monthly m&a insider_october_2009.pdf

Monthly M&A InsIderA mergermArket report on globAl m&A Activity

october 2009

Monthly M&A InsIdermergermarket

introduction 3krAft, cAdbury And industry consolidAtion 4

JApAnese finAnciAl services reshuffling buoys m&A–but will deAls continue to flow? 7

cvc to Acquire cee brewing businesses 9

north AmericA 9

lAtin AmericA 23

AsiA-pAcific 37

chinA 48

JApAn 62

AustrAliA 75

europe 88

uk 100

germAny 113

frAnce 126

itAly 138

benelux 151

iberiA 165

nordic 178

cee And cis 192

russiA 205

middle eAst & north AfricA 217

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CONTENTS

IntroductIon

Head of Research – Elias Latsis

Editor – Anna Henderson

For advertising opportunities contact:

Erik Wickman

Tel: 001 212 6863329

[email protected]

North America – Aksana FitzpatrickLatin America – Jennifer ruizAsia-Pacific – debbie Jung; Harris GumnaniGreater China – Maggie cheung; Anita Wong; chunshek chanJapan – Shunsuke okanoAustralia – cicilie LofsgardEurope – Felix BarwinekUK – Lars LundqvistGermany – Sola Akinola; Felix BarwinekFrance – damien JulliardItaly – Giovanni GalloriniBenelux – Kathleen Van AerdenIberia – Samuel tedjasukmanaNordic – Laya MonetilbanoCEE/CIS – nulifer SezerRussia – Irina ArefyevaMENA – Marie-Laure Keyrouz

Monthly M&A Report

03

Global M&A activity remains at a slow pace, although the re-appearance of bigger trade deals, such as the potential cadbury/Kraft deal, demonstrate that the market is showing signs of improvement. According to mergermarket data, 979 deals at a total value of €114bn have been completed globally since the 1 September. In the same period last year there were 1,519 deals at a total value of €296.7bn.

So where will the next deals originate? this month, douglas robinson assesses the Financial Services region in Japan, citing that financial institutions are increasingly rationalising business operations, which resulted in a flurry of deal activity in September. Indeed, the month saw eight transactions, worth a total of uS$8.7bn, coming to market in Japan.

the Financial Services arena could see more deal flow in Europe as well, given valuations remain depressed and companies are looking to streamline their businesses. In the uK, Barclays recently announced it has plans to sell off £4bn worth of credit assets, while the acquisition of InG’s Swiss private banking assets, for €344m, is tipped as a potential spark to consolidation in the wealth management industry.

Elsewhere, the consumer sector appears to be having its fair share of action. In a uK private equity round-up Matthew Albert outlines the recent cVc buyout of InBev’s central & Eastern European brewing operations, while the ongoing hostile fight for cadbury by Kraft heats up in a feature written by Elizabeth castro.

mergermarket is pleased to offer you the october edition of Monthly M&A Insider, a publication which provides you with features by mergermarket journalists, all monthly deals, potential activity and deal drivers. We hope you continue to find it useful.

By Anna Henderson, Remark

tHE nExt StEp For M&A

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Monthly M&A report

04

At the moment, the size of Kraft’s bid is in limbo as the company awaits Cadbury’s third-quarter sales figures, but Kraft’s bid will almost certainly have to be higher than its initial 745p per share offer, which equates to roughly uS$10.2bn, and it is expected that the bid will have to climb as high as 850p in order to be successful. A deal of this size would more than double the North American Consumer food and beverage industry’s aggregate deal value for 2009, which currently stands at uS$3.9bn representing 48 deals. There marks a significant drop from the 96 food and beverage deals worth uS$34.2bn announced in 2008, but it is important to note that last year’s figures are inflated by the uS$22.6bn merger of Mars and The Wm. Wrigley Jr. Company, which represents an astounding 66% of the industry’s 2008 aggregate deal value.

Kraft’s acquisition of Cadbury could be the industry’s largest deal for 2009, though Cadbury’s resistance to the deal makes it difficult to tell how the auction will develop in the coming weeks. regardless of whether Kraft is the preferred bidder, Cadbury’s options may be limited if the conglomerate sweetens its offer this much, especially since competing bids are unlikely to trump Kraft’s. Since initial merger talks began in August, some of the industry’s largest global players have been pegged as interested parties, but while names like Nestle and Hershey have been mentioned routinely, Kraft, which boasts annual revenues of uS$42bn and a market cap of nearly uS$60bn, has stayed at the forefront.

One of the reasons for this is Kraft’s distance from potential anti-trust hurdles that would complicate bids from other players like Nestle, which like Cadbury already has a hold on the market for confectionary. By contrast, Kraft has a diverse product offering covering everything from coffee to frozen dinners, and only dabbles in the sweets business, unlike confectionary specialist Cadbury, whose three core categories are gum, chocolate and candy. Kraft’s proposed acquisition of Cadbury, which has a market cap of uS$17.7bn, would

obviously change this: Cadbury would add to Kraft’s portfolio candy classics like Swedish Fish and Sour Patch Kids, not to mention Cadbury’s namesake chocolates and its wide variety of European confectionary brands. Together, the two companies would become what Kraft refers to in its proposal as a “global powerhouse in snacks, confectionary and quick meals with a rich portfolio of iconic brands.”

A combined Kraft-Cadbury would certainly create a force to be reckoned with, and yet entities of this size and scope are not exactly uncommon in the uS food and beverage industry, where a significant deal of large-cap consolidation has already taken place over the span of about a decade. Examples include General Mills’ uS$10.4bn acquisition of Pillsbury Co. in 2000; Kraft’s uS$7.6bn acquisition of France-based Groupe danone’s biscuits and cereal business in 2007, which created the largest cookie company in Europe, and J.M. Smucker Company’s uS$3.3bn acquisition of Folgers in 2008.

Additionally, while Kraft is indeed aiming high with its bid for Cadbury, it is not the only industry giant with major strategic deals on the agenda. Nestle, the world’s largest food company, has set aside between uS$1.5bn to uS$2bn for acquisitions through the end of 2009, and Pennsylvania-based HJ Heinz, which has a market cap of roughly uS$12bn, has been pegged as a particularly logical acquisition candidate. The Kellogg Company and France-based Grupo danone, meanwhile, are rumored to be potential merger partners in the near future, and Kellogg is itself eyeing acquisition opportunities in Eastern Europe. Other leading uS brands like J.M. Smucker have also made clear that M&A is currently a fundamental part of its strategy. And in specific corners of the market like the meat industry, M&A is a vehicle for international expansion: Tyson Foods, the largest uS meat producer, is currently considering expanding into India, South America and China, while Minnesota-based meat producer Hormel has indicated that it is keeping its feelers out for potential targets in its market.

uS-BASEd KrAFT FOOd’S ATTEMPT TO ACquIrE uK-BASEd CAdBury HAS CONTINuEd INTO OCTOBEr, ANd THE SAGA IS LIKELy TO CArry ON uNTIL THE NOVEMBEr 9 dEAdLINE FOr FINAL OFFErS.

KrAFT, CAdBury ANd INduSTry CONSOLIdATION

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ALL-NATurAL dEAL drIVErS

M&A in the food and beverage industry is also receiving a significant push from the health food segment as companies seek to add all-natural or organic businesses to their portfolios. In 2008, Kellogg acquired granola brand Bear Naked, which now sits alongside Eggo and rice Krispies in the Kellogg portfolio, and General Mills, whose recognizable brands include Häagen dazs and Betty Crocker, acquired Humm Foods, which has achieved tremendous success with its all-natural, gluten-free LÄrABAr snack bars in the uS. In the natural beverage space, meanwhile, heavyweights like Coca-Cola and PepsiCo have purchased a string of all-natural beverage brands in recent years including FuZE and Izze.

Through 2009, and particularly in the past several months, companies of the all-natural variety continue to field a great deal of interest from potential acquirers. The natural beverage industry, for instance, has recently seen several notable deals in its niche coconut water market. In September, Coca-Cola announced its uS$45m investment in coconut water company Zico. The same month, PepsiCo. subsidiary Pepsi Bottling Group Inc. (PBG) joined forces with Connecticut-based private equity firm Catterton Partners to acquire an undisclosed stake in One Natural Experience (O.N.E.), a California-based all-natural beverages company. These deals were announced on the heels of a major acquisition by PepsiCo., which last month acquired Brazil’s largest coconut water company, Agua de Coco da Amazonia (Amacoco), for an undisclosed amount.

Earlier in the year, similar strategic acquisitions were popping up across the broader natural beverage market. In March, Coca-Cola acquired a minority stake in Innocent Limited, an all-natural juice company based in the uK, for uS$45m. The same month, all-natural and all-organic tea company Sweet Leaf Tea Company became a target for another industry giant, Nestle, when Nestle Waters North America Inc. acquired a 35% stake in the company for a cash consideration of uS$15.6m.

It is worth noting that minority investments like those made in Innocent, Sweet Leaf, Zico and O.N.E. are becoming increasingly popular as financing outright acquisitions can be difficult in the current climate. Interestingly, however, some of these deals leave open the possibility for a complete acquisition down the road. For example, the terms of Nestle’s 35% stake purchase of Sweet Leaf Tea leaves open the possibility for Nestle Waters to acquire the remaining stake in Sweet Leaf, currently a portfolio company of Catterton Partners, within three and a half years.

MId-MArKET CONTrIBuTIONS

Looking at smaller-scale food and beverage activity, it is clear that the all-natural movement is fueling M&A in all price ranges as growing companies seek to dominate their particular corners of the market. In one recent deal, announced in September, Canada-based nutritional products company Atrium Innovations Inc. agreed to acquire uS-based nutritional supplement company Garden of Life Inc. for a consideration of uS$35m, as part of its strategy of strengthening its footprint in the health and nutrition industry.

As for potential deal flow, Schiff Nutrition International, the Salt Lake City-based vitamin and nutrition bar company, is also looking at M&A as a tool to branch out into the health food market, or more specifically, to broaden its distribution in health food stores. The company, which has a market cap of uS$120m and annual revenue of uS$177m, currently generates a majority of its sales through mass market retailers such as Wal-Mart but could use M&A as a vehicle to reach specialty health retailers as well.

On the sell-side, too, mid-market companies are in a strong position to fuel M&A activity even further. Mediterranean Snack Company, a New Jersey-based health food company, has begun to entertain serious offers, especially from private equity firms, which reportedly make offers on a monthly basis. In the long-term, a sale to a large-cap player will likely be Mediterranean’s course of action: Frito-Lay, a subsidiary of PepsiCo, could scoop up the company as it adds healthier brands to its portfolio, like many of its large-cap peers have done in recent years.

Another prime example is Immaculate Baking, which recently received investments from uS-based private equity firms dogwood Equity and Sherbrooke Capital. The company has grown considerably over the past 18 months and could sell to a large-cap acquirer in the near future, pointing to Kraft as a logical bidder. Immaculate, which posts revenues in the uS$10m to uS$20m range, would be an attractive asset for an industry giant like Kraft since its organic cookie line, which uses no saturated fats, hydrogenated oil, high-fructose corn syrup or artificial flavors, would give its parent company an edge over competitors like Sara Lee and Pillsbury.


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OuTLOOK

The food and beverage industry in the uS continues to facilitate M&A activity in a broad range of specialized markets and price ranges. Indeed, even though most of the blockbuster deals were sealed years ago, bulge-bracket companies continue to have a healthy appetite for M&A, as evidenced by the constant flow of strategic acquisitions from industry leaders like Nestle, PepsiCo., and now Kraft. And on the smaller end of the spectrum, mid-market companies continue to pursue growth through acquisitions, with many of these expanding businesses well-positioned to become prime targets for larger strategic buyers down the road, especially if their product offering is particularly trendy or desirable, as is the case today with natural food businesses across the country. This is a dynamic that does not seem to change with time: there are always niche markets emerging in the food and beverage space and it seems there are always plenty of big players growing even bigger through acquisitions, which is why the sector can be expected to generate its fair share of M&A activity in the future even while activity in other sectors slows.

By elizabeth Castro, remark


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As a result of such deal flow, Japanese Financial Services M&A soared in September 2009, with eight transactions, worth a total of uS$8.7bn, coming to market – accounting for close to 3.5% of total Asian M&A deal volumes over the month, as well as 21% of values. In comparison, over the first three quarters of the year, Japanese Financial Services M&A comprised just 2.35% of overall Asian deal volumes and 12.5% of values.

Activity was chiefly driven by a duo of multi-billion dollar consolidation plays conducted by Mitsui Sumitomo Insurance Group, the acquisitive Japanese insurance company. Mitsui Sumitomo spent a combined uS$6bn buying up Nissay dowa General Insurance and Aioi Insurance, both smaller domestic competitors, in a bid to merge the two together to create a new entity, aptly called Aioi Nissay dowa Insurance. The acquisitions were financed via a 3-way share swap which saw Mitsui Sumitomo pay modest premiums (<3% in both cases) for the two companies.

After the integration, the new entity will be Japan’s largest non-life insurance group surpassing Tokio Marine Holdings. Nevertheless, Aioi Nissay dowa Insurance’s market share is projected to be a modest 33% – a percentage which is unlikely to trouble Japan’s antitrust authorities.

The second-largest such transaction saw daiwa Securities Group, one of Japan’s principal brokerages, acquire the remaining 40% stake it does not already own in daiwa Securities SMBC, the Japan investment bank and 10-year joint-venture between daiwa Securities and Sumitomo Mitsui Financial Group (SMFG), for uS$2.2bn. The two owners decided to go their separate ways citing differences in business synergies following a busy M&A season in 2008 which saw Nomura buy Lehman Brothers’ Asian assets for the knock-down price of uS$225m, Mitsubishi uFG snap up a 20% stake in Morgan Stanley for uS$9bn and – more recently – SMFG buy Nikko Cordial Securities as well as other associated assets for uS$7.8bn.

SMFG’s previous acquisition of Nikko Cordial’s assets is widely believed to have been the trigger for the group’s subsequent exit from daiwa Securities SMBC. According to reports from the Financial Times, SMFG wanted to take over control of the joint venture with daiwa and integrate the business with it’s holdings in Nikko Cordial. daiwa, however, demurred, preferring to go it along – a decision which the Wall Street Journal called ‘a shame’.

Change is also occurring at a regional level following the pronouncement by Nomura Chief Executive Kenichi Watanabe late last year that a further wave of consolidation is expected to hit the country’s smaller banks. Such an assertion was indeed prescient, especially given the recent announcement of a merger between the Tokushima and Kagawa Banks, both tier-two banks, valued at a total of uS$390m. The transaction, which is forecast to be completed by december 2009, will result in a new entity called TOMONy Holdings.

Nevertheless, further bouts of consolidation could be put off by a slew of conflicting economic performance indicators, with the Central Bank recently reporting worse-than-expected q2 GdP growth figures, which – on an annualized basis – would suggest Fy 2009 growth of 2.3%. In contrast, market commentators were expecting an annualized figure of 3.7%. At the same time, August core machinery orders – reportedly a leading gauge of capital spending – rose by just 0.5%, much less than the 2.1% forecast. The announcement led one senior Japan-based economist to remark, “The reading was a bit disappointing. recent machinery orders data suggests any recovery in capital expenditure will be slower than some people had hoped.” On the other hand, Japanese business confidence is steadily improving, with the q2 2009 Tankan business sentiment survey index rising from -48 to -33 over the period – a sign that fewer respondents have a pessimistic view on Japan’s economic outlook.

WITH THE WIdEr JAPANESE ECONOMy CONTINuING TO rECOVEr FrOM THE ECONOMIC MALAISE BrOuGHT ABOuT By THE CrEdIT CrISIS, dOMESTIC FINANCIAL INSTITuTIONS HAVE INCrEASINGLy rATIONALIZEd THEIr BuSINESS OPErATIONS IN A BId TO CONTrOL COSTS ANd STrEAMLINE WOrKING PrOCESSES.

JAPANESE FINANCIAL SErVICES rESHuFFLING BuOyS M&A – BuT WILL dEALS CONTINuE TO FLOW?

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JAPANESE FINANCIAL SErVICES rESHuFFLING BuOyS M&A – BuT WILL dEALS CONTINuE TO FLOW?

Prospective rain-makers’ resolve will be further muddied by the fact that a raft of promised financial regulations to be introduced by the recently-incumbent democratic Party have been heavily watered down. For example, Banking Minister Shizuka Kamei, who recently has been publicly discussing measures to declare a mandatory moratorium on all small to midsize businesses’ debts, was finally shot down in early October. However, the matter is still confusing M&A players as the authorities are still toying with the idea of naming and shaming banks who decide not to ease repayment schedules – ultimately clouding the issue even further.

Indeed, signs are beginning to emerge that acquisitive Japanese financial institutions are finally losing patience with the quixotic nature of the country’s financial markets as well as the perceived lack of action from regulators. One such firm, Advantage Partners, the Japanese private equity fund with a focus on the Greater China and Japanese Financial Services sector, is reportedly looking at buys in India as Japanese opportunities diminish. According to a source close to Advantage, the decision to hunt abroad came as the Japanese economy is slowly coming out of a recession and growth is still sluggish.

In other news, the Tokyo-based life insurer Taiyo Life Insurance is reportedly looking to buy a minority stake in industry peers in China, Korea and Thailand as the business plans to move into the three countries in the immediate future. Taiyo Life’s imminent move abroad comes as the domestic life insurance market is becoming saturated given Japan’s aging population.

With the yen having broadly appreciated over the past couple of years, a home market which has seen a swathe of consolidation activity of late (including the mid-2009 merger between Shinsei and Aozora banks), and the macroeconomic outlook continuing to look uncertain, it is perhaps unlikely that Japanese financial institutions will continue to look for inorganic growth opportunities at home. Meanwhile, IPO-exit markets for Japanese portfolio companies are also slow with little liquidity and investor appetite manifesting themselves – another reason why funds could be seeking opportunities elsewhere. Instead, corporates are actively seeking to increase partnerships and consider inorganic growth opportunities with Asian counterparts, primarily those in China and India.

By douglas robinson, remark

IntroductIon /

Monthly M&A Report

09

As pArt of Its deleverAgIng strAtegy, AB InBev (ABI) thIs month Agreed to sell off Its centrAl & eAstern europeAn BrewIng operAtIons to cvc cApItAl pArtners, mArkIng the lAtest In A strIng of dIvestments to prIvAte equIty plAyers By the world’s lArgest Brewer. ABI, whIch Accrued deBts of us$52Bn After the tAkeover of Anheuser Busch In 2008, only lAst week Announced the sell off of ten us-BAsed theme pArks to the BlAckstone group for €2Bn.

cvc to AcquIre cee BrewIng BusInesses

with the latest sale, ABI has surpassed its us$7bn (€4.7bn) target of non-core asset disposals – an integral part of the group’s deleveraging strategy over the past year. private equity players benefitted handsomely from the strategy, snatching up four of the eight ABI divestments in 2009, the most notable being kohlberg kravis roberts & co’s buyout of oriental Breweries, the south korea-based brewery, for €1.3bn in may. Beverage assets, particularly breweries, are particularly prized buys for the asset class, being, as they are, businesses that offer comparatively resilient returns even during down economic cycles.

looking at the transaction terms, cvc will acquire ABI’s brewing operations in nine cee countries for €1.49bn with a potential earn out of up to nearly €535m contingent upon the buyout house’s return on investment. cvc will also retain the right to brew and distribute ABI’s stalwart brands such as stella Artois, Beck’s and lowenbrau, among others, in the nine cee countries where the new beverage group will be operating – in turn, ABI will retain similar rights for staropramen in several other large markets such as the us, uk, russia and the ukraine. cvc has also granted ABI a call option on the acquired assets.

that cvc raised around €675m (us$1bn) in senior debt from a syndicate of global and regional lenders was an additional feat in pulling off the acquisition – while perhaps also providing a further sign of thawing in debt markets.

the buyout marks a remarkable first step into the region for cvc, which only last year put together a london-based team to target assets in the cee region. In a company press release, cvc’s cee head, Istvan szoke, said, “the acquisition marks the first investment in the region for cvc and we are delighted to acquire such a strong business with iconic brands, experienced management and dedicated employees. cvc is committed to developing the group, to be renamed starBev, into the regional champion and will work with the local management teams and employees to achieve this goal.”

excluding the earn out, the deal ranks as the second largest private equity transaction brokered in europe in the year to date, surpassed only by AXA private equity and f2i sgr’s 80% stake acquisition into Italy’s enel rete gas for €1.7bn in may. taken together with news that the Blackstone group plans to float some eight companies and exit a further five – including numerous european assets – such a deal serves as another positive sign that the asset class in getting the spring back in its step.

By Matthew Albert, Remark

Monthly M&A Report

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NORTH AMERICAA MERgERMARkET M&A REpORT ON

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Debt for Equity Swaps on the rise • From the beginning of the fiscal year, we have seen a

significant increase in insolvency related transactions. More creditors are taking control of the borrowing entities, replacing the debt owed to them, with the company’s equity. On 23 of September, Mark IV Industries, the US based manufacturer of automotive engineered systems and components, along with its creditors announced a debt for equity swap agreement, pursuant to which the senior secured lenders and unsecured creditors will receive 88% and 12% equity interests in the reorganized company. Mark IV owed around $1.2bn, the swap will reduce this debt to $400m.

• During the same month, the Star Tribune Company, a popular Minneapolis newspaper, agreed to swap a portion of the debt owed for a 95% stake in the company. The newspaper was acquired by Avista Capital partners in 2006, for approximately $530m. The company’s lenders consist of Angelo, gordon & Co, CIT group Inc, Credit Suisse, gE Capital, and Wayzata Investment partners.

• While the majority of such swap agreements come as a result of a bankruptcy, for many companies it has become a way of reducing their debt at the first sign of trouble. granite City Food & Brewery Ltd, on the 21 September, has agreed to convert $15m worth of debt owed to DHW Leasing, in exchange for 28m of common shares, representing approximately 63.35% equity stake in the company. granite City Foods stated that it will save approximately $19m of principal and interest payments over the next five years.

Higher overall activity in M&A, third consecutive increase in volume• A total of $110.5bn transactions were reported in Q3

09, down by 32.6% from the previous quarter. On the other hand, the number of deals has been increasing for the past 3 consecutive quarters, witnessing an 18.26% increase in volume from the first quarter of 2009. Mid-market activity is still lagging behind, down by 5.5% from the previous quarter to $15.16bn from $16.04bn in value, and 10.8% decrease in volume from 259 transactions in Q2 09.

Monthly M&A Report

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DEAL OF THE MONTH

Target: Affiliated Computer Services Announced: 28 Sep 2009

Bidder: Xerox Corp Deal value: $7,352m

Seller: - Deal nature: Acquisition, Domestic, public

STRUCTURE• Affiliated Computer Services, Inc (ACS), a Delaware

corporation, has signed a definitive agreement to be acquired by, Xerox Corp (XRX), a New York corporation. The Board of Directors of both companies have approved the merger.

• ACS, a US based company headquartered in Dallas, TX, is a provider of business process outsourcing and information technology services to commercial and government clients.

• XRX, a US based company headquartered in Norwalk, CT, is engaged in developing, manufacturing, marketing, servicing and financing a range of document equipments, software, solutions and services.

• XRX will become a $22bn global company, of which $17bn will be recurring revenue. The company’s service revenue will triple from $3.5bn in 2008 to an estimated $10bn in 2010. XRX expects to achieve annualized cost synergies that will increase to the range of $300m to 400m in the first three years following the close of the transaction. The synergies are primarily based on expense reductions related to public company costs, procurement and using ACS’s expertise in back-office operations to handle some of XRX’s internal functions.

TERMS• $18.60 per share in cash and 4.935 XRX shares per ACS

share.

• The offer represents a value of$63.11 per share for ACS shareholders based on the closing share price of XRX on 25-Sep-09 of $9.02.

• The offer provides a premium of 33.6% base on the closing share price of ACS on 25-Sep-09 of $47.25.

• XRX will assume ACS’s debt of $2bn and issue $300m of convertible preferred stock to ACS’s Class B shareholders.

• The implied equity value of the transaction is approx. $5.7bn.

• If a superior offer were to emerge for ACS, the company would be required to give XRX at least 3 business days to make adjustments to its current offer before ACS’s board of directors could effect a change of recommendation of the deal.

• $1,742,000,000 in term loans, $33,043,807 in revolving loans, $79,268,019 in letters of credit in each case outstanding under the Company’s Credit Agreement, dated as of 20-Mar-06, with Citicorp USA Inc. and the lenders party thereto, $250,000,000 in 4.70% Senior Notes due 2010, $250,000,000 in 5.20% Senior Notes due 2015, $50,169,511 in capital leases as of 31-Aug-09, and no more than $5,000,000 of other amounts of indebtedness as of 31-Aug-09.

CONDITIONS• HSR (USA)

• ACS shareholder approval

• XRX shareholder approval

EXPECTED COMPLETION • The transaction is expected to close in the first quarter

of 2010.

TERMINATION DATE • The termination date for the transaction is 27-Jun-10.

TERMINATION FEE • $194m, or 3.4% based on the implied equity value of

the deal. The per-share increase required to cover this fee in a superior offer would be $2.14. Under certain circumstances, there would be a reverse termination fee and the parent would owe the company $235m. If XRX stockholder approval is not obtained, then XRX will pay ACS $65m.

12Monthly M&A Report

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DEAL OF THE MONTH

Advisers

Target/Seller Bidder

Financial CitigroupEvercore partners

Financial JpMorganBlackstone group

Legal Ropes & gray Shearman & Sterling (Advising Citigroup)Cravath Swaine & Moore Skadden Arps Slate Meagher & Flom (Advising Evercore partners)

Legal Simpson Thacher & BartlettLatham & Watkins (Advising JpMorgan)

PR - Financial Brunswick groupkekst and Company

mergermarket/dealReporter Intelligence

01-Oct-09 Affiliated Computer Services sued over takeover agreement with Xerox (Company press Release(s))

29-Sep-09 Xerox doesn’t expect rival ACS bids, but analysts say offer may have to rise (Fortune Magazine)

Exit multiples - Y/E 30/06/2009 Premium analysis

Multiples Value ($m) Offer price per share ($) 63.11

Revenue 1.1 x 6,523 1 day before 33.6%

EBITDA 6.9x 1,113 1 month before 38.7%

EBIT 11.1x 686 1 day after 14.1%

Earnings 18.4 x 350 Pre-rumour -

Timetable and Expected Events

Regulatory

HSR (USA) 30 cd waiting period; further 30 cd following compliance with the request for additional information

Offer Timetable

Termination Date 27-June-10 re date by which merger must be completed before agreement must be amended

prelim proxy re preliminary proxy statement filed with SEC, reviewing process typically lasts at least 30 cd, and can be as long as 60 cd

Def proxy re definitive proxy statement declared effective by SEC

Effective Date re date merger becomes effective, normally 2 td after EgM approval

Settlement Date re date payment can be expected by, normally within 4 business days of Effective Date in state of Delaware

Company Events

ACS EgM record date re date shares must be held by in order to vote at the EgM

ACS EgM re approval of merger by target's shareholders; normally 1m from def proxy


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TOP 15 NORTH AMERICAN ANNOUNCED DEALS FOR YTD 30 SEPTEMBER 2009 Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia

1-day beforeDeal value

($m)Revenue EBITDA P/E

26-Jan-09 p Wyeth pharma, Medical & Biotech

pfizer Inc 2.8 11.6 15.3 14.7% 63,266

30-Jan-09 C genentech Inc (44.20% stake)

pharma, Medical & Biotech

Roche Holding Ltd 7.7 17.4 29.6 13.0% 44,291

9-Mar-09 p Schering plough Corporation


Merck & Co Inc 2.3 8.7 22.1 33.9% 43,198

10-Jun-09 p Citigroup Inc (36% stake)

Financial Services

United States Department of the Treasury

n/a n/a -4.7% 25,000

23-Mar-09 C petro-Canada Energy, Mining & Utilities

Suncor Energy Inc 0.8 2.9 6.2 34.8% 18,400

4-May-09 p Liberty Entertainment Inc

TMT The DirecTV group Inc - 15,519

19-Mar-09 C IndyMac Federal Bank FSB

Financial Services

MSD Capital Lp; J.C Flowers & Co LLC; Stone point Capital LLC; paulson & Co Inc; Soros Strategic partners Lp; and Silar Advisors Lp

n/a n/a - 13,900

11-Jun-09 p Barclays global Investors

Financial Services

BlackRock Inc Barclays plc n/a n/a - 13,653

4-Aug-09 p pepsi Bottling group Inc (67% stake)

Consumer pepsiCo Inc 1.0 7.4 49.3 8.6% 10,640

24-Jun-09 C Addax petroleum Corporation

Energy, Mining & Utilities

Sinopec International petroleum Exploration and production Corporation

2.3 4.7 9.3 15.7% 8,800

13-May-09 p Verizon (local wireline operations in 14 states)

TMT Frontier Communications Verizon Communications Inc

- 8,600

21-May-09 p gMAC LLC (undisclosed economic interest)

Financial Services

United States Department of the Treasury

n/a n/a - 7,875

28-Sep-09 p Affiliated Computer Services Inc

Business Services

Xerox Corporation 1.1 6.6 17.7 33.6% 7,352

29-Jun-09 p TEppCO partners Lp


Enterprise products partners Lp

0.4 15.9 19.0 9.3% 6,025

20-Apr-09 p Sun Microsystems Inc

TMT Oracle Corporation 0.4 4.9 19.4 42.0% 5,629

C = Completed; p = pending; L = Lapsed Source: mergermarket

TOp DEALS


NORTH

AMERICA

TOp DEALS

TOP 5 NORTH AMERICAN ANNOUNCED DEALS OF THE MONTH (SEPTEMBER 2009)Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia

1-day before

Deal value($m)Revenue EBITDA P/E

28-Sep-09 p Affiliated Computer Services Inc

Business Services

Xerox Corporation 1.1 6.6 17.7 33.6% 7,352

21-Sep-09 p perot Systems Corporation

Business Services

Dell Inc 1.4 12.8 30.6 67.5% 3,807

16-Sep-09 p pilgrim's pride Corporation (64.00% stake)

Consumer JBS USA Holdings Inc 0.3 (loss) (loss) - 2,750

3-Sep-09 p Sepracor Inc pharma, Medical & Biotech

Dainippon Sumitomo pharma

1.8 12.1 5.1 27.6% 2,336

15-Sep-09 p Omniture Inc TMT Adobe Systems Incorporated

procter & gamble Company

5.3 115.7 (loss) 26.5% 1,554



NORTH

AMERICA

EXpECTED DEALS

Situation Target company Sector Potential bidder company

Financial adviser to bidder (B); target (T); seller (S)

Seller company Market cap/ est. value

($m)

Comments

Expected Deal EpOD Solar Inc. Energy, Mining & Utilties

DayStar Technologies

300m DayStar will purchase substantially all of the assets of EpOD Solar. pursuant to the Letter of Intent, the total value of the transaction will be approximately USD 300m. DayStar will authorize and issue a new series of preferred shares to the shareholders of EpOD Solar.

Expected Deal Erickson Retirement Communities

Real estate Undisclosed Bidder

John Erickson (private Investor)

244(debt in July)

Erickson Retirement Communities, the Baltimore, Maryland-based retirement community operator, has inked a deal with an investor, reported the Wall Street Journal. The operator in September missed an interest payment on a USD 48m junior corporate loan.

Expected Deal JpMorgan Cazenove

Financial Services

JpMorgan Chase & Co

Cazenove 221(pre-tax profit for

2008)

JpMorgan confirms ongoing negotiations with Cazenove over JpMorgan Cazenove buyout. A spokesperson for JpMorgan has confirmed the listed investment bank is in “constructive” ongoing discussions about its joint venture with broker Cazenove, JpMorgan Cazenove.

Expected Deal Epolin, Inc. Industrials & Chemicals

Undisclosed Bidder

6m Epolin, Inc. a specialized chemical company, announced that it has signed a further amendment to a previously announced non-binding letter of intent whereby all of the outstanding capital stock of the Company will be acquired by a strategic purchaser. pursuant to the amendment, Epolin has agreed to negotiate exclusively with the potential buyer until 15 December 2009. No other terms were disclosed.

PIPELINE OF NORTH AMERICAN EXPECTED DEALS


NORTH

AMERICA

LEAgUE TABLES

VALUEYTD

30-Sep-2009House Value

($m)Deal count

1 goldman Sachs 251,941 84

2 Morgan Stanley 219,620 80

3 JpMorgan 185,041 80

4 Citigroup 174,872 53

5 Bank of America Merrill Lynch 161,824 66

6 Barclays Capital 141,570 37

7 Credit Suisse 104,573 56

8 Evercore partners 85,931 14

9 Deutsche Bank 56,845 51

10 greenhill & Co 53,946 15

11 RBC Capital Markets 46,908 43

12 Lazard 33,984 52

13 UBS Investment Bank 28,226 51

14 CIBC World Markets 26,161 19

15 perella Weinberg partners 24,605 5

16 Rothschild 16,856 40

17 Blackstone group 15,727 16

18 Centerview partners 14,997 4

19 Macquarie group 8,334 18

20 Nomura Holdings 8,132 9Source: mergermarket

VOLUME

The financial adviser league tables by value and volume have been run from 01 January 2009 to 30 September 2009 and exclude lapsed and withdrawn deals. The tables cover all sectors andare based on the geography of either the target, bidder or seller being USA and Canada

YTD 30-Sep-2009

House Value ($m)

Deal count



3 JpMorgan 185,041 80




7 Lazard 33,984 52




11 Houlihan Lokey 2,877 42



14 Jefferies & Company 7,168 25

15 pricewaterhouseCoopers 2,918 23

16 BMO Capital Markets 5,555 21

17 Sandler O'Neill & partners 1,950 21

18 kpMg 1,644 20

19 CIBC World Markets 26,161 19

20 Macquarie group 8,334 18Source: mergermarket

TOP 20 FINANCIAL ADVISERS – NORTH AMERICA

VALUEYTD


($m)Deal count

1 Skadden Arps Slate Meagher & Flom 229,169 79

2 Simpson Thacher & Bartlett 145,457 42

3 Wachtell, Lipton, Rosen & katz 144,136 31

4 Davis polk & Wardwell 141,520 40

5 Sullivan & Cromwell 140,622 36

6 Cleary gottlieb Steen & Hamilton 139,457 50

7 Shearman & Sterling 118,711 57

8 paul Weiss Rifkind Wharton & garrison 106,633 32

9 Dewey & LeBoeuf 103,832 56

10 Blake, Cassels & graydon 97,880 56

11 Clifford Chance 91,650 42

12 Latham & Watkins 90,371 88

13 Debevoise & plimpton 89,392 30

14 Cravath Swaine & Moore 88,428 32

15 Stikeman Elliott 83,904 47

16 Freshfields Bruckhaus Deringer 76,141 22

17 Cadwalader, Wickersham & Taft 67,843 5

18 Alston & Bird 61,173 29

19 Wilson Sonsini goodrich & Rosati 59,286 48

20 Fried Frank Harris Shriver & Jacobson 49,297 12Source: mergermarket

VOLUME

The legal adviser league tables by value and volume have been run from 01 January 2009 to 30 September 2009 and includes lapsed and withdrawn deals. The tables cover all sectors andare based on the geography of either the target, bidder or seller being USA and Canada

YTD 30-Sep-2009

House Value ($m)

Deal count

1 Jones Day 12,179 120


3 kirkland & Ellis 12,738 81


5 DLA piper 8,164 66




9 Cooley godward kronish 7,948 56

10 Weil gotshal & Manges 48,504 55




14 Baker & Mckenzie 17,879 46

15 McCarthy Tetrault 30,556 45

16 gibson Dunn & Crutcher 27,477 45

17 O'Melveny & Myers 3,910 45



20 Davis polk & Wardwell 141,520 40Source: mergermarket

TOP 20 LEgAL ADVISERS – NORTH AMERICA


NORTH

AMERICA

LEAgUE TABLES

VALUE VOLUME

The private equity buyout activity tables by value and volume are based on private equity firms advising the bidder on buyout deals where the dominant geography of the target company is USA and Canada The tables by value and volume have been run from 01 January 2009 to 30 September 2009 and exclude lapsed and withdrawn deals

ACTIVITY TABLE OF PRIVATE EqUITY FIRMS ON NORTH AMERICAN BUYOUTS

VALUE

YTD 30-Sep-2009

House Value ($m)

Deal count

1 Blackstone group 3,320 2

2 Sequoia Capital 1,397 4

3 Benchmark Capital 1061 8

4 gTCR golder Rauner 900 3

5 Venture Frogs 807 1

6= Apax partners 700 1

6= good Energies Investments 700 1

6= HealthCap 700 1

6= Sofinnova partners 700 1

10 Vantagepoint Venture partners 695 2Source: mergermarket

VOLUME

The private equity exit activity tables by value and volume are based on private equity firms advising the vendor on exit deals where the dominant geography of the target company is USA and Canada The tables by value and volume have been run from 01 January 2009 to 30 September 2009 and exclude lapsed and withdrawn deals

YTD 30-Sep-2009

House Value ($m)

Deal count

1 Benchmark Capital 1061 8

2 American Capital 571 5

3 New Enterprise Associates 430 5

4 Warburg pincus 407 5

5 Menlo Ventures 137 5

6 Intel Capital 83 5

7 Sequoia Capital 1397 4

8 First Round Capital 213 4

9 Vulcan Capital 200 4

10 August Capital 170 4Source: mergermarket

ACTIVITY TABLE OF PRIVATE EqUITY FIRMS ON NORTH AMERICAN EXITS

YTD 30-Sep-2009

House Value ($m)

Deal count

1= J.C Flowers & Co 13,900 1

1= MSD Capital 13,900 1

1= Soros Strategic partners 13,900 1

1= Stone point Capital 13,900 1

5 LS power group 1,498 1

6 Harbinger Capital partners 1,206 1

7 The Carlyle group 940 2

8 Centerbridge partners 900 3

9 Blackstone group 900 2

10 East Rock Capital 900 1Source: mergermarket

YTD 30-Sep-2009

House Value ($m)

Deal count

1 platinum Equity 24 6

2 golden gate Capital 528 4

3 ABS Capital partners 99 4

4 Centerbridge partners 900 3

5 One Equity partners 371 3

6 Wynnchurch Capital 65 3

7= Catterton partners - 3

7= Marlin Equity partners - 3

7= palladium Equity partners - 3

10 The Carlyle group 940 2Source: mergermarket


NORTH

AMERICA

TREND gRApHS

NORTH AMERICAN M&A qUARTERLY TREND

VALUE NUMBER

0

100,000

200,000

300,000

400,000

500,000

600,000

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

valu

e ($

m)

0

200

400

600

800

1,000

1,200

1,400

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

volu

me

of d

eals

NORTH AMERICAN M&A qUARTERLY PRIVATE EqUITY TREND

VALUE VOLUME

0

25,000

50,000

75,000

100,000

125,000

150,000

175,000

200,000

225,000

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

valu

e ($

m)

North American buyouts

North American exits

0

25

50

75

100

125

150

175

200

225

250

275

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

num

ber

of d

eals



Moving average trend line


NORTH

AMERICA

TREND gRApHS

NORTH AMERICAN M&A ANNUAL TRENDS

VALUE VOLUME

0

500

1,000

1,500

2,000

YTD 2009*20082007200620052004

All North American M&A



valu

e ($

bn)

0

1,000

2,000

3,000

4,000

5,000

6,000

YTD 2009*20082007200620052004

num

ber

of d

eals

All North American M&A



NORTH AMERICAN M&A SECTOR BREAkDOwN YTD 2009

VALUE VOLUME

14.9%17.1%

9.4%11%

17%

6.4%

0.4%0.7%0.5%1.3%

1.1%

0.8%

19.4%

TMT

Industrials & Chemicals

Financial services

Energy, Mining & Utilites

Business services

Consumer

Pharma, Medical & Biotech

Leisure

Construction

Transportation

Defence

Real Estate

Agriculture

0.6%

19.6%

15.2%

12.1%

13.6%

9.5%

11%

8.9%

3.5%2.7%

0.8%1.9%

0.8%

TMT


Financial services


Business services

Consumer


Leisure

Construction

Transportation

Defence

Real Estate

Agriculture


NORTH

AMERICA

TREND gRApHS

NORTH AMERICAN M&A DEAL SIzE BREAkDOwN

VALUE VOLUME

0

100

200

300

400

500

600

700

800

900

1,000

H22009*

H12009

H22008

H12008

H22007

H12007

H22006

H12006

H22005

H12005

H22004

H12004

> €501m

€251m-€500m

€101m-€250m

€15m-€100m

€5m-€14.9m

valu

e (€

bn)

0

500

1,000

1,500

2,000

2,500

3,000

H22009*

H12009

H22008

H12008

H22007

H12007

H22006

H12006

H22005

H12005

H22004

H12004

num

ber

of d

eals

> €501m

€251m-€500m

€101m-€250m

€15m-€100m

€5m-€14.9m

Value not disclosed


NORTH

AMERICA

MID-MARkET DEALS

TOP 10 NORTH AMERICAN ANNOUNCED MID MARkET DEALS OF THE MONTH (SEPTEMBER 2009)($10M TO $250M)

Announced Status Target company Sector Target/seller financial adviser

Target/seller legal adviser

Bidder company Bidder financial adviser

Bidder legal adviser

Seller company Deal value ($m)

25-Sep-09 p American Community properties Trust

Real Estate FBR Capital Markets

Hunton & Williams; Alston & Bird

FCp Fund I Lp Hogan & Hartson

Wilson family 221

17-Sep-09 p The CUMIS group Limited

Financial Services

RBC Capital Markets

Blake, Cassels & graydon

Central 1 Credit Union; and Co-operators Life Insurance Company

Fasken Martineau

CUNA Mutual group

215

14-Sep-09 p NetQoS Inc Business Services

Blank Rome; Miller, Egan, Molter & Nelson

CA, Inc Baker Botts Liberty partners Lp

200

28-Sep-09 p Aspect Medical Systems, Inc.


goldman Sachs

WilmerHale Covidien plc JpMorgan Ropes & gray

190

8-Sep-09 p Intellon Corporation

TMT Deutsche Bank

Dechert; O'Melveny & Myers (Advising Deutsche Bank); proskauer Rose

Atheros Communications Inc

Credit Suisse

Davis polk & Wardwell; pillsbury Winthrop Shaw pittman; Shearman & Sterling (Advising Credit Suisse)

182

30-Sep-09 p AIM powergen Corporation


Advising Seller: Lexicon partners

Advising Seller: Carey Olsen; Hammonds; Ogilvy Renault; Torys

International power plc

Fasken Martineau

Renewable Energy generation Limited

173

14-Sep-09 p Mint Software, Inc

TMT Credit Suisse

paul Hastings Janofsky & Walker

Intuit Inc goldman Sachs

Latham & Watkins

Angel Investors L.p; Benchmark Capital; DAg Ventures; Dave McClure (private Individual); Felicis Ventures LLC; First Round Capital; geoff Ralston (private Individual); Mark goines (private Individual); Shasta Ventures; Sherpalo Ventures; SoftTech VC; Sy Fahimi (private Individual); andThe Founders Fund Management LLC

170


NORTH

AMERICA






8-Sep-09 p Cullen Agricultural Technologies Inc.

