2018 M&A Year in Review

2018 M&A Year in Review Our shared success 2 | 2018 M&A Year in Review 3

Dear Clients and Friends, The four pillars of our M&A Practice Working across industry sectors and over 45 Hogan Lovells offices around the world, our M&A team is grateful Technical excellence to have shared in your accomplishments during 2018. Executing transactions effectively We are thankful for the privilege of working by your side to execute strategic transactions throughout regulated Global reach industries, to guide companies in extending their geographic Worldwide reach, with local knowledge reach, and to support our clients as you focused on core capabilities and divested and spun-off non-core assets. Industry knowledge Once again, your transactions propelled Hogan Lovells to Understanding issues in regulated industries top 10 M&A rankings globally, as well as top 10 rankings in Europe, Asia-Pacific, the United States, the United Kingdom, Germany, France, and Russia. Full-service capabilities Leveraging subject matter experience We appreciate the trust that you continue to place in us, and we look forward to supporting you on your M&A transactions in the year ahead.

Best wishes for continuing success in 2019. The Hogan Lovells M&A Team 4 | 2018 M&A Year in Review 5

M&A at Hogan Lovells 06 | Our industry sectors 48 | Private Equity 50 | Venture Capital and Emerging Companies

Investing in our clients and communities 54 | Our new Corporate partners and counsel 56 | Citizenship 58 | Diversity and inclusion

2018 Looking forward M&A Year in Review 62 | The year ahead: 2019 66 | Our 2019 M&A events Table of contents

Supporting data is based on cross-border M&A metrics from Hogan Lovells Deal Dynamics, an exclusive cross-border M&A data tool relating to activity across regions and sectors. Visit dealdynamics.hoganlovells.com for more insights. 6 | 2018 M&A Year in Review 7

M&A at Hogan Lovells

Aerospace, Defense, and Government Services

Over the course of 2018, transactions in the ADG space generally took the form of smaller, 75% complementary transactions that served as the foundation for broader growth strategies, a notable contrast to the large-scale aerospace mergers that 2018 average 2018 aggregate 2018 deal dominated the ADG sector during the preceding year. deal value deal value vs. 2017 volume Facing mounting cost pressures, some suppliers looked to consolidate to improve scale and cost efficiencies. With the decrease in mega-deals and rising cost pressures, total deal value in the ADG sector experienced a significant decline during 2018. Our ADG sector group generated thought leadership KBR Smiths Group through our monthly ADG Insights publication, providing perspectives on the top legal and political issues facing We advised KBR, Inc. on its US$355m We advised Smiths Group Plc, a leading the ADG industry, including supply chain management, acquisition of SGT, Inc., an engineering, technology-driven global engineering company, artificial intelligence, space policy, antitrust and competition mission operations, scientific, and IT service on its US$345m acquisition of United Flexible, considerations, and False Claims Act developments. solutions provider to the U.S. government. Inc., a maker of parts for aircraft engines, from private equity firm Arlington Capital Partners. We also expanded our ADG CLE offerings to include Our fourth transaction for KBR in recent international contract drafting, 3D printing and the years, this acquisition helps to further United Flexible was integrated into Smith internet of things, cross-border investigations, strengthen KBR’s position within the Group’s Flex-Tek division, strengthening Flex- cybersecurity, commercial UAS operations, and government services market, NASA, Tek’s positions in aerospace and industrial end export control reform. and the broader space industry. markets globally.

Our Northern Virginia M&A lawyers led a An M&A team from our Baltimore, London, cross-office, cross-practice team on this deal, and Northern Virginia offices led this deal. They supported by lawyers from our employee were supported by lawyers from our antitrust, benefits, environment, government contracts, employment, environment, IP, real estate, IP, regulatory, and tax practices. regulatory, and tax practices. 10 | 2018 M&A Year in Review 11

Aerospace, Defense, and Government Services

‘‘Counsels government contractors on complex business transactions, including M&A.’’ Chambers USA, Government Contracts, 2018

65+ 2018 Swissport TAV We advised Swissport International Ltd., the We advised TAV Airports on its acquisition Aerospace, Defense, Government Contracts world’s largest provider of ground and cargo of 49% of ICF Antalya, the joint venture and Government Firm of the Year handling services in the aviation industry, on that manages Antalya International Airport. Services lawyers its acquisition of Aerocare, a leading baggage TAV and Fraport AG, owner of 51% of ICF's Who's Who Legal and ground handler in the Australian and share capital, will co-control ICF with New Zealand air services market. equal rights.

The acquisition of Aerocare provides Swissport As Antalya International is the second with an exceptional platform to strategically largest airport in Turkey by international expand into the fast-growing Australasian passenger traffic, the acquisition further market. maintains TAV's position as a leader in the airport operations sector in Turkey. TAV’s An M&A team from our Perth and Sydney total portfolio now includes 18 airports offices led this transaction, supported by servicing approximately 141 million lawyers in our finance practice. The global team passengers. involved our London, Luxembourg, Madrid, New York, Paris, and Singapore offices. Our Paris M&A team led this transaction. 12 | 2018 M&A Year in Review 13

Automotive and Mobility

The auto-tech transformation continued in 2018 with key industry players focused on M&A and organic growth in the areas of shared mobility and autonomous, connected, and electric vehicles. Much of the deal activity over the course of the 2018 2018 2018 past year centered around parts, components, average deal value deal volume aggregate deal value and new technologies, with OEMs and major suppliers pursuing strategic collaborations and alliances – including with traditional competitors – and private equity investors showing increased interest in the sector. Our Automotive and Mobility sector group hosted Daimler Dana hot topic workshops alongside industry conferences, including The Autonomy & Urban Mobility Summit We advised Daimler on the creation of a joint We advised Dana Incorporated, a world in France, and Auto-Gipfel in Germany. We executed venture with BMW to form Europe’s leading leader in highly-engineered solutions for our Silicon Valley Mobility Tour targeting technology innovative mobility services business. powered vehicles, on its acquisition of 100% new entrants and hosted a Mexico at the Crossroads of SME Group. The 50-50 joint venture will unify certain event in Mexico City during the U.S.-Mexico trade of the companies’ services regarding car The addition of SME's low-voltage AC induction negotiations where we discussed the impact of sharing, ride-hailing, parking, charging, and and synchronous reluctance motors, inverters, legislative policy on the industry and its supply chain. multimodality. The two groups will partner and controls, which largely support off-highway We also launched an autonomous and connected together in these five areas, to help shape applications, rounds out Dana's robust electrified vehicles podcast series and published the 2018 a unique, sustainable ecosystem for future solutions offerings in China, Germany, Canada, edition of Getting the Deal Through – Automotive urban mobility. and Italy. to reflect current industry developments. Our global M&A team was led by lawyers in Our Italian M&A team led this transaction with our Munich and Dusseldorf offices, supported support from lawyers in our offices across by our antitrust, commercial, employment, IP, China and Germany. real estate, regulatory, and tax practices. 14 | 2018 M&A Year in Review 15

