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The comprehensive review of mergers and acquisitions in the EMEA region

2017 Half-year edition Deal Drivers EMEA

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FINANCIAL TRANSACTIONS & REPORTING | MARKETING & COMMUNICATIONS FOR REGULATED INDUSTRY | CUSTOMER CONTENT & COLLABORATION SOLUTIONS Mergermarket Deal Drivers EMEA Contents 3

Contents

Foreword 04 Telecoms, Media & Technology 41 EMEA Heat Chart 05 Transportation 47 All Sectors 06 Pharma, Medical & Biotech 53 Financial Services 17 Construction 59 Industrials & Chemicals 23 The Middle East & North Africa 65 Energy, Mining & Utilities 29 About Merrill Corporation 72 Consumer 35 Merrill Corporation Contacts 72

Mergermarket.com Mergermarket Deal Drivers EMEA Foreword 4

Foreword

Welcome to the half-year 2017 edition of negotiations and an uncertain economic Despite ongoing political volatility, it is clear Deal Drivers EMEA, published by Mergermarket future, the UK and Ireland still managed that Europe has retained its status as a fertile in association with Merrill Corporation. This to attract the majority of deals within the ground for prize M&A assets. International report provides an extensive review of M&A continent, accounting for 22.6% of total deal and domestic investors as well as PE firms will activity across Europe, the Middle East and count. The falling pound offered a further continue to do battle to secure the best deals Doug Cullen North Africa. It offers detailed analyses of incentive for deals. in the second half of the year. Senior Vice President, specific regions and sectors. It also identifies Global Head of Solution Transatlantic spending spree Deal Drivers provide readers with an in- key trends that are set to develop over the Sales, Merrill Corporation Despite uncertainty surrounding President depth review of EMEA-based M&A during H1 course of the next six months. Trump’s ability to impose his proposed pro- 2017 using sector-specific and geographical Dealmakers looking to do deals in Europe business reforms, transatlantic M&A reached data – all filtered through the expert lens have had to contend with heated Brexit new heights. The strength of the dollar against of Mergermarket journalists. We hope that negotiations, divisive regional elections both the pound and euro has powered deal this half-year edition is useful to you and we and a fractious political climate in 2017, and activity regardless of political uncertainty. If welcome your feedback. they have risen to the challenge. Despite a President Trump’s plans to loosen regulation Sincerely, destabilised economic climate, the motivation on high-profile deals come into fruition, M&A for deals – particularly at the top end of activity targeting Europe may be given a the market – remains ever present as M&A further boost. practitioners learn to adjust to a ‘new normal’ Exit stage left in European M&A. Ready availability of cheap financing has Backed by a slew of high-profile mega- pushed European exit activity to a ten- Doug Cullen deals, the region maintained the momentum year high. A selection of megadeals such Senior Vice President gathered in 2016 to reach its highest half-year as Blackstone’s €12.3bn sale of UK-based value since 2007. Highlighting the region’s logistics company Logicor to sovereign wealth growing prominence on the global M&A scene, fund China Investment Corporation and Dubai four out of the top five global deals in H1 2017 Aerospace Enterprise’s €6.9bn acquisition targeted European firms. of aircraft leasing company AWAS from Terra Firma and Canada Pension Plan Investment Fighting off the Brexit blues Board have served to bump up deal value. European assets are continuing to attract However, with inflation starting to bite and a attention from international dealmakers potential rise in interest rates on the horizon, seemingly undeterred by the wave of many are wondering how long this benign uncertainty sweeping across the continent. private equity (PE) environment will last. Against a backdrop of divisive Brexit

Mergermarket.com Mergermarket Deal Drivers EMEA Heat Chart 5

EMEA Heat Chart

Looking ahead to the next six months of Heat Chart based on potential companies for sale European dealmaking, the TMT, industrials Sector German UK & Ireland Italy Russia France SEE Iberia Middle East Benelux CEE Nordic Total & chemicals, and consumer sectors are speaking & North (excluding expected to generate the highest number of Africa Russia) deals across a number of markets, according TMT 152 83 29 42 46 42 19 21 21 4 14 473 to Mergermarket’s Heat Chart, which tracks Industrials & Chemicals 122 30 54 48 40 19 16 13 13 11 7 373

‘companies for sale’ stories. Consumer 107 70 85 32 38 10 20 5 5 19 1 392 German-speaking countries are anticipated to Financial Services 72 52 19 13 12 6 12 5 5 13 2 211 attract the most attention, with a healthy pipeline Energy, Mining & Utilities 55 42 17 21 3 17 8 16 16 13 4 212 of deals expected to be announced throughout Business Services 76 54 17 11 20 6 18 2 2 2 3 211 the second half of the year. Interest from Asian Pharma, Medical & Biotech 41 17 11 17 18 15 7 14 14 1 10 165 and US buyers continues to drive deal activity in a sellers’ market with plenty of liquidity. Leisure 35 26 10 9 6 10 4 4 4 3 4 115 Construction 30 10 3 4 8 7 9 2 2 3 4 82 The UK and Ireland are also expected to Transportation 12 2 14 8 5 2 5 1 1 4 5 59 generate considerable deal activity over the next six months, particularly in the TMT and consumer Real Estate 9 6 3 6 1 3 3 2 2 0 0 35 space. A clear driver behind UK deal activity will Agriculture 2 2 0 13 1 3 0 3 3 3 0 30 be fluctuations in the currency markets attracting Defence 1 1 0 0 0 0 0 0 0 0 0 2 opportunistic purchases. Total 714 395 262 224 198 140 121 88 88 76 54 2360 Meanwhile, a recovering economy has caused a healthier Italian M&A market, with consumer deals leading the way. The government’s ‘Made in Italy’ initiative, which aims to promote home- grown Italian products abroad, is drawing in Hot Warm Cold foreign buyers pursuing deals in the Italian food and fashion industries. 150 50 20

Dealmaking within the SEE region is gathering 100 40 10 traction, with investor sentiment improving in countries such as Turkey, Greece and Cyprus. 60 30 1 A string of upcoming privatizations over the coming year will likely further create M&A Note: The Intelligence Heat Charts are based on ‘companies for sale’ tracked by Mergermarket in the respective regions between 01/01/2017 opportunities within the region. and 30/06/2017. Opportunities are captured according to the dominant geography and sector of the potential target company.

Mergermarket.com Mergermarket Deal Drivers EMEA All Sectors 6

Part of the Acuris Report on Global M&A Activity

All Sectors

Mergermarket.com Mergermarket Deal Drivers EMEA All Sectors 7

All sectors

Further information Dealmakers have continued to seize M&A industrial gas firm Linde. The trend for fewer was the consumer sector which saw the most Get in touch opportunities within the European continent in but larger deals seems to have spread to North impressive growth in H1, on the back of a flurry the first half of 2017. Activity has been driven American dealmakers, with deal count decreasing of megadeals. There were three deals valued be an increased appetite for larger deals, from 350 in H1 2016 to 302 in H1 2017. over €10bn announced in the first half of the Katharine Dennys with a total value of €449.7bn marking the year, marking a huge rebound from H1 2016 Industrials powers ahead highest half-year figure since 2007. If current where the highest announced deal was valued The industrials & chemicals sector has activity maintains this momentum, 2017 deal at €2.6bn. retained its dominance in European M&A, value looks set to top the post-crisis high of with a total deal value of €76.7bn – jumping Niche markets such as luxury are attracting €814.1bn, achieved in 2015. 60.3% compared to the previous six months. dealmaker attention due to a competitive Yet, reflecting dealmakers’ ambitions to secure Industrials & chemicals dealmaking took the mass market and a customer base with a bigger deals, deal count has slid from 3,732 to largest share of deal value in Europe, with significant disposal income. This resulted in 3,232 year on year. It seems that in politically 17.3% of the region’s total, and the largest a string of high-profile luxury deals including unpredictable times dealmakers have become share of deal count, with 20.8%. the €24bn tie-up between Italian Luxottica more select in the deals they choose to Group and French Essilor International, The Despite the positive headlines, the sector conduct, resulting in a shift in activity to the Arnault Family Group’s €12.1bn purchase of has felt the effects of a slowdown in Chinese top end of the market. There were 14 mega- its remaining 25.9% stake in Christian Dior, outbound M&A particularly acutely. While deals (>€5bn) announced in H1, a steady and CVC Partners €800m takeover of Swiss last year saw a slew of deals originating from increase from the 10 deals announced in both watchmaker Breitling. Chinese bidders–such as ChemChina’s €42bn H1 and H2 2016, and the highest number of acquisition of Swiss agrochemicals business deals within this price bracket since 2008. Syngenta–the first half of 2017 saw just Transatlantic wave one Chinese-backed deal within the top 15 While Chinese dealmakers have been inhibited European deals. by stricter legislation imposed on outbound However, the Chinese government’s ‘Made in deals, the US stepped up to the dealmaking China 2025’ initiative, intending to upgrade plate. North American M&A targeting the the country’s manufacturing technologies, will continent has scaled new heights, with continue to push Chinese investors in search €112.6bn spent across 302 deals reaching the for innovative assets abroad. A particular focus highest half-year deal value on Mergermarket will be seen within the automation, robotics record (since 2001). and artificial intelligence space. Despite an impending September federal In search of luxury election, Germany attracted the highest-valued Although industrials & chemicals retained its deal of H1 – US Praxair’s €40.5bn purchase of dominance in the European M&A market, it

Mergermarket.com Mergermarket Deal Drivers EMEA All Sectors 8

Top deals

Top 20 Announced Deals for Year Ending 30 June 2017 (any European involvement)

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

1-Jun-17 P Praxair Inc Linde AG Industrials & Chemicals 40,535

15-May-17 P Atlantia SpA Abertis Infraestructuras SA Construction 30,295

26-Jan-17 C Johnson & Johnson Actelion Pharmaceuticals Ltd Pharma, Medical & Biotech 27,591

16-Jan-17 P Essilor International SA Luxottica Group SpA Consumer 23,965

23-Feb-17 C Svenska Cellulosa Aktiebolaget SCA (Shareholders) Essity Aktiebolag (publ) Consumer Svenska Cellulosa Aktiebolaget SCA 18,283

2-Jun-17 P China Investment Corporation LogiCor Europe Limited Transportation Blackstone Group LP 12,250

25-Apr-17 C Bernard Arnault (Private Investor) Christian Dior SA (25.9% stake) Consumer 12,111

19-Jan-17 P Safran SA Zodiac Aerospace SA Defence 8,316

21-Mar-17 C Government of France AREVA SA (Fuel Cycle Business) (50% stake) Energy, Mining & Utilities 6,939

24-Apr-17 P Dubai Aerospace Enterprise AWAS Aviation Capital Limited Financial Services Terra Firma Capital Partners Limited; and Canada 6,908 Pension Plan Investment Board

23-May-17 C LVMH Moet Hennessy Louis-Vuitton SE Christian Dior SA Consumer Christian Dior SA 6,500

15-May-17 P Thermo Fisher Scientific Inc Patheon NV Pharma, Medical & Biotech Royal DSM NV; and JLL Partners 6,481

21-Jun-17 P Gecina SA Eurosic SA Real Estate Batipart SAS; Predica Prevoyance Dialogue du 5,797 Credit Agricole SA; Covea Mutual Insurance Group Company; Assurances du Credit Mutuel Vie SA; Debiopharm Group; and Latricogne

10-Apr-17 L Cinven-Bain consortium STADA Arzneimittel AG Pharma, Medical & Biotech 5,183

29-Jun-17 P HgCapital; Cinven Partners LLP; Montagu Private Visma AS TMT Cinven Partners LLP; and Kohlberg Kravis Roberts 4,700 Equity LLP; Intermediate Capital Group Plc; and GIC & Co LP Private Limited

11-May-17 P Neptune Oil & Gas Limited ENGIE E&P International SA (70% stake) Energy, Mining & Utilities ENGIE SA 4,700

1-Jun-17 P Deere & Company WIRTGEN GROUP Holding GmbH Industrials & Chemicals Wirtgen family 4,600

6-Mar-17 P Standard Life Plc Aberdeen Asset Management PLC Financial Services 4,381

27-Jan-17 P Tesco Plc Booker Group Plc Consumer 4,175

24-Jan-17 C Raiffeisen Bank International AG Raiffeisen Zentralbank Oesterreich AG Financial Services Raiffeisen-Landesbanken-Holding GmbH 4,129

C= Completed; P= Pending; L= Lapsed

Mergermarket.com Mergermarket.com Mergermarket of the target. in Europe. Industry sector is based onthe dominant industry were withdrawn, where the dominant location of the target is Based onannounced deals, excluding those that lapsed or Value Mix of deals by industry sector Value (€bn) 60 90 40 50 30 80 20 70 10 0 76.7 Industrials & Chemicals € 37 Financial Services € 24.9 Business Services € 81.8 Deal Drivers EMEA Consumer € 49.5 Energy, Mining & Utilities € 34.5 TMT € € Leisure 9 29.1 Transportation € 47.3 Pharma, Medical & Biotech € All Sectors 32.9 Construction € 18 Real Estate € 8.3 Defence € 0.9 Agriculture € of the target. in Europe. Industry sector is based onthe dominant industry were withdrawn, where the dominant location of the target is Based onannounced deals, excluding those that lapsed or Count Deal Mix of deals by industry sector Number of deals 600 400 500 300 200 700 100 0 672 Industrials & Chemicals

Financial Services 179 497 Business Services 410 Consumer

Energy, Mining & Utilities 181

TMT 518

Leisure 163

Transportation 121 229 Pharma, Medical & Biotech

Construction 157

Real Estate 58

Defence 6

Agriculture 41 9 Mergermarket Deal Drivers EMEA All Sectors 10

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

900 8,000 xx 20 36 171 800 19 184 7,000 20 41 42 189 182 186 198 700 12 6,000 2,085 € 12 139 35 336.5 36 13 170 174 34 172 161 2,088 600 € € 154 213.1 286.2 2,248 5,000 1,914 500 € € 2,031 88.9 161.8 1,803 € 4,000 106.7 € €

Value (€bn) Value 119.4 127.2 400 € € Number of deals of Number 14 112.9 110.8 25 € € € 92 104.9 206.0 97.5 3,000 90 300 880 € € 4,805 € 178.5 181.2 € 159 4,279 160.6 € € 3,980 148.9 € 2,000 136.8 3,615 200 81.6 3,188 3,325 € € € € € 70.9 € 61.3 € 66.3 66.2 2,133 53.2 60.8 84.2 1,000 100 € € € € € € € 108.6 106.1 31.5 100.1 93 91.4 102.9 € 46.4 0 0 2011 2012 2013 2014 2015 2016 H1 2017 2011 2012 2013 2014 2015 2016 H1 2017

