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The comprehensive review of in the EMEA region

HY 2018 Deal Drivers EMEA

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© Merrill Communications LLC. All rights reserved. All trademarks are property of their respective owners. Mergermarket Deal Drivers EMEA Contents 3

Contents

The comprehensive Foreword 04 Consumer 36 EMEA Heat Chart 05 Telecoms, Media & Technology 42 review of mergers All Sectors 06 Transportation 48 and acquisitions in 18 Pharma, Medical & Biotech 54 the EMEA region Industrials & Chemicals 24 The Middle East & North Africa 60 throughout the Energy, Mining & Utilities 30 About Merrill Corporation 67 first half of 2018.

mergermarket.com Mergermarket Deal Drivers EMEA Foreword 4

Foreword

Welcome to the half-year 2018 edition of of ongoing political tumult. The UK faces a their record dry powder to take advantage Deal Drivers EMEA, published by Mergermarket deepening crisis as the country prepares to of solid economic growth. in association with Merrill Corporation. This exit the European Union, with the future of is a particularly powerful driver of activity report provides an extensive review of M&A trade and diplomatic relations between the in the DACH and Nordic regions, with their activity across , the Middle East and two sides still unclear. Some UK companies abundance of financially sound businesses. Hilary North Africa. It offers detailed analyses of appear to be reacting by turning inward – Chief Revenue Officer & Deal Drivers provide readers with an in-depth specific regions and sectors. It also identifies domestic deals made up 43% of total M&A General Manager – EMEA, review of EMEA-based M&A during H1 2018 key trends that are set to develop over the value for UK targets in the first half, the highest Merrill Corporation using sector-specific and geographical course of the next six months. percentage since 2009. data – all filtered through the expert lens The European region saw deal value reach a The related trend of protectionism, triggered of Mergermarket journalists. We hope that post-crisis high in H1 2018 of €508.8bn, an in large part by the US government, seems to this half-year edition is useful to you and we increase of 16% from the same period a year be affecting transatlantic deals. There were just welcome your feedback. ago, amid auspicious economic growth. GDP 514 transactions between European and North in EU countries expanded by 2.4% in 2017, American companies in the first half of the the highest level in a decade, and is set to year, down from 617 in H1 2017. In another key increase by another 2.3% this year, fuelling area of cross-border activity, EU governments optimism among many corporate and private are showing some resistance to ’s equity buyers. appetite for European assets. The increase in M&A value also came on Among the more encouraging trends for M&A the back of several mammoth megadeals in Europe is the strength of private equity in across the region. More than half of the total the region. The total value of private equity value came from just 13 transactions valued rose 10% to €74.7bn in H1 2018, at €5bn+, including the world’s largest deal thanks in part to the emerging tendency of the year so far: -based Takeda among private equity firms to go up-market Pharmaceutical’s €67bn acquisition of Irish for acquisitions. Financial buyers completed drug-maker Shire. The deal represents the five of the top 20 European deals by value, the largest cross-border takeover by a Japanese largest of which was the €10bn purchase of company on Mergermarket record, and Dutch paint company Akzo Nobel’s specialty underlines the persistent appeal of the chemicals business by Carlyle Group and European pharmaceutical market. Singaporean GIC. Headwinds to deal activity remain, however, In the months ahead, European sponsors as some acquirers remain cautious in the face will undoubtedly look to spend more of mergermarket.com Mergermarket Deal Drivers EMEA Heat Chart 5

EMEA Heat Chart

Our forward-looking heat chart indicates Heat chart based on potential companies for sale that the telecoms, media & technology Sector UK & Ireland German France Benelux Middle East Russia SEE Iberia CEE Nordic Total (TMT) and consumer sectors will be the speaking & North (excluding leading industries for EMEA deal activity Africa Russia) over the coming months. Meanwhile, the UK Telecoms, Media & 119 40 58 29 46 59 30 16 23 8 4 432 & Ireland and DACH regions are likely to be Technology the regions hosting the most dealmaking. Industrials & Chemicals 30 93 24 47 33 17 21 13 11 5 3 297 The heat chart highlights the sectors and Consumer 54 36 31 78 33 13 23 14 12 7 6 307 regions of companies featured as potential Financial Services 63 24 15 21 18 13 16 4 7 5 2 188 M&A targets on the Mergermarket intelligence Business Services 47 30 22 21 26 4 10 2 19 0 4 185 tool over the last six months. Pharma, Medical & Biotech 25 19 14 7 13 15 13 4 7 1 0 118

Many buyers are apparently sanguine about Energy, Mining & Utilities 32 17 5 15 7 18 14 11 15 5 6 145 the possible effects of Brexit on the business Construction 12 11 6 7 5 3 8 2 8 1 0 63 environment in the UK, as more than a fifth of the total ‘companies for sale’ stories in the Leisure 14 7 7 10 8 11 9 5 11 0 3 85 first half of the year related to targets in the Real Estate 11 2 1 2 4 5 4 1 3 0 0 33 UK & Ireland. Transportation 8 2 4 4 6 6 8 3 5 3 6 55

Unsurprisingly, the TMT sector is drawing Agriculture 1 0 1 2 3 3 11 0 0 3 1 25 close attention from potential acquirers. Defence 0 0 0 0 0 1 0 1 0 0 0 2 Perhaps more notable is the fact that within the sector, the Middle East & Africa ranks Total 416 281 188 243 202 168 167 76 121 38 35 1935 second among regions with companies for sale, thanks in part to the abundance of tech targets in Israel. Hot Warm Cold Other hot spots on the chart include the traditionally strong industrials & chemicals 100 50 20 sector in the DACH region; and consumer 80 40 10 companies in Italy, where fashion and food & beverage firms are expected to draw bidders. 60 30 1

Note: The Intelligence Heat Charts are based on ‘companies for sale’ tracked by Mergermarket in the respective regions between 01/01/2018 and 30/06/2018. Opportunities are captured according to the dominant geography and sector of the potential target company. mergermarket.com Mergermarket Deal Drivers EMEA All Sectors 6

Part of the Acuris report on global M&A activity

All Sectors

mergermarket.com Mergermarket Deal Drivers EMEA All Sectors 7

All sectors

Further information Europe had an impressive first half of M&A Media consolidation Industrial strength Get in touch activity, despite a backdrop of considerable European telecoms and media companies Industrials & chemicals firms are reliably upheaval in trade and diplomatic relations also made waves in H1 2018 with a number of some of the most sought-after deal targets, worldwide. There were 3,379 transactions high-profile deals aimed at consolidation or especially by private equity buyers, and they Ezekiel Pfeifer in the region valued at a total of €508.8bn, expansion. Overall, there were 562 TMT deals lived up to this reputation in the first half of representing a 16% increase in value valued at €102.6bn in H1 2018, representing the year. The sector had the largest number compared to the same period a year ago and the second-largest number of deals and the of deals at 758, with a total value of €57.8bn. the highest H1 value total since 2007. The second-highest M&A value of any sector in And indeed, financial sponsors made two of largest contributors to that total came from the period. the top four acquisitions in the sector. In the both the new leading industries of the economy The largest among these acquisitions was more recent of the two deals, a consortium led – pharma, medical & biotech (PMB) and TMT – US media conglomerate Comcast’s €37.9bn by Swiss investment manager Partners Group, as well as old-guard sectors such as industrials bid for European pay television operator Canadian pension funds CDPQ and Ontario & chemicals. Sky – although Comcast’s offer is under Teachers’ Pension Plan agreed to pay €4.6bn Pharma’s dominance threat of being topped by rival Twenty-First for German energy metering business Techem. PMB held first position among sectors in Century Fox as of mid-July. In another major Other sectors making noteworthy showings terms of M&A value with €108.3bn-worth transaction affecting the cable TV segment, in the first half included energy, mining & of deals, bolstered by two blockbuster UK telecoms giant Vodafone agreed to pay utilities, which had the third-highest M&A value pharmaceutical deals. Japan’s Takeda €18.4bn for Liberty Global assets in at €90.5bn, thanks to two mega-deals for Pharmaceutical Company made the biggest and central Europe. The deal, which the two European utilities; and business services, which splash by agreeing to purchase Ireland- sides had been attempting to negotiate for had the third-largest number of deals at 500. based Shire, the producer of rare disease years, sets the stage for Vodafone to become therapies, for €67bn, creating one of the 10 a formidable challenger to Deutsche Telekom largest pharmaceuticals firms in the world. in the German market. In another top-20 transaction, a consortium Financial buyers also got in on the act in the of buyers led by private equity giant CVC European TMT sector. In February, a group of Capital Partners agreed to pay €6.3bn for Danish pension funds, together with Macquarie Italian drug maker Recordati, which also Infrastructure and Real Assets, came together focuses on rare disease medications. Shares in a consortium called DK Telekommunikation of the family-owned firm have significantly to purchase TDC, Denmark’s largest telecoms outperformed European healthcare stocks operator, for €8.5bn. over the last four years, thanks to organic growth and accretive M&A deals.

mergermarket.com Mergermarket Deal Drivers EMEA All Sectors 8

Top deals

Top 20 Announced Deals for Half Year Ending 30 June 2018 – European Targets All Sectors

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

8-May-18 P Takeda Pharmaceutical Company Limited Shire Plc Pharma, Medical & Biotech 67,097

25-Apr-18 P Comcast Corporation Sky Plc Telecoms, Media & Technology 37,916

12-Mar-18 P E.ON SE Innogy SE Energy, Mining & Utilities RWE AG 37,859

23-Mar-18 P Consortium formed by ACS SA; Atlantia SpA; and Hochtief AG Abertis Infraestructuras SA Construction 32,103

11-May-18 P China Three Gorges Corporation Energias de Portugal SA (76.73% stake) Energy, Mining & Utilities 22,947

9-May-18 P Vodafone Group Plc UPC Hungary; UPC Romania; Unitymedia GmbH; and UPC Czech Republic Telecoms, Media & Technology Liberty Global Plc 18,400

27-Mar-18 C GlaxoSmithKline Plc GlaxoSmithKline Consumer Healthcare (36.5% stake) Pharma, Medical & Biotech Novartis AG 10,499

27-Mar-18 P ; and GIC Private Limited Akzo Nobel NV (Specialty chemicals business) Industrials & Chemicals Akzo Nobel NV 10,100

17-Jan-18 C Melrose Plc GKN Plc Industrials & Chemicals 9,890

12-Feb-18 C DK Telekommunikation AS TDC AS Telecoms, Media & Technology 8,551

30-Apr-18 P J Sainsbury Plc ASDA Group Limited Consumer Wal-Mart Stores Inc 8,265

29-Jun-18 P CVC Capital Partners Limited; Public Sector Pension Investment Board; Recordati SpA Pharma, Medical & Biotech Recordati Family 6,340 and StepStone Group

9-Mar-18 L Dana Incorporated GKN plc (Driveline business) Industrials & Chemicals GKN Plc 5,065

30-Jan-18 C Informa PLC UBM Plc Telecoms, Media & Technology 5,006

29-Mar-18 P CME Group Inc NEX Group Plc Financial Services 4,646

25-May-18 P Caisse de Depot et Placement du Quebec; Ontario Teachers' Pension Techem GmbH Industrials & Chemicals Macquarie Infrastructure and Real Assets 4,600 Plan; and Partners Group Holding AG

21-Apr-18 P Stars Group Inc Sky Betting and Gaming Leisure CVC Capital Partners Limited; and Sky Plc 4,540

22-Jan-18 C Bacardi Limited Patrón Spirits International AG Consumer John Paul DeJoria (Private investor) 4,166

22-Feb-18 C CVC Capital Partners Limited; and Corporacion Financiera Alba SA Naturgy (20.07% stake) Energy, Mining & Utilities Repsol SA 3,816

10-Jan-18 P Tele2 AB Com Hem AB Telecoms, Media & Technology 3,714

C= Completed; P= Pending; L= Lapsed

mergermarket.com Mergermarket Deal Drivers EMEA All Sectors 9

Mix of deals by industry sector Mix of deals by industry sector Value Deal Count

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

110 800

100 700

90

600 80

70 500

60 € 400 € 108.3 758 102.7 Value (€bn) Value 50

€ deals of Number 90.5 300 40 562 500 € 30 57.8 417 200

20 € € € 34.8 238 29.9 210 27.4 100 180 € 164 20.4 157 10 € 116 15 € € 10.9 10.1 € € 0.2 1 44 4 29 0 0 Leisure Leisure Defence Defence Consumer Consumer Agriculture Agriculture Real Estate Real Estate Real Construction Construction Transportation Transportation Financial Services Financial Services Financial Business Services Business Services Business Industrials & Chemicals Industrials & Chemicals Industrials Energy, Mining & Utilities Mining Energy, & Utilities Mining Energy, Pharma, Medical & Biotech Medical Pharma, & Biotech Medical Pharma, Telecoms, Media & Technology Media Telecoms, & Technology Media Telecoms,

mergermarket.com Mergermarket Deal Drivers EMEA All Sectors 10

European M&A split by deal size European M&A split by deal size Value Deal Count

900 8,000 24 48 21 187 175 37 173 800 19 185 7,000 19 41 41 190 181 187 196 2,133 700 12 6,000 2,113 € 138 35 336.5 € 13 169 34 252.4 162 2,107 600 € € 154 207.9 298.3 2,257 5,000 1,920 500 € 161.8 1,808 184 € 4,000 106.7 € € €

Value (€bn) Value 117.3 127.2 155.9 13 400 € 27 € deals of Number 112.7 82 € 270.4 € 57 104.9 97.5 3,000 840 300 € € € 4,835 5,199 178.9 183.5 € 161.2 173 4,292 € € 2,000 3,974 149.6 136.1 € 3,628 200 84.4 3,332 € € € € € € 70.2 2,360 66.7 66.8 61.5 € 53.2 60.3 1,000 100 87.8 € € € € € € € 108.8 106.7 21.1 93 91.6 103.6 106.5 € 45.1 0 0 2012 2013 2014 2015 2016 2017 H1 2018 2012 2013 2014 2015 2016 2017 H1 2018

€5m-€250m €251m-€500m €501m-€2000m Value not disclosed Value€5m-€250m €251-500m €2001m-€5000m >€5001m Value€501-€2000m Value€2001m-€5000m >€5001m

mergermarket.com mergermarket.com Mergermarket dominant location of the target is inEurope. that lapsed orwere withdrawn, where the Based onannounced deals, excluding those Value European quarterly M&Aactivity Value (€m) 300,000 200,000 250,000 100,000 150,000 50,000 Deal Value 0 Q1 Q2 2012 Q3 Q4 Moving average trend line Q1 Q2 2013 Q3 Deal Drivers EMEA Q4 Q1 Q2 2014 Q3 Q4 Q1 Q2 2015 Q3 Q4 Q1 All Sectors Q2 2016 Q3 Q4 Q1 Q2 2017 Q3 Q4 Q1 2018 Q2 dominant location of the target is inEurope. that lapsed orwere withdrawn, where the Based onannounced deals, excluding those Count Deal European quarterly M&Aactivity Number of deals 2,000 2,200 Deal Count Deal 1,000 1,400 1,600 1,800 1,200 600 400 800 200 0 Q1 Q2 2012 Q3 Q4 Moving average trend line Q1 Q2 2013 Q3 Q4 Q1 Q2 2014 Q3 Q4 Q1 Q2 2015 Q3 Q4 Q1 Q2 2016 Q3 Q4 Q1 Q2 2017 Q3 Q4 Q1 2018 Q2 11 Mergermarket Deal Drivers EMEA All Sectors 12

European buyouts European exits

Based on announced buyouts, excluding those Based on announced exits, excluding those that lapsed or were withdrawn, where the that lapsed or were withdrawn, where the dominant location of the target is in Europe. dominant location of the target is in Europe.