Automotive and Mobility “Impressive practice ... advising clients on the intersection of the automotive and technology industries.” Chambers USA, Transportation: Road (Carriage/Commercial), 2018

300+ Band 1 FlixBus Ford We advised FlixBus on the international We advised Ford Motor Company on its Automotive and Transportation: Road roll-out of its services into other markets, US$250m acquisition of Autonomic, Inc., Mobility lawyers (Carriage/Commercial) including the acquisitions of numerous ticket a technology company that specializes in Chambers USA, 2018 platforms and bus companies across Europe, scale, architecture, and leverage for its expansion into the railroad business, and transportation solutions. its entry into the U.S. market. Ford’s acquisition of Autonomic will accelerate Through these transactions, FlixBus seeks to its mission to establish the Transportation bring a sustainable low-cost travel experience Mobility Cloud platform and support its plans to an increasingly widespread network. to scale up other key mobility initiatives, including the drive toward full connectivity The teams were led by M&A lawyers from our and non-emergency medical transportation. Munich, Frankfurt, Milan, Warsaw, Paris, London, Washington, D.C., and Los Angeles An M&A team from our Silicon Valley office offices, with support from our antitrust, led this transaction, supported by lawyers from employment, IP, regulatory, and tax practices. our Washington, D.C. and Los Angeles offices. 16 | 2018 M&A Year in Review 17

Consumer

While total deal value declined in 2018, the consumer industry remained active in seeking non-organic growth opportunities. Consumer sector companies invested for exposure to faster-growing regions, such as China and other Asia-Pacific countries. 2018 2018 2018 Asia-Pacific Other trends included a move toward digital capabilities deal volume aggregate deal value inbound deal volume with an emphasis on direct-to-consumer technologies, such as online sales channels, and a growing emphasis on categories such as healthy food and drink and all-natural products. Our Consumer sector group continued to help clients navigate the ever-changing landscape of the industry. Aimia eBay We produced thought leadership on a variety of topics impacting and influencing the sector, including M&A and We advised Aimia Inc., a data-driven We advised global commerce leader eBay on capital markets, disruptive technology, sustainability and marketing and loyalty analytics company, its acquisition of the Japan business of Giosis corporate responsibility practices, privacy and consumer on its sale of the Nectar loyalty program Pte. Ltd., including the Qoo10.jp platform. data issues, shifting sales models, and supply and and related assets to J Sainsbury Plc. The acquisition significantly expands eBay’s sourcing matters. This transaction, a key element of Aimia's footprint in Japan, one of the largest e-commerce We also launched a hot topics toolkit to keep our clients strategic refocusing, built on nearly two markets in the world. Building on the strength informed of the latest trends and developments in the decades of work with the client on the of the Qoo10.jp platform, eBay will bring its food, fashion, retail, and electronics space, and a product Nectar program. technology and inventory to Qoo10.jp’s base lifecycle analysis tool, which takes companies through of two million Japanese buyers. each step of launching a new product. An M&A team from our London office led this transaction with support from lawyers The transaction was led by M&A teams in our in our Tokyo and Dubai offices and lawyers Silicon Valley, London, Shanghai, Singapore, from our antitrust, cybersecurity, pensions, and Tokyo offices, supported by lawyers from and real estate practices. our employment, finance, IP, litigation, regulatory, and tax practices. 18 | 2018 M&A Year in Review 19

Consumer

‘‘Multidisciplinary team advising clients on the full spectrum of issues facing the retail industry. Has extensive expertise in commercial contracts and in the development of e-commerce platforms.” Chambers UK, Retail, 2018

400+ Band 1 Navis Capital Walmart We advised Navis Capital Partners on its We advised Walmart Inc. on its US$16bn Consumer lawyers Food and Beverage: investment in the Saitex group, a premium acquisition of a 77% stake in Flipkart Group, Regulatory and Litigation denim supplier to many of the world’s leading a prominent India-based e-commerce Chambers USA, 2018 brands and retailers. marketplace company.

Navis Capital Partners aims to promote The Flipkart investment transforms ethical and environmentally sustainable Walmart’s position in a country with textile production through this investment. more than 1.3 billion people, strong Saitex embraces environmentally sustainable GDP growth, a growing middle class, manufacturing practices, which have reduced and significant runway for smartphone, power usage and carbon dioxide emissions by internet, and e-commerce penetration. nearly 80%. Our global team was led by M&A lawyers An M&A team from our Singapore office led in our Silicon Valley and Singapore offices, this transaction, with additional support from with support from lawyers in our employment, lawyers in our Vietnam offices. finance, IP, and regulatory practices. 20 | 2018 M&A Year in Review 21

Diversified Industrials

1st Dealmaking remained a key component of corporate 30%+ growth strategies in the diversified industrials sector during 2018, with overall sector deal value up by 30%. The sector generated headlines in the early part of the year through a series of mega-deals. Sector for 2018 2018 aggregate Consolidation in the diversified industrials sector 2018 deal volume deal volume deal value vs. 2017 continued throughout the balance of the year as companies sought to drive down costs, access new markets, and adopt new technologies. Our Diversified Industrials sector group delivered strategic training on hot sector topics to clients across the globe. In Tokyo, we met with Japanese Fluor Honeywell trading houses about a broad range of topics, including technology M&A, supply chain We advised Fluor Ltd., a leading engineering We advised Honeywell on its approximately solutions, complex disputes, and digitalization. construction company, on the sale of its 50% €425m acquisition of warehouse automation stake in the Seagreen offshore wind farm projects solutions provider Transnorm from IK Our construction and engineering team hosted under development by Seagreen Wind Energy Investment Partners. Construction, Engineering, and Infrastructure Day, Limited, to its co-shareholder SSE. SSE has a full-day conference in London discussing topics now taken full ownership of the joint venture. Transnorm became part of the Honeywell Safety ranging from procurement to payment, and all and Productivity Solutions and complements stages in between. We also delivered construction Located in Scottish waters, the Seagreen its Honeywell Intelligrated business. This disputes training to clients across the United States, projects have the potential to provide a transaction helps Honeywell respond to rapid Brazil, the UAE, France, and Singapore. significant contribution to Scotland’s e-commerce growth, expanding its delivery renewable energy generation capacity and fulfillment capabilities across Europe. and help to meet Scotland and the UK’s An M&A team from our Washington, D.C., ambitious renewable energy targets. Dusseldorf, Beijing, Amsterdam, Hong Kong, The team was led by M&A lawyers in our Milan, London, Birmingham, Paris, Dubai, and London office and involved our finance and Hamburg offices led the deal, with support from tax practices. our employment, IP, regulatory, and tax practices. 22 | 2018 M&A Year in Review 23

