Azzas 2154 S.A. (BVMF:AZZA3)
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M&A Announcement

Feb 5, 2024

Alexandre Birman
CEO and CCO, Arezzo Indústria e Comércio S.A.

Good morning, everyone. How are you doing? Welcome, everyone. It's a very proud day for all of us here. We're announcing the biggest retail operation in the past 10, 12 years. Very emblematic, where we're bringing together two big powerhouses, big people, Alexandre Birman and Roberto Jatahy, two great friends that I truly admire, where we've been together in the past 10 days, intensely working together. Actually, the entire team has been working together with us, and a lot of things going back and forth in the operation, but you can see, based on their faces, that this operation was very successful. I'd like to thank Berenguer and Quaresma, very, two very special people who made that happen. Once again, together with the entire team from both companies that made this dream possible.

It's obvious that the operation brings on absurd advantages; it's not only just on the synergies side, but also culture and intelligence. Alexandre and Jatahy, they add on to each other, very different, but very similar. They're both very passionate, they love what they do, and they will build a long-term, long-lasting relationship, and all with a lot of respect and humbleness. I believe those two things are very important. I'm very proud to be, because I was invited to be a part of the board. I've never been an external member, taking on this invitation because I want this company down in history. But I mentioned that I have very high goals, so you're gonna have to work very hard. You're gonna have to put up with me. So they are the stars today.

I just wanted to welcome everyone, say that I'm very proud of this union, and that they will continue to in history and drive entrepreneurship in Brazil and make our country even stronger. Thank you. Roberto, I'd say he's our godfather, right? And when appointing him as board member, he was the ambassador of this association, and just the beginning of a transformation. Definitely, it's great to have Guilherme with us. This makes us feel very confident. I'm very confident of the culture, and I believe it was a determining factor, being able to count on the cooperation of the entire team at XP in this process. So good morning, everyone, thank you for coming here in person. I'm sorry for the last-minute invitation. It's not what we should nor what we normally do, but there was no other way.

I'd like to thank everyone who's connected remotely as well. This is a very special moment, a historical moment, February 5, almost the same date as our IPO, February 2, my father's birthday, 13 years ago. So what we're sharing today, it goes much beyond a business combination. We are creating a new business model, a new company. This company that has come this far, the first brand created in 1972 by my father, Arezzo, and during all these years, we've been adapting, transforming, and evolving, and more recently, since 2020, this company has really taken on a different path. And we're only here because Ronnie back in 2020 joined us because they believed in our dream.

And so we can learn about building a brand platform, and now, once again, I have the honor of having Roberto here next to me, sharing this dream that's just starting. Right? Yes. I'd like to take this opportunity to thank all the partners at the Soma Group. In 2024, in this very important event, we're here, but there is a beautiful path of the Soma Group that started back in 2010, where Marcelo and Kátia hand over the FARM's keys in regards to the financial operation. So it was a relationship of trust, mutual trust, where we generated and created our own cash generation and the first model of consolidation without major tensions. And then it gained traction. We had some transactions and reached the conclusion, Alexandre, that-- and, and Kátia always likes to say that the river moves towards the ocean.

So I think we really add on to each other. We're very much on the same page in the long-term objectives for the company, both of us, you and I, and all the partners at the company are very much engaged in this project, and want to build more and grow more. Before we continue, I'd like to thank all our partners that have worked 24 hours a day in the past 10 days. Lawyers, Spinelli, BMA, of course, the banks, Itaú, and more recently, J.P. Morgan and then Bank of America Merrill Lynch, all those that have... Our entire team, Afonso, Rafael, Gabriel, who worked day and night today. Thank you all. Your work will really pay off.

