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Third quarter 2014

October 2014 edition

Mergers & Acquisitions Quarterly Switzerland

All rights reserved — EY 2014

DRAFTContents

Mergers & Acquisitions Quarterly Switzerland – Q3 2014 1

1. Introduction 2

2. Swiss M&A market Q3 2014 and outlook 2014/2015 3

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

4. Industry overview

► Chemicals, Construction and Materials 7

► Energy and Utilities 9

► Financial Services 11

► Healthcare 13

► Industrial Goods and Services 15

► Media, Technology and Telecommunications 17

► Retail and Consumer Products 19

5. Deal of the quarter 21

6. Event calender 22

7. EY selection of M&A opportunities 23

8. Your EY M&A team in Switzerland 24

9. Subscription/Registration form 25


DRAFTIntroduction

2

Dear Reader

We are pleased to present you with the latest edition of our M&A Quarterly Switzerland. This publication provides a general overview of the Swiss M&A and European private equity market activity in the third quarter of 2014, as well as an outlook for 2014/2015.

In Q3 2014, the Swiss M&A market continued its strong performance and recorded an above average number of transactions as well as deal volume. Although deal volume in this quarter could not reach the watermark set by the previous quarter – which was the highest deal volume recorded since inception of our publication in 2008 due to the Holcim/Lafarge mega deal – it still achieved respectable volume, mainly due to large transactions announced in the Healthcare sector.

Looking ahead, projections of economic growth have undergone small downward adjustments but still remain positive overall. Combined with the low interest rates currently prevailing, the strong M&A market performance is expected to continue in the upcoming quarters. However, it may be difficult to sustain performance at such high levels going forward, especially if the risks anticipated in connection with conflicts in the Middle East and Eastern Europe materialize.

The next edition of our Mergers & Acquisitions Quarterly Switzerland will be available in January 2015.

For more information or to download this publication, visit us online at:

www.ey.com/CH/de/Services/Transactions/Lead-Advisory

Sincerely,

Your Swiss EY M&A Advisory Team

Mergers & Acquisitions Quarterly Switzerland – Q3 2014


DRAFT

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0102030405060708090

Q3 13 Q4 13 Q1 14 Q2 14 Q3 14

No. o

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Media,Technology &

Telecom

Healthcare IndustrialGoods &Services

FinancialServices

Retail & ConsumerProducts

Chemicals,Construction& Materials

Energy &Utilities

SMI

Swiss M&A market Q3 2014 and outlook 2014/2015

3

Number of announced deals and transaction volumes with target, buyer or seller in Switzerland

Relative stock performance of selected industries over the past 12 months

M&A market Q3 2014

► With 165 Swiss M&A transactions announced in Q3 2014, the number of deals increased slightly compared to the previous quarter (154 deals).

► In terms of volume, the Swiss M&A market continued to show high traction with disclosed deal volume totaling CHF 49.4b in Q3 2014. Even though this represents a decrease by 40% compared to the record deal volume in Q2 2014, this was still the fifth strongest volume recorded since our publication was launched in 2008.

► Year to date, Swiss M&A activity remained nearly unchanged with 446 transactions announced in the first three quarters of 2014 compared to 434 deals in the same period of the previous year. However, disclosed deal volume increased nearly tenfold, i.e., from CHF 15.4b to CHF 151.5b.

► High market volume in 2014 was mainly driven by the amount of large deals announced. This development continued this quarter, as two of the five largest deals in 2014 were announced in Q3, both totaling a deal volume of CHF 30.3b or 61% of Q3 volume.

► The SMI gained 9.2% over the last twelve month period, showing positive performance across all sectors, except Energy and Utilities. Compared to the twelve month period ended last quarter, i.e. 30 June 2014, the SMI witnessed a slight fall in performance with a decline of 2.1 percentage points.

► Media, Technology and Telecommunication displayed the strongest industry performance with an improvement of 35.3% over the last twelve month period. This represents approximately 3.8 times the SMI performance.

Rank Announcement date Target Acquirer SellerDeal volume

(in CHF m)1 07-Apr-14 Lafarge S.A. Holcim (Schweiz) AG Groupe Bruxelles Lambert; NNS Holding;

Dodge & Cox and others40,996

2 06-Aug-14 Alliance Boots GmbH Walgreen Co. AB Acquisitions Holdings Limited 22,735

3 22-Apr-14 GlaxoSmithKline plc, oncology business

Novartis AG GlaxoSmithKline plc 14,171

4 24-Aug-14 InterMune, Inc. Roche Holding AG Deerfield Mgmt Company, L.P.; Moore Capital Mgmt, LP; OrbiMed Advisors, L.L.C. and others

7,519

5 22-Apr-14 Novartis AG, vaccines business GlaxoSmithKline plc Novartis AG 6,244

The five largest transactions in 2014



DRAFT

43% 39%

22% 26%

35% 35%

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Q2 14 Q3 14

< CHF 50m CHF 50-250m > CHF 250m

21%

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16%13%

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7%

4% 10%

Transactions by industry

► Although Industrial Goods and Services was the most active sector in Switzerland for the fourth consecutive quarter, its share in deal activity declined from 25% in Q2 to 21% in this quarter. Overall, the sector contributed 34 transactions to all 165 deals announced in Q3 2014.

► Healthcare demonstrated exceptional growth this quarter, recording an increase of seven percentage points in its share of transactions compared to the previous quarter. This makes it the second largest sector in terms of the number of transactions.

► Furthermore, Healthcare accounted for this quarter’s two largest deals, namely Alliance Boots/Walgreens and InterMune/Roche. In total, the sector’s deal volume of CHF 38.5b represents 78% of total deal volume in Q3. Year to date, the exceptional performance of the sector was rounded off by its strong deal flow, with four out of the five largest transactions in 2014 being Healthcare deals.

► After two consecutive quarters of rather low M&A activity in Financial Services, the number of announced deals increased to 19 transactions in Q3 2014, representing a contribution of 12% to overall deal count (plus four percentage points compared to Q2 2014).