55,000 400 70,000 300

50,000 350 60,000 250 45,000

300 40,000 50,000

200 35,000 250 Number of deals Number of deals 40,000 30,000

200 150 Value (€m) Value 25,000 (€m) Value 30,000

150 20,000 100

20,000 15,000 100

10,000 50 50 10,000 5,000

0 0 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 2012 2013 2014 2015 2016 2017 2018 2012 2013 2014 2015 2016 2017 2018

Value Deal count Value Deal count

mergermarket.com mergermarket.com Mergermarket and bidder and excludes all buyouts. Based ondominant location of target Value Transatlantic deals Value (€m) 100,000 140,000 120,000 60,000 40,000 80,000 20,000 Total European/North American deals AmericanNorth bidderacquiring aEuropean target European bidderacquiring American aNorth target 0 Q1 Q2 US$ xxx 2012 Q3 Q4 US$ xxx Q1 Q2 US$ xxx 2013 Q3 Deal Drivers EMEA Q4 Q1 Q2 US$ xxx 2014 Q3 Q4 Q1 Q2 US$ xxx 2015 Q3 Q4 Q1 US$ xxx Q2 All Sectors 2016 Q3 Q4 Q1 US$ xxx Q2 2017 Q3 Q4 Q1 2018 Q2 and bidder and excludes all buyouts. Based ondominant location of target Count Deal Transatlantic deals Number of deals 300 200 Total European/North American deals AmericanNorth bidderacquiring aEuropean target European bidderacquiring American aNorth target 350 250 100 150 50 0 Q1 Q2 US$ xxx 2012 Q3 Q4 US$ xxx Q1 Q2 US$ xxx 2013 Q3 Q4 Q1 Q2 US$ xxx 2014 Q3 Q4 Q1 Q2 US$ xxx 2015 Q3 Q4 Q1 US$ xxx Q2 2016 Q3 Q4 Q1 US$ xxx Q2 2017 Q3 Q4 Q1 2018 Q2 13 Mergermarket Deal Drivers EMEA All Sectors 14

Mix of deals by geographic region Mix of deals by geographic region Value Deal Count

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

1.6% 1.7% 4.6% 7.4%

7.1% 22.2%

4.4% 16% 38.7%

17%

9.7% 16.2%

4.7% 7.2% 3.1% 11.1% 18.8% 8.5%

UK & Ireland DACH France UKValue & IrelandValue DACHValue France Italy Iberia Benelux ItalyValue Value IberiaValue Benelux

Nordic Central & Eastern Europe Other NordicValue Value CentralValue & Eastern Europe Other

mergermarket.com Mergermarket Deal Drivers EMEA All Sectors 15

League tables

Financial advisers by value Financial advisers by deal count

H1 2018 H1 2017 Company Name Value Number H1 2018 H1 2017 Company Name Value Number (EUR m) of Deals (EUR m) of Deals

1 1 & Co 271,925 81 1 1 PwC 8,951 131

2 3 262,300 59 2 5 Rothschild & Co 107,774 124

3 5 JPMorgan 229,373 67 3 4 Deloitte 3,490 114

4 6 Citi 203,180 50 4 3 EY 5,158 102

5 4 149,552 64 5 2 KPMG 35,839 93

6 2 Merrill Lynch 135,701 42 6 8 Goldman Sachs & Co 271,925 81

7 31 Evercore 131,860 26 7 7 JPMorgan 229,373 67

8 10 Rothschild & Co 107,774 124 8 6 Lazard 149,552 64

9 23 74,407 32 9 10 Morgan Stanley 262,300 59

10 7 UBS Investment Bank 73,958 39 10 13 Oaklins 1,791 53

The financial adviser league tables by value and volume have been run from 01/01/2018 to 30/06/2018 and exclude lapsed and withdrawn deals. The tables are pan-European and cover all sectors. Legal advisers by value Legal advisers by deal count

H1 2018 H1 2017 Company Name Value Number H1 2018 H1 2017 Company Name Value Number (EUR m) of Deals (EUR m) of Deals

1 2 Freshfields Bruckhaus Deringer 207,773 93 1 1 DLA Piper 49,258 149

2 4 Linklaters 203,182 79 2 3 Baker McKenzie 34,080 104

3 3 Davis Polk & Wardwell 157,956 23 3 2 CMS 29,587 104

4 19 Slaughter and May 135,765 29 4 6 Allen & Overy 97,625 101

5 12 Herbert Smith Freehills 111,740 44 5 11 Freshfields Bruckhaus Deringer 207,773 93

6 15 Clifford Chance 106,310 87 6 4 Clifford Chance 106,310 87

7 23 Allen & Overy 97,625 101 7 5 Linklaters 203,182 79

8 8 Latham & Watkins 92,991 68 8 9 Eversheds Sutherland 3,739 71

9 59 Ashurst 75,171 27 9 7 Latham & Watkins 92,991 68

10 120 Ogier 72,161 3 10 20 Kirkland & Ellis 58,589 67

The legal adviser league tables by value and volume have been run from 01/01/2018 to 30/06/2018 and include lapsed and withdrawn deals. The tables are pan-European and cover all sectors. mergermarket.com Mergermarket Deal Drivers EMEA All Sectors 16

League tables

Financial advisers by value – mid-market (€5m

H1 2018 H1 2017 Company Name Value Number H1 2018 H1 2017 Company Name Value Number (EUR m) of Deals (EUR m) of Deals

1 1 Rothschild & Co 3,347 33 1 5 PwC 2,900 39

2 5 PwC 2,900 39 2 4 Deloitte 1,996 37

3 2 EY 2,747 34 3 2 EY 2,747 34

4 6 Deloitte 1,996 37 4 3 Rothschild & Co 3,347 33

5 34 Barclays 1,438 9 5 1 KPMG 1,416 22

6 4 Lazard 1,418 15 6 6 Lazard 1,418 15

7 49 Morgan Stanley 1,417 8 7 7 BDO 795 15

8 3 KPMG 1,416 22 8 13 ALANTRA 955 12

9 18 Goldman Sachs & Co 1,077 6 9 35 Clearwater International 760 12

10 20 UniCredit Group 964 8 10 18 Oaklins 337 12

The financial adviser mid-market league tables by value and volume have been run from 01/01/2018 to 30/06/2018 and exclude lapsed and withdrawn deals. The tables are pan-European and cover all sectors. Legal advisers by value – mid-market (€5m

H1 2018 H1 2017 Company Name Value Number H1 2018 H1 2017 Company Name Value Number (EUR m) of Deals (EUR m) of Deals

1 4 Baker McKenzie 2,740 36 1 2 Baker McKenzie 2,740 36

2 5 Allen & Overy 2,610 24 2 5 CMS 1,755 32

3 19 Eversheds Sutherland 2,375 26 3 8 Eversheds Sutherland 2,375 26

4 9 CMS 1,755 32 4 1 DLA Piper 1,701 26

5 2 DLA Piper 1,701 26 5 7 Allen & Overy 2,610 24

6 138 Gatti Pavesi Bianchi 1,350 13 6 4 Jones Day 1,301 17

7 10 Herbert Smith Freehills 1,332 15 7 9 Orrick Herrington & Sutcliffe 1,325 16

8 22 Kirkland & Ellis 1,329 10 8 37 PwC legal 925 16

9 26 Orrick Herrington & Sutcliffe 1,325 16 9 15 Squire Patton Boggs 836 16

10 20 Weil Gotshal & Manges 1,303 9 10 19 Herbert Smith Freehills 1,332 15

The legal adviser mid-market league tables by value and volume have been run from 01/01/2018 to 30/06/2018 and include lapsed and withdrawn deals. The tables are pan-European and cover all sectors. mergermarket.com Mergermarket Deal Drivers EMEA All Sectors 17

League tables

PR advisers by value PR advisers by deal count

H1 2018 H1 2017 Company Name Value Number H1 2018 H1 2017 Company Name Value Number (EUR m) of Deals (EUR m) of Deals

1 3 Finsbury Hering Schuppener GPG 178,791 64 1 1 FTI Consulting 131,391 73

2 1 Brunswick Group 143,842 56 2 3 Finsbury Hering Schuppener GPG 178,791 64

3 2 FTI Consulting 131,391 73 3 2 Brunswick Group 143,842 56

4 11 Tulchan Communications 73,961 18 4 4 Citigate Dewe Rogerson 23,193 54

5 7 Ashton Consulting (AMO) 67,097 1 5 5 Maitland (AMO) 63,735 53

6 8 CNC/JKL (Publicis/MSLGROUP) 63,809 30 6 8 Greenbrook Communications 11,808 35

7 9 Maitland (AMO) 63,735 53 7 14 CNC/JKL (Publicis/MSLGROUP) 63,809 30

8 5 Sard Verbinnen & Co 40,631 28 8 12 Barabino & Partners 7,932 29

9 46 Community Group 37,848 15 9 10 Sard Verbinnen & Co 40,631 28

10 40 LLORENTE & CUENCA (AMO) 36,840 9 10 6 Image Sept 12,738 28

The PR adviser league tables by value and volume have been run from 01/01/2018 to 30/06/2018 and exclude lapsed and withdrawn deals. The tables are pan-European and cover all sectors. PR advisers by value – mid-market (€5m

H1 2018 H1 2017 Company Name Value Number H1 2018 H1 2017 Company Name Value Number (EUR m) of Deals (EUR m) of Deals

1 1 FTI Consulting 2,009 32 1 1 FTI Consulting 2,009 32

2 2 Brunswick Group 1,292 11 2 3 Citigate Dewe Rogerson 1,135 18

3 8 Maitland (AMO) 1,205 13 3 6 MHP Communications 865 16

4 6 Citigate Dewe Rogerson 1,135 18 4 8 Maitland (AMO) 1,205 13

5 10 Image Sept 1,130 9 5 5 Finsbury Hering Schuppener GPG 1,105 13

6 4 Finsbury Hering Schuppener GPG 1,105 13 6 2 Brunswick Group 1,292 11

7 5 Sard Verbinnen & Co 1,029 7 7 12 Barabino & Partners 751 11

8 23 MHP Communications 865 16 8 16 Instinctif Partners 687 11

9 7 Barabino & Partners 751 11 9 9 Image Sept 1,130 9

10 19 Instinctif Partners 687 11 10 10 Tulchan Communications 616 8

The PR adviser mid-market league tables by value and volume have been run from 01/01/2018 to 30/06/2018 and exclude lapsed and withdrawn deals. The tables are pan-European and cover all sectors. mergermarket.com Mergermarket Deal Drivers EMEA Financial Services 18

