Deal Drivers EMEA

The comprehensive review of mergers and acquisitions in the EMEA region

FY 2019 Deal Drivers EMEA

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The comprehensive Foreword 04 Consumer 36 EMEA Heat Chart 05 Telecoms, Media & Technology 42 review of mergers All Sectors 06 Transportation 48 and acquisitions in Financial Services 18 Pharma, Medical & Biotech 54 the EMEA region Industrials & Chemicals 24 The Middle East & North Africa 60 throughout 2019. Energy, Mining & Utilities 30 About Merrill Corporation 67

mergermarket.com Mergermarket Deal Drivers EMEA FY 2019 4 Foreword

Foreword

Welcome to the full-year 2019 edition of disappointment and a reassurance. While this Deal Drivers provides readers with an in-depth Deal Drivers EMEA, published by Mergermarket annual figure represented a 6.4% fall in volume review of EMEA-based M&A during 2019 using in association with Merrill DatasiteOne. This and a 16% drop in value on 2018’s annual total, sector-specific and geographical data – all report provides an extensive review of M&A some sense of reassurance can be derived filtered through the expert lens of Mergermarket activity across Europe, the Middle East and North from the fact that dealmaking activity has not journalists. We hope that this full-year edition is Merlin Piscitelli Africa, with detailed analyses of specific regions continued to fall apace with 2H18’s totals. useful to you and we welcome your feedback. Chief Revenue Officer, EMEA and sectors. It also identifies key trends set to At the start of 2020, the challenges Merrill DatasiteOne develop over the course of the next six months. to dealmaking may appear formidable. The global M&A spree of the past few years Global growth is slowing, and while the was bound to slow down at some point. US and China have signed a phase-one Looking back, while 2018 was still a blockbuster deal on trade, considerable work remains year for European M&A, recording 8,184 deals to be done in that arena. Meanwhile, the worth €828.2bn, the highest volume and value severity of the coronavirus outbreak in of the past decade, the second half of that year China is still unknown, but it has already issued a clear warning sign that the good times put a dampener on demand, bringing down were likely on their way out. 2H18 recorded only commodity and stock prices. Closer to €292.1bn in value, the worst half-yearly figure home, the UK has entered a transitionary since 2H13. period in the process of leaving the EU, and while a no-deal scenario has been This drop in M&A activity is unsurprising avoided, uncertainty remains surrounding given geopolitical and economic headwinds, the negotiation of trade terms with the EU. including trade disputes between the US and China, and between the US and the EU, as well Given these conditions, M&A in 2020 is as a slowing economy in Europe. According to unlikely to top the peaks of previous years, the IMF, GDP growth in Germany, the largest but neither does that mean that deal activity economy in the region, fell to a sluggish 0.5% will cease entirely. Financing is still abundant annual rate in 2019, down from 1.5% in 2018. and smart trade buyers will find ways to use Overall in Europe, growth was 1.5% in 2019, M&A defensively in this more difficult business compared to 2.2% the year before. environment, while PEs will find ways to deploy the near-historic levels of dry powder they Against that backdrop, the 7,656 European deals have accumulated. recorded in 2019 worth €683.2bn was both a

mergermarket.com Mergermarket Deal Drivers EMEA FY 2019 5 Heat Chart

EMEA Heat Chart

Looking ahead to the next six months of EMEA dealmaking, Heat chart based on potential companies for sale the telecoms, media & technology (TMT) sector can be Sector UK & CEE DACH Italy Nordics Benelux France Iberia Russia MENA SEE Total expected to see the greatest level of activity, according to Ireland (excluding Mergermarket’s Heat Chart, which tracks ‘companies for sale’ Russia) stories over the past six months. Telecoms, Media 104 77 77 35 42 36 36 33 27 38 21 526 & Technology

There were 526 stories about companies in the TMT space Industrials & 38 75 90 37 25 30 28 24 31 11 22 411 coming to market on Mergermarket’s intelligence tool during Chemicals this period, with the UK & Ireland being the region likely to Consumer 61 61 43 84 22 28 23 29 18 15 23 407 see the greatest amount of activity: there were 104 stories Business Services 59 28 25 18 17 28 17 20 9 8 8 237 about TMT companies coming to sale in that region. Pharma, Medical 39 20 34 12 35 17 23 14 3 22 5 224 Overall, across all sectors, the UK & Ireland is set to deliver the & Biotech greatest volume of M&A, as in previous years, demonstrating Financial Services 52 33 17 14 17 15 13 17 23 11 3 215 that dealmaking in the region will continue despite ongoing Energy, Mining 50 30 22 10 14 7 10 7 12 11 10 183 uncertainty around trade negotiations with the European & Utilities Union as the UK prepares to exit the bloc. Leisure 25 15 10 4 4 8 7 9 7 5 14 108 As in the last full-year edition of Deal Drivers, the Central & Transportation 5 20 6 4 5 9 8 1 13 1 9 81 Eastern Europe (CEE) region again came in second in the Construction 9 10 11 4 7 5 3 9 7 2 6 73 number of potential transactions, as the region experiences Real Estate 9 7 4 3 4 4 3 7 6 3 3 53 far higher growth than the rest of Europe. Mergermarket is Agriculture 2 7 2 5 11 4 31 tracking 385 ‘companies for sale’ stories in CEE. Defence 1 1 1 2 1 6 The industrials & chemicals (I&C) sector had the second Government 1 2 3 greatest number of companies coming to market (411). The CEE and the DACH regions – with their traditionally strong Total 453 385 340 225 194 193 171 170 169 133 125 2558 I&C sector – in particular, are set to see the most Hot Warm Cold M&A volume in that sector. Elsewhere, the consumer industry is tracking just below I&C, 100 50 20 with Italy projected to see the most transaction activity. M&A 80 40 10 in food manufacturing has been especially active in Italy over the past year, as has fashion. 60 30 1

Note: The Intelligence Heat Charts are based on ‘companies for sale’ tracked by Mergermarket in the respective regions between 17/07/2019 and 16/01/2020. Opportunities are captured according to the dominant geography and sector of the potential target company. mergermarket.com Mergermarket Deal Drivers EMEA FY 2019 6 All Sectors

Part of the Acuris report on global M&A activity

All Sectors

mergermarket.com Mergermarket Deal Drivers EMEA FY 2019 7 All Sectors

All sectors

Further information The party may not be over, but it is clearly throughout 2019, suggesting that dealmakers Private equity falters Get in touch winding down. After a few years which saw have adjusted to an environment of lower PE buyouts were down 5% by volume and M&A levels reach unprecedented heights, the growth and greater geopolitical uncertainty. 13% by value annually in 2019, although as balloon is starting to deflate, albeit slowly. Total with overall M&A, this was against a remarkable Yining Su Even in the UK, which experienced considerable M&A value in Europe fell 16% year on year to 2018, which registered the highest total political uncertainty, deal value has remained €695.7bn in 2019, while volume dropped 6% volume and value of any year in the past high. The UK and Ireland region, in fact, took up to 7,655 deals. decade. The 2,075 buyout deals in Europe 34% of total deal value across all regions. in 2019 worth €225.9bn collectively would A fall in megadeal activity was undoubtedly Pharma’s unprecedented year be considered a triumph any other year. responsible for the drop in total value. The pharma, medical & biotech (PMB) sector With dry powder still at extraordinary levels, Whereas there were 10 deals with values in in Europe had another extraordinary year, PE activity is certain to continue, even in the double-digit billions in 2018, there were registering €145.4bn in total deal value. This a less favourable trading environment. only three such transactions in 2019, two in was not only a 15% rise on 2018 but makes the pharma industry and one in industrials. 2019 the first year that PMB topped the value These were the €75.8bn acquisition of chart this decade, taking up 21% of total M&A Dublin-based Allergan by US-based AbbVie, value across all sectors. the €23.7bn spinoff of Switzerland-based Novartis’s eyecare business Alcon and the Much of this rise in PMB value was due to a €19.1bn acquistion of France-based PSA few megadeals, as reflected in the fact that Peugeot-Citroen by Fiat Chrysler Automobiles. the sector’s deal count dropped by 11% on the previous year to 560 deals – the lowest annual Despite this drop, this is still one of the highest total in three years. annual volume and value totals on record, demonstrating just how extraordinary the M&A Four of the top ten largest deals of the bull run of the past several years has been. region were in the PMB sector. Aside from Only three years registered a higher annual the aforementioned Allergan and Alcon M&A total value in the past decade. By volume, transactions, Nestlé’s sale of its skin care unit, 2019 was the third-best year for European now known as Galderma, to a PE consortium M&A since the financial crisis. for €9bn and Bayer’s €6.9bn divestment of its animal health unit to US-based Elanco were Moreover, whereas 2018 was a lopsided the fifth and ninth largest announced deals of year – registering over €536bn in M&A in the the year across all sectors, respectively. first half of the year, only for value to tumble to a total of €292.1bn in the second half of the year – deal value was more evenly paced mergermarket.com Mergermarket Deal Drivers EMEA FY 2019 8 All Sectors

Top deals

Top 20 Announced Deals for Year Ending 31 December 2019 – European Targets All Sectors

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

25-Jun-19 P AbbVie Inc Allergan plc Pharma, Medical & Biotech 75,768

28-Feb-19 C Novartis AG (Shareholders) Alcon Inc Pharma, Medical & Biotech Novartis AG 23,672

18-Dec-19 P Fiat Chrysler Automobiles NV PSA Peugeot-Citroen SA Industrials & Chemicals 19,062

31-Jul-19 P EssilorLuxottica GrandVision NV Consumer HAL Trust 9,322

16-May-19 C A consortium led by EQT Partners AB and Abu Dhabi Investment Authority Galderma Pharma, Medical & Biotech Nestle SA 9,029

21-Jun-19 L EP Global Commerce AS Metro AG (89.09% stake) Consumer 8,759

29-Oct-19 P Digital Realty Trust Inc Interxion Holding NV Business Services 7,569

5-Aug-19 C Takeaway.com BV Just Eat Plc Telecoms, Media & Technology 7,376

20-Aug-19 P Elanco Animal Health Incorporated Bayer Animal Health GmbH Pharma, Medical & Biotech Bayer AG 6,854

23-Jan-19 L Apollo Global Management LLC RPC Group Plc Industrials & Chemicals 6,465

28-Mar-19 P ZF Friedrichshafen AG WABCO Industrials & Chemicals 6,445

22-Oct-19 L Prosus Just Eat Plc Telecoms, Media & Technology 6,422

15-Feb-19 L Hellman & Friedman – Blackstone consortium Scout24 Holding AG Telecoms, Media & Technology 5,708

27-Feb-19 L Sunrise Communications AG UPC Switzerland LLC Telecoms, Media & Technology Liberty Global Plc 5,537

8-Mar-19 C Berry Global Group, Inc RPC Group Plc Industrials & Chemicals 5,293

19-Nov-19 P Aroundtown SA TLG Immobilien GmbH Real Estate 5,279

26-Jul-19 P Infrastrutture Wireless Italiane SpA Vodafone Group Plc (11,000 Italy Towers) Telecoms, Media & Technology Vodafone Group Plc 5,270

28-Jun-19 C Kirkbi – Blackstone – CPPIB consortium Merlin Entertainments Plc (71.08% stake) Leisure 5,108

24-Jun-19 P Capgemini SA Altran Technologies SA Business Services Altamir Amboise; and Apax Partners SAS 5,037

12-Jun-19 C Traviata I SARL Axel Springer SE (54.6% stake) Telecoms, Media & Technology 4,952

C= Completed; P= Pending; L= Lapsed

mergermarket.com Mergermarket Deal Drivers EMEA FY 2019 9 All Sectors

Mix of deals by industry sector Mix of deals by industry sector Value Deal Count

Based on announced deals, excluding those that lapsed or Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant location of the target is were withdrawn, where the dominant location of the target is in Europe. Industry sector is based on the dominant industry in Europe. Industry sector is based on the dominant industry of the target. of the target.