4

Number of Swiss M&A transactions by industry in Q3 2014 (in %)

Number of Swiss M&A transactions by deal size(in %)


Transactions by size

► After two consecutive quarters with an increase in the number of large transactions with deal size above CHF 250m, the trend continued in the third quarter. In total, 16 large transactions were announced, representing 35% of all deals with disclosed deal value.

► Large transactions were primarily recorded in Healthcare and Financial Services – both sectors combined accounted for 63% of all transactions valued above CHF 250m this quarter.

► Overall, the distribution of deals by size was similar to the previous quarter, i.e. above average share of large transactions with little fluctuation of shares attributable to small and mid-market transactions.

► Deal size was disclosed in 28% of all announced transactions in Q3 2014.

*Arrows indicate change from previous quarter


▲

▼

▼

Industrial Goods and ServicesMedia, Technology and TelecommunicationsFinancial ServicesEnergy and Utilities

HealthcareRetail and Consumer ProductsChemicals, Construction and MaterialsOther Industries

▲

▼▼

▼


DRAFT

5

Outlook 2014/2015 ► Overall, investor confidence in the economy has weakened in 2014 due to smaller than expected growth,

globally as well as in Switzerland.

► The latest consensus forecast released by the KOF Swiss Economic Institute in September 2014 projects a reduction in Swiss GDP growth for 2014 from 2.1% (as published in June 2014) to 1.8%. The revised economic outlook for the remainder of 2014 is mainly driven by continuing poor prospects on export growth.

► For 2015, KOF projects Swiss GDP to grow by 1.9% compared to 2014, indicating that the robust economic development will continue.

► In its most recent assessment of monetary policy released on 18 September 2014, the Swiss National Bank (SNB) reaffirmed its floor of CHF1.20 on the CHF/EUR exchange rate and left the target range for the three-month Libor unchanged at 0.0–0.25%.

► While the US economy continues to gain strength, the Eurozone recovery remains fragile. Major economies are still struggling to gain economic momentum and conflicts in the Middle East and Eastern Europe add further uncertainty for corporates and governments alike.

► Next to economic factors, recent changes to US-taxation regulations are also expected to influence the M&A market going forward. Overall, these changes are designed to stop transactions motivated by tax inversion and may for example result in a company being excluded from the Dow Jones Index, when undertaking such transaction. However, as these measures were introduced as recent as September 2014, its effectiveness will need to be evaluated over the coming months.

► Despite the moderate economic outlook, Swiss M&A activity is expected to remain steady for the remainder of 2014 as Swiss firms still tend to have strong balance sheets and cash reserves available for investments or alternatively to pay out to shareholders. As the current interest rate environment remains low, companies struggle to invest cash reserves at reasonable rates of return and may seek more profitable endeavors through external growth.


Change in industry multiples from Q2 2014 to Q3 2014


Industry TEV/EBITDA (LTM)

Chemicals, Construction & Materials ▼

Energy & Utilities ▼

Healthcare ▼

Industrial Goods & Services ▼

Media, Technology & Telecomm. -

Retail and Consumer Products ▼

P/E (LTM)

Financial Services ▼

EBITDA = Earnings Before Interest, Taxes, Depreciation and AmortizationTEV = Total Enterprise ValueLTM = Last Twelve MonthsP/E = Price-to-Earnings Ratio


DRAFT

69% 67% 78% 77% 72%

22% 25% 10% 9% 10%

9% 8% 12% 14% 18%

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2010 2011 2012 2013 2014*

< EUR 50m EUR 50-250m > EUR 250m

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Deal volume No. of deals

Private equity statistics: Germany, Switzerland and Austria

6

Private equity Q3 2014

► In Q3 2014, 24 private equity (PE) deals were completed in Germany, Switzerland and Austria (GSA). This reflects an increase of two deals compared to Q2 2014 and eleven deals compared to the same quarter of the previous year.

► This quarter’s deal volume of buy-outs and buy-ins in GSA added up to EUR 4.3b, indicating an increase of EUR 2.8b or 191% compared to Q2 2014. In contrast, deal volume decreased by 52% compared to the same quarter of the previous year, due to several large PE deals being completed in Q3 2013.

► On average, deal size increased from EUR 68m in Q2 2014 to EUR 181m in Q3 2014.

► In GSA, the largest PE deal completed this quarter was the sale of Mauser Group, by Dubai International Capital, the private equity arm of Dubai Holding, to Clayton, Dubilier & Rice for EUR 1.2b. Mauser Group, held by Dubai International Capital since 2007, operates as a producer of rigid industrial packaging solutions. The company generates a turnover of around EUR 1.2b with 4,400 employees.

► In comparison to the rest of Europe, the UK PE market had the largest share of all deals completed in Europe (39%). However, in terms of deal volume, GSA accounted for the largest contribution, representing 27% of the entire European deal volume. Regarding number of deals, transactions in GSA represented 20% of all European PE deals.

► In the first nine months of 2014, PE deals of less than EUR 50m still constituted the bulk of PE activity in GSA and accounted for more than 70% of all PE deals. Further, the contribution of deals larger than EUR 250m has doubled since 2010.

