Monthly M&A Insider

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

Global overview 01 Americas: Latin America 05 North America 13 Asia-Pacific 25 Europe 39 middle east & africa 49

mergermarket Monthly M&A Insider

Part of The Mergermarket Group www.mergermarket.com

80 Strand 895 Broadway #4 Suite 2401-3 London, WC2R 0RL New York, NY 10003 Grand Millennium Plaza United Kingdom USA 181 Queen’s Road, Central Hong Kong t: +44 (0)20 7059 6100 t: +1 212 686-5606 t: +852 2158 9700 f: +44 (0)20 7059 6101 f: +1 212 686-2664 f: +852 2158 9701 [email protected] [email protected] [email protected] global overview

Global overview glob

a In October, the M&A spotlight was back on the global Telecommunications industry l overvie with yet another blockbuster transaction coming to market in the sector. In the largest in a long string of tie-ups and takeovers for the group, VimpelCom moved to acquire Weather Investments, the Italy-based holding company of telecom carriers w Orascom Telecom Holding and Wind Telecomunicazioni, in a US$21.99bn transaction.

Upon completion of the deal, VimpelCom, already a market At this price, and factoring in Genzyme’s net debt position of leader in Russia and the CIS, will gain a sizable footprint in US$280m, the total deal value stands at US$17.86bn, making Western Europe while making the group one of the largest it the second largest Pharma deal this year globally surpassed telecoms players in the world. Specifically, the Weather only by Novartis’ acquisition of a 52.00% stake in Alcon for acquisition will give the group full control of Wind Italy and a US$26.30bn in January. 51.70% stake in Egypt’s Orascom Telecom. Other assets in the However, Genzyme’s board unanimously rejected the tender Weather portfolio, such as its businesses in the Mediterranean offer at this price and began reaching out to communicate with and Asia, will be spun-off to shareholders. shareholders regarding the intrinsic value of the company, The transaction rounds out the top five global M&A which it believes prices Genzyme at around US$89.00 per transactions announced thus far in 2010. Remarkably, two share. Completion of the deal, which stands as one among other telecoms transactions – América Móvil’s acquisition of many of the completed and lapsed hostile takeovers launched Carso Global in January for US$28.06bn in the Mexican market in the past two years, is still pending. and CenturyLink’s acquisition of Qwest Communications in In the Asia-Pacific region, the Singapore Stock Exchange April for US$22.15bn in the US – also rank among the largest agreed to acquire ASX Limited, its Australian counterpart, in global deals announced this year. Casting a look to aggregate a deal valued at US$7.25bn. In acquiring ASX, which has been disclosed valuations in the wider TMT space, with a 16.7% tipped as a prospective merger target for the past two years, share of global deal value, in terms of value the sector is the new entity will become the largest regional and second surpassed only by the Energy, Mining & Utilities space which largest global base of institutional investors with combined accounts for over a quarter of the total. assets under management of US$2.3 trillion. Elsewhere, in other main markets of the world a number of In Latin America, Sinopec moved to acquire a 40.00% stake transformational tie-ups were announced in the month of in Repsol Brazil in a US$7.11bn transaction. The acquisition, October. Firstly, across the Atlantic in the US, after failing to strategic in nature, gives Sinopec access to the Brazilian hammer out a deal with US-based biotech player Genzyme Energy market, which is emerging as the new frontier in the Corporation, French Pharma giant Sanofi-Aventis took its bid oil & gas industry. hostile with a US$69.00 per share offer to shareholders.

Head of Research – Elias Latsis Global overview: Matthew Albert Editor – Rory McNeil Latin America: Mathew Albert For advertising opportunities contact: North America: Svetlana Alkayeva, Allen Chan and Elizabeth Castro Erik Wickman Asia-Pacific:Shansuke Okano, Marco Shek, Debbie Jung, Tel: + (1) 212 6863329 Maggie Cheung, Kendy Suen and Douglas Robinson [email protected] Europe: Samuel Tedjasukmana and Damien Julliard Middle East & Africa: Nulifer Sezer and Marie-Laure Keyrouz

Monthly M&A Insider 01 Trend graphs

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

1,400,000 4,500

4,000 1,200,000

3,500 1,000,000 3,000

800,000 2,500

600,000 2,000 Value (US $ m) Value Number of deals 1,500 400,000 1,000

200,000 500

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

GLOBAL M&A quarterly mid-market trend

value volume

140,000 2,000

120,000

1,500 100,000

80,000

1,000

60,000 Value (US $ m) Value Number of deals

40,000 500

20,000

Moving average trend line

Monthly M&A Insider 02 Trend graphs

GLOBAL M&A quarterly private equity trend glob

a value volume l overvie 400,000 800

350,000 700 w 300,000 600

250,000 500

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

100,000 200

50,000 100

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

Global buyouts Global buyouts

Global exits Global exits

GLOBAL M&A Sector Breakdown YTD 2010

value volume

2.6% 0.7% 1.2% 0.4% 2.1% 0.5% 1.9% 4.2% 12.2% 2.9% Industrials & Chemicals 17.6% Industrials & Chemicals 1.3% 3.4% TMT 4.0% TMT 9.5% Consumer Consumer 7.7% Business Services Business Services 16.7% Energy, Mining & Utilities Energy, Mining & Utilities 15.3% 10.9% Financial Services Financial Services 10.4% Pharma, Medical & Biotech Pharma, Medical & Biotech

Construction Construction 7.7% Leisure Leisure

Transportation 11.0% 12.1% Transportation 6.1% 25.6% Real Estate Real Estate 11.8% Agriculture Agriculture

Defence Defence

Monthly M&A Insider 03 Trend graphs

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

value volume

2,500 9,000

8,000

2,000 7,000

6,000 1,500 5,000

4,000 1,000 Value (US$bn) Value Number of deals 3,000

2,000 500

1,000

0 0 H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 04 04 05 05 06 06 07 07 08 08 09 09 10 10* 04 04 05 05 06 06 07 07 08 08 09 09 10 10*

> US$501m > US$501m

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

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

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

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

Value not disclosed

Monthly M&A Insider 04 05

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K FF A estión de estión O G R 10 ENER O Monthly M&A Insider Monthly ED T OP K AR P Y SEC M), the diversified Utilities M), the diversified P G ulf of Mexico oil spill. ulf of Mexico G in recent months have months have in recent P BRAS’ LANDMAR O M for US$12m. M for P and Brazil, the region’s Energy Energy the region’s and Brazil, ETR EST EVER, S ct-10. P P O eneradores Hidroeléctricos (51.00%) and Hidroeléctricos eneradores G G F O F LATIN AMERICA’S T AMERICA’S F LATIN O úblicas de Medellín (E úblicas P ct-10, the group made a host of stake divestments divestments of stake made a host ct-10, the group O RLD’S LAR O uatemala to establish a presence in Central America’s America’s in Central a presence establish to uatemala , for all of its troubles, expects to soon close a US$3.20bn soon close to expects all of its troubles, , for M, the nation’s second largest company by assets after after by assets company largest second M, the nation’s G P P NE. M&A market is still bustling with activity in some of the with activity in bustling is still M&A market Colombia’s recently, Most and mid-sized economies. smaller Empresas in market electricity E Eléctrica Distribuidora acquire spent US$746m to Ecopetrol, by led vendors of a consortium Dos SA from Centroamericana and engaged in the electricity the Spanish company Iberdrola, and distribution. gas production natural vendor sole as the acted the acquisition, Iberdrola Alongside in stakes divesting US$19m and selling off (3.12%) for Hidronorte E to Eléctricas Empresas in its Venezuelan and Mexican portfolios valued at US$1.80bn valued portfolios and Mexican in its Venezuelan selling off a Colombian after and US$650m, respectively, US$1.75bn in Aug-10. subsidiary for B away from But even acquisitions a trio of cross-border brokered provider, service in Coincidentally, rising valuations may start to price out foreign out foreign price to may start rising valuations Coincidentally, Repsol, who, unlike markets Western hailing from players and who, unlike in Brazil gained a foothold not yet have the odds. pay over to afford Sinopec, cannot B is which assets, Brazilian Corp’s Energy Devon acquisition for In the meantime, the approval. awaiting regulatory currently in Latin America other assets oil major is divesting embattled debt andto pay down raise US$30.00bn to and further afield with the associated costs cover by B undertaken Divestments of deals Energy largest of Latin America’s several comprised 2010. In N THE HEELS N WITH FIVE O O NS IN LATIN AMERICA’S ENER AMERICA’S NS IN LATIN O I , THE W O G

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PO CT O SS THE RE SS articipações O P ET TRANSACTI F DEAL ACTIVITY F DEAL ACTIVITY K O TEMBER. THE I P ERED IN -TIC G n OK URRY o IN SE F BI G rt O oleum & Chemical Corporation, Corporation, & Chemical oleum po etr UNCEMENTS ACR as, shelved its flotation as investor as investor its flotation as, shelved re P O G FFERIN T WITH A FL O M&A M&A OO aroon aroon et K k NS THIS YEAR BR O F DEAL ANN BER, THE STRIDE BER, THE STRIDE O ermar O óleo, an oil start up with exploration blocks in the blocks up with exploration an oil start óleo,

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P NTINUED AF O A mer O P ct-10 in its first public equity offering. However, a number However, public equity offering. ct-10 in its first ther domestic oil and gas companies may too be tempted be tempted may too oil and gas companies ther domestic etr S TRANSACTI P one, and at least O due to held off listing which may have of other companies, Amazon basin and coastal Namibia, raised US$1.50bn in Namibia, raised Amazon basin and coastal firms in the ilk of – particularly emerge If eager buyers prices pay premium to willing and able Sinopec – that are continued will see flows purposes, transaction strategic for Chinese players In this respect, vigour with rising valuations. seemingly a is there as force buy-side main the comprise may oil in demand for well-documented, and by now insatiable, the Chinese market. O demand for Investor strategies. sales dual track employ to I successful several equities has supported Brazilian debt crisis in Europe. amid the worsening rose bearishness the market is showing signs of saturation. HRT signs of saturation. is showing the market em Repsol’s stake sale, in particular, stands out as a coup in out as a coup in particular, stands sale, stake Repsol’s planned group the Spanish Energy dealmaking. Initially, valuation top with a unit in a listing its Brazilian float to deal with Repsol’s at US$11.00bn. Instead, estimated makes shares, of new the issue through Sinopec, structured at in an entity valued a majority shareholder the company cash has ample now US$17.77bn. In addition, Repsol Brazil oil exploit to but difficult in the expansive, fund exploration to of Brazil. off the littoral located reserves recent years, placing a premium on assets in this vast new in this vast on assets placing a premium years, recent oil frontier. The discovery of expansive deepwater reserves off the coast off the coast reserves deepwater of expansive The discovery South American 2007 – the largest in late of Rio de Janeiro of a wave – has ushered in 30 years deposits discovered in space Energy the Brazilian in to investment foreign In the largest deal, China In the largest in Respsol’s a 40.00% stake acquire to or Sinopec, moved The a handsome US$7.11bn valuation. for in Brazil operations being, as it Latin America, for marks a milestone investment in over space acquisition in the Energy regional is, the largest a decade. IN

A C US$70BN SHARE LATIN AMERICA LATIN

LATIN AMERICA DEAL OF THE MONTH

Target: Repsol Brazil (40.00% stake) Announced: 1-Oct-10 LATIN AMERICA

Bidder: China Petroleum & Chemical Corporation Deal value: US$7.11bn

Seller: Repsol YPF SA Deal nature: Acquisition, Cross-border, Private

STRUCTURE RATIONALE • China Petroleum & Chemical Corporation (Sinopec) • The transaction will allow Repsol Brasil to fully develop its has signed a definitive agreement with Repsol PY F SA current projects. to acquire a 40.00% stake in Repsol Brasil for a total • The transaction is in line with Repsol and Sinopec’s consideration of US$7.11bn. strategies to expand their activity in Brazil. • Repsol Brazil is a Brazil-based energy company.

• China Petroleum & Chemical Corporation, a listed China- POST DEAL DETAILS based company headquartered in Beijing, is an energy • Repsol Brasil is held by Repsol (60.00%) and Sinopec and chemical company. (40.00%). • Repsol YPF SA, a listed Spain-based company headquartered in Madrid, is an oil and gas company. CONDITIONS • obtaining governmental authorization. TERMS • The transaction values the company at US$17.77bn. BACKGROUND • Repsol Brasil’s assets are

Advisors Target/Seller Bidder Financial Financial Scotia Capita Financial Legal Vinson & Elkins

mergermarket/dealReporter Intelligence

30-Jun-10 Repsol YPF mandates four banks to IPO Repsol Brasil. 29-Sep-10 Repsol exploring listing or sale of stake in its Brazilian unit; in talks with Sinopec.

Monthly M&A Insider 06 Top deals & expected deals

Top 15 Latin American announced deals YTD 31-Oct-10 LATIN AMERICA

Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia Deal Revenue EBITDA P/E 1-day value before (US$m) 13-Jan-10 C Carso Global Telecom SAB TMT America Movil SA 1.7 4.9 14.4 3.1% 28,055 de CV de CV 28-Jul-10 P Barsilcel NV (50.00% stake) TMT Telefonica SA Portugal Telecom - 9,746 SGPS SA 11-Jan-10 C FEMSA Cerveza SA de CV Consumer Heineken NV Fomento - 7,692 Economico Mexicano SAB de CV 1-Oct-10 P Repsol Brazil (40.00% Stake) Energy, Mining China Petroleum Repsol YPF SA - 7,109 & Utilities & Chemical Corporation 13-Jan-10 C Telmex Internacional SAB de TMT America Movil SA 2.6 10.6 23.6 2.2% 6,533 CV (39.30% stake) de CV 2-May-10 P Alumina do Norte do Brasil Industrials & Norsk Hydro ASA Vale SA - 4,900 SA (57.00% stake); Aluminio Chemicals Brasileiro SA (51.00% stake); Companhia de Alumina do Para (61.00% stake); and Paragominas bauxite mine (60.00% stake) 22-Jan-10 C Polibutenos SA Industrias Industrials & Braskem SA Uniao de - 4,238 Quimicas (33.33% stake); Chemicals Industrias Quattor Participacoes SA Petroquimicas SA (60.00% stake); and Unipar Comercial e Distribuidora SA 27-Jan-10 C Bunge Participacoes e Industrials & Vale SA Bunge Limited - 3,800 Investimentos SA Chemicals 14-Mar-10 P Bridas Corporation (50.00% Energy, Mining CNOOC Bridas Energy - 3,100 stake) & Utilities International Holdings Ltd Limited 5-Aug-10 P NET Servicos de TMT Embratel 1.7 6.8 11.3 14.5% 2,606 Comunicacao SA (58.06% Participacoes SA Stake) 9-Jun-10 P Grupo Financiero Financial Banco Santander Bank of America n/a n/a - 2,500 Services Corporation 3-May-10 p Agre Empreendimentos Real Estate PDG Realty SA n/a n/a 13.8 1.5% 1,955 Imobiliarios SA Empreendimentos e Participacoes 15-Jul-10 P BAC Credomatic GECF Financial Grupo Aval GE Capital Global n/a n/a - 1,900 Services Acciones y Valores Banking SA 10-Feb-10 C Fertilizantes Fosfatados SA Industrials & Vale SA The Mosaic 7.2 - 1,834 (36.79% stake) Chemicals Company; and Yara Brasil Fertilizantes SA 3-Aug-10 P BP Exploration Company Energy, Mining Talisman Energy BP plc - 1,750 (Colombia) Limited & Utilities Inc; Ecopetrol SA C = Completed; P = Pending; L = Lapsed Source: mergermarket

