deal capsule...table 2: global top deals announced in q1 2017, yet to close $ 40.3 billion 1 all...

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HOT MODERATE COOL HIGHLIGHTS M&A continues to be brisk with the number of completed deals in both sectors remaining at a high level. One pharmaceutical deal completed in Q1 2017 broke the $10 billion mark. Chemicals saw a deal above $20 billion being announced. Big pharma players continue to acquire biotechs, particularly in the oncology area. Venture Capital is also increasing investments in biotech assets. Transactions in Chemicals focused on paints and coatings and plastics. US and China remain the most active countries. Japanese companies were more active and participated in some large deals. KPMG’s Deal Thermometer indicates that the environment for M&A activity will remain moderately strong in both pharmaceuticals and chemicals. DEAL THERMOMETER Q1 2017 KPMG’s Deal Thermometer signals the environment for M&A deals in chemicals and pharmaceuticals. It combines the appetite for deals (changes in forward P/E ratios) with the capacity to fund deals (changes in Net Debt/ EBITDA multiples). ‘Hot’ signifies an environment conducive to deal-making. DEAL APPETITE (Forward P/E ratio) Sources: Capital IQ, KPMG Analysis Sources: Capital IQ, KPMG Analysis DEAL CAPACITY (Net debt/EBITDA) DEAL APPETITE (Forward P/E ratio) DEAL CAPACITY (Net debt/EBITDA) 31 Mar 2016 15.1 16.0 31 Mar 2017 6% 0.8x 0.5x 37% 31 Mar 2017 31 Mar 2018 0.9x 31 Mar 2016 14.3 14.9 31 Mar 2017 4% 31 Mar 2017 1.3x 31 Mar 2018 Deal Capsule Transactions in Chemicals & Pharmaceuticals April 2017 PHARMACEUTICALS CHEMICALS 31% M&A in Life Sciences continued apace, particularly with strong interest for biotech assets in oncology. Consolidation in the paints and coatings sector drives high levels of Chemicals M&A. VIR LAKSHMAN | HEAD OF CHEMICALS & PHARMACEUTICALS, KPMG IN GERMANY Deal Value in $ bn. Number of Completed Deals 2011 2012 2013 2014 2015 2016 Q1 2016 Q1 2017 755 722 697 797 821 778 204 36 100 79 69 170 185 298 FIGURE 2: TRENDS IN CHEMICALS M&A FIGURE 1: TRENDS IN PHARMACEUTICALS M&A Sources: Thomson One, KPMG Analysis Sources: Thomson One, KPMG Analysis Deal Value in $ bn. Number of Completed Deals 2011 2012 2013 2014 2015 2016 Q1 2016 Q1 2017 883 872 776 829 806 774 181 183 83 34 53 60 72 14 76 10 28 180

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Page 1: Deal Capsule...TABLE 2: GLOBAL TOP DEALS ANNOUNCED IN Q1 2017, YET TO CLOSE $ 40.3 billion 1 All numbers are in US$ billion Financial investors are italicized Figures in green are

HOT

MODERATE

COOL

HIGHLIGHTS — M&A continues to be brisk with the number of completed

deals in both sectors remaining at a high level. One pharmaceutical deal completed in Q1 2017 broke the $10 billion mark. Chemicals saw a deal above $20 billion being announced.

— Big pharma players continue to acquire biotechs, particularly in the oncology area. Venture Capital is also increasing investments in biotech assets.

— Transactions in Chemicals focused on paints and coatings and plastics.

— US and China remain the most active countries. Japanese companies were more active and participated in some large deals.

— KPMG’s Deal Thermometer indicates that the environment for M&A activity will remain moderately strong in both pharmaceuticals and chemicals.

DEAL THERMOMETER Q1 2017KPMG’s Deal Thermometer signals the environment for M&A deals in chemicals and pharmaceuticals. It combines the appetite for deals (changes in forward P/E ratios) with the capacity to fund deals (changes in Net Debt/ EBITDA multiples). ‘Hot’ signifies an environment conducive to deal-making.

