ 18 41% EBITDA CAGRs 2018 - ’ 20P 28% Ψ ϱ $7 $12 $14 $22 $32 2015 2016 2017 2018 2019P 2020P 2015 - ’ 18 40% FCF CAGRs ϮϬϭϴ Ͳ ͛ ϮϬ W ϱϭ й 45.0% 54.0% 58.8% 44.5% 51.4% 61.8% Net Company Sales 1 and Sales Force (in 000’s) /dĂŶĚ /dDĂƌŐŝŶ Adjusted Levered Free Cash Flow FCF as a % of EBITDA 2 Overview Mission & Values Robust Sales Force Unique Product Portfolio hŶƉĂƌĂůůĞůĞĚ >ŽŐŝƐƚŝĐƐ WůĂƚĨŽƌŵ ▪ Mission ▪ To be the go - to company for home organization solutions in Mexico and Latin America ▪ Values ▪ Offer reliable top - quality products ▪ Consistent on - time deliveries ▪ Commitment with sales force ▪ A two - tier sales force with + 400 k distributors and associates ▪ 3 million households served every six weeks in 800 communities throughout Mexico ▪ Product portfolio focused on providing everyday solutions for modern spaces ▪ Through catalogues, the Company offers ~ 400 products at a ~US $ 5 . 5 average price ▪ Zero last mile cost ▪ Long haul distribution through exclusive third parties ▪ 98 . 5 % on - time deliveries to anywhere in the country within 24 - 48 hrs Notes: i ) Financial information under Mexican GAAP basis; ii) Avg MXN/USD FX Rates: 2015 – 15.87, 2016 – 18.68, 2017 – 18.92, 2018 – 19.23, 2019P – 20.0, 2020P - 20.0
7 ACQUISITION CORP. ϳ Efficient sales model supports a growing customer base Constantly innovated and unique product portfolio Leading direct - to - consumer company in Mexico, with a clearly differentiated business model Best - in - class logistics and supply chain platform Business intelligence and data analytics unit provide instant and reliable support for decision making Planned organic expansion and several additional opportunities to accelerate growth and improve operating margins and free cash flow generation Key Investment Highlights ^ŽƵƌĐĞ͗DĂŶĂŐĞŵĞŶƚ 6 1 5 4 2 3
8 $&48,6,7,21&253 8 Attractive Direct - to - Consumer Selling Sector Retail Sales Growth & Consumer Confidence Index (% of Population, as of 2016) Socio - economic Segments in Mexico Source: Management, Euromonitor, estimations by the Mexican Direct Selling Association ( Asociación Mexicana de Venta Directa) and WFDSA 3.3% ϲ͘ϯ й 7.5% 6.9% 7.3% 93.6 93.0 85.7 88.6 ϭϬϴ͘ϲ 2014 2015 2016 2017 2018 Retail Consumer Confidence Index Overview Company’s Revenue Share Percentage of Total Population Million of Households Socio - economic Segment D&E C - &D+ нΘ A&B 34% 32% 27% 7% 10.9 10.2 ϴ͘ϱ 2.3 17% 41% 33% 9% Target Segment ▪ Mexico is the 7 th largest direct - to - consumer market in the world and the 2 nd in Latin America with ~US $ 6 bn in 2018 ▪ Betterwar e’s m odel is tailored to Mexico’s unique geographic, demographic and economic dynamics ▪ Increasing middle - income population ▪ Communities are small and scattered across the country, with very low retail penetration and difficult to fulfill last mile logistics ▪ Historic high consumer confidence index ▪ New Mexican administration is focused on social programs providing supplemental income to low income consumers ▪ Growing labor force with a higher female participation, and favorable demographics ϭ
