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

2012

Published by:

In association with:

Half-yearedition

datasite.com

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03

DEAL DRIVERS – EMEA

contents

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 DataSite 51

About Merrill Corporation 51

Merrill Corporation Contacts 52

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.

04


foreword

Welcome to the half-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 throughout Europe, the Middle East and North Africa, offering a detailed analysis of specific sectors and geographies, and identifying emerging trends for the next six months.

M&A has come under intense pressure in the first two quarters of 2012, due mainly to uncertainty in the eurozone and global economic malaise. The first two quarters of 2012 closed with 2,307 announced deals worth €269bn in the EMEA region, representing an 18% decline in volume and a 10% decline in value against the same period last year. Private equity activity fell by a substantial 27% in volume and 7% in value to hit 441 transactions worth a collective €37.7bn, and exits fell 26% in volume and 33% in value to reach 254 worth €43.1bn.

Yet the underlying deal drivers have remained strong: Asian investors’ appetite for European assets, cash-heavy corporate balance sheets, attractive valuations and a renewed focus on core operations are just a handful of the factors helping M&A along at a time of shaky investor confidence.

Looking at Europe on a more granular level, volume has been tightly concentrated in the UK & Ireland (24.1%) and in the Germanic countries (17.7%), followed by France and the Nordic region. These numbers reflect the steady stream of asset sales coming from the UK’s major banks and the availability of high-quality assets in the German Mittelstand.

In terms of value, large scale M&A has come mostly from the Germanic countries (28.4%) and the UK & Ireland (25.7%), again mirroring the unique features of each market. In Germany, the US$2.4bn sale of ThyssenKrupp AG’s Inoxum to Norway-based Outokumpu Oyj stands as the largest industrial deal year to date. Likewise in the UK, the US$5.7bn sale of Royal Bank of Scotland’s aviation finance unit to Sumitomo Mitsui Financial Group Inc. of Japan marked the half-year’s largest financial services deal.

From a sector perspective, the numbers tell a familiar story: energy, mining & utilities holds the lion’s share of aggregate M&A value in Europe (32.1%), followed by financial services (11.9%) and industrials & chemicals (11.6%). It is worth noting here that the pending merger of Glencore International and Xstrata, valued at €40.3bn as this publication goes to print, helped bring M&A value in the energy, mining & utilities space to €56bn in the first quarter – the highest quarterly value on record since 2007.

The European consumer sector also stands out, though it represents only a slim 3.1% slice of aggregate deal value. The €9.0bn acquisition of Pfizer Nutrition by Nestle SA, which aims to strengthen Nestle’s presence in China, demonstrates strategic acquirers’ desire to access emerging markets. Meanwhile, bucking the trend of lacklustre private equity exits, some of the past year’s most noteworthy consumer deals have been sourced from private equity portfolios. These include Molson Coors Brewing Company’s €2.7bn acquisition of Czech brewery StarBev LP from UK-based CVC Capital Partners, and China-based Bright Food Group’s €886m purchase of a 60% stake in Weetabix Limited from Lion Capital.

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

05


emea Heat cHart

While M&A remains suppressed across the EMEA region, the H1 2012 mergermarket heat chart, which tracks ‘companies for sale’ stories, adds credence to expectations for an uptick in M&A over the next six months.

Central & Eastern Europe (CEE) remains the hottest region. With strong growth prospects and rapid evolution across a range of sectors, the area is ripe for dealmakers. As businesses seek to drive growth amidst a stagnant Western European economy, the number of corporate and financial acquirers shopping in the east of Europe should expand in line with the opportunities.

The UK & Ireland and Germanic countries follow CEE once again, a trend which reflects the surprising buoyancy of the M&A markets in these territories. Transportation M&A is hottest in CEE, Nordic and Germanic regions, with many diversified industrial groups looking to pull out of the space and focus on core business lines. Similar drivers are fuelling M&A buzzes in the UK’s Business Services sphere, where the number of private equity exits is also ramping up.

Turning to the Middle East & Africa, the extractive industries in the energy sector have historically been the hottest Heat Chart tiles. However, TMT took the number one spot over H1 2012, an exciting development which suggests a widening of opportunities for local and overseas buyers. The Pharma, Medical & Biotech space is also warming up, suggesting major industry players with an appetite for geographic expansion will find ample opportunity in the Middle East

CEE (excl. Russia)

Germanic UK & Ireland

Italy Nordic France Russia SEE Benelux Iberia Middle East & North Africa

total

Consumer 135 127 81 102 50 71 42 40 30 30 21 729

Industrials and Chemicals 124 162 68 90 54 70 37 44 22 26 22 719

TMT 98 102 107 38 65 68 40 25 49 46 63 701

Energy/Mining/Utilities 116 57 84 33 47 17 45 23 19 20 24 485

Pharma/Med/Biotech 38 72 56 24 41 21 5 15 12 13 31 328

Business Services 40 38 70 16 42 35 14 14 29 16 7 321

Financial Services 56 36 64 32 16 12 25 25 19 17 13 315

Leisure 36 25 61 23 12 6 15 19 7 23 12 239

Transportation 50 22 20 16 27 10 20 24 18 11 9 227

Construction 45 18 17 8 13 17 13 9 9 19 8 176

realestate 17 18 15 9 2 3 9 6 9 1 11 100

Agriculture 21 5 2 1 3 1 9 3 1 - 4 50

Defence 1 - 11 - 2 4 - - 1 19

Other - 1 - - 2 3 - - 3 9

Government 3 - - - 1 1 - 5

grand total 780 683 656 392 372 333 276 255 225 222 229 4,423

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 30/06/2012. 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

With 2,484 deals worth €286bn in H1 2012, compared to 2,982 deals worth €319bn in H1 2011, EMEA M&A is down 17% and 10% in volume and value. In the absence of a lasting solution to Europe’s debt crisis, dealmaking remains in a lull. A close look at the breakdown of activity across the region reveals that the slowdown is not ubiquitous, however. In comparison with the same period a year earlier, the UK and Germany witnessed increased M&A volume and value in the first six months of 2012. M&A volume and value are up by 9% and 56%, in the UK and by 4% and 39% in Germany. Divestments, consolidation, corporate re-organisation and a prevailing view that valuations are attractive are all drivers behind the buoyant activity in these markets.

Inbound activity remains strong in both countries, partly thanks to the perceived lower risk of acquiring in these countries compared to their neighbours. Inbound activity by Asian and Middle Eastern buyers has increased marginally over the past six months, but remains highly selective, with some advisers commenting that they expect acquisitions to increase as valuations continue to slide. Domestically, the need to stimulate growth amidst stalling economic conditions is a key deal driver, with the case for deals that will act as a catalyst for product diversification or regional expansion as strong as ever.

In Germany, a group of investors composed of Macquarie, Abu Dhabi Investment Authority, Meag Munich Ergo Asset Management and British Columbia Investment Management, spent €2,9bn on Open Grid Europe, a natural gas transmission service in a deal which characterises the kind of long-term purchases that are particularly attractive to financial investors at present. The deal also represents a key milestone for E.ON in reducing its debt burden and ability to invest in growth businesses – particularly those located in emerging markets.

Broadly speaking, Energy, Mining & Utilities M&A remains a flowing source of large-cap transactions. Dealmaking in the sector saw a 38% increase in total value in H1 2012,

a rise that was tempered by a 32% drop in volume. Much of the value rise can be attributed to the ongoing all-share merger between Xstrata and Glencore for €40bn. Given the volatility of European stock markets, business leaders are likely to remain cautious of transacting equity deals such as this one, being, as they are, subject to ever greater shareholder scrutiny in the current market. Nevertheless, the deal’s successful completion could herald defensive moves from competitors looking to increase their economies of scale.

Although the EMEA M&A landscape reflects the challenging economic conditions and almost every sector has seen a decline in either M&A volume or value in H1 2012, there remain bright spots. Year on year, Real Estate M&A was up 17% and 7% in volume and value. Interestingly, the top four European Real Estate deals in the first half of the year were all divestments by European banks - fallout from the drive to achieve Tier 1 ratios of 9% by 2013 as required by Basel III regulations. In March, BNP Paribas sold a 28.7% stake in French commercial property firm Klepierre to US-based real estate group SPG for €1.5bn, and in February, Barclays sold German-based BauBeCon for €1.2bn to residential property firm Deutsch Wohnen. In another deal, Deutsch Kreditbank divested DKB Immobilien for €960m to TAG Immobilien.

Turning to private equity, the first half saw relatively low levels of buyout activity compared to recent years, with 441 deals worth €37.7bn brokered. The slump is due principally to the scarcity of attractive targets, as well as heightened uncertainty causing inertia amongst investors. Exit activity has been more buoyant, with 254 deals worth €43bn in H1 2012 - though this marks a considerable reduction compared to H1 2011, exits have seen quarterly rises since the final quarter of last year.

Nevertheless, the largest private equity exit of the first six months is somewhat of a coup for KKR, in that it dispels concerns over the highly leveraged, top-of-the-market 2007 buyout of Boots by returning 2.7 times original investment (assuming

the full sale to Walgreens completes in three years). The deal, announced in June, sees the US pharmacy purchase a 45% stake in Swiss-based Alliance Boots for €5.3bn, with the option to purchase the remaining 55% stake in three years. KKR is also taking a large chunk of the consideration in Walgreens shares, evidence perhaps of increasing confidence in the trajectory of the New York Stock Exchange. The deal also illustrates the positive temperament of corporate acquirers in the healthcare space – an area which has displayed resilience to the decline in M&A, largely thanks to pace of change and international growth in the industry.

In terms of private equity buyouts, the largest transaction in EMEA over the first six months of the year was an infrastructure deal in Portugal. UK-based infrastructure investment group, Arcus Infrastructure Partners (backed by Brisa shareholders Grupo Jose de Mello and Arcus) spent €4.2bn acquiring Brisa-Auto Estradas de Portugal, which is the largest highway management group in Portugal. The rationale for the deal is likely to be a combination of the relative security of the investment and the suppressed valuations in Portugal. On a general point, infrastructure investment across Europe is a hot area at present, as investors seek the most promising havens for their cash.

07

DEAL DRIVERS – EMEA - ALL SECTORS

all sectorsToP 20 ANNoUNCED DEAlS For yEAr ENDINg

Announced date

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

07-Feb-12 P Glencore International plc Xstrata Plc (65.92% Stake) Energy, Mining & Utilities 40,319

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

23-Apr-12 P 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

06-May-12 P Electricite de France SA Edison International SpA Energy, Mining & Utilities 5,795

17-Jan-12 P Sumitomo Mitsui Financial Group Inc

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

5,732

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

19-Jun-12 P 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 P United Parcel Service Inc TNT Express NV Transportation 5,167

27-Jun-12 C Fondo de Reestructuracion Ordenada Bancaria

Bankia SA (45.5% Stake) Financial Services 4,456

25-Apr-12 P Watson Pharmaceuticals Inc Actavis Group hf Pharma, Medical & Biotech 4,400

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

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

Transportation 4,222

30-Mar-12 C Camargo Correa SA Cimpor Cimentos de Portugal SGPS SA Construction 4,067

15-Mar-12 P Cisco Systems Inc NDS Group Limited TMT Permira; and News Corporation

3,823

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

30-May-12 P Cassa depositi e prestiti spa Snam SpA (30% Stake) Energy, Mining & Utilities Eni SpA 3,517

22-May-12 P SAP AG Ariba Inc TMT 3,385

31-May-12 C Sara Lee Corporation (Shareholders)

D.E MASTER BLENDERS 1753 BV Consumer Sara Lee Corporation 3,160

C= Completed; P= Pending; L= Lapsed

all sectorsToP 20 ANNoUNCED DEAlS For yEAr ENDINg 30 jUNE 2012 - EUroPEAN All SECTorS

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

H1 2012201120102009200820072006

315217483

1,572

1,060

2,545 2,813

1,166

1,638

468262354

202

355

1,264

877

179

2,6922,085

2,676

200272

838

728

219

348

94

1,399

254

311

950

683

3,138

215

694

552

11085

131

13478

164

VALUE VOLUME

0

100

200

300

400

500

600

700

800

900

1,000

1,100

1,200

H1 2012201120102009200820072006

703.0

78.5

75.462.6

9.5 10.5 7.9 4.7 6.0 5.6 2.1

67.374.5

93.1

867.5

502.7

61.957.351.1 34.2

28.4 35.843.845.5

355.7361.1

202.4

28.113.822.7

58.850.641.0

30.4

234.3

Valu

e (€

bn)

Volu

me

>€501m

€251m - €500m

€101m - €250m

€15m - €100m

€5m - €14.9 >€501m

€251m - €500m

€101m - €250m

€15m - €100m

€5m - €14.9

Value not disclosed

qUArTErly M&A ACTIVITy - All SECTorS

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

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

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

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

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

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

North American bidder acquiring a European target

European bidder acquiring a North American target

Total North American/ European deals

0

10,000

20,000

30,000

40,000

50,000

60,000

70,000

80,000

90,000

100,000

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

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.

