M&A Yearbook 2013 Edition

KPMG’s overview of mergers and acquisitions in Switzerland in 2012 and outlook for 2013 2 | M&A Yearbook – 2013 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 2012 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 USD 7 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 USD 14 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 USD 140 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 – 2013 Edition the database on a daily basis. Contacts with Publication date: January 2013 financial investors and companies allow the Order number: E-KP049-G2 database to be completed. [email protected] M&A Yearbook – 2013 Edition | 3

Contents

M&A Yearbook – 2013 Edition KPMG’s overview of mergers & acquisitions in Switzerland in 2012 and outlook for 2013

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 Hot property: Opportunities and risks in Swiss Real Estate 36 Evolve or dissolve: M&A in a world of change 38

Appendix List of 2012 Swiss M&A Transactions 41 M&A Group 58 Tombstones 60

Impressum Designed and produced by KPMG AG, Switzerland Publication name: M&A Yearbook – 2013 Edition Publication date: January 2013 Order number: E-KP049-G2 [email protected]

M&A Yearbook – 2013 Edition | 5

Introduction: Ready for action

In these times of great uncertainty and rapid change, we all recognize the need for successful businesses to remain innovative and to keep evolving. Fortunately, Switzerland continues to attract world-class talent from around the globe, with immigration of well-educated workers complementing domestic skills and expertise and helping to keep Switzerland at the cutting edge of technology and ingenuity.

As the high growth markets of Asia, Africa and Latin America beckon, there is Stefan Pfister literally a world of opportunity for Swiss firms of all sizes and sectors. Except for the Partner, Head of Advisory largest few, many have only just begun to actively move into these markets in a T: +41 58 249 54 16 capacity other than export-based. Yet such a transition is key if operating models are E: [email protected] to keep pace with global trends and our businesses are to remain sustainable for the longer-term.

While much of the West remains pre-occupied with austerity, we have seen a number of home-grown Swiss businesses expand and transform into truly global players through a series of eye-catching acquisitions, supported by strategic divestments and healthy organic growth.

This, our 7th annual review of Swiss Mergers & Acquisitions, charts the stories behind some of Swiss industry’s dramatic success in 2012 and prospects for 2013, focusing on our expectations for the year ahead.

With Swiss firms showing no sign of slowing down in their ambitions, this year looks as though it will be as exciting as any I can recall. With few exceptions, Swiss industry is truly in good shape and ready to seize the challenges and opportunities ahead.

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

L’AGEFI, 30.03.2012 Spring is back for M&A Even after making investments and distributing dividends, the 1,000 top non-financial businesses in the world are still sitting on roughly US$3.5 billion in cash, according to Bloomberg’s statistics.

Balser Zeitung, 30.08.2012 Little Switzerland is buying big All in all, direct investments by Swiss firms abroad are making a significant contribution to the success of the national economy. M&A Yearbook – 2013 Edition | 7

Finanz und Wirtschaft, 02.03.2012 No “business as usual” in M&A Reports of mergers and acquisitions are suddenly becoming more frequent again … Budgets and business plans must be drawn up based on principles that contain considerable uncertainties and risks.

Finanz und Wirtschaft, 24.11.2012 M&A fever in the chemical

sector Benckiser’s takeover offer of BASF has made an offer of US$1.4 billion … Glencore and EUR664 million to purchase Xstrata have progressed further the Norwegian pharmaceutical with their merger after receiving group Pronova. The Board of a green light from the EU Directors at Schiff Nutrition Competition Commission. has already recommended the acceptance of Reckitt

SonntagsZeitung, 18.11.2012 Swiss industry is under pressure Swiss companies are investing in young growth markets The high national debt is burdening the economy – a like Vietnam, Indonesia and Mexico – Switzerland is situation that will not improve in the medium term. The becoming a preferred long-term production location for export-oriented Swiss industry is therefore reorganizing efficient specialists. itself, with a view to exploring new growth markets.

NZZ, 22.03.2012 Companies in a buying mood Finanz und Wirtschaft, 08.11.2012 In the financial sector they Latent merger fever think it is possible that the long- awaited consolidation is gaining financing to case-specific The mergers and acquisitions business is momentum, particularly among flat rates and the general cost languishing. Nevertheless, the persistently the private banks … with regard pressure on several companies optimistic M&A bankers are seeing signs to the health sector, they point could give rise to ’forward of a change in the trend, because companies out that the change in hospital strategies’ with the aim of have plenty of liquid assets and financing expansion or displacement. costs are low. Deal Trends / Summary Executive Summary

Bucking the trend of most of its Eurozone neighbors, the Swiss economy is putting in a strong performance given volatilities in its primary export markets. Thanks to a robust domestic economy and healthy demand for recognized quality products, even the strong Swiss Franc does not quite spell disaster.

Demographics play their part. A steady flow of immigration (around 75,000 in 2012) feeds Swiss industry, with well-educated people attracted by opportunities at some of the world’s leading companies. Indeed, the pool of prospective global employers Patrik Kerler is expanding. While Switzerland has historically been known for exciting roles at its Partner, Head of M&A banks, commodities trading is a sector fast emerging as a provider of tremendous T: +41 58 249 42 02 opportunity to gain global experience in a world-class environment. Across E: [email protected] industries, high numbers of companies migrate their headquarters to Switzerland each year. Although some of these moves are mainly tax-driven, for the time-being they are helping to drive the Swiss Real Estate market, confident consumer sentiment and business growth.

Valuations remain a challenge Dealmaker confidence remained reasonably strong throughout the year despite economic uncertainties. The expectation gap between buyers and sellers appeared to close somewhat by mid-2012 but began to grow again in the second half of the year.

Challenging dealmakers is how to assess business plans. European targets may look cheaper, but it is difficult to ascertain accurate valuations in these uncertain times. If economic recovery returns, they could be fantastic investments, but if there is no turnaround in the foreseeable future, even cheap acquisitions could become a financial drain. Valuations – and overall M&A activity – are therefore heavily dependent on the complexities of Eurozone performance.

Few are feeling the pressure as much as family-business owners asking when is the right time to sell. Succession planning has been a huge issue for many years. Sell in a down market or try to hold on until the good times return?

The emergence of new giants 2012 saw M&A create some truly world-leading businesses. The Sandoz – Fougera Pharmaceuticals deal created the world’s largest generic dermatology player and the Watson Pharmaceuticals – Actavis acquisition resulted in the world’s third largest generics business. The year also marked a step-change in Julius Baer’s business when it added 50% to its AUM by acquiring Bank of America Merrill Lynch’s non-US wealth management business. Meanwhile, Barry Callebaut became the world’s leading cocoa processor. And no mention of 2012 deal activity would be complete without the mammoth Glencore – Xstrata deal at USD40 billion, the largest Swiss transaction of the year furthering Glencore’s efforts to diversify and build critical scale.

Boasting the world’s largest Food & Drinks group, some of the biggest banks and leading Pharmaceutical and Chemicals firms, Switzerland has good reason to be proud of its performance. Building on historical success, it has expanded its global footprint and placed itself firmly at the forefront of key industries. M&A Yearbook – 2013 Edition | 9

Outlook for 2013 Following the growth We must remember that while headlines are preoccupied by conditions in fellow European states, the future of our export industries lay arguably in markets that are further afield. The US looks as though it is recovering (and may rebound as the fiscal cliff discussions are resolved) and increasing numbers of Swiss firms of all sizes recognize the need to move out of their comfort zones and actively seek opportunities in the high growth markets of Asia, Africa and Latin America.

Swiss companies that are not already looking at new markets need to start doing so. Of particular note is that dealmakers would do well to remember that Asia- Pacific does not just mean China. From vast markets in India and Indonesia to the opening up of Myanmar to foreign trade and investment, the potential is huge and continues to grow. We feel that except for some of the largest Swiss players, companies are missing out on this growth or are unsure how to access it, preferring to stick to more traditional and familiar markets in the West.

This is a lost opportunity, as Swiss companies are well positioned to chase market prospects. Even smaller businesses tend to have an international set-up and are not too badly exposed to negative revenue or earnings developments. While they may understandably struggle to set up facilities in unfamiliar, far-flung territories, alternatives such as finding local partners do exist. Business-as-usual, which for many means relying on an export model, is a diminishing option for all but high tech and/or niche market players. Even for these, product commoditization would spell disaster for firms with production facilities in high rent, high labor cost Switzerland.

Positioning for the future 2013 will see many firms shedding non-core assets, which may prove rich pickings for acquirers. Consumer Markets firms in particular are likely to look ever-more closely at rationalizing their brands and moving forward only with the stronger ones.

Other industries are being encouraged by the regulatory environment to review activities. Wealth Managers are tending to cut down on the number of jurisdictions in which they have an active presence as MiFID requirements take hold. Even the Power & Utilities sector looks set to see rapid consolidation and a refocusing on the Swiss domestic market as firms divest of foreign assets in the wake of the government’s recently released Energy Strategy 2050.

We do not view this as a necessarily negative development. “Necessity is the mother of invention” as the old adage goes. Portfolio reshaping and a period of introspection is generally a healthy thing, as long as the focus on growth and improvement is not lost.

As many of Switzerland’s neighbors continue to struggle, Swiss firms have a real opportunity to move forward. Through streamlining, portfolio management and strategic M&A, there exists an unprecedented chance to build true, long-lasting competitive advantage. Leveraging Switzerland’s many positive attributes to leapfrog competitors and reap the rewards once widespread economic recovery is underway.

Patrik Kerler Partner, Head of Mergers & Acquisitions Summary

Top 10 Swiss M&A transactions 2012

Announced Target Stake Target country Bidder Bidder country Seller Seller country Value date (USDm) Feb 2012 Xstrata PLC 66 Switzerland Glencore Switzerland Various Various 40,213 International PLC Apr 2012 Pfizer Nutrition 100 United States Nestle SA Switzerland Pfizer Inc United States 11,850 Jun 2012 Alliance Boots GmbH 45 Switzerland Walgreen Company United States AB Acquisitions Holdings Gibraltar 6,666 Limited Mar 2012 Viterra Inc 100 Canada Glencore Switzerland Various Various 6,121 International PLC Apr 2012 Actavis Group 100 Switzerland Watson United States Novator Partners LLP United 5,806 Pharmaceuticals Inc Kingdom Mar 2012 Pentair Inc 53 United States Tyco Flow Control Switzerland Various Various 5,230 Nov 2012 Ally Financial Inc. 100 Switzerland General Motors United States Ally Financial Inc. United States 4,200 (Europe, Latin America Financial Company and China Operations) Inc Jan 2012 Thomas & Betts Corp 100 United States ABB Ltd Switzerland Various Various 3,901 Oct 2012 Douglas Holding AG 100 Germany Beauty Holding Three Germany Bank Sarasin & Cie AG; Dr Switzerland 1,940 AG August Oetker KG May 2012 Fougera 100 United States Sandoz AG Switzerland Nordic Capital; DLJ United States 1,525 Pharmaceuticals Inc Merchant Banking Partners; Avista Capital Partners, L.P.

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 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 2010 2011 2012

Number Value (USDbn) Value (USDbn) M&A Yearbook – 2013 Edition | 11

Number of deals per industry sector 2012 Split of deals by target/buyer/seller 2010 to 2012

Industrial Markets 180 155 Consumer Markets 160 140 124 126 20% Pharmaceuticals & Life Sciences 22% 120 Technology, Media & 94 100 84 88 Telecommunication 83 69 3% 80 12% Financial Services 56 60 Number of deals 12% Chemicals 40 4% 23 13 15 20 4% Commodities 9% 14% 0 Power & Utilities 2010 2011 2012 2010 2011 2012 2010 2011 2012 2010 2011 2012 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 2012 Foreign acquirers by region 2012

1% 2% 2% 2% Switzerland 1% Western Europe 4% 5% Western Europe North America 7% North America Asia-Pacific 38% 17% 9% Asia-Pacific Central/Eastern Europe 55% Central/Eastern Europe Latin America

Latin America 22% Middle East 35% Africa Africa

Volume by deal size 2012 (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 2006 2007 2008 2009 2010 2011 2012 Cross-border Deal Flows Summary

The US was once again Switzerland’s most important partner for M&A transactions in 2012. With combined deal values of approximately USD 50 billion flowing between the two, 7 of the top 10 deals involving Swiss firms also involved a bidder or target company based in the US.

close up 1

20,619 2,566 North America 29,959 2,642

813

164

2,165 Africa

Latin America Norway 200 M&A Yearbook – 2013 Edition | 13 Bidder Switzerland

United Kingdom 168 Netherlands 150 Poland Belgium 272 463 Kazakhstan 1,395 France 1,173 Target

Spain Switzerland 439

Norway 1,065

close up 1

United Kingdom 1,018 Netherlands Asia-Pacific 134 Germany 27 Guernsey Luxemburg 134 32 France 185

Italy 31

close up 2

Central/ Eastern Europe

1,967

2,546

3,430 Bidder Switzerland Western Target Switzerland

Europe Remarks: – Values in USDm – Value of domestic deal flows in Switzerland 44,271 – 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 -54% to 12 deals 83% to 42 deals

Deal Values -73% to USD 1.3 billion 491% to USD 54.0 billion Top Deal 2012 USD 0.6 billion – Target: Clariant’s Emulsion USD 40.2 billion – Target: Xstrata PLC, Business, Paper Specialities, Textile Buyer: Glencore International PLC Chemicals, Buyer: SK Capital Partners LP Review 2012 Largest deals predominantly represented Dynamism remained high as game-changing the divestment of cyclical businesses and deals thrust Swiss commodities players consolidation in Agro-chemicals. Activity further into the global spotlight, expanding otherwise focused on mid-sized, outbound revenue sources well beyond traditional transactions trading activities Outlook 2013 Expected increase in M&A activity as Traders will continue their quest for market players have enhanced liquidity significant diversification and vertical and seek interesting assets to acquire integration, with a focus on building global technologies and gain a first mover scale and challenging each other for the top advantage spots in particular commodity areas

Consumer Markets Financial Services Deal Numbers -7% to 43 deals -35% to 31 deals

Deal Values 491% to USD 23.8 billion -15% to USD 4.6 billion Top Deal 2012 USD 11.9 billion – Target: Pfizer Nutrition, USD 0.9 billion – Target: BOA Merrill Lynch- Buyer: Nestlé SA Wealth Mgmt, Buyer: Julius Baer Group Ltd

Review 2012 A tale of cross-border expansion in which A quiet year in Private Banking against all Swiss retailers and Food & Drink companies predictions, with the exception of some dramatically extended their geographic step change by Julius Baer and Raiffeisen reach Outlook 2013 Greater collaboration and consolidation UBS and Credit Suisse look set to return to between Food & Drink and Healthcare is on the deal tables in both a buy and sell-side the cards as the health food market booms capacity. In Wealth Management, client portfolio acquisitions will become more common, while larger Insurers’ focus will be on emerging economies

Industrial Markets Pharmaceuticals & Life Sciences

Deal Numbers 20% to 71 deals -46% to 15 deals

Deal Values 44% to USD 12.4 billion -79% to USD 7.9 billion Top Deal 2012 USD 5.2 billion – Target: Pentair Inc, USD 5.8 billion – Target: Actavis Group, Buyer: Tyco Flow Control Buyer: Watson Pharmaceuticals Inc

Review 2012 Modest M&A activity with most small and Generics dominated the headlines with mid-sized businesses remaining risk-averse. transactions creating some of the world’s Especially interesting deals emanating from largest players. Other Pharmaceuticals Asia segments were relatively quiet following mega-deals in prior years

Outlook 2013 Operational measures such as process Pharmaceutical players will continue being automatization and outsourcing will be acquisitive despite a growing focus on supplemented by a search for growth and organic growth due to regulatory and pricing innovation pressures. Generics will be an ongoing M&A hot spot M&A Yearbook – 2013 Edition | 15

Power & Utilities Private Equity

Deal Numbers 200% to 12 deals 94% to 66 deals Deal Values -34% to USD 1.1 billion -9% to USD 21.4 billion Top Deal 2012 USD 0.4 billion – Target: Alpiq Holding AG USD 6.7 billion – Target: Alliance Boots (Energieversorgungstechnik Division), GmbH, Buyer: Walgreen Company Buyer: VINCI Energies S.A.

