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The comprehensive review of mergers and acquisitions in the EMEA region

FY 2018 Deal Drivers EMEA

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© Merrill Communications LLC. All rights reserved. All trademarks are property of their respective owners. Mergermarket Deal Drivers EMEA FY 2018 3 Contents Contents

The comprehensive Foreword 04 Consumer 36 EMEA Heat Chart 05 Telecoms, Media & Technology 42 review of mergers All Sectors 06 Transportation 48 and acquisitions in Financial Services 18 Pharma, Medical & Biotech 54 the EMEA region Industrials & Chemicals 24 The Middle East & North Africa 60 throughout 2018. Energy, Mining & Utilities 30 About Merrill Corporation 67

mergermarket.com Mergermarket Deal Drivers EMEA FY 2018 4 Foreword

Foreword

Welcome to the full-year 2018 edition of Deal companies totaled just €220.6bn in value, a long-term changes across industries, including Drivers EMEA, published by Mergermarket 29% fall from the year before. ongoing digitalisation and technology in association with Merrill Corporation. This convergence, are all likely to continue to drive Increasing protectionism is seen as a major report provides an extensive review of M&A M&A in 2019. headache for M&A practitioners going forward. activity across Europe, the Middle East and Merlin Piscitelli In fact, national security and antitrust regulatory Technology won’t just drive sector M&A. North Africa, with detailed analyses of specific Head of Sales for EMEA, concerns are most likely to sink deals this year, Most EMEA practitioners believe the M&A regions and sectors. It also identifies key Merrill Corporation according to a Merrill InsightTM poll of 340+ process itself is about to become a lot trends set to develop over the course of the dealmakers. When considering what emerging easier, according to Merrill’s The Future of next six months. business risk is most likely to climb up due EMEA M&A in the Digital Age. For instance, 2018 was a lopsided year, with the ten largest diligence checklists, half of global respondents 63% of dealmakers surveyed believe new deals of the year all recorded in the first half of chose US-China trade wars and tariffs. This technologies will enable greater security in the the year. And while the annual total deal value, concern edged out Brexit, even in EMEA. due diligence process over the next five years, €837.9bn, represented a 12% increase year-on- followed closely by enabling greater analytical Data security and compliance, especially in year, this was in spite of the worst H2 in terms capability (61%) and simplifying the entire due the face of the EU’s GDPR, will also be a major of deal value since 2013, as a softening of the diligence process (45%). As a result, 78% of headwind. Most EMEA practitioners (66%) global economy and geopolitical uncertainty practitioners say due diligence – from sourcing believe GDPR will increase acquirers’ scrutiny finally caught up with the M&A market. a deal to deal completion – will take less than of the data protection policies and processes three months on average by 2022. The greater annual total was buoyed by higher of target companies, according to a 2019 deal values at the top-end of the market. Deals Merrill report, The Future of EMEA M&A in the How will these macro issues play out in worth over €5bn totaled €340bn in deal value Digital Age. This view isn’t confined to EMEA. EMEA? Deal Drivers provides readers with an in 2018, a decade high and far above the Globally, 42% of dealmakers expect data in-depth review of EMEA-based M&A during €247.5bn recorded in 2017. privacy issues to sink deals in the coming year, 2018 using sector-specific and geographical according to a separate Merrill InsightTM poll. data – all filtered through the expert lens Rising protectionism and tariffs, GDPR and of Mergermarket journalists. We hope that other data privacy concerns, and uncertainties Despite these concerns, there is reason for this full-year edition is useful to you and we over the fate of Brexit, have pushed optimism. Market fundamentals such as the welcome your feedback. transatlantic deal values and volume down. record-high levels of dry powder accumulated Deals between North American and European by PE, corporates’ strong balance sheets, and

mergermarket.com Mergermarket Deal Drivers EMEA FY 2018 5 Heat Chart

EMEA Heat Chart

Looking at the upcoming months in EMEA, Heat chart based on potential companies for sale the technology, media & telecoms (TMT) and Sector UK & Ireland CEE German Italy Benelux France Nordics Russia Iberia SEE Middle East Total industrials & chemicals (I&C) sectors appear (excluding speaking & North set to remain the most active in terms of M&A Russia) Africa deal activity. Telecoms, Media & 238 134 109 46 92 108 82 52 47 39 36 983 Technology

Our forward-looking heat chart highlights the Consumer 121 104 89 160 64 70 54 41 30 45 7 785 sectors and regions of companies featured as potential M&A targets on the Mergermarket Industrials & Chemicals 75 125 182 91 65 58 55 49 29 44 7 780 intelligence tool over the last six months. Business Services 89 55 56 35 50 49 41 15 39 9 8 446 The UK & Ireland’s TMT sector is once again Financial Services 113 58 49 35 32 24 26 31 19 13 12 412 set to deliver the highest number of deals in Energy, Mining & Utilities 65 41 28 26 15 11 26 26 27 25 20 310

2019. Across all sectors, the UK & Ireland is Pharma, Medical & Biotech 55 37 45 14 32 29 44 19 15 8 7 305 expected to be the most active region. But Leisure 44 21 16 15 14 14 11 20 21 17 7 200 whether these deal processes will actually complete depends heavily on how the ongoing Construction 19 28 32 14 14 13 11 18 14 13 3 179 negotiations around Brexit shake out. Transportation 16 23 22 13 13 10 17 21 9 13 3 160 More unexpectedly, the Central and Eastern Real Estate 18 12 5 4 6 4 7 9 8 5 5 83 Europe (CEE) region is predicted to be the Agriculture 3 20 6 2 5 2 3 22 1 3 2 69 second-most active region. Healthy GDP growth Defence 3 1 1 2 7 in the region, combined with an ongoing wave of succession-related sales as entrepreneurs Total 859 659 639 455 402 392 378 323 259 236 117 4719 who founded their businesses at the end of the Communist era look to retire, have encouraged dealmakers to explore sale processes. Hot Warm Cold Other hot spots on the chart include the I&C sector in the German-speaking region, which has 100 50 20 traditionally formed the backbone of the region’s 80 40 10 M&A market, and the consumer sector, especially in Italy. Deals in food and food ingredients, as well 60 30 1 as fashion and luxury, in particular, have been active over the past year in Italy. Note: The Intelligence Heat Charts are based on ‘companies for sale’ tracked by Mergermarket in the respective regions between 01/01/2018 and 31/12/2018. Opportunities are captured according to the dominant geography and sector of the potential target company. mergermarket.com Mergermarket Deal Drivers EMEA FY 2018 6 All Sectors

Part of the Acuris report on global M&A activity

All Sectors

mergermarket.com Mergermarket Deal Drivers EMEA FY 2018 7 All Sectors

All Sectors

Further information Buoyant M&A markets have ignored registered 1,256 deals in the sector, only a 2% responsible for the rise in total deal value. Deal Get in touch geopolitical issues for years, but it seems as rise from the previous year’s 1,235 deals. volume overall took a beating, as deal count if concerns including as growing protectionism fell 15.3% to 432. Four of the top 20 largest deals of the year in around the world and the UK’s exit from the Yining Su Europe were TMT deals, including the second- Private equity goes from strength to EU have finally dampened dealmaking in the largest deal across all sectors, Comcast’s strength second half of 2018. €42.2bn acquisition of UK-based Sky. Even by the high standards set by the last few Looking at headline figures – a total of years, 2018 was a good year for PE activity in Sky, which gives Comcast a European €837.9bn in deal activity, 12% up from 2017 – Europe. The region saw €170bn in buyout deal subscriber base, original programming, and it would appear as though European M&A is value, the highest this decade. While financing an online streaming service, also attracted bid alive and healthy. But the second half of the conditions are expected to be less favourable interest from Disney and Fox, demonstrating year saw only €280.2bn in M&A activity in in 2019, PE activity is unlikely to taper off the continuing convergence trend in TMT and Europe, a disappointment compared to the anytime soon, not with global PE firms’ total the attractiveness of companies which can give €557.7bn in value recorded in H1, and the accumulated dry powder sitting at over $2tn, traditional broadcasters a boost in their battle lowest half-yearly figure since 2013. according to Preqin. against digital players like Amazon and Netflix. With the European Central Bank ending Energy high on renewables quantitative easing and the eurozone economy Stable oil prices in the first two thirds of the entering a slower rate of growth, the M&A year, along with a long-term shift towards environment going into 2019 will almost renewables, encouraged dealmakers in the certainly be less favourable than the heady energy, mining and utilities sector to undertake recent years. Yet appetite for dealmaking, larger, transformational deals, resulting in a including for megadeals, will not stop, as total of €127.8bn in deal value, a 39.4% rise corporates take steps to transform themselves from the year before. in preparation for a more digital, less fossil fuel-dependent future, and PE finds ways to The third- and fifth-largest deals across all deploy its massive stockpile of dry powder. sectors, EON’s acquisition of innogy from RWE for €37.9bn and China Three Gorges’ €22.9bn TMT tops the chart acquisition of a majority stake in Portugal’s TMT had a banner year, jumping 175% year EDP, demonstrate how sought-after renewable on year in total deal value to €169.2bn, making it energy assets have become. the best performing sector by value. The rise in total deal value was due mainly to bigger deals, Similar to the TMT sector, large deals including given that deal volume remained fairly flat: 2018 EON-Innogy and CTG-EDP were primarily

mergermarket.com Mergermarket Deal Drivers EMEA FY 2018 8 All Sectors

Top deals

Top 20 Announced Deals for Year Ending 31 December 2018 (any European involvement)

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

8-May-18 C Takeda Pharmaceutical Company Limited Shire Plc Pharma, Medical & Biotech 65,796

25-Apr-18 C Comcast Corporation Sky Plc Telecoms, Media & Technology 42,235

12-Mar-18 P E.ON SE innogy SE Energy, Mining & Utilities RWE AG 37,859

23-Mar-18 C Consortium formed by ACS SA; Atlantia SpA; and Abertis Infraestructuras SA Construction 32,103 Hochtief AG

11-May-18 P China Three Gorges Corporation Energias de Portugal SA (76.73% stake) Energy, Mining & Utilities 22,947

9-May-18 P Vodafone Group Plc UPC Hungary; UPC Romania; Unitymedia GmbH; and Telecoms, Media & Technology Liberty Global Plc 18,400 UPC Czech Republic

27-Mar-18 C GlaxoSmithKline Plc GlaxoSmithKline Consumer Healthcare (36.5% stake) Pharma, Medical & Biotech Novartis AG 10,499

24-Apr-18 C Atlas Copco AB (Shareholders) Epiroc AB Industrials & Chemicals Atlas Copco AB 10,334

27-Mar-18 C The Carlyle Group; and GIC Private Limited Nouryon Industrials & Chemicals Akzo Nobel NV 10,100

17-Jan-18 C Melrose Plc GKN Plc Industrials & Chemicals 9,890

12-Feb-18 C DK Telekommunikation AS TDC AS Telecoms, Media & Technology 8,551

17-Dec-18 P Hitachi Ltd ABB Ltd (Power grids business) (80.1% stake) Industrials & Chemicals 8,296

30-Apr-18 P J Sainsbury Plc ASDA Group Limited Consumer Wal-Mart Stores Inc 8,265

3-Jul-18 C CK Hutchison Holdings Limited Wind Tre SpA (50% stake) Telecoms, Media & Technology VEON Ltd 8,134

29-Jun-18 P CVC Capital Partners Limited; Public Sector Recordati SpA Pharma, Medical & Biotech Recordati Family 6,340 Pension Investment Board; and StepStone Group

22-Oct-18 P Calsonic Kansei Corporation Magneti Marelli SpA Industrials & Chemicals Fiat Chrysler Automobiles NV 6,200

27-Dec-18 P VINCI Airports SAS Gatwick Airport Limited (50.01% stake) Transportation Global Infrastructure Partners; Abu Dhabi Investment Authority; Australian Government Future 6,002 Fund; The California Public Employees Retirement Funds; National Pension Service of Korea

18-Sep-18 P Marsh & McLennan Companies Inc Jardine Lloyd Thompson Group Plc Financial Services Jardine Matheson Holdings Limited 5,745

7-Dec-18 P Consortium led by ANTA Sports Products Amer Sports Oyj (98.6% stake) Consumer 5,609 Limited

9-Mar-18 L Dana Incorporated GKN Plc (driveline business) Industrials & Chemicals GKN Plc 5,065

C= Completed; P= Pending; L= Lapsed mergermarket.com Mergermarket Deal Drivers EMEA FY 2018 9 All Sectors

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

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

180 1,800

160 1,600

140 1,400

120 1,200

100 1,000

€ 169.2 1,634 Value (€bn) Value

80 deals of Number 800

€ € 127.8 1,256 123.4 € 1,164 60 125 600

892 40 400 € 64.2 579 € 513 € € € 44.6 48 432 20 40.6 200 371 347 36.6 € € 248 27.9 26.6 € € 3.8 112 150m 7 69 0 0 TMT TMT Leisure Leisure Defence Defence Consumer Consumer Agriculture Agriculture Real Estate Real Estate Real Construction Construction Transportation Transportation Financial Services Financial Services Financial Business Services Business Services Business Industrials & Chemicals Industrials & Chemicals Industrials Energy, Mining & Utilities Mining Energy, & Utilities Mining Energy, Pharma, Medical & Biotech Medical Pharma, & Biotech Medical Pharma,

mergermarket.com Mergermarket Deal Drivers EMEA FY 2018 10 All Sectors

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

23 1,100 8,000 49 22 19 186 50 176 189 37 1,000 174 159 19 183 7,000 19 41 41 191 900 181 188 € 195 2,163 1,853 338.2 12 6,000 35 2,119 800 138 13 168 34 162 2,112 154 2,260 700 € 5,000 € 340 336.5 € 1,922 € 247.5 600 160.6 € 1,808 229.3 4,000

