Monthly M&A Insider

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

Global overview 01 Asia-Pacific 05 Americas: Latin America 14 North America 20 Europe 28 middle east & africa 36

mergermarket Monthly M&A Insider

Part of The Mergermarket Group www.mergermarket.com

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

01 Given the scale and scope of the worst economic downturn in decades, it is of little surprise that the global M&A market suffered badly in 2009. A total of 9,493 deals worth US$1.76tn came to the market over the course of the year, representing a decline of more than 25% in terms of both deal volume and value compared to 2008 numbers.

Furthermore, global deal volume fell to the lowest level seen Elsewhere, private equity players have continued to be since 2003 while the average deal size of US$185m is way largely absent from the top end of the market with buyout down on the US$233m witnessed during the height of the activity generally retrenching to the mid and low-cap space. M&A boom in 2007. Understandably, large leveraged buyouts - along the lines of the mega deals that dominated the private equity driven Despite this, there are a number of encouraging signs M&A landscape in the years running up to the financial that the M&A market has reached inflection point with crisis - have been largely put on hold since the acute onset dealmaking conditions and market confidence slowly of the financial crisis.W hile private equity equity-related deal improving. Indeed, this can be seen to good effect by looking volumes are beginning to slowly recover as funds adjust to at the quarterly breakdown of 2009 deal flow with announced the new economic reality, valuations remain depressed – the activity increasing each quarter, trending upwards from average buyout size in 2009 was just US$90m, compared to 2,093 transactions in Q1 to 2,686 deals in Q4. The second US$109m in 2008 and US$301m in 2007. Tellingly, at the time half of 2009 also accounted for 58% of the year’s US$1bn+ of publication just 36 US$1bn+ private equity-related deals transactions as the financing environment, and the general have been announced since 2009, compared to 76 in 2008 and economic climate began to improve. This figure increases 217 in 2007. further when government-related bailouts of ailing corporations/institutions are excluded from the analysis. Going forward, it is likely that private equity will continue to adopt a ‘back-to-basics’ approach with renewed focus Remarkably, the largest transaction of 2009 was actually a on value creation at portfolio company level. The M&A strategic play that came to the market at the height of the environment is certainly improving although things are now financial crisis in the first quarter of the year. The deal was fundamentally different for the asset class; attractive targets announced in the traditionally counter-cyclical Pharma, are less commonplace and leverage is more difficult to obtain Medical & Biotech space and saw US-based Pfizer acquire with loans widely syndicated as lenders look to diversify Wyeth for a total consideration of US$63.27bn. Nevertheless, risk. As such, financial investors have generally shied away the climate for large-cap dealmaking undoubtedly improved from emerging market plays and predominantly focussed on as the year progressed, borne out by the fact that five of the acquisitions in the tried and tested markets of Europe and top 10 deals of the year were announced in either November North America. However, despite this fundamental shift in or December. This trend has continued into 2010 with several the modus operandi of the asset class, deals such as KKR’s significant deals being announced in the first few weeks recent acquisition of Pets At Home for a consideration of of the year, chief among them being Novartis’ US$26.30bn almost US$1.54bn and BC Partners’ move to buy Spotless for acquisition of 52% stake acquisition in Alcon, the Switzerland- US$816m show that big deals could be making a comeback. based developer, manufacturer, and distributer of eye care products. Proof again that even in difficult times corporates By Tom Coughlan, Remark with strong balance sheets and well defined strategies are able to do big deals.

Head of Research – Elias Latsis Global – Tom Coughlan Editor – Anna Henderson Asia-Pacific – Debbie Jung, Shunsuke Okano, Chunshek Chan North America – Aksana Fitzpatrick, Irina Arefyeva and Jason Cozza For advertising opportunities contact: Latin America – Matthew Albert Erik Wickman Europe – Giovanni Gallorini, Samuel Tedjasukmana Tel: + (1) 212 6863329 Middle East & Africa – Petra Witowski, Nulifer Sezer [email protected]

Monthly M&A Insider Trend graphs

GLOBAL M&A quarterly trend 02 value volume

1,400,000 4,500

4,000 1,200,000

3,500 1,000,000 3,000

800,000 2,500

2,000

Value ( $ m) Value 600,000 Volume of deals Volume 1,500 400,000 1,000

200,000 500

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

GLOBAL M&A quarterly mid-market trend

value volume

140,000 2,000

120,000

1,500 100,000

80,000

1,000

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

40,000 500

20,000

Moving average trend line

Monthly M&A Insider Trend graphs

GLOBAL M&A quarterly private equity trend 03 value volume

400,000 800

350,000 700

300,000 600

250,000 500

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

100,000 200

50,000 100

Global buyouts Global buyouts

Global exits Global exits

GLOBAL M&A Sector Breakdown Y/E 2009

value volume

0.5% 2.8% 1.1% 0.2% 2.5% 0.3% 1.1% 3.8% 9.6% 2.9% Industrials & Chemicals 3.6% 17.9% Industrials & Chemicals 2.3% TMT 3.8% TMT 12.9% 12.6% Consumer Consumer 6.5% Energy, Mining & Utilities Energy, Mining & Utilities

Business Services Business Services 14. 3% Financial Services Financial Services 8.5% 11.1% Pharma, Medical & Biotech Pharma, Medical & Biotech

17.0% Construction Construction

Leisure Leisure 11.2% Transportation 13.3% Transportation

3.7% 24.9% Real Estate Real Estate 11.4% Agriculture Agriculture

Defence Defence

Monthly M&A Insider Trend graphs

GLOBAL M&A deal size breakdown 04 value volume

2,500 9,000

8,000

2,000 7,000

6,000 1,500 5,000

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

2,000 500

1,000

0 0 H1 H H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 2004 2004 2005 2005 2006 2006 2007 2007 2008 2008 2009 2009 2004 2004 2005 2005 2006 2006 2007 2007 2008 2008 2009 2009

> €501m > €501m

€251m-€500m €251m-€500m

€101m-€250m €101m-€250m

€15m-€100m €15m-€100m

€5m-€14.9m €5m-€14.9m

Value not disclosed

Monthly M&A Insider A mergermarket M&A report on ASIA-pacific

Despite the general decrease in global M&A activity, Asia-Pacific managed to finish 2009 ASIA-P with a slight increase in overall deal value. With a total of 2,218 announced deals worth

a $419.6bn, M&A value in the region rose by 6% from 2008 levels. And while regional deal c i f volume fell by 4% from 2008 levels, this result is still much better compared with the 26% decline witnessed in global deal volume.

Energy, Mining and Utilities Japan: Following the government change in 2009, the new ruling Democratic Party of Japan is expected to implement As in previous years, much of the deal value in the region several regulatory changes which will potentially limit parent stems from deals in the Energy, Mining and Utilities sector. companies’ holdings in their listed subsidiaries. Some large Out of the ten largest deals announced in 2009, five of them companies in Japan have been criticized for acting against were in that space, including the $58bn West Australian minority shareholders’ interest in their listed subsidiaries. joint venture of Rio Tinto and BHP Billiton and the $15.8bn Some major companies such as Hitachi, NEC and Canon acquisition of hydroelectricity assets from China Three have already acted in response and others such as Nippon Gorges Project by China Yangtze Power. Telegraph and Telephone and Softbank will likely follow suit. The sharp drop in commodity prices in early 2009 also If the policy change is implemented, many companies are provided a brief window for Chinese buyers to snap up energy expected to either take full control of their listed subsidiaries and resource companies overseas. Australia, Canada and or be forced to divest their holdings. Kazakhstan were popular destinations. However, escalating Australia: Setting aside the $58bn joint venture between Rio concerns for national interest in Australia’s mineral assets Tinto and BHP Billiton, Australian deal value and volumes had caused several Sino-Australian deals to lapse. in 2009 decreased to levels not seen since 2004. However, Financial Services the global economic recovery could act as a catalyst for The global financial crisis catalyzed deals in theF inancial Australian dealmaking in 2010. Cash-rich Australian firms Services sector and saw many overseas financial services are likely to take advantage of the strong Australian Dollar companies sell off their Asian assets. Citigroup and Bank to make acquisitions overseas, while foreign investors in of America both offloaded more than $7bn worth of their Australian companies may find 2010 to be among the best Asian bank stakes; while US insurer AIG and European banks years to reap profits from their holdings. There is also no lack ING and RBS each disposed of some $3bn in their Asian of speculation of deals in the financial space and overseas operations. players will continue to be interested in Australia’s mining assets.

M&A Outlook for 2010 South Korea: Deal flow in SouthK orea is expected to see a Greater China: Driven by the recovery of the global economy revival, as many deals that were cancelled or put on hold due and government policies, Chinese M&A is expected to to the economic slump will be brought up once again. The continue with its current momentum well into 2010. Deal US PE firmL one Star is said to be mulling a sale of its 51% flow is expected to be especially strong in sectors such stake in Korea Exchange Bank, while the Korean government as Automotive, Energy and Mining, and Steel. There will plans to offload 16% stake in WooriF inance. Kookmin Bank be further consolidation among regional medium and and Korea Development Bank, both interested in expanding small automakers and the ongoing Volvo / Geely and their foothold, are likely bidders for these stakes. Other Hummer brand / Sichuan Tengzhong Heavy Industrial large enterprises such as Daewoo International and Hynix Machinery deals are both expected to complete this year. Semiconductor have are already been put up for sale. Further developments in the capital market along with the India: The market expects a return in Indian M&A activity, establishment of RM B funds will further accelerate the with an emphasis on outbound deals led by such large firms consolidation in different industries and drive M&A activity. as Reliance Industries, ONGC, Bharti Airtel and Sterlite.

Monthly M&A Insider 05 ASIA-pacific

Particular focus will be on the TMT and Energy, Mining and ASIA PA Utilities sectors. Reliance, Essar and NTPC are for example all mulling acquisitions in energy and mineral assets

C I F overseas. The lapsed tie-up between Bharti Airtel and South African telecom giant MTN in 2009 nonetheless highlights the need for further consolidation among telecom players. GTL Infrastructure is spending $1.84bn in Aircel’s telecom tower business in India; while Bharti Airtel is once again looking for outbound opportunities, after agreeing to the acquisition of 70% stake in Warid Telecom in Bangladesh for $300m, and entering into exclusive negotiation with Zain Group to acquire its African assets for $10.7bn.

