The Comprehensive Review of Mergers and Acquisitions in the EMEA Region

February 2010 DEAL dRIVERS The comprehensive review of mergers and acquisitions in the EMEA region

Published by: In association with:

00 1 Contents

Opening remarks: BBVA 3

Opening remarks: Merrill DataSite 4

Heat Chart 5

All Sectors 6

Financial Services 14

Industrials & Chemicals 18

Energy, Mining & Utilities 22

Consumer 26

Technology, Media & Telecommunications 30

Transportation 34

Pharma, Medical & Biotech 38

Construction 42

Middle East & North Africa 46

BBVA contacts 50

Merrill DataSite contacts 54

About mergermarket mergermarket is an unparalleled mergers and acquisitions intelligence tool. In any market, the life blood of advisers is deal flow. mergermarket is unique in the provision of origination intelligence to the investment banking, legal, private equity, acquisition finance, public relations and corporate markets. With an unrivalled network of journalists and analysts covering M&A in Europe and North America, mergermarket generates proprietary intelligence and delivers it, together with daily aggregated content, on its mergermarket.com platform and by real-time email alerts to its subscribers. With the launch of DealScope, a revolutionary analytical tool, mergermarket clients can now gain a multi-dimensional snapshot of any potential M&A situation at the click of a button. This wealth of intelligence, together with a series of deal databases, individual and house league tables, profiles and editorial, has proven time and time again that this product can and does provide real revenues for our clients. This is apparent when you see that mergermarket is used by over 400 of the world’s foremost advisory firms to assist in their origination process. mergermarket is not interested in news, by then the opportunity has usually passed. mergermarket focuses on revenue-generating intelligence and proves daily that it is one of the most useful and powerful tools for the M&A market. Opening remarks: BBVA

mergermarket, in association with BBVA Corporate Finance and Meanwhile, the largest deals of the year occurred in traditionally Merrill DataSite, is delighted to present the latest edition of Deal defensive sectors such as the Utilities and Pharma industries. Drivers Europe. This report provides a comprehensive review of Healthcare industry mergers have made a significant contribution M&A activity and trends across Europe. to aggregate deal value, which included the merger of Roche and Genentech. The fallout effects of the credit crunch and global financial turmoil, exacerbated by the autumn of 2008, have impacted 2009 M&A M&A activity in 2009 has also been largely characterised by forced activity beyond doubt. The year witnessed the continuation of a divestments as a result of highly-leveraged corporates seeking general decline in overall M&A activity which saw 3,555 deals to reduce debt levels. Additionally, many processes have been valued at €328.7bn, a decrease of 53.7% in value and 34.9% cancelled due to lack of financing (especially for financial buyers). in volume compared to 2008. Activity in the United Kingdom accounted for up to 27.9% of European M&A activity by value and Despite all of the new circumstances faced by M&A participants, 19.1% by number of deals announced. the recovery in the financial markets in early March signalled the beginning of a recuperation, and as such, M&A market activity The 2009 M&A landscape has changed dramatically from the has demonstrated a new spree of large transactions such as the boom just a few years ago. The scarcity of new money from Cadbury raid by Kraft Foods. banking sources for funding either corporate or financial sponsor initiatives has been the predominant feature driving both volumes We hope you enjoy reading the report and we appreciate any and values of transactions down to lower-cycle levels. Additionally, feedback you might have. traditional disparity between buyers and sellers in terms of price expectations for those transactions in the pipeline has led to a large number of deals being postponed or cancelled.

As a result, a number of traditional advisory houses have lost grip of their leading positions within the league tables, leaving room for independent advisory firms, corporate finance boutiques and universal banks with commercial roots which have gained market share at the expense of those ‘bulge bracket’ institutions.

It is clear that a new stage has emerged for advisory roles, given that for the most part, corporates rely on their relationship with banks for an increasingly integrated provision of banking services in terms of advisory, financing, and complementary Mario Pardo Bayona financial services being now rendered by universal banking model Managing Director entities. As a result, many institutions within this category have BBVA Corporate Finance strengthened their presence within the advisory space. A clear Madrid example was the announcement of the absorption of the Spanish Infrastructure group Ferrovial by its subsidiary Cintra late in July last year. This landmark transaction, warmly welcomed by the financial markets and one of the largest deals in Europe in 2009, signalled a defining moment for Ferrovial Group. The company was able to weather a new economic climate and restore financial soundness following the transformative acquisition of BAA.

3 Opening remarks: Merrill DataSite

Welcome to the full-year 2009 edition of EMEA Deal Drivers, More broadly, dealmakers’ appetites to broker large-cap brought to you by mergermarket in association with Merrill transactions seemed ever greater as the year progressed. In the DataSite and BBVA Corporate Finance. This Deal Drivers first half of the year, for instance, the number of transactions publication provides readers a broad and detailed review of the valued at €500m or more totalled just 46, but rose by one-third to major trends and activity in European M&A. 61 in the remaining six months, offering an encouraging sign for the European deal market in the year ahead. Clearly, the M&A marketplace underwent a profound change over the last year as companies and deal makers grappled with the As firms set forth to seize on new opportunities and avoid challenges of a hostile business climate in which the prevailing potential pitfalls in the recovering market, Merrill DataSite uncertainty and tight liquidity conditions stymied deal flow. offers the excellent and secure virtual data room (VDR) solution Admittedly, lingering challenges persist and the frenzied pace of that streamlines the due diligence process, providing improved activity that characterised the pre-crisis deal market will not be information management as well as cost-cutting and time-saving quick to return, but there is no doubt that M&A is making its way capabilities in a deal market where such attributes are paramount. back onto the corporate agenda. If you would like any information about how Merrill DataSite can assist you in executing your business’ M&A strategy, please visit In point of fact, the volume of quarterly M&A increased by 13.1% our website at www.datasite.com. quarter on quarter in Q4 2009 to 942 transactions, the fastest rate of increase witnessed in the past five years. At the same As always, Merrill DataSite is delighted to present the full-year time, deal valuations also firmed, with aggregate deal value more 2009 edition of Deal Drivers Europe, the comprehensive review than doubling in the final quarter of the year to €128.8bn. Indeed, of M&A transaction activity and trends across Europe. We hope Europe saw a number of blockbuster transactions in 2009 such that you continue to find it useful. as the largest announced deal last year, the joint venture between the two UK-listed mining giants in December, Rio Tinto and BHP Billiton in a deal valued at a hefty €39bn.

Casting a look to private equity, the asset class clearly struggled this past year with issues surrounding leverage, corporate valuations and a lack of viable targets all conspiring to dampen activity. Nonetheless, the asset class still clambered back from the brink, brokering some notable transactions such as BC Partners and Apollo Management’s announced exit from their combined 64.4% stake in Unitymedia GmbH, the German cable network operator, to Liberty Global, the US-based global cable operator, for €3.5bn. Paul Hartzell Senior Vice President, DataSite Merrill Corporation Ltd London

4 Heat Chart

European Heat Chart – Intelligence

UK CEE Germanic Italy SEE Nordic Russia France Benelux Iberia Middle TOTAL (excl. East & Russia) North Africa TMT 153 73 80 42 27 41 17 48 28 25 73 607 Industrials & 48 117 109 60 45 52 37 27 28 16 45 584 Chemicals Consumer 87 96 80 41 68 31 35 52 25 26 33 574 Energy, Mining & 81 91 43 31 32 25 57 21 18 14 50 463 Utilities Financial Services 72 79 43 34 24 4 30 18 36 18 103 461 Pharma, Medical & 48 25 51 23 8 42 3 14 17 19 22 272 Biotech Business Services 63 30 27 17 10 18 3 9 33 7 14 231 Leisure 55 17 25 32 15 4 12 17 5 12 16 210 Construction 15 42 16 9 18 7 12 10 5 15 34 183 Transportation 15 30 12 11 9 10 11 10 11 9 18 146 Real Estate 10 22 15 7 11 3 10 4 13 4 35 134 Agriculture 1 17 2 2 4 11 1 3 7 48 Defence 3 2 1 2 2 10 Government 1 0 1 1 1 1 3 8 Other 2 1 4 7 TOTAL 652 641 503 309 271 242 240 231 225 165 459 3,938

Hot Warm Cold 80 50 20 The Intelligence Heat Chart is based on ‘Companies for Sale’ tracked by mergermarket in Europe between 01/07/2009 and 31/12/2009. 70 40 10 Opportunities are captured according to the dominant geography and sector of the potential target company. 60 30 0

Despite the bleak outlook that the Heat Chart in the previous Another interesting angle to pull out from the Heat Chart is that edition of Deal Drivers EMEA gave, deal flow in the region in fact the Financial Services industry in the Middle East and North Africa took a positive turn in the second half of 2009. This increase may will see high levels of M&A activity going forward. Both regions reflect a sentiment which anticipates further thawing in the credit have already seen a fair number of deals, frequently in the shape markets and a recovery in the equity markets, along with the of Western European banks taking a minority stake in a local emergence of cash-rich, acquisition-hungry corporates and newly bank and using it as a means to explore the region. An example confident private equity funds. of such a deal is Portugal’s Banco Espirito Santo’s acquisition of a 40% stake in Libyan financial services provider Aman Bank As in the previous edition, once again the UK and CEE region for Commerce and Investment. Banco Espirito stated that the (excluding Russia) are predicted to see the bulk of upcoming M&A acquisition will allow it to access its markets in Northern Africa as activity. However, the Germanic region, frequently described as well as to support its customers operating in the area. Europe’s industrial heartland, is not trailing far behind. mergermarket’s Heat Chart is based on the intelligence collected In terms of sector focus, predictions are focused on the TMT, in our database relating to companies rumoured or officially up Industrials & Chemicals and Consumer spaces, which is not for sale in the EMEA region. The intelligence comes from a range surprising given the amount of deal activity in that space already. of sources, including press reports, company statements and our The Energy, Mining & Utilities sector is also tipped for a number own team of journalists gathering proprietary intelligence across of future transactions. It will be interesting to see what impact the the region. The data does not differentiate between small and two recently announced deals in the Consumer space – Cadbury/ large transactions nor between deals that could happen in the Kraft and Heineken/Femsa – will have on the sector overall, with short or long-term. experts predicting a flurry of consolidation as many other players come under pressure to do deals in order to remain competitive. by Catherine Raisig, Remark This opinion is certainly supported by the Heat Chart.

5 All Sectors

As to be expected, European M&A activity in 2009 spiralled Looking ahead into 2010 and what will drive deal flow, it may be downward, with European deal flow making up just 26% of global worth keeping an eye on the Pharmaceutical industry. After the activity by value and 37% by volume over the year, compared mega-mergers seen in 2009 and with the ‘patent cliff’ creeping up to 43% for both volume and value in 2008. However, tender in 2011, big pharmaceutical companies are increasingly expected green shoots appeared in the last quarter of 2009 giving M&A to be looking to acquire biotechs in Europe, as the region practitioners across Europe hope for the coming year. offers opportunity at lower valuations than the US. An increase in consolidation is also expected in areas involving specialist M&A activity was focused on a number of sectors across Europe: technologies and clinical testing services. in terms of value, the Financial Services and Energy, Mining and Utilities spaces stand out. These sectors have traditionally seen M&A practitioners also widely expect the TMT sector to be one of high levels of activity and 2009 did not prove to be any different. 2010’s most buoyant. Deal activity in the space in 2009 was low, Combined, the two sectors accounted for more than 50% of yet the latter part of 2009 offered good reasons to be enthusiastic European deal flow in terms of value. Looking in contrast at what about the year ahead. European telecom operators will continue to sectors saw the highest levels of activity in terms of volume, the eye emerging markets, but will face increasing competition from Industrials & Chemicals space with 19.3% and the Consumer incumbent companies there when targeting these increasingly- space with 16.1% stand out. scarce assets. Distressed situations dominated the year’s M&A landscape and this trend is likely to continue into 2010, with 2009 was in fact the year of the ‘non-deal’, especially in many deals yet to materialise. Moreover, the downturn is set to the Energy, Mining and Utilities sector. The biggest potential continue to accelerate the move to digital consumption and digital transaction of the year in the space, the much-hyped mega- advertising, which suggests that online media companies will merger of mining majors Anglo American and Xstrata, eventually remain targets for their traditional counterparts. came to nothing, or rather, was put on hold for another possible try in 2010. Meanwhile, deal flow was generally more active in Freshfields Bruckhaus Deringer topped the league tables for the Mining sector than in the hydrocarbon space. And finally, a legal advisers with 169 deals worth €201.4bn. The number one series of small and mid-cap exploration companies that faced position for financial advisers by value went to Goldman Sachs at takeover, or bankruptcy and liquidation, more often than not did €174.3bn and Rothschild for volume with 135 transactions. indeed manage to sell themselves. by Catherine Raisig, Remark In Financial Services, the wheels have been set in motion for a more active 2010. Continued M&A movement within insurance coupled with the European banking fraternity’s divestment programme across Europe are both positive signs. Additionally, with private equity reported to be interested in investing in the sector, this year could see a revival of M&A within the field.

The Industrials space has seen a problematic past two years, and those in the industry are entering 2010 with a fairly subdued outlook.

And while the Consumer sector had a relatively slow year for transactions, particularly in Retail and Leisure, the recent announcement of a deal between the UK’s Cadbury and its US-based rival Kraft Foods looks to be setting the wheels in motion that will drive M&A activity in the space onwards and upwards over the course of 2010. Industry experts expect this deal to put pressure on smaller players who could become targets, but also mid-sized players who will need to engage in M&A plays to achieve economies of scale and compete with the heavy hitters in the industry. Aside from that, corporate reorganisation and continued, if limited, private equity participation will be key to ensuring deal flow in the space over the coming year.

6 All Sectors

Top 20 announced deals for year ending 31 December 2009 – European all sectors

Announced Status Bidder company Target company Sector Vendor company Deal value (€m) date 5-Dec-09 P Rio Tinto/BHP Billiton BHP Billiton (Western Australian Energy, Mining BHP Billiton Plc; and Rio 39,034 (Joint Venture) iron ore assets); and Rio Tinto Plc & Utilities Tinto Plc (Western Australian iron ore assets) 30-Jan-09 C Roche Holding Ltd Genentech Inc (44.20% stake) Pharma, Medical 34,573 & Biotech 3-Nov-09 P HM Treasury Royal Bank of Scotland Group Plc Financial Services 28,469 (14.10% stake) 9-Nov-09 P Kraft Foods Inc Cadbury Plc Consumer 15,342 20-Feb-09 C Enel SpA Endesa SA (25.01% stake) Energy, Mining Acciona SA 11,107 & Utilities 11-Jun-09 C BlackRock Inc Barclays Global Investors Financial Services Barclays Plc 9,678 12-Feb-09 L Aluminum Corporation of Rio Tinto Plc (stakes in nine Energy, Mining Rio Tinto Plc 9,204 China (Chinalco) mining assets) & Utilities 23-Feb-09 C Vattenfall AB Nuon Energy NV Energy, Mining 8,500 & Utilities 12-Jan-09 C RWE AG Essent NV Energy, Mining 7,300 & Utilities 19-Jan-09 C HM Treasury Royal Bank of Scotland Group Plc Financial Services 5,884 (29.79% stake) 31-Jul-09 C Cintra Concesiones Grupo Ferrovial SA Construction 5,796 de Infrastructuras de Transporte SA 18-Dec-09 P Companhia Siderurgica Cimpor Cimentos De Portugal Construction 5,629 Nacional SGPS SA 20-May-09 C Julius Baer Holding AG Julius Baer Group Ltd Financial Services Julius Baer Holding AG 5,238 (Shareholders) 28-Sep-09 P Abbott Laboratories Solvay Pharmaceuticals SA Pharma, Medical & Solvay SA 4,500 Biotech 7-Mar-09 C HM Treasury Lloyds Banking Group Plc (21.60% Financial Services 4,455 stake) 12-Feb-09 C Snam Rete Gas SpA Italgas SpA Energy, Mining & ENI SpA 4,206 Utilities 20-Nov-09 C Volkswagen AG Dr Ing hcF Porsche AG (49.90% Industrials & Chemicals Porsche Automobil 3,900 stake) Holding SE 3-Dec-09 P GE Group NBC Universal Inc (20% stake) TMT Vivendi SA 3,853 5-Oct-09 P VimpelCom Kyivstar GSM CJSC TMT Altimo; and Telenor ASA 3,637 13-Nov-09 P Liberty Global Inc Unitymedia GmbH TMT Apollo Management LP; 3,500 and BC Partners Ltd

C= Completed; P= Pending; L= Lapsed

7 All Sectors

European M&A split by deal size

Value Volume

3,500 700 194

139 158 105 102 183 120 3,000 132 239 600 111 212 142 105 225 114 214 266 104 230 2,500 114 102 500 88 818 750 81 202 810 196 759 104 805 76 76 737 143 400 2,000 72 150 631 46 61 682 527 569 33 50 69 497 91 507.9 102 147 560 543 114 olume 502 300 V 1,500 509 303 lue € bn Va 64 526 362 385.1 355.8 104 500 389 455 298 332.6 325.4 244 348 307.4 420 257 200 219.3 226.5 1,000 208.0 338 1,503 155.1 281 1,418 1,349 171.9 126.6 1,108 1,135 1,290 1,222 1,132 129.5 1,045 100 49.1 929 1,059 928 40.9 40.3 42.9 105.3 500 31.2 36.6 37.9 35.5 667 24.5 26.8 25.7 17.4 22.2 32.1 36.9 33.6 41.4 37.5 36.1 33.7 530 23.4 31.5 16.7 24.0 23.2 12.1 18.8 33.3 30.1 13.8 0 18.0 19.9 24.2 26.9 28.6 29.8 29.7 32.5 33.4 20.0 12.2 15.2 0 2.6 3.0 3.0 3.6 4.1 4.8 4.6 4.6 5.3 4.9 4.7 2.8 2.1 2.3 H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 03 03 04 04 05 05 06 06 07 07 08 08 09 09 03 03 04 04 05 05 06 06 07 07 08 08 09 09

