Full-year edition DEAL DRIVERS EMEA The comprehensive review of mergers and acquisitions in the EMEA region 2013

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www.datasite.com 03 Drive your deal with Merrill DataSite. contents

Foreword 04 Energy, Mining & Utilities 22 Construction 42 EMEA Heat Chart 05 Consumer 26 The Middle East & North Africa 46 All Sectors 06 Telecoms, Media & Technology 30 About Merrill Corporation 50 and Merrill DataSite Financial Services 14 Transportation 34 Merrill Corporation Contacts 52 Industrials & Chemicals 18 Pharma, Medical & Biotech 38

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Cross border M&A is an essential growth strategy, with more and more companies expanding their geographic scope and presence through cross border acquisition. about Mergermarket But the successful close of an international deal is dependent on expertise. Merrill DataSite bring decades of experience to your transaction with our award winning technology and service that operates 24/7/365. Stakeholders all around the world can upload and Mergermarket is an unparalleled mergers together with daily aggregated content, process. Mergermarket is not interested in access deal information in real time, on an easy-to-use platform, available in nine and acquisitions intelligence tool. In on its Mergermarket.com platform and by news, by then the opportunity has usually different languages. Our multilingual customer support team work around the clock, any market, the life blood of advisers is real-time email alerts to its subscribers. passed. Mergermarket focuses on revenue speak 27 languages, and are there when you need them no matter where you are. deal flow. Mergermarket is unique in the generating intelligence and proves daily that provision of origination intelligence to the This wealth of intelligence, together with it is one of the most useful and powerful investment banking, legal, private equity, a series of deal databases, individual and tools for the M&A market. Choose Merrill DataSite - the smart, simple, secure global partner in your cross border deal. acquisition finance, public relations and house league tables, profiles and editorial, corporate markets. has proven time and time again that To find out more, or to arrange a demonstration of our VDR solution, this product can, and does, provide real call +44 (0)845 602 6916, email [email protected], or visit www.datasite.com today. With an unrivalled network of journalists revenues for Mergermarket’s clients. This is and analysts covering M&A in Europe and apparent when you see that Mergermarket North America, Mergermarket generates is used by over 400 of the world’s foremost proprietary intelligence and delivers it, advisory firms to assist in their origination

www.datasite.com DEAL DRIVERS – EMEA 04

foreword

Welcome to the full-year 2013 edition In terms of sectors, TMT drove many of of Deal Drivers EMEA, published by the year’s largest deals. Financial Services Mergermarket in association with Merrill and Energy, Mining & Utilities saw their DataSite. This report provides an extensive influence wane, while the Consumer and review of M&A activity across Europe, the Pharma, Medical & Biotech sectors Middle East and North Africa, offering a gained momentum. detailed analysis of specific sectors and regions, and identifying emerging trends In the MENA region the market is also in dealmaking for the upcoming year. showing signs of renewed dynamism. Dealmaking in 2013 registered an 11% With global economic conditions improving increase in volumes on the previous year and the future of the Eurozone now looking to hit its highest level since 2007. The more assured, the climate for M&A in outlook in the MENA now looks the the European region is perhaps now the strongest that it has been for the past strongest it has been since the onset of two years, partly on the back of a more the financial crisis. This is reflected in optimistic outlook for the global economy. M&A activity, with the second half of 2013 This is despite continued political recording the highest volume of deals instability, which has put downwards since the first half of 2008. pressure on M&A activity since the Arab Spring of 2011. Activity was bolstered by a pickup in dealmaking across most European The following pages provide a detailed countries, with the UK & Ireland and the review of EMEA region M&A during 2013, Germanic countries driving the increase. drawing from extensive geography and But there were signs of life elsewhere, sector-based data, and from the expertise particularly in Southern European states. of Mergermarket journalists. We hope you Here there is growing momentum amid find this full-year edition of Deal Drivers recognition that depressed valuations EMEA useful and informative and, as mean that there are bargains to be had. always, we welcome your feedback.

This uptick in dealmaking was also reflected in the number of private equity exits, with volumes during 2013 up by a substantial 18% year-on-year (YoY). 2013 also registered the highest number of European exits since 2007. This was partly thanks to renewed appetite for IPOs as well as the continued trend for secondary buyouts, which has been key to supporting activity in the private equity space over the past three years.

DEAL DRIVERS – EMEA 05

EMEA Heat chart

The latest EMEA Mergermarket Heat Chart, which tracks undergoing a round of consolidation across multiple sectors “companies for sale” stories from August 2013 to January 2014, and has also been targeted for investment by Russian acquirers. suggests that dealmaking activity during the first half of 2014 is likely to maintain the strong momentum seen during the second The UK & Ireland has displaced the Germanic region in second half of 2013. position, thanks partly to a spike in potential deals in the TMT sector. The UK has traditionally had a very strong media sector This latest analysis suggests that Central & Eastern Europe and this is now being complemented by a rising number of (CEE) is set to be the hottest region for M&A activity, followed successful technology companies that are consolidating and by the UK & Ireland and then the Germanic region. In terms of also attracting the attention of US acquirers. sectors, the Consumer space looks set to register the highest number of deals, having leapfrogged both the Industrials & The Germanic region, meanwhile, looks set to maintain a strong Chemicals and TMT sectors over the past six months. deal flow within its huge Industrials & Chemicals sector, and is also bolstered by a high number of potential deals in the Consumer In the CEE, dealmaking is being supported by rapid consolidation sector. The Consumer sector also dominates in fourth-placed Italy, in the Industrials & Chemicals space, as well as attractive where dealflow is being bolstered by stress-driven consolidation opportunities across the Consumer, TMT and Energy, Mining & and by high global demand for Italy’s bevy of luxury brands. Utilities sectors. This activity is being driven by Poland, where resilient economic growth has made the market attractive to corporates across Europe, and by Ukraine, which is currently

CEE UK & Germanic Italy Russia Nordic Middle Benelux SEE France Iberia Total (excl. Ireland East & Russia) North Africa

Consumer 74 58 80 107 51 49 25 35 47 46 26 598

Industrials & Chemicals 89 61 88 89 45 44 27 26 25 38 15 547

TMT 76 95 67 33 38 37 46 47 7 45 16 507

Energy, Mining & Utilities 73 67 30 38 39 42 31 27 22 11 9 389

Financial Services 56 62 42 30 32 16 34 21 28 11 7 339

Business Services 38 72 40 21 24 16 16 21 5 26 24 303

Pharma, Medical & Biotech 30 28 46 13 5 41 30 15 8 13 8 237

Leisure 29 48 20 13 10 6 7 12 54 9 9 217

Transportation 31 7 14 12 19 24 4 15 12 4 9 151

Construction 27 8 28 4 20 19 8 6 5 8 14 147

Real Estate 24 6 11 6 12 5 19 13 5 5 5 111

Agriculture 30 1 1 20 3 3 2 4 1 65

Defence 4 3 1 1 4 1 4 18

Other 7 1 1 2 1 12

Government 2 1 2 2 1 8

Total 583 523 467 367 317 303 257 240 227 222 143 3649

Hot Warm Cold Note: The Intelligence Heat Chart is based on “companies for sale” tracked by Mergermarket in the EMEA region 70 40 10 between 01/08/2013 and 31/01/2014. Opportunities are captured according to the dominant geography and sector 60 30 5 of the potential target company.

50 20 0

Note: Mergermarket’s Heat Chart of predicted deal flow is based on the intelligence collected in our database relating to companies rumoured to be up for sale, or officially up for sale in the EMEA region. It is therefore indicative of areas that are likely to be active in the months to come. The intelligence comes from a range of sources, including press reports, company statements and our own team of journalists gathering proprietary intelligence from M&A practitioners across the region. The data does not differentiate between small and large transactions, nor between deals that could happen in the short or long-term.

DEAL DRIVERS – EMEA 06 All sectors

All sectors

A sizeable spike in dealmaking in the final This was the largest deal of the year with a This can be taken as a positive indicator that quarter of 2012 led to a lull in activity European target and, with the deal involving PE firms that had struggled to find buyers during the first quarter of 2013, as M&A the issuance of €2.7bn worth of junk bonds, for investments made during the height of pipelines were restocked. This weak also sets the scene for a comeback in large the crisis have been buoyed by a surge in first quarter had a detrimental impact on deals financed by debt. global equity prices and are now able to exit figures for 2013 as a whole, with the value assets that had previously been hard to shift. of dealmaking down by 14% YoY. This drop Energy, Mining & Utilities deals accounted Exit activity was also bolstered by a rise in in deal value also reflects a reduction in for the second largest proportion of the number of IPO exits, which included high the size of the largest transactions, with dealmaking by value at 19.4%, but slipped profile deals such as Merlin Entertainment’s deals with a target valued at more than sharply from a 30.8% share in 2012. Here €1.14bn listing in November, and CVC’s €5bn generating M&A worth €94.6bn, dealmaking in the mining sub-sector was listing of a stake in Belgian postal service compared to €161.8bn in 2012. hit by a sharp decline in commodity prices, bpost. This increase in the number of private while transactions in the utilities space equity backed listings helped the overall Despite a drop in value, the number of were impacted by an uncertain regulatory number of IPOs in Europe reach 142 with deals during 2013 came in 4% higher than landscape and ailing power prices. a value of €22.2bn in 2013 (up from 105 2012. From the second quarter onward, transactions worth €14.6bn in 2012). dealmaking proved robust in terms of Financial services was the third busiest volumes, with quarterly figures near to sector by value. Dealmaking in this space While the 2013 figures provide a mixed their post-crisis highs. This bodes well was supported by government rescue picture of M&A activity during 2014, for dealmaking in 2014 with a continued packages, as six of the top eight biggest there are plenty of positives to take improvement in the economic backdrop deals were government-led buyouts. An away, including a surge in the volume of potentially meaning that the smaller, bolt-on ongoing round of retrenchment means dealmaking in the final nine months of deals that characterised the past 12 months the outlook for the banking sector looks the year and renewed life in the region’s will be joined by an increased number of generally muted but the insurance IPO markets. Both of these factors set the large, transformative transactions. sector looks potentially set for a surge stage for an increase in activity in 2014 in transactions. Over the past two years, and, if joined by a comeback in the number The high number of transformative deals insurance companies have adopted of large, transformational deals, would seen in TMT may set the precedent in this a cautious approach, as a result of suggest that the M&A landscape really has regard, with the sector dominating the forthcoming regulations such as Solvency turned a corner. list of Europe’s largest deals during 2013. II. However, the sector is ripe for further TMT has proven to be resilient during the consolidation and, with the regulatory by James Hemsley protracted economic downturn, with key environment now more settled, acquisitions advances in the areas of mobile technology look likely to move back up the agenda for and communications allowing the sector to growth-starved European insurers. shrug off the weak operating environment and continue to deliver growth at a time In the private equity space, buyouts fell when many other industries have struggled. slightly YoY by both value and volume. This has meant that companies are willing to Secondary buyouts were important for undertake large, transformative deals when maintaining momentum, with exits to executives in many other industries choose another private equity sponsor accounting to wait and see how the market develops. for 27% of all buyout volumes and 45% of value, up from 21% and 32% respectively in Large TMT deals during 2013 include 2012. Major acquisitions of this type include Vodafone’s sales of its 45% stake in BC Partners’ €3.3bn deal for Springer US-based Verizon for €94bn in June – Science + Business Media Deutschland a transaction that was swiftly followed from EQT Partners and CVC’s €1.13bn by Vodafone’s own €7.7bn acquisition of acquisition of Italy’s Cerved Group from Kabel Deutschland. Meanwhile, 02 owner Bain Capital and Clessidra. Telefonica Deutschland made an €8.1bn bid for KPN’s German mobile division E-Plus The picture for exits during 2013 was for €8.1bn, with regulatory approval still mixed, with volumes up by a hefty 18% pending. Earlier in the year, a move towards compared to 2012, but value down by 16% quad-play communications and international over the same period. The sizeable rise in consolidation drove US-based Liberty Global volumes meant that 2013 saw the highest to acquire the UK’s Virgin Media for €18.5bn. number of European exits since 2007.

DEAL DRIVERS – EMEA - ALL SECTORS 07 all sectors Top 20 announced deals for year ending 31 DECEMBER 2013 (any european involvement)

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

02-Sep-13 P Verizon Communications Inc Verizon Wireless Inc (45% stake) TMT Vodafone Group Plc 94,065

16-Dec-13 P AerCap Holdings NV International Lease Finance Corporation Financial Services American International 19,226 Group Inc

06-Feb-13 C Liberty Global Inc Virgin Media Inc TMT 18,485

09-Aug-13 L America Movil SAB de CV Koninklijke KPN NV (70.23% stake) TMT 17,001

28-Jul-13 P Publicis Groupe SA Omnicom Group Inc TMT 14,587

08-Apr-13 C Russian Grids OAO Federal Grid Company of Unified Energy Energy, Mining & Utilities The Federal Agency for 11,050 System OAO (79.64% stake) State Property Management

21-Jun-13 C Hellenic Financial Stability Fund National Bank of Greece SA (84.4% stake) Financial Services 8,677

24-Jun-13 C Vodafone Group Plc Kabel Deutschland Holding AG TMT 8,634 (76.57% stake)

23-Jul-13 P Telefonica Deutschland Holding AG E-Plus Mobilfunk GmbH & Co KG TMT Koninklijke KPN NV 8,550

24-Jun-13 C Eurasian Resources Group BV Eurasian Natural Resources Corporation Plc Energy, Mining & Utilities Kazakhmys Plc 7,772

28-Jun-13 C Hellenic Financial Stability Fund Piraeus Bank SA (81.01% stake) Financial Services 6,985

12-Apr-13 C Joh A Benckiser SE DE Master Blenders 1753 NV (84.95% stake) Consumer 6,575

20-May-13 C Actavis Inc Warner Chilcott Plc Pharma, Medical & Biotech 6,546

25-Jul-13 C Activision Blizzard Inc; and Leonard Activision Blizzard Inc (53.75% stake) TMT Vivendi SA 6,175 Green & Partners LP

18-Apr-13 L Royalty Pharma Elan Corporation Plc Pharma, Medical & Biotech 5,984

30-Apr-13 C Hellenic Financial Stability Fund Eurobank Ergasias SA (98.57% stake) Financial Services 5,839

24-Oct-13 L McKesson Corporation Celesio AG Pharma, Medical & Biotech Franz Haniel & Cie GmbH 5,598

02-Sep-13 P Microsoft Corporation Nokia Oyj (Devices and Services Business) TMT Nokia Oyj 5,440

26-Feb-13 C Royal Dutch Shell Plc Repsol SA (LNG Assets) Energy, Mining & Utilities Repsol SA 5,133

31-Mar-13 L Altimo Orascom Telecom Holding SAE TMT VimpelCom Ltd 4,982

C= Completed; P= Pending; L= Lapsed

DEAL DRIVERS – EMEA - ALL SECTORS 08

All sectors European M&A SpLit by Deal Size

value volume

28 1,200 7,000 60 6,500 266 1,100 263 6,000 21 12 11 35 1,000 13 34 150 32 36 143 5,500 180 174 900 435.0 9 167 158 163 5,000 152 156 33 800 3,282 130 4,500 1,768 8 1,954 1,712 700 4,000 2,507 80 22 1,852 600 184.6 3,500 86 263.9 Volume 3,000 500 88.9 1,473

Value (€bn) Value 161.8 109.8 94.6 2,500 400 248.0 98.6 113.1 105.7 98.5 2,000 101.4 3,466 300 87.6 3,183 3,301 139.8 160.6 1,500 2,849 66.5 146.4 141.1 2,714 2,713 200 93.4 140.1 2,100 62.1 80.1 1,000 45.0 59.5 52.7 58.5 100 152.3 30.8 500 116.1 67.7 85.2 96.6 89.6 86.9 0 0 2007 2008 2009 2010 2011 2012 2013 2007 2008 2009 2010 2011 2012 2013

>€5,001m €501m - €2,000m €5m - €250m >€5,001m €501m - €2,000m €5m - €250m €2,001m - €5,000m €251m - €500mm €2,001m - €5,000m €251m - €500mm 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

200,000 800 Volume Value (€m) Value 150,000 600

100,000 400

50,000 200

0 0 Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4 Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4 07 07 07 07 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 12 12 13 13 13 13 07 07 07 07 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 12 12 13 13 13 13 Quarter ended Quarter ended

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

DEAL DRIVERS – EMEA - ALL SECTORS 09 all sectors European Buyouts European exits

100,000 400 50,000 260 240 90,000 45,000 350 220 80,000 40,000 300 200 70,000 35,000 180 250 60,000 Volume 30,000 160 Volume 140 50,000 200 25,000 120

Value (€m) Value 40,000 (€m) Value 20,000 150 100 30,000 15,000 80 100 60 20,000 10,000 40 50 10,000 5,000 20 0 0 0 0 Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4 Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4 07 07 07 07 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 12 12 13 13 13 13 07 07 07 07 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 12 12 13 13 13 13 Quarter ended Quarter ended

Value Volume

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

transatlantic deals value volume

100,000 250

90,000 225

80,000 200

70,000 175

60,000 150

50,000 125 Volume

Value (€m) Value 40,000 100

30,000 75

20,000 50

10,000 25

0 0 Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4 Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4 07 07 07 07 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 12 12 13 13 13 13 07 07 07 07 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 12 12 13 13 13 13 Quarter ended Quarter ended

Total North North American European bidder American/ bidder acquiring a acquiring a North European deals European target American target Based on dominant location of target and bidder and excludes all buyouts.

DEAL DRIVERS – EMEA - ALL SECTORS 10

All sectors Mix of deals by geographic region

value volume

8.7% 3.6% 11.8% UK & Ireland 22.6% 21.5% Germanic

France 19.3% Italy 13.6% Iberia

Benelux 15.6% 17.6% 8.7% Nordic 8.3% Central & Eastern Europe 7.6% 6.3% 6.1% Other 5.4% 5.8% 5.7% 11.9%

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

mix of deals by industry sector

value volume 0.4% 0.2% 2.5% 0.5% 1.6% 1.3% Industrials & Chemicals 3.7% 11.6% 4.0% 21.4% 6.8% 6.3% Financial Services Business Services 3.7% 3.9% 2.2% 15.1% Consumer 4.2% Energy, Mining & Utilities 8.0% TMT 4.0% 14.5% 20.6% Leisure

Transportation 9.5% 12.2%

Pharma, Medical & Biotech 7.5% Construction 19.4% 14.9% Real Estate Defence 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.