Review 2012 Released late in the year, Switzerland’s A sellers market in which disposals Energy Strategy 2050 is producing outweighed deal generation levels significant debate over the future of Swiss renewable energy Outlook 2013 Energy companies will continue assessing Managers may need to look more intently at the impacts of the Energy Strategy 2050 on foreign markets given a shortage of available their business plans, potentially lining up assets in Switzerland divestments abroad in order to re-focus on the Swiss market

Technology, Media & Telecommunications Other Industries

Deal Numbers 39% to 50 deals 65% to 76 deals

Deal Values -60% to USD 1.7 billion 503% to USD 9.7 billion Top Deal 2012 USD 0.4 billion – Target: jobs.ch AG, USD 4.2 billion – Target: Ally Financial Inc. Buyer: Tamedia / Ringier (Europe, Latin America and China Operations), Buyer: General Motors Financial Company Inc

Review 2012 The fall in TMT transactions was in line with A steady year in which some of the usual big global TMT trends. A lack of mega-deals dealmakers were absent prevailed, though eCommerce and Technology

yielded some notable transactions

Outlook 2013 Asset values remain a concern, though International expansion, especially in high vertical Technology integration should drive growth markets, is critical to mitigating some interesting acquisitions medium-term vulnerability

Remark: The deal number and value deviations in percent refer to the figures of 2011. 16 | M&A Yearbook – 2013 Edition

Chemicals

The relative lack of deal activity The larger players led what little consolidation was experienced in 2012, in 2012 was a misleading undertaking primarily small and mid-sized acquisitions. They were driven by a common rationale: to gain first mover advantage by securing access to new barometer of activity, masking technologies and innovations. much preparation behind the scenes. Renewed economic Notable acquisitions tended to be outbound transactions. Syngenta’s purchase of Devgen represented a concerted effort by the group to strengthen its product volatility discouraged many offerings in one of the most important crops, by acquiring a best in class hybrid-rice would-be sellers from portfolio. The acquisition of DuPont Professional Products’ insecticide business is a divesting, while buyers who further example of Syngenta’s goal of broadening its service offerings, which may help propel the group towards further growth in what they consider to be vital would have been in a position areas. to complete continue to search for available targets. The result The final quarter of the year saw a number of deals close, including Clariant’s divestment of their Textile, Paper and Emulsions businesses to SK Capital, after was lower than expected having undertaken a strategic review in order to identify parts of its portfolio that activity, with a slight upturn in are ripe for divestment, enabling it to focus on less cyclical areas. The sale the second half of the year. represented the largest transaction of the year. Clariant did, however, still have an eye on growth, forming a joint venture based in Singapore with Wilmar International, an Asian agri-business group, which provides access to a new plant in China.

Lower activity levels overall were due in part to firms still digesting some substantial deals undertaken in the previous year. Many sellers also exercised caution, with economic uncertainty preventing them from bringing assets to market at what they would consider to be acceptable valuations. Prospective purchasers were therefore forced to scour the market for assets that remained Patrick Schaub unattainable. Senior Manager, Transaction Services T: +41 58 249 42 17 Management resource across the sector took advantage of a break in large scale E: [email protected] M&A activity to streamline processes and refining structures, largely maintaining earnings in a difficult business environment.

Outlook for 2013

The pause in activity in 2012 heightens the prospect of an uplift this year, as some of the larger 2011 deals are being more fully integrated and companies once again actively seeking targets. Indeed, annual reviews across the board indicate acquisitive strategies in the short to medium-term.

The persistent problem will be whether there are any interesting assets for sale, and transaction multiples being driven up by intense competition for such. M&A values will otherwise remain healthy by dealmakers focusing on selective, smaller transactions that focus on unique technologies to strengthen portfolios in the face of megatrends such as enhancing crop yields or the use of renewable materials.

We expect inbound activity to yield a number of interesting transactions, as Swiss technologies and know-how are still highly desirable attributes that many chemicals groups around the world keenly pursue. M&A Yearbook – 2013 Edition | 17

Top 5 Swiss M&A transactions 2012

Announced Target Stake Target country Bidder Bidder country Seller Seller country Value date (USDm) Dec 2012 Emulsion Business, 100 Switzerland SK Capital Partners United States Clariant AG Switzerland 550 Paper Specialities, LP Textile Chemicals Sep 2012 Devgen NV 100 Belgium Syngenta AG Switzerland Various Various 463 Aug 2012 DuPont Professional 100 United States Syngenta AG Switzerland DuPont United States 125 Products insecticide business Sep 2012 Pasteuria Bioscience 100 United States Syngenta AG Switzerland Various Various 113 Inc Feb 2012 Aluflexpack d.o.o. 100 Croatia Montana Tech Switzerland Hypo Alpe-Adria-Bank AG Austria 65 Components AG (in consortium with others)

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

Split of deals by target/buyer/seller 2010 to 2012 Number of deals per industry sub-sector 2012

18 17 16 14 8% 12 17% 10 Industrial chemicals 8 8 7 6 Agrochems and seeds 6 Number of deals 4 Speciality chemicals 4 3 2 2 2 75% 2 1 1 0 0 2010 2011 2012 2010 2011 2012 2010 2011 2012 2010 2011 2012 Swiss buyer/ Swiss buyer/ Foreign buyer/ Foreign buyer/ Swiss target Foreign target Swiss target Foreign target (Swiss vendor) 18 | M&A Yearbook – 2013 Edition

Commodities

The building of a new age in Traditional commodity players continued to buy assets in their quest to enhance Swiss commodities continued trading profits via greater optionality in their business models, extending revenue sources into upstream production, blending, refining, storage and other logistics at speed in 2012, with services such as freight. With an eye also on geographic and sector diversification, Switzerland placed firmly on 2012 gave rise to some ground-breaking transactions. The most striking deal was the global map as its players the USD 40.2 billion acquisition of the Xstrata mining group by commodities trading giant Glencore. Far from satisfied with this single transaction, however, Glencore seek to diversify their offerings also extended its reach in grain handling services by buying Canada’s Viterra for beyond traditional trading USD 6 billion as well as increasing its stake in metal miner Kazzinc to almost 70%. activities. Hitting the headlines Further acquisitions ranged from South Africa to Panama, from France to the Ukraine. again was Glencore, this time for its USD 40 billion Well-publicised challenges at some of the oil majors prove good hunting ground for acquisition of Xstrata. Together other Swiss-based commodity firms such as Vitol. A number of smaller deals by other players, including by Louis-Dreyfus Commodities in the Americas, Singapore with impressive expansion and and the Netherlands show a host of Swiss firms moving well beyond pure trader transformation by Gunvor, status. Oil trader Gunvor has also been extremely active in recent years, most Trafigura, Mercuria, Vitol, recently acquiring the former Petroplus oil refinery in Ingolstadt, Germany, on the back of purchasing its Antwerp refinery earlier in the year. Meanwhile, Gunvor Louis-Dreyfus Commodities entered the Russian coal market by acquiring a 60% stake in Kolmar Management and others, the sector is through its joint venture with Volga Resources. undergoing a tremendous Firms continued to prime themselves for expansion, divesting selected assets period of dynamism and where appropriate to secure funds and strengthen their balance sheets ahead of expansion. acquisitions to drive growth in key areas. Mercuria’s sale of half of its terminals business to a subsidiary of Sinopec, and Arcadia’s sale of storage assets in the US, are types of deal that competitors may emulate as they pursue growth. Indeed, Trafigura’s divestment of 20% of Puma Energy in late 2011 to Angola’s Sinangol preceded Puma’s offer in early 2012 Puma Energy for Kenya’s largest oil marketer Kenokolbil, a deal that had not completed at the time of writing.

Pablo Ljaskowsky Partner, Transaction Services Trading & Commodities T: +41 58 249 42 08 Outlook for 2013 E: [email protected] Size matters in the commodities business – in particular building a presence and ability to react quickly across all the world’s major physical trading markets. As with Gunvor, Mercuria appears to have set itself the challenge of entering metals trading on a huge scale, a market presently dominated by Glencore and Trafigura. One of the biggest challenges will undoubtedly be building credibility through scale and breaking into suppliers to the effective duopoly. M&A must assuredly be at the heart of such ambitious plans to achieve critical mass, with organic growth proving too slow to be an effective route in the short to medium-term.

James Carter The oil majors may be a good source of future deals as they re-focus on oil Director, Transaction Services production, thereby freeing up other assets. There is unlikely to be a lack of T: +41 22 704 15 48 prospective acquirers for good assets, especially as it is an area in which some E: [email protected] of the biggest players such as Glencore have yet to undertake a large deal, and intense competition may push up prices.

Should volatility return to the commodity markets in 2013, the profits of the major players may be improved yet further, putting them in an enviable position to be the most powerful hunters on the M&A scene. M&A Yearbook – 2013 Edition | 19

Top 5 Swiss M&A transactions 2012

Announced Target Stake Target country Bidder Bidder country Seller Seller country Value date (USDm) Feb 2012 Xstrata PLC 66 Switzerland Glencore Switzerland Various Various 40,213 International PLC Mar 2012 Viterra Inc 100 Canada Glencore Switzerland Various Various 6,121 International PLC Sep 2012 Kazzinc Ltd 19 Kazakhstan Glencore Switzerland Verny Capital JSC Kazakhstan 1,395 International PLC Sep 2012 38 Shallow Water 100 Switzerland Shelf Drilling United Arab Transocean Ltd. Switzerland 1,050 Drilling Rigs International Emirates (Transocean Ltd.) Holdings, Ltd. Aug 2012 Canadian Fertilizers 34 Canada CF Industries United States Glencore International PLC Switzerland 914 Limited Holdings, Inc.

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 10 4 10 5 2 0 0 0 2010 2011 2012 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 2010 2011 2012 Number Value (USDbn)

Split of deals by target/buyer/seller 2010 to 2012 Remark: Sub-sector data and figures are not available for thissector.

40 34 35

30

25

20

15

Number of deals 8 10 6 4 5 2 2 2 1 0 0 1 0 0 2010 2011 2012 2010 2011 2012 2010 2011 2012 2010 2011 2012 Swiss buyer/ Swiss buyer/ Foreign buyer/ Foreign buyer/ Swiss target Foreign target Swiss target Foreign target (Swiss vendor) 20 | M&A Yearbook – 2013 Edition

Consumer Markets

Management attention is Catapulting Barry Callebaut to a 30% global market share in cocoa processing, the turning to sustainability, as company’s acquisition of Singaporean Petra Food’s cocoa ingredients business serves to boost Callebaut’s presence in Asia and Latin America. Although eclipsed by Nestlé’s supply chains and market USD 11.9 billion acquisition of Pfizer’s Nutrition business, both deals are hugely growth opportunities come important for Switzerland’s Food & Drink sector. Each is a sign of major trends in the under greater scrutiny. industry: a quest for scale, especially in high growth markets; and the convergence of the healthcare and food industries to focus on nutritious foodstuffs and wellness Strategic expansion in the high products. Taking advantage of opportunities in the struggling Spanish and Italian growth markets is a primary industries, Emmi stayed on its expansion trajectory. Building its international concern for those with broader presence, success was reflected in an 18.4% rise in international sales for the first half of 2012, starkly contrasting with a 4.1% decline in Swiss sales. The deals saw global reach, while many Emmi raise its stake in Spain’s Kaiku to 66% and Italy’s Venchiaredo to 26%. others focus on looking for bargains in the Eurozone Following a period of relative quiet, Retailer Migros launched itself once more onto the M&A scene by purchasing 290 German stores from Tegut and raising its stake economies. Rationalization of in Swiss Cash & Carry Angehm from 30% to 80%. As ever in Retail, economies of excessive brand portfolios is scale are key contributors to success. It is not only the large grocers that were busy being observed as well as shopping. While Maus Freres was acquiring the remaining 65% of Lacoste that it did not already own, Valora continued its growth plans through the purchase of the innovation in meeting evolving Swiss business of Germany’s Bretzelbaeckerei Ditsch. customer expectations through more convenient Disappointing some, Swiss Luxury Goods dealmakers had a quiet year in which transaction volumes were considerably down. Those deals that did complete shopping and better health tended to be smaller, concerned with the sale of brands rather than operations. food options. Despite this, there is no doubt that foreign interest in quality Swiss brands and know-how remains strong. This is unlikely to change as Asian and Latin American markets maintain high growth rates.

Outlook for 2013

The blurring of lines between food, health and wellness businesses will accelerate as Food & Drink players develop their offerings to suit evolving consumer tastes. More formal collaborations between the Food and Healthcare industries, as well Patrik Kerler as consolidation within and between them, is likely to result from these trends and Partner, Head of M&A T: +41 58 249 42 02 from the need to meet demographic changes (population growth, an emerging E: [email protected] middle class and generally rising wealth and consumption).

Retailers continue searching for new concepts to attract customers. From combining services with restaurants or providing collection facilities for items ordered online, creativity and convenience are key to success. Leading retailers are especially looking to make food shopping a socially interactive affair.

M&A will be led by a need to pursue expansion in the high growth markets; increased focus on supply chain optimization given commodity price rises and sustainability requirements; cleaning up brand portfolios with a future focus on fewer, stronger brands; and continued consumer interest in health and wellness. Balance sheets remain reasonably healthy, though the sector is unlikely to yield many mega-deals in the coming year, with transactions clustering at the smaller end of the market. That said, the largest players such as Nestlé always retain the capacity to surprise and to employ their considerable financial muscle and international presence to conclude any number of landmark deals.

We expect Luxury Goods firms to return to the deal tables in 2013, completing a number of higher profile acquisitions while remaining on the hunt for selected, smaller deals that offer complementary technologies or distribution opportunities. M&A Yearbook – 2013 Edition | 21

Top 5 Swiss M&A transactions 2012

Announced Target Stake Target country Bidder Bidder country Seller Seller country Value date (USDm) Apr 2012 Pfizer Nutrition 100 United States Nestlé SA Switzerland Pfizer Inc United States 11,850 Jun 2012 Alliance Boots GmbH 45 Switzerland Walgreen Company United States AB Acquisitions Holdings Gibraltar 6,666 Limited Oct 2012 Douglas Holding AG 100 Germany Beauty Holding Three Germany Bank Sarasin & Cie AG*; Switzerland 1,940 AG Dr August Oetker KG Dec 2012 Petra Foods-Cocoa 100 Singapore Barry Callebaut AG Switzerland Petra Foods Limited Singapore 950 Ingredients Apr 2012 United Coffee 100 Switzerland UCC Holdings Co Ltd Japan CapVest Limited; Harkjaer United 615 1 Limited Kingdom

*Bank Sarasin reduced its stake in Douglas Holding AG

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

70 25 16

60 14 20 Value of deals (USDbn) 12 50 10 40 15 8 30 10 6 Number of deals

Number of deals 20 4 5 10 2

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

Split of deals by target/buyer/seller 2010 to 2012 Number of deals per industry sub-sector 2012

30 27

25 21 21 19% Food 20 16 14 2% Retail 15 13 40%

9% Apparel 10

Number of deals 7 7 6 Luxury goods 5 2 1 0 Other 0 30% 2010 2011 2012 2010 2011 2012 2010 2011 2012 2010 2011 2012 Swiss buyer/ Swiss buyer/ Foreign buyer/ Foreign buyer/ Swiss target Foreign target Swiss target Foreign target (Swiss vendor) 22 | M&A Yearbook – 2013 Edition

Financial Services

The relative absence from Private Banking and Wealth Management generated greatest interest in the the deal tables of large year. While consolidation did not come to pass to the expected extent – a lack of deals in the Swiss small and mid-sized space surprising observers – Julius Baer players such as ZIG, UBS bucked the trend by concluding some landmark deals. Its purchase of the non-US and Credit Suisse, as well as wealth management business of Bank of America Merrill Lynch added around 50% surprisingly low consolidation to the bank’s size at a price tag of USD 900 million. With its acquisition of Bank of China Geneva and its joint venture with Kairos Investment Management in Italy, in the domestic Swiss private Julius Baer further strengthened its position in selected core markets. Action by banking space, partially the US Justice Department contributed to another of the year’s more interesting explains the slight slowdown in transactions, seeing Wegelin & Co. transfer most of its operations into Notenstein Privatbank, which was sold to Raiffeisen. This shows that even smaller Swiss banks 2012 M&A activity. Julius Baer are not safe from foreign regulators’ attention to business practices. on the other hand was greatly active, adding significant scale Notably absent from deal tables in 2012 were UBS and Credit Suisse, neither of which undertook any sizeable transactions during the year. Both banks have been through acquisitions that mark undergoing a period of introspection and strategic review. out the bank as an increasingly powerful global contender, ACE proved to be the most expansionist Swiss-based Insurer. Eyeing growth in emerging economies, it announced two acquisitions in Mexico and one in while Safra took over Sarasin Indonesia at a combined deal value of USD 1.3 billion. Swiss Re’s divestment of following a successful public Reassure America was part of the group’s efforts to strengthen its capital base offer. Insurance meanwhile and refocus its closed life book business on Europe, while Helvetia’s acquisition of France’s GAN Eurocourtage’s maritime insurance business represented the only was dominated by ACE’s focus transactions involving a Swiss mid-tier insurer. on emerging economies, with key deals in Mexico and Indonesia.