South East Asia: On the back of a new mining law in Indonesia, enacted in 2009, foreign companies owning Indonesian mining operations will have to comply with foreign ownership limits on certain investments. Newmont Mining and Eramet had both sold off parts of their Indonesian assets in 2009, while Freeport McMoran and BHP Billiton will follow suit in 2010. More deals in the space could follow. Thailand is also expected to see a return in M&A activity after a multi- year slump, as the political situation gradually stabilizes and investor confidence picks up.T he lack of energy resources in Thailand will push such local players such as PTT and Banpu Group into looking out for acquisition targets overseas.

Monthly M&A Insider 06 Top deals & Expected deals

Top 10 Asia-PACIFIC announced deals for Y/E 31 december 2009 ASIA PA

Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia Deal Revenue EBITDA P/E 1-day before value ($m) C I F 5-Dec-09 P BHP Billiton (Western Energy, Mining Rio Tinto/BHP BHP Billiton Plc; - 58,000 Australian iron ore & Utilities Billiton (Joint and Rio Tinto Plc assets); and Rio Tinto Plc Venture) (Western Australian iron ore assets) 16-May-09 C China Three Gorges Energy, Mining China Yangtze Power China Three 8.8 21.1 - 15,725 Project Corporation & Utilities Co Ltd Gorges Project (hydroelectricity Corporation generation assets and stakes in peripheral service companies) 30-Oct-09 P Nippon Mining Holdings Energy, Mining Nippon Oil 0.3 (loss) (loss) 2.0% 12,186 Inc & Utilities Corporation 12-Feb-09 L Rio Tinto (stakes in nine Energy, Mining Aluminum Rio Tinto Plc - 11,838 mining assets) & Utilities Corporation of China 14-Nov-09 P Chi Mei Optoelectronics Industrials & Innolux Display Corp 1.0 4.9 (loss) 20.7% 9,948 Corporation Chemicals 1-May-09 C Nikko Citigroup Financial Sumitomo Mitsui Citigroup Inc n/a n/a - 7,822 (business acquired Services Financial Group Inc by Sumitomo Mitsui Financial Group); and Nikko Cordial Securities Inc 4-Mar-09 C SDIC Electric Power Energy, Mining SDIC Huajing Power State 11.4 14.0 6.8 - 7,367 Co Ltd & Utilities Holdings Co Ltd Development & Investment Corporation 13-May-09 C China Construction Financial Bank of China Ltd; Bank of America n/a n/a 9.2 -15.3% 7,319 Bank Corporation (5.78% Services China Life Insurance Corporation stake) (Group) Company; Hopu Investment Management Co Ltd; and Temasek Holdings Pte Ltd 14-Sep-09 C eircom Holdings Limited TMT Singapore 1.9 (loss) (loss) 6.4% 5,768 Technologies Telemedia Pte Ltd 12-Nov-09 P Shuhuang Railway Transport Daqin Railway Co Ltd TaiYuan Railway 3.1 57.3 (loss) - 4,790 Development Co Ltd Administration (41.16% stake); TaiYuan Railway Administration (railway assets); and Taiyuan Railway Juli Zhuangxie Co Ltd (90.2% stake) C = Completed; P = Pending; L = Lapsed Source: mergermarket

Monthly M&A Insider 07 Top deals & Expected deals

Top 5 Asia-PACIFIC announced deals of the month (january 2010) ASIA PA

Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia Deal Revenue EBITDA P/E 1-day before value ($m) C I F 24-Jan-10 P Jupiter TMT KDDI Corporation Liberty Global 3.6 8.4 32.6 64.5% 4,014 Telecommunications Inc Co Ltd (37.8% stake) 6-Jan-10 P San Miguel Consumer Roberto V. Ongpin; Inigo 12.0% 2,407 Corporation Zobel; Jose Campos; and Master Year Limited 18-Jan-10 P Orient Overseas Real Estate CapitaLand Limited Orient Overseas n/a n/a 102.6 - 2,200 Developments (International) Limited Limited 14-Jan-10 P Aircel Limited TMT GTL Infrastructure Aircel Limited - 1,840 (telecom tower Limited business) 21-Jan-10 L EON Capital Berhad Financial Hong Leong Bank 0.5% 1,465 Services Berhad C = Completed; P = Pending; L = Lapsed Source: mergermarket

Pipeline of ASIA-PACIFIC expected deals

Situation Target company Sector Potential bidder Financial Seller Market cap/ Comments company adviser to bidder company est. value (B); target (T); ($m) seller (S) Expected deal Axa Asia Pacific Financial AXA; AMP Deutsche 10,000 AMP and AXA originally submitted a joint Services Limited; and Bank (T); offer for AXA Asia Pacific Holdings. The National Macquarie offer would be equivalent to AXA selling its Australian Group (T); UBS 54% stake in AXA APH's Australia & New Bank Investment Zealand business while acquiring the 46% Bank (B - AXA of AXA APH's Asian operations that AXA & AMP); does not own for a net cash payment of EUR JPMorgan (B - 1.1bn. AXA also entered into an exclusivity NAB) agreement for the purpose of the offer, but this subsequently expired, with NAB entering the situation with its own proposal to AXA APH. Expected deal Chuo Mitsui Trust Financial Sumitomo 5,709 Chuo Mitsui Trust and Sumitomo Trust Holdings Inc Services Trust & have announced a plan to consolidate the Banking business by creating a holding company by April 2011. Expected deal Denway Motors Industrials & Guangzhou China 4,469 Guangzhou Automobile Group submitted Limited Chemicals Automobile International an application to list China Lounge, and Group Capital as part of the process, intends to privatize Corporation Denway Motors GAC under a scheme of (B); GF arrangement, in which it plans to exchange Securities (B) its new H shares for those held by current Denway shareholders.

Monthly M&A Insider 08 League tables

Top 15 financial advisers – Asia-Pacific excl Japan ASIA PA

C I F value volume

Y/E House Value Deal Y/E House Value Deal 31-Dec-2009 ($m) count 31-Dec-2009 ($m) count 1 Morgan Stanley 97,054 56 1 Ernst & Young 10,531 63 2 Credit Suisse 84,597 43 2 Morgan Stanley 97,054 56 3 Goldman Sachs 84,169 47 3 Deloitte 15,517 53 4 Macquarie Group 74,923 49 4 KPMG 5,060 50 5 Gresham Advisory Partners 61,987 23 5 Macquarie Group 74,923 49 6 Lazard 61,680 12 6 UBS Investment Bank 36,614 49 7 UBS Investment Bank 36,614 49 7 Goldman Sachs 84,169 47 8 Bank of America Merrill Lynch 31,961 30 8 Credit Suisse 84,597 43 9 CITIC Securities 23,044 13 9 PricewaterhouseCoopers 4,893 43 10 JPMorgan 22,976 26 10 Deutsche Bank 20,689 37 11 Citigroup 21,477 30 11 CIMB Group 3,679 31 12 China International Capital 21,212 19 12 Bank of America Merrill Lynch 31,961 30 13 Deutsche Bank 20,689 37 13 Citigroup 21,477 30 14 Nomura Holdings 15,658 25 14 JPMorgan 22,976 26 15 Deloitte 15,517 53 15 Nomura Holdings 15,658 25 Source: mergermarket Source: mergermarket

The financial adviser league tables by value and volume have been run from 01 January 2009 to 31 December 2009 and exclude lapsed and withdrawn deals. The tables cover all sectors and are based on the geography of either the target, bidder or seller being Asia-Pacifc excluding Japan.

Top 15 legal advisers – Asia-Pacific excl Japan

value volume

Y/E House Value Deal Y/E House Value Deal 31-Dec-2009 ($m) count 31-Dec-2009 ($m) count 1 Linklaters 96,743 46 1 Baker & McKenzie 29,824 69 2 Freshfields Bruckhaus Deringer 86,900 46 2 Freehills 76,415 56 3 Allens Arthur Robinson 81,083 21 3 Kim & Chang 11,929 47 4 Freehills 76,415 56 4 Linklaters 96,743 46 5 Blake Dawson 70,964 45 5 Freshfields Bruckhaus Deringer 86,900 46 6 Slaughter and May 62,220 13 6 Blake Dawson 70,964 45 7 Commerce and Finance Law Offices 31,636 17 7 Mallesons Stephen Jaques 27,078 44 8 Baker & McKenzie 29,824 69 8 Clayton Utz 8,552 42 9 Mallesons Stephen Jaques 27,078 44 9 Minter Ellison 3,973 39 10 Clifford Chance 19,559 31 10 DLA Piper 8,386 38 11 DeHeng Law Offices 19,553 9 11 Lee & Ko 7,083 35 12 Tian Yuan Law Firm 17,503 8 12 Clifford Chance 19,559 31 13 Shearman & Sterling 16,562 17 13 Allen & Gledhill 11,372 29 14 Simpson Thacher & Bartlett 15,734 11 14 Skadden Arps Slate Meagher & Flom 12,602 26 15 King & Wood 15,113 17 15 WongPartnership 9,195 25 Source: mergermarket Source: mergermarket

The legal adviser league tables by value and volume have been run from 01 January 2009 to 31 December 2009 and include lapsed and withdrawn deals. The tables cover all sectors and are based on the geography of either the target, bidder or seller being Asia-Pacifc excluding Japan.