150 1,600

1,400 125

1,200

100 1,000

75 800 145.3 1,521

Value (€bn) Value 1,413 Number of deals of Number

1,170 108.4 600 50 96.2 955 81.7 400

54.2 560 25 47.4 444 448 40.3 37 200 335 351 29.8 268 19.8 17.4 4.7 2.6 121 6 65 0 0 Leisure Leisure Defence Defence Consumer Agriculture Real Estate Real Consumer Agriculture Real Estate Real Construction Transportation Construction Transportation Financial Services Financial Business Services Business Financial Services Financial Business Services Business Industrials & Chemicals Industrials Energy, Mining & Utilities Mining Energy, Industrials & Chemicals Industrials Pharma, Medical & Biotech Medical Pharma, Energy, Mining & Utilities Mining Energy, Pharma, Medical & Biotech Medical Pharma, Telecoms, Media & Technology Media Telecoms, Telecoms, Media & Technology Media Telecoms,

mergermarket.com Mergermarket Deal Drivers EMEA FY 2019 10 All Sectors

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

900 9,000

20 51 22 202 800 8,000 49 161 13 19 188 51 179 189 37 181 190 19 186 700 7,000 19 41 308.6 41 191 2,074 180 189 336.5 195 2,194 1,784 240.1 12 600 185.4 6,000 2,137 137 35 207.9 229.3 168 2,120 2,256 500 5,000 1,923 106.7 155.8 159.7 162.4

Value (€bn) Value 117.3 126.8 400 112.7 4,000 Number of deals of Number

97.5

300 3,000 5,677 5,430 178.2 5,248 184.2 166.8 175.4 201.7 180.4 4,853 135.4 4,304 2,000 3,982 200 3,631

69.8 67.4 67.5 63.3 57.6 60 67.9 100 1,000

109.3 107.2 109 92 104.4 104.5 97.3 0 0 2013 2014 2015 2016 2017 2018 2019 2013 2014 2015 2016 2017 2018 2019

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

mergermarket.com mergermarket.com Mergermarket

Value (€m) dominant location of the target is inEurope. that lapsed orwere withdrawn, where the Based onannounced deals, excluding those Value European quarterly M&Aactivity 300,000 200,000 350,000 250,000 100,000 150,000 50,000 Deal Value 0 Q1 Q2 2013 Q3 Q4 Q1 Moving average trend line Q2 2014 Q3 Q4 Deal Drivers EMEA Q1 Q2 2015 Q3 Q4 Q1 Q2 2016 Q3 Q4 Q1 Q2 2017 Q3 All Sectors FY 2019 Q4 Q1 Q2 2018 Q3 Q4 Q1 Q2 2019 Q3 Q4 dominant location of the target is inEurope. that lapsed orwere withdrawn, where the Based onannounced deals, excluding those Count Deal European quarterly M&Aactivity Number of deals 2,000 2,200 Deal Count Deal 1,000 1,400 1,600 1,800 1,200 600 400 800 200 0 Q1 Q2 2013 Q3 Q4 Moving average trend line Q1 Q2 2014 Q3 Q4 Q1 Q2 2015 Q3 Q4 Q1 Q2 2016 Q3 Q4 Q1 Q2 2017 Q3 Q4 Q1 Q2 2018 Q3 Q4 Q1 Q2 2019 Q3 Q4 11 Mergermarket Deal Drivers EMEA FY 2019 12 All Sectors

European buyouts European exits

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

100,000 600 70,000 300

90,000 60,000 500 250 80,000

50,000 70,000 400 200

60,000 Number of deals Number of deals 40,000

50,000 300 150 Value (€m) Value Value (€m) Value 30,000 40,000

200 100 30,000 20,000

20,000 100 50 10,000 10,000

0 0 0 0 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 2013 2014 2015 2016 2017 2018 2019 2013 2014 2015 2016 2017 2018 2019

Value Deal count Value Deal count

mergermarket.com mergermarket.com Mergermarket and bidder and excludes all buyouts. Based ondominant location of target Value Transatlantic deals Value (€m) 150,000 120,000 60,000 90,000 30,000 Total European/North American deals AmericanNorth bidderacquiring a European target European bidderacquiring American aNorth target 0 Q1 Q2 US$ 2013 xxx Q3 Q4 US$ xxx Q1 Q2 2014 US$ xxx Q3 Q4 Deal Drivers EMEA Q1 Q2 2015 US$ xxx Q3 Q4 Q1 Q2 2016 Q3 US$ xxx Q4 Q1 Q2 2017 Q3 US$ xxx All Sectors FY 2019 Q4 Q1 Q2 2018 Q3 US$ xxx Q4 Q1 Q2 2019 Q3 Q4 and bidder and excludes all buyouts. Based ondominant location of target Count Deal Transatlantic deals Number of deals 300 200 Total European/North American deals AmericanNorth bidderacquiring a European target European bidderacquiring American aNorth target 350 250 100 150 50 0 Q1 Q2 US$ 2013 xxx Q3 Q4 US$ xxx Q1 Q2 2014 US$ xxx Q3 Q4 Q1 Q2 2015 US$ xxx Q3 Q4 Q1 Q2 2016 Q3 US$ xxx Q4 Q1 Q2 2017 Q3 US$ xxx Q4 Q1 Q2 2018 Q3 US$ xxx Q4 Q1 Q2 2019 Q3 Q4 13 Mergermarket Deal Drivers EMEA FY 2019 14 All Sectors

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

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

6.3% 1.2% 2% 8.5%

20.6% 11.2%

33.5% 15.2%

8.1%

15.7% 6.2% 10.8%

5.1%

7.7% 11.7% 9.5% 18.9% 7.8%

UK & Ireland DACH France UKValue & IrelandValue DACHValue France Italy Iberia Benelux ItalyValue Value IberiaValue Benelux

Nordic Central & Eastern Europe Other NordicValue Value CentralValue & Eastern Europe Other

mergermarket.com Mergermarket Deal Drivers EMEA FY 2019 15 All Sectors

League tables

Financial advisers by value Financial advisers by deal count

2019 2018 Company Name Value Number 2019 2018 Company Name Value Number (€m) of Deals (€m) of Deals

1 1 Goldman Sachs & Co 366,223 154 1 2 PwC 26,387 386

2 2 JPMorgan 284,105 132 2 1 Deloitte 16,074 356

3 3 Morgan Stanley 283,927 103 3 4 KPMG 16,894 291

4 6 Bank of America 197,496 91 4 3 EY 15,679 266

5 4 Citi 171,023 108 5 5 Rothschild & Co 123,526 251

6 7 Evercore 140,121 59 6 8 Lazard 132,299 155

7 5 Lazard 132,299 155 7 7 Goldman Sachs & Co 366,223 154

8 8 Rothschild & Co 123,526 251 8 9 JPMorgan 284,105 132

9 9 Barclays 118,814 83 9 6 BDO 460 116

10 12 UBS Investment Bank 106,098 62 10 10 Oaklins 1,695 115

The financial adviser league tables by value and volume have been run from 01/01/2019 to 31/12/2019 and exclude lapsed and withdrawn deals. The tables are pan-European and cover all sectors. Legal advisers by value Legal advisers by deal count

2019 2018 Company Name Value Number 2019 2018 Company Name Value Number (€m) of Deals (€m) of Deals

1 1 Freshfields Bruckhaus Deringer 200,178 185 1 1 DLA Piper 36,492 433

2 12 Kirkland & Ellis 197,741 162 2 2 CMS 27,563 277

3 9 Sullivan & Cromwell 166,034 58 3 9 White & Case 92,034 225

4 32 Weil Gotshal & Manges 159,032 116 4 3 Allen & Overy 122,134 220

5 4 Davis Polk & Wardwell 141,196 46 5 5 Clifford Chance 105,530 192

6 8 Latham & Watkins 135,742 178 6 6 Freshfields Bruckhaus Deringer 200,178 185

7 13 Cleary Gottlieb Steen & Hamilton 131,434 75 7 8 Linklaters 130,838 184

8 2 Linklaters 130,838 184 8 12 Latham & Watkins 135,742 178

9 5 Slaughter and May 128,044 56 9 4 Baker McKenzie 32,975 176

10 3 Allen & Overy 122,134 220 10 14 Kirkland & Ellis 197,741 162

The legal adviser league tables by value and volume have been run from 01/01/2019 to 31/12/2019 and include lapsed and withdrawn deals. The tables are pan-European and cover all sectors. mergermarket.com Mergermarket Deal Drivers EMEA FY 2019 16 All Sectors

League tables

Financial advisers by value – mid-market (€5m

2019 2018 Company Name Value Number 2019 2018 Company Name Value Number (€m) of Deals (€m) of Deals

1 1 Rothschild & Co 7,411 66 1 1 Deloitte 5,931 94

2 3 Deloitte 5,931 94 2 2 PwC 5,699 85

3 2 PwC 5,699 85 3 5 KPMG 4,754 70

4 5 Lazard 4,854 37 4 3 Rothschild & Co 7,411 66

5 6 KPMG 4,754 70 5 4 EY 3,933 57

6 4 EY 3,933 57 6 6 Lazard 4,854 37

7 10 ALANTRA 3,609 37 7 10 ALANTRA 3,609 37

8 28 JPMorgan 2,537 17 8 8 Oaklins 1,038 25

9 9 Barclays 2,520 15 9 17 Clearwater International 1,191 24

10 20 Citi 2,335 16 10 14 UniCredit Group 1,784 23

The financial adviser mid-market league tables by value and volume have been run from 01/01/2019 to 31/12/2019 and exclude lapsed and withdrawn deals. The tables are pan-European and cover all sectors. Legal advisers by value – mid-market (€5m

2019 2018 Company Name Value Number 2019 2018 Company Name Value Number (€m) of Deals (€m) of Deals

1 2 DLA Piper 6,781 123 1 1 DLA Piper 6,781 123

2 1 Allen & Overy 5,742 52 2 2 CMS 4,799 65

3 18 White & Case 5,136 51 3 3 Baker McKenzie 3,415 58

4 3 CMS 4,799 65 4 4 Allen & Overy 5,742 52

5 15 Kirkland & Ellis 4,284 31 5 26 White & Case 5,136 51

6 8 Latham & Watkins 4,222 33 6 10 Orrick Herrington & Sutcliffe 2,797 47

7 5 Clifford Chance 3,998 40 7 6 Jones Day 3,763 45

8 6 Jones Day 3,763 45 8 19 Cuatrecasas 1,733 43

9 23 PwC legal 3,450 34 9 7 Clifford Chance 3,998 40

10 4 Baker McKenzie 3,415 58 10 8 Hogan Lovells International 2,453 36

The legal adviser mid-market league tables by value and volume have been run from 01/01/2019 to 31/12/2019 and include lapsed and withdrawn deals. The tables are pan-European and cover all sectors. mergermarket.com Mergermarket Deal Drivers EMEA FY 2019 17 All Sectors

League tables

PR advisers by value PR advisers by deal count

2019 2018 Company Name Value Number 2019 2018 Company Name Value Number (€m) of Deals (€m) of Deals

1 4 Sard Verbinnen & Co 157,458 59 1 3 Finsbury Hering Schuppener GPG 110,370 144

2 1 Brunswick Group 139,486 120 2 1 FTI Consulting 70,363 137

3 2 Finsbury Hering Schuppener GPG 110,370 144 3 2 Brunswick Group 139,486 120

4 16 Kekst CNC (Publicis) 108,932 109 4 9 Kekst CNC (Publicis) 108,932 109

5 15 Abernathy MacGregor Group (AMO) 88,128 10 5 10 Barabino & Partners 15,485 106

6 3 FTI Consulting 70,363 137 6 4 Maitland (AMO) 46,895 104

7 18 Greenbrook Communications 56,184 60 7 5 Citigate Dewe Rogerson 11,347 76

8 7 Maitland (AMO) 46,895 104 8 8 Image Sept 40,046 75

9 10 Community Group 43,722 49 9 29 Fogel & Partners 28,502 61

10 25 Teneo 40,754 20 10 7 Greenbrook Communications 56,184 60

The PR adviser league tables by value and volume have been run from 01/01/2019 to 31/12/2019 and exclude lapsed and withdrawn deals. The tables are pan-European and cover all sectors. PR advisers by value – mid-market (€5m

2019 2018 Company Name Value Number 2019 2018 Company Name Value Number (€m) of Deals (€m) of Deals

1 1 FTI Consulting 3,665 55 1 1 FTI Consulting 3,665 55

2 3 Maitland (AMO) 3,003 29 2 9 Barabino & Partners 2,675 41

3 2 Brunswick Group 2,979 30 3 6 Finsbury Hering Schuppener GPG 2,872 31

4 4 Finsbury Hering Schuppener GPG 2,872 31 4 2 Brunswick Group 2,979 30

5 14 Barabino & Partners 2,675 41 5 5 Maitland (AMO) 3,003 29

6 24 Kekst CNC (Publicis) 2,311 15 6 8 Instinctif Partners 2,119 26

7 8 Instinctif Partners 2,119 26 7 7 Tulchan Communications 1,083 22

8 9 Greenbrook Communications 2,008 15 8 4 MHP Communications 811 21

9 7 Image Sept 1,636 18 9 11 Powerscourt 1,264 20

10 33 Fogel & Partners 1,609 17 10 3 Citigate Dewe Rogerson 1,117 20

The PR adviser mid-market league tables by value and volume have been run from 01/01/2019 to 31/12/2019 and exclude lapsed and withdrawn deals. The tables are pan-European and cover all sectors. mergermarket.com Mergermarket Deal Drivers EMEA FY 2019 18 Financial Services