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

25.7%

28.4%3.7%

7.6%

6.7%

8.7%

9.4%2.3%

7.5%

24.1%

17.7%

11.3%5.7%

9.0%

13.6%

10.7%2.7%

5.2%

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

11.6%

11.9%

3.4%

10.1%

10.4%

1.7%

5.9%

6.0%

32.1%

3.2% 3.3%

0.1% 0.2%

23.7%

7.5%

11.6%

16.4%

14.5%

3.1%

3.8%

5.9%

6.5%

3.6%

2.1% 0.3%1.1%

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


H1 2011

H1 2012

Company Name Value (M) EUR

Number of Deals

4 1 Morgan Stanley 130,320 63

3 2 Deutsche Bank 124,081 58

1 3 Goldman Sachs 120,317 71

5 4 Barclays 112,161 42

7 5 JPMorgan 99,655 52

8 6 Rothschild 72,027 96

9 7 Bank of America Merrill Lynch 69,254 37

6 8 Citigroup 64,645 27

10 9 Lazard 63,860 51

13 10 BNP Paribas 62,228 22

2 11 Credit Suisse 58,678 31

16 12 Nomura Holdings 57,711 21

15 13 UBS Investment Bank 25,646 39

11 14 HSBC 21,677 22

43 15 Rabobank 18,220 19

27 16 Centerview Partners 18,115 3

12 17 SG 13,022 24

38 18 RBC Capital Markets 12,540 12

36 19 Leonardo & Co 10,874 17

- 20 Gleacher & Company 10,346 2

H1 2011

H1 2012


Number of Deals




1 4 KPMG 3,095 62


3 6 PwC 3,343 56

5 7 Deloitte 2,619 55

13 8 JPMorgan 99,655 52

10 9 Lazard 63,860 51

20 10 Barclays 112,161 42



4 13 Ernst & Young 2,070 32


15 15 Citigroup 64,645 27

17 16 M&A International 361 26

21 17 DC Advisory Partners 2,278 25

18 18 SG 13,022 24

27 19 Jefferies & Company 6,159 23

14 20 BNP Paribas 62,228 22

H1 2011

H1 2012


Number of Deals

9 1 Clifford Chance 121,057 93

1 2 Freshfields Bruckhaus Deringer 97,976 77

2 3 Linklaters 85,722 99

20 4 Skadden Arps Slate Meagher & Flom 55,791 35

175 5 King & Wood Mallesons 55,475 6

4 6 Allen & Overy 43,109 68

8 7 Cleary Gottlieb Steen & Hamilton 41,989 30

3 8 Sullivan & Cromwell 36,034 18

6 9 Simpson Thacher & Bartlett 31,929 14

14 10 Weil Gotshal & Manges 25,544 25

73 11 A&L Goodbody 25,186 12

45 12 Kirkland & Ellis 24,965 18

29 13 Davis Polk & Wardwell 24,304 14

18 14 Hengeler Mueller 17,131 29

12 15 Cravath Swaine & Moore 16,782 6

7 16 Wachtell, Lipton, Rosen & Katz 16,684 7

89 17 Gibson Dunn & Crutcher 16,632 13

79 18 Greenberg Traurig 16,545 6

5 19 Shearman & Sterling 16,517 19

24 20 Baker & McKenzie 16,474 54

H1 2011

H1 2012


Number of Deals




5 4 Allen & Overy 43,109 68

6 5 DLA Piper 15,129 64

3 6 CMS 2,209 60


8 8 Hogan Lovells 11,802 49

10 9 White & Case 15,418 47

11 10 Jones Day 13,041 45

13 11 Eversheds 8,930 37


9 13 Latham & Watkins 11,715 35

14 14 Ashurst 8,998 35

18 15 Pinsent Masons 2,439 33

25 16 Mannheimer Swartling 812 31



15 19 Loyens & Loeff 9,912 29

17 20 SJ Berwin 2,018 29

The financial adviser league tables by value and volume have been run from 01/01/2012 to the 30/06/2012, 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 30/06/2012 and include lapsed and withdrawn deals. The tables are pan-European and cover all sectors.

12


all sectorsFINANCIAl ADVISErS - MID-MArKET

lEgAl ADVISErS - MID-MArKET



H1 2011

H1 2012


Number of Deals


8 2 JPMorgan 2,490 15





5 7 PwC 1,552 19




10 11 Citigroup 1,109 8

2 12 KPMG 1,051 17

6 13 Lazard 1,013 9

26 14 Lincoln International 989 8

25 15 Barclays 940 7

41 16 Investec 934 14

31 17 SEB Enskilda 921 9

22 18 Mediobanca 872 6

4 19 BNP Paribas 870 6

18 20 DC Advisory Partners 794 8

H1 2011

H1 2012


Number of Deals


4 2 PwC 1,552 19

2 3 KPMG 1,051 17

11 4 JPMorgan 2,490 15


19 6 Investec 934 14


3 8 Deloitte 644 13



5 11 Ernst & Young 589 12

84 12 Cenkos Securities 200 11



9 15 Lazard 1,013 9


14 17 Citigroup 1,109 8



43 20 Grant Thornton Corporate Finance 265 8

H1 2011

H1 2012


Number of Deals




6 4 DLA Piper 1,526 23

11 5 White & Case 1,471 15

18 6 Travers Smith 1,459 18

16 7 CMS 1,451 17

3 8 Allen & Overy 1,438 14






94 14 Debevoise & Plimpton 1,044 7

52 15 Olswang 1,032 14

91 16 Wikborg Rein & Co 902 7

40 17 Norton Rose 894 9

26 18 Mayer Brown 878 8

71 19 Gide Loyrette Nouel 808 5

72 20 Roschier 796 6

H1 2011

H1 2012


Number of Deals




2 4 DLA Piper 1,526 23


5 6 CMS 1,451 17


12 8 White & Case 1,471 15

4 9 Allen & Overy 1,438 14

26 10 Olswang 1,032 14


9 12 Jones Day 779 13

22 13 Osborne Clarke 352 12


11 15 Ashurst 759 11

6 16 Eversheds 636 11

13 17 SJ Berwin 537 11

8 18 Baker & McKenzie 704 10

- 19 Herbert Smith 633 10

48 20 Macfarlanes 599 10

The financial adviser mid-market league tables by value and volume have been run from 01/01/2012 to the 30/06/2012, excluding lapsed and withdrawn deals. The tables are pan-European and cover all sectors. The tables capture deals between €10m and €250m.

The legal adviser mid-market league tables by value and volume have been run from 01/01/2012 to the 30/06/2012 and include lapsed and withdrawn deals.The tables are pan-European and cover all sectors. The tables capture deals between €10m and €250m.

13


all sectorsPr ADVISErS

Pr ADVISErS - MID-MArKET



H1 2011

H1 2012


Number of Deals

1 1 Brunswick Group 73,808 69

4 2 RLM Finsbury 72,875 34

2 3 FTI Consulting 58,939 73

- 4 Aura Financial 40,319 1

- 5 Stockwell Communications 40,319 1

7 6 Hering Schuppener Consulting (AMO) 17,344 15

3 7 Kekst and Company (Publicis Groupe) 16,962 18

6 8 Euro RSCG C&O (AMO) 16,030 21

9 9 Maitland (AMO) 14,763 30

13 10 Citigate 13,619 41

24 11 Sard Verbinnen & Co 12,305 8

23 12 Joele Frank Wilkinson Brimmer Katcher 10,787 12

17 13 Barabino & Partners 10,572 20

31 14 Hill + Knowlton Strategies 9,428 14

8 15 Abernathy MacGregor Group (AMO) 8,221 13

14 16 Capital MSL (Publicis Groupe) 7,563 9

15 17 CNC 6,729 15

66 18 Powerscourt 5,810 8

5 19 LLORENTE & CUENCA (AMO) 5,804 5

- 20 Hinton & Associates 5,554 1

H1 2011

H1 2012


Number of Deals



3 3 Citigate 13,619 41


5 5 Maitland (AMO) 14,763 30

6 6 Euro RSCG C&O (AMO) 16,030 21

9 7 Barabino & Partners 10,572 20

21 8 College Hill 798 19

17 9 Kekst and Company (Publicis Groupe) 16,962 18

7 10 MHP Communications 328 17

14 11 Hering Schuppener Consulting (AMO) 17,344 15

18 12 CNC 6,729 15

13 13 Tulchan Communications 2,523 15

19 14 Hill + Knowlton Strategies 9,428 14

12 15 Abernathy MacGregor Group (AMO) 8,221 13

31 16 Image Sept 3,006 13

26 17 Joele Frank Wilkinson Brimmer Katcher 10,787 12

16 18 M:Communications 4,135 12

48 19 Redleaf Polhill 393 12

34 20 CityPress PR 354 11

H1 2011

H1 2012


Number of Deals



20 3 CNC 1,045 7

5 4 Maitland (AMO) 1,043 13


2 6 Citigate 858 13

13 7 Kekst and Company (Publicis Groupe) 802 4

14 8 Joele Frank Wilkinson Brimmer Katcher 705 6

17 9 Merlin Financial Communications 686 6

18 10 Tulchan Communications 617 8

11 11 Euro RSCG C&O (AMO) 574 5

12 12 Publicis Consultants (Publicis Groupe) 539 5

9 13 Abernathy MacGregor Group (AMO) 532 3

16 14 Barabino & Partners 503 8

- 15 Greenbrook Communications 458 2


15 17 Image Sept 413 4


10 19 M:Communications 363 4


H1 2011

H1 2012


Number of Deals



5 3 Maitland (AMO) 1,043 13

2 4 Citigate 858 13


6 6 MHP Communications 296 10



20 9 Tulchan Communications 617 8

14 10 Barabino & Partners 503 8

22 11 CNC 1,045 7

19 12 Joele Frank Wilkinson Brimmer Katcher 705 6

12 13 Merlin Financial Communications 686 6


8 15 Pelham Bell Pottinger 244 6

7 16 Euro RSCG C&O (AMO) 574 5

17 17 Publicis Consultants (Publicis Groupe) 539 5

18 18 Kekst and Company (Publicis Groupe) 802 4

30 19 Image Sept 413 4

10 20 M:Communications 363 4

The PR adviser mid-market league tables by value and volume have been run from 01/01/2012 to the 30/06/2012 and exclude lapsed and withdrawn deals.The tables are pan-European and cover all sectors. The tables capture deals between €10m and €250m.

The PR adviser league tables by value and volume have been run from 01/01/2012 to the 30/06/2012 and exclude lapsed and withdrawn deals.The tables are pan-European and cover all sectors.

14

DEAL DRIVERS – EMEA - FINANCIAL SERVICES

financial services

If 2011 appeared to offer little in the way of cheer and optimism, the first six months of 2012 have done little to alter the mood. Standout figures show that €32.1bn worth of deals within the Financial Services sector were made during the first two quarters of this year compared to €42.7bn in the comparative period six months earlier. While the dip is somewhat unsurprising, the nature of the transactions is something that is likely to continue for the remainder of the year. With macro elements looking set to dictate the pace and style of M&A for some time to come and the sector is looking more fragile than ever, aggressive acquisition strategies look set to remain a thing of the past for the large part as distressed sales look set to take centre stage once more. The first half of the year provided a number of €1bn-plus deals, with the majority resulting from distressed or enforced sales. RBS continued its required divestment plan with the sale of its Aviation Capital business to Sumitomo Mitsui Financial for €5.7bn – by far the largest deal seen in the sector during the year so far. And with until the end of 2013 to finish offloading assets, as required by the European Commission’s ruling for accepting its 2009 bailout, RBS still has the likes of its insurance arm to be disposed of. That alone is likely to fetch in the region of €4bn. Spain’s Bankia became the highest profile casualty of the country’s travails this year, climaxing in a €4.4bn bailout by Fondo de Reestructuracion Ordenada Bancaria (FROB) - the Spanish fund set up by its government to help companies restructuring. FROB received a 45.5% stake in the bank in exchange for the €4.4bn. Given the country’s fragile condition, it could be safe to assume that similar rescue packages may be handed out as the year goes on. With wider issues, such as the sovereign debt crisis and related spiralling eurozone problems, dominating much of the landscape throughout 2012, M&A is unlikely to be driven by much else aside. These factors

will likely prompt companies to review divestments as a consequence. The spotlight is shining brighter than ever on the Financial Services sector with each Libor scandal and money laundering probe dominating the headlines. These have, in large part, led to a widespread introduction of new regulatory measures due to be enforced over the next few years. Basel III, Solvency II and the Retail Distribution Review – concerning the banking, insurance and wealth management sectors, respectively - are all due to be implemented over the next year and will likely lead to increased M&A activity as companies look to shore up their balance sheets in preparation for the regulatory onslaught.

Companies, including ING and Aviva, among others, have already partially announced widespread divestment plans, while others continue with their own sell-offs. The Franco-Belgian financial institutions group, Dexia, for example, was responsible for three of the top deals on the sell-side during the opening period of this year after being bailed out by a Belgian, French and Luxembourg joint effort. Its divestments this year alone amount to more than €4.5bn and it is nearing a sale of its asset management business, which could net between €500m-€750m. Last year it also sold its Belgian retail arm to the Government for €4bn.

As is expected with Dexia’s asset management division, Asia appears to be one of the few regions in any position to take advantage of desperate European Financial Services companies looking to sell. Asia’s key position not only includes buying up, or at least looking at, European businesses on the block, but it is also where a number of Western companies are looking to exit. The scaling back of ‘non-core’ businesses has a hefty inclusion of Asia-Pacific divisions that were built and established by European firms throughout the boom period. These are now looking as if they will provide much of the M&A interest over the coming months. China’s largest brokerage, Citic Securities, has recently agreed to buy Credit Agricole’s Asia broking business, CLSA, for a total of just over €1bn, for example.

Beyond a collapsing economy, banking scandals and sweeping regulatory changes, it could look at first glance as though M&A opportunities are sparse to say the least. But with the volume of distressed and enforced sales ongoing and coming up, there remains a hive of activity throughout the sector and its sub-sectors. In the early part of 2012 and all throughout last year, exchange consolidation played a critical role in a lot of deals. Many of these proposed transactions failed to materialise through a combination of anti-trust and nationalistic opposition, but that is not to say this particular sub-sector cannot be revitalised. London Metal Exchange recently agreed a €1bn sale to Hong Kong Exchanges and Clearing, and the London Stock Exchange seems eager to put aside its disappointment of not tying up with Canada’s TMX Group last year by agreeing to buy a 60% stake in LCH. Clearnet for €495m, as well as snapping up 50% of the FTSE Index from Pearson Group for €575m. It is also rumoured to be considering a tie up with Singapore Exchange.

Opportunities will present themselves, through whatever means as Europe struggles to cope under mounting economic pressure. And prospects for growth and diversification are never likely to be far away.

