merger tracker monthly march2009.2

March 2009

M&A MarketAnalysis

Steven M. Bernard, CFADirector of M&A Market [email protected]

MERGER TRACKER

Monthly Overview of Global Middle-Market M&A Activity

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March Report Cover Design_FINAL_white:Layout 1 1/15/2009 10:51 AM

Table of Contents

Commentary 1

Global Activity 3 Regional Transactions 3 Middle-Market Regional Transactions 4

U.S. M&A Activity 5 Annual Transactions 5 Transaction Detail 6 Valuation Multiples 7 Private-Equity Transactions 8 Transaction Detail 9 Sector Breakdown 10 Cross-Border Transactions 11

U.S. Financing Markets 13 Debt Capital Markets 13 Equity Capital Markets 14

European M&A Activity 15 Transaction Detail 15 Annual Transactions 16 Valuation Multiples 17 Private-Equity Transactions 18

Emerging Markets M&A Activity 19

Select William Blair & Company Transactions 20

William Blair & Company Corporate Finance Contact List 23

Notes 24

Disclosures 25

Commentary

1

Commentary

OVERVIEW

Two months into 2009, global M&A activity remains anemic and prospects for any meaningful near-term bounce appear remote. This weakness is affecting all global regions and industry sectors as well as strategic and financial buyer regardless of deal size.

While there has been the occasional multibillion-dollar transaction, the majority of activity remains in the small sub-$50 million category. We expect this pattern to remain the norm and believe that the near-term outlook remains negative. The continued weakness in the equity markets has made it difficult to finance transactions with equity, while the credit markets remain mostly closed, limiting access to debt financing. Furthermore, the uncertainty regarding the economic outlook has forced most corporate CEOs to focus inward on their own financial performance rather than assessing acquisition opportunities.

GLOBAL M&A HIGHLIGHTS

February M&A activity was down significantly across all geographic regions. The total number of global transactions for the month was 2,125, representing a 37.9% decline compared with

last year while the total dollar volume declined 52.8%, to just $97.2 billion. Both North America and Europe saw declines of more than 30% in the number of transactions. The dollar volume declined in excess of 35% for all regions, with an 80% decline in Latin America.

Results for middle-market activity were also extremely weak. The global number of deals for the month totaled 1,139, a decline of 37.1%, while the dollar volume of disclosed transactions was $41.0 billion, a decline of 63.8%.

U.S. M&A HIGHLIGHTS

U.S. M&A activity remains on a downward spiral, reflecting the weak economic environment, declining stock prices, and near shut-down of the credit markets, which have been weighing on the market for more than a year. Overall, U.S. M&A activity in February totaled just 584 announced deals, down 36.0% from last year and

32.0% below the trailing-12-month monthly average of 859. This transaction total was the lowest monthly total since mid-2003.

The dollar volume of transactions totaled just $34.1 billion, a 52.2% decrease from the corresponding period last year and significantly below the depressed trailing-12-month monthly average of $94.5 billion.

In the middle market, the number of transactions totaled 234, a decline of 43.5% from the year-ago period, while the dollar volume of middle-market transactions declined 70.9%.

The best-performing segment continues to be the lower end of the middle market, where the number of transactions under $50 million declined by less than 20% in February. However, the dollar volume of these transactions declined more than 35%, indicating that even this segment was experiencing a decline in transaction size.

The U.S. private-equity market remains under significant pressure. For the month, there were just 47 private-equity transactions, representing a year-over-year decline of 73.6%, while the total dollar volume declined 18.2%.

As a result of this weakness, middle-market transactions involving acquisitions by private-equity firms declined to 11.3% of all deals, down from 11.4% at the end of 2008 and 15.2% in 2007.

Overall EBITDA multiples continue to decline, reflecting the slowdown in the economy and reduced competition between strategic buyers and private-equity firms. For the LTM, the overall valuation multiple for all transactions was 9.9x EBITDA, compared with 11.0x EBITDA during 2008

Public companies remain the most active middle-market acquirers, representing 33.2% of all transactions, although private-company acquirers and foreign acquirers have both continued to significantly increase their share of the total compared with recent totals.

For middle-market transactions and those with an undisclosed dollar value, the most actively targeted industries by foreign buyers were computers/electronics and healthcare. Companies from Canada and the United Kingdom were the most active buyers of U.S. middle-market companies.

Commentary (cont'd)

2

Commentary (cont'd)

EUROPEAN M&A HIGHLIGHTS European M&A activity also remains extremely weak. In February, there were 781 announced transactions

involving European companies. This total represented a decline of 44.5% compared with the corresponding period last year.

The total dollar volume of $46.1 billion was more than 60% below the trailing-12-month monthly average of $103.9 billion.

European middle-market activity was also very weak, with the number of deals down 53.6%, while the dollar volume declined 73.3% compared with the corresponding period last year.

European private equity was also down significantly as the number of transactions was just 56, down 66.5% from the corresponding period last year.

For middle-market deals over the past 12 months, the EBITDA multiple continues to decline and is currently 8.7x EBITDA, compared with 9.5x for 2008.

The EBITDA multiple for all European transactions also continues to decline, coming in at 9.4x for the LTM, ending at 9.4 in February, down from 10.2x at the end of 2008 and 11.5x for 2007.

Global M&A Activity

404 563 646 340 296 292 439 580 799 1,032 625 118 4711,853 12,923 15,870 12,998 12,412 11,932 13,745 16,742 18,756 21,468 21,131 3,611 2,36910,607 13,765 14,205 13,235 12,172 10,534 11,627 13,470 16,442 18,189 16,973 3,251 2,243

$2,224 $3,059 $3,031 $1,575 $1,242 $1,355 $1,943 $2,751 $3,648 $4,275 $2,781 $429 $290

Numberof Deals>$750MMiddle MarketUndisclosed

Deal Value

22,86427,251

30,72126,573 24,880

22,75825,811

30,792

35,997

40,689

40,550

6,9804,659

05,000

10,00015,00020,00025,00030,00035,00040,00045,000

1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2/08YTD

2/09YTD

Number of Deals

$0$500$1,000$1,500$2,000$2,500$3,000$3,500$4,000$4,500

Deal Value ($ in billions)

Undisclosed Middle Market >$750M Deal Value

Source: Dealogic and William Blair & Company, L.L.C. Mergers and Acquisitions market analysis.

Global Activity

3

Global Activity Regional Transactions

Global M&A Activity Detail

2007 2008 2009% Change '09 vs. '08 2007 2008 2009

% Change '09 vs. '08

FEBRUARYNorth America 874 923 574 (37.8%) $178,054 $52,243 $33,024 (36.8%)Latin America 78 73 38 (47.9%) $4,517 $5,400 $1,050 (80.6%)

Europe 952 1,250 685 (45.2%) $93,340 $95,162 $37,196 (60.9%)Africa / Middle East 44 74 42 (43.2%) $8,730 $7,637 $2,189 (71.3%)

Asia Pacific 832 1,102 786 (28.7%) $49,897 $45,661 $23,726 (48.0%)

TOTAL 2,780 3,422 2,125 (37.9%) $334,539 $206,103 $97,185 (52.8%)

YTDNorth America 1,889 1,986 1,347 (32.2%) $271,346 $122,973 $147,044 19.6%Latin America 154 167 85 (49.1%) $7,664 $15,680 $9,407 (40.0%)

Europe 1,847 2,410 1,567 (35.0%) $171,576 $181,029 $81,185 (55.2%)Africa / Middle East 110 151 98 (35.1%) $12,279 $13,352 $5,362 (59.8%)

Asia Pacific 1,691 2,254 1,558 (30.9%) $75,572 $95,927 $47,019 (51.0%)

TOTAL 5,691 6,968 4,655 (33.2%) $538,436 $428,962 $290,016 (32.4%)

LTMNorth America 11,323 12,403 9,894 (20.2%) $1,650,180 $1,468,400 $1,015,826 (30.8%)

Latin America 866 1,218 975 (20.0%) $79,540 $101,438 $103,749 2.3%Europe 11,672 13,146 11,469 (12.8%) $1,370,444 $1,799,546 $945,464 (47.5%)

Africa / Middle East 646 798 870 9.0% $73,474 $108,219 $46,240 (57.3%)Asia Pacific 11,470 14,361 13,142 (8.5%) $552,040 $687,970 $530,798 (22.8%)

TOTAL 35,977 41,926 36,350 (13.3%) $3,725,677 $4,165,572 $2,642,076 (36.6%)

NUMBER OF DEALS DEAL VALUE


The pace of global M&A activity continues to decline substantially from prior-year levels. No region has been spared, with significant double-digit declines in both the number of deals and dollar volume experienced across all major geographic regions.