9 ACQUISITION CORP. 9 Unique and Innovative Product Portfolio Source: Management (% of Total Net Sales, as of 2018) ▪ Eight different categories are offered in the product portfolio, all focused in the home organization segment ▪ Pricing strategy that optimizes revenue and margins, and limits inventory left - overs ▪ Continuous product innovation and development, backed by data analytics unit focused on revitalizing catalogue content to attract repeated purchases WƌŝĐĞdLJƉĞƉĞƌĂƚĂůŽŐƵĞ Regular Price Gross Margin 75% 60 – 80% Category Boosters New Product Hooks Hyper offers ǀŐ͘ŝƐĐŽƵŶƚ Catalogue Sales None 40 - 50% 25 – 35% 3 0 - 40% 40 - 50% 20 - 30% ϱϬ Ͳ ϲϬ й 19% 2 % 4% Promotionals Overview Net Company Sales by Category Promotionals <ŝƚĐŚĞŶ Home Solutions Bathroom Smart Furniture Laundry & Cleaning Tech & Mobility Bedroom 29% ϮϬ й 12% 10% 9% 8% 6% 6% 2
ϭϬ ACQUISITION CORP. 10 Source: Management Note: Associates need to recruit 3 individuals and purchase a minimum of US$125 in order to upgrade to Distributor level Sales Force Model Two Tier Sales Model Overview ZĞĨĞƌƌĞĚ Recruited Distributor ▪ Betterware’s sales force is divided in two groups, Distributors and Associates ▪ Sales force is incentivized by : i ) discounts on products price ; and, ii) earning Betterware Points through sales & recruiting . Betterware points are exchangeable for rewards products that are not part of company sales ▪ Distributors are the link between the company and its Associates and are divided into 3 levels according to performance (Master, Leader and Basic) ▪ Pool of + 20 k Distributors ▪ + 78 % of Distributors place orders every week ▪ Average weekly order ticket of ~US $ 350 (MXN $ 7 K) ▪ 41 % of Distributor s’ tenure is higher than one year ▪ Pool of + 380 k Associates ▪ Associates place orders to their assigned distributor and are either final consumers or the selling point with other clients ▪ More than 32 % of active Associates place orders every week ▪ Average weekly order ticket of ~US $ 48 (MXN $ 950 ) ▪ 31 % of Associate s’ tenure is higher than one year Distributor places orders to Betterware 12 - 16% discount on its Associates’ sales 20 - 40% of Betterware Points earned by its Associates 24% discount on product purchases 1 Betterware Point for every MXN$1 of purchase Distributor sells to a pool of Associates (17 on average) ϭ 2 3 Associates purchases and sells products Rewards for Distributors Associates Rewards for Associates 3
ϭϭ ACQUISITION CORP. 11 ƒ ĞƚƚĞƌǁĂƌĞƐŚŝƉƐƚŽĚŝƐƚƌŝďƵƚŽƌƐ ŽŶĐĞĂǁĞĞŬƚŚƌŽƵŐŚ ϭϮ ƚŚŝƌĚ Ͳ ƉĂƌƚLJ ĐŽŵƉĂŶŝĞƐǁŝƚŚǁŚŽŵƚŚĞ ŽŵƉĂŶLJŵĂŝŶƚĂŝŶƐƐƚƌŽŶŐǁŽƌŬŝŶŐ ƌĞůĂƚŝŽŶƐŚŝƉƐ ƒ dŚĞĚŝƐƚƌŝďƵƚŽƌƉĞƌƐŽŶĂůůLJĚĞůŝǀĞƌƐ ŽƌĚĞƌƐƚŽĞĂĐŚŽĨŝƚƐĂƐƐŽĐŝĂƚĞƐ͕ ǁŚŽŝŶƚƵƌŶĚĞůŝǀĞƌƚŽĨŝŶĂů ĐƵƐƚŽŵĞƌƐ͕ĞůŝŵŝŶĂƚŝŶŐůĂƐƚŵŝůĞ ĐŽƐƚƐĨŽƌƚŚĞŽŵƉĂŶLJ ƒ dŚĞĚŝƐƚƌŝďƵƚŝŽŶĐĞŶƚĞƌĂůƐŽŚŽƵƐĞƐ ĂŶĚƐŚŝƉƐƌĞǁĂƌĚƉƌŽĚƵĐƚƐƚŽƚŚĞ ƐĂůĞĨŽƌĐĞ ƒ <ĞLJDĞƚƌŝĐƐ ƒ ϵϴ͘ϱ йŽŶ Ͳ ƚŝŵĞĚĞůŝǀĞƌLJ ƒ Ϯϰ Ͳ ϰϴ ŚƌĚĞůŝǀĞƌLJƚŝŵĞ ƒ >ŽŶŐ Ͳ ŚĂƵůĚŝƐƚƌŝďƵƚŝŽŶĐŽƐƚƐ ĂĐĐŽƵŶƚĨŽƌ ࡱ ϰ йŽĨŶĞƚƐĂůĞƐ ▪ Betterware’s products are designed and branded by the Company, but manufactured by 200+ third party factories certified under Betterware’s quality standards ▪ 89% of its products are manufactured in China and 11% are manufactured domestically ▪ Betterware has an office in Ningbo, China, that supervises more than 40 containers shipped weekly to the Company’s headquarters. The office is in charge of factory certification, product quality assurance, and product innovation Supply Chain & Logistics Source: Management Optimized Process ƒ ƒ ĞƚƚĞƌǁĂƌĞ ŚĂƐĂǁĂƌĞŚŽƵƐĞ ĨĂĐŝůŝƚLJǁŚĞƌĞŝƚƌĞĐĞŝǀĞƐĂůů ƉƌŽĚƵĐƚƐŝŵƉŽƌƚĞĚĨƌŽŵŚŝŶĂƚŚĂƚ ĂƌƌŝǀĞĂƚƚŚĞDĂŶnjĂŶŝůůŽƉŽƌƚ ƒ dŚĞƉƌŽĚƵĐƚƐĂƌĞƚŚĞŶƐŚŝƉƉĞĚƚŽ ƚŚĞŽŵƉĂŶLJ͛ƐĚŝƐƚƌŝďƵƚŝŽŶĐĞŶƚĞƌ ŝŶ'ƵĂĚĂůĂũĂƌĂ ƒ /ŶƚŚĞĚŝƐƚƌŝďƵƚŝŽŶĐĞŶƚĞƌ͕ƚŚĞ ŽŵƉĂŶLJ͛ƐĂƐƐĞŵďůLJůŝŶĞƐĞƚƐƵƉ ƉĂĐŬĂŐĞƐƚŽďĞƐĞŶƚƚŽĚŝƐƚƌŝďƵƚŽƌƐ ďLJƌĞŐŝŽŶŽŶĂǁĞĞŬůLJďĂƐŝƐ ƒ <ĞLJDĞƚƌŝĐƐ ƒ ϵϵ͘ϵϳ йƐĞƌǀŝĐĞůĞǀĞů ƒ ϴϬ Ͳ ĚĂLJƐĞƌǀŝĐĞůĞǀĞů ŝŶǀĞŶƚŽƌLJ ƒ ϭ͘ϰ йĞdžĐĞƐƐŝŶǀĞŶƚŽƌLJ ƒ Ϭ͘ϱϴ йĚĞĨĞĐƚŝǀĞĐůĂŝŵƐ Manufacturing 1 tĂƌĞŚŽƵƐŝŶŐ 2 Distribution 3 4
