Monthly M&A Insider

A mergermarket report on global M&A activity Monthly M&A Insider MAY 2010 CONTENTS

Global overview 01 Americas: Latin America 06 North America 14 Asia-Pacific 24 Europe 35 middle east & africa 47

mergermarket Monthly M&A Insider

Part of The Mergermarket Group www.mergermarket.com

80 Strand 895 Broadway #4 Suite 2401-3 London, WC2R 0RL New York, NY 10003 Grand Millennium Plaza United Kingdom USA 181 Queen’s Road, Central Hong Kong t: +44 (0)20 7059 6100 t: +1 212 686-5606 t: +852 2158 9700 f: +44 (0)20 7059 6101 f: +1 212 686-2664 f: +852 2158 9701 [email protected] [email protected] [email protected] global overview glob a l overvie w The global M&A market has witnessed a brisk start to the second quarter of the year with a total of 654 deals coming to the market in April, carrying an aggregate disclosed value of US$125.04bn. While large-cap deal flow over the first quarter of 2010 featured several emerging market plays, particularly in the South American and African TMT space, recent activity has increasingly centred in more traditional areas of activity. Seven of the top 10 announced deals so far seen in the second quarter have taken place in North America, an encouraging sign of for the US and Canadian economies.

The largest such transaction was announced in the US Elsewhere, private equity acquirers have had a busy start telecommunications sector and saw Century Link agree to to Q2, undertaking a total of 100 buyouts across the globe, acquire Qwest Communications for a total consideration of worth a collective US$14.65bn. A number of sizeable US$22.15bn. The deal, which will create the third-largest firm transactions have been brokered with the average buyout in the space after AT&T and Verizon, is not expected to close deal size currently standing at an instantly calculable until the first half of 2011 with mergermarket intelligence US$146m for the quarter. While this average value figure suggesting that regulators, particularly at state level, are likely could trend downwards over the course of May and June, to heavily scrutinise the deal. it currently stands as the highest quarterly seen since Q4 2007, highlighting to good effect the asset class’ increasing Regulators are reportedly keen to avoid a repeat of FairPoint willingness to do deals at the top end of the market as Communications’ 2007 US$2.72bn acquisition of certain economic visibility continues to improve. Verizon assets in Maine, New Hampshire and Vermont which resulted in FairPoint eventually filing for bankruptcy due to its The two largest deals private equity-related deals in April significant debt burden. The CenturyL ink/Qwest tie up is an were both witnessed in the US Industrials & Chemicals all stock offer although regulators will likely look at the capital niche. In a take private valued at US$1.5bn, Cerberus Capital structure of both firms and CenturyL ink will have to give Management acquired DynCorp International while TPG reassurances that service quality will not deteriorate Capital acquired American Tire Distributors from a consortium post-deal. of investors including Berkshire Partners for US$1.3bn. With established markets in Europe struggling to shrug off While recent activity has moved to more standard areas of the effects of the financial and sovereign debt crises, it is dealmaking, it is telling that cash-rich emerging market encouraging that North America is showing robust signs of corporate acquirers have remained involved on the buy-side continued recovery, endorsed by the M&A strategies of both of transactions. The top deal saw Sinopec International corporate and private equity players. Petroleum Exploration and Production Company, part of Chinese state-owned enterprise Sinopec Corporation, acquire a 9.03% stake interest in crude oil producer Syncrude Canada by Tom Coughlan, Remark from ConocoPhillips for US$4.65bn. The sale is part of ConocoPhillips’ US$10bn divestment programme, aimed at reducing the company’s debt.

Head of Research – Elias Latsis Global overview: Tom Coughlan Editor – Anna Henderson Latin America: Matthew Albert North America: Aksana Fitzpatrick and Irina Arefyeva For advertising opportunities contact: Asia-Pacific:Debbie Jung, Shunsuke Okano and Maggie Cheung Erik Wickman Europe: Samuel Tedjasukmana and Damien Julliard Tel: + (1) 212 6863329 Middle East & Africa: Petra Witowski , Lars Lundqvist and [email protected] Marie-Laure Keyrouz

Monthly M&A Insider 01 Trend graphs

GLOBAL M&A quarterly trend glob a l overvie w value volume

1,400,000 4,500

4,000 1,200,000

3,500 1,000,000 3,000

800,000 2,500

600,000 2,000 alue (US $ m) V olume of deals V 1,500 400,000 1,000

200,000 500

0 0 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 10 10* 04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 10 10*

GLOBAL M&A quarterly mid-market trend

value volume

140,000 2,000

120,000

1,500 100,000

80,000

1,000

60,000 alue (US $ m) V Number of deals

40,000 500

20,000

Moving average trend line

Monthly M&A Insider 02 Trend graphs

GLOBAL M&A quarterly private equity trend glob a l overvie w value volume

400,000 800

350,000 700

300,000 600

250,000 500

200,000 400 alue (US$m) V Number of deals 150,000 300

100,000 200

50,000 100

Global buyouts Global buyouts

Global exits Global exits

GLOBAL M&A Sector Breakdown YTD 2010

value volume

0.7% 0.4% 2.5% 1.1% 2.6% 0.7% 1.5% 2.8% 10.2% 2.7% 1.4% Industrials & Chemicals 3.8% 18.4% Industrials & Chemicals

TMT 4.4% TMT 10.8% Consumer Consumer 17.2% Business Services 7.3% Business Services

Financial Services Financial Services 14.3% Energy, Mining & Utilities Energy, Mining & Utilities

Pharma, Medical & Biotech 10.3% Pharma, Medical & Biotech

Construction Construction 21.9% 10.1% Leisure Leisure

2.9% Real Estate 10.5% 12.8% Real Estate

Tr ansportation Tr ansportation 17.6% 11.1% Agriculture Agriculture

Defence Defence

Monthly M&A Insider 03 Trend graphs

GLOBAL M&A deal size breakdown glob a l overvie w

value volume

2,500 9,000

8,000

2,000 7,000

6,000 1,500 5,000

4,000

alue (US$bn) 1,000 V Number of deals 3,000

2,000 500

1,000

0 0 H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 H1 H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 H1 2004 2004 2005 2005 2006 2006 2007 2007 2008 2008 2009 2009 2010* 2004 2004 2005 2005 2006 2006 2007 2007 2008 2008 2009 2009 2010*

> $501m > $501m

$251m-$500m $251m-$500m

$101m-$250m $101m-$250m

$15m-$100m $15m-$100m

$5m-$14.9m $5m-$14.9m

Value not disclosed

Monthly M&A Insider 04 M&A Insights FASB eyes possible "Big Bang" implementation of new standards Are your deal teams ready?

The Financial Accounting Standards Board (FASB) and International Accounting Standards Board (IASB) continue to push forward with their efforts to converge U.S. GAAP and IFRS, with a number of projects slated for completion in mid-2011 followed by a possible "Big Bang" implementation of the resulting accounting standards sometime thereafter.

These developments could significantly impact the evaluation and structuring of acquisitions and dispositions in the U.S. and abroad. This new point of view:

• Highlights the early results of several projects • Provides examples of how those results could impact dealmakers • Offers tips on how dealmakers might address these possible changes in their modeling and due diligence activities.

Click here to download the full article.

For more information, please contact: Matthew Himmelman Partner Deloitte & Touche LLP +1 714 436 7277 [email protected]

For archive of past M&A Insights articles, please visit: www.deloitte.com/us/mainsights

Deloitte refers to one or more of Deloitte Touche Tohmatsu, a Swiss Verein, and its network of member firms, each of which is a legally separate and independent entity. Please see www.deloitte.com/about for a detailed description of the legal structure of Deloitte Touche Tohmatsu and its member firms. Please see www.deloitte.com/us/about for a detailed description of the legal structure of Deloitte LLP and its subsidiaries. © 2010 Deloitte Development LLC. All rights reserved. Member of Deloitte Touche Tohmatsu 06

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G t ver the first first the ver O y go y Resources, an an Resources, Monthly M&A Insider Monthly G y traded sug industr gy gy by Energy o be dominated ulf of Mexico to US trade buyer buyer trade US to Mexico of ulf G ener etrobras are not just brokering brokering just not are etrobras Latin any of Brazil and o- P bi g g nin o e g continued t ace utside of the biofuels market, wider alternative energy energy alternative wider market, biofuels the of utside bur

O America. Latin in pace fast a at growing is M&A such 12 tracked has mergermarket 2010, of months four US$2.24bn, collective a worth region the in transactions over US$911m worth transactions 11 of total a to compared alternative for appetite global the With 2009. of whole the for invest to place the be clearly will Brazil rise, the on energy market bio-energy mature relatively its given assets biofuels of producer largest world’s the as position country’s the and production. biofuels for inputs commodity soft the of many month the in region the in transaction largest the Meanwhile, Devon with space gas and oil the in market to came April of and oil off selling firm, energy US-listed the Corp, Energy the in fields gas natural by plays such While US$1.05bn. for Corporation Apache Latin the invigorate to continue will firms multinational big national acquisitive that notable is it market, M&A American significant a playing emerge, to continuing are champtions M&A activity in the region. in driving overall role as such firms Large abroad. aggresively expanding but home, at mega-deals market to come to deals largest the of one in instance, For largest world’s the of one Vale, Brazil’s April, in globally BS in stake 51% a acquired outfits, mining of Republic the in firm minign bauxite and ore iron US$2.5bn. hefty a s ’ il z ra y, B y, p sp ’s large-ca alp Energia Energia alp G etrobras will will etrobras P nificantl g ortugal’s ortugal’s si P

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etrobras has been funding these transaction by deploying deploying by transaction these funding been has etrobras Guarani, a publicl ucar in Aç announced US$915m investment boost with the gy comp onal energy roducer, by Petrobras, the nati and ethanol p America to provide biodeisel to the European market. market. European the to biodeisel provide to acquire a 45.7% stake in Açucar from the Brazil-based Brazil-based the from Açucar in stake 45.7% a acquire sugar and cereal the French Group, subsidiary of Tereos will firm the Initially, years. five of period a over processor, into US$387m pumping for return in stake 26.3% a receive Alta Cruz subsidiary Açucar’s increase capital a through US$527m further a invest will firm to option the has also Tereos while 2015, to period the in the over Açucar in (US$335m) R$600m additional an invest year. coming largest the is it as being significant, clearly is investment The the in undertaken America Latin in deal energy alternative follows it Moreover, years. two past domestic a Canavieira, Agroindustria Total in acquisition 2009. December in US$84m for ethanol, of producer P to firm the by aside set warchest, US$2.8bn its from capital acquisitions through niche biofuels the in presence its expand during the 2009-2013 period. the is space the into expansion firm’s the Underpinning for demand domestic and global growing both meet to need partly Brazil in cars as Indeed, products. energy alternative market automotive domestic run off ethanol, the growing drive will consumption ethanol future that ensures alone energy American South The fuel. sugar-based the of sales having shores its beyond opportunities seizing also is giant with deal US$530m a agreed recently Through its biofuels arm, Biocombustivel, Biocombustivel, arm, biofuels its Through America y in Latin In April, deal activit on po rt re M&A ket ermar g A mer firms LATIN AMERICA LATIN

LATIN AMERICA DEAL OF THE MONTH

Target: Acucar Guarani SA (45.7% stake) Announced: 30 April 2010 LATIN AMERICA

Bidder: Petrobras Biocombustivel SA Deal value: US$915m

Seller: Tereos Internacional Deal nature: Acquisition, Cross border, Private

Structure: • Within a period of up to five years, Biocombustivel will invest BRL 929m (US$527.44m), through a capital • petrobras Biocombustivel SA has agreed to acquire increase, to increase its stake in Guarani to 45.7%. a 45.7% stake in Acucar Guarani SA from Tereos Internacional for a consideration of BRL 1.61bn Rationale: (US$914.89m). • The transaction will enable Petroleo to accelerate their • Acucar Guarani SA (Guarani), the listed Brazil based growth in the ethanol, sugar and bio-energy markets in company headquartered in Sao Paolo, is engaged in Brazil. ethanol and sugar production. Post Deal Details: • petrobras Biocombustivel SA (Biocombustivel), the Brazil based company, is engaged in development and • guarani will be delisted and Biocombustivel’s holding management of ethanol and biodiesel production projects, in Cruz Alta will be converted into a stake of 26.3% in and is a wholly-owned subsidiary of Petroleo Brasileiro SA Guarani. (Petroleo), the listed Brazil based company headquartered • Within 12 months after Biocombustivel’s investment in in Rio de Janeiro, engaged in exploration and production Guarani, Tereos Internacional will have the option to of oil and natural gas. invest up to BRL 600m (US$340.65m) in Guarani through • Tereos Participacoes Ltda (Tereos Internacional) is a a capital increase. holding company having interest in cereal and sugar • Biocombustivel will also have the right to acquire up to sector created by Tereos Group, the France based 49% in Guarani. company engaged in processing of sugar beet, sugarcane and cereals. Conditions: Terms: • Brazilian anti-trust authorities approval.

• BRL 5.83 (US$3.31) per Guarani share. Background:

• The implied equity value of the transaction is • on 28 March 2010, Tereos Group announced the creation approximately BRL 3.53bn (US$2bn). of Tereos Internacional, a global producer of food ingredients and bioenergy. This company is a result of • The offer provides a premium of 37.3% based on Tereos Group´s decision to contribute its Indian Ocean Guarani’s closing price on 29 April 2010, one day before sugarcane assets and European cereal assets as well as the announcement date; and a premium of 24% based Guarani to Tereos Internacional, in Brazil. on Guarani’s closing price on 30 March 2010, one month before the announcement date. • on 29 March 2010, Tereos Internacional launched a tender offer to acquire the 30.7% stake it did not already own for • Biocombustivel will initially acquire a 26.3% stake in BRL 5.83 per Guarani share. Guarani for BRL 682m (US$387.2m), through a capital increase in Cruz Alta Participacoes (Cruz Alta), the Brazilian company engaged in production of ethanol and sugar and the subsidiary of Guarani.