The one exception is North America, which has a modest year-to-date increase in dollar volume due to the impact of the Pfizer/Wyeth transaction. Without the impact of that transaction, it would also show a sizable double-digit decline.

Global Activity (cont'd)

4

Global Activity (cont'd) Middle-Market Regional Transactions

Global middle-market activity was also down in February, with all regions showing significant declines (more than 50% in most cases) in dollar volume. In aggregate, the total deal value was down 63.8% compared with the year-ago period.

The number of transactions also declined dramatically for the month, down 37.1% from the year-ago period, with North America down 35% and Europe declining 56.1%.

Two months into the new year, all the regions remain solidly down for the year. Overall, the total number of transactions has declined 34.4%, ranging from North America down 24.3% to Latin America down 60.2%.

The dollar volume year-to-date is also down significantly, with an overall decline of 58.7%. The Asia-Pacific region had the smallest decline, at 43.6% while Europe declined 72.3%, the largest of all regions.

Global Middle-Market M&A Activity Detail

2007 2008 2009% Change '09 vs. '08 2007 2008 2009


FEBRUARYNorth America 253 381 247 (35.2%) $27,300 $27,799 $10,568 (62.0%)Latin America 38 44 20 (54.5%) $4,517 $3,050 $1,050 (65.6%)

Europe 398 553 243 (56.1%) $35,392 $47,472 $10,587 (77.7%)Africa / Middle East 30 39 25 (35.9%) $3,813 $4,036 $1,262 (68.7%)

Asia Pacific 608 793 604 (23.8%) $25,667 $30,917 $17,539 (43.3%)

TOTAL 1,327 1,810 1,139 (37.1%) $96,688 $113,274 $41,007 (63.8%)

YTDNorth America 492 758 574 (24.3%) $58,076 $53,595 $23,179 (56.8%)Latin America 74 93 37 (60.2%) $7,664 $5,534 $2,419 (56.3%)

Europe 766 1,015 535 (47.3%) $63,004 $84,342 $23,385 (72.3%)Africa / Middle East 69 79 55 (30.4%) $7,361 $6,291 $3,539 (43.7%)

Asia Pacific 1,260 1,665 1,168 (29.8%) $49,156 $62,096 $35,024 (43.6%)

TOTAL 2,661 3,610 2,369 (34.4%) $185,260 $211,857 $87,546 (58.7%)

LTMNorth America 3,922 4,399 4,384 (0.3%) $361,205 $378,572 $261,947 (30.8%)

Latin America 425 662 489 (26.1%) $41,272 $53,733 $34,045 (36.6%)Europe 5,269 5,781 4,655 (19.5%) $429,788 $517,764 $335,893 (35.1%)

Africa / Middle East 379 500 479 (4.2%) $34,621 $42,546 $31,950 (24.9%)Asia Pacific 8,587 11,073 9,882 (10.8%) $294,756 $406,610 $314,232 (22.7%)

TOTAL 18,582 22,415 19,889 (11.3%) $1,161,643 $1,399,225 $978,066 (30.1%)



U.S. M&A Activity

5

Total announced U.S. M&A activity in February was just 584 transactions, down 36.0% from last year and 32.0% below the trailing-12-month monthly average of 859.

This transaction total was the lowest monthly total since mid-2003. The dollar volume of transactions totaled just $34.1 billion, a 52.2% decrease from the corresponding period last year and significantly below the depressed trailing-12-month monthly average of $94.5 billion.

Middle-market activity was equally weak this month, with the number of deals down 43.5% and the dollar volume down a staggering 70.9%.

The best-performing segment continues to be the lower end of the middle market, where the number of transactions under $50 million declined by less than 20% in February. However, the dollar volume of these transactions declined more than 35%, indicating that even this segment was experiencing a decline in transaction size.

Year-to-date, the U.S. dollar volume has declined just 6.0%, which reflects the impact of the Pfizer/Wyeth transaction rather than a pickup in activity.

U.S. M&A Activity Detail

2007 2008 2009% Chg.

'09 vs. '08 2007 2008 2009% Chg.

'09 vs. '08

FEBRUARY< $50M 163 223 180 (19.3%) $3,105 $3,470 $2,244 (35.3%)$50M-$250M 100 138 43 (68.8%) $11,579 $15,875 $4,962 (68.7%)

$250M-$750M 47 53 11 (79.2%) $19,906 $22,104 $4,869 (78.0%)Total Middle-Market 310 414 234 (43.5%) $34,590 $41,449 $12,075 (70.9%)Monthly Average 361 386 364 (5.6%) $35,498 $38,801 $26,232 (32.4%)> 750M 42 18 8 (55.6%) $145,277 $29,770 $21,988 (26.1%)

Undisclosed 601 481 342 (28.9%) – – – –

Total Deals 953 913 584 (36.0%) $179,867 $71,219 $34,063 (52.2%)Monthly Average 1,019 1,075 859 (20.2%) $145,767 $135,754 $94,452 (30.4%)

YTD< $50M 310 485 442 (8.9%) $5,593 $7,520 $5,363 (28.7%)

$50M-$250M 195 252 96 (61.9%) $23,292 $28,720 $10,350 (64.0%)$250M-$750M 96 95 24 (74.7%) $40,959 $38,154 $10,071 (73.6%)Total Middle-Market 601 832 562 (32.5%) $69,844 $74,393 $25,785 (65.3%)> 750M 76 49 20 (59.2%) $214,340 $86,709 $125,649 44.9%

Undisclosed 1,232 1,050 811 (22.8%) – – – –

Total Deals 1,909 1,931 1,393 (27.9%) $284,184 $161,102 $151,434 (6.0%)

LTM< $50M 2,503 2,635 2,968 12.6% $43,016 $42,123 $41,937 (0.4%)$50M-$250M 1,288 1,372 1,036 (24.5%) $149,935 $157,736 $116,272 (26.3%)

$250M-$750M 544 624 366 (41.3%) $233,024 $265,750 $156,569 (41.1%)Total Middle-Market 4,335 4,631 4,370 (5.6%) $425,975 $465,609 $314,778 (32.4%)> 750M 392 438 219 (50.0%) $1,323,225 $1,163,443 $818,645 (29.6%)

Undisclosed 7,499 7,835 5,714 (27.1%) – – – –

Total Deals 12,226 12,904 10,303 (20.2%) $1,749,201 $1,629,053 $1,133,423 (30.4%)



U.S. M&A Activity Annual Transactions

U.S. M&A Activity (cont'd)

6

U.S. M&A Activity

264 252 327 191 129 144 231 282 363 465 248 49 206,397 5,337 6,772 4,613 4,007 4,215 4,499 4,442 4,484 4,400 4,640 832 5626,647 7,228 5,169 5,268 4,613 4,569 5,180 5,661 7,564 8,017 5,953 1,050 811

$1,585 $1,717 $1,608 $875 $569 $683 $991 $1,302 $1,657 $1,752 $1,143 $161 $151


Deal Value

13,30812,817

12,268

10,0728,749 8,928

9,910 10,385

12,41112,882

10,841

1,931 1,393

0

5,000

10,000

15,000

1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2/08YTD

2/09YTD

Number of Deals

$0

$600

$1,200

$1,800

$2,400




U.S. Middle-Market M&A Activity

Numberof Deals$250-750M 432 527 515 298 291 313 405 424 537 625 437 95 24$50-250M 1,444 1,420 1,582 1,006 894 1,065 1,221 1,277 1,285 1,315 1,192 252 96< $50M 4,521 3,390 4,675 3,309 2,822 2,837 2,873 2,741 2,662 2,460 3,011 485 442

Deal Value $404 $439 $463 $280 $259 $291 $352 $365 $420 $461 $363 $74 $26

6,397

5,337

6,772

4,6134,007 4,215 4,499 4,442 4,484 4,400 4,640

832 562

0

1,000

2,000

3,000

4,000

5,000

6,000

7,000

1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2/08YTD

2/09YTD

Number of Deals

$0

$100

$200

$300

$400

$500

$600


< $50M $50-250M $250-750M Deal Value


U.S. M&A Activity (cont'd) Transaction Detail


7

Overall EBITDA multiples continue to decline, reflecting the slowdown in the economy and reduced competition between strategic buyers and private-equity firms.

