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A MERGERMARKET REPORT ON GLOBAL M&A ACTIVITY

MONTHLY M&A INSIDERJULY 2014

Q2 EDITION

Monthly M&A Insider | July

GLOBAL OVERVIEW

LATIN AMERICA

NORTH AMERICA

ASIA-PACIFIC

EUROPE

MIDDLE EAST & AFRICA

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MERRILL CORPORATION CONTACTS

GLOBAL OVERVIEW

Monthly M&A Insider | July | 01

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

The revival is mostly evident in North America where M&A is up 128% in terms of value and 28% in terms of volume over the same time period last year. Asia-Pacific also saw noteworthy activity by increasing 46% by value and 7% by volume. Comparatively, Europe had a more muted rebound with value increasing only 43% and volume decreasing 5%.

Megadeals Abound in TMTNorth America saw its fair share of deals that listed in the top 10 that carried hefty price tags. The largest global deal for the quarter saw US-based telecommunications holding company AT&T acquire DIRECTV, provider of entertainment content and general digital TV broadcasting for US$65.5bn. This deal certainly cannot compare to last year’s colossal deal between Verizon and Vodafone weighing in at a considerable US$124bn, but contributes to the overall impressive activity seen in the TMT sector. The sector also saw a substantial amount of activity earlier this year in Q1 with Comcast acquiring Time Warner Cable for US$68.5bn.

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

Tied for second place in the top 10 deals for the quarter were two Pharmaceutical deals with the same value of US$45.9bn. The first of which was in North America and saw Valeant Pharmaceuticals, a Canada-based pharmaceutical company, launch a tender offer to acquire a 90.29% stake in Allergan, a US-based multi-specialty healthcare company. This transaction is in line with Valeant’s strategy to expand its position in the emerging markets and in sectors such as ophthalmology, dermatology, aesthetics, and dental.

The second cross-border deal in Europe saw Medtronic, Inc. enter a definitive agreement to acquire Covidien Plc. Once complete, this transaction will enable Medtronic to create a company that has a comprehensive product portfolio and broad global reach to improve healthcare outcomes.

Be on the lookout for other major pharmaceutical companies that can afford to pay big premiums and who are looking to acquire companies that will fill their drug pipelines.

Head of Research: Elias Latsis

Editor: Laura Resetar

For advertising opportunities contact: Erik Wickman Tel: + (1) 212 686 3329 [email protected]

Global overview: Laura Resetar and Lana Vilner

Latin America: Fabio Lopes and Raquel Mozzer

North America: Urna Chakraborty and Demis Memedoski

Asia-Pacific: Hiro Mak and Brandon Taylor

Europe: Lucia Costa and Ewa Liksztet

Middle East & Africa: Silvia Paparello and Andrea Putaturo


LEAGUE TABLES

GLOBAL OVERVIEW

TOP 20 GLOBAL FINANCIAL ADVISERSVOLUME

Ranking Q2 2014 Q2 2013Q2 2014 Q2 2013 Company name Value

(US$m)Deal count Deal count Deal count

change1 4 Goldman Sachs 393,179 102 69 332 7 Morgan Stanley 284,167 82 56 263 11 Citi 185,274 78 43 354 2 KPMG 16,630 78 78 05 1 PwC 9,116 77 95 -186 6 JPMorgan 144,522 74 60 147 9 Bank of America Merrill Lynch 271,862 69 48 218 10 Rothschild 85,868 69 47 229 5 Deloitte 3,655 66 63 310 14 Barclays 167,235 62 38 2411 8 Lazard 209,194 61 49 1212 13 Credit Suisse 133,343 56 40 1613 17 Deutsche Bank 87,265 50 36 1414 20 RBC Capital Markets 72,824 47 29 1815 12 UBS Investment Bank 71,726 39 43 -416 3 EY 12,635 39 72 -3317 19 Jefferies 18,965 36 33 318 36 Evercore Partners 24,521 35 15 2019 21 Houlihan Lokey 11,607 33 27 620 25 Macquarie Group 20,262 31 20 11

Source: Mergermarket

The financial adviser league tables by value and volume have been run from 01-Apr-14 to 30-Jun-14 and exclude lapsed and withdrawn deals. The tables cover all sectors and are based on the geography of either the target, bidder or seller being Global.

TOP 20 GLOBAL FINANCIAL ADVISERSVALUE


(US$m)Deal count Value

(US$m)Value change

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


Monthly M&A Insider | July | 03GLOBAL OVERVIEW

LEAGUE TABLES

TOP 20 GLOBAL LEGAL ADVISERSVOLUME



change1 6 Jones Day 106,814 86 61 252 9 Kirkland & Ellis 68,688 84 57 273 2 Latham & Watkins 104,280 78 76 24 1 DLA Piper 9,961 66 106 -405 10 Freshfields Bruckhaus Deringer 223,683 65 56 96 5 White & Case 60,553 63 62 17 4 Linklaters 88,565 57 63 -68 17 King & Wood Mallesons 21,941 55 37 189 3 Clifford Chance 36,792 54 64 -1010 16 Weil Gotshal & Manges 121,050 53 41 1211 7 Baker & McKenzie 25,709 52 59 -712 15 Norton Rose Fulbright 13,379 51 41 1013 13 Skadden Arps Slate Meagher & Flom 189,225 48 45 314 8 Allen & Overy 39,828 40 57 -1715 22 Simpson Thacher & Bartlett 113,824 39 30 916 20 Shearman & Sterling 84,369 38 32 617 11 CMS 1,834 37 48 -1118 46 Sullivan & Cromwell 235,994 36 19 1719 12 Hogan Lovells International 33,377 35 46 -1120 14 Herbert Smith Freehills 17,555 35 41 -6


The legal adviser league tables by value and volume have been run from 01-Apr-14 to 30-Jun-14 and include lapsed and withdrawn deals. The tables cover all sectors and are based on the geography of either the target, bidder or seller being Global.

TOP 20 GLOBAL LEGAL ADVISERSVALUE



(US$m)Value change

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


GLOBAL OVERVIEW Monthly M&A Insider | July | 04

LEAGUE TABLES

ACTIVITY TABLE OF PRIVATE EQUITY FIRMS ON GLOBAL BUYOUTS

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

ACTIVITY TABLE OF PRIVATE EQUITY FIRMS ON GLOBAL EXITS

VALUERanking

Q2 2014 Company name Value (US$m)

Deal count

1 Kohlberg Kravis Roberts & Co 13,128 112 Temasek Holdings 8,443 73 Blackstone Group 8,105 44 HgCapital 6,990 25 CVC Capital Partners 4,924 66 Cinven 4,188 27= Hopu Investment Management Co 4,000 17= Leonard Green & Partners 4,000 19 Warburg Pincus 3,353 610 Oak Hill Capital Partners 3,290 311 Astorg Partners 3,264 212 Ardian 2,939 413 Golden Gate Capital 2,918 314 Triton Partners 2,805 215 Clayton, Dubilier & Rice 2,561 2


VOLUMERanking


Deal count

1 Kohlberg Kravis Roberts & Co 13,128 112 Temasek Holdings 8,443 73 CVC Capital Partners 4,924 64 Warburg Pincus 3,353 65 The Carlyle Group 1,481 66 LDC 187 67 PAI Partners 1,976 58 Nordic Capital 1,089 59 Sequoia Capital 890 510 Blackstone Group 8,105 411 Ardian 2,939 412 TPG Capital 1,965 413 Summit Partners 1,750 414 Insight Venture Partners 1,002 415 Morgan Stanley Private Equity 701 4


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

VALUERanking


Deal count

1 Kohlberg Kravis Roberts & Co 22,290 32 AlpInvest Partners 19,600 23 GS Capital Partners 17,675 54 TPG Capital 13,750 25 Blackstone Group 13,350 26 The Carlyle Group 9,347 67 Cinven 7,630 38 Apax Partners 7,431 39 HgCapital 7,291 210 Canada Pension Plan Investment Board 7,000 211 Pamlico Capital 6,317 212= Credit Suisse 6,250 112= Madison Dearborn Partners 6,250 112= North Cove Partners 6,250 115 Global Infrastructure Partners 5,995 1


VOLUMERanking


Deal count

1 Accel Partners 981 72 The Carlyle Group 9,347 63 3i Group 2,945 64 GS Capital Partners 17,675 55 Battery Ventures 30 56 Austin Ventures - 57 New Enterprise Associates 884 48 Draper Fisher Jurvetson 785 49 TA Associates Management 746 410 Bessemer Venture Partners 643 411 Mayfield Fund 441 412 North Bridge Venture Partners 395 413 Google Ventures 225 414 Kohlberg Kravis Roberts & Co 22,290 315 Cinven 7,630 3


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

TREND GRAPHS

GLOBAL OVERVIEW Monthly M&A Insider | July | 05

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

Valu

e (U

S$bn

)

Num

ber of deals

0

200

400

600

800

1,000

1,200

1,400

Q214

Q114

Q413

Q313

Q213

Q113

Q412

Q312

Q212

Q112

Q411

Q311

Q211

Q111

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Total value Mid-market value Total volume Mid-market volume

0

500

1,000

1,500

2,000

2,500

3,000

3,500

4,000

4,500

Num

ber of deals

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3,000

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4,000

H1 2014201320122011201020092008


Valu

e (U

S$bn

)

0

2,000

4,000

6,000

8,000

10,000

12,000

14,000

16,000

18,000

Num

ber of deals

0

100

200

300

400

500

600

700

800

900

H1 2014201320122011201020092008

Valu

e (U

S$bn

)

Buyout value Exit value Buyout volume Exit volume

0

500

1,000

1,500

2,000

2,500

3,000

3,500

Valu

e (U

S$bn

)

Num

ber of deals

0

50

100

150

200

250

300

350

400

Q214

Q114

Q413

Q313

Q213

Q113

Q412

Q312

Q212

Q112

Q411

Q311

Q211

Q111

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108


0

100

200

300

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500

600

700

800

900

GLOBAL OVERVIEW

GLOBAL M&A GEOGRAPHIC BREAKDOWN Q2 2014

VOLUME


TREND GRAPHS

VALUE

GLOBAL M&A SECTOR BREAKDOWN Q2 2014

VALUE VOLUME

5.4%

6.1%

8.9%

16.0%

3.2%

8.3%21.3%

2.6%

2.8%

14.3%

2.8%

5.2%

3.1%

Industrials & Chemicals

Technology

Consumer

Energy, Mining & Utilities

Business Services

Financial Services

Pharma, Medical & Biotech

Media

Leisure

Transportation

Construction

Real Estate

Telecommunications

12.9%

19.2%

11.2%

11.0%

8.9%

7.7%

10.5%

4.3%

4.5%

3.2%3.4%

1.7% 1.5%


Technology

Consumer


Business Services

Financial Services


Media

Leisure

Transportation

Construction

Real Estate

Telecommunications

45.5%

29.9%

18.9%

4.2%1.5%

North America

Europe

Asia-Pacific

Central & South America

Middle East & Africa

34.8%

37.0%

22.5%

3.0%

2.7%

North America

Europe

Asia-Pacific

Central & South America

Middle East & Africa

GLOBAL M&A DEAL SIZE BREAKDOWN Q2 2014

VALUE VOLUME

SECTOR ANALYSIS

Monthly M&A Insider | July | 07GLOBAL OVERVIEW

TREND GRAPHS

Return to contents

80

82

84

86

88

90

92

94

96

98

100

H1 2014201320122011201020092008

Perc

enta

ge

90.1% 90.9%89.3% 89.0% 89.3%

0.9% 1.0% 1.1% 1.0% 1.0%

4.6%3.9%

4.5% 4.8% 4.6%

3.8% 3.7%4.7% 4.7% 4.7%

0.6% 0.6%0.5% 0.4% 0.5% 0.4% 0.4%

89.8%

1.0%

4.3%

4.5%

88.4%

1.3%

4.9%

4.8%

US$0-US$250m

US$251m-US$500m

US$501m-US$2,000m

US$2,001m-US$5,000m

>US$5,001m

0

10

20

30

40

50

60

70

80

90

100

H1 2014201320122011201020092008

Perc

enta

ge

41.9% 40.5%

27.3% 30.0% 29.3%

8.9% 7.9% 9.7% 10.1% 9.7%

15.2% 16.5%

20.4% 19.0% 19.5%

19.4% 20.5%27.5% 26.2% 27.6%

14.6% 14.6% 15.1% 14.7% 13.9%

40.6%

8.2%

17.7%

21.9%

11.6%

27.9%

9.9%

19.3%

28.0%

14.9%

US$0-US$250m

US$251m-US$500m

US$501m-US$2,000m

US$2,001m-US$5,000m

>US$5,001m

GLOBAL SECTOR ANALYSISSector Q2 2014 Q2 2013 % change

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

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A MERGERMARKET M&A REPORT ON

LATIN AMERICA


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

Another area that saw high numbers was private equity exits. During Q2, Latin America saw eight exit deals worth US$3.8bn. This is the most activity since Q4 2010, when nine exits were recorded and the highest value since Q2 2008, with a total value of US$4.1bn. This year already has the highest value for LatAm exits, at least over the last 10 years, and we are only halfway through the year. PE firms are buying low and selling high. An example is GP Investments sale of Sascar Tecnologia e Seguranca Automotiva SA to Compagnie Generale des Etablissements Michelin SA for US$708m. GP Investments had acquired a 56% stake in Sascar in 2011 for US$100.89m. The current reported EBITA of the company is US$15.7bn, while in 2011 it was US$7.7bn. Sascar is a Brazil-based digital fleet management and freight security company.

Regarding sectors, Energy, Mining & Utilities remains the most active sector with 20 deals worth US$8bn. Followed by the Financial Services sector with 11 deals worth US$7bn, and surprisingly the Transportation sector with six deals worth US$6.6bn. The Transportation sector had two deals in the top 10 deals announced in Q2 2014, the acquisition of America Latina Logistica (ALL) by Rumo Logistica for US$4.1bn and the purchase of the container business of Compania Sud Americana de Vapores SA by Hapag Lloyd AG for US$1.3bn. The deal of the quarter was Banco Santander’s voluntary offer to acquire 25% of Banco Santander Brasil for US$6.5bn. All three deals mentioned were announced in April this year.

The league tables for Q2 2014 were full of surprises. The Financial Adviser League Table by volume ranked Banco Itau BBA in first place, followed by Santander Global Banking and Markets and Citi sat at third. Santander climbed seven places from last year’s Q2 tables and Citi climbed eight. The big surprise was BTG Pactual dropping from the top spot in Q2 2014 to its current eighth place position. On the Financial Adviser League Table by value, Goldman Sachs secured the first spot, followed by Santander in second and Bank of America Merrill Lynch in third. Their ranking was guaranteed by the fact they all advised on the Santander deal of the quarter. Itau BBA who had taken first place in Q2 2013 ended up in fourteenth place.

