EY M&A Quarterly Switzerland Q1 2015

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Mergers & Acquisitions Quarterly Switzerland

First quarter 2015

April 2015 edition DRAFT Contents

1. Introduction 2

2. Swiss M&A market Q1 2015 and outlook 2015 3

3. Private equity statistics: Germany, Switzerland and Austria 6

4. Industry overview

► Chemicals, Construction and Materials 7

► Energy and Utilities 9

► Financial Services 11

► Healthcare 13

► Industrial Goods and Services 15

► Media, Technology and Telecommunications 17

► Retail and Consumer Products 19

5. Deal of the quarter 21

6. Event calender 22

7. EY selection of M&A opportunities 23

8. Contacts 24

9. Subscription/Registration form 25

Dear Reader We are pleased to present the latest edition of our M&A Quarterly Switzerland. This publication provides a general overview of Swiss M&A and European private equity market activity in the first quarter of 2015, as well as an outlook for 2015. On our own behalf, we are happy to announce that Ronald Sauser, former CEO of Leonardo & Co. AG Investment Bank and his experienced team have joined EY and will strengthen the Swiss M&A practice. The merger of both teams will drive forward EY’s growth strategy and demonstrates EY’s continued focus on providing exceptional services to our clients. On 15 January 2015, the Swiss market was taken by surprise by the Swiss National Bank’s announcement to abandon the CHF/EUR exchange rate floor, which was followed by an immediate and strong appreciation of the Swiss Franc. Since then, the Swiss Franc has remained close to parity with the Euro, a development that has occupied management teams across all sectors, especially in regards to export-oriented companies. Based on M&A activity in Q1 2015, the SNB’s decision had a negative effect on the Swiss M&A market, as the number of transactions and total deal volume decreased significantly compared to previous quarters. Although several studies had forecast an exceptional M&A performance for 2015, the SNB’s decision to abandon the exchange rate floor against the Euro caused the outlook on M&A activity to become more cautious. This is underpinned by this quarter’s rather weak development. However, as several factors come into play, the long-term effects of the SNB decision remain to be seen. The next edition of our Mergers & Acquisitions Quarterly Switzerland will be available in July 2015. For more information or to download this publication, visit us online at: www.ey.com/CH/de/Services/Transactions/Lead-Advisory

Sincerely, Your Swiss EY M&A Advisory Team

M&A market Q1 2015 Number of announced deals and transaction volumes with target, buyer or seller in Switzerland ► In the first quarter of 2015, the number of announced transactions decreased to 137 deals compared to 158 deals in the previous quarter, representing a decline of 13%.

► In terms of volume, the Swiss M&A market also recorded a decrease with disclosed deal volume totaling 90 180 CHF 16.1b, which is significantly lower than the CHF 24.3b achieved in the last quarter. From a historical 80 150 perspective as well, this quarter’s deal volume is below the average quarterly value of 21.3b since 2007. 70 60 120 ► Total disclosed deal volume for the first quarter can largely be attributed to the transaction announced 50 between Holcim, Lafarge and CRH, which totaled CHF 6.8b. Despite recent uncertainty as to whether the 90 40 Holcim-Lafarge mega-deal would go ahead, divestments due to regulatory restrictions are still being 30 60 No. of deals No. announced. The CRH deal along with the other top five transactions of the quarter contributed 76% of the

Deal volumeCHF b Deal in 20 total disclosed transaction value. 30 10 The five largest transactions in 2015 0 0 Deal volume Q1 14 Q2 14 Q3 14 Q4 14 Q1 15 Rank Announcement date Target Acquirer Seller (in CHF m) 1 02-Feb-15 Holcim AG and Lafarge S.A., CRH plc Holcim AG; Lafarge S.A. 6,825 Volume No. of deals cement assets 2 28-Jan-15 TE Connectivity, telecom, CommScope Holding TE Connectivity Ltd. 2,765 enterprise and wireless business Company, Inc. 3 09-Feb-15 Infront Sports & Media AG Dalian Wanda Group Bridgepoint Advisers Limited 1,099 Relative stock performance of selected industries Corporation Ltd. over the past 12 months 4 12-Jan-15 Foundation Medicine, Inc. Roche Holding AG Kleiner Perkins Caufield & Byers; Third Rock 1,047 Ventures, LLC; Google Ventures 40% 5 16-Jan-15 Trophos SA Roche Holding AG Turenne Capital Partenaires; Sofipaca SCR; 462 30% Amundi Private Equity Funds and others 20% SMI 10% ► The SMI gained 13.4% over the last twelve months, showing a positive performance across all sectors, 0% except Energy and Utilities, which continued to decline. Compared to the twelve-month period ended last (10%) (20%) quarter, i.e. 31 December 2014, the SMI witnessed a slight improvement in performance with an increase (30%) of 2.1 percentage points. (40%) Media, Healthcare Financial Chemicals, Industrial Retail & Energy & Utilities Technology & Services Construction Goods & Consumer ► Media, Technology and Telecommunication displayed the strongest industry performance with an Telecom & Materials Services Products improvement of 28.5% over the last twelve months. This represents approximately 2.1 times the SMI performance.

Transactions by industry Number of Swiss M&A transactions by industry in Q1 2015 (in %) ► In the first quarter of 2015, Media, Technology and Telecommunications was the most active sector in

*Arrows indicate change from previous quarter Switzerland, contributing 35 transactions or 26% of the total 137 deals announced. This is an increase of seven percentage points compared to last quarter. ▲ 17% ▲ ► Furthermore, Media, Technology and Telecommunications accounted for two of the top five transactions ▼ 26% measured by deal value, namely the acquisition of TE Connectivity’s telecom, enterprise and wireless 2% ▼ business by CommScope for CHF 2.8b and the acquisition of Infront Sports & Media by the Dalian Wanda 6% Group for CHF 1.1b. 7% ▼ ► After closing 2014 as the most active sector in Switzerland, Industrial Goods and Services ranked number 7% 20% two with 20% of transactions in Q1 2015. However, this represents an increase of five percentage points ▼ 15% ▲ compared to the previous quarter. ▲ ► The Retail and Consumer Products sector recorded the third-largest number of transactions, with an Media, Technology and Telecommunications Industrial Goods and Services increase in the percentage of deals from 11% in the previous quarter to 15% in the first quarter of 2015. Retail and Consumer Products Healthcare Financial Services Chemicals, Construction and Materials Energy and Utilities Other Industries