>€501m >€501m €251m-€500m €251m-€500m €101m-€250m €101m-€250m €15m-€100m €15m-€100m €5m-€14.9m €5m-€14.9m Value not disclosed

Quarterly M&A activity – All sectors

Value Volume

450,000 1,800

400,000 1,600

350,000 1,400

300,000 1,200

250,000 1,000 olume alue € m 200,000 V 800 V

150,000 600

100,000 400

50,000 200

0 0 Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4 Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4 03 03 03 03 04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 03 03 03 03 04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09

Quarter ended Quarter ended

Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant location of the target is in Europe. Moving average trend line

8 All Sectors

European buyouts European exits

100,000 400 45,000 240

220 350 40,000 200 80,000 35,000 300 45,000 180 240

220 Vo lume Vo lume 30,000 40,000 160 250 60,000 140 200 25,000 35,000 alue € m alue € m 180 V V 200 120 20,000 30,000 160 Vo lume 40,000 100 150 140 15,000 25,000 80 alue € m

V 120 100 60 10,000 20,000 20,000 100 40 50 5,000 15,000 80 20 60 10,000 0 0 0 0 Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4 Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4 40 03 03 03 03 04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 035,00003 03 03 04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 20

Quarter ended 0 Quarter ended 0 Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4 Value €m Value €m 03 03 03 03 04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 Volume Volume Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant location of the target is in Europe. Quarter ended Value €m Volume

Transatlantic deals

Value Volume

100,000 225

200

80,000 175

Total North150 Total North American/ American/ 60,000 European Deals European deals 125 olume alue € m

V North American North American V Bidder Acquiring bidder acquiring European100 Target European target 40,000 European Bidder European bidder Acquiring75 North acquiring North American Target American target 50 20,000

0 0 Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2 Q3 Q4 Q1 Q2Q3Q4Q1Q2Q3Q4 Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4 03 03 03 03 04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 03 03 03 03 04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09

Quarter ended Quarter ended 225

200

175 Based on dominant location of target and bidder and excludes all buyouts. 150 Total North American/ European deals 125 olume

V North American bidder acquiring 100 European target European bidder 75 acquiring North American target 50

0 Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4 03 03 03 03 04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09

Quarter ended 9 All Sectors

Mix of deals by geographic region Value Volume

7.2% uK &8.6% Ireland uK & Ireland 7.2% uK & Ireland 19.1% 10.5% Germany Germany Germany 27.9% 10.5% France France 27.9% 12.8% France Italy Italy Italy 3.9% Iberia Iberia 3.9% Iberia benelux benelux benelux 12.5% Nordic Nordic Nordic 11.4% 13.8% Central & eastern europe Central & eastern europe Central & eastern europe 13.8% Other Other Other 11.8% 11.8% 10.7% 9.6% 13.3% 5.6% 7.0% 13.3% 5.6% 6.0% 8.3% 6.0%

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

Mix of deals by industry sector Value Volume

0.4% 0.3% 0.1% 2.2% 1% 0.4% 0.1% 5.2% 5.9% Industrials & Chemicals4.7% Industrials & Chemicals 5.2% 5.9% 4.6% Industrials & Chemicals 19.3% 4.6% Financial Services5.9% Financial Services Financial Services 4.7% 4.7% business Services business Services business Services 2.5% 3.2% Consumer Consumer 2.5% 1.1% 26.0% 26.0% Consumer 1.1% energy4.2%, Mining & utilities energy, Mining & utilities energy, Mining & utilities TMT 9.6% TMT TMT 10.7% Leisure 10.7% Leisure Leisure Transportation12.8% Transport Transportation Pharma, Medical & biotech Pharma, Medical & biotech Pharma, Medical & biotech 2.4% Construction Construction 2.4% 12.1% Construction real estate real estate real estate 8.6% 10.2% Defence Defence 26.0% 10.2% Defence 26.0% agriculture 16.1% agriculture agriculture

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

10 All Sectors

Financial advisers Financial advisers Top 20 – Ranked by value Top 20 – Ranked by volume

Y/E Y/E Company name Value No. of Y/E Y/E Company name Value No. of 2008 2009 (€m) deals 2008 2009 (€m) deals 2 1 Goldman Sachs 174,259 114 4 1 Rothschild 57,708 135 9 2 Morgan Stanley 170,398 102 2 2 KPMG 12,956 123 6 3 Credit Suisse 155,249 96 1 3 Deloitte 9,332 117 10 4 Lazard 122,087 108 12 4 Goldman Sachs 174,259 114 4 5 Citigroup 118,880 60 7 5 JPMorgan 73,304 110 5 6 UBS Investment Bank 113,241 105 11 6 Lazard 122,087 108 3 7 Deutsche Bank 111,176 68 6 7 UBS Investment Bank 113,241 105 1 8 JPMorgan 73,304 110 14 8 Morgan Stanley 170,398 102 7 9 Bank of America Merrill Lynch 58,752 55 3 9 PricewaterhouseCoopers 13,687 100 12 10 Rothschild 57,708 135 9 10 Credit Suisse 155,249 96 42 11 Barclays Capital 47,659 26 8 11 Deutsche Bank 111,176 68 78 12 Macquarie Group 40,323 12 5 12 Ernst & Young 4,927 67 - 13 Gresham Advisory Partners 39,900 5 20 13 BNP Paribas 29,581 63 17 14 Royal Bank of Scotland Group 38,358 42 13 14 Citigroup 118,880 60 38 15 Greenhill & Co 38,308 8 10 15 Bank of America Merrill Lynch 58,752 55 11 16 BNP Paribas 29,581 63 30 16 ING 19,656 48 16 17 Mediobanca 28,287 20 16 17 M&A International 1,814 44 34 18 Banca IMI/Intesa Sanpaolo 23,475 24 15 18 Close Brothers Group 1,450 43 105 19 Banco Bilbao Vizcaya Argentaria 22,252 8 17 19 Royal Bank of Scotland Group 38,358 42 21 20 Santander Global Banking 21,364 15 28 20 HSBC Bank 15,317 39 and Markets

The financial adviser league tables by value and volume have been run from 01/01/2009 to 31/12/2009, excluding lapsed and withdrawn deals. The tables are pan-European and cover all sectors.

Legal advisers Legal advisers Top 20 – Ranked by value Top 20 – Ranked by volume

Y/E Y/E Company name Value No. of Y/E Y/E Company name Value No. of 2008 2009 (€m) deals 2008 2009 (€m) deals

9 1 Freshfields Bruckhaus Deringer 201,375 169 2 1 Freshfields Bruckhaus Deringer 201,375 169 1 2 Linklaters 163,454 165 1 2 Linklaters 163,454 165 6 3 Slaughter and May 110,897 59 4 3 Allen & Overy 35,438 151 7 4 Clifford Chance 83,580 122 6 4 CMS 12,402 137 3 5 Sullivan & Cromwell 72,400 39 3 5 Clifford Chance 83,580 122 12 6 Cravath Swaine & Moore 63,939 16 5 6 DLA Piper 6,737 85 18 7 Latham & Watkins 61,253 64 9 7 Herbert Smith/Gleiss Lutz/Stibbe 53,438 83 5 8 Skadden Arps Slate Meagher & Flom 60,095 44 11 8 Jones Day 7,290 81 4 9 Herbert Smith/Gleiss Lutz/Stibbe 53,438 83 7 9 Baker & McKenzie 9,547 78 16 10 Allens Arthur Robinson 52,151 12 13 10 Lovells 13,260 67 39 11 Davis Polk & Wardwell 47,401 12 8 11 White & Case 8,780 67 13 12 Freehills 41,732 13 15 12 Latham & Watkins 61,253 64 21 13 Cleary Gottlieb Steen & Hamilton 41,457 53 25 13 Slaughter and May 110,897 59 15 14 Blake Dawson 40,778 8 10 14 Cleary Gottlieb Steen & Hamilton 41,457 53 64 15 Homburger 37,591 10 16 15 Loyens & Loeff 7,832 50 217 16 Wilson Sonsini Goodrich & Rosati 35,999 9 12 16 Eversheds 1,781 50 2 17 Allen & Overy 35,438 151 21 17 Weil Gotshal & Manges 13,970 48 46 18 Dewey & LeBoeuf 28,634 42 26 18 Skadden Arps Slate Meagher & Flom 60,095 44 20 19 Gibson Dunn & Crutcher 27,763 27 20 19 Norton Rose 10,975 44 35 20 Uria Menendez 26,710 30 19 20 Ashurst 5,440 44

The legal adviser league tables by value and volume have been run from 01/01/2009 to 31/12/2009 and include lapsed and withdrawn deals. The tables are pan-European and cover all sectors.

11 All Sectors

Financial advisers – Mid-market (€10m<€250m) Financial advisers – Mid-market (€10m<€250m) Top 20 – Ranked by value Top 20 – Ranked by volume

Y/E Y/E Company name Value No. of Y/E Y/E Company name Value No. of 2008 2009 (€m) deals 2008 2009 (€m) deals 12 1 JPMorgan 5,230 51 12 1 JPMorgan 5,230 51 18 2 Goldman Sachs 4,713 34 4 2 Rothschild 4,392 47 1 3 Rothschild 4,392 47 3 3 Deloitte 2,630 46 14 4 Morgan Stanley 4,173 32 5 4 Lazard 4,102 44 4 5 Lazard 4,102 44 2 5 PricewaterhouseCoopers 2,550 41 7 6 Credit Suisse 3,572 35 1 6 KPMG 2,969 37 15 7 Deutsche Bank 3,327 25 9 7 Credit Suisse 3,572 35 2 8 KPMG 2,969 37 24 8 Goldman Sachs 4,713 34 9 9 UBS Investment Bank 2,949 30 6 9 Ernst & Young 2,065 34 6 10 Deloitte 2,630 46 15 10 Morgan Stanley 4,173 32 3 11 PricewaterhouseCoopers 2,550 41 10 11 UBS Investment Bank 2,949 30 11 12 Citigroup 2,189 15 16 12 Deutsche Bank 3,327 25 8 13 Ernst & Young 2,065 34 19 13 BNP Paribas 2,036 23 16 14 BNP Paribas 2,036 23 28 14 ING 1,296 19 5 15 Bank of America Merrill Lynch 1,850 17 8 15 Bank of America Merrill Lynch 1,850 17 10 16 Royal Bank of Scotland Group 1,431 15 22 16 Grant Thornton Corporate Finance 653 17 25 17 SEB Enskilda 1,424 14 17 17 Jefferies & Company 1,263 16 22 18 ING 1,296 19 63 18 Nomura Holdings 946 16 17 19 Jefferies & Company 1,263 16 14 19 M&A International 848 16 102 20 Arctic Securities 965 11 7 20 Close Brothers Group 766 16

The financial adviser mid-market league tables by value and volume have been run from 01/01/2009 to 31/12/2009, excluding lapsed and withdrawn deals. The tables are pan-European and cover all sectors.

Legal advisers – Mid-market (€10m<€250m) Legal advisers – Mid-market (€10m<€250m) Top 20 – Ranked by value Top 20 – Ranked by volume

Y/E Y/E Company name Value No. of Y/E Y/E Company name Value No. of 2008 2009 (€m) deals 2008 2009 (€m) deals 1 1 Linklaters 6,497 72 2 1 Linklaters 6,497 72 2 2 Freshfields Bruckhaus Deringer 5,040 48 5 2 Allen & Overy 3,757 55 3 3 Clifford Chance 4,061 34 3 3 Freshfields Bruckhaus Deringer 5,040 48 4 4 Allen & Overy 3,757 55 4 4 Clifford Chance 4,601 34 6 5 Herbert Smith/Gleiss Lutz/Stibbe 2,615 29 7 5 CMS 2,241 34 9 6 CMS 2,241 34 12 6 Jones Day 1,998 31 8 7 Weil Gotshal & Manges 2,183 27 6 7 Baker & McKenzie 1,715 31 35 8 Slaughter and May 2,083 26 1 8 DLA Piper 1,467 30 10 9 Jones Day 1,998 31 9 9 Herbert Smith/Gleiss Lutz/Stibbe 2,615 29 12 10 White & Case 1,951 26 14 10 Norton Rose 1,716 28 11 11 Cleary Gottlieb Steen & Hamilton 1,774 16 16 11 Weil Gotshal & Manges 2,183 27 17 12 Norton Rose 1,716 28 8 12 Eversheds 1,344 27 7 13 Baker & McKenzie 1,715 31 38 13 Slaughter and May 2,083 26 20 14 Dewey & LeBoeuf 1,714 18 10 14 White & Case 1,951 26 22 15 Skadden Arps Slate Meagher & Flom 1,694 21 17 15 Lovells 1,039 22 13 16 SJ Berwin 1,537 21 34 16 Skadden Arps Slate Meagher & Flom 1,694 21 18 17 Latham & Watkins 1,508 18 11 17 SJ Berwin 1,537 21 5 18 DLA Piper 1,467 30 22 18 Ashurst 1,393 21 24 19 Ashurst 1,393 21 55 19 Wiersholm 1,298 20 15 20 Eversheds 1,344 27 31 20 Dewey & LeBoeuf 1,714 18

The legal adviser mid-market league tables by value and volume have been run from 01/01/2009 to 31/12/2009 and include lapsed and withdrawn deals. The tables are pan-European and cover all sectors.

12 All Sectors

PR advisers PR advisers Top 20 – Ranked by value Top 20 – Ranked by volume

Y/E Y/E Company name Value No. of Y/E Y/E Company name Value No. of 2008 2009 (€m) deals 2008 2009 (€m) deals 1 1 Brunswick Group 144,095 80 1 1 FD 37,933 104 3 2 Finsbury Group 137,127 75 2 2 Brunswick Group 144,095 80 5 3 Kekst and Company 44,056 15 4 3 Finsbury Group 137,127 75 - 4 Hinton & Associates 39,041 2 3 4 Citigate 10,410 69 2 5 FD 37,933 104 5 5 Maitland (AMO) 23,095 42 4 6 Maitland (AMO) 23,095 42 6 6 Barabino & Partners 17,163 35 22 7 Abernathy MacGregor Group (AMO) 17,862 21 7 7 M:Communications 4,759 25 15 8 Barabino & Partners 17,163 35 14 8 Hering Schuppener Consulting (AMO) 16,572 22 26 9 Estudio de Comunicacion 17,145 15 19 9 Hill & Knowlton 10,938 22 6 10 Hering Schuppener Consulting (AMO) 16,572 22 13 10 Abernathy MacGregor Group (AMO) 17,862 21 16 11 Hill & Knowlton 10,938 22 9 11 Buchanan Communications 458 17 7 12 Citigate 10,410 69 16 12 Community Group 3,763 16 12 13 Robinson Lerer & Montgomery 9,678 1 11 13 Tulchan Communications 2,444 16 54 14 Cunha Vaz & Associados 5,629 1 17 14 Ad Hoc Communication 2,033 16 9 15 LLORENTE & CUENCA (AMO) 5,020 12 10 15 Kekst and Company 44,056 15 13 16 M:Communications 4,759 25 25 16 Estudio de Comunicacion 17,145 15 24 17 Sard Verbinnen & Co 4,431 15 34 17 Sard Verbinnen & Co 4,431 15 92 18 Edelman 3,966 7 22 18 Capital MS&L 3,585 15 27 19 Community Group 3,763 16 18 19 Hogarth Partnership Limited 631 15 69 20 Shared Value 3,648 6 26 20 Image Sept 1,251 14

The PR adviser league tables by value and volume have been run from 01/01/2009 to 31/12/2009 and exclude lapsed and withdrawn deals. The tables are pan-European and cover all sectors.

PR advisers – Mid-market (€10m<€250m) PR advisers – Mid-market (€10m<€250m) Top 20 – Ranked by value Top 20 – Ranked by volume

Y/E Y/E Company name Value No. of Y/E Y/E Company name Value No. of 2008 2009 (€m) deals 2008 2009 (€m) deals 1 1 FD 3,691 51 1 1 FD 3,691 51 2 2 Brunswick Group 3,106 40 3 2 Brunswick Group 3,106 40 3 3 Finsbury Group 1,919 28 5 3 Finsbury Group 1,919 28 5 4 Maitland (AMO) 1,793 17 2 4 Citigate 1,750 28 4 5 Citigate 1,750 28 4 5 Barabino & Partners 991 19 7 6 M:Communications 1,428 15 6 6 Maitland (AMO) 1,793 17 11 7 Abernathy MacGregor Group (AMO) 1,291 9 11 7 M:Communications 1,428 15 67 8 Community Group 1,066 10 15 8 Tulchan Communications 977 12 6 9 Barabino & Partners 991 19 24 9 Community Group 1,066 10 8 10 Ad Hoc Communication 989 8 16 10 Abernathy MacGregor Group (AMO) 1,291 9 10 11 Tulchan Communications 977 12 12 11 Hogarth Partnership 606 9 46 12 Sard Verbinnen & Co 779 7 8 12 Ad Hoc Communication 989 8 19 13 Hill & Knowlton 752 6 21 13 Image Building 477 8 18 14 Hering Schuppener Consulting (AMO) 692 6 7 14 Buchanan Communications 387 8 13 15 Hogarth Partnership 606 9 66 15 Sard Verbinnen & Co 779 7 121 16 Drury Communications 529 5 19 16 Estudio de Comunicacion 519 7 12 17 Estudio de Comunicacion 519 7 28 17 Powerscourt 460 7 32 18 Image Building 477 8 29 18 Bell Pottinger Corporate and Financial 448 7 31 19 Powerscourt 460 7 25 19 Image Sept 432 7 38 20 Bell Pottinger Corporate and Financial 448 7 27 20 CityPress PR 356 7

The PR adviser league tables by value and volume have been run from 01/01/2009 to 31/12/2009 and exclude lapsed and withdrawn deals. The tables are pan-European and cover all sectors.