Diversified Industrials

‘‘Powerhouse practice known for its diverse construction capabilities.” Chambers Global, Construction, 2019

500+ Tier 1 SABIC Sojitz We advised SABIC, a global leader in We advised Sojitz Corporation, Diversified Industrials Transportation Regulation diversified chemicals, on its landmark joint an international trading company lawyers Legal 500 US, 2018 venture with ExxonMobil. headquartered in Japan, on the acquisition of 10.03% of the issued and outstanding The joint venture advances development of shares of PAN Group JSC, a major the Gulf Coast Growth Ventures project, agriculture and food firm listed on the a multibillion-dollar ethane cracker and Ho Chi Minh Stock Exchange, as part of polyethylene manufacturing facility planned a strategic investment and collaboration for construction in San Patricio County, Texas. with PAN Group. The plant will become the largest of its type in the world upon completion, estimated This strategic alliance strengthens Sojitz’s between 2021 and 2022. collective businesses in Vietnam.

A cross-practice, cross-office team from our An M&A team from our Ho Chi Minh City Baltimore, Denver, Houston, Miami, New York, office led the transaction. and Washington, D.C. offices led the transaction, with support from our antitrust, arbitration, IP, project finance, and tax practices. 24 | 2018 M&A Year in Review 25

Energy and Natural Resources

2nd Stable oil and gas prices generated greater industry 44% confidence in 2018. Energy and natural resources businesses sought to invest in alternative asset classes to adapt to changing market dynamics while shale and renewables continued to attract high levels of interest. 2018 average 2018 Sector for 2018 The year also saw rapid investment into hybrid and deal value vs. 2017 deal volume average deal value electric vehicles alongside a heightened interest in businesses developing non-gas heating systems. Our Energy and Natural Resources sector group focused on integrity and sustainability – how clients can follow best practices while boosting their bottom line. Our publication, Leading the way: Business Northern Coal Polymetal integrity and sustainable development, shared energy-related insights across a broad range of topics, We advised Northern Coal Proprietary We advised Polymetal International plc, a including the social license to operate, human rights, Limited on its sale to Msobo Coal. leading precious metals mining group and bribery and corruption, green finance, and socially member of the FTSE 250, on the sale of its 50% responsible investing. Msobo Coal’s acquisition of Northern stake in Aktogai Mys LLC, a license and subsoil Coal allows for the development of two We also hosted Global Energy Summits in Houston, contract holder for the Dolinnoye gold deposit of Northern Coal’s greenfield projects. located in Kazakhstan. London, and Singapore. This flagship program The transaction is particularly relevant welcomed more than 250 of the world's most given South Africa’s current energy The sale was part of Polymetal’s strategy to focus influential energy executives to discuss the growing shortage. The coal projects benefit the company’s assets portfolio on high-margin impact of nationalism on the energy industry. South Africa through energy generation and long-life assets. In addition to the sale of and job creation via local supplier and shares, the transaction involved the unwinding manufacturer development. of complex corporate and commercial relationships between the existing shareholders of Aktogai Mys. The transaction was led by an M&A team in our Johannesburg office. An M&A team from Moscow led this deal. 26 | 2018 M&A Year in Review 27

Energy and Natural Resources

‘‘Established team with strong expertise advising on acquisitions and complex financings of power projects, particularly in the renewable energy space.’’ Chambers Global, Projects & Energy, 2019

400+ Tier 1 Repsol Société Générale We advised Repsol, a global energy company, We advised Société Générale on its acquisition Energy and Natural Oil and Gas on its acquisition of 40% of Bardahl de México, of Lumo, a French crowdfunding platform Resources lawyers Legal 500 UK, 2018 S.A. de C.V., a Mexico-based automotive fluids dedicated to renewable energy projects. and lubricants company. By acquiring this crowdfunding solution, This is the largest transaction to date for Société Générale can better support its major Repsol’s lubricants division in the Latin America energy clients in developing their projects, as region. The lubricants division is one of the requested by the French government’s company’s most globalized business units and its Renewable Energy Liberation Plan. Lumo's presence in the Latin America region is expected wind, solar, and hydroelectric projects are to be significantly bolstered by this operation. expected to produce more than 260m kWh of green electricity every year, enough for the annual The M&A team consisted of lawyers from our energy needs of almost 100,000 households. Mexico City, Monterrey, and Madrid offices with support from our antitrust, employment, An M&A team from our Paris office led this and regulatory practices. transaction. 28 | 2018 M&A Year in Review 29

