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DEAL DRIVERS EMEAThe comprehensive review of mergers and acquisitions in the EMEA region.

2012

Published by:

In association with:

Full-yearedition

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03

DEAL DRIVERS – EMEA

contents

about mergermarket

mergermarket is an unparalleled mergers and acquisitions intelligence tool. In any market, the life blood of advisers is deal flow. mergermarket is unique in the provision of origination intelligence to the investment banking, legal, private equity, acquisition finance, public relations and corporate markets.

With an unrivalled network of journalists and analysts covering M&A in Europe and North America, mergermarket generates proprietary intelligence and delivers it,

together with daily aggregated content, on its mergermarket.com platform and by real-time email alerts to its subscribers.

This wealth of intelligence, together with a series of deal databases, individual and house league tables, profiles and editorial, has proven time and time again that this product can, and does, provide real revenues for mergermarket’s clients. This is apparent when you see that mergermarket is used by over 400 of the world’s foremost advisory firms to assist in their origination

process. mergermarket is not interested in news, by then the opportunity has usually passed. mergermarket focuses on revenue generating intelligence and proves daily that it is one of the most useful and powerful tools for the M&A market.

Foreword 04

Heat Chart 05

All Sectors 06

Financial Services 14

Industrials & Chemicals 18

Energy, Mining & Utilities 22

Consumer 26

Telecoms, Media & Technology 30

Transportation 34

Pharma, Medical & Biotech 38

Construction 42

The Middle East & North Africa 46

About Merrill Corporation 50

About Merrill DataSite 51

Merrill DataSite Contacts 52

04


foreword

Welcome to the full-year 2012 edition of Deal Drivers EMEA, published by mergermarket in association with Merrill DataSite. This report provides an extensive review of M&A activity across Europe, the Middle East & North Africa, offering a detailed analysis of specific sectors and regions and identifying emerging trends in dealmaking for the upcoming year.

Dealmaking during much of 2012 was impacted by the eurozone flirting with collapse. However, a very strong fourth quarter points to improving confidence levels and, while attitudes across sectors remain somewhat inconsistent, the key theme is that perhaps the worst is now over even as the after-effects of the downturn linger on.

With Europe’s economic malaise having its roots in the financial system, it is not surprising that activity in Financial Services remains muted. Deals that have been forthcoming are often a result of white knights stepping in to rescue ailing businesses or banks shedding assets to bolster their capital levels. Yet financial exchanges provide one bright spot, with rapid technological evolution pushing trading venues to gain market share through acquisitions. In December, this trend led to the bold takeover of NYSE Euronext by Intercontinental Exchange and this deal could potentially kick start a further round of consolidation-led activity.

In the TMT sector, acquisitions remain essential for contending with technological change and Europe’s current malaise has led to many of the region’s choice assets being picked off by overseas shoppers, with US consolidators proving to be particularly ruthless. Deals over the past 12 months include Cisco acquiring UK-based broadcast software provider NDS Group for €3.8bn and Canada-based CGI taking control of UK-based IT services specialist Logica. Meanwhile, speculation continues to mount around Europe’s chip jewels ARM Holdings and Imagination Technologies, which have long been linked with Intel and Apple, respectively.

Within Transportation, increased private equity interest in the shipping space provides an interesting insight into private equity (PE)

sentiment, with asset heavy businesses increasingly seen as safe investments, rather than as liabilities. Firms such as Oaktree Capital and Blackstone have invested in recruiting people with knowledge of the shipping sector and there are growing signs that the industry’s previous focus on a fast return is gradually being supplanted by more consideration of longer term opportunities.

In the Middle East & North Africa the strengthening of the Islamist movement in places like Egypt and Algeria means that investors remain uncertain about the future direction of these economies. However, in 2012 the region saw more M&A than in the previous year and of particular note has been growing activity in the TMT sector, which accounted for nearly 30% of deals in 2012 and remains the region’s hottest area according to mergermarket’s Heat Chart.

The following pages provide a detailed review of EMEA region M&A during 2012, drawing from extensive geography and sector-based data, and from the expertise of mergermarket journalists. We hope you find this full-year edition of Deal Drivers EMEA useful and informative and, as always, we welcome your feedback.

05


emea Heat cHart

The half-year 2012 mergermarket Heat Chart, which tracks ‘companies for sale’ stories, suggests that the uptick in dealmaking seen across the region during the final quarter of 2012 is set to be maintained over the next six months.

Central & Eastern Europe (CEE) is the hottest region, with activity spurred by the region’s economic outperformance and the large number of sectors that remain ripe for further consolidation. Within the region the Industrials & Chemicals and Consumer sectors are hottest, indicative of the current engines of economic growth, with a surging industrial sector helping to bolster domestic spending.

The Germanic countries and the UK & Ireland are the next hottest regions. Germanic M&A is currently supported by significant interest in the Industrials & Chemicals sector, with the region’s advanced industrial assets in high demand from overseas buyers. Meanwhile the UK is a hot spot for dealmaking in TMT as well as Energy, Mining & Utilities.

Other notable hot tiles include the Leisure sector in South Eastern Europe thanks to a large number of ‘companies for sale’ stories emanating from Turkey. Here leisure spending is already supported by an advanced tourism sector and is now being further bolstered by rising income levels on the back of strong economic growth. Meanwhile TMT is currently the hottest area for dealmaking in the Middle & East and North Africa, which is a notable change in direction for a region where M&A has historically been dominated by extractive industries in the energy sector.

CEE (excl. Russia)

Germanic UK & Ireland

Russia Nordic Italy SEE France Middle East & North Africa

Benelux Iberia total

Industrials & Chemicals 148 160 78 58 68 93 44 59 26 33 19 786

TMT 98 111 117 44 64 32 21 77 83 47 32 726

Consumer 145 140 77 48 46 63 44 58 20 46 36 723

Energy, Miningn & Utilities 133 42 102 57 50 36 31 15 43 8 24 541

Financial Services 77 37 58 45 9 41 30 12 22 15 13 359

Leisure 48 53 49 18 2 18 84 22 11 14 15 334

Business Services 39 55 68 22 24 23 10 15 9 19 21 305

Pharma, Medical & Biotech 47 48 46 9 42 9 9 17 17 22 15 281

Transportation 60 19 14 20 24 18 15 13 7 12 20 222

Construction 46 31 8 15 9 11 10 14 16 5 8 173

Real Estate 31 23 21 14 4 1 3 4 10 7 118

Agriculture 17 8 12 6 1 4 2 1 1 4 56

Other 1 2 2 2 7 3 2 19

Defence 4 2 2 1 2 2 1 14

Government 5 3 3 2 1 14

total 899 729 642 369 348 346 316 313 271 229 209 4,671

Hot warm cold

80 50 20

70 40 10

60 30 0

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

The Intelligence Heat Chart is based on ‘companies for sale’ tracked by mergermarket in Europe between 01/01/2012 and 31/12/2012. Opportunities are captured according to the dominant geography and sector of the potential target company.

06

DEAL DRIVERS – EMEA -ALL SECTORS

all sectors

All SECTorS

A lull in European M&A in the first nine months of 2012 was followed by a surge late in the year, with volume and value up 5.4% and 88.9% in Q4 over the preceding three months. Improved confidence about the future of the eurozone as well as greater certainty about the trajectory of the US following the re-election of President Barrack Obama supported deal activity. The strong fourth quarter was enough to push full-year value growth into positive territory, up by 2.0% over year-earlier figures to €529.6bn. The deal count was down by 6.4% to 5,138 transactions, however.

In terms of geographies, dealmaking continues to reflect the dynamics of the eurozone crisis, with the relatively stable markets of Northern Europe and Central & Eastern Europe dominating deal flow alongside a more subdued Southern Europe. Somewhat at odds with this trend has been a major drop off in activity in France, with the country accounting for just 4.8% of dealmaking by value in 2012, down from 11.3% in 2011. This would chime with suggestions that the election of socialist President François Hollande has added an additional risk premium for deals in the market, with attempts to address the country’s significant fiscal problems through a big increase in tax rates proving counterproductive and having a negative impact on confidence.

Most sectors registered a decline in full-year M&A activity by value, with the overall figures rescued by a 31% surge in the value of Energy, Mining & Utilities (EMU) deals, supported by the €34.4bn all share merger of Xstrata and Glencore. However, again, Q4 2012 provides a better picture of the current state of the market, with sizeable quarterly jumps across the majority of sectors including Financial Services, Consumer, EMU, Transportation, Construction, Real Estate and Pharma, Medical & Biotech. This broad-based lift in activity again bodes well for dealmaking in 2013, with an improvement in confidence filtering down to a wide range of industries.

The mammoth size of the Xstrata/Glencore deal means that EMU accounted for 30.8%

of European deal value in 2012 (up from 23.9% in 2011), despite only accounting for 7.8% of deal volume. These figures point to the high average deal size in the sector. Over the next year, activity in energy rather than mining looks likely to be the principle driver of activity in the resources space, with global mining majors, including Anglo American and Rio Tinto, currently grappling with a spate of write downs linked to previous poorly judged acquisitions and investments.

Industrials & Chemicals was another active sector during 2012, accounting for 14.1% of deal value and 22.3% of volume. Value figures were bolstered by Volkswagen acquiring the 50.1% stake in Porsche it does not already own for €11.4bn - a deal first agreed in 2009. Meanwhile, volumes were supported by activity in the UK and the Germanic region, which respectively accounted for 23.9% and 36.9% of all transactions in the sector. In both markets activity is being driven by growing demand from Asia and North America, with both strategic and private equity investors hungrily eyeing the advanced manufacturing assets available at relatively cheap valuations as a result of currency weakness and the underlying economic backdrop.

Consolidation is also a significant theme, with the current conditions pushing firms to seek out economies of scale. Although the merger of defence and aerospace giants EADS and BAE systems was thwarted by political objections, other sizeable deals, such as the acquisition of UK-based Invensys Rail Group and Westinghouse Brake & Signal Holdings by Germany’s Siemens for €1,4m, point to the robustness of this trend.

Financial Services accounted for 13.1% of value during 2012, indicating significant levels of activity but still a long way down on the levels seen prior to the financial crisis, when Financial Services transactions regularly accounted for up to 30% of aggregate deal value. Although many European financial firms remain wary of pursuing expansion, deal flow is being maintained by distressed sales by beleaguered banks as well as the shakeup caused by stricter capital requirements, which is pushing financial institutions to offload risky assets from their balance sheets.

Buyouts in the private equity sector proved relatively muted in 2012, with a total of 877 deals worth €70.7bn compared to 1,105 worth €78.6bn in 2011. Here, there were also signs of a pickup in activity in Q4, driven partly by a large increase in the number of secondary buyouts. Notable deals that were pushed through despite this difficult backdrop include Advent International’s €1.6bn acquisition of Germany retailer Douglas Holding and Bain Capital’s €1bn deal for the customer relationship management business of Telefonica. With many funds sitting on dry powder and running up close to investment deadlines, there are reasons to believe 2013 will prove more fruitful for PE-led acquisitions.

Exits were also down on the previous year, with 542 deals worth €84.9bn compared to 655 worth €93.7bn in 2011. The June acquisition of a 45% stake in Swiss-based Alliance Boots by US pharmacy Walgreens for €5.3bn remains the largest exit of 2012. There were other sizeable deals in H2, including General Electric’s purchase of the aviation unit of Italy’s Avio from Cinven Limited in a deal worth €3.3bn and Baxter International’s acquisition of Swedish dialysis equipment manufacturer Gambro from Swedish private equity firms Investor AB and EQT Partners AB for €3.1bn. Both of these deals involved a sale to a cash-rich US corporate and demonstrate again the significant global appetite for technologically advanced European assets that have a proven customer base, which can be expected to remain a key driver of activity in 2013 and beyond.

By James Hemsley

07

DEAL DRIVERS – EMEA - ALL SECTORS

all sectorsToP 20 ANNoUNCED DEAlS For YEAr ENDINg 31 DECEMBEr 2012 - EUroPEAN All SECTorS

Announced date

Status Bidder company Target company Sector Vendor company Deal value (€m)

7-Feb-12 P Glencore International plc Xstrata Plc (65.92% Stake) Energy, Mining & Utilities 34,386

22-Nov-12 P Rosneft Oil Company OJSC TNK-BP Limited (50% Stake) Energy, Mining & Utilities BP Plc 24,211

12-Dec-12 P Rosneft Oil Company OJSC TNK-BP Limited (50% Stake) Energy, Mining & Utilities Alfa Group; Renova Group; and Access Industries

21,395

29-Jun-12 P Anheuser-Busch InBev NV Grupo Modelo SAB de CV (49.7% Stake)

Consumer 15,877

4-Jul-12 C Volkswagen AG Dr Ing hc F Porsche AG (50.1% Stake)

Industrials & Chemicals Porsche Automobil Holding SE 11,353

21-May-12 C Eaton Corporation Cooper Industries Plc Industrials & Chemicals 9,342

28-Nov-12 C FROB Catalunya Banc SA Financial Services 9,084

23-Apr-12 C Nestle SA Pfizer Nutrition Consumer Pfizer Inc. 9,022

16-Apr-12 C GDF Suez SA International Power Plc (30.23% Stake)

Energy, Mining & Utilities 8,301

5-Dec-12 P Charoen Pokphand Group Co Ltd Ping An Insurance (Group) Company of China Ltd (15.57% Stake)

Financial Services HSBC Holdings Plc 7,172

27-Sep-12 C Cassa depositi e prestiti spa Gruppo Sace Spa Financial Services Italian Ministry for the Economy and Finance

6,050

3-Oct-12 P T-Mobile USA Inc. (subsidiary of Deutsche Telekom AG)

MetroPCS Communications Inc. TMT 5,978

17-Jan-12 C Sumitomo Mitsui Financial Group Inc.

RBS Aviation Capital Limited Financial Services Royal Bank of Scotland Group Plc 5,732

20-Mar-12 C Glencore International plc Viterra Inc. Agriculture 5,554

8-Nov-12 P Government of Belgium; and Government of France

Dexia SA (Undisclosed Economic Interest)

Financial Services 5,500

26-Dec-12 C Fondo de Reestructuracion Ordenada Bancaria

NCG Banco SA (6.84% Stake) Financial Services 5,425

20-Jul-12 C Heineken NV Asia Pacific Breweries Limited (58.1% Stake)

Consumer Fraser & Neave Limited; and Kindest Place Groups Limited

5,417

19-Jun-12 C Walgreen Company Alliance Boots GmbH (45% Stake) Consumer AB Acquisitions Holdings Limited 5,270

25-Jan-12 L Roche Holding Ltd Illumina Inc. Pharma, Medical & Biotech 5,223

19-Mar-12 L United Parcel Service Inc. TNT Express NV Transportation 5,167

C= Completed; P= Pending; L= Lapsed

08


all sectorsEUroPEAN M&A SPIlT BY DEAl SIzE

0

500

1,000

1,500

2,000

2,500

3,000

3,500

4,000

4,500

5,000

5,500

6,000

6,500

7,000

2012201120102009200820072006

5427 60

28

33

180

21

228

8580

339

32156

3612

168174 31

12

151157

3,120

233219

2,544

266262

3,274

2,818

2,496

2,692

1,466

2,087

1,842

2,682

1,944 1,660

3,1273,158

148

VALUE VOLUME

0

100

200

300

400

500

600

700

800

900

1,000

1,100

1,200

2012201120102009200820072006

163.1184.6

263.9

101.1504.1

141.1

101.4

109.888.9

113.1

160.6

97.8

144.3

146.6

87.653.359.8

96.645.785.4

87.6

66.5

80.1

67.430.4

137.7

62.1

115.8

93.0

248.0

435.0

152.1

79.3

217.8

321.2

147.7

Valu

e (€

bn)

Volu

me

>€5,001m

€2,001m - €5,000m

€501m - €2,000m

€251m - €500m

€5m - €250m >€5,001m

€2,001m - €5,000m

€501m - €2,000m

€251m - €500m

€5m - €250m

Value not disclosed

VALUE VOLUME

Valu

e (€

m)

Quarter ended Quarter ended

Volu

me

0

50,000

100,000

150,000

200,000

250,000

300,000

350,000

400,000

450,000

Q412

Q312

Q212

Q112

Q411

Q311

Q211

Q111

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

0

200

400

600

800

1,000

1,200

1,400

1,600

1,800

Q412

Q312

Q212

Q112

Q411

Q311

Q211

Q111

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Moving average trend line

qUArTErlY M&A ACTIVITY - All SECTorS

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

09


all sectorsEUroPEAN BUYoUTS EUroPEAN ExITS

0

5,000

10,000

15,000

20,000

25,000

30,000

35,000

40,000

45,000

50,000

Q412

Q312

Q212

Q112

Q411

Q311

Q211

Q111

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

0

20

40

60

80

100

120

140

160

180

200

220

240

260

Valu

e (€

m)

0

10,000

20,000

30,000

40,000

50,000

60,000

70,000

80,000

90,000

100,000

Q412

Q312

Q212

Q112

Q411

Q311

Q211

Q111

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

0

50

100

150

200

250

300

350

400

Valu

e (€

m) Volum

e


Volume

Value Volume

TrANSATlANTIC DEAlS

VALUE VOLUME

Valu

e (€

m)


Volu

me

0

10,000

20,000

30,000

40,000

50,000

60,000

70,000

80,000

90,000

100,000

Q412

Q312

Q212

Q112

Q411

Q311

Q211

Q111

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

0

25

50

75

100

125

150

175

200

225

250

275

Q412

Q312

Q212

Q112

Q411

Q311

Q211

Q111

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Total European/North American deals

North American bidder acq European target

European bidder acq North American target

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

Based on dominant location of target and bidder and excludes all buyouts.