Number and volume of buy-outs and buy-ins completed with targets based in GSA

Number of buy-outs and buy-ins by deal size within GSA (in %)

*2014 figures are for the first nine months only



DRAFTChemicals, Construction and Materials

7

Relative performance charts

Margins (LTM) * Companies included in the Chemicals, Construction and Materials Index

Legend

EBITDA = Earnings Before Interest, Taxes, Depreciation and AmortizationEBIT = Earnings Before Interest and TaxesP/E = Price-to-Earnings RatioLTM = Last Twelve MonthsTEV = Total Enterprise ValueRev. = Revenue* = Equally weighted

Chemicals, Construction and Materials Index Swiss SMI Index (value weighted)

AFG Arbonia-Forster-Holding AGBelimo Holding AGBossard Holding AGClariant AGDottikon Es Holding AGEMS-Chemie Holding AGForbo Holding AG Geberit AG Givaudan AG

Glencore Xstrata PlcGurit Holding AGHolcim (Schweiz) AGImplenia AGSchmolz + Bickenbach AGSika AGSyngenta AG

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


70%

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100%

110%

120%

130%

140%

Sep 13 Oct 13 Nov 13 Dec 13 Jan 14 Feb 14 Mar 14 Apr 14 May 14 Jun 14 Jul 14 Aug 14 Sep 14

1.7x

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15.7x17.3x

1.9x

11.5x14.3x

21.0x

0x

5x

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15x

20x

25x

30x

TEV/Rev. TEV/EBITDA TEV/EBIT P/E

42.4%

14.4%7.6% 6.6%

33.0%

23.5%14.4% 14.2%

0%

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30%

40%

50%

60%

70%

80%

Gross margin EBITDA margin Earnings from continuedoperations margin

Net income margin


DRAFT

Selected key developments

Chemicals, Construction and Materials

8

Selected mergers & acquisitions transactions/private placements

Date Company Event type Headline

17-Sep-14 Clariant AG Business expansion Clariant invested CHF 3.2m in its facility located in Mumbai, India, to double production capacity for pigments and pigment preparations; the increased output is to enable expansion into the Indian and neighbouring markets, namely Bangladesh and Sri Lanka

12-Sep-14 Implenia AG Client announcement Implenia received a CHF 15m contract from the Norwegian Public Roads Administration for a road construction project in western Norway; the contract involves widening the existing E39 highway and building lane dividers, paths, underpasses and bridges

19-Aug-14 Sika AG Business expansion Sika expanded its coverage in the Asia/Pacific region by establishing a presence in Sri Lanka; as Sri Lanka is experiencing a construction boom, this is in line with Sika’s strategy to build up operations in emerging markets

14-Aug-14 Clariant AG Business expansion Clariant plans to double its ether amine production capacity at its Suzano facility, Brazil, by the end of 2015; the increased capacity is to benefit new and existing mining customers in Brazil and support needs of global customers

28-Jul-14 AFG Arbonia-Forster-Holding AG

Executive/Board change

AFG appointed William J. Christensen as its new CEO; William J. Christensen has many years of experience in the construction supply industry and is to assume his new role as of 1 November 2014

23-Jul-14 Syngenta AG Product-related announcement

Syngenta signed an exclusive licensing agreement with New Energy Farms for the use of their CEEDS™ (Crop Expansion Encapsulation and Drilling System) technology, to broaden and scale up its PLENE® platform of integrated sugar cane solutions

11-Jul-14 Sika AG Business expansion Sika opened its seventh plant in Brazil, at Aparecida de Goiania; the new plant is expected to complement its supply chain and bring the company closer to its customer base in the mid-west of Brazil


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

29-Aug-14 N/A N/A Roth AG N/A Constellation Capital AG

17-Aug-14 N/A 100% Ambrosius GmbH N/A NÜSSLI (Schweiz) AG

11-Aug-14 N/A 75% Donkin Coal Mine Project Glencore Xstrata Plc The Cline Group LLC

07-Jul-14 2,767 100% WILD Flavors GmbH Kohlberg Kravis Roberts & Co. L.P. Archer Daniels Midland Company

02-Jul-14 N/A 100% Search Group N/A SGS SA


DRAFTEnergy and Utilities

9



Margins (LTM) * Companies included in the Energy and Utilities Index


Energy and UtilitiesSwiss SMI Index (value weighted)

Alpiq Holding AGBKW AGRepower AG

Romande Energie Holding SATransocean Ltd.

Legend


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21.0x

0x

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29.4%

16.5%

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33.0%

23.5%14.4% 14.2%

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30%

40%

50%

60%

70%

80%


Net income margin


DRAFTEnergy and Utilities

10


Selected key developmentsDate Company Event type Headline

24-Sep-14 Repower AG Business reorganization Repower Switzerland AG, with headquarters in Klosters plans to merge with the Repower AG, headquartered in Poschiavo, in the spring of 2015 retroactively as of 1 January 2015; the change is to reduce complexity and improving efficiency

23-Sep-14 BKW AG Fixed-income offering BKW placed CHF 163m senior unsecured convertible bonds due 2020; the bonds will be convertible into 4.2 million shares at a price of CHF 38.90 (representing a 22.5% conversion premium); the proceeds are to be used for general corporate purposes

22-Sep-14 Transocean Ltd. Executive/Board change

Transocean elected Pete Miller as the Board of Directors’ nominee until the company’s 2015 Annual General Meeting; the Board intends to appoint Pete Miller as the Vice Chairman of the Board, replacing Ian C. Strachan who plans to retire

15-Aug-14 Alpiq Holding AG Client announcement Alpiq E-Mobility installed Tesla Supercharger with six charging stations at the A1/A2 motorway junction; Superchargers are able to load car batteries to 50% capacity in 30 min.; this is a further step towards a Swiss national network of Tesla charging stations

08-Aug-14 Repower AG Fixed-income offering Repower placed a CHF 97m (EUR 80m), 20-year registered bond in the European market; this is the first time Repower has issued a registered bond, which will be used to refinance investments in the euro zone and help the company to expand its investor base

31-Jul-14 Transocean Ltd. IPO Transocean Partners LLC, a subsidiary of Transocean, announced the pricing of its USD 385m IPO, involving the issue of 17.5 million shares at a price of USD 22 per share; the common units to be offered represent a 25.4% interest in Transocean Partners LLC

18-Jul-14 Alpiq Holding AG Fixed-income offering Alpiq completed a cash tender offer to buy back its outstanding senior bonds due from 2015-2018, resulting in a reduction of its gross debt by CHF 543m; simultaneously, the company placed a CHF 300m bond with a coupon of 2.625% and a tenor of 10 years