Monthly M&A Insider 09 League tables

Activity table of private equity firms on Asia-Pacific buyouts ASIA PA value volume C I F

Y/E House Value Deal Y/E House Value Deal 31-Dec-2009 ($m) count 31-Dec-2009 ($m) count 1 Hopu Investment Management 10,489 3 1 The Carlyle Group 656 6 2 Temasek Holdings 7,851 3 2 Intel Capital 62 5 3 Kohlberg Kravis Roberts & Co 2,122 3 3 Sequoia Capital 356 4 4 Affinity Equity Partners 2,072 3 4 Matrix Partners 50 4 5 MBK Partners 1,840 3 5 Hopu Investment Management 10,489 3 6 Bain Capital 1,172 3 6 Temasek Holdings 7,851 3 7 The Carlyle Group 656 6 7 Kohlberg Kravis Roberts & Co 2,122 3 8= IMM Private Equity 625 1 8 Affinity Equity Partners 2,072 3 8= Mirae Asset Private Equity Fund 625 1 9 MBK Partners 1,840 3 10 TPG Capital 527 2 10 Bain Capital 1,172 3 Source: mergermarket Source: mergermarket

The Private Equity buyout activity tables by value and volume are based on private equity firms advising the bidder on buyout deals where the dominant geography of the target company is Asia-Pacific. The tables by value and volume have been run from 01 January 2009 to 31 December 2009 and exclude lapsed and withdrawn deals

Activity table of private equity firms on Asia-Pacific exits value volume

Y/E House Value Deal Y/E House Value Deal 31-Dec-2009 ($m) count 31-Dec-2009 ($m) count 1= Newbridge Capital Group 2,278 1 1 Citigroup Capital Partners Japan 2,227 2 1= TPG Capital 2,278 1 2 The Carlyle Group 1,789 2 3 Citigroup Capital Partners Japan 2,227 2 3 Oak Investment Partners 1,159 2 4 The Carlyle Group 1,789 2 4 IDG Technology Venture Investment 572 2 5 Oak Investment Partners 1,159 2 5 Ashmore Group 571 2 6= CDH Investments Management 848 1 6 Telecom Investments (Mauritius) 464 2 6= New Horizon Capital 848 1 7 Advantage Partners 386 2 8 IDG Technology Venture Investment 572 2 8= MKS Partners 275 2 9 Ashmore Group 571 2 8= Unison Capital 275 2 10 Accel Partners & Co 510 1 10 CSV Capital Partners 96 2 Source: mergermarket Source: mergermarket

The Private Equity exit activity tables by value and volume are based on private equity firms advising the vendor on exit deals where the dominant geography of the target company is Asia- Pacific. The tables by value and volume have been run from 01 January 2009 to 31 December 2009 and exclude lapsed and withdrawn deals

Monthly M&A Insider 10 Trend graphs

Asia-Pacific M&A quarterly trend ASIA PA

value volume C I F 200,000 800

700

150,000 600

500

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

50,000 200

100

Asia-pacific M&A quarterly mid-market trend

value volume

35,000 500

30,000 400

25,000

300 20,000

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

10,000

100 5,000

Moving average trend line

Monthly M&A Insider 11 Trend graphs

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

value volume C I F 25,000 100

20,000 80

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

5,000 20

Asia-Pacific Asia-Pacific buyouts buyouts

Asia-Pacific Asia-Pacific exits exits

Asia-Pacific M&A Sector Breakdown Y/E 2009

value volume

0.7% 0.9% 0.01% 2.1% 1.5% 2.9% 4.2% 11.4% 3.5% 1.7% Industrials & Chemicals Industrials & Chemicals 4.0% 19.6% 4.2% Energy, Mining & Utilities Energy, Mining & Utilities 4.4% 2.2% Consumer Consumer

TMT 5.1% TMT

Financial Services Financial Services 16.5% Business Services 13.4% Business Services 9.7% Real Estate Real Estate 36.4% Pharma, Medical & Biotech Pharma, Medical & Biotech

Transport Transport 9.9% 11.4% Construction Construction 13.2% Leisure Leisure 8.2% 12.8% Agriculture Agriculture

Defence

Monthly M&A Insider 12 Trend graphs

ASIA-PACIFIC M&A GEOGRAPHIC BREAKDOWN Y/E 2009 ASIA PA value volume C I F

1.9% 0.3% 5.0% 2.1% 5.5% 2.2% 1.5% 5.7% China China 0.8% 2.3% 27.3% Japan Japan 2.9% 2.6% 28.5% Australia Australia 3.8% 5.4% South Korea South Korea

4.4% India India

Hong Kong Hong Kong 9.2% 6.3% Singapore Singapore

Malaysia Malaysia

Taiwan Indonesia 9.6% 18.0% Taiwan 18.0% Indonesia 23.8% New Zealand New Zealand 12.9% Other Other

ASIA-PACIFIC M&A DEAL SIZE BREAKDOWN

value volume

300 1,500

250 1,200

200 900

150 alue ($bn) V 600 Number of deals 100

300 50

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

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

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

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

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

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

Value not disclosed

Monthly M&A Insider 13 14

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th trade pla

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LATIN AMERICA Top deals & expected deals

Top 10 Latin American announced deals Y/E 31 december 2009 LATIN AMERICA

Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia Deal Revenue EBITDA P/E 1-day before value ($m) 16-Sep-09 P Bertin SA Consumer JBS SA BNDES 1.7 - 6,815 Participacoes SA; J&F Participacoes SA; and ZMF Fundo de Investimento em Participacoes 21-Jul-09 C Aracruz Celulose SA Industrials & Fibria 2.3 6.4 - 4,845 (56.02% stake) Chemicals 8-Sep-09 P GVT SA TMT Vivendi SA 4.7 20.1 319.3 76.1% 4,306 7-Oct-09 L GVT SA TMT Telecomunicacoes de 4.2 17.8 281.8 28.6% 3,818 Sao Paulo SA 19-May-09 C Sadia SA (66.90% Consumer BRF Brasil Foods SA 0.7 6.9 - 2,923 stake) 6-Dec-09 P Walmart Consumer Wal-Mart de Mexico SA Wal-Mart Stores 0.8 - 2,717 Centroamerica de CV Inc 20-Apr-09 C BTG Pactual Financial BTG Investments LP UBS AG n/a n/a - 2,500 Services 22-Oct-09 C Oy Metsa-Botnia Agriculture UPM-Kymmene Oyj Oy Metsa-Botnia - 2,405 Ab (Uruguay Ab operations) 23-Apr-09 C Terna Participacoes Energy, Mining Cemig Geracao e Terna - Rete 8.1 9.5 59.0 34.3% 2,177 SA & Utilities Transmissao SA Elettrica Nazionale SpA 29-Jan-09 C Glencore Energy, Mining Xstrata Coal South Glencore - 2,000 International AG & Utilities America Ltd International AG (Prodeco business in Colombia) C = Completed; P = Pending; L = Lapsed Source: mergermarket

Top 5 LATin american announced deals of the month (january 2010)

Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia Deal value Revenue EBITDA P/E 1-day before ($m) 13-Jan-10 P Carso Global TMT America Movil SA de CV - 19,358 Telecom SAB de CV 13-Jan-10 P Telmex TMT America Movil SA de CV 7.1 1.7 2.3 34.8% Internacional SAB de CV 11-Jan-10 P FEMSA Cerveza SA Consumer Heineken NV Fomento - 7,692 de CV Economico Mexicano SAB de CV 27-Jan-10 P Bunge Participacoes Industrials & Vale SA Bunge Limited - 3,800 e Investimentos SA Chemicals 29-Jan-10 P LQ Inversiones Financial Citigroup Inc Quinenco SA n/a n/a - 534 Financieras SA Services (8.52% stake) C = Completed; P = Pending; L = Lapsed Source: mergermarket

Monthly M&A Insider 15 Top deals & expected deals

Pipeline of LATIN American expected deals LATIN AMERICA

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

Monthly M&A Insider 16 League tables

Top 15 financial advisers – LATIN AMERICA LATIN AMERICA value volume

Y/E House Value Deal Y/E House Value Deal 31-Dec-2009 ($m) count 31-Dec-2009 ($m) count 1 JPMorgan 24,108 21 1 Credit Suisse 15,885 25 2 BNP Paribas 16,262 10 2 JPMorgan 24,108 21 3 Credit Suisse 15,885 25 3 Morgan Stanley 11,060 17 4 Citigroup 15,180 14 4 UBS Investment Bank 14,631 15 5 UBS Investment Bank 14,631 15 5 Citigroup 15,180 14 6 Morgan Stanley 11,060 17 6 BNP Paribas 16,262 10 7 Santander Global Banking and Markets 9,198 6 7 Rothschild 8,881 8 8 Rothschild 8,881 8 8 Banco Bradesco 6,027 8 9 Banco Espirito Santo de Investimento 8,084 2 9 Santander Global Banking and Markets 9,198 6 10 Estater Assessoria Financeira 7,950 5 10 Goldman Sachs 3,700 6 11 Banco Bradesco 6,027 8 11 Estater Assessoria Financeira 7,950 5 12 CALYON 4,766 2 12 Bank of America Merrill Lynch 829 5 13 Goldman Sachs 3,700 6 13 PricewaterhouseCoopers 756 5 14 Pohjola Corporate Finance 2,405 1 14 Global M&A 2,205 4 15 Barclays Capital 2,300 3 15 Deutsche Bank 2,202 4 Source: mergermarket Source: mergermarket

The financial adviser leue tables by value and volume have been run from 01 January 2009 to 31 December 2009 and exclude lapsed and withdrawn deals. The tables cover all sectors and are based on the geography of either the target, bidder or seller being Latin America

Top 15 legal advisers – LATIN AMERICA value volume

Y/E House Value Deal Y/E House Value Deal 31-Dec-2009 ($m) count 31-Dec-2009 ($m) count 1 Machado Meyer Sendacz e Opice 26,069 23 1 Mattos Filho, Veiga Filho, Marrey Jr. e 12,475 29 2 Barbosa, Mussnich & Aragao 23,183 20 Quiroga Advogados 3 Pinheiro Neto Advogados 16,863 20 2 Machado Meyer Sendacz e Opice 26,069 23 4 Mattos Filho, Veiga Filho, Marrey Jr. e 12,475 29 3 Barbosa, Mussnich & Aragao 23,183 20 Quiroga Advogados 4 Pinheiro Neto Advogados 16,863 20 5 Shearman & Sterling 12,249 9 5 Souza, Cescon Avedissian, Barrieu e 11,718 17 6 Souza, Cescon Avedissian, Barrieu e 11,718 17 Flesch Advogados Flesch Advogados 6 Tozzini Freire Teixeira E Silva Advogados 10,312 11 7 Simpson Thacher & Bartlett 10,894 9 7 Rodrigo Elias & Medrano 78 11 8 Tozzini Freire Teixeira E Silva Advogados 10,312 11 8 Estudio Muniz, Ramirez, Perez-Taiman 252 10 9 Allen & Overy 9,832 3 & Olaya Abogados 10 Garrigues 8,430 3 9 Shearman & Sterling 12,249 9 11 AM Pereira, Saragga Leal, Oliveira 8,071 1 10 Simpson Thacher & Bartlett 10,894 9 Martins, Judice & Associados 11 Azevedo Sette Advogados 602 9 12 Cleary Gottlieb Steen & Hamilton 8,028 5 12 Prieto & Carrizosa 583 9 13 Motta Fernandes Rocha Advogados 7,490 5 13 Skadden Arps Slate Meagher & Flom 5,210 8 14 Bredin Prat 7,316 4 14 Linklaters 4,445 7 15 Freshfields Bruckhaus Deringer 5,736 6 15 Gomez-Pinzon Zuleta 1,912 7 Source: mergermarket Source: mergermarket