10


all sectorsMIx oF DEAlS BY gEogrAPHIC rEgIoN

VALUE VOLUME

UK & Ireland

germanic

France

Italy

Iberia

Benelux

Nordic

Central & Eastern Europe

other

22.0%

20.9%

4.8%7.1%

7.0%

8.5%

8.5%

18.2%

3.1%

22.5%

17.5%

11.1%6.0%

5.6%

8.7%

14.4%

11.4%

2.9%

MIx oF DEAlS BY INDUSTrY SECTor

VALUE VOLUME

Industrials & Chemicals

Financial Services

Business Services

Consumer

Energy, Mining & Utilities

TMT

leisure

Transportation

Pharma, Medical & Biotech

Construction

real Estate

Defence

Agriculture

0.4%

0.2%14.1%

13.1%

4.9%

9.8%

30.8%

9.8%

1.3%

4.5%

4.8%2.1%

4.2% 4.3%

1.9% 0.3%

1.1%

22.3%

7.8%

11.6%

15.5%

7.8%

13.5%

3.8%

4.3%

5.8%

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

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

11


all sectorsFINANCIAl ADVISErS

lEgAl ADVISErS

TOP 20 - RANKED By VALUE TOP 20 - RANKED By VOLUME


2011 2012 Company name Value (€m)

Number of deals

2 1 Morgan Stanley 226,442 131

1 2 Goldman Sachs 224,679 137

3 3 Deutsche Bank 205,519 109

7 4 Barclays 200,472 90

6 5 Citi 161,642 81

4 6 JPMorgan 155,423 109

11 7 Bank of America Merrill Lynch 152,498 82

8 8 Rothschild 141,380 206

5 9 Credit Suisse 133,646 87

12 10 Lazard 94,252 109

9 11 UBS Investment Bank 90,379 84

14 12 BNP Paribas 75,677 65

15 13 Nomura Holdings 73,135 44

25 14 VTB Capital 50,679 20

29 15 Evercore Partners 39,423 32

10 16 HSBC 39,041 43

13 17 Societe Generale 37,191 60

46 18 Renaissance Capital 29,168 9

- 19 Lambert Energy Advisory 28,421 3

53 20 Rabobank 24,644 38


Number of deals

3 1 Rothschild 141,380 206

2 2 PwC 11,503 206

1 3 KPMG 11,016 163


6 5 Deloitte 7,508 133



8 8 JPMorgan 155,423 109

7 9 Lazard 94,252 109

4 10 Ernst & Young 7,780 106

17 11 Barclays 200,472 90




15 15 Citi 161,642 81

14 16 BNP Paribas 75,677 65

19 17 M&A International 672 65

18 18 BDO 2,337 62


20 20 Leonardo & Co 21,176 49


Number of deals

1 1 Freshfields Bruckhaus Deringer 174,405 200

2 2 Linklaters 174,133 223

6 3 Clifford Chance 166,154 180

7 4 Cleary Gottlieb Steen & Hamilton 128,489 67

12 5 Skadden Arps Slate Meagher & Flom 103,032 78

17 6 White & Case 73,928 114

24 7 Cravath, Swaine & Moore 72,217 18

3 8 Allen & Overy 71,779 179

14 9 Weil Gotshal & Manges 66,591 64

4 10 Sullivan & Cromwell 63,858 46

10 11 Latham & Watkins 58,439 96

86 12 King & Wood Mallesons 53,328 14

11 13 Slaughter and May 46,273 45

21 14 Baker & McKenzie 45,694 136

9 15 Wachtell, Lipton, Rosen & Katz 41,389 18

15 16 Blake, Cassels & Graydon 40,256 35

5 17 Shearman & Sterling 39,492 44

8 18 Simpson Thacher & Bartlett 36,611 29

196 19 Atanaskovic Hartnell 36,603 1

44 20 Kirkland & Ellis 36,584 54


Number of deals

3 1 Linklaters 174,133 223


1 3 DLA Piper 31,728 199


7 5 Allen & Overy 71,779 179

4 6 CMS 24,111 165

6 7 Baker & McKenzie 45,694 136

10 8 White & Case 73,928 114

9 9 Jones Day 29,401 106

11 10 Hogan Lovells 32,210 98

13 11 Eversheds 11,031 98


16 13 Ashurst 21,552 82


14 15 Loyens & Loeff 22,046 73

17 16 SJ Berwin 10,501 71


20 18 Pinsent Masons 2,806 67

18 19 Mayer Brown 15,852 66

92 20 Bech-Bruun 5,868 66

The financial adviser league tables by value and volume have been run from 01/01/2012 to the 31/12/2012, excluding lapsed and withdrawn deals. The tables are pan-European and cover all sectors.

The legal adviser league tables by value and volume have been run from 01/01/2012 to the 31/12/2012 and include lapsed and withdrawn deals. The tables are pan-European and cover all sectors.

12


all sectorsFINANCIAl ADVISErS - MID-MArKET (€10M – €250M)

lEgAl ADVISErS - MID-MArKET (€10M – €250M)




Number of deals

1 1 Rothschild 6,921 65

4 2 PwC 6,336 79

2 3 Lazard 4,243 37

3 4 KPMG 4,213 62


12 6 JPMorgan 4,058 28


21 8 Jefferies & Company 3,064 23




16 12 Barclays 2,595 18

10 13 Deloitte 2,413 41



11 16 Citi 2,268 16


13 18 Ernst & Young 2,112 38

5 19 BNP Paribas 1,883 16

24 20 SEB Enskilda 1,769 18


Number of deals

3 1 PwC 6,336 79


2 3 KPMG 4,213 62

4 4 Deloitte 2,413 41

5 5 Ernst & Young 2,112 38

6 6 Lazard 4,243 37


17 8 JPMorgan 4,058 28


19 10 Investec 1,536 26






26 16 Canaccord Genuity 1,403 21

36 17 UniCredit Group 1,694 19

22 18 Barclays 2,595 18




Number of deals


1 2 Linklaters 7,399 76


5 4 Allen & Overy 4,487 49

3 5 DLA Piper 4,199 65

11 6 CMS 3,691 56

10 7 White & Case 3,611 38

27 8 Norton Rose 2,987 30

17 9 Ashurst 2,812 30




14 13 Jones Day 2,455 35


20 15 Travers Smith 2,233 27

22 16 Mayer Brown 2,142 24


21 18 Hannes Snellman 2,069 23

48 19 Uria Menendez 1,974 24

28 20 Mannheimer Swartling 1,853 25


Number of deals


1 2 DLA Piper 4,199 65

5 3 CMS 3,691 56



6 6 Allen & Overy 4,487 49

12 7 White & Case 3,611 38

10 8 Jones Day 2,455 35


8 10 Eversheds 1,354 32

22 11 Norton Rose 2,987 30

16 12 Ashurst 2,812 30

18 13 Pinsent Masons 1,423 29

26 14 Travers Smith 2,233 27



19 17 Mayer Brown 2,142 24



110 20 Bech-Bruun 1,793 23

The financial adviser mid-market eague tables by value and volume have been run from 01/01/2012 to the 31/12/2012, excluding lapsed and withdrawn deals. The tables are pan-European and cover all sectors.

The legal adviser mid-market league tables by value and volume have been run from 01/01/2012 to the 31/12/2012 and include lapsed and withdrawn deals.The tables are pan-European and cover all sectors.

13


all sectorsPr ADVISErS

Pr ADVISErS - MID-MArKET (€10M – €250M)




Number of deals

1 1 Brunswick Group 150,544 152

12 2 Pelham Bell Pottinger 92,141 32

2 3 FTI Consulting 87,004 164

3 4 RLM Finsbury 81,782 72

10 5 Hering Schuppener Consulting (AMO) 44,004 33

21 6 Sard Verbinnen & Co 42,811 26

48 7 Powerscourt 39,247 33

16 8 StockWell Communications 37,317 2

47 9 Aura Financial 36,603 1

4 10 Kekst (Publicis/MSL Group) 33,091 30

25 11 Barabino & Partners 27,830 58

13 12 Joele Frank Wilkinson Brimmer Katcher 26,161 22

7 13 Citigate 24,045 73

34 14 Hudson Sandler 21,972 11

9 15 Maitland (AMO) 20,385 61

30 16 Hill + Knowlton Strategies 19,584 27

18 17 CNC (Publicis/MSL Group) 19,318 29

5 18 Havas Worldwide Paris (AMO) 16,420 27

6 19 Abernathy MacGregor Group (AMO) 15,369 24

19 20 Capital MSL (Publicis/MSL Group) 8,827 15


Number of deals



3 3 Citigate 24,045 73


5 5 College Hill 5,913 64

6 6 Maitland (AMO) 20,385 61


10 8 MHP Communications 3,932 42

14 9 Hering Schuppener Consulting (AMO) 44,004 33


9 11 Pelham Bell Pottinger 92,141 32



22 14 Hill + Knowlton Strategies 19,584 27

8 15 Havas Worldwide Paris (AMO) 16,420 27

21 16 Sard Verbinnen & Co 42,811 26

12 17 M:Communications 8,265 25

15 18 Abernathy MacGregor Group (AMO) 15,369 24

13 19 Community Group 6,190 23

23 20 Joele Frank Wilkinson Brimmer Katcher 26,161 22


Number of deals





2 5 Citigate 1,853 26

5 6 Maitland (AMO) 1,805 20







22 13 Publicis Consultants (Publicis/MSL Group) 907 7

19 14 Joele Frank Wilkinson Brimmer Katcher 896 9

11 15 Abernathy MacGregor Group (AMO) 844 6

14 16 Havas Worldwide Paris (AMO) 772 8

8 17 Tulchan Communications 687 9

130 18 Image Building 631 6

13 19 Hering Schuppener Consulting (AMO) 537 5

36 20 Kreab Gavin Anderson 520 6


Number of deals





2 5 Citigate 1,853 26


6 7 Maitland (AMO) 1,805 20




22 11 Redleaf Polhill 492 11

8 12 Pelham Bell Pottinger 404 10

18 13 CNC AG (Publicis/MSL Group) 1,181 9

26 14 Joele Frank Wilkinson Brimmer Katcher 896 9

12 15 Tulchan Communications 687 9

9 16 Havas Worldwide Paris (AMO) 772 8

31 17 Murray Consultants 507 8

11 18 Buchanan Communications 396 8

16 19 CityPress PR 386 8

27 20 Publicis Consultants (Publicis/MSL Group) 907 7

The PR adviser league tables by value and volume have been run from 01/01/2012 to the 31/12/2012 and exclude lapsed and withdrawn deals.The tables are pan-European and cover all sectors.

The PR adviser league tables by value and volume have been run from 01/01/2012 to the 31/12/2012 and exclude lapsed and withdrawn deals.The tables are pan-European and cover all sectors.

14

DEAL DRIVERS – EMEA - FINANCIAL SERVICES

fInancIal serVIces

FINANCIAl SErVICES

As a measure of an industry’s general health, the volume of a sector’s M&A activity can be a fair, if not exact, barometer.

While being anything but a precise science, it’s fair to say that more buoyant economic times lead to higher volumes and deal transaction sizes. By this gauge, while not being quite the worst year on record in terms of M&A figures within the Financial Services sector since before the crisis erupted, 2012 certainly went some way to proving there is some correlation between the two. With the eurozone flirting with collapse throughout 2012, mounting US debt figures and a declining Japan, it could be considered somewhat surprising last year was not the worst on record. That accolade went to 2011.

Throughout 2012, €202.7bn changed hands globally in Financial Services M&A spanning 1,110 deals – 5% down on the value of deals conducted in 2010 and some 100 deals lighter, according to mergermarket data. But when looking at 2011, last year fared slightly better – up 7% in terms of value with 36 fewer deals announced.

Last year’s largest deals in the sector include RBS’ sale of SMBC Aviation Capital to Sumitomo Mitsui for €5.73bn, Spain’s beleaguered Bankia having to sell a 45% stake to restructuring fund Fondo de Reestructuracion Ordenada Bancaria for €4.46bn and of Cassa depositi e prestiti spa (CdP)’s €3.7bn acquisition of Italian financial investment group, Simest, from the Italian state.

CdP’s deal would appear to typify much of the sentiment within Europe – white knights ensuring business runs as normally possible – while the Bankia and RBS deals were both also born out of enforced divestments. Throughout the last few years, the majority of the larger deals fall into the category of banks having to shed assets, as opposed to acquisition-hungry companies looking to expand. Gone are the days of the RBS-ABN Amro-type mega-merger to be replaced by a more disparate kind of deal altogether.

With a myriad of regulation being enforced designed to help protect customers - and

the institutions themselves - increased transparency and control capital, the likes of Dodd-Frank, Basel II, Solvency II, MIFiR, MIFiD and RDR are also set to stymie the growth of the very same businesses. With growth being constrained and institutions needing to comply with tighter capital controls, it comes as little surprise that active M&A has stalled somewhat over the past years. Beyond those necessary divestments and restructuring plans, which have been applied across many of Europe’s and the US’ top tier banks and institutions, more vanilla acquisitions have been thin on the ground.

Before looking at what may be for 2013, it is hard to ignore some of the statistics of last year.

The number of outbound deals from Europe spiralled to €3.56bn in 2012 from €30.26bn in 2007. While the value has plummeted, so has the volume of deals – 105 announced in 2007 compared to just the 35 last year. The US has seen a similar, if less dramatic collapse with €24.6bn worth of deals back in 2007 versus €12.3bn in 2012, according to mergermarket data.

So where does this leave things as 2013 develops?With a degree of uncertainty still hanging over much of the economy, financial services is likely to once again play a key role in the year’s M&A activity. Much will depend on the stability of the individual economies of Greece, Italy, Portugal and Spain, while the core financial centres of Germany and the UK will also play pivotal roles. Issues such as the lingering Libor scandal may appear little more than a side show, but only go some way to highlight the thin tightrope the European banking community is currently treading.