Part of the Acuris report on global M&A activity

Financial Services

mergermarket.com Mergermarket Deal Drivers EMEA Financial Services 19

Financial services Overview

Further information A decade on since the worst ever global threatened by right-wing populism, remain banking deals, Clydesdale and Yorkshire Bank Get in touch financial crisis dragged Europe through the opposed to pan-European mergers. Group proposed an €1.9bn all-share takeover wringer and squeezed M&A dry, the financial offer for Virgin Money, in a deal that would There are rumours of early stage merger services sector is yet to fully recover; unable create a new €4.5bn UK entity. Aaran Fronda talks between UniCredit and its French rival, to move above pre-crisis levels and looking Société Générale. Despite there being obvious Regulatory anxiety among insurers is not as unlikely to come close to bridging the gap this synergies and a willingness from both board high as in other areas of financial services, year, according to Mergermarket data. members to explore the possibility of a tie-up, but Solvency II has been a source of concern H1 has generated just €29.9bn-worth of deals such a deal faces a litany of difficulties: putting over the last five years. With stagnant growth in the sector. This pales in comparison to the Italy’s political problems to one side, regulators in core European markets, insurers have €46.3bn undertaken in the same period in are likely to take a dim view of a merger attempt looked at inorganic options in Central Eastern 2017, a year where a total €88.1bn eventually between two systemically crucial entities. Europe (CEE) and Latin America. Generali changed hands, and is a far further cry from acquired the third-largest insurer in Slovenia A resurgence of deal activity will come down to the €185.9bn the industry executed in 2008. Adriatic Slovenica for €245m, while Austrian how closely President Macron and Chancellor group UNIQA recently posted A cascade of rules and regulations emanating Merkel are willing to work together to promote record-high growth, with its operating profit from Brussels has impacted the distinct lack greater EU integration. Creating the European in CEE growing by 39.5% to €50.4m in 2017. of any major megadeals in the sector. The Banking Authority in 2011 established a pan- memory of the financial crisis is not a distant EU regulator that may serve as a catalyst for Dealmakers are likely to be excited about the one for regulators that remain uncomfortable cross-border M&A, levelling the playing field prospect of further M&A in the space, with asset with the idea of large-scale cross-border through a harmonisation of rules. management remaining one of the few areas in deals. And no wonder, when the Royal Bank European financial services where large cross- Despite this climate, the sector has still seen of Scotland’s disastrous decision to acquire border deals are a likely fixture and driver of some notable deals this year. The largest ABN Amro still carries the ‘one-of-the-worst- activity in a sector bogged down by regulation of these saw CME spend £4.6bn taking takeover-deals-in-recent-history’ label, and political turmoil. over UK-based electronic marketplace, NEX having brought RBS to its knees and left the Group. CME’s strength in the US bond market, UK taxpayer bearing the brunt of a £45bn combined with NEX’s significant share of (€50.9bn) bailout. volume in FX and US fixed income, has helped The former Governor of the Bank of England, the Chicago-based exchange secure a tight Mervyn King, once said: ‘International banks grip in cash markets that support many of its are global in life, but national in death.’ His futures contracts. words clearly continue to resonate with In a regulatory environment that appears to European politicians who, with Brexit looming oppose, rather than promote cross-border and the stability of the European Union mergermarket.com Mergermarket Deal Drivers EMEA Financial Services 20

Top deals

Top 15 Announced Deals for Half Year Ending 30 June 2018 – European Targets Financial Services Sector

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

29-Mar-18 P CME Group Inc NEX Group Plc 4,646

23-Feb-18 P Phoenix Group Holdings Limited Vebnet (Holdings) plc (Undisclosed Majority stake); and Standard Life Standard Life Aberdeen plc 3,326 Assurance Limited (Undisclosed majority stake)

20-Apr-18 C Old Mutual plc (Shareholders) Quilter plc (86.6% stake) Old Mutual Plc 2,839

22-May-18 P Emirates NBD PJSC Deniz Yatirim AS (99.85% stake) Sberbank OAO 2,722

18-Jun-18 P CYBG PLC Virgin Money Holdings (UK) plc 1,911

17-Apr-18 P Intrum Justitia AB/Intesa Sanpaolo SpA JV Intesa Sanpaolo SpA (NPL recovery operations); and Intrum Justitia AB Intrum Justitia AB; and Intesa Sanpaolo SpA 1,764 (Italian operations)

21-Mar-18 C Deposit Insurance Agency Promsvyazbank PJSC (99.9% stake) 1,601

27-Mar-18 P Abanca Corporacion Bancaria SA Portugal Deutsche Bank AG 1,379

28-Feb-18 P Cerberus Capital Management; JC Flowers & Co; GoldenTree ; HSH Nordbank AG (94.9% stake) Free and Hanseatic City of Hamburg; and State of Schleswig-Holstein 1,000 Centaurus Capital Limited; and BAWAG Group AG

10-Apr-18 P Bank BGZ BNP Paribas SA Raiffeisen Bank Polska SA (core bank business) Raiffeisen Bank International AG 775

24-May-18 C Vontobel Holding AG Notenstein La Roche Private Bank Ltd Raiffeisen Schweiz 602

18-Apr-18 P Athora Holding Ltd Generali Belgium SA Assicurazioni Generali SpA 540

18-Apr-18 C Ringkjobing Landbobank Nordjyske Bank AS 488

12-Feb-18 C Bank of Georgia Group PLC (Shareholders) Georgia Capital PLC Bank of Georgia Group PLC 488

8-Feb-18 C NDX Intressenter AB Nordax Group AB (69.96% stake) 471

C= Completed; P= Pending; L= Lapsed

mergermarket.com Mergermarket Deal Drivers EMEA Financial Services 21

Mix of deals by geographic region Mix of deals by geographic region Value Deal count

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

3.3% 9.6% 10.5%

9.7% 32.3%

8.6%

4.9%

1.9% 49.4% 6.7%

6%

6.2%

9.7% 12.9% 8.1%

1.9% 6.9% 11.4%

UK & Ireland DACH France UKValue & IrelandValue DACHValue France Italy Iberia Benelux ItalyValue Value IberiaValue Benelux

Nordic Central & Eastern Europe Other NordicValue Value CentralValue & Eastern Europe Other

mergermarket.com mergermarket.com Mergermarket Industry sector is based onthe dominant industry of the target. withdrawn, where the dominant location of the target is inEurope. Based onannounced deals, excluding those that lapsed orwere Value Quarterly M&Aactivity Value (€m) 40,000 30,000 20,000 35,000 25,000 10,000 15,000 5,000 Deal Value 0 Q1 Q2 2012 Q3 Q4 Moving average trend line Q1 Q2 2013 Q3 Deal Drivers EMEA Deal Drivers Q4 Q1 Q2 2014 Q3 Q4 Q1 Q2 2015 Q3 Q4 Q1 Q2 Financial Services 2016 Q3 Q4 Q1 Q2 2017 Q3 Q4 Q1 2018 Q2 Industry sector is based onthe dominant industry of the target. withdrawn, where the dominant location of the target is inEurope. Based onannounced deals, excluding those that lapsed orwere Count Deal Quarterly M&Aactivity Number of deals Deal Count Deal 100 160 140 120 60 40 80 20 0 Q1 Q2 2012 Q3 Q4 Moving average trend line Q1 Q2 2013 Q3 Q4 Q1 Q2 2014 Q3 Q4 Q1 Q2 2015 Q3 Q4 Q1 Q2 2016 Q3 Q4 Q1 Q2 2017 Q3 Q4 Q1 2018 Q2 22 Mergermarket Deal Drivers EMEA Financial Services 23

League tables

Financial advisers by value Financial advisers by deal count

H1 2018 H1 2017 Company Name Value Number H1 2018 H1 2017 Company Name Value Number (EUR m) of Deals (EUR m) of Deals

1 3 JPMorgan 20,864 7 1 11 PwC 2,345 14

2 2 Morgan Stanley 15,137 5 2 4 Goldman Sachs & Co 12,956 12

3 1 Goldman Sachs & Co 12,956 12 3 5 Deloitte 753 11

4 - Ardea Partners 12,048 1 4 12 Citi 9,817 10

5 4 Citi 9,817 10 5 1 Rothschild & Co 1,265 8

6 15 Barclays 5,250 6 6 2 KPMG 361 8

7 18 Evercore 4,646 5 7 3 JPMorgan 20,864 7

8 7 Bank of America Merrill Lynch 3,861 6 8 31 Barclays 5,250 6

9 9 Fenchurch Advisory Partners 3,610 5 9 13 Bank of America Merrill Lynch 3,861 6

10 25 HSBC 3,326 1 10 39 Lazard 401 6

The financial adviser league tables by value and count have been run from 01/01/2018 to 30/06/2018 and exclude lapsed and withdrawn deals. The tables are pan-European and are based on the following sector: Financial Services. Legal advisers by value Legal advisers by deal count

H1 2018 H1 2017 Company Name Value Number H1 2018 H1 2017 Company Name Value Number (EUR m) of Deals (EUR m) of Deals

1 20 Clifford Chance 23,022 13 1 4 Allen & Overy 6,443 22

2 25 Skadden Arps Slate Meagher & Flom 20,020 3 2 2 Clifford Chance 23,022 13

3 59 Willkie Farr & Gallagher 12,748 8 3 171 CMS 3,354 11

4 28 Bredin Prat 12,261 3 4 15 DLA Piper 468 11

5= 22 Cleary Gottlieb Steen & Hamilton 12,048 1 5 3 Hogan Lovells International 6,793 10

5= - Cravath, Swaine & Moore 12,048 1 6 59 Willkie Farr & Gallagher 12,748 8

5= 120 Debevoise & Plimpton 12,048 1 7 1 Linklaters 570 8

5= - King & Wood Mallesons 12,048 1 8 5 Freshfields Bruckhaus Deringer 1,636 7

9 16 Herbert Smith Freehills 7,959 4 9 13 Chiomenti 2,569 6

10 21 Hogan Lovells International 6,793 10 10 10 Eversheds Sutherland 101 6

The legal adviser league tables by value and count have been run from 01/01/2018 to 30/06/2018 and include lapsed and withdrawn deals. The tables are pan-European and are based on the following sector: Financial Services. mergermarket.com Mergermarket Deal Drivers EMEA Industrials & Chemicals 24

Part of the Acuris report on global M&A activity

Industrials & Chemicals

mergermarket.com Mergermarket Deal Drivers EMEA Industrials & Chemicals 25

Industrials & Chemicals Overview

Further information The industrials & chemicals sector topped the value. The sector dropped to fourth place, as the country moves closer to its March 2019 Get in touch European deal count charts in the first half posting €57.8bn-worth of transactions, down deadline to exit the European Union, there is of this year, as areas ranging from packaging from €78.87bn in H1 2017. The drop could be still time for this to change. materials to electronics and speciality explained by lower availability of targets, rather Joao Grando Global industrial companies have been chemicals attracted the interest of cash-rich than buyers’ demand, which remains strong. increasingly vocal about their discontent with corporates and houses needing to Chemicals was once again among the most Brexit negotiations. BMW, Airbus and Jaguar deploy money. active subsectors, comprising 30% of the Land Rover have been among those indicating Transactions accounted for 22.4% of Europe’s sector’s total value. The space has seen a that they would have to scale back operations total, with 758 deals booked; a slight drop consolidation trend of global players seeking if the UK leaves with a bad deal. from H2 2017’s half-year record (795 deals), to scale up via acquisitions, which is not likely A potential escalation of the US-China trade according to Mergermarket data. to stop very soon as mid-sized chemical war could be a further source of uncertainty. businesses could be seen as targets for the An abundance of private equity dry powder Germany’s Daimler was the first major company larger groups. and debt capital, alongside corporates’ to issue a profit warning blaming the impact of healthier-looking cash positions, helped fuel German-speaking countries held on to their higher trade tariffs. activity throughout the opening half of the year. leading position in industrials & chemicals However, some dealmakers may already be M&A, accounting for approximately a quarter of Six of the top 15 deals across the sector seeing the silver lining as a change in tariffs total deal value and deal count in Europe, while involved buyside financial investors worth could trigger adjustments to corporate the UK and Ireland saw a large increase in H1 close to a combined €30bn. These included strategies, with companies looking for ways to 2018, capturing another quarter of the sector’s Carlyle’s €10.1bn purchase of Akzo Nobel’s keep access to important markets. deal value. specialty chemicals business, the largest deal Overall, dealmakers expect to remain busy in the sector, as well as Advent’s deal to take UK This renewed interest in UK industrial throughout the rest of the year, as the electronics maker Laird private, valued at €1.3bn. businesses resulted in some competitive sale availability of cash and debt capital should processes, as in Melrose’s bidding war with US Among corporate buyers, the largest deals remain strong for the foreseeable future. auto supplier Dana to buy GKN, and family- were Saudi Basic Industries Corp’s purchase China’s comeback as an aggressive buyer, as owned engineering company John Guest’s of 25% in Swiss speciality chemical group it was seen in recent years, could be another sale to Australian strategic Reliance Worldwide, Clariant for €2.01bn, followed by UK-based deal driver in coming months as it relaxes in an auction process that attracted the packaging maker DS Smith’s €1.8bn takeover capital restraints on outbound investment. interest of buyout houses. of Spanish rival Europac. As attested by H1 2018 performance, Brexit In contrast, a lack of the large transformational has had a limited impact on deal activity in deals seen in previous years cost industrials industrials & chemicals in the UK. However, & chemicals pole position in terms of deal mergermarket.com Mergermarket Deal Drivers EMEA Industrials & Chemicals 26

Top deals

Top 15 Announced Deals for Half Year Ending 30 June 2018 – European Targets Industrials & Chemicals Sector

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

27-Mar-18 P The Carlyle Group; and GIC Private Limited Akzo Nobel NV (Specialty chemicals business) Akzo Nobel NV 10,100

17-Jan-18 C Melrose Plc GKN Plc 9,890

9-Mar-18 L Dana Incorporated GKN plc (Driveline business) GKN Plc 5,065

25-May-18 P Caisse de Depot et Placement du Quebec; Ontario Teachers' Pension Plan; Techem GmbH Macquarie Infrastructure and Real Assets 4,600 and Partners Group Holding AG

25-Jan-18 P Saudi Basic Industries Corporation Clariant AG (24.99% stake) Corvex Management; and 40 North Management 2,013

4-Jun-18 P DS Smith Plc Papeles y Cartones de Europa SA 1,801

26-Apr-18 P BASF SE Bayer AG (Additional crop science business) Bayer AG 1,700

19-Mar-18 C Compagnie Generale des Etablissements Michelin SA Fenner Plc 1,462

26-Mar-18 P Givaudan SA Naturex SA 1,460

1-Mar-18 C Corporation Laird Plc 1,311

23-Mar-18 C PAI Partners SAS Albea Services SAS Sun European Partners 1,215

22-May-18 C Vladimir Kremer (Private investor); and Evgeny Olkhovik (Private investor) OC Oerlikon Management AG, Pfaeffikon (23.1% stake) Renova Group of Companies 1,123

26-Apr-18 P LG Electronics Inc; and LG Corp ZKW Group GmbH Ulrich Mommert (Private investor) 1,100

11-Jun-18 P Partners Group Holding AG Ammeraal Beltech Holding BV Advent International Corporation 1,000

16-Apr-18 P Peninsula Capital SaRL; and Space4 Srl Guala Closures SpA (81.22% stake) aPriori Capital Partners; SwanCap Partners GmbH; and NB Renaissance Partners 925