DEAL DRIVERS – EMEA - ALL SECTORS 11 all sectors financial advisers top 20 – ranked by value top 20 – ranked by volume

2012 2013 Company Name Value Number 2012 2013 Company Name Value Number (€m) of Deals (€m) of Deals 1 1 Goldman Sachs 279,121 142 1 1 PwC 19,933 239 6 2 JPMorgan 242,688 102 3 2 KPMG 19,946 200 2 3 Morgan Stanley 240,468 106 5 3 EY 26,646 179 7 4 Bank of America Merrill Lynch 203,394 82 4 4 Deloitte 9,182 164 3 5 Barclays 181,639 89 2 5 Rothschild 80,222 158 11 6 UBS Investment Bank 167,860 71 6 6 Goldman Sachs 279,121 142 5 7 Citi 104,659 84 8 7 Lazard 65,132 108 163 8 Guggenheim Partners 96,790 3 7 8 Morgan Stanley 240,468 106 - 9 Paul J. Taubman 96,718 2 10 9 JPMorgan 242,688 102 8 10 Rothschild 80,222 158 11 10 Barclays 181,639 89 4 11 Deutsche Bank 78,592 65 18 11 BNP Paribas 78,304 89 12 12 BNP Paribas 78,304 89 17 12 BDO 2,525 87 10 13 Lazard 65,132 108 15 13 Citi 104,659 84 9 14 Credit Suisse 61,063 71 14 14 Bank of America Merrill Lynch 203,394 82 45 15 Moelis & Company 49,899 24 16 15 M&A International 3,084 79 14 16 VTB Capital 34,179 17 13 16 UBS Investment Bank 167,860 71 18 17 HSBC 32,415 39 12 17 Credit Suisse 61,063 71 29 18 Credit Agricole 28,338 38 9 18 Deutsche Bank 78,592 65 17 19 Societe Generale 28,197 60 20 19 DC Advisory 3,196 62 38 20 EY 26,646 179 19 20 Societe Generale 28,197 60

The financial adviser league tables by value and volume have been run from 01/01/2013 to 31/12/2013, excluding lapsed and withdrawn deals. The tables are pan-European and cover all sectors. legal advisers top 20 – ranked by value top 20 – ranked by volume

2012 2013 Company Name Value Number 2012 2013 Company Name Value Number (€m) of Deals (€m) of Deals 30 1 De Brauw Blackstone Westbroek 162,198 58 2 1 DLA Piper 11,707 234 26 2 Davis Polk & Wardwell 143,348 47 3 2 Freshfields Bruckhaus Deringer 121,435 203 25 3 Jones Day 134,207 96 1 3 Linklaters 93,574 198 17 4 Simpson Thacher & Bartlett 133,051 44 6 4 CMS 19,328 181 14 5 Slaughter and May 130,556 51 4 5 Allen & Overy 75,409 176 1 6 Freshfields Bruckhaus Deringer 121,435 203 5 6 Clifford Chance 77,598 171 79 7 Debevoise & Plimpton 119,570 22 7 7 Baker & McKenzie 34,371 155 16 8 Wachtell, Lipton, Rosen & Katz 119,549 7 8 8 White & Case 49,388 128 6 9 Weil Gotshal & Manges 111,888 95 12 9 Latham & Watkins 72,439 111 169 10 Macfarlanes 101,127 33 11 10 Hogan Lovells International 32,624 103 2 11 Linklaters 93,574 198 13 11 King & Wood Mallesons 13,409 102 3 12 Clifford Chance 77,598 171 9 12 Jones Day 134,207 96 8 13 Allen & Overy 75,409 176 21 13 Weil Gotshal & Manges 111,888 95 12 14 Latham & Watkins 72,439 111 10 14 Eversheds 3,218 87 4 15 Cleary Gottlieb Steen & Hamilton 53,616 50 30 15 Kirkland & Ellis 31,496 78 9 16 Cravath, Swaine & Moore 51,245 15 24 16 Herbert Smith Freehills 27,188 72 5 17 Skadden Arps Slate Meagher & Flom 50,720 56 14 17 Ashurst 21,322 71 7 18 White & Case 49,388 128 15 18 Norton Rose Fulbright 7,521 71 88 19 NautaDutilh 43,868 43 17 19 Loyens & Loeff 27,365 70 19 20 Shearman & Sterling 41,928 52 20 20 Pinsent Masons 2,670 63

The legal adviser league tables by value and volume have been run from 01/01/2013 to 31/12/2013 and include lapsed and withdrawn deals. The tables are pan-European and cover all sectors.

DEAL DRIVERS – EMEA - ALL SECTORS 12

all sectors Financial advisers – mid-market (€10M – €250M)

top 20 – ranked by value top 20 – ranked by volume

2012 2013 Company Name Value Number 2012 2013 Company Name Value Number (€m) of Deals (€m) of Deals 1 1 Rothschild 6,978 62 1 1 PwC 5,086 69 2 2 PwC 5,086 69 3 2 Rothschild 6,978 62 3 3 KPMG 4,692 62 2 3 KPMG 4,692 62 4 4 Lazard 4,004 31 4 4 EY 3,950 55 8 5 EY 3,950 55 5 5 Deloitte 2,848 52 11 6 Goldman Sachs 3,895 28 6 6 Lazard 4,004 31 15 7 Citi 3,602 26 14 7 Goldman Sachs 3,895 28 32 8 DC Advisory 2,909 27 37 8 DC Advisory 2,909 27 10 9 Deloitte 2,848 52 13 9 Canaccord Genuity 2,385 27 14 10 Barclays 2,844 22 20 10 Citi 3,602 26 12 11 Societe Generale 2,750 23 18 11 UniCredit Group 2,343 26 17 12 BNP Paribas 2,745 25 17 12 BNP Paribas 2,745 25 7 13 Morgan Stanley 2,445 18 15 13 Societe Generale 2,750 23 26 14 Canaccord Genuity 2,385 27 21 14 Bank of America Merrill Lynch 2,077 23 5 15 JPMorgan 2,349 19 19 15 Barclays 2,844 22 20 16 UniCredit Group 2,343 26 9 16 JPMorgan 2,349 19 19 17 Bank of America Merrill Lynch 2,077 23 7 17 Morgan Stanley 2,445 18 28 18 SEB 1,931 17 11 18 Jefferies 1,848 18 47 19 Banca IMI/Intesa Sanpaolo 1,884 14 24 19 SEB 1,931 17 18 20 Nomura Holdings 1,854 11 29 20 BDO 670 17

The financial adviser mid-market league tables by value and volume have been run from 01/01/2013 to 31/12/2013, excluding lapsed and withdrawn deals. The tables are pan-European and cover all sectors.

legal advisers – mid-market (€10M – €250M)

top 20 – ranked by value top 20 – ranked by volume

2012 2013 Company Name Value Number 2012 2013 Company Name Value Number (€m) of Deals (€m) of Deals 2 1 Linklaters 6,431 65 2 1 DLA Piper 4,045 70 1 2 Freshfields Bruckhaus Deringer 6,037 58 1 2 Linklaters 6,431 65 3 3 Clifford Chance 4,820 57 3 3 Freshfields Bruckhaus Deringer 6,037 58 4 4 Allen & Overy 4,749 51 6 4 Clifford Chance 4,820 57 5 5 DLA Piper 4,045 70 4 5 Allen & Overy 4,749 51 13 6 Latham & Watkins 3,696 39 7 6 Baker & McKenzie 3,544 49 9 7 Baker & McKenzie 3,544 49 5 7 CMS 2,774 43 7 8 White & Case 3,174 35 16 8 Latham & Watkins 3,696 39 8 9 Norton Rose Fulbright 3,051 34 15 9 Hogan Lovells International 3,013 36 19 10 Hogan Lovells International 3,013 36 8 10 White & Case 3,174 35 15 11 King & Wood Mallesons 2,947 31 10 11 Norton Rose Fulbright 3,051 34 27 12 Herbert Smith Freehills 2,792 29 11 12 Eversheds 2,191 33 6 13 CMS 2,774 43 13 13 King & Wood Mallesons 2,947 31 34 14 Eversheds 2,191 33 12 14 Ashurst 1,988 30 14 15 Weil Gotshal & Manges 2,187 24 21 15 Herbert Smith Freehills 2,792 29 12 16 Jones Day 2,064 24 18 16 Travers Smith 2,001 26 45 17 Davis Polk & Wardwell 2,045 15 22 17 Weil Gotshal & Manges 2,187 24 20 18 Travers Smith 2,001 26 9 18 Jones Day 2,064 24 10 19 Ashurst 1,988 30 19 19 Uria Menendez 1,852 23 17 20 Uria Menendez 1,852 23 14 20 Pinsent Masons 1,393 23

The legal adviser mid-market league tables by value and volume have been run from 01/01/2013 to 31/12/2013 and include lapsed and withdrawn deals. The tables are pan-European and cover all sectors.

DEAL DRIVERS – EMEA - ALL SECTORS 13 all sectors PR advisers top 20 – ranked by value top 20 – ranked by volume

2012 2013 Company Name Value Number 2012 2013 Company Name Value Number (€m) of Deals (€m) of Deals 2 1 RLM Finsbury 137,091 108 1 1 FTI Consulting 76,037 156 88 2 Tavistock Communications 123,321 13 2 2 Brunswick Group 52,834 119 15 3 Maitland (AMO) 121,612 76 4 3 RLM Finsbury 137,091 108 19 4 Abernathy MacGregor Group (AMO) 114,441 31 6 4 Maitland (AMO) 121,612 76 12 5 Joele Frank Wilkinson Brimmer Katcher 105,896 15 5 5 College Hill 26,523 71 4 6 FTI Consulting 76,037 156 3 6 Citigate 12,861 68 1 7 Brunswick Group 52,834 119 7 7 Barabino & Partners 5,097 42 6 8 Hering Schuppener Consulting (AMO) 41,165 30 22 8 Image Sept 4,654 40 10 9 Kekst (Publicis/MSLGROUP) 30,730 24 21 9 Tulchan Communications 3,820 33 5 10 Powerscourt 28,507 17 18 10 Abernathy MacGregor Group (AMO) 114,441 31 31 11 College Hill 26,523 71 8 11 MHP Communications 2,495 31 7 12 Sard Verbinnen & Co 25,841 27 11 12 Hering Schuppener Consulting (AMO) 41,165 30 22 13 M:Communications 20,411 12 10 13 Pelham Bell Pottinger 10,105 30 16 14 Hill+Knowlton Strategies 19,071 17 26 14 CityPress PR 969 28 17 15 CNC AG (Publicis/MSLGROUP) 16,248 12 16 15 Sard Verbinnen & Co 25,841 27 109 16 Ketchum Inc/ Ketchum Pleon 15,346 10 31 16 Greenbrook Communications 8,354 25 18 17 Havas Worldwide Paris (AMO) 14,846 24 34 17 Buchanan Communications 1,560 25 8 18 StockWell Communications 13,214 6 12 18 Kekst (Publicis/MSLGROUP) 30,730 24 13 19 Citigate 12,861 68 15 19 Havas Worldwide Paris (AMO) 14,846 24 21 20 Capital MSL (Publicis/MSLGROUP) 12,491 19 19 20 Community Group 9,632 24

The PR adviser league tables by value and volume have been run from 01/01/2013 to 31/12/2013 and exclude lapsed and withdrawn deals. The tables are pan-European and cover all sectors.

PR advisers – mid-Market (€10M – €250M) top 20 – ranked by value top 20 – ranked by volume

2012 2013 Company Name Value Number 2012 2013 Company Name Value Number (€m) of Deals (€m) of Deals 1 1 FTI Consulting 4,878 62 1 1 FTI Consulting 4,878 62 4 2 RLM Finsbury 4,477 48 5 2 RLM Finsbury 4,477 48 2 3 Brunswick Group 3,970 47 2 3 Brunswick Group 3,970 47 5 4 College Hill 2,481 34 3 4 College Hill 2,481 34 6 5 Maitland (AMO) 2,415 31 7 5 Maitland (AMO) 2,415 31 3 6 Citigate 2,105 26 4 6 Citigate 2,105 26 8 7 MHP Communications 1,342 20 6 7 MHP Communications 1,342 20 23 8 Community Group 1,244 10 18 8 CityPress PR 969 17 17 9 Tulchan Communications 1,112 16 14 9 Tulchan Communications 1,112 16 24 10 Pelham Bell Pottinger 1,019 15 12 10 Pelham Bell Pottinger 1,019 15 22 11 Image Sept 970 13 19 11 Buchanan Communications 853 15 28 12 CityPress PR 969 17 25 12 Image Sept 970 13 16 13 Havas Worldwide Paris (AMO) 913 9 26 13 Community Group 1,244 10 30 14 Buchanan Communications 853 15 47 14 Newgate Communications 760 10 62 15 Sard Verbinnen & Co 805 5 101 15 ICR (Integrated Corporate Relations) 537 10 - 16 LLORENTE & CUENCA (AMO) 795 6 16 16 Havas Worldwide Paris (AMO) 913 9 98 17 Newgate Communications 760 10 23 17 Abernathy MacGregor Group (AMO) 671 9 40 18 HeadLand Consultancy 760 7 11 18 Redleaf Polhill 506 9 13 19 Abernathy MacGregor Group (AMO) 671 9 9 19 Barabino & Partners 349 9 19 20 Hering Schuppener Consulting (AMO) 670 6 21 20 Image Building 388 8

The PR adviser mid-market league tables by value and volume have been run from 01/01/2013 to 31/12/2013 and exclude lapsed and withdrawn deals. The tables are pan-European and cover all sectors.

DEAL DRIVERS – EMEA - ALL SECTORS 14 financial services

fINANCIAL SERVICES

Government bailouts, rescue packages a €2.78bn pre-placement. The early part that this year is expected to continue, and economic adjustment programmes of this year has seen fresh reports of exchanges could once again ramp up their dominated much of last year’s financial a €45-85bn capital black hole among acquisition activity. This year will see the services M&A landscape. Six of the top European banks that needs filling so as to creation of the world’s largest exchange as eight deals by value were government-led comply with upcoming regulations. Such IntercontintalExchange (ICE) completes its buyouts, which accounted for 50.7% of action could take the shape of further asset takeover of NYSE Euronext. The move could those high ranking transactions. If, as has disposals, as has been common among open the door for other exchanges to make been suggested, the majority of the crisis banks over the last few years, with many of reactionary moves as was seen during clean-up work is nearing an end, activity Europe’s institutions needing to slim down the last wave of exchange consolidation in this year could fall. With regulators their assets. But finding a ready buyer has 2011. Three years ago Deutsche Boerse keeping a closer eye on banking practices sometimes proved problematic. Deutsche came close to acquiring NYSE Euronext; and most institutions’ focus now on Bank, Credit Agricole and Barclays have only for the European Commission to rule keeping within tighter capital restraints, been singled out by a number of research that it would breach competition rules as 2014 banking deal values specifically reports as banks likely to need to resort the combined entity would house close could take a nosedive. to capital increases so as to stabilise their to 100% of interest rate derivatives. But balance sheets. before the ruling, a host of other exchanges A year of decline busied themselves looking for acquisition Last year saw a 16.2% dip in deal value As such, alternative deals and financing targets. While the ICE/NYSE deal is seen as compared to 12 months previous – €72.3bn – including large rights issues, spin offs primarily a US deal, two key components of versus €86.17bn – with only a rush of and floating businesses separately – are NYSE are homed in Europe – Euronext and four Greek bailouts in the second quarter likely to trump M&A in this year’s banking perhaps more importantly, Liffe. Euronext, eclipsing any period in 2012. The largest strategy priorities. As 2013 saw a healthy the pan-European equity exchange, is deal of the year derived from one of the renewed appetite for financial services being prepped to float while rumours have lesser core financial services subsectors listings, this is an avenue where activity surfaced that the London Stock Exchange – aircraft leasing – which saw Netherlands- could remain strong as confidence in could be eyeing Asian partners. based AerCap Holdings shell out €19.23bn capital markets hits new heights. to capture International Lease Finance by Paul Francis-Grey Corp from American International Group. Insurance sector set for growth Outside of the banking sector, insurance More indicative of last year’s deal flow was could offer greater relief on the merger the €25.5bn worth of investment that the and acquisition front. Confidence is more Hellenic Financial Stability Fund pumped buoyant in the insurance sector with into National Bank of Greece, Piraeus some suggesting a return to a livelier Bank, Eurobank Ergasias and Alpha Bank, year of activity, reminiscent of pre-crisis collectively. Add to these the Netherlands’ days. In contrast to the banking sector, Government’s €2.2bn capital injection insurance companies have stronger capital into SNS Reaal and it becomes a more positions and a relative dearth of M&A over representative picture of 2013. the past two years has meant insurers now have dedicated acquisition reserves. While takeover talk has started to gain Growth has been largely limited to organic momentum surrounding UK-based strengthening, but for many, a return to a Standard Chartered, mega banking deals phase of M&A is anticipated. With much of are more likely to take a backseat. Most the insurance sector taking a more prudent banks this year will steadfastly be focusing approach in 2012 and 2013, with an eye on on maintaining financial stability and forthcoming regulations such as Solvency II, keeping in check capital equity tier 1 ratios, this year has the potential to reignite what rather than making extravagant acquisitions. has been a slow-burning acquisition deal Eurobank is one potential takeover candidate, count. European companies will not only be but looks more likely to attract attention from in a better position of strength to acquire, but private equity firms rather than a rival bank. smaller operators could also start again to attract the attention of Asian and US players. Deals involving banks are more likely to be more closely aligned to capital markets In addition, 2014 could be a year when than M&A throughout 2014, with Raiffeisen exchanges see more activity. Away from of Austria already successfully completing the rush of IPOs that 2013 provided, and

DEAL DRIVERS – EMEA - FINANCIAL SERVICES 15

Financial services Top 15 Announced Deals for Year Ending 31 december 2013 (any european involvement)

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

16-Dec-13 P AerCap Holdings NV International Lease Finance Corporation American International Group Inc 19,226

21-Jun-13 C Hellenic Financial Stability Fund National Bank of Greece SA (84.4% stake) 8,677

28-Jun-13 C Hellenic Financial Stability Fund Piraeus Bank SA (81.01% stake) 6,985

30-Apr-13 C Hellenic Financial Stability Fund Eurobank Ergasias SA (98.57% stake) 5,839

01-May-13 C Hellenic Financial Stability Fund Alpha Bank SA (83.66% stake) 4,021

06-Aug-13 C BPCE BPCE (20% stake) Natixis SA 3,352

13-Nov-13 C BNP Paribas SA BNP Paribas Fortis (25% stake) Government of Belgium 3,250

01-Feb-13 C Government of the Netherlands SNS Reaal NV 2,200

19-Feb-13 C ORIX Corporation Robeco Groep NV (90% stake) Rabobank NV 1,935

28-Nov-13 P The Co-operative Group Limited; The Co-operative Bank Plc Financial Services 1,802 The Co-operative Bank Plc (Creditors)

26-Apr-13 C China Construction Bank Corporation; Banco BTG VTB Bank OAO (13.8% stake) 1,788 Pactual SA; Onexim Group; Qatar Holding LLC; Norges Bank Investment Management AS; and State Oil Fund of the Republic of Azerbaijan

19-Feb-13 C Bancolombia SA HSBC Bank (Panama) SA HSBC Holdings Plc 1,669

01-Feb-13 C MetLife Inc Provida Internacional SA Banco Bilbao Vizcaya Argentaria SA 1,466

19-Feb-13 C Great-West Lifeco Inc Irish Life Group Limited Government of Ireland 1,299

08-Jan-13 C Assicurazioni Generali SpA Generali PPF Holding BV (25% stake) PPF Group 1,286

C= Completed; P= Pending; L= Lapsed

DEAL DRIVERS – EMEA - FINANCIAL SERVICES 16

financial services Mix of deals by geographic region

value volume

4.5% 16.3% UK & Ireland 26.2% Germanic 20.3% 2.6% France 38.6% Italy 7.1%

Iberia 1.1%

Benelux 9.4% 8.6% 11.1% Nordic

Central & Eastern Europe 6.9% 7.1% Other 10.6% 14.2% 9.8% 4.7% 0.8%

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

130,000 175 120,000 110,000 150 100,000 125 90,000 80,000 100 70,000 60,000

Volume 75

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

20,000 25 10,000 0 0 Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4 Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4 07 07 07 07 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 12 12 13 13 13 13 07 07 07 07 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 12 12 13 13 13 13 Quarter ended Quarter ended

Moving average trend line 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.