Last year saw some of the final divestments made by those beleaguered banks forced to undergo streamlining after receiving hefty EU cash bundles. These, along with fresh bailouts – in Italy and Spain especially – made up a large chunk of the overall deal value in 2012. And so ironically, if in 2013 the European Financial Services sector sees little in the way of catastrophe, we could see a sharp decline in volume and value figures.

Away from banks, only a year ago we saw a wave of exchange takeovers come and go as trading venues looked to increase their market share in a rapidly evolving sector. Now, with the growing emergence of dark pools alongside an overwhelming call for increased transparency within the marketplace and trading venues by regulators, this is a space which could again come to life in the near future. Only in December did Intercontinental Exchange announce its bold takeover of NYSE Euronext, in a move that could once again breathe life into further exchange takeovers.

As execution fees decrease and alternative trading venues come to the fore, exchanges are fast looking for ways to increase their revenue streams by diversifying into other areas. Technology, clearinghouses, data vendors and dark pools have all been on the shopping list of many an exchange of late and are likely to continue being so as 2013 rolls by.

By Paul Francis-Grey

15


Announced date

Status Bidder company Target company Vendor company Deal value (€m)

28-Nov-12 C FROB Catalunya Banc SA 9,084

5-Dec-12 C Charoen Pokphand Group Co Ltd Ping An Insurance (Group) Company of China Ltd (15.57% Stake)

HSBC Holdings Plc 7,172

27-Sep-12 C Cassa depositi e prestiti spa Gruppo Sace Spa Italian Ministry for the Economy and Finance 6,050

17-Jan-12 C Sumitomo Mitsui Financial Group Inc. RBS Aviation Capital Limited Royal Bank of Scotland Group Plc 5,732

8-Nov-12 C Government of Belgium; and Government of France

Dexia SA (Undisclosed Economic Interest) 5,500

26-Dec-12 C Fondo de Reestructuracion Ordenada Bancaria

NCG Banco SA (6.84% Stake) 5,425

27-Jun-12 C Fondo de Reestructuracion Ordenada Bancaria

Bankia SA (45.5% Stake) 4,456

8-Jun-12 C Sberbank Denizbank AS Dexia SA 3,004

29-Aug-12 C The Bank of Nova Scotia ING Bank of Canada ING Groep NV 2,519

28-Feb-12 C Deutsche Bank AG Deutsche Postbank AG (39.5% Stake) Deutsche Post AG 2,411

14-Jun-12 C Gazprom OAO; Vnesheconombank; NPF Gazfond; CJSC Gaztek; and New Financial Technologies (Novfintekh)

Gazprombank OAO (18.48% Stake) 2,193

12-Dec-12 P Qatar National Bank National Societe Generale Bank SA Societe Generale 1,955

15-Jun-12 C Hong Kong Exchanges and Clearing Limited London Metal Exchange Limited 1,686

19-Oct-12 P Pacific Century Group Holdings Limited ING Groep NV (Hong Kong, Macau and Thailand insurance units)

ING Groep NV 1,643

6-Dec-12 P Absa Group Limited Barclays Africa Limited Barclays Plc 1,599


fInancIal serVIcesToP 15 ANNoUNCED DEAlS For YEAr ENDINg 31 DECEMBEr 2012 - EUroPEAN FINANCIAl SErVICES SECTor

16


fInancIal serVIcesMIx oF DEAlS BY gEogrAPHIC rEgIoN

VALUE VOLUME

UK & Ireland

germanic

France

Italy

Iberia

Benelux

Nordic


other

25.6%

10.1%

11.3%

0.8%

10.0%

23.4%

1.8%

11.1%

6.0%

29.9%

10.0%

6.7%10.0%

7.0%

5.2%

10.0%

17.2%

4.0%

qUArTErlY TrENDS

Valu

e (€

m)

Volu

me

VALUE VOLUME

0

30,000

60,000

90,000

120,000

150,000

Q412

Q312

Q212

Q112

Q411

Q311

Q211

Q111

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106


0

25

50

75

100

125

150

175

Q412

Q312

Q212

Q112

Q411

Q311

Q211

Q111

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106



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

17


fInancIal serVIcesFINANCIAl ADVISErS


lEgAl ADVISErS



Number of deals

3 1 Barclays 28,493 18



6 4 JPMorgan 17,903 18


11 6 HSBC 15,852 11





7 11 Citi 8,231 14

16 12 Lazard 6,870 16

30 13 Leonardo & Co 6,601 4


66 15 Mediobanca 5,992 6

38 16 Royal Bank of Scotland Group 5,732 1

25 17 Credit Agricole CIB 5,248 3


42 19= Banco Bradesco BBI 3,274 1

76 19= G5 Advisors 3,274 1


Number of deals





2 5 KPMG 1,027 19

9 6 Barclays 28,493 18

6 7 JPMorgan 17,903 18

15 8 Lazard 6,870 16


10 10 Citi 8,231 14

12 11 PwC 681 14


16 13 Deloitte 1,110 12

13 14 HSBC 15,852 11




21 18 Canaccord Genuity 174 10


14 20 Ernst & Young 290 7


Number of deals






12 6 Allen & Overy 11,041 28


46 8 Garrigues 7,498 12

209 9 Chiomenti Studio Legale 6,626 6

232 10 Gianni, Origoni, Grippo, Cappelli & Partners 6,317 3

14 11 A&L Goodbody 6,224 8

133 12 Milbank Tweed Hadley & McCloy 6,116 2

124 13 McCann FitzGerald 5,764 4

- 14 Nagashima Ohno & Tsunematsu 5,732 1

48 15 Bredin Prat 5,500 1


53 17 White & Case 4,619 10

62 18 Norton Rose 4,574 6


45 20 Jones Day 4,058 8


Number of deals



3 3 Allen & Overy 11,041 28





9 8 DLA Piper 1,563 14


58 10 Garrigues 7,498 12

11 11 Hogan Lovells 257 12

38 12 Debevoise & Plimpton 3,813 11


14 14 White & Case 4,619 10


17 16 Mayer Brown 2,401 10

5 17 CMS 147 10

8 18 A&L Goodbody 6,224 8

13 19 Jones Day 4,058 8

18 20 Ashurst 798 8

The financial adviser league tables by value and volume have been run from 01/01/2012 to the 31/12/2012 and exclude lapsed and withdrawn deals.The tables are pan-European and cover the Financial Services sector.

The legal adviser mid-market league tables by value and volume have been run from 01/01/2012 to the 31/12/2012 and include lapsed and withdrawn deals.The tables are pan-European and cover all sectors.

18

DEAL DRIVERS – EMEA - INDUSTRIALS & CHEMICALS

INDUSTrIAlS & CHEMICAlS

IndustrIals & cHemIcals

Growing appetite for underpriced European industrial assets and PE firms seeking to finalise long-postponed exits are expected to revive M&A activity in the sector this year.

While deal volume decreased by 11.9% in the second half of 2012, there was a 31.5% rise to €40.5bn in total declared deals, signalling that both confidence and larger transactions are returning to the Industrials & Chemicals M&A market.

Persistent economic crisis and scarcity of local capital in peripheral eurozone countries are driving valuations down and increasing deal flow, said Graham Smith, partner at GJS Management Consulting and former Industrials & Automotive Sector Leader at KPMG.

Steel and iron productionWith a prolonged spell of weak demand and high prices eating into earnings, steel majors such as Thyssenkrupp and Voestalpine will be in the firing line, a European banker commented. Divestments will continue to play a significant role. Following the sale of Inoxum last year Thyssenkrupp’s Steel Americas is next on the chopping block. Yet more even more of Thyssenkrupp’s European assets are needed to improve its balance sheet as the German industrial group had to write down the value of its Brazilian and US unit by almost half, according to several bankers. Meanwhile, turnaround specialists Apollo and Triton are circling the family-held steel company Schmolz + Bickenbach, with some suggesting a sale this year as its debt creeps over the €800m mark.

AutomotiveCar sales have fallen to their lowest levels since 1995 and, in combination with chronic production overcapacity in Europe, there is a new case for a round of transatlantic consolidation in the automotive sector. But in Europe, the European banker remarked that slow growth would not translate into further M&A among suppliers who will be hoarding cash for a rainy day.

Italy’s FIAT may acquire the 41.5% stake in Chrysler from VEBA, the UAW trust, which

is also exploring the possibility of an initial public offering for Chrysler.

While PSA Peugeot Citroen is expected to deepen its alliance with General Motors, a merger or a sale appears to be off the table due to strenuous opposition from the French government indicating that European national interests may stand in the way of similar cross-border transactions. Pressure from the European Commission could mount, forcing Peugeot to sell its 57% stake in car parts manufacturer Faurecia in exchange for approving the €7bn state loan to its financing arm Banque PSA, several bankers polled by this news service said.

Desperate to offset their losses in Europe, carmakers will look to strengthen their business in fast-growing markets by increasing their stake in Chinese and Russian counterparts much like the joint Renault-Nissan bid to invest US$750m to take over the Russian carmaker Avtovaz by 2014. Germany’s Daimler may seize a 20% stake in BAIC Motor, the passenger car unit of Chinese partner BAIC, which is expected to be raise RMB 10bn (US$1.6bn) with an IPO later this year. Swedish truck manufacturer Volvo is poised to acquire a 45% stake in a JV with China-based Dongfeng for RMB 5.6bn (US$900m).

AutomationTechnology-hungry Chinese automation specialists are set to swoop in on high-value European assets put up for sale at bargain prices such as Sinomach, the largest machinery manufacturer in China, who is triumphing over its Japanese competitor Komatsu to seize the European machine tool company MAG Group, valued at around €700m.

AerospaceUnprecedented production levels are going to stress the supply chain and favour consolidation among French and European suppliers in the Aerospace sector, several people observed. Contractors and suppliers have to keep up with Boeing and Airbus as they look to ramp up aircraft production rates beyond 40 aircrafts per month to

draw down outstanding orders backlog. While suppliers need capital investment in order to increase their capacity, financing has turned out to be more costly than originally calculated.

Last March, former EADS CEO Louis Gallois talked about the possibility of a merger between EADS subsidiaries Aerolia and Sogerma and listed competitor Latécoère, but other players such as Daher decided not to submit an offer due to Latécoère’s debt, it was reported.

Quoting a person close to EADS, mergermarket also reported that the European aeronautical and aerospace group encouraged three Spanish tier one suppliers – Alestis, Aciturri, and Aernnova – to merge. But it has yet to be seen whether potential will turn into actual M&A, as the failed EADS-BAE merger attempt in the second semester of 2013 demonstrated. Long-running speculation of a tie-up between Dassault, Thales, Safran and Zodiac Aerospace was also recently dispelled.

ChemicalsThe Chemicals sector may see deals in the consumer chemicals space with German majors such as Henkel and Bayer poised to use cash to improve their performance as they trade at an all time high, one European banker said. The sector contributes a substantial amount to the overall deal volumes but partnerships are in vogue with companies like BASF choosing joint ventures in some areas. Russia is also a hotspot of M&A activity in the Petrochemical sector. After forming a number of JVs with China’s Sinopec, India’s Reliance Industries and Solvay and other players, industrial giant SIBUR Holdings continues its expansion through a combination of acquisitions, partnerships and organic growth.

By Riccardo Ghia, Johannes Koch and Marta Dovnar

19


Announced date


4-Jul-12 C Volkswagen AG Dr Ing hc F Porsche AG (50.1% Stake) Porsche Automobil Holding SE 11,353

21-May-12 C Eaton Corporation Cooper Industries Plc 9,342

30-Jul-12 C Chicago Bridge & Iron Company NV The Shaw Group Inc. 3,465

21-Dec-12 P General Electric Company Avio SpA (aviation business) Cinven Limited; and Finmeccanica SpA 3,300

30-Jan-12 C ABB Ltd Thomas & Betts Corporation 2,868

31-Jan-12 C Outokumpu Oyj Inoxum ThyssenKrupp AG 2,384

29-Jun-12 C Melrose Plc Elster Group SE CVC Capital Partners Limited; and Rembrandt Holdings SA

2,219

17-Jan-12 C DS Smith Plc Svenska Cellulosa Aktiebolaget SCA (packaging division)

Svenska Cellulosa Aktiebolaget SCA 1,600

18-Jul-12 C Highstar Capital LP Veolia ES Solid Waste Inc. Veolia Environmental Services North America Corp (subsidiary of Veolia Environnement)

1,557

28-Nov-12 C Siemens AG Invensys Rail Group; and Westinghouse Brake & Signal Holdings Ltd

Invensys Plc 1,382

20-Jun-12 C BillerudKorsnäs AB Korsnas AB Investment AB Kinnevik 1,296

10-Oct-12 P Bain Capital LLC Apex Tool Group LLC Danaher Corporation; Cooper Industries Plc 1,243

26-Nov-12 P Fiat Industrial SpA CNH Global NV (12% Stake) 1,119

1-Nov-12 C Cookson Group Plc (shareholders) Alent Plc Vesuvius Plc 1,076

12-Dec-12 P Renault SA; and Nissan Motor Co Ltd Public Joint-Stock Company AVTOVAZ (24.5% Stake)

Sberbank CIB; and Russian Technologies State Corporation

903


IndustrIals & cHemIcalsToP 15 ANNoUNCED DEAlS For YEAr ENDINg 31 DECEMBEr 2012 - EUroPEAN INDUSTrIAlS & CHEMICAlS SECTor

20


IndustrIals & cHemIcalsMIx oF DEAlS BY gEogrAPHIC rEgIoN

VALUE VOLUME

UK & Ireland

germanic

France

Italy

Iberia

Benelux

Nordic


other

1.1%

23.9%

36.9%

9.9%

5.6%

5.8%

8.4%

1.4%

7.0%

15.9%

27.7%

11.7%

6.9%

4.6%

7.2%

14.6%

9.1%2.3%

qUArTErlY TrENDS

VALUE VOLUME

Valu

e (€

m)

Volu

me


0

10,000

20,000

30,000

40,000

50,000

60,000

70,000

Q412

Q312

Q212

Q112

Q411

Q311

Q211

Q111

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

0

50

100

150

200

250

300

350

400

Q412

Q312

Q212

Q112

Q411

Q311

Q211

Q111

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106




21


IndustrIals & cHemIcalsFINANCIAl ADVISErS


lEgAl ADVISErS



Number of deals


10 2 Citi 33,278 21




4 6 JPMorgan 16,984 15




8 10 Barclays 7,312 11

43 11 RBC Capital Markets 7,054 7

7 12 Lazard 6,016 20

68 13 Macquarie Group 5,482 10

12 14 BNP Paribas 4,076 11

35 15 PwC 3,379 48

14 16 Nordea Corporate Finance 3,365 10

26 17 Handelsbanken Capital Markets 3,017 4


108 19 Investec 2,713 5

23 20 Houlihan Lokey 2,678 9


Number of deals

1 1 PwC 3,379 48

4 2 KPMG 1,669 36


5 4 Deloitte 935 28

2 5 Ernst & Young 2,052 27


29 7 Citi 33,278 21

8 8 Lincoln International 954 21

6 9 Lazard 6,016 20

17 10 Global M&A 90 17


10 12 DC Advisory 1,012 16

12 13 JPMorgan 16,984 15






13 19 BDO 475 12



Number of deals



6 3 Hengeler Mueller 18,742 24



54 6 Davis Polk & Wardwell 16,031 5

12 7 White & Case 15,779 30




30 11 CMS 12,936 46

29 12 Simpson Thacher & Bartlett 12,375 7






402 18 Kinstellar 9,873 5

92 19 O'Melveny & Myers 9,383 2

- 20 Arthur Cox 9,367 5


Number of deals

5 1 CMS 12,936 46



2 4 DLA Piper 4,236 32

9 5 White & Case 15,779 30



6 8 Allen & Overy 6,775 29

12 9 Eversheds 2,101 28


8 11 Jones Day 8,552 26



34 14 Ashurst 5,013 18

21 15 P+P Poellath + Partners 1,623 17

13 16 SJ Berwin 1,043 17


19 18 Vinge 76 15



The financial adviser league tables by value and volume have been run from 01/01/2012 to the 31/12/2012, excluding lapsed and withdrawn deals. The tablesare pan-European and are based on the following sectors: Automotive; Chemicals & Materials; Industrials- electronics; automation and products and services; and Manufacturing- other.