Monthly M&A Insider 07 08 813 746 650 400 7,109 (US$m) Deal value - - - - - Source: mergermarket Source: Bid premia Monthly M&A Insider Monthly 1-day before 1-day P/E EBITDA Exit multiples (x) Exit multiples 0.7 Revenue Exploration & Exploration P ortugal SA; SA; ortugal Seller company Seller Repsol YPF SA SA; Iberdrola, de Energias P Inc. TECO Energy B Inc Production SA Odebrecht etroleum & etroleum P China China Corporation Chemical SA Cencosud de Publicas Empresas Medellin ESP Marubeni Corporation Ltd Holdings Pte Temasek Bidder company Sector Energy, Mining Mining Energy, & Utilities Consumer Mining Energy, & Utilities Mining Energy, & Utilities Mining Energy, & Utilities P leo leo O as Limitada Limitada as plc (Magnolia (Magnolia plc (Nansen plc and oil (Zia plc G P P P debrecht debrecht Repsol Brazil Repsol Brazil (40.00% stake) oil and gas field) field) gas and oil stake); (25.00% B field) gas and oil B stake); (50.00% gas (Merganser plc stake); (50.00% field) B (65.00% field) gas stake) Supermercado Supermercado Bretas Distribuidora Electrica Centroamericana Dos SA B O E (14.30% stake) Target company Target ending; L = Lapsed P P P C C Status

1-Oct-10 Announced 15-Oct-10 21-Oct-10 25-Oct-10 19-Oct-10 -10) ct deals of the month (O announced merican A op 5 Latin P = P C = Completed;

T deals xp ected & e deals Top

LATIN AMERICA Pipeline of expected deals LATIN AMERICA Situation Target company Sector Potential bidder Financial Seller company Market cap/est. Comments company adviser to bidder value (US$m) (B); target (T); seller (S) Rumored JBS SA Agriculture Minerva SA N/A JBS, the world's largest meatpacker, may takeover target sell its Carceres slaughtering plant located in the state of Mato Grosso, said a company officer and an industry source. Expected deal Tempo Pharma, Amil Participacoes GP Investments N/A On 15-Oct-10, Tempo Participacoes Participacoes Medical & SA; Bradesco Limited (TEMP3) made public a 'relevant fact', SA Biotech Saude SA; Carlyle explaining it is being advised by Pactual Global Financial BTG and UBS Securities and it is evaluating Services Partners the merger or disposal of its various Fund businesses. Rumored AleSat Services Louis Dreyfus SAS; Rothschild Darby Overseas 3,500 AleSat Combustiveis SA, a privately held takeover target Combustiveis Bunge Limited, Investments, Brazilian chain of about 1,700 gas stations, SA Petroleo Brasileiro Ltd. is holding talks to sell itself in what is SA; Ultrapar being seen as the last sizeable M&A deal Participaceoes SA; in the ongoing consolidation of Brazil’s Cosan Limited fuel-distribution industry, said two sources familiar with the matter. Auction Aguas Nuevas Energy, Macquarie Capital, Banco 350 Banco Santander is negotiating with Mining & Morgan Stanley Santander several buyers about the sale of Aguas Utilities Infrastructure or Nuevas, the Chilean utility, and it is close Marubeni to sealing a deal, said a source close to the situation. In February, Banco Santander sent out an information memorandum on Aguas Nuevas and bids were expected the following month. Likely buyers are infrastructure funds, such as Macquarie Capital and Morgan Stanley Infrastructure. A published report in Dec-09 tagged Japanese conglomerate Marubeni as a potential buyer. The source could not comment on potential deal value, but it has been reported that Aguas Nuevas could be worth US$350m. The utility has 356,000 customers and an 8.80% share of the Chilean water market. Santander Infrastructure Fund II, which specializes in infrastructure assets, acquired the Chilean utility last year from Grupo Solari. Expected deals based on confirmed announcements by companies involved

Monthly M&A Insider 9 League tables

Top 15 financial advisors – LATIN AMERICA LATIN AMERICA value volume

YTD House Value Deal YTD House Value Deal 31-Oct-10 (US$m) count 31-Oct-10 (US$m) count 1 Credit Suisse 70,398 27 1 Credit Suisse 70,398 27 2 Citigroup 49,753 10 2 BTG Pactual 14,977 27 3 Bank of America Merrill Lynch 24,328 15 3 Bank of America Merrill Lynch 24,328 15 4 Morgan Stanley 17,711 7 4 JPMorgan 8,956 11 5 BTG Pactual 14,977 27 5 Citigroup 49,753 10 6 Credit Agricole CIB 11,732 7 6 Goldman Sachs 11,201 8 7 Goldman Sachs 11,201 8 7 UBS Investment Bank 10,768 8 8 Caixa Banco de Investimento 11,038 5 8 Rothschild 9,712 8 9 UBS Investment Bank 10,768 8 9 Banco Itau BBA 6,695 8 10 Banco Espirito Santo de Investimento 9,886 4 10 Morgan Stanley 17,711 7 11 Mediobanca 9,746 1 11 Credit Agricole CIB 11,732 7 12 SG 9,746 1 12 HSBC Bank 3,482 7 13 Rothschild 9,712 8 13 Deutsche Bank 6,855 6 14 Allen & Company 9,262 3 14 Santander Global Banking and Markets 4,707 6 15 JPMorgan 8,956 11 15 Caixa Banco de Investimento 11,038 5 Source: mergermarket Source: mergermarket

The financial advisor league tables by value and volume have been run from 1-Jan-10 to 31-Oct-10 and exclude lapsed and withdrawn deals. The tables cover all sectors and are based on the geography of either the target, bidder or seller being Latin American.

Top 15 legal advisors – LATIN AMERICA value volume

YTD House Value Deal YTD House Value Deal 31-Oct-10 (US$m) count 31-Oct-10 (US$m) count 1 Dewey & LeBoeuf 34,628 3 1 Mattos Filho, Veiga Filho, Marrey Jr. e 3,395 20 2 Skadden Arps Slate Meagher & Flom 19,898 11 Quiroga Advogados 3 Allen & Overy 16,367 5 2 Pinheiro Neto Advogados 7,290 19 4 Cleary Gottlieb Steen & Hamilton 15,488 8 3 Machado Meyer Sendacz e Opice 14,505 18 5 Souza, Cescon Avedissian, Barrieu e 6 4 Demarest e Almeida 11,616 17 14,630 Flesch Advogados 5 Barbosa, Mussnich & Aragao 6,377 15 6 Machado Meyer Sendacz e Opice 14,505 18 6 Tozzini Freire Teixeira E Silva Advogados 13,478 13 7 Latham & Watkins 13,909 7 7 Estudio Muniz, Ramirez, Perez-Taiman 945 12 8 Tozzini Freire Teixeira E Silva Advogados 13,478 13 & Olaya Abogados 9 Uria Menendez 13,269 7 8 Skadden Arps Slate Meagher & Flom 19,898 11 10 Freshfields Bruckhaus Deringer 13,090 3 9 Azevedo Sette Advogados 3,387 10 11 Demarest e Almeida 11,616 17 10 Simpson Thacher & Bartlett 10,318 9 12 Simpson Thacher & Bartlett 10,318 9 11 Prieto & Carrizosa 1,407 9 13 Cuatrecasas, Goncalves Pereira 10,091 4 12 Cleary Gottlieb Steen & Hamilton 15,488 8 14 De Brauw Blackstone Westbroek 9,746 1 13 Latham & Watkins 13,909 7 15 Garrigues 9,746 1 14 Uria Menendez 13,269 7 Source: mergermarket 15 Davis Polk & Wardwell 8,700 7 Source: mergermarket

The legal advisor league tables by value and volume have been run from 1-Jan-10 to 31-Oct-10 and include lapsed and withdrawn deals. The tables cover all sectors and are based on the geography of either the target, bidder or seller being Latin American.

Monthly M&A Insider 010 Trend graphs

LATIN American M&A quarterly trend LATIN AMERICA

value volume

70,000 175

60,000 150

50,000 125

40,000 100

30,000 75 alue (US $ m) V Number of deals

20,000 50

10,000 25

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

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

6,000 100

5,000 80

4,000 60

3,000 alue (US $ m)

V 40 Number of deals 2,000

20 1,000

Moving average trend line

Monthly M&A Insider 11 Trend graphs

LATIN American M&A quarterly private equity trend LATIN AMERICA

value volume

2,500 15

2,000 12

m) 1,500 9 $ Number of deals

Value (US Value 1,000 6

500 3

Latin American buyouts Latin American buyouts

Latin American exits Latin American exits

LATIN American M&A Sector Breakdown YTD 2010

value volume

1.8% 0.9% 1.8% 1.0% 1.1% 1.2% 4.2% 6.0% Energy, Mining & Utilities 20.6% Energy, Mining & Utilities 26.5% 5.1% 0.5% Consumer Consumer 4.8% Industrials & Chemicals Industrials & Chemicals

FinancialServices 4.2% FinancialServices

Business Services Business Services

TMT TMT 9.3% 16.1% Leisure Leisure

35.7% 8.7% Transport Transport

Pharma, Medical & Biotech Pharma, Medical & Biotech 10.4% Agriculture Agriculture 8.0% Construction 12.2% Construction 8.4% 10.1% 1.2% Real Estate Real Estate

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a ith mer ctivism hareholder inv transa continue & N under the investment vehicle headed by Icahn himself, announced himself, announced headed by Icahn vehicle the investment Lions acquire its plan to showcases pending, but it nevertheless The deal is still Shareholder activism and M&A Shareholder of the component activism has been a critical Shareholder Dynegy Inc. by company energy of Houston-based buyout The Blackstone w at US$4.9bn. The deal, date of 2010 to equity buyout private print, faced goes to as this publication in Nov-10 pending still shareholder activist way from the along resistance significant of the powerful as a prime example and serves Carl Icahn of proposed on the outcome can have activists influence transactions. the deal’s which began after battle, In the protracted and Dynegy management in Aug-10, Icahn announcement costs on the transaction’s views different markedly expressed put bid that the US$4.50 per share argued and benefits. Icahn Dynegy while the business, undervalued by Blackstone forth which the offer accept to shareholders management urged Indeed, climb any higher. to unlikely ago appeared weeks just and Blackstone on the table offers no competitive were there what itraising of firm in saying it had no intention was quite firm’s equity The private price. be a reasonable to considered US$5.00 per share, by 11.1% to increased bid ultimately a US$2.0bn himself extended Icahn after not long however, the liquidity concerns address Dynegy to to line of credit deal. The by a Blackstone remedied otherwise be that would and Dynegy management proved of Icahn views conflicting on both sides and ultimately competition in increasing critical expected. the US$4.7bn originally from the deal value raising is the is playing a major role in which Icahn Another case ongoing saga of Lions a bra on Sh

A S NORTH AMERICA NORTH

NORTH AMERICA north america

under the Fortune umbrella. Fortune’s spirits business a low valuation and appears to be on the radar of strategic NORTH AMERICA encompasses premium liquors like Jim Beam, Courvoisier buyers already, and it also has vocal, dissatisfied activist and Maker’s Mark, for which potential suitable buyers include investors. Sterling’s top shareholder TAC Capital recently Diageo and Bacardi. The home goods business of Fortune voiced its frustration over the bank’s financial performance is expansive, covering everything from faucets (Moen) to and its plans to nominate five new members to the Sterling doorways (Therma-Tru) to combination locks (MasterLock), board, while at the same time another Sterling investor BB&T while its golf division covers the #1 balls, putters, gloves and expressed interest in acquiring a Texas bank. The language footwear for the sport, and could be pitched to Callaway Golf, surrounding this particular case is a bit puzzling as BB&T has Nike and other competitors. not directly expressed interest in buying Sterling, which has approximately US$5.0bn under management, but BB&T CEO More activism-inspired M&A to come Kelly King did specify to this news service, on the sidelines of a conference, that the bank made clear that the bank was Examples of investors influencing companies’ acquisition or interested in acquiring a Texas-based bank with more than divestiture plans can be found in virtually every sector and are US$3.0bn in assets. Industry bankers predicted Sterling not necessarily limited to the large-cap crowd. mergermarket would attract plenty of interest from perspective buyers intelligence in recent months points to several instances in beyond BB&T. Among the names floated were BOK Financial, which shareholder activism could mushroom into M&A deals BBVA, Cullen/Frost Bankers, Comerica and Prosperity for lower-profile firms. Bancshares. In the biotechnology sector, Immunor, a US-based producer of automated systems aiding in blood transfusions, is Implications for the future 13.00% owned by activist investment firm ValueAct Capital Recent and potential shareholder activism highlights Management. ValueAct, which sits on the Immucor board, interesting issues, and has forced management, investors was instrumental in Valeant Pharmaceutical’s US$3.2bn and potential acquirers as well as competitors to weigh reverse merger with Biovail last month, and could be just the value of companies and their prospects for the future. as effective in prompting an Immucor sale as the company The pros and cons of proposed deals are brought into the already exhibits a few key features that make it ripe for foreground, as was the case for Dynegy and Lions Gate, activist-inspired M&A. Immucor is not running an active sale so issues that might otherwise remain in the boardroom, process at the moment, but a source told this news service including the details of valuations and potential synergies, last month that the company is nevertheless being circled make their way onto a more public forum and become part by at least two financial sponsors. Immucor is considered of a more interactive debate. The prominence of shareholder a prime LBO candidate due to its low valuation, stable cash activism in the headlines could even trigger new reform by flows and debt-free balance sheet, and because it boasts high drawing attention to the specific activist tactics used in these but predictable growth prospects. By the same token, the cases. Indeed, investors’ ability to purchase large amounts company may find financial sponsors appealing as it seeks of a company (sometimes slowly and quietly over time), access to funding in a sector where fresh capital for research poison pills and staggered board elections are just a few of and development is critical. Potential interested parties are the elements brought out by recent activism that have led to thought to include Apax Partners, Blackstone, KKR, TPG, scrutiny analysis from journalists, legal advisors, financial Warburg Pincus and Welsh, Carson, Anderson & Stowe. advisors and executives. With a high volume of shareholder In the Financial Services sector, Sterling Bancshares is a disputes, and also a number of companies whose investors more cryptic example, but still one worth keeping on the are well aware of M&A opportunities, it seems shareholder radar. The Houston, Texas-based community bank has all the activism could prove a significant force behind M&A deal flow makings of an attractive target in an activist-driven deal: the in the coming months. underperforming bank boasts attractive branch networks,

Monthly M&A Insider 14 DEAL OF THE MONTH

T arget: Genzyme Corporation Announced: 4-Oct-10 NORTH AMERICA

Bidder: Sanofi-Aventis SA Deal value: US$17.86bn

Seller: - Deal nature: Unsolicited, Hostile, Acquisition, Transatlantic, Public

STRUCTURE • CADE (Brazil) • kFTC (Japan) • Unsolicited Tender Offer: As a result of continued failed attempts by Sanofi-Aventis (SNY), a French corporation, • gENZ board approval of tender offer and subsequent to engage in constructive discussions with Genzyme merger such that the restrictions on business Corporation (GENZ), a Massachusetts corporation, Sanofi- combinations with interested shareholders under the Aventis launched an unsolicited tender offer to acquire all General Laws of Massachusetts will be inapplicable. outstanding shares of Genzyme. • No transactions of other actions by GENZ that would • genzyme, a US-based company headquartered in impair completion of tender offer of diminish GENZ’s Cambridge, MA, is a biotechnology company. The value to SNY. company’s products and services are focused on rare • Majority tender of outstanding shares. inherited disorders, kidney disease, orthopedics, cancer, transplant, and immune disease. Tender Offer Expiration