Monthly M&A Insider 07 DEAL OF THE MONTH

Premium analysis LATIN AMERICA Offer price per share ($) -

1 day before 37.14% 1 month before 23.94% 1 day after 13.95% Pre-rumour -

Advisers Target/Seller Bidder Financial: Rothschild Financial: - Lawyer: Lawyer: PR: - PR: Brunswick Group

Monthly M&A Insider 08 Top deals & expected deals

Top 15 Latin American announced deals YTD 30 April 2010 LATIN AMERICA

Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia Deal Revenue EBITDA P/E 1-day before value (US$m) 13-Jan-10 P Carso Global TMT America Movil SA de CV 2.8% 19,358 Telecom SAB de CV 11-Jan-10 P FEMSA Cerveza SA Consumer Heineken NV Fomento - 7,692 de CV Economico Mexicano SAB de CV 13-Jan-10 P Telmex TMT America Movil SA de CV 2.6 10.6 23.6 2.2% 6,533 Internacional SAB de CV (39.30% stake) 22-Jan-10 P Polibutenos Industrials & Braskem SA Uniao de - 4,238 SA Industrias Chemicals Industrias Quimicas (33.33% Petroquimicas stake); Quattor SA Participacoes SA (60% stake);and Unipar Comercial e Distribuidora SA 27-Jan-10 P Bunge Participacoes Industrials & Vale SA Bunge Limited - 3,800 e Investimentos SA Chemicals 14-Mar-10 P Bridas Corporation Energy, Mining CNOOC International Bridas Energy - 3,100 (50% stake) & Utilities Limited Holdings Ltd 28-Jan-10 P Fertilizantes Industrials & Vale SA The Mosaic 7.2 - 2,878 Fosfatados SA Chemicals Company; (57.70% stake) Yara Brasil Fertilizantes SA 15-Feb-10 P Comunicaciones TMT Grupo Televisa SA de CV NII Holdings Inc - 1,440 Nextel de Mexico SA de CV (30% stake) 21-Feb-10 P Equipav SA Acucar Consumer Shree Renuka Sugars Equipav Group - 1,184 e Alcool (50.79% Limited stake) 12-Apr-10 P Devon Energy Energy, Mining Apache Corporation Devon Energy - 1,050 Corporation (Gulf of & Utilities Corporation Mexico Shelf Assets) 10-Feb-10 P Compania Minera Energy, Mining Mitsubishi Corporation Compania - 924 del Pacifico SA (25% & Utilities de Acero del stake) Pacifico SA 30-Apr-10 P Acucar Guarani SA Agriculture Petrobras Tereos 37.1% 915 (45.70% stake) Biocombustivel SA Internacional 26-Feb-10 L Satelites Mexicanos, TMT EchoStar Satellite - 589 SA de CV Services; MVS Comunicaciones 29-Jan-10 P LQ Inversiones Financial Citigroup Inc Quinenco SA n/a n/a - 534 Financieras SA Services (8.52% stake) 11-Jan-10 C Dufry South Consumer Dufry Group - 529 America Ltd (48.96% stake) C = Completed; P = Pending; L = Lapsed Source: mergermarket

Monthly M&A Insider 09 Top deals & expected deals

Top 5 Latin American announced deals of the month (APRIL 2010) LATIN AMERICA

Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia Deal value Revenue EBITDA P/E 1-day before (US$m) 12-Apr-10 P Devon Energy Energy, Mining Apache Corporation Devon Energy - 1,050 Corporation (Gulf of & Utilities Corporation Mexico Shelf Assets) 30-Apr-10 P Acucar Guarani SA Agriculture Petrobras Tereos 37.1% 915 (45.70% stake) Biocombustivel SA Internacional 21-Apr-10 P Banco Patagonia SA Financial Banco do Brasil SA Jorge Guillermo n/a n/a 11.6% 480 (51% stake) Services Stuart Milne (Private Investor) 18-Apr-10 P Sul Americana de Energy, Mining Honbridge Holdings Lit Mining - 390 Metais SA & Utilities Limited Cooperatief U.A.;and Votorantim Novos Negocios Ltda 8-Apr-10 P Total E&P USA Inc Energy, Mining W&T Offshore Inc Total E&P USA - 150 (Mississippi Canyon & Utilities Inc Block 243);and Total E&P USA Inc (Viosca Knoll Blocks 822 and 823) (64% stake) C = Completed; P = Pending; L = Lapsed Source: mergermarket

Pipeline of expected deals Situation Target Sector Potential bidder Financial Seller company Market cap/ est. Comments company company adviser to value ($m) bidder (B); target (T); seller (S) Auction Aguas Energy, Mining Macquarie Banco Santander US$350m Banco Santander is negotiating with a few Nuevas & Utilities Capital, buyers on the sale of Aguas Nuevas, the Chilean Morgan utility, and it is close to sealing a deal, said a Stanley source close to the situation. In February, Banco Infrastructure Santander sent out an information memorandum or Marubeni on Aguas Nuevas and bids were expected the following month, as previously reported by this news service. Likely buyers are infrastructure funds such as Macquarie Capital and Morgan Stanley Infrastructure, also previously reported. A published report in December 2009 tagged Japanese conglomerate Marubeni as a potential buyer. The source could not comment on a potential deal value, but it has been reported that Aguas Nuevas could be worth US$350m. The utility has 356,000 customers and an 8.8% share of the Chilean water market.Santander Infrastructure Fund II, which specializes in infrastructure assets, acquired the Chilean utility last year from Grupo Solari. Rumoured Express de Transportation Grupo Rios US$34m It was reported that Grupo Rios, the Colombia- takeover target Santiago (target revenue) based conglomerate, is in talks to acquire Uno Chilean mass transportation company Express de Santiago Uno. According to the article sources say Grupo Rios is currently restructuring the conglomerate’s management and is preparing a strategy to spur growth in Chile through acquisitions. It also states the group is already in advanced negotiations and, following the deal, may seek to merge Express de Santiago Uno with Alsacia, its mass transportation subsidiary. Express Santiago Uno, the operator of the Troncal 4 bus line, has annual revenues of US$34m. Expected deals based on confirmed announcements by companies involved

Monthly M&A Insider 10 League tables

Top 15 financial advisers – LATIN AMERICA LATIN AMERICA value volume

YTD House Value Deal YTD House Value Deal 30-Apr-10 (US$m) count 30-Apr-10 (US$m) count 1 Credit Suisse 40,832 12 1 Credit Suisse 40,832 12 2 Bank of America Merrill Lynch 10,132 7 2 Bank of America Merrill Lynch 10,132 7 3 Rothschild 9,671 7 3 Rothschild 9,671 7 4 Citigroup 9,387 3 4 Deutsche Bank 7,899 5 5 Allen & Company 9,132 2 5 UBS Investment Bank 1,060 5 6 Deutsche Bank 7,899 5 6 JPMorgan 4,374 4 7 Morgan Stanley 5,777 3 7 HSBC Bank 1,945 4 8 JPMorgan 4,374 4 8 Citigroup 9,387 3 9 Banco Bradesco 4,254 2 9 Morgan Stanley 5,777 3 10 Hopu Investment Management 3,100 1 10 Banco Comercial Portugues 2,726 3 11 Banco Comercial Portugues 2,726 3 11 Lazard 1,462 3 12 Standard Chartered 2,500 1 12 Caixa Banco de Investimento 1,221 3 13 HSBC Bank 1,945 4 13 Allen & Company 9,132 2 14 Santander Global Banking and Markets 1,713 2 14 Banco Bradesco 4,254 2 15 Lazard 1,462 3 15 Santander Global Banking and Markets 1,713 2 Source: mergermarket Source: mergermarket

The financial adviser leue tables by value and volume have been run from 01 January 2010 to 30 April 2010 and exclude lapsed and withdrawn deals. The tables cover all sectors and are based on the geography of either the target, bidder or seller being Latin America.

Top 15 legal advisers – LATIN AMERICA value volume

YTD House Value Deal YTD House Value Deal 30-Apr-10 (US$m) count 30-Apr-10 (US$m) count 1 Dewey & LeBoeuf 25,891 2 1 Tozzini Freire Teixeira E Silva Advogados 5,740 6 2 Cleary Gottlieb Steen & Hamilton 15,500 5 2 Cleary Gottlieb Steen & Hamilton 15,500 5 3 Allen & Overy 9,842 2 3 Machado Meyer Sendacz e Opice 2,086 5 4 Skadden Arps Slate Meagher & Flom 9,298 4 4 Linklaters 1,284 5 5 Gibson Dunn & Crutcher 8,281 2 5 Skadden Arps Slate Meagher & Flom 9,298 4 6= Freshfields Bruckhaus Deringer 7,692 1 6 Demarest e Almeida 1,093 4 6= Loyens & Loeff 7,692 1 7 Pinheiro Guimaraes Advogados 3,873 3 8 Ulhoa Canto, Rezende e Guerra - 2 6,678 8 Clifford Chance 2,850 3 Advogados 9 Vieira de Almeida & Associados 1,866 3 9 Simpson Thacher & Bartlett 6,644 2 10 White & Case 1,571 3 10 Tozzini Freire Teixeira E Silva Advogados 5,740 6 11 Pinheiro Neto Advogados 1,260 3 11 Souza, Cescon Avedissian, Barrieu e 2 3,951 12 Slaughter and May 1,238 3 Flesch Advogados 12 Shearman & Sterling 3,879 2 13 Uria Menendez 1,082 3 13 Pinheiro Guimaraes Advogados 3,873 3 14 Estudio Muniz, Ramirez, Perez-Taiman 326 3 & Olaya Abogados 14 Davis Polk & Wardwell 3,800 1 15 Dewey & LeBoeuf 25,891 2 15 Baker & McKenzie 3,400 2 Source: mergermarket Source: mergermarket

The legal adviser leue tables by value and volume have been run from 01 January 2010 to 30 April 2010 and include lapsed and withdrawn deals. The tables cover all sectors and are based on the geography of either the target, bidder or seller being Latin America.

Monthly M&A Insider 11 Trend graphs

LATIN American M&A quarterly trend LATIN AMERICA

value volume

60,000 175

150 50,000

125 40,000

100

30,000

75 alue (US $ m) V Number of deals 20,000 50

10,000 25

LATIN American M&A quarterly mid-market trend value volume

6,000 100

5,000 80

4,000 60

3,000 alue (US $ m)

V 40 Number of deals 2,000

20 1,000

Moving average trend line

Monthly M&A Insider 12 Trend graphs

LATIN American M&A quarterly private equity trend LATIN AMERICA

value volume

2,500 15

2,000 12

1,500 9 alue (US $ m) Number of deals

V 1,000 6

500 3

Latin American buyouts Latin American buyouts

Latin American exits Latin American exits

LATIN American M&A Sector Breakdown YTD 2010

value volume

2.1% 0.2% 0.1% 1.9% 0.8% 12.3% 2.9% Energy, Mining & Utilities 3.8% Energy, Mining & Utilities 3.8% 23.1% Industrials & Chemicals Industrials & Chemicals 3.8% Consumer Consumer

Financial Services Financial Services 8.7% 18.9% Business Services Business Services 44.8% TMT TMT

Leisure Leisure 9.6% Pharma, Medical & Biotech 16.3% Pharma, Medical & Biotech

Agriculture Agriculture

16.2% Tr ansport Tr ansport 11.5% Construction 3.8% 14.4% 0.7%

Monthly M&A Insider 13 14 et k mar Monthly M&A Insider Monthly M&A M&A the

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NORTH AMERICA DEAL OF THE MONTH

Target: Qwest Communications International Inc. (Q) Announced: 22 April 2010 NORTH AMERICA

Bidder: CenturyLink Deal value: US$22,216m

Seller: Deal nature: Acquisition, Domestic, Public

STRUCTURE integration costs) and will strengthen the sustainability of CenturyLink’s dividend while materially lowering the • Qwest Communications International Inc. (Q), a Delaware Company’s payout ratio. corporation, has signed a definitive agreement to be acquired by CenturyLink, Inc. (CTL), a Louisiana • The transaction is expected to generate annual operating corporation. The boards of directors of both companies cost synergies of approximately US$575m, which are have approved the merger. expected to be fully realized three to five years following closing. The transaction also is expected to generate • Qwest Communications, a US based company annual capital expenditure synergies of approximately headquartered in Denver, CO, is a provider of data, US$50m within the first two years after close. Internet, video and voice services in the US and internationally. CONDITIONS

• CenturyLink, a US-based company headquartered in • HSR (USA) Monroe, LA, is a provider of high-quality voice, broadband and video services over its advanced communications • FCC (USA) networks to consumers and businesses in 33 states. • various state public service commissions TERMS • Q EGM (majority affirmative vote required to approve)

• 0.1664 CTL shares will be exchanged for each Q share. • CTL EGM (majority affirmative vote required to approve) • This represents a value of US$6.02 for each Q share based EXPECTED COMPLETION on CTL’s closing share price on 21-Apr-10 of US$36.20. • The transaction is expected to close in the first half of 2011. • The offer provides a premium of 15% based on Q’s closing share price on 21-Apr-10 of US$5.24. POST DEAL DETAILS

• The implied equity value of the transaction is approx. • Following the close of the transaction, CTL will add 4 US$10.42bn. members from the current Q board, including Edward A. Mueller, Q’s chairman and CEO. The corporate • If a superior offer were to emerge for Q, the company headquarters of the company will remain in Monroe, would be required to give CTL at least five business days La. The company also will maintain a key operational to make adjustments to its current offer before Q’s board presence in Denver, including a regional headquarters, of directors could effect a change of recommendation of the Qwest Business Markets Group, as well as other the deal. functions to be determined. FINANCING TERMINATION DATE

• No new financing or refinancing required. • The termination date for the transaction is 21-Apr-11, but RATIONALE it can be extended for one or more periods of 60 days per extension up to 21-Oct-11 under certain circumstances. • This combination will result in a company whose enterprise business will be a significant contributor to RECIPROCAL TERMINATION FEE its growth which, along with the consumer business, • US$350m, or 3.4% based on the implied equity value of will allow it to offer innovative broadband products and the deal. The per-share increase required to cover this services over its advanced networks. fee in a superior offer would be US$0.20. Under certain • The combination, which would have had pro forma 2009 circumstances, there would be a reverse termination fee revenues of US$19.8bn, is expected to be immediately and the parent would owe the company US$350m. accretive to free cash flow per share (excluding Monthly M&A Insider 15 DEAL OF THE MONTH

Advisers NORTH AMERICA Target/Seller Bidder Financial Deutsche Bank Financial JPMorgan Morgan Stanley Barclays Capital Lazard Evercore Partners Perella Weinberg Partners

Legal Shearman & Sterling (Advising Perella Weinberg Legal Wachtell, Lipton, Rosen & Katz Partners LP) Simpson Thacher & Bartlett (Advising JPMorgan) Skadden Arps Slate Meagher & Flom Paul Weiss Rifkind Wharton & Garrison (Advising Evercore Partners) Jones Walker