Agriculture Advising Seller: Ellenoff grossman & Schole

Triplecrown Acquisition Corp.

Duff & phelps

graubard Miller

Cullen Inc Holdings Ltd.

155

30-Sep-09 p Fox-pitt kelton Cochran Caronia Waller LLC

Financial Services

Macquarie group Limited

Macquarie group

kirkland & Ellis

J.C Flowers & Co LLC

147

29-Sep-09 p EXCO Resources (Oil and natural gas properties in the Appalachian Basin)


Advising Seller: RBC Capital Markets

EV Energy partners Lp

EXCO Resources Inc

145

Source: mergermarket

MID-MARkET DEALS


NORTH

AMERICA

NORTH AMERICAN M&A qUARTERLY MID-MARkET TREND

VALUE VOLUME

0

5,000

10,000

15,000

20,000

25,000

30,000

35,000

40,000

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

valu

e ($

m)

0

100

200

300

400

500

600

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

num

ber

of d

eals

MID-MARkET DEALS



NORTH

AMERICA

MID-MARkET LEAgUE TABLES

YTD 30-Sep-2009

House Value ($m)

Deal count

Value:

1 JpMorgan 4,258 30








9 Lazard 1,580 18



12 Scotia Capital 1,269 9


14 Macquarie group 1,133 11


Volume:

1 JpMorgan 4,258 30








9 Lazard 1,580 18




13 peters & Co. 1,090 14


15 Citigroup 1,219 12Source: mergermarket

The financial adviser league tables by value and volume have been run from 01 January2009 to 30 September 2009 and exclude lapsed and withdrawn deals. The tables cover allsectors and are based on the geography of either the target, bidder or seller being USA & Canada

TOP 15 MID-MARkET FINANCIAL ADVISERS – NORTH AMERICA($10M TO $250M)

YTD 30-Sep-2009

House Value ($m)

Deal count

Value:



3 Jones Day 2,554 41












15 Fasken Martineau 1,615 19

Volume:





5 Cooley godward kronish 1,483 29







12 Osler, Hoskin & Harcourt 1,388 22



15 Cleary gottlieb Steen & Hamilton 2,155 20Source: mergermarket

The legal adviser league tables by value and volume have been run from 01 January2009 to 30 September 2009 and include lapsed and withdrawn deals. The tables cover allsectors and are based on the geography of either the target, bidder or seller being USA & Canada

TOP 15 MID-MARkET LEgAL ADVISERS – NORTH AMERICA($10M TO $250M)

Monthly M&A Report

LATIN AM

ERICA

LATIN AMERICAA MERgERMARkET M&A REpoRT oN

24

MDS SGPS considers large targets in Argentina, Chile, Mexico, Spain and Portugal; to close small deal in Brazil, director says • MDS SgpS, the grupo Sonae and Suzano Holding joint

venture, is looking at large targets in Argentina, Chile, Mexico and Spain.

• Eduardo Bom Angelo, superintendent director of Lazam-MDS, the company’s Brazilian arm, told this news service that the portugal-based company also intends to continue buying companies in Brazil and portugal. An acquisition in Brazil should occur in the next 30 days, he noted. “It’s the central axis of our geographical expansion.” MDS SgpS will search the US market to make acquisitions in the future.

• MDS SgpS has not hired external M&A advisors in any of the countries it is seeking to acquire, a spokesperson said. With an insurance premium portfolio of US$1.8bn, it is currently the 15th largest insurance holding in the world, with 1,200 employees in 23 countries, according to a company statement.

• The size of the potential targets in Argentina, Chile and Mexico is roughly US$300m in premiums, and includes the top three insurance brokers in each country, Bom Angelo said. In portugal and Spain, where targets may also reach US$300m in size, MDS SgpS will look for companies by size and specialization.

• In Mexico, Aon, Marsh Brockman y Schuh and Administracion de Riesgos are among the largest brokers associated to Asociacion Mexicana de Agentes de Seguros y Fianzas (Amasfac), said a spokesperson for the sector entity. Administracion de Riesgos, the only independent from multinational groups among the three, declined to comment for this report.

• The top three insurance brokerages in Chile are Marsh, Aon and Willis, according to a spokesperson and an analyst from Superintendencia de Valores y Seguros, the country’s regulator. Though the top companies are foreign-owned, Chile’s insurance brokerage market is extremely competitive, with 2,629 firms operating in 2008, and the fragmentation of the market means that there are dozens of attractive targets for any firm looking to buy into Chile, they added.

• Borja Lopez-Chicheri, manager of ADECoSE, the Spanish insurance brokers association, said M&A activity in this segment has come to a halt. Four of ADECoSE’s associates merged in 2008 but the feeling now is that everything is stopped because of the financial crisis, he said. In Spain there are insurance brokers ready to sell their portfolio, said Lopez-Chicheri, while declining to name them.

• Aon gil y Carvajal, which has revenues of €148m (US$218m), El Corte Ingles (€56m), Marsh (€51.5m), Banco popular-owned popular de Mediacion (€50m) and Willis (€42m) are the top five insurance brokers in the Spanish market according to companies’ revenues, he said. He added that those figures are from 2007, when the last report was made.

• potential targets for MDS SgpS in Brazil are insurance brokers with a portfolio of customers in sectors Lazam-MDS is not specialized, Bom Angelo said. MDS SgpS has clients in industries such as food, mining, shopping malls and textiles. geographical localization, client portfolio and ownership are also determinant factors, he added.

• The size of the Brazilian target ranges from BRL 30m (US$16.3m) to BRL 50m (US$26.9m) in premiums. “Less than thatis too much work for little joy,” Bom Angelo said.

• MDS SgpS was formed in July 2009. portugal-based grupo Sonae owns 50.01% of the joint venture and Sao paulo-based Suzano Holding, 49.99%.

• Sonae was founded MDS in 1984, and became Lazam-MDS with Suzano in 2002. Sonae had 55% of the JV, and Suzano, 45%. In the following years MDS acquired from Lloyd’s a 32.12% stake in Cooper gay, the London-based reinsurance company, and 25% of Seguros Continente, the portugal-based insurance company. To form MDS SgpS, the two groups joined assets, and Suzano invested an additional €67m to reach the 49.99% stake.

• For legal advisory on the joint venture, Suzano hired Jose Carlos penteado Masagao.


LATIN AM

ERICA

DEAL oF THE MoNTH

Target: Seara Alimentos S.A Announced: 14 September 2009

Bidder: Marfrig Frigorificos e Comercio de Alimentos SA Deal value: $900m

Seller: Cargill Incorporated Deal nature: Acquisition, Cross border, private

STRUCTURE• Marfrig Frigorificos e Comercio de Alimentos SA has

signed a binding agreement to acquire Seara Alimentos S.A, from Cargill Incorporated.

• Marfrig Frigorificos e Comercio de Alimentos SA, the Brazil based company, is engaged in the meat industry.

• Seara Alimentos S.A, the Brazil based company, is engaged in the production and sale of processed meat, pork, and poultry products and a subsidiary of Cargill Incorporated, the US based company headquartered in Minneapolis, Minnesota, engaged in providing food, agricultural and risk management products and services.

TERMS• The consideration consists of $706.2m paid in cash and an

additional $193.8m in assumed debt.

• The implied equity value of the transaction is approximately $900m.

• Matfrig will acquire: seven poultry units with a slaughter capacity of 1.2 million birds per day and two pork units with a capacity of 5,800 hogs per day; three products plants with a production capacity of 17,500 tonne per month. one private port for meat and dry cargoes (Braskarne) located in Itajai, Santa Catarina, as well as the brand SEARA and other brands. The distribution and trading operations located in the United kingdom, Japan and Singapore. Nine animal feed plants located in the states of Santa Catarina, parana, Sao paulo and Mato grosso do Sul. Six poultry breeding units located in the states of Santa Catarina, parana, Sao paulo and Mato grosso do Sul with roughly 3,000 integrated poultry and pork producers.

FINANCING• The funding of the transaction includes common stock

offered by Marfrig group through the primary issuance of shares.

RATIONALE• The acquisition is in line with Marfrig group’s strategy

to expand its industrialized production in Brazil and strengthen its presence in South America.

POST DEAL DETAILS:• The acquired businesses in Brazil and abroad will be

combined with the other divisions of the Marfrig group.

EXPECTED COMPLETION• The transaction is expected to complete by the fourth

quarter of 2009.

CONDITIONS• Approval from the Brazilian regulatory agencies.

• Approval from other legally required acts.

BACKGROUND • on 1 September 2004, Cargill Incorporated acquired a 62%

stake in Seara Alimentos from Bevrexas BV, a subsidiary of Netherlands based Mutual Investments Ltd, for a consideration of $130m. In addition, on 23 March 2005, Cargill Incorporated acquired the remaining 38% stake in Seara Alimentos for a consideration of BRL 184.73m ($68.45m). Seara Alimentos generated annual revenues of approximately $1.7bn.


LATIN AM

ERICA


Multiples Value ($m) Offer price per share ($) -

Revenue 0.5x 1,700 1 day before -

EBITDA - - 1 month before -

EBIT - - 1 day after -

Earnings - - Pre-rumour -

DEAL oF THE MoNTH

Advisers


Financial - Financial Banco BradescoCredit Suisse

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


LATIN AM

ERICA

TOP 15 LATIN AMERICAN ANNOUNCED DEALS YTD 30 SEPTEMBER 2009Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia

1-day beforeDeal value($m)

Revenue EBITDA P/E

21-Jul-09 p Aracruz Celulose SA (55.20% stake)


Fibria 2.3 8.4 (loss) - 4,307

8-Sep-09 p gVT (Holding) SA TMT Vivendi SA global Village Telecom (Holland) BV; Swarth group

3.4 14.2 224.2 23.6% 3,051

19-May-09 p Sadia SA (88% stake)

Consumer BRF Brasil Foods SA 0.7 7.2 (loss) - 2,521

20-Apr-09 p Banco UBS pactual SA

Financial Services

BTg Investments Lp UBS Ag n/a n/a - 2,500

23-Apr-09 p Terna participacoes SA


Cemig geracao e Transmissao S.A

Terna - Rete Elettrica Nazionale SpA

8.1 9.5 59.0 34.3% 2,177

29-Jan-09 C glencore International Ag (prodeco business in Colombia)


Xstrata Coal South America Ltd

glencore International Ag

- 2,000

7-May-09 C Siderurgica del orinoco CA (59.70% stake)


Corporacion Venezolana de guayana

Ternium SA - 1,970

5-Aug-09 p Casas Bahia Comercial Ltda (25% stake)

Consumer Michael klein (private Individual)

Saul klein (private Individual)

1.0 - 1,888

9-Jan-09 C Banco Votorantim (50% stake)

Financial Services

Banco do Brasil SA Votorantim Financas

n/a n/a - 1,353

20-Jan-09 C Aracruz Celulose SA (28.03% stake)


Fibria Lorentzen group 3.6 10.2 (loss) -19.9% 1,178

5-Mar-09 C Aracruz Celulose SA (28.03% stake)


Fibria Arainvest participacoes SA

3.5 9.9 (loss) 65.4% 1,110

30-Jan-09 C VBC Energia SA (50% stake)


Construcoes e Comercio Camargo Correa SA

grupo Votorantim

- 1,110

19-May-09 p Sadia SA (12% stake)

Consumer BRF Brasil Foods SA 0.7 6.9 (loss) - 1,056

3-Jul-09 C Banco de Venezuela SACA

Financial Services

government of Venezuela Banco Santander, SA

n/a n/a - 1,050

14-Sep-09 p Seara Alimentos S.A Consumer Marfrig Frigorificos e Comercio de Alimentos SA

Cargill Incorporated

0.5 - 900


Top DEALS


LATIN AM

ERICA

Top DEALS

TOP 5 LATIN AMERICAN ANNOUNCED DEALS FOR YTD 30 SEPTEMBER 2009Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia



8-Sep-09 p gVT (Holding) SA TMT Vivendi SA global Village Telecom (Holland) BV; Swarth group

3.4 14.2 224.2 23.6% 3,051

14-Sep-09 p Seara Alimentos SA Consumer Marfrig Frigorificos e Comercio de Alimentos SA

Cargill Incorporated

0.5 - 900

1-Sep-09 p klabin Segall SA Real Estate Agra Empreendimentos Imobiliarios SA

54.3 14.0% 676

1-Sep-09 p Abyara planejamento Imobiliario SA

Real Estate Agra Empreendimentos Imobiliarios SA

10.4 17.7% 464

22-Sep-09 p Empresa Distribuidora Electrica Regional SA (75.60% stake)


AEI Utilities SL CoInvest Argentina S.A; gpU Argentina Holdings, Inc; Jp Morgan overseas Capital Corporation

0.7 2.4 3.3 - 344


TOP 5 ChILEAN ANNOUNCED DEALS FOR YTD 30 SEPTEMBER 2009Announced Status Target company Sector Target/seller

financialSeller company



Seller company Deal value($m)

28-Jul-09 C Lafarge Chile SA Construction Advising Seller: CALYoN; Morgan Stanley; Rothschild

Advising Seller: Carey y Cia

grupo Brescia Celfin Capital

Claro y Cia; Rebaza & Alcazar Abogados Financieros

Lafarge SA 460

31-Jul-09 p INg group NV (Annuity and Mortgage business)

Financial Services

Advising Seller: Citigroup

Advising Seller: Carey y Cia

CNA Chile Compania de Seguros de Vida S.A

INg group NV 350

25-Jun-09 p Empresa Electrica Lican (55% stake); Iberoamericana de Energia IBENER SA (94.74% stake)


CgE generacion Iberdrola Energia; Iberdrola Energia de Chile Limitada

298

4-Sep-09 p VTR globalCom SA (20% stake)

TMT Celfin Capital Cristalerias de Chile SA

295

8-Jan-09 C FullFresh Consumer Southern Cross group

Santander global Banking and Markets

Barros & Errazuriz Abogados

Mosa family 87

C = Completed; p = pending; L = Lapsed


LATIN AM

ERICA

Top DEALS

TOP 5 ANDEAN ANNOUNCED DEALS FOR YTD 30 SEPTEMBER 2009Announced Status Target company Sector Target/seller

financialSeller company



Seller company Deal value($m)

29-Jan-09 C glencore International Ag (prodeco business in Colombia)


Deloitte; Advising Seller: Morgan Stanley

Advising Seller: Slaughter and May

Xstrata Coal South America Ltd

Deutsche Bank; Rothschild; JpMorgan

Conyers Dill & pearman; Freshfields Bruckhaus Deringer; Linklaters

glencore International Ag

2,000

10-Mar-09 C Hocol SA Energy, Mining & Utilities

Advising Seller: BNp paribas

Advising Seller: Barbe Carpentier Thibault groener Associes; Travers Smith

Ecopetrol SA Citigroup Shearman & Sterling

Maurel et prom SCA

580

10-Jul-09 p protabaco Ltda Consumer JpMorgan Hogan & Hartson; Ibarra Abogados

philip Morris International Inc

Credit Suisse

Hunton & Williams; prieto & Carrizosa

452

16-Mar-09 C oleoducto Central SA (24.70% stake)


Advising Seller: Baker & Mckenzie

Ecopetrol SA Shearman & Sterling

Enbridge Inc 418

3-Mar-09 C Compania Colombiana de Inversiones SA (15.30% stake)


Inversiones Argos SA

Citigroup 105

C = Completed; p = pending; L = Lapsed


LATIN AM

ERICA

EXpECTED DEALS

Situation Target company

Sector Potential bidder company


Seller company Market cap/ est. value ($m)

Comments

Rumoured takeover target

TgN Energy, Mining & Utilities

Emgasud Barclays plc (T)

Techint Compania Tecnica Internacional SACI

USD 344m (TgN debt)

Emgasud, the Argentine energy company, has offered to buy a majority stake in Transportadora de gas del Norte (TgN), a local natural gas transporter, pagina/12 reported. The paper cited Alejandro Ivanissevich, owner of Emgasud, as saying that that TgN business plan must be redone, the company has failed in its strategy and Emgasud can provide one for the company. As reported, TgN defaulted on its US$344m debt in December. The value of its bonds fell to 10 cents. Following the default declaration, the company must face government intervention.


Express de Santiago Uno

Transportation grupo Rios USD 34m (target

revenue)

It was reported that grupo Rios, the Colombia-based conglomerate, is in talks to acquire Chilean mass transportation company Express de Santiago Uno. According to the article sources say grupo Rios is currently restructuring the conglomerate’s management and is preparing a strategy to spur growth in Chile through acquisitions. It also states the group is already in advanced negotiations and, following the deal, may seek to merge Express de Santiago Uno with Alsacia, its mass transportation subsidiary. Express Santiago Uno, the operator of the Troncal 4 bus line, has annual revenues of US$34m.


MMX or MMX Sudeste


Wuhan grupo EBX USD 850m (capital

requirements of MMX)

Wuhan, the China based steelmaker, has been reported to be in advanced talks about taking an equity stake in MMX, the mining holding company of the Eike Batista group, or its MMX Sudeste subsidiary. Ricard Antunes, president of EBX subsidiary LLX Logistica, confirmed that talks were underway regarding Wuhan’s taking an equity stake in MMX. If confirmed, the deal would require a primary emission of shares by MMX, noted the report adding that the capital raised from Wuhan would guarantee the funds needed to execute MMX’s business plan.

Expected deals based on confirmed announcements by companies involved

PIPELINE OF LATIN AMERICAN EXPECTED DEALS


LATIN AM

ERICA

LEAgUE TABLES

VALUEYTD

30-Sep-2009house Value

($m)Deal count

1 JpMorgan 10,992 15





6 Estater Assessoria Financeira 7,344 5

7 Banco Bradesco 5,605 7


9 BNp paribas 5,237 4

10 CALYoN 3,511 2

11 global M&A 2,205 4


13 Deloitte 2,000 2

14 Santander global Banking and Markets 1,796 4

15 Banco Bilbao Vizcaya Argentaria 1,687 2Source: mergermarket

VoLUME

The financial adviser leue tables by value and volume have been run from 01 January 2009 to 30 September 2009 and exclude lapsed and withdrawn deals. The tables cover all sectors and are based on the geography of either the target, bidder or seller being Latin America

YTD 30-Sep-2009

house Value ($m)

Deal count

1 JpMorgan 10,992 15





6 Banco Bradesco 5,605 7


8 Estater Assessoria Financeira 7,344 5


10 global M&A 2,205 4




14 pricewaterhouseCoopers 685 3

15 Bank of America Merrill Lynch 545 3Source: mergermarket

TOP 15 FINANCIAL ADVISERS - LATIN AMERICA

VALUEYTD


($m)Deal count

1 Machado Meyer Sendacz e opice 16,911 19

2 Barbosa, Mussnich & Aragao 9,766 12

3 pinheiro Neto Advogados 8,514 11


5 Tozzini Freire Teixeira E Silva Advogados 7,034 8


7 Motta Fernandes Rocha Advogados 6,884 5

8 Bredin prat 6,710 4


10 Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados

4,607 16


12 Linklaters 4,356 3

13= Bocater, Camargo, Costa e Silva Advogados

3,577 2

13= Fontes, Tarso Ribeiro Advogados 3,577 2

14= Allen & overy 3,051 1

14= Clifford Chance 3,051 1Source: mergermarket

VoLUME

The legal adviser leue tables by value and volume have been run from 01 January 2009 to 30 September 2009 and include lapsed and withdrawn deals. The tables cover all sectors and are based on the geography of either the target, bidder or seller being Latin America

YTD 30-Sep-2009

house Value ($m)

Deal count

1 Machado Meyer Sendacz e opice 16,911 19


4,607 16

3 Barbosa, Mussnich & Aragao 9,766 12

4 pinheiro Neto Advogados 8,514 11

5 Tozzini Freire Teixeira E Silva Advogados 7,034 8

6 prieto & Carrizosa 583 8

7 Estudio Muniz, Ramirez, perez-Taiman & olaya Abogados

227 8




11 Carey y Cia 964 6

12 Motta Fernandes Rocha Advogados 6,884 5


14 Rodrigo Elias & Medrano 43 5

15 Bredin prat 6,710 4Source: mergermarket

TOP 15 LEGAL ADVISERS - LATIN AMERICA


LATIN AM

ERICA

TREND gRApHS

LATIN AMERICAN M&A qUARTERLY TREND

VALUE VoLUME

0

10,000

20,000

30,000

40,000

50,000

60,000

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

valu

e ($

m)

0

25

50

75

100

125

150

175

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

num

ber

of d

eals

LATIN AMERICAN M&A qUARTERLY PRIVATE EqUITY TREND

VALUE VoLUME

0

500

1,000

1,500

2,000

2,500

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

valu

e ($

m)

Latin American buyouts

Latin American exits

0

3

6

9

12

15

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

num

ber

of d

eals





LATIN AM

ERICA

TREND gRApHS

LATIN AMERICAN M&A ANNUAL TRENDS

VALUE VoLUME

0

20

40

60

80

100

120

YTD 2009*20082007200620052004

valu

e ($

bn)

All Latin America M&A



0

100

200

300

400

500

YTD 2009*20082007200620052004

num

ber

of d

eals

All Latin America M&A



LATIN AMERICAN M&A SECTOR BREAKDOwN YTD 2009

VALUE VoLUME

20.1%

18.5%

20.4%

1.7%0.5%1%

3.6%4.2%

0.8%

18.3%

9%

1.8%Consumer



Financial Services

Business Services

TMT


Construction

Real Estate

Transport

Agriculture

Leisure

19.4%

16.6%

12.3%16.2%

5.1%

4.7%

7.5%

4.7%

4%

3.2%

2.8%

3.6% Consumer



Financial Services

Business Services

TMT


Construction

Real Estate

Transport

Agriculture

Leisure


LATIN AM

ERICA

MID-MARkET DEALS

TOP 10 LATIN AMERICAN ANNOUNCED MID MARKET DEALS YTD SEPTEMBER 2009($10M To $250M)





Seller company

Deal value ($m)

23-Sep-09 C Fabrica Nacional de Cementos SA (93.80% stake)

Construction Corporacion Socialista Cementera

Lafarge SA 247

26-Aug-09 C Tafisa Brazil SA Industrials & Chemicals

Advising Seller: JpMorgan

placas do parana SA

Simpson Thacher & Bartlett

SCS Beheer BV; Tableros de Fibras Ibericos SL

227

9-Apr-09 p Shefa Consumer Rezende Barbosa SA Administracao e participacoes

220

9-Jun-09 p Yamana gold Inc (San Andres gold Mine); Yamana gold Inc (Sao Francisco gold Mine);and Yamana gold Inc (Sao Vicente gold Mine)


Advising Seller: National Bank Financial

Advising Seller: Cassels Brock & Blackwell

Aura Minerals Inc

genuity Capital Markets

Blake, Cassels & graydon; DuMoulin Black

Yamana gold Inc

200

2-Apr-09 p Credito Inmobiliario Terras

Financial Services

Caja de Ahorros del Mediterraneo

kpMg Abogados gMAC-RFC Auritec SA

195

8-Jan-09 p LA Hotels SA Leisure Barbosa, Mussnich & Aragao

Invest Tur Brasil- Desenvolvimento Imobiliario Turistico SA

Bank of America Merrill Lynch

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

gp Investments Limited

192

18-Feb-09 C Abyara planejamento Imobiliario SA (62.13% stake)

Real Estate Morgan Stanley; Valuation Consultoria Empresarial

pinheiro Neto Advogados

IpU participacoes SA

Banco Bradesco

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

190

18-Jun-09 p Seguros La previsora

Financial Services

Banivest Banco de Inversion

185

24-Sep-09 C paulicred promotora de Negocios

Financial Services

Advising Seller: guarita & Associados; J. Ferraz Business Development

Advising Seller: Lobo & de Rizzo Advogados

Banco Fibra pinheiro guimaraes Advogados

Banco paulista SA

176

26-May-09 C Lider Aviacao Holding SA (42.50% stake)

Transportation Credit Suisse Machado Meyer Sendacz e opice

BL participacoes JpMorgan Bird & Bird; gardere Wynne Sewell; MacRoberts; Motta Fernandes Rocha Advogados; NautaDutilh; Wachtell, Lipton, Rosen & katz

174



LATIN AM

ERICA

LATIN AMERICAN M&A qUARTERLY MID-MARKET TREND

VALUE VoLUME

0

1,000

2,000

3,000

4,000

5,000

6,000

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

valu

e ($

m)

0

20

40

60

80

100

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

num

ber

of d

eals

MID-MARkET DEALS



LATIN AM

ERICA


YTD 30-Sep-2009

house Value ($m)

Deal count

Value:

1 JpMorgan 1,095 8

2 Banco Bradesco 405 3

3 Credit Suisse 389 5

4 goldman Sachs 319 2

5 Morgan Stanley 309 3

6 UBS Investment Bank 281 4

7 Deutsche Bank 202 3

8= genuity Capital Markets 200 1

8= National Bank Financial 200 1

10 Bank of America Merrill Lynch 192 1

Volume:

1 JpMorgan 1,095 8



4 Banco Bradesco 405 3



7 Citigroup 158 3


9 Santander global Banking and Markets 190 2

10 Banchile Asesoria Financiera 53 2Source: mergermarket

The financial adviser league tables by value and volume have been run from 01 January2009 to 30 September 2009 and exclude lapsed and withdrawn deals. The tables cover all sectors and are based on the geography of either the target, bidder or seller being Latin America

TOP 10 MID-MARKET FINANCIAL ADVISERS – LATIN AMERICA($10M To $250M)

YTD 30-Sep-2009

house Value ($m)

Deal count

Value:


1024 10

2 Barbosa, Mussnich & Aragao 767 5

3 Machado Meyer Sendacz e opice 699 8

4 pinheiro Neto Advogados 538 5

5 Motta Fernandes Rocha Advogados 289 2

6 Skadden Arps Slate Meagher & Flom 260 2

7 Vinson & Elkins 250 2

8 Simpson Thacher & Bartlett 227 1

9 Lobo & de Rizzo Advogados 216 2


212 4

Volume:


1,024 10

2 Machado Meyer Sendacz e opice 699 8

3 Barbosa, Mussnich & Aragao 767 5

4 pinheiro Neto Advogados 538 5


212 4

6 Carey y Cia 154 3

7 Rodrigo Elias & Medrano 43 3

8 Motta Fernandes Rocha Advogados 289 2

9 Skadden Arps Slate Meagher & Flom 260 2

10 Vinson & Elkins 250 2Source: mergermarket

The legal adviser league tables by value and volume have been run from 01 January2009 to 30 September 2009 and include lapsed and withdrawn deals. The tables cover all sectors and are based on the geography of either the target, bidder or seller being Latin America

TOP 10 MID-MARKET LEGAL ADVISERS – LATIN AMERICA($10M To $250M)


ASIA PACIFIC

ASIA PACIFICA mergermArket m&A rePort on

SoUtH koreADemerger of Hanjin Shipping• on 16 September, Hanjin Shipping, the listed South

korean shipping company with a market cap of $1.554bn, announced that it will split into two companies: Hanjin Shipping Holdings and Hanjin Shipping Co.. Hanjin Shipping Holdings will exist as a parent holding company, while Hanjin Shipping will undertake the core cargo vessel operating business. Hanjin Shipping’s shareholders will receive roughly 0.162 shares of Hanjin Shipping Holdings and 0.84share of the “new” Hanjin Shipping for each existing share they own.

• Analysts say that the changes will be positive for the company’s long-term development. It will allow Hanjin Shipping to improve its financial structure and increase the transparency of its corporate governance. there have also been suggestions that the demerger could facilitate further m&A. However, the demerger will have little influence on the stock price as the restructuring does not have a material impact on the fundamentals of the company, which is operating in a deteriorating container shipping market.

• Hanjin Shipping reported a debt ratio of 201.8% at the end of June 2009, and a half-year operating loss of $109m. As the global recession impacts the container market, the revenues of the shipping company have been decreasing as well, while the company’s debt has been mounting. In this environment, such a restructuring will support Hanjin Shipping by allowing it to more easily raise capital, which can then be used to support the operating company through the issuance of new shares.

• Hanjin Shipping is now considering the impact of the change of control on its subsidiaries under the new structure. the demerger will be put to vote at a shareholder meeting on 28 october 2009. It is expected that the new companies will be listed on the korea Stock exchange on 29 December 2009.

SIngAPoreEnd of an era for Singapore’s semiconductor industry• Advanced technology Investment Company (AtIC), a

company owned by the UAe government, has made an offer to acquire Singapore-based Chartered Semiconductor for $1.8bn. the deal marks an exit for temasek, the Singapore government-owned investment company, which is going to book a significant loss on the sale.

• temasek created Chartered Semiconductor alongside Singapore technologies engineering, another portfolio company of temasek, in 1987. During the 1990s, the semiconductor sector was considered a key industry in the economic development of Singapore. Chartered Semiconductor was listed in 1999 and its share price then was S$20 per share. ten years later, AtIC is offering S$2.68 per share. temasek currently holds 62% stake or 930 million shares in Chartered.

• If the deal completes, Chartered operations will be integrated with globalfoundries, a start-up created by AtIC and Advanced micro Devices (AmD). globalfoundries will then go on and attempt to gain market share from top taiwanese competitors in the semiconductor space, such as taiwan Semiconductor manufacturing Co and United microelectronics Corp.


ASIA PACIFIC

ASIA PACIFIC

InDIAMega-merger lapses• For the second times in two years, Bharti Airtel has ended

negotiations with South African telecom giant mtn over a proposed merger. Both companies have been locked in a new round of discussions since may 2009 and have twice extended their deadlines in order to reach a final agreement. However, the hurdles surrounding the deal ultimately led to its failure.

• South African state-owned pension fund manager Public Investment Corp owns more than 20% in mtn and were looking for the newly-combined entity to be dual-listed in both South Africa and India. However, the regulations of the Securities and exchange Board of India (SeBI) do not allow dual-listings, and the Indian government refused to change the rules for one particular deal. However, it did concede that it will look into the possibility of relaxing regulations of dual listing of Indian companies in the future – of little consolation to executives at Bharti Airtel.

• At the same time, the South African government considers mtn a national champion and it did not want to cede control to a foreign player. Sunil mittal, Ceo of Bharti Airtel, had said that his company will continue to scout opportunities for acquisitions and partnerships.


ASIA PACIFIC

Top 15 ASiA-pAcific AnnouncED DEAlS foR YTD 30 SEpTEMBER 2009Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia


Revenue EBiTDA p/E

16-may-09 C China three gorges Project Corporation (hydroelectricity generation assets and stakes in peripheral service companies)

energy, mining & Utilities

China Yangtze Power Co Ltd

China three gorges Project Corporation

8.8 11.2 - 15,725

12-Feb-09 L rio tinto (stakes in nine mining assets)


Aluminum Corporation of China

rio tinto Plc - 11,838

1-may-09 C nikko Business Systems; nikko Citigroup (domestic equity and debt underwriting business); nikko Cordial Securities Inc; and nikko Systems Solutions

Financial Services

Sumitomo mitsui Financial group Inc

Citigroup Inc n/a n/a - 7,822

4-mar-09 L SDIC electric Power Co Ltd


SDIC Huajing Power Holdings Co Ltd

State Development & Investment Corporation

11.4 14.0 6.8 7,367

13-may-09 C China Construction Bank Corporation (5.78% stake)

Financial Services

Bank of China Ltd; China Life Insurance (group) Company; Hopu Investment management Co Ltd; and temasek Holdings Pte Ltd

Bank of America Corporation

n/a n/a 9.2 -15.3% 7,319

14-Sep-09 P eircom Holdings Limited

tmt Singapore technologies telemedia Pte Ltd

1.9 (loss) (loss) 6.4% 5,768

29-Jul-09 P nipponkoa Insurance Co Ltd

Financial Services

Sompo Japan Insurance Inc

n/a n/a 44.5 0.1% 4,685

11-may-09 C Lion nathan Limited (53.87% stake)

Consumer kirin Holdings Company Limited

3.7 13.3 23.0 4.9% 4,009

30-Sep-09 P Aioi Insurance Company Limited

Financial Services

mitsui Sumitomo Insurance group Holdings Inc

n/a n/a (loss) 2.7% 3,947

20-Apr-09 P JSC mangistaumunaigaz


CnPC exploration and Development Company Limited; and national Company kazmunaigaz

Central Asia Petroleum Ltd

- 3,300

7-Sep-09 P Chartered Semiconductor manufacturing Ltd

tmt Advanced technology Investment Company

temasek Holdings Pte Ltd

1.7 5.5 (loss) 1.0% 2,861

23-Jun-09 C gCL Solar energy technology Holdings Inc


gCL-Poly energy Holdings Limited

Zhu gongshan; Zhang Sonyi, mui Bing How; and Chang tsong Zung (4 private investors)

5.4 7.9 7.9 - 2,794

1-Jul-09 P Aozora Bank Limited

Financial Services

Shinsei Bank Limited n/a n/a (loss) 1.3% 2,668

13-Aug-09 P Felix resources Limited


Yanzhou Coal mining Company Ltd

4.2 7.8 13.0 0.3% 2,564

16-Feb-09 L oZ minerals Limited energy, mining & Utilities

China minmetals Corporation

2.9 10.4 (loss) - 2,393

C = Completed; P = Pending; L = Lapsed Source: mergermarket

toP DeALS


ASIA PACIFIC

Top 5 ASiA-pAcific AnnouncED DEAlS of THE MonTH (SEpTEMBER 2009)Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia


Revenue EBiTDA p/E

14-Sep-09 P eircom Holdings Limited

tmt Singapore technologies telemedia Pte Ltd

1.9 (loss) (loss) 6.4% 5,768


Financial Services


n/a n/a (loss) 2.7% 3,947

7-Sep-09 P Chartered Semiconductor manufacturing Ltd

tmt Advanced technology Investment Company

temasek Holdings Pte Ltd

1.7 5.5 (loss) 1.0% 2,861

10-Sep-09 P Daiwa Securities SmBC Co Ltd (40% stake)

Financial Services

Daiwa Securities group Inc


n/a n/a 1.5 - 2,180

30-Sep-09 P nissay Dowa general Insurance Co Ltd

Financial Services


n/a n/a 31.5 3.0% 2,047


toP DeALS


ASIA PACIFIC

LeAgUe tABLeS

vALUeYTD


($m)Deal count

1 morgan Stanley 24,944 35


3 Bank of America merrill Lynch 21,495 20


5 JPmorgan 19,647 17


7 CItIC Securities 18,330 4



10 macquarie group 12,794 28

11 nomura Holdings 12,141 16

12 royal Bank of Scotland group 11,619 16

13 China International Capital 10,426 12

14 rBC Capital markets 8,833 2

15 HSBC Bank 8,118 15Source: mergermarket

voLUme

the financial adviser league tables by value and volume have been run from 01 January 2009 to 30 September 2009 and exclude lapsed and withdrawn deals. the tables cover all sectors andare based on the geography of either the target, bidder or seller being Asia-Pacifc excluding Japan.

YTD 30-Sep-2009

House Value ($m)

Deal count


2 ernst & Young 6,141 32



5 Deloitte 6,527 29



8 PricewaterhouseCoopers 2,834 27




12 kPmg 1,841 20

13 JPmorgan 19,647 17

14 CImB group 981 17

15 nomura Holdings 12,141 16Source: mergermarket

Top 15 finAnciAl ADViSERS – ASiA-pAcific Excl JApAn

Top 15 lEgAl ADViSERS – ASiA-pAcific Excl JApAn

vALUeYTD


($m)Deal count


2 Commerce and Finance Law offices 30,437 10

3 mallesons Stephen Jaques 24,424 32


5 Allens Arthur robinson 19,649 14

6 DeHeng Law offices 19,429 7

7 tian Yuan Law Firm 16,147 5


9 king & Wood 14,876 13

10 Stikeman elliott 14,529 9

11 Johnson Winter & Slattery 13,591 3

12 Simpson thacher & Bartlett 13,323 5

13 Freehills 12,847 36

14 Wachtell, Lipton, rosen & katz 12,828 2

15 Shearman & Sterling 12,662 12Source: mergermarket

voLUme

the legal adviser league tables by value and volume have been run from 01 January 2009 to 30 September 2009 and include lapsed and withdrawn deals. the tables cover all sectors andare based on the geography of either the target, bidder or seller being Asia-Pacifc excluding Japan.