By paul Francis-Grey

15


financial servicesToP 15 ANNoUNCED DEAlS For yEAr ENDINg 30 jUNE 2012 - EUroPEAN FINANCIAl SErVICES SECTor

Announced Date

Status Bidder Company Target Company Vendor Company Deal Value (€m)

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

27-Jun-12 C Fondo de Reestructuracion Ordenada Bancaria Bankia SA (45.5% Stake) 4,456

08-Jun-12 P Sberbank Denizbank AS Dexia SA 2,816

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; Gaztek; and New Financial Technologies (Novfintekh)

Gazprombank OAO (18.48% Stake) 2,193

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

28-Feb-12 P Bank Zachodni WBK SA Kredyt Bank SA 1,028

26-Jun-12 P Fondo de Reestructuracion Ordenada Bancaria Banco de Valencia SA (90.89% Stake) 998

26-Mar-12 C CaixaBank SA Banca Civica SA 977

03-Apr-12 C Royal Bank of Canada RBC Dexia Investor Services (50% Stake) Dexia SA 838

07-Mar-12 P Shlomo Eliahu Holdings Ltd Migdal Insurance and Financial Holdings Ltd (69.1% Stake)

Assicurazioni Generali SpA 835

22-May-12 C BlackRock Inc BlackRock Inc (4.56% Stake) Barclays Plc 785

20-Jan-12 C Talanx AG; and Meiji Yasuda Life Insurance Company

Towarzystwo Ubezpieczen i Reasekuracji WARTA SA

KBC Groep NV 770

05-Apr-12 P Precision Capital; and The Grand Duchy of Luxembourg

Banque Internationale a Luxembourg SA (99.91% Stake)

Dexia SA 730

24-Jan-12 P Banco Davivienda SA HSBC Costa Rica; HSBC El Salvador; and HSBC Honduras SA

HSBC Holdings plc 614


16


financial servicesMIx oF DEAlS By gEogrAPHIC rEgIoN

VALUE VOLUME

UK & Ireland

germanic

France

Italy

Iberia

Benelux

Nordic


other

34.3%

8.7%

1.4%2.6%

23.5%

3.0%

1.8%

15.0%

9.7%

34.5%

9.2%

5.7%5.7%

9.8%

6.3%

12.6%

12.6%

3.4%

qUArTErly TrENDS

Valu

e (€

m)

Volu

me

VALUE VOLUME

0

10,000

20,000

30,000

40,000

50,000

60,000

70,000

80,000

90,000

100,000

110,000

120,000

130,000

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

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


H1 2011

H1 2012


Number of Deals



2 3 Barclays 11,466 9


9 5 JPMorgan 6,684 5

52 6 HSBC 6,459 6

- 7 Royal Bank of Scotland Group 5,732 1


26 9 Credit Agricole CIB 4,456 1



7 12 SG 3,032 6

23 13 Sberbank 2,849 2

92 14 Gazprombank 2,193 1

5 15 Citigroup 2,077 5

- 16 Moelis & Company 1,792 2


37 18 Evercore Partners 1,344 7

25 19 Deloitte 1,110 8

- 20 RBC Capital Markets 1,008 4

H1 2011

H1 2012


Number of Deals





16 5 Barclays 11,466 9

11 6 Deloitte 1,110 8

12 7 Evercore Partners 1,344 7

36 8 HSBC 6,459 6

17 9 SG 3,032 6

24 10 Canaccord Genuity 130 6

4 11 KPMG 10 6

21 12 JPMorgan 6,684 5


30 14 Lazard 406 5

15 15 PwC 41 5


- 17 RBC Capital Markets 1,008 4




H1 2011

H1 2012


Number of Deals


81 2 McCann FitzGerald 5,764 3

30 3 A&L Goodbody 5,740 3

19 4= Milbank Tweed Hadley & McCloy 5,732 1

- 4= Nagashima Ohno & Tsunematsu 5,732 1


32 7 Allen & Overy 4,737 13

10 8 White & Case 3,913 5


- 10 Taboglu & Demirhan 2,816 1


5 12 Uria Menendez 2,108 5

82 13 Jones Day 1,881 4




26 17 DLA Piper 1,072 3

70 18 Machado Meyer Sendacz e Opice 1,005 3

- 19 Broseta Abogados 998 1

9 20 Hengeler Mueller 994 3

H1 2011

H1 2012


Number of Deals



3 3 Allen & Overy 4,737 13





9 8 White & Case 3,913 5

22 9 Uria Menendez 2,108 5



21 12 Ashurst 600 5

28 13 Debevoise & Plimpton 527 5


43 15 Jones Day 1,881 4


10 17 Hogan Lovells 115 4

173 18 Pinsent Masons 64 4

66 19 McCann FitzGerald 5,764 3

5 20 A&L Goodbody 5,740 3

The financial adviser league tables by value and volume have been run from 01/01/2012 to the 30/06/2012 and include lapsed and withdrawn deals.The tables are pan-European and cover the Financial Services sector.

The legal adviser league tables by value and volume have been run from 01/01/2012 to the 30/06/2012, excluding lapsed and withdrawn deals. The tables are pan-European and cover the Financial Services sector.

18

DEAL DRIVERS – EMEA - INDUSTRIALS & CHEMICALS

INDUSTrIAlS & CHEMICAlS

industrials & cHemicals

Concerns over some of the continent’s largest markets for automotive and fears a sudden currency change in the Euro area might materialise have precipitated a massive reduction in declared investment in European industrials. Although there was an 8.2% rise in European industrials M&A activity in the first quarter to 304 deals, total declared investment more than halved to €12.5bn from €25.4bn in the same period last year. Second quarter results were little better as investment fell by a third and activity by nearly a quarter to 242 transactions worth €18.8bn.

A significant amount of the money that was around in the Industrials and Chemicals sector in the first six months of 2012 was directed towards the electrical engineering and equipment sector and was spent back and forth across the Atlantic. US group Eaton proposed the biggest European industrial deal in the first half with a US$1.8bn takeover offer of Ireland-headquartered Cooper Industries in May. At the same time, Swiss engineering group ABB closed its €2.8bn for US power engineer Thomas & Betts, a deal which mergermarket sources speculated could see the disposal of the latter’s electricity substation frames and power line pylons division Meyer as ABB consolidates its US low voltage operations under the Thomas & Betts brand.

UK industrial holding Melrose’s US$2.8bn (€2.2bn) offer for German smart metering group Elster completed the trio of energy engineering product deals and, taken along with German engineering group Robert Bosch’s smaller €882m acquisition of the North Carolina-based industrial automation group SPX, might be hailed as the beginning of an acquisition spree in the sector. But a German banker who worked on the Elster deal suggests high valuations for such European targets mean such transactions were essentially a flash in the pan. While the likes of US manufacturers Sensus, Itron and Badger might make small sub €100m deals in the coming months, the banker reasoned, the much-touted frenzy of foreign investment into European smart metering could turn into a

damp squib. “Everybody thought that after the Landis+Gyr acquisition, Toshiba would be around many of the other players,” the banker said. “But this didn’t happen”.

Thyssenkrupp’s €2.4bn disposal of its flat steel division Inoxum to Finnish steel group Outokumpu is arguably more typical of the general tone of EMEA deals in the first half of the year as a key transaction in the totemic German industrial group’s attempt to sort out its balance sheet. Thyssenkrupp still has more to sell this year and opinion is divided on whether the creditors will continue to give the company the benefit of the doubt now the recession has proved to be so prolonged. A disposal or listing of its crown jewel Elevator division would, some say, be the antidote to all problems and produce a much leaner organisation though others ask what would be left after such a deal.

Restructuring was also evident in the Nordic pulp, paper and packing deal with Swedish Cellulosa selling SCA Packaging to UK packaging group DS Smith for €1.6bn as part of a series of deals through which the Swedish group hopes to become more consumer facing. Swedish packaging groups Billerud and Korsnas meanwhile did their own €1.3bn deal to create a packing group better able to compete internationally.

With Boston-based fine chemicals group Cabot’s €875m acquisition of Dutch carbon products group Norit bringing up the lower end of the table, the automotive sector might well have been absent from the first half were it not for Audi’s €883m acquisition of iconic Italian motorcycle company Ducati. But the completion of Audi parent Volkswagen’s acquisition of German sports car maker Porsche next month has already seen suppliers scour the continent for targets that will give them access to what will shortly be the largest automotive group in the world.

Those who do not have a German operation are under pressure to get one or to build critical mass, which can supply parts and services in the kind of volumes and from the locations which Volkswagen-Porsche can demand. A German banker who worked

on the Volkswagen-Porsche deal noted that niche players with sales of €200m to €300m will undergo the greatest pressures for consolidation. The French government-backed fund FMEA is actively encouraging first and second-tier suppliers to create national champions able to conquer market shares in Germany through acquisitions, according to industry sources. Automotive analysts also highlighted that components manufacturers such as Plastivaloire in France and Sogefi in Italy are circling around coveted German targets, but are far from completion due to high valuation of the assets. In the heavyweight league, Mahle is expected to clinch the takeover of Behr though a European Commission investigation into alleged competition restricting practices among automobile thermal system makers.

By Thomas Williams and Riccardo Ghia

19


Announced date

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

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

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

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

29-Jun-12 P Melrose Plc Elster Group SE Rembrandt Holdings SA 2,219

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

Svenska Cellulosa Aktiebolaget SCA 1,600

20-Jun-12 P Billerud AB Korsnas AB Investment AB Kinnevik 1,296

24-Jan-12 P Robert Bosch GmbH SPX Service Solutions SPX Corporation 882

21-Jun-12 P Cabot Corporation Norit NV Doughty Hanson & Co; and Euroland Investments BV

875

18-Apr-12 P AUDI AG Ducati Motor Holding SpA Investindustrial SpA; and BS Private Equity 860

14-Feb-12 P Glory Ltd Talaris Limited The Carlyle Group LLC 777

18-Apr-12 C Tenaris SA Confab Industrial SA (59.39% Stake) 599

11-Jan-12 C Novo A/S Chr. Hansen A/S (25.66% Stake) PAI Partners 557

08-Feb-12 C Mexichem SAB de CV Wavin NV (98% Stake) 523

10-Jan-12 C Royal Bank of Scotland Group Plc; Strategic Value Partners LLC; and Shandong Heavy Industry Group Co Ltd

Ferretti SpA Ferretti Holding SpA 519

27-Jan-12 C Sany Heavy Industry Co Ltd; and CITIC Capital Partners Limited

Putzmeister Holding GmbH 500


industrials & cHemicalsToP 15 ANNoUNCED DEAlS For yEAr ENDINg 30 jUNE 2012 - EUroPEAN INDUSTrIAlS & CHEMICAlS SECTor

20


industrials & cHemicalsMIx oF DEAlS By gEogrAPHIC rEgIoN

VALUE VOLUME

UK & Ireland

germanic

France

Italy

Iberia

Benelux

Nordic


other

39.2%

18.7%

5.0%

7.9%

0.8%

6.6%

16.3%16.3%

5.1% 0.5%15.2%

27.8%

13.4%

6.8%

4.0%

7.5%

13.4%

9.0%2.9%

qUArTErly TrENDS

VALUE VOLUME


0

10,000

20,000

30,000

40,000

50,000

60,000

70,000

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

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



Valu

e (€

m)

Volu

me


21


industrials & cHemicalsFINANCIAl ADVISErS


lEgAl ADVISErS


H12011

H1 2012


Number of Deals





7 5 JPMorgan 7,886 6




8 9 Lazard 4,343 14

52 10 Macquarie Group 3,552 6

11 11 Nordea Corporate Finance 3,110 6

31 12 Handelsbanken Capital Markets 2,966 3

79 13 MCF Corporate Finance 2,384 4

40 14 Perella Weinberg Partners 2,384 2

35 15 SEB Enskilda 2,180 5

5 16 Barclays 1,328 3

- 17 Erneholm & Haskel 1,296 2

37 18 KPMG 1,291 13

26 19 Banca IMI/Intesa Sanpaolo 863 3

14 20 UBS Investment Bank 628 8

H12011

H1 2012


Number of Deals

1 1 PwC 592 17


5 3 Lazard 4,343 14

4 4 KPMG 1,291 13


7 6 Deloitte 61 10






21 12 Global M&A 76 7

19 13 Citigroup 12,638 6


17 15 JPMorgan 7,886 6



29 18 Nordea Corporate Finance 3,110 6


27 20 SEB Enskilda 2,180 5

H1 2011

H1 2012


Number of Deals

67 1 Blake, Cassels & Graydon 12,339 6


41 3 Simpson Thacher & Bartlett 11,598 4

116 4 Wachtell, Lipton, Rosen & Katz 10,217 2


- 6 Kinstellar 9,367 4

- 7 Arthur Cox 9,349 2

251 8= A&L Goodbody 9,342 1

299 8= Matheson Ormsby Prentice 9,342 1


68 11 Fried Frank Harris Shriver & Jacobson 5,969 4



2 14 Allen & Overy 4,968 9

50 15 Jones Day 3,667 14



12 18 White & Case 3,229 11

227 19 Castren & Snellman 2,986 7

39 20 Dewey & LeBoeuf 2,873 2

H1 2011

H1 2012


Number of Deals

6 1 CMS 1,394 25


9 3 Jones Day 3,667 14

7 4 DLA Piper 302 14


5 6 White & Case 3,229 11



11 9 Eversheds 1,736 10



4 12 Allen & Overy 4,968 9

31 13 Ashurst 2,022 8

15 14 Noerr 795 8

10 15 Latham & Watkins 586 8

21 16 SJ Berwin 519 8

84 17 Castren & Snellman 2,986 7


191 19 Heuking Kuhn Luer Wojtek 124 7

95 20 Blake, Cassels & Graydon 12,339 6

The financial adviser league tables by value and volume have been run from 01/01/2012 to the 30/06/2012, excluding 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.

The legal adviser league tables by value and volume have been run from 01/01/2012 to the 30/06/2012 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

With Energy, Mining & Utilities (EMU) accounting for almost a third of M&A deals conducted throughout the first half of the year, its dominance is likely to be maintained due to a combination of macro-factors. High commodity prices, tax changes, divestment and privatisation programmes and well-capitalised buyers make for a potential melting pot of deals against the backdrop of a collapsing economy.

Glencore and Xstrata’s pending €40.3bn merger accounted for nearly half of the €86.4bn worth of deals announced in the first half of 2012. As headline figures continue to litter data pages on these three sub-sectors, the European sovereign debt crisis offers ample opportunities to well-capitalised international players to buy up players at cheaper valuations. Additionally, further divestment programmes by major European utility companies – E.ON, RWE and EDF, for example – are expected to continue offering increased opportunities to buyers interested in European power assets.

In Africa, divestments planned by major mining groups continue to emerge. In Guinea, BHP Billiton and Areva’s planned stake sales from the Nimba iron ore joint venture (BHP 43.5%, Newmont 43.5%, Areva 13%) may offer opportunities for miners bullish about the West African iron ore story – provided prospective bidders are not deterred by Newmont’s pre-emptive right-to-buy or Guinea’s changeable mining taxation backdrop.