• Sanofi-Aventis, a France-based company headquartered • The tender offer period expires on 10-Dec-10. in Paris, is a global pharmaceutical company. POST DEAL DETAIL TERMS • SNY intends to request that some or all of the current • US$69.00 per GENZ share. members of the GENZ board resign and that SNY’s designees be elected to fill the vacancies so created. • The offer provides a premium of 27.4% based on GENZ’s closing share price of US$54.17 on 22-Jul-10, one day Background of the merger: prior to press speculation that SNY made an approach to • SNY contacted GENZ on 23-May-10 regarding a potential acquire GENZ. transaction. GENZ postponed discussions until after its 2010 annual meeting in light of a proxy contest with • The implied equity value of the transaction is Carl Icahn. On 9-Jun-10, GENZ announced a settlement approximately US$17.58bn. to appoint two directors designated by Mr. Icahn. FINANCING Starting on 2-Jul-10, various media outlets published • SNY’s offer is fully financed and is not subject to a rumors that SNY was contemplating acquiring a large financing contingency. SNY has secured financing of up biopharmaceutical company in the United States. GENZ to US$15.00bn for its offer from BNP Paribas, JP Morgan informed SNY on 10-Jul-10 that it decided not to explore a Europe Limited and Societe Generale. transaction at that time. The Wall Street Journal reported on 23-Jul-10 that SNY had approached GENZ. On 29- RATIONALE Jul-10, SNY sent a written proposal to acquire GENZ for • SNY’s global reach and significant resources would US$69 per share. GENZ rejected the offer on 11-Aug-10, allow GENZ to accelerate investment in new treatments, finding it opportunistic because ofG ENZ’s depressed enhance penetration in existing markets and expand share price due to recent manufacturing setbacks. further into emerging markets. The combination of both GENZ authorized its financial advisors, Credit Suisse companies would create a global leader in developing and Goldman Sachs, to meet with SNY but were not and providing novel treatments, giving both companies authorized to discuss the proposal. On 29-Aug-10, SNY significant new growth opportunities. publicly disclosed its takeover attempt. GENZ remained unwilling to engage in constructive discussions and CONDITIONS suggested that SNY withdraw and reconsider its offer in • EC (Europe) 2011. As a result, SNY launched a hostile tender offer on • HSR (USA) 4-Oct-10. • JFTC (Japan) Monthly M&A Insider 15 DEAL OF THE MONTH

Advisors NORTH AMERICA Target/Seller Bidder

Financial Goldman Sachs Financial JP Morgan Credit Suisse Societe Generale BNP Parabas SA Legal W achtell, Lipton, Rosen & Katz Legal Weil Gotshal & Manges LLP Fried Frank Harris Shriver & Jacobson LLP Ropes & Gray LLP PR Kekst and Company PR Abernathy MacGregor Group

Monthly M&A Insider 16 Top deals & Expected deals

Top 15 North American announced deals for YTD 31-Oct-10 NORTH AMERICA

Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia Deal value Revenue EBITDA P/E 1-day before (US$m) 18-Aug-10 P Potash Corporation of Industrials & BHP Billiton Ltd 10.5 27.9 40 Loss 41,908 Saskatchewan Inc Chemicals 22-Apr-10 P Qwest Communications TMT CenturyLink 1.8 5.2 15.9 15.0% 22,153 International Inc 4-Oct-10 P Genzyme Corporation Pharma, Sanofi-Aventis SA 4.0 18.6 44.8 Loss 17,864 Medical & Biotech 8-Mar-10 C American Life Insurance Financial MetLife American n/a n/a - 15,544 Company Services International Group 25-Feb-10 C Coca-Cola Enterprises Consumer The Coca-Cola Coca-Cola - 12,280 Inc (North American Company Enterprises operations) 21-Feb-10 C Smith International Inc Energy, Mining Schlumberger 1.5 12.7 67.4 18.1% 12,198 & Utilities Limited 19-Jan-10 C The Williams Companies Energy, Mining Williams Partners The Williams - 11,750 Inc (certain gas pipeline & Utilities Companies and domestic midstream businesses) 7-Sep-10 P Enterprise GP Holdings Energy, Mining Enterprise Products 0.4 3.3 39.0 15.6% 9,121 LP & Utilities Partners LP 11-Feb-10 P Allegheny Energy Inc Energy, Mining FirstEnergy Corp 2.6 7.5 12.0 31.6% 8,960 & Utilities 9-Mar-10 P Merial Limited; and Pharma, Merial-Intervet Merck & Co; and - 8,250 Intervet/Schering-Plough Medical & Sanofi-Aventis Animal Health Biotech SA 28-Apr-10 P E.ON US LLC Energy, Mining PPL Corporation E.ON AG - 7,625 & Utilities 11-Mar-10 C Devon Energy Corporation Energy, Mining BP Plc Devon Energy - 7,000 (Assets in the deepwater & Utilities Corporation Gulf of Mexico, Brazil and Azerbaijan) 11-Feb-10 P Airgas Inc Industrials & Air Products & 1.8 10.8 27.1 3.6% 6,999 Chemicals Chemicals 18-Oct-10 P NSTAR Energy, Mining Northeast Utilities 2.3 6.5 17.0 1.9% 6,948 & Utilities 28-Feb-10 C Millipore Corporation Pharma, Merck KGaA 4.1 16.3 34.0 13.3% 6,760 Medical & Biotech C = Completed; P = Pending; L = Lapsed Source: mergermarket

Monthly M&A Insider 17 Top deals & Expected deals

Top 5 North American announced deals of the month (Oct-10) NORTH AMERICA

Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia Deal Revenue EBITDA P/E 1-day value before (US$m) 4-Oct-10 P Genzyme Pharma, Medical Sanofi-Aventis SA 4.0 18.6 44.8 [Loss] 17,864 Corporation & Biotech 18-Oct-10 P NSTAR Energy, Mining & Northeast Utilities 2.3 6.5 17.0 1.9% 6,948 Utilities 27-Oct-10 P CommScope Inc TMT The Carlyle Group, 1.2 8.1 36.6 4.2% 3,671 LLC 12-Oct-10 P King Pharma, Medical Pfizer Inc 1.9 7.4 38.5 40.4% 3,316 Pharmaceuticals Inc & Biotech 6-Oct-10 P Dresser, Inc Industrials & General Electric First Reserve 1.5 9.4 - 3,000 Chemicals Company Corporation; Riverstone Holdings LLC C = Completed; P = Pending; L = Lapsed Source: mergermarket

Monthly M&A Insider 18 Top deals & Expected deals

Pipeline of North American expected deals NORTH AMERICA Situation Target company Sector Potential bidder Financial advisor to Seller Market cap/ Comments company bidder (B); target (T); company est. value seller (S) (US$m) Expected deal Novell TMT Elliott (T) JP Morgan 2,084 Elliott Associates, (together with Associates funds under common management), a significant institutional stockholder of Novell, offered to purchase the entire company for US$5.75 per share in cash, which implies an enterprise value net of cash of US$1.00bn. The firm sent a letter to the Board of Directors of the Company explaining its offer. Expected deal Dollar Thrifty Industrials & Avis Budget (B) Citigroup 1,281 Avis Budget Group would like to Automotive Group Chemicals Group, make a substantially higher offer to acquire Dollar Thrifty. Dollar Thrifty had recently signed a definitive agreement to be acquired by Hertz for approximately US$41.00 per share. Expected deal Mediacom TMT Media's (B) Bank of American 475 Mediacom Communications Corporation's Communications founder, Merrill Lynch, (B) JP Board of Directors received a non-binding Corporation Chairman and Morgan Securities, proposal from Mediacom’s founder, CEO, Rocco B. (T) Barclays Capital Chairman and Chief Executive Officer, Commisso Rocco B. Commisso, for a going private transaction. The proposal contemplates the acquisition of all of the Class A and Class B shares of Mediacom common stock not already beneficially owned by Mr. Commisso at a price of US$6.00 per share in cash. Expected deal California Pizza Leisure Undisclosed (B) Moelis & 439 California Pizza Kitchen (CPKI) Kitchen Bidder Company announced that its Board of Directors has authorized management to consider a wide range of financial and strategic alternatives to enhance shareholder value. The Company has engaged Moelis & Company, a global investment bank, to be its exclusive financial advisor in this review. California Pizza Kitchen, a US-based company headquartered in Los Angeles, CA, is a casual dining restaurant chain with a particular focus on the pizza segment. Expected deal Galleon Energy Energy, Mining Undisclosed (T) Cormark 410 Galleon Energy’s financial advisors are & Utilities Bidder Securities, GMP already talking with potential buyers. Securities, Galleon announced it had retained GMP Macquarie Capital Securities, Cormark and Macquarie Markets Canada Capital to review strategic alternatives, which will lude a number of options, luding an outright sale or disposal of a material portion of its assets. Expected deal Playboy Enterprise Media The Hefner 187 Playboy Enterprises, Inc. (PEI) announced Family that its board of directors has formed a special committee consisting of Sol Rosenthal and Shing Tao to evaluate and determine the company's response to the proposal made by Hugh M. Hefner ('Hefner') on 9-Jul-10 to acquire all of the outstanding shares of Class A and Class B common stock of PEI not currently owned by Hefner for US$5.50 per share in cash. Expected deals are based on confirmed announcements by companies involved.

Monthly M&A Insider 19 League tables

Top 20 financial advisors – NORTH AMERICA NORTH AMERICA value volume

YTD House Value Deal YTD House Value Deal 31-Oct-10 (US$m) count 31-Oct-10 (US$m) count 1 Goldman Sachs 282,807 165 1 Goldman Sachs 282,807 165 2 Barclays Capital 210,484 88 2 Morgan Stanley 175,032 127 3 JPMorgan 187,351 90 3 Credit Suisse 178,147 106 4 Credit Suisse 178,147 106 4 Bank of America Merrill Lynch 162,673 105 5 Morgan Stanley 175,032 127 5 JPMorgan 187,351 90 6 Bank of America Merrill Lynch 162,673 105 6 Barclays Capital 210,484 88 7 Deutsche Bank AG 119,053 77 7 UBS Investment Bank 86,681 88 8 Lazard 93,053 85 8 Lazard 93,053 85 9 Citigroup Inc 92,936 66 9 RBC Capital Markets 76,439 78 10 UBS Investment Bank 86,681 88 10 Deutsche Bank AG 119,053 77 11 RBC Capital Markets 76,439 78 11 Jefferies & Company 25,689 67 12 BNP Paribas SA 60,564 8 12 Citigroup 92,936 66 13 TD Securities 56,442 43 13 Houlihan Lokey 10,907 60 14 Perella Weinberg Partners 48,777 17 14 ABN AMRO Rothschild 22,725 54 15 Evercore Partners 46,722 23 15 TD Securities 56,442 43 16 Santander Global Banking and Markets 46,179 5 16 CIBC World Markets 20,177 37 17 Royal Bank of Scotland Group Plc 45,878 12 17 Macquarie Group Limited 9,501 37 18 Blackstone Group Holdings 35,838 17 18 KPMG 3,222 36 19 Tudor, Pickering, Holt & Co 31,537 24 19 Harris Williams & Co 1,127 34 20 Greenhill & Co 26,570 21 20 Lincoln International 4,731 33 Source: mergermarket Source: mergermarket The financial adviser league tables by value and volume have been run from 1-Jan-10 to 31-Oct-10 and exclude lapsed and withdrawn deals. The tables cover all sectors and are based on the geography of either the target, bidder or seller being US or Canadian.

Top 20 legal advisors – NORTH AMERICA value volume

YTD House Value Deal YTD House Value Deal 31-Oct-10 (US$m) count 31-Oct-10 (US$m) count 1 Skadden Arps Slate Meagher & Flom 194,032 120 1 Jones Day 83,632 159 2 Simpson Thacher & Bartlett 179,790 105 2 Latham & Watkins 147,921 149 3 Cleary Gottlieb Steen & Hamilton 150,908 60 3 Kirkland & Ellis 39,917 143 4 Latham & Watkins 147,921 149 4 Skadden Arps Slate Meagher & Flom 194,032 120 5 Sullivan & Cromwell 139,879 107 5 DLA Piper 7,454 113 6 Weil Gotshal & Manges 118,842 91 6 Sullivan & Cromwell 139,879 107 7 Blake, Cassels & Graydon 113,953 77 7 Simpson Thacher & Bartlett 179,790 105 8 Wachtell, Lipton, Rosen & Katz 106,669 46 8 Weil Gotshal & Manges 118,842 91 9 Slaughter and May 94,213 21 9 Blake, Cassels & Graydon 113,953 77 10 Davis Polk & Wardwell 93,347 60 10 Gibson Dunn & Crutcher 61,924 77 11 Cravath Swaine & Moore 88,269 41 11 Dewey & LeBoeuf 83,063 76 12 Debevoise & Plimpton 83,638 34 12 Stikeman Elliott 72,892 73 13 Jones Day 83,632 159 13 Wilson Sonsini Goodrich & Rosati 16,016 71 14 Dewey & LeBoeuf 83,063 76 14 K&L Gates 15,546 70 15 Fried Frank Harris Shriver & 15 Shearman & Sterling 74,607 68 78,141 40 Jacobson 16 Morgan Lewis & Bockius 11,366 65 16 Shearman & Sterling 74,607 68 17 Hogan Lovells 15,187 61 17 Stikeman Elliott 72,892 73 18 Cleary Gottlieb Steen & Hamilton 150,908 60 18 Gibson Dunn & Crutcher 61,924 77 19 Davis Polk & Wardwell 93,347 60 19 Vinson & Elkins 53,514 46 20 Baker & McKenzie 20,687 59 20 Baker Botts 51,291 32 Source: mergermarket Source: mergermarket The legal adviser league tables by value and volume have been run from 1-Jan-10 to 31-Oct-10 and exclude lapsed and withdrawn deals. The tables cover all sectors and are based on the geography of either the target, bidder or seller being US or Canadian. Monthly M&A Insider 20 League tables

TOP 5 private equity firms by North American buyouts NORTH AMERICA value volume

YTD House Value Deal YTD House Value Deal 31-Oct-10 (US$m) count 31-Oct-10 (US$m) count 1 The Carlyle Group 15,088 20 1 The Carlyle Group 15,088 20 2 Blackstone Group Holdings 11,740 8 2 TPG Capital 8,807 14 3 TPG Capital 8,807 14 3 Warburg Pincus 5,570 13 4 Bain Capital 6,892 9 4 Kohlberg Kravis Roberts & Co. 5,588 11 5 Silver Lake Partners 6,383 5 5 Sun Capital Partners 360 10 Source: mergermarket Source: mergermarket

The private equity buyout activity tables by value and volume are based on private equity firms advising the bidder on buyout deals where the dominant geography of the target company is US or Canadian. The tables by value and volume have been run from 1-Jan-10 to 30-Oct-10 and exclude lapsed and withdrawn deals.