YTD 30-Sep-2009

House Value ($m)

Deal count


2 Baker & mckenzie 11,282 35

3 Blake Dawson 12,450 33


5 kim & Chang 9,102 30



8 Clayton Utz 4,225 26

9 minter ellison 1,270 26

10 DLA Piper 6,813 22

11 Lee & ko 3,541 20


13 Deacons 8,414 18

14 Allen & gledhill 8,517 15

15 Allens Arthur robinson 19,649 14Source: mergermarket


ASIA PACIFIC

LeAgUe tABLeS

vALUe

YTD 30-Sep-2009

House Value ($m)

Deal count

1 Hopu Investment management 10,489 3

2 temasek Holdings 7,622 2

3 kohlberg kravis roberts & Co 1,950 2

4 Affinity equity Partners 1,860 2

5 mBk Partners 1,460 1

6= Imm Private equity 625 1

6= mirae Asset Private equity Fund 625 1

8 CDH Investments management 313 2

9 Bohai Industrial Investment Fund management

293 1

10 terra Firma Capital Partners 278 1Source: mergermarket

voLUme

the Private equity buyout activity tables by value and volume are based on private equity firms advising the bidder on buyout deals where the dominant geography of the target company is Asia-Pacific. the tables by value and volume have been run from 01 January 2009 to 30 September 2009 and exclude lapsed and withdrawn deals

YTD 30-Sep-2009

House Value ($m)

Deal count


2 ktB Securities 152 3

3 Intel Capital 32 3

4 temasek Holdings 7,622 2

5 kohlberg kravis roberts & Co 1,950 2

6 Affinity equity Partners 1,860 2


8 Ant Capital Partners 228 2

9 mizuho Capital Partners 157 2

10 the Carlyle group 120 2Source: mergermarket

AcTiViTY TABlE of pRiVATE EquiTY fiRMS on ASiA-pAcific BuYouTS

vALUe

YTD 30-Sep-2009

House Value ($m)

Deal count

1= newbridge Capital group 2,278 1

1= tPg Capital 2,278 1

3 the Carlyle group 1,729 1

4= CDH Investments management 848 1

4= new Horizon Capital 848 1

6 telecom Investments (mauritius) 464 2

7 kDB Capital 410 1

8 Harbinger Capital Partners 408 1

9 Unison Capital 275 2

10= Advantage Partners 275 1

10= mkS Partners 275 1


voLUme

the Private equity exit activity tables by value and volume are based on private equity firms advising the vendor on exit deals where the dominant geography of the target company is Asia-Pacific. the tables by value and volume have been run from 01 January 2009 to 30 September 2009 and exclude lapsed and withdrawn deals

YTD 30-Sep-2009

House Value ($m)

Deal count

1 telecom Investments (mauritius) 464 2


3= newbridge Capital group 2,278 1

3= tPg Capital 2,278 1

5 the Carlyle group 1,729 1


6= new Horizon Capital 848 1

8 kDB Capital 410 1

9 Harbinger Capital Partners 408 1




AcTiViTY TABlE of pRiVATE EquiTY fiRMS on ASiA-pAcific ExiTS


ASIA PACIFIC

trenD grAPHS

ASiA-pAcific M&A quARTERlY TREnD

vALUe voLUme

moving average trend line

0

30,000

60,000

90,000

120,000

150,000

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

valu

e ($

m)

0

100

200

300

400

500

600

700

800

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

num

ber

of d

eals

ASiA-pAcific M&A quARTERlY pRiVATE EquiTY TREnD

vALUe voLUme

0

5,000

10,000

15,000

20,000

25,000

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

valu

e$ ($

m)

Asia-Pacificbuyouts

Asia-Pacificexits

0

20

40

60

80

100

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

num

ber

of d

eals

Asia-Pacificbuyouts

Asia-Pacificexits


ASIA PACIFIC

trenD grAPHS

ASiA-pAcific M&A AnnuAl TREnDS

vALUe voLUme

0

100

200

300

400

500

YTD 2009*20082007200620052004

All Asia-Pacific M&A

Asia-Pacific buyouts

Asia-Pacific exits

valu

e ($

bn)

0

500

1,000

1,500

2,000

2,500

3,000

YTD 2009*,20082007200620052004



Asia-Pacific exits

num

ber

of d

eals

ASiA-pAcific M&A SEcToR BREAkDown YTD 2009

vALUe voLUme



Consumer

TMT

Financial Services

Business Services


Transport

Real Estate

Construction

Leisure

Agriculture

8.9%

23.8%

11.2%

25.1%

0.6%

14.1%

3.3%

2.3%

4.3%

3%

1.2%2%

18.9%

13.9%

13.7%

10.2%

10.7%

1.2% 0.1%

12.2%

4.5%

4.2%

4.1%

3.6%

2.8%



Consumer

TMT

Financial Services

Business Services


Transport

Real Estate

Construction

Leisure

Agriculture

Defence


ASIA PACIFIC

trenD grAPHS

ASiA-pAcific M&A gEogRApHic BREAkDown YTD 2009

vALUe voLUme

China

Japan

Australia

South Korea

India

Hong Kong

Singapore

Indonesia

New Zealand

Malaysia

Taiwan

Other

31.7%

6.4%

14.6%

23.2%

4.5%

5%

3.3%

1.5%0.2%

0.8%6.8%

2.1%

27.8%

8.7%

9.5%

13.3%

19.9%

6%

2.2%

2.1%

1.9% 1.8% 5.3%

1.6%

China

Japan

Australia

South Korea

India

Hong Kong

Singapore

Indonesia

New Zealand

Malaysia

Taiwan

Other

ASiA-pAcific M&A DEAl SiZE BREAkDown

vALUe voLUme

0

50

100

150

200

250

H22009

H12009

H22008

H12008

H22007

H12007

H22006

H12006

H22005

H12005

H22004

H12004

> $5$01m

$251m-$500m

$101m-$250m

$15m-$100m

$5m-$14.9m

valu

e ($

bn)

0

300

600

900

1,200

1,500

H22009

H12009

H22008

H12008

H22007

H12007

H22006

H12006

H22005

H12005

H22004

H12004

> $5$01m

$251m-$500m

$101m-$250m

$15m-$100m

$5m-$14.9m

Value not disclosed

valu

e ($

bn)


ASIA PACIFIC

mID-mArket DeALS

Top 10 ASiA-pAcific AnnouncED MiD-MARkET DEAlS foR SEpTEMBER 2009($10m to $250m)






24-Sep-09 P Shanghai Sanxiang Co Ltd

real estate

Xiangcai Securities t & t Law Firm

Shenzhen Dawncom Business technology and Service Co Ltd

Sinolink Securities Co Ltd

DeHeng Law offices

Shanghai Sanxiang Investment Co Ltd; and Shenzhen Hefang Investment Co Ltd

248

23-Sep-09 P eerduosi Hengtai Coal Company Limited


Yun Sky Chemical (International) Holdings Ltd

mr. Zhao ming (private investor)

239

30-Sep-09 C elders Insurance Agencies Pty Ltd (75% stake); and elders Insurance Ltd

Financial Services

Advising seller: Caliburn Partnership

Advising seller: Freehills

QBe Insurance group Limited

elders Limited 236

2-Sep-09 P Joyful Honda Co Ltd (33.4% stake)

Consumer mitsubishi Corporation; and mitsubishi UFJ Financial group Inc

mitsubishi UFJ Securities Co Ltd

216

8-Sep-09 P China resources (Holdings) (Stakes in 7 natural gas companies)


China resources gas group Limited

CImB group; Credit Suisse

richards Butler in association with reed Smith

China resources (Holdings) Co Ltd

206

16-Sep-09 P kumho terminal Co Ltd

transport Advising seller: macquarie group

korea express Co Ltd

kumho Industrial Company Ltd

179

18-Sep-09 P guangzhou Cheng Jian tianyu real estate Development Company Limited

real estate

HnA Hotel Holdings Ltd

Skyfame realty (Holdings) Limited

178

8-Sep-09 P CSk Holdings Corp (Undisclosed economic interest)

Business Services

Ant Capital Partners Co Ltd

mori Hamada & matsumoto

173

8-Sep-09 C Shanxi golden ocean energy (Shanxi coal mine)


China national Coal group Corp; and Shanxi Coal Imp & exp group Co Ltd

Shanxi golden ocean energy group Co Ltd

172

4-Sep-09 P Shenzhen Anxin Digital Development Co Ltd

tmt Broad Intelligence International Pharmaceutical Holdings Ltd

China merchants Securities Co Ltd

Heroic rich Limited; and talent eagle Holdings Limited

168



ASIA PACIFIC

ASiA-pAcific M&A quARTERlY MiD-MARkET TREnD

vALUe voLUme

0

5,000

10,000

15,000

20,000

25,000

30,000

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

valu

e (€

m)

0

100

200

300

400

500

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

num

ner

of d

eals


mID-mArket DeALS


ASIA PACIFIC

mID-mArket LeAgUe tABLeS

YTD 30-Sep-2009

House Value ($m)

Deal count

Value:






6 CImB group 965 15

7 Citigroup 899 5


9 PricewaterhouseCoopers 810 15

10 kPmg 752 13

Volume:


2 ernst & Young 676 16


4 CImB group 965 15

5 PricewaterhouseCoopers 810 15

6 kPmg 752 13


8 optima Capital 684 11

9 m&A International 610 11

10 Somerley 569 11Source: mergermarket

the Financial adviser league tables by value and volume have been run from 01 January2009 to 30 September 2009 and exclude lapsed and withdrawn deals. the tables cover all sectors and are based on the geography of either the target, bidder or seller beingAsia-Pacific (excluding Japan).

Top 10 MiD MARkET finAnciAl ADViSoRS - ASiA-pAcific Excl JApAn($10m to $250m)

YTD 30-Sep-2009

House Value ($m)

Deal count

Value:




4 kim & Chang 1,197 20

5 Desai & Diwanji 1,011 10

6 Haiwen & Partners 993 8

7 Blake Dawson 917 12

8 Freshfields Bruckhaus Deringer 882 11

9 Latham & Watkins 803 6

10 Herbert Smith/gleiss Lutz/Stibbe 802 6

Volume:

1 kim & Chang 1,197 20




5 minter ellison 482 16



8 Linklaters 635 11

9 Clayton Utz 576 11

10 Desai & Diwanji 1,011 10Source: mergermarket

the Legal adviser league tables by value and volume have been run from 01 January2009 to 30 September 2009 and include lapsed and withdrawn deals. the tables cover all sectors and are based on the geography of either the target, bidder or seller beingAsia-Pacific (excluding Japan).

Top 10 MiD-MARkET lEgAl ADViSERS – ASiA-pAcific Excl JApAn($10m to $250m)


GREATER CHINAA mERGERmARkET m&A REpoRT oN

GREATER CHIN

A

Recent chinese investMents in ResouRces• China Investment Corp (CIC), the Chinese sovereign

wealth fund, has recently made a series of investments in the global commodities sector. It bought an 11% stake in JSC kazmunaiGaz Exploration and production, the Uk-listed kazakhstan based energy company, for $939m. The deal came less than one week after CIC acquired $1.9bn worth of debt from Bumi Resources, the biggest coal producer in Indonesia, as well as a 14.5% stake in Noble Group, the Singapore-listed commodity supplier, for $856m, bringing its total investment in commodities resources to at least $3.69bn in September.

• China is seeking to expand and secure access to natural resources globally to support its fast-growing economy. The global economic crisis has provided an ideal opportunity for Chinese state-controlled companies to use its financial reserves to acquire resources at attractive prices, namely by taking advantage of undervalued assets and lower local commodity prices. For example, in June, Sinopec spent $7.2bn acquiring Swiss-based Addax petroleum Corp, which has oil reserves in Nigeria, Gabon and the kurdistan region of Iraq. In may, petroChina acquired Singapore petroleum Company for $1bn, and in August, Sinochem acquired Emerald Energy, the Uk-based oil and gas company with assets in Colombia and Syria, for $775m. Through these acquisitions China intends to establish a geographically-diverse asset base.

• State-owned energy companies are not the only acquirers of overseas energy assets. After suffering from significant losses from its investment in US financial institutions such as Blackstone and morgan Stanley in 2008, CIC has also shifted its focus to buying “undervalued” commodity assets, especially in the energy and commodities sectors. Apart from its intention to satisfy the domestic appetite for commodities and energy resources, China may also be able to capture potential economic benefits if the global demand for commodities rebounds as the economy recovers in the coming years.

chen FAshu• For a self-proclaimed low profile Chinese tycoon, mr.

Chen Fashu, the 8th richest man in China, has made two eye-catching stake acquisitions within a five-month span. With the help of Dr. Tang Jun, former CEo of microsoft China, mr. Chen has turned from grocery magnate into a big spender, acquiring stakes in listed companies in a seemingly erratic pattern.

• In may 2009, mr. Chen bought a 7.01% stake in Tsingtao Brewery, the dual-listed Chinese beer maker, from Anheuser-Busch InBev for $234m, at an 11.86% discount over the previous day’s share closing price. Just three months later, Yunnan Hongta Group, the state-owned cigarette manufacturer, sold a 12.32% stake in Yunnan Baiyao, the listed drug maker, for $323m to mr. Chen, again at a discount of 23.8% over the previous day’s closing share price. In both acquisitions, Chen acted as a private investor, instead of making a bid with his company Newhuadu Industrial Group – which already owned stakes in other Chinese companies, such as dual-listed Zijin mining, Shenzhen-listed Fujian New Hua Du Supercenter, and the unlisted Fujian Wuyishan Tourism Development.

• An aide of mr. Chen told mergermarket that Chen is still looking for more buying opportunities with Dr. Tang as his private financial advisor. Dr. Tang revealed that mr. Chen is looking to complete another three to five acquisitions in the next few years within different industries based on three criteria. First, the companies should be related to people’s daily necessities; second, the companies need to be among the top three players in their respective industries; and last but not least, the companies need to be wholly or partly state-owned. Several media outlets in China have been portraying mr. Chen as the “Warren Buffett” of China. With an estimated wealth of at least $3.8bn, it seems likely that mr. Chen will remain under the m&A limelight in China for the foreseeable future.


GREATER CHIN

A

tAiwAn Mobile buys kbRo FRoM cARlyle• In April 2006, Carlyle entered into the Taiwan cable TV

operation industry by acquiring 40% and 60% stakes in Eastern Broadcasting and kbro Co Ltd respectively from Eastern multimedia Group, for a combined value of $1.3bn. Although Carlyle did not give a breakdown for cost of each company at the time, it gained at least $429m on its books when it sold its stake in kbro to the listed Taiwan mobile for a consideration of $1.005bn on 16 September 2009.

• After completing the acquisition of kbro’s stake, Taiwan mobile, the second-largest mobile network provider in Taiwan, will become the largest local cable TV operator, with a 32% market share of 1.6 million subscribers. However, the deal comes with a hefty price tag for Taiwan mobile. It will issue 589m treasury shares to Carlyle for $991m at NT$55 per share, pay a cash consideration of $13m to Carlyle, and also assume kbro’s net debt of $730m.

• Carlyle stated that it is not exiting the Taiwanese cable market, as it will now hold a 15.5% stake in Taiwan mobile, and become the second largest shareholder in the company after the Tsai Family. Taiwan mobile said that the deal is going to enable the company not only to expand in a different sector, but also to gain expertise from Carlyle and strengthen its position as a major mobile network service provider.


GREATER CHIN

A

DEAL oF THE moNTH

target: kbro co Limited (60% stake) Announced: 16 September 2009

bidder: Taiwan mobile Company Limited Deal value: $1,729m

The Carlyle Group LLC Deal nature: Recommended

• Taiwan mobile Company Limited has agreed to acquire a 60% stake in kbro co Limited from The Carlyle Group LLC.

• Taiwan mobile Company Limited, the listed Taiwan based company headquartered in Taipei, is a telecommunications group. kbro co Limited, the Taiwan based company headquartered in Taipei, is a cable TV operator and a portfolio company of The Carlyle Group, the US based private equity firm.

teRMs: • 589m treasury shares at an issue price of NT$55 per

share.• NT$440m ($13.47m) in cash.• Taiwan mobile will assume kbro Co’s net debt of NT$24bn

($730.06m).• The implied equity value of the transaction is

approximately NT$54.3bn ($1,674.9m).• There is an option of termination if the transaction is not

completed nine months after signing.

FinAncing: • The cash payment will be funded by Taiwan mobile’s

existing resources, and the treasury shares will be deducted from the company’s existing treasury holdings.

RAtionAle: • The transaction is in line with Taiwan mobile’s strategy

to expand its subscriber base and to improve its position within the pay-TV market.

Post DeAl DetAils: • Carlyle will hold a 15.5% stake in Taiwan mobile. Taiwan

mobile will hold a majority ownership in 12 service operators and a 49% stake in 2 service operators. Taiwan mobile’s two corporate directors will be discharged, while two Carlyle representatives will be appointed as directors through an EGm. The transaction is expected to be neutral to Taiwan mobile’s EpS.

exPecteD coMPletion: • The transaction is expected to close on 30 November 2009.

conDitions:• Regulatory approval required from the FIA • Regulatory approval required the FTC• other standard representations and warranties in the

international m&A transaction of similar scale• Taiwan mobile Company Limited’s shareholder approval

bAckgRounD: • The Carlyle Group acquired the 60% stake in kbro Limited

from Eastern multimedia Group in April 2006.

Advisers

target/seller bidder

Financial t Jpmorgan Financial -

legal Lee and Li Attorneys at Lawpaul Weiss Rifkind Wharton & Garrison

legal LCS & partners

PR - PR -


GREATER CHIN

A

toP 15 gReAteR chinA AnnounceD DeAls FoR ytD 30 sePteMbeR 2009Announced status target company sector bidder company seller company exit multiples (x) bid premia

1-day before

Deal value($m)

Revenue ebitDA P/e

16-may-09 C China Three Gorges project Corporation (hydroelectricity generation assets and stakes in peripheral service companies)

Energy, mining & Utilities

China Yangtze power Co Ltd

China Three Gorges project Corporation

8.8 11.2 - 15,725

16-may-09 L SDIC Electric power Co Ltd


SDIC Huajing power Holdings Co Ltd

State Development & Investment Corporation

11.4 14.0 6.8 - 7,367

04-mar-09 C China Construction Bank Corporation (5.78% stake)

Financial Services

Bank of China Ltd; China Life Insurance (Group) Company; Hopu Investment management Co Ltd; and Temasek Holdings pte Ltd

Bank of America Corporation

n/a n/a 9.2 -15.3% 7,319

13-may-09 C GCL Solar Energy Technology Holdings Inc


GCL-poly Energy Holdings Limited

Zhu Gongshan; Zhang Sonyi, mui Bing How; and Chang Tsong Zung (4 private investors)

5.4 7.9 7.9 - 2,794

23-Jun-09 C Bank of China Limited (4.26% stake)

Financial Services

Hopu Investment management Co

Royal Bank of Scotland Group plc

n/a n/a 6.0 -7.6% 2,381

14-Jan-09 p Shanghai Airlines Co Ltd

Transport China Eastern Airlines Corporation Limited

1.2 (loss) (loss) 17.0% 2,373

13-Jul-09 p Shenzhen Development Bank Co Ltd (16.76% stake)

Financial Services

ping An Insurance (Group) Company of China Ltd

TpG Capital n/a n/a 149.2 49.4% 2,278

12-Jun-09 p Tianjin port Company Limited (56.81% stake)

Transport Tianjin port Development Holdings Ltd

Tianjin port (Group) Company Limited

1.8 9.7 17.8 -13.7% 1,936

16-mar-09 p Tianjin port Company Limited (56.81% stake)

Transport Tianjin port Development Holdings Ltd

Tianjin port Development Holdings Ltd

1.8 9.7 17.8 -13.7% 1,936

10-may-09 p CITIC International Financial Holdings Limited (70.32% stake)

Financial Services

China CITIC Bank Corporation Limited

CITIC Group n/a n/a 1.5 - 1,750

16-Sep-09 p kbro co Limited (60% stake)

TmT Taiwan mobile Company Limited

The Carlyle Group LLC

- 1,729

05-mar-09 p JISCo Yuzhong Iron and Steel Co Ltd; and Jiugang Group (steel-making assets)


Gansu Jiu Steel Group Hongxing Iron and Steel Co Ltd

Jiuquan Iron & Steel (Group) Co Ltd

0.4 48.0 - 1,692

26-Aug-09 p China Everbright Bank Co Ltd (15.3% stake)

Financial Services

Consortium led by China Reinsurance Group

n/a n/a 10.3 - 1,684

Top DEALS


GREATER CHIN

A

Announced status target company sector bidder company seller company exit multiples (x) bid premia1-day before

Deal value($m)Revenue ebitDA P/e

04-mar-09 C Hutchison Telecommunications Hong kong Holdings Limited

TmT Hutchison Telecommunications International Limited (Shareholders)

Hutchison Telecommunications International Limited

1.2 3.6 10.8 - 1,296

07-Aug-09 C Hutchison Telecommunications Hong kong Holdings Limited

TmT Hutchison Telecommunications International Limited (Shareholders)

Hutchison Telecommunications International Limited

1.2 3.6 10.8 - 1,296

06-Sep-09 p China Unicom (Hong kong) Limited (2.84% stake)

TmT Telefonica SA 1.8 3.8 6.9 4.0% 1,000


Top DEALS

toP 5 gReAteR chinA AnnounceD DeAls oF the Month (sePteMbeR 2009)Announced status target company sector bidder company seller company exit multiples (x) bid premia


($m)Revenue ebitDA P/e

16-Sep-09 p kbro co Limited (60% stake)

TmT Taiwan mobile Company Limited

The Carlyle Group LLC

- 1,729

06-Sep-09 p China Unicom (Hong kong) Limited (2.84% stake)

TmT Telefonica SA 1.8 3.8 6.9 4.0% 1,000

24-Sep-09 p Noble Group Limited (14.96% stake)

Transportation China Investment Corporation

Richard Elman (private investor)

0.2 5.7 0.1 -7.6% 856

27-Sep-09 p Beijing Tsingda Deshi Technology Company Limited (75% stake)


Bright International Group Limited

Silver mark Enterprises Limited

- 819

30-Sep-09 p Danone-Wahaha JV (39 Companies) (51% stake)

Consumer Hangzhou Wahaha Group Co Ltd

Groupe Danone SA

- 439



GREATER CHIN

A

ExpECTED DEALS

situation target company sector Potential bidder company

Financial adviser to bidder (b); target (t); seller (s)

seller company Market cap/ est.

value ($m)

comments

Significant m&A

Anhui Conch Cement Company Ltd

Construction China National Building material

11,072 Anhui Conch Cememt Company Ltd, the Hong kong and Shanghai listed clinkers and cement producer, is rumoured to be receiving a stake purchase proposal from China National Building material, according to local media report.

Significant m&A

Guangdong Shaoneng Group Co Ltd


Shenzhen Energy Group

9,831 Shenzhen Energy Group, the China listed energy company, is rumoured to be considering selling its 36% stake in Guangdong Shaoneng, the listed industrial equipment manufacturer.

Significant m&A

xinjiang Goldwind Science & Technology Co Ltd


6,030 xinjiang Goldwind Science & Technology Co Ltd, the Shenzhen listed Chinese wind generator manufacturer,is rumoured to have its substantial shareholder selling a stake to Hong kong investors

potential takeover target

SINopEC Yizheng Chemical Fibre Co Ltd


China petroleum & Chemical Corporation

3,231 Sinopec Yizheng Chemical Fibre is rumored to receive HkD 2.4 per H-share take-private bid from China petroleum & Chemical Corporation.

Expected deal Jiuquan Iron and Steel Group / International mineral Resources (joint venture)


3,090 Jiuquan Iron and Steel Group intends to form a 51-49 joint venture with kazakhstan based International mineral Resources. The new company will be worth CNY 21.169bn.


Nan Shan Life Insurance Company Ltd

Financial Services

Cathay Financial Holdings Co Ltd; Chinatrust Financial Holding Company; Consortium of China Strategic Holdings Ltd and primus Financial Holdings Limited; and Consortium of Fubon Financial Holding Co Ltd and The Carlyle Group

morgan Stanley (T)

American International Group Inc

2,400 Several financial institutions from Taiwan and Hong kong are interested in bidding for Nan Shan Life Insurance, the Taiwanese subsidiary of AIG.


China Huiyuan Juice Group Ltd

Consumer 969 Huiyuan Juice chairman Zhu xinli was reported as saying that there have been keen approaches from potential bidders for his company after the Coca-Cola offer lapsed.


Yinchuan xinhua Department Store Co Ltd

Consumer Wumart 530 Wumart is reported to be interested in selling its entire 29.27% stake in Yinchuan xinhua Department Store.


East China Engineering Science and Technology


China National Chemical Engineering

506 East China Engineering Science and Technology, the Shenzhen listed Chinese engineering designing company for chemical companies, was reported to be a takeover target for China National Chemical Engineering.

Takeover target Zhejiang orient Holdings

Business Services

Alibaba 498 Zhejiang orient Holdings, the Chinese listed importer and exporter of textiles, was rumoured as a takeover target of Alibaba which was denied by the company. Share price jumped to 10% on takeover rumours.


PiPeline oF gReAteR chinA exPecteD DeAls


GREATER CHIN

A

LEAGUE TABLES

VALUEytD

30-sep-2009house value

($m)Deal count

1 CITIC Securities 18,330 4





6 RBC Capital markets 8,800 1


8 Goldman Sachs 7,644 9

9 Jpmorgan 6,759 6

10 Bank of China International Holdings 5,899 8

11 Industrial and Commercial Bank of China 5,609 4

12 Nomura Holdings 5,194 6



15 Deutsche Bank 4,474 11Source: mergermarket

VoLUmE

The financial adviser league tables by value and volume have been run from 01 January 2009 to 30 September 2009 and exclude lapsed and withdrawn deals. The tables cover all sectors andare based on the geography of either the target, bidder or seller being Greater China.

ytD 30-sep-2009

house value ($m)

Deal count


2 Somerley 2,527 16

3 optima Capital 1,796 15


5 CImB Group 633 12




9 Taifook Capital 344 10


11 Goldman Sachs 7,644 9

12 m&A International 2,359 9

13 Bank of China International Holdings 5,899 8

14 Access Capital 602 8

15 Credit Suisse 10,067 7Source: mergermarket

toP 15 FinAnciAl ADviseRs

VALUEytD

30-sep-2009house value

($m)Deal count





5 Tian Yuan Law Firm 16,147 5

6 king & Wood 14,876 13

7 Allens Arthur Robinson 14,413 3





12= Chiomenti Studio Legale 11,838 1

12= Fried Frank Harris Shriver & Jacobson 11,838 1

12= Johnson Winter & Slattery 11,838 1

12= Wachtell, Lipton, Rosen & katz 11,838 1Source: mergermarket

VoLUmE

The legal adviser league tables by value and volume have been run from 01 January 2009 to 30 September 2009 and include lapsed and withdrawn deals. The tables cover all sectors andare based on the geography of either the target, bidder or seller being Greater China.

ytD 30-sep-2009

house value ($m)

Deal count




4 king & Wood 14,876 13

5 Haiwen & partners 5,729 13

6 Fangda partners 5,186 11


8 Grandall Legal Group 4,887 10

9 Herbert Smith/Gleiss Lutz/Stibbe 4,243 10

10 DLA piper 4,098 10

11 Lee and Li Attorneys at Law 3,955 10


13 Richards Butler in association with Reed Smith

2,772 8


15 Clifford Chance 14,116 7Source: mergermarket

toP 15 legAl ADviseRs


GREATER CHIN

A

LEAGUE TABLES

VALUE

ytD 30-sep-2009

house value ($m)

Deal count


2 Temasek Holdings 7,319 1



293 1

5 morgan Stanley private Equity Asia 246 1

6 kohlberg kravis Roberts & Co 150 1

7= Hony Capital 142 1

7= TpG Capital 142 1

9 The Carlyle Group 120 2

10 Legend Capital 69 2Source: mergermarket

VoLUmE

The private equity buyout activity tables by value and volume are based on private equity firms advising the bidder on buyout deals where the dominant geography of the target company is Greater China. The tables by value and volume have been run from 01 January 2009 to 30 September 2009 and exclude lapsed and withdrawn deals.

ytD 30-sep-2009

house value ($m)

Deal count


2 CDH Investments management Company

313 2

3 The Carlyle Group 120 2

4 Legend Capital 69 2

5 Shenzhen Fortune Venture Capital 20 2

6 SB China Venture Capital 15 2

7 BlueRun Ventures - 2

8 Temasek Holdings 7,319 1


293 1

10 morgan Stanley private Equity Asia 246 1Source: mergermarket

Activity tAble oF PRivAte equity FiRMs on gReAteR chinA buyouts

VALUE

ytD 30-sep-2009

house value ($m)

Deal count

1= Newbridge Capital Group 2,278 1

1= TpG Capital 2,278 1

3 The Carlyle Group 1,729 1


4= New Horizon Capital 848 1

6 Bain Capital 152 1

7 CSV Capital partners 68 1Source: mergermarket

VoLUmE

The private equity exit activity tables by value and volume are based on private equity firms advising the vendor on exit deals where the dominant geography of the target company is Greater China. The tables by value and volume have been run from 01 January 2009 to 30 September 2009 and exclude lapsed and withdrawn deals.

ytD 30-sep-2009

house value ($m)

Deal count

1= Newbridge Capital Group 2,278 1

1= TpG Capital 2,278 1

3 The Carlyle Group 1,729 1


4= New Horizon Capital 848 1


7 CSV Capital partners 68 1Source: mergermarket

Activity tAble oF PRivAte equity FiRMs on gReAteR chinA exits


GREATER CHIN

A

TREND GRApHS

gReAteR chinA M&A quARteRly tRenD

VALUE VoLUmE


0

10,000

20,000

30,000

40,000

50,000

60,000

70,000

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

valu

e ($

m)

gReAteR chinA M&A quARteRly PRivAte equity tRenD

VALUE VoLUmE

0

1,000

2,000

3,000

4,000

5,000

6,000

7,000

8,000

9,000

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

valu

e ($

m)

Greater Chinabuyouts

Greater Chinaexits

0

5

10

15

20

25

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q1 04

num

ber

of d

eals

Greater Chinabuyouts

Greater Chinaexits

0

50

100

150

200

250

300

350

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

num

ber

of d

eals


GREATER CHIN

A

TREND GRApHS

gReAteR chinA M&A AnnuAl tRenDs

VALUE VoLUmE

0

50

100

150

200

YTD 2009*20082007200620052004



Asia-Pacific exits

valu

e ($

bn)

0

200

400

600

800

1,000

YTD 2009*20082007200620052004



Asia-Pacific exits

num

ber

of d

eals

gReAteR chinA M&A sectoR bReAkDown ytD 2009

VALUE VoLUmE


Consumer


TMT

Financial Services

Real Estate

Business Services

Transport


Construction

Leisure

Agriculture

Defence

10.4%

7.4%

8.3%

29.4%

12.3%

0.5%0.1%

23.3%

3.9%

1.1%

1.2%1.3%

0.8%

20.2%

15.8%

15.2%

6.9%

10%

0.6%0.2%

11.9%

5.2%

4.4%

4%2.9%

2.5%


Consumer


TMT

Financial Services

Real Estate

Business Services

Transport


Construction

Leisure

Agriculture

Defence


GREATER CHIN

A

mID-mARkET DEALS

toP 10 gReAteR chinA AnnounceD MiD MARket DeAls FoR sePteMbeR 2009($10m To $250m)

Announced status target company sector target/seller financial adviser

target/seller legal adviser

bidder company bidder financial adviser

bidder legal adviser

seller company Deal value ($m)

24-Sep-09 p Shanghai Sanxiang Co Ltd

Real Estate xiangcai Securities

T & T Law Firm

Shenzhen Dawncom Business Technology and Service Co Ltd

Sinolink Securities

DeHeng Law offices

Shanghai Sanxiang Investment Co Ltd; and Shenzhen Hefang Investment Co Ltd

248

23-Sep-09 p Eerduosi Hengtai Coal Company Limited


Yun Sky Chemical (International) Holdings Ltd

mr. Zhao ming (private investor)

239

08-Sep-09 p China Resources (Holdings) (Stakes in 7 natural gas companies)


China Resources Gas Group Limited

CImB Group; Credit Suisse

Richards Butler in association with Reed Smith

China Resources (Holdings) Co Ltd

206

18-Sep-09 p Guangzhou Cheng Jian Tianyu Real Estate Development Company Limited

Real Estate HNA Hotel Holdings Ltd

Skyfame Realty (Holdings) Limited

178

08-Sep-09 C Shanxi Golden ocean Energy (Shanxi coal mine)


China National Coal Group Corp; and Shanxi Coal Imp & Exp Group Co Ltd

Shanxi Golden ocean Energy Group Co Ltd

172

04-Sep-09 p Shenzhen Anxin Digital Development Co Ltd

TmT Broad Intelligence International pharmaceutical Holdings Ltd

China merchants Securities

mr. Yang kezhi; ms. Wu Wenying (2 private investors)

168

23-Sep-09 p Smartview Investment Holdings Ltd


Advising Seller: Troutman Sanders

Hembly International Holdings Limited

Ample Capital

michael Li & Co mr. Ngok Yan Yu (private investor); Bright Good Limited; and New World Development Company Limited

149

27-Sep-09 p Yintai Huanghui mining Company Limited (90% stake)


Bright International Group Limited

Wingem Investments Limited

137

24-Sep-09 p Norske Skog (Hebei) paper Co Ltd


Advising Seller: ABG Sundal Collier; UBS Investment Bank

Advising Seller: Wiersholm

Shandong Huatai paper Co Ltd

Norske Skogindustrier ASA

136

14-Sep-09 p Entie Securities Finance Co Ltd (93.84% stake)

Financial Services

Capital Securities Corporation

134



GREATER CHIN

A

gReAteR chinA M&A quARteRly MiD-MARket tRenD

VALUE VoLUmE

0

2,000

4,000

6,000

8,000

10,000

12,000

14,000

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

valu

e ($

m)

0

50

100

150

200

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

num

ner

of d

eals


mID-mARkET DEALS


GREATER CHIN

A

mID-mARkET LEAGUE TABLES

ytD 30-sep-2009

house value ($m)

Deal count

value:


2 morgan Stanley 782 8



5 CImB Group 623 11

6 Somerley 569 11

7 China merchants Securities 512 3

8 Guangdong Securities 499 3

9 GF Securities 489 5

10 Bank of America merrill Lynch 487 3

volume:


2 CImB Group 623 11

3 Somerley 569 11




7 Taifook Capital 322 7

8 Access Capital 330 6

9 GF Securities 489 5

10 Southwest Securities 401 5Source: mergermarket

The financial adviser league tables by value and volume have been run from 01 January2009 to 30 September 2009 and exclude lapsed and withdrawn deals. The tables cover allsectors and are based on the geography of either the target, bidder or seller being Greater China.

toP 10 MiD-MARket FinAnciAl ADviseRs – gReAteR chinA($10m To $250m)

ytD 30-sep-2009

house value ($m)

Deal count

value:


2 Haiwen & partners 993 8

3 mallesons Stephen Jaques 773 5


764 5

5 Grandall Legal Group 601 6

6 king & Wood 580 7

7 michael Li & Co 573 3

8 Herbert Smith/Gleiss Lutz/Stibbe 552 5

9 Fangda partners 535 8


volume:


2 Haiwen & partners 993 8

3 Fangda partners 535 8

4 king & Wood 580 7

5 Grandall Legal Group 601 6

6 Linklaters 350 6

7 mallesons Stephen Jaques 773 5


764 5

9 Herbert Smith/Gleiss Lutz/Stibbe 552 5

10 Latham & Watkins 535 4Source: mergermarket

The legal adviser league tables by value and volume have been run from 01 January2009 to 30 September 2009 and include lapsed and withdrawn deals. The tables cover allsectors and are based on the geography of either the target, bidder or seller being Greater China.

toP 10 MiD-MARket legAl ADviseRs – gReAteR chinA($10m To $250m)


JAPANA mergermArket m&A rePort oN

JAPAN

Government change and M&A market• the landslide for the Democratic Party of Japan (DPJ) in

the general election in September 2009 ended the semi-one party rule by the Liberal Democratic Party (LDP) that had lasted over 60 years since World War II. While many expect positive changes in the coming years, the new ruling party has yet to reveal what type of financial policy it is going to pursue.

• Under the LDP’s rule, the government was implementing policies to realize the economic growth through the support for corporate activities. Consequently, a large sum of money was spent on public projects like roads and buildings and export-friendly policies for large companies, which often invited the public criticism of lavish expenditure. In recent years, LDP was shifting toward deregulation, which in turn induced competition on the domestic as well as foreign markets and led to reorganization in many sectors.

• DPJ is expected to implement more favorable policies for households and small companies, including the reduction of corporate tax from 18% to 11% for small and medium enterprises as mentioned in its manifesto. the moratorium proposed by the new minister for financial services is facing the severe opposition from many sides, and it is still not clear which direction DPJ will be going in terms of financial policy.

• Up until now, the new government has been focusing more on fiscal policies, struggling to figure out how to cut wasteful spending. this has again left little time for the financial policies that will significantly impact the m&A market, which means the market players will need to keep a close watch on all presented government policies going forward.

Restructuring in the Japanese insurance industry• mitsui Sumitomo Insurance group Holdings Inc (mitsui

Sumitomo), Nissay Dowa general Insurance Co Ltd (Nissay Dowa), and Aioi Insurance Co (Aioi), the three Japanese listed non-life insurance companies have announced the details of their merger plan. Upon completion, the companies will likely become the largest non-life insurer by premium revenue and one of the top ten players in the global insurance industry.

• mitsui Sumitomo, Nissay Dowa and Aioi announced their three-way merger plan in January 2009. the companies decided to consolidate their businesses in order to stay competitive because of the shrinking premium income caused by the ageing population and a decline in auto insurance premium as a result of the decreasing auto sales in Japan. the integration of mitsui Sumitomo, Aioi and Nissay Dowa is set to create considerable synergies for the parties. By linking with Nissay Dowa, an affiliate of Nippon Life Insurance (Nippon Life), the largest life insurer in Japan, mitsui Sumitomo will obtain the sales networks of Nippon Life. through Aioi, an affiliate of toyota motor, mitsui Sumitomo will also be able to attain toyota motor’s sales network.

• In the meantime, Sompo Japan Insurance Inc and Nipponkoa Insurance also announced in July to merge their operations. Upon completion of these two transactions, there will only be three major players left in the Japanese nonlife insurance industry: the two combined entities and tokio marine Holdings Inc, currently the largest non-life insurer by premium revenue in Japan. However, it is not believed that the integration of mitsui Sumitomo, Nissay Dowa and Aioi is likely to raise competition issues because the post-integration market share of the group will not be a major concern.

• the companies plan to consolidate their operations in April 2010 under a holding company named mS&AD Insurance group Holdings Inc (mS&AD). Under the terms of the agreement, one Aioi share will be exchanged for 0.190 mitsui Sumitomo shares. meanwhile, one Nissay share will be exchanged for 0.191 mitsui Sumitomo shares. Upon completion, mitsui Sumitomo will remain listed and become the holding company, while Aioi and Nissay Dowa will be delisted. the transaction will require approvals from the Financial Services Agency, and from the competition authorities in Japan, the european Commission, Australia, China, taiwan and the US.


JAPAN

DeAL oF tHe moNtH

Target: Daiwa Securities SmBC Co. Ltd Announced: 10 September 2009

Bidder: Daiwa Securities group Inc Deal value: $2.2bn

Seller: Sumitomo mitsui Financial group Inc Deal nature: recommended

• Daiwa Securities group Inc, the listed Japan based financial services group, has acquired the remaining 40% stake it does not own in Daiwa Securities SmBC Co. Ltd, the Japan based investment bank, from Sumitomo mitsui Financial group Inc (SmFg), the listed Japan based financial services group.

• the consideration will be decided based on the net assets at the end of the year, and is estimated to amount to JPY 200bn ($2.18bn). Daiwa Securities group is acquiring the remaining 1,520 shares of Daiwa Securities SmBC in order to turn it into a wholly owned subsidiary.

• Sumitomo mitsui Banking Corporation, a subsidiary of SmFg, will provide a JPY 100bn loan to Daiwa Securities for this transaction.

• Daiwa Securities SmBC was created in December 1998 between the two companies to provide investment banking operations for corporate clients by combining the expertise

of a securities firm and a bank. SmFg and Daiwa Securities decided to end their joint venture, due to differences in business synergies in separate business entities.

• SmFg has also acquired the Japanese operation of Citigroup, including Nikko Cordial and Nikko Citigroup, which would have caused duplicate work within the group if it kept a stake in Daiwa Securities SmBC.

• Post acquisition, Daiwa SmBC will become a 100% subsidiary of Daiwa Securities group, while Daiwa and SmFg will continue to hold 60% and 40% respectively in Daiwa SmBC’s private equity business, Daiwa Securities SmBC Principal Investments.

• the acquisition is expected to be completed on 31 December 2009.