DEAL APPETITE (Forward P/E ratio)

Sources: Capital IQ, KPMG Analysis Sources: Capital IQ, KPMG Analysis

DEAL CAPACITY(Net debt/EBITDA)

DEAL APPETITE (Forward P/E ratio)

DEAL CAPACITY(Net debt/EBITDA)

31 Mar 2016

15.1 16.0

31 Mar 2017

6%

0.8x0.5x

37%

31 Mar 2017

31 Mar 2018

0.9x

31 Mar 2016

14.314.9

31 Mar 2017

4%

31 Mar 2017

1.3x

31 Mar 2018

Deal CapsuleTransactions in Chemicals & Pharmaceuticals

April 2017

PHARMACEUTICALS CHEMICALS

31%

M&A in Life Sciences continued apace, particularly with strong interest for biotech assets in oncology. Consolidation in the paints and coatings sector drives high levels of Chemicals M&A.

VIR LAKSHMAN | HEAD OF CHEMICALS & PHARMACEUTICALS, KPMG IN GERMANY

“ ”

Deal Value in $ bn. Number of Completed Deals

2011 2012 2013 2014 2015 2016 Q1 2016 Q1 2017

755 722 697797 821 778

204

36100 79 69 170 185298

FIGURE 2: TRENDS IN CHEMICALS M&A

FIGURE 1: TRENDS IN PHARMACEUTICALS M&A

Sources: Thomson One, KPMG Analysis

Sources: Thomson One, KPMG Analysis

Deal Value in $ bn. Number of Completed Deals

2011 2012 2013 2014 2015 2016 Q1 2016 Q1 2017

883 872776 829 806 774

181 183

83 34 53 60 72 1476 10

28

180

Page 2: Deal Capsule...TABLE 2: GLOBAL TOP DEALS ANNOUNCED IN Q1 2017, YET TO CLOSE $ 40.3 billion 1 All numbers are in US$ billion Financial investors are italicized Figures in green are

2 | Deal Capsule | April 2017

The value of the top 10 completed deals in Q1 2017 increased 36% compared to the previous year with one transaction surpassing the $10 billion mark. Pharmaceutical firms focused on biotech targets to replenish their pipelines. US and China remain the most active countries.

DEAL FOCUS AREASA third of Q1 pharmaceutical transactions are in the biotech sector helping pharma to replenish pipelines. Oncology continues to be the top therapeutic area of interest. In 2017, three of the five biggest growing drugs are likely to be cancer treatments. By 2020, more than 225 medicines are estimated to be introduced with one-third focused on treating cancer. Risk sharing via contingency payments facilitated deals in Q1 2017.

BIOTECHTakeda Pharmaceutical Company Ltd. completed the $5.2 billion all-cash acquisition of ARIAD Pharmaceuticals Inc., expanding its oncology business by adding two precision medicines – Iclusig and Brigatinib. Iclusig is expected to bolster Takeda’s position in hematology in the US. Brigatinib, a lung cancer drug under investigation, has the potential to generate peak annual sales of more than $1 billion. In 2017, Takeda faces the patent expiry of Velcade, which accounted for 24% of its US sales in 2016.

Sumitomo Dainippon Pharma Co., Ltd. acquired Tolero Pharmaceuticals Inc. for $0.8 billion. Tolero has several preclinical and late-stage assets in oncology and hematology. The deal will help Sumitomo refresh its pipeline as its main pillar, the atypical anti-psychotic LATUDA, loses exclusivity in 2019.

Ipsen S.A. plans to acquire oncology assets from Merrimack Pharmaceuticals Inc. for $1 billion to strengthen its global leadership in specialty oncology. Ipsen is interested in Merrimack’s key product, ONIVYDE, a treatment for metastatic pancreatic cancer, the third leading cause of cancer related deaths.

Celgene Corp. plans to acquire Delinia Inc. for $0.8 billion, a biotech developing novel therapeutics for the treatment of autoimmune diseases and cancer. With the deal, Celgene accesses Delinia’s lead preclinical stage regulatory T cells (Treg) therapy, DEL106. The majority of the purchase price is contingent upon certain milestones being met.