TOP 5 private equity firms BY North American exits value volume

YTD House Value Deal YTD House Value Deal 31-Oct-10 (US$m) count 31-Oct-10 (US$m) count

1 The Carlyle Group 6,792 6 1 Intel Capital 30 8 2 Riverstone Holdings 5,745 3 2 Highland Capital Partners 471 7 3 Kohlberg Kravis Roberts & Co 4,700 1 3 The Carlyle Group 6,792 6 4 Thomas H Lee Partners 4,500 2 4 Investor Growth Capital 416 6 5 Apax Partners 4,209 4 5 Mayfield Fund 294 6 Source: mergermarket Source: mergermarket

The private equity exit activity tables by value and volume are based on private equity firms advising the vendor on exit deals where the dominant geography of the target company is US or Canadian. The tables by value and volume have been run from 1-Jan-10 to 31-Oct-10 and exclude lapsed and withdrawn deals.

Monthly M&A Insider 21 Trend graphs

North American M&A quarterly trend NORTH AMERICA

value volume

600,000 1,400

1,200 500,000

1,000 400,000 m)

$ 800

300,000

600 Value (US Value Number of deals 200,000 400

100,000 200

North American M&A quarterly mid-market trend

value volume

40,000 600

35,000 500

30,000

400 25,000 m) $

20,000 300

Value (US Value 15,000 Number of deals 200

10,000

100 5,000

Moving average trend line

Monthly M&A Insider 22 Trend graphs

North American M&A quarterly private equity trend NORTH AMERICA

value volume

225,000 300

275 200,000 250 175,000 225

150,000 200 m)

$ 175 125,000 150 100,000 125 Number of deals Value (US Value

75,000 100

75 50,000 50 25,000 25

North American buyouts North American buyouts

North American exits North American exits

North American M&A Sector Breakdown YTD 2010

value volume

1.4% 1.0% 0.1% 0.4% 0.8% 0.8% 0.8% 3.1% 13.1% 14.1% 13.5% Industrials & Chemicals Industrials & Chemicals 10.1% Financial Services Financial Services

Business Services 1.4% Business Services 1.7% 6.3% 3.2% 2.1% Consumer 11.5% Consumer

Energy, Mining & Utilities Energy, Mining & Utilities 8.4% 14.0% TMT TMT

Leisure 19.2% Leisure Transportation Transportation 7.6% 14.1% Pharma, Medical & Biotech Pharma, Medical & Biotech

Construction Construction

Agriculture 8.1% Agriculture 12.9% 30.2% Real Estate Real Estate

Defence Defence

Monthly M&A Insider 23 Trend graphs

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

1,000 3,000

900 2,500 800

700 2,000 600

500 1,500

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

200 500 100

0 0 H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 04 04 05 05 06 06 07 07 08 08 09 09 10 10 04 04 05 05 06 06 07 07 08 08 09 09 10 10

> US$501m > US$501m

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

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

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

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

Value not disclosed

Monthly M&A Insider 24 25 x

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C evidenced by Bright Foot Group (BFG) current bid for Maryborough Sugar Factory (MSF). I F I

C However, the question remains – are they hungry for more?

The deal specifics indicate that they are. FGB , the Shanghai- abroad. Indeed, other Chinese companies are also seeking based state-owned food giant is eyeing up Maryborough out food and drinks interests overseas. State-owned Cofco Sugar Factory (MSF), an Australian company engaged in Group, the mainland’s largest importer and exporter of food, growing sugar cane and manufacturing raw sugar, with a is one of them, recently acquiring the assets of Chile-based market capitalisation of US$165m. Earlier this year, BFG, Bisquertt Vineyard for US$18m. At the same time, Complant which certainly has an M&A sweet-tooth, was outbid by International Sugar Industry, the Chinese subsidiary of China Singapore’s Wilmar International for the sugar division of National Complete Plant Import & Export, which manages Australia’s CSR Ltd, highlighting their determination to force sugar cane plantations, has acquired The Sugar Company of their way into the antipodean foods and dairy market. Jamaica from the Jamaican Government. With sugar prices hitting record highs of late, Complant International’s buying of The latter came to a head in early July 2010, when the dairy the Jamaican sugar cane producer could be seen as a good subsidiary of BFG, passed a resolution to purchase 51.00% opportunity, despite the fact that it has been a loss-making stake in Synlait Milk, a New Zealand-based milk products business for the Jamaican government. company for a cash consideration of US$59m. Synlait Milk had sales of US$117m and net loss of US$3.63m in the latest The growing appetite of Chinese companies to transact financial year.W hile the deal is still waiting to complete, BFG abroad might not, however, be easily sated as foreign is already longing for more. governments are increasingly concerned about their aggressive approach to conducting cross-border M&A BFG is reportedly among the bidders for other food acquisitions. For example, the US government has made companies, namely GNC, the Pittsburgh-based vitamin recently known its apprehension over the potential acquisition retail chain and Yoplait, the well-known yoghurt brand jointly of Sprint Nextel, the US telecommunications carrier, by owned by French private equity group PAI and the farmers’ Huawei, the Chinese telecom equipment manufacturer. cooperative Sodiaal. According to GNC’s latest press release, According to the Financial Times, the US commerce secretary over the first nine months of 2010, it reported consolidated personally called Sprint’s chief executive to express his revenues of US$1.37bn while its long term debt stands at concerns about the bid. US$1.04bn. This debt level might be an early warning for potential bidders. Yoplait, meanwhile, has drawn interest from As the (increasingly affluent)C hinese middle class swells at not only the French, but also buyers with strong emerging an exponential rate, demand for luxury food products is set market credentials who want to introduce Yoplait’s brands to to boom. As a result, local manufacturers – having suffered their local geographies. from various food scandals recently – are working towards building up an international image in order to better position Another BFG deal which is currently under the spotlight is the themselves in the domestic food market. However, whether potential acquisition of United Biscuits, the eponymous UK they will be successful in doing so remains firmly in the producer of Jaffa Cakes and Twiglets. The deal is estimated to hands of foreign regulatory authorities – many of whom are worth more than US$3.20bn. The deal, if successful, would be unlikely to adopt a accommodating stance towards inbound the first major takeover of a British food group by aC hinese Chinese investment. company.

This prospective acquisition is in line with industry forecasts which forecast a rise in the appetite of (mostly state-owned) emerging market players eyeing opportunities in developed markets as they hope to establish reputable brand names

Monthly M&A Insider 26 ASIA-pacific

Cross-strait deal flows – in contention or just contentious? ASIA-PA The gauntlet has been thrown down again. The recent announcement that Taiwan’s China

C Steel and China’s Baosteel are creating a joint venture to invest in overseas ore mines has I F I

C reignited the debate on when – or indeed, whether or not – cross-straits M&A activity is likely to truly take off anytime soon.

The announcement itself did little to clarify the actual Recent historical data also supports this upcoming surge deal-specifics, with newspapers across the world merely in cross-straits activity, with eight such transactions having hinting that the two competitors were looking to acquire raw been announced since the beginning of the year-to-date. As a commodity inputs together. Baosteel especially, is looking result, annual deal flow now stands at its highest level since to acquire an upstream asset as it does not own any mining 2006, and with a duo of prospective purchases firmly in the concerns. On the other hand, one analyst noted that China pipeline, chances are this record will be broken by year-end. Steel is too small to perform in the global M&A arena by A conducive macroeconomic environment is also contributing itself, ‘They are about 20th in the world by size and therefore to the bottom line as well, with the Chinese and Taiwanese are just not strong enough in terms of financing and scale to economies forecasted to expand by 10.3% and 8.4% do this alone’. respectively by the end of 2010. Furthermore, low interest And while executives at Baosteel and China Steel are rates in Taiwan (currently standing at 1.5%) mean that celebrating their recently-inked deal, senior managers at obtaining favorable deal financing is a cinch. Founder and Acer, the Chinese and Taiwanese personal Warming political ties between the countries have contributed computer (PC) manufacturers, respectively, were busy enormously to the upbeat atmosphere, with Ma Jing Yeou’s implementing their own post-merger integration strategy, government having adopted a conciliatory tone with their which will see Acer – the world’s second-largest producer counterparts in Beijing. Indeed, this relationship ultimately of PCs – tap into Founder’s extensive domestic retail and resulted in the signing of the Economic Co-operation distribution network. The two firms signed a memorandum of Framework Agreement between the two countries in June understanding in May 2010 which will hopefully enable Acer 2010. The agreement is an important milestone for Taiwan, to access China’s massive hinterland – as well as propel its which risked being frozen out of a flurry of free trade market share of the global laptop market from 8.5% this year deals being made by other Asian countries and China, who to 16.9% in 2012. previously vetoed attempts by Taiwan to sign up to such Others are also working out their chances of profiting from accords. the recent warming of cross-straits relations. Taiwan’s Taian Finally, potential deal volumes could also be boosted by the Technologies, a local private equity firm, is reportedly seeking recent declaration that China will boost the number of mutual in excess of US$300m in order to raise its firstC hinese Yuan funds that can invest overseas in early 2011 from the current fund. The firm is looking to invest the capital in bothC hinese 29 to around 60. With H1 2010 overseas investments totalling and Taiwanese biotech businesses, and is targeting a 30.0% some US$64bn, the financial firepower of these funds is not rate of return. to be sniffed at and if cash-hungry Taiwanese businesses play Meanwhile, on the other side of the water, China COSCO and their cards right, cross-strait acquisitions and mergers could China Merchants Holdings, the Chinese shipping and logistics stand to benefit hugely from mainland capital. giants, are purportedly looking to buy up a combined 40.00% Yet while the potential payoff for such a transaction might stake in the Port of Kaohsiung’s 6th container terminal. The be large, so are the risks. A high proportion of cross-straits stake is calculated to be worth around US$59m, with each deals ultimately met their end in the courtrooms of Taipei, acquirer taking an equal portion. the most notable example being Primus Partners’ and China Strategic Holding’s year-long battle to snap up a controlling stake in Nan Shan Life Insurance for US$2.15bn. The bid was

Monthly M&A Insider 27 ASIA-pacific

eventually shot down by the Taiwanese regulator, with many market share on the mainland. The ruling, will mean that ASIA-PA speculating that the rejection was primarily based around the Chinese telecoms players, for example, will be classified as a premise that China Strategic Holdings was somehow linked nationally-sensitive industry, ultimately meaning that foreign

C with the Chinese government. acquisitions of Chinese telecoms suppliers would most likely I F I

C be disallowed. Regulatory controversy is also threatening to engulf the largest cross-straits deal to be announced since 2005. The In summary, cross-straits acquisitions do have a certain US$2.40bn acquisition of a 60.00% stake in China Network logic about them – cultural and linguistic similarities are an Systems, the Taiwanese media company, by Want Want China important bonus to take into account when conducting any Holdings, the Chinese conglomerate, is being questioned cross-border deal. However, while the rewards are certainly by local legislators, with one in particular worrying that persuasive enough to tempt prospective bidders to hunt down the purchase will cement the mainland’s dominance of the targets on either side of the straits, dealmaking in this part of island’s media industry. Another cast doubt on the ability of the world remains a risky business. Want Want China to finance the transaction given its relative immaturity undertaking cross-border acquisitions.

Obstacles exist on the other side of the straits as well. Given that more than one-third of all Taiwanese acquisitions of Chinese businesses since Q1 2005 are TMT purchases, the recent announcement that foreign firms looking to buy in China could be excluded from bidding for local TMT targets on the grounds of national security, could prove to be a major blow for Taiwanese TMT players attempting to increase

Monthly M&A Insider 28 29 ted

FE X. X), the lis (min 75.0% G G acific equity, P EGM Monthly M&A Insider Monthly eview Board. Board. eview R imited (S imited L X at the G xchange agreed to acquire acquire to agreed xchange xchange xchange E E ourt ref proposed Scheme. proposed ourt ref C eign Investment eign Investment imited has agreed to acquire S acquire to has agreed imited ver 2,700 listed companies from over over from companies listed 2,700 ver ’s outstanding share cap at AU$2.25bn cap share outstanding ’s L or F o Stock o Stock FE ct-10 onetary Authority of Singapore. onetary O oky M ecommended t two years, ASX was the subject years, t two imited, the Australian derivatives trading and trading derivatives the Australian imited, T 25- US$7.25bn R L S acific with o ar-06, ASX P ON M FEE ROUND D528m (US$342.23). oval from shareholders of S shareholders from oval the from oval the High from oval from oval ITI G AK KG n 1-Jun-07, n 27- orporation orporation eading exchange technology, new products and services products new technology, eading exchange his transaction will create the second largest listing venue listing largest the second will create his transaction fixed income and commodity derivatives with over 400over with derivatives commodity and income fixed 10 countries. over from contracts in Asia- of Asia- range widest world’s 20 countries, from combined entity and extended trading hours across across hours trading extended entity and combined from markets. two Appr Appr During the las with various merger a possible of speculation for counterparts. in Singapore 4.99% stake consideration a total for exchange, Stock Singapore-based of S C via a Scheme of Arrangement, provider, services clearing S value a total for (US$1.6bn). A br Appr required). (min 75.0% votes Appr required). votes Appr C H eal nature: eal value: RE D Announced: D t l o o • • • • • • • B • COND ASXandS ofAU$30misappliedto eak fee • ofASXattheschememeeting shareholders • from oval • BA

D9.54 on G MONT

s largest and the s largest E es per ASX share. es per ASX share. imited, its Australian its Australian imited, acific’ L td and Deutsche Bank H P L osing price of S osing price X shar T o raise equity prior to the equity prior to o raise G X cl

roup roup X t G G G ct-10, the last trading day prior to the day prior to trading ct-10, the last xchange O E OF D), subject to a maximum total cash a maximum total D), subject to banking

G td ed financing through an 18 month bridge ed financing through L ention of S NZ ash plus 0.374 S L Singapore Singapore ASX o issue up to 64.9m shares for the acquisition for 64.9m shares to up o issue G xchange, the listed Singapore stock exchange exchange stock Singapore the listed xchange, LE N E URE A I A T ct-10, the last trading day prior to the announcement, the announcement, day prior to trading ct-10, the last

O angement. , Singapore branch. , Singapore X has t X has secur epresents a premium of 37.3% over the closing price the closing of 37.3% over a premium epresents NC ON aximum total cash consideration of AU$3.82bn consideration cash aximum total E MS G G G he exchange ratio implies an offer price of AU$48.01 price an offer implies ratio he exchange of ASX at capital share the entire values price he offer he new entity will become Asia- entity will become he new he transaction will be conducted via a scheme of via a will be conducted he transaction ator, has agreed to acquire ASX acquire to has agreed ator, A

announcement. 22- of AU$3.82bn. consideration It r of AU$34.96 on 22- per ASX share (based on S per ASX share per US$).AU$8.33bn (US$8.19bn based on AU$1.017 AU$0.782 per S world’s second largest base of institutional investors with investors base of institutional largest second world’s US$2.30 under management of over assets combined trillion. completion of the scheme. completion facility from A from facility A It is not the int S S and ASX shareholders will account for 5.71% of the for will account and ASX shareholders entity. merged AU$22.0 in c (US$3.76bn). arr RUC N ATI I ER

t t t

t Seller: Seller: Target: Target: Bidder: • • • • R • F • • • T ST • Singapore Singapore

xx counterpart. D • oper

ASIA-PACIFIC DEAL OF THE MONTH

Exit multiples – Y/E 31-Dec-09 Premium analysis ASIA-PA Multiples Value (AUDm) Offer price per share (AUD) 47.86

Revenue 10.0x 734.9 1 day before 36.90% C I

F EBITDA 15.9x 460.51 1 month before 52.42% I C EBIT 15.1x 484.19 1 day after 23.77% Earnings 25.1x 328.14 Pre-rumour n/a

Advisers Target/Seller Bidder Financial UBS Investment Bank Financial Morgan Stanley

Legal F reehills; Stamford Law Legal Clayton Utz; Allen & Gledhill

PR FD PR -

mergermarket/dealReporter Intelligence

25-Oct-10 ASX/S GX to brief opposition this week as shareholders talks begin. 27-Oct-10 ASX: SGX to continue engaging shareholders despite mixed reaction.

