Monthly M&A Insider July 2014 – Q2 Edition

EDITIONQ2

A MERGERMARKET REPORT ON GLOBAL M&A ACTIVITY MONTHLY M&A INSIDER JULY 2014 GLOBAL OVERVIEW

LATIN AMERICA

NORTH AMERICA

ASIA-PACIFIC

EUROPE

MIDDLE EAST & AFRICA

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Monthly M&A Insider | July GLOBAL OVERVIEW

Global dealmaking activity in Q2 2014 progressed over the same time last year. While quarter-over- quarter volume increased only 6%, overall deal value increased by a robust 72%. On the whole, Q2 2014 saw 3,727 deals worth US$957bn compared to Q2 2013 that saw 3,515 worth US$555bn.

The revival is mostly evident in North America where M&A Tied for second place in the top 10 deals for the quarter were is up 128% in terms of value and 28% in terms of volume two Pharmaceutical deals with the same value of US$45.9bn. over the same time period last year. Asia-Pacific also saw The first of which was in North America and saw Valeant noteworthy activity by increasing 46% by value and 7% by Pharmaceuticals, a Canada-based pharmaceutical company, volume. Comparatively, Europe had a more muted rebound launch a tender offer to acquire a 90.29% stake in Allergan, a with value increasing only 43% and volume decreasing 5%. US-based multi-specialty healthcare company. This transaction is in line with Valeant’s strategy to expand its position in the Megadeals Abound in TMT emerging markets and in sectors such as ophthalmology, dermatology, aesthetics, and dental. North America saw its fair share of deals that listed in the top 10 that carried hefty price tags. The largest global deal for the The second cross-border deal in Europe saw Medtronic, Inc. quarter saw US-based telecommunications holding company enter a definitive agreement to acquire Covidien Plc. Once AT&T acquire DIRECTV, provider of entertainment content complete, this transaction will enable Medtronic to create a and general digital TV broadcasting for US$65.5bn. This deal company that has a comprehensive product portfolio and broad certainly cannot compare to last year’s colossal deal between global reach to improve healthcare outcomes. Verizon and Vodafone weighing in at a considerable US$124bn, Be on the lookout for other major pharmaceutical companies but contributes to the overall impressive activity seen in the that can afford to pay big premiums and who are looking to TMT sector. The sector also saw a substantial amount of activity acquire companies that will fill their drug pipelines. earlier this year in Q1 with Comcast acquiring Time Warner Cable for US$68.5bn.

Pharma, Medical and Biotech’s Climb Continues Two megadeals seen in the Pharmaceutical, Medical and Biotech sector contributed to the rapid movement in the sector and helped increase their share of the market in terms of value to 21%, a prominent leap from the same period last year, when the sector represented 11%. Quarter-over-quarter total deal value increased in this space by 199% in value and 9% in volume to 281 deals worth a sturdy US$194bn in Q2 2014 from 258 deals worth US$65bn in Q3 2013, the largest sector-wide deal value for the quarter.

Head of Research: Elias Latsis Global overview: Laura Resetar and Lana Vilner

Editor: Laura Resetar Latin America: Fabio Lopes and Raquel Mozzer North America: Urna Chakraborty and Demis Memedoski For advertising opportunities contact: Asia-Paciﬁc: Hiro Mak and Brandon Taylor Erik Wickman Tel: + (1) 212 686 3329 Europe: Lucia Costa and Ewa Liksztet [email protected] Middle East & Africa: Silvia Paparello and Andrea Putaturo

Monthly M&A Insider | July | 01 LEAGUE TABLES

TOP 20 GLOBAL FINANCIAL ADVISERS VALUE

Ranking Q2 2014 Q2 2013 Q2 2014 Q2 2013 Company name Value Deal count Value Value change (US$m) (US$m) (%) 1 2 Goldman Sachs 393,179 102 122,296 221% 2 3 Morgan Stanley 284,167 82 113,971 149% 3 6 Bank of America Merrill Lynch 271,862 69 74,088 267% 4 7 Lazard 209,194 61 69,686 200% 5 10 Citi 185,274 78 52,856 251% 6 4 Barclays 167,235 62 83,094 101.3% 7 1 JPMorgan 144,522 74 125,307 15.3% 8 8 Credit Suisse 133,343 56 53,954 147% 9 5 Deutsche Bank 87,265 50 79,772 9.4% 10 13 Rothschild 85,868 69 26,476 224% 11 11 BNP Paribas 80,109 28 45,217 77.2% 12 26 Perella Weinberg Partners 75,496 8 12,236 517% 13 20 RBC Capital Markets 72,824 47 14,360 407% 14 12 UBS Investment Bank 71,726 39 43,387 65.3% 15 17 Societe Generale 67,215 15 19,875 238% 16 - Zaoui & Co 59,718 4 - - 17 16 HSBC 47,639 10 20,395 134% 18 67 Somerley 46,554 3 3,790 1,128% 19 23 CITIC Securities 46,439 12 13,714 239% 20 75 China Securities 43,593 7 2,805 1,454% Source: Mergermarket

TOP 20 GLOBAL FINANCIAL ADVISERS VOLUME

Ranking Q2 2014 Q2 2013 Q2 2014 Q2 2013 Company name Value Deal count Deal count Deal count (US$m) change 1 4 Goldman Sachs 393,179 102 69 33 2 7 Morgan Stanley 284,167 82 56 26 3 11 Citi 185,274 78 43 35 4 2 KPMG 16,630 78 78 0 5 1 PwC 9,116 77 95 -18 6 6 JPMorgan 144,522 74 60 14 7 9 Bank of America Merrill Lynch 271,862 69 48 21 8 10 Rothschild 85,868 69 47 22 9 5 Deloitte 3,655 66 63 3 10 14 Barclays 167,235 62 38 24 11 8 Lazard 209,194 61 49 12 12 13 Credit Suisse 133,343 56 40 16 13 17 Deutsche Bank 87,265 50 36 14 14 20 RBC Capital Markets 72,824 47 29 18 15 12 UBS Investment Bank 71,726 39 43 -4 16 3 EY 12,635 39 72 -33 17 19 Jefferies 18,965 36 33 3 18 36 Evercore Partners 24,521 35 15 20 19 21 Houlihan Lokey 11,607 33 27 6 20 25 Macquarie Group 20,262 31 20 11 Source: Mergermarket The financial adviser league tables by value and volume have been run from 01-Apr-14 to 30-Jun-14 and exclude lapsed and withdrawn deals. The tables cover all sectors and are based on the geography of either the target, bidder or seller being Global.

GLOBAL OVERVIEW Monthly M&A Insider | July | 02 LEAGUE TABLES

TOP 20 GLOBAL LEGAL ADVISERS VALUE

Ranking Q2 2014 Q2 2013 Q2 2014 Q2 2013 Company name Value Deal count Value Value change (US$m) (US$m) (%) 1 15 Sullivan & Cromwell 235,994 36 29,189 709% 2 9 Cleary Gottlieb Steen & Hamilton 227,728 32 39,967 470% 3 5 Freshfields Bruckhaus Deringer 223,683 65 53,784 316% 4 1 Skadden Arps Slate Meagher & Flom 189,225 48 81,703 132% 5 22 Blake, Cassels & Graydon 132,421 32 23,729 458% 6 23 Weil Gotshal & Manges 121,050 53 23,083 424% 7 7 Simpson Thacher & Bartlett 113,824 39 43,837 160% 8 19 Jones Day 106,814 86 27,124 294% 9 2 Latham & Watkins 104,280 78 57,534 81.2% 10 16 Wachtell, Lipton, Rosen & Katz 90,655 27 28,680 216% 11 3 Linklaters 88,565 57 56,822 55.9% 12 72 Debevoise & Plimpton 85,840 15 5,980 1,335% 13 47 Shearman & Sterling 84,369 38 11,053 663% 14 18 Slaughter and May 80,523 17 27,445 193% 15 237 Arnold & Porter 70,546 7 613 11,408% 16 25 Kirkland & Ellis 68,688 84 22,111 211% 17 - Harris Wiltshire & Grannis 65,495 1 - - 18 45 Osler, Hoskin & Harcourt 64,091 21 11,728 446% 19 4 Davis Polk & Wardwell 62,283 30 54,744 13.8% 20 8 White & Case 60,553 63 43,730 38.5% Source: Mergermarket

TOP 20 GLOBAL LEGAL ADVISERS VOLUME

Ranking Q2 2014 Q2 2013 Q2 2014 Q2 2013 Company name Value Deal count Deal count Deal count (US$m) change 1 6 Jones Day 106,814 86 61 25 2 9 Kirkland & Ellis 68,688 84 57 27 3 2 Latham & Watkins 104,280 78 76 2 4 1 DLA Piper 9,961 66 106 -40 5 10 Freshfields Bruckhaus Deringer 223,683 65 56 9 6 5 White & Case 60,553 63 62 1 7 4 Linklaters 88,565 57 63 -6 8 17 King & Wood Mallesons 21,941 55 37 18 9 3 Clifford Chance 36,792 54 64 -10 10 16 Weil Gotshal & Manges 121,050 53 41 12 11 7 Baker & McKenzie 25,709 52 59 -7 12 15 Norton Rose Fulbright 13,379 51 41 10 13 13 Skadden Arps Slate Meagher & Flom 189,225 48 45 3 14 8 Allen & Overy 39,828 40 57 -17 15 22 Simpson Thacher & Bartlett 113,824 39 30 9 16 20 Shearman & Sterling 84,369 38 32 6 17 11 CMS 1,834 37 48 -11 18 46 Sullivan & Cromwell 235,994 36 19 17 19 12 Hogan Lovells International 33,377 35 46 -11 20 14 Herbert Smith Freehills 17,555 35 41 -6 Source: Mergermarket The legal adviser league tables by value and volume have been run from 01-Apr-14 to 30-Jun-14 and include lapsed and withdrawn deals. The tables cover all sectors and are based on the geography of either the target, bidder or seller being Global.

GLOBAL OVERVIEW Monthly M&A Insider | July | 03 LEAGUE TABLES

ACTIVITY TABLE OF PRIVATE EQUITY FIRMS ON GLOBAL BUYOUTS

VALUE VOLUME

Ranking Ranking Q2 2014 Company name Value Deal Q2 2014 Company name Value Deal (US$m) count (US$m) count 1 Kohlberg Kravis Roberts & Co 13,128 11 1 Kohlberg Kravis Roberts & Co 13,128 11 2 Temasek Holdings 8,443 7 2 Temasek Holdings 8,443 7 3 Blackstone Group 8,105 4 3 CVC Capital Partners 4,924 6 4 HgCapital 6,990 2 4 Warburg Pincus 3,353 6 5 CVC Capital Partners 4,924 6 5 The Carlyle Group 1,481 6 6 Cinven 4,188 2 6 LDC 187 6 7= Hopu Investment Management Co 4,000 1 7 PAI Partners 1,976 5 7= Leonard Green & Partners 4,000 1 8 Nordic Capital 1,089 5 9 Warburg Pincus 3,353 6 9 Sequoia Capital 890 5 10 Oak Hill Capital Partners 3,290 3 10 Blackstone Group 8,105 4 11 Astorg Partners 3,264 2 11 Ardian 2,939 4 12 Ardian 2,939 4 12 TPG Capital 1,965 4 13 Golden Gate Capital 2,918 3 13 Summit Partners 1,750 4 14 Triton Partners 2,805 2 14 Insight Venture Partners 1,002 4 15 Clayton, Dubilier & Rice 2,561 2 15 Morgan Stanley Private Equity 701 4 Source: Mergermarket Source: Mergermarket

The private equity buyout activity tables by value and volume are based on private equity firms advising the bidder on buyout deals where the dominant geography of the target company is Global. The tables by value and volume have been run from 01-Apr-14 to 30-Jun-14 and exclude lapsed and withdrawn deals.

ACTIVITY TABLE OF PRIVATE EQUITY FIRMS ON GLOBAL EXITS

VALUE VOLUME

Ranking Ranking Q2 2014 Company name Value Deal Q2 2014 Company name Value Deal (US$m) count (US$m) count 1 Kohlberg Kravis Roberts & Co 22,290 3 1 Accel Partners 981 7 2 AlpInvest Partners 19,600 2 2 The Carlyle Group 9,347 6 3 GS Capital Partners 17,675 5 3 3i Group 2,945 6 4 TPG Capital 13,750 2 4 GS Capital Partners 17,675 5 5 Blackstone Group 13,350 2 5 Battery Ventures 30 5 6 The Carlyle Group 9,347 6 6 Austin Ventures - 5 7 Cinven 7,630 3 7 New Enterprise Associates 884 4 8 Apax Partners 7,431 3 8 Draper Fisher Jurvetson 785 4 9 HgCapital 7,291 2 9 TA Associates Management 746 4 10 Canada Pension Plan Investment Board 7,000 2 10 Bessemer Venture Partners 643 4 11 Pamlico Capital 6,317 2 11 Mayfield Fund 441 4 12= Credit Suisse 6,250 1 12 North Bridge Venture Partners 395 4 12= Madison Dearborn Partners 6,250 1 13 Google Ventures 225 4 12= North Cove Partners 6,250 1 14 Kohlberg Kravis Roberts & Co 22,290 3 15 Global Infrastructure Partners 5,995 1 15 Cinven 7,630 3 Source: Mergermarket Source: Mergermarket

The private equity exit activity tables by value and volume are based on private equity firms advising the vendor on exit deals where the dominant geography of the target company is Global. The tables by value and volume have been run from 01-Apr-14 to 30-Jun-14 and exclude lapsed and withdrawn deals.

GLOBAL OVERVIEW Monthly M&A Insider | July | 04 TREND GRAPHS

GLOBAL M&A QUARTERLY TREND GLOBAL M&A QUARTERLY PRIVATE EQUITY TREND

1,400 4,500 400 900

4,000 800 1,200 350

3,500 700 300 1,000 Number of deals 3,000 600 Number of deals 250 800 2,500 500 200 600 2,000 400 Value (US$bn) Value Value (US$bn) Value 150 1,500 300 400 100 1,000 200

200 500 50 100

0 0 0 0 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 12 12 13 13 13 13 14 14 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 12 12 13 13 13 13 14 14

Total value Mid-market value Total volume Mid-market volume Buyout value Exit value Buyout volume Exit volume

GLOBAL M&A ANNUAL TREND GLOBAL M&A ANNUAL PRIVATE EQUITY TREND

4,000 18,000 900 3,500

16,000 800 3,500 3,000

14,000 700 3,000 2,500 Number of deals 12,000 Number of deals 600 2,500 10,000 500 2,000 2,000 8,000 400 1,500 Value (US$bn) Value Value (US$bn) Value 1,500 6,000 300 1,000 1,000 4,000 200

500 500 2,000 100

0 0 0 0 2008 2009 2010 2011 2012 2013 H1 2014 2008 2009 2010 2011 2012 2013 H1 2014

Total value Mid-market value Total volume Mid-market volume Buyout value Exit value Buyout volume Exit volume

GLOBAL OVERVIEW Monthly M&A Insider | July | 05 TREND GRAPHS

GLOBAL M&A GEOGRAPHIC BREAKDOWN Q2 2014

VALUE VOLUME

1.5% 2.7% 4.2% 3.0% North America North America Europe Europe 18.9% Asia-Pacific Asia-Pacific 22.5% 34.8% Central & South America Central & South America Middle East & Africa Middle East & Africa 45.5%

29.9% 37.0%

GLOBAL M&A SECTOR BREAKDOWN Q2 2014

VALUE VOLUME

1.7% 1.5%

8.9% 3.2% 14.3% Industrials & Chemicals 3.4% 19.2% Industrials & Chemicals 5.4% Technology 4.3% Technology Consumer Consumer 2.8% 4.5% 6.1% Energy, Mining & Utilities Energy, Mining & Utilities 5.2% Business Services Business Services Financial Services 7.7% Financial Services 3.1% Pharma, Medical & Biotech 12.9% Pharma, Medical & Biotech 2.8% Media Media 16.0% 2.6% Leisure Leisure 8.9% Transportation Transportation Construction Construction 3.2% Real Estate 11.2% Real Estate 10.5% 21.3% Telecommunications Telecommunications 8.3% 11.0%

GLOBAL OVERVIEW Monthly M&A Insider | July | 06 TREND GRAPHS

GLOBAL M&A DEAL SIZE BREAKDOWN Q2 2014

VALUE VOLUME

0.6% 0.5% 0.4% 0.5% 0.4% 0.4% 0.6% 100 100 0.9% 1.0% 1.1% 1.0% 1.0% 1.0% 1.3% 90 98 27.3% 29.3% 27.9% 30.0% 3.8% 3.7% 4.7% 4.7% 4.7% 4.5% 80 41.9% 40.5% 40.6% 96 4.8%

70 94 3.9% 20.4% 4.6% 19.0% 19.5% 19.3% 4.3% 60 92 4.5% 4.6% 4.8% 4.9% 16.5% 50 15.2% 17.7% 90 Percentage Percentage 40 88 27.5% 26.2% 27.6% 28.0% 19.4% 20.5% 30 21.9% 86 90.1% 90.9% 89.3% 89.8% 89.0% 89.3% 88.4% 20 8.9% 7.9% 9.7% 10.1% 9.7% 9.9% 84 8.2%

10 15.1% 82 14.6% 14.6% 14.7% 13.9% 14.9% 11.6% 0 80 2008 2009 2010 2011 2012 2013 H1 2014 2008 2009 2010 2011 2012 2013 H1 2014

US$0-US$250m US$0-US$250m US$251m-US$500m US$251m-US$500m US$501m-US$2,000m US$501m-US$2,000m US$2,001m-US$5,000m US$2,001m-US$5,000m >US$5,001m >US$5,001m

SECTOR ANALYSIS

GLOBAL SECTOR ANALYSIS Sector Q2 2014 Q2 2013 % change Value (US$m) Mrk share Deal count Value (US$m) Mrk share Deal count Value Volume Energy, Mining & Utilities 144,840 15.8% 405 110,381 19.9% 321 31% 26% Industrials & Chemicals 80,217 8.8% 701 59,658 10.8% 664 34% 6% Consumer 55,282 6.0% 412 73,143 13.2% 463 -24% -11% Financial Services 75,440 8.2% 327 70,658 12.7% 333 7% -2% Pharma, Medical & Biotech 194,368 21.2% 281 65,105 11.7% 258 199% 9% Technology 48,655 5.3% 475 28,762 5.2% 361 69% 32% Business Services 28,792 3.1% 386 28,315 5.1% 398 2% -3% Media 23,381 2.6% 164 20,706 3.7% 112 13% 46% Transportation 28,034 3.1% 126 14,787 2.7% 111 90% 14% Real Estate 25,539 2.8% 64 35,404 6.4% 89 -28% -28% Leisure 24,975 2.7% 159 10,228 1.8% 162 144% -2% Telecommunications 129,385 14.1% 56 17,516 3.2% 51 639% 10% Defence 2,638 0.3% 6 4,851 0.9% 13 -46% -54% Construction 47,114 5.1% 116 10,429 1.9% 129 352% -10% Agriculture 6,400 0.7% 45 4,696 0.8% 49 36% -8% Total 915,060 3,723 554,639 3,514 65% 6%

GLOBAL OVERVIEW Return to contents Monthly M&A Insider | July | 07 Lost in Transaction?

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Lost in Transaction_ad.indd 1 12/06/2014 12:19 A MERGERMARKET M&A REPORT ON LATIN AMERICA

M&A activity in Latin America during Q2 was the lowest since Q1 2010. During these last three months only 109 deals were announced, whereas in 2010, 105 deals were announced. When compared to Q1’s 133 deal announcements, volume decreased by 18%. On the other hand, deal value was the highest since Q2 2012, with a total value of US$40.1bn. In Q2 2012 there were 203 deals announced worth US$46.4bn. When compared to Q1 2014 (133 deals worth US$22.9bn) there was a striking 75% increase.

