Deal Drivers Americas, Latin America Published by Mergermarket in Association with Merrill Datasite®

Half Year DEAL edition DRIVERS AMERICAS The comprehensive review of mergers and acquisitions throughout the Americas. 2012

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In today’s uncertain market 03 what is the best way to present contents our company’s assets Foreword 04 Technology, Media & Telecom 30 New England 58 Heat Chart 05 Life Sciences & Healthcare 34 Latin America 62 to bring the deal to a All Sectors 06 Canada 38 About Merrill Corporation 66 Financial Services 14 West 42 About Merrill Datasite® 67 Industrials, Manufacturing & Engineering 18 Midwest 46 Merrill Corporation Contacts 68 successful Energy, Mining, Oil & Gas 22 South 50 Notes 69 close?” Consumer 26 Mid-Atlantic 54 Wrap up your deal with Merrill DataSite®. About mergermarket

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DEAL DRIVERS – NORTH America 04

foreword

Welcome to the half-year 2012 edition of Deal Drivers Americas, Latin America published by mergermarket in association with Merrill Datasite®. The first half of 2012 saw 306 deals, a slight decrease of H1 2011’s total This report provides a comprehensive review of M&A deal flow in the of 320. Aggregate deal value increased over the same timeframe from Americas region, with in-depth analysis of recent activity and forward- US$57.5bn to US$66.1bn in the region Activity was lead by the 49.7% looking insight for the remainder of the year. stake in the Mexican brewer Grupo Modelo by Anheuser-Busch InBev for US$20.1bn. Mexican M&A activity is predicted to remain strong UNITED STATES throughout the remainder of 2012 given economic stability H1 2012 saw 1,619 deals worth a combined US$301.4bn in the US, and the conclusion of the recent general election. compared to H1 2011, which saw a combined total of 1,648 deals worth US$526.6bn. Regardless of the decrease in both deal size and value, Brazil hosted many of the other largest deals in the region. Announced there were still some large ticket deals announced in sectors both in February, Itau Unibanco Holding SA agreed to acquire a 49.99% stake familiar and unfamiliar with these hefty price tags. H1 2012’s activity in Redecard SA (336,390,251 shares) for US$6.9bn. This was followed by was led by the energy, mining and utilities sector back in April with Cosan S.A. Industria e Comercio and Cia de Gas de Sao Paulo. Cosan ConocoPhillips Company spinning off Phillips 66 for a deal value of S.A. Industria e Comercio, acquisition of a 60.1% stake in Cia de Gas US$20.9bn. de Sao Paulo, the listed Brazil based distributor of natural gas, for a cash consideration of US$2.7bn. Indeed, the consumer and energy, The consumer sector, less familiar with their standing on the top deals mining oil and gas sectors continue to dominate the region. table, accounted for two of the top 20 deals in the US. The largest YTD deal for the consumer sector involves Pfizer Inc and Nestle SA. Pfizer Outlook Inc, the listed US-based pharmaceutical company, announced that it has In H1 2011, the top 20 deals for North America totaled US$259bn, while agreed to divest and sell Pfizer Nutrition to Nestle SA, the Swiss-based H1 2012 showed a dramatic decrease in its top 20 deals totaling only food and nutrition company for a cash consideration of US$11.9bn. The US$151bn. Amidst the decline in bulge-bracket deals, the projected most notable acquisition saw Walgreen Company acquiring a 45% stake outlook for H2 2012 is optimistic, with continued strong interest in the in Alliance Boots GmbH from AB Acquisitions Holdings Limited for a consumer sector in Latin America. The food and beverage markets are consideration of US$6.7bn. expected to remain active in H2 2012 receiving funding from strategic players and private equity firms, while others predict the bulk of M&A Canada activity will come from corporate breakups and divestitures. Canadian M&A has performed fairly well as optimism for M&A growth through 2012 rises with experts predicting that deal volume is likely M&A professionals remain on standby to announce the next big deals to increase. Deal volume for H1 2012 totaled only 219 compared to in each region and sector. We hope you find this half-year edition of H1 2011, which totaled 248. Amidst the decrease in deal volume, deal Deal Drivers both useful and informative, and as always, we welcome value increased from US$46.3bn in H1 2011 to US$52.3bn in H1 2012. your feedback. The energy, mining and utilities sector is still the most dominant experiencing the greatest number of deals (26.9% of overall volume). The most notable sectors for increased M&A activity within Canada are agriculture, and energy, mining and utilities. The biggest deal for the agribusiness sector involves Viterra Inc, a Canadian corporation, signing a definitive agreement to be acquired by Glencore International plc, a Swiss corporation for US$7.3bn.

While the agribusiness sector held the largest deal, the energy, mining, oil and gas sector is expected to continue to outperform all others in Canada. This sector saw eight out of the top 15 deals for the region totaling US$19.8bn. The sector’s largest deal involves Progress Energy Resources being acquired by Petrolium Nasional Berhad for US$5.1bn. The second largest deal saw Provident Energy Ltd., an Alberta corporation, signing a definitive agreement to be acquired by Pembina Pipeline Corporation for US$3.7bn.

DEAL DRIVERS – NORTH AMERICA 05

The HEat chart

The Heat Chart represents ‘companies for sale’ stories written Alongside the TMT sector, the consumer sector also showed a in H1 2012, based on mergermarket proprietary intelligence. significant increase between H2 2011 to H1 2012 of 23.8%. The total The Heat Chart therefore serves as a barometer of potential deal number of ‘companies for sale’ stories from H2 2011 in this sector flow in specific regions and sectors across the Americas. totaled 484 while H1 2012 saw a total of 599. Keep eyes peeled on Latin America, the West and the Mid-Atlantic for increased activity. ‘Companies for sale’ stories written in the first half of 2012 totaled 5,740 compared to H2 2011 which totaled 5,200, an overall increase of 10.4% which suggests an increase in potential activity over the next six-12 months.

The West is ablaze, overtaking the South as the hottest region with 1,354 stories written. Particularly hot in the region is the TMT sector which increased by over 50% from 356 to 537 stories from the second half of 2011. Indeed the TMT sector saw an overall increase of 38.2% over the previous six months, and remains at the top of the chart with 1,388 stories.

north america heat chart - intelligence

West South Latin America Midwest Mid-Atlantic Canada New England TOTAL

TMT 537 258 109 88 213 75 108 1,388

Energy/Mining/Utilities 124 219 191 70 39 337 25 1,005

Life Sciences and Healthcare 155 138 34 128 110 24 70 659

Consumer 131 76 130 96 108 32 26 599

Industrials and Chemicals 71 103 88 121 57 37 32 509

Business Services 122 159 42 45 60 29 34 491

Financial Services 67 105 86 65 49 8 25 405

Leisure 73 58 44 23 22 9 7 236

Transportation 16 29 65 14 4 18 3 149

Construction 8 11 46 3 4 6 6 84

Defense 14 24 2 17 12 0 8 77

Real Estate 23 8 23 7 7 4 0 72

Agriculture 6 3 14 9 2 4 1 39

Government 6 10 0 2 1 3 1 23

Other 1 0 2 1 0 0 0 4

TOTAL 1,354 1,201 876 689 688 586 346 5,740

Hot Warm Cold The intelligence Heat Chart is based on ‘Companies for Sale’ tracked by mergermarket in North America between 01/01/2012 and 06/30/2012. Opportunities are captured according to the dominant geography and sector of the potential target company. For definition 99 66 33 of states within regions, see page 69 (Note to Heat Chart). 88 55 22

77 44 11 Note: mergermarket’s Heat Chart of predicted deal flow is based on the intelligence collected in our database relating to companies rumoured to be up for sale, or officially up for sale in the Americas region. It is therefore indicative of areas that are likely to be active in the months to come. The intelligence comes from a range of sources, including press reports, company statements and our own team of journalists gathering proprietary intelligence from M&A practitioners across the region. The data does not differentiate between small and large transactions, nor between deals that could happen in the short or long-term.

DEAL DRIVERS – NORTH AMERICA 06 All Sectors

All SEctors

North American M&A to remain tepid until For now, the two major factors affecting There are pockets of strength in the market, global economy stabilizes; 2012 likely to M&A right now are the wide bid-ask spread with media, pharmaceuticals and energy as rank as one of the worst years in M&A and the likelihood of completion, said Steven good sectors for deal activity, said Goldberg. In Goldberg, a partner at Baker Hostetler and addition to energy, Diggins also cited business The derailment of the economic recovery has co-chair of the transactions team. He said services and Stavros identified mining. led to dramatic declines in the M&A market. his firm was recently involved in a deal where If the protracted sluggishness remains, which his client, who was a strategic, was not the Geography wise, Diggins said Europe is the I anticipate to be the case, then this year highest bidder, but ended up winning the best place for his firm to put its capital to stands to rank as one of the worst years in auction because the company had a firmer work. Stavros agreed that Europe is a good M&A history, second only to the financial crisis financing commitment in place. opportunity for private equity, but it is too of 2008 when deal levels also plummeted. difficult for strategic players to sell Europe There is a pricing mismatch between buyers to their shareholders. Stavros said Asia and I had previously forecasted that companies and sellers. “I can’t tell you how many times Latin America, though they have slowed, will would have a diminished appetite for deal- we’ve been down the road, where a deal has still be robust areas for M&A for strategics. making this year, but a confluence of events failed because of a price mismatch. I think in the first half of the year has created the that is the biggest obstacle we are facing All in all, 2012 is not going to be a banner perfect storm, causing the M&A slowdown right now,” Golberg said. year for M&A, but I am cautiously optimistic to be much worse than expected. that the market will have some real legs in “Structure, creativity and really knowing the the fall and next year. The deepening of the sovereign debt crisis and seller’s requirements are critical nowadays. A the sluggish job market is keeping dealmakers bird in the hand is worth two in the bush,” said As Peter Halasz, a partner at Schulte, Roth on the M&A sidelines, as they do not see a Diggins .Some of those structures include & Zabel, said, there is a great deal of pent light at the end of the tunnel. Unemployment joint ventures, partnerships, earnouts, seller up demand from both sides, with private numbers remain high with the latest figures paper, clawbacks, CVRs, and the reverse equity firms having the funds to deploy and from the US Labor Department report showing break-up fee, which mitigates the risk of strategic players having assets to sell. that employers added just 80,000 jobs in June regulatory issues. “Once the tide turns, hopefully it will turn and the unemployment rate was unchanged at in a strong way,” he said. 8.2%. The May’s jobs report was even more of Competition in the private equity world has a shock as a paltry 69,000 jobs were added, the changed significantly as PE behemoths by Amanda Levin fewest since the same month one year ago. have come down market and that trend will continue. “At the end of the day, you don’t There is also a great deal of uncertainty over beat KKR, you don’t beat Blackstone, if they whether President Barack Obama will lead want a deal and they’ll pay up, then we’ll the country for another four years or whether step back. I try and find opportunities where former Massachusetts Governor Mitt Romney I’m not competing with them even though will take the reins. they are coming down market and will show up in some of these opportunities,” said It is a rarity to see a large number of corporate Diggins, whose firm’s deal size is typically deals announced during an election year so in the US$200m-US$300m range. my expectation is that after the November elections, some big-ticket deals will be One of the more fascinating trends seen this announced. Deal activity might also pick up year has been the emergence of “Pac-Man” as sellers race to execute their transactions deals, whereby smaller companies have before the Bush tax cuts expire at year-end. been trying to take advance of the dislocation in the stock price by taking over larger rivals, “All you need are a couple of big deals for there said Stavros Tsibiridis, Managing Director, to be a trickle down effect,” said John Diggins, Wells Fargo. He cited Vulcan/Marietta, Coty/ a partner at Platinum Equity. “We haven’t seen Avon and Xstrata/Glencore. He noted that he any big deals we’ve been chasing over the last does not expect this trend to continue and 18 months. If you hear a huge, major deal in that these deals likely will cause corporates the US$10bn –US$30bn range, you’ll see stuff to think about how much they really want to start to fall. Right now, they are hunkered down test the limits. with these rich balance sheets.”

DEAL DRIVERS – NORTH AMERICA -ALL SECTORS 07 all sectors top 20 announced deals for year ending 30 JUNE 2012

Announced Status Bidder Company Target Company Sector Vendor Company Deal Value Date (US$m)

04-Apr-12 C ConocoPhillips Company Phillips 66 Energy, Mining, Oil and Gas ConocoPhillips Company 20,790 (shareholders) 21-May-12 P Eaton Corporation Cooper Industries Plc Industrials, Chemicals & Engineering 11,940 23-Apr-12 P Nestle SA Pfizer Nutrition Consumer Pfizer Inc 11,850 23-Jan-12 C Lehman Brothers Holdings Inc Archstone-Smith Trust (26.5% Stake) Real Estate Bank of America Corpora- 11,825 tion; and Barclays Plc 20-Mar-12 P Glencore International plc Viterra Inc Agriculture 7,347 24-Feb-12 C Apollo Global Management, LLC; EP Energy Corporation Energy, Mining, Oil and Gas El Paso Corporation 7,150 Riverstone Holdings LLC; Access Industries; and Korea National Oil Corporation 20-May-12 P Alibaba Group Holding Ltd Alibaba Group Holding Ltd (20% Stake) TMT Yahoo! Inc 7,100 30-Apr-12 P Energy Transfer Partners LP Sunoco Inc Energy, Mining, Oil and Gas 6,959 25-Jan-12 L Roche Holding Ltd Illumina Inc Life Sciences & Healthcare 6,846 19-Mar-12 P United Parcel Service Inc TNT Express NV Transportation 6,843 19-Jun-12 C Walgreen Company Alliance Boots GmbH (45% Stake) Consumer AB Acquisitions Holdings 6,690 Limited 29-Jun-12 P Bristol-Myers Squibb Company Amylin Pharmaceuticals Inc Life Sciences & Healthcare 6,349 25-Apr-12 P Watson Pharmaceuticals Inc Actavis Group hf Life Sciences & Healthcare 5,806 29-May-12 P Marubeni Corporation Gavilon LLC Business Services General Atlantic LLC; Soros 5,300 Fund Management LLC; and Ospraie Management, LLC 28-Mar-12 P Tyco Flow Control Pentair Inc Industrials, Chemicals & Engineering 5,230 28-Jun-12 P Petroliam Nasional Berhad Progress Energy Resources Corp Energy, Mining, Oil and Gas 5,055 15-Mar-12 C Cisco Systems Inc NDS Group Limited TMT Permira; and News Cor- 5,000 poration 27-Jan-12 C Eastman Chemical Company Solutia Inc Industrials, Chemicals & Engineering 4,600 20-May-12 P DaVita Inc HealthCare Partners LLC Life Sciences & Healthcare 4,418 22-May-12 P SAP AG Ariba Inc TMT 4,311

C= Completed; P= Pending; L= Lapsed

DEAL DRIVERS – NORTH AMERICA - ALL SECTORS 08

All SEctors mix of global M&A deals by geographic region

Value volume

USA 9.3% 8.3% Canada

Western Europe 30.8% 28.3% 19.2% Northern Europe 18.7% Central & Eastern Europe Southern Europe Asia-Pacific 6.2% 5.5% 3.8% RoW 5.4% 3.4% 4.3% 3.1% 5.5% 23.1% 25.1%

Based on announced deals, excluding those that lapsed or were withdrawn. Geographic region is determined with reference to the dominant location of the target.

mix of north american deals by industry sector

Value volume Industrials, Chemicals & Engineering 0.6% 1.3% 0.4% 2.4% Financial Services 0.4% 6.4% 8.6% 2.4% 10.0% 18.2% Business Services 5.5%

Consumer 12.2% 1.9% 6.6% Energy, Mining, Oil & Gas 3.5% 0.6% TMT 8.8% 3.6%

Leisure 11.0%

Transportation 20.4% 12.2% 10.6% Life Sciences & Healthcare Construction 10.8% Real Estate 30.5% 11.1% Defense Agriculture

Based on announced deals, excluding those that lapsed or were withdrawn. Geographic region is determined with reference to the dominant location of the target.

DEAL DRIVERS – NORTH AMERICA - ALL SECTORS 09

All SEctors North American buyouts North american exits

500,000 1200 200,000 1200

1000 1000 400,000 150,000

800 800 Volume Volume 300,000

600 100,000 600

200,000 Value (US$m) Value (US$m) Value 400 400

50,000 100,000 200 200

0 0 0 0 2006 2007 2008 2009 2010 2011 H1 2012 2006 2007 2008 2009 2010 2011 H1 2012

Year Ended Year Ended Value Volume (US$m)

Based on announced deals, excluding those that lapsed or were withdrawn. where the dominant location of the target is in North America.

transatlantic deals

Value volume

150,000 250

120,000 200

90,000 150

60,000 Volume 100 Value (US$m) Value

30,000 50

0 0 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4Q1 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 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 Year Ended Year Ended

Total Euro/North Value deals Value deals American deals Nth American European bidder Based on dominant location of target and bidder and excludes all buyouts. bidder acq acq North European target American target

DEAL DRIVERS – NORTH AMERICA - ALL SECTORS 10

All SEctors North american M&A split by deal size

Value volume

1,600 6,000

1,400 50 484 50 37 5,000 403 282 37 270 1,200 68 482 33 477 27 56 4,000 218 299 289 171 1,000 216 220 45 31 327 156 1,421 361 374 1,314.2 35 54 1,477 1,285.0 119 800 21 3,000 1,002 162 229 847 873

23 Volume 28 629 600 668 472 698 377 366

Value (US$m) Value 27 151 701.1 2,000 100 680.3 649.1 621.7 85 391 400 156 355 143 2,036 41.5 1,000 1,934 1,997 1,986 34.5 1,821 1,531 200 97.1 100.2 37.2 275.4 78.5 25.5 76.6 78.9 61.4 77.9 932 54.2 29.6 59.3 37.7 62.1 38.5 16.8 64.8 62.5 44.7 0 0 6.19 5.65 4.35 4.35 3.50 3.37 1.35 2006 2007 2008 2009 2010 2011 H1 2012 2006 2007 2008 2009 2010 2011 H1 2012

>$501m $15m - $100m >$501m $15m - $100m $251m - $500m $5m - $14m $251m - $500m $5m - $14m $101m - $250m $101m - $250m Value not disclosed

north american quarterly M&a activity

Value volume

600,000 1,500

500,000 1,200

400,000 900

300,000 Volume 600 Value (US$m) Value 200,000

300 100,000

0 0 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2Q3 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 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 Quarter Ended Quarter Ended Moving average trend line

Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant location of the target is in North America.

DEAL DRIVERS – NORTH AMERICA - ALL SECTORS 11

All SEctors Financial advisors top 20 - ranked by value top 20 - ranked by volume

H1 H1 Company Name Value Number H1 H1 Company Name Value Number 2011 2012 (M) USD of Deals 2011 2012 (M) USD of Deals

2 1 Goldman Sachs 119,617 90 1 1 Goldman Sachs 119,617 90 1 2 JPMorgan 89,625 67 4 2 JPMorgan 89,625 67 9 3 Deutsche Bank 88,255 51 11 3 RBC Capital Markets 41,455 63 3 4 Morgan Stanley 88,114 61 9 4 Barclays 76,400 62 5 5 Bank of America Merrill Lynch 86,856 55 3 5 Morgan Stanley 88,114 61 4 6 Credit Suisse 79,303 47 2 6 Bank of America Merrill Lynch 86,856 55 6 7 Barclays 76,400 62 12 7 Lazard 36,770 53 8 8 Citigroup 61,498 39 10 8 Deutsche Bank 88,255 51 12 9 RBC Capital Markets 41,455 63 6 9 Credit Suisse 79,303 47 7 10 Lazard 36,770 53 13 10 Houlihan Lokey 2,456 45 10 11 UBS Investment Bank 36,030 36 7 11 Jefferies & Company 24,442 43 18 12 Rothschild 29,514 29 8 12 Citigroup 61,498 39 11 13 Evercore Partners 28,094 38 20 13 Evercore Partners 28,094 38 17 14 Centerview Partners 27,024 11 5 14 UBS Investment Bank 36,030 36 13 15 Jefferies & Company 24,442 43 14 15 Rothschild 29,514 29 19 16 BMO Capital Markets 20,980 24 24 16 Moelis & Company 16,390 28 62 17 Rabobank 19,484 3 19 17 Robert W. Baird & Co 3,478 26 20 18 TD Securities 19,040 13 23 18 Lincoln International 1,202 25 26 19 Scotia Capital 17,402 11 30 19 Harris Williams & Co 1,139 25 15 20 Moelis & Company 16,390 28 18 20 BMO Capital Markets 20,980 24

Legal Advisors top 20 - ranked by Value top 20 - ranked by volume

H1 H1 Company Name Value Number H1 H1 Company Name Value Number 2011 2012 (M) USD of Deals 2011 2012 (M) USD of Deals

7 1 Skadden Arps Slate Meagher & Flom 89,412 70 3 1 Jones Day 42,411 104 2 2 Simpson Thacher & Bartlett 60,191 42 2 2 Kirkland & Ellis 58,587 101 20 3 Kirkland & Ellis 58,587 101 1 3 Latham & Watkins 50,247 92 1 4 Sullivan & Cromwell 57,986 54 5 4 DLA Piper 21,238 79 10 5 Weil Gotshal & Manges 52,876 57 4 5 Skadden Arps Slate Meagher & Flom 89,412 70 4 6 Latham & Watkins 50,247 92 8 6 Weil Gotshal & Manges 52,876 57 3 7 Wachtell, Lipton, Rosen & Katz 48,922 21 7 7 Sullivan & Cromwell 57,986 54 9 8 Cleary Gottlieb Steen & Hamilton 48,370 29 12 8 Blake, Cassels & Graydon 36,609 52 12 9 Davis Polk & Wardwell 47,130 37 41 9 Vinson & Elkins 33,651 49 19 10 Jones Day 42,411 104 21 10 Morgan Lewis & Bockius 3,424 47 44 11 Clifford Chance 41,061 24 19 11 Baker & McKenzie 21,316 46 117 12 Bracewell & Giuliani 38,143 22 17 12 Stikeman Elliott 26,258 45 15 13 Blake, Cassels & Graydon 36,609 52 9 13 Wilson Sonsini Goodrich & Rosati 7,430 44 28 14 Gibson Dunn & Crutcher 35,613 32 6 14 Simpson Thacher & Bartlett 60,191 42 16 15 Freshfields Bruckhaus Deringer 33,747 30 42 15 Morrison & Foerster 13,237 40 33 16 Vinson & Elkins 33,651 49 13 16 Davis Polk & Wardwell 47,130 37 6 17 Shearman & Sterling 33,055 27 60 17 White & Case 24,787 37 25 18 Stikeman Elliott 26,258 45 43 18 Paul Weiss Rifkind Wharton & Garrison 23,344 37 17 19 Allen & Overy 25,681 28 22 19 Greenberg Traurig 9,893 37 35 20 White & Case 24,787 37 61 20 Gowling Lafleur Henderson 3,816 37

The legal adviser league tables by value and volume have been run from 01/01/2012 to the 06/30/2012 and include lapsed and withdrawn deals. The tables are are based on advice to a North American bidder, target or vendor and cover all sectors.

DEAL DRIVERS – NORTH AMERICA - ALL SECTORS 12

All SEctors Financial advisors – Mid -market (US$10m-US$250m)

top 20 - ranked by value top 20 - ranked by volume

H1 H1 Company Name Value Number H1 H1 Company Name Value Number 2011 2012 (M) USD of Deals 2011 2012 (M) USD of Deals

1 1 Goldman Sachs 2,947 19 3 1 RBC Capital Markets 2,552 24 5 2 RBC Capital Markets 2,552 24 1 2 Goldman Sachs 2,947 19 29 3 Barclays 2,116 14 43 3 Stifel, Nicolaus & Company 1,850 17 2 4 Jefferies & Company 1,917 11 11 4 Sandler O'Neill & Partners 1,129 16 23 5 Lazard 1,877 14 7 5 Houlihan Lokey 1,763 15 77 6 Stifel, Nicolaus & Company 1,850 17 38 6 Barclays 2,116 14 10 7 Morgan Stanley 1,768 13 28 7 Lazard 1,877 14 13 8 Houlihan Lokey 1,763 15 23 8 Evercore Partners 1,622 14 4 9 JPMorgan 1,706 11 18 9 Morgan Stanley 1,768 13 16 10 Evercore Partners 1,622 14 9 10 Macquarie Group 987 12 12 11 Credit Suisse 1,585 10 2 11 Jefferies & Company 1,917 11 3 12 Bank of America Merrill Lynch 1,418 11 5 12 JPMorgan 1,706 11 8 13 Rothschild 1,349 10 4 13 Bank of America Merrill Lynch 1,418 11 15 14 Sandler O'Neill & Partners 1,129 16 13 14 Raymond James & Associates 634 11 11 15 Macquarie Group 987 12 17 15 Credit Suisse 1,585 10 25 16 William Blair & Company 917 9 8 16 Rothschild 1,349 10 6 17 Citigroup 874 7 24 17 Keefe, Bruyette & Woods 796 10 38 18 Keefe, Bruyette & Woods 796 10 14 18 William Blair & Company 917 9 30 19 BMO Capital Markets 794 7 15 19 Citigroup 874 7 114 20 Peter J Solomon Company 778 6 39 20 BMO Capital Markets 794 7

The financial adviser mid-market league tables by value and volume have been run from 01/01/2012 to the 06/30/2012, excluding lapsed and withdrawn deals. The tables are are based on advice to a North American bidder, target or vendor and cover all sectors.