Outlook for 2013

UBS and Credit Suisse are likely to initiate the sale of selected non-core businesses as they seek to satisfy strategic priorities, though they retain the financial muscle to reinforce core businesses with substantial acquisitions should suitable opportunities arise. With pressure on small and medium-sized Private Banks to adjust the focus and size of their operations to align with regulatory requirements, the sale of client books will be more common, reducing the number of jurisdictions Christian Hintermann Partner, Transactions & Restructuring in which they are active and compliant. Foreign owners may also divest Swiss Financial Services operations. The number of private banks in Switzerland fell from 181 in 2005 to 160 T: +41 58 249 29 83 in 2011 – this is expected to accelerate. E: [email protected] Independent Asset Managers may be subjected to takeover talks as the sector remains ripe for consolidation due to increasing regulatory requirements, declining profitability and business successions. While we expect to see a few sizable transactions in this space, the majority of deals will be small.

Swiss Retail Banking has seen very low M&A activity, but additional capital and liquidity requirements, margin pressure and lack of growth potential may challenge smaller players. December 2012 saw the news that Valiant and Berner Kantonalbank were discussing a possible merger. Although since called off, this Philipp Arnet could encourage similar discussions and ultimately consolidation. Partner, M&A Financial Services As larger Swiss Insurers seek to strengthen their positions outside Europe and T: +41 58 249 41 81 E: [email protected] North America, mid-sized players are likely to add scale within Europe, organically and inorganically. The domestic Swiss insurance market will probably see little M&A activity, though some exits of foreign-owned and small-scale players. M&A Yearbook – 2013 Edition | 23

Top 5 Swiss M&A transactions 2012

Announced Target Stake Target country Bidder Bidder country Seller Seller country Value date (USDm) Aug 2012 BOA Merrill Lynch- 100 Switzerland Julius Baer Group Ltd Switzerland Bank of America United States 883 Wealth Mgmt Dec 2012 Intertrust Group 100 Switzerland Blackstone Group LP United States Waterland Private Equity Netherlands 868 Holding SA Investments BV Oct 2012 ABA Seguros 100 Mexico ACE Limited Switzerland Ally Financial Inc. United States 865 Jul 2012 Bank Sarasin & Cie AG 40 Switzerland Grupo Safra SA Switzerland Various Various 699 May 2012 Reassure America Life 100 United States Jackson National Life United Swiss Re AG Switzerland 600 Insurance Company Insurance Company Kingdom

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

60 16 16 15 14 14 14 14 13

50 Value of deals (USDbn) 12 12 12 11 40 10 10 8 30 8 8 7 6 6 6 5 5 5 20 Number of deals Number of deals 4 4 10 2 2

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

Split of deals by target/buyer/seller 2010 to 2012 Number of deals per industry sub-sector 2012

18 17 16 15 13 13 14 16% 12 11 10 Banking 10 9 9 42% Insurance 8 6 23% 6 5 Investment Management Number of deals 4 4 3 Other 2 19% 0 2010 2011 2012 2010 2011 2012 2010 2011 2012 2010 2011 2012 Swiss buyer/ Swiss buyer/ Foreign buyer/ Foreign buyer/ Swiss target Foreign target Swiss target Foreign target (Swiss vendor) 24 | M&A Yearbook – 2013 Edition

Industrial Markets

At the heart of issues facing “Could sell, won’t sell” sums up the mood of many high tech firms with strong Swiss Industrials in these brands and market niches. Partly protected from negative exchange rate and market trends and at lower risk of being substituted, earnings may be down slightly challenging and changing but continue to generate healthy profits and cash flows. With little incentive to sell – markets is sustainability of due also to a lack of investment options for sale proceeds – many family-owned earnings. Many small to mid- companies are awaiting more conducive sale conditions. By contrast, less specialized Swiss industrials had a difficult year. Exports to the Eurozone are the sized firms have relied in lifeblood of many, and less specialized manufacturers in machinery, components recent years on organic growth and steel-related industries that compete mainly on price were hit hard. Small and and margin protection, which mid-sized family-owned businesses were the most risk-averse in terms of M&A, pursuing organic growth and protective strategies such as improving efficiencies are insufficient to secure future and earnings rather than developing the top line. success. Reducing dependency on saturated Notable inbound deals arose from strong deal rationales coupled with well-funded Asian buyers. Tokyo Electron Ltd acquired OC Oerlikon’s Oerlikon Solar business, European markets by orienting giving the Japanese firm access to desirable conversion efficiency technology and towards high growth markets – rare in a Swiss business – an opportunity for the buyer to reduce production is rational but may be a severe costs. OC Oerlikon also sold its technical components and natural fiber business to China’s Jinsheng Group while Toyota Industries acquired Uster Technologies. Fuji challenge for smaller firms Seal’s purchase of Pago widened its offering in self-adhesive labels and labelling lacking financial resources and technology. Previously distressed companies taken over by banks were a further direct operational experience in source of activity as results since improved, such as the sale of lonbond by Credit Suisse and Barclays Ventures to Japan’s IHI Corporation. unfamiliar geographies and cultures. The outbound picture is more varied. Larger businesses such as ABB continued their inorganic growth strategy by acquiring targets across Latin America, China, India and South-East Asia. Securing distribution or manufacturing facilities closer to their customer base, building a global brand with local production is increasingly key to success. European acquisitions also played a vital role for larger Swiss firms. Technology group Bühler extended its advanced material division by acquiring Germany’s Leybold Optics, for example.

Andreas Poellen Outlook for 2013 Director, M&A T: +41 58 249 28 65 E: [email protected] If Eurozone difficulties and limited target availability persist, M&A levels will be comparable to 2012. This may pick up if smaller Swiss firms move to secure product and geographic diversification. Long-term independence depends on occupying a market niche, avoiding product commoditization and gaining access to new intellectual property, qualified workforce and growth markets.

While more specialized firms rely on sizeable cash-generating core businesses, other production cost-sensitive industrials will face significant challenges. Depending on Eurozone developments, another difficult year may prompt difficult decisions over operating models such as outsourcing production to lower cost economies or further automatization of production processes in order to reduce high labor costs. Due to the inherent risks of acquiring in unfamiliar markets, some may decide to enter into strategic alliances with local partners. Some owners, especially those facing succession issues, may decide to divest in 2013.

Larger companies should continue acquiring in high growth economies, also looking for distressed mid-size European firms with value-adding technologies. Targets may arise out of Private Equity portfolio exits as many funds are close to new fundraising rounds. Auction processes should help to sustain prices. M&A Yearbook – 2013 Edition | 25

Top 5 Swiss M&A transactions 2012

Announced Target Stake Target country Bidder Bidder country Seller Seller country Value date (USDm) Mar 2012 Pentair Inc 53 United States Tyco Flow Control Switzerland Various Various 5,230 Jan 2012 Thomas & Betts Corp 100 United States ABB Ltd Switzerland Various Various 3,901 Dec 2012 OC Oerlikon-Natural 100 Switzerland Jiangsu Jinsheng China The Oerlikon Group Switzerland 703 Textiles Industry Co Ltd Feb 2012 Uster Technologies AG 50 Switzerland Toyota Industries Japan Various Various 319 Corporation Jul 2012 WMF 100 Germany KKR Kohlberg, United CapVis Equity Partners AG Switzerland 306 Württembergische Kravis, Roberts & Co. Kingdom Metallwarenfabrik AG

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 8 30

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

Split of deals by target/buyer/seller 2010 to 2012 Number of deals per industry sub-sector 2012

35 33

30 1% Manufacturing & machinery 3% 26 7% 24 25 23 Industrial products & services 20 37% 17 18% Electronics (industrial types 14 13 15 such as robotics) 10 11 Number of deals 10 Automotives 5 3 1 2 Automation 34% 0 2010 2011 2012 2010 2011 2012 2010 2011 2012 2010 2011 2012 Other Swiss buyer/ Swiss buyer/ Foreign buyer/ Foreign buyer/ Swiss target Foreign target Swiss target Foreign target (Swiss vendor) 26 | M&A Yearbook – 2013 Edition

Pharmaceuticals & Life Sciences

With a lot to live up to following With many of the more obvious larger Pharmaceuticals deals having been a high profile 2011, completed in 2010 and 2011, last year saw a lack of sizeable assets available on the market. A repeat of deals on the scale of Johnson & Johnson’s acquisition of Pharmaceutical deals once Synthes and the Takeda Pharmaceutical – Nycomed transaction was therefore again featured prominently on unlikely and indeed did not occur. In fact, the five largest Pharmaceuticals deals of the Swiss M&A scene in 2012. 2012 totalled USD 8.8 billion compared to USD 36.4 billion in 2011. Some potentially high profile deals, such as Roche’s expression of interest in Illumina, meanwhile Two US – Swiss transactions failed to progress. took pride of place, creating the world’s largest generic Of those deals that did take place, some represented truly landmark moves for the players involved. The continued importance of Swiss – US corporate interactions dermatology player and the was once more evident, with two transactions in particular significantly impacting world’s third largest generics the Generics competitive landscape. Watson Pharmaceuticals’ USD 5.5 billion business respectively. For acquisition of Actavis Group created the third largest generics business in the world. Meanwhile, with a price tag of USD 1.5 billion, Sandoz’s purchase of Fougera many Pharmaceutical groups, Pharmaceuticals produced the world’s largest generic dermatology player. however, organic growth will continue to be the order of the 2012 saw a drop in the number of outbound transactions, reflecting that while access to new technologies and products continues to be a common rationale day as pricing and regulatory for deals, pure geographic expansion is being assigned a lower priority. While pressures cause them to focus demographic and socio-economic growth in many emerging markets makes them on core businesses. attractive to the sector, the rapid adoption of tough pricing regimes in many such countries is resulting in potential investors exercising greater caution in assessing whether to expand into a new market.

Inbound acquisitions of Swiss Biotech firms by foreign groups also fell significantly, with the usual European and US bidders being deterred by the strong Swiss Franc and ongoing macro-economic troubles in their home markets.

Joshua Martin Director, Transaction Services T: +41 58 249 35 76 E: [email protected]

Outlook for 2013

With the patent cliff continuing to loom, M&A remains on the agenda as a means of further diversification as well as margin enhancement. However, the mood among Pharmaceutical dealmakers will continue to be one of caution, with M&A plans reined in by the tough regulatory and pricing backdrop against which firms are operating. Ensuring that attention is fixed firmly on strategic reviews and margin protection rather than inorganic growth, 2013 looks set to be relatively quiet in terms of mega-deals. Any major acquisitions will most likely be cross-border due to the continuing scarcity of Swiss assets for sale.

We expect to see greater caution being observed when acquiring in emerging markets. However, acquisitions bringing complementary products and technologies will be more attractive if they possess an emerging market angle.

Despite this, the largest Swiss Pharmaceutical groups – notably Novartis and Roche – retain considerable firepower that can be directed at inorganic expansion should the right targets cross their paths at the right price. M&A Yearbook – 2013 Edition | 27

Top 5 Swiss M&A transactions 2012

Announced Target Stake Target country Bidder Bidder country Seller Seller country Value date (USDm) Apr 2012 Actavis Group 100 Switzerland Watson United States Novator Partners LLP United 5,806 Pharmaceuticals Inc Kingdom May 2012 Fougera 100 United States Sandoz AG Switzerland Nordic Capital; DLJ United States 1,525 Pharmaceuticals Inc Merchant Banking Partners; Avista Capital Partners, L.P. May 2012 Neodent 49 Brazil Straumann Holding Switzerland Private Investors Various 275 AG May 2012 Alliance Medical 100 United States Siegfried Holding AG Switzerland Various Various 58 Products, Inc. Aug 2012 OLIC Ltd. 100 Switzerland Fuji Pharma Japan DKSH Holding AG Switzerland 54

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

Split of deals by target/buyer/seller 2010 to 2012 Number of deals per industry sub-sector 2012

14 12 12 12 11 10 10 Pharmaceuticals 7 8 40% 6 5 Medical technology/lab 4 4 4 53% equipment

Number of deals 4 2 Other 2 1 0 7% 0 2010 2011 2012 2010 2011 2012 2010 2011 2012 2010 2011 2012 Swiss buyer/ Swiss buyer/ Foreign buyer/ Foreign buyer/ Swiss target Foreign target Swiss target Foreign target (Swiss vendor) 28 | M&A Yearbook – 2013 Edition

Power & Utilities

Switzerland’s Energy Strategy Outlining the proposed path for energy transition from nuclear to renewables, the 2050 looks set to dramatically Swiss government’s recently released Energy Strategy 2050 has been the subject of much debate. With five nuclear reactors in Switzerland generating around 40% transform the Power & Utilities of the country’s current electricity and scheduled to go offline by 2035, significant sector in the medium-term. changes are afoot. Requiring a wholesale shift Pressure on firms such as Alpiq, BKW and Axpo stems from their existing heavy from nuclear power to investments in nuclear and hydro-electric power. In order to survive under the predominantly domestic new rules, they will be required to invest in new renewable plants as well as renewable energy, the changes incurring the costs of transitioning away from nuclear, including dismantling and decontaminating existing facilities. required of energy companies are immense and, along with The potential of large-scale photovoltaic (PV) solar and wind plants is considered expected market liberalization, by many to be limited due to demographic and geographic considerations. There is also deemed to be insufficient capability and capacity in the National Grid to could lead to substantial effectively manage alternative micro-energy production. Many are therefore consolidation. questioning whether Switzerland even possesses the capacity for energy independence or whether a degree of reliance on energy imports is unavoidable. The answer to this question will hugely impact future M&A strategies.

The historical tendency has been for Swiss energy groups to secure renewable energy production assets outside Switzerland, especially in French and German onshore wind power. Indeed, a number of such transactions arose in 2012 by EOS Holding, Terravent, Swiss Power, on top of previous years’ deals from a range of other power groups including BKW, Alpiq and Axpo.

Sean Peyer Not that foreign power projects are all plain sailing. Alpiq’s restructuring comes Partner, Head of Power & Utilities on the back of sub-optimal performance as some of its foreign assets have failed T: +41 58 249 53 89 E: [email protected] to meet expectations. As a result, non-core (foreign) assets are being divested in order to focus on the firm’s domestic market, re-establishing it as a predominantly Swiss business.

Outlook for 2013

Legislative changes should give rise to opportunities from supplier industries as the Energy Strategy 2050 looks set to support micro-solar projects such as roof solar panels, requiring supporting technology such as smart controls and metering. As well as boosting significant players in the field such as ABB, this would necessitate power suppliers modifying their business and operating models to accommodate micro-level generation assets, especially smart metering and regulating end-user energy efficiency.

With around 700 power suppliers operating in Switzerland, anticipation of continuing electricity market liberalization will almost certainly trigger substantial consolidation to pare this down to a more sustainable number. How many domestic power suppliers a more liberal market policy could support is open to debate.