Financial Institutions

1st Financial institutions sought to improve operational 9% efficiency through dealmaking, with board rooms 3% focused on navigating market fragmentation, digital disruption, ongoing regulatory pressures, and the threat of cyber breaches. 2018 average Overall market for deal volume 2018 aggregate FinTech is changing the face of financial services and deal value vs. 2017 in Q1, Q2, Q4 2018: UK deal value vs. 2017 overturning assumptions about the way they are delivered. Established strategic actors in the FinTech sector looked to consolidate market positions through acquisitions, while private equity and venture capital investments in FinTech continued to grow as well. Our Financial Institutions sector group focused on DSV GE Capital the theme of "Future opportunities in a fractured world." We held summits in Hong Kong, New York, We advised Deutscher Sparkassen Verlag We advised GE Capital, the financial services and London, sharing insights on the geopolitical GmbH (DSV), which is part of the Sparkasse division of General Electric (GE), on the sale of a climate and rapid growth of new business issues Financial Group, on the formation of a US$1.5bn health care equipment finance (HEF) as well as opportunities for global banking. payment services joint venture with Ingenico portfolio from GE Capital’s HEF business to Group S.A., a global payment business. The TIAA Bank, a provider of nationwide banking We also provided training and produced thought transaction combines DSV-owned BS PAYONE and lending services. Additionally, we advised leadership around the themes that present key GmbH with Ingenico retail assets in Germany, GE Capital on a five-year vendor financing concerns for our clients – regulation, Brexit, Austria, and Switzerland (the DACH region). agreement with TIAA Bank for U.S. customers cybersecurity, FinTech, digitalization, the rise of of GE Healthcare. alternative lenders, managing risks, and life after LIBOR. PAYONE GmbH will be a leading payment service provider within the DACH region. The health care portfolio includes loans and With its 330,000 acceptance points, it is leases to approximately 1,100 hospitals as well as expected to process an annual transaction 3,600 physician practices and diagnostic and volume of €125bn. imaging centers across the United States.

The M&A team was led out of Frankfurt with The M&A team was led out of Washington, D.C. support from our antitrust, employment, with support from our finance, IP, litigation, finance, and IP practices. regulatory, and tax practices. 30 | 2018 M&A Year in Review 31

Financial Institutions

‘‘They're outstanding: highly experienced and competent attorneys who have a commercial and practical approach.’’ Chambers Global, Banking & Finance, 2019

700+ Band 1 Lloyds Banking Group PayPal We advised long-standing clients Lloyds We advised PayPal on its investment into Pine Financial FinTech Banking Group and Scottish Widows on the Labs, India’s largest retail payment platform, Institutions Chambers Global, acquisition of Zurich’s UK workplace with financing coming jointly from PayPal and lawyers 2018 pensions and savings business. Temasek, the sovereign wealth fund of the Singapore government. The target business has assets under administration of approximately £19bn. Pine Labs offers a smart, cloud-based point-of- The deal expands Scottish Widows’ offering sale platform aimed at expanding and and extends its role in the financial planning accelerating commerce and automation for and retirement space while providing a merchants in local markets. PayPal’s global modern, flexible workplace savings presence and strong product expertise — platform. combined with Temasek’s deep network in Asian markets and extensive knowledge of Our M&A team in London led the transaction, financial services companies — helps to position with support from lawyers in our employee Pine Labs for accelerated growth and evolution. benefits, employment, finance, IP, pensions, real estate, and tax practices. Our Singapore M&A team led this transaction. 32 | 2018 M&A Year in Review 33

Insurance

2018 witnessed a strong rebound in cross-border M&A activity with total deal values in the insurance sector reaching US$43.05bn, an increase of over 100% on 2017. 102% A number of factors drove activity, including excess capacity in the reinsurance market, continued interest in 2018 2018 aggregate 2018 the United States from foreign buyers, and changes in deal volume deal value vs. 2017 aggregate deal value corporate strategies. Higher capital requirements in Europe under Solvency II have also been a factor and inevitably Brexit has resulted in restructuring and some disposals. In addition, low interest rates and expensive policy guarantees have led insurers to consider shareholder returns. Many transactions have featured insurers exiting capital-intensive legacy businesses, Canada Life CapSpecialty with some looking to build wealth management platforms We advised Canada Life, the UK insurance We advised CapSpecialty, Inc. on the which combine pensions and asset management products. arm of the Canadian financial conglomerate acquisition of the renewal rights of Rockhill Our Insurance sector group continued to lead the way on Great-West Lifeco Inc., on the sale of its £2.7bn Insurance Group’s excess and surplus lines developments impacting the sector, hosting and legacy insurance business to Scottish Friendly, environmental insurance book of business presenting at client events on Part VII transfers and the a UK friendly society. and related assets and personnel. impact and opportunities in the sector arising from Brexit from the UK and Continental European perspectives. The sale allows Canada Life to concentrate This transaction highlights the 2018 trend of on core markets and further accelerates its disposals of run-off and non-core businesses We also produced publications on key global trends in the strategic push into annuities, wealth by some U.S. insurers seeking to restructure sector as well as spotlight articles on insurance M&A, management, group and individual around core products or shed non-core blocks InsurTech, use of unmanned aerial vehicles (UAVs), protection, and retirement solutions. and the desire of other U.S. insurers to increase sanctions, and the growing adoption of blockchain by scale in specialty sectors where they have the insurance industry. An M&A team from our London office led this a presence. transaction, with support from lawyers in Hong Kong and across Europe. The team also The M&A team was led by lawyers in our New included lawyers from our employment, York office, with support from colleagues in regulatory, and tax practices. Northern Virginia. 34 | 2018 M&A Year in Review 35

Insurance

‘‘They're a high-quality firm with a broad geographic approach, meaning they are positioned to support our regulatory and transactional needs wherever they arise.’’ Chambers UK, Insurance: Non-contentious, 2019

300+ 2018 Gothaer Sedgwick We advised the Gothaer Group, one of We advised Sedgwick, Inc., a global provider of Insurance Insurance Practice the largest German insurance companies, technology-enabled risk, benefits, and integrated lawyers Group of the Year on the sale of its Polish subsidiary, business solutions, on the US$6.7bn sale of KKR’s Law360 Gothaer Towarzystwo Ubezpieczen, majority stake in the enlarged Sedgwick group to to Vienna Insurance Group, a leading The Carlyle Group, a global alternative asset insurance specialist in Central and manager. Eastern Europe. This transaction allows Sedgwick to leverage The This transaction was part of the Carlyle Group’s expertise as informed and engaged implementation of Gothaer’s 2020 strategic allies in global industry innovation. strategy plan and allows the company to focus more on its core business in The M&A team was led by lawyers in our London, Germany. Perth, Los Angeles, Shanghai, Paris, Hamburg, and Amsterdam offices, with support from our The M&A team consisted of lawyers employee benefits, employment, pensions, and from our Dusseldorf and Warsaw offices. regulatory practices. 36 | 2018 M&A Year in Review 37