Legal advisors – Mid -market (US$10m-US$250m)

top 20 - ranked by Value top 20 - ranked by volume

H1 H1 Company Name Value Number H1 H1 Company Name Value Number 2011 2012 (M) USD of Deals 2011 2012 (M) USD of Deals

1 1 Kirkland & Ellis 3,065 27 1 1 Latham & Watkins 2,966 32 4 2 Latham & Watkins 2,966 32 3 2 DLA Piper 1,698 30 2 3 Jones Day 2,925 24 4 3 Kirkland & Ellis 3,065 27 6 4 Skadden Arps Slate Meagher & Flom 2,235 14 5 4 Jones Day 2,925 24 59 5 White & Case 1,934 18 2 5 Wilson Sonsini Goodrich & Rosati 1,680 21 67 6 Morrison & Foerster 1,784 17 58 6 White & Case 1,934 18 5 7 DLA Piper 1,698 30 44 7 Morrison & Foerster 1,784 17 3 8 Wilson Sonsini Goodrich & Rosati 1,680 21 29 8 Gowling Lafleur Henderson 1,142 17 33 9 Vinson & Elkins 1,608 13 25 9 Mayer Brown 754 16 27 10 Hogan Lovells 1,549 13 6 10 Skadden Arps Slate Meagher & Flom 2,235 14 13 11 Weil Gotshal & Manges 1,457 12 43 11 Vinson & Elkins 1,608 13 52 12 Sidley Austin 1,443 13 13 12 Hogan Lovells 1,549 13 37 13 Baker Botts 1,409 11 41 13 Sidley Austin 1,443 13 22 14 Paul Hastings 1,342 11 9 14 Stikeman Elliott 905 13 14 15 Allen & Overy 1,300 10 19 15 K&L Gates 684 13 47 16 Greenberg Traurig 1,273 11 20 16 Weil Gotshal & Manges 1,457 12 15 17 Blake, Cassels & Graydon 1,236 12 21 17 Blake, Cassels & Graydon 1,236 12 39 18 Norton Rose 1,231 11 26 18 Morgan Lewis & Bockius 1,193 12 20 19 Baker & McKenzie 1,227 10 27 19 Gibson Dunn & Crutcher 1,164 12 25 20 Morgan Lewis & Bockius 1,193 12 33 20 Davis Polk & Wardwell 1,057 12

The legal adviser mid-market league tables by value and volume have been run from 01/01/2012 to the 06/30/2012 and include lapsed and withdrawn deals. The tables are are based on advice to a North American bidder, target or vendor and cover all sectors.

DEAL DRIVERS – NORTH AMERICA - ALL SECTORS 13

All SEctors PR advisors top 20 - ranked by value top 20 - ranked by volume

H1 H1 Company Name Value Number H1 H1 Company Name Value Number 2011 2012 (M) USD of Deals 2011 2012 (M) USD of Deals

1 1 Sard Verbinnen & Co 79,446 49 1 1 Kekst and Company (Publicis Groupe) 77,292 65 3 2 Brunswick Group 79,238 47 3 2 Sard Verbinnen & Co 79,446 49 4 3 Kekst and Company (Publicis Groupe) 77,292 65 4 3 Brunswick Group 79,238 47 5 4 Joele Frank Wilkinson Brimmer Katcher 48,732 44 5 4 Joele Frank Wilkinson Brimmer Katcher 48,732 44 2 5 Abernathy MacGregor Group (AMO) 26,170 40 6 5 Abernathy MacGregor Group (AMO) 26,170 40 7 6 RLM Finsbury 20,592 19 2 6 FTI Consulting 9,532 38 28 7 Maitland (AMO) 12,438 10 11 7 Owen Blicksilver Public Relations 3,190 21 184 8 Rubenstein Associates 9,790 5 7 8 RLM Finsbury 20,592 19 6 9 FTI Consulting 9,532 38 12 9 Integrated Corporate Relations 1,413 12 50 10 Capital MSL (Publicis Groupe) 9,157 4 8 10 BackBay Communications 576 12 9 11 Prosek Partners 8,213 9 17 11 Maitland (AMO) 12,438 10 26 12 Citigate 7,957 6 20 12 Prosek Partners 8,213 9 8 13 Hinton & Associates 7,513 2 9 13 Edelman 758 8 46 14 Hill + Knowlton Strategies 7,399 3 29 14 Euro RSCG C&O (AMO) 1,885 7 44 15 National Public Relations 5,716 5 18 15 Sloane & Company 235 7 25 16 Hering Schuppener Consulting (AMO) 4,461 4 10 16 Citigate 7,957 6 68 17 LLORENTE & CUENCA (AMO) 3,545 1 34 17 Fleishman-Hillard 3,074 6 32 18 Owen Blicksilver Public Relations 3,190 21 28 18 Tulchan Communications 558 6 12 19 Kreab Gavin Anderson 3,077 3 86 19 Rubenstein Associates 9,790 5 36 20 Fleishman-Hillard 3,074 6 42 20 National Public Relations 5,716 5

The PR adviser league tables by value and volume have been run from 01/01/2012 to the 06/30/2012 and exclude lapsed and withdrawn deals. The tables are are based on advice to a North American bidder, target or vendor and cover all sectors.

PR advisors – Mid -market (US$10m-US$250m) top 20 - ranked by Value top 20 - ranked by volume

H1 H1 Company Name Value Number H1 H1 Company Name Value Number 2011 2012 (M) USD of Deals 2011 2012 (M) USD of Deals

1 1 Joele Frank Wilkinson Brimmer Katcher 2,085 20 3 1 Joele Frank Wilkinson Brimmer Katcher 2,085 20 2 2 Kekst and Company (Publicis Groupe) 1,188 10 2 2 FTI Consulting 1,147 14 3 3 FTI Consulting 1,147 14 1 3 Kekst and Company (Publicis Groupe) 1,188 10 6 4 Abernathy MacGregor Group (AMO) 1,086 10 5 4 Abernathy MacGregor Group (AMO) 1,086 10 4 5 Sard Verbinnen & Co 978 8 7 5 Sard Verbinnen & Co 978 8 7 6 Brunswick Group 888 7 6 6 Brunswick Group 888 7 19 7 Owen Blicksilver Public Relations 602 5 4 7 Integrated Corporate Relations 581 6 10 8 Integrated Corporate Relations 581 6 19 8 Owen Blicksilver Public Relations 602 5 9 9 RLM Finsbury 508 5 10 9 RLM Finsbury 508 5 14 10 Maitland (AMO) 481 5 11 10 Maitland (AMO) 481 5 70 11 Fleishman-Hillard 474 4 24 11 Liolios Group 276 5 21 12 Buchanan Communications 370 4 76 12 Fleishman-Hillard 474 4 84 13 Lippert/Heilshorn & Associates 359 2 20 13 Buchanan Communications 370 4 15 14 BackBay Communications 288 2 8 14 MHP Communications 123 4 61 15 Liolios Group 276 5 9 15 Blueshirt Group 243 3 - 16 The Equity Group 256 2 25 16 College Hill 184 3 81 17 The Piacente Group 245 1 88 17 Tulchan Communications 174 3 8 18 Blueshirt Group 243 3 44 18 Lippert/Heilshorn & Associates 359 2 - 19 Dennard Rupp Gray & Lascar 238 2 14 19 BackBay Communications 288 2 34 20 Sloane & Company 235 2 - 20 The Equity Group 256 2

DEAL DRIVERS – NORTH AMERICA - ALL SECTORS 14 financial services Financial services

Financial Services M&A to see strong activity or down over the last year, pricing has gone for specialty firms are depressed, and “if you’re with banking consolidation on the rise up and should continue, Foggia said. It will a seller, you’re not motivated to sell right now,” not be a large and fast moving consolidation he said. There is also potential M&A overhang Consolidation in the financial services space wave, but it will gradually pick up within the for Bermuda reinsurers and deals are likely to will most likely be restricted to small-sized next six months, he said. be serendipitous. players until after November’s presidential election. Cleaner loan portfolios, regulatory Albeit, deals will be “much smaller” and Financial Technology hurdles and overbanked regions will stimulate “off the radar,” mostly acquisitions of banks Ken Marlin of Marlin & Associates said his banking deal flow. Insurance brokerages with US$150m to US$500m in assets, an firm had a strong first half with six completed are attracting private equity and financial industry analyst said. Banks with US$500m in transactions. Although the firm expects a technology that will continue to maintain its assets or less are still affected by regulatory reasonably strong second half in the space, strength despite slower growth. burdens, he added. It is a war of attrition for the latter half of the year might be flat, or underperforming banks with a lack of growth even down from the first half, he said. Banking strategies, he said. Overbanked regions like M&A activity has been vibrant over the Pennsylvania will have increased consolidation. The market is seeing more firms displaying first half of the year and it is expected to Indiana, Pennsylvania-based S&T Bancorp, considerable nervousness about their ability continue, said Charles Ingram, managing Boyertown-based National Penn Bancshares, to achieve budget goals this year, Marlin director at Commerce Street Capital. Banks Hermitage-based FNB Corporation, as well as said. The problem is a combination of very in some parts of the country, such as Texas, Lancaster-based Fulton Financial will continue cautions buyers along with sellers whose are yielding “fabulous valuations,” he said. to be regional consolidators. growth has slowed down or flattened, he said. A number of banks are seeking capital He sees little or no interest from strategics raises to make acquisitions, he said. There Insurance and financial buyers looking to acquire firms has been some activity on the east coast, The next six months will be “lamentable” for that are too small to move the needle or ones and there is a lot of need for activity in the underwriter consolidation, with the backdrop lacking a unique product. Midwest; however, there are “too many of the elections coming up, as “one side is sellers and not enough buyers,” he added. attempting to undo everything that the other by Jennifer Tekneci side” has done, an industry banker said. In addition to difficulty dealing with There is a great deal of regulatory uncertainty regulatory overhead, boards are “tired of in the government, and due to the fact that fighting the battles,” Ingram said. In many the insurance industry is heavily influenced cases, management teams of closely held by the political landscape, there will be more banks lack succession plans, causing them clarity once the election is over, he explained. to sell, Ingram said. “Half the deals we’re doing right now are those kinds of deals.” It will be difficult to get people to buy into the notion that making meaningful acquisitions An overall struggle to generate revenue on before the November election is a great idea, the fee side and margin side with historically he added. Some decent-sized strategic low interest rates is going to also drive transactions may get done for companies that consolidation, said Richard Foggia, managing simply add small complementary businesses director at Commerce Street Capital. There will or platforms to their existing ones, he said. be a continuing flow of smaller banks “starting The brokerage space will see a fair amount to go first,” he said. Places such as Kansas of deals especially involving private equity, are experiencing immense consolidation. similar to H1 2012. So far, the state saw eight bank transactions announced and all except one bank sold with Life insurance will also see its fair share less than US$100m in assets, he said. Buyers of deals, said a second industry banker. He who became skittish following the recession expects several more deals of decent size, are becoming more comfortable with risk, as including the potential Aviva US operations banks clean up their loan portfolios, which has sale, as well as the New York-based Hartford been driving up prices, Foggia said. Financial’s life insurance unit sale.

Overall in every market except the Mid- But the property & casualty space is likely to Atlantic, where pricing has been either flat see relatively slow growth, he said. Valuations

DEAL DRIVERS – NORTH AMERICA - FINANCIAL SERVICES 15

Financial services top 15 announced deals for year ending 30 june 2012

Announced Status Bidder Company Target Company Vendor Company Deal Value Date (US$m)

30-Jun-12 P EverBank Business Property Lending Inc GE Real Estate 2,510 16-Apr-12 C Temasek Holdings Pte Ltd Industrial and Commercial Bank of China Goldman Sachs 2,384 Limited (1.02% Stake) 06-May-12 C American International Group Inc American International Group Inc (3.66% Stake) US Department of the Treasury 2,000 12-Mar-12 P UnionBanCal Corporation Pacific Capital Bancorp 1,515 17-Apr-12 C New Mountain Capital LLC AmWINS Group Inc Parthenon Capital Partners 1,300 03-Apr-12 C Royal Bank of Canada RBC Dexia Investor Services (50% Stake) Dexia SA 1,117 22-May-12 C BlackRock Inc BlackRock Inc (4.56% Stake) Barclays Plc 1,000 11-Jan-12 C Raymond James Financial Inc Morgan Keegan & Company Inc Regions Financial Corporation 930 14-Mar-12 C SS&C Technologies Holdings Inc GlobeOp Financial Services SA 781 15-Feb-12 C Grupo Elektra SA de CV Advance America Cash Advance Centers Inc 656 30-May-12 P Jackson National Life Insurance Company Reassure America Life Insurance Company Swiss Re Ltd 618 03-Feb-12 C BB&T Corporation The Crump Group (Life and property and casu- The Crump Group 570 alty insurance operating division) 02-May-12 P Intact Financial Corporation JEVCO Insurance Company The Westaim Corporation 539 09-May-12 P Hilltop Holdings Inc PlainsCapital Bank 537 12-Apr-12 C Mitsui Sumitomo Insurance Co Ltd Max Life Insurance Company (26% Stake) New York Life Insurance Company 530

C= Completed; P= Pending; L= Lapsed

DEAL DRIVERS – NORTH AMERICA - FINANCIAL SERVICES 16

Financial services m&A split by deal size

Value volume

200 600

64 500 45 24 150 36 67 20 18 13 400 10 23 56 41 18 40 18 22 33 64 158.3 156 32 66 145.2 85 100 300 26 168 80 23 152.1 33

Volume 43 38 99.7 200 12 Value (US$m) Value 54 5 261 50 74.5 273 20 49.3 227 100 196 192 38 13 3.7 1.5 12.1 8.4 4.6 134 10.9 6.4 3.4 6.5 12.7 3.4 73 8.6 4.0 2.8 2.7 3.5 1.7 7.3 7.2 5.6 6.8 5.4 0 0 0.5 0.4 0.3 0.2 0.3 0.3 0.1 2006 2007 2008 2009 2010 2011 H1 2012 2006 2007 2008 2009 2010 2011 H1 2012

>$501m $15m - $100m >$501m $15m - $100m $251m - $500m $5m - $14m $251m - $500m $5m - $14m $101m - $250m $101m - $250m Value not disclosed

Quarterly m&a activity

value volume

100,000 200

80,000 150

60,000

100 Volume 40,000 Value (US$m) Value

50 20,000

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 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 Quarter Ended Quarter Ended Moving average trend line

Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant industry of the target is the Financial Services sector.

DEAL DRIVERS – NORTH AMERICA - FINANCIAL SERVICES 17

Financial services Financial advisors top 20 - ranked by value top 20 - ranked by volume

H1 H1 Company Name Value Number H1 H1 Company Name Value Number 2011 2012 (M) USD of Deals 2011 2012 (M) USD of Deals

10 1 Goldman Sachs 7,381 19 1 1 Sandler O'Neill & Partners 3,689 23 4 2 Deutsche Bank 5,508 9 3 2 Goldman Sachs 7,381 19 1 3 Morgan Stanley 4,484 11 2 3 Keefe, Bruyette & Woods 1,325 16 17 4 Sandler O'Neill & Partners 3,689 23 5 4 Morgan Stanley 4,484 11 5 5 Bank of America Merrill Lynch 3,291 2 16 5 RBC Capital Markets 2,729 11 13 6 RBC Capital Markets 2,729 11 7 6 Deutsche Bank 5,508 9 2 7 JPMorgan 2,365 6 13 7 Evercore Partners 1,998 8 19 8 Evercore Partners 1,998 8 36 8 Stifel, Nicolaus & Company 390 7 30 9 Macquarie Group 1,474 4 - 9 Lazard 350 7 - 10 Stephens 1,455 3 4 10 JPMorgan 2,365 6 18 11 Keefe, Bruyette & Woods 1,325 16 94 11 Wells Fargo Securities 802 5 35 12 Financial Technology Partners LLC 1,305 2 17 12 Macquarie Group 1,474 4 12 13= Credit Suisse 1,300 1 81 13 Aon Benfield 343 4 32 13= Willis Capital Markets & Advisory Services 1,300 1 - 14 Stephens 1,455 3 - 15 Oddo & Cie 1,117 1 12 15 Barclays 1,023 3 3 16 Barclays 1,023 3 70 16 GMP Securities 996 3 64 17 GMP Securities 996 3 25 17 National Bank Financial 660 3 94 18 Wells Fargo Securities 802 5 - 18 Sterne Agee & Leach Group 47 3 - 19 Jamieson Corporate Finance 781 1 - 19 Commerce Street Capital 32 3 11 20 National Bank Financial 660 3 6 20 Bank of America Merrill Lynch 3,291 2

Legal Advisors top 20 - ranked by Value top 20 - ranked by volume

H1 H1 Company Name Value Number H1 H1 Company Name Value Number 2011 2012 (M) USD of Deals 2011 2012 (M) USD of Deals

2 1 Sullivan & Cromwell 9,574 16 3 1 Sullivan & Cromwell 9,574 16 110 2 Clifford Chance 4,587 7 16 2 Debevoise & Plimpton 1,307 10 8 3 Linklaters 3,624 7 2 3 Simpson Thacher & Bartlett 3,297 8 27 4 Weil Gotshal & Manges 3,520 5 5 4 Wachtell, Lipton, Rosen & Katz 2,715 8 4 5 Simpson Thacher & Bartlett 3,297 8 124 5 Clifford Chance 4,587 7 1 6 Wachtell, Lipton, Rosen & Katz 2,715 8 14 6 Linklaters 3,624 7 31 7 Skadden Arps Slate Meagher & Flom 2,164 7 1 7 Skadden Arps Slate Meagher & Flom 2,164 7 7 8 Davis Polk & Wardwell 2,122 3 85 8 McCarthy Tetrault 2,062 7 43 9 McCarthy Tetrault 2,062 7 76 9 Bracewell & Giuliani 849 7 34 10 Paul Weiss Rifkind Wharton & Garrison 1,317 3 50 10 Sidley Austin 775 7 30 11 Debevoise & Plimpton 1,307 10 20 11 Jones Day 537 7 28 12 Allen & Overy 1,261 3 39 12 Blake, Cassels & Graydon 686 6 9 13 Cleary Gottlieb Steen & Hamilton 1,117 2 33 13 Luse Gorman Pomerenk & Schick 574 6 10 14 Cravath Swaine & Moore 1,101 2 10 14 Mayer Brown 405 6 21 15 Morrison & Foerster 988 3 8 15 Weil Gotshal & Manges 3,520 5 - 16 Heenan Blaikie 938 2 30 16 K&L Gates 866 5 12 17 White & Case 927 2 47 17 Kilpatrick Townsend & Stockton 347 5 69 18 K&L Gates 866 5 31 18 Arnold & Porter 306 5 167 19 Bracewell & Giuliani 849 7 18 19 Morgan Lewis & Bockius 255 5 - 20 Vinson & Elkins 799 2 43 20 Norton Rose 760 4

The legal adviser league tables by value and volume have been run from 01/01/2012 to the 06/30/2012, and include lapsed and withdrawn deals. The tables are based on advice to a North American bidder, target or vendor and cover the Financial Services sector.

DEAL DRIVERS – NORTH AMERICA - FINANCIAL SERVICES 18 Industrials, manufacturing & engineering industrials, manufacturing & engineering

Dealmakers hopeful for industrials M&A acquisition of Wisconsin-based J.L. French In the defense sector, growth is expected to rebound after notable slowdown in first Automotive Castings. continue in M&A for unmanned aerial vehicles half of year (UAVs), cyber security, and intelligence, Larger automotive deals are stalling. Mark surveillance and reconnaissance (ISR), the Industry participants are hoping for an IV has not yet found a buyer since its sale industry source noted, despite worries over M&A uptick in the North American process was reported last year, while US Department of Defense budget cuts. industrials and chemicals segments, Cooper-Standard canceled its sale process Some companies that could be targeted include as the market moves past worries over last October due to the weak market. Several Natal Engineering and Empower RF Systems, the November 2012 US presidential automotive bankers have attributed this trend which is owned by Summit Partners, he noted. election and the European debt crisis. to private equity buyers not wanting to borrow Potential buyers of those types of companies to pay high multiples for large auto groups. include API Technologies, Comtech, Mercury According to mergermarket data, the North Computer, Anaren, Kratos and Veritas, the American Industrials & Chemicals sector Diversified industrial manufacturers will industry source said. showed a significant decline in H1 2012 continue shedding less core automotive M&A, with US$38.4bn in deals, down 40% divisions following sizable acquisitions. For Major defense contractors are expected to from US$64.5bn in H1 2011. Construction instance, SPX, the industrial equipment continue to seek buys in the few areas of and defense segments were also down manufacturer, acquired Clyde Union Pumps growth in the defense sector. One example sharply, but transport gained 39.6% year- for US$1.25bn last August and five months that has been named as a potential target over-year through the first half. later sold its automotive service equipment is KEYW, as it has a strong presence in the business, Solution Services, to Robert Bosch, cyber security market. The M&A market is marked by “uncertainty,” for US$1.15bn. Similarly, an industry banker said a Chicago-based investment banker speculated, Eaton, the power management In industrial services, waste management is who focuses on industrials. This is reflected giant that paid US$11.8bn in May for Ireland- expected to see robust middle market M&A in the amount of cash some corporations based Cooper Industries, may have to sell in Northeast metropolitan regions, given have amassed, but are choosing not to parts of its less strong automotive and that giants Republic Services and Waste deploy, he said. aerospace businesses to avoid dilution. And Management have gradually left cities like New Eaton’s aerospace components could interest York due to competition from local groups, a That said, Scott Budoff of Saw Mill Capital, groups like United Technologies, Saffran and sector banker noted. New Jersey-based Action speaking at the annual ACG New York Rolls-Royce, said the banker. Carting Environmental Services and Ontario- manufacturing conference recently, predicted based Progressive Waste Solutions have been tax-driven selling at year-end as US$600bn of Private equity exits from aerospace portfolio building their Northeast presence and could Bush tax cuts and payroll tax cuts are set to companies are expected to continue into the buy small groups with US$10m to US$30m in expire. The fastest-growing industrials sectors second half of the year, the industrials banker revenue, he added. this year are aerospace, motor vehicles, said. Examples from the first half include electronics, medical equipment and fabricated Platte River Ventures selling PRV Aerospace Large groups such as listed, Texas-based metals, said Budoff. to Court Square Capital Partners and Centra Waste Connections could grow their being sold to Precision Castparts by PE Northeast platforms by targeting any of Paul Jones, a director at Raymond James in firm Heritage Partners. In July, Precision Connecticut’s independents--All Waste, charge of transportation deals, also speaking Castparts acquired Klune Industries. City Carting & Recycling, USA Hauling & at the ACG event, said he would rather be a One other PE-owned aerospace portfolio Recycling and CWPM, the banker said. seller than a buyer in the current market. He company that could be acquired over the next Multiples in the space are typically 6x said he closed a deal recently that included six months into next year is Synchronous EBITDA for tuck-in deals, but companies 150 strategic and financial bidders, with 20 Aerospace, the industry source said, which with more critical mass or a unique footprint initial bids. In the end, a strategic won at a is a portfolio company of Littlejohn. could sell for up to 10x, he said. price that was higher than expected, he said. On the other end of the spectrum, construction by Marlene Givant Star and Sam Weisberg Although private equity interest in and building products are still facing headwinds, with additional reporting by Craig Barner automotives continues, strategics have with many bankruptcies in the sector. However, and Richard Tekneci won several mid-sized auto auctions this Budoff said Saw Mill Capital is looking at year. Michigan-based Hayes-Lemmerz’s building products because housing appears to US$725m sale to Brazil’s Iochpe-Maxion have bottomed. closed in February, while last month Mexico-based Nemak closed its US$215m

DEAL DRIVERS – NORTH AMERICA - INDUSTRIALS, MANUFACTURING & ENGINEERING 19 industrials, manufacturing & engineering top 15 announced deals for year ending 30 june 2012

Announced Status Bidder Company Target Company Vendor Company Deal Value Date (US$m)

21-May-12 P Eaton Corporation Cooper Industries Plc 11,940 28-Mar-12 P Tyco Flow Control Pentair Inc 5,230 27-Jan-12 C Eastman Chemical Company Solutia Inc. 4,600 30-Jan-12 C ABB Ltd Thomas & Betts Corporation 3,770 08-Mar-12 C Molycorp Inc Neo Material Technologies Inc 1,215 24-Jan-12 C Robert Bosch GmbH SPX Service Solutions SPX Corporation 1,150 21-Jun-12 P Cabot Corporation Norit NV Doughty Hanson & Co; and Euroland Invest- 1,100 ments BV 19-Jun-12 P Air Products and Chemicals Inc Indura SA (67% Stake) Inversiones y Desarrollo SA 884 07-Feb-12 C Indorama Ventures Public Company Limited Old World Industries LLC 795 19-Mar-12 C Amazon.com Inc Kiva Systems Bain Capital LLC; and Meakem Becker Venture 775 Captial 20-Jan-12 C TransDigm Group Inc AmSafe Partners Inc Berkshire Partners LLC; and Greenbriar Equity 750 Group LLC 10-Apr-12 P TechAir Dressel Welding Supply Inc 730 16-May-12 P General Electric Company Industrea Limited 683 16-May-12 L Hicks Equity Partners LLC Appleton Inc Paperweight Development Corp 675 10-Apr-12 C Danaher Corporation X-Rite Incorporated One Equity Partners LLC 621

C= Completed; P= Pending; L= Lapsed

DEAL DRIVERS – NORTH AMERICA - INDUSTRIALS, MANUFACTURING & ENGINEERING 20

industrials, manufacturing & engineering m&A split by deal size

Value volume

250 1,100

1,000 74 39 900 43 200 35 66 24 800 81 28 224 44 700 37 150 211.4 226 35 169 23 56 600 34 115 18 7 44 125 500 114 77 25 122 78 100 96 Volume 12 99.8 110.5 400 56 8

Value (US$m) Value 75 24 300 497 61 19 64.8 72.7 427 454 50 52.9 200 392 2.5 2.6 339 12.8 14.2 283 3.9 12.7 3.9 209 12.9 10.6 9.9 8.1 20.8 100 7.7 4.0 4.9 9.5 5.2 3.0 9.6 10.1 7.9 7.5 0 0 1.0 1.0 0.7 0.7 0.5 0.6 0.1 2006 2007 2008 2009 2010 2011 H1 2012 2006 2007 2008 2009 2010 2011 H1 2012

>$501m $15m - $100m >$501m $15m - $100m $251m - $500m $5m - $14m $251m - $500m $5m - $14m $101m - $250m $101m - $250m Value not disclosed

Quarterly m&a activity

value volume

120,000 300

100,000 250

80,000 200

60,000 150 Volume Value (US$m) Value 40,000 100

20,000 50

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 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 Quarter Ended Quarter Ended Moving average trend line

Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant industry of the target is the Industrials, Manufacturing & Engineering sector.

