Monthly M&A Insider

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

Global overview 01 Asia-Pacific 05 Americas: L atin America 16 North America 24 Europe 34 middle east & africa 44

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 Large-cap transformational M&A appears to be firmly on the corporate agenda. Remarkably, 2010 has so far witnessed seven US$10bn+ transactions, exceeding announced activity in each of the last three years over the same timeframe. The uncertain economic outlook remains an obstacle to M&A, however, it does not seem to be deterring many would-be acquirers. A number of cash-rich and robust corporates clearly deem “now” a good time to move, with deal flow being driven by a desire to expand and increase business offerings in key high growth markets.

The largest deal of the year is a case in point in this regard In comparison to corporate M&A, private equity dealmaking with UK-based Prudential moving to acquire AIA Group, at the top end of the market has remained relatively subdued. the pan-Asian insurance provider, from AIG Group for a However, activity is slowly beginning to return with buyout consideration of US$35.5bn. The transaction offers Prudential houses seemingly once again ready, willing and able to deploy the opportunity to expand into high growth Asian markets capital. Both the European and North American markets have and also enables an under pressure AIG to return cash to the seen notable transactions in recent weeks with the largest US government after its high profile bail-out at the height of deal standing as Bain Capital’s US$1.6bn buy of the Styron the financial crisis.W hile the potential upside for Prudential division of chemical manufacturer Dow Chemical. The private is significant, the company has been forced to finance equity houses won an auction process run by HSBC and part of the acquisition through a US$20bn rights issue Deutsche Bank, reportedly beating off competition from the fully underwritten by Credit Suisse, HSBC and JP Morgan likes of TPG and Apollo Management. On the sell-side, the Cazenove. deal was driven by Dow’s strategy to divest non-core assets and reduce its net debt. Elsewhere, AIG was also involved on the sell-side of a multibillion transaction in the North American market when it While M&A numbers continue to recover and trend upwards, moved to sell American Life Insurance Company (ALICO) to it is undeniable that the economic downturn remains one of MetLife for a total consideration of US$15.5bn. According to the key drivers of activity across all value segments. Tellingly, mergermarket intelligence, the acquisition will help create a several of the larger deals of the year have been driven by global leader in life insurance and enable MetLife to pursue non-core asset disposals with AIG perhaps being the most its expansion strategy in Japan, Europe, the Middle East and extreme example in this case. Going forward, corporations Latin America. across the globe will continue to assess their business strategy and recent weeks have shown that there is a relative Aside from dealmaking in the insurance niche of the Financial abundance of willing cash-rich acquirers. Services sector, 2010 has also been remarkable for the level of activity witnessed in Mexico. Indeed, three of the six largest Tom Coughlan, Remark Mexican M&A deals in recent years have come to the market so far this year. Such activity has been principally driven by Carlos Slim-owned American Movil which has undertaken two large transactions in its quest to consolidate the Latin American TMT market.

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

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

alue ( $ m) 2,000

V 600,000 olume of deals V 1,500 400,000 1,000

200,000 500

0 0 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 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 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* 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*

GLOBAL M&A quarterly mid-market trend

value volume

140,000 2,000

120,000

1,500 100,000

80,000

1,000 alue ( $ m)

V 60,000 Number of deals

40,000 500

20,000

Moving average trend line

Monthly M&A Insider 02 Trend graphs

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

400,000 800

350,000 700

300,000 600

250,000 500

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

100,000 200

50,000 100

Global buyouts Global buyouts

Global exits Global exits

GLOBAL M&A Sector Breakdown YTD 2010

value volume

0.3% 1.9% 0.9% 0.9% 0.2% 2.6% 0.7% 2.0% 2.7% 2.5% Industrials & Chemicals 2.7% Energy, Mining & Utilities 3.5% 17.6% 21.3% 4.5% TMT 6.3% TMT Consumer Consumer 6.9% Pharma, Medical & Biotech Business Services

Financial Services 12.0% Industrials & Chemicals 15.9% Financial Services Energy, Mining & Utilities 9.4% Real Estate Pharma, Medical & Biotech

18.6% Business Services Construction

Leisure Leisure 15.1% 9.8% Construction 13.8% Tr ansportation

Tr ansportation Real Estate 16.1% 11.7% Agriculture Defence

Defence Agriculture

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

alue ($bn) 4,000 V 1,000 Number of deals 3,000

2,000 500

1,000

0 0 H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 H1 H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 H1 2004 2004 2005 2005 2006 2006 2007 2007 2008 2008 2009 2009 2010* 2004 2004 2005 2005 2006 2006 007 2007 2008 2008 2009 2009 2010*

> $501m > $501m

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

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

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

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

Value not disclosed

Monthly M&A Insider 04 M&A Insights Global value realignment: Recognizing and pursuing tax opportunities in an ever-challenging environment

Global value alignment (GVA) is an approach to managing cash flow with a focus on improving a company’s global tax and treasury profile. It involves aligning an organization’s business, treasury, and tax objectives, and then taking a holistic approach to global tax planning by focusing on the organization’s value drivers, operating model, earnings mix, and treasury needs.

GVA is especially valuable in today ‘s environment because it can help companies address changing business models in response to today’s economy, the Obama administration’s tax proposals, and the global business transformation that has occurred during the last few years.

In this M&A Insights article, we discuss the need for GVA, GVA’s components and benefits, and the types of companies that might take advantage of it.

Click here to download the full article.

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

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

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

After ending 2009 on a high with elevated levels of M&A activity in the second half of the ASIA-P year, Asia-Pacific started the new decade with a whimper. Regional M&A activity in the first

a two months of 2010 totaled at US$34.9bn over 274 deals, only a slight uptick in year on year c i f comparison, representing little improvement over the levels of over January and February 2009, at the depth of the global recession, when 272 deals with a total value of US$31.5bn were announced.

Prudential’s AIA acquisition: latest to Bidding war for Jupiter partake in eastward trend Telecommunications fizzles The silver lining to Asia-PacificM &A activity, however, comes The bidding war over Jupiter Telecommunications has ended in the form of the announcement of a mega-deal in early quietly with no apparent “winning” bidder. When KDDI, the March. The US insurer AIG and its UK counterpart Prudential Japanese telecommunications company announced the have reached an agreement which will see the Pru acquire acquisition of a 37.8% stake in Jupiter for ¥361.7bn (US$4bn), AIG’s Asian operations which trade by the name American the synergies were obvious. Jupiter could have used the International Assurance (AIA), for US$35.5bn. This deal expertise of KDDI, which has plenty of telecom experience, deviates from AIG’s original plan of seeking a Hong Kong while KDDI could utilize the existing cable network of the listing for AIA to raise funds. company and lower cost in the long term. Some argued that the premium of 64.5% was too high, but it was justifiable if A deal of such magnitude will require a lot of capital. companies could realize the synergies and implement cost Prudential, whose market cap stood at £15.3bn (US$23.3bn) reduction messures. before the deal announcement, fell sharply to £13.4bn (US$20.4bn) when trading resumed on 1 March, and dropped Sumitomo Corporation, the largest existing shareholder, was to as low as £12.1bn (US$18.2bn) the next day, before irritated by the acquisition, however. To maintain the largest slowly creeping up again. It is raising US$20bn via a rights shareholding, Sumitomo launched a tender offer to increase issue underwritten by Credit Suisse, HSBC and JPMorgan its stake to over 40% and offered the same premium as KDDI Cazenove, as well as arranging a US$5bn debt facility, did. In the meantime, the Financial Services Agency pointed in order to finance theU S$25bn cash component of the out that the acquisition by KDDI breached a local regulation, consideration. The remainder of the consideration will be forcing the latter to put 6.7% in a trust so the holding does not settled by new shares, convertible securities and preferred exceed a third of the total share capital. To avoid a conflict stock. Following the acquisition of AIA, the expanded with Sumitomo, KDDI in the end backed down and stated Prudential will seek a dual-listing in Hong Kong to raise yet that they had no plans to further increase its shareholding in more capital. Jupiter.

Prudential’s move to acquire a much bigger peer in Asia will This whole process has resulted in a peculiar endgame. turn it from a company which derives one-third of its sales KDDI started the whole process with the intention to change from Asia to one that is estimated to be 80 to 90 percent its business, and ended up paying US$4bn without getting Asian. The deal, as well as Prudential’s plan to seek listing the desired outcome. The consideration by Sumitomo is also in Hong Kong, is the latest in a string of moves by Western large, but the aim of the trading company in acquiring the financial service providers to place greater focus on theF ar telecom business is not very clear. Despite the large amount East. HSBC’s Chief Executive OfficerM ichael Geoghegan of money involved, no real winner emerged. recently relocated his office fromL ondon to Hong Kong; RBS Coutt’s co-Chief Investment OfficerN ick Cringle made a similar move. Thomson Reuter’s Investment and Advisory President Eric Franck, who used to be based in New York, has relocated to Hong Kong as well.

Monthly M&A Insider 06 07 hinese hinese - - - - C n/a Monthly M&A Insider Monthly ational Hire, the listed listed the Hire, ational td, the the td, N L ty ty P rac Australia, the Australian the Australia, rac hina hina C esT rac rac YS3 holders of Seven Network of Seven YS3 holders T ) reehills es Deloitte Samuel Grant JPMorgan F FD W ebruary 2010 22 F A$2bn (US$1.8bn) Recommended etwork filed the relevant relevant the filed Network ebruary 2010, Seven rac currently owns W owns currently rac Premium analysis Premium Pre-rumour 1 day before 1 month before 1 day after Offer price per share ($ per share price Offer esT arious tax rulings arious tax caterpillar dealer, and a 66% stake in in stake 66% a and dealer, caterpillar Australian company engaged in equipment hire business. hire engaged in equipment company Australian Investments and Securities Australian with documentation the dispatch to is expected Network Seven Commission. Seven of shareholders the to documentation shareholder 2010. of March in the middle Network to expected is vote shareholder and meeting Scheme to expected is Scheme the and 2010, April mid held be April 2010. in late implement caterpillar dealer, dealer, caterpillar agency the government from Approval Seven of number by 50% and value by voted shares 75% voting shareholders Network Seven Network the TEL from Approval Announced: Deal value: Deal nature: on 22 F

w Bidder Financial Legal PR • • Conditions Conditions • • court approval • • • v • consents relevant Background • n/a 174.76 143.25 1965.67 Value ($m) Value rac rac T roup roup rac rac G T es W es W S$900m), as well as as well as S$900m), etwork to gain gain to etwork eighted Average Price. Average eighted U H valued at A$8.70 A$8.70 at valued H N G (advising seller) n/a 0.9x (advising seller) 10.3x 12.6x Multiples olume-W layton Utz Clayton - Goldman Sachs ebruary 2010, the last trading day day trading last the 2010, ebruary H will be listed on the Australian Australian the on listed be will H F G etwork’s closing price of A$7.36 A$7.36 of price closing etwork’s imited has agreed to acquire acquire to agreed has imited N L Pty Ltd Holdings rac esT etwork Limited Network Seven Equity Pty Ltd Capital Australian W etwork will acquire and merge with with merge and acquire will etwork etwork etwork N N

) for a consideration of A$1bn ( A$1bn of consideration a for ) will receive 115m shares in S in shares 115m receive will S$6.63) as on 19 19 on as S$6.63) CE

ost acquisition, S acquisition, ost CE he transaction will enable Seven Seven enable will transaction he U S$900m),through a of net debt of A$1bn (US$900m),through the assumption Deed. Scheme Implementation Securities Exchange. apital Equity Pty Ltd Capital Australian Holdings Pty Ltd from (A Seven Seven named company new a form to A$1bn for (SGH). Holdings Limited A share. Network each Seven (US$7.82) for Seven over 18% ( as sector, services resource and media the to exposure in China. presence its business as expand well Seven Seven prior to the announcement; and a 33% premium over over premium 33% a and announcement; the to prior days V 90 Network’s Seven EBIT Earnings Revenue EBITDA Exit multiples – Y/E 30/06/2009 Exit multiples Seller: Seller: Target: Target: Bidder: Legal PR Advisers Target/Seller Financial p t

H THE MONT AL OF DE • Rationale • • • • of approximately a premium represents price the offer Terms •