Value (€bn) Value 500 €

161.8 deals of Number € 106.7 € € € € 126.8 € 159.6 153.2 400 3,000 260.9 112.7 5,352 € € 5,232 104.9 97.5 4,849 300 4,293 € € € 2,000 3,981 184.2 € 3,635 162.3 173.4 190.9 € € € 3,340 149.6 136.1 200 102.4 € € € € € 67 66 62.4 € 1,000 53.2 60 57.4 100 € € € 160.9 € € € € 93 92 103.8 107.3 107.5 96.4 0 0 2012 2013 2014 2015 2016 2017 2018 2012 2013 2014 2015 2016 2017 2018

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

mergermarket.com mergermarket.com Mergermarket dominant location of the target is inEurope. that lapsed orwere withdrawn, where the Based onannounced deals, excluding those Value European quarterly M&Aactivity Value (€m) 300,000 200,000 350,000 250,000 100,000 150,000 50,000 Deal Value 0 Q1 Q2 2012 Q3 Q4 Q1 Moving average trend line Q2 2013 Q3 Q4 Deal Drivers EMEA Q1 Q2 2014 Q3 Q4 Q1 Q2 2015 Q3 Q4 Q1 Q2 2016 Q3 All Sectors FY 2018 Q4 Q1 Q2 2017 Q3 Q4 Q1 Q2 2018 Q3 Q4 dominant location of the target is inEurope. that lapsed orwere withdrawn, where the Based onannounced deals, excluding those Count Deal European quarterly M&Aactivity Number of deals 2,000 2,200 Deal Count Deal 1,000 1,400 1,600 1,800 1,200 600 400 800 200 0 Q1 Q2 2012 Q3 Q4 Moving average trend line Q1 Q2 2013 Q3 Q4 Q1 Q2 2014 Q3 Q4 Q1 Q2 2015 Q3 Q4 Q1 Q2 2016 Q3 Q4 Q1 Q2 2017 Q3 Q4 Q1 Q2 2018 Q3 Q4 11 Mergermarket Deal Drivers EMEA FY 2018 12 All Sectors

European buyouts European exits

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

60,000 450 70,000 300

55,000 400 60,000 50,000 250

350 45,000 50,000

40,000 300 200 Number of deals 35,000 Number of deals 40,000 250

30,000 150 Value (€m) Value 200 (€m) Value 30,000 25,000

20,000 150 100

20,000 15,000 100

10,000 50 10,000 50 5,000

0 0 0 0 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 2012 2013 2014 2015 2016 2017 2018 2012 2013 2014 2015 2016 2017 2018

Value Deal count Value Deal count

mergermarket.com mergermarket.com Mergermarket and bidder and excludes all buyouts. Based ondominant location of target Value Transatlantic deals Value (€m) 150,000 120,000 60,000 90,000 30,000 Total European/North American deals AmericanNorth bidderacquiring a European target European bidderacquiring American aNorth target 0 Q1 Q2 US$ 2012 xxx Q3 Q4 US$ xxx Q1 Q2 2013 US$ xxx Q3 Q4 Deal Drivers EMEA Q1 Q2 2014 US$ xxx Q3 Q4 Q1 Q2 2015 Q3 US$ xxx Q4 Q1 Q2 2016 Q3 US$ xxx All Sectors FY 2018 Q4 Q1 Q2 2017 Q3 US$ xxx Q4 Q1 Q2 2018 Q3 Q4 and bidder and excludes all buyouts. Based ondominant location of target Count Deal Transatlantic deals Number of deals 300 200 Total European/North American deals AmericanNorth bidderacquiring a European target European bidderacquiring American aNorth target 350 250 100 150 50 0 Q1 Q2 US$ 2012 xxx Q3 Q4 US$ xxx Q1 Q2 2013 US$ xxx Q3 Q4 Q1 Q2 2014 US$ xxx Q3 Q4 Q1 Q2 2015 Q3 US$ xxx Q4 Q1 Q2 2016 Q3 US$ xxx Q4 Q1 Q2 2017 Q3 US$ xxx Q4 Q1 Q2 2018 Q3 Q4 13 Mergermarket Deal Drivers EMEA FY 2018 14 All Sectors

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

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

1.9% 1.7% 4.4% 7.4%

10.2% 22.6%

34.4% 15%

4.6%

14.7% 9.8% 16.4%

7.8% 6.4%

16.9% 6.5% 7.9% 11.4%

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

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

mergermarket.com Mergermarket Deal Drivers EMEA FY 2018 15 All Sectors

League tables

Financial advisers by value Financial advisers by deal count

2018 2017 Company Name Value Number 2018 2017 Company Name Value Number (EUR m) of Deals (EUR m) of Deals

1 1 Goldman Sachs & Co 383,993 154 1 5 Deloitte 27,443 340

2 3 Morgan Stanley 338,791 102 2 2 PwC 19,081 337

3 4 JPMorgan 311,500 142 3 3 Rothschild & Co 177,841 281

4 6 Citi 286,629 92 4 1 KPMG 42,886 266

5 5 Lazard 191,179 142 5 4 EY 13,924 266

6 2 Bank of America Merrill Lynch 186,330 81 6 8 BDO 3,875 155

7 9 Rothschild & Co 177,841 281 7 9 Goldman Sachs & Co 383,993 154

8 27 Evercore 150,436 61 8 7 JPMorgan 311,500 142

9 13 Barclays 124,634 69 9 6 Lazard 191,179 142

10 8 UBS Investment Bank 116,357 86 10 11 Oaklins 2,841 110

The financial adviser league tables by value and volume have been run from 01/01/2018 to 31/12/2018 and exclude lapsed and withdrawn deals. The tables are pan-European and cover all sectors. Legal advisers by value Legal advisers by deal count

2018 2017 Company Name Value Number 2018 2017 Company Name Value Number (EUR m) of Deals (EUR m) of Deals

1 1 Freshfields Bruckhaus Deringer 286,545 178 1 1 DLA Piper 90,654 416

2 2 Linklaters 240,516 173 2 2 CMS 40,297 293

3 13 Allen & Overy 199,562 251 3 4 Allen & Overy 199,562 251

4 4 Davis Polk & Wardwell 185,698 41 4 3 Baker McKenzie 68,867 232

5 19 Slaughter and May 171,943 56 5 5 Clifford Chance 166,696 191

6 6 Clifford Chance 166,696 191 6 9 Freshfields Bruckhaus Deringer 286,545 178

7 10 Herbert Smith Freehills 134,833 87 7 7 Eversheds Sutherland 10,662 177

8 9 Latham & Watkins 126,864 145 8 8 White & Case 53,807 176

9 8 Sullivan & Cromwell 123,635 39 9 6 Linklaters 240,516 173

10 5 Skadden Arps Slate Meagher & Flom 95,977 62 10 22 PwC legal 13,854 155

The legal adviser league tables by value and volume have been run from 01/01/2018 to 31/12/2018 and include lapsed and withdrawn deals. The tables are pan-European and cover all sectors. mergermarket.com Mergermarket Deal Drivers EMEA FY 2018 16 All Sectors

League tables

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

2018 2017 Company Name Value Number 2018 2017 Company Name Value Number (EUR m) of Deals (EUR m) of Deals

1 1 Rothschild & Co 8,737 85 1 4 PwC 6,620 93

2 5 PwC 6,620 93 2 5 Deloitte 5,594 88

3 6 Deloitte 5,594 88 3 2 Rothschild & Co 8,737 85

4 3 EY 5,426 78 4 3 EY 5,426 78

5 4 Lazard 4,297 39 5 1 KPMG 3,672 62

6 2 KPMG 3,672 62 6 6 Lazard 4,297 39

7 9 BNP Paribas 3,008 24 7 7 BDO 1,677 35

8 18 William Blair & Company 2,573 22 8 11 Oaklins 927 26

9 21 ALANTRA 2,272 25 9 8 ALANTRA 2,272 25

10 31 Morgan Stanley 2,146 15 10 19 BNP Paribas 3,008 24

The financial adviser mid-market league tables by value and volume have been run from 01/01/2018 to 31/12/2018 and exclude lapsed and withdrawn deals. The tables are pan-European and cover all sectors. Legal advisers by value – mid-market (€5m

2018 2017 Company Name Value Number 2018 2017 Company Name Value Number (EUR m) of Deals (EUR m) of Deals

1 4 Allen & Overy 6,610 66 1 1 DLA Piper 6,215 117

2 2 DLA Piper 6,215 117 2 3 CMS 4,506 82

3 6 Baker McKenzie 4,927 76 3 2 Baker McKenzie 4,927 76

4 5 CMS 4,506 82 4 6 Allen & Overy 6,610 66

5 1 Clifford Chance 4,241 40 5 8 Eversheds Sutherland 3,980 53

6 13 Jones Day 4,184 48 6 9 Jones Day 4,184 48

7 16 Eversheds Sutherland 3,980 53 7 4 Clifford Chance 4,241 40

8 9 Latham & Watkins 3,307 36 8 14 Latham & Watkins 3,307 36

9 15 Orrick Herrington & Sutcliffe 2,895 33 9 7 Linklaters 2,870 35

10 3 Linklaters 2,870 35 10 13 Hogan Lovells International 2,421 35

The legal adviser mid-market league tables by value and volume have been run from 01/01/2018 to 31/12/2018 and include lapsed and withdrawn deals. The tables are pan-European and cover all sectors. mergermarket.com Mergermarket Deal Drivers EMEA FY 2018 17 All Sectors

League tables

PR advisers by value PR advisers by deal count

2018 2017 Company Name Value Number 2018 2017 Company Name Value Number (EUR m) of Deals (EUR m) of Deals

1 1 Brunswick Group 243,113 153 1 1 FTI Consulting 187,680 169

2 2 Finsbury Hering Schuppener GPG 239,061 137 2 2 Brunswick Group 243,113 153

3 3 FTI Consulting 187,680 169 3 3 Finsbury Hering Schuppener GPG 239,061 137

4 5 Sard Verbinnen & Co 126,720 62 4 5 Maitland (AMO) 84,689 137

5 7 CNC/JKL (Publicis/MSLGROUP) 92,916 56 5 4 Citigate Dewe Rogerson 26,832 85

6 12 Tulchan Communications 86,558 50 6 11 Sard Verbinnen & Co 126,720 62

7 9 Maitland (AMO) 84,689 137 7 9 Greenbrook Communications 21,016 58

8 8 Ashton Consulting (AMO) 67,097 1 8 7 Kekst CNC (Publicis) 27,467 57

9 23 Community Group 53,663 37 9 10 Image Sept 18,196 57

10 58 LLORENTE & CUENCA (AMO) 41,135 14 10 12 CNC/JKL (Publicis/MSLGROUP) 92,916 56

The PR adviser league tables by value and volume have been run from 01/01/2018 to 31/12/2018 and exclude lapsed and withdrawn deals. The tables are pan-European and cover all sectors. PR advisers by value – mid-market (€5m

2018 2017 Company Name Value Number 2018 2017 Company Name Value Number (EUR m) of Deals (EUR m) of Deals

1 1 FTI Consulting 5,027 77 1 1 FTI Consulting 5,027 77

2 2 Brunswick Group 4,564 39 2 3 Brunswick Group 4,564 39

3 5 Maitland (AMO) 3,576 34 3 6 MHP Communications 1,401 38

4 3 Finsbury Hering Schuppener GPG 2,783 29 4 2 Citigate Dewe Rogerson 2,600 37

5 9 Tulchan Communications 2,708 30 5 5 Maitland (AMO) 3,576 34

6 4 Citigate Dewe Rogerson 2,600 37 6 7 Tulchan Communications 2,708 30

7 17 Image Sept 2,011 19 7 4 Finsbury Hering Schuppener GPG 2,783 29

8 13 Instinctif Partners 1,690 27 8 9 Instinctif Partners 1,690 27

9 6 Greenbrook Communications 1,481 11 9 8 Barabino & Partners 1,178 22

10 10 Powerscourt 1,468 19 10 17 Image Sept 2,011 19

The PR adviser mid-market league tables by value and volume have been run from 01/01/2018 to 31/12/2018 and exclude lapsed and withdrawn deals. The tables are pan-European and cover all sectors. mergermarket.com Mergermarket Deal Drivers EMEA FY 2018 18 Financial Services

Part of the Acuris report on global M&A activity

Financial Services

mergermarket.com Mergermarket Deal Drivers EMEA FY 2018 19 Financial Services

Financial Services Overview

Further information The €64.2bn of European financial services commodity exchanges in 2008 – gave CME a insurance, asset management and debt Get in touch M&A conducted throughout last year was trading presence in Europe, where it had only agencies made up the bulk of participants. considerably lower than the €87.8bn a year previously operated clearing processes. One such situation involved the only PE- earlier, and typified the year’s downbeat mood. Paul Francis-Grey While they are not expected to run as deep backed acquisition priced at more than €1bn, The 27% tumble continued a steady decline or wide as previous consolidation waves in Bain Capital’s buy–out of UK motor insurer that has taken place across the sector for the exchange world, there remain avenues esure Group. The insurer’s acquisition was several years. Andrea Putaturo in which deals can be conducted. But as among the six deals in the top 15 financial Opportunities to execute acquisitions in the with the banking community, these are likely services deals in 2018 that involved UK targets. financial services space have become far reserved for second- or third-tier outfits as The UK has been the subject of more column harder to come by than in other key industries competition issues have obstructed several inches than any other European country over in the 10 years since Lehman Brothers’ collapse, attempted headline mergers in the past. the last two years and is now entering the especially in the billion-euro-bracket. Ever since electronic trading swept through closing phases of its exit from the European Financial services is the only sector not to the exchange landscape at the turn of Union, which has proven pivotal for numerous have returned to pre-crash levels in Europe. the century, replacing screaming open dealmaking decisions. The UK’s position as As a wall of regulations has been built with outcry with screen and black-box trading, the global financial epicentre has been thrown the aim of safeguarding financial markets financial services has been at the forefront into question, which has prompted a variety of and avoiding a repeat of Lehman Brothers’ of innovative, intelligent and cutting-edge corporate action. failings, multi-billion-euro takeovers have all technology. From here, fintech emerged and While some have chosen to side-step any but disappeared from the industry, with little has become one of the most written-about, potential risk that may come with a hefty expectation of them soon returning. flourishing and invested-in sub-sectors to investment into the UK, the slightest glimmer of have developed in the last 20 years. Instead, the sector has relied upon a greater post-Brexit clarity may encourage institutions number of lower-value deals. In 2017, three Yet for all the money invested in what to take a more structured and focused approach deals were valued above €6bn, while in 2018, has become a far more essential – and to what they buy, and where. the largest transaction was Marsh & McLennan’s consequently fevered – hunting ground than takeover of JLT for €5.7bn. 20 years ago, financial services remains a sector in which M&A still revolves around CME Group, which dominates the US financial more traditional industries. US insurer Marsh futures market, made its most significant & McLennan Companies acquired UK-based foray into Europe to date, paying €4.6bn to Jardine Lloyd Thompson Group for €5.7bn buy London-based NEX platform in March. in one of the largest deals of the year. The The takeover – the largest exchange tie-up rest of the year’s largest deals consisted of globally since the €4.6bn merger between varied, yet established, sub-sectors: banking, Brazil’s BM&F and Bovespa stock and mergermarket.com Mergermarket Deal Drivers EMEA FY 2018 20 Financial Services