Transactions by size Number of Swiss M&A transactions by deal size (in %) ► In the first quarter of 2015, the number of deals in the mid-market remained largely constant, while the small market with deal size less than CHF 50m showed a significant increase from 30% to 49%. 100% 19% ► With a share of 19%, the large transaction segment was below its historical performance. 80% 40% ► Media, Technology and Telecommunications had a dominant position in Switzerland’s large transactions 60% 32% market representing approximately 38% of all deals with deal size above CHF 250m. 30% 40% ► Deal size was disclosed in 31% of all announced transactions in Q1 2015. 20% 49% 30% 0% Q4 14 Q1 15 < CHF 50m CHF 50-250m > CHF 250m

Outlook 2015 Change in industry multiples from Q4 2014 to Q1 2015 ► On 15 January 2015, the Swiss National Bank (SNB) announced its decision to abandon the CHF/EUR exchange rate floor and increased negative interest rates on deposits to a range between -1.25% and Industry TEV/EBITDA -0.5%. Following this announcement, the Swiss currency immediately appreciated by ~20% and has since (LTM) then remained close to parity with the Euro. Chemicals, Construction & Materials ▼ ► The Swiss National Bank made its decision public shortly before the European Central Bank (ECB) Energy & Utilities ▼ announced an extended program, including monthly purchases of assets for EUR 60b until September 2016, with the aim to stabilize the Euro and allowing inflation in the Euro zone to increase to 2%. Healthcare ▲ ► Due to the “franc shock” the Swiss State Secretary for Economic Affairs (SECO) adjusted its GDP growth Industrial Goods & Services ▲ forecast for 2015 from 2.1% down to 0.9%, while the economic research institute KOF most recently predicted a growth of 0.2%. However both institutions stress the high uncertainty associated with Media, Technology & Telecomm. ▼ forecasting the effects of the “franc shock” on the Swiss economy and the limited experience with negative interest rate environments in Switzerland. Retail and Consumer Products ▼ ► According to the latest EY Global Corporate Divestment Study published in March 2015, the value of global divestments has increased by 80% since 2009. Companies more frequently utilize divestment P/E (LTM) strategies to optimize their portfolio performance and fund new growth opportunities. This trend is expected to continue as 54% of all questioned executives expect an increase in the number of willing Financial Services ▼ strategic sellers and 46% expect an increase in distressed sales.

EBITDA = Earnings Before Interest, Taxes, Depreciation and Amortization ► Although several studies had forecast a record-braking year for Swiss M&A activity in 2015, board room TEV = Total Enterprise Value LTM = Last Twelve Months priorities have shifted due to the unexpected decision by the SNB to abandon the EUR/CHF exchange rate P/E = Price-to-Earnings Ratio floor. On the one hand, the purchasing power of Swiss companies looking for acquisitions abroad has increased as a result. On the other hand, management teams are occupied with operational improvements, especially where production cannot be shifted to foreign countries. Based on figures for Q1 2015, the SNB decision had a negative impact on Swiss M&A activity. However, the long-term effect remains to be seen.

Private equity Q1 2015 Number and volume of buy-outs and buy-ins completed with targets based in GSA ► In Q1 2015, 25 private equity (PE) deals were closed in Germany, Switzerland and Austria (GSA). This constitutes an increase of 9 transactions compared to Q4 2014. At the same time, deal volume of buy- 30 10 outs and buy-ins in GSA increased significantly from EUR 2.0b in the previous quarter to EUR 10.9b in Q1 25 2015. 8 20 ► This quarter’s deal volume of EUR 10.9b almost equals total deal volume in the entire year 2014 of EUR 11.3b and was mainly attributable to three mega deals. The acquisition of RWE Dea by LetterOne for 6 15 a consideration of EUR 4.5b, the acquisition of SIG Combibloc by Onex for EUR 3.8b and the sale of Orange by Apax Partners for EUR 2.3b. 4 10 ► Each one of these three PE transactions in Q1 2015 outranks the largest PE transaction closed in 2014 in

Deal volume in EUR b 2 5 buy-ins and buy-outs of No. the German-speaking region: the sale of Scout 24 Holding by Deutsche Telekom for a deal value of EUR 2.0b. 0 0 Q1 14 Q2 14 Q3 14 Q4 14 Q1 15 ► The last time this publication reported a comparable total deal volume in a single quarter was Q3 2013, Deal volume No. of deals when total deal volume of PE transactions amounted to EUR 9.0b. ► In the first quarter of 2015, the share of large PE transactions with a deal volume of more than EUR 250m increased significantly, as 50% of all PE transactions in GSA exceeded EUR 250m compared to 16% Number of buy-outs and buy-ins by deal size within in 2014. GSA (in %)

100% 8% 12% 14% 16% 10% 80% 25% 9% 12% 50% 60%

40% 78% 77% 67% 72% 33% 20% 17% 0% 2011 2012 2013 2014 2015 < EUR 50m EUR 50-250m > EUR 250m

*2015 figures are for the first three months only

Relative performance charts

12-month relative performance (in %) * Multiples (LTM) *

30x 130%

120% 25x 22.8x 20.7x 110% 20x 15.9x 100% 15x 12.9x 11.7x 90% 10.5x 10x 80%

5x 3.0x 70% 1.7x

60% 0x Mar 14 Apr 14 May 14 Jun 14 Jul 14 Aug 14 Sep 14 Oct 14 Nov 14 Dec 14 Jan 15 Feb 15 Mar 15 TEV/Rev. TEV/EBITDA TEV/EBIT P/E

Margins (LTM) * Companies included in the Chemicals, Construction and Materials Index AFG Arbonia-Forster-Holding AG Glencore Xstrata Plc Belimo Holding AG Gurit Holding AG 80% Bossard Holding AG Holcim (Schweiz) AG Clariant AG Implenia AG 70% Dottikon Es Holding AG Schmolz + Bickenbach AG EMS-Chemie Holding AG Sika AG Forbo Holding AG Syngenta AG 60% Geberit AG Givaudan AG 50% 39.0% 40% 34.2% Legend 30% 23.4% 20% 14.8% 15.2% 14.7% Chemicals, Construction and Materials Index EBITDA = Earnings Before Interest, Taxes, Depreciation and Amortization Swiss SMI Index (value weighted) EBIT = Earnings Before Interest and Taxes 7.9% 7.7% P/E = Price-to-Earnings Ratio 10% LTM = Last Twelve Months TEV = Total Enterprise Value 0% Rev. = Revenue Gross margin EBITDA margin Earnings from continued Net income margin * = Equally weighted operations margin