China’s Sanpower Group Co., Ltd. announced the acquisition of Dendreon Pharmaceuticals Inc., an affiliate of Valeant Pharmaceuticals International Inc. for $0.8 billion. Sanpower takes over Dendreon’s first and only commercial product, Provenge, a vaccine for prostate cancer treatment. Dendreon was previously bought by Valeant out of bankruptcy in 2015 for approximately $0.4 million. Valeant will use the proceeds to pay down debt.

PharmaceuticalsFIGURE 4: TOP COUNTRIES IN PHARMACEUTICALS M&A Q1 2017*

* Number of completed deals

AS TARGETAS ACQUIRER

US CHINA S. KOREA CANADAFRANCE INDIA UKGERMANY SPAIN AUSTRALIA

53 51

30 32

129 9 9 8 9 8 8 8 8 8

5 3

94 5

FIGURE 3: BIGGEST GROWING PRODUCTS BY NEW SALES IN 2017 ($bn)*

Sources: Evaluate Ltd., KPMG Analysis

Keytruda (Merck&Co.)

1.8 1.81.6

1.2 1.2

Ibrance (Pfizer)

Humira (Abbvie)

Epclusa (Gilead)

Revlimid (Celgene)

CANCER CANCERRHEUMATOID ARTHRITIS

HEPATITIS C CANCER

* Anticipated additional sales of existing drugs (e.g. helped by broad approval settings)

Sources: Thomson One, KPMG Analysis

© 2017 KPMG AG Wirtschaftsprüfungsgesellschaft, a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. Printed in Germany. The KPMG name and the logo and are registered trademarks of KPMG International.

Page 3: Deal Capsule...TABLE 2: GLOBAL TOP DEALS ANNOUNCED IN Q1 2017, YET TO CLOSE $ 40.3 billion 1 All numbers are in US$ billion Financial investors are italicized Figures in green are

April 2017 | Deal Capsule | 3

Biotech collaborations in immune-oncology

Bristol-Myers Squibb (BMS) announced an expansion of its collaboration with CytomX Therapeutics Inc. The collaboration was initially established in 2014 to focus on the discovery, development and commercialization of novel therapies against multiple immuno-oncology targets using CytomX’s proprietary Probody Platform therapeutics for the treatment of cancer. BMS has contributed approximately $350 million to date and plans to extend this to at least $200 million in upfront payments as well as research funding.

Biotech start-up secures $1 billion VC investment

GRAIL Inc. managed to raise over $0.9 billion through the first close of its Series B financing led by ARCH Venture Partners. Investors include Johnson & Johnson, BMS, Celgene Corp., as well as Amazon.com Inc. In its previous Series A funding, GRAIL had already secured $100 million.

GRAIL aims to detect cancer at an early, still curable stage, through a simplified blood screening procedure. GRAIL combines leading approaches in computer and data sciences with population-scale clinical trials and ultra-broad and ultra-deep sequencing. From deep research to driving changes in patient behavior, the opportunities for smart use of data science and analytics in the life sciences industry are almost limitless.

Biotech deals outside oncology

By acquiring LifeCell Corp. for $2.9 billion, Allergan PLC enters the field of regenerative medicine, supporting its aesthetic and plastic surgery business. LifeCell’s key assets include dermal matrix products used in breast reconstruction and abdominal wall repair.

Johnson & Johnson (J&J) announced the $30 billion tender offer for the shares of Actelion Ltd., a leader in the field of pulmonary arterial hypertension. This will help to replenish its portfolio following patent expirations.

FINANCIAL INVESTORSFollowing a competitive bidding process among PE investors for STADA, a generics and OTC player, the Executive Board and Supervisory Board decided to support Bain Capital LP and Cinven Partners LLP’s offer with a value of € 66 per share, including dividend. This equates to an enterprise value of around € 5.3 billion. STADA achieved an Adjusted EBITDA of around € 0.4 billion on Adjusted Group Sales of approximately € 2.2 billion in 2016.