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

Mergermarket.com Mergermarket.com Mergermarket dominant location of the target is inEurope. that lapsed orwere withdrawn, where the Based onannounced deals, excluding those Value European quarterly M&Aactivity Value (€m) 300,000 200,000 250,000 100,000 150,000 50,000 Deal Value 0 Q1 Q2 2011 Q3 Q4 Moving average trend line Q1 Q2 2012 Q3 Deal Drivers EMEA Q4 Q1 Q2 2013 Q3 Q4 Q1 Q2 2014 Q3 Q4 Q1 Q2 All Sectors 2015 Q3 Q4 Q1 Q2 2016 Q3 Q4 Q1 2017 Q2 dominant location of the target is inEurope. that lapsed orwere withdrawn, where the Based onannounced deals, excluding those Count Deal European quarterly M&Aactivity Number of deals 2,000 Deal Count Deal 1,000 1,500 1,250 1,750 500 250 750 0 Q1 Q2 2011 Q3 Q4 Moving average trend line Q1 Q2 2012 Q3 Q4 Q1 Q2 2013 Q3 Q4 Q1 Q2 2014 Q3 Q4 Q1 Q2 2015 Q3 Q4 Q1 Q2 2016 Q3 Q4 Q1 2017 Q2 11 Mergermarket Deal Drivers EMEA All Sectors 12

European buyouts European Exits

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

50,000 400 70,000 300

350 60,000 250 40,000

300 50,000

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

200 150 Value (€m) Value Value (€m) Value 30,000 20,000 150 100

20,000 100

10,000 50 50 10,000

0 0 0 0 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 2011 2012 2013 2014 2015 2016 2017 2011 2012 2013 2014 2015 2016 2017

Value Deal count Value Deal count

Mergermarket.com Mergermarket.com Mergermarket and bidder and excludes all buyouts. Based ondominant location of target Value Transatlantic deals Value (€m) 150,000 120,000 60,000 90,000 30,000 Total European/North American deals AmericanNorth bidderacquiring aEuropean target European bidderacquiring American aNorth target 0 Q1 Q2 US$ xxx 2011 Q3 Q4 US$ xxx Q1 Q2 US$ xxx 2012 Q3 Deal Drivers EMEA Q4 Q1 Q2 US$ xxx 2013 Q3 Q4 Q1 Q2 US$ xxx 2014 Q3 Q4 Q1 US$ xxx Q2 All Sectors 2015 Q3 Q4 Q1 US$ xxx Q2 2016 Q3 Q4 Q1 2017 Q2 and bidder and excludes all buyouts. Based ondominant location of target Count Deal Transatlantic deals Number of deals 300 200 Total European/North American deals AmericanNorth bidderacquiring aEuropean target European bidderacquiring American aNorth target 350 250 100 150 50 Q1 Q2 US$ xxx 2011 Q3 Q4 US$ xxx Q1 Q2 US$ xxx 2012 Q3 Q4 Q1 Q2 US$ xxx 2013 Q3 Q4 Q1 Q2 US$ xxx 2014 Q3 Q4 Q1 US$ xxx Q2 2015 Q3 Q4 Q1 US$ xxx Q2 2016 Q3 Q4 Q1 2017 Q2 13 Mergermarket Deal Drivers EMEA All Sectors 14

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

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

2.9% 1.8% 2% 8% 10.3% 21.0% 22.6%

5.0% 16.5%

11.7%

8% 16.4% 23.4%

8.5% 6.7%

7.6% 12.2% 15.4%

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

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

Mergermarket.com Mergermarket Deal Drivers EMEA All Sectors 15

League tables

Financial advisors by value Financial advisors by deal count

H1 2017 H1 2016 Company Name Value Number H1 2017 H1 2016 Company Name Value Number (m) EUR of Deals (m) EUR of Deals

1 1 Goldman Sachs & Co 264,772 66 1 2 PwC 5,879 118

2 7 Bank of America Merrill Lynch 191,308 42 2 4 Rothschild 86,910 113

3 3 Citi 162,549 47 3 1 KPMG 4,914 99

4 2 Morgan Stanley 147,500 59 4 3 Deloitte 5,332 93

5 8 Lazard 141,690 73 5 5 EY 3,721 93

6 6 JPMorgan 139,499 72 6 6 Lazard 141,690 73

7 4 Credit Suisse 131,153 42 7 16 JPMorgan 139,499 72

8 11 UBS Investment Bank 114,856 37 8 8 Goldman Sachs & Co 264,772 66

9 5 Deutsche Bank 110,069 31 9 10 Morgan Stanley 147,500 59

10 9 Rothschild 86,910 113 10 13 Citi 162,549 47

The financial adviser league tables by value and volume have been run from 01/01/2017 to the 30/06/2017, excluding lapsed and withdrawn deals. The tables are pan-European and cover all sectors. Legal advisors by value Legal advisors by deal count

H1 2017 H1 2016 Company Name Value Number H1 2017 H1 2016 Company Name Value Number (m) EUR of Deals (m) EUR of Deals

1 4 Cravath, Swaine & Moore 179,011 10 1 1 DLA Piper 43,404 141

2 3 Davis Polk & Wardwell 161,834 15 2 2 CMS 32,785 104

3 2 Freshfields Bruckhaus Deringer 141,266 66 3 4 Clifford Chance 68,501 94

4 16 Kirkland & Ellis 109,526 42 4 5 Linklaters 103,859 92

5 7 Linklaters 103,859 92 5 3 White & Case 49,171 86

6 5 Cleary Gottlieb Steen & Hamilton 102,016 30 6 6 Baker & McKenzie 13,332 85

7 23 Jones Day 98,377 59 7 7 Allen & Overy 36,859 84

8 22 Skadden Arps Slate Meagher & Flom 93,723 31 8 11 Latham & Watkins 79,479 82

9 8 Simpson Thacher & Bartlett 83,397 22 9 8 Freshfields Bruckhaus Deringer 141,266 66

10 82 Blake, Cassels & Graydon 81,196 14 10 17 Orrick Herrington & Sutcliffe 14,637 66

The legal adviser league tables by value and volume have been run from 01/01/2017 to the 30/06/2017 and include lapsed and withdrawn deals. The tables are pan-European and cover all sectors. Mergermarket.com Mergermarket Deal Drivers EMEA All Sectors 16

League tables

PR advisors by value PR advisors by deal count

H1 2017 H1 2016 Company Name Value Number H1 2017 H1 2016 Company Name Value Number (m) EUR of Deals (m) EUR of Deals

1 1 Brunswick Group 150,631 51 1 2 FTI Consulting 86,027 76

2 2 FTI Consulting 86,027 76 2 1 Brunswick Group 150,631 51

3 6 Sard Verbinnen & Co 81,066 22 3 7 Citigate 10,360 40

4 5 Kekst (Publicis/MSLGROUP) 73,641 24 4 4 Maitland (AMO) 31,058 36

5 11 Finsbury 70,713 31 5 5 Finsbury 70,713 31

6 48 Ashton Consulting 56,822 1 6 6 Greenbrook Communications 11,147 28

7 12 Joele Frank Wilkinson Brimmer Katcher 51,685 13 7 18 Kekst (Publicis/MSLGROUP) 73,641 24

8 7 Hering Schuppener (Finsbury) 50,792 15 8 19 Sard Verbinnen & Co 81,066 22

9 3 CNC/JKL (Publicis/MSLGROUP) 47,806 21 9 11 CNC/JKL (Publicis/MSLGROUP) 47,806 21

10 16 Estudio de Comunicacion 34,030 9 10 29 Powerscourt 9,974 21

The PR adviser league tables by value and volume have been run from 01/01/2017 to the 30/06/2017 and exclude lapsed and withdrawn deals. The tables are pan-European and cover all sectors. PR advisors by value–mid-market (€5m

H1 2017 H1 2016 Company Name Value Number H1 2017 H1 2016 Company Name Value Number (m) EUR of Deals (m) EUR of Deals

1 2 FTI Consulting 2,292 31 1 1 FTI Consulting 2,292 31

2 3 Greenbrook Communications 1,449 10 2 2 Brunswick Group 1,256 13

3 1 Brunswick Group 1,256 13 3 12 Citigate 1,088 13

4 7 Citigate 1,088 13 4 7 Greenbrook Communications 1,449 10

5 - Sard Verbinnen & Co 1,055 8 5 4 Maitland (AMO) 876 10

6 5 Maitland (AMO) 876 10 6 - Sard Verbinnen & Co 1,055 8

7 13 Kekst (Publicis/MSLGROUP) 641 5 7 11 Buchanan Communications 201 8

8 - Joele Frank Wilkinson Brimmer Katcher 546 3 8 9 Finsbury 541 7

9 4 Finsbury 541 7 9 6 Community Group 497 7

10 16 Community Group 497 7 10 5 Tulchan Communications 462 7

The PR adviser league tables by value and volume have been run from 01/01/2017 to the 30/06/2017 and exclude lapsed and withdrawn deals. The tables are pan-European and cover all sectors. Mergermarket.com Mergermarket Deal Drivers EMEA Financial Services 17

Part of the Acuris Report on Global M&A Activity

Financial Services

Mergermarket.com Mergermarket Deal Drivers EMEA Financial Services 18

Financial services Overview

Further information Despite what seemed a near never-ending The two UK-based asset management firms As insurance activity dipped, banking became Get in touch conveyor belt of political upheaval likely to were narrowly beaten from securing the the most active financial services sub-sector scupper M&A activity in Europe, the financial sector’s largest deal during the year’s opening taking the lion’s share of large-scale deals. services sector has remained remarkably six months, an accolade that instead belongs The largest of which was Raiffeisen Bank Aaran Fronda resilient. This year, despite a decline in the to Terra Firma and Canadian Pension Plan International’s takeover of Raiffeisen Zentralbank number of deals taking place across the Investment Board. The two PE houses sold Oesterreich from Raiffeisen-Landesbanken- sector, financial services still saw €37bn aircraft leasing company, AWAS, to Dubai Holding in a deal valued at €4.1bn. change hands across just 179 transactions. In Aerospace Enterprise (DAE) for €6.9bn. The Spain-based Santander and Italy’s Intesa the corresponding period last year, €38bn was deal will propel DAE into the top 10 aircraft- Sanpaolo’s decision to sell their joint 75% spent across 243 deals, marginally topping this leasing platforms, with the combined business stake in mutual fund platform Allfunds Bank, year’s value. owning and managing 394 aircraft with a total to GIC and Hellman & Friedman for €1.8bn value of more than €12.2bn. Ongoing Brexit negotiations played a part was also among the largest banking deals to in deals struck this year and is expected to Regulation has long-been a driver of financial take place in the early part of the year. Intesa have a bearing on future deals as the sector services M&A and such directives as Solvency Sanpaolo said it would book a net capital gain grapples to navigate its way around numerous II has forced European insurers to reassess from the sale of some €800m, which could be obstacles likely to emerge in the wake of an capital and compliance costs, while still deployed later this year on further acquisitions. eventual split from the EU. looking for growth opportunities in a highly Overall, the European financial services sector concentrated market. One standout deal that arrived in March was has remained robust in the face of a plethora the all-UK merger between Standard Life While insurance has traditionally been a of macroeconomic headwinds. While it is and Aberdeen Asset Management in a tie-up mainstay of European financial services often that dealmakers tend to shy away from valued at more than €4.4bn. This became dealmaking, companies have begun looking uncertainty, it appears that the European M&A the second largest deal within the sector more closely towards investments outside of market has grown accustomed to this more during H1. The merger will create the second the continent, leading to a distinct lack of perilous landscape. largest European fund manager with more than large takeovers. £660bn AuM and a team of around 9,000 staff. This absence of sizeable inorganic growth Those behind the Aberdeen-Standard Life options in Europe led to only one deal of note tie-up have already started making integration making it into the year’s largest transactions. plans based on a post-Brexit environment UnipoSai Assicurazioni €715m acquisition and this will be at the forefront of dealmakers’ of Unisalute from Unipol Gruppo Finanziario minds when considering takeovers of other was ranked as the 15th largest deal to take UK-based companies. place in H1.

Mergermarket.com Mergermarket Deal Drivers EMEA Financial Services 19

Top deals

Top 15 Announced Deals for Half-Year Ending 30 June 2017–European Targets Financial Services Sector

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

24-Apr-17 P Dubai Aerospace Enterprise AWAS Aviation Capital Limited Terra Firma Capital Partners Limited; and Canada Pension Plan 6,908 Investment Board

6-Mar-17 P Standard Life Plc Aberdeen Asset Management PLC 4,381

24-Jan-17 C Raiffeisen Bank International AG Raiffeisen Zentralbank Oesterreich AG Raiffeisen-Landesbanken-Holding GmbH 4,129

20-Apr-17 P Macquarie Group Limited; and Universities Superannuation Scheme Limited UK Green Investment Bank plc HM Treasury 2,744

7-Mar-17 P Hellman & Friedman LLC; and GIC Private Limited Allfunds Bank SA Intesa Sanpaolo SpA; and Santander Asset Management SA SGIIC 1,800

31-Mar-17 P Lone Star Funds Novo Banco SA (75% stake) Banco de Portugal 1,000

6-Mar-17 P BNP Paribas Personal Finance SA; and Banque PSA Finance SA Adam Opel AG and Vauxhall Motors Limited General Motors Company 927 (European Captive Financing Operations)

30-Jun-17 P VTG AG Nacco SAS CIT Group Inc 900

30-Jan-17 P Bridgepoint Advisers Limited Zenith Group Holdings Limited HgCapital 879

21-Feb-17 C Banco Bilbao Vizcaya Argentaria SA Turkiye Garanti Bankasi AS (9.95% stake) Dogus Holding AS; and Dogus Arastirma Gelistirme ve Müsavirlik 868 Hizmetleri AS

24-Jun-17 P Bankia SA Banco Mare Nostrum SA 825

28-Jun-17 L The Co-operative Bank Plc (Noteholders) The Co-operative Bank Plc 792

6-Jun-17 C JCDecaux SA Eurazeo SA (15.42% stake) Credit Agricole SA 791

29-Jun-17 P EXIN Financial Services Holding BV Ethniki Hellenic General Insurance SA (75% stake) National Bank of Greece SA 718

30-Jun-17 P UnipolSai Assicurazioni SpA Unisalute SpA (98.53% stake) Unipol Gruppo Finanziario SpA 715