13 Financial Services

While 2009 saw an inevitable slowdown across the Financial sector, Outside of the UK, ING made the decision to separate its bank and the wheels have been set in motion for a more active 2010. insurance divisions, and is in the process of selling off different parts of them. Meanwhile, Belgian banking group KBC has laid The European banking fraternity’s divestment programme across out plans to sell off a chunk of its operations. This involves off- Europe, along with continued M&A movement within insurance loading Belgian bank Centea; Belgian insurance broker Fidea; and anticipated consolidation among multilateral trading facilities London brokerage Peel Hunt; Russian bank Absolut; Serbian bank (MTFs), all point towards more heightened activity within the KBC Banka; merchant bank Antwerpse Diamantbank; and part of sector. Also, with private equity reported to be interested in London’s KBC Financial Products. It will also sell a large section investing in the sector, this year could see a revival of M&A within of KBL European Private Banking and float 40% of both CSOB in the field. Prague and K&H Bank in Hungary.

A number of multi-sector private equity firms have hired financial Beyond banking, 2009 saw a large number of insurance companies specialists in preparation of a foray into the sector, hinting at the merge and it is anticipated that this year will witness a similar potential for a string of acquisitions in the coming year. Similarly, trend. The exchange space, and more so that of MTFs, is also due private equity firms specialising in Financial sector investment, a wave of activity in 2010. such as Cabot Square Capital and AnaCap Financial Partners, are reportedly gearing up for further acquisitions before the end Following a post-MiFID boom period, a large number of alternative of 2010. trading platforms emerged in the form of MTFs to take on the incumbent stock exchanges. These new marketplaces, such as As a number of government-owned banks, including RBS, Lloyds Turquoise, Chi-X, BATS Europe, Equiduct and Burgundy, were TSB, KBC and ING, are all undergoing asset divestment in an established in an attempt to wrestle volume away from the likes effort to pay back their respective government loans which kept of the London Stock Exchange, Deutsche Boerse, NYSE Euronext them afloat, a host of private equity firms could look to swoop and Nasdaq OMX. While they have largely failed to take control upon these. of liquidity, they have introduced the likelihood of consolidation among entities. With the likes of RBS selling off assets, including its 51% stake in brokerage firm Sempra Commodities, along with plans to divest Linklaters topped the legal adviser tables with 36 deals worth its insurance and global merchant services, and parts of its UK €62.2bn, and Freshfields Bruckhaus Deringer took second spot branch and corporate business, potential buyers are lining up. with €60.9bn deals from 35 transactions. Credit Suisse took the The same goes for Lloyds TSB, which has a number of assets for winning position for value in the financial adviser tables, with a sale, including its TSB brand and branches; savings accounts and total of €57bn from 18 transactions, whilst UBS Investment Bank branch-based mortgages of Cheltenham & Gloucester; branches had the highest number of transactions at 25. and branch-based customers of Lloyds TSB Scotland and a related banking licence. by Paul Francis-Grey

Virgin Money, which has already received a banking licence from the Financial Services Authority and bought up the banking arm of Church House Trust, has been the subject of interest to a number of private equity companies hoping to invest with Virgin in any anticipated acquisition of these banking assets. Other assets for sale include Northern Rock branches, which are also expected to be placed on the market by the government at some point during the next 12 months.

mergermarket sector classification: Financial Services

14 Financial Services

Top 15 announced deals for year ending 31 December 2009 – European Financial Services sector

Announced Status Bidder company Target company Vendor company Deal value (€m) date 3-Nov-09 P HM Treasury Royal Bank of Scotland Group Plc 28,469 (14.10% stake) 11-Jun-09 C BlackRock Inc Barclays Global Investors Barclays Plc 9,678 19-Jan-09 C HM Treasury Royal Bank of Scotland Group Plc (29.79% 5,884 stake) 20-May-09 C Julius Baer Holding AG (Shareholders) Julius Baer Group Ltd Julius Baer Holding AG 5,238 7-Mar-09 C HM Treasury Lloyds Banking Group Plc (21.60% stake) 4,455 22-Jan-09 C Government of the Flemish Region KBC Group NV (Undisclosed economic 3,500 interest) 9-Apr-09 L CVC Capital Partners Limited Barclays (iShares exchange traded funds Barclays Plc 3,344 business) 24-Feb-09 C Free and Hanseatic City of Hamburg; and the HSH Nordbank AG (64.18% stake) 3,000 State of Schleswig-Holstein 2-Jun-09 C SoFFin Hypo Real Estate Holding AG (81% stake) 2,960 11-Aug-09 C Resolution Limited Friends Provident Plc 2,164 20-Apr-09 C BTG Investments LP Banco UBS Pactual SA UBS AG 1,935 23-Feb-09 C Assicurazioni Generali SpA Alleanza Assicurazioni SpA (49.60% stake) 1,805 14-Jan-09 C Hopu Investment Management Co Ltd Bank of China Limited (4.26% stake) Royal Bank of Scotland 1,805 Group Plc 8-Jan-09 C SoFFin Commerzbank AG (25% stake) 1,770 22-Dec-09 P State Street Corporation Intesa Sanpaolo Servizi Transazionali SpA; Intesa Sanpaolo SpA 1,750 and Sanpaolo Bank SA C= Completed; P= Pending; L= Lapsed

15 Financial Services

Mix of deals by geographic region Value Volume

9.2% 9.6% 2.2% uK & Ireland uK & Ireland 9.6% uK & Ireland 1.2% Germany 20.5% Germany 20.5% Germany France France France 13.5% 9.7% Italy Italy 13.5% Italy Iberia Iberia Iberia benelux benelux 2.9% benelux Nordic 11.1% Nordic 53.6% 11.1% Nordic 6.5% Central & eastern europe Central & eastern europe Central & eastern europe 12.0% 12.0% Other Other Other 3.5% 6.4% 6.4% 9.4% 9.4% 11.2% 10.2% 10.2% 7.3% 7.3%

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

Quarterly trends Value Volume

140,000 175

120,000 150

100,000 125

80,000 100 alue € m lume Vo V

60,000 75

40,000 50

20,000 25

Quarter ended Quarter ended

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

16 Financial Services

Financial advisers Financial advisers Top 20 – Ranked by value Top 20 – Ranked by volume

Y/E Y/E Company name Value No. of Y/E Y/E Company name Value No. of 2008 2009 (€m) deals 2008 2009 (€m) deals 3 1 Credit Suisse 57,028 18 8 1 UBS Investment Bank 56,495 25 4 2 UBS Investment Bank 56,495 25 2 2 Morgan Stanley 56,208 25 1 3 Morgan Stanley 56,208 25 3 3 JPMorgan 12,089 25 9 4 Citigroup 52,547 15 4 4 KPMG 3,860 24 5 5 Deutsche Bank 41,430 18 10 5 Goldman Sachs 13,882 23 6 6 Bank of America Merrill Lynch 21,891 13 7 6 Credit Suisse 57,028 18 7 7 Lazard 16,127 16 9 7 Deutsche Bank 41,430 18 8 8 Goldman Sachs 13,882 23 16 8 BNP Paribas 5,147 17 2 9 JPMorgan 12,089 25 12 9 Lazard 16,127 16 18 10 Barclays Capital 10,066 5 1 10 Rothschild 8,395 16 68 11 Perella Weinberg Partners 9,678 1 11 11 Citigroup 52,547 15 11 12 Rothschild 8,395 16 6 12 Bank of America Merrill Lynch 21,891 13 14 13 BNP Paribas 5,147 17 14 13 Ernst & Young 1,138 8 19 14 Mediobanca 4,849 6 15 14 PricewaterhouseCoopers 627 8 13 15 KPMG 3,860 24 24 15 HSBC Bank 1,143 7 44 16 Petercam 3,557 2 17 16 Mediobanca 4,849 6 63 17 Banca IMI/Intesa Sanpaolo 2,250 2 32 17 Fenchurch Advisory Partners 899 6 61 18 Royal Bank of Scotland Group 1,805 2 13 18 Lexicon Partners 378 6 - 19 Bank of China International Holdings 1,805 1 5 19 Deloitte 162 6 131 20 Nomura Holdings 1,708 3 21 20 Barclays Capital 10,066 5

The financial adviser league tables by value and volume have been run from 01/01/2009 to 31/12/2009, excluding lapsed and withdrawn deals. The tables are pan-European and cover the Financial Services sector.

Legal advisers Legal advisers Top 20 – Ranked by value Top 20 – Ranked by volume

Y/E Y/E Company name Value No. of Y/E Y/E Company name Value No. of 2008 2009 (€m) deals 2008 2009 (€m) deals 1 1 Linklaters 62,223 36 1 1 Linklaters 62,223 36 3 2 Freshfields Bruckhaus Deringer 60,868 35 3 2 Freshfields Bruckhaus Deringer 60,868 35 4 3 Slaughter and May 46,085 15 2 3 Allen & Overy 4,290 30 5 4 Clifford Chance 12,777 21 4 4 Clifford Chance 12,777 21 30 5 Skadden Arps Slate Meagher & Flom 11,821 7 7 5 Slaughter and May 46,085 15 7 6 Herbert Smith/Gleiss Lutz/Stibbe 11,221 10 19 6 CMS 2,670 13 10 7 Sullivan & Cromwell 11,073 10 11 7 Lovells 2,916 11 18 8 Allen & Gledhill 10,060 2 6 8 Herbert Smith/Gleiss Lutz/Stibbe 11,221 10 59 9 Wachtell, Lipton, Rosen & Katz 9,819 2 12 9 Sullivan & Cromwell 11,073 10 52 10 Willkie Farr & Gallagher 9,758 3 34 10 Dewey & LeBoeuf 2,401 9 38 11 Mallesons Stephen Jaques 9,695 4 31 11 Ashurst 552 9 145 12 Paul Weiss Rifkind Wharton & Garrison 9,693 3 5 12 Norton Rose 395 9 137 13 William Fry 9,690 3 17 13 DLA Piper 335 9 28 14= Blake, Cassels & Graydon 9,678 2 16 14 Legance Studio Legale Associato 2,009 8 55 14= Osler, Hoskin & Harcourt 9,678 2 24 15 Loyens & Loeff 1,317 8 - 16= Anderson Mori & Tomotsune 9,678 1 252 16 Gernandt & Danielsson 205 8 - 16= Fried Frank Harris Shriver & Jacobson 9,678 1 23 17 Skadden Arps Slate Meagher & Flom 11,821 7 128 16= Minter Ellison 9,678 1 69 18 Lenz & Staehelin 6,953 7 94 19 Lenz & Staehelin 6,953 7 39 19 Shearman & Sterling 1,977 7 24 20 Davis Polk & Wardwell 5,297 4 10 20 Chiomenti Studio Legale 1,272 7

The legal adviser league tables by value and volume have been run from 01/01/2009 to 31/12/2009 and include lapsed and withdrawn deals. The tables are pan-European and cover the Financial Services sector.

17 Industrials & Chemicals

The unprecedented battering of Europe’s Industrials sector over German industrial giant, ThyssenKrupp, is widely thought to have the last two years has given way to a dour atmosphere in the missed the boat on asset sales which could have commanded opening months of 2010. much higher prices a year earlier, shelving the sale of its industrial services group, Xervon. Nevertheless, the fourth quarter of 2009 The mood heralds a year of significant restructuring, rather than did see the company dispose of ThyssenKrupp Industrieservice that of the highly-leveraged deals of the past. Indeed, few expect to German facility management company WISAG Service Holding the Automotive sector, much criticised for its over-capacity, to for an undisclosed consideration. This transaction followed emerge from its debt problems quickly. Two of the sectors’ most WISAG’s previous buy of ThyssenKrupp subsidiary HiServ in highly-leveraged deals of recent years, Porsche’s failed attempt to 2004. Going forward, ThyssenKrupp may yet be forced to revisit buy Volkswagen and Schaeffler’s Pyrrhic victory over Continental the botched disposal of other assets like Presta in order to cut are cases in point. In both instances, the target firms are now loss-making operations which are hampering its attempts to in the process of rights issues designed to, respectively, fund a improve its balance sheet. reverse bid of Porsche and help pay off the highly-leveraged 2007 acquisition of VDO from Siemens. The transformation of the continent’s traditional heavy industry into large stakeholders in suppliers to the nascent Green Energy Notably, Volkswagen was involved on the buy-side in two of sector is likely to accelerate with Robert Bosch, Siemens and the top four Industrials & Chemicals transactions of 2009. In ABB targeting the sector last year. Indeed, alternative energy addition to the first step 49.9% stake buy of Porsche, the firm will continue to drive a degree of activity across the wider sector also moved to acquire a 19.9% stake in Suzuki which will also in 2010, there are already several high profile precedents here see the Japanese company invest in Volkswagen shares. While with the abovementioned Volkswagen/Suzuki deal being a case this looks like the beginning of what could be a productive in point with both firms looking to expand into environmentally partnership, similar speculation around Mazda and BMW looks friendly vehicles. much less logical. Fiat, on the other hand, has made no secret of its ambitions and need to be a local consolidator. However, the While automotives largely dominated the deal space recently, company has issues of its own and recently refused to rule out a there were several exceptions. The largest such deal saw sale of its Alfa Romeo brand to Volkswagen. Schneider Electric and Alstom acquire Areva T&D, the France- based provider of solutions for the transmission and distribution At such depressed levels, there is always potential for investors of energy, from AREVA for €4.1bn. In terms of cross-border looking for a long return and, as the deepening involvement activity, the €1.3bn takeover by German chemicals company K+S of Daimler’s 9.1% shareholder Aaber shows, there are several of US-based Morton International stood out. Meanwhile, Indian European industrials who would welcome a blocking shareholder, industrials giant, Reliance Industries, continues to look for a both for the funding of future investment, but also for future foothold in Europe by attempting to become a key shareholder of stability. Dutch petrochemicals company, LyondellBasell. Such a deal could be completed this year after a lengthy bidding process. It is among the smaller names behind such larger-than-life players that the really significant consolidation among Europe’s industrials The top positions for legal advisers in the sector went to Freshfields will be played out. The ties to carmakers that have kept many Bruckhaus Deringer by value (€12.7bn from 25 deals) and CMS niche automotive suppliers going will no longer be sustainable by volume (€2.3bn from 33 deals). UBS Investment Bank totalled and the unravelling of private equity–backed acquisitions of €10.5bn from 18 deals making first place in the league table by companies throughout 2009 promises to see smaller players value, whilst at €5.8bn for 26 deals, PricewaterhouseCoopers merge into larger groups, or the companies that they supply. was the busiest financial adviser for the year.

However, the financial crisis and subsequent economic downturn by Thomas Williams and Johannes Koch has obviously had a significant negative impact on sale conditions. Companies like Continental, which previously could have looked at the disposal of its tyre-making Rubber Group, are now held back from the disposal of money-making assets at today’s knock- down prices as banks try to secure loans for deals-gone-sour with tougher refinancing agreements.

mergermarket sector classification: Automotive Chemicals & materials Industrial automation Industrial: Electronics Industrial products & services Manufacturing (Other)

18 Industrials & Chemicals

Top 15 announced deals for year ending 31 December 2009 – European Industrials & Chemicals sector

Announced Status Bidder company Target company Vendor company Deal value (€m) date 20-Nov-09 C Volkswagen AG Dr Ing hcF Porsche AG (49.90% stake) Porsche Automobil Holding SE 3,900 5-Nov-09 C Beverage Packaging Holdings Reynolds Products Inc 2,017 22-Mar-09 C Aabar Investments PJSC Daimler AG (9.10% stake) 1,954 9-Dec-09 C Volkswagen AG Suzuki Motor Corporation (19.90% stake) 1,911 30-Apr-09 C Fiat SpA; United States Department of the Chrysler LLC (certain assets) Chrysler LLC 1,512 Treasury; Government of Canada; and Voluntary Employees Beneficiary Association 18-Aug-09 P Amcor Limited Alcan Packaging (majority of businesses) Rio Tinto Plc 1,433 1-Apr-09 C K+S Aktiengesellschaft Morton International Inc Rohm And Haas Ltd 1,264 12-Oct-09 P One Equity Partners LLC Constantia Packaging AG (75% stake) Constantia Packaging BV 927 5-Jul-09 P Bemis Company Inc Alcan Packaging Food Americas Rio Tinto Plc 858 23-Jul-09 C Germany1 Acquisition Limited AEG Power Solutions BV Ripplewood Holdings LLC 582 24-Apr-09 C Safran SA GE Security Inc (81% stake in Homeland GE Security Inc 438 Protection Business) 5-Jan-09 C Porsche Automobil Holding SE Scania AB (7.93% stake) 406 2-Feb-09 C Trubnaya Metallurgiczeskaya Kompaniya NS Group Inc (49% stake) Evraz Group SA 396 14-Aug-09 C Qatar Holding LLC Porsche Automobil Holding SE (5% stake) Piech and Porsche families 390 6-Oct-09 C Bilfinger Berger AG MCE AG Deutsche Beteiligungs AG 350 C= Completed; P= Pending; L= Lapsed

19 Industrials & Chemicals

Mix of deals by geographic region Value Volume

5.2% 14.1% uK10.3% & Ireland 10.9% uK & Ireland 10.3% 10.9% uK & Ireland Germany Germany Germany 8.9% France France France 5.5% 8.9% Italy Italy Italy Iberia 20.0% Iberia Iberia 20.0% benelux benelux benelux 10.0% 13.3% Nordic Nordic Nordic 42.7% 13.3% Central & eastern europe Central & eastern europe Central & eastern europe Other Other Other 6.2%

1.2% 11.2% 10.8% 11.2% 10.8% 3.7% 11.3% 6.7% 7.9% 6.7% 7.9%

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

Quarterly trends Value Volume

70,000 400

350 60,000

300 50,000

250 40,000 alue € m

V 200 olume V 30,000 150

20,000 100

10,000 50

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 03 03 03 03 04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 03 03 03 03 04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09

Quarter ended Quarter ended

20 Industrials & Chemicals

Financial advisers Financial advisers Top 20 – Ranked by value Top 20 – Ranked by volume