The legal adviser leue tables by value and volume have been run from 01 January 2009 to 31 December 2009 and include lapsed and withdrawn deals. The tables cover all sectors and are based on the geography of either the target, bidder or seller being Latin America

Monthly M&A Insider 17 Trend graphs

LATIN American M&A quarterly trend LATIN AMERICA

value volume

60,000 175

150 50,000

125 40,000

100

30,000 alue ( $ m)

V 75 Number of deals 20,000 50

10,000 25

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

6,000 100

5,000 80

4,000 60

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

20 1,000

Moving average trend line

Monthly M&A Insider 18 Trend graphs

LATIN American M&A quarterly private equity trend LATIN AMERICA

value volume

2,500 15

2,000 12

1,500 9 alue ( $ m) V 1,000 Number of deals 6

500 3

Latin American buyouts Latin American buyouts

Latin American exits Latin American exits

LATIN American M&A Sector Breakdown Y/E 2009

value volume

0.4% 2.4% 3.1% 2.5% 0.7% 6.0% Consumer 3.9% Consumer 2.3% 3.9% 21.7% Industrials & Chemicals Industrials & Chemicals 4.2% 27.5% Energy, Mining & Utilities 4.5% Energy, Mining & Utilities

7.4% Financial Services Financial Services 4.8% Business Services Business Services 0.6% TMT 4.8% TMT

Construction Construction 15.8% Pharma, Medical & Biotech 6.8% Pharma, Medical & Biotech

Transport Transport 14.4% 14.9% Agriculture Agriculture 12.4% Real Estate Real Estate 15.8% 19.5% Leisure Leisure

Monthly M&A Insider 19 20

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NORTH AMERICA Top deals & Expected deals

Top 10 North American announced deals for Y/E 31 DEcember 2009 NORTH AMERICA

Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia Deal value Revenue EBITDA P/E 1-day before ($m) 26-Jan-09 C Wyeth Pharma, Pfizer Inc 2.8 11.6 15.3 14.7% 63,266 Medical & Biotech 1-Jun-09 C Motors Liquidation Industrials & The United States Motors - 48,207 Co (bulk of assets) Chemicals Department of Liquidation Co the Treasury; the Governments of Canada and Ontario; and the Voluntary Employees Beneficiary Association 30-Jan-09 C Genentech Inc Pharma, Roche Holding Ltd 7.7 17.4 29.6 13.0% 44,291 (44.20% stake) Medical & Biotech 9-Mar-09 C Schering Plough Pharma, Merck & Co Inc 2.3 8.7 22.1 33.9% 43,198 Corporation Medical & Biotech 14-Dec-09 P XTO Energy Inc Energy, Mining ExxonMobil Corporation 5.2 7.3 14.5 24.6% 40,361 & Utilities 3-Nov-09 P Burlington Transportation Berkshire Hathaway Inc 2.4 8.1 16.4 31.5% 35,574 Northern Santa Fe Corporation 10-Jun-09 C Citigroup Inc (36% Financial United States n/a n/a -4.7% 25,000 stake) Services Department of the Treasury 23-Mar-09 C Petro-Canada Energy, Mining Suncor Energy Inc 0.8 2.9 6.2 34.8% 18,400 & Utilities 4-May-09 C Liberty TMT The DirecTV Group Inc - 15,519 Entertainment Inc 19-Mar-09 C IndyMac Federal Financial MSD Capital LP; J.C n/a n/a - 13,900 Bank FSB Services Flowers & Co LLC; Stone Point Capital LLC; Paulson & Co Inc; Soros Strategic Partners LP; and Silar Advisors LP C = Completed; P = Pending; L = Lapsed Source: mergermarket

Top 5 North American announced deals of the month (JANuary 2010)

Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia Deal value Revenue EBITDA P/E 1-day ($m) before 19-Jan-10 P The Williams Energy, Mining Williams Partners LP The Williams - 11,750 Companies Inc & Utilities Companies Inc (certain gas pipeline and domestic midstream businesses) 5-Jan-10 P Kraft Foods (frozen Consumer Nestle SA Kraft Foods Inc 1.8 12.5 - 3,700 pizza business) 18-Jan-10 P Brink's Home Industrials & Tyco International Ltd 35.3% 1,838 Security Holdings Inc Chemicals 14-Jan-10 P Bare Escentuals Inc Consumer Shiseido Company 39.9% 1,807 Limited 20-Jan-10 P NB Power (7 Energy, Mining Hydro Quebec NB Power - 1,752 hydroelectric facilities & Utilities International Inc and 2 diesel peaking units) C = Completed; P = Pending; L = Lapsed Source: mergermarket

Monthly M&A Insider 21 Top deals & Expected deals

Pipeline of North American expected deals NORTH AMERICA

Situation Target company Sector Potential bidder Financial Seller Market cap/ Comments company adviser to bidder company est. value (B); target (T); ($m) seller (S) Expected Deal Ivanhoe Mines Energy, Mining BHP Billiton (T)Citigroup; 7,090 Rio was tipped as the most likely bidder & Utilities Plc, Rio Tinto Hatch of the Vancouver-based copper and Plc, Xstrata Plc, Corporate metals miner as a result of its recent joint Vale SA, or Teck Finance venture with Ivanhoe, where it committed Resources US$388m to Ivanhoe to increase its stake to 19.7% from 9.5%. It also has the option to acquire up to 43.1% of Ivanhoe’s shares under fixed price options, with a right to further increase that interest to 46.65% through on-market purchases. Ivanhoe Mines announced Wednesday it had hired Citigroup and Hatch Corporate Finance to assess strategic options. Expected Deal Interactive Data Business Undisclosed (S)Goldman Pearson Plc 2,401 The Interactive Data Corporation (NYSE:IDC) Corporation Services Bidder Sachs auction process is on a fast track, and first round bids are expected to be due within the first two weeks of February, sources close to the discussions said. Expected Deal Argon St Inc Defence Undisclosed (T)Stone Key 535 Argon ST (NASDAQ:STST), the defense Bidder Partners company exploring strategic alternatives with advisor Stone Key Partners, is yet to have solicited formal interest from bidders, claimed several industry sources following the situation. All of the industry sources noted Argon is trading significantly above its unaltered stock price, shrinking the potential for a significant deal premium.

Monthly M&A Insider 22 League tables

Top 20 financial advisers – NORTH AMERICA NORTH AMERICA value volume

Y/E House Value Deal Y/E House Value Deal 31-Dec-2009 ($m) count 31-Dec-2009 ($m) count 1 Goldman Sachs 373,630 139 1 Goldman Sachs 373,630 139 2 Morgan Stanley 351,032 120 2 JPMorgan 286,979 125 3 JPMorgan 286,979 125 3 Morgan Stanley 351,032 120 4 Citigroup 236,679 79 4 Bank of America Merrill Lynch 203,530 99 5 Barclays Capital 234,323 57 5 Credit Suisse 107,391 98 6 Bank of America Merrill Lynch 203,530 99 6 UBS Investment Bank 90,563 81 7 Evercore Partners 175,828 23 7 Lazard 91,322 80 8 Deutsche Bank 107,737 75 8 Citigroup 236,679 79 9 Credit Suisse 107,391 98 9 Houlihan Lokey 31,532 76 10 Lazard 91,321 80 10 Deutsche Bank 107,737 75 11 UBS Investment Bank 90,563 81 11 RBC Capital Markets 55,489 69 12 Blackstone Group 70,158 22 12 Barclays Capital 234,323 57 13 Greenhill & Co 66,579 22 13 Rothschild 57,093 48 14 Rothschild 57,093 48 14 Jefferies & Company 50,135 41 15 RBC Capital Markets 55,489 69 15 KPMG 8,852 40 16 Jefferies & Company 50,135 41 16 BMO Capital Markets 8,566 37 17 AlixPartners 48,896 8 17 Macquarie Group 10,443 35 18 Centerview Partners 39,093 5 18 CIBC World Markets 29,044 32 19 Royal Bank of Scotland Group 32,866 16 19 Scotia Capital 11,889 32 20 Houlihan Lokey 31,532 76 20 PricewaterhouseCoopers 4,814 32 Source: mergermarket Source: mergermarket