However, multiples have not fallen as much as one might expect, given the decreased availability of quality companies for sale. The data are also slightly skewed by the heavy reliance on public-company transactions, which tend to have a higher valuation than private-company transactions.

One-week and four-week acquisition premiums for public companies continue to creep upward as buyers continue to see attractive valuations despite sharply lower stock prices.

U.S. EV/EBITDA Valuation Multiples

Middle Market 9.8x 8.5x 7.5x 8.1x 9.2x 8.0x 9.1x 11.2x 12.1x 9.9x 9.2x 8.6xOverall Market 10.4x 9.1x 8.1x 8.5x 9.3x 8.5x 9.5x 11.2x 12.0x 12.4x 11.0x 9.9x

0.0x

2.0x4.0x

6.0x

8.0x

10.0x

12.0x

1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 LTM

Middle Market Overall Market


U.S. EV/EBITDA Middle-Market Valuation Multiples

< $50M 8.2x 7.9x 7.1x 6.6x 9.5x 8.3x 8.8x 8.9x 11.8x 9.2x 6.7x 5.8x$50M-$250M 10.7x 9.2x 7.4x 8.6x 8.5x 7.3x 9.2x 11.7x 12.0x 11.4x 10.0x 10.0x$250M-$750M 11.3x 8.9x 8.2x 8.4x 9.6x 9.3x 9.3x 11.2x 12.2x 9.8x 12.5x 11.4x

0.0x

2.0x

4.0x6.0x

8.0x10.0x

12.0x

1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 LTM

< $50M $50M-$250M $250M-$750M


Median Acquisition Premiums

Premium1-Week 38.4% 39.2% 41.2% 47.3% 44.9% 35.3% 26.2% 32.3% 27.5% 29.3% 37.4% 41.3%4-Week 42.3% 47.2% 49.0% 53.1% 47.3% 41.8% 29.6% 36.1% 30.3% 31.3% 41.0% 43.0%

10.0%

20.0%

30.0%

40.0%

50.0%

60.0%

1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 LTM

1-W eek Premium 4-Week Premium


U.S. M&A Activity (cont'd) Valuation Multiples


8

Private-equity transaction activity continues to significantly lag the prior-year periods, especially for transactions over $750 million.

For the month, there were just 47 private-equity transactions, representing a year-over-year decline of 73.6%, while the total dollar volume declined 18.2%.

Year-to-date, the total number of transactions is down 53.2%, with each of the three size bands all registering a 50% or greater decline.

U.S. Private-Equity Activity Detail

2007 2008 2009% Chg.

'09 vs. '08 2007 2008 2009% Chg.

'09 vs. '08

FEBRUARYMiddle-Market 57 85 24 (71.8%) $9,069 $13,382 $1,049 (92.2%)Monthly Average 82 71 53 (26.1%) $10,648 $11,243 $5,681 (49.5%)

> 750M 18 2 1 (50.0%) $75,037 $3,183 $12,500 292.7%Undisclosed 101 91 22 (75.8%) – – – –Total Deals 176 178 47 (73.6%) $84,107 $16,565 $13,549 (18.2%)Monthly Average 184 183 120 (34.5%) $52,295 $47,227 $17,189 (63.6%)

YTDMiddle-Market 115 159 77 (51.6%) $17,919 $20,168 $3,163 (84.3%)> 750M 27 11 3 (72.7%) $95,141 $20,076 $27,700 38.0%

Undisclosed 211 185 86 (53.5%) – – – –Total Deals 353 355 166 (53.2%) $113,060 $40,244 $30,863 (23.3%)

LTMMiddle-Market 978 855 632 (26.1%) $127,771 $134,920 $68,176 (49.5%)> 750M 130 146 46 (68.5%) $499,773 $431,803 $138,094 (68.0%)

Undisclosed 1,103 1,198 762 (36.4%) – – – –Total Deals 2,211 2,199 1,440 (34.5%) $627,544 $566,723 $206,269 (63.6%)



U.S. Private-Equity Activity

23 32 29 21 26 33 74 92 117 162 54 11 3347 521 717 530 588 695 973 963 1,039 811 714 159 77316 459 475 459 457 630 781 966 1,086 1,224 861 185 86

$89 $128 $130 $85 $96 $131 $250 $331 $572 $640 $216 $40 $31


Deal Value

6861,012 1,221 1,010 1,071

1,3581,828

2,021 2,242 2,197

1,629

355 1660

5001,0001,5002,0002,500

1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2/08YTD

2/09YTD

Number of Deals

$0

$200

$400

$600

$800

Deal Value ($ in billions)Undisclosed Middle Market >$750M Deal Value


U.S. M&A Activity (cont'd) Private-Equity Transactions


9

There continues to be a shift in the composition of acquirers, with private-equity firms continuing to account for a decreasing percentage of the overall market. Private equity currently accounts for just 11.3% of transactions for the LTM period, compared with 15.2% for all of 2007 and down slightly from 11.4% in 2008. Public companies still account for the largest number of acquirers in middle-market transactions, at 33.2%, although this number has declined in recent months due to the sharp drop in equity prices. Foreign acquirers and private companies both continue to increase their share of the total compared with the year-ago period, although foreign acquirers have slowed down in recent months.

Private companies continue to account for the majority (54.7%) of all transaction targets, although the number of deals involving divestitures and public companies has been increasing steadily. Public-company targets now represent 12.4% of the total, a level not seen since the last bear market in 2002, while private-equity portfolio company exits continue to represent a shrinking percentage of the total.

U.S. Middle-Market M&A Activity by Acquiror

Private 9.7% 17.1% 35.3% 21.6% 21.3% 26.2% 19.2% 17.5% 22.0% 22.5% 30.2% 32.0%Public 77.9% 61.8% 43.0% 52.6% 51.5% 47.4% 50.9% 46.7% 40.4% 40.7% 34.2% 33.2%Private Equity 4.9% 9.1% 8.5% 8.1% 11.5% 14.1% 16.3% 18.6% 21.0% 15.2% 11.4% 11.3%Foreign 7.5% 12.1% 13.2% 17.6% 15.6% 12.3% 13.5% 17.3% 16.5% 21.6% 24.2% 23.5%

0.0%

25.0%

50.0%

75.0%

100.0%

1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 LTM

Percent of Deals Private Private Equity Foreign Public


U.S. Middle-Market M&A Activity by Target

Private 51.2% 48.1% 58.9% 39.8% 36.4% 30.8% 40.1% 54.7% 54.8% 56.5% 55.5% 54.7%Public 12.3% 18.8% 13.9% 13.7% 12.8% 11.5% 7.8% 8.0% 9.3% 10.7% 11.3% 12.4%Private Equity 1.0% 0.2% 2.3% 4.3% 5.2% 6.5% 9.1% 8.6% 8.6% 7.3% 4.3% 3.8%Divestiture 35.5% 33.0% 24.9% 42.2% 45.6% 51.2% 43.0% 28.6% 27.3% 25.4% 28.9% 29.1%

0.0%

25.0%

50.0%

75.0%

100.0%

1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 LTM

Percent of Deals Private Private Equity Divestiture Public


U.S. M&A Activity (cont'd) Transaction Detail


10

The downturn remains steep and broad, with virtually no sector left untouched. For both the overall market and the middle market, not a single industry of the 14 we track is currently experiencing an increase in the number of transactions.