CAPITAL INDEXAll pharma indices have rebounded after a decline at the beginning of Q1 2017. The Bloomberg Asia Pacific Pharma Index saw the biggest growth by 8.4%, including Takeda with a 6.9% gain. The Bloomberg Europe 500 Pharma Index grew by 6.7%, whereas the S&P 500 Pharma Index increased by 4.9%. COMPANY INVESTMENT ($m) ROUND DATE

Moderna Therapeutics 451 Series Undisclosed Aug

Innovent Biologics 260 Series D Nov

BlueRock Therapeutics 225 Series A Dec

Intarcia Therapeutics 206 Series Undisclosed Dec

Intarcia Therapeutics 215 Series I Sep

Denali Therapeutics 130 Series B Aug

UNITY Biotechnology 116 Series B Oct

Zal Lab 100 Series B Jan

DalCor Pharmceuticals 100 Series B Apr

Hengrui Therapeutics 100 Series Undisclosed Jun

TABLE 1: TOP 10 VENTURE CAPITAL ROUNDS OF 2016 IN LIFE SCIENCES

Sources: Evaluate Ltd., KPMG Analysis

Sources: Bloomberg, KPMG Analysis

FIGURE 5: DEVELOPMENT OF PHARMA SHARE PRICES Q1 2017

JAN FEB MAR

105

110

95

100

MSCI WORLD INDEX

S&P 500 PHARMA INDEX

BLOOMBERG EUROPE 500 PHARMA INDEX

BLOOMBERG ASIA PACIFIC PHARMA INDEX

© 2017 KPMG AG Wirtschaftsprüfungsgesellschaft, a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. Printed in Germany. The KPMG name and the logo and are registered trademarks of KPMG International.

Page 4: Deal Capsule...TABLE 2: GLOBAL TOP DEALS ANNOUNCED IN Q1 2017, YET TO CLOSE $ 40.3 billion 1 All numbers are in US$ billion Financial investors are italicized Figures in green are

4 | Deal Capsule | April 2017

BIDDER TARGET THERAPY AREA DATE OF ANNOUNCEMENT DEAL STATUSTOTAL

VALUE1

Johnson & Johnson Actelion Pulmonary arterial hypertension 26 Jan 2017 Pending, offer prospectus

published 30.0

Cinven Partners LLP and Bain Capital LP STADA Arzneimittel AG Generics, OTC 12 Feb 2017 Pending 5.6

Ipsen S.A. Merrimack Pharmaceuticals Inc. - oncology assets Oncology 8 Jan 2017 Pending 1.0

Creat Group Corp. Biotest AGHaematology, clinical immunology, intensive care medicine

29 Mar 2017 Pending 1.0

Sanpower Group Co. Ltd.Valeant Pharmaceuticals Internationl Inc. - oncology assets

Oncology 9 Jan 2017 Pending 0.8

Celgene Corp. Delinia Inc. Immunology and oncology 26 Jan 2017 Pending shareholder and antitrust approval 0.8

Investor group including Giant Star Global Ltd. and Lucky Ltd.

Shandong Luoxin Pharmaceutical Group Co., Ltd.

Antibiotics, anti-viral medicines and system specific medicines

13 Mar 2017 Pending 0.3

Liu Xicheng Hainan Haiyao Co. Ltd. (10%) Stomach and intestine medicines 13 Mar 2017 Pending 0.3

Otsuka Neurovance Attention deficit hyperactivity disorder 2 Mar 2017 Pending 0.3

Generex Biotechnology Corp. Emmaus Medical Inc. (51%) Rare diseases 20 Jan 2017 Pending 0.2

TABLE 2: GLOBAL TOP DEALS ANNOUNCED IN Q1 2017, YET TO CLOSE

$ 40.3 billion

1 All numbers are in US$ billion Financial investors are italicized Figures in green are estimated values

Sources: Thomson One, KPMG Analysis

Pharmaceuticals

The deal value of the global top 10 announced deals in Q1 2017 was

$ 29.7 billionThe deal value of the global top 10 completed deals in Q1 2017 was

BIDDER TARGET THERAPY AREA DATE OF ANNOUNCEMENT VALUE1CONTINGENT

PAYMENTS1TOTAL

VALUE1

C.H. Boehringer Sohn AG & Co. KG

Sanofi S.A. - animal health business Animal health 27 Jun 2016 12.6

Takeda Pharmaceutical Company Ltd. ARIAD Pharmaceuticals Inc. Oncology 9 Jan 2017 5.2

New Huadu Industrial Group Co., Ltd.