The Legal Advisers league tables saw little changes when compared to the same period last year for rankings by volume, but more changes on the table by value. On the LatAm league tables by volume, Pinheiro Neto Advogados ranked first place, followed by Barbosa Mussnich & Aragao in second and Mattos Filho, Veiga Filho, Marrey Jr. e Queiroga Advogados in third. Brazil also took fourth and fifth places with Machado Meyer Sendacz e Opice and Tozzini Freire Teixeira e Silva. This result is expected since the country is the most active in the region. On the LatAm League Table by value, however, Brazil was not represented. The first place went to Davis Polk & Wardwell, climbing from the 48th spot in Q2 2013. Sullivan & Cromwell came in second place in Q2 2014, while in the same period last year they ranked ninth. But the highest move was for White & Case, third place this year, while last year during the same period they ranked 118th.

Brazil closed Q2 with 56 deals and a total value of US$16.5bn, followed by Mexico with 12 deals worth US$6.5bn and Chile with 18 deals worth US$6.5bn. The World Cup has come to an end; however, insecurities in the country were not overcome. During the one month tournament, while Brazilians were connected to their sports channel, the Brazilian economy continued its downward trend. Inflation is above expected levels, the deficit has decreased the confidence of consumers and predictions of growth fell through. The economy is expected to grow only 1% this year. President Rousseff is still the favourite for re-election in October; however, her chances are definitely compromised. People have publically called for changes, accountability and less corruption, which has definitely scared outside investors from entering the country, and may affect deal activity even more for the next quarter.

DEAL OF THE QUARTER

LATIN AMERICA Monthly M&A Insider | July | 10

Deal summary

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

Exit multiples – Y/E 31-Dec-13 Premium analysis

Multiples Value (US$m) Offer price per share (US$) 6.86

Revenue - - 1 day before 18.7%

EBITDA - - 1 month before 27.7%

EBIT - - 1 day after 3.2%

Earnings 12.9 4,370 Pre-rumour -

Banco Santander SA made a voluntary offer to acquire a 25% stake in Banco Santander Brasil for €4.7bn (US$6.5bn).

Banco Santander, the listed Spain-based company headquartered in Madrid, is a bank.

Banco Santander Brasil SA, the listed Brazil-based company headquartered in Sao Paulo, is a financial services company.

TERMS: • The consideration will be paid either in 1 Banco Santander

share or 1 American Depository Receipt (ADR) per 0.70 Banco Santander Brasil share.

• The exchange ratio values each Banco Santander Brasil share at US$6.86, which is based on the bidder’s closing share price of US$9.80 as of 28 -Apr-14, one day before the announcement.

• If all the minority shareholders accept the tender offer, Banco Santander will issue approximately 665m new shares, representing a 5.8% stake in its capital.

• The transaction has an implied equity value of US$26.1bn.

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

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

RATIONALE:• The transaction will increase earnings per share for the

shareholders of Banco Santander.

POST DEAL COMPLETION:• Banco Santander Brasil will continue to be listed on both the

Sao Paulo Stock Exchange and New York Stock Exchange.

CONDITIONS:• Shareholders’ approval.

• Customary conditions and regulatory approval.

BACKGROUND:• Banco Santander Brasil is expected to reach 2014 revenues

of BRL6.4bn (€ 2bn), of which a total €1.5bn would be attributable to Banco Santander. Also, the Brazil-based subsidiary is expected to increase its EPS by 1.3% in 2015 and 1.1% in 2016. Banco Santander Brasil was listed in 2009 with with market capital of US$51.4bn


DEAL OF THE QUARTER

Bidder

Banco Santander SA

Headquarters Ciudad Grupo SantanderAvenida De Cantabria s/nMadrid, 28660Spain

Sector Financial Services

Description Spain-based financial institution primarily engaged in retail banking

Target

Banco Santander Brasil SA

Headquarters Avenida Presidente Juscelino Kubitschek, 2,041 and 2,235 Bloco A – Vila Olímpia Sao Paulo, 04543Brazil


Description Brazil-based bank

Advisers

Target/Seller Bidder

Financial JPMorgan; Rothschild Financial Bank of America Merrill Lynch; Goldman Sachs; Santander Global Banking and Markets; and UBS Investment Bank

Legal Tozzini Freire Teixeira e Silva Advogados; and Uria Menendez

Legal Davis Polk & Wardwell; and Pinheiro Neto Advogados


TOP DEALS

LATIN AMERICA

TOP 10 LATIN AMERICAN ANNOUNCED DEALS OF Q2 2014Announced Bidder company Target company Target dominant

sectorSeller company Exit multiples (x) Bid premia

1-day before

Deal value

(US$m) Revenue EBITDA P/E

29-Apr-14 Banco Santander SA Banco Santander Brasil SA (25% stake)

Financial Services - n/a n/a 12.9 18.7% 6,517

13-Apr-14 MMG South America Management Company Limited

Xstrata Las Bambas SA (99.99% stake)


Glencore Xstrata plc - - 60.1 - 5,850

27-Jun-14 Inmobiliaria Carso SA de CV

America Movil SAB de CV (8.38% stake)

Telecommunications AT&T Inc 1.1 3.4 11.6 -2.8% 5,599

15-Apr-14 Rumo Logistica SA ALL – America Latina Logistica SA

Transportation - 2.7 5.8 37.7 20.0% 4,112

16-May-14 Abbott Investments Luxembourg Sarl

CFR Pharmaceuticals SA Pharma, Medical & Biotech

Positron Limited 4.4 34.1 50.4 52.7% 3,346

30-Jun-14 PPG Industries Inc Comex SA de CV Industrials & Chemicals

- 2.3 - - - 2,300

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

Transportation Compania Sud Americana de Vapores SA

- - - - 1,371

15-Jun-14 American Tower Corporation

BR Towers SA Telecommunications GP Investments Limited; and Banco Bradesco BBI SA

22.4 43.2 - - 979

04-Apr-14 Empresa de Energia de Bogota SA ESP

Transportadora de Gas Internacional SA ESP (31.92% stake)


Citi Venture Capital International

- - - - 880

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

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

LEAGUE TABLES


TOP 20 LATIN AMERICAN FINANCIAL ADVISERSVALUE



(US$m)Value change

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


TOP 20 LATIN AMERICAN FINANCIAL ADVISERSVOLUME



change1 2 Banco Itau BBA 2,605 11 13 -22 9 Santander Global Banking and Markets 12,910 7 3 43 11 Citi 9,459 6 3 34 3 Goldman Sachs 13,089 5 7 -25 27 Deutsche Bank 8,391 5 1 46 7 JPMorgan 7,445 4 4 07 6 Morgan Stanley 3,402 4 4 08 1 Banco BTG Pactual 862 4 14 -109 8 Rothschild 12,000 3 4 -110 23 Credit Suisse 6,873 3 1 211 4 Banco Bradesco BBI 5,618 3 6 -312 22 Barclays 4,054 3 1 213 19 PwC 1,961 3 2 114 10 Bank of America Merrill Lynch 12,367 2 3 -115 15 UBS Investment Bank 7,023 2 2 016 44 Deloitte 80 2 1 117 - RBC Capital Markets 75 2 - -18 - KPMG - 2 - -19 - BMO Capital Markets 5,850 1 - -20 - HSBC 2,300 1 - -


The financial adviser league tables by value and volume have been run from 01-Apr-14 to 30-Jun-14 and exclude lapsed and withdrawn deals. The tables cover all sectors and are based on the geography of either the target, bidder or seller being Latin American.


LEAGUE TABLES

TOP 20 LATIN AMERICAN LEGAL ADVISERSVALUE



(US$m)Value change

(%)1 48 Davis Polk & Wardwell 9,863 2 173 5,601%2 9 Sullivan & Cromwell 9,255 2 1,399 562%3 118 White & Case 8,158 4 - - 4 13 Pinheiro Neto Advogados 7,771 7 1,339 480%5 28 Tozzini Freire Teixeira e Silva Advogados 7,632 5 538 1,319%6 11 Linklaters 7,238 4 1,374 427%7 78 Uria Menendez 6,915 3 150 46,000%8 2 Barbosa, Mussnich & Aragao 5,907 7 6,215 -5.0%9 30 Rodrigo Elias & Medrano 5,882 3 523 1,025%

10= - Dentons 5,850 1 - - 10= - Estudio Grau 5,850 1 - - 12 - Creel, Garcia-Cuellar, Aiza y Enriquez 5,599 2 - - 13 1 Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados 4,671 6 6,582 -29.0%14 6 Cleary Gottlieb Steen & Hamilton 3,891 2 1,890 106%15 - Clifford Chance 3,744 2 - - 16 - Russi & Eguiguren 3,346 1 - - 17 17 Carey y Cia 2,428 5 896 171%18= 62 Basham Ringe & Correa 2,300 1 105 2,090%18= 14 Hogan Lovells International 2,300 1 1,235 86.2%20 39 Baker & McKenzie 2,189 5 345 534%


TOP 20 LATIN AMERICAN LEGAL ADVISERSVOLUME



change1 2 Pinheiro Neto Advogados 7,771 7 10 -32 5 Barbosa, Mussnich & Aragao 5,907 7 6 13 1 Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados 4,671 6 12 -64 4 Machado Meyer Sendacz e Opice 1,054 6 7 -15 8 Tozzini Freire Teixeira e Silva Advogados 7,632 5 6 -16 17 Carey y Cia 2,428 5 3 27 3 Baker & McKenzie 2,189 5 8 -38 118 White & Case 8,158 4 1 39 25 Linklaters 7,238 4 2 210 - Lobo & de Rizzo Advogados 965 4 - -11 - Skadden Arps Slate Meagher & Flom 150 4 - -12 80 Uria Menendez 6,915 3 1 213 9 Rodrigo Elias & Medrano 5,882 3 6 -314 14 Demarest 1,459 3 4 -115 11 Souza, Cescon, Barrieu & Flesch Advogados 1,450 3 5 -216 - Koury Lopes Advogados (KLA) 1,214 3 - -17 7 Stocche, Forbes, Padis, Filizzola e Clapis Advogados 208 3 6 -318 6 Jones Day 196 3 6 -319 18 Davis Polk & Wardwell 9,863 2 3 -120 23 Sullivan & Cromwell 9,255 2 2 0


The legal adviser league tables by value and volume have been run from 01-Apr-14 to 30-Jun-14 and include lapsed and withdrawn deals. The tables cover all sectors and are based on the geography of either the target, bidder or seller being Latin American.

TREND GRAPHS


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

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

Valu

e (U

S$bn

)

Num

ber of deals

0

10

20

30

40

50

60

70

Q214

Q114

Q413

Q313

Q213

Q113

Q412

Q312

Q212

Q112

Q411

Q311

Q211

Q111

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108


0

50

100

150

200

250

Num

ber of deals

0

20

40

60

80

100

120

140

160

180

H1 2014201320122011201020092008


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S$bn

)

0

100

200

300

400

500

600

700

800

Num

ber of deals

0

1,000

2,000

3,000

4,000

5,000

6,000

7,000

8,000

H1 2014201320122011201020092008

Valu

e (U

S$m

)


0

10

20

30

40

50

60

70

Valu

e (U

S$m

)

Num

ber of deals

0

500

1,000

1,500

2,000

2,500

3,000

3,500

4,000

4,500

Q214

Q114

Q413

Q313

Q213

Q113

Q412

Q312

Q212

Q112

Q411

Q311

Q211

Q111

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108


0

5

10

15

20

25

30

LATIN AMERICAN M&A GEOGRAPHIC BREAKDOWN Q2 2014

VALUE VOLUME

Monthly M&A Insider | July | 16LATIN AMERICA

TREND GRAPHS

20.1%

17.7%

16.6%

16.4%

8.8%

7.7%

0.3%1.4%

1.3%

1.6%

3.1%4.4%

0.6%


Financial Services

Transportation

Telecommunications



Business Services

Consumer

Technology

Construction

Leisure

Agriculture

Media

18.3%

10.1%

5.5%

3.7%

3.7%

16.5%

1.8%

2.8% 1.8%8.3%

7.3%

10.1%

10.1%


Financial Services

Transportation

Telecommunications



Business Services

Consumer

Technology

Construction

Leisure

Agriculture

Media

0.1%

0.2%

16.0%

20.7%

0.1% 16.3%

41.3%

3.6%1.7%

Brazil

Chile

Colombia

Ecuador

El Salvador

Guatemala

Mexico

Peru

Argentina

0.9%

11.0%

51.5%

4.6%4.6%

0.9%

1.8%

16.5%

6.4%

0.9%

Brazil

Chile

Colombia

Costa Rica

Ecuador

El Salvador

Guatemala

Honduras

Mexico

Peru

Argentina

0.9%

LATIN AMERICAN M&A SECTOR BREAKDOWN Q2 2014

VALUE VOLUME

LATIN AMERICA

SECTOR ANALYSIS


LATIN AMERICAN M&A DEAL SIZE BREAKDOWN Q2 2014

VALUE VOLUME

TREND GRAPHS

Return to contents

20

30

40

50

60

70

80

90

100

H1 2014201320122011201020092008

Perc

enta

ge

88.1% 85.8% 86.3% 86.7%

4.9% 6.8% 8.0%6.2% 5.8%

5.2%5.3%

6.6%5.6% 6.5%

1.2% 1.8% 2.0% 1.1% 0.7%0.6% 0.3% 1.2% 1.2%0.9%0.8% 0.3%

86.2%

6.0%

6.9%2.5%

83.5%

5.8%

7.0%

US$0-US$250m

US$251m-US$500m

US$501m-US$2,000m

US$2,001m-US$5,000m

>US$5,001m

82.2%

0

10

20

30

40

50

60

70

80

90

100

H1 2014201320122011201020092008

Perc

enta

ge

30.4%

9.2%

39.3%28.6%

21.9%

9.9% 10.1%

7.5%

9.5%

10.3%13.6%

25.1%36.6%

24.7%

28.6%

33.7%

20.1%

29.3%

19.0%

18.2%

14.4%

14.5% 14.8% 14.3% 16.4%

16.3%

45.6%

17.3%

20.8%8.7%

21.5%

28.5%

30.2%

11.1%

US$0-US$250m

US$251m-US$500m

US$501m-US$2,000m

US$2,001m-US$5,000m

>US$5,001m

LATIN AMERICAN SECTOR ANALYSISSector Q2 2014 Q2 2013 % change

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



NORTH AMERICA

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

The Consumer sector saw an interesting turn of events when Hillshire Brands’ US$6.6bn intended acquisition of Pinnacle Foods fell through due to Tyson Foods’ new US$7.7bn offer to acquire Hillshire; however, it was contingent upon the release from its agreement to acquire Pinnacle. The Consumer sector on the whole has been relatively active, with 105 deals collectively valued at US$20bn in Q2, a 2% increase in volume but 5% decrease in value from Q2 2013, which saw 103 deals worth US$21bn. Energy, Mining & Utilities saw two deals in the top 10 for the quarter and finished H1 with a 20.1% market share (179 deals, US$86.4bn) – a 189% increase by value and 58% increase by volume from Q2 2013, which saw 113 deals worth US$29.9bn.