ASIA PACIFIC 08 584 776 Deal Deal ($m) value 1,145 1,264 1,801 1,840 2,200 ------6.6% 1,068 0.5% 1,465 Source: mergermarket Source: -9.9% 540 12.0% 2,407 Bid premia 1-day before Monthly M&A Insider Monthly Exit multiples (x) Exit multiples 3.6 8.3 32.6 55.0% 1,356 0.9 10.3 3.6 8.3 32.6 64.5% 4,014 n/a n/a n/a n/a n/a n/a 41.7 -53.1% 1,024 n/a n/a (loss) -5.6% 1,112 n/a n/a n/a n/a (loss) Revenue EBITDA P/E ianxi ianxi angqi angqi utra utra T T ower ower P lobal lobal quity quity verseas verseas P E G O atahari atahari evelopment evelopment rient rient orporation; orporation; apital apital lectric lectric uneng uneng iberty iberty Hangzhou Hangzhou Investment Co Ltd; Hangzhou Co Investment Ltd; and six investors private M Prima Tbk PT GS Retail Shandong Shandong E C Shandong and L D Co Ltd Group Australian Australian C Pty Ltd O (International) Limited Limited Aircel L Inc artners artners itsui itsui ower ower M atahari atahari M lectronics lectronics eong Bank Bank eong E L rontier rontier F Infrastructure Infrastructure uangxi Beisheng Beisheng uangxi hina hina harmaceutical harmaceutical td; and and td; otte Shopping Shopping otte op op Sumitomo Sumitomo roup Inc Financial Group G P Co Ltd Shanghai Industrial Industrial Shanghai Holdings Ltd P Capital CVC L utra Prima Tbk PT Putra Goldman Sachs Corporation C L Company Limited International Inc International Hong Hong Berhad Sumitomo Corporation Seven Network Seven Limited Land Limited Capita GTL Limited T Holdings Investment Inc KDDI Corporation Bidder company company Seller inancial inancial inancial inancial inancial inancial ransportation Huaneng P Services F Real Estate Real Estate Consumer Services F TMT Consumer T TMT Services F Industrials & Industrials Chemicals Real Estate TMT Consumer TMT Sector o o C C imited imited eal eal uneng uneng R L itsui itsui lectric lectric roup Inc Inc roup M E G inancial inancial orporation; orporation; verseas verseas F imited (telecom (telecom imited C O L echnology L echnology rac Holdings Pty rac esT edyna edyna (21.65% orporation rient rient ower ower inancial inancial hejiang Joyon Joyon hejiang elecommunications elecommunications elecommunications elecommunications stake) C C Z Co Ltd Estate roup Neo-China Land Group (Holdings) Limited Department Matahari Tbk PT (90.76% Store stake) Sumitomo Sumitomo TPV T F (2.51% stake) (75.68% stake) iscount GS Mart (14 Discount and GS Square Stores); (3 Department Stores) and Shandong Shandong and P Co Group Development in 9 Chinese Ltd (stakes companies) Shandong Shandong Ltd (12.62% stake) Jupiter Jupiter T apital Berhad EON Capital W Ltd O Limited Developments Aircel business) tower San Miguel Corporation Ltd (37.8% stake) Jupiter Jupiter T

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

eb-10 eb-10 eb-10 xpected de als xpected s & E de al op 6-Jan-10 6-Jan-10 9-F Announced Status company Target 20-Jan-10 19-Jan-10 25-Jan-10 28-Jan-10 29-Jan-10 03-Jan-10 21-Jan-10 18-Jan-10 14-Jan-10 25-Jan-10 15-F 22-F YTD 28 FEBRUARY 2010 announced deals for op 15 Asia-PACIFIC ompleted; P = P C = Completed;

T T

ASIA PACIFIC 09 432 Deal Deal ($m) value 1,801 1,145 - - - Source: mergermarket Source: -0.2% 495 Bid premia Monthly M&A Insider Monthly 1-day before Exit multiples (x) Exit multiples 3.6 8.3 32.6 55.0% 1,356 0.9 10.3 Revenue EBITDA P/E ssar ssar ssar ssar quity quity E E E apital apital imited; imited; and td; elecom elecom Australian Australian C Pty Ltd GS Retail ssar Essar Investments L Securities L T Infrastructure Holding Ltd Overseas Seller company Seller and and and and L verseas verseas O hina hina ranscend Infrastructure Infrastructure ranscend Sumitomo Corporation Sumitomo Shopping Company Lotte Limited etwork Limited Network Seven Bidder company Limited Investment Ltd Investment T C TMT Consumer Industrials & Industrials Chemicals TMT Consumer fg fg M ompany ompany C elecom elecom lectric lectric S Square (3 (3 Square S E art (14 (14 art rac Holdings Holdings rac G T M td (12.62% stake) (12.62% Ltd es iscount Stores); Stores); iscount S S imited (76.92% (76.92% imited elecommunications elecommunications Jupiter Jupiter T Co and and G D Department Stores) Pty Ltd W Infrastructure ssar T Essar L stake) (Holdings) (Holdings) Shell Shell

ending; L = Lapsed P P P P P

eb-10 eb-10 eb-10 eb-10 eb-10 ls de a op 9-F Announced Status company Target Sector 15-F 22-F 24-F 25-F he month (february 2010) announced deals of t op 5 Asia-PACIFIC P = P C = Completed;

T T

ASIA PACIFIC Expected deals

ASIA PA Pipeline of Asia-Pacific expected deals

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

C I F (B); target (T); ($m) seller (S) Expected Deal Axa Asia Pacific Financial AXA; AMP Deutsche 10,000 AMP and AXA originally submitted a Services Limited; and Bank (T); joint offer for AXA Asia Pacific Holdings. National Macquarie The offer would be equivalent to AXA Australian Group (T); UBS selling its 54% stake in AXA APH's Bank Investment Australia & New Zealand business while Bank (B - AXA acquiring the 46% of AXA APH's Asian & AMP); operations that AXA does not own for a JPMorgan (B - net cash payment of EUR 1.1bn. AXA also NAB) entered into an exclusivity agreement for the purpose of the offer, but this subsequently expired, with NAB entering the situation with its own proposal to AXA APH. Expected deal Transurban Group Construction Canada Lazard 6,500 Transurban Group in November received Pension Plan (T); UBS a conditional and non-binding joint Investment Investment takeover proposal from CPPIB and OTPP. Board (CPPIB); Bank (T); The Board then evaluated the proposal and Ontario Goldman and rejected it on the original terms. Teachers’ Sachs (B); The Future Fund Board of Guardians has Pension Plan JPMorgan (B) subsequently considered supporting the (OTPP) proposal by CPPIB and OTPP. However, Transurban continues to insist a bona fide proposal is needed before talks can proceed. Expected Deal Chuo Mitsui Trust Financial Sumitomo 5,709 Chuo Mitsui Trust and Sumitomo Trust Holdings Inc Services Trust & have announced a plan to consolidate the Banking business by creating a holding company by April 2011. Expected Deal Denway Motors Industrials & Guangzhou China 4,469 Guangzhou Automobile Group submitted Limited Chemicals Automobile International an application to list China Lounge, and Group Capital as part of the process, intends to privatize Corporation Denway Motors GAC under a scheme (B); GF of arrangement, in which it plans to Securities (B) exchange its new H shares for those held by current Denway shareholders. Expected Deal Arrow Energy Energy, Mining Consortium Citigroup (T); 3,700 Arrow Energy Limited has received a Limited & Utilities comprising UBS AG (T) non-binding indicative and conditional Royal Dutch proposal from a company jointly owned Shell and by Royal Dutch Shell and PetroChina. Petrochina Under the proposal, Arrow shareholders would receive consideration of AUD 4.45 per share in cash plus a share in a new entity comprised of Arrow’s international business Expected Deal KNM Group Industrials & BlueFire Goldman 1,059 KNM Group receives management buyout Berhad Chemicals Capital Group Sachs (B) offer of MYR 0.90 per share Ltd

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

Monthly M&A Insider 10 League tables

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

YTD House Value Deal YTD House Value Deal C I F 28-Feb-2010 ($m) count 28-Feb-2010 ($m) count 1 Barclays Capital 3,597 4 1 Macquarie Group 668 7 2 Goldman Sachs 3,423 5 2 PricewaterhouseCoopers 1,474 6 3 Nomura Holdings 2,864 2 3 Goldman Sachs 3,423 5 4 Standard Chartered 2,616 2 4 Citigroup 2,222 5 5 Credit Suisse 2,607 3 5 Barclays Capital 3,597 4 6 Morgan Stanley 2,488 3 6 Deloitte 2,245 4 7 JPMorgan 2,296 3 7 China International Capital 1,795 4 8 Deloitte 2,245 4 8 Credit Suisse 2,607 3 9 Citigroup 2,222 5 9 Morgan Stanley 2,488 3 10 Somerley 2,013 3 10 JPMorgan 2,296 3 11 Rothschild 1,933 2 11 Somerley 2,013 3 12 Bank of America Merrill Lynch 1,921 2 12 UBS Investment Bank 1,571 3 13 Grant Samuel 1,801 1 13 ENAM Securities 155 3 14 China International Capital 1,795 4 14 CIMB Group 145 3 15 UBS Investment Bank 1,571 3 15 Ernst & Young 95 3 16 PricewaterhouseCoopers 1,474 6 16 Nomura Holdings 2,864 2 17= Banco Itau BBA 1,184 1 17 Standard Chartered 2,616 2 17= Motilal Oswal Investment Advisors 1,184 1 18 Rothschild 1,933 2 17= Santander Global Banking and Markets 1,184 1 19 Bank of America Merrill Lynch 1,921 2 20 The Anglo Chinese Group 1,024 1 20 Guotai Junan Capital 674 2 Source: mergermarket Source: mergermarket

The financial adviser league tables by value and volume have been run from 01 January 2010 to 28 February 2010 and exclude lapsed and withdrawn deals. The tables cover all sectors and are based on the geography of either the target, bidder or seller being Asia-Pacifc excluding Japan. Top 15 legal advisers – Asia-Pacific excl Japan value volume

YTD House Value Deal YTD House Value Deal 28-Feb-2010 ($m) count 28-Feb-2010 ($m) count 1 Baker & McKenzie 2,361 5 1 Freshfields Bruckhaus Deringer 931 8 2 Slaughter and May 2,320 2 2 Jones Day 1,206 6 3 O'Melveny & Myers 2,200 2 3 Clifford Chance 472 6 4 Freehills 2,064 4 4 Baker & McKenzie 2,361 5 5 Haiwen & Partners 1,938 3 5 Mallesons Stephen Jaques 1,172 5 6 Clayton Utz 1,879 4 6 AZB & Partners 908 5 7= Amarchand & Mangaldas & Suresh A Shroff & Co 1,840 1 7 WongPartnership 364 5 7= Wadia Ghandy & Co 1,840 1 8 DLA Piper 143 5 9 Skadden Arps Slate Meagher & Flom 1,686 4 9 Minter Ellison 40 5 10 Linklaters 1,560 4 10 Freehills 2,064 4 11 Kim & Chang 1,539 3 11 Clayton Utz 1,879 4 12 Veirano Advogados 1,281 2 12 Skadden Arps Slate Meagher & Flom 1,686 4 13 Richards Butler in association with Reed Smith 1,214 2 13 Linklaters 1,560 4 14 Jones Day 1,206 6 14 Grandall Legal Group 142 4 15= Crawford Bayley & Company 1,184 1 15 Norton Rose 32 4 15= Tozzini Freire Teixeira E Silva Advogados 1,184 1 16 Haiwen & Partners 1,938 3 17 Mallesons Stephen Jaques 1,172 5 17 Kim & Chang 1,539 3 18 Allen & Gledhill 1,095 3 18 Allen & Gledhill 1,095 3 19 AllBright Law Offices 1,038 2 19 Lee & Ko 615 3 20= JSM 1,024 1 20 Shin & Kim 322 3 20= Lovells 1,024 1 Source: mergermarket Source: mergermarket

The legal adviser league tables by value and volume have been run from 01 January 2010 to 28 February 2010 and include lapsed and withdrawn deals. The tables cover all sectors and are based on the geography of either the target, bidder or seller being Asia-Pacifc excluding Japan.

Monthly M&A Insider 11 League tables

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

YTD House Value Deal YTD House Value Deal 28-Feb-2010 ($m) count 28-Feb-2010 ($m) count 1 Nomura Holdings 6,871 13 1 Nomura Holdings 6,871 13 2 JPMorgan 4,014 2 2 Mizuho Financial Group 266 5 3 UBS Investment Bank 4,014 1 3 Goldman Sachs 3,671 4 4 Goldman Sachs 3,671 4 4 KPMG 425 4 5 Bank of America Merrill Lynch 1,740 1 5 Daiwa Securities Group 255 4 6 KPMG 425 2 6 Citigroup 197 3 7 Mizuho Financial Group 266 5 7 PricewaterhouseCoopers 113 3 8 Daiwa Securities Group 255 4 8 JPMorgan 4,014 2 9 GCA Savvian 227 2 9 GCA Savvian 227 2 10 Citigroup 197 3 10 Orix M&A Solutions 55 2 11 Raymond James & Associates 170 1 11 Sumitomo Mitsui Financial Group 41 2 12 PricewaterhouseCoopers 113 3 12 UBS Investment Bank 4,014 1 13 Mitsubishi UFJ Financial Group 67 1 13 Bank of America Merrill Lynch 1,740 1 14 AGS Consulting 62 1 14 Raymond James & Associates 170 1 15 Orix M&A Solutions 55 2 15 Mitsubishi UFJ Financial Group 67 1 Source: mergermarket Source: mergermarket The financial adviser league tables by value and volume have been run from 01 January 2010 to 28 February 2010 and exclude lapsed and withdrawn deals. The tables cover all sectors and are based on the geography of either target, bidder or seller being Japan.