Yunnan Baiyao Holding Co., Ltd. (50%)

Traditional Chinese medicine 30 Dec 2016 3.6

Allergan PLC LifeCell Corporation (Acelity L.P. Inc.) Regenerative tissues 20 Dec 2016 2.9

LG Corp LG Life Sciences Ltd. Growth hormones, diabetes, vaccines 6 Sep 2016 1.0

Eli Lilly and Company CoLucid Pharmaceuticals Inc. Pain management 18 Jan 2017 1.0

ICU Medical Inc. Pfizer Inc. - infusion therapy business

Injectable drugs and infusion technologies 6 Oct 2016 0.7 0.2 0.9

Eli Lilly and CompanyC.H. Boehringer Sohn AG & Co. KG – certain animal health vaccines

Animal health 5 Oct 2016 0.9

Ecolab Inc. S.A.S. Laboratoires Anios Hygiene and disinfection products 29 Jun 2016 0.8

Sumitomo Dainippon Pharma Co., Ltd. Tolero Pharmaceuticals Inc. Oncology 21 Dec 2016 0.2 0.6 0.8

TABLE 1: GLOBAL TOP DEALS COMPLETED IN Q1 2017

© 2017 KPMG AG Wirtschaftsprüfungsgesellschaft, a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. Printed in Germany. The KPMG name and the logo and are registered trademarks of KPMG International.

Page 5: Deal Capsule...TABLE 2: GLOBAL TOP DEALS ANNOUNCED IN Q1 2017, YET TO CLOSE $ 40.3 billion 1 All numbers are in US$ billion Financial investors are italicized Figures in green are

April 2017 | Deal Capsule | 5

BIDDER TARGET BUSINESS AREA DATE OF ANNOUNCEMENTTOTAL

VALUE1

Evonik Industries AGAir Products & Chemicals Inc. - performance materials operations

Performance materials 6 May 2016 3.8

CCL Industries Inc. Innovia Group Ltd. Biaxially oriented polypropylene (BOPP) films 19 Dec 2016 0.8

Nippon Paint Holdings Co., Ltd. Dunn-Edwards Corp. Paints 22 Dec 2016 0.6

Bridgepoint Advisers Group Ltd. Sapec S.A. - agro business Agrochemicals 7 Nov 2016 0.5

Investor group* Jiangsu Youli Holding Co., Ltd. (30%) Spandex (elastane) 12 Nov 2016 0.5

Berry Plastics Group Inc. AEP Industries Inc. Plastic packaging 25 Aug 2016 0.5

Asahi Glass Co., Ltd. Vinythai PCL (59%) Caustic soda, PVC, resins, epichlorohydrine 7 Dec 2016 0.3

Chemtrade Logistics Income Fund Canexus Corp. Sodium chlorate, chlor-alkali products 3 Oct 2016 0.2

Sonoco Products Co. Peninsula Packaging Company LLC Thermoformed packaging 16 Feb 2017 0.2

DIC Corp. Taiyo Holdings Co., Ltd. (20%) Printed wiring board materials, flat panel display materials 25 Jan 2017 0.2

BIDDER TARGET BUSINESS AREA DATE OF ANNOUNCEMENT DEAL STATUSTOTAL

VALUE1

PPG Industries Inc. Akzo Nobel NV Paints, coatings and specialty chemicals 9 Mar 2017 Offer rejected 26.3

Stone Canyon Industries LLC Mauser group NV Packaging technologies 7 Feb 2017 Pending 2.3

MBK Partners Ltd.Daesung Industrial Gases Co., Ltd. (Goldman Sachs-led consortium 2)

Industrial gases 24 Feb 2017 Pending 1.8

Pacific Alliance Group Ltd. Yingde Gases Group Co., Ltd. Industrial gases 9 Jan 2017 Pending 1.5

Vitol Holding BV OMV Petrol Ofisi Holding A.S. (OMV AG) Petrochemicals 3 Mar 2017 Pending 1.5

FMC Corp. DuPont Corp. - crop protection business Agrochemicals 31 Mar 2017 Pending 1.2

Henkel AG & Co. KGaAGCP Applied Technologies Inc. - packaging technologies business

Metal packaging 2 Mar 2017 Pending 1.1

Ningxia Tiangyuan Managanese Co., Ltd.