H1 2014 finished with 2,590 deals worth US$736bn, a 92% increase by value and a 26% increase by volume from H1 2013 (2,054 deals worth US$383.2bn). Average deal size also increased substantially from H1 2013 to H1 2014, approximately doubling, meaning companies have been keen to pay higher price tags for targets this year.

Goldman Sachs topped the North American Financial Adviser league tables by value and volume, having advised on 71 deals worth US$294.7bn, a 283% increase by value from Q2 2013 (US$76.9bn). Bank of America Merrill Lynch came in second by value with US$220.6bn and JPMorgan came in second by volume with 53 deals, 21 more than the comparable period last year. Sullivan & Cromwell jumped nine spots to top the North American Legal Advisers League Table by value with 29 deals worth US$208.3bn and Skadden Arps Slate Meagher & Flom dropped from the top spot to second by value with US$168.6bn in deals. Kirkland & Ellis and Jones Day took the top and second spots by volume with 77 deals and 66 deals, respectively.

The top deal for the quarter was AT&T’s acquisition of DirecTV for US$65.5bn, which further increased the Telecommunications sector’s presence for the year. In Q2 alone, the sector racked up US$81.3bn from just 12 deals, a huge increase in value from Q2 2013 (US$732m), and held an 18.9% market share. Looking forward, it seems the sector will continue to be a strong performer with the announcement of Softbank’s agreement to acquire T-Mobile US from Deutsche Telecom, effectively paving the way for a potential merger between the US mobile carrier and Sprint.

Consolidation and expansion of pipeline products seem to be the main driving factors behind the large value transactions in the Pharma, Medical & Biotech sectors, such as Valeant’s US$45.9bn acquisition of a 90% stake in Allergan, Bayer’s US$14bn acquisition of Merck’s consumer care business, and Zimmer’s US$13.4bn acquisition of Biomet. The sector was a hotbed of activity, taking up almost a quarter of the market share by value with 125 deals worth US$106.8bn, a 120% increase by value and 28% increase by volume from Q2 2013, which saw 98 deals worth US$48.5bn. The industry inherently lends itself to these high value deals as intellectual property acquisitions often come at a premium price. This sector will most likely continue to produce large transactions mostly due to new products still in the pipeline and the availability of cheap financing for future cross-border purchases.

DEAL OF THE QUARTER

NORTH AMERICA Monthly M&A Insider | July | 19

AT&T Inc has signed a definitive agreement to acquire DirecTV Group Inc.

AT&T, the listed US-based company headquartered in Dallas, Texas, is a telecommunications company.

DirecTV, the listed US-based company headquartered in El Segundo, California, is a provider of entertainment content and general digital TV broadcasting via satellite and cable networks.

TERMS:• AT&T will acquire 502,224,444 shares of DirecTV, at an

inferred offer price of US$95 per share, valuing the deal at US$65.5bn.

- US$28.5 per share in cash and US$66.5 per share in AT&T stock will be offered to DirecTV shareholders, based on AT&T closing share price on 16-May-14.

- The stock offer price is such that DirecTV shareholders will receive 1.905 AT&T shares if AT&T stock price is below US$34.9 at closing and 1.724 AT&T shares if AT&T stock price is above US$38.58 at closing. If AT&T stock price at closing remains between US$34.90 and US$38.58, DirecTV shareholders will receive a number of shares between 1.724 and 1.905, equal to US$66.5 in value.

• The offer represents a premium of 10.2% based on DirecTV’s closing share price of US$86.18 on 16-May-14, one day prior to the announcement, and a premium of 25.6% based on DirecTV’s closing share price of US$75.64 on 17 April 2014, one month prior to the announcement.

• The implied equity value of the transaction is approximately US$47.7bn.

• If a superior offer were to emerge for DirecTV, the company would be required to give AT&T at least 5 business days to make adjustments to its current offer before DirecTV ‘s Board of Directors could effect a change of recommendation of the deal.

FINANCING:

• AT&T will finance the cash portion of the transaction through an arrangement of cash on hand, sale of non-core assets, committed financing facilities, and opportunistic debt market transactions.

TERMINATION DATE:• The termination date for the transaction is 18-May-15, but it

can be extended to 13-Nov-15 under certain circumstances.

TERMINATION FEE:• The agreement includes a termination fee of US$1,445m

to be paid by DirecTV to AT&T upon termination of this agreement by DirecTV for any superior proposal.

RATIONALE & SYNERGIES: • The addition of DirecTV will diversify AT&T’s revenue

mix and provide it with numerous growth opportunities as it is expected to increase video revenues, accelerate broadband growth and significantly expand revenues from outside US markets.

• The acquisition will enable AT&T to expand and enhance its high-speed broadband in order to serve 15 million customer locations in rural areas where AT&T does not exist at present.

POST DEAL DETAILS:• DirectTV shareholders will own between 14.5% and 15.8%

of AT&T outstanding shares on a fully-diluted basis.

• DirectTV will operate as a wholly-owned subsidiary of AT&T.

• AT&T expects the acquisition to be accretive on a free cash flow per share and adjusted EPS basis within the first 12 months after closing.

• AT&T expects cost synergies to exceed US$1.6bn on an annual run rate basis by third year after closing.

EXPECTED COMPLETION:

The transaction is expected to close by 18-May-15.

CONDITIONS:• DirectTV shareholder approval.

• US Federal Communications Commission review.

• US Department of Justice approval.

Deal summary

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


BACKGROUND:• The transaction has been unanimously approved by the

Boards of Directors of both companies.

• In order to facilitate the regulatory approval process in Latin America, AT&T intends to divest its interest in America Movil SAB de CV, which includes 73 million publicly listed L shares and all of its AA shares, representing approximately 8.4% stake in the at&tcompany.

- The divestment of America Movil forms a noteworthy component of this acquisition, since DirecTV has significant

operations in Latin America and this would bring AT&T into competition with America Movil, which could raise regulatory issues.

- AT&T’s designees to the America Movil Board of Directors will tender their resignations immediately to avoid any form of disagreement.

• Earlier in February 2008, Liberty Media Corporation, the listed US-based holding company, acquired a 41% stake in DirecTV for US$11.7bn and in April 2008 it acquired a 7% stake for US$2bn.

DEAL OF THE QUARTER

Advisers


Financial Bank of America Merrill LynchGoldman Sachs

Financial Lazard

Legal Cleary Gottlieb Steen & Hamilton (Advising Goldman Sachs); Harris Wiltshire & GrannisJones Day; Shearman & Sterling (Advising Bank of America Merrill Lynch); Simpson Thacher & Bartlett; and Weil Gotshal & Manges

Legal Arnold & Porter; Debevoise & Plimpton (Advising Lazard); and Sullivan & Cromwell

PR Joele Frank Wilkinson Brimmer Katcher PR Brunswick Group


Multiples Value (US$m) Offer price per share (US$) 95

Revenue 2.1 31,754 1 day before 10.2%

EBITDA 8.2 7,978 1 month before 25.6%

EBIT 12.7 5,150 1 day after 12.2%

Earnings 18.4 2,885 Pre-rumour 24.0%

Target

DIRECTV

Headquarters 2260 East Imperial HighwayEl Segundo, CA 90245US

Sector Telecommunications

Description US-based provider of entertainment content and general digital TV broadcasting via satellite and cable networks

Bidder

AT&T Inc

Headquarters 208 South Akard StreetDallas, TX 75202US

Sector Telecommunications

Description US-based telecommunications company


TOP DEALS

NORTH AMERICA

TOP 10 NORTH AMERICAN ANNOUNCED DEALS OF Q2 2014Announced Bidder company Target company Target dominant


1-day before

Deal value

(US$m) Revenue EBITDA P/E

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

18-Jun-14 Valeant Pharmaceuticals International Inc

Allergan Inc (90.29% stake) Pharma, Medical & Biotech

- 8.0 24.3 39.9 6.3% 45,853

06-May-14 Bayer AG Merck & Co (consumer care business)


Merck & Co Inc 6.5 - - - 14,200

24-Apr-14 Zimmer Holdings Inc Biomet Inc Pharma, Medical & Biotech

- 4.4 40.3 (loss) - 13,350

30-Apr-14 Exelon Corporation Pepco Holdings Inc Energy, Mining & Utilities

- 2.6 10.7 60.6 19.6% 12,186

23-Jun-14 Wisconsin Energy Corporation

Integrys Energy Group Inc Energy, Mining & Utilities

- 1.6 10.8 16.3 17.3% 9,037

28-Apr-14 Charter Communications Inc Time Warner Cable Inc (Cable systems serving 1.4m customers)

Telecommunications Comcast Corporation - - - - 7,300

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

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

10-Apr-14 SLM Corporation (shareholders)

Navient Corporation Financial Services Sallie Mae Inc n/a n/a - - 6,430

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


LEAGUE TABLES

Monthly M&A Insider | July | 22NORTH AMERICA

TOP 20 NORTH AMERICAN FINANCIAL ADVISERSVALUE



(US$m)Value change

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


TOP 20 NORTH AMERICAN FINANCIAL ADVISERSVOLUME



change1 1 Goldman Sachs 294,658 71 43 282 2 JPMorgan 92,071 53 32 213 3 Bank of America Merrill Lynch 220,616 51 30 214 6 Morgan Stanley 158,064 51 28 235 8 Citi 70,159 49 26 236 10 Barclays 128,878 47 24 237 7 RBC Capital Markets 70,706 42 28 148 12 Credit Suisse 54,032 37 22 159 5 Deutsche Bank 47,044 33 28 510 9 Houlihan Lokey 10,805 31 25 611 4 Jefferies 15,358 30 29 112 15 Lazard 112,900 28 17 1113 17 Evercore Partners 17,981 27 14 1314 14 Stifel/KBW 4,283 27 18 915 13 Raymond James & Associates 1,820 23 19 416 19 KPMG 1,819 22 14 817 23 Sandler O'Neill & Partners 2,446 20 11 918 33 Robert W. Baird & Co 2,917 18 7 1119 16 Moelis & Company 11,546 17 14 320 11 UBS Investment Bank 25,124 16 23 -7


The financial adviser league tables by value and volume have been run from 01-Apr-14 to 30-Jun-14 and exclude lapsed and withdrawn deals. The tables cover all sectors and are based on the geography of either the target, bidder or seller being US or Canadian.


LEAGUE TABLES

TOP 20 NORTH AMERICAN LEGAL ADVISERSVOLUME



change1 2 Kirkland & Ellis 62,215 77 51 262 3 Jones Day 105,506 66 49 173 1 Latham & Watkins 98,705 62 62 04 4 DLA Piper 7,869 39 47 -85 5 Skadden Arps Slate Meagher & Flom 168,595 35 35 06 9 Weil Gotshal & Manges 106,795 34 26 87 6 White & Case 42,047 32 35 -38 45 Baker & McKenzie 21,997 31 13 189 11 Norton Rose Fulbright 12,254 30 23 710 37 Goodwin Procter 3,250 30 15 1511 23 Cooley 2,750 30 20 1012 30 Sullivan & Cromwell 208,281 29 16 1313 10 Simpson Thacher & Bartlett 108,845 29 24 514 13 Shearman & Sterling 76,423 27 23 415 8 Morgan Lewis & Bockius 21,315 27 28 -116 18 Blake, Cassels & Graydon 77,049 26 21 517 14 Vinson & Elkins 13,647 26 23 318 52 Wachtell, Lipton, Rosen & Katz 85,471 24 11 1319 16 Paul Weiss Rifkind Wharton & Garrison 22,144 24 22 220 7 Stikeman Elliott 14,374 24 31 -7


The legal adviser league tables by value and volume have been run from 01-Apr-14 to 30-Jun-14 and include lapsed and withdrawn deals. The tables cover all sectors and are based on the geography of either the target, bidder or seller being US or Canadian.