Selected mergers & acquisitions transactions/private placements

Announcement date Size (CHF m) Percent sought Target Seller Buyer/Investor

19-Mar-15 N/A 100% INEOS AG, remedy business INEOS AG International Chemical Investors S.E. 17-Mar-15 N/A 100% Axson Technologies SA BSR Group Sika AG 02-Mar-15 N/A 100% BMI Products of Northern California Inc. N/A Sika AG 02-Feb-15 6,825 100% Holcim AG and Lafarge S.A., cement assets Holcim AG; Lafarge S.A. CRH plc 16-Jan-15 N/A 100% Aerochem AB N/A Clariant AG 12-Jan-15 N/A 50% Companhia Brasileira de Bentonita Geologia e Sondagens S/A Clariant AG

Selected key developments

Date Company Event type Headline 18-Mar-15 Clariant AG Product-related Clariant announced that its Heat Generating Material (HGM) for Catofin processes demonstrated excellent performance at the first announcement propane dehydrogenation plant to use it; HGM is designed to increase yield, save energy and reduce emissions 03-Mar-15 Syngenta AG Fixed-income offering Syngenta announced the successful issue of a CHF 534m (EUR 500m) eurobond with a maturity of 12.5 years and a coupon rate of 1.25%; the issue received a positive market reception and the proceeds will provide for Syngenta's funding requirement 17-Feb-15 Clariant AG Executive/ Clariant proposed to appoint Susanne Wamsler to the Board of Directors as successor to Dr. Dolf Stockhausen; the new appointment Board change would enable a continued representation of the former family shareholders of Süd-Chemie AG in Clariant 12-Feb-15 Gurit Holding AG Business reorganization Gurit announced the merger of its Engineered Structures and Automotive divisions to form a single composite components business unit focused on land transportation component applications in the premium automotive, bus and rail markets 10-Feb-15 Clariant AG Product-related Clariant announced the global availability of it´s new product line MEVOPUR color masterbatches and compounds; MEVOPUR products announcement cater to the needs of the pharmaceutical market, and are free of animal-derived ingredients, phthalates or heavy-metal pigments 06-Feb-15 Belimo Holding AG Executive/ Belimo appointed Lars van der Haegen as new CEO replacing Jacques Sanche, effective 1 July 2015; Lars van der Haegen has been Board change with Belimo for 15 years; his last position was Head of the American division 15-Jan-15 Schmolz + Bickenbach AG Executive/ Schmolz + Bickenbach appointed Matthias Wellhausen as the new Group CFO effective 1 April 2015; prior to this, Matthias Wellhausen Board change held various CFO positions in the Arcelor Mittal Group since 1996, and served IBM for 10 years in various management positions 15-Jan-15 Gurit Holding AG Client announcement Gurit received a CHF 30m contract on a multi-annual basis, for the supply of carbon-fiber based automotive body panels; the new project will begin during the fourth quarter of 2015 and utilize Gurit's existing open mold manual and its new press technology

Relative performance charts

12-month relative performance (in %) * Multiples (LTM) *

130% 30x

120% 25x 20.7x 110% 20x 100% 15x 12.9x 12.1x 90% 10.5x 11.2x 10x 80% 6.1x

70% 5x 3.0x 0.9x 60% 0x Mar 14 Apr 14 May 14 Jun 14 Jul 14 Aug 14 Sep 14 Oct 14 Nov 14 Dec 14 Jan 15 Feb 15 Mar 15 TEV/Rev. TEV/EBITDA TEV/EBIT P/E

Margins (LTM) * Companies included in the Energy and Utilities Index Alpiq Holding AG Romande Energie Holding SA BKW AG Transocean Ltd. 80% Repower AG 70% 60% 50% 40% 31.6% 34.2% Legend

30% 23.4% EBITDA = Earnings Before Interest, Taxes, Depreciation and Amortization 19.2% Energy and Utilities 20% 15.2% Swiss SMI Index (value weighted) EBIT = Earnings Before Interest and Taxes 14.7% P/E = Price-to-Earnings Ratio 10% LTM = Last Twelve Months TEV = Total Enterprise Value 0% Rev. = Revenue -3.9% -3.8% * = Equally weighted Gross margin EBITDA margin Earnings from Net income margin -10% continued operations margin

Selected mergers & acquisitions transactions/private placements

Announcement date Size (CHF m) Percent sought Target Seller Buyer/Investor

20-Mar-15 N/A 100% Alpiq Hydro Ticino SA Alpiq Holding AG Azienda Elettrica Ticinese 10-Feb-15 N/A 100% Gekol Mineralölhandel Gmbh & Co. N/A Varo Energy Holdings SA

Selected key developments

Date Company Event type Headline 18-Mar-15 Repower AG Fixed-income offering Repower announced the successful placement of a 12-year CHF 37.3m (EUR 35m) registered bond on 18 March 2015; the proceeds will be used to refinance investments in the Euro zone 09-Mar-15 Alpiq Holding AG Business expansion Alpiq announced the formation of Swiss Decommissioning AG based in Olten/SO; Swiss Decommissioning will offer integrated solutions for the post-operation and dismantling of nuclear installations, as well as for radiation protection and decontamination 15-Feb-15 Transocean Ltd. Executive/ Transocean announced that Steven Newman stepped down as President, CEO & Director, effective 16 February 2015; Ian Strachan, Board change currently Chairman of the Board, will serve the company as interim CEO, until a permanent replacement is found 06-Feb-15 Alpiq Holding AG Executive/ Alpiq announced the nomination of Jens Alder as the new Chairman at the Annual General Meeting to be held on 30 April 2015, Board change replacing Hans E. Schweickardt; previously Jens Alder worked at Alcatel as Head of the Telecommunication department 05-Feb-15 Alpiq Holding AG Strategic alliance Alpiq announced the joint development with Siemens, Swisscom and Zurich Insurance, of a Swiss-wide access and accounting system for battery charging stations in Switzerland; the new system will be made operational at the earliest by mid-2015 20-Jan-15 Repower AG Business expansion Repower has signed a contract with GE and Iberdrola for the development of a cogeneration plant in Germany; Repower chose GE for the supply of its 9HA gas turbine and Iberdrola as an Engineering, Procurement and Construction (EPC) contractor