Y/E Y/E Company name Value No. of Y/E Y/E Company name Value No. of 2008 2009 (€m) deals 2008 2009 (€m) deals 3 1 UBS Investment Bank 10,451 18 3 1 PricewaterhouseCoopers 5,801 26 6 2 Morgan Stanley 9,371 10 5 2 Rothschild 5,962 25 7 3 Goldman Sachs 9,225 9 2 3 Deloitte 384 21 2 4 Deutsche Bank 7,780 8 6 4 UBS Investment Bank 10,451 18 16 5 Rothschild 5,962 25 1 5 KPMG 871 18 18 6 PricewaterhouseCoopers 5,801 26 4 6 Ernst & Young 520 16 20 7 Lazard 5,018 9 13 7 JPMorgan 2,388 12 8 8 Citigroup 4,872 6 25 8 Close Brothers Group 307 11 45 9 Greenhill & Co 2,412 3 16 9 Morgan Stanley 9,371 10 5 10 JPMorgan 2,388 12 18 10 UniCredit Group 1,006 10 32 11 Nomura Holdings 2,199 3 7 11 Global M&A 310 10 - 12 Barclays Capital 2,122 2 32 12 ING 223 10 12 13 UniCredit Group 1,006 10 15 13 Goldman Sachs 9,225 9 17 14 Credit Suisse 879 7 10 14 Lazard 5,018 9 29 15 KPMG 871 18 23 15 BNP Paribas 632 9 144 16 Nordea Corporate Finance 789 5 28 16 Grant Thornton Corporate Finance 250 9 14 17 BNP Paribas 632 9 9 17 Deutsche Bank 7,780 8 260 18 Sagent Advisors 582 1 38 18 Aforge Finance 200 8 19 19 Ernst & Young 520 16 29 19 BDO Corporate Finance 103 8 53 20 M&A International 470 7 8 20 Credit Suisse 879 7

The financial adviser league tables by value and volume have been run from 01/01/2009 to 31/12/2009, excluding 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 Legal advisers Top 20 – Ranked by value Top 20 – Ranked by volume

Y/E Y/E Company name Value No. of Y/E Y/E Company name Value No. of 2008 2009 (€m) deals 2008 2009 (€m) deals 1 1 Freshfields Bruckhaus Deringer 12,652 25 7 1 CMS 2,313 33 2 2 Clifford Chance 6,905 25 2 2 Linklaters 6,395 30 3 3 Linklaters 6,395 30 1 3 Freshfields Bruckhaus Deringer 12,652 25 7 4 Allen & Overy 4,958 19 3 4 Clifford Chance 6,905 25 29 5 Hengeler Mueller 4,735 12 10 5 Allen & Overy 4,958 19 12 6 White & Case 4,240 14 5 6 Baker & McKenzie 1,263 19 6 7 Sullivan & Cromwell 3,998 5 14 7 Jones Day 199 15 59 8 Schoenherr Rechtsanwaelte 3,995 4 6 8 White & Case 4,240 14 36 9 Lovells 3,982 14 21 9 Lovells 3,982 14 9 10 Shearman & Sterling 3,718 7 4 10 DLA Piper 84 13 23 11 Debevoise & Plimpton 2,599 3 20 11 Hengeler Mueller 4,735 12 76 12 CMS 2,313 33 15 12 Cleary Gottlieb Steen & Hamilton 2,238 12 115 13 Binder Groesswang Rechtsanwaelte 2,304 5 8 13 Herbert Smith/Gleiss Lutz/Stibbe 1,747 12 225 14 Ogilvy Renault 2,291 2 16 14 Latham & Watkins 509 11 16 15 Cleary Gottlieb Steen & Hamilton 2,238 12 118 15 Houthoff Buruma 175 10 4 16 Skadden Arps Slate Meagher & Flom 2,098 5 29 16 Ashurst 169 10 8 17 Davies Ward Phillips & Vineberg 1,962 3 22 17 Loyens & Loeff 208 9 30 18 Hammarskiold & Co 1,918 4 33 18 Chiomenti Studio Legale 1,713 8 - 19= ARQIS 1,911 1 26 19 Simmons & Simmons 536 8 - 19= TMI Associates 1,911 1 9 20 Eversheds 350 8

The legal adviser league tables by value and volume have been run from 01/01/2009 to 31/12/2009 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.

21 Energy, Mining & Utilities

2009 in the Energy, Mining and Utilities sector was the year of Looking ahead, this trend looks set to continue into 2010, with the non-deal. The biggest transaction of the year, the potential Gaz de France (GDF) eagerly eying International Power, a UK-listed mega-merger of mining majors Anglo American and Xstrata, itself utility with a very significant emerging markets business. Other eventually came to nothing, or rather, was put on hold for another mid and large-cap groups that could be in the sights of the majors possible try in 2010. in 2010 include Ukraine oil and gas exploration and production play Regal Petroleum, UK-listed coal behemoth Drax Power and The year saw a stand-off between buyers and sellers in the oil Tullow Oil, an Anglo-Irish independent with a highly diverse array and gas space, very like the one that has existed for the previous of oil exploration assets, with some production tacked on for two years, when similar high oil prices were in place. While oil added value. prices are currently not above the US$100/bl per mark that they have been relatively recently, they still hovered around a quite One area in which the year of the non-deal did actually see some bullish US$75/bl at the end of 2009, a level still strong enough transactions was the renewable energy sector. Despite a highly to perpetuate a stand-off between buyers concerned about disappointing Copenhagen summit, the seemingly unstoppable overpaying (or more accurately concerned about being seen by growth of the renewable business, driven on by a cynical shareholders and the market as having overpaid), and sellers combination of international governmental subsidies and popular afraid that they have not achieved a high enough price at a time fears of global warming, continued unabated in 2009. While of bullish oil prices. stringent carbon dioxide limits have been a driving force in the growth of European renewable energy for some time, the large And, quite often when certain energy deals did eventually utilities are now looking forward to ever-stricter nitrogen oxide conclude, such as the purchase by UK gas group Centrica of a (NOX) limits imposed from Brussels and domestic capitals, which minority stake in UK nuclear power generator British Energy from will lead to an ever greater squeeze on coal-fired generation and Electricite de France (EDF), the resulting cries of overpayment crippling costs to retrofit generation chimneys with the latest from the financial media and the market were loud indeed (even clean energy technology. if, as in this case, the deal made very sound strategic sense). The renewable explosion has, to this point, largely manifested Despite the mega non-merger of Anglo and Xstrata, deal flow, itself in the form of new builds, as opposed to M&A, but with the including a series of high-profile rights issues and refinancings, impending NOX squeeze, even the most modern coal generators was generally more active in the Mining sector than in the such as Drax will eventually be forced to either merge or be taken hydrocarbon space. At the same time, a series of small and mid- over by a larger player, in order to fund the required technological cap exploration companies that faced bankruptcy or liquidation, improvements. While the squeeze on coal continues, one area more often than not did indeed manage to sell themselves. with more positive growth potential is natural gas: both in the form of new gas-fired power stations and also the growth of the The London AIM market saw the series of energy and mining gas storage sector. IPOs that had characterised 2007 and 2008 come to a screeching halt in 2009, but this was only to be expected in the midst of Linklaters forged its way to the top position for the Energy, Mining the worst recession for a generation. The large-cap utility market & Utilities sector, advising on 29 deals within the sphere, at a total also saw less energy M&A volume than previous years, but the value of €75.2bn. On the financial advising front, Goldman Sachs inexorable expansion of the large Continental European utilities took prime position with 27 deals at €75.7bn. managed to continue, though often now into Central and Eastern Europe and Russia rather than the UK and old EU. by Oliver Adelman

mergermarket sector classification: Energy Mining Utilities (Other)

22 Energy, Mining & Utilities

Top 15 announced deals for year ending 31 December 2009 – European Energy, Mining & Utilities sector

Announced Status Bidder company Target company Vendor company Deal value (€m) date 5-Dec-09 P Rio Tinto/BHP Billiton (Joint Venture) BHP Billiton (Western Australian iron BHP Billiton Plc; and Rio 39,034 ore assets); and Rio Tinto Plc (Western Tinto Plc Australian iron ore assets) 20-Feb-09 C Enel SpA Endesa SA (25.01% stake) Acciona SA 11,107 12-Feb-09 L Aluminum Corporation of China (Chinalco) Rio Tinto Plc (stakes in nine mining assets) Rio Tinto Plc 9,204 23-Feb-09 C Vattenfall AB Nuon Energy NV 8,500 12-Jan-09 C RWE AG Essent NV 7,300 12-Feb-09 C Snam Rete Gas SpA Italgas SpA ENI SpA 4,206 7-Apr-09 C OAO Gazprom JSC Gazprom Neft (20% stake) ENI SpA 3,089 23-Oct-09 C Stadtwerke Hannover AG, Mainova AG, N-ERGIE Thuega AG E.ON Ruhrgas AG 2,900 Aktiengesellschaft; and KOM9 GmbH & Co KG 31-Mar-09 C International Petroleum Investment Company Compania Espanola de Petroleos SA Banco Santander SA 2,870 (32.50% stake) 20-Feb-09 C Acciona SA Endesa SA (renewable energy generation Endesa SA 2,848 assets) 12-Feb-09 C Snam Rete Gas SpA Stogit SpA ENI SpA 2,588 11-May-09 C Centrica Plc British Energy Group Plc (20% stake) Electricite de France SA 2,548 30-Mar-09 C AFK Sistema Bashkir Oil and Energy Group Agidel-Invest LLC; Inzer-Invest 1,894 LLC; Ural-Invest LLC; and Yuryuzan-Invest LLC 29-May-09 C AXA Private Equity; and F2i SGR SpA Enel Rete Gas SpA (80% stake) Enel Distribuzione SpA 1,716 23-Apr-09 C Companhia Energetica de Minas Gerais Terna Participacoes SA Terna - Rete Elettrica 1,656 Nazionale SpA C= Completed; P= Pending; L= Lapsed

23 Energy, Mining & Utilities

Mix of deals by geographic region Value Volume

1.8% 6.9% 9.6% uK & Ireland uK & Ireland 6.9% 15.5% uK & Ireland 15.8% 15.5% Germany Germany Germany 10.3% France France 18.8% France 18.8% Italy Italy Italy 3.0% 0.6% Iberia Iberia 12.5% Iberia benelux benelux 12.5% 10.4% benelux Nordic Nordic Nordic Central & eastern europe Central & eastern europe Central & eastern europe Other 5.6% Other 23.8% 11.5% 11.5% 5.6% Other

8.2% 8.2% 7.2% 24.7% 7.2% 13.8% 13.8%

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

Quarterly trends Value Volume

100,000 140

130

120

80,000 110

100

90 60,000 80 lume Vo alue € m

V 70

60 40,000 50

20,000 30 20

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 03 03 03 03 04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 03 03 03 03 04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09

Quarter ended Quarter ended

24 Energy, Mining & Utilities

Financial advisers Financial advisers Top 20 – Ranked by value Top 20 – Ranked by volume

Y/E Y/E Company name Value No. of Y/E Y/E Company name Value No. of 2008 2009 (€m) deals 2008 2009 (€m) deals 4 1 Goldman Sachs 75,703 27 9 1 Goldman Sachs 75,703 27 18 2 Morgan Stanley 62,541 23 1 2 JPMorgan 35,639 24 11 3 Credit Suisse 61,271 17 13 3 Morgan Stanley 62,541 23 5 4 Lazard 60,710 10 10 4 UBS Investment Bank 10,014 19 76 5 Macquarie Group 39,606 3 2 5 Credit Suisse 61,271 17 - 6 Gresham Advisory Partners 39,509 2 4 6 Rothschild 26,264 17 1 7 JPMorgan 35,639 24 7 7 Citigroup 32,193 16 7 8 Citigroup 32,193 16 5 8 Deutsche Bank 29,377 14 12 9 Deutsche Bank 29,377 14 3 9 Bank of America Merrill Lynch 20,248 13 9 10 Rothschild 26,264 17 15 10 Deloitte 6,048 13 8 11 Mediobanca 22,776 6 14 11 BNP Paribas 7,718 12 6 12 Bank of America Merrill Lynch 20,248 13 41 12 ING 10,599 11 27 13 Banca IMI/Intesa Sanpaolo 19,665 5 11 13 Lazard 60,710 10 10 14 Santander Global Banking and 18,226 8 12 14 PricewaterhouseCoopers 3,752 9 Markets 37 15 Santander Global Banking and 18,226 8 74 15 Banco Bilbao Vizcaya Argentaria 13,729 2 Markets 15 16 Royal Bank of Scotland Group 11,919 8 6 16 Royal Bank of Scotland Group 11,919 8 35 17 ING 10,599 11 16 17 RBC Capital Markets 1,384 8 2 18 UBS Investment Bank 10,014 19 35 18 Arctic Securities 663 7 - 19 NIBC Bank 8,500 1 18 19 Mediobanca 22,776 6 3 20 BNP Paribas 7,718 12 33 20 UniCredit Group 2,375 6

Legal advisers Legal advisers Top 20 – Ranked by value Top 20 – Ranked by volume

Y/E Y/E Company name Value No. of Y/E Y/E Company name Value No. of 2008 2009 (€m) deals 2008 2009 (€m) deals 2 1 Linklaters 75,187 29 1 1 Linklaters 75,187 29 17 2 Freshfields Bruckhaus Deringer 58,144 28 3 2 Freshfields Bruckhaus Deringer 58,144 28 12 3 Allens Arthur Robinson 48,949 4 2 3 Clifford Chance 34,177 22 3 4 Slaughter and May 43,047 8 4 4 Allen & Overy 12,315 17 5 5 Freehills 39,668 3 18 5 Herbert Smith/Gleiss Lutz/Stibbe 18,159 15 14 6 Blake Dawson 39,345 3 5 6 CMS 3,058 13 16 7 Clifford Chance 34,177 22 11 7 Cuatrecasas, Goncalves Pereira 15,504 12 38 8 Chiomenti Studio Legale 20,334 4 7 8 Norton Rose 8,219 11 4 9 Herbert Smith/Gleiss Lutz/Stibbe 18,159 15 35 9 Wiersholm 1,023 9 59 10 Uria Menendez 17,423 7 22 10 Slaughter and May 43,047 8 1 11 Sullivan & Cromwell 16,228 8 8 11 Sullivan & Cromwell 16,228 8 21 12 Cuatrecasas, Goncalves Pereira 15,504 12 56 12 De Brauw Blackstone Westbroek 4,818 8 19 13 Latham & Watkins 15,069 6 16 13 Jones Day 757 8 28 14 Bonelli Erede Pappalardo 13,777 5 9 14 White & Case 730 8 6 15 Allen & Overy 12,315 17 15 15 Uria Menendez 17,423 7 145 16 Hengeler Mueller 11,912 5 6 16 Cleary Gottlieb Steen & Hamilton 4,331 7 20 17 Mallesons Stephen Jaques 9,455 2 51 17 Akin Gump Strauss Hauer & Feld 3,097 7 25 18 Simpson Thacher & Bartlett 9,405 2 27 18 Ashurst 1,995 7 - 19= Commerce and Finance Law Offices 9,204 1 38 19 Blake, Cassels & Graydon 1,111 7 72 19= Fried Frank Harris Shriver & 9,204 1 224 20 Fasken Martineau 1,019 7 Jacobson 15 19= Johnson Winter & Slattery 9,204 1 101 19= Wachtell, Lipton, Rosen & Katz 9,204 1

25 Consumer

For the Consumer sector, 2009 marked a slow year for transaction Among legal advisers, Clifford Chance took the cake for most volume compared recent years, particularly in Retail. While M&A deals by value in the Consumer sector, with a total of €19.9bn in consumer goods showed some resilience – driven by corporate from 12 deals, while volume-wise CMS came in at number reorganisation, and some private equity participation – blockbuster one with 28 deals totaling €1.9bn. For financial advisers, Lazard deals of the magnitude witnessed last year did not materialise. propelled up to top for value with 16 transactions at €21.2bn and Rothschild for volume with 21 deals at a total value of €5bn. As this edition of Deal Drivers goes to print, much attention has turned to the takeover of Cadbury, providing a roaring start European Leisure overview to 2010. In the Leisure sector, 2009 marked an equally dry year for M&A Interestingly, most of the large transactions in Consumer goods among hotel chains. Accor sold off its Real Estate portfolio of saw a cross-continental element. Among these, Suntory’s Formula 1 estates for some €272m, which was seen rather as acquisition of Orangina, ABI’s disposal of its Central and East a one-off deal rather than a trend. Some movement is expected European beverage assets to CVC, Unilever’s acquisition of during 2010 in this area, although peak deal flow will not return Sara Lee’s global body care business, and Kraft Food’s potential in the short-term. takeover of Cadbury stand out. Accor also made the headlines this year with its announcement However, deal makers in the retail space are still approaching the that it was to split the group between its hotel and services arms. new year with more cautious expectations after yet another slow No firm timeframe has been given for this development. year of transactions. “Only recently, with CFAO’s listing, has there been evidence of the IPO avenue opening up again”, said Patrick Despite big hopes for consolidation in the Gambling industry, Coze, Managing Director and Head of Retail and Luxury at Societe big ticket deals have not emerged in the past 12 months. Bwin, Generale. “The main deal drivers in 2010 will include portfolio PartyGaming and 888 remain on the list of consolidators with their reorganisation among certain larger companies”, Coze continued. deals valued in the low hundreds. The sector will continue with “Besides this, retailers, particularly in food, will continue to look M&A in 2010, although the industry still awaits the conclusion for deals in emerging markets to offset the lack of growth in of the challenges to US gambling regulations with larger, cross- Western Europe and the US,” Coze explained. continental deals unlikely to emerge until then.

Despite private equity firms participating in some of the top ten Gaming, however, could see a handful of deals, driven by transactions in the Consumer space, the situation has been less innovation among new firms. New players could also emerge as rosy in Retail. According to Coze, the trend is likely to continue IPO candidates, and continue to attract private equity investors. in 2010, particularly among non-food retailers. “The performance of private equity investments in specialised Retail has varied by Kasper Viio and Paulina Lichwa markedly across sub-sectors. Textile retailers, for example, have suffered,” he noted. “Similarly in Luxury, the larger, super- premium brands have held up better than the more accessible lifestyle brands acquired by private equity finds,” Coze added.