TOP 20 NORTH AMERICAN LEGAL ADVISERSVALUE



(US$m)Value change

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


ACTIVITY TABLE OF PRIVATE EQUITY FIRMS ON NORTH AMERICAN BUYOUTS


LEAGUE TABLES

ACTIVITY TABLE OF PRIVATE EQUITY FIRMS ON NORTH AMERICAN EXITS

VOLUMERanking


Deal count

1 GS Capital Partners 17,675 52 Accel Partners 725 53 Battery Ventures 30 54 Austin Ventures - 55 New Enterprise Associates 884 46 Draper Fisher Jurvetson 785 47 Bessemer Venture Partners 643 48 Mayfield Fund 441 49 North Bridge Venture Partners 395 410 Google Ventures 225 411 The Carlyle Group 3,260 312 JMI Equity 1,100 313 Genstar Capital 871 314 TSG Consumer Partners 837 315 Kleiner, Perkins, Caufield & Byers 730 3


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

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

VALUERanking


Deal count

1 AlpInvest Partners 19,600 22 GS Capital Partners 17,675 53 Kohlberg Kravis Roberts & Co 15,300 24 TPG Capital 13,750 25 Blackstone Group 13,350 16 Canada Pension Plan Investment Board 7,000 27 Pamlico Capital 6,317 28= Credit Suisse 6,250 18= Madison Dearborn Partners 6,250 18= North Cove Partners 6,250 111 Global Infrastructure Partners 5,995 112 Onex Corporation 5,400 113 Apax Partners 4,000 114 Hellman & Friedman 3,450 215 The Carlyle Group 3,260 3


VOLUMERanking


Deal count

1 Blackstone Group 8,105 42 Kohlberg Kravis Roberts & Co 3,273 43 Golden Gate Capital 2,918 34 Warburg Pincus 1,900 35 American Securities 1,800 36 Summit Partners 1,750 37 Insight Venture Partners 752 38 Vista Equity Partners 578 39 Clearlake Capital Group 356 310 BG Capital Group - 311 Varsity Healthcare Partners - 312 Oak Hill Capital Partners 2,950 213 The Carlyle Group 900 214 Sentinel Capital Partners 800 215 Apollo Global Management 626 2


VALUERanking


Deal count

1 Blackstone Group 8,105 42= CVC Capital Partners 4,000 12= Leonard Green & Partners 4,000 14 Kohlberg Kravis Roberts & Co 3,273 45 Oak Hill Capital Partners 2,950 26 Golden Gate Capital 2,918 37 Warburg Pincus 1,900 38 American Securities 1,800 39 Summit Partners 1,750 310 CCMP Capital Advisors 1,475 111= Google Ventures 1,200 111= Kleiner, Perkins, Caufield & Byers 1,200 111= Menlo Ventures 1,200 114 Clayton, Dubilier & Rice 910 115 The Carlyle Group 900 2


TREND GRAPHS


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

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

Valu

e (U

S$bn

)

Num

ber of deals

0

200

400

600

800

1,000

1,200

1,400

1,600

1,800

H1 2014201320122011201020092008


0

1,000

2,000

3,000

4,000

5,000

6,000

Valu

e (U

S$bn

)

Num

ber of deals

0

50

100

150

200

250

300

350

400

450

500

H1 2014201320122011201020092008


0

200

400

600

800

1,000

1,200

Valu

e (U

S$bn

)

Num

ber of deals

0

100

200

300

400

500

600

Q214

Q114

Q413

Q313

Q213

Q113

Q412

Q312

Q212

Q112

Q411

Q311

Q211

Q111

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108


0

200

400

600

800

1,000

1,200

1,400

1,600

Valu

e (U

S$bn

)

Num

ber of deals

0

50

100

150

200

250

Q214

Q114

Q413

Q313

Q213

Q113

Q412

Q312

Q212

Q112

Q411

Q311

Q211

Q111

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108


0

50

100

150

200

250

300

350


NORTH AMERICAN M&A SECTOR BREAKDOWN Q2 2014

VALUE VOLUME

TREND GRAPHS

6.9%

6.7%

20.1%

8.1%

3.5%24.8%

4.7%

0.3%

18.9%

0.3%

2.3%2.0%

1.4%


Technology


Financial Services

Business Services


Consumer

Media

Leisure

Construction

Transportation

Telecommunications

Real Estate

16.4%

16.2%

13.9%

10.6%

10.5%

9.7%

8.1%

3.1%

2.9%

0.9%

1.5%

0.9%

0.6%

4.5%

0.2%


Technology


Financial Services

Business Services


Consumer

Media

Leisure

Construction

Transportation

Telecommunications

Real Estate

Agriculture

Defence

NORTH AMERICAN M&A DEAL SIZE BREAKDOWN Q2 2014

VALUE VOLUME

0

10

20

30

40

50

60

70

80

90

100

H1 2014201320122011201020092008

Perc

enta

ge

49.1%58.7%

31.8%37.5%

32.3%

7.3%5.5%

9.8% 9.0% 8.2%

17.4%

13.2%

27.8%20.6% 27.5%

13.9%

13.3%

17.9%

21.1%21.3%

12.3% 9.3% 12.7% 11.8% 10.7%

42.1%

7.4%

24.3%

15.5%

48.5%

16.1%

8.3%

7.3%

19.8%

10.7%

US$0-US$250m

US$251m-US$500m

US$501m-US$2,000m

US$2,001m-US$5,000m

>US$5,001m

75

80

85

90

95

100

H1 2014201320122011201020092008

Perc

enta

ge

90.6% 91.1%

87.6% 87.6% 87.1%

0.9% 1.0% 1.1% 1.4% 1.4%

4.1% 3.8%

5.2% 5.4%5.0%

3.7% 3.4%5.5% 4.9% 6.0%

0.7% 0.7% 0.6% 0.6%0.5%

86.3%

1.6%0.8%

5.9%

5.4%

0.7%

88.6%

1.1%

4.4%

5.3%

US$0-US$250m

US$251m-US$500m

US$501m-US$2,000m

US$2,001m-US$5,000m

>US$5,001m


SECTOR ANALYSIS

Return to contents

NORTH AMERICAN SECTOR ANALYSISSector Q2 2014 Q2 2013 % change

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



ASIA-PACIFIC

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

Intra-regional trendsFor this quarter, China once again had the most M&A activity in Asia-Pacific, with 312 transactions representing 37.2% of volume. Deal values for the country totalled US$77bn, roughly 42% of total value in the region. Transactions in China were highlighted by several deals involving the mining and media subsectors on the heels of a trend involving industry consolidations and China’s search to secure natural resources.

Across the region, Industrials & Chemicals and Telecom, Media & Technology (TMT) were the leading sectors in transactional volume with 167 and 161 deals, respectively, for the quarter. However, in regards to total deal value in targeted sectors, TMT ranked second with US$24.4bn. Energy, Mining & Utilities was third at US$22.2bn.

Inbound interestBased on inbound M&A, however, China had only 21 deals (15% of volume) worth US$2.6bn (11% of value). Australia had 38 deals (28% of volume) worth US$8bn (33% of value) followed by India’s 27 transactions (20% of volume) worth US$5.5bn (23% of value). Inbound acquisitions in Australia involved a number of large-cap deals into the consumer sector, highlighted by South Africa-based Woolworth International’s US$2bn deal to acquire retailer David Jones and private equity firm KKR’s offer of US$3bn to acquire Treasury Wine Estates.

Inbound transactions targeting India also saw a number of high-value consumer sector deals reach completion. United Kingdom-based premium drinks maker Diageo completed at US$3bn deal for a 26% stake in United Spirits. Also, Vodafone Group, the listed UK-based telecommunications company, through its India-based subsidiary Prime Metals Ltd, acquired a 11% stake in Vodafone India Limited, the India-based telecom operator for US$1.5bn.

Australian miningHelping to drive energy deals was a wave of activity in Australia’s mining sector. Deal activity in Australia ramped up in the second half of the past year and is expected to continue into 2015. In Asia, foreign bidders will continue to be interested in Australia’s resources sector despite a persistently strong Australian dollar.

Recent deals include UK-based IGas Energy making a recommended offer for Dart Energy, Hong Kong-based Zhongjin Lingnan Mining Company making a cash bid for Perilya, and Canada-based Baytex Energy’s recommended cash bid for Aurora Oil and Gas, among others.

Deal activity in South KoreaSouth Korea remains firmly in place as the region’s fourth largest participant in M&A deals in both volume and value. China, Australia and Japan held the top three spots for the quarter. Although there has been an overall drop in total value this quarter – from US$25.3bn to US$14.9bn – South Korea has seen an increase in activity from 67 to 75 transactions.

Private equity buyouts in South Korea for Q2 are second only to China regionally with PE firms accounting for over US$1.7bn in transactions this past quarter. One particularly significant PE buyout comes from IMM Investment Corp. purchasing the liquefied natural gas transportation unit of Hyundai Merchant Marine. The deal was worth US$964.9m and is in line with the company’s strategy to focus on containers and bulk carrier business.

DEAL OF THE QUARTER

Monthly M&A Insider | July | 29ASIA-PACIFIC

Deal summary

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

CITIC Pacific Limited has agreed to acquire 100% stake in CITIC Limited from CITIC Group Corporation and Beijing CITIC Enterprise Management Co Ltd.

TERMS:• Cash consideration of CN¥49.92bn (US$8.03bn).

• Equity consideration by issue of 16,578,756,438 CITIC Pacific consideration shares to Citic Group at a value of CN¥177.01bn (US$28.463bn).

• The 16,578,756,438 consideration shares and 4,675,123,032 placing shares will be issued at price of HK$13.48 (US$1.74) per share.

SUBSIDIARIES OF CITIC LIMITED AND THE SHAREHOLDING STRUCTURE:CITIC Limited as a conglomerate is engaged in financial services, real estate and infrastructure, engineering contracting, resources and energy, manufacturing and other activities. The following is the information about the stake held by CITIC Limited in its various subsidiaries:

• Financial Services: 66.95% stake in CITIC Bank, 20.30% stake in CITIC Securities, 100% stake in CITIC Trust, 50% stake in CITIC Prudential, 73.02% stake in CITIC Kingview Capital, 100% stake in CITIC Finance and certain stakes in CITIC Industrial Investment and CITIC Holdings.

• Real Estate and Infrastructure: 88.37% stake in CITIC Real Estate, 100% stake in CITIC Heye, 100% stake in CITIC Industrial Investment and certain stakes in CITIC Hong Kong and CITIC-POWER Investments Co Limited.

• Engineering Contracting: 100% stakes in CITIC Construction and CITIC Engineering Design.

• Resources and Energy: 59.41% stake in CITIC Resources, 100% stake in CITIC Metal, CITIC United Asia and certain stakes in CITIC Australia, CITIC Kazakhstan and CITIC Projects Management (HK) Limited.

• Manufacturing: 71.04% stake in CITIC Heavy Industries and 100% stake in CITIC Dicastal.

• Other businesses: 18.33% stake in CITIC Telecom International, 37.59% stake in Asiasat, 42.18% stake in

CITIC Offshore Helicopter Co Ltd, and 100% stakes in CITIC Press, CITIC Tianjin, CITIC Tourism, Guoan Club and certain stake in CITIC Investment (HK) Ltd., China International Economic Consultants, CITIC Capital Mansion and CITIC Building.

FINANCING: • The cash consideration will be financed through equity fund

raising, and if required, through internal cash resources, bank borrowings or other means.

• The equity funding will be made through the placing of 4,675,123,032 CITIC Pacific shares.

RATIONALE:• The acquisition will provide CITIC Pacific with an opportunity

to acquire a multi-industry platform in China and will enable the enlarged group to capitalise on the opportunities arising from China’s economic development.

• It will broaden CITIC Pacific’s debt financing channels and will also help the company in raising debt financing through various bond products and channels in China’s domestic securities market.

• It will enable CITIC Pacific to completely utilise and integrate the business networks, customer base, government relationships and other resources of CITIC Limited.

• The transaction will expand CITIC Pacific’s net assets by over four times.

POST DEAL DETAILS:• Post completion, CITIC Pacific will hold a 100% stake in

CITIC Limited.

• CITIC Group will hold 18,677,492,723 shares of CITIC Pacific, representing 75% of CITIC Pacific’s enlarged share capital of 24,903,323,630 shares. The remaining 25% will be free float.

• CITIC Pacific intends to change its name from CITIC Pacific Limited to CITIC Limited along with its Chinese name, subject to approval by the shareholders at the EGM.

• CITIC Limited will be renamed CITIC Corporation Limited.


DEAL OF THE QUARTER

EXPECTED COMPLETION:The transaction is expected to be completed by 29-Aug-14.

CONDITIONS:• CITIC Pacific’s independent shareholders approval.

• PRC Ministry of Finance approvals.

• PRC Ministry of Commerce approval.

• China Securities Regulatory Commission approval.

• Other PRC regulatory authorities’ approval.

BACKGROUND:• As at Dec-13, CITIC Limited had HK$267.779bn (US$34.54bn)

of assets and HK$159.47bn (US$20.57bn) of liabilities.

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

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

• On 26-Mar-14, the parties involved In the transaction had signed framework agreement for the transaction.

• Prior to the acquisition, CITIC Group held 99.99% stake and CITIC Enterprise Management held 0.1% stake in CITIC Limited.

• CITIC Group held 57.51% stake in CITIC Pacific.

UPDATE:

• 14-May-14: The total consideration has been revised to CN¥227bn (US$36.5bn).

UPDATE:• 03-Jun-14: CITIC Pacific Limited has received shareholders

approval to acquire CITIC Limited from CITIC Group Corporation and Beijing CITIC Enterprise Management Co Ltd.

Advisers


Financial - Financial China Securities Co Ltd; CITIC Securities Co Ltd; Morgan Stanley; and Somerley Limited

Legal - Legal Freshfields Bruckhaus Deringer LLP; and JiaYuan Law Offices

PR - PR Brunswick Group

Mergermarket/dealReporter intelligence

11-Apr-14 CITIC Pacific to announce capital injection plan next Wednesday

16-Apr-14 CITIC Pacific to acquire CITIC Limited from CITIC Group for US$36.5bn

17-Apr-14 CITIC Pacific’s US$36.5bn acquisition of CITIC Limited may not get minority shareholders’ support due to high valuation

14-May-14 CITIC Pacific to hold EGM on 03-Jun-14 to consider proposed acquisition of CITIC Ltd from CITIC Group


DEAL OF THE QUARTER

Bidder

CITIC Pacific Limited

Headquarters 32nd FloorCITIC Tower1 Tim Mei AvenueCentralHong Kong

Sector Other

Description Hong Kong-based company engaged in steel manufacturing, iron ore mining, property development, infrastructure, power generation, distribution services, and telecommunication services

Target

CITIC Limited

Headquarters South RoadChaoyang DistrictBeijing Capital Mansion100004BeijingChina

Sector Other

Description China-based state-owned conglomerate engaged in financial, real estate, engineering contracting, energy and resources, infrastructure construction, machinery manufacturing, IT, and other business

Seller

CITIC Group Corporation

Headquarters 6th FloorXinyuan South Road10004BeijingChina

Sector Other

Description China-based conglomerate engaged in investment in financial services, information technology, engineering services and infrastructure

TOP DEALS & EXPECTED DEALS


TOP 10 ASIA-PACIFIC ANNOUNCED DEALS OF Q2 2014Announced Bidder company Target company Target dominant


1-day before

Deal value

(US$m)Revenue EBITDA P/E

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

23-Apr-14 Transurban Group; AustralianSuper Pty Ltd; and Tawreed Investments Ltd

Queensland Motorways Pty Limited

Transportation QIC Limited - - - - 6,195

14-May-14 Temasek Holdings Pte Ltd; Tokio Marine & Nichido Fire Insurance Co Ltd; China Life Insurance Company Limited; Fubon Life Insurance Co Ltd; National Council for Social Security Fund; Mizuho Bank Ltd; Qatar Holding LLC; ICBC International Holdings Limited; CTBC Life Insurance Co Ltd; Beijing Infrastructure Investment (Hong Kong) Limited; AIA Company Limited; Safe Investment Company Limited; East Global Investments Limited; Harmony Glory Investment Limited; and Giant Wave Investments Limited

CITIC Pacific Limited (11.78% stake)

Other - 4.79 29.25 8.93 -1.7% 5,100

01-Apr-14 Oversea Chinese Banking Corporation Limited

Wing Hang Bank Limited

Financial Services

- n/a n/a 17.43 1.6% 4,953

02-Apr-14 COFCO Corporation Noble Agri Limited (51% stake)

Agriculture Noble Group Limited 0.37 - - - 4,000

07-Apr-14 Sun Pharmaceutical Industries Limited

Ranbaxy Laboratories Limited


Daiichi Sankyo Company Limited

2.21 29.00 - -0.5% 3,967

30-May-14 CK ENV Investments Pty Ltd Envestra Ltd. (82.54% stake)


- 8.80 12.24 20.00 -2.2% 3,741

15-Apr-14 Diageo Plc United Spirits Limited (26% stake)

Consumer - - - - 18.5% 3,140

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

20-May-14 Kohlberg Kravis Roberts & Co LP Treasury Wine Estates Limited

Consumer - 1.94 24.87 72.31 15.2% 3,106

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




PIPELINE OF ASIA-PACIFIC EXPECTED DEALSSituation Target company Sector Potential bidder

companyFinancial adviser to bidder (B); target (T); seller (S)

Seller company Market cap/est value (US$m)

Comments

Expected deal

Essar Oil Limited Energy, Mining & Utilities

Essar Energy Holdings Ltd

- Essar Oil Limited (shareholders)

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

Expected deal

Kasumi Co Ltd; MaxValu Kanto Holding Co Ltd; and Maruetsu Inc

Consumer Aeon Co Ltd; and Marubeni Corporation

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

Expected deal

RH Petrogas Limited Energy, Mining & Utilities

China Huadian Corporation

Advising target: Credit Suisse

Surreyville Pte Ltd; Sharptone Investments Limited; and RH Capital Limited

US$468m On 23-May-14, China Huadian has approached Surreyville, Sharptone and RH Capital, the contolling shareholders of RH Petrogas to acquire a part of or all of its shares. Till 21-Jun-14, they still haven’t signed any definitive agreement.