Relative performance charts

12-month relative performance (in %) * Multiples (LTM) *

130% 30x

120% 25x

110% 20.1x 20x 19.0x 100% 15x 90% 10x 80%

5x 70% 2.1x 2.3x 2.7x 2.9x

60% 0x Mar 14 Apr 14 May 14 Jun 14 Jul 14 Aug 14 Sep 14 Oct 14 Nov 14 Dec 14 Jan 15 Feb 15 Mar 15 P/BV P/Tang BV P/E

Margins (LTM) *+ Companies included in the Financial Services Index Bâloise Holding AG Julius Bär Gruppe AG Valiant Holding AG Bank Coop AG Leonteq AG Vontobel Holding AG 18% Banque Cantonale Vaudoise SA Liechtensteinische Landesbank AG VZ Holding AG Cembra Money Bank AG Partners Group Holding AG Zurich Insurance Group AG 16% 14.9% 15.4% 15.1% Credit Suisse Group AG St. Galler Kantonalbank AG 14.5% EFG International AG Swiss Life Holding AG 14% GAM Holding AG Swiss Reinsurance AG Glarner Kantonalbank Swissquote Group Holding SA 12% Helvetia Schweizerische Thurgauer Kantonalbank Versicherungsgesellschaft AG UBS AG 10% 8% 6.7% Legend 6% 5.5% Financial Services Index P/BV = Price-to-Book-Value Ratio 4% Financial Services Index (previous quarter) P/Tang BV = Price-to-Tangible-Book-Value Ratio P/E = Price-to-Earnings Ratio 2% LTM = Last Twelve Months TEV = Total Enterprise Value 0% Rev. = Revenue Earnings from continued Net income margin Return on equity * = Equally weighted + = Banks only (insurance companies excluded) operations margin

Selected mergers & acquisitions transactions/private placements Announcement date Size (CHF m) Percent sought Target Seller Buyer/Investor

25-Mar-15 N/A 60% TwentyFour Asset Management Private individuals Vontobel Asset Management 06-Mar-15 N/A N/A Swisspartners Investment Network Ltd. Liechtensteinische Landesbank AG Management 04-Mar-15 N/A 100% Compagnie Européenne d’Assurance des Schweizerische National Versicherungs Mapfre Asistencia Compañía Internacional de Marchandises et des Bagages S.A. Gesellschaft AG Seguros y Reaseguros, S.A. 13-Feb-15 N/A 100% Bank La Roche & Co Private individuals Notenstein Privatbank AG 06-Feb-15 N/A 100% Nationale Suisse Belgium; Arena Assurances Schweizerische National Versicherungs Enstar Group Limited SA; nv Vander Haeghen & C° sa Gesellschaft AG 04-Jan-15 192 100% APEN Ltd., Legacy Portfolio APEN Ltd. Strategic Partners Fund Solution

Selected key developments

Date Company Event type Headline 17-Mar-15 Leonteq AG Executive/ Leonteq announced to propose Dr. Patrik Gisel as new Member of the Board of Directors, replacing Dr. Adrian Künzi who will leave the Board change board; Patrik Gisel is the CEO-elect of the Raiffeisen group where he has been part of the executive management since 2000 10-Mar-15 Credit Suissse Group AG Executive/ Credit Suisse announced the appointment of Tidjane Thiam as successor of current CEO Brady Dougan who will leave Credit Suisse at Board change the end of June 2015 after eight years as the company’s CEO 06-Mar-15 Helvetia Schweizerische Executive/ Helvetia announced to propose Dr. Pierin Vincenz as Chairman of the Board, replacing Vice-President Doris Russi Schurter, who led the Versicherungsgesell. AG Board change board since the unforeseen death of former Chairman Erich Walser on December 30, 2014 12-Feb-15 Zurich Insurance Group AG Executive/ Zurich Insurance proposed to elect Joan Amble and Kishore Mahbubani to its Board of Directors at the annual general meeting to be Board change held on 1 April 2015; Joan Amble will take over from Don Nicolaisen as Chairperson of the Audit Committee, at the end of March 2016 28-Jan-15 Vontobel Holding AG Business expansion Vontobel entered the Swedish market for structured products; since 12 January, the company offers bull & bear certificates publicly on the Nordic Growth Market and plans to expand its product range gradually by offering mini futures and turbo warrants in addition 26-Jan-15 Swissquote Group Holding Strategic alliance Swissquote signed a global multi-year partnership with Manchester United, the NYSE-listed soccer club; the partnership is to enable SA Swissquote to share its services and know-how with a broader and international public 15-Jan-15 EFG International AG Executive/ EFG appointed John Reed as the Chairman of the London based subsidiary EFG Private Bank Limited with immediate effect; John Reed Board change will assume the role of Chairman at the next board meeting, to be held in the first quarter of 2015

Relative performance charts

12-month relative performance (in %) * Multiples (LTM) *

130% 30x 24.9x 120% 25x 20.7x 110% 20.0x 20x 100% 15.9x 15x 12.9x 90% 10.5x 10x 80%

70% 5x 3.2x 3.0x

60% 0x Mar 14 Apr 14 May 14 Jun 14 Jul 14 Aug 14 Sep 14 Oct 14 Nov 14 Dec 14 Jan 15 Feb 15 Mar 15 TEV/Rev. TEV/EBITDA TEV/EBIT P/E

Margins (LTM) * Companies included in the Healthcare Index Actelion Ltd. Nobel Biocare Holding AG Bachem Holding AG Novartis AG 80% Basilea Pharmaceutica AG Roche Holding AG COLTENE Holding AG Siegfried Holding AG 70% Cytos Biotechnology AG Sonova Holding AG Galenica AG Straumann Holding AG LifeWatch AG Tecan Group AG 60% Lonza Group AG Ypsomed Holding AG 50% 46.3%