Mergermarket/dealReporter Intelligence 22-Apr-10 Qwest/CenturyLink: Regulatory clearance expected to take a year, state approvals deciding factor, industry sources say

22-Apr-10 Qwest/CenturyLink deal negotiations lasted two months – sources

Timetable and Expected Events Regulatory Date Completed Notes HSR (USA) 30 cd waiting period; further 30 cd following compliance with the request for additional information FCC(USA) Re Federal Communications Commission approval Offer Timetable

Termination date 21-Apr-11 Re date by which merger must be completed before agreement must be amended; can be extended for one or more periods of 60 days per extension up to 21-Oct-11 under certain circumstances Prelim proxy Re preliminary proxy statement filed withS EC, reviewing process typically lasts at least 30 cd, and can be as long as 60 cd Def proxy Re definitive proxy statement declared effective by SEC

Effective date Re date merger becomes effective, normally 2 td after EGM approval

Settlement date Re date payment can be expected by, normally within 4 business days of Effective Date in state of Delaware

Company Events

Q ex-div date 19-May-10 Re quarterly div declared 15-Apr-10 for US$0.08

Q div payment 11-Jun-10 Re quarterly div declared 15-Apr-10 for US$0.08

Q EGM record date Re date shares must be held by in order to vote at the EGM

CTL EGM record date Re date shares must be held by in order to vote at the EGM

Q EGM Re approval of merger by target's shareholders; majority affirmative vote required to approve; normally 1m from def proxy CTL EGM Re approval of merger by bidder's shareholders; majority affirmative vote required to approve; normally 1m from def proxy

Monthly M&A Insider 16 Top deals & Expected deals

Top 15 North American announced deals for YTD 30 April 2010 NORTH AMERICA

Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia Deal value Revenue EBITDA P/E 1-day before (US$m) 22-Apr-10 P Qwest Communications TMT CenturyLink 1.8 5.2 15.9 15.0% 22,216 International Inc 8-Mar-10 P American Life Insurance Financial MetLife Inc American n/a n/a - 15,544 Company Services International Group Inc 25-Feb-10 P Coca-Cola Enterprises Consumer The Coca-Cola Coca-Cola - 12,200 Inc (North American Company Enterprises Inc operations) 21-Feb-10 P Smith International Inc Energy, Mining Schlumberger 1.5 12.7 67.4 18.1% 12,198 & Utilities Limited 19-Jan-10 P The Williams Companies Energy, Mining Williams Partners The Williams - 11,750 Inc (certain gas pipeline & Utilities LP Companies Inc and domestic midstream businesses) 11-Feb-10 P Allegheny Energy Inc Energy, Mining FirstEnergy Corp 2.6 7.4 12.0 31.6% 8,899 & Utilities 9-Mar-10 P Intervet/Schering-Plough Pharma, Sanofi-Aventis SA/ Merck & Co Inc; - 8,250 Animal Health;and Merial Medical & Merck & Co Inc JV and Sanofi- Limited Biotech Aventis SA 28-Apr-10 P E.ON US LLC Energy, Mining PPL Corporation E.ON AG - 7,625 & Utilities 11-Mar-10 P Devon Energy Corporation Energy, Mining BP Plc Devon Energy - 7,000 (Assets in the deepwater & Utilities Corporation Gulf of Mexico, Brazil and Azerbaijan) 28-Feb-10 P Millipore Corporation Pharma, Merck KGaA 4.1 16.3 34.0 13.3% 6,760 Medical & Biotech 11-Feb-10 P Airgas Inc Industrials & Air Products & 1.5 8.8 19.2 -2.1% 6,544 Chemicals Chemicals Inc 12-Apr-10 P Syncrude Canada Ltd Energy, Mining Sinopec ConocoPhillips - 4,650 (9.03% stake) & Utilities International Company Petroleum Exploration and Production Corporation 15-Feb-10 L Terra Industries Inc Industrials & Yara International 2.7 10.4 26.9 23.6% 4,204 Chemicals ASA 15-Apr-10 P Mariner Energy Inc Energy, Mining Apache 4.1 6.7 7.8 44.9% 3,854 & Utilities Corporation 5-Jan-10 C Kraft Foods (frozen pizza Consumer Nestle SA Kraft Foods Inc 1.8 12.5 - 3,700 business) C = Completed; P = Pending; L = Lapsed Source: mergermarket

Monthly M&A Insider 17 Top deals & Expected deals

Top 5 North American announced deals of the month (April 2010) NORTH AMERICA

Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia Deal Revenue EBITDA P/E 1-day value before (US$m) 22-Apr-10 P Qwest Communications TMT CenturyLink 1.8 5.2 15.9 15.0% 22,216 International Inc (formerly CenturyTel Inc) 28-Apr-10 P E.ON US LLC Energy, Mining & PPL Corporation E.ON AG - 7,625 Utilities 12-Apr-10 P Syncrude Canada Ltd Energy, Mining & Sinopec ConocoPhillips - 4,650 (9.03% stake) Utilities International Company Petroleum Exploration and Production Corporation 15-Apr-10 P Mariner Energy Inc Energy, Mining & Apache Corporation 4.1 6.7 7.8 44.9% 3,854 Utilities 26-Apr-10 P Dollar Thrifty Automotive Business Services Hertz Global 1.6 24.1 21.8 5.5% 2,400 Group Inc. Holdings Inc C = Completed; P = Pending; L = Lapsed Source: mergermarket

Pipeline of North American expected deals

Situation Target company Sector Potential bidder Financial Seller Market cap/ Comments company adviser to bidder company est. value (B); target (T); (US$m) seller (S) Expected Deal Interactive Data Business Undisclosed (S)Goldman Pearson Plc 2,401 The Interactive Data Corporation (NYSE:IDC) Corporation Services Bidder Sachs auction process is on a fast track, and first round bids are expected to be due within the first two weeks of February, sources close to the discussions said. Expected Deal Novell Inc TMT Elliott (T)JPMorgan 2,074 Elliott Associates, L.P. (together with funds Associates under common management), a significant institutional stockholder of Novell, Inc., offered to purchase the entire company for US$5.75 per share in cash, which implies an enterprise value net of cash of US$1.0bn. The firm sent a letter to the Board ofD irectors of the Company explaining its offer. Expected Deal Dollar Thrifty Industrials & Avis Budget (B)Citigroup 1,440 Avis Budget Group would like to make a Automotive Group Chemicals Group, Inc substantially higher offer to acquire Dollar Thrifty. Dollar Thrifty had recently signed a definitive agreement to be acquired by Hertz for approximately US$41 per share. Expected Deal Galleon Energy Energy, Mining Undisclosed (T)Cormark 591 Galleon Energy’s (TSE: GO) financial advisors & Utilities Bidder Securities, are already talking with potential buyers. GMP Galleon announced it had retained GMP Securities, Securities, Cormark and Macquarie Capital Macquarie to review strategic alternatives, which will Capital include a number of options, including an Markets outright sale or disposal of a material portion Canada of its assets. Expected Deal California Pizza Leisure Undisclosed (B)Moelis & 522 California Pizza Kitchen, Inc. (CPKI) Kitchen Inc. Bidder Company announced that its Board of Directors has authorized management to consider a wide range of financial and strategic alternatives to enhance shareholder value. The Company has engaged Moelis & Company, a global investment bank, to be its exclusive financial advisEr in this review. California Pizza Kitchen , a US-based company headquartered in LA, CA, is a casual dining restaurant chain with a particular focus on the pizza segment. Expected deals are based on confirmed announcements by companies involved.

Monthly M&A Insider 18 League tables

Top 20 financial advisers – NORTH AMERICA NORTH AMERICA valuew volume

YTD House Value Deal YTD House Value Deal 30-Apr-10 (US$m) count 30-Apr-10 (US$m) count 1 Goldman Sachs 134,691 44 1 Goldman Sachs 134,691 44 2 Deutsche Bank 108,814 30 2 Credit Suisse 105,428 39 3 Credit Suisse 105,428 39 3 JPMorgan 98,962 35 4 JPMorgan 98,962 35 4 Morgan Stanley 93,608 34 5 Morgan Stanley 93,608 34 5 Bank of America Merrill Lynch 54,470 32 6 Citigroup 86,444 26 6 Barclays Capital 77,205 31 7 Lazard 80,039 27 7 Deutsche Bank 108,814 30 8 Barclays Capital 77,205 31 8 Lazard 80,039 27 9 Blackstone Group 64,806 8 9 Citigroup 86,444 26 10 Bank of America Merrill Lynch 54,470 32 10 UBS Investment Bank 28,887 26 11 HSBC Bank 52,987 7 11 RBC Capital Markets 9,908 25 12 Evercore Partners 36,121 9 12 Rothschild 9,131 23 13 Perella Weinberg Partners 32,238 7 13 Jefferies & Company 3,079 21 14 UBS Investment Bank 28,887 26 14 TD Securities 2,838 17 15 Greenhill & Co 14,822 9 15 Houlihan Lokey 5,016 16 16 Allen & Company 14,687 4 16 CIBC World Markets 3,912 16 17 Tudor, Pickering, Holt & Co 13,939 4 17 Keefe, Bruyette & Woods 421 13 18 RBC Capital Markets 9,908 25 18 Stifel, Nicolaus & Company 5,907 12 19 Rothschild 9,131 23 19 KPMG 3,471 10 20 Centerview Partners 6,973 4 20 Lincoln International 241 10 Source: mergermarket Source: mergermarket

The financial adviser league tables by value and volume have been run from 01 January 2010 to 30 April 2010 and exclude lapsed and withdrawn deals. The tables cover all sectors and are based on the geography of either the target, bidder or seller being USA and Canada. Top 20 legal advisers – NORTH AMERICA value volume

YTD House Value Deal YTD House Value Deal 30-Apr-10 (US$m) count 30-Apr-10 (US$m) count 1 Simpson Thacher & Bartlett 92,923 30 1 Jones Day 10,742 42 2 Skadden Arps Slate Meagher & Flom 74,114 29 2 Kirkland & Ellis 9,918 39 3 Wachtell, Lipton, Rosen & Katz 72,777 21 3 Latham & Watkins 41,889 33 4 Weil Gotshal & Manges 70,165 29 4 DLA Piper 2,681 31 5 Sullivan & Cromwell 70,133 22 5 Simpson Thacher & Bartlett 92,923 30 6 Cleary Gottlieb Steen & Hamilton 63,571 17 6 Skadden Arps Slate Meagher & Flom 74,114 29 7 Cravath Swaine & Moore 54,025 11 7 Weil Gotshal & Manges 70,165 29 8 Davis Polk & Wardwell 52,801 19 8 Gibson Dunn & Crutcher 22,465 26 9 Latham & Watkins 41,889 33 9 Blake, Cassels & Graydon 33,856 25 10 Debevoise & Plimpton 41,713 11 10 Sullivan & Cromwell 70,133 22 11 Dewey & LeBoeuf 41,118 22 11 Dewey & LeBoeuf 41,118 22 12 Herbert Smith/Gleiss Lutz/Stibbe 39,928 10 12 Stikeman Elliott 13,756 22 13 Shearman & Sterling 36,408 21 13 Wachtell, Lipton, Rosen & Katz 72,777 21 14 Slaughter and May 35,785 3 14 Shearman & Sterling 36,408 21 15 Norton Rose 35,500 4 15 O'Melveny & Myers 15,258 20 16 Blake, Cassels & Graydon 33,856 25 16 Hogan & Hartson 4,392 20 17 Baker Botts 32,027 9 17 Wilson Sonsini Goodrich & Rosati 3,045 20 18 Paul Weiss Rifkind Wharton & Garrison 28,846 17 18 Davis Polk & Wardwell 52,801 19 19 Gibson Dunn & Crutcher 22,465 26 19 Cleary Gottlieb Steen & Hamilton 63,571 17 20 Jones Walker 22,216 2 20 Paul Weiss Rifkind Wharton & Garrison 28,846 17 Source: mergermarket Source: mergermarket

The legal adviser league tables by value and volume have been run from 01 January 2010 to 30 April 2010 and include lapsed and withdrawn deals. The tables cover all sectors and are based on the geography of either the target, bidder or seller being USA and Canada.

Monthly M&A Insider 19 League tables

Activity table of private equity firms on North American buyouts NORTH AMERICA value volume

YTD House Value Deal YTD House Value Deal 30-Apr-10 (US$m) count 30-Apr-10 (US$m) count 1 TPG Capital 1,780 4 1 TPG Capital 1,780 4 2 Bain Capital 1,675 2 2 CCMP Capital Advisors 1,184 3 3 Cerberus Capital Management 1,473 2 3 HIG Capital - 3 4 Blackstone Group 1,425 2 4 Ontario Teachers Pension Plan - 3 5 CCMP Capital Advisors 1,184 3 5 Bain Capital 1,675 2 Source: mergermarket Source: mergermarket

The private equity buyout activity tables by value and volume are based on private equity firms advising the bidder on buyout deals where the dominant geography of the target company is USA and Canada The tables by value and volume have been run from 01 January 2010 to 30 April 2010 and exclude lapsed and withdrawn deals.

Activity table of private equity firms on North American exits value volume

YTD House Value Deal YTD House Value Deal 30-Apr-10 (US$m) count 30-Apr-10 (US$m) count 1 The Carlyle Group 1,440 2 1 Foundation Capital - 4 2= Berkshire Partners 1,300 1 2 Denham Capital Management 600 3 2= Greenbriar Equity Group 1,300 1 3 Highland Capital Partners 435 3 2= Investcorp 1,300 1 4 Battery Ventures 160 3 5= Evercore Capital Partners 1,100 1 5 Greylock Partners 100 3 5= Thomas H Lee Partners LP 1,100 1 Source: mergermarket Source: mergermarket

The private equity exit activity tables by value and volume are based on private equity firms advising the vendor on exit deals where the dominant geography of the target company is USA and Canada The tables by value and volume have been run from 01 January 2010 to 30 April 2010 and exclude lapsed and withdrawn deals.