In the meantime, industry associations such as Swissmem and Scienceindustries are lobbying the federal government, citing that higher energy prices arising from the Energy Strategy 2050 would jeopardize the long-term competitiveness and sustainability of Swiss industry. Few Swiss groups are therefore likely to place all their bets on the domestic energy market until such arguments are resolved. Cross- border M&A in the renewables space appears to be safe for some years to come. M&A Yearbook – 2013 Edition | 29

Top 5 Swiss M&A transactions 2012

Announced Target Stake Target country Bidder Bidder country Seller Seller country Value date (USDm) Apr 2012 Alpiq Holding AG 100 Switzerland VINCI Energies S.A. United Alpiq Holding AG Switzerland 392 (Energieversorgungs­ Kingdom technik Division) Sep 2012 Nant de Drance SA 15 Switzerland IWB Industrielle Switzerland Alpiq AG Switzerland 324 Werke Basel Jul 2012 Eight wind farms in 100 Switzerland Groupe E SA; Switzerland Eolfi Asset Management France 147 France EOS Holding SA; SI-REN SA Dec 2012 Romande Energie 6 Switzerland Romande Energie Switzerland Alpiq Holding AG Switzerland 85 Holding SA Holding SA May 2012 Repartner Produktions - Switzerland Energie Wasser Switzerland Various Various 54 AG Luzern

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

16 7 7

14 6 6 Value of deals (USDbn) 12 5 5 10 4 4 8 3 3 6 Number of deals

Number of deals 2 2 4 1 2 1

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

Split of deals by target/buyer/seller 2010 to 2012 Remark: Sub-sector data and figures are not available for thissector.

9 8 8 7 7 6 5 4 4 3 3 3 3 Number of deals 2 1 1 1 1 0 0 0 0 2010 2011 2012 2010 2011 2012 2010 2011 2012 2010 2011 2012 Swiss buyer/ Swiss buyer/ Foreign buyer/ Foreign buyer/ Swiss target Foreign target Swiss target Foreign target (Swiss vendor) 30 | M&A Yearbook – 2013 Edition

Private Equity

Thanks to the solid financial Private Equity deal numbers in 2012 will hearten many fund managers, with performance of many portfolio divestments at good returns as well as exits of poorer performing assets ahead of new fund-raising this year. As predicted in last year’s M&A Yearbook, the hunt companies, Private Equity resumed for buy-side opportunities, resulting in fewer Swiss proprietary and firms were eventually able to secondary deals. As a result we saw Swiss houses investing abroad, most notably divest many assets at attractive in Germany, France and Italy. valuations in 2012. This is of Competition from corporates continued to intensify. All things being equal, the crucial importance, as 2013 will odds of victory in a head-to-head between Private Equity and a credible corporate see new rounds of fund-raising bidder are presently stacked in the corporate’s favor. This is in part due to stricter bank lending for Private Equity deals – which looks set to continue in 2013 – but also by many Swiss-based Private as corporates continue to become more professional in their deal approaches. Equity houses. Having narrowed in the first half of 2012, the pricing expectation gap between buyers and sellers widened once more later in the year as uncertain economic prospects made valuations increasingly debatable.

Outlook for 2013

In an environment in which “business as usual” is no longer good enough, it will be Tobias Valk interesting to see the level of Swiss Private Equity interest in acquiring in struggling Partner, Head of Transaction Services European economies. While there are bargains to be had, valuations are tricky and T: +41 58 249 54 61 E: [email protected] returns put at risk by potentially volatile or negative market performances. However, a focus on sub-performing economies may be a necessity for a very simple reason – a severe shortage of corporate spin-offs in growing markets. A further source of deals may be corporates teaming up with Private Equity in place of bank loans, with consequent changes to ownership structures.

We expect the beginning of a revival in secondary buy-outs in Switzerland as PE houses exit portfolio investments, realizing proceeds ahead of new fund-raising. Preparatory moves may continue as in 2012’s Global Blue sale by Barclays Capital and the sale of Stadler Rail, Bartec, WMF and parts of KVT by Capvis.

The next round of fund-raising may be more difficult than the last, however. Investors are more demanding, scrutinising from where fund managers expect growth in their portfolios to come. PE houses citing markets in Latin America, Asia and Africa may face investors cautious over management’s track record of operating in such markets without incurring excessive risk. PE houses must become more proactive in the following fields: Operational efficiencies and in-house business improvement capabilities Continuity within the deal and management teams Demonstrate past success as an indicator of future returns to investors Transparency, providing more data on portfolio performance and returns.

This last point above may prove a tremendous challenge, though the industry may have no choice given discussions about Private Equity falling under the European Commission’s Alternative Investment Fund Manager’s Directive (AIFMD). Private Equity houses that are perceived not to comply or to be sufficiently transparent may find themselves disadvantaged among potential investors under growing pressure from their own stakeholders. There appears to be some way to go before fund managers are prepared for the looming implementation deadline of July 2013.

Private Equity will remain attractive to family businesses owners, but success may depend on bridging the expectation gap with sellers regarding valuations. M&A Yearbook – 2013 Edition | 31

Top 5 Swiss M&A transactions 2012

Announced Target Stake Target country Bidder Bidder country Seller Seller country Value date (USDm) Jun 2012 Alliance Boots GmbH 45 Switzerland Walgreen Company United States AB Acquisitions Holdings Gibraltar 6,666 Limited Apr 2012 Actavis Group 100 Switzerland Watson United States Novator Partners LLP United 5,806 Pharmaceuticals Inc Kingdom May 2012 Fougera 100 United States Sandoz AG Switzerland Nordic Capital; DLJ United States 1,525 Pharmaceuticals Inc Merchant Banking Partners; Avista Capital Partners, L.P. May 2012 Global Blue SA 100 Switzerland Silver Lake United States Equistone Partners Europe Europe 1,259 Management LLC, Partners Group Dec 2012 Clariant’s Emulsion 100 Switzerland SK Capital Partners United States Clariant AG Switzerland 550 Business, Paper LP Specialities, Textile Chemicals

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

Split of deals by target/buyer/seller 2010 to 2012 Number of deals per industry sub-sector 2012

25 Healthcare 22 22

19 3% Chemicals 20 8% 8% 15 Financial Services 15 13 11% 26% Industrial Markets 10 9 10 7 7 Consumer Markets

Number of deals 5 17% 4 Technology, Media and 5 Telecommunication 1 15% 12% 0 Other Industries 2010 2011 2012 2010 2011 2012 2010 2011 2012 2010 2011 2012 Swiss buyer/ Swiss buyer/ Foreign buyer/ Foreign buyer/ Commodities Swiss target Foreign target Swiss target Foreign target (Swiss vendor) 32 | M&A Yearbook – 2013 Edition

Technology, Media & Telecommunications

The key trends shaping the While deal volumes across TMT held reasonably firm, transactions tended towards Technology sector maintained lower values, reflecting the absence of typically larger Telecoms and Semi- conductor transactions. A couple of sizeable Private Equity-led Telecoms buy-outs their pace in 2012. These range in 2011 were the precursor of reduced activity in 2012 as available assets remained from an accelerating shift to scarce and funds devoted time to streamlining and restructuring their assets. mobile applications (driven by Swisscom did remain on the hunt for acquisitions, however: primarily its planned purchase of 75% of Telecom Liechtenstein in addition to acquiring a 33% stake in smartphone and tablet Ringier’s Teleclub through subsidiary Cinetrade. In the Semi-conductor market, penetration), social Swiss fabless module solution providers continued to extend their portfolios. u-blox networking, eCommerce completed three acquisitions to strengthen its leading role in the positioning sector. expansion, big data analytics, Deal volumes in Technology and Software recovered somewhat with activity and cloud computing (in turn being driven largely by European and US players and boosted by an accelerating driving deals around security demand for apps and tablets and integration of these elements. Cloud computing injected further energy into the sector, driving deals across data centers, security solutions and Software as a solutions and Software as a Service (SaaS). Combined, these factors are Service (SaaS)), among others. encouraging more formal collaboration between firms. Most progress appears to 2013 could augur an increase in be being made by US-based firms such as Google, Oracle, Apple and Cisco, with consequent deals in Europe also being driven by the success of these players. The industry-specific developments downturn in the global photovoltaic market added a negative note to Technology, (e.g. banking, health, logistics) meanwhile, with many firms either exiting the area or restructuring their operations as corporates seek to leverage to meet the challenges of a shrinking market in the short-term. productivity gains generated The hunt remains on for ever-more effective linkages between social networking through TMT. and eCommerce, such as cross-promotions to encourage customers to visit online stores through featured advertisements and links. In fact, the ecommerce space was the setting for a number of interesting transactions over the course of the year such as the acquisition of immostreet.ch, travel24.com and jobs.ch.

Outlook for 2013

James Carter Caution over asset values will persist for the foreseeable future, especially while a Director, Transaction Services Eurozone recovery remains questionable. Swiss firms will nonetheless remain at T: +41 22 704 15 48 E: [email protected] the deal tables, with dealmakers seeking acquisitions that will bolster international presence, particularly in the US and high growth Asian markets. Activity will not necessarily translate into mega-deals, however. Many players such as Ascom will pursue predominantly smaller bolt-on acquisitions as they migrate towards their strategic objectives. On the back of improving results and benefiting from some restructuring in 2012, Kudelski could also have capacity to undertake acquisitions as it looks to strengthen its offering in the wider conditional access market. Interest in conditional access firms is strengthened on the heels of Cisco’s acquisition of NDS in 2012.

Posting double-digit growth in Europe and the Americas in the first half of 2012, u-blox is likely to continue actively hunting selected, smaller targets, perhaps building on its success in positioning and wireless products in the Americas and navigation products globally. Given its announced exit from the ST-Ericsson joint venture, ST Microelectronics could also move to strengthen its market position.

As big data analytics take on an increasing role in IT strategy, executives are being prompted to consider vertical integration into Technology firms. Healthcare, advertising and banking players have already made moves in this direction, which could become an expanding trend. M&A Yearbook – 2013 Edition | 33

Top 5 Swiss M&A transactions 2012

Announced Target Stake Target country Bidder Bidder country Seller Seller country Value date (USDm) Sep 2012 jobs.ch AG 100 Switzerland Tamedia / Ringier Switzerland Global Tiger Management United States 416 Jun 2012 Grupa Onet.pl SA 75 Poland Ringier Axel Springer Switzerland Various Various 272 Media AG May 2012 GPC Global 100 Switzerland Perform Media United Private Investors Various 155 Project,RunningBall Services Ltd Kingdom Jul 2012 GMC Software AG 100 Switzerland Neopost SA France Private Investors Various 152 Jan 2012 Trivon AG - Switzerland Virgin Media Inc United Private Investors Various 106 Kingdom

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 2 1 0 0 0 2007 2008 2009 2010 2011 2012 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 2010 2011 2012 Number Value (USDbn)

Split of deals by target/buyer/seller 2010 to 2012 Number of deals per industry sub-sector 2012

20 19 2% 18 16 15 15 16 Computers 14 (hard and software) 12 11 11 10 10 30% 38% Leisure 10 8 8 Telecoms

Number of deals 6 Media/internet 4 Electronics (entertainment 2 0 0 0 18% 12% related) 0 2010 2011 2012 2010 2011 2012 2010 2011 2012 2010 2011 2012 Swiss buyer/ Swiss buyer/ Foreign buyer/ Foreign buyer/ Swiss target Foreign target Swiss target Foreign target (Swiss vendor) 34 | M&A Yearbook – 2013 Edition

Other Industries

As some logistics groups A year in which deal volumes and values were up substantially over 2010 – 2011 seized opportunities thrown saw notable absences from the deal tables. The Transportation and Logistics sector was largely inactive, with typically serial dealmakers such as Kuehne & up by the struggling Eurozone Nagel and Panalpina showing reluctance to enter the M&A arena. Much emphasis economies, the usual on protecting margins and achieving efficiencies may yield future consolidation Transportation and Logistics opportunities, but in 2012 it was not to be. Rather than expanding operations, many firms actually sought to outsource more of their activities. suspects were missing from the M&A action due to Some Swiss groups did act upon opportunities thrown up by the more struggling being adversely affected by Eurozone economies. Swissport’s acquisition of Flightcare from Spain’s FCC Versia is one example, extending its reach in Spain and Belgium. Swissport’s confidence is macro-economic conditions no doubt encouraged by airports’ forecasts of tremendous passenger growth over in Switzerland’s neighbors. the coming decades, which will require substantial additional services such as SGS meanwhile maintained its catering, security and ground handling. This in turn requires the building of all- important scale if market and customer demands are to be met and economies of track record of acquisitions as scale achieved. Especially as competition in the sector remains intense, raising the it continues to pursue global prospect of significant consolidation in the short to medium-term. expansion. Of the larger Professional Services firms, Adecco maintained a low M&A profile in a recruitment market hit by contracting demand for contract and temporary workers. Showing that some think inorganic growth is the best means of expansion in such a tight market, Adecco’s only acquisition of the year was of Japan’s VSN, offering synergy potential and the prospect of significantly expanding Adecco’s Japanese revenues. In a Swiss – Asian transaction in the opposite direction, Lodestone Professional Services succumbed to a takeover by India’s Infosys. Although a relatively small deal at USD 349 million, this is a key step by India’s IT giant to enhance its focus on higher end business. SGS continued as a reliable Rolf Langenegger serial dealmaker, completing more than 15 deals over the course of the year as part Director, Valuation Services of its stated 2014 growth strategy. T: +41 58 249 42 71 E: [email protected]

Outlook for 2013

A degree of recovery in the Eurozone could inject a dose of deal-making confidence into Transportation and Logistics firms Panalpina and Kuehne & Nagel among others, giving them the boost they need to return to the acquisition trail. Changing consumer buying habits – in particular the continuing trend towards online retail – has capacity to provide considerable additional opportunities for logistics firms in providing higher volumes of swift, reliable deliveries. Scale can be key to such activities, leading to consolidation in the sector.

In the struggling Eurozone, the degree of competition in the impending sale of Portugal’s Lisbon, Porto and Faro airports could be interesting, with Zurich airport being among the bidders.

Working hard to meet demand for new residential and commercial properties – especially in Grade A locations such as Zurich, Geneva and Basel – the Construction industry looks set to post another successful year in 2013. Consolidation is unlikely to be the order of the day, however, in an industry that is generally performing well. Any deals are likely to be at the smaller end of the market. Larger deals are only likely to be triggered by cuts in infrastructure spending say in Switzerland’s neighboring countries.

In Professional Services, SGS will continue on its acquisition drive as it seeks to achieve its robust sales targets through a combination of organic and inorganic expansion. M&A Yearbook – 2013 Edition | 35

Top 5 Swiss M&A transactions 2012

Announced Target Stake Target country Bidder Bidder country Seller Seller country Value date (USDm) Nov 2012 Ally Financial Inc. 100 Switzerland General Motors United States Ally Financial Inc. United States 4,200 (Europe, Latin America Financial Company and China Operations) Inc May 2012 Global Blue SA 100 Switzerland Silver Lake United States Equistone Partners Europe Europe 1,259 Management LLC, Partners Group Nov 2012 Uetlihof Office 100 Switzerland Norges Bank Norway Credit Suisse Switzerland 1,065 Complex Zürich Investment Management (NBIM) Sep 2012 Lodestone 100 Switzerland Infosys Ltd India Private Investors Various 349 Management Consultants AG Apr 2012 Novotel Nathan Road 100 China Partners Group Switzerland LaSalle Investment Germany 305 Kowloon Hotel Holding; Management Inc CSI Properties Ltd.; Gaw Capital Partners

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

80 12 30

70

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

Split of deals by target/buyer/seller 2010 to 2012 Number of deals per industry sub-sector 2012

40 38

35

30 16%

25 Real estate 18 18 18 20 17 Logistics & transportation 15 12 51% 11 11 25% Professional services Number of deals 9 10 5 Construction 5 3 0 8% 0 2010 2011 2012 2010 2011 2012 2010 2011 2012 2010 2011 2012 Swiss buyer/ Swiss buyer/ Foreign buyer/ Foreign buyer/ Swiss target Foreign target Swiss target Foreign target (Swiss vendor) Focus Topics

Hot property: Opportunities and risks in Swiss Real Estate Yet another year of historically low interest rates prompted continuing interest in Real Estate investments. With yield spreads and refinancing conditions remaining attractive, we observed a flight to core, quality real estate assets, with both private and institutional investors allocating funds to property as a steady and predictable investment opportunity where risk-adjusted returns can out-strip equity markets.