The legal adviser league tables by value and volume have been run from 01/01/2012 to the 31/12/2012 and include lapsed and withdrawn deals. The tables are pan-European and are based on the following sectors: Automotive; Chemicals & Materials; Industrials- electronics, automation and products and services; and Manufacturing- other.

22

DEAL DRIVERS – EMEA - ENERGy, MINING & UTILITIES

energy, mInIng & utIlItIes

ENErgY, MININg & UTIlITIES

M&A activity in the Energy, Mining & Utilities sector claimed 30.8% of European deal value for 2012, but is likely to undergo a short-term lull over Q1 2013 and into Q2. A healthy deal count is expected, however, as significant management and strategy changes in the year to date may boost activity over the next 12 months.

The landmark €34.4bn tie-up between Glencore International and Xstrata still tops the tables. The process continues subject to final approvals and Glencore’s implementation of European Commission commitments.

In the UK, the Energy, Mining & Utilities space continued to be the top sector with a 25.6% market share of total UK deal value. The sector’s largest deal with a UK target was the €8.3bn acquisition of a 30.2% stake in International Power by GDF Suez agreed in April 2012. The UK Government’s introduction of fiscal incentives for economically marginal fields and its commitment to engage with the industry to bring certainty on future decommissioning tax relief will have an encouraging effect on future investment in the North Sea oil and gas sector and will make it easier for oil and gas assets to change hands.

In Africa, energy and mining M&A activity is expected to increase over the next 12 months. Much of this activity will be powered by the rising East African profile following prolific gas discoveries in Mozambique and Tanzania that are likely to become the next LNG hubs. Western super majors and Asian national oil and gas companies (NOCs) are likely to be active players in the regions’ energy market due to the investments needed for LNG-related infrastructure. The ENI/Anadarko project in Mozambique is among those that may see the entrance of a large player in 2013.

Unsurprisingly, in the CIS region, the Energy, Mining & Utilities sector dominated both in deal value and volume terms. Notably, it reached 73.1% of total deal value, up by 12.1% from the previous year. The two acquisitions of 50% stakes in TNK-BP by Russian state major Rosneft from BP and AAR group for €24.21bn and €21.4bn

respectively contributed to this high figure. And Moscow-founded senior precious metals miners continue to spur merger rumours.

The dealmaking activity in the region will continue to remain strong mainly driven by high oil prices, the ongoing privatisation programme in Russia and the changes of business laws on cross-border trade and investments following the country’s recent accession to the World Trade Organization. A number of potential deals are still in the pipeline such as Russia’s Novatek looking to sell the remaining 29% stake in Yamal LNG project. Ukraine also has potential to drive future deal activity as it continues to embrace shale gas development by attracting international industry investors in its efforts to become more energy independent.

M&A activity among peer diversified major miners is likely to remain in absentia until top-level management changes are enacted. In January, Rio Tinto’s US$14bn (£8.7bn) writedown and new CEO appointment presaged a harsh critique of its more recent coal and aluminium purchases. Anglo American’s CEO change and long-anticipated review of its South African operations, namely the 80%-owned Anglo American Platinum (Amplats), have warranted equal uncertainty for the miner’s M&A outlook. The shallower end of the London-listed bulk and base mine developers remains active, particularly for target groups developing iron ore plays on the border of Cameroon and the Republic of Congo.

Mining segments including thermal coal, iron ore and aluminium/bauxite, beleaguered by pricing volatility, oversupply and Asian demand flux in 2012, continue to pose confounding impacts on NAV and expansions previously planned.The EMEA gold space has proved typically turbulent during Q1 2013, from the collapse of talks between African Barrick Gold and China National Gold to target hunting led by Moscow’s senior precious metals groups and Chinese SOEs in and around FSU and Central Asia.

Levels of M&A activity in countries affected by the Middle East crisis continue to be low

due to the political and economic risks, although there are opportunities for those who are prepared to take risks.

Asian NOCs are expected to continue to look for more assets away from their home markets, securing assets in Europe as the sovereign debt crisis continues to offer plenty of opportunities.

By Marta Dovnar and Nuala Gallagher

23


Announced date


7-Feb-12 P Glencore International plc Xstrata Plc (65.92% Stake) 34,386

22-Nov-12 P Rosneft Oil Company OJSC TNK-BP Limited (50% Stake) BP Plc 24,211

12-Dec-12 P Rosneft Oil Company OJSC TNK-BP Limited (50% Stake) Alfa Group; Renova Group; and Access Industries

21,395

16-Apr-12 C GDF Suez SA International Power Plc (30.23% Stake) 8,301

6-May-12 C Electricite de France SA Edison International SpA (19.36% Stake) 4,921

10-Sep-12 C Plains Exploration & Production Company BP plc (Outer Continental Shelf of the Gulf of Mexico assets)

BP Plc 4,341

22-Nov-12 P BP Plc Rosneft Oil Company OJSC (5.66% Stake) Rosneftegaz OJSC 3,732

30-May-12 C Cassa depositi e prestiti spa Snam SpA (30% Stake) Eni SpA 3,517

3-Dec-12 P E.ON AG EnerjiSA Power Generation Company (50% Stake)

Verbund AG 3,000

16-May-12 C Macquarie Group Limited; Abu Dhabi Investment Authority; Meag Munich Ergo AssetManagement GmbH; and British Columbia Investment Management Corporation

Open Grid Europe GmbH E.ON AG 2,900

7-Dec-12 P Enersis SA Endesa Spain (Cono Sur Electricity assets) Endesa, S.A. 2,777

12-Sep-12 C Royal Dutch Shell Plc; and Chevron Corporation

Chesapeake Energy Corp. (Permian Basin assets)

Chesapeake Energy Corporation 2,560

25-Jul-12 P Cheung Kong Infrastructure Holdings Limited; Power Assets Holdings Limited; and Li Ka Shing Foundation Limited

Wales & West Utilities Limited 2,499

28-May-12 C Cosan SA Industria e Comercio Cia. de Gas de Sao Paulo (60.1% Stake) BG Group Plc 2,118

13-Aug-12 P Tesoro Refining and Marketing Company BP Plc (Integrated Southern California refining and marketing business)

BP Plc 2,006


energy, mInIng & utIlItIesToP 15 ANNoUNCED DEAlS For YEAr ENDINg 31 DECEMBEr 2012 - EUroPEAN ENErgY, MININg & UTIlITIES SECTor

24


energy, mInIng & utIlItIesMIx oF DEAlS BY gEogrAPHIC rEgIoN

VALUE VOLUME

UK & Ireland

germanic

France

Italy

Iberia

Benelux

Nordic


other

15.8%

8.6%

26.8%

4.1%

0.5%1.4%

1.1%

37.4%

4.2%

18.7%

12.7%

5.0%19.7%

3.5% 6.0%

10.7%

19.7%

4.0%

VALUE VOLUME

Valu

e (€

m)

Volu

me


0

20,000

40,000

60,000

80,000

100,000

Q412

Q312

Q212

Q112

Q411

Q311

Q211

Q111

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

0

20

40

60

80

100

120

140

Q412

Q312

Q212

Q112

Q411

Q311

Q211

Q111

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

qUArTErlY TrENDS




25


energy, mInIng & utIlItIesFINANCIAl ADVISErS


lEgAl ADVISErS



Number of deals

10 1 Barclays 101,057 17



4 4 Citi 91,103 16







26 11 VTB Capital 46,889 8

8 12 JPMorgan 46,182 11


- 14 Lambert Energy Advisory 28,421 3

31 15 Renaissance Capital 28,225 4

- 16 Evercore Partners 23,235 7

16 17 Lazard 22,313 18

35 18 Leonardo & Co 8,608 9

- 19 Ondra Partners 8,301 1

42 20 Mediobanca 7,129 6


Number of deals






10 6 Lazard 22,313 18

24 7 PwC 1,820 18

13 8 Barclays 101,057 17

4 9 Citi 91,103 16

9 10 BNP Paribas 57,506 14

15 11 KPMG 2,121 12

8 12 JPMorgan 46,182 11

16 13 RBC Capital Markets 5,975 11


20 15 Leonardo & Co 8,608 9



33 18 VTB Capital 46,889 8

40 19 Sberbank CIB 1,733 8

22 20 Banco Bilbao Vizcaya Argentaria 1,079 8


Number of deals






96 6 King & Wood Mallesons 37,122 3

150 7 Atanaskovic Hartnell 36,603 1



66 10 White & Case 24,440 10

- 11 Conyers Dill & Pearman 21,395 1


43 13 Akin Gump Strauss Hauer & Feld 8,005 3

36 14 CMS 6,861 18

153 15 d'Urso Gatti e Bianchi - Studio Legale Associato

5,902 3

3 16 Allen & Overy 5,773 19

64 17 Gianni, Origoni, Grippo, Cappelli & Partners 5,639 6

45 18 Jones Day 5,369 9

- 19 Herbert Smith Freehills 4,985 11

35 20 DLA Piper 4,555 13


Number of deals


46 2 Bech-Bruun 1,375 22


5 4 Allen & Overy 5,773 19

4 5 CMS 6,861 18



17 8 Kromann Reumert 1,774 14

13 9 Schjodt 1,514 14

12 10 DLA Piper 4,555 13


10 12 Norton Rose 1,419 12


8 14 Ashurst 2,700 11

34 15 White & Case 24,440 10


25 17 Wikborg Rein & Co 1,651 10

21 18 Wiersholm 349 10

26 19 Pinsent Masons 265 10


The financial adviser league tables by value and volume have been run from 01/01/2012 to the 31/12/2012, excluding lapsed and withdrawn deals. The tables are pan-European and are based on the following sectors: Energy, Mining and Utilities.

The legal adviser league tables by value and volume have been run from 01/01/2012 to the 31/12/2012 and include lapsed and withdrawn deals.The tables are pan-European and are based on the following sectors: Energy, Mining and Utilities.

26

DEAL DRIVERS – EMEA - CONSUMER

consumer

CoNSUMEr

Although the gloom enveloping consumer and retail M&A in 2012 has lifted somewhat, it remains hard to predict where EMEA dealmaking will be heading to in 2013 as the squeeze on consumer spending lingers and bank lending remains tight.

Last year certainly saw a stable level aggregate deal value, with a total deal value of €51.9bn, slightly down from the €52.4bn in 2011, according to mergermarket data. Notable transactions included Anheuser-Busch InBev’s all-out acquisition of Mexico’s Grupo Modelo for €15.9bn , which is currently pending regulatory approval; Nestle’s acquisition of Pfizer’s baby food unit for €9bn; and Walgreen taking of a 45% stake in Alliance Boots for €5.3bn.

These figures certainly provide room for confidence and optimism going into 2013 and market observers expect the recovery to continue. The consumer goods space appears set for a promising start of the year, with a flurry of transactions under way. Companies that have announced wide-ranging divestment plans include listed Dutch food ingredients company CSM, whose sale of its bakery supplies division has entered its second round; and Anglo-Dutch conglomerate Unilever, which intends to continue shedding its European food brands as it reorients itself towards personal care and fast-evolving emerging markets.

Last year saw a private equity revival, too, with sponsors active as both buyers and sellers. And while large, cash-rich trade buyers still dominate dealmaking, PE firms are already resurgent. Thus, UK-based R&R Ice Cream has drawn bids from Onex, Aimco, and Ontario Teachers Pension Fund in the £700m range. Pamplona Capital Management is in talks with Oaktree Capital, the backer of Central European spirits producer Stock Spirits, to close a €700m-range deal. CSM Bakery Supplies’ high-profile auction has become a sponsor-dominated play, with Bain Capital, Onex Partners, PAI Partners and Rhone Capital still in the running.

Consumer growth categories where the deal pipeline is likely to flourish in 2013 include nutrition and health. Reckitt

Benckiser’s acquisition of US nutritional supplement company Schiff Nutrition for €1.1bn and NPM Capital’s acquisition of a majority interest in Dutch health bar producer VSI attest to this growth. Already underway is the sale of UK-based baby food manufacturer Ella’s Kitchen, thought to be holding preliminary talks with Danone, Pepsico and Nestle.

Personal care will be another consumer segment to keep an eye on. One asset thought to be under review is Liz Earle Beauty, the UK-based skincare brand owned by US group Avon.

On the other hand, expectations of the retail space are far from running high, following the collapse of three major UK high street companies HMV, Jessops and Blockbuster. Austerity measures will continue hitting consumer confidence and squeezing incomes, so it comes as no surprise that many sale processes will likely go sour in 2013. Last year’s failed auctions included that of IK Investment Partners-backed Wehkamp, the Netherlands’ largest e-retailer, scuttled by bearishness and a yawning valuation gap.

However, not all is lost for retailers. PE continues to bring attractive mid-to-small size assets to market, and strongly-performing companies assess their options for further growth both at home and abroad. Activity is expected to centre on added-value online, premium and luxury brands, and specialists operators. And of course, the digitalisation of shopping continues: tie-ups between “clicks” and “bricks” continue unabated as e-commerce gains ground vis-a-vis the high street.

The UK is tipped to be the most active geography for dealmaking, with Germany, France, the Nordics, and Central & Eastern Europe in hot pursuit. British companies on the market include Premier Bathrooms, clothing brand Lee Cooper, furniture group Neville Johnson, and beds retailer Dreams. Scandinavian for-sale assets include mail-order clothing company Ellos, owned by France’s Redcats, and bed manufacturer Hilding Anders.

The outlook for Southern Europe is less positive, as scant local financing and general instability stymie transactions. The stalemated sale of Italian furniture and electronics retailer Mercatone Uno is one example of this unfortunate trend.

Despite the macroeconomic uncertainty continuing to affect businesses and consumers, M&A will continue – unevenly, however. Companies with strong balance sheets and a desire to tap new, high-growth segments and geographies will defy the prevailing sombreness to seek out promising targets and keep sector dealmaking afloat.