C= Completed; P= Pending; L= Lapsed

mergermarket.com Mergermarket Deal Drivers EMEA Industrials & Chemicals 27

Mix of deals by geographic region Mix of deals by geographic region Value Deal Count

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

1.8% 0.3% 0.8%

5% 5.3% 14.8%

25.8% 15.4%

23.3%

24.2% 11.6%

4.8%

5.5%

6.5% 26.5%

9.6% 6% 12.8%

UK & Ireland DACH France UKValue & IrelandValue DACHValue France Italy Iberia Benelux ItalyValue Value IberiaValue Benelux

Nordic Central & Eastern Europe Other NordicValue Value CentralValue & Eastern Europe Other

mergermarket.com mergermarket.com Mergermarket Industry sector is based onthe dominant industry of the target. withdrawn, where the dominant location of the target is inEurope. Based onannounced deals, excluding those that lapsed orwere Value Quarterly M&Aactivity Value (€m) 60,000 40,000 50,000 30,000 20,000 70,000 10,000 Deal Value 0 Q1 Q2 2012 Q3 Q4 Moving average trend line Q1 Q2 2013 Q3 Deal Drivers EMEA Q4 Q1 Q2 2014 Q3 Q4 Q1 Q2 2015 Q3 Q4 Q1 Q2 Industrials &Chemicals 2016 Q3 Q4 Q1 Q2 2017 Q3 Q4 Q1 2018 Q2 Industry sector is based onthe dominant industry of the target. withdrawn, where the dominant location of the target is inEurope. Based onannounced deals, excluding those that lapsed orwere Count Deal Quarterly M&Aactivity Number of deals Deal Count Deal 400 300 200 450 350 250 100 150 50 0 Q1 Q2 2012 Q3 Q4 Moving average trend line Q1 Q2 2013 Q3 Q4 Q1 Q2 2014 Q3 Q4 Q1 Q2 2015 Q3 Q4 Q1 Q2 2016 Q3 Q4 Q1 Q2 2017 Q3 Q4 Q1 2018 Q2 28 Mergermarket Deal Drivers EMEA Industrials & Chemicals 29

League tables

Financial advisers by value Financial advisers by deal count

H1 2018 H1 2017 Company Name Value Number H1 2018 H1 2017 Company Name Value Number (EUR m) of Deals (EUR m) of Deals

1 11 JPMorgan 32,289 14 1 2 PwC 602 30

2 8 Rothschild & Co 17,059 27 2 5 Rothschild & Co 17,059 27

3 1 Goldman Sachs & Co 16,605 16 3 1 Deloitte 265 25

4 109 RBC Capital Markets 16,354 3 4 4 EY 830 23

5 7 Citi 14,566 10 5 6 Lincoln International 1,086 21

6 9 Lazard 14,203 11 6 3 KPMG 136 21

7 14 UBS Investment Bank 13,518 8 7 9 Goldman Sachs & Co 16,605 16

8 13 HSBC 12,709 4 8 15 JPMorgan 32,289 14

9 36 Evercore 10,577 3 9 18 ALANTRA 500 14

10 284 The Valence Group 10,100 1 10 7 Lazard 14,203 11

The financial adviser league tables by value and count have been run from 01/01/2018 to 30/06/2018 and exclude lapsed and withdrawn deals. The tables are pan-European and are based on the following sectors: Automotive; Chemicals & Materials; Industrials – electronics; automation and products and services; and Manufacturing – other. Legal advisers by value Legal advisers by deal count

H1 2018 H1 2017 Company Name Value Number H1 2018 H1 2017 Company Name Value Number (EUR m) of Deals (EUR m) of Deals

1 1 Linklaters 18,149 14 1 1 DLA Piper 3,765 30

2 14 Cravath, Swaine & Moore 17,266 3 2 8 Freshfields Bruckhaus Deringer 13,448 19

3 18 Kirkland & Ellis 17,130 11 3 2 Baker McKenzie 2,800 19

4 177 Slaughter and May 16,981 6 4 3 CMS 1,619 19

5 71 Simpson Thacher & Bartlett 14,054 2 5 5 Latham & Watkins 9,089 15

6 42 Clifford Chance 13,546 12 6 9 White & Case 713 15

7 2 Freshfields Bruckhaus Deringer 13,448 19 7 7 Linklaters 18,149 14

8 41 Herbert Smith Freehills 13,290 10 8 84 Skadden Arps Slate Meagher & Flom 8,937 14

9 84 Norton Rose Fulbright 11,594 6 9 4 Jones Day 706 14

10 237 Van Doorne 11,500 4 10 66 Loyens & Loeff 5,366 13

The legal adviser league tables by value and count have been run from 01/01/2018 to 30/06/2018 and include lapsed and withdrawn deals. The tables are pan-European and are based on the following sectors: Automotive; Chemicals & Materials; Industrials – electronics, automation and products and services; and Manufacturing – other. mergermarket.com Mergermarket Deal Drivers EMEA Energy, Mining & Utilities 30

Part of the Acuris report on global M&A activity

Energy, Mining & Utilities

mergermarket.com Mergermarket Deal Drivers EMEA Energy, Mining & Utilities 31

Energy, Mining & Utilities Overview

Further information The first half of this year has seen a swing The evolution of renewable energy as a Moreover, changes in the UK tax legislation Get in touch in deal flow away from upstream oil and gas commercially viable investment proposition, may have contributed to a slowdown in North acquisitions back towards power and utilities without subsidies, has been, and will continue Sea deals in the short term but are expected megadeals, resulting in an impressive spike in to be, a key theme in power and utilities M&A. to increase the attractiveness of the UK basin Patrick Harris total values but a nosedive in total deal count to new investors when they come into effect in The demand for regulated assets is as strong across the European energy, mining & utilities the autumn. Also, OPEC production increases as ever and dominated by low yield investors (EMU) sectors. could see oil prices cool, which in turn could such as pension funds. The question is whether lead to deal flow increases. As the combined deal value in H1 2018 rose by there are available targets to meet that M&A 86% to €90.5bn from €48.7bn in the equivalent demand. However, with new assets sales on, or Mining is a mixed bag, with no deals featuring period last year, deal count suffered a 24.4% coming to market, such as Orsted’s distribution among the top 20 EMU transactions in H1. drop to 180 deals versus 238 in H1 2017. business in Denmark and DEPA in Greece, that Africa and the CIS are the usual location of does not seem to be the case. M&A targets within mining in EMEA, but there Combined, EMU accounted for 17.8% of total has been a conspicuous lack of chunky asset European deal value during H1 2018, compared The oil & gas market upturn that began last deals to make it into the top rankings. to 11.1% a year earlier, yet the equivalent year is not reflected in H1 statistics, with only volume of deals slipped to 5.3% from 6.2%. QIA’s investment into Rosneft and Blackstone In southern Africa, changes in leadership and Blue Water’s further investment into Mime creates optimism long-term but potential Furthermore, data skews to the DACH and Petroleum qualifying within the top 10 deals. short-term deal hesitation. Lonmin is a prime Iberia regions, driven by listed power and utility example: although it falls in H2 2017, the deals, with the DACH region accounting for During the 2015-2016 downturn, vendors’ deal is taking longer to close because of the 42.9% of deal values and Iberia 39.3%. hopes for a return to high prices kept value new competition authority rule book under correlations apart. Now, with the oil price E.ON’s €37.9bn acquisition of innogy, and incoming president Cyril Ramaphosa. spiking above US$70-dollars-a-barrel, a hike the subsequent acquisition of the former has returned, hopefully temporarily, in sellers’ However, H2 2018 could see mining swing back two companies’ power generation assets value expectations. into the limelight, with deals such as Volcan by RWE, is the latest example of Germany’s Investments buying out the Vedanta minority clean Energiewende energy policy. This deal Last year saw a higher number of deals shareholders, and then potentially pursuing was all about E.ON doubling down on energy because the oil price was relatively constant deals with Anglo American, already underway. networks and retail, and RWE consolidating around US$60-a-barrel, and this allowed power generation. largely private equity-backed, big-ticket transactions. However, the last six months In Iberia, China Three Gorges’ controlling stake have been dominated by smaller deals by acquisition of Portugal’s EDP tops the bill of these new players and incumbents as they such deals so far this year. preen and trim portfolios into shape.

mergermarket.com Mergermarket Deal Drivers EMEA Energy, Mining & Utilities 32

Top deals

Top 15 Announced Deals for Half Year Ending 30 June 2018 – European Targets Energy, Mining & Utilities Sector

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

12-Mar-18 P E.ON SE Innogy SE RWE AG 37859

11-May-18 P China Three Gorges Corporation Energias de Portugal SA (76.73% stake) 22,947

22-Feb-18 C CVC Capital Partners Limited; and Corporacion Financiera Alba SA Naturgy (20.07% stake) Repsol SA 3,816

4-May-18 P Qatar Investment Authority Rosneft Oil Company OAO (9.18% stake) Glencore Plc 3,700

18-Apr-18 P Total SA Direct Energie SA 2,607

7-Feb-18 C TerraForm Power Inc Saeta Yield SA 2,450

4-Apr-18 C Universities Superannuation Scheme Limited; ATP Group; CNIC Corporation Redexis Gas SA (50.1% stake) Goldman Sachs Infrastructure Partners 2,015 Limited; and Guoxin Guotong Fund

11-May-18 P China Three Gorges Corporation EDP Renovaveis SA 1,115

17-Mar-18 P IFM Investors FCC Aqualia SA (49% stake) Fomento de Construcciones y Contratas SA 1024

23-Mar-18 C Elia System Operator NV 50Hertz Transmission GmbH (20% stake) IFM Investors 989

27-Feb-18 C ContourGlobal Acciona Termosolar Group Acciona Energy SA 962

25-Jan-18 C Blackstone Group; and Blue Water Energy Mime Petroleum AS (Undisclosed stake) 805

29-Jun-18 C Dalmore Capital Limited; and The Pensions Infrastructure Platform EDF Renewables Limited (550MW of UK wind farms) (49% stake) EDF Renewables Limited 792

27-Jun-18 P Repsol SA Viesgo Espana SL (low-emission electricity generation assets and gas and electricity retail business) Viesgo Espana SL 750

26-Jan-18 P China Datang Corporation NovEnergia II (75% stake) 750

C= Completed; P= Pending; L= Lapsed

mergermarket.com Mergermarket Deal Drivers EMEA Energy, Mining & Utilities 33

Mix of deals by geographic region Mix of deals by geographic region Value Deal Count

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

0.2%

6.4% 3.4% 3.9% 2.8% 1.5% 12.8% 19.9%

6.1%

42.9% 16.7%

5%

39.4%

12.2% 7.8%

3.2% 15.6% 0.2%

ValueUK & IrelandValue DACHValue France UKValue & IrelandValue DACHValue France ItalyValue Value IberiaValue Benelux ItalyValue Value IberiaValue Benelux

NordicValue Value CentralValue & Eastern Europe Other NordicValue Value CentralValue & Eastern Europe Other

mergermarket.com mergermarket.com Mergermarket of the target. in Europe. Industry sector is based onthe dominant industry were withdrawn, where the dominant location of the target is Based onannounced deals, excluding those that lapsed or Value Quarterly M&Aactivity Value (€m) 60,000 90,000 40,000 50,000 30,000 80,000 20,000 70,000 10,000 Deal Value 0 Q1 Q2 2012 Q3 Q4 Moving average trend line Q1 Q2 2013 Q3 Deal Drivers EMEA Q4 Q1 Q2 2014 Q3 Q4 Q1 Q2 2015 Q3 Q4 Q1 Q2 Energy, Mining &Utilities 2016 Q3 Q4 Q1 Q2 2017 Q3 Q4 Q1 2018 Q2 of the target. in Europe. Industry sector is based onthe dominant industry were withdrawn, where the dominant location of the target is Based onannounced deals, excluding those that lapsed or Count Deal Quarterly M&Aactivity Number of deals Deal Count Deal 100 150 125 50 25 75 0 Q1 Q2 2012 Q3 Q4 Moving average trend line Q1 Q2 2013 Q3 Q4 Q1 Q2 2014 Q3 Q4 Q1 Q2 2015 Q3 Q4 Q1 Q2 2016 Q3 Q4 Q1 Q2 2017 Q3 Q4 Q1 2018 Q2 34 Mergermarket Deal Drivers EMEA Energy, Mining & Utilities 35

League tables

Financial advisers by value Financial advisers by deal count

H1 2018 H1 2017 Company Name Value Number H1 2018 H1 2017 Company Name Value Number (EUR m) of Deals (EUR m) of Deals

1 1 Citi 70,167 9 1 11 Rothschild & Co 43,960 15

2 4 Bank of America Merrill Lynch 65,335 9 2 2 Lazard 64,412 10

3 2 Lazard 64,412 10 3 1 Citi 70,167 9

4 26 Rothschild & Co 43,960 15 4 7 Bank of America Merrill Lynch 65,335 9

5 7 Goldman Sachs & Co 43,635 7 5 12 PwC 3,700 9

6 11 BNP Paribas 38,082 2 6 8 Goldman Sachs & Co 43,635 7

7 10 Deutsche Bank 38,048 2 7 42 Barclays 1,808 7

8 - Perella Weinberg Partners 37,859 1 8 9 Morgan Stanley 27,232 6

9 9 Morgan Stanley 27,232 6 9 5 Société Générale 7,947 6

10 32 Millennium 24,062 2 10 20 Macquarie Group 2,149 6

The financial adviser league tables by value and count have been run from 01/01/2018 to 30/06/2018 and exclude lapsed and withdrawn deals. The tables are pan-European and are based on the following sectors: Energy; Mining; and Utilities. Legal advisers by value Legal advisers by deal count

H1 2018 H1 2017 Company Name Value Number H1 2018 H1 2017 Company Name Value Number (EUR m) of Deals (EUR m) of Deals