Attractive to most investor classes An interesting field will be the healthcare market where Record prices are being observed in Grade A locations, with investment encouraged by recent Swiss legislation Swiss centers of economic gravity attracting investment and promoting economic independence will lead to new financing high levels of construction activity. Residential buildings are schemes for hospitals. Many facilities are in need of funds, in particular demand. However, the overall high performing which will henceforth come from the private sector rather nature of the sector masks extremes – exceptionally high than the public purse. activity in the top locations but balanced with low levels of interest in more peripheral, sparsely populated, non- Investment activity remained predominantly domestic, with commercial centers. only a few (though prominent) transactions involving foreign capital. Credit Suisse sold its main banking hub in Zurich to Our 2012 “Swiss Real Estate Sentiment Index” cited a the NBIM (Norges Bank Investment Management) acting for scarcity in the residential segment and strong interest in well- the Norwegian sovereign wealth fund for CHF1 billion. located and long-leased commercial properties. Far from Meanwhile in the leisure sector, a Qatari body purchased demand being confined to institutional investors who see real Hotel Atlantis in Zurich and a Chinese investor acquired Frutt estate as a substitute for bonds, private investors are also Lodge & Spa. Interesting activity has also been seen in Züblin seeking more lucrative investments than those found on Immobilien Holding with Viktor Vekselberg increasing his volatile stock markets and in an environment of persistently holding in the company. low interest rates. Cooling down a hot market Insurance groups and pension funds in particular have been In such conditions, prices have continued to rise, prompting getting in on the action, the latter increasing their allocation in an ongoing discourse between the Swiss National Bank real estate from around 10% in 2005 to an average of 20% in (SNB), the federal government and analysts over whether the 2012. real estate market is sound or is becoming overheated.

Confidence in the segment has been further boosted by the Current discussions focus on the possible introduction of a successful public listing of Zug Estates on the SIX and capital Countercyclical Capital Buffer to calm the markets by raising of several companies such as SPS and Allreal. The mandating banks to require a greater proportion of equity in trend to securitization continued with UBS, Swisslife and mortgage lending. Helvetia spending time and resource in 2012 launching new real estate foundations and funds. Cross-over investments Further, tightened regulations might lead to higher costs of were again a topic in the market, with Zurich (ZIG) raising capital, thereby calming the property market but representing capital for a European Core Fund to diversify the often home- potentially bad news for heavily committed investors. bound allocation in the sector. M&A Yearbook – 2013 Edition | 37

Risk-aversion prevails Future focus on residential Money is not simply being thrown at real estate in an These trends and lower growth expectations are causing unquestioning manner, however. Hidden away in the detail of commercial properties in particular to be subjected to more the sector’s strong performance are often discounted rigorous appraisal, and a worsening of economic conditions properties of lower quality. Indeed, the market is becoming would most likely prevent prices from rising substantially generally more risk-averse, with investors exercising further. We therefore expect commercial property prices to considerable caution over the assets in which they seek to stabilize, while residential buildings remain the main focus of invest. While investors generally do not expect a sudden rise investment activity, with prices in central locations continuing in interest rates, they are keeping a keen eye out for any signs to climb. of an economic slowdown. In this, attention is very much focused on any structural impacts from the European debt Simultaneously, the recent boom in private mortgages looks crisis and whether there will be economic contagion from the set to slow down as banks become more restrictive in their growing list of struggling Eurozone economies. lending and consumers become increasingly prudent. Stability is the watchword – smashed only if there are At the core of these considerations is a concern that real dramatic macro-economic developments in Switzerland and estate revenues may decline due to payment shortfalls by the Eurozone and/or if interest rates substantially change, commercial or residential tenants, impacted also by falling encouraging funds to seek alternative investments. turnover in the retail segment due to the strength of the Swiss Franc. While activity is almost certain to remain high in 2013, buyers will become increasingly critical of assets and more reserved Industry observers and participants alike are on the alert for in the prices they are prepared to pay. indicators of regional oversupply, closely scrutinizing the construction industry and broader market developments. While investors are generally prepared to take on calculated risks, but they are demanding a higher yield if cash flows relating to the property are not secured. Ulrich Prien Partner, Head of Real Estate T: +41 58 249 62 72 E: [email protected] Focus Topics

Evolve or dissolve: M&A in a world of change In a relatively protected and affluent environment, it can be easy to forget that Switzerland is part of a hugely dynamic globalized system of economies, industries, political and social systems. Yet major Swiss firms provide a constant reminder of Switzerland’s interactions and inter-dependencies with the rest of the world. Representing some of the world’s largest businesses in their respective fields, they not only operate in a multitude of economies and cultures, but also employ countless Swiss and foreign nationals here at home.

The possibilities to which these inter-dependencies give rise A renewed economic crisis would hit not only the usual are hugely varied. Events far from Switzerland’s borders can suspects. The Greeks, Portuguese, Italians and Spaniards have significant implications for our businesses. Floods in already face a critical situation. After that it may well be the Thailand; the tragic events surrounding Fukushima in Japan; French, whereupon even the Germans may be vulnerable. the opening up of Myanmar to foreign trade and investment; And occurrences in Germany have a tendency to spill over changes in attitude in and towards North Africa and the into Switzerland given the closeness of the two economies. Middle East in the aftermath of the Arab Spring; the Ongoing problems in the European capital markets could increasing frequency and severity of extreme weather events therefore spell significant trouble for Switzerland, whose as a result of climate change… Opportunities and threats export-oriented industry is exposed given record real estate constantly arise and evolve, impacting directly owned prices and high labor costs. However, Swiss businesses have operations as well as the entire length of the supply chain. the potential to come out of the crisis stronger than those of most other Western nations thanks to relatively strong And that is before we come to technological developments balance sheets and high levels of liquidity, as well as the that are reshaping the way we do business and international association of Swiss goods with quality and communicate. Every generation tends to believe that life is reliability. changing faster than ever before, but consider the fundamental changes experienced over the past decade in Keep your friends close but your enemies closer the way we live and work – and the evolutions in mobile Some of the drivers of Switzerland’s perceived success come technology that continue to accelerate. at a bad moment in European affairs, however. Inter alia, the refusal of the German Bundestag to ratify the proposed tax Beware the company that thinks it is safe and that it can agreement with Switzerland, issues surrounding flight paths stand still, “secure” in its reputation and the quality of its in and out of Zurich airport and upcoming negotiations brand. For events constantly demonstrate to us the inter- concerning the free movement of people with the EU’s new connected nature of the global economy and the rapid pace member state, Croatia. Now is not the best time for foreign with which events can outpace corporate approaches. governments to notice companies seeking tax advantage in the Swiss Cantons. Migration to Switzerland such as that Thank goodness we live in Switzerland seen by Coca-Cola Hellenic or the rapid growth of the In the midst of this upheaval, Switzerland has the good commodities businesses around Zug and Geneva/Lausanne fortune to appear a harbor of wealth, peace and political have the capacity to excite passions among economies that stability. Despite complex challenges arising from the Swiss are struggling for tax revenues, triggering sharp responses Franc / Euro exchange rate, pressures on export industries and counter-actions by EU member states. and the reshaping of the financial industry, confidence remains strong as the economy continues to grow. It may Governments and publics are indeed becoming more vocal in often seem as though Switzerland develops against the odds their sentiments towards multi-nationals’ tax structures, – BIP growth is estimated at 1.3% for 2013, which for many most notably in the US and UK where the media is full of Eurozone companies would be a dream come true given reports of major global firms paying close to zero tax on present conditions. hundreds of millions of dollars turnovers in a given M&A Yearbook – 2013 Edition | 39

jurisdiction. Outrage against corporates minimizing their tax Retaining the lead bills when ordinary citizens are facing severe austerity M&A is, and will remain, at the heart of business strategies. measures could easily turn to anger against the governments This is as true for mid-sized Swiss businesses as it is for the seen to be offering refuge. largest entities. New customers must be found, market entry secured, market share built. For all but the lucky few, this is a It is not difficult to see how quickly things can change or how task that cannot be achieved through organic growth alone. advantage can be used as a basis for criticism and action. While no-one is suggesting that the Swiss economy will The leading Swiss companies have generally shown suddenly become an international pariah and its businesses tremendous vision and strategic logic in undertaking suffer hugely, the fact is that we must all be ready to deal transactions. Such opportunities are also open to mid-market with change, and indeed embrace it. businesses that might use M&A as a tool for injecting entrepreneurism and new capabilities. The CEO’s challenge: M&A as true corporate development Swiss players can, do and should take a leading role in the What do visionary CEOs seek to do in a restless and instable global M&A market, focusing on: market? Control costs? Of course. Move to secure profits Portfolio optimization to achieve true focus and avoid unnecessary risks? Yes, certainly. But most of all Acquiring sustainable growth opportunities they will think about where their businesses can generate Securing market positions (defensive M&A) and occupying new and additional earnings in the years to come. They new, high potential markets. determine how to hedge their bets and how their company can not only survive the current crisis but also seize In a restless and ever-changing world, it is often the company previously unrealized opportunities to stride forward and that can respond quickest that will succeed – the company emerge as a market leader when the crisis has past. that can obtain access to new technologies and secure admission to new markets. M&A is not the solution to all ills, Achieving efficiencies, product development and organic but compared to its sluggish cousin, organic growth, it can growth are all key elements, but more fundamental and offer speed, dynamism and an injection of new competitive radical changes may ultimately require an M&A transaction. advantage when it is most needed. Whether through a landmark deal, a solid bolt-on acquisition or a divestiture, optimizing assets and product portfolios is key to the sustainable long-term development and positioning of a successful company. The TMT sector is a classic example of this. Some years ago, Nokia was king of Patrik Kerler Partner, Head of M&A the mobile telephone universe, controlling the mobile market T: +41 58 249 42 02 and being praised by the financial community and industry E: [email protected] observes for their innovation, success and unbreakable market position. However, typical in any dynamic landscape, Stefan Kuhn competitors such as Apple – for some time a perceived Partner, Head of M&A Tax “cheap” potential takeover target – were busy being creative T: +41 58 249 54 14 behind the scenes, eventually launching products that not E: [email protected] only rivalled but leapfrogged existing handsets in terms of style, usability and desirability, almost decimating Nokia’s presence in the mobile market.

Progressive thinkers across many industries have become experts at seeking out and acquiring smaller players with bright ideas or competitors with complementary technologies. Recognizing that they must stay one step ahead of the market, or preferably drive the market changes themselves, they are never satisfied with the know-how their company currently possesses, always thinking – and in fact knowing – that a start-up somewhere will have an idea that becomes the next big thing, whether in media or in biotech, to name but two.

M&A Yearbook – 2013 Edition | 41

List of 2012 Swiss M&A Transactions

Chemicals

Announced Target Stake Target country Bidder Bidder country Seller Seller country Value date (USDm) Feb 2012 Aluflexpack d.o.o. 100 Croatia Montana Tech Switzerland Hypo Alpe-Adria-Bank Austria 65.0 Components AG (in AG consortium with others) Mar 2012 BASF SE (IMEX offset 100 Germany Quantum Kapital AG Switzerland - - n/a printing inks business) Apr 2012 APAG Holding AG 90 Switzerland Kanoria Chemicals & India - - 8.5 Industries Ltd May 2012 Foamalite Ltd 100 Ireland 3A Composites Holding Switzerland - - n/a AG Jun 2012 Gascogne Laminates 100 Switzerland UPM Raflatac Oy Finland - - n/a Switzerland Aug 2012 DuPont Professional 100 United States Syngenta AG Switzerland DuPont United States 125.0 Products insecticide business Sep 2012 Pasteuria Bioscience Inc 100 United States Syngenta AG Switzerland Various Various 113.0 Sep 2012 Devgen NV 100 Belgium Syngenta AG Switzerland Various Various 463.0 Oct 2012 RUAG Coatings AG 100 Switzerland Impreglon SE Germany - - n/a Nov 2012 Staerkle & Nagler AG 100 Switzerland DKSH Holding Ltd. Switzerland - - n/a Nov 2012 Dobroplast Sp zoo SKA 100 Poland AFG Arbonia-Forster- Switzerland - - n/a Holding AG Dec 2012 Emulsion Business, 100 Switzerland SK Capital Partners LP United States Clariant AG Switzerland 550.0 Paper Specialities, Textile Chemicals 42 | M&A Yearbook – 2013 Edition

Commodities

Announced Target Stake Target country Bidder Bidder country Seller Seller country Value date (USDm) Jan 2012 Terminal de Carvao da 35 Mozambique Vitol Anker International Switzerland Grindrod Limited South Africa 68.0 Matola BV Feb 2012 Xstrata PLC 66 Switzerland Glencore International Switzerland Various Various 40,212.6 PLC Feb 2012 Chemoil Energy Limited 38 Hong Kong Singfuel Investment Pte Switzerland - - 174.0 Ltd (Glencore) Feb 2012 Montanwerke Brixlegg 100 Austria Umcor AG Switzerland - - 365.6 AG Feb 2012 CHAO Kolos 100 Ukraine Glencore International Switzerland Cisp Ltd Ukraine 80.0 PLC Mar 2012 Trevali Mining Corp 9 Canada Glencore International Switzerland - - 18.2 PLC Mar 2012 Coking coal deposit from 100 Canada Xstrata Switzerland - - 500.0 Talisman Energy Mar 2012 GKE Metal Logistics 51 Singapore Louis Dreyfus Switzerland Van Der Horst Energy Singapore n/a Pte Ltd Commodities Asia Pte Limited Ltd. Mar 2012 Viterra Inc 100 Canada Glencore International Switzerland Various Various 6,120.8 PLC Mar 2012 Ello-Puma Distribuidora 100 Brazil AleSat Combustiveis Brazil Trafigura Beheer Switzerland n/a de Combustiveis S.A. S.A. B.V., Grupo Tavares de Melo, Grupo JB, Portus Mar 2012 Cocamar Cooperativa 100 Brazil Louis Dreyfus Switzerland Cocamar Cooperativa Brazil n/a Agroindustrial (Paranavai Commoditites B.V. Agroindustrial orange juice plant) Mar 2012 Optimum Coal Holdings 37 South Africa Glencore International Switzerland - - 414.0 Limited plc Mar 2012 Cockett Marine Oil 50 UK Vitol Holding B.V. Switzerland Grindrod Limited South Africa n/a Limited May 2012 Imperial Sugar Company - United States Louis Dreyfus Switzerland - - 206.0 Commodities LLC May 2012 Petroplus Refining 100 Switzerland Varo Holding SA Switzerland - - n/a Cressier SA May 2012 KenolKobil Ltd 50 Kenya Puma Energy LLC Switzerland - - n/a May 2012 Mineracao Caraiba SA 29 Brazil Glencore International Switzerland Branford RJ Brazil 118.5 PLC Participacoes SA May 2012 Samref Overseas / 24 Panama Glencore International Switzerland Gorupo Bazano S.p.r.l/ Congo 480.0 Samref Congo PLC High Grade Minerals S.A. May 2012 Ingolstadt Refinery 100 Germany Gunvor Group Switzerland - - n/a Jul 2012 Ecoval Dairy Trade - Netherlands Louis Dreyfus Switzerland C.V. Datrex Beheer, Belgium n/a Commoditites B.V. Prominter N.V./S.A Jul 2012 Vale Manganese Norway 100 Norway Glencore International Switzerland - - 168.4 AS PLC Jul 2012 Vale Manganese France 100 France Glencore International Switzerland - - 160.5 SASU PLC Jul 2012 Vale Manganese France/ - France Glencore International Switzerland Vale S.A. Brazil 160.0 Norway SAS PLC Jul 2012 Northern Iron Limited 100 Australia Prominvest AG Switzerland - - 646.0 Aug 2012 Canadian Fertilizers 34 Canada CF Industries Holdings, United States Glencore International Switzerland 914.0 Limited Inc. plc Aug 2012 Kolmar Management 60 Russia Gunvor Group Switzerland - - n/a Company LLC M&A Yearbook – 2013 Edition | 43