C= Completed; P= Pending; L= Lapsed

Mergermarket.com Mergermarket Deal Drivers EMEA Financial Services 20

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

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

5% 3.4% 0.8% 1.5% 2% 8.9%

30.1% 13.3% 10.6%

4.3% 4.5% 51.2%

6.4% 9.5%

14%

15.5% 6.7%

12.3%

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

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

Mergermarket.com Mergermarket.com Mergermarket Industry sector is based onthe dominant industry of the target. withdrawn, where the dominant location of the target is inEurope. Based onannounced deals, excluding those that lapsed orwere Value Quarterly M&Aactivity Value (€m) 40,000 30,000 20,000 35,000 25,000 10,000 15,000 5,000 Deal Value 0 Q1 Q2 2011 Q3 Q4 Moving average trend line Q1 Q2 2012 Q3 Deal Drivers EMEA Deal Drivers Q4 Q1 Q2 2013 Q3 Q4 Q1 Q2 2014 Q3 Q4 Q1 Q2 Financial Services 2015 Q3 Q4 Q1 Q2 2016 Q3 Q4 Q1 2017 Q2 Industry sector is based onthe dominant industry of the target. withdrawn, where the dominant location of the target is inEurope. Based onannounced deals, excluding those that lapsed orwere Count Deal Quarterly M&Aactivity Number of deals Deal Count Deal 100 150 125 50 25 75 0 Q1 Q2 2011 Q3 Q4 Moving average trend line Q1 Q2 2012 Q3 Q4 Q1 Q2 2013 Q3 Q4 Q1 Q2 2014 Q3 Q4 Q1 Q2 2015 Q3 Q4 Q1 Q2 2016 Q3 Q4 Q1 2017 Q2 21 Mergermarket Deal Drivers EMEA Financial Services 22

League tables

Financial advisors by value Financial advisors by deal count

H1 2017 H1 2016 Company Name Value Number H1 2017 H1 2016 Company Name Value Number (m) EUR of Deals (m) EUR of Deals

1 13 Goldman Sachs & Co 14,847 9 1 1 Rothschild 4,810 14

2 17 Morgan Stanley 10,850 8 2 3 JPMorgan 8,654 11

3 6 JPMorgan 8,654 11 3 2 KPMG 609 10

4 3 Citi 6,921 5 4 14 Goldman Sachs & Co 14,847 9

5 1 Bank of America Merrill Lynch 5,464 6 5 9 Morgan Stanley 10,850 8

6 22 UBS Investment Bank 5,224 5 6 13 Fenchurch Advisory Partners 4,497 7

7 5 Rothschild 4,810 14 7 18 Evercore Partners 1,963 7

8 23 Fenchurch Advisory Partners 4,497 7 8 7 Bank of America Merrill Lynch 5,464 6

9 28 Credit Suisse 4,381 4 9 16 Deutsche Bank 3,400 6

10 8 Deutsche Bank 3,400 6 10 12 BNP Paribas 2,080 6

The financial adviser league tables by value and count have been run from 01/01/2017 to the 30/06/2017, excluding lapsed and withdrawn deals. The tables are pan-European and are based on the following sectors: Financial Services. Legal advisors by value Legal advisors by deal count

H1 2017 H1 2016 Company Name Value Number H1 2017 H1 2016 Company Name Value Number (m) EUR of Deals (m) EUR of Deals

1 2 Freshfields Bruckhaus Deringer 15,142 9 1 3 Linklaters 3,918 15

2 17 Slaughter and May 7,740 6 2 23 Hogan Lovells International 1,796 12

3 5 Latham & Watkins 7,440 5 3 5 Clifford Chance 1,736 11

4 203 Milbank Tweed Hadley & McCloy 7,072 2 4 1 Freshfields Bruckhaus Deringer 15,142 9

5 - Maclay Murray & Spens 4,408 2 5 2 Allen & Overy 4,137 8

6 10 Allen & Overy 4,137 8 6 4 White & Case 2,533 8

7 15 Schoenherr Rechtsanwaelte 4,129 1 7 9 Slaughter and May 7,740 6

8 3 Linklaters 3,918 15 8 19 Uria Menendez 2,312 6

9 37 Weil Gotshal & Manges 2,816 5 9 39 Cleary Gottlieb Steen & Hamilton 1,687 6

10 4 Herbert Smith Freehills 2,744 1 10 28 Latham & Watkins 7,440 5

The legal adviser league tables by value and count have been run from 01/01/2017 to the 30/06/2017, and include lapsed and withdrawn deals. The tables are pan-European and cover the Financial Services sector. Mergermarket.com Mergermarket Deal Drivers EMEA Industrials & Chemicals 23

Part of the Acuris Report on Global M&A Activity

Industrials & Chemicals

Mergermarket.com Mergermarket Deal Drivers EMEA Industrials & Chemicals 24

Industrials & Chemicals Overview

Further information The European industrials & chemicals sector largest industrial gases supplier and ranked Plast, a Danish packaging maker, for €874m. Get in touch improved its deal performance in the first as the largest transaction in Europe across all In the same month, Spain-based aerostructures six months of the year following a subdued sectors–and US farm equipment maker Deere’s maker, Aernnova, was acquired by a consortium second half of 2016. A scarcity of megadeals, takeover of Wirtgen Group, a Germany-based made up of TowerBrook Capital, Torreal and Joao Grando however, stopped it from getting closer to H1 road-construction equipment manufacturer, for Peninsula Capital for €900m from Springwater 2016’s record value. €4.6bn. The sector also saw fewer transactions Capital. Meanwhile Bridgestone-backed valued at €1bn or more–down to eight from 10 Element Materials, a UK-based testing company, Deal value reached €76.7bn, up 60% in H1 2016. acquired UK-listed peer Exova Group in a bolt- compared to the previous six months but on deal valued at €914m. down 22.2% from record H1 2016. The sector Outside of Europe, president Donald Trump’s was responsible for the largest share of deal rhetoric over a more protectionist agenda for Political uncertainty is unlikely to disappear value in Europe, accounting for 17.3% of the US manufacturing businesses did not help over the coming months, but dealmakers region’s total. It also captured the largest share encourage transatlantic deals. have reasons to be bullish about H2. In of number of deals, 20.8%, despite deal count an environment of low yields, cash-rich More strikingly, the sector felt the downturn dropping 9.3% to 672 year on year. companies will feel pressure to deploy dry of Chinese outbound M&A. While last year powder, while investors are likely to keep on The German-speaking countries, usually saw a host of megadeals from Chinese bidders channelling money to PE funds. top of the class for industrials & chemicals targeting Europe, including ChemChina’s dealmaking, expanded their dominance further, €42bn acquisition of Switzerland- Adding to the bullish view, M&A investment making up 67.5% of deal value and 22.3% of headquartered agrochemicals business from China could return. Industrials & deal count. In a period of significant political Syngenta, H1 saw only one Chinese-backed chemicals assets are on the Chinese turmoil for UK politics, the UK and Ireland lost deal make it to the sector’s top 15 chart– government’s wish list of acquisitions, as per its second place in the deal charts. The region Aeolus Tyre’s €789m takeover of Italy’s its ‘Made in China 2025’ plan, which intends dropped to fourth in terms of deal value, Prometeon. The slowdown has been attributed to upgrade the country’s manufacturing capturing 5.7% of the region’s total, and third in to the Chinese government tightening capital technologies. number of deals, with 15.8%. outflow as well as to a more protectionist When the dust settles and the rules approach by European administrations to avoid A smaller number of large transactions was over capital outflow become clearer, the the sale of strategic assets. an important dealmaking characteristic government may give the green light again throughout the first half of 2017. Only two Industrials & chemicals also experienced for larger acquisitions of European businesses industrials & chemicals deals made it to a healthy participation of buyout firms, which in areas such as automation, robotics and Europe’s top 20, while the sector counted five fought in competitive auction processes and artificial intelligence. in the equivalent period last year. cut several secondary deals. In June, Advent saw off competition from a handful of financial The outliers were the €40.5bn tie-up between investors to take over EQT-owned Faerch Praxair and Linde–which will create the world’s

Mergermarket.com Mergermarket Deal Drivers EMEA Industrials & Chemicals 25

Top deals

Top 15 Announced Deals for Half Year-Ending 30 June 2017–European Targets Industrials and Chemicals Sector

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

1-Jun-17 P Praxair Inc Linde AG 40,535

1-Jun-17 P Deere & Company WIRTGEN GROUP Holding GmbH Wirtgen family 4,600

3-Feb-17 C Government of France AREVA SA (61.48% stake) 2,290

7-Feb-17 C Stone Canyon Industries LLC Mauser Group NV Clayton, Dubilier & Rice LLC 2,150

16-Jun-17 P ArcelorMittal SA; and Marcegaglia SpA ILVA SpA 1,800

23-Mar-17 P Toyota Industries Corporation Vanderlande Industries BV NPM Capital NV 1,168

3-Apr-17 P Porsche Family; and Piech Family Porsche Automobil Holding SE (14.71% stake) Prof. Dr. Ferdinand K. Piech (Private Investor) 1,152

6-Mar-17 P PSA Peugeot-Citroen SA Adam Opel AG; and Vauxhall Motors Limited General Motors Company 1,140

19-Apr-17 C Element Materials Technology Holding Netherlands BV Exova Group plc 914

16-Jun-17 P TowerBrook Capital Partners LP; Torreal SCR SA; and Peninsula Aernnova Aerospace SAU (Undisclosed majority stake) Springwater Capital LLC 900 Capital Partners LLC

2-Jun-17 P Advent International Corporation Faerch Plast A/S EQT Partners AB 874

18-May-17 P Apax Partners LLP Safetykleen UK Limited Warburg Pincus LLC 816

13-Apr-17 P Aeolus Tyre Co Ltd Prometeon Tyre Group Srl (90% stake); Guilin Beili Tyre Co Qingdao Yellowsea Rubber Group Co Ltd; China National Tire 789 Ltd; and Qingdao Yellowsea Rubber Group Co Ltd (Industrial & Rubber Group Co Ltd; TP Industrial Holding SpA; and High Tyre related land and property) Grade (HK) Investment Management

23-Mar-17 C Superior Industries International Inc Uniwheels AG 738

19-Jan-17 C Motherson Sumi Systems Limited PKC Group Oyi 687

C= Completed; P= Pending; L= Lapsed

Mergermarket.com Mergermarket Deal Drivers EMEA Industrials & Chemicals 26

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

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

1.4% 0.7%

4.7% 5.7% 5.8% 1.3% 15.8% 6.1%

2.2% 16.5%

7%

4.8% 22.3% 7%

5.1%

67.4% 13.7% 12.5%

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

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

Mergermarket.com Mergermarket.com Mergermarket Industry sector is based onthe dominant industry of the target. withdrawn, where the dominant location of the target is inEurope. Based onannounced deals, excluding those that lapsed orwere Value Quarterly M&Aactivity Value (€m) 60,000 40,000 50,000 30,000 20,000 70,000 10,000 Deal Value 0 Q1 Q2 2011 Q3 Q4 Moving average trend line Q1 Q2 2012 Q3 Deal Drivers EMEA Deal Drivers Q4 Q1 Q2 2013 Q3 Q4 Q1 Q2 2014 Q3 Q4 Q1 Q2 Industrials &Chemicals 2015 Q3 Q4 Q1 Q2 2016 Q3 Q4 Q1 2017 Q2 Industry sector is based onthe dominant industry of the target. withdrawn, where the dominant location of the target is inEurope. Based onannounced deals, excluding those that lapsed orwere Count Deal Quarterly M&Aactivity Number of deals Deal Count Deal 400 300 200 350 250 100 150 50 0 Q1 Q2 2011 Q3 Q4 Moving average trend line Q1 Q2 2012 Q3 Q4 Q1 Q2 2013 Q3 Q4 Q1 Q2 2014 Q3 Q4 Q1 Q2 2015 Q3 Q4 Q1 Q2 2016 Q3 Q4 Q1 2017 Q2 27 Mergermarket Deal Drivers EMEA Industrials & Chemicals 28

League tables

Financial advisors by value Financial advisors by deal count

H1 2017 H1 2016 Company Name Value Number H1 2017 H1 2016 Company Name Value Number (m) EUR of Deals (m) EUR of Deals

1 19 Bank of America Merrill Lynch 55,304 7 1 3 Deloitte 1,493 30

2 1 Goldman Sachs & Co 53,359 14 2 2 PwC 780 24

3 2 Morgan Stanley 45,589 9 3 4 Rothschild 6,327 22

4 4 Credit Suisse 42,097 5 4 7 Lazard 6,203 17

5 44 Macquarie Group 40,773 5 5 5 EY 731 16

6 36 Perella Weinberg Partners 40,535 1 6 1 KPMG 1,641 15

7 12 Citi 24,167 13 7 6 Lincoln International 280 15

8 6 UBS Investment Bank 11,632 6 8 8 Goldman Sachs & Co 53,359 14

9 26 Moelis & Company 9,236 1 9 15 Citi 24,167 13

10 20 Rothschild 6,327 22 10 14 Oaklins 627 12

The financial adviser league tables by value and count have been run from 01/01/2017 to 30/06/2017, excluding lapsed and withdrawn deals. The tables are pan-European and are based on the following sectors: Automotive; Chemicals & Materials; Industrials – electronics; automation and products and services; and Manufacturing – other. Legal advisors by value Legal advisors by deal count

H1 2017 H1 2016 Company Name Value Number H1 2017 H1 2016 Company Name Value Number (m) EUR of Deals (m) EUR of Deals

1 21 Linklaters 49,434 15 1 4 DLA Piper 1,146 24

2 16 Freshfields Bruckhaus Deringer 46,961 14 2 1 CMS 468 21

3 31 Latham & Watkins 45,831 16 3 7 Baker & McKenzie 2,790 20

4 39 Hengeler Mueller 42,930 8 4 3 Jones Day 3,937 19

5 6 Davis Polk & Wardwell 42,775 2 5 9 Latham & Watkins 45,831 16

6 17 Sullivan & Cromwell 42,503 4 6 71 Simmons & Simmons 612 16

7 8 Gleiss Lutz 41,841 8 7 8 Linklaters 49,434 15

8 - William Fry 40,791 3 8 2 White & Case 18,493 15

9 129 Willkie Farr & Gallagher 40,735 4 9 6 Freshfields Bruckhaus Deringer 46,961 14