Top 15 Legal Advisers – Japan value volume

YTD House Value Deal YTD House Value Deal 28-Feb-2010 ($m) count 28-Feb-2010 ($m) count 1 Mori Hamada & Matsumoto 7,142 6 1 Mori Hamada & Matsumoto 7,142 6 2= Latham & Watkins 4,014 1 2 Nagashima Ohno & Tsunematsu 2,078 6 2= Skadden Arps Slate Meagher & Flom 4,014 1 3 Anderson Mori & Tomotsune 2,162 5 4 Anderson Mori & Tomotsune 2,162 5 4 Nishimura & Asahi 991 4 5 Shearman & Sterling 2,107 2 5 TMI Associates 1,446 3 6 Nagashima Ohno & Tsunematsu 2,078 6 6 Baker & McKenzie 170 3 7 Ropes & Gray 1,807 2 7 Shearman & Sterling 2,107 2 8 Gibson Dunn & Crutcher 1,740 1 8 Ropes & Gray 1,807 2 9 TMI Associates 1,446 3 9= Allen & Overy - 2 10 Morgan Lewis & Bockius 1,356 1 9= Linklaters - 2 11 Nishimura & Asahi 991 4 11= Latham & Watkins 4,014 1 12 Abe, Ikubo & Katayama 367 1 11= Skadden Arps Slate Meagher & Flom 4,014 1 13 Baker & McKenzie 170 3 13 Gibson Dunn & Crutcher 1,740 1 14= Greenberg Traurig 170 1 14 Morgan Lewis & Bockius 1,356 1 14= Satterlee Stephens Burke & Burke 170 1 15 Abe, Ikubo & Katayama 367 1 Source: mergermarket Source: mergermarket

he legal adviser league tables by value and volume have been run from 01 January 2010 to 28 February 2010 and include lapsed and withdrawn deals. The tables cover all sectors and are based on the geography of either target, bidder or seller being Japan.

Monthly M&A Insider 12 Trend graphs

Asia-Pacific M&A quarterly trend ASIA PA

value volume C I F 200,000 800

700

150,000 600

500

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

50,000 200

100

Asia-pacific M&A quarterly mid-market trend

value volume

35,000 500

30,000 400

25,000

300 20,000

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

10,000

100 5,000

Moving average trend line

Monthly M&A Insider 13 Trend graphs

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

value volume C I F 25,000 100

20,000 80

15,000 60 alue ($m) V 10,000 40 Number of deals

5,000 20

Asia-Pacific Asia-Pacific buyouts buyouts

Asia-Pacific Asia-Pacific exits exits

Asia-Pacific M&A Sector Breakdown YTD 2010

value volume

0.6% 0.7% 0.5% 2.2% 1.7% 2.5% 2.2% 2.2% 4.8% TMT 5.4% 18.1% Industrials & Chemicals

5.9% 32.5% Consumer TMT 6.1% Real Estate Consumer

Financial Services Financial Services 9.5% 6.9% Industrials & Chemicals Energy, Mining & Utilities

Energy, Mining & Utilities 15.9% Business Services

Tr ansport 7.2% Real Estate

10.5% Pharma, Medical & Biotech Construction

Construction Pharma, Medical & Biotech

Agriculture 9.0% Leisure 17.1% 14.4% 13.8% Business Services Tr ansport 10.5% Leisure Agriculture

Monthly M&A Insider 14 Trend graphs

ASIA-PACIFIC M&A GEOGRAPHIC BREAKDOWN YTD 2010 ASIA PACIFIC value volume

2.2% 2.2% 10.0% 4.0% 0.6% 2.2% 1.3% 17.0% China China 3.2% 2.6% Japan Japan 2.2% 29.2% Australia 6.9% Australia

South Korea South Korea

India India 7.9% 16.7% Hong Kong Hong Kong

Malaysia Malaysia

Indonesia 25.6% Indonesia 10.5% Singapore Singapore

8.7% Taiwan 19.1% Taiwan Other 8.0% 7.2% 12.6% Other

ASIA-PACIFIC M&A DEAL SIZE BREAKDOWN

value volume

300 1,500

250 1,200

200 900

150

Value ($bn) Value 600 Number of deals 100

300 50

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

> $501m > $501m

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

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

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

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

Value not disclosed

Monthly M&A Insider 15 16

f o o growth growth P tal nths D o o G t

m n Monthly M&A Insider Monthly o o o tw

valuati

first

the

imate in

ox r bn pp a

will America Latin that o speculate US$45.69 had

ver rates of 4.0% and 4.7%, respectively; which would place these these place would which respectively; 4.7%, and 4.0% of rates than advanced recovery to pace on a much faster markets America Latin while Thus, US. the and Europe in economies confidence rising M&A, global dominate to set be not might which market deal a for well bode still growth economic and years. two past the for activity transaction slowing seen has originated in Brazil. Compared to the same period in 2009, 2009, in period same the to Compared Brazil. in originated approximately by increased value deal total country’s the deals. 25 by represented as US$5.70bn, from US$2.00bn and Chemicals & Industrials the in activity transaction Brisk activity M&A of bulk the to contributed has sectors Consumer market. Brazilian the in Brazil’s in market to came deal largest the Nevertheless, moving Vale giant mining with space materials raw booming production and mines phosphate Brazil-based the acquire to fertilizer with agribusiness US-based the Bunge, of facilities US$3.80bn. of consideration total a for operations, foods and American Latin for outlook the 2010, of stage early this At have economies largest two The bright. seemingly is flow deal a suggesting transactions, bold and big witnessed already This markets. these in bullishness investor of degree healthy two region’s the in outlook growth 2010 the by bolstered is markets. biggest see will Brazil and Mexico that forecasts IMF the Indeed, real with year this growth output in upsurge an g o g which talin o 2009, 2009, t

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ared p lobal and its subsidiary Telmex Internacional Internacional Telmex subsidiary its and lobal m the

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g might lead some t rise in value dramatic US$8.45bn, the the gl the dominate for an approximate consideration of US$27.05bn. The The US$27.05bn. of consideration approximate an for equity 60.7% a with Móvil América provide will acquisition media the Slim, Carlos Internacional. Telmex in stake who Móvil América of holder share majority and magnate the integrate to intends list, rich Forbes topped recently telephone, fixed-line with provider a create to companies Latin America. across services and internet mobile significant two transactions, aforementioned the to addition In fueled further space TMT Mexican the in brokered deals the media Grupo Televisa, M&A value. total the region’s market to came City, Mexico in headquartered group in acquisition stake 30% a broker to mid-February in consideration total a for Mexico de Nextel Comunicaciones a in the month, MVS Comunicaciones, of US$1.44bn. Later EchoStar with up teamed provider, service satellite Mexican acquire to counterpart, US-based a Services, Satellite US$589m. for Mexicanos Satélites M&A by regional has dominated Mexico whereas Meanwhile, market deal regional leading the is Brazil value, transaction approximately at valued deals announced 28 With activity. by activity M&A region’s the half than more US$7.80bn, However, a closer look reveals that the region’s region’s the that reveals look closer a However, number small a by bolstered was value deal aggregate two the in undertaken mega-deals transformational of rather Brazil, and Mexico markets, American Latin dominant the in plays of trend regional broader a from emanating than deal market. region’s segment of the large-cap transaction largest the deals, top the to look a Casting Mexican the Móvil, América saw region the in brokered a tender make provider, service communications wireless Carso for offer n stride, the o valuati ked off 2010 with an impressive kic America y in Latin Dealmaking activit on po rt re M&A ket ermar g A mer re LATIN AMERICA LATIN

LATIN AMERICA DEAL OF THE MONTH

Target: Comunicaciones Nextel de Mexico SA de CV Announced: 15 February 2010 LATIN AMERICA

Bidder: Grupo Televisa SA de CV Deal value: $1.44bn

Seller: NII Holdings Inc Deal nature: Acquisition, Cross border, Private, Transatlantic

Structure: Rationale: • Grupo Televisa SA de CV has agreed to acquire a 30% • The acquisition will combine Nextel Mexico’s wireless stake in Comunicaciones Nextel de Mexico SA from NII services and capabilities with Televisa’s programming, Holdings Inc for a consideration of $ 1.44bn. content and multiple distribution channels, and the resources which will allow them to offer a wide range of • Grupo Televisa SA de CV is a listed Mexico based media innovative telecommunications and media services. group involved in television, publishing and radio. • Comunicaciones Nextel de Mexico SA is a Mexico Post deal details: based internet services provider and wireless • NII Holdings will retain the remaining 30% stake in telecommunications service provider Nextel Mexico. • NII Holdings Inc is a listed US based provider of fully • Peter Foyo, the president of Nextel Mexico, and other integrated wireless communication services. management will continue to manage the wireless operation. Terms: • Televisa will initially pay $1.14bn and the remaining Expected completion: $300m will be paid in three equal annual installments. • Transaction is expected to be completed by the second • In addition, Televisa will also be granted an option to quarter of 2010. acquire an additional 7.5% stake in Nextel Mexico which is exercisable on either the 3rd or 4th anniversary of the Conditions: completion of the initial investment. • Customary closing conditions.

• The implied equity value of the transaction is • Nextel Mexico and Grupo Televisa being granted licenses approximately $17m. to use specified amounts of spectrum in the upcoming spectrum auctions in Mexico. • Moreover, Televisa will have right to appoint two of six Nextel Mexico board members as well as special approval rights for specified significant decisions, transactions and corporate events.

Exit multiples – Y/E [31/12/2008] Premium analysis

Multiples Value ($m) Offer price per share ($) -

Revenue - - 1 day before n/a EBITDA - - 1 month before n/a EBIT - - 1 day after n/a Earnings - - Pre-rumour -

Advisers Target/Seller Bidder Financial: Lazard Financial: -

Lawyer: Jones Day Lawyer: Wachtell, Lipton, Rosen & Katz

Monthly M&A Insider 17 Top deals & expected deals

Top 15 Latin American announced deals YTD 2010 LATIN AMERICA

Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia Deal Revenue EBITDA P/E 1-day before value ($m) 13-Jan-10 P Carso Global TMT America Movil SA de CV 2.8% 19,358 Telecom SAB de CV 11-Jan-10 P FEMSA Cerveza SA Consumer Heineken NV Fomento - 7,692 de CV Economico Mexicano SAB de CV 13-Jan-10 P Telmex TMT America Movil SA de CV 2.6 10.6 23.6 2.2% 6,533 Internacional SAB de CV (39.30% stake) 27-Jan-10 P Bunge Participacoes Industrials & Vale SA Bunge Limited - 3,800 e Investimentos SA Chemicals 15-Feb-10 P Comunicaciones TMT Grupo Televisa SA de CV NII Holdings Inc - 1,440 Nextel de Mexico SA de CV (30% stake) 21-Feb-10 P Equipav SA Acucar Consumer Shree Renuka Sugars Equipav Group - 1,184 e Alcool (50.79% Limited stake) 26-Feb-10 P Satelites Mexicanos, TMT EchoStar Satellite - 589 SA de CV Services; MVS Comunicaciones 29-Jan-10 P LQ Inversiones Financial Citigroup Inc Quinenco SA n/a n/a - 534 Financieras SA Services (8.52% stake) 11-Jan-10 P Dufry South Consumer Dufry Group - 529 America Ltd (48.96% stake) 22-Jan-10 P Quattor Industrials & Braskem SA Uniao de - 457 Participacoes SA Chemicals Industrias (60% stake) Petroquimicas SA 7-Jan-10 C CVC Brasil Leisure RLJ Equity Partners LLC; - 393 Operadora e The Carlyle Group LLC Agencia de Viagens SA 22-Jan-10 P Administradora de Financial Camara Chilena de la Citigroup Inc n/a n/a -19.1% 372 F de P Habitat SA Services Construccion (59.77% stake) 12-Jan-10 C Usina Frutal (44% Industrials & Bunge Limited Cargill - 365 stake); Usina Chemicals Incorporated; Guariroba (60% Grupo Arakaki; stake); Usina Grupo CFM; Itapagipe (56.25% Humus stake); Usina Agroterra Ltda Ouroeste (50% stake) 21-Jan-10 P VTR GlobalCom SA TMT CorpGroup Cristalerias de - 333 (20% stake) Chile SA 28-Jan-10 P Medial Saude SA Financial Amil Assistencia Medica n/a n/a (loss) -0.5% 317 (48.07% stake) Services Internacional Ltda C = Completed; P = Pending; L = Lapsed Source: mergermarket

Monthly M&A Insider 18 Top deals & expected deals

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

Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia Deal value Revenue EBITDA P/E 1-day before ($m) 15-Feb-10 P Comunicaciones TMT Grupo Televisa SA de CV NII Holdings Inc - 1,440 Nextel de Mexico SA de CV (30% stake) 21-Feb-10 P Equipav SA Acucar Consumer Shree Renuka Sugars Equipav Group - 1,184 e Alcool (50.79% Limited stake) 26-Feb-10 P Satelites Mexicanos TMT EchoStar Satellite - 589 SA de CV Services; MVS Comunicaciones 24-Feb-10 P El Paso Corporation Energy, Mining Sempra Pipelines & El Paso - 300 (Mexican & Utilities Storage Corporation pipeline and gas infrastructure assets ) 5-Feb-10 C Compania Energy, Mining Grupo Mexico SAB de CV 2.6 7.9 15.7 - 240 Perforadora Mexico & Utilities SA C = Completed; P = Pending; L = Lapsed Source: mergermarket

Pipeline of LATIN American expected deals

Situation Target Sector Potential bidder Financial Seller company Market cap/ est. Comments company company adviser to value ($m) bidder (B); target (T); seller (S) Rumoured TGN Energy, Mining Emgasud Barclays Techint USD 344m Emgasud, the Argentine energy company, has offered takeover target & Utilities Plc (T) Compania (TGN debt) to buy a majority stake in Transportadora de Gas Tecnica del Norte (TGN), a local natural gas transporter, Internacional Pagina/12 reported. The paper cited Alejandro SACI Ivanissevich, owner of Emgasud, as saying that that TGN business plan must be redone, the company has failed in its strategy and Emgasud can provide one for the company. As reported, TGN defaulted on its USD 344m debt in December. The value of its bonds fell to 10 cents. Following the default declaration, the company must face government intervention. Rumoured Express de Transportation Grupo Rios USD 34m It was reported that Grupo Rios, the Colombia- takeover target Santiago (target based conglomerate, is in talks to acquire Chilean Uno revenue) mass transportation company Express de Santiago Uno. According to the article sources say Grupo Rios is currently restructuring the conglomerate’s management and is preparing a strategy to spur growth in Chile through acquisitions. It also states the group is already in advanced negotiations and, following the deal, may seek to merge Express de Santiago Uno with Alsacia, its mass transportation subsidiary. Express Santiago Uno, the operator of the Troncal 4 bus line, has annual revenues of USD 34m. Expected deals based on confirmed announcements by companies involved