Monthly M&A Insider 20 Trend graphs

North American M&A quarterly trend NORTH AMERICA

value volume

600,000 1,400

500,000 1,200

1,000 400,000

800 300,000

alue (US $ m) 600 V olume of deals 200,000 V 400

100,000 200

North American M&A quarterly mid-market trend

value volume

40,000 600

35,000 500

30,000

400 25,000

20,000 300 alue (US $ m) V 15,000 Number of deals 200

10,000

100 5,000

Moving average trend line

Monthly M&A Insider 21 Trend graphs

North American M&A quarterly private equity trend NORTH AMERICA

value volume

225,000 275

250 200,000

225 175,000 200 150,000 175

125,000 150

100,000 125 alue (US $ m) Number of deals V 100 75,000 75 50,000 50

25,000 25

North American buyouts North American buyouts

North American exits North American exits

North American M&A Sector Breakdown YTD 2010

value volume 1.6% 0.7% 0.2% 0.7% 8.4% 15.4% 14% 9.9% Industrials & Chemicals Industrials & Chemicals 0.1% 9.3% Financial services 1.3% Energy, Mining & Utilites Business services Financial services

Consumer 5.3% 11.9% Consumer 16.5% 18.9% Energy, Mining & Utilites Pharma, Medical & Biotech

TMT Construction

10.2% Leisure Leisure

Tr ansportation 11.6% Tr ansportation 0.5% Pharma, Medical & Biotech Defence 1.1% Construction Real Estate 1.3% 3.2% 1.4% 8.9% Agriculture 3.4% Agriculture 35.8% 8.5% Real Estate TMT

Defence Business services

Monthly M&A Insider 22 Trend graphs

North American M&A deal size breakdown NORTH AMERICA value volume

1,000 3,000

900 2,500 800

700 2,000 600

500 1,500

alue (US$bn) 400 V Number of deals 1,000 300

200 500 100

> $501m > $501m

$251m-$500m $251m-$500m

$101m-$250m $101m-$250m

$15m-$100m $15m-$100m

$5m-$14.9m $5m-$14.9m

Value not disclosed

Monthly M&A Insider 23 A mergermarket M&A report on ASIA-pacific

The new tax may significantly shrink the size of Australian M&A market ASIA-P The ‘super-tax’ proposed by the Australian government is likely to have a significant impact a

c i f on the M&A scene in the country. According to the proposal announced on 3 May, the Australian government aims to impose a new 40% tax on resource projects starting in 2012.

While the impact of this proposal is yet to be clear, even Japan sees REDUCED M&A ACTIVITY bidders of major ongoing transactions are having second In Asia-pacific, Japan accounts for the second largest thoughts on their bids as the new tax would possibly trigger share of M&A transactions (in volume terms). However, the a material change clause. While the idea of tax still needs to major market driver this year involves a type of transaction go through the parliament, Peabody, the US company that between companies which already have parent-subsidiary offered to acquire Australian counterpart Macarthur Coal relationships. According to mergermarket data, 10 of the in March, requested more information for due diligence, top 15 Japanese transactions announced this year-to-date apparently in “an attempt to buy more time to analyse the involved companies where the bidder simply increased their impact of the new tax initiatives” according to the newswire stake in partial subsidiaries. Historically, many Japanese service dealReporter. Other news reports also identified the companies divested part of their shareholdings in their Rio Tinto/BHP Billiton joint venture as another transaction non-core businesses on the market, while maintaining the that may face difficulties due to the tax change. majority control of listed subsidiaries. Foreseeing a potential In the year up to April, the Energy, Mining & Utilities sector change in the regulation, some companies, the most notable accounted for about 20% of M&A transactions in Australia example of which being Hitachi, have started downsizing their by value and volume only second to the Financial Services excessively spread-out group network by buying back shares sector, according to the mergermarket data. For deals that in subsidiaries. have already been announced, some bidders may start This emerging trend also implies is a lack of other deal considering cancellation of their offers or the downward drivers in the Japan market. While some Asian countries revision to the offer price. The newly proposed tax, if saw a rise in M&A activities recently due to relatively high implemented, will likely have a significant impact on the economic growth or increased demand in natural resources, future M&A deal flow and foreign investment into the country. Japan seems to be left out as an exception from the Asia Pacific region.

Monthly M&A Insider 024 025 Monthly M&A Insider Monthly hina hina C i shareholders shareholders i X 26 April 2010 US$1.49bn Recommended onopoly approval in in approval onopoly M egulatory approval in the United States States United the in approval egulatory Approval of Wu of Approval Anti- Deal nature: Announced: Deal value:

r • Conditions: • •

i, i, ’s ’s L X e e artners, artners, G ’s, or or ’s, P R , Dr. Dr. , KG o. o. C &D outsourcing outsourcing &D R eneral Atlantic Atlantic eneral G mbH & & mbH G

aboratories, the US based based US the aboratories, hase and Bank of America America of Bank and hase L C PCO A iver iver ech i including including i G R X , LLC L.P, GapStar, AP-W International, organ organ M . . amily, representing 5,904,924 AD 5,904,924 representing amily, hinese pharmaceutical, ech, the Chinese pharmaceutical, P F harles harles

C aboratories Inc Laboratories River Charles WuXi PharmaT iver intends to finance the cash portion of the the of portion cash the finance to intends iver ynch. R NGM oinvestments, oinvestments, C

P harles harles A he consideration will be settled via the payment of of payment the via settled be will consideration he W on based 28.24% of premium a provides offer he he implied equity value of the transaction is is transaction the of value equity implied he

Merrill L and the the and in shares their vote to agreed have shares, the of 8.24% of the merger. favor of 2010. one and hand on cash sheet balance through transaction has River debt financing. Charles of new sources or more credit US$1.25bn a for commitment financing a received J. from facility Warburg Pincus, G Warburg G provider of solutions that advance the drug discovery and and discovery drug the advance that solutions of provider process. development per WuXi ADR. in stock and US$10 US$11.25 in cash closing share price on 26 April 2010 of US$16.57. US$16.57. of 2010 April 26 on price share closing US$1.52bn. approximately Wu of Shareholders WuXi PharmaT be to agreement definitive a signed has company, by acquired biotechnology, and medical device device medical and biotechnology, c t t t eller: Seller: Target: Target: Bidder: • quarter in the fourth close to is expected the transaction • • • • •

• H THE MONT AL OF DE

ASIA PACIFIC DEAL OF THE MONTH

Exit multiples – Y/E 31/12/2009 Premium analysis ASIA PA Multiples Value ($m) Offer price per share ($) 21.25

Revenue 5.5x 270 1 day before 28.2% C I F EBITDA 19.6x 76 1 month before 36.4% EBIT 28.6x 52 1 day after 9.5% Earnings 236.1x 53 Pre-rumour -

Advisers Target/Seller Bidder Financial Credit Suisse Financial JP Morgan

Legal Cravath Swaine & Moore Legal Davis Polk & Wardwell Willkie Farr & Gallagher Simpson Thacher & Bartlett LLP (Advising JP O’Melveny & Myers Morgan) PR PR

Mergermarket/dealReporter Intelligence

08-May-10 WuXi PharmaTech purchase by Charles River on track to close 3Q10; no decision yet on US division, exec says

Timetable and Expected Events Regulatory Date Completed Notes HSR (USA) 30 calendar days waiting period; further 30 calendar days following compliance with the request for additional information PRC Anti-monopoly law Approval by the Ministry of Commerce of the People's Republic of China; 30 calendar days for phase 1 review, (China) further 90 calendar days for phase 2 Offer Timetable

Termination date 26-Jan-11 Date by which merger must be completed before agreement must be amended; can be extended to 11-Feb- 11 under certain circumstances Prelim proxy Preliminary proxy statement filed with SEC, reviewing process typically lasts at least 30 calendar days, and can be as long as 60 calendar days Def proxy Definitive proxy statement declared effective by ECS

Effective date Date by which merger becomes effective, normally 2 trading days after EGM approval

Company Events

WX EGM record date Date by which shares must be held by in order to vote at the EGM

WX EGM Approval of merger by target's shareholders; normally 1m from def proxy

Monthly M&A Insider 26 027 Deal Deal value 1,356 1,493 1,409 1,801 1,840 2,649 2,200 2,109 2,014 4,014 3,571 3,352 8,645 5,831 35,500 (US$m) ------4.8% 1.3% Source: mergermarket Source: 55.0% 28.2% 20.3% 12.0% 64.5% -11.2% -13.1% Bid premia 1-day before Monthly M&A Insider Monthly 6.7 4.0 P/E 32.6 16.9 21.8 10.5 32.6 15.1 24.7 20.2 236.1 (loss) (loss) 8.3 7.4 1.2 8.3 n/a n/a n/a n/a n/a n/a n/a 19.6 10.3 (loss) EBITDA xit multiples (x) Exit multiples 3.6 5.5 0.9 3.0 0.5 3.6 n/a n/a n/a n/a n/a n/a n/a 36.9 Revenue acific acific P lobal lobal quity quity verseas verseas E G O A Asia Asia A rient rient apital apital X inancial inancial iberty iberty und Australian Australian C Pty Ltd O (International) Limited F Institutions Development F Aircel Limited Aircel L Inc A Holdings Limited American American International Inc Group eller company Seller roup roup G ova Scotia; Scotia; ova ublic ublic N obile obile P imited imited M L etrochina hanachart hanachart rontier rontier T F Infrastructure Infrastructure ational Australia Australia ational oyal Dutch Shell; Shell; Dutch oyal apital apital hina hina China Company etro op op Sumitomo Sumitomo Corporation P Limited iver River Charles Inc Laboratories Seven Network Seven Limited Land Lmited Capita Bank of of Bank and C Company Limited GTL Limited N Bank R and P Astro Holdings Sdn Sdn Holdings Astro Bhd T Holdings Investment Inc KDDI Corporation C Guangdong Co Ltd AXA SA Prudential Plc Bidder company ining ining M edical & edical nergy, nergy, inancial inancial inancial inancial inancial inancial inancial inancial inancial inancial inancial inancial TMT Services F Pharma, M Biotech Industrials & Industrials Chemicals Real Estate Services F TMT Services F E & Utilities TMT Consumer TMT Services F Services F F Services Sector o o C C etworks etworks ech N ompany ompany udong udong C acific acific acific acific P P P verseas verseas etroleum etroleum imited (telecom (telecom imited O P L rac Holdings Pty rac A Asia Asia A A Asia Asia A rient rient hina hina lc X X elecommunications elecommunications elecommunications elecommunications Ltd (12.62% stake) Jupiter Jupiter T inance Co Ltd (44.86% Finance stake) C WuXi PharmaT T Wes Ltd O Limited Developments Siam City Bank plc Aircel Aircel business) tower A Holdings Limited Limited Energy Arrow P Astro All Asia Asia All Astro San Miguel Corporation Ltd (37.8% stake) Jupiter Jupiter T Shanghai Shanghai (20% Bank Development stake) A (Asian Holdings businesses) American International International American Assurance Limited Target company Target ls for YTD 30 April 2010 d deals for cific announce a

ending; L = Lapsed P P P P P P P C P P P C C C C Status

eb-10 eb-10 als d de xpecte s & E deal op

6-Jan-10 1-Mar-10 Announced 26-Apr-10 18-Jan-10 14-Jan-10 25-Jan-10 15-F 22-F 26-Mar-10 12-Mar-10 30-Mar-10 22-Mar-10 17-Mar-10 10-Mar-10 30-Mar-10 ompleted; P = P C = Completed;

p 15 Asia-P To T

ASIA PACIFIC 028 630 889 741 515 Deal Deal value 1,493 (US$m) - - 0.4% Source: mergermarket Source: 28.2% 143.9% Bid premia Monthly M&A Insider Monthly 1-day before P/E 121 18.6 236.1 26.3 19.6 30.6 EBITDA xit multiples (x) Exit multiples 2.2 5.5 17.7 Revenue ajor ajor M nergy nergy E ong Yang Yang ong T Corporation Devon Devon Corporation eller company Seller ffshore ffshore O hemical hemical C ational ational N itsubishi itsubishi hina hina Golden Oil Corporation iver River Charles Inc Laboratories Bidder company C Ltd Oil Corporation Holdings Corp M Wheelock & Company Wheelock Limited ining ining M edical & edical nergy, nergy, Construction Pharma, M Biotech Sector & Utilities E Industrials & Industrials Chemicals Real Estate o C ech ayon ayon ement ement roperties roperties R C P nergy (Block (Block nergy E

itsubishi itsubishi ong Yang Yang ong Co Ltd (59.2% stake) T WuXi PharmaT Target company Target 15/34) (24.5% stake) Devon Devon Ltd (25.43% stake) Wheelock Wheelock Ltd M

d deals of the month (April 2010) cific announce a ending; L = Lapsed P P P P P Status

1-Apr-10 ls dea op Announced 26-Apr-10 30-Apr-10 27-Apr-10 28-Apr-10 P = P C = Completed;

p 5 Asia-P To T

ASIA PACIFIC Expected deals

ASIA PA Pipeline of Asia-Pacific expected deals

Situation Target Sector Potential bidder Financial adviser Seller company Market cap/ Comments company company to bidder (B); est. value

C I F target (T); seller (US$m) (S) Expected Transurban Construction Canada Pension Lazard (T); UBS 6,500 Transurban Group in November received a Deal Group Plan Investment Investment conditional and non-binding joint takeover Board (CPPIB); Bank (T); proposal from CPPIB and OTPP. The Board and Ontario Goldman Sachs then evaluated the proposal and rejected it Teachers’ (B); JPMorgan on the original terms. The Future Fund Board Pension Plan (B) of Guardians has subsequently considered (OTPP) supporting the proposal by CPPIB and OTPP. However, Transurban continues to insist a bona fide proposal is needed before talks can proceed. Expected Chuo Financial Sumitomo Trust 5,709 Chuo Mitsui Trust and Sumitomo Trust have Deal Mitsui Trust Services & Banking announced a plan to consolidate the business by Holdings Inc creating a holding company by April 2011.

Expected Denway Industrials & Guangzhou China 4,469 Guangzhou Automobile Group submitted an Deal Motors Chemicals Automobile International application to list China Lounge, and as part of Limited Group Capital the process, intends to privatize Denway Motors Corporation (B); GAC under a scheme of arrangement, in which GF Securities it plans to exchange its new H shares for those (B) held by current Denway shareholders. Expected Macarthur Energy, New Hope 3,402 New Hope Corporation Limited announced Deal Coal Limited Mining & Corporation its intention to acquire 100% of Macarthur Utilities Limited Coal Limited offering 2.7 New Hope shares for every 1 Macarthur share by way of a scheme of arrangement valuing Macarthur at A$14.58 per share and representing a total consideration of A$3.71bn. Expected Macarthur Energy, Peabody Energy 3,499 On 11 May, Peabody lowered its bid for Macarthur Deal Coal Limited Mining & Corporation from A$16 per share to A$15 per share, valuing Utilities the company at A$3.8bn. The downward revised offer was due to the potential introduction of the 40% super profit tax in the mining sector . Expected EON Capital Financial Hong Leong Goldman Sachs 1,521 EON Capital, the holding company of EON Bank Deal Berhad Services Bank Berhad (T); Ethos Group wishes to announce that EON Capital has Capital One Sdn received a written proposal dated 30 March 2010 Bhd (T) from Hong Leong Bank Berhad for an offer to acquire the entire assets and liabilities of EON Capital at an aggregate purchase consideration of MYR 4.92bn (US$1.5bn) to be satisfied fully in cash (‘Offer’). Expected KNM Group Industrials & BlueFire Capital Goldman Sachs 1,059 KNM Group receives management buyout offer of Deal Berhad Chemicals Group Ltd (B) MYR 0.90 per share.