Areva plans to undertake global asset disposals of at least €1.2bn by 2016. BHP reportedly plans to trim its own asset base in aluminum, bauxite, coal, nickel, iron ore and downstream interests by US$10bn.

Prices, however, are being pushed by Asia-Pacific players. Such buyers of European assets compete to secure energy and resource bases and access to new markets through outbound acquisitions. Thailand’s national petroleum company, PTTEP, and Shell’s bidding war for UK-listed and East Africa-focused Cove Energy valuing it at £1.1bn (€1.4bn) is such an illustration. Yet, Europe’s political stability and its mature

regulation continue to attract a number of Chinese buyers. Japanese buyers also continue their acquisition spree into Europe.

The rate of incoming capital gains tax, which featured highly in the Cove bidding process, could also prove pivotal in Mozambican mining. Anglo American’s planned A$540m (€457m) acquisition of the majority 58.9% interest in the Nippon Steel (33.3%) and POSCO (7.8%) Revuboe metallurgical coal project, due to complete in the third quarter, could benchmark government plans to impose the levy on future deals and indicate their economic viability.

International buyers also have an opportunity to take advantage of downstream assets being divested by European companies due to low margins fueled by over capacity in Europe’s refining sector and exacerbated by EU fiscal and environmental regulations.

Unconventional gas resource development is gaining momentum in Europe and has potential to drive future deal activity. Countries, such as Poland and Ukraine, in their efforts to become more energy independent, have embraced shale gas development by attracting experienced international players and foreign investors. Likewise, in Underground Coal Gasification, the Hungarian government has penned a cooperation agreement with an international miner, aimed at agglomerating a regulatory framework to support future sector growth.

Perhaps surprisingly, in the UK, EMU was the most active sector valued at £14.3bn for over 26 deals. This represented a 55.7% increase in deal value compared to the first half of 2011. The region’s M&A activity is set to remain strong with the government vowing to deliver greater certainty on the fiscal regime governing decommissioning of assets aimed at stimulating greater new investment in the UK Continental Shelf and making it easier for oil and gas assets, especially larger and older assets with high decommissioning costs, to change hands.

London-listed Russian gold players appeared ready for summer spending.

Nordgold, Russia’s third largest miner, formulated plans to pick up the 25% of Canada’s High River Gold in July. The press values High River at US$1.25bn.

Simultaneously, Nordgold, Polymetal and Polyus Gold continue to plan premium UK listings.

In Russian oil and gas, M&A activity is expected to strengthen in the post-election environment fueled further by recent developments including the country’s accession to the World Trade Organization this summer, amendments to the foreign investment laws that encourage larger foreign investment in the natural resource sector and a large-scale privatisation programme. Falling oil prices could also motivate the government to accelerate its privatisation process in order to inject money as the country’s budget is dependent on oil prices. A number of potential deals remain in the pipeline, such as BP’s potential sale of its 50% stake in TNK-BP.

The sector secured the most “companies for sale” title in Africa and the Middle East in the first half of the year as gas discoveries and a wealth of resources continue to attract investor interest. In the Middle East region, the sector is expected to lead M&A activity both for upstream assets and oil and gas services companies particularly in frontier markets, such as Libya and Iraq. Deal activity will also be fueled by further attempts by the Iraqi government to sell licenses for oil and gas drilling in the country and the launch of Lebanon’s first bidding round for offshore oil.

By Marta Dovnar and Nuala Gallagher

23


energy, mining & utilitiesToP 15 ANNoUNCED DEAlS For yEAr ENDINg 30 jUNE 2012 - EUroPEAN ENErgy, MININg & UTIlITIES SECTor

Announced date


07-Feb-12 P Glencore International plc Xstrata Plc (65.92% Stake) 40,319

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

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

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

16-May-12 P 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

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

16-Feb-12 C Delmi SpA Edipower SpA (70% Stake) Edison International SpA; and Alpiq Holding Ltd 1,984

28-Jun-12 C Infracapital Partners LP Veolia Water UK Plc (UK regulated water activities)

Veolia Environnement 1,541

23-May-12 P PTT Exploration and Production PCL Cove Energy Plc 1,409

24-Apr-12 P Royal Dutch Shell Plc Cove Energy Plc 1,236

29-Feb-12 P Transocean Ltd Transocean Pacific Drilling Inc (50% Stake) Quantum Pacific Management Limited 1,058

11-Mar-12 P Bashneft ANK OAO Bashkirnefteprodukt OAO (38.49% Stake); Novoil OAO (31.39% Stake); Ufaneftekhim OAO (40.21% Stake); Orenburgnefteprodukt OAO (5.94% Stake); and Ufa Refinery OAO (37.72% Stake)

999

16-Feb-12 P Perenco SA ConocoPhillips Company (Vietnam business unit) ConocoPhillips Company 987

05-Jan-12 C Eurasian Natural Resources Corporation Plc First Quantum Minerals (Kolwezi Tailings project, Frontier and Lonshi mines and related exploration interests)

First Quantum Minerals Limited 977

16-Feb-12 C Electricite de France SA Transalpina di Energia srl (50% Stake) Delmi SpA 784


24


energy, mining & utilitiesMIx oF DEAlS By gEogrAPHIC rEgIoN

VALUE VOLUME

UK & Ireland

germanic

France

Italy

Iberia

Benelux

Nordic


other

19.1%

54.8%

1.1%

14.5%

1.9%

0.6%2.1%

4.8% 1.0%

19.3%

14.7%

6.0%

8.0%6.7%

18.7%

6.0%

17.3%

3.3%

qUArTErly TrENDS

VALUE VOLUME


0

10,000

20,000

30,000

40,000

50,000

60,000

70,000

80,000

90,000

100,000

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

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



Valu

e (€

m)

Volu

me


25


energy, mining & utilitiesFINANCIAl ADVISErS


lEgAl ADVISErS


H1 2011

H1 2012


Number of Deals


9 2 BNP Paribas 58,266 8



10 5 Barclays 49,532 6


8 7 JPMorgan 43,340 6



25 10 Rothschild 24,343 13

21 11 Lazard 16,863 7

- 12 Ondra Partners 8,301 1

29 13 Leonardo & Co 8,041 7

41 14 Mediobanca 7,037 4


14 16 SG 4,558 6



6 19 HSBC 4,061 3

- 20 Banco Bradesco BBI 2,480 2

H1 2011

H1 2012


Number of Deals






18 6 BNP Paribas 58,266 8

11 7 Lazard 16,863 7

21 8 Leonardo & Co 8,041 7

15 9 Barclays 49,532 6

7 10 JPMorgan 43,340 6

8 11 SG 4,558 6

- 12 Sberbank 1,379 6


6 14 Citigroup 41,213 4

57 15 Mediobanca 7,037 4


17 17 PwC 670 4

10 18 Deloitte 307 4



H1 2011

H1 2012


Number of Deals




129 4 King & Wood Mallesons 40,319 1


102 6 d'Urso Gatti e Bianchi - Studio Legale Associato 5,902 3

43 7 Gianni, Origoni, Grippo, Cappelli & Partners 4,684 3


- 9 Paul Weiss Rifkind Wharton & Garrison 4,024 3


39 11 Jones Day 3,760 6

- 12 NCTM Studio Legale Associato 3,517 1


- 14 Simmons & Simmons 2,950 2

47 15 Bonelli Erede Pappalardo 2,768 2

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

2,596 3

32 17= Skadden Arps Slate Meagher & Flom 2,118 1

- 17= Ulhoa Canto, Rezende e Guerra - Advogados 2,118 1

- 17= Vieira Rezende Barbosa e Guerriero 2,118 1

77 20 Chiomenti Studio Legale 2,019 3

H1 2011

H1 2012


Number of Deals




19 4 Jones Day 3,760 6

24 5 Wikborg Rein & Co 1,274 6

66 6 Bech-Bruun 536 6




164 10 Gorrissen Federspiel 1,270 5

11 11 Wiersholm 218 5

5 12 Allen & Overy 509 4

110 13 d'Urso Gatti e Bianchi - Studio Legale Associato 5,902 3

49 14 Gianni, Origoni, Grippo, Cappelli & Partners 4,684 3

- 15 Paul Weiss Rifkind Wharton & Garrison 4,024 3


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

2,596 3

25 18 Chiomenti Studio Legale 2,019 3

- 19 Herbert Smith 1,659 3

- 20 Lawrence Graham 1,422 3

The financial adviser league tables by value and volume have been run from 01/01/2012 to the 30/06/2012, 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 30/06/2012 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 eurozone crisis remains very much at the heart of the economic landscape, M&A activity in the European consumer goods space enjoyed a rather healthy first half of the year. And optimism surrounds the sector, as M&A practitioners expect the pipeline of transactions to pick up or at least remain at the current levels in the second half of 2012. The retail environment, however, has remained difficult and has been mainly dominated by smaller transactions. Despite the pressure the sector is facing, retailers enjoying a healthy financial position and strong brands have provided a much needed dose of positive sentiment to the market.

The consumer sector saw a total deal value of €27.2bn in the first half of the year, up from €17.5bn in the second half of 2011, according to mergermarket data. The second quarter was particularly robust, as we saw the return of large deals above €2bn, including the acquisition of Pfizer’s baby food unit by Nestle for €9bn and Walgreens’ acquisition of a 45% stake in Alliance Boots from KKR for €5.3bn, the largest deal the retail sector has seen since the beginning of the financial crisis.

Several factors have contributed to these increased levels of activity. Firstly, large consumer companies, which currently enjoy a comfortable financial position and have traditionally engaged in M&A activity, will continue to scout prospective deals as they look to consolidate their leadership in both home and international markets. The likes of listed French group Danone, which was a contender in the acquisition of Pfizer against Nestle, or drinks giant Pernod Ricard, are usual suspects in the M&A arena.

Companies looking to streamline their operations and divest non-core assets are expected to add to the flurry of activity in the space. CSM, the listed Dutch food company, expects to start a sale for its bakery division in the second half of the year. UK-based Premier Foods, which recently sold its vinegar and pickles business to Japanese peer Mizkan Group for €50.98m, is also in the process of selling its Hartley’s jams business. Meanwhile, United Biscuits is looking to

dispose of its salty snacks division. Among the retailers, French PPR is in the process of selling its online and catalogue retail business Redcats.

North American bidders have been particularly active in the food and drink space and will continue providing an additional supply of buyers. One of the most notable deals in this first half of the year was Molson Coors’ acquisition of Czech breweries operator StarBev for €2.65bn. US giants such as Kraft and Sara Lee, currently in a divestment phase, are likely to be in a more active position in the next 18 months, a sector banker predicted.

Interest from Asian buyers in European consumer and retail brands is also growing, as Chinese, Japanese and Indian investors look to take advantage of the current low multiple levels and limited domestic appetite to secure attractive assets. However, such interest has yet to materialise in a substantial increase of cross-border activity. Differences in price expectations as well as bureaucratic issues are some of the obstacles that remain. The €886m acquisition of a 60% stake in UK-based Weetabix by Chinese giant Bright Food from Lion Capital is seen by many as a first sign that this much-awaited deal flow with Asia is about to take off.

The first half of the year has also seen an important number of private equity exits take place. In the retail space, Bridgepoint Capital exited Alain Afflelou, the French optical franchisor, in an MBO transaction backed by Lion Capital for €800m. Permira sold Italy-based clothing retailer Valentino Fashion Group to the Qatar investment vehicle Mayhoola for Investments for €700m. Processes in the pipeline include Iglo Foods, which is being marketed by Permira and has attracted bids from Blackstone and BC Partners; label food manufacturer R&R Ice Cream, which was put up for sale by owner Oaktree Capital Management in March; and French lingerie and apparel group DBApparel, for which Sun Capital expects to attract €600m.

Private equity houses have also been active bidders, but have found it difficult to compete with strategic buyers due to a lack of both debt and synergies. A recent success is Montagu Private Equity’s acquisition of St Hubert from UK-based Dairy Crest for €370m.

By geographies, Germany and the UK saw the most activity in the first half of the year, followed by France, the Benelux and the Nordics. These regions are likely to continue providing a buoyant pipeline of deals. On the contrary, M&A activity in Southern European countries, such as Italy, Spain and Greece has painfully suffered the consequences of the Euro crisis and the cautious sentiment among investors that question the value and opportunities available there.

Players in the space will continue looking for growth opportunities in new markets outside of Europe, such as Latin America and Asia. However, European countries, such as Turkey and Russia, will remain hot markets within Europe with plenty of opportunities for further growth prospects.