Expected deal

Roc Oil Company; and Horizon Oil Limited


Roc Oil Company Advising target: Lazard; RISC; UBSAdvising bidder: Miro Advisors; JB North

- US$381.3m On 16-Jun-14, ROC announced a merger plan amining to merge with Horizon Oil. Under the proposal, Roc shareholders will own 42% of the merged entity and Horizon Oil shareholders will own 58%. Roc requires full due dillgence access and information.

Expected deal

Sichuan Tianyi Science and Technology Co Ltd


ChemChina Asset Company

- - US$620m On 25-Jun-14, ChemChina planned to launch a mandatory tendor offer for part of the shares in Sichuan Tianyi Science and Technology.

Expected deal

SOCAM Development Ltd Construction - - Shui On Company Limited

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

Expected deal

United Envirotech Ltd Energy, Mining & Utilities

- - - US$1066m On 07-Jul-14, United Envirotech was approached by parties interested in buying shares of the company.

Expected deals based on confirmed announcements by companies involved.

LEAGUE TABLES


TOP 20 ASIA-PACIFIC FINANCIAL ADVISERSVOLUME



change1 1 PwC 4,906 28 32 -42 2 KPMG 11,951 27 24 33 6 Morgan Stanley 59,660 24 14 104 31 Rothschild 12,698 21 4 175 7 Goldman Sachs 33,282 20 14 66 10 Macquarie Group 13,067 18 12 67 18 Citi 26,923 16 7 98 9 Credit Suisse 14,286 14 12 29 4 JPMorgan 15,575 13 15 -210 8 Deloitte 1,243 13 13 011 14 Bank of America Merrill Lynch 17,936 12 9 312 5 UBS Investment Bank 9,281 12 15 -313 19 CITIC Securities 43,989 11 7 414 33 Deutsche Bank 9,200 11 4 715 40 Nomura Holdings 11,953 10 3 716 41 Haitong Securities 2,088 10 3 717 43 Southwest Securities 900 9 3 618 16 Lazard 11,977 8 8 019 148 Great Wall Securities 1,330 8 1 720 26 China Securities 43,593 7 5 2


The financial adviser league tables by value and volume have been run from 01-Apr-14 to 30-Jun-14 and exclude lapsed and withdrawn deals. The tables cover all sectors and are based on the geography of either the target, bidder or seller being Asia-Pacific excluding Japan.

TOP 20 ASIA-PACIFIC FINANCIAL ADVISERSVALUE



(US$m)Value change

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



LEAGUE TABLES

TOP 20 ASIA-PACIFIC LEGAL ADVISERSVOLUME



change1 3 King & Wood Mallesons 19,408 35 20 152 2 Herbert Smith Freehills 11,521 24 21 33 4 Kim & Chang 8,381 23 19 44 10 Clifford Chance 12,103 17 14 35 12 Allens 10,971 15 12 36 7 Baker & McKenzie 3,070 15 16 -17 35 O'Melveny & Myers 2,803 15 6 98 58 Lee & Ko 3,465 14 4 109 13 Ashurst 2,759 14 11 310 6 Amarchand & Mangaldas & Suresh A Shroff 7,974 13 17 -411 20 Norton Rose Fulbright 663 13 8 512 5 Minter Ellison 6,579 12 17 -513 9 Linklaters 14,044 11 14 -314 25 Simpson Thacher & Bartlett 5,092 11 7 415 14 AZB & Partners 1,601 11 11 016 55 Grandway Law 1,206 11 4 717 26 JiaYuan Law 44,759 10 7 318 44 Johnson Winter & Slattery 4,703 10 5 519 17 Shin & Kim 3,627 10 10 020 18 Zhong Lun Law 1,971 10 9 1


The legal adviser league tables by value and volume have been run from 01-Apr-14 to 30-Jun-14 and include lapsed and withdrawn deals. The tables cover all sectors and are based on the geography of either the target, bidder or seller being Asia-Pacific excluding Japan.

TOP 20 ASIA-PACIFIC LEGAL ADVISERSVALUE



(US$m)Value change

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



LEAGUE TABLES

ACTIVITY TABLE OF PRIVATE EQUITY FIRMS ON ASIA-PACIFIC BUYOUTS

VALUERanking


Deal count

1 Temasek Holdings 7,779 62 Hopu Investment Management 4,000 13 CDH Investments 2,210 34 Sagard Private Equity Partners 2,031 15 Yunfeng Capital 1,246 26 Kohlberg Kravis Roberts 1,235 17 Insight Venture Partners 1,002 28 IMM Private Equity 965 19 GIC Special Investments 922 210 Innovation Network Corporation of Japan 897 2


VALUERanking


Deal count

1 DeA Capital 2,046 12 NiXEN Partners 2,031 13 Apax Partners 1,749 14 Baugur Group 772 15 Warburg Pincus 752 16 Crestview Partners 700 17 Tiger Global Management 684 18 3i Group 644 19 Morningside Group 497 110 Richland Equities 452 2


VOLUMERanking


Deal count

1 Temasek Holdings 7,779 62 Morgan Stanley Private Equity 701 43 The Carlyle Group 581 44 Sequoia Capital 440 45 CDH Investments 2,210 36 Standard Chartered Private Equity 540 37 CVC Capital Partners 317 38 Yunfeng Capital 1,246 29 Insight Venture Partners 1,002 210 GIC Special Investments 922 2


VOLUMERanking


Deal count

1 Richland Equities 452 22 Accel Partners 156 23 DeA Capital 2,046 14 NiXEN Partners 2,031 15 Apax Partners 1,749 16 Baugur Group 772 17 Warburg Pincus 752 18 Crestview Partners 700 19 Tiger Global Management 684 110 3i Group 644 1


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

ACTIVITY TABLE OF PRIVATE EQUITY FIRMS ON ASIA-PACIFIC EXITS

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

TREND GRAPHS


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

ASIA-PACIFIC

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

Valu

e (US$

bn)

Num

ber of deals

0

20

40

60

80

100

120

140

160

180

200

Q214

Q114

Q413

Q313

Q213

Q113

Q412

Q312

Q212

Q112

Q411

Q311

Q211

Q111

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108


0

100

200

300

400

500

600

700

800

900

1,000

Valu

e (U

S$bn

)

Num

ber of deals

0

100

200

300

400

500

H1 2014201320122011201020092008


0

500

1,000

1,500

2,000

2,500

3,000

3,500

Valu

e (U

S$bn

)

Num

ber of deals

0

10

20

30

40

50

60

70

H1 2014201320122011201020092008


0

50

100

150

200

250

300

350

Valu

e (U

S$bn

)

Num

ber of deals

0

5

10

15

20

25

Q214

Q114

Q413

Q313

Q213

Q113

Q412

Q312

Q212

Q112

Q411

Q311

Q211

Q111

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

0

20

40

60

80

100

120

0

20

40

60

80

100

120


ASIA-PACIFIC M&A GEOGRAPHIC BREAKDOWN Q2 2014

VALUE VOLUME


TREND GRAPHS

10.2%

12.3%

8.0%

7.5%

7.5%7.4%

4.2%

2.9%

4.1%

2.8%

1.3%

1.7%

1.3%

23.1%

1.3%

4.4%


Technology


Consumer

Business Services

Financial Services


Leisure

Media

Transportation

Construction

Real Estate

Agriculture

Telecommunications

Defence

Other

13.2%

20.0%

11.1%

10.3%7.8%

7.3%

6.3%

5.5%

4.9%

4.2%

2.4%

3.1%

2.3% 0.2%0.4%

1.0%


Technology


Consumer

Business Services

Financial Services


Leisure

Media

Transportation

Construction

Real Estate

Agriculture

Telecommunications

Defence

Other

42.4%

17.0%

9.7%

8.3%

4.0%

7.4%

1.5%

3.5%

1.5% 1.3%

3.4%China

Australia

Hong Kong

South Korea

India

Singapore

Japan

Thailand

Kazakhstan

Taiwan

Other

37.1%

15.9%4.6%

9.0%

3.1%

7.6%

1.7%

9.4%

1.1%1.7%

8.8%China

Australia

Hong Kong

South Korea

India

Singapore

Japan

Thailand

Kazakhstan

Taiwan

Other

ASIA-PACIFIC M&A SECTOR BREAKDOWN Q2 2014

VALUE VOLUME


ASIA-PACIFIC M&A DEAL SIZE BREAKDOWN Q2 2014

VALUE VOLUME

SECTOR ANALYSIS

TREND GRAPHS

Return to contents

75

80

85

90

95

100

H1 2014201320122011201020092008

Perc

enta

ge

88.5%

0.9%

5.7%

4.5%

0.4% 0.2%0.3%0.4%

87.9% 88.7% 87.7% 88.5%

1.0% 1.5% 0.8% 0.9%

5.3%5.1%

5.9%5.6%

5.4% 4.4% 5.2% 4.7%

0.4% 0.3% 0.4%

88.1%

5.6%

0.8%

5.3%

86.6%

6.6%

1.1%

5.3%

US$0-US$250m

US$251m-US$500m

US$501m-US$2,000m

US$2,001m-US$5,000m

>US$5,001m

0

10

20

30

40

50

60

70

80

90

100

H1 2014201320122011201020092008

Perc

enta

ge

13.4%

34.1%

11.6%

17.5%

23.4%

12.5%

25.8%

23.3%

17.9%

20.5%

29.6%19.9%

13.5%24.4% 20.6%

12.0% 11.2% 11.1% 12.0% 12.2%

22.2%30.4% 26.2% 29.7% 28.8%

15.7%

17.0% 27.2%13.5%

16.6%

20.5% 22.0% 20.4% 21.8%

US$0-US$250m

US$251m-US$500m

US$501m-US$2,000m

US$2,001m-US$5,000m

>US$5,001m

21.5%

ASIA-PACIFIC SECTOR ANALYSISSector Q2 2014 Q2 2013 % change

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



EUROPE

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

Q2 2014 alone has the highest quarter result since Q3 2008 (US$287.4bn) and is the second highest Q2 since Q2 2007 (US$583.4bn). The last three months have also over-performed the Q1 2014 value of US$172m by 65%. For the third consecutive quarter, deal values are on the rise making us observe the most consistent positive trend since 2005.

This outcome owes a credit to several mega deals, the top ten of which have accounted for US$151.2bn, a large chunk of one-third of all European M&A activity this quarter. Investors paid 72% more for each deal signed, boosting the average deal size to US$207bn, the highest figure after Q3 2008, when deals were priced at an average of US$226m.

Three out of the 10 largest investments within Europe were coming from across the Atlantic, including the number one purchase of Covidien by the US-based Medtronic (US$45.9bn). This transaction along side with two more top deals: Novartis acquisition of GlaxoSmithKline Plc’s Oncology division and Eli Lilly and Company’s takeover of Animal Health Division; contributed to Pharma, Medical & Biotech sector’s US$87.9bn total value and placed it on top of the sectors ranking – a 383% improvement compared to the value of H1 2013 (US$18.2bn).

The second largest sector was Telecommunications with only 40 deals in total, yet valued high at US$68.2bn. The real driving force was Vivendi’s US$23.3bn disposal of French SFR, a mobile and fixed-line telecommunication service provider, to the Luxembourg-based Altice. Announced on 5 April, right at the beginning of the quarter, it noticeably distorted the sector’s position in the ranking. Industrials & Chemicals became the third biggest sector with its 574 deals valued at US$55.6bn.

The value-based tables point at the USA as the leader of all Europe-targeted transactions in 2014 (US$101.4bn). In the same period of the last year a total of US$58bn also placed the country as the top investor in the same ranking. The most active region for H1 2014 was the UK with 451 transactions.

Private EquityEuropean Private Equity exits this quarter (US$45bn, 182 deals) increased 73.7% in value and 30.9% in volume when compared with Q1 2014 data. The semi-annual result (US$70.9bn) already equals the 81% of the full 2013 exits value (US$87.4bn).

Thus far, 2014 has brought confidence and higher returns on private equity investments as the average exit value jumped to US$247m in Q2 2014, the highest since Q2 2012.

On the buyout side, there were 485 deals signed so far this year and they were all together valued at US$57.6bn. This year, Q2 kept the upward trend accounting for 235 deals worth US$33.8bn. These figures boosted the average deal size showing a preference for slightly less deals with higher value.

Cinven Limited, the UK-based private equity company, was the seller and the bidder in two of the Top European deals in Q2 2014: the secondary buyout targeting Norway-based software company, Visma AS, a transaction valued at US$3.5bn and the divestment of a 34.6% stake in Numericable for US$5.3bn.