19-Sep-14 N/A 100% Cabcon AG N/A BKW AG, Arnold AG

15-Sep-14 N/A 100% NEK Umwelttechnik AG, 225-MW AyitepaWindfarm project in Ghana

NEK Umwelttechnik AG Mainstream Renewable Power Limited

08-Sep-14 N/A 100% Baumeler Leitungsbau AG N/A BKW AG, Arnold AG

22-Jul-14 N/A 100% ENERTRAG AG, wind farm in Rostock, Germany

ENERTRAG AG Terravent AG


DRAFTFinancial Services

11



Margins (LTM) *+ Companies included in the Financial Services Index

Legend

P/BV = Price-to-Book-Value RatioP/Tang BV = Price-to-Tangible-Book-Value RatioP/E = Price-to-Earnings RatioLTM = Last Twelve MonthsTEV = Total Enterprise ValueRev. = Revenue* = Equally weighted+ = Banks only (insurance companies excluded)

Financial Services IndexFinancial Services Index (previous quarter)


Bâloise Holding AGBank Coop AGBanque Cantonale Vaudoise SACembra Money Bank AGCredit Suisse Group AGEFG International AGGAM Holding AGGlarner KantonalbankHelvetia SchweizerischeVersicherungsgesellschaft AG

Julius Bär Gruppe AGLeonteq AGLiechtensteinische Landesbank AGPartners Group Holding AGSt. Galler Kantonalbank AG Swiss Life Holding AGSwiss Reinsurance AG Swissquote Group Holding SAThurgauer KantonalbankUBS AG

Valiant Holding AG Vontobel Holding AG VZ Holding AG Zurich Insurance Group AG

70%

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130%

140%


1.9x 2.4x

18.0x

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19.1x

0x

5x

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15x

20x

25x

30x

P/BV P/Tang BV P/E

16.1% 15.7%

5.2%

16.8%

10.2%

5.8%

0%2%4%6%8%

10%12%14%16%18%

Earnings from continuedoperations margin

Net income margin Return on equity


DRAFTFinancial Services

12


29-Aug-14 N/A 100% LBBW (Switzerland) AG, private banking portfolio

LBBW (Switzerland) AG Notenstein Private Bank Ltd

13-Aug-14 255 100% Corpus Sireo Holding GmbH & Co. KG Sparkasse KölnBonn; Stadtsparkasse Düsseldorf; Frankfurter Sparkasse

Swiss Life Holding AG

21-Jul-14 60 100% Bank Leumi (Luxemburg) S.A. and portfolio of international private banking clients

Leumi Private Bank AG Julius Bär Gruppe AG

14-Jul-14 1,500 100% BSI SA Assicurazioni Generali S.p.A. Banco BTG Pactual S.A.07-Jul-14 1,440 81% Schweizerische National Versicherungs-

Gesellschaft AGVarious Helvetia Schweizerische

Versicherungsgesellschaft AG03-Jul-14 26 100% Zurich Insurance Group AG, retail business

in RussiaZurich Insurance Group AG OLMA Investment Company, OJSC

03-Jul-14 109 100% Sun Alliance Insurance (China) Limited RSA Insurance Group plc Swiss Re Corporate Solutions Ltd.




23-Sep-14 Cembra Money Bank AG Fixed-income offering Cembra Money Bank issued two CHF 100m senior unsecured bonds, with maturities of five and eight years and coupons of 0.75% and 1.25%, respectively; the issue enables the company to diversify funding sources and extend its maturity profile

12-Sep-14 Julius Bär Gruppe AG Strategic alliance Julius Bär signed an exclusive global partnership agreement for the new FIA Formula E Championship, the world’s first fully-electric racing series; the championship starts in Beijing on 13 September 2014 and includes 10 races in major cities around the globe

02-Sep-14 GAM Holding AG Executive/Board change

GAM appointed Alexander S. Friedman as new CEO, effective 8 September 2014; Alexander S. Friedman will succeed David M. Solo, who is stepping down as CEO at his own request

06-Aug-14 Bank Coop AG Executive/Board change

Bank Coop appointed Sandra Lienhart as acting interim CEO of the company, replacing Andreas Waespi who resigned; Sandra Lienhartwas previously serving as the Deputy Chairman and Head of the Sales and Marketing division

05-Aug-14 Partners Group Holding AG Business expansion Partners Group opened its third office in the US, located in Houston, Texas, expanding private markets coverage in the US and Latin America; the total number of offices around the globe increased to 18

08-Jul-14 Zurich Insurance Group AG Fixed-income offering Zurich Insurance placed CHF 600m senior unsecured notes in three tranches, including a CHF 150m bond (12 years, 1.5% coupon), a CHF 250m bond (6 years, 0.625% coupon) and a CHF 200m bond (23 months, Libor plus 0.16% quarterly coupon)

01-Jul-14 Leonteq AG Strategic alliance Leonteq expanded its partnership with Notenstein Private Bank, through the formation of a new subsidiary called Notenstein Finance (Guernsey) Ltd in Guernsey; the new subsidiary will offer structured investment products exempt from Swiss withholding tax



DRAFTHealthcare

13



Margins (LTM) * Companies included in the Healthcare Index

Legend


Healthcare Index Swiss SMI Index (value weighted)

Actelion Ltd.Bachem Holding AGBasilea Pharmaceutica AGCOLTENE Holding AGCytos Biotechnology AGGalenica AGLifeWatch AGLonza Group AG

Nobel Biocare Holding AG Novartis AG Roche Holding AG Siegfried Holding AG Sonova Holding AG Straumann Holding AG Tecan Group AGYpsomed Holding AG


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48.2%

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33.0%

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Net income margin


DRAFTHealthcare

14


15-Sep-14 2,215 100% Nobel Biocare Holding AG Delaware Management Business Trust; GIC Pte. Ltd. and others

Danaher Corporation

25-Aug-14 N/A 100% Covagen AG GIMV NV; Novartis Venture Funds and others Johnson & Johnson, Cilag GmbH International24-Aug-14 7,519 100% InterMune, Inc. Deerfield Mgmt Company, L.P.; Moore Capital

Mgmt, LP; OrbiMed Advisors, L.L.C. and othersRoche Holding AG

06-Aug-14 574 100% Voyage Healthcare Group Ltd. HgCapital; HgCapital Trust plc; SL Capital Partners LLP

Partners Group Holding AG; Duke Street; Tikehau Capital

06-Aug-14 22,735 55% Alliance Boots GmbH AB Acquisitions Holdings Limited Walgreen Co.