DEAL DRIVERS – EMEA - FINANCIAL SERVICES 17 financial services financial advisers top 20 – ranked by value top 20 – ranked by volume

2012 2013 Company Name Value Number 2012 2013 Company Name Value Number (€m) of Deals (€m) of Deals 2 1 Goldman Sachs 37,768 28 2 1 Goldman Sachs 37,768 28 5 2 JPMorgan 35,262 16 5 2 KPMG 1,697 26 3 3 Morgan Stanley 33,505 21 1 3 Morgan Stanley 33,505 21 28 4 BNP Paribas 32,923 15 11 4 Deloitte 2,963 20 10 5 Bank of America Merrill Lynch 28,585 18 16 5 Bank of America Merrill Lynch 28,585 18 4 6 UBS Investment Bank 25,964 16 18 6 EY 525 17 29 7 Moelis & Company 25,522 4 7 7 JPMorgan 35,262 16 12 8 Citi 21,434 10 13 8 UBS Investment Bank 25,964 16 17 9 Credit Agricole 19,501 3 20 9 BNP Paribas 32,923 15 1 10 Barclays 19,119 15 6 10 Barclays 19,119 15 13 11 Lazard 11,553 11 10 11 Societe Generale 3,001 15 6 12 Deutsche Bank 11,338 10 9 12 PwC 1,360 15 8 13 Rothschild 5,505 9 8 13 Lazard 11,553 11 15 14 Leonardo & Co 4,336 6 12 14 Citi 21,434 10 - 15 Natixis 3,500 2 4 15 Deutsche Bank 11,338 10 - 16 Stephens 3,397 2 14 16 Evercore Partners 1,971 10 - 17 Ricol et Lasteyrie et Associes 3,352 2 19 17 Canaccord Genuity 1,639 10 - 18 Detroyat Associes 3,352 1 3 18 Rothschild 5,505 9 9 19 Societe Generale 3,001 15 17 19 Credit Suisse 2,869 9 35 20 Deloitte 2,963 20 22 20 Mediobanca 2,274 8

The financial adviser league tables by value and volume have been run from 01/01/2013 to 31/12/2013 and include lapsed and withdrawn deals. The tables are pan-European and cover the Financial Services sector. legal advisers top 20 – ranked by value top 20 – ranked by volume

2012 2013 Company Name Value Number 2012 2013 Company Name Value Number (€m) of Deals (€m) of Deals 2 1 Freshfields Bruckhaus Deringer 30,883 26 2 1 Clifford Chance 3,551 29 205 2 De Brauw Blackstone Westbroek 24,727 5 4 2 Freshfields Bruckhaus Deringer 30,883 26 - 3 NautaDutilh 21,426 4 1 3 Linklaters 9,339 26 21 4 Debevoise & Plimpton 21,261 7 3 4 Allen & Overy 7,679 25 7 5 A&L Goodbody 21,012 4 38 5 Slaughter and May 3,240 16 82 6 Cravath, Swaine & Moore 19,226 2 18 6 CMS 969 16 3 7 Linklaters 9,339 26 24 7 Herbert Smith Freehills 2,606 13 5 8 Cleary Gottlieb Steen & Hamilton 9,214 9 9 8 Uria Menendez 2,471 13 8 9 Allen & Overy 7,679 25 11 9 Hogan Lovells International 1,521 12 4 10 Sullivan & Cromwell 6,516 11 7 10 Sullivan & Cromwell 6,516 11 60 11 Simpson Thacher & Bartlett 6,090 8 16 11 White & Case 1,827 11 66 12 M&P Bernitsas 5,839 1 34 12 Gide Loyrette Nouel 912 10 33 13 Torys 5,238 4 6 13 Cleary Gottlieb Steen & Hamilton 9,214 9 1 14 Clifford Chance 3,551 29 149 14 Davis Polk & Wardwell 3,423 9 84 15 Davis Polk & Wardwell 3,423 9 12 15 Norton Rose Fulbright 877 9 31 16 Bredin Prat 3,352 3 19 16 Ashurst 611 9 37 17 Kirkland & Ellis 3,318 4 26 17 King & Wood Mallesons 58 9 - 18= Goodmans 3,318 1 35 18 Simpson Thacher & Bartlett 6,090 8 - 18= Mattos Filho, Veiga Filho, Marrey Jr. e 3,318 1 138 19 Willkie Farr & Gallagher 3,045 8 Quiroga Advogados 21 20 Jones Day 1,922 8 27 20 Skadden Arps Slate Meagher & Flom 3,266 7 The legal adviser league tables by value and volume have been run from 01/01/2013 to 31/12/2013, excluding lapsed and withdrawn deals. The tables are pan-European and cover the Financial Services sector.

DEAL DRIVERS – EMEA - FINANCIAL SERVICES 18 Industrials & Chemicals

industrials & chemicals

In value terms, dealmaking in the to unconfirmed rumours, the entire The most notable deal of 2013 was the sale industrial and chemicals sector fell company – fell through. by Finland-based Outokumpu of German sharply in 2013 to hit €55.4bn, down subsidiary Outokumpu VDM and Italy’s 29% from the €78.2bn seen in 2012. The automotive industry is likely to Acciai Speciali Terni to ThyssenKrupp. further jolt the M&A landscape. After Buoyant stock markets look set to restock long negotiations, Fiat hammered out a This year, the insolvent Italian steel group the deal pipeline somewhat. But economic deal with VEBA, the United Auto Workers- Lucchini will see competing bids from uncertainty means sector players have affiliated healthcare trust, to buy the 41.5% Switzerland’s Klesch, the consortium maintained a cautious approach overall, it does not already own in Chrysler in a Duferco-Feralpi-Acciaierie Venete and while private equity has been slow to clear transaction valued at €2.6bn. Tunisia’s SMC, the Tunisian industrial the overhang of long-postponed exits. group headed by Ali Gammaghui. The long-anticipated Peugeot-Dongfeng tie- “Stock valuations have gone up and up is one of the largest deals expected in 2014. For chemicals players, branching into balance sheets are very strong, but the However, it has triggered a separation with value-added lines of business will recovery has been fragile,” a sector banker US-based General Motors after the strategic remain a wellspring for M&A in 2014. said. “It’s a confidence issue.” alliance failed to deliver on expectations. This represents a continuation of existing trends, with European majors continuing Low interest rates and bountiful bank credit With even Germany seeing a record low to shed commoditised activities. has increased PE’s competitiveness vis-à-vis for new car registrations, car makers strategic buyers, the same banker said. PE such as BMW, Mercedes and Volkswagen H2 2013 saw Akzo Nobel divest its building houses will therefore make their presence will need to adjust to the changing adhesives and a clutch of German paint felt across the sector, branching out from technological landscape adding to deal stores, while the auction of casting-focused building materials and chemicals to capital volumes. Acquisitions of specialist engine ASK Chemicals by Clariant and Ashland goods – the recent management buyout of and digital technology providers could be was in full swing as the year drew to a Switzerland’s VAT Vakuumventile, backed by part of the answer, two German automotive close. At the same time, the search for Capvis Equity Partners and Partners Group, bankers said. targets offering high-margin, differentiated attest to this dynamic, he said. activities and emerging-market presence The European aerospace and defence continues apace, as illustrated by Solvay’s Broad economic recovery and higher sector could also bring good news to November acquisition of Brazil-based multiples will make all-cash transactions industrial dealmakers. The Airbus Group ERCA Quimica. rarer, the sector banker added. – formerly EADS – signalled that it could dump its 46.3% stake in Dassault, and At the same time, emerging-market At the same time, the outlook for M&A might have not given up on its dream buyers are being invited to snap up assets activity varies by geography. In Southern to execute a merger with BAE. But it is in EMEA, where biofuel and biochemicals Europe, a downbeat macroeconomic uncertain whether any of these potential players have pinned their hopes on Asian outlook continues to hover over sector deals could happen in 2014. investment to spur commercialisation. activity. German-speaking countries and Geopolitics is driving corporate investors the UK, with more robust expectations, can On the other hand, prospects for M&A into resources-poor Asian countries, be expected to continue to enjoy the lion’s among steelmakers appear bleak. The including China, to hunt for targets offering share of dealmaking. UK manufacturers main players continue their divestment energy security. are expected to enjoy the fastest growth in efforts despite little appetite for such Europe for 2014, thanks to rising demand assets after a prolonged spell of weak COFCO (China National Cereals, Oils and at home and abroad, according to a demand. Steel group Thyssenkrupp has Foodstuffs Corporation) is viewed as one such recent report by national manufacturers’ signalled it will resume the sale of its player. The state-owned Chinese agricultural organisation, EEF. Brazilian steel plant after failing to find a conglomerate is a front-runner to acquire a buyer for it last year. minority stake in Dutch-Argentine agricultural While the industrial sector has been commodities trading house Nidera as it seeks unusually quiet, plenty of potential takeover Higher energy costs in EU countries such a foothold in oil and grainseed cultivation in targets remain. These include precision as Germany and Italy are also harming Latin American countries. toolmaker Renishaw, engineering group the competitiveness of European energy IMI and precision instrumentation and intensive industries compared to their US by Riccardo Ghia, Benaiah Moses and controls manufacturer Spectris. Rolls- counterparts. Steel tycoon Lakshmi Mittal Johannes Koch Royce is also revving its engines in search recently blasted EU emission reduction of further targets after talks to acquire requirements as “unrealistic” in an article Wartsila’s marine unit – and, according in the Financial Times.

DEAL DRIVERS – EMEA - INDUSTRIALS & CHEMICALS 19 industrials & chemicals Top 15 Announced Deals for Year Ending 31 DECEMBER 2013 (any european involvement)

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

31-Jul-13 P Schneider Electric SA Invensys Plc 3,464

18-Apr-13 C CVC Capital Partners Limited ista International GmbH Charterhouse Capital Partners LLP 3,100

06-Jun-13 C Volkswagen AG MAN SE (24.97% stake) 2,847

18-Nov-13 C Onexim Group Uralkali OAO (21.75% stake) Suleyman Kerimov Foundation 2,623

02-Dec-13 C Uralchem OJSC Uralkali OAO (20% stake) Mr. Filaret Galchev (Private investor); 2,180 and Mr. Anatoly Skurov (Private investor)

05-Dec-13 P Merck KGaA AZ Electronic Materials SA 2,056

03-Jun-13 C Groupe Bruxelles Lambert SA SGS SA (15% stake) Exor SpA 2,019

10-Oct-13 C Oman Oil Company SAOC Oxea Gmbh Advent International Corporation 1,800

16-Jun-13 C Cinven Limited CeramTec GmbH Rockwood Holdings Inc 1,490

24-Sep-13 C Chengdong Investment Corporation Uralkali OAO (12.5% stake) 1,488

11-Feb-13 C H Intressenter AB Hoganas AB 1,412

29-Nov-13 P ThyssenKrupp AG Acciai Speciali Terni SpA; Outokumpu Oyj 1,269 and Outokumpu VDM GmbH

14-Jan-13 P Ardagh Glass Group SA Verallia North America Verallia SA 1,267

31-Oct-13 P Crown Holdings Inc Mivisa Envases SAU Blackstone Group LP; and N+1 Mercapital 1,200

14-Jun-13 C Triton Partners Befesa Medio Ambiente SA Abengoa SA 1,075

C= Completed; P= Pending; L= Lapsed

DEAL DRIVERS – EMEA - INDUSTRIALS & CHEMICALS 20

industrials & Chemicals Mix of deals by geographic region

Value volume

1.5% 3.0% 17.2% 7.9% 15.1% UK & Ireland 13.9% Germanic

13.6% France 8.3% Italy Iberia 3.5% 27.9% Benelux 9.0% 6.1% Nordic 35.6% 4.8% Central & Eastern Europe 8.9% Other 7.3% 5.0% 11.3%

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

60,000 400

350 50,000

300

40,000 250

30,000 200 Volume

Value (€m) Value 150 20,000

100

10,000 50

0 0 Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4 Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4 07 07 07 07 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 12 12 13 13 13 13 07 07 07 07 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 12 12 13 13 13 13 Quarter ended Quarter ended

Moving average trend line 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.

DEAL DRIVERS – EMEA - INDUSTRIALS & CHEMICALS 21 industrials & Chemicals financial advisers top 20 – ranked by value top 20 – ranked by volume

2012 2013 Company Name Value Number 2012 2013 Company Name Value Number (€m) of Deals (€m) of Deals 6 1 JPMorgan 13,599 12 1 1 PwC 3,679 62 1 2 Goldman Sachs 13,341 20 3 2 KPMG 990 52 3 3 Morgan Stanley 12,507 14 2 3 EY 2,930 46 4 4 Deutsche Bank 11,353 11 4 4 Rothschild 11,046 33 5 5 Rothschild 11,046 33 9 5 Lazard 8,429 27 7 6 Bank of America Merrill Lynch 10,218 5 5 6 Deloitte 1,715 27 10 7 Barclays 9,381 17 8 7 Lincoln International 256 27 12 8 Lazard 8,429 27 15 8 M&A International 45 24 15 9 BNP Paribas 7,341 19 6 9 Goldman Sachs 13,341 20 8 10 UBS Investment Bank 4,857 12 21 10 BNP Paribas 7,341 19 320 11 VTB Capital 4,803 2 20 11 Barclays 9,381 17 2 12 Citi 4,709 8 12 12 DC Advisory 709 16 9 13 Credit Suisse 4,419 12 19 13 BDO 57 16 19 14 PwC 3,679 62 17 14 Morgan Stanley 12,507 14 32 15 HSBC 3,429 8 13 15 JPMorgan 13,599 12 - 16 Greentech Capital Advisors 3,243 3 18 16 UBS Investment Bank 4,857 12 16 17 EY 2,930 46 14 17 Credit Suisse 4,419 12 26 18 SEB 2,830 8 63 18 UniCredit Group 1,436 12 92 19 Leonardo & Co 2,714 8 11 19 Deutsche Bank 11,353 11 - 20 Renaissance Capital 2,623 1 23 20 Societe Generale 1,280 11

The financial adviser league tables by value and volume have been run from 01/01/2013 to 31/12/2013, excluding lapsed and withdrawn deals. The tables are pan-European and cover the Automotive; Chemicals & Materials; Industrials- electronics; automation and products and services; and Manufacturing- other sectors. legal advisers top 20 – ranked by value top 20 – ranked by volume

2012 2013 Company Name Value Number 2012 2013 Company Name Value Number (€m) of Deals (€m) of Deals 1 1 Freshfields Bruckhaus Deringer 13,963 34 4 1 DLA Piper 2,603 55 18 2 Linklaters 7,751 33 1 2 CMS 1,694 47 7 3 White & Case 6,852 37 6 3 Baker & McKenzie 4,992 40 2 4 Clifford Chance 6,760 24 5 4 White & Case 6,852 37 30 5 Kirkland & Ellis 5,743 14 2 5 Freshfields Bruckhaus Deringer 13,963 34 55 6 P+P Poellath + Partners 5,539 7 3 6 Linklaters 7,751 33 16 7 Shearman & Sterling 5,348 11 7 7 Allen & Overy 4,005 29 10 8 Baker & McKenzie 4,992 40 8 8 Clifford Chance 6,760 24 3 9 Hengeler Mueller 4,769 9 9 9 Latham & Watkins 4,058 23 104 10 Bredin Prat 4,731 7 10 10 Eversheds 161 20 4 11 Latham & Watkins 4,058 23 53 11 Weil Gotshal & Manges 2,958 19 27 12 Allen & Overy 4,005 29 14 12 Hogan Lovells International 3,275 18 15 13 Cleary Gottlieb Steen & Hamilton 3,682 10 17 13 Mannheimer Swartling 2,821 18 8 14 Davis Polk & Wardwell 3,576 7 31 14 Gleiss Lutz 1,168 17 9 15 Hogan Lovells International 3,275 18 11 15 Jones Day 1,272 16 6 16 Simpson Thacher & Bartlett 3,197 8 22 16 Loyens & Loeff 496 15 95 17 Gorrissen Federspiel 3,180 8 27 17 Kirkland & Ellis 5,743 14 59 18 Herbert Smith Freehills 3,097 8 13 18 King & Wood Mallesons 1,644 14 38 19 Hannes Snellman 2,970 8 97 19 Pinsent Masons 199 14 53 20 Weil Gotshal & Manges 2,958 19 20 20 Vinge 1,541 13

The legal adviser league tables by value and volume have been run from 01/01/2013 to 31/12/2013 and include lapsed and withdrawn deals. The tables are pan-European and cover the Automotive; Chemicals & Materials; Industrials- electronics; automation and products and services; and Manufacturing- other sectors.