Announced Target Stake Target country Bidder Bidder country Seller Seller country Value date (USDm) Sep 2012 38 Shallow Water Drilling 100 Switzerland Shelf Drilling United Arab Transocean Ltd. Switzerland 1,050.0 Rigs (Transocean Ltd.) International Holdings, Emirates Ltd. Sep 2012 ACCL Pty Ltd - Australia Glencore Grain Pty Ltd Switzerland AACL Holdings Australia 0.5 Limited Sep 2012 Griffiths Energy-Mangara 25 Chad Glencore International Switzerland - - 300.0 and B PLC Sep 2012 Griffiths Energy- 33 Chad Glencore International Switzerland - - 31.0 Exploration A PLC Sep 2012 LN Metals International 100 United MRI Trading AG Switzerland - - 12.3 Ltd Kingdom Sep 2012 Melior Resources Inc 66 Canada Pala Investments Switzerland - - 12.6 Holdings Ltd Sep 2012 Kazzinc Ltd 19 Kazakhstan Glencore International Switzerland Verny Capital JSC Kazakhstan 1,395.0 plc Oct 2012 Oil Terminal in Port of 100 Belgium Mercuria Energy Asset Switzerland Nafta (B) N.V. Belgium n/a Antwerp Management B.V. Oct 2012 Mercator Minerals Ltd 18 Canada Nevada Copper Corp Canada Pala Investments Switzerland 25.9 Holdings Ltd Oct 2012 Asian Mineral Resources 32 Canada Investor Group Switzerland - - 10.2 Ltd Oct 2012 Medco Sarana Kalibaru PT 64 Indonesia Puma Energy Switzerland - - n/a International BV Oct 2012 CEC North Star Energy 22 Canada Octagon 88 Resources Switzerland - - 63.0 Ltd Inc Oct 2012 Vesta Terminals B.V. 50 Switzerland Sinomart KTS Bermuda Mercuria Energy Switzerland 163.8 Development Limited Asset Management B. V. Oct 2012 Hana Mining Ltd 82 Canada Cupric Canyon Capital United States Pala Investments Switzerland 67.1 LLC Holdings Ltd Oct 2012 Belgian Refinery 100 Belgium Gunvor Group Switzerland n/a Dec 2012 Usina Sao Carlos storage 100 Brazil Sao Martinho SA Switzerland Louis Dreyfus (Biosev Switzerland 96.0 facility and rights (Biosev S.A.) S.A.) 44 | M&A Yearbook – 2013 Edition

Consumer Markets

Announced Target Stake Target country Bidder Bidder country Seller Seller country Value date (USDm) Jan 2012 La Morella Nuts SA 100 Spain Barry Callebaut AG Switzerland - - n/a Jan 2012 Smart Grids AG 100 Germany Sarchem AG Switzerland - - 24.0 Jan 2012 Convenience Concept 100 Germany Valora Holding AG Switzerland - - n/a GmbH Feb 2012 Kolos AO 100 Ukraine Glencore International Switzerland Cisp Ltd Ukraine 80.0 plc Feb 2012 Mösli Fleischwaren AG 100 Switzerland Orior AG Switzerland - - n/a Mar 2012 Prothor Holdings SA 100 Switzerland Citizen Holdings Co Ltd Japan - - 70.7 Mar 2012 Fly (Schweiz) AG 100 Switzerland Mobilier Europeen SA France - - n/a Mar 2012 De Grisogono SA 45 Switzerland Angolan crude oil Angola - - n/a investors Apr 2012 Simon Et Membrez SA 100 Switzerland Swatch Group AG Switzerland - - n/a Apr 2012 SKINS Global Holding AG 36 Switzerland Jaimie Fuller United Equity Partners Pty Australia 30.0 Kingdom Ltd Apr 2012 United Coffee 100 Switzerland UCC Holdings Co Ltd Japan CapVest Limited; United 615.0 Harkjaer 1 Limited Kingdom Apr 2012 Pfizer Nutrition 100 United States Nestle SA Switzerland Pfizer Inc United States 11,850.0 May 2012 Gastro Star AG 100 Switzerland Hilcona AG Liechtenstein - - n/a May 2012 Cash+Carry Angehrn 50 Switzerland Migros- Switzerland - - n/a Genossenschafts-Bund May 2012 Contashop AG 100 Switzerland Spar Handels AG Switzerland Oettinger Imex AG Germany n/a Jun 2012 Hess Natur-Textilien 100 Germany CapVis Equity Partners Switzerland - - n/a GmbH AG Jun 2012 Alliance Boots GmbH 45 Switzerland Walgreen Company United States AB Acquisitions Gibraltar 6,665.5 Holdings Limited Jun 2012 Charles Fueglister AG 100 Switzerland Tobi Seeobst AG Switzerland - - n/a Jul 2012 Acrotec SA - Switzerland Quilvest SA Luxembourg - - 32.0 Jul 2012 Kaiku Corporacion 23 Spain Emmi AG Switzerland - - n/a Alimentaria Jul 2012 MMH Holding AG 100 Switzerland Weita Holding AG Switzerland - - n/a Jul 2012 Distrimondo AG 100 Switzerland Bunzl Plc United Markus Meier Switzerland n/a Kingdom (Private Investor); Reto Hofmann (Private Investor); Daniel Meier (Private Investor) Jul 2012 Telcos Srl 15 Italy Interfines Ag Switzerland Almaviva Technologies Italy n/a Srl Jul 2012 Korolevskaya Voda 100 Russia Nestle SA Switzerland - - 50.0 Aug 2012 Limoni SpA 50 Italy Orlando Italy Switzerland - - 49.6 Management SA Aug 2012 Vilebrequin International 100 Switzerland VBQ Acquisition BV Netherlands - - 133.9 SA Aug 2012 Venchiaredo SpA 26 Italy Emmi AG Switzerland - - n/a Aug 2012 Hogrefe AG- 100 Switzerland Lehmanns Media Germany - - 15.0 Bookstores,Magazine GmbH Aug 2012 s.Oliver Bernd Freier 100 Germany Schild AG Switzerland - - n/a GmbH Aug 2012 Domino’s Pizza 100 Switzerland Domino’s Pizza UK & United - - 8.0 Switzerland AG IRL PLC Kingdom Sep 2012 Folli Follie SA 51 Greece Dufry AG Switzerland - - n/a Sep 2012 Peter Millar 100 United States Compagnie Financiere Switzerland - - n/a Richemont SA M&A Yearbook – 2013 Edition | 45

Announced Target Stake Target country Bidder Bidder country Seller Seller country Value date (USDm) Sep 2012 Brezelbaeckerei Ditsch 100 Germany Valora Holding AG Switzerland - - 107.0 GmbH Oct 2012 Hellenic Duty Free 51 Switzerland Dufry Group Switzerland Hellenic Duty Free Greece 258.0 Shops S.A. (Travel Retail Shops S.A. Business) Oct 2012 Tegut-Retail Business 100 Germany Genossenschaft Migros Switzerland - - n/a Zuerich Oct 2012 Douglas Holding AG 100 Germany Beauty Holding Three Germany Bank Sarasin & Cie Switzerland 1,940.0 AG AG; Dr August Oetker KG Oct 2012 DocMorris NV 100 Netherlands Zur Rose AG Switzerland - - 32.4 Oct 2012 Lacoste S.A. 30 France Maus Freres SA Switzerland - - 388.3 Nov 2012 Givaudan SA (Vegetables, 100 Switzerland DIANA Group SA France Givaudan SA. Switzerland n/a wine and vinegar extracts business) Nov 2012 Lacoste S.A. 28 France Maus Freres SA Switzerland - - 357.6 Nov 2012 Faberge Ltd 100 Switzerland Gemfields PLC United Pallinghurst United 133.0 Kingdom Resources LLP Kingdom Nov 2012 Fnac Italia SpA 100 Italy Orlando Italy Switzerland FNAC SA France n/a Management SA Nov 2012 Petra Foods-Cocoa 100 Singapore Barry Callebaut AG Switzerland Petra Foods Limited Singapore 950.0 Ingredients 46 | M&A Yearbook – 2013 Edition

Financial Services

Announced Target Stake Target country Bidder Bidder country Seller Seller country Value date (USDm) Jan 2012 Mirabaud Finanzas 75 Spain Mirabaud & Cie Switzerland - - n/a Sociedad Banquiers Prives Jan 2012 EFG Bank Dänemark AB 100 Denmark SEB AG Germany EFG Banken Gruppe Switzerland n/a Jan 2012 Wegelin & Co. 100 Switzerland Raiffeisen Schweiz Switzerland Wegelin & Co. Switzerland n/a Jan 2012 SIF Swiss Investment 100 Switzerland CACEIS (Switzerland) Switzerland - n/a Funds SA SA Feb 2012 Swisspartners 67 Switzerland unknown Unknown Liechtensteinische Liechtenstein n/a Investment Network AG Landesbank (LLB) Feb 2012 Arkos Capital SA 100 Switzerland GAM Group AG Switzerland - - n/a Feb 2012 CMB Banque Privee 100 Switzerland PKB Privatbank AG Switzerland - - n/a (Suisse) SA Feb 2012 Nexar Capital SAS 100 France Union Bancaire Switzerland - - n/a Privee{UBP} Mar 2012 Ariel-Credit and Surety 100 Switzerland Arch Capital Group Ltd Bermuda - - n/a Ops Mar 2012 Walkers Management 100 Cayman Islands Intertrust Group Switzerland - - n/a Services Holding SA Mar 2012 Marble Bar Asset - United Investor Group United EFG International AG Switzerland 31.4 Management Kingdom Kingdom Mar 2012 Clariden-ILS Business 100 Switzerland LGT Capital Liechtenstein - - n/a Management AG Mar 2012 Arbuthnot AG 100 Switzerland Ducartis Holding AG Switzerland - - 2.2 Apr 2012 Securis Investment 100 United Northill Capital LLP Jersey Swiss Re AG Switzerland n/a Partners LLP (Majority Kingdom Stake) May 2012 Catam Asset 100 Switzerland Management schweizer Switzerland Cat Group AG Switzerland n/a Management / Asserta Unternehmung Asset Management / F.I.T. G May 2012 Reassure America Life 100 United States Jackson National Life United Swiss Re AG Switzerland 600.0 Insurance Company Insurance Company Kingdom Jun 2012 Banco Santander (Suisse) 100 Spain Union Bancaire Privee, Switzerland Banco Santander, S.A. Spain n/a SA UBP SA Jun 2012 PT Asuransi Jaya Proteksi 100 Indonesia ACE Limited Switzerland - - 130.0 Jul 2012 GAN Eurocourtage 100 France Helvetia Holding AG Switzerland Groupama SA France 49.5 Jul 2012 Swiss Re Private Equity 100 Switzerland BlackRock Inc United States - - n/a Jul 2012 Bank Sarasin & Cie AG 40 Switzerland Grupo Safra SA Switzerland Various Various 699.3 Aug 2012 BOA Merrill Lynch-Wealth 100 Switzerland Julius Baer Group Ltd Switzerland Bank of America United States 883.3 Mgmt Sep 2012 Fianzas Monterrey SA 100 Mexico ACE Ltd Switzerland - - 285.0 Oct 2012 Clariden Leu(Europe)Ltd 100 United Falcon Private Bank Ltd Switzerland - - n/a Kingdom Oct 2012 ABA Seguros 100 Mexico ACE Limited Switzerland Ally Financial Inc. United States 865.0 Nov 2012 Accion Investments 100 United States Bamboo Finance S.a.r.l. Switzerland ACCION International United States 105.0 in Microfinance, SPC (Controlling stake) Nov 2012 Chiara Vita SpA 30 Italy Helvetia Holding AG Switzerland Banco Di Desio e Italy 28.8 Della Brianza Nov 2012 Chiara Assicurazioni SpA 51 Italy Helvetia Holding AG Switzerland - - 21.8 Dec 2012 Intertrust Group Holding 100 Switzerland Blackstone Group LP United States Waterland Private Netherlands 867.5 SA Equity Investments BV Dec 2012 Oslo Clearing ASA 100 Norway SIX Group AG Switzerland VPS Holding Norway 32.1 M&A Yearbook – 2013 Edition | 47

Industrial Markets

Announced Target Stake Target country Bidder Bidder country Seller Seller country Value date (USDm) Jan 2012 Aerowatt SA 70 France Kleinkraftwerk Birseck Switzerland Viveris Management France 49.9 AG SAS; Credit Agricole Private Equity; Demeter Partners SA Jan 2012 Rioglass Solar SA 49 Spain Partners Group Holding; Switzerland - - 129.7 Ventizz Capital Fund IV L.P. Jan 2012 Gohlke Elektronik GmbH 100 Germany CCS Customer Care & Switzerland - - n/a Solutions Holding AG Jan 2012 Thomas & Betts Corp 100 United States ABB Ltd Switzerland Various Various 3,901.3 Jan 2012 payment solution AG 59 Germany Bluehill ID AG Switzerland - - 9.0 Feb 2012 IMA Automation Berlin 100 Germany Mikron Holding AG Switzerland - - n/a GmbH Feb 2012 TLM-TVP doo - Croatia Montana Tech Switzerland - - 4.7 Components AG Feb 2012 Maag Pump Systems AG 100 Switzerland Dover Corp United States - - 303.9 Feb 2012 Uster Technologies AG 50 Switzerland Toyota Industries Japan Various Various 318.7 Corporation Feb 2012 CIEFFE Holding SpA 100 Italy 1C Industries Zug AG Switzerland - - n/a Mar 2012 Pyromex AG 70 Switzerland PowerHouse Energy United Peter Jeney (Private - 52.0 Group Plc Kingdom Investor) Mar 2012 Oerlikon Solar Holding AG 100 Switzerland Tokyo Electron Ltd Japan The Oerlikon Group Switzerland 275.6 Mar 2012 AKAtech 55 Austria Zurmont Madison Switzerland - - n/a Private Equity LP Mar 2012 Stadler Rail AG 20 Switzerland Peter Spuhler (Private Switzerland Capvis Equity Switzerland n/a Investor) Partners AG Mar 2012 Rauscher & Stoecklin AG 100 Switzerland CGS Management AG Jersey - - n/a (Funding) Mar 2012 HERZING + SCHROTH 100 Germany Feintool International Switzerland - - n/a GmbH Holding AG Mar 2012 Aseptomag AG 100 Switzerland GEA Group AG Germany - - n/a Mar 2012 Pentair Inc 53 United States Tyco Flow Control Switzerland Various Various 5,230.0 Apr 2012 CT-Concept Technologie 100 Switzerland Power Integrations Inc United States - - 116.2 AG Apr 2012 Leybold Optics GmbH 100 Germany Buehler AG Switzerland - - n/a Apr 2012 Pilatus Flugzeugwerke AG 14 Switzerland Investor Group Switzerland OC Oerlikon Corp AG Switzerland n/a Apr 2012 Port-A-Cool LLC 100 United States Walter Meier AG Switzerland - - n/a Apr 2012 Connectors 100 Switzerland NORMA Group AG Germany - - n/a Verbindungstechnik May 2012 Trimco International 100 China Partners Group Holding Switzerland Navis Asia Fund IV L.P. Malaysia 11. 2 Holdings Limited (Majority Stake) May 2012 Risi AG-Civil Engineering 100 Switzerland Johann Mueller AG Switzerland - - n/a May 2012 Indo Schottle Auto Parts 45 India SFS Intec Holding AG Switzerland - - 30.0 Pvt May 2012 WinGroup AG 36 Switzerland Nordstjernan Sweden - - n/a Industriutveckling AB May 2012 Almatec AG 100 Switzerland Knill Gruppe Austria VTC Partners GmbH; Germany n/a Jurg J. Spieler (Private individual); Alfred Hertli (Private investor) May 2012 e2v Microsensors SA 100 Switzerland SGX Sensortech Ltd United - - 24.0 Kingdom 48 | M&A Yearbook – 2013 Edition