DEAL DRIVERS – NORTH AMERICA - INDUSTRIALS, MANUFACTURING & ENGINEERING 21 industrials, manufacturing & engineering Financial advisors top 20 - ranked by value top 20 - ranked by volume

H1 H1 Company Name Value Number H1 H1 Company Name Value Number 2011 2012 (M) USD of Deals 2011 2012 (M) USD of Deals

4 1 Goldman Sachs 20,331 12 4 1 Houlihan Lokey 608 16 6 2 Citigroup 18,189 7 1 2 Lazard 6,885 14 13 3 Morgan Stanley 14,646 8 5 3 Lincoln International 668 14 11 4 Deutsche Bank 14,201 7 7 4 Goldman Sachs 20,331 12 2 5 Lazard 6,885 14 12 5 Rothschild 3,423 10 3 6 Credit Suisse 6,087 6 19 6 Harris Williams & Co 665 10 9 7 Barclays 5,844 6 14 7 Robert W. Baird & Co 137 9 7 8 Bank of America Merrill Lynch 5,485 7 11 8 Morgan Stanley 14,646 8 - 9 Greenhill & Co 5,230 2 2 9 UBS Investment Bank 1,425 8 49 10 The Valence Group 4,953 4 8 10 Citigroup 18,189 7 22 11 Moelis & Company 4,600 4 17 11 Deutsche Bank 14,201 7 8 12 Perella Weinberg Partners 4,600 3 9 12 Bank of America Merrill Lynch 5,485 7 23 13 Rothschild 3,423 10 53 13 William Blair & Company 1,045 7 1 14 JPMorgan 2,528 5 6 14 Credit Suisse 6,087 6 33 15 KPMG 1,731 4 10 15 Barclays 5,844 6 5 16 UBS Investment Bank 1,425 8 18 16 Jefferies & Company 355 6 - 17= Cutfield Freeman & Co 1,215 1 3 17 JPMorgan 2,528 5 45 17= GMP Securities 1,215 1 50 18 DC Advisory Partners 402 5 74 19 William Blair & Company 1,045 7 - 19 Sagent Advisors 282 5 - 20 Banco Itau BBA 884 1 20 20 M&A International 31 5

The financial adviser league tables by value and volume have been run from 01/01/2012 to the 06/30/2012, excluding lapsed and withdrawn deals. The tables are based on advice to a North American bidder, target or vendor and cover the following sectors: Automotive; Chemicals & Materials; Industrials- electronics; automation and products and services; and Manufacturing- other.

Legal Advisors top 20 - ranked by Value top 20 - ranked by volume

H1 H1 Company Name Value Number H1 H1 Company Name Value Number 2011 2012 (M) USD of Deals 2011 2012 (M) USD of Deals

1 1 Simpson Thacher & Bartlett 17,439 6 1 1 Jones Day 12,143 32 12 2 Davis Polk & Wardwell 15,710 2 2 2 Kirkland & Ellis 10,976 30 17 3 Wachtell, Lipton, Rosen & Katz 13,040 2 11 3 DLA Piper 1,026 16 68 4 Blake, Cassels & Graydon 12,719 10 3 4 Latham & Watkins 2,148 14 6 5 Jones Day 12,143 32 18 5 McDermott Will & Emery 5,365 12 18 6 Cleary Gottlieb Steen & Hamilton 12,045 3 17 6 Morgan Lewis & Bockius 1,041 11 60 7 Kinstellar 11,940 2 12 7 Blake, Cassels & Graydon 12,719 10 212 8= A&L Goodbody 11,940 1 22 8 Baker & McKenzie 243 10 - 8= Arthur Cox 11,940 1 5 9 Weil Gotshal & Manges 2,444 9 - 8= Matheson Ormsby Prentice 11,940 1 9 10 Mayer Brown 795 9 10 11 Skadden Arps Slate Meagher & Flom 11,686 6 15 11 Freshfields Bruckhaus Deringer 6,554 8 15 12 Kirkland & Ellis 10,976 30 73 12 Paul Weiss Rifkind Wharton & Garrison 730 8 13 13 Freshfields Bruckhaus Deringer 6,554 8 180 13 Norton Rose 2,193 7 2 14 Cravath Swaine & Moore 5,749 3 24 14 CMS 890 7 5 15 McDermott Will & Emery 5,365 12 49 15 Fasken Martineau Dumoulin 764 7 38 16 Homburger 5,230 1 102 16 Vinson & Elkins 463 7 3 17 Fried Frank Harris Shriver & Jacobson 4,920 4 71 17 Fulbright and Jaworski 347 7 14 18 Sullivan & Cromwell 4,805 4 6 18 Simpson Thacher & Bartlett 17,439 6 8 19 Dewey & LeBoeuf 3,935 3 8 19 Skadden Arps Slate Meagher & Flom 11,686 6 267 20 Slaughter and May 2,676 3 10 20 Stikeman Elliott 1,631 6

The legal adviser league tables by value and volume have been run from 01/01/2012 to the 06/30/2012 and include lapsed and withdrawn deals. The tables are based on advice to a North American bidder, target or vendor and cover the following sectors: Automotive; Chemicals & Materials; Industrials- electronics; automation and products and services; and Manufacturing- other.

DEAL DRIVERS – NORTH AMERICA - INDUSTRIALS, MANUFACTURING & ENGINEERING 22 Energy, mining, oil & gas energy, mining, oil & gas

US energy M&A to be driven by infrastructure, processing, terminals and storage, with a rather than exploration, side of the business domestic commodity production lot of those assets housed in MLPs, sources will fare better in the near term. said. Private and public capital, with long and M&A deals among exploration and production short term exit horizons, will continue to be Utilities plod along (E&P) companies are unlikely to be signficant attracted to the domestic energy market’s Consolidation among utilities might pick up unless natural gas prices suddenly improve, need for infrastructure. One particularly after awhile, driven by economies of scale and according to industry sources. bright spot could be PE funds with single- the need to strengthen balance sheets, an asset companies looking to exit by selling industry analyst said. But regulatory issues in Many companies boasting a prolific natural either to major strategic players or to other an election year, as well as macroeconomic gas resource as their flagship asset will be PE firms who can grow them further. A and capital market weakness, have prevented eyed for takeouts by majors and international number of mid-sized, PE-owned companies deals from happening and could do so for a players. The problem, as industry sources in infrastructure-focused sectors could see few more quarters, said the analyst. point out, is the bid-ask spread. Buyers see lucrative exits over the next six to 12 months, the Henry Hub natural gas spot price of Newendorp said. “It is reasonable to expect a continued M&A US$2 per MMBTU, close to a decade low, trend among utilities, however, we see more and are simply not prepared to pay what At the same time, international companies joint ventures across the energy chain,” added these companies believe they are worth. and majors view North America as “the Brian Tate, Head of Power and Utilities at Wells safest place in the world to invest,” said Fargo Securities. Companies like EOG, Chesapeake, Encana, Newendorp. Foreign players are still very Range Resources and EQT are seen as interested in North America and are actively Met coal in focus attractive gas-focused targets that will hold scouting deals, added the industry source. Acquisition interest in the US and abroad out for the price they want. remains high for metallurgical coal assets, Services also see bid-ask mismatch noted FBR Capital Markets Managing In some instances, companies have decided Rig count remains high in oil-rich basins Director Kurt Oehlberg during a recent to retain their assets rather than divest them in the US, but there is an expectation that conference. because the valuations they were offered it will slow down in the next 12-18 months. did not meet their price expectations, said “Because of that, people are taking a more Nonetheless, the coal industry “will go Jonathan Smidt, a member of KKR and head cautious stance on transactions,” said Jason through an exorcism” that could see large of KKR Natural Resources (KNR), a US$1.6bn Wilcox, managing director of Dallas-based players fall, said BB&T Capital Markets fund that closed in late June. KNR’s aim is boutique Wilcox Swartzwelder & Co. Managing Director Mark Levin. He noted to acquire non-core oil and gas properties, that a Central Appalachia producer with which at this point in time is primarily dry Still, a number of private, middle market high costs was “teetering” and that private natural gas assets, he said. KNR has acquired oilfield services businesses are likely to producers in the region do not have the scale around US$1bn in assets in the last two explore a sale in the second half of the year. to compete. years, according to press releases. The challenge, however, is that buyers are looking to pay lower multiples than they The coal industry is wrestling with record coal While there may be some one-off distressed were six months ago, Wilcox said. inventories, a slowdown in Chinese GDP sales, capital will continue to be roundly growth, cheap shale gas and a difficult political available from an ever-growing number of Private equity-backed consolidators will and regulatory environment in the US. sources: private equity firms, debt providers, continue to look for acquisitions, as the IPO and foreign joint venture partners, noted window for them is currently closed, he said. by Hana Askren, Chad Watt, Max Brett Terry Newendorp, chairman and CEO of But they are unlikely to offer high multiples. and Mark Druskoff Taylor-DeJongh. Companies have also taken advantage of alternative structures Furthermore, publicly traded oilfield service like volumetric production payments companies have seen their share prices (VPPs), royalty trusts, and master limited beaten down, so they likely will be unwilling partnerships (MLPs) to wring capital out of to pay higher multiples than their own. various parts of their businesses, explained one industry source. In the face of those negative factors, some good deals will still get done, driven by Infrastructure interest novel technology in the oilfield space, Wilcox Much of the expected M&A will happen said. Also, companies focused on water in areas such as pipelines, gathering and management services and the production,

DEAL DRIVERS – NORTH AMERICA - ENERGY, MINING, OIL & GAS 23 energy, mining, oil & gas top 15 announced deals for year ending 30 june 2012

Announced Status Bidder Company Target Company Vendor Company Deal Value Date (US$m)

04-Apr-12 C ConocoPhillips Company (shareholders) Phillips 66 ConocoPhillips Company 20,790 24-Feb-12 C Apollo Global Management, LLC; Riverstone EP Energy Corporation El Paso Corporation 7,150 Holdings LLC; Access Industries; and Korea National Oil Corporation 30-Apr-12 P Energy Transfer Partners LP Sunoco Inc 6,959 28-Jun-12 P Petroliam Nasional Berhad Progress Energy Resources Corp 5,055 29-Jan-12 C TonenGeneral Sekiyu KK ExxonMobil Yugen Kaisha ExxonMobil Corporation 3,926 16-Jan-12 C Pembina Pipeline Corp Provident Energy Ltd 3,681 08-Jun-12 C Global Infrastructure Partners Chesapeake Midstream Partners LP (46.1% Chesapeake Energy Corporation 3,188 Stake) 23-Jan-12 C Apache Corporation Cordillera Energy Partners III LLC EnCap Investments LLC 3,100 17-Feb-12 C Mitsubishi Corporation Encana Corporation (Cutbank Ridge Partner- EnCana Corporation 2,909 ship) (40% Stake) 19-Mar-12 C Williams Partners LP Caiman Eastern Midstream LLC Caiman Energy LLC 2,500 03-Jan-12 C Sinopec International Petroleum Exploration Devon Energy Corporation (33.3% stake in five Devon Energy Corporation 2,500 and Production Corporation US oil and gas projects) 16-Feb-12 C Icahn Enterprises LP CVR Energy Inc 2,293 23-Mar-12 C Pengrowth Energy Corporation NAL Energy 1,815 02-Apr-12 P Aluminum Corporation Of China Limited SouthGobi Energy Resources Ltd Ivanhoe Mines Ltd 1,567 15-May-12 P Blackstone Group LP Cheniere Energy Partners LP (undisclosed 1,500 economic interest)

C= Completed; P= Pending; L= Lapsed

DEAL DRIVERS – NORTH AMERICA - ENERGY, MINING, OIL & GAS 24

energy, mining, oil & gas m&A split by deal size

Value volume

360 600

300 500 92 83 93

240 400 58 43 72 56 38 87 89 62 40 40 80 180 300 49 65 261.2 228.5 255.2 78 72

Volume 175 131 120 184.6 172 200 42 Value (US$m) Value 114 127 120.6 111 26 99.2 54 24 91.0 60 100 70 66 51 54 22 57 21.6 9.6 15.2 13.8 26.3 17.4 4.0 94 14 13.6 61 66 7.9 14.2 8.2 13.2 5.8 10.8 6.1 13.1 6.4 12.5 5.6 9.5 3.0 56 48 58 41 0 0 0.6 0.6 0.4 0.5 0.5 0.2 0.1 2006y 2007y 2008y 2009y 2010y 2011y H1 2012 2006 2007 2008 2009 2010 2011 H1 2012

>$501m $15m - $100m >$501m $15m - $100m $251m - $500m $5m - $14m $251m - $500m $5m - $14m $101m - $250m $101m - $250m Value not disclosed

Quarterly m&a activity

value volume

120,000 150

100,000 120

80000 90

60,000 Volume 60 Value (US$m) Value 40,000

30 20,000

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 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 Quarter Ended Quarter Ended Moving average trend line

Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant industry of the target is the Energy, Mining, Oil & Gas sector.

DEAL DRIVERS – NORTH AMERICA - ENERGY, MINING, OIL & GAS 25 energy, mining, oil & gas Financial advisors top 20 - ranked by value top 20 - ranked by volume

H1 H1 Company Name Value Number H1 H1 Company Name Value Number 2011 2012 (M) USD of Deals 2011 2012 (M) USD of Deals

4 1 JPMorgan 38,120 11 3 1 RBC Capital Markets 21,210 28 7 2 Credit Suisse 35,109 12 7 2 BMO Capital Markets 15,656 14 12 3 RBC Capital Markets 21,210 28 4 3 Barclays 20,330 13 1 4 Barclays 20,330 13 9 4 Credit Suisse 35,109 12 6 5 Citigroup 16,743 11 8 5 JPMorgan 38,120 11 14 6 BMO Capital Markets 15,656 14 2 6 Citigroup 16,743 11 5 7 Goldman Sachs 15,355 10 1 7 Goldman Sachs 15,355 10 13 8 Jefferies & Company 15,140 9 11 8 Jefferies & Company 15,140 9 21 9 Scotia Capital 12,234 6 30 9 Evercore Partners 9,008 8 24 10 Tudor, Pickering, Holt & Co 11,828 7 15 10 Macquarie Group 1,737 8 11 11 Deutsche Bank 10,687 5 27 11 Tudor, Pickering, Holt & Co 11,828 7 8 12 Evercore Partners 9,008 8 17 12 GMP Securities 1,801 7 3 13 Bank of America Merrill Lynch 8,958 6 19 13 Scotia Capital 12,234 6 42 14 Wells Fargo Securities 8,463 6 5 14 Bank of America Merrill Lynch 8,958 6 15 15 TD Securities 7,198 6 36 15 Wells Fargo Securities 8,463 6 2 16 Morgan Stanley 4,678 3 18 16 TD Securities 7,198 6 23 17 Nomura Holdings 3,926 1 - 17 Houlihan Lokey 1,215 6 10 18 UBS Investment Bank 2,788 2 29 18 Simmons & Company International 703 6 25 19 National Bank Financial 1,805 5 - 19 Dundee Capital Markets 415 6 19 20 GMP Securities 1,801 7 13 20 Deutsche Bank 10,687 5

The financial adviser league tables by value and volume have been run from 01/01/2012 to the 06/30/2012, excluding lapsed and withdrawn deals. The tables are based on advice to a North American bidder, target or vendor and are based on the following sectors: Energy, Mining, and Utilities- other.

Legal Advisors top 20 - ranked by Value top 20 - ranked by volume

H1 H1 Company Name Value Number H1 H1 Company Name Value Number 2011 2012 (M) USD of Deals 2011 2012 (M) USD of Deals

54 1 Bracewell & Giuliani 36,214 11 2 1 Vinson & Elkins 26,559 25 10 2 Vinson & Elkins 26,559 25 6 2 Baker Botts 7,522 17 2 3 Latham & Watkins 16,670 16 1 3 Latham & Watkins 16,670 16 - 4 Paul Weiss Rifkind Wharton & Garrison 13,119 5 23 4 Gowling Lafleur Henderson 2,445 14 4 5 Wachtell, Lipton, Rosen & Katz 12,036 5 19 5 Stikeman Elliott 4,485 12 52 6 Burnet Duckworth & Palmer 11,688 9 17 6 Bracewell & Giuliani 36,214 11 18 7 Norton Rose 11,408 11 16 7 Norton Rose 11,408 11 20 8 Alston & Bird 11,303 5 3 8 Blake, Cassels & Graydon 6,161 11 83 9 White & Case 8,820 3 11 9 Fulbright and Jaworski 4,332 11 31 10 Locke, Lord, Bissell & Liddell 8,531 4 5 10 Burnet Duckworth & Palmer 11,688 9 162 11 Debevoise & Plimpton 8,275 2 13 11 Jones Day 6,795 9 19 12 Weil Gotshal & Manges 8,123 4 8 12 Andrews Kurth 4,946 8 1 13 Baker Botts 7,522 17 15 13 Osler, Hoskin & Harcourt 3,044 7 165 14 Willkie Farr & Gallagher 7,150 2 21 14 Akin Gump Strauss Hauer & Feld 2,488 7 33 15 Bingham McCutchen 6,959 1 18 15 Bennett Jones 6,867 6 86 16 Bennett Jones 6,867 6 38 16 Thompson & Knight 4,258 6 21 17 Jones Day 6,795 9 25 17 Fraser Milner Casgrain 153 6 17 18 Blake, Cassels & Graydon 6,161 11 - 18 Paul Weiss Rifkind Wharton & Garrison 13,119 5 22 19 Hogan Lovells 5,450 4 24 19 Wachtell, Lipton, Rosen & Katz 12,036 5 26 20 Andrews Kurth 4,946 8 53 20 Alston & Bird 11,303 5

The legal adviser league tables by value and volume have been run from 01/01/2012 to the 06/30/2012 and include lapsed and withdrawn deals. The tables are based on advice to a North American bidder, target or vendor and are based on the following sectors: Energy, Mining, and Utilities- other.

DEAL DRIVERS – NORTH AMERICA - ENERGY, MINING, OIL & GAS 26 consumer

CONSUMER

Food, beauty and retail brighten outlook Pevonia, according to published reports. restructuring firm. Company turnarounds for consumer sector M&A Others evaluating sales include Newport and restructuring could increase the rhythm Beach, California-based and Castanea of deals, but an important question will be Food and beverage, personal care, retail Partners-backed color cosmetics brand how much of a premium such companies and restaurants are likely to be active areas Urban Decay, and San Francisco, California- will attract, he added. Apparel makers are for consumer M&A in the second half, with based skin care company YesTo, backed by under pressure from retailers looking to apparel and entertainment also seeing deals. San Francisco Equity Partners and Simon increase margins, and even though raw Equity Partners, this news service reported material costs have stabilized, the apparel In the food and beverage markets, bankers in February. Strivectin, based in New York industry faces uncertainty, said Ellinger. expect strategic players and private equity City and backed by Catterton Partners, The children’s apparel market lacks large firms to remain active in the second is also considering a sale, according to consolidators, leaving fewer options for half. Hillshire Brands, which changed its published reports. sellers, he noted. name from Sara Lee after spinning off its international coffee and tea business earlier Restaurants and retail will remain active The potential for cross-border deals merits this year, is a takeover target for the likes spaces for M&A, and many companies may a mention in the overall leisure sector. of Tyson Foods and Hormel, according to a choose to pursue dual-track processes Wanda Group’s US$2.6bn acquisition of published report. Corporate breakups and as private equity backers look for the movie theater chain AMC Entertainment in divestitures could drive some of the activity, best possible return and public markets May could spur more Asian buyers to look with companies such as Netherlands-based remain choppy. Yardhouse, based in Irvine, at US movie theater assets, according to CSM announcing in June it would dispose California and backed by TSG Consumer one industry banker. of its €2.4bn sales bakery supply division, Partners, was reported to be pursuing a which includes a US unit. dual-track sale process before selling to by Ellena Kleinman Darden in July. Party City, which had filed Within personal care, bankers have their to go public at the beginning of the year, eyes on a number of potential transactions announced in June it would sell to Thomas involving beauty companies. Coty in June H Lee in a US$2.7bn deal. filed to raise US$700m in an IPO after dropping a bid to acquire Avon Products The apparel sector will continue to consolidate earlier this year. TSG Consumer Partners in the second half of the year, speculated is evaluating exiting most of its beauty Allan Ellinger, senior managing partner portfolio, which includes ELF Cosmetics, with Marketing Management Group, a New Perricone MD, Alterna, Sexy Hair, Kenra and York City-based investment bank and

DEAL DRIVERS – NORTH AMERICA - CONSUMER 27

CONSUMER top 15 announced deals for year ending 30 june 2012

Announced Status Bidder Company Target Company Vendor Company Deal Value Date (US$m)

23-Apr-12 P Nestle SA Pfizer Nutrition Pfizer Inc 11,850 19-Jun-12 C Walgreen Company Alliance Boots GmbH (45% Stake) AB Acquisitions Holdings Limited 6,690 31-May-12 C Sara Lee Corporation (Shareholders) D.E MASTER BLENDERS 1753 BV Sara Lee Corporation 3,908 18-Apr-12 C Alimentation Couche-Tard Inc Statoil Fuel & Retail ASA 3,726 15-Feb-12 C Kellogg Company Procter & Gamble Company (Pringles snack Procter & Gamble Company 3,545 business) 03-Apr-12 C Molson Coors Brewing Company StarBev LP CVC Capital Partners Limited 3,533 05-Jun-12 C Thomas H Lee Partners LP Party City Holding Inc Berkshire Partners LLC; Advent International 2,690 Corporation; and Weston Presidio Capital 29-Jun-12 P Constellation Brands Inc Crown Imports LLC (50% Stake) Anheuser-Busch InBev NV 1,850 01-May-12 P Blum Capital Partners LP; and Golden Gate Collective Brands Inc 1,748 Capital 07-Jun-12 C TPG Capital LP; and Leonard Green & Partners Savers Inc Freeman Spogli & Co 1,600 LP 20-Mar-12 P Agrium Inc Viterra Inc's Agri-Products Business (Majority Viterra Inc 1,160 Stake) 30-Jan-12 L The Gores Group LLC Pep Boys - Manny, Moe & Jack 1,005 21-Mar-12 C Dart Container Corporation Solo Cup Company Vestar Capital Partners 1,000 24-May-12 C General Mills Inc Yoki Alimentos SA 954 30-Jan-12 C McKesson Corporation Drug Trading Corporation & Medicine Shoppe Katz Group Canada Limited 919 Canada Inc.

C= Completed; P= Pending; L= Lapsed

DEAL DRIVERS – NORTH AMERICA - CONSUMER 28

CONSUMER m&A split by deal size

Value volume

150 600

35 27 500 37 120 44 27 35 97 16 400 20 16 14 26 90 27 126.5 131 52 13 29 9 95 300 7 25 74 111.2 47 18 25 64 29 60 81.6 60 Volume 16 200 16 11

Value (US$m) Value 36 303 16 53.1 20 11 235 30 228 232 36.0 100 194 2.5 18.1 31.5 3.8 156 8.9 9.4 124 4.1 3.1 3.3 4.3 2.5 5.5 7.4 4.6 7.2 4.4 3.8 2.6 3.2 2.9 0.9 6.0 4.3 0 0 0.4 0.4 0.2 0.3 0.1 0.3 0.1 2006 2007 2008 2009 2010 2011 H1 2012 2006 2007 2008 2009 2010 2011 H1 2012

>$501m $15m - $100m >$501m $15m - $100m $251m - $500m $5m - $14m $251m - $500m $5m - $14m $101m - $250m $101m - $250m Value not disclosed

Quarterly m&a activity

value volume

100,000 150

80,000 120

60,000 90 Volume 40,000 60 Value (US$m) Value

20,000 30

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 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 Quarter Ended Quarter Ended Moving average trend line

Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant industry of the target is the Consumer sector.

DEAL DRIVERS – NORTH AMERICA - CONSUMER 29

CONSUMER Financial advisors top 20 - ranked by value top 20 - ranked by volume

H1 H1 Company Name Value Number H1 H1 Company Name Value Number 2011 2012 (M) USD of Deals 2011 2012 (M) USD of Deals

7 1 Deutsche Bank 22,351 5 17 1 Barclays 13,903 9 16 2 Rabobank 19,484 3 18 2 Lazard 13,435 9 2 3 Morgan Stanley 19,296 5 2 3 Rothschild 16,778 7 19 4 Centerview Partners 19,145 3 1 4 Goldman Sachs 12,184 7 5 5 Rothschild 16,778 7 6 5 Bank of America Merrill Lynch 8,275 7 8 6 Barclays 13,903 9 33 6 Peter J Solomon Company 1,066 6 12 7 Lazard 13,435 9 38 7 Harris Williams & Co 61 6 1 8 Goldman Sachs 12,184 7 15 8 Deutsche Bank 22,351 5 9 9 Bank of America Merrill Lynch 8,275 7 4 9 Morgan Stanley 19,296 5 3 10 JPMorgan 5,300 5 8 10 JPMorgan 5,300 5 - 11 Scotia Capital 4,886 2 10 11 Robert W. Baird & Co 1,165 5 95 12 Moelis & Company 4,290 3 5 12 Credit Suisse 3,009 4 83 13 Duff & Phelps 3,984 2 - 13 Perella Weinberg Partners 2,311 4 13 14 UBS Investment Bank 3,765 2 12 14 Jefferies & Company 748 4 15 15 HSBC 3,745 2 98 15 PwC 345 4 - 16= ABG Sundal Collier 3,726 1 3 16 Houlihan Lokey 150 4 - 16= Arctic Securities 3,726 1 7 17 Rabobank 19,484 3 - 16= Mitsubishi UFJ Financial Group 3,726 1 49 18 Centerview Partners 19,145 3 67 16= National Bank Financial 3,726 1 95 19 Moelis & Company 4,290 3 14 20 Nomura Holdings 3,533 1 104 20 William Blair & Company 617 3

The financial adviser league tables by value and volume have been run from 01/01/2012 to the 06/30/2012, excluding lapsed and withdrawn deals. The tables are based on advice to a North American bidder, target or vendor and are based on the following sectors: Consumer-retail, food and other.