Monthly M&A Insider 19 League tables

Top 15 financial advisers – LATIN AMERICA LATIN AMERICA value volume

YTD House Value Deal YTD House Value Deal 28-Feb-2010 ($m) count 28-Feb-2010 ($m) count 1 Credit Suisse 40,760 11 1 Credit Suisse 40,760 11 2 Rothschild 7,942 2 2 Bank of America Merrill Lynch 2,549 5 3= Allen & Company 7,692 1 3 Morgan Stanley 2,025 5 3= Citigroup 7,692 1 4 JPMorgan 3,076 4 5 Deutsche Bank 4,389 3 5 BNP Paribas 2,876 4 6 JPMorgan 3,076 4 6 Deutsche Bank 4,389 3 7 BNP Paribas 2,876 4 7 Banco Bradesco 486 3 8 Bank of America Merrill Lynch 2,549 5 8 Rothschild 7,942 2 9 Morgan Stanley 2,025 5 9 Santander Global Banking and Markets 1,713 2 10 Santander Global Banking and Markets 1,713 2 10 Caixa Banco de Investimento 1,010 2 11 Lazard 1,440 1 11 UBS Investment Bank 590 2 12= Banco Itau BBA 1,184 1 12 Paradigm Capital 163 2 12= Motilal Oswal Investment Advisors 1,184 1 13= Allen & Company 7,692 1 14 Caixa Banco de Investimento 1,010 2 13= Citigroup 7,692 1 15 UBS Investment Bank 590 2 15 Lazard 1,440 1 Source: mergermarket Source: mergermarket

The financial adviser leue tables by value and volume have been run from 01 January 2010 to 28 February 2010 and exclude lapsed and withdrawn deals. The tables cover all sectors and are based on the geography of either the target, bidder or seller being Latin America

Top 15 legal advisers – LATIN AMERICA value volume

YTD House Value Deal YTD House Value Deal 28-Feb-2010 ($m) count 28-Feb-2010 ($m) count 1 Dewey & LeBoeuf 25,891 2 1 Tozzini Freire Teixeira E Silva Advogados 1,924 7 2 Cleary Gottlieb Steen & Hamilton 12,622 4 2 Machado Meyer Sendacz e Opice 301 5 3 Gibson Dunn & Crutcher 8,281 2 3 Cleary Gottlieb Steen & Hamilton 12,622 4 4= Allen & Overy 7,692 1 4 AM Pereira, Saragga Leal, Oliveira 2,876 4 4= Freshfields Bruckhaus Deringer 7,692 1 Martins, Judice & Associados 4= Loyens & Loeff 7,692 1 5 Vieira de Almeida & Associados 1,866 3 7 Skadden Arps Slate Meagher & Flom 3,920 2 6 Uria Menendez 1,082 3 8 Shearman & Sterling 3,879 2 7 Linklaters 470 3 9= Davis Polk & Wardwell 3,800 1 8 Barbosa, Mussnich & Aragao 262 3 9= Souza, Cescon Avedissian, Barrieu e 3,800 1 9 Dewey & LeBoeuf 25,891 2 Flesch Advogados 10 Gibson Dunn & Crutcher 8,281 2 9= Ulhoa Canto, Rezende e Guerra - 3,800 1 11 Skadden Arps Slate Meagher & Flom 3,920 2 Advogados 12 Shearman & Sterling 3,879 2 12 AM Pereira, Saragga Leal, Oliveira 2,876 4 13 White & Case 1,360 2 Martins, Judice & Associados 14 Veirano Advogados 1,281 2 13 Tozzini Freire Teixeira E Silva Advogados 1,924 7 15 Pinheiro Neto Advogados 1,260 2 14 Vieira de Almeida & Associados 1,866 3 Source: mergermarket 15= Jones Day 1,440 1 15= Wachtell, Lipton, Rosen & Katz 1,440 1 Source: mergermarket The legal adviser leue tables by value and volume have been run from 01 January 2010 to 28 February 2010 and include lapsed and withdrawn deals. The tables cover all sectors and are based on the geography of either the target, bidder or seller being Latin America

Monthly M&A Insider 20 Trend graphs

LATIN American M&A quarterly trend LATIN AMERICA

value volume

60,000 175

150 50,000

125 40,000

100

30,000 alue ( $ m)

V 75 Number of deals 20,000 50

10,000 25

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

6,000 100

5,000 80

4,000 60

3,000 alue ( $ m) V 40 Number of deals 2,000

20 1,000

Moving average trend line

Monthly M&A Insider 21 Trend graphs

LATIN American M&A quarterly private equity trend LATIN AMERICA

value volume

2,500 15

2,000 12

1,500 9 alue ( $ m) V 1,000 Number of deals 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

0.9% 0.3% 0.2% 0.1% 2.0% 2.1% 2.0% 2.7% 2.0% TMT Energy, Mining & Utilities 10.8% 10.0% Consumer 24.0% Industrials & Chemicals

Industrials & Chemicals Consumer

Financial Services Business Services

Energy, Mining & Utilities 12.0% TMT

Leisure Financial Services

21.0% Business Services Leisure

Tr ansport Tr ansport

Pharma, Medical & Biotech 62.9% 14.0% 18.0% Pharma, Medical & Biotech

16.0%

Monthly M&A Insider 22 Trend graphs

Latin American M&A deal size breakdown LATIN AMERICA

value volume

80,000 350 75,000 70,000 300 65,000 60,000 250 55,000 50,000 45,000 200 40,000

35,000 150 30,000 Number of deals Number of deals 25,000 100 20,000 15,000 50 10,000 5,000 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 2004 2004 2005 2005 2006 2006 2007 2007 2008 2008 2009 2009 2004 2004 2005 2005 2006 2006 2007 2007 2008 2008 2009 2009

> $501m > $501m

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

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

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

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

Value not disclosed Value not disclosed

Monthly M&A Insider 23 24

, y at Monthly M&A Insider Monthly addition

n y. I y. it v based bidders comprised 26% of of 26% comprised bidders based acti

K and the wever, US consumers economic

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y y e 9.7 percent in February. a seven-month lo y home sales fell to Januar k fears about w of ebruary as a result in F gloomier the listed U listed the $35.5bn. of consideration total for group, management fund in figures volume M&A 2010 of months two first the in Overall, the of months two first the in than higher were America North transactions 489 of total A fell. valuations while year, previous the to compared 2010 in recorded were $100.289bn at valued at $130.679bn in 2009. 425 deals valued disappoint continue to housing market y investig Regulator States United the in Investment Foreign on Committee location geographic the on eye close a keeping is (CFIUS) critical and strategic acquire to seek who bidders, the of reviews in the US. The committee companies technologies national security that may raise transactions ‘covered’ congress to report annual unclassified its In concerns. 155 of total a that stated CFIUS 2009, November in published in committee the with filed were transactions M&A of notices and review a conducted CFIUS notices, 155 the of Out 2008. transactions. 23 of investigation insurance and financial services. In March MetLife Inc, Inc, MetLife March In services. financial and insurance to agreed company, insurance life based US listed the based US the Company, Insurance Life American acquire AI of subsidiary insurance gest since 2003. Ho of 2010 being the stron in the first quarter transaction valued highest is acquisition The convertibles. AI America. North in date to year the of Hong its sell to M&A activity is gaining speed in 2010 thanks in large part part large in thanks 2010 in speed gaining is activity M&A International American to the gro stimulated investment Business nce Upd ma 2010 Perfor on port re M&A ket ermar g A mer NORTH AMERICA NORTH

NORTH AMERICA DEAL OF THE MONTH

Target: Smith International Inc Announced: 21 Feb 2010 NORTH AMERICA

Bidder: Schlumberger Ltd Deal value: $12,198m

Seller: - Deal nature: Acquisition, Domestic, Public

Structure Rationale • Smith International (SII), a Delaware corporation, • Smith’s drilling technologies, other products and has signed a definitive agreement to be acquired by expertise complement Schlumberger business, and Schlumberger Ltd (SLB), also a Delaware corporation. will make Schlumberger a market leader in a number The boards of directors of both companies have approved of fields. Schlumberger expects the combination to the merger. be accretive to earnings per share in 2012 with pretax • Smith International, a US based company headquartered synergies of $160m in 2011 and $320m in 2012. in Houston, TX, provides products and services to the oil Conditions and gas exploration and production industry in the United States and internationally. • HSR (USA) • Schlumberger Ltd, a Netherlands based company • EC (Europe) headquartered in Houston, TX, supplies technology, • SII EGM integrated project management, and information solutions to the oil and gas industry worldwide. Expected Completion • The transaction is expected to close in the latter half of Terms 2010. • 0.6966 SLB shares will be exchanged for each SII share. • This represents a value of $41.51 for each SII share based Termination Date on SLB’s closing price of $63.90 on 19-Feb-10. • The termination date for the transaction is 21-Feb-11, but • The offer provides a premium of 10.10% based on SII’s it can be extended under certain circumstances. closing price of $37.70 on 19-Feb-10. • The implied equity value of the transaction is approx. Termination Fee $11.01bn. • $340m, or 3.08% based on the implied equity value of • If a superior offer were to emerge for Smith, the company the deal. The per-share increase required to cover this would be required to give Schlumberger at least three fee in a superior offer would be $1.37. Under certain business days to make adjustments to its current offer circumstances, there would be a reverse termination fee before Smith’s board of directors could effect a change of and the parent would owe the company $615m. recommendation of the deal.

Exit multiples – Y/E [31/12/2008] Premium analysis

Multiples Value ($m) Offer price per share ($) 44.51

Revenue 1.5 x 8,219 1 day before 18.07% EBITDA 12.7 x 964 1 month before 47.88% EBIT 20.4 x 599 1 day after 18.07% Earnings 67.4 x 148 Pre-rumour 33.47%

Monthly M&A Insider 25 DEAL OF THE MONTH

Advisers NORTH AMERICA Target/Seller Bidder Financial UBS Investment Bank Financial Goldman Sachs

Legal Wachtell, Lipton, Rosen & Katz Legal Baker Botts O’Melveny & Myers (Advising UBS Investment Bank)

Mergermarket/dealReporter Intelligence

02-Mar-10 National Oilwell Varco may target Newpark, Cameron or FMC in light of Schlumberger/Smith deal, bankers say

24-Feb-10 Oilfield services M&A to accelerate after Smith deal, bankers say

23-Feb-10 Schlumberger likely to divest Smith's wireline and coil tubing businesses, bankers say

Timetable and Expected Events

Regulatory Date C Notes

HSR (USA) 30 cd waiting period; further 30 cd following compliance with the request for additional information EC Notification (Europe) re approval by the European Commission; 25/35 td for Ph-1 decision, further 90 td if referred to Ph-2 Last date for Art. 9/Art. 22 request Last date for Art. 9/Art. 22 request Last day for remedies within phase 1 20 td from EC notification, will cause 10 td extension if remedies submitted Art. 9/Art. 22 decision 10 td from request EC Decision 25 td from notification standard Offer Timetable

Termination Date re date by which merger must be completed before agreement must be amended

Prelim Proxy re preliminary proxy statement filed with SEC, reviewing process typically lasts at least 30 cd, and can be as long as 60 cd Def Proxy re definitive proxy statement declared effective by SEC

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

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

SII EGM record date re date shares must be held by in order to vote at the EGM

SII EGM re approval of merger by target's shareholders; normally 1m from def proxy

Monthly M&A Insider 26 Top deals & Expected deals

Top 15 North American announced deals for YTD 28 February 2010 NORTH AMERICA

Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia Deal value Revenue EBITDA P/E 1-day before ($m) 25-Feb-10 P Coca-Cola Consumer The Coca-Cola Company Coca-Cola - 12,200 Enterprises Inc Enterprises Inc (North American operations) 21-Feb-10 P Smith International Energy, Mining Schlumberger Limited 1.5 12.7 67.4 18.1% 12,198 Inc & Utilities 19-Jan-10 P The Williams Energy, Mining Williams Partners LP The Williams - 11,750 Companies Inc & Utilities Companies Inc (certain gas pipeline and domestic midstream businesses) 11-Feb-10 P Allegheny Energy Energy, Mining FirstEnergy Corp 2.6 7.4 12.0 31.6% 8,899 Inc & Utilities 28-Feb-10 P Millipore Pharma, Merck KGaA 4.1 16.3 34.0 13.3% 6,760 Corporation Medical & Biotech 11-Feb-10 P Airgas Inc Industrials & Air Products & 1.5 8.8 19.2 -2.1% 6,544 Chemicals Chemicals Inc 15-Feb-10 P Terra Industries Inc Industrials & Yara International ASA 2.7 10.4 26.9 23.6% 4,204 Chemicals 5-Jan-10 P Kraft Foods (frozen Consumer Nestle SA Kraft Foods Inc 1.8 12.5 3,700 pizza business) 2-Feb-10 P PNC Global Business The Bank of New York The PNC 2.9 - 2,310 Investment Services Mellon Corporation Financial Servicing Inc Services Group Inc 18-Jan-10 P Brink's Home Industrials & Tyco International Ltd 3.2 9.5 31.3 35.3% 1,836 Security Holdings Chemicals Inc 20-Jan-10 P NB Power (7 Energy, Mining Hydro Quebec NB Power 1,752 hydroelectric & Utilities International Inc facilities and 2 diesel peaking units) 14-Jan-10 P Bare Escentuals Inc Consumer Shiseido Company, 3.1 9.8 17.3 39.9% 1,740 Limited 18-Feb-10 P Zenith National Financial Fairfax Financial n/a n/a 41.8 31.4% 1,440 Insurance Corp. Services Holdings Limited 26-Jan-10 P World Color Press TMT Quad/Graphics Inc 0.7 6.9 - 1,267 Inc. 17-Feb-10 P Duane Reade, Inc. Consumer Walgreen Co Oak Hill Capital 0.4 - 1,075 Partners LP C = Completed; P = Pending; L = Lapsed Source: mergermarket