Y/E House Value Deal Y/E House Value Deal 31-Dec-2009 ($m) count 31-Dec-2009 ($m) count 1 Skadden Arps Slate Meagher & Flom 321,808 135 1 Jones Day 19,034 168 2 Cravath Swaine & Moore 293,682 52 2 Latham & Watkins 151,771 151 3 Cleary Gottlieb Steen & Hamilton 225,002 79 3 Skadden Arps Slate Meagher & Flom 321,808 135 4 Davis Polk & Wardwell 222,664 62 4 Kirkland & Ellis 17,763 117 5 Sullivan & Cromwell 205,597 64 5 DLA Piper 10,982 114 6 Simpson Thacher & Bartlett 198,976 72 6 Blake, Cassels & Graydon 116,840 90 7 Weil Gotshal & Manges 162,257 79 7 Baker & McKenzie 23,777 86 8 Wachtell, Lipton, Rosen & Katz 155,800 41 8 Dewey & LeBoeuf 141,124 84 9 Shearman & Sterling 152,070 72 9 Cleary Gottlieb Steen & Hamilton 225,002 79 10 Latham & Watkins 151,771 151 10 Weil Gotshal & Manges 162,257 79 11 Dewey & LeBoeuf 141,124 84 11 Wilson Sonsini Goodrich & Rosati 66,161 79 12 Clifford Chance 119,988 55 12 Osler, Hoskin & Harcourt 101,058 77 13 Blake, Cassels & Graydon 116,840 90 13 Cooley Godward Kronish 10,291 74 14 Cadwalader, Wickersham & Taft 116,277 7 14 Simpson Thacher & Bartlett 198,976 72 15 Debevoise & Plimpton 116,097 45 15 Shearman & Sterling 152,070 72 16 Paul Weiss Rifkind Wharton & Garrison 114,236 54 16 O'Melveny & Myers 9,874 65 17 Freshfields Bruckhaus Deringer 113,290 47 17 Sullivan & Cromwell 205,597 64 18 Osler, Hoskin & Harcourt 101,058 77 18 Gibson Dunn & Crutcher 57,984 63 19 Covington & Burling 100,975 24 19 Davis Polk & Wardwell 222,664 62 20 Stikeman Elliott 91,645 62 20 Stikeman Elliott 91,645 62 Source: mergermarket Source: mergermarket

Monthly M&A Insider 23 League tables

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

Y/E House Value Deal Y/E House Value Deal 31-Dec-2009 ($m) count 31-Dec-2009 ($m) count 1= Stone Point Capital 13,900 1 1 Platinum Equity 94 6 1= Soros Strategic Partners 13,900 1 2 Marlin Equity Partners 43 6 1= MSD Capital 13,900 1 3 TPG Capital 5,470 5 1= J.C Flowers & Co 13,900 1 4 Golden Gate Capital 528 5 5 TPG Capital 5,470 5 5 Patriarch Partners 125 4 6 Canada Pension Plan Investment Board 5,057 1 6 ABS Capital Partners 99 4 7 Blackstone Group 3,200 3 7 Wayzata Investment Partners 92 4 8 General Atlantic 2,800 3 8 Milestone Partners 31 4 9 Apollo Management 2,662 2 9 Catterton Partners - 4 10 Advent International 2,223 3 10 Blackstone Group 3,200 3 Source: mergermarket Source: mergermarket

The private equity buyout activity tables by value and volume are based on private equity firms advising the bidder on buyout deals where the dominant geography of the target company is USA and Canada The tables by value and volume have been run from 01 January 2009 to 31 December 2009 and exclude lapsed and withdrawn deals

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

Y/E House Value Deal Y/E House Value Deal 31-Dec-2009 ($m) count 31-Dec-2009 ($m) count 1 Blackstone Group 3,320 2 1 Benchmark Capital 1,578 10 2 Sequoia Capital 2,363 7 2 Intel Capital 361 9 3 Accel Partners & Co 1,723 7 3 Sequoia Capital 2,363 7 4 Benchmark Capital 1,578 10 4 Accel Partners & Co 1,723 7 5 Kleiner Perkins Caufield & Byers 1,401 5 5 New Enterprise Associates 1,305 6 6 New Enterprise Associates 1305 6 6 TA Associates 788 6 7 Vestar Capital Partners 1300 1 7 American Capital 571 6 8 Delphi Ventures 1202 3 8 US Venture Partners 418 6 9 Apax Partners 930 2 9 Kleiner Perkins Caufield & Byers 1,401 5 10 GTCR Golder Rauner 900 3 10 Warburg Pincus 407 5 Source: mergermarket Source: mergermarket

The private equity exit activity tables by value and volume are based on private equity firms advising the vendor on exit deals where the dominant geography of the target company is USA and Canada The tables by value and volume have been run from 01 January 2009 to 31 December 2009 and exclude lapsed and withdrawn deals

Monthly M&A Insider 24 Trend graphs

North American M&A quarterly trend NORTH AMERICA

value volume

600,000 1,400

500,000 1,200

1,000 400,000

800 300,000 alue ( $ m)

V 600 olume of deals V 200,000 400

100,000 200

North American M&A quarterly mid-market trend

value volume

40,000 600

35,000 500

30,000

400 25,000

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

10,000

100 5,000

Moving average trend line

Monthly M&A Insider 25 Trend graphs

North American M&A quarterly private equity trend NORTH AMERICA

value volume

225,000 275

200,000 250

225 175,000 200 150,000 175

125,000 150

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

75 50,000 50 25,000 25

North American buyouts North American buyouts

North American exits North American exits

North American M&A Sector Breakdown Y/E 2009

value volume

0.7% 0.5% 0.7% 0.2% 0.3% 1.7% 0.6% 0.7% 10.8% 2.8% 3.5% Industrials & Chemicals Industrials & Chemicals 18% TMT Financial services Industrials & Chemicals Financial services 9.4% 24.8% 12.0% Business services Financial services Business services

Consumer Energy, Mining & Utilites Consumer

Energy, Mining & Utilites Business services Energy, Mining & Utilites 9.4% 5.7 % TMT 15.7% Consumer TMT

Leisure Pharma, Medical & Biotech Leisure 4.8% 5.8% Transportation Leisure Transportation 1.3% Pharma, Medical & Biotech 12.1% Construction Pharma, Medical & Biotech

Construction Transportation Construction 13.4% 12.9% Agriculture Real Estate Agriculture 19.8% 12.6% Real Estate Defence Real Estate

Defence Agriculture Defence

Monthly M&A Insider 26 Trend graphs

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

1,000 3,000

900 2,500 800

700 2,000 600 bn) $ 500 1,500 alue ( V 400 Number of deals 1,000 300

200 500 100

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

> $501m > $501m

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

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

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

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

Value not disclosed

Monthly M&A Insider 27 A mergermarket M&A report on EUROPE

H2 2009 has been described as a time of recovery after the credit crunch, and, notably, europe the UK is following this wider trend and is well on the road to revival. The biggest M&A transaction of 2009 in Europe occurred here, with the UK government agreeing to further recapitalise Royal Bank of Scotland in a €28bn deal.

However, M&A activity in Europe over the course of 2009 Meanwhile, the market’s scrutiny over Spanish and remained pretty grim with a decrease of 53.4% in terms of Portuguese public debts may lead to an increase in inbound value and a 34.7% decline in terms of volume in comparison M&A activities in the region, as both governments would to 2008. Deal flow overall was characterised by a high welcome foreign ownership of local businesses to boost number of small-to-medium-sized deals across the region. corporate tax revenues and avoid major private sector insolvencies. Despite this, 2009 witnessed the return of so called ‘mega deals’, albeit in small numbers. Among those the protracted The French M&A-scene is also expected to be busy this year. Kraft/Cadbury deal stands out – a deal which was only M&A practitioners predict consolidation in Financial Services, recently announced after an improved offer from the US Telecom, and the Pharmaceuticals sector. Analysts say that food giant, Kraft, was accepted by the board of the UK cash-rich French corporations are willing to do deals this confectionary company, Cadbury. year after a particularly cautious 2009. One potential deal on the radar is the possibility of BNP Paribas re-bidding Playing host to the two largest deals of the year, the UK was for Societe Generale, a rumour borne out of the fact that also the most active country overall in Europe with regards consolidation in the sector is needed at the moment. to M&A with a 26.7% share in value and a 17.3% in volume in 2009. Looking at the same data, the Financial sector turned However, for cash-strapped companies, finding debt out to be the largest segment in the UK and in the whole financing is still a tall order. Further equity issues are thus of Europe, making up 50.8% and 26.1% of total deal flow in expected, especially by companies, in the Industrials sector. terms of value respectively. As in previous years, the Energy For example, EADS, the Airbus manufacturer, is expected to sector was once again one of the most attractive sectors for make rights issue this year to fuel its growth through M&A. consolidation, making up 26% of total deal flow value. Indeed, three of the top five deals in 2009 were announced in this space; the acquisition of Essent NV by RWE AG, Nuon Energy NV by Vattenfall AB, and a 25% stake in Endesa by Enel came to an aggregated valuation of €26.9bn. Europe 2010: France and Iberia promise to become the region’s focus M&A practitioners are keenly watching the potential bidding war erupting for Cimpor, as three Brazilian groups are lining up to get a hold of the listed Portuguese cement producer. After being disappointed by the relatively lukewarm battle for Cadbury in the UK, Europe is now watching a heated auction mounting in Portugal. Following the announcement of CSN’s €5.6bn tender offer late last year, Votorantim and Camargo Correa made off-market stake acquisitions in Cimpor by early February. Lafarge of France agreed to sell its 17.28% stake in Cimpor in Votorantim for about €727m, whilst Teixeira Duarte of Portugal sold 22.17% to Camargo Correa for €968m.

Monthly M&A Insider 28 Top deals & Expected deals

Top 10 European announced deals for Y/E 31 DEcember 2009 EUROPE

Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia Deal value Revenue EBITDA P/E 1-day before (€m) 3-Nov-09 P Royal Bank of Financial HM Treasury n/a n/a (loss) - 28,469 Scotland Group Plc Services (14.1% stake) 9-Nov-09 C Cadbury Plc Consumer Kraft Foods Inc 2.7 18.2 36.2 10.8% 15,342 20-Feb-09 C Endesa SA (25.01% Energy, Mining Enel SpA Acciona SA 2.7 8.5 18.6 76.0% 11,107 stake) & Utilities 23-Feb-09 C Nuon NV Energy, Mining Vattenfall AB 1.8 14.4 20.7 - 8,500 & Utilities 12-Jan-09 C Essent NV Energy, Mining RWE AG 1.0 - 7,300 & Utilities 19-Jan-09 C Royal Bank of Financial HM Treasury n/a n/a (loss) -8.5% 5,884 Scotland Group Plc Services (29.79% stake) 31-Jul-09 C Grupo Ferrovial SA Construction Cintra Concesiones 0.4 2.1 (loss) -21.5% 5,796 de Infrastructuras de Transporte SA 18-Dec-09 P Cimpor Cimentos Construction Companhia Siderurgica 2.8 9.8 17.4 5.2% 5,629 De Portugal SGPS Nacional SA 20-May-09 C Julius Baer Group Financial Julius Baer Holding AG Julius Baer n/a n/a 17.4 - 5,238 Ltd Services (Shareholders) Holding AG 28-Sep-09 P Solvay Pharma, Abbott Laboratories Solvay SA 1.7 7.3 - 4,500 Pharmaceuticals SA Medical & Biotech C = Completed; P = Pending; L = Lapsed Source: mergermarket

