Transaction Summary

DD3 Acquisition Corp. has entered into a definitive transaction agreement with Betterware de Mexico.

Transaction Highlights
  • Enterprise value of approximately ~US$367 million (EV/2019P EBITDA multiple of 8.6x).
  • Current Betterware shareholders to remain ~80% owners of the consolidated company, while public investors and DD3 shareholders will own the remaining stake.
  • Closing of the transaction expected in the fourth quarter of 2019.
Key Terms
  • ~US$56.2 million from DD3 Acquisition Corp’s cash in trust1.
  • Initial ~US$26mm primary proceeds will be deployed for capex, a new distribution center, possible deleverage and corporate purposes.
  • Issuance of at least 28.7 million shares and up to US$30 million cash consideration to current Betterware shareholders.
Governance
  • Current Betterware’s management will continue to run the business of the combined company, and Luis Campos and Andres Campos will continue to act as President and CEO.
  • Martin Werner and Guillermo Ortiz will be members of the board of directors.
Other Details
  • Combined company to be named Betterware de Mexico.
  • Betterware will report under IFRS basis and is expected to be listed on Nasdaq.
  • DD3 shareholders’ approval required.
  • Proxy expected to be filed on August 2019.
1. Assuming no redemptions from trust account

Transaction Use of Proceeds

Sources (US$ in millions)
DDMX Cash in Trust2 $56.2
Target Rollover Equity $287.0
   
   
Total Sources $343.2
2. Balance as of March 2019 assumes no redemptions in connection with business combination.
Uses (US$ in millions)
Payment to Seller $30.0
Target Rollover Equity $287.0
Cash to Target $22.2
Est. Fees & Expenses $4.0
Total Sources $343.2

Pro-Forma Ownership Structure

(in millions)



Ownership

BTW Shareholders
28.70
SPAC Shareholders3
5.57
Sponsor Shareholders
1.63
Others 0.03
Total Shares Outstanding 35.92
3. Assuming no redemptions from trust account