Top deals

Top 15 Announced Deals for Year Ending 31 December 2018 – European Targets Financial Services Sector

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

18-Sep-18 P Marsh & McLennan Companies Inc Jardine Lloyd Thompson Group Plc Jardine Matheson Holdings Limited 5,745

29-Mar-18 C CME Group Inc Nex Group Plc 4,646

23-Feb-18 C Phoenix Group Holdings Limited Vebnet (Holdings) plc (Undisclosed Majority Stake); and Standard Life Assurance Limited Standard Life Aberdeen plc 3,326 (Undisclosed Majority Stake)

20-Apr-18 C Old Mutual plc (Shareholders) Quilter plc (86.6% stake) Old Mutual Plc 2,839

22-May-18 P Emirates NBD PJSC Deniz Yatirim A.S. (99.85% stake) Sberbank OAO 2,722

18-Jun-18 C CYBG PLC Virgin Money Holdings (UK) plc 1,911

8-Aug-18 C ORIX Aviation Systems Limited Avolon Holdings Limited (30% stake) Bohai Leasing Co Ltd 1,906

17-Apr-18 C Intrum Justitia AB/Intesa Sanpaolo SpA JV Intesa Sanpaolo SpA (NPL recovery operations); and Intrum Justitia AB (Italian operations) Intrum AB; and Intesa Sanpaolo SpA 1,764

13-Jul-18 P Viridium Group GmbH & Co KG Generali Lebensversicherung AG (89.9% stake) Assicurazioni Generali SpA 1,669

21-Mar-18 C Deposit Insurance Agency (DIA) Promsvyazbank PJSC (99.9% stake) 1,601

6-Aug-18 C Dalmore –0 Equitix consortium John Laing Infrastructure Fund Ltd 1,584

5-Nov-18 P Bank Millennium SA Euro Bank SA (99.79% stake) Societe Generale SA 1,448

27-Mar-18 P Abanca Corporacion Bancaria SA Deutsche Bank Portugal Deutsche Bank AG 1,379

14-Aug-18 C Bain Capital esure Group Holdings Ltd 1,315

30-Oct-18 P RenaissanceRe Holdings Ltd Tokio Millennium Re AG; and Tokio Millennium Re (UK) Limited Tokio Marine Holdings Inc 1,294

C= Completed; P= Pending

mergermarket.com Mergermarket Deal Drivers EMEA FY 2018 21 Financial Services

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

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

4.6% 2.9%

11.5% 10.1%

31.6%

6.2% 8.8%

2.7% 47.7%

6.1% 7.6%

6.5% 5.8%

13.1% 6.2% 7.2%

9.9% 11.5%

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

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

mergermarket.com mergermarket.com Mergermarket Industry sector is based onthe dominant industry of the target. withdrawn, where the dominant location of the target is inEurope. Based onannounced deals, excluding those that lapsed orwere Value Quarterly M&Aactivity Value (€m) 40,000 30,000 20,000 35,000 25,000 10,000 15,000 5,000 Deal Value 0 Q1 Q2 2012 Q3 Q4 Q1 Moving average trend line Q2 2013 Q3 Q4 Deal Drivers EMEA Deal Drivers Q1 Q2 2014 Q3 Q4 Q1 Q2 2015 Q3 Q4 Q1 Q2 2016 Q3 Financial Services FY 2018 Q4 Q1 Q2 2017 Q3 Q4 Q1 Q2 2018 Q3 Q4 Industry sector is based onthe dominant industry of the target. withdrawn, where the dominant location of the target is inEurope. Based onannounced deals, excluding those that lapsed orwere Count Deal Quarterly M&Aactivity Number of deals Deal Count Deal 100 160 140 120 60 40 80 20 0 Q1 Q2 2012 Q3 Q4 Moving average trend line Q1 Q2 2013 Q3 Q4 Q1 Q2 2014 Q3 Q4 Q1 Q2 2015 Q3 Q4 Q1 Q2 2016 Q3 Q4 Q1 Q2 2017 Q3 Q4 Q1 Q2 2018 Q3 Q4 22 Mergermarket Deal Drivers EMEA FY 2018 23 Financial Services

League tables

Financial advisers by value Financial advisers by deal count

2018 2017 Company Name Value Number 2018 2017 Company Name Value Number (EUR m) of Deals (EUR m) of Deals

1 4 JPMorgan 38,968 17 1 9 Deloitte 5,220 37

2 1 Goldman Sachs & Co 28,851 22 2 2 Rothschild & Co 8,047 31

3 3 Morgan Stanley 20,886 10 3 11 PwC 3,134 30

4 10 Bank of America Merrill Lynch 13,258 12 4 1 KPMG 676 25

5 - Ardea Partners 12,048 1 5 6 Goldman Sachs & Co 28,851 22

6 6 Citi 10,672 14 6 7 Lazard 4,102 18

7 16 Evercore 8,976 11 7 4 JPMorgan 38,968 17

8 5 Rothschild & Co 8,047 31 8 12 Citi 10,672 14

9 - Simon Robertson Associates 5,745 1 9 5 Fenchurch Advisory Partners 4,902 13

10 18 Barclays 5,678 11 10 3 EY 1,164 13

The financial adviser league tables by value and count have been run from 01/01/2018 to 31/12/2018 and exclude lapsed and withdrawn deals. The tables are pan-European and are based on the following sector: Financial Services. Legal advisers by value Legal advisers by deal count

2018 2017 Company Name Value Number 2018 2017 Company Name Value Number (EUR m) of Deals (EUR m) of Deals

1 11 Clifford Chance 37,091 30 1 3 Allen & Overy 10,770 46

2 13 Skadden Arps Slate Meagher & Flom 21,335 5 2 4 Clifford Chance 37,091 30 3 42 Cleary Gottlieb Steen & Hamilton 14,381 5 3 8 DLA Piper 725 29 4 35 Willkie Farr & Gallagher 14,042 11 4 19 CMS 5,058 25 5 202 Debevoise & Plimpton 12,790 2 5 1 Linklaters 9,689 22 6 29 Herbert Smith Freehills 12,686 12 6 6 White & Case 5,592 20 7 3 Slaughter and May 12,496 8 7 2 Freshfields Bruckhaus Deringer 8,951 18 8 22 Bredin Prat 12,261 4 8 5 Hogan Lovells International 6,793 17 9 276 Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados 12,048 2 9 7 Eversheds Sutherland 343 14 10= 62 Cravath, Swaine & Moore 12,048 1

10= 54 King & Wood Mallesons 12,048 1 10 55 Herbert Smith Freehills 12,686 12

The legal adviser league tables by value and count have been run from 01/01/2018 to 31/12/2018 and include lapsed and withdrawn deals. The tables are pan-European and are based on the following sector: Financial Services. mergermarket.com Mergermarket Deal Drivers EMEA FY 2018 24 Industrials & Chemicals

Part of the Acuris report on global M&A activity

Industrials & Chemicals

mergermarket.com Mergermarket Deal Drivers EMEA FY 2018 25 Industrials & Chemicals

Industrials & Chemicals Overview

Further information M&A in I&C reached a new record in deal As they typically have a global customer after seeing some of its industrial champions Get in touch volume in 2018, buoyed by PE firms and base, industrial companies are seen as safer snapped by Chinese parties. China’s Yantai intense activity around corporate carve- investments in times of uncertainty. Taihai Corp, which had agreed to acquire outs and spin-offs. With an absence of Leifeld, dropped its takeover of the small Joao Grando On the corporate side, the year saw blockbuster deals, however, the high volume machine maker after strong indications that a prevalence of transactions aimed was counterbalanced by a more modest year in the government would block the deal. at reorganising the portfolios of large terms of deal value. Sabzina Oshikova conglomerates. Despite not being able to count on large A total of 1,634 transactions were booked in purchases from Chinese bidders, German- In I&C’s biggest deal, Swedish conglomerate Europe in the sector, 3.6% more than 2017 speaking countries managed to keep their Atlas Copco separated its mining and civil Mate Taczman and the highest yearly deal count since leadership in European I&C deals, holding at engineering units in a transaction worth Mergermarket records began in 2001. least a quarter of both total value and volume. €10.33bn. Among those looking to streamline, In terms of deal value, I&C saw a drop of 8.6% Fiat Chrysler disposed of Magneti Marelli in a The UK & Ireland, in spite of the uncertainties to €123.4bn over 2018, the lowest figure since €6.2bn-sale to KKR-backed Calsonic Kansei, created by Brexit, was the second most active 2015, mostly due to an absence of the sort of while industrial behemoth GE carved out INNIO region in terms of volume, a sign that British transformational deals seen in recent years, in a sale to Advent. engineering capabilities are still attracting the such as Praxair-Linde (2017) and Bayer- interest of buyers. Activist investors were another force driving Monsanto (2016). corporate restructurings. ABB, which has Going into 2019, European markets have Financial investors, awash in money and been a target of campaigning by Cevian, sold cooled off significantly. In I&C M&A, this could cheap debt, helped set the tone for the year. an 80.1% stake in its Power Grids division to create some interesting initiatives ranging from Carlyle and GIC’s €10.1bn-acquisition of Akzo Hitachi, and Hitachi itself announced it was cost-cutting to divestments and spin-offs, in Nobel’s specialty chemicals unit, rebranded taking full ownership of Italian rail signalling some cases prompted by activist shareholders. Nouryon, and Melrose buying UK industrialist company Ansaldo STS after clashing for years On the mid-market level, the potential GKN for €9.89bn featured second and third in with activist investor Elliott. slowdown means companies will be scrutinised the sector’s charts by value, with another five The absence of Chinese names among for their resilience. Aerospace, which will benefit transactions involving sponsors in the top 20. the largest I&C deals was a key difference from strong passenger demand in the long run, Sponsors were involved in 462 transactions compared to other years. This is explained, is likely to remain attractive, as are areas where worth €41.7bn in 2018, the highest value for PE in part, by the stricter capital outflow controls demand is safeguarded by strict regulations, firms in I&C in a decade. imposed by the Chinese government. such as energy efficiency and safety and protection equipment. PE firms are increasingly interested in Half-way through the year, the German industrial assets as they try to move away government also sent a signal to indicate from sectors exposed to political uncertainty. it would not be as cooperative as before mergermarket.com Mergermarket Deal Drivers EMEA FY 2018 26 Industrials & Chemicals

Top deals

Top 16 Announced Deals for Year Ending 31 December 2018 – European Targets Industrials & Chemicals Sector

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

24-Apr-18 C Atlas Copco AB (Shareholders) Epiroc AB Atlas Copco AB 10,334

27-Mar-18 C The Carlyle Group; and GIC Private Limited Nouryon Akzo Nobel NV 10,100

17-Jan-18 C Melrose Plc GKN Plc 9,890

17-Dec-18 P Hitachi Ltd ABB Ltd (power grids business) (80.1% stake) ABB Ltd 8,296

22-Oct-18 P Calsonic Kansei Corporation Magneti Marelli SpA Fiat Chrysler Automobiles NV 6,200

9-Mar-18 L Dana Incorporated GKN plc (driveline business) GKN Plc 5,065

5-Jul-18 C Taiyo Nippon Sanso Corporation Praxair Inc (Industrial gases & related machinery and equipment businesses) Praxair Inc 4,913

25-May-18 C Caisse de Depot et Placement du Quebec; Ontario Teachers' Pension Plan; and Techem GmbH Macquarie Infrastructure and Real Assets 4,600 Partners Group Holding AG

24-May-18 C Autoliv Inc (Shareholders) Veoneer Inc Autoliv Inc 3,104

25-Jun-18 C Advent International Corporation INNIO General Electric Company 2,784

18-Sep-18 P Thor Industries Inc Erwin Hymer Group 2,332

25-Jan-18 C Saudi Basic Industries Corporation Clariant AG (24.99% stake) Corvex Management; and 40 North Management 2,013

4-Jun-18 C DS Smith Plc Papeles y Cartones de Europa SA 1,801

26-Apr-18 C BASF SE Bayer AG (Additional crop science business) Bayer AG 1,700

08-Aug-2018 C Saudi Arabian Oil Co ARLANXEO Holding BV (50% stake) Lanxess AG 1,500

3-Dec-18 C EQT Partners AB Saur Group 1,500

C= Completed; P= Pending; L= Lapsed

mergermarket.com Mergermarket Deal Drivers EMEA FY 2018 27 Industrials & Chemicals