Another area that saw high numbers was private equity exits. The Legal Advisers league tables saw little changes when During Q2, Latin America saw eight exit deals worth US$3.8bn. compared to the same period last year for rankings by volume, This is the most activity since Q4 2010, when nine exits were but more changes on the table by value. On the LatAm league recorded and the highest value since Q2 2008, with a total tables by volume, Pinheiro Neto Advogados ranked first place, value of US$4.1bn. This year already has the highest value for followed by Barbosa Mussnich & Aragao in second and Mattos LatAm exits, at least over the last 10 years, and we are only Filho, Veiga Filho, Marrey Jr. e Queiroga Advogados in third. halfway through the year. PE firms are buying low and selling Brazil also took fourth and fifth places with Machado Meyer high. An example is GP Investments sale of Sascar Tecnologia Sendacz e Opice and Tozzini Freire Teixeira e Silva. This result e Seguranca Automotiva SA to Compagnie Generale des is expected since the country is the most active in the region. Etablissements Michelin SA for US$708m. GP Investments had On the LatAm League Table by value, however, Brazil was not acquired a 56% stake in Sascar in 2011 for US$100.89m. The represented. The first place went to Davis Polk & Wardwell, current reported EBITA of the company is US$15.7bn, while climbing from the 48th spot in Q2 2013. Sullivan & Cromwell in 2011 it was US$7.7bn. Sascar is a Brazil-based digital fleet came in second place in Q2 2014, while in the same period last management and freight security company. year they ranked ninth. But the highest move was for White & Case, third place this year, while last year during the same Regarding sectors, Energy, Mining & Utilities remains the period they ranked 118th. most active sector with 20 deals worth US$8bn. Followed by the Financial Services sector with 11 deals worth US$7bn, Brazil closed Q2 with 56 deals and a total value of US$16.5bn, and surprisingly the Transportation sector with six deals worth followed by Mexico with 12 deals worth US$6.5bn and Chile with US$6.6bn. The Transportation sector had two deals in the top 18 deals worth US$6.5bn. The World Cup has come to an end; 10 deals announced in Q2 2014, the acquisition of America however, insecurities in the country were not overcome. During Latina Logistica (ALL) by Rumo Logistica for US$4.1bn and the one month tournament, while Brazilians were connected the purchase of the container business of Compania Sud to their sports channel, the Brazilian economy continued its Americana de Vapores SA by Hapag Lloyd AG for US$1.3bn. downward trend. Inflation is above expected levels, the deficit The deal of the quarter was Banco Santander’s voluntary offer has decreased the confidence of consumers and predictions of to acquire 25% of Banco Santander Brasil for US$6.5bn. All growth fell through. The economy is expected to grow only 1% three deals mentioned were announced in April this year. this year. President Rousseff is still the favourite for re-election in October; however, her chances are definitely compromised. The league tables for Q2 2014 were full of surprises. People have publically called for changes, accountability and The Financial Adviser League Table by volume ranked Banco less corruption, which has definitely scared outside investors Itau BBA in first place, followed by Santander Global Banking from entering the country, and may affect deal activity even and Markets and Citi sat at third. Santander climbed seven more for the next quarter. places from last year’s Q2 tables and Citi climbed eight. The big surprise was BTG Pactual dropping from the top spot in Q2 2014 to its current eighth place position. On the Financial Adviser League Table by value, Goldman Sachs secured the first spot, followed by Santander in second and Bank of America Merrill Lynch in third. Their ranking was guaranteed by the fact they all advised on the Santander deal of the quarter. Itau BBA who had taken first place in Q2 2013 ended up in fourteenth place.

Monthly M&A Insider | July | 09 DEAL OF THE QUARTER

Deal summary Announced: 29-Apr-14 Deal value: US$6,517m

Banco Santander SA made a voluntary offer to acquire a 25% RATIONALE: stake in Banco Santander Brasil for €4.7bn (US$6.5bn). • The transaction will increase earnings per share for the Banco Santander, the listed Spain-based company shareholders of Banco Santander. headquartered in Madrid, is a bank.

Banco Santander Brasil SA, the listed Brazil-based company POST DEAL COMPLETION: headquartered in Sao Paulo, is a financial services company. • Banco Santander Brasil will continue to be listed on both the Sao Paulo Stock Exchange and New York Stock Exchange. TERMS: • The consideration will be paid either in 1 Banco Santander CONDITIONS: share or 1 American Depository Receipt (ADR) per 0.70 • Shareholders’ approval. Banco Santander Brasil share. • Customary conditions and regulatory approval. • The exchange ratio values each Banco Santander Brasil share at US$6.86, which is based on the bidder’s closing share price of US$9.80 as of 28 -Apr-14, one day before the BACKGROUND: announcement. • Banco Santander Brasil is expected to reach 2014 revenues of BRL6.4bn (€ 2bn), of which a total €1.5bn would be • If all the minority shareholders accept the tender offer, attributable to Banco Santander. Also, the Brazil-based Banco Santander will issue approximately 665m new shares, subsidiary is expected to increase its EPS by 1.3% in 2015 representing a 5.8% stake in its capital. and 1.1% in 2016. Banco Santander Brasil was listed in 2009 • The transaction has an implied equity value of US$26.1bn. with with market capital of US$51.4bn

• The offer price represents a premium of 18.7% over Banco Santander Brasil’s closing share price of US$5.78 on 28-Apr-14, one day before the announcement;

• and a premium of 27.7% over Banco Santander Brasil’s closing share price of US$5.37 on 28-Mar-14, one month before the announcement.

Exit multiples – Y/E 31-Dec-13 Premium analysis Multiples Value (US$m) Offer price per share (US$) 6.86 Revenue - - 1 day before 18.7% EBITDA - - 1 month before 27.7% EBIT - - 1 day after 3.2% Earnings 12.9 4,370 Pre-rumour -

LATIN AMERICA Monthly M&A Insider | July | 10 DEAL OF THE QUARTER

Advisers Target/Seller Bidder Financial JPMorgan; Rothschild Financial Bank of America Merrill Lynch; Goldman Sachs; Santander Global Banking and Markets; and UBS Investment Bank Legal Tozzini Freire Teixeira e Silva Advogados; Legal Davis Polk & Wardwell; and Uria Menendez and Pinheiro Neto Advogados

Target Banco Santander Brasil SA Headquarters Avenida Presidente Juscelino Kubitschek, 2,041 and 2,235 Bloco A – Vila Olímpia Sao Paulo, 04543 Brazil Sector Financial Services Description Brazil-based bank

Bidder Banco Santander SA Headquarters Ciudad Grupo Santander Avenida De Cantabria s/n Madrid, 28660 Spain Sector Financial Services Description Spain-based financial institution primarily engaged in retail banking

LATIN AMERICA Monthly M&A Insider | July | 11 TOP DEALS

TOP 10 LATIN AMERICAN ANNOUNCED DEALS OF Q2 2014

Announced Bidder company Target company Target dominant Seller company Exit multiples (x) Bid premia Deal sector 1-day value Revenue EBITDA P/E before (US$m)

29-Apr-14 Banco Santander SA Banco Santander Brasil SA Financial Services - n/a n/a 12.9 18.7% 6,517 (25% stake)

13-Apr-14 MMG South America Xstrata Las Bambas SA Energy, Mining Glencore Xstrata plc --60.1 - 5,850 Management Company (99.99% stake) & Utilities Limited

27-Jun-14 Inmobiliaria Carso SA America Movil SAB de CV Telecommunications AT&T Inc 1.1 3.4 11.6 -2.8% 5,599 de CV (8.38% stake)

15-Apr-14 Rumo Logistica SA ALL – America Latina Transportation - 2.7 5.8 37.7 20.0% 4,112 Logistica SA

16-May-14 Abbott Investments CFR Pharmaceuticals SA Pharma, Medical Positron Limited 4.4 34.1 50.4 52.7% 3,346 Luxembourg Sarl & Biotech

30-Jun-14 PPG Industries Inc Comex SA de CV Industrials & - 2.3 -- -2,300 Chemicals

16-Apr-14 Hapag-Lloyd AG Compania Sud Americana Transportation Compania Sud Americana --- -1,371 de Vapores SA (container de Vapores SA business)

15-Jun-14 American Tower BR Towers SA Telecommunications GP Investments Limited; 22.4 43.2 --979 Corporation and Banco Bradesco BBI SA

04-Apr-14 Empresa de Energia de Transportadora de Gas Energy, Mining Citi Venture Capital --- -880 Bogota SA ESP Internacional SA ESP & Utilities International (31.92% stake)

06-May-14 Alliance Boots GmbH Farmacias Ahumada SA Consumer Grupo Casa Saba SAB de CV 0.5 17.1 20.7 118.0% 747

n/a=not applicable Based on announced deals, including lapsed and withdrawn bids Based on dominant geography of target company being Latin American Data correct as of 08-Jul-14

LATIN AMERICA Monthly M&A Insider | July | 12 LEAGUE TABLES

TOP 20 LATIN AMERICAN FINANCIAL ADVISERS VALUE

Ranking Q2 2014 Q2 2013 Q2 2014 Q2 2013 Company name Value Deal count Value Value change (US$m) (US$m) (%) 1 4 Goldman Sachs 13,089 5 4,656 181% 2 6 Santander Global Banking and Markets 12,910 7 3,158 309% 3 7 Bank of America Merrill Lynch 12,367 2 1,931 540% 4 17 Rothschild 12,000 3 800 1,400% 5 10 Citi 9,459 6 1,500 531% 6 22 Deutsche Bank 8,391 5 400 1,998% 7 12 JPMorgan 7,445 4 1,083 587% 8 26 UBS Investment Bank 7,023 2 119 5,802% 9 16 Credit Suisse 6,873 3 850 709% 10 - BMO Capital Markets 5,850 1 - - 11 3 Banco Bradesco BBI 5,618 3 6,265 -10.3% 12 15 Barclays 4,054 3 858 372% 13 5 Morgan Stanley 3,402 4 3,833 -11.2% 14 1 Banco Itau BBA 2,605 11 8,650 -69.9% 15 - HSBC 2,300 1 - - 16 40 PwC 1,961 3 - - 17 36 BDO 1,961 1 22 8,814% 18 - CITIC Securities 878 1 - - 19 2 Banco BTG Pactual 862 4 6,281 -86.3% 20 - Estructura Partners 747 1 - - Source: Mergermarket

TOP 20 LATIN AMERICAN FINANCIAL ADVISERS VOLUME

Ranking Q2 2014 Q2 2013 Q2 2014 Q2 2013 Company name Value Deal count Deal count Deal count (US$m) change 1 2 Banco Itau BBA 2,605 11 13 -2 2 9 Santander Global Banking and Markets 12,910 7 3 4 3 11 Citi 9,459 6 3 3 4 3 Goldman Sachs 13,089 5 7 -2 5 27 Deutsche Bank 8,391 5 1 4 6 7 JPMorgan 7,445 4 4 0 7 6 Morgan Stanley 3,402 4 4 0 8 1 Banco BTG Pactual 862 4 14 -10 9 8 Rothschild 12,000 3 4 -1 10 23 Credit Suisse 6,873 3 1 2 11 4 Banco Bradesco BBI 5,618 3 6 -3 12 22 Barclays 4,054 3 1 2 13 19 PwC 1,961 3 2 1 14 10 Bank of America Merrill Lynch 12,367 2 3 -1 15 15 UBS Investment Bank 7,023 2 2 0 16 44 Deloitte 80 2 1 1 17 - RBC Capital Markets 75 2 - - 18 - KPMG - 2 - - 19 - BMO Capital Markets 5,850 1 - - 20 - HSBC 2,300 1 - - Source: Mergermarket The financial adviser league tables by value and volume have been run from 01-Apr-14 to 30-Jun-14 and exclude lapsed and withdrawn deals. The tables cover all sectors and are based on the geography of either the target, bidder or seller being Latin American.

LATIN AMERICA Monthly M&A Insider | July | 13 LEAGUE TABLES

TOP 20 LATIN AMERICAN LEGAL ADVISERS VALUE

Ranking Q2 2014 Q2 2013 Q2 2014 Q2 2013 Company name Value Deal count Value Value change (US$m) (US$m) (%) 1 48 Davis Polk & Wardwell 9,863 2 173 5,601% 2 9 Sullivan & Cromwell 9,255 2 1,399 562% 3 118 White & Case 8,158 4 - - 4 13 Pinheiro Neto Advogados 7,771 7 1,339 480% 5 28 Tozzini Freire Teixeira e Silva Advogados 7,632 5 538 1,319% 6 11 Linklaters 7,238 4 1,374 427% 7 78 Uria Menendez 6,915 3 150 46,000% 8 2 Barbosa, Mussnich & Aragao 5,907 7 6,215 -5.0% 9 30 Rodrigo Elias & Medrano 5,882 3 523 1,025% 10= - Dentons 5,850 1 - - 10= - Estudio Grau 5,850 1 - - 12 - Creel, Garcia-Cuellar, Aiza y Enriquez 5,599 2 - - 13 1 Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados 4,671 6 6,582 -29.0% 14 6 Cleary Gottlieb Steen & Hamilton 3,891 2 1,890 106% 15 - Clifford Chance 3,744 2 - - 16 - Russi & Eguiguren 3,346 1 - - 17 17 Carey y Cia 2,428 5 896 171% 18= 62 Basham Ringe & Correa 2,300 1 105 2,090% 18= 14 Hogan Lovells International 2,300 1 1,235 86.2% 20 39 Baker & McKenzie 2,189 5 345 534% Source: Mergermarket

TOP 20 LATIN AMERICAN LEGAL ADVISERS VOLUME

Ranking Q2 2014 Q2 2013 Q2 2014 Q2 2013 Company name Value Deal count Deal count Deal count (US$m) change 1 2 Pinheiro Neto Advogados 7,771 7 10 -3 2 5 Barbosa, Mussnich & Aragao 5,907 7 6 1 3 1 Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados 4,671 6 12 -6 4 4 Machado Meyer Sendacz e Opice 1,054 6 7 -1 5 8 Tozzini Freire Teixeira e Silva Advogados 7,632 5 6 -1 6 17 Carey y Cia 2,428 5 3 2 7 3 Baker & McKenzie 2,189 5 8 -3 8 118 White & Case 8,158 4 1 3 9 25 Linklaters 7,238 4 2 2 10 - Lobo & de Rizzo Advogados 965 4 - - 11 - Skadden Arps Slate Meagher & Flom 150 4 - - 12 80 Uria Menendez 6,915 3 1 2 13 9 Rodrigo Elias & Medrano 5,882 3 6 -3 14 14 Demarest 1,459 3 4 -1 15 11 Souza, Cescon, Barrieu & Flesch Advogados 1,450 3 5 -2 16 - Koury Lopes Advogados (KLA) 1,214 3 - - 17 7 Stocche, Forbes, Padis, Filizzola e Clapis Advogados 208 3 6 -3 18 6 Jones Day 196 3 6 -3 19 18 Davis Polk & Wardwell 9,863 2 3 -1 20 23 Sullivan & Cromwell 9,255 2 2 0 Source: Mergermarket The legal adviser league tables by value and volume have been run from 01-Apr-14 to 30-Jun-14 and include lapsed and withdrawn deals. The tables cover all sectors and are based on the geography of either the target, bidder or seller being Latin American.

LATIN AMERICA Monthly M&A Insider | July | 14 TREND GRAPHS

LATIN AMERICAN M&A QUARTERLY TREND LATIN AMERICAN M&A QUARTERLY PRIVATE EQUITY TREND

70 250 4,500 30

4,000 60 25 200 3,500 50 Number of deals 3,000 20 Number of deals 150 40 2,500 15 30 2,000 Value (US$m) Value Value (US$bn) Value 100 1,500 10 20 1,000 50 5 10 500

Total value Mid-market value Total volume Mid-market volume Buyout value Exit value Buyout volume Exit volume

LATIN AMERICAN M&A ANNUAL TREND LATIN AMERICAN M&A ANNUAL PRIVATE EQUITY TREND

180 800 8,000 70

160 700 7,000 60

140 600 6,000 50

120 Number of deals Number of deals 500 5,000 100 40 400 4,000 80 30 Value (US$m) Value Value (US$bn) Value 300 3,000 60 20 200 2,000 40

10 20 100 1,000

0 0 0 0 2008 2009 2010 2011 2012 2013 H1 2014 2008 2009 2010 2011 2012 2013 H1 2014

Total value Mid-market value Total volume Mid-market volume Buyout value Exit value Buyout volume Exit volume

LATIN AMERICA Monthly M&A Insider | July | 15 TREND GRAPHS

LATIN AMERICAN M&A GEOGRAPHIC BREAKDOWN Q2 2014

VALUE VOLUME

0.2%

4.6% 4.6% 16.0% Brazil Brazil Chile Chile Colombia 11.0% Colombia Ecuador 0.9% Costa Rica 0.9% 41.3% El Salvador Ecuador 0.9% Guatemala El Salvador 1.8% Guatemala 20.7% Mexico 0.9% 51.5% Peru Honduras 6.4% Argentina Mexico Peru Argentina

0.1% 16.5% 3.6% 0.1% 1.7% 16.3%

LATIN AMERICAN M&A SECTOR BREAKDOWN Q2 2014

VALUE 1.3% VOLUME 0.6% 1.4% 1.6% 0.3% 8.3% 3.1% Energy, Mining & Utilities 2.8% 1.8% 18.3% Energy, Mining & Utilities 4.4% 20.1% Financial Services Financial Services 1.8% Transportation Transportation 7.7% Telecommunications 7.3% Telecommunications Pharma, Medical & Biotech Pharma, Medical & Biotech Industrials & Chemicals 10.1% Industrials & Chemicals 8.8% Business Services Business Services 10.1% Consumer Consumer 17.7% Technology Technology 5.5% Construction Construction Leisure Leisure 10.1% 3.7% 16.4% Agriculture Agriculture 3.7% Media Media 16.6% 16.5%

LATIN AMERICA Monthly M&A Insider | July | 16 TREND GRAPHS

LATIN AMERICAN M&A DEAL SIZE BREAKDOWN Q2 2014

VALUE VOLUME

0.6% 0.3% 1.2% 0.8% 0.3% 0.9% 1.2% 1.2% 1.8% 2.0% 1.1% 0.7% 100 100 2.5% 9.2% 5.8% 4.9% 6.8% 6.2% 6.9% 17.3% 8.0% 7.0% 90 21.9% 5.2% 90 5.6% 6.5% 6.0% 30.4% 28.6% 28.5% 5.3% 6.6% 5.8% 80 39.3% 29.3% 80 70 14.4% 18.2% 70 60 20.1% 45.6% 30.2% 19.0% 50 60 33.7% Percentage Percentage 36.6% 88.1% 85.8% 86.3% 86.7% 86.2% 40 82.2% 83.5% 25.1% 28.6% 50

30 24.7% 16.3% 21.5% 13.6% 40 20 9.9% 10.1% 10.3% 8.7% 7.5% 30 10 20.8% 14.5% 14.8% 16.4% 9.5% 14.3% 11.1% 0 20 2008 2009 2010 2011 2012 2013 H1 2014 2008 2009 2010 2011 2012 2013 H1 2014

US$0-US$250m US$0-US$250m US$251m-US$500m US$251m-US$500m US$501m-US$2,000m US$501m-US$2,000m US$2,001m-US$5,000m US$2,001m-US$5,000m >US$5,001m >US$5,001m

SECTOR ANALYSIS

LATIN AMERICAN SECTOR ANALYSIS Sector Q2 2014 Q2 2013 % change Value (US$m) Mrk share Deal count Value (US$m) Mrk share Deal count Value Volume Energy, Mining & Utilities 8,099 20.2% 20 4,462 21.0% 26 82% -23% Industrials & Chemicals 3,089 7.7% 18 820 3.9% 31 277% -42% Consumer 1,260 3.1% 11 5,084 23.9% 25 -75% -56% Financial Services 7,083 17.7% 11 4,177 19.7% 24 70% -54% Pharma, Medical & Biotech 3,520 8.8% 4 151 0.7% 7 2,231% -43% Technology 650 1.6% 8 15 0.1% 4 4,233% 100% Business Services 1,759 4.4% 11 3,132 14.8% 19 -44% -42% Media 109 - 9 0 0.0% 1 - 800% Transportation 6,646 16.6% 6 200 0.9% 4 3,223% 50% Real Estate 0 0.0% 0 298 1.4% 5 -100% -100% Leisure 523 1.3% 3 55 0.3% 5 851% -40% Telecommunications 6,578 16.4% 4 900 - 2 - 100% Defence 0 - - 0 - - - - Construction 545 1.4% 2 1,410 - 10 - -80% Agriculture 244 - 2 528 2.5% 5 - -60% Total 40,105 109 21,232 168 89% -35%

LATIN AMERICA Return to contents Monthly M&A Insider | July | 17 A MERGERMARKET M&A REPORT ON NORTH AMERICA

North American M&A value for the second quarter increased 40.6% from Q1 2014 (US$305.9bn), with a total of 1,291 deals worth US$430.1bn. This is the highest valued second quarter since 2007 (US$552.2bn). Buyouts were at their highest in Mergermarket history for Q2 with 256 deals worth US$84.2bn, a 13.2% increase in value from the previous quarter.

The Consumer sector saw an interesting turn of events when The top deal for the quarter was AT&T’s acquisition of DirecTV Hillshire Brands’ US$6.6bn intended acquisition of Pinnacle for US$65.5bn, which further increased the Telecommunications Foods fell through due to Tyson Foods’ new US$7.7bn offer to sector’s presence for the year. In Q2 alone, the sector racked acquire Hillshire; however, it was contingent upon the release up US$81.3bn from just 12 deals, a huge increase in value from its agreement to acquire Pinnacle. The Consumer sector on from Q2 2013 (US$732m), and held an 18.9% market share. the whole has been relatively active, with 105 deals collectively Looking forward, it seems the sector will continue to be a strong valued at US$20bn in Q2, a 2% increase in volume but 5% performer with the announcement of Softbank’s agreement to decrease in value from Q2 2013, which saw 103 deals worth acquire T-Mobile US from Deutsche Telecom, effectively paving US$21bn. Energy, Mining & Utilities saw two deals in the top 10 the way for a potential merger between the US mobile carrier for the quarter and finished H1 with a 20.1% market share (179 and Sprint. deals, US$86.4bn) – a 189% increase by value and 58% increase by volume from Q2 2013, which saw 113 deals worth US$29.9bn. Consolidation and expansion of pipeline products seem to be the main driving factors behind the large value transactions H1 2014 finished with 2,590 deals worth US$736bn, a 92% in the Pharma, Medical & Biotech sectors, such as Valeant’s increase by value and a 26% increase by volume from H1 2013 US$45.9bn acquisition of a 90% stake in Allergan, Bayer’s (2,054 deals worth US$383.2bn). Average deal size also increased US$14bn acquisition of Merck’s consumer care business, and substantially from H1 2013 to H1 2014, approximately doubling, Zimmer’s US$13.4bn acquisition of Biomet. The sector was meaning companies have been keen to pay higher price tags for a hotbed of activity, taking up almost a quarter of the market targets this year. share by value with 125 deals worth US$106.8bn, a 120% increase by value and 28% increase by volume from Q2 2013, Goldman Sachs topped the North American Financial Adviser which saw 98 deals worth US$48.5bn. The industry inherently league tables by value and volume, having advised on 71 deals lends itself to these high value deals as intellectual property worth US$294.7bn, a 283% increase by value from Q2 2013 acquisitions often come at a premium price. This sector will (US$76.9bn). Bank of America Merrill Lynch came in second most likely continue to produce large transactions mostly due by value with US$220.6bn and JPMorgan came in second by to new products still in the pipeline and the availability of cheap volume with 53 deals, 21 more than the comparable period last financing for future cross-border purchases. year. Sullivan & Cromwell jumped nine spots to top the North American Legal Advisers League Table by value with 29 deals worth US$208.3bn and Skadden Arps Slate Meagher & Flom dropped from the top spot to second by value with US$168.6bn in deals. Kirkland & Ellis and Jones Day took the top and second spots by volume with 77 deals and 66 deals, respectively.