Top 5 European announced deals of the month (january 2010)

Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia Deal value Revenue EBITDA P/E 1-day before (€m) 4-Jan-10 P Alcon Inc (52% Pharma, Novartis AG Nestle SA 9.5% 18,247 stake) Medical & Biotech 5-Jan-10 C NK Russneft OAO Energy, Mining Mikhail Gutseriyev En+ Group Ltd - 4,595 & Utilities (Private Investor) 20-Jan-10 P Areva T&D SA Industrials & Alstom SA; and AREVA SA 2.4 7.0 - 4,090 Chemicals Schneider Electric SA 19-Jan-10 P Cegelec SA Industrials & Vinci SA Qatari Diar - 1,291 Chemicals Real Estate Investment Co 27-Jan-10 P Pets At Home Consumer Kohlberg Kravis Roberts Bridgepoint 2.6 14.8 21.9 - 1,101 Limited & Co Capital Limited C = Completed; P = Pending; L = Lapsed Source: mergermarket

Monthly M&A Insider 29 Top deals & Expected deals

Pipeline of european expected deals EUROPE

Situation Target company Sector Potential bidder Financial Seller Market cap/ Comments company adviser to bidder company est. value (B); target (T); ($m) seller (S) Rumoured Telecom Italia SpA TMT Telefonica 20,005 The Italian government has not given any takeover target favorable opinion to a possible Telecom Italia takeover by Telefonica. The Italian government is about to give clearance to a merger between the two phone companies. The Berlusconi adminstration is likely to put a number of conditions on the merger such as keeping Telecom Italia phone network in Italian hands and a lock-up clause to ensure Italian shareholders will keep a stake in the future merged company. Takeover target SFR SA TMT Vivendi SA Vodafone 7,000 Vivendi, the listed French media and Group Plc telecoms group, is considering acquiring the 44% it does not already own in the mobile phone group SFR, from UK mobile phone giant Vodafone. The interest of Vivendi is public knowledge and several analysts believe that the new Vodafone CEO is more open to selling the shares. However, the two parties have yet to engage in negotiations. The 44% in SFR could be worth between €7bn and €9bn. Rumoured Orlen Lietuva Consumer Lukoil OAO, Polski 3,000 The Polish Treasury would not oppose a sale takeover target TNK-BP Koncern of the Lithuanian oil refinerO rlen Lietuva Holding OAO Naftowy (Mazeikiu Nafta) by the Polish petrochemical Orlen SA, group PKN Orlen should logistic situation of Government Orlen Lietuva not improve. of Lithuania

Monthly M&A Insider 30 League tables

Top 20 financial advisers EUROPE value volume

Y/E House Value Deal Y/E House Value Deal 31-Dec-2009 (€m) count 31-Dec-2009 (€m) count 1 Goldman Sachs 174,781 114 1 Rothschild 57,708 135 2 Morgan Stanley 170,206 103 2 KPMG 12,956 125 3 Credit Suisse 155,249 96 3 Deloitte 9,332 117 4 Lazard 122,085 108 4 Goldman Sachs 174,781 114 5 Citigroup 118,880 60 5 JPMorgan 73,302 111 6 UBS Investment Bank 113,571 105 6 Lazard 122,085 108 7 Deutsche Bank 111,226 69 7 UBS Investment Bank 113,571 105 8 JPMorgan 73,302 111 8 Morgan Stanley 170,206 103 9 Bank of America Merrill Lynch 58,752 55 9 PricewaterhouseCoopers 13,687 101 10 Rothschild 57,708 135 10 Credit Suisse 155,249 96 11 Barclays Capital 47,659 27 11 Ernst & Young 7,193 72 12 Macquarie Group 40,323 12 12 Deutsche Bank 111,226 69 13 Gresham Advisory Partners 39,900 5 13 BNP Paribas 29,581 64 14 Royal Bank of Scotland Group 38,358 43 14 Citigroup 118,880 60 15 Greenhill & Co 38,308 8 15 Bank of America Merrill Lynch 58,752 55 16 BNP Paribas 29,581 64 16 ING 19,639 47 17 Mediobanca 28,287 20 17 M&A International 1,814 44 18 Banca IMI/Intesa Sanpaolo 23,475 24 18 Royal Bank of Scotland Group 38,358 43 19 Banco Bilbao Vizcaya Argentaria 22,252 8 19 Close Brothers Corporate Finance 1,450 43 20 Santander Global Banking and Markets 21,364 15 20 HSBC Bank 15,317 40 Source: mergermarket Source: mergermarket

The financial adviser league tables by value and volume have been run from 01 January 2009 to 31 December 2009 and exclude lapsed and withdrawn deals.T he tables cover all sectors and are based on the geography of either the target, bidder or seller being Europe Top 20 legal advisers value volume

Y/E House Value Deal Y/E House Value Deal 31-Dec-2009 (€m) count 31-Dec-2009 (€m) count 1 Freshfields Bruckhaus Deringer 201,425 171 1 Freshfields Bruckhaus Deringer 201,425 171 2 Linklaters 163,452 166 2 Linklaters 163,452 166 3 Slaughter and May 110,895 59 3 Allen & Overy 35,456 151 4 Clifford Chance 83,388 123 4 CMS 12,413 137 5 Sullivan & Cromwell 72,400 39 5 Clifford Chance 83,388 123 6 Cravath Swaine & Moore 63,939 16 6 DLA Piper 6,743 87 7 Latham & Watkins 61,253 64 7 Herbert Smith/Gleiss Lutz/Stibbe 53,438 83 8 Skadden Arps Slate Meagher & Flom 60,095 44 8 Jones Day 7,290 81 9 Herbert Smith/Gleiss Lutz/Stibbe 53,438 83 9 Baker & McKenzie 9,692 79 10 Allens Arthur Robinson 52,673 12 10 White & Case 9,106 71 11 Davis Polk & Wardwell 47,401 12 11 Lovells 13,260 67 12 Freehills 42,254 13 12 Latham & Watkins 61,253 64 13 Cleary Gottlieb Steen & Hamilton 41,767 54 13 Slaughter and May 110,895 59 14 Blake Dawson 40,778 8 14 Cleary Gottlieb Steen & Hamilton 41,767 54 15 Homburger 37,591 10 15 Eversheds 1,781 51 16 Wilson Sonsini Goodrich & Rosati 35,999 9 16 Loyens & Loeff 7,832 50 17 Allen & Overy 35,456 151 17 Weil Gotshal & Manges 13,970 48 18 Dewey & LeBoeuf 28,634 42 18 Skadden Arps Slate Meagher & Flom 60,095 44 19 Gibson Dunn & Crutcher 27,763 27 19 Norton Rose 10,975 44 20 Uria Menendez 26,710 30 20 Ashurst 5,440 44 Source: mergermarket Source: mergermarket

Monthly M&A Insider 31 League tables

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

Y/E House Value Deal Y/E House Value Deal 31-Dec-2009 (€m) count 31-Dec-2009 (€m) count 1 EQT Partners 2,619 6 1 Lloyds TSB Development Capital 447 12 2 GIC Special Investments 2,240 2 2 AXA Private Equity 2,086 9 3 AXA Private Equity 2,086 9 3 EQT Partners 2,619 6 4 CVC Capital Partners 1,866 2 4 Gimv 202 6 5 Global Infrastructure Partners 1,609 1 5 BLUO SICAV SIF 109 5 6 Index Ventures 1,433 2 6 Advent International 708 4 7= Andreessen Horowitz 1,424 1 7 Barclays Private Equity 475 4 7= Silver Lake Partners 1,424 1 8 HgCapital 454 4 9 Apax Partners 1,080 2 9 Waterland Private Equity Investments 436 4 10 One Equity Partners 927 1 10 Altor Equity Partners 322 4 Source: mergermarket Source: mergermarket

The private equity buyout activity tables by value and volume are based on private equity firms advising the bidder on buyout deals where the dominant geography of the target company is Europe The tables by value and volume have been run from 01 January 2009 to 31 December 2009 and exclude lapsed and withdrawn deals

Activity table of private equity firms on European exits value volume

Y/E House Value Deal Y/E House Value Deal 31-Dec-2009 (€m) count 31-Dec-2009 (€m) count 1 BC Partners 3,500 2 1 3i Group 142 11 2 Apollo Management 3,500 1 2 Arques Industries 134 6 3 Candover Investments 2,894 3 3 Cinven 2240 4 4 Lion Capital 2,354 2 4 N.I. Partners 159 4 5 Blackstone Group Holdings 2,245 1 5 NPM Capital 30 4 6 Cinven 2,240 4 6 Candover Investments 2894 3 7= Caisse de Depot et Placement du Quebec 1,187 1 7 Sofinnova Partners 688 3 7= Crestview Partners 1,187 1 8 Montagu Private Equity 639 3 7= Hellman & Friedman 1,187 1 9 Gimv 576 3 7= New Mountain Capital 1,187 1 10 Inflexion Private Equity Partners 230 3 7= Stone Point Capital 1,187 1 Source: mergermarket 7= Vestar Capital Partners 1,187 1 Source: mergermarket

The private equity exit activity tables by value and volume are based on private equity firms advising the vendor on exit deals where the dominant geography of the target company is Europe The tables by value and volume have been run from 01 January 2009 to 31 December 2009 and exclude lapsed and withdrawn deals

Monthly M&A Insider 32 33 09 Q4 09 Q4 09 Q3 09 Q3 09 Q2 09 Q2 oving Moving average line trend 09 Q1 09 Q1 08 Q4 08 Q4 08 Q3 08 Q3 08 Q2 08 Q2 08 Q1 08 Q1 Monthly M&A Insider Monthly 07 Q4 07 Q4 07 Q3 07 Q3 07 Q2 07 Q2 07 Q1 07 Q1 06 Q4 06 Q4 06 Q3 06 Q3 06 Q2 06 Q2 06 Q1 06 Q1 05 Q4 05 Q4 05 Q3 05 Q3 05 Q2 05 Q2 05 Q1 05 Q1 04 Q4 04 Q4 04 Q3 04 Q3 04 Q2 04 Q2 04 Q1 04 Q1 0 0