40% 34.2% Legend 30% 23.4% 20.6% Healthcare Index EBITDA = Earnings Before Interest, Taxes, Depreciation and Amortization 20% 15.2% 14.7% Swiss SMI Index (value weighted) EBIT = Earnings Before Interest and Taxes 9.9% 9.7% P/E = Price-to-Earnings Ratio 10% LTM = Last Twelve Months TEV = Total Enterprise Value 0% Rev. = Revenue * = Equally weighted Gross margin EBITDA margin Earnings from continued Net income margin operations margin

Selected mergers & acquisitions transactions/private placements

Announcement date Size (CHF m) Percent sought Target Seller Buyer/Investor

02-Mar-15 N/A 100% Hansaton Akustik GmbH N/A Sonova Holding AG 18-Feb-15 179 100% AdvancedCath Inc. N/A TE Connectivity Ltd. 11-Feb-15 176 90% GlycoVaxyn AG Sofinnova; Index Ventures; Edmond de GlaxoSmithKline plc Rothschild Investment Partners 09-Feb-15 N/A 100% Signature Diagnostics AG KfW Mittelstandsbank, Investment Arm; EVP Roche Holding AG Capital Management AG and others 16-Jan-15 462 100% Trophos SA Turenne Capital Partenaires; Sofipaca SCR; Roche Holding AG Amundi Private Equity Funds and others 12-Jan-15 1,047 62% Foundation Medicine, Inc. Kleiner Perkins Caufield & Byers; Third Rock Roche Holding AG Ventures, LLC; Google Ventures 05-Jan-15 N/A N/A Redvax GmbH Redbiotec AG Pfizer Inc.

Selected key developments

Date Company Event type Headline

19-Mar-15 Roche Holding AG Strategic alliance Roche announced a global distribution agreement for its biochemical reagents product portfolio with Sigma-Aldrich Corporation; the products include kits and enzymes for cellular analysis, proteomics and conventional PCR applications 18-Feb-15 Lonza Group AG Strategic alliance Lonza signed a multi-product commercial license agreement for the production of arGEN-X therapeutic antibodies; the agreement provides arGEN-X and its strategic partners access to Lonza's GS Xceed system for the creation and development of cell lines 09-Feb-15 Roche Holding AG Product-related Roche received FDA approval for Lucentis, which is used for the treatment of diabetic retinopathy (DR) in people with diabetic macular announcement edema (DME); DME impacts nearly 750,000 Americans, about 10% of people with DR 02-Feb-15 Novartis AG Product-related Novartis announced that its eye-care division Alcon received FDA approval for the sale of Pazeo in the US; Pazeo which is used to treat announcement ocular allergy will be available by prescription in the US in March 2015, followed by Latin American and Asian markets through 2017 22-Jan-15 Basilea Pharmaceutica AG Product-related Basilea announced that FDA's anti-infective drugs advisory committee recommends the approval of isavuconazole for the treatment of announcement invasive aspergillosis and mucormycosis; if approved, the drug will be marketed as Cresemba in the US 19-Jan-15 Evolva Holding SA Strategic alliance Evolva entered into a agreement with Cargill to co-develop a sustainable, customizable and cost-effective fermentation production process for a second family of high-value food and beverage ingredients 07-Jan-15 Nobel Biocare Holding AG Executive/ Nobel Biocare appointed Tullio Di Dio as the new CFO replacing Oliver Walker, effective 1 February 2015; Tullio Di Dio joins the Board change company from Beckman Coulter where he acted as Vice President Finance 06-Jan-15 Cytos Biotechnology AG Client announcement Cytos granted an exclusive license for its VLP (Virus Like Particle) platform to OnCore Biopharma, Inc., for the use in the treatment and prevention of hepatitis b viral infections; it also granted an option for the treatment of additional viral diseases

Relative performance charts

12-month relative performance (in %) * Multiples (LTM) *

130% 30x

120% 25x

110% 20.5x 20.7x 20x 100% 15.0x 15x 12.9x 90% 10.7x 10.5x 10x 80%

70% 5x 3.0x 1.2x 60% 0x Mar 14 Apr 14 May 14 Jun 14 Jul 14 Aug 14 Sep 14 Oct 14 Nov 14 Dec 14 Jan 15 Feb 15 Mar 15 TEV/Rev. TEV/EBITDA TEV/EBIT P/E

Margins (LTM) * Companies included in the Industrial Goods and Services Index ABB Ltd. Georg Fischer AG Panalpina World Transport Holding Ltd. Adval Tech Holding AG INFICON Holding AG Phoenix Mecano AG 80% Bobst Group SA Interroll Holding AG Rieter Holding AG Bucher Industries AG Kaba Holding AG Schaffner Holding AG 70% Burckhardt Compression AG Kardex AG Schindler Holding AG Carlo Gavazzi Holding AG Komax Holding AG Schweiter Technologies AG 60% Cicor Technologies Kühne & Nagel International AG SFS Group AG Comet Holding AG LEM Holding AG SGS SA 50% Dätwyler Holding Inc. Looser Holding Sulzer Ltd. 42.7% DKSH Holding AG Meyer Burger Technology AG Tornos Holding SA 40% 34.2% Feintool International Holding AG Mikron Holding AG Von Roll Holding AG Flughafen Zürich AG OC Oerlikon Corporation AG Walter Meier AG 30% 23.4% Legend 20% 15.2% 14.7% 11.5% Industrial Goods and Services Index EBITDA = Earnings Before Interest, Taxes, Depreciation and Amortization 10% 6.0% 5.8% Swiss SMI Index (value weighted) EBIT = Earnings Before Interest and Taxes P/E = Price-to-Earnings Ratio 0% LTM = Last Twelve Months Gross margin EBITDA margin Earnings from Net income margin TEV = Total Enterprise Value Rev. = Revenue continued operations * = Equally weighted margin

Selected mergers & acquisitions transactions/private placements

Announcement date Size (CHF m) Percent sought Target Seller Buyer/Investor

13-Mar-15 40 100% Rutin AG N/A Diploma PLC 12-Mar-15 N/A 100% Balfour Beatty Rail S.p.A. Alpiq Holding AG Balfour Beatty plc 04-Feb-15 N/A 100% RENA GmbH N/A Capvis Equity Partners AG 03-Feb-15 N/A 100% Obram S.A. N/A Tetra Pak International S.A. 02-Feb-15 126 100% Polycasa N.V. N/A Schweiter Technologies AG 30-Jan-15 N/A 100% AirServices Ltda.; Cronolab Ltda. N/A SGS SA 09-Jan-15 N/A 100% InterWeld Inc Ltd N/A Sulzer Ltd. 07-Jan-15 39 100% Lonstroff Holding AG BV Holding AG Sumitomo Rubber Industries Ltd.