Monthly M&A Insider 30 Top deals & Expected deals

Top 15 Asia-Pacific announced deals for YTD 31-Oct-10 ASIA-PA

Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia Deal Revenue EBITDA P/E 1-day before value (US$m) C I

F 01-Mar-10 L American International Financial Prudential Plc American n/a n/a 20.2 - 35,500 I C Assurance Company Services International Limited Group Inc 24-Aug-10 P The Sumitomo Trust & Financial Chuo Mitsui Trust n/a n/a 17.1 -0.7% 9,267 Banking Co Ltd Services Holdings Inc 16-Aug-10 P Cairn India Limited Energy, Mining Vedanta Resources 33.0 64.3 61.7 - 9,177 (60.00% stake) & Utilities Plc 30-Mar-10 L AXA Asia Pacific Holdings Financial AXA SA AXA Asia Pacific n/a n/a 24.7 - 8,645 (Asian businesses) Services Holdings Limited 04-May-10 C Lihir Gold Limited Energy, Mining Newcrest Mining 8.5 19.9 54.2 9.5% 8,286 & Utilities Limited 25-Oct-10 P ASX Ltd Financial Singapore 10.0 15.9 25.1 36.9% 7,246 Services Exchange 10-Mar-10 C Shanghai Pudong Financial China Mobile Group n/a n/a 11.1 -13.1% 5,781 Development Bank Services Guangdong Co Ltd (20.00% stake) 15-Oct-10 P PLUS Expressways Berhad Transportation Consortium for 10.5 12.9 21.3 3.7% 5,035 (35.34% stake) PLUS Expressways Berhad 29-Jul-10 C Sanyo Electric Co Ltd Industrials & Panasonic 0.7 11.1 (loss) -7.4% 4,882 (49.95% stake) Chemicals Corporation 29-Jul-10 C Panasonic Electric Works Industrials & Panasonic 0.6 9.9 103.2 -1.2% 4,698 Ltd (49.00% stake) Chemicals Corporation 01-Sep-10 P Shenzhen Development Financial Ping An Insurance n/a n/a 11.0 - 4,269 Bank Co Ltd (31.97% Services (Group) Company of stake) China Ltd 30-Sep-10 P AIG Star Life Insurance Co Financial Prudential Financial American n/a n/a - 4,200 Ltd; and AIG Edison Life Services Inc International Insurance Company Group Inc 31-Aug-10 P Japan Airlines Corp Transport Enterprise 0.2 6.1 (loss) - 4,165 Turnaround Initiative Corporation of Japan 25-Jan-10 C Jupiter TMT KDDI Corporation Liberty Global 3.6 8.3 32.6 64.5% 4,014 Telecommunications Co Inc Ltd (37.80% stake) 21-May-10 C Piramal Healthcare Pharma, Abbott Laboratories Piramal 8.3 - 3,720 Solutions business Medical & Healthcare Biotech Limited C = Completed; P = Pending; L = Lapsed Source: mergermarket

Monthly M&A Insider 31 Top 5 Asia-Pacific announced deals of the month (Oct-10) ASIA-PA

Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia Deal Revenue EBITDA P/E 1-day before value (US$m) C I

F 25-Oct-10 P ASX Ltd Financial Singapore Exchange 10.0 15.9 25.1 23.8% 7,246 I C Services 15-Oct-10 P PLUS Expressways Transportat Consortium for PLUS 10.5 12.9 21.3 5.4% 5,035 Berhad (35.34% Expressways Berhad stake) 26-Oct-10 P China Network TMT Want Want China MBK Partners - 2,400 Systems Co Ltd Holdings Ltd Ltd (60.00% stake) 19-Oct-10 P Minerals and Metals Energy, Mining Minmetals Resources China - 1,846 Group & Utilities Limited Minmetals Non- Ferrous Metals Co Ltd 18-Oct-10 P Petromonagas SA Energy, Mining TNK-BP Holding OAO BP plc - 1,800 (16.70% stake); Nam & Utilities Con Son Pipeline and Terminal (32.70% stake); Phu My 3 BOT Power Co Ltd (33.30% stake); Petroperija SA (40.00% stake); Boqueron SA (26.70% stake); and Block 061 (Gas Production Unit) (35.00% stake) C = Completed; P = Pending; L = Lapsed Source: mergermarket

Monthly M&A Insider 32 Top deals & Expected deals

Pipeline of Asia-Pacific expected deals ASIA-PA

Situation Target company Sector Potential bidder Financial adviser to Seller Market cap/ Comments company bidder (B); target (T); company est. value seller (S) (US$m) C I

F Expected Leighton Construction Actividades des 10,188 Spanish company Actividades des Construcción I

C deal Holdings Construcción y y Servicios (ACS) announced a public takeover Limited Servicios offer for Hochtief in Sep-10. Hochtief holds 54.50% of Leighton, therefore it may trigger a mandantory offer if ACS launch a waterfall bid for Leighton. However, ACS made a statement indicating they have no intention of making a bid and had applied for downstream exemption. Expected Transurban Construction Canada Pension Lazard (T); UBS 6,500 Transurban Group in November received a deal Group Plan Investment Investment Bank conditional and non-binding joint takeover Board (CPPIB); (T); Goldman Sachs proposal from CPPIB and OTPP. The Board and Ontario (B); JPMorgan (B) then evaluated the proposal and rejecteded it Teachers’ Pension on the original terms. The Future Fund Board Plan (OTPP) of Guardians has subsequently considered supporting the proposal by CPPIB and OTPP. Transurban continues to insist a bona fide proposal is needed before talks can proceed. In May-10, CPPIB and OTPP has raised its offer from AUD5.25 per Transurban share to AUD5.57 per share. However, the revised takeover proposal was again rejected by Transurban as Transurban considered that their offer was still too low. Expected Whitehaven Energy, 2,592 In Aug-10, Whitehaven was rumoured to have deal Coal Limited Mining & received interest from overseas buyers. The Utilities company later stated that they have had, and continues to have, discussions with third parties in relation to potential corporate transactions. Expected Perpetual Financial Kohlberg Kravis Nomura Holdings 1,737 Kohlberg Kravis Roberts & Co (KKR) has deal Limited Services Roberts & Co (B) submitted a non-binding proposal to acquire all of Perpetual's shares on 18-Oct-10.

Expected Laiwu Steel Industrials & Jinan Iron & Steel 1,260 Jinan Steel and Laiwu Steel announced the deal Co Ltd Chemicals Company proposal for a merger via equity swap on 24-Feb-10. Both companies suspended their stock trading since 9-Sep-10, as Shandong Iron and Steel Group is planning significant assets restructuring, and will resume stock trading after the proposal is finalised. Expected Kyorin Pharma, Sawai 1,221 Sawai Pharmaceutical has approached Kyorin deal Holdings Inc Medical & Pharmaceutical regarding a strategic business integration. Biotech Co Ltd Expected Wai Chun Consumer China Railway 404 Wai Chun Mining has signed a memorandum deal Mining Group Limited of understanding in relation to the possible Industry Group issue of new shares which may lead to a Co Ltd change in control of the company. Expected Handsome Inc Consumer SK Networks 357 SK Networks, the listed South Korean deal Company Ltd wholesaler, has confirmed that it is in talks to buy Handsome, the listed South Korean apparel maker, in Aug-10. Expected Redflex TMT Macquarie Group Greenhill & Co (T) 206 Redflex HoldingsL imited received an deal Holdings Limited indicative, non-binding and confidential Limited proposal to acquire all of the issued capital of Redflex by scheme of arrangement from a wholly owned subsidiary of Macquarie Group Limited at a price of AUD2.50 per share. Expected Boom Transport Archer Capital and Morgan Stanley (B); 200 Boom Logistics, the Australian-listed crane deal Logistics McAleese Group Lazard (T) hire business, has received a takeover offer from Archer Capital and McAleese Group. Boom Logistics has received two conditional proposals from Archer in April. The company rejected the first bid outright due to its conditionality. Boom Logistics has not yet formalised its response to the second offer of AUD0.52 per Boom Logistics share. Expected deals based on confirmed announcements by companies involved

Monthly M&A Insider 33 League tables

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

YTD House Value Deal YTD House Value Deal C 31-Oct-10 (US$m) count 31-Oct-10 (US$m) count I F I C 1 Morgan Stanley 60,581 37 1 Goldman Sachs 47,282 50 2 Goldman Sachs 47,282 50 2 Ernst & Young 9,903 48 3 UBS Investment Bank 46,971 37 3 Rothschild 36,277 39 4 Credit Suisse 42,162 35 4 Morgan Stanley 60,581 37 5 Rothschild 36,277 39 5 UBS Investment Bank 46,971 37 6 Bank of America Merrill Lynch 34,416 23 6 Deutsche Bank 33,530 37 7 JPMorgan 34,306 30 7 KPMG 6,707 36 8 Deutsche Bank 33,530 37 8 Credit Suisse 42,162 35 9 Barclays Capital 30,336 16 9 Deloitte 9,596 35 10 Standard Chartered 26,889 14 10 PricewaterhouseCoopers 7,078 33 11 BNP Paribas 25,135 13 11 JPMorgan 34,306 30 12 HSBC Bank 15,134 19 12 CIMB Group 19,449 28 13 Royal Bank of Scotland Group 22,220 11 13 Macquarie Group 19,277 26 14 Citigroup 21,503 21 14 Bank of America Merrill Lynch 34,416 23 15 China International Capital 20,163 13 15 Citigroup 21,503 21 16 CIMB Group 19,449 28 16 HSBC Bank 25,134 19 17 Macquarie Group 19,277 26 17 Barclays Capital 30,336 16 18 Lazard 15,537 10 18 Standard Chartered 26,889 14 19 Grant Samuel 13,392 8 19 BNP Paribas 25,135 13 20 RHB Investment Bank 12,578 7 20 China International Capital 20,163 13 Source: mergermarket Source: mergermarket

The financial adviser league tables by value and volume have been run from 1-Jan-10 to 31-Oct-10 and exclude lapsed and withdrawn deals. The tables cover all sectors and are based on the geography of either the target, bidder or seller being Asia-Pacifc excluding Japan.

Top 20 legal advisers – Asia-Pacific excl Japan value volume

YTD House Value Deal YTD House Value Deal 31-Oct-10 (US$m) count 31-Oct-10 (US$m) count 1 Herbert Smith/Gleiss Lutz/Stibbe 60,932 13 1 DLA Piper 14,966 54 2 Debevoise & Plimpton 54,180 5 2 Baker & McKenzie 18,197 53 3 Norton Rose 46,021 34 3 Freehills 42,171 51 4 Slaughter and May 43,754 14 4 AZB & Partners 29,617 49 5 Freehills 42,171 51 5 Mallesons Stephen Jaques 37,314 44 6 Simpson Thacher & Bartlett 39,611 13 6 Minter Ellison 11,710 39 7 Sullivan & Cromwell 39,212 10 7 Kim & Chang 11,546 35 8 Davis Polk & Wardwell 38,028 14 8 WongPartnership 9,155 35 9 Cleary Gottlieb Steen & Hamilton 37,549 6 9 Norton Rose 46,021 34 10 Mallesons Stephen Jaques 37,314 44 10 Blake Dawson 14,142 29 11 Cravath Swaine & Moore 36,988 2 11 Jones Day 4,029 29 12 Weil Gotshal & Manges 36,529 6 12 Desai & Diwanji 1,383 29 13 AZB & Partners 29,617 49 13 Allens Arthur Robinson 28,454 28 14 Allen & Overy 28,938 25 14 Allen & Gledhill 16,045 27 15 Allens Arthur Robinson 28,454 28 15 Clayton Utz 15,417 27 16 Linklaters 28,451 24 16 Skadden Arps Slate Meagher & Flom 25,097 26 17 Skadden Arps Slate Meagher & Flom 25,097 26 17 Freshfields Bruckhaus Deringer 12,467 26 18 Baker & McKenzie 18,197 53 18 Allen & Overy 28,938 25 19 Latham & Watkins 18,085 11 19 Linklaters 28,451 24 20 Allen & Gledhill 16,045 27 20 Amarchand & Mangaldas & Suresh A 6,406 23 Source: mergermarket Shroff & Co Source: mergermarket

The legal adviser league tables by value and volume have been run from 1-Jan-10 to 31-Oct-10 and include lapsed and withdrawn deals. The tables cover all sectors and are based on the geography of either the target, bidder or seller being Asia-Pacifc excluding Japan. Monthly M&A Insider 34 League tables

Top 15 Financial Advisers – Japan ASIA-PA value volume C I F YTD House Value Deal YTD House Value Deal I C 31-Oct-10 (US$m) count 31-Oct-10 (US$m) count 1 Nomura Holdings 41,192 57 1 Nomura Holdings 41,192 57 2 JPMorgan 24,180 11 2 Mizuho Financial Group 3,960 32 3 Daiwa Securities Group 16,762 25 3 Morgan Stanley 13,254 27 4 UBS Investment Bank 13,405 5 4 Daiwa Securities Group 16,762 25 5 Morgan Stanley 13,254 27 6 Sumitomo Mitsui Financial Group 3,645 23 6 Bank of America Merrill Lynch 10,374 6 5 GCA Savvian 1,918 15 7 Goldman Sachs 8,528 10 7 PricewaterhouseCoopers 1,088 14 8 Deutsche Bank 7,893 7 8 JPMorgan 24,180 11 9 Citigroup 7,719 8 9 Goldman Sachs 8,528 10 10 ABeam M&A Consulting 5,537 4 10 KPMG 873 10 11 Barclays Capital 4,875 5 11 Citigroup 7,719 8 12 Perella Weinberg Partners 4,200 1 12 Deutsche Bank 7,893 7 13 Mizuho Financial Group 3,960 32 13 Ernst & Young 647 7 14 Sumitomo Mitsui Financial Group 3,645 23 14 Deloitte 631 7 15 Greenhill & Co 3,510 3 15 Bank of America Merrill Lynch 10,374 6 Source: mergermarket Source: mergermarket

Top 15 Legal Advisers – Japan value volume

YTD House Value Deal YTD House Value Deal 31-Oct-10 (US$m) count 31-Oct-10 (US$m) count 1 Nagashima Ohno & Tsunematsu 35,072 32 1 Mori Hamada & Matsumoto 28,601 56 2 Mori Hamada & Matsumoto 28,601 56 2 Nagashima Ohno & Tsunematsu 35,072 32 3 Shearman & Sterling 22,411 12 3 Nishimura & Asahi 12,136 29 4 Sullivan & Cromwell 20,278 10 4 Morrison & Foerster 7,284 15 5 Nishimura & Asahi 12,136 29 5 TMI Associates 2,772 15 6 Davis Polk & Wardwell 10,126 10 6 Anderson Mori & Tomotsune 6,933 14 7 Gibson Dunn & Crutcher 9,331 4 7 Baker & McKenzie 1,958 13 8 Skadden Arps Slate Meagher & Flom 8,492 9 8 Shearman & Sterling 22,411 12 9 Morrison & Foerster 7,284 15 9 Sullivan & Cromwell 20,278 10 10 Anderson Mori & Tomotsune 6,933 14 10 Davis Polk & Wardwell 10,126 10 11 Simpson Thacher & Bartlett 6,591 5 11 Skadden Arps Slate Meagher & Flom 8,492 9 12 Latham & Watkins 5,727 7 12 Freshfields Bruckhaus Deringer 3,613 8 13 Kikkawa Law Offices 4,774 2 13 Latham & Watkins 5,727 7 14 Allen & Overy 3,838 5 14 Jones Day 296 6 15 Dewey & LeBoeuf 3,778 3 15 Simpson Thacher & Bartlett 6,591 5 Source: mergermarket Source: mergermarket