About our future, we talked a lot about this topic, and all of you, as investors protect and maximize those who invest in you as a company, we also want to maximize our returns. The most important word that is synergies. Synergies you receive, how will you maximize this union between the two companies? Obviously, we'll talk about our strategic rationale, the main avenues of growth. Important takeaway here to you all is that our focus, that we've already taken on the mantra on the path to 2154. So it's generating long-term value. We're here to build a legacy for Brazil. Everything that we are creating here will go through our optimizations, categories that add on to each other, and have industrial plants complex, spearheaded by Hering, the experience in the channels. Some are more stronger in franchises and others in digital.

The ability to internationalize Brazilian fashion, and Marcelo and Kátia are doing that brilliantly. We'll learn from that. So yes, we will dig into all of that, but the main takeaway is to generate a long-term value. We are not in a hurry. We want to seize and exchanging best practices. We'll go through a very important practice in balancing out the processes and standards, strategic consulting that will help us. And the platform in terms of the platform for systems, processes and logistics, make sure that this platform is well implemented, so that in 2025, the additional revenues and the streamlining of our negotiations as a platform, will bring on leverage in revenues and bottom line for our company. So the, the initial remarks, let's start off with the presentation now. As I just mentioned, right, Roberto, an emblematic picture of Brazil to the world.

We have iconic brands, brands that generate a lot of value. Farm is already an international brand, as Alexandre Birman and Schutz. Today, you are celebrating the biggest big bang of Brazilian fashion, and it's the beginning of a new era. We should bear that in mind. This is a summary of the main ones. I'm sorry for the brands that still aren't here, couldn't fit on the slide. We wanted to be brief. Imagine what's behind the that we do every single, our creatives, which is essential when we're they think of us as a retail brand. We are about brands. We're not retailers that buy merchandise and sell, sell. We buy, we create an ability to customers to see these brands, very much well. 57 stores. I believe that that's a sort of terrorism. Fashion is more challenging.

We have a strong concern with the supply chain, so in these past years, we've advanced a lot, and today we have that strong capability of operating this, our retail, women's retail operations with confidence. It's more complex. Margin is higher, but there's the cost to everything in life. Yeah, bringing together the agility with the margin of fashion, we didn't even consider that in the math.

Roberto Jatahy
Director and Member of the Board of Executive Officers, Grupo de Moda Soma S.A.

Our goal, I would like you to share what you said Friday night. I was unsure if you were gonna say, "What is the big dream?" The big dream is Latin America, but our big dream is something global, international. Brazil has a difficulty in growing, so we have to increase our addressable market and grow with responsibility. We're not going to be sending money overseas. So I think that this is what we're going to center on, increase the addressable market, and we think about Latin America. We see a high demand on the website from other countries in Latin America, consuming our products on Farm Brazil's website. We're opening to Latin America, so we have a market. I think our mission is to increase the addressable market so that we can continue in our growth path.

We've been generating complementarity of brands, channels, and teams. We're gonna boost our omnichannel. We have more than BRL 3 billion in revenues. Additionally, we're gonna show actual gains and generating value for our shareholders in a combined company. We will provide liquidity. Our average daily transaction is BRL 130 million, which makes us very comfortable. More figures? Most people here are analysts and investors and know well the two companies combined BRL 11 billion, EBITDA BRL 1.5 billion. Net prof-- net income, 753, and very low leverage, and this will be one of our strengths. The figures in terms of employees, 21,000 employees, 34 brands, 559 owned stores, more than 1,500 franchisees, more than 21,000 multi-brand, and an active client base of 11 million. This is our print.

We're considered satellite stores, and the stores that are larger are anchor stores at malls. We have 15 average-sized company stores in Brazil, more than 20,000 square meters in the malls, and this is what we're gonna add to with our new partners. How are we gonna split up this new brand portfolio in the product categories? So our vertical in footwear accessories. We go from luxury to streetwear and casual. The brands are very well segmented with this big DNA and very strong personality. In women's apparel, we have Carol Bassi, Animale, and upscale, contemporary FARM Rio, Filó, and Farm, which is a different segmentation, and basic and jeans, where we have jeans, DZARM, and Hering. Roberto's here, we already in men's, we have two big brands, large market share, with Reserva, and with room to bring other brands.