Life Sciences and Health Care

The life sciences and health care sector experienced record-high M&A values in 2018. Consolidation in the 46% sector was abundant, including through a number of mega-deals where incumbents looked to cement their market positions in the face of competition from 2018 2018 aggregate 2018 market disrupters. aggregate deal value deal value vs. 2017 deal volume Large strategic actors also showed a willingness to execute bold deals given the industry-wide appetite for new technologies. Opportunities in growth markets where rising incomes have bolstered demand for health care services sparked further cross-border deal activity. Celgene LabCorp Our Life Sciences and Health Care sector group continued to help clients tackle the issues shaping the We advised Celgene Corporation on its up to We advised LabCorp on its US$670m sale of future of the industry. We published our annual LS&HC US$7bn acquisition of Impact Biomedicines, Covance Food Solutions, a provider of product Horizons, a compilation of our global team’s a developer of fedratinib, a promising potential design and product integrity services for the perspectives on more than 30 hot topics impacting treatment for myelofibrosis, a bone marrow food supply industry, to Eurofins Scientific. the industry such as digital health, cell and gene disorder. This transaction allows LabCorp to focus on therapies, drug pricing, and M&A trends. Myelofibrosis is a disease with high unmet its core mission of improving health and We also spoke on many of these topics at client medical need, as the number of patients who improving lives and also better positions events throughout the year, including a series of client are ineligible for, or become resistant to, Covance Food Solutions to serve the global dinners hosted in partnership with STAT, the health- existing therapy continues to increase. Impact food supply industry. oriented news website. Biomedicine’s fedratinib provides strategic A global team was led by M&A lawyers in our options for Celgene on this disease. Baltimore, New York, and Philadelphia offices, An M&A team from New York led this deal, with support from lawyers in our cybersecurity, with support from our antitrust, employee employee benefits, employment, environment, benefits, employment, environment, finance, litigation, pensions, regulatory, and regulatory, and tax practices. tax practices. 38 | 2018 M&A Year in Review 39

Life Sciences and Health Care

“It feels like you are working with lawyers who are leading the way. They are the firm at the cutting edge of law.” Chambers Global, Life Sciences, 2018

500+ Band 1 Novartis Wake Forest Baptist Health We advised Novartis on its US$8.7bn We advised Wake Forest Baptist Health (WFBH), Life Sciences and Life Sciences acquisition of AveXis Inc., a U.S. clinical- a leading U.S. academic medical center, on its Health Care lawyers Chambers Global, 2018 stage gene therapy biotech company that is acquisition of High Point Regional Health, a health developing a treatment for spinal muscular system consisting of a 351-bed acute care hospital, atrophy (SMA) Type 1, the number one genetic physician practice, cancer center, ambulatory cause of death in infants. surgery centers, and related businesses, collectively serving more than 300,000 people annually, from This transaction helps Novartis bring children University of North Carolina Health Care System. the first one-time, gene-based treatment for SMA. The deal also supports Novartis’ strategy This acquisition is an important expansion for to deliver transformative innovation in areas of WFBH and enhances its ability to offer high- high unmet medical need and advances its quality integrated health care services throughout growing pipeline of gene therapies. the Triad region of North Carolina.

An M&A team in New York and Washington, An M&A team from our Washington, D.C. and D.C. led this transaction for Hogan Lovells, New York offices led this deal, with support from with support from lawyers in our employment, our health, employee benefits, employment, litigation, real estate, regulatory, and tax practices. environment, finance, regulatory, and tax practices. 40 | 2018 M&A Year in Review 41

Real Estate

Deal volumes in the real estate sector increased again 14% during 2018, while total deal value dropped by almost 19% 20%. Transactions pursued by REITs and private equity firms provided a boost to overall deal activity. Recent mega-deals in the sector showed confidence in 2018 2018 China 2018 aggregate the shopping mall segment as investors sought deal volume vs. 2017 aggregate outbound value deal value vs. 2017 properties that could be repurposed, while Chinese buyers maintained their interest in Western properties, especially within Europe. At the same time, institutional investors looked to potentially higher yields provided by real estate, in contrast to disappointing results from fixed-income and equity investments. GLL Real Estate Greystar Our Real Estate sector group launched its global Real Estate Radar at MIPIM, the world's largest property We advised the shareholders of GLL Real We advised Greystar Real Estate Partners, conference, highlighting key legal changes in a variety Estate Partners GmbH, a Munich-based real a leading multifamily real estate investment of international jurisdictions. At Expo Real in Munich, we estate fund manager, on its sale to Macquarie trust, on its all-cash US$4.6bn acquisition of launched our new Exploring Europe guide summarizing Infrastructure and Real Assets. EdR, one of the largest owners, developers, the legal and practical issues to consider when investing and managers of collegiate housing in the The GLL Group is a global operator of real in, or relocating to, major European jurisdictions. United States. estate funds with assets under management of Our inaugural PropTech event, held in London, focused around €7bn. This transaction has enhanced This transaction establishes Greystar as the on how technology is transforming the industry. We also Macquarie’s offering for real estate investment second largest institutional owner and manager published thought leadership on blockchain and the funds across Europe and the Americas. of student housing in the United States. tokenization of real estate assets, cybersecurity, and smart buildings. An M&A team from our Munich office led this An M&A team from our Washington, D.C. office transaction, supported by lawyers from our led this transaction, with support from lawyers offices across Germany and Luxembourg and in our antitrust, employee benefits, environment, our antitrust, employment, finance, real estate, finance, real estate, regulatory, and tax practices. regulatory, and tax practices. 42 | 2018 M&A Year in Review 43

Real Estate

‘‘They really are the absolute top echelon of corporate, tax and securities in the REIT world.’’ Chambers USA, REITs, 2018

500+ Band 1 Ivanhoé Cambridge Prologis We advised Ivanhoé Cambridge on its We advised Prologis, Inc., a global leader Real Estate REITs approximately US$3bn joint acquisition with in logistics real estate, on the sale of a US$1.1bn lawyers Chambers USA, 2018 Blackstone Property Partners of Pure Industrial high-quality portfolio of properties in Europe Real Estate Trust, which owns and operates and the United States to a major Asian property industrial properties in North America. company.