Part of the Acuris report on global M&A activity

Financial Services

mergermarket.com Mergermarket Deal Drivers EMEA FY 2019 19 Financial Services

Financial Services Overview

Further information The European financial services sector In November, Switzerland’s SIX announced difficult for challenger banks, which could Get in touch experienced lower levels of M&A in 2019 a €2.6bn offer for Bolsas y Mercados turn to larger institutions for security. versus the year before both in terms of Españoles (BME), only for news to emerge volume and value. A total of 444 transactions that Euronext was also considering a bid for Pablo Mayo Cerqueiro involving European targets were announced the Spanish exchange. in 2019, a 20% fall from the previous What could have been year. Value-wise, the deals amounted to Sabzina Oshikova At the larger end of the stock exchange some €40.3bn, down 45% from 2018. space, Hong Kong Exchanges and Clearing PE activity in the sector dropped even more (HKEX) backed away from a short-lived steeply than overall M&A. Value fell 57% attempt to take over London Stock Exchange year on year to €4.7bn in 2019, while volume Group (LSEG) after failing to persuade its dropped 47% over that same period. UK peer. The move came weeks after LSEG announced its own deal to acquire data giant Top deals Refinitiv for some €24.2bn. The largest transaction of the year was Swiss Re’s sale of its ReAssure unit to Another significant deal that did not transpire Phoenix Group for €3.9bn after a failed IPO in 2019 was the much-discussed combination attempt. Insurance companies have been of Deutsche Bank and Commerzbank. Talks active in dealmaking, as they rethink capital between the two German lenders fell apart efficiency and the strategic direction of their in April. business in a tough rating environment. And while there is little regulatory and political The payments space also continued to see appetite for consolidation of that scale in M&A, particularly in the area of merchant Europe’s banking sector, deal activity in acquiring, which remains fairly fragmented that industry should not be entirely ruled in Europe. The second largest deal of the out in 2020. sector of the year, Nexi’s €1bn purchase of European governments have yet to exit the merchant acquiring business of Intesa investments from large banking assets Sanpaolo, is a prime example. such as Bankia in Spain, RBS in the UK, Other headline-grabbing transactions in 2019 ABN Amro in the Netherlands and Austria’s came from the stock exchange sub-sector, Volksbank, and the circumstances for those as globalisation pushes regional bourses privatisations could occur. Moreover, the to integrate with large multinational groups. current economic environment is proving

mergermarket.com Mergermarket Deal Drivers EMEA FY 2019 20 Financial Services

Top deals

Top 15 Announced Deals for Year Ending 31 December 2019 – European Targets Financial Services Sector

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

6-Dec-19 P Phoenix Group Holdings Limited ReAssure Group Plc Swiss Re Ltd; and MS&AD Insurance Group Holdings Inc 3,853

1-Apr-19 C BPCE Group Natixis SA (Consumer financing, Factoring, Leasing, Sureties & guarantees Natixis SA 2,700 and Securities services businesses)

18-Nov-19 P SIX Group AG Bolsas y Mercados Espanoles, SA 2,558

22-Feb-19 L Non-Standard Finance Plc Provident Financial Plc 1,490

19-Dec-19 P Nexi SpA Intesa Sanpaolo (Merchant banking operations) Intesa Sanpaolo SpA 1,000

24-Jun-19 P Banco Santander SA Allianz Popular SL (60% stake) Allianz SE 937

14-Mar-19 C OneSavings Bank plc Charter Court Financial Services Group plc 936

11-Nov-19 P Boels Rental BV Cramo Plc 922

28-Jan-19 C CVC Capital Partners Limited April Group SA Evolem SA 883

30-Apr-19 L BlackRock Inc; and Fondo Interbancario di Tutela dei Depositi (FITD) Banca Carige SpA (80% stake) 718

13-May-19 C SoftBank Group Corp Greensill Capital (UK) Limited 712

9-Aug-19 C Fondo Interbancario di Tutela dei Depositi (FITD); Cassa Centrale Banca – Credito Cooperativo Banca Carige SpA 700 Italiano SpA; and Societa Per La Gestione Di Attivita – SGA SpA

30-Jan-19 L Nasdaq Inc Oslo Bors VPS Holding ASA 687

14-Jan-19 C Euronext NV Oslo Bors VPS Holding ASA 684

31-May-19 C Allianz SE Liverpool Victoria Friendly Society Limited (General Insurance business) Liverpool Victoria Friendly Society Limited 654 (30.1% Stake)

C= Completed; P= Pending; L= Lapsed

mergermarket.com Mergermarket Deal Drivers EMEA FY 2019 21 Financial Services

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

2.1% 3.8% 7.5% 11.5%

12.9% 32.4% 38.3%

10.6%

6.6% 10.2%

3.7% 11.1% 6.1% 10.8% 10.9% 5.9% 7.2% 8.4%

UK & Ireland DACH France UKValue & IrelandValue DACHValue France Italy Iberia Benelux ItalyValue Value IberiaValue Benelux

Nordic Central & Eastern Europe Other NordicValue Value CentralValue & Eastern Europe Other

mergermarket.com mergermarket.com Mergermarket Industry sector is based onthe dominant industry of the target. withdrawn, where the dominant location of the target is inEurope. Based onannounced deals, excluding those that lapsed orwere Value Quarterly M&Aactivity Value (€m) 40,000 30,000 20,000 35,000 25,000 10,000 15,000 5,000 Deal Value 0 Q1 Q2 2013 Q3 Q4 Q1 Moving average trend line Q2 2014 Q3 Q4 Deal Drivers EMEA Q1 Q2 2015 Q3 Q4 Q1 Q2 2016 Q3 Q4 Q1 Q2 2017 Q3 Financial Services FY 2019 Q4 Q1 Q2 2018 Q3 Q4 Q1 Q2 2019 Q3 Q4 Industry sector is based onthe dominant industry of the target. withdrawn, where the dominant location of the target is inEurope. Based onannounced deals, excluding those that lapsed orwere Count Deal Quarterly M&Aactivity Number of deals Deal Count Deal 100 150 125 175 50 25 75 0 Q1 Q2 2013 Q3 Q4 Moving average trend line Q1 Q2 2014 Q3 Q4 Q1 Q2 2015 Q3 Q4 Q1 Q2 2016 Q3 Q4 Q1 Q2 2017 Q3 Q4 Q1 Q2 2018 Q3 Q4 Q1 Q2 2019 Q3 Q4 22 Mergermarket Deal Drivers EMEA FY 2019 23 Financial Services

League tables

Financial advisers by value Financial advisers by deal count

2019 2018 Company Name Value Number 2019 2018 Company Name Value Number (€m) of Deals (€m) of Deals

1 3 Morgan Stanley 15,995 8 1 2 Rothschild & Co 8,030 25

2 6 Bank of America 11,323 11 2 3 KPMG 1,913 23

3 11 Barclays 11,004 11 3 4 PwC 1,025 23

4 14 Fenchurch Advisory Partners 9,269 11 4 1 Deloitte 990 23

5 5 Rothschild & Co 8,030 25 5 8 EY 1,498 19

6 8 Citi 7,770 9 6 7 JPMorgan 5,589 17

7 25 Credit Suisse 6,726 8 7 5 Goldman Sachs & Co 6,515 16

8 2 Goldman Sachs & Co 6,515 16 8 6 Lazard 5,252 13

9 1 JPMorgan 5,589 17 9 12 Bank of America 11,323 11

10 15 Lazard 5,252 13 10 15 Barclays 11,004 11

The financial adviser league tables by value and count have been run from 01/01/2019 to 31/12/2019 and exclude lapsed and withdrawn deals. The tables are pan-European and are based on the following sector: Financial Services. Legal advisers by value Legal advisers by deal count

2019 2018 Company Name Value Number 2019 2018 Company Name Value Number (€m) of Deals (€m) of Deals

1 1 Clifford Chance 8,642 28 1 2 Clifford Chance 8,642 28

2 51 Latham & Watkins 8,296 9 2 4 DLA Piper 1,249 22

3 14 Allen & Overy 7,311 21 3 1 Allen & Overy 7,311 21

4 145 Kirkland & Ellis 6,519 10 4 3 CMS 373 20

5 7 Linklaters 5,986 17 5 7 Freshfields Bruckhaus Deringer 3,357 19

6 2 Skadden Arps Slate Meagher & Flom 5,846 7 6 5 Linklaters 5,986 17

7 93 Simpson Thacher & Bartlett 4,528 4 7 9 Eversheds Sutherland 1,798 14

8 15 Davis Polk & Wardwell 3,991 3 8 20 Slaughter and May 3,651 13

9 3 Slaughter and May 3,651 13 9 6 White & Case 3,376 12

10 89 Garrigues 3,548 8 10 36 Gianni, Origoni, Grippo, Cappelli & Partners 1,233 12

The legal adviser league tables by value and count have been run from 01/01/2019 to 31/12/2019 and include lapsed and withdrawn deals. The tables are pan-European and are based on the following sector: Financial Services. mergermarket.com Mergermarket Deal Drivers EMEA FY 2019 24 Industrials & Chemicals

Part of the Acuris report on global M&A activity

Industrials & Chemicals

mergermarket.com Mergermarket Deal Drivers EMEA FY 2019 25 Industrials & Chemicals

Industrials & Chemicals Overview

Further information M&A value in Europe’s industrials & chemicals the space shed 46% year on year to book across European I&C was a key feature in 2019, Get in touch (I&C) sector fell 24% in 2019 to €96.2bn €16.3bn on 139 deals – down from €30.3bn on with KPS Capital Partners’ €1.6bn buyout of against a global backdrop that saw an increase 174 deals in 2018 and €58.3bn on 175 in 2017. air and gas handling products and services in I&C dealmaking in every other region. company Howden and the Lone Star-BASF Ryan Gould Public market bargains deal standing out. The plunge reflected dealmakers’ anxiety In what would have been one of the largest about a potential hard Brexit and trade war- deal of the year, US PE Apollo attempted to The permeation of automation will remain a Olivier Gilkinet related supply chain disruption. Based on deal take over packaging group RPC for €6.5bn, key driver for I&C M&A, with strategic players volume, however, the sector witnessed a less though ultimately RPC agreed a merger with further realising the value in positioning their steep drop, of 12%, to 1,521 deals. strategic player Berry Global for €5.2bn. Nor offering as a solution-as-a-service model that was this the only bidding war which saw a can often attract more lucrative contract terms. Industrials stand strong PE lose. A consortium made up of Bain and I&C outperformed other sectors by winning 20% For as long as demand for high-quality Carlyle attempted to take over German lighting of all deal volume across Europe. It garnered engineering and manufacturing is sustained, firm Osram for €3.8bn, before the latter agreed 14% of all deal value, bested only by dealmakers companies and sponsors will be able to a deal with Austrian sensormaker ams. in the pharma & healthcare and technology, exploit M&A as a vehicle for profitable growth media and telecoms (TMT) spaces. With so much dry powder available to them, and consolidation. PEs are increasingly turning to the public PSA Peugeot Citroen’s €19.1bn megamerger markets for targets like the publicly listed with Fiat Chrysler was the sole European Osram and RPC. Competition between €10bn-plus deal. Five other I&C transactions PEs for privately held assets is fierce, and made Europe’s top 10, including German car valuations are high, especially for firms already parts maker ZF Friedrichshafen’s takeover held by PE houses. In comparison, public of WABCO. market valuations are beginning to look more Including that deal, DACH saw five billion-plus attractive – even with a take-private premium tickets. These were underpinned by the €3.6bn factored in. offer from Austrian sensor specialist ams for Safe-haven sector an 80% stake in German lighting manufacturer All that dry powder should fuel I&C interest, Osram, and the €3.2bn divestment of BASF with PE houses examining take-private Construction Chemicals to US-based private opportunities to capitalise on further equity (PE) firm Lone Star Funds. expansion in takeout multiples. While industrials proved resilient, the days of PE firms are likely to enjoy a plethora of chemicals megadeals seem long gone. In 2019 possible targets. The number of carve-outs

mergermarket.com Mergermarket Deal Drivers EMEA FY 2019 26 Industrials & Chemicals

Top deals

Top 15 Announced Deals for Year Ending 31 December 2019 – European Targets Industrials & Chemicals Sector

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

18-Dec-19 P Fiat Chrysler Automobiles N.V. PSA Peugeot-Citroen SA 19,062

23-Jan-19 L Apollo Global Management LLC RPC Group Plc 6,465

28-Mar-19 P ZF Friedrichshafen AG WABCO 6,445

8-Mar-19 C Berry Global Group, Inc RPC Group Plc 5,293

11-Aug-19 L ams AG Osram GmbH 4,395

4-Jul-19 L Bain – Carlyle consortium Osram GmbH 3,814

18-Oct-19 P ams AG Osram GmbH (80.01% stake) 3,601

4-Jul-19 P Outotec Oyj Metso Minerals Oy Metso Oyj 3,324

21-Dec-19 P Lone Star Funds BASF SE (Construction Chemicals business) BASF SE 3,170

31-Mar-19 C Sakthi Global Holdings Limited Sakthi Global Holdings Limited (50.01% stake) Lalit Kumar Verma (Private investor); and Manickam Mahalingam (Private investor) 3,147

4-Mar-19 C Advent International Corporation Roehm GmbH Evonik Industries AG 3,000

8-Jan-19 C Sika AG ParexGroup SA CVC Capital Partners Limited 2,226

15-Jul-19 C Exal Corporation Trivium Packaging Ardagh Group SA 2,219

25-Feb-19 C Triton Partners; Abu Dhabi Investment Authority IFCO Systems Gmbh Brambles Limited 2,211

23-Sep-19 P Hyundai Motor Co Aptiv PLC (autonomous driving technology) (50% stake) Aptiv PLC 1,819