And we still have childwear. It's a lot. It's very difficult. It's not easy, but there's a lot that we can create with the Hering to create products and leverage these brands. This is how the company is going to be organized. We're gonna share some slides for the new structure when we break down categories and then segments. They are together in terms of the product profile, so our footwear brands are here. And in the past 12 months, they generated BRL 4.3 billion as of 3Q 2023. And important information, because digital is very important. And, they have 15 million followers on Instagram. Women's apparel, BRL 3.7 billion, with, we have a large number of own stores.

Maria Filó has a little bit of franchises, but we believe that for this segment and this position, we're gonna study the possibility of franchising. That will depend on what will happen with the tax reform in Brazil, but these are brands that were handpicked. They generate a lot of value, they're well known. I'm looking for which other brand we could have in our portfolio. The opportunities of M&A in women apparel are plenty. It's more spread out, right? We can, with distributing tasks, I think it will be easier. I was in a position that I was overloaded. Governance really takes up a lot of the CEO's time. So, I'm gonna now focus on what I'm good to do. I'm gonna build good partnership relations, M&A, that are sustainable, and really bring this new partnership to this portfolio.

You can see some changes of how the company is going to be organized. Carol Bassi, obviously, now is part of this vertical of women's apparel. We did a spin-off, and Hering, since it has its own life and a product profile that is pretty much based on franchises, is now a standalone structure. Hering, with its 774 stores, there's some labels as listed here. Just a comment about Hering. I think it has two great levers. I think this is how we met, right? But I think both me and Alexandre see a lot of value in Hering. It's a larger business. I think now with merger, we have some operating efficiencies, assortment due to the different sizes of Hering.

And on the other hand, there's a lever that Alexandre will be able to contribute greatly, which is rebranding and repositioning the brand. I think that will bring up value. It will be spread by Thiago Hering, and we're gonna raise the bar and make the brand fresh, more refreshed. And with autonomy and a different focus, and Roberto focuses on women's apparel, it will work well. And now, in our menswear, our inorganic merger in 2020 under Ronnie Meisler, these are the brands. You can see AR&Co. 217 stores and 6 million followers on Instagram. So we have 23, 27, 32 million followers on Instagram, and we have several followers in common. We have 25 million people that follow our brands on social media.

Now, speaking of the main synergies, and we're sure that it will generate long-term value for the shareholders. We talked about the evolution of the channel. What Anderson did in the 1990s was unheard of. There was never a company like Arezzo that has the know-how of developing technical products with partners, suppliers, and our own plants, and a lot of agility. Our motto was always speed. Apparel is different, but Brazil has the projection from cotton to thousands of producers, and this will be mid to long term, but our main focus is to speed up the response in this supply chain. What we're very confident on, and 2023 at Reserva Co, we've been very strong. Internationally, the fashion brand, especially luxury, is 20%-30% of their revenues coming from footwear and accessories. So we're gonna start a multi-structured journey.

There are several technical difficulties, but the expertise from 100 years of Arezzo&Co will be used on these amazing brands that are revenue relevant manner. We have an opportunity in global FARM. The United States market put high demand, and due to our technical capacity, we wouldn't be able to deliver a product that was suitable. I think that now, in terms of design and ideas, that is very well built under Kátia, and it's very well done by Arezzo. Yes, Kátia is gonna have the shoemaker, Alexandre Birman, on her side. And a lot of you who are part of Schutz, we're gonna make a lot of new shoes. Managing franchise channel. Managing franchise, especially for fashion, is a huge challenge. It's not two companies.

You have usually, the franchisees, an individual that has personal issues, and we have to have a close relationship. Arezzo and Hering are the largest franchises, and with exchange of best practices, this will strengthen us in managing franchises. And this is a very important part of the job, especially with the receivables and with the tax reform. Store that under the simple tax bracket. That will be an issue. So there's a playbook to be done of franchising celebrations and some other brands, and create huge synergy between the two largest fashion franchises in Brazil, Arezzo and Hering. Optimizing DNA, we're gonna streamline our operations. So all of you, as of today, the largest rent lease in malls, buying, shipping, omni deliveries, we have dedicated routes.