ϭϮ ACQUISITION CORP. 12 hŶĞƋƵĂůƵƐŝŶĞƐƐ/ŶƚĞůůŝŐĞŶĐĞhŶŝƚ Source: Management Tight Monitoring Product Intelligence Clear Strategy ^ĞƉĂƌĂƚĞĚ ĂƌĞĂƐ ƚŽ ĂƐƐŝŐŶ ƌĞƐƉŽŶƐŝďŝůŝƚŝĞƐ ƚŽ ŽŵƉĂŶLJ͛Ɛ Ě ĞǀĞůŽƉŵĞŶƚ ŵ ĂŶĂŐĞƌƐ Circles represent a distributor . Color scales indicate current week ’s performance vs target sales ▪ Well - mapped sales force locations and penetration by socio - economic region ▪ Locate areas within the business model scope ▪ Identify nearby distributors ▪ Contact distributor to trigger the recruitment of associates or cover the identified zone ĞƐƚ Ͳ ŝŶ Ͳ ĐůĂƐƐdĞĐŚŶŽůŽŐŝĐĂůdŽŽůƐ 1 2 Target areas by socio - economic segments 1 ŽůŽƌƐĐĂůĞƐƌĞƉƌĞƐĞŶƚ ƚŚĞƐĞŐŵĞŶƚƐ͛ ĂĐƋƵŝƐŝƚŝŽŶƉŽǁĞƌ 2 ▪ Proprietary live performance tracking platform ▪ Weekly performance monitoring against sales objectives ▪ Detailed information of each distributor ; number of orders, average ticket, type of items, among others ▪ Adjusting objectives based on live performance ƒ džƚĞŶƐŝǀĞ ƉƌŽĚƵĐƚ ĂŶĂůLJƐŝƐ ƚŽ ƚƌĂĐŬ ƉĞƌĨŽƌŵĂŶĐĞ ĂŶĚ ŝŶƐƚĂŶƚ ŵĂƌŬĞƚ ƌĞĂĐƚŝŽŶƐ ƒ ^ƚƌĂƚĞŐLJ ƚŽ ĐƌĞĂƚĞ ŚŝŐŚůLJ Ͳ ĐŽŵƉĞƚŝƚŝǀĞ ĂŶĚ ŝŶŶŽǀĂƚŝǀĞ ƉƌŽĚƵĐƚƐ ƒ WƌŽǀŝĚĞ ƐĂůĞƐ ĨŽƌĐĞ ǁŝƚŚ ƚŽƉ Ͳ ƋƵĂůŝƚLJ ƉƌŽĚƵĐƚƐ ƚŽ ĂƚƚƌĂĐƚ ŶĞǁ ĐƵƐƚŽŵĞƌƐ ƒ ŝŐ ĚĂƚĂ ĂŶĂůLJƐŝƐ ŽĨ ĐůŝĞŶƚ ďĞŚĂǀŝŽƵƌ 1 2 1 2 ϱ
13 ACQUISITION CORP. 13 9.4% 11.1% 12.7% 16.2% 19.8% 22.4% 24.8% 26.8% 2015 2016 2017 2018 2019P 2020P 2021P 2022P Current Penetration and Expansion Strategy Source: Management 1. Management estimates as of year - end 2018 2. AGEB is a basic geostatistical area used to delimit neighborhoods in Mexico 3. Coverage areas are considered where at least one transaction is done during the year Penetration Evolution 2019 - 2022 Growth Roadmap ▪ Well - mapped execution plan focused on new and under - penetrated neighborhoods ▪ Deployment of distributors to cover new zones and trigger associate recruitment ▪ Detailed geographic mapping helps distributors grow their productivity and avoid cannibalization ▪ Betterware’s current low penetration leaves plenty of room for future growth, with sales force expected to represent only 1 . 8 % of covered neighborhoods population in 2022 Mexico’s Geographic Focus 1 ^ĞŐŵĞŶƚ Cities AGEBS 2 Homes Share Sales Share ' ͛Ɛ ŽǀĞƌĂŐĞ ϯ Homes Penetration Megacities 3 8,972 32% 34% 35% 10 % Large Cities 19 10,202 24% 29% 25% 11% Medium Cities 68 13,376 23% 27% 18% 12% Small Cities 49 3,087 4% 5% 13% 11% Non - Urban 20,451 18% 5% 3% 5% Total 139 56,088 100% 100% 16% 10% Penetration as of Dec. 2018 Coverage of Target Neighborhoods (AGEBs) 4 6 4. Coverage is based on neighborhoods (AGEBs) where at least one transaction is registered
14 ACQUISITION CORP. 14 Multiple Additional Growth Sources Strategic Acquisitions International Expansion E F ▪ Central America, Colombia and Peru Target Similar Markets : ▪ Disposable income ▪ Consumer needs ▪ Mindset for other income sources Accretive Targets : ▪ Plug in Betterware’s business model ▪ Leverage on current platform and distribution network New Product Line ▪ Smart home ▪ Decoration D New Products: ▪ User - friendly and efficient ▪ Accessible price ▪ Complement existing products ▪ Home improvement ▪ Lighting intelligence Digital Platform - E - commerce A Source: Management Productivity C Key Strategies: ▪ Improved innovation process ▪ Market research investment ▪ Product roadmap chart ▪ Sustaining household repeat purchasing is crucial Service B Key Strategies: ▪ Six Sigma