League tablesGoldman Sachs leads the Q2 value ranking of the financial advisory firms. The company facilitated 38 mergers and acquisitions of a combined value of US$152.2bn, which is 150% higher than Q2 2013’s US$60.8bn. Citi came second, assisting on 31 deals worth US$118.5bn. Rothschild led Q2 2014 league tables by deal count, with 57 transactions, followed by KPMG with 54 deals.

Legal matters were led by Freshfields Bruckhaus Deringer, coming first in both value and volume tables, advising on 55 deals worth US$171.2bn. In second place for value listing was Cleary Gottlieb Steen & Hamilton (US$134.4bn).

DEAL OF THE QUARTER

Monthly M&A Insider | July | 41EUROPE

Medtronic Inc.a (Medtronic) [NYSE: MDT], the US-based medical company entered into definitive agreement to acquire Covidien Plc (Covidien) [NYSE: COV], the Ireland-based US listed healthcare company.

TERMS:• The offer price is US$93.22 in cash and share per

Covidien share.

• The offer is made of US$35.19 cash and 0.956 Medtronic share for every 1 share of Covidien, equivalent to US$58.03, using Medtronic share price one day prior to the announcement date.

• The offer price represents a premium of 29.4% based on Covidien’s closing share price of US$72.02 per share on 13-Jun-14, one day prior to the announcement date

• The offer price represents a premium of 29.1% based on Covidien’s closing share price of 72.18 per share on 13-May-14, one month prior to the announcement.

• The offer price values the entire equity of Covidien at US$42.05bn.

TERMINATION:• The merger will have a termination date on 15-Mar-15,

by which day it will have to become effective and wholly unconditional.

• The transaction is subject to a termination fee of US$850m, payable by Medtronic to Covidien within three business days.

• If a superior offer were to emerge for Covidien, the company would be required to give Medtronic at least three business days to make adjustments to its current offer before Covidien’s board of directors could effect a change of recommendation of the deal.

FINANCING:• Medtronic has secured US$2.8bn and US$13.5bn fully

underwritten financing commitments from Bank of America to finance the cash portion and to pay off the expenses related to the transaction.

RATIONALE:• The transaction will enable Medtronic and Covidien to create

a company having a comprehensive product portfolio and broad global reach to improve healthcare outcomes.

• The transaction will also enable Medtronic to serve more number of patients and address the demands of its current healthcare marketplace more efficiently.

• Medtronic will be able to provide broader array of complementary therapies and solutions.

• Medtronic will accelerate its core strategies of Therapy Innovation, Globalisation and Economic Value. These synergies include the benefits of optimising global back-office, manufacturing and distribution infrastructure, as well as the elimination of redundant public company costs which excludes any potential revenue synergies.

• The acquisition will be accretive to Medtronic’s cash earnings in FY 2016 and GAAP earnings by FY 2018.

POST DEAL DETAILS:• The combined entity will have a comprehensive product

portfolio with 87,000 employees in more than 150 countries and revenues of US$27bn, including US$3.7bn from emerging markets.

• Medtronic and Covidien will be combined into a newly formed entity, to be called as Medtronic plc.

• Medtronic plc principal executive office will be located in Ireland and will be led by Mr. Ishrak and will continue to have its operational headquarters in Minneapolis, where Medtronic Inc currently employs more than 8,000 people.

• Medtronic shareholders will own 70% and Covidien shareholders will own 30% of the newly formed entity.

• The new company’s shares will be traded on New York Stock Exchange.

• Medtronic will also commit approximately US$10bn over 10 years in technology investments.

Deal summary

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


DEAL OF THE QUARTER

CONDITIONS:• Medtronic shareholders approval.

• Covidien shareholders approval.

• High Court sanction.

• Approval for listing on NYSE of the New Medtronic Shares.

• Regulatory approvals:

- EC (Europe).

- HSR (USA).

- MOFCOM (China).

- IAA (Israel).

- KFTC (South Korea).

- Rekabet Kurumu (Turkey).

- JFTC (Japan).

- FAS (Russia).

- Competition Bureau (Canada).

Sources of funding

Equity provider Amount (US$m) Stake Debt provider Terms

- n/a Bank of America Merrill Lynch n/a

Advisers


Financial Goldman Sachs Financial Perella Weinberg Partners

Legal Arthur Cox; Skadden Arps Slate Meagher & Flom; Slaughter and May; Sullivan & Cromwell (Advising Goldman Sachs); and Wachtell, Lipton, Rosen & Katz

Legal A&L Goodbody; Cleary Gottlieb Steen & Hamilton; Freshfields Bruckhaus Deringer (Advising Perella Weinberg Partners); Matheson (Advising Perella Weinberg Partners); Shearman & Sterling (Advising Bank of America Merrill Lynch); and William Fry (Advising Bank of America Merrill Lynch)

PR Joele Frank Wilkinson Brimmer Katcher PR Brunswick Group


05-Jun-14 Medtronic to exercise option to buy Corventis

13-Jun-14 Medtronic agrees to acquire Covidien for approximately US$42.9bn

Exit multiples – Y/E 31-Mar-12 Premium analysis

Multiples Value (US$m) Offer price per share (US$) 93.21

Revenue 4.5 10,235 1 day before 29.43%

EBITDA 16.5 2,774 1 month before 29.15%

EBIT 21.5 2,132 1 day after 7.46%

Earnings 27.4 1,600 Pre-rumour 29.44%


DEAL OF THE QUARTER

Bidder

Medtronic Inc

Headquarters 710 Medtronic Pkwy NE LC-110Minneapolis, MN 55432

Sector Medical

Description US-based company that provides products and therapies for use by medical professionals

Target

Covidien Plc

Headquarters 20 Lower Hatch StreetDublin 2, Ireland

Sector Pharma, Medical & Biotech

Description Ireland-based healthcare company engaged in the development, manufacture and sale of healthcare products



TOP 10 EUROPEAN ANNOUNCED DEALS OF Q2 2014Announced Bidder company Target company Target dominant


1-day before

Deal value


15-Jun-14 Medtronic Inc Covidien Plc Pharma, Medical & Biotech

- 4.5 16.5 27.4 29.4% 45,894

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

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

22-Apr-14 Novartis AG GlaxoSmithKline Plc (Oncology division)


GlaxoSmithKline Plc - - - - 14,500

22-Apr-14 Eli Lilly and Company Limited

Novartis Animal Health Inc Pharma, Medical & Biotech

Novartis AG 4.9 - - - 5,400

07-Apr-14 Altice SA Numericable (34.6% stake)

Telecommunications Cinven Limited; and The Carlyle Group

4.8 11.2 53.1 12.5% 5,338

07-May-14 Jacobs Douwe Egberts D.E Master Blenders 1753 NV; and Mondelez International Inc (coffee business outside France)

Consumer Mondelez International Inc; and Acorn Holdings BV

- - - - 5,000

12-Jun-14 Amaya Gaming Group Inc Oldford Group Limited Leisure Mark Scheinberg (private individual)

4.5 11.7 - 4,900

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

3.3 15.9 - - 3,495

16-Apr-14 Rolls-Royce Plc Rolls-Royce Power Systems AG (50% stake)


Daimler AG - - - - 3,360

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




PIPELINE OF EUROPEAN EXPECTED DEALSSituation Target

companySector Potential bidder

companyFinancial adviser to bidder (B); target (T); seller (S)

Seller company

Market cap/est value (US$m)

Comments

Potential sale

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

Potential acquisition

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



Situation Target company

Sector Potential bidder company

Financial adviser to bidder (B); target (T); seller (S)

Seller company


Comments

Potential acquisition

Tullow Oil (Ugandan Assets)


Russian Technologies State Corporation

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



Situation Target company

Sector Potential bidder company

Financial adviser to bidder (B); target (T); seller (S)

Seller company


Comments

Potencial Acquisition

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

Potencial Merger

Dialog Semiconductor


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

Potencial Acquisition

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

Expected deals based on confirmed announcements by companies involved.

LEAGUE TABLES


TOP 20 EUROPEAN FINANCIAL ADVISERSVOLUME


(US$bn)Deal count Deal count Deal count

change1 5 Rothschild 70.0 57 40.0 172 4 KPMG 6.0 54 45.0 93 1 PwC 5.0 50 59.0 -94 3 Deloitte 2.0 45 45.0 05 7 Lazard 103.0 40 31.0 96 6 Goldman Sachs 152.0 38 33.0 57 13 Citi 119.0 31 22.0 98 10 JPMorgan 77.0 29 24.0 59 12 Morgan Stanley 110.0 28 23.0 510 17 Bank of America Merrill Lynch 87.0 28 19.0 911 2 EY 8.0 28 54.0 -2612 9 BDO 2.0 23 28.0 -513 16 Barclays 56.0 22 20.0 214 8 BNP Paribas 78.0 21 29.0 -815 14 UBS Investment Bank 45.0 20 22.0 -216 19 Deutsche Bank 45.0 19 18.0 117 18 Credit Suisse 76.0 17 19.0 -218 20 Societe Generale 67.0 15 18.0 -319 15 Canaccord Genuity 5.0 14 22.0 -820 25 UniCredit Group 3.0 14 12.0 2


The financial adviser league tables by value and volume have been run from 01-Apr-14 to 30-Jun-14 and exclude lapsed and withdrawn deals. The tables cover all sectors and are based on the geography of either the target, bidder or seller being European.

TOP 20 EUROPEAN FINANCIAL ADVISERSVALUE


(US$bn)Deal count Value

(US$bn)Value change

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



LEAGUE TABLES

TOP 20 EUROPEAN LEGAL ADVISERSVOLUME


(US$bn)Deal count Deal count Deal count

change1 4 Freshfields Bruckhaus Deringer 171.2 55 46.0 92 2 Linklaters 81.5 49 51.0 -23 3 Clifford Chance 27.2 44 50.0 -64 10 White & Case 18.7 39 29.0 105 5 CMS 1.8 37 45.0 -86 7 Allen & Overy 38.9 34 41.0 -77 1 DLA Piper 4.0 34 65.0 -318 11 Jones Day 16.8 32 28.0 49 8 Hogan Lovells International 28.9 27 31.0 -410 12 Latham & Watkins 18.2 27 25.0 211 22 Vinge 2.1 26 18.0 812 6 Baker & McKenzie 17.4 25 42.0 -1713 42 Mannheimer Swartling 3.9 24 12.0 1214 15 King & Wood Mallesons 3.7 24 21.0 315 13 Weil Gotshal & Manges 25.1 23 22.0 116 43 Squire Patton Boggs 1.3 18 12.0 617 25 Cleary Gottlieb Steen & Hamilton 134.4 17 15.0 218 49 Norton Rose Fulbright 2.6 17 11.0 619 9 Eversheds 0.6 17 31.0 -1420 64 Slaughter and May 75.6 16 9.0 7


The legal adviser league tables by value and volume have been run from 01-Apr-14 to 30-Jun-14 and include lapsed and withdrawn deals. The tables cover all sectors and are based on the geography of either the target, bidder or seller being European.

TOP 20 EUROPEAN LEGAL ADVISERSVALUE


(US$bn)Deal count Value

(US$bn)Value change

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


ACTIVITY TABLE OF PRIVATE EQUITY FIRMS ON EUROPEAN BUYOUTS


LEAGUE TABLES

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

ACTIVITY TABLE OF PRIVATE EQUITY FIRMS ON EUROPEAN EXITS

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

VALUERanking


Deal count

1 Kohlberg Kravis Roberts & Co 7,755 42 HgCapital 6,990 23 Cinven 4,188 24 Astorg Partners 3,264 25 Ardian 2,939 46 Triton Partners 2,805 27 Temasek Holdings Pte 2,695 28= CDH Investments 2,031 18= Sagard Private Equity Partners 2,031 110 Clayton, Dubilier & Rice 1,651 111 Montagu Private Equity 1,632 112 TPG Capital 1,475 213 Warburg Pincus 1,328 114 PAG Capital 1,142 115 Permira 1,104 2


VALUERanking


Deal count

1 Cinven 7,630 32 HgCapital 7,291 23 Kohlberg Kravis Roberts & Co 6,990 14 The Carlyle Group 6,087 35 Montagu Private Equity 3,640 26 Astorg Partners 3,264 27 CVC Capital Partners 3,055 18 Oak Hill Capital Partners 2,850 19 3i Group 2,570 510 DeA Capital 2,046 111 NiXEN Partners 2,031 112 Ardian 1,806 113 PAI Partners 1,729 114 Apax Partners 1,682 115 Dubai International Capital 1,651 1


VOLUMERanking


Deal count

1 LDC 187 62 Kohlberg Kravis Roberts & Co 7,755 43 Ardian 2,939 44 PAI Partners 1,076 45 Nordic Capital 1,012 46 Intermediate Capital Group 505 47 Bowmark Capital 241 38 CapMan 86 39= Aurelius - 39= EQT Partners - 39= Intera Equity Partners - 39= Naxicap Partners - 313 HgCapital 6,990 214 Cinven 4,188 215 Astorg Partners 3,264 2


VOLUMERanking


Deal count

1 3i Group 2,570 52 Cinven 7,630 33 The Carlyle Group 6,087 34 Synergo SGR 65 35 Bencis Capital Partners - 36 HgCapital 7,291 27 Montagu Private Equity 3,640 28 Astorg Partners 3,264 29 Bridgepoint 1,444 210 LBO France 1,047 211 IK Investment Partners 681 212 Herkules Capital 290 213 Quadrivio SGR 248 214 Phoenix Equity Partners 218 215 Baring Private Equity Partners Espana 194 2


TREND GRAPHS


EUROPEAN M&A QUARTERLY PRIVATE EQUITY TREND

EUROPEAN M&A QUARTERLY TREND

EUROPE

Valu

e (US$bn

)

Num

ber of deals

0

20

40

60

80

100

120

140

Q214

Q114

Q413

Q313

Q213

Q113

Q412

Q312

Q212

Q112

Q411

Q311

Q211

Q111

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

0

50

100

150

200

250

300

350

400

450


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

Valu

e (US$

bn)

Num

ber of deals

0

200

400

600

800

1,000

1,200

1,400

1,600

H1 2014201320122011201020092008


0

1,000

2,000

3,000

4,000

5,000

6,000

7,000

8,000

Num

ber of deals

0

50

100

150

200

250

300

350

H1 2014201320122011201020092008


Valu

e (US$

bn)

0

200

400

600

800

1,000

1,200

1,400

1,600

Num

ber of deals

0

100

200

300

400

500

600

Q214

Q114

Q413

Q313

Q213

Q113

Q412

Q312

Q212

Q112

Q411

Q311

Q211

Q111

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108


Valu

e (US$bn

)