10 121 Alston & Bird 40,670 2 10 15 Allen & Overy 5,278 14

The legal adviser league tables by value and count have been run from 01/01/2017 to 30/06/2017 and include lapsed and withdrawn deals. The tables are pan-European and are based on the following sectors: Automotive; Chemicals & Materials; Industrials – electronics, automation and products and services; and Manufacturing – other. Mergermarket.com Mergermarket Deal Drivers EMEA Energy, Mining & Utilities 29

Part of the Acuris Report on Global M&A Activity

Energy, Mining & Utilities

Mergermarket.com Mergermarket Deal Drivers EMEA Energy, Mining & Utilities 30

Energy, Mining & Utilities Overview

Further information Deal activity across the energy, mining & bottom of a commodity price cycle, resulting Partners, and Morgan Stanley Infrastructure Get in touch utilities (EMU) sector coasted through the in CIC taking a larger interest in the underlying sold their interests in Affinity Water to a first half of 2017 as a flood of long-awaited assets through participation in Neptune. consortium of Allianz Capital Partners, HICL, transactions had already broken just before and DIF for €1.9bn. Meanwhile, Macquarie Patrick Harris A series of similar North Sea-focused deals the New Year. The catalyst for these previous Infrastructure and Real Assets sold 26.3% came to fruition during the first half of this year. deals–a relatively stable oil price–continued of Thames Water to Borealis Infrastructure Chrysaor, backed by EIG Capital, acquired well into the first and second quarters of this and Wren House for €1.5bn. a €2.8bn portfolio of Shell assets, and year and this provided a consistent deal flow. INEOS acquired Dong Energy’s exploration These deals were agreed upon despite the The value of deals in H1 2017 was slightly and production business for slightly more apparent upheaval of Brexit and elections. more than 50% higher than the first half than €1bn. A clear nod to the long-term attractiveness of 2016, with around €49.5bn worth of of UK utilities. All three of these deals involved private money transactions compared to €29.6bn. Despite taking a punt on its ability to consolidate, Although there were fewer large M&A the comparative year-on-year climb, there was rationalise and make more-efficient assets deals than this time last year, as the year a 20% reduction in deal value versus H2 2016. at the bottom of a cycle. progresses we can expect to see further The largest transaction in the EMU space to rationalisation across the EMU sector. In It was a game of shareholder musical chairs make it into the top 20 European deals was oil and gas, it will be intriguing to note how across the power and utilities sector, which the French government’s acquisition of Areva’s Neptune, Chrysoar and INEOS treat their saw a series of deals driven by strong interest fuel cycle business, in a deal valued at €6.9bn. newly acquired assets, while there could from long-term and infrastructure investors. Though closed to third-party interests, this still be a number of IPOs on the horizon. The leftfield sale by Portugal’s EDP of its was a clear example of the continual evolution Spanish distribution business Naturgas to of Europe’s utility sector as it grapples with ADIA, JPMorgan Asset Management. Swiss Life integration, a shifting energy mix and increased and Covalis for €2.6bn tops the list of utilities private sector interest, mainly from PE and deals, and took some of the wind out of the infrastructure funds. parallel Redexis process, which had been hotly In the same evolutionary tract, the second anticipated but fell at the last hurdle. biggest deal in H1 2017, and another that made EDP used the cash from Naturgas to make it into the top 20 global deals, was ENGIE’s an offer for the 22.5% stake it does not own sale of its exploration and production interests in its listed renewable energy subsidiary EDP in ENGIE E&P to Carlyle and CVC-backed Renovaveis. Neptune Oil & Gas for €4.7bn. This deal had to accommodate ENGIE E&P’s 30% shareholder In the UK, the utility game continued with two CIC’s reluctance to exit the business at the knockout water sector deals. Veolia, Infracapital

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

Top deals

Top 15 Announced Deals for Half-Year Ending 30 June 2017–European Targets Energy, Mining & Utilities Sector

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

21-Mar-17 C Government of France AREVA SA (Fuel Cycle Business) (50% stake) 6,939

11-May-17 P Neptune Oil & Gas Limited ENGIE E&P International SA (70% stake) ENGIE SA 4,700

31-Jan-17 P Chrysaor Holdings Limited Shell UK Limited (North Sea assets) Shell UK Limited 2,818

24-Apr-17 C Abu Dhabi Investment Council; JPMorgan Asset Management; Naturgas Energia Distribucion SA Energias de Portugal SA 2,591 Swiss Life Asset Management AG; and Covalis Capital LLP

13-Apr-17 C Volcan Holdings Plc Anglo American Plc (11.44% stake) 2,216

2-May-17 C Allianz Capital Partners GmbH; HICL Infrastructure Company Affinity Water Limited Veolia Water UK Limited; Infracapital Partners LP; and Morgan 1,902 Limited; and DIF Stanley Infrastructure Inc

5-Mar-17 P OMV AG Yuzhno-Russkoye field (24.99% stake) Uniper SE 1,756

14-Mar-17 P Borealis Infrastructure Management Inc; and Wren House Thames Water Utilities Limited (26.3% stake) Macquarie Infrastructure and Real Assets 1,544 Infrastructure Management Limited

3-Mar-17 C Vitol Investment Partnership OMV Petrol Ofisi AS OMV AG 1,368

24-May-17 P INEOS Group AG DONG Energy A/S (upstream oil and gas business) DONG Energy A/S 1,073

19-May-17 P PGE Polska Grupa Energetyczna SA EDF Polska SA Electricite de France SA 1,072

17-May-17 P Macquarie Infrastructure and Real Assets Compania Logistica de Hidrocarburos CLH SA (20% stake) Oman Oil Company SAOC; AMP Capital Investors Limited 1,000

3-Apr-17 C CVC Capital Partners Limited Compania Logistica de Hidrocarburos CLH SA (25% stake) Ardian; Alberta Investment Management Corporation; 1,000 Kutxabank SA; and Abanca Corporacion Bancaria SA

6-Feb-17 C Delek Group Ltd Ithaca Energy Inc (80.3% stake) 998

26-Apr-17 C City of Oslo Hafslund SA (46.27% stake) Fortum Oyj AB 969

C= Completed; P= Pending; L= Lapsed

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

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

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

3.6% 3.9%

9.4% 12.1% 25.9% 28.3%

12.2% 9.1%

1.9%

0.4% 7.7% 10.5%

17.9%

7.2% 14.9% 26.2% 0.5% 8.3%

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

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

Mergermarket.com Mergermarket.com Mergermarket Industry sector is based onthe dominant industry of the target. withdrawn, where the dominant location of the target is inEurope. Based onannounced deals, excluding those that lapsed orwere Value Quarterly M&Aactivity Value (€m) 60,000 90,000 40,000 50,000 30,000 80,000 20,000 70,000 10,000 Deal Value 0 Q1 Q2 2011 Q3 Q4 Moving average trend line Q1 Q2 2012 Q3 Deal Drivers EMEA Deal Drivers Q4 Q1 Q2 2013 Q3 Q4 Q1 Q2 2014 Q3 Q4 Q1 Q2 Energy, Mining &Utilities 2015 Q3 Q4 Q1 Q2 2016 Q3 Q4 Q1 2017 Q2 Industry sector is based onthe dominant industry of the target. withdrawn, where the dominant location of the target is inEurope. Based onannounced deals, excluding those that lapsed orwere Count Deal Quarterly M&Aactivity Number of deals Deal Count Deal 100 140 120 60 40 80 20 0 Q1 Q2 2011 Q3 Q4 Moving average trend line Q1 Q2 2012 Q3 Q4 Q1 Q2 2013 Q3 Q4 Q1 Q2 2014 Q3 Q4 Q1 Q2 2015 Q3 Q4 Q1 Q2 2016 Q3 Q4 Q1 2017 Q2 33 Mergermarket Deal Drivers EMEA Energy, Mining & Utilities 34

League tables

Financial advisors by value Financial advisors by deal count

H1 2017 H1 2016 Company Name Value Number H1 2017 H1 2016 Company Name Value Number (m) EUR of Deals (m) EUR of Deals

1 8 Lazard 20,175 11 1 36 JPMorgan 16,222 12

2 44 JPMorgan 16,222 12 2 4 Lazard 20,175 11

3 9 Citi 14,698 7 3 8 Morgan Stanley 9,380 11

4 5 Bank of America Merrill Lynch 12,309 6 4 2 Rothschild 2,319 8

5 25 Scotiabank 11,600 5 5 6 Citi 14,698 7

6 1 Goldman Sachs & Co 9,495 7 6 9 Goldman Sachs & Co 9,495 7

7 3 Morgan Stanley 9,380 11 7 40 Danske Bank Corporate Finance 2,156 7

8 11 Deutsche Bank 8,386 4 8 10 Bank of America Merrill Lynch 12,309 6

9 31 BNP Paribas 6,567 5 9 38 BMO Capital Markets 3,866 6

10 - Zaoui & Co 4,700 1 10 5 EY 196 6

The financial adviser league tables by value and count have been run from 01/01/2017 to the 30/06/2017, excluding lapsed and withdrawn deals. The tables are pan-European and are based on the following sectors: Energy, Mining and Utilities. Legal advisors by value Legal advisors by deal count

H1 2017 H1 2016 Company Name Value Number H1 2017 H1 2016 Company Name Value Number (m) EUR of Deals (m) EUR of Deals

1 44 Allen & Overy 14,209 13 1 1 Linklaters 9,322 15

2 123 Bredin Prat 11,639 2 2 3 Clifford Chance 7,069 15

3 5 White & Case 10,926 10 3 5 Orrick Herrington & Sutcliffe 62 15

4 81 McCarthy Tetrault 10,420 2 4 15 Allen & Overy 14,209 13

5 2 Linklaters 9,322 15 5 6 White & Case 10,926 10

6 28 BA-HR 7,714 6 6 4 CMS 2,292 10

7 3 Clifford Chance 7,069 15 7 8 Watson, Farley & Williams 1,406 9

8 7 Darrois Villey Maillot Brochier 6,939 1 8 9 DLA Piper 1,335 9

9 - Michelet & Co 5,567 2 9 2 Norton Rose Fulbright 1,658 8

10 17 Freshfields Bruckhaus Deringer 5,240 4 10 7 Herbert Smith Freehills 3,040 7

The legal adviser league tables by value and count have been run from 01/01/2017 to the 30/06/2017 and include lapsed and withdrawn deals. The tables are pan-European and are based on the following sectors: Energy, Mining and Utilities. Mergermarket.com Mergermarket Deal Drivers EMEA Consumer 35

Part of the Acuris Report on Global M&A Activity

Consumer

Mergermarket.com Mergermarket Deal Drivers EMEA Consumer 36

Consumer Overview

Further information While uncertain political and economic American Tobacco agreed to buy the majority firm Weetabix by China-based Bright Food Get in touch fundamentals persist, it would seem to stake in Reynolds American that it did not Group to Post Holdings. The pipeline of food have had little effect on M&A activity in already own for €56.8bn. Meantime, consumer deals for H2, however, looks promising, with the the European consumer space. goods group Reckitt Benckiser paid €16.8bn disposal of Unilever’s spreads unit kicking off Virginia Garcia Martinez to buy baby formula maker Mead Johnson in September with a €6.8bn price tag placed The first half of the year registered €81.8bn & Co, in a bid to extend its presence across upon it. Private equity firms including Advent, worth of deals, a significant jump from the North America. Apollo, Bain, Blackstone, CD&R, CVC and KKR €22.2bn recorded in H2 2016 and even more so are all circling the asset. versus the €19.7bn in H1 2016. The first quarter Despite the political and economic upheaval of this year was particularly strong, with €51.8bn caused by Brexit and the fact that UK While the numbers already read favourably, worth of deals taking place. Reflecting the influx consumer spending continues to weaken while had Kraft-Heinz’s €145bn takeover approach of megadeals targeting the sector, deal count inflation keeps mounting, M&A in the country of Unilever materialised, it would have been took a dip over the first six months of 2017, falling is booming. n fact, UK and Ireland registered among the largest in history and shaped the to 410 compared to 517 deals in H1 2016. the highest deal share by deal count in the year’s numbers and narrative very differently. consumer sector in H1, accounting for 19% of The return of mega-deals, something that Some believe Unilever itself could also be in all activity. few would have predicted towards the end of Kraft-Heinz’s sights again once the six-month 2016, has been instrumental in boosting this A weaker pound has led foreign companies waiting period from the first approach has year’s M&A value. There were four deals valued and financial investors alike to take advantage passed. A higher bid could reach a colossal at more than €5bn announced in the first of cheaper pickings as they look to expand €175.3bn price tag. half of the year, whereas there were no deals their reach into new markets and product within this price bracket announced during categories. Chinese buyers have been H1 2016. The largest European consumer particularly active. UK baby and household deal of the period was the €24bn tie-up product manufacturer Mayborn Group was between Italian Luxottica Group and French acquired by Shanghai Jahwa United Co for Essilor International, which also marked the €211m. Branded clothes and trench coats fourth biggest transaction across all sectors group Aquascutum was taken over by Chinese in Europe during H1. The merger will create investment holding Jining Ruyi Investment Co. a global leader in the fast-growing eyewear for €111m. industry, with the perfect combination of European M&A activity in the food space saw technological expertise and retail dominance. €4.2bn worth of deals take place, an increase On the buy-side, European sector players on H2 2016’s performance, which registered have played a prominent role in H1 consumer €3.4bn. The largest food deal this year was the mega-deals outside of the continent. British €1.7bn disposal of UK-based cereal products

Mergermarket.com Mergermarket Deal Drivers EMEA Consumer 37

Top deals

Top 15 Announced Deals for Half-Year Ending 30 June 2017–European Targets Consumer Sector

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

16-Jan-17 P Essilor International SA Luxottica Group SpA 23,965

23-Feb-17 C Svenska Cellulosa Aktiebolaget SCA (Shareholders) Essity Aktiebolag (publ) Svenska Cellulosa Aktiebolaget SCA 18,283

25-Apr-17 C Bernard Arnault (Private Investor) Christian Dior SA (25.9% stake) 12,111

23-May-17 C LVMH Moet Hennessy Louis-Vuitton SE Christian Dior Couture SA Christian Dior SA 6,500

27-Jan-17 P Tesco Plc Booker Group Plc 4,175

26-Jun-17 P L1 Retail Holland & Barrett Retail Limited The Carlyle Group 2,014

18-Apr-17 C Post Holdings Inc Weetabix Limited Bright Food (Group) Co Ltd; and Baring Private Equity Asia 1,660

26-Apr-17 P HNA Group Co Ltd Dufry Group (16.79% stake) Temasek Holdings Pte Ltd; and GIC Private Limited 1,328

