M&A Yearbook, 2014 Edition

M&A Yearbook 2014 Edition

KPMG’s overview of mergers and acquisitions in Switzerland in 2013 and outlook for 2014 2 | M&A Yearbook – 2014 Edition

Caveat

This study is based on the University of St. Gallen’s M&A DATABASE and KPMG desktop research, focusing on deals announced in 2013 but also providing historical data drawn from previous editions of the Yearbook. The consideration of individual transactions and their allocation to specific industry segments are based on our judgment and are thus subjective. We have not been able to extensively verify all data and cannot be held responsible for the absolute accuracy and completeness thereof. Analysis of different data sources and data sets may yield deviating results. Historical data may differ from earlier editions of this Yearbook as databases are updated retroactively for lapsed deals or for transactions that were not made public at that given time; we have also aligned some of the selection parameters and industry segmentation more closely to those applied by the M&A DATABASE, which can also lead to differences in historical data representation. The following notes pertain to data contained in this M&A Yearbook: • Deals are included where the deal value is equal to or greater than the equivalent of USD7 million • Value data provided in the various charts represents the aggregate value of the deals for which a value was stated. Please note that values are disclosed for approximately 50% of all deals • Where no deal value was disclosed, deals are included if the turnover of the target is equal to or greater than the equivalent of USD14 million • Deals are included where a stake of greater than 30% has been acquired in the target. If the stake acquired is less than 30%, the deal is included if the value is equal to or exceeds the equivalent of USD140 million • Deals are included in their respective industry sections based on the industry of the target business • All deals included have been announced but may not necessarily have closed • Activities excluded from the data include restructurings where ultimate shareholders’ interests are not affected

The M&A REVIEW and the M&A DATABASE are two valuable sources of merger & acquisition information from the Institute of Management at the University of St. Gallen.

The M&A REVIEW is a professional monthly journal founded in 1990 by Prof. Günter Müller-Stewens and deals with company takeovers and mergers, divestments and strategic alliances in Germany, Austria and Switzerland. The M&A REVIEW has two parts. The first part contains articles from M&A experts. These articles cover a wide range of M&A topics such as Strategy & Visions, Law & Taxes, Valuation & Capital Markets and Industry Specials. In addition, reviews of M&A developments in Switzerland, Austria and worldwide appear regularly. The second part of the M&A REVIEW systematically tracks M&A transactions in 18 sectors, from Energy to Automotive and from Financial Services to Media. The transactions are summarized by sector experts of the University of St. Gallen.

The M&A DATABASE contains more than 70,000 transactions in Germany, Austria and Switzerland since 1985. For each deal data about the buyer, the seller and the target (such as sales and number of employees) is recorded. Additional data about the transactions (size of the investment, purchase price, direction of the transaction, type) is provided. For a better analysis and for the building of sector statistics the University of St. Gallen uses an own industry code parallel to the NACE code. Impressum Sources of the M&A DATABASE are press Designed and produced by KPMG AG, Switzerland reports, which are screened and entered into Publication name: M&A Yearbook – 2014 Edition the database on a daily basis. Contacts with Publication date: January 2014 financial investors and companies allow the Order number: E-KP049-G3 database to be completed. [email protected] M&A Yearbook – 2014 Edition | 3

Contents

M&A Yearbook – 2014 Edition KPMG’s overview of mergers & acquisitions in Switzerland in 2013 and outlook for 2014

Overview Page Number Introduction 5 M&A Market Press Headlines 6 Deal Trends / Executive Summary 8 Industry Tables 14

Industries Chemicals 16 Commodities 18 Consumer Markets 20 Financial Services 22 Industrial Markets 24 Pharmaceuticals & Life Sciences 26 Power & Utilities 28 Private Equity 30 Technology, Media & Telecommunications 32 Other Industries 34

Focus Topics Levelling off: the price trend for Swiss investment property plateaus 36 The Suisse Romande: transforming through M&A 38

Appendix List of 2013 Swiss M&A Transactions 41 M&A Group 54 Tombstones 56

Impressum Designed and produced by KPMG AG, Switzerland Publication name: M&A Yearbook – 2014 Edition Publication date: January 2014 Order number: E-KP049-G3 [email protected] “… M&A remains at the heart of business strategy.” M&A Yearbook – 2014 Edition | 5

Strategic reviews begin to yield actions

A long-term strategy is central to effective competition. A determined view of where we wish to be and how we plan to get there shapes our individual moves and tactics.

Anticipating future developments is especially difficult in a constantly changing setting, such as the persistent instability and uncertainty in Switzerland’s major markets, though there are strong signs of stability returning.

Stefan Pfister Many major Swiss corporates have spent the past couple of years undertaking Partner, Head of Advisory extensive strategic reviews, streamlining existing portfolios in line with longer-term T: +41 58 249 54 16 goals. Indeed, knowing which pieces to sacrifice and when to do so can be critical E: [email protected] to securing future prospects. The Swiss Industrials, Chemicals and Pharmaceuticals sectors in particular have seen major players shedding non- essential assets to position themselves for success in their core businesses.

Following a period in which many shifted their sights to opportunities in the world’s largest high growth market, China, even this market is experiencing a slowdown that is impacting Swiss industries such as luxury goods and watches. While the high growth economies remain a key area of focus, relatively few Swiss players are in a position to seize M&A opportunities there.

As corporates and financial investors alike plan their next moves and anticipate changes to the commercial, regulatory and macro-economic landscape, M&A remains at the heart of business strategy. Now, perhaps more than ever, thoroughly considered, well-planned actions are vital if the benefits of recent portfolio optimization and rationalization efforts are to be maintained.

Our 8th annual review of Swiss Mergers & Acquisitions looks at the industries that have been undergoing the greatest strategic shifts, and considers the impacts of business model changes on M&A strategies and ambitions. We trust you will find this review useful and informative in shaping your own view of long-term positioning in an increasingly checkered, global market.

Stefan Pfister Partner, Head of Advisory M&A Market Press Headlines

Finanz und Wirtschaft, 14 Aug 2013 Window is open for IPOs International: IPO activities are on the rise. Private shareholders are advised to follow a few rules of conduct.

Finanz und Wirtschaft, 15 Jan 2013 NZZ, 2 Dec 2013 Leaders still too hesitant for M&A boom: Acquisitions only at premium prices acquisitions about to end. While this may be “Stock market professionals” the case, there are also experts Some bankers are enduring it with stoicism, make jokes about… who only make acquisitions at others are disappointed. Yet there is one thing inexperienced investors from peak prices – and when they that they all agree on: Acquisition activities – time to time. Whenever they do, they buy all of a company’s M&A in professional jargon – are not picking start buying stock, that is a stocks. up momentum because executives are shying warning sign that the boom is away from the risks.

Basler Zeitung, 27 Feb 2013 Finanz und Wirtschaft, 30 Mar 2013 Buffett opens Tenacious M&A blockade in hunting season for Switzerland business seems to be picking companies Hopes of an increase in up in other Western European US investor Warren Buffett is convinced acquisition activity in countries. that the economy is picking up, particularly Switzerland are dashed on that of his home country. Buffett … has a regular basis. Meanwhile, announced large-scale acquisitions.

NZZ, 1 Jun 2013 Six “M&A waves” in history – no acquisition fever despite stock boom waves. Despite the fact that stock prices are at record highs, Historically speaking, corporate merger and acquisition no seventh “M&A wave” is currently in sight. trends have usually developed in parallel to stock market trends, coming in waves. So far there have been six of these M&A Yearbook – 2014 Edition | 7

Handelszeitung, 8 Oct 2013 Mergers: Lower value, more transactions Contradictory developments were seen in Switzerland’s mergers and acquisitions market from July to September: While the number of transactions conducted went up, the value of those transactions dropped considerably over the previous quarter.

Finanz und Wirtschaft, 30 Mar 2013 M&A volume disappointing Finanz und Wirtschaft, 27 Sept 2013 M&A volume disappointing – Despite the announcement of three acquisitions worth billions – Heinz, The merger carousel is Dell and Virgin Media – volumes spinning slowly M&A business is stagnating. in the mergers and acquisitions Despite the fact that many This is attributed to European business (M&A) remained modest. companies around the world companies’ reluctance to According to preliminary figures have large cash reserves and conduct global transactions. from Dealogic, global M&A are capable of presenting volumes rose 2% to USD596 billion healthy balance sheets, the in a year-on-year comparison.

NZZ, 16 Apr 2013 Bidding war over mobile telecommunications provider Sprint – merger fever in America’s telecommunications market another notch in America’s consolidating C. H. New York – Tension in the race for the telecommunications market. last remaining acquisition candidates has risen

NZZ, 19 Feb 2013 US acquisition carousel – The Finanz und Wirtschaft, 4 Oct 2013 company hunters are back on Revival in M&A the prowl business Companies are currently selling somewhat, many companies A string of acquisition offers has hit the like hotcakes in the US. As are venturing back into weighty headlines over the past few days. The the political and economic acquisitions. basic conditions are right for bigger deals. environment have stabilized Companies are investing in growth. Deal Trends / Summary Executive Summary

2013 was a tricky year for Swiss M&A. A year of falling deal volumes and generally smaller transactions in which the largest acquisition amounted to less than USD3 billion was bound to disappoint many observers. This especially following on the heels of some huge deals in prior years: Glencore / Xstrata in 2012, Johnson & Johnson / Synthes in 2011 and Novartis / Alcon in 2010. It was never going to be easy. Amid ongoing market uncertainties in the Eurozone and the US, concerns over a slowdown in Chinese growth and a stubbornly strong Swiss franc, risk aversion prevailed and many dealmakers believed 2013 was no time to take a Patrik Kerler gamble. Partner, Head of M&A T: +41 58 249 42 02 Reorganizing for growth E: [email protected] Yet, as ever, one must scratch beneath the surface to find the true story, which is one of considerable restructuring and extensive planning for future expansion. Many Swiss sectors have undergone a long period of introspection, reviewing portfolios and identifying non-core or under-performing assets to sell. This is notable in, but not confined to, Industrials, Chemicals, Pharmaceuticals and Financial Services. Observe the various divestments by Clariant over 2012 and 2013, and the sizeable disposal by Novartis this past year of its blood transfusion diagnostics business. While corporate leaders continued to scan growth opportunities, acquisitions were typically restricted to entities that fitted their core competencies and strengthened their core businesses.

Perhaps Switzerland’s newest high profile industry, Commodity trading, is similarly undergoing substantial change. Market participants are investing management time adjusting their M&A strategies to shore up thinning trading margins. The focus of many trading houses has shifted to vertical integration such as securing raw material supplies and distribution facilities and infrastructure. In this, the sector actually remains a strong source of outbound acquisition activity.

A return to easier financing M&A plans are being helped by a growing ease of securing funding. Corporate restructuring and disposals have freed up capital while banks are becoming once again more favourable to deal financing. 2013 also saw successful fund-raising rounds by a number of Switzerland’s largest Private Equity houses, indicating positive investor sentiment. As stock markets continue to rise, in many cases to record highs, transaction multiples are also on the increase.

We may therefore view 2013 as a year of preparation in which a high proportion of M&A activity was of selected deals to strengthen core businesses and to position Swiss players to carry out their expansion plans. M&A Yearbook – 2014 Edition | 9

Outlook for 2014 We expect the coming year to produce a moderate increase in M&A activity. Deal financing may continue to become more accessible if markets stabilize and uncertainties reduce. Many Swiss corporates and Private Equity houses are sitting on undeployed capital that they may be impatient, though not desperate, to utilize.

As valuations continue to increase, however, there is a danger of a correction in stock markets creating a negative influence on M&A activity and confidence levels.

Bank on consolidation Watch the private banking space closely. Long-awaited consolidation in the sector is finally taking off, with the number of private banks holding Swiss banking licences falling from 171 in 2009 to 141 in 2013. Larger players continue to expand in line with their global ambitions, while mid-sized players seek to strengthen their positions by building scale. At the same time, we expect to see more private banks exiting the market by bringing forward succession plans or following Banks Frey and Wegelin into liquidation as more difficult market conditions combine with the outcomes of the US Tax Program and EU taxation-related discussions to severely impact business models of smaller players in particular.

Refocusing in slowing markets Falling demand growth in some of the major markets such as China will make life more uncertain for the Swiss luxury goods and precision engineers. The ongoing importance of key high growth markets should not be under-estimated, however. Demand for Swiss quality products and services remains high and is expected to continue so. Expectations and forecasts may be more tempered than in the past but they remain considerable. 2014 is likely to see many players continuing to take a long, hard look at their operations, adjusting their strategies to deal with this new reality and from where they expect future customer growth to come.

As Swiss businesses make ongoing efforts to move closer to their customers, we will see maintained interest in acquiring on a truly global stage. A primary hurdle will remain the scarcity of available targets in high growth economies. Secondly, what Swiss dealmakers consider to be excessive price tags on businesses for sale. Many of the larger, more established Swiss brands will most likely devote greater attention to Greenfield investments.

2014: growth amid complexity Overall, 2014 should prove an active year characterized by complex transactions that have been long in the planning. Many sectors globally are showing a greater appetite for M&A and for IPOs, such as the US technology industry. In Switzerland, M&A remains a vital strategy instrument for large corporates.

As portfolio reviews are to a large extent concluded, 2014 may see Swiss firms undertaking mega-deals with the reserves their streamlining activities have released.

Patrik Kerler Partner, Head of Mergers & Acquisitions Summary

Top 10 Swiss M&A transactions 2013

Announced Target Stake Target country Bidder Bidder country Seller Seller country Value date (USDm) Apr 2013 Royal Park 100 Belgium Credit Suisse Group Switzerland Ageas NV; BNP Paribas SA; Belgium; 2,998 Investments NV/SA AG; Lone Star Fund Government of Belgium France; (debt portfolio) VIII (US), L.P. Belgium Jun 2013 SGS SA 15 Switzerland Serena Sarl Belgium EXOR SpA Italy 2,608 (Groupe Bruxelles Lambert SA) Apr 2013 Terminal Investment 35 Netherlands Global Infrastructure United States MSC Mediterranean Switzerland 1,929 Limited SA Partners Shipping Company SA Nov 2013 Novartis AG 100 Switzerland Grifols SA Spain - - 1,675 (Blood transfusion diagnostics unit) Mar 2013 AmerisourceBergen 8 United States Walgreen, Alliance Switzerland - - 1,167 Corp Boots Apr 2013 Power-One Inc 100 United States ABB Ltd Switzerland - - 1,112 Oct 2013 Clermont Mine 50 Australia Glencore Xstrata Switzerland Rio Tinto Limited Australia 1,015 plc; Sumitomo Corporation Oct 2013 MMX Porto Sudeste 65 Brazil Trafigura Beheer B.V. Switzerland MMX Mineracao e Brazil 1,000 Ltda. Metalicos SA Jan 2013 Harry Winston Inc 100 United States Swatch Group SA Switzerland - - 1,000 Jul 2013 Schmolz + 60 Switzerland Renova Group of Russia - - 934 Bickenbach AG Companies

Number and value of deals per year Number and value of deals per quarter

400 140 120 70

350 120 60 Value of deals (USDbn)

Value of deals (USDbn) 100 300 100 50 80 250 80 40 200 60 60 30 150 40 Number of deals

Number of deals 40 20 100 20 50 20 10

0 0 0 0 2007 2008 2009 2010 2011 2012 2013 YTD Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 2010 2011 2012 2013 Number Value (USDbn) Number Value (USDbn) M&A Yearbook – 2014 Edition | 11

Number of deals per industry sector 2013 Split of deals by target/buyer/seller 2011 to 2013

Industrial Markets 180 155 Consumer Markets 160 137 140 126 15% 16% Pharmaceuticals & Life Sciences 3% 120 Technology, Media & 94 100 93 88 6% Telecommunication 84 83 80 73 20% Financial Services 6% 60 Number of deals Chemicals 40 15 13% 20 23 12 10% Commodities 11% 0 Power & Utilities 2011 2012 2013 2011 2012 2013 2011 2012 2013 2011 2012 2013 Swiss buyer/ Swiss buyer/ Foreign buyer/ Foreign buyer/ Other Industries Swiss target Foreign target Swiss target Foreign target (Swiss vendor)

Targets of Swiss acquirers by region 2013 Foreign acquirers by region 2013

1% Switzerland 1% 2% 1% Western Europe 2% 2% Western Europe 1% US & Canada 4% 6%

8% US & Canada 7% Asia-Pacific 41% 7% Asia-Pacific Central/Eastern Europe

Central/Eastern Europe 23% 59% Latin America

Latin America Middle East 35% Middle East Africa

Africa unknown

Volume by deal size 2013 (USD)

400

350

>1 billion 300 501 million – 1 billion 250 251 million – 500 million 200 51 million – 250 million Number of deals 150 50 million or less 100 not disclosed 50

0 2007 2008 2009 2010 2011 2012 2013 Cross-border Deal Flows Summary Western Europe was the main source of M&A involving Swiss businesses in 2013, with a boom in the value of both inbound and outbound transactions. The year also saw growth in the value of Swiss acquisitions in Asia-Pacific and Latin America, with transactions in Australia and Brazil appearing in the top ten deals of 2013. North America remains a key destination for Swiss acquirers, though total deal value was lower in 2013 than the previous year due to the absence of mega-deals.

close up 1 1,617 3,161

US & Canada 4,096 680 325

750 Middle East

2,364 715

Africa

Latin America M&A Yearbook – 2014 Edition | 13 Sweden 76 Bidder Switzerland

United Kingdom 1,015 Netherlands 1,098 Germany Belgium 1,738 3,023 Czech Republic 116 France 433 Italy Target 254 Spain Greece Switzerland 153 434

Sweden 347 close up 1

United Kingdom 473 Russia Asia-Pacific 934 Netherlands 26 Germany Belgium 737 2,608 Luxembourg 64 France Middle East 201 Italy 12 Spain 1,675

close up 2

Central/ Eastern Europe 198

6,143 934

8,260 Bidder Switzerland Western Target Switzerland

Europe Remarks: – Values in USDm – Value of domestic deal flows in Switzerland 1,669 – Data shown on close up 1 and 2 close up 3 reflect the largest cross-border deal flows and are not intended to be comprehensive Industry Tables Summary

Chemicals Commodities

Deal Numbers 67% to 20 deals -55% to 19 deals Deal Values -51% to USD0.6 billion -91% to USD4.8 billion Top Deal 2013 USD0.3 billion – Target: Building Adhesives USD1.0 billion – Target: Clermont Mine (AkzoNobel), Buyer: Sika AG Buyer: Glencore Xstrata plc; Sumitomo Corporation Review 2013 Uptick in activity as expected, but no game- Vertical integration as firms need to enhance changing deals. Portfolio streamlining thinning trading margins. Expanding continued. corporate development teams reflects greater importance of inorganic growth opportunities. Outlook 2014 Continued growth in deal volumes will be Intensifying competition for more visible fed by portfolio reviews coming to fruition assets may give rise to auction processes. and ongoing scale ambitions in high growth A focus on infrastructure and logistics is markets. expected, with a growing financing role for mining and exploration.