Selected key developments

Date Company Event type Headline 19-Mar-15 ABB Ltd. Client announcement ABB was awarded an order worth CHF 900m (USD 900m) to connect Norwegian and German power grids; the project will be the longest power grid interconnection in Europe and enable the transmission of 1,400 megawatts 17-Mar-15 Komax Holding AG Business reorganization Komax Systems LCF SA announced the implementation of cost-cutting measures in order to safeguard the company's long-term survival; the steps would effect around 40 of the 150 strong workforce who will receive assistance from Komax 03-Mar-15 ABB Ltd. Strategic alliance ABB announced to enter into a strategic alliance with Ericsson; by combining ABB’s Decathlon data center infrastructure management system and Ericsson’s cloud system, is to be offered an end-to-end automation platform for data centers and cloud operators 16-Feb-15 Kaba Holding AG Client announcement Kaba signed a worldwide licensing agreement with ICEPAT AG which allows Kaba to develop, produce and operate access solutions for mobile phones in the hotel and temporary accommodation sector; Kaba and ICEPAT have been working together for several years 12-Feb-15 Panalpina World Transport Strategic alliance Panalpina has extended its partnership with Atlas Air by five years; Panalapina will switch one of its wet-leased aircraft to more than Holding Ltd. 200 scheduled charters per year, thereby expanding it’s air freight network 21-Jan-15 SGS SA Executive/ SGS appointed Frankie Ng, current Executive Vice President for SGS industrial services, as new CEO, effective March 2015; former Board change CEO Chris Kirk decided to resign and will be proposed as a director during the Shareholders Meeting to be held on March 2015 21-Jan-15 Kühne & Nagel Strategic alliance Kuehne & Nagel extended its collaboration with British American Tobacco (BAT) for the implementation of a new global integrated International AG logistics solution; the new platform facilitates end-to-end supply management via a single information platform 20-Jan-15 DKSH Holding AG Strategic alliance DKSH announced the extension of its multi country agreement with PolymerExpert to additionally distribute ExpertGel thermogelling polymers to Germany and France; the products is used in personal care applications

Relative performance charts

12-month relative performance (in %) * Multiples (LTM) *

130% 30x

120% 25x 20.7x 110% 20.4x 20x 100% 14.0x 15x 12.9x 90% 10.5x 10x 9.2x 80%

70% 5x 3.0x 1.3x 60% 0x Mar 14 Apr 14 May 14 Jun 14 Jul 14 Aug 14 Sep 14 Oct 14 Nov 14 Dec 14 Jan 15 Feb 15 Mar 15 TEV/Rev. TEV/EBITDA TEV/EBIT P/E

Margins (LTM) * Companies included in the Media, Technology and Telecommunications Index Advanced Digital Broadcast Holdings SA Myriad Group AG ALSO Holding AG Orell Füssli Holding AG 80% Ascom Holding AG PubliGroupe SA Crealogix Holding AG Swisscom AG 70% Goldbach Media AG Swisslog Holding AG Huber+Suhner AG Tamedia AG Kudelski SA Temenos Group AG 60% Logitech International SA u-blox Holding AG Micronas Semiconductor Holding AG 50%

40% 32.7% 34.2% Legend 30% 23.4% Media, Technology & Telecomm. Index EBITDA = Earnings Before Interest, Taxes, Depreciation and Amortization Swiss SMI Index (value weighted) EBIT = Earnings Before Interest and Taxes 20% 14.2% 15.2% 14.7% P/E = Price-to-Earnings Ratio LTM = Last Twelve Months 10% 4.3% 3.7% TEV = Total Enterprise Value Rev. = Revenue 0% * = Equally weighted Gross margin EBITDA margin Earnings from continued Net income margin operations margin

Selected mergers & acquisitions transactions/private placements

Announcement date Size (CHF m) Percent sought Target Seller Buyer/Investor

20-Mar-15 226 100% CIG Wireless Corp. Wireless Investment Fund AG; Enex Capital Vertical Bridge Holdings, LLC Partners AG; other 04-Mar-15 251 100% IGEFI Group s.à r.l. Summit Partners LLP Temenos Group AG 02-Mar-15 2 100% ALBIS Technologies AG N/A UET United Electronic Technology AG 13-Feb-15 28 100% Swiss Classified Media AG Schibsted ASA Tamedia AG 09-Feb-15 1,099 100% Infront Sports & Media AG Bridgepoint Advisers Ltd. Dalian Wanda Group Corporation Ltd. 03-Feb-15 222 100% avocis AG Equistone Partners Europe Capita plc 28-Jan-15 2,765 100% TE Connectivity Ltd., TE Connectivity Ltd. CommScope Holding Company, Inc. telecom, enterprise and wireless business 05-Jan-15 37 100% Claron Technology Inc. N/A Lexmark International, Inc.