By Virginia Garcia Martinez and Benaiah Moses

27


consumerToP 15 ANNoUNCED DEAlS For YEAr ENDINg 31 DECEMBEr 2012 - EUroPEAN CoNSUMEr SECTor

Announced date


29-Jun-12 P Anheuser-Busch InBev NV Grupo Modelo SAB de CV (49.7% Stake) 15,877

23-Apr-12 C Nestle SA Pfizer Nutrition Pfizer Inc. 9,022

20-Jul-12 C Heineken NV Asia Pacific Breweries Limited (58.1% Stake) Fraser & Neave Limited; and Kindest Place Groups Limited

5,417

19-Jun-12 C Walgreen Company Alliance Boots GmbH (45% Stake) AB Acquisitions Holdings Limited 5,270

31-May-12 C Sara Lee Corporation (Shareholders) D.E Master Blenders 1753 BV Sara Lee Corporation 4,752

18-Apr-12 C Alimentation Couche-Tard Inc. Statoil Fuel & Retail ASA 2,841

3-Apr-12 C Molson Coors Brewing Company StarBev LP CVC Capital Partners Limited 2,650

9-Nov-12 P Diageo Plc United Spirits Limited (53.4% Stake) 2,633

18-Oct-12 C Cencosud SA Carrefour SA (Colombian Operations) Carrefour SA 2,000

9-Mar-12 C Brait SA; and Landmark Group Iceland Foods Ltd Landsbankinn hf; Islandsbanki 1,732

14-Nov-12 L AG Barr Plc Britvic Plc 1,650

15-Oct-12 C Advent International Corporation Douglas Holding AG 1,641

29-Jun-12 P Constellation Brands Inc. Crown Imports LLC (50% Stake) Anheuser-Busch InBev NV 1,461

24-Jan-12 P Anadolu Efes Biracilik ve Malt Sanayii AS

SABMiller Plc (beer business in Ukraine and Russia) SABMiller Plc 1,458

27-Jul-12 Casino Guichard Perrachon SA Monoprix SA (50% Stake) Galeries Lafayette SA 1,175


28


consumerMIx oF DEAlS BY gEogrAPHIC rEgIoN

VALUE VOLUME

UK & Ireland

germanic

France

Italy

Iberia

Benelux

Nordic


other

19.8%

19.1%

9.2%4.9%3.1%

14.5%

10.4%

17.1%

1.9%

19.3%

15.4%

15.2%8.1%

5.7%

9.2%

11.5%

12.5%

3.3%

qUArTErlY TrENDS

VALUE VOLUME

Valu

e (€

m)

Volu

vme


0

10,000

20,000

30,000

40,000

50,000

60,000

70,000

80,000

90,000

100,000

110,000

Q412

Q312

Q212

Q112

Q411

Q311

Q211

Q111

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

0

50

100

150

200

250

300

Q412

Q312

Q212

Q112

Q411

Q311

Q211

Q111

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106




29


consumerFINANCIAl ADVISErS


lEgAl ADVISErS



Number of deals



14 3 Lazard 31,798 19

3 4 JPMorgan 28,856 19



21 7 Rabobank 24,155 24

17 8 Barclays 22,247 9


- 10 Alfaro, Davila y Rios 15,877 1

- 11 Centerview Partners 14,907 3


20 13 Citi 13,264 8



12 16 HSBC 7,537 9

19 17 BNP Paribas 5,005 10

- 18 Duff & Phelps 4,812 2

72 19 ABG Sundal Collier 3,834 4



Number of deals


4 2 KPMG 1,112 31

3 3 PwC 1,290 27

2 4 Rabobank 24,155 24

5 5 Lazard 31,798 19

10 6 JPMorgan 28,856 19



12 9 Deloitte 327 16


6 11 Ernst & Young 1,134 14

20 12 UniCredit Group 2,853 13

31 13 DC Advisory 616 13




19 17 BNP Paribas 5,005 10

29 18 Leonardo & Co 489 10

38 19 Lincoln International 364 10



Number of deals







199 7 Greenberg Traurig 16,063 4


- 9 Blake, Cassels & Graydon 15,877 2

- 10= Alston & Bird 15,877 1

- 10= Creel, Garcia-Cuellar, Aiza y Enriquez 15,877 1

- 10= Mijares, Angoitia, Cortes y Fuentes 15,877 1

1 13 Allen & Overy 14,423 29



56 16 DLA Piper 12,095 30

- 17 Gibson Dunn & Crutcher 10,763 4

61 18 WongPartnership 10,539 3

38 19 Mayer Brown 10,400 13

29 20 White & Case 10,109 11


Number of deals


3 2 DLA Piper 12,095 30


8 4 Allen & Overy 14,423 29





9 9 SJ Berwin 3,956 16

2 10 CMS 1,399 16

12 11 Mayer Brown 10,400 13

14 12 Eversheds 3,630 13

11 13 Jones Day 2,533 12

15 14 White & Case 10,109 11



16 17 Loyens & Loeff 4,414 10


29 19 Gide Loyrette Nouel 3,140 10

28 20 Bonelli Erede Pappalardo 1,413 10

The financial adviser league tables by value and volume have been run from 01/01/2012 to the 31/12/2012, excluding lapsed and withdrawn deals. The tables are pan-European and are based on the following sectors: Consumer-retail, food and other.

The legal adviser league tables by value and volume have been run from 01/01/2012 to the 31/12/2012 and include lapsed and withdrawn deals. The tables are pan-European and are based on the following sectors: Consumer-retail, food and other.

30

DEAL DRIVERS – EMEA - TMT

telecoms, medIa & tecHnology

TMT

Technological change has long been the driving force behind major M&A in the TMT arena. But growing price awareness and a reluctance to overpay for assets gradually crept in among TMT dealmakers in EMEA, restricting their risk appetite over the course of 2012.

Far from emulating the boldness of Facebook’s US$1bn purchase of pre-revenue start-up Instagram, EMEA consolidators showed a more cautious stance, despite some remarkable overseas transactions, such as SAP’s €3.3bn purchase of business software provider Ariba. An overall 695 TMT deals worth €51.8bn were carried out in EMEA in 2012, of which the UK and the Benelux accounted for 28.2% and 26.9%, respectively. Central & Eastern Europe has also marked its growing importance as a tech hub representing 16.3% of the total TMT deal value, while Germany was left behind with 12.2% worth of sector M&A.

Tech consolidation has maintained a strong cross-border DNA with both sides of the Atlantic coming into action. But the UK’s progressive tech drain has raised concern over Europe’s ability to stay competitive, at a time when the European Union is undermined by break-up scenarios. In 2012, Cisco acquired UK-based broadcast software provider NDS Group for €3.8bn while Misys surrendered US-based fund Vista Equity Partners for €1.7bn. A few months later, UK-based IT services specialist Logica was sold to Canada-based CGI.

US consolidators have been ruthless when taking advantage of Europe’s vulnerability and gaining control over local assets. But EU buyers have also played their part at the negotiating table. Vodafone, for example, swept away competition from Tata Communications when it purchased Cable & Wireless Worldwide for €1.2bn.

Despite the global economic outlook, tech valuations remain solid, particularly among enterprise software providers, with or without cloud exposure. Civica’s owner, 3i, is preparing for an exit in early February, valuing the UK-based software specialist for the public sector at 9x-10x EBITDA at around £40m, as reported by mergermarket.High exit valuations would also apply to

semiconductor specialists. Speculation is mounting around Europe’s chip jewels ARM Holdings and Imagination Technologies, which have long heated the financial press with takeover rumours from Intel and Apple, respectively. But, for the time being, the real chip-action will revolve around St-Ericsson, the mobile phone chip JV owned by Swedish telecom company Ericsson and STMicroelectronics, which recently mandated JPMorgan to sound out buy-side appetite, as reported.

Meanwhile, the media sector is living a golden age of advertising M&A with Japan-based Dentsu topping the media M&A charts after securing UK-based Aegis for €3.6bn. Even the largest independent ad agencies, AKQA and Lbi, eventually surrendered control in 2012 and sold to WPP and Publicis, respectively.

As the battle for the “reign of adland” continues, so will advertising consolidation – if only on a lower scale. Media companies will continue to shore up their digital offering, particularly in mobile, social and analytics, while keeping an eye on independent gems such as UK-based Essence.

The broadcasting sector is also back on the M&A agenda, as December’s €1.3bn sale of ProSiebenSat.1’s SBS Nordic operations to Discovery Communications attests. The deal is likely to be the first step towards an exit of ProSieben’s shareholders KKR and Permira.An eventual re-listing on the German stock exchange would put ProSieben in the ECM limelight, together with German Springer Science+Business Media and UK-based Trader Media Group, which are also seen as potential exit candidates.

M&A in the B2B publishing space is expected to take off as data and analytics providers are becoming key workflow tools. Informa, Reed Elsevier and Thomson Reuters are expected to drive consolidation and might face PE competition. In January 2013, CVC’s brisk buyout of Italian business information provider Cerved for €1.13bn invigorated the PE industry.

After quietly installing fibre to the home networks, building up heady 7-8x EBITDA multiples under private equity ownership and

subsequent IPO exits, and even sidestepping mobile and copper’s strict regulatory environment, European cablecos are the M&A darlings of 2013.

Virgin Media has agreed to a US$23.3bn takeover by Liberty Global, while Vodafone is seeking a long-awaited takeover of German cable leader KDG, which boasts a market cap of €6.1bn. If successful, this would present a dramatic competitive threat to incumbent Deutsche Telekom – which was forced by regulators in 1999 to spin off what became KDG. Vodafone, which last year bought CWW in the UK, has for some time been expected to strengthen its fixed-line capabilities in existing markets across Europe.Left out of the party, incumbents are shamefacedly seeking help with debt and investment needs through rights issues and hybrid bonds, aimed at pleasing rating agencies if not shareholders. KPN has announced a €4bn rights issue likely to include a hybrid or convertible bond element, Telecom Italia announced plans to raise up EUR 3bn via a hybrid, while Telekom Austria successfully placed a €600m 5.625% hybrid.

Telekom Austria continues to seek M&A in its Central & Eastern European markets, one of the regions where Deutsche Telekom is rumoured to be reviewing its own portfolio, an activity which extends to the UK’s newly rebranded EE, with co-owner France Telecom also ready to monetize the JV, drawing the attention of both trade buyers and private equity.

Telefonica has reportedly put its Latin American IPO plans on ice after buying itself some time with last year’s successful German part-IPO, but is considering upping its stake in Digital+. BT too may jump on the content wagon, if indeed it looks at ESPN’s UK business.

Despite the brief cheer provided by last year’s regulatory decision to allow Hutch Austria to buy Orange Austria, bankers say it is too early to break out the champagne in the hope of more in-market mobile consolidation. As such, strapped companies in that space are likely to see continued tower sales, discussions around network sharing and disposals of non-core assets.

By Pamela Barbaglia, Sofia Cerqueira and Claire Landon

31


telecoms, medIa & tecHnologyToP 15 ANNoUNCED DEAlS For YEAr ENDINg 31 DECEMBEr 2012 - EUroPEAN TMT SECTor

Announced date


3-Oct-12 P T-Mobile USA Inc. (subsidiary of Deutsche Telekom AG)

MetroPCS Communications Inc. 5,978

15-Mar-12 C Cisco Systems Inc. NDS Group Limited Permira; and News Corporation 3,823

12-Jul-12 P Dentsu Inc. Aegis Group Plc (85% Stake) 3,562

22-May-12 C SAP AG Ariba Inc. 3,385

15-Aug-12 C Altimo VimpelCom Ltd (14.8% Stake) Weather Investments II Sarl 2,930

8-May-12 C America Movil SAB de CV Koninklijke KPN NV (23.2% Stake) 2,657

9-Jul-12 C Intel Corporation ASML Holding NV (15% Stake) 2,513

12-Apr-12 C France Telecom SA Egyptian Company for Mobile Services (63.64% Stake)

Orascom Telecom Media and Technology Holding SAE

2,490

24-Apr-12 C AF Telecom Holding OOO MegaFon OAO (10.7% Stake) Altimo 2,187

17-Dec-12 C Liberty Global Inc. Telenet Holding NV (49.6% Stake) 1,972

17-Oct-12 P ASML Holding NV Cymer Inc. 1,728

19-Mar-12 C Vista Equity Partners Misys Plc 1,700

24-Apr-12 C MegaFon OAO MegaFon OAO (14.4% Stake) Altimo 1,637

14-Dec-12 P Discovery Communications Inc. SBS Nordic Business ProSiebenSat.1 Media AG 1,325

23-Apr-12 C Vodafone Group Plc Cable & Wireless Worldwide Plc 1,281


32


telecoms, medIa & tecHnologyMIx oF DEAlS BY gEogrAPHIC rEgIoN

VALUE VOLUME

UK & Ireland

germanic

France

Italy

Iberia

Benelux

Nordic


other

28.2%

12.2%

4.5%

2.0%1.9%

26.9%

7.8%

16.3%0.2%

11.5%

27.3%

15.0%

2.9%3.9%

10.9%

16.5%

9.9%2.0%

qUArTErlY TrENDSqUArTErlY TrENDS

VALUE VOLUME

Valu

e (€

m)

Volu

me


0

10,000

20,000

30,000

40,000

50,000

60,000

Q412

Q312

Q212

Q112

Q411

Q311

Q211

Q111

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

0

50

100

150

200

250

Q412

Q312

Q212

Q112

Q411

Q311

Q211

Q111

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106




33


telecoms, medIa & tecHnologyFINANCIAl ADVISErS


lEgAl ADVISErS



Number of deals


2 2 JPMorgan 25,464 17



6 5 Lazard 13,148 18


110 7 Greenhill & Co 9,226 7




7 11 Barclays 5,122 10

- 12 Sberbank CIB 4,923 3

3 13 Citi 3,986 10

59 14 Centerview Partners 3,823 1

- 15 ABN AMRO Bank 3,111 5


11 17 HSBC 2,679 4





Number of deals

8 1 PwC 1,005 24



4 4 Lazard 13,148 18

10 5 JPMorgan 25,464 17



1 8 KPMG 510 13




13 12 Barclays 5,122 10

9 13 Citi 3,986 10

7 14 Ernst & Young 1,476 10

18 15 Arma Partners 184 10


19 17 Investec 953 8

222 18 GP Bullhound 86 8

29 19 Grant Thornton Corporate Finance 82 8

148 20 Greenhill & Co 9,226 7


Number of deals


10 2 Allen & Overy 14,944 29



19 5 Gibson Dunn & Crutcher 11,899 8

109 6 Paul Hastings 11,753 11



66 9 Akin Gump Strauss Hauer & Feld 9,264 4





13 14 White & Case 7,405 19

53 15 Paul Weiss Rifkind Wharton & Garrison 6,403 3

5 16 Fried Frank Harris Shriver & Jacobson 6,367 3

60 17 K&L Gates 6,023 8

201 18 Fulbright and Jaworski 5,983 2

- 19= Telecommunications Law Professionals 5,978 1

7 19= Wiley Rein 5,978 1


Number of deals

1 1 DLA Piper 2,630 42

5 2 Allen & Overy 14,944 29





4 7 Jones Day 4,527 20

12 8 White & Case 7,405 19

9 9 Olswang 473 18

6 10 Osborne Clarke 287 17


51 12 Eversheds 4,244 15

14 13 CMS 380 15

22 14 Mannheimer Swartling 101 15



52 17 De Brauw Blackstone Westbroek 5,582 13


41 19 Loyens & Loeff 2,110 12


The financial adviser league tables by value and volume have been run from 01/01/2012 to the 31/12/2012 and exclude lapsed and withdrawn deals. The tables are pan-European and are based on the following sectors: Computer- software, hardware and semiconductors; Telecoms- Hardware and Carriers; Internet/e-Commerce and Media.

The legal adviser league tables by value and volume have been run from 01/01/2012 to the 31/12/2012 and include lapsed and withdrawn deals. The tables are pan-European and are based on the following sectors: Computer- software, hardware and semiconductors; Telecoms- Hardware and Carriers; Internet/e-Commerce and Media.

34

DEAL DRIVERS – EMEA - TRANSPORTATION

transportatIon

TrANSPorTATIoN

With the collapse of the £4.5bn deal between UPS and TNT in January, the distribution logistics sector is set to join the ranks of other transportation subsectors, where bolt-on deals are likely to remain the order of the day in 2013.

While UPS would have done the TNT acquisition but for European competition rules, the M&A environment for any major and transformational takeover remains challenging, BDO corporate adviser Sam Irving, said. “Corporate and institutional buyers are still looking for reasons not to do deals.”

TNT has now stated it will re-focus its attention on its core European market, creating speculation over their commitment to regions such as Brazil, China and wider Asian markets where more investment and hard work are required for TNT to deliver shareholder value.

Sources in the sector believe that bolt-on deals, and distressed insolvency deals, will remain the most prevalent over the coming six months, meaning low levels of M&A activity in 2013.

The EMEA transport and logistics market is highly fragmented, therefore at the lower mid-market there will always be strategic rationale for buying up competitors, but these deals will be selective and the values will be rock bottom, often more interested in winning competitor contracts rather than paying a premium, Irving said.