“Going forward, the IPO market is likely to become a favoured route for private equity firms to exit retail assets in coming years as the LBO debt market remains sticky due to the cyclical nature of the industry,” Coze said. “However, only the best stories will be able to convince investors,” he explained. A recent example to this end is UK fashion retailer New Look, which in February announced its intention to seek a stock market listing.

mergermarket sector classification: Consumer: Foods Consumer: Other Consumer: Retail Please note: Leisure transactions are not included in the Consumer M&A data.

26 Consumer

Top 15 announced deals for year ending 31 December 2009 – European Consumer sector

Announced Status Bidder company Target company Vendor company Deal value (€m) date 9-Nov-09 P Kraft Foods Inc Cadbury Plc 15,342 13-Nov-09 C Suntory Holdings Limited Orangina Schweppes Group Blackstone Group Holdings 2,245 LLC; and Lion Capital LLP 15-Oct-09 C CVC Capital Partners Limited Anheuser-Busch InBev (Central European Anheuser-Busch InBev 1,493 operations) 21-Dec-09 P Sanofi-Aventis SA Chattem Inc 1,486 7-May-09 C Affinity Equity Partners; and Kohlberg Kravis Oriental Brewery Co Ltd Anheuser-Busch InBev 1,353 Roberts & Co 25-Sep-09 P Unilever Plc Sara Lee (global body care and European Sara Lee Corporation 1,275 detergents businesses) 30-Mar-09 C Moulin family (Private investors) Motier SAS (37.10% stake) BNP Paribas SA 1,100 14-May-09 C SABMiller Plc Kompania Piwowarska SA (28.10% stake) Kulczyk Investments 818 20-Feb-09 C Suiker Unie (subsidiary of Royal Cosun) Danisco Sugar Gmbh Nordzucker AG 730 18-Sep-09 C Jumbo Supermarkten BV Super de Boer NV Guichard Perrachon & Cie SA 634 (Casino Group) 12-Mar-09 C Asahi Breweries Ltd Schweppes Holdings Pty Ltd Cadbury Plc 601 23-Jan-09 C Asahi Breweries Ltd Tsingtao Brewery Co Ltd (19.99% stake) Anheuser-Busch InBev 515 17-Jun-09 C British American Tobacco Plc PT Bentoel Internasional Investama Tbk PT Rajawali Corporation 511 8-Apr-09 C Davide Campari Milano SpA Pernod Ricard (Wild Turkey business) Pernod Ricard SA 433 12-Nov-09 C Guichard Perrachon & Cie SA (Casino Group) Franprix Holding (5% stake); and Leader Baud family 429 Price Holding (25% stake) C= Completed; P= Pending; L= Lapsed

27 Consumer

Mix of deals by geographic region Value Volume

3.2% 7.2% uK & Ireland uK & Ireland 7.2% uK & Ireland 10.8% 16.8% 16.8% Germany Germany Germany France 1.7% 15.9% France France 15.9% Italy Italy Italy 9.1% Iberia Iberia Iberia 12.1% benelux benelux 12.1% benelux 1.7% Nordic Nordic Nordic 52.2% 1.9% 9.6% Central & eastern europe Central & eastern europe 9.6% Central & eastern europe Other Other Other 13.6% 15.0% 13.6% 10.5% 10.5% 5.8% 4.5% 8.6% 5.8% 8.6%

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

Quarterly trends Value Volume

120,000 300

275

100,000 250

225

80,000 200

175

60,000 150 olume V lue € m Va 125

40,000 100

20,000 50

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 03 03 03 03 04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 03 03 03 03 04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09

Quarter ended Quarter ended

28 Consumer

Financial advisers Financial advisers Top 20 – Ranked by value Top 20 – Ranked by volume

Y/E Y/E Company name Value No. of Y/E Y/E Company name Value No. of 2008 2009 (€m) deals 2008 2009 (€m) deals 10 1 Lazard 21,226 16 2 1 Rothschild 4,965 21 2 2 Goldman Sachs 20,552 11 11 2 Credit Suisse 16,808 20 24 3 Royal Bank of Scotland Group 19,233 13 4 3 KPMG 519 19 8 4 UBS Investment Bank 18,559 11 12 4 Lazard 21,226 16 4 5 Citigroup 18,539 5 1 5 Deloitte 61 16 1 6 Deutsche Bank 18,083 6 20 6 Rabobank 801 14 16 7 Morgan Stanley 17,299 7 14 7 Royal Bank of Scotland Group 19,233 13 66 8 Barclays Capital 16,835 2 3 8 PricewaterhouseCoopers 717 13 5 9 Credit Suisse 16,808 20 13 9 JPMorgan 7,947 12 7 10 Centerview Partners 15,342 1 7 10 Goldman Sachs 20,552 11 3 11 JPMorgan 7,947 12 6 11 UBS Investment Bank 18,559 11 13 12 Rothschild 4,965 21 8 12 BNP Paribas 2,781 11 36 13 Nomura Holdings 4,038 4 17 13 M&A International 130 9 131 14 ING 3,574 7 34 14 HSBC Bank 2,637 8 11 15 BNP Paribas 2,781 11 18 15 Morgan Stanley 17,299 7 27 16 HSBC Bank 2,637 8 42 16 ING 3,574 7 18 17 SG 2,041 7 30 17 SG 2,041 7 9 18 Bank of America Merrill Lynch 1,749 6 22 18 UniCredit Group 276 7 - 19 Erste Group Bank 1,493 1 15 19 Deutsche Bank 18,083 6 52 20 Rabobank 801 14 16 20 Bank of America Merrill Lynch 1,749 6

Legal advisers Legal advisers Top 20 – Ranked by value Top 20 – Ranked by volume

Y/E Y/E Company name Value No. of Y/E Y/E Company name Value No. of 2008 2009 (€m) deals 2008 2009 (€m) deals 7 1 Clifford Chance 19,886 12 8 1 CMS 1,913 28 58 2 Slaughter and May 16,938 4 4 2 Allen & Overy 1,794 23 9 3 Herbert Smith/Gleiss Lutz/Stibbe 16,921 9 1 3 Linklaters 3,717 20 75 4 Cleary Gottlieb Steen & Hamilton 16,916 6 2 4 Freshfields Bruckhaus Deringer 4,634 17 102 5 Shearman & Sterling 16,052 3 3 5 DLA Piper 777 13 81 6 Cravath Swaine & Moore 15,654 2 22 6 White & Case 298 13 47 7 Dewey & LeBoeuf 15,569 5 5 7 Clifford Chance 19,886 12 1 8 Gibson Dunn & Crutcher 15,347 2 13 8 Weil Gotshal & Manges 4,200 12 173 9 Squire, Sanders & Dempsey 15,342 2 12 9 Jones Day 1,242 11 - 10 Arnold & Porter 15,342 1 33 10 Simmons & Simmons 88 11 17 11 Freshfields Bruckhaus Deringer 4,634 17 15 11 Loyens & Loeff 2,111 10 10 12 Weil Gotshal & Manges 4,200 12 37 12 Latham & Watkins 1,629 10 53 13 Lovells 3,996 7 7 13 Baker & McKenzie 1,513 10 5 14 Linklaters 3,717 20 6 14 Herbert Smith/Gleiss Lutz/Stibbe 16,921 9 14 15 Skadden Arps Slate Meagher & Flom 3,111 9 14 15 Skadden Arps Slate Meagher & Flom 3,111 9 165 16 Deloitte & Touche Legal 2,261 4 9 16 Vinge 328 8 15 17 Loyens & Loeff 2,111 10 24 17 Lovells 3,996 7 22 18 CMS 1,913 28 129 18 Schoenherr Rechtsanwaelte 66 7 6 19 Allen & Overy 1,794 23 21 19 Cleary Gottlieb Steen & Hamilton 16,916 6 8 20 Sullivan & Cromwell 1,782 5 83 20 Houthoff Buruma 282 6

The legal adviser league tables by value and volume have been run from 01/01/2009 to 31/12/2009 and include lapsed and withdrawn bids. The tables are pan-European and are based on the following sectors: Consumer-retail, food and other.

29 Technology, Media & Telecommunications

In a recovering M&A market, the Technology, Media & Distressed situations dominated the year’s M&A landscape and Telecommunications (TMT) sector is widely expected to be one of this trend is likely to continue into 2010, with many deals yet to 2010’s most buoyant. Deal activity in TMT in 2009 was the lowest materialise. Spain’s Prisa is certainly one to watch, with a €2bn we’ve seen since 2003, according to mergermarket data. While loan maturity coming up in March, as well as Orion Cable, the M&A participants could be forgiven for dancing around 2009’s German cable company, which in addition to its debt pressure, grave, a number of deals struck last year are a foretaste of what sits in a sector prone to further consolidation in 2010. could happen over the next 12 months. Moreover, the downturn is set to continue to accelerate the move In the Telecommunications sector, Orange and T-Mobile are to digital consumption and digital advertising, which suggests that seeking regulatory approval to merge their UK operations and online media companies will remain targets for their traditional create the country’s largest mobile phone company. If the deal is counterparts. approved, they anticipate it would add savings of around €514m (£445m) a year from 2014 in the joint operation. Similarly, albeit A resurgence in consumer confidence, along with an increase in on a smaller scale, France Telecom and TDC are to merge their enterprise investments on upgrading servers and PCs, is set to respective Swiss subsidiaries, Orange and Sunrise. Antitrust heat up the Technology M&A scene in 2010. An appetite for cloud authorities permitting, telecom operators could seek similar deals computing technology is set to be the catalyst for M&A in 2010, in other mature European markets in 2010. followed by Ebook readers, which have caught the eye of global technology consolidators due to their increasing popularity and As for growth, European telecom operators will continue to eye consumer demand. emerging markets, but will face increasing competition from companies already operating in the sphere when targeting these Cash is certainly king and should remain so in 2010, as exemplified ever rarer assets. Late last year, Vivendi finally secured a long by Canon’s most recent acquisition of Dutch-based Oce for over sought-after deal in the emerging markets with the acquisition of €1.3bn. Although some of Oce’s investors are demanding a better GVT in Brazil for €3bn. That was after it renounced acquiring Zain’s offer, the deal is seen as imminent. Similarly, Cisco’s first-ever African assets, which, at the time, were said to have attracted acquisition of an European public company, the Norwegian video interest from other European operators such as Vodafone and conferencing vendor Tandberg for €2.1bn, shows that US majors France Telecom. As 2009 was coming to an end, Indian telecom are prepared to pay high multiples for market leaders. operators Vavasi Telegence, BSNL, MTNL and Malaysian investor Syed Mokhtar Al-Bukhary were reportedly considering acquiring a Freshfields Bruckhaus Deringer had a winning streak in the stake in Zain. Likewise, while consolidation is widely expected on league tables for legal advisers coming in at number one for the Indian market, it remains to be established whether European both value and volume, with 27 transactions totalling €10.3bn. In players are best placed to carry it out. the financial advising realm, Morgan Stanley and Lazard were in prime position, for value and volume respectively. Morgan Stanley To come full circle, 2009 was also the year when Alcatel-Lucent’s posted a total value of €12.5bn for 17 deals, while Lazard worked Chief Executive, Ben Verwaayen, has had to play down talk that on 21 deals worth €7.4bn in total. the telecoms equipment manufacturer might be taken over by a player from China. by Beranger Guille, Mariana Valle and Pamela Barbaglia

While Telecoms experienced a few large deals in 2009, Media transactions remained in the small and medium-size range, largely driven by the lack of financing available and the decline in advertising revenues.

mergermarket sector classification: Computer: Hardware Computer: Semi-conductors Computer: Software Internet/ecommerce Media Telecommunications: Carriers Telecommunications: Hardware

30 Technology, Media & Telecommunications

Top 15 announced deals for year ending 31 December 2009 – European TMT sector

Announced Status Bidder company Target company Vendor company Deal value (€m) date 3-Dec-09 P GE Group NBC Universal Inc (20% stake) Vivendi SA 3,853 5-Oct-09 P VimpelCom Kyivstar GSM CJSC Altimo; and Telenor ASA 3,637 13-Nov-09 P Liberty Global Inc Unitymedia GmbH Apollo Management LP; and 3,500 BC Partners Ltd 8-Sep-09 P Vivendi SA GVT (Holding) SA 2,974 7-Oct-09 L Telefonica SA GVT (Holding) SA 2,599 11-Dec-09 P EQT Partners AB; and GIC Special Investments Springer Science + Business Media Candover Investments Plc; and 2,240 Pte Ltd Deutschland GmbH Cinven Limited 1-Oct-09 P Cisco Systems Inc Tandberg ASA 2,110 11-Dec-09 P France Telecom SA Egyptian Company for Mobile Services 2,014 (48.97% stake) 2-Jun-09 C Deposit Insurance Agency; and OAO Rostelecom (40% stake) KIT Finance 1,513 Vnesheconombank 1-Sep-09 C Silver Lake Partners; Andreessen Horowitz; Skype Technologies SA (70% stake) eBay Inc 1,424 Canada Pension Plan Investment Board; and Index Ventures 5-Aug-09 C Mobile TeleSystems OJSC OAO Comstar United TeleSystems (50.91% AFK Sistema 1,412 stake) 29-Apr-09 C France Telecom SA France Telecom Espana SA (18.20% stake) Banco Santander SA; Caja de 1,374 Ahorros del Mediterraneo; Credit Suisse Group AG; Deutsche Bank AG; and Unicaja 16-Nov-09 P Canon Inc Oce NV 1,323 25-Nov-09 P Orange Communication SA / Sunrise Orange Communications SA; and Sunrise France Telecom SA; and TDC 1,189 Communications SA (Joint Venture) Communications AG A/S 3-Dec-09 P Telefonica SA HanseNet Telekommunikation GmbH Telecom Italia SpA 900 C= Completed; P= Pending; L= Lapsed

31 Technology, Media & Telecommunications

Mix of deals by geographic region Value Volume

6.6% 7.5% 8.0% uK & Ireland uK & Ireland 7.5% uK & Ireland 20.8% Germany Germany 20.8% Germany France France 17.1% France 17.1% 22.8% Italy Italy Italy Iberia Iberia Iberia 28.0% benelux benelux benelux Nordic 11.2% Nordic Nordic 11.2% Central & eastern europe Central & eastern europe Central & eastern europe 12.9% Other 4.8% Other 12.9% Other 2.2% 11.6% 11.6% 8.6% 9.1% 8.6% 4.6% 8.6% 9.8% 5.7% 5.7% 4.6%

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

Quarterly trends Value Volume

80,000 250

225 70,000

200 60,000 175

50,000 150

40,000 125 olume alue € m V V 100 30,000

75 20,000 50

10,000 25

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 03 03 03 03 04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 03 03 03 03 04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09

Quarter ended Quarter ended

32 Technology, Media & Telecommunications

Financial advisers Financial advisers Top 20 – Ranked by value Top 20 – Ranked by volume

Y/E Y/E Company name Value No. of Y/E Y/E Company name Value No. of 2008 2009 (€m) deals 2008 2009 (€m) deals 5 1 Morgan Stanley 12,524 17 13 1 Lazard 7,442 21 4 2 UBS Investment Bank 11,128 13 11 2 JPMorgan 6,929 18 7 3 Goldman Sachs 8,575 13 8 3 Morgan Stanley 12,524 17 - 4 Barclays Capital 8,506 7 10 4 Rothschild 3,613 17 6 5 Credit Suisse 8,073 15 3 5 Deloitte 503 16 9 6 Lazard 7,442 21 6 6 Credit Suisse 8,073 15 1 7 JPMorgan 6,929 18 5 7 PricewaterhouseCoopers 1,735 14 25 8 UniCredit Group 5,477 5 9 8 KPMG 1,633 14 - 9 Nomura Holdings 4,418 6 1 9 UBS Investment Bank 11,128 13 3 10 Deutsche Bank 4,253 10 15 10 Goldman Sachs 8,575 13 35 11 BNP Paribas 4,006 4 2 11 Ernst & Young 285 12 10 12 SG 3,882 2 4 12 Deutsche Bank 4,253 10 8 13 CALYON 3,764 3 7 13 Jefferies & Company 379 9 24 14 Rothschild 3,613 17 25 14 ING 3,200 8 40 15 ING 3,200 8 16 15 SEB Enskilda 1,656 8 41 16 HSBC Bank 3,014 3 43 16 Grant Thornton Corporate Finance 187 8 56 17 Carnegie Investment Bank 2,110 1 - 17 Barclays Capital 8,506 7 2 18 Bank of America Merrill Lynch 1,744 7 12 18 Bank of America Merrill Lynch 1,744 7 23 19 PricewaterhouseCoopers 1,735 14 20 19 BDO Corporate Finance 16 7 33 20 SEB Enskilda 1,656 8 - 20 Nomura Holdings 4,418 6

The financial adviser league tables by value and volume have been run from 01/01/2009 to 31/12/2009, excluding 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 Legal advisers Top 20 – Ranked by value Top 20 – Ranked by volume

Y/E Y/E Company name Value No. of Y/E Y/E Company name Value No. of 2008 2009 (€m) deals 2008 2009 (€m) deals 4 1 Freshfields Bruckhaus Deringer 10,343 27 3 1 Freshfields Bruckhaus Deringer 10,343 27 1 2 Allen & Overy 2,101 24 1 2 Clifford Chance 7,406 15 14 3 Jones Day 1,616 21 68 3 Simpson Thacher & Bartlett 6,534 8 4 4 DLA Piper 460 16 224 4 Gibson Dunn & Crutcher 6,282 6 2 5 Clifford Chance 7,406 15 17 5 Latham & Watkins 5,331 11 5 6 Baker & McKenzie 380 14 10 6 Skadden Arps Slate Meagher & Flom 4,445 5 6 7 Linklaters 1,803 13 57 7 Akin Gump Strauss Hauer & Feld 4,432 3 105 8 Cederquist 225 13 18 8 Dewey & LeBoeuf 4,169 8 13 9 Latham & Watkins 5,331 11 22 9 Ropes & Gray 3,654 2 8 10 Herbert Smith/Gleiss Lutz/Stibbe 2,043 11 8 10 Hogan & Hartson 3,585 5 18 11 Cleary Gottlieb Steen & Hamilton 2,919 10 71 11 Cravath Swaine & Moore 3,512 5 11 12 CMS 1,159 10 16 12 Hengeler Mueller 3,019 6 22 13 Olswang 251 10 - 13= Barbosa, Mussnich & Aragao 2,974 1 27 14 Lovells 96 10 - 13= Mattos Filho, Veiga Filho, Marrey Jr. 2,974 1 e Quiroga Advogados 34 15 Kirkland & Ellis 765 9 - 13= Souza, Cescon Avedissian, Barrieu e 2,974 1 100 16 Simpson Thacher & Bartlett 6,534 8 Flesch Advogados 49 17 Dewey & LeBoeuf 4,169 8 3 16 Cleary Gottlieb Steen & Hamilton 2,919 10 16 18 Ashurst 757 8 61 17 Orrick Herrington & Sutcliffe 2,864 4 7 19 Osborne Clarke 393 8 70 18 Fenwick & West 2,817 4 17 20 SJ Berwin 351 8 14 19 Sullivan & Cromwell 2,630 6 43 20 Thommessen 2,465 4

The legal adviser league tables by value and volume have been run from 01/01/2009 to 31/12/2009 and include lapsed and withdrawn deals. The tables are pan-European and are based on the following sectors: Computer – software, hardware and semiconductors; Telecoms – Hardware and Carriers; Internet/e-Commerce and Media.