Advisers


Financial Financial

Legal Skadden Arps Slate meagher & Flom Nagashima ohno & tsunematsu

Legal Yanagida & Nomura

PR PR


Multiples Value (JPYm) Offer price per share (JPY) n/a

Revenue n/a n/a 1 day before n/a

EBITDA n/a n/a 1 month before n/a

EBIT n/a n/a 1 day after n/a

Earnings 1.5 x 144,958 Pre-rumour


11-Sep-09 SmFg’s exit a considerable blow to Daiwa, banker and analysts say; Daiwa has sufficient cash for SmFg buyout, Ceo says


JAPAN

TOP 15 JAPANESE ANNOuNcED DEALS FOR YTD 30 SEPTEMBER 2009 Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia



1-may-09 C Nikko Citigroup (business acquired by Sumitomo mitsui Financial group); and Nikko Cordial Securities Inc

Financial Services

Sumitomo mitsui Financial group

Citigroup Inc n/a n/a - 7,822

29-Jul-09 P Nipponkoa Insurance Co Ltd

Financial Services

Sompo Japan Insurance Inc

n/a n/a 44.5 0.1% 4,685


Financial Services


n/a n/a (loss) 2.7% 3,947

1-Jul-09 P Aozora Bank Limited

Financial Services

Shinsei Bank Limited n/a n/a (loss) 1.3% 2,668

10-Sep-09 P Daiwa Securities SmBC Co Ltd

Financial Services



n/a n/a 1.5 - 2,180

30-Sep-09 P Nissay Dowa general Insurance Co Ltd

Financial Services


n/a n/a 31.5 3.0% 2,047

25-Sep-09 P Nippon residential Investment Corporation

real estate Advance residence Investment Corporation

n/a n/a - 1,841

19-mar-09 C USJ Co Ltd Corporation

Leisure goldman Sachs; mBk Partners; and owl Creek Asset management, L.P.

2.1 6.6 16.2 22.9% 1,460

16-Sep-09 P renesas technology tmt NeC electronics Corporation

0.2 (loss) - 1,416

25-may-09 C the Bank of Ikeda Limited

Financial Services

the Senshu Bank Limited

n/a n/a (loss) 13.6% 1,209

30-Jul-09 C Nikko Asset management Co Ltd (98.55% stake)

Financial Services

the Sumitomo trust & Banking Co Ltd

Nikko Citi Holdings Inc

n/a n/a - 1,180

31-Jul-09 C resona Holdings Inc (6.17% stake)

Financial Services

merrill Lynch Japan Securities Ltd

n/a n/a 26.9 0.0% 1,099

27-Jan-09 C NeC tokIN Corporation (34.5% stake)

tmt NeC Corporation 1.6 18.4 (loss) -10.1% 1,019

28-Jul-09 P Hitachi Software engineering Co Ltd (46.04% stake)

Business Services

Hitachi Ltd 1.1 9.3 23.9 54.8% 834

28-Jul-09 P Hitachi maxell Ltd. (48.43% stake)


Hitachi Ltd 1.0 21.1 (loss) 23.1% 829


toP DeALS


JAPAN

toP DeALS

TOP 5 JAPANESE ANNOuNcED DEALS OF ThE MONTh (SEPTEMBER 2009)Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia




Financial Services


n/a n/a (loss) 2.7% 3,947

10-Sep-09 P Daiwa Securities SmBC Co Ltd

Financial Services



n/a n/a 1.5 - 2,180

30-Sep-09 P Nissay Dowa general Insurance Co Ltd

Financial Services


n/a n/a 31.5 3.0% 2,047

25-Sep-09 P Nippon residential Investment Corporation

real estate Advance residence Investment Corporation

n/a n/a - 1,841

16-Sep-09 P renesas technology tmt NeC electronics Corporation

0.2 (loss) - 1,416



JAPAN

exPeCteD DeALS



Seller company Market cap/ est. value ($m)

comments

expected Deal Alico Japan; AIg edison Life Insurance; and AIg Star Life Insurance

Financial Services

Prudential Corporation Plc; tokio marine Holdings, Inc.; and Nippon Life Insurance Company

American International group Inc

9,500 (estimated

value for the three AIg insurance

units in Japan)

Following the bailout by the US government, American International group has announced its plan to sell a number of business units around the world, including three subsidiaries in Japan.

expected Deal Nippon mining Holdings Inc


Nippon oil Corporation

2,940 (market cap)

Nippon oil and Nippon mining Holdings have reached a basic agreement on integration and signed an moU. the definitive agreement is scheduled to be signed in october 2009.

expected Deal tokushima Bank, Ltd

Financial Services

the kagawa Bank, Ltd

397 (market cap)

tokushima Bank and kagawa Bank announced they have reached a basic agreement on a business integration under a holding company.

Significant m&A

Suntory Holdings Limited

Consumer kirin Holdings Company, Limited

40,000 (combined

annual sales)

Suntory and kirin are in the early stage of merger discussions. this potential merger would create one of the world's largest beverage and food commpanies.

Significant m&A

Cosmo Securities Co Ltd

Financial Services

Undisclosed bidder

CSk Holdings at least 104 (estimated

value)

CSk Holdings may receive a financial aid package of approximately JPY 30bn (USD 322m) from its lenders; the company is considerating to swap the debt for equity in which it may divest its brokerage unit, Cosmo Securities Co Ltd, to the lenders.

Significant m&A

mitsubishi rayon Co Ltd


mitsubishi Chemical Holdings Corporation

2,100 (estimated

value)

mitsubishi Chemical is in negotiations to acquire mitsubishi rayon

Significant m&A

Suzuki motor Corporation


Volkswagen Ag 12,260 (market cap)

Suzuki motor Corporation is rumoured to be receiving an offer for a 20% stake from Volkswagen

expected deals based on confirmed announcements by companies involved

PIPELINE OF JAPAN ExPEcTED DEALS


JAPAN

LeAgUe tABLeS

VALUeYTD


($m)Deal count




4 mizuho Financial group 14,385 44

5 Daiwa Securities group 12,899 40


7 mitsubishi UFJ Securities 9,810 23


9 JPmorgan 6,979 5



12 Caliburn Partnership 4,009 1

13 Standard Chartered 3,436 3


15 ernst & Young 2,551 10Source: mergermarket

VoLUme

the financial adviser league tables by value and volume have been run from 01 January 2009 to 30 September 2009 and exclude lapsed and withdrawn deals. the tables cover all sectors and are based on the geography of either the target, bidder or seller being Japan.

YTD 30-Sep-2009

house Value ($m)

Deal count






6 gCA Savvian 1,176 18


8 ernst & Young 2,551 10



11 Deloitte 556 8

12 kPmg 1,158 7


14 Lazard 1,807 6


TOP 15 FINANcIAL ADVISERS – JAPAN

VALUeYTD


($m)Deal count

1 Skadden Arps Slate meagher & Flom 20,597 8

2 Nishimura & Asahi 19,118 40

3 mori Hamada & matsumoto 18,877 43

4 Nagashima ohno & tsunematsu 15,911 24


6 Paul Weiss rifkind Wharton & garrison 11,472 5



9 Davis Polk & Wardwell 7,239 12

10 morrison & Foerster 6,942 13


12 Anderson mori & tomotsune 4,294 19

13= mallesons Stephen Jaques 4,009 1

13= Simpson grierson 4,009 1

15 tmI Associates 3,947 20Source: mergermarket

VoLUme

the legal adviser league tables by value and volume have been run from 01 January 2009 to 30 September 2009 and exclude lapsed and withdrawn deals. the tables cover all sectors and are based on the geography of either the target, bidder or seller being Japan.

YTD 30-Sep-2009

house Value ($m)

Deal count




4 tmI Associates 3,947 20


6 morrison & Foerster 6,942 13

7 Davis Polk & Wardwell 7,239 12



10 Allen & overy 707 9



13 Jones Day 656 7


15 Paul Weiss rifkind Wharton & garrison 11,472 5Source: mergermarket

TOP 15 LEGAL ADVISERS – JAPAN


JAPAN

LeAgUe tABLeS

VALUe

YTD 30-Sep-2009

house Value ($m)

Deal count





5 SBI Holdings 101 2

6 Nippon mirai Capital 80 1

7 Integral Corporation 78 1

8 Lone Star Funds 60 1

9 olympus Capital Holdings Asia 58 1

10 Daiwa SmBC Capital 18 1Source: mergermarket

VoLUme

the private equity buyout activity tables by value and volume are based on private equity firms advising the bidder on buyout deals where the dominant geography of the target company is Japan. the tables by value and volume have been run from 01 January to 30 September 2009 and exclude lapsed and withdrawn deals.

YTD 30-Sep-2009

house Value ($m)

Deal count



3 SBI Holdings 101 2



6 Nippon mirai Capital 80 1

7 Integral 78 1

8 Lone Star Funds 60 1

9 olympus Capital Holdings Asia 58 1

10 Daiwa SmBC Capital 18 1Source: mergermarket

AcTIVITY TABLE OF PRIVATE EquITY FIRMS ON JAPANESE BuYOuTS

VALUe

YTD 30-Sep-2009

house Value ($m)

Deal count




4= Deutsche Beteiligungs 242 1

4= Quadriga Capital Services 242 1

6 gimv 221 1


8 macquarie group 34 1

9 Daiwa SmBC Capital 21 1

10= Ant Capital Partners 5 1

10= Japan Private equity 5 1

6= Sued Private equity - 1

6= Summerhill Venture Partners - 1Source: mergermarket

VoLUme

the private equity exit activity tables by value and volume are based on private equity firms advising the vendor on exit deals where the dominant geography of the target company is Japan. the tables by value and volume have been run from 01 January to 30 September 2009 and exclude lapsed and withdrawn deals.

YTD 30-Sep-2009

house Value ($m)

Deal count




4= Deutsche Beteiligungs 242 1

4= Quadriga Capital Services 242 1

6 gimv 221 1



9 Daiwa SmBC Capital 21 1

10= Ant Capital Partners 5 1

10= Japan Private equity 5 1

6= Sued Private equity - 1

6= Summerhill Venture Partners - 1Source: mergermarket

AcTIVITY TABLE OF PRIVATE EquITY FIRMS ON JAPENESE ExITS


JAPAN

treND grAPHS

JAPAN M&A quARTERLY TREND

VALUe VoLUme


0

5,000

10,000

15,000

20,000

25,000

30,000

35,000

40,000

Q309*

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

num

ber

of d

eals

JAPAN M&A quARTERLY PRIVATE EquITY TREND

VALUe VoLUme

0

1,000

2,000

3,000

4,000

5,000

6,000

7,000

8,000

9,000

Q309*

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

valu

e ($

m)

Japanese buyouts

Japanese exits

0

5

10

15

20

Q309*

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

num

ber

of d

eals

Japanese buyouts

Japanese exits

0

20

40

60

80

100

120

140

160

Q309*

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

num

ber

of d

eals


JAPAN

treND grAPHS

JAPAN M&A ANNuAL TRENDS

VALUe VoLUme

0

20

40

60

80

100

120

YTD 2009*20082007200620052004

All Japanese M&A

Japanese buyouts

Japanese exits

valu

e ($

bn)

0

100

200

300

400

500

YTD 2009*20082007200620052004

num

ber

of d

eals

All Japanese M&A

Japanese buyouts

Japanese exits

JAPAN M&A SEcTOR BREAkDOwN YTD 2009

VALUe VoLUme


TMT

Business Services

Consumer

Financial Services

Transport

Construction


Real Estate

Leisure


10.5%

9.3%

9.9%

0.3%

5.8%

51.1%

2.6%

0.7%

2.9% 3.9%2.8%


TMT

Business Services

Consumer

Financial Services

Transport

Construction


Real Estate

Leisure


20.5%

16.3%

13.8%

1.3%

15.5%

12.1%

5.4%

5.4%

3.8%

2.1%

3.3%


JAPAN

mID-mArket DeALS

TOP 10 JAPANESE ANNOuNcED MID MARkET DEALS FOR YTD 30 SEPTEMBER 2009($10m to $250m)





Seller company

Deal value ($m)

27-mar-09 C Chelsea Japan Co Ltd (30% stake)

Business Services

Nomura Holdings mitsubishi estate Co Ltd

mitsubishi UFJ Securities

mori Hamada & matsumoto

Sojitz Corporation

245

27-Jan-09 C Nippon milk Community Co Ltd

Consumer mizuho Financial group; PricewaterhouseCoopers

Snow Brand milk Products Co Ltd

Daiwa Securities group; mizuho Financial group

Baker & mckenzie

Norichukin Bank; Zen-noh; and Zenrakuren

245

27-mar-09 C kishu Paper Co Ltd


ernst & Young Allen & overy Hokuetsu Paper mills Ltd

Credit Suisse

240

21-may-09 C Fujitsu Business Systems Ltd (47.45% stake)

tmt Citigroup Fujitsu Limited mizuho Financial group

230

13-Feb-09 C eBank Corporation (46.4% stake)

Financial Services

rakuten Inc Daiwa Securities group

Nishimura & Asahi

218

2-Sep-09 P Joyful Honda Co Ltd (33.4% stake)

Consumer marunouchi Capital Co Ltd

mitsubishi UFJ Securities

216

17-Jul-09 C Nosan Corporation (47.26% stake)

Pharma, medical & Biotech

PricewaterhouseCoopers matsuo & kosugi

mitsubishi Corporation

Citigroup Nagashima ohno & tsunematsu

214

20-may-09 P tokyo tekko Co Ltd


Daiwa Securities group; SmBC Capital

Anderson mori & tomotsune

kyoei Steel Limited

Nomura Holdings

Nishimura & Asahi

212

13-mar-09 kansai Urban Banking Corporation (14.14% stake)

Financial Services

Sumitomo mitsui Banking Corporation

Anderson mori & tomotsune

204

1-Jul-09 P NikkoCiti trust and Banking Corporation

Financial Services

Citigroup Nagashima ohno & tsunematsu

the Nomura trust and Banking Co Ltd

Deloitte; Nomura Holdings

Citigroup International LLC; and Nikko Citi Holdings Inc

196



JAPAN

JAPANESE M&A quARTERLY MID-MARkET TREND

VALUe VoLUme

0

1,000

2,000

3,000

4,000

5,000

Q309*

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

valu

e ($

m)

0

10

20

30

40

50

60

70

80

Q309*

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

num

ner

of d

eals


mID-mArket DeALS


JAPAN


YTD 30-Sep-2009

house Value ($m)

Deal count

Value:







7 gCA Savvian 709 11

8 kPmg 708 5



Volume:







7 gCA Savvian Corporation 709 11


9 kPmg 708 5

10 Deloitte 556 4Source: mergermarket

the financial adviser league tables by value and volume have been run from 01 January 2009 to 30 September 2009 and exclude lapsed and withdrawn deals. the tables cover all sectors and are based on the geography of either the target, bidderor seller being Japan.

TOP 10 MID-MARkET FINANcIAL ADVISERS – JAPAN($10m to $250m)

YTD 30-Sep-2009

house Value ($m)

Deal count

Value:






6 morrison & Foerster 897 9

7 tmI Associates 552 9

8 Davis Polk & Wardwell 487 4

9 Linklaters 453 4

10 Shearman & Sterling 444 3

Volume:





5 morrison & Foerster 897 9

6 tmI Associates 552 9


8 Davis Polk & Wardwell 487 4

9 Linklaters 453 4

10 Jones Day 348 4Source: mergermarket

the legal adviser league tables by value and volume have been run from 01 January2009 to 30 September 2009 and include lapsed and withdrawn deals. the tables cover allsectors and are based on the geography of either the target, bidder or seller being Japan

TOP 10 MID-MARkET LEGAL ADVISERS – JAPAN($10m to $250m)


AUSTRALIAA meRgeRmARkeT m&A RepoRT on

AUSTRALIA

Resurge in Australian M&A at the end of Q3• After an extremely slow start to the quarter, the

Australian m&A market started to regain momentum in August. And with September bringing in $9.3bn worth of announced m&A transactions, Q3 ended up with 77 deals with a total value of $16.2bn, making it the best quarter seen both in terms of value and volume since the collapse of US investment bank Lehman Brothers a year ago. And for a change, the Australian energy and mining sector did not dominate the spotlight. The $5.8bn takeover of eircom Holdings by Singapore Technologies Telemedia and the $1.5bn acquisition by the Australia and new Zealand Banking group of the remaining 51% stakes in it’s Australian and new Zealand joint ventures with Ing group brought the TmT and Financial Services sectors to the forefront of market activity. nonetheless, the energy, mining & Utilities sector still generated the highest number of deals in September. Furthermore, over the year to date, the sector has accounted for around a third of total deal values and volumes.

• The impact of private equity buyouts on the Australian m&A market has been fairly insignificant so far in 2009, with only ten smaller acquisitions and nine exits coming to market this year to date. The month of September did, however, see a couple of new buyouts, namely the $41m guinness peat group-backed buyout of mmC Contrarian and the secondary buyout of a 60% stake in monash IVF by Ironbridge Capital for an undisclosed sum. The monash IVF transaction saw AAC Capital partners exit its holding originally acquired in a $172m management buyout in December 2007, and the deal constituted one of three private equity exits in September. The other two deals included the sale by Resource Capital Funds of its holding in Australian Solomons gold to Allied gold and the sale by netsus of its 50% stake in ReachLocal Australia to ReachLocal Inc, the US-based provider of online advertising solutions backed by private equity firms galleon group, Rho Capital partners and Vantagepoint Venture partners.

Is Rio Tinto having second thoughts over Western Australian iron ore Joint Venture with BHP?• Speculation has recently emerged over whether Rio

Tinto, the Anglo Australian-listed miner, may be having second thoughts on its planned $100bn+ Australian iron ore joint venture with BHp Billiton. There are concerns in the market that Rio may be giving up too much value in the deal and that the mega miner may no longer need the joint venture, with its Alcan operations in Canada providing very pleasing new results. However, so far there have not been any obvious signs from either party that the joint venture is not a priority.

• In other news, BHp Billiton has confirmed that it is looking at four to five acquisition targets which could result in the inking of deal agreements within 12 months. The opportunities are said to be either big mining or oil and gas companies, or assets in those markets, with a view to expand within the iron ore, copper, coking coal, petroleum and potash fields. BHp currently has $10bn available in the fiscal year for developing and expanding both new and existing projects, and an undisclosed sum for buys. The company has substantial cash reserves and low debt, providing strong borrowing power to fund acquisitions. Analysts have identified US-based Freeport mcmoran Copper & gold as a possible target based on its copper assets and gold business, while other potential targets include potash Corporation of Saskatchewan due to the growing market for fertilizer as well as Anglo American and Xstrata.


AUSTRALIA

AUSTRALIA

The end of Telstra as we know it?• on 15 September, the Australian Federal government

proposed an extensive regulatory reform package for the country’s telecommunications industry, which will result in a wide range of potential changes for industry leader Telstra. Under the reform, Telstra must demerge its network and retail arms into separate entities, migrate traffic to the government’s A$37bn national broadband network (nBn) or simply put the network assets into nBn. It is understood that creating a separate company with common shareholders will probably not satisfy the government’s demands for structural separation, as the government prefers Telstra to hive off its wholesale assets into the nBn and become a retail company. As part of the restructuring, the government is expected to allow Telstra to keep its 50% stake in Foxtel, provided that it complies with its demands.

• macquarie is understood to be advising Telstra on the landmark structural separation, while mckinsey and kpmg are advising the government on the implementation study of the nBn. The talks between Telstra, the government, and nBn representatives must be finalised by the end of november.

• Both institutional and retail investors have raised concerns over the plan, characterizing the government move as a way to “appropriate” Telstra’s assets at an inferior valuation. Investors have also questioned whether the government’s actions could be unconstitutional as there are uncertainty about the government’s right to impose legislation forcing a listed company to split. Several rating agencies have also stated that the proposed reforms could put pressure on Telstra’s long-term credit profile.

• meanwhile, the Australian Telecommunications Users group (ATUg) has given its support to the government plan to split up Telstra, as the ATUg believes this will be the best option to ensure rival telecom retailers are given equivalent pricing to access Telstra’s wholesale network.


AUSTRALIA

DeAL oF THe monTH

Target: eircom Holdings Limited Announced: 14 September 2009

Bidder: Singapore Technologies Telemedia pte Ltd Deal value: $5,768m

Seller: Deal nature: Recommended

• Singapore Technologies Telemedia (STT), the private information communications investment company, through its subsidiary emerald Communications (Cayman) SpC, has agreed to merge with eircom Holdings Ltd, the Australian listed telecommunications investment holding company, in a transaction valued at $5.768bn. The transaction will be conducted via a Scheme of Arrangement.

TeRMS• The offer represents an implied term of A$1.335 in cash,

comprising of A$0.9335 in terms of eircom Holdings’ capital return, and A$0.4 in cash provided by emerald Communications per eircom Holdings Ltd share.

• The offer values the entire share capital at $193m, and represents a premium of 6.4% over the closing price of A$1.255 on 11 September 2009, the last trading day prior to the announcement, and a premium of 11% over the closing price of A$1.2 on 26 June 2009 when the non-binding change of control proposal was first announced.

elecTIVeS• eircom Holdings shareholders can elect for a share

alternative, which consists of A$0.9335 capital return plus one share in emerald Communications.

• eircom Holdings shareholders can also elect for a cash and share alterative, which consists of A$0.9335 capital return plus a currently undisclosed share and cash ratio.

• The share elective is capped at 25% of eircom Holdings’ share capital. no share elective will be available if less than 10% of eRC shareholders elect for that alternative.

• The maximum cash consideration is A$224m.

BReAk FeeS• A$4m will be payable to emerald Communications by

eircom Holdings should the directors of eircom Holdings withdraw their recommendations or a third party gain a 50% stake in eircom Holdings.

SuBSTAnTIAl SHAReHolDeRS• och-Ziff Capital management currently holds a 10.4%

stake in eircom Holdings Ltd, while CCAsia Absolute Return master Fund and Babcock & Brown hold 10.09% and 6.2%, respectively.

• eircom Holdings Ltd holds a 57.1% stake in eircom group Ltd, the Irish telecom company, while its employee Share ownership Trust (eSoT) holds a 35% stake.

BAckgRounD & RATIonAle• The transaction will provide STT with access to the

telecommunications industry in Ireland.

• on 26 June 2009, eircom Holdings announced that it received a non-binding change of control proposal from Singapore Technologies Telemedia.

• on 31 July 2009, eircom Holdings announced a capital return of A$0.8 per share in cash.

• on 6 August 2009, eircom Holdings announced that the proposal will be conducted via a scheme and that the consideration would consist of a capital return of A$0.8 and A$0.4 in cash per share.


AUSTRALIA

conDITIonS• Approval from the european Commission (eU)

• Approval from the Federal Communications Commission in the US

• Approval from the Fair Trade Commission in the US under Hart-Scott Rodino Act.

• Approval from the Irish Revenue Commissioner in relation to eSoT participation in the scheme.

• Approval of shareholders of eircom Holdings Ltd at the scheme meeting.

• Approval of shareholders of eircom Holdings at the egm regarding capital return.

• Approval from eSoT beneficiaries of scheme to exchange stake in eircom group for stake in emerald Communications.

• no solicitation nor due diligence from any competing party.

• Several conditions related to the financial and operative performance of eircom group, including new legal proceedings or potential damages

exit multiples - Y/e 30/06/2009 Premium analysis

Multiples Value ($m) offer price per share ($) 1.15

Revenue 1.9 x 3,091.9 1 day before 6.37%

eBITDA - -417.87 1 month before 14.1%

eBIT - -1,047.96 1 day after 2.69%

earnings - -1,489.42 Pre-rumour 28.4%


16-Sep-09 eircom Holdings has seen positive feedback from shareholders since revealing STT bid in June; deal may hinge on major shareholders

Advisers


Financial Rothschild (advising eSoT)UBS Investment Bankmerrion Capital group (advising eSoT)

Financial macquarie group

legal Ashurst (advising eSoT)Arthur CoxLinklatersgilbert + Tobin

legal mallesons Stephen Jaquesmatheson ormsby prentice

PR PR


AUSTRALIA

DeAL oF THe monTH

Timetable and expected events

Regulatory Date completed notes

eC From company; 25/35 trading days for phase 1 decision, further 90/105 trading days if referred to phase 2. If eC approval is not required, clearances from competition authority in Ireland (30 calendar days for decision, extendable to 2 months)

HSR dealReporter estimate, refers to approval from the Fair Trade Commission in USA / Department of Justice, 15 calendar days for phase 1, further 15 calendar days following compliance with the request for additional information

IRC Refers to Irish Revenue Commissioner and the approval of eSoT's participation in the scheme.

FCC (US) Refers to Federal Communications Commission in the US, and its approval for the scheme.

offer timetable Date completed notes

SoA doc issued expected in november, from company. publication of Scheme of Arrangement Booklet registered with Australian Securities & Investments Commission and filed with the Australian Securities exchange

Scheme meeting expected December, from company. Approval of the scheme with minimum 75% votes required.

Court approval Refers to sanction of proposed Scheme of Arrangement by Supreme Court.

effective date expected late December, dealReporter estimate refers to implementation of the Scheme, normally next trading day from Court approval.

Settlement date Refers to date normally 1 month after effective date at the latest (as stipulated for Australian public offers)

end date Refers to last day for all conditions to be satisfied.

end Date 31 march 2010, from company. Refers to the last day to have conditions fulfilled, or otherwise the Scheme will be terminated

company events Date completed notes

eircom egm 15-Sept-09 Y approved, refers to approval of capital return of A$0.8 by eircom (minimum 75% votes required); approved

eircom ex-div 17-Sept-09 Y Refers to capital return of A$0.8 per share

eSoT meeting Refers to approval of employee Share ownership Trust's participation in the scheme, specifically, exchange of its 35% stake in eircom for a 35% stake in emerald Communications

eircom ex-rights Refers to the last day to purchase eircom Holdings shares to be eligible to vote at the Scheme meeting. Refers to ex-right date 4 trading days prior to record date and record date 2 trading days prior to Scheme meeting

eircom Annual Report 2009

expected late october 2009, refers to year end 30 June 2009


AUSTRALIA

ToP 15 AuSTRAlIAn AnnounceD DeAlS FoR YTD 30 SePTeMBeR 2009Announced Status Target company Sector Bidder company Seller company exit multiples (x) Bid premia


($m)Revenue eBITDA P/e

12-Feb-09 L Rio Tinto (stakes in nine mining assets)


Aluminum Corporation of China

Rio Tinto plc - 11,838

14-Sep-09 p eircom Holdings Limited

TmT Singapore Technologies Telemedia pte Ltd

1.9 (loss) (loss) 6.4% 5,768

11-may-09 C Lion nathan Limited (53.87% stake)

Consumer kirin Holdings Company Limited

3.7 13.3 23.0 4.9% 4,009

13-Aug-09 p Felix Resources Limited


Yanzhou Coal mining Company Ltd

4.2 7.8 13.0 0.3% 2,564

16-Feb-09 L oZ minerals Limited energy, mining & Utilities

China minmetals Corporation

2.9 10.4 (loss) - 2,393

19-may-09 L ABB grain Ltd Business Services

Viterra Inc 1.0 14.3 29.1 7.4% 1,695

15-Jun-09 C Cemex Australia pty Ltd

Construction Holcim Limited Cemex SA de CV

1.1 6.5 - 1,606

25-Sep-09 p Ing Australia Limited (51% stake); and Ing new Zealand Limited (51% stake)

Financial Services

Australia and new Zealand Banking group Limited

Ing group nV n/a n/a 12.1 - 1,526

26-Aug-09 p Sino gold mining Limited (80.2% stake)


eldorado gold Corporation

13.3 45.5 (loss) 21.9% 1,496

14-Apr-09 C oZ minerals (certain assets excluding prominent Hill and martabe)


China minmetals non-Ferrous metals Co Ltd

oZ minerals Limited

- 1,386

27-Jan-09 C Boddington gold mine Joint Venture (33.33% stake)


newmont mining Corporation

Anglogold Ashanti Limited

- 990

12-mar-09 C Schweppes Holdings pty Ltd

Consumer Asahi Breweries Ltd Cadbury plc 0.7 7.1 - 776

22-Jun-09 C Aviva Australia (wealth management business)

Financial Services

national Australia Bank Limited

Aviva Australia n/a n/a - 727

28-Sep-09 p Lend Lease primelife group (56.8% stake)

pharma, medical & Biotech

Lend Lease Corporation Limited

4.4 (loss) (loss) 26.5% 654

9-Feb-09 C pure energy Resources Limited


Bg group plc (loss) (loss) 56.2% 618


Top DeALS


AUSTRALIA

Top DeALS

ToP 5 AuSTRAlIAn AnnounceD DeAlS oF THe MonTH (SePTeMBeR 2009)Announced Status Target company Sector Bidder company Seller company exit multiples (x) Bid premia


($m)Revenue eBITDA P/e

14-Sep-09 p eircom Holdings Limited

TmT Singapore Technologies Telemedia pte Ltd

1.9 (loss) (loss) 6.4% 5,768

25-Sep-09 p Ing Australia Limited (51% stake); and Ing new Zealand Limited (51% stake)

Financial Services

Australia and new Zealand Banking group Limited

Ing group nV n/a n/a 12.1 - 1,526

28-Sep-09 p Lend Lease primelife group (56.8% stake)


Lend Lease Corporation Limited

4.4 (loss) (loss) 26.5% 654

30-Sep-09 C elders Insurance Agencies pty Ltd (75% stake); and elders Insurance Ltd

Financial Services


elders Limited n/a n/a - 236

23-Sep-09 p mount gibson Iron Limited (14.34% stake)


Fushan International energy group Limited

Shougang Concord International enterprises Company Limited

2.9 4.1 27.0 1.1% 153



AUSTRALIA

eXpeCTeD DeALS



Seller company Market cap/ est.

value ($m)

comments

expected deal BHp Billiton's and Rio Tinto's Western Australian iron ore assets


Rio Tinto / BHp Billiton joint venture

goldman Sachs (S); gresham Advisory partners (S); morgan Stanley (S)

BHp Billiton Ltd; and Rio Tinto Limited

58,000 BHp and Rio Tinto have signed a non-binding agreement to combine their Western Australian iron ore assets into a 50:50 joint venture. In order to equalise the contribution value of the two companies, BHp Billiton will pay $5.8bn for equity type interests to take its interest in the JV from 45% to 50%.

Rumoured Takeover Target

Suncorp-metway Ltd

Financial Services

Westpac; national Australia Bank; Australia and new Zealand Banking group; Commonwealth Bank; J.C Flowers & Co; and QBe

Lazard (T) 8,500 Suncorp-metway is expected to evaluate a potential break-up of operations after completing a $2.5bn debt raising and undertaking certain structural changes that will ease a potential demerger of the banking, insurance, and wealth management operations. The company is currently believed to be trading on the potential for a break-up as opposed to the company's fundamentals.


Toll Holdings Limited

Transport 4,500 Toll Holdings Ltd, the Australian listed transportation group has been rumoured to be in merger talks with Brambles Ltd, however, both parties have downplayed the deal opportunity following the market speculation.

expected deal nufarm Limited Industrials & Chemicals

Sinochem International Corporation

Royal Bank of Scotland group (B); UBS Investment Bank (T)

2,400 Sinochem Corporation, the Chinese state-owned agriculture and chemical company, has signed a letter of intent to acquire nufarm Ltd, its Australian counterpart via an all-cash scheme of arrangement. The offer of A$13 per nufarm share in cash values the entire share capital at $2.4bn.


oZ minerals Limited


Anglo American plc

2,700 Anglo American is rumoured to be interested in acquiring oZ minerals now that the company is debt free and has $575 in cash.


Arrow energy Limited

energy Royal Dutch Shell plc; and petroChina Company Limited

2,500 Arrow energy Ltd, the Australian energy group, was thought to have received bid from Royal Dutch Shell, but at an insufficient offer price. The company has downplayed the take over speculation, but still remains a viable takeover target. meanwhile, Arrow energy has increased its stake in the Braemar 2 power Station by 24.9%.


Atlas Iron Limited energy, mining & Utilities

Unnamed Chinese steel group

500 Atlas Iron, the Australia-listed group, is rumoured to be the target of a Chinese steel group.

expected deal energy Developments


Unnamed international private equity firm

400 energy Developments, the Australian-listed renewable energy group, is thought to be speaking with an unnamed international private equity firm about a takeover bid. energy Developments have finished its takeover talks with Archer Capital, and might also be in late-stage talks with a Uk-based firm regarding the purchase of energy Developments' Uk and French assets.


PIPelIne oF AuSTRAlIAn exPecTeD DeAlS


AUSTRALIA

LeAgUe TABLeS

VALUeYTD


($m)Deal count




4 Jpmorgan 7,537 6

5 Caliburn partnership 6,144 7


7 Citigroup 4,947 5


9 Deloitte 3,679 17


11 merrion Capital group 3,393 1

12 grant Samuel 2,595 6

13 Wilson HTm Corporate Finance 2,592 2

14 Royal Bank of Scotland group 2,461 8

15 gresham Advisory partners 2,287 15Source: mergermarket

VoLUme

The financial adviser league tables by value and volume have been run from 01 January 2009 to 30 September 2009 and exclude lapsed and withdrawn deals. The tables cover all sectors andare based on the geography of either the target, bidder or seller being Australia

YTD 30-Sep-2009

House Value ($m)

Deal count


2 Deloitte 3,679 17


4 gresham Advisory partners 2,287 15






10 Caliburn partnership pty 6,144 7

11 Jpmorgan 7,537 6

12 grant Samuel 2,595 6



15 BDo Corporate Finance 38 5Source: mergermarket

ToP 15 FInAncIAl ADVISeRS

VALUeYTD


($m)Deal count




4 Johnson Winter & Slattery 13,591 3





9= Chiomenti Studio Legale 11,838 1

9= Commerce and Finance Law offices 11,838 1


9= Simpson Thacher & Bartlett 11,838 1

13 gilbert + Tobin 8,558 11

14= Arthur Cox 5,768 1

14= matheson ormsby prentice 5,768 1Source: mergermarket

VoLUme

The legal adviser league tables by value and volume have been run from 01 January 2009 to 30 September 2009 and include lapsed and withdrawn deals. The tables cover all sectors andare based on the geography of either the target, bidder or seller being Australia

YTD 30-Sep-2009

House Value ($m)

Deal count




4 Clayton Utz 4,225 26

5 minter ellison 1,208 23


7 Deacons 666 15


9 gilbert + Tobin 8,558 11

10 Corrs Chambers Westgarth 4,543 10

11 Steinepreis paganin 897 8


13 DLA piper 788 7

14 mcCullough Robertson 653 5

15 Clifford Chance 12,202 4Source: mergermarket

ToP 15 legAl ADVISeRS


AUSTRALIA

VALUe

YTD 30-Sep-2009

House Value ($m)

Deal count

1 Terra Firma Capital partners 278 1

2 Advent private Capital 59 1

3 CHAmp private equity 57 1

4 guinness peat group 41 1

5 Ironbridge Capital 15 2

6= Anacacia Capital - 1

6= Bravia Capital partners - 1Source: mergermarket

VoLUme

The private equity buyout activity tables by value and volume are based on private equity firms advising the bidder on buyout deals where the dominant geography of the target company is Australia The tables by value and volume have been run from 01 January 2009 to 30 September 2009 and exclude lapsed and withdrawn deals

YTD 30-Sep-2009

House Value ($m)

Deal count

1 Ironbridge Capital 15 2

2 Terra Firma Capital partners 278 1

3 Advent private Capital 59 1

4 CHAmp private equity 57 1

5 guinness peat group 41 1

6= Anacacia Capital - 1

6= Bravia Capital partners - 1Source: mergermarket

AcTIVITY TABle oF PRIVATe eQuITY FIRMS on AuSTRAlIAn BuYouTS

VALUe

YTD 30-Sep-2009

House Value ($m)

Deal count

1 Harbinger Capital partners 408 1

2= Catalyst Investment managers 71 1

2= CHAmp private equity 71 1

4 Resource Capital Funds 43 1


6 netus 20 1

7= Hastings private equity - 1

7= Investec Wentworth private equity - 1

7= Ironbridge Capital - 1Source: mergermarket

VoLUme

The private equity exit activity tables by value and volume are based on private equity firms advising the vendor on exit deals where the dominant geography of the target company is AustraliaThe tables by value and volume have been run from 01 January 2009 to 30 September 2009 and exclude lapsed and withdrawn deals

YTD 30-Sep-2009

House Value ($m)

Deal count

1 Harbinger Capital partners 408 1

2= Catalyst Investment managers 71 1

2= CHAmp private equity 71 1

4 Resource Capital Funds 43 1


6 netus 20 1

7= Hastings private equity - 1

7= Investec Wentworth private equity - 1

7= Ironbridge Capital - 1Source: mergermarket

AcTIVITY TABle oF PRIVATe eQuITY FIRMS on AuSTRAlIAn exITS


AUSTRALIA

TRenD gRApHS

AuSTRAlIAn M&A QuARTeRlY TRenD

VALUe VoLUme


0

5,000

10,000

15,000

20,000

25,000

30,000

35,000

40,000

45,000

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

valu

e ($

m)

AuSTRAlIAn M&A QuARTeRlY PRIVATe eQuITY TRenD

VALUe VoLUme

0

3,000

6,000

9,000

12,000

15,000

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q4 04

Q304

Q204

Q104

valu

e ($

m)

Australian buyouts

Australian exits

0

5

10

15

20

25

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

num

ber

of d

eals

Australian buyouts

Australian exits

0

20

40

60

80

100

120

140

160

180

Q3 09

Q209

Q109

Q4 08

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q4 05

Q3 05

Q2 05

Q105

Q404

Q304

Q204

Q104

volu

me

of d

eals


AUSTRALIA

TRenD gRApHS

AuSTRAlIAn M&A AnnuAl TRenDS

VALUe VoLUme

0

20

40

60

80

100

YTD 2009*20082007200620052004

All Australian M&A

Australian buyouts

Australian exits

valu

e ($

bn)

0

100

200

300

400

500

600

YTD 2009*20082007200620052004

All Australian M&A

Australian buyouts

Australian exits

num

ber

of d

eals

AuSTRAlIAn M&A SecToR BReAkDoWn YTD 2009

VALUe VoLUme


Business Services

Consumer

Financial Services


TMT


Leisure

Transportation

Construction

Agriculture

Real Estate16.1%

6.6%

35.6%

2.8%

0.8% 4.8%0.9%

0.6%1.2%

3.5%

9.2%

17.8%

15.4%

31.3%5.6%

5.1%

2.1% 1.5% 1%1.5%

11.8%

10.3%

8.2%

6.2%


Business Services

Consumer

Financial Services


TMT


Leisure

Transportation

Construction

Agriculture

Real Estate


AUSTRALIA

mID-mARkeT DeALS

ToP 10 AuSTRAlIAn AnnounceD MID MARkeT DeAlS FoR YTD 2009($10m To $250m)






13-Feb-09 L HeartWare International Inc


Jpmorgan Blake Dawson; Hogan & Hartson; Shearman & Sterling Advising seller: proskauer Rose Advising Jpmorgan: Cravath Swaine & moore

Thoratec Corporation

Bank of America merrill Lynch

Corrs Chambers Westgarth; Latham & Watkins

Apple Tree partners

248

28-Aug-09 p Aquila Resources Limited (15% stake)


Sigiriya Capital mallesons Stephen Jaques

Baoshan Iron & Steel Co Ltd

Deutsche Bank

Corrs Chambers Westgarth

241

30-Sep-09 C elders Insurance Agencies pty Ltd (75% stake); and elders Insurance Ltd

Financial Services

Advising seller: Caliburn partnership

Advising seller:Freehills


elders Limited

236

27-may-09 p exxonmobil (302 mobil service station sites)

Consumer Advising seller: Blake Dawson

Caltex Australia Limited

Caliburn partnership

Freehills mobil oil Australia pty Ltd

233

1-may-09 L Lynas Corporation Limited (51.66% stake)


Deacons China nonferrous metal mining (group) Co Ltd

Baker & mckenzie

215

26-may-09 C pan Australian Resources (19.9% stake)


Rothschild mallesons Stephen Jaques; mcCullough Robertson

guangdong Rising Assets management Co Ltd

China International Capital; gresham Advisory partners

Baker & mckenzie

142

26-Aug-09 C mirvac group (6.13% stake)

Financial Services


Deutsche Securities Australia Limited

nakheel pJSC

166

23-Sep-09 p mount gibson Iron Limited (14.34% stake)


Fushan International energy group Limited

Bank of China International Holdings; Deutsche Bank

mallesons Stephen Jaques; Sidley Austin

Shougang Concord International enterprises Company Limited

153

2-mar-09 C kAZ group Limited

TmT Advising seller: Credit Suisse


Fujitsu Limited macquarie group

DLA piper Telstra Corporation Limited

126

2-Jul-09 C eastern Star gas Ltd (19.9% stake)