Monthly M&A Insider | July | 18 DEAL OF THE QUARTER

Deal summary Announced: 18-May-14 Deal value: US$65,495m

AT&T Inc has signed a definitive agreement to acquire DirecTV TERMINATION DATE: Group Inc. • The termination date for the transaction is 18-May-15, but it AT&T, the listed US-based company headquartered in Dallas, can be extended to 13-Nov-15 under certain circumstances. Texas, is a telecommunications company.

DirecTV, the listed US-based company headquartered in TERMINATION FEE: El Segundo, California, is a provider of entertainment content and • The agreement includes a termination fee of US$1,445m general digital TV broadcasting via satellite and cable networks. to be paid by DirecTV to AT&T upon termination of this agreement by DirecTV for any superior proposal. TERMS: • AT&T will acquire 502,224,444 shares of DirecTV, at an RATIONALE & SYNERGIES: inferred offer price of US$95 per share, valuing the deal • The addition of DirecTV will diversify AT&T’s revenue at US$65.5bn. mix and provide it with numerous growth opportunities as it is expected to increase video revenues, accelerate - US$28.5 per share in cash and US$66.5 per share in AT&T broadband growth and significantly expand revenues from stock will be offered to DirecTV shareholders, based on outside US markets. AT&T closing share price on 16-May-14. • The acquisition will enable AT&T to expand and enhance its - The stock offer price is such that DirecTV shareholders high-speed broadband in order to serve 15 million customer will receive 1.905 AT&T shares if AT&T stock price is below locations in rural areas where AT&T does not exist at present. US$34.9 at closing and 1.724 AT&T shares if AT&T stock price is above US$38.58 at closing. If AT&T stock price at closing remains between US$34.90 and US$38.58, DirecTV POST DEAL DETAILS: shareholders will receive a number of shares between • DirectTV shareholders will own between 14.5% and 15.8% 1.724 and 1.905, equal to US$66.5 in value. of AT&T outstanding shares on a fully-diluted basis. • The offer represents a premium of 10.2% based on DirecTV’s • DirectTV will operate as a wholly-owned subsidiary of AT&T. closing share price of US$86.18 on 16-May-14, one day prior to the announcement, and a premium of 25.6% based on • AT&T expects the acquisition to be accretive on a free DirecTV’s closing share price of US$75.64 on 17 April 2014, cash flow per share and adjusted EPS basis within the one month prior to the announcement. first 12 months after closing.

• The implied equity value of the transaction is approximately • AT&T expects cost synergies to exceed US$1.6bn on an US$47.7bn. annual run rate basis by third year after closing. • If a superior offer were to emerge for DirecTV, the company EXPECTED COMPLETION: would be required to give AT&T at least 5 business days to make adjustments to its current offer before DirecTV ‘s The transaction is expected to close by 18-May-15. Board of Directors could effect a change of recommendation of the deal. CONDITIONS: FINANCING: • DirectTV shareholder approval.

• AT&T will finance the cash portion of the transaction • US Federal Communications Commission review. through an arrangement of cash on hand, sale of non-core assets, committed financing facilities, and opportunistic • US Department of Justice approval. debt market transactions.

NORTH AMERICA Monthly M&A Insider | July | 19 DEAL OF THE QUARTER

BACKGROUND: operations in Latin America and this would bring AT&T into competition with America Movil, which could raise • The transaction has been unanimously approved by the regulatory issues. Boards of Directors of both companies. - AT&T’s designees to the America Movil Board of Directors • In order to facilitate the regulatory approval process in Latin will tender their resignations immediately to avoid any form America, AT&T intends to divest its interest in America Movil of disagreement. SAB de CV, which includes 73 million publicly listed L shares and all of its AA shares, representing approximately 8.4% • Earlier in February 2008, Liberty Media Corporation, the stake in the at&tcompany. listed US-based holding company, acquired a 41% stake in DirecTV for US$11.7bn and in April 2008 it acquired a 7% - The divestment of America Movil forms a noteworthy stake for US$2bn. component of this acquisition, since DirecTV has significant

Exit multiples – Y/E 31-Dec-13 Premium analysis Multiples Value (US$m) Offer price per share (US$) 95 Revenue 2.1 31,754 1 day before 10.2% EBITDA 8.2 7,978 1 month before 25.6% EBIT 12.7 5,150 1 day after 12.2% Earnings 18.4 2,885 Pre-rumour 24.0%

Advisers Target/Seller Bidder Financial Bank of America Merrill Lynch Financial Lazard Goldman Sachs Legal Cleary Gottlieb Steen & Hamilton (Advising Legal Arnold & Porter; Debevoise & Plimpton Goldman Sachs); Harris Wiltshire & Grannis (Advising Lazard); and Sullivan & Cromwell Jones Day; Shearman & Sterling (Advising Bank of America Merrill Lynch); Simpson Thacher & Bartlett; and Weil Gotshal & Manges PR Joele Frank Wilkinson Brimmer Katcher PR Brunswick Group

Target DIRECTV Headquarters 2260 East Imperial Highway El Segundo, CA 90245 US Sector Telecommunications Description US-based provider of entertainment content and general digital TV broadcasting via satellite and cable networks

Bidder AT&T Inc Headquarters 208 South Akard Street Dallas, TX 75202 US Sector Telecommunications Description US-based telecommunications company

NORTH AMERICA Monthly M&A Insider | July | 20 TOP DEALS

TOP 10 NORTH AMERICAN ANNOUNCED DEALS OF Q2 2014

Announced Bidder company Target company Target dominant Seller company Exit multiples (x) Bid premia Deal sector 1-day value Revenue EBITDA P/E before (US$m)

18-May-14 AT&T Inc DIRECTV Telecommunications - 2.1 8.2 18.4 10.2% 65,495

18-Jun-14 Valeant Pharmaceuticals Allergan Inc (90.29% stake) Pharma, Medical - 8.0 24.3 39.9 6.3% 45,853 International Inc & Biotech

06-May-14 Bayer AG Merck & Co Pharma, Medical Merck & Co Inc 6.5 -- -14,200 (consumer care business) & Biotech

24-Apr-14 Zimmer Holdings Inc Biomet Inc Pharma, Medical - 4.4 40.3 (loss) - 13,350 & Biotech

30-Apr-14 Exelon Corporation Pepco Holdings Inc Energy, Mining & - 2.6 10.7 60.6 19.6% 12,186 Utilities

23-Jun-14 Wisconsin Energy Integrys Energy Group Inc Energy, Mining - 1.6 10.8 16.3 17.3% 9,037 Corporation & Utilities

28-Apr-14 Charter Communications Inc Time Warner Cable Inc Telecommunications Comcast Corporation --- -7,300 (Cable systems serving 1.4m customers)

16-Jun-14 Level 3 Communications Inc TW Telecom Inc Telecommunications - 8.5 14.0 170.3 12.4% 7,205

12-May-14† Hillshire Brands Co Pinnacle Foods Inc Consumer Blackstone Group LP 2.7 17.8 44.5 19.8% 6,616

10-Apr-14 SLM Corporation Navient Corporation Financial Services Sallie Mae Inc n/a n/a --6,430 (shareholders)

†Indicates lapsed deal Source: Mergermarket n/a=not applicable Based on announced deals, including lapsed and withdrawn bids Based on dominant geography of target company being North American (US + Canada) Data correct as of 08-Jul-14

NORTH AMERICA Monthly M&A Insider | July | 21 LEAGUE TABLES

TOP 20 NORTH AMERICAN FINANCIAL ADVISERS VALUE

Ranking Q2 2014 Q2 2013 Q2 2014 Q2 2013 Company name Value Deal count Value Value change (US$m) (US$m) (%) 1 2 Goldman Sachs 294,658 71 76,966 283% 2 4 Bank of America Merrill Lynch 220,616 51 55,690 296% 3 5 Morgan Stanley 158,064 51 47,962 230% 4 6 Barclays 128,878 47 41,237 213% 5 9 Lazard 112,900 28 18,416 513% 6 1 JPMorgan 92,071 53 77,053 19.5% 7 11 RBC Capital Markets 70,706 42 14,360 392% 8 7 Citi 70,159 49 22,234 216% 9 8 Credit Suisse 54,032 37 21,784 148% 10 59 Perella Weinberg Partners 51,754 6 929 5,471% 11 3 Deutsche Bank 47,044 33 59,200 -20.5% 12 14 Centerview Partners 28,794 12 10,174 183% 13 15 UBS Investment Bank 25,124 16 10,093 149% 14 17 Evercore Partners 17,981 27 9,402 91.2% 15 18 Jefferies 15,358 30 9,062 69.5% 16 37 BMO Capital Markets 13,124 12 2,427 441% 17 12 Guggenheim Partners 12,593 5 13,220 -4.7% 18 - Loop Capital Markets 12,248 2 - - 19 20 Wells Fargo Securities 12,084 14 7,104 70.1% 20 10 Moelis & Company 11,546 17 18,231 -36.7% Source: Mergermarket

TOP 20 NORTH AMERICAN FINANCIAL ADVISERS VOLUME

Ranking Q2 2014 Q2 2013 Q2 2014 Q2 2013 Company name Value Deal count Deal count Deal count (US$m) change 1 1 Goldman Sachs 294,658 71 43 28 2 2 JPMorgan 92,071 53 32 21 3 3 Bank of America Merrill Lynch 220,616 51 30 21 4 6 Morgan Stanley 158,064 51 28 23 5 8 Citi 70,159 49 26 23 6 10 Barclays 128,878 47 24 23 7 7 RBC Capital Markets 70,706 42 28 14 8 12 Credit Suisse 54,032 37 22 15 9 5 Deutsche Bank 47,044 33 28 5 10 9 Houlihan Lokey 10,805 31 25 6 11 4 Jefferies 15,358 30 29 1 12 15 Lazard 112,900 28 17 11 13 17 Evercore Partners 17,981 27 14 13 14 14 Stifel/KBW 4,283 27 18 9 15 13 Raymond James & Associates 1,820 23 19 4 16 19 KPMG 1,819 22 14 8 17 23 Sandler O'Neill & Partners 2,446 20 11 9 18 33 Robert W. Baird & Co 2,917 18 7 11 19 16 Moelis & Company 11,546 17 14 3 20 11 UBS Investment Bank 25,124 16 23 -7 Source: Mergermarket The financial adviser league tables by value and volume have been run from 01-Apr-14 to 30-Jun-14 and exclude lapsed and withdrawn deals. The tables cover all sectors and are based on the geography of either the target, bidder or seller being US or Canadian.

NORTH AMERICA Monthly M&A Insider | July | 22 LEAGUE TABLES

TOP 20 NORTH AMERICAN LEGAL ADVISERS VALUE

Ranking Q2 2014 Q2 2013 Q2 2014 Q2 2013 Company name Value Deal count Value Value change (US$m) (US$m) (%) 1 10 Sullivan & Cromwell 208,281 29 25,312 723% 2 1 Skadden Arps Slate Meagher & Flom 168,595 35 66,177 155% 3 9 Cleary Gottlieb Steen & Hamilton 145,673 19 27,846 423% 4 6 Simpson Thacher & Bartlett 108,845 29 33,052 229% 5 13 Weil Gotshal & Manges 106,795 34 20,866 412% 6 32 Jones Day 105,506 66 10,953 863% 7 2 Latham & Watkins 98,705 62 46,778 111.0% 8 8 Wachtell, Lipton, Rosen & Katz 85,471 24 28,680 198% 9 54 Debevoise & Plimpton 85,270 13 5,415 1,475% 10 11 Blake, Cassels & Graydon 77,049 26 23,729 225% 11 39 Shearman & Sterling 76,423 27 8,986 750% 12 31 Freshfields Bruckhaus Deringer 72,584 20 11,147 551% 13 153 Arnold & Porter 70,546 7 613 11,408% 14 - Harris Wiltshire & Grannis 65,495 1 - - 15 29 Osler, Hoskin & Harcourt 64,750 21 11,728 452% 16 14 Kirkland & Ellis 62,215 77 20,300 206% 17 20 Slaughter and May 57,006 6 16,343 249% 18= 12 Arthur Cox 51,440 2 23,663 117.4% 18= 21 Matheson 51,440 2 16,256 216% 20 3 Davis Polk & Wardwell 46,011 22 44,517 3.4% Source: Mergermarket

TOP 20 NORTH AMERICAN LEGAL ADVISERS VOLUME

Ranking Q2 2014 Q2 2013 Q2 2014 Q2 2013 Company name Value Deal count Deal count Deal count (US$m) change 1 2 Kirkland & Ellis 62,215 77 51 26 2 3 Jones Day 105,506 66 49 17 3 1 Latham & Watkins 98,705 62 62 0 4 4 DLA Piper 7,869 39 47 -8 5 5 Skadden Arps Slate Meagher & Flom 168,595 35 35 0 6 9 Weil Gotshal & Manges 106,795 34 26 8 7 6 White & Case 42,047 32 35 -3 8 45 Baker & McKenzie 21,997 31 13 18 9 11 Norton Rose Fulbright 12,254 30 23 7 10 37 Goodwin Procter 3,250 30 15 15 11 23 Cooley 2,750 30 20 10 12 30 Sullivan & Cromwell 208,281 29 16 13 13 10 Simpson Thacher & Bartlett 108,845 29 24 5 14 13 Shearman & Sterling 76,423 27 23 4 15 8 Morgan Lewis & Bockius 21,315 27 28 -1 16 18 Blake, Cassels & Graydon 77,049 26 21 5 17 14 Vinson & Elkins 13,647 26 23 3 18 52 Wachtell, Lipton, Rosen & Katz 85,471 24 11 13 19 16 Paul Weiss Rifkind Wharton & Garrison 22,144 24 22 2 20 7 Stikeman Elliott 14,374 24 31 -7 Source: Mergermarket The legal adviser league tables by value and volume have been run from 01-Apr-14 to 30-Jun-14 and include lapsed and withdrawn deals. The tables cover all sectors and are based on the geography of either the target, bidder or seller being US or Canadian.

NORTH AMERICA Monthly M&A Insider | July | 23 LEAGUE TABLES

ACTIVITY TABLE OF PRIVATE EQUITY FIRMS ON NORTH AMERICAN BUYOUTS

VALUE VOLUME

Ranking Ranking Q2 2014 Company name Value Deal Q2 2014 Company name Value Deal (US$m) count (US$m) count 1 Blackstone Group 8,105 4 1 Blackstone Group 8,105 4 2= CVC Capital Partners 4,000 1 2 Kohlberg Kravis Roberts & Co 3,273 4 2= Leonard Green & Partners 4,000 1 3 Golden Gate Capital 2,918 3 4 Kohlberg Kravis Roberts & Co 3,273 4 4 Warburg Pincus 1,900 3 5 Oak Hill Capital Partners 2,950 2 5 American Securities 1,800 3 6 Golden Gate Capital 2,918 3 6 Summit Partners 1,750 3 7 Warburg Pincus 1,900 3 7 Insight Venture Partners 752 3 8 American Securities 1,800 3 8 Vista Equity Partners 578 3 9 Summit Partners 1,750 3 9 Clearlake Capital Group 356 3 10 CCMP Capital Advisors 1,475 1 10 BG Capital Group - 3 11= Google Ventures 1,200 1 11 Varsity Healthcare Partners - 3 11= Kleiner, Perkins, Caufield & Byers 1,200 1 12 Oak Hill Capital Partners 2,950 2 11= Menlo Ventures 1,200 1 13 The Carlyle Group 900 2 14 Clayton, Dubilier & Rice 910 1 14 Sentinel Capital Partners 800 2 15 The Carlyle Group 900 2 15 Apollo Global Management 626 2 Source: Mergermarket Source: Mergermarket

The private equity buyout activity tables by value and volume are based on private equity firms advising the bidder on buyout deals where the dominant geography of the target company is US or Canadian. The tables by value and volume have been run from 01-Apr-14 to 30-Jun-14 and exclude lapsed and withdrawn deals.

ACTIVITY TABLE OF PRIVATE EQUITY FIRMS ON NORTH AMERICAN EXITS

VALUE VOLUME

Ranking Ranking Q2 2014 Company name Value Deal Q2 2014 Company name Value Deal (US$m) count (US$m) count 1 AlpInvest Partners 19,600 2 1 GS Capital Partners 17,675 5 2 GS Capital Partners 17,675 5 2 Accel Partners 725 5 3 Kohlberg Kravis Roberts & Co 15,300 2 3 Battery Ventures 30 5 4 TPG Capital 13,750 2 4 Austin Ventures - 5 5 Blackstone Group 13,350 1 5 New Enterprise Associates 884 4 6 Canada Pension Plan Investment Board 7,000 2 6 Draper Fisher Jurvetson 785 4 7 Pamlico Capital 6,317 2 7 Bessemer Venture Partners 643 4 8= Credit Suisse 6,250 1 8 Mayfield Fund 441 4 8= Madison Dearborn Partners 6,250 1 9 North Bridge Venture Partners 395 4 8= North Cove Partners 6,250 1 10 Google Ventures 225 4 11 Global Infrastructure Partners 5,995 1 11 The Carlyle Group 3,260 3 12 Onex Corporation 5,400 1 12 JMI Equity 1,100 3 13 Apax Partners 4,000 1 13 Genstar Capital 871 3 14 Hellman & Friedman 3,450 2 14 TSG Consumer Partners 837 3 15 The Carlyle Group 3,260 3 15 Kleiner, Perkins, Caufield & Byers 730 3 Source: Mergermarket Source: Mergermarket

The private equity exit activity tables by value and volume are based on private equity firms advising the vendor on exit deals where the dominant geography of the target company is US or Canadian. The tables by value and volume have been run from 01-Apr-14 to 30-Jun-14 and exclude lapsed and withdrawn deals.