0

200

400

600

800

1,000

1,200

1,400

1,600

1,800

2,000


EUROPEAN M&A GEOGRAPHIC BREAKDOWN Q2 2014

VALUE VOLUME

TREND GRAPHS

EUROPEAN M&A SECTOR BREAKDOWN Q2 2014

22.1%

13.6%

13.9%

7.0%

8.9%

6.1%

4.9%

2.3% 2.3%

4.5%

14.4% USA

UK

Switzerland

France

Luxembourg

Northern Europe

CEE

Germany

Brazil

China

Others

16.0%

11.7%

3.6%

11.9%

11.6%

8.5%

0.1%

25.3%

1.1%

9.6%

0.6%

USA

UK

Switzerland

France

Luxembourg

Northern Europe

CEE

Germany

Brazil

China

Others

3.8%

2.9%

8.3%

5.5%

9.6%

19.2%

2.5%2.9%

9.8%

1.8%

5.7%

14.9%

0.9%0.1%

12.1%Industrials & Chemicals

Consumer

Business Services

Technology

Financial Services



Leisure

Transportation

Construction

Media

Real Estate

Telecommunications

Agriculture

Defence

15.4%

12.2%9.6%

7.5%

7.0%

6.8%

4.4%

4.1%

4.0%

1.4%

0.1%

1.0%

3.9%

2.0%

20.6% Industrials & Chemicals

Consumer

Business Services

Technology

Financial Services



Leisure

Transportation

Construction

Media

Real Estate

Telecommunications

Agriculture

Defence

VALUE VOLUME


SECTOR ANALYSIS

EUROPE

EUROPEAN M&A DEAL SIZE BREAKDOWN Q2 2014

VALUE VOLUME

TREND GRAPHS

Return to contents

80

82

84

86

88

90

92

94

96

98

100

H1 2014201320122011201020092008

Perc

enta

ge

90.6%93.1%

92.1% 91.1% 91.6%

0.9% 0.9% 0.7% 0.9% 0.8%

4.2%

2.9%3.2%

3.6%3.7%

3.7%2.7% 3.7% 4.0% 3.5%

0.6% 0.5%

91.7%

1.0%

2.9%

3.9%

0.4%0.4% 0.4%

92.4%

0.9%

3.2%

3.3%

US$0-US$250m

US$251m-US$500m

US$501m-US$2,000m

US$2,001m-US$5,000m

>US$5,001m

0.3% 0.2%

0

10

20

30

40

50

60

70

80

90

100

H1 2014201320122011201020092008

Perc

enta

ge

44.4%

8.3%

19.2%

15.0%

13.1%

33.6%28.6% 26.6%

33.9%

8.5% 9.0% 9.8% 9.5%

20.9%29.1% 28.9%

25.3%

20.7%18.7% 20.4%

18.7%

16.3% 14.6% 14.3% 12.6%

22.1%

10.3%

27.5%

25.7%

14.4%

43.1%

6.3%

22.5%

17.5%

10.6%

US$0-US$250m

US$251m-US$500m

US$501m-US$2,000m

US$2,001m-US$5,000m

>US$5,001m

EUROPEAN SECTOR ANALYSISSector Q2 2014 Q2 2013 % change

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



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

Since 2007, only 2013 posted better figures in the second quarter (US$21.6bn), but this was largely due to a single high-value transaction – the US$7.5bn joint venture between Investment Corporation of Dubai and Mubadala Development Company in June 2013. By taking out this deal, value activity in Q2 2014 and Q2 2013 reached identical levels. A less rosy picture emerged however when comparing half-year figures, with the second quarter’s pick-up barely able to offset Q1’s low numbers. With US$20.8bn worth of deals, H1 2014 was 39.3% down on the same period in 2013 (US$34.3bn), and the worst first-half since 2009 (US$9.6bn). Although the investment case for buying into the region is only expected to strengthen in the long run, whether this year’s M&A activity can rise to the highs seen in last four years remains to be seen.

Private equity offered mixed results in the second quarter. While buyout deals dropped sharply to US$ 373m – a 69.2% decrease on Q2 2013 and the lowest quarterly figure since Q2 2012 – exits climbed to US$ 2.7bn – a 150% rise on Q1 2014 and the best quarterly figure since Q1 2008. On the back of increasing valuations and buoyant equity markets across the globe, private equity firms appear keen to cash out on their investments and realise large profits. The biggest exit transaction was Apax Partner’s sale of its 56% stake in Israeli food producer Tnuva Food Industries for US$ 1.8bn. According to press reports, the deal could value the company at as much as US$ 2.6bn, compared to the US$ 1.03bn valuation when Apax bought into it in 2008. As a result of this transaction, Apax Partners topped Q2 2014 exits league table for the region.

On the buyout front, private equity firm Kohlberg Kravis Roberts & Co (KKR) retained its leading position, following its US$200m investment in Ethiopia-based rose grower and distributor Afriflora. This is KKR’s first direct investment in Africa, to which more will follow, said Johannes Huth, Head for Europe and ME&A. “This investment reflects the long-term commitment of our firm to the wider Africa region”, he said, adding that the firm looks forward to making further investments through its private equity, infrastructure and energy platforms. KKR topped also Q2 2013’s buyout league table, on the back of its 90% stake acquisition of Alliance Tire Group of Israel for US$625m.

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

in a press release. Amethis would target minority stakes in small to medium-sized company, partially as a consequence of capital inflows pushing up prices on larger targets. The fund is backed by the Edmond de Rothschild Group. Amethis’s successful fundraising followed hard on the heels of Carlyle’s closing of its first sub-Saharan Africa fund at US$ 698m in April. Private equity group Abrjaa, based in Dubai, also expects to complete four further transactions in the region by the end of the year and raise an additional US$500m to US$700m in capital.

The Technology, Media & Telecommunications sector (TMT) saw the greatest volume of deals in Q2 2014 at US$4bn, a 3,365% increase on last year, when it was one of the worst performing sectors in terms of value (US$116m). Three of the biggest deals were telecom-related, including Q2’s largest – the purchase of a 51% stake in Orascom Telecom Algerie by the Algerian national investment fund (Fonds National d’Investissement) for US$2.6bn. This flurry of activity in the TMT arena points to a process of consolidation among telecom operators facing the challenges of patchy infrastructure networks and regular power cuts. Given the underlying trends in population growth and mobile phone penetration, the future for the sector looks promising – the continent leads the world in non-bank payments using mobile phones and Sub-Saharan Africa is the fastest growing region in terms of mobile subscriptions, according to data collected by research group Analysys Mason.

The more active markets after TMT in Q2 2014 were Energy, Mining & Utilities (US$2.7bn, down 55% on the previous year), Consumer (US$1.6bn, up 19%), and Construction (US$1.6bn, up 610%). In Q2 2013 Industrial & Chemicals was the dominant segment (US$10.5bn), followed by Energy (US$6.1bn), Consumer (US$1.5bn), and TMT (US$1.2bn).

After coming ninth in Q2 2013’s Financial Adviser league table, Goldman Sachs climbed to the top position at US$3.9bn-worth of deals, with Bank of America Merrill Lynch and Standard Chartered coming in second and third, with US$3.4bn and US$3.3bn respectively.

DEAL OF THE QUARTER

Monthly M&A Insider | July | 55MIDDLE EAST & AFRICA

Bright Food (Group) Co., Ltd. has agreed to acquire 56% stake in Tnuva Food Industries Ltd. from Apax Partners LLP.

Bright Food (Group) Co., Ltd. (Bright Food), the China-based company engaged in food, real estate, service, tourism and urban industries.

Tnuva Food Industries Ltd. (Tnuva), the Israel-based producer and distributor of dairy and frozen food products.

Apax Partners LLP (Apax), the UK-based private equity firm.

TERMS:• US$960m will be paid for 56.1% stake in Tnuva, valuing the

company at US$2.5bn

• The consideration represents 10 times of Tnuva’s 2013 adjusted EBITDA

TERMINATION FEE: • If any of the party terminate the agreement, then it would

be liable to pay NIS 140m (US$m) as compensation to the other party.

RATIONALE:• The acquisition will enable Bright Food to expand its

dairy foods business in the Chinese market and thereby give access to Tnuva’s technological know-how in dairy production business.

POST DEAL DETAILS:• Mivtach Shamir Holdings Ltd (Mivtach) will hold 20.7% stake

in Tnuva while the remaining 23.3% stake will be held by the Israelian consortium formed by Kibbutzim, Moshavim and the Kibbutz Economic Organizations (Kibbutzim).

• Bright Food is committed to keep Tnuva center of operations including its management, production and development in Israel itself.

• A representative of Bright Food will serve as the Chairman of Tnuva while the other members in the management will continue to serve the company with its current role.

EXPECTED COMPLETION:The transaction is expected to complete within weeks.

CONDITION:• Regulatory approval.

BACKGROUND:• In January 2007, Apax, Mivtach and Kibbutzim acquired

Tnuva, for a total consideration US$1,025m.

• Of which, Apax and Mivtach together held 76.7% stake in Tnuva while the remaining was held by Kibbutzim.

• Tnuva had reported revenues of ILS7.17bn (US$2067.87m) in 2013.

• Concurrently, Tnuva has filed an prospectus with the Israeli authorities to hold its IPO in May 2014 if the acquisition fails.

• Of which, the new shares will represent 10% stake of Tnuva and 15% stake of Apax respectively.

Deal summary

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


Multiples Value (US$m) Offer price per share (US$) -

Revenue 1.2 2,067.87 1 day before -

EBITDA 10.1 248.47 1 month before -

EBIT - -

Earnings 11.4 150


DEAL OF THE QUARTER

Advisers


Financial Goldman Sachs Financial Citi

Legal Global Law Office Legal Freshfields Bruckhaus Deringer


13-Jul-13 Tnuva mulls TASE IPO

04-Sep-13 Bright Food confirms talks over buying Tnuva, will also consider other appropriate acquisition targets

11-Nov-13 Apax begins talks to increase stake in Tnuva

13-Jan-14 Tnuva board approves pushing forward with IPO

11-Feb-14 Bright Food to start talks on buying controlling interest in Tnuva this week

20-Mar-14 Tnuva to file for IPO in days; Bright Food still in takeover talks

28-Apr-14 Tnuva’s sale to China’s Bright Food to be signed in two weeks

13-May-14 Bright Food (Group) still in talks for Tnuva acquisition, deal won’t be signed this week

21-May-14 Tnuva signs deal to sell 56% stake to Bright Food

23-May-14 Bright Food Group acquires 56% stake in Tnuva from Apax Partner

09-Jun-14 Bright Food in talks with banks for US$700m-US$800m equivalent loan to back 56% stake acquisition in Tnuva

Bidder

Bright Food (Group) Co Ltd

Headquarters No. 7, Lane 263Huashan RoadShanghaiShanghaiChina

Sector Conglomerate

Description China-based company engaged in food, real estate, service, tourism and urban industries

Target

Tnuva Food Industries Ltd

Headquarters Rav Mecher BuildingGillot Junction Ramat HasharonTel AvivIsrael

Sector Consumer – food

Description Israel-based producer and distributor of dairy and frozen food products

Seller

Apax Partners LLP

Headquarters 33 Jermyn StreetLondonGreater LondonUnited Kingdom


Description UK-based private equity firm investing in tech & telecom, media, retail and consumer, healthcare and the financial services sectors

TOP DEALS


TOP 10 MIDDLE EASTERN & AFRICAN ANNOUNCED DEALS OF Q2 2014Announced Bidder company Target company Target dominant


1-day before

Deal value


18-Apr-14 Fonds National d'Investissement

Orascom Telecom Algerie SPA (51% stake)

Telecommunications Global Telecom Holding SAE 2.9 4.9 - - 2,643

22-May-14 Bright Food (Group) Co Ltd

Tnuva Food Industries Ltd (56.1% stake)

Consumer Apax Partners LLP 1.2 10.1 11.4 - 1,749

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


Chevron Global Energy Inc - - - - 1,300

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

Construction Lafarge SA - - - - 1,171

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

- - - - 676

05-May-14 Maroc Telecom Atlantique Telecom Group; and Prestige Telecom SA

Telecommunications Emirates Telecommunications Corporation

- - - - 650

22-Apr-14 A consortium led by Fajr Capital Limited

National Petroleum Services


- - - - - 500

10-Jun-14 Octodec Investments Ltd Premium Properties Ltd (85.81% stake)

Real Estate - 7.5 13.2 5.9 -1.0% 463

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

- - - - 300

19-May-14 Fairfax Financial Holdings Limited

Commercial International Bank (Egypt) SAE (6.5% stake)

Financial Services Actis LLP - - 40.9 - 299

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


LEAGUE TABLES


TOP 20 MIDDLE EASTERN & AFRICAN FINANCIAL ADVISERSVALUE



(US$m)Value change

(%)1 9 Goldman Sachs 3,931 3 1,336 194.2%2 5 Bank of America Merrill Lynch 3,390 4 1,911 77%3 4 Standard Chartered 3,306 4 2,571 28.6%4 15 Citi 3,165 3 587 439%5 10 JPMorgan 3,006 3 1,330 126%6 6 Rothschild 2,919 4 1,714 70.3%7 - FTI Consulting 2,643 1 - -8 27 Standard Bank Group 2,465 5 284 768%9 39 Deutsche Bank 2,201 2 131 1,580.2%

10= - Grant Samuel 2,010 1 - -10= - Gresham Advisory Partners 2,010 1 - -10= - Macquarie Group 2,010 1 - -13 2 Credit Suisse 1,831 2 4,465 -59.0%14 13 Investec 1,740 9 728 139.0%15= - Evercore Partners Inc 1,682 1 - -15= - Smith Square Partners 1,682 1 - -17 7 Barclays 1,539 4 1,622 -5.1%18 3 UBS Investment Bank 1,383 2 2,795 -50.5%19 - Rand Merchant Bank 1,350 9 - -20 43 QInvest 1,201 1 100 1,101%


TOP 20 MIDDLE EASTERN & AFRICAN FINANCIAL ADVISERSVOLUME



change1 4 Investec 1,740 9 5 42 - Rand Merchant Bank 1,350 9 - -3 6 Standard Bank Group 2,465 5 5 04 3 Bank of America Merrill Lynch 3,390 4 5 -15 15 Standard Chartered 3,306 4 2 26 7 Rothschild 2,919 4 4 07 10 Barclays 1,539 4 3 18 61 BDO 547 4 1 39 16 Goldman Sachs 3,931 3 2 110 5 Citi 3,165 3 5 -211 11 JPMorgan 3,006 3 3 012 - BNP Paribas 1,025 3 - -13 44 Deutsche Bank 2,201 2 1 114 2 Credit Suisse 1,831 2 5 -315 14 UBS Investment Bank 1,383 2 2 016 24 PSG Capital 232 2 2 017 - Leaf Capital (Pty) 213 2 - -18 1 PwC 35 2 6 -419 - Bravura Corporate Finance 15 2 - -20 - FTI Consulting 2,643 1 - -


The financial adviser league tables by value and volume have been run from 01-Apr-14 to 30-Jun-14 and exclude lapsed and withdrawn deals. The tables cover all sectors and are based on the geography of either the target, bidder or seller being Middle East & Africa, including Israel.