Advising seller: m&A International

Advising seller: Addisons Lawyers

Santos Ltd Deutsche Bank

Freehills Hillgrove Resources Limited

121

Advising seller Addisons Lawyers


AUSTRALIA

AuSTRAlIAn M&A QuARTeRlY MID-MARkeT TRenD

VALUe VoLUme

0

1,000

2,000

3,000

4,000

5,000

6,000

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

valu

e ($

m)

0

20

40

60

80

100

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

num

ber

of d

eals


mID-mARkeT DeALS


AUSTRALIA

mID-mARkeT LeAgUe TABLeS

YTD 30-Sep-2009

House Value ($m)

Deal count

Value:


2 Caliburn partnership 749 5

3 gresham Advisory partners 710 10


5 Rothschild 350 4




9 Sigiriya Capital 241 1

10 Deloitte 219 6

Volume:

1 gresham Advisory partners 710 10




5 Deloitte 219 6

6 Caliburn partnership 749 5

7 Royal Bank of Scotland group 201 5

8 Rothschild 350 4


10 Credit Suisse 241 3Source: mergermarket

The financial adviser league tables by value and volume have been run from 01 January2009 to 30 September 2009 and exclude lapsed and withdrawn deals. The tables cover allsectors and are based on the geography of either the target, bidder or seller being Australia

ToP 10 MID-MARkeT FInAncIAl ADVISeRS – AuSTRAlIA($10m To $250m)

YTD 30-Sep-2009

House Value ($m)

Deal count

Value:




4 Baker & mckenzie 727 9

5 Corrs Chambers Westgarth 611 5


7 Hogan & Hartson 446 2



10 Deacons 322 8

Volume:







7 Deacons 322 8


9 gilbert + Tobin 247 6

10 Corrs Chambers Westgarth 611 5Source: mergermarket

The legal adviser league tables by value and volume have been run from 01 January2009 to 30 September 2009 and include lapsed and withdrawn deals. The tables cover allsectors and are based on the geography of either the target, bidder or seller being Australia

ToP 10 MID-MARkeT legAl ADVISeRS – AuSTRAlIA($10m To $250m)


EUROPEAN

EUROPEANA mERgERmARkEt m&A REPORt ON

Top 15 EuRopEAn AnnouncEd dEAls foR YTd 30 sEpTEMbER 2009 Announced status Target company sector bidder company seller company Exit multiples (x) bid premia

1-day beforedeal value

(€m)Revenue EbITdA p/E

20-Feb-09 C Endesa SA (25.01% stake)


Enel SpA Acciona SA 2.7 8.5 18.6 76.0% 11,107

23-Feb-09 C nv Nuon Energy, mining & Utilities

Vattenfall AB 1.8 14.4 20.7 - 8,500

12-Jan-09 C Essent NV Energy, mining & Utilities

RWE Ag 7,300

19-Jan-09 C Royal Bank of Scotland group Plc (29.79% stake)

Financial Services

Hm treasury n/a n/a (loss) -8.5% 5,884

31-Jul-09 P grupo Ferrovial SA Construction Cintra Concesiones de Infrastructuras de transporte SA

0.4 2.1 (loss) -21.5% 5,796

28-Sep-09 P Solvay Pharmaceuticals SA


Abbott Laboratories Solvay SA 1.7 7.3 - 4,500

7-mar-09 C Lloyds Banking group Plc (21.60% stake)

Financial Services

Hm treasury n/a n/a 2.9 -8.5% 4,455

12-Feb-09 C Italgas SpA Energy, mining & Utilities

Snam Rete gas SpA ENI SpA 5.4 9.1 13.5 - 4,206

7-Apr-09 C JSC gazprom Neft (20% stake)


OAO gazprom ENI SpA 0.8 3.3 4.6 - 3,089

2-Jun-09 C Hypo Real Estate Holding Ag (81% stake)

Financial Services

SoFFin n/a n/a (loss) 98.7% 2,960

20-Feb-09 P Endesa SA (renewable energy generation assets)


Acciona SA Endesa SA - 2,890

31-mar-09 C Compania Espanola de Petroleos SA (32.50% stake)


International Petroleum Investment Company

Banco Santander SA

0.5 14.3 32.1 4.8% 2,870

30-Jan-09 C metrovacesa SA (65.43% stake)

Real Estate Banco Bilbao Vizcaya Argentaria SA; Banco de Sabadell SA; Banco Espanol de Credito SA; Banco Popular Espanol SA; Caja de Ahorros y monte de Piedad de madrid; and Santander Central Hispano SA

7.1 (loss) (loss) 52.0% 2,601

12-Feb-09 C Stogit SpA Energy, mining & Utilities

Snam Rete gas SpA ENI SpA 8.5 10.9 19.9 - 2,588

11-may-09 P British Energy group Plc (20% stake)


Centrica Plc Electricite de France SA

3.8 15.7 - 2,548



EUROPEAN

tOP dEALS

Top 5 EuRopEAn AnnouncEd dEAls of ThE MonTh (sEpTEMbER 2009)Announced status Target company sector bidder company seller company Exit multiples (x) bid premia

1-day beforedeal value

(€m)Revenue EbITdA p/E

28-Sep-09 P Solvay Pharmaceuticals SA



1-Sep-09 P Skype technologies SA (65% stake)

tmt Andreessen Horowitz; Canada Pension Plan Investment Board; Index Ventures; and Silver Lake Partners

eBay Inc 5.7 - 1,424

25-Sep-09 P Sara Lee (global body care and European detergents businesses)

Consumer Unilever Plc Sara Lee Corporation

1.7 10.0 - 1,275

30-Sep-09 P Invitel Holdings A/S (64.60% stake)

tmt mid Europa Partners LLP tdC A/S 1.9 5.0 (loss) -80.0% 740

18-Sep-09 P Central African mining & Exploration Company Plc


Eurasian Natural Resources Corporation Plc

3.7 (loss) (loss) 9.6% 635



EUROPEAN

LEAgUE tABLES

VALUEYTd

30-sep-2009house Value

(€m)deal count






6 deutsche Bank 52,524 47


8 Lazard 50,679 75


10 greenhill & Co 36,804 8


12 mediobanca 26,164 17


14 Banca ImI/Intesa Sanpaolo 21,618 19

15 Banco Bilbao Vizcaya Argentaria 21,227 7

16 Santander global Banking and markets 18,995 11


18 INg 15,938 35

19 BNP Paribas 15,632 34

20 Perella Weinberg Partners 9,796 2Source: mergermarket

VOLUmE

the financial adviser league tables by value and volume have been run from 01 January 2009 to 30 September 2009 and exclude lapsed and withdrawn deals. the tables cover all sectors and are based on the geography of either the target, bidder or seller being Europe

YTd 30-sep-2009

house Value (€m)

deal count



3 deloitte 8,426 77


5 Lazard 50,679 75

6 kPmg 9,029 72








14 INg 15,938 35


16 Ernst & Young 1,983 33

17 m&A International 1,042 31


19 Close Brothers group 861 29

20 HSBC Bank 7,847 23Source: mergermarket

Top 20 fInAncIAl AdVIsERs

VALUEYTd

30-sep-2009house Value

(€m)deal count

1 Freshfields Bruckhaus deringer 95,080 105






7 Cravath Swaine & moore 45,774 9

8 davis Polk & Wardwell 43,680 10

9 Homburger 35,915 7

10 Wilson Sonsini goodrich & Rosati P.C. 35,128 3

11 Uria menendez 26,062 20

12 Slaughter and may 23,510 42


14 Chiomenti Studio Legale 22,113 24

15 Cuatrecasas, goncalves Pereira 21,778 28

16 Allen & Overy 21,751 93


18 Simpson thacher & Bartlett LLP 20,876 15


20 Herbert Smith/gleiss Lutz/Stibbe 18,112 49Source: mergermarket

VOLUmE

the legal adviser league tables by value and volume have been run from 01 January 2009 to 30 September 2009 and include lapsed and withdrawn deals. the tables cover all sectors and are based on the geography of either the target, bidder or seller being Europe

YTd 30-sep-2009

house Value (€m)

deal count



3 Allen & Overy 21,751 93


5 CmS 9,283 77

6 dLA Piper 5,968 67

7 Jones day 3,996 53

8 Herbert Smith/gleiss Lutz/Stibbe 18,112 49

9 White & Case 3,542 46




13 Lovells 4,886 36


15 Eversheds 1,050 34

16 Ashurst 3,883 33

17 dewey & LeBoeuf 10,397 32

18 Norton Rose 10,094 30

19 Weil gotshal & manges 7,546 29

20 Sullivan & Cromwell 64,536 28Source: mergermarket

Top 20 lEgAl AdVIsERs


EUROPEAN

LEAgUE tABLES

VALUE

YTd 30-sep-2009

house Value (€m)

deal count

1 AXA Private Equity 1,936 4

2 Index Ventures 1,433 2

3= Andreessen Horowitz 1,424 1

3= Silver Lake Partners 1,424 1

5 mid Europa Partners 860 2

6 Charterhouse Capital Partners 654 2

7 Ahorro Corporacion desarrollo 479 2

8 Barclays Private Equity 475 4

9 Espirito Santo Capital 451 1

10 HgCapital 444 4Source: mergermarket

VOLUmE

the private equity buyout activity tables by value and volume are based on private equity firms advising the bidder on buyout deals where the dominant geography of the target company is Europethe tables by value and volume have been run from 01 January 2009 to 30 September 2009 and exclude lapsed and withdrawn deals

YTd 30-sep-2009

house Value (€m)

deal count

1 Lloyds tSB development Capital 297 11

2 AXA Private Equity 1,936 4

3 Barclays Private Equity 475 4

4 HgCapital 444 4

5 Waterland Private Equity Investments 436 4

6 gimv 124 4

7 Foresight group 14 4

8 NPm Capital 0 4

9 Altor Equity Partners 322 3

10 LBO France 320 3Source: mergermarket

AcTIVITY TAblE of pRIVATE EquITY fIRMs on EuRopEAn buYouTs

VALUE

YTd 30-sep-2009

house Value (€m)

deal count

1 Candover Investments 654 2

2 Ripplewood Holdings 582 1

3 Basic Element 494 1

4 HBm BioVentures 433 2

5 AtriA Capital Partenaires 300 1

6 Warburg Pincus 290 1

7 triton Partners 286 1

8 Bancroft Private Equity 250 1

9 CCmP Capital Advisors 250 1

10 Inflexion Private Equity Partners 214 2Source: mergermarket

VOLUmE

the private equity exit activity tables by value and volume are based on private equity firms advising the vendor on exit deals where the dominant geography of the target company is Europethe tables by value and volume have been run from 01 January 2009 to 30 September 2009 and exclude lapsed and withdrawn deals

YTd 30-sep-2009

house Value (€m)

deal count

1 3i group 85 8

2 ARQUES Industries 123 4

3 Innovacom 42 3

4 Siparex Croissance 22 3

5 Argos Soditic - 3



8 Inflexion Private Equity Partners 214 2

9 Holtzbrinck Networxs 208 2

10 HANNOVER Finanz 192 2Source: mergermarket

AcTIVITY TAblE of pRIVATE EquITY fIRMs on EuRopEAn ExITs


EUROPEAN

tRENd gRAPHS

EuRopEAn M&A quARTERlY TREnd

VALUE VOLUmE


0

500,00

100,000

150,000

200,000

250,000

300,000

350,000

400,000

450,000

500,000

Q309*

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q4 04

Q304

Q204

Q104

valu

e (€

m)

0

200

400

600

800

1,000

1,200

1,400

1,600

1,800

Q309*

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

num

ber

of d

eals

EuRopEAn M&A quARTERlY pRIVATE EquITY TREnd

VALUE VOLUmE

0

10,000

20,000

30,000

40,000

50,000

60,000

70,000

80,000

90,000

100,000

Q309*

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

valu

e (€

m)

European buyouts

European exits

0

50

100

150

200

250

300

350

400

Q309*

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

num

ber

of d

eals

European buyouts

European exits


EUROPEAN

tRENd gRAPHS

EuRopEAn M&A AnnuAl TREnds

VALUE VOLUmE

0

200

400

600

800

1,000

1,200

2009 YTD20082007200620052004

All European M&A

European buyouts

European exits

valu

e (€

bn)

0

1,000

2,000

3,000

4,000

5,000

6,000

7,000

2009 YTD20082007200620052004

All European M&A

European buyouts

European exits

num

ber

of d

eals

EuRopEAn M&A sEcToR bREAkdown YTd 2009

VALUE VOLUmE


Consumer

TMT

Business Services

Financial Services



Construction

Leisure

Transportation

Real estate

1.1%0.9%

16.3%

3.1%

5.1%4.6%4.4%

6.3%

2.9%

16.7%

38.6%


Consumer

TMT

Business Services

Financial Services



Construction

Leisure

Transportation

Real estate

Agriculture

Defence

1.2%2%

3.4%4.3%

5.1%

5.6%

8.1%

9.5%

11.5%12.4%

16.8%

0.2%

19.8%


EUROPEAN

tRENd gRAPHS

EuRopEAn M&A dEAl sIzE bREAkdown

VALUE VOLUmE

0

50

100

150

200

250

300

350

400

450

500

550

600

650

700

H22009*

H12009

H22008

H12008

H22007

H12007

H22006

H12006

H22005

H12005

H22004

H12004

> €501m

€251m-€500m

€101m-€250m

€15m-€100m

€5m-€14.9m

valu

e (€

bn)

0

500

1,000

1,500

2,000

2,500

3,000

3,500

H22009*

H12009

H22008

H12008

H22007

H12007

H22006

H12006

H22005

H12005

H22004

H12004

> €501m

€251m-€500m

€101m-€250m

€15m-€100m

€5m-€14.9m

Value not disclosed

num

ber

of d

eals

EuRopEAn M&A gEogRAphIc bREAkdown YTd 2009

VALUE VOLUmE

UK & Ireland

Germany

CEE

Nordic

Benelux

France

Iberia

Italy

Other

SEE

2%

3.3%

8.7% 18%

6.3%

10.6%

3.1%

15.6%3.7%

28.7%

19.4%

12.6%

9.6%

12.5%

11.2%

9.6%

7.9%

7.4%

6.3%3.6%

UK & Ireland

Germany

CEE

Nordic

Benelux

France

Iberia

Italy

Other

SEE


EUROPEAN

TRAnsATlAnTIc dEAls

VALUE VOLUmE

0

20,000

40,000

60,000

80,000

100,000

Q309*

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q3 07

Q2 07

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

Value deals European bidder acq North American target

Value deals Nth American bidder acq European target

Total Transatlantic activity

valu

e (€

m)

0

50

100

150

200

250

Q309*

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

Value deals European bidder acq North American target

Value deals Nth American bidder acq European target

Total Transatlantic activity

num

ber

of d

eals


EUROPEAN

mId-mARkEt dEALS

Top 15 EuRopEAn AnnouncEd MId MARkET dEAls of ThE MonTh (sEpTEMbER 2009)(€10m tO €250m)

Announced status Target company sector Target/seller financial adviser


bidder company bidder financial adviser

bidder legal adviser

seller company deal value (€m)

25-Sep-09 P Just Retirement (Holdings) Plc

Financial Services

deutsche Bank; Fenchurch Advisory Partners

macfarlanes; mayer Brown

Permira Credit Suisse Clifford Chance 249

22-Sep-09 P Alcan Composites


Advising seller: deutsche Bank; Rothschild

Advising seller: Linklaters

Schweiter technologies Ag

Internal Isler klaus & Waldis Rechtsanwaelte

Rio tinto Plc 236

24-Sep-09 P Shell Hellas AE Consumer Advising seller: Credit Suisse

Advising seller: Allen & Overy

motor Oil (Hellas) Corinth Refineries SA

goldman Sachs Stephenson Harwood

Royal dutch Shell Plc

219

1-Sep-09 P Permasteelisa SpA

Construction Investindust- rial SpA

Banca ImI/Intesa Sanpaolo; Credit Suisse

219

25-Sep-09 P goldshield group plc


gleacher Shacklock; Numis Securities

midas Bidco Limited

Ernst & Young 154

18-Sep-09 P goldshield group plc


gleacher Shacklock; Numis Securities

AIt Investments Limited

Rothschild 151

16-Sep-09 P Bristol International Airport Ltd (35.50% stake)

transportation Advising seller: macquarie group

Ontario teachers Pension Plan

macquarie Airports Limited

143

18-Sep-09 P Canary Wharf group Plc (8.45% stake)

Real Estate Songbird Estates Plc

JPmorgan Cazenove; morgan Stanley; Rothschild

Slaughter and may; Weil gotshal & manges

Commerzbank Ag

124

28-Sep-09 P grupo media Capital SgPS (35% stake)

tmt Advising seller: Cortes Abogados

Ongoing Strategy Investments

Banco Espirito Santo de Investimento

Rui Pena, Arnaut & Associados

Promotora de Informaciones SA

122

17-Sep-09 P UBI Assicurazioni SpA (50% stake)

Financial Services

Advising seller: Rothschild

Advising seller: Studio Pedersoli e Associati

BNP Paribas Assurance; and Fortis Insurance NV

BNP Paribas Allen & Overy; Linklaters

Unione di Banche Italiane scpa

120

16-Sep-09 C Veolia Proprete Nettoyage et multiservices SA

Business Services


Advising seller: Cabinet Levine & Associes

groupe tFN Ernst & Young; marceau Finance

Orrick Herrington & Sutcliffe; SJ Berwin

Veolia Proprete SA

120

14-Sep-09 P gioco digitale group SpA

Leisure deutsche Bank kunz Schima Wallentin; Pavia e Ansaldo

bwin Interactive Entertainment Ag

Brandl & talos; Roedl & Partner

115

1-Sep-09 C Cinq sur Cinq SA (62% stake)

Consumer CmS Companie d'Investisse- ments diversifies SA

111

28-Sep-09 P Realty Vailog SpA (73.35% stake)

Construction Shearman & Sterling

Industria e Innovazione

mps Capital Services

Studio Legale Carbonetti

106

14-Sep-09 C ESBAtech Ag Pharma, medical & Biotech

morgan Stanley Homburger Alcon Laboratories Inc

Internal Pestalozzi Lachenal Patry

Biomedinvest Ag; Clarus Ventures; HBm BioVentures Ag; Novartis Venture Funds; SV Life Sciences; and Venture Incubator Partners Ag

103



EUROPEAN

EuRopEAn M&A quARTERlY MId-MARkET TREnd

VALUE VOLUmE

0

5,000

10,000

15,000

20,000

25,000

30,000

35,000

40,000

45,000

Q309*

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q4 04

Q3 04

Q2 04

Q104

valu

e (€

m)

0

100

200

300

400

500

600

700

Q309*

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

num

ber

of d

eals

mId-mARkEt dEALS



EUROPEAN

mId-mARkEt LEAgUE tABLES

YTd 30-sep-2009

house Value (€m)

deal count

Value:

1 JPmorgan 4,398 43

2 Lazard 3,717 35









11 deloitte 1,757 30


13 kPmg 1,328 19



Volume:

1 JPmorgan 4,398 43

2 Lazard 3,717 35



5 deloitte 1,757 30





10 kPmg 1,328 19



13 Ernst & Young 891 15


15 INg 1,082 14Source: mergermarket

the financial adviser league tables by value and volume have been run from 01 January2009 to 30 September 2009 and exclude lapsed and withdrawn deals. the tables cover allsectors and are based on the geography of either the target, bidder or seller being Europe

Top 15 MId-MARkET fInAncIAl AdVIsERs – EuRopE(€10m tO €250m)

YTd 30-sep-2009

house Value (€m)

deal count

Value:







7 CmS 1,479 19


9 White & Case 1,370 16




13 dLA Piper 1,107 22

14 SJ Berwin 1,086 11

15 Wiersholm 1,084 18

Volume:






6 dLA Piper 1,107 22


8 CmS 1,479 19





13 White & Case 1,370 16


15 Latham & Watkins 1,253 14Source: mergermarket

the legal adviser league tables by value and volume have been run from 01 January2009 to 30 September 2009 and include lapsed and withdrawn deals. the tables cover allsectors and are based on the geography of either the target, bidder or seller being Europe

Top 15 MId-MARkET lEgAl AdVIsERs – EuRopE(€10m tO €250m)

UKA mergermArKet m&A report on

UK


Kraft triggers bidding war over Cadbury • Kraft announced in September a £10.2bn bid for Cadbury.

the offer consists of 300 pence in cash and 0.2589 new Kraft Foods shares per Cadbury share. the offer values each Cadbury share at 745 pence and the entire issued share capital of Cadbury at £10.2bn. If the transaction went through it would create an entity with revenues of around £31.5bn.

• the Board of Cadbury has rejected the offer and believes that the proposal fundamentally undervalues the group, and its prospects. the board is confident in Cadbury’s standalone strategy and growth prospects as a result of its strong brands, unique category and geographic scope, as well as the continued successful delivery of its Vision into Action plan.

• the offer has triggered speculations that other companies might offer counter bids for Cadbury. rumour has it that listed Swiss food giant nestlé is teaming up with US-listed Hershey for a potential joint offer. mars and pepsi have also been named as possible candidates for a counterbid. Furthermore, Unilever has been named as a potential “white knight” in the chase for Cadbury.

• Cadbury is being advised by goldman Sachs, UBS and morgan Stanley on the approach from US rival Kraft Foods. Kraft has appointed Lazard, Centerview partners, Citigroup and Deutsche Bank as financial advisers; Clifford Chance is the leading legal adviser, and Cravath, Swaine & moore; gibson, Dunn & Crutcher and Arnold & porter are also providing legal advice to Kraft. Hershey has hired the investment bank Jpmorgan to advise on a potential counter-bid for Cadbury.

Acquisitions still going forth among football clubs • not long after Sulaiman Al Fahim and his company Al

Fahim Asia Associates Ltd became the sole owner of portsmouth Football Club, acquisitions among english football clubs continues.

• grandtop International Holdings has seen their bid for Birmingham City Football Club become unconditional as to acceptances. on 22 September 2009 grandtop had, under the offer, received valid acceptances in respect of 42,211,337 Birmingham City shares. this represented approximately 51.8% of the current issued

share capital of Birmingham City and approximately 73.9% of the Birmingham City Shares to which the offer relates. grandtop has offered 100 pence for each share of Birmingham City. the implied equity value of the transaction is approximately £81.5m. the offer still remains subject to the approval of grandtop shareholders.

• Liverpool Football Club’s co-owners, george gillett and tom Hicks, have confirmed that they are seeking new investment into the premier League club. they are believed to be looking to middle eastern groups, or private investors, to take a minority holding in the club. the two Americans are currently in negotiations with several prospective investors in an attempt to slash the British club’s £250m debt and bring in capital to fund a new stadium. prince Faisal bin Fahd bin Abdullah al-Saud has reportedly indicated he was prepared to offer between £200m and £350m for a 50% stake. there has also been interest from an unidentified Indian private investor. Hicks and gillett retained Bank of America merrill Lynch and rothschild to evaluate the possibility of new investors injecting equity into the club.

HMV acquiring in the digital world• September also saw HmV group acquiring a 50% equity

stake in 7digital, a leading international digital media company, for £7.7m.

• With the acquisition, HmV will be able to access 7digital’s leading technology and a catalogue of over six million digital music tracks, as well as video entertainment. 7digital’s technology platform will also provide a new and enhanced e-books store, allowing Waterstone’s to strengthen its position for digital books.

• the technology platform of 7digital has been developed over several years and is used across europe and north America, with clients including Spotify and Last.fm.


UK

DeAL oF tHe montH

Target: Central African mining & exploration Company plc Announced: 18 September 2009

Bidder: eurasian natural resources Corporation plc Deal value: €635m

Seller: Deal nature: Domestic, public

eurasian natural resources Corporation plc (enrC), the UK AIm listed diversified natural resources group, has agreed to acquire Central African mining & exploration Company plc (CAmeC), the UK AIm listed Africa focused emerging mining company.

STRUCTURE• the transaction will be conducted via a public offer under

the UK law.

TERMS• CAmeC shareholders will receive gBp 20 in cash per each

share held.

• the offer values the entire share capital of CAmeC at £574m.

• It represents a premium of 9.6% to CAmeC’s closing price of gBp 18.25 per share on 17 September 2009, the last trading price prior to the formal announcement.

• It represents a premium of 66.7% to the closing price of gBp 12 per share on 15 July 2009, the last trading day prior to the announcement by CAmeC that it had received a preliminary approach which may or may not lead to an offer being made.

FINANCING• the cash consideration payable by enrC under the terms

of the offer will be funded from enrC’s existing cash resources.

IRREVOCABLE UNDERTAKING• enrC has received from directors and shareholders, in

aggregate, irrevocable undertakings to accept, or procure the acceptance of, the offer in respect of 642,796,448 CAmeC shares, representing approximately 22.38% of the existing issued share capital of CAmeC. In relation to the irrevocable undertaking given by och-Ziff (0.08%), och-Ziff will be able to withdraw their acceptances if the offer has not become unconditional as to acceptances within 60 days following posting of the offer document.

• the CAmeC directors and shareholders who have given irrevocable undertakings to enrC have additionally agreed therein, inter alia, not to sell, transfer, dispose of or grant security over any of their shareholdings; accept any other offer from any third-party in respect of their shareholdings; and withdraw their acceptance of the offer.

LETTERS OF INTENT• enrC has also secured a letter of intent with och-Ziff

in respect of CAmeC shares in which och-Ziff has an economic interest via swap arrangements with various counterparties which total 116,649,444 CAmeC shares representing approximately 4.06% of the existing issued share capital of CAmeC.

HOLDINGS• on 17 September 2009, enrC entered into off-market

and on-market share purchase agreements which were completed on 18 September 2009. the total number of shares acquired from such CAmeC shareholders is 825,120,595 representing approximately 28.73% of the existing issued share capital of CAmeC.

• the aggregate number of CAmeC shares held by enrC as of 18 September 2009, through a combination of irrevocable undertakings, letters of intent and on- and off-market share acquisitions is 1,584,566,487 representing approximately 55.18%of the existing issued share capital of CAmeC.


UK

DeAL oF tHe montH

BACKGROUND• on 16 July 2009, CAmeC confirmed that it has received

preliminary approaches concerning a possible offer for the entire issued and to be issued share capital of the Company.

• on 16 September 2009, enrC confirmed that it was in advanced discussions with CAmeC regarding a potential offer for CAmeC and if an offer was made for CAmeC, enrC would anticipate that such an offer would be in cash and at a price of gBp 20 per CAmeC share.

CONDITIONS• 90% acceptances

• South African Competition Commission approval

Advisers


Financial renaissance CapitalSeymour pierce

Financial Bmo Capital markets Corp

Legal SALAnS Legal SAshurstHerbert Smith/ gleiss Lutz/ Stibbe

PR FD PR m:Communications

Premium analysis

Offer price per share (€) 0.22

1 day before 9.59%

1 month before 25%

1 day after 2.56%

Pre-rumour 58.63%


UK

DeAL oF tHe montH

Timetable and Expected Events

Regulatory Date Completed Notes

South African Competition Comission approval

reference South African Competition Commission; formally 60/85 trading days for decision from filing: 40/55 trading days for SACC recommendation to tribunal; 10/20 trading days for tribunal hearing; 10 trading days for decision

Offer Timetable

Announcement 18-Sept-09 Y from company

offer period commences expected on or before 09 october 2009; latest 28 calendar days from firm announcement, offer document issued same day

Day 21 min permitted closing date

Day 39 last day for target's statement

Day 46 last day for competing offer or revised offer

Day 60 last day to declare offer unconditional as to acceptances

offer results next trading day from closing date

Day 81 last day to declare offer wholly unconditional

Settlement latest 14 calendar days after closing date

Company Events

enrC 3Q09 12-nov-09 reference 9 month results ending 30 September 2009; from company

CFm 2009 results expected late September 2009, dealreporter estimate; reference 12 month results ending 31 march 2009


23-Sep-09 enrC should close CAmeC deal this year despite Zimbabwe sanctions issue

16-Sep-09 CAmeC: enrC remains interested, negotiations reach next stage

20-July-09 CAmeC unlikely to see official bid tabled in the near-term, nomad Seymour pierce advising on situation, source says


UK

TOP 15 UK ANNOUNCED DEALS FOR YTD 30 SEPTEMBER 2009Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia

1-day beforeDeal value(€m)

Revenue EBITDA P/E

19-Jan-09 C royal Bank of Scotland group plc (29.79% stake)

Financial Services

Hm treasury n/a n/a (loss) -8.5% 5,884

7-mar-09 C Lloyds Banking group plc (21.60% stake)

Financial Services

Hm treasury n/a n/a 2.9 -8.5% 4,455

11-may-09 p British energy group plc (20% stake)


Centrica plc electricite de France SA

3.8 15.7 (loss) - 2,548

11-Aug-09 p Friends provident plc

Financial Services

resolution Limited n/a n/a (loss) 5.9% 2,164

10-Jul-09 C Venture production plc


Centrica plc 3.4 5.0 18.6 4.4% 1,772

17-Jun-09 p Arrow group pharma, medical & Biotech

Watson pharmaceuticals Inc

2.7 - 1,255

9-Jul-09 p Brixton plc real estate Segro plc 12.1 (loss) (loss) 5.4% 1,132

8-Jan-09 C trillium Holdings Ltd

real estate telereal Services Limited Land Securities plc

n/a n/a 4.9 - 833

19-Jun-09 C Wood mackenzie Limited

Business Services

Charterhouse Capital partners LLp

Candover partners Limited

- 654

18-Sep-09 p Central African mining & exploration Company plc


eurasian natural resources Corporation plc

3.7 (loss) (loss) 9.6% 622

11-Jun-09 C puma Brandenburg Limited (81.63% stake)

real estate marble Limited 12.3 (loss) (loss) 39.5% 612

12-Aug-09 p emerald energy plc energy, mining & Utilities

Sinochem International Corporation

6.1 7.9 14.7 11.1% 546

9-Sep-09 p Deutsche Land plc (67.90% stake)

real estate Black Sea global properties Limited

12.1 (loss) (loss) 23.8% 468

8-Jun-09 C Bpp Holdings plc Business Services

Apollo global Inc 2.2 13.4 24.5 9.3% 387

25-mar-09 C oilexco north Sea Limited


premier oil plc oilexco Inc - 372


top DeALS


UK

top DeALS

TOP 10 UK ANNOUNCED DEALS OF THE MONTH (SEPTEMBER 2009)Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia


(€m)Revenue EBITDA P/E

18-Sep-09 p Central African mining & exploration Company plc


eurasian natural resources Corporation plc

3.7 (loss) (loss) 9.6% 622

9-Sep-09 p Deutsche Land plc (67.90% stake)

real estate Black Sea global properties Limited

12.1 23.8% 468

24-Sep-09 p BVt Surface Fleet Limited (45% stake)

Defence BAe Systems plc Vt group plc 1.5 332

25-Sep-09 p Just retirement (Holdings) plc

Financial Services

permira n/a n/a (loss) 9.4% 255

25-Sep-09 p goldshield group plc


HgCapital; and management

1.4 5.6 11.5 -1.8% 154



AIt Investments Limited 1.4 5.5 11.5 7.8% 151

16-Sep-09 p Bristol International Airport Ltd (35.50% stake)

transport ontario teachers pension plan


6.7 11.6 14.3 143

18-Sep-09 p Canary Wharf group plc (8.45% stake)

real estate Songbird estates plc Commerzbank Ag

5.7 124

22-Sep-09 C DxS Limited pharma, medical & Biotech

QIAgen nV 64

28-Sep-09 C ge Aviation Systems LLC (Flight control actuation business)


moog Inc ge Aviation Systems LLC

0.9 62



UK

expeCteD DeALS



Seller company Market cap/ est. value

(€m)

Comments

expected Deal Cadbury plc Consumer Kraft Foods Inc Centerview partners (B); Citigroup (B); Deutsche Bank (B); Lazard (B); goldman Sachs (t); morgan Stanley (t); UBS investment Bank (t)

13,734 Kraft Foods Inc, the listed US diversified food producer, has made a proposal to acquire Cadbury plc, its UK listed counterpart. the Board of Cadbury has rejected this proposal. Kraft Foods is committed to working towards a recommended transaction and to maintaining a constructive dialogue and is announcing this proposal as a means to encourage and further that process.

expected Deal royal Dutch Shell (Stanlow refinery)


Valero energy Corporation, the national oil Corporation, essar oil Limited

Lazard (S) royal Dutch Shell plc

842 Shell has confirmed it is reviewing its Stanlow, UK refinery operations and their ownership operations. the sale would include petrochemical plants co-located at the site, but not plants in Stanlow which make alpha-olefins, detergent, and plasticizer alcohols.

expected Deal Artenius UK Industrials & Chemicals

Undisclosed Bidders

La Seda de Barcelona, SA

305* Artenius UK, a UK plastics and resin manufacturer, is in talks with three potential buyers. Artenius now has 105 staffers following cuts of 137 workers.

expected Deal Care UK plc pharma, medical & Biotech

Bridgepoint Capital Limited

Investec Investment Banking (t)

268 Bridgepoint Capital Limited has confirmed that it has had preliminary discussions with the Board of Care UK plc, the listed UK healthcare solutions provider. there is no certainty that any offer for the company will be made.

expected Deal Submersible technologyServices (Holdings) Limited


neptune marine Services Limited

Quayle munro Holdings

18 neptune marine, the Australia-listed oil and gas services business, has signed a letter of intent to buy Submersible technology Services. the proposed transaction is subject to the completion of satisfactory due diligence by neptune and contractual documentation. Quayle munro holds a 49.9% stake in the company.


PIPELINE OF UK ExPECTED DEALS

note: * Indicates revenue


UK

LeAgUe tABLeS

VALUeYTD


(€m)Deal count






6 Lazard 18,202 25




10 Jpmorgan Cazenove 11,071 30

11 perella Weinberg partners 9,678 1

12 rothschild 6,865 38


14 Bnp paribas 2,919 5

15 nomura Holdings 2,587 8Source: mergermarket

VoLUme

the financial adviser league tables by value and volume have been run from 1 January 2009 to 30 September 2009 and exclude lapsed and withdrawn deals. the tables cover all sectors andare based on the geography of either the target, bidder or seller being UK

YTD 30-Sep-2009

House Value (€m)

Deal count





5 Lazard 18,202 25

6 Deloitte 1,781 23






12 grant thornton Corporate Finance 792 16

13 Kpmg 445 16


15 BDo Corporate Finance 112 10Source: mergermarket

TOP 15 FINANCIAL ADVISERS

VALUeYTD


(€m)Deal count



3 Wachtell, Lipton, rosen & Katz 20,870 6







10 Willkie Farr & gallagher 12,232 3


12 osler, Hoskin & Harcourt 10,663 5

13 Allens Arthur robinson 10,439 5

14 paul Weiss rifkind Wharton & garrison

9,872 4

15 Anderson mori & tomotsune 9,738 2Source: mergermarket

VoLUme

the legal adviser league tables by value and volume have been run from 1 January 2009 to 30 September 2009 and include lapsed and withdrawn deals. the tables cover all sectors andare based on the geography of either the target, bidder or seller being UK

YTD 30-Sep-2009

House Value (€m)

Deal count


2 Allen & overy 5,305 37




6 eversheds 943 27



9 Addleshaw goddard 847 21

10 Hammonds 631 21



13 osborne Clarke 514 16

14 SJ Berwin 5,330 15

15 Berwin Leighton paisner 1,724 15Source: mergermarket

TOP 20 LEGAL ADVISERS


UK

LeAgUe tABLeS

VALUe

YTD 30-Sep-2009

House Value (€m)

Deal count

1 Charterhouse Capital partners 654 2

2 Lloyds tSB Development Capital 297 11

3 Apollo management 282 1

4 HSBC private equity 208 1

5 HgCapital 154 2

6 ontario teachers pension plan 143 1

7= Alchemy partners 141 1

7= oaktree Capital management 141 1

7= polygon Investment partners 141 1

10 Warburg pincus 110 1Source: mergermarket

VoLUme

the private equity buyout activity tables by value and volume are based on private equity firms advising the bidder on buyout deals where the dominant geography of the target company is UKthe tables by value and volume have been run from 1 January 2009 to 30 September 2009 and exclude lapsed and withdrawn deals

YTD 30-Sep-2009

House Value (€m)

Deal count

1 Lloyds tSB Development Capital 297 11

2 Foresight group 14 3

3 Charterhouse Capital partners 654 2

4 HgCapital 154 2

5 endless Investments 93 2

6 AnaCap Financial partners 82 2

7 north Atlantic Value 49 2

8 Barclays Ventures - 2

9 Apollo management 282 1

10 HSBC private equity 208 1Source: mergermarket

ACTIVITY TABLE OF PRIVATE EqUITY FIRMS ON UK BUYOUTS

VALUe

YTD 30-Sep-2009

House Value (€m)

Deal count


2 Inflexion private equity partners 208 1

3 marwyn Investments 171 1

4 HitecVision 141 1

5 electra partners 93 1

6 Advent Venture partners 80 1

7 3i group 48 4

8= Bank of Scotland Corporate 33 1

8= Change Capital partners 33 1

8= Dunedin Capital partners 33 1Source: mergermarket

VoLUme

the private equity exit activity tables by value and volume are based on private equity firms advising the vendor on exit deals where the dominant geography of the target company is UKthe tables by value and volume have been run from 1 January 2009 to 30 September 2009 and exclude lapsed and withdrawn deals

YTD 30-Sep-2009

House Value (€m)

Deal count

1 3i group 48 4

2 nVm private equity 17 2


4 Inflexion private equity partners 208 1

5 marwyn Investments 171 1

6 HitecVision 141 1

7 electra partners 93 1

8 Advent Venture partners 80 1

9= Bank of Scotland Corporate 33 1

9= Change Capital partners 33 1

9= Dunedin Capital partners 33 1Source: mergermarket

ACTIVITY TABLE OF PRIVATE EqUITY FIRMS ON UK ExITS


UK

trenD grApHS

UK M&A qUARTERLY TREND

VALUe VoLUme


0

20,000

40,000

60,000

80,000

100,000

120,000

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q2 05

Q105

Q404

Q304

Q204

Q104

valu

e (€

m)

0

50

100

150

200

250

300

350

400

Q3 09

Q209

Q109

Q408

Q308

Q208

Q1 08

Q4 07

Q3 07

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

volu

me

of d

eals

UK M&A qUARTERLY PRIVATE EqUITY TREND

VALUe VoLUme

0

10,000

20,000

30,000

40,000

50,000

Q309

Q209

Q109

Q408

Q308

Q208

Q1 08

Q407

Q307

Q207

Q107

Q4 06

Q306

Q206

Q106

Q4 05

Q305

Q205

Q105

Q404

Q304

Q204

Q104

valu

e (€

m)

UK buyouts

UK exits

0

20

40

60

80

100

120

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

num

ber

of d

eals

UK buyouts

UK exits


UK

trenD grApHS

UK M&A ANNUAL TRENDS

VALUe VoLUme

0

50

100

150

200

250

300

YTD 2009*20082007200620052004

All UK M&A

UK buyouts

UK exits

valu

e (€

bn)

0

300

600

900

1,200

1,500

YTD 2009*20082007200620052004

All UK M&A

UK buyouts

UK exits

num

ber

of d

eals

UK M&A SECTOR BREAKDOwN YTD 2009

VALUe VoLUme

Business Services

Consumer

TMT


Financial Services


Leisure


Construction

Transportation

Real Estate

Defence

2%

6.9%

9.2%

3.8%

3.1%

1.1%

42.2%

21%

2.5%

0.2%0.6%

7.4%

0.5%0.7%

18.6 %

15.7%

12.9%

10%

12.6%

7.4%

7.9%

6.2%

2.9%

2.1%2.6%

Business Services

Consumer

TMT


Financial Services


Leisure


Construction

Transportation

Real Estate

Defence

Agriculture


UK

mID-mArKet DeALS

TOP 10 UK ANNOUNCED MID MARKET DEALS (SEPTEMBER 2009)(€10m to €250m)

Announced Status Target company

Sector Target/seller financial adviser


Bidder company Bidder financial adviser Bidder legal adviser

Seller company Deal value (€m)



gleacher Shacklock; numis Securities

HgCapital; and management

ernst & Young 154



gleacher Shacklock; numis Securities

AIt Investments Limited

rothschild 151

16-Sep-09 p Bristol International Airport Ltd (35.5% stake)

transportation Advising seller: macquarie group

ontario teachers pension plan


143

18-Sep-09 p Canary Wharf group plc (8.45% stake)

real estate Songbird estates plc

Jpmorgan Cazenove; morgan Stanley; rothschild

Slaughter and may; Weil gotshal & manges

Commerzbank Ag

124

22-Sep-09 C DxS Limited pharma, medical & Biotech

osborne Clarke

QIAgen nV Jefferies & Company morrison & Foerster

64

28-Sep-09 C ge Aviation Systems LLC (Flight control actuation business)


Advising seller: Weil gotshal & manges

moog Inc ge Aviation Systems LLC

62

18-Sep-09 p UKAeA Limited


Advising seller: greenhill & Co

Advising seller: Slaughter and may

Babcock International group plc

Jpmorgan Cazenove Ashurst United Kingdom Atomic energy Authority group

43

13-Sep-09 p Abacus enterprise Limited

tmt thomson reuters Corporation

Deloitte 31

30-Sep-09 p British engine Insurance Limited

Financial Services

enstar group Limited

rSA Insurance group plc

30

22-Sep-09 p essentially group Limited

tmt Cenkos Securities

Davies Arnold Cooper

Chime Communications plc

epL Advisory Slaughter and may

24

11-Aug-09 C Air energi group Limited

Business Services

Advising Seller: BDo Corporate Finance

Advising Seller: Hammonds; pannone & partners

Zeus private equity LLp

Halliwells gary taylor (private investor); Linda maguire-Brookshaw (private investor)

35

13-Aug-09 p Uskmouth power Company Limited

energy, mining & Utilties

Scottish & Southern energy plc

Welsh power group Limited

31

17-Aug-09 C Bromford Industries Limited


Advising Seller: Steen Associates

DLA piper; Advising Seller: eversheds

Darwin private equity LLp

pricewaterhouseCoopers Denton Wilde Sapte; travers Smith

Hampson Industries plc

28

18-Aug-09 p ArC International plc

tmt Jefferies & Company; Woodside Capital partners

macfarlanes Abigail (UK) Limited

Arbuthnot Securities; Cowen and Company

Jones Day 23

20-Aug-09 C eastgate retail park (50% stake)

Consumer Advising Seller: Jones Day

LaSalle Investment management Inc

Hercules Unit trust

22



UK

UK M&A qUARTERLY MID-MARKET TREND

VALUe VoLUme

0

50

100

150

200

250

Q309

Q209

Q109

Q4 08

Q308

Q208

Q108

Q407

Q3 07

Q207

Q107

Q406

Q306

Q206

Q106

Q4 05

Q305

Q2 05

Q105

Q404

Q304

Q204

Q104

valu

e (€

m)

0

50

100

150

200

250

Q3 09

Q209

Q109

Q4 08

Q3 08

Q2 08

Q1 08

Q4 07

Q3 07

Q207

Q1 07

Q4 06

Q306

Q2 06

Q106

Q405

Q305

Q2 05

Q105

Q4 04

Q3 04

Q204

Q104

num

ber

of d

eals


mID-mArKet DeALS


UK

mID-mArKet LeAgUe tABLeS

YTD 30-Sep-2009

House Value (€m)

Deal count

Value:




4 Lazard 897 11





9 Deloitte 635 9


Volume:



3 Lazard 897 11




7 Deloitte 635 9

8 Kpmg 445 8

9 grant thornton Corporate Finance 173 8

10 Credit Suisse 883 7Source: mergermarket

the financial adviser league tables by value and volume have been run from 01 January2009 to 30 September 2009 and exclude lapsed and withdrawn deals. the tables cover allsectors and are based on the geography of either the target, bidder or seller being UK

TOP 10 MID-MARKET FINANCIAL ADVISERS – UK(€10m to €250m)

YTD 30-Sep-2009

House Value (€m)

Deal count

Value:






6 Jones Day 808 10

7 DLA piper 781 17


9 macfarlanes 732 8

10 Hammonds 610 11

Volume:




4 DLA piper 781 17


6 Hammonds 610 11

7 Addleshaw goddard 569 11

8 eversheds 512 11



the legal adviser league tables by value and volume have been run from 01 January2009 to 30 September 2009 and include lapsed and withdrawn deals. the tables cover allsectors and are based on the geography of either the target, bidder or seller being UK

TOP 10 MID-MARKET LEGAL ADVISERS – UK(€10m to €250m)

A mergermArket m&A report on


germAnYA mergermArket m&A report on

GERMAN

Y

Escada might not have as many suitors as assumed• escada, which focuses on luxury women’s apparel and

accessories, is one of germany’s best known international fashion companies. Since its founding in 1976 by margaretha and Wolfgang Ley it has grown to employ over 2,300 people and own 182 stores and 225 franchise shops in more than 60 countries, including a flagship store on 5th Avenue in new York.