1 1 Linklaters 67,220 10 1 1 Clifford Chance 8,374 15

2 2 Allen & Overy 43,268 14 2 5 Allen & Overy 43,268 14

3 13 Freshfields Bruckhaus Deringer 40,129 4 3 2 Linklaters 67,220 10

4 - Milbank Tweed Hadley & McCloy 38,017 3 4 3 Orrick Herrington & Sutcliffe 901 10

5= 38 Gibson Dunn & Crutcher 37,859 1 5 42 King & Wood Mallesons 25,322 8

5= 175 Hengeler Mueller 37,859 1 6 34 Cuatrecasas 3,773 7

7 22 King & Wood Mallesons 25,322 8 7 6 Eversheds Sutherland 893 7

8 43 MLGTS Morais Leitao Galvao Teles Soares Da Silva & Associados 24,062 3 8 27 Shearman & Sterling 4,276 6

9 77 Serra Lopes, Cortes Martins & Associados (SLCM) 24,062 2 9 29 Thommessen 1,193 6

10 29 Uria Menendez 9,243 4 10 8 Herbert Smith Freehills 820 6

The legal adviser league tables by value and count have been run from 01/01/2018 to 30/06/2018 and include lapsed and withdrawn deals. The tables are pan-European and are based on the following sectors: Energy; Mining; and Utilities. mergermarket.com Mergermarket Deal Drivers EMEA Consumer 36

Part of the Acuris report on global M&A activity

Consumer

mergermarket.com Mergermarket Deal Drivers EMEA Consumer 37

Consumer Overview

Further information M&A activity in Europe’s consumer sector that had put money down at the outset of The drinks segment is awash with M&A activity, Get in touch started slowly this year, as a combination of this business cycle. The dearth of deals, albeit on a smaller scale than the megadeal high valuations and macroeconomic jitters put the optimist would posit, was only because in 2016 between AB InBev and SABMiller. a deep freeze on dealmaking. buysiders’ willingness to pay failed to grow AB InBev is still consolidating SABMiller and Deane McRobie apace with sellers’ expectations. may yet take its time before it looks again at The sector’s H1 performance mirrored that making a major addition to its portfolio, but seen six months earlier, with €27bn-worth J Sainsbury’s cash-and-shares acquisition it and its peers are in the market for smaller Barbara Pianese of deals taking place since January and of its UK-based grocery peer Asda from craft brewers. Recent acquisitions include €28bn throughout H2 2017, according to Walmart is the highest-profile retail deal Heineken’s purchase of a stake in Beavertown Mergermarket data. But both figures pale in this year. Walmart will own 42% of the post- and Lion’s takeover of Fourpure. comparison to the €85bn in M&A during the merger entity; the deal was presented as first six months of 2017. an acquisition by Sainsbury’s of Asda but Spirits suppliers are similarly looking to will function as an acquisition by Walmart transition into the craft space. Bacardi opened While deal value changed little versus that of of Sainsbury’s. Sainsbury’s may be seeking the year by acquiring Patrón, a premium spirit the previous six months, the number of deals shelter from Amazon’s expansion into the portfolio. Diageo – having bought George struck collapsed. In the first quarter of this UK grocery market. Clooney’s tequila brand Casamigos last year year, 232 deals were announced, which falls for US$1bn (€860m) – is seeking buyers within the sector’s lower range of quarterly deal Other UK grocers may look to find similarly of four more pedestrian spirit brands – count in recent years. Yet it was in the second creative ways to Amazon-proof themselves. Goldschlager, Myer’s Rum, Popov and Romana. quarter when the bottom fell out: a mere 185 Last month, Tesco, fresh from a vertical deals were made. The last time the sector saw consolidation of wholesaler Booker, entered As macroeconomic conditions in the coming so few deals was Q2 2010 (181 deals). into a supply co-operation agreement with months are likely to discourage empire-building Carrefour; industry observers have noted the mergers in the consumer sector, expect to see A pessimist would point to Europe’s lower- potential – and the limited antitrust risk – of a companies instead use M&A to focus on what than-expected GDP growth at the start of merger down the line. they already do best. this year as a sign of a contrary turn in the business cycle. Things appear especially As grocers consolidate, their negotiating grim on this side of the Channel. As the UK leverage over suppliers invariably grows – no lurches towards a calamitous break with the matter what they tell antitrust regulators. In EU, inflationary fears and fragile consumer turn, suppliers have rationale to consolidate confidence are causes for concern. to preserve their own bargaining power. Overlapping confectioners Burton’s and Fox’s An optimist may blame sellers’ lofty price Biscuits reported merger talks towards the expectations for this year’s slowdown. The end of last year to preserve their margins and businesses that were sold fetched record- market share by teaming up. breaking multiples, vindicating vendors mergermarket.com Mergermarket Deal Drivers EMEA Consumer 38

Top deals

Top 15 Announced Deals for Half Year Ending 30 June 2018 – European Targets Consumer Sector

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

30-Apr-18 P J Sainsbury Plc ASDA Group Limited Wal-Mart Stores Inc 8,265

22-Jan-18 C Bacardi Limited Patrón Spirits International AG John Paul DeJoria (Private investor) 4,166

16-Feb-18 C VTB Bank OAO Magnit OJSC (29.1% stake) Sergey Galitskiy (Private investor) 1,957

16-Mar-18 P Japan Tobacco Inc Donskoy Tabak JSC Ivan Savvidis (Private investor) 1,421

27-Feb-18 P Motor Fuel Limited MRH (GB) Limited Lone Star Funds 1,361

23-Jan-18 P JSC DIXY Yug DIXY Group (77.13% stake) Prosperity Capital Management Limited 898

22-Mar-18 C M.Video Eldorado Limited Safmar Industrial & Financial Group JSC 644

10-May-18 P Canadian Tire Corporation Limited Helly Hansen AS Teachers' Private Capital 642

9-Feb-18 P Shandong Ruyi Investment Limited Bally International AG (Undisclosed majority stake) JAB Holdings BV 571

15-Jan-18 C Bell Food Group AG Hugli Holding AG 436

6-Feb-18 C SFAM FNAC Darty SA (11% stake) Knight Vinke Asset Management 335

12-Jun-18 P Canica AS Arcus ASA (66.63% stake) 303

29-Jun-18 P Freenet AG Ceconomy AG (9.1% stake) 277

12-Jun-18 P BC Partners Limited Forno d'Asolo SpA 21 Partners SpA 275

26-Apr-18 P XXXLutz KG POCO Service AG (50% stake) Steinhoff International Holdings Ltd 266

C= Completed; P= Pending; L= Lapsed

mergermarket.com Mergermarket Deal Drivers EMEA Consumer 39

Mix of deals by geographic region Mix of deals by geographic region Value Deal Count

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

0.5% 1.4% 10.1% 16.1% 21%

14.9% 40.2%

5.9% 17.9%

0.1% 3.1% 9.4% 4%

2.4%

7.4% 12.2%

22.8% 10.6%

ValueUK & IrelandValue DACHValue France UKValue & IrelandValue DACHValue France ItalyValue Value IberiaValue Benelux ItalyValue Value IberiaValue Benelux

NordicValue Value CentralValue & Eastern Europe Other NordicValue Value CentralValue & Eastern Europe Other

mergermarket.com mergermarket.com Mergermarket Industry sector is based onthe dominant industry of the target. withdrawn, where the dominant location of the target is inEurope. Based onannounced deals, excluding those that lapsed orwere Value Quarterly M&Aactivity Value (€m) 100,000 140,000 120,000 60,000 40,000 80,000 20,000 Deal Value 0 Q1 Q2 2012 Q3 Q4 Moving average trend line Q1 Q2 2013 Q3 Deal Drivers EMEA Q4 Q1 Q2 2014 Q3 Q4 Q1 Q2 2015 Q3 Q4 Q1 Q2 Consumer 2016 Q3 Q4 Q1 Q2 2017 Q3 Q4 Q1 2018 Q2 Industry sector is based onthe dominant industry of the target. withdrawn, where the dominant location of the target is inEurope. Based onannounced deals, excluding those that lapsed orwere Count Deal Quarterly M&Aactivity Number of deals Deal Count Deal 300 200 250 100 150 50 0 Q1 Q2 2012 Q3 Q4 Moving average trend line Q1 Q2 2013 Q3 Q4 Q1 Q2 2014 Q3 Q4 Q1 Q2 2015 Q3 Q4 Q1 Q2 2016 Q3 Q4 Q1 Q2 2017 Q3 Q4 Q1 2018 Q2 40 Mergermarket Deal Drivers EMEA Consumer 41

League tables

Financial advisers by value Financial advisers by deal count

H1 2018 H1 2017 Company Name Value Number H1 2018 H1 2017 Company Name Value Number (EUR m) of Deals (EUR m) of Deals

1 11 Morgan Stanley 16,868 5 1 5 Rothschild & Co 9,577 17

2 21 11,017 4 2 2 KPMG 601 17

3 5 UBS Investment Bank 10,430 5 3 4 EY 317 15

4 7 Rothschild & Co 9,577 17 4 1 PwC 271 14

5 1 Goldman Sachs & Co 8,675 8 5 14 Oaklins 129 14

6 8 Bank of America Merrill Lynch 8,561 7 6 3 Deloitte 1,327 12

7 4 Lazard 7,935 8 7 9 Goldman Sachs & Co 8,675 8

8 10 Citi 6,098 3 8 6 Lazard 7,935 8

9 3 JPMorgan 3,353 5 9 15 Bank of America Merrill Lynch 8,561 7

10 - Peter J Solomon Company 2,535 2 10 16 Morgan Stanley 16,868 5

The financial adviser league tables by value and count have been run from 01/01/2018 to 30/06/2018 and exclude lapsed and withdrawn deals. The tables are pan-European and are based on the following sector: Consumer – retail, food and other. Legal advisers by value Legal advisers by deal count

H1 2018 H1 2017 Company Name Value Number H1 2018 H1 2017 Company Name Value Number (EUR m) of Deals (EUR m) of Deals

1 4 Kirkland & Ellis 8,775 9 1 2 DLA Piper 432 16

2 68 Slaughter and May 8,475 3 2 5 CMS 444 11

3 18 Linklaters 8,327 4 3 8 Clifford Chance 1,619 10

4 30 Gibson Dunn & Crutcher 8,324 2 4 15 Kirkland & Ellis 8,775 9

5 197 Mayer Brown 8,277 2 5 4 Allen & Overy 1,869 9

6 17 Freshfields Bruckhaus Deringer 7,412 7 6 7 Eversheds Sutherland 6 9

7 1 Davis Polk & Wardwell 6,662 4 7 1 Baker McKenzie 152 8

8 3 Jones Day 4,236 3 8 12 Dentons - 8

9 63 Loyens & Loeff 4,166 3 9 29 Freshfields Bruckhaus Deringer 7,412 7

10 - Covington & Burling 4,166 1 10 9 Latham & Watkins 1,104 7

The legal adviser league tables by value and count have been run from 01/01/2018 to 30/06/2018 and include lapsed and withdrawn deals. The tables are pan-European and are based on the following sector: Consumer – retail, food and other. mergermarket.com Mergermarket Deal Drivers EMEA Telecoms, Media 42 & Technology

Part of the Acuris report on global M&A activity

Telecoms, Media & Technology

mergermarket.com Mergermarket Deal Drivers EMEA Telecoms, Media 43 & Technology

Telecoms, Media & Technology Overview

Further information Propelled by the ongoing international M&A Telecoms carrier M&A recorded a €38.6bn earlier this year was the second-largest media Get in touch saga surrounding Rupert Murdoch’s 21st deal value year-to-date, compared to €6.9bn deal and the fourth biggest TMT deal in Europe. Century Fox’s entertainment assets and its in H1 2017 – a 459.4% increase. Tarsus and DMGT’s events businesses are ripple effect on the bidding war between among the UK exhibition companies expected Yining Su The long-rumoured sale of Liberty Global’s Comcast and Fox for control of UK-based to attract buyer interest from larger peers and German and eastern-European cable networks pay-TV provider Sky, European TMT deal private equity firms this year as the industry to Vodafone for €18.4bn was finally realised, value recorded its highest H1 deal value of continues to consolidate. Amy-Jo Crowley marking a significant move to consolidate the past decade. Dealmaking in the sector the fragmented European telecoms sector. Payments companies, meanwhile, are fetching almost tripled to €102.7bn (473 deals) If approved by regulators, Vodafone will be higher premiums as rival payment providers from €35.4bn (562 deals) in H1 2017. in a better position to seriously challenge look to expand their range of products and Competition from the likes of Netflix and Deutsche Telekom’s dominance in Germany geographical reach in search of scale amid Amazon is putting increased pressure on with its T-Mobile brand, and accelerate its a consolidation wave. Commerce platform established media groups to consolidate. convergence strategy in key CEE markets. iZettle’s €1.9bn sale to PayPal shows that a In their attempt to stay relevant, content loss-making VC-backed company can attract Norwegian telecoms company Telenor took providers and distributors are left with high premiums. iZettle raised €200m in VC steps to exit CEE after selling its mobile no option but to join forces or fight over funding and was valued at €950m at its last business networks in Hungary, Bulgaria, the best remaining assets. Those market funding round in December 2017, despite Montenegro and Serbia to Netherlands- forces are at the heart of the tussle over posting a €22.2m loss in 2017. based, CEE-focused fund PPF Group, for Sky and the recently approved merger €2.8bn. The disposal allows Telenor to focus between AT&T and Time Warner in the on Scandinavia, where it owns both fixed and US. In the UK, they will continue to fuel mobile networks, and Asian mobile markets. speculations about the fate of ITV. It also beefs up PPF’s telecoms portfolio Danish telco TDC’s €2bn bid for Sweden’s in CEE, which already includes O2’s mobile Modern Times Group’s broadcasting and business in Slovakia and the Czech telecoms entertainment business is another such infrastructure business Cetin. example. The deal, however, was scrapped Swedish investment group Kinnevik, meantime, weeks later when DK Telekommunikation backed a €3.7bn plan to combine two of its – controlled by a consortium including largest shareholdings – Tele2 and Com Hem – Macquarie Infrastructure and Real Assets, into one, in another convergence deal. and Danish pension funds PFA, PKA and ATP – offered €8.5bn to buy TDC. Elsewhere, B2B businesses continue to attract high multiples. Informa’s €5bn takeover of UBM

mergermarket.com Mergermarket Deal Drivers EMEA Telecoms, Media 44 & Technology

Top deals

Top 15 Announced Deals for Half Year Ending 30 June 2018 – European Targets Telecoms, Media & Technology Sector