certification ▪ New campus ▪ Operational technology ▪ Service as a strong barrier to entry ▪ Key differentiator against competition Near Term Medium Term ▪ New App launching in 4 Q - 2019 ▪ Clients are directed to the nearest distributor Main Features : ▪ Automatic order process ▪ Cash or credit ▪ Avoid cannibalization of current distributors’ clients ▪ Analyzing opportunity to acquire a smaller home organization products company ▪ Identified direct sales targets in Mexico *Sources of growth mentioned above are not quantified in the financial projections 6
15 ACQUISITION CORP. 15 Key Executives & Directors ▪ Luis Campos – Chairman of Betterware de Mexico ▪ Prior to Betterware , Luis Campos served as : Chairman of Tupperware Americas ( 1994 - 1999 ) ; Chairman of Sara Lee – House of Fuller Mexico ( 1991 - 1993 ) ; Chairman of Hasbro Mexico ( 1984 - 1990 ) ▪ Andres Campos – CEO & Board Member of Betterware de Mexico ▪ Prior to becoming CEO of Betterware , Andrés Campos served as : Commercial Director of Betterware ( 2014 - 2018 ) ; Strategy and New Businesses Director of Betterware ( 2012 - 2014 ) ; Banamex Corporate Banking ( 2005 - 2010 ) ; KPMG Auditor ( 2004 - 2005 ) ▪ Jose del Monte – CFO of Betterware de Mexico ▪ Prior to Betterware , José del Monte served as : Regional Director of Banco Regional de Monterrey ( 2007 - 2019 ) ; Founding Partner of Geltung Asesores ( 2001 - 2007 ) ; Corporate Banking Regional Director of Banca Serfín ( 1996 - 2001 ) ▪ Jos e Valdez – Board Member of Betterware de Mexico ▪ José Valdez currently serves as CEO of Alpek . Prior to becoming CEO of Alpek , he held several senior management positions, including CEO of Petrocel , Indelpro and Polioles , all subsidiaries of Alpek ( 1976 - 1988 ) ▪ Reynaldo Vizcarra – Board Member of Betterware de Mexico ▪ Partner of Baker & Mckenzie Mexico since 1986 ▪ Reynaldo is a professor at the University Anahuac del Norte and an instructor at Universidad Panamericana in Mexico City ▪ Fabian Rivera – COO of Betterware de Mexico ▪ Prior to becoming COO of Betterware , Fabián Rivera served as : IT Director at Finamex ( 2012 - 2016 ) ; Consultant at Deloitte ( 2009 - 2012 ) ; Software Products Coordinator at IBM ( 2006 - 2007 ) ▪ Guillermo Ortiz – Board Member of Betterware de Mexico ▪ Member of the Board of Directors and Co - Sponsor of DD 3 Acquisition Corp . Mr . Ortiz is partner of BTG Pactual . He was Chairman of Banorte ( 2010 - 2015 ), Governor of Mexico’s Central Bank ( 1998 - 2009 ) and Secretary of Finance and Public Credit of Mexico ( 1994 - 1997 ) ▪ Martin Werner – CEO & Chairman of DD 3 Acquisition Corp . / Board Member of Betterware de Mexico ▪ Martin co - founded DD 3 Capital Partners and is its Managing Partner . Prior to DD 3 , Martin Werner served as : Partner at Goldman Sachs ( 2006 - 2016 ) ; Co - Head of Investment Banking for LatAm ; Managing Director at Goldman Sachs ( 2000 - 2006 ) ; Head of Mexico Office ; Director of Public Credit and Deputy Finance Minister of Mexico ( 1995 - 1999 )
16 ACQUISITION CORP. 16 Financial Overview