DEAL DRIVERS – EMEA - INDUSTRIALS & CHEMICALS 22 energy, mining & utilities

energy, mining & utilities

Energy, Mining & Utilities is one of the international and local players looking to gas potential is also likely to contribute few sectors that has provided glimpses of expand or enter the country. to activity in the sector in the future as bullish sentiment, post-crisis. But 2013 the government continues to support the saw a 44% decline in deal value, according In the power sector, utilities had a bleak industry. Total is the latest entrant in the to Mergermarket data, as utilities were hit year. Falling power prices driven by the UK’s shale gas sector after it acquired a with an uncertain regulatory landscape and ailing carbon market combined with great 40% interest in two shale gas exploration ailing power prices, and the mining sector uncertainties over the EU’s emissions licenses in the country. was impacted by falling commodity prices. targets have suppressed appetite for M&A. With these conditions unlikely to improve Moreover, 2013 was marked by several The decline in value in 2013 compared to greatly in the mid-term, 2014’s M&A flow large utilities looking to shed assets – in 2012 is tied to Glencore’s €36.6bn takeover could continue its bearish streak. particular, gas-fired power plants, many of a majority stake in Switzerland-based of which have become largely unprofitable Xstrata. This mining transaction was the The largest deal of 2013 was the €11.1bn due to weak power prices. Buying interest biggest of 2012 across all sectors. It was restructuring transaction announced in April for these, however, has been lacking. One closely followed by Russian major Rosneft’s when Federal Grid Company of Unified Energy notable deal was Dong’s disposal of the acquisition of 50% in TNK-BP from BP and System of Russia was acquired by Russian Severn Combined Cycle Gas Turbine (CCGT) 50% from Alfa Group; Renova Group; and Grids OAO. Reforms aimed at deregulation plant to a consortium led by Macquarie Access Industries for €24.2bn and €21.4bn of the Russian power industry are expected for €418m. Meanwhile, several European respectively. These blockbuster deals to open up new M&A opportunities in one players said that they expected more boosted the value of Energy, Mining & of the most capital intensive sectors of the acquisitions of utility assets by the financial Utilities deals in 2012, making a year-on- economy. M&A activity in the region remained sector, which may be betting on the market year comparison with 2013 appear deflated. strong but is still dominated by domestic rallying in the mid-term. transactions driven largely by the major Levels of M&A activity in the Middle East state and independent players continuing to Crises among Spanish utilities continued continued to be muted amid the unrest consolidate the market – a trend that is set as the electricity tariff deficit, caused by a throughout the region, with investors to continue. shortfall between retail power prices and unwilling to take on the political and costs including renewable subsides, hit economic risks. The deal with the largest Asian players continue to drive M&A activity in an estimated €30bn by the end of 2013. value in the region was Arab Petroleum the sector globally, particularly in Africa, and Spanish utilities have been squeezed by Investments Corporation’s acquisition of are willing to pay higher premiums than other holding this debt on their balance sheets, Industrialization & Energy Services Co. sector players. This trend is set to continue as with the government is not signaling a (TAQA), the Saudi Arabia-based provider many Asian national oil and gas companies willingness to remedy this deficit any of oil and gas exploration and production (NOCs) will continue consolidating the market time soon. As a result, Spain’s utilities services, from Arabian Pipes Company in an effort to secure upstream reserves are likely to divest assets throughout 2014. (APC). The deal was worth €33m. and satisfy growing domestic demand. The most notable deals in Africa include China Meanwhile, the UK’s upcoming Electricity by Marta Dovnar and Katie McQue National Petroleum Corporation’s (CNPC) Market Reform (EMR) triggered much acquisition of a 28.57% stake in Eni East uncertainty among potential investors. Africa from Eni for €3.2bn, and Sinopec Many utilities also looked to reduce their International Petroleum Exploration and exposure to the UK market. The German Production’s €2.3bn purchase of a 33% stake utility RWE sold down its stakes in four in the Egypt-based oil and gas business of UK wind farms throughout the year. Apache. India’s ONGC Videsh and Oil India The company said that it would further spent around €3.8bn on two separate deals scale back and halve its UK investments. for a total of a 20% stake in the Rovuma Since the subsidies included in the EMR Offshore Area 1 Block in Mozambique. constitute state aid, and will have to be signed off by the European Commission, African internal developments and security they could affect investment decisions concerns have been important M&A throughout the continent. drivers. In Nigeria, uncertainty over the long-awaited Petroleum Industry Bill In the UK, M&A activity and future and security issues triggered a series investment in the oil and gas sector is of asset disposal plans from the likes of likely to increase following some clarity Shell, Chevron and ConocoPhillips. This, provided by the UK Government on future in turn, unlocks opportunities for smaller decommissioning tax relief. UK shale

DEAL DRIVERS – EMEA - ENERGY, MINING & UTILITIES 23 energy, mining & utilities Top 15 Announced Deals for Year Ending 31 DECEMBER 2013 (any EUROPEAN involvement)

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

08-Apr-13 C Russian Grids OAO Federal Grid Company of Unified Energy The Federal Agency for State Property 11,050 System OAO (79.64% stake) Management

24-Jun-13 C Eurasian Resources Group BV Eurasian Natural Resources Corporation Plc Kazakhmys Plc 7,772

26-Feb-13 C Royal Dutch Shell Plc Repsol SA (LNG Assets) Repsol SA 5,133

14-Mar-13 C China National Petroleum Corporation Eni East Africa Spa (28.57% stake) Eni SpA 3,237

13-Aug-13 P Gazprom Energoholding Moscow Integrated Power Company OJSC The Moscow City Government 2,856 (89.98% stake)

22-Feb-13 C Gavril Yushvaev (Private investor); and Polyus Gold International Ltd (37.75% stake) Onexim Group 2,741 Zelimkhan Mutsoev (Private investor)

15-Jan-13 C Energeticky a Prumyslovy Holding as Slovensky Plynarensky Priemysel AS GDF Suez SA; and E.ON Ruhrgas AG 2,600 (49% stake)

12-Dec-13 P Suomi Power Networks Oy Fortum Espoo Distribution Oy; and Fortum Fortum Oyj AB 2,550 Sahkonsiirto Oy

05-Apr-13 C Electricite de France SA; Snam SpA; and Total Infrastructures Gaz France SA Total SA 2,400 Government of Singapore Investment Corporation Pte Ltd

02-Jul-13 C Rosneft Oil Company OAO ITERA Oil and Gas Company LLC (49% stake) Itera Holdings Limited 2,227

31-Oct-13 C Alliance Group Alliance Oil (57% stake) 2,198

20-Nov-13 P Yamal Development SeverEnergia OOO (29.4% stake) Eni SpA 2,188

11-Feb-13 C SapuraKencana Petroleum Berhad Seadrill Ltd (Tender rigs business in Asia) Seadrill Ltd 2,163

19-Aug-13 C OMV AG Statoil ASA (North Sea Assets) Statoil ASA 1,987

30-Apr-13 C Green Dragon Gas Ltd (Shareholders) Greka Engineering & Technology Ltd Green Dragon Gas Ltd 1,944

C= Completed; P= Pending; L= Lapsed

DEAL DRIVERS – EMEA - ENERGY, MINING & UTILITIES 24

energy, mining & utilities Mix of deals by geographic region

Value volume

6.8% 5.5% UK & Ireland 18.6% 19.0% Germanic 21.7% France 5.1% Italy Iberia 3.0% 12.9% 1.7% Benelux 2.7% 47.3% 2.6% Nordic 15.5% 6.0% Central & Eastern Europe 12.2% Other 9.3% 5.5% 4.8%

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

90,000 120 80,000

70,000 100

60,000 80 50,000

Volume 60

Value (€m) Value 40,000

30,000 40

20,000 20 10,000

0 0 Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4 Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4 07 07 07 07 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 12 12 13 13 13 13 07 07 07 07 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 12 12 13 13 13 13 Quarter ended Quarter ended

Moving average trend line

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.

DEAL DRIVERS – EMEA - ENERGY, MINING & UTILITIES 25 energy, mining & utilities financial advisers top 20 – ranked by value top 20 – ranked by volume

2012 2013 Company Name Value Number 2012 2013 Company Name Value Number (€m) of Deals (€m) of Deals 11 1 VTB Capital ZAO 23,974 7 2 1 Goldman Sachs 18,113 19 3 2 Morgan Stanley 23,329 16 33 2 EY 14,061 19 12 3 JPMorgan 22,096 15 9 3 Citi 16,899 18 1 4 Barclays 21,882 9 10 4 KPMG 4,687 18 5 5 Goldman Sachs 18,113 19 4 5 Morgan Stanley 23,329 16 4 6 Citi 16,899 18 12 6 JPMorgan 22,096 15 6 7 Credit Suisse 14,967 10 6 7 Bank of America Merrill Lynch 8,015 14 22 8 Societe Generale 14,283 11 16 8 Societe Generale 14,283 11 83 9 EY 14,061 19 3 9 Deutsche Bank 7,004 11 35 10 Sberbank CIB 12,386 6 1 10 Rothschild 5,234 11 17 11 Lazard 10,808 5 5 11 PwC 3,587 11 7 12 Bank of America Merrill Lynch 8,015 14 13 12 RBC Capital Markets 3,265 11 2 13 Deutsche Bank 7,004 11 34 13 Macquarie Group 2,410 11 9 14 Rothschild 5,234 11 19 14 Credit Suisse 14,967 10 29 15 KPMG 4,687 18 7 15 Barclays 21,882 9 24 16 HSBC 4,385 5 11 16 BNP Paribas 2,143 9 - 17 Danske Bank Corporate Finance 4,312 6 14 17 Jefferies 637 9 28 18 Raiffeisen Centrobank 3,745 7 29 18 UniCredit Group 441 9 13 19 PwC 3,587 11 43 19 Simmons & Company International 1,173 8 26 20 RBC Capital Markets 3,265 11 20 20 VTB Capital 23,974 7

The financial adviser league tables by value and volume have been run from 01/01/2013 to 31/12/2013, excluding lapsed and withdrawn deals. The tables are pan-European and cover the Energy, Mining and Utilities sectors. legal advisers top 20 – ranked by value top 20 – ranked by volume

2012 2013 Company Name Value Number 2012 2013 Company Name Value Number (€m) of Deals (€m) of Deals 1 1 Linklaters 32,550 35 1 1 Linklaters 32,550 35 3 2 Clifford Chance 21,454 23 5 2 Freshfields Bruckhaus Deringer 20,692 25 5 3 Freshfields Bruckhaus Deringer 20,692 25 7 3 Norton Rose Fulbright 5,153 25 21 4 Herbert Smith Freehills 17,527 16 2 4 Clifford Chance 21,454 23 19 5 Allen & Overy 12,512 19 4 5 Allen & Overy 12,512 19 52 6 Baker & McKenzie 11,474 19 10 6 Baker & McKenzie 11,474 19 18 7 Jones Day 10,878 8 6 7 CMS 4,372 17 95 8 Loyens & Loeff 8,816 5 13 8 Herbert Smith Freehills 17,527 16 11 9 White & Case 8,447 13 9 9 DLA Piper 611 14 148 10 KPMG Abogados 5,228 5 17 10 White & Case 8,447 13 35 11 Norton Rose Fulbright 5,153 25 14 11 Hogan Lovells International 2,018 13 - 12 Miranda & Amado Abogados 5,133 1 12 12 Schjodt 1,848 12 40 13 Ashurst 4,927 9 16 13 King & Wood Mallesons 4,359 11 126 14 Stikeman Elliott 4,554 9 49 14 BA-HR 2,692 11 94 15 Davis Polk & Wardwell 4,377 3 19 15 Wiersholm 2,698 10 16 16 CMS 4,372 17 3 16 Bech-Bruun 1,531 10 7 17 King & Wood Mallesons 4,359 11 15 17 Ashurst 4,927 9 12 18 Conyers Dill & Pearman 4,055 3 74 18 Stikeman Elliott 4,554 9 17 19 Gianni, Origoni, Grippo, Cappelli 3,536 6 22 19 Jones Day 10,878 8 & Partners 24 20 Thommessen 2,411 8 265 20 Sullivan & Cromwell 3,536 3

The legal adviser league tables by value and volume have been run from 01/01/2013 to 31/12/2013 and include lapsed and withdrawn deals. The tables are pan-European and cover the Energy, Mining and Utilities sectors.

DEAL DRIVERS – EMEA - ENERGY, MINING & UTILITIES 26 consumer

consumer

Last year proved to be a mixed bag for the activity last year have cast a cloud of doubt Nanta and Inga. Confectionary, particularly consumer and retail sectors in the EMEA over 2014. So far, the year has kicked off the biscuits segment, is also bound for region. Although the economic outlook in with a slow pipeline of deals, but positive consolidation. UK-based United Biscuits developed markets somewhat brightened momentum in a number of subsectors is reportedly in line for a bid from Chinese during 2013, with both consumer coupled with favourable market conditions private equity firm Hony Capital, while sentiment and investor confidence gives hopes for a stronger deal flow as the investment fund Qualium is said to be in improving, it failed to translate into a year progresses. pole position to acquire French biscuits higher level of M&A activity. manufacturer Poult. Deals in the pipeline include the sale of Overall European M&A activity in the a controlling stake in Hovis – the bread Meanwhile, in the retail sector, a major consumer and retail sectors reached unit of UK-based food group Premier revival is in the works despite the sector’s a disappointing €45.29bn in deal value, Foods – which has attracted a number overall poor deal values during 2013. Signs a far cry from the €59.56bn reached in of private equity suitors; the disposal of of a turning point in consumer sentiment 2012, according to Mergermarket data. UK-based whisky firm Whyte & Mackay by are moving valuations up which, in turn, is United Spirits, which is controlled by UK sparking a resurgence in IPO appetite. The Retail was the hardest hit subsector, with firm Diageo and has reportedly attracted successful listing of Conviviality Retail and a total deal value of €15.52bn in 2013, the attention of Japanese beverage giant, Bonmarché last year has further fuelled compared to €24.98bn the previous year. Suntory; and the sale of French ingredients expectations. A list of private equity-backed The largest deal was the €2.3bn acquisition specialist Diana Group by private equity high street retailers including DFS, Pets at by ICA Gruppen of the remaining 60% stake group Ardian, expected to reach €1bn-plus. Home, Poundland, The Card Factory and in ICA AB from Royal Ahold. Fat Face, as well as online retailers such European heavyweights including Nestle, as German-based Zalando, have been Food deals, meanwhile, outpaced their full- Unilever and Reckitt-Benckiser will continue tipped as IPO candidates in 2014. Just how year 2012 value. The subsector experienced to make the headlines, both as buyers and long the IPO window stays open before a slight recovery, totalling €16.25bn in 2013, sellers of non-core assets. Listed Swiss the space falls victim to investors’ retail compared to 2012’s €14.73bn deal value. food group Nestle could raise over €10bn indigestion remains to be seen. in disposals over the next 12 to 18 months. The only transaction in the consumer space Potential disposal candidates would include Opportunities in the luxury retail space to make it to the top 20 of all announced joint ventures such as Galderma, Cereal will continue to spring during 2014, partly deals in 2013 was the €6.57bn acquisition Partners Worldwide, Beverage Partners due to the slowdown it has experienced of Netherlands-based DE Master Blenders Worldwide and Dairy Partners Americas. in the past few years. Italian fashion 1753 by a consortium led by Joh. A. Benckiser. A decision over the sale of Nestle’s brands remain in the spotlight as we Other deals worth mentioning, and which 30% stake of L’Oréal is also expected at kick off 2014, among them family-owned could be a preview of beverage M&A to some point this year. Unilever’s disposal Versace, which is negotiating a minority come, include the sale of Ribena and candidates include the likes of Bifi and stake sale with a group of private equity Lucozade, two non-alcoholic drink brands Slimfast. With around €2bn available for investors including Blackstone, CCMP and by GlaxoSmithKline, to Japan’s Suntory acquisitions, the Anglo-Dutch company is Investcorp; and luxury shoemaker Vicini, Beverage and Food for €1.59bn. expected to seek opportunities in growth which has hired Rothschild to find a buyer. geographies and new product segments. As debt returned to the markets and Its peer Reckitt-Benckiser is also looking If the markets sustain their momentum and leveraged deals once again experienced to dispose of its footwear unit Scholl, while cash-rich players continue an active M&A a rise, private equity firms demonstrated looking for acquisitions in growth markets push in their quest for growth, the positive an appetite for the food subsector. Among like India. expectations for the year could be justified. the stand-out deals were the acquisitions of Burton’s Biscuits by Ontario Teachers Consumer food growth categories to keep by Virginia Garcia Martinez Plan, R&R Ice Cream by PAI Partners an eye on during 2014 include meats, and the European Simple Meals business particularly poultry, and confectionary. of Campbell Soup Company by CVC The poultry segment has already seen a Capital Partners, among others. Private wave of consolidation during 2013, with equity suitors will, no doubt, continue to deals such as the acquisition of troubled be serious contenders in the space for French company Groupe Doux by Saudi scalable businesses with solid cash flows. group Almunajem and D&P; and CapVest’s investment in Kronfagel Group of Sweden. Expectations are often bullish at the start Current deals in the pipeline include the of a new year, but such muted levels of sale of Nutreco’s Iberian assets Sada,

DEAL DRIVERS – EMEA - CONSUMER 27 consumer Top 15 Announced Deals for Year Ending 31 DECEMBER 2013 (any european involvement)

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

12-Apr-13 C Joh A Benckiser SE D.E Master Blenders 1753 NV (84.95% stake) 6,575

30-Apr-13 C Unilever NV Hindustan Unilever Limited (14.8% stake) 2,715

11-Feb-13 C ICA Gruppen AB ICA AB (60% stake) Royal Ahold NV 2,319

08-Jul-13 C LVMH Moet Hennessy Louis Vuitton SA Loro Piana Spa (80% stake) Loro Piana Family 2,200

14-Feb-13 C Constellation Brands Inc Compania Cervecera de Coahuila Anheuser-Busch InBev NV 2,174

03-May-13 C Autogrill SpA (Shareholders) World Duty Free SpA Autogrill SpA 1,832

07-Oct-13 C Darling International Inc VION Ingredients Nederland (Holding) BV VION NV 1,600

31-Jul-13 C Divine Investments SA Printemps SAS Borletti Group SCA; and Deutsche Asset 1,600 & Wealth Management RREEF Real Estate

09-Sep-13 P Suntory Beverage & Food Limited GlaxoSmithKline (Lucozade and Ribena) GlaxoSmithKline Plc 1,599

29-Jul-13 P Essilor International SA Transitions Optical Inc (51% stake) PPG Industries Inc 1,399

14-Jun-13 P Agrokor dd Poslovni sistem Mercator dd 1,362

12-Jan-13 C Cobega SA Rendelsur SA 1,215

14-Nov-13 P Sigma Alimentos SA de CV; and Shuanghui Campofrio Food Group SA 1,179 International Holdings Limited

25-Mar-13 C Rhone Capital LLC CSM NV (European and North American Bakery CSM NV 1,050 Supplies businesses)

09-Sep-13 C Svenska Cellulosa Aktiebolaget SCA Vinda International Holdings Limited (78.32% stake) 1,033

C= Completed; P= Pending; L= Lapsed

DEAL DRIVERS – EMEA - CONSUMER 28

consumer Mix of deals by geographic region

Value volume

4.3% 4.0% 5.2% 15.6% UK & Ireland 10.8% 16.5%

Germanic 11.5% 3.7% France 13.2% Italy 10.7% 15.5% Iberia Benelux Nordic 22.5% 9.1%

Central & Eastern Europe 13.0% 14.9% 7.2% Other 13.5% 8.7%

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

110,000 300

100,000 275

90,000 250 225 80,000 200 70,000 175 60,000 150 50,000 Volume 125 Value (€m) Value 40,000 100 30,000 75

20,000 50

10,000 25

0 0 Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4 Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4 07 07 07 07 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 12 12 13 13 13 13 07 07 07 07 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 12 12 13 13 13 13 Quarter ended Quarter ended

Moving average trend line 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.