The consumer products sector has suffered the largest decline in the number of transactions, with a 63.2% decline in middle-market deals and a 62.1% decline overall.

In terms of dollar volume, none of the 14 segments in the middle market had a year-over-year increase, with the consumer products segment experiencing a 90.8% decline.

Looking at the broader market, 12 of the 14 industry categories have experienced lower year-to-date dollar volume. The healthcare and financial segments are the only segments to show an increase in activity compared to last year.

Transaction Activity by Target Sector

TRANSACTIONS Mid-Mkt Total Mid-Mkt Total Mid-Mkt Total Mid-Mkt Total Mid-Mkt TotalBusiness Services 356 1,699 335 1,727 354 1,271 62 268 41 170Computers & Electronics 694 1,791 595 1,698 703 1,634 123 324 117 259Construction/Building 85 406 77 394 72 290 14 66 9 39Consumer Products 76 293 110 449 87 240 19 58 7 22Consumer Services 240 695 172 660 157 417 35 84 31 65Energy & Power 290 681 304 719 398 709 68 122 49 80Financial 274 882 268 996 248 758 35 150 24 98Food & Beverage 56 212 39 201 45 169 10 35 5 19Healthcare 426 957 345 930 430 861 84 162 61 129Industrial Products 111 495 116 493 127 415 22 78 10 40Materials 160 530 185 640 220 573 25 95 25 73Real Estate/Property 278 546 236 554 203 430 36 78 29 61Telecommunications 215 488 156 447 158 336 26 64 14 32Transportation 70 222 58 247 56 189 11 42 6 22Other 60 222 60 222 65 181 14 44 5 14TOTAL 3,391 10,119 3,056 10,377 3,323 8,473 584 1,670 433 1,123

$ VOLUME (M)Business Services $25,193 $60,900 $25,729 $91,137 $20,540 $28,512 $3,608 $6,940 $517 $517Computers & Electronics $43,816 $115,629 $42,188 $119,338 $28,885 $76,728 $5,300 $14,420 $3,526 $4,301Construction/Building $9,777 $32,124 $7,610 $45,379 $5,423 $8,625 $1,473 $3,813 $356 $356Consumer Products $7,549 $17,792 $7,178 $28,675 $5,313 $21,448 $1,959 $1,959 $180 $180Consumer Services $27,509 $129,702 $21,125 $87,050 $13,157 $26,896 $2,791 $3,736 $1,251 $3,101Energy & Power $34,728 $160,737 $43,974 $210,528 $47,956 $119,497 $9,256 $15,428 $2,757 $2,757Financial $33,470 $177,328 $32,445 $209,148 $25,951 $155,137 $3,021 $27,312 $940 $39,640Food & Beverage $7,768 $11,849 $3,679 $30,195 $3,967 $98,577 $845 $2,069 $364 $364Healthcare $35,092 $177,421 $32,799 $141,275 $28,430 $136,523 $6,036 $9,070 $3,198 $76,218Industrial Products $9,211 $24,777 $13,985 $46,378 $9,267 $11,217 $2,121 $3,021 $640 $640Materials $19,093 $90,262 $22,845 $100,474 $14,665 $70,445 $2,673 $12,686 $1,374 $7,808Real Estate/Property $31,936 $164,666 $35,402 $136,942 $23,420 $37,519 $4,740 $7,705 $1,390 $2,196Telecommunications $18,692 $205,017 $18,529 $83,155 $9,701 $81,557 $1,566 $1,566 $794 $794Transportation $7,766 $22,275 $8,916 $31,226 $4,982 $13,068 $1,244 $1,244 $1,163 $1,163Other $4,732 $9,329 $6,152 $19,454 $5,685 $7,657 $664 $664 $190 $190TOTAL $316,333 $1,399,808 $322,557 $1,380,355 $247,340 $893,406 $47,295 $111,631 $18,638 $140,223

ENT. VALUE/ EBITDA Business Services 12.0x 12.5x 11.3x 14.1x 13.3x 12.6x 0.0x 10.3x 17.7x 17.7xComputers & Electronics 17.9x 17.0x 16.7x 16.8x 15.9x 15.8x 0.0x 0.0x 10.0x 10.0xConstruction/Building 0.0x 11.5x 10.6x 11.3x 8.2x 8.2x 0.0x 0.0x 0.0x 0.0xConsumer Products 13.4x 11.9x 10.5x 12.2x 6.4x 10.1x 0.0x 0.0x 0.0x 0.0xConsumer Services 14.0x 13.9x 10.7x 13.4x 11.2x 12.8x 0.0x 0.0x 0.0x 0.0xEnergy & Power 12.4x 11.5x 11.7x 11.8x 17.5x 14.1x 0.0x 0.0x 7.4x 7.4xFinancial 13.4x 12.7x 11.4x 11.7x 10.5x 10.7x 17.7x 23.1x 5.0x 5.0xFood & Beverage 7.3x 7.3x 0.0x 19.7x 12.8x 15.1x 0.0x 17.4x 5.8x 5.8xHealthcare 14.4x 16.7x 13.9x 15.4x 15.0x 17.3x 8.7x 10.3x 0.0x 17.3xIndustrial Products 10.6x 12.9x 0.0x 10.8x 15.4x 15.4x 0.0x 0.0x 0.0x 0.0xMaterials 12.5x 13.0x 10.7x 10.9x 9.4x 12.1x 18.0x 10.8x 6.5x 5.0xReal Estate/Property 11.1x 16.4x 15.7x 16.4x 12.2x 13.0x 0.0x 0.0x 6.6x 11.8xTelecommunications 15.3x 15.4x 15.9x 15.2x 15.8x 12.3x 0.0x 0.0x 0.0x 0.0xTransportation 18.0x 14.1x 12.7x 13.2x 3.2x 5.4x 0.0x 0.0x 3.9x 3.9x

2006 2007 2008 2008 YTD 2009 YTD


U.S. M&A Activity (cont'd) Sector Breakdown


11

Overall U.S. cross-border activity and middle-market cross-border continue to decline moderately from prior levels.

For the overall market, the LTM transaction breakdown is about 60%/40% in favor of outbound transactions, similar to the totals for all of 2006 and 2007.

In the middle market, the LTM transaction breakdown favors the outbound transactions 60% to 40%. For middle-market and undisclosed transactions, the most actively targeted U.S. industries by foreign buyers were computers/electronics, healthcare, and mining.

The most active country buying in the United States is Canada, followed by the United Kingdom and Germany.

The top foreign industries targeted by U.S. buyers were technology, business/professional services, and mining.

The top country targeted by U.S. buyers was Canada, followed by the United Kingdom and Japan.