Consumer Markets Financial Services

Deal Numbers 47% to 63 deals 32% to 41 deals

Deal Values -80% to USD4.8 billion 14% to USD5.2 billion Top Deal 2013 USD1.0 billion – Target: Harry Winston Inc, USD3.0 billion – Target: Royal Park Buyer: Swatch Group SA Investments NV/SA (debt portfolio), Buyer: Credit Suisse Group AG; Lone Star Fund VIII (US), L.P.

Review 2013 Smaller transactions dominated while Private banks and IAMs remained in focus Swiss players actively pursued their foreign due to ongoing consolidation, while Swiss expansion plans. Re proved especially active. Q4 of 2013 posted the highest number of deals since the end of 2011. Outlook 2014 Luxury Goods will remain in focus, with Liquidations, acquisitions and the sale of strategic reviews leading to potentially client portfolios will drive further reduction significant transactions. in private bank numbers. Consolidation among mid-sized Swiss insurers may start in earnest.

Industrial Markets Pharmaceuticals & Life Sciences

Deal Numbers -31% to 49 deals 107% to 31 deals Deal Values -78% to USD2.8 billion -41% to USD4.6 billion Top Deal 2013 USD1.1 billion – Target: Power-One Inc, USD1.7 billion – Target: Novartis AG (Blood Buyer: ABB Ltd transfusion diagnostics unit), Buyer: Grifols SA

Review 2013 Ongoing portfolio reviews yielded strategic Continued move away from mega-deals disposals on the back of improved earnings towards smaller bolt-on acquisitions and

and market valuations. greater scrutiny of existing portfolios.

Outlook 2014 Well-funded industrials will retain a selective Divestments expected as groups shed approach to M&A but are in a strong position non-core assets, positioning themselves to acquire if attractive targets arise. to invest more heavily in foreign expansion plans. M&A Yearbook – 2014 Edition | 15

Power & Utilities Private Equity Deal Numbers -8% to 11 deals -12% to 58 deals Deal Values -34% to USD0.7 billion -71% to USD6.2 billion Top Deal 2013 USD0.2 billion – Target: Acciona Energy USD1.9 billion – Target: Terminal Investment SA (18 Wind farms), Buyer: Swisspower Limited SA, Buyer: Global Infrastructure Renewables AG Partners Review 2013 Considerable market uncertainty Attractive financing conditions saw contributed to reorganization initiatives and increasing competition between strategic asset impairment charges. and financial buyers and the first taking private of a Swiss company by Private Equity.

Outlook 2014 Ongoing restructuring will yield Moderate growth in deal volumes expected, diversification and acquisitions abroad. as successful 2013 fund-raising suggests Smaller players may cut costs by sharing investor confidence in the Swiss, German back-office functions. and Austrian region.

Technology, Media & Telecommunications Other Industries

Deal Numbers -30% to 35 deals - 39% to 46 deals Deal Values -40% to USD1.0 billion -11% to USD8.6 billion Top Deal 2013 USD0.2 billion – Target: Exacq Technologies USD2.6 billion – Target: SGS SA, Buyer: Serena Inc, Buyer: Tyco International Ltd Sarl (Groupe Bruxelles Lambert SA)

Review 2013 Focus by Swisscom on providing outsourcing Consolidation continued in airport-related services to banks, while upc cablecom services while other serial dealmakers such

pursued consolidation of local cable operators. as SGS remained acquisitive.

Outlook 2014 Financial restructuring in Technology will give Growing optimism means deal activity way to accelerating in vertical integration, is unlikely to slow down in 2014. Airport while consolidation in print media will services will remain a key area of focus. continue.

Remark: The deal number and value deviations in percent refer to the figures of 2012. 16 | M&A Yearbook – 2014 Edition

Chemicals

2013 showed a slight recovery 2013 saw the highest deal volumes since 2007, except for a peak in 2011. Average in deal volumes. Inbound transaction values were down over the two prior years, with all except one deal falling below the USD100 million threshold. This illustrates the main thrust of the activity was driven by Clariant’s year’s activity – selective, smaller transactions while portfolio and core business sale of further business units, reviews are ongoing. while Sika actively acquired Outbound deals dominated the M&A scene. Sika led the charge, with the largest abroad. Streamlining of transaction of the year being its acquisition of AkzoNobel’s building adhesives unit. portfolios and the building of Seen as reinforcing Sika’s position and acting on its global ambitions, this move scale in core businesses is was complemented by three smaller deals. The group acquired Australian wholesaler of steel and synthetic fibers, Radmix Resources, as well as Texsa India, expected to dominate 2014 which manufactures waterproofing membranes, and the UK’s Everbuild Building activity. Products.

Clariant’s divestment program continued apace as it shed some of its non-core assets and announced plans for further disposals. The group sold its detergents and intermediates business to Luxembourg’s International Chemicals Investors and its leather services business to Stahl Holdings of the Netherlands. Together with US partner Ashland, it also put up for sale its German foundry chemicals joint venture. Meanwhile, the disposal of its textile chemicals, paper specialties and emulsions businesses to SK Capital closed on October 1. These divestments are cumulatively seen as enablers for Clariant to focus on growth in its core business, as part of Patrick Schaub which it made a smaller acquisition in 2013 and announced a planned acquisition of Senior Manager, Transaction Services India’s Plastichemix Industries’ masterbatch business. T: +41 58 249 42 17 E: [email protected] Syngenta took a significant step in its inorganic growth plans for Africa by buying MRI Seed Zambia and MRI Agro, a developer, producer and distributor of white corn seed. The deal was announced in the context of Syngenta’s USD500 million investment commitment to the region, reflecting its desire to develop and offer integrated crop solutions to African farmers.

Outlook for 2014

Major global trends including global population growth, urbanization (especially in high growth markets), and food and water scarcity join a host of other climate change-related developments that continue to impact firms across the chemicals sector. Implications arise for a range of sub-sectors from building-related products to seed technology and crop protection. Coupled with a desire by European firms to move closer to customer bases – increasingly in East and South-East Asia, Africa and Latin America, these trends all help shape deal rationales through geographical presence and technical requirements.

We expect the growth in M&A activity to continue through at least the first half of 2014. This will be helped by extensive portfolio optimization efforts coming to fruition, with past divestments putting groups in a better position to return to acquiring. An increasingly conducive financing environment will help ambitions. Overall, however, 2014 deal volumes are unlikely to significantly exceed 2013 levels.

Ongoing interest in Swiss assets will be driven by foreign firms’ desires to acquire intellectual property and technology. This is especially the case for corporates in high growth markets that are seeking to further expand their international presence and/or to acquire know-how for application in their home markets. M&A Yearbook – 2014 Edition | 17

Top 5 Swiss M&A transactions 2013

Announced Target Stake Target country Bidder Bidder country Seller Seller country Value date (USDm) Aug 2013 Building Adhesives 100 Netherlands Sika AG Switzerland - - 348 (AkzoNobel) Nov 2013 Clariant AG - Chemicals 100 Switzerland Wendel Group France - - 96 for leather processing Oct 2013 Clariant - Detergents, 100 Switzerland International Chemical Luxembourg - - 64 Intermediates Investors SA Business Mar 2013 D PLAST-EFTEC as 50 Czech Republic EMS-Chemie Switzerland - - 63 Holding AG Apr 2013 Schaetti AG undis- Switzerland Co-Investor AG; Switzerland Daniel Schaetti Switzerland 33 (Majority stake) closed Zurmont Madison (Private investor) Private Equity L.P.; F&C Private Equity Trust Plc; Parvilla SAS

Number and value of deals per year Number of deals per quarter

30 6 12

25 5 Value of deals (USDbn) 10

20 4 8

15 3 6

10 2 4 Number of deals Number of deals

5 1 2

0 0 0 2007 2008 2009 2010 2011 2012 2013 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 2011 2012 2013 Number Value (USDbn)

Split of deals by target/buyer/seller 2011 to 2013 Number of deals per industry sub-sector 2013

18 17 16 14 14 12 30% 10 Industrial chemicals 8 7 6 Agrochems and seeds 6 Number of deals 4 4 Speciality chemicals 4 5% 2 2 65% 2 1 1 - - 0 2011 2012 2013 2011 2012 2013 2011 2012 2013 2011 2012 2013 Swiss buyer/ Swiss buyer/ Foreign buyer/ Foreign buyer/ Swiss target Foreign target Swiss target Foreign target (Swiss vendor) 18 | M&A Yearbook – 2014 Edition

Commodities

On the hunt for margin- While not shifting to as asset-heavy a model as Glencore XStrata, commodity enhancing businesses and traders are actively pursuing alternative strategies, focusing on taking key positions in the supply chain. This quest is driven by thinning trading margins, a slower optionality, commodity traders economic recovery, lower demand in China, and generally favorable weather are seizing vertical integration conditions in key crop regions. The year yielded Trafigura and the UAE’s Mubadala opportunities including mines, Development’s agreement to acquire a majority stake in MMX Porto Sudeste in Brazil, and Louis Dreyfus Commodities’ joint venture with Brooklyn Kiev to develop distribution facilities and a multi-commodity terminal in Odessa. infrastructure. Competition for more visible assets will grow in Substantial activity was also observed in more “traditional” deals, in which Australia featured highly. Puma Energy concluded four deals in the country during 2014, while trading houses will 2013, including Ausfuel, a wholesaler and retailer of fuel and lubricants, and also play an increasingly Neumann Petroeum, a petroleum product wholesaler. Glencore joined Sumitomo important financing role in to acquire 50.1% in a heavily competed bid for Clermont Mine (Australian coal) from Rio Tinto, and 25% in Chad’s Bagila and Mandara oil fields from Canada’s exploration and mining Caracal Energy. ventures. In soft commodities, Ecom Agroindustrial is set to become one of the world’s biggest cocoa and coffee traders if its agreement to buy the UK’s Aramajaro Holdings commodity trading operations comes to fruition.

Reflecting the growing importance of inorganic growth, most major trading houses have expanded their corporate development teams and budgets. From Trafigura setting up its own private equity fund, Galena, to greater deal activity and spend from Mercuria, Louis Dreyfus Commodities, Gunvor, Vitol and Puma, there is a clear shift in approach. M&A is becoming an increasingly core element of strategy. James Carter Director, Transaction Services T: +41 22 704 15 48 E: [email protected]

Outlook for 2014

Swiss traders are in a strong position to play an increasingly central financing role for mines and exploration companies. In Nigeria, for instance, Glencore, Mercuria and Vitol have each teamed up with local partners to bid for onshore oil fields being divested by Royal Dutch Shell. This indicates accelerating vertical integration in the Bryan DeBlanc sector, which is becoming more important to success by enabling diversification, Partner, Transaction Services margin enhancement and a reduced dependency on existing suppliers. T: +41 58 249 29 44 E: [email protected] Stiffer competition for more visible assets is expected. Auction processes in the sector have been rare but are likely to increase as sellers aim to maximize interest and prices. This may lead some traders to turn to Greenfield capital expenditure projects to avoid overpaying for assets. On the divestment side, surplus capacity may yield planned disposals of assets in cocoa and sugar processing in particular.

An increasing focus is likely on infrastructure and logistics, including a number of Brazilian ports potentially coming to market this year. Elsewhere, growing US shale gas production is altering some of the most established oil and gas trading routes, affecting the optimal location of refineries and other facilities. Within the US, for instance, the emphasis is shifting from coastal facilities to inland facilities convenient to shale gas sites. Gunvor is reported as expecting at least ten European oil refineries to close over the next five to seven years, mainly in southern Europe. Potential implications are huge, especially if China, reputed to have the world’s largest shale gas reserves, decides to invest heavily in shale gas. M&A Yearbook – 2014 Edition | 19

Top 5 Swiss M&A transactions 2013

Announced Target Stake Target country Bidder Bidder country Seller Seller country Value date (USDm) Oct 2013 Clermont Mine 50 Australia Glencore Xstrata Switzerland Rio Tinto Limited Australia 1,015 plc; Sumitomo Corporation Oct 2013 MMX Porto Sudeste 65 Brazil Trafigura Beheer B.V. Switzerland MMX Mineracao e Brazil 1,000 Ltda. Metalicos SA Feb 2013 Ausfuel Pty Ltd 100 Australia Puma Energy Switzerland - - 650 International BV Dec 2013 Bayernoil 45 Germany Varo Energy B.V. Switzerland OMV Deutschland GmbH Germany 547 Raffineriegesellschaft mbH Nov 2013 Puma Energy 10 Switzerland Sonangol Holdings Angola Trafigura Beheer B.V. Netherlands 500 International B.V. LDA

Number and value of deals per year Number of deals per quarter

45 60 16

40 14

50 Value of deals (USDbn) 35 12 30 40 10 25 30 8 20 6 15 20 Number of deals Number of deals 4 10 10 5 2 0 0 0 2010 2011 2012 2013 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 2011 2012 2013 Number Value (USDbn)

Split of deals by target/buyer/seller 2011 to 2013 Remark: Sub-sector data and figures are not available for this sector.

40 34 35

20 17 15 Number of deals 10 8 4 5 2 2 2 - - 1 - 1 0 2011 2012 2013 2011 2012 2013 2011 2012 2013 2011 2012 2013 Swiss buyer/ Swiss buyer/ Foreign buyer/ Foreign buyer/ Swiss target Foreign target Swiss target Foreign target (Swiss vendor) 20 | M&A Yearbook – 2014 Edition

Consumer Markets

Swiss companies actively Contrasting sharply with 2012, which featured transactions in the magnitude of acquired assets abroad USD11.9 billion and USD6.7 billion, the largest deal of 2013 amounted to only USD1 billion. Bearing out our prediction in the M&A Yearbook 2013, activity was driven by throughout 2013, most notably Swiss firms’ foreign expansion plans. Outbound acquisitions accounted for 42% of in Western and Northern deals. This was in part due to a decline in inbound transactions at 19% (down from Europe. Some larger 33% in 2012) on the back of the strong Swiss franc and limited availability of attractive targets. transactions took place further afield such as Swatch’s In Luxury Goods, the watch sector proved active in smaller deals, with Findos acquisition in the US. As Investors’ acquisition of Roventa-Henex illustrating the attractiveness of Swiss precision engineering capabilities to foreign firms. Swatch undertook the largest, and optimism grows, 2014 should potentially most significant, deal of the year by purchasing New York-based see an increase in M&A manufacturer and retailer of diamond jewellery and watches, Harry Winston. These activity. deals bucked the trend of increasing caution in the global Luxury Goods market caused by a politically influenced slowdown in demand in China as well as ongoing issues in Europe and the US. They also demonstrate the importance of achieving scale to preserve market presence and enhance competitiveness.