Many logistics companies are attempting to win clients in niche markets that remain dynamic such as pharmaceuticals, which remains strong, leading to robust supply chain solutions in this area.

The dynamic electronics supply chain, characterized by constant upgrades and fast moving consumer demand, puts pressure on any logistics firm servicing the industry to develop sophisticated business models required to service it. With the WEEE (Waste Electrical and Electronic Equipment Directive) presenting more opportunities for fast moving, flexible logistics operations, pharma and

electronics are just two of many areas where specialist skills and time critical delivery create barriers to entry that will drive premium M&A values.

Multiples will be depressed as forecast revenues and profitability will always be heavily discounted. Banks remain relatively closed for M&A and this continues to be the main factor driving down the number of deals. “There is now a need for more realistic prices and a higher level of equity investment rather than debt to fund deals in an uncertain economic environment,” Irving said.

“A large number of corporate businesses have the cash available to invest in M&A and as listed companies, their shareholders will demand either an investment strategy or some sort of share buy-back policy. I think 2013 will remain a cautious period for corporates but as they come under pressure to invest or return cash, this may kick start M&A in the second half of the year,” he added.

In the airline sector, the first six months of the year could be the time that many small airlines that have been struggling with outdated business models, finally bite the dust. A sector banker noted that this has been expected in the industry for a long time. Banks seem to be looking at the money owed to them by draining airline assets, leading them to consider foreclosure as a realistic strategy.

After rumours about the group’s involvement in several acquisition processes coming to nothing, HNA is no longer seen as the white knight in the sector. Industry sources suggest there is still some way to go before cultural differences between Chinese bidders and western targets are overcome.

The flurry of M&A in the UK airport sector is set to continue, with the sales of Southampton, Glasgow, Aberdeen, as well as London City Airport, likely to develop over the next six months. The sale of Stansted, valued highly at £1bn, has set a precedent in the sector, an industry banker said. The value of airport investments is not likely to rise dramatically over the next five

years, and bidders can now expect to pay multiples of 14.5x-17x EBITDA, with sellers happy to receive it.

In the shipping sector, interest from private equity players is on the rise, as they see asset heavy businesses as safe investments, rather than as liabilities. The traditional preference for a fast return on investments that the private equity world has come to be known for, has started to wane among some of the big names since the effects of the financial crisis have been felt, a sector banker said. As a result, Oaktree Capital and Blackstone have invested in recruiting people with knowledge of the shipping sector, leading to partnerships such as the Singapore-based shipping trust Rickmers, and Oaktree, creating a fillip for investments in container vessels.

By Evie Burrows-Taylor

35


transportatIonToP 15 ANNoUNCED DEAlS For YEAr ENDINg 31 DECEMBEr 2012 - EUroPEAN TrANSPorTATIoN SECTor

Announced date


19-Mar-12 L United Parcel Service Inc TNT Express NV 5,167

30-Mar-12 C Grupo Jose de Mello - SGPS SA; and Arcus Infrastructure Partners LLP

Brisa-Auto Estradas de Portugal SA (50.43% Stake)

4,222

21-Dec-12 P Royal Boskalis Westminster NV Dockwise Transport NV 1,252

16-Oct-12 P Independent Transport Company JSC Freight One (25% Stake) Russian Railways OAO 1,241

26-Jun-12 C Primav Construcoes e Comercio S/A Ecorodovias Infraestrutura e Logistica SA (19% Stake)

Impregilo SpA 1,231

17-Aug-12 C Qatar Holding LLC Heathrow Airport Holdings Ltd (20% Stake) Ferrovial SA; Government of Singapore Investment Corporation Pte Ltd; and Britannia Airport Partners

1,145

23-Apr-12 C Global Infrastructure Partners BAA (Edinburgh airport) BAA Airports Limited (now Heathrow Airport Holdings Ltd)

991

19-Apr-12 C Canada Pension Plan Investment Board Grupo Costanera (49.99% Stake) Atlantia SpA 879

5-Nov-12 C Russian Railways OAO GEFCO SA (75% Stake) PSA Peugeot-Citroen SA 800

19-Jun-12 C Summa Group Far Eastern Shipping Company (56% Stake) Industrial Investors 739

10-Sep-12 C APM Terminals Management BV Global Ports Investments Plc (37.5% Stake) Transportation Investments Holding Limited 675

12-Mar-12 C Aeroports de Paris SA TAV Havalimanlari Holding (38% Stake) Tepe Insaat Sanayi AS; Akfen Holding AS; and Sera Yapi Endustrisi ve Ticaret AS

664

27-Nov-12 C AFK Sistema SG-Trans JSC Government of Russian Federation 571

1-Nov-12 C China Investment Corporation Heathrow Airport Holdings Ltd (10% Stake) Ferrovial SA 561

11-May-12 P NefteTransService ZAO Firm Transgarant LLC Far Eastern Shipping Company 553


36


transportatIonMIx oF DEAlS BY gEogrAPHIC rEgIoN

VALUE VOLUME

UK & Ireland

germanic

France

Italy

Iberia

Benelux

Nordic


other

14.9%

2.7%

0.3%

4.5%

22.1%

7.4%

1.4%

15.4%

31.3%

13.9%

11.7%

13.0%

16.1%

14.8%

13.5%7.2%

5.4%

4.5%

qUArTErlY TrENDS

VALUE VOLUME

Valu

e (€

m)

Volu

me


0

5,000

10,000

15,000

20,000

25,000

30,000

Q412

Q312

Q212

Q112

Q411

Q311

Q211

Q111

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

0

10

20

30

40

50

60

70

80

Q412

Q312

Q212

Q112

Q411

Q311

Q211

Q111

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106




37


transportatIonFINANCIAl ADVISErS


lEgAl ADVISErS



Number of deals

16 1 Barclays 5,705 4

- 2= Banco BPI 4,222 1

- 2= Banco Espirito Santo de Investimento 4,222 1

- 2= Banco Millennium BCP Investimento 4,222 1

- 2= Caixa Banco de Investimento 4,222 1


- 7 Banco BTG Pactual 2,695 5

- 8 Credit Suisse 2,343 3


1 10 JPMorgan 1,872 5


6 12 Citi 1,659 3


2 14 VTB Capital 1,309 4

25 15 Santander Global Banking and Markets 1,287 2

- 16= Kempen & Co 1,252 1

36 16= Leonardo & Co 1,252 1

13 18= Banca IMI/Intesa Sanpaolo 1,231 1

- 18= Banco Itau BBA 1,231 1

- 20 Royal Bank of Scotland Group 1,178 2


Number of deals

1 1 PwC 401 12

2 2 Rothschild 340 7

- 3 M&A International 68 7




4 7 Ernst & Young 1,023 6


11 9 JPMorgan 1,872 5

- 10 Societe Generale 1,076 5

9 11 KPMG 187 5

34 12 Barclays 5,705 4


12 14 VTB Capital 1,309 4

21 15 BNP Paribas 998 4

20 16 Sberbank CIB 742 4

41 17 Lazard 417 4

- 18 Credit Suisse 2,343 3

13 19 Citi 1,659 3

23 20 SEB Enskilda 229 3


Number of deals


4 2 Allen & Overy 8,968 9




- 6= Drew & Napier 5,167 1

136 6= Minter Ellison 5,167 1

- 8= Campos Ferreira, Sa Carneiro e Asociados

4,222 1

- 8= Morais Leitao Galvao Teles Soares Da Silva & Associados

4,222 1

- 8= Servulo Correia & Associados 4,222 1

150 8= Vieira de Almeida & Associados 4,222 1

110 12 White & Case 3,127 8

- 13 Stibbe 1,812 5

80 14 NautaDutilh 1,649 7

50 15 Thommessen 1,577 6

- 16 Appleby 1,481 2


22 18 Bonelli Erede Pappalardo 1,362 3

109 19 LAWIN 1,353 2

- 20 Pinheiro Guimaraes Advogados 1,231 1


Number of deals



11 3 Allen & Overy 8,968 9

37 4 White & Case 3,127 8

92 5 NautaDutilh 1,649 7

8 6 DLA Piper 648 7

6 7 Baker & McKenzie 647 7

27 8 Thommessen 1,577 6


- 10 Stibbe 1,812 5

12 11 Plesner 704 5

55 12 Jones Day 443 5

81 13 Norton Rose 391 5

10 14 Gorrissen Federspiel 179 5

15 15 Loyens & Loeff 138 5

16 16 Advokatfirman Lindahl - 5


- 18 SORAINEN 886 4

- 19 Schjodt 692 4

109 20 Raidla Lejins & Norcous 675 4

The financial adviser league tables by value and volume have been run from 01/01/2012 to the 31/12/2012, excluding lapsed and withdrawn deals. The tables are pan-European and cover the Transportation sector.

The legal adviser league tables by value and volume have been run from 01/01/2012 to the 31/12/2012 and include lapsed and withdrawn deals. The tables are pan-European and cover the Transport sector.

38

DEAL DRIVERS – EMEA - PHARMA, MEDICAL & BIOTECH

pHarma, medIcal & bIotecH

PHArMA, MEDICAl

& BIoTECH

The healthcare market is not one to close the year with a bang when it comes to M&A activity. In fact mergermarket data shows that since 2005 the most active dealmaking has always spanned over the sunny second and third quarters of the year with deal activity slowing its pace as the winter months set in.

Yet 2012 broke the pattern as Q4 posted the highest deal volume of the year with 89 deals worth a total of €7bn, only to be beaten by Q2 2012 in terms of deal value with 54 deals totalling €13bn.

Unsurprisingly of the top 15 deals announced throughout the year, most of them were completed in Q2 2012. Watson Pharmaceuticals’ acquisition of Actavis Group was completed for €4.4bn in April 2012 and shortly after that GlaxoSmithKline’s acquisition of Human Genome Sciences for €2.3bn was also completed in May 2012. Baxter International’s acquisition of Swedish kidney and liver dialysis specialist Gambro is due to complete in 2013.

The ongoing Italian saga of the Rovati family and Italian investment funds Clessidra and Avista trying to agree a price for the 50% stake in Rottapharm finally came to an end when the private equity players walked away causing the owners to lose a potential €850m cash injection.

The Pharma, Medical & Biotech sector only took 5.8% of total deal volume in 2012, just a sliver ahead of the Construction and Real Estate sectors.

It is no surprise that the Nordics proved to be the region with the highest value of deals taking up just over 41% of total deal value in Europe followed by the UK and Germanic countries with 18% and 20% of total deal value respectively.

In terms of volume the UK and Germanic countries lead the charts with 24% and 21% respectively closely followed by the Nordic region with 14.7%

Reflecting back on 2012, the pharma industry kept up a relatively good

performance in spite of the fact that out of the top five deals of 2012 in terms of value, two lapsed in the first four months of the year. Roche’s friendly offer to acquire Illumina for US$8.2bn and Germany-based Fresenius’ attempted purchase of Rhoen-Klinikum for €3.7bn are a signal that buyers are being disciplined on pricing and outcome and are not willing to spend the time and effort on initiating hostile bids.

Yet out of the top 15 deals for 2012 ten were above the €1bn mark evidencing a relatively buoyant healthcare market in 2012, which is expected to carry on at least in the first few months of 2013.

On 18 January 2013, Abbot listed its research-based Pharma business AbbVie on NASDAQ to form an independent biopharmaceutical company that boasts a US$58bn market cap. Similarly, Zoetis, the spin off animal health business unit of Pfizer, was another successful IPO closing up 20% to US$ 31 in its NASDAQ debut on 1 February 2013, signalling investor confidence in this subsector. Other reports that radiate some optimism to come for big pharma point to Novartis who could launch a consumer health joint venture with Bayer or even acquire the German giant - a change of strategy some would argue, following the recently replacement of Chairman Daniel Vasella with Jorg Reinhardt. Still on the Swiss front Basilea takeover rumours are heating up with the potential bidder pointing to Actelion.

Yet 2013 is expected to keep buyers cautious on mega deals. It seems that Bausch & Lomb has been unable to get the requested US$10bn asking price from its lined up bidders, leading private equity firm Warburg Pincus – the eye-health group’s owner – to consider an IPO later in the year.

The top five deals of 2012 were in the €2bn-€5bn range and were nicely spaced across the different healthcare subsectors, namely pharmaceuticals, medical devices and clinics. We may see more activity – albeit at lower deal values, in less core pharma sectors in 2013.

Animal healthcare is still expected to

be on the radar of buyers who have a somewhat diversified portfolio, as was seen in September 2012 with Germany-based Bayer’s acquisition of Teva’s US animal health business for US$145m.Women’s health and healthcare consumer segments equally remains an attractive option for M&A: Watson Pharmaceuticals acquired Uteron Pharma for US$150m in January 2013 while unsourced reports noted that Johnson&Johnson’s continued effort to streamline assets has made it put its feminine-products unit on the block.

Other consumer healthcare segments such as vitamins and specialised nutrition products could continue to be attractive assets, mirroring Reckitt Benckiser’s acquisitions of Schiff Nutrition for US$1.4bn in October 2012. And while Reckitt is not a pure pharma company, perhaps the deal will inspire less traditional pharma players to tap into a comfortable revenue stream that can maintain stable growth amid ailing and very expensive R&D pipelines.

Quarterly deal value throughout the year was reminiscent of the previous three years, so while we are unlikely to see mega deals, we can expect to see M&A activity focusing on healthcare services including specialist clinics – such as Bridgepoint’s exit from Swedish dialysis operator Diaverum. In the pharma and biotech spaces the remnants of the mega deals mean that smaller deals can become more numerous and that there is still scope for consolidation.