By Virginia Garcia Martinez

27


consumerToP 15 ANNoUNCED DEAlS For yEAr ENDINg 30 jUNE 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 P Nestle SA Pfizer Nutrition Pfizer Inc 9,022

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 3,160

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

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

09-Mar-12 C Brait SA; and Landmark Group Iceland Foods Ltd Nyi Landsbanki Islands hf; and Glitnir banki hf 1,732

29-Jun-12 P Constellation Brands Inc Crown Imports LLC (50% Stake) Anheuser-Busch InBev NV 1,489

24-Jan-12 P Anadolu Efes Biracilik ve Malt Sanayii AS SABMiller Plc (beer business in Ukraine and Russia)

SABMiller Plc 1,458

03-May-12 P Bright Food (Group) Co Ltd Weetabix Limited (60% Stake) Lion Capital LLP 886

22-May-12 P Parmalat SpA Lactalis American Group Inc Groupe LACTALIS 710

30-Jan-12 C LBO France; and Groupe Lur Berri Labeyrie Fine Foods (46.3% Stake) Kaupthing Singer & Friedlander Limited; and Kjalar Invest BV

600

27-Jun-12 P Danone SA Centrale Laitiere (37.8% Stake) Societe Nationale D'Investissement SA 550

24-May-12 P Japan Tobacco Inc Gryson NV GT&Co BVBA 475

23-Apr-12 P UCC Holdings Co Ltd United Coffee CapVest Limited; and Harkjaer 1 Limited 469


28


consumerMIx oF DEAlS By gEogrAPHIC rEgIoN

VALUE VOLUME

UK & Ireland

germanic

France

Italy

Iberia

Benelux

Nordic


other

18.2%

24.9%

4.6%3.1%0.8%

16.2%

13.0%

17.1%

2.1%

21.6%

13.7%

14.0%9.0%

5.8%

11.1%

11.3%

10.6%

2.9%

qUArTErly TrENDS

VALUE VOLUME


0

10,000

20,000

30,000

40,000

50,000

60,000

70,000

80,000

90,000

100,000

110,000

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

300

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



Valu

e (€

m)

Volu

me


29


consumerFINANCIAl ADVISErS


lEgAl ADVISErS


H1 2011

H1 2012


Number of Deals



8 3 Lazard 25,332 7

13 4 Barclays 21,687 6


11 6 JPMorgan 20,545 10

16 7 Rabobank 18,054 13


- 9 Centerview Partners 14,292 2



3 12 HSBC 4,817 4


- 14 Duff & Phelps 3,220 2

48 15= ABG Sundal Collier 2,998 2

- 15= Arctic Securities 2,998 2

- 17= Mitsubishi UFJ Financial Group 2,841 1

- 17= National Bank Financial 2,841 1

- 17= Scotia Capital 2,841 1

81 20 IS Investment Securities 1,458 1

H1 2011

H1 2012


Number of Deals


2 2 Rabobank 18,054 13


6 4 JPMorgan 20,545 10

3 5 KPMG 559 10

21 6 Deloitte 48 10

4 7 PwC 426 9


5 9 Lazard 25,332 7


17 11 Barclays 21,687 6


20 13 Altium Capital 81 6


32 15 Grant Thornton Corporate Finance 357 5




13 19 HSBC 4,817 4


H1 2011

H1 2012


Number of Deals





- 5 Cravath Swaine & Moore 15,928 2

124 6 Greenberg Traurig 15,901 2

- 7= Alston & Bird 15,877 1

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

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


57 11 DLA Piper 10,646 9

95 12 Mayer Brown 9,922 6


165 14 A&L Goodbody 9,022 2

26 15= DLA Cliffe Dekker Hofmeyr 9,022 1

- 15= King & Wood Mallesons 9,022 1

7 17 Allen & Overy 7,330 8


- 19 Simpson Thacher & Bartlett 5,855 2

44 20 Darrois Villey Maillot Brochier 5,820 3

H1 2011

H1 2012


Number of Deals




7 4 DLA Piper 10,646 9

9 5 Allen & Overy 7,330 8

45 6 Travers Smith 790 8

6 7 Latham & Watkins 534 8




15 11 Mayer Brown 9,922 6


8 13 SJ Berwin 1,219 6


69 15 Roschier 357 5


220 17 Lindahl 42 5

105 18 De Brauw Blackstone Westbroek 3,800 4

14 19 Eversheds 3,021 4

91 20 YukselKarkinKucuk Law Firm 1,888 4

The financial adviser league tables by value and volume have been run from 01/01/2012 to the 30/06/2012, 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 30/06/2012 and include lapsed and withdrawn bids. 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

Fears of an imminent eurozone collapse have yet to dampen the appetite for TMT assets. If Europe is falling off the precipice with borrowing costs rising to uncontrollable levels, TMT investments remain in safe waters. Despite unhealthy market conditions, TMT dealmakers have done well to feed cash-rich overseas buyers with long contented EU assets, such as Misys and Aegis.

TMT deals have gradually increased in value (€16.4bn Q2 2012 vs €11.4bn Q1 2012) and volume (173 Q2 2012 vs 162 Q1 2012), proving that senior financing can still be found when it comes to leverage for multi-billion software operations such as Misys’ £1.4bn (€1.7bn) acquisition by Vista Equity Partners.

Powered by tumbling stock prices, pricing pressure and eurozone turbulence, M&A has swept away many EU technology players. Those hard to get have finally surrendered control, including UK-listed Logica. At the centre of sale speculation in recent years Logica is being sold to CGI Group for £1.7bn (€2.2bn). What has been described as a “modest” offer by sector bankers mirrors the deteriorating EU climate. In fact, none of the usual IT suspects have taken action to table a counter-offer, leaving CGI in a comfortable position.

Cisco topped M&A charts with its record US$5bn (€3.8bn) purchase of UK-based pay-TV technology specialist NDS Group. The deal quashed rumours that Cisco could turn its back to the set-top box universe and exit Scientific-Atlanta. In fact, Cisco CEO, John Chambers, has made clear that there will be more combinations of hardware and software as set-top boxes are evolving to the cloud.

Italy and Spain have earmarked national champions for sale. Italy’s IT services specialist Engineering Ingegneria Informatica has drawn interest by JPMorgan’s private equity fund, One Equity Partners, as negotiations are underway. In Spain, IT and consultancy company Everis is coming to market, with Rothschild and Financial Managers reportedly advising.

But Europe is not always the playground

for deep-pocketed US consolidators. SAP has used heavy artillery to secure control of US-based Ariba for a whopping US$4.3bn (€3.4bn,) proving its keenness to boost its cloud exposure. Eyes are now set on Asian tech giants, namely Tata Consultancy Services Infosys in India, NTT Data and Fujitsu in Japan - all of which have enough cash for a jumbo deal, but are notoriously reluctant to spend it.

The media industry was stirred by the US$540m (€425m) acquisition of US-based independent digital agency AKQA by WPP in June. Publicis has been the most abundant media consolidator by clinching 12 deals since the beginning of the year. And advertising–driven M&A is showing no sign of a slowdown as H2 has already kicked off with Japanese Dentsu securing control of UK-based Aegis Group for £2.8bn (€3.6bn).

Digital content and specialised information services are expected to remain hot targets in a decaying publishing universe, as proved by the recent acquisition of MENA-focused news service Zawya by Thomson Reuters and the sale of energy and mining research company Wood Mackenzie to PE firm Hellman & Friedman for £1.1bn (€1.4bn).

Major restructurings in the publishing world could occur in H2. It could be time for Guardian News and Media, Trinity Mirror and Independent News & Media to face their respective balance sheets and review non-core operations. Tormented by legal battles, News Corporation also announced demerger plans.

Break-up options have also been a recurring topic for French media group Vivendi. Following the departure of CEO Jean Bernard Levy, the company is expected to reorganise its structure and dispose of non-core assets, such as Activision Blizzard, the US-listed gaming company in which it owns a 61% stake.

Strategic reviews have energised the telecom space with a hectic pipeline of non-core disposals. Current EU carve-outs include France Telecom’s Sonaecom in Portugal, Telefonica’s Czech business, Deutsche Telekom and OTE’s Globul in

Bulgaria, TeliaSonera’s Yoigo in Spain, and Netia in Poland.

Illustrating the move away from an ever-expanding geographic footprint, France Telecom, Telefonica, Deutsche Telecom, TeliaSonera and Vivendi continue to review their portfolios and consider disposals in Europe and overseas. KPN is selling BASE in Belgium and assessing its options for E-Plus in Germany. In H1, telecom operators started responding to ballooning debt levels, soaring LTE and fibre investment requirements, restrictive regulation and increasing competition from over-the-top players by re-evaluating their most precious assets. Going forward, previously unthinkable international carve-outs could include some of Telefonica’s Latin American assets, Vivendi’s African growth vehicle Maroc Telecom and Brazilian fixed-line business GVT, and a renewed attempt by Deutsche Telekom to sell T-Mobile USA. Additionally, bankers expect private equity firms and potentially cable companies to eye smaller European mobile disposals, while large-scale takeover interest could soar among foreign entrepreneurs including Carlos Slim of Mexico, Egypt’s Naguib Sawiris and Li Ka Shing of Hong Kong. Their swashbuckling incursions into European incumbents via large minority stakes in KPN and Telekom Austria and attempts on debt laden Eircom could lead to more M&A action. Dealmakers are also waiting for the next moves of China Mobile, Russia-based MTS, Vimpelcom and MegaFon, as well as Turk Telecom and Turkcell, all of which are expected to engage in the consolidation wave.

Telecom operators are being won over to the idea that they no longer need complete ownership of their networks and cell towers. To this end, the continent has seen recent network sharing agreements between Vodafone and Hutch in Ireland and T-Mobile and Orange in Poland, as well as continued talks spearheaded by the likes of Vodafone and Hutch with local players in markets such as Greece and Italy.

By pamela Barbaglia, Sofia Cerqueira and Claire Landon

31


telecoms, media & tecHnologyToP 15 ANNoUNCED DEAlS For yEAr ENDINg 30 jUNE 2012 - EUroPEAN TMT SECTor

Announced date


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

22-May-12 P SAP AG Ariba Inc 3,385

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

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

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

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

17-Jan-12 P The Federal Agency for State Property Management

Rostelecom OAO (7.43% Stake) Deposit Insurance Agency 1,264

10-Jun-12 P China United Network Communications Group Company Limited

China Unicom (Hong Kong) Limited (4.56% Stake)

Telefonica SA 1,129

24-Apr-12 C AF Telecom Holding OOO Telecominvest OAO (26.1% Stake) TeliaSonera AB 1,099

02-Feb-12 P Hutchison 3G Austria GmbH Orange Austria Telecommunication GmbH France Telecom SA; and Mid Europa Partners LLP

980

15-Jun-12 P America Movil SAB de CV Telekom Austria AG (20.96% Stake) 747

14-May-12 P Bain Capital LLC Bravida AB Triton Partners 669

21-May-12 P Kabel Deutschland Holding AG Tele Columbus GmbH 603


32


telecoms, media & tecHnologyMIx oF DEAlS By gEogrAPHIC rEgIoN

VALUE VOLUME

UK & Ireland

germanic

France

Italy

Iberia

Benelux

Nordic


other

32.1%

14.5%

4.4%3.1%1.0%

12.3%

6.1%

26.3%

0.2%

28.1%

14.3%

11.9%2.7%

3.3%

8.1%

16.7%

12.5%

2.4%

qUArTErly TrENDSqUArTErly TrENDS

VALUE VOLUME


0

10,000

20,000

30,000

40,000

50,000

60,000

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

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



Valu

e (€

m)

Volu

me


33


telecoms, media & tecHnologyFINANCIAl ADVISErS


lEgAl ADVISErS


H1 2011

H1 2012


Number of Deals

5 1 JPMorgan 13,188 10






- 7 Sberbank 4,923 3

10 8 Barclays 4,053 7

44 9 Centerview Partners 3,823 1

2 10 Lazard 3,812 7

- 11 ABN AMRO Bank 2,680 3

6 12 HSBC 2,639 3

7 13 SG 2,490 1







160 20 Simmons & Company International 850 3

H1 2011

H1 2012


Number of Deals



9 3 JPMorgan 13,188 10





46 8 Barclays 4,053 7

4 9 Lazard 3,812 7


17 11 Deloitte 390 5

40 12 Canaccord Genuity 356 5

2 13 KPMG 146 5


13 15 Citigroup 1,195 4



- 18 Cenkos Securities 60 4


149 20 Livingstone Partners 24 4

H1 2011

H1 2012


Number of Deals

8 1 Allen & Overy 10,497 13







63 8 Fenwick & West 4,134 5


148 10 Eversheds 3,858 7

- 11 Proskauer Rose 3,823 1


24 13 Jones Day 3,449 8

64 14 Gunderson Dettmer Stough Villeneuve Franklin & Hachigian 3,431 2


46 16 Akin Gump Strauss Hauer & Feld 3,286 2


41 18 White & Case 2,969 10


56 20 Dechert 2,490 2

H1 2011

H1 2012


Number of Deals



3 3 Allen & Overy 10,497 13



16 6 White & Case 2,969 10

9 7 Olswang 339 10




7 11 Jones Day 3,449 8


70 13 Eversheds 3,858 7

33 14 Schjodt 973 7

8 15 Vinge 720 7

39 16 Orrick Herrington & Sutcliffe 581 7

32 17 Wilson Sonsini Goodrich & Rosati 271 7

6 18 Osborne Clarke 213 7

37 19 Paul Hastings 131 7


The financial adviser league tables by value and volume have been run from 01/01/2012 to the 30/06/2012, excluding 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 30/06/2012 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

Transportation in general experienced a slow down on deals over the first six months of the year, but a monster bid for TNT means the sector has not been plunged into total darkness by the financial crisis. In March, UPS offered £4.3bn (€5.2bn) for the Netherlands-based logistics firm and, subject to approval from the European Commission, the deal is set to complete in Q4 of this year. UPS also acquired operations in Belgium, alongside FEDEX, which was busily acquiring in France and Poland. LA Poste, Swiss Post, Post NL and DX Group were also active, all looking to gain critical mass and distribution efficiencies. Despite these industry ‘pick me ups’, activity has been slower than bankers expected and predictions for the next six months are not bright, with bolt-ons set to dominate the M&A space. “The eurozone uncertainty is overshadowing all matters,” Rob Riddleston, head of transport at Barclays said. “There is plenty of money available to fund M&A from buyers and the finance sector, but confidence about the future is holding back bidders and low prices are causing sellers to be cautious.” The UK logistics firm Wincanton managed to buy itself some time in the first half the year. The company has been busy refinancing its banking facilities, selling its mainland European assets, as well as disposing of its 20% shareholding in Culina Group, for £11m (€13.2m). “This should be enough to keep shareholders supportive and hostile bidders quiet for a month or two,” Samuel Irving, corporate finance adviser at BDO said. The average turnover of the top 100 transport businesses rose 8.5% to £162m, the recent UK Motor Transport Top 100 report highlighted, while profits declined 70% to £1.4m, a margin of less than 1%. This is not a sustainable margin, Irving said. “While this report is UK focused, it is a trend that applies to the rest of Europe,

particularly as austerity measures will remain in place for a number of years.” According to bankers, freight forwarding will mirror the development of the mail and parcel sector, with large multi-nationals looking to consolidate the global market. Kuehne & Nagel acquired freight forwarding operations in Australia and Norbert Dentressangle strengthened their Indian sub-continent operations, but the sector remains very fragmented, particularly in the emerging economies. This will remain a constant source of global M&A, albeit a large number of small deals. In aviation, privatisations have been at the centre of the industry’s focus. TAP, one of the most high profile sales, could be sold by the end of the year, but with IAG, one of the principal bidders, struggling in Spain and a distinct lack of other European buyers in the mix, it’s certainly not a given. Bidders for the airline will be asked to express their interest by 7 November 2012. NATS (National Air Traffic Services) is expected to be put on the block in earnest in the next six months, this time by its Airline Group owners responsible for 49% of the organisation, since the government decided against selling its share. Ryanair’s €694m bid for Aer Lingus will also occupy sector attention. This is the bidder’s third attempt to seek regulatory approval for the Irish airline. Again, it looks like real activity will centre on the lower end of the sector, with disposals of non-core assets the first port of call for struggling airlines. There will be some activity with cash-strapped airlines shedding businesses, whether it’s Lufthansa with Skychefs or Air France with Serviair, Tim Hammond, aviation banker at Seabury, said. A high profile example of this is Hochtief, a listed German construction group, which has decided to try and sell its airport operations piecemeal, Wirtschaftswoche reported.Hochtief, controlled by the listed Spanish

construction and infrastructure group ACS, has abandoned its initial plan to sell its airport division as a whole for roughly £1.5bn after failing to secure a deal of that size.