21-Feb-17 C CVC Capital Partners Limited Zabka Polska sp z oo Mid Europa Partners LLP 1,296

26-Jun-17 P Natura (Brasil) International BV The Body Shop International plc L’Oreal SA 1,000

28-Apr-17 P CVC Capital Partners Limited Breitling SA 800

3-May-17 P Anadolu Endustri Holding AS Migros Turk Ticaret AS (9.75% stake) Moonlight Capital SA 607

9-Jun-17 P The Carlyle Group Irca SpA (80% stake) Ardian; and Nobili family 520

31-May-17 P Selecta Management AG Pelican Rouge Group BV Angelo, Gordon & Co 499

9-Jan-17 C BRF SA; and Qatar Investment Authority Banvit Bandirma Vitaminli Yem Sanayii Aabar Investments PJSC; and Gorener and Kocman Families 446

C= Completed; P= Pending; L= Lapsed

Mergermarket.com Mergermarket Deal Drivers EMEA Consumer 38

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

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

1.3%

2.2% 2% 14.0% 10% 18.9%

23.6% 2.9%

13.7%

14.1%

1.4% 23.3% 0.5% 8.8%

6.8% 13.7%

30.8% 12%

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

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

Mergermarket.com Mergermarket.com Mergermarket Industry sector is based onthe dominant industry of the target. withdrawn, where the dominant location of the target is inEurope. Based onannounced deals, excluding those that lapsed orwere Value Quarterly M&Aactivity Value (€m) 100,000 140,000 120,000 60,000 40,000 80,000 20,000 Deal Value 0 Q1 Q2 2011 Q3 Q4 Moving average trend line Q1 Q2 2012 Q3 Deal Drivers EMEA Deal Drivers Q4 Q1 Q2 2013 Q3 Q4 Q1 Q2 2014 Q3 Q4 Q1 Q2 Consumer 2015 Q3 Q4 Q1 Q2 2016 Q3 Q4 Q1 2017 Q2 Industry sector is based onthe dominant industry of the target. withdrawn, where the dominant location of the target is inEurope. Based onannounced deals, excluding those that lapsed orwere Count Deal Quarterly M&Aactivity Number of deals Deal Count Deal 300 200 250 100 150 50 0 Q1 Q2 2011 Q3 Q4 Moving average trend line Q1 Q2 2012 Q3 Q4 Q1 Q2 2013 Q3 Q4 Q1 Q2 2014 Q3 Q4 Q1 Q2 2015 Q3 Q4 Q1 Q2 2016 Q3 Q4 Q1 2017 Q2 39 Mergermarket Deal Drivers EMEA Consumer 40

League tables

Financial advisors by value Financial advisors by deal count

H1 2017 H1 2016 Company Name Value Number H1 2017 H1 2016 Company Name Value Number (m) EUR of Deals (m) EUR of Deals

1 8 Goldman Sachs & Co 86,377 7 1 3 PwC 2,745 27

2 9 Deutsche Bank 74,723 5 2 1 KPMG 1,131 18

3 14 JPMorgan 69,346 5 3 2 Deloitte 47 16

4 4 Lazard 65,990 10 4 4 Rothschild 37,719 12

5 16 UBS Investment Bank 61,392 7 5 6 Lazard 65,990 10

6 - Centerview Partners 57,707 3 6 5 EY 328 8

7 3 Bank of America Merrill Lynch 43,775 6 7 37 Grant Thornton 70 8

8 2 Rothschild 37,719 12 8 17 Goldman Sachs & Co 86,377 7

9 15 Citi 28,140 2 9 10 UBS Investment Bank 61,392 7

10 1 Morgan Stanley 25,164 5 10 36 Houlihan Lokey 2,200 7

The financial adviser league tables by value and count have been run from 01/01/2017 to the 30/06/2017, excluding lapsed and withdrawn deals. The tables are pan-European and are based on the following sectors: Consumer–retail, food and other. Legal advisors by value Legal advisors by deal count

H1 2017 H1 2016 Company Name Value Number H1 2017 H1 2016 Company Name Value Number (m) EUR of Deals (m) EUR of Deals

1 29 Davis Polk & Wardwell 88,019 7 1 8 Baker & McKenzie 3,247 16

2 24 Cravath, Swaine & Moore 87,726 3 2 6 Linklaters 19,964 13

3 82 Jones Day 82,801 5 3 7 White & Case 4,403 13

4 8 Kirkland & Ellis 75,127 6 4 2 DLA Piper 2,743 13

5 14 Skadden Arps Slate Meagher & Flom 64,148 5 5 1 Allen & Overy 1,329 10

6 64 Weil Gotshal & Manges 60,002 7 6 9 CMS 25,301 9

7 12 Simpson Thacher & Bartlett 56,916 2 7 3 Clifford Chance 21,705 8

8 33 Herbert Smith Freehills 56,822 3 8 13 Latham & Watkins 4,123 8

9 - Moore & Van Allen 56,822 1 9 5 Eversheds Sutherland 447 8

10 4 Cleary Gottlieb Steen & Hamilton 40,976 3 10 33 Simmons & Simmons 50 8

The legal adviser league tables by value and count have been run from 01/01/2017 to the 30/06/2017 and include lapsed and withdrawn deals. The tables are pan-European and are based on the following sectors: Consumer–retail, food and other. Mergermarket.com Mergermarket Deal Drivers EMEA Telecoms, Media 41 & Technology

Part of the Acuris Report on Global M&A Activity

Telecoms, Media & Technology

Mergermarket.com Mergermarket Deal Drivers EMEA Telecoms, Media 42 & Technology

Telecoms, Media & Technology Overview

Further information TMT M&A activity started the year on a similar In the semiconductor space, an 2015 with €154bn changing hands versus Get in touch track to the last, with a lack of megadeals unprecedented wave of consolidation €127.3bn. within traditionally active sub-sectors pushing over the past two years is tapering off. The market will now be asking whether the down value. However, 2016 saw a steep rise in Starting in 2015, consolidation, driven Yining Su second half of 2017 will similarly jump. High activity during the second half of the year, and by slowing growth and the need for valuation multiples for attractive assets in dealmakers are pinning their hopes on a similar diversification, swept global semiconductor technology and business data could make upward trajectory in 2017. companies at a level never before seen. Amy-Jo Crowley buyers pause. While overall M&A value in Europe during the Total media M&A in Europe saw a 108.7% Meanwhile, in the telecoms sector, long- first half of 2017 jumped by a third versus a jump in terms of value, to 93 deals worth discussed deals such as Telefonica’s sale year ago, TMT suffered a 6% slip to register €9.6bn from 114 deals worth €4.6bn in H1 2016. of UK operator O2 and French construction €34.5bn worth of activity compared to This hike in deal value was powered by French firm Bouygues’s sale of its telco operator, €36.5bn in the same period last year. This media deals, with €4.2bn worth of announced Bouygues Telecom, could continue to be held decline was not due to fewer deals, but deals up from only €79m during the same up by macro concerns and fears of a European fewer large deals. The total number of TMT period last year–a staggering 53x increase Commission with renewed bite in matters of transactions remained almost identical with in value. This was largely due to Vivendi’s merger control. 518 in the first half of 2017, compared to 520 decision to buy Groupe Bolloré’s 59% stake just 12 months ago. in Havas in May for €3.7bn–which represented Still, TMT M&A, particularly in the UK, is seen a 11.2% premium over Havas’ share price on as resilient in spite of uncertainty coming The drop-off in activity is especially significant the pre-announcement date. Vivendi said it from Brexit and the unsettled political when considering that the level of activity in would next launch a simplified tender offer landscape. Cinema chain Vue Entertainment, H1 2016 represented a 48% fall from €70.5bn on the remaining Havas shares. CPA, Cinven’s IP technology company, and in the comparable period in 2015. semiconductor IP firm Imagination Technology Holding steady this year, business data and Much of the decline can be attributed Group are among a number of ongoing or subscription services businesses continue to two traditionally active sub-sectors– soon-to-launch UK sale processes which to catch the eye, as demand for high-quality semiconductors and telecoms carriers. could bring up M&A figures at year end. specialised audiences drives robust multiples. Semiconductor M&A deal value in Europe Credit ratings agency Moody’s €3bn takeover plummeted 77.7% to €664m from €3bn in the bid for Bureau van Dijk (BVD), a Dutch provider first half of 2016. Meanwhile, telecom carriers of financial information and private company saw a 43% drop in deal value in Europe, sliding datasets, from PE firm EQT, is a prime example. to €6.9bn from €12.1bn. Given the usual size of deals in the semiconductor and telco sectors, This time last year the market was assessing its decline had a major impact on overall a 48% fall in TMT M&A value, but after a stellar European TMT M&A. second half, the year finished 21% higher than

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

Top deals

Top 15 Announced Deals for Half-Year Ending 30 June 2017–European Targets Telecoms, Media & Technology Sector

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

29-Jun-17 P HgCapital; Cinven Partners LLP; Montagu Private Equity LLP; Visma AS Cinven Partners LLP; and Kohlberg Kravis Roberts & Co LP 4,700 Intermediate Capital Group Plc; and GIC Private Limited

7-Jun-17 P Vivendi SA Havas SA Bollore SA 3,733

15-May-17 P Moody's Corporation Bureau Van Dijk Electronic Publishing EQT Partners AB 3,000

31-May-17 C Advent International Corporation; and Bpifrance SA OT-Morpho Safran SA 2,425

12-May-17 C United Internet AG Drillisch AG (79.92% stake) 2,239

28-Feb-17 L SoftBank Group Corp Intelsat SA (Undisclosed stake) 1,691

20-Jan-17 C Consortium led by Ou Yaping Outfit7 Investments Limited 937

20-Feb-17 C Kohlberg Kravis Roberts & Co LP Telxius Telecom SA (24.8% stake) Telefonica SA 791

13-Mar-17 C Telefonica SA Telefonica Deutschland Holding AG (6% stake) Koninklijke KPN NV 745

16-May-17 C Euskaltel SA Telecable de Asturias SAU Zegona Communications PLC 686

7-Feb-17 C Priceline.com Inc Momondo Group Limited Great Hill Partners LLC 514

1-Feb-17 P Cellnex Telecom SA Bouygues Telecom SA (1,800 telecom towers) Bouygues Telecom SA 500

11-May-17 C SoftBank Group Corp; Andreessen Horowitz LLC; and Horizons Improbable Worlds Limited (Undisclosed Minority stake) 462 Ventures Limited

24-May-17 P Cellnex Telecom SA; Swiss Life Asset Management AG; and Swiss Towers AG Sunrise Communications AG 430 Deutsche Telekom Capital Partners GmbH

27-Apr-17 C Kinnevik AB Com Hem AB (18.61% stake) BC Partners Limited 390

C= Completed; P= Pending; L= Lapsed

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

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

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

4.3% 2.1% 2.6% 14.2% 7.5%

25.1%

19.1% 17.8%

16%

10.4% 9.7% 17.4%

4.2% 6.5% 25% 3.1% 1.9% 13.1%

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

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

Mergermarket.com Mergermarket.com Mergermarket Industry sector is based onthe dominant industry of the target. withdrawn, where the dominant location of the target is inEurope. Based onannounced deals, excluding those that lapsed orwere Value Quarterly M&Aactivity Value (€m) 60,000 90,000 40,000 50,000 30,000 80,000 20,000 70,000 10,000 Deal Value 0 Q1 Q2 2011 Q3 Q4 Moving average trend line Q1 Q2 2012 Q3 Deal Drivers EMEA Deal Drivers Q4 Q1 Q2 2013 Q3 Q4 Q1 Q2 2014 Q3 Q4 Q1 Q2 & Technology Telecoms, Media 2015 Q3 Q4 Q1 Q2 2016 Q3 Q4 Q1 2017 Q2 Industry sector is based onthe dominant industry of the target. withdrawn, where the dominant location of the target is inEurope. Based onannounced deals, excluding those that lapsed orwere Count Deal Quarterly M&Aactivity Number of deals Deal Count Deal 300 200 250 100 150 50 0 Q1 Q2 2011 Q3 Q4 Moving average trend line Q1 Q2 2012 Q3 Q4 Q1 Q2 2013 Q3 Q4 Q1 Q2 2014 Q3 Q4 Q1 Q2 2015 Q3 Q4 Q1 Q2 2016 Q3 Q4 Q1 2017 Q2 45 Mergermarket Deal Drivers EMEA Telecoms, Media 46 & Technology

League tables

Financial advisors by value Financial advisors by deal count

H1 2017 H1 2016 Company Name Value Number H1 2017 H1 2016 Company Name Value Number (m) EUR of Deals (m) EUR of Deals

1 2 Morgan Stanley 18,648 8 1 2 EY 916 24

2 21 Rothschild 17,156 15 2 3 Rothschild 17,156 15

3 3 Goldman Sachs & Co 16,805 8 3 5 Deloitte 2,650 13

4 4 UBS Investment Bank 15,399 4 4 16 Lazard 6,482 12

5 1 Bank of America Merrill Lynch 14,280 3 5 21 JPMorgan 10,833 11

6 - Kotak Investment Banking 11,886 2 6 46 GCA Corporation 72 11

7= - Axis Capital 11,804 1 7 1 PwC - 11

7= 8 Robey Warshaw 11,804 1 8 14 Morgan Stanley 18,648 8

9 26 JPMorgan 10,833 11 9 10 Goldman Sachs & Co 16,805 8

10 18 Lazard 6,482 12 10 4 KPMG 127 8

The financial adviser league tables by value and count have been run from 01/01/2017 to the 30/06/2017 and exclude lapsed and withdrawn deals. The tables are pan-European and are based on the following sectors: Computer – software, hardware and semiconductors; Telecoms – Hardware and Carriers; Internet/e-Commerce and Media. Legal advisors by value Legal advisors by deal count

H1 2017 H1 2016 Company Name Value Number H1 2017 H1 2016 Company Name Value Number (m) EUR of Deals (m) EUR of Deals

