Gafisa acquired AlphaVille Urbanismo, Brazil's largest developer of planned communities. The acquisition was conducted over 5 years in 3 phases, with Gafisa paying cash and stock. AlphaVille strengthens Gafisa's position with its leadership in planned communities, strong brand, and large land bank. The companies expect future synergies through cross-selling, geographical expansion, and financial optimization.
Gafisa Acquires AlphaVille to Strengthen Position in High-Growth Housing Market
1. Gafisa Acquires AlphaVille Urbanismo
Conference Call
Sao Paulo, October 3rd, 2006
AlphaVille Developments
AlphaVille Graciosa - PR AlphaVille Fortaleza - CE
Vila dos Ingleses - MG AlphaVille Campinas - SP
Investor Relations Contact:
Gustavo Felizzola
ir@gafisa.com.br
Conference Call
São Paulo October 3rd, 2006
12PM (Brasilia Time), 11AM (US-ET) 1
Phone: +1 (973) 935-8757
Code: 7947080
Webcast: http://www.gafisa.com.br/ir
2. AlphaVille Strengthens Gafisa’s Position as a Premier Growth Opportunity
Industry Leadership and
Strong Brand
Recognition
Professional Management
Robust Housing Growth and
Established Organization
World-class Shareholders
Geographic and the Highest
Diversification Standards of Corporate
Governance
Efficient Business Model
and Strategic Land Bank
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3. AlphaVille Urbanismo
AlphaVille Urbanismo is the largest and only nationwide community development company in Brazil, with no
major competitors to date
The Company transforms large rural acreage into urbanized lots, developing all required infrastructure
(water, sewage, electricity, roads), as well as facilities such as sports club, high-rise monitored fences, for
subsequent sale
AlphaVille does not get involved in the construction of the houses, which is done by the buyers
AlphaVille’s residential communities (lots) are targeted at upper and upper-middle class families in the
outskirts of metropolitan regions throughout Brazil
Characteristics of an AlphaVille Community1
Residential Area Parks
Residential Area
Business Area AlphaVille Club Business Area Residential Area
Multi-family Area Golf Course
Note (1): Based on AlphaVille Graciosa (located in Curitiba, Paraná) 3
4. Financing the Transaction
Gafisa will acquire 100% of AlphaVille over the next 5 years
The transaction involves the purchase of 100% of Alphaville’s shares for cash and stock
divided in 3 phases as described below:
Phase 1 – acquisition of 60% of Alphaville shares for R$20 million cash at the date of the
closing; and issuance of 6,477,718 new Gafisa’s shares @R$28.05 valued at
approximately R$181.7 million to current Alphaville shareholders;
Phase 2 – acquisition of 20% of Alphaville shares in exchange for Gafisa’s shares 36
months after the closing of the transaction;
Phase 3 – acquisition of the remaining 20% of Alphaville shares in exchange for Gafisa’s
shares 60 months after the closing of the transaction;
The share price Alphaville for the 2nd and 3rd phases will be calculated based on valuation
done by an independent institution based on the Discounted Cash Flow Method.
Alphaville shareholders are expected to own approximately 5.9% of Gafisa after the 1st phase
of the transaction.
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5. Attractive Valuation
Multiples Analysis
Gafisa's Financials (R$ million, as of June 30th 2006)
# shares (mm) 102.6
Minority Interest 0.0
Net Debt (Net Cash) (147.0)
Enterprise Value (EV) 2,744.1
EBITDA 2008E (1) 271.3
Earnings 2008E (1) 218.4
Note (1): Based on Analysts Consensus Estimates (Deutsche Bank, Itau, Merrill Lynch, UBS)
EV / EBITDA
Transaction EV / EBITDA 2008E 5.9x
Gafisa's EV / EBITDA 2008E 10.1x
Discount over Gafisa´s Multiple (2) 41.6%
P/E
Transaction P/E 2008E 7.6x
Gafisa's P/E 2008E 13.2x
Discount over Gafisa´s Multiple (2) 42.2%
Note (2): Based on Gafisa's stock price of R$28.05
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6. Attractive Economics
The segment presents higher margins and lower cash exposure than that of residential buildings
The Gold-SP Blue -RJ Side Park - SP Lorian - SP
High-End Middle and Mid-High Affordable Entry Level Residential Lots
Size 100 to 500 sq.m 70 to 150 sq.m 45 to 65 sq.m 100 to 1,000 sq.m
# of Units up to 100 150 to 300 100 to 500 100 to 400
Price Range Above 400K R$ 150k to 400K R$ 70k to 130K Up to 300k
Household Income¹ Above R$150,000 R$ 70,000 to R$150,000 R$ 32,000 to R$ 62,000 Diverse
Commercial Banks and 100% CEF (directly to
Financing Provided by Gafisa Provided by Gafisa
CEF buyer)
Average Price sq.m Above R$3,600 R$ 2,000 to R$ 3,600 R$ 1,800 to R$ 2,000 R$ 150 – R$ 800
% of Gafisa Launches in
19% 62% 2% 10%
2006²
Typical Project Margin 37% 31% 28% 44%
Cash exposure / Total Sales 30-35% 10-15%
Notes: 6
¹ Annual household income. ² Gafisa has commercial buildings which accounted for the remaining 7% of the 2006 Launches
7. Unparallel market positioning
With its Strong Brand Recognition and Nationwide Presence, AlphaVille has no Comparable Competitor
AlphaVille’s National Reach Leadership position: Alphaville is the uncontested
leader in the segment
Proven track record: The AlphaVille concept has been
very well accepted throughout the country, present in
35 cities and 16 states
Strong brand: A recognized high-quality
infrastructure, high-quality after-sale customer
service, and efforts to create a strong sense of loyalty
and community between its clients are among the
characteristics that the “AlphaVille” brand carries
within its target markets. This strong brand allows it
to charge a premium over its competitors in every
market it competes and facilitates new partnerships.