Legal Advisors top 20 - ranked by Value top 20 - ranked by volume

H1 H1 Company Name Value Number H1 H1 Company Name Value Number 2011 2012 (M) USD of Deals 2011 2012 (M) USD of Deals

20 1 Skadden Arps Slate Meagher & Flom 18,568 10 1 1 Kirkland & Ellis 17,107 17 24 2 Clifford Chance 18,540 2 2 2 Latham & Watkins 2,970 15 37 3 Kirkland & Ellis 17,107 17 5 3 Jones Day 4,761 12 51 4 Baker & McKenzie 15,404 3 6 4 Skadden Arps Slate Meagher & Flom 18,568 10 120 5 Mayer Brown 12,464 4 18 5 DLA Piper 12,057 9 69 6 DLA Piper 12,057 9 34 6 White & Case 1,034 9 - 7 A&L Goodbody 11,850 2 10 7 Stikeman Elliott 652 9 - 8= DLA Cliffe Dekker Hofmeyr 11,850 1 14 8 Simpson Thacher & Bartlett 9,350 8 - 8= King & Wood Mallesons 11,850 1 40 9 Morgan Lewis & Bockius 1,171 8 21 10 Wachtell, Lipton, Rosen & Katz 10,235 2 12 10 Sullivan & Cromwell 6,157 7 4 11 Cleary Gottlieb Steen & Hamilton 9,794 4 7 11 Ropes & Gray 3,935 7 22 12 Simpson Thacher & Bartlett 9,350 8 24 12 Paul Weiss Rifkind Wharton & Garrison 676 7 8 13 Weil Gotshal & Manges 7,174 6 4 13 Weil Gotshal & Manges 7,174 6 7 14 Allen & Overy 6,845 3 13 14 Blake, Cassels & Graydon 2,079 5 76 15 Gibson Dunn & Crutcher 6,698 3 137 15 Mayer Brown 12,464 4 54 16 Darrois Villey Maillot Brochier 6,690 1 27 16 Cleary Gottlieb Steen & Hamilton 9,794 4 13 17 Sullivan & Cromwell 6,157 7 15 17 Willkie Farr & Gallagher 913 4 - 18 Allens 5,836 3 36 18 Haynes and Boone 312 4 9 19 Jones Day 4,761 12 67 19 K&L Gates 198 4 112 20 McCarthy Tetrault 4,693 3 16 20 Baker & McKenzie 15,404 3

The legal adviser league tables by value and volume have been run from 01/01/2012 to the 06/30/2012 and incude lapsed and withdrawn deals. The tables are based on advice to a North American bidder, target or vendor and are based on the following sectors: Consumer-retail, food and other.

DEAL DRIVERS – NORTH AMERICA - CONSUMER 30 technology, media & telecom technology, media & telecom (TMT)

Technology, Media & Telecom dealmakers Twitter inked more acquisitions than Google, interest by Berkshire Hathaway in the space, cautious due to economic woes; social Mutert said. Google needs to integrate social with its acquisition of a majority stake in Media collaboration, print media and telecom collaboration more effectively into its brand, General and its stake buy in Lee Enterprises. should see uptick said John Matthews, an industry consultant for the Comscient Group. “It needs to bring These recent transactions are boosting the Technology, Media and Telecom (TMT) on board the kind of talent that lives and confidence of buyers interested in entering the A less than stable global economy has caused breeds social,” Matthews said. The only way space and provide sellers with comps to gauge some buyers to wait on deals, but investments it can afford to do so is to go head-to-head their own valuations, McCarthy said. Multiples in technology are not slowing down. with Facebook and Twitter, he said. hover in the five to eight times EBIDTA range, he said. Social collaboration, mobile and data AddThis, Blue Kai, Excelate, Media 6 Degrees, Analytics remain potential hot spots for M&A, and ShareThis are among those potentially Data growth will drive telecom M&A despite the negative macro environment. In ripe for acquisition, an industry banker said. Windstream and Zayo have been the major print media, a renewed interest in smaller competitive wireline acquirers in the past regional papers is causing optimism that deal Mobile continues to be a hot space, but six months, said Robert Paige, Group Head activity will be revived. In telecom, an increase McLeod said not to expect another deal Telecommunications M&A at Brown Brothers in Internet traffic is driving deal activity in fiber similar to Facebook’s US$1bn purchase Harriman. “For the telecom industry, it’s to wireless towers. of Instagram. Deals will primarily be on important to look at the macro drivers and the small side as companies look to build those drivers are data, data, data,” Paige said. Social media and software their mobile platforms. Fiber carrier targets are especially attractive Many social media companies are growing where buyers can consolidate certain routes, rapidly and posting strong revenues, but Europe JumpTap’s US$27.5m funding has the integrate synergies and create a rational sovereign debt crisis is weighing on the market market expecting that it could go public. competitive landscape, he said. and some buyers are afraid to pull the trigger, Millennial Media’s recent IPO also shows said Matthew McLeod an associate at Morgan the potential attractiveness of mobile The market is also seeing a tremendous Joseph TriArtisan. advertising, said Todd Feldman, managing amount of consolidation and investment director of Mooreland Partners. into building fiber to wireless towers, driven High unemployment and the prospect of by increased growth in mobile video traffic. future tax increases also create an aura of In software, the larger platform vendors “That’s where we’re seeing the growth,” Paige uncertainty, “which is not good for M&A,” he have strong cash positions and continue to said. “At some point in the future almost said. “When you talk about M&A aside from be acquisitive. “I would certainly watch Dell,” everything everyone does will be captured on these landmark deals in the news, it’s not Mutert said, adding that the IT giant remains video and someone will want to see it.” really representative.” on the hunt after its US$2.4bn buy of Quest Software. IBM also has a sizable war chest and Fiber carrier M&A trading multiples have However, McLeod said he has a positive has shown an interest in data analytics through ranged from as low as five times EBITDA to outlook about social collaboration, where its purchases of Tealeaf Technology and as high as 12 times, Paige said. Targets on the companies are “growing like weeds.” Microsoft’s Vericent, Mutert said. Symantec is also looking low end of the EBITDA multiple spectrum had US$1.2bn acquisition of Yammer is only the at buys in enterprise mobility, Feldman said. flat or declining revenues while companies on beginning, he said. the high end have unique fiber routes, solid Renewed interest in print media revenue growth, sound management teams, Buyers are actively looking at any company There has been renewed M&A activity in and a sticky customer base. The unique fiber in enterprise social collaboration, especially newspapers, principally in small cities that routes have allowed high value carriers the those that have raised a lot of capital such have community-based newspapers, said ability to charge premium pricing, Paige said. as Box and Dropbox, said Brian Mutert, CEO Brian McCarthy, a partner at Skadden, Arps, of the boutique investment bank Stratagem Slate, Meagher & Flom LLP. In smaller On the wireless side, as carriers move to 4G, Partnering. communities, print media has shown it can there will be a need for significant capital attract advertisers, while the ad market is investment. 4G also requires significant “Google, in particular, needs to do softer in large metropolitan areas, he said. technical knowledge to optimize network something around social,” McLeod said. efficiency, he said. This investment in human “I don’t think Google Plus has taken off Recent deals in the space are a good sign and financial capital will drive additional as much as they wanted.” that there has been a turn, McCarthy said. consolidation in the wireless industry. Examples include Freedom Communication’s In the first half of 2012, Facebook and spate of regional paper sales and renewed by Monique Lewis

DEAL DRIVERS – NORTH AMERICA - TMT 31 technology, media & telecom (TMT) top 15 announced deals for year ending 30 june 2012

Announced Status Bidder Company Target Company Vendor Company Deal Value Date (US$m)

20-May-12 P Alibaba Group Holding Ltd Alibaba Group Holding Ltd (20% Stake) Yahoo! Inc 7,100 15-Mar-12 C Cisco Systems Inc NDS Group Limited Permira; and News Corporation 5,000 22-May-12 P SAP AG Ariba Inc 4,311 16-Mar-12 P BCE Inc Astral Media Inc 3,208 19-Mar-12 C Zayo Group LLC Abovenet Inc 2,142 09-Feb-12 C Oracle Corporation Taleo Corporation 1,810 26-Jun-12 P SBA Communications Corporation TowerCo LLC (3,252 towers) TowerCo LLC 1,456 18-Apr-12 C WideOpenWest Holdings LLC Knology Inc 1,411 09-Mar-12 L Insight Venture Partners Quest Software Inc (66% Stake) 1,409 25-Jun-12 C Microsoft Corporation Yammer Inc 1,200 27-Feb-12 P Motorola Solutions Inc Motorola Solutions Inc (7.53% Stake) Carl Icahn (Private Investor) 1,167 11-Jun-12 C Apax Partners LLP; and JMI Equity Paradigm Ltd Paine & Partners LLC 1,000 09-Apr-12 P Facebook Inc Instagram Benchmark Capital; Baseline Ventures LLC; and 1,000 Andreessen Horowitz 13-Mar-12 C Dell Inc SonicWALL Inc Thoma Bravo LLC; and Teachers Private Capital 1,000 09-Apr-12 C Cerberus Capital Management LP YP Holdings LLC (53% Stake) AT&T Inc 950

C= Completed; P= Pending; L= Lapsed

DEAL DRIVERS – NORTH AMERICA - TMT 32

Technology, Media & Telecom (TMT) m&A split by deal size

Value volume

350 1,200

300 1,000 65 70 44 61 250 104 84 27 800 38 19 35 44 44 200 62 66 286.2 329 57 600 296 32 14 169 185 150 215 37 187.2

Volume 91 20 150 400 161 135 82 24

Value (US$m) Value 112 100 125.4 82 32 84.1 65 85.3 76.4 37 200 390 4.7 322 304 352 50 15.3 8.3 299 21.5 6.8 5.9 260 17.0 12.9 15.8 26.2 5.2 197 14.6 10.0 8.9 5.9 7.7 8.1 3.2 14.6 12.3 10.4 9.5 0 0 1.5 1.1 0.9 0.7 0.8 0.7 0.3 2006 2007 2008 2009 2010 2011 H1 2012 2006 2007 2008 2009 2010 2011 H1 2012

>$501m $15m - $100m >$501m $15m - $100m $251m - $500m $5m - $14m $251m - $500m $5m - $14m $101m - $250m $101m - $250m Value not disclosed

Quarterly m&a activity

value volume

150,000 300

250 120,000

200 90,000

150 Volume 60,000 Value (US$m) Value 100

30,000 50

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 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 Quarter Ended Quarter Ended Moving average trend line

Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant industry of the target is the Technology, Media & Telecom sector.

DEAL DRIVERS – NORTH AMERICA - TMT 33

Technology, Media & telecom (TMT) Financial advisors top 20 - ranked by value top 20 - ranked by volume

H1 H1 Company Name Value Number H1 H1 Company Name Value Number 2011 2012 (M) USD of Deals 2011 2012 (M) USD of Deals

2 1 Morgan Stanley 19,553 18 2 1 Morgan Stanley 19,553 18 3 2 JPMorgan 17,965 14 10 2 JPMorgan 17,965 14 1 3 Goldman Sachs 17,039 14 3 3 Goldman Sachs 17,039 14 8 4 Deutsche Bank 13,568 11 7 4 Jefferies & Company 3,587 12 6 5 Credit Suisse 11,446 9 4 5 Deutsche Bank 13,568 11 9 6 UBS Investment Bank 11,244 8 12 6 Barclays 7,649 10 10 7 Barclays 7,649 10 19 7 GCA Savvian Group 1,348 10 17 8 Allen & Company 7,200 2 16 8 Credit Suisse 11,446 9 22 9 HSBC 7,160 2 1 9 Bank of America Merrill Lynch 4,753 9 34 10 Centerview Partners 6,577 5 8 10 Moelis & Company 3,931 9 16 11 RBC Capital Markets 4,793 8 13 11 Evercore Partners 1,028 9 7 12 Bank of America Merrill Lynch 4,753 9 5 12 Lazard 874 9 5 13 Qatalyst Group 4,406 5 6 13 UBS Investment Bank 11,244 8 11 14 Moelis & Company 3,931 9 9 14 RBC Capital Markets 4,793 8 95 15 Citigroup 3,704 5 36 15 Stifel, Nicolaus & Company 973 7 14 16 Jefferies & Company 3,587 12 18 16 Raymond James & Associates 340 6 63 17 BMO Capital Markets 3,531 3 61 17 Blackstone Group 323 6 - 18= CIBC World Markets 3,208 1 14 18 Pagemill Partners 133 6 - 18= National Bank Financial 3,208 1 67 19 Centerview Partners 6,577 5 48 20 Wells Fargo Securities 1,977 3 11 20 Qatalyst Group 4,406 5

The financial adviser league tables by value and volume have been run from 01/01/2012 to the 06/30/2012, excluding lapsed and withdrawn deals. The tables are based on advice to a North American bidder, target or vendor and are based on the following sectors: Computer- software, hardware and semiconductors; Telecommunications: Hardware; Internet/e-Commerce; Media; and Telecommunications: Carriers

Legal Advisors top 20 - ranked by Value top 20 - ranked by volume

H1 H1 Company Name Value Number H1 H1 Company Name Value Number 2011 2012 (M) USD of Deals 2011 2012 (M) USD of Deals

11 1 Skadden Arps Slate Meagher & Flom 18,323 17 1 1 Wilson Sonsini Goodrich & Rosati 5,083 34 42 2 Fenwick & West 15,116 24 2 2 DLA Piper 1,858 26 21 3 Kirkland & Ellis 13,501 21 3 3 Latham & Watkins 3,984 25 2 4 Sullivan & Cromwell 12,958 8 5 4 Fenwick & West 15,116 24 23 5 Weil Gotshal & Manges 8,893 15 7 5 Jones Day 5,536 23 31 6 Gibson Dunn & Crutcher 8,796 13 6 6 Kirkland & Ellis 13,501 21 19 7 O'Melveny & Myers 8,288 9 11 7 Skadden Arps Slate Meagher & Flom 18,323 17 5 8 Wachtell, Lipton, Rosen & Katz 7,962 3 23 8 Weil Gotshal & Manges 8,893 15 82 9 White & Case 7,746 10 15 9 Gibson Dunn & Crutcher 8,796 13 20 10 Allen & Overy 7,609 8 24 10 Davis Polk & Wardwell 6,577 13 25 11 Freshfields Bruckhaus Deringer 7,411 5 13 11 Morrison & Foerster 2,504 13 125 12 Munger Tolles & Olson 7,113 2 9 12 Goodwin Procter 2,050 11 183 13 Fangda Partners 7,100 2 78 13 White & Case 7,746 10 13 14 Davis Polk & Wardwell 6,577 13 22 14 Blake, Cassels & Graydon 4,181 10 53 15 Hogan Lovells 5,722 8 10 15 Shearman & Sterling 3,837 10 10 16 Jones Day 5,536 23 12 16 O'Melveny & Myers 8,288 9 36 17 Willkie Farr & Gallagher 5,110 6 19 17 Orrick Herrington & Sutcliffe 3,446 9 17 18 Wilson Sonsini Goodrich & Rosati 5,083 34 31 18 Greenberg Traurig 2,266 9 234 19 Eversheds 5,035 4 38 19 Morgan Lewis & Bockius 540 9 67 20 Proskauer Rose 5,030 2 28 20 Sullivan & Cromwell 12,958 8

The legal adviser league tables by value and volume have been run from 01/01/2012 to the 06/30/2012 and include lapsed and withdrawn deals. The tables are based on advice to a North American bidder, target or vendor and are based on the following sectors: Computer- software, hardware and semiconductors; Telecommunications: Hardware; Internet/e-Commerce; Media; Telecommunications: Carriers

DEAL DRIVERS – NORTH AMERICA - TMT 34 life sciences & healthcare Life sciences & Healthcare

Supreme Court ruling should spur M&A Healthcare Services. St. Mary’s reportedly lost and AstraZeneca effectively teamed up to across all healthcare sectors though it US$130m over the last three years. The terms pay US$7bn for the diabetes firm Amylin favors hospitals, insurers of the deal were not disclosed. Pharmaceuticals. AstraZeneca likewise picked up Ardea Pharmaceuticals, which is While all providers expect to face If there is any effect from the ruling with developing a drug to treat gout, for US$1.2bn, reimbursement cuts under the Affordable respect to M&A, joint ventures, accountable to replenish revenue in its portfolio. Care Act (ACA), upheld by the Supreme Court care partnerships and other initiatives, it in June 2012, the addition of new participants is that these transactions will accelerate, One biotech executive recently compared to the healthcare system is expected to offset rather than slow, according to Dan the pharmaceutical industry to old the cuts and lead to consolidation in most Slipkovich, CEO of Capella Healthcare, Hollywood studios of the 20th century, which sectors, said industry sources. a hospital operator in the Southeast. controlled all aspects of the film industry. Now Hollywood studios excel at marketing, Hospitals in the US expect to lose up to Though the ruling enables the for-profit distribution, and occasionally providing capital US$155bn in reimbursement under the ACA, hospitals to expand prudently, the same to filmmakers – but they no longer own the which takes effect in January 2014. At the dynamics might not apply to municipal actors, directors and producers. To get the same time, 32 million new Americans will hospitals, said Brozak. Struggling urban actors and directors for their marketing be eligible for hospital services. These new hospitals and hospitals in more remote and distribution networks, pharmaceutical “customers,” who will also be new members rural areas do not operate with the same companies are going to have to turn to of insurance plans, are expected to drive flexibility. Though the future of municipal acquisitions, said the executive. growth and mergers for hospital and health hospitals remains uncertain, the analyst insurers over the next 12 months, said expects local governments to pick up the cost, Healthcare information technology companies industry sources. Pharmaceutical mergers which could lead to diminished services and also expect to continue to benefit under the likewise will pick up, as drug companies reimbursement in many healthcare programs. provisions of the ACA. Insurers and medical also deal with declining reimbursement and providers are moving to integrate technology the discontinuation, primarily because of Insurance companies are structured to into their services, said Sam Hendler, a expiring patents on “blockbuster” drugs that efficiently add members and some are more banker at Harris Williams. The ruling makes have driven revenue for the past 20 years. efficient than others, said one industry Hendler “even more bullish” on the sector as banker. With the ruling expected to expand more “lives” will enter the healthcare system, For-profit hospitals are adept at “managing insurance to an estimated 40-45 million creating the need for payers and providers [patient] loads” and services, said Steve more Americans, insurers can continue to better manage their services through Brozak, an analyst at WBB Securities. to implement recent programs that target technology. As an example, Hendler pointed Hospital providers have demonstrated they specific geographies and reimbursement to Dell’s acquisition last year of InSite One, incrementally can add services and facilities groups. For insurers, the ruling is “a huge which enabled Dell to offer a cloud-enabled, to their portfolios without pinching earnings. thumbs up,” said James Owens, chairman medical image archiving service. Dell and To do so, however, hospital operators will of the healthcare practice at law firm Paul Microsoft also entered a partnership to rely, at least partially, on acquisitions. Some Hastings. In particular, sources pointed develop on-demand reporting and analytics hospitals have chosen not to wait for the to insurance offerings that would serve a for community hospitals. Supreme Court ruling, calculating hospitals population of dual-eligible Medicaid and would have to respond to the tenets of the ACA Medicare members. by William Langbein regardless of the decision. For pharmaceutical companies and medical For example, Dignity Health of San Francisco, device companies, the addition of new a hospital operator formerly known as members may not be as promising. Drug Catholic Healthcare West, recently bought companies stand to lose revenue through U.S Healthworks, the largest independent the expiration of the “doughnut hole” in operator of occupational medicine and urgent reimbursement to Medicare patients, while care centers in the United States. Dignity said medical device manufacturers face a 2.3% the acquisition reflected the organization’s excise tax on revenue beginning next year. vision to become a national, integrated As a result, many already are positioning delivery network by 2020. Dignity had also for the future through M&A, especially in agreed to buy Ashland Community Hospital specialty pharma, which is the prime target in Ashland, Oregon, and sell Saint Mary’s area for major pharmaceutical companies. Regional Medical Center in Reno to Prime Among recent deals, Bristol-Myers Squibb

DEAL DRIVERS – NORTH AMERICA - LIFE SCIENCES & HEALTHCARE 35

Life sciences & Healthcare top 15 announced deals for year ending 30 june 2012

Announced Status Bidder Company Target Company Vendor Company Deal Value Date (US$m)

25-Jan-12 L Roche Holding Ltd Illumina Inc 6,846 29-Jun-12 P Bristol-Myers Squibb Company Amylin Pharmaceuticals Inc 6,349 25-Apr-12 P Watson Pharmaceuticals Inc Actavis Group hf 5,806 20-May-12 P DaVita Inc HealthCare Partners LLC 4,418 18-Apr-12 C SXC Health Solutions Corp Catalyst Health Solutions Inc 4,292 30-Apr-12 C Hologic Inc Gen-Probe Incorporated 3,599 09-May-12 C GlaxoSmithKline Plc Human Genome Sciences Inc 2,934 17-May-12 C Agilent Technologies Inc Dako A/S EQT Partners AB 2,200 07-Jan-12 C Bristol-Myers Squibb Company Inhibitex Inc 2,020 12-Mar-12 C Asahi Kasei Corporation Zoll Medical Corporation 1,994 02-May-12 C Sandoz AG Fougera Pharmaceuticals Inc Nordic Capital; DLJ Merchant Banking Partners; 1,525 and Avista Capital Partners LP 23-Apr-12 C AstraZeneca Plc Ardea Biosciences Inc 1,172 26-Jan-12 C Celgene Corporation Avila Therapeutics Inc 925 26-Jan-12 C Amgen Inc Micromet Inc 833 11-Apr-12 C Takeda Pharmaceutical Company Ltd URL Pharma Inc Elliott Associates LP; and Momar Corporation 800

C= Completed; P= Pending; L= Lapsed

DEAL DRIVERS – NORTH AMERICA - LIFE SCIENCES & HEALTHCARE 36

life sciences & healthcare m&A split by deal size

Value volume

200 500

33 49 38 28 33 400 21 37 51 150 23 41 45 20 19 41 29 96 300 21 167.4 179.0 145 134 18 104 100 109 18 46

106.2 200 77 41 98.8 Volume 19 11 63 74 51 12 Value (US$m) Value 73.1 40 63.3 38 50 218 100 173 22 35.4 127 124 134 4.6 2.9 3.7 115 8.0 12.8 10.4 2.0 82 6.9 4.6 3.1 7.8 7.1 7.0 6.2 6.8 4.3 8.3 4.4 1.8 6.2 5.3 0 0 0.5 0.6 0.4 0.4 0.3 0.4 0.1 2006 2007 2008 2009 2010 2011 H1 2012 2006 2007 2008 2009 2010 2011 H1 2012

>$501m $15m - $100m >$501m $15m - $100m $251m - $500m $5m - $14m $251m - $500m $5m - $14m $101m - $250m $101m - $250m Value not disclosed

Quarterly m&a activity

value volume

200,000 150

120 150,000

100,000 Volume 60 Value (US$m) Value

50,000 30

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 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 Quarter Ended Quarter Ended Moving average trend line

Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant industry of the target is the Life Sciences & Healthcare sector.

DEAL DRIVERS – NORTH AMERICA - LIFE SCIENCES & HEALTHCARE 37 life sciences & healthcare Financial advisors top 20 - ranked by value top 20 - ranked by volume

H1 H1 Company Name Value Number H1 H1 Company Name Value Number 2011 2012 (M) USD of Deals 2011 2012 (M) USD of Deals

1 1 Goldman Sachs 22,128 12 5 1 JPMorgan 14,339 17 2 2 Credit Suisse 15,256 6 3 2 Goldman Sachs 22,128 12 7 3 JPMorgan 14,339 17 4 3 Bank of America Merrill Lynch 12,050 8 12 4 Citigroup 13,723 6 6 4 Barclays 6,147 7 4 5 Bank of America Merrill Lynch 12,050 8 12 5 Houlihan Lokey 304 7 3 6 Morgan Stanley 9,190 6 15 6 Credit Suisse 15,256 6 9 7 Evercore Partners 6,349 1 11 7 Citigroup 13,723 6 6 8 Barclays 6,147 7 2 8 Morgan Stanley 9,190 6 8 9 UBS Investment Bank 5,836 6 7 9 UBS Investment Bank 5,836 6 - 10= Blackstone Group 5,806 1 24 10 Lazard 3,361 6 5 10= Deutsche Bank 5,806 1 1 11 Jefferies & Company 2,951 6 46 12 Perella Weinberg Partners 3,599 1 19 12 RBC Capital Markets 1,892 6 44 13 Lazard 3,361 6 10 13 Cain Brothers 98 6 10 14 Jefferies & Company 2,951 6 - 14 Covington Associates 71 5 - 15 Brown Brothers Harriman & Co 1,994 1 85 15 Moelis & Company 924 4 15 16 Rothschild 1,955 3 8 16 William Blair & Company 78 4 11 17 RBC Capital Markets 1,892 6 20 17 Rothschild 1,955 3 85 18 Moelis & Company 924 4 21 18 Piper Jaffray & Co 181 3 - 19 Centerview Partners 551 1 - 19 Ernst & Young 147 3 - 20 Record Point 545 1 - 20 Deloitte 81 3

The financial adviser league tables by value and volume have been run from 01/01/2012 to the 06/30/2012, excluding lapsed and withdrawn deals. The tables are based on advice to a North American bidder, target or vendor and are based on the following sectors: Biotechnology; Medical; and Pharmaceuticals.