Top 5 North American announced deals of the month (February 2010) - Consumer Sector

Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia Deal value Revenue EBITDA P/E 1-day ($m) before 25-Feb-10 P Coca-Cola Consumer The Coca-Cola Company Coca-Cola - 12,200 Enterprises Inc. Enterprises Inc (North American operations) 17-Feb-10 P Duane Reade, Inc. Consumer Walgreen Co Oak Hill Capital 0.4 - 1,075 Partners LP 25-Feb-10 P Kettle Foods Inc Consumer Diamond Foods Inc Lion Capital LLP 9.9 - 615 4-Feb-10 P Best Brands Consumer CSM NV Brantley 0.9 8.5 - 510 Corporation Partners 18-Feb-10 P Lilydale Inc Consumer Sofina Foods Inc - 124 C = Completed; P = Pending; L = Lapsed Source: mergermarket

Monthly M&A Insider 27 Top deals & Expected deals

Pipeline of North American expected deals NORTH AMERICA

Situation Target company Sector Potential bidder Financial Seller Market cap/ Comments company adviser to bidder company est. value (B); target (T); ($m) seller (S) Expected Deal Ivanhoe Mines Energy, Mining BHP Billiton (T)Citigroup; 7,090 Rio was tipped as the most likely bidder of & Utilities Plc, Rio Tinto Hatch the Vancouver-based copper and metals Plc, Xstrata Plc, Corporate miner as a result of its recent joint venture Vale SA, or Teck Finance with Ivanhoe, where it committed USD Resources 388m to Ivanhoe to increase its stake to 19.7% from 9.5%. It also has the option to acquire up to 43.1% of Ivanhoe’s shares under fixed price options, with a right to further increase that interest to 46.65% through on-market purchases. Ivanhoe Mines announced it had hired Citigroup and Hatch Corporate Finance to assess strategic options. Expected Deal General Growth Real Estate Simon Property (T)UBS 4,296 Mall owner Simon Property Group (SPG) Properties Group Investment made a USD 10bn offer to acquire its ailing Bank; (B) rival, General Growth Properties (GGWPQ). JPMorgan; The bid totals USD 7bn to creditors and about Morgan USD 3bn to General Growth shareholders. Stanley; Simon also said its offer might be amended Lazard so shareholders could receive Simon stock instead of cash. Expected Deal Interactive Data Business Undisclosed (S)Goldman Pearson Plc 2,401 The Interactive Data Corporation (NYSE:IDC) Corporation Services Bidder Sachs auction process is on a fast track, and first round bids are expected to be due within the first two weeks of February, sources close to the discussions said. Expected Deal Novell Inc TMT Elliott (T)JPMorgan 2,074 Elliott Associates, L.P. (together with funds Associates under common management), a significant institutional stockholder of Novell, Inc., offered to purchase the entire company for USD 5.75 per share in cash, which implies an enterprise value net of cash of USD 1.0bn. The firm sent a letter to the Board of Directors of the Company explaining its offer. Expected Deal Argon St Inc Defence Undisclosed (T)Stone Key 535 Argon ST (NASDAQ:STST), the defense Bidder Partners company exploring strategic alternatives with advisor Stone Key Partners, is yet to have solicited formal interest from bidders, claimed several industry sources following the situation. All of the industry sources noted Argon is trading significantly above its unaltered stock price, shrinking the potential for a significant deal premium. Expected deals based on confirmed announcements by companies involved

Monthly M&A Insider 28 League tables

Top 20 financial advisers – NORTH AMERICA NORTH AMERICA value volume

YTD House Value Deal YTD House Value Deal 28-Feb-2010 ($m) count 28-Feb-2010 ($m) count 1 Goldman Sachs 54,942 20 1 Goldman Sachs 54,942 20 2 Credit Suisse 24,481 15 2 Morgan Stanley 17,472 17 3 Citigroup 23,846 11 3 Credit Suisse 24,481 15 4 UBS Investment Bank 21,305 13 4 UBS Investment Bank 21,305 13 5 Lazard 18,806 10 5 JPMorgan 15,561 12 6 Morgan Stanley 17,472 17 6 Jefferies & Company 1,605 12 7 Barclays Capital 16,270 11 7 Citigroup 23,846 11 8 JPMorgan 15,561 12 8 Barclays Capital 16,270 11 9 Bank of America Merrill Lynch 12,999 11 9 Bank of America Merrill Lynch 12,999 11 10 Allen & Company 12,425 2 10 Lazard 18,806 10 11 Greenhill & Co 12,200 2 11 Deutsche Bank 6,115 10 12 Tudor, Pickering, Holt & Co 12,004 2 12 Rothschild 4,557 10 13 Perella Weinberg Partners 8,827 5 13 TD Securities 1,873 8 14 Guggenheim Securities 6,760 1 14 William Blair & Company 822 8 15 Deutsche Bank 6,115 10 15 Harris Williams & Co 22 8 16 Nomura Holdings 5,798 5 16 Houlihan Lokey 4,270 7 17 Rothschild 4,557 10 17 RBC Capital Markets 1,538 7 18 Blackstone Group 4,507 4 18 CIBC World Markets 955 7 19 Houlihan Lokey 4,270 7 19 Keefe, Bruyette & Woods 149 7 20 Centerview Partners 3,700 2 20 Perella Weinberg Partners 8,827 5 Source: mergermarket Source: mergermarket

The financial adviser league tables by value and volume have been run from 01 January 2010 to 28 February 2010 and exclude lapsed and withdrawn deals. The tables cover all sectors and are based on the geography of either the target, bidder or seller being USA and Canada Top 20 legal advisers – NORTH AMERICA value volume

YTD House Value Deal YTD House Value Deal 28-Feb-2010 ($m) count 28-Feb-2010 ($m) count 1 Wachtell, Lipton, Rosen & Katz 40,009 9 1 Kirkland & Ellis 3,646 21 2 Skadden Arps Slate Meagher & Flom 37,835 13 2 DLA Piper 2,045 21 3 Baker Botts 24,073 5 3 Jones Day 3,900 17 4 Latham & Watkins 23,891 15 4 Dewey & LeBoeuf 21,551 16 5 Dewey & LeBoeuf 21,551 16 5 Latham & Watkins 23,891 15 6 Cravath Swaine & Moore 21,236 8 6 Skadden Arps Slate Meagher & Flom 37,835 13 7 Gibson Dunn & Crutcher 15,530 12 7 Weil Gotshal & Manges 5,106 13 8 Shearman & Sterling 13,474 12 8 Gibson Dunn & Crutcher 15,530 12 9 Simpson Thacher & Bartlett 13,131 11 9 Shearman & Sterling 13,474 12 10 McKenna Long & Aldridge 12,211 4 10 Stikeman Elliott 655 12 11 O'Melveny & Myers 12,208 10 11 Simpson Thacher & Bartlett 13,131 11 12= Cahill Gordon & Reindel 12,200 1 12 Fenwick & West 1,029 11 12= Covington & Burling 12,200 1 13 K&L Gates 700 11 14 Bracewell & Giuliani 12,004 7 14 O'Melveny & Myers 12,208 10 15 Ropes & Gray 10,936 10 15 Ropes & Gray 10,936 10 16 Akin Gump Strauss Hauer & Feld 9,153 5 16 Blake, Cassels & Graydon 4,832 10 17 Arnold & Porter 6,581 3 17 Paul Weiss Rifkind Wharton & Garrison 3,680 10 18 Fried Frank Harris Shriver & Jacobson 6,544 2 18 Wilson Sonsini Goodrich & Rosati 1,947 10 19 Cleary Gottlieb Steen & Hamilton 6,075 9 19 Morgan Lewis & Bockius 1,832 10 20 Freshfields Bruckhaus Deringer 5,887 9 20 Clifford Chance 1,015 10 Source: mergermarket Source: mergermarket

Monthly M&A Insider 29 League tables

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

YTD House Value Deal YTD House Value Deal 28-Feb-2010 ($m) count 28-Feb-2010 ($m) count 1 Thomas H. Lee Partners 919 2 1 Thomas H. Lee Partners 919 2 2 Lone Star Funds 270 1 2 Sun Capital Partners 179 2 3 Leonard Green & Partners 250 1 3 Platinum Equity 8 2 4 Sun Capital Partners 179 1 4= Eureka Growth Capital - 2 5 Castle Harlan 168 1 4= HIG Capital - 2 Source: mergermarket 4= Linsalata Capital Partners - 2 4= ShoreView Industries - 2 Source: mergermarket

The private equity buyout activity tables by value and volume are based on private equity firms advising the bidder on buyout deals where the dominant geography of the target company is USA and Canada The tables by value and volume have been run from 01 January 2010 to 28 February 2010 and exclude lapsed and withdrawn deals

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

YTD House Value Deal YTD House Value Deal 28-Feb-2010 ($m) count 28-Feb-2010 ($m) count 1 Oak Hill Capital Partners 1,075 1 1 Foundation Capital - 4 2 Lion Capital 615 1 2 Greylock Partners 100 3 3 Brantley Partners 510 1 3 Highland Capital Partners Inc 275 2 4 Kohlberg & Company 343 1 4 August Capital 162 2 5 TD Capital Canadian Private Equity Partners 330 1 5 Battery Ventures 160 2 Source: mergermarket Source: mergermarket

The private equity exit activity tables by value and volume are based on private equity firms advising the vendor on exit deals where the dominant geography of the target company is USA and Canada The tables by value and volume have been run from 01 January 2010 to 28 February 2010 and exclude lapsed and withdrawn deals

Monthly M&A Insider 30 Trend graphs

North American M&A quarterly trend NORTH AMERICA

value volume

600,000 1,400

500,000 1,200

1,000 400,000

800 300,000 alue ( $ m)

V 600 olume of deals V 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

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

10,000

100 5,000

Moving average trend line

Monthly M&A Insider 31 Trend graphs

North American M&A quarterly private equity trend NORTH AMERICA

value volume

225,000 275

200,000 250

225 175,000 200 150,000 175

125,000 150

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

75 50,000 50 25,000 25

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 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 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* 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*

North American buyouts North American buyouts

North American exits North American exits

North American M&A Sector Breakdown YTD 2010

value volume

0.4% 0.1% 1.6% 0.8% 0.9% 0.1% 2.0% 2.0% 0.4% 3.0% 3.4% 4.1% Energy, Mining & Utilites TMT 4.0% 20.4% 5.1% Consumer Business services Industrials & Chemicals 8.7% Industrials & Chemicals

39.4% Pharma, Medical & Biotech Energy, Mining & Utilites 8.7% TMT Financial services

Business services Consumer 8.7% Financial services 15.4% Pharma, Medical & Biotech

Leisure Construction 15.1% Construction 9.7% Leisure

Agriculture Tr ansportation

Tr ansportation 14.9% Defence 20.7% 9.9% Real Estate Real Estate

Defence Agriculture

Monthly M&A Insider 32 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 bn) $ 500 1,500 alue ( V 400 Number of deals 1,000 300

200 500 100

> $501m > $501m

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

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

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

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

Value not disclosed

Monthly M&A Insider 33 A mergermarket M&A report on EUROPE

Strong protectionist flavour in the draft EC directive for alternative investment funds europe may further harm buyout activity in Europe The draft European Commission (EC) directive to regulate alternative investment fund managers has drawn criticism from US Treasury secretary, Tim Geithner. He branded the directive as protectionist and argued that it would cause a transatlantic rift once legislated.

The ‘third country’ point in the draft is the main cause for Both sides of the arguments have the same agenda - it is the outrage. It states that funds established in a non-EU about creating a level playing field for the industry. London country can be marketed within the EU only if that country’s is seen more advantageous by its continental peers simply regulatory framework is equivalent to that of the proposed because it is part of the Anglophone world. The fact that directive, and vice versa for EU-based funds. English is the lingua franca of global trade has positioned London as the only credible gateway into Europe for investors Thus the draft, which is labelled as “too continental” by in the US, Canada, Australia and Singapore, to name a few. many experts, pits the battle between two sides, the US and The same goes for those in the continent wanting to invest UK on one, and the Continental Europe the other. From the outside Europe as well as trying to attract foreign investors. UK’s perspective, which is an EU member state, this is an onslaught on London by its European rivals in the name of Nonetheless, the directive is arguably a poor way of post-recession regulatory reform. addressing such a continental concern on competition. In the short and medium term, Europe desperately needs the free Paris and Frankfurt have envied London’s rapid growth in movement of capital to bolster recovery by attracting foreign the alternative investment industry, resulting from foreign investments into the region. The year 2009 saw the total money flooding in to its fund managers over the last decade, value of European buyouts dropped to €29bn, from €84bn in and establishing itself as the only competitor to New York at 2008 and €218bn in 2007. The last thing that every company the world financial stage.T hus the free movement of capital in Europe would want, on top of the current difficulty to is critical to London as Europe’s private equity/hedge funds raise debt, is to be isolated from equity financing providers capital. Lord Myners, the UK financial services secretary, said overseas. he would strive to defend this.