Expected Hunan Industrials & China Minmetals China State-owned 817 China Minmetals has announced to acquire a Deal Nonferrous Chemicals Corporation International Assets 51% stake in Hunan Nonferrous Metals with the Metals Capital Supervision and possibility to trigger mandatory unconditional Corporation Corporation Administration cash offer. (B); Evolution Commission of Watterson Hunan Provincial Securities (T) People's Government Expected Commuture TMT Daimei Telecom 279 (market Daimei Telecom Engineering, Commuture and Deal Corp; and Engineering cap of Todentsu announced they have reached a basic Todentsu Corporation Commuture) agreement on a business integration. Corporation

Monthly M&A Insider 29 League tables

Top 20 financial advisers – Asia-Pacific excl Japan ASIA PA value volume

YTD House Value Deal YTD House Value Deal C I F 30-Apr-10 (US$m) count 30-Apr-10 (US$m) count 1 JPMorgan 59,936 15 1 UBS Investment Bank 24,266 16 2 Deutsche Bank 54,990 14 2 Goldman Sachs 49,482 15 3 Goldman Sachs 49,482 15 3 JPMorgan 59,936 15 4 HSBC Bank 47,934 6 4 Deutsche Bank 54,990 14 5 Credit Suisse 45,257 12 5 Morgan Stanley 37,495 13 6 Citigroup 43,665 12 6 Credit Suisse 45,257 12 7 Morgan Stanley 37,495 13 7 Citigroup 43,665 12 8= Blackstone Group Holdings 35,500 1 8 Macquarie Group 13,191 12 8= Lazard 35,500 1 9 PricewaterhouseCoopers 1,769 11 10 UBS Investment Bank 24,266 16 10 CIMB Group 3,506 9 11 Barclays Capital 16,163 8 11 KPMG 2,956 9 12 Nomura Holdings 15,143 6 12 Barclays Capital 16,163 8 13 Standard Chartered 14,196 6 13 Rothschild 5,489 8 14 Macquarie Group 13,191 12 14 Deloitte 2,273 7 15 BNP Paribas 11,064 3 15 Ernst & Young 607 7 16= Global Investment House KSCC 10,700 1 16 HSBC Bank 47,934 6 16= State Bank of India 10,700 1 17 Nomura Holdings 15,143 6 18 China International Capital 8,164 6 18 Standard Chartered 14,196 6 19 Guotai Junan Securities 6,505 3 19 China International Capital 8,164 6 20 Rothschild 5,489 8 20 Bank of America Merrill Lynch 3,577 6 Source: mergermarket Source: mergermarket

The financial adviser league tables by value and volume have been run from 01 January 2010 to 30 April 2010 and exclude lapsed and withdrawn deals. The tables cover all sectors and are based on the geography of either the target, bidder or seller being an Asia-pacific company, however, this table excludes Japan.

Top 15 legal advisers – Asia-Pacific excl Japan value volume

YTD House Value Deal YTD House Value Deal 30-Apr-10 (US$m) count 30-Apr-10 (US$m) count 1 Herbert Smith/Gleiss Lutz/Stibbe 48,657 3 1 AZB & Partners 13,494 19 2 Slaughter and May 38,683 4 2 Jones Day 3,039 16 3 Simpson Thacher & Bartlett 37,317 5 3 Freehills 13,240 14 4 Cravath Swaine & Moore 36,993 2 4 Clayton Utz 3,498 13 5 Sullivan & Cromwell 36,077 4 5 Clifford Chance 3,169 13 6 Cleary Gottlieb Steen & Hamilton 35,950 3 6 WongPartnership 2,287 13 7 Norton Rose 35,896 9 7 Baker & McKenzie 6,359 12 8= Debevoise & Plimpton 35,500 1 8 Freshfields Bruckhaus Deringer 4,310 12 8= Weil Gotshal & Manges 35,500 1 9 Kim & Chang 2,474 12 10 Davis Polk & Wardwell 30,704 6 10 DLA Piper 468 12 11 Linklaters 18,932 9 11 Mallesons Stephen Jaques 13,530 11 12 Allens Arthur Robinson 14,555 8 12 Allen & Overy 13,464 11 13 Mallesons Stephen Jaques 13,530 11 13 Norton Rose 35,896 9 14 AZB & Partners 13,494 19 14 Linklaters 18,932 9 15 Allen & Overy 13,464 11 15 Allen & Gledhill 2,109 9 16 Freehills 13,240 14 16 Allens Arthur Robinson 14,555 8 17 Blake, Cassels & Graydon 6,450 2 17 Lee & Ko 830 8 18 Baker & McKenzie 6,359 12 18 Desai & Diwanji 303 8 19 Shanghai United Law Firm 5,831 1 19 Skadden Arps Slate Meagher & Flom 4,240 7 20 Osler, Hoskin & Harcourt 4,658 2 20 Davis Polk & Wardwell 30,704 6 Source: mergermarket Source: mergermarket

Monthly M&A Insider 30 League tables

Top 15 Financial Advisers – Japan ASIA PA value volume C I F

YTD House Value Deal YTD House Value Deal 30-Apr-10 (US$m) count 30-Apr-10 (US$m) count 1 Nomura Holdings 7,501 19 1 Nomura Holdings 7,501 19 2 JPMorgan 5,568 5 2 Mizuho Financial Group 1,141 12 3 UBS Investment Bank 4,014 1 3 Sumitomo Mitsui Financial Group 1,222 9 4 Citigroup 3,795 3 4 Daiwa Securities Group 399 8 5 Goldman Sachs 3,671 4 5 GCA Savvian Corporation 440 6 6 Centerview Partners 2,871 1 6 JPMorgan 5,568 5 7 Bank of America Merrill Lynch 1,740 1 7 Mitsubishi UFJ Securities 1,021 5 8= Deutsche Bank 1,226 1 8 KPMG 678 5 8= Greenhill 1,226 1 9 Goldman Sachs 3,671 4 10 Sumitomo Mitsui Financial Group 1,222 9 10 Citigroup Inc 3,795 3 11 Mizuho Financial Group 1,141 12 11 PricewaterhouseCoopers 94 3 12 Mitsubishi UFJ Securities 1,021 5 12 Morgan Stanley 741 2 13 Celfin Capital 924 1 13 Ernst & Young 424 2 14 Morgan Stanley 741 2 14 A.G.S. Consulting 93 2 15 KPMG 678 5 15 CIMB Group 88 2 Source: mergermarket Source: mergermarket The financial adviser league tables by value and volume have been run from 01 January 2010 to 30 April 2010 and exclude lapsed and withdrawn deals. The tables cover all sectors and are based on the geography of either the target, bidder or seller being Japan.

Top 15 Legal Advisers – Japan value volume

YTD House Value Deal YTD House Value Deal 30-Apr-10 (US$m) count 30-Apr-10 (US$m) count

1 Mori Hamada & Matsumoto 7,570 14 1 Mori Hamada & Matsumoto 7,570 14 2 Skadden Arps Slate Meagher & Flom 7,003 4 2 Nishimura & Asahi 5,691 10 3 Nishimura & Asahi 5,691 10 3 Anderson Mori & Tomotsune 4,190 10 4 Gibson Dunn & Crutcher 4,611 2 4 Nagashima Ohno & Tsunematsu 3,397 10 5 Anderson Mori & Tomotsune 4,190 10 5 Morrison & Foerster 3,072 5 6 Latham & Watkins 4,014 1 6 TMI Associates 1,664 5 7 Nagashima Ohno & Tsunematsu 3,397 10 7 Skadden Arps Slate Meagher & Flom 7,003 4 8 Shearman & Sterling 3,333 3 8 Baker & McKenzie 278 4 9 Morrison & Foerster 3,072 5 9 Shearman & Sterling 3,333 3 10 Dewey & LeBoeuf 2,871 1 10 Sato & Partners 98 3 11 Ropes & Gray 1,807 2 11 Kitamura & Hiraga 92 3 12 TMI Associates 1,664 5 12 Gibson Dunn & Crutcher 4,611 2 13 Morgan Lewis & Bockius 1,356 1 13 Ropes & Gray 1,807 2 14 Yanagida & Partners 545 2 14 Yanagida & Partners 545 2 15 Abe, Ikubo & Katayama 367 1 15 WongPartnership 255 2 Source: mergermarket Source: mergermarket

Monthly M&A Insider 31 Trend graphs

Asia-Pacific M&A quarterly trend ASIA PA

value volume C I F 200,000 800

700

150,000 600

500

100,000 400 alue (US$m) V 300 Number of deals

50,000 200

100

Asia-pacific M&A quarterly mid-market trend

value volume

35,000 500

30,000 400

25,000

300 20,000

15,000 alue (US$m) 200 V Number of deals

10,000

100 5,000

Moving average trend line

Monthly M&A Insider 32 Trend graphs

Asia-Pacific M&A quarterly private equity trend ASIA PA

value volume C I F 25,000 100

20,000 80

15,000 60 alue (US$m)

V 10,000 40 Number of deals

5,000 20

Asia-Pacific Asia-Pacific buyouts buyouts

Asia-Pacific Asia-Pacific exits exits

Asia-Pacific M&A Sector Breakdown YTD 2010

value volume

1% 2.3% 1% 4% 7% 3.5% 4% 5% Industrials & Chemicals 19.3% Industrials & Chemicals 2% 13% TMT 6.1% TMT 3% 1% Consumer Consumer

Financial Services 6.1% Financial Services 8% Energy, Mining & Utilities 7% Energy, Mining & Utilities 13.1% Business Services 6.1% Business Services

Pharma, Medical & Biotech Pharma, Medical & Biotech

Construction 6.6% Construction

Real Estate Real Estate

Leisure Leisure 9.8% 12.8% 48% Tr ansport Tr ansport 10.1% Agriculture Agriculture

Monthly M&A Insider 33 Trend graphs

ASIA-PACIFIC M&A GEOGRAPHIC BREAKDOWN YTD 2010 ASIA PA value volume C I F

2.4% 2%

3.5% 17% China China 17% 3.8% 25.7% Hong Kong Japan 5% India Australia

7% Indonesia 5.5% South Korea Japan India 1% Malaysia Other 5% 10.4% Singapore Hong Kong

2% South Korea Malaysia 3% 17.3% 32% Taiwan Singapore

Other 11% 11% Taiwan Australia Indonesia 4% 13.3% 1%

ASIA-PACIFIC M&A DEAL SIZE BREAKDOWN

value volume

300 1,500

250 1,200

200 900

150

alue (US$bn) 600 V Number of deals 100

300 50

0 0 H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 H1 H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 H1 2004 2004 2005 2005 2006 2006 2007 2007 2008 2008 2009 2009 2010 2004 2004 2005 2005 2006 2006 2007 2007 2008 2008 2009 2009 2010

> $501m > $501m

$251m-$500m $251m-$500m

$101m-$250m $101m-$250m

$15m-$100m $15m-$100m

$5m-$14.9m $5m-$14.9m

Value not disclosed

Monthly M&A Insider 34 A mergermarket M&A report on EUROPE

Improvements in the European buyout financing europe Access to debt for buyouts has significantly improved this year-to-date (YTD), although the low volume of deals appears set to remain for the near future. Lenders are now demanding a lot more equity in comparison to 2007.

The European market depicted an average debt to equity ratio The Royal Bank of Scotland, who had been the crème de la of 70:30 for financing the largest buyout deals in the boom crème of the European buyout financing market in the boom year of 2007. The sample is taken from buyouts which were years, is now 84% owned by the UK taxpayer and becomes amongst the top 10 deals during the year. increasingly prudent in providing buyout loans. Accordingly, the Financial Times reported that RBS today only sits on This YTD, that ratio has reduced in average to 48:52 for the 5th place in the market share. The improvement from 2009 same sample set. Such a stark difference shows how lenders may come from Lloyds Banking Group, another bailed-out have moved on from cheap credit giveaways, pressing buyout UK bank, who gained the largest market share this year houses to put more equity in return for leverage. according to the same report. The situation appears to keep buyout houses from investing The fact that European heavyweight buyout financiers are their funds, especially in mega deals, as they play the now owned by their country’s taxpayers thus provides one waiting game until the funding environment becomes more certainty that buyout activities would not return to 2007 levels, favourable. That was really true in the first four months at least not in H1 2010, when most of these banks are just of 2009, when the total value from 192 deals equated only beginning or expected to return to profit. €4.5bn. Compare that to the same period in 2007, where there was a total value of €79.2bn from 459 deals. Ukraine looking eastwards as Gazprom There is a significant improvement in 2010, however.T he year readies the Naftogaz Ukrainy takeover to date saw the total value of buyouts surge to €14.6bn from The Russian Prime Minister Vladimir Putin floated the idea 220 deals, representing 228% and 15% increases in value and of merging Naftogaz Ukrainy, the Ukrainian state-owned oil volume respectively, compared to the same period in 2009. and gas group, into Gazprom, its Russian peer, during his Can we conclude thus, that private equity funds are lacking meeting with the Ukrainian newly-elected president, Viktor cash these days and so they wait for more leverage to become Yanukovych, in Sochi, Russia, on 30 April. available? That does not seem to be the case. Reports have The merger proposal is the biggest hint yet of Mr shown that there had been a huge appetite for investments Yanukovych’s preference to align Ukraine with Russia, over in PE and hedge funds during the boom years before the those in Western Europe, i.e. the EU. However, the former downturn in 2008. The funds are in fact full of cash today. prime minister and opposition leader, who won the Ukrainian Many of them, including European, are now facing tight presidential election back in February by defeating the pro- deadlines to put their money to work before returning it West candidate Ms Yulia Tymoshenko, has said he would put to investors. Ukraine’s national interest first and foremost. The reason buyout houses are still refrained from dealmaking Ukraine’s partners in the West have other ideas, citing in Europe this year, may be because without the preferable that the merger would mean Russia controlling Ukraine’s leverage environment it would be difficult to diversify pipeline network, which supplies more than 20% of EU gas their portfolio. Holding more companies, to a degree, with consumption. A future dispute between Ukraine and Russia committing smaller equity to each and taking more leverage, thus is highly likely to become a gas-supply disaster to EU would lower investment risks and provide more returns to member states. But more importantly, Russia could get an investors at exit, compared to holding fewer companies with extra leverage in Ukraine’s domestic and foreign politics, more equity and less debt. Thus, instead of investing too which would potentially undermine the EU’s interest in much equity, they would rather keep the cash position as the region. it is now and wait even if they had to lose the money at funds’ maturity.