33 Transportation

Aviation and shipping deals look set to be the hottest subsectors British Airways signed last November bears testimony to the of the Transportation industry this year. Heightened M&A activity huge losses incurred by the airline industry in recent times. The in the airline space is tipped to continue well into 2010, with merger of the groups, which have combined revenues of around both listed German airline Air Berlin and SAS named as potential €15.0bn (£13.4bn), is likely to close towards the end of 2010 to targets. Air Berlin, which has a market cap of €360m, is rumoured counter the effects of the global recession and competition from to interest both UAE-based rival Etihad and German airline giant low-cost carriers. Lufthansa. In turn, SAS, is said to be of interest to Air France- KLM, Lufthansa and Finn Air. Air France-KLM is also expected A number of joint ventures have also taken place in the sector to show interest in a re-launched sale of Czech Airlines (CSA), last year, such as Pegasus’ joint venture with Kyrgyzstan Airlines awaited in 2010. The sale of CSA had been negatively affected in July last year and Air Berlin’s strategic cooperation with TUIfly by the global crisis as airlines which would otherwise have been in March. Other airline deals involve Air Berlin’s acquisition of the interested in CSA had to instead focus on stabilising their own remaining 51% interest in Belair last October and, in turn, listed difficult situation. German travel company TUI’s purchase of a 9.9% in Air Berlin in the same month. The British Airport Authority (BAA) has finally agreed the sale of Gatwick airport to Global Infrastructure Partners in October last The financial crisis has seen airports being offloaded at discount year despite its appeals against an order from the Competition prices. The €1.6bn price tag for Gatwick was tens of millions of Commission to sell three of its airports. Stansted, Glasgow, Euros shy of the original asking price. Negotiations lasted months, Edinburgh or even Manchester could well be sold this year. as neither consortium was willing to pay the hoped €1.75bn for Elsewhere, in Continental Europe, Portuguese construction group the asset. Macquarie Airports, meanwhile, divested its 36% Teixeira Duarte and Ferrovial Aeropuertos have shown interest in interest in Bristol Airport to Ontario Teachers’ Pension Plan at a acquiring Portuguese airport operator ANA from the Portuguese 13% discount to the seller’s valuation of the asset in June 2009. government. Aeroport de Paris has also shown interest in the Macquarie also increased its stake in Copenhagen to 30.8%, Lisbon airport operator, as well as those in Crete and Prague. again at a discount to the group’s previous valuation.

Predictably the shipping industry is another subsector to have A total of 115 deals occurred in the European Transportation been hit by the recession, though deal flow is already showing sector in 2009, worth €8.3bn, accounting for 3.2% of overall M&A signs of recovery. The capital-intensive industry had been blighted deal volume in Europe and just 2.5% of valuations. This compares by cancelled orders and a dearth of buyers. As raw materials negatively to 2008, when transportation deals comprised 4.1% of begin to pick up, some lucrative opportunities are coming to European deals by volume and 4.3% by value. light, particularly in the oil and gas, port terminals and maritime services sector. For several months now, TUI has been rumoured Although Plesner advised on deals which totalled just €830m in to be interested in selling German shipping business Hapag-Lloyd, the Transportation sector, the firm still managed to work on the in which it holds a 43% stake alongside German businessman most deals, eight in total. In value terms, Freshfields Bruckhaus Michael Kuehne. The end of the fourth quarter saw Danish Deringer took first place with €3bn from four deals. Looking at energy, retail and shipping giant AP Møller Maersk sell ferry group the financial advisers, the Royal Bank of Scotland Group took the Norfolkline to trade rival DFDS. The €346m deal value fell short of highest value at €3bn, while Rothschild made eight deals, the the €500m initially asked by Maersk, but signs point to a return to most for any financial adviser, worth €1.5bn in total. activity in the wider sector. by Fay Sanders Deal activity in the Aviation sector has remained relatively high over the course of last year. European airlines are favouring consolidation, after being stung by high fuel prices and declining passenger numbers. The proposed merger between Iberia and

mergermarket sector classification: Transportation

34 Transportation

Top 15 announced deals for year ending 31 December 2009 – European Transportation sector

Announced Status Bidder company Target company Vendor company Deal value (€m) date 21-Oct-09 C Global Infrastructure Partners Gatwick Airport Ltd BAA Limited (Grupo Ferrovial 1,609 SA) 12-Nov-09 P Boskalis Westminster NV Smit Internationale NV 1,366 8-Dec-09 P Apax Partners LLP Marken Limited Intermediate Capital Group 1,080 14-Dec-09 P Berlian Laju Tanker Tbk PT Camillo Eitzen & Co ASA 1,066 30-Jan-09 C Deutsche Bahn AG PCC Rail SA PCC SE 400 2-Feb-09 C CVC Capital Partners Limited De Post - La Poste (24.90% stake) Post Danmark A/S 373 17-Dec-09 P DFDS A/S Norfolk Holdings BV AP Moeller - Maersk A/S 346 12-Jan-09 C Air France-KLM SA Alitalia SpA (25% stake) 323 1-Dec-09 P GlobalTrans Investment Ltd OOO BaltTransServis (50% stake) Transportation Investments 179 Holding Ltd 23-Mar-09 L Marfin Investment Group Holdings SA Olympic Air Societe Anonyme Of Air Government of Greece 177 Transport; Olympic Engineering Societe Anonyme For Aircraft Maintenance And Repair; and Olympic Handling Societe Anonyme For Aircraft Ground Handling 16-Sep-09 C Ontario Teachers Pension Plan Bristol International Airport Ltd (35.50% Macquarie Airports Limited 143 stake) 13-May-09 C ANEK Lines Shipping SA Hellenic Seaways SA (33.35% stake) Minoan Lines Shipping SA 125 28-Jul-09 C Antin Infrastructure Partners SAS; and Arcus Euroports Sarl (34% stake) 120 Infrastructure Partners LLP 13-Jan-09 L DSV A/S DFDS A/S (25.20% stake) Vesterhavet A/S (subsidiary of 106 JL Fondet) 2-Sep-09 C Eurotunnel plc/SA; and SNCF SA Veolia Cargo SAS Veolia Environnement SA 103 C= Completed; P= Pending; L= Lapsed

35 Transportation

Mix of deals by geographic region Value Volume

5.3% uK11.3% & Ireland uK & Ireland 15.7% 11.3% uK & Ireland 9.4% 15.7% Germany Germany Germany France France France 37.1% Italy Italy 13.9% Italy 8.7% 13.9% Iberia Iberia 8.7% Iberia 14% benelux benelux benelux Nordic Nordic Nordic Central & eastern europe Central & eastern europe 10.4% Central & eastern europe 10.4% Other Other 13.0% Other 13.0% 0.2% 3.5% 3.5% 1.7% 4.9% 27% 7.0% 7.0% 0.5% 16.5% 16.5%

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

Quarterly trends Value Volume

55000 80

50000 70 45000 60 40000

35000 50

30000 40 olume

25000 V lue € m Va

20000 30

15000 20 10000 10 5000

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 03 03 03 03 04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 03 03 03 03 04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09

Quarter ended Quarter ended

36 Transportation

Financial advisers Financial advisers Top 15 – Ranked by value Top 15 – Ranked by volume

Y/E Y/E Company name Value No. of Y/E Y/E Company name Value No. of 2008 2009 (€m) deals 2008 2009 (€m) deals 63 1 Royal Bank of Scotland Group 2,975 2 10 1 Rothschild 1,536 8 2 2 JPMorgan 1,955 2 1 2 Deloitte - 5 33 3 RBC Capital Markets 1,609 2 7 3 Lazard 1,580 4 43 4= Credit Suisse 1,609 1 27 4 Goldman Sachs 1,090 3 - 4= HSBC Bank 1,609 1 4 5 KPMG 75 3 3 4= Santander Global Banking and 1,609 1 2 6 PricewaterhouseCoopers 69 3 Markets 24 7 Royal Bank of Scotland Group 2,975 2 8 7 Lazard 1,580 4 5 8 JPMorgan 1,955 2 16 8 Rothschild 1,536 8 29 9 RBC Capital Markets 1,609 2 - 9= Kempen & Co 1,366 1 54 10 Carnegie Investment Bank 1,159 2 - 9= Rabobank 1,366 1 17 11 Morgan Stanley 525 2 50 11 Carnegie Investment Bank 1,159 2 9 12 Ernst & Young 465 2 10 12 Goldman Sachs 1,090 3 25 13 Mediobanca 382 2 - 13= ABG Sundal Collier 1,066 1 12 14 SEB Enskilda 346 2 - 13= RS Platou Markets 1,066 1 14 15 Banca IMI/Intesa Sanpaolo 338 2 20 15 Morgan Stanley 525 2 - 16 First Securities 113 2 12 16 Ernst & Young 465 2 22 17 BDO Corporate Finance 16 2 - 17 Lincoln International 400 1 18 18 Nordea Corporate Finance 5 2 5 18 Mediobanca 382 2 21 19= Credit Suisse 1,609 1 24 19 SEB Enskilda 346 2 - 19= HSBC Bank 1,609 1 14 20 Banca IMI/Intesa Sanpaolo 338 2 11 19= Santander Global Banking and 1,609 1 Markets

Legal advisers Legal advisers Top 15 – Ranked by value Top 15 – Ranked by volume

Y/E Y/E Company name Value No. of Y/E Y/E Company name Value No. of 2008 2009 (€m) deals 2008 2009 (€m) deals 15 1 Freshfields Bruckhaus Deringer 2,975 4 10 1 Plesner 830 8 10 2 Herbert Smith/Gleiss Lutz/Stibbe 1,609 2 3 2 Allen & Overy 1,125 6 54 3 Slaughter and May 1,609 1 18 3 Linklaters 873 5 26 4 De Brauw Blackstone Westbroek 1,382 2 - 4 Gorrissen Federspiel 825 5 63 5 Wikborg Rein & Co 1,159 2 8 5 Baker & McKenzie 261 5 20 6 Allen & Overy 1,125 6 1 6 Freshfields Bruckhaus Deringer 2,975 4 6 7= Ashurst 1,080 1 2 7 CMS 400 4 94 7= Travers Smith 1,080 1 5 8 Lovells 30 3 79 9 Bugge Arentz-Hansen and Rasmussen 1,066 1 16 9 Herbert Smith/Gleiss Lutz/Stibbe 1,609 2 18 10 Linklaters 873 5 27 10 De Brauw Blackstone Westbroek 1,382 2 41 11 Plesner 830 8 29 11 Wikborg Rein & Co 1,159 2 - 12 Gorrissen Federspiel 825 5 22 12 Clifford Chance 405 2 46 13 Clifford Chance 405 2 65 13 Debevoise & Plimpton 323 2 1 14 CMS 400 4 30 14 DLA Piper 32 2 24 15 Cleary Gottlieb Steen & Hamilton 400 1 104 15 Taylor Wessing 16 2 - 16 Van Doorne 346 1 20 16= Gide Loyrette Nouel - 2 35 17 Debevoise & Plimpton 323 2 - 16= King & Spalding - 2 16 18= Bonelli Erede Pappalardo 323 1 - 16= Kromann Reumert - 2 25 18= Legance Studio Legale Associato 323 1 46 16= Loyens & Loeff - 2 66 20 Baker & McKenzie 261 5 - 16= Roschier - 2 21 16= Vinge - 2

The legal adviser league tables by value and volume have been run from 01/01/2009 to 31/12/2009 and include lapsed and withdrawn deals. The tables are pan-European and cover the Transportation sector.

37 Pharma, Medical & Biotech

The global pace of healthcare mergers gathered momentum in AstraZeneca’s recent acquisition of Novexel, the France-based the last quarter of 2009, with profuse activity also seen in the pharmaceutical company focused on the development of novel mid-market tier. antibacterial and anti-fungal agents, for €241m also reflects an increasing interest in the anti-infective’s market because of The last quarter saw the initiation of a number of large deals, the added profit potential in the Managed Care sector and in including the sale of German generic drug maker Ratiopharm, hospitals. expected to be worth between €2.0-€2.5bn, and the divestment of Siemens’ hearing aid division, which could fetch up to €1.9bn. An increase in consolidation is also expected in areas involving These are expected to be concluded in the first quarter of 2010. specialist technologies and clinical testing services. This is exemplified by Blackstone Group’s acquisition of UK-based Teva, the likely winner in the Ratiopharm auction process, is an ALcontrol Laboratories through their US based hedge fund GSO example of a company with strong US exposure looking to beef Capital Partners. up its portfolio by gaining access to important healthcare markets in Europe. This has also been shown with the considerable With the increasing prominence of healthcare reforms, economic inbound M&A activity from the US into Europe in the last quarter considerations for reimbursement purposes are obliging pharma of the year, a trend that is expected to continue as innovation to maximise efficiencies at all levels of the drug development in Europe – mostly from university spin offs – is becoming process by engaging high quality service providers. more tangible. In an environment where investment is becoming more After the mega mergers seen in 2009 and with the ‘patent cliff’ conservative, service companies that can provide high quality, creeping up in 2011, big pharma will increasingly be looking to cost-cutting solutions – such as German Evotec – are likely acquire biotechs in Europe, as the region offers opportunity at to prove attractive investment targets, despite such entities lower valuations than the US, according to Andy Smith Fund experience slow growth, as they do not have the volatile nature Manager at AXA Framlington. inherent to biotechs.

While the somewhat unexpected Siemens hearing aid deal has In the Pharma, Medical & Biotech sector Goldman Sachs is ranked attracted a plethora of private equity players, appetite in the in first place financial advisers with ten deals totalling €37.4bn. devices sector is expected to remain subdued. On the other hand, In terms of legal advisers Freshfields Bruckhaus Deringer beat biotechs engaged in developing products in therapeutic areas Latham & Watkins for the highest value at €39.9bn, while Jones related to eye disease, anti-infectives and cardiovascular disease Day completed 13 deals for a total value of €1.6bn, enough to are likely to prove attractive targets, due to an ageing population make it the number one firm in volume terms. in Europe. by Mintoi Chessa-Florea In terms of mid-market deals, ophthalmology remains an active sector, as evidenced by Sanofi-Aventis’ added reach into the area through the acquisition of France based Fovea Pharmaceuticals last October for €370m. On a larger scale, Novartis’ decision in early January 2010 to exercise its option to purchase 52% of eye-care specialist Alcon from Nestlé could be the beginning of a trend where big pharma seeks to gain a foothold in over the counter (OTC) products, tapping into a relatively profitable consumer market.

mergermarket sector classification: Biotechnology Medical Medical: Pharmaceuticals

38 Pharma, Medical & Biotech

Top 15 announced deals for year ending 31 December 2009 – European Pharma, Medical & Biotech sector

Announced Status Bidder company Target company Vendor company Deal value (€m) date 30-Jan-09 C Roche Holding Ltd Genentech Inc (44.20% stake) 34,573 28-Sep-09 P Abbott Laboratories Solvay Pharmaceuticals SA Solvay SA 4,500 30-Jul-09 C Sanofi-Aventis SA Merial Limited (50% stake) Merck & Co Inc 2,842 20-Apr-09 C GlaxoSmithKline Plc Stiefel Laboratories Inc Blackstone Group Holdings LLC 2,554 17-Jun-09 C Watson Pharmaceuticals Inc Arrow Group 1,255 20-May-09 C Novartis AG EBEWE Pharma (Specialty generic EBEWE Pharma GesmbH 925 injectables business) NfgKG 9-Feb-09 C H Lundbeck A/S OVATION Pharmaceuticals Inc GTCR Golder Rauner LLC 692 2-Jul-09 C Johnson & Johnson Elan Corporation Plc (18.40% stake) 632 13-Oct-09 P BH Holding SpA Sorin Group SpA (62.15% stake) 583 27-Jul-09 C Sanofi Pasteur (subsidiary of Sanofi-Aventis SA) Shantha Biotechnics Limited (78% stake) Merieux Alliance 550 23-Jan-09 C GlaxoSmithKline Plc UCB SA (product portfolio) UCB SA 515 9-Apr-09 C Sanofi-Aventis SA Medley Pharmaceuticals 500 23-Dec-09 P Novartis AG Corthera Inc Caxton Associates LLC; Domain 432 Associates LLC; Kleiner Perkins Caufield & Byers; and Sears Capital Management Inc 21-Sep-09 C Boehringer Ingelheim GmbH Fort Dodge Animal Health (certain assets) Wyeth 409 14-Sep-09 C Alcon Inc ESBATech AG - 403 C= Completed; P= Pending; L= Lapsed