Shipping has seen the container industry suffering from low consumer demand, putting pressure on the ship owners as their assets remain land-locked. Carriers have managed to increase the freight rates, but they will remain under pressure as long as there is over capacity and low demand. The combination is causing Asian economies to grow less and the market is slowing down across the globe. M&A in the sector has been low due to a lack of financing and any deals over the next six months are likely to be small, shipping consultant Ben Hackett said. Torm, the Denmark-based shipping company, will continue to seek a solution to appease its bank, as restructuring and refinancing remains the major theme in the sector. By Evie Burrows-Taylor

35


transportationToP 15 ANNoUNCED DEAlS For yEAr ENDINg 30 jUNE 2012 - EUroPEAN TrANSPorTATIoN SECTor

Announced date


19-Mar-12 P 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

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

Impregilo SpA 1,185

23-Apr-12 C Global Infrastructure Partners BAA (Edinburgh airport) BAA Airports Limited 991

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

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

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

19-Jun-12 P Ryanair Holdings Plc Aer Lingus Plc 547

14-Feb-12 P Albert Ballin KG Hapag-Lloyd AG (17.4% Stake) TUI AG 475

25-Apr-12 C Abertis Infraestructuras SA Abertis Infraestructuras SA (5.3% Stake) ACS Actividades de Construccion y Servicios SA

464

25-Apr-12 C Obrascon Huarte Lain SA Abertis Infraestructuras SA (4.95% Stake) ACS Actividades de Construccion y Servicios SA 408

27-Apr-12 C Globaltrans Investment PLC LLC Metalloinvesttrans Metalloinvest Management Company LLC 407

22-Apr-12 P Pareto Project Finance AS Fairstar Heavy Transport NV Oceanus International Investment AS 229

05-Jun-12 P APG Group NV; and PGGM Infrastructure Fund 2012

LBC Tank Terminals (66.2% Stake) Challenger Financial Services Group 223

22-Jun-12 P Sberbank; and Changi Airports International Pte Ltd

Basic Element (airports in the Krasnodar region, including airports of Sochi, Krasnodar, Anapa and Gelendzhik) (50% Stake)

Basic Element 199


36


transportationMIx oF DEAlS By gEogrAPHIC rEgIoN

VALUE VOLUME

UK & Ireland

germanic

France

Italy

Iberia

Benelux

Nordic


other

10.2%

3.8% 0.2%0.5%

31.9%

35.8%

0.8%

12.7%

4.2% 10.3%

16.1%

11.5%

6.9%13.8%

16.1%

16.1%

3.4%

5.7%

qUArTErly TrENDS

VALUE VOLUME


0

5,000

10,000

15,000

20,000

25,000

30,000

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

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



Valu

e (€

m)

Volu

me


37


transportationFINANCIAl ADVISErS


lEgAl ADVISErS


H1 2011

H1 2012


Number of Deals

- 1 Morgan Stanley 6,575 4



- 4 Bank of America Merrill Lynch 5,267 2

- 5 Lazard 5,197 3

- 6= Banco BPI 4,222 1

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

- 6= Banco Millennium BCP Investimento 4,222 1

- 6= Barclays 4,222 1

- 6= Caixa Banco de Investimento 4,222 1


11 12 Citigroup 1,455 2

- 13 Banco Itau BBA 1,185 1

22 14 Ernst & Young 1,006 2


- 16 Royal Bank of Scotland Group 991 1

4 17 Rothschild 770 3

- 18 JPMorgan 664 2

- 19 Credit Suisse 664 1

- 20 Davy Corporate Finance 547 1

H1 2011

H1 2012


Number of Deals

- 1 Morgan Stanley 6,575 4


- 3 Lazard 5,197 3



- 6 M&A International - 3


- 8 Bank of America Merrill Lynch 5,267 2


4 10 Ernst & Young 1,006 2


10 12 JPMorgan 664 2

- 13 Sberbank 506 2

- 14 SG 464 2

- 15 Pareto Securities 295 2

- 16= ABG Sundal Collier 229 2

47 16= SEB Enskilda 229 2

5 18= KPMG - 2

2 18= PwC - 2

- 20 Banco BPI 4,222 1

H1 2011

H1 2012


Number of Deals

10 1 Allen & Overy 8,064 4





- 6= Campos Ferreira, Sa Carneiro e Asociados 4,222 1

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

4,222 1

- 6= Servulo Correia & Associados 4,222 1

- 6= Vieira de Almeida & Associados 4,222 1

- 10 Stibbe 1,783 3

60 11 White & Case 1,264 3

2 12= Pinsent Masons 991 1

3 12= Shepherd & Wedderburn 991 1

- 12= Slaughter and May 991 1

- 15 Skadden Arps Slate Meagher & Flom 861 1

8 16= Hogan Lovells 664 1

- 16= Pekin & Bayar Law Firm 664 1

- 16= Pekin & Pekin 664 1

- 19 Gleiss Lutz 613 2


H1 2011

H1 2012


Number of Deals



23 3 Allen & Overy 8,064 4

- 4 Stibbe 1,783 3

17 5 White & Case 1,264 3

48 6 NautaDutilh 367 3

9 7 Loyens & Loeff 138 3

59 8 Raidla Lejins & Norcous - 3


- 10 Gleiss Lutz 613 2

- 11 De Brauw Blackstone Westbroek 458 2


- 13 Schjodt 295 2

92 14 Wikborg Rein & Co 256 2


77 16 Kromann Reumert 28 2

- 17 Bech-Bruun 6 2

12 18= Lindahl - 2

39 18= Norton Rose - 2


The financial adviser league tables by value and volume have been run from 01/01/2012 to the 30/06/2012, 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 30/06/2012 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

Expectations were understandably not running high at the start of the year, and the collapse of two major deals - Roche’s attempted €5.2bn acquisition of Illumina and Fresenius’ €3.7bn bid for Rhoen-Klinikum – did little to raise them. The good news is, things are set to take a turn for the better throughout the remainder of the year.

The second quarter of the year saw an upsurge in dealmaking with values hitting the billion-euro mark. Walgreens’ acquisition of a 45% stake in Alliance Boots for US$6.7bn (€5.3bn) in June, Watson Pharmaceuticals’ €4.4bn acquisition of Icelandic generics player Actavis in April and EQT’s €1.8bn secondary buy-out of German medical supplies manufacturer BSN Medical from Montagu Partners all took place in a relatively short space of time.

In the first half of the year, the Nordic region, along with the Germanic countries and the UK & Ireland, remained the highest dealmakers in terms of both value and volume. The Nordic market accounted for the highest regional deal value in the period, with 20 transactions worth €6.4bn coming to market, while the Germanic countries and the UK & Ireland each saw healthy aggregate deal values, exceeding €3bn with regional deal counts of 36 and 30 deals, respectively.

Pending deals from last year also found a gap to be concluded in Q2 this year. Rottapharm, which was rumoured to be facing uncertainty on whether private equity groups Clessidra and Avista could agree to conditions being set by the founding Rovati family ceding just a 50% stake, announced in May that they have reached an agreement to acquire the stake for €800m. Reports noted that the pool of banks that are to finance the acquisition has not yet been formed, however.

As big pharma continue to scoop up generic assets to confront pipeline shortages and patent cliffs, the majority of dealmaking is focussing on service companies that support the drug development process. Aside from one pure cross-border Pharma deal that saw Jazz Pharmaceuticals acquire

EUSA Pharma for €529m in April, M&A is expected to be more pronounced in sectors, such as diagnostics, life science tools, surgical instruments and any technology that enhances the speed and efficacy of a clinical trial study.

Agilent Technologies’ acquisition of Danish Dako for €1.7bn is evidence that there is more of this cross-border, US-inbound trend to come.

Pharma companies, however, still continue to shore up assets that will guarantee to fill those much needed pipeline gaps. Amgen’s acquisition of Mustafa Nevzat in Turkey for €507m in April sets the scene for more Tukish deals, as generic assets in Europe become scarce and tapping into larger markets with ageing populations becomes a more attractive option.

In spite of numerous rumours that Germany’s Stada – pretty much the last independent generic asset in Europe – is set to become a takeover target, it seems unlikely anything will happen this year given the debt restructuring the company still needs to complete.

Mid-year is a good time to reflect on what potential deals could be on the horizon. Ones to watch are US-based Biomarin, Switzerland’s Actelion and perhaps Norwegian player, Algeta.

Whether Biomarin will fall prey to London-listed Shire and AstraZeneca, which are rumoured to have approached Biomarin in recent months, will depend on whether the companies are takeover targets themselves. Shire is an asset that, in spite of constant takeover rumours, remains on the lookout for buys, while AstraZeneca’s search for a new CEO could anticipate a merger of equals with players such as Bristol Myers Squibb.

Actelion’s turning point could come once it releases macitentan full trial data, expected around the final quarter of this year. Algeta, which is partnered with Bayer on Alpharadin, could follow in the footsteps of the GSK-HGS deal, where the partner decides to pull off a full takeover

– but hopefully without the shareholder resistance GSK faced.

By Mintoi Chessa-Florea

39


pHarma, medical & biotecHToP 15 ANNoUNCED DEAlS For yEAr ENDINg 30 jUNE 2012 - EUroPEAN PHArMA, MEDICAl & BIoTECH SECTor

Announced date


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

25-Apr-12 P Watson Pharmaceuticals Inc Actavis Group hf 4,400

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

09-May-12 P GlaxoSmithKline Plc Human Genome Sciences Inc 1,947

11-Jun-12 P 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

02-May-12 P Sandoz AG Fougera Pharmaceuticals Inc Nordic Capital; DLJ Merchant Banking Partners; and Avista Capital Partners LP

1,158

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

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

09-Jan-12 P Linde AG Air Products & Chemicals Inc (Continental-European homecare business)

Air Products and Chemicals Inc 590

26-Apr-12 C Jazz Pharmaceuticals Inc EUSA Pharma (Europe) Ltd 3i Group Plc; Advent Venture Partners; SV Life Sciences; TVM Capital GmbH; Essex Woodlands Health Ventures Inc; NovaQuest Capital Management LLC; and NeoMed Management AS

529

25-Apr-12 P Amgen Inc Mustafa Nevzat Ilac Sanayii AS (95.6% Stake) 507

15-Mar-12 P Omega Pharma SA GlaxoSmithKline Consumer Healthcare (non-core OTC BRands)

GlaxoSmithKline Plc 470


40


pHarma, medical & biotecHMIx oF DEAlS By gEogrAPHIC rEgIoN

VALUE VOLUME

UK & Ireland

germanic

France

Italy

Iberia

Benelux

Nordic


other

19.7%

18.8%

2.5%

11.9%0.9%

39.6%

0.1% 3.7%

3.0%

26.7%

22.2%

8.1%

3.7%

9.6%

14.8%

5.2% 3.0%

6.7%

qUArTErly TrENDS

VALUE VOLUME


0

5,000

10,000

15,000

20,000

25,000

30,000

35,000

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

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



Valu

e (€

m)

Volu

me


41


pHarma, medical & biotecHFINANCIAl ADVISErS


lEgAl ADVISErS


H1 2011

H1 2012


Number of Deals




- 4 Blackstone Group 4,400 1




5 8 Barclays 1,896 3

31 9 HSBC 1,800 1

11 10 JPMorgan 1,671 5


- 12= Gleacher Shacklock 1,012 1

- 12= Jamieson Corporate Finance 1,012 1

- 14= Banca IMI/Intesa Sanpaolo 805 1

57 14= Leonardo & Co 805 1

- 14= Vitale & Associati 805 1

- 17 Bellot Mullenbach & Associes 402 1

13 18 Royal Bank of Scotland Group 355 1


- 20 Banco BTG Pactual 261 1

H1 2011

H1 2012


Number of Deals




14 4 JPMorgan 1,671 5

6 5 KPMG 219 5



3 8 PwC 229 4



4 11 Barclays 1,896 3



86 14 William Blair & Company 19 3

- 15 Baker Tilly International Member Firms - 3


- 17 DNB Markets 159 2


29 19 Lazard 77 2

- 20 Covington Associates 7 2

H1 2011

H1 2012


Number of Deals








9 8 Dewey & LeBoeuf 5,223 1


35 10 Allen & Overy 4,634 5

94 11 Loyens & Loeff 4,400 2

- 12 Kinstellar 4,400 1


71 14 Taylor Wessing 3,912 2

121 15 Noerr 3,732 1



51 18 Vinge 1,819 4

151 19= P+P Poellath + Partners 1,800 1

122 19= Ropes & Gray 1,800 1

H1 2011

H1 2012


Number of Deals







16 7 Allen & Overy 4,634 5

7 8 DLA Piper 216 5




18 12 Vinge 1,819 4

5 13 White & Case 1,742 4

17 14 Dechert 964 4

11 15 Ashurst 400 4


- 17 Jones Day 50 4



85 20 Covington & Burling 909 3

The financial adviser league tables by value and volume have been run from 01/01/2012 to the 30/06/2012, 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 30/06/2012 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

Deal activity in the building and construction sector slowed in the EMEA region in the first half of 2012 as ongoing political and economic turmoil in the EU kept the investment climate subdued. The Greek sovereign debt situation, worries over the euro, and whether the EU in its current form will survive rattled financial markets and put investors and potential buyers of assets on the back foot. With the focus now on the Spanish, Portuguese and Italian debt problems, transaction levels are likely to remain repressed for the remainder of the year. That said, two of the largest deals in the sector during the period were in the eurozone. InterCement Austria Holdings, a unit of Camargo Correa, launched a tender offer to acquire Cimpor Cimentos de Portugal, a Portuguese manufacturer and wholesaler of hydraulic cement. The deal was valued at about $3.3bn. Similarly, Portuguese investment firm Jose de Mello Investimentos and Arcus Infrastructure launched a joint €1.5m offer to acquire Brisa-Auto-Estradas de Portugal, a provider of highway and street construction and maintenance services. Generally speaking, however, the overall value of transaction levels declined in the first six months as many companies targeted smaller, selective ‘bolt-on’ style acquisitions. There was also a trend towards more share-based transactions, as the short-lived rally in stock markets during the first quarter of 2012 saw some companies issue shares to pay for deals. There was also a rise in the number of joint ventures as companies targeted the emerging markets of South America and Asia, where the Joint Ventures (JV) model is perceived as being less risky than a full takeover. Construction machinery and infrastructure assets - especially around the construction of power and water facilities - were particularly targeted by buyers as the urbanisation of countries, such as China, India, Brazil and South Korea, continued apace.