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

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

0.3% 1.4%

2.4% 5.5% 13.5% 14.4%

16%

13.9%

13.6% 9.9% 24.9% 29.6%

6.5% 6.9%

12.7% 12% 5.7% 10.8%

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

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

mergermarket.com mergermarket.com Mergermarket Industry sector is based onthe dominant industry of the target. withdrawn, where the dominant location of the target is inEurope. Based onannounced deals, excluding those that lapsed orwere Value Quarterly M&Aactivity Value (€m) 60,000 40,000 50,000 30,000 20,000 70,000 10,000 Deal Value 0 Q1 Q2 2012 Q3 Q4 Q1 Moving average trend line Q2 2013 Q3 Q4 Deal Drivers EMEA Q1 Q2 2014 Q3 Q4 Q1 Q2 2015 Q3 Q4 Q1 Q2 2016 Q3 Industrials &Chemicals FY 2018 Q4 Q1 Q2 2017 Q3 Q4 Q1 Q2 2018 Q3 Q4 Industry sector is based onthe dominant industry of the target. withdrawn, where the dominant location of the target is inEurope. Based onannounced deals, excluding those that lapsed orwere Count Deal Quarterly M&Aactivity Number of deals Deal Count Deal 400 500 300 200 450 350 250 100 150 50 0 Q1 Q2 2012 Q3 Q4 Moving average trend line Q1 Q2 2013 Q3 Q4 Q1 Q2 2014 Q3 Q4 Q1 Q2 2015 Q3 Q4 Q1 Q2 2016 Q3 Q4 Q1 Q2 2017 Q3 Q4 Q1 Q2 2018 Q3 Q4 28 Mergermarket Deal Drivers EMEA FY 2018 29 Industrials & Chemicals

League tables

Financial advisers by value Financial advisers by deal count

2018 2017 Company Name Value Number 2018 2017 Company Name Value Number (EUR m) of Deals (EUR m) of Deals

1 9 JPMorgan 48,420 28 1 1 PwC 4,888 87

2 1 Goldman Sachs & Co 46,152 30 2 3 Deloitte 8,711 70

3 12 Deutsche Bank 32,370 14 3 5 EY 1,857 62

4 11 UBS Investment Bank 28,878 18 4 2 KPMG 819 59

5 4 Credit Suisse 24,495 15 5 6 Lincoln International 3,000 48

6 3 Morgan Stanley 24,037 15 6 4 Rothschild & Co 22,894 44

7 7 Rothschild & Co 22,894 44 7 10 BDO 416 32

8 13 Lazard 21,350 27 8 9 Goldman Sachs & Co 46,152 30

9 8 Citi 18,064 16 9 19 JPMorgan 48,420 28

10 14 RBC Capital Markets 16,659 5 10 7 Lazard 21,350 27

The financial adviser league tables by value and count have been run from 01/01/2018 to 31/12/2018 and exclude lapsed and withdrawn deals. The tables are pan-European and are based on the following sectors: Automotive; Chemicals & Materials; Industrials – electronics; automation and products and services; and Manufacturing – other. Legal advisers by value Legal advisers by deal count

2018 2017 Company Name Value Number 2018 2017 Company Name Value Number (EUR m) of Deals (EUR m) of Deals

1 1 Freshfields Bruckhaus Deringer 28,541 39 1 1 DLA Piper 10,382 70

2 4 Linklaters 24,121 30 2 3 CMS 2,283 51

3 20 Clifford Chance 23,614 29 3 2 Baker McKenzie 16,999 47

4 10 Cravath, Swaine & Moore 20,665 6 4 6 Jones Day 1,839 43

5 113 Simpson Thacher & Bartlett 20,426 5 5 11 Freshfields Bruckhaus Deringer 28,541 39

6 22 Kirkland & Ellis 20,372 19 6 5 White & Case 848 35

7 59 Skadden Arps Slate Meagher & Flom 20,315 18 7 10 Allen & Overy 9,848 33

8 26 Shearman & Sterling 19,685 22 8 8 Linklaters 24,121 30

9 67 Vinge 19,617 30 9 12 Vinge 19,617 30

10 186 Mannheimer Swartling 19,549 22 10 47 Hogan Lovells International 4,540 30

The legal adviser league tables by value and count have been run from 01/01/2018 to 31/12/2018 and include lapsed and withdrawn deals. The tables are pan-European and are based on the following sectors: Automotive; Chemicals & Materials; Industrials – electronics, automation and products and services; and Manufacturing – other. mergermarket.com Mergermarket Deal Drivers EMEA FY 2018 30 Energy, Mining & Utilities

Part of the Acuris report on global M&A activity

Energy, Mining & Utilities

mergermarket.com Mergermarket Deal Drivers EMEA FY 2018 31 Energy, Mining & Utilities

Energy, Mining & Utilities Overview

Further information The flow of M&A across EMEA energy, mining power generation assets and building its This deal activity was largely driven by vendors Get in touch & utility (EMU) companies in Europe throughout renewable capacity. and bidders taking advantage of valuation 2018 was dominated by significant public market consensus, thanks to a generally stable oil price EDP has attracted CTG’s desire to increase its deals, which caused transaction values to spike, – at least until volatility returned, interrupting deal Patrick Harris stake for similar reasons; the target’s renewable though deal volume was less robust. flow in 2H18. energy assets make it a sought-after prize. The year saw €127.8bn worth of deal activity, The deal also shows the continued inbound However, despite the headline numbers, it Andrea Putaturo up 39% on the €91.7bn seen the year before. interest from Chinese strategics into European would be fair to say that 2018 provided plenty However, deal count took a hit, slumping 15% power and utilities. With trade tensions on of opportunity for oil and gas dealmaking, to 432. the rise, however, and increased critical particularly during 1H18, but those processes infrastructure concerns, this could cool future have yet to come to fruition or are not large The contrast between deal volume and interest from the East. enough to enter the EMU leader board. Deals value was chiefly due to two game-changing such as the sale of Chevron’s stake in the North deals sitting at the top of the 2018 EMU Power and utilities aside, 2018 also saw Sea Rosebank field to Equinor and BP’s asset leader board. E.ON’s yet-to-close takeover significant deal flow in the natural resources swap with Conoco Philips are major transactions of innogy, which involves an asset swap space. Of some significance is the position that would likely sit alongside some of the with vendor RWE, took top billing and adds of a mining deal in the top five transactions, largest deals of last year, should deal values approximately €37.9bn to the year’s total namely the €4.6bn acquisition of Africa- become public. deal value. focused Randgold Resources by Barrick Gold. The ability to realise value in this no-premium Going into 2019, upstream oil and gas M&A is Alone this would have provided the bedrock deal could herald a spate of consolidation shaping up to be active, with a number of high- for a solid year, but then came China Three attempts across the precious metals space, profile sale processes already underway. Gorges’ (CTG) ongoing offer to buy a majority which contains too many companies holding stake in Portuguese power and utility company Following the trend set by 2018, the renewables too few material assets. EDP, a deal that added a further €23bn to the M&A is expected to remain robust in 2019, year’s total value. Oil and gas experienced fewer deals in the especially since there is plenty of room for top billing than in 2017, when five deals – all consolidation among small-scale developers A shift to renewables was a big driver of deal above €2bn – occupied the top 15. Last year, and aggregators. activity. The RWE, E.ON and innogy deal, for only three deals clawed their way to the top 15: example, is all about transforming formerly Power and utilities deals are also likely to the sale of Glencore’s 9.18% stake in Russian cumbersome state-owned megaliths into continue going from strength to strength in 2019, major Rosneft to QIA for €3.9bn; the sale of clean energy producers and profitable energy with financial investors such as infrastructure, Shell’s Danish business to Noreco for €1.6bn; services companies. The complicated deal will pension and insurance funds constantly looking and the €1.5bn sale of Arclight Capital-backed see E.ON emerge as a growth engine focused to deploy capital into this space. Financial midstream player North Sea Midstream Partners on networks and retail, while RWE can get on investors are also likely to further invest in (NSMP) to Wren House. with the business of consolidating traditional offshore wind and take on earlier stage risk. mergermarket.com Mergermarket Deal Drivers EMEA FY 2018 32 Energy, Mining & Utilities

Top deals

Top 15 Announced Deals for Year Ending 31 December 2018 – European Targets Energy, Mining & Utilities Sector

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

12-Mar-18 P E.ON SE innogy SE RWE AG 37,859

11-May-18 P China Three Gorges Corporation Energias de Portugal SA (76.73% stake) 22,947

19-Sep-18 C Global Infrastructure Partners Hornsea 1 (50% stake) Orsted AS 5,024

24-Sep-18 C Barrick Gold Corporation Randgold Resources Limited 4,566

22-Feb-18 C CVC Capital Partners Limited; and Corporacion Financiera Alba SA Naturgy (20.07% stake) Repsol SA 3,816

4-May-8 C Qatar Investment Authority Rosneft Oil Company OAO (9.18% stake) Glencore Plc 3,700

18-Apr-18 C Total SA Direct Energie SA 2,607

2-Oct-18 C General Electric Company Three Energy Joint Ventures (Renewables, grid and nuclear) (50% stake) Alstom SA 2,594

7-Feb-18 C TerraForm Power Inc Saeta Yield SA Global Infrastructure Partners 2,450

4-Apr-18 C Universities Superannuation Scheme Limited; ATP Group; CNIC Corporation Limited; Redexis Gas SA (50.1% stake) Goldman Sachs Infrastructure Partners 2,015 and Guoxin Guotong Fund

17-Oct-18 P Altinex AS Shell Olie-Og Gasudvinding Danmark BV Royal Dutch Shell Plc 1,646

23-Jul-18 C Wren House Infrastructure Management Limited North Sea Midstream Partners Limited ArcLight Capital Partners 1,457

9-Nov-18 P Alberta Investment Management Corporation Eolia Renovables de Inversiones, S.C.R., S.A. (Undisclosed Majority Stake) Oaktree Capital Management 1,400

26-Jul-18 C F2i SGR SpA RTR Rete Rinnovabile Srl Terra Firma Capital Partners Limited 1,300

13-Jun-18 P Taikang Insurance Group Co Ltd Hinkley Point C (Nuclear power project) (Undisclosed Stake) 1,221

C= Completed; P= Pending

mergermarket.com Mergermarket Deal Drivers EMEA FY 2018 33 Energy, Mining & Utilities

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

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

0.9%

6% 4.2% 16.3% 5% 12.3% 22.2% 1.8%

17.1% 6.3%

30.3%

30.9% 7.2%

6%

9.7%

2.5% 6.3% 15%

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

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

mergermarket.com mergermarket.com Mergermarket Industry sector is based onthe dominant industry of the target. withdrawn, where the dominant location of the target is inEurope. Based onannounced deals, excluding those that lapsed orwere Value Quarterly M&Aactivity Value (€m) 60,000 90,000 40,000 50,000 30,000 80,000 20,000 70,000 10,000 Deal Value 0 Q1 Q2 2012 Q3 Q4 Q1 Moving average trend line Q2 2013 Q3 Q4 Deal Drivers EMEA Q1 Q2 2014 Q3 Q4 Q1 Q2 2015 Q3 Q4 Q1 Q2 2016 Q3 Energy, Mining &Utilities FY 2018 Q4 Q1 Q2 2017 Q3 Q4 Q1 Q2 2018 Q3 Q4 Industry sector is based onthe dominant industry of the target. withdrawn, where the dominant location of the target is inEurope. Based onannounced deals, excluding those that lapsed orwere Count Deal Quarterly M&Aactivity Number of deals Deal Count Deal 100 150 125 50 25 75 0 Q1 Q2 2012 Q3 Q4 Moving average trend line Q1 Q2 2013 Q3 Q4 Q1 Q2 2014 Q3 Q4 Q1 Q2 2015 Q3 Q4 Q1 Q2 2016 Q3 Q4 Q1 Q2 2017 Q3 Q4 Q1 Q2 2018 Q3 Q4 34 Mergermarket Deal Drivers EMEA FY 2018 35 Energy, Mining & Utilities

League tables

Financial advisers by value Financial advisers by deal count

2018 2017 Company Name Value Number 2018 2017 Company Name Value Number (EUR m) of Deals (EUR m) of Deals

1 1 Citi 95,210 16 1 1 Rothschild & Co 71,169 33

2 3 Bank of America Merrill Lynch 78,489 19 2 7 PwC 4,835 23

3 7 Rothschild & Co 71,169 33 3 2 EY 1,786 21

4 4 Lazard 68,281 16 4 6 Bank of America Merrill Lynch 78,489 19

5 5 Goldman Sachs & Co 56,906 11 5 4 KPMG 1,962 18

6 2 Morgan Stanley 44,271 12 6 17 Deloitte 1,408 18

7 12 BNP Paribas 38,734 9 7 9 Citi 95,210 16

8 11 Deutsche Bank 38,048 3 8 3 Lazard 68,281 16

9 24 Perella Weinberg Partners 37,859 1 9 24 Evercore 4,870 16

10 34 UBS Investment Bank 33,305 5 10 13 Macquarie Group 4,788 16

The financial adviser league tables by value and count have been run from 01/01/2018 to 31/12/2018 and exclude lapsed and withdrawn deals. The tables are pan-European and are based on the following sectors: Energy; Mining; and Utilities. Legal advisers by value Legal advisers by deal count

2018 2017 Company Name Value Number 2018 2017 Company Name Value Number (EUR m) of Deals (EUR m) of Deals

1 1 Linklaters 81,001 31 1 3 Linklaters 81,001 31

2 6 Freshfields Bruckhaus Deringer 55,980 13 2 2 Clifford Chance 17,121 31

3 3 Allen & Overy 52,263 30 3 9 Allen & Overy 52,263 30

4 57 Gibson, Dunn & Crutcher 41,135 3 4 5 Herbert Smith Freehills 13,241 19

5 75 Milbank Tweed Hadley & McCloy 39,828 4 5 1 Orrick Herrington & Sutcliffe 4,623 19