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

25-Apr-18 P Comcast Corporation Sky Plc 37,916

9-May-18 P Vodafone Group Plc UPC Hungary; UPC Romania; Unitymedia GmbH; and UPC Czech Republic Liberty Global Plc 18,400

12-Feb-18 C DK Telekommunikation AS TDC AS 8,551

30-Jan-18 C Informa PLC UBM Plc 5,006

10-Jan-18 P Tele2 AB Com Hem AB 3,714

29-Jun-18 P Sony Corporation EMI Music Publishing Limited (60.2% stake) David Geffen; GSO Capital Partners; Jynwel Capital Limited; and Mubadala Capital 3,000

21-Mar-18 P PPF Group NV Telenor Hungary Ltd; Telenor doo; Telenor Montenegro; Telenor Bulgaria EAD; Telenor ASA 2,800 and Telenor Common Operation Zrt

22-Jan-18 C Compagnie Financiere Richemont SA YOOX Net-A-Porter Group (YNAP) (75.03% stake) 2,646

01/Feb/18 L TDC AS Modern Times Group MTG AB (Nordic entertainment and studio businesses) Modern Times Group MTG AB 2,057

26-Feb-18 C GTT Communications Inc Interoute Communications Limited Sandoz Family Foundation; Crestview Partners; and Aleph Capital Partners 1,900

17-May-18 P PayPal Holdings Inc iZettle AB Intel Capital; Index Ventures; MCI Capital SA; SEB ; Northzone Ventures AS; 1,864 Creandum; Hasso Plattner Ventures Management GmbH; Zouk Capital; Dawn Capital; 83 North Ltd; and Santander InnoVentures

20-Apr-18 P ION Investment Group Limited Fidessa Group Plc 1,659

21-Feb-18 L Temenos Group AG Fidessa Group Plc 1,513

16-Apr-18 C Edizione Srl Cellnex Telecom SA (29.9% stake) Abertis Infraestructuras SA 1,489

23-May-18 P Intermediate Capital Group Plc IRIS Software Group Limited HgCapital 1,482

C= Completed; P= Pending; L= Lapsed

mergermarket.com Mergermarket Deal Drivers EMEA Telecoms, Media 45 & Technology

Mix of deals by geographic region Mix of deals by geographic region Value Deal Count

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

1.7%

3.9% 1.8% 7.7%

14.4% 28.8%

15.7%

0.3%

5.1% 50.4%

3.4%

1.7% 10.3%

14.4% 5.5% 19.1% 3.9% 11.9%

ValueUK & IrelandValue DACHValue France UKValue & IrelandValue DACHValue France ItalyValue Value IberiaValue Benelux ItalyValue Value IberiaValue Benelux

NordicValue Value CentralValue & Eastern Europe Other NordicValue Value CentralValue & Eastern Europe Other

mergermarket.com mergermarket.com Mergermarket Industry sector is based onthe dominant industry of the target. withdrawn, where the dominant location of the target is inEurope. Based onannounced deals, excluding those that lapsed orwere Value Quarterly M&Aactivity Value (€m) 60,000 90,000 40,000 50,000 30,000 80,000 20,000 70,000 10,000 Deal Value 0 Q1 Q2 2012 Q3 Q4 Moving average trend line Q1 Q2 2013 Q3 Deal Drivers EMEA Q4 Q1 Q2 2014 Q3 Q4 Q1 Q2 2015 Q3 Q4 Q1 Q2 & Technology Telecoms, Media 2016 Q3 Q4 Q1 Q2 2017 Q3 Q4 Q1 2018 Q2 Industry sector is based onthe dominant industry of the target. withdrawn, where the dominant location of the target is inEurope. Based onannounced deals, excluding those that lapsed orwere Count Deal Quarterly M&Aactivity Number of deals Deal Count Deal 300 200 350 250 100 150 50 0 Q1 Q2 2012 Q3 Q4 Moving average trend line Q1 Q2 2013 Q3 Q4 Q1 Q2 2014 Q3 Q4 Q1 Q2 2015 Q3 Q4 Q1 Q2 2016 Q3 Q4 Q1 Q2 2017 Q3 Q4 Q1 2018 Q2 46 Mergermarket Deal Drivers EMEA Telecoms, Media 47 & Technology

League tables

Financial advisers by value Financial advisers by deal count

H1 2018 H1 2017 Company Name Value Number H1 2018 H1 2017 Company Name Value Number (EUR m) of Deals (EUR m) of Deals

1 1 Morgan Stanley 73,372 10 1 1 EY 2,192 17

2 8 Robey Warshaw 56,316 2 2 2 Deloitte 239 17

3 29 Barclays 54,648 7 3 3 Rothschild & Co 11,342 16

4 5 Bank of America Merrill Lynch 51,188 11 4 11 Goldman Sachs & Co 42,037 14

5 3 Goldman Sachs & Co 42,037 14 5 10 GCA Corporation 104 13

6 31 Evercore 41,963 6 6 7 JPMorgan 20,638 12

7 - PJT Partners 37,916 1 7 13 Arma Partners 2,658 12

8 15 LionTree Advisors 33,465 4 8 31 Bank of America Merrill Lynch 51,188 11

9 4 UBS Investment Bank 21,002 8 9 9 Morgan Stanley 73,372 10

10 9 JPMorgan 20,638 12 10 6 KPMG 632 10

The financial adviser league tables by value and count have been run from 01/01/2018 to 30/06/2018 and exclude lapsed and withdrawn deals. The tables are pan-European and are based on the following sectors: Computer – software, hardware and semiconductors; Telecoms – hardware and carriers; Internet/e–Commerce; and Media. Legal advisers by value Legal advisers by deal count

H1 2018 H1 2017 Company Name Value Number H1 2018 H1 2017 Company Name Value Number (EUR m) of Deals (EUR m) of Deals

1 16 Freshfields Bruckhaus Deringer 66,752 19 1 5 Baker McKenzie 10,938 27

2 64 Herbert Smith Freehills 41,314 13 2 2 CMS 19,498 23

3 141 Davis Polk & Wardwell 41,128 6 3 1 DLA Piper 10,171 22

4 49 Travers Smith 39,148 9 4 25 Freshfields Bruckhaus Deringer 66,752 19

5 6 Slaughter and May 24,781 7 5 8 White & Case 12,538 18

6 12 Shearman & Sterling 22,114 10 6 9 Allen & Overy 3,307 17

7 27 CMS 19,498 23 7 19 Linklaters 14,090 16

8 37 Hengeler Mueller 18,400 5 8 6 Jones Day 1,926 16

9 - Lakatos, Koves and Partners 18,400 1 9 7 Goodwin Procter 2,407 14

10 17 Clifford Chance 15,180 11 10 21 Herbert Smith Freehills 41,314 13

The legal adviser league tables by value and count have been run from 01/01/2018 to 30/06/2018 and include lapsed and withdrawn deals. The tables are pan-European and are based on the following sectors: Computer – software, hardware and semiconductors; Telecoms – hardware and carriers; and Internet/e–Commerce; and Media. mergermarket.com Mergermarket Deal Drivers EMEA Transportation 48

Part of the Acuris report on global M&A activity

Transportation

mergermarket.com Mergermarket Deal Drivers EMEA Transportation 49

Transportation Overview

Further information Pending trade agreement changes in light of some distance from 2013’s high of 2,330. The dry bulk sector has continued to see larger Get in touch Brexit and lower freight rates have negatively players pile into cheap vessel acquisitions after As such, acquirers have been cautious of impacted M&A across Europe’s transportation years of over-hang in excessive vessel supply. sealing deals and are instead waiting to see sector as values dropped significantly in the This was apparent in May via the sixth largest Elaine Green if rates rise and the market subsequently first half of 2018. deal of the space, when Norway’s Songa improves dealmaking conditions. Bulk struck a deal with Greek giant, Star Bulk At €10.9bn, European transportation deal The UK’s decision to depart the EU has Carriers, for €375m. It also landed the eighth values spiralled spectacularly compared to become a distraction across all industries. biggest deal in April buying 16 vessels from the €31.3bn seen 12 months earlier, according The transport sector faces untold uncertainty Augustea Atlantica & York Capital Management. to Mergermarket data. Volume was also lower as negotiations between the UK and EU this year; 116 transportation and logistics deals Railway deals were also back on track surrounding trade agreements and customs took place during this year’s first half, versus making up two of the top four deals in the unions remain deadlocked. The outcome of 139 during the equivalent period in 2017. sector. In February, Italian railway company these discussions will go some way to settle Italo – Nuovo Trasporto Viaggiatori – opted Only four €1bn-plus deals took place this first the uncertainty surrounding freight and to accept an improved takeover offer from six months, which equalled €7bn combined. transportation companies. Global Infrastructure Partners (GIP), having This pales in comparison against the €23bn After Brexit, the ease of movement between initially flirted with floating the business. GIP that changed hands over seven such deals the UK and other countries might not be as had initially offered €1.9bn, excluding debt, but in H1 2017. Furthermore, while sold this year’s smooth as at present, which may determine ended up paying €2.38bn. most-expensive transport business, reaping how and when M&A in the sector is shaped. €2.6bn after divesting Scandlines Aps to First Elsewhere, the Greek government is expected State Investments and Hermes Investment Taxes on goods transported between the EU to launch a tender to privatise 30% of Athens Management, this came nowhere near fellow and the UK may additionally impact trade and International Airport (AIA), in H2 2018 whereas private equity, Blackstone, which in June last ultimately affect the appeal of cross-border Croatia Airlines has drawn strategic interest year conducted its own secondary sale of related deals until the outcome of these from LOT Polish Airlines and the Munich- Europe to China Investment Corp negotiations becomes more transparent. headquartered fund 4K Invest, EX-YU. for €12.3bn. Shipping nonetheless dominated the bulk of Disruptive technologies, such as automated Following a period of low freight rates, a steady activity, accounting for five of the 15 largest transport plans, and Artificial Intelligence start- rise over the last two years has yet to reach transportation deals this year. While private ups will continue to create M&A momentum the level market observers were expecting, equity played its part, other key deals of note across the smaller deal and fund-raising space, further putting a damper on deals this year. include Turkish operator, UN Ro-Ro Isletmeleri, speakers at a recent sector conference in being sold to Denmark’s DFDS for €950m, Athens said. They mentioned the ‘Uber factor’ The Baltic Dry Index is hovering around a making it the fifth largest transportation deal where online and automated technologies are healthy 1,475 points having collapsed to an all- of H1. disrupting everything from taxis to shipping. time 290-point low in early 2016, yet remains mergermarket.com Mergermarket Deal Drivers EMEA Transportation 50

Top deals

Top 15 Announced Deals for Half Year Ending 30 June 2018 – European Targets Transportation Sector

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

26-Mar-18 P First State Investments; and Hermes Investment Management Scandlines Aps 3i Group Plc 2,562

11-Feb-18 C Global Infrastructure Partners Nuovo Trasporto Viaggiatori SpA 2,383

19-Jun-18 P Cerberus Capital Management LP Worldwide Flight Services Platinum Equity LLC 1,200

02-Mar-18 C Atlantia SpA Groupe Eurotunnel SE (15.49% Stake) Goldman Sachs Infrastructure Partners 1,056

12-Apr-18 C DFDS AS U.N Ro-Ro Isletmeleri AS Esas Holding AS; and Actera Group 950

27-Feb-18 C TAV Havalimanlari Holding AS Fraport IC Ictas Antalya Havalimanı Terminal Yatırım ve Isletmeciligi AS (48.99% IC Ibrahim Cecen Yatırım Holding AS 360 Stake); and Fraport IC Ictas Havalimani Isletme AS (49% Stake)

20-Apr-18 P Star Bulk Carriers Corp Augustea Atlantica & York capital management (16 Vessels) York Capital Management; and Augustea Atlantica SpA 352

14-May-18 C Star Bulk Carriers Corp Songa Bulk AS (15 dry bulk vessels) Songa Bulk AS 274

22-Mar-18 C King Street Capital Management LP; Jaime Castellanos (Private investor); Jon Riberas (Private Moovecars (Undisclosed Majority Stake) 200 investor); Pedro del Corro (Private investor); and Rafael Garcia Tapia (Private investor)

25-Apr-18 C Meridia Capital; Rijn Capital BV; HRS Management LLC; Rocinante; and Elysium LLC Volotea SL (Undisclosed Majority Stake) CCMP Capital Advisors LLC; and Corpfin Capital SA 195

21-Mar-18 C GasLog Partners LP GasLog Ltd (Gibraltar) GasLog Ltd 168

07-Mar-18 C Nippon Express Co Ltd Traconf Srl 145

27-Mar-18 C FedEx Corporation P2P Mailing Limited The Delivery Group Limited 105

07-Mar-18 C EmergeVest Limited C M Downton (Haulage Contractors) Limited Downton Family 84

05-Jan-18 P Ceynak Lojistik ve Ticaret AS Tekirdag Port Republic of Turkey Prime Ministry Privatisation Administration 77

C= Completed; P= Pending; L= Lapsed

mergermarket.com Mergermarket Deal Drivers EMEA Transportation 51

Mix of deals by geographic region Mix of deals by geographic region Value Deal Count

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

1.1% 3.9% 5.2% 14.4% 5.2% 15.5%

0.4% 21.4%

21.6% 10.3%

28.3%

16.4%

11.2% 26.5%

3.8% 6% 8.6% 0.2%

ValueUK & IrelandValue DACHValue France UKValue & IrelandValue DACHValue France ItalyValue Value IberiaValue Benelux ItalyValue Value IberiaValue Benelux