Monthly M&A Insider 35 Trend graphs

Asia-Pacific M&A quarterly trend ASIA-PA

value volume C

I 150,000 800 F I C

700

120,000 600

500 90,000

400

60,000 Value (US$m) Value 300 Number of deals

200 30,000

100

Asia-pacific M&A quarterly mid-market trend

value volume

35,000 500

30,000 400

25,000

300 20,000

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

10,000

100 5,000

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

Moving average trend line

Monthly M&A Insider 36 Trend graphs

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

value volume C

I 25,000 100 F I C

20,000 80

15,000 60

Value (US$m) Value 10,000 40 Number of deals

5,000 20

Asia-Pacific Asia-Pacific buyouts buyouts

Asia-Pacific Asia-Pacific exits exits

Asia-Pacific M&A Sector Breakdown YTD 2010

value volume

1.1% 2.0% 2.2% 4.6% 3.0% 12.7% Industrials & Chemicals 4.3% 20.3% Industrials & Chemicals 8.4% 4.5% TMT TMT

2.1% Consumer 4.7% Consumer 15.0% 5.1% Energy, Mining & Utilities Energy, Mining & Utilities 5.9% Financial Services Financial Services

3.7% Business Services Business Services 14.0% Pharma, Medical & Biotech Pharma, Medical & Biotech 8.7% 6.8% Construction Construction

Transport Real Estate 17.9% Real Estate 9.3% Transport 11.9% Leisure Leisure 20.5% 11.1% Agriculture Agriculture

Monthly M&A Insider 37 Trend graphs

ASIA-PACIFIC M&A GEOGRAPHIC BREAKDOWN YTD 2010 ASIA-PA value volume C I F I C 2.0% 2.1% 5.7% 5.9% 1.9% 2.2% 17.7% China China 6.0% 3.5% Australia 25.5% Australia 4.6% Japan Japan 3.6% South Korea South Korea 5.2% 6.3% India India

19.2% Hong Kong Hong Kong

Singapore 11.0% Singapore

Malaysia Malaysia 14.3% 15.0% Indonesia Indonesia

Taiwan Taiwan 11.2% 6.5% 16.7% Other Other 13.8%

ASIA-PACIFIC M&A DEAL SIZE BREAKDOWN

value volume

250 1,500

200 1,200

150 900

100 600 Value (US$bn) Value Number of deals

50 300

0 0 H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 04 04 05 05 06 06 07 07 08 08 09 09 10 10* 04 04 05 05 06 06 07 07 08 08 09 09 10 10*

> US$501m > US$501m

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

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

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

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

Value not disclosed

Monthly M&A Insider 38 A mergermarket M&A report on EUROPE

BBVA looks to Turkey for growth, playing catch-up with Santander on emerging europe market presence In early November, BBVA AGREED to acquire close to 25.00% of Turkiye Garanti Bankasi, the third largest Turkish bank by tier-one capital for €4.20bn. The consideration values the bank’s total equity at close to €17.00bn.

Santander, BBVA’s archrival, was reportedly keen on the Vimpelcom is adding Italy to its Russo-Ukrainian stake as well despite Ergun Ozen, the CEO of Garanti Bank, coverage stating that the firm had only been in talks with BBVA over the After its merger with Kyivstar, which made it a leading force sale of the stake. Garanti Bank’s shareholders Dogus Group, in the Russian and Ukrainian telecom markets, Vimpelcom the Turkish conglomerate, and GE Capital are selling 6.30% has continued its expansion westward. The firm has acquired and 18.60% stakes respectively to BBVA. Weather Investments SpA, the holding company of the Italian Europe has not been BBVA’s focus for expansion recently telecom carrier, Wind Telecomunicazioni, in a deal valued and there is limited BBVA presence in European markets at €16.00bn. This is the the third largest transaction in the other than Spain, with significant revenues coming from its Telecoms carrier sector so far this year, globally. Latin American and US operations. Thus, this deal marks a The Italian market (Wind) would have contributed to 34.0% of geographical shift of focus, but is still in line with the bank’s the enlarged Vimpelcom’s 2009 total revenue on a pro-forma strategy to focus on emerging markets. Turkey’s position basis, just slightly behind its main Russian market on 35.0%; as one of the emerging European markets and the window Ukraine & CIS, meanwhile, would have made 12.0%. Apart to the Middle East makes Garanti Bank a very compelling from Wind, Weather Investments also holds the majority investment case for BBVA. stake in Orascom Telecom, which has good presence in Africa As the Wall Street Journal pointed out, 51.0% of BBVA’s total and Asia. revenue would come from its emerging markets operations Vimpelcom will not take over Wind Hellas in Greece and upon closing of this transaction. Santander, on the other Orascom’s investments in Egypt and North Korea, which hand, has generated 53.0% all will be spun-off to Weather Investments’ shareholders. of its income from its Latin American operations in the Nevertheless, the combination will make the new Vimpelcom first nine months of 2010, according to the bank’s Q3 2010 the fifth largest telecom group in the world with 174m mobile report. The BBVA/Garanti Bank deal thus puts BBVA back in phone subscribers, behind China Mobile (421m), Vodafone the emerging markets race with Santander, with the more (301m), Telefonica (226m) and America Movil (210m). mature Western European markets still dwelling in the recovery phase.

Monthly M&A Insider 39 DEAL OF THE MONTH

T arget: Weather Investments SpA Announced: 4-Oct-10 EUROPE

Bidder: VimpelCom Ltd Deal value: €16.07bn

Seller: EDF Energy plc Deal nature: Cross-border, Public, Transatlantic

VimpelCom Ltd has agreed to acquire Weather Investments Assets excluded: SpA in a share swap transaction. • Wind Hellas Telecommunications SA, Wind’s subsidiary in VimpelCom Ltd, the listed Netherlands-based company Greece. headquartered in Amsterdam, is a telecom carrier, • orascom’s investments in Egypt and North Korea. predominantly active in the Russian market. Weather Investments SpA, the Italy-based company headquartered in Rome, is a holding company of telecom carrier Expected completion: companies, Orascom Telecom Holding SAE and Wind Q1 2011. Telecomunicazioni SpA. Post Deal details: Terms: • Weather Investments’ shareholders will hold a 20.00% • VimpelCom is aquiring Weather Investments minus stake in VimpelCom. certain assets of Orascom and Wind, which will be spun- • Vimpelcom, through Weather Investments, will hold off to Weather’s shareholders. 100.00% and 51.7% stakes in Wind Italy and Orascom • VimpelCom is paying €1.32bn in cash and issuing 325.6m Telecom. new shares for the acquisition. • Combined operations in a total of 20 countries in Europe, • Based on the closing share price of €10.45 on 1-Oct-10, Asia, Africa and North America with approximately 850 the share consideration amounts to €3.51bn, thus the million people living within the coverage area. total consideration amounts to €4.83bn. • Combined pro forma net operating revenues of €15.75bn for the year ended 31-Dec-09. Financing: • Combined pro forma EBITDA of €6.96bn and an EBITDA • Internal cash resources and new debt facility for the cash margin of approximately 44.0% for 2009. consideration.

Conditions: Rationale: • Competition authorities’ approval. • Increasing scale, growing the business across different geographies and markets. • VimpelCom shareholders’ approval

• Capturing opportunities in the mobile data services. • orascom Telecom shareholders’ approval approval.

Monthly M&A Insider 40 DEAL OF THE MONTH

Exit multiples – Y/E 31-Dec-09 Premium analysis EUROPE Multiples Value (€m) Offer price per share (€) -

Revenue - - 1 day before - EBITDA 6.9x 2.32 1 month before - EBIT - - 1 day after - Earnings - - Pre-rumour -

Advisers Target/Seller Bidder Financial Lazard Financial Deutsche Bank Morgan Stanley JPMorgan EFG-Hermes Holding Citigroup Credit Suisse UBS Investment Bank Goldman Sachs Legal Cleary Gottlieb Steen & Hamilton Legal Akin Gump Strauss Hauer & Feld Skadden Arps Slate Meagher & Flom Gianni, Origoni, Grippo & Partners PR FD PR Twister Communications Group

mergermarket/dealReporter Intelligence 20-Sep-10 SEE BMG Hellas preparing bid for Wind Hellas, ready to engage in bondholder discussions.

17-Sep-10 Wind Hellas sponsor to inject around €200m of equity, offers bondholders co-participation.

20-Aug-10 Wind Hellas lures bids from Weather and domestic parties; bondholders craft restructuring plan.

15-Jun-10 Wind Hellas hints at second restructuring, could breach June liquidity covenant.

Monthly M&A Insider 41 Top deals & Expected deals

Top 15 European announced deals YTD 31-Oct-10 EUROPE

Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia Deal value Revenue EBITDA P/E 1-day before (€m) 10-Aug-10 P GDF Suez Energy Energy, Mining International Power Plc GDF Suez SA 10.4 - 20,701 International and Utilities 4-Jan-10 C Alcon Inc (52.00% Pharma, Novartis AG Nestle S.A. 8.0 20.9 26.9 9.5% 18,247 stake) Medical & Biotech 4-Oct-10 P Weather TMT VimpelCom Ltd 6.9 - 16,070 Investments SpA 30-Jun-10 L OJSC Polyus Gold Energy, Mining KazakhGold Group 9.8 22.8 35.0 5.4% 8,367 and Utilities Limited 7-Sep-10 C Electricite de Energy, Mining Cheung Kong EDF Energy plc - 6,994 France SA and Utilities Infrastructure Holdings (UK-based Limited; Hongkong distribution Electric Holdings network) Limited; Li Ka Shing (Overseas) Foundation; and Li Ka Shing Foundation Limited 25-Sep-10 P Caja de Ahorros Financial Caja de Ahorros del n/a n/a - 4,928 de Asturias Services Mediterraneo 5-Jan-10 C NK Russneft OAO Energy, Mining Mr. Mikhail Gutseriyev En+ Group Ltd - 4,595 and Utilities (Private Investor) 14-Jun-10 C JSC Uralkali Industrials & Kaliha Finance Limited; Madura Holding 10.5 21.7 37.9 21.4% 4,254 (53.20% stake) Chemicals Aerellia Investments Limited Limited; and Becounioco Holdings Limited 12-Sep-10 P Deutsche Financial Deutsche Bank AG n/a n/a 71.4 -7.5% 3,882 Postbank AG Services (70.05% stake) 27-Jul-10 C Tomkins Plc Industrials & Canada Pension Plan 1.3 18.7 5.7% 3,672 Chemicals Investment Board; and Onex Partners LP 18-Mar-10 C Ratiopharm Pharma, Teva Pharmaceutical VEM 2.3 - 3,625 GmbH Medical & Industries Ltd Vermogensverwaltung Biotech GmbH 8-Apr-10 P Iberia Lineas Transportation British Airways Plc 0.9 0.9% 3,598 Aereas de Espana SA 24-Jun-10 C AXA SA (UK life Financial Resolution Limited AXA SA 20.4 - 3,330 and pensions Services businesses) 20-Jan-10 C Areva T&D SA Industrials & Schneider Electric SA; AREVA SA 0.6 - 3,180 Chemicals and Alstom SA 21-Jul-10 C SSL International Consumer Reckitt Benckiser Plc 3.4 19.5 37.4 32.8% 3,046 Plc C = Completed; P = Pending; L = Lapsed Source: mergermarket

Monthly M&A Insider 42 Top deals & Expected deals

Top 5 European announced deals of the month (Oct-10) EUROPE

Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia Deal value Revenue EBITDA P/E 1-day before (€m) 4-Oct-10 P Weather TMT VimpelCom Ltd 6.9 - 16,070 Investments SpA 19-Oct-10 P La Poste SA (26.32% Transportation Caisse des Depots et 0.7 6.4 10.6 - 1,500 stake) Consignations 14-Oct-10 P Picard Surgeles SA Consumer Lion Capital LLP BC Partners 1.4 9.4 - 1,500 Limited 6-Oct-10 P Crucell NV (82.10% Pharma, Johnson & Johnson 5.3 25.4 75.0 0.8% 1,432 stake) Medical & Biotech 15-Oct-10 P Ruhr Oel (50.00% Energy, Mining OJSC Rosneft Oil Petroleos de - 1,145 stake) and Utilities Company Venezuela SA C = Completed; P = Pending; L = Lapsed Source: mergermarket

Pipeline of european expected deals

Situation Target Sector Potential bidder Financial adviser to bidder Seller company Market Comments company company (B); target (T); seller (S) cap/est. value (€m) P otential JSC Apatit Industrials & Russian Technologies Government 2,500 Russian Technologies, the state-owned takeover Chemicals State Corporation of Russian holding, is interested in acquiring Federation 20.00% in the local listed apatite concentrate producer Apatit, held by the Russian government, reported Vedomosti. The stake is already included in the privatisation program for 2011-2013. Apatit has been valued by analysts at €2.20bn-€2.50bn. Potential Vattenfall Energy, GDF Suez SA Vattenfall AB 1,500 GDF Suez, the French energy company, takeover Poland AB Mining & has started talks to acquire Swedish SA Utilities energy firm Vattenfall’sP olish business, Dziennik Gazeta Prawna reported. A Vattenfall spokesperson told Dziennik that the company does not comment on market rumours, but added that the company new strategy includes assets sale in such countries as Poland. Vattenfall’s Polish division is worth PLN6.00bn (€1.50bn), the paper reported. Potential Meetic SA TMT Messier Partners (S) IAC/ 500 Meetic, the listed French online dating takeover InterActiveCorp; company, is currently in talks with and Mr. Marc potential buyers, including corporate Simoncini and financial players from the US, (Private France and Germany, daily Les Echos individual) reported. Marc Simoncini, head and founder of Meetic, confirmed that he and IAC were selling their stakes in the company, meaning that 51.00% of the shares should change hands during the potential deal. Meetic has a market capitalisation of €500m. Expected Caledon Energy, Guangdong Rising RBC Capital Markets (T); 293 An agreement in principle has been deal Resources Mining & Assets Management PricewaterhouseCoopers reached with China-based Guangdong Plc Utilities Co Ltd (B) Rising Assets Management (GRAM) on the terms of a possible acquisition of Caledon value the entire existing issued share capital of Caledon at approximately £252m (€293m).