800 600 400 200 700 600 500 400 300 200 100

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

Number of deals of Number me olu me olu Number of deals of Number v v 09 09 Q4 Q4 09 09 Q3 Q3 09 09 Q2 Q2 09 09 Q1 Q1 08 08 Q4 Q4 08 08 Q3 Q3 08 08 Q2 Q2 08 08 Q1 Q1 07 07 Q4 Q4 07 07 Q3 Q3 07 07 Q2 Q2 07 07 Q1 Q1 06 06 Q4 Q4 y mid-market trend y trend 06 06 Q3 Q3 06 06 Q2 Q2 06 06 Q1 Q1 05 05 Q4 Q4 05 05 Q3 Q3 05 05 Q2 Q2 05 05 Q1 Q1 04 04 Q4 Q4 04 04 Q3 Q3 04 04 Q2 Q2 04 04 Q1 Q1

0 0 5,000

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

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

€ € m) ( alue V m) ( alue V e valu e valu European M&A quarterl

arterl European M&A qu aphs d gr Tren

EUROPE 11 09 Q4 09 Q3 s 09 Q2 opean buyouts opean exits 09 Q1 es es Eur Eur 08 Q4 e 08 Q3 e e 08 Q2 gy, Mining & Utilities enc ansportation 08 Q1 Industrials & Chemical Consumer TMT Business Servic Financial Servic Ener Pharma, Medical & Biotech Construction Leisur Tr Real estate Agricultur Def Monthly M&A Insider Monthly 07 Q4 07 Q3 07 Q2 07 16.1% Q1 06 Q4 06 Q3 06 Q2 19.4% 12.8% 06 Q1 05 Q4 05 Q3 0.3% 05 Q2 05 Q1 0.9% 04 Q4 04 2.2% Q3 12.1% 3.2% 04 Q2 04 Q1 4.2% 0 50 400 350 300 250 200 150 100

4.7%

9.5% me olu deals of Number me olu 5.8% v 8.6% v 09 Q4 09 Q3 09 Q2 s opean buyouts opean exits 09 Q1 Eur Eur 08 Q4 es es 08 Q3 e 08 Q2 e e 08 Q1 gy, Mining & Utilities enc ansportation 07 Q4 Industrials & Chemical Consumer TMT Business Servic Financial Servic Ener Pharma, Medical & Biotech Construction Leisur Tr Real estate Agricultur Def 07 Q3 07 Q2 07 Q1 06 2.4% Q4 equity trend y private 10.8% 06 Q3 06 Q2 10.2% 06 Q1 kdown Y/E 2009 or Breakdown 26.1% t 05 Q4 05 Q3 05 Q2 5.9% 0.4% 05 Q1 04 Q4 0.1% 04 Q3 5.2% 04 Q2 04 2.6% Q1

0 1.1%

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

4.6%

100,000

€ m) ( alue V 4.7% e valu e valu European M&A Sec

arterl European M&A qu phs gr a d Tren 26%

EUROPE 35 osed H2 2009 H1 2009 lue not discl > €501m €251m-€500m €101m-€250m €15m-€100m €5m-€14.9m Va H2 2008 eland H1 dic y 2008 ance Monthly M&A Insider Monthly Benelux Iberia Ital Other SEE UK & Ir Germany CEE Nor Fr H2 2007 H1 2007 12.5% H2 2006 12.2% 19.1% H1 2006 H2 2005 H1 11.5% 2005 3.3% H2 2004 5.8% H1 2004 0 10.6% 500

3,500 3,000 2,500 2,000 1,500 1,000 7.0% me olu deals of Number me olu v 9.6% v 8.3% H2 2009 H1 2009 > €501m €251m-€500m €101m-€250m €15m-€100m €5m-€14.9m H2 008 eland dic y H1 ance 2008 UK & Ir Germany CEE Nor Fr Benelux Iberia Ital Other SEE H2 2007 H1 2007 11.8% H2 27.8% 2006 H1 2006 10.2% H2 2005 H1 2005 1.9% 4.0% H2 2004 5.6% 5.6% H1 2004

6.0% 50

700 650 600 550 500 450 400 350 300 250 200 150 100

€ bn) ( alue 13.9% V e valu kdown European M&A deal size brea e valu kdown Y/E 2009 GEOGRAPHIC Breakdown European M&A phs gr a d Tren 13.3%

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

Not even the booming Middle East managed to escape the economic crisis of 2009, with M&A Middle E ast & A frica activity dropping significantly throughout the year. The TMT, Industrial and Energy sectors remained relatively active, with the biggest deals in the region coming out of these sectors.

The United Arab Emirates was particularly affected towards African M&A: Nigeria’s busy year the end of the year, when Dubai World admitted in late November they would not be able to pay their creditors M&A activity in Africa dropped 68% and 55% by volume on time. and value, respectively in 2009, with 174 deals valued at $17.4bn, from the previous year. The most active sectors were However, January has already seen an increase in activity Financial Services with 34 deals valued at $3.2bn followed in the region, with deals worth more than $2bn being by the Mining, Telecommunications, Construction and undertaken in the Middle East. In terms of value, 89% of Consumer sectors. TMT was the most active sector in terms these transactions were in the financial services and real of value with $6.4bn counted 15 deals. estate sectors, a trend which is likely to continue throughout 2010. As the hardest hit sectors in 2009, they are likely to be Africa is also increasingly appearing on the radar of the most active this year, particularly with a cash-stricken international players looking to for new markets to do deals Dubai attempting to sell off several assets in order to pay in. Both China Unicom and Telefonica recently expressed its debts. their intention to launch joint investments in Africa. The privatisation of at least 75% of Nigeria’s mobile firm Mtel is An increase in industry consolidation and private equity deals one example of an ongoing sales process that could attract is considered to be very likely, with private equity players foreign bidders. Meanwhile, the European Investment Bank ready to re-enter the market after spending 2009 on the confirmed that it is interested in investing inN igerian banks sidelines. Istithmar, the investment arm of Dubai World, is that were bailed out by the Nigerian Central Bank in 2009. already attracting interest from several private equity groups Naspers, the South African telecom company, might execute for the potential sale of Inchcape Shipping Services. a deal with DST of Russia and Poland’s Nazsa Klasa. The Overall, it is expected the effects of 2009 will continue to South African and London listed mineral exploration firm, an impact on the United Arab Emirates, as the country African Eagle has been in talks with potential strategic continues to recover. This could lead to investors looking investors for its Dutwa nickel project. into other Middle Eastern countries, such as Saudi Arabia. Transactions in telecom, financial services and mining are It is likely that oil and gas will remain a good source of M&A expected to lead the African M&A this year. However, despite within the region, and there may be increased activity in the increasing interest in African assets, particularly from healthcare and education. Asian and Western companies, the outlook on African M&A in 2010 remains gloomy . African assets continue to be viewed as risky since for many foreign investors it is still unknown territory. For M&A to really take off in the region, they need to develop a deep understanding of African local markets coupled with the establishment of strong networks in the region.

While few African countries such as South Africa, Egypt, Morocco and Tunisia are already safe places for M&A, the other countries within the continent remain challenging.

Monthly M&A Insider 36 Top deals & Expected deals

Top 10 Middle east & africa announced deals for Y/E 31 december 2009 Middle E ast & A frica

Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia Deal Revenue EBITDA P/E 1-day before value ($m) 27-Sep-09 C Telecommunication TMT Etemad Mobin 7,798 Company of Iran (50% Development stake) 11-Dec-09 P Egyptian Company TMT France Telecom SA 2.8 6.0 13.1 18.8% 2,944 for Mobile Services (48.97% stake) 2-Nov-09 L Dragon Oil Plc Energy, Mining Emirates National Oil 5.3 6.0 10.4 11.0% 1,876 & Utilties Company Limited 12-Aug-09 C Partner TMT Scailex Corporation Ltd Advent 1.9 5.2 9.7 1.0% 1,827 Communications Investments Pte Company Ltd (51.31% Ltd stake) 25-Oct-09 P Bezeq The Israel TMT 012 Smile. Apax Partners 2.2 6.0 13.4 -6.7% 1,764 Telecommunication Communications Ltd LLP; Arkin Corporation Ltd communications (30.60% stake) Ltd; and Saban Capital Group Inc 18-May-09 L Palestinian TMT Mobile 6.6 14.9 22.1 1,483 Telecommunications Telecommunications Company Plc (56.53% Company K.S.C. stake) 17-Mar-09 C AngloGold Ashanti Energy, Mining Paulson & Co Inc Anglo American 3.9 -5.7% 1,277 Limited (11.30% & Utilties Plc stake) 1-Sep-09 P Medi Telecom SA TMT FinanceCom SA; Fipar Portugal Telecom 2.8 6.4 31.4 1,138 (64.36% stake) Holding; and RMA SGPS SA; and Watanya SA Telefonica Moviles Espana SA 15-Jan-09 C ApexHi Properties Ltd Real Estate Redefine Income Fund 32.7 -5.3% 928 Limited 31-Dec-09 P Samcrete Egypt Construction Samcrete for 747 - Engineers and Engineering Investment Contractors (99.60% stake) C = Completed; P = Pending; L = Lapsed Source: mergermarket

Top 5 Middle east & africa announced deals of the month (january 2010)

Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia Deal Revenue EBITDA P/E 1-day before value ($m) 10-Jan-10 P Qatar Real Estate Real Estate Barwa Real Estate 10.1 30.6% 862 Investment Co Company QSC 18-Jan-10 P Bank Audi SAL - Financial M1 Group Ltd EFG-Hermes Holding 3.4% 450 Audi Saradar Group Services Company (13.95% stake) 8-Jan-10 P Capevin Investments Consumer Remgro Limited; and 11.2 11.2 11.2 -6.4% 158 Ltd (39.40% stake) Zeder Investments Limited 8-Jan-10 P Capevin Holdings Consumer Remgro Limited; and Phetogo Investments 2.4 92.7 13.7 142 Limited (65.10% Zeder Investments (Proprietary) Limited stake) Limited 12-Jan-10 P Crown Flour Mills Consumer Olam International 87 Limited (99.50% Limited stake) C = Completed; P = Pending; L = Lapsed Source: mergermarket