Some of AlphaVille’s Awards (2005)
AlphaVille
Gafisa
Top de Master Superbrands FIABCI Pop List
Marketing Imobiliário
2005 2005 2005 2005 2005
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8. High Entry Barrier Segment
The segment is characterized by a long approval process for new developments…
Partnership / Approval
Prospective / Marketing
Land and Construction Occupation
Strategic Analysis & Sales
Acquisition Registration
3 years 1 years 2 years
Prospective / Analysis involving legal, environmental, urban, technical and market aspects (e.g. price,
Strategic Analysis demand, competition and adherence to concept) to opportunistically invest in
Partnership / Land Signature of a Partnership Agreement with the land owner or a selective acquisition of
Acquisition the land
Development of a detailed Master Plan to be submitted to authorities for approval
process
Approval and
Registration This process takes on average 3 years (compared to Gafisa’s 6 months) and involves
interactions with Federal, State and Municipal authorities, thereafter the development
is registered at the municipality and is ready for commercialization
Marketing
After the launching, AlphaVille starts pre-selling the units during the construction phase
& Sales
(similar to Gafisa)
AlphaVille works as Construction Manager with the construction outsourced with third-
Construction
party companies
In the last phase, clients are free to build their houses and AlphaVille support the
Occupation
establishment of the community’s “management council”
It is unlikely that any competitor would be able to replicate AlphaVille’s
current position and strength in the near future
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9. High growth with relatively low risk
AlphaVille has a sizable and virtually non-replicable land bank with a potential PSV of R$2billion
Land Bank¹
%
Usable Area Future Sales
Potential Units acquired
(sq.m) (R$000)
by swap
Southeast 4,926,325 9,213 1,138,151 93%
Northeast 2,626.057 3,461 566,646 100%
South 746,533 1,430 155,278 100%
Mid-West 502,757 926 104,954 27%
North 162,121 438 32,424 100%
Total 8,963,794 15,467 1,997,452 92%
¹ As of 06/30/06
Between 2006 and 2010 the Company expects to launch 46
developments, of which 42 are already in the land bank
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10. This combination offers attainable synergies
We expect both companies to benefit from future synergies
Cross-selling opportunities of Gafisa’s residential buildings in AlphaVille’s lots
Utilization of AlphaVille’s wide experience with local authorities and business partners in
over 35 cities in 16 states to further accelerate Gafisa’s geographical expansion
AlphaVille will greatly benefit from Gafisa’s financial expertise, allowing it to optimize its
capital structure and provide customers with better products
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11. Selected Combined Operating Data (Pro-forma)
Gafisa Alphaville Gafisa + Alphaville (Pro-forma)
(R$ million, except when
indicated) 2003A 2004A 2005A 2003A 2004A 2005A 2003A 2004A 2005A
Number of Launches 20 11 21 3 4 4 23 15 25
Launches (R$ '000) 377.356 206.942 651.815 57.415 141.521 176.492 434.771 348.463 828.307
Usable Launched Area (m2) 179.437 133.393 514.068 656.720 1.151.898 1.170.096 836.157 1.285.291 1.684.164
Price per sq.m (1) 2.701,0 2.725,0 2.768,0 146,6 200,2 263,7 na na na
Number of Units 1790 1132 2446 687 1089 1555 2477 2221 4001
Note: (1) Price per sq.m for Gafisa excludes lots
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12. Governance at AlphaVille
Alphaville’s capabilities will remain with the company after the transaction is complete.
Nuno Luiz Alves and Renato Albuquerque will retain 40% of Alphaville going forward
Nuno Luiz Alves will remain as CEO
Alphaville will operate as a subsidiary of Gafisa
Alphaville’s Board of Directors will be composed by 5 members of whom 3 will be indicated
by Gafisa. Nuno and Renato will be the other two board members
Gafisa will seek shareholder approval for the indication of Mr. Renato Albuquerque as a
Board Member of Gafisa.
Gafisa’s Pro-Forma Corporate Structure after Consummation of the Transaction (Phase 1)
Gafisa S.A.
60%
SPE A SPE B SPE C ... Gafisa Vendas Alphaville
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13. AlphaVille Strengthens Gafisa’s Position as a Premier Growth Opportunity
Industry Leadership and
Strong Brand
Recognition
Professional Management
Robust Housing Growth and
Established Organization
World-class Shareholders
Geographic and the Highest
Diversification Standards of Corporate
Governance
Efficient Business Model
and Strategic Land Bank
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