C= Completed; P= Pending; L= Lapsed

mergermarket.com Mergermarket Deal Drivers EMEA FY 2019 27 Industrials & Chemicals

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

1.2%

1.8% 2.2% 6.3% 15.8% 12.9% 18%

15.4%

5.6%

1.5%

5.6% 23.8% 9%

30.4%

6.1%

23%

11.2% 10.2%

UK & Ireland DACH France UKValue & IrelandValue DACHValue France Italy Iberia Benelux ItalyValue Value IberiaValue Benelux

Nordic Central & Eastern Europe Other NordicValue Value CentralValue & Eastern Europe Other

mergermarket.com mergermarket.com Mergermarket Industry sector is based onthe dominant industry of the target. withdrawn, where the dominant location of the target is inEurope. Based onannounced deals, excluding those that lapsed orwere Value Quarterly M&Aactivity Value (€m) 60,000 40,000 50,000 30,000 20,000 70,000 10,000 Deal Value 0 Q1 Q2 2013 Q3 Q4 Q1 Moving average trend line Q2 2014 Q3 Q4 Deal Drivers EMEA Q1 Q2 2015 Q3 Q4 Q1 Q2 2016 Q3 Q4 Q1 Q2 2017 Q3 Industrials &Chemicals FY 2019 Q4 Q1 Q2 2018 Q3 Q4 Q1 Q2 2019 Q3 Q4 Industry sector is based onthe dominant industry of the target. withdrawn, where the dominant location of the target is inEurope. Based onannounced deals, excluding those that lapsed orwere Count Deal Quarterly M&Aactivity Number of deals Deal Count Deal 400 500 300 200 450 350 250 100 150 50 0 Q1 Q2 2013 Q3 Q4 Moving average trend line Q1 Q2 2014 Q3 Q4 Q1 Q2 2015 Q3 Q4 Q1 Q2 2016 Q3 Q4 Q1 Q2 2017 Q3 Q4 Q1 Q2 2018 Q3 Q4 Q1 Q2 2019 Q3 Q4 28 Mergermarket Deal Drivers EMEA FY 2019 29 Industrials & Chemicals

League tables

Financial advisers by value Financial advisers by deal count

2019 2018 Company Name Value Number 2019 2018 Company Name Value Number (€m) of Deals (€m) of Deals

1 2 Goldman Sachs & Co 67,076 24 1 1 PwC 1,428 92

2 9 Citi 38,737 16 2 2 Deloitte 4,295 82

3 1 JPMorgan 36,812 14 3 4 KPMG 888 65

4 8 Lazard 35,586 32 4 3 EY 2,434 55

5 23 Bank of America 31,219 11 5 5 Lincoln International 1,263 39

6 6 Morgan Stanley 30,477 15 6 10 Lazard 35,586 32

7 4 UBS Investment Bank 27,109 9 7 11 ALANTRA 1,916 32

8 22 Barclays 27,103 17 8 6 Rothschild & Co 14,400 30

9 31 Mediobanca 19,765 7 9 7 BDO 115 25

10 140 Perella Weinberg Partners 19,062 3 10 8 Goldman Sachs & Co 67,076 24

The financial adviser league tables by value and count have been run from 01/01/2019 to 31/12/2019 and exclude lapsed and withdrawn deals. The tables are pan-European and are based on the following sectors: Automotive; Chemicals & Materials; Industrials – electronics; automation, and products and services; and Manufacturing – other. Legal advisers by value Legal advisers by deal count

2019 2018 Company Name Value Number 2019 2018 Company Name Value Number (€m) of Deals (€m) of Deals

1 18 Sullivan & Cromwell 53,433 15 1 1 DLA Piper 3,581 88

2 2 Linklaters 40,530 33 2 2 CMS 2,979 56

3 35 Cleary Gottlieb Steen & Hamilton 34,197 13 3 6 White & Case 12,487 48

4 56 Stibbe 26,763 14 4 7 Allen & Overy 11,958 38

5 1 Freshfields Bruckhaus Deringer 25,637 27 5 3 Baker McKenzie 6,753 35

6 14 Latham & Watkins 23,857 26 6 8 Linklaters 40,530 33

7 7 Cravath, Swaine & Moore 22,925 5 7 31 Kirkland & Ellis 18,718 30

8 25 Loyens & Loeff 21,959 11 8 4 Jones Day 5,748 28

9 157 Bredin Prat 20,687 8 9 5 Freshfields Bruckhaus Deringer 25,637 27

10 41 Legance Avvocati Associati 19,698 8 10 10 Eversheds Sutherland 1,231 27

The legal adviser league tables by value and count have been run from 01/01/2019 to 31/12/2019 and include lapsed and withdrawn deals. The tables are pan-European and are based on the following sectors: Automotive; Chemicals & Materials; Industrials – electronics; automation, and products and services; and Manufacturing – other. mergermarket.com Mergermarket Deal Drivers EMEA FY 2019 30 Energy, Mining & Utilities

Part of the Acuris report on global M&A activity

Energy, Mining & Utilities

mergermarket.com Mergermarket Deal Drivers EMEA FY 2019 31 Energy, Mining & Utilities

Energy, Mining & Utilities Overview

Further information The energy, mining & utilities sector is uniquely its power distribution business Radius and two How 2020 will shake out for EMU M&A will Get in touch exposed to geopolitical instability. While this other subsidiaries to local strategic SEAS- depend heavily again on factors outside of creates fertile ground for smart dealmaking, NVE for €2.9bn. Just a few years ago, Orsted dealmakers’ control: commodity prices, climate it also disrupts the natural flow of transactions, (formerly Dong Energy) was an integrated change policy, and geopolitical shifts. Patrick Harris and contributed to 2019 being one of the least energy player and a major producer of oil and active years since 2013. gas. It is now a pure-play renewable power generation company. Andrea Putaturo European deal values across energy and natural resources saw a 25% decrease from €109.3bn Meanwhile, gas, as the cleanest fossil fuel, in 2018 to €81.7bn in 2019. Deal volume likewise becomes ever more the focus of energy Thorsten Louie Pedersen saw a decline, though somewhat less precipitous: players. This is reflected in the level of LNG down 5% annually to 448 deals. project-finance related M&A activity, most notably the sale by Russia’s Novatek of a 10% Cooking with (oil and) gas stake in the Arctic LNG project to the Japan In the wake of growing investor concern Arctic LNG consortium, comprised of Mitsui about climate change, several oil and gas and Jogmec. related deals in the year’s top 10 had an energy transition angle. Power and utilities under the microscope In the UK, the utilities market has been difficult, The €4.4bn sale of Dutch power and utility with the traditional Big Six suppliers suffering company Eneco – the largest deal for the year, losses and price caps. New players have and ultimately won by Mitsubishi Corps – is the seemed keen to consolidate the space and best example of the ongoing transition and improve its economics. Mitsubishi, for example, change in mindset among sector participants. acquired a 20% stake in energy supplier OVO The auction of the primarily renewables-focused for €246m, and through it, SSE’s retail business business saw the participation of both Shell for €561m later in the year. and Total, which would have represented a most significant step out into power generation and Further deals in the energy retail space are supply for any European oil major. likely to occur in 2020, as the Big Six – EDF Energy, E.ON UK, Npower, SSE, Centrica, and Denmark-based AP Moller – Maersk’s spinoff Scottish Power – no longer hold the same of Maersk Drilling, creatively renamed The market position they used to. Npower has been Drilling Company of 1972, was a step in the folded up, SSE is replaced by OVO, Centrica is shipping giant’s detachment from upstream oil on the ropes, and neither EDF or E.ON seem and gas. In another Danish deal, Orsted sold overly enthusiastic about the UK market. mergermarket.com Mergermarket Deal Drivers EMEA FY 2019 32 Energy, Mining & Utilities

Top deals

Top 15 Announced Deals for Year Ending 31 December 2019 – European Targets Energy, Mining & Utilities Sector

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

25-Nov-19 P Mitsubishi Corporation; Chubu Electric Power Co., Inc. Eneco Group BV 4,383

26-Sep-19 C Var Energi AS Exxon Mobil Corporation (Norwegian oil and gas assets) Exxon Mobil Corporation 4,113

8-Oct-19 P Fortum Oyj AB Uniper SE (20.5% stake) Knight Vinke Asset Management LLC; and Elliott Management Corporation 4,100

6-Aug-19 C Macquarie Infrastructure and Real Assets Currenta GmbH & Co OHG Bayer AG; and Lanxess AG 3,500

21-Feb-19 C AP Moller – Maersk AS (Shareholders) The Drilling Company of 1972 AS AP Moller – Maersk AS 3,172

19-Jun-19 C Hafslund E-CO AS Eidsiva Energi AS (50% stake) 3,009

18-Sep-19 C SEAS-NVE AmbA Orsted AS (Power distribution business); Orsted AS (City light business); Orsted AS 2,853 and Orsted AS (Residential customer business)

8-Apr-19 C The Carlyle Group Compania Espanola de Petroleos SAU (37% stake) Mubadala Investment Company PJSC 2,805

29-Jun-19 C Japan Arctic LNG BV OOO Arctic LNG 2 (10% stake) Novatek OAO 2,639

18-Apr-19 C Chrysaor Holdings Limited ConocoPhillips Company (UK oil and gas business) ConocoPhillips Company 2,376

13-Feb-19 C KGAL GmbH & Co KG; Ingka Holding BV; Commerz Real AG; and wpd invest GmbH Veja Mate Offshore Project GmbH (80% stake) Siemens Financial Services GmbH; Copenhagen Infrastructure Partners K/S; 2,300 and Highland Group Holdings

19-Dec-19 P ENGIE; Credit Agricole Assurances; and Mirova Energias de Portugal (1.7 GW hydroelectric portfolio in Portugal) Energias de Portugal 2,200

28-Jun-19 C A consortium led by Macquarie Infrastructure and Real Assets Cadent Gas Ltd (39% stake) National Grid Plc 2,199

22-Feb-19 C RWE AG innogy Grid Holding AS (50.04% stake) innogy SE 1,850

29-Apr-19 C A consortium led by Macquarie Infrastructure and Real Assets innogy Grid Holding AS (50.04% stake) RWE AG 1,800

C= Completed; P= Pending; L= Lapsed

mergermarket.com Mergermarket Deal Drivers EMEA FY 2019 33 Energy, Mining & Utilities

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

0.2% 2.9% 13.6% 16.5% 14.7% 19.5%

7.6%

24% 16.9% 16.9%

4.7%

2.7%

11.6% 5.8% 5.8% 7.4% 12.9% 16.3%

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

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

mergermarket.com mergermarket.com Mergermarket Industry sector is based onthe dominant industry of the target. withdrawn, where the dominant location of the target is inEurope. Based onannounced deals, excluding those that lapsed orwere Value Quarterly M&Aactivity Value (€m) 60,000 90,000 40,000 50,000 30,000 80,000 20,000 70,000 10,000 Deal Value 0 Q1 Q2 2013 Q3 Q4 Q1 Moving average trend line Q2 2014 Q3 Q4 Deal Drivers EMEA Q1 Q2 2015 Q3 Q4 Q1 Q2 2016 Q3 Q4 Q1 Q2 2017 Q3 & Utilities Energy, Mining FY 2019 Q4 Q1 Q2 2018 Q3 Q4 Q1 Q2 2019 Q3 Q4 Industry sector is based onthe dominant industry of the target. withdrawn, where the dominant location of the target is inEurope. Based onannounced deals, excluding those that lapsed orwere Count Deal Quarterly M&Aactivity Number of deals Deal Count Deal 100 160 140 120 60 40 80 20 0 Q1 Q2 2013 Q3 Q4 Moving average trend line Q1 Q2 2014 Q3 Q4 Q1 Q2 2015 Q3 Q4 Q1 Q2 2016 Q3 Q4 Q1 Q2 2017 Q3 Q4 Q1 Q2 2018 Q3 Q4 Q1 Q2 2019 Q3 Q4 34 Mergermarket Deal Drivers EMEA FY 2019 35 Energy, Mining & Utilities

League tables

Financial advisers by value Financial advisers by deal count

2019 2018 Company Name Value Number 2019 2018 Company Name Value Number (€m) of Deals (€m) of Deals

1 1 Citi 26,523 17 1 2 PwC 1,946 34

2 9 Morgan Stanley 22,639 12 2 4 KPMG 2,085 30

3 3 Bank of America 19,451 12 3 1 Rothschild & Co 18,503 28

4 4 Rothschild & Co 18,503 28 4 3 EY 4,056 19

5 6 BNP Paribas 15,344 16 5 6 Citi 26,523 17

6 2 Goldman Sachs & Co 14,424 12 6 8 Macquarie Group 6,197 17

7 10 Barclays 12,938 12 7 13 BNP Paribas 15,344 16

8 22 Santander Corporate Investment Banking (SCIB) 11,358 9 8 5 Deloitte 294 16

9 5 Lazard 11,051 9 9 10 Evercore 3,024 14

10 25 JPMorgan 10,394 11 10 14 Morgan Stanley 22,639 12

The financial adviser league tables by value and count have been run from 01/01/2019 to 31/12/2019 and exclude lapsed and withdrawn deals. The tables are pan-European and are based on the following sectors: Energy; Mining; and Utilities. Legal advisers by value Legal advisers by deal count