Legal Advisors top 20 - ranked by Value top 20 - ranked by volume

H1 H1 Company Name Value Number H1 H1 Company Name Value Number 2011 2012 (M) USD of Deals 2011 2012 (M) USD of Deals

13 1 Skadden Arps Slate Meagher & Flom 29,636 15 4 1 Skadden Arps Slate Meagher & Flom 29,636 15 3 2 Shearman & Sterling 25,537 4 23 2 Baker & McKenzie 1,535 11 14 3 Latham & Watkins 16,841 10 1 3 Latham & Watkins 16,841 10 15 4 Gibson Dunn & Crutcher 14,000 4 3 4 Kirkland & Ellis 9,225 9 40 5 Davis Polk & Wardwell 13,750 7 5 5 Jones Day 4,339 9 1 6 Dewey & LeBoeuf 9,606 3 2 6 McDermott Will & Emery 104 9 17 7 Kirkland & Ellis 9,225 9 43 7 Davis Polk & Wardwell 13,750 7 28 8 Cleary Gottlieb Steen & Hamilton 8,495 6 45 8 Dechert 3,857 7 16 9 Fried Frank Harris Shriver & Jacobson 7,226 3 8 9 DLA Piper 3,585 7 2 10 Linklaters 6,697 4 19 10 Sullivan & Cromwell 3,267 7 51 11 Clifford Chance 6,639 3 35 11 Cleary Gottlieb Steen & Hamilton 8,495 6 58 12 Sidley Austin 6,284 4 25 12 Morrison & Foerster 5,357 6 - 13 Kinstellar 6,086 2 11 13 Ropes & Gray 2,525 6 47 14 Cooley 5,872 4 9 14 Weil Gotshal & Manges 750 6 144 15 Loyens & Loeff 5,806 1 16 15 Hogan Lovells 720 6 29 16 Morrison & Foerster 5,357 6 22 16 Morgan Lewis & Bockius 144 6 22 17 Covington & Burling 5,202 5 38 17 Covington & Burling 5,202 5 - 18= Munger Tolles & Olson 4,418 1 91 18 White & Case 2,731 5 - 18= Sheppard Mullin Richter & Hampton 4,418 1 12 19 Paul Hastings 1,197 5 75 20 Jones Day 4,339 9 36 20 Greenberg Traurig 444 5

The legal adviser league tables by value and volume have been run from 01/01/2012 to the 06/30/2012 and include lapsed and withdrawn deals. The tables are based on advice to a North American bidder, target or vendor and are based on the following sectors: Biotechnology; Medical; and Pharmaceuticals.

DEAL DRIVERS – NORTH AMERICA - LIFE SCIENCES & HEALTHCARE 38 canada

CANADA

Cautious optimism reigns for second half to be home to the majority of Canadian Regina, Saskatchewan-based Viterra by 2012 Canada M&A; deal volume likely to mega-deals, he added. Glencore, is set to continue significant hold steady or increase M&A, said Shea, adding that agribusiness In mining, a trend toward high-grade assets could be the fourth-place M&A Canadian Dealmakers in Canada express cautious with lower Capex and higher IRR’s, as opposed sector, behind energy, resources and optimism for M&A growth in H2 2012, with to large transformational deals, should financial services. predictions that deal volume is likely to hold continue, said an industry banker who serves steady or increase, experts said. the mining sector. M&A strategies will be Betsalel said that Canada’s banks and constrained by greater aversion to political insurance companies, including the larger In addition to the oft-active Canada mining risk, the banker added. ones, will likely be on the hunt for add- and energy sectors, financial services on acquisitions, including in wealth and agribusiness could hold sway in what An uptick in non-ferrous mining deals is management. The financial services sector should be a still cautious M&A market, the expected, said the banker. Capital raising and in Canada is in relatively good position to do experts agreed. Expert predications differed M&A in gold and precious metals, which are so, said Betsalel. A banking industry source somewhat on the level of short-term energy traditionally defensive investment vehicles, said that Canada’s banks may particularly M&A activity, due to uncertainty of what will garner highly significant deal activity to be interested in US-based acquisitions, could be volatile commodity prices, and the detriment of copper and molybdenum, due to relatively favorable prices, and cited on the continued level of technology deals, the banker explained. Increase in dissident Toronto Dominion, which could acquire in which could hinge on the availability of shareholder activity, which often serves as a the southern and eastern US, and Bank venture capital. proxy for unsolicited hostile bids, will continue of Montreal, seeking midwestern US to be a sector deal driver, the banker said. acquisitions. While there are somewhat differing thoughts on the volume of larger deals to come, Junior side transactions are increasingly According to the mergermarket Legal experts agreed that the CA$250m (US$248m) being structured in a more complex manner, Advisors Round-up for H1 2012, TMT is and lower range of deals is expected to see with more earn-ins and options to purchase the second-hottest sector in Canada after particularly healthy activity. The significant instead of direct transactions, the banker energy, mining and utilities. Betsalel slowness in IPOs in H1 2012 is not likely to said. Large first half 2012 Canada mining explained that significant venture funding for reverse in H2 2012, the experts said. deals included the CA$1.5bn (US$1.5bn) Canada technology companies comes from acquisition of Vancouver-based MineFinders, the US, and Canada’s southern neighbor is The desire for high quality assets amidst by Pan American Silver and the CA$503.9m expected to continue to be a large source of economic uncertainty and the relative (US$500m) acquisition by Xstrata of the Canada M&A technology deals. health of Canadian markets and its political British Columbia-based Sukunka hard stability could all be positive drivers for the coking coal deposits of Calgary-based by Ruth Hanna and Mark Eissman remainder of 2012, according to the experts. Talisman Energy.

“Canada has returned to a sort of new normal,” The energy sector will likely “continue to said Richard Betsalel, Director of Crosbie, outperform” the other sectors in Canada if a Toronto-based investment bank. “Things Asian GDP growth continues and Asia does seem to be settling into the approximately 250 not share the same market uncertainty, said transactions a quarter range, and that is where Shea. Betsalel expressed similar thoughts, our firm thinks the trend will continue,” said agreeing that relatively cash-rich Asian Betsalel, explaining that transaction levels are companies will continue to be interested in down from their peak earlier in the decade, but the quality and location of Canada energy up from the most recent downturn. assets. Declining oil prices could have a blunting effect on energy M&A in Canada, Patrick M. Shea, partner at Blakes, Cassels Betsalel cautioned. The energy sector saw & Graydon, said that strategics with resources significant first half 2012 activity, including an and cash instigated 13 out of the 14 mega- intra-Calgary deal in which Pembina Pipeline deals in Canada in H1 2012- a trend he said acquired Calgary-based Provident Energy for would likely persist in H2 2012. In contrast, CA$3.73bn (US$3.7bn). private equity buyers are limiting themselves to bolt-on and medium-sized deals, Shea Canada’s agribusiness sector, spurred by said. The resource-driven West will continue the CA$6.1bn (US$6.05bn) acquisition of

DEAL DRIVERS - CANADA 39

CANADA top 15 announced deals for year ending 30 june 2012

Announced Status Bidder Company Target Company Sector Vendor Company Deal Value Date (US$m)

20-Mar-12 P Glencore International plc Viterra Inc Agriculture 7,347 28-Jun-12 P Petroliam Nasional Berhad Progress Energy Resources Corp Energy, Mining, Oil and Gas 5,055

16-Jan-12 C Pembina Pipeline Corp Provident Energy Ltd Energy, Mining, Oil and Gas 3,681 16-Mar-12 P BCE Inc Astral Media Inc TMT 3,208 17-Feb-12 C Mitsubishi Corporation Encana Corporation (Cutbank Ridge Energy, Mining, Oil and Gas EnCana Corporation 2,909 Partnership) (40% Stake) 26-Apr-12 C Starlight Investments Ltd TransGlobe Apartment Real Estate Real Estate 1,984 Investment Trust 23-Mar-12 C Pengrowth Energy Corporation NAL Energy Energy, Mining, Oil and Gas 1,815 02-Apr-12 P Aluminum Corporation Of China SouthGobi Energy Resources Ltd Energy, Mining, Oil and Gas Ivanhoe Mines Ltd 1,567 Limited 20-Feb-12 C URS Corporation Flint Energy Services Ltd Energy, Mining, Oil and Gas 1,416 08-Mar-12 C Molycorp Inc Neo Material Technologies Inc Industrials, Chemicals & 1,215 Engineering 20-Mar-12 P Agrium Inc Viterra Inc's Agri-Products Business Consumer Viterra Inc 1,160 (Majority Stake) 23-Jan-12 C Pan American Silver Corp Minefinders Corp Energy, Mining, Oil and Gas 1,126 02-Jun-12 P Providence Equity Partners LLC; Q9 Networks Inc Business Services ABRY Partners LLC 1,068 Madison Dearborn Partners LLC; Ontario Teachers' Pension Plan; and BCE Inc 02-Feb-12 C PetroChina Company Limited Royal Dutch Shell PLC (Groundbirch as- Energy, Mining, Oil and Gas Royal Dutch Shell Plc 1,000 sets) (20% Stake) 30-Jan-12 C McKesson Corporation Drug Trading Company Limited; and Consumer Katz Group Canada Limited 919 Medicine Shoppe Canada Inc

C= Completed; P= Pending; L= Lapsed

MIX OF DEALS BY INDUSTRY SECTOR

Industrials, Chemicals & Engineering Value volume Financial Services Business Services Consumer 0.9% 5.6% 3.2% 2.7% 15.6% Energy, Mining, Oil & Gas 4.6% 5.0% 18.7% 2.4% 1.4% TMT 4.3% 1.8%

Leisure 6.1% 11.0% 0.5% Transportation 6.8% 2.3%

Life Sciences & Healthcare 0.1%

Construction 9.1% 10.5% Real Estate

Agriculture 26.9% 49.3% 11.0% Defense

DEAL DRIVERS - CANADA 40

CANADA m&A split by deal size

Value volume

200 600

68 500 43 36 37 150 31 31 34 66 38 23 45 23 400 66 24 50 59 20 162.3 38 100 300 161 167 130 128 122 134 108.2 Volume 25 14 200 50 72.1 74 78 68 17 Value (US$m) Value 52.5 113 50 54.0 52.6 61 46 42.0 18 100 179 12.8 147 159 11.2 7.9 13.8 8.4 145 120 99 10.6 6.8 112 6.7 7.5 6.0 8.5 10.3 5.3 2.8 7.2 7.4 5.6 6.1 5.5 5.5 0 0 1.1 0.7 0.7 0.6 0.6 0.5 0.2 2006 2007 2008 2009 2010 2011 H1 2012 2006 2007 2008 2009 2010 2011 H1 2012

>$501m $15m - $100m >$501m $15m - $100m $251m - $500m $5m - $14m $251m - $500m $5m - $14m $101m - $250m $101m - $250m Value not disclosed

Quarterly m&a activity

value volume

80,000 150

70,000 120 60,000

50,000 90

40,000 Volume 60 Value (US$m) Value 30,000

20,000 30 10,000

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 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 Quarter Ended Quarter Ended Moving average trend line

Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant location of the target is in Canada. Industry sector is based on dominant industry of target.

DEAL DRIVERS – CANADA 41

CANADA Financial advisors top 20 - ranked by value top 20 - ranked by volume

H1 H1 Company Name Value Number H1 H1 Company Name Value Number 2011 2012 (M) USD of Deals 2011 2012 (M) USD of Deals

2 1 RBC Capital Markets 27,027 30 2 1 RBC Capital Markets 27,027 30 7 2 Bank of America Merrill Lynch 23,498 10 1 2 BMO Capital Markets 16,378 17 3 3 TD Securities 17,915 12 4 3 TD Securities 17,915 12 11 4 Scotia Capital 17,402 11 9 4 GMP Securities 4,003 12 1 5 BMO Capital Markets 16,378 17 12 5 Scotia Capital 17,402 11 10 6 National Bank Financial 11,383 11 3 6 National Bank Financial 11,383 11 23 7 Rothschild 9,261 8 10 7 Canaccord Genuity 8,760 11 15 8 Canaccord Genuity 8,760 11 6 8 Bank of America Merrill Lynch 23,498 10 6 9 Goldman Sachs 8,387 6 5 9 CIBC World Markets 8,164 9 19 10 Barclays 8,208 6 11 10 Macquarie Group 3,659 9 4 11 CIBC World Markets 8,164 9 22 11 Rothschild 9,261 8 5 12 Morgan Stanley 7,115 7 15 12 Morgan Stanley 7,115 7 16 13 Jefferies & Company 6,120 7 21 13 Jefferies & Company 6,120 7 35 14 Deutsche Bank 4,976 4 23 14 Credit Suisse 3,330 7 13 15 UBS Investment Bank 4,819 4 8 15 Goldman Sachs 8,387 6 9 16 GMP Securities 4,003 12 44 16 Barclays 8,208 6 25 17 HSBC 3,786 2 16 17 JPMorgan 3,008 6 - 18= ABG Sundal Collier 3,726 1 - 18 Lazard 1,925 6 - 18= Arctic Securities 3,726 1 - 19 Dundee Capital Markets 415 6 - 18= Mitsubishi UFJ Financial Group 3,726 1 33 20 Deutsche Bank 4,976 4

Legal advisors top 20 - ranked by Value top 20 - ranked by volume

H1 H1 Company Name Value Number H1 H1 Company Name Value Number 2011 2012 (M) USD of Deals 2011 2012 (M) USD of Deals

13 1 Stikeman Elliott 21,052 41 2 1 Blake, Cassels & Graydon 19,071 45 2 2 Blake, Cassels & Graydon 19,071 45 1 2 Stikeman Elliott 21,052 41 8 3 McCarthy Tetrault 18,058 26 6 3 Gowling Lafleur Henderson 3,783 35 45 4 Bennett Jones 16,582 11 3 4 McCarthy Tetrault 18,058 26 6 5 Norton Rose 14,351 21 7 5 Fasken Martineau Dumoulin 12,765 24 31 6 Fasken Martineau Dumoulin 12,765 24 4 6 Osler, Hoskin & Harcourt 9,078 24 30 7 Burnet Duckworth & Palmer 11,995 13 9 7 Norton Rose 14,351 21 16 8 King & Wood Mallesons 10,650 4 8 8 Burnet Duckworth & Palmer 11,995 13 3 9 Torys 9,813 11 16 9 Fraser Milner Casgrain 1,668 13 61 10 Sidley Austin 9,432 5 11 10 Bennett Jones 16,582 11 17 11 Linklaters 9,332 7 10 11 Torys 9,813 11 1 12 Osler, Hoskin & Harcourt 9,078 24 5 12 Davies Ward Phillips & Vineberg 7,841 11 34 13 Ashurst 8,783 4 21 13 Skadden Arps Slate Meagher & Flom 2,681 11 7 14 Sullivan & Cromwell 8,761 7 12 14 Borden Ladner Gervais 2,551 9 5 15 Davies Ward Phillips & Vineberg 7,841 11 23 15 Weil Gotshal & Manges 1,844 9 - 16 Curtis, Mallet-Prevost, Colt & Mosle 7,347 1 17 16 Cassels Brock & Blackwell 3,479 8 32 17 Paul Weiss Rifkind Wharton & Garrison 6,075 6 35 17 Linklaters 9,332 7 111 18 Dorsey & Whitney 4,869 4 25 18 Sullivan & Cromwell 8,761 7 9 19 Goodmans 4,809 7 13 19 Goodmans 4,809 7 - 20 Allens 4,569 3 58 20 Paul Weiss Rifkind Wharton & Garrison 6,075 6

The legal adviser league tables by value and volume have been run from 01/01/2012 to the 06/30/2012, including lapsed and withdrawn deals. The tables are based on advice to a Canadian bidder, target or vendor.

DEAL DRIVERS - CANADA 42 WEST

West

Mobile, cloud and healthcare reform to In semiconductors, Microchip Technologies contracted almost tenfold over the past year drive West Coast dealmaking announced in May it would buy Standard to US$1.3bn, said the executive. Microsystems for US$939m in equity, and that The technology and healthcare sectors deal could spawn some divestitures, according Much uncertainty also surrounds the US likely will dominate dealmaking activity in to an analyst. Standard Microsystems’ USB wind industry because its main government the western states of California, Oregon, business likely will be divested because it does subsidies, known as production tax credits, Washington, Nevada and Utah. The Supreme not fit with Microchip’s focus on aerospace are set to expire at the end of this year and Court’s decision to uphold the bulk of and defense applications, said the analyst. Congress has dragged its heels on extending President Obama’s healthcare reform will Smaller companies, such as Silicon Graphics, those tax breaks, noted an industry dictate deals, while the hunger for mobile, which have market caps of less than US$1bn, consultant. social and cloud-based technologies will drive are struggling to find the acquisitions they technology dealmaking. want to remain competitive and question In healthcare, many companies began to marks remain over how they will differentiate prepare for President Obama’s healthcare Microsoft’s eye-catching US$1.2bn purchase themselves, lamented a company source. reform plan to be implemented in 2014. of Yammer, a social network for business, Industry sources expect more dealmaking illustrates how social software within the Facebook’s IPO could also lead to successful spurred by healthcare reform, particularly enterprise and cloud-based computing exits for companies that ride on its coattails, as hospitals prepare to serve more patients services for business customers drives such as Lithium Technologies, which and as insurers look to diversify into different major technology deals in the West. helps companies build brands online, and business lines. Rocket Fuel, an online advertising company. What’s more, it shows that the software giant Although Lithium’s CEO Rob Tarkoff is coy on by Mark Andress wants to have many features integrated into its exit timing, VCs see Lithium as a classic IPO upcoming Windows 8 operating system and its candidate. Rocket Fuel’s CEO George John new Surface tablet device, which is designed wants to hire underwriters in Q3 2012 for an to compete against Apple’s iPad. That is likely IPO in late 2012 or early 2013. to drive several more deals going forward, according to a banker. Companies such as In cleantech, the signs are not good. April was Box, DropBox or SugarSync, which all have the cruelest month, when three cleantech cloud-based file management systems, could companies – California’s Brightsource Energy, find now is the best time to sell, given that Colorado’s Luca Technologies and Canada’s the alternative would be a tough battle in the Enerkem -- pulled IPOs citing poor market long run with Microsoft and Google, which are conditions, amid skepticism from would-be developing their own cloud-based file storage investors. Several others, such as California’s offerings: SkyDrive and Google Drive. “I’m Silver Spring Networks, have sat on S-1 filings sure these guys are thinking, ‘we have to be for a year or more, and there are few signs of acquired now. If not, we go it alone and it will them making it out. be tough’,” said the banker. In solar, the bloodbath continues, noted one The runaway success of the iPad and the California-based solar executive. Colorado’s breathtaking adoption of smartphones Abound Solar in June became the latest worldwide has driven acquisitions in mobile of several high-profile bankruptcies in the technology, with Facebook at the forefront. last year. A global glut in manufacturing The social network’s US$1bn splurge on has led to solar panel prices plummeting Instagram, a photo app for mobile phones, by half in the past year and many solar was symptomatic of that trend. The hunger manufacturers in the US have gone out for mobile is only strengthening, with of business as they struggle to bring executives pointing to the 700m smartphones down production costs to remain viable. currently in use around the world, and to the Many more are expected to merge or 1m new Android phones that are activated shutter operations amid an industry daily. Hoping to ride that wave are mobile shakeout. Arizona’s First Solar, the largest gaming companies such as Glu Mobile, publicly listed thin-film company, is also whose CEO recently lamented his company’s a likely target for conglomerates such as depressed valuation on the public markets. General Electric, given its market cap has

DEAL DRIVERS – WEST 43 west top 15 announced deals for year ending 30 june 2012

Announced Status Bidder Company Target Company Sector Vendor Company Deal Value Date (US$m)

23-Jan-12 C Lehman Brothers Holdings Inc Archstone-Smith Trust (26.5% Stake) Real Estate Bank of America Corporation; and 11,825 Barclays Plc 25-Jan-12 L Roche Holding Ltd Illumina Inc Life Sciences & Healthcare 6,846 29-Jun-12 P Bristol-Myers Squibb Company Amylin Pharmaceuticals Inc Life Sciences & Healthcare 6,349 20-May-12 P DaVita Inc HealthCare Partners LLC Life Sciences & Healthcare 4,418 22-May-12 P SAP AG Ariba Inc TMT 4,311 30-Apr-12 C Hologic Inc Gen-Probe Incorporated Life Sciences & Healthcare 3,599 23-Jan-12 C Apache Corporation Cordillera Energy Partners III LLC Energy, Mining, Oil and Gas EnCap Investments LLC 3,100 27-Mar-12 C Guggenheim Baseball Manage- Los Angeles Dodgers Leisure Frank McCourt (Private Investor) 2,000 ment LLC 09-Feb-12 C Oracle Corporation Taleo Corporation TMT 1,810 07-Jun-12 C TPG Capital LP; and Leonard Green Savers Inc Consumer Freeman Spogli & Co 1,600 & Partners LP 25-May-12 L Equity Residential Archstone-Smith Trust (26.5% Stake) Real Estate Bank of America Corporation; and 1,580 Barclays Plc 25-May-12 P Lehman Brothers Holdings Inc Archstone-Smith Trust (26.5% Stake) Real Estate Bank of America Corporation; and 1,580 Barclays Plc 12-Mar-12 P UnionBanCal Corporation Pacific Capital Bancorp Financial Services 1,515 09-Mar-12 L Insight Venture Partners Quest Software Inc (66% Stake) TMT 1,409 25-Jun-12 C Microsoft Corporation Yammer Inc TMT 1,200

C= Completed; P= Pending; L= Lapsed

MIX OF DEALS BY INDUSTRY SECTOR

Industrials, Chemicals & Engineering Value volume Financial Services

Business Services 1.6% 0.2% 1.1% Consumer 0.2% 0.7% 2.8% 2.7% 3.1% 11.8% Energy, Mining, Oil & Gas 18.7% 12.7% 7.1% TMT 0.2% 4.8%

Leisure 3.6%

Transportation 11.3% 9.5% Life Sciences & Healthcare Construction 25.1% 10.0% Real Estate Agriculture 37.0% 24.0% 6.6% Defense 4.8%

DEAL DRIVERS – WEST 44

west m&A split by deal size

Value volume

350 1,200 78 82 64 69 68 300 1,000 102 105 55 44 31 53 36 37 48 34 46 31 85 38 80 250 23 23 33 70 800 66 24 50 59 351 343 26 20 209 239 251 49 200 268.8 38 130 128 122 600 197.5 179 103 90 150 160 164 118 30

Volume 20 25 108 400 42 Value (US$m) Value 100 101.2 101.9 497 99 97.3 130.9 500 40 420 457 200 430 373 50 23.4 24.6 58.4 7.2 7.9 16.8 17.4 10.4 17.0 17.3 7.2 209 12.9 8.9 7.2 11.3 9.3 12.9 10.2 4.4 15.3 14.8 10.8 0 0 1.5 1.5 1.1 1.0 1.0 0.8 0.4 2006 2007 2008 2009 2010 2011 H1 2012 2006 2007 2008 2009 2010 2011 H1 2012

>$501m $15m - $100m >$501m $15m - $100m $251m - $500m $5m - $14m $251m - $500m $5m - $14m $101m - $250m $101m - $250m Value not disclosed

Quarterly m&a activity

value volume

150,000 350

300 120,000

250

90,000 200

Volume 150 60,000 Value (US$m) Value

100

30,000 50

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 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 Quarter Ended Quarter Ended Moving average trend line

Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant location of the target is in West. Industry sector is based on dominant industry of target.