6 27 Hengeler Mueller 37,859 2 6 4 CMS 3,716 19

7 43 King & Wood Mallesons 26,560 10 7 12 DLA Piper 24,885 16

8 58 DLA Piper 24,885 16 8 10 Baker McKenzie 2,340 15

9 63 MLGTS Morais Leitao Galvao Teles Soares Da Silva & Associados 24,062 3 9 13 Freshfields Bruckhaus Deringer 55,980 13

10 129 Serra Lopes, Cortes Martins & Associados (SLCM) 24,062 2 10 17 Cuatrecasas 5,329 13

The legal adviser league tables by value and count have been run from 01/01/2018 to 31/12/2018 and include lapsed and withdrawn deals. The tables are pan-European and are based on the following sectors: Energy; Mining; and Utilities. mergermarket.com Mergermarket Deal Drivers EMEA FY 2018 36 Consumer

Part of the Acuris report on global M&A activity

Consumer

mergermarket.com Mergermarket Deal Drivers EMEA FY 2018 37 Consumer

Consumer Overview

Further information Lower consumer confidence, exacerbated by Similarly, to dig in against Amazon across the Meanwhile, consumer products firms Get in touch macroeconomic wobbles and political turmoil Atlantic, US-based supermarket group Kroger are getting leaner. Such belt-tightening across Europe, drove down deal activity in the acquired a 4.75% stake in UK-based grocery is not always voluntary: activist investor consumer sector in 2018. delivery service Ocado. Third Point is pressing Nestlé to spin off Barbara Pianese businesses that do not fit its strategy. Mergermarket’s 2018 data shows a 60.9% fall Inbound activity from outside of Europe was in consumer M&A value from the previous particularly strong, especially at the top end of The current long-term disruption the consumer Deane McRobie year to €44.6bn. This was due to fewer large the market. Of the year’s 15 largest transactions sector is facing will continue in 2019 and create transactions compared to previous years. While in 2018, Chinese and the US buyers accounted uncertainty, which, together with current capital deal count also saw a drop, it was much less for three deals each. markets volatility, could mean fewer deals. That significant – down 12% to 892 deals. said, the increasing presence of shareholder The €5.6bn offer Finnish sports-equipment activists and continuing portfolio rationalization Deal activity has been worse hit than in other supplier Amer Sports received from a could support M&A activity, as could large sectors because many consumer-focused consortium led by Chinese sportswear brands’ need to retain younger customers who businesses are also coping with long-term company ANTA Sports was the year’s are increasingly turning to products that are disruptive trends. Convenience and healthier second-largest deal in the sector and LATTE – that is, local, authentic, transparent, options are increasingly popular, especially demonstrates the continued Chinese interest traceable and ethical. among younger people, leaving global consumer in European brands, especially those with brands on the back foot, trying to adapt. Yet, strong growth potential in the Chinese despite the drop in activity, transactions ...in the domestic market. consumer sector still accounted for over 10% From the US, Michael Kors acquired Italian over Europe’s total deal count, from a 13.3% fashion group Versace for €1.8bn, hoping share in 2017 to 11.7% in 2018. to expand its brand portfolio and challenge Corporates were the buyers in most of the 15 European luxury conglomerates such as LVMH largest deals – worth close to €30.7bn in total – and Kering. in 2018, as valuations proved high and PE firms Retail, meanwhile, has been a mixed picture. could not realise comparable synergies. Bricks-and-mortar players such as UK- At a deal value of over €8.3bn, J Sainsbury’s based department store chain Debenhams announced merger with its UK-based grocery are struggling to cope with weak consumer peer Asda was the year’s largest consumer spending, but luxury group Richemont’s €2.6bn deal and among the top 20 largest deals acquisition of platform Yoox Net-A-Porter across all sectors in Europe. The transaction suggests an advantage to being online and was conceived as a defensive measure against high-end. Amazon’s expansion into the UK grocery market. mergermarket.com Mergermarket Deal Drivers EMEA FY 2018 38 Consumer

Top deals

Top 15 Announced Deals for Year Ending 31 December 2018 – European Targets Consumer Sector

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

30-Apr-18 P J Sainsbury Plc ASDA Group Limited Wal-Mart Stores Inc 8,265

7-Dec-18 P Consortium led by ANTA Sports Products Limited Amer Sports Oyj (98.6% stake) 5,609

22-Jan-18 C Bacardi Limited Patron Spirits International AG John Paul DeJoria (Private investor) 4,166

16-Feb-18 C VTB Bank OAO Magnit PJSC (29.1% stake) Sergey Galitskiy (Private investor) 1,957

25-Sep-18 C Capri Holdings Limited Gianni Versace SpA Blackstone Group; Santo Versace (Private investor); Donatella Versace (Private investor); and Allegra Versace 1,830 (Private investor)

16-Nov-18 C Archer Daniels Midland Company Neovia Group Unigrains SA; Eurazeo SA; IDIA Capital Investissement; InVivo Group; and Future French Champions 1,544

16-Mar-18 C Japan Tobacco Inc Donskoy Tabak JSC Ivan Savvidis (Private investor) 1,421

27-Feb-18 C Motor Fuel Limited MRH (GB) Limited Lone Star Funds 1,361

23-Jan-18 C JSC DIXY Yug DIXY Group (77.13% stake) Prosperity Capital Management Limited 898

10-May-18 C Canadian Tire Corporation Limited Helly Hansen AS Teachers’ Private Capital 698

22-Mar-18 C M.Video Eldorado Limited Safmar Industrial & Financial Group JSC 644

29-Sep-18 C Qingdao Haier Co Ltd Candy SpA Beppe and Aldo Fumagalli (Private Investors) 629

9-Feb-18 P Shandong Ruyi Investment Holding Company Limited Bally International AG (Undisclosed Majority Stake) JAB Holdings BV 571

21-Dec-18 P Kohlberg Kravis Roberts & Co Telepizza SAU (71.44% stake) 538

16-Mar-18 C Henkell & Co Sektkellerei KG Freixenet (50.67% stake) 536

C= Completed; P= Pending

mergermarket.com Mergermarket Deal Drivers EMEA FY 2018 39 Consumer

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

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

1.1% 1.5% 9.5% 13.7% 18%

26.3%

12.6%

16.2%

15.7%

10.4%

2.4%

17.5% 5.1% 7.5% 13.3% 9.3% 8.4% 11.5%

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

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

mergermarket.com mergermarket.com Mergermarket Industry sector is based onthe dominant industry of the target. withdrawn, where the dominant location of the target is inEurope. Based onannounced deals, excluding those that lapsed orwere Value Quarterly M&Aactivity Value (€m) 100,000 140,000 120,000 60,000 40,000 80,000 20,000 Deal Value 0 Q1 Q2 2012 Q3 Q4 Q1 Moving average trend line Q2 2013 Q3 Q4 Deal Drivers EMEA Q1 Q2 2014 Q3 Q4 Q1 Q2 2015 Q3 Q4 Q1 Q2 2016 Q3 Consumer FY 2018 Q4 Q1 Q2 2017 Q3 Q4 Q1 Q2 2018 Q3 Q4 Industry sector is based onthe dominant industry of the target. withdrawn, where the dominant location of the target is inEurope. Based onannounced deals, excluding those that lapsed orwere Count Deal Quarterly M&Aactivity Number of deals Deal Count Deal 300 200 250 100 150 50 0 Q1 Q2 2012 Q3 Q4 Moving average trend line Q1 Q2 2013 Q3 Q4 Q1 Q2 2014 Q3 Q4 Q1 Q2 2015 Q3 Q4 Q1 Q2 2016 Q3 Q4 Q1 Q2 2017 Q3 Q4 Q1 Q2 2018 Q3 Q4 40 Mergermarket Deal Drivers EMEA FY 2018 41 Consumer

League tables

Financial advisers by value Financial advisers by deal count

2018 2017 Company Name Value Number 2018 2017 Company Name Value Number (EUR m) of Deals (EUR m) of Deals

1 10 Morgan Stanley 18,688 8 1 4 Deloitte 7,479 41

2 2 Goldman Sachs & Co 17,477 13 2 5 Rothschild & Co 11,135 40

3 3 UBS Investment Bank 15,682 13 3 2 PwC 403 35

4 11 Citi 13,418 9 4 1 KPMG 2,553 34

5 5 Lazard 11,415 19 5 3 EY 1,652 32

6 7 Rothschild & Co 11,135 40 6 9 Oaklins 215 27

7 16 Credit Suisse 11,070 6 7 6 Lazard 11,415 19

8 4 JPMorgan 9,682 13 8 15 BDO 74 19

9 9 Bank of America Merrill Lynch 9,291 10 9 8 Houlihan Lokey 1,123 15

10 44 Deloitte 7,479 41 10 17 Goldman Sachs & Co 17,477 13

The financial adviser league tables by value and count have been run from 01/01/2018 to 31/12/2018 and exclude lapsed and withdrawn deals. The tables are pan-European and are based on the following sector: Consumer – retail, food and other. Legal advisers by value Legal advisers by deal count

2018 2017 Company Name Value Number 2018 2017 Company Name Value Number (EUR m) of Deals (EUR m) of Deals

1 15 Freshfields Bruckhaus Deringer 12,826 13 1 2 DLA Piper 1,712 49

2 4 Kirkland & Ellis 10,801 18 2 4 Allen & Overy 8,009 28

3 1 Davis Polk & Wardwell 10,114 7 3 1 Baker McKenzie 2,703 27

4 50 Slaughter and May 10,043 6 4 3 CMS 901 25

5 12 Linklaters 9,748 9 5 7 Eversheds Sutherland 540 24

6 17 Clifford Chance 8,806 17 6 35 Addleshaw Goddard 747 20

7 42 Gibson, Dunn & Crutcher 8,564 5 7 13 Kirkland & Ellis 10,801 18

8 178 Mayer Brown 8,295 5 8 8 Clifford Chance 8,806 17

9 29 Allen & Overy 8,009 28 9 11 Latham & Watkins 2,370 16

10 28 McCarthy Tetrault 5,991 2 10 25 Chiomenti 1,237 15

The legal adviser league tables by value and count have been run from 01/01/2018 to 31/12/2018 and include lapsed and withdrawn deals. The tables are pan-European and are based on the following sector: Consumer – retail, food and other. mergermarket.com Mergermarket Deal Drivers EMEA FY 2018 42 Telecoms, Media & Technology

Part of the Acuris report on global M&A activity

Telecoms, Media & Technology

mergermarket.com Mergermarket Deal Drivers EMEA FY 2018 43 Telecoms, Media & Technology

Telecoms, Media & Technology Overview

Further information Last year will be remembered as one that €8.6bn to a consortium comprising Macquarie The main semiconductor deal, and largest Get in touch broke all records for TMT M&A in Europe. Infrastructure and Real Assets and Danish tech deal, was China’s Wingtech Technology’s To begin, the year’s total deal value soared pension funds PFA, PKA and ATP. acquisition of Netherlands’ Nexperia for €3.6bn, 175% to reach €169.1bn, from €61.5bn in 2017 and is pending regulatory approval from the Amy-Jo Crowley In another major infra deal, Altice agreed to and surpassing the previous high of €132bn, Committee on Foreign Investment in the United sell close to half of SFR FTTH (fibre to the recorded pre-crisis in 2007. The sector saw States (CFIUS). Another large semi deal was home) to Allianz, AXA and OMERS for €1.8bn five deals priced upwards of €5bn involving Chinese state-backed semiconductor company Andrea Putaturo in an effort to create the largest fibre optic European targets in 2018, collectively valued Tsinghua Unigroup’s agreement to buy French infrastructure wholesaler in France. The sale at €82.3bn, versus just one such deal in 2017. chipmaker Linxens from CVC for €2.3bn. was prompted by Altice needing funds to help Comcast’s €42.2bn acquisition of Sky led address its debt pile and credit rating; the The market will now be asking whether 2019 the charge, becoming one of the most same reasons behind its decision to sell its can keep up. Concerns over receding stock closely watched deals of the year. The deal tower assets to KKR. valuations, Brexit and other geopolitical gives Comcast 23 million subscribers in uncertainties are expected to slow M&A. Against Meantime, the UK saw a sharp increase of M&A Europe, original programming, attractive this backdrop, acquirers may become reluctant activity in the events and exhibitions market, sports rights, and crucially, a Netflix-style to pay higher valuations, which could result in led by Informa’s €5bn takeover of UBM – the streaming service called NowTV, which more heated negotiation processes. second largest media deal and fifth largest could help the group survive a shift in TMT deal in Europe. Still, there are signs that dealmaking is set to consumer habits to online video. continue, at least among some sub-sectors. The fading music publishing industry also Other blockbuster deals last year include contributed to media sector activity thanks to Across Europe, telecoms infrastructure Vodafone’s €18.4bn purchase of Liberty Global’s Sony’s €3bn takeover of EMI Music Publishing. dealmaking is expected to remain strong over cable assets in Central Europe. This was the Private equity groups and others in the hunt for the coming year, as significant investments largest telecom deal and second largest TMT lucrative copyright income and stable revenues are required for 5G services, broadband deal. If approved by regulators, the deal would could prompt further activity. For example, infrastructure, FTTH and converged offerings. make Vodafone the largest provider of high- Vivendi is looking to sell up to half of Universal speed broadband and cable services in Europe. In broadcasting, the urgency to fend off Music to cash in on the back of Sony’s deal. competition from the likes of Amazon and Netflix In total, deal value in European telecoms jumped Technology M&A fared better than in previous is expected to lead to further M&A among to €59.6bn with 75 deals, versus €15.7bn and years. The sector clocked 947 deals worth established players, though consolidation 85 deals in 2017 – a 279% increase. €51.7bn, up from €34.4bn with 915 deals a year between broadcasters could be hampered by a Telecoms deal activity was further boosted by earlier. Semiconductor M&A made a comeback lack of cross-border synergies. Instead, strategic infrastructure funds seeking steady returns on as deal value recovered from 2017 year’s partnerships, joint ventures and reorganising investments from mobile and fibre networks. anaemic €520m worth of deals to €6.5bn assets could be a more likely route. In one such instance, TDC was sold for in 2018. mergermarket.com Mergermarket Deal Drivers EMEA FY 2018 44 Telecoms, Media & Technology