This is one of a series of high-value joint This transaction effectively completed Prologis’ venture investments between Ivanhoé portfolio realignment program, which began in Cambridge and Blackstone. They also jointly 2011 and upon completion in 2018 totaled acquired Stuyvesant Town/Peter Cooper approximately US$14bn of building sales on an Village — 2015’s largest single-asset real owned and managed basis. estate acquisition in the United States. An M&A team from our Washington, D.C., An M&A team from our New York and London, and Denver offices led this deal,with Washington, D.C. offices led these transactions, support from lawyers in our real estate and tax with support from lawyers in our Denver office. practices across Europe and North America. 444444 | 2018 M&A Year in Review 45

Technology, Media, and Telecoms 1st

The TMT sector remained at the forefront of global 47% M&A activity in 2018 as dealmaking continued to be 66% driven by four complementary factors – consolidation, convergence, innovation, and expansion. Even with outbound China M&A, historically a driver of Sector for 2018 2018 China outbound 2018 aggregate aggregate deal value TMT transactions, down 66% and the U.S. government M&A volume vs. 2017 deal value vs. 2017 exerting heightened regulatory scrutiny on inbound investments, the sector still achieved an increase of 47% in deal value. Buyers outside the technology sector continued to account for a significant amount of industry activity, with one third of all strategic technology M&A deals executed in North America involving a non- technology buyer. Adobe Anschutz Our TMT sector group focused on disruption, big data, We advised Adobe Inc. on its US$1.68bn We advised The Anschutz Corporation, artificial intelligence, and the internet of things. We acquisition of Magento Commerce and its the majority shareholder of Regal continued to build on the success of our IoT Webinar US$4.75bn acquisition of Marketo, Inc. Entertainment Group, on the US$5.9bn Series with over 600 people joining us for six events The Marketo transaction is Adobe’s largest sale of Regal to Cineworld Group plc, the covering topics such as drones, wearable tech, IoT acquisition to date. FTSE-250 listed global cinema business. litigation challenges, and product liability in Europe. These acquisitions enhance the capabilities This transaction created one of the world’s We launched our guide Artificial intelligence and your of the Adobe Experience Cloud in digital largest cinema chains. The new cinema business, highlighting several of the key challenges and commerce, lead management, and giant operates in 10 countries and has commercial opportunities for AI and advanced account-based marketing. 9,500 screens across the United States machine-learning. We also hosted several events in and Europe. relation to AI, the evolving legal landscape, and its M&A lawyers in Silicon Valley and San ethical implications. Francisco led on these deals, with support An M&A team from our Denver and Silicon from our antibribery, antitrust, cybersecurity, Valley offices led this transaction, with employment, employee benefits, finance, support from lawyers in our banking and IP, international trade, and tax practices. tax practices in London and New York. 46 | 2018 M&A Year in Review 47

Technology, Media, and Telecoms

‘‘The most remarkable qualities from my point of view are their cross-border capabilities and their absolute flexibility in case of urgent matters.’’ Chambers Europe, TMT, 2018

600+ 2018 Pareteum Corp. Sberbank We advised Nasdaq-listed Pareteum Corp., We advised a FinTech subsidiary of Sberbank, TMT TMT Team of the Year a leading global provider of mobile networking the largest bank in Russia, on its acquisition of lawyers Legal Business Awards, 2018 software and services, on its takeover of AIM- a majority stake in the Russian IaaS provider, listed Artilium Plc, an enterprise communications Novintech, which was established by a systems and core telecommunications business integrator and provider of information headquartered in London. technologies for corporations.

This transaction follows the successful strategic This partnership of industry leaders accelerates alliance between the two companies, entered the spread of cloud technologies in Russia and into with the intent of jointly pursuing new gives new impetus to further development of and developed markets, accelerating growth, the Russian IT market. One of the strategic and increasing market penetration for both goals of the partnership is to create a unified companies. Russian marketplace to provide businesses of all sizes access to reliable, affordable, and M&A teams from our London and Philadelphia globally competitive market cloud solutions. offices led this transaction, supported by lawyers from our employment, employee An M&A team from Moscow led this benefits, securities, and tax practices. transaction. 48 | 2018 M&A Year in Review 49

Private Equity Private Equity PE/Mid-cap deal capability Highly commended: lawyers Legal 500 UK, 2018 PE Team of the Year Legal Business Awards Our Private Equity team had a busy 2018 advising on mid-market and larger buy-outs, exits, and bolt-ons, as well as multiple fundraisings, Pantheon Ventures Silver Lake Partners secondaries, and co-investments. and Quorum Software We regularly advise Pantheon Ventures We expect 2018 private equity activity levels to on primary investments, co-investments, We advised Silver Lake Partners and its be maintained through 2019, despite high price and large portfolio secondaries. More portfolio company Quorum Software on the expectations from sellers, increasing recently, we advised on Pantheon Ventures sale of Quorum to Thoma Bravo. We previously protectionism, and Brexit. and IDINVEST’s tender offer for Lyceum represented Quorum Software on its sale to The technology, automotive, transportation and Fund III, which was nominated for The Carlyle Group and subsequently represented logistics, food, health care, and business services European Secondaries Deal of the Year The Carlyle Group and Quorum Software sectors are likely to see increased activity in 2019. by Secondaries Investor Awards 2018. on the sale of Quorum Software to Silver Lake Partners. We anticipate that funds with a good track record, looking to raise new capital, will be positioned for 21 Invest Permira and Tricor Group a successful 2019. First-time funds will need to have a compelling set of managers with a good We advised 21 Invest on its sale of Forno We advised Permira's portfolio company, track record behind them to find similar success d'Asolo S.p.A, a leading frozen food product Tricor Group, on the bolt-on acquisition of throughout the year. manufacturer and distributor, to BC Partners. Madison Pacific. Permira, a global private Hogan Lovells previously advised 21 Invest on equity firm, has around €30bn worth its acquisition of Forno d'Asolo back in 2014. of assets under management.