Shipping is a very important part, and I think we have a lot of work to do and a lot of value to remove from here. I love the industry. From 1972 to 1991, I was just operations. Schutz also was operations. We're gonna focus on using Hering's industrial park from weaving all the way to sales.

Alexandre Birman
CEO and CCO, Arezzo Indústria e Comércio S.A.

Well, with that, this is a summary. From now on, we are consolidating the biggest brand, fashion brand, fashion brand platform in Latin America to offer long-term value for shareholders. The complementarity of the portfolio, we don't have cannibalism, expertise in multi-channels and multi-geographies, and especially the digital potential. This is a summary of the transaction. So this is a summary of the transaction, so this is already public domain. We'll call in Steve for Q&A. So 66% of the base of Arezzo, 40% Soma.

...This is a new company that's being born now. We will have the formal execution of the integration. Roberto invited me to take on the position of spearheading this company, and he will continue to spearhead women's apparel line. So we have the shareholder agreement, 10- to 10-year term, and then we have the shareholder agreement. The terms would be an incorporation of Soma into Arezzo&Co, so shareholders will receive 0.12% shares from Soma to reach the that share. As reference shareholders, Roberto and myself agree, and the shareholders, we take on the commitment so that each one would elect two members, board members. Well, actually, one and one independent, that will represent the minority shareholders, and we will pick the chair together. There's one point here that I'd like to mention.

When Alexandre said that I invited him, that I gave him that honor, I have to say that there's a very important distribution of tasks. You can't do everything. With the Hering acquisition, we've clearly realized the time allocation. You allocate time here and there, and effectively wouldn't have the correct agenda. So I did, in fact, invite Alexandre to take that on. He's a great guy to navigate all of that and take IR and governance away from me, will let me really leverage the vertical of women's fashion. We're not disputing the star role here. The focus is to generate value, and that's how we agreed here. Long-term, Marco and Alexandre, myself and all partners in the company, there's something that's much above that. That's all our net worth in the company and the long term. We're really focusing on generating value for our shareholders.

So the share after we sign the association, so Arezzo, 21%, for Soma, 16.45%, and then we have another block with 37.75% of the new company, other shareholders, 62%, maintaining that share in the post deal. This is the NewCo that's born now and takes away many relevant issues. That's a result of 3 years of negotiation. When we disclose and announce a deal like this, it seems like we're caught by surprise, but actually, we've been talking how many meetings? Over 15. Not to mention all the phone calls about how we would adjust things in governance, and now we've achieved a model that's very good to me, and it's a model that will generate more value. So this is for information here. So we have four companies that gave origin to the NewCo.

These four companies will maintain their individual culture. They will have an intended vertical. We're inviting Luciana Wodzik to, Wodzik, to join the Birman family. She's not the founder, and the only one that's not the founder, she'll be of that. Congratulations, Luciana. Independently, in the legacy culture of Arezzo. Roberto, start off with a pan style. Her photo is almost perfect. Roberto is the CEO of the Soma legacy for Hering, running that important vertical that we know that we have an opportunity to capture more value in the brilliant way that they know how to attract talent like Cris Barros, João Diniz, and Foxton, and you know how to add that, and Foxton will go on to Rony. And Roberto, completely focused on women's fashion. And Rony Meisler, he creates value in men's apparel and lifestyle. He really knows how to do that.

Being a new company, completely independent, and I had the pleasure of talking to Fábio many times last week and yesterday with Thiago, new spearhead, independently bringing on the entire legacy of that was learned with Soma and everything that Soma can do to generate brands. So now independent with his company, with an independence in Arezzo, and even more in this case, because we've built a platform. And then four C-levels that will provide services to these brands. Each brand will have a position, a director, a business partner, so the CEO in operations and logistics, CTO, handling infrastructure, technology, infrastructure and digital sales. CHRO, will handle people, people in management, culture, governance, and sustainability. And our CFO, who will look at the whole, having business partners in each one of those verticals and looking at all our financial management, market relationships and strategic management.