Selected key developments

Date Company Event type Headline 10-Mar-15 Tamedia AG Strategic alliance Tamedia is to create an European newspaper alliance consisting of Tribune de Genève and Tages-Anzeiger from Switzerland, Die Welt from Germany, El País from Spain, La Repubblica from Italy, Le Figaro from France and Le Soir from Belgium 18-Feb-15 Huber+Suhner AG Executive/ Huber+Suhner proposed the appointment of Dr. Beat Kälin as the new President of the Board of Directors, at the annual general Board change meeting to be held on 31 March 2015; Beat Kälin has been serving as the interim President after the unexpected death of Erich Walser 06-Feb-15 Sunrise Communications IPO Sunrise Communications announced the listing of it's 29.3 million shares on the SIX Swiss Exchange at a price of CHF 68 per share to Group AG raise CHF 1.36bn; the proceeds will be used to redeem various notes 02-Feb-15 Temenos Group AG Client announcement Temenos has been chosen by Julius Bär Gruppe to modernize its IT infrastructure; the modernization is to improve the bank´s clients’ service experience, increase operational efficiency and enable it to become more agile 28-Jan-15 Ascom Holding AG Client announcement Ascom received a CHF 3m contract from a large US network operator, with additional orders expected during Q1 2015; the secured orders are part of a major renewal and expansion of the clients voice over LTE active testing solution 26-Jan-15 Logitech International SA Product-related Logitech announced the launch of the first anytime, anywhere portable videoconferencing solution; it will work with any computing announcement device using a USB connection, with virtually any videoconferencing software 13-Jan-15 Swisslog Holding AG Executive/ Swisslog appointed Daniel Bader and Christian Baurs respectively as new CFO and COO, effective April 2015; Christian Baurs will Board change transfer to Swisslog from the major shareholder KUKA AG 06-Jan-15 Kudelski SA Product-related Kudelski's cyber security division, Kudelski Security announced the launch of its cyber fusion center which offers managed security announcement services to enterprises looking for robust, 24x7 protection against cyber threats and attacks

Relative performance charts

12-month relative performance (in %) * Multiples (LTM) *

130% 30x

120% 25x 20.7x 110% 19.7x 20x 100% 14.2x 15x 12.9x 90% 10.5x 9.5x 10x 80%

70% 5x 3.0x 1.2x 60% 0x Mar 14 Apr 14 May 14 Jun 14 Jul 14 Aug 14 Sep 14 Oct 14 Nov 14 Dec 14 Jan 15 Feb 15 Mar 15 TEV/Rev. TEV/EBITDA TEV/EBIT P/E

Margins (LTM) * Companies included in the Retail and Consumer Products Index ARYZTA AG Hügli Holding AG Barry Callebaut AG Kuoni Reisen Holding AG 80% Bravofly Rumbo Group N.V. Metall Zug AG Calida Holding AG Mobilezone Holding AG 70% Charles Vögele Holding AG Nestlé SA Compagnie Financière Richemont SA Orior AG Dufry AG Swatch Group AG 60% Emmi AG Valora Holding AG 50% 43.5% 40% 34.2% Legend

30% 23.4% Retail and Consumer Products Index EBITDA = Earnings Before Interest, Taxes, Depreciation and Amortization Swiss SMI Index (value weighted) EBIT = Earnings Before Interest and Taxes 20% 15.2% 14.7% P/E = Price-to-Earnings Ratio 11.8% LTM = Last Twelve Months 10% 6.3% 6.1% TEV = Total Enterprise Value Rev. = Revenue 0% * = Equally weighted Gross margin EBITDA margin Earnings from continued Net income margin operations margin

Selected mergers & acquisitions transactions/private placements

Announcement date Size (CHF m) Percent sought Target Seller Buyer/Investor

12-Feb-15 N/A 100% World's Finest Chocolate Inc., industrial World's Finest Chocolate Inc. Barry Callebaut AG chocolate manufacturing asset 10-Feb-15 240 100% ricardo.ch AG Naspers Ltd. Tamedia AG 06-Feb-15 5 100% Kleeneze Ltd. Findel plc Trillium Pond AG 23-Jan-15 88 30% SCOTT Sports SA N/A Youngone Corp. 12-Jan-15 N/A 100% J.L. Freeman S.E.C., cheese business J.L. Freeman S.E.C. Emmi International AG 12-Jan-15 34 100% Bruno Magli S.p.A., brand and intellectual Bruno Magli S.p.A. Marquee Brands LLC property assets 07-Jan-15 36 100% Calzaturificio Dalbello S.r.l. N/A Marker Völkl International GmbH

Selected key developments

Date Company Event type Headline 16-Mar-15 Nestlé SA Business expansion Nestlé Purina opened its first factory in Poland, a CHF 93m investment to help meet rising demand for pet care products in Central Europe; the new factory, located in Wroclaw in Southwest Poland, is to employ around 250 people 19-Feb-15 Barry Callebaut AG Product-related Barry Callebaut has been awarded a patent on chocolate processing by the European patent office; the patented process enables the announcement company to produce milk chocolate with only 25% fat, while similar milk chocolate contains 36% fat 16-Feb-15 Nestlé SA Strategic alliance Nestlé partnered with BMW Mini to produce a new limited edition coffee machine that will be sold in retail outlets and selected MINI dealerships; the partnership will launched at first in Indonesia, Japan, France and Switzerland 14-Jan-15 Dufry AG Executive/ Dufry announced that Xavier Rossinyol, COO of Region 1 EMEA & Asia and member of the Group Executive Committee will step down Board change and leave the company with effect of 1 April 2015; the company will communicate a successor in due course 14-Jan-15 Kuoni Reisen Holding AG Business reorganization Kuoni Reisen announced to focus on its core business as a service provider to the global travel industry and therefore exit its tour operating activities, which generated turnovers of CHF 2.2b in 2014 08-Jan-15 Orior AG Executive/ Orior appointed Ricarda Demarmels as the Group CFO replacing Hélène Weber-Dubi, effective April 2015; Ricarda Demarmels Board change previously worked as investment director for Capvis Equity Partners AG

Transaction overview

Deal summary * Deal rationale *

On 10 February 2015, Tamedia announced the acquisition of Ricardo.ch from Naspers. ► The acquisition is in line with Tamedia's strategy to strengthen its position in the This is one of several transactions Tamedia has announced since 2014 aimed at Swiss online market and expand its digital portfolio. The company plans to increase strengthening its digital business segment. Additionally, Tamedia invested in several the EBITDA contribution of its digital business to 50%, compared to ~30% in 2014, by minority stakes in digital companies and entered a joint venture with Swisscom, growing organically and through acquisitions over the next 2-3 years. combining local.ch and search.ch. These M&A activities reflect the company’s ambitions ► Tamedia is planning to profit from synergy effects between the classified to further develop its digital business with a view towards future growth. The transaction advertisement online platforms olx.ch and tutti.ch. Furthermore the combination of is subject to regulatory approval. autoricardo.ch and car4you.ch is planned in order to create a strong player in the Ricardo.ch operates the auction platform ricardo.ch, the vehicle platform Swiss automotive market as an alternative to Autoscout 24. autoricardo.ch, the classified advertisement homepage olx.ch and the online shopping center ricardoshops.ch. Ricardo.ch earned revenues of approx. CHF 40m in 2014 and ► According to Management, Ricardo’s core business is expected to benefit from employs about 220 people in Switzerland and France. positive network effects from Tamedia’s online media, e.g., 20minuten.ch. Deal timeline * Consideration details *