U.S. Middle-Market Cross-Border M&A by Number of Deals

Numberof DealsInboundMiddle Market 383 471 682 572 442 366 435 527 514 603 737 687Undisclosed 296 393 396 446 408 254 351 523 741 810 625 584Value $37.2 $47.6 $65.2 $38.9 $30.2 $24.3 $40.6 $44.5 $57.5 $64.6 $53.5 $47.8OutboundMiddle Market 755 838 867 671 553 521 689 744 810 1,059 1,064 966Undisclosed 944 999 1,052 768 563 492 612 666 792 947 996 915Value $55.6 $76.3 $72.0 $49.0 $36.7 $38.5 $57.5 $61.0 $70.8 $104.4 $90.6 $74.4

1,6991,837

1,919

1,013

1,3011,4101,439

1,116

1,602

2,006 2,0601,881

679 864

1,078

1,018850

620

7861,050

1,2551,413 1,362 1,271

0

500

1,000

1,500

2,000

2,500

1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 LTM

Number of Deals

$0

$20

$40

$60

$80

$100

$120


Outbound Inbound Inbound Deal Value Outbound Deal Value


U.S. M&A Activity (cont'd) Cross-Border Transactions


12

U.S. Cross-Border M&A — Number of Transactions

2007 2008 2009 YTD 2007 2008 2009 YTD 2007 2008 2009 YTD

Middle Market 603 737 67 1,059 1,064 105 1,662 1,801 172 > $750M 93 54 7 65 39 3 158 93 10 Undisclosed 810 625 83 947 996 115 1,757 1,621 198 Total 1,506 1,416 157 2,071 2,099 223 3,577 3,515 380

INBOUND OUTBOUND TOTAL

U.S. Cross-Border M&A — Transaction Value

2007 2008 2009 YTD 2007 2008 2009 YTD 2007 2008 2009 YTD

Middle Market $64,630 $53,480 $3,269 $104,400 $90,624 $5,055 $169,030 $144,104 $8,324> $750M $297,267 $232,367 $20,831 $150,092 $95,211 $3,044 $447,358 $327,578 $23,875UndisclosedTotal $361,897 $285,847 $24,099 $254,491 $185,835 $8,100 $616,388 $471,682 $32,199

INBOUND OUTBOUND TOTAL

U.S. Cross-Border M&A Transactions — 2009 YTD

Target Industry Deals Acquiror Country Deals Target Industry Deals Target Country DealsComputers & Electronics 33 Canada 45 Computers & Electronics 26 Canada 35Healthcare 25 United Kingdom 26 Professional Services 16 United Kingdom 10Mining 15 Germany 12 Mining 11 Japan 8Professional Services 12 Japan 10 Healthcare 9 Germany 7Oil & Gas 9 Switzerland 9 Telecommunications 7 China 7

INBOUND to U.S. OUTBOUND from U.S.

U.S. Cross-Border M&A Transactions — 2008

Target Industry Deals Acquiror Country Deals Target Industry Deals Target Country DealsComputers & Electronics 262 Canada 382 Computers & Electronics 417 Canada 304Healthcare 145 United Kingdom 184 Professional Services 229 United Kingdom 267Professional Services 140 Australia 88 Finance 158 China 213Mining 109 Japan 80 Healthcare 122 Japan 163Oil & Gas 103 Germany 74 Real Estate/Property 102 India 141

INBOUND to U.S. OUTBOUND from U.S.

U.S. M&A Activity (cont'd) Cross-Border Transactions

U.S. Financing Markets

13

Average Equity Contribution

Left Column - less than $50 million EBITDA Right Column - more than $50 million EBITDA

28.9% 29.9%34.2% 36.1% 36.3%

40.8%37.9% 39.7%

35.4% 34.1% 32.1%

40.2% 42.9%

25.2% 26.8%30.0% 29.6% 31.0%

36.7%32.4% 31.5% 29.9% 29.2% 30.3%

38.3%41.9%

0.0%

10.0%

20.0%

30.0%

40.0%

50.0%

1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2H08

Source: S&P’s Leveraged Lending Review.

LBO Debt Multiples

3.6x 3.6x 3.4x 3.2x 2.8x 3.4x 3.0x 3.5x4.2x 4.2x

5.2x

3.7x 3.3x

1.3x 1.2x0.7x 0.8x

0.6x0.7x

0.8x0.8x

0.4x 0.6x

0.4x

0.8x 1.3x

4.9x 4.8x4.1x 4.0x

3.4x4.1x 3.8x

4.3x 4.6x 4.8x

5.6x

4.5x 4.6x

4.0x3.2x 3.2x 3.2x 2.7x 2.5x 2.7x 3.3x 3.9x

4.7x5.4x

4.1x3.3x

1.7x2.2x 1.6x 1.0x 1.4x 1.5x

1.8x1.6x

1.3x0.7x

0.8x

0.8x1.4x

5.7x 5.4x4.8x

4.2x 4.1x 4.0x4.5x

4.9x 5.2x 5.4x

6.2x

4.9x 4.7x

0.0x

1.0x

2.0x

3.0x

4.0x

5.0x

6.0x

7.0x Series7 Series1

1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2H 2008

Left Column = Less than $50MM EBITDA Right Column = More than $50MM EBITDA


Average Spread of LBO Loans

441

400377

+200

+250

+300

+350

+400

+450

1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2H08

Libor EBITDA of $50M or less All LBOs EBITDA More than $50M


U.S. Financing Markets Debt Capital Markets

The tight credit markets continue to force buyers to put up significantly more cash to finance LBO transactions. The average equity contribution for 2008 rose to 40.2% for transactions involving companies with EBITDA of less than $50 million. For the second half of 2008, this number rose 42.9%.

The IPO backlog continues to shrink, as a record numbers of filings are withdrawn or postponed. Loan pricing is up significantly due to the near absence of institutional investors and heading higher as a result of the current turmoil. For 2008, the average spread of LBO loans was LIBOR +364, up from +270 in 2007. For transactions with over $50 million of EBITDA, the spread was +338, compared with +270 in 2007. For transactions with less than $50 million of EBITDA, the spread jumped from +292 in 2007 to +431 in 2008.

U.S. Financing Markets (cont'd)

14

IPO Pricings by Sector — Last 4 Quarters: 24 Total Deals

Q1 200810

Q2 200810

Q3 20083

Q4 20081

Other11

Finance3

Tech5

Healthcare4

Consumer1

IPO Filings by Sector — Last 4 Quarters: 98 Total Deals

Q2 200835

Q3 200831

Q1 200824

Q4 20088

Other30

Tech24

Healthcare19

Finance15

Consumer6

Oil & Gas4


IPO Backlog

Pricings 17 21 11 2 22 19 12 4 4 3 2 4 4 2 1 0 0 1 0 0 1 0Filings 13 27 37 22 8 16 16 15 3 8 10 16 9 14 11 6 1 4 3 3 0 0Withdrawn 7 2 8 3 11 16 8 12 9 7 4 5 5 1 5 6 12 8 11 2 3 1

8288

109

124

104

84 86 83

64 61 64 60 5650

59 5848

4336 32 31

35

0

20

40

60

80

100

120

140

06/07 07/07 08/07 09/07 10/07 11/07 12/07 01/08 02/08 03/08 04/08 05/08 06/08 07/08 08/08 09/08 10/08 11/08 12/08 01/09 02/09 03/09

Number of Deals

0

5

10

15

20

25

30

35

40Backlog Pricings Filings Withdrawn


U.S. Financing Markets (cont'd) Equity Capital Markets

European M&A Activity

15

European M&A activity for February was extremely weak, with double-digit declines across the board. There was a 44.5% decline in the number of deals and a 60.3% decline in dollar volume compared with last year.

The total dollar volume of $46.1 billion was more than 56% below the trailing-12-month monthly average of $103.9 billion.

European middle-market activity was also very weak in February, with the number of deals down 53.6%, while the dollar volume declined 73.3% compared with the corresponding period last year.