04-Aug-14 408 100% Santaris Pharma A/S Various Roche Holding AG

14-Jul-14 4,698 100% Abbott Laboratories, non-U.S. developed markets specialty & branded generics business

Abbott Laboratories Mylan, Inc.




12-Sep-14 Siegfried Holding AG Business expansion Siegfried plans to expand its spray-drying capacity in Pennsville, USA; the new technology will enable the company to acquire additional projects, expand its drug substance production and develop finished dosage forms

10-Sep-14 Acino Holding AG Delisting Acino shares are to be delisted from SIX Swiss Exchange, effective 17 September 2014; the delisting was initiated by the company in December 2013 after its acquisition by Pharma Strategy Partners

20-Aug-14 Novartis AG Client announcement Novartis signed an exclusive licensing agreement with the Global Alliance for TB Drug Development (TB Alliance), for compounds to fight tuberculosis (TB); under the agreement Novartis will transfer its TB research and development program to TB Alliance

15-Aug-14 Roche Holding AG Product-related announcement

Roche announced that its product Avastin combined with chemotherapy has been approved by the US Food and Drug Administration for the treatment of women with cervical cancer; Avastin is expected to help women live longer than with chemotherapy alone

12-Aug-14 Galenica AG Business reorganization Galenica announced plans to split the group into two listed companies – Vifor Pharma and Galenica Santé; Soren Tulstrup and JorgKneubühler, respectively, will head the two divisions

21-Jul-14 Basilea Pharmaceutica AG Strategic alliance Basilea signed an agreement with Quintiles for the commercialization of Zevtera®/Mabelio® (ceftobiprole medocaril) in Europe; under the agreement Quintiles will provide commercial services, medical science liaisons and market access support in selected countries

15-Jul-14 Novartis AG Strategic alliance Novartis partnered with the Banner Alzheimer's Institute on a pioneering clinical study on Alzheimer's disease (AD) prevention; the study will determine whether two Novartis investigational anti-amyloid treatments can prevent or delay the emergence of symptoms



DRAFTIndustrial Goods and Services

15



Margins (LTM) * Companies included in the Industrial Goods and Services Index

Legend


Industrial Goods and Services Index Swiss SMI Index (value weighted)

ABB Ltd.Adval Tech Holding AGBobst Group SABucher Industries AGBurckhardt Compression AGCarlo Gavazzi Holding AGCicor TechnologiesComet Holding AGDätwyler Holding Inc.DKSH Holding AGFeintool International Holding AGFlughafen Zürich AG

Georg Fischer AGINFICON Holding AG Interroll Holding AG Kaba Holding AG Kardex AG Komax Holding AG Kühne & Nagel International AGLEM Holding AGLooser HoldingMeyer Burger Technology AG Mikron Holding AG OC Oerlikon Corporation AG

Panalpina World Transport Holding Ltd.Phoenix Mecano AGRieter Holding AGSchaffner Holding AGSchindler Holding AGSchweiter Technologies AGSFS Group AGSGS SASulzer Ltd.Tornos Holding SAVon Roll Holding AGWalter Meier AG


70%

80%

90%

100%

110%

120%

130%

140%


1.2x

10.6x

15.6x

19.2x

1.9x

11.5x14.3x

21.0x

0x

5x

10x

15x

20x

25x

30x


42.1%

11.8%5.1% 5.4%

33.0%23.5%

14.4% 14.2%

0%

10%

20%

30%

40%

50%

60%

70%

80%


Net income margin


DRAFTIndustrial Goods and Services


02-Sep-14 791 80% Trafigura Terminals LLC Trafigura AG Buckeye Partners, L.P.

20-Aug-14 N/A 100% ABB Ltd., ABB Full Service business ABB Ltd. Nordic Capital

19-Aug-14 407 75% Suzhou Savera Shangwu Elevator Riding System Co., Ltd.

N/A Partners Group Holding AG

12-Aug-14 255 100% Faster S.p.A. Argan Capital Advisors LLP Capvis Equity Partners AG

07-Aug-14 15 100% Bandfix AG Palero Capital GmbH CCL Industries Inc.

18-Jul-14 56 70% Wärtsilä Corporation, 2-stroke engine business Wärtsilä Corporation CSSC Investment and Development Co. Ltd

01-Jul-14 23 100% Monsal Holdings Mobeus Equity Partners; FourWinds Capital Management

General Electric Company



16


23-Sep-14 Meyer Burger Technology AG

Client announcement Meyer Burger announced that Hanwha Q Cells selected the PERC (passivated emitter rear cell) solar cell technology, developed by Meryer Burger, for upgrading its production facilities in Germany and Malaysia; the delivery is planned in late 2014/early 2015

05-Sep-14 Panalpina World Transport Holding Ltd.