17 ACQUISITION CORP. 17 Retail Sales Growth 17 20 1H18 1H19 8 10 12 18 23 29 34 38 105 152 201 325 420 500 572 646 2015 2016 2017 2018 2019P 2020P 2021P 2022P Distributors Associates 48 57 78 125 161 196 231 264 2015 2016 2017 2018 2019P 2020P 2021P 2022P Net Company Sales Retail Sales EBITDA Evolution Financial Overview (US$ in millions) (US$ in millions) Retail Sales and Net Company Sales 1 Gross Margin and EBITDA Margin 2 (In ‘000s) (US$ in millions) Distributors and Associates 113 162 213 343 443 606 529 91 108 146 234 372 500 439 23.5% 23.6% 26.4% 25.6% 26.5% 26.7% 26.9% 27.1% 62.4% 59.8% 62.1% 60.0% 60.5% 60.3% 60.3% 60.3% 2015 2016 2017 2018 2019P 2020P 2021P 2022P EBITDA Margin Gross Margin 11.4 13.4 20.5 31.9 42.5 52.3 62.1 71.4 2015 2016 2017 2018 2019P 2020P 2021P 2022P 684 305 Source: Management 1. Net Company Sales: Revenue after VAT, returns and discounts to Distributors and Associates 2. Over Net Company Sales Notes: i ) Financial information under Mexican GAAP basis 1H18 1H19 104 149 1H18 1H19 56 79 15.5 21.0 ii) Avg MXN/USD FX Rates: 2015 – 15.87, 2016 – 18.68, 2017 – 18.92, 2018 – 19.23, 2019P – 20.0, 2020P – 20.0, 2021P – 20.0, 2022P – 20.0, 1H2018 – 19.23, 1H2019 – 20.0 296 404 276 384
18 ACQUISITION CORP. 18 $5.9 $2.2 - $2.7 $0.8 $3.7 $3.4 $3.1 $2.6 12.1% 3.9% - 3.5% 0.6% 2.3% 1.7% 1.3% 1.0% 2015 2016 2017 2018 2019P 2020P 2021P 2022P WoCa WoCa as % of net revenue Working Capital 1 & Cash Conversion Financial Overview (Cont’d) (US$ in millions) Adjusted Levered Free Cash Flow (US$ in millions) Strong Balance Sheet and Cash Generation Source: Management 1. Current assets excluding cash minus current liabilities excluding debt ; 2. Balance and days affected by a 3 - week overstock to eliminate possible operation disruptions because of an early Chinese new year; Notes: i ) Financial information under Mexican GAAP basis 1 63 10 - 8 - 23 1 Days of Cash Conversion Cycle 1 1 2 $5.1 $7.2 $12.1 $14.2 $21.9 $32.3 $39.4 $47.0 45.0% 54.0% 58.8% 44.5% 51.4% 61.8% 63.4% 65.9% 2015 2016 2017 2018 2019P 2020P 2021P 2022P Adj. Levered Free Cash Flow FCF as % of EBITDA ƒ ĂƉĞdž ƌĞƋƵŝƌĞŵĞŶƚƐ ĂƌĞ ůŽǁ ĂŶĚ ĂƉƉƌŽdžŝŵĂƚĞůLJ ϱϬ й ŽĨ ĂŶŶƵĂů ĐĂƉĞdž ŝƐ ĚĞƉůŽLJĞĚ ƚŽǁĂƌĚ ƚĞĐŚŶŽůŽŐLJ ŝŶĨƌĂƐƚƌƵĐƚƵƌĞ ͘ /Ŷ ϮϬϭϵ ͕ ƚŚĞ ĐŽŵƉĂŶLJ ĞdžƉĞĐƚƐ ƚŽ ŝŶǀĞƐƚ ࡱ h^ Ψ ϮϬ ŵŵ ŝŶ ƚŚĞ ĐŽŶƐƚƌƵĐƚŝŽŶ ŽĨ ŝƚƐ ŶĞǁ ĐĂŵƉƵƐ ƒ DŝŶŝŵĂů ǁŽƌŬŝŶŐ ĐĂƉŝƚĂů ŶĞĞĚƐ ǁŝƚŚ ƐƵƉƉůŝĞƌƐ ĨƵůůLJ ĨŝŶĂŶĐŝŶŐ ƚŚĞ ŝŶǀĞŶƚŽƌLJ ĂŶĚ ƌĞĐĞŝǀĂďůĞƐ ĐLJĐůĞ ƒ ĞƚƚĞƌǁĂƌĞ ŚĂƐ Ă ƐŽůŝĚ ďĂůĂŶĐĞ ƐŚĞĞƚ ǁŝƚŚ Ă ŚĞĂůƚŚLJ ŶĞƚ ůĞǀĞƌĂŐĞ ƌĂƚŝŽ ŽĨ Ϭ ͘ ϴ dž ĂƐ ŽĨ :ƵŶĞ ϮϬϭϵ ͘ ƒ džĐĞƐƐ ĐĂƐŚ ĂĨƚĞƌ ŐƌŽǁƚŚ ŝŶŝƚŝĂƚŝǀĞƐ ĐĂŶ ďĞ ĚŝƐƚƌŝďƵƚĞĚ ƚŽ ƐŚĂƌĞŚŽůĚĞƌƐ ĂƐ ĚŝǀŝĚĞŶĚƐ ǁŝƚŚ Ă ĐĂƉ ŽĨ ࡱ ϱ Ϭ й ŽĨ EĞƚ /ŶĐŽŵĞ ii) Avg MXN/USD FX Rates: 2015 – 15.87, 2016 – 18.68, 2017 – 18.92, 2018 – 19.23, 2019P – 20.0, 2020P – 20.0, 2021P – 20.0, 2022P – 20.0, 1H2018 – 19.23, 1H2019 – 20.0 2
19 ACQUISITION CORP. 19 Adj. Levered FCF as % of EBITDA 44.5% 51.4% 61.8% Adj. Levered FCF Yield NA 6.1% 9.0% Dividend Yield NA 3.4% 4.3% 2018 2019P 2020P Net Company Sales $125 $161 $196 ( - ) Costs and SG&A (93) (118) (144) EBITDA 32 43 52 ( - ) Other Expense (1) (2) (2) ( - ) Tax (9) (10) (13) ( - ) Change in Working Capital (3) (3) 0 ( - ) Extraordinary Dividend 0 (3) 0 ( - ) Capex (1) (2) (2) ( - ) New Campus 0 (20) 0 Unlevered Free Cash Flow 18 2 35 ( - ) Net Interest Expense (4) (4) (3) Levered FCF 14 (1) 32 (+) Extraordinary Dividend 0 3 0 (+) New Campus 0 20 0 Adj. Levered FCF $14 $22 $32 Attractive Free Cash Flow Generation ϭ 3 4 6 2 5 Detailed Cash Conversion (US$ in millions) ϳ 1 3 4 6 7 2 5 ŽŵŵĞŶƚƐ 1 . 0 % of Net Company Sales, includes : employee benefits, bank commissions, and extraordinary expenses Mexican statutory, and company’s effective tax rate of 30 . 0 % Cash conversion cycle for December 2018 affected by 3 weeks of overstock due to an earlier Chinese new year . 