While there was little change in domestic market share, Swiss Retailers remained active. Migros purchased Gries Deco of Germany while, closer to home, Migros’ subsidiary Globus acquired Lucerne-based clothing retailer Schild. The creation of the Orell Fuessli Thalia joint venture by merging retailers Thalia Buecher and Orell Fuessli Book Retailing meanwhile created Switzerland’s largest book retailer. Patrik Kerler Partner, Head of M&A Food & Drink had a comparatively quiet year. Emerging from high levels of activity in T: +41 58 249 42 02 2012, many firms remain on the lookout for acquisition targets but none of the larger E: [email protected] players concluded any transformative deals. One of the stars of 2012’s M&A scene, Barry Callebaut, was once again on the hunt for interesting assets, strengthening its position in Scandinavia by buying Danish chocolate product manufacturer and wholesaler Carletti. Swiss expansion in Europe was also furthered by Aryzta buying German frozen goods business Klemme.

Outlook for 2014

We expect 2014 to be a year of optimism, in part due to improving macro-economic developments in the US and Europe. Among the larger players, the outcomes of strategic reviews may bring non-core or underperforming business units to market, fuelling the supply of prospective deals. Vertical integration will remain a theme in the watch industry, although sizeable horizontal integration remains some time off.

Online Retail is a space to watch, as the proportion of online sales continues to grow. Greater prominence in the deal tables may be achieved as retailers look to acquire existing ecommerce businesses rather than tackling the tricky business of developing and promoting their own platforms. This is in line with deals seen previously such as the Nettoshop – Coop and Digitec – Migros transactions.

Substantial dynamism in food logistics may give rise to some interesting deals in 2014. As usual, it is the Food & Drink majors that have greatest potential firepower for acquisitions. However, as observed in 2013, their position at the top of the deal tables should not be taken for granted. M&A Yearbook – 2014 Edition | 21

Top 5 Swiss M&A transactions 2013

Announced Target Stake Target country Bidder Bidder country Seller Seller country Value date (USDm) Jan 2013 Harry Winston Inc 100 United States Swatch Group SA Switzerland - - 1,000 Dec 2013 Megapolis 20 Netherlands Philip Morris Switzerland - - 750 Distribution BV International, Inc. May 2013 Philip Morris Mexico, 20 Mexico Philip Morris Switzerland Grupo Carso SA de CV Mexico 700 SA de CV International, Inc. Sep 2013 AITA 49 United Arab Philip Morris Switzerland - - 625 (Arab Investors-TA) Emirates International, Inc. Dec 2013 Hellenic Duty Free 49 Greece Dufry Group Switzerland Folli Follie SA Greece 434 Shops SA

Number and value of deals per year Number of deals per quarter

70 25 25

60 20 Value of deals (USDbn) 20 50

40 15 15

30 10 10 Number of deals

Number of deals 20 5 5 10

0 0 0 2007 2008 2009 2010 2011 2012 2013 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 2011 2012 2013 Number Value (USDbn)

Split of deals by target/buyer/seller 2011 to 2013 Number of deals per industry sub-sector 2013

30 27

25 21 21 20 Food 20 25% 16 35% 14 Retail 15 12 Apparel 10 5% Number of deals 7 7 Luxury goods 4 5 2 1 8% Other 0 27% 2011 2012 2013 2011 2012 2013 2011 2012 2013 2011 2012 2013 Swiss buyer/ Swiss buyer/ Foreign buyer/ Foreign buyer/ Swiss target Foreign target Swiss target Foreign target (Swiss vendor) 22 | M&A Yearbook – 2014 Edition

Financial Services

Consolidation of private banks Private Banking and Wealth Management was again the focus of activity, though and IAMs continued in 2013, at slightly lower levels than anticipated. UBP’s acquisition of Lloyds’ international private banking business illustrates how consolidation is being driven by scale with the number of Swiss ambitions among larger wealth managers and mergers and takeovers between private banking licenses falling smaller players. Margin pressures feed the pipeline of targets, exacerbated by to 141 from 171 in 2009. This smaller banks’ difficulties in conducting cross-border businesses and amid increasing regulation. Since 2009, the number of private banks with Swiss banking licenses has should continue in 2014, as fallen by 17.5% from 171 to 141. well as further liquidations and the sale of client portfolios. Increasing M&A activity was observed between IAMs, though at a relatively low level. Two notable deals were Sallfort’s acquisition of Trinova Invest, and Julius There are also signs of an Baer agreeing to buy WMPartners Wealth Management. The latter will be merged impending consolidation with Julius Baer subsidiary Infidar Investment Advisory to create a new company among mid-tier insurers as the overseeing in excess of CHF4 billion of client funds. This could be a sign of larger IAMs emerging from the ongoing consolidation. larger insurers pursue their global expansion plans. Although Retail Banks benefited from strong demand for residential property mortgages, both UBS and Credit Suisse took the opportunity to divest non-core assets during the year. UBS sold its OTC commodities derivatives business to JP Morgan Chase and, in a bid to reduce the complexity of its operations, announced the sale of its Corporate Employee Financial Services International business to London-headquartered Montagu Private Equity. Credit Suisse meanwhile sold two units to US Private Equity houses (ETF to Blackrock and CFIG to Grosvenor Capital). This did not prevent the bank from considering acquisitions, however. Together with a Lone Star fund, it closed 2013’s largest deal, buying a portfolio of non-performing loans in the form of Royal Park Investments. Christian Hintermann Partner, Head of Transactions In the Insurance market, Swiss Re furthered its global ambitions, recording three of & Restructuring Financial Services T: +41 58 249 29 83 2013’s five largest Financial Services deals. The group agreed to buy 14.9% of Brazil’s E: [email protected] SulAmerica, 4.9% of New China Life Insurance and 12% of Hong Kong SAR-based FWD Group Management. Conversely, Baloise reaffirmed its focus on core markets by selling its Serbian and Croatian operations. In what may signal the start of consolidation among mid-sized insurers, Mobiliar increased its stake in Nationale Suisse to almost 20%.

Outlook for 2014

Private Banking consolidation should progress as larger wealth managers continue to grow and smaller ones seek to gain scale. Commercial and margin pressures will continue to bite, causing some banks to be put up for sale. Some foreign banks may decide to sell their Swiss subsidiaries, bringing interesting assets to market. The US Tax Program may help drive these trends, as banks face considerable costs in analyzing client data to identify untaxed US clients. This may trigger decisions even among players not heavily affected by the US Tax Program, as they consider their strategic direction and whether they wish to stay in the Swiss market. More are expected to follow Wegelin and Frey into liquidation.

2014 will also see more IAMs bring forward succession plans due to challenging market conditions and increasing regulatory requirements.

M&A activity by UBS and Credit Suisse is likely due to an ongoing streamlining of portfolios. Larger insurers such as Zurich Insurance Group and SwissRe may also continue to act on ambitions for greater global scale, in particular additional footholds in high growth markets. M&A Yearbook – 2014 Edition | 23

Top 5 Swiss M&A transactions 2013

Number and value of deals per year Number of deals per quarter

60 16 16

14 14

50 Value of deals (USDbn) 12 12 40 10 10

30 8 8

6 6 20 Number of deals Number of deals 4 4 10 2 2

0 0 0 2007 2008 2009 2010 2011 2012 2013 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 2011 2012 2013 Number Value (USDbn)

Split of deals by target/buyer/seller 2011 to 2013 Number of deals per industry sub-sector 2013

20 19 18 16 15 14 13 13 22% Banking 12 11 11 10 9 9 44% Insurance 8 7 5 Investment Management Number of deals 6 4 4 17% 4 Other 2 0 17% 2011 2012 2013 2011 2012 2013 2011 2012 2013 2011 2012 2013 Swiss buyer/ Swiss buyer/ Foreign buyer/ Foreign buyer/ Swiss target Foreign target Swiss target Foreign target (Swiss vendor) 24 | M&A Yearbook – 2014 Edition

Industrial Markets

Characterized by caution As in 2012, risk aversion, cash preservation and continued operational improvement among prospective buyers, efforts again prevailed in 2013 for most global Swiss Industrials. This led to below average deal activity both in terms of number of deals and overall deal value. 2013 saw Swiss industrial groups continue cleaning up Detailed strategic reviews, which have been ongoing for some time, yielded some their portfolios. This gave rise interesting transactions. Seeking to optimize its portfolio by divesting non-core assets, for instance, Walter Meier sold both its US tools division and its German to a number of strategic climate products business to a US private equity firm and to Sweden’s Swegon divestments. Activity was respectively. AFG meanwhile continues its reorganization into three distinct otherwise limited to largely business units. This saw it take the opportunity to dispose of its precision steel tubes and refrigerator technology businesses while announcing the planned sale of lower value transactions that its surface technology unit. Sulzer also made public its intention to divest its surface represented opportunities to solutions business, Sulzer Metco. reinforce core businesses. Perhaps the most notable transaction was ABB’s purchase of Power-One, making the group a global leader in the solar photovoltaic inverters market. It is worth mentioning that this was the only Industrials deal in 2013 to exceed a transaction value of USD1 billion.

Valuations are holding at generally acceptable levels, declining to overheat despite record stock market highs in many countries. This underpins the prospect of upcoming M&A activity, especially given the solid market for good quality assets. Buyers are still proving picky, however, as caution dictates that any acquisitions Timo Knak must be as near perfect a fit as possible into existing portfolios. Partner, M&A T: +41 58 249 42 04 E: [email protected]

Outlook for 2014

High growth markets remain high on the agenda, but ambitions are frequently thwarted by substantial price expectation gaps. Many prospective buyers consider targets to be simply too expensive. Some Swiss Industrials are placing greater emphasis on organic growth due to this impasse, a shortage of available targets, and diverging views on optimal growth strategies. Although open to looking at reasonably priced acquisition targets, they are equally comfortable establishing their own operations in high growth economies. This is likely to restrict outbound acquisitions in 2014, particularly by stronger brands for which Greenfield investments are more feasible.

Should attractive targets arise at the right price, however, disposals over 2012 and 2013 have given many Swiss industrials comfortable cash reserves and made some impatient to put those reserves to better use. As a result, many would be in a position to move quickly to secure an interesting asset.

Cash-rich players’ hands are also strengthened by a general aversion among Swiss industrials to taking on excessive bank debt. For well-funded Industrials for which acquisitions do not come to pass, the market may see more of them initiating share buy-backs over the course of the year. M&A Yearbook – 2014 Edition | 25

Top 5 Swiss M&A transactions 2013

Announced Target Stake Target country Bidder Bidder country Seller Seller country Value date (USDm) Apr 2013 Power-One Inc 100 United States ABB Ltd Switzerland - - 1,112 Jul 2013 Schmolz + 60 Switzerland Renova Group of Russia - - 934 Bickenbach AG Companies Sep 2013 Global Infrastructure 100 Switzerland Colfax Corp United States Fläkt Woods Group AG Switzerland 254 and Industry Business (Fläkt Woods) Dec 2013 DEK International 100 Switzerland ASM Pacific Hong Kong Dover Corporation United States 170 GmbH Technology Limited SAR Nov 2013 Tornos Holding AG 67 Switzerland Walter Fust Switzerland - - 67

Number and value of deals per year Number of deals per quarter

80 14 20 18 70 12 Value of deals (USDbn) 16 60 10 14 50 12 8 40 10 6 30 8

Number of deals 6 Number of deals 4 20 4 2 10 2 0 0 0 2007 2008 2009 2010 2011 2012 2013 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 2011 2012 2013 Number Value (USDbn)

Split of deals by target/buyer/seller 2011 to 2013 Number of deals per industry sub-sector 2013

35 33

30 2% Manufacturing & machinery 26 8% 24 25 23 Industrial products & 8% services 33% 20 17 14 Electronics (industrial types 15 12% such as robotics) 11 12 12

Number of deals 10 Automotives 5 3 2 2 Automation 0 37% 2011 2012 2013 2011 2012 2013 2011 2012 2013 2011 2012 2013 Other Swiss buyer/ Swiss buyer/ Foreign buyer/ Foreign buyer/ Swiss target Foreign target Swiss target Foreign target (Swiss vendor) 26 | M&A Yearbook – 2014 Edition

Pharmaceuticals & Life Sciences

The major players stayed away Deal volumes recovered from their 2012 dip to return to levels broadly in line with from mega-deals in favor of 2009 to 2011, although deal values in 2013 were generally lower. The continued absence of mega-deals in the Swiss market mirrored developments on a global ongoing scrutiny of their basis. The more substantial transactions that completed arose largely from ongoing existing portfolios, as typified portfolio assessments, as the larger drug makers actively divested in order to focus by Novartis’s disposal to on their core businesses.

Grifols. Acquisitions were One such divestment was 2013’s largest deal in this sector – the sale of Novartis’s smaller, bolt-on transactions, blood transfusion diagnostics unit to Spain’s Grifols for USD1.7 billion. Subject such as Roche’s purchase in to regulatory approval, this transaction is due to complete in the first half of 2014. Novartis also disposed of a small legacy Cardioxane oncology product to the US. This trend should Clinigen. Alongside other investors through its venture capital arm, Novartis also endure through 2014, with successfully sold a genetic vaccines start-up, Okairos, to GSK for EUR250 million. divestments generating the There is much press speculation about the possibility of the group making further disposals in the coming year. most notable headlines as firms focus on areas where An acquisitive mood was not completely absent among Swiss dealmakers, they have critical scale and/or however. Players remained on the lookout for bolt-on acquisitions to strengthen their market presence or deliver complementary technology. One such case was technological leadership. Roche’s purchase of US medical testing service firm Constitution Medical Inc, which at USD220 million bolsters Roche’s haematology offering in its diagnostics business.

No review of the Swiss Pharmaceuticals scene would be complete without looking at domestic transactions, which generated a steady deal flow over the year. A particular focus was on private clinics. Genolier reinforced its position as the largest clinic network in the Suisse Romande by acquiring La Providence hospital, and strengthened its position in the Deutschschweiz through its acquisition of Klinik Villa im Park. Joshua Martin Director, Transaction Services T: +41 58 249 35 76 E: [email protected]

Outlook for 2014 Tobias Valk Partner, Head of Transaction Services The story in 2014 is likely to closely resemble that of the past 12 months. The T: +41 58 249 54 61 E: [email protected] cleaning up of portfolios is expected to accelerate. Divestments may center on non-core brands and businesses that are beginning to require excessive investment and attention to justify relative earnings to their present owners. This should free up funds and management time to better maintain strong core units, build growth momentum and act on global scale ambitions.

Swiss players will meanwhile remain attractive to overseas players seeking to acquire specialist technologies and know-how. Further deals may be observed along the lines of 2013’s acquisition of Endosense and Acino.

There are market expectations of further divestments by Novartis, while it, Roche and others remain committed to substantial future growth outside Switzerland by both organic and inorganic means. M&A Yearbook – 2014 Edition | 27

Top 5 Swiss M&A transactions 2013

Announced Target Stake Target country Bidder Bidder country Seller Seller country Value date (USDm) Nov 2013 Novartis AG (Blood 100 Switzerland Grifols SA Spain - - 1,675 transfusion diagnostics unit) Mar 2013 AmerisourceBergen 8 United States Walgreen, Alliance Switzerland - - 1,167 Corp Boots Oct 2013 Acino Holding AG 80 Switzerland Pharma Strategy Switzerland - - 351 Partners GmbH; Nordic Capital; Avista Capital Partners LP Aug 2013 Endosense SA 100 Switzerland St Jude Medical Inc United States - - 334 May 2013 Okairos AG 100 Switzerland GlaxoSmithKline PLC United Life Science Partners, Switzerland 324 Kingdom Novartis

Number and value of deals per year Number of deals per quarter

45 60 12 40

50 Value of deals (USDbn) 10 35 30 40 8 25 30 6 20 15 20 4 Number of deals Number of deals 10 10 2 5 0 0 0 2007 2008 2009 2010 2011 2012 2013 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 2011 2012 2013 Number Value (USDbn)

Split of deals by target/buyer/seller 2011 to 2013 Number of deals per industry sub-sector 2013

16 15

14 12 12 11 26% 10 Pharmaceuticals 8 8 8 7 45% Medical technology/ 6 lab equipment 4 4 4 Number of deals 4 Other 2 1 - - 29% 0 2011 2012 2013 2011 2012 2013 2011 2012 2013 2011 2012 2013 Swiss buyer/ Swiss buyer/ Foreign buyer/ Foreign buyer/ Swiss target Foreign target Swiss target Foreign target (Swiss vendor) 28 | M&A Yearbook – 2014 Edition

Power & Utilities

Refocusing of portfolios Regulatory changes and planned energy market shifts are giving rise to significant continued as uncertainty uncertainty over the future direction of an already challenging Swiss energy environment. Questions remain over how the government’s Energy Strategy 2050 persists over the future of the will be put into practice, including whether the planned closure of the country’s Swiss energy market and the nuclear power plants will take place as scheduled, and what impact this will have implementation of the Energy on altering the energy mix further towards renewable sources.