2019 2018 Company Name Value Number 2019 2018 Company Name Value Number (€m) of Deals (€m) of Deals

1 11 Clifford Chance 17,296 31 1 2 Clifford Chance 17,296 31

2 119 Weil Gotshal & Manges 16,541 11 2 4 CMS 6,685 27

3 2 Freshfields Bruckhaus Deringer 15,433 13 3 14 White & Case 13,043 25

4 61 White & Case 13,043 25 4 5 Herbert Smith Freehills 6,917 24

5 1 Linklaters 12,398 17 5 7 DLA Piper 1,329 24

6 19 Latham & Watkins 10,406 9 6 17 Watson, Farley & Williams 3,573 20

7 46 BAHR 8,901 15 7 6 Orrick Herrington & Sutcliffe 2,400 20

8 139 Machado Meyer Sendacz e Opice 8,749 4 8 10 Cuatrecasas 4,209 18

9 84 Jones Day 8,638 8 9 1 Linklaters 12,398 17

10 3 Allen & Overy 8,321 17 10 3 Allen & Overy 8,321 17

The legal adviser league tables by value and count have been run from 01/01/2019 to 31/12/2019 and include lapsed and withdrawn deals. The tables are pan-European and are based on the following sectors: Energy; Mining; and Utilities. mergermarket.com Mergermarket Deal Drivers EMEA FY 2019 36 Consumer

Part of the Acuris report on global M&A activity

Consumer

mergermarket.com Mergermarket Deal Drivers EMEA FY 2019 37 Consumer

Consumer Overview

Further information Bucking global trends, European consumer Advent are competing to acquire Italian luxury Ample dry powder in PE hands means Get in touch sector M&A activity enjoyed a lavish 2019. sneaker company Golden Goose, valued sponsors are well placed to acquire assets The region booked consumer deals worth in excess of €1bn, from Carlyle. Meanwhile, resulting from strategic carve-outs as some €47.4bn, up 26% from 2018, even though Carlyle has eyes for British boot company consumer firms streamline their portfolios, Deane McRobie deal volume fell slightly to 955 from 959. Dr Martens, which Permira is reportedly looking as well as targets operating in attractive and to exit for a valuation also exceeding €1bn. innovative niches of the consumer sector. Strategic buyers propelled Europe’s increase Barbara Pianese in deal value, while private equity (PE) activity The sector’s totals were boosted by a number was comparatively muted. At €8.1bn on 175 of notable personal care and cosmetics deals, 2019 recorded the lowest buyout values deals. The €4.4bn sale of UK-based Avon Thorsten Louie Pedersen and volumes of the last five years. Products by Cerberus Capital to Brazil’s Natura Cosméticos was the consumer sector’s third Financial players’ main contribution to Europe’s largest deal in Europe, as well as 2019’s largest M&A windfall was on the exit front. There were PE exit. Two months later in July, US-based 117 exits worth €14.9bn in 2019, against 97 exits Colgate-Palmolive agreed to buy French for €7.7bn the year before. skincare company Filorga for nearly €1.5bn. Treat yourself Investor appetite for this space seems set Eight of Europe’s ten largest consumer sector to carry into 2020. The reported sale by US deals were in the retail and personal care cosmetics company Coty of its professional segments. The largest was EssilorLuxottica’s beauty brands, including German Wella and proposed €9.3bn takeover of GrandVision to UK-based GHD, worth €6.3bn, should be form the world’s biggest eyewear retailer. among 2020’s top deals. The sector’s need to adapt to profound Investors scrutinising next wave of disrupters change is continuing to drive activity. Reflecting market enthusiasm for all things new Disrupters that have shown the ability to and glittering, companies at the vanguard of make a profit while winning market share consumer tech, in the alternative food segment from incumbents have attracted the most and in the premium space will be high on attention. One example is Marks & Spencer’s investors’ agendas. The pipeline already features €657m acquisition-in-all-but-name UK-based pet-food supplier Lily’s Kitchen, (structured as a joint venture) of which has hired Houlihan Lokey for a sale. Add online grocer Ocado’s UK business. to that UK-based vegan-food manufacturer Iconic brands remain among the most Gosh!, which has reportedly attracted interest attractive targets. PE firms Permira and from PE firms LDC and Ambienta. mergermarket.com Mergermarket Deal Drivers EMEA FY 2019 38 Consumer

Top deals

Top 15 Announced Deals for Year Ending 31 December 2019 – European Targets Consumer Sector

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

31-Jul-19 P EssilorLuxottica GrandVision NV HAL Trust 9,322

21-Jun-19 L EP Global Commerce AS Metro AG (89.09% stake) 8,759

22-May-19 C Natura Cosmeticos SA Avon Products Inc Cerberus Capital Management LP 4,408

01-Apr-19 C Severgroup OOO OOO Lenta (78.36% stake) TPG Capital LP; and VTB Capital Private Equity 2,415

5-Feb-19 C L1 Retail DIA Distribuidora Internacional de Alimentacion SA (29.36% stake) 1,572

11-Jul-19 C Colgate-Palmolive Company Laboratoires Filorga Cosmetiques Groupe HLD; and Didier Tabary (Private investor) 1,496

22-Feb-19 C Saputo Inc Dairy Crest Group Plc 1,403

15-Dec-19 P Ardian Audiotonix Limited Astorg Partners 1,000

10-Jun-19 C Signa Holding GmbH European Department Store Holdings SARL (49.99% stake) Hudson's Bay Company 1,000

14-May-19 C Conad Consorzio Nazionale Dettaglianti - Societa Cooperativa a r.l. Auchan SpA Auchan Retail SA 1,000

22-May-19 C af Jochnick family Oriflame Holding AG (69.18% stake) 987

10-Apr-19 C Consortium led by PAI Partners Royal Wessanen NV 928

24-May-19 C The GBfoods SA Continental Foods Belgium NV CVC Capital Partners Limited 900

28-Jan-19 C Margarita Louis-Dreyfus (Private Investor) Louis Dreyfus Company BV (16.6% stake) 900

19-Dec-19 C Ardian Cerelia SA IK Investment Partners Limited 810

C= Completed; P= Pending; L= Lapsed

mergermarket.com Mergermarket Deal Drivers EMEA FY 2019 39 Consumer

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

1.8% 1.9% 8.7% 10.4% 15.6% 21.8% 4.8%

10%

12.8%

6.5%

12.4% 27.7%

10.6%

15.4%

7.8%

9.8% 8.3% 13.7%

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

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

mergermarket.com mergermarket.com Mergermarket Industry sector is based onthe dominant industry of the target. withdrawn, where the dominant location of the target is inEurope. Based onannounced deals, excluding those that lapsed orwere Value Quarterly M&Aactivity Value (€m) 100,000 140,000 120,000 60,000 40,000 80,000 20,000 Deal Value 0 Q1 Q2 2013 Q3 Q4 Q1 Moving average trend line Q2 2014 Q3 Q4 Deal Drivers EMEA Q1 Q2 2015 Q3 Q4 Q1 Q2 2016 Q3 Q4 Q1 Q2 2017 Q3 Consumer FY 2019 Q4 Q1 Q2 2018 Q3 Q4 Q1 Q2 2019 Q3 Q4 Industry sector is based onthe dominant industry of the target. withdrawn, where the dominant location of the target is inEurope. Based onannounced deals, excluding those that lapsed orwere Count Deal Quarterly M&Aactivity Number of deals Deal Count Deal 300 200 250 100 150 50 0 Q1 Q2 2013 Q3 Q4 Moving average trend line Q1 Q2 2014 Q3 Q4 Q1 Q2 2015 Q3 Q4 Q1 Q2 2016 Q3 Q4 Q1 Q2 2017 Q3 Q4 Q1 Q2 2018 Q3 Q4 Q1 Q2 2019 Q3 Q4 40 Mergermarket Deal Drivers EMEA FY 2019 41 Consumer

League tables

Financial advisers by value Financial advisers by deal count

2019 2018 Company Name Value Number 2019 2018 Company Name Value Number (€m) of Deals (€m) of Deals

1 2 Citi 31,044 13 1 3 PwC 4,335 57

2 1 Goldman Sachs & Co 30,976 16 2 1 Deloitte 4,262 49

3 30 Centerview Partners 23,443 4 3 2 Rothschild & Co 19,333 48

4 3 Lazard 21,645 24 4 4 KPMG 685 31

5 5 JPMorgan 20,413 14 5 6 Oaklins 57 28

6 11 Rothschild & Co 19,333 48 6 5 EY 2,186 26

7 32 BNP Paribas 17,976 10 7 7 Lazard 21,645 24

8 10 Nomura Holdings 12,039 6 8 33 Credit Agricole 8,331 20

9 7 Bank of America 11,112 10 9 17 UniCredit Group 497 17

10 37 ING 10,522 8 10 12 Goldman Sachs & Co 30,976 16

The financial adviser league tables by value and count have been run from 01/01/2019 to 31/12/2019 and exclude lapsed and withdrawn deals. The tables are pan-European and are based on the following sector: Consumer – retail, food and other. Legal advisers by value Legal advisers by deal count

2019 2018 Company Name Value Number 2019 2018 Company Name Value Number (€m) of Deals (€m) of Deals

1 28 Sullivan & Cromwell 38,113 8 1 1 DLA Piper 6,964 49

2 1 Freshfields Bruckhaus Deringer 27,497 24 2 4 CMS 2,018 28

3 12 White & Case 24,967 18 3 2 Allen & Overy 12,904 27

4 18 Skadden Arps Slate Meagher & Flom 23,931 4 4 14 Freshfields Bruckhaus Deringer 27,497 24

5 20 Weil Gotshal & Manges 19,549 11 5 9 Latham & Watkins 14,526 22

6 21 Cleary Gottlieb Steen & Hamilton 18,345 10 6 3 Baker McKenzie 1,705 21

7 9 Latham & Watkins 14,526 22 7 15 PwC legal 1,657 21

8 29 Cravath, Swaine & Moore 13,480 4 8 8 Clifford Chance 4,819 20

9 10 Allen & Overy 12,904 27 9 12 White & Case 24,967 18

10 2 Kirkland & Ellis 12,002 16 10 11 Garrigues 850 17

The legal adviser league tables by value and count have been run from 01/01/2019 to 31/12/2019 and include lapsed and withdrawn deals. The tables are pan-European and are based on the following sector: Consumer – retail, food and other. mergermarket.com Mergermarket Deal Drivers EMEA FY 2019 42 Telecoms, Media & Technology

Part of the Acuris report on global M&A activity

Telecoms, Media & Technology

mergermarket.com Mergermarket Deal Drivers EMEA FY 2019 43 Telecoms, Media & Technology

Telecoms, Media & Technology Overview

Further information A lack of megadeals compared to the year T is for TowerCo last year, while Publicis acquired US-based Get in touch prior caused European telecoms, media & Overall deal value in the telecoms sub-sector data aggregator Epsilon for €3.5bn. technology (TMT) M&A activity to decline by dipped 56.3% in 2019 to €26bn across 36% in value in 2019 to €108.4bn. Based on 86 deals compared to €59.6bn across 78 Amy-Jo Crowley deal volume, however, the region hit a record deals in 2018. Still, total deal value in 2019 high notching up a total of 1,413 deals in 2019, came higher than in both 2017 (€16.1bn) up 6% on 2018. and 2016 (€15.5bn) thanks in part to some Charlie Taylor-Kroll notable take-private deals including the The UK took the largest share of TMT M&A in €4.9bn acquisition of UK-satellite company Europe, making up 30% of the total European Inmarsat by a PE consortium consisting of Thorsten Louie Pedersen deal value thanks to deals such as Just Eat’s Apax, Warburg Pincus, CPPIB and OTPPB. €7.4bn merger with Takeaway.com, the largest TMT transaction of 2019. The largest telecoms deal of the year was Vodafone’s €5.3bn sale of its Italian tower The deal aims to create one of the biggest assets to Infrastrutture Wireless Italiane players in the online food delivery market to SpA, a deal that is emblematic of a trend rival Uber Eats and Amazon-backed Deliveroo, towards splitting tower assets from telco and saw Takeaway.com claim victory over operators. Vodafone is looking to offload Naspers-owned Prosus in one of last year’s other tower assets, while France’s Orange fiercest takeover battles. and Spain’s Telefonica are also considering Terrific tech IPOs for some of their tower assets. The Just Eat deal helped ensure the technology Media slumps sub-sector to achieve its most valuable year Media deal value in Europe also saw a drop since 2016, with a total of €62.4bn in 2019, a in 2019, down to €20bn – a near two-thirds 21% year-on-year increase in value. drop on the €59.1bn recorded in 2018 – as In another high-profile tech transaction, the sub-sector continues to struggle under German online classifieds group Scout24 the pressure from technological threat. sold its car trading platform AutoScout24 to As Facebook and Google continue to disrupt private equity firm Hellman & Friedman (H&F) the traditional agency model, the Big Four ad for €2.9bn. The deal followed a failed attempt agencies have turned to M&A to withstand the by H&F and Blackstone, Scout24’s previous tech giants’ onslaught. WPP sold a 60% stake owners, to take over the asset as a whole. in market research business Kantar for €3.6bn

mergermarket.com Mergermarket Deal Drivers EMEA FY 2019 44 Telecoms, Media & Technology