“Acts for a broad spectrum of PE houses “Regularly represents private equity and alternative asset managers, including houses and corporate clients from an specialist investors, sovereign wealth array of industries.” funds and pension funds.” Chambers USA, 2018 Chambers UK, 2018 50 | 2018 M&A Year in Review 51

Venture Capital and Venture Capital PE: Venture Capital Band 3: Venture Capital and lawyers Legal 500 Germany, 2018 Emerging Companies Emerging Companies Legal 500 USA

In 2018, our Venture Capital and Emerging Deutsche Telekom Monzo Companies practice continued to advise We advised Deutsche Telekom and its We advised Monzo, the UK’s fastest- leading-edge start-ups, growth-stage companies, subsidiary Deutsche Telekom Venture Funds growing, digital challenger bank, on its corporate venture capital investors, and on the sale of its VC portfolio. More than 20 largest crowdfunding round. Monzo raised venture capital funds on a range of matters. portfolio companies were sold worldwide as £20m via crowdfunding from eligible Monzo We assisted our clients on fundraising, part of this secondary portfolio sale. customers, as part of its £105m Series E raise. investments, corporate governance, and exits across our regions and worked alongside Founders Fund Personio GmbH industry innovators in TMT, life sciences and health care, automotive and mobility, We advised Founders Fund its US$165m We advised Personio GmbH on its Series B and energy and natural resources. Series G venture funding for Oscar Health, financing round. Index Ventures, Northzone an online health insurance network provider, Venture, and Global Founders Capital invested For the second consecutive year, we were and on its US$60m Series C venture funding US$40m into Personio in order to grow and honored to serve as a sponsoring partner at for RigUp, a developer of an on-demand internationalize its business operation to form the 2018 Dell Women’s Entrepreneur Network workforce management and hiring platform. Europe’s leading HR software company. Summit, offering practical legal guidance to entrepreneurs from around the world over the course of an inspiring two days of creativity, “Distinguished practice acting for an “Clients of Hogan Lovells International entrepreneurship, and social good. impressive roster of clients on high-value LLP can count on ‘excellent lawyers domestic and cross-border transactions. available for support at any time,’ who Recognized for its adept handing of ‘swiftly provide thought-through and complex M&A and joint ventures, and commercially feasible solutions.’ Venture highlighted for its strengths in the venture capitalists ... especially rely on the team capital and private equity space.” for their investments.” Chambers USA, 2018 Legal 500 EMEA, 2018 52 | 2018 M&A Year in Review 53 Investing in our clients and communities

54 | Our new Corporate partners and counsel 56 | Citizenship 58 | Diversity and inclusion 54 | 2018 M&A Year in Review 55

Our new Corporate partners and counsel

20 Corporate lawyers Americas United Kingdom Continental Europe Africa, Asia-Pacific elevated to partner and Middle East and counsel Partners Partners Partners Counsel Meg McIntyre Sarah Shaw Daniel Dehghanian Bartosz Clemenz Partners Washington, D.C. London Düsseldorf Warsaw Paul Tonkin Juan Garicano Arnaud Deparday Sherry Gong Counsel London Madrid Paris Beijing Ian Gordon Jessica Bisignano Counsel Ludovic Geneston Ghina Farah Philadelphia Paris Paris Perth Neil Chisholm Allison Donovan Marek Grodek Markus Franken London Counsel 9 Denver Warsaw Frankfurt Bryan Stephens Aditya Alam Robert Hayes Martin Haase Tobias Kahnert London Jakarta Lateral partners Washington, D.C. Düsseldorf Munich Oliver Wilson and counsel Sara Lenet Alexander Koch Nico Neukam Matthew Bousfield London welcomed to our Washington, D.C. Hamburg Düsseldorf Singapore Corporate practice Andrea López De La Campa Massimiliano Masnada Mexico City Rome Tiffany Posil Washington, D.C. 56 | 2018 M&A Year in Review 57

Pro bono hours dedicated Awards for our work on behalf The value of pro bono legal to Empowering Girls and of girls and women services devoted through Women Initiative matters 2015 – 2018 the Empowering Girls and Citizenship Women Initiative

Citizenship is an integral part of our Empowering Girls HL BaSE culture. All of our 6,000+ staff strive to and Women Initiative HL BaSE is our international social enterprise devote at least 25 hours each year to We have challenged ourselves over the past and social finance practice. Our mission is to citizenship activities as part of normal three years to focus our time, skills, and offer accessible legal support for business as a work duties. Our lawyers devote more resources on empowering, advancing, and force for good. Over the past 10 years, we have than 100,000 hours every year to pro protecting the rights of girls and women. offered pro bono legal advice to a wide range of bono matters. We invest in the places As 2018 came to a close, we were proud to social impact enterprises and have partnered where our clients live and work. have far exceeded our original targets. with clients to offer free legal advice to social entrepreneurs through our HL BaSE Catalyst We have delivered weeklong, comprehensive program. trainings to lawyers in the Balkans to equip them to tackle gender-based violence. We have In 2018, we are proud to have advised worked with the Rape, Abuse & Incest National Signol – a mission-led business promoting Network every year to review, research, and sustainability in the aviation sector – on update six different databases covering all U.S. corporate structure aspects, supporting the state laws that impact sexual assault victims business to scale. Signol uses cutting-edge and counselors. We were also the first private- behavioral science with a proprietary sector sponsor for SPRING, a change accelerator platform to improve fuel efficiency for girls in East Africa and South Asia. and reduce carbon dioxide emissions. 58 | 2018 M&A Year in Review 59

Corporate Equality Rating Awards for our diversity Women Friendly Firm Human Rights Campaign, and inclusion efforts Yale Law Women, 2018 Diversity 2010 – 2019 2015 – 2018 and inclusion

We embrace the diversity of our Supporting our talent Corporate Diversity program people, recognizing the many In November 2018, the firm hosted Allverse, Our Gender Diversity Talent Engagement elements that make them their our inaugural minority and LGBT+ lawyer and Retention Initiative aims to improve our authentic selves, and the value diversity conference. ability to retain and develop women lawyers. their individual contributions The initiative takes female Corporate lawyers This conference gathered together more bring. We promote healthy and their supporting partners on a journey than 220 diverse lawyers in the United dialogue around the multiple together to enable their personal and career States, a delegation from our international strands of diversity both globally development. offices, and our firm’s senior leadership and within our regions. to explore the theme “Investments and Participants engage in peer group coaching Intrapreneurship,” focusing on the ways sessions and formal modules centered on that our diverse lawyers can invest in building confidence and global networks. A key themselves, how they can be entrepreneurs part of the program focuses on educating the within the firm, and the investments that our supporting partners on what their female mentees management and the diversity infrastructure actually require of them and the firm to support can make in diverse lawyers and their futures. these lawyers in achieving their career goals.