Relative stock performance (in %) Valuation analysis (LTM)

160% 8x 150%

140% 6x 6.0x 130%

120% 4x 110%

100% 2x 3.0x

90% 1.2x 80% 0x Apr-14 May-14 Jun-14 Jul-14 Aug-14 Sep-14 Oct-14 Nov-14 Dec-14 Jan-15 Feb-15 Mar-15 TEV/ Rev. Swiss Market Index Tamedia Naspers Retail and Consumer Products Swiss Market Index Implied Enterprise Value multiples

#Date Event EBITDA = Earnings before Interest, Tax, Depreciation and Amortization 1 12-Sep-2014 Possible sale of Ricardo rumored Net transaction value (CHF m) 240 LTM = Last Twelve Months Implied enterprise value (CHF m) 240 Rev. = Revenue 2 02-Nov-2014 Tamedia confirmed its interest in Ricardo TEV = Total Enterprise Value % sought 100% 3 10-Feb-2015 Tamedia announced to acquire Ricardo Total cash 100% Total stock - * Based on publically available information sourced from Capital IQ.

Events from April to July 2015

Date Day Time Event topic Host Location

10-Apr-2015 Friday 08.00 – 18.00 Swiss Private Equity Conference 2015 pe-conference Zurich

22-Apr-2015 Wednesday 11.30 – 14.00 CEO Luncheon with Dominique Turpin, President, IMD Swiss-American Chamber of Commerce Zurich

21-May-2015 Thursday 18.30 – 21.00 Young SECA get together event SECA Zurich

27-May-2015 Friday 11.30 – 14.00 CEO Luncheon with Heinz Karrer, President of economiesuisse Swiss-American Chamber of Commerce Zurich

29-May-2015 Friday 09.00 – 16.00 India Symposium 2015 India Symposium Zurich

15-Jun-2015 Friday 13.00 – 18.00 venture.ch Investor Day CTI Invest Zurich

17-Jun-2015 Wednesday 09.00 – 17.00 Swiss Medtech Day 2015 Medical Cluster Bern

18-Jun-2015 Thursday 19.00 – 23.00 Young SECA Summer Event SECA Zurich

Upcoming EY corporate finance seminars*

Date Day Time Event topic Host Location 24-Apr-2015 Friday 09.00 – 17.00 Valuation (D) EY Zurich 08-May-2015 Friday 09.00 – 17.00 Financial Modeling in Excel (D) EY Zurich 09-Oct-2015 Friday 09.00 – 17.00 Valuation (E) EY Geneva 30-Oct-2015 Friday 09.00 – 17.00 Financial Modeling in Excel (E) EY Geneva

Selected M&A opportunities

Industry Region Transaction (sale of)/private placement Project Approx. deal size (in USD m) <50 50-150 >150 Chemicals, Construction and Materials Europe Company specialized in engineered clay-based additives for food-packaging applicationsNano √ Energy and Utilities Europe Sale of local heating distribution and facility management Pompeii √ Energy and Utilities Europe Renewable energy developer, EPC and O&M operator Discovery √ Energy and Utilities Africa Farm-in opportunity onshore West Africa utilizing two hydrocarbon basins Spring √ Energy and Utilities Europe Onshore oil discovery in Turkey seeking farm-in partner Olive √ Healthcare Europe Vaccine business Saturn 1 √ Healthcare Europe Developing and selling of diagnostic products Saturn 2 √ Healthcare Middle East Healthcare services provider, specializing in diagnostics and preventive medicine Dayton √ Healthcare Europe Application system providing critical information used for the early detection of Alzheimer's Alois *** Industrial Goods and Services Asia One of the largest manufacturers of automotive graphics in the world Vista √ Industrial Goods and Services Europe Printed circuit boards Green √ Industrial Goods and Services Europe Human-machine interface hardware Blue √ Industrial Goods and Services Europe Manufacturer of aluminum auto parts Dyna √ Industrial Goods and Services Asia Strategic stake in flexible packaging company in India Athena √ Industrial Goods and Services Asia Divestment of equity stake in a logistics company to a strategic investor Spark √ Media, Technology & Telecomm. Europe Audiovisual industrial complex including a film school Illumination √ Media, Technology & Telecomm. Europe Compliance data service provider Vici √ Media, Technology & Telecomm. Middle East Software solution that improves IT performance and integrates IT management Yellow √ Retail and Consumer Products Middle East Online fashion retailer One √ Retail and Consumer Products Asia Opportunity to acquire a distillery in North India Ruby √

* Deal size is available upon request. Note: A high number of additional local and global opportunities are available upon request.

Require assistance in finding targets? Ronald Sauser Our sophisticated, global network gives us direct Managing Director | Head M&A Advisory access to highly qualified sector experts and potential buyers and sellers. Phone +41 58 286 42 04 We are looking forward to discussing your acquisition Mobile +41 58 289 42 04 profile and identifying potential acquisition targets for Email [email protected] you. If you would like to benefit from this offering, please do not hesitate to contact us.

Thomas Korzec Manager

Phone +41 58 286 37 91 Mobile +41 58 289 37 91 Email [email protected]

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General information

► The information in this booklet is based on data provided by S&P Capital IQ, other external data providers as well as EY research.

► While we have carefully selected and reviewed the data, M&A statistics are strongly dependent on the source providers. We do not assume any liability for the accuracy of the information provided. Statistics presented in this booklet should only be regarded as estimates.

Transaction criteria For the purposes of this booklet, transactions were defined by the following criteria:

► Swiss-based seller, buyer or target.

► Announcement in a given quarter, but transaction might have not yet closed.

► Minority or majority stakes, as long as change of control results from the transaction. Furthermore, transactions were:

► Included irrespective of their size, including deals with undisclosed transaction volume.

► Allocated to the respective industry based on the target’s industry classification.

► Included if announced by and valued using market data as of 24 March 2015.

► Sourced from S&P Capital IQ, other external data providers and EY Research.

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