DEAL DRIVERS – WEST 45 west Financial advisors top 20 - ranked by value top 20 - ranked by volume

H1 H1 Company Name Value Number H1 H1 Company Name Value Number 2011 2012 (M) USD of Deals 2011 2012 (M) USD of Deals

1 1 Goldman Sachs 36,455 26 2 1 Morgan Stanley 31,576 29 6 2 Bank of America Merrill Lynch 32,534 20 1 2 Goldman Sachs 36,455 26 2 3 Morgan Stanley 31,576 29 5 3 JPMorgan 26,684 23 9 4 Barclays 27,110 20 4 4 Bank of America Merrill Lynch 32,534 20 3 5 JPMorgan 26,684 23 20 5 Barclays 27,110 20 5 6 Deutsche Bank 24,169 15 15 6 Moelis & Company 8,424 18 7 7 Credit Suisse 24,092 15 8 7 Houlihan Lokey 1,388 18 - 8 Gleacher & Company 13,405 2 3 8 Jefferies & Company 6,722 17 15 9 Citigroup 10,937 7 11 9 Lazard 2,549 17 10 10 UBS Investment Bank 10,064 10 6 10 Deutsche Bank 24,169 15 17 11 Evercore Partners 8,462 13 7 11 Credit Suisse 24,092 15 14 12 Moelis & Company 8,424 18 10 12 RBC Capital Markets 3,213 15 28 13 Blackstone Group 7,988 6 16 13 Evercore Partners 8,462 13 19 14 Allen & Company 7,200 2 34 14 Robert W. Baird & Co 1,888 11 34 15 HSBC 7,100 2 9 15 UBS Investment Bank 10,064 10 13 16 Jefferies & Company 6,722 17 19 16 Stifel, Nicolaus & Company 986 10 12 17 Centerview Partners 6,258 5 30 17 Deloitte 396 10 8 18 Qatalyst Group 5,181 6 24 18 GCA Savvian Group 1,464 9 40 19 Tudor, Pickering, Holt & Co 4,428 3 28 19 Wells Fargo Securities 3,661 8 33 20 Wells Fargo Securities 3,661 8 23 20 Raymond James & Associates 567 8

The financial adviser league tables by value and volume have been run from 01/01/2012 to the 06/30/2012, excluding lapsed and withdrawn deals. The tables are based on advice to a US (West) bidder, target or vendor. States: Alaska, Arizona, California, Colorado, Hawaii, Idaho, Montana, Nevada, New Mexico, Oregon, Utah, Washington, Wyoming

Legal advisors top 20 - ranked by Value top 20 - ranked by volume

H1 H1 Company Name Value Number H1 H1 Company Name Value Number 2011 2012 (M) USD of Deals 2011 2012 (M) USD of Deals

11 1 Skadden Arps Slate Meagher & Flom 45,633 31 1 1 Latham & Watkins 26,035 47 4 2 Shearman & Sterling 30,830 17 4 2 Kirkland & Ellis 23,278 41 30 3 Weil Gotshal & Manges 27,671 15 2 3 Wilson Sonsini Goodrich & Rosati 7,114 38 8 4 Latham & Watkins 26,035 47 9 4 Skadden Arps Slate Meagher & Flom 45,633 31 21 5 Kirkland & Ellis 23,278 41 5 5 Jones Day 13,531 30 2 6 Simpson Thacher & Bartlett 20,273 11 10 6 Morrison & Foerster 10,584 29 9 7 Davis Polk & Wardwell 20,264 20 6 7 Fenwick & West 15,451 28 17 8 Gibson Dunn & Crutcher 19,842 20 3 8 DLA Piper 2,969 28 5 9 Cleary Gottlieb Steen & Hamilton 18,843 15 21 9 Davis Polk & Wardwell 20,264 20 3 10 Sullivan & Cromwell 16,740 19 7 10 Gibson Dunn & Crutcher 19,842 20 43 11 Kaye Scholer 15,860 5 12 11 Sullivan & Cromwell 16,740 19 37 12 Fenwick & West 15,451 28 26 12 Paul Hastings 2,702 19 82 13 Orrick Herrington & Sutcliffe 14,556 10 16 13 Shearman & Sterling 30,830 17 16 14 Dewey & LeBoeuf 13,932 9 28 14 Morgan Lewis & Bockius 1,638 17 12 15 Jones Day 13,531 30 18 15 Weil Gotshal & Manges 27,671 15 35 16 White & Case 11,664 13 24 16 Cleary Gottlieb Steen & Hamilton 18,843 15 91 17 Munger Tolles & Olson 11,531 3 13 17 Greenberg Traurig 541 15 31 18 Freshfields Bruckhaus Deringer 10,633 3 70 18 White & Case 11,664 13 22 19 Morrison & Foerster 10,584 29 14 19 O'Melveny & Myers 8,854 13 1 20 Wachtell, Lipton, Rosen & Katz 10,039 4 22 20 Hogan Lovells 8,451 13

The legal adviser league tables by value and volume have been run from 01/01/2012 to the 06/30/2012, including lapsed and withdrawn deals. The tables are based on advice to a West Coast bidder, target or vendor. States: Alaska, Arizona, California, Colorado, Hawaii, Idaho, Montana, Nevada, New Mexico, Oregon, Utah, Washington, Wyoming

DEAL DRIVERS – WEST 46 midwest

midWest

Food and industrial deals expected to lift will not be “forced divestitures” but rather adjacent acquisition that could become more Midwest US M&A in second half more in the vein of businesses selling non-core prevalent, particularly in sectors such as units to focus “on what they do best.” consumer foods. Large corporate cash stockpiles and organic growth challenges in a still weak economy Cash-rich Asian and South American The automotive segment, which had been a should slowly raise M&A volume in the companies might play an active role in both laggard, is seeing more M&A activity, said Midwest US for the rest of the year after a incoming and outgoing Midwest US deals. Schweller. First-half 2012 automotive sector slower than expected first half, experts said. “Stable companies which you perhaps deals involving Midwest US companies associate with a Midwest heritage,” might included the US$360m acquisition of New A cautious approach will remain prevalent, take a hard look outside their traditional Lisbon, Wisconsin-based Walker Group dominated by smaller deals, said the experts, regions for growth, Frame explained. That Holdings by Lafayette, Indiana-based with corporations completing deals of up to those geographies are not undergoing Wabash National, the US$92m sale by Van US$1bn and private equity seeing significant significant political upheaval and that they Buren Township, Michigan-based Visteon of activity in the sub-US$250m range because are “growth areas,” are factors that likely its automotive lighting division to India-based they can get such deals “banked.” will significantly contribute to such activity, Varroc Group, and the US$97.5m acquisition Frame added. “Never in my career can I of Southfield, Michigan-based Fluid Routing Food as well as manufacturing and other remember a time when the geography where Solutions by Cleveland, Ohio-based Park- industrial segments could be leaders for an asset sits plays such a prominent role,” Ohio Industries. the remainder of 2012 in the Midwest, while Frame observed. technology and life sciences deals--expected “Anything to do” with production of or service growth drivers in other regions--may not play Examples of iconic Midwest US companies to the shale gas markets will be “huge,” as significant a role, according to the experts. that could look further to foreign markets for including chemical plants, because the cost acquisitions, said an industry source, could be and affordability of shale gas “has changed a There are healthy M&A pockets, though, Glenview, Illinois-based Illinois Tool Works, an lot of dynamics in people’s minds,” Schweller in technology, health care, and digital, active acquirer which could continue to find said, predicting more activity in those areas. and angel investors are still exiting the US M&A market challenging; Northfield, their companies or positions, said Craig Illinois-bases Kraft Foods, as it seeks growth by Mark Eissman Miller, CEO of the Chicago chapter of the markets for its consumer products; and Association for Corporate Growth, an Chicago, Illinois-based Northern Trust, which M&A organization. As to food, the organic could look to M&A to gain diversification and and healthy food sub-segment has grown expand its clientele. particularly well in the more challenging economy and this is another expected M&A Frame, and colleague Daniel T. Schweller, growth “pocket,” Miller added. Global Manufacturing M&A Leader for Deloitte & Touche, said they see somewhat Tax or potential taxation changes, as well of a shift in corporate thinking away from as the upcoming US elections, might be a a cost-cutting mentality to one of growth. second half deal driver, “but not the tidal “I see buyers looking to buy growth, being wave or Tsunami some predicted,” said Will selective and strategic in how they achieve Frame, who leads the Paper, Plastics and that, which means mid-size transactions Packaging practice at Deloitte Corporate rather than mega-deals, he said. “We also Finance. This is because in order for those have a private equity community that in its factors to be a big catalyst, companies own way is also cash rich and hungry for would need to already be in the market. If acquisitions,” Schweller added. companies have succession issues, potential tax implications or the presidential election Companies in the Midwest are seeking could push them to market this year, though M&A in adjacent product segments to boost “people build these companies over a growth, Schweller said. A second industry lifetime,” so the impact should be relatively source pointed to Omaha, Nebraska-based modest, Miller agreed. ConAgra’s April acquisition of the second largest US producer of frozen breakfast Frame predicted there will be mid-market sandwiches, Madison, Tennessee based divestitures, but unlike in the recent past, these Odom’s Tennessee Pride, as a type of

DEAL DRIVERS – MIDWEST 47 midwest top 15 announced deals for year ending 30 june 2012

Announced Status Bidder Company Target Company Sector Vendor Company Deal Value Date (US$m)

29-May-12 P Marubeni Corporation Gavilon LLC Business Services General Atlantic LLC; Soros Fund 5,300 Management LLC; and Ospraie Management, LLC 28-Mar-12 P Tyco Flow Control Pentair Inc Industrials, Chemicals & 5,230 Engineering 27-Jan-12 C Eastman Chemical Company Solutia Inc Industrials, Chemicals & 4,600 Engineering 15-Feb-12 C Kellogg Company Procter & Gamble Company (Pringles Consumer Procter & Gamble Company 3,545 snack business) 17-Feb-12 P Advent International Corporation; TransUnion Corp Business Services Madison Dearborn Partners LLC; 3,178 and GS Capital Partners and Pritzker family 20-May-12 P Dalian Wanda Group Corporation Ltd AMC Entertainment Inc Leisure Marquee Holdings 2,600 29-Jun-12 P Constellation Brands Inc Crown Imports LLC (50% Stake) Consumer Anheuser-Busch InBev NV 1,850 26-Apr-12 C Suburban Propane Partners LP Inergy Propane LLC Consumer Inergy LP 1,800 01-May-12 P Blum Capital Partners LP; and Collective Brands Inc Consumer 1,748 Golden Gate Capital 16-May-12 P Boyd Gaming Corporation Peninsula Gaming LLC Leisure 1,450 27-Feb-12 C LINN Energy LLC BP America Production Company (Hugo- Energy, Mining, Oil and Gas BP America Production Company 1,200 ton Basin properties) 27-Feb-12 P Motorola Solutions Inc Motorola Solutions Inc (7.53% Stake) TMT Carl Icahn (Private Investor) 1,167 24-Jan-12 C Robert Bosch GmbH SPX Service Solutions Industrials, Chemicals & SPX Corporation 1,150 Engineering 02-Feb-12 P AltaGas Ltd SEMCO Holding Corporation Energy, Mining, Oil and Gas Continental Energy Systems LLC 1,135 24-Apr-12 C CVC Capital Partners Limited AlixPartners LLC Business Services Hellman & Friedman LLC 1,000

C= Completed; P= Pending; L= Lapsed

MIX OF DEALS BY INDUSTRY SECTOR

Industrials, Chemicals & Engineering Value volume Financial Services Business Services 1.0% 0.5% 1.7% 0.7% Consumer 1.3% 4.2% 3.1% 2.4% Energy, Mining, Oil & Gas 6.8% 27.3% TMT 10.3% 2.7% 29.9% Leisure 4.4%

Transportation 7.8%

Life Sciences & Healthcare 11.9% 0.8% Construction 7.7% Real Estate 5.1% 8.2%

Agriculture 21.0% 16.7% 9.9% Defense 14.6%

DEAL DRIVERS – MIDWEST 48

midwest m&A split by deal size

Value volume

350 1,000 84 69 39 300 52 800 63 82 25 250 239 31 52 44 34 48 600 234 47 29 200 22 59 156 9 112 109 264.3 29 118 112 57 150 63 86 400 59 188.9 Volume 46 25 10 Value (US$m) Value 100 146.1 17 424 399 49 101.0 119.3 200 374 384 314 96.8 345 25 50 3.4 3.4 17.9 14.3 9.7 7.5 45.5 3.0 168 9.7 10.9 4.8 7.8 13.1 7.4 11.9 4.6 10.6 5.2 2.5 11.1 3.9 9.7 0 0 1.0 1.0 0.6 0.4 0.6 0.5 0.2 2006 2007 2008 2009 2010 2011 H1 2012 2006 2007 2008 2009 2010 2011 H1 2012

>$501m $15m - $100m >$501m $15m - $100m $251m - $500m $5m - $14m $251m - $500m $5m - $14m $101m - $250m $101m - $250m Value not disclosed

Quarterly m&a activity

value volume

120,000 300

100,000 250

80,000 200

60,000 150 Volume Value (US$m) Value 40,000 100

20,000 50

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 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 Quarter Ended Quarter Ended Moving average trend line

Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant location of the target is in Midwest. Industry sector is based on dominant industry of target.

DEAL DRIVERS – MIDWEST 49 midwest Financial advisors top 20 - ranked by value top 20 - ranked by volume

H1 H1 Company Name Value Number H1 H1 Company Name Value Number 2011 2012 (M) USD of Deals 2011 2012 (M) USD of Deals

5 1 Goldman Sachs 41,181 24 6 1 Goldman Sachs 41,181 24 10 2 Citigroup 28,244 13 5 2 Lazard 21,532 19 2 3 Morgan Stanley 25,463 16 2 3 JPMorgan 18,360 17 3 4 Lazard 21,532 19 4 4 Morgan Stanley 25,463 16 1 5 JPMorgan 18,360 17 13 5 Lincoln International 546 15 47 6 Deutsche Bank 18,300 8 14 6 Barclays 16,361 14 9 7 Barclays 16,361 14 10 7 Robert W. Baird & Co 2,091 14 7 8 Bank of America Merrill Lynch 13,186 13 7 8 Citigroup 28,244 13 4 9 Credit Suisse 12,465 13 1 9 Bank of America Merrill Lynch 13,186 13 8 10 Evercore Partners 8,551 10 11 10 Credit Suisse 12,465 13 31 11 Greenhill & Co 8,480 5 17 11 RBC Capital Markets 5,747 12 13 12 Centerview Partners 8,365 4 16 12 Evercore Partners 8,551 10 11 13 Perella Weinberg Partners 6,348 4 9 13 Jefferies & Company 1,701 10 16 14 Nomura Holdings 6,149 4 8 14 Houlihan Lokey 782 10 24 15 RBC Capital Markets 5,747 12 15 15 Harris Williams & Co 720 9 17 16 BMO Capital Markets 4,751 6 49 16 Deutsche Bank 18,300 8 37 17 Moelis & Company 4,615 6 23 17 Wells Fargo Securities 3,380 7 54 18 The Valence Group 4,600 2 31 18 BMO Capital Markets 4,751 6 117 19 Rabobank 4,001 2 20 19 Moelis & Company 4,615 6 42 20 Ernst & Young 3,945 3 61 20 M&A International 31 6

The financial adviser league tables by value and volume have been run from 01/01/2012 to the 06/30/2012, excluding lapsed and withdrawn deals. The table are based on advice to a US (Mid West) bidder, target or vendor. States: Illinois, Indiana, Iowa, Kansas, Michigan, Minnesota, Missouri, Nebraska, North Dakota, Ohio, South Dakota, Wisconsin

Legal advisors top 20 - ranked by Value top 20 - ranked by volume

H1 H1 Company Name Value Number H1 H1 Company Name Value Number 2011 2012 (M) USD of Deals 2011 2012 (M) USD of Deals

1 1 Simpson Thacher & Bartlett 35,105 14 2 1 Jones Day 19,000 43 13 2 Wachtell, Lipton, Rosen & Katz 22,779 6 1 2 Kirkland & Ellis 11,387 36 19 3 Cleary Gottlieb Steen & Hamilton 22,357 6 3 3 Latham & Watkins 9,730 21 3 4 Skadden Arps Slate Meagher & Flom 21,858 17 14 4 DLA Piper 860 21 27 5 Blake, Cassels & Graydon 19,018 12 6 5 Skadden Arps Slate Meagher & Flom 21,858 17 11 6 Jones Day 19,000 43 7 6 McDermott Will & Emery 5,570 16 9 7 Davis Polk & Wardwell 18,741 7 13 7 Mayer Brown 2,266 16 - 8 Kinstellar 12,220 2 16 8 Sullivan & Cromwell 10,479 15 149 9= A&L Goodbody 11,940 1 11 9 Weil Gotshal & Manges 8,474 15 150 9= Arthur Cox 11,940 1 5 10 Sidley Austin 6,054 15 - 9= Matheson Ormsby Prentice 11,940 1 10 11 Simpson Thacher & Bartlett 35,105 14 10 12 Kirkland & Ellis 11,387 36 52 12 Morgan Lewis & Bockius 1,166 14 12 13 Sullivan & Cromwell 10,479 15 34 13 Blake, Cassels & Graydon 19,018 12 2 14 Latham & Watkins 9,730 21 9 14 Paul Hastings 702 12 8 15 Fried Frank Harris Shriver & Jacobson 8,843 8 18 15 Baker & McKenzie 4,372 10 4 16 Weil Gotshal & Manges 8,474 15 47 16 Paul Weiss Rifkind Wharton & Garrison 4,278 10 26 17 Gibson Dunn & Crutcher 8,342 6 12 17 Bryan Cave 1,289 10 17 18 Allen & Overy 7,909 4 29 18 Ropes & Gray 1,282 9 7 19 Cravath Swaine & Moore 7,073 4 54 19 Fried Frank Harris Shriver & Jacobson 8,843 8 115 20 Clifford Chance 6,848 5 49 20 Freshfields Bruckhaus Deringer 6,103 8

The legal adviser league tables by value and volume have been run from 01/01/2012 to the 06/30/2012, including lapsed and withdrawn deals. The tables are based on advice to a Mid West bidder, target or vendor. States: Illinois, Indiana, Iowa, Kansas, Michigan, Minnesota, Missouri, Nebraska, North Dakota, Ohio, South Dakota, Wisconsin

DEAL DRIVERS – MIDWEST 50 SOUTH

South

Middle-market PE activity and financial “There are certainly, at a macro level, market The business services sector also continues technology among M&A bright spots for South uncertainties that might have hindered some to generate its perpetually strong level of deal activity, I think having to do with Europe interest in the deal community, Mock said. Despite global financial and economic more than anything else,” he said. “In spite concerns, dealmakers in the southern US of that, we find investors and acquirers “The Southeast, in particular, is awash in are seeing bright spots among select sectors are still very interested in the financial business services, especially if you include and middle market private companies that technology space.” Texas. There’s a larger concentration of are driving a steady flow of M&A activity. Fortune 500 companies than anywhere else A steady volume of companies are coming in the country, with the possible exception From the perspective of middle-market to market for sale, Hufford observed, driven of New York, and those companies are huge private equity investors, for example, “There’s partly by tax rate concerns. “The potential consumers of business services,” he said. a lot of capital in the market, both on the change in capital gains rates in 2013 is debt and equity side, which is good for deal causing a lot of entrepreneurs to consider The banking sector is one that remains flow and drives prices up,” said Larry Mock, selling their business in 2012,” he said. challenged and due for consolidation, and managing partner of Navigation Capital Companies that aim to complete a sale yet healthy forms of deal activity remain Partners, based in Atlanta. by the year-end generally have begun the elusive, especially in states such as Florida process already. and Georgia, said an industry lawyer who Private equity “mega-funds” might remain works with banks in the region. Those states hesitant to take on large leveraged buyouts Hufford and Mock agreed private equity and have been among the nation’s leaders in because of financial market concerns such strategic buyers are both showing active failed-bank transactions since 2008, as they as the European debt crisis, Mock noted a interest in acquisitions. Strategic buyers have were among the hardest hit in the real estate good volume of companies coming up for sale the challenge of trying to generate growth market collapse. in the middle market and lower middle market. in the midst of a slow-growth economic The sellers include both entrepreneur-owned environment, Mock noted. Community bank executives and directors and PE-backed businesses, and the deal have become steadily more open to the environment is competitive within a number Mock observed a handful of industry segments idea of selling or merging with like-sized of attractive sectors. where he expects ample deal activity, including peer institutions, after suffering through a digital media and specialty finance. Interest prolonged banking crisis and now facing “An attractive, US$20m EBITDA business is in the latter segment is motivated by a void in stiffer regulations, the lawyer said. Still, probably going to attract interest from 100 services left as traditional banks move out of many banks are delaying the pursuit of a possible buyers,” he said. certain consumer lending categories, such as transaction, as they hope for a rebound sub-prime auto lending, in response to tougher from severely depressed bank valuations. Financial technology and transaction scrutiny from banking regulators. At the processing represent a strong sector, same time, PE investors are looking for highly by Chris Marr in Atlanta particularly in the Atlanta area, which has scalable business platforms, and specialty become somewhat of a hub for the industry, finance businesses fit the model well, needing noted Steve Hufford, a Raymond James little more than a large capital injection to drive managing director who focuses on the sector. exponential growth.

DEAL DRIVERS – SOUTH 51

South top 15 announced deals for year ending 30 june 2012

Announced Status Bidder Company Target Company Sector Vendor Company Deal Value Date (US$m)

04-Apr-12 C ConocoPhillips Company (Share- Phillips 66 Energy, Mining, Oil and Gas ConocoPhillips Company 20,790 holders) 24-Feb-12 C Apollo Global Management, LLC; EP Energy Corporation Energy, Mining, Oil and Gas El Paso Corporation 7,150 Riverstone Holdings LLC; Access Industries; and Korea National Oil Corporation 18-Apr-12 C SXC Health Solutions Corp Catalyst Health Solutions Inc Life Sciences & Healthcare 4,292 30-Jan-12 C ABB Ltd Thomas & Betts Corporation Industrials, Chemicals & 3,770 Engineering 08-Jun-12 C Global Infrastructure Partners Chesapeake Midstream Partners LP Energy, Mining, Oil and Gas Chesapeake Energy Corporation 3,188 (46.1% Stake) 09-May-12 C GlaxoSmithKline Plc Human Genome Sciences Inc Life Sciences & Healthcare 2,934 19-Mar-12 C Williams Partners LP Caiman Eastern Midstream LLC Energy, Mining, Oil and Gas Caiman Energy LLC 2,500 03-Jan-12 C Sinopec International Petroleum Ex- Devon Energy Corporation (33.3% stake Energy, Mining, Oil and Gas Devon Energy Corporation 2,500 ploration and Production Corporation in five US oil and gas projects) 16-Feb-12 C Icahn Enterprises LP CVR Energy Inc Energy, Mining, Oil and Gas 2,293 07-Jan-12 C Bristol-Myers Squibb Company Inhibitex Inc Life Sciences & Healthcare 2,020 15-May-12 P Blackstone Group LP Cheniere Energy Partners LP (undis- Energy, Mining, Oil and Gas 1,500 closed economic interest) 26-Jun-12 P SBA Communications Corporation TowerCo LLC (3,252 towers) TMT TowerCo LLC 1,456 18-Apr-12 C WideOpenWest Holdings LLC Knology Inc TMT 1,411 29-Feb-12 C Transocean Ltd Transocean Pacific Drilling Inc (50% Energy, Mining, Oil and Gas Quantum Pacific Management 1,410 Stake) Limited 04-Apr-12 C Pershing Square Capital Manage- Burger King Worldwide Inc (28.7% Stake) Leisure 3G Capital Partners 1,400 ment LP

C= Completed; P= Pending; L= Lapsed

MIX OF DEALS BY INDUSTRY SECTOR

Industrials, Chemicals & Engineering Value volume Financial Services Business Services 0.7% 1.0% 0.4% Consumer 2.4% 6.0% 4.3% 11.2% 6.0% 17.8% Energy, Mining, Oil & Gas 9.5% 0.3% TMT 4.8% 3.1% 2.1% Leisure 2.1% 5.0% Transportation 7.7% 11.0% Life Sciences & Healthcare 12.8% Construction

Real Estate 12.8% Agriculture 15.1% Defense 55.6% 8.3%

DEAL DRIVERS – SOUTH 52

south m&A split by deal size

Value volume

600 1,800

500 1,500 125 140 82 80 150 147 52 52 400 1,200 61 34 48 52 101 99 47 79 56 74 458 422 48 108 103 441.4 112 300 428.9 900 281 37 238 77 235 161 171 Volume 126 172 89 103 200 600 38

Value (US$m) Value 282.0 108 38 202.7 48 89 29 141.7 159.4 590 620 604 593 582 100 300 453 12.8 12.5 30.3 27.8 79.0 19.5 12.2 19.9 25.8 7.5 275 24.1 24.3 12.9 6.9 10.9 10.5 4.6 20.3 18.5 13.8 17.6 17.4 0 0 2.0 1.5 1.2 0.8 0.8 1.0 0.3 2006 2007 2008 2009 2010 2011 H1 2012 2006 2007 2008 2009 2010 2011 H1 2012

>$501m $15m - $100m >$501m $15m - $100m $251m - $500m $5m - $14m $251m - $500m $5m - $14m $101m - $250m $101m - $250m Value not disclosed

Quarterly m&a activity

value volume

200,000 500

400 150,000

300

100,000 Volume 200 Value (US$m) Value

50,000 100

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 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 Quarter Ended Quarter Ended Moving average trend line

Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant location of the target is in South. Industry sector is based on dominant industry of target.