In fact, industry watchers expect to

see high levels of growth within the construction equipment sub-sector over the next few years as massive infrastructure projects will be required to satisfy population growth. As a result, M&A is expected to remain high, with new entrants looking to move into the more developed markets by acquiring established brands. Other areas of investment included 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 the second half of 2012. In the eurozone, one of the consequences of the financial turmoil has been the rise in the number of divestments as companies look to scale back their operations and bolster balance sheets. Lafarge, Heidelberg and Holcim are all looking to sell assets in an effort to cut debt. Irish cement and aggregates producer CRH has been mentioned as a potential buyer and has already spent €155m on European-based deals in the first six months. Hochtief, the German construction group controlled by Spanish construction firm ACS, is also belived to be considering the piecemeal sale of its six airports, after an initial plan to sell the whole division for €1.5bn was abandoned. In a sign of the ever-increasing difficulties faced by businesses in the eurozone, the Spanish government’s Ministry for Development is considering nationalising the Madrid motorways that are at risk of insolvency. The roadways, which are highly indebted, are operated by Ferrovial, Abertis and Sacyr. In the UK, the ruling by the Competition Commission to seek disposals by French construction materials group Lafarge and Anglo American subsidiary Tarmac as part of their plan to form a UK joint venture, is likely to trigger interest from a number of buyers. Assets likely to be put up for sale include

cement and ready-mixed concrete plants and several quarries. Potential buyers include UK-listed Breedon Aggregates, which indicated it would be prepared to raise up to £1bn to finance a large transaction, Marshalls, the landscape products group, and Michelmersh, the UK-based brick maker and specialist building products group. By Malcolm Locke

43


constructionToP 15 ANNoUNCED DEAlS For yEAr ENDINg 30 jUNE 2012 - EUroPEAN CoNSTrUCTIoN SECTor

Announced date


30-Mar-12 C Camargo Correa SA Cimpor Cimentos de Portugal SGPS SA (66.75% Stake)

4,067

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

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

The Miller Group Limited Miller family 523

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

Secil SA (49% Stake) CRH Plc 433

07-Jun-12 C GENIVAR Inc WSP Group Plc 428

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

05-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

05-Mar-12 C Pioneer Natural Resources Company Inc Carmeuse Industrial Sands Inc Carmeuse Group 225

05-Mar-12 C Mannington Mills Inc Amtico International Limited Electra Partners LLP; and AAC Capital Partners

150

24-Feb-12 C ZAO UK Razvitiye OJSC Holding Company GVSU Center (72.29% Stake)

Sberbank 125

04-May-12 P West China Cement Limited Fuping Cement Co Ltd Ciments Francais 87

05-Jan-12 C Bancroft Private Equity LLP Graniser Granit Seramik San Ve Tic AS (majority stake)

60

16-Mar-12 P Denis O'Brien (Private Investor) Siteserv Plc (company's assets) 45

12-Mar-12 P Aeroports de Paris SA TAV Yatirim Holding (49% Stake) Tepe Insaat Sanayi AS; Akfen Holding AS; and Sera Yapi Endustrisi ve Ticaret AS

37


44


constructionMIx oF DEAlS By gEogrAPHIC rEgIoN

VALUE VOLUME

UK & Ireland

germanic

France

Italy

Iberia

Benelux

Nordic


other

14.0%

3.0%

3.9%

2.7%

21.2%

1.4% 1.5%

52.2%

23.8%

19.0%

16.7%

3.6%

6.0%

11.9%

8.3%

4.8%

6.0%

qUArTErly TrENDS

VALUE VOLUME


0

2,000

4,000

6,000

8,000

10,000

12,000

14,000

16,000

18,000

20,000

22,000

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

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



Valu

e (€

m)

Volu

me


45


constructionFINANCIAl ADVISErS


lEgAl ADVISErS


H1 2011

H1 2012


Number of Deals

14 1 Barclays 6,295 3


- 3= Banco Bradesco BBI 4,067 1

- 3= Banco BTG Pactual 4,067 1


- 3= Banco Itau BBA 4,067 1

- 3= Lazard 4,067 1

- 3= Santander Global Banking and Markets 4,067 1

- 9 Deutsche Bank 2,887 3

3 10= Goldman Sachs 1,800 1

- 10= Nordea Corporate Finance 1,800 1


8 13 JPMorgan 444 2


- 15 Jefferies & Company 428 1

- 16 Caixa Banco de Investimento 369 1

29 17 Leonardo & Co 300 2


- 19 Nomura Holdings 237 1

51 20 UniCredit Group 237 1

H1 2011

H1 2012


Number of Deals

1 1 KPMG 195 7


7 3 PwC 75 4

25 4 Barclays 6,295 3

- 5 Deutsche Bank 2,887 3


20 7 JPMorgan 444 2


11 9 Leonardo & Co 300 2


- 11 Davy Corporate Finance 56 2


- 13 SDM Corporate Finance Group - 2

- 14= Banco Bradesco BBI 4,067 1

- 14= Banco BTG Pactual 4,067 1


- 14= Banco Itau BBA 4,067 1

- 14= Lazard 4,067 1

- 14= Santander Global Banking and Markets 4,067 1

16 20= Goldman Sachs 1,800 1

- 20= Nordea Corporate Finance 1,800 1

H1 2011

H1 2012


Number of Deals

- 1= Bredin Prat 4,067 1


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

4,067 1

- 1= PLMJ - Sociedade de Advogados, RL. 4,067 1

- 1= Uria Menendez 4,067 1


- 7 Gernandt & Danielsson 1,822 2

95 8 Vinge 1,800 2

57 9= BAHR 1,800 1

- 9= Bech-Bruun 1,800 1

3 9= Kirkland & Ellis 1,800 1

87 9= Roschier 1,800 1

35 13 White & Case 523 3

- 14 Arthur Cox 523 2

- 15= Fasken Martineau Dumoulin 428 1

1 15= Linklaters 428 1

- 15= Nabarro 428 1

- 15= Norton Rose 428 1

18 15= Stikeman Elliott 428 1

- 15= Sullivan & Cromwell 428 1

H1 2011

H1 2012


Number of Deals

13 1 White & Case 523 3

4 2 CMS 105 3

- 3 Thommessen 8 3

44 4 Eversheds - 3


- 6 Gernandt & Danielsson 1,822 2

95 7 Vinge 1,800 2

- 8 Arthur Cox 523 2

- 9 De Pardieu Brocas Maffei 300 2

8 10 Clifford Chance 237 2

- 11= AndresSchneider - 2

- 11= Kebekus et Zimmermann - 2

- 13= Bredin Prat 4,067 1



4,067 1

- 13= PLMJ - Sociedade de Advogados 4,067 1

- 13= Uria Menendez 4,067 1

57 18= BAHR 1,800 1

- 18= Bech-Bruun 1,800 1

7 18= Kirkland & Ellis 1,800 1

The financial adviser league tables by value and volume have been run from 01/01/2012 to the 30/06/2012, 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 30/06/2012 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

A deteriorating political situation across much of Middle East & North Africa (MENA), especially uncertainty about the regional impact of Syria’s escalating civil war, is undermining investment in the region. For the most part, investors are adopting a “wait and see” approach and an outlook that is becoming more myopic as the short-term risks of making a decision increases.

Lebanon and Jordan are the countries most immediately affected by Syria’s conflict, with M&A in the two countries having virtually dried up.

In Iraq, however, M&A is expected to continue, predominantly in the energy sector. It is Iraq’s northern region, Kurdistan, that is considered to have the more favourable investment environment. Perhaps demonstrating this is Qatar Telecom (QTel), which paid €749m and €433m for two additional stakes - 19% and 11% - in the telecom operator, Asiacell, in June.

North AfricaEgypt, North Africa’s most populous country, remains relatively quiet on the investment front as uncertainties over the future direction of the country linger. Although the appointment of the country’s first democratically leader, Mohammed Morsi, has given a degree of comfort to investors, the fact that he is a representative of the Muslim Brotherhood (even if a declared moderate Sunni party) has still left many investors, both international and regional, jittery.

Although many investors are putting decisions on hold, M&A in Egypt has not stopped completely. In April, France Telecom, advised by HSBC, bought a 63.64% stake in Egyptian Company for Mobile Services from Orascom Telecom Media and Technology Holding (OTMT) for €2.4bn, thereby demonstrating there is still investor appetite for certain types of deals.

M&A activity is also expected in the retail sector, according to private equity and banking sources interviewed by mergermarket. Egypt’s large and growing population makes the fundamentals of the consumer sector highly attractive for investors. But whether they would invest in

the country before the government clarifies its economic policy, including its investment rules, is another matter.

In the past, private investors have shown a strong willingness to invest in Egypt’s infrastructure projects, such as power, water and roads. The Mubarak regime encouraged this and established a privatisation bureau to oversee the process. However, investors are now waiting for the newly elected government to clarify the terms of a privatisation programme, if any.

Morocco is also expected to see an uptick in M&A activity, particularly in the financial services and retail sectors, with the latter considered largely untapped. The country’s relative political stability has helped to encourage this. For example, in June French food dairy company, Danone, said it would be buying a 37.8% stake in Moroccan dairy company, Centrale Laitiere, for €550m.

Following the downfall of Muammer Gaddafi, Libya is becoming a more attractive investment destination. Going forward, most M&A activity will be seen in its core sector, energy, with plans afoot to issue a new round of oil and gas licenses to international investors. However, Shell and BP’s current exploration programme is likely to be the bellwether for future investment in this sector, sources told mergermarket.

The National Transitional Council (NTC) had also been prioritising projects that aid job creation, according to a government adviser. It had agreed a US$55bn budget for 2012 to invest across all sectors. Under the stewardship of the NTC, Libya’s banking sector saw one deal closed, with Qatar National Bank (QNB) acquiring a 49% stake in the Bank of Commerce and Development, a Libyan private bank.

The question now is whether Libya’s new government will adopt policies that are sufficiently appealing to international investors and if the regime is stable. Tunisia is likely to see only little M&A activity until the ownership of assets belonging to ousted president, Zine El Abidine Ben Ali, is clarified, sources said. Nonetheless,

companies are still on the lookout for buys. North Africa Holding (NorAH), a Kuwait-based investment firm is looking to acquire a local company operating in the medical and agricultural sectors this year, CEO Emad Al-Saleh told mergermarket.

In Algeria, the government is looking for investors to help develop housing, healthcare, renewable energy, tourism and tram projects. But with its “history of disputes”, the country is likely to find it difficult to attract foreign investors, sources told mergermarket. An example they cite is the effective nationalisation of Orascom Telecom Algeria (Djezzy), the Egyptian telco’s mobile subsidiary, after Algeria’s “football war” with Egypt in 2009. The government brought a claim against Djezzy in 2010 alleging breach of foreign exchange regulations, according to reports. Middle EastThe Gulf Co-operation Council (GCC) countries remain the most stable in the Middle East. As such, there is an expectation that sectors, such as retail and financial services, could see increased M&A activity. During H1, three deals were closed in the financial services sector across the GCC, totaling €2.4bn. In the retail sector, the most significant deal was that of the Qatari Mannai’s Corporation buying Nasdaq-Dubai-listed Damas International for €745m.

In H2, Saudi Arabia is expected to offer the most opportunities for investors, primarily because it is the largest GCC market. The sectors that will prove the most attractive are expected to be retail, healthcare, education and infrastructure projects. The country’s solar industry is also tipped to attract European investors, mainly from Germany, looking for joint venture partnerships with Saudi companies.

In Qatar, M&A activity in the real estate and construction sectors is also set to increase as companies strategically look for acquisitions to support their activities, such as buying a supplier of a sub- contractor, according to a report by mergermarket.

By Lucia Dore

47


tHe middle east & nortH africaToP 15 ANNoUNCED DEAlS For H1 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

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 1,529

26-Mar-12 C Mubadala Development Company PJSC

EBX Ltd (5.63% Stake) Other 1,501

05-Jun-12 P Qatar Telecom 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

18-Apr-12 C Oman International Bank HSBC Bank Middle East Limited (Oman-based operations) (49% Stake)

Financial Services HSBC Bank Middle East Limited 559

27-Jun-12 P Danone SA Centrale Laitiere (37.8% Stake) Consumer Societe Nationale D'Investissement SA

550

05-Jun-12 P Qatar Telecom QSC Asia Cell Telecommunication Company Ltd (11% Stake)

TMT Faruk Group Holding 433

29-May-12 P Kuwait Foreign Petroleum Exploration Company

Alma and Galia oil field developments (35% Stake)

Energy, Mining & Utilities EnQuest Plc 401

21-May-12 P Aker Solutions ASA NPS Energy Energy, Mining & Utilities National Petroleum Services 360

09-Apr-12 P Burgan Bank Eurobank Tekfen AS (99.26% Stake)

Financial Services EFG Eurobank Ergasias SA; and Tekfen Holding Co Inc

271

06-Mar-12 P Microsol International LL FZE SOLON SE Energy, Mining & Utilities 252

22-Feb-12 C Oman Oil Company SAOC REN - Redes Energeticas Nacionais SGPS SA (15% Stake)

Energy, Mining & Utilities Parpublica - Participacoes Publicas SA

205

04-May-12 P QInvest LLC EFG Hermes Holding SAE (Brokerage, Research, Asset Management, Investment Banking and Infrastructure Fund businesses) (60% Stake)

Financial Services EFG-Hermes Holding SAE 191


48


tHe middle east & nortH africaMIx oF DEAlS By SECTor

VALUE VOLUME

Industrials & Chemicals

Financial Services

Business Services

Consumer

Energy, Mining & Utilities

TMT

leisure

Transportation

Pharma, Medical & Biotech

Construction

real Estate

Defence

Agriculture

32.0%

16.9%

6.5%

41.6%

0.2%0.7%

1.1%0.1%0.9%

35.6%

11.1%

15.6%

15.6%

2.2%

2.2%2.2%

11.1% 4.4%

qUArTErly TrENDS

VALUE VOLUME


0

2,000

4,000

6,000

8,000

10,000

12,000

14,000

16,000

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

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 the Middle East and North Africa.Industry sector is based on the dominant industry of the target.