Strategy 2050. Limited activity The regulatory and commercial pressures are also impacting firms’ balance sheets. abroad by Swiss players is Axpo announced an impairment charge for 2013 of CHF760 million. Repower expected to continue in the meanwhile confirmed in December 2013 that it will record a one-time impairment charge of around CHF220 million relating to a combination of ongoing power renewable space, while some generation projects, long-term contracts and other generation assets. The group local electricity operators will also delayed the planned 2013 start of construction on its pump storage facility further consolidate back-office at Lago Bianco in northern Italy to 2019 at the earliest. This reflects the travails facing Swiss hydro pump storage operators, demand for whose output is being functions as preparation for full significantly substituted during peak hours by subsidised surplus solar power market deregulation. imported from Germany.

Against this backdrop, some of Switzerland’s larger energy businesses are actively reorganizing their extensive portfolios, seeking strategic divestments while considering selected acquisitions to support longer-term objectives. Alpiq sold its stake in Repower to the two primary existing shareholders, Axpo and the canton of Grisons, while SES Holding bid for the remaining 39% of shares in Locarno-based distributor Societe Elettrica Sopracenerina after purchasing the initial 61% from Alpiq. Axpo’s sights appeared firmly set on wind power, acquiring a 49% equity shareholding and shareholder loans in a 48-turbine wind farm portfolio in France Sean Peyer with a combined installed capacity of 100MW. Partner, Head of Power & Utilities T: +41 58 249 53 89 E: [email protected]

Outlook for 2014

On the back of its purchase of five small run-of-river hydropower plants in Italy from A2A, BKW has re-affirmed its ambition to diversify its portfolio by stepping up investments abroad as well as investing in energy ventures including oil and gas.

Alpiq’s ongoing efforts to optimize its portfolio come with its chairman’s commitment to reposition the group strategically. Hydropower will remain a high priority, as will further investment in European renewable energy facilities, which may well see it pursuing acquisition opportunities. At the same time, strategic considerations may give rise to the group planning the divestment of some of its power plants outside Switzerland.

Having generated some noise in recent years, Swiss interest in Spain’s solar power industry is likely to be quieter going forward. Despite remaining interested in principle, Swiss investment appetite is dampened by uncertainty in the Spanish energy market, such as that arising from retroactive tariff adjustments. An emerging trend is Swiss firms taking minority stakes in energy consortia in Spain, though we expect this to remain the exception rather than the rule given the relatively high cost compared to investment returns.

Closer to home, 2014 is likely to see smaller, local energy firms pursue the sharing of back-office functions in order to manage margins in this tricky and uncertain market. M&A Yearbook – 2014 Edition | 29

Top 5 Swiss M&A transactions 2013

Announced Target Stake Target country Bidder Bidder country Seller Seller country Value date (USDm) Dec 2013 Acciona Energy SA 100 Germany Swisspower Switzerland Addiona Energy SA - 215 (18 wind farms) Renewables AG Nov 2013 9 wind farms in France 49 France Axpo Holding AG Switzerland Electricidade de Portugal 171 Portugal SA (EDP) Oct 2013 EDP Renovaveis, SA 49 France Axpo Holding AG Switzerland - - 171 (9 wind farms portfolio) May 2013 Societa Elettrica 61 Switzerland PRH Holding SA Switzerland Alpiq Holding AG Switzerland 97 Jul 2013 CHI.NA.CO Srl 100 Italy BKW AG Switzerland - - 52

Number and value of deals per year Number of deals per quarter

16 5 4

14 4 Value of deals (USDbn) 12 3

10 3 8 2

6 2 Number of deals Number of deals 4 1 1 2

0 0 0 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 2010 2011 2012 2013 2011 2012 2013 Number Value (USDbn)

Split of deals by target/buyer/seller 2011 to 2013 Remark: Sub-sector data and figures are not available for this sector.

8 7 7 6 6

5 4 4 4 3 3 Number of deals 2 1 1 1 1 - - - - 0 2011 2012 2013 2011 2012 2013 2011 2012 2013 2011 2012 2013 Swiss buyer/ Swiss buyer/ Foreign buyer/ Foreign buyer/ Swiss target Foreign target Swiss target Foreign target (Swiss vendor) 30 | M&A Yearbook – 2014 Edition

Private Equity

With prevailing market Life again became more comfortable for fund managers as banks continued to conditions being conducive to become more flexible in funding buy-outs. While debt levels have not hit 2007 highs, total financing levels of 4.5 times EBITDA are now almost common, and in Private Equity activity, banks some instances even exceed 6.0 times EBITDA. Despite easier access to finance are increasingly favorable to and the fact that many firms are sitting on substantial undeployed capital, managers funding buy-outs. As valuation remain selective regarding the acquisitions they pursue. This resulted in moderate deal activity in 2013 combined with intensive competition for attractive assets. and debt multiples continue to rise, 2014 should see moderate An interesting transaction was Capvis’ and Partners Group’s acquisition of VAT growth in deal volumes driven Holding, a manufacturer of vacuum valves whose exports are destined largely for Asia and North America. This deal indicates on the one hand that Private Equity is by substantial undeployed again able to successfully compete for strategically interesting assets and on the capital, although tempered by other hand that mid-cap funds are willing to consider more creative collaborations ongoing caution. to successfully tackle larger transactions and be more innovative in financing arrangements. Partners Group’s subsequent acquisition of Hoffmann Menue from Gilde Buy Out Partners demonstrated its commitment to further strengthen its direct investment business.

In an historic first, Swiss drugmaker Acino was taken private by Avista Capital Partners and Nordic Capital. Whether this deal heralds the start of a new trend remains to be seen, although it will have raised awareness among boards and investors of this strategic option and is a reminder that the general legal hurdles to such a transaction in Switzerland are no greater than in many other countries. Timo Knak Partner, M&A Capvis, Equistone and Invision were among the Swiss Private Equity houses that T: +41 58 249 42 04 successfully raised new funds in 2013. The focus of these firms on the German, E: [email protected] Swiss and Austrian markets suggests generally positive investor sentiment towards the region. A scarcity of suitable prospects in these markets might threaten any substantial growth in deal volumes, however, and might force some houses to look further afield for potential targets.

Tobias Valk Partner, Head of Transaction Services T: +41 58 249 54 61 E: [email protected] Outlook for 2014

We expect M&A activity to grow gradually over the course of 2014, resulting in a moderate uptick in deal volumes by the end of the year. Persistent caution may be offset by attractive financing terms and funds seeking homes for their newly raised capital.

Overall insufficient deal flow, however, may result in many managers starting to look beyond their traditional borders at geographical regions in which they have previously not been active, such as Capvis’ expansion into Italy by acquiring Arena, one of the world’s leading aquatic sports brands.

Succession issues among small and mid-sized corporates in Switzerland and its neighbors should help fuel the supply side. In addition, Private Equity portfolios contain some promising assets. Exits in 2014 could result in secondary buy-outs or even IPOs given the continuing climb of stock market values. M&A Yearbook – 2014 Edition | 31

Top 5 Swiss M&A transactions 2013

Announced Target Stake Target country Bidder Bidder country Seller Seller country Value date (USDm) Apr 2013 Terminal Investment 35 Netherlands Global Infrastructure United States MSC Mediterranean Switzerland 1,929 Limited SA Partners Shipping Company SA Mar 2013 AmerisourceBergen 8 United States Walgreen, Alliance Switzerland - - 1,167 Corp Boots Jul 2013 Schmolz + Bickenbach 60 Switzerland Renova Group of Russia - - 934 AG Companies Oct 2013 Acino Holding AG 80 Switzerland Pharma Strategy Switzerland - - 351 Partners GmbH; Nordic Capital; Avista Capital Partners LP Apr 2013 Lonrho Plc 100 United Private Investors: Switzerland - - 345 Kingdom Rainer Marc Frey, Thomas Schmidheiny

Number and value of deals per year Number of deals per quarter

100 25 25 90

80 20 Value of deals (USDbn) 20 70 60 15 15 50 40 10 10

30 Number of deals Number of deals 20 5 5 10 0 0 0 2007 2008 2009 2010 2011 2012 2013 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 2011 2012 2013 Number Value (USDbn)

Split of deals by target/buyer/seller 2011 to 2013 Number of deals per industry sub-sector 2013

25 22 22 Healthcare 20 19 20 18 9% 14% Chemicals 15 5% Financial Services 15 13 13% 10 9% Industrial Markets 10 7 7

Number of deals Consumer Markets 4 5 23% Technology, Media and 1 27% Telecommunication 0 2011 2012 2013 2011 2012 2013 2011 2012 2013 2011 2012 2013 Other Industries Swiss buyer/ Swiss buyer/ Foreign buyer/ Foreign buyer/ Swiss target Foreign target Swiss target Foreign target (Swiss vendor) 32 | M&A Yearbook – 2014 Edition

Technology, Media & Telecommunications

Consolidation advanced in Consolidation among Media players centered on the printing industry as firms media and the cable industry sought to maintain scale in their core businesses while building presence in digital media and advertising. Two deals illustrate each of these trends: academic journal while Swisscom acted to and newspaper publisher Informa’s divestment of five corporate training strengthen its position as an businesses to US-based Equity Partners, and Tamedia increasing its stake from outsourcing service provider to 20% to 90.5% in publisher Ziegler Druck and Verlag. banks. Deals in the print With many Technology firms undergoing financial restructuring, acquisition activity industry reflected a continued was muted, although players remained open to selective deals that support their refocusing on digital media and strategic objectives. Since exiting the ST-Ericsson joint venture, ST Microelectronics is investing attention in strengthening its core product offering advertising. This looks set to and market position. Ascom meanwhile is looking to expand its geographical reach, continue in 2014 together with as demonstrated by its acquisition of Australia-based Integrated Wireless, as well vertical integration in the as building its presence in the healthcare sector.

Technology market. upc cablecom led the consolidation of smaller cable companies, buying a 51% stake in Telegeneve subsidiary Naxoo (subject to a referendum in February 2014) and 49% in e-fon, a leading provider of VoIP technology for businesses in Switzerland. Elsewhere in Telecoms, Swisscom bolstered its capabilities as a service provider to the banking industry, expanding its IT operations business and business process outsourcing by acquiring Entris Banking and Entris Operations. It also announced in December 2013 the buy-out of the remaining 40% stake in its processing center for banks, Swisscom IT Services Sourcing, from current minority shareholders.

James Carter Director, Transaction Services T: +41 22 704 15 48 E: [email protected] Outlook for 2014

We expect print Media to throw up some interesting deals, including Tamedia and Ringier’s planned divestment of Le Temps. The wider shake-up in the print industry will sit alongside ongoing restructuring of advertising in print media, possibly resulting in the streamlining of portfolios and stimulating M&A activity in digital advertising.

Following a period of restructuring and introspection, 2014 may see Technology Adrian Bieri players re-energized to pursue growth. Ambitions persist to expand footprints in Director, M&A Asia, though 2014 is likely to be too soon for any significant activity in this regard. T: +41 58 249 28 19 Closer to home, further consolidation is expected in IT consulting and in business E: [email protected] process outsourcing for banks. SaaS and cloud computing remain hot topics and may generate some transactions, while in the broader software sector firms such as Ascom and Temenos may continue vertical integration efforts as well as opportunistic acquisitions. Attention should be paid to Ascom’s strategy following ZKB’s exit of its 27% stake in the company, and the impact of Blackrock and institutional investors’ influence on the business’s future direction. More generally, an interesting development to watch will be the expected uptick in early stage financing in Swiss technology firms.

In Telecoms, the consolidation of cable operators should yield a series of predominantly local transactions, such as the ongoing upc cablecom – Naxoo transaction in Geneva. While other major players may once again actively seek bolt- on acquisitions, it remains to be seen whether 2013’s return to higher M&A activity in the global Telecoms sector (with deal values exceeding USD250 billion) will influence the Swiss market over the coming year. M&A Yearbook – 2014 Edition | 33

Top 5 Swiss M&A transactions 2013

Announced Target Stake Target country Bidder Bidder country Seller Seller country Value date (USDm) Jun 2013 Exacq Technologies Inc 100 United States Tyco International Ltd Switzerland - - 150 Jul 2013 Informa Group plc 100 Switzerland Providence Equity United States - - 146 (five corporate training Partners LLC businesses) Aug 2013 Sterci SA 100 Switzerland Bottomline United States Private Investors Switzerland 120 Technologies Inc Sep 2013 Oclaro Switzerland 100 Switzerland II-VI Inc United States Oclaro Inc. United States 115 GmbH Feb 2013 Softonic International 30 Spain Partners Group Switzerland Digital River Inc; Espiga United States 108 SL Holding AG Capital Inversion SG ECR

Number and value of deals per year Number of deals per quarter

60 10 16

9 14

50 Value of deals (USDbn) 8 12 7 40 6 10 30 5 8

4 6 20

3 Number of deals Number of deals 4 2 10 1 2 0 0 0 2007 2008 2009 2010 2011 2012 2013 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 2011 2012 2013 Number Value (USDbn)

Split of deals by target/buyer/seller 2011 to 2013 Number of deals per industry sub-sector 2013

20 19 18 16 16 16 15 15 14 29% Computers (hard and software) 12 11 10 10 40% 9 10 Leisure 8 Telecoms Number of deals 6

4 Media/internet 2 20% - - - 11% 0 2011 2012 2013 2011 2012 2013 2011 2012 2013 2011 2012 2013 Swiss buyer/ Swiss buyer/ Foreign buyer/ Foreign buyer/ Swiss target Foreign target Swiss target Foreign target (Swiss vendor) 34 | M&A Yearbook – 2014 Edition

Other Industries

Ongoing globalization of In Transportation and Logistics, it was airports and related services that led the airport-related services led to M&A charge as consolidation gathers pace and many Swiss players pursue foreign assets. Airport operators showed a willingness to enter into partnerships to achieve further consolidation during their growth ambitions, with Flughafen Zuerich, Flughafen Muenchen and others 2013. Across many industries, joining forces to win the concession to extend and operate Brazil’s Confins cross-border transactions look International Airport. The consortium, in which Flughafen Zuerich owns a 24 percent stake, will hold 51 percent of the Brazilian airport company. Swissport meanwhile set to grow as foreign interest agreed to buy cargo handler and airport transfer service provider Servisair UK Ltd. in Swiss targets remains 2013 proved to be another quiet year for road haulage and logistics, however, as strong and Swiss businesses both Panalpina and Kuehne & Nagel kept their distance from the deal tables. hunt globally for growth Reinforcing its global footprint, SGS once again ranked among the serial opportunities. In this regard, dealmakers in Professional Services, undertaking more than ten smaller SGS is and will remain firmly transactions around the world, including in China, Brazil, Australia, New Zealand and closer to home in Germany. on the acquisition trail. Perhaps due to the still buoyant Swiss Construction and Real Estate sector, with resultant high levels of activity across the country, the sector yielded comparatively few M&A transactions. Completed deals revolved around portfolio optimization and the building of scale. The world’s two largest cement producers effectively “swapped” assets in order to strengthen existing operations, with Holcim buying Cemex Germany while selling Holcim subsidiary Cesko to Cemex.

Rolf Langenegger Director, Valuation Services T: +41 58 249 42 71 E: [email protected]

Outlook for 2014

Optimism in M&A circles appears to be growing as 2014 starts, despite ongoing economic uncertainties in many major foreign markets. Airports and related services look set to remain a key area of activity given the global ambitions and potential acquisition firepower possessed by many industry participants.

Swiss technical know-how, together with the country’s macro-economic performance and political and fiscal stability, should sustain healthy levels of foreign interest in acquiring Swiss firms. The supply of targets may be fed by succession issues at small and mid-sized Swiss firms, and there is a chance that succession plans will be brought forward depending on developments in Switzerland and the Eurozone.