Geithner was not a lonely figure outside theE U in raising VW aims to become the largest concerns to Messrs Jean Paul Gauzes, the rapporteur for automotive group by 2018 through an the directive, and Michel Barnier, the EU internal market expensive M&A strategy commissioner, who are both from France. The Toronto-based Soon after Volkswagen AG, the listed giant German car lobby group Institutional Limited Partners Association (ILPA) manufacturer, stated that three of its brands made losses went further to highlight the unnecessary additional risk that and that its consolidated net earnings dropped by more than the directive provides to European investors, who would be 80% to €911m during the year 2009, the biggest European deprived of the ability to diversify their portfolio. automotive constructor announced a plan to launch a ILPA, who represents 220 global institutional investors, also convertible bond issue alongside its previously announced argued that Europe would struggle to attract inbound private multibillion capital increase. equity investments if and when the directive in its current from is legislated. That would effectively put more pressure on the already suffering buyout activity in Europe.

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

Volkswagen will ask its shareholders at the annual meeting Volkswagen aims to overtake Japanese rival Toyota as the europe to be held on 22 April for the permission to issue convertible world’s largest carmaker by 2018. Hence, after the acquisition bonds that can be swapped for up to 40m shares. The move of half of the Porsche’s sports car business, the German group is expected to restore confidence from investors fearing the has acquired a 19.9% stake in the small carmaker Suzuki for German carmaker raising funds only through equity issue. €1.7bn. The acquisition of Porsche Holding GmbH, the holding The listed German group might use a mix of convertible company behind Porsche AG for €3.5bn is in the tube, while bonds and equity to bring in about €4bn in fresh capital to Volkswagen is also believed to eyes on the stake it does not partially finance the€ 3.9bn acquisition of the 49.9% stake in already owned in MAN, the German lorry manufacturer. Porsche AG that was signed last November. The listed German giant expects to lift profitability and sales Investors welcomed the idea of a bond issue which could this year, encouraged by an apparent cheerful demand in lead to a lower dilution of existing shareholders. Following emerging markets which would compensate for the lower the announcement, Volkswagen’s preference share price sales in Europe as a whole and particularly in its German rose more than 4% to €68.68 per share. The automotive home market. China has already been Volkswagen’s main constructor’s move is a response to the nervous financial growth driver in the past year as sales in Asia’s emerging markets, which have all but closed for secondary placements economic hippopotamus jumped by 36.7% to 1.4m cars, and initial public offerings amid fears over sovereign debt and overtaking Germany as the carmaker’s largest market. a double-dip of the economy.

Volkswagen is now believed to aim for a share placement at the end of May. The listed car maker had initially eyed a preference capital increase planned for the end of the month, but analysts were cautious as they doubted the German group would need to further top up the €10.6bn of net cash that it had built up by the end of 2009 to finance its acquisition binge last months.

Monthly M&A Insider 35 DEAL OF THE MONTH

Target: Cimpor Cimentos de Portugal SGPS SA (22.17% stake) Announced: 10 February 2010 EUROPE

Bidder: Camargo Correa SA Deal value: €968m

Seller: Teixeira Duarte - Engenharia E Construcoes SA Deal nature: Cross-border, Private

Camargo Correa SA has agreed to acquire a 22.17 % stake Rationale in Cimentos de Portugal SGPS SA from Teixeira Duarte - • Cimpor, with operations in 11 countries including Engenharia E Construcoes SA. Brazil, is seen as an attractive investment for Brazilian Cimentos de Portugal SGPS SA (Cimpor), the listed Portugal construction groups as the country gears up to host the based company headquartered in Lisbon, is a producer, football World Cup in 2014 and the Olympics in 2016. marketer and developer of construction materials. Camargo Correa SA, the Brazil based company headquartered in Post deal details Sao Paolo, is a conglomerate. Teixeira Duarte - Engenharia • Camargo Correa may acquire an additional 3% stake in E Construcoes SA, the listed Portugal based company Cimpor from other shareholders. headquartered in Oeiras, is an investment holding company interested in the construction sector. Background • on 18 December 2009, Companhia Siderurgica Nacional, Terms the Brazil based construction company, has launched • Camargo Correa agreed to acquire 148,974,230 Cimpor’s a tender offer to acquire Cimpor for a total cash shares for €6.50 per share in an off-market transaction. consideration of €3,860m. • the transaction values the 22.17% acquired stake in • on 07 January 2010, Cimpor’s board of directors and Cimpor at €968.332m. its shareholders decided to reject the public offer from • the implied equity value of the transaction is €4,367.76m. Companhia Siderurgica Nacional. • the offer price represents a premium of 11.3% based • on 13 January 2010, Camargo Correa sent a preliminary on Cimpor’s closing price of €5.84 per share as of and non-binding merger proposal to Cimpor, and on 09 February 2010, the last trading day prior to the 01 February 2010, Camargo Correa has withdrawn this announcement; preliminary and non-binding merger proposal. • and a premium of 0.46% based on Cimpor’s closing price • Under the Lisbon stock market rules, Companhia of €6.47 per share as of 08 January 2010, one month prior Siderurgica Nacional has until 12 February 2010 to make to the announcement date. a new offer for Cimpor’s shares. • the offer also represents a premium of 13.04% over • on 03 February 2010, Votorantim Cimentos SA, the Companhia Siderurgica Nacional‘s offer price of €5.75 per Brazilian cement manufacturer, acquired a 17.28% stake Cimpor share. in Cimpor from Lafarge SA, the listed French cement group, for a consideration of €727.3m.

Exit multiples – Y/E [31/12/2008] Premium analysis

Multiples Value (€m) Offer price per share ($) 6.5

Revenue 2.9x 2,085.5 1 day before 11.3% EBITDA 10x 605.9 1 month before 0.46% EBIT 16.1x 376.9 1 day after 18.18% Earnings 18.2x 245.7 Pre-rumour n/a

Advisers Target/Seller Bidder Financial JPMorgan Financial Credit Suisse Bank of America Merrill Lynch Legal AM Pereira, Saragga Leal, Oliveira Martins, Judice & Associados Legal Vieira de Almeida & Associados Morais Leitao Galvao Teles Soares Da Silva & Associados PR - PR -

Monthly M&A Insider 36 Top deals & Expected deals

Top 15 European announced deals for ytd 28 february 2010 EUROPE

Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia Deal value Revenue EBITDA P/E 1-day before (€m) 4-Jan-10 P Alcon Inc (52% Pharma, Novartis AG Nestle SA 9.5% 18,247 stake) Medical & Biotech 5-Jan-10 C NK Russneft OAO Energy, Mining Mikhail Gutseriyev En+ Group Ltd - 4,595 & Utilities (Private Investor) 20-Jan-10 P Areva T&D SA Industrials & Alstom SA; and AREVA SA 0.7 4,090 Chemicals Schneider Electric SA 17-Feb-10 C Barclays Plc (5.2% Financial International Petroleum n/a n/a 8.9 -32.7% 1,428 stake) Services Investment Company 19-Jan-10 P Cegelec SA Industrials & Vinci SA Qatari Diar - 1,291 Chemicals Real Estate Investment Co 16-Feb-10 P RBS Sempra Financial JPMorgan Chase & Co RBS Sempra - 1,235 Commodities LLP Services Commodities (European and Asian LLP operations) 23-Feb-10 P Ambea AB Pharma, Triton Partners 3i Group Plc; 1.6 18.6 - 1,133 Medical & and Government Biotech of Singapore Investment Corporation Pte Ltd 27-Jan-10 P Pets At Home Consumer Kohlberg Kravis Roberts Bridgepoint 2.6 14.8 21.9 - 1,101 Limited & Co Capital Limited 10-Feb-10 C Cimpor Cimentos de Construction Camargo Correa SA Teixeira Duarte 2.9 10.0 18.2 11.3% 968 Portugal SGPS SA - Engenharia E (22.17% stake) Construcoes SA 9-Feb-10 P Numonyx BV TMT Micron Technology Inc Francisco - 920 Partners LP; Intel Corporation; and STMicroelectronics NV

12-Feb-10 P GESO Beteiligungs Energy, Mining Technischen Werke EnBW Energie - 900 und Beratungs AG & Utilities Dresden GmbH Baden- Wuerttemberg AG 12-Feb-10 P SkillSoft plc TMT Advent International 4.0 11.9 15.8 10.7% 865 Corporation; Bain Capital LLC; and Berkshire Partners LLC 28-Jan-10 P ERG Petroli SpA; Consumer Total ERG ERG SpA; and - 747 and Total Italia SA Total SA 3-Feb-10 C Cimpor Cimentos de Construction Votorantim Cimentos SA Lafarge SA 2.8 9.8 17.1 - 727 Portugal SGPS SA (17.28% stake) 5-Feb-10 P Simon Ivanhoe Real Estate Unibail-Rodamco SA Ivanhoe - 715 Group BEG Cambridge Inc; and SPG Properties Inc C = Completed; P = Pending; L = Lapsed Source: mergermarket

Monthly M&A Insider 37 Top deals & Expected deals

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

Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia Deal value Revenue EBITDA P/E 1-day before (€m) 17-Feb-10 C Barclays Plc (5.2% Financial International n/a n/a 8.9 -32.7% 1,428 stake) Services Petroleum Investment Company 16-Feb-10 P RBS Sempra Financial JPMorgan Chase & Co RBS Sempra - 1,235 Commodities LLP Services Commodities LLP (European and Asian operations) 23-Feb-10 P Ambea AB Pharma, Triton Partners 3i Group Plc; 1.6 18.6 - 1,133 Medical & and Government Biotech of Singapore Investment Corporation Pte Ltd 10-Feb-10 C Cimpor Cimentos de Construction Camargo Correa SA Teixeira Duarte 2.9 10.0 18.2 11.3% 968 Portugal SGPS SA - Engenharia E (22.17% stake) Construcoes SA 9-Feb-10 P Numonyx BV TMT Micron Technology Inc Francisco - 920 Partners LP; Intel Corporation; and STMicroelectronics NV C = Completed; P = Pending; L = Lapsed Source: mergermarket

Pipeline of european expected deals

Situation Target company Sector Potential bidder Financial Seller Market cap/ Comments company adviser to company est. value bidder (B); ($m) target (T); seller (S) Rumoured Orlen Lietuva Consumer Lukoil OAO, Polski 3,000 TNK-BP, the Anglo-Russian oil firm, wants to Takeover TNK-BP Koncern acquire shares in Lithuanian refinerO rlen Lietuva Target Holding OAO Naftowy from listed Polish fuel group PKN Orlen, reported Orlen SA, Parkiet. Government of Lithuania Expected VT Group Plc Industrials & Babcock B: Evercore 1,400 Babcock International Group PLC announces that it Chemicals International Partners; has recently made an approach to the Board of VT Group Plc JPMorgan Group plc with an indicative proposal to acquire the Cazenove; entire issued and to be issued share capital of VT. T: Bank of America Merrill Lynch; Rothschild Rumoured ANA - Transportation Portuguese 1,200 The Portuguese government intends to sell takeover Aeroportos de Government between 30% and 40% in Portugal’s state-owned target Portugal SA airport operator, ANA Aeroportos de Portugal airport operator, though the political risk is high.

Expected Tullett Prebon Financial Macquarie 857 The board of Tullett Prebon notes recent press Plc Services Group speculation regarding the Company and confirms Limited; Bank that it is in preliminary discussions with a third of China party which may or may not lead to an offer being Limited; GFI made for the entire issued share capital of the Group Inc Company. Macquarie, Bank of China, or GFI are tipped as a potential buyers. Expected Forth Ports Plc Transportation Northstream 704 The board of Forth Ports announced that it had an approach from Northstream made on 28 January, as well as the consortium's latest offer on 11 February. The consortium of shareholders including Arcus Infrastructure Partners, Peel Ports Holdings and RREEF Infrastructure said in a letter they could consider an improved offer “based on additional areas of value that might be substantiated by specific areas of due diligence”. However, Northstream is unlikely to come back to the table with improved bid prior to 22 March.