Business reorganization Panalpina merged its Panprojects and Oil & Gas activities to create Panalpina Energy Solutions, a specialized service that designs tailored transport solutions for the world’s energy projects

28-Aug-14 SGS SA Executive/Board change

SGS appointed Carla De Geyseleer as new CFO of the company, effective 15 November 2014; Carla De Geyseleer is currently CFO of Vodafone Libertel B.V. and has previously held positions at EY and DHL

21-Jul-14 ABB Ltd. Strategic alliance ABB partnered with Volvo Buses to co-develop and commercialize fast charging systems for electric and hybrid buses, that will enable charging these buses through an automatic roof-top connection system at bus stops or through cabled charging systems overnight

09-Jul-14 ABB Ltd. Client announcement ABB received a CHF 357m (USD 400m) order from NSP Maritime Link Inc., to supply a high-voltage direct current (HVDC) power transmission solution creating the first link between the power grids of Newfoundland and North America

08-Jul-14 Kühne & Nagel International AG

Client announcement Kühne & Nagel received a three year contract from Beam Suntory Inc. to manage logistics for global imports and exports of Beam's distilled spirits from the US, Scotland, Ireland and France to countries worldwide

02-Jul-14 Kaba Holding AG Business reorganization Kaba is in the process of splitting its Access + Data Systems (ADS) EMEA/AP division, which accounts for 60% of its consolidated turnover, into an ADS EMEA (Europe, Middle East and Africa) division and an ADS AP (Asia Pacific) division



DRAFTMedia, Technology and Telecommunications

17



Margins (LTM) * Companies included in the Media, Technology and Telecommunications Index

Legend


Media, Technology & Telecomm. Index Swiss SMI Index (value weighted)

Advanced Digital Broadcast Holdings SAALSO Holding AGAscom Holding AGCrealogix Holding AGGoldbach Media AGHuber+Suhner AGKudelski SALogitech International SAMicronas Semiconductor Holding AG

Myriad Group AG Orell Füssli Holding AG PubliGroupe SA Swisscom AG Swisslog Holding AGTamedia AG Temenos Group AG u-blox Holding AG


70%

80%

90%

100%

110%

120%

130%

140%


1.2x

9.6x

13.5x

21.8x

1.9x

11.5x14.3x

21.0x

0x

5x

10x

15x

20x

25x

30x


35.0%

11.3%3.1% 2.5%

33.0%

23.5%14.4% 14.2%

0%

10%

20%

30%

40%

50%

60%

70%

80%


Net income margin


DRAFTMedia, Technology and Telecommunications



04-Sep-14 N/A 100% Viscom System SA; Vista Concept SA N/A SPIE SA

02-Sep-14 N/A 100% American Sensor Technologies, Inc. Main Street Capital Corporation TE Connectivity Ltd.

19-Aug-14 N/A 100% NagraID Security SA Kudelski SA and management Oberthur Technologies

06-Aug-14 6 100% Antcor Advanced Network Technologies S.A. CEVA Inc.; Taneo S.A.; Attica Ventures u-blox Holding AG

05-Aug-14 48 100% connectis AG and Softix AG Aurelius AG SPIE SA

24-Jul-14 19 100% Sensima Technology SA N/A Monolithic Power Systems Inc.


18


16-Sep-14 Swisscom AG Business expansion Swisscom opened a new data center in Berne, Switzerland, replacing the Ostermundigen data centre; the company invested around CHF 60m in the new building which will house around 5,000 servers with approximately 10,000 customer systems

11-Sep-14 Huber+Suhner AG Product-related announcement

Huber+Suhner launched a 120 ohm databus cable for train communication networks (TCNs); the new cables are well-suited for applications involving high and low temperatures and are halogen-free, flame resistant and produce little smoke in case of fire

10-Sep-14 Kudelski SA Client announcement Kudelski announced that DEN Networks in India selected its NAGRA anyCAST content protection and OpenTV middleware to support the growing demand for digital TV and next generation pay-TV services

20-Aug-14 Swisscom AG Client announcement Swisscom was awarded a computer outsourcing contract worth CHF 93m to continue supplying computers to the Swiss railway company SBB; the contract is spread over a period of five years with an additional five-year extension period

19-Aug-14 Crealogix Holding AG Client announcement Crealogix received its first contract in the Asia Pacific region from The Banque Calédonienne d'Investissement (BCI) for its CLX.E-Banking Software Suite; the new solution is scheduled to go live in 2015

18-Aug-14 Ascom Holding AG Client announcement Ascom’s Wireless Solutions division received a CHF 4.7m order from an OEM operator; also its Network Testing division received a three-year contract from Swisscom to expand and monitor performance of the wireless network

15-Jul-14 u-blox Holding AG Client announcement u-blox signed an agreement with Arvento Mobile Systems to provide its global positioning and cellular module technology to be deployed in Arvento's new tracking and onboard-diagnostics device, the imt.24 - OBD Tracker



DRAFTRetail and Consumer Products

19



Margins (LTM) * Companies included in the Retail and Consumer Products Index

Legend


Retail and Consumer Products Index Swiss SMI Index (value weighted)

ARYZTA AGBarry Callebaut AGBravofly Rumbo Group N.V.Calida Holding AGCharles Vögele Holding AGCompagnie Financière Richemont SADufry AGEmmi AG

Hügli Holding AGKuoni Reisen Holding AG Metall Zug AG Mobilezone Holding AG Nestlé SA Orior AG Swatch Group AG Valora Holding AG


70%

80%

90%

100%

110%

120%

130%

140%


1.3x

10.0x

14.5x

19.5x

1.9x

11.5x14.3x

21.0x

0x

5x

10x

15x

20x

25x

30x


42.6%

12.2%6.4% 6.2%

33.0%

23.5%14.4% 14.2%

0%

10%

20%

30%

40%

50%

60%

70%

80%


Net income margin


DRAFTRetail and Consumer Products

20



03-Sep-14 N/A 100% Nestlé Waters, Home and Office Delivery(HOD) business in Europe

Nestlé SA Eden Springs (Europe) SA

26-Aug-14 N/A 52% Gläserne Molkerei GmbH N/A Emmi AG

07-Aug-14 N/A 51% Shanghai Pudong International Airport Gate Gourmet Air Catering Co., Ltd.

gategroup Holding AG Shanghai Airport (Group) Co., Ltd.; China Aviation Investment Co., Ltd.