1= 68 AZB & Partners 11,804 2 1 1 DLA Piper 3,464 34

1= - S&R Associates 11,804 2 2 5 CMS 2,868 22

1= 420 Trilegal 11,804 2 3 10 Orrick Herrington & Sutcliffe 1,493 18

4= - Bharucha & Partners 11,804 1 4 18 Latham & Watkins 7,587 17

4= 219 Shardul Amarchand Mangaldas & Co 11,804 1 5 2 White & Case 6,646 17

4= 1 Slaughter and May 11,804 1 6 4 Jones Day 539 16

4= - Vaish Associates 11,804 1 7 34 Goodwin Procter 245 16

8 78 Skadden Arps Slate Meagher & Flom 8,581 4 8 3 Baker & McKenzie 4,005 14

9 16 Latham & Watkins 7,587 17 9 6 Allen & Overy 3,964 12

10 2 White & Case 6,646 17 10 7 Hogan Lovells International 2,446 12

The legal adviser league tables by value and count have been run from 01/01/2017 to the 30/06/2017 and include lapsed and withdrawn deals. The tables are pan-European and are based on the following sectors: Computer – software, hardware and semiconductors; Telecoms – Hardware and Carriers; Internet/e-Commerce and Media. Mergermarket.com Mergermarket Deal Drivers EMEA Transportation 47

Part of the Acuris Report on Global M&A Activity

Transportation

Mergermarket.com Mergermarket Deal Drivers EMEA Transportation 48

Transportation Overview

Further information Europe’s transportation sector has rebounded Hamburg Südamerikanische Dampfschifffahrts- OOCL, which was eventually acquired by Get in touch on the back of renewed PE spending, sector Gesellschaft KG (Hamburg Süd), was sold to China’s Cosco Shipping, the French company consolidation and an oversupply of assets. While Europe’s largest shipper, Denmark’s Maersk, could begin a new search for takeover targets the number of transactions remained steady, the for €3.7bn. in order to better compete amid continued Elaine Green value of deals was significantly higher than that industry consolidation. March’s €1.6bn merger between Norwegian seen a year ago. duo Farstad and Solstad Offshore formed Nordic activity is likely to come more into focus At €29.1bn, the value of European a combined fleet of 154 ships, making during the second half of the year with Cube transportation deals in H1 2017 has already it the biggest large vessel owner in the Infrastructure’s sale of bus, ferry and trams exceeded that seen throughout the whole supply, anchor handling and offshore vessel company Boreal. Luxembourg-based Cube of 2016 when €19.1bn changed hands, and construction market globally. It was the sector’s Infrastructure has mandated Morgan Stanley almost equalled that of 2015, which saw fourth largest deal of the year. to oversee the process. Infrastructure funds €28.8bn worth of deals take place. This total and private financial investors are expected Asian bidders continued to play a significant was achieved across 121 deals, remaining level to make up the list of potential buyers for the role in boosting the year’s figures with China’s with H1 2016 when 120 deals took place. fourth largest public transport operator in Silk Road Fund being a part of the consortium Norway. The number of megadeals targeting the that paid €1.8bn for a 11.94% stake in Italian toll sector proved that the impact of the launch road operator Atlantia’s motorway operation. The privatization of airports and ports of talks surrounding the UK’s breakaway from German insurer’s infrastructure investment will continue to be a theme in European the EU failed to dampen deal appetite. On vehicle, Allianz Capital Partners, French energy transportation M&A. In France, nascent French the contrary, it spurred M&A opportunities as giant EDF Invest, DIF Infrastructure completed President Emmanuel Macron looks set to players lined up their consolidation strategies. the consortium. kick off the privatization of airport operator Aéroports de Paris (ADP). In Serbia, the sale UK logistics facility owner and operator, Railways also enjoyed their moment in the sun of a 25-year concession to control Nikola LogiCor Europe, was sold by Blackstone to when JPMorgan Asset Management bought Tesla airport is already well underway. The sovereign wealth fund China Investment, which Beacon Rail Leasing from Pamplona Capital government expects to receive binding offers paid €12.2bn for the business. The sale was Management for €1bn in May, making it the sixth of as much as €350m by 4 September. The among one of the largest PE exits globally this largest European transportation deal in H1. sale of more Greek airports, ports and marinas year and the biggest deal in the European Further Asian inbound activity is predicted will also proceed in the autumn. transportation sector. to continue as China is expected to loosen The shipping sector has undergone a its restrictive capital controls, which could degree of consolidation after several years fuel more buying across Europe. Moreover, of overhang in excessive vessel supply. This following Compagnie Maritime d’Affrètement- was particularly apparent in March when one Compagnie Générale Maritime (CMA CGM)’s of the ‘old school’ German shipping lines, failed attempt to buy Asian shipping giant

Mergermarket.com Mergermarket Deal Drivers EMEA Transportation 49

Top deals

Top 15 Announced Deals for Half-Year Ending 30 June 2017–European Targets Transportation Sector

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

2-Jun-17 P China Investment Corporation LogiCor Europe Limited Blackstone Group LP 12,250

14-Mar-17 P A.P. Moller - Maersk A/S Hamburg Suedamerikanische Dampfschifffahrts-Gesellschaft Dr. August Oetker KG 3,700 KG

5-May-17 C Allianz Capital Partners GmbH; DIF; EDF Invest; and Silk Road Autostrade per l’Italia (11.94% stake) Atlantia SpA 1,766 Fund Co Ltd

24-Mar-17 C Solstad Offshore ASA Farstad Shipping ASA 1,559

6-Feb-17 C Farstad Shipping ASA (Senior lenders, bondholders); and Farstad Shipping ASA (98.7% stake) 1,365 F-Shiplease AS

7-Feb-17 L Trinfico Property Management UVZ-Logistic LLC UBT Uralvagonzavod CJSC 1,270

7-Apr-17 C JPMorgan Asset Management Beacon Rail Leasing Limited Pamplona Capital Management LLP 1,000

2-Apr-17 P Finint Corporate Advisors; Deutsche Asset Management (DeAM); Save SpA (59.8% stake) Morgan Stanley Infrastructure Inc; and Andrea de Vido 925 and InfraVia Capital Partners (Private investor)

29-Mar-17 P Abertis Infraestructuras SA Sanef SA (17% stake) Predica Prevoyance Dialogue du Credit Agricole SA 797

31-Mar-17 P HNA Group Co Ltd Glencore Plc (Petroleum products storage and logistics Glencore Plc 726 business) (51% stake)

23-Jan-17 C AXA SA; Predica Prevoyance Dialogue du Credit Agricole SA; and Sanef SA (15% stake) Caisse des Depots et Consignations 700 Abertis Infraestructuras SA

24-Mar-17 C Solstad Offshore ASA Deep Sea Supply Plc 590

23-May-17 C UBS International Infrastructure Fund II Autovia del Camino SA Deutsche Asset & Wealth Management RREEF Real Estate 450

1-Mar-17 C Abertis Infraestructuras SA Sanef SA (9.65% stake) AXA SA 450

14-Mar-17 C Golden Ocean Group Limited Quintana Shipping Ltd 340

C= Completed; P= Pending; L= Lapsed

Mergermarket.com Mergermarket Deal Drivers EMEA Transportation 50

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

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

1.3% 2.9% 6.6% 13.2% 12.1% 9.1%

0.1%

2.8% 14%

46.2% 15.7% 10%

8.7% 15% 7.4%

9.1% 15.9% 9.9%

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

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

Mergermarket.com Mergermarket.com Mergermarket Industry sector is based onthe dominant industry of the target. withdrawn, where the dominant location of the target is inEurope. Based onannounced deals, excluding those that lapsed orwere Value Quarterly M&Aactivity Value (€m) 10,000 14,000 12,000 16,000 18,000 4,000 2,000 8,000 6,000 Deal Value 0 Q1 Q2 2011 Q3 Q4 Moving average trend line Q1 Q2 2012 Q3 Deal Drivers EMEA Deal Drivers Q4 Q1 Q2 2013 Q3 Q4 Q1 Q2 2014 Q3 Q4 Q1 Q2 Transportation 2015 Q3 Q4 Q1 Q2 2016 Q3 Q4 Q1 2017 Q2 Industry sector is based onthe dominant industry of the target. withdrawn, where the dominant location of the target is inEurope. Based onannounced deals, excluding those that lapsed orwere Count Deal Quarterly M&Aactivity Number of deals Deal Count Deal 60 40 50 30 80 20 70 10 0 Q1 Q2 2011 Q3 Q4 Moving average trend line Q1 Q2 2012 Q3 Q4 Q1 Q2 2013 Q3 Q4 Q1 Q2 2014 Q3 Q4 Q1 Q2 2015 Q3 Q4 Q1 Q2 2016 Q3 Q4 Q1 2017 Q2 51 Mergermarket Deal Drivers EMEA Transportation 52

League tables

Financial advisors by value Financial advisors by deal count

H1 2017 H1 2016 Company Name Value Number H1 2017 H1 2016 Company Name Value Number (m) EUR of Deals (m) EUR of Deals

1 15 Morgan Stanley 15,264 5 1 7 PwC 245 6

2 2 Citi 14,226 5 2 24 Morgan Stanley 15,264 5

3 6 Goldman Sachs & Co 13,857 3 3 18 Citi 14,226 5

4 23 PJT Partners 13,230 2 4 - DNB Markets 3,306 4

5 3 Bank of America Merrill Lynch 12,575 2 5 - JPMorgan 2,174 4

6 9 UBS Investment Bank 12,250 2 6 - Santander Global Corporate Banking 639 4

7 - Wells Fargo Securities 12,250 1 7 20 Goldman Sachs & Co 13,857 3

8 49 Deutsche Bank 4,008 2 8 - Arctic Securities 2,155 3

9 - DNB Markets 3,306 4 9 1 Rothschild 1,636 3

10 - ABG Sundal Collier Holding 2,924 2 10 - Mediobanca 856 3

The financial adviser league tables by value and count have been run from 01/01/2017 to the 30/06/2017, excluding lapsed and withdrawn deals. The tables are pan-European and cover the Transportation sector. Legal advisors by value Legal advisors by deal count

H1 2017 H1 2016 Company Name Value Number H1 2017 H1 2016 Company Name Value Number (m) EUR of Deals (m) EUR of Deals

1 2 Clifford Chance 17,009 8 1 2 Clifford Chance 17,009 8

2 46 Deloitte Legal 12,700 3 2 - BA-HR 3,896 8

3= 40 Loyens & Loeff 12,250 1 3 - BonelliErede 2,888 5

3= - Simpson Thacher & Bartlett 12,250 1 4 - Darrois Villey Maillot Brochier 2,214 5

5 1 Freshfields Bruckhaus Deringer 5,166 4 5 7 Baker & McKenzie 215 5

6 - BA-HR 3,896 8 6 4 CMS 60 5

7 37 Hengeler Mueller 3,700 1 7 1 Freshfields Bruckhaus Deringer 5,166 4

8 52 Wikborg Rein & Co 3,514 3 8 3 Linklaters 726 4

9 - BonelliErede 2,888 5 9 40 Cuatrecasas 487 4

10 - Darrois Villey Maillot Brochier 2,214 5 10 5 DLA Piper 47 4

The legal adviser league tables by value and count have been run from 01/01/2017 to the 30/06/2017 and include lapsed and withdrawn deals. The tables are pan-European and cover the Transportation sector. Mergermarket.com Mergermarket Deal Drivers EMEA Pharma, Medical & Biotech 53

Part of the Acuris Report on Global M&A Activity

Pharma, Medical & Biotech

Mergermarket.com Mergermarket Deal Drivers EMEA Pharma, Medical & Biotech 54

Pharma, Medical & Biotech Overview

Further information The pharma, medical and biotech (PMB) sector earlier-stage pipeline–which is expected to of deal value, while the highest number of Get in touch kicked off the year with a healthy increase in be spun off as Idorsia, would continue to be transactions took place in the UK with 21.8%, deal value compared to previous quarters, financed under the control of a powerhouse tailed by DACH at 20.5%. registering the largest half-year figure since H1 such as J&J. Mintoi Chessa-Florea Recently, there has been a trend for multibillion 2014. A total of €47.3bn worth of deals were Deal value for the PMB sector in Europe dollar bidders from the US or Asia looking to transacted across 229 deals, up a healthy accounted for a healthy 10.5% share of total snatch a European target that would facilitate 138.1% from the €19.9bn-worth of deals deal value across all sectors, just tailing behind a global footprint in specific therapeutic areas. announced in the H2 2016. the industrials & chemicals, consumer and However, sentiment is now leaning towards Johnson & Johnson’s (J&J) €27.6bn energy, mining & utilities sectors. Deal count inbound European M&A focusing away from takeover of Switzerland-based Actelion was compared to other sectors, on the other hand, drug development pipelines, looking instead at instrumental in securing the step up in value was only 7.1%, suggesting the continued trend young companies with software technologies compared to the last two years, marking the of limited supply and increasing demand seen and diagnostic tools that align across the third largest deal across all sectors this year. in recent years continues to tilt value figures spectrum of the drug development process. Further significant transactions included upwards. Such technological advances include high- Thermo Fisher Scientific’s €6.5bn takeover of Largely due to a shrinking list of available volume sales products such as blood-glucose Patheon, and the takeover of German generic targets in Western Europe, appetite for measuring tools for patients, or software that drugmaker Stada whose management has inbound M&A in the European PMB sector facilitates back office work in pharmaceutical now recommended shareholders accept the has somewhat reduced. A fall in the number development segments, including clinical trial renewed offer from Bain and Cinven following a of pharma deals compared to previous years management and patient compliance. failed €5.2bn attempt. demonstrates that higher prices are being paid Pharma companies often sit among the for the few robust targets left in Europe. largest deals of the year, with 2017 so far The surge in deal value counteracted by a following this trend. J&J is a heavyweight decrease in deal count suggests that the player in a number of therapeutic areas, but balance of power might just tip the other way also generates substantial income from its in coming quarters. Inbound bidders will look consumer healthcare division, a factor that to acquire smaller, specialised targets that can enables it to make pricey acquisitions as it did bring a variety of technologies that enable with Actelion’s near €30bn price tag. larger companies to remain competitive from By validating its R&D efforts through a number an operational standpoint rather than from a of drug approvals and commercialisations in drug development one. Europe and the US, Actelion not only pushed Unsurprisingly, the DACH region was the its price tag up, but also ensured that its most valuable in Europe taking a 68.3% share

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

Top deals

Top 15 Announced Deals for Half-Year Ending 30 June 2017–European Targets Pharma, Medical & Biotech Sector

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

26-Jan-17 C Johnson & Johnson Actelion Pharmaceuticals Ltd 27,591

15-May-17 P Thermo Fisher Scientific Inc Patheon NV Royal DSM NV; and JLL Partners 6,481

10-Apr-17 L Cinven-Bain consortium STADA Arzneimittel AG 5,183

22-Jan-17 C Partners Group Holding AG; and Public Sector Pension Cerba HealthCare SAS PAI Partners SAS 1,800 Investment Board