Monthly M&A Insider 38 League tables

Top 20 financial advisers EUROPE value volume

YTD House Value Deal YTD House Value Deal 28-Feb-10 (€m) count 28-Feb-10 (€m) count 1 Credit Suisse 35,616 21 1 Rothschild 12,585 26 2 Citigroup 30,705 8 2 Credit Suisse 35,616 21 3 Goldman Sachs 27,938 7 3 KPMG 1,165 16 4 Greenhill & Co 18,247 2 4 PricewaterhouseCoopers 1,111 16 5 Rothschild 12,585 26 5 Morgan Stanley 8,037 13 6 JPMorgan 8,510 11 6 JPMorgan 8,510 11 7 Lazard 8,405 8 7 BNP Paribas 4,321 11 8 Morgan Stanley 8,037 13 8 Deloitte 274 10 9 Perella Weinberg Partners 5,675 2 9 HSBC Bank 5,493 9 10 HSBC Bank 5,493 9 10 Barclays Capital 3,586 9 11 Allen & Company 5,300 1 11 Global M&A 35 9 12 Guggenheim Securities 4,960 1 12 Citigroup 30,705 8 13 Credit Agricole CIB 4,829 5 13 Lazard 8,405 8 14 SG 4,675 2 14 Goldman Sachs 27,938 7 15 BNP Paribas 4,321 11 15 Deutsche Bank 3,355 7 16 Bank of America Merrill Lynch 4,204 6 16 Close Brothers Corporate Finance 1,397 7 17 Barclays Capital 3,586 9 17 Bank of America Merrill Lynch 4,204 6 18 Deutsche Bank 3,355 7 18 UBS Investment Bank 1,482 6 19 Blackstone Group Holdings 2,893 2 19 Rabobank 1,170 6 20 Houlihan Lokey 2,830 3 20 Canaccord Adams 301 6 Source: mergermarket Source: mergermarket

The financial adviser league tables by value and volume have been run from 01 January 2010 to 28 February 2010 and exclude lapsed and withdrawn deals.T he tables cover all sectors and are based on the geography of either the target, bidder or seller being Europe Top 20 legal advisers value volume

YTD House Value Deal YTD House Value Deal 28-Feb-10 (€m) count 28-Feb-10 (€m) count 1 Allen & Overy 25,228 21 1 Allen & Overy 25,228 21 2 Blake, Cassels & Graydon 22,868 3 2 DLA Piper 1,910 20 3 Wachtell, Lipton, Rosen & Katz 21,339 2 3 Freshfields Bruckhaus Deringer 10,632 18 4 Homburger 21,188 3 4 Linklaters 6,117 16 5 Sullivan & Cromwell 18,852 2 5 Jones Day 1,767 15 6 Freshfields Bruckhaus Deringer 10,632 18 6 Clifford Chance 1,195 15 7 Cravath Swaine & Moore 10,628 3 7 CMS 1,297 14 8 Cleary Gottlieb Steen & Hamilton 9,747 9 8 Dewey & LeBoeuf 5,252 11 9 Loyens & Loeff 7,228 6 9 SJ Berwin 2,052 11 10 Linklaters 6,117 16 10 Baker & McKenzie 469 11 11 Ropes & Gray 6,015 4 11 Travers Smith 2,562 10 12 Latham & Watkins 5,756 4 12 Herbert Smith/Gleiss Lutz/Stibbe 1,273 10 13 Gibson Dunn & Crutcher 5,715 3 13 Cleary Gottlieb Steen & Hamilton 9,747 9 14 Skadden Arps Slate Meagher & Flom 5,584 3 14 Weil Gotshal & Manges 3,436 9 15 Dewey & LeBoeuf 5,252 11 15 Mannheimer Swartling 1,234 9 16 Davis Polk & Wardwell 4,955 2 16 Vinge 17 9 17 Gide Loyrette Nouel 4,905 6 17 Lovells 2,355 7 18 Egorov, Puginsky, Afanasiev & Partners 4,595 1 18 Lindahl 1,256 7 19 Bredin Prat 3,815 4 19 Loyens & Loeff 7,228 6 20 Shearman & Sterling 3,807 6 20 Gide Loyrette Nouel 4,905 6 Source: mergermarket Source: mergermarket

Monthly M&A Insider 39 League tables

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

YTD House Value Deal YTD House Value Deal 28-Feb-10 (€m) count 28-Feb-10 (€m) count 1 Advent International 1,222 3 1 Advent International 1,222 3 2 Triton Partners 1,133 1 2 Kohlberg Kravis Roberts & Co 1,101 3 3 Kohlberg Kravis Roberts & Co 1,101 3 3 BNP Paribas Developpement 0 3 4= Bain Capital 865 1 4 HgCapital 57 2 4= Berkshire Partners 865 1 5 Alto Partners 24 2 6 BC Partners 585 1 6= Bencis Capital Partners - 2 7 Intermediate Capital Group 508 1 6= mutares - 2 8 Charterhouse Capital Partners 363 1 6= UI Gestion - 2 9 Warburg Pincus 317 1 9 Triton Partners 1,133 1 10 Bridgepoint Capital 294 1 10= Bain Capital 865 1 Source: mergermarket 10= Berkshire Partners 865 1 Source: mergermarket The private equity buyout activity tables by value and volume are based on private equity firms advising the bidder on buyout deals where the dominant geography of the target company is Europe The tables by value and volume have been run from 01 January 2010 to 28 February 2010 and exclude lapsed and withdrawn deals

Activity table of private equity firms on European EXITS value volume

YTD House Value Deal YTD House Value Deal 28-Feb-10 (€m) count 28-Feb-10 (€m) count 1 3i Group 1,133 1 1 Duke Street 404 3 2 Bridgepoint Capital 1,101 1 2 Phoenix Equity Partners 256 2 3= AXA Private Equity 585 1 3 The Carlyle Group 17 2 3= European Capital 585 1 4= Argos Soditic - 2 5 Duke Street 404 3 4= CapMan Group - 2 6 Barclays Private Equity 363 1 6 3i Group 1,133 1 7 Montagu Private Equity 317 1 7 Bridgepoint Capital 1,101 1 8 LGV Capital 294 1 8= AXA Private Equity 585 1 9= Cognetas 265 1 8= European Capital 585 1 9= Sagard Private Equity Partners 265 1 10 Barclays Private Equity 363 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 Europe The tables by value and volume have been run from 01 January 2010 to 28 February 2010 and exclude lapsed and withdrawn deals

Monthly M&A Insider 40 41 Q1 10* Q1 10* 09 Q4 09 Q4 09 Q3 09 Q3 oving Moving average line trend 09 Q2 09 Q2 09 Q1 09 Q1 08 Q4 08 Q4 08 Q3 08 Q3 08 Q2 08 Q2 08 Monthly M&A Insider Monthly Q1 08 Q1 07 Q4 07 Q4 07 Q3 07 Q3 07 Q2 07 Q2 07 Q1 07 Q1 06 Q4 06 Q4 06 Q3 06 Q3 06 Q2 06 Q2 06 Q1 06 Q1 05 Q4 05 Q4 05 Q3 05 Q3 05 Q2 05 Q2 05 Q1 05 Q1 04 Q4 04 Q4 04 Q3 04 Q3 04 Q2 04 Q2 04 Q1 04 Q1 0 0

800 600 400 200 700 600 500 400 300 200 100

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

Number of deals of Number Number of deals of Number volume volume Q1 Q1 10* 10* 09 09 Q4 Q4 09 09 Q3 Q3 09 09 Q2 Q2 09 09 Q1 Q1 08 08 Q4 Q4 08 08 Q3 Q3 08 08 Q2 Q2 08 08 Q1 Q1 07 07 Q4 Q4 07 07 Q3 Q3 07 07 Q2 Q2 07 07 Q1 Q1 06 06 Q4 Q4 06 06 Q3 Q3 06 06 Q2 Q2 06 06 Q1 Q1 05 05 Q4 Q4 05 05 Q3 Q3 05 05 Q2 Q2 05 05 Q1 Q1 04 04 Q4 Q4 04 04 Q3 Q3 04 04 Q2 Q2 04 04 Q1 Q1

0 0 5,000

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

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

€ € m) ( Value m) ( Value value value mid-market trend European M&A quarterly

rly trend arterly European M&A qu Trend graphs Trend

EUROPE 42 Q1 10* 09 Q4 09 Q3 09 Q2 European buyouts European exits European 09 Q1 08 Q4 08 Q3 08 Q2 ansportation Industrials & Chemicals Consumer TMT Services Business Financial Services Mining & Utilities Energy, & Biotech Pharma, Medical Construction Leisure Tr Real estate Defence Agriculture Monthly M&A Insider Monthly 08 Q1 07 Q4 07 Q3 07 Q2 17.7% 07 Q1 06 Q4 06 Q3 20.3% 06 Q2 06 Q1 12.7% 05 Q4 05 Q3 0.4% 05 Q2 05 Q1 0.6% 04 Q4 2.0% 04 Q3 3.8% 11.0% 04 Q2 04 Q1 4.4% 0 50 400 350 300 250 200 150 100 4.6%

9.2% Number of deals of Number 6.6% volume 6.6% volume Q1 10* 09 Q4 09 Q3 09 Q2 European buyouts European exits European 09 Q1 08 Q4 08 Q3 08 Q2 ansportation Pharma, Medical & Biotech Pharma, Medical Industrials & Chemicals Mining & Utilities Energy, Financial Services Consumer TMT Construction Services Business Real Estate Defence Tr Leisure Agriculture 08 Q1 te equity trend 07 Q4 a 07 Q3 07 Q2 07 Q1 y priv 36.5% 06 Q4 06 Q3 06 Q2 06 Q1 15.5% 05 Q4 05 Q3 0.4% 0.2% 05 Q2 05 Q1 0.5% 04 Q4 04 Q3 0.6% 2.7% 04 Q2 1.8% 04 Q1 4.5% 15.4%

5.2% 90,000 80,000 70,000 60,000 50,000 40,000 30,000 20,000 10,000

100,000

€ m) Value ( Value 6.8% value value kdown Y TD 2010 kdown Brea European M&A Sector

arterl European M&A qu Trend graphs Trend 10.0%

EUROPE 43 osed H1 2010* H2 009 lue not discl > €501m €251m-€500m €101m-€250m €15m-€100m €5m-€14.9m Va H1 2009 eland H2 dic y 2008 ance Nor CEE Germany Iberia Benelux Other Ital SEE UK & Ir Fr Monthly M&A Insider Monthly H1 2008 H2 2007 14.3% H1 2007 H2 2006 22.5% 13.1% H1 2006 H2 2005 H1 2005 3.6% H2 2004 11.2% 5.6% H1 2004 0 5.6% 500 3,500 3,000 2,500 2,000 1,500 1,000

10.0% me olu 6.2% me olu Number of deals of Number v 7.8% v H1 2010* H2 009 > €501m €251m-€500m €101m-€250m €15m-€100m €5m-€14.9m H1 2009 eland H2 dic 2008 y ance Ital UK & Ir Fr CEE Iberia Nor Other Benelux Germany SEE H1 2008 H2 2007 H1 2007 34.7% H2 2006 H1 2006 20.3% H2 005 H1 1.5% 2005 2.7% H2 2004 2.9% H1 2004 3.0%

0 13.4% 50 3.4% 700 650 600 550 500 450 400 350 300 250 200 150 100

5.3%

€ bn) ( alue V e valu kdown European M&A deal size brea e valu kdown YTD 2010 GEOGRAPHIC Breakdown European M&A ph s a gr Trend 12.7%

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

MIDDLE EASTERN MARKET NOT MEETING POSITIVE EXPECTATIONS Middle E ast & A frica 2010 was expected to be a period of recovery in Middle Easter M&A activity, mostly due to changes in the global economic environment and new legislation projects, which might open some countries such as the United Arab Emirates to further foreign investment.

However, the reality has been different than expected. The Telecom Egypt, the fixed line operator, is also on the lookout deteriorating effects of the financial crisis were worsened by for targets in the Middle East and North Africa, according to the absence of clear takeover laws and the lack of financing Chairman Akil Beshir. Telecom Egypt is looking to acquire opportunities in the region. In the first months of 2010, there controlling stakes and the company has enough cash to has been a 68% decline in transactions’ value. Concurrently, finance a large acquisition. Telecom Egypt is also planning comparing to the same period of 2009, there has been a 29% to increase its 45% stake in Vodafone Egypt, and CEO Tarek drop in the value of deals in the Middle East. Tantawy has stated that the company is interested in any acquisition opportunities should Vodafone Egypt decide to sell This last quarter, UAE, which decided to facilitate foreign a substantial stake in its operational unit. investment, has led the M&A market in the region, representing 46% the total value. It overtook Kuwait, the Bharti Airtel, the India based telecommunications company, country that saw the highest number of deals in the same has offered to acquire Zain Africa, the African arm of period of 2009. Zain, the Kuwaiti listed operator, for $10.7bn. Zain Africa operates in Chad, Malawi, Uganda, Burkina Faso, Sierra Moody’s decision to downgrade ratings of several Abu Dhabi’s Leone, Gabon, Niger, Ghana, Tanzania, Zimbabwe, Nigeria, government-owned companies is also likely to affect the Kenya, and Sudan. Bharti Airtel is currently negotiating with investments into the region. The government maintains that several global banks to finance the acquisition, including will keep supporting companies, and claims that they have all Barclays, Standard Chartered, Indian Bank, Goldman Sachs, that is needed to meet their commitments to companies from and Nomura. Standard Chartered and Barclays have been their own resources – a stance that signals the government’s mandated to advise on the potential acquisition. commitment in improving the economic conditions of the country. However, Moody’s decision might be an indicator on the The top deal of the month is Gold Reef Resorts Limited’s need of a change in the legislation and incentive in the region. $2.25bn acquisition of Tsogo Sun Holdings Limited, the South Africa based owner and operator of casinos and hotels. African M&A is booming with Telecom Energy, Mining & Utilities was the most active sector to date deals representing 19% of overall M&A value, closely followed by Meanwhile, Naguib Sawiris, the Executive Chairman of the Consumer sector at 17%. Orascom Telecom, believes that the operator market is ready for consolidation, as small and medium-size companies are looking for deals to ensure their survival. Egypt-based Orascom Telecom, with more than 70m clients and has operations in a number of countries including Algeria, Bangladesh, Pakistan, and Tunisia, is likely to continue to grow through acquisitions. Mr. Sawiris confirms the company’s interest in acquiring telecom firms.