• However, years of mismanagement, frequent changes of leadership and collections that flopped led to the steady decline of the company. this was further exacerbated by the financial crisis. For the fiscal year 2007/2008 escada had a turnover of €582m and made a loss of €70m compared to a loss of €27m in the previous year. meanwhile, its share price has fallen from over €8 a year ago to less than €0.8 today.

• the situation culminated in June 2009, when escada attempted a stock swap to save the company from bankruptcy. Bondholders were asked to sacrifice more than half of their investments to provide the company with €200m in capital. When this failed, the company was forced to file for bankruptcy.

• Since then there have been plenty of rumours concerning potential bidders for escada. From private equity firms such as triton partners, Change Capital, Vestar europe and Sun Capital, corporates such as Li & Fung, global luxury goods companies like LVmH or ppr, to private individuals such as Wolfgang Joop and nickolaus Becker.

• the interest in escada is understandable; the company’s escada brand name alone could be worth a high three-digit million-euro amount and its stores are in prime locations. the attractiveness of the brand was illustrated by Apax partners, the Uk based private equity firm, expressing its interest in acquiring escada in 2008. In June 2008, Wolfgang and michael Herz, the owners of germany’s tchibo coffee retail chain, invested in escada and brought in a new Ceo, Bruno Saelzer, the former Ceo of Hugo Boss. In may this year, escada sold primera, which include escada’s medium-price segment brands, Laurel, cavita und apriori, to mutares Ag, the listed germany based private equity firm.

•However, over the past few months, most of the above mentioned companies have denied their interest in escada. Leaving just a few private equity firms and nickolaus Becker in the race to acquire the fashion house, perhaps even as a consortium. A bidder needs to be found soon, as escada only has enough funds to operate until the end of the year.

Cognis: Permira studying exit trade options, source says; bankers say trade sale more likely than IPO• permira is actively looking to exit its holding in chemicals

company Cognis, according to a source familiar with the private equity firm’s thinking. “permira is looking at a range of possibilities, including a trade sale or an Ipo,” the source said. the source acknowledged the possibility of a break-up and a sale of the parts, explaining that permira would not rule out any option.

• Cognis was acquired by permira, gS Capital partners, management and SV Life Sciences funds for €2.9bn in november 2001, so it is a mature investment ripe for exit, added the source. permira’s average holding period is five years.Sector bankers said a trade sale of Cognis is a more likely exit option for permira, which, they argued, would have trouble selling an equity story to the capital markets. A trade sale would be an easier way of raising the necessary €1.5bn to pay down Cognis debt.

• “In the specialty chemicals segment most companies are fighting for their eBItDA margins and the question is where there is a positive worth in Cognis,” the first sector banker said. “A trade sale could bring in around €3bn,” he said.“towards the end of the year transaction multiples could go up from the current 5-6x eBItDA level as forward visibility increases,” a second banker said.

• Cognis, which was formed as a carve-out from german chemicals group Henkel, is trying to move away from its supplier based dependence on its former parent company, this banker said. “the group is trying to become more of a green company and generate its own identity and independence though an increase in “third party business”, he noted. the capital markets are improving, he said, but “the equity story doesn’t quite fit and they may have trouble convincing investors,” he said.


GERMAN

Y

• Cognis is a global supplier of specialty chemicals based on natural raw material-based chemistry. the majority of its products are manufactured from sustainable sources like coconut and palm kernel oil. the company operates three divisions named Care Chemicals, nutrition and Heath and Functional Chemicals. However, buyers would be hard to find for Cognis’ business, the bankers said. Clariant just bought rohdia, BASF is preoccupied with CIBA and Dow Chemical just bought rohm & Haas, putting these in a difficult position to acquire, one banker said. this banker said that evonik could look at the asset but a deal may be too large for its private equity owners CVC and it may face competition issues.

• Cognis had revenues of €3bn in 2008 and has a staff of 6,000.

germAnY

116

GERMAN

Y

Monthly M&A Report

DeAL oF tHe montH

Target: BrAHmS Ag Announced: 03 September 2009

Bidder: thermo Fisher Scientific Inc Deal value: €330m

Seller: HBm BioVentures Ag Deal nature: Cross border; exit; transatlantic

• thermo Fisher Scientific Inc, the listed US based manufacturer of analytical instruments, has agreed to acquire BrAHmS Ag, the germany based diagnostics company, for a total consideration of €330m, including debt and liabilities.

• Under the terms of the agreement, thermo Fisher Scientific will acquire all issued shares for €330m in cash, of which 95% is payable at closing and the remainder is due one year later.

• In 2008, BrAHmS had annual revenues of €74.9m and employed 400 people in 65 countries.

• the transaction is line with thermo Fisher’s strategy to strengthen its position in diagnostics markets and is expected to help thermo Fisher to bring in new products and technologies offered by BrAHmS.

• the transaction will enable thermo Fisher and BrAHmS to leverage strengths and expertise in the field of specialty diagnostics with an extensive distribution network.

• the transaction will also enable thermo Fisher to expand its presence in europe and offer BrAHmS products to its US customers.

• post acquisition, BrAHmS will be integrated into the specialty diagnostics business within thermo Fisher’s analytical technologies segment.

• the transaction will be accretive to thermo Fisher’s earnings per share in 2010.

• the transaction is subject to regulatory approvals and a customary post-closing purchase price adjustment and transaction is expected to complete in late September 2009.

UPDATE 01 October 2009: • thermo Fisher Scientific Inc has completed its acquisition

of BrAHmS Ag.

Advisers

Target/seller Bidder

Financial Bank of America merrill Lynch Financial -

Legal Freshfields Bruckhaus Deringer Legal CmS

PR Weber-thedy PR Joele Frank Wilkinson Brimmer katcher

Exit multiples - Y/E 31/12/2008

Multiples Value (€m)

Revenue 4.4x 74.9

EBITDA 22.0x 14.99

EBIT 29.7x 11.1

Earnings 120.9x 2.7


GERMAN

Y

TOP 15 GERMAn AnnOUnCED DEALS FOR YTD 30 SEPTEMBER 2009Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia

1-day before

Deal value(€m)

Revenue EBITDA P/E

2-Jun-09 C Hypo real estate Holding Ag (81% stake)

Financial Services

SoFFin n/a n/a (loss) 98.7% 2,960

22-mar-09 C Daimler Ag (9.10% stake)


Aabar Investment pJSC 0.7 8.4 14.5 -5.0% 1,954

8-Jan-09 C Commerzbank Ag (25% stake)

Financial Services

SoFFin n/a n/a -1.5% 1,770

13-may-09 p Vng-Verbundnetz gas Ag (47.90% stake)


enBW energie Baden-Wuerttemberg Ag

eWe Ag - 1,200

8-Jun-09 p e.on Ag (13 hydro power plants in Bavaria)


oesterreichische elektrizitaetswirtschaft Ag

e.on Ag - 1,000

31-Jan-09 C rWe Westfalen Weser ems Ag (20.03% stake)


rWe Ag municipal communities (germany)

- 800

20-Feb-09 C Danisco Sugar A/S (Anklam factory)

Consumer Suiker Unie nordzucker Ag - 730

25-Feb-09 C mitteldeutsche Braunkohlengesellschaft mbH


J&t Finance group AS; and Severoceske Doly

nrg energy Inc; and UrS Corporation

- 404

14-Jul-09 C IDS Scheer Ag Business Services

Software Ag 1.0 20.0 65.2 38.9% 401

17-Aug-09 C Deutsche Schiffsbank Ag (12% stake)

Financial Services

Commerzbank Ag HypoVereinsbank Ag n/a n/a 13.1 - 400

14-Aug-09 p porsche Automobil Holding Se (5% stake)


Qatar Holding LLC piech family (private investors); and porsche family (private investors)

- 390

15-Apr-09 p Stadtwerke Bremen Ag (25.90% stake)


eWe Ag Freie Hansestadt Bremen (City of Bremen)

- 360

9-Apr-09 C DAWAg real estate meravis Wohnungsbau- und Immobilien gmbH

Vereinte Dienstleistungsgewerkschaft

9.3 - 360

3-Sep-09 p BrAHmS Ag pharma, medical & Biotech

thermo Fisher Scientific Inc

HBm BioVentures Ag 4.4 22.0 120.9 - 330

23-Jun-09 p Stadtwerke Bremen Ag (25.10% stake)


eWe Ag Freie Hansestadt Bremen (City of Bremen)

- 320


top DeALS


GERMAN

Y

TOP 5 GERMAn AnnOUnCED DEALS OF ThE MOnTh (SEPTEMBER 2009)Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia



3-Sep-09 p BrAHmS Ag pharma, medical & Biotech

thermo Fisher Scientific Inc

HBm BioVentures Ag 4.4 22.0 120.9 - 330

25-Sep-09 p easycash gmbH Business Services

Ingenico SA Warburg pincus LLC 3.4 - 290

17-Sep-09 p AUtoonline gmbH Informationssysteme (85% stake)

Business Services

Solera Holdings Inc "Cuss-gmbH" Com-puterunterstuetzte Sachverstaendigen Systeme; AWg Abfallwirtschafts-gesellschaft mbH Wuppertal; and DekrA Automobil gmbH

- 60

14-Sep-09 p elitemedianet gmbH (36.93% stake)

tmt tomorrow Focus Ag Burda Digital Ventures gmbH; and elitemedianet Beteiligungs gbr

- 13

3-Sep-09 p Quelle Bauspar Ag Financial Services

Verband der privaten Bausparkassen eV

madeleine Schickedanz (private investor)

n/a n/a - 12



GERMAN

Y

expeCteD DeALS



Seller company Market cap/ est. value (€m)

Comments


nordex Ag Industrials & Chemicals

Alstom SA; or Capital management partners

785 nordex, the listed german wind turbine manufacturer, may see private equity firm Capital management partners (Cmp) increasing its stake in the firm. Alstom, the French industrial giant, is interested in acquiring a wind turbine company - potential targets include India's Suzlon, germany's nordex or Chinese companies.


mAn Se Industrials & Chemicals

Volkswagen Ag 8,022 mAn, the listed german truck maker, could get an offer worth eUr 65 per share from Volkswagen, the listed german vehicle producer, Die Welt reported. As part of a wider article about yesterday's stock exchange movements, the german daily cited unidentified traders as saying a rumor about an imminent offer explained a rise in mAn's stock.

takeover target StrAto medien Ag

tmt general Atlantic LLC; United Internet Ag; Apax partners; or Deutsche telekom Ag

Advising Seller: Arma partners

Freenet Ag 300 Freenet, the listed german internet and mobile phone company, is in the process of examining bids for its webhosting subsidiary Strato, Financial times Deutschland reported. the german daily cited Freenet chief executive Christoph Vilanek as saying the sale process needs to be concluded by the end of november in order to have a deal closed by the end of the year.


PIPELInE OF GERMAn ExPECTED DEALS


GERMAN

Y

LeAgUe tABLeS

VALUeYTD


(€m)Deal count


2 Citigroup 8,600 2

3 Jpmorgan 8,264 9

4 Lazard 7,642 6





9 Deloitte 2,671 8


11 metzler Corporate Finance 1,701 3



14 William Blair & Company 1,097 3

15 rothschild 998 16Source: mergermarket

VoLUme

the financial adviser league tables by value and volume have been run from 01 January 2009 to 30 September 2009 and exclude lapsed and withdrawn deals. the tables cover all sectors andare based on the geography of either the target, bidder or seller being germany

YTD 30-Sep-2009

house Value (€m)

Deal count

1 rothschild 998 16



4 Lincoln International 516 10

5 Jpmorgan 8,264 9


7 kpmg 312 9

8 Deloitte 2,671 8



11 UniCredit group 52 7


13 Lazard 7,642 6



TOP 15 FInAnCIAL ADVISERS – GERMAnY

VALUeYTD


(€m)Deal count


2 Hengeler mueller 10,229 24


4 Simmons & Simmons 7,307 2

5 norton rose 7,300 4



8 Binder groesswang & partners 2,879 3

9 Lovells 2,582 15

10 CmS 2,517 34

11 De Brauw Blackstone Westbroek 2,263 1





VoLUme

the legal adviser league tables by value and volume have been run from 01 January 2009 to 30 September 2009 and include lapsed and withdrawn deals. the tables cover all sectors andare based on the geography of either the target, bidder or seller being germany

YTD 30-Sep-2009

house Value (€m)

Deal count


2 CmS 2,517 34




6 Lovells 2,582 15




10 White & Case 336 10

11 Jones Day 559 8


13 noerr Stiefenhofer & Lutz - 8



TOP 15 LEGAL ADVISERS – GERMAnY


GERMAN

Y

LeAgUe tABLeS

VALUe

YTD 30-Sep-2009

house Value (€m)

Deal count

1 golden gate Capital 250 1

2 Silverfleet Capital partners 213 1

3 Barclays private equity 172 1

4 pamplona Capital management 100 1

5 Droege Capital 93 1Source: mergermarket

VoLUme

the private equity buyout activity tables by value and volume are based on private equity firms advising the bidder on buyout deals where the dominant geography of the target company is germany the tables by value and volume have been run from 01 January 2009 to 30 September 2009 and exclude lapsed and withdrawn deals

YTD 30-Sep-2009

house Value (€m)

Deal count

1 BLUo SICAV 30 3

2= Aurelius - 2

2= elbe partners Industries - 2

2= mutares - 2

5 golden gate Capital 250 1Source: mergermarket

ACTIVITY TABLE OF PRIVATE EqUITY FIRMS On GERMAn BUYOUTS

VALUe

YTD 30-Sep-2009

house Value (€m)

Deal count



3 triton partners 286 1

4 montagu private equity 213 1

5 HAnnoVer Finanz 192 2Source: mergermarket

VoLUme

the private equity exit activity tables by value and volume are based on private equity firms advising the vendor on exit deals where the dominant geography of the target company is germanythe tables by value and volume have been run from 01 January 2009 to 30 September 2009 and exclude lapsed and withdrawn deals

YTD 30-Sep-2009

house Value (€m)

Deal count

1 ArQUeS Industries 123 3

2 HAnnoVer Finanz 192 2

3 Aurelius - 2


5 Warburg pincus 290 1Source: mergermarket

ACTIVITY TABLE OF PRIVATE EqUITY FIRMS On GERMAn ExITS


GERMAN

Y

trenD grApHS

GERMAn M&A qUARTERLY TREnD

VALUe VoLUme


0

10,000

20,000

30,000

40,000

50,000

60,000

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q3 05

Q205

Q105

Q404

Q304

Q204

Q104

valu

e (€

m)

0

50

100

150

200

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

num

ber

of d

eals

GERMAn M&A qUARTERLY PRIVATE EqUITY TREnD

VALUe VoLUme

0

5,000

10,000

15,000

20,000

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

valu

e (€

m)

Germany buyouts

Germany exits

0

10

20

30

40

50

60

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

num

ber

of d

eals

Germany buyouts

Germany exits


GERMAN

Y

trenD grApHS

GERMAn M&A AnnUAL TREnDS

VALUe VoLUme

0

20

40

60

80

100

YTD 2009*20082007200620052004

All German M&A

German buyouts

German exits

valu

e (€

bn)

0

100

200

300

400

500

600

700

800

YTD 2009*20082007200620052004

All German M&A

German buyouts

German exits

num

ber

of d

eals

GERMAn M&A SECTOR BREAkDOwn YTD 2009

VALUe VoLUme


Financial Services


Construction

Real Estate

Defence


Consumer

Business Services

TMT

25.6%

31%

0.1%

0.8%2.2%

2.6%

6.3%

20.4%

5.5%5.5% 9%

8.7%

6.3%

0.7%

0.3%0.3%

2%2%

2%

30%

11.7%

11.7%

15.3%


Financial Services


Construction

Leisure

Transportation

Real Estate

Defence

Agriculture


Consumer

Business Services

TMT


GERMAN

Y

mID-mArket DeALS

TOP 5 GERMAn AnnOUnCED FInAnCIAL SERVICES MID MARkET DEALS FOR YTD 30 SEPTEMBER 2009(€10m to €250m)



Bidder company Bidder financial adviser Bidder legal adviser

Seller company

Deal value (€m)

21-Aug-09 p Hypo real estate Holding Ag (10% stake)

Financial Services

Herbert Smith/gleiss Lutz/Stibbe; Shearman & Sterling

SoFFin pricewaterhouseCoopers Freshfields Bruckhaus Deringer

158

9-Apr-09 C Hypo real estate Holding Ag (38.65% stake)

Financial Services

Jpmorgan Shearman & Sterling

SoFFin UBS Investment Bank Freshfields Bruckhaus Deringer

124

8-Apr-09 p ebase (european Bank for Fund Services)

Financial Services

comdirect bank Ag; and Commerz Asset management Holding gmbH

25

13-may-09 p FSB FondsServiceBank gmbH

Financial Services

Advising seller: Jones Day

Fondsdepot Bank gmbH

DAB Bank Ag 21

3-Sep-09 p Quelle Bauspar Ag Financial Services

Verband der privaten Bausparkassen eV

madeleine Schickedanz (private investor)

12



GERMAN

Y

GERMAn M&A qUARTERLY MID-MARkET TREnD

VALUe VoLUme

0

500

1,000

1,500

2,000

2,500

3,000

3,500

4,000

4,500

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

valu

e (€

m)

0

10

20

30

40

50

60

70

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

num

ber

of d

eals

mID-mArket DeALS



GERMAN

Y


YTD 30-Sep-2009

house Value (€m)

Deal count

Value:

1 Jpmorgan 555 5

2 rothschild 318 4

3 kpmg 312 3



6 Sal. oppenheim jr & Cie 266 2

7 Houlihan Lokey 245 2



10 goetzpartners 200 1

Volume:

1 Jpmorgan 555 5

2 rothschild 318 4

3 Lincoln International 116 4

4 kpmg 312 3




8 Sal. oppenheim jr & Cie 266 2

9 Houlihan Lokey 245 2

10 morgan Stanley 235 2Source: mergermarket

the financial adviser league tables by value and volume have been run from 01 January2009 to 30 September 2009 and exclude lapsed and withdrawn deals. the tables cover allsectors and are based on the geography of either the target, bidder or seller being germany

TOP 10 MID-MARkET FInAnCIAL ADVISERS – GERMAnY(€10m to €250m)

YTD 30-Sep-2009

house Value (€m)

Deal count

Value:



3 Linklaters 714 8

4 Hengeler mueller 594 6

5 Clifford Chance 512 5

6 CmS 487 5

7 thommessen 334 3

8 poellath & partners 327 2



Volume:


2 Linklaters 714 8


4 Hengeler mueller 594 6


6 CmS 487 5

7 thommessen 334 3




the legal adviser league tables by value and volume have been run from 01 January2009 to 30 September 2009 and include lapsed and withdrawn deals. the tables cover allsectors and are based on the geography of either the target, bidder or seller being germany

TOP 10 MID-MARkET LEGAL ADVISERS – GERMAnY(€10m to €250m)


FRANCEA mERgERmARkEt m&A REpoRt oN

FRANCE

Veolia Transport and Transdev merger:• Veolia Environnement does not consider the spin-off

and merger of subsidiary Veolia transport with French national public transportation company transdev as part of its asset disposals programme.

• Veolia Environnement is working through a massive asset disposal program aimed at slashing €3bn off its net debt by 2011, which started with the disposal of Veolia proprete Nettoyage et multiservices, Veolia Cargo, Dalkia technical Facilities management and montenay International, for a total aggregate consideration of approximately €700m. Veolia is also in the process of selling a 49% stake in its Uk water division, with Japanese groups mitsui and marubeni, and private equity firms Blackstone and goldman Sachs Infrastructure being the selected bidders for the second round of the auction. other non-strategic assets for future disposal have already been identified within Veolia’s portfolio and will be offloaded according to the divestment plan set up in 2008.

• However, the Veolia transport-transdev merger is to be treated separately. the future combined entity will be listed as soon as the market recovers, and the initial 2011 scheduled launch date could now be brought forward to 2010 if conditions allow.

• Several steps need to be taken before the deal can be carried out. Veolia transport and transdev are still negotiating with transdev’s 25% shareholder RAtp, which has agreed to swap its interest with assets from either transdev or Veolia transport. on the regulatory side, the merging entities may also have to narrow their operations in the Netherlands where they would reach a dominant market position.

• It is rather unclear how much the stock exchange listing will raise, so far. Assessing the future market capitalisation of the potential new entity is difficult, because it remains unclear what assets will be merged. Both camps will have to dispose of activities here and there before finalising the deal.

• the structure of the deal is still to be defined, but parent companies Veolia and Caisse des Depots et Consignations (CDC), transdev’s majority shareholder, have agreed on the terms of a 50/50 merger. Veolia transport will not be deconsolidated as its parent company will remain Veolia Environnement. Veolia is being advised by Lazard; and Societe generale is acting for CDC; while messier partners is advising RAtp.

• In the H1 2009 figures announced in August, Veolia said it had a net debt of €16.8bn.

John McLane to rescue Belvedere:• Veteran action hero Bruce Willis is to join the board of

directors of the tormented French drinks group Belvedere SA, which owns the polish-made Sobieski vodka brand. the US actor, who has appeared in advertisements for Sobieski since last April, expressed his wish to become a shareholder of reference, alongside its management, and to be fully associated with the group’s marketing strategy.

• Willis, best known as the gun-toting star of the “Die Hard” films, will become a member of Belvedere’s board of directors at the next general meeting of shareholders. However, the management board did not reveal how large a stake the actor will acquire. Belvedere has debts of around €550m and was given bankruptcy protection by in July 2008 by a French court. the final ruling on the so-called safeguard procedure from the court is expected on 12 october 2009.

• After the news was made public, the share price of Belvedere in Warsaw stock exchange soared by 26%, and over 20% in Euronext paris.


FRANCE

DEAL oF tHE moNtH

Target: Veolia proprete Nettoyage et multiservices SA Announced: 16 September 2009

Bidder: groupe tFN Deal value: €120m

Seller: Veolia proprete SA Deal nature: Recommended, Acquisition, Domestic, Divestment

• groupe tFN, the France based company providing security, cleaning and reception services, has acquired Veolia proprete Nettoyage et multiservices SA (VpNm), the France based company specialised in industrial cleaning, from Veolia proprete SA, the France based waste management and treatment company and subsidiary of Veolia Environnement SA, the listed France based environmental services company, for a consideration of €120m.

• the divestment is in line with Veolia Environnement’s divestment strategy of €1bn, announced for 2009, and negotiations regarding the transaction started on 24 June 2009. the acquisition is also in line with tFN’s external growth strategy and will enable the group to strengthen its expertise in industrial cleaning.

• the consideration represents 9x EBItDA 2008 of VpNm, which employs approximately 14,000 people and generated an annual turnover of EUR 350m in 2008. In June 2009, tFN also acquired Eurogem, the France based facilities management.

• the completion of those two transactions was announced the same day. As a result of these 2 acquisitions, tFN will generate a turnover of EUR 1bn and will employ a staff of 45,000 employees.

Advisers


Financial Rothschild Financial Ernst & Youngmarceau Finance

Legal Cabinet Levine & Associes Legal SJ Berwinorrick Herrington & Sutcliffe

PR - PR -


24/06/2009 Veolia Environmental Services in exclusive negotiations with tFN for sale of Veolia proprete Nettoyage et multiservices division

06/03/2009 Veolia to make EUR 3bn of divestitures over three years, CEo says

Exit multiples – Y/E 30/06/2009

Multiples Value (€m)

Revenue 0.32 x 350

EBITDA - -

EBIT - -

Earnings - -


FRANCE

ToP 15 FREnch AnnouncED DEALS FoR YTD 30 SEPTEMBER 2009Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia



18-Aug-09 p Alcan packaging (majority of businesses)


Amcor Limited Rio tinto plc 0.5 - 1,433

30-mar-09 C motier SAS (37.10% stake)

Consumer moulin family (private investors)

BNp paribas SA

- 1,100

30-Jun-09 C CACEIS (35% stake) Financial Services

Credit Agricole SA Natixis SA n/a n/a - 595

29-Jan-09 C Credit Foncier de France (23.40% stake)

Financial Services

Caisse Nationale des Caisses d'Epargne et de prevoyance

Nexity Initiale SAS

n/a n/a - 540

15-may-09 L Ciments Francais (18% stake)

Construction Italcementi SpA 0.9 4.2 10.2 1.2% 496

3-Aug-09 C kallista Energies Renouvelables SAS; and kallista France SAS


AXA private Equity Babcock & Brown International pty Ltd

- 220

13-Aug-09 C Chateau Cheval Blanc (50% stake); and La tour du pin (50% stake)

Consumer LVmH moet Hennessy Louis Vuitton SA

groupe Arnault SAS

- 200

11-Jun-09 p Nt1; and tmC (40% stake)

tmt television Francaise 1 SA AB groupe SA - 192

31-mar-09 C groupe Lucien Barriere SAS (15% stake)

Leisure Accor SA Colony Capital LLC

- 153

16-Jul-09 C FpEE Industries SA Construction Barclays private Equity Limited; and pragma Capital

AgF private Equity; AtriA Capital partenaires; Euromezzanine Conseil SAS; and UI gestion SA

1.0 - 150

5-Jan-09 C Societe Fonciere Lyonnaise SA (8.80% stake)

Real Estate CALYoN Inmobiliaria Colonial SA

n/a n/a 15.2 36.7% 143

16-Sep-09 C Veolia proprete Nettoyage et multiservices SA

Business Services

groupe tFN Veolia proprete SA

0.3 - 120


Real Estate Royal Bank of Scotland group plc

Inmobiliaria Colonial SA

n/a n/a 15.2 26.4% 118


Consumer Companie d'Investissements Diversifies SA

- 111

2-mar-09 C Autodistribution Industrials & Chemicals

towerBrook Capital partners Lp

Investcorp SA 0.1 - 110


top DEALS


FRANCE

ToP 5 FREnch AnnouncED DEALS oF ThE MonTh (SEPTEMBER 2009)Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia




Business Services

groupe tFN Veolia proprete SA

0.3 - 120


Consumer Companie d'Investissements Diversifies SA

- 111

29-Sep-09 C Antonin Rodet SAS Consumer Boisset La Famille des grands Vins SAS

Sequana SA 1.6 (loss) (loss) - 24

23-Sep-09 C Autoreflex.Com SAS (85.20% stake)

Consumer AVm private equity; and odyssee Venture

2.0 6.0 16.7 - 13

08-Sep-09 C morris profumi SpA (30% stake); and Selective Beauty SAS (30% stake)

Consumer oI perfume SA Investindustrial SpA

- 10


top DEALS


FRANCE

EXpECtED DEALS



Seller company

Market cap/ est.

value (€m)

comments

Rumoured takeover

Natixis private Equity

Financial services

Natixis SA oddo & Cie (S)

4,016 Listed French investment bank Natixis is considering options for its private equity division. oddo has been appointed to assist in the process. Natixis pE has 309 employees and manages assets worth €4.016bn.

takeover situation

Nexter Systems SA

Defence thales SA; and Rheinmetall Ag

579 "thales, the listed French defence electronics group, has been sounded by the French government regarding a potential tie-up with state-owned defence company Nexter. the French government is also considering tying up Nexter with german competitor Rheinmetall, in order to create a European champion. Rheinmetall has until the end of the month to confirm whether it would be interested in such a deal. Nexter has 2,720 employees and reported revenues of € 579m in 2008.

takeover situation

DomUSVI group pharma, medical & Biotech

gDp Vendome 450 DomusVi, the France based accommodation provider for dependent elderly persons, is thought to have initiated merger talks with competitor gDp Vendome.the operation could take time and could be done in several steps. A private equity house could take a stake in the combined entity. DomusVi operates 75 nursing homes in France and generates annual revenues of €450m.

takeover situation

Belvedere SA Consumer Bruce Willis (private investor)

90 "Belvedere SA, the paris and Warsaw-listed alcohol group, announced on 5 october that Bruce Willis, international icon of its Sobieski brand, confirmed its intention to invest personally and financially in the company, to accelerate growth of Sobieski vodka, together with the group’s other brands around the world. belvedere has a market capitalization of about €90m in Euronext paris

"

PIPELInE oF FREnch ExPEcTED DEALS


FRANCE

LEAgUE tABLES

VALUEYTD


(€m)Deal count





5 Citigroup 4,570 7

6 CALYoN 3,803 8


8 Lazard 3,295 24


10 Evercore partners 2,842 1

11 HSBC Bank 2,170 5



14 Jpmorgan 1,170 7

15 Deutsche Bank 705 8Source: mergermarket

VoLUmE

the Financial adviser league tables by value and volume have been run from 01 January 2009 to 30 September 2009 and exclude lapsed and withdrawn deals. the tables cover all sectors andare based on the geography of either the target, bidder or seller being France.

YTD 30-Sep-2009

house Value (€m)

Deal count

1 Lazard 3,295 24





6 CALYoN 3,803 8



9 Sg 201 8



12 Jpmorgan 1,170 7

13 Financiere Cambon 30 7

14 Bryan, garnier & Co 603 6

15 pricewaterhouseCoopers 585 6Source: mergermarket

ToP 15 FInAncIAL ADVISERS

VALUEYTD


(€m)Deal count








8= Alston & Bird 2,842 1


8= Simpson thacher & Bartlett 2,842 1


12 gianni, origoni, grippo & partners 2,133 3

13 SJ Berwin 1,987 9

14 Jones Day 1,883 19

15= Loyens & Loeff 1,435 3

15= ogilvy & Renault 1,435 3Source: mergermarket

VoLUmE

the Legal adviser league tables by value and volume have been run from 01 January 2009 to 30 September 2009 and include lapsed and withdrawn deals. the tables cover all sectors andare based on the geography of either the target, bidder or seller being France.

YTD 30-Sep-2009

house Value (€m)

Deal count



3 gide Loyrette Nouel 913 17


5 De pardieu Brocas maffei 116 13



8 Bredin prat 479 11

9 CmS 133 11


11 SJ Berwin 1,987 9


13 Lovells 39 8


15 Sullivan & Cromwell 3,338 6Source: mergermarket

ToP 15 LEgAL ADVISERS


FRANCE

LEAgUE tABLES

VALUE

YTD 30-Sep-2009

house Value (€m)

Deal count

1 LBo France 320 3

2 AtriA Capital partenaires 300 1

3 pragma Capital 250 2

4 Barclays private Equity 245 2

5 AXA private Equity 220 2

6= towerBrook Capital partners 110 1

6= gimv 100 1

8= orium 100 1

8= pechel Industries partenaires 100 1

8= groupama private Equity 45 2Source: mergermarket

VoLUmE

the private Equity buyout activity tables by value and volume are based on privare equity firms advising the bidder on buyout deals where the dominant geography of the target company is France. the tables by value and volume have been run from 01 January 2009 to 30 September 2009 and exclude lapsed and withdrawn deals.

YTD 30-Sep-2009

house Value (€m)

Deal count

1 LBo France 320 3

2 pragma Capital 250 2

3 Barclays private Equity 245 2


5 groupama private Equity 45 2

6 IRDI-ICSo 19 2

7 turenne Capital partenaires 5 2

8= Azulis Capital - 2

8= ouest Croissance - 2

10 AtriA Capital partenaires 300 1Source: mergermarket

AcTIVITY TABLE oF PRIVATE EquITY FIRMS on FREnch BuYouTS

VALUE

YTD 30-Sep-2009

house Value (€m)

Deal count


2 groupe Arnault 200 1

3 LBo France 190 1

4 AgF private Equity 180 2

5 Colony Capital 153 1

6 UI gestion 150 1

7 Investcorp 110 1

8= Capzanine 100 1

8= Initiative & Finance Investissement 100 1

8= iXEN partners 100 1

8= N.I. partners 100 1Source: mergermarket

VoLUmE

the private Equity exit activity tables by value and volume are based on privare equity firms advising the vendor on exit deals where the dominant geography of the target company is France.the tables by value and volume have been run from 01 January 2009 to 31 September 2009 and exclude lapsed and withdrawn deals.

YTD 30-Sep-2009

house Value (€m)

Deal count

1 Innovacom 42 3

2 Siparex Croissance 22 3

3 AgF private Equity 180 2


5 Viveris management 24 2

6 mBo partenaires - 2


8 groupe Arnault 200 1

9 LBo France 190 1

10 Colony Capital 153 1Source: mergermarket

AcTIVITY TABLE oF PRIVATE EquITY FIRMS on FREnch ExITS


FRANCE

tREND gRApHS

FREnch M&A quARTERLY TREnD

VALUE VoLUmE


0

20,000

40,000

60,000

80,000

100,000

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

valu

e (€

m)

0

50

100

150

200

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

volu

me

of d

eals

FREnch M&A quARTERLY PRIVATE EquITY TREnD

VALUE VoLUmE

0

3,000

6,000

9,000

12,000

15,000

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

valu

e (€

m)

France buyouts

France exits

0

10

20

30

40

50

60

70

80

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

volu

me

of d

eals

France buyouts

France exits


FRANCE

tREND gRApHS

FREnch M&A AnnuAL TREnDS

VALUE VoLUmE

0

30

60

90

120

150

YTD 2009*20082007200620052004

All France M&A

France buyouts

France exits

valu

e (€

bn)

0

100

200

300

400

500

600

700

800

YTD 2009*20082007200620052004

All France M&A

France buyouts

France exits

volu

me

of d

eals

FREnch M&A SEcToR BREAkDown YTD 2009

VALUE VoLUmE


Consumer

TMT

Business Services

Financial Services

Construction



Leisure

Transport

Real Estate

Agriculture

27.6%

0.1%

9.0%

24.5%

2.6%

16.3%

3.9%

3.5%

2.4%

3.7%6%0.5%

22.7%

1.1%

3.1%

17.9%

19.7%

6.1%

8.7%

5.2%

4.4%

4.4%

3.1%3.9% Industrials & Chemicals

Consumer

TMT

Business Services

Financial Services

Construction



Leisure

Transport

Real Estate

Agriculture


FRANCE

mID-mARkEt DEALS

ToP 10 FREnch AnnouncED MID MARkET DEALS FoR YTD 30 SEPTEMBER 2009(€10m to €250m)






3-Aug-09 C kallista Energies Renouvelables SAS; and kallista France SAS


Advising seller: Hideal partners

Advising seller: Clifford Chance; Fidal

Holding Energies Renouvelables SAS

Bank of America merrill Lynch

Linklaters Babcock & Brown International pty Ltd

220

13-Aug-09 C Chateau Cheval Blanc (50% stake); and La tour du pin (50% stake)

Consumer LVmH moet Hennessy Louis Vuitton SA

groupe Arnault SAS

200

11-Jun-09 p Nt1; and tmC (40% stake)

tmt television Francaise 1 SA

Rothschild AB groupe SA 192

31-mar-09 C groupe Lucien Barriere SAS (15% stake)

Leisure Advising seller: Clifford Chance

Accor SA BNp paribas; CIBC World markets; goldman Sachs; Lazard; Sg

Colony Capital LLC

153

16-Jul-09 C FpEE Industries SA

Construction Barclays private Equity Limited; pragma Capital

mayer Brown AgF private Equity; AtriA Capital partenaires; Euromezzanine Conseil SAS; and UI gestion SA

150


Real Estate Advising seller: Lazard

Advising seller: Freshfields Bruckhaus Deringer; Linklaters

CALYoN CALYoN Inmobiliaria Colonial SA

143


Business Services


Advising seller: Cabinet Levine & Associes

groupe tFN Ernst & Young; marceau Finance

orrick Herrington & Sutcliffe; SJ Berwin

Veolia proprete SA

120


Real Estate Advising seller: Lazard

Advising seller: Freshfields Bruckhaus Deringer; Linklaters

Royal Bank of Scotland group plc

Inmobiliaria Colonial SA

118


Consumer CmS Companie d'Investissements Diversifies SA

111

2-mar-09 C Autodistribution Industrials & Chemicals

Rothschild Dewey & LeBoeuf; Shearman & Sterling

orium; and pechel Industries

Lamartine Conseil

100

17-Feb-09 C Axione Infrastructures SAS (55% stake)

tmt Advising seller: Lazard

Advising seller: Clifford Chance

FIDEppp grant thornton Corporate Finance

Linklaters (Advising Banco Santander; Caisse Nationale des Caisses d'Epargne et de prevoyance; CALYoN); orrick Herrington & Sutcliffe

Axione SA 110



FRANCE

FREnch M&A quARTERLY MID-MARkET TREnD

VALUE VoLUmE

0

1,000

2,000

3,000

4,000

5,000

Q309

Q209

Q109

Q408

Q 08

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

valu

e (€

m)

0

10

20

30

40

50

60

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q3 07

Q2 07

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

volu

me

of d

eals


mID-mARkEt DEALS


FRANCE

mID-mARkEt LEAgUE tABLES

YTD 30-Sep-2009

house Value (€m)

Deal count

Value:

1 Lazard 1,837 13

2 Rothschild 857 7

3 BNp paribas 686 8



6 CALYoN 343 3

7 Bank of America merrill Lynch 334 2


9 Jpmorgan 299 4

10 Citigroup 274 2

Volume:

1 Lazard 1,837 13

2 BNp paribas 686 8

3 Rothschild 857 7



6 Jpmorgan 299 4


8 CALYoN 343 3


10 Sg 201 3Source: mergermarket

the Financial adviser league tables by value and volume have been run from 01 January2009 to 30 September 2009 and exclude lapsed and withdrawn deals. the tables cover allsectors and are based on the geography of either the target, bidder or seller being France.