Note: Expected deals based on confirmed announcements by companies involved Source: mergermarket

Monthly M&A Insider 43 League tables

Top 20 financial advisers EUROPE value volume

YTD House Value Deal YTD House Value Deal 31-Oct-10 (€m) count 31-Oct-10 (€m) count 1 Goldman Sachs 178,950 79 1 Rothschild 76,581 121 2 JPMorgan 146,562 76 2 KPMG 7,787 114 3 Credit Suisse 133,215 91 3 Morgan Stanley 130,412 106 4 Morgan Stanley 130,412 106 4 PricewaterhouseCoopers 9,299 102 5 Citigroup 97,876 54 5 Lazard 60,759 93 6 BNP Paribas 91,702 38 6 Deloitte 6,043 93 7 Bank of America Merrill Lynch 83,629 41 7 Credit Suisse 133,215 91 8 Barclays Capital 79,386 39 8 Goldman Sachs 178,950 79 9 Deutsche Bank 77,583 72 9 JPMorgan 146,562 76 10 Rothschild 76,581 121 10 Deutsche Bank 77,583 72 11 Societe Generale 68,818 32 11 UBS Investment Bank 66,886 69 12 UBS Investment Bank 66,886 69 12 Citigroup 97,876 54 13 Lazard 60,759 93 13 Ernst & Young 2,817 52 14 RBC Capital Markets 50,480 26 14 DC Advisory Partners 5,374 45 15 Royal Bank of Scotland Group 50,186 19 15 Bank of America Merrill Lynch 83,629 41 16 Nomura Holdings 39,941 38 16 Barclays Capital 79,386 39 17 Santander Global Banking and Markets 39,173 11 17 BNP Paribas 91,702 38 18 TD Securities 33,925 7 18 Nomura Holdings 39,941 38 19 Blackstone Group Holdings 29,536 6 19 Grant Thornton Corporate Finance 678 33 20 Greenhill & Co 22,431 11 20 Societe Generale 68,818 32 Source: mergermarket Source: mergermarket

YTD House Value Deal YTD House Value Deal 31-Oct-10 (€m) count 31-Oct-10 (€m) count 1 Skadden Arps Slate Meagher & Flom 115,252 51 1 Linklaters 79,486 137 2 Cleary Gottlieb Steen & Hamilton 103,828 55 2 DLA Piper 16,268 129 3 Slaughter and May 93,329 50 3 Allen & Overy 65,380 128 4 Sullivan & Cromwell 80,160 39 4 Freshfields Bruckhaus Deringer 62,875 118 5 Linklaters 79,486 137 5 CMS 14,606 115 6 Allen & Overy 65,380 128 6 Clifford Chance 48,074 81 7 Blake, Cassels & Graydon 63,427 19 7 Baker & McKenzie 15,894 77 8 Freshfields Bruckhaus Deringer 62,875 118 8 Jones Day 43,135 76 9 Simpson Thacher & Bartlett 61,435 31 9 Latham & Watkins 47,572 67 10 Cravath Swaine & Moore 59,709 13 10 Hogan Lovells 15,561 66 11 Stikeman Elliott 59,267 17 11 Herbert Smith/Gleiss Lutz/Stibbe 53,069 64 12 Weil Gotshal & Manges 57,936 49 12 White & Case 10,853 61 13 Herbert Smith/Gleiss Lutz/Stibbe 53,069 64 13 Mannheimer Swartling 7,093 58 14 Clifford Chance 48,074 81 14 Cleary Gottlieb Steen & Hamilton 103,828 55 15 Latham & Watkins 47,572 67 15 SJ Berwin 8,394 53 16 Jones Day 43,135 76 16 Vinge 5,512 52 17 Wachtell, Lipton, Rosen & Katz 40,019 8 17 Skadden Arps Slate Meagher & Flom 115,252 51 18 Debevoise & Plimpton 38,856 10 18 Slaughter and May 93,329 50 19 Davis Polk & Wardwell 35,684 15 19 Loyens & Loeff 14,801 50 20 Norton Rose 34,832 35 20 Weil Gotshal & Manges 57,936 49 Source: mergermarket Source: mergermarket

Monthly M&A Insider 44 League tables

TOP 10 private equity firms by European BUYOUTS EUROPE value volume

YTD House Value Deal YTD House Value Deal 31-Oct-10 (€m) count 31-Oct-10 (€m) count 1 CVC Capital Partners 8,017 7 1 HgCapital 3,987 10 2 HgCapital 3,987 10 2 CVC Capital Partners 8,017 7 3 Advent International 3,859 6 3 Sovereign Capital Partners 92 7 4 Onex Partners 3,748 2 4 Advent International 3,859 6 5 Bain Capital 2,924 2 5 Triton Partners 2,057 6 6 Kohlberg Kravis Roberts & Co 2,831 5 6 AXA Private Equity 515 6 7 Triton Partners 2,057 6 7 Barclays Private Equity 401 6 8 GS Capital Partners 2,000 2 8 Lloyds TSB Development Capital 290 6 9 Cinven 1,834 3 9 Edmond de Rothschild Investment Partners 183 6 10 TPG Capital 1,559 2 10 Sun Capital Partners 141 6 Source: mergermarket Source: mergermarket

The private equity buyout activity tables by value and volume are based on private equity firms advising the bidder on buyout deals where the dominant geography of the target company is European. The tables by value and volume have been run from 1-Jan-10 to 31-Oct-10 and exclude lapsed and withdrawn deals.

TOP 10 private equity firms by European EXITS value volume

YTD House Value Deal YTD House Value Deal 31-Oct-10 (€m) count 31-Oct-10 (€m) count 1 HgCapital 2,860 2 1 3i Group 1,785 7 2 Permira 2,408 2 2 Lloyds TSB Development Capital 701 6 3= SV Life Sciences 2,408 2 3 Barclays Private Equity 480 6 3= GS Capital Partners 2,408 1 4 The Carlyle Group 975 5 5 Apax Partners 2,200 4 5 Apax Partners 2,200 4 6 3i Group 1,785 7 6 SigefiP rivate Equity 80 4 7 Doughty Hanson & Co 1,700 2 7 ISIS Private Equity Partners 44 4 8 BC Partners 1,640 2 8= CapMan Group 0 4 9 Candover Investments 1,550 3 8= Perfectis Private Equity 0 4 10 Astorg Partners 1,414 3 10 Candover Investments 1,550 3 Source: mergermarket Source: mergermarket

The private equity exit activity tables by value and volume are based on private equity firms advising the vendor on exit deals where the dominant geography of the target company is European. The tables by value and volume have been run from 1-Jan-10 to 31-Oct-10 and exclude lapsed and withdrawn deals.

Monthly M&A Insider 45 46 Q4 110* Q4 10* 10 Q3 10 Q3 10 Q2 erage erage oving oving 10 Q2 M line trend av 10 Q1 10 Q1 Q 09 09 Q4 09 Q3 09 Q3 09 Q2 09 Q2 Q 09 09 Q1 08 Q4 08 Q4 08 Monthly M&A Insider Monthly Q3 08 Q3 08 Q2 08 Q2 08 Q1 08 Q1 07 Q4 07 Q4 07 Q3 07 Q3 07 Q2 07 Q2 07 Q1 07 Q1 06 Q4 06 Q4 06 Q3 06 Q3 06 Q2 06 Q2 06 Q1 06 Q1 05 Q4 05 Q4 05 Q3 05 Q3 05 Q2 05 Q2 05 Q1 05 Q1 04 Q4 04 Q4 04 Q3 04 Q3 04 Q2 04 Q2 04 Q1 04 Q1 me me 0 0 800 600 400 200 1,800 1,600 1,400 1,200 1,000

700 600 500 400 300 200 100

lu lu

Number of deals of Number o o v deals of Number v Q4 Q4 10* 10* 10 10 Q3 Q3 10 10 Q2 Q2 end 10 10 Q1 Q1 r 09 09 Q4 Q4 09 09 Q3 Q3 09 09 Q2 Q2 09 09 Q1 Q1 ket t hs 08 08 Q4 Q4 08 08 Q3 Q3 08 08 Q2 Q2 mar p 08 08 Q1 Q1 end d- 07 07 Q4 Q4 r a 07 07 Q3 Q3 mi 07 07 Q2 Q2 ly ly ly t ly 07 07 Q1 Q1 r r 06 06 Q4 Q4 06 06 Q3 Q3 te te 06 06 Q2 Q2 gr 06 06 Q1 Q1 05 05 Q4 Q4 uar uar 05 05 Q3 Q3 d 05 05 Q2 Q2 Q 05 Q1 05 04 04 Q4 Q4

Q 04 04 Q3 n M&A q n M&A q 04 04 Q2 Q2 a a

Q 04 Q1 04

e e 0 0 ope ope 5,000

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

50,000 ren

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

€ € Value ( Value m) m) ( Value valu valu Eur

Eur T

EUROPE 47 Q4 10* 10 Q3 10 Q2 10 Q1 09 Q4 European buyouts European exits European 09 Q3 09 Q2 09 Q1 ansportation 08 Q4 Industrials & Chemicals Consumer TMT Services Business Financial Services Mining & Utilities Energy, & Biotech Pharma, Medical Construction Leisure Tr Real Estate Agriculture Defence Monthly M&A Insider Monthly 08 Q3 08 Q2 08 Q1 07 Q4 15.5% 07 Q3 07 Q2 07 Q1 06 Q4 19.9% 06 Q3 13.3% 06 Q2 06 Q1 05 Q4 0.3% 05 Q3 05 Q2 1.0% 05 Q1 1.7% 04 Q4 11.0% 04 Q3 3.3% 04 Q2 3.7% 04 Q1 me me 0 50 4.7% 400 350 300 250 200 150 100 9.6% lu lu

7.0% o deals of Number o 8.0% v v Q4 10* end 10 Q3 r 10 Q2 10 Q1 09 Q4 European buyouts European exits European 2010 ty t 09 Q3 ui 09 Q2 YTD 09 Q1 08 Q4 ansportation Industrials & Chemicals Consumer TMT Services Business Financial Services Mining & Utilities Energy, & Biotech Pharma, Medical Construction Leisure Tr Real Estate Agriculture Defence 08 Q3 te eq 08 Q2 08 Q1 07 Q4 kdown kdown riva 14.9% 07 a Q3 e 07 Q2 8.8% r ly p ly 07 Q1 r B 06 Q4 5.8% hs r 06 Q3 te 06 Q2 p 12.6% 06 Q1 a 05 Q4 uar ecto 0.2% S 05 Q3 12.9% 0.5% 05 Q2 05 Q1 gr 04 Q4

2.5% 04 Q3 d 4.8% n M&A n M&A q 04 Q2 a a 04

e 0 2.2% e 1.7% ope ope 90,000 80,000 70,000 60,000 50,000 40,000 30,000 20,000 10,000 23.4%

100,000

ren

€ m) Value ( Value 9.9% valu valu Eur

Eur T

EUROPE 48 H2 10* 10 H1 lue not disclosed 09 H2 > €501m €251m-€500m €101m-€250m €15m-€100m €5m-€14.9m Va ance Germany Benelux Iberia Italy Other SEE UK & Ireland Nordic CEE Fr 09 H1 Monthly M&A Insider Monthly 08 H2 7.6% 5.7% 08 H1 4.5% 7.8% 07 H2 3.0% 07 H1 10.7% 06 H2 06 H1 22.5% 05 H2 05 H1 11.9% 04 H2 04 H1 me me 0 14.1% 12.3% 500 lu 3,500 3,000 2,500 2,000 1,500 1,000 lu

o o Number of deals of Number v v H2 10* 2010 10 H1 YTD > €501m €251m-€500m €101m-€250m €15m-€100m €5m-€14.9m 09 H2 ance Germany Benelux Iberia Italy Other SEE UK & Ireland Nordic CEE Fr 09 H1 kdown kdown 08 H2 a e kdown 9.3% 2.7% 08 H1 r a 9.3% e B 07 H2 11.3% C I br 3.5% 07 H1 PH ze i hs 06 H2 RA 7.4% p l s 06 H1 a a 05 H2 GEOG 8.8% 05 H1 26.3%

gr 04 H2 d n M&A de n M&A

a a 04 H1

e 14.3% e 0 50 700 650 600 550 500 450 400 350 300 250 200 150 100 9.0% ope ope

ren

€ Value ( Value bn) valu Eur

Eur valu T

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

Wal-Mart eyes Africa Middle E ast & A frica Wal-Mart Stores has filed an application with South African competition commission to acquire the South African wholesaler, Massmart holding, in a deal worth approximately US$4.20bn. The parties have been in talks since Wal-Mart announced that it made a non-binding proposal to acquire Massmart. The commission is expected to make a decision on Wal-Mart’s intention next week. It is uncertain how much of a stake Wal-Mart will try to acquire if it is not allowed a complete takeover, although it may take an initial stake and then slowly increase it as it did with Japanese retailer Seiyu. The CEO of Wal-Mart stated to the South African press that they would not settle for less than a 50.00% stake and confirmed that the firm is in talks with other undisclosed parties. Meanwhile, it is rumoured that Massmart is investigating ways to list on the Johannesburg stock exchange.

Wal-Mart’s recent move proves that it sees Africa as the next HSBC-Nedbank proposal collapse stop for growth after expanding into China and Latin America. HSBC has pulled out of its offer to acquire the 70.00% interest Massmart was founded in 1990 and operates several chains; in Nedbank held by Old Mutual after two months of due including Game for general merchandise, Builders Warehouse diligence. According to reports, HSBC has said that Nedbank for construction and home improvement, and the Makro did not meet its acquisition criteria, raising eyebrows in warehouse-club stores. It has 288 stores across South Africa financial markets and leading South African regulators to and also operates in 13 other sub-Saharan countries. About comment that the move was irresponsible and would cause 70.00% of Massmart’s shareholders are foreign-based, with speculation over the security of the firm. Managing Director Aberdeen Asset Managers controlling 25.00% of the group. of Banking Association of South Africa, Cas Coovadia, is reported to have said, “They have shot themselves in the Swedish expansion via Olympic Group foot”. If it had gone through, the transaction would have given Swedish Electrolux has made a proposal to acquire a 52.00% HSBC access to Asian financial market, which still remains stake in the largest appliance maker in North Africa and challenging for foreign investors. Nedbank is valued at around the Middle East, Olympic Group, from Paradise Capital in US$7.30bn. return of its ownership interests in Namaa and B Tech, the Although there have been rumours that Old Mutual is in rush listed Egyptian technology firms. Pursuant to the acquisition, to sell its stake in Nedbank, the CEO of the insurer has said it will launch a mandatory public offer for the remaining that they do not want to destabilise the business. Old Mutual shares. The offer values the company at US$486m at intends to refocus on its core insurance and long-term EGO45.30 (US$8.09) per share and provides a premium of savings operations. There are also rumours that HSBC might 50.0% to Olympic Group’s closing share price of EGP30.06 be looking to make an offer for South African First National (US$5.40) on 10-Oct-10, one day before the announcement of bank. The withdrawal may be an opportunity for Standard preliminary agreement. Chartered Bank, which was previously rumoured to have been The proposed deal is part of Electrolux’s strategy to focus in talks to acquire a stake in Nedbank, although there has on emerging markets which, according to company reports, been no comment from Standard Chartered to-date. make up 25.00% of the company’s revenues. The transaction is expected to close early next year.