Announced Target Stake Target country Bidder Bidder country Seller Seller country Value date (USDm) May 2012 Independent Pipe 100 United States Georg Fischer Piping Switzerland - - n/a Products Inc Systems Ltd May 2012 Bumotec SA 100 Switzerland Starrag Group Holding Switzerland - - n/a AG May 2012 Pago Holding AG 100 Switzerland Fuji Seal International Japan - - 128.5 Inc May 2012 Petrowell Ltd 100 United Weatherford Switzerland - - n/a Kingdom International Ltd Jun 2012 Graph-Tech AG 81 Switzerland Domino Printing United - - 30.0 Sciences PLC Kingdom Jun 2012 Revue Thommen AG 100 Switzerland ZAO “Tranzas” Russia - - n/a Jun 2012 Soutec AG 100 Switzerland Andritz AG Austria VTC Partners GmbH Germany n/a Jul 2012 OC Oerlikon Corporation 100 Switzerland Mizar Holding United States OC Oerlikon Switzerland n/a AG Company, Inc. Corporation AG Jul 2012 CGM AB - Sweden ABB Ltd Switzerland - - n/a Jul 2012 WMF Württembergische 100 Germany KKR Kohlberg, Kravis, United CapVis Equity Switzerland 305.9 Metallwarenfabrik AG Roberts & Co. Kingdom Partners AG Jul 2012 Nedis BV 100 Netherlands Daetwyler Holding AG Switzerland Konig Corporate Netherlands; n/a Holding BV; Gilad Belgium BVBA Jul 2012 Bartec GmbH 100 Germany Charterhouse Capital United Partners Group AG Switzerland n/a Partners LLP Kingdom Jul 2012 RGM S.p.A. (Rail Vehicle 100 Italy ABB Ltd Switzerland RGM S.p.A. Italy 14.0 Power Business) Aug 2012 Allpack Group AG 100 Switzerland Rhenochem AG Switzerland - - n/a Aug 2012 TSK Pruefsysteme GmbH 100 Germany Komax Holdings AG Switzerland - - n/a Aug 2012 Temple Tag, Inc. 100 United States Datamars SA Switzerland 6.4 Aug 2012 Tornos SA 5 Switzerland Walter Fust Switzerland - - n/a Aug 2012 Unisteel Technology Ltd 100 Singapore SFS Intec Holding AG Switzerland - - n/a Aug 2012 Microoled SAS - France STMicroelectronics NV Switzerland - - 7. 5 Sep 2012 Anhui Zhongding Taike 50 China Daetwyler Holding AG Switzerland - - 63.7 Auto Sep 2012 Xiril AG 100 Switzerland Sias AG Switzerland - - n/a Sep 2012 Swisslog Holding AG 10 Switzerland Grenzebach Germany - - n/a Maschinenbau GmbH Sep 2012 Nexus Marine AB 100 Sweden Garmin Ltd Switzerland - - n/a Sep 2012 Wetzel Holding AG 100 Switzerland Matthews International United States - - 55.5 Corp Sep 2012 Ionbond AG 100 Switzerland IHI Corp Japan - - n/a Oct 2012 FHS Frech-Hoch AG 100 Switzerland ESTECH Industries Switzerland - - 12.0 Holding AG Oct 2012 Saia-Burgess Controls AG 100 Switzerland Honeywell International United States - - 129.7 Inc Oct 2012 KVT-Fastening Branch 100 Switzerland Bossard Holding AG Switzerland - - 214.5 Oct 2012 Pergo AG 100 Switzerland Mohawk Industries Inc United States - - 150.0 Nov 2012 Trinecke Zelezarny as 11 Czech Republic Moravia Steel as Czech Republic Commercial Metals Switzerland 29.0 GmbH Nov 2012 Swissmetal 100 Germany LBIS SA Switzerland - - n/a Luedenscheid GmbH Nov 2012 MWH Barcol-Air AG 80 Switzerland Walter Meier AG Switzerland - - n/a Nov 2012 TE Connectivity Ltd- 100 Switzerland Bel Fuse Inc United States - - 22.4 Magnetics M&A Yearbook – 2013 Edition | 49

Announced Target Stake Target country Bidder Bidder country Seller Seller country Value date (USDm) Nov 2012 BT Magnet Technologie 100 Germany Quantum Kapital AG Switzerland Robert Bosch GmbH; Germany n/a GmbH TDK Electronics Europe GmbH Dec 2012 OC Oerlikon-Natural 100 Switzerland Jiangsu Jinsheng China - - 702.5 Textiles Industry Co Ltd Dec 2012 Volvo Baumaschinen 100 Germany Robert Aebi AG Switzerland Volvo Construction Belgium n/a Bayern GmbH Equipment Dec 2012 Filtrox Engineering AG 100 Switzerland Bucher Unipektin AG Switzerland - - n/a Dec 2012 Ismeca Semiconductor 100 Switzerland Cohu Inc United States - - 54.5 Holding Dec 2012 Aceros y Techos S.A.; 75 Peru Duferco S.A. Switzerland - - 8.0 Galvanizadora Peruana, S.A.C. Dec 2012 Apollo Construction 70 India Ammann Group Switzerland - - 51.3 Equipment Dec 2012 OELHYDRAULIK 100 Germany Bucher Industries AG Switzerland - - n/a ALTENERDING Dec 2012 Astrolab Inc. 100 United States HUBER+SUHNER AG Switzerland - - n/a 50 | M&A Yearbook – 2013 Edition

Pharmaceuticals & Life Sciences

Announced Target Stake Target country Bidder Bidder country Seller Seller country Value date (USDm) Jan 2012 Sonnenhof AG- - Switzerland Stiftung Lindenhof Bern Switzerland - - 51.0 Hospitals(2) Apr 2012 Actavis Group 100 Switzerland Watson United States Novator Partners LLP United 5,806.0 Pharmaceuticals Inc Kingdom May 2012 Fougera Pharmaceuticals 100 United States Sandoz AG Switzerland Nordic Capital; DLJ United States 1,525.0 Inc Merchant Banking Partners; Avista Capital Partners, L.P. May 2012 Neodent 49 Brazil Straumann Holding AG Switzerland Private Investors Various 275.3 May 2012 Alliance Medical 100 United States Siegfried Holding AG Switzerland Various Various 58.0 Products, Inc. Jul 2012 Ondal Medical Systems 100 Germany Capvis Equity Partners Switzerland Findos Investor Germany n/a GmbH AG GmbH Jul 2012 Micro-Macinazione SA - Switzerland Cross Equity Partners Switzerland - - 13.9 AG Jul 2012 Klinik Lindberg AG 100 Switzerland Privatklinik Bethanien Switzerland - - n/a AG Aug 2012 OLIC Ltd. Switzerland Fuji Pharma Japan DKSH Holding AG Switzerland 54.1 Sep 2012 F2G Ltd 100 United Novartis Bioventures Switzerland - - 30.0 Kingdom Ltd.; Advent Life Sciences Sep 2012 NeuroSearch A/S-Huntexil 100 Denmark Ivax International GmbH Switzerland - - 35.4 Nov 2012 SENIOcare AG - Switzerland Waterland Private Netherlands Akina Partners Switzerland n/a Equity Investments BV Limited (Euro Choice II fund) Nov 2012 Straumann Holding AG 10 Switzerland Government of Singapore - - n/a Singapore Investment Corp Pte Ltd{GIC} Nov 2012 Peptidream Inc - Japan Novartis AG Switzerland - - 7. 5 Dec 2012 Spirig Pharma AG 100 Switzerland Galderma Pharma SA Switzerland - - n/a M&A Yearbook – 2013 Edition | 51

Power & Utilities

Announced Target Stake Target country Bidder Bidder country Seller Seller country Value date (USDm) Mar 2012 Borkum Riffgrund 1 32 Germany Kirkbi AG Switzerland Dong A/S Denmark 7. 0 Apr 2012 Gemeinde Oberhofen- 100 Switzerland Energie Thun AG Switzerland - - 8.1 Electric Apr 2012 Alpiq Holding AG 100 Switzerland VINCI Energies S.A. United Alpiq Holding AG Switzerland 392.0 (Energieversorgungs­ Kingdom technik Division) May 2012 Repartner Produktions AG - Switzerland Energie Wasser Switzerland Various Various 53.8 Luzern{ewl} May 2012 Wind farm in Aveyron 100 France Terravent AG Switzerland Direct Energy France n/a Jul 2012 Windreich AG-Wind 100 Germany Swisspower AG Switzerland - - n/a Turbines(7) Jul 2012 etwag 100 Switzerland Erdgas Zuerich AG Switzerland - - 15.1 Jul 2012 Eight wind farms in 100 Switzerland Groupe E SA; EOS Switzerland Eolfi Asset France 147.0 France Holding SA; SI-REN SA Management Sep 2012 Nant de Drance SA 15 Switzerland IWB Industriele Werke Switzerland Alpiq AG Switzerland 323.7 Basel Dec 2012 Repower AG 25 Switzerland Investor Group Switzerland Alpiq Holding AG Switzerland n/a Dec 2012 Romande Energie 6 Switzerland Romande Energie Switzerland Alpiq Holding AG Switzerland 85.4 Holding SA Holding SA Dec 2012 Photovoltaic plant in 100 Spain Lufin Partners AG Switzerland - - 39.6 Totana 52 | M&A Yearbook – 2013 Edition

Technology, Media & Telecommunications

Announced Target Stake Target country Bidder Bidder country Seller Seller country Value date (USDm) Jan 2012 Synchronica PLC 100 United Myriad Group AG Switzerland - - 37.6 Kingdom Jan 2012 Medium GmbH 100 Germany The ALSO-Actebis Switzerland - - n/a Group Jan 2012 Plancal AG 100 Switzerland Trimble Navigation United States - - n/a Limited Jan 2012 Petroplus Holdings AG - Switzerland Creditors Switzerland - - n/a Jan 2012 Reize Optik AG - Switzerland Essilor International SA France - - n/a Jan 2012 Trivon AG - Switzerland Virgin Media Inc United Private Investors Various 106.0 Kingdom Feb 2012 Cofina SGPS SA 17 Portugal Credit Suisse Switzerland - - 14.7 Feb 2012 Seiler Hotels Zermatt AG 91 Switzerland Christian Seiler Switzerland - n/a Feb 2012 Zustellgeschäft der AWZ 100 Switzerland Die schweizerische Post Switzerland - - n/a AG Mar 2012 Ascom Holding AG- 100 Switzerland Ruag Holding AG Switzerland - - 18.8 Defence Unit Mar 2012 Suhrkamp Verlag GmbH 61 Germany Medienholding Switzerland - - n/a & CO KG Winthertur AG Mar 2012 BCI Cherganovo EOOD 100 Bulgaria H1 Venture Swiss Switzerland - - 6.6 Holding AG Apr 2012 Andermatt Gotthard - Switzerland Andermatt Swiss Alps Switzerland - - 8.5 Sportbahnen AG AG Apr 2012 Birkhauser Verlag AG 100 Switzerland Walter de Gruyter Germany - - 12.4 GmbH & Co KG Apr 2012 4M Wireless Ltd 100 United U-Blox AG Switzerland - - 9.0 Kingdom May 2012 Acetrax AG 100 Switzerland British Sky United - - 24.2 Broadcasting Group Plc Kingdom May 2012 AZ Medien AG-Radio 32 50 Switzerland Investor Group Switzerland - - n/a May 2012 GPC Global 100 Switzerland Perform Media Services United Private Investors Various 155.3 Project,RunningBall Ltd Kingdom May 2012 Swisslog Holding AG 11 Switzerland Grenzebach Germany - - n/a Maschinenbau GmbH Jun 2012 Grupa Onet.pl SA 75 Poland Ringier Axel Springer Switzerland Various Various 272.4 Media AG Jun 2012 NRS Printing Solutions AG 100 Switzerland ALSO Schweiz AG Switzerland Peter Nyffenegger Switzerland n/a (Private Investor); John Zahm (Private Investor) Jun 2012 Namics AG 91 Switzerland Investor Group Switzerland - - n/a Jun 2012 GE Healthcare Ltd. 100 United Ascom Holding AG Switzerland GE Healthcare Ltd. United 22.0 (Nurse Call business) Kingdom Kingdom Jun 2012 Kreis AG 100 Switzerland Groupe Ecotel France - - n/a Chomette Favor Jun 2012 Cognovo Ltd 100 United U-Blox AG Switzerland - 16.6 Kingdom Jun 2012 SwissQual AG 100 Switzerland Rohde & Schwarz Germany - - n/a GmbH & Co. KG Jun 2012 Le Plaza Basel AG 86 Switzerland Credit Suisse Funds AG Switzerland - - n/a Jul 2012 Sportradar AG - Switzerland EQT Expansion Capital Guernsey - - 54.2 II Jul 2012 NRS Printing Solutions AG 100 Switzerland ALSO Schweiz AG Switzerland - - n/a Jul 2012 GMC Software AG 100 Switzerland Neopost SA France Private Investors Various 152.0 M&A Yearbook – 2013 Edition | 53

Announced Target Stake Target country Bidder Bidder country Seller Seller country Value date (USDm) Jul 2012 Velocity Technology 100 United States Partners Group Holding; Switzerland Spire Capital Partners, United States n/a Solutions, Inc. Silver Lake Sumeru; LLC; Tudor Ventures; Northleaf Capital EisnerAmper LLP Partners Ltd. Aug 2012 Starhome BV 100 Switzerland Fortissimo Capital Ltd Israel Comverse Technology United States 80.3 Inc; Gemini Israel Ventures: Azini Capital Partners LLP Aug 2012 Travel24.com AG 46 Germany Metzler Corporate Switzerland Unister Holding Germany 30.0 Finance; LOET Trading GmbH AG Sep 2012 Bleuel Electronic AG 100 Switzerland Sennheiser Electronic Germany - - n/a GmbH & Co KG Sep 2012 TransMedia - Switzerland Time Equity Partners France - - 7. 7 Communications SARL SAS Sep 2012 Telecom Liechtenstein AG 75 Liechtenstein Swisscom AG Switzerland - n/a Sep 2012 jobs.ch AG 100 Switzerland Tamedia / Ringier Switzerland Global Tiger United States 416.3 Management Sep 2012 Vigil Software Ltd - United Infinigate Holding AG Switzerland - - n/a Kingdom Sep 2012 Teleclub AG 33 Switzerland CT Cinetrade AG Switzerland Ringier AG Switzerland 6.4 Oct 2012 C1 FinCon GmbH- 100 Germany Crealogix Holding AG Switzerland - - n/a AdviceManager Oct 2012 Zephyr Associates, Inc. 100 United States Informa Group Plc Switzerland Kemmons Wilson Inc United States 62.0 Oct 2012 Improve Digital BV 85 Netherlands PubliGroupe SA Switzerland - - n/a Oct 2012 Daetwyler-Cabling 100 Switzerland Pema Holding AG Switzerland - - 20.0 Solutions Oct 2012 Fastrax Oy 100 Finland u-blox AG Switzerland - - 1 7. 0 Nov 2012 Red Universal de 100 Spain Bravofly SA Switzerland Telefonica, S.A.; Spain 95.1 Marketing y Orizonia Corporacion SL Nov 2012 Comfriends S.A. 100 Switzerland Yvan Vuignier (Private Switzerland Tamedia AG Switzerland n/a Investor) Nov 2012 Radisson Blu Hotel and 100 Switzerland ACRON HELVETIA X Switzerland - - 62.1 Casino Immobilien AG Nov 2012 MetroXpress Denmark 100 Denmark 20 Minuten AG Switzerland Metro International Norway n/a AS S.A. Dec 2012 Calendaria AG 100 Switzerland Media Print Group Germany - - n/a GmbH Dec 2012 Betty Bossi AG 50 Switzerland Coop Genossenschaft Switzerland - - n/a 54 | M&A Yearbook – 2013 Edition