ToP 10 MID-MARkET FInAncIAL ADVISERS – FRAncE(€10m to €250m)

YTD 30-Sep-2009

house Value (€m)

Deal count

Value:



3 Cleary gottlieb Steen & Hamilton 558 4


5 SJ Berwin 545 5

6 Weil gotshal & manges 541 7

7 Bredin prat 479 5

8 Studio pedersoli e Associati 440 3

9 Darrois Villey maillot Brochier 389 3

10 Jones Day 358 8

Volume:


2 Jones Day 358 8



5 gide Loyrette Nouel 318 6

6 SJ Berwin 545 5

7 Bredin prat 479 5



10 pricewaterhouseCoopers legal 295 4Source: mergermarket

the Legal adviser league tables by value and volume have been run from 01 January2009 to 30 September 2009 and include lapsed and withdrawn deals. the tables cover allsectors and are based on the geography of either the target, bidder or seller being France.

ToP 10 MID-MARkET LEgAL ADVISERS – FRAncE(€10m to €250m)


ITALYA mergermArkeT m&A reporT on

ITALY

Acquisition of MSA strengthens Biancamano’s position in waste management and raises concerns over the political nature of the M&A alliance.• earlier last month, manutencoop Servizi Ambientali

(mSA), the Italian provider of environmental services, signed an agreement to be acquired by Biancamano, the Italian leader in the integrated waste management sector. Biancamano carried out the acquisition of mSA through its subsidiary Aimeri Ambiente, the Italian company involved in the collection and disposal of urban waste. The deal was closed on the 30th of September after receiving approval from the Italian Antitrust authorities.

• The equity value of the transaction equalled to €27.6m and the deal was financed by a long term loan facility from BnL gruppo Bnp paribas bank (€20.7m) as well as by Biancamano’s own cash reserves (€6.9m). Taking over its main competitor allows Biancamano to double its turnover and strengthen its position as the leading private Italian waste management company. This operation will create a group with over 3.200 employees and 3000 vehicles, operating in more than 20 regions across the Italian peninsula. overall, the new entity is believed to be able to collect about 1.2m tons of waste per year. In addition, this acquisition will allow Biancamano to extend its operations into the collection, transport and disposal of hospital waste, due to manutencoop’s long-standing collaboration with about 50 healthcare entities.

• mSA underlined the benefit of the transaction in the group’s transfer from the general Waste management sector, into the sector of Integrated Facility management. This seems to be a logical progression after mSA had strengthened its position in the sector by acquiring pirelli re Integrated Facility management in December 2008.

• The news on the deal also caused manutencoop to refute local concerns over the nature of the alliance between the two parties. Acquisition of the traditionally left-wing mSA by Biancamano, owned by the pizzimbone brothers, has alarmed the local business community, given the close relation of the pizzimbones to pdL (Il popolo della Liberta’), the centre-right political party in Italy. For example, pierpaolo pizzimbone is also a candidate for the Italian Chamber of Deputies. responding to the criticism on the nature of the acquirer, Claudio Levorato, the president and founder of manutencoop joked “I hope

no one will accuse me of having business relations exclusively with the pdL people. otherwise, I will be forced to close the business”. “It was a strategic choice”, he added.

Realty Vailog signs an agreement to be fully acquired by Industria e Innovazione • on 29th of September, the management of realty

Vailog, the listed leading Italian real estate development and investment company, signed an agreement to sell a 73.35% stake in itself for €106m to Industria e Innovazione, the Italian holding company with an interest in renewable energy projects, owned by giuseppe garofano.

• Industria e Innovazione already holds a 24.6% interest in the share capital of realty Vailog. The current offer values realty Vailog at €2.5 per share. The acquisition was financed by a bank loan from mpS Capital Services Banca.

• After the completion of the deal, realty Vailog will become a listed investment company focused on renewable energy projects. According to the chief executives of Industrie e Innovazione and realty Vailog, Federico Caporale and Valerio Fiorentino respectively, the transaction will allow “the progress of the two firms to move into the renewable energy sector, with a view for the group to become an active operator not solely in the energy production, but also in the industrialisation and development of new technologies aimed at energy conservation”.

• The transaction is expected to close in the first half of 2010, subject to competition authority and shareholder approvals.


ITALY

DeAL oF The monTh

Target: permasteelisa SpA Announced: 01 September 2009

Bidder: Investindustrial SpA Deal value: €219m

Seller: Deal nature: recommended

DESCRIPTION• Investindustrial SpA, the Italian private equity firm, and

a group of investors have announced a stake purchase and subsequent offer for the entire share capital of permasteelisa SpA, the listed Italian construction firm.

STRUCTURE• The transaction will be conducted via a stake purchase

and subsequent mandatory public offer under Italian Law.

TERMS• Investindustrial shareholders will receive €13 in cash for

each share held.

• The offer values the entire share capital of Investindustrial at €358.8m

• The offer represents a discount of 3.42% to Investindustrial’s closing share price of €13.46 on 31-Aug-09, the last trading price prior to the announcement.

CONDITIONS• relevant regulatory approvals.

• mandatory offer unconditional.

Advisers


Financial - Financial Credit Suisse Banca ImI/Intesa Sanpaolo

Legal - Legal -

PR - PR Capital mS&L

Exit multiples – Y/E [31/12/08] Premium analysis

Multiples Value (€m) Offer price per share (€) 13

Revenue 0.1 1137 1 day before -3.42%

EBITDA 1.9 70.86 1 month before 6.82%

EBIT 2.3 58.75 1 day after 0.39%

Earnings 7.5 44.85 Pre-rumour n/a


16-July-09 permasteelisa: Shareholder Amber Capital would oppose potential Investindustrial offer; could team up with Luigi Cimolai, sources say.


ITALY

TOP 15 ITALIAN ANNOUNCED DEALS FOR YTD 30 SEPTEMBER 2009Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia



12-Feb-09 C Italgas SpA energy, mining & Utilities

Snam rete gas SpA enI SpA 5.4 9.1 13.5 - 4,206

12-Feb-09 C Stogit SpA energy, mining & Utilities

Snam rete gas SpA enI SpA 8.5 10.9 19.9 - 2,588

23-Feb-09 C Alleanza Assicurazioni SpA (49.60% stake)

Financial Services

Assicurazioni generali SpA

n/a n/a 8.9 2.6% 1,805

29-may-09 p enel rete gas SpA (80% stake)


AXA private equity; and F2i Sgr SpA

enel Distribuzione SpA

5.9 34.7 - 1,680

29-Jul-09 C Intesa Vita SpA (50% stake)

Financial Services

Intesa Sanpaolo SpA Alleanza Assicurazioni SpA

n/a n/a - 706

4-Aug-09 p Findomestic Banca SpA (25% stake)

Financial Services

Bnp paribas personal Finance

Cassa di risparmio di Firenze SpA; and Cassa di risparmio di pistoia e pescia

n/a n/a - 500

2-Apr-09 C Antonveneta ABn Amro; and prima Sgr

Financial Services

Clessidra Sgr; and Financial risk management Limited

Banca monte dei paschi di Siena SpA

n/a n/a - 400

8-Jun-09 p IpI SpA real estate mimoSe Banca Intermobiliare di Investimenti e gestioni SpA

7.7 45.04% 363

10-Jul-09 L management & Capitali SpA

Financial Services

Tamburi Investment partners SpA

n/a n/a (loss) 2.73% 338

12-Jan-09 C Alitalia SpA (25% stake)

Transportation Air France-kLm SA - 323

8-Jun-09 L management & Capitali SpA

Financial Services

mimoSe n/a n/a (loss) 8.15% 220

1-Sep-09 p permasteelisa SpA Construction Investindustrial SpA 0.1 1.9 7.5 -3.42% 219

29-may-09 C UgF Banca SpA (15.47% stake)

Financial Services

UgF Assicurazioni SpA CgIL Filt regione Lombardia; Coop estense Societa Cooperativa Scarl; Finsoe SpA; and holmo SpA

n/a n/a 429.8 - 213

25-may-09 p Saeco International group SpA

Consumer koninklijke philips electronics nV

pAI partners - 200

16-mar-09 C Banca Italease SpA (69.30% stake)

Financial Services

gruppo Banco popolare Societa Cooperativa

n/a n/a (loss) 13.98% 174


Top DeALS


ITALY

Top DeALS

TOP 10 ITALIAN ANNOUNCED DEALS OF ThE MONTh SEPTEMBER 2009Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia



1-Sep-09 p permasteelisa SpA Construction Investindustrial SpA 0.1 1.9 7.5 -3.42% 219

17-Sep-09 p UBI Assicurazioni SpA (50% stake)

Financial Services

Bnp paribas Assurance; and Fortis Insurance nV

Unione di Banche Italiane Scpa

n/a n/a - 120

14-Sep-09 p gioco Digitale group SpA

Leisure bwin Interactive entertainment Ag

8.4 76.7 - 115

28-Sep-09 p realty Vailog SpA (73.35% stake)

Construction Industria e Innovazione 1.3 41.3 8.70% 106

28-Sep-09 p Unione di Banche Italiane scpa (depositary bank business)

Financial Services

rBC Dexia Investor Services


n/a n/a - 93

17-Sep-09 C gTS group SpA (72% stake)

Consumer Alfa-parf Srl Alcedo Sgr SpA; and S+r Investimenti e gestioni Sgr SpA

1.7 - 50

30-Sep-09 C manutencoop Servizi Ambientali SpA


Aimeri Ambiente Srl 0.4 4.2 - 48

30-Sep-09 C Adriatica Turistica SpA

Leisure piovesana holding SpA realty Vailog SpA - 32

1-Sep-09 p omnia Service Center SpA

Business Services

Alba rental Srl omnia network SpA

- 20

3-Sep-09 p Cogetech SpA (45% stake)

Leisure Accord management; and orlando Italy management SA

0.6 2.5 - 16



ITALY

eXpeCTeD DeALS




value (€m)

Comments

Significant m&A

Banca Fideuram SpA

Financial Services

exor group SpA, Blackstone group holdings LLC, Apax partners

Intesa Sanpaolo SpA

Leonardo & Co., morgan Stanley

2,800 Intesa Sanpaolo, the listed Italian bank, is about to sell Fideuram, its asset management arm, at around eUr 2.8bn. As previously reported, the potential bidder is exor, the financial holding of the Agnelli family. The unsourced report added that Intesa is ready to maintain up to a 30% stake in the company.

rumoured Takeover target

Safilo group SpA Consumer Luxottica group SpA, Tpg Capital Lp, The Carlyle group LLC, marcolin SpA, Clessidra Sgr SpA, and Antonio Favrin

Vittorio Tabacchi

226 Safilo, the listed Italian eyewear group, is willing to sell a stake to an industrial partner. The Ceo of the company announced that no offer has been received from an industrial bidder, nor are any talks taking place. however, Safilo would be willing to talk to industrial groups making serious offers. The two most likely bidders are Italian eyewear groups Luxottica and marcolin. Safilo’s Ceo’s comments appeared to rule out the possibility of another private equity bidder emerging to take the place of Bain, which pulled out of talks to acquire a 30% stake earlier in the month.

Takeover targets

Snai SpA Leisure Bridgepoint Capital Limited, AXA private equity

maurizio Ughi gianni, origoni, grippo & partners

- Snai, the Italian betting company, has attracted interest from two private equity funds, Bridgepoint and Axa private equity. The two potential bidders have already signed a confidentiality agreement and aim to launch a public offer for the company. Snai is assisted by gianni origoni grippo as lawyer, while the private equity firms have hired two unnamed advisors.


PIPELINE OF ITALIAN ExPECTED DEALS


ITALY

LeAgUe TABLeS

VALUeYTD


(€m)Deal count



3 Jpmorgan 18,934 8





8 Lazard 12,643 9

9= Banco Bilbao Vizcaya Argentaria 11,107 1

9= goldman Sachs 11,107 1

9= Santander global Banking and markets 11,107 1




15 kpmg 2,722 12Source: mergermarket

VoLUme

The Financial adviser league tables by value and volume have been run from 01 January 2009 to 30 September 2009 and exclude lapsed and withdrawn deals. The tables cover all sectors andare based on the geography of either the target, bidder or seller being Italy.

YTD 30-Sep-2009

house Value (€m)

Deal count



3 kpmg 2,722 12


5 UniCredit group 2,101 11

6 Lazard 12,643 9

7 Jpmorgan 18,934 8





12 Deloitte 189 5



15 UBS Investment Bank 2,005 3Source: mergermarket


VALUeYTD


(€m)Deal count



3 Bonelli erede pappalardo 12,402 16



6 Cuatrecasas, goncalves pereira 11,107 3

7 Cleary gottlieb Steen & hamilton 3,878 9



10 d'Urso gatti e Associati Studio Legale 2,309 6


12 Studio pedersoli e Associati 1,758 8

13= machado meyer Sendacz e opice 1,656 1

13= pinheiro guimaraes Advogados 1,656 1

13= Souza, Cescon Avedissian, Barrieu e Flesch Advogados

1,656 1


VoLUme

The Legal adviser league tables by value and volume have been run from 01 January 2009 to 30 September 2009 and include lapsed and withdrawn deals. The tables cover all sectors andare based on the geography of either the target, bidder or seller being Italy.

YTD 30-Sep-2009

house Value (€m)

Deal count



3 Bonelli erede pappalardo 12,402 16




7 Studio pedersoli e Associati 1,758 8

8 Legance Studio Legale Associato 1,569 8



11 nCTm Studio Legale Associato 121 7

12 d'Urso gatti e Associati Studio Legale 2,309 6

13 Simmons & Simmons 205 6

14 grimaldi e Associati 68 6

15 Ashurst 457 4Source: mergermarket

TOP 15 LEgAL ADVISERS


ITALY

LeAgUe TABLeS

VALUe

YTD 30-Sep-2009

house Value (€m)

Deal count

1 AXA private equity 1,716 2

2 Clessidra 400 1


4 DeA Capital 100 1

5 LBo Italia 82 1

6 Sator 70 1

7 rp3 prosperity 46 1

8 orlando management 45 3

9 21 Investimenti 28 2

10 Quadrivio 28 1Source: mergermarket

VoLUme

The private equity buyout activity tables by value and volume are based on privare equity firms advising the bidder on buyout deals where the dominant geography of the target company is Italy.The tables by value and volume have been run from 01 January 2009 to 30 September 2009 and exclude lapsed and withdrawn deals.

YTD 30-Sep-2009

house Value (€m)

Deal count

1 orlando management 45 3

2 AXA private equity 1,716 2

3 21 Investimenti 28 2

4 Sviluppo Imprese Centro Italia 5 2

5 International Chemical Investors group - 2

6 Clessidra 400 1


8 DeA Capital 100 1

9 LBo Italia 82 1

10 Sator 70 1Source: mergermarket

ACTIVITY TABLE OF PRIVATE EqUITY FIRMS ON ITALIAN BUYOUTS

VALUe

YTD 30-Sep-2009

house Value (€m)

Deal count

1 pAI partners 200 1

2 Alcedo 50 1

3 mittel 46 1

4 Investitori Associati 24 1

5 master holding group 8 1Source: mergermarket

VoLUme

The private equity exit activity tables by value and volume are based on privare equity firms advising the vendor on exit deals where the dominant geography of the target company is Italy.The tables by value and volume have been run from 01 January 2009 to 30 September 2009 and exclude lapsed and withdrawn deals.

YTD 30-Sep-2009

house Value (€m)

Deal count

1 pAI partners 200 1

2 Alcedo 50 1

3 mittel 46 1

4 Investitori Associati 24 1

5 master holding group 8 1Source: mergermarket

ACTIVITY TABLE OF PRIVATE EqUITY FIRMS ON ITALIAN ExITS


ITALY

TrenD grAphS

ITALIAN M&A qUARTERLY TREND

VALUe VoLUme


0

10,000

20,000

30,000

40,000

50,000

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

valu

e (€

m)

0

30

60

90

120

150

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

volu

me

of d

eals

ITALIAN M&A qUARTERLY PRIVATE EqUITY TREND

VALUe VoLUme

0

1,000

2,000

3,000

4,000

5,000

Q309*

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

valu

e (€

m)

Italian buyouts

Italian exits

0

5

10

15

20

25

30

35

Q309*

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

volu

me

of d

eals

Italian buyouts

Italian exits


ITALY

TrenD grAphS

ITALIAN M&A ANNUAL TRENDS

VALUe VoLUme

0

20,000

40,000

60,000

80,000

100,000

120,000

YTD 2009*20082007200620052004

All Italian M&A

Italian buyouts

Italian exits

valu

e (€

bn)

0

100

200

300

400

500

YTD 2009*20082007200620052004

All Italian M&A

Italian buyouts

Italian exits

volu

me

of d

eals

ITALIAN M&A SECTOR BREAkDOwN YTD 2009

VALUe VoLUme


Financial Services

Consumer

Business Services


TMT

Construction

Leisure


Transportation

Real Estate

30.6%

3.6%2.6%

2.4%

2.0%1.0%

52.06%

1.0%

1.5%

2.4%

0.4%

24.4%

2.3%4.5%

5.7%

2.3%

6.3%

7.4%

15.9%

8.5%

9.7%

13.1%


Financial Services

Consumer

Business Services


TMT

Construction

Leisure


Transportation

Real Estate


ITALY

mID-mArkeT DeALS

TOP 10 ITALIAN ANNOUNCED MID MARkET DEALS YTD 30 SEPTEMBER 2009(€10m To €250m)





Seller company

Deal value (€m)

8-Jun-09 L management & Capitali SpA

Financial Services

mediobanca Bonelli erede pappalardo

mimoSe Studio Segre 220

1-Sep-09 p permasteelisa SpA

Construction Investindustrial SpA

Banca ImI/Intesa Sanpaolo; Credit Suisse

219

29-may-09 C UgF Banca SpA (15.47% stake)

Financial Services

UgF Assicurazioni SpA

CgIL Filt regione Lombardia; Coop estense Societa Cooperativa Sca rl; Finsoe SpA; and holmo SpA

213

25-may-09 p Saeco International group SpA

Consumer mediobanca. Advising Seller: Alvarez & marsal; Lazard

Studio Legale Lombardi molinari e Associati; Studio pedersoli e Associati. Advising Seller: Cleary gottlieb Steen & hamilton

koninklijke philips electronics nV

Lazard; UBS Investment Bank

gianni, origoni, grippo & partners; Linklaters

pAI partners SAS

200

16-mar-09 C Banca Italease SpA (69.30% stake)

Financial Services

morgan Stanley

Chiomenti Studio Legale

gruppo Banco popolare Societa Cooperativa

mediobanca Studio Legale pavesi gitti Verzoni

174

27-Jul-09 C Fantuzzi Industries Sarl (port equipment businesses)


Advising Seller: Simmons & Simmons

Terex Corporation

Alixpartners Bryan Cave; Cleary gottlieb Steen & hamilton

Fantuzzi Industries Sarl

155

17-Sep-09 p UBI Assicurazioni SpA (50% stake)

Financial Services

Advising Seller: rothschild

Advising Seller: Studio pedersoli e Associati

Bnp paribas Assurance; and Fortis Insurance nV

Bnp paribas Allen & overy; Linklaters


120

22-Apr-09 C energie Investimenti (40% stake)


Advising Seller: Studio pedersoli e Associati

gDF Suez SA pavia e Ansaldo Camfin SpA 120

27-mar-09 C Castelmac SpA; Frimont SpA; and Scotsman group


Advising Seller: Deutsche Bank; Jpmorgan

Advising Seller: Chiomenti Studio Legale; Foley & Lardner

Warburg pincus LLC

Willkie Farr & gallagher

manitowoc Company Inc

120

14-Sep-09 p gioco Digitale group SpA

Leisure Deutsche Bank

kunz Schima Wallentin; pavia e Ansaldo

Willkie Farr & gallagher LLp

Brandl & Talos; roedl & partner

115



ITALY

ITALIAN M&A qUARTERLY MID-MARkET TREND

VALUe VoLUme

0

1,000

2,000

3,000

4,000

5,000

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

valu

e (€

m)

0

10

20

30

40

50

60

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

volu

me

of d

eals


mID-mArkeT DeALS


ITALY

mID-mArkeT LeAgUe TABLeS

YTD 30-Sep-2009

house Value (€m)

Deal count

Value:

1 mediobanca 732 7

2 Lazard 549 3

3 Banca ImI/Intesa Sanpaolo 481 8



6 rothschild 233 5


8= Bank of America merrill Lynch 206 1

8= Barclays Capital 206 1

10 kpmg 202 3

Volume:

1 Banca ImI/Intesa Sanpaolo 481 8

2 mediobanca 732 7

3 rothschild 233 5


5 Lazard 549 3


7 kpmg 202 3

8 Deloitte 189 3

9 Bnp paribas 169 3


The Financial adviser league tables by value and volume have been run from 01 January2009 to 30 September 2009 and exclude lapsed and withdrawn deals. The tables cover all sectors and are based on the geography of either the target, bidder or seller being Italy

TOP 10 MID-MARkET FINANCIAL ADVISERS – ITALY(€10m To €250m)

YTD 30-Sep-2009

house Value (€m)

Deal count

Value:

1 Chiomenti Studio Legale 628 10


3 Cleary gottlieb Steen & hamilton 478 3

4 Linklaters 467 3

5 gianni, origoni, grippo & partners 318 3

6 pavia e Ansaldo 235 2


8 Studio Segre 220 1

9= Bracewell & giuliani 206 1

9= Fulbright and Jaworski 206 1

Volume:

1 Chiomenti Studio Legale 628 10

2 Bonelli erede pappalardo 126 7



5 Cleary gottlieb Steen & hamilton 478 3

6 Linklaters 467 3

7 gianni, origoni, grippo & partners 318 3


9 Simmons & Simmons 205 3

10= Dewey & LeBoeuf 133 3

10= Legance Studio Legale Associato 133 3Source: mergermarket

The Legal adviser league tables by value and volume have been run from 01 January2009 to 30 September 2009 and include lapsed and withdrawn deals. The tables cover allsectors and are based on the geography of either the target, bidder or seller being Italy

TOP 10 MID-MARkET LEgAL ADVISERS – ITALY(€10m To €250m)


BENELU

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BENELUXA mErgErmArkEt m&A rEport oN

Jumbo Supermarkten acquiring Super de Boer• on 18 September 2009, a domestic Dutch deal of €482m

was announced between two large retail stores operators, Super de Boer (formerly known as Laurus) and Jumbo Supermarkten NV, representing an offer of €4.20 per share excluding dividend withholding taxes. At the announcement, Super de Boer’s majority owner Casino, the listed French retailer holding a 57% stake, supported the offer, provided Super de Boer’s board would vote in its favour. Both Casino’s and Super de Boer’s share price jumped on the day of the announcement. the sale follows Casino’s early 2009 announcement of its intention to sell €1bn of assets by December 2010 and exit markets where it does not hold a top-two position, as well as its willingness to exit the Netherlands as part of its strategic refocusing.

• Following privately held Jumbo Supermarkten’s offer, it was rumoured that Dutch listed retailer, Ahold, had identified up to 50 stores that meet its criteria, from within the Super de Boer franchise which Jumbo would be likely to divest if its bid for the assets and liabilities of the listed Dutch retailer succeeds. As part of its general willingness to pursue bolt-on buys, Sligro, a Dutch food wholesaler, would also consider bidding for selected Super de Boer disposals should a sale of the latter’s assets and liabilities be realised.

• While Super de Boer’s shareholder Casino supports the offer in the bid announcement, a minority shareholder highlighted that the €4.2 per share offer undervalues the Amsterdam-listed retailer and that any bid for Super de Boer should offer the equivalent of at least €5 per share. the offer would have come at a time when Super de Boer’s share price was underperforming and the group had been realising low margins. the company’s exceptional status as the last available local retailer of its size, with a 6% market share, should add to its value. Furthermore, an acquisition by a large sector player should allow Super de Boer to rapidly improve its margins and this synergistic potential should be reflected in the offer price.

• the VEB however seems to be expressing cautious scepticism about the structuring and price of the offer, but emphasised that it has not yet had the opportunity to formulate a definite opinion. retailers, a VEB source said, are usually valued based on weekly revenue, corrected for the number of stores. By this criterion, the bid appears

to be approximately the correct value the target. As the offer is structured as a bid for Super de Boer’s assets and liabilities, however, it means that little information on the bid is available. Unlike with a public offer, the parties are not obliged to provide the same amount of insight into the terms of the deal. the proposed deal would on the other hand be fiscally advantageous for the buyer as it avoids write-downs on liabilities. the deal would leave Super de Boer’s holding intact while transferring assets to the acquirer and serving as a mechanism to pay a special dividend to shareholders.

• the Dutch competition authority (NmA) would want to review any merger between Super de Boer and another domestic player as such a transaction would have an effect on competition in the Netherlands. Under the EC merger regulation, deals will be notified either to the domestic competition authority or to the European Commission, depending on the turnovers of the parties. the NmA is already “looking forward to the notification” of Super de Boer/Jumbo since the greatest impact of the deal will be in the Netherlands. While potential buyers of assets to be disposed of as a result of the tie-up are already queuing up, the NmA cannot give a verdict on the outcome of the competition review until a filing has been made and the authority has investigated the matter. the competition watchdog will, however, be familiar with the sector after having investigated several mergers involving market leader Ahold. It was pointed out that an eventual joint rival bid by Dutch supermarkets Schuitema and Sperwer group, should it become concrete, may have to be notified to the European Commission. Indeed, Schuitema is owned by private equity house CVC and the transaction would likely meet the turnover threshold for notification to Brussels. Should such a scenario occur, however, the NmA would also seek to look at the transaction because of its impact on the Dutch market.

• Local sector players Schuitema and Sperwer group could indeed become potential counterbidders to Jumbo. Schuitema and Super de Boer offer appropriate mutual synergies, and Super de Boer is the last target of its type in Holland. Sperwer, the privately-held Dutch supermarket proposing to bid for Amsterdam-listed peer Super De Boer, would not have much due diligence left to do, since like Jumbo it carried out a lot of public due diligence prior to proposing its €4.5 per share offer. It should only take two to three weeks for the rest of the due


BENELU

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diligence to be completed. Jumbo would in the meantime also have agreed to sell on 80 Super de Boer stores to Schuitema should its bid succeed. Sperwer might even have been in talks with Schuitema about a coordinated bid. An moU could have been signed and only a few last points needed to be finalized when Schuitema teamed up with Jumbo instead. Super de Boer’s smaller stores suit the format of Schuitema’s C1000 supermarkets, while Jumbo seeks to acquire Super de Boer’s largest stores. Sperwer’s proposed public offer for Super de Boer’s share capital, being more transparent in character, would however benefit the latter’s minority shareholders more than Jumbo’s offer for its assets.

Solvay’s pharmaceutical division’s auction coming to an end.• As largest European m&A transaction and third largest

global transaction, September saw the offer by Abbott Laboratories, the US based health care company, for a 100% acquisition of Solvay pharmaceuticals SA, the Belgium based pharmaceutical company, from Solvay SA, the Belgium based chemicals and pharmaceuticals company, for a cash consideration of €4.5bn. Further payments of up to €300m will also be made depending on certain sales targets between 2011 and 2013.

• Abbott’s acquisition reflects its interest and strategy to diversify its pharmaceutical portfolio and expand its presence in key high-growth emerging markets, as Solvay brings capabilities in some of the emerging European countries. the acquisition includes Solvay’s vaccines business, and full global rights to the fenofibrate franchise. the acquisition will also add around $500m to Abbott’s annual pharmaceutical r&D investment. Solvay pharmaceuticals had revenues of €2.7bn in 2008, and employs more than 9,000 people worldwide. the transaction has been approved by the boards of directors of both companies but is subject to customary closing conditions and regulatory approvals and is expected to close in the first quarter of 2010. takeda pharmaceutical Company Ltd, the Japan based research oriented global pharmaceutical company, Nycomed, the privately-held Switzerland based pharmaceutical company, as well as another mystery suitor were potential buyers as well.

The Benelux Financial Services sector still searching for best equilibrium• Fortis Holding is studying the best way to simplify the

current legal structure of the group. It has taken a number of initiatives to manage the legacy issues and adjust its structure and balance sheet to the requirements of a focused insurance group. In that context a public offer by Fortis Finance on the t1bn of outstanding debt under the European medium term Notes (EmtN) programme and the Inflation Linked Notes was announced on 24 September. these financing structures (including the Notes) are no longer in line with the new objectives of the general Account. the public offer will be made at the same price as the early redemption procedure that Fortis Holding announced on 8 December 2008. Fortis Holding has also decided not to take up a €760m tranche of the €1bn loan facility provided by BNp paribas Fortis Bank, with a guarantee of the Belgian state, to refinance the acquisition of the equity stake in royal park Investments. Fortis Holding’s capital structure is sufficiently sound for Fortis Holding not to rely any more on financial support from the Belgian State, especially as such support relates to funding of a relatively short tenure.

• kBC group, a Belgian banking firm, has yet to decide whether or not to sell its Uk-based brokerage division kBC peel Hunt. kBC has not made a final decision regarding peel Hunt, or any other of its divisions, but it is assessing all of its options. An mBo team led by peel Hunt CEo Simon Hayes, a bank, a rival brokerage or a private equity house would be the various possible buyers of the division if it were to be placed up for sale. the bank would be committed to submitting a letter to the European Commission regarding its strategic review being undertaken. kBC has borrowed around €7bn from the Belgian government. peel Hunt was acquired by kBC for gBp 218.5m in 2000.

• Julius Baer, the listed Swiss bank, remains open to discussions with INg on the possible acquisition of private banking subsidiaries of the listed Dutch bank. According to earlier reports, INg is thought to have garnered five bids for its Asian private banking operations and three bids for its operations in Switzerland. the reports said bidders are believed to include HSBC, DBS and Julius Baer. INg would be expecting to divest some 10 to 15 businesses units within three to five years, raising total proceeds of €6bn to €8bn.


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DEAL oF tHE moNtH

Target: Skype technologies SA (65% stake) Announced: 01 September 2009

Bidder: Silver Lake partners; Index Ventures; Andreessen Horowitz; and Canada pension plan Investment Board

Deal value: €1,424m

Seller: eBay Inc Deal nature: Cross border, IBI, private, transatlantic

• An investor group led by Silver Lake partners and including Index Ventures, Andreessen Horowitz and the Canada pension plan Investment Board has agreed to acquire a 65% stake in Skype technologies S.A. from eBay Inc.

• Skype technologies S.A., the Luxembourg based company headquartered in Luxembourg, is a global Internet communications company. eBay Inc, the listed US based company headquartered in San Jose, California, is an online trading community, combining traditional auction operations with fixed-price trading. Silver Lake partners, the US based company headquartered in menlo park, California, is a private equity firm focused on technology and technology related industries. Andreessen Horowitz, the US based company headquartered in menlo park, California, is a venture capital firm. Index Ventures, the Switzerland based company headquartered in geneva, is a private equity firm. Canada pension plan Investment Board, the Canada based company headquartered in toronto, ontario, is an investment management firm.

TeRMS: • the total consideration consists of $2.03bn, valuing the

total outstanding share capital at approximately $3.12bn.

• eBay is expected to be paid approximately $1.9bn in cash.

• In addition, it will also receive a note in the principal amount of $125m.

RATionAle:• the transaction is in line with Skype’s growth strategy as

the company is expected to benefit from the technological and management expertise of the investor group. In addition, eBay will receive cash up-front, while retaining a minority stake in the company. Also, Skype did not have synergies with eBay’s e-commerce and online payments businesses. As a separate company, it will have the required focus to compete effectively in online voice and video communications sectors. Finally, the transaction delivers value to eBay and its stockholders, without the possible delays and market risk of an Ipo.

PoST DeAl DeTAilS:• eBay will retain an approximate 35% stake in Skype. the

transaction is not subject to a financing condition.

TeRMinATion Fee:• If the bidder fails to satisfy a closing condition, eBay will

receive $300m.

exPecTeD coMPleTion:• the transaction is expected to close in the fourth quarter

of 2009.

conDiTionS:• receipt of required approvals from antitrust or competition

authorities

• No settlement of the pending litigation with Joltid Limited having been effected without the consent of the bidder

• other customary closing conditions.

BAckgRounD:• eBay acquired Skype for a total consideration of $2.6bn

in September 2005. In April 2009, eBay announced plans to separate Skype from the company, beginning with an Ipo in 2010. As eBay made preparations for an Ipo, the company said it would consider bids for Skype that offered an attractive valuation.

• In 2008, Skype generated revenues of $551m, a 44% increase compared to 2007. registered Skype users reached 405m by the end of 2008, a 47% increase from 2007


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DEAL oF tHE moNtH

Advisers


Financial goldman Sachs Financial rBC Capital marketsJpmorganBarclays Capital

legal Clifford Chancegibson Dunn & Crutcher (Advising goldman Sachs)Sidley AustinDewey & LeBoeuf

legal michael SilverleafCravath Swaine & mooreSimpson thacher & BartlettSullivan & CromwellBird & Birdo’melveny & myersFenwick & West

PR Brunswick group PR Edelman

Sources of funding

equity provider Amount (€m) Stake Debt provi der Terms

Andreessen Horowitz n/a n/d Barclays Capital part of USD 600m loan. As of 15 September 2009 with a maturity of 5 years, LIBor + 500bps - 550bps, with LIBor floor and 3 point oID.

Index Ventures n/a n/d Jpmorgan part of USD 600m loan. As of 15 September 2009 with a maturity of 5 years, LIBor + 500bps - 550bps, with LIBor floor and 3 point oID.

Silver Lake partners n/a n/d rBC Capital markets Inc

part of USD 600m loan. As of 15 September 2009 with a maturity of 5 years, LIBor + 500bps - 550bps, with LIBor floor and 3 point oID.

exit multiples - Y/e 31/12/2008 Premium analysis

Multiples Value ($m) offer price per share ($)

Revenue 5.7x 387.37 1 day before

eBiTDA 1 month before

eBiT 1 day after

earnings Pre-rumour

mergermarket/dealReporter intelligence

09-Sep-09 Skype candidate for joint venture with big telecoms, source says


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ToP 15 Benelux AnnounceD DeAlS FoR YTD 30 SePTeMBeR 2009Announced Status Target company Sector Bidder company Seller company exit multiples (x) Bid premia


(€m)Revenue eBiTDA P/e

23-Feb-09 C Nuon NV Energy, mining & Utilities

Vattenfall AB 1.8 14.4 20.7 - 8,500


rWE Ag - 7,300

28-Sep-09 p Solvay pharmaceuticals SA



22-Jan-09 C kBC group NV (Undisclosed economic interest)

Financial Services

government of the Flemish region

n/a n/a (loss) - 2,000

1-Sep-09 p Skype technologies S.A. (65% stake)

tmt Andreessen Horowitz; Canada pension plan Investment Board; Index Ventures; and Silver Lake partners

eBay Inc 5.7 - 1,424

12-may-09 p Leaseplan Corporation NV (50% stake)

Financial Services

Fleet Investments BV Volkswagen Ag 3.3 18.1 12.8 - 1,300

25-Sep-09 p Sara Lee (global body care and European detergents businesses)

Consumer Unilever plc Sara Lee Corporation

1.7 10.0 - 1,275

23-Jan-09 C Cegedel SA (82.82% stake)


Soteg SA Luxempart-Energie SA; and State of Luxembourg

2.9 29.1 12.2% 848

24-Jun-09 C Eriks group NV Industrials & Chemicals

SHV Holdings NV 0.7 7.4 9.8 1.1% 762

6-may-09 C oranje-Nassau Energie BV


Dyas Uk Limited; oNH BV; and Sumitomo Corporation

oranje-Nassau groep BV

1.6 9.3 - 609

23-Jul-09 p AEg power Solutions BV


germany1 Acquisition Limited

ripplewood Holdings LLC

1.7 9.6 16.9 - 582

18-Sep-09 p Super de Boer NV Consumer Jumbo Supermarkten BV guichard perrachon & Cie SA (Casino group)

0.3 11.0 16.8 20.3% 563

20-may-09 L total raffinaderij Nederland N.V. (45% stake)


Valero Energy Corporation

Dow Benelux BV; and Dow Europe gmbH

- 526

23-Jan-09 C UCB S.A (product portfolio)


glaxoSmithkline plc UCB SA - 515

19-Jun-09 C total raffinaderij Nederland NV (45% stake)


Lukoil oAo total SA 235.8 - 431


top DEALS


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top DEALS

ToP 5 Benelux AnnounceD DeAlS oF The MonTh (SePTeMBeR 2009)Announced Status Target company Sector Bidder company Seller company exit multiples (x) Bid premia


Revenue eBiTDA P/e




1-Sep-09 p Skype technologies S.A. (65.00% stake)

tmt Andreessen Horowitz; Canada pension plan Investment Board; Index Ventures; and Silver Lake partners

eBay Inc 5.7 - 1,424


Consumer Unilever plc Sara Lee Corporation

1.7 10.0 - 1,275

18-Sep-09 p Super de Boer NV Consumer Jumbo Supermarkten BV guichard perrachon & Cie SA (Casino group)

0.3 11.0 16.8 20.3% 563

28-Sep-09 p Crucell NV (18% stake)


JHC Nederland B.V. 6.1 45.2 94.0 27.5% 302

14-Aug-09 C rutges Cargo BV transport Wallenborn transports SA

Wim Bosman group

-

11-Aug-09 p robein Leven NV Financial Services

Van Lanschot NV Eric reintjens (private Investor)

n/a n/a -

3-Aug-09 C Darwind BV Industrials & Chemicals

Hunan Hara XEmC Windpower Co Ltd

Econcern BV -



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ToP 5 BelgiuM AnnounceD DeAlS FoR YTD 30 SePTeMBeR 2009Announced Status Target company Sector Target/seller

financial adviserTarget/seller legal adviser






Advising Seller: Citigroup; Deutsche Bank; morgan Stanley; rothschild

Advising Seller: Freshfields Bruckhaus Deringer

Abbott Laboratories

Barclays Capital

Baker & mckenzie; Cleary gottlieb Steen & Hamilton; gibson Dunn & Crutcher (Advising Barclays Capital)

Solvay SA 4,500

22-Jan-09 C kBC group NV (Undisclosed economic interest)

Financial Services

Eubelius; Linklaters

government of the Flemish region

petercam Herbert Smith/gleiss Lutz/Stibbe

2,000

23-Jan-09 C UCB S.A (product portfolio)


glaxoSmithkline plc

goldman Sachs

Allen & gledhill; Freshfields Bruckhaus Deringer; LCS & partners; NautaDutilh; Slaughter and may

UCB SA 515

2-Feb-09 p De post - La poste (24.90% stake)

transport Advising seller: rothschild

Advising seller: plesner

CVC Capital partners Limited

gorrissen Federspiel; Linklaters

post Danmark A/S

373

15-Jun-09 C Alpro NV Consumer Advising Seller: Bank Degroof; INg; kBC Securities; royal Bank of Scotland group

Advising Seller: Herbert Smith/gleiss Lutz/Stibbe

Dean Foods Company

rabobank; rothschild

Eubelius; Skadden Arps Slate meagher & Flom

Vandemoortele NV

325



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ToP 5 neTheRlAnDS AnnounceD DeAlS FoR YTD 30 SePTeMBeR 2009Announced Status Target company Sector Target/seller financial

adviserTarget/seller legal adviser




23-Feb-09 C Nuon NV Energy, mining & Utilities

Deloitte; goldman Sachs; INg; kpmg; Sequoia

Allen & overy; Covington & Burling; Herbert Smith/gleiss Lutz/Stibbe; NautaDutilh; Sullivan & Cromwell (Advising goldman Sachs)

Vattenfall AB Bank of America merrill Lynch; NIBC Bank; rothschild; royal Bank of Scotland group

Linklaters 8,500


Citigroup; Deloitte; Deutsche Bank; Lazard

De Brauw Blackstone Westbroek; Freshfields Bruckhaus Deringer; Simmons & Simmons

rWE Ag Jpmorgan Cravath Swaine & moore; Hengeler mueller; Linklaters; Norton rose

7,300

12-may-09 p Leaseplan Corporation NV (50% stake)

Financial Services

Advising Seller: Citigroup

Advising Seller: Houthoff Buruma; Loyens & Loeff

Fleet Investments BV

metzler Corporate Finance

CmS Volkswagen Ag

1,300


Consumer Advising Seller: goldman Sachs

Advising Seller: Freshfields Bruckhaus Deringer

Unilever plc Jpmorgan Bonelli Erede pappalardo; Slaughter and may

Sara Lee Corporation

1,275

24-Jun-09 C Eriks group NV Industrials & Chemicals

meespierson De Brauw Blackstone Westbroek

SHV Holdings NV INg Allen & overy 762



BENELU

X

EXpECtED DEALS




value (€m)

comments

Expected Deal Hansen transmissions International NV


gamesa Corporacion tecnologica SA; United technologies Corporation; or Vestas Wind Systems A/S

720 Suzlon Energy would be interested in wind energy majors - gamesa of Spain, and Denmark-based Vestas for a stake sale in its Uk-listed Belgian subsidiary, Hansen transmissions. the deal for Suzlon’s entire 61% stake in Hansen would likely be valued in excess of USD 1bn.