European M&A Activity Detail

2007 2008 2009% Change '09 vs. '08 2007 2008 2009


FEBRUARY< $50M 297 409 218 (46.7%) $4,337 $5,632 $2,311 (59.0%)$50M-$250M 118 153 62 (59.5%) $12,994 $18,699 $6,414 (65.7%)

$250M-$750M 64 71 14 (80.3%) $28,028 $30,632 $5,924 (80.7%)

Total Middle-Market 479 633 294 (53.6%) $45,359 $54,962 $14,648 (73.3%)Monthly Average 512 571 471 (17.5%) $43,312 $52,393 $34,860 (33.5%)> 750M 42 27 11 (59.3%) $95,437 $61,029 $31,440 (48.5%)

Undisclosed 592 746 476 (36.2%) – – – –Total Deals 1,113 1,406 781 (44.5%) $140,795 $115,991 $46,088 (60.3%)Monthly Average 1,174 1,332 1,167 (12.4%) $139,377 $188,901 $103,976 (45.0%)

YTD< $50M 566 759 492 (35.2%) $8,458 $10,001 $4,980 (50.2%)

$50M-$250M 254 310 119 (61.6%) $28,171 $36,670 $12,767 (65.2%)$250M-$750M 104 125 30 (76.0%) $43,285 $53,465 $13,912 (74.0%)

Total Middle-Market 924 1,194 641 (46.3%) $79,914 $100,136 $31,658 (68.4%)> 750M 69 61 21 (65.6%) $154,420 $118,292 $66,706 (43.6%)

Undisclosed 1,183 1,508 1,119 (25.8%) – – – –Total Deals 2,176 2,763 1,781 (35.5%) $234,334 $218,428 $98,364 (55.0%)

LTM< $50M 3,888 4,148 3,827 (7.7%) $52,585 $61,432 $49,927 (18.7%)$50M-$250M 1,606 1,895 1,350 (28.8%) $187,671 $220,948 $156,582 (29.1%)

$250M-$750M 650 812 480 (40.9%) $279,484 $346,335 $211,811 (38.8%)

Total Middle-Market 6,144 6,855 5,657 (17.5%) $519,741 $628,715 $418,320 (33.5%)> 750M 422 533 296 (44.5%) $1,152,784 $1,638,094 $829,388 (49.4%)

Undisclosed 7,518 8,600 8,054 (6.3%) – – – –Total Deals 14,084 15,988 14,007 (12.4%) $1,672,525 $2,266,809 $1,247,708 (45.0%)



European M&A Activity Transaction Detail

European M&A Activity (cont'd)

16

European M&A Activity

Numberof Deals>$750M 163 300 356 162 172 149 198 287 392 541 336 61 21Middle Market 4,140 5,400 6,577 5,721 5,144 4,653 4,920 5,919 6,186 6,585 6,210 1,194 641Undisclosed 4,223 6,319 7,685 7,158 6,053 5,112 5,539 6,734 7,098 7,684 7,681 1,508 1,119

Deal Value $773 $1,498 $1,536 $677 $639 $624 $840 $1,221 $1,700 $2,283 $1,368 $218 $98

8,526

12,01910,657

12,940 13,67614,618

13,04111,369

9,914

14,810 14,227

2,7631,781

0

5,000

10,000

15,000

20,000

1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 YTD2/08

YTD2/09

Number of Deals

$0

$600

$1,200

$1,800

$2,400


Middle Market > $750M # of Deals Deal Value

Source: Dealogic and William Blair & Company, L.L.C. Mergers and Acquisitions market analysis. .

European M&A Activity (cont'd) Annual Transactions


17

For middle-market deals over the past 12 months, the EBITDA multiple continues to decline and is currently at 8.7x, compared with 9.5x for 2008.

The EBITDA multiple for all European transactions also continues to decline, coming in at 9.4x for the LTM period, down from 10.2x at the end of 2008 and 11.5x for 2007.

One-week and four-week acquisition premiums continue to be at near-record highs due to the weak equity markets.

European Middle-Market Valuation Multiples

Middle Market 9.9x 8.8x 8.7x 8.6x 8.3x 8.6x 8.7x 9.7x 11.0x 10.6x 9.5x 8.7xOverall Market 10.2x 9.0x 8.9x 8.9x 8.5x 8.7x 8.8x 10.1x 11.3x 11.5x 10.2x 9.4x

0.0x2.0x4.0x6.0x8.0x

10.0x12.0x14.0x

1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 LTM

Middle Market Overall Market


European Middle-Market Valuation Multiples

Size< $50M 7.8x 7.9x 7.3x 7.8x 7.9x 8.2x 10.5x 9.6x 8.1x 7.6x$50M-$250M 9.9x 9.4x 9.2x 8.7x 9.2x 10.5x 10.7x 11.2x 9.0x 9.0x$250M-$750M 9.3x 9.4x 10.8x 10.3x 9.6x 11.8x 12.3x 12.3x 12.2x 10.9x

0.0x2.0x4.0x6.0x8.0x

10.0x12.0x14.0x

2000 2001 2002 2003 2004 2005 2006 2007 2008 LTM

< $50M $50M-$250M $250M-$750M


European Middle-Market Median Acquisition Premiums

1-Week Premium 23.2% 23.7% 26.3% 23.3% 23.0% 17.0% 17.1% 16.3% 14.5% 19.1% 30.0% 29.8%4-Week Premium 31.3% 30.0% 32.1% 26.4% 23.3% 22.1% 19.3% 21.1% 17.7% 22.6% 31.0% 31.6%

10.0%

15.0%

20.0%

25.0%

30.0%

35.0%

1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 LTM

1-Week Premium 4-Week Premium

Source: Dealogisc and William Blair & Company, L.L.C. Mergers and Acquisitions market analysis.

European M&A Activity (cont'd) Valuation Multiples


18

European private-equity activity is down substantially, mirroring the activity in the United States. For the month, the total number of deals was just 56, down 66.5% from the corresponding period last year. The dollar volume for the month was just $1.6 billion, a decline of 89.7% from the $15.7 billion in February 2008.

European Private-Equity Activity

12 22 29 21 31 39 62 88 103 149 61 9 1422 554 767 714 709 717 829 957 864 930 679 133 49224 379 571 562 531 613 667 1,062 1,064 1,150 844 195 72

$44 $75 $91 $74 $95 $134 $213 $275 $353 $444 $177 $29 $4


Deal Value

646

955

1,367 1,297 1,2711,369

1,558

2,1072,031

2,229

1,584

337

122

0250500750

1,0001,2501,5001,7502,0002,250

1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 YTD2/08

YTD2/09

Number of Deals

$0

$100

$200

$300

$400

$500




European M&A Activity (cont'd) Private-Equity Transactions

Emerging Markets M&A Activity

19

Emerging Markets M&A Activity

Latin American M&A Activity

15 18 34 8 13 8 13 13 30 33 37 4 5363 424 389 310 202 290 329 310 438 665 590 50 20247 412 326 300 234 222 233 242 416 557 503 43 29

$68 $76 $94 $47 $38 $30 $59 $48 $130 $106 $118 $10 $8

of DealsNumber

Deal Value

>$750MMiddle MarketUndisclosed

575 565625

854749

618449 520

884

1,255 1,130

97 54

0

250

500

750

1,000

1,250

1,500

1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 YTD2/08

YTD2/09

Number of Deals

$0

$20

$40

$60

$80

$100

$120

$140


Middle Market >$750M # of Deals Deal Value


Asian M&A Activity

27 58 73 51 50 47 86 105 157 200 149 30 121,549 2,525 3,421 3,241 3,770 3,583 5,045 7,130 8,975 11,287 11,068 1,784 1,225

943 1,407 1,991 1,845 2,024 1,639 1,922 2,579 3,029 3,425 3,842 639 440

$124 $305 $388 $254 $201 $226 $397 $520 $691 $842 $724 $124 $65

Numberof Deals

Deal Value

>$750MMiddle MarketUndisclosed

2,5193,990

5,485 5,137 5,844 5,2697,053

9,814

12,161

14,912 15,059

2,4531,677

-1,500

1,000

3,500

6,000

8,500

11,000

13,500

16,000

1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 YTD2/08

YTD2/09

Number of Deals

$0$100$200$300$400$500$600$700$800$900




Select William Blair & Company Transactions

20

Select William Blair & Company Transactions

CLOSE DATE TARGET TARGET DESCRIPTION ACQUIROR ACQUIROR DESCRIPTION

DEAL VALUE

2/27/09 Photo Therapeutics, Limited

Aesthetic dermatological devices

PhotoMedex, Inc.

Offers a wide range of medical products and services

$13.3

2/9/09 Payformance Corporation Healthcare IT ABS Capital Partners Private-equity firm ND

1/30/09 Saleen, Inc.

Manufacturer of high-performance niche automobiles and aftermarket parts.