NordicValue Value CentralValue & Eastern Europe Other NordicValue Value CentralValue & Eastern Europe Other

mergermarket.com mergermarket.com Mergermarket Industry sector is based onthe dominant industry of the target. withdrawn, where the dominant location of the target is inEurope. Based onannounced deals, excluding those that lapsed orwere Value Quarterly M&Aactivity Value (€m) 20,000 10,000 14,000 12,000 16,000 18,000 4,000 2,000 8,000 6,000 Deal Value 0 Q1 Q2 2012 Q3 Q4 Moving average trend line Q1 Q2 2013 Q3 Deal Drivers EMEA Q4 Q1 Q2 2014 Q3 Q4 Q1 Q2 2015 Q3 Q4 Q1 Q2 Transportation 2016 Q3 Q4 Q1 Q2 2017 Q3 Q4 Q1 2018 Q2 Industry sector is based onthe dominant industry of the target. withdrawn, where the dominant location of the target is inEurope. Based onannounced deals, excluding those that lapsed orwere Count Deal Quarterly M&Aactivity Number of deals Deal Count Deal 60 40 50 30 80 20 70 10 0 Q1 Q2 2012 Q3 Q4 Moving average trend line Q1 Q2 2013 Q3 Q4 Q1 Q2 2014 Q3 Q4 Q1 Q2 2015 Q3 Q4 Q1 Q2 2016 Q3 Q4 Q1 Q2 2017 Q3 Q4 Q1 2018 Q2 52 Mergermarket Deal Drivers EMEA Transportation 53

League tables

Financial advisers by value Financial advisers by deal count

H1 2018 H1 2017 Company Name Value Number H1 2018 H1 2017 Company Name Value Number (EUR m) of Deals (EUR m) of Deals

1 15 Rothschild & Co 4,945 4 1 3 Citi 2,564 5

2 - Jamieson Corporate Finance 3,762 2 2 1 PwC 122 5

3 8 Deutsche Bank 3,512 3 3 29 EY 8 5

4 2 Goldman Sachs & Co 3,439 2 4 12 Rothschild & Co 4,945 4

5 3 Citi 2,564 5 5 2 Morgan Stanley 2,345 4

6 47 Macquarie Group 2,562 2 6 - BDO 60 4

7 18 UniCredit Group 2,443 3 7 10 Deutsche Bank 3,512 3

8= - Barclays 2,383 1 8 24 UniCredit Group 2,443 3

8= 16 Credit Suisse 2,383 1 9 9 KPMG 84 3

8= 13 Mediobanca 2,383 1 10 - Jamieson Corporate Finance 3,762 2

The financial adviser league tables by value and count have been run from 01/01/2018 to 30/06/2018 and exclude lapsed and withdrawn deals. The tables are pan-European and are based on the following sector: Transportation. Legal advisers by value Legal advisers by deal count

H1 2018 H1 2017 Company Name Value Number H1 2018 H1 2017 Company Name Value Number (EUR m) of Deals (EUR m) of Deals

1 39 Baker McKenzie 4,712 5 1 14 DLA Piper - 7

2= 1 Clifford Chance 2,562 3 2 5 Baker McKenzie 4,712 5

2= 112 Gorrissen Federspiel 2,562 3 3 105 Eversheds Sutherland 10 4

4 - Bruun & Hjejle 2,562 1 4 3 CMS - 4

5 13 Latham & Watkins 2,383 3 5= 1 Clifford Chance 2,562 3

6 10 BonelliErede 2,383 1 5= 112 Gorrissen Federspiel 2,562 3

7 27 Linklaters 1,200 2 7 12 Latham & Watkins 2,383 3

8 74 Kirkland & Ellis 1,134 3 8 36 Kirkland & Ellis 1,134 3

9= - Bredin Prat 1,056 1 9 - Pedersoli Studio Legale 603 3

9= - Sullivan & Cromwell 1,056 1 10 2 BA-HR 375 3

The legal adviser league tables by value and count have been run from 01/01/2018 to 30/06/2018 and include lapsed and withdrawn deals. The tables are pan-European and are based on the following sector: Transportation. mergermarket.com Mergermarket Deal Drivers EMEA Pharma, Medical & Biotech 54

Part of the Acuris report on global M&A activity

Pharma, Medical & Biotech

mergermarket.com Mergermarket Deal Drivers EMEA Pharma, Medical & Biotech 55

Pharma, Medical & Biotech Overview

Further information The European PMB sector is the gift that keeps and infectious disease businesses on that provide software systems for clinical trial Get in touch on giving, again providing the largest deal of the block. management and compliance, such as German the year – Takeda Pharmaceutical’s proposed Pharmalex, which is in the process of being Major drug players are frantically scouring €67bn acquisition of Shire – continuing its M&A sold, have proven particularly attractive. Mintoi Chessa-Florea innovative biotech firms with high upside bull run seen in recent years. potential aware that assets with proven and Other sponsor-backed assets poised to come Overall dealmaking in the PMB sector was tested technologies do not come cheap. to market, such as Swedish dialysis clinics buoyant in H1, with Q2 2018 recording the chain operator Diaverum, owned by Bridgepoint Elsewhere, Novartis acquired gene therapy highest European quarterly deal value on since 2007, may soon jump onto the high exit specialist AveXis for $7.4bn (€6bn) in April, record, with €90.5bn-worth of M&A activity multiple bandwagon and become available. adding a promising experimental drug for over 124 deals. rare neurological disorders to its portfolio, The stiff competition private equity players The year began in buoyant fashion, with a which could be developed for other bring to the table during auction processes series of deals conducted by free-spending genetic conditions. may propel big pharma to forge relationships French pharma giant Sanofi, including its with biotechs through partnerships and co- More recently, as part of its plan to refocus acquisitions of haemophilia and rare blood development agreements early on, with a view operations, Novartis confirmed it will press disorders specialist Bioverativ for $10.9bn to establishing an exploratory relationship ahead with plans to spin-off its underperforming (€8.9bn) and just one week later, Belgian ahead of a full takeover. eye-care division Alcon, which generates $7bn nanobody specialist Ablynx for $4.6bn (€3.7bn). (€6bn) of annual sales. A number of midmarket private equity exits Sanofi’s spending spree does not come as are still anticipated to come to fruition in the Cross-border M&A has also grabbed the a surprise. In recent years, it has refocused coming months, which should keep numbers headlines thanks to Takeda’s avid appetite resources into biotechnology and new solid in terms of volume and value of deals in for European assets. The Japanese company medicines: In April, it sold generics business, the PMB sector in H2 2018. acquired Belgian-Spanish pharmaceutical Zentiva, to Advent International for €1.9bn company TiGenix for €476m in January and It would come as little surprise if players having last year conducted an €11.4bn asset is now awaiting shareholder approval to such as Sanofi, which has been eyeing swap of its animal health business, Merial, with complete its acquisition of Shire. assets in the US, strike more deals before Boehringer’s consumer healthcare division. the end of the year, maintaining the sector’s The record-breaking deal gives the UK & Others have followed suit, selling units unable high M&A momentum. Ireland a 74.6% share of European dealmaking to compete unless they have global scale, as values, whereas the number of deals in the is typically the case with consumer healthcare. sector accounts for just 18.9% of those As such, Germany’s Merck sold its consumer conducted in H1. health business to Procter & Gamble for €3.4bn in April while Ireland-headquartered Private equity has shown consistent activity Allergan has placed both of its women’s health in healthcare’s services sector. Companies mergermarket.com Mergermarket Deal Drivers EMEA Pharma, Medical & Biotech 56

Top deals

Top 15 Announced Deals for Half Year Ending 30 June 2018 – European Targets Pharma, Medical & Biotech Sector

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

8-May-18 P Takeda Pharmaceutical Company Limited Shire Plc 67,097

27-Mar-18 C GlaxoSmithKline Plc GlaxoSmithKline Consumer Healthcare (36.5% stake) Novartis AG 10,499

29-Jun-18 P CVC Capital Partners Limited; Public Sector Pension Investment Board; and Recordati SpA Recordati Family 6,340 StepStone Group

29-Jan-18 C Sanofi SA Ablynx NV 3,679

19-Apr-18 P Procter & Gamble Company Merck KGaA (Consumer Health Business) Merck KGaA 3,400

16-Apr-18 C Temasek Holdings Pte Ltd Bayer AG (3.61% stake) 3,058

16-Apr-18 P Les Laboratoires Servier SAS Shire Plc (Oncology business) Shire Plc 1,942

16-May-18 P Sivantos Pte Ltd Widex AS 1,920

28-Jun-18 P Advent International Corporation Zentiva Group AS Sanofi SA 1,900

18-May-18 P CVC Capital Partners Limited; Ilmarinen Mutual Pension Insurance Company; Mehilainen Oy & Co; and Triton Partners 1,800 Varma Mutual Pension Insurance Company; and LocalTapiola Group

11-Apr-18 C Alexion Pharmaceuticals Inc Wilson Therapeutics AB Abingworth; HealthCap; MVM Partners; and NeoMed Management AS 591

31-May-18 P InfraVia Capital Partners Mater Private Group HarbourVest Partners 500

5-Jan-18 C Takeda Pharmaceutical Company Limited Tigenix NV (96.1% stake) 476

25-Mar-18 C Cerba HealthCare SAS Groupe Bio7 Ardian; and Frederic Barroux (Private investor) 450

25-Jan-18 C Dechra Pharmaceuticals Plc AST Farma BV; and Le Vet Beheer BV Stichting Beheer Hippo; and Stichting Beheer Stokstaart 340

C= Completed; P= Pending; L= Lapsed

mergermarket.com Mergermarket Deal Drivers EMEA Pharma, Medical & Biotech 57

Mix of deals by geographic region Mix of deals by geographic region Value Deal Count

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

0.8% 4.8% 2% 5.5% 4.3% 18.9% 0.6%

6.1% 18.5% 0.9%

6.7%

6.3% 18.5%

12.2% 74.6%

10.5% 8.8%

ValueUK & IrelandValue DACHValue France UKValue & IrelandValue DACHValue France ItalyValue Value IberiaValue Benelux ItalyValue Value IberiaValue Benelux

NordicValue Value CentralValue & Eastern Europe Other NordicValue Value CentralValue & Eastern Europe Other

mergermarket.com mergermarket.com Mergermarket Industry sector is based onthe dominant industry of the target. withdrawn, where the dominant location of the target is inEurope. Based onannounced deals, excluding those that lapsed orwere Value Quarterly M&Aactivity Value (€m) 100,000 60,000 90,000 40,000 50,000 30,000 80,000 20,000 70,000 10,000 Deal Value 0 Q1 Q2 2012 Q3 Q4 Moving average trend line Q1 Q2 2013 Q3 Deal Drivers EMEA Q4 Q1 Q2 2014 Q3 Q4 Q1 Q2 2015 Q3 Q4 Q1 Q2 Pharma, Medical &Biotech 2016 Q3 Q4 Q1 Q2 2017 Q3 Q4 Q1 2018 Q2 Industry sector is based onthe dominant industry of the target. withdrawn, where the dominant location of the target is inEurope. Based onannounced deals, excluding those that lapsed orwere Count Deal Quarterly M&Aactivity Number of deals Deal Count Deal 100 160 140 120 60 40 80 20 0 Q1 Q2 2012 Q3 Q4 Moving average trend line Q1 Q2 2013 Q3 Q4 Q1 Q2 2014 Q3 Q4 Q1 Q2 2015 Q3 Q4 Q1 Q2 2016 Q3 Q4 Q1 Q2 2017 Q3 Q4 Q1 2018 Q2 58 Mergermarket Deal Drivers EMEA Pharma, Medical & Biotech 59

League tables

Financial advisers by value Financial advisers by deal count

H1 2018 H1 2017 Company Name Value Number H1 2018 H1 2017 Company Name Value Number (EUR m) of Deals (EUR m) of Deals

1 8 JPMorgan 99,541 10 1 3 PwC 884 16

2 6 Goldman Sachs & Co 93,869 11 2 1 Rothschild & Co 9,126 12

3 5 Citi 79,499 4 3 8 Goldman Sachs & Co 93,869 11

4 7 Morgan Stanley 75,389 6 4 4 JPMorgan 99,541 10

5= 24 Evercore 67,097 1 5 5 EY 707 10

5= 58 Nomura Holdings 67,097 1 6 13 Deloitte 127 10

7 3 Lazard 15,104 5 7 - Jamieson Corporate Finance 1,200 9

8 - Greenhill & Co 10,499 1 8 22 UniCredit Group - 8

9 11 Rothschild & Co 9,126 12 9 18 Morgan Stanley 75,389 6

10 - Guggenheim Partners 8,992 2 10 9 Lazard 15,104 5

The financial adviser league tables by value and count have been run from 01/01/2018 to 30/06/2018 and exclude lapsed and withdrawn deals. The tables are pan-European and are based on the following sectors: Pharmaceuticals; Medical; and Biotechnology. Legal advisers by value Legal advisers by deal count

H1 2018 H1 2017 Company Name Value Number H1 2018 H1 2017 Company Name Value Number (EUR m) of Deals (EUR m) of Deals

1 9 Slaughter and May 77,596 2 1 3 Latham & Watkins 70,839 12

2 14 Linklaters 75,976 8 2 8 Kirkland & Ellis 21,551 11

3 29 Davis Polk & Wardwell 71,418 4 3 19 PwC legal 1,927 11

4 22 Latham & Watkins 70,839 12 4 2 Freshfields Bruckhaus Deringer 27,049 10

5 72 Arthur Cox 67,814 5 5 16 Linklaters 75,976 8

6 35 Ashurst 67,097 2 6 5 Goodwin Procter 6,254 8

7= 24 Fried Frank Harris Shriver & Jacobson 67,097 1 7 9 Jones Day 3,636 8

7= - Mori Hamada & Matsumoto 67,097 1 8 12 Weil Gotshal & Manges 14,606 7

7= - Mourant Ozannes 67,097 1 9 20 White & Case 8,616 7

7= - Nagashima Ohno & Tsunematsu 67,097 1 10 7 Baker McKenzie 2,335 7

7= - Nishimura & Asahi 67,097 1

7= - Ogier 67,097 1

The legal adviser league tables by value and count have been run from 01/01/2018 to 30/06/2018 and include lapsed and withdrawn deals. The tables are pan-European and are based on the following sectors: Pharmaceuticals; Medical; and Biotechnology. mergermarket.com Mergermarket Deal Drivers EMEA The Middle East 60 & North Africa