2019 P and 2020 P days conversion cycle are matched Dividend approved during 4 Q 18 , and paid during the 1 Q 19 Minimal Capex investment, of which 50 % of annual Capex invested in product development and technological improvements Development of the Company’s fully owned warehouse that will increase its storage and distribution capacity by 3 x . The facility is being financed with a project finance loan and is expected to be operating in 2020 Pro - forma market cap of US $ 359 . 2 mm ; dividends equal to the 50 % of the Company’s net income ^ŽƵƌĐĞ͗DĂŶĂŐĞŵĞŶƚ EŽƚĞƐ͗ǀŐDyEͬh^&yZĂƚĞƐ͗ ϮϬϭϴ ʹ ϭϵ͘Ϯϯ ͕ ϮϬϭϵ W ʹ ϮϬ͘Ϭ ͕ ϮϬϮϬ W ʹ ϮϬ͘Ϭ 7
20 ACQUISITION CORP. 20 Historical Financial Statements Summary Income Statement Source: Management Notes: i ) Financial information under Mexican GAAP basis; ii) Avg MXN/USD FX Rates: 2016 – 18.68, 2017 – 18.92, 2018 – 19.23, 1H2018 – 19.23, 1H2019 – 20.0 Summary Balance Sheet Iii) EOP MXN/USD FX Rates: 2016 – 20.73, 2017 – 19.66, 2018 – 19.67, 1H2018 – 19.67, 1H2019 – 20.0 Income Statement (US$ mm) 2016A 2017A 2018A 1H2018 1H2019 Retail Sales $108.2 $146.3 $233.8 $104.4 $149.4 Yoy Growth (%) 19.3% 35.2% 59.8% NA 43.1% Net Company Sales 56.9 77.7 124.7 55.7 78.5 Yoy Growth (%) 17.6% 36.6% 60.4% NA 40.9% ( - ) COGS 22.9 29.5 49.8 Ϯϭ͘ϴ 31.9 Gross Profit 34.0 48.2 74.9 33.9 46.6 % Margin 59.8% 62.1% 60.0% 60.8% 59.3% ( - ) SG&A 20.6 27.8 43.0 18.4 25.6 EBITDA 13.4 20.5 31.9 15.5 21.0 % of Net Revenue 23.6% 26.4% 25.6% 27.8% 26.8% D&A 0.7 1.1 1.0 0.6 0.5 EBIT 12.7 19.4 30.9 14.9 20.5 Other Income (Expense) (0.8) (1.2) (0.7) (0.4) (1.0) Prepayment Commission 0.0 0.0 0.0 0.0 0.0 Revolving Credit Interest Expense 0.0 0.0 0.0 0.0 0.0 Long - term Debt Interest Expense (7.4) (6.2) (4.4) (2.1) (2.1) Interest Income 1.2 1.1 0.3 0.3 0.0 FX Gain (Loss) (7.2) 3.8 (0.3) (0.3) (0.3) EBT (1.6) 16.8 25.9 12.4 17.1 Taxes (0.3) 5.3 8.6 3.8 5.3 % Tax Rate 16.1% 31.7% 33.1% 30.9% 31.0% Net Income ($1.3) $11.5 $17.3 $8.6 $11.8 % Margin - 2.4% 14.8% 13.9% 15.4% 15.1% Balance Sheet (US$ mm) 2016A 2017A 2018A 1H2018 1H2019 Assets Cash and Equivalents $9.9 $12.8 $10.1 $5.0 $6.1 Accounts Receivable, net 5.8 7.6 10.1 10.8 14.8 Inventory 5.2 7.2 15.4 12.4 17.3 Other Current Assets 2.5 2.4 3.4 2.5 3.3 Total Current Assets $23.4 $30.0 $39.0 $30.8 $41.5 Net PP&E $2.3 $2.9 $3.1 $2.1 $6.4 Deferred Assets 29.6 35.9 35.9 36.3 36.0 Other Assets 1.0 0.1 0.3 0.5 0.5 Total Assets $56.2 $68.9 $78.2 $69.7 $84.4 Equity & Liabilities Accounts Payable Suppliers $6.8 $10.7 $22.6 $15.4 $23.0 Expenses Reserves and Provisions 3.3 3.6 2.8 2.7 3.0 Taxes Payable 1.1 5.6 2.7 3.5 3.9 Accrued Interests 0.0 0.0 0.0 0.5 0.5 Dividends Payable 0.0 0.0 3.3 0.0 0.0 Revolving Credit Facility 3.2 0.0 0.0 0.0 0.0 Total Current Liabilities $14.5 $19.9 $31.4 $22.1 $30.4 USD Long - term Debt $38.9 $0.0 $0.0 $0.0 $0.0 MXP Long - term Debt 0.0 32.4 33.1 31.8 35.3 Deferred Liabilities 0.0 4.3 4.7 4.2 4.4 Other Long - term Liabilities 0.3 0.3 0.4 0.3 0.3 Total Liabilities $53.6 $56.9 $69.6 $58.4 $70.4 Equity $2.6 $11.9 $8.6 $11.3 $13.9 Shares Issued for SPAC 0.0 0.0 0.0 0.0 0.0 FX Adjustments 0.0 0.0 0.0 0.0 0.0 Total Equity $2.6 $11.9 $8.6 $11.3 $13.9 Total Liabilities & Equity $56.2 $68.9 $78.2 $69.7 $84.4
21 ACQUISITION CORP. 21 Transaction Summary