Hancock Park Associates

Manufacturer of automotive parts

ND

1/23/09 Niman Ranch Producer of all-natural fresh beef, pork, and lamb, as well as prepared foods

Natural Food Holdings Holding company $28.0

1/22/09

Centive, Inc Provider of on-demand sales compensation solutions

Xactly Corporation Leading software-as-a-service (SaaS) provider of on-demand sales compensation solutions

ND

12/31/08 Gateway Ethanol

Ethanol plant production Dougherty Funding, LLC DIP Lender 63.0

12/22/08 Pensar Electronic Solutions, LLC

Provider of low-to-medium volume, high mix (broad line of relatively shorter run SKUs) outsourced electronic solutions across a diverse range of end markets

LaBarge, Inc. Engages in the design, manufacture, and assistance of electronic, electromechanical, and interconnect systems on a contract basis

$45.0

12/19/08 Sorex Holdings Ltd. (Indigo Capital LLP)

Independent manufacturer and supplier of a broad range of chemical and non-chemical pest-control systems

BASF SE BASF is the world’s leading chemical company

ND

12/15/08 TDX Group Limited (Blenheim Chalcot)

Multinational provider of proprietary, analytics-based arrears management solutions for defaulted consumer debt.

Investcorp Technology Partners

Technology private equity arm of alternative investment manager Investcorp

$110.2

11/20/08

API Software, Inc. Develops labor cost management applications for hospitals and health systems

Francisco Partners Global private-equity firm focused exclusively on investments in technology companies

ND

11/18/08 Stainton Metal Company Limited (NVM Private Equity)

Designer, manufacturer and supplier of an extensive range of galvanized and stainless-steel support structures

Valmont Industries, Inc.

Global designer and manufacturer of poles and towers, irrigation equipment and commercial tubing.

ND

11/14/08 Chockstone, Inc. Loyalty card provider and marketing services

Heartland Payments Systems, Inc.

Delivers credit/debit/prepaid card processing, payroll, check management, and payments solutions

ND

11/6/08 Folgers Coffee Company (Procter & Gamble)

Produces whole bean, ground, and instant coffees

The J.M. Smucker Company Manufactures and markets branded food products

$3,000.0

11/05 Frederick A. Krehbiel Purchase of related-party stockholdings Molex Incorporated Manufactures and sells electronic components

$26.7

10/31/08 TMG Health, Inc. Business process outsourcing services firm providing a variety of administrative services to the Medicare and Medicaid health plan markets

Health Care Service Corporation

The largest customer-owned health insurer in the United States and the fourth-largest health insurer in the country overall

ND

10/23/08 IntelliTax (a division of TRE Financial) (Platform Partners)

Tax software company Wolters Kluwer Leading global information services and publishing company

ND

10/17/08 Liba Laboratuarlari Anonim Sirketi Distributor of pharmaceutical products for a number of leading international companies within Turkey

EBEWE Pharma Ges.m.b.H Nfg.Kg.

International pharmaceutical company ND

10/16/08 Coria Laboratories, Ltd. Pharmaceutical company specializing in research, development and marketing of dermatology products

Valeant Pharmaceuticals International

Specialty pharmaceutical company $95.0

10/8/08 CBOT Metals Complex (a division of CME Group)

Commodities Exchange NYSE Euronext Securities Exchange ND

10/6/08 Wm. Wrigley Jr. Company Chewing gum company Mars, Inc. & Berkshire Hathaway

Confectionary company $23,100.0

Note: Bold denotes William Blair & Company, L.L.C. client.

Select William Blair & Company Transactions (cont'd)

21



DEAL VALUE

9/29/08 MicroCal, LLC Designs and manufacturers microcalorimeters used in drug discovery and the life sciences

GE Healthcare, Ltd. Provides a variety of medical products and healthcare information technologies

ND

9/23/08 ChartOne, Inc. (Warburg Pincus)

Provider of medical record workflow solutions to hospitals and physician clinics

HealthPort Technologies, LLC Provides healthcare information technology and strategic solutions

ND

9/22/08 Allied Richard Bertram Marine Group

Aftersales service and marketing of new and pre-owned motoryachts

Ferretti, SpA Luxury yacht dealer ND

8/29/08 MedVenture Technology Corp. Medical outsource solutions provider Ampersand Ventures Private equity ND

8/22/08 New York Mercantile Exchange International energy and metals exchange CME Group International commodities exchange $7,914.0

8/22/08 Habeas Provides email reputation intelligence ReturnPath Provides integrated e-mail reputation management and deliverability services

ND

8/01/08 Bemrose Booth Specialist in security printing and associated services

American Industrial Acquisition Corporation

Investment fund ND

7/31/08 Skywire Software LLC (Hall Financial Group)

Provides software and services to the insurance industry

Oracle Corporation World’s largest enterprise software company

ND

7/21/08 BPO operations of Skywire Software

Provides BPO services such as print and mail services, Web publishing, electronic bill payment, and Web hosting

KUBRA Data Transfer, Ltd Develops and markets customer communication management (CCM) solutions

ND

7/15/08 Skylight Financial, Inc. (JLL Partners)

Issuer, acquirer, marketer, and processor of debit accounts and stored-value cards

NetSpend Corporation Leading marketer and processor of prepaid payment solutions

ND

7/08/08 180 Connect Provides residential media installation services for cable and satellite providers

DirecTV Group Provides direct-to-home digital television services and multichannel video programming distribution

$105.0

7/02/08 Atlantic Paper & Foil Convertor and distributor of tissue and paper products

CelluTissue Holdings, Inc. (Weston Presidio)

Manufactures and markets a variety of specialty tissue hard rolls and machine-glazed paper

ND

6/30/08 Diamond Glass Provider of auto glass replacement services

Belron SA World’s leading vehicle glass repair and replacement company

$50.0

6/30/08 FirstService Security (First Service Corporation)

Provides full suite of integrated security services

ADT Security, a Division of Tyco International

Provides electronic security and surveillance systems

$187.5

6/30/08 Signicast Corporation Investment caster for top OEM manufacturers

The Pritzker Group Middle-market private-equity firm ND

6/10/08 High End Systems, Inc. (Generation Partners)

Manufacturer of automated lighting solutions

Barco nv Designs and develops imaging products for a variety of industries

$55.0

6/06/08 Premier Research Group plc

Full-service, global CRO providing clinical research and development services

ECI Partners U.K. private-equity group $220.0

6/04/08 American IronHorse Motorcycle Company, Inc.

Designs and manufactures customized motorcycles, including cruisers and choppers

AIH Acquisition, LLC Dealer of high-end, customized motorcycles ND

6/03/08 Accuro Healthcare Solutions, Inc. (Welsh Carson Anderson & Stowe)

Provides revenue management solutions for healthcare providers

MedAssets, Inc. Provides integrated spend management and revenue cycle solutions for healthcare providers

$350.0

4/04/08 The Hi-Tech Group, Inc., (Red Diamond Capital, Century Park Capital Partners)

Provides outsourced design and manufacturing services for the medical device industry

Parker Hannifen Manufactures motion and control technologies and systems

ND

4/01/08 National Computer Print, Inc. (GTCR Golder Rauner, LLC)

Provides personalized, time-sensitive, and confidential business communications

Lion AVI Holdings, LLC Joint venture of private-equity firms Lion Equity Partners Holdings, LLC and Access Value Investors LLC

ND

3/31/08 Optimal Solutions Integration, Inc.