Outbound interest by Swiss buyers also looks set to stay strong. The best positioned acquirers in 2014 may well be the ones who can pay with their own shares, though this remains to be seen depending on how stock markets move over the course of the year. M&A Yearbook – 2014 Edition | 35

Top 5 Swiss M&A transactions 2013

Announced Target Stake Target country Bidder Bidder country Seller Seller country Value date (USDm) Jun 2013 SGS SA 15 Switzerland Serena Sarl Belgium EXOR SpA Italy 2,608 (Groupe Bruxelles Lambert SA) Apr 2013 Terminal Investment 35 Netherlands Global Infrastructure United States MSC Mediterranean Switzerland 1,929 Limited SA Partners Shipping Company SA Jul 2013 Servisair UK Ltd 100 United Swissport Switzerland Derichebourg SA France 597 Kingdom International AG Jun 2013 TERTIANUM AG 100 Switzerland Swiss Prime Site AG Switzerland ZKB, Helvetia Holding AG, Switzerland 530 Swiss Re May 2013 “Skyper” Building 100 Switzerland Allianz SE Germany UBS Fonds Switzerland 394

Number and value of deals per year Number of deals per quarter

80 12 30

10 Value of deals (USDbn) 25 60 8 20 50

40 6 15

30 4 10 Number of deals Number of deals 20 2 5 10

0 0 0 2010 2011 2012 2013 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 2011 2012 2013 Number Value (USDbn)

Split of deals by target/buyer/seller 2011 to 2013 Number of deals per industry sub-sector 2013

40 38 4% 35

30 Real estate 20% 25 35% Logistics & transportation 20 18 17 18 18 15 15 Professional services 12 12 11 Number of deals 10 Construction 5 3 26% 5 Other 1 15% 0 2011 2012 2013 2011 2012 2013 2011 2012 2013 2011 2012 2013 Swiss buyer/ Swiss buyer/ Foreign buyer/ Foreign buyer/ Swiss target Foreign target Swiss target Foreign target (Swiss vendor) Focus Topics

Levelling off: the price trend for Swiss investment property plateaus

In a reversal of fortune after years of continuously rising demand, prices for commercial investment properties are showing signs of weakness. Residential property prices meanwhile continue to climb, though pressure is observed in the luxury apartment segment. Despite this, construction of Swiss real estate continues at high levels, with the risk that supply may outstrip demand in some areas.

The Swiss investment property market remains highly active Residential property: an unaffordable luxury? and sought after, continuing to attract investors through solid Switzerland has performed relatively well economically in investment prospects and steady yields. While institutional recent years. The Suisse Romande in particular has seen an investors such as insurers and pension funds in particular influx of international businesses. This led to an uptick in the enjoy individually superior firepower, they are competing construction of expensive apartments, yet prospective against a host of private individuals whose eyes remain fixed clients are now proving unwilling to splash out unnecessarily on real estate due to ongoing uncertainties in other markets. on high-end price levels. Legal and tax uncertainties due to Demand for apartments in the economic centers is fuelled by international negotiations as well as steadily increasing living stable net immigration into Switzerland of around 80,000 costs are also causing some multinational corporations to people per annum. Prices are climbing to heights that cause consider whether they might relocate abroad, taking senior even enthusiastic property investors to shift uncomfortably in management with them. Should this happen, the impact on their seats and question for how long this trend can endure. office vacancy rates and on residential property might be dramatic. At 6.3% and 4.5%, office space availability rates in Office space: increasingly sub-optimal performance Geneva and Lausanne are already substantially higher than At least that is the picture in Grade A locations. It is starkly the Swiss average of 3.4%. different for peripheral areas and for commercial properties more generally. Prices for such properties are losing ground, Demand for residential properties has shifted also due to self- with sub-indices lying in the negative range. Even in regulation measures in the financial services industry, which traditionally solid urban locations, demand is heavily impacted see banks requiring a minimum cash deposit of 10% and by uncertainty in the global economy. Structural amortization of the mortgage to two-thirds of its initial value transformation in such as the banking industry also plays a within 20 years. Further, it is no longer accepted that part as organizations seek to become leaner, optimizing and individual purchasers make extensive use of their pension for centralizing their use of space. Vacancy rates are therefore this purpose, which hinders the ability of insufficiently cash- growing in some areas. rich buyers to make up the shortfall.

The hardest hit properties are in Grade B locations, especially Regulatory impacts buildings that require high capital expenditure. Increasing Observers also have an eye on what effects Basel III will have marketing periods are observed for older rental space with on affordability, including discussions to increase the inflexible layout and sub-optimal accessibility. Even discounts countercyclical capital buffer (CCB), a pre-emptive measure on sale prices are sometimes insufficient to secure interest that requires banks to gradually build up capital as imbalances unless leases contain adequate covenants. Over the medium develop in the credit market. Seeking to protect against the term, larger units may need to be subdivided into smaller consequences of excessive credit growth, such measures ones for which demand in city centers is more robust. The increase the cost of providing credit and may cause mortgage work involved, however, may not be recovered through rates to rise. higher rents. Revisions to the Spatial Planning Act may serve to restrict development zones. As well as limiting development rights, a capital gains tax of 20% will be levied on landowners in M&A Yearbook – 2014 Edition | 37

affected areas on whose land new construction takes place. Real estate capital raising in Switzerland, 2013

Swiss voters have also approved a law to restrict the Total Capital Raising YTD in CHF m construction of holiday homes to 20% of residential areas 1,200 2,500 and of an individual commune’s total surface area, heavily 1,000 2,000 impacting touristic areas. 800 1,500 600 In a further development, the introduction of IFRS13 brings 1,000 with it much discussion over balance sheet values. The 400 standard requires landlords to appraise the highest and best 200 500 Capital Raising in CHF m use of properties, including whether sub-division could yield 0 0 higher values. However, the overall impact has to date been July May April June minor. March August January October February

November December September For some, diversification is the name of the game Investment Foundations Equity The combined results of these developments on corporate Real Estate Companies Equity activity are mixed. The perceived scarcity of opportunities in Real Estate Funds Equity Switzerland has for instance caused Intershop Holding to Real Estate Companies Debt take a greater interest abroad via its new stake in Corestate Total Capital Raising YTD Capital, which focuses on German real estate. 2013 saw Source: KPMG Real Estate Swiss Prime Site (SPS) acquire Tertianum, the leading company in the Swiss assisted living segment and elderly In a sign that confidence is not an ever-increasing commodity, care. This purchase strengthens SPS’s role in a segment that however, the IPO of Ledermann Immobilien, which holds a features solid earnings stability and above-average growth focused portfolio in A-grade Zurich locations, was shelved in potential. Swisslife has entered into a pre-purchase October 2013. This was seen as an initial indicator of a return agreement for the “The Circle” development project at Zurich of caution, calm and rationality to the Swiss real estate airport. market.

Despite concerns of the heatening real estate market in Switzerland, the last three months of 2013 saw a continuing trend of capital raises in real estate companies, funds and investment foundations, with approximately CHF1.5 billion being raised. Zurich Insurance Group has meanwhile placed a new investment foundation (Immobilien Europa Direkt) with European core and core+ assets and is raising new capital on top of the CHF200 million it already manages. Ulrich Prien Partner, Head of Real Estate T: +41 58 249 62 72 E: [email protected] Focus Topics

The Suisse Romande: transforming through M&A

The Suisse Romande has in recent years attracted a sharp influx of multinational corporations, helping make it the fastest-growing region in Switzerland economically, and complementing the expansion of its world-renowned luxury goods and precision engineering industries. Regional M&A activity in 2013 was brisk and is expected to increase this year, reflecting the consolidating forces affecting the region’s key industries.

Representing around 20% of both Swiss GDP and M&A deal handle colossal volumes. Despite forecasts of continued flow, the Suisse Romande has witnessed strong growth in growth, margins in many trading activities are thinning. As a recent years, underscoring its position as a hotbed of activity, result, business models are shifting as firms seek to occupy innovation and growth. key positions in commodity supply chains in a bid to enhance profits. This is resulting in considerable outbound M&A International trade fuels the region’s economy, so it is hardly activity with acquisitions from Trafigura and Puma Energy surprising that the region is home to some of the world’s being among the top ten regional transactions of 2013. most famous corporate brands such as Nestlé, Cargill and Richemont. Such companies also generated some of the Watching future growth region’s largest M&A transactions in 2013, with major An equally high profile yet more established industry in the geographical expansion by Swatch, Philip Morris (PMI) and Suisse Romande is watch making and its supply chain. SGS. The number of multinational corporations in the region Exports broke the CHF20 billion mark in 2012 for the first has tripled over the past 30 years and is estimated to have time. The sector has been a key export motor for the region contributed 22% of Geneva’s GDP in 2010. These for most of the past ten years, prospering from high sales to multinational organizations bring with them high-income Asian markets, though growth in Chinese demand is now senior management teams who spend on real estate, slowing. discretionary goods and services. It is no coincidence that in the Swiss areas around Lake Geneva, more children attend Developing out of the foundations of the watch making private schools than in any other part of Switzerland. industry, medtech is widely recognized for its quality and innovation. For both this and the watch industry, the region This influx of skills and resources also supports a strong should continue to benefit from the “Swiss made” label that innovative culture. The Suisse Romande is experiencing an is synonymous with quality and reliability. Going forward, unprecedented rise in the number of start-ups, particularly in efforts must be made to determine how to compete most medtech, biotech, IT and robotics. Lausanne alone saw 102 effectively in global markets. Geographical footprint is a key start-ups set up in the five years to the end of 2012. The sale component of success and is reflected in Swatch’s recent of Endosense is a testament to the region’s start-up acquisition of US-based manufacturer and retailer of diamond credentials. Set up in Geneva in 2003, this medtech company watches and jewellery, Harry Winston. Continued attracted a price tag of CHF309 million when it was acquired consolidation is expected, including vertical integration into in 2013 by global medtech player St Jude Medical. component manufacturers.

Global players: a valuable commodity Banking on international success In a remarkable development, commodity houses have Fundamental change is meanwhile taking place in another of moved from a very low base to represent 10% of Geneva’s the Suisse Romande’s most pre-eminent industries, private GDP by 2010. Cargill and Louis-Dreyfus Commodities are banking. Amid increasingly complex regulations and a now household names due to the substantial media coverage dynamic marketplace, banks face challenges to their cost their growth has generated. From 50% of the world’s coffee structures and abilities to conduct cross-border business. and sugar trades to 35% of the world’s oil-based Long-anticipated consolidation is finally underway. Employing transactions, cereals and rice trades, Geneva-based firms 82% of Switzerland’s private bankers, Geneva will be M&A Yearbook – 2014 Edition | 39

significantly impacted by any shifts in the industry. Many of players in areas including commodities, technology and some its private banks will be active consolidators and will also luxury goods segments are rapidly moving along the supply grow organically to achieve critical mass. Others may enter chain both domestically and internationally. Against a into liquidation, partly as a result of higher costs arising from backdrop of ongoing consolidation pressures, concentrating the US Tax Program – witness Banks Frey and Wegelin having on core competences through the divestment of under- recently closed their doors – and many more will bring performing or non-core businesses will continue to be a forward their succession plans. theme that cuts across the region’s industries.

A taxing environment, but substantial opportunities Successfully harnessing the dynamism, innovation and remain appetite for transformational change displayed by many of its The international flavor of the Suisse Romande brings with it industries will help ensure that the Suisse Romande emerges challenges as well as opportunities. Given the high number of from present challenges even stronger than before. multinational businesses, events around the world can substantially affect the performance of groups either globally or regionally headquartered in the region. China’s slowdown has led to an approximately one-third decline in that country’s demand for Swiss watches between 2012 and 2013.

Most worrying to some in the region, discussions with the EU regarding tax structures might encourage some international headquarters to relocate abroad. The Swiss Corporate Tax Reform III heralds changes to cantonal taxation James Carter rules for holding, administrative and mixed companies that Director, Transaction Services have been challenged by the EU. The possible abolition of T: +41 22 704 15 48 E: [email protected] differentiated taxation of Swiss and foreign sourced income has a potentially considerable impact on Swiss-based multinationals through transfer pricing rules, and is creating fears in Switzerland for longer-term prosperity. A further area of concern is the tax breaks granted to some multinationals when moving into the region. The failure or inability of Swiss authorities to extend such tax arrangements in the medium- term might further encourage relocations. Joshua Martin Director, Transaction Services M&A as a strategic instrument for growth T: +41 58 249 35 76 Aside from the satisfactory resolution of such issues, E: [email protected] diversification and focus will both be central to future economic resilience. In this, M&A may have a pivotal role to play. Inbound acquisitions bring fresh perspectives, while key

M&A Yearbook – 2014 Edition | 41

List of 2013 Swiss M&A Transactions

Chemicals

Announced Target Stake Target country Bidder Bidder country Seller Seller country Value date (USDm) Jan 2013 REGULUS GMBH 100 Germany Folex AG Switzerland - - n/a Jan 2013 Asia Stabilizers Co., Ltd South Korea Addivant Switzerland Great Lakes Chemical Netherlands 15.0 Switzerland GmbH (Netherlands) B.V. Mar 2013 D PLAST-EFTEC as 50 Czech Republic EMS-Chemie Switzerland - - 63.3 Holding AG Apr 2013 Schaetti AG undis- Switzerland Co-Investor AG; Switzerland Daniel Schaetti Switzerland 33.0 (Majority stake) closed Zurmont Madison (Private investor) Private Equity L.P.; F&C Private Equity Trust Plc; Parvilla SAS May 2013 Mitsui Chemicals- 100 Japan Ineos Barex AG Switzerland - - n/a Polyacrylonit Jun 2013 ALBESIANO SISA 100 Italy Von Roll Holding AG Switzerland - - n/a vernici Srl Jun 2013 Quadrant AG 50 Switzerland Mitsubishi Plastics Inc Japan - - n/a Jun 2013 EPC Groupe-Assets 100 France Societe Suisse des Switzerland - - 20.0 Explosifs SA Jun 2013 Everbuild Building 100 United Sika AG Switzerland - - n/a Products Kingdom Jun 2013 WEZ Kunststoffwerk AG 100 Switzerland Plaston Holding AG Switzerland Dr. Claus Bressmer Switzerland n/a (Private Investor) Jul 2013 JMTexsa SA de CV 100 Mexico Sika AG Switzerland - - n/a Jul 2013 Texsa India Ltd - United Sika AG Switzerland - - n/a Kingdom Jul 2013 Radmix Resources 100 Australia Sika AG Switzerland - - 9.0 Pty Ltd Aug 2013 Conica Sports Surfaces - Switzerland Serafin Group Germany BASF Germany n/a Aug 2013 Building Adhesives 100 Netherlands Sika AG Switzerland - - 347.9 (AkzoNobel) Sep 2013 Imerys SA-Industrial 100 France Omya AG Switzerland - - n/a Sites(4) Sep 2013 Jiangsu-Organic 100 China Clariant AG Switzerland - - n/a pigments Oct 2013 Clariant - Detergents, 100 Switzerland International Chemical Luxembourg - - 63.6 Intermediates Business Investors SA Nov 2013 Clariant AG - Chemikalien 100 Switzerland Wendel Group France - 95.7 für die Lederverarbeitung Dec 2013 LCS Optiroc Pte Ltd; LCS 100 Italy Sika AG Switzerland - - n/a Optiroc Sdn Bhd 42 | M&A Yearbook – 2014 Edition

Commodities

Announced Target Stake Target country Bidder Bidder country Seller Seller country Value date (USDm) Jan 2013 Namoi Cotton 49 Australia Louis Dreyfus Switzerland Namoi Cotton Co- Australia 32.0 Co-operative Ltd Commodities B.V. operative Ltd Jan 2013 Neumann Petroleum 100 Australia Puma Energy Switzerland - - 263.7 Pty Ltd International BV Feb 2013 Ausfuel Pty Ltd 100 Australia Puma Energy Switzerland - - 650.4 International BV Feb 2013 Central Combined Group 100 Australia Puma Energy Switzerland - - n/a Pty Ltd International B.V. May 2013 Phillips 66 100 United Vitol Holding B.V. Switzerland - - n/a Kingdom Jun 2013 EcoSecurities Group Plc 100 United Mercuria Energy Group Switzerland JPMorgan Chase United States n/a Kingdom Holding SA & Co. Jun 2013 Badila and Mangara oil 25 Chad Glencore Xstrata plc Switzerland Caracal Energy Canada 300.0 fields Jun 2013 Compania Minera 99 Peru Southern Peaks Peru Trafigura Beheer B.V. Switzerland n/a Condestable SA Mining LP Sep 2013 Amromco Energy - Romania Mercuria Energy Group Switzerland - - 50.0 Holding SA Oct 2013 MMX Porto Sudeste Ltda 65 Brazil Trafigura Beheer B.V. Switzerland MMX Mineracao e Brazil 1,000.0 Metalicos SA Oct 2013 Clermont Mine 50 Australia Glencore Xstrata plc; Switzerland Rio Tinto Limited Australia 1,015.0 Sumitomo Corporation Nov 2013 Rialto Energy (Cote 65 Ivory Coast Vitol E&P Limited Switzerland Rialto Energy limited Australia n/a d’Ivoire) Limited Nov 2013 Armajaro Trading Limited 100 United Ecom Agroindustrial Switzerland International Finance United States n/a Kingdom Corporation Ltd Corporation Nov 2013 Puma Energy 10 Switzerland Sonangol Holdings LDA Angola Trafigura Beheer B.V. Netherlands 500.0 International B.V. Dec 2013 Redan Petroleum - Zimbabwe Puma Energy Switzerland Tafadzwa Chigumbu Zimbabwe 20.0 (Pvt) Ltd International BV (private investor) Dec 2013 Bitumen Business 100 Australia Puma Energy Switzerland Caltex Australia Ltd Australia n/a International BV Dec 2013 Black Sea port terminal 25 Russia Cargill Switzerland - - n/a Dec 2013 Mutanda Mining Sarl 15 Democratic Glencore Xstrata PLC Switzerland High Grade Minerals Panama 430.0 Republic of SA Congo Dec 2013 Bayernoil 45 Germany Varo Energy B.V. Switzerland OMV Deutschland Germany 547.0 Raffineriegesellschaft GmbH mbH M&A Yearbook – 2014 Edition | 43