7-Apr-17 P Creat Group Corporation Biotest AG Ogel GmbH 1,203

19-Jun-17 P PerkinElmer Inc EUROIMMUN Medical Laboratory Diagnostics AG 1,200

28-Mar-17 P Novo A/S ConvaTec Group PLC (19.95% stake) Nordic Capital; and Avista Capital Partners LP 1,170

5-Apr-17 C Actelion Pharmaceuticals Ltd (Shareholders) Idorsia Ltd Actelion Pharmaceuticals Ltd 1,003

27-Apr-17 C IK Investment Partners Limited; and Teycheney Family Colisee Patrimoine Group SAS Eurazeo PME 650

3-Apr-17 C Astellas Pharma Inc Ogeda SA BNP Paribas Private Equity; Capricorn Venture Partners; 500 Societe Regionale d'Investissement de Wallonie SA; Vesalius Biocapital Partners Sarl; and Fund+

30-Mar-17 C Boston Scientific Corporation Symetis SA 405

22-May-17 C BC Partners Limited DentalPro (85% stake) Summit Partners LLP; and VAM Investments Group spa 400

9-Feb-17 C Unilabs SA Alpha medical s r o Mid Europa Partners LLP 370

11-May-17 C PAI Partners SAS The Elitech Group IDIA Capital Investissement; BNP Paribas Private Equity; 350 Synergie Finance SA; Ergon Capital Partners SA; and Naxicap Partners

6-Mar-17 C CVC Capital Partners Limited Vitalia Plus SA (80% stake) Portobello Capital Gestion SGECR SA 258

C= Completed; P= Pending; L= Lapsed

Mergermarket.com Mergermarket Deal Drivers EMEA Pharma, Medical & Biotech 56

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

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

1.9% 0.2% 0.8% 4% 7.9% 0.9%

15.2% 21.8%

15.3%

1.8% 1.7%

6.1%

8.7%

20.5%

8.3% 68.3%

7.4% 9.2%

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

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

Mergermarket.com Mergermarket.com Mergermarket Industry sector is based onthe dominant industry of the target. withdrawn, where the dominant location of the target is inEurope. Based onannounced deals, excluding those that lapsed orwere Value Quarterly M&Aactivity Value (€m) 60,000 40,000 50,000 30,000 20,000 10,000 Deal Value 0 Q1 Q2 2011 Q3 Q4 Moving average trend line Q1 Q2 2012 Q3 Deal Drivers EMEA Deal Drivers EMEA Q4 Q1 Q2 2013 Q3 Q4 Q1 Q2 2014 Q3 Q4 Q1 Q2 Pharma, Medical &Biotech 2015 Q3 Q4 Q1 Q2 2016 Q3 Q4 Q1 2017 Q2 Industry sector is based onthe dominant industry of the target. withdrawn, where the dominant location of the target is inEurope. Based onannounced deals, excluding those that lapsed orwere Count Deal Quarterly M&Aactivity Number of deals Deal Count Deal 100 140 120 60 40 80 20 0 Q1 Q2 2011 Q3 Q4 Moving average trend line Q1 Q2 2012 Q3 Q4 Q1 Q2 2013 Q3 Q4 Q1 Q2 2014 Q3 Q4 Q1 Q2 2015 Q3 Q4 Q1 Q2 2016 Q3 Q4 Q1 2017 Q2 57 Mergermarket Deal Drivers EMEA Pharma, Medical & Biotech 58

League tables

Financial advisors by value Financial advisors by deal count

H1 2017 H1 2016 Company Name Value Number H1 2017 H1 2016 Company Name Value Number (m) EUR of Deals (m) EUR of Deals

1 24 Credit Suisse 36,065 10 1 4 Rothschild 1,391 13

2 9 Bank of America Merrill Lynch 31,511 5 2 8 JPMorgan 9,778 11

3 8 Lazard 28,832 6 3 58 Credit Suisse 36,065 10

4 25 ALANTRA 28,461 4 4 2 PwC 848 10

5 2 Citi 27,591 2 5 3 KPMG 247 9

6 4 Goldman Sachs & Co 13,024 7 6 1 EY 559 8

7 6 Morgan Stanley 10,895 3 7 27 Goldman Sachs & Co 13,024 7

8 14 JPMorgan 9,778 11 8 6 Lazard 28,832 6

9 115 Moelis & Company 6,529 2 9 29 Bank of America Merrill Lynch 31,511 5

10 22 Perella Weinberg Partners 4,408 1 10 7 Jefferies 1,304 5

The financial adviser league tables by value and count have been run from 01/01/2017 to the 30/06/2017, excluding lapsed and withdrawn deals. The tables are pan-European and are based on the following sectors: Biotechnology; Medical; and Pharmaceuticals. Legal advisors by value Legal advisors by deal count

H1 2017 H1 2016 Company Name Value Number H1 2017 H1 2016 Company Name Value Number (m) EUR of Deals (m) EUR of Deals

1 1 Freshfields Bruckhaus Deringer 38,582 9 1 7 CMS 604 13

2 3 Cravath, Swaine & Moore 38,533 3 2 25 Latham & Watkins 5,916 11

3 - Wachtell, Lipton, Rosen & Katz 34,072 2 3 1 DLA Piper 741 10

4 - Niederer Kraft & Frey 29,233 4 4 9 Freshfields Bruckhaus Deringer 38,582 9

5 49 Gibson Dunn & Crutcher 27,657 3 5 17 Kirkland & Ellis 12,121 8

6 37 Homburger 27,591 2 6 37 Goodwin Procter 7,600 8

7= - Sexton Riley 27,591 1 7 5 Weil Gotshal & Manges 4,688 7

7= 9 Slaughter and May 27,591 1 8 19 Jones Day 1,732 7

9 23 Skadden Arps Slate Meagher & Flom 12,383 4 9 11 Hengeler Mueller 236 7

10 4 Kirkland & Ellis 12,121 8 10 4 Clifford Chance 6,556 6

The legal adviser league tables by value and count have been run from 01/01/2017 to the 30/06/2017 and include lapsed and withdrawn deals. The tables are pan-European and are based on the following sectors: Biotechnology; Medical; and Pharmaceuticals. Mergermarket.com Mergermarket Deal Drivers EMEA Construction 59

Part of the Acuris Report on Global M&A Activity

Construction

Mergermarket.com Mergermarket Deal Drivers EMEA Construction 60

Construction Overview

Further information The European construction sector recorded may herald better things to come. Outbound In terms of deal count, the UK & Ireland was Get in touch its strongest first half M&A performance by and inbound deals were largely concentrated just behind the Nordic countries, racking up value since the same period in 2014 with the in-country or confined to cross-border within a 21% market share. Doubtless, sterling total hitting €32.9bn. The result was heavily the EU, rather than cross-continent, a trend weakness encouraged foreign buyers. Nick Cheek skewed by the €30.3bn mega-deal involving prevalent in previous years. Sentiment has ENGIE of France bought the urban the planned takeover of Abertis, the Spanish been lifted by positive economic indicators regeneration arm of British company Keepmoat toll roads operator by Italian rival Atlantia. flashing on a continent where valuations for €385m. The subsidiary has long-term remain relatively weak. No surprise, then, that The Iberian deal should come as no surprise: relationships with more than 170 local councils PE has been active with three of the top 10 the Spanish market is showing signs of life after in the UK and many of the largest housing construction deals in the first half linked to years on life support. And the move is in line with associations. venture capitalists. some industry forecasts that flagged a build- London-listed John Laing is selling its 30% up of acquisitions of infrastructure operating As in the first six months of 2016, Nordic stake in Gdansk Transport Company SA (owner companies, as firms look to secure steady consolidation put the region in top place and operator of the A1 motorway project in income streams via the acquisition of assets by deal count with 25.5% of the European Poland) to NDI Autostrada for €137m. The such as airports, toll roads and parking operators. total. The merger of YIT Corporation and latter exercised pre-emption rights following The combination of Atlantia and Abertis would Lemminkainen in a deal worth €771m was an earlier announcement in November 2016 create the largest operator of toll roads in the the second largest deal in the first half. that Laing planned to sell the holding to FS world with more than 14,000 kilometres of Scandinavian construction firms have Amber Holdings BV. highways in Europe and South America. restructured and boosted efficiency since the crash and have been prominent in looking at Private equity activity saw Edmond de Still, sector activity count was down in the first expansion opportunities. Significantly, at the Rothschild Investment Partners sell S.A.S. half–157 transactions against 192 at the same time of the merger announcement in June, European Homes to a PE consortium that time last year. YIT said both firms were well positioned to included Societe General Capital Partners, If Atlantia/Albertis are excluded from the data, benefit from “improving market sentiment”, IDInvest and Lyon-based Groupe Siparex. activity was weak against the stronger M&A and their tie-up would create a wider portfolio Naturally, signs of a eurozone recovery are performance in 2015 and early 2016. The first in areas such as housing, business premises welcomed by executives, but the market quarter of 2017 was well down on the same and infrastructure. Lemminkainen and YIT remains fragile–look no further than the UK period a year ago. Apart from the Iberian deal, have interests in Finland, as well as Russia and where construction output fell 0.9% in the first no other transaction in the first half exceeded Eastern Europe. half. That said, there is cautious optimism that €1bn compared with three during the first six Unsurprisingly, the proposed tie-up between Europe as a whole is on the turn. months of 2016.0 Atlantia and Albertis meant Iberia accounted However, themes from the first half were for 92.5% of H1 construction deal value, but encouraging from a European perspective and the Nordics were the next most active at 2.7%.

Mergermarket.com Mergermarket Deal Drivers EMEA Construction 61

Top deals

Top 15 Announced Deals for Half-Year Ending 30 June 2017–European Targets Construction Sector

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

15-May-17 P Atlantia SpA Abertis Infraestructuras SA 30,295

19-Jun-17 P YIT Corporation Lemminkainen Oyj 771

02-Mar-17 C ENGIE SA Keepmoat Limited (Regeneration division) Keepmoat Limited 385

12-Apr-17 C LBO France HMY Group Sagard Private Equity Partners 300

11-Jan-17 C NDI Autostrada Sp z oo Gdansk Transport Company SA (29.69% stake) John Laing Group plc 137

09-Jan-17 C Riviera OOO Moscow City Center for Real Estate Sales Mosinzhproyekt GUP 118

16-Jun-17 C Buzzi Unicem SpA Cementi Zillo SpA Alvise Gino Zillo (Private Investor) 116

20-Apr-17 C Groupe Siparex; IDInvest Partners; Capzanine; Alliance S.A.S. European Homes Edmond de Rothschild Investment Partners SAS 110 Entreprendre SAS; and Societe Generale Capital Partenaires SAS

03-Mar-17 C Bain Capital LLC MKM Building Supplies Limited (45% stake) LDC (Managers) Limited; and 3i Group Plc 105

30-May-17 P Etex Group SA Pladur Gypsum SA (35% stake) Coemac Building Materials SL 67

06-Mar-17 C PORR Deutschland GmbH Heijmans Oevermann GmbH Heijmans NV 60

19-Jun-17 C Mestergruppen AS Saltdalsbygg AS Per Aronsen (Private Investor); and Ole Monsen (Private 48 Investor)

08-Feb-17 C Besix Group SA Van den Berg; Heijmans Bouw NV; and Heijmans Infra NV Heijmans NV 40

20-Jan-17 P Jozef Wojciechowski (Private Investor) J.W. Construction Holding SA (34.04% stake) 36

26-Jun-17 C Michelmersh Brick Holdings Plc Carlton Main Brickworks Limited Stephenson family 35

C= Completed; P= Pending; L= Lapsed

Mergermarket.com Mergermarket Deal Drivers EMEA Construction 62

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

Based on announced deals, excluding those that lapsed Based on announced deals, excluding those that lapsed or were withdrawn. Geographic region is determined with or were withdrawn. Geographic region is determined with reference to the dominant location of the target. 1.6% reference to the dominant location of the target. 0.2% 1.3% 1.1% 0.2% 0.4% 2.7% 2.5% 11.5% 21%

25.5% 12.1%

13.4% 6.4% 92.5% 5.1% 2.5%

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

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

Mergermarket.com Mergermarket.com Mergermarket Industry sector is based onthe dominant industry of the target. withdrawn, where the dominant location of the target is inEurope. Based onannounced deals, excluding those that lapsed orwere Value Quarterly M&Aactivity Value (€m) 30,000 20,000 35,000 25,000 10,000 15,000 5,000 Deal Value 0 Q1 Q2 2011 Q3 Q4 Moving average trend line Q1 Q2 2012 Q3 Deal Drivers EMEA Deal Drivers EMEA Q4 Q1 Q2 2013 Q3 Q4 Q1 Q2 2014 Q3 Q4 Q1 Q2 Construction 2015 Q3 Q4 Q1 Q2 2016 Q3 Q4 Q1 2017 Q2 Industry sector is based onthe dominant industry of the target. withdrawn, where the dominant location of the target is inEurope. Based onannounced deals, excluding those that lapsed orwere Count Deal Quarterly M&Aactivity Number of deals Deal Count Deal 100 60 90 40 50 30 80 20 70 10 0 Q1 Q2 2011 Q3 Q4 Moving average trend line Q1 Q2 2012 Q3 Q4 Q1 Q2 2013 Q3 Q4 Q1 Q2 2014 Q3 Q4 Q1 Q2 2015 Q3 Q4 Q1 Q2 2016 Q3 Q4 Q1 2017 Q2 63 Mergermarket Deal Drivers EMEA Construction 64

League tables

Financial advisors by value Financial advisors by deal count

H1 2017 H1 2016 Company Name Value Number H1 2017 H1 2016 Company Name Value Number (m) EUR of Deals (m) EUR of Deals

1 - Goldman Sachs & Co 31,261 2 1 7 Livingstone Partners 67 6

2 12 Citi 30,436 2 2 9 Rothschild 1,106 4

3 1 Credit Suisse 30,295 2 3 3 PwC 105 4

4= - AZ Capital 30,295 1 4 70 EY 8 4

4= 7 Mediobanca 30,295 1 5 13 Global M&A Partners - 4

6 - Deutsche Bank 6,741 1 6 25 Lazard 340 3

7 8 Rothschild 1,106 4 7 1 KPMG 27 3

8= - Nordea 771 1 8 2 Deloitte - 3

8= - Summa Capital 771 1 9 - Goldman Sachs & Co 31,261 2

10 - Haiji Securities Co 452 1 10 28 Citi 30,436 2

The financial adviser league tables by value and count have been run from 01/01/2017 to the 30/06/2017, excluding lapsed and withdrawn deals. The tables are pan-European and are based on the following sector: Construction. Legal advisors by value Legal advisors by deal count