Top deals

Top 15 Announced Deals for Year Ending 31 December 2018 – European Targets Telecoms, Media & Technology Sector

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

25-Apr-18 C Comcast Corporation Sky Plc 42,235

9-May-18 P Vodafone Group Plc UPC Hungary; UPC Romania; Unitymedia GmbH; and UPC Czech Republic Liberty Global Plc 18,400

12-Feb-18 C DK Telekommunikation AS TDC AS 8,551

3-Jul-18 C CK Hutchison Holdings Limited Wind Tre SpA (50% stake) VEON Ltd 8,134

30-Jan-18 C Informa PLC UBM Plc 5,006

10-Jan-18 C Tele2 AB Com Hem AB 3,714

25-Oct-18 P Wingtech Technology Co Ltd Nexperia BV (75.86% stake) JAC Capital Management Ltd; and Wise Road Capital LTD 3,572

10-Dec-18 P Siris-Elliott consortium Travelport Worldwide Limited (95% stake) 3,478

14-Dec-18 P Merck & Co Inc Antelliq BC Partners Limited; and Public Sector Pension Investment Board 3,250

29-Jun-18 C Sony Corporation EMI Music Publishing Limited (60.2% stake) David Geffen; GSO Capital Partners; Jynwel Capital Limited; and Mubadala Capital 3,000

21-Mar-18 C PPF Group NV Telenor Hungary Ltd; Telenor d.o.o.; Telenor Montenegro; Telenor Bulgaria EAD; and Telenor ASA 2,800 Telenor Common Operation Zrt

22-Jan-18 C Compagnie Financiere Richemont SA YOOX Net-A-Porter Group (YNAP) (75.03% stake) 2,646

25-Jul-18 C Tsinghua Unigroup Ltd Linxens Group CVC Capital Partners Limited 2,250

17-Jul-18 C Telia Company AB Get AS; and TDC AS Norge TDC AS 2,215

2-Jul-18 P EQT Partners AB SUSE Linux GmbH Micro Focus International Plc 2,179

C= Completed; P= Pending

mergermarket.com Mergermarket Deal Drivers EMEA FY 2018 45 Telecoms, Media & Technology

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

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

2.7% 1.4% 3.1% 7%

13.4% 26.2%

16.9%

41.9% 3.3%

4.5%

8.1% 11.2%

16.2%

8% 5.5%

4.1% 15% 11.5%

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

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

mergermarket.com mergermarket.com Mergermarket Industry sector is based onthe dominant industry of the target. withdrawn, where the dominant location of the target is inEurope. Based onannounced deals, excluding those that lapsed orwere Value Quarterly M&Aactivity Value (€m) 60,000 90,000 40,000 50,000 30,000 80,000 20,000 70,000 10,000 Deal Value 0 Q1 Q2 2012 Q3 Q4 Q1 Moving average trend line Q2 2013 Q3 Q4 Deal Drivers EMEA Q1 Q2 2014 Q3 Q4 Q1 Q2 2015 Q3 Q4 Q1 Q2 2016 Q3 & Technology Telecoms, Media FY 2018 Q4 Q1 Q2 2017 Q3 Q4 Q1 Q2 2018 Q3 Q4 Industry sector is based onthe dominant industry of the target. withdrawn, where the dominant location of the target is inEurope. Based onannounced deals, excluding those that lapsed orwere Count Deal Quarterly M&Aactivity Number of deals Deal Count Deal 300 200 350 250 100 150 50 0 Q1 Q2 2012 Q3 Q4 Moving average trend line Q1 Q2 2013 Q3 Q4 Q1 Q2 2014 Q3 Q4 Q1 Q2 2015 Q3 Q4 Q1 Q2 2016 Q3 Q4 Q1 Q2 2017 Q3 Q4 Q1 Q2 2018 Q3 Q4 46 Mergermarket Deal Drivers EMEA FY 2018 47 Telecoms, Media & Technology

League tables

Financial advisers by value Financial advisers by deal count

2018 2017 Company Name Value Number 2018 2017 Company Name Value Number (EUR m) of Deals (EUR m) of Deals

1 1 Morgan Stanley 87,555 20 1 4 Deloitte 548 38

2 33 Barclays 69,087 14 2 1 EY 2,464 36

3 7 Bank of America Merrill Lynch 63,143 17 3 2 KPMG 1,091 35

4 2 Goldman Sachs & Co 61,577 30 4 5 PwC 581 31

5 11 Robey Warshaw 60,635 2 5 10 Goldman Sachs & Co 61,577 30

6 32 Evercore 48,773 9 6 3 Rothschild & Co 15,346 29

7 5 LionTree Advisors 47,539 11 7 6 Lazard 11,632 24

8 - PJT Partners 42,235 1 8 11 GCA Corporation 885 24

9 3 JPMorgan 36,663 23 9 8 JPMorgan 36,663 23

10 8 UBS Investment Bank 28,231 18 10 9 Morgan Stanley 87,555 20

The financial adviser league tables by value and count have been run from 01/01/2018 to 31/12/2018 and exclude lapsed and withdrawn deals. The tables are pan-European and are based on the following sectors: Computer – software, hardware and semiconductors; Telecoms – hardware and carriers; Internet/e–Commerce; and Media. Legal advisers by value Legal advisers by deal count

2018 2017 Company Name Value Number 2018 2017 Company Name Value Number (EUR m) of Deals (EUR m) of Deals

1 16 Freshfields Bruckhaus Deringer 85,604 32 1 1 DLA Piper 14,523 81

2 3 Allen & Overy 64,931 39 2 2 CMS 20,449 63

3 37 Davis Polk & Wardwell 47,812 10 3 4 Baker McKenzie 13,404 46

4 33 Travers Smith 46,138 21 4 7 Jones Day 10,904 41

5 45 Herbert Smith Freehills 45,557 14 5 5 Allen & Overy 64,931 39

6 166 Matheson 42,484 7 6 6 White & Case 14,040 35

7 7 Skadden Arps Slate Meagher & Flom 28,816 10 7 10 Goodwin Procter 10,447 33

8 49 Hengeler Mueller 26,747 9 8 24 Freshfields Bruckhaus Deringer 85,604 32

9 4 Slaughter and May 25,444 8 9 18 Kirkland & Ellis 9,610 30

10 1 Shearman & Sterling 22,114 11 10 3 Orrick Herrington & Sutcliffe 1,249 30

The legal adviser league tables by value and count have been run from 01/01/2018 to 31/12/2018 and include lapsed and withdrawn deals. The tables are pan-European and are based on the following sectors: Computer – software, hardware and semiconductors; Telecoms – hardware and carriers; and Internet/e–Commerce; and Media. mergermarket.com Mergermarket Deal Drivers EMEA FY 2018 48 Transportation

Part of the Acuris report on global M&A activity

Transportation

mergermarket.com Mergermarket Deal Drivers EMEA FY 2018 49 Transportation

Transportation Overview

Further information At €27.9bn, total deal values for European The second biggest deal in the sector was also Transportation sector M&A players are Get in touch transportation in 2018 could be said to have an infra fund play. Morgan Stanley Infrastructure expected to remain cautious in 2019. crashed compared to the €45.8bn worth of Partners put €2.8bn into German rail car Transaction numbers are likely to remain transactions in 2017. While there was a slight leasing company VTG, and now holds 70.63% below solid 2017 levels, with some pockets of Elaine Green improvement in confidence in the final quarter, of the asset. optimism around new technological platforms which witnessed a huge share of the year at monitoring cargo movement. Many European transportation players are €11.9bn in total value, this was not enough Andrea Putaturo concerned about the impact of Brexit on More airport sales are also set to take flight to prevent a 39% drop in value compared to free-trade flow and the complex regulatory in 2019, following the trend set by Vinci in 2017. Deal count also dropped to 248 in 2018, environment Brexit is expected to cause, its Gatwick and Belgrade deals. The Greek compared to 281 in 2017. especially for cross-border deals and cargo privatisation agency, The Hellenic Republic The success of 4Q18 was mainly due to the movement. The possibility of high custom and Asset Development Fund (HRADF), for mega acquisition of UK’s Gatwick Airport by duty rates as a result of Brexit is also set to instance, has said it expects to launch a France’s Vinci Airports for just over €6bn at dampen M&A in the sector, especially as UK tender in 2019 for a 30% stake in Athens the end of December. This was by far the and Ireland took up 25.6% of all European International Airport (AIA) in 2019. largest, though not the only deal in the airport transportation deals across the year by value Distressed M&A will also drive exits from other sector in Europe. Earlier in the year, Vinci in 2018. transportation assets as bankers across Europe paid €501m for a 25-year Concession for On a more positive note, cargo transportation lose patience over old loans. Belgrade’s Nikola Tesla Airport and Australian is not seeing the extreme highs and lows investment manager AMP acquired a 49% At the same time, new technologies driven by in freight rates it saw during the post-crisis stake in London Luton Airport Operations artificial intelligence, online platforms and car period. This in turn has led to a more stable for €383m. Both deals made it to the top 15 and truck pooling initiatives will drive deals and pricing environment, but the shipping sector, largest deals of the year in the sector. future trends. like most transportation sectors, is still expected There was no shortage of PE and infrastructure to avoid large deals in 2019 due to the market funds in both exits and buyouts. Of the top uncertainties, including surrounding Brexit. 15 largest deals in the sector in 2018, 10 The Baltic Dry Index, which measures supply involved a PE or infra fund as buyer or seller. and demand for global dry bulk shipping, was Global Infrastructure Partners’ (GIP) departure 1,189 on 10 January, reflecting the relative from the Gatwick asset was the largest PE stability of the year and expectations for 2019. exit in Europe in 2018. GIP put its faith in the This is a far cry from its all-time high of 2,330 Italian railways via the fourth biggest deal in in December 2013, but shows good progress the sector, the acquisition of Italian railway compared to just 290 in February 2016. company Italo – Nuovo Trasporto Viaggiatori for a total of €2.4bn. mergermarket.com Mergermarket Deal Drivers EMEA FY 2018 50 Transportation

Top deals

Top 15 Announced Deals for Year Ending 31 December 2018 – European Targets Transportation Sector

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

27-Dec-18 P VINCI Airports SAS Gatwick Airport Limited (50.01% stake) Global Infrastructure Partners; Abu Dhabi Investment Authority; Australian 6,002 Government Future Fund; The California Public Employees Retirement Funds; National Pension Service of Korea

26-Mar-18 C First State Investments (UK) Limited; and Hermes Investment Management Scandlines Aps 3i Group Plc 2,562

11-Feb-18 C Global Infrastructure Partners Nuovo Trasporto Viaggiatori SpA 2,383

16-Jul-18 C Morgan Stanley Infrastructure Inc VTG AG (42% stake) Kuehne Holding AG 2,351

26-Nov-18 P CMA-CGM SA CEVA Logistics AG (67% stake) 2,055

8-Oct-18 C AK Transneft OAO Novorossiysk Commercial Sea Port PJSC (25.05% stake) Summa Group 1,418

19-Jun-18 C Cerberus Capital Management Worldwide Flight Services Platinum Equity 1,200

2-Mar-18 C Atlantia SpA Getlink SE (15.49% stake) Goldman Sachs Infrastructure Partners 1,056

12-Apr-18 C DFDS AS U.N Ro-Ro Isletmeleri AS Esas Holding AS; and Actera Group 950

2-Nov-18 C IFM Investors; and Vitol Holding BV VTTI BV (50% stake) Buckeye Partners 855

29-Oct-18 C Global Ship Lease Inc Poseidon Containers Holdings Kelso & Company 660

7-Aug-18 C DP World Limited Unifeeder AS Nordic Capital; and Danica Pension AS 659

22-Mar-18 P VINCI Airports SAS 25-year Concession for Belgrade Nikola Tesla Airport Government of the Republic of Serbia 501

24-Apr-18 C AMP Capital Investors Limited London Luton Airport Operations Ltd (49% stake) Ardian 383

27-Feb-18 C TAV Havalimanlari Holding AS Fraport IC Ictas Antalya Havalimanı Terminal Yatırım ve Isletmeciligi IC Ibrahim Cecen Yatırım Holding AS 360 AS (48.99% stake); and Fraport IC Ictas Havalimani Isletme AS (49% stake)

C= Completed; P= Pending

mergermarket.com Mergermarket Deal Drivers EMEA FY 2018 51 Transportation

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

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

8.0% 3.6% 8.9% 18.5%

25.6% 9.2%

19.7% 10.9% 13.5%

3.9%

19.3% 1.5% 9.7% 14.9%

10.3%

8.7% 6.9% 6.9%

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

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

mergermarket.com mergermarket.com Mergermarket Industry sector is based onthe dominant industry of the target. withdrawn, where the dominant location of the target is inEurope. Based onannounced deals, excluding those that lapsed orwere Value Quarterly M&Aactivity Value (€m) 10,000 14,000 12,000 16,000 18,000 4,000 2,000 8,000 6,000 Deal Value 0 Q1 Q2 2012 Q3 Q4 Q1 Moving average trend line Q2 2013 Q3 Q4 Deal Drivers EMEA Q1 Q2 2014 Q3 Q4 Q1 Q2 2015 Q3 Q4 Q1 Q2 2016 Q3 Transportation FY 2018 Q4 Q1 Q2 2017 Q3 Q4 Q1 Q2 2018 Q3 Q4 Industry sector is based onthe dominant industry of the target. withdrawn, where the dominant location of the target is inEurope. Based onannounced deals, excluding those that lapsed orwere Count Deal Quarterly M&Aactivity Number of deals Deal Count Deal 60 40 50 30 80 20 70 10 0 Q1 Q2 2012 Q3 Q4 Moving average trend line Q1 Q2 2013 Q3 Q4 Q1 Q2 2014 Q3 Q4 Q1 Q2 2015 Q3 Q4 Q1 Q2 2016 Q3 Q4 Q1 Q2 2017 Q3 Q4 Q1 Q2 2018 Q3 Q4 52 Mergermarket Deal Drivers EMEA FY 2018 53 Transportation