Consumer Markets

Announced Target Stake Target country Bidder Bidder country Seller Seller country Value date (USDm) Jan 2013 AVH Dairy Trade BV 70 Netherlands Emmi AG Switzerland - - n/a Jan 2013 LK International AG - Switzerland Winona Capital United States - n/a Management LLC Jan 2013 Harry Winston Inc 100 United States Swatch Group SA Switzerland - - 1,000.0 Jan 2013 ASM Foods AB Sweden; - Sweden Barry Callebaut AG Switzerland Carletti A/S Denmark 36.0 Carletti A/S (Industrial chocolate and compound production facility) Jan 2013 Valora Holding-Wholesale 100 Switzerland Lekkerland Switzerland - - n/a Bus (Schweiz) AG Jan 2013 Staehler Suisse SA 100 Switzerland Undisclosed Acquiror Switzerland - - n/a Feb 2013 Domo Retail SA 100 Romania Domtech Holding AG Liechtenstein Nibur Investment AG Switzerland n/a Feb 2013 Bergsenn AG 100 Switzerland Mifroma SA Switzerland - - n/a Feb 2013 Kaethe Kruse GmbH - Germany Hape Holding AG Switzerland - - n/a Feb 2013 Deliciel AG 100 Switzerland Haecky Holding AG Switzerland - - n/a Feb 2013 Klemme AG 100 Germany Aryzta AG Switzerland - - 374.8 Feb 2013 David Ormerod Hearing 49 United Boots UK Limited United Sonova Holding AG Switzerland n/a Centres Limited Kingdom Kingdom Feb 2013 PEINE GmbH 100 Germany Astraia Holding AG Switzerland - - n/a Feb 2013 Pamlab LLC 100 United States Nestle Health Switzerland - - n/a Science SA Mar 2013 Nedis BV 100 Netherlands Dätwyler Holding AG Switzerland Koenig Corporate Netherlands n/a Holding B.V.; Gilad B. V. Mar 2013 Natural Distribution 100 United Argos Soditic SA Switzerland - - n/a Holdings Limited Kingdom Mar 2013 GAUTSCHI 100 Switzerland HACO AG Switzerland Jean Pierre Spichiger Switzerland n/a Spezialitaeten AG (Private Investor) Mar 2013 Gautschi - Switzerland Haco AG Switzerland Jean Pierre Spichiger Switzerland n/a Spezialitaeten AG (Priavte Investor) Mar 2013 Nutrifrais SA 60 Switzerland Laiteries Reunies Switzerland Emmi AG Switzerland n/a Mar 2013 Gries Deco Company Germany Migros- Switzerland Horst Gries GmbH & Germany n/a GmbH Genossenschafts-Bund Co. KG Mar 2013 Horatio Myer & Co. Ltd; - United Steinhoff UK Holdings Switzerland - - n/a Hilding Anders UK plc Kingdom Ltd; GT Global Trademark AG Apr 2013 Kaeserei Studer AG 100 Switzerland Emmi AG Switzerland - - n/a Apr 2013 Nestle SA (Infant 100 Switzerland Aspen Pharmacare South Africa Nestle SA Switzerland 215.0 Nutrition Business) Holdings Limited Apr 2013 Montres Corum Sarl 100 Switzerland China Haidian Hong Kong - - 84.6 Holdings Ltd SAR May 2013 Rio-Getränkemarkt AG 100 Switzerland Zihl Verwaltungs AG Switzerland Schuler-Beteiligungen Germany n/a GmbH May 2013 Lux International AG 75 Switzerland Eureka Forbes Ltd India - - 70.0 May 2013 Lenrianta 80 Russia Nuance Group AG Switzerland - - n/a May 2013 Philip Morris Mexico, SA 20 Mexico Philip Morris Switzerland Grupo Carso SA de CV Mexico 700.0 de CV International, Inc. May 2013 Saber Swiss Quality 100 Switzerland Krämer & Schröder Germany - - n/a Paper AG Investment GmbH May 2013 Provimi Kliba AG (Flour 100 Switzerland Groupe Minoteries SA Switzerland Provimi Kilba AG Switzerland n/a Business) Jun 2013 Roventa-Henex SA - Switzerland Findos Investor GmbH Germany Argantis GmbH Germany n/a Jun 2013 Schaad Mode AG 100 Switzerland Be + We Bayard Switzerland - - n/a Wartmann AG Jun 2013 Goldlink United Ltd 100 Singapore USI Group Holdings AG Switzerland - - 154.6 44 | M&A Yearbook – 2014 Edition

Consumer Markets

Announced Target Stake Target country Bidder Bidder country Seller Seller country Value date (USDm) Jun 2013 Eden Springs(Europe)SA 100 Switzerland Rhone Capital LLC United States Mayanot Eden Ltd Israel 320.0 Jun 2013 KADI AG 100 Switzerland Paragon Partners GmbH Germany German Equity Germany n/a Partners III LP Jun 2013 Migros Germany GmbH - Germany REWE-Zentral- Germany Genossenschaft Switzerland n/a Aktiengesellschaft Migros Basel Jun 2013 Chiquita Brands - Switzerland Hessing Supervers Netherlands Chiquita Brands Switzerland n/a International Sarl (Fresh International Sarl Cut Fruit Business) Jun 2013 Valentin Pontresina AG 100 Switzerland Transgourmet Switzerland - - n/a Schweiz AG Jun 2013 Noa Visual Group, S.L. - Spain Porterhouse Capital Switzerland Talde Group; Miura Spain n/a Limited Private Equity Jun 2013 SCOTT Sports SA 20 Switzerland Youngone Corp South Korea - - n/a Jul 2013 Racheli Italia Srl 100 Italy Emmi AG Switzerland - - n/a Jul 2013 Zopag AG 100 Switzerland Groupe Margot SA Switzerland - - n/a Jul 2013 Neocutis SA Switzerland Merz Pharma Germany n/a Aug 2013 Ilford Imaging Switzerland 100 Switzerland Investor Group Switzerland - - n/a Aug 2013 Carletti A/S-Industrial 100 Denmark Barry Callebaut AG Switzerland - - 35.8 Produc Aug 2013 Louis Golay 60 Switzerland Norinvest Holding SA Switzerland - - n/a International SA Sep 2013 Artek Oy 100 Finland Vitra AG Switzerland - - n/a Sep 2013 Fehr Braunwalder AG 50 Switzerland Wilhelm Fehr AG Switzerland - - n/a Sep 2013 AITA (Arab Investors-TA) 49 United Arab Philip Morris Switzerland - - 625.0 Emirates International, Inc. Oct 2013 ReSales 100 Germany Texaid Switzerland - - n/a Oct 2013 Schild AG 100 Switzerland Magazine zum Globus Switzerland Ernst Goehner Switzerland n/a AG Stiftung Oct 2013 Baghdadi International AG 100 Switzerland Loeb Holding AG Switzerland Baghdadi International Switzerland n/a (nine stores) AG Nov 2013 FLAWA AG 50 Switzerland Nicolas Haertsch Switzerland Michele Koller Switzerland n/a (Private Investor) Lehmann(Private Investor) Nov 2013 Wolff & Olsen Fashion 100 Germany Veldhoven Clothing Switzerland - - n/a GmbH & Co. KG Holding AG Nov 2013 Praktiker-Max Bahr 100 Germany Bauhaus AG Switzerland - - n/a Stores(24) Nov 2013 Lafuma SA 51 France CALIDA Holding AG Switzerland - - 46.4 Dec 2013 Fly (Switzerland) AG; 100 Switzerland Conforama SA France Fly France France n/a Fly France (10 stores) Dec 2013 Megapolis Distribution BV 20 Netherlands Philip Morris Switzerland - - 750.0 International Inc Dec 2013 Hellenic Duty Free 49 Greece Dufry Group Switzerland Folli Follie SA Greece 434.4 Shops SA Dec 2013 Hofmann-Menue - Germany Partners Group Switzerland Glide Buy Out Netherlands n/a Manufaktur GmbH Holding AG Partners BV Dec 2013 Arena Italia SpA 100 Italy Capvis Equity Switzerland - - n/a Partners AG Dec 2013 Hjem-IS A/S 100 Denmark Viking-Is A/S Denmark Nestle SA Switzerland n/a Dec 2013 RS Vertriebs AG (incl. 100 Switzerland Coop-Gruppe Switzerland - - n/a nettoshop.ch) Genossenschaft M&A Yearbook – 2014 Edition | 45

Financial Services

Announced Target Stake Target country Bidder Bidder country Seller Seller country Value date (USDm) Jan 2013 ETF Business 100 Switzerland BlackRock Inc United States Credit Suisse Group Switzerland 250.0 (Credit Suisse) AG Jan 2013 QFS Asset 30 United States GAM Group AG Switzerland - - n/a Management LP Jan 2013 Fincentrum - Czech Republic Arx Equity Partners Switzerland - - 52.6 s.r.o.; Capital Dynamics AG; Lubor Zalman (Private Investor) Jan 2013 BSI Trust Corp 100 Singapore Vistra SA Switzerland - - n/a (Singapore) Ltd Jan 2013 LJ Skye (Majority Stake) - Switzerland LJ Group United - - n/a Kingdom Feb 2013 Centrapriv 50 Switzerland Vistra SA Switzerland - - n/a Feb 2013 Sparkasse Wiesendangen 100 Switzerland acrevis Bank AG Switzerland - - 10.5 Mar 2013 Credit Suisse Strategic Switzerland Blackstone Group L.P. United States Credit Suisse Group Switzerland n/a Partners AG Mar 2013 Fusionierte Gesellschaft Switzerland Raiffeisenbank Switzerland - - n/a Raiffeisenbank Wasseramt Mitte Wasseramt Mitte / Zu Mar 2013 Morgan Stanley-Wealth 100 United Credit Suisse Group AG Switzerland Morgan Stanley United States n/a Mgmt Bus Kingdom Mar 2013 JO Hambro 63 United Bermuda National Bermuda Credit Suisse Group Switzerland 77.6 Kingdom Limited AG Apr 2013 AF Bank - Russia Investor Group Switzerland Astana Finance JSC Kazakhstan 32.2 Apr 2013 Royal Park Investments 100 Belgium Credit Suisse Group Switzerland Ageas NV; BNP Belgium; 2,998.0 NV/SA (debt portfolio) AG; Lone Star Fund VIII Paribas SA; France; (US), L.P. Government of Belgium Belgium May 2013 Lloyds Banking Group 100 Switzerland Union Bancaire Switzerland Llyods Banking Group United 151.1 (International PB Privee{UBP} Plc Kingdom Business) Jun 2013 Hyposwiss Privatbank AG 100 Switzerland Falcon Private Bank Ltd Switzerland St. Galler Switzerland n/a Zürich (CEE PB Business) Kantonalbank Jun 2013 Hyposwiss Privatbank 100 Switzerland Banque Privée Espírito Switzerland St. Galler Switzerland n/a AG Zürich (Latin America Santo Kantonalbank Business) Jun 2013 Hyposwiss Private Bank 100 Switzerland Mirelis InvestTrust SA Switzerland St. Galler Switzerland n/a Genève SA Kantonalbank Jul 2013 Vescore Solutions AG - Switzerland TCMG Asset Switzerland - - n/a Management AG Aug 2013 Degroof Banque 100 Switzerland Landolt & Cie. Switzerland - - n/a Privée SA Aug 2013 SVG Investment 100 United Hansa AG Switzerland - - n/a Managers Ltd Kingdom Aug 2013 Trinova Invest AG 100 Switzerland Sallfort Privatbank AG Switzerland - - n/a Aug 2013 Banque de Depots et de 100 Switzerland Banque Cramer & Switzerland UBI Banca Scpa Italy n/a Gestion SA Cie SA Aug 2013 Customized Fund 100 United States Grosvenor Capital United States Credit Suisse Group Switzerland 200.0 Investment Group Management LP AG Aug 2013 UBS AG - OTC commodity - Switzerland JP Morgan Chase & Co. United States - - n/a derivatives business Sep 2013 LLB(Schweiz)AG-Lugano 100 Switzerland PKB Privatbank AG Switzerland Liechtensteinische Switzerland n/a Branch Landesbank (Switzerland) AG Sep 2013 MIG Bank 100 Switzerland Swissquote Group Switzerland - - n/a Holding AG 46 | M&A Yearbook – 2014 Edition

Financial Services

Announced Target Stake Target country Bidder Bidder country Seller Seller country Value date (USDm) Oct 2013 Absolute Invest AG 41 Switzerland Alpine Select AG Switzerland - - 70.4 Oct 2013 FWD Group Management 12 Hong Kong Swiss Reinsurance Switzerland - - 425.0 Holdings SAR Co Ltd Oct 2013 Solvalor fund 100 Switzerland Realstone SA Switzerland Vavite Holding SA Switzerland n/a management SA Nov 2013 Nationale Suisse - Switzerland Schweizerische Mobiliar Switzerland - - n/a Nov 2013 Basler Osiguranje Zagreb 100 Croatia UNIQA Austria Baloise Holding Switzerland 102.6 d.d.; Basler Osiguranja Versicherungen AG Nov 2013 LCP Libera AG 100 Switzerland Paros Capital AG Switzerland Lane Clark & Peacock United n/a (LCP) Kingdom Nov 2013 Sul America SA 15 Brazil Swiss Re Direct Switzerland ING Insurance Netherlands 334.0 Investments Co Ltd International BV; Larragoiti Family Nov 2013 DLJ Investment 100 United States Portfolio Advisors LLC United States Credit Suisse Group Switzerland n/a Advisors LP (CS Group) Nov 2013 WMPartners AG 100 Switzerland Julius Baer Group Ltd Switzerland Balthasar Meier; Willi Switzerland n/a Leimer; Heiner Gruter (private investors) Nov 2013 New China Life Insurance 5 China Swiss Reinsurance Switzerland Zurich Insurance Switzerland 493.0 Co Ltd Co Ltd Co Ltd Nov 2013 AKB Privatbank 100 Switzerland Privatbank IHAG Switzerland - - n/a Zuerich AG Zuerich AG Dec 2013 E.I.M. SA 100 Switzerland Gottex Fund United Arpad Busson (Private United 33.8 Management Holdings Kingdom Investor) Kingdom Limited Dec 2013 Credit Suisse - Switzerland Bethmann Bank AG Germany Credit Suisse Switzerland n/a (German PB Business) Dec 2013 Vivium Assurances - Belgium Baloise-Holding AG Switzerland P&V Assurances Belgium n/a Dec 2013 UBS AG-CEFS 100 Switzerland Montagu Private United UBS AG Switzerland n/a International Equity Ltd Kingdom M&A Yearbook – 2014 Edition | 47