“[Allverse] is truly one of a kind ... to me, it shows a commitment from the law firm, and to make this kind of investment in D&I really speaks volumes.” Client Deputy General Counsel, 2018 60 | 2018 M&A Year in Review 61

Looking forward 2019

62 | The year ahead: 2019 66 | Our 2019 M&A events 62 | 2018 M&A Year in Review 63

The year ahead: Available capital Divesting and consolidating to grow Private equity firms are well-positioned for As companies and private equity firms 2019 dealmaking with a record US$1.2tn of deployable refocus strategy and pursue new technologies, capital in combination with readily available divestitures and spin-offs of noncore business We expect robust M&A activity to continue in debt financing. In addition, alternative sources units and portfolio companies will provide 2019, even in the face of geopolitical and of capital such as large pension funds and opportunities to unlock value by prioritizing regulatory headwinds. Traditional strategic and sovereign wealth funds are expected to be core businesses. Consolidation of industry private equity investors, together with sovereign increasingly active through direct investing. players is anticipated to continue, particularly wealth funds and family offices, have available Family offices also are a growing alternative in Europe, where consolidation opportunities capital and strong balance sheets ready to source of capital with more than 5,300 family in sectors such as utilities, financial institutions, deploy. Converging technology, focus on core offices holding over US$4tn of assets globally. pharmaceuticals, and chemicals have not yet business lines, and opportunities to consolidate By taking a longer-term view, large family taken off in large measure. Returns could be or spread risk all provide strong incentives for offices can challenge private equity firms rewarding, in a market that continues to build market participants to find solutions and to as the investors preferred by target on 2018 trends, including activist pressure on pursue growth through M&A transactions. company management. strategic acquirers to expand.

Manufacturing change Spreading the risk Manufacturers facing uncertainty over trade Companies are looking beyond the borders tariffs and protectionist measures could take of their traditional markets. Investments and advantage of increasing automation and shift projects outside a company’s geographic resources toward manufacturing facilities that comfort zone are being motivated less are geographically closer to customers, even by potentially higher yields in higher-risk where labor costs are higher. By acquiring geographies, and more by a desire to balance and developing manufacturing facilities in the risk profile of growing international customers’ backyards, companies can reach business. In this spirit, construction firms those markets locally rather than through and industrial players from Europe are the customs house and bring job creation, expected to be increasingly active in Africa, investment and domestic production favored Middle East, and Asia instead of in more by local governments. mature markets.

6464 | 2018 M&A Year in Review 65

Healthy balance sheets Tech transactions

Strategic acquirers continue to benefit from Competition to develop new technology healthy balance sheets with an abundance of will continue to drive M&A volume and cash available for M&A. The rewards of U.S tax valuations. As industrial businesses reforms that took effect in 2018 will continue converge with technology, strategic to position U.S. multinationals to apply cash acquirers not historically viewed as previously held off-shore toward increased technology firms are expected to M&A by U.S. parties. Given the strong cash continue to seek opportunities to position on many balance sheets, companies supplement existing research and will continue to face activist pressures to utilize development capabilities. available cash for deals or share repurchases. Corporates will look to pursue Navigating geopolitical events acquisitions of technology companies as well as venture capital-styled minority While protectionism, Brexit, and ongoing investments sometimes merely to get U.S.-China trade disputes dominate headlines, a foot in the door to promising companies dealmaking should continue at a strong pace and technologies. Strategic alliances and in 2019 as sophisticated acquirers become joint ventures — even with traditional more comfortable with perceived geopolitical competitors — will play an important role and regulatory risks. In spite of Brexit woes, as firms seek to share the costs and risks of UK targets remain attractive to buyers, with building leading edge technologies, while a non-UK buyers seeing the weak sterling as an wave of technology IPOs also could bolster opportunity to acquire UK corporates with M&A in the technology sector. significant global international operations.

For more analysis, visit Deal Dynamics, our M&A data tool featuring interactive maps and deal tables of cross-border M&A activity by market and industry sector with editorial content providing insights on the most recent trends in cross-border M&A. We welcome you to subscribe for quarterly updates via our Deal Dynamics website: dealdynamics.hoganlovells.com 66 | 2018 M&A Year in Review 67

Post-M&A European Tech M&A M&A Contract M&A Forum Deal Dynamics Disputes Webinar M&A Seminar Seminar Drafting Our 2019 M&A events Silicon Valley Global Q1 Munich London Tokyo Hamburg

Through our M&A programs and publications, we provide platforms for thought leadership and engagement on issues affecting the M&A landscape and market developments impacting our clients’ businesses. We will host M&A events throughout the year and across our regions. Tech M&A UK Public M&A Boot M&A Forum Deal Dynamics Seminar Takeovers Panel Camp Training Silicon Valley Global Q2 Paris London Silicon Valley We hope you will join us.

Tech M&A Insurance M&A Forum M&A Insights Deal Dynamics M&A Forum Seminar M&A Webinar New York Sydney Global Silicon Valley Q3 London London

M&A Insights Deal Dynamics M&A Insights M&A Forum M&A Insights Q4 Washington, D.C. Global Beijing Silicon Valley Singapore Alicante Amsterdam Milan Baltimore Minneapolis Beijing Monterrey Birmingham Moscow Boston Munich Brussels New York Budapest* Northern Virginia Colorado Springs Paris Denver Perth Dubai Philadelphia Dusseldorf Riyadh* Frankfurt Rome Hamburg San Francisco Hanoi São Paulo Ho Chi Minh City Shanghai Hong Kong Shanghai FTZ* Houston Silicon Valley www.hoganlovells.com Jakarta* Singapore

Johannesburg Sydney “Hogan Lovells” or the “firm” is an international legal practice that includes Hogan Lovells London Tokyo International LLP, Hogan Lovells US LLP and their affiliated businesses. The word “partner” is used to describe a partner or member of Hogan Lovells Los Angeles Ulaanbaatar* International LLP, Hogan Lovells US LLP or any of their affiliated entities or any employee or consultant with equivalent standing. Certain individuals, who are designated as Louisville Warsaw partners, but who are not members of Hogan Lovells International LLP, do not hold qualifications equivalent to members. Luxembourg Washington, D.C. For more information about Hogan Lovells, the partners and their qualifications, see www. hoganlovells.com. Madrid Zagreb* Where case studies are included, results achieved do not guarantee similar outcomes Mexico City for other clients. Attorney advertising. Images of people may feature current or former lawyers and employees at Hogan Lovells or models not connected with the firm. Miami *Our associated offices © Hogan Lovells 2019. All rights reserved.