League tables

Financial advisers by value Financial advisers by deal count

2018 2017 Company Name Value Number 2018 2017 Company Name Value Number (EUR m) of Deals (EUR m) of Deals

1 - Barclays 8,385 2 1 2 PwC 122 12

2 50 Rothschild & Co 7,952 10 2 19 Rothschild & Co 7,952 10

3 6 Goldman Sachs & Co 5,565 5 3 11 Morgan Stanley 5,545 9

4 2 Morgan Stanley 5,545 9 4 43 BDO 73 9

5 10 Deutsche Bank 4,128 4 5 10 Deloitte 209 8

6 3 Citi 3,832 7 6 1 EY 28 8

7 - Jamieson Corporate Finance 3,762 2 7 5 Citi 3,832 7

8 8 JPMorgan 3,468 3 8 36 UniCredit Group 3,094 7

9 25 UniCredit Group 3,094 7 9 3 KPMG 92 6

10 54 Credit Suisse 3,078 2 10 20 Goldman Sachs & Co 5,565 5

The financial adviser league tables by value and count have been run from 01/01/2018 to 31/12/2018 and exclude lapsed and withdrawn deals. The tables are pan-European and are based on the following sector: Transportation. Legal advisers by value Legal advisers by deal count

2018 2017 Company Name Value Number 2018 2017 Company Name Value Number (EUR m) of Deals (EUR m) of Deals

1 103 Weil Gotshal & Manges 6,197 4 1 6 DLA Piper 91 16

2 44 Slaughter and May 6,002 1 2 5 Baker McKenzie 4,722 9

3 22 Baker McKenzie 4,722 9 3 2 Clifford Chance 3,790 9

4 26 Gorrissen Federspiel 4,208 6 4 4 CMS 501 9

5 63 Sullivan & Cromwell 3,829 3 5 1 Allen & Overy 586 8

6 1 Clifford Chance 3,790 9 6 3 Linklaters 1,816 7

7 150 ALRUD 2,773 2 7 22 Eversheds Sutherland 62 7

8 14 Hengeler Mueller 2,773 1 8 52 Gorrissen Federspiel 4,208 6

9 - Bruun & Hjejle 2,562 1 9 8 Latham & Watkins 2,408 6

10 10 Latham & Watkins 2,408 6 10 7 Freshfields Bruckhaus Deringer 2,254 6

The legal adviser league tables by value and count have been run from 01/01/2018 to 31/12/2018 and include lapsed and withdrawn deals. The tables are pan-European and are based on the following sector: Transportation. mergermarket.com Mergermarket Deal Drivers EMEA FY 2018 54 Pharma, Medical & Biotech

Part of the Acuris report on global M&A activity

Pharma, Medical & Biotech

mergermarket.com Mergermarket Deal Drivers EMEA FY 2018 55 Pharma, Medical & Biotech

Pharma, Medical & Biotech Overview

Further information The European pharma, medical & biotech of reimbursement. In the race for Big Pharma to and creativity, for example asset swaps or put Get in touch (PMB) sector maintained its place as one of repopulate late-stage pipelines and penetrate options. At the same time, investor demands the top three highest-performing sectors new geographies in the swiftest way possible, will need to be met with solid rationales by value in 2018, contributing €125bn out of the Takeda-Shire deal is exemplary. Takeda to a deal and minimum antitrust risk. Mintoi Chessa-Florea the €837.9bn in total deal activity across all gained a well-groomed rare-diseases portfolio, Among other dynamics in the PMB sector, sectors where targets are based in Europe. and a haematology franchise that it can a spate of high-valuation multiples based on, push at high volume across South-East Asia. Andrea Putaturo PMB provided a hefty €108.4bn chunk of the for example, four-year-forward sales – as was While Shire’s attention was probably not on a total €557.7bn deal value generated in 1H18 the case with Eli Lilly’s €6.2bn acquisition of takeover, its rare-diseases and haematology across all sectors. Activity was greatest in the LOXO Oncology – has set new benchmarks units beefed up its valuation multiples and UK and Ireland, which contributed a 71.2% in dealmaking. enhanced takeout prospects for what was share of total deal value and 19.8% of total considered to be a generally good asset However, in time such projections could make European deal count. whose neurology franchise deterred bidders. companies susceptible to activist shareholder Takeda’s €65.8bn acquisition of Ireland’s Shire, entry, and to closer scrutiny from existing Takeda will also substantially increase its announced in May, topped the size chart stakeholders as promises need to be kept exposure to the US with this deal. The US is across all sectors. The only other PMB deal and expectations met. considered the most desirable pharmaceutical among the 10 largest was GlaxoSmithKline’s market globally, due to insurance reimbursement, As Big Pharma aggressively turns to biotechs €10.5bn acquisition of Swiss drug major and will account for roughly half of Takeda’s to fill innovation gaps, antitrust considerations Novartis’s 36.5% stake in the two companies’ revenue. Not a bad deal on the face of it, will also have to be well thought out, in both consumer-health joint venture. To propel despite vociferous market questioning about medtech and pharmaceuticals, as regulators growth and focus on pharma M&A in 2019, the rationale. take narrower approaches to defining a GSK decided in the latter half of the year to dominant position in the market. merge the unit with Pfizer’s consumer-health More importantly, the Takeda-Shire transaction division. This is set to create the largest set the sector’s M&A wheels in motion for A healthy level of activity is expected in 2019, over-the-counter consumer-health asset in what is anticipated to be a busy 2019, as driven in part by digital technology- and the world, and also excites much anticipation healthcare companies necessarily align to AI-powered healthcare services companies. in equity capital markets as a likely spin-off contend with powerhouse competitors by These companies will necessarily have to candidate in the next three years. engaging in partnerships and increasing their scale up their activities and become one-stop M&A pace. And while it is no secret that US shops for newly formed heavyweight pharma A closer look at the anatomy of large-scale giants like Pfizer, Gilead and Merck are on players, to help them streamline processes and deals shows, among other things, bidders the prowl for more deals, transactions going enhance efficiencies. fulfilling a need to secure leverage in the forward may require a new level of complexity therapeutic areas with the highest likelihood

mergermarket.com Mergermarket Deal Drivers EMEA FY 2018 56 Pharma, Medical & Biotech

Top deals

Top 15 Announced Deals for Year Ending 31 December 2018 – European Targets Pharma, Medical & Biotech Sector

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

8-May-18 C Takeda Pharmaceutical Company Limited Shire Plc 65,796

27-Mar-18 C GlaxoSmithKline Plc GlaxoSmithKline Consumer Healthcare (36.5% stake) Novartis AG 10,499

29-Jun-18 P CVC Capital Partners Limited; Public Sector Pension Investment Board; and StepStone Group Recordati SpA Recordati Family 6,340

29-Jan-18 C Sanofi SA Ablynx NV 3,679

20-Nov-18 C Boston Scientific Corporation BTG Plc Novo AS 3,476

19-Apr-18 C Procter & Gamble Company Merck KGaA (Consumer health business) Merck KGaA 3,400

16-Apr-18 C Temasek Holdings Pte Ltd Bayer AG (3.61% stake) 3,058

16-Apr-18 C Les Laboratoires Servier SAS Shire Plc (Oncology business) Shire Plc 1,942

16-May-18 P Sivantos Pte Ltd Widex AS 1,920

28-Jun-18 C Advent International Corporation Zentiva Group AS Sanofi SA 1,900

18-May-18 C CVC Capital Partners Limited; Ilmarinen Mutual Pension Insurance Company; Varma Mutual Pension Mehilainen Oy Kohlberg Kravis Roberts & Co; and Triton Partners 1,800 Insurance Company; and LocalTapiola Group

1-Oct-18 C Cinven-Bain consortium STADA Arzneimittel AG (35% stake) 1,442

13-Jul-18 C Ramsay Generale de Sante Capio AB 1,157

17-Oct-18 C Astorg Partners Nemera Montagu Private Equity 1,031

9-Aug-18 C BC Partners Limited VetPartners Limited August Equity; and Ares Management 778

C= Completed; P= Pending

mergermarket.com Mergermarket Deal Drivers EMEA FY 2018 57 Pharma, Medical & Biotech

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

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

0.4% 2% 1.2% 6% 5%

3.9% 19.8%

1.4% 13.3%

5.3%

1.9%

6.4% 7.9%

17.8%

71.2% 19.2%

10.4% 6.9%

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

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

mergermarket.com mergermarket.com Mergermarket Industry sector is based onthe dominant industry of the target. withdrawn, where the dominant location of the target is inEurope. Based onannounced deals, excluding those that lapsed orwere Value Quarterly M&Aactivity Value (€m) 100,000 60,000 90,000 40,000 50,000 30,000 80,000 20,000 70,000 10,000 Deal Value 0 Q1 Q2 2012 Q3 Q4 Q1 Moving average trend line Q2 2013 Q3 Q4 Deal Drivers EMEA Q1 Q2 2014 Q3 Q4 Q1 Q2 2015 Q3 Q4 Q1 Q2 2016 Q3 Pharma, Medical &Biotech FY 2018 Q4 Q1 Q2 2017 Q3 Q4 Q1 Q2 2018 Q3 Q4 Industry sector is based onthe dominant industry of the target. withdrawn, where the dominant location of the target is inEurope. Based onannounced deals, excluding those that lapsed orwere Count Deal Quarterly M&Aactivity Number of deals Deal Count Deal 200 100 160 140 180 120 60 40 80 20 0 Q1 Q2 2012 Q3 Q4 Moving average trend line Q1 Q2 2013 Q3 Q4 Q1 Q2 2014 Q3 Q4 Q1 Q2 2015 Q3 Q4 Q1 Q2 2016 Q3 Q4 Q1 Q2 2017 Q3 Q4 Q1 Q2 2018 Q3 Q4 58 Mergermarket Deal Drivers EMEA FY 2018 59 Pharma, Medical & Biotech

League tables

Financial advisers by value Financial advisers by deal count

2018 2017 Company Name Value Number 2018 2017 Company Name Value Number (EUR m) of Deals (EUR m) of Deals

1 8 JPMorgan 105,724 22 1 2 PwC 1,163 30

2 6 Goldman Sachs & Co 97,595 15 2 1 Rothschild & Co 16,116 29

3 4 Citi 84,420 8 3 6 Deloitte 974 27

4 7 Morgan Stanley 76,975 9 4 4 EY 1,661 25

5 15 Evercore 67,158 3 5 5 JPMorgan 105,724 22

6 16 Nomura Holdings 67,097 1 6 3 KPMG 1,124 18

7 3 Lazard 21,485 8 7 11 Goldman Sachs & Co 97,595 15

8 10 Rothschild & Co 16,116 29 8 14 BDO 209 11

9 43 Centerview Partners 13,743 6 9 168 Jamieson Corporate Finance 1,195 10

10 - Greenhill & Co 10,644 3 10 27 Morgan Stanley 76,975 9

The financial adviser league tables by value and count have been run from 01/01/2018 to 31/12/2018 and exclude lapsed and withdrawn deals. The tables are pan-European and are based on the following sectors: Pharmaceuticals; Medical; and Biotechnology. Legal advisers by value Legal advisers by deal count

2018 2017 Company Name Value Number 2018 2017 Company Name Value Number (EUR m) of Deals (EUR m) of Deals

1 5 Slaughter and May 81,453 6 1 6 PwC legal 1,927 58

2 13 Sullivan & Cromwell 76,203 3 2 1 CMS 2,446 26

3 12 Linklaters 75,692 12 3 4 Latham & Watkins 72,634 25

4 26 Davis Polk & Wardwell 74,815 6 4 5 DLA Piper 2,153 25

5 14 Latham & Watkins 72,634 25 5 7 Kirkland & Ellis 24,390 19

6 50 Arthur Cox 68,395 7 6 9 White & Case 15,059 17

7 46 Ashurst 67,978 6 7 13 Garrigues 738 17

8 103 A&L Goodbody 67,183 4 8 3 Freshfields Bruckhaus Deringer 28,951 16

9= - Anderson Mori & Tomotsune 67,097 1 9 11 Goodwin Procter 5,987 15

Note: Fried Frank Harris Shriver & Jacobson; Lee & Ko; Mori Hamada & Matsumoto; Mourant Ozannes; Nagashima Ohno & Tsunematsu; 10 2 Baker McKenzie 3,288 15 Nishimura & Asahi; and Ogier were also tied for the ninth position for FY 2018.