Monthly M&A Insider 37 Top deals & Expected deals

Pipeline of Middle east & africa expected deals Middle E ast & A frica

Situation Target company Sector Potential bidder company Financial Seller company Market Comments adviser to bidder cap/ est. (B); target (T); value ($m) seller (S) Expected deal Qatar Telecom TMT Apax Partners LLP; The Qatar Telecom 6,154 Qatar Telecommunications Co (telecom tower Abu Dhabi Investment QSC (Qtel) is actively looking into business) Company; Quippo selling some of its telecom tower Telecom Infrastructure assets, a company source said. Limited; GTL Infrastructure Limited; and New Silk Route Expected deal Inchcape Shipping Transportation Cinven Limited; Istithmar World 700 Inchcape Shipping Services put Services Limited Kohlberg Kravis Capital up for sale by Istithmar with USD Roberts & Co; 700m asking price; private equity Charterhouse groups interested Capital Partners LLP; TPG Capital LP; Advent International Corporation Expected deal Dutwa Nickel Mine Energy, Mining Not disclosed African Eagle 450 African Eagle, the London and & Utilities Resources Plc Johannesburg-listed diversified mineral exploration company, has been in talks with potential strategic partners for its Dutwa nickel project, said operations director Chris Davies. Expected deals based on confirmed announcements by companies involved

Monthly M&A Insider 38 League tables

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

Y/E House Value Deal Y/E House Value Deal 31-Dec-2009 ($m) count 31-Dec-2009 ($m) count 1 Morgan Stanley 11,245 11 1 Deutsche Bank 8,757 12 2 Deutsche Bank 8,757 12 2 Morgan Stanley 11,245 11 3 Goldman Sachs 7,627 9 3 JPMorgan 4,448 11 4 Bank of America Merrill Lynch 7,253 10 4 Bank of America Merrill Lynch 7,253 10 5 UBS Investment Bank 6,798 9 5 Goldman Sachs 7,627 9 6 HSBC Bank 6,514 9 6 UBS Investment Bank 6,798 9 7 Rothschild 5,519 9 7 HSBC Bank 6,514 9 8 Credit Suisse 4,672 8 8 Rothschild 5,519 9 9 Citigroup 4,607 6 9 Credit Suisse 4,672 8 10 JPMorgan 4,448 11 10 Nedbank Capital 746 8 11 Santander Global Banking and Markets 4,387 2 11 KPMG 247 8 12 RBC Capital Markets 2,316 4 12 Standard Bank Group 906 7 13 Deloitte 1,550 5 13 Citigroup 4,607 6 14 Banco Espirito Santo de Investimento 1,213 5 14 Investec 840 6 15 Java Capital 1,173 3 15 Rand Merchant Bank 641 6 Source: mergermarket Source: mergermarket

Top 15 legal advisers – Middle east & africa value volume

Y/E House Value Deal 31-Dec-2009 ($m) count Y/E House Value Deal 31-Dec-2009 ($m) count 1 Shearman & Sterling 15,257 11 1 Werksmans 981 22 2 Freshfields Bruckhaus Deringer 9,150 9 2 DLA Cliffe Dekker Hofmeyer 1,484 20 3 Skadden Arps Slate Meagher & Flom 4,905 3 3 Edward Nathan Sonnenbergs 2,667 18 4 Allen & Overy 4,777 13 4 Allen & Overy 4,777 13 5 Binder Groesswang Rechtsanwaelte 4,682 3 5 Shearman & Sterling 15,257 11 6 Gomez-Acebo & Pombo Abogados 4,387 2 6 Freshfields Bruckhaus Deringer 9,150 9 7 Clifford Chance 4,067 7 7 Latham & Watkins 3,536 9 8 Debevoise & Plimpton 4,040 2 8 Clifford Chance 4,067 7 9 WongPartnership 3,980 4 9 Baker & McKenzie 3,663 7 10= Shook Lin & Bok Singapore 3,861 2 10 Linklaters 2,389 7 10= Uria Menendez 3,802 1 11 Gide Loyrette Nouel 2,098 6 12 Bae Kim & Lee 3,796 1 12 Dewey & LeBoeuf 614 6 13 Shin & Kim 3,796 1 13 Weil Gotshal & Manges 3,465 5 14 Allen & Gledhill 3,717 2 14 Herbert Smith/Gleiss Lutz/Stibbe 1,891 5 15 Baker & McKenzie 3,663 7 15 Webber Wentzel 911 5 Source: mergermarket Source: mergermarket

The legal adviser league tables by value and volume have been run from 01 January 2009 to 31 December 2009 and ludes lapsed and withdrawn deals. The tables cover all sectors and are based on the geography of either the target, bidder or seller being The Middle East & Africa.

Monthly M&A Insider 39 League tables

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

Y/E House Value Deal Y/E House Value Deal 31-Dec-2009 ($m) count 31-Dec-2009 ($m) count 1 Apax Partners 624 1 1 Investcorp 210 2 2 Actis Capital 244 1 2 RMB Corvest 198 2 3 Investcorp 210 2 3 Aureos Capital 27 2 4 Eastgate Capital Group 210 1 4 Apax Partners 624 1 5 RMB Corvest 198 2 5 Actis Capital 244 1 6= Citigroup Venture Capital Equity Partners 140 1 6 Eastgate Capital Group 210 1 6= Helios Investment Partners 140 1 7= Citigroup Venture Capital Equity Partners 140 1 8 Vector Capital Corporation 129 1 7= Helios Investment Partners 140 1 9 Kuwait Finance House 52 1 9 Vector Capital Corporation 129 1 10 Marlow Capital 40 1 10 Kuwait Finance House 52 1 Source: mergermarket Source: mergermarket

The private equity buyout activity tables by value and volume are based on private equity firms advising the bidder on buyout deals where the dominant geography of the target company is The Middle East & Africa. The tables by value and volume have been run from 01 January 2009 to 31 December 2009 and exclude lapsed and withdrawn deals.

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

Y/E House Value Deal Y/E House Value Deal 31-Dec-2009 ($m) count 31-Dec-2009 ($m) count 1 Apax Partners 1,764 2 1 Apax Partners 1,764 2 2 Saban Capital Group 1,764 1 2 Sequoia Capital 20 2 3 York Capital Management 624 1 3 Saban Capital Group 1,764 1 4 GCC Energy Fund 252 1 4 York Capital Management 624 1 5= Carmel Ventures 136 1 5 GCC Energy Fund 252 1 5= Draper Fisher Jurvetson 136 1 6= Carmel Ventures 136 1 7= EFG-Hermes 85 1 6= Draper Fisher Jurvetson 136 1 7= Tiger Global Management 85 1 8= EFG-Hermes 85 1 9 First Israel Mezzanine Investors Fund 76 1 8= Tiger Global Management 85 1 10 Haykala Investment Managers 46 1 10 First Israel Mezzanine Investors Fund 76 1 Source: mergermarket Source: mergermarket

The private equity exit activity tables by value and volume are based on private equity firms advising the vendor on exit deals where the dominant geography of the target company is The Middle East & Africa. The tables by value and volume have been run from 01 January 2009 to 31 December 2009 and exclude lapsed and withdrawn deals.

Monthly M&A Insider 40 Trend graphs

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

value volume

35,000 140

30,000 120

25,000 100

20,000 80 alue ( $ m)

V 15,000 60 olume of deals V

10,000 40

5,000 20

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

value volume

6,000 80

70 5,000

4,000 50

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

V 30 2,000

1,000 10

Moving average trend line

Monthly M&A Insider 41 Trend graphs

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

value volume

7,000 20

18 6,000 16

5,000 14

12 4,000

10 alue ( $ m)

V 3,000 Number of deals 8

2,000 6

4 1,000 2

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

Middle east & africa M&A Sector Breakdown Y/E 2009

value volume

0.8% 0.5% 1.8% 1.8% 0.4% 0.1% 2.5% 1.5% 5.0% 3.6% 0.6% 14.6% Financial Services 17.6% Financial Services 4.3% 3.4% TMT TMT 4.3% 4.4% Industrials & Chemicals Industrials & Chemicals

Energy, Mining & Utilites 5.4% Energy, Mining & Utilites

Consumer Consumer 11.0% Construction 5.8% 17.3% Construction

Business Services Business Services 2.3% Pharma, Medical & Biotech Pharma, Medical & Biotech 11.9% Real Estate Real Estate

Leisure Leisure 53.9% Agriculture 12.9% Agriculture 12.2% Transportation Transportation

Defence Defence

Monthly M&A Insider 42 Trend graphs

Middle east & africa M&A GEOGRAPHIC BREAKDOWN Y/E 2009 Middle E ast & A frica value volume

0.9% 1.1% 0.7% 1.3% 1.2% 3.2% 13.6% 1.7% Iran South Africa 1.9% 22% 1.4% Israel 3.3% 1.4% Israel 1.8% South Africa 32.6% Egypt 6.0% 1.8% Egypt 1.8% United Arab Emirates Morocco 1.8% Saudi Arabia

United Arab Emirates 2.2% Kuwait

Kenya 3.2% 17.1% Morocco Saudi Arabia 3.9% Kenya 20.6% Kuwait Oman 6.1% Angola Jordan 19.7% Mali 8.6% Congo, the Democratic 19.1% Republic of Oman Angola Nigeria Nigeria Other Other

Middle east & africa M&A DEAL SIZE BREAKDOWN

value volume

60 250

50 200

40 150

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

50 10

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

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

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

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

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

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

Value not disclosed

Monthly M&A Insider 43 The following notes pertain to data contained in this publication: • Deals are included where the deal value is greater than or equal to EUR5m. • Where no deal value has been disclosed, deals are included if the turnover of the target is greater than or equal to EUR10m. • Deals are included in the graphs and Top Deals in each section based on the dominant geography and dominant sector of the target company. Data underlying the League Tables are based on deals where the bidder, target or parent geography of either is that of the geography in focus. • Y/E 2009 refers to the period 01 January 2009 to 31 December 2009.

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