DEAL DRIVERS – EMEA - CONSUMER 29 consumer financial advisers top 20 – ranked by value top 20 – ranked by volume

2012 2013 Company Name Value Number 2012 2013 Company Name Value Number (€m) of Deals (€m) of Deals 6 1 Rothschild 19,963 43 1 1 Rothschild 19,963 43 4 2 JPMorgan 17,772 16 3 2 PwC 6,095 38 10 3 Goldman Sachs 16,406 15 4 3 Rabobank 14,027 28 5 4 Bank of America Merrill Lynch 15,859 12 2 4 KPMG 2,439 28 7 5 Rabobank 14,027 28 10 5 Deloitte 262 25 2 6 Morgan Stanley 12,607 9 6 6 JPMorgan 17,772 16 3 7 Lazard 11,732 15 11 7 Goldman Sachs 16,406 15 14 8 Citi 10,748 7 5 8 Lazard 11,732 15 16 9 HSBC 8,520 4 9 9 EY 395 13 55 10 Leonardo & Co 8,084 9 13 10 Bank of America Merrill Lynch 15,859 12 33 11 PwC 6,095 38 23 11 Barclays 5,134 12 13 12 UBS Investment Bank 5,871 7 15 12 UniCredit Group 2,168 12 8 13 Barclays 5,134 12 19 13 M&A International 202 11 - 14= Maybank Investment Bank 4,772 1 8 14 Credit Suisse 3,160 10 - 14= Phatra Securities Public 4,772 1 7 15 Morgan Stanley 12,607 9 - 14= Siam Commercial Bank 4,772 1 21 16 Leonardo & Co 8,084 9 9 17 Credit Suisse 3,160 10 12 17 DC Advisory 152 9 93 18 Nordea Corporate Finance 3,060 5 16 18 BNP Paribas 524 8 119 19 Handelsbanken Capital Markets 2,549 5 22 19 BDO 417 8 - 20 PK Partners 2,493 2 28 20 Citi 10,748 7

The financial adviser league tables by value and volume have been run from 01/01/2013 to 31/12/2013, excluding lapsed and withdrawn deals. The tables are pan-European and cover the Consumer- retail, food and other sectors. legal advisers top 20 – ranked by value top 20 – ranked by volume

2012 2013 Company Name Value Number 2012 2013 Company Name Value Number (€m) of Deals (€m) of Deals 14 1 Allen & Overy 12,109 22 6 1 Baker & McKenzie 9,736 25 2 2 Skadden Arps Slate Meagher & Flom 11,073 6 2 2 DLA Piper 2,546 25 26 3 De Brauw Blackstone Westbroek 10,759 10 4 3 Allen & Overy 12,109 22 1 4 Clifford Chance 10,288 20 1 4 Linklaters 8,094 22 34 5 Simpson Thacher & Bartlett 9,978 6 3 5 Clifford Chance 10,288 20 17 6 Baker & McKenzie 9,736 25 7 6 King & Wood Mallesons 2,262 18 32 7 Cleary Gottlieb Steen & Hamilton 8,157 5 26 7 Kirkland & Ellis 2,107 17 6 8 Linklaters 8,094 22 10 8 CMS 220 17 108 9 Stibbe 7,775 6 5 9 Freshfields Bruckhaus Deringer 2,869 15 104 10 McDermott Will & Emery 6,593 4 12 10 White & Case 4,543 14 - 11 Oppenhoff & Partner 6,575 1 17 11 Chiomenti Studio Legale 3,094 13 22 12 White & Case 4,543 14 8 12 Latham & Watkins 2,004 13 173 13 PwC legal 4,355 11 37 13 Plesner 391 12 74 14 Bonelli Erede Pappalardo 4,355 7 160 14 PwC legal 4,355 11 5 15 Slaughter and May 3,917 4 27 15 De Brauw Blackstone Westbroek 10,759 10 70 16 Ashurst 3,528 10 29 16 Ashurst 3,528 10 4 17 Sullivan & Cromwell 3,224 3 41 17 Paul Hastings 1,431 10 284 18 Gernandt & Danielsson 3,114 7 13 18 Eversheds 664 10 86 19 Chiomenti Studio Legale 3,094 13 87 19 Vinge 275 10 84 20 Davis Polk & Wardwell 2,893 2 14 20 Jones Day 2,725 9

The legal adviser league tables by value and volume have been run from 01/01/2013 to 31/12/2013 and include lapsed and withdrawn bids. The tables are pan-European and cover the Consumer- retail, food and other sectors.

DEAL DRIVERS – EMEA - CONSUMER 30 tmt

telecoms, media & technology

The TMT sector was the major contributor Overall, telecom M&A activity in EMEA is such as Google, Rackspace, Microsoft and to 2013’s deal activity, with nine TMT expected to continue at high levels in 2014. Amazon, there is still room for disruption deals in the EMEA top 20. Deal value in Further M&A drivers include investment and the wide variety of startup cloud niches TMT recorded a 97% uptick over 2012’s in faster networks, low profit margins and is expected to accelerate acquisitions at the total of €49.3bn, positioning itself as operators’ desire to complement their mid-market level. the most active sector overall with offering with cable and internet assets to €97.2bn worth of deals, bucking 2013’s conquer market share and extract synergies. Meanwhile, weaker quarterly earnings last overall downwards trend. Dealmakers year have pushed IBM into talks to sell its also clocked up air miles, as most of Quad-play needs and international low-end server business to China-based the largest deals involved cross-border consolidation will continue to fuel M&A, Lenovo, as Europe’s technology scene is activity, both in Europe and in the US. following Virgin Media’s €18.5bn sale boosted slightly by deep-pocketed Asian to US competitor Liberty Global. At the investors. Other notable cross-border Telecom firms Verizon and Vodafone took same time, the battle for content goes on, transactions between Asia and Europe last TMT to the very top of EMEA’s M&A chart, with broadcaster ITV regularly hitting the year include Softbank’s €1.1bn investment with Verizon purchasing Vodafone’s 45% rumour mill as a target for players like BT in Supercell and NTT Data’s purchase of stake in Verizon’s US business for €94bn or Liberty Global. Spanish IT service company Everis. in June. Vodafone nabbed a second mention in the top 10 deal chart, with its While some consolidate, others opt to break Salesforce’s €1.9bn purchase of ExactTarget €7.7bn bid to acquire Kabel Deutschland, up. Following its “identity crisis”, Vivendi – along with a number of digital advertising completed in December. decided to focus on media, divesting most of IPOs in 2013 – placed digital marketing in its telco assets. In 2014, the French business the spotlight. In July, Telefonica Deutschland, which will remain in the spotlight as it conducts owns the O2 brand, announced it would the spin-off of telco SFR, which could be The growing need to scale up marketing acquire KPN’s German mobile division followed by a potential merger with peer platforms is tipped to stimulate consolidation E-Plus for €8.1bn, but the deal is still Numericable. Once the housekeeping is among global players such as Yahoo! and subject to regulatory approval. The done, Vivendi could become more acquisitive eBay, said a sector banker, while Facebook’s European Commission, which is scheduled on the media front. growing emphasis on strengthening its to conclude its investigation by May, cited mobile capabilities could see it acquire more concerns that the merger could reduce In the advertising world, the mega merger niche services along the lines of India-based German market competition. The final between French advertising group Publicis Little Eye Labs, which Facebook acquired decision is likely to have a significant and its US peer Omnicom was last year’s earlier this year. Moreover, retailers, bearing on any further EU consolidation headline grabber. The unexpected deal internet companies and financial providers’ going forward. toppled market leader WPP, creating a new appetite for mobile, cross-channel, and advertising giant with a combined market multichannel analytics and campaign EU antitrust barriers to further telecom capitalisation of €27.45bn. WPP’s CEO Sir management technology will gain further consolidation mean that European players Martin Sorrell has shrugged off further ground in Europe this year, where larger may be more eager to buy newly-available consolidation prospects, but low value, retailers and online service providers lag assets in Eastern Europe, Central Europe high volume deal activity is expected to behind their US counterparts. and South America. But the fact that the remain a trend especially in emerging European telecom sector remains relatively markets and in the adtech space. Although software deals dominated fragmented (on a regional basis) combined technology M&A activity last year, Google’s with a lack of saturation in broadband Technology M&A activity rose by 22.3% and €2.3bn purchase of Nest – following its means that the space also offers North stood at €122.7bn, lifted by increasing cloud €9.6bn acquisition of Motorola in 2012 – American companies attractive takeover services consolidation and a considerable rise could prompt an incoming surge in demand opportunities. AT&T’s reported interest in in mobile technology spending, particularly in for hardware products, particularly wearable Vodafone is one notable example. the consumer and financial services sectors. technology and smart products in cars and homes. The automotive technology market, Despite high levels of activity, not all deals The ongoing transition to the cloud – as a result, could be set for a wave of come easily. America Movil’s failed €7.2bn highlighted by IBM’s €1.48bn acquisition of innovation and there are increasing signs bid for the 70.23% stake in Royal KPN SoftLayer Technologies and Oracle’s €1.1bn of collaboration between car makers and (Koninklijke KPN) it does not own is proof acquisition of Responsys – continues to drive new entrants into the automotive space, of such. Movil’s billionaire owner Carlos deals as traditional technology companies such as Google and Nvidia Corp. Slim had wanted to take advantage of seek to make further inroads and bolster wireless internet growth in Europe – their presence in the cloud market. With by Vinjeru Mkandawire, Sofia Cerqueira and he may still look to do so. only a handful of established cloud providers and Arielle Bikard

DEAL DRIVERS – EMEA - TMT 31 telecoms, media & technology Top 15 Announced Deals for Year Ending 31 DECEMBER 2013 (any european involvement)

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

02-Sep-13 P Verizon Communications Inc Verizon Wireless Inc (45% stake) Vodafone Group Plc 94,065

06-Feb-13 C Liberty Global Inc Virgin Media Inc 18,485

09-Aug-13 L America Movil SAB de CV Koninklijke KPN NV (70.23% stake) 17,001

28-Jul-13 P Publicis Groupe SA Omnicom Group Inc 14,587

24-Jun-13 C Vodafone Group Plc Kabel Deutschland Holding AG 8,634

23-Jul-13 P Telefonica Deutschland Holding AG E-Plus Mobilfunk GmbH & Co KG Koninklijke KPN NV 8,550

25-Jul-13 C Activision Blizzard Inc; and Leonard Green Activision Blizzard Inc (53.75% stake) Vivendi SA 6,175 & Partners LP

02-Sep-13 P Microsoft Corporation Nokia Oyj (Devices and Services Business) Nokia Oyj 5,440

31-Mar-13 L Baskindale Limited Orascom Telecom Holding SAE VimpelCom Ltd 4,982

05-Nov-13 P Emirates Telecommunications Corporation Maroc Telecom (53% stake) Vivendi SA 4,510

14-Nov-13 P Cyfrowy Polsat SA Polkomtel Sp zoo (83.77% stake) Karswell Limited; Sensor Overseas Limited; 3,649 and Elektrim SA

19-Jun-13 C BC Partners Limited Springer Science + Business Media EQT Partners AB; and GIC Special Investments 3,300 Deutschland GmbH Pte Ltd

27-Mar-13 C VTB Bank OAO Tele2 Russia Telecom Tele2 AB 2,780

02-Sep-13 P Vodafone Group Plc Vodafone Italia (23% stake) Verizon Communications Inc 2,653

05-Nov-13 P PPF Group Telefonica O2 Czech Republic as (65.9% stake) Telefonica SA 2,467

C= Completed; P= Pending; L= Lapsed

DEAL DRIVERS – EMEA - TMT 32

telecoms, media & technology Mix of deals by geographic region

Value volume

0.5% 2.1% UK & Ireland 18.3% 11.7% 26.5% 27.1% Germanic France Italy 15.2% 10.5% Iberia Benelux 5.6% Nordic 8.2% 16.6% Central & Eastern Europe 2.5% 4.3% 4.2% 28.1% Other 3.8% 3.6% 11.2%

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

60,000 250

225 50,000 200

175 40,000 150

30,000 125 Volume

Value (€m) Value 100 20,000 75

50 10,000 25

0 0 Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4 Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4 07 07 07 07 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 12 12 13 13 13 13 07 07 07 07 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 12 12 13 13 13 13 Quarter ended Quarter ended

Moving average trend line 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.

DEAL DRIVERS – EMEA - TMT 33 telecoms, media & technology financial advisers top 20 – ranked by value top 20 – ranked by volume

2012 2013 Company Name Value Number 2012 2013 Company Name Value Number (€m) of Deals (€m) of Deals 3 1 Goldman Sachs 159,923 27 1 1 PwC 1,624 28 2 2 JPMorgan 146,392 22 3 2 Goldman Sachs 159,923 27 1 3 Morgan Stanley 137,737 17 5 3 JPMorgan 146,392 22 22 4 Bank of America Merrill Lynch 129,297 15 9 4 EY 5,362 22 8 5 UBS Investment Bank 120,246 14 6 5 Deloitte 228 21 10 6 Barclays 112,601 18 7 6 KPMG 8,817 20 - 7= Guggenheim Partners 96,718 2 13 7 Barclays 112,601 18 - 7= Paul J. Taubman 96,718 2 15 8 Citi 28,997 18 15 9 Citi 28,997 18 2 9 Morgan Stanley 137,737 17 4 10 Credit Suisse 25,877 11 25 10 Bank of America Merrill Lynch 129,297 15 41 11 BNP Paribas 21,552 12 8 11 Rothschild 21,192 15 11 12 Rothschild 21,192 15 11 12 UBS Investment Bank 120,246 14 13 13 Moelis & Company 19,149 4 57 13 BNP Paribas 21,552 12 - 14 LionTree Advisors 19,055 2 4 14 Lazard 8,447 12 6 15 Deutsche Bank 18,356 8 10 15 Credit Suisse 25,877 11 - 16 Perella Weinberg Partners 11,326 4 23 16 M&A International 77 11 17 17 ABN AMRO Bank 10,958 4 19 17 Grant Thornton Corporate Finance 52 11 19 18 HSBC 10,446 8 32 18 Altium Capital 271 10 97 19 ING 9,769 5 33 19 Stella Advisors 177 9 36 20 KPMG 8,817 20 49 20 BDO 133 9

The financial adviser league tables by value and volume have been run from 01/01/2013 to 31/12/2013, excluding lapsed and withdrawn deals. The tables are pan-European and cover the Computer- software, hardware and semiconductors; Telecoms- hardware and carriers; Internet/e-Commerce and Media sectors. legal advisers top 20 – ranked by value top 20 – ranked by volume

2012 2013 Company Name Value Number 2012 2013 Company Name Value Number (€m) of Deals (€m) of Deals 26 1 De Brauw Blackstone Westbroek 122,771 13 1 1 DLA Piper 2,545 42 4 2 Wachtell, Lipton, Rosen & Katz 117,822 5 3 2 Freshfields Bruckhaus Deringer 18,298 39 30 3 Slaughter and May 114,271 11 2 3 Allen & Overy 29,124 29 15 4 Jones Day 113,471 25 6 4 Jones Day 113,471 25 13 5 Davis Polk & Wardwell 104,971 13 15 5 CMS 10,019 25 - 6 Simpson Thacher & Bartlett 104,799 9 41 6 Weil Gotshal & Manges 99,539 24 94 7 Weil Gotshal & Manges 99,539 24 5 7 Clifford Chance 25,727 23 129 8 Macfarlanes 96,858 5 8 8 White & Case 17,366 22 76 9 Debevoise & Plimpton 95,702 5 4 9 Linklaters 11,035 21 25 10 Latham & Watkins 44,745 19 13 10 Latham & Watkins 44,745 19 7 11 Shearman & Sterling 30,025 12 19 11 Hogan Lovells International 22,281 18 2 12 Allen & Overy 29,124 29 12 12 Baker & McKenzie 3,297 18 54 13 Milbank Tweed Hadley & McCloy 28,013 10 21 13 King & Wood Mallesons 2,630 17 12 14 Clifford Chance 25,727 23 11 14 Kirkland & Ellis 9,517 16 93 15 Cravath, Swaine & Moore 22,571 5 29 15 Orrick Herrington & Sutcliffe 699 16 21 16 Hogan Lovells International 22,281 18 7 16 Skadden Arps Slate Meagher & Flom 17,678 14 177 17 Ropes & Gray 21,173 7 83 17 Morrison & Foerster 2,091 14 267 18 O'Melveny & Myers 19,767 11 33 18 Vinge 228 14 3 19 Cleary Gottlieb Steen & Hamilton 19,361 5 17 19 De Brauw Blackstone Westbroek 122,771 13 20 20 Fried Frank Harris Shriver & Jacobson 18,578 3 59 20 Davis Polk & Wardwell 104,971 13

The legal adviser league tables by value and volume have been run from 01/01/2013 to 31/12/2013 and include lapsed and withdrawn deals. The tables are pan-European and cover the Computer- software, hardware and semiconductors; Telecoms- hardware and carriers; Internet/e-Commerce and Media sectors.