By Mintoi Chessa-Florea

39


pHarma, medIcal & bIotecHToP 15 ANNoUNCED DEAlS For YEAr ENDINg 31 DECEMBEr 2012 - EUroPEAN PHArMAMEDICAlBIoTECH SECTor

Announced date


25-Jan-12 L Roche Holding Ltd Illumina Inc. 5,223

25-Apr-12 C Watson Pharmaceuticals Inc. Actavis Group hf Novator Partners LLP 4,400

26-Apr-12 L Fresenius SE & Co KGaA Rhoen-Klinikum AG 3,732

1-Jul-12 C Linde AG Lincare Holdings Inc. 3,353

4-Dec-12 P Baxter International Inc. Gambro AB Investor AB; and EQT Partners AB 3,050

9-May-12 C GlaxoSmithKline Plc Human Genome Sciences Inc. 2,266

11-Jun-12 C EQT Partners AB BSN medical GmbH Montagu Private Equity LLP 1,800

17-May-12 C Agilent Technologies Inc. Dako A/S EQT Partners AB 1,730

2-May-12 C Sandoz AG Fougera Pharmaceuticals Inc. Nordic Capital; DLJ Merchant Banking Partners; and Avista Capital Partners LP

1,158

30-Apr-12 C Terra Firma Capital Partners Limited Four Seasons Health Care Limited Royal Bank of Scotland Group Plc 1,012

20-Jul-12 C Fresenius Kabi AG Fenwal Inc. TPG Capital LP; and Maverick Capital Ltd 904

23-Apr-12 C AstraZeneca Plc Ardea Biosciences Inc. 892

15-May-12 L Clessidra SGR SpA; and Avista Capital Partners LP

Rottapharm SpA (50% Stake) Rovati family 850

11-May-12 C Velca SpA Ospedale San Raffaele 805

21-Nov-12 C BASF SE Pronova Biopharma ASA 698


40


pHarma, medIcal & bIotecHMIx oF DEAlS BY gEogrAPHIC rEgIoN

VALUE VOLUME

UK & Ireland

germanic

France

Italy

Iberia

Benelux

Nordic


other

18.1%

19.8%

2.0%

5.4%4.1%4.7%

41.4%

2.1% 2.4%

24.1%

20.7%

10.7%

7.4%

3.7%

7.0%

9.7%

14.7%

2.0%

VALUE VOLUME

Valu

e (€

m)

Volu

me


0

5,000

10,000

15,000

20,000

25,000

30,000

35,000

Q412

Q312

Q212

Q112

Q411

Q311

Q211

Q111

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

0

10

20

30

40

50

60

70

80

90

100

110

Q412

Q312

Q212

Q112

Q411

Q311

Q211

Q111

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

qUArTErlY TrENDS




41


pHarma, medIcal & bIotecHFINANCIAl ADVISErS


lEgAl ADVISErS



Number of deals



7 3 JPMorgan 9,401 11





- 8 Blackstone Group 4,400 1


- 10 Perella Weinberg Partners 3,353 1

5 11 Barclays 2,930 5

19 12 Lazard 2,457 3


45 14 HSBC 1,800 1


40 16 PwC 1,385 20

29 17 KPMG 1,254 14

- 18 Banca IMI/Intesa Sanpaolo 1,075 2

- 19= Gleacher Shacklock 1,012 1

32 19= Jamieson Corporate Finance 1,012 1


Number of deals

1 1 PwC 1,385 20


3 3 KPMG 1,254 14

7 4 JPMorgan 9,401 11








14 12 BDO 292 6



5 15 Barclays 2,930 5


12 17 Leonardo & Co 905 4

38 18 Societe Generale 348 4


10 20 Lazard 2,457 3


Number of deals






50 6 Gibson Dunn & Crutcher 9,219 3


48 8 Davis Polk & Wardwell 7,300 5

37 9 Allen & Overy 5,352 11


8 11 Dewey & LeBoeuf 5,223 1

45 12 Vinge 4,869 7


135 14 Loyens & Loeff 4,460 5

- 15 Kinstellar 4,400 3

91 16 Taylor Wessing 3,912 2

122 17 Noerr 3,737 2

141 18 Jones Day 3,690 12


27 20 Greenberg Traurig 3,596 2


Number of deals


2 2 CMS 987 15

3 3 DLA Piper 3,157 14


153 5 Jones Day 3,690 12


9 7 Allen & Overy 5,352 11

17 8 Ashurst 1,353 11




7 12 White & Case 2,689 9

22 13 Hannes Snellman 498 9


5 15 Vinge 4,869 7

16 16 Mannheimer Swartling 282 7



24 19 Dechert 1,064 6


The financial adviser league tables by value and volume have been run from 01/01/2012 to the 31/12/2012, excluding lapsed and withdrawn deals. The tables are pan-European and are based on the following sectors: Biotechnology; Medical; and Pharmaceuticals.

The legal adviser league tables by value and volume have been run from 01/01/2012 to the 31/12/2012 and include lapsed and withdrawn deals.The tables are pan-European and are based on the following sectors: Biotechnology; Medical; and Pharmaceuticals.

42

DEAL DRIVERS – EMEA - CONSTRUCTION

constructIon

CoNSTrUCTIoN

M&A activity in the building and construction industry continued to remain at low levels in the EMEA region in 2012.

The ongoing politcial and economic concerns in the eurozone, and continuing worries over levels of sovereign debt, kept transaction levels subdued and at their lowest levels since 2009. In addition, lower growth forecasts for emerging markets - previously one of the brighter spots for M&A activity - and uncertainty over the US “fiscal cliff” kept potential investors rooted to the sidelines. This caution was also reflected in longer completion times with the average transaction taking more than 40 days to complete. Despite this uncertain backdrop, however, there are some grounds for optimism. Interest rates remain at low levels, while transaction multiples fell to an average 7.8x EBITDA last year, compared to 8.0x in 2011. Dealmakers believe that the weaker organic growth prospects will lead management to reconsider their M&A policies and that those companies that have restructured their balance sheets and conserved cash will be in the best position to take advantage of any improvement in economic conditions. One area that did see an uptick in merger activity last year was in the building materials and aggregates sector. InterCement Austria Holdings - a unit of Camargo Correa - acquired Cimpor Cimentos de Portugal, a Portuguese manufacturer and wholesaler of hydraulic cement in an asset swap worth about €784m. Lafarge and Tarmac - an unit of Anglo American - also agreed sell a portfolio of UK construction materials assets to Mittal Investments, the private investment vehicle of the Lakshmi Mittal family, for €302m. The divestment was part of a pre-condition put in place by the Competition Commission that will allow Lafarge and Tarmac to form a UK building products joint venture.

Industry observers believe there could

be further divestments of assets as the cement industry continues to consolidate. HeidelbergCement, Holcim and Cemex could all look to divest some of their UK assets over the coming year as part of an ongoing plan to reduce their UK exposure and cut corporate debt levels. Across Europe, there are expectations for a rise in M&A activity in 2013. France, Luxembourg, Poland and Italy were particularly active markets for both buyers and sellers of assets in 2012. This trend is expected to continue as companies look to “right-size” their operations at a local level. Debt worries mean that high quality assets are also becoming available at competitive valuations as European sellers look to sell non-core assets. This is also attracting large international buyers with strong cash positions. Companies with exposure to the higher growth emerging markets are seen as especially attractive to buyers in China, Japan and South Korea. Sany Group, for example, a Chinese construction machinery manufacturer, has said it will continue to seek M&A opportunities in the EU after it acquired German concrete machinery group Putzmeister earlier in the year. Similary, XCMG acquired Schwing and other Chinese construction equipment firms, such as Xiamen XGMA Machinery and Sunward, have indicated they will seek buys in Europe. On the flip side, European companies have sought to increase their penetration of Asian markets as the urbanisation of countries such as China, India, Brazil and South Korea continue apace. CRH, the Dublin-based cement and building products group, said it would look to add to its 26% stake in Jilin Yatai, a Chinese cement manufacturer, while it is also keen to strengthen its presence in India. CRH has also been subject to takeover rumours with talk of a £19.00 per share offfer from state-owned China National Materials Group or Swiss group Holcim. CRH downplayed the speculation saying it had a war chest of €1.9bn for its own expansion strategy. Last year, CRH spent almost €630m on global development and

acquisition activity. In the EMEA region, this included the acquisition of Lemminkäinen Rakennustuotteet OY, one of Finland’s largest manufacturers of precast concrete elements, landscaping concrete products and ready mixed concrete, while sanitary, heating and plumbing assets were also targeted in Belgium. Other emerging trends across the EMEA landscape include further investment into specialist building and engineering consultancies and low carbon and ‘green’ building products, such as roofing, flooring and polymer-based materials. Industry observers expect this deal trend to continue into 2013. In the UK house building and property sector, London & Stamford agreed a £209m all-share merger with Metric Property Investments, while in a hopeful sign of more stable financial markets in 2013, residential home builder Crest Nicholson announced a return to the stock market via a public flotation that could value it at about £500m. The house builder got into financial trouble in 2008 and was bought by US hedge fund Varde Parsons in 2011 in a £359m debt-for-equity swap.

By Malcolm Locke

43


constructIonToP 15 ANNoUNCED DEAlS For YEAr ENDINg 31 DECEMBEr 2012 - EUroPEAN CoNSTrUCTIoN SECTor

Announced date


30-Mar-12 C Camargo Correa SA Cimpor Cimentos de Portugal SGPS SA (39.96% Stake)

3,100

6-Aug-12 C Abertis Infraestructuras SA; and Brookfield Infrastructure Partners LP

Obrascon Huarte Lain Brasil SA (60% Stake) Obrascon Huarte Lain SA 2,227

29-Feb-12 C CVC Capital Partners Limited Ahlsell Sverige AB Cinven Limited; and GS Capital Partners 1,800

20-Dec-12 C Cimpor Cimentos de Portugal SGPS SA InterCement Austria Holding GmbH (17 Plants In Brazil, Argentina, Paraguay and Angola)

InterCement Austria Holding GmbH (subsidiary of Camargo Correa Cimentos SA)

1,199

20-Dec-12 P Mohawk Industries Inc. Marazzi Group SpA Permira; and Private Equity Partners Inc. 1,170

26-Jun-12 C InterCement Austria Holding GmbH (subsidiary of Camargo Correa Cimentos SA)

Cimpor Cimentos de Portugal SGPS SA (21.21% Stake)

Votorantim Cimentos SA 817

1-Mar-12 C Noble Grossart Limited; Royal Bank of Scotland Group Plc; and GSO Capital Partners LP

The Miller Group Limited Miller family 523

2-Jul-12 P Public Sector Pension Investment Board Isolux Infrastructure SA (undisclosed stake) Grupo Isolux Corsan SA 500

16-May-12 C Semapa - Sociedade de Investimento e Gestao SGPS SA

Secil SA (49% Stake) CRH Plc 433

7-Jun-12 C GENIVAR Inc. WSP Group Plc 428

26-Sep-12 P Eagle Materials Inc. Lafarge North America Inc. (Sugar Creek, Missouri and Tulsa, Oklahoma cement plants and related assets)

Lafarge North America Inc. (subsidiary of Lafarge SA)

347

16-Nov-12 P Mittal Investments SARL Midland Quarry Products Ltd (50% Stake); Tarmac Limited (Construction materials operations in UK); and Lafarge SA (Construction materials operations in UK)

Lafarge SA; and Anglo American Plc 302

24-Jun-12 P Cinven Limited Prezioso-Technilor SAS Indigo Capital Limited 300

5-Mar-12 P Autostrada Torino Milano SpA Impregilo SpA (30% Stake) Fondiaria SAI SpA; Autostrade Per L'italia; and Argo Finanziaria SpA

237

15-Feb-12 C Wienerberger AG Pipelife International GmbH (50% Stake) Solvay SA 232


44


constructIonMIx oF DEAlS BY gEogrAPHIC rEgIoN

VALUE VOLUME

UK & Ireland

germanic

France

Italy

Iberia

Benelux

Nordic


other

1.3%

12.5%

4.4%

3.8%

14.6%

38.2%

18.0%

4.1%3.0%

3.7%

18.7%

11.0%

5.5% 16.9%

16.0%

14.6%

10.5%

3.2%

qUArTErlY TrENDS

VALUE VOLUME

Valu

e (€

m)

Volu

me


0

2,000

4,000

6,000

8,000

10,000

12,000

14,000

16,000

18,000

20,000

22,000

Q412

Q312

Q212

Q112

Q411

Q311

Q211

Q111

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

0

10

20

30

40

50

60

70

80

90

100

110

Q412

Q312

Q212

Q112

Q411

Q311

Q211

Q111

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106




45


constructIonFINANCIAl ADVISErS


lEgAl ADVISErS



Number of deals

23 1 Barclays 6,498 4

9 2 Citi 5,352 3



52 5 Banco Espirito Santo de Investimento 3,120 2

- 6= Banco Bradesco BBI 3,100 1

- 6= Banco Itau BBA 3,100 1

17 6= Bank of America Merrill Lynch 3,100 1

10 6= Lazard 3,100 1

- 6= Santander Global Banking and Markets 3,100 1


14 12 JPMorgan 2,574 3





- 17 Nordea Corporate Finance 1,916 3

- 18 Arcano 1,800 1

- 19= Eidos Partners 1,170 1

- 19= Four Partners Advisory SIM 1,170 1


Number of deals

2 1 PwC 137 12

1 2 KPMG 345 11


5 4 Deloitte 55 6

37 5 Barclays 6,498 4


22 7 Leonardo & Co 350 4

10 8 ING 152 4

60 9 Baker Tilly International 5 4

9 10 Citi 5,352 3


33 12 JPMorgan 2,574 3

- 13 Nordea Corporate Finance 1,916 3

16 14 Mediobanca 652 3

15 15 UBS Investment Bank 584 3

65 16 Credit Agricole CIB 404 3

86 17 UniCredit Group 367 3



- 20 SDM Corporate Finance Group - 3


Number of deals

- 1 Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados

5,327 2



17 4 White & Case 3,648 6

- 5 Uria Menendez 3,600 2

66 6 Pinheiro Neto Advogados 3,100 2

- 7= Bredin Prat 3,100 1

- 7= Campos Ferreira, Sa Carneiro e Asociados

3,100 1

- 7= PLMJ - Sociedade de Advogados 3,100 1

- 10 Lefosse Advogados 2,727 2



- 13= Machado Meyer Sendacz e Opice 2,227 1

- 13= Souza, Cescon, Barrieu & Flesch Advogados

2,227 1


76 16 Advokatfirmaet BA-HR 1,945 2

- 17 Gernandt & Danielsson 1,822 3

- 18= Bech-Bruun 1,800 2

86 18= Roschier 1,800 2

39 20 Chiomenti Studio Legale 1,407 2


Number of deals

2 1 CMS 192 10



13 4 Eversheds 332 7

3 5 White & Case 3,648 6

7 6 Loyens & Loeff - 6



38 9 De Pardieu Brocas Maffei 304 4

14 10 Pinsent Masons 18 4

- 11 Thommessen 8 4

- 12 Gernandt & Danielsson 1,822 3

17 13 Mayer Brown 302 3

11 14 Latham & Watkins 300 3

- 15 Noerr 116 3

80 16 Jones Day 64 3

45 17 Schjodt 41 3

1 18 DLA Piper 20 3

31 19 Hannes Snellman - 3

- 20 Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados

5,327 2

The financial adviser league tables by value and volume have been run from 01/01/2012 to the 31/12/2012, excluding lapsed and withdrawn deals. The tables are pan-European and are based on the following sectors: Construction

The legal adviser league tables by value and volume have been run from 01/01/2012 to the 31/12/2012 and include lapsed and withdrawn deals. The tables are pan-European and cover on the following sectors: Construction

46

DEAL DRIVERS – EMEA - THE MIDDLE EAST & NORTH AFRICA

tHe mIddle east & nortH afrIca

THE MIDDlE EAST & NorTH

AFrICA

The outlook for M&A in 2013 depends not only on political stability across MENA but also on the global economy. And it is developments in Egypt - MENA’s largest economy – that will have the largest impact across the entire region, sources told mergermarket.

Although investors remain uncertain about the future direction of these economies, particularly with the strengthening of the Islamist movement in places like Egypt and Algeria, in 2012 the region saw more M&A than in the previous year, according to mergermarket data.

The data shows that while 2011 saw a big fall in M&A across the region in terms of deal value, Q2 2012 witnessed a healthy upswing in both the volume and value of transactions. With deal values peaking at US$7.4bn, this was the highest level of M&A activity in the region for nearly four years. This followed a dip in the last quarter of 2011 to 17 deals, totaling US$1.18bn.

In 2012, most MENA deal activity occurred in the TMT sector (29.5%) followed by Financial Services (28.4%) and Energy, Mining & Utilities (21.3%), mergermarket data shows.

In 2013, this trend is expected to continue alongside increased M&A activity in the Consumer and Real Estate sectors, especially in the Gulf Cooperation Council (GCC).

North AfricaDoubts over the long-term viability of Egypt’s current regime and whether it can put in place investor-friendly and credible economic policies are major concerns.

At the same time the recent kidnapping at the In Amenas oil refinery in Algeria highlights the ever-increasing risk of an Islamist power struggle in North Africa, which could easily spread to other parts of MENA. Until then, Algeria had been considered one of the hottest investment destinations in North Africa with policies slowly being put in place to encourage M&A. Libya and Tunisia also remain troubled politically and economically. In contrast, Morocco’s relative economic and political stability means it should

remain one of the most attractive investment destinations in North Africa.