Ningxia Younglight Chemicals Co., Ltd. (GD Power Development Co., Ltd.)

Calcium carbide, lime nitrogen, dicyandiamide 23 Feb 2017 Pending (51% agreed, 49%

mandatory offer planned) 1.0

Saudi Basic Industries Corp. Saudi Petrochemical (Sabic-Shell Joint Venture) (50%) Petrochemicals 22 Jan 2017 Pending antitrust approval 0.8

PTT Global Chemical PCL HMC Polymers Co., Ltd. Polypropylene resins 16 Feb 2017 Pending 0.4

TABLE 3: GLOBAL TOP DEALS COMPLETED IN Q1 2017

TABLE 4: GLOBAL TOP DEALS ANNOUNCED IN Q1 2017, YET TO CLOSE

1 All numbers are in US$ billion Financial investors are italicized Figures in blue are estimated values

Sources: Thomson One, KPMG Analysis

ChemicalsThe deal value of the global top 10 completed deals in Q1 2017 was

The deal value of the global top 10 announced deals in Q1 2017 was

$ 7.6 billion

$ 37.9 billion

* including Wuxi Liangchuang Artificial Intelligence Investment Enterprises LP

© 2017 KPMG AG Wirtschaftsprüfungsgesellschaft, a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. Printed in Germany. The KPMG name and the logo and are registered trademarks of KPMG International.

Page 6: Deal Capsule...TABLE 2: GLOBAL TOP DEALS ANNOUNCED IN Q1 2017, YET TO CLOSE $ 40.3 billion 1 All numbers are in US$ billion Financial investors are italicized Figures in green are

6 | Deal Capsule | April 2017

While the total number of completed deals remained stable, the deal value slightly decreased in Q1 2017 versus Q1 2016. However, landmark announced deals from 2016 are yet to close and one newly announced deal broke the $20 billion mark. US and China remain the most active countries.

DEAL FOCUS AREASChemical players were particularly active in the areas of paints and coatings and plastics.

PAINTS AND COATINGSConsolidation in paints and coatings continues, following the announced $11.3 billion acquisition of The Valspar Corp. by Sherwin-Williams Co., dating back to March 2016. In Q1 2017, the deadline for its merger agreement has been prolonged to the end of June 2017.

PPG Industries Inc. made a bid for AkzoNobel NV, a global leader in paints, coatings and specialty chemicals. PPG topped its first proposal from 28 February 2017 by €7 to €90 per share (cum dividend), now offering €24.5 billion in total. Akzo has twice rejected the offer. PPG acquired the North American license to Akzo’s Dulux and Sikkens brands through its acquisition of the North American decorative coatings business for $1.1 billion in 2013. PPG expects annual run rate synergies of $750 million in the course of combining the two firms.

Japan-based Nippon Paint Holdings Co., Ltd., the fourth largest paint company worldwide, acquired Dunn-Edwards Corp. for $0.6 billion, enforcing its goal to become a global paint major. So far, Nippon has focused on automotive coatings in the US. The deal now develops its architectural paints business in the region.

Henkel AG & Co. KGaA made a $1.1 billion offer for GCP Applied Technologies Inc.’s packaging technologies business, Darex Packaging Technologies, a leading maker of sealants for beverage, food and aerosol cans. The transaction strengthens Henkel’s leading position in the adhesive technologies business and brings with it a global customer base.

ChemicalsFIGURE 7: TOP COUNTRIES IN CHEMICALS M&A Q1 2017*

AS TARGETAS ACQUIRER

Sources: Thomson One, KPMG Analysis

US GERMANY ITALYFRANCECHINA UK RUSSIAINDIAS. KOREA JAPAN

41

30 30

10 1114

610 9 10

8 97 6 6 6

4 5

46

5

FIGURE 6: PROFORMA COMBINED PAINTS AND COATINGS SALES ASSUMING COMPLETION OF PENDING DEALS

Sources: Company reports, KPMG Analysis

* Number of completed deals

23.7PPG Industries Inc./

Akzo Nobel NV

Sherwin-Williams Co./The Valspar Corp.