Monthly M&A Insider 35 A mergermarket M&A report on EUROPE

The European Commission, however, has stated that it has europe no objection over the proposed merger. Nonetheless, Mr Yanukovych quickly tried to quench the West’s anxiety by promising to invite the EU, Ukraine’s main gas customer, to any negotiation talks over the deal.

Naftogaz is currently valued between €5bn and €9bn. A source close to the situation has confirmed that an initial due- diligence work on a deal has begun. So far, the work is focused on creating a joint venture in Ukraine between Gazprom and Naftogaz, which will have access to Russian gas production and be granted re-export rights, the source added.

Monthly M&A Insider 36 DEAL OF THE MONTH

Target: Arriva Plc Announced: 22 April 2010 EUROPE

Bidder: Deutsche Bahn AG Deal value: €2.8bn

Seller: - Deal nature: Cross-border, Public

Deutsche Bahn, the German transportation company, IRREVOCABLES announced that they have reached an agreement with Arriva • the Directors of Arriva have irrevocably undertaken to Plc, the UK-listed Transportation Company, on the terms for vote in favor of the scheme in respect of their entire a recommended cash offer for the entire issued and to be beneficial holdings of Arriva shares, amounting to, in issued share capital of Arriva, to be made by a wholly-owned aggregate, 770,476 shares, representing approx. 0.39% of subsidiary of Deutsche Bahn. the existing issued share capital.

STRUCTURE FINANCING • the transaction will be conducted via a Court-sanctioned • the cash consideration payable will be funded by scheme of arrangement under Part 26 of the Companies Deutsche Bahn’s existing cash reserves. Act 2006.

BACKGROUND TERMS • on 17 March 2010 Arriva plc confirmed it had received an • the shareholders of Arriva PLc will be offered GBp 775 unsolicited approach from a third party about a possible per share in cash. offer for the company. On March 18 2010 Deutsche • Arriva Shareholders on the register at close of business Bahn confirmed that it had made an approach to Arriva on 9 April 2010 will be entitled to retain the proposed final regarding a possible cash offer. dividend of GBp 18.8 per share in respect of the financial year ended 31 December 2009 which, subject to it being CONDITIONS approved by Arriva Shareholders at the AGM on 6 May • Arriva EGM approval 2010, will be paid on 10 May 2010. • High Court approval • this values the entire share capital at £1.585bn. • DfT approval for transfer of franchise agreements • this represents a multiple of approx. 13.2x Arriva’s adjusted EPS of GBp 58.8. • eU Competition Commission

• this represents a premium of 34% over Arriva’s closing price of GBp 579.5 on 16 March 2010, being the last trading day prior to Arriva’s announcement that it had received an unsolicited approach from a third party.

Monthly M&A Insider 37 DEAL OF THE MONTH

Exit multiples – Y/E [31/03/10] Premium analysis EUROPE Multiples Value (€m) Offer price per share (€) 8.96

Revenue 0.8x 3,549.22 1 day before 1.24% EBITDA 7.7x 365.43 1 month before 8.24% EBIT 15.6x 180.74 1 day after 1.11% Earnings 14.6x 134.4 Pre-rumour 38.66%

Advisers Target/Seller Bidder Financial Deutsche Bank Financial JPMorgan Rothschild Lazard UBS Investment Bank Legal Herbert Smith/Gleiss Lutz/Stibbe Legal Freshfields Bruckhaus Deringer

PR Tulchan Communications PR -

Mergermarket/dealReporter Intelligence 25-Mar-10 Arriva: Deutsche Bahn board position on bid expected shortly

26-Mar-10 Arriva: SNCF’s results make rival bid challenging despite management interest and potential synergies

15-Apr-10 Arriva: Deutsche Bahn conducting advanced due diligence; SNCF 'out of game'

21-Apr-10 Arriva: Deutsche Bahn supervisory board gives the go ahead for bid

30-Apr-10 Arriva/Deutsche Bahn: bankers eying lucrative currency hedging mandates on deal funding

Monthly M&A Insider 38 Top deals & Expected deals

Top 15 European announced deals YTD 30 April 2010 EUROPE

Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia Deal value Revenue EBITDA P/E 1-day before (€m) 4-Jan-10 P Alcon Inc (52% Pharma, Novartis AG Nestle SA 8.0 20.9 26.9 9.5% 18,247 stake) Medical & Biotech 5-Jan-10 C NK Russneft OAO Energy, Mining Mikhail Gutseriyev En+ Group Ltd - 4,595 & Utilities (private investor) 20-Jan-10 P Areva T&D SA Industrials & Alstom SA; and AREVA SA 0.7 - 4,090 Chemicals Schneider Electric SA 8-Apr-10 P Iberia Lineas Aereas Transportation British Airways Plc 0.9 2.6 0.9% 3,768 de Espana SA 18-Mar-10 P Ratiopharm GmbH Pharma, Teva Pharmaceutical 2.3 - 3,625 Medical & Industries Ltd Biotech 22-Apr-10 P Arriva Plc Transportation Deutsche Bahn AG 0.8 7.7 14.5 1.2% 2,819 15-Mar-10 C Tommy Hilfiger Consumer Phillips-Van Heusen Apax Partners 1.3 7.9 - 2,200 Corporation Corporation LLP 30-Apr-10 C BSG Resources Energy, Mining Vale SA BSG Resources - 1,880 (Guinea) Limited & Utilities Limited (51% stake) 17-Feb-10 C Barclays Plc (5.20% Financial International Petroleum n/a n/a 8.9 -37.7% 1,428 stake) Services Investment Company 23-Mar-10 P VT Group Plc Business Babcock International 1.2 15.5 56.0 6.5% 1,367 Services Group Plc

29-Jan-10 C Talk Talk Telecom TMT The Carphone The Carphone 0.9 8.5 - 1,355 Group PLC Warehouse Group Plc Warehouse (shareholders) Group Plc 28-Mar-10 P Volvo Cars Industrials & Zhejiang Geely Holding Ford Motor - 1,342 Corporation Chemicals Group Company Limited Company 19-Jan-10 P Cegelec SA Industrials & Vinci SA Qatari Diar - 1,291 Chemicals Real Estate Investment Co 16-Feb-10 P RBS Sempra Financial JPMorgan Chase & Co RBS Sempra n/a n/a - 1,235 Commodities LLP Services Commodities (European and Asian LLP operations) 7-Apr-10 P Daimler AG (3.10% Industrials & Nissan Motor Co Ltd; and 1.1 49.2 - 1,168 stake) Chemicals Renault SA C = Completed; P = Pending; L = Lapsed Source: mergermarket

Monthly M&A Insider 39 Top deals & Expected deals

Top 5 European announced deals of the month (April 2010) EUROPE

Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia Deal value Revenue EBITDA P/E 1-day before (€m) 8-Apr-10 P Iberia Lineas Aereas Transportation British Airways Plc 0.9 0.9% 3,768 de Espana SA 22-Apr-10 P Arriva Plc Transportation Deutsche Bahn AG 0.8 7.7 14.5 1.2% 2,819 30-Apr-10 C BSG Resources Energy, Mining Vale SA BSG Resources - 1,880 (Guinea) Limited & Utilities Limited (51% stake) 7-Apr-10 P Daimler AG (3.10% Industrials & Nissan Motor Co Ltd; 1.1 49.2 - 1,168 stake) Chemicals and Renault SA 15-Apr-10 P CanalSatelite Digital TMT Gestevision Telecinco Sogecable SA - 991 SL (22% stake); and SA Cuatro C = Completed; P = Pending; L = Lapsed Source: mergermarket

Pipeline of european expected deals

Situation Target company Sector Potential bidder Financial adviser to Seller company Market cap/ est. Comments company bidder (B); target value (€m) (T); seller (S) Potential Glencore Energy, Xstrata Plc Goldman Sachs 25,130 Glencore, the Swiss metals trader, is takeover International AG Mining & (B); Deutsche rumoured to be planning a merger target Utilities Bank (B); with the listed global mining group JPMorgan Xstrata. Glencore, which holds a Cazenove (B); 34.4% stake in Xstrata, would reverse Morgan Stanley into the UK-listed mining group. (T); Citigroup (T) Glencore would then sell part of its shareholding in the merged group by a share placement, to ensure that Glencore’s holding in the merged group would be no higher than 40%. Glencore valuation iss estimated at approximately €25.13bn, based on terms of its bond issue in December last year. Potential Repsol YPF SA Energy, ENI SpA 21,640 Eni, the listed Italian oil company, takeover Mining & has held talks with the Spanish target Utilities government about a possible corporate tie-up with Repsol YPF, its listed Spanish counterpart. Meetings have taken place over recent months between Eni executives and the government. Merger talks between Eni and Repsol a decade ago came to nothing. Repsol has a market capitalization of €21.64bn. Expected Naftogaz Energy, OAO Gazprom 5,000 Gazprom-Naftogaz Ukrainy merger deal Ukrainy Mining & has been proposed by the Russian Utilities Prime Minister Vladimir Putin after holding talks with his Ukrainian counterpart Mykola Azarov. Azarov had confirmed that Ukraine would consider this idea. However, Gazprom and Naftogaz more likely to arrange asset swap than pursue full merger. Naftogaz is currently valued between €5bn and €9bn.

Monthly M&A Insider 40 Top deals & Expected deals

Situation Target company Sector Potential bidder Financial adviser to Seller company Market cap/ est. Comments EUROPE company bidder (B); target value (€m) (T); seller (S) Potential Bilkent Holding Leisure Milli Piyango Government of 1,200 Bilkent Holding, the Turkish takeover AS Turkey conglomerate, is interested in the target privatisation of the Turkish national lottery, Milli Piyango. Mr. Abdullah Atalar, vice-chairperson of Bilkent, said that the group has been interested in Milli Piyango, though would like to wait for tender for the renewed privatisation to be clearer. Milli Piyango had received a bid of €1.2bn during its earlier privatisation round. Expected Natixis Private Financial Axa Private Equity Natixis SA 534 The private equity arm of French deal Equity Services insurance firm AXA has agreed to purchase the domestic private equity activities of French bank Natixis for €534m. The plan is not yet definitive, and is to be presented to worker representatives and the board of Natixis Private Equity in the near future. Note: Expected deals based on confirmed announcements by companies involved

Monthly M&A Insider 41 League tables

Top 20 financial advisers EUROPE value volume

YTD House Value Deal YTD House Value Deal 30-Apr-10 (€m) count 30-Apr-10 (€m) count 1 Credit Suisse 79,007 38 1 Rothschild 23,199 52 2 Goldman Sachs 67,611 21 2 Credit Suisse 79,007 38 3 Citigroup 63,016 17 3 KPMG 4,034 33 4 JPMorgan 57,401 28 4 PricewaterhouseCoopers 3,267 31 5 Deutsche Bank 49,660 24 5 JPMorgan 57,401 28 6 Morgan Stanley 39,756 26 6 Deloitte 486 28 7 Lazard 38,581 23 7 Morgan Stanley 39,756 26 8 Blackstone Group Holdings 34,838 4 8 Deutsche Bank 49,660 24 9 HSBC Bank 34,758 15 9 Lazard 38,581 23 10 Rothschild 23,199 52 10 Goldman Sachs 67,611 21 11 Greenhill & Co 19,046 5 11 Ernst & Young 1,078 20 12 Bank of America Merrill Lynch 16,010 11 12 UBS Investment Bank 13,323 18 13 UBS Investment Bank 13,323 18 13 Citigroup 62,992 17 14 Nomura Holdings 8,537 10 14 HSBC Bank 34,758 15 15 Barclays Capital 8,228 11 15 Grant Thornton Corporate Finance 560 15 16 Evercore Partners 7,432 2 16 Global M&A 42 13 17 Macquarie Group 7,303 6 17 Close Brothers Corporate Finance 3,111 12 18 Royal Bank of Scotland Group 6,316 7 18 Bank of America Merrill Lynch 16,010 11 19 Allen & Company 5,906 2 19 Barclays Capital 8,228 11 20 Perella Weinberg Partners 5,675 2 20 Rabobank 1,182 11 Source: mergermarket Source: mergermarket

The financial adviser league tables by value and volume have been run from 01 January 2010 to 30 April 2010 and exclude lapsed and withdrawn deals.T he tables cover all sectors and are based on the geography of either the target, bidder or seller being Europe. Top 20 legal advisers value volume

YTD House Value Deal YTD House Value Deal 30-Apr-10 (€m) count 30-Apr-10 (€m) count 1 Sullivan & Cromwell 58,895 9 1 Allen & Overy 30,202 43 2 Simpson Thacher & Bartlett 39,343 13 2 Linklaters 21,931 43 3 Weil Gotshal & Manges 37,182 15 3 DLA Piper 2,482 37 4 Cleary Gottlieb Steen & Hamilton 36,563 15 4 Clifford Chance 10,621 35 5 Cravath Swaine & Moore 33,780 5 5 Freshfields Bruckhaus Deringer 23,245 33 6 Herbert Smith/Gleiss Lutz/Stibbe 33,063 24 6 CMS 2,858 31 7 Slaughter and May 32,038 11 7 Jones Day 3,039 26 8 Allen & Overy 30,202 43 8 Herbert Smith/Gleiss Lutz/Stibbe 33,063 24 9 Norton Rose 30,182 15 9 Mannheimer Swartling 3,385 19 10 Blake, Cassels & Graydon 29,223 8 10 Baker & McKenzie 6,632 18 11 Debevoise & Plimpton 27,195 3 11 Vinge 1,126 17 12 Skadden Arps Slate Meagher & Flom 26,317 6 12 SJ Berwin 3,039 16 13 Davis Polk & Wardwell 26,085 4 13 Travers Smith 2,701 16 14 Freshfields Bruckhaus Deringer 23,245 33 14 Weil Gotshal & Manges 37,182 15 15 Linklaters 21,931 43 15 Cleary Gottlieb Steen & Hamilton 36,563 15 16 Wachtell, Lipton, Rosen & Katz 21,516 4 16 Norton Rose 30,182 15 17 Homburger 21,212 4 17 Loyens & Loeff 8,053 15 18 Clifford Chance 10,621 35 18 Kirkland & Ellis 5,699 14 19 Loyens & Loeff 8,053 15 19 Garrigues 5,518 14 20 Allens Arthur Robinson 7,681 3 20 Dewey & LeBoeuf 5,280 14 Source: mergermarket Source: mergermarket

Monthly M&A Insider 42 League tables

Activity table of private equity firms on European BUYOUTS EUROPE value volume

YTD House Value Deal YTD House Value Deal 30-Apr-10 (€m) count 30-Apr-10 (€m) count 1 Advent International 1,818 4 1 Advent International 1,818 4 2 Kohlberg Kravis Roberts & Co 1,450 4 2 Kohlberg Kravis Roberts & Co 1,450 4 3 Triton Partners 1,133 2 3 HgCapital 179 4 4 Niam 1,088 1 4 Warburg Pincus 467 3 5= Bain Capital 883 1 5 Bridgepoint Capital 410 3 5= Berkshire Partners 883 1 6 Sovereign Capital Partners 44 3 7 Cinven 800 1 7 Herkules Capital 19 3 8 Charterhouse Capital Partners 763 2 8 BNP Paribas Developpement - 3 9 BC Partners 585 1 9 Triton Partners 1,133 2 10 Intermediate Capital Group 508 1 10 Charterhouse Capital Partners 763 2 Source: mergermarket Source: mergermarket

The private equity buyout activity tables by value and volume are based on private equity firms advising the bidder on buyout deals where the dominant geography of the target company is Europe The tables by value and volume have been run from 01 January 2010 to 30 April 2010 and exclude lapsed and withdrawn deals.