NORTH AMERICA Monthly M&A Insider | July | 24 TREND GRAPHS

NORTH AMERICAN M&A QUARTERLY TREND NORTH AMERICAN M&A QUARTERLY PRIVATE EQUITY TREND

600 1,600 250 350

1,400 300 500 200 1,200 250 Number of deals 400 Number of deals 1,000 150 200 300 800 150 Value (US$bn) Value Value (US$bn) Value 100 600 200 100 400 50 100 200 50

Total value Mid-market value Total volume Mid-market volume Buyout value Exit value Buyout volume Exit volume

NORTH AMERICAN M&A ANNUAL TREND NORTH AMERICAN M&A ANNUAL PRIVATE EQUITY TREND

1,800 6,000 500 1,200

1,600 450 5,000 1,000 400 1,400

350

1,200 4,000 Number of deals 800 Number of deals 300 1,000 3,000 250 600 800

Value (US$bn) Value (US$bn) Value 200 600 2,000 400 150

400 100 1,000 200 200 50

0 0 0 0 2008 2009 2010 2011 2012 2013 H1 2014 2008 2009 2010 2011 2012 2013 H1 2014

Total value Mid-market value Total volume Mid-market volume Buyout value Exit value Buyout volume Exit volume

NORTH AMERICA Monthly M&A Insider | July | 25 TREND GRAPHS

NORTH AMERICAN M&A SECTOR BREAKDOWN Q2 2014

VALUE VOLUME 0.9% 0.9% 0.6% 1.5% 1.4% 2.9% 0.2% 6.9% 3.1% 16.4% Industrials & Chemicals 6.7% Industrials & Chemicals 18.9% Technology 4.5% Technology Energy, Mining & Utilities Energy, Mining & Utilities 0.3% Financial Services 8.1% Financial Services 0.3% Business Services Business Services 2.0% 20.1% Pharma, Medical & Biotech Pharma, Medical & Biotech 2.3% 16.2% Consumer Consumer 4.7% Media 9.7% Media Leisure Leisure Construction Construction Transportation Transportation 10.5% 8.1% Telecommunications Telecommunications 13.9% 24.8% 3.5% Real Estate Real Estate 10.6% Agriculture Defence

NORTH AMERICAN M&A DEAL SIZE BREAKDOWN Q2 2014

VALUE VOLUME

0.7% 0.7% 0.6% 0.7% 0.5% 0.6% 100 100 0.8% 0.9% 1.0% 1.1% 1.4% 1.4% 1.1% 1.6% 90 3.7% 3.4% 31.8% 32.3% 5.5% 4.9% 5.3% 37.5% 6.0% 5.4% 80 42.1% 95 49.1% 48.5% 4.1% 3.8% 70 58.7% 4.4% 5.4% 60 90 5.2% 17.9% 21.3% 5.0% 5.9% 21.1% 50 15.5% 13.9% 16.1% Percentage Percentage 40 85 13.3% 27.8% 27.5% 91.1% 30 20.6% 24.3% 90.6% 17.4% 88.6% 19.8% 87.6% 87.6% 87.1% 13.2% 86.3% 20 80 9.8% 9.0% 7.3% 8.2% 7.4% 5.5% 7.3% 10 12.7% 12.3% 9.3% 11.8% 10.7% 10.7% 8.3% 0 75 2008 2009 2010 2011 2012 2013 H1 2014 2008 2009 2010 2011 2012 2013 H1 2014

US$0-US$250m US$0-US$250m US$251m-US$500m US$251m-US$500m US$501m-US$2,000m US$501m-US$2,000m US$2,001m-US$5,000m US$2,001m-US$5,000m >US$5,001m >US$5,001m

NORTH AMERICA Monthly M&A Insider | July | 26 SECTOR ANALYSIS

NORTH AMERICAN SECTOR ANALYSIS Sector Q2 2014 Q2 2013 % change Value (US$m) Mrk share Deal count Value (US$m) Mrk share Deal count Value Volume Energy, Mining & Utilities 86,384 20.1% 179 29,941 15.9% 113 189% 58% Industrials & Chemicals 29,615 6.9% 212 13,613 7.2% 168 118% 26% Consumer 20,039 4.7% 105 21,080 11.2% 103 -5% 2% Financial Services 34,841 8.1% 137 9,564 5.1% 102 264% 34% Pharma, Medical & Biotech 106,764 24.8% 125 48,454 25.7% 98 120% 28% Technology 28,764 6.7% 209 17,509 9.3% 156 64% 34% Business Services 15,012 3.5% 135 18,292 9.7% 125 -18% 8% Media 9,944 2.3% 58 12,850 6.8% 33 -23% 76% Transportation 1,411 0.3% 19 157 0.1% 15 799% 27% Real Estate 6,090 1.4% 11 7,994 4.2% 10 -24% 10% Leisure 8,491 2.0% 40 1,568 0.8% 37 442% 8% Telecommunications 81,286 18.9% 12 732 0.4% 14 11,005% -14% Defence 0 0.0% 3 776 0.4% 4 -100% -25% Construction 1,321 0.3% 38 2,810 1.5% 23 -53% 65% Agriculture 107 0.0% 8 2,937 1.6% 8 -96% 0% Total 430,069 1,291 188,277 1,009 128% 28%

NORTH AMERICA Return to contents Monthly M&A Insider | July | 27 A MERGERMARKET M&A REPORT ON ASIA-PACIFIC

M&A activity at the end of Q2 saw 838 deals worth just over US$181bn, an increase over Q1 numbers of 725 deals valued at more than US$127bn. Bidders from outside Asia-Pacific completed 138 transactions worth US$24bn, with the United States accounting for 38% of inbound deals and the United Kingdom about 18%. Private equity buyout activity totalled 81 transactions worth US$20bn.

Intra-regional trends Australian mining For this quarter, China once again had the most M&A activity Helping to drive energy deals was a wave of activity in Australia’s in Asia-Pacific, with 312 transactions representing 37.2% mining sector. Deal activity in Australia ramped up in the second of volume. Deal values for the country totalled US$77bn, half of the past year and is expected to continue into 2015. In roughly 42% of total value in the region. Transactions in China Asia, foreign bidders will continue to be interested in Australia’s were highlighted by several deals involving the mining and resources sector despite a persistently strong Australian dollar. media subsectors on the heels of a trend involving industry consolidations and China’s search to secure natural resources. Recent deals include UK-based IGas Energy making a recommended offer for Dart Energy, Hong Kong-based Zhongjin Across the region, Industrials & Chemicals and Telecom, Lingnan Mining Company making a cash bid for Perilya, and Media & Technology (TMT) were the leading sectors in Canada-based Baytex Energy’s recommended cash bid for transactional volume with 167 and 161 deals, respectively, for Aurora Oil and Gas, among others. the quarter. However, in regards to total deal value in targeted sectors, TMT ranked second with US$24.4bn. Energy, Mining & Deal activity in South Korea Utilities was third at US$22.2bn. South Korea remains firmly in place as the region’s fourth Inbound interest largest participant in M&A deals in both volume and value. China, Australia and Japan held the top three spots for the Based on inbound M&A, however, China had only 21 deals (15% quarter. Although there has been an overall drop in total value of volume) worth US$2.6bn (11% of value). Australia had 38 deals this quarter – from US$25.3bn to US$14.9bn – South Korea has (28% of volume) worth US$8bn (33% of value) followed by India’s seen an increase in activity from 67 to 75 transactions. 27 transactions (20% of volume) worth US$5.5bn (23% of value). Inbound acquisitions in Australia involved a number of large-cap Private equity buyouts in South Korea for Q2 are second deals into the consumer sector, highlighted by South Africa- only to China regionally with PE firms accounting for over based Woolworth International’s US$2bn deal to acquire retailer US$1.7bn in transactions this past quarter. One particularly David Jones and private equity firm KKR’s offer of US$3bn to significant PE buyout comes from IMM Investment Corp. acquire Treasury Wine Estates. purchasing the liquefied natural gas transportation unit of Hyundai Merchant Marine. The deal was worth US$964.9m Inbound transactions targeting India also saw a number of high- and is in line with the company’s strategy to focus on value consumer sector deals reach completion. United Kingdom- containers and bulk carrier business. based premium drinks maker Diageo completed at US$3bn deal for a 26% stake in United Spirits. Also, Vodafone Group, the listed UK-based telecommunications company, through its India-based subsidiary Prime Metals Ltd, acquired a 11% stake in Vodafone India Limited, the India-based telecom operator for US$1.5bn.

Monthly M&A Insider | July | 28 DEAL OF THE QUARTER

Deal summary Announced: 16-Apr-14 Deal value: US$36.5bn

CITIC Pacific Limited has agreed to acquire 100% stake in CITIC CITIC Offshore Helicopter Co Ltd, and 100% stakes in CITIC Limited from CITIC Group Corporation and Beijing CITIC Enterprise Press, CITIC Tianjin, CITIC Tourism, Guoan Club and certain stake Management Co Ltd. in CITIC Investment (HK) Ltd., China International Economic Consultants, CITIC Capital Mansion and CITIC Building. TERMS: • Cash consideration of CN¥49.92bn (US$8.03bn). FINANCING: • The cash consideration will be financed through equity fund • Equity consideration by issue of 16,578,756,438 CITIC raising, and if required, through internal cash resources, Pacific consideration shares to Citic Group at a value of bank borrowings or other means. CN¥177.01bn (US$28.463bn). • The equity funding will be made through the placing of • The 16,578,756,438 consideration shares and 4,675,123,032 4,675,123,032 CITIC Pacific shares. placing shares will be issued at price of HK$13.48 (US$1.74) per share. RATIONALE: SUBSIDIARIES OF CITIC LIMITED AND THE • The acquisition will provide CITIC Pacific with an opportunity SHAREHOLDING STRUCTURE: to acquire a multi-industry platform in China and will enable the enlarged group to capitalise on the opportunities arising CITIC Limited as a conglomerate is engaged in financial services, from China’s economic development. real estate and infrastructure, engineering contracting, resources and energy, manufacturing and other activities. The following • It will broaden CITIC Pacific’s debt financing channels and is the information about the stake held by CITIC Limited in its will also help the company in raising debt financing through various subsidiaries: various bond products and channels in China’s domestic securities market. • Financial Services: 66.95% stake in CITIC Bank, 20.30% stake in CITIC Securities, 100% stake in CITIC Trust, 50% • It will enable CITIC Pacific to completely utilise and integrate stake in CITIC Prudential, 73.02% stake in CITIC Kingview the business networks, customer base, government Capital, 100% stake in CITIC Finance and certain stakes in relationships and other resources of CITIC Limited. CITIC Industrial Investment and CITIC Holdings. • The transaction will expand CITIC Pacific’s net assets by over • Real Estate and Infrastructure: 88.37% stake in CITIC four times. Real Estate, 100% stake in CITIC Heye, 100% stake in CITIC Industrial Investment and certain stakes in CITIC Hong Kong and CITIC-POWER Investments Co Limited. POST DEAL DETAILS: • Post completion, CITIC Pacific will hold a 100% stake in • Engineering Contracting: 100% stakes in CITIC Construction CITIC Limited. and CITIC Engineering Design. • CITIC Group will hold 18,677,492,723 shares of CITIC Pacific, • Resources and Energy: 59.41% stake in CITIC Resources, representing 75% of CITIC Pacific’s enlarged share capital of 100% stake in CITIC Metal, CITIC United Asia and certain 24,903,323,630 shares. The remaining 25% will be free float. stakes in CITIC Australia, CITIC Kazakhstan and CITIC Projects Management (HK) Limited. • CITIC Pacific intends to change its name from CITIC Pacific Limited to CITIC Limited along with its Chinese name, subject • Manufacturing: 71.04% stake in CITIC Heavy Industries and to approval by the shareholders at the EGM. 100% stake in CITIC Dicastal. • CITIC Limited will be renamed CITIC Corporation Limited. • Other businesses: 18.33% stake in CITIC Telecom International, 37.59% stake in Asiasat, 42.18% stake in

ASIA-PACIFIC Monthly M&A Insider | July | 29 DEAL OF THE QUARTER

EXPECTED COMPLETION: • On 26-Mar-14, the parties involved In the transaction had signed framework agreement for the transaction. The transaction is expected to be completed by 29-Aug-14. • Prior to the acquisition, CITIC Group held 99.99% stake CONDITIONS: and CITIC Enterprise Management held 0.1% stake in CITIC Limited. • CITIC Pacific’s independent shareholders approval. • CITIC Group held 57.51% stake in CITIC Pacific. • PRC Ministry of Finance approvals. UPDATE: • PRC Ministry of Commerce approval. • 14-May-14: The total consideration has been revised to • China Securities Regulatory Commission approval. CN¥227bn (US$36.5bn). • Other PRC regulatory authorities’ approval. UPDATE: BACKGROUND: • 03-Jun-14: CITIC Pacific Limited has received shareholders approval to acquire CITIC Limited from CITIC Group • As at Dec-13, CITIC Limited had HK$267.779bn (US$34.54bn) Corporation and Beijing CITIC Enterprise Management Co Ltd. of assets and HK$159.47bn (US$20.57bn) of liabilities.

• It reported earnings of CN¥49.68bn (US$8.21bn) in 2013, compared to CN¥40.76bn (US$6.73bn) in 2012.

• CITIC Limited deals into Financial Service, Real Estate and Infrastructure, Engineering Contracting, Resources and Energy, Manufacturing, telecommunications, leasing and sales of satellite transponders, general aviation, publishing, comprehensive outsourcing services, tourism and football club through its various subsidiaries.

Advisers Target/Seller Bidder Financial - Financial China Securities Co Ltd; CITIC Securities Co Ltd; Morgan Stanley; and Somerley Limited Legal - Legal Freshfields Bruckhaus Deringer LLP; and JiaYuan Law Offices PR - PR Brunswick Group

Mergermarket/dealReporter intelligence 11-Apr-14 CITIC Pacific to announce capital injection plan next Wednesday 16-Apr-14 CITIC Pacific to acquire CITIC Limited from CITIC Group for US$36.5bn 17-Apr-14 CITIC Pacific’s US$36.5bn acquisition of CITIC Limited may not get minority shareholders’ support due to high valuation 14-May-14 CITIC Pacific to hold EGM on 03-Jun-14 to consider proposed acquisition of CITIC Ltd from CITIC Group

ASIA-PACIFIC Monthly M&A Insider | July | 30 DEAL OF THE QUARTER

Bidder CITIC Pacific Limited Headquarters 32nd Floor CITIC Tower 1 Tim Mei Avenue Central Hong Kong Sector Other Description Hong Kong-based company engaged in steel manufacturing, iron ore mining, property development, infrastructure, power generation, distribution services, and telecommunication services

Target CITIC Limited Headquarters South Road Chaoyang District Beijing Capital Mansion 100004 Beijing China Sector Other Description China-based state-owned conglomerate engaged in financial, real estate, engineering contracting, energy and resources, infrastructure construction, machinery manufacturing, IT, and other business

Seller CITIC Group Corporation Headquarters 6th Floor Xinyuan South Road 10004 Beijing China Sector Other Description China-based conglomerate engaged in investment in financial services, information technology, engineering services and infrastructure

ASIA-PACIFIC Monthly M&A Insider | July | 31 TOP DEALS & EXPECTED DEALS

TOP 10 ASIA-PACIFIC ANNOUNCED DEALS OF Q2 2014

Announced Bidder company Target company Target dominant Seller company Exit multiples (x) Bid premia Deal sector 1-day value Revenue EBITDA P/E before (US$m)

16-Apr-14 CITIC Pacific Limited CITIC Limited Other CITIC Group Corporation 0.90 3.11 --36,501

23-Apr-14 Transurban Group; AustralianSuper Queensland Transportation QIC Limited --- -6,195 Pty Ltd; and Tawreed Investments Ltd Motorways Pty Limited

14-May-14 Temasek Holdings Pte Ltd; Tokio CITIC Pacific Limited Other - 4.79 29.25 8.93 -1.7% 5,100 Marine & Nichido Fire Insurance (11.78% stake) Co Ltd; China Life Insurance Company Limited; Fubon Life Insurance Co Ltd; National Council for Social Security Fund; Mizuho Bank Ltd; Qatar Holding LLC; ICBC International Holdings Limited; CTBC Life Insurance Co Ltd; Beijing Infrastructure Investment (Hong Kong) Limited; AIA Company Limited; Safe Investment Company Limited; East Global Investments Limited; Harmony Glory Investment Limited; and Giant Wave Investments Limited

01-Apr-14 Oversea Chinese Banking Wing Hang Bank Financial - n/a n/a 17.43 1.6% 4,953 Corporation Limited Limited Services

02-Apr-14 COFCO Corporation Noble Agri Limited Agriculture Noble Group Limited 0.37 -- -4,000 (51% stake)

07-Apr-14 Sun Pharmaceutical Industries Ranbaxy Pharma, Medical Daiichi Sankyo Company 2.21 29.00 - -0.5% 3,967 Limited Laboratories Limited & Biotech Limited

30-May-14 CK ENV Investments Pty Ltd Envestra Ltd. Energy, Mining - 8.80 12.24 20.00 -2.2% 3,741 (82.54% stake) & Utilities

15-Apr-14 Diageo Plc United Spirits Consumer - ---18.5% 3,140 Limited (26% stake)

26-May-14 Daum Communications Corporation Kakao Corporation Technology - 15.68 - 54.21 - 3,134

20-May-14 Kohlberg Kravis Roberts & Co LP Treasury Wine Consumer - 1.94 24.87 72.31 15.2% 3,106 Estates Limited

n/a=not applicable Source: Mergermarket Based on announced deals, including lapsed and withdrawn bids Based on dominant geography of target company being Asia-Pacific Data correct as of 04-Jul-14

ASIA-PACIFIC Monthly M&A Insider | July | 32 TOP DEALS & EXPECTED DEALS

PIPELINE OF ASIA-PACIFIC EXPECTED DEALS

Situation Target company Sector Potential bidder Financial adviser to Seller company Market cap/ Comments company bidder (B); target (T); est value seller (S) (US$m)

Expected Essar Oil Limited Energy, Mining Essar Energy - Essar Oil Limited US$246.6m On 20-Jun-14, Essar Oil received deal & Utilities Holdings Ltd (shareholders) a proposal from Essar Energy Holdings for delisting its shares from stock exchange, where 137m shares currently held by public shareholders, representing 27.53% stake in the target company, will be acquired with a floor price of INR108.18 (US$1.8).

Expected Kasumi Co Ltd; MaxValu Consumer Aeon Co Ltd; - - US$479.9m On 19-May-14, Aeon and Marubeni deal Kanto Holding Co Ltd; and Marubeni planned to integrate Kasumi, and Maruetsu Inc Corporation Maruetsu and MaxValu into a joint holding company by March 2015. As a result, Kasumi and Maruetsu will be delisted, and Aeon and Marubeni will hold 70% and 30% stake respectively in the holding company. The joint holding company will then be listed.

Expected RH Petrogas Limited Energy, Mining China Huadian Advising target: Surreyville Pte Ltd; US$468m On 23-May-14, China Huadian has deal & Utilities Corporation Credit Suisse Sharptone Investments approached Surreyville, Sharptone Limited; and RH Capital and RH Capital, the contolling Limited shareholders of RH Petrogas to acquire a part of or all of its shares. Till 21-Jun-14, they still haven’t signed any definitive agreement.

Expected Roc Oil Company; and Energy, Mining Roc Oil Company Advising target: - US$381.3m On 16-Jun-14, ROC announced a deal Horizon Oil Limited & Utilities Lazard; RISC; UBS merger plan amining to merge with Advising bidder: Horizon Oil. Under the proposal, Miro Advisors; Roc shareholders will own 42% of JB North the merged entity and Horizon Oil shareholders will own 58%. Roc requires full due dillgence access and information.

Expected Sichuan Tianyi Science Industrials & ChemChina - - US$620m On 25-Jun-14, ChemChina planned deal and Technology Co Ltd Chemicals Asset Company to launch a mandatory tendor offer for part of the shares in Sichuan Tianyi Science and Technology.

Expected SOCAM Development Ltd Construction - - Shui On Company US$573.2m On 31-Mar-14, the board of directors deal Limited of SOCAM Development’s controlling shareholder, Shui On Company Limited may sell its entire 48.43% share in SOCAM. On 01-Jul-14, the due diligence on the company has been completed.

Expected United Envirotech Ltd Energy, Mining - - - US$1066m On 07-Jul-14, United Envirotech deal & Utilities was approached by parties interested in buying shares of the company.

Expected deals based on confirmed announcements by companies involved.

ASIA-PACIFIC Monthly M&A Insider | July | 33 LEAGUE TABLES

TOP 20 ASIA-PACIFIC FINANCIAL ADVISERS VALUE

Ranking Q2 2014 Q2 2013 Q2 2014 Q2 2013 Company name Value Deal count Value Value change (US$m) (US$m) (%) 1 5 Morgan Stanley 59,660 24 17,146 248.0% 2 25 Somerley Limited 46,554 3 3,790 1,128.3% 3 8 CITIC Securities 43,989 11 13,714 220.8% 4 29 China Securities 43,593 7 2,805 1,454.1% 5 15 Goldman Sachs 33,282 20 9,173 262.8% 6 6 Citi 26,923 16 16,045 67.8% 7 22 Bank of America Merrill Lynch 17,936 12 4,927 264.0% 8 1 JPMorgan 15,575 13 23,318 -33.2% 9 2 Credit Suisse 14,286 14 21,474 -33.5% 10 9 Macquarie Group 13,067 18 13,690 -4.6% 11 23 Rothschild 12,698 21 4,320 193.9% 12 3 Lazard 11,977 8 19,735 -39.3% 13 53 Nomura Holdings 11,953 10 771 1,450.3% 14 14 KPMG 11,951 27 9,926 20.4% 15 - Grant Samuel 11,726 7 - - 16 97 Gresham Advisory Partners 9,807 6 140 6,905.0% 17 4 UBS Investment Bank 9,281 12 18,225 -49.1% 18 36 Deutsche Bank 9,200 11 1,845 398.6% 19 - AquAsia 6,195 1 - - 20 - BMO Capital Markets 5,850 1 - - Source: Mergermarket

TOP 20 ASIA-PACIFIC FINANCIAL ADVISERS VOLUME

Ranking Q2 2014 Q2 2013 Q2 2014 Q2 2013 Company name Value Deal count Deal count Deal count (US$m) change 1 1 PwC 4,906 28 32 -4 2 2 KPMG 11,951 27 24 3 3 6 Morgan Stanley 59,660 24 14 10 4 31 Rothschild 12,698 21 4 17 5 7 Goldman Sachs 33,282 20 14 6 6 10 Macquarie Group 13,067 18 12 6 7 18 Citi 26,923 16 7 9 8 9 Credit Suisse 14,286 14 12 2 9 4 JPMorgan 15,575 13 15 -2 10 8 Deloitte 1,243 13 13 0 11 14 Bank of America Merrill Lynch 17,936 12 9 3 12 5 UBS Investment Bank 9,281 12 15 -3 13 19 CITIC Securities 43,989 11 7 4 14 33 Deutsche Bank 9,200 11 4 7 15 40 Nomura Holdings 11,953 10 3 7 16 41 Haitong Securities 2,088 10 3 7 17 43 Southwest Securities 900 9 3 6 18 16 Lazard 11,977 8 8 0 19 148 Great Wall Securities 1,330 8 1 7 20 26 China Securities 43,593 7 5 2 Source: Mergermarket The financial adviser league tables by value and volume have been run from 01-Apr-14 to 30-Jun-14 and exclude lapsed and withdrawn deals. The tables cover all sectors and are based on the geography of either the target, bidder or seller being Asia-Pacific excluding Japan.