Industrial Markets

Announced Target Stake Target country Bidder Bidder country Seller Seller country Value date (USDm) Jan 2013 Thermoset, Inc. 100 United States Sulzer Ltd Switzerland Thermoset, Inc. United States n/a (Carbon Business assets) Jan 2013 Maes SA 100 France Bühler AG Switzerland - - n/a Jan 2013 Colibrys SA 100 Switzerland Safran SA France - - n/a Feb 2013 Brunner AG 100 Switzerland Artum AG Switzerland - - n/a Feb 2013 AFG Arbonia-Forster- 100 Switzerland Metall Zug Switzerland AFG Arbonia-Forster- Switzerland n/a Holding AG (Refrigeration Holding AG Technology Business) Feb 2013 BRITZE Elektronik und 100 Germany Hadimec AG Switzerland - - n/a Gerätebau GmbH Feb 2013 Hilpert Electronics AG 100 Switzerland Artum AG Switzerland Pius Essig (Private Switzerland n/a Investor); Ruedi Ryser (Private Investor) Mar 2013 ILAPAK 40 Switzerland IMA Industria Macchine Italy - - 11. 7 INTERNATIONAL SA Automatiche SpA Mar 2013 Cycleurope KA Int SASU 100 France Intersport PSC Switzerland - - n/a Holding AG Mar 2013 Anhui Zhongding Sealtech 100 China Dätwyler Holding AG Switzerland - - 63.6 / Hankook Sealtech Mar 2013 Boen AS 100 Norway Bauwerk Parkett AG Switzerland Johan G Olsen AS Norway n/a Apr 2013 KWC AG 100 Switzerland Franke Artemis Switzerland IK Investment United n/a Management AG Partners Limited Kingdom Apr 2013 RUAG Mechanical 100 Switzerland Berghoff Holding GmbH Germany Ruag Holding AG Switzerland n/a Engineering AG Apr 2013 Hakama AG 40 Switzerland INDUS Holding AG Germany Marius Haberthur Switzerland n/a (Private Investor); Fritz Kasper (Private Investor) Apr 2013 TECCO GmbH 100 Germany Ilford Group AG Switzerland - - n/a Apr 2013 ALTRATEC Automation 100 Germany André Müller, Clemens Switzerland - - n/a GmbH Ruckstuhl (private investors) Apr 2013 Power-One Inc 100 United States ABB Ltd Switzerland - - 1,111.5 Apr 2013 Kraft & Bauer 100 Germany Invision Private Switzerland Klaus Bauer (Private Germany 31.7 Equity AG Investor) Apr 2013 Walter Meier (Klima - Germany Swegon AB Sweden Walter Meier AG Switzerland 16.5 Deutschland) GmbH Apr 2013 Tschantré - Switzerland Tschon, Dominik / Switzerland - - n/a Uebersax, Alfred May 2013 LGR Los Gatos Research 100 United States ABB Ltd Switzerland - - n/a May 2013 Hakan Plastik Boru ve 90 Turkey Georg Fischer Piping Switzerland - - n/a Profil Sanayi Ticaret A.S. Systems Ltd May 2013 Schwab 100 Switzerland Faiveley Transport SA France Cross Equity Partners Switzerland n/a Verkehrstechnik AG AG May 2013 Asic Robotics AG 100 Switzerland STS Management AG, Switzerland - - n/a Renaissance PME, SVC-AG Jun 2013 Bühler Thermal - Switzerland Cross Equity Switzerland Buehler AG Switzerland n/a Processes AG Partners AG Jun 2013 KCPC- Elevator & 100 Kuwait Schindler Holding AG Switzerland Kuwait Co. for Kuwait 48.0 Escalators Process Plant Construction & Contracting KSC Jun 2013 Pacovske strojirny as 100 Czech Republic Safichem Group AG Switzerland CKD Group - n/a 48 | M&A Yearbook – 2014 Edition

Industrial Markets

Announced Target Stake Target country Bidder Bidder country Seller Seller country Value date (USDm) Jun 2013 Portec Group 100 United States Interroll Holding AG Switzerland Intercline Equity United States n/a International Inc Partners Jun 2013 AFG Arbonia-Forster 100 Switzerland Muhr Und Bender KG Germany AFG Arbonia-Forster Switzerland n/a Holding AG (Forster Holding AG Precision Steel Tubes business unit) Jul 2013 MAHLE 100 Switzerland Quantum Kapital AG Switzerland Mahle GmbH Germany n/a Motorkomponenten Schweiz Jul 2013 Vierte Solar Energy - Italy Tantris Capital AG Switzerland Partenum GmbH & Germany 8.0 International GmbH & Co. Co. KG KG (Two Photovoltaics Plants) Jul 2013 Schmolz + Bickenbach AG 60 Switzerland Renova Group of Russia - - 934.0 Companies Jul 2013 Alstom SA-Ring Motor 100 Spain ABB Ltd Switzerland - - n/a Business Jul 2013 Invado Sp zoo 100 Poland Looser Holding AG Switzerland - - n/a Aug 2013 Kaiser Optical 100 United States Endress+Hauser Switzerland Rockwell Collins, Inc. United States n/a Systems Inc Management AG Sep 2013 Global Infrastructure and 100 Switzerland Colfax Corp United States Fläkt Woods Switzerland 254.2 Industry Business Group AG (Fläkt Woods) Sep 2013 Efora Oy 49 Finland Stora Enso Oyj Finland ABB Ltd Switzerland n/a Sep 2013 MEWAG 100 Switzerland Daetwyler Holding AG Switzerland - - n/a Maschinenfabrik AG Oct 2013 Fullchamp Technologies 45 Taiwan Ronal AG Switzerland Mayer Steel Pipe Taiwan 19.6 Co Ltd Corporation Oct 2013 Walter Meier AG-Tools 100 Switzerland Tenex Capital United States Walter Meier AG Switzerland n/a Business Management L.P. Oct 2013 ELBI Electric - Turkey ABB Asea Brown Switzerland - n/a International Trade Co Boveri AG Nov 2013 Schöttli AG 100 Switzerland Husky Injection Molding Canada CGS Management Switzerland n/a Systems Ltd Nov 2013 Tornos Holding AG 67 Switzerland Walter Fust Switzerland - - 67.1 Nov 2013 Nexis Fibers AG 45 Switzerland Accu Holding AG Switzerland Nexis Fibers AG Switzerland 13.2 Nov 2013 Sinar Photography AG 100 Switzerland Leica Camera AG Germany - - n/a Dec 2013 DEK International GmbH 100 Switzerland ASM Pacific Technology Hong Kong Dover Corporation United States 170.0 Limited Dec 2013 Alucoil India Pvt. Ltd - India 3A Composites Switzerland Alucoil India Pvt. Ltd India 11. 0 (production facilities) Holding AG Dec 2013 VAT Vakuumventile AG - Switzerland Capvis, Partners Group Switzerland - - n/a Dec 2013 Mitsubishi Motors - Germany Emil Frey AG Switzerland - - n/a Deutschland M&A Yearbook – 2014 Edition | 49

Pharmaceuticals & Life Sciences

Announced Target Stake Target country Bidder Bidder country Seller Seller country Value date (USDm) Feb 2013 DIESSE Diagnostica 50 Italy Orphee SA Switzerland - - 20.1 Senese SpA Feb 2013 Akinion - Sweden b-to-v Partners AG Switzerland Karolinska Sweden 39.6 Pharmaceuticals AB Development AB Feb 2013 La Tour Reseau 100 Switzerland HDLT Holding SA Switzerland Colony Capital , LLC United States n/a de Soins SA Feb 2013 Hospital de la Providence - Switzerland Genolier Swiss Medical Switzerland - - n/a Network SA (GSMN) Mar 2013 Albion Medical 100 United States Ares Life Sciences AG Switzerland Raymond James United States n/a Holdings Inc Financial, Inc. Mar 2013 AmerisourceBergen Corp 8 United States Walgreen, Alliance Switzerland - - 1,167.3 Boots Apr 2013 Sanofi-Aventis US LLC- 100 United States Covis Pharma Sarl Switzerland - - n/a Brand Apr 2013 Planet 100 United States Ares Life Sciences AG Switzerland - - n/a Biopharmaceuticals Inc May 2013 Privatklinik Bethanien Switzerland Aevis Holding SA Switzerland - - n/a May 2013 Okairos AG 100 Switzerland GlaxoSmithKline PLC United Life Science Partners, Switzerland 323.6 Kingdom Novartis May 2013 Novartis AG (Cardioxane) - Switzerland Clinigen Group Plc United Novartis AG Switzerland 33.0 Kingdom Jun 2013 Flowsense Medical Ltd 100 Israel Baxter Healthcare SA Switzerland - - 7. 0 Jun 2013 Pharmatron AG 100 Switzerland Sotax AG Switzerland - - 15.0 Jul 2013 Constitution Medical 100 United States Roche Holding AG Switzerland Warburg Pincus United States 220.0 Investors Jul 2013 SWISS SMILE - Switzerland EQT Partners BV Sweden Bellevue Asset Switzerland n/a SCHWEIZ AG Management AG Jul 2013 Janssen Pharmaceutica - Belgium Eumedica Switzerland Johnson & Johnson United States 25.0 NV Pharmaceuticals A.G. Aug 2013 Klinik Villa im Park AG 100 Switzerland Genolier Swiss Medical Switzerland - - 23.0 Network SA Aug 2013 Endosense SA 100 Switzerland St Jude Medical Inc United States - - 334.5 Aug 2013 Ceptaris Therapeutics 100 United States Actelion Ltd Switzerland - 246.6 Aug 2013 RIWISA AG 100 Switzerland Flextronics Singapore - - n/a International Ltd Sep 2013 Jetter AG - Germany Bucher Industries AG Switzerland - - 18.0 Sep 2013 Biomnis SA - France AXA Private Equity; Switzerland Duke Street LLP United n/a Partners Group Holding; Kingdom Bio Alfras Oct 2013 Acino Holding AG 80 Switzerland Pharma Strategy Switzerland - - 350.7 Partners GmbH; Nordic Capital; Avista Capital Partners LP Oct 2013 Medentika GmbH 51 Germany Instramed AG Switzerland - - 43.5 Oct 2013 Createch Medical SL 30 Spain Straumann Holding AG Switzerland - - 0.0 Oct 2013 Finox AG 100 Switzerland BV Holding AG Switzerland - 9.3 Oct 2013 Schmerzklinik Basel - Switzerland Genolier Swiss Medical Switzerland n/a Network (GSMN) Nov 2013 Anteis SA 100 Switzerland Merz Pharma GmbH & Germany BB Biotech Switzerland n/a Co KGaA Ventures G.P. Nov 2013 Cisbio Bioassays 100 France Argos Soditic SA Switzerland Ion Beam Applications Belgium 25.0 SA Nov 2013 Correvio International Sarl 100 Switzerland Cardiome Pharma Corp Canada - - 23.8 Nov 2013 Novartis AG (Blood 100 Switzerland Grifols SA Spain - 1,675.0 transfusion diagnostics unit) 50 | M&A Yearbook – 2014 Edition

Power & Utilities

Announced Target Stake Target country Bidder Bidder country Seller Seller country Value date (USDm) May 2013 BEC AG 41 Switzerland AEW Energie AG Switzerland Industrielle Werke Switzerland n/a Basel (IWB) May 2013 Societa Elettrica 61 Switzerland PRH Holding SA Switzerland Alpiq Holding AG Switzerland 97.5 Jun 2013 Solarparc AG-Wind Farm 100 Germany B Capital Partners Switzerland - - n/a Portfolio Jul 2013 CHI.NA.CO Srl 100 Italy BKW AG Switzerland - - 51.5 Aug 2013 Leclanché SA - Switzerland Bruellan Corporate Cayman Islands - n/a Aug 2013 Enertrag-Wind Farm 70 France EKZ Renewables AG Switzerland - - n/a Portfolio Aug 2013 Edisun Power AG 100 Switzerland BE Netz AG Switzerland - - n/a Oct 2013 EDP Renovaveis, SA 49 France Axpo Holding AG Switzerland - - 171.0 (9 wind farms portfolio) Nov 2013 9 Windparks in Frankreich 49 France Axpo Holding AG Switzerland Electricidade de Portugal 171.1 Portugal SA (EDP) Dec 2013 Alpiq Holding Ltd - Switzerland Cimo Compagnie Switzerland Alpiq Holding Ltd Switzerland n/a Monthel industrial power industrielle de station Monthey SA Dec 2013 Acciona Energy SA 100 Germany Swisspower Switzerland Addiona Energy SA - 215.0 (18 Wind farms) Renewables AG

Technology, Media & Telecommunications

Announced Target Stake Target country Bidder Bidder country Seller Seller country Value date (USDm) Jan 2013 nicko tours AG - Switzerland Capvis Equity III LP Switzerland - - n/a Jan 2013 Metro Danmark A/S 100 Denmark Tamedia AG Switzerland - - n/a Feb 2013 Kuoni Reisen Italy Switzerland The RS Holding Italy - - n/a Feb 2013 Scalaris AG 100 Switzerland Schweizerische Post Switzerland - - n/a Feb 2013 Entris IT Outsourcing 100 Switzerland Swisscom IT Switzerland - - n/a Services AG Feb 2013 The Sage Group Plc (C&I, - United Argos Soditic SA Switzerland The Sage Group Plc United 44.4 ATL, Automotive and Kingdom Kingdom Aytos product suites) Feb 2013 Softonic International SL 30 Spain Partners Group Switzerland Digital River Inc United States 107.7 Holding AG Mar 2013 Orell Fuessli-Book 100 Switzerland Thalia Buecher AG-Book Switzerland - - n/a Retailing Retailing Business Apr 2013 TalkTalk Telecom GmbH 100 Switzerland mobilezone holding AG Switzerland The Phone House United n/a Holding (UK) Kingdom May 2013 Sedna Informatik AG 100 Switzerland Bechtle AG Germany - n/a May 2013 MCI Group Holding SA - Switzerland Winch Capital 2 FCPR France - - n/a May 2013 Naxoo - Switzerland upc cablecom Switzerland Kanton Geneva Switzerland 60.0 Holdings GmbH Jun 2013 Entris Operations AG 100 Switzerland Swisscom IT Switzerland Berner Kantonalbank; Switzerland n/a Services AG RBA-Holding AG Jun 2013 IQS Avantiq AG 100 Switzerland Wolters Kluwer United States Brigitta Best (Private Switzerland 12.0 Corporate Legal Investor); Larissa Best Services (Private Investor) Jun 2013 Hybris AG 100 Switzerland Systeme Anwendungen Germany Meritech Capital United States; n/a Produkte AG{SAP AG} Partnerrs; HGGC, United States; LLC; Greylock Israel Israel M&A Yearbook – 2014 Edition | 51

Technology, Media & Telecommunications

Announced Target Stake Target country Bidder Bidder country Seller Seller country Value date (USDm) Jun 2013 Exacq Technologies Inc 100 United States Tyco International Ltd Switzerland - - 150.0 Jun 2013 Globetrotter Travel - Switzerland Diethelm Keller Switzerland - - n/a Service AG Holding AG Jun 2013 Mimacom AG 100 Switzerland Management Vehicle Switzerland - - n/a Jul 2013 Lebara GmbH 100 Switzerland Sunrise Switzerland - - n/a Communications AG Jul 2013 Informa Group plc 100 Switzerland Providence Equity United States - - 145.6 (five corporate training Partners LLC businesses) Jul 2013 Indra Sistemas SA - Spain Springwater Capital Switzerland Indra Sistemas SA Spain 23.0 LLC,Geneva Jul 2013 Delion Communications 100 Spain Springwater Capital Switzerland - - 22.5 SLU LLC,Geneva Aug 2013 Sterci SA 100 Switzerland Bottomline Technologies United States Private Investors Switzerland 120.2 Inc Aug 2013 Ziegler Druck- und 71 Switzerland Tamedia AG Switzerland - - 54.1 Verlags-AG Sep 2013 Oclaro Switzerland GmbH 100 Switzerland II-VI Inc United States Oclaro Inc. United States 115.0 Sep 2013 e-fon AG - Switzerland upc cablecom GmbH Switzerland - - 15.0 Nov 2013 Digital Window Limited 50 United Zanox.de AG Switzerland - - n/a Kingdom Nov 2013 Pargroup Holding AG - Switzerland AB Arkas Switzerland - - 11. 0 Beteiligungs AG Dec 2013 Swissvoice AG 100 Switzerland invoxia SAS France Oristano Holdings Ltd Switzerland n/a Dec 2013 DL-Groupe GMG SA 67 Switzerland Swisscom AG Switzerland - - n/a Dec 2013 Swisscom IT Services 40 Switzerland Swisscom AG Switzerland Basellandschaftliche Switzerland n/a Sourcing AG Kantonalbank (BLKB); Basler Kantonalbank AG Dec 2013 Victoria-Jungfrau 100 Switzerland Swiss Private Hotel AG Switzerland - - 93.0 Collection AG Dec 2013 Compudata AG 100 Switzerland The Descartes Systems Canada - - 1 7. 9 Group Inc Dec 2013 Integrated Wireless 100 Australia Ascom Holding AG Switzerland - - 8.9 Pty Ltd Dec 2013 Sarenet SA 80 Spain Springwater Capital LLC Switzerland Vocento SA Spain 18.9 52 | M&A Yearbook – 2014 Edition