Monthly M&A Insider 44 DEAL OF THE MONTH

Target: Al Ahlia Insurance Company SAOC Announced: 10 February 2010 Middle E ast & A frica

Bidder: RSA Oman Deal value: $49m

Seller: Oman National Investment Corporation Holding Deal nature: Cross Border, Public

Description • RSA Oman, the Oman based insurance company and a subsidiary of RSA Insurance Group Plc, the listed UK based insurance and assurance group providing services to businesses and individuals, has agreed to acquire Al Ahlia Insurance Company SAOC, the Oman based company involved in providing insurance services, from Oman National Investment Corporation Holding, the listed Oman based finance and insurance company, for a consideration of OMR 19m (USD 19.15m).

• Under the terms of the agreement, RSA Oman will pay the consideration in a combination of equity and cash. The acquisition will help RSA Oman to expand its business in the Middle East. Post completion of the transaction, Oman National Investment Corporation Holding will hold 20.03% of RSA Oman. The transaction is subject to the approval of RSA Insurance Group Plc and certain regulatory approvals.

Exit multiples – Y/E [31/12/2008] Premium analysis

Multiples Value ($m) Offer price per share ($) n/a

Revenue n/a n/a 1 day before n/a EBITDA n/a n/a 1 month before n/a EBIT n/a n/a 1 day after n/a Earnings - - Pre-rumour n/a

Advisers Target/Seller Bidder Financial Financial

Legal Legal Clyde & Co

PR PR

Mergermarket/dealReporter Intelligence 27-Jan-2010 Dubai Group is not in talks to sell its stakes in Bank Muscat, Oman National Investment Corporation Holding, Egypt’s EFG Hermes or Malaysia’s Bank Islam 20-Jan-2010 Dubai Holding in talks to sell stake in Oman National Investment

Monthly M&A Insider 45 Top deals & Expected deals

Top 15 Middle Eastern & African announced deals for YTD 28 February 2010 Middle E ast & A frica

Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia Deal Revenue EBITDA P/E 1-day before value ($m) 18-Feb-10 P Tsogo Sun Holdings Leisure Gold Reef Resorts Hosken 2,249 Pty Ltd Limited Consolidated Investments Limited; and SABMiller Plc 10-Jan-10 P Qatar Real Estate Real Estate Barwa Real Estate n/a n/a 10.1 30.6% 862 Investment Co Company QSC 18-Jan-10 P Bank Audi SAL - Financial M1 Group Ltd EFG-Hermes n/a n/a 3.4% 450 Audi Saradar Group Services Holding Company (13.95% stake) 18-Feb-10 P Chambishi Metals Energy, Mining Eurasian Natural International 300 Plc (90% stake); and & Utilities Resources Corporation Mineral Comit Resources FZE Plc Resources BV 8-Jan-10 P Capevin Investments Consumer Remgro Limited; and n/a n/a 11.2 -6.4% 158 Ltd (39.40% stake) Zeder Investments Limited 8-Jan-10 P Capevin Holdings Consumer Remgro Limited; and Phetogo 2.4 92.7 13.7 142 Limited (65.10% Zeder Investments Investments stake) Limited (Proprietary) Limited 21-Jan-10 P Byblos Bank SAL (8% Financial International Finance Byblos Invest n/a n/a 8.8 -2.3% 100 stake) Services Corporation Holding SA (Luxembourg) 12-Feb-10 P Koornfontein Colliery Energy, Mining Optimum Coal Holdings Sentula Mining 87 (50% stake) & Utilities 12-Jan-10 P Crown Flour Mills Consumer Olam International 87 Limited (99.50% Limited stake) 12-Jan-10 C Ioimage Industrials & DVTel Inc 80 Chemicals 10-Feb-10 P Convergin Inc TMT Oracle Corporation Pitango Venture 70 Capital 2-Feb-10 P Kanyon Beer Sheva Consumer British Israel Investment 67 (50% stake) Ltd 16-Feb-10 C United Bank for Financial Ahli United Bank BSC 54 Commerce & Services Investment (40% stake) 29-Jan-10 P Lesego Platinum Energy, Mining Village Main Reef Gold MinEx Projects 54 Limited (72% stake) & Utilities Mining Company Pty Ltd ; Umbono Capital Partners Pty Ltd 10-Feb-10 P Al Ahlia Insurance Financial RSA Oman Oman National n/a n/a 49 Company SAOC Services Investment Corporation Holding C = Completed; P = Pending; L = Lapsed Source: mergermarket

Monthly M&A Insider 46 Top deals & Expected deals

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

Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia Deal Revenue EBITDA P/E 1-day value before ($m) 18-Feb-10 P Tsogo Sun Holdings Leisure Gold Reef Resorts Hosken Consolidated 2,249 Pty Ltd Limited Investments Limited; and SABMiller Plc 18-Feb-10 P Chambishi Metals Plc Energy, Mining Eurasian Natural International Mineral 300 (90% stake); Comit & Utilities Resources Resources BV Resources FZE Corporation Plc 12-Feb-10 P Koornfontein Colliery Energy, Mining Optimum Coal Sentula Mining 87 (50% stake) & Utilities Holdings 10-Feb-10 P Convergin Inc TMT Oracle Corporation Pitango Venture 70 Capital 2-Feb-10 P Kanyon Beer Sheva Consumer British Israel 67 (50% stake) Investment Ltd C = Completed; P = Pending; L = Lapsed Source: mergermarket

Pipeline of Middle Eastern & African expected deals

Situation Target company Sector Potential bidder company Financial Seller company Market Comments adviser to bidder cap/ est. (B); target (T); value ($m) seller (S) Expected Deal First Finance Financial Barwa Bank 385 First Finance Company, Company Services the Bahraini financial firm, announced that it has received a conditional offer from Barwa Bank. The proposed offer is conditional on: Barwa Bank’s acquisition of at least 75% of the share capital of First Finance Company. Expected Deal Solidarity Saudi Financial Solidarity 148 Solidarity Saudi Takaful Takaful Company Services Company, the Saudi insurance company will offer 22.2m shares, representing 40% of the company, to the public Expected Deal Misr Tameer Construction Government of 11 Misr Tameer, an Egyptian state- Egypt owned real estate and construction firm, will see a 94.89% stake sold on 31 March. Expected deals based on confirmed announcements by companies involved

Monthly M&A Insider 47 League tables

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

YTD House Value Deal YTD House Value Deal 28-Feb-2010 ($m) count 28-Feb-2010 ($m) count 1 Investec 2,280 2 1 Goldman Sachs 1,162 4 2= Deutsche Bank 2,249 1 2 Investec 2,280 2 2= Grant Thornton Corporate Finance 2,249 1 3= PSG Capital 300 2 4 Barclays Capital 1,943 1 3= QuestCo 300 2 5 Hawkpoint Partners 1,844 1 5= Deutsche Bank 2,249 1 6 Goldman Sachs 1,162 4 5= Grant Thornton Corporate Finance 2,249 1 7 JPMorgan 862 1 7 Barclays Capital 1,943 1 8 Kenanga Investment Bank Berhad 321 1 8 Hawkpoint Partners 1,844 1 9= PSG Capital 300 2 9 JPMorgan 862 1 9= QuestCo 300 2 10 Kenanga Investment Bank Berhad 321 1 11= Credit Suisse 300 1 11= Credit Suisse 300 1 11= Lazard 300 1 11= Lazard 300 1 11= Standard Bank Group 300 1 11= Standard Bank Group 300 1 14= AM Capital 52 1 14= AM Capital 52 1 14= Ambrian Partners 52 1 14= Ambrian Partners 52 1 15 Rothschild 19 1 15 Rothschild 19 1 Source: mergermarket Source: mergermarket The financial adviser league tables by value and volume have been run from 01 January 2010 to 28 February 2010 and exclude lapsed and withdrawn deals. The tables cover all sectors and are based on the geography of either the target, bidder or seller being The Middle East & Africa.

Top 15 legal advisers – Middle east & africa value volume

YTD House Value Deal YTD House Value Deal 28-Feb-2010 ($m) count 28-Feb-2010 ($m) count 1 Edward Nathan Sonnenbergs 3,411 2 1 Webber Wentzel 331 3 2 Tabacks 2,249 1 2 Edward Nathan Sonnenbergs 3,411 2 3= Darrois Villey Maillot Brochier 1,844 1 3 Linklaters 982 2 3= Weil Gotshal & Manges 1,844 1 4 White & Case 862 2 5 Bowman Gilfillan 1,124 1 5 Dewey & LeBoeuf 450 2 6 Linklaters 982 2 6 Jones Day 300 2 7 White & Case 862 2 7 Werksmans 73 2 8= Badri & Salim El Meouchi 862 1 8 Clyde & Co 56 2 8= Hassan A. Al-Khater 862 1 9 DLA Piper 52 2 10 Dewey & LeBoeuf 450 2 10 Tabacks 2,249 1 11 Webber Wentzel 331 3 11= Darrois Villey Maillot Brochier 1,844 1 12 Jones Day 300 2 11= Weil Gotshal & Manges 1,844 1 13 AZB & Partners 300 1 13 Bowman Gilfillan 1,124 1 14= Richards Butler in association with Reed Smith 190 1 14= Badri & Salim El Meouchi 862 1 14= Tatva Legal 190 1 14= Hassan A. Al-Khater 862 1 Source: mergermarket Source: mergermarket

The legal adviser league tables by value and volume have been run from 01 January 2010 to 28 February 2010 and ludes lapsed and withdrawn deals. The tables cover all sectors and are based on the geography of either the target, bidder or seller being The Middle East & Africa.

Monthly M&A Insider 48 League tables

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

YTD House Value Deal YTD House Value Deal 28-Feb-2010 ($m) count 28-Feb-2010 ($m) count 1= Good Energies Investments 15 1 1= Good Energies Investments 15 1 1= New Energies Invest 15 1 1= New Energies Invest 15 1 1= Zouk Ventures 15 1 1= Zouk Ventures 15 1 4 Gulf Capital - 1 4 Gulf Capital - 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 The Middle East & Africa. The tables by value and volume have been run from 01 January 2010 to 28 February 2010 and exclude lapsed and withdrawn deals.

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

YTD House Value Deal YTD House Value Deal 28-Feb-2010 ($m) count 28-Feb-2010 ($m) count 1 Pitango Venture Capital 70 1 1 Pitango Venture Capital 70 1 value2 Metis Capital 31 1 2 Metis Capital 31 1 3 Shamrock Holdings 5 1 3 Shamrock Holdings 5 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 The Middle East & Africa. The tables by value and volume have been run from 01 January 2010 to 28 February 2010 and exclude lapsed and withdrawn deals.

Monthly M&A Insider 49 Trend graphs

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

value volume

35,000 140

30,000 120

25,000 100

20,000 80 alue ( $ m)

V 15,000 60 olume of deals V

10,000 40

5,000 20

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

value volume

6,000 80

70 5,000

4,000 50

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

V 30 2,000

1,000 10

Moving average trend line

Monthly M&A Insider 50 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

10 alue ( $ m)

V 3,000 Number of deals 8

2,000 6

4 1,000 2

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

Middle east & africa M&A Sector Breakdown YTD 2010

value volume

2.4% 2.9% 0.9% 2.4% 2.9% 2.4% Leisure 2.4% Energy, Mining & Utilites 9.5% Real Estate 4.9% 22.0% Consumer

Financial Services Industrials & Chemicals 4.9% 10.0% Energy, Mining & Utlities Financial Services Consumer 4.9% TMT 43.7% Industrials & Chemicals Business Services

TMT Pharma, Medical & Biotech 7.3% Defence 17.3% Real Estate 13.2% Leisure

Tr ansportation 14.6% Construction 17.1% 14.6% Defence

Monthly M&A Insider 51 Trend graphs

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

0.4% 0.3% 0.7% 2.5% 1.0% 2.5% 2.5% 1.7% 2.5% 6.3% South Africa 2.5% Israel 54.1% 2.5% Qatar South Africa 7.5% 2.5% Lebanon 27.5% Egypt 2.5% Israel United Arab Emirates 2.5% United Arab Emirates Lebanon 10.9% Nigeria 5.0% Nigeria

Oman Kenya

Namibia 5.0% Libya

Uganda Morocco 7.5% Namibia 17.1% Egypt 25.0% 7.5% Oman

Qatar

Saudi Arabia

Sierrra Leone

Uganda

Middle east & africa M&A DEAL SIZE BREAKDOWN

value volume

60 250

50 200

40 150

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

50 10

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

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

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

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

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

Value not disclosed

Monthly M&A Insider 52 The following notes pertain to data contained in this publication: • Deals are included where the deal value is greater than or equal to EUR5m. • Where no deal value has been disclosed, deals are included if the turnover of the target is greater than or equal to EUR10m. • Deals are included in the graphs and Top Deals in each section based on the dominant geography and dominant sector of the target company. Data underlying the League Tables are based on deals where the bidder, target or parent geography of either is that of the geography in focus. • H1 2010 refers to the period 31 January 2010 to 28 February 2010.

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