That's the NewCo. It will receive a name in the next four months, so the culture will be for NewCo, and then we have the individual cultures of Arezzo&Co, R&Co, AR&Co, excuse me, and Hering, and they know how to develop their businesses. They will be independent, and NewCo will create, will create the knowing, the principles, vision, mission of that huge legacy that we're creating as of today. To conclude the presentation, this is the timeline. This evening, we're celebrating the execution of the association agreement, and that's what we're announcing here today. There's strong work to do with our legal team. So first half of 2024, we'll have that approval in the general shareholders meeting. And then first half of 2025, that's a limit date of approvals.

That's on paper, we know that will happen before, and conclusion of the transaction in 2025. So we also believe that that will be earlier. Now, I'd like to open for Q&A. I'd like to invite Rafael and Gabriel to join us. Can we get 4 chairs here, please? Roberto, let's go for it. Ronnie? 4 chairs, please. We need another one, please. Okay, we have open questions. Our assistants have microphones. How much time do we have? We have 30 minutes. Can I begin? Ruben Couto from Santander. I have 2 quick questions. First of all, about the structuring of the offer, that Arezzo was announced that it would be incorporating Soma. So I'd like to know about the expectation of premium, taking advantage of the premium over Hering, if you can give us an idea about that.

The other point, Alexandre mentioned the benefits, and synergies was evolving the business model, improving the lead time. All of that seem easier to understand, but that first one, evolve business. Can you give some more details on that? Would you believe that would offer the company more agility into being products, better sales, better margin? Could you give us a more detailed summary on that point? That would be great. Okay. I'll start off, and then Gabriel and Rafael can answer. So thank you for your question. Thank you for being here with us. When you have a quick response model, you lead to, you have a lot of benefits for the business. First of all, is improving the working capital, where you have to have less inventory overall.

That's a point that we can clearly see an opportunity, especially considering that Brazil is a verticalized country, from cotton production to clothes production. So Hering is very experienced in that, and their hardware is going to be the basis of it all. But the software, which is how you connect product creation to development, to sourcing in a way that it would come out faster, that is the big thing. And the synergies that we pointed out that are more medium and long term, it will require a lot of belief from the people which was aligned with leadership, and through Hering, we will have that beginning because they're the most verticalized in procurement. And then women's apparel, where you have more implications, will have medium and long-term transformation.

But the main brand in women's fashion, which is FARM, and shorten the time from creation to product in the store and having all of that to have full price sales, that's the process that is extremely complex, but is one of our biggest assumptions in generating long-term value for our shareholders. Thank you for the question, Ruben. The structure that was assessed and developed together with our tax and legal consultants involves the incorporation of the company and not the shares. Otherwise, we would have higher taxes, income tax, and the incorporated part would have higher tax, income tax at the base, and that wouldn't be necessary because we have relevant premium that Soma is carrying from the Hering acquisition of BRL 3.6 billion. It's in the balance sheet, you've seen that.

It wouldn't really make sense to generate that cost pressure for the shareholder base on day one. We decided to go for a company incorporation in that. We started off with operations, less operational impact, and Arezzo&Co has heavier operations because it has more business and companies in it. In addition, there's a tax matter issue with interest on own capital. And we can, and we can't forget that we can adjust that also, and that doesn't affect cash generation in considering the premium. The net worth is higher in Arezzo&Co, it's higher, so it's gonna lead to interest on own capital. That also helps us in these main movements. Thank you. Congratulations on the transaction. My question is about governance and alignment. Apparently, you've advanced a lot.