ASIA-PACIFIC Monthly M&A Insider | July | 34 LEAGUE TABLES

TOP 20 ASIA-PACIFIC LEGAL ADVISERS VALUE

Ranking Q2 2014 Q2 2013 Q2 2014 Q2 2013 Company name Value Deal count Value Value change (US$m) (US$m) (%) 1 7 Freshfields Bruckhaus Deringer 51,035 9 13,725 271.8% 2 12 JiaYuan Law 44,759 10 9,490 371.6% 3 5 King & Wood Mallesons 19,408 35 14,350 35.2% 4 2 Linklaters 14,044 11 21,373 -34.3% 5 3 Clifford Chance 12,103 17 17,619 -31.3% 6 1 Herbert Smith Freehills 11,521 24 31,692 -63.6% 7 22 White & Case 11,166 8 5,118 118.2% 8 21 Allens 10,971 15 5,783 89.7% 9 47 Kim & Chang 8,381 23 2,042 310.4% 10 18 Slaughter and May 8,093 2 7,009 15.5% 11 20 Amarchand & Mangaldas & Suresh A Shroff 7,974 13 6,131 30.1% 12 23 Davis Polk & Wardwell 7,239 7 4,991 45.0% 13 178 Weil Gotshal & Manges 6,888 8 63 10,833.3% 14 13 Minter Ellison 6,579 12 9,340 -29.6% 15 37 Kirkland & Ellis 6,537 5 3,194 104.7% 16 29 Allen & Gledhill 6,296 8 3,871 62.6% 17= - Dentons 5,850 1 - - 17= - Estudio Grau 5,850 1 - - 17= - Rodrigo Elias & Medrano 5,850 1 - - 20 10 Simpson Thacher & Bartlett 5,092 11 11,179 -54.5% Source: Mergermarket

TOP 20 ASIA-PACIFIC LEGAL ADVISERS VOLUME

Ranking Q2 2014 Q2 2013 Q2 2014 Q2 2013 Company name Value Deal count Deal count Deal count (US$m) change 1 3 King & Wood Mallesons 19,408 35 20 15 2 2 Herbert Smith Freehills 11,521 24 21 3 3 4 Kim & Chang 8,381 23 19 4 4 10 Clifford Chance 12,103 17 14 3 5 12 Allens 10,971 15 12 3 6 7 Baker & McKenzie 3,070 15 16 -1 7 35 O'Melveny & Myers 2,803 15 6 9 8 58 Lee & Ko 3,465 14 4 10 9 13 Ashurst 2,759 14 11 3 10 6 Amarchand & Mangaldas & Suresh A Shroff 7,974 13 17 -4 11 20 Norton Rose Fulbright 663 13 8 5 12 5 Minter Ellison 6,579 12 17 -5 13 9 Linklaters 14,044 11 14 -3 14 25 Simpson Thacher & Bartlett 5,092 11 7 4 15 14 AZB & Partners 1,601 11 11 0 16 55 Grandway Law 1,206 11 4 7 17 26 JiaYuan Law 44,759 10 7 3 18 44 Johnson Winter & Slattery 4,703 10 5 5 19 17 Shin & Kim 3,627 10 10 0 20 18 Zhong Lun Law 1,971 10 9 1 Source: Mergermarket The legal adviser league tables by value and volume have been run from 01-Apr-14 to 30-Jun-14 and include lapsed and withdrawn deals. The tables cover all sectors and are based on the geography of either the target, bidder or seller being Asia-Pacific excluding Japan.

ASIA-PACIFIC Monthly M&A Insider | July | 35 LEAGUE TABLES

ACTIVITY TABLE OF PRIVATE EQUITY FIRMS ON ASIA-PACIFIC BUYOUTS

VALUE VOLUME

Ranking Ranking Q2 2014 Company name Value Deal Q2 2014 Company name Value Deal (US$m) count (US$m) count 1 Temasek Holdings 7,779 6 1 Temasek Holdings 7,779 6 2 Hopu Investment Management 4,000 1 2 Morgan Stanley Private Equity 701 4 3 CDH Investments 2,210 3 3 The Carlyle Group 581 4 4 Sagard Private Equity Partners 2,031 1 4 Sequoia Capital 440 4 5 Yunfeng Capital 1,246 2 5 CDH Investments 2,210 3 6 Kohlberg Kravis Roberts 1,235 1 6 Standard Chartered Private Equity 540 3 7 Insight Venture Partners 1,002 2 7 CVC Capital Partners 317 3 8 IMM Private Equity 965 1 8 Yunfeng Capital 1,246 2 9 GIC Special Investments 922 2 9 Insight Venture Partners 1,002 2 10 Innovation Network Corporation of Japan 897 2 10 GIC Special Investments 922 2 Source: Mergermarket Source: Mergermarket

The private equity buyout activity tables by value and volume are based on private equity firms advising the bidder on buyout deals where the dominant geography of the target company is Asia-Pacific. The tables by value and volume have been run from 01-Apr-14 to 30-Jun-14 and exclude lapsed and withdrawn deals.

ACTIVITY TABLE OF PRIVATE EQUITY FIRMS ON ASIA-PACIFIC EXITS

VALUE VOLUME

Ranking Ranking Q2 2014 Company name Value Deal Q2 2014 Company name Value Deal (US$m) count (US$m) count 1 DeA Capital 2,046 1 1 Richland Equities 452 2 2 NiXEN Partners 2,031 1 2 Accel Partners 156 2 3 Apax Partners 1,749 1 3 DeA Capital 2,046 1 4 Baugur Group 772 1 4 NiXEN Partners 2,031 1 5 Warburg Pincus 752 1 5 Apax Partners 1,749 1 6 Crestview Partners 700 1 6 Baugur Group 772 1 7 Tiger Global Management 684 1 7 Warburg Pincus 752 1 8 3i Group 644 1 8 Crestview Partners 700 1 9 Morningside Group 497 1 9 Tiger Global Management 684 1 10 Richland Equities 452 2 10 3i Group 644 1 Source: Mergermarket Source: Mergermarket

The private equity exit activity tables by value and volume are based on private equity firms advising the vendor on exit deals where the dominant geography of the target company is Asia-Pacific. The tables by value and volume have been run from 01-Apr-14 to 30-Jun-14 and exclude lapsed and withdrawn deals.

ASIA-PACIFIC Monthly M&A Insider | July | 36 TREND GRAPHS

ASIA-PACIFIC M&A QUARTERLY TREND ASIA-PACIFIC M&A QUARTERLY PRIVATE EQUITY TREND

200 1,000 25 120

180 900 100 160 800 20

140 700

80 Number of deals Number of deals 120 600 15

100 500 60 Value ( US$ bn) Value 80 400 (US$bn) Value 10 40 60 300

40 200 5 20 20 100

Total value Mid-market value Total volume Mid-market volume Buyout value Exit value Buyout volume Exit volume

ASIA-PACIFIC M&A ANNUAL TREND ASIA-PACIFIC M&A ANNUAL PRIVATE EQUITY TREND

500 3,500 70 350

3,000 60 300 400

2,500 50 250 Number of deals Number of deals 300 2,000 40 200

1,500 30 150 Value (US$bn) Value 200 (US$bn) Value

1,000 20 100

100 500 10 50

0 0 0 0 2008 2009 2010 2011 2012 2013 H1 2014 2008 2009 2010 2011 2012 2013 H1 2014

Total value Mid-market value Total volume Mid-market volume Buyout value Exit value Buyout volume Exit volume

ASIA-PACIFIC Monthly M&A Insider | July | 37 TREND GRAPHS

ASIA-PACIFIC M&A GEOGRAPHIC BREAKDOWN Q2 2014

VALUE VOLUME

1.3% 1.5% 1.7% 1.5% 3.4% 1.1% 8.8% China China 3.5% 1.7% Australia Australia 4.0% Hong Kong Hong Kong 9.4% 37.1% 7.4% South Korea South Korea 42.4% India India Singapore Singapore 3.1% Japan Japan 8.3% Thailand Thailand Kazakhstan 7.6% Kazakhstan Taiwan Taiwan 9.7% Other Other 9.0%

17.0% 4.6% 15.9%

ASIA-PACIFIC M&A SECTOR BREAKDOWN Q2 2014

VALUE VOLUME

1.0% 2.3% 0.2% 2.4% 0.4% 12.3% Industrials & Chemicals 3.1% 20.0% Industrials & Chemicals 23.1% Technology 4.2% Technology

Energy, Mining & Utilities 4.9% Energy, Mining & Utilities 10.2% Consumer Consumer Business Services Business Services 1.3% 5.5% Financial Services Financial Services 1.3% Pharma, Medical & Biotech Pharma, Medical & Biotech 8.0% 13.2% 1.3% Leisure 6.3% Leisure 1.7% 2.8% Media Media Transportation Transportation 2.9% 7.5% 7.3% Construction Construction 4.1% Real Estate 11.1% Real Estate 4.2% 7.5% Agriculture 7.8% Agriculture 4.4% 7.4% Telecommunications 10.3% Telecommunications Defence Defence Other Other

ASIA-PACIFIC Monthly M&A Insider | July | 38 TREND GRAPHS

ASIA-PACIFIC M&A DEAL SIZE BREAKDOWN Q2 2014

VALUE VOLUME

0.4% 0.4% 0.3% 0.4% 0.3% 0.2% 0.4% 100 100 0.9% 1.0% 1.5% 0.8% 0.9% 0.8% 1.1% 13.5% 11.6% 90 19.9% 20.6% 23.3% 24.4% 4.5% 4.7% 5.3% 29.6% 5.4% 4.4% 5.2% 5.3% 80 17.5% 95 27.2% 17.0% 16.6% 70 13.5% 17.9% 5.7% 5.1% 5.6% 15.7% 5.3% 5.9% 5.6% 60 90 6.6% 34.1% 50 28.8% 30.4% 26.2% 29.7% 25.8% 22.2% Percentage 40 Percentage 85

30 13.4% 11.2% 11.1% 12.2% 12.5% 88.7% 12.0% 12.0% 88.5% 87.9% 87.7% 88.5% 88.1% 86.6% 20 80

22.0% 23.4% 10 20.5% 21.5% 20.4% 21.8% 20.5%

0 75 2008 2009 2010 2011 2012 2013 H1 2014 2008 2009 2010 2011 2012 2013 H1 2014

US$0-US$250m US$0-US$250m US$251m-US$500m US$251m-US$500m US$501m-US$2,000m US$501m-US$2,000m US$2,001m-US$5,000m US$2,001m-US$5,000m >US$5,001m >US$5,001m

SECTOR ANALYSIS ASIA-PACIFIC SECTOR ANALYSIS Sector Q2 2014 Q2 2013 % change Value (US$m) Mrk share Deal count Value (US$m) Mrk share Deal count Value Volume Energy, Mining & Utilities 22,190 12.3% 92 29,593 24.0% 68 -25.0% 35.3% Financial Services 18,402 10.2% 61 8,795 7.1% 69 109.2% -11.6% Industrials & Chemicals 14,537 8.0% 165 10,864 8.8% 168 33.8% -1.8% Technology 13,595 7.5% 110 5,818 4.7% 64 133.7% 71.9% Consumer 13,487 7.5% 86 22,737 18.4% 89 -40.7% -3.4% Transportation 13,313 7.4% 35 6,662 5.4% 25 99.8% 40.0% Real Estate 7,890 4.4% 20 20,082 16.3% 46 -60.7% -56.5% Media 7,536 4.2% 41 1,476 1.2% 22 410.7% 86.4% Pharma, Medical & Biotech 7,342 4.1% 52 3,160 2.6% 56 132.3% -7.1% Leisure 5,215 2.9% 46 3,665 3.0% 46 42.3% 0% Agriculture 5,105 2.8% 19 229 0.2% 10 2,126.0% 90.0% Telecommunications 3,137 1.7% 8 1,678 1.4% 6 86.9% 33.3% Defence 2,417 1.3% 2 1,628 1.3% 2 48.5% 0% Business Services 2,401 1.3% 65 1,627 1.3% 71 47.6% -8.5% Construction 2,344 1.3% 26 5,497 4.5% 38 -57.4% -31.6% Other 41,761 23.1% 3 - - - 0% 0% Total 180,671 831 123,512 780 46.3% 6.5%

ASIA-PACIFIC Return to contents Monthly M&A Insider | July | 39 A MERGERMARKET M&A REPORT ON EUROPE

As confidence returned to the markets, US$285.8bn worth of deals in Q2 2014 finally approximated the pre-recession results and elevated the whole H1 performance to its highest level in five years. The first six months of 2014 generated a value of US$457.8bn, which constitutes the best performing half-year since H2 2008’s US$504.5bn.

Q2 2014 alone has the highest quarter result since Q3 2008 Private Equity (US$287.4bn) and is the second highest Q2 since Q2 2007 (US$583.4bn). The last three months have also over-performed European Private Equity exits this quarter (US$45bn, 182 deals) the Q1 2014 value of US$172m by 65%. For the third consecutive increased 73.7% in value and 30.9% in volume when compared quarter, deal values are on the rise making us observe the most with Q1 2014 data. The semi-annual result (US$70.9bn) already consistent positive trend since 2005. equals the 81% of the full 2013 exits value (US$87.4bn).

This outcome owes a credit to several mega deals, the top ten Thus far, 2014 has brought confidence and higher returns on of which have accounted for US$151.2bn, a large chunk of one- private equity investments as the average exit value jumped to third of all European M&A activity this quarter. Investors paid US$247m in Q2 2014, the highest since Q2 2012. 72% more for each deal signed, boosting the average deal size On the buyout side, there were 485 deals signed so far this to US$207bn, the highest figure after Q3 2008, when deals were year and they were all together valued at US$57.6bn. This priced at an average of US$226m. year, Q2 kept the upward trend accounting for 235 deals worth Three out of the 10 largest investments within Europe were US$33.8bn. These figures boosted the average deal size coming from across the Atlantic, including the number one showing a preference for slightly less deals with higher value. purchase of Covidien by the US-based Medtronic (US$45.9bn). Cinven Limited, the UK-based private equity company, was the This transaction along side with two more top deals: Novartis seller and the bidder in two of the Top European deals in Q2 acquisition of GlaxoSmithKline Plc’s Oncology division and 2014: the secondary buyout targeting Norway-based software Eli Lilly and Company’s takeover of Animal Health Division; company, Visma AS, a transaction valued at US$3.5bn and the contributed to Pharma, Medical & Biotech sector’s US$87.9bn divestment of a 34.6% stake in Numericable for US$5.3bn. total value and placed it on top of the sectors ranking – a 383% improvement compared to the value of H1 2013 (US$18.2bn). League tables The second largest sector was Telecommunications with Goldman Sachs leads the Q2 value ranking of the financial only 40 deals in total, yet valued high at US$68.2bn. The real advisory firms. The company facilitated 38 mergers and driving force was Vivendi’s US$23.3bn disposal of French SFR, acquisitions of a combined value of US$152.2bn, which is 150% a mobile and fixed-line telecommunication service provider, to higher than Q2 2013’s US$60.8bn. Citi came second, assisting the Luxembourg-based Altice. Announced on 5 April, right at on 31 deals worth US$118.5bn. Rothschild led Q2 2014 league the beginning of the quarter, it noticeably distorted the sector’s tables by deal count, with 57 transactions, followed by KPMG position in the ranking. Industrials & Chemicals became the with 54 deals. third biggest sector with its 574 deals valued at US$55.6bn. Legal matters were led by Freshfields Bruckhaus Deringer, The value-based tables point at the USA as the leader of all coming first in both value and volume tables, advising on 55 Europe-targeted transactions in 2014 (US$101.4bn). In the deals worth US$171.2bn. In second place for value listing was same period of the last year a total of US$58bn also placed the Cleary Gottlieb Steen & Hamilton (US$134.4bn). country as the top investor in the same ranking. The most active region for H1 2014 was the UK with 451 transactions.

Monthly M&A Insider | July | 40 DEAL OF THE QUARTER

Deal summary Announced: 15-Jun-14 Deal value: US$45,894m

Medtronic Inc.a (Medtronic) [NYSE: MDT], the US-based RATIONALE: medical company entered into definitive agreement to acquire • The transaction will enable Medtronic and Covidien to create Covidien Plc (Covidien) [NYSE: COV], the Ireland-based US listed a company having a comprehensive product portfolio and healthcare company. broad global reach to improve healthcare outcomes.

• The transaction will also enable Medtronic to serve more TERMS: number of patients and address the demands of its current • The offer price is US$93.22 in cash and share per healthcare marketplace more efficiently. Covidien share. • Medtronic will be able to provide broader array of • The offer is made of US$35.19 cash and 0.956 Medtronic complementary therapies and solutions. share for every 1 share of Covidien, equivalent to US$58.03, using Medtronic share price one day prior to the • Medtronic will accelerate its core strategies of Therapy announcement date. Innovation, Globalisation and Economic Value. These synergies include the benefits of optimising global back- • The offer price represents a premium of 29.4% based on office, manufacturing and distribution infrastructure, as well Covidien’s closing share price of US$72.02 per share on as the elimination of redundant public company costs which 13-Jun-14, one day prior to the announcement date excludes any potential revenue synergies.

• The offer price represents a premium of 29.1% based • The acquisition will be accretive to Medtronic’s cash earnings on Covidien’s closing share price of 72.18 per share on in FY 2016 and GAAP earnings by FY 2018. 13-May-14, one month prior to the announcement.

• The offer price values the entire equity of Covidien at POST DEAL DETAILS: US$42.05bn. • The combined entity will have a comprehensive product portfolio with 87,000 employees in more than 150 countries TERMINATION: and revenues of US$27bn, including US$3.7bn from emerging markets. • The merger will have a termination date on 15-Mar-15, by which day it will have to become effective and • Medtronic and Covidien will be combined into a newly formed wholly unconditional. entity, to be called as Medtronic plc.

• The transaction is subject to a termination fee of US$850m, • Medtronic plc principal executive office will be located in payable by Medtronic to Covidien within three business days. Ireland and will be led by Mr. Ishrak and will continue to have its operational headquarters in Minneapolis, where • If a superior offer were to emerge for Covidien, the company Medtronic Inc currently employs more than 8,000 people. would be required to give Medtronic at least three business days to make adjustments to its current offer before • Medtronic shareholders will own 70% and Covidien Covidien’s board of directors could effect a change of shareholders will own 30% of the newly formed entity. recommendation of the deal. • The new company’s shares will be traded on New York Stock Exchange. FINANCING: • Medtronic will also commit approximately US$10bn over • Medtronic has secured US$2.8bn and US$13.5bn fully 10 years in technology investments. underwritten financing commitments from Bank of America to finance the cash portion and to pay off the expenses related to the transaction.

EUROPE Monthly M&A Insider | July | 41 DEAL OF THE QUARTER

CONDITIONS: • Medtronic shareholders approval. - MOFCOM (China).

• Covidien shareholders approval. - IAA (Israel).

• High Court sanction. - KFTC (South Korea).

• Approval for listing on NYSE of the New Medtronic Shares. - Rekabet Kurumu (Turkey).

• Regulatory approvals: - JFTC (Japan).

- EC (Europe). - FAS (Russia).

- HSR (USA). - Competition Bureau (Canada).