Valu

e (€

m)

Volu

me


49


H1 2011

H1 2012


Number of Deals

- 1 Dechert 2,490 2

- 2 Cleary Gottlieb Steen & Hamilton 2,490 1


- 4= Davis Polk & Wardwell 1,501 1

- 4= Lefosse Advogados 1,501 1


1,501 1

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




20 11 Ashurst 745 1

- 12 SNR Denton 559 2

- 13= Bird & Bird 550 1

- 13= Darrois Villey Maillot Brochier 550 1

- 13= Fidal 550 1

- 16= Bugge Arentz-Hansen and Rasmussen 360 1

- 16= Jones Day 360 1

- 16= Slaughter and May 360 1


- 20 Verdi Ve Yazici 271 1

tHe middle east & nortH africaFINANCIAl ADVISErS



lEgAl ADVISErS

H1 2011

H1 2012


Number of Deals

13 1 HSBC 3,245 4

- 2 Lazard 3,040 3

- 3 SG 2,490 1




- 7 Banco Itau 1,501 1

15 8 PwC 1,139 3

- 9 EFG-Hermes Holding 936 2


- 11 Credit Agricole CIB 550 1

- 12 Barclays 528 3

4 13 JPMorgan 486 3


- 15 Sigma Corporate Finance 252 1

3 16= Banco Bilbao Vizcaya Argentaria 205 1

- 16= Caixa Banco de Investimento 205 1

- 18 QInvest 191 1


- 20 QNB Capital 73 1

H1 2011

H1 2012


Number of Deals

3 1 HSBC 3,245 4

- 2 Lazard 3,040 3


4 4 PwC 1,139 3

- 5 Barclays 528 3

7 6 JPMorgan 486 3




- 10 EFG-Hermes Holding 936 2

- 11= BDO - 2

- 11= Houlihan Lokey - 2

- 11= Kuwait Finance House (Bahrain) - 2

15 11= Rothschild - 2

- 15 SG 2,490 1

- 16 Banco Itau 1,501 1


- 18 Credit Agricole CIB 550 1

- 19 Sigma Corporate Finance 252 1

11 20 Banco Bilbao Vizcaya Argentaria 205 1

H1 2011

H1 2012


Number of Deals




1 4 Linklaters 86 4

9 5 King & Spalding 140 3


7 7 Gibson Dunn & Crutcher 76 3

- 8 Dechert 2,490 2


- 10 SNR Denton 559 2


- 12= Olswang - 2

21 12= Skadden Arps Slate Meagher & Flom - 2

- 12= Trowers & Hamlins - 2

- 15 Cleary Gottlieb Steen & Hamilton 2,490 1

- 16= Davis Polk & Wardwell 1,501 1

- 16= Lefosse Advogados 1,501 1


1,501 1

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

13 20 Ashurst 745 1

The financial adviser league tables by value and volume have been run from 01/01/2012 to the 30/06/2012, 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 30/06/2012 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.

� You want to run your deal and generate revenue, bottom-lineYou don’t want to spend time on paper administration or learning how to use a new IT platform to execute your deal

� You want a cost-effective and efficient due diligence processYou don’t want to pay extra for the expertise you need to be ableto prepare or review documentation for due diligence

� You want to attract the right parties to your sale andprovide all relevant informationYou don’t want buyers struggling to access the data they need, oranything that slows down the decision-making process

� You want to know who is serious about your dealYou don’t want a physical data room that gives you limited intel-ligence on who has looked at your documentation, or to add ex-pense for potential buyers

A Merrill DataSite virtual data room (VDR) solution provides youwith answers to common problems encountered in M&A due diligence projects to help drive deals forward.

Smarter, faster, easier due diligence for yourM&A transactions

If a system, such as a VDR, is hard to use, people get distractedfrom their core business and that’s frustrating, and completely un-wanted in an M&A transaction.

Merrill DataSite VDRs are easy to set up and easy to use - madewith dealmakers in mind.

� The interface and format of our VDR is familiar; replicating thefile structure of Microsoft® Windows® Explorer®

� We provide a sample index structure for your documentation to get the VDR started, which provides a logical structure for allinformation

� It’s easy to upload electronic files yourself, or we can managethis process for you if you don’t have the time or resources

We also know things within a deal-making environment changeand while it’s easy for you to make amendments to your MerrillDataSite VDR wherever you are and whenever you choose, ourmulti-lingual project management team are available 24/7/365 to assist you.

Guaranteed quality of service 24/7/365 comeswith the premier virtual data room

To ensure the due diligence phase of your M&A transaction runssmoothly, we will assign a dedicated project manager to your deal,all included in the price. Your project manager will bring their extensive experience to your transaction, having worked on thousands of projects worldwide.

Your project manager will:

� Help you determine exactly how best to use your virtual dataroom

� Advise how to prepare for loading data, or offer to undertake theprocess for you

� Deploy an experienced team that can load and index up to50,000 hard copy pages in 72 hours, or less, (or up to 20,000electronically pages in just 4 hours)

� Work with you to define security settings, so confidential data isalways protected

Your Merrill DataSite project manager is available 24/7/365, no matter where in the world you are located, no matter whatissue arises.

To learn more call +44 (0)845 602 6916, [email protected], or visit www.datasite.com

Drive Deals withMerrill DataSite

M E R R I L L D A T A S I T E

Here’s how a Merrill DataSite virtual data roomcan help you drive deals

DriveDealsAdvertorial_Layout 1 8/7/12 2:06 PM Page 1

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

Merrill DataSite enhances transaction success.Merrill DataSite is the industry’s acknowledged leader. More than74,000 different private and public companies across the globe haveleveraged Merrill DataSite to increase the value of the following types oftransactions:� 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

Designate user permissions.Team administrators can control which users will be able to view, printor download specific documents, folders or projects – simply andquickly.

Search every word in every document.With large document collections, sophisticated search features arekey to finding critical information and accelerating the due diligenceprocess. Merrill DataSite performs Optical Character Recognition(OCR) on each and every letter in each and every document. Oursearch capabilities allow users to search tens – if not hundreds – ofthousands of pages to find what’s relevant to them. Merrill DataSite’ssearch capabilities ensure nothing is missed in any of the posted documents - regardless of where they may be organised within theindex (e.g. find every instance of “contract” and “termination” within5 words of each other, etc.). Search results are returned much fasterand are unlimited in terms of document results and hits within a document. Using wildcard, fuzzy, proximity, boosting, Boolean andgrouping 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 materialsand 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 providingunmatched security levels. Unlike other VDR providers, images arenever viewable on the PC’s cache after the conclusion of a session.Track all activity accurately. Auditing and reporting tools providea verifiable account of each individual’s time spent viewing bothdocuments and specific pages – information that adds negotiatingleverage.

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

Security is our highest priority.Merrill has been a trusted provider of secure information to the financialand legal industries for more than 40 years. Our employees executeletters of confidentiality and we are audited annually (internal andthird-party) to make certain our IT infrastructure and processes remainsound. Merrill DataSite was the first virtual data room to receive theISO 27001 certification for its comprehensive Information SecurityManagement System (ISMS). The ISO 27001 standard, developed bythe International Organisation for Standards to establish internationalrequirements for information security and certification of ISMS, is designed to ensure effective protection of information assets in foreignmarkets, as well as across national and regional boundaries.

Examine documents immediately.Patented technology ensures you never have to wait for a document to be downloaded. Because the data resides on Merrill’s servers, youcan 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 featuresaves significant time and expense.

The best tool in the industry.Merrill DataSite technology allows for the fastest conversion of soft andhard copy documents to the electronic viewing platform. As a result,designated administrators are able to review documents the momentthey are available. Through secure, simultaneous access, full textsearch 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 dramaticallyreduces transaction time and costs.

As a leading provider of VDR solutions worldwide, Merrill DataSite hasempowered over two million unique visitors to perform electronic duediligence on thousands of transactions totalling trillions of dollars inasset value.www.datesite.com

About Merrill CorporationFounded in 1968 and headquartered in St. Paul, Minnesota, MerrillCorporation is a leading provider of outsourced solutions for complexbusiness communication and information management. Merrill’s services include document and data management, litigation support,language translation services, fulfilment, imaging and printing. Merrillserves the corporate, legal, financial services, insurance and real estate markets.

With more than 5,000 people in over 40 domestic and 22 internationallocations, Merrill empowers the communications of the world’s leadingorganisations.

Merrill Transaction and Compliance ServicesThrough a broad range of tools and services, Merrill Corporationstreamlines document composition, filing, printing, distribution andelectronic 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 professionalscan compose, edit, electronically file, manage and distribute data inprinted or electronic format.

Merrill Legal SolutionsLegal 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 andprofessional services firms. Examples of our expertise include the creation of searchable litigation document repositories, management ofelectronic data discovery and the delivery of real-time court reportingand deposition videography services.

Merrill’s Marketing and Communication SolutionsMCS supply brand identity management, customer communicationand packaged direct marketing programmes for sales professionals inindustries, such as real estate, mutual funds and insurance. Examplesof our services include customisable corporate identity materials, directmail marketing pieces and promotional programmes supported byweb-based technologies.

Merrill’s Translations Services (Merrill Brink)Merrill Brink provides a range of translation options to help clientsachieve the most efficient and cost effective approach to their transla-tion projects. We offer extensive legal translation services for interna-tional litigation, intellectual property, patents, contractual matters,antitrust matters, mergers and acquisitions, arbitration and more.www.merrillcorp.com

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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

paul HartzellSenior Vice PresidentTel: +1 212 367 5950

EXECUTIVE SALES

Chris BeckmannRegional Director, Germany, Switzerland and PolandTel: +49 69 25617 110

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

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

Francesco CaracutaRegional Director, EuropeTel: +44 (0)207 422 6270

Hakema El-HadadRegional Director, France and Northern AfricaTel: +33 (0) 1 40 06 13 10

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

Mike Hinchliffe Regional Director, EuropeTel: +44 (0)207 422 6256

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

Shashank JainAccount Manager, United Arab EmiratesTel: +971 (0)50 252 3025

Alvaro OrtegaRegional Director, Southern EuropeTel: +34 610 909 353

Adam pangAccount Manager, EuropeTel: +44 20 7422 6268

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

Jérôme pottierRegional Director, FranceTel: +33 (0) 1 40 06 13 12

Colin Schopbach Regional Director, EuropeTel: +44 (0)207 422 6221

Anna ScottRegional Director, U. K.Tel: +44 (0)207 422 6263

Mark FinnieRegional Director, North AsiaTel: +852 2536 2534

Ari LeeRegional Director, North AsiaTel: +852 9855 3758

Vincent LorkRegional Director, South East AsiaTel: +65 6248 4602

Chris RobilliardRegional Director, Australia & New ZealandTel: +612 8667 3064

Manuel BentosinosRegional Director, Mexico, Columbia and CaribbeanTel: +52 55 9171 2237

Ana paula Macêd Távora de CastroRegional Director, South AmericaTel: +55 11 9908 0858

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

Carlos NogueiraRegional Director, BrazilTel: +55 11-3895-8572

Brian GilbreathVice President, Midwest and Latin AmericaTel: +1 404 934 8085

Hank GregorySVP, Western Canada & Pacific NorthwestTel: + 604 603 4360

Ryan MacMillanRegional Director, CanadaTel: +1 416 214 2448

Jason HedgesRegional Director, CanadaTel: +1 416-878-3260

Michael KennedyRegional Director, New EnglandTel: +1 207 829 4369

Ross WhittakerRegional Director, New EnglandTel: +1 617.535.1516

Jon LenihanRegional Director, BostonTel: +1 617-535-1618

Scott RedikerRegional Director, Mid AtlanticTel: +1 443-690-3122

Forrest R. DoaneRegional Director, New YorkTel: +1 212 229 6620

Adam KuritzkyRegional Director, New YorkTel: +1 917 232 9569

John McElroneRegional Director, New YorkTel: +1 212 229 6656

Matthew MezzancelloRegional Director, NY, NJ & PATel: +1 212 229 6618

Steve picconeVice President, New YorkTel: +1 212 229 6883

BJ BirtzRegional Director, RaleighTel: +1 919 996 9117

paul KleinkaufRegional Director, SoutheastTel: +1 404 602 3251

Michail SidorovRegional Director, Ohio & MichiganTel: +1 216 333 1274

Jessie SainiRegional Director, MidwestTel: +1 312-386-2293

Scott HaugenRegional Director, Minnesota & WisconsinTel: +1 651 632 4375

Anthony CrosbyRegional Director, ChicagoTel: +1 312 674 6511

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.mergermarketgroup.com/events-publications/

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 [email protected]

Matthew Albert Research Director, Remark [email protected]

Felicity James Production Manager, Remark [email protected]

Mark plaehnRegional Director, ChicagoTel: +1 312 674 6527

Kelly-Leigh KeefeRegional Director, ChicagoTel: +1 312 386 2229

Nicholas RenterRegional Director, TexasTel: +1 214 754 2100

Bryan BrightonRegional Director, AustinTel: +1 512 551 2986

Andrew BuonincontroRegional Director, Bay AreaTel: +1 650 493 1400

Erik SandieRegional Director, Bay AreaTel: +1 650 493 1400

Jay LoyolaRegional Director, Bay AreaTel: +1 949 622 0663

Shelle MartinRegional Director, Bay AreaTel: +1 415 357 4355

Dan phelanRegional Director, Los AngelesTel: +1 213 253 2139

Hans SchumannRegional Director, San DiegoTel: +1 760 635 0830

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

James SnazaDirector of Life SciencesTel: +1 651 632 4585

Jon BlueVice President, Clean TechTel: +1 206 696 9169

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.

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