15 meetings, many phone calls to understand, because there are two houses of brands, but with—you have different characteristics, Jatahy's characteristics and Alexandre's, and many leaders in the vertical. So I'd like to understand how the vertical heads are in line and understand that. And we also heard from Pedro that Farm, I mean, he would be one of the board members and the other. Well, that's a lot of two topics. Culture and governance, they're similar topics, but they are different. About the culture, that was a huge of ours, many conversations with founding partners and the way we've created the brand verticals and the legacy companies, where you have two spin-offs.

One of them, AR&Co, being completely independent because it was together with Arezzo&Co, and Hering that has more stores, more employees, so another spin-off and a lot and a very well-established culture. In spinning those off, these four companies, you can see the revenues that they generate. In footwear, BRL 4.3 billion, BRL 6.2 billion, and democrático, BRL 2.5 billion. They're big companies that will be completely independent in their management in all senses. But when we have four C-levels with a lot of experience that will support the business partner, partners in those verticals, we're creating that. And in terms of culture, that will be developed in many different hands as a new company, new holding company. So when you talk to a Gucci employee, they work at Gucci with a Gucci culture.

When you talk to the head of operations of the Kering group, they're Kering. They provide services for Balenciaga, Gucci, and other brands. When you talk to a Christian Dior employee, they have their own culture, their Dior. When you talk to someone from LVMH, they have their own culture, and that's what we're creating. This group that will have a name in four months and their own culture, but in an armored way, it's respecting the individuality and culture of each one of the four verticals that start off with fourth. We may have a fifth, a sixth. And the way we develop this structure, this company, is ready for a plug-in play of other business verticals, and that's the most important aspect. In terms of governance, now I'd like to ask Roberto to talk about that.

He has a lot wide experience, and Sachete and Gabriel to give us more flavor in the agreement, shareholder agreement, association agreement, and how that will work.

Roberto Jatahy
Director and Member of the Board of Executive Officers, Grupo de Moda Soma S.A.

The proposal of governance was already tested inside Soma. We have a very clear budget with the board and the company CEO, and with that budget, we allocate the resources according to decisions and also money for investment for HBU with a lot of autonomy. We have protective measures for the brands. We're going to replicate that on the verticals. We have a very clear division between where's the autonomy of that business CEO, a commitment in generating cash and results. But we're gonna do that in a way that they believe in what they're doing, and each one has their own style. They can generate value in their own manner. It's worth mentioning our talk a year ago at dinner when we talked about the culture. You-- we're talking about the principles, and that's the base of everything. I like that.

Yeah, sometimes we have different cultures in the company, but it's important to have principles. People that have sometimes people have different principles and values from you, and you can't really work together. And in an M&A process, we can identify very clearly the principles of our partners, and that's a very sensitive matter. In culture, I think we have to respect that each brand inside Soma, if we look at Farm's culture with Animale, they're completely different, when we merged in the past. And respecting a culture, but having great alignment on the goals and values of each one of the partners, we achieved results. And with this methodology, we thought about these BUs with the same criteria, autonomy, culture of each one of the brands. Of course, Alexandre will be responsible for looking for synergies.

He will be the person who will look for these synergies, but always respecting what each brand thinks is best for itself. As for the shareholders' agreement, I think we have two major points. First, an element in the long term. No one is thinking about one, two, three years ahead. We want to generate share value for the shareholders in the future. It's time to unlock value on a bigger company, a more structured company, so it has a combined generation of value that is great for everyone. That ends in 10 years. That's the time necessary to build this culture together and work together. I think we learned a lot with Hering. The greatest generation of value depends on people, and this cultural integration is key for us to work on D plus one. And this takes time, it's not overnight.

We need time working and growing and knowing each other. So how is this designed, this? In the first five years, 25% of the shares, and after that, between years 6 and 10, the other 75%. And why that? Because we think that after five years, we have unlocked the value generation. So that's how the journey is. A little bit more locked in the first five years, and then unlocking them after year 6. In addition to that, I think it's the time that we still have to learn to be creative, that brand is sovereign to their creators. I think one of the goals that we have, Soma plus Hering, myself, and Kátia, we're concerned in leaving a legacy of brands that are 100, 120 years old.