Top deals

Top 15 Announced Deals for Year Ending 31 December 2019 – European Targets Telecoms, Media & Technology Sector

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

5-Aug-19 C Takeaway.com BV Just Eat Plc 7,376

22-Oct-19 L Prosus Just Eat Plc 6,422

15-Feb-19 L Hellman & Friedman – Blackstone consortium Scout24 Holding AG 5,708

27-Feb-19 L Sunrise Communications AG UPC Switzerland LLC Liberty Global Plc 5,537

26-Jul-19 P Infrastrutture Wireless Italiane SpA Vodafone Group Plc (11,000 Italy Towers) Vodafone Group Plc 5,270

12-Jun-19 C Traviata I SARL Axel Springer SE (54.6% stake) 4,952

25-Mar-19 C Apax – Warburg Pincus – CPPIB and OTPP consortium Inmarsat Plc 4,896

9-Apr-19 C Telenor ASA DNA Plc PHP Holding Oy; Finda Telecoms Oy 3,141

17-Dec-19 P Hellman & Friedman AutoScout24 Scout24 Holding AG 2,900

6-Aug-19 P MasterCard Incorporated Nets AS (Majority of corporate services businesses) Nets AS 2,850

8-Oct-19 P Cellnex Telecom SA Arqiva Limited (Telecoms division) Arqiva Limited 2,233

12-Aug-19 C BC Partners Limited Advanced Computer Software Group Ltd (50% stake) Vista Equity Partners Management LLC 2,154

26-Oct-19 C Banijay Group SAS Endemol Shine Group BV The Walt Disney Company; Apollo Global Management LLC 2,000

23-Dec-19 C HgCapital LLP Personal & Informatik AG Permira Advisors LLP 2,00

13-Dec-19 P Morgan Stanley Infrastructure Inc Altice Portugal FTTH (49.99% stake) MEO Servicos de Comunicacoes e Multimedia SA 1,940

C= Completed; P= Pending; L= Lapsed

mergermarket.com Mergermarket Deal Drivers EMEA FY 2019 45 Telecoms, Media & Technology

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

0.5%

1.2% 9.7% 8.7%

22.5% 30.3%

13.6% 16.8%

7.3%

12.4%

5.9% 16.1%

17.1% 5.8% 8.3% 4.2% 7.3% 12.3%

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

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

mergermarket.com mergermarket.com Mergermarket Industry sector is based onthe dominant industry of the target. withdrawn, where the dominant location of the target is inEurope. Based onannounced deals, excluding those that lapsed orwere Value Quarterly M&Aactivity Value (€m) 60,000 90,000 40,000 50,000 30,000 80,000 20,000 70,000 10,000 Deal Value 0 Q1 Q2 2013 Q3 Q4 Q1 Moving average trend line Q2 2014 Q3 Q4 Deal Drivers EMEA Q1 Q2 2015 Q3 Q4 Q1 Q2 2016 Q3 Q4 Q1 Q2 2017 Q3 & Technology Telecoms, Media FY 2019 Q4 Q1 Q2 2018 Q3 Q4 Q1 Q2 2019 Q3 Q4 Industry sector is based onthe dominant industry of the target. withdrawn, where the dominant location of the target is inEurope. Based onannounced deals, excluding those that lapsed orwere Count Deal Quarterly M&Aactivity Number of deals Deal Count Deal 400 300 200 350 250 100 150 50 0 Q1 Q2 2013 Q3 Q4 Moving average trend line Q1 Q2 2014 Q3 Q4 Q1 Q2 2015 Q3 Q4 Q1 Q2 2016 Q3 Q4 Q1 Q2 2017 Q3 Q4 Q1 Q2 2018 Q3 Q4 Q1 Q2 2019 Q3 Q4 46 Mergermarket Deal Drivers EMEA FY 2019 47 Telecoms, Media & Technology

League tables

Financial advisers by value Financial advisers by deal count

2019 2018 Company Name Value Number 2019 2018 Company Name Value Number (€m) of Deals (€m) of Deals

1 9 JPMorgan 56,790 29 1 1 Deloitte 4,077 65

2 4 Goldman Sachs & Co 56,053 32 2 2 EY 1,715 51

3 1 Morgan Stanley 52,877 26 3 3 KPMG 6,894 46

4 3 Bank of America 35,157 14 4 4 PwC 3,313 44

5 14 Credit Suisse 24,727 13 5 5 Goldman Sachs & Co 56,053 32

6 15 Lazard 23,699 32 6 7 Lazard 23,699 32

7 10 UBS Investment Bank 21,403 15 7 9 JPMorgan 56,790 29

8 18 Deutsche Bank 20,117 11 8 10 Morgan Stanley 52,877 26

9 11 Citi 19,545 26 9 35 Citi 19,545 26

10 12 Rothschild & Co 10,880 24 10 6 Rothschild & Co 10,880 24

The financial adviser league tables by value and count have been run from 01/01/2019 to 31/12/2019 and exclude lapsed and withdrawn deals. The tables are pan-European and are based on the following sectors: Computer – software, hardware and semiconductors; Telecoms – hardware and carriers; Internet/e–Commerce; and Media. Legal advisers by value Legal advisers by deal count

2019 2018 Company Name Value Number 2019 2018 Company Name Value Number (€m) of Deals (€m) of Deals

1 1 Freshfields Bruckhaus Deringer 47,740 40 1 1 DLA Piper 9,704 103

2 30 Cleary Gottlieb Steen & Hamilton 37,449 17 2 6 White & Case 18,792 52

3 2 Allen & Overy 33,682 41 3 15 Latham & Watkins 28,422 50

4 21 Kirkland & Ellis 30,715 43 4 2 CMS 3,264 50

5 19 Latham & Watkins 28,422 50 5 7 Kirkland & Ellis 30,715 43

6 90 Simpson Thacher & Bartlett 26,618 9 6 4 Allen & Overy 33,682 41

7 7 Skadden Arps Slate Meagher & Flom 24,622 17 7 10 Orrick Herrington & Sutcliffe 5,229 41

8 15 Linklaters 22,775 28 8 9 Freshfields Bruckhaus Deringer 47,740 40

9 17 White & Case 18,792 52 9 3 Baker McKenzie 6,787 38

10 14 Clifford Chance 18,033 28 10 5 Jones Day 3,172 37

The legal adviser league tables by value and count have been run from 01/01/2019 to 31/12/2019 and include lapsed and withdrawn deals. The tables are pan-European and are based on the following sectors: Computer – software, hardware and semiconductors; Telecoms – hardware and carriers; Internet/e–Commerce; and Media. mergermarket.com Mergermarket Deal Drivers EMEA FY 2019 48 Transportation

Part of the Acuris report on global M&A activity

Transportation

mergermarket.com Mergermarket Deal Drivers EMEA FY 2019 49 Transportation

Transportation Overview

Further information Uncertainty stirred by the US-China trade as Greece looks to launch privatisation already attracted interest in its 49% stake in Get in touch war precipitated a hard landing for Europe’s processes for a slew of its port assets. Aeroporti di Roma, which operates both of the transportation sector in the second half of 2019. Italian capital’s international airports. The stake Besides European and US-based players, is valued as high as €2.6bn. Elaine Green Though transactions were plentiful last year – China has expressed interest in the EMEA matching 2018’s figure of 268 – they proved region’s larger ports. But its ability to invest considerably smaller in size. Total deal value further depends on the severity of regulatory Jax Jacobsen was €19.8bn, an almost 31% fall against the restrictions. The EU, for its part, is developing €28.6bn recorded in 2018. Of that €19.8bn, a new foreign direct investment regulation, more than 20% derived from one deal, the effective from October 2020. Thorsten Louie Pedersen €4.2bn acquisition of Switzerland-based Airport M&A preparing for take-off Panalpina WeltTransport by Danish logistics Europe’s second largest transport deal in firm DSV. 2019, after DSV’s acquisition of Panalpina, Despite the gloomy headline values, average concerned a consortium’s €2.2bn purchase EV/EBITDA multiples on deals in the sector of a 36% stake in Brussels airport. grew to 16.3x, higher than in any of the last six The deal was one of several transactions in years. Consolidations are moving apace and airport infrastructure. In December, French low-cost opportunities are rising, revealing construction and concessions group Eiffage pockets of opportunity for 2020. acquired a 49.99% stake in Toulouse airport Making a splash from Chinese consortium Casil Europe for Three of 2019’s largest European transportation almost €500m. deals were in the ports sub-sector, including In the coming year, M&A in the airport the €1.4bn acquisition of DCT Gdansk, Poland’s space could see more substantial activity, as largest container terminal, by a consortium passenger air travel in Europe and elsewhere comprising port operator PSA International, the continues to increase. According to Eurostat Polish Development Fund and the IFM Global data, 2018 saw a 6% year-on-year rise in Infrastructure Fund. passenger traffic. A similar, if not larger, rate In Western Europe, Marseille-headquartered of growth is expected to be reported for 2019. CMA CGM agreed in December to sell a Turkish airport management company TAV portfolio of stakes in 10 international ports Havalimanlari and Germany’s Fraport are to Terminal Link, its joint venture set up in preparing a joint bid for Antalya airport and 2013 with China Merchants Port. The ports Atlantia, the Italian infrastructure group, has sector is set for more deal activity in 2020, mergermarket.com Mergermarket Deal Drivers EMEA FY 2019 50 Transportation

Top deals

Top 15 Announced Deals for Year Ending 31 December 2019 – European Targets Transportation Sector

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

1-Apr-19 C DSV AS Panalpina WeltTransport Holding AG 4,224

15-Mar-19 C Swiss Life AG; QIC Limited; and APG Group NV Brussels Airport Company NV (36% stake) Macquarie Infrastructure and Real Assets 2,196

27-Nov-19 P Delo Group Transcontainer OAO United Transport and Logistics Company JSC 1,736

19-Mar-19 C PSA International Pte Ltd; IFM Investors; and Polski Fundusz Rozwoju SA (PFR) DCT Gdansk SA AustralianSuper; Motor Trades Association of Australia Superannuation 1,300 Fund Pty Limited; Macquarie Infrastructure and Real Assets; and Statewide Superannuation Pty Ltd

13-Jun-19 C ASTM SpA SIAS – Societa Iniziative Autostradali e Servizi SpA (38.31% stake) 1,082

4-Nov-19 P International Consolidated Airlines Group SA Air Europa Lineas Aereas SA Globalia Corporacion Empresarial SA 1,000

20-Dec-19 P Terminal Link SAS Terminal Link Holding (Singapore) Pte. Ltd.; CMA CGM Port Terminals CMA-CGM SA 861

5-Apr-19 C First State Investments (UK) Limited Vopak Terminal Amsterdam Westpoort BV; Vopak Terminal Algeciras SA (80% stake); Vopak NV 710 and Vopak Dupeg Terminal Hamburg GmbH

26-Nov-19 P Hermes Infrastructure Iridium (Six shadow toll concessions in Spain) (74% stake) Iridium Concesiones de Infraestructuras SA 703

26-Feb-19 C Government of the Netherlands Air France-KLM SA (12.68% stake) 680

22-Jul-19 C Eiffage SA Aeroport Toulouse-Blagnac (49.99% stake) China Shandong Hi-Speed Financial Group Limited; Friedmann 507 Pacific Asset Management Limited

18-Jul-19 C Permira Advisers LLP; Holtzbrinck Ventures GmbH; Baillie Gifford & Co Ltd; Silver FlixMobility GmbH (Undisclosed stake) 500 Lake Partners; European Investment Bank; Technology Crossover Ventures; Luxor Capital Group LP; BlackRock Capital Investment Corporation; and Odyssey 44 AS

14-Feb-19 C VTB Bank OAO Novorossiysk Grain Terminal LLC Novorossiysk Commercial Sea Port PJSC 478

03-Jun-19 C VTB Bank OAO Group of Companies RTC (50% stake) 403

27-Sep-19 P Sinotrans Limited KLG Europe Eersel BV KLG Europe Rotterdam BV; KLG Europe Venlo BV; KLG Europe KLG Europe Holding BV 386 Logistics SRL; KLG Europe Bradford Limited; KLG Invest Europe SRL; and KLG Trucking SRL