DEAL DRIVERS – EMEA - TMT 34 transportation

transportation

On the back of last year’s 12% dip in investors, Vitaly Yuzhilin and Andrey Kobzar, However, a distressed sector is also often transportation M&A values, 2014 could be for €1,18bn. an opportunity for concentrations, spin- a similarly taxing period – but an influx offs, and refinancing activity that will keep of possible interest from the Middle East Despite the promise of an influx of investment, M&A players throughout Europe alert. into Europe could offer some uplift. there are some concerns around the capacity for growth in the transport sector. Additionally, there is a strong pipeline of European transport M&A activity reached Overcapacity, pressure on volumes and possible transactions. A.P. Moller-Maersk, €17.82bn last year versus €20.32bn worth rates and escalating competition could likely the Danish oil and shipping giant, is interested of deals in 2012. These figures suggest a challenge the EMEA shipping, airline and in further disposals. The company has mitigated outlook for 2014. rail sectors in 2014. several smaller subsidiaries it is willing to divest if suitable buyers come along. Some Cross border deals in the rail and urban Shipping is likely to be one of the more potential bidders have already been named transport sector between European distressed sub-sectors, and companies such as the Norwegian auto transportation companies and Gulf-based operators could will try to combat overcapacity and unstable company Hoegh Autoliners, in which come to the forefront in 2014. Saudi Arabia rates in 2014 by stalling ships and operating Maersk holds a 37% stake; the Danish is investing more than €32.9bn to develop vessels below their maximum speed to container manufacturer Maersk Container its rail networks, according to UK Trade & reduce fuel costs. Container and crude Industry, and the floating oil production unit Investment: “Its ambition of a better and tanker markets are likely to face the biggest company Maersk FPSO’s. Seravalle, the bigger railway is starting to come into life, challenge, particularly as the container Italian motorway operator controlled by the with its new railway projects covering a total vessel fleet is likely to continue growing province of Milan, has already appointed length of 7,000km.” Such investment could faster than underlying demand. Liquefied advisors for its IPO. The Hungarian low- act as a springboard for improving sentiment natural gas (LNG) and offshore shipping cost airline Wizz Air maintains plans to and encourage increased M&A activity. will be more insulated by their use of long- IPO in London, after Q2 2014. Majority term contracts and their relatively stable owners Indigo Partners have reportedly In terms of value, transport last year cash flows. mandated Barclays, JPMorgan and Citi accounted for 3.7% of European deals, as advisers. while the volume of deals made up 3.9%. Diversified shipping companies are likely Italy saw the largest share of deal value to be more stable. The likes of Sovcomflot Transport infrastructure will also offer with 18.3%, with the UK and Ireland posting and A.P. Moeller-Maersk, are better placed opportunities with a key driver being the 18.1%, followed by CEE (12.8%), Benelux to generate solid EBITDA and cash flows, privatisation of national infrastructure to (11.4%), Germany (8.9%), Iberia (8.6%), but those that concentrate on challenging reduce government debt levels and secure Nordic (8.4%), and France (7.2%). areas such as container shipping will find sustainable traffic growth. it more difficult to generate cash flow and By quarter, the value of Transport M&A look vulnerable. by Francesca Ficai activity in Q1 2013 was €6.5bn with 51 deals, Q2 2013 was €5.9bn with 59 deals, The UK rail sector is expected to fare Q3 2013 was €3.4bn with 48 deals, and Q4 better thanks to its franchising process. 2013 was €2.1bn with 60 deals. This makes earnings more predictable, resulting in a stable outlook and a more Amongst many others, deals above €1bn predictable growth rate making it an occurring in 2013, were Atlantia (Italy) attractive investment proposition. buying Gemina (Italy) for €3bn, The Manchester Airports Group (UK) buying EMEA airlines are expected to stabilise in Stansted Airport (UK) from Heathrow 2014 on the back of an improving economy Airport Holdings (UK) for €1.78bn, and and a resulting increase in air travel demand. Global Infrastructure Partners (US) buying This, in turn, could strengthen competition. 35% of Terminal Investment Limited SA Older incumbent European airlines competing (Netherlands) from MSC Mediterranean fiercely with low-cost carriers will also Shipping Company SA (Italy) for €1.5bn. have to cope with Gulf carriers that are Public Sector Pension Investment Board aggressively expanding their fleets and (Canada) bought HOCHTIEF AirPort GmbH adding to overcapacity. Airlines with less (Germany) from Hochtief AG (Germany) diversified networks, weaker positions on for €1.5 bn; and Global Ports Investments core routes and less flexible cost structures, Plc (Cyprus) bought National Container such as Alitalia and Iberia, are more exposed Company (Russia) LLC from two private to the impact of these changes.

DEAL DRIVERS – EMEA - TRANSPORTATION 35 transportation Top 15 Announced Deals for Year Ending 31 DECEMBER 2013 (any european involvement)

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

08-Mar-13 C Atlantia SpA Gemina SpA 3,053

18-Jan-13 C The Manchester Airports Group plc Stansted Airport Limited Heathrow Airport Holdings Ltd 1,787

01-Apr-13 C Global Infrastructure Partners Terminal Investment Limited SA (35% stake) MSC Mediterranean Shipping Company SA 1,501

07-May-13 C Public Sector Pension Investment Board HOCHTIEF AirPort GmbH Hochtief AG 1,500

02-Sep-13 C Global Ports Investments Plc National Container Company LLC Vitaly Yuzhilin (Private investor); and 1,189 Andrey Kobzar (Private investor)

21-Aug-13 C Autobuses de Oriente ADO SA de CV Avanza Agrupacion para el Transporte SL Doughty Hanson & Co 800

30-Jun-13 C Vinci SA; and Credit Agricole Assurances SA Aeroports de Paris SA (9.49% stake) Government of France; and Fonds 738 Strategique d'Investissement SA

16-May-13 P Dogus Holding AS Istanbul Salipazari Kruvaziyer Limani/Istanbul Republic of Turkey Prime Ministry 544 Salipazari Cruise Port (Galataport) Privatisation Administration

01-Aug-13 C Aeropuertos Espanoles y Navegacion Aerea London Luton Airport Operations Ltd TBI Limited 496 SA; and Ardian

22-Oct-13 P Universities Superannuation Scheme Limited Heathrow Airport Holdings Ltd (8.65% stake) Ferrovial SA 462

05-Apr-13 C Nordic Capital Unifeeder A/S Montagu Private Equity LLP 400

25-Jan-13 C China Merchants Holdings (International) Terminal Link SA (49% stake) CMA-CGM SA 400 Company Limited

14-Jan-13 C Mecheltrans Management Company OOO Vanino Commercial Sea Port JSC (73.33% stake) Government of Russian Federation 388

22-Mar-13 C OHL Concesiones SA Abertis Infraestructuras SA (3% stake) La Caixa 342

22-Jul-13 C ADC & HAS Airports Inc Stockholm Skavsta Airport AB (90.1% stake); TBI Limited 284 Belfast International Airport; TBI Limited (Airport Management Business in the US); and Orlando Sanford International Airport (Concessions)

C= Completed; P= Pending; L= Lapsed

DEAL DRIVERS – EMEA - TRANSPORTATION 36

transportation Mix of deals by geographic region

Value volume

6.3% 4.6% 14.2% UK & Ireland 18.1% 12.8% 17.0% Germanic France 12.8% 8.9% Italy 8.4% Iberia 14.7% Benelux 7.2%

Nordic 11.4% 16.1% Central & Eastern Europe 10.1% 8.6% Other 18.3% 2.8% 7.8%

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

20,000 80

70

15,000 60

50

10,000 Volume 40 Value (€m) Value

30

5,000 20

10

0 0 Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4 Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4 07 07 07 07 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 12 12 13 13 13 13 07 07 07 07 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 12 12 13 13 13 13 Quarter ended Quarter ended

Moving average trend line 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.

DEAL DRIVERS – EMEA - TRANSPORTATION 37 transportation financial advisers top 20 – ranked by value top 20 – ranked by volume

2012 2013 Company Name Value Number 2012 2013 Company Name Value Number (€m) of Deals (€m) of Deals 8 1 Deutsche Bank 9,830 6 21 1 Deloitte 1,639 12 22 2 BNP Paribas 5,316 5 10 2 KPMG 210 9 1 3 Barclays 3,830 4 36 3 ING 1,952 7 31 4 Rothschild 3,772 5 7 4 Deutsche Bank 9,830 6 6 5 Goldman Sachs 3,537 3 1 5 PwC 75 6 40 6 UniCredit Group 3,453 2 14 6 BNP Paribas 5,316 5 11 7 Credit Suisse 3,356 3 3 7 Rothschild 3,772 5 19 8 Leonardo & Co 3,224 4 11 8 Barclays 3,830 4 - 9 Mediobanca 3,053 2 43 9 Leonardo & Co 3,224 4 20 10= Banca IMI/Intesa Sanpaolo 3,053 1 19 10 Citi 1,537 4 - 10= Intermonte Securities Corporate 3,053 1 75 11 HSBC 684 4 Finance 17 12 Lazard 462 4 15 10= Royal Bank of Scotland Group 3,053 1 15 13 Societe Generale 362 4 7 13 JPMorgan 2,587 3 - 14 DNB Markets 345 4 61 14 ING 1,952 7 2 15 EY 104 4 - 15 Gleacher Shacklock 1,787 2 6 16 Goldman Sachs 3,537 3 10 16 VTB Capital 1,646 3 18 17 Credit Suisse 3,356 3 41 17 Deloitte 1,639 12 8 18 JPMorgan 2,587 3 13 18 Citi 1,537 4 12 19 VTB Capital 1,646 3 28 19 Sberbank CIB 1,189 1 - 20 Macquarie Group 1,055 3 - 20 Macquarie Group 1,055 3

The financial adviser league tables by value and volume have been run from 01/01/2013 to 31/12/2013, excluding lapsed and withdrawn deals. The tables are pan-European and cover the Transportation sector. legal advisers top 20 – ranked by value top 20 – ranked by volume

2012 2013 Company Name Value Number 2012 2013 Company Name Value Number (€m) of Deals (€m) of Deals 1 1 Freshfields Bruckhaus Deringer 8,837 17 1 1 Freshfields Bruckhaus Deringer 8,837 17 5 2 Linklaters 3,724 10 2 2 Linklaters 3,724 10 - 3 d'Urso Gatti e Bianchi - Studio 3,097 2 10 3 Clifford Chance 1,113 10 Legale Associato 6 4 DLA Piper 75 10 162 4 Latham & Watkins 3,053 2 93 5 CMS 210 6 19 5= Bonelli Erede Pappalardo 3,053 1 8 6 Thommessen 292 5 - 5= Chiomenti Studio Legale 3,053 1 15 7 Gorrissen Federspiel 209 5 - 5= Legance – Avvocati Associati 3,053 1 31 8 Eversheds 101 5 - 5= Studio Legale Carbonetti 3,053 1 5 9 Baker & McKenzie 1,200 4 27 9 Slaughter and May 2,102 2 142 10 Deloitte Legal 800 4 31 10 Herbert Smith Freehills 1,856 3 4 11 White & Case 407 4 - 11 Morrison & Foerster 1,501 1 27 12= Kromann Reumert 400 4 - 12 Kinstellar 1,500 1 12 12= Plesner 400 4 15 13 Baker & McKenzie 1,200 4 38 14 Herbert Smith Freehills 1,856 3 70 14 Dentons 1,189 1 3 15 Allen & Overy 766 3 4 15 Clifford Chance 1,113 10 116 16 Gibson Dunn & Crutcher 406 3 80 16 Allens 827 2 - 17 BA-HR 396 3 142 17 Deloitte Legal 800 4 - 18 Oppenhoff & Partner 354 3 2 18 Allen & Overy 766 3 14 19 Norton Rose Fulbright 350 3 - 19 BDGS Associes 738 1 181 20 Vinge 284 3 - 20 Gilbert + Tobin 653 1 The legal adviser league tables by value and volume have been run from 01/01/2013 to 31/12/2013 and include lapsed and withdrawn deals. The tables are pan-European and cover the Transportation sector.

DEAL DRIVERS – EMEA - TRANSPORTATION 38 pharma, medical & biotech

pharma, medical & biotech

Reflecting the same trend we saw at the These will be up for grabs in the coming see other pharma players follow suit. This end of 2012, the healthcare sector saw the years, ready to plug the gaps in innovation. could be a case study for other players who highest deal volume and value squeezed are seeking to derisk pipelines and be at into the last two quarters of 2013 – a nice Looking back on 2013 the vibes are positive. the forefront of innovation. uptick from the slow start to the year. A total of 351 deals in 2013 bred €32.5bn in deal value compared to the previous year The deal also shows that the life sciences The flurry of transactions included German where 312 deals generated €26.0bn in deal sector, which comprises tools and Bayer’s acquisition of Norwegian oncology value. The volume of deals in 2013 is the technologies that increase efficiencies specialist Algeta for nearly €1.8bn in highest since 2007 and an indication that in the R&D process, has come in the eye December, a transaction which from the the sector has become more fragmented of sector investors, including heavyweight target’s perspective was not about who with more deals happening in the lower buyout funds. Such consolidation is would acquire them but when, given Bayer’s end of the market. expected to continue in the healthcare stronghold on Algeta’s pipeline. We also services sector. saw Grifols’ acquisition of Novartis’ blood Among the top five deals by value was transfusion diagnostics unit in November Actavis’ acquisition of Warner Chilcott in Personalised medicine requires pharma for €1.2bn; and close to finalisation is May for €6.5bn and Perrigo Company’s firms to rely on advanced diagnostic AstraZeneca’s acquisition of Bristol-Myers purchase of Elan Corporation for €4.9bn technologies that can accurately stratify Squibb’s diabetes business unit for an in July. Included in this M&A chart patient populations for a given drug, speed expected €2.4bn, as well as Shire’s takeover however are also two lapsed deals, up drug development timelines and cut of ViroPharma for €2.4bn, all of which bode namely Royalty Pharma’s attempted R&D costs and risks. As patient time well for a strong start to 2014. acquisition of Elan Corporation for an to therapy is decreased and healthcare offer price that reached the €6bn mark authorities see an increased therapeutic In 2013 the pharma, medical and biotech and McKesson’s expected €5.5bn takeover effect, there is an increased likelihood of sector took a 6.8% share of total M&A of German medical group Celesio. reimbursement – a crucial consideration value in Europe, ranking sixth place for medtech and biotechs. among 13 sectors. But with a few deals We can expect to see more cross-border in the final stages of negotiation – such pharma deals in 2014 with China, Japan, Clinical data is the main factor that as the Fresenius/Rhoen-Klinikum saga Europe and the US participating in the will continue to drive investment; but if currently under the scrutiny of the German global M&A scene given that the regulatory timelines can be shortened then that is competition commission, and with market authorities in these regions are aligning a great incentive for all parties involved. pressure on some sizeable companies themselves to similar standards. such as UK-based AstraZeneca to build by Mintoi Chessa-Flora upon an ailing pipeline, there is bound to The peaks and troughs in deal value that be more activity in 2014. This could see marked the various quarters of 2010-2012 the pharma sector climb the transaction appeared to ease off in 2013, prospecting value chart. perhaps an environment where the ongoing deals will be of a similar size and also more And while deal volume remains comparable evenly spread out throughout the year. to numbers recorded in the buoyant quarters of 2006 and 2007, deal value on the Johnson & Johnson’s (J&J’s) sale of its other hand does not live up to the same ortho-clinical diagnostics unit to private reputation. Yet, though global levels of M&A equity group Carlyle for €3bn adheres remain low, 2013 saw a definite increase to last year’s prediction that big pharma in healthcare M&A deal value in Europe. companies are streamlining their portfolios A higher number of deals suggests a to narrow their focus on cash generating friendly environment for healthcare M&A, assets. J&J’s prescription medicines a trend that is likely to spill over into 2014. reportedly emerged as the strongest part of its portfolio in recent quarters, offsetting A shift in strategy whereby early-stage slower growth in its medical devices and venture capital investments are increasingly consumer products portfolio. becoming ‘asset-centric’ – namely relying on companies formed around a single asset An overhaul of its manufacturing processes whose platform technology is sure to breed led by recently appointed Chief Executive returns – means that some interesting Officer Alex Gorsky was one of the ways companies are in the incubation process. it maximised efficiencies and which can

DEAL DRIVERS – EMEA - PHARMA, MEDICAL & BIOTECH 39 pharma, medical & biotech Top 15 Announced Deals for Year Ending 31 DECEMBER 2013 (any european involvement)

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

20-May-13 C Actavis Inc Warner Chilcott Plc 6,546

18-Apr-13 L Royalty Pharma Elan Corporation Plc 5,984

24-Oct-13 L McKesson Corporation Celesio AG Franz Haniel & Cie GmbH 5,598

29-Jul-13 C Perrigo Company Elan Corporation Plc 4,921

13-Sep-13 P HELIOS Kliniken GmbH Rhoen-Klinikum AG (43 hospitals) Rhoen-Klinikum Aktiengesellschaft 3,070

19-Dec-13 P AstraZeneca Plc Bristol-Myers Squibb Company (Diabetes Business) Bristol-Myers Squibb Company 2,488

11-Nov-13 P Shire Plc ViroPharma Incorporated 2,434

06-Feb-13 C Biogen Idec Inc Elan Corporation Plc (Tysabri business) Elan Corporation Plc 2,404

19-Dec-13 P Bayer AG Algeta ASA 1,790

11-Nov-13 P Grifols SA Novartis AG (Blood transfusion diagnostics unit) Novartis AG 1,249

29-Apr-13 C Bayer HealthCare LLC Conceptus Inc 844

30-Sep-13 P Aspen Pharmacare Holdings Limited GlaxoSmithKline Plc (Fraxiparine and GlaxoSmithKline Plc 838 Arixtra operations)

16-Dec-13 P GlaxoSmithKline Plc GlaxoSmithKline Pharmaceuticals Ltd (24.3% stake) 752

10-Sep-13 P EQT Partners AB Terveystalo Healthcare Oyj Bridgepoint 650

19-Dec-13 P Jazz Pharmaceuticals Inc Gentium 643

C= Completed; P= Pending; L= Lapsed

DEAL DRIVERS – EMEA - PHARMA, MEDICAL & BIOTECH 40

pharma, medical & biotech Mix of deals by geographic region

Value volume 0.4% 3.2% 2.8% 10.3% UK & Ireland 14.6% 20.5% Germanic

France 2.0% 14.5% 1.5% Italy 4.3% Iberia 51.8% 5.6% Benelux 20.5% 7.1% Nordic

Central & Eastern Europe 6.8% 16.5% Other 4.3% 13.1%

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

35,000 110

100 30,000 90

25,000 80

70 20,000 60 Volume

Value (€m) Value 50 15,000 40

10,000 30

20 5,000 10

0 0 Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4 Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4 07 07 07 07 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 12 12 13 13 13 13 07 07 07 07 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 12 12 13 13 13 13 Quarter ended Quarter ended

Moving average trend line 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.