Maybe we're in a hurry to achieve results, but we have to be diligent in creative association. It happens in time. Like we have in-house, the case of Arezzo, and today, it's spearheaded by an amazing team, and they were able to be successors, and the brand now is much younger than it was in the past. Let's talk about the board constitution, which was interesting. The parties agreed to recommend three, nominate three members for each from each party to the board, and together, they chose the board chairman. So this will be made by the Birman family block. It's a new story. We're gonna choose the best board members. Of course, we have rights in the contracts that we're gonna look for the best way to do this. Congratulations for the merger.

I wanted to ask Alexandre as the CEO of this powerhouse of brands. How will you allocate your time and navigate between these parts? Roberto said that you have a huge potential to leverage the growth of the company. You answered the first question with your second question. So speaking about the four business units, I'm gonna start with the one that is more mature in terms of leadership and management, and where I worked hard in the past few years and is ready to have more and more independence. We have 6 annual meetings, 2 focusing on collection, 4 focusing on results. So the one that I'm gonna allocate less time in is AR&Co. Luciana just took over Schutz. We've been talking a lot about Schutz.

I'm gonna spend a lot of time with her and managing the supply chain for footwear with the speed that we use. So Luciana is very well on her way. And in the international part, that together with Farm's expertise, we are gonna exchange best practices. We didn't even put it up in the synergies, but definitely, it has a lot of value added. Roberto? Now, going back to the legacy that he created 14 years ago, together with Farm, in the strategy in managing new brands and portfolio of women's apparel, and where I'm becoming an apprentice of Thiago is at Hering. I already defined my routine with him. Roberto and I already established our agenda, so I was on the way to Campo Bom, so it's just to land there at Blumenau to talk to Thiago.

We're gonna transfer a lot of the culture that Arezzo&Co has, of a strong headquarters at Campo Bom, and use the legacy of Hering's family at Blumenau to be that powerhouse of apparel. So I'm gonna spend a lot of time with Thiago learning from him. João Soares from Citi. I would like to congratulate and the entire team for the transaction. I want to explore two points. First, if we could try to quantify things. So when we look at the low-hanging fruits that you mapped for synergy, what will be the EBITDA? Can we work on a range or reference that we can work with? Considering what is tangible. The second point is about expansion we have in our minds for how does this change in the short and long term? About your questions.

Short term: we need our dream team structuring, using the best governance possible. Looking at your question about quantifying the value generation, I can't give you a, a figure or even a range. You can make the assumptions that you find-- that you think that are fitting. But the first low-hanging fruit... I'm sorry, the sound isn't reaching us, so we apologize for any problems. We see Arezzo&Co as if we had license for footwear for Reserva. The technical team, the entire team, logistics for shoes. Everything that was approved and is successful will be applied. We have a well-structured... So we're at a very important moment for-- and shoes and accessories will have Animale at the moment, so that is more quantified. The numbers are very obvious. We're gonna improve our efficiency.

When you go to G&A, we don't have a short-term play here. We're gonna do the negotiations together. We have an incredible know-how for franchises from Hering and Arezzo.

Alexandre Birman
CEO and CCO, Arezzo Indústria e Comércio S.A.

And then go through a process of refreshing the franchise and integrate that together, and also give the vision that you, you can manage brands and maintain the purchasing brand experience, even if it's a franchise operation. So that's a process that we'll just start small, test that out, feel how it's gonna work, and legacy—for the legacy brands that are still not in the franchisee channel. So and what was mentioned before by Ruben, about bringing in a fast response—response management model for apparel, that's more in the long term, and we would have synergies in that sense as of 2025. 2024 is a year to follow the plan that was established. We're not in a hurry. It's short-term levers, so—and we expect to launch the categories and the brands that I mentioned.