Sources of funding Equity provider Amount (US$m) Stake Debt provider Terms - n/a Bank of America Merrill Lynch n/a

Exit multiples – Y/E 31-Mar-12 Premium analysis Multiples Value (US$m) Offer price per share (US$) 93.21 Revenue 4.5 10,235 1 day before 29.43% EBITDA 16.5 2,774 1 month before 29.15% EBIT 21.5 2,132 1 day after 7.46% Earnings 27.4 1,600 Pre-rumour 29.44%

Advisers Target/Seller Bidder Financial Goldman Sachs Financial Perella Weinberg Partners Legal Arthur Cox; Skadden Arps Slate Meagher & Flom; Legal A&L Goodbody; Cleary Gottlieb Steen & Slaughter and May; Sullivan & Cromwell Hamilton; Freshfields Bruckhaus Deringer (Advising Goldman Sachs); and Wachtell, Lipton, (Advising Perella Weinberg Partners); Rosen & Katz Matheson (Advising Perella Weinberg Partners); Shearman & Sterling (Advising Bank of America Merrill Lynch); and William Fry (Advising Bank of America Merrill Lynch) PR Joele Frank Wilkinson Brimmer Katcher PR Brunswick Group

Mergermarket/dealReporter intelligence 05-Jun-14 Medtronic to exercise option to buy Corventis 13-Jun-14 Medtronic agrees to acquire Covidien for approximately US$42.9bn

EUROPE Monthly M&A Insider | July | 42 DEAL OF THE QUARTER

Bidder Medtronic Inc Headquarters 710 Medtronic Pkwy NE LC-110 Minneapolis, MN 55432 Sector Medical Description US-based company that provides products and therapies for use by medical professionals

Target Covidien Plc Headquarters 20 Lower Hatch Street Dublin 2, Ireland Sector Pharma, Medical & Biotech Description Ireland-based healthcare company engaged in the development, manufacture and sale of healthcare products

EUROPE Monthly M&A Insider | July | 43 TOP DEALS & EXPECTED DEALS

TOP 10 EUROPEAN ANNOUNCED DEALS OF Q2 2014

Announced Bidder company Target company Target dominant Seller company Exit multiples (x) Bid premia Deal sector 1-day value Revenue EBITDA P/E before (US$m)

15-Jun-14 Medtronic Inc Covidien Plc Pharma, Medical - 4.5 16.5 27.4 29.4% 45,894 & Biotech

07-Apr-14 Holcim Ltd Lafarge SA Construction - 1.9 9.4 31.4 2.4% 39,968

05-Apr-14 Altice SA SFR SA Telecommunications Vivendi SA --- -23,297

22-Apr-14 Novartis AG GlaxoSmithKline Plc Pharma, Medical GlaxoSmithKline Plc --- -14,500 (Oncology division) & Biotech

22-Apr-14 Eli Lilly and Company Novartis Animal Health Inc Pharma, Medical Novartis AG 4.9 -- -5,400 Limited & Biotech

07-Apr-14 Altice SA Numericable Telecommunications Cinven Limited; and 4.8 11.2 53.1 12.5% 5,338 (34.6% stake) The Carlyle Group

07-May-14 Jacobs Douwe Egberts D.E Master Blenders Consumer Mondelez International Inc; --- -5,000 1753 NV; and Mondelez and Acorn Holdings BV International Inc (coffee business outside France)

12-Jun-14 Amaya Gaming Group Inc Oldford Group Limited Leisure Mark Scheinberg 4.5 11.7 - 4,900 (private individual)

28-Apr-14 Cinven Limited Visma AS Business Services HgCapital; Montagu Private 3.3 15.9 --3,495 Equity LLP; and Kohlberg Kravis Roberts & Co LP

16-Apr-14 Rolls-Royce Plc Rolls-Royce Power Industrials & Daimler AG --- -3,360 Systems AG (50% stake) Chemicals

Based on announced deals, including lapsed and withdrawn bids Source: Mergermarket Based on dominant geography of target company being European Data correct as of 08-Jul-14

EUROPE Monthly M&A Insider | July | 44 TOP DEALS & EXPECTED DEALS

PIPELINE OF EUROPEAN EXPECTED DEALS

Situation Target Sector Potential bidder Financial adviser to Seller Market cap/ Comments company company bidder (B); target company est value (T); seller (S) (US$m)

Potential Brylcreem Consumer - PwC Unilever 1,703 Unilever, the Anglo-Dutch listed consumer-goods sale group, has mandated PwC to look at sale options for its Brylcreem unit, The Sunday Telegraph reported. The unsourced report said a number of smaller personal-care brands are also being considered for sale alongside the Brylcreem hair-products division. International competitors, particularly in China and India, are expected to be interested in the acquisition, the report said. Unilever paid GBP 1bn (€1.3bn) to acquire Brylcreem and other brands from Chicago-based Sara Lee five years ago, the report noted. It said the FTSE 100-listed group is now focusing on 15 operations it has identified as “power brands”. Neither Unilever nor PwC wished to comment, the item reported.

Potential John Holland Construction Lend Lease - - 1,410 Lend Lease, the ASX-listed property group, acquisition may bid for John Holland, the Australian construction business being sold by Leighton Holdings, the Australian Financial Review reported. According to the unsourced report in the paper’s Street Talk column, Lend Lease is the only locally listed buyer capable of buying all of John Holland, which could be valued between AU$1bn (US$938m) and AU$1.5bn. The item noted that Lend Lease recently earned AU$1.2bn from the sale of its stake in the Bluewater shopping centre. But the report pointed out, on the other hand, that Lend Lease’s appetite for such a large acquisition is questionable. The company has previously stated that it does not want its construction book to exceed AU$20bn. The report claimed that as of December the book stood at AU$15.5bn. The paper said the Australian Competition and Consumer Commission (ACCC) could take a look at any. offer by Lend Lease because it might result in too much concentration in the construction sector. The item said at this point overseas players, including KBR, Samsung C&T, and Bouygues are considered the most likely buyers. It said Leighton could still overhaul John Holland before the sale and extract certain parts of the business to add to its operations. The report claimed that parts of John Holland could interest local players such as Laing O’Rourke. The report said indicative offers for John Holland are due by the end of July.

EUROPE Monthly M&A Insider | July | 45 TOP DEALS & EXPECTED DEALS

Situation Target Sector Potential bidder Financial adviser to Seller Market cap/ Comments company company bidder (B); target company est value (T); seller (S) (US$m)

Potential Tullow Oil Energy, Mining Russian Technologies - - 7,700 Rostec, a Russian state corporation, is looking acquisition (Ugandan & Utilities State Corporation to acquire upstream oil assets in Uganda to feed Assets) that country’s first oil refinery it is bidding for, a source told this news service. The Russian entity is part of a consortium, alongside VTB Capital and Tatneft, bidding for the construction of the Hoima oil refinery, situated near the Albert Basin oil field. Should it win, it would need to secure feedstock for the refinery, which will have a capacity of 60,000 bbl/d. Other firms bidding for the refinery include China Petroleum Pipeline Bureau, Petrofac, SK Energy, Marubeni and Vitol. The winning bidder is expected to be announced in July. “Rostec is looking to make a decision on how to acquire the upstream assets within the next six months,” the source said. “It’s a chicken-and-egg situation. There is a need to know how, and this guarantee is also required so that debt financing can be accessed to build the oil refinery.” Assets of interest to Rostec include the Tullow [LON:TLW] stake in the Albert Basin oil field, the source said. It is also looking at other assets in Uganda and the Democratic Republic of the Congo, and may participate in upcoming licensing rounds. But Tullow does not intend to sell its assets in Uganda, and it has not begun a process to sell any Ugandan assets, a spokesperson said. “Tullow remains committed to Uganda for the long term and the company will stay in Uganda for the development and production phase.” Earlier this year, however, Tullow’s chief operating officer said the firm would consider selling a part of its stake in the Albert Basin in favour of concentrating on its assets in neighbouring Kenya. Tullow owns 33% of the Albert Basin, after farming out to Total and CNOOC in 2012. Tullow and its partners have estimated the oil field to yield a production volume of 200,000 bbl/d. So a Tullow’s stake would cover the needs of the refinery, a sector analyst said. Tullow is yet to receive a production license from the Ugandan government, which the source and a Ugandan banker believe would delay a potential deal. “Many of us expect Tullow to sell down its stake or sell out completely once it receives licensing. It would be a good thing,” the analyst noted. “The company could cash in and avoid the capex associated with the working interest.” Tullow obtained exploration licenses in Uganda in 2004, and made significant oil discoveries in the Albert Basin in 2006, according to its website. It applied for a production license for the Albert Basin last year. It has not yet been granted by the government, though it is expected shortly, the banker said. The banker also said Tullow’s relationship with the government was difficult. He cited a dispute over the government claim for US$400m in capital gains tax after Heritage Oil sold assets worth US$1.45bn to Tullow in 2010. Earlier this month, the government repossessed the Ngassa oil field from Tullow, after it missed its appraisal deadlines. “CNOOC and Total appear to be less of a target. Nothing is off the table. A likely transaction would be with Tullow,” the banker added. Tullow’s market cap is GB£7.7bn

EUROPE Monthly M&A Insider | July | 46 TOP DEALS & EXPECTED DEALS

Situation Target Sector Potential bidder Financial adviser to Seller Market cap/ Comments company company bidder (B); target company est value (T); seller (S) (US$m)

Potencial Nemetschek Business Services Dassault Systemes SA - - 906 Nemetschek could be on radar of Dassault Acquisition Systemes – report (translated) Story Dassault Systemes, the French software specialist, could be interested in taking over German rival Nemetschek, Der Aktionaer suggested without naming sources. The German magazine pointed out that Dassault Systemes has been named a potential bidder for Nemetschek repeatedly. The report highlighted that Nemetschek would be an ideal fit for Dassault Systemes’ product portfolio. Der Aktionaer highlighted that the German Nemetschek family still holds more than 50% in Nemetschek and has repeatedly expressed its commitment to the company. However, the article speculated that the family may be tempted by an attractive offer. Nemetschek has a market cap of €664m.

Potencial Dialog Industrials & AMS - - 4,897 Dialog Semiconductor, a computer chip group Merger Semiconductor Chemicals listed in the UK, and Austrian chipmaker AMS are in early-stage discussions over a merger, the Financial Times reported. The report, which cited unnamed sources who know about the matter, said that it could be an equal merger, under which Dialog would be delisted and incorporated into AMS’s listing in Switzerland. Dialog, which is headquartered in Germany, has a market cap of about €1.7bn while AMS’s market cap is around CHF2.1bn (€1.9bn), the report added.

Potencial Antares OOO Telecommunications TransTelecom - - 562 Russian telco TransTelecom (TTK) is interested Acquisition in Antares, the Russian telecom operator that owns frequencies suitable for the construction of fourth-generation mobile networks (4G LTE) across Russia, reported Vedomosti. The Russian daily cited sources close to both companies and an unspecified member of the board of directors of RZD, confirming ongoing talks with Antares’ owner Yevgeny Roitman. RZD, the state-owned Russian railway company, holds a 100% stake in TTK. The deal may involve a merger of the companies, as a result of which Antares’ owner would become a minority shareholder in TTK, one of the sources told the paper. According to a source close to TTK, the deal may be considered by RZD’s board of directors in early July. The value of Antares was not disclosed in the report. Vedomosti also reported that since 2006, RZD had been signalling plans to sell a non-controlling stake in TTK to a private investor. In 2012, TTK was valued at RUB 19bn (US$562.3m), based on internal interim assessment, the report added.

Expected deals based on confirmed announcements by companies involved.

EUROPE Monthly M&A Insider | July | 47 LEAGUE TABLES

TOP 20 EUROPEAN FINANCIAL ADVISERS VALUE

Ranking Q2 2014 Q2 2013 Q2 2014 Q2 2013 Company name Value Deal count Value Value change (US$bn) (US$bn) (%) 1 1 Goldman Sachs 152.2 38 60.8 150.5% 2 9 Citi 118.5 31 32.0 270.2% 3 2 Morgan Stanley 109.8 28 51.0 115.5% 4 3 Lazard 103.1 40 44.4 132.3% 5 10 Bank of America Merrill Lynch 86.1 27 30.9 178.2% 6 5 BNP Paribas 77.6 21 43.9 76.7% 7 7 JPMorgan 77.1 29 42.7 80.6% 8 11 Credit Suisse 76.4 17 26.4 189.3% 9 19 Perella Weinberg Partners 74.6 6 12.2 510.0% 10 14 Rothschild 70.4 57 25.4 177.1% 11 16 Societe Generale 67.2 14 19.9 238.2% 12 - Zaoui & Co 59.7 4 - - 13 4 Barclays 56.5 22 44.2 27.7% 14 12 UBS Investment Bank 45.1 20 26.4 71.0% 15 6 Deutsche Bank 44.8 19 43.3 3.5% 16 18 HSBC 44.2 5 16.2 171.9% 17 35 Credit Agricole 30.5 10 3.8 697.7% 18 - Arkle Associates 14.5 1 - - 19 - Centerview Partners 13.2 6 - - 20 34 Santander Global Banking and Markets 9.7 6 3.9 150.0% Source: Mergermarket

TOP 20 EUROPEAN FINANCIAL ADVISERS VOLUME

Ranking Q2 2014 Q2 2013 Q2 2014 Q2 2013 Company name Value Deal count Deal count Deal count (US$bn) change 1 5 Rothschild 70.0 57 40.0 17 2 4 KPMG 6.0 54 45.0 9 3 1 PwC 5.0 50 59.0 -9 4 3 Deloitte 2.0 45 45.0 0 5 7 Lazard 103.0 40 31.0 9 6 6 Goldman Sachs 152.0 38 33.0 5 7 13 Citi 119.0 31 22.0 9 8 10 JPMorgan 77.0 29 24.0 5 9 12 Morgan Stanley 110.0 28 23.0 5 10 17 Bank of America Merrill Lynch 87.0 28 19.0 9 11 2 EY 8.0 28 54.0 -26 12 9 BDO 2.0 23 28.0 -5 13 16 Barclays 56.0 22 20.0 2 14 8 BNP Paribas 78.0 21 29.0 -8 15 14 UBS Investment Bank 45.0 20 22.0 -2 16 19 Deutsche Bank 45.0 19 18.0 1 17 18 Credit Suisse 76.0 17 19.0 -2 18 20 Societe Generale 67.0 15 18.0 -3 19 15 Canaccord Genuity 5.0 14 22.0 -8 20 25 UniCredit Group 3.0 14 12.0 2 Source: Mergermarket The financial adviser league tables by value and volume have been run from 01-Apr-14 to 30-Jun-14 and exclude lapsed and withdrawn deals. The tables cover all sectors and are based on the geography of either the target, bidder or seller being European.

EUROPE Monthly M&A Insider | July | 48 LEAGUE TABLES

TOP 20 EUROPEAN LEGAL ADVISERS VALUE

Ranking Q2 2014 Q2 2013 Q2 2014 Q2 2013 Company name Value Deal count Value Value change (US$bn) (US$bn) (%) 1 1 Freshfields Bruckhaus Deringer 171.2 55 50.9 236.6% 2 8 Cleary Gottlieb Steen & Hamilton 134.4 17 24.7 444.8% 3 30 Sullivan & Cromwell 88.6 9 7.7 1,052.7% 4 2 Linklaters 81.5 49 40.9 99.4% 5 6 Skadden Arps Slate Meagher & Flom 81.2 12 25.8 215.5% 6 33 Slaughter and May 75.6 16 5.4 1,292.2% 7 165 Blake, Cassels & Graydon 75.2 7 0.3 22,766.6% 8 123 Baer & Karrer 59.9 7 0.6 9,329.3% 9 - Wachtell, Lipton, Rosen & Katz 56.7 6 - - 10 27 Arthur Cox 51.6 6 8.6 496.8% 11 12 Matheson 51.4 3 17.4 196.0% 12 21 A&L Goodbody 45.9 3 9.9 363.1% 13 192 Amarchand & Mangaldas & Suresh A Shroff & Co 42.3 5 0.2 17,602.5% 14 58 Homburger 41.9 3 2.9 1,349.9% 15 160 AZB & Partners 40.4 6 0.4 11,193.3% 16 5 Allen & Overy 38.9 34 25.8 50.6% 17 69 Bredin Prat 36.8 11 2.1 1,693.1% 18 118 Franklin Societe d'Avocats 29.2 4 0.7 4,054.1% 19 169 Ropes & Gray 29.1 7 0.3 9,093.7% 20 50 Hogan Lovells International 28.9 27 3.2 792.1% Source: Mergermarket

TOP 20 EUROPEAN LEGAL ADVISERS VOLUME

Ranking Q2 2014 Q2 2013 Q2 2014 Q2 2013 Company name Value Deal count Deal count Deal count (US$bn) change 1 4 Freshfields Bruckhaus Deringer 171.2 55 46.0 9 2 2 Linklaters 81.5 49 51.0 -2 3 3 Clifford Chance 27.2 44 50.0 -6 4 10 White & Case 18.7 39 29.0 10 5 5 CMS 1.8 37 45.0 -8 6 7 Allen & Overy 38.9 34 41.0 -7 7 1 DLA Piper 4.0 34 65.0 -31 8 11 Jones Day 16.8 32 28.0 4 9 8 Hogan Lovells International 28.9 27 31.0 -4 10 12 Latham & Watkins 18.2 27 25.0 2 11 22 Vinge 2.1 26 18.0 8 12 6 Baker & McKenzie 17.4 25 42.0 -17 13 42 Mannheimer Swartling 3.9 24 12.0 12 14 15 King & Wood Mallesons 3.7 24 21.0 3 15 13 Weil Gotshal & Manges 25.1 23 22.0 1 16 43 Squire Patton Boggs 1.3 18 12.0 6 17 25 Cleary Gottlieb Steen & Hamilton 134.4 17 15.0 2 18 49 Norton Rose Fulbright 2.6 17 11.0 6 19 9 Eversheds 0.6 17 31.0 -14 20 64 Slaughter and May 75.6 16 9.0 7 Source: Mergermarket The legal adviser league tables by value and volume have been run from 01-Apr-14 to 30-Jun-14 and include lapsed and withdrawn deals. The tables cover all sectors and are based on the geography of either the target, bidder or seller being European.

EUROPE Monthly M&A Insider | July | 49 LEAGUE TABLES

ACTIVITY TABLE OF PRIVATE EQUITY FIRMS ON EUROPEAN BUYOUTS

VALUE VOLUME

Ranking Ranking Q2 2014 Company name Value Deal Q2 2014 Company name Value Deal (US$m) count (US$m) count 1 Kohlberg Kravis Roberts & Co 7,755 4 1 LDC 187 6 2 HgCapital 6,990 2 2 Kohlberg Kravis Roberts & Co 7,755 4 3 Cinven 4,188 2 3 Ardian 2,939 4 4 Astorg Partners 3,264 2 4 PAI Partners 1,076 4 5 Ardian 2,939 4 5 Nordic Capital 1,012 4 6 Triton Partners 2,805 2 6 Intermediate Capital Group 505 4 7 Temasek Holdings Pte 2,695 2 7 Bowmark Capital 241 3 8= CDH Investments 2,031 1 8 CapMan 86 3 8= Sagard Private Equity Partners 2,031 1 9= Aurelius - 3 10 Clayton, Dubilier & Rice 1,651 1 9= EQT Partners - 3 11 Montagu Private Equity 1,632 1 9= Intera Equity Partners - 3 12 TPG Capital 1,475 2 9= Naxicap Partners - 3 13 Warburg Pincus 1,328 1 13 HgCapital 6,990 2 14 PAG Capital 1,142 1 14 Cinven 4,188 2 15 Permira 1,104 2 15 Astorg Partners 3,264 2 Source: Mergermarket Source: Mergermarket

The private equity buyout activity tables by value and volume are based on private equity firms advising the bidder on buyout deals where the dominant geography of the target company is European. The tables by value and volume have been run from 01-Apr-14 to 30-Jun-14 and exclude lapsed and withdrawn deals.

ACTIVITY TABLE OF PRIVATE EQUITY FIRMS ON EUROPEAN EXITS VALUE VOLUME

Ranking Ranking Q2 2014 Company name Value Deal Q2 2014 Company name Value Deal (US$m) count (US$m) count 1 Cinven 7,630 3 1 3i Group 2,570 5 2 HgCapital 7,291 2 2 Cinven 7,630 3 3 Kohlberg Kravis Roberts & Co 6,990 1 3 The Carlyle Group 6,087 3 4 The Carlyle Group 6,087 3 4 Synergo SGR 65 3 5 Montagu Private Equity 3,640 2 5 Bencis Capital Partners - 3 6 Astorg Partners 3,264 2 6 HgCapital 7,291 2 7 CVC Capital Partners 3,055 1 7 Montagu Private Equity 3,640 2 8 Oak Hill Capital Partners 2,850 1 8 Astorg Partners 3,264 2 9 3i Group 2,570 5 9 Bridgepoint 1,444 2 10 DeA Capital 2,046 1 10 LBO France 1,047 2 11 NiXEN Partners 2,031 1 11 IK Investment Partners 681 2 12 Ardian 1,806 1 12 Herkules Capital 290 2 13 PAI Partners 1,729 1 13 Quadrivio SGR 248 2 14 Apax Partners 1,682 1 14 Phoenix Equity Partners 218 2 15 Dubai International Capital 1,651 1 15 Baring Private Equity Partners Espana 194 2 Source: Mergermarket Source: Mergermarket

The private equity exit activity tables by value and volume are based on private equity firms advising the vendor on exit deals where the dominant geography of the target company is European. The tables by value and volume have been run from 01-Apr-14 to 30-Jun-14 and exclude lapsed and withdrawn deals.