DEAL DRIVERS – SOUTH 53 south Financial advisors top 20 - ranked by value top 20 - ranked by volume

H1 H1 Company Name Value Number H1 H1 Company Name Value Number 2011 2012 (M) USD of Deals 2011 2012 (M) USD of Deals

5 1 JPMorgan 46,661 26 1 1 Goldman Sachs 36,319 32 6 2 Credit Suisse 46,290 19 4 2 Barclays 32,969 28 3 3 Goldman Sachs 36,319 32 7 3 JPMorgan 46,661 26 1 4 Barclays 32,969 28 14 4 Houlihan Lokey 1,412 26 8 5 Citigroup 29,999 17 11 5 RBC Capital Markets 13,368 23 9 6 Deutsche Bank 23,942 18 6 6 Credit Suisse 46,290 19 4 7 Bank of America Merrill Lynch 21,147 19 2 7 Bank of America Merrill Lynch 21,147 19 2 8 Morgan Stanley 15,052 13 10 8 Lazard 11,028 19 12 9 Jefferies & Company 13,971 18 13 9 Deutsche Bank 23,942 18 10 10 UBS Investment Bank 13,697 12 8 10 Jefferies & Company 13,971 18 20 11 RBC Capital Markets 13,368 23 9 11 Citigroup 29,999 17 21 12 Wells Fargo Securities 13,221 12 38 12 Harris Williams & Co 694 16 33 13 Tudor, Pickering, Holt & Co 11,828 7 19 13 Evercore Partners 9,796 15 7 14 Lazard 11,028 19 28 14 Moelis & Company 7,192 14 11 15 Evercore Partners 9,796 15 5 15 Morgan Stanley 15,052 13 17 16 Moelis & Company 7,192 14 3 16 UBS Investment Bank 13,697 12 13 17 Perella Weinberg Partners 6,554 3 20 17 Wells Fargo Securities 13,221 12 59 18 BMO Capital Markets 4,832 8 32 18 Stifel, Nicolaus & Company 1,210 11 70 19 The Valence Group 4,600 2 18 19 Sandler O'Neill & Partners 1,702 10 27 20 Nomura Holdings 3,926 1 26 20 Simmons & Company International 1,911 9

The financial adviser league tables by value and volume have been run from 01/01/2012 to the 06/30/2012, excluding lapsed and withdrawn deals. The tables are based on advice to a US (South) bidder, target or vendor. States: Alabama, Arkansas, Delaware, District of Columbia, Florida, Georgia, Kentucky, Louisiana, Maryland, Mississippi, North Carolina, Oklahoma, South Carolina, Tennessee, Texas, Virginia, West Virginia

Legal advisors top 20 - ranked by Value top 20 - ranked by volume

H1 H1 Company Name Value Number H1 H1 Company Name Value Number 2011 2012 (M) USD of Deals 2011 2012 (M) USD of Deals

60 1 Bracewell & Giuliani 37,348 21 2 1 Kirkland & Ellis 19,865 50 16 2 Vinson & Elkins 30,753 45 8 2 Vinson & Elkins 30,753 45 1 3 Sullivan & Cromwell 26,198 20 5 3 Jones Day 16,934 40 17 4 Kirkland & Ellis 19,865 50 3 4 DLA Piper 5,934 32 15 5 Jones Day 16,934 40 1 5 Latham & Watkins 15,808 29 3 6 Latham & Watkins 15,808 29 18 6 Baker Botts 7,639 24 26 7 Alston & Bird 15,328 16 10 7 Fulbright and Jaworski 4,999 24 9 8 Fried Frank Harris Shriver & Jacobson 14,704 10 39 8 Bracewell & Giuliani 37,348 21 2 9 Wachtell, Lipton, Rosen & Katz 13,385 9 6 9 Sullivan & Cromwell 26,198 20 13 10 Weil Gotshal & Manges 13,038 17 16 10 Morgan Lewis & Bockius 1,416 19 80 11 Paul Weiss Rifkind Wharton & Garrison 12,639 15 15 11 Greenberg Traurig 5,052 18 7 12 Skadden Arps Slate Meagher & Flom 11,554 17 35 12 Baker & McKenzie 1,231 18 40 13 Debevoise & Plimpton 10,323 10 11 13 Weil Gotshal & Manges 13,038 17 28 14 Locke, Lord, Bissell & Liddell 9,673 7 7 14 Skadden Arps Slate Meagher & Flom 11,554 17 19 15 Gibson Dunn & Crutcher 9,647 10 12 15 Hogan Lovells 6,816 17 32 16 Clifford Chance 8,830 6 20 16 McDermott Will & Emery 459 17 10 17 Dewey & LeBoeuf 8,751 10 23 17 Alston & Bird 15,328 16 25 18 Davis Polk & Wardwell 8,351 10 60 18 Paul Weiss Rifkind Wharton & Garrison 12,639 15 52 19 Willkie Farr & Gallagher 7,760 6 31 19 Andrews Kurth 5,115 13 8 20 Baker Botts 7,639 24 4 20 Simpson Thacher & Bartlett 4,797 13

The legal adviser league tables by value and volume have been run from 01/01/2012 to the 06/30/2012, including lapsed and withdrawn deals. The tables are based on advice to a West Coast bidder, target or vendor. States: Alabama, Arkansas, Delaware, District of Columbia, Florida, Georgia, Kentucky, Louisiana, Maryland, Mississippi, North Carolina, Oklahoma, South Carolina, Tennessee, Texas, Virginia, West Virginia

DEAL DRIVERS – SOUTH 54 mid-atlantic

mid-atlantic

Mid-Atlantic dealmakers expect slowdown in thus, many companies are shifting their preliminary and confirmatory due diligence M&A amidst budget and election uncertainties focus to capabilities that are most sought processes. after by strategic players, Kipps said. M&A activity in the Mid-Atlantic is expected to Although health IT M&A might be slow in slow over the next six months due to budget Private equity interest in deals has also the second half as buyers are hesitant to and election uncertainties, low commodity increased substantially as valuations have “shell out millions” amid macro economic prices, and concerns among small businesses come down, he said. Still, PE deals might uncertainties, there is no shortage of venture over additional tax increases, particularly in also slow by Q4, as firms wait to see how the capital funding or later stage growth equity defense and government services. election and budget/sequestration plays out, funding for technologies that will “chip away” he speculated. at the problem of rising health care costs, Technology and healthcare IT will continue said Chase Sanders, a Managing Director at to see deals, although healthcare IT deals Energy deal activity in the Mid-Atlantic might Signal Hill investment bank. might be smaller following a number of cool down some with lower commodity prices, recent large acquisitions. Mobile enterprise but deal activity will still be relatively robust. The Mid-Atlantic-based advisor said over the software will continue to be a hot area, both Given where natural gas prices are today, past several years there have been a lot of in the Mid-Atlantic and nationally. Private operational activity in the Marcellus has M&A deals in health IT, and therefore, many equity interest in the Mid-Atlantic remains slowed, but it is still considered the most of the larger, more mature companies in the high, as PE firms target areas of defense and economic natural gas play in North America, space have already been acquired. Moving government services that are typically not of said Manuj Nikhanj, Managing Director and forward, deals likely will be of smaller interest to strategic buyers. Head of Energy Research at ITG. Producers companies, he said. The top-tier companies and/or super majors will continue to have will still be able to fetch healthy valuations, Even with political uncertainty, companies in an appetite for additional acquisitions in with quality being at the forefront, he added. growth areas in defense and IT will continue order to secure a position in the low cost to attract interest. Strategic buyers will focus natural gas play, he said. However, it is The enterprise mobility space will be active on specialized, pure-play businesses in unlikely that the level of M&A activity will for M&A and there likely will be more deal areas that will not be as affected by potential be as active as 2010, which was a huge year flow in the second half of 2012, said an declines in government spending, said an for M&A in the Marcellus. industry analyst in the region. The next six investment banker in the region. The larger months will be most interesting for the prime contractors will look to acquire in Asked about deal flow in the Marcellus and mobile device management vendors, as high growth areas including health IT, cyber Utica, an investment banker focused on larger vendors try moving into the space, security, unmanned systems, intelligence upstream, said in the back half of the year, likely through acquisitions, he said. surveillance and reconnaissance, cloud there likely will be a lot of M&A transactions computing, mobile security, and big data of oil and gas properties, despite the low More consumer devices (e.g. IPads, IPhones, analytics, said Robert Kipps, managing commodity price environment. He said many Androids) are making their way into corporate director of KippsDeSanto, a Washington- smaller companies will be looking to sell for environments and there are dozens of third DC based investment bank specializing in fear of increased capital gains taxes. Asked party software companies solving problems government services, aerospace, defense, about larger company transactions, he said it associated with compliance, manageability, cyber, intelligence and technology. likely will be small deals as the majors do not security of these devices, and making them have the same timeline, structural, or financial attractive targets. It is likely that there will While deals will be struck in the second half issues as smaller players in the region. be consolidation of functionality, with the of 2012, buyers are putting a “laser focus” strongest mobile device management vendors on potential targets and they are mostly In technology and IT, a second industry making some technology focused acquisition looking to buy the “14,000 foot peaks,” Kipps banker specializing in the space said of their own. said. Deals in the second half might also 2012 has been slow, but there might be a take longer to complete as buyers are taking pick-up in deal activity in the second half by Benjamin Koconis an increased amount of time conducting due in technology as there are plenty of sellers diligence, he said. in the Mid-Atlantic. This is largely due to the fact that owners are anticipating tax Despite buyer selectiveness, there could increases in the wake of health care reform. even be an uptick in deal activity, as there He also pointed out that while a number of are plenty of willing sellers. Only about 10% strategic buyers are “fishing around” for to 20% of businesses in the top sectors are acquisitions in technology, they are typically really coveted by potential acquirers, and cautious buyers engaged in comprehensive

DEAL DRIVERS – MID-ATLANTIC 55 mid-atlantic top 15 announced deals for year ending 30 june 2012

Announced Status Bidder Company Target Company Sector Vendor Company Deal Value Date (US$m)

23-Apr-12 P Nestle SA Pfizer Nutrition Consumer Pfizer Inc 11,850 30-Apr-12 P Energy Transfer Partners LP Sunoco Inc Energy, Mining, Oil and Gas 6,959 05-Jun-12 C Thomas H Lee Partners LP Party City Holding Inc Consumer Berkshire Partners LLC; Advent 2,690 International Corporation; and Weston Presidio Capital 19-Mar-12 C Zayo Group LLC Abovenet Inc TMT 2,142 06-May-12 C American International Group Inc American International Group Inc (3.66% Financial Services US Department of the Treasury 2,000 Stake) 02-May-12 C Sandoz AG Fougera Pharmaceuticals Inc Life Sciences & Healthcare Nordic Capital; DLJ Merchant 1,525 Banking Partners; and Avista Capital Partners LP 21-Feb-12 P Fortis Inc CH Energy Group Inc (Holding Co) Energy, Mining, Oil and Gas 1,469 23-Apr-12 C Veritas Capital Thomson Reuters Corporation (Health- Business Services Thomson Reuters Corporation 1,250 care business) 30-Jan-12 L The Gores Group LLC Pep Boys - Manny, Moe & Jack Consumer 1,005 22-May-12 P BlackRock Inc BlackRock Inc (4.56% Stake) Financial Services Barclays Plc 1,000 22-May-12 C Parmalat SpA Lactalis American Group Inc Consumer Groupe LACTALIS 904 17-Apr-12 C Toshiba TEC Corporation IBM (POS system business) TMT IBM Corporation 850 02-May-12 C Ascena Retail Group Inc Charming Shoppes Inc Consumer 827 11-Apr-12 C Takeda Pharmaceutical Company Ltd URL Pharma Inc Life Sciences & Healthcare Elliott Associates LP; and Momar 800 Corporation 28-Mar-12 C Weight-Watchers International Inc Weight-Watchers International Inc Consumer Artal Holdings Sp zoo Succursale 779 (12.89% Stake) de Luxembourg

C= Completed; P= Pending; L= Lapsed

MIX OF DEALS BY INDUSTRY SECTOR

Industrials, Chemicals & Engineering Value volume Financial Services

Business Services 0.4% 0.4% 0.6% Consumer 1.2% 0.4% 10.2% 5.6% 10.9% 17.3% Energy, Mining, Oil & Gas 8.9%

TMT 3.2% 1.2% 14.2% 4.8% Leisure Transportation 11.7% Life Sciences & Healthcare Construction 24.6%

Real Estate 19.5% 9.7% Agriculture 36.1%

Defense 6.0% 12.9%

DEAL DRIVERS – MID-ATLANTIC 56

mid-atlantic m&A split by deal size

Value volume

250 800

700 84

200 39 600 60 75 27 55 44 500 36 150 25 39 174 27 207.3 49 23 24 50 400 190 56 169.9 189.2 16 94 168.0 67 134 100 27 107

Volume 300 121.9 45 111.6 81 51 80 39 12

Value (US$m) Value 23 200 41 27 42 20 50 294 257 214 232 227 5.8 40.6 3.8 100 178 13.9 9.3 124 9.3 9.4 4.5 8.2 9.5 4.2 9.0 12.6 8.2 6.1 3.5 5.0 4.4 1.9 8.2 7.2 8.3 0 0 0.7 0.7 0.5 0.4 0.4 0.4 0.2 2006 2007 2008 2009 2010 2011 H1 2012 2006 2007 2008 2009 2010 2011 H1 2012

>$501m $15m - $100m >$501m $15m - $100m $251m - $500m $5m - $14m $251m - $500m $5m - $14m $101m - $250m $101m - $250m Value not disclosed

Quarterly m&a activity

value volume

120,000 200

100,000

150

80,000

60,000 100 Volume Value (US$m) Value 40,000

20,000

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 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 Quarter Ended Quarter Ended Moving average trend line

Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant location of the target is in Mid-Atlantic. Industry sector is based on dominant industry of target.

DEAL DRIVERS – MID-ATLANTIC 57 mid-atlantic Financial advisors top 20 - ranked by value top 20 - ranked by volume

H1 H1 Company Name Value Number H1 H1 Company Name Value Number 2011 2012 (M) USD of Deals 2011 2012 (M) USD of Deals

7 1 Deutsche Bank 40,768 21 1 1 Goldman Sachs 34,328 35 2 2 Goldman Sachs 34,328 35 2 2 Bank of America Merrill Lynch 29,971 23 6 3 Barclays 31,309 18 4 3 JPMorgan 22,678 22 3 4 Bank of America Merrill Lynch 29,971 23 10 4 Deutsche Bank 40,768 21 1 5 Credit Suisse 28,307 18 9 5 Citigroup 25,882 19 10 6 Citigroup 25,882 19 12 6 Lazard 10,501 19 4 7 JPMorgan 22,678 22 13 7 Houlihan Lokey 596 19 17 8 Evercore Partners 21,464 18 6 8 Barclays 31,309 18 5 9 Morgan Stanley 20,010 16 5 9 Credit Suisse 28,307 18 18 10 Rothschild 17,211 8 15 10 Evercore Partners 21,464 18 52 11 Gleacher & Company 13,405 2 3 11 Morgan Stanley 20,010 16 58 12 Centerview Partners 13,022 3 11 12 RBC Capital Markets 10,709 16 82 13 Rabobank 11,850 1 7 13 UBS Investment Bank 6,402 13 13 14 RBC Capital Markets 10,709 16 8 14 Jefferies & Company 3,270 11 9 15 Lazard 10,501 19 14 15 Moelis & Company 5,540 10 12 16 Wells Fargo Securities 9,871 8 30 16 Lincoln International 941 10 - 17 Greenhill & Co 7,816 5 24 17 Robert W. Baird & Co 249 10 74 18 Tudor, Pickering, Holt & Co 7,250 2 26 18 Harris Williams & Co 286 9 8 19 UBS Investment Bank 6,402 13 29 19 Rothschild 17,211 8 11 20 Moelis & Company 5,540 10 20 20 Wells Fargo Securities 9,871 8

Legal advisors top 20 - ranked by Value top 20 - ranked by volume

H1 H1 Company Name Value Number H1 H1 Company Name Value Number 2011 2012 (M) USD of Deals 2011 2012 (M) USD of Deals

7 1 Skadden Arps Slate Meagher & Flom 34,072 27 3 1 Kirkland & Ellis 31,600 44 1 2 Simpson Thacher & Bartlett 33,114 29 2 2 Jones Day 4,661 42 6 3 Weil Gotshal & Manges 32,537 21 1 3 Simpson Thacher & Bartlett 33,114 29 22 4 Kirkland & Ellis 31,600 44 4 4 Latham & Watkins 25,395 28 13 5 Latham & Watkins 25,395 28 5 5 Skadden Arps Slate Meagher & Flom 34,072 27 77 6 Vinson & Elkins 22,428 19 13 6 Morgan Lewis & Bockius 1,810 24 66 7 Clifford Chance 15,908 10 7 7 Weil Gotshal & Manges 32,537 21 63 8 Kaye Scholer 15,805 5 6 8 Sullivan & Cromwell 14,577 21 4 9 Cleary Gottlieb Steen & Hamilton 14,710 9 53 9 Vinson & Elkins 22,428 19 10 10 Sullivan & Cromwell 14,577 21 12 10 Paul Weiss Rifkind Wharton & Garrison 10,837 19 11 11 Davis Polk & Wardwell 14,564 15 21 11 DLA Piper 14,208 17 95 12 DLA Piper 14,208 17 8 12 Davis Polk & Wardwell 14,564 15 25 13 Mayer Brown 13,582 10 20 13 Willkie Farr & Gallagher 13,148 15 36 14 Willkie Farr & Gallagher 13,148 15 17 14 Freshfields Bruckhaus Deringer 11,629 15 280 15 Orrick Herrington & Sutcliffe 12,628 4 42 15 Dechert 4,252 14 44 16 Baker & McKenzie 12,560 8 37 16 White & Case 11,814 13 182 17 A&L Goodbody 11,850 3 27 17 Debevoise & Plimpton 11,262 13 - 18 DLA Cliffe Dekker Hofmeyr 11,850 2 43 18 Lowenstein Sandler 1,090 13 97 19 King & Wood Mallesons 11,850 1 25 19 Ropes & Gray 6,048 12 24 20 White & Case 11,814 13 47 20 Morrison & Foerster 2,868 12

The legal adviser league tables by value and volume have been run from 01/01/2012 to the 06/30/2012, including lapsed and withdrawn deals. The tables are based on advice to a US (Mid Atlantic) bidder, target or vendor. States: New Jersey, New York, Pennsylvania

DEAL DRIVERS – MID-ATLANTIC 58 new england

new england

Strong M&A activity expected in New England The PE firms are also likely to be very active the Affordable Care Act has removed some in the second half of 2012 on the sell side towards the end of this uncertainty from the marketplace. Companies year and on into 2013 as current portfolio engaged in measuring healthcare quality and New England saw strong M&A activity in the companies approach the typical five-to- outcomes should see activity, Beach said, first half of this year with some sectors on seven year timeline for a sale, said Peter noting that “accountable care” is becoming pace with last year and others falling slightly Alternative, a partner at investment bank a much more important aspect of the behind. The first quarter, in particular, saw Mirus Capital Advisors. Liquidity events healthcare landscape. quite a bit of deal volume and experts expect are needed soon so the PE firms can show that level of activity to continue during the success and raise their next funds. Financial services could also see steady second half of 2012. activity in the next two quarters. Banks in Technology is expected to be an active sector New England have generally been healthier The outlook for M&A in New England in the in the second half of the year. New England’s than in other parts of the country and there second half of this year is strong, said Murray active technology marketplace encompasses has been active deal flow. A scarcity of local Beach, Managing Director at Investment Bank a wide variety of subsectors that are likely targets, because the smaller local banks TM Capital. Beach noted that valuations are to heat up along with the summer sun. have strong financial statements and are still quite reasonable. “It is a very rational New England is a “hot spot for robotics,” not in need of rescue, has been leading New market, not overheated, but not shut down Alternative said, pointing to Amazon’s England’s larger financial service institutions either,” he explained. Greg Rush, a partner recent purchase of Kiva Systems, which to head further afield in search of quality at investment bank Dunn Rush & Company, provides robotic-based materials handling deals and this trend is expected to continue. agreed that there has been an improvement technology, as an important deal. It indicates in deal flow over the last six months and he accelerating changes to traditional business Cross-border activity in the New England expects that trend to continue throughout models, he explained, and he predicted it will area has declined recently due to the crises 2012. “People are more willing to work drive a lot of technology acquisitions. in the Eurozone. With two of New England’s around their vacations this summer to get most active buyers, the UK and Germany, deals done, unlike last summer when things Big data and analytics, mobile technologies distracted by the situations in Greece and ground to a halt,” Rush said. and applications, social media, marketing Spain, cross-border M&A is not expected to automation, cloud technology, and advanced pick up in the near term, and there likely will PE firms, a big part of the New England manufacturing technologies are also strong be more of an emphasis on smaller deals. M&A landscape, are still very much involved New England technology areas that could in transactions this year and are going to see M&A in the later part of 2012. O’Leary Despite the general expectation of strong continue seeking deals “whether or not they noted that New England is particularly deal flow in the coming months, dealmakers win or lose,” Beach said. PE firms are taking strong in the mobile area and this is an area expect activity to stall somewhat in the third advantage of the very low cost of capital right that is seeing consolidation. quarter until the elections in November now; with the ten year treasury rate at its eliminate the current political uncertainty. lowest level in years, it is now much more Healthcare M&A, including health insurance, Then it should be full speed ahead into 2013. profitable to buy companies, said Stephen managed care, and healthcare technology, O’Leary, managing director at investment is also expected to pick up now that the by Ilene Friedland bank Aeris Partners. recent Supreme Court decision that upheld

DEAL DRIVERS – NEW ENGLAND 59 new england top 15 announced deals for year ending 30 june 2012

Announced Status Bidder Company Target Company Sector Vendor Company Deal Value Date (US$m)

30-Jun-12 P EverBank Business Property Lending Inc Financial Services GE Real Estate 2,510 12-Mar-12 C Asahi Kasei Corporation Zoll Medical Corporation Life Sciences & Healthcare 1,994 26-Jan-12 C Celgene Corporation Avila Therapeutics Inc Life Sciences & Healthcare 925 19-Mar-12 C Amazon.com Inc Kiva Systems Industrials, Chemicals & Bain Capital LLC; and Meakem 775 Engineering Becker Venture Captial 29-Feb-12 C Dainippon Sumitomo Pharma Boston Biomedical Inc Life Sciences & Healthcare 1Globe Health LLC 740 16-May-12 C Piramal Healthcare Limited Decision Resources Group Business Services Providence Equity Partners LLC 635 30-May-12 P Jackson National Life Insurance Reassure America Life Insurance Financial Services Swiss Re Ltd 618 Company Company 23-Apr-12 C Beam Inc Pinnacle (vodka brand); and Calico Jack Consumer White Rock Distilleries 605 (rum brand) 14-Feb-12 P Biogen Idec Inc Stromedix Inc Life Sciences & Healthcare Frazier Healthcare Ventures 563 06-Mar-12 C AmeriSourceBergen Corporation World Courier Group Inc Transportation 520 17-Feb-12 C Wanxiang Group Corporation GreatPoint Energy Inc (Undisclosed Energy, Mining, Oil and Gas 420 Stake) 31-Jan-12 C AngioDynamics Inc Navilyst Medical Life Sciences & Healthcare Avista Capital Partners LP 372 31-May-12 C Flowers Foods Inc Lepage Bakeries Inc Consumer 370 31-May-12 C Sycamore Partners Talbots Inc (90.1% Stake) Consumer 357 02-Jan-12 C MetLife Inc; JPMorgan Chase & Co; Enel Green Power North America Inc Energy, Mining, Oil and Gas Enel Green Power SpA 340 and Wells Fargo & Company (Undisclosed stake)

C= Completed; P= Pending; L= Lapsed

MIX OF DEALS BY INDUSTRY SECTOR

Industrials, Chemicals & Engineering Value volume Financial Services Business Services 0.8% 0.8% Consumer 8.3% 15.0% Energy, Mining, Oil & Gas 17.5% TMT 33.7% Leisure 26.0% 3.3% 12.5% Transportation 2.5% Life Sciences & Healthcare Construction 9.2% Real Estate 3.7% 21.7% Agriculture 5.5% 3.5% 0.4% 10.0% Defense 10.2% 8.7% 6.7%

DEAL DRIVERS – NEW ENGLAND 60

new england m&A split by deal size

Value volume

150 350

29 84 300 27 125 13 39 19 17 75 43 26 250 20 18 12 9 15 100 44 23 36 25 24 30 39 27 75 174 49 23 200 80 11 50 11 9 65 56 49 75 53 100.1 134 94 150 45 47 27 44 21 19 45 Volume 37 6 50 80 10 27 5 Value (US$m) Value 61.5 23 53.2 100 51.6 41 27 30 42 122 127 11 25 23.5 111 110 119 2.2 50 93 18.8 4.8 3.5 4.5 6.8 3.3 1.8 0.9 58 6.8 3.9 3.6 5.1 6.7 9.9 1.4 4.3 4.3 1.8 3.9 2.0 2.3 2.7 0 0 0.3 0.4 0.4 0.2 0.2 0.2 0.1 2006 2007 2008 2009 2010 2011 H1 2012 2006 2007 2008 2009 2010 2011 H1 2012

>$501m $15m - $100m >$501m $15m - $100m $251m - $500m $5m - $14m $251m - $500m $5m - $14m $101m - $250m $101m - $250m Value not disclosed

Quarterly m&a activity

value volume

60,000 100

50,000 80

40,000 60

30,000 Volume 40 Value (US$m) Value 20,000

20 10,000

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 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 Quarter Ended Quarter Ended Moving average trend line

Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant location of the target is in New England. Industry sector is based on dominant industry of target.