Monthly M&A Insider 49 DEAL OF THE MONTH

Target: British Israel Investment Ltd (70.65% stake) Announced: 14-Oct-10 Middle E ast & A frica

Bidder: Melisron Ltd. Deal value: US$2.00bn Ofer Investments

Seller: Noe Pujo Zabludowicz Deal nature: Domestic, Private

Melisron Ltd and Ofer Investments Ltd have agreed to acquire • pursuant to the terms of the agreement, the transaction a 70.65% stake in British Israel Investments Ltd. will be terminated in case it is not completed by 21-Jan-11. British Israel Investment, the listed Israel-based company headquartered in Tel Aviv, is a property company engaged • In addition, the agreement stipulates that 5.0% of the in the management and ownership of shopping malls and consideration is to be paid as an escrow amount at commercial centres. Melisron Ltd, the listed Israel-based the time the agreement is signed, and the remaining company headquartered in Kiryat Bialik, is a property consideration will be paid upon completion of the company engaged in controlling and operating commercial transaction, subject to a 4.25% annual interest rate. properties and is a subsidiary of Ofer Brothers Group, the Financing: Israel-based conglomerate. Ofer Investments, the Israel- based company headquartered in Herzliya Pituach, is an • This transaction will be financed with Melisron’s existing investment holding company operating in the Real Estate cash resources and through its credit facilities. Melisron sector. Leo Noe, is a UK-based investor with interests in real may issue debt notes to fund the acquisition. estate. Pujo Zabludowicz is a Finland-based private investor Rationale with interests in Leisure. • This transaction will allow Melisron to grow as a shopping Terms: mall owner and manager in Israel and to strengthen its • ILS14.5 (US$4.01) per British Israel Investments share. position with respect to the Azrieli Group, the listed Israel- based commercial real estate operator. • Melisron will acquire 77,324,090 shares representing a 42.39% stake in British Israel Investments, and Ofer Expected Completion: Investments will acquire 46,882,727 shares representing a • The transaction is expected to be completed by the end of 28.26% stake in the target. the year. • The implied equity value of the transaction is approximately ILS2.41bn (US$666m). Conditions:

• The offer price represents a premium of 21.20% based on • Regulatory approval. of British Israel Investment’s one day prior closing price Background: of ILS11.92 (US$3.31) and a premium of 28.60% based on British Israel Investment’s one month prior closing price • Leo Noe held a 55.8% stake in British Israel and Pujo of ILS11.80 (US$312.12). Zabludowicz held a 15.60% stake. • ofer Investments has a 71.51% stake in Melisron.

Monthly M&A Insider 50 DEAL OF THE MONTH

Exit multiples – Y/E 30-Dec-09 Premium analysis Middle E ast & A frica Multiples Value (US$m) Offer price per share (US$) 4.02

Revenue 11.5x - 1 day before 21.18% EBITDA 19.5x - 1 month before 28.64% EBIT - - 1 day after 15.70% Earnings 6.5x - Pre-rumour 39.04%

mergermarket/dealReporter Intelligence 15-Oct-10 British Israel sold to Melisron and Ofer Investments.

28-Sep-10 British Israel: Melisron and Ofer in talks to jointly take a stake.

06-Sep-10 Melisron negotiating takeover of British Israel.

Monthly M&A Insider 51 Top deals & Expected deals

Top 15 Middle Eastern & African announced deals for YTD 31-Oct-10 Middle

Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia Deal Revenue EBITDA P/E 1-day value before (US$m)

E 30-Mar-10 C Zain Africa BV TMT Bharti Airtel Limited Mobile 11.2 - 10,700 ast & Telecommunications Company KSC 15-Jul-10 C Dimension Data TMT Nippon Telegraph and 0.7 11.5 0.2 18.1% 2,822 A

frica Holdings Plc Telephone Corporation 18-Feb-10 C Tsogo Sun Holdings Leisure Gold Reef Resorts Hosken Consolidated 19.7 21.9 59.0 - 2,721 Pty Ltd Limited Investments Limited; and SABMiller Plc 28-Mar-10 P Sonangol Sinopec Energy, Mining Sinopec Corporation Sinopec Overseas Oil - 2,457 International Limited & Utilities Hongkong & Gas Limited (55.00% stake) International Limited 31-Mar-10 P Momentum Group Financial Metropolitan Life FirstRand Limited n/a n/a - 2,408 Limited Services Limited 14-Oct-10 P British Israel Real Estate Melisron Ltd; and Ofer Leo Noe; and Pujo 11.5 19.5 6.5 21.2% 1,998 Investment Ltd Investments Zabludowicz (70.65% stake) 10-May-10 P Anglo American Zinc Energy, Mining Hindustan Zinc Anglo American Plc 2.0 6.3 - 1,338 & Utilities Limited 25-Mar-10 C Hyprop Investments Real Estate Redefine Income Fund 15.3 2.5% 942 Limited (66.70% Limited stake) 21-Mar-10 C Qatar Shipping Transportation Qatar Navigation -24% 917 Company QSC Company QSC 10-Jan-10 C Qatar Real Estate Real Estate Barwa Real Estate n/a n/a 10.1 30.6% 862 Investment Co Company QSC 20-Jul-10 C BP Plc (Western Energy, Mining Apache Corporation BP plc 650 Desert business & Utilities concessions and East Badr El- din exploration concession in Egypt) 11-Jul-10 C Aabar Investments Financial International n/a n/a 3.3 545 PJSC Services Petroleum Investment Company 17-Aug-10 P Credit Libanais SAL Financial EFG-Hermes Holding Capital Investment n/a n/a 16.3 - 542 (65.00% stake) Services SAE Holding SAL; and Capital Investment Holding 20-May-10 C Shadeed Iron & Steel Industrials & Jindal Steel & Power Al Ghaith Holding - 464 LLC Chemicals Ltd PJSC 28-Jun-10 P First Finance Financial Barwa Bank n/a n/a 53.3 21.1% 455 Company QSC Services C = Completed; P = Pending; L = Lapsed Source: mergermarket

Monthly M&A Insider 52 Top deals & Expected deals

Top 5 Middle Eastern & African announced deals of the month (Oct-10) Middle E ast & A frica

Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia Deal Revenue EBITDA P/E 1-day value before (US$m) 14-Oct-10 P British Israel Real Estate Melisron Ltd; and Leo Noe; Pujo 11.5 19.5 6.5 21.2% 1,998 Investment Ltd (70.65% Ofer Investments Zabludowicz stake) 13-Oct-10 P 012 Smile Telecom Ltd TMT Partner Ampal-American 415 Communications Israel Corporation Company Ltd 14-Oct-10 P Kuwait Invest Holding Financial International Finance n/a n/a (loss) 240 Co. Services Company 2-Oct-10 C Karbala Cement Plant Construction Lafarge SA; and Government of Iraq 220 MerchantBridge & Co. Ltd 21-Oct-10 P OML 26 (45.00% stake) Energy, First Hydrocarbon The Shell Petroleum 188 Mining & Nigeria Limited Development Utilities Company of Nigeria Ltd; Total E&P Nigeria Limited; and Nigeria Agip Oil Company limited C = Completed; P = Pending; L = Lapsed Source: mergermarket

Pipeline of Middle Eastern & African expected deals

Situation Target company Sector Potential bidder Financial adviser to Seller company Market Comments company bidder (B); target (T); cap/ est. seller (S) value (US$m) Potential Cape Town Iron & Construction Murray & 7,000 Murray and Roberts (M&R), the disposal Steel Works Roberts JSE-listed construction group, Holdings plans to close or dispose of Limited certain assets before financial year end, said Financial Director Roger Rees. Potential Azorim Investment, Real Estate Pangaea Real Estate; Boymelgreen 206 Tsahi Merkur, owner of the takeover Development Tsahi Merkur; Capital Ltd Israeli operator of parking lots, & Construction Success Parking Ltd Success Parking Ltd, is holding Company Ltd talks to buy a controlling stake in the Israeli real estate company Azorim Investment, Development and Construction Ltd, according to a report in Globes. Potential KWV Holdings Ltd Consumer Pioneer Foods Morgan Stanley(B), Al-Khorafi 104 Shareholders of Pioneer Foods takeover National Bank of group and KWV Holdings are referred to Kuwait(B), BNP their respective recent cautionary Paribas(V) announcements of 30-Sep-10 and 13-Oct-10. Expected deals based on confirmed announcements by companies involved

Monthly M&A Insider 53 League tables

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

YTD House Value Deal YTD House Value Deal 31-Oct-10 (US$m) count 31-Oct-10 (US$m) count 1 Morgan Stanley 16,942 6 1 Goldman Sachs 11,770 11 2 UBS Investment Bank 16,426 7 2 Rand Merchant Bank 7,411 9 3 Barclays Capital 14,359 4 3 UBS Investment Bank 16,426 7 4 Standard Chartered 11,875 4 4 JPMorgan 5,570 7 5 Goldman Sachs 11,770 11 5 Morgan Stanley 16,942 6 6 HSBC Bank 11,641 4 6 Investec 4,103 6 7 BNP Paribas 10,700 3 7 Ernst & Young 559 6 8= Global Investment House 10,700 1 8 Lazard 4,795 5 8= State Bank of India 10,700 1 9 Citigroup 1,638 5 10 Rand Merchant Bank 7,411 9 10 Deloitte 200 5 11 JPMorgan 5,570 7 11 Barclays Capital 14,359 4 12 Royal Bank of Scotland Group 4,933 2 12 Standard Chartered 11,875 4 13 Commerzbank 4,933 1 13 HSBC Bank 11,641 4 14 Lazard 4,795 5 14 Deutsche Bank 4,596 4 15 Deutsche Bank 4,596 4 15 KPMG 537 4 Source: mergermarket Source: mergermarket

Top 15 legal advisers – Middle east & africa value volume

YTD House Value Deal YTD House Value Deal 31-Oct-10 (US$m) count 31-Oct-10 (US$m) count 1 Allen & Overy 16,824 10 1 Webber Wentzel 7,571 14 2 Linklaters 16,419 9 2 Werksmans 1,785 11 3 Herbert Smith/Gleiss Lutz/Stibbe 15,610 7 3 Allen & Overy 16,824 10 4 AZB & Partners 11,495 6 4 Linklaters 16,419 9 5 Talwar, Thakore and Associates 10,700 1 5 Edward Nathan Sonnenbergs 9,637 9 6 Edward Nathan Sonnenbergs 9,637 9 6 DLA Cliffe Dekker Hofmeyer 942 8 7 Webber Wentzel 7,571 14 7 Herbert Smith/Gleiss Lutz/Stibbe 15,610 7 8 Freshfields Bruckhaus Deringer 5,983 6 8 Bowman Gilfillan 1,702 7 9 Sullivan & Cromwell 5,583 3 9 Baker & McKenzie 334 7 10 Willkie Farr & Gallagher 5,302 2 10 AZB & Partners 11,495 6 11 Stikeman Elliott 4,966 2 11 Freshfields Bruckhaus Deringer 5,983 6 12= GOERG Rechtsanwaelte 4,933 1 12 Dewey & LeBoeuf 2,705 6 12= Kirkland & Ellis 4,933 1 13 White & Case 1,423 5 12= Noerr 4,933 1 14 Gibson Dunn & Crutcher 735 5 15 Shearman & Sterling 2,909 3 15 Jones Day 729 5 Source: mergermarket Source: mergermarket

Monthly M&A Insider 54 League tables

TOP 5 private equity firms by Middle Eastern & African buyouts Middle E ast & A frica value volume

YTD House Value Deal YTD House Value Deal 31-Oct-10 (US$m) count 31-Oct-10 (US$m) count 1 Capitau 453 1 1 Capitau 453 1 2 MerchantBridge & Co. 220 1 2 MerchantBridge & Co. 220 1 3 Israel Infrastructure Fund 125 1 3 Israel Infrastructure Fund 125 1 4 Investec Group 75 1 4 Investec Group 75 1 5 Actis Capital 30 1 5 Actis Capital 30 1 Source: mergermarket Source: mergermarket

The private equity buyout activity tables by value and volume are based on private equity firms advising the bidder on buyout deals where the dominant geography of the target company is Middle East & Africa including Israel. The tables by value and volume have been run from 1-Jan-10 to 31-Oct-10 and exclude lapsed and withdrawn deals.

TOP 5 private equity firms by Middle east & africa exits

value volume

valueYTD House Value Deal YTD House Value Deal 31-Oct-10 (US$m) count 31-Oct-10 (US$m) count 1 Pamodzi Investment Holdings 453 1 1 Pitango Venture Capital 100 2 2= Francisco Partners 230 1 2 Cedar Fund 89 2 2= Sequoia Capital 230 1 3 Vertex Venture Capital 86 2 4 Radius Ventures 160 1 4 Evergreen Venture Partners 29 2 5 Pitango Venture Capital 100 2 5 Pamodzi Investment Holdings 453 1 Source: mergermarket Source: mergermarket

The private equity exit activity tables by value and volume are based on private equity firms advising the vendor on exit deals where the dominant geography of the target company is Middle East & Africa including Israel. The tables by value and volume have been run from 1-Jan-10 to 31-Oct-10 and exclude lapsed and withdrawn deals.

Monthly M&A Insider 55 Trend graphs

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

value volume

35,000 150

30,000 120

25,000

90 20,000

15,000

Value (US $ m) Value 60 Number of deals

10,000

30 5,000

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

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

value volume

6,000 80

70 5,000

4,000 50

3,000 40

Value (US $ m) Value 30 Number of deals 2,000

1,000 10

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

Moving average trend line

Monthly M&A Insider 56 Trend graphs

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

value volume

7,000 20

18 6,000 16 -

5,000 14 - 12 4,000

3,000 Number of deals 8 Value (US$m) Value

2,000 6

4 1,000 2

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

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

Middle east & africa M&A Sector Breakdown YTD 2010

value volume

0.5% 0.1% 2.4% 0.5% 1.6% 5.5% 4.4% 4.7% 1.2% Industrials & Chemicals 17.1% Industrials & Chemicals 2.6% 15.1% 4.3% Financial Services Financial Services 4.3% 8.7% Business Services Business Services 2.4% Consumer 2.4% Consumer

Energy, Mining & Utilites Energy, Mining & Utilites 8.7% TMT 15.2% TMT

Leisure Leisure 3.3% 13.7% Tr ansportation Tr ansportation

Pharma, Medical & Biotech Pharma, Medical & Biotech 32.6% 8.1% 15.7% Construction Construction

Real Estate 15.2% Real Estate 10.0% Agriculture Agriculture

Defence Defence

Monthly M&A Insider 57 Trend graphs

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

1.0% 1.8% 1.8% 1.4% 1.0% 1.0% 1.0% 1.8% 0.9% 2.0% 1.8% 3.0% South Africa South Africa 3.0% 2.3% 2.3% Israel 4.0% Nigeria 29.5% 29.0% 2.8% Israel Egypt 4.0% 2.8% Angola United Arab Emirates 3.2% 6.0% Qatar Kuwait

United Arab Emirates 4.6% Saudi Arabia

Nigeria 6.0% Namibia Lebanon 7.4% Qatar

Egypt Namibia

12.0% Oman Kuwait 8.8% 28.0% Iraq 26.7% Angola

Oman Lebanon

Saudi Arabia Jordan

Zambia Congo

Syrian Arab Republic

Please note, nations with less than a 1% share are not included in the chart. Tunisia

Middle east & africa M&A DEAL SIZE BREAKDOWN

value volume

60 250

50 200

40 150

Value ($bn) Value 100 Number of deals 20

50 10

0 0 H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 04 04 05 05 06 06 07 07 08 08 09 09 10 10* 04 04 05 05 06 06 07 07 08 08 09 09 10 10*

> US$501m > US$501m

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

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

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

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

Value not disclosed

Monthly M&A Insider 58 The following notes pertain to data contained in this publication: • Deals are included where the deal value is greater than or equal to €5m. • Where no deal value has been disclosed, deals are included if the turnover of the target is greater than or equal to €10m. • Deals are included in the graphs and Top Deals in each section based on the dominant geography and dominant sector of the target company. Data underlying the League Tables are based on deals where the bidder, target or parent geography of either is that of the geography in focus. • H2 2010 refers to the period 01-Jul-10 to 31-Oct-10.

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