EUROPE Monthly M&A Insider | July | 50 TREND GRAPHS

EUROPEAN M&A QUARTERLY TREND EUROPEAN M&A QUARTERLY PRIVATE EQUITY TREND

600 2,000 140 450

1,800 400 120 500 1,600 350

1,400 100

400 Number of deals 300 Number of deals 1,200 80 250 300 1,000 60 200 Value ( US$bn ) Value 800 ( US$bn ) Value 200 150 600 40 100 400 100 20 200 50

Total value Mid-market value Total volume Mid-market volume Buyout value Exit value Buyout volume Exit volume

EUROPEAN M&A ANNUAL TREND EUROPEAN M&A ANNUAL PRIVATE EQUITY TREND

1,600 8,000 350 1,600

1,400 7,000 300 1,400

1,200 6,000 1,200 250 Number of deals Number of deals 1,000 5,000 1,000 200 800 4,000 800 150 Value ( US$ bn) Value ( US$ bn) Value 600 3,000 600

100 400 2,000 400

200 1,000 50 200

0 0 0 0 2008 2009 2010 2011 2012 2013 H1 2014 2008 2009 2010 2011 2012 2013 H1 2014

Total value Mid-market value Total volume Mid-market volume Buyout value Exit value Buyout volume Exit volume

EUROPE Monthly M&A Insider | July | 51 TREND GRAPHS

EUROPEAN M&A GEOGRAPHIC BREAKDOWN Q2 2014

VALUE VOLUME

11.7% 14.4% USA USA 22.1% UK 25.3% UK 2.3% Switzerland Switzerland 2.3% France France 16.0% Luxembourg Luxembourg 4.5% Northern Europe Northern Europe 1.1% 4.9% CEE CEE 0.1% Germany Germany 13.9% Brazil 3.6% Brazil 9.6% 6.1% China China Others Others 7.0% 11.9% 8.5% 13.6% 8.9% 11.6% 0.6%

EUROPEAN M&A SECTOR BREAKDOWN Q2 2014

VALUE VOLUME

1.0% 1.4% 0.1% 0.9% 2.0% 0.1%

12.1% 3.9% 14.9% Industrials & Chemicals Industrials & Chemicals 4.0% 20.6% Consumer Consumer 4.1% Business Services Business Services 8.3% Technology Technology 5.7% 4.4% Financial Services Financial Services 1.8% 3.8% Energy, Mining & Utilities Energy, Mining & Utilities 6.8% 2.9% Pharma, Medical & Biotech Pharma, Medical & Biotech Leisure Leisure 9.8% 15.4% 5.5% Transportation Transportation 7.0% Construction Construction Media Media 2.5% 2.9% 9.6% Real Estate 7.5% Real Estate Telecommunications 12.2% Telecommunications 9.6% 19.2% Agriculture Agriculture Defence Defence

EUROPE Monthly M&A Insider | July | 52 TREND GRAPHS

EUROPEAN M&A DEAL SIZE BREAKDOWN Q2 2014

VALUE VOLUME

0.6% 0.4% 0.3% 0.4% 0.4% 0.2% 0.5% 100 100 0.7% 0.9% 0.9% 0.9% 0.8% 0.9% 1.0% 90 22.1% 98 28.6% 26.6% 2.7% 3.7% 3.5% 3.3% 33.6% 33.9% 3.7% 4.0% 3.9% 80 96 44.4% 43.1% 2.9% 70 94 3.2% 3.2% 3.7% 2.9% 25.7% 4.2% 3.6% 18.7% 20.4% 60 92 20.7% 18.7%

50 15.0% 17.5% 90 Percentage Percentage 40 29.1% 28.9% 27.5% 88 20.9% 25.3% 30 19.2% 86 93.1% 92.4% 91.7% 22.5% 92.1% 91.6% 90.6% 91.1% 20 8.5% 9.0% 9.8% 10.3% 84 8.3% 9.5% 6.3% 10 16.3% 14.6% 14.3% 82 13.1% 12.6% 14.4% 10.6% 0 80 2008 2009 2010 2011 2012 2013 H1 2014 2008 2009 2010 2011 2012 2013 H1 2014

US$0-US$250m US$0-US$250m US$251m-US$500m US$251m-US$500m US$501m-US$2,000m US$501m-US$2,000m US$2,001m-US$5,000m US$2,001m-US$5,000m >US$5,001m >US$5,001m

SECTOR ANALYSIS

EUROPEAN SECTOR ANALYSIS Sector Q2 2014 Q2 2013 % change Value (US$m) Mrk share Deal count Value (US$m) Mrk share Deal count Value Volume Telecommunications 68,172 14.9% 40 46,660 13.9% 44 46% -9% Industrials & Chemicals 55,441 12.1% 573 32,626 9.7% 587 70% -2% Energy, Mining & Utilities 43,947 9.6% 197 66,520 19.9% 205 -34% -4% Consumer 37,988 8.3% 432 35,138 10.5% 434 8% -0% Financial Services 25,385 5.5% 212 64,761 19.3% 227 -61% -7% Media 8,338 1.8% 110 12,442 3.7% 107 -33% 3% Real Estate 26,044 5.7% 57 8,374 2.5% 46 211% 24% Business Services 17,386 3.8% 342 10,726 3.2% 332 62% 3% Pharma, Medical & Biotech 87,904 19.2% 192 18,211 5.4% 158 383% 22% Technology 13,127 2.9% 271 6,228 1.9% 242 111% 12% Transport 11,575 2.5% 116 16,251 4.9% 113 -29% 3% Agriculture 4,321 0.9% 29 1,693 0.5% 42 155% -31% Leisure 13,085 2.9% 124 9,006 2.7% 126 45% -2% Construction 44,634 9.8% 113 3,567 1.1% 101 1,151% 12% Defence 379 0.1% 5 2,799 0.8% 11 -86% -55% Total 457,726 1 2,813 335,002 1 2,775 37% 1%

EUROPE Return to contents Monthly M&A Insider | July | 53 A MERGERMARKET M&A REPORT ON THE MIDDLE EAST & AFRICA

In sharp contrast to Q1’s subdued performance, deal activity in the Middle East and Africa (ME&A) offered a more refreshing picture in Q2 2014, with both value and volume on the rise. US$14.1bn-worth of deals were signed between April and June, a 109.9% increase on the January-March period (US$6.7bn).

Since 2007, only 2013 posted better figures in the second in a press release. Amethis would target minority stakes in small quarter (US$21.6bn), but this was largely due to a single to medium-sized company, partially as a consequence of capital high-value transaction – the US$7.5bn joint venture between inflows pushing up prices on larger targets. The fund is backed Investment Corporation of Dubai and Mubadala Development by the Edmond de Rothschild Group. Amethis’s successful Company in June 2013. By taking out this deal, value activity fundraising followed hard on the heels of Carlyle’s closing of its in Q2 2014 and Q2 2013 reached identical levels. A less rosy first sub-Saharan Africa fund at US$ 698m in April. Private equity picture emerged however when comparing half-year figures, group Abrjaa, based in Dubai, also expects to complete four with the second quarter’s pick-up barely able to offset Q1’s low further transactions in the region by the end of the year and raise numbers. With US$20.8bn worth of deals, H1 2014 was 39.3% an additional US$500m to US$700m in capital. down on the same period in 2013 (US$34.3bn), and the worst first-half since 2009 (US$9.6bn). Although the investment case The Technology, Media & Telecommunications sector (TMT) saw for buying into the region is only expected to strengthen in the the greatest volume of deals in Q2 2014 at US$4bn, a 3,365% long run, whether this year’s M&A activity can rise to the highs increase on last year, when it was one of the worst performing seen in last four years remains to be seen. sectors in terms of value (US$116m). Three of the biggest deals were telecom-related, including Q2’s largest – the purchase Private equity offered mixed results in the second quarter. of a 51% stake in Orascom Telecom Algerie by the Algerian While buyout deals dropped sharply to US$ 373m – a 69.2% national investment fund (Fonds National d’Investissement) decrease on Q2 2013 and the lowest quarterly figure since for US$2.6bn. This flurry of activity in the TMT arena points to Q2 2012 – exits climbed to US$ 2.7bn – a 150% rise on Q1 a process of consolidation among telecom operators facing 2014 and the best quarterly figure since Q1 2008. On the back the challenges of patchy infrastructure networks and regular of increasing valuations and buoyant equity markets across power cuts. Given the underlying trends in population growth the globe, private equity firms appear keen to cash out on and mobile phone penetration, the future for the sector looks their investments and realise large profits. The biggest exit promising – the continent leads the world in non-bank payments transaction was Apax Partner’s sale of its 56% stake in Israeli using mobile phones and Sub-Saharan Africa is the fastest food producer Tnuva Food Industries for US$ 1.8bn. According growing region in terms of mobile subscriptions, according to to press reports, the deal could value the company at as much data collected by research group Analysys Mason. as US$ 2.6bn, compared to the US$ 1.03bn valuation when Apax bought into it in 2008. As a result of this transaction, The more active markets after TMT in Q2 2014 were Energy, Apax Partners topped Q2 2014 exits league table for the region. Mining & Utilities (US$2.7bn, down 55% on the previous year), Consumer (US$1.6bn, up 19%), and Construction (US$1.6bn, On the buyout front, private equity firm Kohlberg Kravis up 610%). In Q2 2013 Industrial & Chemicals was the dominant Roberts & Co (KKR) retained its leading position, following segment (US$10.5bn), followed by Energy (US$6.1bn), its US$200m investment in Ethiopia-based rose grower and Consumer (US$1.5bn), and TMT (US$1.2bn). distributor Afriflora. This is KKR’s first direct investment in Africa, to which more will follow, said Johannes Huth, Head After coming ninth in Q2 2013’s Financial Adviser league table, for Europe and ME&A. “This investment reflects the long- Goldman Sachs climbed to the top position at US$3.9bn-worth term commitment of our firm to the wider Africa region”, he of deals, with Bank of America Merrill Lynch and Standard said, adding that the firm looks forward to making further Chartered coming in second and third, with US$3.4bn and investments through its private equity, infrastructure and US$3.3bn respectively. energy platforms. KKR topped also Q2 2013’s buyout league table, on the back of its 90% stake acquisition of Alliance Tire Group of Israel for US$625m.

As a vote of confidence on Africa’s growth potential, private equity firm, Amethis, announced in June that it raised US$530m for its fund dedicated to long-term investments in the region, “showing increasing interest of US and European investors”, the firm said

Monthly M&A Insider | July | 54 DEAL OF THE QUARTER

Deal summary Announced: 22-May-14 Deal value: US$1,749m

Bright Food (Group) Co., Ltd. has agreed to acquire 56% stake in • Bright Food is committed to keep Tnuva center of operations Tnuva Food Industries Ltd. from Apax Partners LLP. including its management, production and development in Israel itself. Bright Food (Group) Co., Ltd. (Bright Food), the China-based company engaged in food, real estate, service, tourism and • A representative of Bright Food will serve as the Chairman urban industries. of Tnuva while the other members in the management will continue to serve the company with its current role. Tnuva Food Industries Ltd. (Tnuva), the Israel-based producer and distributor of dairy and frozen food products. EXPECTED COMPLETION: Apax Partners LLP (Apax), the UK-based private equity firm. The transaction is expected to complete within weeks.

TERMS: CONDITION: • US$960m will be paid for 56.1% stake in Tnuva, valuing the company at US$2.5bn • Regulatory approval.

• The consideration represents 10 times of Tnuva’s 2013 adjusted EBITDA BACKGROUND: • In January 2007, Apax, Mivtach and Kibbutzim acquired Tnuva, for a total consideration US$1,025m. TERMINATION FEE: • If any of the party terminate the agreement, then it would • Of which, Apax and Mivtach together held 76.7% stake in be liable to pay NIS 140m (US$m) as compensation to the Tnuva while the remaining was held by Kibbutzim. other party. • Tnuva had reported revenues of ILS7.17bn (US$2067.87m) in 2013.

RATIONALE: • Concurrently, Tnuva has filed an prospectus with the Israeli • The acquisition will enable Bright Food to expand its authorities to hold its IPO in May 2014 if the acquisition fails. dairy foods business in the Chinese market and thereby give access to Tnuva’s technological know-how in dairy • Of which, the new shares will represent 10% stake of Tnuva production business. and 15% stake of Apax respectively.

POST DEAL DETAILS: • Mivtach Shamir Holdings Ltd (Mivtach) will hold 20.7% stake in Tnuva while the remaining 23.3% stake will be held by the Israelian consortium formed by Kibbutzim, Moshavim and the Kibbutz Economic Organizations (Kibbutzim).

Exit multiples – Y/E 31-Dec-12 Premium analysis Multiples Value (US$m) Offer price per share (US$) - Revenue 1.2 2,067.87 1 day before - EBITDA 10.1 248.47 1 month before - EBIT - - Earnings 11.4 150

MIDDLE EAST & AFRICA Monthly M&A Insider | July | 55 DEAL OF THE QUARTER

Advisers Target/Seller Bidder Financial Goldman Sachs Financial Citi Legal Global Law Office Legal Freshfields Bruckhaus Deringer

Mergermarket/dealReporter intelligence 13-Jul-13 Tnuva mulls TASE IPO 04-Sep-13 Bright Food confirms talks over buying Tnuva, will also consider other appropriate acquisition targets 11-Nov-13 Apax begins talks to increase stake in Tnuva 13-Jan-14 Tnuva board approves pushing forward with IPO 11-Feb-14 Bright Food to start talks on buying controlling interest in Tnuva this week 20-Mar-14 Tnuva to file for IPO in days; Bright Food still in takeover talks 28-Apr-14 Tnuva’s sale to China’s Bright Food to be signed in two weeks 13-May-14 Bright Food (Group) still in talks for Tnuva acquisition, deal won’t be signed this week 21-May-14 Tnuva signs deal to sell 56% stake to Bright Food 23-May-14 Bright Food Group acquires 56% stake in Tnuva from Apax Partner 09-Jun-14 Bright Food in talks with banks for US$700m-US$800m equivalent loan to back 56% stake acquisition in Tnuva

Bidder Bright Food (Group) Co Ltd Headquarters No. 7, Lane 263 Huashan Road Shanghai Shanghai China Sector Conglomerate Description China-based company engaged in food, real estate, service, tourism and urban industries

Target Tnuva Food Industries Ltd Headquarters Rav Mecher Building Gillot Junction Ramat Hasharon Tel Aviv Israel Sector Consumer – food Description Israel-based producer and distributor of dairy and frozen food products

Seller Apax Partners LLP Headquarters 33 Jermyn Street London Greater London United Kingdom Sector Financial Services Description UK-based private equity firm investing in tech & telecom, media, retail and consumer, healthcare and the financial services sectors

MIDDLE EAST & AFRICA Monthly M&A Insider | July | 56 TOP DEALS

TOP 10 MIDDLE EASTERN & AFRICAN ANNOUNCED DEALS OF Q2 2014

Announced Bidder company Target company Target dominant Seller company Exit multiples (x) Bid premia Deal sector 1-day value Revenue EBITDA P/E before (US$m)

18-Apr-14 Fonds National Orascom Telecom Algerie Telecommunications Global Telecom Holding SAE 2.9 4.9 --2,643 d'Investissement SPA (51% stake)

22-May-14 Bright Food (Group) Tnuva Food Industries Ltd Consumer Apax Partners LLP 1.2 10.1 11.4 - 1,749 Co Ltd (56.1% stake)

13-Jun-14 Government of Chad Chevron Global Energy Inc Energy, Mining Chevron Global Energy Inc --- -1,300 (Producing Oil Concession & Utilities in Southern Chad) (25% stake); and Chevron Global Energy Inc (Export Pipeline Interests) (21% stake)

04-Jun-14 Lafarge Africa Plc Lafarge South Africa Construction Lafarge SA --- -1,171 (Pty) Ltd; AshakaCem PLC (58.61% stake); United Cement Company of Nigeria (Ltd) (35% stake); and Atlas Cement Company Limited

19-May-14 Vodacom Group Limited Neotel Telecommunications Tata Communications --- -676 Ltd; Nexus Connexion; and Communitel Telecommunications (Pty) Ltd

05-May-14 Maroc Telecom Atlantique Telecom Group; Telecommunications Emirates --- -650 and Prestige Telecom SA Telecommunications Corporation

22-Apr-14 A consortium led by Fajr National Petroleum Energy, Mining - --- -500 Capital Limited Services & Utilities

10-Jun-14 Octodec Investments Ltd Premium Properties Ltd Real Estate - 7.5 13.2 5.9 -1.0% 463 (85.81% stake)

30-May-14 Qualcomm Incorporated Wilocity Ltd Technology Benchmark Capital; --- -300 Sequoia Capital; Jerusalem Global Ventures; Tallwood Venture Capital; and Vintage Ventures Management Ltd

19-May-14 Fairfax Financial Commercial International Financial Services Actis LLP --40.9 - 299 Holdings Limited Bank (Egypt) SAE (6.5% stake)

Based on announced deals, including lapsed and withdrawn bids Source: Mergermarket Based on dominant geography of target company being Middle East or Africa Data correct as of 08-Jul-14

MIDDLE EAST & AFRICA Monthly M&A Insider | July | 57 LEAGUE TABLES

TOP 20 MIDDLE EASTERN & AFRICAN FINANCIAL ADVISERS VALUE

Ranking Q2 2014 Q2 2013 Q2 2014 Q2 2013 Company name Value Deal count Value Value change (US$m) (US$m) (%) 1 9 Goldman Sachs 3,931 3 1,336 194.2% 2 5 Bank of America Merrill Lynch 3,390 4 1,911 77% 3 4 Standard Chartered 3,306 4 2,571 28.6% 4 15 Citi 3,165 3 587 439% 5 10 JPMorgan 3,006 3 1,330 126% 6 6 Rothschild 2,919 4 1,714 70.3% 7 - FTI Consulting 2,643 1 - - 8 27 Standard Bank Group 2,465 5 284 768% 9 39 Deutsche Bank 2,201 2 131 1,580.2% 10= - Grant Samuel 2,010 1 - - 10= - Gresham Advisory Partners 2,010 1 - - 10= - Macquarie Group 2,010 1 - - 13 2 Credit Suisse 1,831 2 4,465 -59.0% 14 13 Investec 1,740 9 728 139.0% 15= - Evercore Partners Inc 1,682 1 - - 15= - Smith Square Partners 1,682 1 - - 17 7 Barclays 1,539 4 1,622 -5.1% 18 3 UBS Investment Bank 1,383 2 2,795 -50.5% 19 - Rand Merchant Bank 1,350 9 - - 20 43 QInvest 1,201 1 100 1,101% Source: Mergermarket

TOP 20 MIDDLE EASTERN & AFRICAN FINANCIAL ADVISERS VOLUME

Ranking Q2 2014 Q2 2013 Q2 2014 Q2 2013 Company name Value Deal count Deal count Deal count (US$m) change 1 4 Investec 1,740 9 5 4 2 - Rand Merchant Bank 1,350 9 - - 3 6 Standard Bank Group 2,465 5 5 0 4 3 Bank of America Merrill Lynch 3,390 4 5 -1 5 15 Standard Chartered 3,306 4 2 2 6 7 Rothschild 2,919 4 4 0 7 10 Barclays 1,539 4 3 1 8 61 BDO 547 4 1 3 9 16 Goldman Sachs 3,931 3 2 1 10 5 Citi 3,165 3 5 -2 11 11 JPMorgan 3,006 3 3 0 12 - BNP Paribas 1,025 3 - - 13 44 Deutsche Bank 2,201 2 1 1 14 2 Credit Suisse 1,831 2 5 -3 15 14 UBS Investment Bank 1,383 2 2 0 16 24 PSG Capital 232 2 2 0 17 - Leaf Capital (Pty) 213 2 - - 18 1 PwC 35 2 6 -4 19 - Bravura Corporate Finance 15 2 - - 20 - FTI Consulting 2,643 1 - - Source: Mergermarket The financial adviser league tables by value and volume have been run from 01-Apr-14 to 30-Jun-14 and exclude lapsed and withdrawn deals. The tables cover all sectors and are based on the geography of either the target, bidder or seller being Middle East & Africa, including Israel.

MIDDLE EAST & AFRICA Monthly M&A Insider | July | 58 LEAGUE TABLES

TOP 20 MIDDLE EASTERN & AFRICAN LEGAL ADVISERS VALUE

Ranking Q2 2014 Q2 2013 Q2 2014 Q2 2013 Company name Value Deal count Value Value change (US$m) (US$m) (%) 1 12 Freshfields Bruckhaus Deringer 4,581 6 1,521 201.2% 2 3 Linklaters 4,499 6 7,820 -42.5% 3 93 Gibson Dunn & Crutcher 3,643 3 0 - 4 46 Webber Wentzel 3,397 7 285 1,092% 5 68 Herbert Smith Freehills 3,211 2 30 10,603% 6 - Shearman & Sterling 2,678 2 - - 7 9 Clifford Chance 2,441 4 1,724 42% 8 2 Latham & Watkins 2,388 5 8,068 -70.4% 9 - Gilbert + Tobin 2,243 3 - - 10 66 Jones Day 2,105 4 40 5,163% 11= - Global Law Office 1,749 1 - - 11= 23 Herzog, Fox and Neeman 1,749 1 695 151.7% 13= 83 Berwin Leighton Paisner 1,682 1 6 27,933% 13= - Macfarlanes 1,682 1 - - 15 - Akin Gump Strauss Hauer & Feld 1,656 3 - - 16= - Debevoise & Plimpton 1,651 1 - - 16= 62 Loyens & Loeff 1,651 1 47 3,413% 18 - Blake, Cassels & Graydon 1,451 2 - - 19 21 Edward Nathan Sonnenbergs 1,397 7 857 63% 20 94 Gide Loyrette Nouel 1,372 1 0 - Source: Mergermarket

TOP 20 MIDDLE EASTERN & AFRICAN LEGAL ADVISERS VOLUME

Ranking Q2 2014 Q2 2013 Q2 2014 Q2 2013 Company name Value Deal count Deal count Deal count (US$m) change 1 6 Bowman Gilfillan Africa Group 917 10 7 3 2 9 Webber Wentzel 3,397 7 5 2 3 4 Edward Nathan Sonnenbergs 1,397 7 7 0 4 10 Freshfields Bruckhaus Deringer 4,581 6 4 2 5 16 Linklaters 4,499 6 3 3 6 13 DLA Cliffe Dekker Hofmeyr 376 6 4 2 7 7 Latham & Watkins 2,388 5 6 -1 8 1 Allen & Overy 772 5 9 -4 9 104 King & Wood Mallesons 406 5 1 4 10 2 Clifford Chance 2,441 4 8 -4 11 70 Jones Day 2,105 4 1 3 12 93 Gibson Dunn & Crutcher 3,643 3 1 2 13 - Gilbert + Tobin 2,243 3 - - 14 - Akin Gump Strauss Hauer & Feld 1,656 3 - - 15 3 White & Case 286 3 8 -5 16 24 Stibbe 181 3 2 1 17 20 Norton Rose Fulbright 147 3 3 0 18 14 Werksmans 142 3 4 -1 19 30 Herbert Smith Freehills 3,211 2 2 0 20 - Shearman & Sterling 2,678 2 - - Source: Mergermarket The legal adviser league tables by value and volume have been run from 01-Apr-14 to 30-Jun-14 and include lapsed and withdrawn deals. The tables cover all sectors and are based on the geography of either the target, bidder or seller being Middle East & Africa, including Israel.