Activity table of private equity firms on European EXITS value volume

YTD House Value Deal YTD House Value Deal 30-Apr-10 (€m) count 30-Apr-10 (€m) count 1 Apax Partners 2,200 1 1= Duke Street 404 3 2 3i Group 1,133 1 1= Parcom Capital 404 3 3 Montagu Private Equity 1,117 2 3 CapMan Group - 3 4 Bridgepoint Capital 1,101 1 4 Montagu Private Equity 1,117 2 5 Astorg Partners 804 1 5 Lloyds TSB Development Capital 417 2 6= AXA Private Equity 585 1 6 Phoenix Equity Partners 256 2 6= European Capital 585 1 7 Endless Investments 28 2 8 Lloyds TSB Development Capital 417 2 8 The Carlyle Group 17 2 9= Duke Street 404 3 9= Argos Soditic - 2 9= Parcom Capital 404 3 9= Perfectis Private Equity - 2 Source: mergermarket Source: mergermarket

The private equity exit activity tables by value and volume are based on private equity firms advising the vendor on exit deals where the dominant geography of the target company is Europe The tables by value and volume have been run from 01 January 2010 to 30 April 2010 and exclude lapsed and withdrawn deals.

Monthly M&A Insider 43 44 Q2 10* Q2 10* 10 Q1 10 Q1 09 Q4 09 Q4 oving Moving average line trend 09 Q3 09 Q3 09 Q2 09 Q2 09 Q1 09 Q1 08 Q4 08 Q4 08 Q3 08 Q3 08 Q2 08 Q2 Monthly M&A Insider Monthly 08 Q1 08 Q1 07 Q4 07 Q4 07 Q3 07 Q3 07 Q2 07 Q2 07 Q1 07 Q1 06 Q4 06 Q4 06 Q3 06 Q3 06 Q2 06 Q2 06 Q1 06 Q1 05 Q4 05 Q4 05 Q3 05 Q3 05 Q2 05 Q2 05 Q1 05 Q1 04 Q4 04 Q4 04 Q3 04 Q3 04 Q2 04 Q2 04 Q1 04 Q1 0 0

800 600 400 200 700 600 500 400 300 200 100

1,800 1,600 1,400 1,200 1,000

Number of deals of Number Number of deals of Number me lu vo me lu vo Q2 Q2 10* 10* 10 10 Q1 Q1 09 09 Q4 Q4 09 09 Q3 Q3 09 09 Q2 Q2 09 09 Q1 Q1 08 08 Q4 Q4 08 08 Q3 Q3 08 08 Q2 Q2 08 08 Q1 Q1 07 07 Q4 Q4 07 07 Q3 Q3 07 07 Q2 Q2 07 07 Q1 Q1 y mid-market trend y trend 06 06 Q4 Q4 06 06 Q3 Q3 06 06 Q2 Q2 06 06 Q1 Q1 05 05 Q4 Q4 05 05 Q3 Q3 05 05 Q2 Q2 05 05 Q1 Q1 04 04 Q4 Q4 04 04 Q3 Q3 04 04 Q2 Q2 04 04 Q1 Q1

0 0 5,000

45,000 40,000 35,000 30,000 25,000 20,000 15,000 10,000 50,000

500,000 450,000 400,000 350,000 300,000 250,000 200,000 150,000 100,000

€ € m) ( alue V m) ( alue V e alu e alu v v European M&A quarterl

arterl European M&A qu aphs d gr Tren

EUROPE 42 Q2 10* xits 10 Q1 09 Q4 als 09 Q3 opean buyouts opean e es es al & Biotech Eur Eur 09 Q2 09 Q1 e s Servic e 08 Q4 e gy, Mining & Utilities enc 08 Q3 ansportation Consumer Pharma, Medic Construction Leisur Tr Real Estate Agricultur Def Industrials & Chemic Ener Financial Servic TMT Busines 08 Q2 Monthly M&A Insider Monthly 08 Q1 07 Q4 07 Q3 8.8% 07 Q2 11% 07 Q1 7.8% 06 Q4 06 Q3 06 Q2 7.2% 11.6% 06 Q1 05 Q4 05 Q3 4.9% 05 Q2 05 Q1 04 Q4 4.2% 04 Q3 3.1% 04 Q2 16.1% 04 Q1 2% 0 50 400 350 300 250 200 150 100

0.6% Number of deals of Number 0.5% me lu vo 22.3% me lu vo Q2 10* als xits 10 Q1 09 Q4 es es al & Biotech 09 Q3 opean buyouts opean e e Eur Eur 09 Q2 s Servic e e 09 Q1 gy, Mining & Utilities enc 08 ansportation Q4 TMT Busines Financial Servic Ener Pharma, Medic Construction Leisur Tr Real Estate Agricultur Def Industrials & Chemic Consumer 08 Q3 08 Q2 d te equity tren 08 Q1 a 07 Q4 18% 07 Q3 07 Q2 7.9% 07 Q1 y priv 06 Q4 3.9% 06 Q3 06 Q2 06 Q1 6.4% 05 Q4 25% 05 Q3 05 Q2 05 Q1 04 Q4 11.3% 04 Q3 04 Q2 04 Q1 2.8%

0 6.4% 14%

0.8% 90,000 80,000 70,000 60,000 50,000 40,000 30,000 20,000 10,000

2.8%

100,000

€ m) ( alue V 0.4% e alu e alu v 0.7% v own YTD 2010 akdown Bre European M&A Sector

arterl European M&A qu phs gr a d Tren

EUROPE 46 osed H1 2010* H2 2009 eland lue not discl dic y > €501m €251m-€500m €101m-€250m €15m-€100m €5m-€14.9m Va ance H1 2009 CEE Germany Nor Benelux SEE Ital UK & Ir Other Iberia Fr H2 2008 Monthly M&A Insider Monthly H1 2008 12.5% 11.8% H2 2007 6.8% H1 2007 12.6% H2 2006 3.2% H1 2006 5.5% H2 2005 H1 2005 12.1% H2 2004 23.1% H1 2004 7.7% 0 4.8%

500

3,500 3,000 2,500 2,000 1,500 1,000 Number of deals of Number me lu vo me lu vo H1 2010* H2 2009 > €501m €251m-€500m €101m-€250m €15m-€100m €5m-€14.9m eland dic y H1 ance 2009 CEE Germany Nor Benelux SEE Ital UK & Ir CEE Iberia Fr H2 2008 H1 2008 8% 5.1% H2 3% 2007 8.1% 2.6% H1 2007 8.9% H2 2006 H1 2006 H2 2005 24.7% H1 2005 10.2% H2 2004 H1 2004

9% 10.4% 0

700 650 600 550 500 450 400 350 300 250 200 150 100

€ bn) ( alue e alu V e alu v own European M&A deal size breakd v own YTD 2010 GEOGRAPHIC Breakdown European M&A phs gr a d Tren

EUROPE A mergermarket M&A report on THE MIDDLE EAST & AFRICA

Consolidation expected in the Financial Services sector Middle E ast & A frica The M&A activity in Middle East Africa has been off to a good start, especially in the TMT sector. With the US$10.7bn deal for Zain Africa, TMT accounts for 44% of the total M&A activity for the region this year based by value. Financial Services is also thought to be an active sector within M&A. So far this year there has been one deal close to the US$2bn mark within the Financial Services sector, which was Metropolitan Life Limited’s US$1.99bn offer for Momentum Group Limited, the South African life insurance company. The Financial Services sector accounts for 11.2% of the total M&A in the region so far this year, being the third most active sector based by value, and the consolidation is set to continue.

Eight banks in Nigeria have been given June as the deadline Israeli firms look abroad for to repay NGN 620bn (US$4.14bn) of bail-out funds to the investment Central Bank of Nigeria. The deadline may drive acquisition approaches for the bailed-out banks as they face difficulties Although the recession was mild in Israel, the country hasn’t to come up with the funds needed to pay back the money escaped the impact of the global crisis. The country’s GDP by the deadline. The troubled banks are indebted to other contracted by 1.2% during the 2 quarters it was in recession, parties as well, and in some cases are in negotiations about which was one of the shortest periods recorded. Even so, the the possibility of debt-for-equity swaps. In total there are lack of late-stage funding available in the mid-market has ten Nigerian banks that might be for sale after having faced meant more companies are looking abroad. financial difficulties. These include Union BankN igeria, Bank With private sources of lending drying up within Israel, mid- PHB, Spring Bank, Wema Bank, Unity Bank, Equatorial Trust range firms are interested in finding public investment by Bank, Afribank Nigeria, Finbank, Intercontinental Bank and launching IPOs on the European and US stock exchanges. Oceanic Bank. It is believed that Standard Bank, FirstRand Technology firms LogNet Systems, Vringo and PrimeSense Bank and Nedbank are looking to buy stakes in Nigerian are just a few of the companies already looking for foreign banks when they come up for sale. investment, with an eye on expanding growth potential. Israel has traditionally focused on the Chemical, Pharmaceutical MTN-Orascom tie-up runs into and Defense sectors, but has recently turned its attention to complications the high-technology industry. On 28 April, Egyptian company Orascom Telecom announced it was in talks with the South African MTN Group about a potential tie-up between the two African telecommunication companies, which would geographically benefit both companies. However, the Algerian government is opposing the proposed sale of the Algerian unit, Djezzy, to MTN Group. The government is unwilling to allow the sale of the profitable unit to a foreign investor and has said it will block any sale. Orascom has since announced Djezzy will not be sold and will not be included in negotiations with MTN. The acquisition would have been profitable for MTN Group, giving the company better access to the lucrative Algerian market where it is in competition with Bharti Airtel. Without Djezzy, it’s unclear whether the tie-up between Orascom and MTN will go ahead.

Monthly M&A Insider 47 DEAL OF THE MONTH

Target: Northam Platinum Ltd TS (12.2% stake) Announced: 26 April 2010 Middle E ast & A frica

Bidder: Eurasian Natural Resources Corporation Plc Deal value: US$295m

Seller: Mvelaphanda Resources Limited Deal nature: Cross Border, Private

DESCRIPTION FINANCING • Eurasian Natural Resources Corporation Plc has agreed • The transaction will be financed with NE RCexisting to acquire a 12.2% stake in Northam Platinum Ltd from resources. Mvelaphanda Resources Limited.

• Eurasian Natural Resources Corporation Plc (ENRC), RATIONALE the listed UK based company headquartered in London, • The transaction is in line with Mvela Resources’ strategy is a diversified natural resources group with integrated to reduce its debt and will enable it to proceed with mining, processing, energy and transport operations. the simplification of its corporate structure under its Northam Platinum Ltd, the listed South Africa based unbundling strategy. company headquartered in Johannesburg, is a producer of platinum metals. Mvelaphanda Resources Limited, the listed South Africa based company headquartered in EXPECTED COMPLETION Johannesburg, is a mining company. • May 2010

TERMS BACKGROUND • ZAR 50 (£4.36) in cash per Northam Platinum share. • In 2009, Mvela Resources redeemed approximately ZAR 1.86bn (£156m) of its debt through the sale of • The implied equity value of the transaction is Gold Fields shares. approximately ZAR 18bn (£1.574bn).

• The offer provides a discount of 4.8% based on Northam Platinum’s closing share price of ZAR 52.1 (£4.58) on 23 April 2010, the last trading day prior to the announcement.

• The offer also provides a premium of 4.3% based on Northam Platinum’s closing share price of ZAR 46 (£4.18) on 26 March 2010, one month prior to the announcement.