22 ACQUISITION CORP. 22 Transaction Summary Transaction highlights Key Terms Governance Other Details ▪ Enterprise value of ~US $ 367 mm (transaction implied multiple of 8 . 6 x and 7 . 0 x 2019 P and 2020 P EBITDA, respectively) ▪ Current Betterware shareholders expected to remain ~ 80 % owners of the combined company, while current DD 3 shareholders will hold the remaining stake 1 ▪ Closing of the transaction expected in the fourth quarter of 2019 ▪ ~ US $ 56 . 2 mm from DD 3 Acquisition Corp’s cash in trust 1 ▪ Initial ~US $ 26 mm primary proceeds for capex expenditure, new distribution center, possible deleverage and corporate purposes ▪ Issuance of at least 28 . 7 mm shares and up to a maximum of US $ 30 mm cash consideration to current Betterware shareholders ▪ Current Betterware’s management will continue to run the business of the combined company, and Luis Campos and Andrés Campos will continue to act as Chairman and CEO ▪ Martin Werner and Guillermo Ortiz will be members of the board of directors ▪ Combined company to be named Betterware de Mexico ▪ Betterware will report under IFRS basis and is expected to remain listed on Nasdaq ▪ DD 3 shareholders’ approval required ▪ Initial proxy expected to be filed in August 2019 1. Assuming no redemptions from trust account
23 ACQUISITION CORP. 23 Key Transaction Metrics Key Transaction Terms Sources Uses Ownership DDMX Cash in Trust 2 $56.2 Payment to Seller $30.0 Target Rollover Equity $287.0 Target Rollover Equity $287.0 Cash to Target $22.2 Est . Fees & Expenses $4.0 Total Sources $343.2 Total Uses $343.2 Shares Proforma Valuation BTW Shareholders 28.70 SPAC Shareholders 1 5.57 Sponsor Shareholders 1.63 Others 0.03 Total Shares Outstanding 35.92 2019P 2020P 80% 15% 5% EBITDA $42.5 $52.3 Fully Diluted EV/EBITDA 8.6x 7.0x FCF Yield 6.1% 9.0% Dividend Yield 3.4% 4.3% Share Price $10.0 (x) Total Shares Outstanding 35.9 Implied Equity Value $359.2 (+) Debt 3 $35.8 ( - ) Cash $28.3 Implied Enterprise Value $366.7 Transaction Use of Proceeds (in millions) (US$ in millions) Pro - Forma Ownership Structure (US$ in millions) ▪ Transaction EV/ 2019 P EBITDA multiple of 8 . 6 x ▪ Issuance of 28 . 7 mm shares ; ~US $ 26 mm primary proceeds to the company, up to a maximum US $ 30 mm payment to sellers ▪ Current shareholders to continue operating and owning ~ 80 % 1 of the company ▪ Uses of primary proceeds for expansion capex, new distribution center, corporate purposes and possible deleverage ▪ Closing of the transaction expected during 4 Q 2019 1. Assuming no redemptions from trust account 2. Balance as of March 2019 assumes no redemptions in connection with business combination 3. Company’s Net Debt as of June 2019
24 ACQUISITION CORP. 24 8.6x 15.4x 11.6x 9.7x 9.6x 7.4x 6.2x 4.6x 14.4x 12.3x 12.1x 6.1x 14.3x 11.5x 11.4x 7.3x 6.7x 7.0x 13.3x 11.3x 8.5x 8.6x 6.3x 6.0x 4.7x 13.7x 11.0x 11.7x 6.3x 13.1x 11.4x 9.3x 6.7x 6.6x Comparables – EV/EBITDA Multiples EV/2019P EBITDA & EV/2020P EBITDA Source: Capital IQ, Thomson Eikon, equity researchs and DD3 assumptions as of July 19, 2019 1. Amway Malaysia 2. Walmart de Mexico y Centroamerica ; 3. Oxxo’s value calculated as the residual value of Femsa minus its other subsidiaries 4. Includes financial business 5. Growth adjusted EV/EBITDA formula: EV/EBITDA multiple divided by ‘18 – ’21 EBITDA CAGR 2 27% 15% 3 16% 14% 25% 11% 11% 13% 11% 16% 19% 15% 16% 16% 7% US Retailers 7% 1 Mexican Retailers Direct Selling 2019 EBITDA Margin 4 13% Growth Adjusted - EV/EBITDA 2019P & EV/EBITDA 2020P 5 0.4x 18.6x 4.7x 1.7x 1.6x 1.0x 1.0x 0.7x 9.4x 2.8x 2.1x 1.6x 1.4x 1.0x 0.9x 0.7x 0.6x 0.3x 18.0x 4.6x 1.8x 1.4x 0.8x 0.8x 0.6x 9.2x 2.7x 2.2x 1.4x 1.3x 1.0x 0.7x 0.7x 0.5x 2 3 1 Direct Selling 4 Mexican Retailers US Retailers