LEAGUE TABLES

TOP 20 MIDDLE EASTERN & AFRICAN LEGAL ADVISERSVALUE



(US$m)Value change

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


TOP 20 MIDDLE EASTERN & AFRICAN LEGAL ADVISERSVOLUME



change1 6 Bowman Gilfillan Africa Group 917 10 7 32 9 Webber Wentzel 3,397 7 5 23 4 Edward Nathan Sonnenbergs 1,397 7 7 04 10 Freshfields Bruckhaus Deringer 4,581 6 4 25 16 Linklaters 4,499 6 3 36 13 DLA Cliffe Dekker Hofmeyr 376 6 4 27 7 Latham & Watkins 2,388 5 6 -18 1 Allen & Overy 772 5 9 -49 104 King & Wood Mallesons 406 5 1 410 2 Clifford Chance 2,441 4 8 -411 70 Jones Day 2,105 4 1 312 93 Gibson Dunn & Crutcher 3,643 3 1 213 - Gilbert + Tobin 2,243 3 - -14 - Akin Gump Strauss Hauer & Feld 1,656 3 - -15 3 White & Case 286 3 8 -516 24 Stibbe 181 3 2 117 20 Norton Rose Fulbright 147 3 3 018 14 Werksmans 142 3 4 -119 30 Herbert Smith Freehills 3,211 2 2 020 - Shearman & Sterling 2,678 2 - -


The legal adviser league tables by value and volume have been run from 01-Apr-14 to 30-Jun-14 and include lapsed and withdrawn deals. The tables cover all sectors and are based on the geography of either the target, bidder or seller being Middle East & Africa, including Israel.

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


LEAGUE TABLES

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

VALUERanking


Deal count

1 Kohlberg Kravis Roberts & Co 200 12 Kerogen Capital (Asia) 100 13 Abraaj Capital Holdings 28 14 China Africa Development Fund 25 15 Development Partners International LLP 20 16 Actis - 1

7 Warburg Pincus - 1Source: Mergermarket

VOLUMERanking


Deal count

1 Kohlberg Kravis Roberts & Co 200 12 Kerogen Capital (Asia) 100 13 Abraaj Capital Holdings 28 14 China Africa Development Fund 25 15 Development Partners International 20 16 Actis - 17 Warburg Pincus - 1


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

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

VOLUMERanking


Deal count

1 Qalaa Holdings 202 22 Apax Partners 1,749 13= Benchmark Capital 300 13= Jerusalem Global Ventures 300 13= Sequoia Capital 300 13= Tallwood Venture Capital 300 13= Vintage Ventures Management 300 18 Actis 299 19= Accel Partners 100 19= Entree Capital 100 19= Founder Collective 100 1


VALUERanking


Deal count

1 Apax Partners 1,749 12= Benchmark Capital 300 12= Jerusalem Global Ventures 300 12= Sequoia Capital 300 12= Tallwood Venture Capital 300 12= Vintage Ventures Management 300 17 Actis 299 18 Qalaa Holdings 202 29= Accel Partners 100 19= Entree Capital 100 19= Founder Collective 100 1


TREND GRAPHS


MIDDLE EASTERN & AFRICAN M&A QUARTERLY TREND

MIDDLE EASTERN & AFRICAN M&A QUARTERLY PRIVATE EQUITY TREND

MIDDLE EASTERN & AFRICAN M&A ANNUAL TREND

MIDDLE EASTERN & AFRICAN M&A ANNUAL PRIVATE EQUITY TREND

Valu

e (U

S$m

)

Num

ber of deals

0

5,000

10,000

15,000

20,000

25,000

30,000

35,000

40,000

Q214

Q114

Q413

Q313

Q213

Q113

Q412

Q312

Q212

Q112

Q411

Q311

Q211

Q111

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108


0

20

40

60

80

100

120

140

160

Valu

e (U

S$bn

)

Num

ber of deals

0

10

20

30

40

50

60

70

80

90

100

H1 2014201320122011201020092008


0

100

200

300

400

500

600

Valu

e (U

S$bn

)

Num

ber of deals

0

2

4

6

8

10

12

14

H1 2014201320122011201020092008


0

10

20

30

40

50

60

70

Valu

e (U

S$m

)

Num

ber of deals

0

1,000

2,000

3,000

4,000

5,000

6,000

7,000

Q214

Q114

Q413

Q313

Q213

Q113

Q412

Q312

Q212

Q112

Q411

Q311

Q211

Q111

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108


0

5

10

15

20

25


MIDDLE EASTERN & AFRICAN M&A GEOGRAPHIC BREAKDOWN Q2 2014

VALUE VOLUME

TREND GRAPHS

25.0%

20.0%

1.2%1.4%

3.7%

12.9%

0.9%

4.7%

1.0%

0.1%0.1%

0.2%0.5%

0.7%0.6%

0.5% 0.1%6.2%

3.1%

0.5%1.9%

2.6%

9.1%3.0%

South Africa

Israel

United Arab Emirates

Nigeria

Egypt

Kenya

Saudi Arabia

Morocco

Angola

Qatar

Algeria

Namibia

Cameroon

Ethiopia

Botswana

Tunisia

Mozambique

Gabon

Chad

Ivory Coast

Iraq

Ghana

Oman

Mali

0.5%

30.3%

17.6%

10.6%

4.8%

4.3%

3.7%

3.2%

2.1%

1.6%1.6%

1.1%

South Africa

Israel

United Arab Emirates

Nigeria

Egypt

Kenya

Saudi Arabia

Morocco

Angola

Qatar

Algeria

Namibia

Cameroon

Ethiopia

Botswana

Tunisia

Mozambique

Gabon

Congo

Rwanda

Tanzania

Jordan

Lebanon

Chad

Ivory Coast

Iraq

Ghana

Oman

Mali

Burkina Faso

Uganda

Zimbabwe

Liberia

Swaziland

Bahrain

MIDDLE EASTERN & AFRICAN M&A SECTOR BREAKDOWN Q2 2014

21.1%

2.0%

21.6%

9.9%

6.2%

2.8%

0.8%0.2% 1.1%

7.8%

1.2%

13.6%

10.2%

1.5%



Consumer

Financial Services

Technology


Business Services

Telecommunications

Real Estate

Leisure

Transportation

Media

Construction

Agriculture

12.8%

12.2%

15.2%

6.4%

10.6%9.6%

5.9%

4.3%

4.3%

4.3%3.7%

2.7%2.7%

5.3%



Consumer

Financial Services

Technology


Business Services

Telecommunications

Real Estate

Leisure

Transportation

Media

Construction

Agriculture

VALUE VOLUME


SECTOR ANALYSIS

MIDDLE EAST & AFRICA

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

VALUE VOLUME

TREND GRAPHS

Return to contents

0

10

20

30

40

50

60

70

80

90

100

H1 2014201320122011201020092008

Perc

enta

ge

42.6%47.3% 45.4% 46.9% 44.8%

5.6% 4.0%5.6% 6.1% 4.9%

11.5% 13.0%10.0% 11.1% 12.3%

36.5%32.4% 33.1% 28.6% 30.3%

3.8% 3.3% 5.9% 7.3% 7.7%

55.1%

4.3%

9.3%

25.6%

5.7%

49.9%

12.8%

26.1%

4.8%6.4%

US$0-US$14.9m

US$15m-US$100m

US$101m-US$250m

US$251m-US$500m

>US$501m

0

10

20

30

40

50

60

70

80

90

100

H1 2014201320122011201020092008

Perc

enta

ge

47.5%53.1%

68.0%58.4%

65.3%

13.7% 12.9%9.0% 9.2% 8.2%

18.9%13.2%

12.6%

13.9% 13.5%

51.0%

9.2%

20.1%

19.3%18.2% 19.2%

9.4%

17.2%12.1%

1.6% 1.0% 1.3%

72.4%

6.4%

10.0%

10.4%

US$0-US$14.9m

US$15m-US$100m

US$101m-US$250m

US$251m-US$500m

>US$501m

1.7% 0.9% 0.8% 0.4%

MIDDLE EASTERN & AFRICAN SECTOR ANALYSISSector Q2 2014 Q2 2013 % change

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

Total 14,109 98 21,597 102 -35% -4%

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About Merrill DataSiteMerrill DataSite is established as the market-leader for virtual data rooms (VDRs) in Europe and across the world. As first to market, we have many years of experience to bring to your transaction and have had time to develop and refine our technology, leading to a peerless Project Management and systems infrastructure that operates 24/7/365. This is why many thousands of companies trust Merrill DataSite to manage their online due diligence processes.

About Merrill CorporationMerrill Corporation is a leading provider of outsourced solutions for complex business communication and information management. Founded in 1968 and headquartered in St. Paul, Minnesota, Merrill’s services include document and data management, litigation support, language translation services, fulfilment, imaging and printing. Merrill serves the corporate, legal, financial services, insurance and real estate markets. With more than 5,000 people in over 40 domestic and 22 international locations, Merrill Corporation empowers the communications of the world’s leading organisations.

Merrill DataSite is a division of Merrill Corporation.

2013 WINNERM&A Advisor

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85 Project Managers, speaking 27 languages

Working with Dealmakers around the world

30,000 700 million pages and counting...

andVDR projects

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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

The No.1 VDR Choice for Dealmakers

The Market Leading VDR Solution With decades of experience in document management and due diligence services, Merrill Corporation has created a smart, simple and secure virtual data room (VDR) solution - Merrill DataSite. With Merrill DataSite you can easily execute on all of your acquisition checklist items and turn your paper and electronic files into a fully searchable, secure, 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 far uploading approximately 700,000,000 pages of data on over 30,000 projects.

Round-the-clock availabilityMerrill DataSite VDRs offer international dealmakers multiple business benefits. We offer rapid set-up and round-the-clock support, a reliable hosted service from a single source, advanced but easy to use functionality, plus – complete cost transparency.

Our clients have effectively used our VDRs to enhance the following types of transaction: Mergers, acquisitions and divestitures Private placements Leveraged buyouts Bankruptcy and reorganisation transactions Financing restructuring IPOs and dual track processes

Unrivalled International Service Our multilingual project managers between them speak 27 languages, and a dedicatedproject management team will be assigned to your deal right from the start and then be available 24/7/365 – giving you peace of mind that the right person is always on hand to address any issue. Our structured approach to setting up every VDR applies tried and 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.

Ironclad SecurityMerrill DataSite leads the way in VDR security having become the first VDR provider to be fully accredited with ISO 27001, the industry gold-standard for security certification. Certified since 2007, we are audited annually, to maintain the highest standards. In addition, documents are 256-bit SSL encrypted, watermarks are tamperproof and can be customised, and data can be viewed, printed and downloaded only by the users you 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 DataSiteMerrill DataSite is established as the market-leader for virtual data rooms (VDRs) in Europe and across the world. As first to market, we have many years of experience to bring to your transaction and have had time to develop and refine our technology, leading to a peerless Project Management and systems infrastructure that operates 24/7/365. This is why many thousands of companies trust Merrill DataSite to manage their online due diligence processes.

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


Turnaround Awards

Information Management Product/Service of the Year

2013 WINNER3rd Annual ACG

New York Champion’s Awards


2012 WINNERGlobal M&A Advisor

M&A Awards


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UK VDR Provider of the Year


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Working with Dealmakers around the world

700 million

Call Us: +44 (0)845 602 6912www.datasite.com

EXECUTIVE MANAGEMENTEd BifulkPresident Tel: +1 212 229 6563

EXECUTIVE SALESAnna ScottRegional Director, UK Tel: +44 (0) 207 422 6263

Chris BeckmannRegional Director, Germany, Switzerland & Poland Tel: +49 69 244 321 480

Martin AlamriRegional Director, Germany Tel: +49 69 244 321 471

Jérôme PottierRegional Director, France Tel: +33 (0) 1 40 06 13 12

Hakema El-HadadRegional Director, France & Northern Africa Tel: +33 (0) 1 40 06 13 10

Manuel BianchiRegional Director, Europe Tel: +44 (0) 207 422 6271

Mike HinchliffeRegional Director, Europe Tel: +44 (0) 207 422 6256

Bryan BrightonRegional Director, Europe Tel: +44 (0)207 422 6212

Adam PangRegional Director, Europe Tel: +44 (0) 207 422 6268

Merlin J. PiscitelliRegional Director, Europe Tel: +44 (0) 207 422 6266

Mary WalshRegional Director, Europe Tel: +44 (0) 207 422 6270

Jonathan HughesAccount Manager, Europe Tel: +44 (0) 207 422 6267

Malcolm NeateAccount Manager, Europe Tel: +44 (0) 207 422 6272

Alex GrossRegional Director, Eastern Europe & Middle East Tel: +49 69 7593 7148

Alvaro OrtegaRegional Director, Southern Europe Tel: +39 27 6362314 Tel: +34 91 7691022

David HaynesRegional Director, Asia-Pacific Tel: +852 2536 2288

Vincent LorkRegional Director, South East Asia Tel: +65 6248 4602

Patrick CabreraRegional Director, South East Asia Tel: +65 9834 4557

John PateRegional Director, Australia & New Zealand Tel: +61 (0) 499 992 400

Manuel BentosinosRegional Director, Mexico, Columbia & Caribbean Tel: +52 55 9171 2237

Ana Paula Macêdo Távora de CastroVice President, South America Tel: +55 11 9908 0858

Luis Felipe Salles CunhaRegional Director, Brazil Tel: +55 11 3568 2429

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Scott RedikerRegional Director, Mid Atlantic Tel: +1 443 690 3122

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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.

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

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

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

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

Remark, the events and publications arm of The Mergermarket group, offers a range of publishing, research and events services that enable clients to enhance their own profile, and to develop new business opportunities with their target audience.

Disclaimer

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 qualified professional adviser. While reasonable effort has been made to ensure the accuracy of the information contained in this publication, this cannot be guaranteed and neither Schulte Roth & Zabel nor Mergermarket nor any of its subsidiaries or 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.

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