So we're gonna start off with the low-hanging fruit and for 2024. So this has been planned for a while now, and in this cycle, without advancing to the other side, but looking at each synergy and bringing in the expertise of an entire group and quantifying, putting that on paper, and testing that in our strategic committees and internal evaluation committees that we have in the company, as well as external knowledge, so that we could reach today with the facts that we will have synergies. We're not going to talk about the figures yet, but we do have important synergies, and the focus of our management and all group brands would be to capture that without losing the brand independence and identity of the culture, and not culture, and not worsening the brand, always improving.

The best synergy will come from revenues, the gross margin level sharing here, and one little thing is important, we will save, but if we can grow 5% the math, everything will pay off. So anything in 5% that we will get in same-store sales will really be worth it. Oh, you could talk about Soma. No, I'll let Gabriel do that. I'd like to add. You mentioned that perfectly. I would only mention one thing, that something's missing in the presentation. As we mentioned G&A, but when you look at things, there's less value in G&A, in back office, admin. Obviously, you can always capture something, but that's not where the value is at. As there's an opportunity, I wouldn't say a reduction, I'd say an optimization.

So like was mentioned, it was mentioned before, we don't want to reduce our expense allocation to sell more. We want to optimize to make that better. So I'd think of S as something significant in the company perspectives moving forward. So I'm sorry, I have to be the timekeeper here. It's 12:25 P.M. BRT. Tomorrow, we should have comments with another large bank and Roberto and IR. We're looking for a slot to be a part of that, mainly focused in Q&A, 'cause today the presentation was given. Our teams would be ready to talk to all of you. We have five more minutes before we end, and I'd already like to thank you all that are present and everybody who's attending remotely. Any more questions?

Celso Masson
Former Editorial Director, IstoÉ Dinheiro

Good morning. Congratulations. I'm Celso Masson. I'm Director at IstoÉ Dinheiro. I'm a journalist, not an investor.

Alexandre Birman
CEO and CCO, Arezzo Indústria e Comércio S.A.

We have a session specific for press, for the press.

Celso Masson
Former Editorial Director, IstoÉ Dinheiro

Okay, but could you give us a spoiler about the company name? I know that the four companies will remain, right, within their own structure, framework. So is there a name for the new co? Are you thinking of that? Are you going to respect the four months?

Alexandre Birman
CEO and CCO, Arezzo Indústria e Comércio S.A.

Yes, we're gonna take our time. I know there's a lot of anxiety, right, Kátia? A lot of creativity from our teams. They're very strong. We have strong creatives. We have many ideas. We're gonna have a group of people here that are very creative, and in addition to the name, more importantly, are the principles, mission, vision, values of the new co. So we'll be very careful in choosing that, and it'll be ready in four months. Okay, I guess that's it.

I'd like to conclude, Roberto, would you like to make closing remarks? I would like to say that all of us are very excited. We've had many meetings, Marcelo, Kátia, and talking for here with Kátia as well, so we can have a company that's very cohesive and very happy about all of that, and always very much focused on the results. That was the main concern, the governance and culture, and I think we were able to address that very well. Today, we have a big company, big scale, with a foot outside Brazil. Very concerned about that already because of the size of the company. Today, we're the biggest house of brands in Latin America, so we can also have licensing for Brazil of other assets, and you already have that.

You have Vans as a successful case, but the more we have, the bigger we will get and more trust we will have. There's some relevant players abroad that we could operate in Brazil, and they could feel confident about that. So this is a historical moment. I'd like to thank my family, all our partners that have trusted in us, this decision, our boards, that during all these years have worked correctly in governance. I'd like to thank you for the trust you have in us, our teams, and thank you, our investors, to say that what we are building here today will generate a lot of value for our business.

But even more than that, Roberto and I have a dream to generate value for Brazilian fashion that has been hurt for so many years, and we are committed with hundreds and thousands of brands and billions of employees in such a very important industry in Brazil. That's our commitment, so that fashion in Brazil will take the place it deserves with a lot of value. Let's do it on the way to 2154.

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