39 Pharma, Medical & Biotech

Mix of deals by geographic region Value Volume

7.2% 13.0% uK & Ireland uK & Ireland 7.2% uK & Ireland 21.3% Germany 22.0% Germany 9.6% 22.0% Germany 9.6% 3.1% France France France Italy Italy Italy 6.5% Iberia Iberia Iberia 8.6% benelux 8.6% 5.6% benelux benelux Nordic Nordic Nordic Central & eastern europe 12.9% Central & eastern europe 12.9% Central & eastern europe 6.5% 10.5% Other Other 10.5% Other

7.1% 35.7% 6.7% 6.7% 1.1% 12.9% 12.9% 9.6% 9.6%

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

Quarterly trends Value Volume

65,000 120

60,000

55,000 100 50,000

45,000 80 40,000

35,000 60 olume alue € m 30,000 V V 25,000 40 20,000

15,000

10,000 20

5,000

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 03 03 03 03 04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 03 03 03 03 04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09

Quarter ended Quarter ended

40 Pharma, Medical & Biotech

Financial advisers Financial advisers Top 20 – Ranked by value Top 20 – Ranked by volume

Y/E Y/E Company name Value No. of Y/E Y/E Company name Value No. of 2008 2009 (€m) deals 2008 2009 (€m) deals 1 1 Goldman Sachs 37,388 10 4 1 KPMG 486 11 67 2 Greenhill & Co 34,573 1 8 2 Goldman Sachs 37,388 10 9 3 Morgan Stanley 6,460 8 6 3 Close Brothers Group 96 9 7 4 Deutsche Bank 5,192 2 10 4 Morgan Stanley 6,460 8 2 5 Citigroup 5,132 3 2 5 Rothschild 4,625 8 - 6 Barclays Capital 4,802 2 17 6 UBS Investment Bank 1,665 7 3 7 Credit Suisse 4,762 5 20 7 Nomura Holdings 257 7 4 8 Rothschild 4,625 8 3 8 Bank of America Merrill Lynch 2,175 6 10 9 Lazard 2,931 5 15 9 M&A International 647 6 - 10 Evercore Partners 2,842 1 16 10 Credit Suisse 4,762 5 - 11 Blackstone Group Holdings 2,554 1 23 11 Lazard 2,931 5 8 12 JPMorgan 2,364 5 9 12 JPMorgan 2,364 5 5 13 Bank of America Merrill Lynch 2,175 6 5 13 Deloitte 588 5 12 14 UBS Investment Bank 1,665 7 14 14 Ernst & Young 282 5 25 15 William Blair & Company 925 2 1 15 PricewaterhouseCoopers 500 4 22 16 Piper Jaffray & Co 895 3 51 16 Jefferies & Company 436 4 37 17 M&A International 647 6 7 17 Citigroup 5,132 3 93 18 SEB Enskilda 647 2 12 18 Piper Jaffray & Co 895 3 71 19 Davy Corporate Finance 632 2 33 19 Raiffeisen Investment 359 3 14 20 Deloitte 588 5 27 20 Grant Thornton Corporate Finance 51 3

Legal advisers Legal advisers Top 20 – Ranked by value Top 20 – Ranked by volume

Y/E Y/E Company name Value No. of Y/E Y/E Company name Value No. of 2008 2009 (€m) deals 2008 2009 (€m) deals 12 1 Freshfields Bruckhaus Deringer 39,918 6 20 1 Jones Day 1,568 13 2 2 Latham & Watkins 36,822 8 26 2 Cleary Gottlieb Steen & Hamilton 12,656 10 19 3 Skadden Arps Slate Meagher & Flom 35,882 3 7 3 White & Case 990 10 191 4 Wilson Sonsini Goodrich & Rosati 35,414 3 5 4 CMS 719 10 4 5 Cravath Swaine & Moore 35,205 3 1 5 Clifford Chance 506 10 3 6 Sullivan & Cromwell 35,124 2 23 6 Latham & Watkins 36,822 8 9 7 Homburger 35,004 3 39 7 Morgan Lewis & Bockius 1,395 8 80 8 Davis Polk & Wardwell 34,573 1 22 8 Eversheds 297 8 52 9 Cleary Gottlieb Steen & Hamilton 12,656 10 15 9 Dechert 96 8 62 10 Simpson Thacher & Bartlett 5,396 2 4 10 Baker & McKenzie 4,894 7 18 11 Baker & McKenzie 4,894 7 12 11 Lovells 97 7 150 12 Gibson Dunn & Crutcher 4,677 3 6 12 Freshfields Bruckhaus Deringer 39,918 6 116 13 Stikeman Elliott 4,500 1 3 13 Linklaters 3,119 6 16 14 Weil Gotshal & Manges 3,488 4 41 14 Willkie Farr & Gallagher 2,979 6 35 15 Linklaters 3,119 6 33 15 Slaughter and May 770 6 194 16 Willkie Farr & Gallagher 2,979 6 8 16 Vinge 320 6 20 17 Fried Frank Harris Shriver 2,972 3 21 17 Herbert Smith/Gleiss Lutz/Stibbe 41 6 & Jacobson 2 18 DLA Piper 764 5 61 18= Alston & Bird 2,842 1 9 19 Morrison & Foerster 405 5 - 18= Anderson Mori & Tomotsune 2,842 1 10 20 Allen & Overy 81 5 8 20 Blake, Cassels & Graydon 2,554 2

The legal adviser league tables by value and volume have been run from 01/01/2009 to 31/12/2009 and include lapsed and withdrawn deals.The tables are pan-European and are based on the following sectors: Biotechnology; Medical; and Pharmaceuticals.

41 Construction

The Construction sector is likely to face another challenging year One deal that has got the market talking is the proposed €5.6bn in 2010. Whilst 2009 was one of the worst years on record for the takeover of Portuguese cement company Cimpor by Brazilian industry, there are few signs that this year will be any different steelmaker CSN. Cimpor has rejected the offer and is hoping for as mortgage lending and credit is set to remain tight. Additionally, an improved offer. there is the added uncertainty of a General Election in the UK. The threat of cuts in public infrastructure spending – especially on Another deal that may come back into focus in 2010 is the sale of roads and rail – is likely to keep the UK Commercial Construction Tarmac by its South African-based parent Anglo American. Anglo sector subdued as order books and margins come under renewed tried to sell Tarmac back in 2007, but decided to put the €3.4bn pressure. Meanwhile, the recent US$5bn bail-out of Dubai by its sale on hold as financial markets went into freefall and credit Abu Dhabi neighbour served as a timely reminder to the fragility markets dried up. But, following the recent failure of takeover of the industry and wider global economic scene. talks between Anglo and Xstrata, there are signs that Tarmac could be put up for sale again. Potential bidders are likely to Against this gloomy backdrop, the scope for merger and acquisition include CRH, St Gobain and Lafarge. activity looks limited, although there are likely to be isolated pockets of activity in some of the more specialised construction House builders, many of whom recapitalised their balance sheets and support services sectors. last year, are now looking to rebuild their land banks. A number of firms, including Bellway, Persimmon and Barratt Developments VT Group is currently embroiled in a €323m (£280m) bid for are already talking to Lloyds and Royal Bank of Scotland about their highways and UK infrastructure group, Mouchel, while US private distressed land assets. However, with the house building industry equity firm Carlyle Group tabled a €598m (£536m) bid for Shanks, still remaining extremely fragile and facing another difficult spring the UK-listed waste management company. Private equity firm selling season, there are likely to be further casualties in the Texas Pacific is also thought to be eyeing Tomkins, the building private sector: medium-sized firms Verry, Wrekin Homes and products and engineering group. Wright Group all called in the administrators last year.

Industry experts expect this trend to continue as cash-rich US and This could throw up acquisition opportunities for some of the European companies take advantage of the low multiples within bigger players, while specialist investors and the so-called ‘vulture UK Services sector and start to target more small-to-medium funds’, who seek to buy distressed debt and assets from the sized firms. administrators at knock-down prices, have all been increasingly active in the market. While trading conditions in the UK civil engineering and construction markets are likely to remain tough, a number of companies are Linklaters built a solid position in the league table in 2009, topping looking further afield and using their cash to expand overseas. the legal adviser tables with eight deals at a total value of €7.7bn. Banco Bilbao Vizcaya Argentaria came in at number one for value Balfour Beatty raised around €407m through a rights issue to in the financial adviser league tables, with €7.4bn from three help fund the €323m purchase of Parsons Brinckerhoff – one deals, while Deloitte topped the volume charts with eight deals of the largest deals in the sector last year – while Amec has at a combined value of €26m. around €800m to spend on acquisitions. Balfour Beatty is looking at potential deals in Australasia, Brazil, Latin America and the by Malcolm Locke Middle East.

In the Building Materials sector, major fund-raising exercises last year by Wolseley, Lafarge, St Gobain and CRH helped to reduce debt levels and bolster their balance sheets. However, the industry will continue to face subdued levels of M&A activity in 2010, as credit markets remain tight.

However, there are signs that activity in some quarters is picking- up. German group HeidelbergCement has indicated that it will start to re-examine acquisition opportunities towards the end of 2010, while Austrian-based Wienerberger, the largest brick maker in the world, may look to buyout some of its struggling competitors. The company, which raised €335m in capital last year, could target family-owned or private businesses.

mergermarket sector classification: Construction

42 Construction

Top 15 announced deals for year ending 31 December 2009 – European Construction sector

Announced Status Bidder company Target company Vendor company Deal value (€m) date 31-Jul-09 C Cintra Concesiones de Infrastructuras de Grupo Ferrovial SA 5,796 Transporte SA 18-Dec-09 P Companhia Siderurgica Nacional Cimpor Cimentos De Portugal SGPS SA 5,629 15-Jun-09 C Holcim Limited Cemex Australia Pty Ltd Cemex SA de CV 1,164 15-May-09 L Italcementi SpA Ciments Francais (18% stake) 496 30-Apr-09 C Raiffeisen Holding Niederoesterreich-Wien; and Strabag SE (25% stake) Basic Element 494 the Haselsteiner family 26-Jun-09 C A Silva & Silva SGPS SA; Ahorro Corporacion Cintra Aparcamientos SA (99.92% stake) Cintra Concesiones de 451 Desarrollo SGECR SA; Espirito Santo Capital SA; Infrastructuras de Transporte and Brisa-Auto Estradas de Portugal SA SA 28-Jul-09 C Grupo Brescia Lafarge Chile SA Lafarge SA 325 17-Sep-09 C Balfour Beatty Plc Parsons Brinckerhoff Inc 323 21-Jan-09 C Federal Nuclear Energy Agency of Russia Atomstroiexport (78% stake) 213 29-Dec-09 P Interconexion Electrica SA Cintra Chile Ltda (60% stake) Cintra Concesiones de 209 Infrastructuras de Transporte SA 30-Jul-09 C Grupo Dragados SA Przedsiebiorstwo Robot Inzynieryjnych 198 Pol-Aqua SA 23-Sep-09 C Corporacion Socialista Cementera Fabrica Nacional de Cementos SA (93.80% Lafarge SA 168 stake) 4-May-09 C OYAK Cement Group LaFarge Aslan Cimento (97.30% stake); Lafarge SA 163 Lafarge Beton (24.24% stake); and Lafarge Eregli (50% stake) 16-Jul-09 C Barclays Private Equity Limited; and Pragma FPEE Industries SA AGF Private Equity; 150 Capital AtriA Capital Partenaires; Euromezzanine Conseil SAS; and UI Gestion SA 1-Sep-09 P Investindustrial SpA Permasteelisa SpA 136 C= Completed; P= Pending; L= Lapsed

43 Construction

Mix of deals by geographic region Value Volume

0.7% 0.9% 2.0% 5.7% 2.7% uK10.1% & Ireland 10.7% uK & Ireland 10.1% 10.7% uK & Ireland 7.0% Germany Germany Germany 0.3% France 7.1% France 7.1% France Italy Italy 16.7% Italy 16.7% Iberia Iberia Iberia benelux benelux benelux 14.9% Nordic Nordic 14.9% Nordic Central & eastern europe Central & eastern europe Central & eastern europe 7.7% Other Other 7.7% Other

9.5% 8.9% 9.5% 8.9% 80.7% 14.3% 14.3%

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

Quarterly trends Value Volume

22,000 120

20,000 110

18,000 100 90 16,000 80 14,000 70 12,000 60 olume alue € m 10,000 V V 50 8,000 40 6,000 30

4,000 20

2,000 10

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 03 03 03 03 04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 03 03 03 03 04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09

Quarter ended Quarter ended

44 Construction

Financial advisers Financial advisers Top 20 – Ranked by value Top 20 – Ranked by volume

Y/E Y/E Company name Value No. of Y/E Y/E Company name Value No. of 2008 2009 (€m) deals 2008 2009 (€m) deals - 1 Banco Bilbao Vizcaya Argentaria 7,411 3 2 1 Deloitte 26 8 9 2 BNP Paribas 7,002 4 1 2 KPMG 23 6 51 3 Banco Espirito Santo de Investimento 6,080 3 11 3 Lazard 396 5 - 4 Bank of America Merrill Lynch 5,908 2 5 4 Global M&A 5 5 7 5 Citigroup 1,487 2 10 5 BNP Paribas 7,002 4 31 6 Royal Bank of Scotland Group 1,424 3 19 6 CALYON 1,036 4 - 7 Santander Global Banking 1,373 2 16 7 Goldman Sachs 754 4 and Markets 3 8 Ernst & Young 379 4 - 8 Morgan Stanley 1,230 2 6 9 Rothschild 325 4 3 9 UBS Investment Bank 1,220 2 - 10 Banco Bilbao Vizcaya Argentaria 7,411 3 47 10 HSBC Bank 1,164 2 14 11 Banco Espirito Santo de Investimento 6,080 3 13 11 CALYON 1,036 4 43 12 Royal Bank of Scotland Group 1,424 3 - 12 Caixa Banco de Investimento 1,012 3 - 13 Caixa Banco de Investimento 1,012 3 1 13 Goldman Sachs 754 4 12 14 JPMorgan 196 3 10 14 Lazard 396 5 78 15 Banca IMI/Intesa Sanpaolo 151 3 2 15 Ernst & Young 379 4 30 16 Lincoln International 12 3 6 16 Rothschild 325 4 - 17 Bank of America Merrill Lynch 5,908 2 - 17 Celfin Capital 325 1 9 18 Citigroup 1,487 2 - 18 Houlihan Lokey 323 2 - 19 Santander Global Banking 1,373 2 - 19 Duff & Phelps 323 1 and Markets - 20 Eurohypo 260 2 - 20 Morgan Stanley 1,230 2

Legal advisers Legal advisers Top 20 – Ranked by value Top 20 – Ranked by volume

Y/E Y/E Company name Value No. of Y/E Y/E Company name Value No. of 2008 2009 (€m) deals 2008 2009 (€m) deals 4 1 Linklaters 7,679 8 1 1 Linklaters 7,679 8 48 2 Uria Menendez 6,282 3 3 2 Allen & Overy 6,182 7 24 3 Cuatrecasas, Goncalves Pereira 6,264 3 4 3 Freshfields Bruckhaus Deringer 6,056 7 5 4 Allen & Overy 6,182 7 10 4 CMS 43 5 6 5 Freshfields Bruckhaus Deringer 6,056 7 71 5 Uria Menendez 6,282 3 117 6 Araoz & Rueda 5,931 2 22 6 Cuatrecasas, Goncalves Pereira 6,264 3 16 7 Davis Polk & Wardwell 5,796 1 - 7 d'Urso Gatti e Associati Studio Legale 632 3 27 8 Garrigues 5,693 2 - 8 Raposo Bernardo & Associados 84 3 47 9 AM Pereira, Saragga Leal, Oliveira 5,629 1 136 9= Lenz & Staehelin - 3 Martins, Judice & Associados 27 9= Mannheimer Swartling - 3 - 10= Allens Arthur Robinson 1,164 1 148 9= Roschier - 3 - 10= Gilbert + Tobin 1,164 1 117 12 Araoz & Rueda 5,931 2 - 10= Homburger 1,164 1 23 13 Garrigues 5,693 2 - 13 d'Urso Gatti e Associati Studio Legale 632 3 - 14 Chiomenti Studio Legale 632 2 - 14 Chiomenti Studio Legale 632 2 - 15 Borden Ladner Gervais 328 2 7 15 Darrois Villey Maillot Brochier 496 1 38 16 Mayer Brown 250 2 - 16= Herbst Vavrovsky Kinsky 494 1 158 17 Weil Gotshal & Manges 220 2 - 16= Pistotnik Rechtsanwaltsgesellschaft 494 1 63 18 Shearman & Sterling 162 2 68 16= Schoenherr Rechtsanwaelte 494 1 - 19 Kirkland & Ellis 112 2 - 19 Borden Ladner Gervais 328 2 - 20 SJ Berwin 84 2 - 20= Carey y Cia 325 1 - 20= Claro y Cia 325 1 - 20= Rebaza & Alcazar Abogados 325 1 Financieros

45 The Middle East & North Africa

After a sluggish 2009, M&A activity in the Middle East and North Operationally driven M&A are also likely to pick up this year, Africa (MENA) is set to increase significantly in 2010. A lack of according to Dr Dirk Buchta, Partner and Managing Director, AT liquidity in the region has meant that companies are looking to Kearney, Middle East. Commenting on a recent research report, dispose of non-core assets, both domestically and abroad, to focus he said, “Most of the industries are under heavy competitive on generating good cash flow and optimising returns from their pressure. They will seek to complement their portfolios with new most profitable assets. This is due to fuel the region’s deal activity capacities and will enter new product lines, new geographies.” He over the next 12 months. added, “Widely diversified family-owned conglomerates may want to take another look at their businesses and be more focused, During the boom times, many companies went on a spending which would drive mergers and acquisitions further.” spree internationally to expand their asset base, but it seems times have changed, as consolidating the balance sheet has During 2010, there is also likely to be continued M&A activity now become a greater priority. The now cash-stricken Dubai in the Telecom sector, as the largest players such as Etisalat Government backed investment vehicles are a case in point. After seek buys in North Africa, Iran, Iraq and South Asia, and telecom having made substantial investments in South East Asia, Europe operators such as Batelco look to sell stakes. and the US, Dubai Group, Dubai International Capital and Istithmar are all assessing their strategy in regard to which assets they This coming year could also see the strongest and most buoyant would sell and at what price. companies in MENA looking to invest in sub-Saharan Africa. For example, Egypt-based private equity firm Citadel Capital is setting Banking and Real Estate are the two sectors likely to see the most its sights on the region for future investment. M&A activity in MENA. Indeed, the region is heavily over banked and consolidation of the sector is considered long overdue. The Morocco is expected to see several major privatisations around Q2 region’s largest banking merger in early 2007 between Emirates 2010. IPO’s of national majors on the Casablanca stock exchange Bank and National Bank of Dubai was expected to be the catalyst are strongly encouraged by the government, who views them as a for further mergers, but this has not happened. Pride and national very positive sign for foreign investors. The local bourse has seen identity are reasons often cited as barriers to the much-needed relatively healthy trading over the last 12 months and local analysts industry consolidation, whether within a country such as the UAE, predict more liquidity on the Moroccan exchange. or between countries within MENA. Tunisia, while still a very small market, is looking to develop its This could change in 2010. Banks and financial services companies Banking sector and become a major financial platform hyphenating are coming under pressure to bolster weak balance sheets and African and European businesses. The two oil-rich giants of the strengthen capital adequacy ratios. The much-awaited merger Maghreb, however, are showing little signs of activity, with Libya between Islamic home finance companies, Amlak and Tamweel in slowing down the vast infrastructure projects it had initiated. the UAE, could be the first in a wave of Financial Services industry deals. Morgan Stanley topped the league tables for financial advisers, with a total value of €6bn from seven deals. Meanwhile for legal The fall in the value of real estate across MENA has also forced advisers, Shearman & Sterling had the highest value at €8.8bn, real estate companies to look for outside investors, either to buy while Allen & Overy took the top spot for volume, working on nine the company outright or to sell its portfolio. There is likely to be transactions in total. a wave of mergers between real estate companies, perhaps the first being in the UAE between Dubai Properties, Tatweer and by Lucia Dore and Hafsa Kara Sama Dubai. Emaar Properties, the region’s largest listed property developer, pulled out of the deal in the last quarter of 2009.