C= Completed; P= Pending; L= Lapsed

mergermarket.com Mergermarket Deal Drivers EMEA FY 2019 51 Transportation

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

0.1%

4.7% 2.6% 11.2% 16.4% 18.6%

24.9%

2.6% 12.3%

13.8%

17.3%

15.3% 13.6% 15.3%

11.4% 6.8% 8.6% 4.5%

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

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

mergermarket.com mergermarket.com Mergermarket Industry sector is based onthe dominant industry of the target. withdrawn, where the dominant location of the target is inEurope. Based onannounced deals, excluding those that lapsed orwere Value Quarterly M&Aactivity Value (€m) 20,000 10,000 14,000 12,000 16,000 18,000 4,000 2,000 8,000 6,000 Deal Value 0 Q1 Q2 2013 Q3 Q4 Q1 Moving average trend line Q2 2014 Q3 Q4 Deal Drivers EMEA Q1 Q2 2015 Q3 Q4 Q1 Q2 2016 Q3 Q4 Q1 Q2 2017 Q3 Transportation FY 2019 Q4 Q1 Q2 2018 Q3 Q4 Q1 Q2 2019 Q3 Q4 Industry sector is based onthe dominant industry of the target. withdrawn, where the dominant location of the target is inEurope. Based onannounced deals, excluding those that lapsed orwere Count Deal Quarterly M&Aactivity Number of deals Deal Count Deal 60 40 50 30 80 20 70 10 0 Q1 Q2 2013 Q3 Q4 Moving average trend line Q1 Q2 2014 Q3 Q4 Q1 Q2 2015 Q3 Q4 Q1 Q2 2016 Q3 Q4 Q1 Q2 2017 Q3 Q4 Q1 Q2 2018 Q3 Q4 Q1 Q2 2019 Q3 Q4 52 Mergermarket Deal Drivers EMEA FY 2019 53 Transportation

League tables

Financial advisers by value Financial advisers by deal count

2019 2018 Company Name Value Number 2019 2018 Company Name Value Number (€m) of Deals (€m) of Deals

1 11 JPMorgan 8,617 9 1 7 KPMG 2,374 11

2 3 Goldman Sachs & Co 5,825 3 2 16 JPMorgan 8,617 9

3 7 Citi 4,224 3 3 2 Rothschild & Co 2,325 9

4 38 KPMG 2,374 11 4 6 Deloitte 67 9

5 2 Rothschild & Co 2,325 9 5 5 EY 1,772 7

6 19 EY 1,772 7 6 1 PwC 142 7

7 116 UBS Investment Bank 1,769 2 7 34 Lazard 1,629 6

8 - VTB Capital 1,761 3 8 22 Oaklins 40 6

9 30 Lazard 1,629 6 9 3 BDO - 6

10 4 Morgan Stanley 1,515 3 10 49 BNP Paribas 1,201 5

The financial adviser league tables by value and count have been run from 01/01/2019 to 31/12/2019 and exclude lapsed and withdrawn deals. The tables are pan-European and are based on the following sector: Transportation. Legal advisers by value Legal advisers by deal count

2019 2018 Company Name Value Number 2019 2018 Company Name Value Number (€m) of Deals (€m) of Deals

1 115 Jones Day 4,908 8 1 6 Allen & Overy 4,875 15

2 40 Allen & Overy 4,875 15 2 5 Linklaters 3,821 15

3 7 Clifford Chance 4,376 9 3 3 Clifford Chance 4,376 9

4 18 Baer & Karrer 4,224 2 4 1 DLA Piper 116 9

5= 125 Moalem Weitemeyer Bendtsen 4,224 1 5 38 Jones Day 4,908 8

5= - Schellenberg Wittmer 4,224 1 6 46 Herbert Smith Freehills 3,011 6

5= 37 Skadden Arps Slate Meagher & Flom 4,224 1 7 11 Latham & Watkins 886 6

8 6 Linklaters 3,821 15 8 4 CMS 880 6

9 32 Herbert Smith Freehills 3,011 6 9 12 White & Case 2,649 5

10 16 White & Case 2,649 5 10 17 Weil Gotshal & Manges 1,727 5

The legal adviser league tables by value and count have been run from 01/01/2019 to 31/12/2019 and include lapsed and withdrawn deals. The tables are pan-European and are based on the following sector: Transportation. mergermarket.com Mergermarket Deal Drivers EMEA FY 2019 54 Pharma, Medical & Biotech

Part of the Acuris report on global M&A activity

Pharma, Medical & Biotech

mergermarket.com Mergermarket Deal Drivers EMEA FY 2019 55 Pharma, Medical & Biotech

Pharma, Medical & Biotech Overview

Further information The pharma, medical & biotech (PMB) sector Pharma challenges sink multiples Get in touch has seen a significant rise in the value of Although megadeals have boosted the overall deals in 2019, despite a slowdown in M&A value of PMB transactions, a sharp decline in activity. The total value of PMB in Europe multiples is an indication of a market slowdown. Davide Salvi was the highest of any sector, standing at Pharmaceutical companies globally have seen €145.4bn, a 15% rise on 2018. The volume their median EBITDA multiple dropping from of deals, however, declined 11% to 560 in 28x in 2018 to 14.2x in 2019, while multiples in Sabzina Oshikova 2019 – the lowest annual total in three years. the medical sector fell from 22.6x EBITDA in 2018 to 18.1x in 2019. Despite a decline in the volume of transactions, the PMB space has seen several blockbuster A general market slowdown is one cause of deals, mainly in the UK, Ireland and the DACH a fall in multiples, but pharma firms are also region. The UK and Ireland took up a whopping facing challenges from patent expirations 60.1% of PMB value in 2019, largely due to as more generic drugs enter the market. AbbVie’s acquisition of Dublin-based Allergan Drugs such as Pfizer’s Lyrica, Novartis’ topical for €75.8bn, the largest European deal of the corticosteroid Durezol and Roche’s Rituxan all year across all sectors. lost exclusivity between 2018 and 2019. DACH, however, was the most active region by In contrast, median EBITDA multiples in the deal count, with 22% of PMB deals. The largest biotech industry have risen sharply and stood DACH transaction was Swiss pharmaceutical at 29.8x in 2019, significantly higher than company Novartis’ spinoff of its eyecare 23.4x in 2018. Pharma companies looking to division Alcon at a valuation of €23.7bn. foster innovation have sought to deepen their partnerships with biotech firms. For example, US In contrast with the annual rise in overall M&A drugmaker Gilead Sciences invested €976m for value, private equity activity in PMB dropped by a 11.28% stake in Belgian firm Galapagos. both value and volume in 2019. The number of exits dropped to 75, from 84 in 2018 – already A brighter future? the lowest annual figure in five years. Value Despite a slowdown in the volume of deals, similarly fell by 10% to the lowest yearly total the PMB space is expected to show some since 2014, €10.8bn. Buyouts similarly declined resilience in 2020. The recession-proof 9% and 10% by volume and value, respectively, healthcare sector could provide positive to 140 deals worth €18.7bn. returns for investors with several high-profile transactions anticipated this year.

mergermarket.com Mergermarket Deal Drivers EMEA FY 2019 56 Pharma, Medical & Biotech

Top deals

Top 15 Announced Deals for Year Ending 31 December 2019 – European Targets Pharma, Medical & Biotech Sector

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

25-Jun-19 P AbbVie Inc Allergan plc 75,768

28-Feb-19 C Novartis AG (Shareholders) Alcon Inc. Novartis AG 23,672

16-May-19 C A consortium led by EQT Partners AB and Abu Dhabi Investment Authority Galderma Nestle SA 9,029

20-Aug-19 P Elanco Animal Health Incorporated Bayer Animal Health GmbH Bayer AG 6,854

4-Nov-19 P Stryker Corporation Wright Medical Group NV 4,404

21-Nov-19 P Investor consortium led by Cinven Partners LLP and Astorg Partners LGC Limited Kohlberg Kravis Roberts & Co LP 3,503

05-Jul-19 C I Squared Capital Domidep SAS BNP Paribas Developpement SA, SCR; Carvest SAS; UI Gestion SA; and Bpifrance SA 1,150

8-Apr-19 C Intermediate Capital Group Plc; Merieux Equity Partners SAS DOC Generici SRL CVC Capital Partners Limited 1,100

14-Jul-19 C Gilead Sciences Inc Galapagos NV (11.28% stake) 976

25-Nov-19 C Asahi Kasei Corporation Veloxis Pharmaceuticals AS (81.22% stake) Lundbeckfond Invest A/S; and Novo A/S 960

31-Oct-19 C Sumitomo Dainippon Pharma Co Ltd Roivant Sciences Ltd (11% stake) 896

29-Oct-19 C Dentressangle Initiatives SAS Marle International SAS (Undisclosed Majority Stake) IK Investment Partners Limited; The Carlyle Group 800

12-Mar-19 C Fujifilm Corporation Biogen (Denmark) Manufacturing ApS Biogen Inc 789

4-Mar-19 C Biogen Inc Nightstar Therapeutics Plc 749

18-Nov-19 P Recipharm AB Consort Medical Plc 734

C= Completed; P= Pending; L= Lapsed

mergermarket.com Mergermarket Deal Drivers EMEA FY 2019 57 Pharma, Medical & Biotech

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

13.2%

29.4% 7.8%

22% 60.1%

11.8%

7.7% 11.4%

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

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

mergermarket.com mergermarket.com Mergermarket Industry sector is based onthe dominant industry of the target. withdrawn, where the dominant location of the target is inEurope. Based onannounced deals, excluding those that lapsed orwere Value Quarterly M&Aactivity Value (€m) 100,000 60,000 90,000 40,000 50,000 30,000 80,000 20,000 70,000 10,000 Deal Value 0 Q1 Q2 2013 Q3 Q4 Q1 Moving average trend line Q2 2014 Q3 Q4 Deal Drivers EMEA Q1 Q2 2015 Q3 Q4 Q1 Q2 2016 Q3 Q4 Q1 Q2 2017 Q3 & Biotech Pharma, Medical FY 2019 Q4 Q1 Q2 2018 Q3 Q4 Q1 Q2 2019 Q3 Q4 Industry sector is based onthe dominant industry of the target. withdrawn, where the dominant location of the target is inEurope. Based onannounced deals, excluding those that lapsed orwere Count Deal Quarterly M&Aactivity Number of deals Deal Count Deal 200 100 160 140 180 120 60 40 80 20 0 Q1 Q2 2013 Q3 Q4 Moving average trend line Q1 Q2 2014 Q3 Q4 Q1 Q2 2015 Q3 Q4 Q1 Q2 2016 Q3 Q4 Q1 Q2 2017 Q3 Q4 Q1 Q2 2018 Q3 Q4 Q1 Q2 2019 Q3 Q4 58 Mergermarket Deal Drivers EMEA FY 2019 59 Pharma, Medical & Biotech

League tables

Financial advisers by value Financial advisers by deal count

2019 2018 Company Name Value Number 2019 2018 Company Name Value Number (€m) of Deals (€m) of Deals

1 1 JPMorgan 98,618 12 1 1 PwC 11,571 36

2 2 Goldman Sachs & Co 98,326 14 2 2 Deloitte 238 31

3 5 Evercore 90,293 8 3 3 EY 645 27

4 4 Morgan Stanley 86,767 11 4 6 KPMG 365 27

5 11 PJT Partners 77,887 5 5 4 Rothschild & Co 15,300 22

6 18 Bank of America 45,964 10 6 13 Jefferies 7,092 19

7 38 UBS Investment Bank 24,571 4 7 7 Goldman Sachs & Co 98,326 14

8 22 Credit Suisse 23,688 8 8 12 Lazard 6,898 13

9 8 Rothschild & Co 15,300 22 9 5 JPMorgan 98,618 12

10 32 Jamieson Corporate Finance 12,962 8 10 22 Clearwater International 327 12

The financial adviser league tables by value and count have been run from 01/01/2019 to 31/12/2019 and exclude lapsed and withdrawn deals. The tables are pan-European and are based on the following sectors: Pharmaceuticals; Medical; and Biotechnology. Legal advisers by value Legal advisers by deal count

2019 2018 Company Name Value Number 2019 2018 Company Name Value Number (€m) of Deals (€m) of Deals

1 18 Kirkland & Ellis 99,341 19 1 7 White & Case 5,662 22

2 4 Davis Polk & Wardwell 92,916 7 2 4 Latham & Watkins 21,192 20

3 25 Debevoise & Plimpton 82,412 3 3 9 Baker McKenzie 6,338 20

4 20 Weil Gotshal & Manges 81,839 13 4 3 DLA Piper 1,837 20

5 8 A&L Goodbody 81,777 4 5 5 Kirkland & Ellis 99,341 19

6= 7 Arthur Cox 75,858 3 6 2 CMS 1,269 19

6= 1 Slaughter and May 75,858 3 7 6 Freshfields Bruckhaus Deringer 33,509 18

8 90 McCann FitzGerald 75,795 2 8 11 Goodwin Procter 6,011 17

9 202 Matheson 75,768 3 9 52 Orrick Herrington & Sutcliffe 1,206 16

10= 333 Lee and Li Attorneys at Law 75,768 1 10 10 Weil Gotshal & Manges 81,839 13

10= 371 Wachtell, Lipton, Rosen & Katz 75,768 1

The legal adviser league tables by value and count have been run from 01/01/2019 to 31/12/2019 and include lapsed and withdrawn deals. The tables are pan-European and are based on the following sectors: Pharmaceuticals; Medical; and Biotechnology. mergermarket.com Mergermarket Deal Drivers EMEA FY 2019 60 The Middle East & North Africa