Other Industries

Announced Target Stake Target country Bidder Bidder country Seller Seller country Value date (USDm) Jan 2013 Rue d’Italie/Rue de Rive, 100 Switzerland Swisslife Switzerland Private Investor Switzerland n/a Geneva Jan 2013 Safcomar Overseas SA - Switzerland SDV International France - - n/a (Majority Stake) Logistics Jan 2013 ITX SA - Switzerland Milestone Capital Inc United States - - 23.9 Jan 2013 InoTex Bern AG 100 Switzerland Elis SA France - - n/a Feb 2013 German Real Estate - Switzerland Investorengruppe D Germany Corestate Capital AG - 330.4 Portfolio Mar 2013 Scotrenewables Tidal - United ABB Ltd Switzerland - - 12.0 Power Ltd Kingdom Mar 2013 Immofinanz AG Austria Helvetia Holding AG Switzerland n/a Mar 2013 Pest Control operations - Switzerland Anticimex AB Sweden ISS A.S Denmark 347.5 in 12 countries (ISS) Apr 2013 Terminal Investment 35 Netherlands Global Infrastructure United States MSC Mediterranean Switzerland 1,929.0 Limited SA Partners Shipping Company SA Apr 2013 Hotel Kempinski, St. 100 Switzerland International Investor n/a Immofinanz Gruppe Austria n/a Moritz Group Apr 2013 USG People NV (General - Switzerland Randstad Holding NV Netherlands USG People NV Netherlands 26.0 Staffing activities in six countries) Apr 2013 Vetropack Holding SA - Switzerland Unbekannt Switzerland - - n/a Apr 2013 Lonrho Plc 100 United Private Investors: Rainer Switzerland - - 345.0 Kingdom Marc Frey, Thomas Schmidheiny May 2013 German Real Estate - Germany Corestate Capital AG Switzerland - - 373.0 Portfolio May 2013 Enger Engenharia SA 100 Brazil SGS SA Switzerland - - 330.4 May 2013 Kardex AG-Stow Division 100 Switzerland Averys SA France - - 105.2 May 2013 “Skyper” Building 100 Switzerland Allianz SE Germany UBS Fonds Switzerland 393.9 Jun 2013 SGS SA 15 Switzerland Serena Sarl (Groupe Belgium EXOR SpA Italy 2,607.6 Bruxelles Lambert SA) Jun 2013 TERTIANUM AG 100 Switzerland Swiss Prime Site AG Switzerland "ZKB, Helvetia Holding Switzerland 530.0 AG, Swiss Re” Jun 2013 Ingen Ideas Ltd 100 United Foster Wheeler AG Switzerland - - n/a Kingdom Jun 2013 Keramikland ZG AG 100 Switzerland Tobler Haustechnik AG Switzerland - - n/a Jul 2013 Eidgenoss ZKB, Zurich 100 Switzerland Swisslife Switzerland ZKB Switzerland n/a Jul 2013 Quai Wilson 37, Geneva 100 Switzerland Crest Switzerland Ltd Cayman Islands Pro-Mond SA Switzerland n/a Jul 2013 Servisair UK Ltd 100 United Swissport Switzerland Derichebourg SA France 596.9 Kingdom International AG Jul 2013 Westcenter,St Gallen 100 Switzerland ACRON AG Switzerland - - 65.6 Aug 2013 Da Vinci Market Central 100 Italy GWM Group Switzerland - - 174.0 Aug 2013 Pyromex Holding AG 70 Switzerland PowerHouse Energy United - - 82.2 Group PLC Kingdom Aug 2013 Giger-Uwa AG 100 Switzerland Zindel + Co AG Switzerland - - n/a Sep 2013 GRETAG AG, Regensdorf 100 Switzerland Peach Property Switzerland GRETAG AG Switzerland n/a Sep 2013 PharmaFocus AG 50 Switzerland NOWEDA eG Apothek- Germany - - 13.0 ergenossenschaft Sep 2013 Cemex Deutschland AG - United States Holcim Ltd Switzerland Cemex SA - 92.5 Sep 2013 Holcim Ltd - Switzerland Cemex S.A.B. de CV Mexico - - n/a (Operations Spain) Sep 2013 Knorr Technik GmbH 100 Austria Montana Tech Switzerland - - n/a Components AG Sep 2013 de Rham SA 100 Switzerland Investor Group Switzerland - - n/a M&A Yearbook – 2014 Edition | 53

Other Industries

Announced Target Stake Target country Bidder Bidder country Seller Seller country Value date (USDm) Sep 2013 R. Häsler AG 100 Switzerland Investor Group Switzerland - - n/a Oct 2013 Zentrum Wallisellen - Germany Credit Suisse Real Switzerland Allreal Holding AG Switzerland 134.8 Estate Fund Hospitality Oct 2013 Gategroup Holding AG 100 Switzerland LSG Sky Chefs AG Germany - - n/a Oct 2013 SkyWork Airlines AG 40 Switzerland MHS Aviation GmbH Germany - - n/a Nov 2013 VM Verkehrsgesellschaft 100 Germany Transport Capital AG Switzerland Abellio GmbH Germany n/a Mittelhessen GmbH; Verkehrsgesellschaft Werner GmbH & Co. KG; Abellio Leasing GmbH Nov 2013 Nussbaumer 100 Switzerland Frutiger AG Switzerland - - n/a Bauunternehmung AG Nov 2013 Adam Grant Bldg, SF, Cal 100 United States Credit Suisse Group AG Switzerland - - 108.0 Nov 2013 Darwin Airline SA 33 Switzerland Etihad Airways PJSC United Arab - - n/a Emirates Nov 2013 Voith Railservices BV 100 Netherlands Stadler Rail AG Switzerland - - n/a Dec 2013 HVK Family Office 100 Netherlands Vistra SA Switzerland - - n/a Services BV Dec 2013 Projektgesellschaft The 49 Switzerland Swiss Life Holding AG Switzerland Flughafen Zürich AG Switzerland n/a Circle (Unique) Dec 2013 Dresser Bach AG 100 Switzerland KSW Elektro- und Austria Wayne United States n/a Industrieanlagenbau GmbH 54 | M&A Yearbook – 2013 Edition

M&A Group

KPMG’s M&A Group comprises professionals from the Mergers & Acquisitions, Transaction Services, Valuation & Financial Modelling Services, Real Estate and Restructuring teams as well as Legal and Tax experts. Working seamlessly in multi-skilled teams, we help clients cut through the complexity of their transactional and restructuring needs.

Mergers & Acquisitions While acquisitions, sales of businesses and strategic co-operation agreements between companies represent opportunities for the future, they are also among the riskiest corporate decisions. Our goal is to achieve security in transactions and efficient transaction management for our clients. Professional corporate finance advice, sector competence and interdisciplinary know-how are the keys to successful transactions. KPMG’s Mergers & Acquisitions team can support right from planning and structuring the entire acquisition strategy through to closing the deal.

Transaction Services The Transaction Services team helps clients preserve and create value through planning and delivering successful transactions. When clients wish to acquire or dispose of assets or undertake an initial public offering, we can help by highlighting the value drivers, risks and opportunities in the deal that may affect valuation, negotiation, capitalisation and integration or separation of the asset. We remain involved throughout the deal’s life cycle, helping develop appropriate accounting, finance, and tax structures, as well as advising on post-deal and integration strategies.

Valuation & Financial Modelling Services Getting the valuation right is key to successfully realizing value from M&A transactions. Our expert team performs valuations of business entities, intellectual property and intangible assets, as well as financial instruments. These can be provided in the context of mergers, acquisitions and dispositions, taxation planning and compliance, financial reporting, bankruptcy and reorganization, litigation and dispute resolution, and strategic planning. We aid acquirers in their increasing focus on valuation as a basis to drive post-close value by assisting them to maximize strategic flexibility and to actively minimize risk.

Real Estate Real estate can be a dynamic and productive asset. A truly holistic approach is critical to securing the long-term economic performance of properties – an approach that gathers and integrates know-how from the areas of construction, management, taxes and law. Real estate transactions and valuation services form a key part of our function. M&A Yearbook – 2013 Edition | 55

Restructuring When a company’s value is threatened, our Restructuring team can help identify ways around or out of a stressful situation. Working with lenders, stakeholders and all levels of management, our professionals plan and deliver restructuring measures that can improve cash flow, profit & loss and corporate balance sheets and help pave the way for successful corporate turnarounds.

Legal KPMG in Switzerland employs some 50 qualified lawyers, many of whom have completed postgraduate or advanced training abroad. Three main areas reflect the Legal practice’s basic structure – Corporate Law, Legal Financial Services and M&A – supplemented by Legal People Services. The Legal services encompass all major areas of business law. A multidisciplinary approach is indispensable when complex corporate and legal issues or other significant factors such as tax, performance & technology, transaction & restructuring and risk & compliance also need to be analyzed.

Ta x Virtually every entrepreneurial decision produces tax effects. There hardly is a corporate domain that does not face tax issues. KPMG regards the improvement of tax structures and the operational sequence relevant for taxation from an entrepreneurial perspective. A holistic approach enables potential to be fully utilized within the local jurisdiction. KPMG’s Tax practice covers all relevant areas – Corporate and Financial Services Tax, Indirect Tax, Transfer Pricing, International Private Clients, International Executives Services, Intellectual Property/Data Law and more.

Contact us: Patrik Kerler KPMG AG Partner, Head of M&A Badenerstrasse 172 T: +41 58 249 42 02 P.O. Box 1872 E: [email protected] 8026 Zurich

kpmg.ch

We thank all our clients for their trust

Winona Capital SMA und Partner AG InoTex Bern AG Edmond De Rothschild Management KPMG Corporate Finance KPMG Corporate Finance KPMG’s Transaction Services KPMG’s Transaction Services acted as sole M&A lead advisor to acted as sole M&A lead advisor to the advised Winona Capital Management advised Banca Privata Edmond de management on the management shareholders of InoTex Bern AG on on its acquisition of an equity Rothschild Lugano SA on its acquisition buy-out of SME und Partner AG the disposal of 100% of the shares to investment in KJUS of Sella Bank AG with fi nancial, Elis SA regulatory, legal and tax due diligence as well as SPA assistance

January 2013 January 2013 January 2013 February 2013

Syngenta Crop Paragon Partners GmbH Cross Sallfort Privatbank AG Protection AG KPMG’s Transaction Services KPMG’s Transaction Services KPMG’s Transaction Services KPMG Corporate Finance provided Paragon Partners GmbH provided Cross with fi nancial, tax and provided Syngenta with accounting and acted as sole fi nancial advisor to Sallfort with fi nancial and tax due diligence IT due diligence as well as SPA advice tax due diligence advice in connection Privatbank AG on its acquisition of assistance in connection with its and structuring assistance in connection with its acquisition of MRI Seed Zambia Trinova Invest AG acquisition of KADI AG with its acquisition of Bühler Thermal and MRI Agro Processes AG

June 2013 June 2013 July 2013 August 2013

|C|G|S| Management Walter Meier AG Sika AG giesinger gloor lanz & co. Novartis

KPMG Corporate Finance KPMG’s Transaction KPMG’s Transaction Services KPMG’s Transaction Services acted as fi nancial advisor to Walter & Valuation Services advised |C|G|S| Management provided Novartis with vendor Meier AG on the divestiture of provided Sika AG with fi nancial, tax on its acquisition of Hess Group with assistance services and SPA advice Walter Meier Tools to Tenex Capital and pension due diligence as well as fi nancial and tax due diligence in connection with the divesture of Management valuations advice on its acquisition its blood transfusion diagnostics of AkzoNobel’s building adhesives unit to Grifols business October 2013 October 2013 November 2013 November 2013 Gruner AG Walter Meier AG ABB Asea Brown Boveri Ltd Swiss Life

KPMG’s Transaction Services KPMG Corporate Finance KPMG’s Transaction Services KPMG Valuation & Financial provided Gruner AG with fi nancial, acted as sole fi nancial advisor to Walter provided ABB with fi nancial and tax Modelling Services tax and legal due diligence in addition due diligence in connection with its Meier AG on the sale of its German provided expert opinions for fi ve entities to SPA advice in connection with its wholesale air conditioning business, acquisition of Power-One Inc. as part of a planned reorganization of acquisition of a majority stake in Walter Meier (Klima Deutschland) the former AWD group Stucky SA GmbH, to Swegon AB

February 2013 April 2013 April 2013 May 2013

Hansa Aktiengesellschaft

Liechtensteinische Hansa Aktiengesellschaft EQT SK Capital Landesbank KPMG’s Transaction Services KPMG’s Transaction Services KPMG Corporate Finance KPMG’s Transaction Services advised Hansa Aktiengesellschaft on provided EQT with fi nancial and tax acted as sole M&A lead advisor to LLB provided SK Capital with fi nancial, pension their acquisition of SVG Investment due diligence in connection with its Group on the disposal of its Lugano and tax due diligence as well as SPA Managers Limited with fi nancial and tax acquisition of a signifi cant minority branch to PKB Privatbank and tax structuring advice in connection due diligence stake in dental chain swiss smile with its acquisition of Archroma (Textile Chemicals, Paper Specialties and Emulsions businesses) from Clariant August 2013 August 2013 September 2013 September 2013

Syngenta Crop Ascom Capvis and Partners Group Hyposwiss Holding Protection AG KPMG’s Transaction Services KPMG’s Transaction Services KPMG Valuation & Financial KPMG Valuation & Financial provided fi nancial and tax due provided Capvis and Partners Group Modelling Services Modelling Services diligence advice to Ascom in with fi nancial, pension, tax and IT performed an annual valuation analysis advised Syngenta on its integration connection with its acquisition of due diligence as well as SPA and tax for Hyposwiss Privatbank Zürich and of Devgen NV for accounting and tax Integrated Wireless Pty. Ltd and structuring advice in connection with Hyposwiss Private Bank Genève in the purposes, providing valuations of assets, Integrated Wireless Software Pty. Ltd their acquisition of VAT Group scope of an employee benefi t plan intellectual property and legal entities

December 2013 December 2013 2009 – 2013 2012 / 2013 58 | M&A Yearbook – 2014 Edition

We thank all our clients for their trust

Pension fund of Philips AG Zurich

OC Oerlikon Pension fund La Mobilière Zurich Management AG of Philips AG Zurich Assurances & prévoyance KPMG’s M&A Tax Services KPMG’s Real Estate Group KPMG’s Real Estate Group KPMG’s Real Estate Group advised OC Oerlikon Management advised the pension fund of Philips AG advised Zurich Insurance Group on the advised Schweizerische Mobiliar AG on tax aspects, including pre-deal on the sale of a residential property sale of a residential property portfolio in Asset Management AG on the sale of structuring, share purchase agreement portfolio in the Zurich economic area the north-western area of Switzerland a commercial property in the CBD of and transaction execution, on the sale of Lausanne its natural fi bers and textile components businesses to China’s Jinsheng Group 2012 / 2013 2013 2013 2013

Migros-Pensionskasse Centralway

KPMG’s Real Estate Group KPMG Valuation & Financial advised Migros-Pensionskasse on the Modelling Services sale of a shopping center in the Zurich provided an expert opinion on the economic area valuation of certain portfolio companies

2013 2013 ongoing

Stefan Pfister Peter Dauwalder Partner, Head of Advisory Partner, Head of Transactions T: +41 58 249 54 16 & Restructuring E: [email protected] T: +41 58 249 41 80 E: [email protected]

Patrik Kerler Adrian Bieri Partner, Head of M&A Director, M&A M&A Yearbook T: +41 58 249 42 02 T: +41 58 249 28 19 2013 Edition E: [email protected] E: [email protected]

James Carter Bryan DeBlanc Director, Transaction Services Partner, Transaction Services T: +41 22 704 15 48 T: +41 58 249 29 44 E: [email protected] E: [email protected]

Christian Hintermann Timo Knak Partner, Head of Transactions Partner, M&A & Restructuring Financial Services T: +41 58 249 42 04 KPMG’s overview T: +41 58 249 29 83 E: [email protected] of mergers and acquisitions E: [email protected] in Switzerland in 2012 and outlook for 2013 Rolf Langenegger Joshua Martin Director, Valuation Services Director, Transaction Services T: +41 58 249 42 71 T: +41 58 249 35 76 E: [email protected] E: [email protected]

Sean Peyer Johannes Post Partner, Head of Power & Utilities Partner, Head of Valuation T: +41 58 249 53 89 & Financial Modelling Services E: [email protected] T: +41 58 249 35 92 E: [email protected]

Ulrich Prien Patrick Schaub Partner, Head of Real Estate Senior Manager, Transaction Services T: +41 58 249 62 72 T: +41 58 249 42 17 E: [email protected] E: [email protected]

Beat Seger Tobias Valk Partner, Real Estate M&A Partner, Head of Transaction Services T: +41 58 249 29 46 T: +41 58 249 54 61 E: [email protected] E: [email protected]

KPMG AG Badenerstrasse 172 Rue de Lyon 111 P.O. Box 1872 P.O. Box 347 8026 Zurich 1211 Genève 13

The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity. Although we endeavor to provide accurate and timely information, there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future. No one should act on such information without appropriate professional advice after a thorough examination of the particular situation. © 2014 KPMG Holding AG/SA, a Swiss corporation, is a subsidiary of KPMG Europe LLP and a member of the KPMG network of independent firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss legal entity. All rights reserved. kpmg.ch The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International.