46 The Middle East & North Africa

Top 15 announced deals for year ending 31 December 2009 – Middle East & North Africa all sectors

Announced Status Bidder company Target company Sector Vendor company Deal value (€m) date 27-Sep-09 C Etemad Mobin Development Telecommunication Company of Iran TMT 5,309 (50% stake) 31-Mar-09 C International Petroleum Compania Espanola de Petroleos SA Energy, Mining & Banco Santander SA 2,870 Investment Company (32.50% stake) Utilities 15-Nov-09 P Hyundai Heavy Industries Co Hyundai Oilbank Co Ltd (70% stake) Energy, Mining & International Petroleum 2,547 Ltd Utilities Investment Company 11-Dec-09 P France Telecom SA Egyptian Company for Mobile TMT 2,014 Services (48.97% stake) 7-Sep-09 C Advanced Technology Chartered Semiconductor TMT Temasek Holdings Pte Ltd 1,996 Investment Company Manufacturing Ltd 22-Mar-09 C Aabar Investments PJSC Daimler AG (9.10% stake) Industrials & Chemicals 1,954 23-Feb-09 C International Petroleum NOVA Chemicals Corporation Industrials & Chemicals 1,598 Investment Company 2-Nov-09 L Emirates National Oil Company Dragon Oil Plc Energy, Mining & 1,270 Limited Utilities 18-May-09 L Mobile Telecommunications Palestinian Telecommunications TMT 1,093 Company KSC Company Plc (56.53% stake) 1-Sep-09 P FinanceCom SA; Fipar Holding; Medi Telecom SA (64.36% stake) TMT Portugal Telecom SGPS 800 and RMA Watanya SA SA; and Telefonica Moviles Espana SA 11-Nov-09 P Qatar Petroleum International Petrochemical Corporation of Industrials & Chemicals Shell Eastern Petroleum 667 Singapore Ltd (25% stake) Pte Ltd 5-Apr-09 P France Telecom SA MobiNil Telecommunications SAE TMT Orascom Telecom Holding 530 (28.75% stake) SAE 31-Dec-09 P Samcrete for Engineering Samcrete Egypt - Engineers and Construction 521 Investment Contractors (99.60% stake) 31-Mar-09 C International Petroleum Compania Espanola de Petroleos SA Energy, Mining & Union Fenosa SA 442 Investment Company (5% stake) Utilities 14-Aug-09 C Qatar Holding LLC Porsche Automobil Holding SE (5% Industrials & Chemicals 390 stake) C= Completed; P= Pending; L= Lapsed

47 The Middle East & North Africa

Mix of deals by industry sector Value Volume

4.3% 1.3% 0.3% 0.4% 1.6% 2.2% 1.1% 4.3% 1.3% Industrials & Chemicals 0.3% 0.4% 0.9% Industrials & Chemicals5.5% 1.6% 11.9% 18.7% 0.9% Industrials & Chemicals 2.5% Financial Services3.3% Financial Services 11.9% 0.3% 2.5% Financial Services Business Services Business Services 0.3% 5.5% Business Services 3.7% Consumer Consumer 3.7% Consumer Energy, Mining & Utilities Energy, Mining & Utilities 3.9% 2.2% Energy, Mining & Utilities TMT TMT 3.9% TMT Leisure Leisure Leisure T12.1%ransportation Transportation Transportation Pharma, Medical & Biotech 19.8% Pharma, Medical & Biotech Pharma, Medical & Biotech Construction Construction Construction Real Estate Real Estate Real Estate Defence Defence 9.9% Defence Agriculture Agriculture Agriculture 6.6% 68.9% 13.2% 68.9%

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

Quarterly trends Value Volume

16,000 50

14,000

40 12,000

10,000 30

8,000 olume alue € m V V 20 6,000

4,000 10

2,000

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 Q3Q4 03 03 03 03 04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 03 03 03 03 04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09

Quarter ended Quarter ended

48 The Middle East & North Africa

Financial advisers Financial advisers Top 20 – Ranked by value Top 20 – Ranked by volume

Y/E Y/E Company name Value No. of Y/E Y/E Company name Value No. of 2008 2009 (€m) deals 2008 2009 (€m) deals 6 1 Morgan Stanley 5,967 7 5 1 Morgan Stanley 5,967 7 36 2 HSBC Bank 4,477 7 13 2 HSBC Bank 4,477 7 12 3 Deutsche Bank 4,340 3 3 3 Rothschild 4,048 7 8 4 Rothschild 4,048 7 1 4 Goldman Sachs 2,818 5 2 5 Bank of America Merrill Lynch 3,671 3 8 5 Credit Suisse 2,738 5 - 6 Santander Global Banking 3,312 2 2 6 Citigroup 2,733 4 and Markets 40 7 Standard Chartered 579 4 1 7 Goldman Sachs 2,818 5 10 8 Deutsche Bank 4,340 3 3 8 Credit Suisse 2,738 5 6 9 Bank of America Merrill Lynch 3,671 3 7 9 Citigroup 2,733 4 9 10 JPMorgan 921 3 9 10 UBS Investment Bank 1,695 2 26 11 Lazard 654 3 39 11 RBC Capital Markets 1,598 1 16 12 KPMG 66 3 10 12 JPMorgan 921 3 - 13 Santander Global Banking 3,312 2 5 13 Lazard 654 3 and Markets 33 14 Standard Chartered 579 4 4 14 UBS Investment Bank 1,695 2 - 15 Banco Espirito Santo de Investimento 423 2 - 15 Banco Espirito Santo de Investimento 423 2 - 16 Cairo Capital Group 343 1 11 16 BNP Paribas 290 2 15 17 BNP Paribas 290 2 15 17 Deloitte 140 2 - 18 Linkstone Capital 275 1 - 18 Swicorp 83 2 - 19 FirstEn ergy Capital 188 1 - 19 ING 76 2 19 20 CIMB Group 178 1 71 20 Pragma Corporate Finance 50 2

The financial adviser league tables by value and volume have been run from 01/01/2009 to 31/12/2009, excluding lapsed and withdrawn deals. The tables are MENA and cover all sectors.

Legal advisers Legal advisers Top 20 – Ranked by value Top 20 – Ranked by volume

Y/E Y/E Company name Value No. of Y/E Y/E Company name Value No. of 2008 2009 (€m) deals 2008 2009 (€m) deals

2 1 Shearman & Sterling 8,793 8 1 1 Allen & Overy 2,857 9 17 2 Freshfields Bruckhaus Deringer 5,863 6 4 2 Shearman & Sterling 8,793 8 40 3 Binder Groesswang Rechtsanwaelte 3,552 3 11 3 Freshfields Bruckhaus Deringer 5,863 6 - 4 Gomez-Acebo & Pombo Abogados 3,312 2 3 4 Clifford Chance 2,791 6 3 5 Uria Menendez 2,870 1 5 5 Latham & Watkins 2,336 5 1 6 Allen & Overy 2,857 9 24 6 Gide Loyrette Nouel 1,483 5 15 7 Clifford Chance 2,791 6 9 7 Linklaters 1,368 5 55 8 WongPartnership 2,758 3 2 8 Baker & McKenzie 2,225 4 - 9 Debevoise & Plimpton 2,723 2 21 9 Dewey & LeBoeuf 427 4 - 10 Shook Lin & Bok Singapore 2,663 2 36 10 Binder Groesswang Rechtsanwaelte 3,552 3 27 11 Allen & Gledhill 2,580 2 61 11 WongPartnership 2,758 3 - 12= Bae Kim & Lee 2,547 1 23 12 Weil Gotshal & Manges 2,106 3 87 12= Shin & Kim 2,547 1 8 13 Norton Rose 1,082 3 6 14 Latham & Watkins 2,336 5 - 14 Herbert Smith/Gleiss Lutz/Stibbe 501 3 10 15 Baker & McKenzie 2,225 4 - 15 Gomez-Acebo & Pombo Abogados 3,312 2 35 16 Weil Gotshal & Manges 2,106 3 - 16 Debevoise & Plimpton 2,723 2 32 17 Skadden Arps Slate Meagher & Flom 1,954 1 - 17 Shook Lin & Bok Singapore 2,663 2 11 18 Gibson Dunn & Crutcher 1,708 2 14 18 Allen & Gledhill 2,580 2 - 19= Osler, Hoskin & Harcourt 1,598 1 13 19 Gibson Dunn & Crutcher 1,708 2 - 19= Torys 1,598 1 15 20 Simmons & Simmons 726 2 14 19= Wachtell, Lipton, Rosen & Katz 1,598 1

The legal adviser league tables by value and volume have been run from 01/01/2009 to 31/12/2009 and include lapsed and withdrawn deals. The tables are MENA and cover all sectors.

49 Contacts

BBVA Wholesale Banking & Asset Management Corporate & Investment Banking

CORPORATE FINANCE, EMEA GLOBAL CLIENTS, EMEA GLOBAL CLIENTS, EMEA Mario Pardo Bayona ENERGY INDUSTRY BANKER COUNTRY MANAGER, UNITED Vía de los Poblados S/N Javier Rodríguez Soler KINGDOM 28033 – Madrid Vía de los Poblados S/N Philip Paddack Spain 28033 – Madrid 108 Cannon Street + 34 91 537 70 84 Spain EC4N 6EU – London [email protected] +34 91 537 68 01 United Kingdom [email protected] + 44 798 068 09 40 [email protected] EQUITY CAPITAL MARKETS, EMEA Isabel Bermejo GLOBAL CLIENTS, EMEA Vía de los Poblados S/N CONSTRUCTION & INFRAESTRUCTURE GLOBAL CLIENTS, EMEA 28033 – Madrid INDUSTRY BANKER COUNTRY MANAGER, GERMANY Spain José García Casteleiro Franciscus Höefnagels +34 91 374 78 44 Vía de los Poblados S/N Neue Mainzer Strasse 28 [email protected] 28033 – Madrid D-60311 Innestadt – Frankfurt Spain Germany +34 91 374 34 59 +49 692 222 82 226 DEBT CAPITAL MARKETS, EMEA [email protected] [email protected] Anselmo Andrade Vía de los Poblados S/N 28033 – Madrid GLOBAL CLIENTS, EMEA GLOBAL CLIENTS, EMEA Spain TMTs INDUSTRY BANKER COUNTRY MANAGER, ITALY +34 91 537 85 56 Juan López Carretero Marco Malavasi [email protected] Vía de los Poblados S/N Via Cino del Duca 8 28033 – Madrid 20122 – Milan Spain Italy STRUCTURED FINANCE, EMEA +34 91 537 53 90 + 39 02 76 29 63 89 Luis Bach [email protected] [email protected] Vía de los Poblados S/N 28033 – Madrid Spain GLOBAL CLIENTS, EMEA +34 91 374 39 51 COUNTRY MANAGER, FRANCE Vicent Guardiola [email protected] Avenue de L’opera 29 75017 – Paris France +33 144 86 83 69 [email protected]

50 51 About Merrill Corporation

Founded in 1968 and headquartered in St. Paul, Minnesota, Merrill Corporation is a leading provider of outsourced solutions for complex business communication and information management. Merrill’s services include document and data management, litigation support, language translation services, fulfilment, imaging and printing. Merrill serves the corporate, legal, financial services, insurance and real estate markets. With more than 5,000 people in over 70 US and 15 locations outside the US, Merrill empowers the communications of the world’s leading organisations.

Merrill Transaction and Compliance Services About Merrill DataSite Through a broad range of tools and services, Merrill Corporation Revolutionising the due diligence process streamlines document composition, filing, printing, distribution Merrill DataSite is designed for rapid deployment and can be up and electronic access to the transaction and regulatory and running within two hours of a client’s need. Our team can compliance activities of its clients engaged in securities offerings, scan, upload and organise thousands of pages of content from reorganisations, mergers and acquisitions and regulatory filings. As any source in 24 hours or less. Every aspect of the process, from a registered, third-party service provider offering public companies document scanning to VDR hosting and project management is expert filing services, Merrill professionals can compose, edit, delivered by Merrill’s multilingual team, available around the clock electronically file, manage and distribute data in printed or worldwide. electronic format. With Merrill DataSite, all documents are captured and indexed in Merrill DataSite™ is a comprehensive virtual data room solution an online database and because all rights are designated by the that accelerates the due diligence process by providing a secure, client, security and control are guaranteed. Each user’s ability to online document repository for confidential, timesensitive view, print or access source documents is set up by the client documents. Merrill DataSite overcomes the many limitations of a administrator and can be changed at any time. Merrill DataSite traditional paper data room by enabling companies to maintain and provides useful tools including full search, viewer audit capability, share critical business information in a secure, online environment, Q&A and detailed user activity tracking that help clients maintain streamlining all stages of the document and communications tighter control and have greater insight into reviewer behaviour. process. Accessible via the Internet, Merrill DataSite dramatically reduces transaction time and expense by allowing multiple Merrill DataSite enhances transactions prospective buyers to participate concurrently in the due diligence Merrill DataSite is the industry’s acknowledged leader. More than process. 9,000 different private and public companies across the globe leverage Merrill DataSite to increase the value of the following Merrill’s Legal Solutions provide both on-demand and on-site types of transactions: litigation support, information management and electronic and print document management services for law firms, corporate Mergers, acquisitions and divestitures; legal departments and professional services firms. Examples of Private placement transactions; our expertise include the creation of searchable litigation document Leveraged buyout transactions; repositories, management of electronic data disclosure and the Bankruptcy and reorganisation transactions; delivery of real-time court reporting videography services. Financial restructuring transactions; Merrill’s Marketing and Communication Solutions supply brand Initial public offerings and dual-track processes; identity management, customer communication and packaged Asset purchases and liquidations; direct marketing programs for sales professionals in industries Post-merger integration. such as real estate, mutual funds and insurance. Examples of our services include customisable corporate identity materials, direct- mail marketing pieces and promotional programs supported by web-based technologies.

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52 About Merrill DataSite Please visit our website: www.datasite.com

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53 Contacts

Merrill DataSite (Division of Merrill Corporation) Contacts Tel: +44 20 7422 6100 (Europe) 1.888.867.0309 (US)

Executive Management Executive Sales Ed Bifulk Chris Beckmann Anna Scott Kelly Jackowski President Regional Director, Europe Regional Director, Europe Regional Director, Chicago Tel: +1 212 229 6563 Tel: +49 69 7593 7149 Tel: +44 20 7422 6100 Tel: +1 312 674 6508 Paul Hartzell Senior Vice President Will Brown John McElrone Paul Kleinkauf Tel: +1 212 367 5950 Regional Director, Europe Regional Director, New York Regional Director, Southeast Tel: +44 20 7422 6100 Tel: +1 212 229 6656 Tel: +1 404 602 3251

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54 I need to schedule due diligence for 700 people representing 11 companies and 5 countries Where do I start?

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datasite.com 55 The following notes pertain to data contained in this publication: • Deals are included where the deal value is greater than or equal to €5m. • Where no deal value has been disclosed, deals are included if the turnover of the target is greater than or equal to €10m. • Transactions excluded include property transactions and restructurings where the ultimate shareholders’ interests are not changed. • Deals are included in the graphs for each section if the target is a European company. • The list of Top Deals and the data underlying the League Tables are based on deals where the bidder, target or parent of either is a European company.

Any queries regarding this publication or the data within it should be directed to:

Elias Latsis Head of Research Tel: +44 (0)20 4059 6190 [email protected]

Erik Wickman Publisher, Remark Tel: +1 212 686 3329 [email protected]

Jeanne Gautron Publisher, Remark Tel: +44 (0)20 7059 6262 [email protected]

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