H1 2017 H1 2016 Company Name Value Number H1 2017 H1 2016 Company Name Value Number (m) EUR of Deals (m) EUR of Deals

1 17 DLA Piper 30,595 8 1 4 DLA Piper 30,595 6

2 - Legance Avvocati Associati 30,295 2 2 6 CMS 137 4

3= 7 Cleary Gottlieb Steen & Hamilton 30,295 1 3 26 White & Case 110 4

3= - Davis Polk & Wardwell 30,295 1 4 37 Schjodt 65 4

3= 123 Gianni, Origoni, Grippo, Cappelli & Partners 30,295 1 5 - Hannes Snellman 771 4

3= 60 Uria Menendez 30,295 1 6 85 Aabo-Evensen & Co 24 3

7 5 BonelliErede 9,164 1 7 - Legance Avvocati Associati 30,295 3

8= - Latham & Watkins 966 1 8 5 Allen & Overy 425 3

8= 169 Simpson Thacher & Bartlett 966 1 9= 139 Kirkland & Ellis 385 2

10 - Hannes Snellman 771 3 9= - Stephenson Harwood 385 2

The legal adviser league tables by value and count have been run from 01/01/2017 to the 30/06/2017 and include lapsed and withdrawn deals. The tables are pan-European and cover on the following sector: Construction. Mergermarket.com Mergermarket Deal Drivers EMEA The Middle East 65 & North Africa

Part of the Acuris Report on Global M&A Activity

The Middle East & North Africa MENA

Mergermarket.com Mergermarket Deal Drivers EMEA The Middle East 66 & North Africa

The Middle East & North Africa Overview

Further information Hopes of improving economic conditions and instead picked up a 51% stake in Dubai- The same reasons, which have caused a dip Get in touch higher oil prices in MENA (Middle East and North based online fashion retailer Namshi from in M&A activity in the first half, could boost Africa, excl. Israel) have remained unfulfilled, Global Fashion Group, a portfolio company of deal flow in the second half as companies are causing M&A activity to slow down and investors Germany’s Rocket Internet Group, for €135m. forced to reduce costs, increase revenues Ruth McKee AlGhamdi to wait for more visibility in the first half of 2017. and efficiency from greater market shares. The industrials & chemicals sector was the Deals in the financial services, healthcare, Economic growth in the Middle East & North region’s most targeted sector by value, education, technology, and consumer sectors Africa region including GCC, Afghanistan and accounting for 44.8% of total M&A activity are anticipated to increase and dealmakers Pakistan is projected to slow considerably in in H1 2017 with five deals worth a combined are reporting a healthy pipeline of transactions 2017, reflecting primarily a slowdown in activity €3.6bn. US-based Tronox’s €2.1bn takeover coming from the UAE and Saudi Arabia. among oil exporters, before recovering in 2018, of Saudi’s National Titanium Dioxide Company according to the World Economic Outlook was the largest deal to be conducted in the In a bid to encourage investment from regional (WEO) update of the International Monetary region while SABIC’s 50% acquisition of Saudi and international brands and create jobs, Saudi Fund (IMF). Arabia Petrochemical from Royal Dutch Shell Arabia approved total foreign ownership of for €769m also registered highly. companies in the trading sector in June last Deal count and values were down significantly year. This decision, in line with the country’s in the first half of the year compared to last The financial services sector recorded nine Vision 2030, has allowed investors to buy out year. A total of 46 deals were struck in H1 2017 transactions and was the second most their joint venture (JV) partners and is also worth a combined €8bn. This compares to 68 targeted sector by value with deals worth encouraging international investors into the deals valued at €11.6bn conducted during the a collective €2.6bn, including the second Kingdom who were not previously keen to work equivalent period last year. largest deal in the region to date–the €1bn with a local JV partner. acquisition of a 19.83% stake in Arab Bank While not traditionally a sector that has Group (Jordan) from Saudi Oger, by a group Despite the slight recovery in oil prices, gained much traction across the region, of investors led by Sabih El-Masry. governments have been considering part investors are slowly edging towards greater privatizations of state-owned companies to levels of technology M&A as and when strong The insurance sub-sector is ripe for raise capital to fill budget deficits. The hotly businesses can be found domestically. consolidation with an abundance of players anticipated Saudi Aramco IPO and Abu Dhabi operating in the region, particularly insurance Technological disruption has spurred M&A National Oil Company (ADNOC)’s plans to brokers. Many players are family-owned and across a number of sectors with deals such list part of its services business are likely to some are being targeted by international as Amazon’s €602m takeover of UAE-based dominate the headlines in the coming months. players to secure a foothold in the market. This Souq.com playing a significant part in the was highlighted in the largest insurance sector combined €737m that changed hands across deal which saw Bupa Investments Limited five deals in the TMT sector. Elsewhere, after increase its stake in Bupa Arabia by 8% to missing out on buying Souq.com, Dubai’s 34.25% in a deal worth €225m. brick-and-mortar retailer, Emaar Malls Group,

Mergermarket.com Mergermarket Deal Drivers EMEA The Middle East 67 & North Africa

Top deals

Top 15 Announced Deals for Half-Year Ending 30 June 2017–Middle East & North Africa All Sectors (Based On Target, Excludes Israel)

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

21-Feb-17 P Tronox Limited The National Titanium Dioxide Company Ltd (Titanium Industrials & Chemicals The National Titanium Dioxide Company Ltd 2,096 dioxide business)

08-Feb-17 C Group of Jordanian and Arab investors led by Sabih Arab Bank Group (19.83% stake) Financial Services Saudi Oger Limited 1,049 El-Masry

22-Jan-17 P Saudi Basic Industries Corporation Saudi Arabia Petrochemical Co (50% stake) Industrials & Chemicals Royal Dutch Shell Plc 769

19-Jun-17 P ENGIE SA Tabreed (40% Stake) Industrials & Chemicals Mubadala Development Company PJSC 693

22-Mar-17 P Amazon.com Inc Souq.com TMT Baillie Gifford; International Finance Corporation; 602 Standard Chartered Private Equity Limited; Tiger Global Management LLC; and Naspers Limited

12-Jun-17 C Ala Al Khawaja (Private Investor) Bankmed sal (42.24% stake) Financial Services Ayman Hariri (Private Investor) 477

29-Jun-17 P Khaleefa Bin Butti (Private Investor); and H.E. Saeed NMC Health Plc (4.89% stake) Pharma, Medical & Biotech Dr B.R. Shetty (Private Investor) 264 Bin Butti (Private Investor)

26-Apr-17 P Al Qudra Holding PJSC Al Rayan Investment Company Financial Services 250

11-May-17 C Bupa Investments Limited Bupa Arabia for Cooperative Insurance Company Financial Services Nazer Group Ltd 225 (8% stake)

01-May-17 P Shelf Drilling Holdings Ltd Shelf Drilling Tenacious; Seadrill Ltd (West Mischief); Energy, Mining & Utilities Seadrill Ltd 206 and Shelf Drilling Resourceful

09-May-17 C Mitsui & Co Ltd Pangea (Emirates) Limited Financial Services Vale SA 202

31-Mar-17 C M1 Group Ltd Areeba sal Financial Services Bank Audi Group 173

01-Jan-17 C ASMA Capital Partners BSC(c) Utico FZC (Undisclosed Minority stake) Energy, Mining & Utilities 140

24-May-17 P Emaar Malls Group PJSC Namshi (51% stake) TMT Global Fashion Group SA 135

04-Jan-17 C Bank al Etihad; and Etihad Islamic Investment Jordan Dubai Islamic Bank (52% stake) Financial Services MESC Investments PSC 134 Company

C= Completed; P= Pending; L= Lapsed

Mergermarket.com Mergermarket.com Mergermarket based onthe dominant industry of the target. in Middle East (excl. Israel) Africa. orNorth Industry sector is were withdrawn, where the dominant location of the target is Based onannounced deals, excluding those that lapsed or Value Mix of deals by industry sector Value (€bn) 0.0 4.0 0.5 2.0 3.0 2.5 3.5 1.0 1.5 3.6 Industrials & Chemicals € 2.6 Financial Services € 0.1 Business Services € 0.05 Deal Drivers EMEA Consumer € 0.5 Energy, Mining & Utilities € 0.7 TMT € € Leisure 0 0.1 Transportation € 0.3 Pharma, Medical & Biotech € & North Africa& North The MiddleEast 0.1 Construction € € Real Estate 0 € Defence 0 0.01 Agriculture € based onthe dominant industry of the target. in Middle East (excl. Israel) Africa. orNorth Industry sector is were withdrawn, where the dominant location of the target is Based onannounced deals, excluding those that lapsed or Count Deal Mix of deals by industry sector Number of deals 0 6 9 5 4 3 2 8 7 1

Industrials & Chemicals 5

Financial Services 9

Business Services 4

Consumer 5

Energy, Mining & Utilities

TMT 5

Leisure 1

Transportation 3

Pharma, Medical & Biotech 3

Construction 3

Real Estate 0

Defence 0

Agriculture 1 68 Mergermarket.com Mergermarket or North Africa.or North dominant location of the target is inMiddle East (excl. Israel) that lapsed orwere withdrawn, where the Based onannounced deals, excluding those Value Quarterly M&Aactivity Value (€m) 10,000 14,000 12,000 16,000 4,000 2,000 8,000 6,000 Deal Value 0 Q1 Q2 2011 Q3 Q4 Moving average trend line Q1 Q2 2012 Q3 Deal Drivers EMEA Q4 Q1 Q2 2013 Q3 Q4 Q1 Q2 2014 Q3 Q4 Q1 Q2 & North Africa& North The MiddleEast 2015 Q3 Q4 Q1 Q2 2016 Q3 Q4 Q1 2017 Q2 or North Africa.or North dominant location of the target is the Middle East (excl. Israel) that lapsed orwere withdrawn, where the Based onannounced deals, excluding those Count Deal Quarterly M&Aactivity Number of deals Deal Count Deal 40 30 20 35 25 10 15 0 5 Q1 Q2 2011 Q3 Q4 Moving average trend line Q1 Q2 2012 Q3 Q4 Q1 Q2 2013 Q3 Q4 Q1 Q2 2014 Q3 Q4 Q1 Q2 2015 Q3 Q4 Q1 Q2 2016 Q3 Q4 Q1 2017 Q2 69 Mergermarket Deal Drivers EMEA The Middle East 70 & North Africa

League tables

Financial advisors by value Financial advisors by deal count

H1 2017 H1 2016 Company Name Value Number H1 2017 H1 2016 Company Name Value Number (m) EUR of Deals (m) EUR of Deals

1 5 Goldman Sachs & Co 15,805 3 1 19 JPMorgan 10,017 5

2 13 Morgan Stanley 14,668 4 2 36 PwC 714 5

3 4 JPMorgan 10,017 5 3 4 Morgan Stanley 14,668 4

4 - Centerview Partners 8,295 1 4 20 Goldman Sachs & Co 15,805 3

5 2 Citi 4,228 2 5 8 Citi 4,228 2

6 50 HSBC 2,349 2 6 50 HSBC 2,349 2

7 8 Credit Suisse 2,096 1 7 2 Lazard 1,608 2

8 1 Lazard 1,608 2 8 - Scotiabank 1,119 2

9 - Scotiabank 1,119 2 9 3 Rothschild 913 2

10 - QInvest 1,049 1 10 58 William Blair & Company 706 2

The financial adviser league tables by value and count have been run from 01/01/2017 to the 30/06/2017, excluding lapsed and withdrawn deals. The tables are based on dominant target, bidder or seller company geography being Middle East or North Africa excluding Israel, and cover all sectors. Legal advisors by value Legal advisors by deal count

H1 2017 H1 2016 Company Name Value Number H1 2017 H1 2016 Company Name Value Number (m) EUR of Deals (m) EUR of Deals

1 32 Latham & Watkins 15,343 3 1 14 Allen & Overy 2,176 7

2 3 White & Case 11,218 4 2 7 Shearman & Sterling 7,073 6

3 - Simpson Thacher & Bartlett 8,295 1 3 9 Baker & McKenzie 1,187 6

4 7 Shearman & Sterling 7,073 6 4 6 White & Case 11,218 4

5 4 Freshfields Bruckhaus Deringer 6,952 3 5 11 Latham & Watkins 15,343 3

6 - Milbank Tweed Hadley & McCloy 6,908 1 6 2 Freshfields Bruckhaus Deringer 6,952 3

7 - Baker Botts 3,679 1 7 1 Clifford Chance 2,789 3

8 1 Clifford Chance 2,789 3 8 76 Herbert Smith Freehills 827 3

9 2 Allen & Overy 2,176 7 9 19 Jeantet Associes 27 3

10 9 Kirkland & Ellis 2,096 2 10 73 Eversheds Sutherland - 3

The legal adviser league tables by value and count have been run from 01/01/2017 to the 30/06/2017, and include lapsed and withdrawn deals. The tables are based on dominant target, bidder or seller company geography being Middle East North Africa excluding Israel, and cover all sectors. Mergermarket.com Kick back this summer, 1,000,000,000+ let Merrill secure the deal. PAGES UPLOADED

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Criteria Contacts

Head of Research Consumer Advertising Opportunities The following notes pertain to data contained Mid-market is defined as US$10m – US$250m. Giovanni Amodeo Virginia Garcia Martinez Erik Wickman in this publication: [email protected] All data included is correct as of 10 July 2017. Deals are included where the deal value is Americas Telecoms, Media & Technology + (1) 212 686 3329 Lana Vilner Yining Su & Amy-Jo Crawley greater than or equal to US$5m. League Tables correct as of 24 July 2017. Where no deal value has been disclosed, deals Top deals correct as of 7 August 2017. Asia-Pacific Transportation are included if the turnover of the target is Gerry Tee Elaine Green greater than or equal to US$10m. For a full version of the Mergermarket EMEA Pharma, Medical & Biotech M&A deal database inclusion and league Kathleen Van Aerden Mintoi Chessa-Florea Deals are included in the graphs and Top table criteria, go to Deals in each section based on the dominant www.mergermarket.com/pdf/deal_criteria.pdf All Sectors Construction geography and dominant sector of the Katharine Dennys Richard Wachman target company. Financial Services The Middle East & North Africa Aaron Fronda Ruth McKee AlGhamdi Data underlying the League Tables are based on deals where the bidder, target or seller Industrials & Chemicals geography of either is that of the geography Joao Grando in focus. Energy, Mining & Utilities Patrick Harris

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