High-end SAP consulting and staffing firm Tailwind Capital Middle-market private-equity firm ND

3/21/08 Ranir, LLC Manufactures a broad spectrum of private-label oral care products

Kayak Holdings, LLC Investment group ND

3/11/08 Williams Foods, Inc. Produces dry seasonings, sauce mixes, and meal-enhancing products

C.H. Guenther & Son, Inc. Produces flours, baking mixes, gravies, sauces, and baked products

ND



22



DEAL VALUE

3/06/08 nSpired Natural Foods, Inc. (American Capital Strategies)

Provides natural and organic mainstream food products

Hain Celestial Group, Inc Produces natural and organic food and personal care products

ND

3/04/08 DocuData Solutions, LLC Provides document management and media storage services

BancTec Provides payment processing, document and content processing, and IT services

ND

3/04/08 CMS, Inc. (Brown Brothers Harriman)

Leader in the development, sales, and support of radiation therapy planning software solutions

Elekta AB International medical technology company $75.0

2/29/08 Tandem Labs (DW Healthcare Partners)

Bioanalytical and immunoanalytical contract research organization

Laboratory Corporation of America Holdings

Clinical laboratories offering a broad range of genomic and esoteric testing services

ND

2/29/08 CMC Biologics A/S Provides process development and manufacturing services, to the biopharmaceutical and biotechnology industries

Monitor Clipper Partners, LLC Private-equity firm investing in middle-market companies in North America and Europe.

ND

2/29/08 Corporate Payments Division of Payformance Corp.

Provides integrated electronic payment solutions, print services, and corporate payment software systems

SunGard AvantGard LLC Provides software and processing solutions for financial services, higher education, and the public sector

ND

2/08/08 ACI Electronics, LLC Distributor of electronic components used in defense and aerospace applications

Arrow Electronics, Inc. Global provider of electronic components and computer products

$60.0


William Blair & Company Corporate Finance Contact List

23

William Blair & Company Corporate Finance Contact List Brent Gledhill Head of Corporate Finance 312.364.8420 [email protected]

Mark Brady Head of Product Groups 312.364.8853 [email protected]

Brent Felitto Head of Industry Groups 312.364.8013 [email protected]

Matt Gooch Head of European and Asian Banking +44 20 7868 4545 U.S. voicemail: 312.364.5475 [email protected]

Mergers & Acquisitions Special Situations & Restructuring

Mark Brady Principal and Group Head of M&A 312.364.8853 [email protected] Shay Brokemond Principal 312.364.8920 [email protected]

Kelley Drake Principal 312.364.8936 [email protected] Brent Smith Principal 312.364.5392 [email protected]

Sam Tinaglia Principal 312.364.8086 [email protected]

Phil Reitz Director 312.364.8688 [email protected] Steven M. Bernard, CFA Director of M&A Market Analysis 312.364.8221 [email protected]

Geoffrey Richards Principal and Head of Special Situations and Restructuring 312.364.5436 [email protected]

Business Services Commercial & Industrial Consumer & Retail

Scott Patterson Principal and Co-Head of Business Services 312.364.8821 [email protected]

Brett Paschke Principal and Co-Head of Business Services 312.364.8657 [email protected]

Britt Trukenbrod Principal 312.364.8840 [email protected]

Laura Van Peenan Director 312.364.8543 [email protected]

Mark Brady Principal and Co-Head of Commercial and Industrial 312.364.8853 [email protected]

Sam Tinaglia Principal and Co-Head of Commercial and Industrial 312.364.8086 [email protected]

Shay Brokemond Principal 312.364.8920 [email protected]

Kelley Drake Principal 312.364.8936 [email protected]

Paul Hindsley Principal 312.364.8576 [email protected]

Brent Smith Principal 312.364.5392 [email protected]

Phil Reitz Director 312.364.8688 [email protected]

Tim Carroll Principal and Group Head of Consumer & Retail 312.364.8532 [email protected]

Paul Hindsley Principal 312.364.8576 [email protected]

Chris Spahr Principal 312.364.8118 [email protected]

James Bertram Director 312.364.5426 [email protected]

Financial Services Healthcare Technology

Rob Metzger Principal and Co-Head of Financial Services 312.364.8517 [email protected]

Daniel Daul Director 312.364.8457 [email protected]

Brent Felitto Principal and Group Head of Health Care 312.364.8013 [email protected]

John Kibler Principal 312.364.8535 [email protected]

Dewey Martinelli Principal 312.364.8085 [email protected]

Karl Palasz Principal 312.364.8932 [email protected]

Brian Scullion, M.D. Principal 312.364.8948 [email protected]

Dan Connolly Principal and Group Head of Technology 312.364.8544 [email protected]

Mark McNay Director 415.986.5596 [email protected]

Financial Sponsors Private Placements London San Francisco

Kelly J. Martin Director 312.364.8832 [email protected]

Mark McNay Director 415.986.5596 [email protected]

PIPES Shanghai

Brandon Lower Principal and Group Head of Financial Sponsors 212.237.2716 [email protected]

Jonathan Skinner Director 617.235.7522 [email protected]

James Wildman Vice President 312.364.8076 [email protected]

Fred Johnson Director 312.364.8211 [email protected]

Matt Gooch Head of European and Asian Banking +44 20 7868 4545 U.S. voicemail: 312.364.5475 [email protected]

Brian Doyle Director +44 20 7868 4547 [email protected]

Henry Lu Principal +86 216 1357288 [email protected]

Notes

24

Notes

Disclosures

THIS IS NOT IN ANY SENSE A SOLICITATION OR OFFER OF THE PURCHASE OR SALE OF SECURITIES. THE FACTUAL STATEMENTS HEREIN HAVE BEEN TAKEN FROM SOURCES WE BELIEVE TO BE RELIABLE, BUT SUCH STATEMENTS ARE MADE WITHOUT ANY REPRESENTATION AS TO ACCURACY OR COMPLETENESS OR OTHERWISE. OPINIONS EXPRESSED ARE OUR OWN UNLESS OTHERWISE STATED. FROM TIME TO TIME, WILLIAM BLAIR & COMPANY, L.L.C. OR ITS AFFILIATES MAY BUY AND SELL THE SECURITIES REFERRED TO HEREIN, MAY MAKE A MARKET THEREIN AND MAY HAVE A LONG OR SHORT POSITION THEREIN. PRICES SHOWN ARE APPROXIMATE. THIS MATERIAL HAS BEEN APPROVED FOR DISTRIBUTION IN THE UNITED KINGDOM AND APPROPRIATELY PASSPORTED COUNTRIES BY WILLIAM BLAIR INTERNATIONAL, LIMITED (“WBIL”), REGULATED BY THE FINANCIAL SERVICES AUTHORITY (FSA), AND IS DIRECTED AT, AND IS ONLY MADE AVAILABLE TO, AUTHORIZED PERSONS AND OTHER PERSONS FALLING WITHIN COB 3.2.5(1)(b) OF THE FSA HANDBOOK, AND MAY NOT BE PASSED ON TO PRIVATE CUSTOMERS IN THE UNITED KINGDOM. ANY UNAUTHORIZED USE IS PROHIBITED. “WBIL” IS REGISTERED IN ENGLAND UNDER COMPANY NUMBER 3619027 AND ITS REGISTERED OFFICE IS LOCATED AT 3 ST HELENS PLACE, LONDON, ENGLAND ECA6AB.

“WILLIAM BLAIR & COMPANY” AND ARE REGISTERED TRADEMARKS OF WILLIAM BLAIR & COMPANY, L.L.C. Copyright 2009, William Blair & Company, L.L.C. March 20, 2009

25

Disclosures

March 2009

M&A MarketAnalysis

Steven M. Bernard, CFADirector of M&A Market [email protected]

MERGER TRACKER

Monthly Overview of Global Middle-Market M&A Activity

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William Blair & Company, L.L.C. is a global investment firm offering investment banking,asset management, equity research, institutional and private brokerage, and private capital toindividual, institutional, and issuing clients. Since 1935, we have been committed to helpingclients achieve their financial objectives. As an independent, employee-owned firm, ourphilosophy is to serve our clients’ interests first and foremost. We place a high value on theenduring nature of our client relationships, the quality of our products and services, and thecontinuity and integrity of our people. William Blair & Company is based in Chicago, withoffice locations including Boston, London, New York, San Francisco, Shanghai, Tokyo, andZurich. For more information, please visit www.williamblair.com.

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Economy & Finance