30-Jul-14 N/A 100% Ulysse Nardin SA N/A Kering SA

17-Jul-14 76 82% Schlumberger AG Underberg AG Sastre SA

14-Jul-14 1,248 100% Russell Stover Candies, Inc. N/A Chocoladefabriken Lindt & Sprüngli GmbH



17-Sep-14 ARYZTA AG Fixed-income offering ARYZTA announced the redemption of its 5% perpetual callable subordinated instrument of CHF 400m; the hybrid instrument is to be redeemed at par plus accrued interest to its holders around 28 October 2014

05-Sep-14 Emmi AG Product-related announcement

Emmi launched Caffè Latte Macchiato Decaff, a caffeine-free coffee drink, aimed at coffee enthusiasts who want to reduce their caffeine intake

18-Aug-14 Barry Callebaut AG Business expansion Barry Callebaut has opened its first chocolate factory in Chile; the facility will manufacture liquid chocolate and compound products for food manufacturing companies across Latin America

13-Aug-14 Bravofly Rumbo Group N.V. Share buyback Bravofly Rumbo announced a share buyback for a maximum amount of EUR 10m in the period from 17 September 2014 to 14 April 2016; the shares repurchased will be used for its 2011– 2013 employee stock option plans and/or to finance acquisitions

07-Aug-14 Nestlé SA Share buyback Nestlé announced a share buyback program for CHF 8bn starting 25 August 2014; the buyback is subject to market conditions and strategic opportunities

11-Jul-14 Dufry AG Fixed-income offering Dufry issued EUR-denominated senior notes for an aggregate principal amount of CHF 445m (EUR 500m); the notes have a term of eight years and annual interest rate of 4.5% payable semi-annually

11-Jul-14 Nestlé SA Business expansion Nestlé opened its first pet park and pet food factory in Purina, Mexico; the CHF 200m factory is part of the CHF 900m (USD 1bn) five-year investment commitment made by the company earlier in 2014 and is expected to create 300 new jobs



DRAFT

Deal rationale

► Walgreens Boots Alliance is to become a global pharmacy-led, health and well-being enterprise with more than 11,000 stores in 10 countries. The combination is set to strengthen the distribution network with more than 370 distribution centers.

► Walgreens and Alliance Boots are considered complementary with regard to their capabilities and assets, geographic footprint as well as retail and business brands.

► The combined size, scale and expertise shall enable the combined company to expand supply and address the rising cost of prescription drugs in America and worldwide.

► Synergies of over USD 1b are expected to be realized in the next three years, through corporate, distribution and store-level cost reductions.

21

Transaction overview

Deal summary

On 6 August 2014, Walgreen Co. announced to merge with Alliance Boots GmbH, by acquiring the remaining 55% stake in Alliance Boots. In June 2012, Walgreens had already acquired a 45% stake in Alliance Boots with an option to purchase the remaining 55% stake in three years’ time in exchange for USD 5.3b in cash and 144 million shares of Walgreens’ common stock. The combined company, Walgreens Boots Alliance Inc., is to be based in Chicago and will employ 350,000 people. Subject to shareholder and regulatory approval, the transaction is expected to be closed in the first quarter of 2015.

Alliance Boots is legally based in Switzerland, but has its operational headquarters in the UK. The company operates as a pharmacy-led health and beauty retailer and pharmaceutical wholesaler. It employs over 108,000 people.

Relative stock performance (in %)

Deal timeline Consideration details

# Date Event1 19-Jun-2012 Walgreens acquired 45% equity stake in Alliance Boots with the option to

acquire the remaining 55% in three years2 30-Oct-2012 Walgreens Boots Alliance Development GmbH was formed as a joint venture

company of Walgreens and Alliance Boots 3 05-Aug-2014 Walgreens announced that it will exercise its option to acquire the remaining

55% stake in Alliance Boots and form Walgreens Boots Alliance Inc.

LTM = Last Twelve MonthsTEV = Total Enterprise ValueRev. = Revenue

Valuation analysis (LTM)

Deal of the quarter


Gross transaction value (CHF m) 22,735

Implied enterprise value (CHF m) 33,320

% sought 55%

Total cash 35%

Total stock 65%

12

3

75%

100%

125%

150%

175%

200%

225%

250%

275%

Jun-12 Aug-12 Oct-12 Dec-12 Feb-13 Apr-13 Jun-13 Aug-13 Oct-13 Dec-13 Feb-14 Apr-14 Jun-14 Aug-14

Swiss Market Index Walgreens

2.8x

1.9x

0x

1x

2x

3x

4x

5x

TEV/ Rev.Healthcare Swiss Market Index

0.9x

Implied Enterprise Value

14.9x11.5x

0x

4x

8x

12x

16x

20x

TEV/EBITDAHealthcare Swiss Market Index

14.4x

Implied Enterprise Value


DRAFT

Date Day Time Event topic Host Location

10-Oct-2014 Friday 09.00 – 17.00 Valuation (E) EY Geneva

06-Feb-2015 Friday 09.00 – 17.00 Financial Modeling in Excel (D) EY Basel

13-Feb-2015 Friday 09.00 – 17.00 Mergers & Acquisitions (D) EY Basel

17-Apr-2015 Friday 09.00 – 17.00 Mergers & Acquisitions (D) EY Zurich

24-Apr-2015 Friday 09.00 – 17.00 Valuation (D) EY Zurich

08-May-2015 Friday 09.00 – 17.00 Financial Modeling in Excel (D) EY Zurich

Event calendar

22

Events from October 2014 to January 2015

Upcoming EY corporate finance seminars*

D = German; E = English* Registration details can be found on page 25.