Monthly M&A Insider 48 DEAL OF THE MONTH

Exit multiples – Y/E [31/12/2009] Premium analysis Middle E ast & A frica Multiples Value (US$m) Offer price per share (US$) 6.7

Revenue 5.4x 427.44 1 day before -4.8% EBITDA 18.3x 125.4 1 month before 4.31% EBIT 21.9x 104.8 1 day after 63.37% Earnings 28.7x 80.74 Pre-rumour n/a

Advisers Target/Seller Bidder Financial JPMorgan Financial Standard Bank Group Limited

Legal Bowman Gilfillan Legal Jones Day

PR PR M:Communications

Mergermarket/dealReporter Intelligence 10-May-2010 Northam expected to face bid from ENRC

26-Apr-2010 ENRC buys 12.2% stake in Northam for US$296m cash

29-Jan-2010 Mvela Resources: Any ENRC bid would trigger mandatory offer for Northam

07-Jan-2010 ENRC likely to look for further African acquisitions; possible bid for Mvela will require waterfall bid for Northam

22-Mar-2010 Mvela Resources continues to evaluate unbundling plans although company remains attractive to suitors

Monthly M&A Insider 49 Top deals & Expected deals

Top 15 Middle Eastern & African announced deals for YTD 30 april 2010 Middle E ast & A frica

Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia Deal Revenue EBITDA P/E 1-day before value (US$m) 30-Mar-10 P Zain Africa BV TMT Bharti Airtel Limited Mobile 11.2 10,700 Telecommunications Company K.S.C. 28-Mar-10 P Sonangol Sinopec Energy, Mining Sinopec Corporation Sinopec Overseas Oil 2,457 International Limited & Utilities Hongkong & Gas Limited (55% stake) International Limited 18-Feb-10 P Tsogo Sun Holdings Leisure Gold Reef Resorts Hosken Consolidated 2,249 Pty Ltd Limited Investments Limited; and SABMiller Plc 31-Mar-10 P Momentum Group Financial Metropolitan Life FirstRand Limited 1,986 Limited Services Limited 25-Mar-10 P Hyprop Investments Real Estate Redefine Income Fund 15.3 2.5% 942 Limited (66.70% Limited stake) 21-Mar-10 C Qatar Shipping Transportation Qatar Navigation -24% 917 Company QSC Company Q.S.C. 10-Jan-10 C Qatar Real Estate Real Estate Barwa Real Estate n/a n/a 10.1 30.6% 862 Investment Co Company QSC 10-Mar-10 C Foodcorp Consumer New Foodcorp Pamodzi Investment 0.6 5.8 453 (Proprietary) Limited Holdings (Proprietary) Holdings (77% stake) Limited (Proprietary) Limited 18-Jan-10 P Bank Audi SAL - Financial M1 Group Ltd EFG-Hermes Holding n/a n/a 3.4% 450 Audi Saradar Group Services Company (13.95% stake) 15-Mar-10 P Kingdom Hotel Leisure Kingdom Holding 4.1 14.3 0.4 25.0% 375 Investments (43.90% Company stake) 18-Feb-10 P Chambishi Metals Energy, Mining Eurasian Natural International Mineral 300 Plc (90% stake); and & Utilities Resources Resources BV Comit Resources FZE Corporation Plc 26-Apr-10 P Northam Platinum Energy, Mining Eurasian Natural Mvelaphanda 5.4 18.3 28.7 -4.8% 295 Ltd (12.20% stake) & Utilities Resources Resources Limited Corporation Plc 31-Mar-10 P Freeworld Coatings Industrials & Brait Private Equity 1.0 6.5 0.2 13.3% 291 Ltd (81.14% stake) Chemicals 17-Feb-10 P National Industrials & Alujain Corporation 10.3% 200 Petrochemical Chemicals Industrial Company (42.60% stake) 28/04/2010 P ICQ Ltd Computer Digital Sky AOL Inc 188 software Technologies Limited C = Completed; P = Pending; L = Lapsed Source: mergermarket

Monthly M&A Insider 50 Top deals & Expected deals

Top 5 Middle Eastern & African announced deals of the month (april 2010) Middle E ast & A frica

Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia Deal Revenue EBITDA P/E 1-day value before (US$m) 26-Apr-10 P Northam Platinum Energy, Mining Eurasian Natural Mvelaphanda 5.4 18.3 28.7 -4.8% 295 Ltd (12.20% stake) & Utilities Resources Resources Limited Corporation Plc 28-Apr-10 P ICQ Ltd Computer Digital Sky AOL Inc 188 software Technologies Limited 13-Apr-10 P Medingo Ltd Pharma, Roche Holding Ltd Elron Electronic 160 Medical & Industries Ltd; Radius Biotech Ventures LLC; and Rafael Development Corporation Ltd 14-Apr-10 P Link Dot Net TMT Egyptian Company Orascom Telecom 108 for Mobile Services Holding SAE 12-Apr-10 P First Dubai Real Real Estate Al Mazaya Holding n/a n/a 6.7% 60 Estate Development Co KSC KSC (36% stake) C = Completed; P = Pending; L = Lapsed Source: mergermarket

Pipeline of Middle Eastern & African expected deals

Situation Target company Sector Potential bidder company Financial Seller company Market Comments adviser to bidder cap/ est. (B); target (T); value seller (S) (US$m) Expected Deal Shadeed Iron and Industrials & Jindal Steel & Power Al Gaith Holding 500 Jindal Steel and Power nears Steel Chemicals Ltd closing deal to acquire Shadeed Iron and Steel

Expected Deal Compugen (Evogene Pharma, Compugen Ltd 23 Compugen may sell Evogene stake) Medical & stake, on demand deals could Biotech spur Big Pharma interest

Rumoured Kenya Electricity Energy, Mining Government of The government of Kenya is in the Takeover Generating Company & Utilities Kenya process of lowering its majority Limited; Kenya stakes in listed utilities Kenya Power and Lighting Electricity Generating Company Company Limited (Kengen) and Kenya Power & Lighting Co. Ltd (KPLC) Expected deals based on confirmed announcements by companies involved

Monthly M&A Insider 51 League tables

Top 15 financial advisers – Middle east & africa Middle E ast & A frica value volume

YTD House Value Deal YTD House Value Deal 30-Apr-10 (US$m) count 30-Apr-10 (US$m) count 1 UBS Investment Bank 14,457 3 1 Goldmanchs 8,968 7 2 Barclays Capital 13,943 3 2 Rand Merchant Bank 2,864 6 3 HSBC Bank 11,617 2 3 Deutsche Bank 4,415 5 4 Standard Chartered 11,000 2 4 UBS Investment Bank 14,457 3 5 BNP Paribas 10,700 2 5 Barclays Capital 13,943 3 6= Global Investment House 10,700 1 6 Standard Bank Group 886 3 6= State Bank of India 10,700 1 7 HSBC Bank 11,617 2 8 Goldmanchs 8,968 7 8 Standard Chartered 11,000 2 9 Royal Bank of Scotland Group 4,933 2 9 BNP Paribas 10,700 2 10 Commerzbank 4,933 1 10 Royal Bank of Scotland Group 4,933 2 11 Deutsche Bank 4,415 5 11 Investec 2,280 2 12 Rand Merchant Bank 2,864 6 12 Credit Suisse 1,178 2 13 ING 2,457 1 13 JPMorgan 1,157 2 14 Investec 2,280 2 14 Lazard 408 2 15 Grant Thornton Corporate Finance 2,249 1 15 Citigroup 375 2 Source: mergermarket Source: mergermarket

Top 15 legal advisers – Middle east & africa value volume

YTD House Value Deal YTD House Value Deal 30-Apr-10 (US$m) count 30-Apr-10 (US$m) count 1 Allen & Overy 13,157 3 1 Edward Nathan Sonnenbergs 5,478 6 2 Herbert Smith/Gleiss Lutz/Stibbe 13,157 2 2 Webber Wentzel 2,328 5 3 Linklaters 11,937 3 3 Allen & Overy 13,157 3 4 AZB & Partners 11,020 3 4 Linklaters 11,937 3 5 Edward Nathan Sonnenbergs 5,478 6 5 AZB & Partners 11,020 3 6 Freshfields Bruckhaus Deringer 5,308 3 6 Freshfields Bruckhaus Deringer 5,308 3 7 Sullivan & Cromwell 4,933 2 7 Bowman Gilfillan 1,435 3 8= GOERG Rechtsanwaelte 4,933 1 8 Dewey & LeBoeuf 825 3 8= Kirkland & Ellis 4,933 1 9 Gibson Dunn & Crutcher 735 3 8= Noerr 4,933 1 10 Jones Day 595 3 8= Stikeman Elliott 4,933 1 11 DLA Cliffe Dekker Hofmeyer 392 3 8= Willkie Farr & Gallagher 4,933 1 12 Werksmans 126 3 13 Skadden Arps Slate Meagher & Flom 2,457 1 13 Norton Rose - 3 14 Webber Wentzel 2,328 5 14 Herbert Smith/Gleiss Lutz/Stibbe 13,157 2 15 Tabacks 2,249 1 15 Sullivan & Cromwell 4,933 2 Source: mergermarket Source: mergermarket

Monthly M&A Insider 52 League tables

Activity table of private equity firms on Middle east & africa buyouts Middle E ast & A frica value volume

YTD House Value Deal YTD House Value Deal 30-Apr-10 (US$m) count 30-Apr-10 (US$m) count 1 Capitau 453 1 1 Capitau 453 1 2 Brait Private Equity 291 1 2 Brait Private Equity 291 1 3 Tene Capital 23 1 3 Tene Capital 23 1 4 Capinnova Investment Bank 20 1 4 Capinnova Investment Bank 20 1 5= Good Energies Investments 15 1 5= Good Energies Investments 15 1 5= New Energies Invest 15 1 5= New Energies Invest 15 1 5= Zouk Ventures 15 1 5= Zouk Ventures 15 1 8= GrowthGate Capital - 1 8= GrowthGate Capital - 1 8= Gulf Capital - 1 8= Gulf Capital - 1 8= The Carlyle Group - 1 8= The Carlyle Group - 1 Source: mergermarket Source: mergermarket

The private equity buyout activity tables by value and volume are based on private equity firms advising the bidder on buyout deals where the dominant geography of the target company is Middle East & Africa including Israel The tables by value and volume have been run from 01 January 2010 to 30 April 2010 and exclude lapsed and withdrawn deals.

Activity table of private equity firms on Middle east & africa exits

value volume

valueYTD House Value Deal YTD House Value Deal 30-Apr-10 (US$m) count 30-Apr-10 (US$m) count

1 Pamodzi Investment Holdings 453 1 1 Pamodzi Investment Holdings 453 1 2 Radius Ventures 160 1 2 Radius Ventures 160 1 3 Pitango Venture Capital 70 1 3 Pitango Venture Capital 70 1 4= Ant Capital Partners 60 1 4= Ant Capital Partners 60 1 4= Bridge Capital Fund 60 1 4= Bridge Capital Fund 60 1 4= Cedar Fund 60 1 4= Cedar Fund 60 1 4= Marathon Venture Capital Fund 60 1 4= Marathon Venture Capital Fund 60 1 4= Mitsubishi UFJ Capital 60 1 4= Mitsubishi UFJ Capital 60 1 4= Nippon Venture Capital 60 1 4= Nippon Venture Capital 60 1 4= Teuza - A Fairchild Technology Venture 60 1 4= Teuza - A Fairchild Technology Venture 60 1 4= Yozma Group 60 1 4= Yozma Group 60 1 Source: mergermarket Source: mergermarket

The private equity exit activity tables by value and volume are based on private equity firms advising the vendor on exit deals where the dominant geography of the target company is Middle East & Africa including Israel The tables by value and volume have been run from 01 January 2010 to 30 April 2010 and exclude lapsed and withdrawn deals.

Monthly M&A Insider 53 Trend graphs

Middle east & africa M&A quarterly trend Middle E ast & A frica

value volume

35,000 140

30,000 120

25,000 100

20,000 80 alue ( $ m)

V 15,000 60 olume of deals V

10,000 40

5,000 20

Middle east & africa M&A quarterly mid-market trend

value volume

6,000 80

70 5,000

4,000 50

3,000 40 alue ( $ m) V olume of deals

V 30 2,000

1,000 10

Moving average trend line

Monthly M&A Insider 54 Trend graphs

Middle east & africa M&A quarterly private equity trend Middle E ast & A frica

value volume

7,000 20

18 6,000 16

5,000 14

12 4,000

alue ( $ m) 3,000 V Number of deals 8

2,000 6

4 1,000 2

Middle East Middle East & Africa buyouts & Africa buyouts Middle East Middle East & Africa buyouts & Africa buyouts

Middle east & africa M&A Sector Breakdown YTD 2010

value volume

0.5% 0.2% 2% 1%

3.7% 3.1% 2% 3% Industrials & Chemicals 15.8% Industrials & Chemicals 10.3% 11.2% Financial3% Services 1.4% Financial Services Financial Services Industrials5% & Chemicals 0.3% 4.1% Consumer Consumer Consumer Energy, Mining & Utilites 5.9% Energy, Mining & Utilites 7.7% Energy, Mining & Utilites TMT 14.9% TMT TMT 13.1% Real Estate 6.9% Real Estate Business Services Business Services Business Services Real Estate Pharma, Medical & Biotech Pharma, Medical & Biotech Pharma, Medical & Biotech Leisure Leisure 11.9%Leisure Tr ansportation 14.9% Tr ansportation Tr ansportation Agriculture Construction 44.4% Construction 13.9% Defence Agriculture Agriculture Defence Defence

Monthly M&A Insider 55 Trend graphs

Middle east & africa M&A GEOGRAPHIC BREAKDOWN YTD 2010 Middle E ast & A frica value volume

0.2% 0.1% 1.1% 0.2% 0.2% 2.1% 1.1% 2.1% 2.2% 3.8% 1.1% 2.1% Israel Israel 9.7% Financial Services 2.1% South Africa 28.7% South Africa 0.9% 4.3% Industrials & Chemicals Egypt Egypt 28.5% Consumer 4.3% United Arab Emirates United Arab Emirates Energy, Mining & Utilites Qatar Qatar 4.3% TMT Kuwait Kuwait Business Services 5.3% Nigeria Nigeria Real Estate Saudi Arabia Saudi Arabia Pharma, Medical & Biotech 0.8% 6.4% 42.8% 2.7% Angola Angola Leisure Lebanon Lebanon 7.1% 7.4%Tr ansportation 0.8% Oman 27.7% Oman Construction Sierra Leone Sierra Leone Agriculture Jordan Jordan Defence Libya Kenya

Libya

Middle east & africa M&A DEAL SIZE BREAKDOWN

value volume

60 250

50 200

40 150

30 alue ($bn) V 100 Number of deals 20

50 10

> $5$01m > $5$01m

$251m-$500m $251m-$500m

$101m-$250m $101m-$250m

$15m-$100m $15m-$100m

$5m-$14.9m $5m-$14.9m

Value not disclosed

Monthly M&A Insider 56 The following notes pertain to data contained in this publication: • Deals are included where the deal value is greater than or equal to €5m. • Where no deal value has been disclosed, deals are included if the turnover of the target is greater than or equal to €10m. • Deals are included in the graphs and Top Deals in each section based on the dominant geography and dominant sector of the target company. Data underlying the League Tables are based on deals where the bidder, target or parent geography of either is that of the geography in focus. • H1 2010 refers to the period 31 January 2010 to 30 April 2010.

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