Part of the Acuris report on global M&A activity

The Middle East & North Africa MENA

mergermarket.com Mergermarket Deal Drivers EMEA FY 2019 61 The Middle East & North Africa

The Middle East & North Africa Overview

Further information A few bumper deals punctuated Middle East & Emrill Services, a Dubai-based facilities fund, join KKR and BlackRock with a €535m Get in touch North Africa (MENA) M&A activity in 2019, albeit management company, is talking to several investment – is indicative of this kind of move. that the overall deal count fell sharply against specialist services companies in the Middle Strategic economic initiatives such as Saudi the year before – just 107 versus 161 in 2018. East as it eyes one or more acquisitions. Siddesh Mayenkar Vision 2030 and governments’ plans to Real estate developer Emaar Properties is One transaction eclipsed all others. In March monetise their infrastructure assets could spur also reportedly in talks with potential buyers 2019, oil behemoth Saudi Aramco bought activity. The dissipation of political uncertainty, for sale of its district cooling business. 70% of petrochemicals group SABIC valued at especially in Iran, could be a similar boon for €62.5bn. It was the largest deal in the global Among other potential M&A activity, BR Life, the region. chemical space. an Indian healthcare company owned by Abu Dhabi-based billionaire Bavaguthu Raghuram Total M&A deal value in the region (excluding Shetty, is planning to acquire as many as eight Israel) was €107.2bn, equivalent to the hospital firms in India. cumulative total of the preceding four years. Even deducting the SABIC deal – something Majid Al Futtaim, the Dubai-based holding of a Saudi sovereign portfolio shuffle – the company that manages shopping and leisure remaining €44.7bn is on par with 2018’s figure. centres in MENA and which operates the Middle East franchise of French retailer Carrefour, is The UAE saw several major cross-border reportedly exploring options for the sale of its transactions. The largest included: a €3.5bn credit card business. deal in which a 40% stake in ADNOC Oil Pipelines went to KKR and BlackRock; Union In the financial sector, transactions that could National Bank’s €3.5bn takeover by Abu Dhabi materialise in 2020 include construction Commercial Bank; the offloading of a 20% group Arabtec’s potential merger with the stake in Abu Dhabi Oil Refining Company to construction arm of Trojan Holdings, as well Italy’s Eni in a €2.8bn deal; and the €2.7bn as Dubai Islamic Bank’s possible acquisition purchase of Dubai-based ride-hailing group of Noor Bank, a young institution founded Careem by US giant Uber. only in 2008. Demurring from bumper deals Government spur to activity 2020 is likely to see a step back from the Gulf countries that depend on oil for revenue bumper deals that characterised 2019. The have witnessed a sharp decline in income market might instead find support in smaller due to the falling price of crude, triggering deals in the facilities management and utilities consolidation in state-owned oil and gas space, particularly in the run-up to EXPO 2020 companies. February 2019’s ADNOC deal – world fair, to be hosted by Dubai. which in July saw GIC, Singapore’s SWF mergermarket.com Mergermarket Deal Drivers EMEA FY 2019 62 The Middle East & North Africa

Top deals

Top 15 Announced Deals for Year Ending 31 December 2019 – The Middle East & North Africa All Sectors (Based On Target, Excludes Israel)

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

27-Mar-19 P Saudi Arabian Oil Co Saudi Basic Industries Corporation (70% stake) Industrials & Chemicals Public Investment Fund 62,496

24-Feb-19 C Kohlberg Kravis Roberts & Co LP; and BlackRock Inc ADNOC Oil Pipelines LLC (40% stake) Energy, Mining & Utilities Abu Dhabi National Oil Company 3,531

29-Jan-19 C Abu Dhabi Commercial Bank Union National Bank Financial Services 3,488

27-Jan-19 C Eni SpA Abu Dhabi Oil Refining Company (20% stake) Energy, Mining & Utilities Abu Dhabi National Oil Company 2,841

26-Mar-19 C Uber Technologies Inc Careem Networks FZ LLC Telecoms, Media & Technology Doll Capital Management; Lumia Capital; BECO Capital; STC 2,744 Ventures; Wamda Capital; SQM Frontier Management LP; Endure Capital; and Saudi Technology Ventures

27-Jan-19 C OMV AG Abu Dhabi Oil Refining Company (15% stake) Energy, Mining & Utilities Abu Dhabi National Oil Company 2,131

17-Jun-19 C Fertiglobe ADNOC Fertilizers; OCI N.V. (Nitrogen fertilizers production platform in the Middle Industrials & Chemicals Abu Dhabi National Oil Company; OCI N.V. 1,871 East and North Africa)

25-Dec-19 P Saudi Arabian Fertilizers Company Gulf Petrochemical Industries Company (33% Stake); National Chemical Fertilizers Industrials & Chemicals Saudi Basic Industries Corporation 1,104 Company (50% stake); Al-Jubail Fertilizer Company (50% stake)

1-Jul-19 C DP World Limited Topaz Energy and Marine Limited Transportation Renaissance Services SAOG; and Affirma Capital 953

15-Dec-19 P State Grid Corporation of China Oman Electricity Transmission Company SAOC (49% stake) Energy, Mining & Utilities Electricity Holding Company SAOC 901

15-Apr-19 C Twelve Seas Investment Company Brooge Petroleum and Gas Investment Company FZC Energy, Mining & Utilities 890

21-Nov-19 C Dubai Islamic Bank Noor Bank Financial Services Noor Financial Investment Company 850

16-Jun-19 C Emirates Investment Authority Emirates Integrated Telecommunications Company PJSC (10.22% stake) Telecoms, Media & Technology Mamoura Diversified Global Holding PJSC; General 648 Investments FZE

21-Apr-19 C Saudi Arabian Oil Co Saudi Aramco Shell Refinery Co (50% stake) Energy, Mining & Utilities Royal Dutch Shell Plc 561

30-Jul-19 C GIC Private Limited ADNOC Oil Pipelines LLC (6% stake) Energy, Mining & Utilities Abu Dhabi National Oil Company 538

C= Completed; P= Pending

mergermarket.com mergermarket.com Mergermarket dominant industry of the target. Middle East (excl. Israel) Africa. orNorth Industry sector is based onthe were withdrawn, where the dominant location of the target is inthe Based onannounced deals in2019, excluding those that lapsed or Value Mix of deals by industry sector Value (€m) 60,000 40,000 50,000 30,000 20,000 70,000 10,000 0 64,178 Industrials & Chemicals 7,201 Financial Services 1,359 Business Services 531 Consumer Deal Drivers EMEA 14,535 Energy, Mining & Utilities 13,446 Telecoms, Media & Technology 737 Leisure 1,701 Transportation 1,935 Pharma, Medical & Biotech & North Africa& North The MiddleEast FY 2019 470 Construction 935 Real Estate 208 Defence

Agriculture 4 industry of the target. (excl. Israel) Africa. orNorth Industry sector is based onthe dominant withdrawn, where the dominant location of the target is inthe Middle East Based onannounced deals in2019, excluding those that lapsed orwere Count Deal Mix of deals by industry sector Number of deals 60 40 50 30 20 70 10 0

Industrials & Chemicals 27 20 Financial Services

Business Services 26

Consumer 17

Energy, Mining & Utilities 26 70 Telecoms, Media & Technology

Leisure 8

Transportation 9

Pharma, Medical & Biotech 32

Construction 10

Real Estate 4

Defence 2

Agriculture 4 63 mergermarket.com Mergermarket is inthe Middle East (excl. Israel) Africa. orNorth were withdrawn, where the dominant location of the target Based onannounced deals, excluding those that lapsed or Value Quarterly M&Aactivity Value (€m) 60,000 90,000 40,000 50,000 30,000 80,000 20,000 70,000 10,000 Deal Value 0 Q1 Q2 2013 Q3 Q4 Q1 Moving average trend line Q2 2014 Q3 Q4 Deal Drivers EMEA Q1 Q2 2015 Q3 Q4 Q1 Q2 2016 Q3 Q4 Q1 Q2 2017 Q3 & North Africa& North The MiddleEast FY 2019 Q4 Q1 Q2 2018 Q3 Q4 Q1 Q2 2019 Q3 Q4 is the the Middle East (excl. Israel) Africa. orNorth were withdrawn, where the dominant location of the target Based onannounced deals, excluding those that lapsed or Count Deal Quarterly M&Aactivity Number of deals Deal Count Deal 60 90 40 50 30 80 20 70 10 0 Q1 Q2 2013 Q3 Q4 Moving average trend line Q1 Q2 2014 Q3 Q4 Q1 Q2 2015 Q3 Q4 Q1 Q2 2016 Q3 Q4 Q1 Q2 2017 Q3 Q4 Q1 Q2 2018 Q3 Q4 Q1 Q2 2019 Q3 Q4 64 Mergermarket Deal Drivers EMEA FY 2019 65 The Middle East & North Africa

League tables

Financial advisers by value Financial advisers by deal count

2019 2018 Company Name Value Number 2019 2018 Company Name Value Number (€m) of Deals (€m) of Deals

1 3 JPMorgan 83,707 23 1 5 JPMorgan 83,707 23

2 26 Bank of America 76,631 11 2 2 EY 4,920 20

3 6 Citi 76,434 18 3 8 Citi 76,434 18

4 4 HSBC 73,526 13 4 3 PwC 861 14

5 1 Goldman Sachs & Co 70,807 12 5 9 HSBC 73,526 13

6 2 Morgan Stanley 66,375 7 6 13 Lazard 10,799 13

7 - Klein and Company 62,496 1 7 10 Goldman Sachs & Co 70,807 12

8 28 Moelis & Company 11,289 9 8 16 Bank of America 76,631 11

9 15 Lazard 10,799 13 9 1 Rothschild & Co 4,636 11

10 12 EY 4,920 20 10 14 Deloitte 1,488 10

The financial adviser league tables by value and count have been run from 01/01/2019 to 31/12/2019 and exclude lapsed and withdrawn deals. The tables are based on dominant target, bidder or seller company geography being the Middle East and North Africa excluding Israel, and cover all sectors. Legal advisers by value Legal advisers by deal count

2019 2018 Company Name Value Number 2019 2018 Company Name Value Number (€m) of Deals (€m) of Deals

1 6 Allen & Overy 80,988 28 1 2 Webber Wentzel 3,255 31

2 1 Clifford Chance 70,192 30 2 4 Clifford Chance 70,192 30

3 8 White & Case 69,847 29 3 6 White & Case 69,847 29

4 4 AS&H 63,522 4 4 3 Allen & Overy 80,988 28

5 9 Khoshaim & Associates 63,057 4 5 1 DLA Piper 1,426 28

6 - Lee and Li Attorneys at Law 62,496 1 6 7 Freshfields Bruckhaus Deringer 14,718 23

7 17 Weil Gotshal & Manges 15,731 4 7 9 Baker McKenzie 3,513 19

8 5 Freshfields Bruckhaus Deringer 14,718 23 8 5 Bowmans 2,766 19

9 80 Ashurst 12,513 7 9 13 Linklaters 9,505 17

10 - Cravath, Swaine & Moore 9,730 3 10 55 Werksmans 845 16

The legal adviser league tables by value and count have been run from 01/01/2019 to 31/12/2019 and include lapsed and withdrawn deals. The tables are based on dominant target, bidder or seller company geography being the Middle East and North Africa excluding Israel, and cover all sectors. mergermarket.com ACCELERATE YOUR DUE DILIGENCE

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Criteria Contacts

The following notes pertain to data contained Data underlying the League Tables are based Head of Research Energy, Mining & Utilities Advertising Opportunities in this publication: on deals where the bidder, target or seller Giovanni Amodeo Patrick Harris Simon Elliott geography of either is that of the geography Analytics: Andrea Putaturo, [email protected] Americas Deals are included where the deal value is in focus. Thorsten Louie Pedersen +44 20 3741 1060 Philip Segal greater than or equal to US$5m. Consumer Mid-market is defined as €5-€250m. Asia-Pacific Deane McRobie, Barbara Pianese Where no deal value has been disclosed, deals Gerry Tee Analytics: Thorsten Louie Pedersen are included if the turnover of the target is All data included is correct as of 06 January 2020. EMEA greater than or equal to US$10m. Telecoms, Media & Technology Andrea Putaturo League Tables correct as of 27 January 2020. Amy-Jo Crowley, Deals where the effective stake acquired is All Sectors Charlie Taylor-Kroll less than 30% will only be included if the value Top deals correct as of 06 January 2020. Yining Su Analytics: Thorsten Louie Pedersen is greater than US$100m. Financial Services Transportation For a full version of the Mergermarket M&A Pablo Mayo Cerqueiro Elaine Green, Jax Jacobsen Deals are included in the graphs and Top deal database inclusion and league table Analytics: Sabzina Oshikova Analytics: Thorsten Louie Pedersen Deals in each section based on the dominant criteria, go to: geography and dominant sector of the www.mergermarket.com/pdf/deal_criteria.pdf Industrials & Chemicals Pharma, Medical & Biotech target company. Ryan Gould Davide Salvi Analytics: Olivier Gilkinet Analytics: Sabzina Oshikova

The Middle East & North Africa Siddesh Mayenkar

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