Nippon Paint Holdings/ Dunn-Edwards Corp.

15.5

5.1

14.2 9.5

11.3 4.2

4.7 0.4

TARGET SALES IN $ bn., 2015BIDDER SALES IN $ bn., 2015

© 2017 KPMG AG Wirtschaftsprüfungsgesellschaft, a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. Printed in Germany. The KPMG name and the logo and are registered trademarks of KPMG International.

Page 7: Deal Capsule...TABLE 2: GLOBAL TOP DEALS ANNOUNCED IN Q1 2017, YET TO CLOSE $ 40.3 billion 1 All numbers are in US$ billion Financial investors are italicized Figures in green are

April 2017 | Deal Capsule | 7

PLASTICSLast year already witnessed keen interest in the plastics industry with Westlake Chemical Corp.’s $3.8 billion acquisition of Axiall Corp. representing the second-largest deal completion in 2016. In Q1 2017, deal activity in plastics added up to more than 15% of completed chemical deals and five transactions in the Top 10 completed list.

CCL Industries Inc., a global top player in specialty label and packaging solutions, led the way by acquiring Innovia Group Ltd. for $0.8 billion. The target is a global leader in specialty biaxially oriented polypropylene (BOPP) films and banknote substrates. It adds complementary competences to CCL’s capabilities in security printing, polymer extrusion and surface engineering.

Berry Plastics Group Inc. acquired AEP Industries Inc. for $0.5 billion, accessing a highly complementary product portfolio. The deal adds more than 15,000 types of multi-purpose and flexible packaging films and 14 manufacturing facilities in USA and Canada. Annual cost synergies of approximately $50 million are expected.

Asahi Glass Co., Ltd. (AGC) completed the $0.3 billion acquisition of Vinythai PCL, strengthening its position in the Southeast Asian caustic soda and polyvinyl chloride (PVC) market, which AGC expects to grow at around 5% per year. The deal is in alignment with AGC’s growth ambitions in the region, adding production facilities in Thailand, following Indonesia and Vietnam.

By acquiring Peninsula Packaging Company LLC for $230 million, Sonoco Products Co. grows its presence in the packaging segment of fresh food products, complementing its previous focus of frozen and shelf-stable foods packaging.

Stone Canyon Industries LLC (SCI) announced the acquisition of Mauser Group NV for $2.3 billion from Clayton Dubilier & Rice LLC. SCI expands its packaging portfolio by obtaining knowledge in intermediate bulk containers, plastic and fibre packaging. Via its subsidiary BWAY Corp., SCI is already a leader in the manufacturing of rigid metal and plastic containers in North America.

FINANCIAL INVESTORSMomentum has continued from Q4 2016 with several PE houses and financial investors showing interest in the sector. Around 27 percent of completed deals has been carried out by financial investors.

Bridgepoint Advisers Group Ltd. acquired Sapec S.A.’s agrochemicals business for $0.5 billion, adding an Iberian market leader in off-patent crop protection and one of the global leaders in crop nutrition with sales in over 70 countries to its portfolio. Bridgepoint aims to leverage the target’s R&D

and regulatory capabilities to accelerate revenue growth and geographic expansion in the consolidating agrochemicals market.

Asian investors predominantly conducted domestic M&A. MBK Partners Ltd. announced the $1.8 billion acquisition of Daesung Industrial Gases Co., Ltd., enforcing its investment focus on Greater China, Japan and Korea. An investor group including Wuxi Lianchuang Artificial Intelligence Investment Enterprises LP bought a 30% stake of Jiangsu Youli Investment Holding Co., Ltd. for $0.5 billion.

CAPITAL INDEXIn Q1 2017, the Bloomberg Asia Pacific Chem Index outperformed the MSCI World Index and other regional indices with a 9.3% growth. One of the key drivers was LG Chem Ltd. with 16.2% growth.