The legal adviser league tables by value and count have been run from 01/01/2018 to 31/12/2018 and include lapsed and withdrawn deals. The tables are pan-European and are based on the following sectors: Pharmaceuticals; Medical; and Biotechnology. mergermarket.com Mergermarket Deal Drivers EMEA FY 2018 60 The Middle East & North Africa

Part of the Acuris report on global M&A activity

The Middle East & North Africa MENA

mergermarket.com Mergermarket Deal Drivers EMEA FY 2018 61 The Middle East & North Africa

The Middle East & North Africa Overview

Further information Middle Eastern and North African M&A had agile, in part by opening themselves to foreign Perhaps unsurprisingly for the region, the Get in touch a solid year, with a remarkable 58% increase investment. Thanks to a stable oil price in H1, energy sector overall accounted for the largest in deal value over the course of 2018, and a some of these plans were put into effect. proportion of deals in terms of both deal volume more modest, though still significant, 10% rise and value, totalling €9.7bn across 31 deals. In Patrick Harris Abu Dhabi National Oil Company (ADNOC), in deal count. A total of 147 qualifying deals deal value terms, it was by far the largest sector, for instance, this year sold stakes to multiple has amounted to approximately €22.4bn of with at 43.4% of total M&A in the region. international players, including to Spain-based transaction values, compared to last year’s 133 Atef Hassan Cepsa and France’s Total, for €1.8bn and In second-place in terms of deal value was the deals worth €14.2bn in 2017. €1.2bn, respectively, in the third and fourth financial services sector. In fact, the largest deal The buoyant figures, however, belie a muted largest deals of the year in the region. this year in the region was a banking merger. environment in 2018. Broadly, the market has The €4.1bn tie-up between Saudi Arabia’s The desire to modernise legacy companies been subdued, aside from a few big-ticket Alawwal and Saudi British banks was a step-in and attract foreign investment wasn’t confined M&A deals and privatisations. sector consolidation in a region that has long only to the oil and gas sector. In Saudi Arabia, been considered overbank. An illustration of how the movements of state- the country’s Capital Markets Authority (CMA) owned companies can skew the region’s M&A introduced a number of reforms this year, such Across MENA countries, the privatisation and figures can be found in Saudi Arabia’s state- as changes to the Qualified Foreign Investor modernisation of state-owned companies is owned oil company, Aramco, which grabbed (QFI) framework, to improve transparency and likely to continue into 2019, driven by the need headlines when it postponed its IPO and accounting standards on the country’s Tadawul of governments to raise capital. announced its plans to acquire a majority stake in stock exchange in order to attract foreign In Oman, the government is well underway petrochemicals producer Sabic. The Sabic deal, instructional investors. privatising its electricity transmission system which could be worth as much as €60bn, would While an influx of foreign investment has not operator, Nama Holdings, and a number have completely overshadowed any other M&A yet materialised, CMA reforms did at least of distribution network operators, while activity in the region, but was not included in this encourage one large domestic deal. The floating ACWA Power in Saudi Arabia remains year’s tally as the deal has not yet been defined. merger of Sahara Petrochemical and Saudi earmarked for 1H19. Aramco, like many other national oil companies International Petrochemical (Sipchem) was In Egypt, the government has ambitious in the region, is looking to re-focus from floated in 2014, but the parties called it off privatisation plans, but challenges remain with upstream operations, such as extraction, to at the time, citing inadequate regulatory high interest rates and caution from international downstream operations, such as refining, and framework in the Kingdom. This year, after the investors. ENPPI, Banque du Caire and Eastern petrochemicals. Doing so would allow them CMA announced reforms intended to facilitate Company are among those state-controlled to better hedge against fluctuating oil prices M&A, the €1.8bn transaction – the region’s companies lined up to list. and prepare for a less oil-dependent future. second largest in 2018 – was rekindled. The Many state-owned companies are also trying deal allows the two petrochemical companies to modernise, diversify, and become more to achieve synergies and diversify product. mergermarket.com Mergermarket Deal Drivers EMEA FY 2018 62 The Middle East & North Africa

Top deals

Top 15 Announced Deals for Year Ending 31 December 2018 – The Middle East & North Africa All Sectors (Based On Target, Excludes Israel)

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

3-Oct-18 P Saudi British Bank Alawwal Bank Financial Services Royal Bank of Scotland Group Plc; General Organization 4,091 for Social Insurance; and Olayan Saudi Investment Company Limited

6-Dec-18 P Saudi International Petrochemical Company Sahara Petrochemical Co Industrials & Chemicals 1,785

18-Feb-18 C Compania Espanola de Petroleos SAU Abu Dhabi National Oil Company (Umm Lulu concession) (20% stake); and Abu Dhabi Energy, Mining & Utilities Abu Dhabi National Oil Company 1,200 National Oil Company (Sateh Al Razboot concession) (20% stake)

18-Mar-18 C Total SA Abu Dhabi National Oil Company (Lower Zakum Off Shore Concession) (5% stake); Energy, Mining & Utilities Abu Dhabi National Oil Company 1,179 and Abu Dhabi National Oil Company (Umm Shaif and Nasr fields) (20% stake)

8-Mar-18 C Sanlam Ltd; and Santam Limited Saham Finances SA (53.37% stake) Financial Services Moulay Hafid Elalamy (Private investor); and Ghita Lahlou 849 El Yacoubi (Private investor)

7-May-18 C Aldar Properties PJSC Tourism Development & Investment Company PJSC (Portfolio of 14 operating real Real Estate Tourism Development & Investment Company 844 estate assets)

11-Mar-18 C Mubadala Petroleum Zohr oil field (10% stake) Energy, Mining & Utilities Eni SpA 759

24-Sep-18 P United Energy Group Limited Kuwait Energy plc Energy, Mining & Utilities 722

11-Mar-18 C Eni SpA Abu Dhabi National Oil Company (Lower Zakum off shore concession) (5% stake); Energy, Mining & Utilities Abu Dhabi National Oil Company 711 and Abu Dhabi National Oil Company (Umm Shaif and Nasr fields) (10% stake)

5-Mar-18 C KCA Deutag Drilling Limited Dalma Energy (Omani and Saudi Arabian businesses) Energy, Mining & Utilities Dalma Energy 536

10-Feb-18 C ONGC Videsh Limited; Indian Oil Corporation (IOC); Abu Dhabi National Oil Company (Lower Zakum off shore concession) (10% stake) Energy, Mining & Utilities Abu Dhabi National Oil Company 490 and Bharat PetroResources Limited

21-Mar-18 C PetroChina Company Limited Abu Dhabi National Oil Company (Lower Zakum off shore concession) (10% stake) Energy, Mining & Utilities Abu Dhabi National Oil Company 488

26-Feb-18 C Inpex Corporation Abu Dhabi National Oil Company (Lower Zakum off shore concession) (10% stake) Energy, Mining & Utilities Abu Dhabi National Oil Company 486

8-Oct-18 P Baker Hughes Incorporated ADNOC Drilling (5% stake) Energy, Mining & Utilities Abu Dhabi National Oil Company 479

21-Mar-18 C PetroChina Company Limited Abu Dhabi National Oil Company (Umm Shaif and Nasr fields) (10% stake) Energy, Mining & Utilities Abu Dhabi National Oil Company 465

C= Completed; P= Pending

mergermarket.com mergermarket.com Mergermarket industry of the target. (excl. Israel) Africa. or North Industry sector is based onthe dominant withdrawn, where the dominant location of the target is inMiddle East Based onannounced deals, excluding those that lapsed orwere Value Mix of deals by industry sector Value (€m) 10,000 4,000 2,000 5,000 8,000 6,000 9,000 3,000 7,000 1,000 0 2,743 Industrials & Chemicals € 5,758.4

Financial Services € 341.7

Business Services € Deal Drivers EMEA 738.5

Consumer € 9,713.6

Energy, Mining & Utilities € 1,205.3

TMT € 105.6

Leisure € 204 Transportation € & North Africa& North The MiddleEast FY 2018 527.4 Pharma, Medical & Biotech € 200.7

Construction € 851.8 Real Estate € 13.7 Agriculture € industry of the target. (excl. Israel) Africa. orNorth Industry sector is based onthe dominant withdrawn, where the dominant location of the target is inMiddle East Based onannounced deals, excluding those that lapsed orwere Count Deal Mix of deals by industry sector Number of deals 30 20 35 25 10 15 0 5

Industrials & Chemicals 17

Financial Services 16

Business Services 16

Consumer 19

Energy, Mining & Utilities 31

Telecoms, Media & Technology 17

Leisure 5

Transportation 3

Pharma, Medical & Biotech 13

Construction 3

Real Estate 4

Agriculture 2 63 mergermarket.com Mergermarket is inMiddle East (excl. Israel) Africa. orNorth were withdrawn, where the dominant location of the target Based onannounced deals, excluding those that lapsed or Value Quarterly M&Aactivity Value (€m) 10,000 14,000 12,000 16,000 4,000 2,000 8,000 6,000 Deal Value 0 Q1 Q2 2012 Q3 Q4 Q1 Moving average trend line Q2 2013 Q3 Q4 Deal Drivers EMEA Q1 Q2 2014 Q3 Q4 Q1 Q2 2015 Q3 Q4 Q1 Q2 2016 Q3 & North Africa& North The MiddleEast FY 2018 Q4 Q1 Q2 2017 Q3 Q4 Q1 Q2 2018 Q3 Q4 is the Middle East (excl. Israel) Africa. orNorth were withdrawn, where the dominant location of the target Based onannounced deals, excluding those that lapsed or Count Deal Quarterly M&Aactivity Number of deals Deal Count Deal 40 50 30 20 45 35 25 10 15 0 5 Q1 Q2 2012 Q3 Q4 Moving average trend line Q1 Q2 2013 Q3 Q4 Q1 Q2 2014 Q3 Q4 Q1 Q2 2015 Q3 Q4 Q1 Q2 2016 Q3 Q4 Q1 Q2 2017 Q3 Q4 Q1 Q2 2018 Q3 Q4 64 Mergermarket Deal Drivers EMEA FY 2018 65 The Middle East & North Africa

League tables

Financial advisers by value Financial advisers by deal count

2018 2017 Company Name Value Number 2018 2017 Company Name Value Number (EUR m) of Deals (EUR m) of Deals

1 1 Goldman Sachs & Co 10,804 7 1 1 EY 1,914 18

2 7 HSBC 7,363 6 2 6 Rothschild & Co 3,070 13

3 2 Morgan Stanley 7,042 8 3 14 KPMG 116 9

4 3 JPMorgan 5,284 8 4 9 Morgan Stanley 7,042 8

5 19 Rothschild & Co 3,070 13 5 3 JPMorgan 5,284 8

6 - Sberbank OAO 2,722 1 6 2 PwC 230 8

7 - UBS Investment Bank 2,095 2 7 4 Goldman Sachs & Co 10,804 7

8 6 Credit Suisse 2,013 4 8 11 HSBC 7,363 6

9 18 EY 1,914 18 9 5 Citi 1,738 5

10 5 Citi 1,738 5 10 7 Bank of America Merrill Lynch 686 5

The financial adviser league tables by value and count have been run from 01/01/2018 to 31/12/2018 and exclude lapsed and withdrawn deals. The tables are based on dominant target, bidder or seller company geography being the Middle East and North Africa excluding Israel, and cover all sectors. Legal advisers by value Legal advisers by deal count

2018 2017 Company Name Value Number 2018 2017 Company Name Value Number (EUR m) of Deals (EUR m) of Deals

1 9 Clifford Chance 12,775 14 1 1 Allen & Overy 8,076 29

2 5 Shearman & Sterling 9,423 13 2 2 Freshfields Bruckhaus Deringer 8,677 18

3 107 AS&H 8,878 9 3 11 DLA Piper 782 17

4 3 Freshfields Bruckhaus Deringer 8,677 18 4 3 Clifford Chance 12,775 14

5 13 Allen & Overy 8,076 29 5 5 Shearman & Sterling 9,423 13

6 2 White & Case 7,705 12 6 4 Baker McKenzie 5,189 13

7 18 Baker McKenzie 5,189 13 7 6 White & Case 7,705 12

8 4 Linklaters 4,510 8 8 9 Herbert Smith Freehills 3,120 10

9 68 WongPartnership 3,700 1 9 107 AS&H 8,878 9

10 15 Cleary Gottlieb Steen & Hamilton 3,417 4 10 8 Linklaters 4,510 8

The legal adviser league tables by value and count have been run from 01/01/2018 to 31/12/2018 and include lapsed and withdrawn deals. The tables are based on dominant target, bidder or seller company geography being the Middle East and North Africa excluding Israel, and cover all sectors. mergermarket.com YOU DRIVE THE DEAL. WE DO THE REST.

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Criteria Contacts

The following notes pertain to data contained Data underlying the League Tables are based Head of Research Energy, Mining & Utilities Advertising Opportunities in this publication: on deals where the bidder, target or seller Giovanni Amodeo Patrick Harris, Erik Wickman geography of either is that of the geography Analytics: Andrea Putaturo [email protected] Americas Deals are included where the deal value is in focus. +(1) 212 686 3329 Lana Vilner Consumer greater than or equal to US$5m. Barbara Pianese, Deane McRobie Mid-market is defined as €5-€250m. Asia-Pacific Where no deal value has been disclosed, deals Gerry Tee Telecoms, Media & Technology are included if the turnover of the target is All data included is correct as of 4 January 2018. Amy-Jo Crowley, EMEA greater than or equal to US$10m. Analytics: Andrea Putaturo Andrea Putaturo League Tables correct as of 23 January 2018. Transportation Deals where the effective stake acquired is All Sectors Elaine Green, less than 30% will only be included if the value Top deals correct as of 4 January 2018. Yining Su Analytics: Andrea Putaturo is greater than US$100m. Financial Services For a full version of the Mergermarket M&A Pharma, Medical & Biotech Paul Francis-Grey, Deals are included in the graphs and Top deal database inclusion and league table Mintoi Chessa-Florea, Analytics: Andrea Putaturo Deals in each section based on the dominant criteria, go to: Analytics: Andrea Putaturo geography and dominant sector of the www.mergermarket.com/pdf/deal_criteria.pdf Industrials & Chemicals The Middle East & North Africa target company. Joao Grando, Patrick Harris, Atef Hassan Analytics: Sabzina Oshikova and Mate Taczman

mergermarket.com Mergermarket Deal Drivers EMEA FY 2018 69

Mergermarket is an Acuris company

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