MIDDLE EAST & AFRICA Monthly M&A Insider | July | 59 LEAGUE TABLES

ACTIVITY TABLE OF PRIVATE EQUITY FIRMS ON MIDDLE EASTERN & AFRICAN BUYOUTS

VALUE VOLUME

Ranking Ranking Q2 2014 Company name Value Deal Q2 2014 Company name Value Deal (US$m) count (US$m) count 1 Kohlberg Kravis Roberts & Co 200 1 1 Kohlberg Kravis Roberts & Co 200 1 2 Kerogen Capital (Asia) 100 1 2 Kerogen Capital (Asia) 100 1 3 Abraaj Capital Holdings 28 1 3 Abraaj Capital Holdings 28 1 4 China Africa Development Fund 25 1 4 China Africa Development Fund 25 1 5 Development Partners International LLP 20 1 5 Development Partners International 20 1 6 Actis - 1 6 Actis - 1 7 Warburg Pincus - 1 7 Warburg Pincus - 1 Source: Mergermarket Source: Mergermarket

The private equity buyout activity tables by value and volume are based on private equity firms advising the bidder on buyout deals where the dominant geography of the target company is Middle East & Africa, including Israel. The tables by value and volume have been run from 01-Apr-14 to 30-Jun-14 and exclude lapsed and withdrawn deals.

ACTIVITY TABLE OF PRIVATE EQUITY FIRMS ON MIDDLE EASTERN & AFRICAN EXITS

VALUE VOLUME

Ranking Ranking Q2 2014 Company name Value Deal Q2 2014 Company name Value Deal (US$m) count (US$m) count 1 Apax Partners 1,749 1 1 Qalaa Holdings 202 2 2= Benchmark Capital 300 1 2 Apax Partners 1,749 1 2= Jerusalem Global Ventures 300 1 3= Benchmark Capital 300 1 2= Sequoia Capital 300 1 3= Jerusalem Global Ventures 300 1 2= Tallwood Venture Capital 300 1 3= Sequoia Capital 300 1 2= Vintage Ventures Management 300 1 3= Tallwood Venture Capital 300 1 7 Actis 299 1 3= Vintage Ventures Management 300 1 8 Qalaa Holdings 202 2 8 Actis 299 1 9= Accel Partners 100 1 9= Accel Partners 100 1 9= Entree Capital 100 1 9= Entree Capital 100 1 9= Founder Collective 100 1 9= Founder Collective 100 1 Source: Mergermarket Source: Mergermarket

The private equity exit activity tables by value and volume are based on private equity firms advising the vendor on exit deals where the dominant geography of the target company is Middle East & Africa, including Israel. The tables by value and volume have been run from 01-Apr-14 to 30-Jun-14 and exclude lapsed and withdrawn deals.

MIDDLE EAST & AFRICA Monthly M&A Insider | July | 60 TREND GRAPHS

MIDDLE EASTERN & AFRICAN M&A MIDDLE EASTERN & AFRICAN M&A QUARTERLY TREND QUARTERLY PRIVATE EQUITY TREND

40,000 160 7,000 25

35,000 140 6,000 20 30,000 120 5,000 Number of deals Number of deals 25,000 100 15 4,000 20,000 80 3,000 Value (US$m) Value Value (US$m) Value 10 15,000 60

2,000 10,000 40 5 5,000 20 1,000

Total value Mid-market value Total volume Mid-market volume Buyout value Exit value Buyout volume Exit volume

MIDDLE EASTERN & AFRICAN M&A MIDDLE EASTERN & AFRICAN M&A ANNUAL TREND ANNUAL PRIVATE EQUITY TREND

100 600 14 70

90 12 60 500 80

70 10 50 Number of deals 400 Number of deals 60 8 40 50 300 6 30 Value (US$bn) Value Value (US$bn) Value 40 200 30 4 20

20 100 2 10 10

0 0 0 0 2008 2009 2010 2011 2012 2013 H1 2014 2008 2009 2010 2011 2012 2013 H1 2014

Total value Mid-market value Total volume Mid-market volume Buyout value Exit value Buyout volume Exit volume

MIDDLE EAST & AFRICA Monthly M&A Insider | July | 61 TREND GRAPHS

MIDDLE EASTERN & AFRICAN M&A GEOGRAPHIC BREAKDOWN Q2 2014

VALUE VOLUME

0.2% 0.5% 0.1% 0.5% 0.1% 0.1% 3.1% 0.5% 0.6% 6.2% South Africa South Africa 0.7% 25.0% 1.0% Israel 1.1% Israel 30.3% 1.2% United Arab Emirates United Arab Emirates 1.4% Nigeria Nigeria Egypt 1.6% Egypt 12.9% Kenya 1.6% Kenya Saudi Arabia 2.1% Saudi Arabia Morocco 3.2% Morocco Angola Angola 3.7% 3.7% Qatar Qatar 4.7% 20.0% Algeria 4.3% Algeria Namibia 4.8% 17.6% Namibia 0.9% Cameroon Cameroon 3.0% 10.6% 1.9% 9.1% Ethiopia Ethiopia 0.5% 2.6% Botswana Botswana Tunisia Tunisia Mozambique Mozambique Gabon Gabon Chad Congo Ivory Coast Rwanda Iraq Tanzania Ghana Jordan Oman Lebanon Mali Chad Ivory Coast Iraq Ghana Oman Mali Burkina Faso MIDDLE EASTERN & AFRICAN M&A SECTOR BREAKDOWN Q2 2014 Uganda Zimbabwe Liberia Swaziland VALUE VOLUME Bahrain

1.1% 0.2% 2.7% 0.8% 7.8% 2.7% 3.7% 15.2% 21.1% Energy, Mining & Utilities Energy, Mining & Utilities 2.8% Industrials & Chemicals 4.3% Industrials & Chemicals Consumer Consumer 6.2% 4.3% Financial Services Financial Services Technology 4.3% Technology 1.2% 12.8% Pharma, Medical & Biotech Pharma, Medical & Biotech Business Services 5.3% Business Services Telecommunications Telecommunications 21.6% 13.6% Real Estate 5.9% Real Estate Leisure Leisure 12.2% Transportation Transportation 6.4% Media Media 2.0% 10.2% Construction Construction 9.6% 10.6% 9.9% Agriculture Agriculture 1.5%

MIDDLE EAST & AFRICA Monthly M&A Insider | July | 62 TREND GRAPHS

MIDDLE EASTERN & AFRICAN M&A DEAL SIZE BREAKDOWN Q2 2014

VALUE VOLUME

100 100 3.8% 3.3% 5.9% 7.3% 7.7% 5.7% 4.8% 5.6% 4.0% 5.6% 4.3% 6.4% 90 90 6.1% 4.9% 11.5% 13.0% 9.3% 10.0% 12.3% 12.8% 80 80 11.1% 47.5% 53.1% 51.0% 70 58.4% 70 25.6% 65.3% 32.4% 68.0% 33.1% 26.1% 60 72.4% 60 36.5% 28.6% 30.3%

50 50 18.9% Percentage 40 13.2% 20.1% Percentage 40 17.2% 30 12.1% 30 18.2% 12.6% 55.1% 19.2% 10.4% 47.3% 46.9% 49.9% 42.6% 45.4% 44.8% 20 13.9% 19.3% 20 9.4% 13.5% 10.0% 10 13.7% 12.9% 10 9.0% 9.2% 8.2% 6.4% 9.2% 0 1.7% 1.6% 1.0% 1.3% 0.9% 0.8% 0.4% 0 2008 2009 2010 2011 2012 2013 H1 2014 2008 2009 2010 2011 2012 2013 H1 2014

US$0-US$14.9m US$0-US$14.9m US$15m-US$100m US$15m-US$100m US$101m-US$250m US$101m-US$250m US$251m-US$500m US$251m-US$500m >US$501m >US$501m

SECTOR ANALYSIS

MIDDLE EASTERN & AFRICAN SECTOR ANALYSIS Sector Q2 2014 Q2 2013 % change Value (US$m) Mrk share Deal count Value (US$m) Mrk share Deal count Value Volume Agriculture 231 1.6% 3 - 0.0% 1 - 200% Business Services 310 2.2% 6 65 0.3% 10 376% -40% Construction 1,611 11.4% 4 227 1.1% 5 610% -20% Consumer 1,771 12.6% 5 1,485 6.9% 14 19% -64% Defence ------23% Energy, Mining & Utilities 2,703 19.2% 16 6,067 28.1% 13 34% -31% Financial Services 1,112 7.9% 11 828 3.8% 16 -100% -41% Industrials & Chemicals 45 0.3% 10 10,479 48.5% 17 712% 100% Leisure 554 3.9% 4 68 0.3% 2 -92% 0% Media 19 0.1% 3 220 1.0% 3 -85% 29% Pharma, Medical & Biotech 102 0.7% 9 679 3.1% 7 692% 100% Real Estate 862 6.1% 4 109 0.5% 2 -38% 150% Technology 739 5.2% 10 1,189 5.5% 4 3,365% 167% Telecommunications 4,004 28.4% 8 116 0.5% 3 -31% 0% Transportation 46 0.3% 5 67 0.3% 5 - - Total 14,109 98 21,597 102 -35% -4%

MIDDLE EAST & AFRICA Return to contents Monthly M&A Insider | July | 63 Call Us: +44 (0)845 602 6912 Merrill DataSite www.datasite.com The No.1 VDR Choice for Dealmakers

The Market Leading VDR Solution With decades of experience in document management and due diligence services, 30,000 700 million Merrill Corporation has created a smart, simple and secure virtual data room (VDR) solution 2013 WINNER - Merrill DataSite. With Merrill DataSite you can easily execute on all of your acquisition M&A Advisor VDR projects and pages and checklist items and turn your paper and electronic files into a fully searchable, secure, Turnaround Awards counting... and completely edit-enabled online library – no additional hardware, software, personnel or programming needed. We have worked with great success on many thousands of deals, so Information Management far uploading approximately 700,000,000 pages of data on over 30,000 projects. Product/Service of the Year

Unrivalled International Service 2013 WINNER Our multilingual project managers between them speak 27 languages, and a dedicated 3rd Annual ACG project management team will be assigned to your deal right from the start and then New York Champion’s Awards 85 Project Managers, be available 24/7/365 – giving you peace of mind that the right person is always on hand Product/Service to address any issue. Our structured approach to setting up every VDR applies tried and of the Year speaking 27 languages tested practices that make it easy for you to open, manage and maintain your data room, while adding value for all the parties involved in the due diligence process. 2012 WINNER Global M&A Advisor M&A Awards Round-the-clock availability Our clients have effectively used our VDRs to Product/Service Merrill DataSite VDRs offer international enhance the following types of transaction: of the Year Working with Dealmakers around the world dealmakers multiple business benefits. Mergers, acquisitions and divestitures We offer rapid set-up and round-the-clock Private placements support, a reliable hosted service from Leveraged buyouts a single source, advanced but easy to Bankruptcy and reorganisation transactions 2012 WINNER

use functionality, plus – complete cost Financing restructuring Acquisitions International UK transparency. IPOs and dual track processes UK VDR Provider of the Year

Ironclad Security Merrill DataSite leads the way in VDR security having become the first VDR provider to 2011 WINNER be fully accredited with ISO 27001, the industry gold-standard for security certification. M&A Advisor Certified since 2007, we are audited annually, to maintain the highest standards. In International Awards addition, documents are 256-bit SSL encrypted, watermarks are tamperproof and can Product/Service ISO 27001 be customised, and data can be viewed, printed and downloaded only by the users you of the Year Industry Leading Security designate. Added to this, we are fully Safe Harbor certified. You’ll have peace of mind knowing your information is being shared only with the people you choose.

About Merrill Corporation About Merrill DataSite Merrill Corporation is a leading provider of outsourced solutions for complex business communication and information management. Founded in 1968 and Merrill DataSite is established as the market-leader for virtual data rooms (VDRs) in Europe and across the world. As first to market, we have headquartered in St. Paul, Minnesota, Merrill’s services include document and data management, litigation support, language translation services, fulfilment, many years of experience to bring to your transaction and have had time to develop and refine our technology, leading to a peerless imaging and printing. Merrill serves the corporate, legal, financial services, insurance and real estate markets. With more than 5,000 people in over 40 domestic Project Management and systems infrastructure that operates 24/7/365. This is why many thousands of companies trust Merrill DataSite to and 22 international locations, Merrill Corporation empowers the communications of the world’s leading organisations. manage their online due diligence processes. Merrill DataSite is a division of Merrill Corporation. To find out more, or to arrange a demonstration of our VDR solution, call +44 (0)845 602 6912, email us at [email protected], or visit www.datasite.com today.

DataSite_DriverDeals_DPS.indd 2-3 11/02/2014 13:43 Call Us: +44 (0)845 602 6912 www.datasite.com The No.1 VDR Choice for Dealmakers

The Market Leading VDR Solution With decades of experience in document management and due diligence services, 700 million Merrill Corporation has created a smart, simple and secure virtual data room (VDR) solution 2013 WINNER - Merrill DataSite. With Merrill DataSite you can easily execute on all of your acquisition M&A Advisor checklist items and turn your paper and electronic ﬁles into a fully searchable, secure, Turnaround Awards and completely edit-enabled online library – no additional hardware, software, personnel or programming needed. We have worked with great success on many thousands of deals, so Information Management far uploading approximately 700,000,000 pages of data on over 30,000 projects. Product/Service of the Year

Unrivalled International Service 2013 WINNER Our multilingual project managers between them speak 27 languages, and a dedicated 3rd Annual ACG project management team will be assigned to your deal right from the start and then New York Champion’s Awards be available 24/7/365 – giving you peace of mind that the right person is always on hand Product/Service to address any issue. Our structured approach to setting up every VDR applies tried and of the Year tested practices that make it easy for you to open, manage and maintain your data room, while adding value for all the parties involved in the due diligence process. 2012 WINNER Global M&A Advisor M&A Awards Round-the-clock availability Our clients have effectively used our VDRs to Product/Service Merrill DataSite VDRs offer international enhance the following types of transaction: of the Year Working with Dealmakers around the world dealmakers multiple business beneﬁts. Mergers, acquisitions and divestitures We offer rapid set-up and round-the-clock Private placements support, a reliable hosted service from Leveraged buyouts a single source, advanced but easy to Bankruptcy and reorganisation transactions 2012 WINNER

use functionality, plus – complete cost Financing restructuring Acquisitions International UK transparency. IPOs and dual track processes UK VDR Provider of the Year

Ironclad Security Merrill DataSite leads the way in VDR security having become the first VDR provider to 2011 WINNER be fully accredited with ISO 27001, the industry gold-standard for security certification. M&A Advisor Certified since 2007, we are audited annually, to maintain the highest standards. In International Awards addition, documents are 256-bit SSL encrypted, watermarks are tamperproof and can Product/Service be customised, and data can be viewed, printed and downloaded only by the users you of the Year designate. Added to this, we are fully Safe Harbor certified. You’ll have peace of mind knowing your information is being shared only with the people you choose.

About Merrill DataSite Merrill DataSite is established as the market-leader for virtual data rooms (VDRs) in Europe and across the world. As first to market, we have many years of experience to bring to your transaction and have had time to develop and refine our technology, leading to a peerless imaging and printing. Merrill serves the corporate, legal, financial services, insurance and real estate markets. With more than 5,000 people in over 40 domestic Project Management and systems infrastructure that operates 24/7/365. This is why many thousands of companies trust Merrill DataSite to manage their online due diligence processes. MERRILL CORPORATION CONTACTS

EXECUTIVE MANAGEMENT John Pate Steve Piccone Ed Bifulk Regional Director, Australia & New Zealand Vice President, New York President Tel: +61 (0) 499 992 400 Tel: +1 212 229 6883 Tel: +1 212 229 6563 Manuel Bentosinos BJ Birtz Regional Director, Mexico, Regional Director, Raleigh EXECUTIVE SALES Columbia & Caribbean Tel: +1 919 996 9117 Tel: +52 55 9171 2237 Anna Scott Paul Kleinkauf Regional Director, UK Ana Paula Macêdo Távora de Castro Regional Director, Southeast Tel: +44 (0) 207 422 6263 Vice President, South America Tel: +1 404 602 3251 Tel: +55 11 9908 0858 Chris Beckmann Colin Schopbach Regional Director, Germany, Switzerland & Poland Luis Felipe Salles Cunha Regional Director, Southeast Tel: +49 69 244 321 480 Regional Director, Brazil Tel: +1 404 796 1478 Tel: +55 11 3568 2429 Martin Alamri Michail Sidorov Regional Director, Germany Brian Gilbreath Regional Director, Ohio & Michigan Tel: +49 69 244 321 471 Vice President, Midwest & Latin America Tel: +1 216 333 1274 Tel: +1 404 934 8085 Jérôme Pottier Scott Haugen Regional Director, France Hank Gregory Regional Director, Minnesota & Wisconsin Tel: +33 (0) 1 40 06 13 12 SVP, Western Canada & Pacific Northwest Tel: +1 651 632 4375 Hakema El-Hadad Tel: + 604 603 4360 Anthony Crosby Regional Director, France & Northern Africa Todd Cave Regional Director, Chicago Tel: +33 (0) 1 40 06 13 10 Northern California, Pacific Northwest & Tel: +1 312 674 6511 Manuel Bianchi Western Canada Mark Plaehn Regional Director, Europe Tel: +1 651 632 4369 Regional Director, Chicago Tel: +44 (0) 207 422 6271 Ryan MacMillan Tel: +1 312 674 6527 Mike Hinchliffe Regional Director, Canada Regional Director, Europe Tel: +1 416 214 2448 Kelly-Leigh Keefe Tel: +44 (0) 207 422 6256 Regional Director, Chicago Michael Kennedy Tel: +1 312 386 2229 Bryan Brighton Regional Director, New England Regional Director, Europe Tel: +1 207 829 4369 Ted Sengpiel Tel: +44 (0)207 422 6212 Regional Director, Missouri, Kansas, Nebraska Ross Whittaker & Iowa Adam Pang Regional Director, New England Tel: +1 314 315 2909 Regional Director, Europe Tel: +1 617.535.1516 Nicholas Renter Tel: +44 (0) 207 422 6268 Jon Lenihan Regional Director, Texas Regional Director, Boston Merlin J. Piscitelli Tel: +1 214 754 2100 Regional Director, Europe Tel: +1 617 535 1618 Angela Pedersen Tel: +44 (0) 207 422 6266 Scott Rediker Account Executive, Greater Texas Region Regional Director, Mid Atlantic Mary Walsh Tel: + 651 632 4394 Regional Director, Europe Tel: +1 443 690 3122 Tel: +44 (0) 207 422 6270 Forrest R. Doane Andrew Buonincontro Regional Director, New York Regional Director, Bay Area Jonathan Hughes Tel: +1 650 493 1400 Account Manager, Europe Tel: +1 212 229 6620 Tel: +44 (0) 207 422 6267 Bill Polese Erik Sandie Regional Director, New York Regional Director, Bay Area Malcolm Neate Tel: +1 650 493 1400 Account Manager, Europe +1 212 229 6612 Tel: +44 (0) 207 422 6272 John McElrone Jay Loyola Regional Director, New York Regional Director, Bay Area Alex Gross Tel: +1 949 622 0663 Regional Director, Eastern Europe & Middle East Tel: +1 212 229 6656 Tel: +49 69 7593 7148 Joseph Solano Dan Phelan Regional Director, New York Regional Director, Los Angeles Alvaro Ortega Tel: +1 213 253 2139 Regional Director, Southern Europe Tel: +1 212 229 6576 Tel: +39 27 6362314 Hillary Pryor Aleshia Hlivka Tel: +34 91 7691022 Regional Director, New York Account Executive, California Tel: +1 651 632 4967 David Haynes Tel: +1 212 367 5924 Regional Director, Asia-Pacific Harry Poulos David Yeary Tel: +852 2536 2288 Regional Director, New York Vice President, DataSite Life Sciences Tel: +1 415 307 4414 Vincent Lork Tel: +1 212 367 5924 Regional Director, South East Asia Meiken Castillo Jon Blue Tel: +65 6248 4602 Regional Director, New York Vice President, Clean Tech Tel: +1 206 696 916 Patrick Cabrera Tel: +1 212 229 6879 Regional Director, South East Asia Tel: +65 9834 4557

Return to contents Monthly M&A Insider | July | 66 The following notes pertain to data contained in this publication: Deals are included where the deal value is greater than or equal to US$5m.

Wher e no deal value has been disclosed, deals are included if the turnover of the target is greater than or equal to US$10m.

Deals are included in the graphs and Top Deals in each section based on the dominant geography and dominant sector of the target company. Data underlying the League Tables are based on deals where the bidder, target or parent geography of either is that of the geography in focus.

Mid-market is defined as US$10m - US$250m.

Q2 2014 refers to the period 01-Apr-14 to 30-Jun-14. H1 2014 refers to the period 01-Jan-14 to 30-Jun-14.

For a full version of the Mergermarket M&A deal database inclusion and league table criteria, go to http://www.Mergermarket.com/pdf/deal_criteria.pdf.

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