Part of the Acuris report on global M&A activity

The Middle East & North Africa MENA

mergermarket.com Mergermarket Deal Drivers EMEA The Middle East 61 & North Africa

The Middle East & North Africa Overview

Further information For a region such as the Middle East & North ADNOC dominates the list of largest deals Away from the EMU space, financial services Get in touch Africa, where so much of its economy and conducted within the region during H1, registered the second-highest deal value, subsequent M&A activity hinges on the price acting as vendor in seven of the top dozen. at €1.6bn across nine deals, followed by of oil, recovery this year has been instrumental Selling stakes in its Umm Lulu concession, the real estate sector – two deals worth a Patrick Harris in pushing transaction values, whereas social Sateh Al Razboot concession, Lower Zakum combined €844m. reforms could play a further part in greater Off Shore concession and Umm Shaif and The region has long been considered deal diversification. Nasr fields to Mubadala-owned Compania Ruth McKee AlGhamdi overbanked and there are signs that this could Espanola de Petroleos SA (CEPSA), Total, The region attracted a total of €11.8bn lead to further activity across the sector as a Eni and PetroChina amounted to €4bn. across 70 transactions this year, according period of consolidation could be on the horizon. to Mergermarket data. This is now on par by Beyond activity at a NOC and IOC level, there While the region’s reliance on the price of oil number of deals worth a combined €8.4bn has been a rash of deals and potential deals dictates the majority of dealflow, government conducted during the equivalent period in 2017. in the oil and gas mid-market, with the London reforms designed to attract more foreign listing of Israel-focused Energean a prime Unsurprisingly, EMU recorded the most deals – investment and stimulate local economies is example of returning liquidity and dealmaking. 15 – that reached a combined €7.1bn, with energy increasing business confidence and is likely to Egypt has a fertile market to accommodate responsible for nine of 10 largest transactions. play a greater role in M&A activity. mid-tier M&A, as have other North African In this half-year, there have been 13 EMU deals countries, as well as Iraqi Kurdistan. In May the UAE cabinet approved steps that in the Middle East, just three deals short of the will allow foreign investors to fully own UAE- The oilfield service sector has borne the brunt full year record set in 2014, when 16 such deals based businesses by year-end. The maximum of the oil market’s downturn since 2014, with took place. investment allowed under today’s rules stands operators cutting back on field commissioning at 49%. The region’s national oil behemoths – and costs. However, those equipment and Abu Dhabi National Oil Company (ADNOC); service providers that have survived are now This should boost cross-border M&A, Mubadala; ENOC; Kuwait Petroleum Corp; in a position to grow again. This has been encouraging international companies to invest and, of course, Saudi Aramco, are positioning reflected in deals, including KCA Deutag in the country more heavily while also opening themselves as nimbler, less oil-focused, Drilling’s €536m takeover of Dalma Energy. the doors for investors to buy out existing local international players. This has been evident in JV partners. As oil prices rebound, there is a more positive the rash of concession sell-downs in the Gulf, sentiment in the energy sector for M&A as chiefly led by ADNOC as it looks to open companies think about growth, Taher Majidi, assets up to international players, and in turn Associate Partner and MENA Energy Leader, redeploy capital into growth areas, such as M&A at EY said. renewables, infrastructure and downstream.

mergermarket.com Mergermarket Deal Drivers EMEA The Middle East 62 & North Africa

Top deals

Top 15 Announced Deals for Half Year Ending 30 June 2018 – The Middle East & North Africa All Sectors (Based On Target, Excludes Israel)

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

18-Feb-18 C Compania Espanola de Petroleos SAU Abu Dhabi National Oil Company (Umm Lulu concession) (20% Stake); and Abu Dhabi Abu Dhabi National Oil Company 1,200 National Oil Company (Sateh Al Razboot concession) (20% Stake)

18-Mar-18 C Total SA Abu Dhabi National Oil Company (Lower Zakum Off Shore Concession) (5% Stake); and Abu Abu Dhabi National Oil Company 1,179 Dhabi National Oil Company (Umm Shaif and Nasr fields) (20% Stake)

08-Mar-18 P Sanlam Ltd; and Santam Limited Saham Finances SA (53.37% Stake) Moulay Hafid Elalamy (Private Investor); and Ghita Lahlou El Yacoubi (Private Investor) 849

07-May-18 P Aldar Properties PJSC Tourism Development & Investment Company PJSC (portfolio of 14 operating real estate Tourism Development & Investment Company 844 assets)

11-Mar-18 C Mubadala Petroleum LLC Zohr oil field (10% Stake) Eni SpA 759

11-Mar-18 C Eni SpA Abu Dhabi National Oil Company (Lower Zakum Off Shore Concession) (5% Stake); and Abu Abu Dhabi National Oil Company 711 Dhabi National Oil Company (Umm Shaif and Nasr fields) (10% Stake)

05-Mar-18 C KCA Deutag Drilling Limited Dalma Energy LLC (Omani and Saudi Arabian businesses) Dalma Energy LLC 536

10-Feb-18 C ONGC Videsh Limited; Indian Oil Corporation (IOC); and Abu Dhabi National Oil Company (Lower Zakum Off Shore Concession) (10% Stake) Abu Dhabi National Oil Company 490 Bharat PetroResources Limited

21-Mar-18 C PetroChina Company Limited Abu Dhabi National Oil Company (Lower Zakum Off Shore Concession) (10% Stake) Abu Dhabi National Oil Company 488

26-Feb-18 C Inpex Corporation Abu Dhabi National Oil Company (Lower Zakum Off Shore Concession) (10% Stake) Abu Dhabi National Oil Company 486

21-Mar-18 C PetroChina Company Limited Abu Dhabi National Oil Company (Umm Shaif and Nasr fields) (10% Stake) Abu Dhabi National Oil Company 465

23-Mar-18 C Itochu Corporation West Qurna 1 Oil Field (19.6% Stake) Royal Dutch Shell Plc 446

25-Mar-18 P The National Agricultural Development Company Al Safi Danone Danone SA; and Al Faisaliah Group Holding Co Limited 437

26-Feb-18 C Qatar Foundation Vodafone Qatar (22.95% Stake) Vodafone Group Plc 304

05-Apr-18 C Indian Oil Corporation (IOC) Mukhaizna Oil Field (17% Stake) Royal Dutch Shell Plc 268

C= Completed; P= Pending; L= Lapsed

mergermarket.com mergermarket.com Mergermarket dominant industry of the target. East (excl. Israel) Africa. orNorth Industry sector is based onthe withdrawn, where the dominant location of the target is inthe Middle Based onannounced deals, excluding those that lapsed orwere Value Mix of deals by industry sector Value (€m) 5000 2,500 6,250 7,500 3,750 1,250 0 145.2 Industrials & Chemicals € 1,623 Financial Services € 198.5 Business Services € Deal Drivers EMEA 641.2 Consumer € 7,112 Energy, Mining & Utilities € 658.7

TMT € 48 Leisure € € Transportation 0 & North Africa& North The MiddleEast 357.3 Pharma, Medical & Biotech € 188.5 Construction € 844 Real Estate € 13.7 Agriculture € industry of the target. (excl. Israel) Africa. orNorth Industry sector is based onthe dominant withdrawn, where the dominant location of the target is inthe Middle East Based onannounced deals, excluding those that lapsed orwere Count Deal Mix of deals by industry sector Number of deals 10 16 14 12 0 6 4 2 8

Industrials & Chemicals 8

Financial Services 9

Business Services 8

Consumer 8

Energy, Mining & Utilities 15

Telecoms, Media & Technology 8

Leisure 2

Transportation 0

Pharma, Medical & Biotech 6

Construction 2

Real Estate 2

Agriculture 1 63 mergermarket.com Mergermarket is inthe Middle East (excl. Israel) Africa. orNorth were withdrawn, where the dominant location of the target Based onannounced deals, excluding those that lapsed or Value Quarterly M&Aactivity Value (€m) 10,000 14,000 12,000 16,000 4,000 2,000 8,000 6,000 Deal Value 0 Q1 Q2 2012 Q3 Q4 Moving average trend line Q1 Q2 2013 Q3 Deal Drivers EMEA Q4 Q1 Q2 2014 Q3 Q4 Q1 Q2 2015 Q3 Q4 Q1 Q2 & North Africa& North The MiddleEast 2016 Q3 Q4 Q1 Q2 2017 Q3 Q4 Q1 2018 Q2 is the the Middle East (excl. Israel) Africa. orNorth were withdrawn, where the dominant location of the target Based onannounced deals, excluding those that lapsed or Count Deal Quarterly M&Aactivity Number of deals Deal Count Deal 40 30 20 45 35 25 10 15 0 5 Q1 Q2 2012 Q3 Q4 Moving average trend line Q1 Q2 2013 Q3 Q4 Q1 Q2 2014 Q3 Q4 Q1 Q2 2015 Q3 Q4 Q1 Q2 2016 Q3 Q4 Q1 Q2 2017 Q3 Q4 Q1 2018 Q2 64 Mergermarket Deal Drivers EMEA The Middle East 65 & North Africa

League tables

Financial advisers by value Financial advisers by deal count

H1 2018 H1 2017 Company Name Value Number H1 2018 H1 2017 Company Name Value Number (EUR m) of Deals (EUR m) of Deals

1 1 Goldman Sachs & Co 5,986 4 1 4 Goldman Sachs & Co 5,986 4

2 2 Morgan Stanley 3,437 2 2 13 Rothschild & Co 1,312 4

3 - Sberbank 2,722 1 3 2 JPMorgan 349 4

4 - UBS Investment Bank 2,090 2 4 1 EY 27 3

5 7 Credit Suisse 2,013 2 5 5 Morgan Stanley 3,437 2

6 6 HSBC 2,013 1 6 - UBS Investment Bank 2,090 2

7 20 Rothschild & Co 1,312 4 7 17 Credit Suisse 2,013 2

8 - Investec 849 1 8 21 Lazard 446 2

9 12 Lazard 446 2 9 8 Bank of America Merrill Lynch 257 2

10 3 JPMorgan 349 4 10= 47 KPMG - 2

10= - Restrukturierungspartner jwt & Co KG - 2

The financial adviser league tables by value and count have been run from 01/01/2018 to 30/06/2018 and exclude lapsed and withdrawn deals. The tables are based on dominant target, bidder or seller company geography being the Middle East and North Africa excluding Israel, and cover all sectors. Legal advisers by value Legal advisers by deal count

H1 2018 H1 2017 Company Name Value Number H1 2018 H1 2017 Company Name Value Number (EUR m) of Deals (EUR m) of Deals

1 10 Clifford Chance 6,236 5 1 1 Allen & Overy 3,562 15

2 5 Shearman & Sterling 5,292 9 2 3 Shearman & Sterling 5,292 9

3 15 Allen & Overy 3,562 15 3 7 Freshfields Bruckhaus Deringer 986 7

4 11 Cleary Gottlieb Steen & Hamilton 3,257 3 4 4 Clifford Chance 6,236 5

5 2 White & Case 3,019 3 5 44 Clyde & Co - 5

6 - Weil Gotshal & Manges 3,000 1 6 2 Baker McKenzie 712 4

7 16 Herbert Smith Freehills 2,722 2 7 12 Eversheds Sutherland 508 4

8= - Binder Groesswang Rechtsanwaelte 2,722 1 8 14 Cleary Gottlieb Steen & Hamilton 3,257 3

8= - Paksoy Attorneys at Law 2,722 1 9 6 White & Case 3,019 3

8= 79 Yegin Ciftci Attorney Partnership (YCAP) 2,722 1 10 - King & Spalding 843 3

The legal adviser league tables by value and count have been run from 01/01/2018 to 30/06/2018 and include lapsed and withdrawn deals. The tables are based on dominant target, bidder or seller company geography being the Middle East and North Africa excluding Israel, and cover all sectors. mergermarket.com DRIVE M&A DEALS, RAISE CAPITAL, AND MANAGE REGULATORY FILINGS

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Criteria Contacts

Head of Research Energy, Mining & Utilities Advertising Opportunities The following notes pertain to data contained Data underlying the League Tables are based Giovanni Amodeo Patrick Harris Erik Wickman in this publication: on deals where the bidder, target or seller [email protected] geography of either is that of the geography Consumer + (1) 212 686 3329 Deals are included where the deal value is in focus. Lana Vilner Deane McRobie, Barbara Pianese greater than or equal to US$5m. (in London) Mid-market is defined as €5-€250m. Asia-Pacific Where no deal value has been disclosed, deals Gerry Tee Telecoms, Media & Technology Yining Su, Amy-Jo Crowley are included if the turnover of the target is All data included is correct as of 07 July 2018. EMEA greater than or equal to US$10m. Andrea Putaturo Transportation League Tables correct as of 17 July 2018. Elaine Green Deals where the effective stake acquired is All Sectors less than 30% will only be included if the value Top deals correct as of 07 July 2018. Ezekiel Pfeifer Pharma, Medical & Biotech is greater than US$100m. Mintoi Chessa-Florea For a full version of the Mergermarket M&A Financial Services Aaran Fronda The Middle East & North Africa Deals are included in the graphs and Top deal database inclusion and league table Patrick Harris, Ruth McKee Deals in each section based on the dominant criteria, go to: Industrials & Chemicals AlGhamdi geography and dominant sector of the www.mergermarket.com/pdf/deal_criteria.pdf Joao Grando target company.

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