Date Day Time Event topic Host Location

07-Oct-2014 Tuesday All day D-A-CH Private Equity Forum Unquote Munich

15-Oct-2014 Wednesday 17.00 – 20.00 SECA Evening Event: Innovationsweltmeister, aber kein Gründungsweltmeister? SECA Zurich

21-Oct-2014 Tuesday 11.30 – 14.30 CEO Luncheon with Klaus Stahlmann, CEO Sulzer Swiss-American Chamber of Commerce Zurich

22-Oct-2014 Wednesday 17.30 – 20.00 SECA Evening Event: Der volkswirtschaftliche Nutzen von Private Equity SECA Zurich

22-Oct-2014 Wednesday 09.00 – 18.00 11th CEO Day CTI Invest Berne

07/08-Nov-2014 Friday/Saturday All day SECA Private Equity Workshop (first block) SECA Zug

21/22-Nov-2014 Friday/Saturday All day SECA Private Equity Workshop (second block) SECA Zug

14-Jan-2015 Wednesday Tbd Swiss CFO Day 2015 CFO Forum Schweiz Zug



DRAFTEY selection of M&A opportunities

23

Selected M&A opportunities

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

Industry Region Transaction (sale of)/private placement Project Approx. deal size (in USD m)

<50 50-150 >150

Energy and Utilities Africa Farm-in opportunity onshore West Africa utilizing two hydrocarbon basins Spring √

Energy and Utilities Asia Sale of an operational onshore wind farm Vintage * * *

Energy and Utilities Europe Greenfield geothermal power plant with production capacity of min 140mW Geothermal √

Energy and Utilities Europe Onshore oil discovery in Mediterranean Sea seeking farm-in partner Olive √

Energy and Utilities Europe Portfolio of oil and gas licenses, covering more than 10 producing fields on and offshore Daytona √

Energy and Utilities Europe Onshore wind park in northern Europe Energy √

Financial Services Europe Online payment processing business Element √

Healthcare Asia Top 5 manufacturer of Metformin API globally Fusion √

Industrial Goods and Services Asia Rigid paper packaging manufacturer (monocartons) supplying various sectors Sapphire √

Industrial Goods and Services Asia Large die casting company serving major automobile companies Tulsi * * *

Industrial Goods and Services Europe Printed circuit boards Green √

Industrial Goods and Services Europe Human-machine interface hardware Blue √

Industrial Goods and Services Europe Innovative flood protection portfolio Neptun √

Industrial Goods and Services Europe Steel pipe manufacturer Mars √

Industrial Goods and Services Middle East Developer and distributor of advanced meter infrastructure (AMI) systems Meter √

Media, Technology & Telecomm. Europe Data center business (seeking for PE-funding) Entertain * * *

Media, Technology & Telecomm. Middle East Developer, designer and seller of 3D printed eyeglasses Sight √

Retail and Consumer Products Asia Banana wholesaler, ripener and grower Wham √

Retail and Consumer Products Europe High-end fashion company Pop √

Retail and Consumer Products Middle East Retailer of cosmetic products with international presence Art √



DRAFTYour EY M&A Advisory team in Switzerland

24

Stefan Rösch-RütschePartner | Head M&A Advisory

Phone +41 58 286 85 36Mobile +41 58 289 64 33Email [email protected]

Require assistance in finding targets?

Our sophisticated, global network gives us direct access to highly qualified sector experts and potential buyers and sellers. We are looking forward to discussing your acquisition profile and identifying potential acquisition targets for you.

If you would like to benefit from this offering, please do not hesitate to contact us.

Christian SieberSenior Manager+41 58 286 32 99+41 58 289 32 [email protected]

Sabrina Zahn Senior Manager+41 58 286 32 86+41 58 289 32 [email protected]

Thomas KorzecManager+41 58 286 37 91+41 58 289 37 [email protected]



DRAFT

NameKathrin Wagenhofer Ernst & Young LtdMaagplatz 18010 ZurichPhone +41 58 286 30 79Fax +41 58 286 30 [email protected]

Company name

Address

Postal code, city

Email

Subscription/Registration form

25

Subscription to Mergers & Acquisitions Quarterly Switzerland

If you would like to receive this publication on a regular basis, please fill out the form below and return it to Kathrin Wagenhofer or contact her directly. The subscription is free of charge and can be canceled at any time.

Registration for EY seminars

If you would like to register for or receive more information regarding our Mergers & Acquisitions, Valuation or Financial Modeling seminars, please fill out the form below and return it to Kathrin Wagenhofer or contact her directly.

□ Yes, I would like to receive more information on the following seminar(s)

□ Yes, I would like to register for the following seminar(s)□ Valuation (10-Oct-2014, GE, E, *) □ Financial Modeling (06-Feb-2015, BA, D, *)□ M&A (13-Feb-2015, BA, D, *) □ M&A (17-Apr-2015, ZH, D, *)□ Valuation (24-Apr-2015, ZH, D, *)□ Financial Modeling (08-May-2015, ZH, D, *)

Legend: ZH = Zurich, GE = Geneva, BA = Basel; D = German, E = English; * = Seminar fee CHF 1,200

□ Yes, I would like to receiveEY’s Mergers & Acquisitions Quarterly on a regular basis□ electronically via email□ as a hardcopy via Swiss Post

NameKathrin Wagenhofer Ernst & Young LtdMaagplatz 18010 ZurichPhone +41 58 286 30 79Fax +41 58 286 30 [email protected]

Company name

Address

Postal code, city

Email



DRAFTAbout the M&A Quarterly Switzerland

26

General information

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

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

Transaction criteria

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

► Swiss-based seller, buyer or target

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

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

Furthermore, transactions were:

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

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

► Included if announced by and valued using market data as of 24 September 2014

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


EY | Assurance | Tax | Transactions | Advisory

About the global EY organization

The global EY organization is a leader in assurance, tax, transaction and advisory services. We leverage our experience, knowledge and services to help build trust and confidence in the capital markets and in economies all over the world. We are ideally equipped for this task – with well trained employees, strong teams, excellent services and outstanding client relations. Our global purpose is to drive progress and make a difference by building a better working world – for our people, for our clients and for our communities.

The global EY organization refers to all member firms of Ernst & Young Global Limited (EYG). Each EYG member firm is a separate legal entity and has no liability for another such entity’s acts or omissions. Ernst & Young Global Limited, a UK company limited by guarantee, does not provide services to clients.

For more information, please visit www.ey.com.

EY’s organization is represented in Switzerland by Ernst & Young Ltd, Basel, with ten offices across Switzerland, and in Liechtenstein by Ernst & Young AG, Vaduz. «EY» and «we» refer to Ernst & Young Ltd, Basel, a member firm of Ernst & Young Global Limited.

© 2014 Ernst & Young LtdAll Rights Reserved.

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