DEAL DRIVERS – EMEA - PHARMA, MEDICAL & BIOTECH 41 pharma, medical & biotech financial advisers top 20 – ranked by value top 20 – ranked by volume

2012 2013 Company Name Value Number 2012 2013 Company Name Value Number (€m) of Deals (€m) of Deals 1 1 Goldman Sachs 17,128 12 2 1 Rothschild 2,406 19 4 2 Deutsche Bank 12,286 7 1 2 PwC 1,333 14 2 3 Morgan Stanley 10,092 7 6 3 Goldman Sachs 17,128 12 5 4 Bank of America Merrill Lynch 9,775 9 21 4 Lazard 3,903 11 31 5 Citi 8,020 5 11 5 Jefferies 3,688 11 48 6 Ondra Partners 7,325 2 12 6 EY 746 11 - 7 Greenhill & Co 6,546 1 3 7 KPMG 201 11 11 8 Barclays 6,272 8 4 8 Deloitte 500 10 - 9 Centerview Partners 4,956 5 15 9 Bank of America Merrill Lynch 9,775 9 101 10 Davy Corporate Finance 4,921 1 5 10 JPMorgan 1,529 9 13 11 Lazard 3,903 11 16 11 Barclays 6,272 8 12 12 Jefferies 3,688 11 27 12 DC Advisory 492 8 10 13 Perella Weinberg Partners 3,237 4 9 13 Deutsche Bank 12,286 7 7 14 Rothschild 2,406 19 8 14 Morgan Stanley 10,092 7 52 15 DNB Markets 1,790 1 43 15 Grant Thornton Corporate Finance 50 7 9 16 UBS Investment Bank 1,766 3 13 16 BDO 976 6 33 17 Banco Bilbao Vizcaya Argentaria 1,580 4 14 17 M&A International 4 6 3 18 JPMorgan 1,529 9 33 18 Citi 8,020 5 16 19 PwC 1,333 14 - 19 Centerview Partners 4,956 5 65 20 Nomura Holdings 1,250 1 53 20 Perella Weinberg Partners 3,237 4

The financial adviser league tables by value and volume have been run from 01/01/2013 to 31/12/2013, excluding lapsed and withdrawn deals. The tables are pan-European and cover the Biotechnology; Medical; and Pharmaceuticals sectors. legal advisers top 20 – ranked by value top 20 – ranked by volume

2012 2013 Company Name Value Number 2012 2013 Company Name Value Number (€m) of Deals (€m) of Deals 9 1 Davis Polk & Wardwell 23,625 11 1 1 CMS 716 19 57 2 A&L Goodbody 14,990 10 10 2 Latham & Watkins 13,693 17 3 3 Latham & Watkins 13,693 17 8 3 Allen & Overy 2,626 15 62 4 Sullivan & Cromwell 13,514 7 3 4 Clifford Chance 701 15 4 5 Freshfields Bruckhaus Deringer 12,713 13 4 5 Jones Day 1,815 14 150 6 Matheson 12,530 2 6 6 Freshfields Bruckhaus Deringer 12,713 13 2 7 Skadden Arps Slate Meagher & Flom 12,357 10 20 7 Weil Gotshal & Manges 2,118 13 29 8 Fried Frank Harris Shriver & Jacobson 11,868 6 26 8 Davis Polk & Wardwell 23,625 11 37 9 Gleiss Lutz 11,272 5 7 9 Linklaters 6,977 11 28 10 White & Case 7,717 9 56 10 A&L Goodbody 14,990 10 - 11 Cadwalader, Wickersham & Taft 7,620 5 18 11 Skadden Arps Slate Meagher & Flom 12,357 10 5 12 Linklaters 6,977 11 2 12 Baker & McKenzie 1,909 10 12 13 Hengeler Mueller 6,850 8 5 13 DLA Piper 405 10 - 14= Arthur Cox 6,546 1 12 14 White & Case 7,717 9 8 14= Cleary Gottlieb Steen & Hamilton 6,546 1 63 15 Osborne Clarke 1,451 9 14 16 Loyens & Loeff 6,296 5 11 16 Hengeler Mueller 6,850 8 - 17 Lefosse Advogados 6,048 2 13 17 Hogan Lovells International 877 8 38 18 Ashurst 5,984 5 - 18 SJ Berwin 499 8 - 19= Akin Gump Strauss Hauer & Feld 5,984 1 25 19 Cuatrecasas, Goncalves Pereira 90 8 131 19= Mason Hayes & Curran 5,984 1 84 20 Sullivan & Cromwell 13,514 7

The legal adviser league tables by value and volume have been run from 01/01/2013 to 31/12/2013 and include lapsed and withdrawn deals. The tables are pan-European and cover the Biotechnology; Medical; and Pharmaceuticals sectors.

DEAL DRIVERS – EMEA - PHARMA, MEDICAL & BIOTECH 42 construction

construction

Hopes that merger and acquisition activity for financial investors. It is one of the few purchase of an 87.5% stake in German across the EMEA construction sector companies on the Austrian Stock Exchange bathroom and kitchen fittings group Grohe would improve during the second half of with a 100% free-float, although observers by LIXIL Group and the Development Bank 2013 proved short-lived as dealmakers believe a hostile takeover could now be more of Japan. The vendors were private equity saw transaction volumes and values difficult after it changed the threshold for a group TPG Capital and DLJ Merchant decline in the period. mandatory offer from 30% to 20%. Banking Partners.

Sluggish economic growth across the As part of the ongoing shake-up of the Private equity firm Bregal Capital was Eurozone and concerns about the US European cement and aggregates business, behind a €270m bid for UK-based boiler economy in the wake of the partial there were a number of transactions last and radiator maker Ideal Stelrad, while government shutdown in October put a year, with more forecast in 2014. UAE-based Al Nowais Group acquired a 40% dampener on transaction activity, while stake in Archirodon Group, a Netherlands- sovereign debt worries and credit concerns In a deal reminiscent of Lafarge and headquartered construction and engineering were never far from the surface. Tarmac’s move to combine their UK group, for approximately €141.6m. aggregates operations in 2012, Cemex If transaction levels were to continue at a and Holcim agreed to merge their Spanish The IPO market for the construction sector similar pace throughout 2014, deal activity cement, ready-mix and aggregates remained muted during 2013, but Tarkett, in the sector could fall to its lowest point operations, while HeidelbergCement, the the French flooring solutions group, since 2005. But looking through the gloom German building materials company, could announced the terms of a public listing there are reasons for cautious optimism. look to sell more non-core assets in the which could value it at around €1.85bn. Economic growth across Europe is forecast US and UK with a number of private equity to improve – albeit slowly – while in an effort firms believed to be interested. There is talk that UK-based Polypipe could to stimulate growth across the Eurozone look to float later this year. Private equity the ECB cut its benchmark interest rate to Irish building materials group CRH is also backers Caird Capital are believed to be a record low of 0.25% in November. looking to divest further non-core assets sounding out potential buyers. Observers with the focus on building on its Eastern suggest a listing could value Polypipe at Indeed, there have already been some European footprint, which includes Poland, about €487.6m. signs of a tentative pick-up in M&A activity. the Ukraine and Western Russia. CRH In January, UK construction and civil spent €220m in the second half of 2013, UK house builder Miller Group is also engineering group AMEC outlined terms to bring the total development outlay for thought to be considering a break-up for a recommended €3.9bn takeover offer the year to €690m. Deals included the followed by a potential flotation. Private for Foster Wheeler, its Swiss-based rival. purchase of stakes in Belgium-based equity group Blackstone owns 55% of heating and water treatment products Miller, after a refinancing deal in 2011, AMEC, which last year made an unsuccessful group Lambrechts and Netherlands-based with 30% held jointly by Lloyds, Royal Bank attempt to buy UK-based oil and gas services construction materials distributor Wijck’s of Scotland and National Australia Bank. group Kentz for €853m, said the Foster Afbouwmaterialen. The group also paid Wheeler deal would more than double its €96m for Ukraine-based cement company by Malcolm Locke revenues from emerging markets and give it PJSC Mykolaiv Cement. increased exposure to Latin America. Belgium actually proved to be one of the Bilfinger, the German industrial services more active countries in the Eurozone and construction company, is also planning for M&A activity last year. Ackermans to make several large acquisitions in the & Van Haaren acquired Compagnie coming year aided by a war chest boosted d’Enterprises from French group Vinci in by the proceeds from the sales of its a three stage deal valued at more than concession businesses. Last year, the €1.52bn, APK bought Rasenberg Holdings, group sold its road construction activities a Netherlands-based infrastructure in Germany to add to its existing €850m services group, while Eiffage, the French cash pile. construction group, bought three Belgium- based steel fabrication and construction Wienerberger is also looking to sell a number companies – Iemants, Smulders Projects of production plants as part of an ongoing and Williams Staalconstructies. divestment programme. The Austrian building materials group has also been Other notable transactions across the mentioned as a possible takeover target EMEA region included the €2.7bn joint

DEAL DRIVERS – EMEA - CONSTRUCTION 43 construction Top 15 Announced Deals for Year Ending 31 DECEMBER 2013 (any european involvement)

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

24-Dec-13 P Mr. Ruslan Baysarov (Private investor) Stroygazconsulting (SGC) (30% stake) Mr. Ziyad Manasir (Private investor) 3,504

26-Sep-13 P Development Bank of Japan Inc; and Grohe AG (87.5% stake) TPG Capital LP; and DLJ Merchant Banking Partners 2,651 LIXIL Group Corporation

24-Jul-13 P Ambuja Cements Limited ACC Limited (50.01% stake) Holcim Ltd 1,840

18-Jan-13 P OCI NV Orascom Construction Industries SAE (25% stake) 1,660

06-Feb-13 C Salini Costruttori SpA Impregilo SpA (70.16% stake) 1,579

19-Sep-13 C Ackermans & Van Haaren NV Compagnie d'Entreprises CFE SA (87.89% stake) Vinci SA 1,526

10-Dec-13 P Platinum Equity LLC Volvo Construction Equipment Rents Inc AB Volvo 808

05-Aug-13 C Abertis Infraestructuras SA; and Arteris SA (24.16% stake) 632 Brookfield Infrastructure Partners LP

24-Jun-13 C Lone Star Funds Lafarge SA (North American Gypsum operations) Lafarge SA 535

16-Aug-13 C Bregal Capital LLP Ideal Stelrad Group Limited Bank of Ireland Group; Royal Bank of Scotland 270 Group Plc; and Warburg Pincus LLC

06-Sep-13 C Reggeborgh Groep Royal Volker Wessels Stevin NV (25% stake) CVC Capital Partners Limited 250

03-Sep-13 C Argos SA Lafarge Cementos SA de CV (53.3% stake) Lafarge SA 232

14-May-13 C Baring Private Equity Asia Lafarge India Pvt. Ltd. (14% stake) Lafarge SA 200

11-Jun-13 C Keller Group Plc North American Energy Partners Inc North American Energy Partners Inc 167 (Canadian piling business)

05-Dec-13 P Intermediate Capital Group Plc nora systems GmbH L-EigenkapitalAgentur 166

C= Completed; P= Pending; L= Lapsed

DEAL DRIVERS – EMEA - CONSTRUCTION 44

construction Mix of deals by geographic region

Value volume 0.9% 3.3% 1.8% 11.6% UK & Ireland 15.1% 25.3% Germanic France 32.1% 18.2% Italy 14.7% Iberia 1.5% Benelux

Nordic 14.3%

10.7% Central & Eastern Europe 1.0% 16.4%

Other 4.1% 17.5% 8.0% 3.6%

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

22,000 110

20,000 100

18,000 90

16,000 80

14,000 70

12,000 60 Volume

Value (€m) Value 10,000 50

8,000 40

6,000 30

4,000 20

2,000 10

0 0 Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4 Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4 07 07 07 07 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 12 12 13 13 13 13 07 07 07 07 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 12 12 13 13 13 13 Quarter ended Quarter ended

Moving average trend line 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.

DEAL DRIVERS – EMEA - CONSTRUCTION 45 construction financial advisers top 20 – ranked by value top 20 – ranked by volume

2012 2013 Company Name Value Number 2012 2013 Company Name Value Number (€m) of Deals (€m) of Deals 25 1 BNP Paribas 5,208 7 4 1 EY 172 10 2 2 Citi 4,913 5 1 2 PwC 86 9 16 3 Goldman Sachs 4,230 2 5 3 Deloitte 34 8 4 4 Credit Suisse 3,186 2 17 4 BNP Paribas 5,208 7 - 5 Acxit Capital Management 2,743 2 2 5 KPMG 9 6 91 6= Moelis & Company 2,732 2 11 6 Citi 4,913 5 - 6= Sumitomo Mitsui Financial Group 2,732 2 36 7 Lazard 1,794 5 14 8 Morgan Stanley 2,651 1 19 8 UniCredit Group 518 5 11 9 JPMorgan 2,387 3 18 9 Credit Agricole 200 4 - 10 Axis Capital 1,840 1 31 10 Global M&A Partners - 4 9 11 Lazard 1,794 5 7 11 JPMorgan 2,387 3 - 12= Banca IMI/Intesa Sanpaolo 1,690 3 - 12 Banca IMI/Intesa Sanpaolo 1,690 3 94 12= Rabobank 1,660 3 94 13 Rabobank 1,660 3 - 14= Allen & Company 1,660 1 3 14 Rothschild 1,627 3 1 14= Barclays 1,660 1 - 15 IS Investment Securities 48 3 - 14= CI Capital Holding 1,660 1 29 16= BDO - 3 12 17 Rothschild 1,627 3 - 16= Translink - 3 - 18= Natixis 1,579 1 25 18 Goldman Sachs 4,230 2 - 18= Vitale & Associati 1,579 1 23 19 Credit Suisse 3,186 2 33 20 ING 1,526 1 - 20 Acxit Capital Management 2,743 2

The financial adviser league tables by value and volume have been run from 01/01/2013 to 31/12/2013, excluding lapsed and withdrawn deals. The tables are pan-European and cover the Construction sector. legal advisers top 20 – ranked by value top 20 – ranked by volume

2012 2013 Company Name Value Number 2012 2013 Company Name Value Number (€m) of Deals (€m) of Deals 4 1 Linklaters 4,436 8 3 1 Linklaters 4,436 8 11 2 Clifford Chance 2,978 5 16 2 Weil Gotshal & Manges 2,797 6 45 3 Weil Gotshal & Manges 2,797 6 10 3 DLA Piper 32 6 - 4= Mori Hamada & Matsumoto 2,732 2 7 4 Clifford Chance 2,978 5 - 4= Nagashima Ohno & Tsunematsu 2,732 2 2 5 Freshfields Bruckhaus Deringer 2,304 5 - 6 Nishimura & Asahi 2,651 1 17 6 Allen & Overy 1,860 4 3 7 Freshfields Bruckhaus Deringer 2,304 5 - 7 Willkie Farr & Gallagher 1,526 4 - 8 Amarchand & Mangaldas & Suresh A 1,888 2 14 8 Latham & Watkins 1,180 4 Shroff & Co 5 9 Loyens & Loeff 271 4 - 9 Cleary Gottlieb Steen & Hamilton 1,871 3 46 10 Ashurst 205 4 49 10 Allen & Overy 1,860 4 44 11 Baker & McKenzie 163 4 - 11 Homburger 1,840 1 1 12 CMS 9 4 22 12 Chiomenti Studio Legale 1,675 2 - 13 Lamartine Conseil 8 4 60 13= Jones Day 1,660 1 4 14 Eversheds - 4 - 13= Sarie-Eldin & Partners 1,660 1 - 15 Cleary Gottlieb Steen & Hamilton 1,871 3 - 15= Bonelli Erede Pappalardo 1,579 1 - 16 Shearman & Sterling 767 3 58 15= d'Urso Gatti e Bianchi - Studio Legale 1,579 1 8 17 Hogan Lovells International 646 3 Associato 30 18 Cuatrecasas, Goncalves Pereira 388 3 - 15= Gianni, Origoni, Grippo, Cappelli 1,579 1 & Partners - 19= Bird & Bird 96 3 34 15= Giliberti Pappalettera Triscornia e 1,579 1 61 19= Herbert Smith Freehills 96 3 Associati - 19 Willkie Farr & Gallagher 1,526 4 The legal adviser league tables by value and volume have been run from 01/01/2013 to the 31/12/2013 and include lapsed and withdrawn deals. The tables are pan-European and 35 20 Latham & Watkins 1,180 4 cover the Construction sector.