Other Industries

Announced Target Stake Target country Bidder Bidder country Seller Seller country Value date (USDm) Jan 2012 Wabern – Restaurant - Switzerland Glanzmann&Dreifuss Switzerland PSP Swiss Property Switzerland n/a Bären AG Jan 2012 CIMM Tecnologias y 100 Chile SGS SA Switzerland - - 37.0 Servicios SA Jan 2012 Direct Mail Company AG 50 Switzerland Schweizerische Post Switzerland - - n/a Jan 2012 DDT GmbH 100 Germany Weiss + Appetito Switzerland - - n/a Holding AG Jan 2012 Stopinc AG 50 Switzerland RHI AG Austria - - n/a Feb 2012 Bauprojekt Lindbergh- - Switzerland Credit Suisse 1a Immo Switzerland Steiner AG Switzerland 178.9 Allee Opfikon Glattbrugg PK Feb 2012 Überbauung “Seven” - Switzerland UBS “Sima” Switzerland - - 42.6 Altstätten (SG) Feb 2012 Grundstück - Switzerland Politische Gemeinde Switzerland SBB Switzerland 21.1 Rüschlikon Feb 2012 Businesspark Grünau - Switzerland Jürg Guggisberg Switzerland Werner Hofmann Switzerland n/a Wabern Feb 2012 Cementval Materiales de 20 Spain Holcim Ltd Switzerland - - n/a Feb 2012 Helios MPPD B.V. 100 Netherlands deSter Holding BVBA / Switzerland - - 28.7 gategroup Holding Feb 2012 Fashion Days Holding AG - Switzerland MIH Switzerland - - 56.6 Feb 2012 Lindbergh-Allee 100 Switzerland Credit Suisse Switzerland - - 178.9 Feb 2012 R Haesler AG - Switzerland Constellation Capital AG Switzerland - - n/a Mar 2012 VSN, Inc. 100 Japan Adecco SA Switzerland SBI Holdings, Inc.; Japan 123.7 Ant Capital Partners Co Ltd Mar 2012 WerkZwei Areal in Arbon - Switzerland HRS Investment AG Switzerland Oerlikon Saurer Arbon Switzerland 37.3 AG Mar 2012 Hotel und Thermalbald - Switzerland Stoffelpart AG Switzerland Gemeinde Vals Switzerland n/a Vals AG (Hoteba), ohne (Remo Stoffel) Felsentherme Mar 2012 SRG Hochhaus - Switzerland Mobiliar Switzerland SRG Switzerland n/a Giacomettistrasse, Bern Mar 2012 Montena EMC SA-Testing 100 Switzerland Electrosuisse, Switzerland - - n/a SEV Verband fuer Elektro-, Energie- und Informations Mar 2012 Selecta Italia SpA 100 Italy IVS Group Holding SpA Italy Selecta Management Switzerland 9.4 AG Mar 2012 Estudios Tecnicos SA 100 Colombia SGS SA Switzerland - - n/a Mar 2012 LEONI Studer Hard AG 100 Switzerland Synergy Health PLC United - - 63.0 Kingdom Mar 2012 Baunova AG 51 Switzerland Strabag SE Austria BH Holding AG Switzerland n/a Mar 2012 Zwahlen & Mayr SA 70 Switzerland Cimolai SpA Italy - - 30.6 Mar 2012 Ejobs Group SRL 70 Romania Ringier Holding AG Switzerland - - 12.9 Apr 2012 Novotel Nathan Road 100 China Partners Group Holding; Switzerland LaSalle Investment Germany 305.0 Kowloon Hotel CSI Properties Ltd.; Management Inc Gaw Capital Partners Apr 2012 TE Connectivity- 100 Switzerland BlueStream United States - - 23.5 Professionals Professional Services LLC May 2012 LPG Tecnicas en Extincion 100 Spain Tyco International Ltd Switzerland - - n/a de May 2012 ASC International House 100 Switzerland Argos Soditic SA Switzerland - - n/a SA M&A Yearbook – 2013 Edition | 55

Announced Target Stake Target country Bidder Bidder country Seller Seller country Value date (USDm) May 2012 Flightcare S.L.; Flightcare 100 Spain Swissport International Switzerland F.C.C Versia S.A. Spain 175.0 Belgium S.A./N.V. AG May 2012 Aqualux Products Holding - British Indian Fetim BV Netherlands AFG Arbonia-Forster- Switzerland n/a Ltd Ocean Territory Holding AG May 2012 Oxygen Aviation Ltd 100 United Perfect Holding SA Switzerland - - n/a Kingdom May 2012 Global Blue SA 100 Switzerland Silver Lake United States Equistone Partners - 1,258.7 Management LLC, Europe Partners Group Jun 2012 2 Kommerzielle - Switzerland UBS AST-KIS Switzerland - - 58.6 Liegenschaften (Dietlikon/ Egerkingen) Jun 2012 BrainNet Supply 100 Switzerland KPMG Switzerland - - n/a Management Group AG Jun 2012 Locher Bauunternehmer 100 Switzerland Implenia AG Switzerland - - n/a AG Jul 2012 Steinentorstrasse - Switzerland UBS “Sima” Switzerland - - 28.8 8, Basel / Businessappartements & Kino Jul 2012 Stadthotels Swissôtel 100 Switzerland CS REF Hospitality Switzerland - - n/a Zürich Jul 2012 Merchandise Mart Ppty 100 Canada Informa PLC Switzerland - - 52.2 Jul 2012 Catering Businesses of - Australia Gate Gourmet Holding Switzerland - - n/a Qantas Airways Ltd AG Jul 2012 Höhenklinik Valbella 100 Switzerland HRS Real Estate AG Switzerland - - 70.4 Davos Genossenschaft Jul 2012 Campus Böblingen 100 Germany Deka Immobilien GmbH Germany HPI Helvetic Private Switzerland 38.6 Investments AG Aug 2012 Swissôtel Le Plaza Basel - Switzerland CS REF Hospitality Switzerland - - 79.9 Aug 2012 Hotel Atlantis / Zürich - Switzerland Neue Hotel Atlantis AG Switzerland Rosebud-Gruppe Israel n/a Aug 2012 Chemlube International, 50 Switzerland Chemoil Energy Limited Singapore - - 16.0 Inc, Sopetra AG Aug 2012 Swissprinters AG - Switzerland SWP Holding AG Switzerland - - n/a Sep 2012 Geschäftssitz in Muttenz/ - Switzerland Sitex Properties Switzerland Valora Switzerland n/a BL Sep 2012 Hauptsitz AFG in Arbon - Switzerland Credit Suisse Fond Switzerland AFG Arbonia-Forster- Switzerland n/a TG Holding AG Sep 2012 Haus «Metropol» - Switzerland SNB Switzerland Credit Suisse Switzerland n/a Börsenstrasse / Zürich Sep 2012 Wincasa 100 Switzerland Swiss Prime Site AG Switzerland Credit Suisse Switzerland n/a Sep 2012 Hotels in Basel und Zürich - Switzerland Credit Suisse Switzerland Swissôtel Hotels & Switzerland n/a Hospitality Resorts Sep 2012 Lodestone Management 100 Switzerland Infosys Ltd India Private Investors Various 348.8 Consultants AG Sep 2012 Bahnhofstrasse 53 / 100 Switzerland Axa Winterthur Switzerland Credit Suisse Switzerland n/a Zürich Sep 2012 "The Chedi" / Andermatt 100 Switzerland Acuro Immobilien AG Switzerland Orascom Egypt 132.5 Sep 2012 Sersa Group AG 100 Switzerland Rhomberg Rail Holding Austria - - n/a GmbH Sep 2012 NSI NV-Real Estate 100 Switzerland Undisclosed Acquiror Unknown - - 100.8 Portfolio 56 | M&A Yearbook – 2013 Edition

Announced Target Stake Target country Bidder Bidder country Seller Seller country Value date (USDm) Oct 2012 Basler Zeitung - Switzerland Robestate (C. Blocher) Switzerland Basler Zeitung Switzerland 69.3 (Aeschenplatz / Basel Hochbergerstrasse in Kleinhüningen) Oct 2012 Trafo / Baden Switzerland UBS Swissreal Switzerland Lochreal BV Netherlands 51.1 Oct 2012 Kardan NV-Real Estate(7) 100 Switzerland Undisclosed Acquiror Unknown - - 78.8 Oct 2012 Jerusalem Economy-RE 100 Switzerland Undisclosed Acquiror Unknown - - 77.0 Portfolio Oct 2012 TMC Group N.V. 100 Netherlands Gilde Buy Out Partners Switzerland - - 89.0 Oct 2012 OEBB-Wien Westbahnhof 100 Austria ACRON AG Switzerland - - 112.4 A3 Build Nov 2012 Uetlihof Office Complex 100 Switzerland Norges Bank Norway Credit Suisse Switzerland 1,064.7 Zürich Investment Management (NBIM) Nov 2012 Frutt-Lodge & Spa - Switzerland Yunfeng Gao China Eberli Switzerland 54.4 Generalunternehmung Nov 2012 Kameha Grand Zürich - Switzerland UBS “Sima” Switzerland Mettler2Invest AG Switzerland n/a (Hotel) Nov 2012 W.T. Burdens Ltd. 100 United Wolseley Plc Switzerland W.T. Burdens Ltd. United 40.0 (Property, Stock and Kingdom Kingdom Vehicle assets) Nov 2012 Bravofly SA - Switzerland Investor Group France - - 25.7 Nov 2012 Riverside Business Park 100 Switzerland Swiss Prime Site AG Switzerland - - 95.5 Nov 2012 Ally Financial Inc. (Europe, 100 Switzerland General Motors United States Ally Financial Inc. United States 4,200.0 Latin America and China Financial Company Inc Operations) Nov 2012 Hotel frutt LODGE & SPA 100 Switzerland Yunfeng Gao (Private China Eberli Holding AG Switzerland 53.0 investor) Dec 2012 City Halle / - Switzerland CS REF Hospitality Switzerland Implenia Switzerland 53.3 Hauptbibliothek ZHAW Winterthur Dec 2012 “Les Portes de Fribourg” 100 Switzerland UBS “Swissreal” Switzerland - - 20.6 Dec 2012 Grand Hotel Bellevue in - Switzerland Daniel Koetser und Switzerland Thomas Straumann Switzerland n/a Gstaad Rudolf Maag Dec 2012 Robert Aebi AG-Falsework 100 Switzerland Implenia AG Switzerland - - n/a Unit Dec 2012 Gujarat Apollo 70 India Ammann Group Switzerland Gujarat Apollo India 73.2 Industries Limited (Road Industries Limited construction equipment business) Dec 2012 Eastern Property - Switzerland Aurora Value Fund Liechtenstein - - n/a Holdings Ltd M&A Yearbook – 2013 Edition | 57 58 | M&A Yearbook – 2013 Edition

M&A Group

KPMG’s M&A Group comprises professionals from the Mergers & Acquisitions, Transaction Services, Valuation 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 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 | 59

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. Therefore, KPMG regards the improvement of tax structures and the operational sequence relevant for taxation from an entrepreneurial perspective. A holistic approach allows to fully utilize the potential within the local jurisdiction. KPMG’s Tax Practice covers all relevant areas – such as 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 T: +41 58 249 42 02 Badenerstrasse 172 E: [email protected] 8004 Zürich

www.kpmg.ch

We thank all our clients for their trust

Ringier AG Ascom Ascom EOS Holding AG

KPMG’s Transaction Services KPMG’s Transaction Services KPMG’s Transaction Services KPMG’s Corporate Finance advised Ringier AG on its acquisition of provided vendor assistance to Ascom provided fi nancial, tax and pension advised EOS Holding AG on its a minority stake in Radio Basel Group in connection with the sale of its due diligence advice to Ascom in acquisition of an 88MW French onshore with fi nancial and tax due diligence and Security Communications division to connection with its acquisition of wind portfolio from Eolfi Asset structuring RUAG, Trans Data Management AG assets of GE Healthcare’s Nurse Management with M&A lead advice, and SITASYS AG Call business fi nancial and tax due diligence and tax structuring January 2012 March-July 2012 March-July 2012 May 2012

Andritz AG Veillon Immobilière SA Datwyler Switzerland Inc. IWB

KPMG’s Transaction Services KPMG’s Real Estate Group KPMG’s Transaction Services KPMG’s Transaction Services supported Andritz AG with fi nancial advised Veillon on the sale of a advised Datwyler Switzerland Inc. supported IWB with fi nancial due and tax due diligence advice in development site for 113,000 sqm of on its acquisition of Anhui Zhongding diligence and fi nancial modelling, connection with its acquisition of multi-purpose space in the Lausanne Sealtech Inc. and Hankook Sealtech Inc. including sensitivity analyses on its Soutec AG region with fi nancial and tax due acquisition of a minority stake in the diligence support pumped storage power station Nant de Drance SA June 2012 July 2012 August 2012 September 2012

Alpiq Zur Rose AG KVT-Koenig AG Gunvor

KPMG’s Valuation & Financial KPMG’s Transaction Services KPMG’s Transaction Services KPMG’s Valuation & Financial Modelling Services provided Zur Rose AG with fi nancial, provided KVT-Koenig AG with fi nancial, Modelling Services conducted a technical and analytical tax, pension and IT due diligence tax and pension vendor due diligence performed a post-deal Purchase Price business model review relating to the assistance in connection with its assistance in their sale of KVT Allocation in connection with the client’s brownfi eld investment in a acquisition of DocMorris Fastening Solutions to Bossard Group acquisition of Petroplus Raffi nerie Czech power plant Ingolstadt GmbH, Petroplus Deutschland GmbH and Petroplus Bayern GmbH October 2012 October 2012 October 2012 November 2012 Sandoz AG Hilcona AG IWB TransGourmet France

KPMG’s Transaction Services KPMG’s Transaction Services KPMG’s Valuation & Financial KPMG’s Transaction Services supported Sandoz AG in connection provided fi nancial, tax and legal due Modelling Services supported TransGourmet France with its acquisition of Fougera diligence support to Hilcona AG in advised IWB on the evaluation of a with fi nancial due diligence in Pharmaceuticals Inc. connection with its acquisition of power plant project, including fi nancial connection with its acquisition Gastro Star AG and Schwarz Viva AG modeling and sensitivity analysis of Eurocash SA

May 2012 May 2012 June 2012 June 2012

MRI Trading AG, Zug Syngenta Crop Protection AG Gunvor Dätwyler Holding AG

KPMG’s Transaction Services KPMG’s Transaction KPMG’s Valuation & Financial KPMG’s Valuation & Financial advised MRI Trading AG on its & Restructuring Services Modelling Services Modelling Services acquisition of LN Metals International advised Syngenta on its acquisition performed a post-deal Purchase Price conducted an independent valuation Limited through fi nancial and tax due of Devgen NV by providing fi nancial Allocation in connection with the with regard to the intended sale of diligence and tax due diligence and valuation acquisition of Belgian Refi ning Dätwylers’ Cabling Solutions business support. Corporation

September 2012 September 2012 October 2012 October 2012

Halter Unternehmungen AG Migros-Pensionskasse Filtrox Group Barry Callebaut

KPMG’s Real Estate Group KPMG’s Real Estate Group KPMG’s Corporate Finance KPMG’s Transaction Services advised Halter on the sale of a advised Migros-Pensionskasse on the acted as sole M&A lead advisor to provided Barry Callebaut with fi nancial, development project for retail, offi ce sale of a commercial property portfolio Filtrox Group on its disposal of Filtrox tax and pensions due diligence and residential use in the city of Berne in the Basle and Zurich economic Engineering AG to Bucher Unipektin, a assistance in connection with its regions Bucher Industries’ subsidiary acquisition of the Cocoa Ingredients Division from Petra Foods

November 2012 December 2012 December 2012 December 2012 Contact us:

KPMG AG Badenerstrasse 172 8004 Zürich

Stefan Pfister Patrik Kerler Partner, Head of Advisory Partner, Head of M&A T: +41 58 249 54 16 T: +41 58 249 42 02 M&A Yearbook E: [email protected] E: [email protected] 2013 Edition Tobias Valk Ulrich Prien Partner, Head of Transaction Services Partner, Head of Real Estate T: +41 58 249 54 61 T: +41 58 249 62 72 E: [email protected] E: [email protected]

Sean Peyer Stefan Kuhn Partner, Head of Power & Utilities Partner, Head of M&A Tax T: +41 58 249 53 89 T: +41 58 249 54 14 E: [email protected] E: [email protected] KPMG’s overview Christian Hintermann Pablo Ljaskowsky of mergers and acquisitions Partner, Transactions & Restructuring Partner, Transaction Services in Switzerland in 2012 Financial Services Trading & Commodities and outlook for 2013 T: +41 58 249 29 83 T: +41 58 249 42 08 E: [email protected] E: [email protected]

Philipp Arnet Partner, M&A Financial Services T: +41 58 249 41 81 E: [email protected]

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