DEAL DRIVERS – NEW ENGLAND 61 new england Financial advisors top 20 - ranked by value top 20 - ranked by volume

H1 H1 Company Name Value Number H1 H1 Company Name Value Number 2011 2012 (M) USD of Deals 2011 2012 (M) USD of Deals

1 1 Goldman Sachs 15,660 14 1 1 Goldman Sachs 15,660 14 7 2 Bank of America Merrill Lynch 12,108 8 5 2 Barclays 6,034 11 2 3 Morgan Stanley 11,008 8 8 3 Jefferies & Company 5,324 10 6 4 Deutsche Bank 8,578 9 82 4 Evercore Partners 4,107 10 5 5 Citigroup 6,108 9 7 5 JPMorgan 3,589 10 4 6 Barclays 6,034 11 4 6 Deutsche Bank 8,578 9 9 7 Jefferies & Company 5,324 10 9 7 Citigroup 6,108 9 16 8 Nomura Holdings 5,300 1 6 8 Bank of America Merrill Lynch 12,108 8 - 9 Perella Weinberg Partners 4,780 5 2 9 Morgan Stanley 11,008 8 53 10 Evercore Partners 4,107 10 27 10 Harris Williams & Co 273 8 3 11 Credit Suisse 3,591 6 13 11 Houlihan Lokey 209 7 8 12 JPMorgan 3,589 10 3 12 Credit Suisse 3,591 6 142 13 Moelis & Company 3,032 3 11 13 UBS Investment Bank 3,025 6 13 14 UBS Investment Bank 3,025 6 12 14 Rothschild 1,019 6 - 15 Brown Brothers Harriman & Co 1,994 1 - 15 Perella Weinberg Partners 4,780 5 51 16 Macquarie Group 1,633 2 125 16 Sagent Advisors 367 5 - 17 Financial Technology Partners 1,538 2 14 17 Lazard 364 5 23 18 RBC Capital Markets 1,468 4 36 18 RBC Capital Markets 1,468 4 46 19 Willis Capital Markets & Advisory Services 1,300 1 114 19 William Blair & Company 155 4 126 20 BMO Capital Markets 1,168 2 54 20 Moelis & Company 3,032 3

The financial adviser league tables by value and volume have been run from 01/01/2012 to the 06/30/2012, excluding lapsed and withdrawn deals. The tables are based on advice to a US (New England) bidder, target or vendor. States: Connecticut, Maine, Massachusetts, New Hampshire, Rhode Island, Vermont

Legal advisors top 20 - ranked by Value top 20 - ranked by volume

H1 H1 Company Name Value Number H1 H1 Company Name Value Number 2011 2012 (M) USD of Deals 2011 2012 (M) USD of Deals

14 1 Jones Day 14,014 10 3 1 Latham & Watkins 8,111 24 88 2 Skadden Arps Slate Meagher & Flom 12,952 13 5 2 Weil Gotshal & Manges 10,172 22 1 3 Weil Gotshal & Manges 10,172 22 4 3 Kirkland & Ellis 1,599 20 7 4 Latham & Watkins 8,111 24 41 4 Skadden Arps Slate Meagher & Flom 12,952 13 27 5 Blake, Cassels & Graydon 5,567 4 6 5 Ropes & Gray 4,972 11 4 6 Simpson Thacher & Bartlett 5,553 7 1 6 Goodwin Procter 4,461 11 11 7 Sullivan & Cromwell 5,420 4 21 7 Jones Day 14,014 10 21 8 Ropes & Gray 4,972 11 30 8 White & Case 2,424 8 59 9 Cooley 4,519 3 60 9 Paul Hastings 765 8 26 10 Goodwin Procter 4,461 11 12 10 DLA Piper 170 8 35 11 Paul Weiss Rifkind Wharton & Garrison 3,710 7 7 11 Simpson Thacher & Bartlett 5,553 7 - 12 Brown Rudnick 3,599 1 17 12 Paul Weiss Rifkind Wharton & Garrison 3,710 7 217 13 Bracewell & Giuliani 3,188 1 2 13 WilmerHale 1,809 7 49 14 White & Case 2,424 8 24 14 McDermott Will & Emery 275 6 16 15 Cleary Gottlieb Steen & Hamilton 1,994 2 27 15 Debevoise & Plimpton 1,000 5 3 16 WilmerHale 1,809 7 25 16 Baker & McKenzie 677 5 17 17 Kirkland & Ellis 1,599 20 158 17 Mayer Brown 632 5 2 18 Dewey & LeBoeuf 1,512 4 32 18 Stikeman Elliott 92 5 10 19 Cravath Swaine & Moore 1,454 4 14 19 Hogan Lovells 44 5 166 20 Mintz Levin Cohn Ferris Glovsky & Popeo 1,447 4 15 20 Morgan Lewis & Bockius 37 5

The legal adviser league tables by value and volume have been run from 01/01/2012 to the 06/30/2012, including lapsed and withdrawn deals. The tables are based on advice to a US (New England) bidder, target or vendor. States: Connecticut, Maine, Massachusetts, New Hampshire, Rhode Island, Vermont

DEAL DRIVERS – NEW ENGLAND 62 latin america Latin america

Post election relief fuels Mexican M&A In the financial sector, some medium-sized supermarkets and household products. while Brazil feels a pullback Brazilian banks with low liquidity are looking “Even though employment levels are for buyers, while asset management firms at record highs, industrial activity and Mexico that did not perform well could lead to deceleration of consumption should bring A feeling of relief swept over dealmakers consolidation, he added. growth down for FY 2012,” said Chiossone. after Mexico’s July general election was held Nonetheless, he said consumption, even without major disruptions. Next to this and In technology, M&A activity should migrate though decelerating, is still the preferred a macroeconomic stability, the peso and from group shopping websites such as sector of the investor community, especially stock market felt recovery, reviving investor Groupon and Peixe Urbano to clone, or the private equity firms. confidence in the country, according to Pablo copycat, e-commerce companies like Rion y Asociados Partner Alexander von Germany-based Rocket Internet, which Southern Cone Griesheim Reimers. “Companies want to make is investing in Brazil, said Felipe Herrera, Chile’s large banks and retailers continue acquisitions, including Chilean and Brazilian partner at Herrera Advogados, a Rio-based to look to the region for opportunities after companies that are looking into Mexico,” Von law firm. outgrowing their home markets. Across Griesheim said. the Andes in Argentina, President Cristina Services and equipment for the domestic Fernandez de Kirchner has continued to For H2 2012 non-bank credit lenders, known oil and gas industry and infrastructure are thwart international investors, nationalizing as Sofomes, will continue to consolidate, the hottest sectors, according to BroadSpan Repsol’s stake in YPF and heavily regulating Reimers said. Activity should also continue Capital Managing Director Orlando Chiossone. imports and exports. Its shale gas reserves in food and beverages, with Femsa possibly Large investments by oil companies and the have given the country’s oil and gas industry acquiring other national bottling companies, onset of the Soccer World Cup and Olympic a boost that has inspired deals around the he added. Games are attracting the attention of domestic Neuquen Basin. and international players, he said. The modernization of Pemex, a campaign Central America and the Caribbean promise of president elect Enrique Pena Andean Region Panama is poised to play a pivotal role in Nieto and all his contenders, might take The Andean Region should continue to the interconnection of power grids between slightly longer to materialize, according attract strong investment interest in H2 2012 Colombia and Central America. Energy to Reimers. Before taking measures like led by Colombia and Peru, given a recent opportunities, including conventional and listing the company, a la Petrobras, the free trade agreement enacted between renewable power, are being developed Mexican government has to deal with labor Colombia and the US. across the region by many firms that have issues and face strong unions to implement set up a base in Panama. reforms, he noted. “New international trade benefits, combined with strong external demand, particularly Financial services and consumer products Brazil from emerging economies in Asia, and stood out in H1 2012 in the Caribbean and Brazil has suffered the effects of global continued growing internal demand will give are likely to remain in the spotlight over the financial turbulence more than Mexico. the region some downside protection from the next six months. More deals involving export- Local advisors have felt a pullback from global economic stagnation,” said Chiossone. oriented manufacturers and downstream foreign companies in recent months, blurring energy assets are likely. The Dominican Leon, projections for H2 2012. Many companies Financial services, hot in H1 2012 with which in mid-April sold an indirect 41.76% from the EU and US have postponed strategic intra-regional cross-border deals and asset stake in the Republic’s flagship brewer, decisions until September, said Bruno Nahon, disposals associated with the liquidity crunch Cerveceria Nacional Dominicana (CND), a partner at Aria Capital, a Rio de Janeiro- in Europe, will cool down in H2 2012, with is well-capitalized to grow its beer empire based advisory firm. only a few large potential opportunities left regionally with the backing of a behemoth. to be explored. Auto financing continues to Deals are also expected in the real estate be an attractive segment in the region where by Priscilla Murphy and Oliver Hill sector. Although Brazil’s listed companies financial services will compete to finance are taking a beating, the real estate sector an emerging middle class with growing also has funds with capital to invest, Nahon purchasing power. said. The consumer sector tends to maintain M&A activity, including home health, food, Consumer products will also continue to fashion and retail, Nahon added. show strong deal activity, fueled by the region’s demographics and relatively low penetration in basic retail segments like

DEAL DRIVERS – LATIN AMERICA 63

Latin America top 15 announced deals for year ending 30 june 2012

Announced Status Bidder Company Target Company Sector Vendor Company Deal Value Date (US$m)

29-Jun-12 P Anheuser-Busch InBev NV Grupo Modelo SAB de CV (49.7% Stake) Consumer 20,100 07-Feb-12 P Itau Unibanco Holding SA Redecard SA (49.99% Stake) Business Services 6,864 28-May-12 P Cosan SA Industria e Comercio Cia. de Gas de Sao Paulo (60.1% Stake) Energy, Mining, Oil and Gas BG Group Plc 2,654 26-Mar-12 P Mubadala Development Company EBX Ltd (5.63% Stake) Other 2,000 PJSC 26-Jun-12 P Primav Construcoes e Comercio S/A Ecorodovias Infraestrutura e Logistica SA Transportation Impregilo SpA 1,480 (19% Stake) 28-Mar-12 C Consortium Multiner SA Energy, Mining, Oil and Gas 1,200 30-Jan-12 C Atlantia-Bertin Group JV Atlantia SpA (concession motorway Transportation Atlantia SpA; and Bertin SA 1,132 assets); and Bertin SA (concession motorway assets) 16-Apr-12 C Ambev Brasil Bebidas Ltda Cerveceria Nacional Dominicana C por A Consumer Grupo Leon Jimenes 1,000 (41.76% Stake) 24-May-12 C General Mills Inc Yoki Alimentos SA Consumer 954 28-May-12 P State Grid Corporation of China ACS Actividades de Construccion y Energy, Mining, Oil and Gas ACS Actividades de Construccion y 942 Servicios SA (Seven electric power trans- Servicios SA mission lines in Brazil) 19-Jun-12 P Air Products and Chemicals Inc Indura SA (67% Stake) Industrials, Chemicals & Inversiones y Desarrollo SA 884 Engineering 17-May-12 P Transmissora Alianca de Energia Stakes in six electricity transmission Energy, Mining, Oil and Gas Companhia Energetica de Minas 869 Eletrica SA services companies Gerais 24-Jan-12 P Banco Davivienda SA HSBC Costa Rica; HSBC El Salvador; and Financial Services HSBC Holdings plc 801 HSBC Honduras SA 18-Apr-12 C Tenaris SA Confab Industrial SA (59.39% Stake) Industrials, Chemicals & 785 Engineering 14-Jun-12 P Costco Wholesale Corporation Costco de Mexico SA de CV (50% Stake) Consumer Controladora Comercial Mexicana 759 SAB de CV

C= Completed; P= Pending; L= Lapsed (excludes Bahamas, Belize, Dominica, French Guyana, Puerto Rico, Saint Kitts, Surinam, Turks & Caicos, US Virgin Islands))

MIX OF DEALS BY INDUSTRY SECTOR

Industrials, Chemicals & Engineering Value volume Financial Services Business Services 0.5% 1.2% 1.6% 0.2% Consumer 4.8% 2.3% 5.9% 4.3% 0.7% 6.8% 2.3% 18.0% Energy, Mining, Oil & Gas 2.1% 6.6% TMT 4.6% Leisure 13.4%

Transportation 20.6% 3.3% 10.2%

Life Sciences & Healthcare 6.6% Construction

Real Estate 10.5% Agriculture 16.1%

Defense 42.2% 15.4%

DEAL DRIVERS – LATIN AMERICA 64

Latin America m&A split by deal size

Value volume

180 700

29 29 27 600 27 50 150 13 13 19 36 37 43 26 17 43 36 68 500 33 120 70 27 56 45 31 75 24 156 11 137.0 400 11 30 35 54 90 28 21 192 165 97.7 47 34 300 129 23 80 28 82.2 Volume 113 27 60 49.7 75.4 123

Value (US$m) Value 67 200 88 55 85 55.8 47.2 52 57 240 38 30 13.5 14.1 10.0 11.3 100 173 166 10.4 145 139 11.6 7.5 11.3 10.2 108 106 7.6 7.0 5.7 4.8 9.3 3.7 5.4 8.8 7.1 5.7 6.8 4.6 0 0 0.6 0.8 0.6 0.5 0.5 0.8 0.8 2006 2007 2008 2009 2010 2011 H1 2012 2006 2007 2008 2009 2010 2011 H1 2012

>$501m $15m - $100m >$501m $15m - $100m $251m - $500m $5m - $14m $251m - $500m $5m - $14m $101m - $250m $101m - $250m Value not disclosed

Quarterly m&a activity

value volume

80,000 200

70,000

60,000 150

50,000

40,000 100 Volume

Value (US$m) Value 30,000

20,000 50

10,000

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 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 Quarter Ended Quarter Ended Moving average trend line

Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant location of the target is in Latin America. Industry sector is based on dominant industry of target.

DEAL DRIVERS – LATIN AMERICA 65

Latin America Financial advisors top 20 - ranked by value top 20 - ranked by volume

H1 H1 Company Name Value Number H1 H1 Company Name Value Number 2011 2012 (M) USD of Deals 2011 2012 (M) USD of Deals

12 1 Lazard 30,237 11 1 1 Banco Itau BBA 22,540 24 16 2 Deutsche Bank 26,782 8 4 2 Banco BTG Pactual 12,493 22 21 3 Barclays 26,604 4 3 3 Credit Suisse 11,969 15 6 4 JPMorgan 26,585 8 7 4 Banco Bradesco BBI 14,116 14 10 5 Bank of America Merrill Lynch 23,670 8 9 5 Rothschild 12,305 12 13 6 Morgan Stanley 23,244 6 16 6 Lazard 30,237 11 5 7 Banco Itau BBA 22,540 24 2 7 Goldman Sachs 15,582 10 14 8 Citigroup 16,801 9 10 8 Citigroup 16,801 9 2 9 Goldman Sachs 15,582 10 23 9 Deutsche Bank 26,782 8 4 10 Banco Bradesco BBI 14,116 14 12 10 JPMorgan 26,585 8 1 11 Banco BTG Pactual 12,493 22 15 11 Bank of America Merrill Lynch 23,670 8 11 12 Rothschild 12,305 12 6 12 BR Partners 7,380 7 8 13 Credit Suisse 11,969 15 13 13 Morgan Stanley 23,244 6 33 14 BR Partners 7,380 7 19 14 Vinci Partners 153 6 9 15 Banco Espirito Santo de Investimento 5,738 4 24 15 Barclays 26,604 4 3 16 Santander Global Banking and Markets 5,705 4 8 16 Banco Espirito Santo de Investimento 5,738 4 - 17 ABN AMRO Bank 3,456 1 5 17 Santander Global Banking and Markets 5,705 4 7 18 HSBC 2,115 4 22 18 HSBC 2,115 4 17 19 UBS Investment Bank 1,231 4 18 19 UBS Investment Bank 1,231 4 - 20 ATRIA Capital 1,200 1 28 20 Banco Bilbao Vizcaya Argentaria 297 3

The financial adviser league tables by value and volume have been run from 01/01/2012 to the 06/30/2012, excluding lapsed and withdrawn deals. The tablesare based on advice to a Central and South American bidder, target or vendor. Excludes: Bahamas, Belize, Dominica, French Guyana, Haiti, Puerto Rico, Saint Kitts, Surinam, Turks & Caicos, US Virgin Islands

Legal advisors top 20 - ranked by Value top 20 - ranked by volume

H1 H1 Company Name Value Number H1 H1 Company Name Value Number 2011 2012 (M) USD of Deals 2011 2012 (M) USD of Deals

6 1 Skadden Arps Slate Meagher & Flom 32,645 8 2 1 Machado Meyer Sendacz e Opice 5,285 27 3 2 Clifford Chance 24,956 6 1 2 Pinheiro Neto Advogados 2,563 24 4 3 Sullivan & Cromwell 22,982 5 4 3 Souza, Cescon, Barrieu & Flesch Advogados 3,357 17 31 4 Freshfields Bruckhaus Deringer 22,754 2 3 4 Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga 18,259 16 - 5 Alston & Bird 20,805 3 Advogados 121 6 Greenberg Traurig 20,120 4 6 5 Barbosa, Mussnich & Aragao 2,680 14 - 7 Mijares, Angoitia, Cortes y Fuentes 20,100 3 13 6 Gomez-Pinzon Zuleta 1,055 12 125 8= Cravath Swaine & Moore 20,100 1 7 7 Tozzini Freire Teixeira e Silva Advogados 859 11 - 8= Creel, Garcia-Cuellar, Aiza y Enriquez 20,100 1 20 8 Estudio Muniz, Ramirez, Perez-Taiman & Olaya 1,099 10 Abogados 20 10 Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga 18,259 16 Advogados 16 9 Skadden Arps Slate Meagher & Flom 32,645 8 134 11 Jones Day 7,463 8 31 10 Jones Day 7,463 8 26 12 Uria Menendez 5,571 3 136 11 Linklaters 2,792 8 - 13= Bredin Prat 5,427 1 12 12 Lobo & de Rizzo Advogados 861 8 - 13= Campos Ferreira, Sa Carneiro e Asociados 5,427 1 22 13 Veirano Advogados 378 8 - 13= PLMJ - Sociedade de Advogados 5,427 1 19 14 Lefosse Advogados 3,546 7 16 16 Cleary Gottlieb Steen & Hamilton 5,322 4 5 15 Baker & McKenzie 1,977 7 5 17 Machado Meyer Sendacz e Opice 5,285 27 25 16 Azevedo Sette Advogados 1,222 7 36 18 Allen & Overy 4,533 3 14 17 Rodrigo Elias & Medrano 680 7 23 19 Lefosse Advogados 3,546 7 8 18 Clifford Chance 24,956 6 7 20 Souza, Cescon, Barrieu & Flesch Advogados 3,357 17 18 19 Brigard & Urrutia 1,547 6 21 20 Prieto & Carrizosa 691 6

The legal adviser league tables by value and volume have been run from 01/01/2012 to the 06/30/2012, including lapsed and withdrawn deals. The tables are based on advice to a Central and South American bidder, target or vendor. Excludes: Bahamas, Belize, Dominica, French Guyana, Puerto Rico, Saint Kitts, Surinam, Turks & Caicos, US Virgin Islands

DEAL DRIVERS – LATIN AMERICA 66

about merrill Corporation

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Merrill Legal Solutions provide both on-demand and on-site With Merrill DataSite®, all documents are captured and indexed to an litigation support, information management and electronic and online database and because all rights are designated by the client, print document management services for law firms,corporate legal security and control are guaranteed. Each user’s ability to view, print departments and professional services firms. or access source documents is set up by the client administrator and can be changed at any time. Merrill DataSite® provides useful Examples of our expertise include the creation of searchable tools, including full search, viewer audit capability, Q&A, bulk uploads litigation document repositories, management of electronic data and detailed user activity tracking that help clients maintain tighter discovery and the delivery of real-time court reporting and deposition control and have greater insight into reviewer behaviour. videography services. Merrill DataSite enhances transaction success Merrill’s Marketing and Communication Solutions supply brand Merrill DataSite® is the industry’s acknowledged leader. More than identity management, customer communication and packaged direct 61,000 different private and public companies across the globe have marketing programmes for sales professionals in industries such as leveraged Merrill DataSite® to increase the value of the following real estate, mutual funds and insurance. Examples of our services types of transactions: include customisable corporate identity materials, direct-mail marketing pieces and promotional programs supported by web- • Mergers, acquisitions and divestitures based technologies. • Private placement transactions Merrill’s Translations Services provide a range of translation options • Leveraged buyout transactions to help clients achieve the most efficient and cost effective approach • Bankruptcy and reorganisation transactions to their translation projects. Merrill Brink offers extensive legal translation services for international litigation, intellectual property, • Financial restructuring transactions patents, contractual matters, antitrust matters, mergers and • Initial public offerings and dual-track processes acquisitions, arbitration and more. • Asset purchases and liquidations www.datasite.com • Post-merger integration

DEAL DRIVERS – NORTH America 67 about merrill datAsite®

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DEAL DRIVERS – NORTH America 68

Merrill Datasite contacts

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EXECUTIVE MANAGEMENT Jérôme Pottier Jason Hedges Anthony Crosby Ed Bifulk Regional Director, France Regional Director, Canada Regional Director, Chicago President Tel: +33 (0) 1 40 06 13 12 Tel: +1 416-878-3260 Tel: +1 312 674 6511 Tel: +1 212 229 6563 Colin Schopbach Michael Kennedy Mark Plaehn Paul Hartzell Regional Director, Europe Regional Director, New England Regional Director, Chicago Senior Vice President Tel: +44 (0)207 422 6221 Tel: +1 207 829 4369 Tel: +1 312 674 6527 Tel: +1 212 367 5950 Anna Scott Ross Whittaker Kelly-Leigh Keefe EXECUTIVE SALES Regional Director, U. K. Regional Director, New England Regional Director, Chicago Chris Beckmann Tel: +44 (0)207 422 6263 Tel: +1 617.535.1516 Tel: +1 312 386 2229 Regional Director, Germany, Switzerland and Poland Mark Finnie Jon Lenihan Nicholas Renter Tel: +49 69 25617 110 Regional Director, North Asia Regional Director, Boston Regional Director, Texas Tel: +852 2536 2534 Tel: +1 617-535-1618 Tel: +1 214 754 2100 Manuel Bianchi Regional Director, Europe Ari Lee Scott Rediker Bryan Brighton Tel: +44 (0)207 422 6271 Regional Director, North Asia Regional Director, Mid Atlantic Regional Director, Austin Tel: +852 9855 3758 Tel: +1 443-690-3122 Tel: +1 512 551 2986 Will Brown Regional Director, Life Sciences Vincent Lork Forrest R. Doane Andrew Buonincontro Tel: +33 1 40 06 13 02 Regional Director, South East Asia Regional Director, New York Regional Director, Bay Area Tel: +65 6248 4602 Tel: +1 212 229 6620 Tel: +1 650 493 1400 Francesco Caracuta Regional Director, Europe Chris Robilliard Adam Kuritzky Erik Sandie Tel: +44 (0)207 422 6270 Regional Director, Australia Regional Director, New York Regional Director, Bay Area & New Zealand Tel: +1 917 232 9569 Tel: +1 650 493 1400 Hakema El-Hadad Tel: +612 8667 3064 Regional Director, France and John McElrone Jay Loyola Northern Africa Manuel Bentosinos Regional Director, New York Regional Director, Bay Area Tel: +33 (0) 1 40 06 13 10 Regional Director, Mexico, Tel: +1 212 229 6656 Tel: +1 949 622 0663 Columbia and Caribbean Alex Gross Tel: +52 55 9171 2237 Matthew Mezzancello Shelle Martin Regional Director, Eastern Europe Regional Director, NY, NJ & PA Regional Director, Bay Area & Middle East Ana Paula Macêd Távora de Castro Tel: +1 212 229 6618 Tel: +1 415 357 4355 Tel: +49 69 7593 7148 Regional Director, South America Tel: +55 11 9908 0858 Steve Piccone Dan Phelan Mike Hinchliffe Vice President, New York Regional Director, Los Angeles Regional Director, Europe Luis Felipe Salles Cunha Tel: +1 212 229 6883 Tel: +1 213 253 2139 Tel: +44 (0)207 422 6256 Regional Director, Brazil Tel: +55 11 3568 2429 BJ Birtz Hans Schumann Jonathan Hughes Regional Director, Raleigh Regional Director, San Diego Account Manager, Europe Carlos Nogueira Tel: +1 919 996 9117 Tel: +1 760 635 0830 Tel: +44 (0)207 422 6267 Regional Director, Brazil Tel: +55 11-3895-8572 Paul Kleinkauf David Yeary Shashank Jain Regional Director, Southeast Vice President, DataSite Life Sciences Account Manager, United Arab Emirates Brian Gilbreath Tel: +1 404 602 3251 Tel: +1 415 307 4414 Tel: +971 (0)50 252 3025 Vice President, Midwest and Latin America Michail Sidorov James Snaza Alvaro Ortega Tel: +1 404 934 8085 Regional Director, Ohio & Michigan Director of Life Sciences Regional Director, Southern Europe Tel: +1 216 333 1274 Tel: +1 651 632 4585 Tel: +34 610 909 353 Hank Gregory SVP, Western Canada & Pacific Northwest Jessie Saini Jon Blue Adam Pang Tel: + 604 603 4360 Regional Director, Midwest Vice President, Clean Tech Account Manager, Europe Tel: +1 312-386-2293 Tel: +1 206 696 9169 Tel: +44 20 7422 6268 Ryan MacMillan Regional Director, Canada Scott Haugen Merlin J. Piscitelli Tel: +1 416 214 2448 Regional Director, Minnesota & Wisconsin Regional Director, Europe Tel: +1 651 632 4375 Tel: +44 (0)207 422 6266

DEAL DRIVERS – NORTH America 69

Notes

The following notes pertain to data contained in this publication:

• Deals are included where the deal value is greater than or equal • League tables under each geographic section are based on the to US$5m. dominant geography of either target, bidder or seller. • Where no deal value has been disclosed, deals are included if the • Industry section charts and graphs are based on the dominant turnover of the target is greater than or equal to US$10m. geography being North America. • North America = USA and Canada. • Geographic section charts and graphs are based on the dominant target geography. • A ctivity Tables and league tables under each industry section are based on the dominant geography of either target, bidder or seller • Transactions excluded include property transactions and being North America. restructurings where the ultimate shareholders’ interests are not changed. • Top Deals tables under each geographic section are based on the dominant geography of the target only.

Note to Heat Chart: Breakdown of constituent states within US regions

State Abbr. Region State Abbr. Region State Abbr. Region

New Jersey NJ Mid-Atlantic Massachusetts MA New England Virginia VA South New York NY Mid-Atlantic New Hampshire NH New England West Virginia WV South Pennsylvania PA Mid-Atlantic Rhode Island RI New England Kentucky NE South Illinois IL Midwest Vermont VT New England Tennessee TN South Indiana IN Midwest Alabama AL South Alaska AK West Iowa IA Midwest Arkansas AR South Arizona AZ West Kansas KS Midwest Delaware DE South California CA West Michigan MI Midwest District of Columbia DC South Colorado CO West Minnesota MN Midwest Florida FL South Hawaii HI West Missouri MO Midwest Georgia GA South Idaho ID West Nebraska NE Midwest Louisiana ND South Montana MT West North Dakota ND Midwest Maryland MD South Nevada NV West Ohio OH Midwest Mississippi MS South New Mexico NM West South Dakota SD Midwest North Carolina NC South Oregon OR West Wisconsin WI Midwest Oklahoma OK South Utah UT West Connecticut CT New England South Carolina SC South Washington WA West Maine ME New England Texas TX South Wyoming WY West

DEAL DRIVERS – NORTH America 70

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