The GCCThe GCC is the most politically and economically stable part of MENA with average economic growth across the region forecast to be 4.6%. Saudi Arabia, Qatar and the UAE are expected to lead the way. Although all sectors are expected to see a pick up of M&A activity in 2013, Consumer and Real Estate are tipped to be the most active. According to recent surveys, the level of Real Estate transactions in Dubai has risen to a level not seen since before the financial crisis. The expectation is therefore that an increasingly buoyant Real Estate sector, alongside ongoing restructuring of some property companies, will lead to an uptick in M&A activity. In addition, the UAE’s industrial sector is expected to contribute 19% to GDP in 2013, primarily petrochemicals, aluminium and steel.

Private equity firms exiting investments and corporates looking to expand regionally will also be important drivers of M&A in 2013, sources told mergermarket. Exits via IPOs will be limited, however, as the equity markets remain subdued.

Nonetheless, Saudi Arabia will probably see some IPO activity on the back of a robust equities market. Its stock exchange increased 7% last year, according to reports. Construction Products Holding Co, Saudi Arabia’s largest maker of building materials and a unit of Binladin Group, which is partly owned by Standard Chartered, plans an IPO on the Saudi market in late 2012 or 2013, industry sources said.

GCC governments will also continue to drive dealmaking as surpluses fueled by hydrocarbon wealth are used to finance mega infrastructure projects. These are expected to offer private investment opportunities in the form of direct equity stakes, public private partnerships (PPP) and project financings, legal and banking sources said.

The same sources also said that regulatory reforms, such as the new companies

law in Kuwait, should encourage M&A by making local companies more transparent and legislating for superior corporate governance practices, giving comfort to foreign investors. By Lucia Dore

47


tHe mIddle east & nortH afrIcaToP 15 ANNoUNCED DEAlS For 2012 - MIDDlE EAST & NorTH AFrICA All SECTorS

Announced date

Status Bidder company Target company Sector Vendor company Deal value (€m)

12-Apr-12 C France Telecom SA Egyptian Company for Mobile Services (63.64% Stake)

TMT Orascom Telecom Media and Technology Holding SAE

2,490

12-Dec-12 P Qatar National Bank National Societe Generale Bank SA

Financial Services Societe Generale 1,955

16-Aug-12 C Qatar Telecom (QTel) QSC National Mobile Telecommunications Company KSC (47.5% Stake)

TMT 1,785

19-Jun-12 C National Bank of Kuwait SAK Boubyan Bank of Kuwait Financial Services 1,631

31-Jan-12 C Centurion Investment Company UAE Exchange & Financial Services Ltd (40% Stake)

Business Services Bavaguthu Raghuram Shetty (Private Investor)

1,529

26-Mar-12 C Mubadala Development Company PJSC

EBX Ltd (5.63% Stake) Other 1,501

18-Dec-12 P Pertamina PT ConocoPhillips Algeria Ltd Energy, Mining & Utilities ConocoPhillips Company 1,330

17-Aug-12 C Qatar Holding LLC Heathrow Airport Holdings Ltd (20% Stake)

Transportation Ferrovial SA; Government of Singapore Investment Corporation Pte Ltd; and Britannia Airport Partners

1,145

20-Oct-12 C The National Shipping Company of Saudi Arabia

Vela International Marine Limited Transportation Saudi Arabian Oil Co 998

10-Sep-12 C Shelf Drilling International Holdings Ltd

Transocean Ltd (38 Shallow Water Drilling Rigs)

Energy, Mining & Utilities Transocean Ltd 821

28-Nov-12 P Abu Dhabi National Energy Company PJSC

BP Plc (Central North Sea oil and gas fields)

Energy, Mining & Utilities BP Plc 817

5-Jun-12 P Qatar Telecom (QTel) QSC Asia Cell Telecommunication Company Ltd (19% Stake)

TMT MerchantBridge & Co Ltd 749

28-Mar-12 C Mannai Corporation QSC Damas International Limited Consumer 745

12-Jul-12 C Mayhoola for Investments SPC Valentino Fashion Group SpA Consumer Permira 729

18-Apr-12 C Oman International Bank HSBC Bank Oman (49% Stake) Financial Services HSBC Bank Middle East Limited 559


48


tHe mIddle east & nortH afrIcaMIx oF DEAlS BY INDUSTrY SECTor

VALUE VOLUME

Industrials & Chemicals

Financial Services

Business Services

Consumer

Energy, Mining & Utilities

TMT

leisure

Transportation

Pharma, Medical & Biotech

Construction

real Estate

28.4%

0.1%

0.5%1.0%

0.6%

0.8%

29.5%

1.1%5.9%

21.3%

10.8%

22.0%

9.9% 3.3%

11.0%

2.2%

4.4%

4.4%

3.3%

19.8%

17.6%

2.2%

qUArTErlY TrENDS

VALUE VOLUME

Valu

e (€

m)

Volu

me


0

1,000

2,000

3,000

4,000

5,000

6,000

7,000

8,000

9,000

10,000

11,000

12,000

13,000

14,000

15,000

16,000

Q412

Q312

Q212

Q112

Q411

Q311

Q211

Q111

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

0

5

10

15

20

25

30

35

40

45

50

55

60

Q412

Q312

Q212

Q112

Q411

Q311

Q211

Q111

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106


Based on announced deals, excluding those that lapsed or were withdrawn. Mix of deals by sector.


49


tHe mIddle east & nortH afrIcaFINANCIAl ADVISErS



lEgAl ADVISErS


Number of deals


19 2 HSBC 4,362 7

4 3 JPMorgan 4,085 7


- 5 Barclays 3,764 6

21 6 Lazard 3,453 4

9 7 Citi 3,328 5



- 10 QNB Capital 2,028 2

25 11 PwC 1,942 10

- 12 NBK Capital 1,785 1

- 13 Kuwait Finance and Investment Co 1,631 1


- 15 Banco Itau BBA 1,501 1

20 16 EFG-Hermes Holding 936 2

50 17 Houlihan Lokey 934 3

40 18 Evercore Partners 817 2

- 19 Jefferies & Company 817 1



Number of deals

6 1 PwC 1,942 10

4 2 HSBC 4,362 7

5 3 JPMorgan 4,085 7


- 5 Barclays 3,764 6


9 7 Citi 3,328 5


12 9 Lazard 3,453 4

47 10 BDO 29 4



50 13 Houlihan Lokey 934 3


37 15 Standard Chartered 210 3

10 16 Rothschild 31 3


- 18 QNB Capital 2,028 2

23 19 EFG-Hermes Holding 936 2

15 20 Evercore Partners 817 2


Number of deals

4 1 Allen & Overy 4,493 17



- 4 Cleary Gottlieb Steen & Hamilton 2,521 2

- 5 Dechert 2,490 2

24 6 Zaki Hashem & Partners 1,955 1



- 9 The Law Office of Bader Saud Al Bader and Partners

1,785 1

- 10 Davis Polk & Wardwell 1,745 2


- 12= Lefosse Advogados 1,501 1

- 12= Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados

1,501 1

- 12= Souza, Cescon, Barrieu & Flesch Advogados 1,501 1


- 16 White & Case 1,077 2

23 17 Ashurst 1,059 3

36 18 King & Spalding 1,050 5

- 19 Reed Smith 998 2

65 20 Al-Jadaan & Partners 998 1


Number of deals

2 1 Allen & Overy 4,493 17




7 5 Gibson Dunn & Crutcher 420 8

11 6 Latham & Watkins 177 6



6 9 King & Spalding 1,050 5

8 10 DLA Piper 718 5

5 11 Baker & McKenzie 125 5

60 12 Herbert Smith Freehills 70 5

9 13 Ashurst 1,059 3

22 14 Mayer Brown 313 3


16 16 Clyde & Co 188 3

- 17 Cleary Gottlieb Steen & Hamilton 2,521 2

- 18 Dechert 2,490 2

- 19 Davis Polk & Wardwell 1,745 2


The financial adviser league tables by value and volume have been run from 01/01/2012 to the 31/12/2012, excluding lapsed and withdrawn deals. The tables are based on dominant target, bidder or seller company geography being Middle East and North Africa excluding Israel, and cover all sectors.

The legal adviser league tables by value and volume have been run from 01/01/2012 to the 31/12/2012 and include lapsed and withdrawn deals. The tables are based on dominant target, bidder or seller company geography being Middle East and North Africa excluding Israel, and cover all sectors.

Drive Deals with Merrill DataSiteAbout Merrill DataSite

Merrill DataSite was created to meet our clients’ needs. Since 2002, we have consistently leveraged the experiences of our clients to add value and leading-edge functionality to the toolset available within our virtual data rooms.

Merrill DataSite enhances transaction successMerrill DataSite is the industry’s acknowledged leader with more than 25,000 projects completed. Private and public companies across the globe have leveraged Merrill DataSite to increase the value of the following types of transactions:

� Mergers, acquisitions and divestitures � Private placement transactions � Leveraged buyout transactions � Bankruptcy and reorganisation transactions � Financial restructuring transactions � Initial public offerings and dual-track processes � Asset purchases and liquidations � Post-merger integration

Examine documents immediately Patented technology ensures that you never have to wait for a document to be downloaded. Since the data resides on Merrill’s servers, you can simultaneously view an unlimited number of documents in multiple windows without having to close out or save to your “temp” file. When faced with hundreds of documents to review, this feature saves significant time and expense.

Designate user permissionsTeam administrators can control which users will be able to view, print or download specific documents, folders or projects – simply and quickly.

Search every word in every documentWith large document collections, sophisticated search features are key to finding critical information and accelerating the due diligence process. Merrill DataSite performs Optical Character Recognition (OCR) on each and every letter in each and every document. Our search capabilities allow users to search potentially hundreds of thousands of pages to find what’s relevant to them. Merrill DataSite’s search capabilities ensure nothing is missed in any of the posted documents - regardless of where they may be organised within the index (e.g. find every instance of “contract” and “termination” within 5 words of each other, etc.). Search results are returned much faster and are unlimited in terms of document results and hits within a document. Using wildcard, fuzzy, proximity, boosting, Boolean and grouping modifiers, you can search and find exact matches and near-matches, including misspelled words. Potential buyers will enjoy increased confidence knowing they’ve received and seen all materials and documents that are relevant to their decision-making.

Protect confidential information”View-only” documents are never downloaded. Merrill DataSite, not the computer’s browser, controls the caching process providing unmatched security levels. Unlike other VDR providers, images are never viewable on the PC’s cache after the conclusion of a session. All activity can be tracked accurately. Auditing and reporting tools provide a verifiable account of each individual’s time spent viewing both documents and specific pages – information that adds negotiating leverage.

Need to work remotely?No problem. Whether you’re working in Beijing or Berlin, you can view your documents online without having to navigate through internal firewalls and email restrictions that often exist for outside company connections and which delay the due diligence process.

Security is our highest priorityMerrill has been a trusted provider of secure information to the financial and legal industries for more than 40 years. Our employees execute letters of confidentiality and we are audited annually (internal and third-party) to make certain our IT infrastructure and processes remain sound. Merrill DataSite was the first VDR provider to be fully accredited with ISO 27001:5000, the industry gold-standard for security certification. 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. Your information is only ever shared with the right people.

The best tool in the industryMerrill DataSite technology allows for the fastest conversion of soft and hard copy documents to the electronic viewing platform. As a result, designated administrators are able to review documents the moment they are available. Through secure, simultaneous access, full text search capabilities and robust reporting tools, both archival and transactional due diligence processes are streamlined. As a result, Merrill DataSite gives you more insight and control, and dramatically reduces transaction time and costs.

As a leading provider of VDR solutions worldwide, Merrill DataSite has empowered over two million unique visitors to perform electronic due diligence on thousands of transactions totalling trillions of dollars in asset value.

www.datasite.com

About Merrill Corporation

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

Merrill Transaction and Compliance ServicesThrough a broad range of tools and services, Merrill Corporation streamlines document composition, filing, printing, distribution and electronic access to the transaction and regulatory compliance activities of its clients engaged in securities offerings, reorganisations, mergers and acquisitions, SEC and other regulatory filings. As a registered, third-party service provider offering public companies expert EDGARization and XBRL filing services, Merrill professionals can compose, edit, electronically file, manage and distribute data in printed or electronic format.

Merrill Legal Solutions Legal Solutions provide both on-demand and on-site litigation support, information management and electronic and print document management services for law firms, corporate legal departments and professional services firms. Examples of our expertise include the creation of searchable litigation document repositories, management of electronic data discovery and the delivery of real-time court reporting and deposition videography services.

Merrill’s Marketing and Communication Solutions MCS supply brand identity management, customer communication and packaged direct marketing programmes for sales professionals in industries, such as real estate, mutual funds and insurance. Examples of our services include customisable corporate identity materials, direct mail marketing pieces and promotional programmes supported by web-based technologies.

Merrill’s Translations Services (Merrill Brink)Merrill Brink provides a range of translation options to help clients achieve the most efficient and cost effective approach to their translation projects. We offer extensive legal translation services for international litigation, intellectual property, patents, contractual matters, antitrust matters, mergers and acquisitions, arbitration and more.

www.merrillcorp.com

A Merrill DataSite virtual data room can help you drive deals forwardMerrill 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 us to manage their online due diligence processes.

DataSite’s Smart, Simple and Secure solution drives your deal forward with:

Speed: Your data room can be live in 15 minutes and an average sized project can be up and running in less than 12 hours.

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The Highest Levels of Security: Security lies at the heart of everything we do. We have handled over 25,000 projects, supporting thousands of confidential deals, so our clients have complete trust in all aspects of our technology and processes. Access and security for all participants in the VDR is controlled by the client administrator and/or a Merrill DataSite project manager.

Your dedicated Merrill DataSite project manager will be there to assist you 24/7/365, no matter where in the world you are located.

To find out why many thousands of companies trust us to manage their online due diligence, call +44 (0)845 602 6916, email [email protected], or visit www.datasite.com

2012 WINNERAcquisitions

International UK VDR Provider of

the Year

2012 WINNERGlobal M&A Advisor M&A

Product/Service of the Year Award

2011 WINNERM&A Advisor International




2010 WINNERM&A Advisor Mid-Market Financing




DriveDeals_DPS_Ad.indd 2-3 12/02/2013 16:06

52


merrIll datasIte contactsMerrill DataSite (Division of Merrill Corporation) ContactsTel: +44 20 7422 6100 (Europe) 1.888.867.0309 (US)

EXECUTIVE MANAGEMENT

Ed BifulkPresidentTel: +1 212 229 6563

EXECUTIVE SALES

Will BrownRegional Director, Life ScienceTel: +33 1 40 06 13 02

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

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

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Andrew BuonincontroRegional Director, Bay Area Tel: +1 650 493 1400

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Jay LoyolaRegional Director, Bay Area Tel: +1 949 622 0663

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David yearyVice President, DataSite Life Sciences Tel: +1 415 307 4414

James SnazaDirector of Life Sciences Tel: +1 651 632 4585

Jon BlueVice President, Clean Tech Tel: +1 206 696 9169

53


about remark

Remark, the publishing, market research and events division of The Mergermarket Group, offers a range of services that give clients the opportunity to enhance their brand profile, and to develop new business opportunities. Remark publishes over 50 thought leadership reports and holds over 70 events across the globe each year which enable its clients to demonstrate their expertise and underline their credentials in a given market, sector or product.

Remark is part of The Mergermarket Group, a division of the Financial Times Group. To find out more please visit www.mergermarket.com/remark/ or www.mergermarket.com/events/.

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

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

Elias Latsis Head of Research, mergermarket Tel: +44 20 7010 6190 [email protected]

The following notes pertain to data contained in this publication:

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

• Where no deal value has been disclosed, deals are included if the turnover of the target is greater than or equal to US$10m.

• Transactions excluded include property transactions and restructurings where the ultimate shareholders’ interests are not changed.

• Deals are included in the graphs for each section if the target is a European company.

• The list of Top Deals and the data underlying the League Tables are based on deals where the bidder, target or parent of either is a European company.

© mergermarket

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

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

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