25 ACQUISITION CORP. 25 0% 5% 10% 15% 20% 25% 30% 4.0x 6.0x 8.0x 10.0x 12.0x 14.0x 16.0x Comparables – Key Metrics EV/2019P EBITDA vs ‘18 - ’21P EBITDA Growth EV/2019P EBITDA vs 2019P EBITDA Margin -5% 0% 5% 10% 15% 20% 25% 30% 4.0x 6.0x 8.0x 10.0x 12.0x 14.0x 16.0x Source: Capital IQ, Thomson Eikon, equity researchs and DD3 assumptions as of July 19, 2019 1. FCF/EBITDA 2. Amway Malaysia 3. Walmart de Mexico y Centroamerica ; 4. Oxxo’s value calculated as the residual value of Femsa minus its other subsidiaries 5. Includes financial business Liverpool Oxxo Kimberly - Clark Walmart Lowes Container Store Home Depot Newell Avon Natura Usana Amway Nu Skin Herbalife Tupperware Sanborns 62.0% 57.7% 54.4% 48.3% 44.9% 41.2% 27.6% NA 62.5% 60.8% 32.9% 30.1% 59.6% 55.8% 35.4% 34.1% 20.5% Free Cash Flow Conversion 2020P 1 3 4 US Retail 2 Mexican Retailers Direct Selling 5 FCF Yield 2020P 9.0% 10.0% 3.6% 6.3% 5.7% 4.7% 8.6% 5.9% 6.6% 5.1% NA 6.4% 11.0% 6.3% 4.9% 7.5% 3.8%
26 ACQUISITION CORP. 26 Martin Werner CEO and Chairman of DD 3 . Prior to founding DD 3 Capital Partners Martin Werner worked at Goldman Sachs for over 16 years acting as a Partner ( 2006 - 2016 ) and as Managing Director in the Investment Banking Division ( 2000 - 2006 ) . B efore Goldman Sachs, Mr . Werner served as Director of Public Credit and Deputy Finance Minister of Mexico from 1995 until 1999 . Jorge Combe COO and director of DD 3 . Mr . Combe is a founding partner of DD 3 Capital Partners . Jorge Combe is a former Managing Director in the Investment Banking Division of Goldman Sachs in Mexico City ( 2010 - 2017 ) . Guillermo Ortiz Member of the Board of Directors and Co - Sponsor of DD 3 Acquisition Corp . Mr . Ortiz is partner of BTG Pactual . He was Chairman of Banorte ( 2010 - 2015 ), Governor of Mexico’s Central Bank ( 1998 - 2009 ) and Secretary of Finance and Public Credit of Mexico ( 1994 - 1997 ) . Sponsor Overview Overview Management Team DD 3 Capital Partners is a Mexico City based company founded in 2016 by a group of professionals with unparalleled financial expertise “The firm distinguishes itself by providing holistic investment advice, access to exclusive investment opportunities and creating bold innovative solutions for every client with tailored services aligned to long - term goals” - Martin Werner & Jorge Combe Specialization in sectors with strong experience Strategic advisory and long - term focus Deep involvement of our senior partners Independent and unbiased advisory services Focus on sell - side and capital raising projects Investment Banking Asset Management ▪ DD3 Capital Partners manages over US$100mm in assets 1 ▪ Managing partners of DD3 Capital Partners have significant participation in the current funds, fully aligned with its investors Products Mezzanine Lending Senior Loans Equity Investments ▪ With more than 40 years of combined experience, Martin and Jorge have executed +US$90bn in M&A, Private Equity transactions and bond offerings ▪ Close personal and professional relationships with major local investors and company owners provides first - hand opportunities 1. As of June 2019 ▪ Loans for residential real estate projects with terms from 12 - 48 months ▪ Loans for real estate projects in a variety of sectors ▪ Preferred or common equity investments for long - term assets
27 ACQUISITION CORP. 27 For further information, please reach and access: [email protected] http://ir.dd3.mx/
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