DEAL DRIVERS – EMEA - CONSTRUCTION 46 the middle east & north africa

The middle east & north africa

The outlook for M&A in the MENA region the UAE, Saudi Arabia, Qatar and Oman, chemicals and manufacturing sectors is is more positive for 2014 than it has that will see the most M&A activity. therefore likely to increase. been for the past two years, partly on the back of a more optimistic outlook for the In regions such as the Levant and North GCC governments will also continue to global economy. This is despite political Africa, M&A will remain virtually non- drive dealmaking as surpluses fuelled by instability in much of the region, which existent or, at least, very limited. hydrocarbon wealth are used to finance mega has drawn such a pall over M&A over the infrastructure projects. However, now that oil last few years. The economic outlook for the region is surpluses are shrinking and the switch from also strong. Gulf Cooperation Council conventional to unconventional oil sources However, any pick up in M&A activity comes (GCC) economic growth is poised to hit has begun, governments are seeking a from a relatively low base. According to 4.7% growth this year, up from 3.7% in greater diversity of revenue sources. For this Mergermarket’s 2013 trend data for the 2013, on the back of the non-oil sector reason, the expansionary policies adopted MENA region, 186 deals were completed, benefiting from large infrastructure by government policymakers is, in part, with a total value of €28.4bn compared with projects, according to a QNB Group report. compensation for declining oil income. 167 deals in 2012 worth €22.9bn. It was also the biggest year for M&A since 2007 when Tighter financial conditions are not expected by Lucia Dore the value of M&A transactions reached to bring about a slowdown in the region’s €35.4bn, with a total of 235 deals. The M&A activity. intervening years saw the total value of M&A deals range between €12.6bn and €23bn. Retail and consumer, healthcare and education – all demographically driven By sector, industrials and chemicals sectors – as well as the traditional oil and accounted for 30% of deals, reaching a gas sector, can be expected to remain the total of €8.5bn, followed by the telecoms, most desirable sectors for M&A. media and technology sector, accounting for 24.2% of transactions, and the In 2014, M&A will be bolstered by private energy, mining and utilities sector which equity exits and, to a lesser extent, company accounted for 13.2% of transactions. M&A restructurings. But as equity markets pick in other sectors breaks down as follows: up across the GCC, more private equity firms consumer, 7.4%; construction, 7.3%; could seek exits via an initial public offering financial services, 6%; and real estate, (IPO), especially in Saudi Arabia where 5.7%. The remainder is carved up between a number of companies are tipped to be the leisure, defence, agricultural, business seeking a listing on the Tadawul (the Saudi services, transport and pharma, medical Arabia’s stock exchange) in the near future. and biotech sectors. Examples of companies seeking to list Although there has been an uptick in include Saudi Arabian Airlines (Saudia) deal flow in 2013, numbers were boosted and ACWA Power. Saudia is expected to by a handful of very large deals, among submit an official request to regulators in them the €5.7bn merger between the near future to approve an IPO for the Dubai Aluminium (Dubal) and Emirates company’s unit, Saudi Arabian Airlines Aluminium (Emal) in June and UAE’s Ground Services Company, as reported telecom company, Etisalat winning a by this news service. And ACWA Power, 54% stake in Maroc Telecom for €4.4bn a Saudi Arabian power utilities company, in November. The announcement of the is proceeding with plans to list on the merger of two Abu Dhabi government- Tadawul (Saudi Exchange), according to backed real estate companies, Aldar and reports on this news service. The company Sorouh, for a combined total of €1.2bn also plans to list 25% to 30% of its shares, with boosted the annual figure substantially. an estimated value of up to €2.6bn, which it will look to invest in solar facilities. The Gulf Cooperation Council Given the political turmoil that has embroiled The formation of joint ventures will also most of MENA, it is hardly surprising that remain a preferred way for many foreign it is the most politically and economically companies to gain access to the region stable (and most dynamic) countries, namely and the number of JVs in the industrial,

DEAL DRIVERS – EMEA - THE MIDDLE EAST & NORTH AFRICA 47

The middle east & north africa Top 15 Announced Deals for 2013 – Middle East & North Africa All Sectors

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

03-Jun-13 P Emirates Global Aluminium Dubai Aluminium Company Limited; Industrials & Chemicals Mubadala Development Company 5,731 and Emirates Aluminum PJSC; and Investment Corporation of Dubai

31-Mar-13 L Baskindale Limited Orascom Telecom Holding SAE TMT VimpelCom Ltd 4,982

05-Nov-13 P Emirates Telecommunications Maroc Telecom (53% stake) TMT Vivendi SA 4,510 Corporation

29-Aug-13 C Sinopec International Petroleum Apache Corporation (Egypt oil and Energy, Mining & Utilities Apache Corporation 2,342 Exploration and Production gas business) (33% stake) Corporation

10-Oct-13 C Oman Oil Company SAOC Oxea Gmbh Industrials & Chemicals Advent International Corporation 1,800

18-Jan-13 C OCI NV Orascom Construction Industries SAE Construction 1,660 (25% stake)

21-Jan-13 C Aldar Properties PJSC Sorouh Real Estate PJSC Real Estate 1,525

22-May-13 C Qatar Petroleum International Total E&P Congo (15% stake) Energy, Mining & Utilities Total SA 1,244

03-May-13 C Qatar Foundation Endowment Bharti Airtel Limited (5% stake) TMT 968

05-Aug-13 P Saudi Basic Industries Corporation; Saudi Arabian Mining Company Energy, Mining & Utilities Saudi Arabian Mining Company 754 and The Mosaic Company (Ma'aden) (Concession rights in (Ma'aden) Al Khabra and Umm Wu'al deposits) (40% stake)

26-Mar-13 C Abu Dhabi Investment Authority 42 Marriott Hotels Leisure 754

01-Aug-13 P BIMB Holdings Bhd Bank Islam Malaysia Berhad Financial Services Lembaga Tabung Haji; and Dubai 669 (49% stake) Financial LLC

17-Jun-13 C Porsche Family (Private investors); Porsche Automobil Holding SE Industrials & Chemicals Qatar Holding LLC 530 and Piech Family (Private investors) (5.71% stake)

22-May-13 C Majid Al Futtaim Holding LLC Majid Al Futtaim Hypermarkets Consumer Carrefour SA 530 (25% stake)

30-Apr-13 P Charterhouse Capital Partners LLP Armacell International Gmbh Chemicals and materials Investcorp 500

C= Completed; P= Pending; L= Lapsed

DEAL DRIVERS – EMEA - THE MIDDLE EAST & NORTH AFRICA 48

The middle east & north africa Mix of deals by industry sector

Value volume

0.2% 0.1% 1.6% 0.8% 0.4% 9.7% 9.6% Industrials & Chemicals 0.1% 15.2% 0.1% Financial Services 29.2% 8.8% Business Services

12.8% Consumer 20.9% 6.4% Energy, Mining & Utilities

TMT 3.2% 2.4% 5.1% Leisure 5.6%

Transportation 7.6% 4.8% 14.4% Pharma, Medical & Biotech 17.4% 9.2% 14.4% Construction Real Estate Defence Agriculture

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

16,000 60 15,000 55 14,000 50 13,000 12,000 45 11,000 40 10,000 35 9,000 8,000 30

7,000 Volume 25 Value (€m) Value 6,000 20 5,000 4,000 15 3,000 10 2,000 5 1,000 0 0 Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4 Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4 07 07 07 07 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 12 12 13 13 13 13 07 07 07 07 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 12 12 13 13 13 13 Quarter ended Quarter ended

Moving average trend line 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.

DEAL DRIVERS – EMEA - THE MIDDLE EAST & NORTH AFRICA 49

The middle east & north africa Financial advisers top 20 – ranked by value top 20 – ranked by volume

2012 2013 Company Name Value Number 2012 2013 Company Name Value Number (€m) of Deals (€m) of Deals 6 1 Morgan Stanley 7,682 5 1 1 PwC 480 12 36 2 Moelis & Company 5,593 4 5 2 EY 284 8 20 3 BNP Paribas 5,505 3 7 3 HSBC 3,889 7 47 4 Bank of America Merrill Lynch 5,374 6 14 4 Credit Suisse 2,903 7 4 5 Lazard 4,892 5 50 5 Bank of America Merrill Lynch 5,374 6 2 6 Goldman Sachs 4,884 4 3 6 Morgan Stanley 7,682 5 - 7= Attijariwafa bank (Middle East) 4,510 1 9 7 Lazard 4,892 5 25 7= Credit Agricole 4,510 1 8 8 Citi 2,022 5 5 9 HSBC 3,889 7 - 9 Simmons & Company International 144 5 8 10 JPMorgan 3,270 4 43 10 Moelis & Company 5,593 4 9 11 Credit Suisse 2,903 7 6 11 Goldman Sachs 4,884 4 3 12 Barclays 2,765 4 4 12 JPMorgan 3,270 4 7 13 Citi 2,022 5 2 13 Barclays 2,765 4 41 14= Allen & Company 1,660 1 27 14 Deloitte 88 4 - 14= CI Capital Holding 1,660 1 17 15 BNP Paribas 5,505 3 - 14= Rabobank 1,660 1 13 16 Societe Generale 772 3 - 17 National Bank of Abu Dhabi 1,525 1 - 17 KPMG 203 3 1 18 Societe Generale 772 3 - 18 Raiffeisen Centrobank 190 3 - 19= AmInvestment Bank 669 1 11 19 Rothschild 646 2 - 19= Bank Islam Malaysia 669 1 42 20 QInvest 377 2

The financial adviser league tables by value and volume have been run from 01/01/2013 to 31/12/2013, excluding lapsed and withdrawn deals. The tables are based on dominant target, bidder or seller company geography being Middle East and North Africa excluding Israel, and cover all sectors. legal advisers top 20 – ranked by value top 20 – ranked by volume

2012 2013 Company Name Value Number 2012 2013 Company Name Value Number (€m) of Deals (€m) of Deals 1 1 Allen & Overy 9,656 20 1 1 Allen & Overy 9,656 20 32 2 Latham & Watkins 6,774 6 3 2 Clifford Chance 3,692 15 9 3 Linklaters 6,365 7 2 3 Freshfields Bruckhaus Deringer 5,988 13 2 4 Freshfields Bruckhaus Deringer 5,988 13 11 4 DLA Piper 864 11 78 5 White & Case 5,813 9 5 5 Gibson Dunn & Crutcher 4,791 10 - 6 Zulficar & Partners 4,982 1 84 6 White & Case 5,813 9 31 7 Gibson Dunn & Crutcher 4,791 10 4 7 Linklaters 6,365 7 53 8 Vinson & Elkins 4,171 5 7 8 Latham & Watkins 6,774 6 3 9 Clifford Chance 3,692 15 15 9 Hogan Lovells International 2,406 6 94 10 Weil Gotshal & Manges 3,042 4 81 10 Gide Loyrette Nouel 932 6 12 11 Skadden Arps Slate Meagher & Flom 2,685 2 63 11 Vinson & Elkins 4,171 5 47 12 Hogan Lovells International 2,406 6 24 12 Jones Day 1,932 5 25 13 Jones Day 1,932 5 6 13 Baker & McKenzie 723 5 - 14 Sarie-Eldin & Partners 1,660 1 52 14 Cuatrecasas, Goncalves Pereira 242 5 - 15 S&R Associates 968 1 32 15 CMS 202 5 75 16 Gide Loyrette Nouel 932 6 96 16 Weil Gotshal & Manges 3,042 4 24 17 DLA Piper 864 11 29 17 King & Wood Mallesons 794 4 45 18 King & Wood Mallesons 794 4 33 18 YukselKarkinKucuk Law Firm 447 4 57 19 Baker & McKenzie 723 5 13 19 Ashurst 324 4 - 20 Travers Smith 562 2 17 20 Norton Rose Fulbright 129 4

The legal adviser league tables by value and volume have been run from 01/01/2013 to 31/12/2013 and include lapsed and withdrawn deals. The tables are based on dominant target, bidder or seller company geography being Middle East and North Africa excluding Israel, and cover all sectors.

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

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

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

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

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

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

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

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merrill corporation CONTACTS

Merrill DataSite (Division of Merrill Corporation) Contacts Tel: +44 845 602 6916 (Europe) +1 888 867 0309 (US)

EXECUTIVE MANAGEMENT Malcolm Neate Todd Caven Colin Schopbach Account Manager, Europe Northern California, Pacific Regional Director, Southeast Ed Bifulk Tel: +44 20 7422 6272 Northwest & Western Canada Tel: +1 404 796 1478 President Tel: +1 651 632 4369 Tel: +1 212 229 6563 Alex Gross Michail Sidorov Regional Director, Eastern Ryan MacMillan Regional Director, Ohio EXECUTIVE SALES Europe & Middle East Regional Director, Canada & Michigan Will Brown Tel: +49 69 7593 7148 Tel: +1 416 214 2448 Tel: +1 216 333 1274 Regional Director, France Alvaro Ortega Michael Kennedy Jessie Saini Tel: +33 1 40 06 13 02 Regional Director, Regional Director, New England Regional Director, Midwest Anna Scott Southern Europe Tel: +1 207 829 4369 Tel: +1 312 386 2293 Tel: +39 27 636 2314 Regional Director, U.K. Ross Whittaker Scott Haugen Tel: +34 91 769 1022 Tel: +44 20 7422 6263 Regional Director, New England Regional Director, Minnesota Chris Beckmann David Haynes Tel: +1 617 535 1516 & Wisconsin Regional Director, Asia Pacific Tel: +1 651 632 4375 Regional Director, Germany, Jon Lenihan Tel: +852 2536 2288 Switzerland & Poland Regional Director, Boston Anthony Crosby Tel: +49 69 244 321 480 Ari Lee Tel: +1 617 535 1618 Regional Director, Chicago Regional Director, North Asia Tel: +1 312 674 6511 Martin Alamri Scott Rediker Tel: +852 9 855 3758 Regional Director, Germany Regional Director, Mid Atlantic Mark Plaehn Tel: +49 69 244 321 471 Vincent Lork Tel: +1 443 690 3122 Regional Director, Chicago Regional Director, Tel: +1 312 674 6527 Jérôme Pottier Forrest R. Doane South East Asia Regional Director, France Regional Director, New York Kelly-Leigh Keefe Tel: +65 6 248 4602 Tel: +33 1 40 06 13 12 Tel: +1 212 229 6620 Regional Director, Chicago Patrick Cabrera Tel: +1 312 386 2229 Hakema El-Hadad Adam Kuritzky Regional Director, South East Asia Regional Director, France Regional Director, New York Ted Sengpiel Tel: +65 9 834 4557 & Northern Africa Tel: +1 917 232 9569 Regional Director, Missouri, Tel: +33 1 40 06 13 10 John Pate Kansas, Nebraska & Iowa John McElrone Regional Director, Tel: +1 314 315 2909 Manuel Bianchi Regional Director, New York Australia & New Zealand Regional Director, Europe Tel: +1 212 229 6656 Nicholas Renter Tel: +61 499 992 400 Tel: +44 20 7422 6271 Regional Director, Texas Joseph Solano Manuel Bentosinos Tel: +1 214 754 2100 Mike Hinchliffe Regional Director, New York Regional Director, Mexico, Regional Director, Europe Tel: +1 212 229 6576 Andrew Buonincontro Columbia & Caribbean Tel: +44 20 7422 6256 Regional Director, Bay Area Tel: +52 559 171 2237 Hillary Pryor Tel: +1 650 493 1400 Adam Pang Regional Director, New York Regional Director, Europe Ana Paula Macêdo Távora de Castro Tel: +1 212 367 5924 Erik Sandie Tel: +44 20 7422 6268 Regional Director, Bay Area Vice President, South America Matthew Mezzancello Tel: +1 650 493 1400 Merlin J. Piscitelli Tel: +55 11 9908 0858 Regional Director, NY, NJ & PA Regional Director, Europe Luis Felipe Salles Cunha Tel: +1 212 229 6618 Jay Loyola Tel: +44 20 7422 6266 Regional Director, Bay Area Regional Director, Brazil Steve Piccone Tel: +1 949 622 0663 Mary Walsh Tel: +55 11 3568 2429 Vice President, New York Regional Director, Europe Brian Gilbreath Tel: +1 212 229 6883 Dan Phelan Tel: +44 20 7422 6270 Regional Director, Los Angeles Vice President, Midwest BJ Birtz Tel: +1 213 253 2139 Bryan Brighton & Latin America Regional Director, Raleigh Regional Director, Europe Tel: +1 404 934 8085 Tel: +1 919 996 9117 David Yeary Tel: +44 20 7422 6212 Hank Gregory Vice President, DataSite Paul Kleinkauf Life Sciences Jonathan Hughes SVP, Western Canada Regional Director, Southeast Tel: +1 415 307 4414 Account Manager, Europe & Pacific Northwest Tel: +1 404 602 3251 Tel: +44 20 7422 6267 Tel: +1 604 603 4360

DEAL DRIVERS – EMEA 53

About remark

James Snaza Remark, the publishing, market research and Director of Life Sciences events division of The Mergermarket Group, offers Tel: +1 651 632 4585 a range of services that give clients the opportunity Jon Blue to enhance their brand profile, and to develop new Vice President, Clean Tech business opportunities. Remark publishes over 50 Tel: +1 206 696 9169 thought leadership reports and holds over 70 events across the globe each year which enable its clients to demonstrate their expertise and underline their credentials in a given market, sector or product.

Remark is part of The Mergermarket Group. To find out more please visit www.mergermarket.com/remark/ or www.mergermarket.com/events/.

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

Erik Wickman Global Managing Director, Remark Tel: +1 212 686 3329 [email protected]

Elias Latsis Head of Research, Mergermarket [email protected]

David Swettenham Head of Production, Remark [email protected]

DEAL DRIVERS – EMEA The following notes pertain to data contained in this publication:

• Deals are included where the deal value is greater than or equal to US$5m.

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

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Published by: Remark 80 Strand London WC2R ORL Tel:+44 (0) 20 7059 6100 www.mergermarket.com

This publication contains general information and is not intended to be comprehensive nor to provide financial, investment, legal, tax or other professional advice or services. This publication is not a substitute for such professional advice or services, and it should not be acted on or relied upon or used as a basis for any investment or other decision or action that may affect you or your business. Before taking any such decision you should consult a suitably qualified professional adviser. Whilst reasonable effort has been made to ensure the accuracy of the information contained in this publication, this cannot be guaranteed and neither Mergermarket nor any of its subsidiaries nor any affiliate thereof or other related entity shall have any liability to any person or entity which relies on the information contained in this publication, including incidental or consequential damages arising from errors or omissions. Any such reliance is solely at the user’s risk.