Sources: Thomson One, KPMG Analysis

FIGURE 8: NUMBER OF COMPLETED CHEMICAL DEALS BY INVESTOR Q1 2017

FINANCIAL INVESTORSSTRATEGIC INVESTORS

73%

27%

Sources: Bloomberg, KPMG Analysis

MSCI WORLD INDEXS&P 500 CHEMICAL INDEX

BLOOMBERG EUROPE 500 CHEM INDEXBLOOMBERG ASIA PACIFIC CHEM INDEX

FIGURE 9: DEVELOPMENT OF CHEMICAL SHARE PRICES Q1 2017

JAN FEB MAR

105

110

95

100

© 2017 KPMG AG Wirtschaftsprüfungsgesellschaft, a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. Printed in Germany. The KPMG name and the logo and are registered trademarks of KPMG International.

Page 8: Deal Capsule...TABLE 2: GLOBAL TOP DEALS ANNOUNCED IN Q1 2017, YET TO CLOSE $ 40.3 billion 1 All numbers are in US$ billion Financial investors are italicized Figures in green are

The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity. Although we endeavor to provide accurate and timely information, there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future. No one should act on such information without appropriate professional advice after a thorough examination of the particular situation. Our services are provided subject to our verification whether a provision of the specific services is permissible in the individual case.

© 2017 KPMG AG Wirtschaftsprüfungsgesellschaft, a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. Printed in Germany. The KPMG name and the logo are registered trademarks of KPMG International.

BASIS OF DATA PREPARATIONValues and volumes used throughout the report are based on completion date as provided by Thomson Reuters’ database Thomson One as of 31 March 2017, extracted up to and including 3 April 2017, and supplemented by additional independent research. Data available after publication date is incorporated in subsequent editions. This edition presents revised data for the years 2010 to 2015. This report includes disclosed and undisclosed values for M&A transactions including minority stake purchases, acquisitions of remaining interest, and recapitalizations and it explicitly excludes self-tenders and spinoffs. The published numbers of deals and deal values are based on the analysis of target companies which operate in the following subsectors:

Pharmaceuticals

— Medicinal chemicals & botanical products

— Pharmaceutical preparations

— In vitro and in vivo diagnostic substances

— Biotechnology – biological products, except diagnostic substances

— Pharmaceutical wholesale

Chemicals

— Clay, kaolin, ceramic & refractory minerals

— Chemical and non-metallic mineral mining, except fuels

— Fertilizers and agricultural chemicals

— Industrial gases

— Specialty chemicals

— Chemical wholesale

— Plastics and rubber components

KPMG’s Deal Thermometer is based on financial data as provided by S&P Capital IQ of public companies in the same sector as noted above with a market capitalization at quarter end of at least a $1 billion. For the pharmaceutical sector, this comprises 203 public companies. For the chemical sector, this comprises 195 public companies.

All figures in this report are shown in US Dollars ($) unless otherwise stated.

Sources

Online databases:

— Thomson One (Thomson Reuters)

— Mergermarket

— S&P Capital IQ

— Bloomberg

— EvaluatePharma

Publications

— Various companies’ press releases

Imprint

PublisherKPMG AG Wirtschaftsprüfungsgesellschaft Tersteegenstrasse 19 - 23 40474 Düsseldorf Germany

ContactVir Lakshman * Partner, Deal Advisory Head of Chemicals & Pharmaceuticals, Germany T +49 211 475-6666 [email protected]

Christian Klingbeil Partner, Deal Advisory – Valuation T +49 89 9282-1284 [email protected]

Christian Specht Partner, Deal Advisory – M&A T +49 69 9587-2240 [email protected] AuthorsRita Duran Senior Manager, Deal Advisory Chemicals & Pharmaceuticals, KPMG in GermanyFabian Dingel Chemicals & Pharmaceuticals, KPMG in Germany

Laura Fritsche Chemicals & Pharmaceuticals, KPMG in Germany ContributorsAndy Qiu Partner, KPMG in China * Responsible according to German Law (§ 7 (2) BerlinerPresseG): Vir Lakshman

www.kpmg.de