Expected Deal Draka Holding NV tmt prysmian Cables & Systems

Jpmorgan (t); Banca ImI/Intesa Sanpaolo (B)

548 prysmian and Draka are aiming to announce the terms of their planned merger within the next three weeks.

rumoured takeover target

ontex NV Consumer kimberly-Clark Corporation; mcBride plc; procter & gamble Company; Svenska Cellulosa Aktiebolaget SCA; or paul Hartmann Ag

Candover Investments plc

- ontex, the Candover (of Belgium)-owned manufacturer of private label nappies and feminine hygiene products, could be a midterm target on the background on Candover headwinds.


PiPeline oF Benelux exPecTeD DeAlS


BENELU

X

LEAgUE tABLES

VALUEYTD


(€m)Deal count





5 INg 13,186 26

6 Jpmorgan 11,740 12

7 Lazard 10,832 13


9 NIBC Bank 9,063 3


11 Sequoia 8,570 2



14 kpmg 5,608 28

15 Deloitte 3,361 20Source: mergermarket

VoLUmE

the financial adviser league tables by value and volume have been run from 01 January 2009 to 30 September 2009 and exclude lapsed and withdrawn deals. the tables cover all sectors andare based on the geography of either the target, bidder or seller being Benelux.

YTD 30-Sep-2009

house Value (€m)

Deal count

1 kpmg 5,608 28

2 INg 13,186 26

3 Deloitte 3,361 20




7 Lazard 10,832 13









ToP 15 FinAnciAl ADViSeRS

VALUEYTD


(€m)Deal count





5 NautaDutilh 11,675 18


7 Covington & Burling 8,500 1


9 Norton rose 7,410 7

10 Simmons & Simmons 7,300 7





15 Baker & mckenzie 4,710 9Source: mergermarket

VoLUmE

the legal adviser league tables by value and volume have been run from 01 January 2009 to 30 September 2009 and include lapsed and withdrawn deals. the tables cover all sectors andare based on the geography of either the target, bidder or seller being Benelux.

YTD 30-Sep-2009

house Value (€m)

Deal count



3 Loyens & Loeff 2,490 24



6 NautaDutilh 11,675 18


8 Houthoff Buruma 2,594 18

9 CmS 2,299 14

10 DLA piper 1,271 10




14 Eubelius 1,533 8

15 Norton rose 7,410 7Source: mergermarket

ToP 15 legAl ADViSeRS


BENELU

X

LEAgUE tABLES

VALUE

YTD 30-Sep-2009

house Value (€m)

Deal count


1= Index Ventures 1,424 1

1= Silver Lake partners 1,424 1

4 CVC Capital partners 373 1

5 Cyrte Investments 200 1

6 Waterland private Equity Investments 86 2

7 BS private Equity 54 1

8 Afinum management 25 1

9 gimv 24 3

10 Limburgse reconversie maatschappij 17 2

15 Updata partners 9 1Source: mergermarket

VoLUmE

the private equity buyout activity tables by value and volume are based on private equity firms advising the bidder on buyout deals where the dominant geography of the target company is Benelux. the tables by value and volume have been run from 01 January 2009 to 30 September 2009 and exclude lapsed and withdrawn deals.

YTD 30-Sep-2009

house Value (€m)

Deal count

1 gimv 24 3

2 Fortis private Equity 14 3

3 Npm Capital 0 3

4 Waterland private Equity Investments 86 2

5 Limburgse reconversie maatschappij 17 2

6 H2 Equity partners 12 2


7= Index Ventures 1,424 1

7= Silver Lake partners 1,424 1

10 CVC Capital partners 373 1Source: mergermarket

AcTiViTY TABle oF PRiVATe equiTY FiRMS on Benelux BuYouTS

VALUE

YTD 30-Sep-2009

house Value (€m)

Deal count

1 ripplewood Holdings 582 1


3 Luxempart 187 1

4 tpg Capital 160 1

5 gimv 156 1Source: mergermarket

VoLUmE

the private equity exit activity tables by value and volume are based on private equity firms advising the vendor on exit deals where the dominant geography of the target company is Benelux.the tables by value and volume have been run from 01 January 2009 to 30 September 2009 and exclude lapsed and withdrawn deals.

YTD 30-Sep-2009

house Value (€m)

Deal count

1 Npm Capital 0 2

2 ripplewood Holdings 582 1


4 Luxempart 187 1

5 tpg Capital 160 1Source: mergermarket

AcTiViTY TABle oF PRiVATe equiTY FiRMS on Benelux exiTS


BENELU

X

trEND grApHS

Benelux M&A quARTeRlY TRenD

VALUE VoLUmE

0

20,000

40,000

60,000

80,000

100,000

120,000

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

valu

e (€

m)

0

30

60

90

120

150

180

Q3 09

Q209

Q109

Q408

Q308

Q208

Q1 08

Q407

Q307

Q207

Q107

Q406

Q306

Q2 06

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

volu

me

of d

eals

Benelux M&A quARTeRlY PRiVATe equiTY TRenD

VALUE VoLUmE

0

2,000

4,000

6,000

8,000

10,000

12,000

14,000

16,000

18,000

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q 07

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

valu

e €m

Benelux buyouts

Benelux exits

0

5

10

15

20

25

30

35

40

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

volu

me

of d

eals

Benelux buyouts

Benelux exits



BENELU

X

trEND grApHS

Benelux M&A AnnuAl TRenDS

VALUE VoLUmE

0

50

100

150

200

YTD 2009*20082007200620052004

All Benelux M&A

Benelux buyouts

Benelux exits

valu

e (€

bn)

0

100

200

300

400

500

600

YTD 2009*20082007200620052004

volu

me

of d

eals

All Benelux M&A

Benelux buyouts

Benelux exits

Benelux M&A SecToR BReAkDown YTD 2009

VALUE VoLUmE


Consumer

Business Services

TMT

Financial Services



Transportation

Construction

Leisure

Real Estate

7.1%

5.6%

10.6%

2.5%

53.7%

15.2%

1.5%0.1%

0.1%

3.2%

0.4%

22.2%

14.5%

12.1%10.5%

8.9%

7.3%

7.3%

6%

4.8%3.2%

2%1.2%


Consumer

Business Services

TMT

Financial Services



Transportation

Construction

Leisure

Real Estate

Agriculture


BENELU

X

mID-mArkEt DEALS

ToP 10 Benelux AnnounceD MiD MARkeT DeAlS FoR YTD 30 SePTeMBeR 2009(€10m to €250m)






24-Apr-09 C Bol.Com BV tmt Advising Seller: goetzpartners

Allen & overy; Advising Seller: CmS

Cyrte Investments BV

goldman Sachs; kpmg

Hengeler mueller; Loyens & Loeff

Holtzbrinck Networks gmbH; and Verlagsgruppe Weltbild gmbH

200

23-Jan-09 C Cegedel SA (17.18% stake)


Bank Degroof; Credit Suisse

Allen & overy; Linklaters

Soteg SA morgan Stanley; Sal. oppenheim jr. & Cie.

189

23-Jan-09 C Luxempart-Energie SA (51% stake)


Advising Seller: Bank Degroof

rWE Energy Ag

Linklaters Luxempart SA 187

29-Apr-09 C Vredestein Banden BV


Advising Seller: rothschild

Houthoff Buruma; Advising Seller: Daniëls Huisman Advocaten Notaris; Desai & Diwanji; Freshfields Bruckhaus Deringer; NautaDutilh

Apollo tyres Ltd

Nomura Holdings

CmS Amtel Vredestein N.V

175

29-may-09 C gemalto NV (8% stake)

tmt Advising Seller: Cleary gottlieb Steen & Hamilton

FSI Freshfields Bruckhaus Deringer

tpg Capital Lp 160

3-Jun-09 C metris NV Industrials & Chemicals

INg; Jefferies & Company

Clifford Chance; Advising Seller: Baker & mckenzie

Nikon Corporation

BNp paribas; mitsubishi UFJ Securities Co

morrison & Foerster

gimv NV 156

23-may-09 C pCm Uitgevers NV (57% stake)

tmt INg; Advising Seller: Nielen Schuman

Herbert Smith/gleiss Lutz/Stibbe; Advising Seller: Houthoff Buruma

De persgroep NV

Internal Allen & overy Stichting Democratie en media

130

28-Jul-09 p Euroports Sarl (34% stake)

transport Bank Degroof Linklaters Antin Infrastructure partners SAS; and Arcus European Infrastructure Fund I

120

17-Jul-09 C Efes Breweries International NV (29.78% stake)

Consumer Jpmorgan Cazenove

Norton rose Anadolu Efes Biracilik ve malt Sanayii AS

rothschild Dewey & LeBoeuf; Houthoff Buruma

99

24-Feb-09 C Dera Holding NV; g Adams pastry; and prima SA


gide Loyrette Nouel

kerry group plc

Blake Lapthorn ; Loyens & Loeff

98



BENELU

X

Benelux M&A quARTeRlY MiD-MARkeT TRenD

VALUE VoLUmE

0

500

1,000

1,500

2,000

2,500

3,000

3,500

4,000

Q3 09

Q2 09

Q1 09

Q4 08

Q3 08

Q208

Q108

Q4 07

Q307

Q2 07

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q1 05

Q404

Q304

Q204

Q104

valu

e (€

m)

0

10

20

30

40

50

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

volu

me

of d

eals


mID-mArkEt DEALS


BENELU

X

mID-mArkEt LEAgUE tABLES

YTD 30-Sep-2009

house Value (€m)

Deal count

Value:


2 Lazard 915 6


4 INg 606 8

5 rothschild 520 4

6 Bank Degroof 496 3

7 Jpmorgan 464 5


9 kpmg 433 5

10 Deloitte 348 6

Volume:

1 INg 606 8


3 Lazard 915 6


5 Deloitte 348 6

6 Jpmorgan 464 5

7 kpmg 433 5

8 royal Bank of Scotland group 260 5

9 rothschild 520 4


the financial adviser league tables by value and volume have been run from 01 January2009 to 30 September 2009 and exclude lapsed and withdrawn deals. the tables cover allsectors and are based on the geography of either the target, bidder or seller being Benelux.

ToP 10 MiD-MARkeT FinAnciAl ADViSeRS – Benelux(€10m to €250m)

YTD 30-Sep-2009

house Value (€m)

Deal count

Value:




4 CmS 411 3

5 Houthoff Buruma 404 3



8 Loyens & Loeff 352 3

9 De Brauw Blackstone Westbroek 302 4

10 mcCann Fitzgerald 301 2

Volume:




4 De Brauw Blackstone Westbroek 302 4

5 Eubelius 208 4

6 CmS 411 3

7 Houthoff Buruma 404 3

8 Loyens & Loeff 352 3

9 Dewey & LeBoeuf 279 3

10 NautaDutilh 275 3Source: mergermarket

the legal adviser league tables by value and volume have been run from 01 January2009 to 30 September 2009 and include lapsed and withdrawn deals. the tables cover allsectors and are based on the geography of either the target, bidder or seller being Benelux.

ToP 10 MiD-MARkeT legAl ADViSeRS – Benelux(€10m to €250m)

IBERIA

IBERIAA mERgERmARkEt m&A REpoRt on


The end of the road for Portugal Telecom’s ambitions as Ongoing Strategy bids for Media Capital; a sign of relief for Prisa• the portuguese telecom giant, portugal telecom,

has been looking for the opportunity to acquire the portuguese broadcasting group, grupo media Capital. the negotiations between portugal telecom and promotora de Informaciones (prisa), the Spanish media group and controlling shareholder of media Capital, started late in June 2009 and were seen by the media as a pre-emptive strike to prevent portugal telecom’s Spanish rival telefonica from making a similar move. While on the vendor’s side, prisa is carrying €5bn of outstanding debt and has a large incentive to close a deal as soon as possible.

• If an agreement reached had completed, it was estimated that portugal telecom would take a 30% stake in media Capital for €150m and may include an option for portugal telecom to acquire the remaining stake from prisa, who own just under 95% of the company. other forms of investment in media Capital were also discussed besides a straightforward stake acquisition.

• During negotiations, the portuguese prime minister Jose Socrates announced that the government, one of portugal telecom’s shareholders, would vote against any form of investment in media Capital, setting themselves firmly against the proposed acquisition. However, Lisbon’s resistance doesn’t appear to have been the major stumbling block in creating what would have been a telecom and media powerhouse in portugal, but price and competition.

• In late September, ongoing Strategy, an investment company belonging to mr nuno Rocha dos Santos de Almeida e Vasconcellos, the fifth generation of the Rocha dos Santos family, founders and once controlling shareholders of the portuguese industrial conglomerate, grupo SnS, agreed to acquire a 35% stake in media Capital from prisa. the offer, at a price of €4.14 per share, values the transaction at around €122m and is considered by commentators as a bargain considering that portugal telecom would have had to of paid €28m more for the stake back in June.

• the acquisition triggers a mandatory offer and ongoing Strategy has offered €4.26 per share for the remaining shares, valuing the whole equity at about €350m.

• If the transaction were to succeed, it would be a blow to portugal telecom in its quest to enter the tV broadcasting business and diversify revenue streams, but has set prisa’s divestiture programme back on track.


IBERIA

DEAL of tHE montH

Target: grupo media Capital SgpS (65% stake) Announced: 28 September 2009

Bidder: ongoing Strategy Investments Deal value: €376m

Seller: Deal nature: Domestic, public

DESCRIPTION• ongoing Strategy Investments, the portugal based

investment company owned by the Rocha dos Santos family, has launched a mandatory offer for the remaining 65% in grupo media Capital SgpS, the listed portugal based media group, for an offer price of €4.26 per share.

• the offer comes as a result of ongoing Strategy’s 35% stake acquisition in grupo media from promotora de Informaciones, the listed Spain based media group.

• Under the terms of the agreement, ongoing Strategy will acquire 54,933,567 grupo media shares. the offer price values the entire share capital at €360.03m.

• the offer price represents a premium of 6.5% over grupo media’s closing price of €4 per share as on 25 September 2009, the last trading day prior to the announcement, and a premium of 12.1% over grupo media’s closing share price of €3.8 as on 28 August 2009, one month prior to the announcement.

• the offer price is also at a premium of 2.9% over ongoing Strategy’s offer price per share of €4.14 in the stake acquisition.

Advisers


Financial Financial Banco Espirito Santo de Investimento

Legal Legal Rui pena, Arnaut & Associados

PR Financial -


30-Sep-09 prisa rules out tendering into media Capital mandatory bid


Multiples Value (€m) Offer price per share (€) 4.26

Revenue 1.7x 287.37 1 day before 6.5%

EBITDA 9.5x 52.7 1 month before 12.11%

EBIT 13x 38.53 1 day after -6.37%

Earnings 0.2x 20.42 Pre-rumour -


IBERIA

TOP 15 IBERIAN ANNOuNCED DEALS YTD SEPTEMBER 2009 Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia



20-feb-09 C Endesa SA (25.01% stake)


Enel SpA Acciona SA 2.7 8.5 18.6 76.0% 11,107

31-Jul-09 p grupo ferrovial SA Construction Cintra Concesiones de Infrastructuras de transporte, SA

0.4 2.1 (loss) -21.5% 5,796

20-feb-09 p Endesa SA (renewable energy generation assets)


Acciona SA Endesa SA - 2,890

31-mar-09 C Compania Espanola de petroleos SA (32.50% stake)


International petroleum Investment Company

Banco Santander, SA

0.5 14.3 32.1 4.8% 2,870

30-Jan-09 C metrovacesa S.A. (65.43% stake)

Real Estate Banco Bilbao Vizcaya Argentaria SA; Banco de Sabadell, SA; Banco Espanol de Credito SA; Banco popular Espanol, SA; Banco Santander, SA; and Caja de Ahorros y monte de piedad de madrid

7.1 (loss) (loss) 52% 2,601

29-Apr-09 C france telecom Espana SA (18.20% stake)

tmt france telecom SA Banco Santander, SA; Caja de Ahorros del mediterraneo; Credit Suisse group Ag; Deutsche Bank Ag; and Unicaja

- 1,374

26-Jun-09 C Cintra Aparcamientos SA (99.92% stake)

Construction Ahorro Corporacion Desarrollo SgECR SA; A Silva & Silva SgpS SA; Banco Espirito Santo de Investimento; Espirito Santo Capital SA; and Brisa-Auto Estradas de portugal SA

Cintra Concesiones de Infrastructuras de transporte, SA

2.7 9.6 - 451

31-mar-09 C Compania Espanola de petroleos SA (5% stake)


International petroleum Investment Company

Union fenosa SA 0.5 14.3 32.1 4.8% 442

30-Apr-09 p Linea Directa Aseguradora SA (50% stake)

financial Services

Bankinter, SA Royal Bank of Scotland group plc

n/a n/a 11.9 - 426

28-Sep-09 p grupo media Capital SgpS (65% stake)

tmt ongoing Strategy Investments

1.7 9.5 0.2 6.5% 376

20-Jul-09 p gas natural SDg SA (Electricity Supply Business to Domestic Clients); and gas natural SDg SA (gas Distribution Assets)


naturgas Energia groupo SA

gas natural SDg SA

- 330

23-Apr-09 C Union fenosa SA (4.78% stake)


gas natural SDg SA 1.9 5.9 5.3 -45.9% 320

18-mar-09 C three solar photovoltaic plants in Spain (85% stake)


HgCapital Renewable power partners fund

360 Corporate; and AIg financial products Corporation

- 255

2-Jul-09 C Indra Sistemas SA (10% stake)

tmt Corporacion financiera Alba SA

Union fenosa SA 1.1 10.6 13 -4.2% 246

1-Jul-09 p Bahia de Bizkaia gas (25% stake); and Saggas (30% stake)


RREEf Infrastructure Iberdrola SA - 200


top DEALS


IBERIA

top DEALS

TOP 5 IBERIAN ANNOuNCED DEALS OF ThE MONTh (SEPTEMBER 2009)Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia





1.7 9.5 0.2 6.5% 376



promotora de Informaciones SA

1.7 9.3 0.2 3.5% 122

10-Sep-09 p portAventura (50% stake)

Leisure Investindustrial SpA Criteria CaixaCorp SA

- 95

29-Sep-09 p Citibank portugal (portuguese credit card business)

financial Services

Barclays portugal Citibank portugal

n/a n/a - 68

24-Sep-09 p Biocarburantes Castilla y Leon SA (50% stake)


Abengoa SA grupo Ebro puleva SA

- 49



IBERIA

ExpECtED DEALS




value (€m)

Comments


grupo mahou-San miguel

Consumer San miguel Corporation

3,460 San miguel Corporation could make a bid for San miguel in Spain owned by mahou-San miguel, should the company be put on the selling block, San miguel Corporation president Ramon Ang said.


Digital plus tmt mediaset SpA HSBC (S); morgan Stanley (S)

promotora de Informaciones SA

2,500 Reports suggest that mediaset could be interested in buying Spanish channel Digital+ or in exploring a possible "integration” between telecinco and Cuatro, owned by prisa. mediaset is the major shareholder in Spanish tV broadcaster telecinco.


La Seda de Barcelona, SA


BA Vidro S.A. Close Brothers group (t)

600 La Seda: BA Vidro chairman hopeful of becoming largest shareholder with stake below 30%; debt-to-equity swap also on table


PIPELINE OF IBERIAN ExPECTED DEALS


IBERIA

LEAgUE tABLES

VALUEYTD


(€m)Deal count



3 Lazard 17,614 9

4 Jpmorgan 14,929 6










14 Commerzbank 2,913 2

15 Banco Espirito Santo de Investimento 1,722 13Source: mergermarket

VoLUmE

the financial adviser league tables by value and volume have been run from 1 January 2009 to 30 September 2009 and exclude lapsed and withdrawn deals. the tables cover all sectors andare based on the geography of either the target, bidder or seller being Iberia

YTD 30-Sep-2009

house Value (€m)

Deal count

1 Banco Espirito Santo de Investimento 1,722 13



4 Lazard 17,614 9

5 Deloitte 278 8










15 Close Brothers group 35 5Source: mergermarket


VALUEYTD


(€m)Deal count





5 freshfields Bruckhaus Deringer 14,095 15

6 Bonelli Erede pappalardo 13,768 2



9 Araoz & Rueda 5,837 4


11 gomez-Acebo & pombo Abogados 3,610 11

12 CmS 2,936 3

13 Vialegis 2,601 1


15 gide Loyrette nouel 800 1Source: mergermarket

VoLUmE

the legal adviser league tables by value and volume have been run from 1 January 2009 to 30 September 2009 and include lapsed and withdrawn deals. the tables cover all sectors andare based on the geography of either the target, bidder or seller being Iberia

YTD 30-Sep-2009

house Value (€m)

Deal count




4 garrigues 744 14



7 Deloitte & touche Legal 404 10

8 kpmg Abogados 375 9




12 Raposo Bernardo & Associados 222 5

13 pricewaterhouseCoopers legal 190 5

14 Araoz & Rueda 5,837 4

15 CmS 2,936 3Source: mergermarket

TOP 15 LEgAL ADVISERS


IBERIA

LEAgUE tABLES

VALUE

YTD 30-Sep-2009

house Value (€m)

Deal count

1 Ahorro Corporacion Desarrollo 479 2


3 HgCapital 290 2

4 Corporacion financiera Alba 246 1

5 talde group 100 3

6= mercapital 100 1

6= partners group Holding 100 1

6= proA Capital de Inversiones 100 1

9 Investindustrial 95 1

10 tandem Capital 21 1Source: mergermarket

VoLUmE

the private equity buyout activity tables by value and volume are based on private equity firms advising the bidder on buyout deals where the dominant geography of the target company is Iberiathe tables by value and volume have been run from 1 January 2009 to 30 September 2009 and exclude lapsed and withdrawn deals

YTD 30-Sep-2009

house Value (€m)

Deal count

1 talde group 100 3

2 Ahorro Corporacion Desarrollo 479 2

3 HgCapital 290 2


5 Corporacion financiera Alba 246 1

6= mercapital 100 1

6= partners group Holding 100 1

6= proA Capital de Inversiones 100 1

9 Investindustrial 95 1

10 tandem Capital 21 1Source: mergermarket

ACTIVITY TABLE OF PRIVATE EquITY FIRMS ON IBERIAN BuYOuTS

VALUE

YTD 30-Sep-2009

house Value (€m)

Deal count

1 n+1 28 2

2 Dinamia Capital privado 28 1

3 Corporacion Sant Bernat 21 1

4 pontia Capital 14 1

5 Inflexion private Equity partners 6 1

6= 3i group - 1

6= Argos Soditic - 1

6= Bonsai Venture Capital - 1

6= Cinven - 1

6= nagas partners - 1Source: mergermarket

VoLUmE

the private equity exit activity tables by value and volume are based on private equity firms advising the vendor on exit deals where the dominant geography of the target company is Iberiathe tables by value and volume have been run from 1 January 2009 to 31 September 2009 and exclude lapsed and withdrawn deals

YTD 30-Sep-2009

house Value (€m)

Deal count

1 n+1 28 2

2 Dinamia Capital privado 28 1

3 Corporacion Sant Bernat 21 1

4 pontia Capital 14 1

5 Inflexion private Equity partners 6 1

6= 3i group - 1

6= Argos Soditic - 1

6= Bonsai Venture Capital - 1

6= Cinven - 1

6= nagas partners - 1Source: mergermarket

ACTIVITY TABLE OF PRIVATE EquITY FIRMS ON IBERIAN ExITS


IBERIA

tREnD gRApHS

IBERIAN M&A quARTERLY TREND

VALUE VoLUmE


0

10,000

20,000

30,000

40,000

50,000

60,000

70,000

80,000

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

valu

e (€

m)

0

30

60

90

120

150

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

volu

me

of d

eals

IBERIAN M&A quARTERLY PRIVATE EquITY TREND

VALUE VoLUmE

0

1,000

2,000

3,000

4,000

5,000

6,000

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

valu

e (€

m)

Iberian buyouts

Iberian exits

0

5

10

15

20

25

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

volu

me

of d

eals

Iberian buyouts

Iberian exits


IBERIA

tREnD gRApHS

IBERIAN M&A ANNuAL TRENDS

VALUE VoLUmE

0

30

60

90

120

150

YTD 2009*20082007200620052004

All Iberian M&A

Iberian buyouts

Iberian exits

valu

e (€

bn)

0

100

200

300

400

500

YTD 2009*20082007200620052004

All Iberian M&A

Iberian buyouts

Iberian exits

volu

me

of d

eals

IBERIAN M&A SECTOR BREAkDOwN YTD 2009

VALUE VoLUmE

Consumer



Business Services

Construction

TMT

Financial Services

Leisure


Real Estate

Transportation

57.9%

0.6%3.0%

6.9%

19.9%

0.4%

0.3%

9.0%

1.3%

0.6%0.1%

Consumer



Business Services

Construction

TMT

Financial Services

Leisure


Real Estate

Transportation

Agriculture

17.3%

1.5%

15.3%

13.8%8.7%

3.1%

4.1%

4.6%

6.6%

7.1%

8.2%

9.7%


IBERIA

mID-mARkEt DEALS

IBERIAN MID-MARkET BuYOuT ACTIVITY YTD SEPTEMBER 2009(€10m to €250m)



Bidder company

Bidder financial adviser

Bidder legal adviser Seller company Deal value (€m)

2-Jul-09 C Indra Sistemas SA (10% stake)

tmt Advising seller: UBS Investment Bank

Advising seller: freshfields Bruckhaus Deringer

Corporacion financiera Alba SA

Union fenosa SA

246

9-Jul-09 C palacios Alimentacion SA

Consumer HSBC Bank plc; Advising seller: Bank of America merrill Lynch

Advising seller: Uria menendez

partners group Holding; proA Capital de Inversiones SgECR SA; and talde group

Cuatrecasas, goncalves pereira; Latham & Watkins

palacios family

100

1-Jun-09 C grupo Iberica de Diagnostico y Cirugia (75% stake)


mercapital SL Deloitte; pricewaterhouse- Coopers

group 3A Recoletas SL

100

10-Sep-09 p portAventura (50% stake)

Leisure Advising seller: AZ Capital

Investindustrial SpA

Lazard Criteria CaixaCorp SA

95

13-may-09 C 5.25mWp solar photovoltaic plant


Advising seller: Cuatrecasas, goncalves pereira

HgCapital 360 Corporate Deloitte & touche Legal; Uria menendez

Invercartera Energía S.L.; and montebalito, SA

35

5-feb-09 C Aseguramiento tecnico de Calidad SA


Advising seller: Deloitte; pricewaterhouse- Coopers

Advising seller: Linklaters; Ramon & Cajal; Uria menendez

Ahorro Corporacion Desarrollo SgECR SA

Clifford Chance (Advising Caixa Banco de Investimento; Caja de Ahorros del mediterraneo); garrigues; kpmg Abogados

Dinamia Capital privado SCR SA; n+1

28

7-Aug-09 C ovelar merchandising SL (majority stake)


tandem Capital

Deloitte Corporacion Sant Bernat SCR SA

21

25-Jun-09 C fASE Estudos e projectos SA

Construction gED Iberian private Equity

17

3-Apr-09 C BuyVip (60% stake)

tmt gomez-Acebo & pombo Abogados

3i group plc; Bertelsmann Digital media Investments; kennet Venture partners Ltd; and molins Capital Inversion SCR SA

Araoz & Rueda; Cuatrecasas, goncalves pereira; pricewaterhouse- Coopers legal; SALAnS

15



IBERIA

IBERIAN M&A quARTERLY MID-MARkET TREND

VALUE VoLUmE

0

500

1,000

1,500

2,000

2,500

3,000

3,500

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

valu

e (€

m)

0

10

20

30

40

50

60

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

volu

me

of d

eals


mID-mARkEt DEALS


IBERIA

mID-mARkEt LEAgUE tABLES

YTD 30-Sep-2009

house Value (€m)

Deal count

Value:

1 Lazard 616 5

2 CALYon 403 3



5 Citigroup 331 3

6 Jpmorgan 282 2

7 Deloitte 272 6


9= Eurohypo 260 2

9= goldman Sachs 260 2

9= Royal Bank of Scotland group 260 2

Volume:

1 Deloitte 272 6

2 Lazard 616 5


4 CALYon 403 3

5 Citigroup 331 3

6 Rothschild 217 3

7 Banco Espirito Santo de Investimento 155 3



10 Jpmorgan 282 2Source: mergermarket

the financial adviser league tables by value and volume have been run from 1 January2009 to 30 September 2009 and exclude lapsed and withdrawn deals. the tables cover allsectors and are based on the geography of either the target, bidder or seller being Iberia

TOP 15 MID-MARkET FINANCIAL ADVISERS – IBERIAN(€10m to €250m)

YTD 30-Sep-2009

house Value (€m)

Deal count

Value:


2 Linklaters 677 7

3 Cuatrecasas, goncalves pereira 582 10

4 Uria menendez 399 7


6 gomez-Acebo & pombo Abogados 283 4


8= mattos filho, Veiga filho, marrey Jr. e Quiroga Advogados

224 1

8= tozzini freire teixeira E Silva Advogados 224 1

10 Raposo Bernardo & Associados 213 3

Volume:

1 Cuatrecasas, goncalves pereira 582 10


3 Linklaters 677 7

4 Uria menendez 399 7

5 Deloitte & touche Legal 143 6


7 garrigues 165 5

8 gomez-Acebo & pombo Abogados 283 4


10 Raposo Bernardo & Associados 213 3Source: mergermarket

the legal adviser league tables by value and volume have been run from 1 January2009 to 30 September 2009 and include lapsed and withdrawn deals. the tables cover allsectors and are based on the geography of either the target, bidder or seller being Iberia

TOP 15 MID-MARkET LEgAL ADVISERS – IBERIAN(€10m to €250m)

Monthly M&A Report

NORDICA meRgeRmARket m&A RepORt ON

NORDIC

179

Paroc sees strong first round bids; mezzanine lenders take steps to organise • paroc, the Finland-based building materials producer,

has seen stronger than expected interest at the first round bidding stage. the business has attracted 13-17 bids and indications are that the value breaks higher in the senior debt than initially thought.

• A sale process was initiated in mid-July. Arcapita, the incumbent sponsor, submitted its own proposal to a senior coordinating committee comprising Babson Capital, Bank of Scotland, agent bank INg, and pojhola in early August. the proposal has not been shown to the wider syndicate and will be treated the same as third party offers. Once the level of second round interest is established, the sponsor’s offer will be discussed with the wider lender group.

• paroc is performing better than the gloomy outlook given by management in July and run-rate eBItDA is now €40m-€45m compared to the high 30s previously. the value is moving towards the second lien, which has significant cross holdings from the mezzanine.

• the mezzanine holders have the power to issue a demand notice, because they did not sign up to a June standstill request. the senior standstill expires on 30 September. the last mezzanine payment was pIked as per the loan documentation, but the next payment in December will have to be paid in cash. emboldened by the improvement in valuation, mezzanine lenders led by New Amsterdam Capital have taken steps to organise. Baker mckenzie has been retained as their legal adviser.

• Under Finnish and, to a lesser extent, Swedish law, there are liability issues for directors of insolvent companies, giving power to mezzanine creditors. Any restructuring plan is likely to try to avoid local jurisdiction in its implementation. Lenders have yet to be informed, but the expectation is that some form of Uk process will be involved.

• Operating in Sweden, Finland and the Baltic states, paroc was acquired by Arcapita in June 2006. the group’s €563m debt facilities resulted in net senior leverage of 4.7x and leverage through the mezzanine of 6.2x.

• Vimpelcom/telenor court hearings postponed by six months, telenor seeking out-of-court settlement

• the West Siberian Federal Arbitrage Court’s decision to postpone hearings on the sale of telenor’s 26.6% stake in

VimpelCom, the listed Russian telecom operator, violates Russian legislation and according to a telenor press release, the hearing has been postponed until 24 march 2010. the hearings had been postponed several times previously.

• the insider added that the situation regarding the eventual sale of the stake by Federal bailiffs has not changed. Almost all of telenor’s stake in Vimpelcom has been seized by the bailiffs following telenor’s refusal to pay €1.2bn in damages awarded to VimpelCom for telenor delaying the latter’s expansion in Ukraine. the stake could be sold in a tender offer. the bailiffs may proceed with the sale at any moment; however, there are no signs of them taking further steps in this direction.

• telenor is reportedly seeking an out-of-court settlement with Alfa group, which is understood to be behind Farimex Holdings, the minority shareholder that initiated the case against telenor.

• 3i and CVC in pipeline to acquire Norfolkline; valuation at €400m considered fair

• According to analysts, Norfolkline would easily find a buyer if Ap moller maesk (Apm) accepted a lower price below €400m, with the current asking price of €500m slowing the process. the ferry and cargo arm of listed Danish giant Apm is considered a good business despite it being loss making and in need of restructuring. given this, an international private equity group with interest in the shipping industry, with a good market positioning the Northern seas and is able to provide a steady cash flow is considered the ideal buyer.

• 3i and CVC are bidding for Norfolkline, alongside a few strategic bidders. Danish trade rival DFDS would also be seriously interested if Apm were to reduce the asking price, as Norfolkline operates the part of the business it is lacking and operate with considerable synergies. Norfolkline’s passenger activities, however, are not a very attractive business to invest in as air travel in this geography is now far more competitive than maritime transportation.

• Apm is in control at the moment, as the company is unlikely to see pressure from shareholders to sell in the short term. Furthermore, Apm has recently raised €1.2bn through a rights issue and is not desperate for immediate cash. therefore, the Danish giant can wait for the right offer before disposing of Norfolkline.


NORDIC

DeAL OF tHe mONtH

Target: Bjoerge ASA Announced: 28 September 2009

Bidder: Converto Capital management; HitecVision AS; and Camar AS Deal value: €74m

Seller: - Deal nature: Domesic, IBI, public, take private

• Bokn Invest AS has made a cash offer to acquire Bjoerge ASA.

• Bjoerge ASA, a listed Norway based company headquartered in tanganger is a provider pumps, valves, fiscal metering, instrumentation, automation, monitoring, fire and gas detection and extinguishing systems for the oil and gas, land-based and marine industries. Bokn Invest AS, Norway based investment holding company formed by Aker Capital Fund, HitecVision and Camar AS. Aker Capital Fund is a Norway based investment fund managed by Converto Capital management. HitecVision AS is the Norway based private equity firm. Camar AS is an investment company 100% owned by John Arild ertvaag.

TERMS: • Bokn Invest AS will acquire 43,920,894 of Bjoerge at an

offer price of NOk 11 (€1.28) per share.

• the implied equity value of the transaction is NOk 483.13m (€56.57m).

• the offer provides a premium of 46% based on Bjoerge closing share price on 25 September 2009 of NOk 7.6 (€0.882), the last trading day prior to the announcement and premium of 48% over the average volume weighted share price of Bjoerge during the last three months.

• Under the terms, Bokn Invest will acquire 17.52m shares representing 39.9% stake of Bjoerge from Aker Capital Fund and in consideration Aker Capital Fund will receive NOk 2.28 (€0.27) in cash for each Bjoerge’s share held and shares of Bokn Invest worth of NOk 8.72 (€1.02) for each Bjoerge’s share held. Further, Bokn Invest will acquire 4.39m shares of Bjoerge held by Camar under the same terms and accept the cash offer for 2.99m shares of Bjoerge shares held by Camar.

• the offer will open until 6 November 2009 following the approval from Oslo stock exchange.

IRREVOCABLE UNDERTAKINGS: • Bokn Invest has received approval from 30,579,705

shares, representing approximately 69.6% of the total shareholders.

RATIONALE: • the acquisition will help Bjoerge to grow its business in

oil and gas industry.

POST DEAL DETAILS: • post acquisition HitecVision will have 50.1% stake in the

combined entity while Aker Capital and Camar AS will hold a stake of 39.9% and 10% respectively.

CONDITIONS:• minimum acceptances of 90%

• Regulatory approval

• Customary approvals

• Oslo stock exchange

BACKGROUND:• prior to acquisition Aker Capital and Camar held

39.9% stake and 16.8% stake in Bjoerge. Frank O. Reite represented Aker Capital and John Arild ertvaag represented Camar in the Bjoerge’s board. Converto Capital management, is a Norway based fund management company and a subsidiary of Aker ASA, the listed Norway based supplier of technology based products and services for customers in oil, gas, energy, and process industries.


NORDIC

DeAL OF tHe mONtH

Advisers


Financial pareto Financial First SecuritiesArctic Securities

Legal - Legal -

PR PR -


Multiples Value (€m) Offer price per share (€) 1.29

Revenue 0.4x 174.89 1 day before 46.03%

EBITDA 5.6x 13.26 1 month before (trading suspended)

EBIT 11.4x 6.52 1 day after 4.26%



NORDIC

TOP 15 NORDIC ANNOUNCED DEALS FOR YTD 30 SEPTEMBER 2009Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia



26-Jun-09 C Din Bostad Sverige AB

Real estate Fastighets AB Balder 8.5 17.7 (loss) 51.9% 445

5-Jan-09 C Scania AB (7.93% stake)


porsche Automobil Holding Se

0.7 4.9 6.1 -18.4% 406

19-Jan-09 C terveystalo Healthcare Oyj


Bridgepoint Capital Limited

1.5 10.9 (loss) 203% 312

2-mar-09 C Roxar ASA energy, mining & Utilities

emerson electric Company

1.4 8.6 (loss) 45.9% 192

26-Jun-09 C eB kraftproduksjon AS (30% stake)


energiselskapet Buskerud AS

e-CO Vannkraft AS

9.2 13.1 16.2 - 176

25-Jun-09 C A2SeA A/S Industrials & Chemicals

DONg energy A/S Clipper group Ltd; Dansk kapitalanlaeg Aktieselskab; and LD Invest equity

11.8 58.8 - 167

5-may-09 C Vapo Oy (49.9% stake)


etela-pohjanmaan Voima Oy

metsaliitto Oy 1.0 10.4 137.2 - 165

15-Apr-09 C Renewagy A/S energy, mining & Utilities

Colexon energy Ag 21.0 48.5 (loss) -7.8% 160

2-Jun-09 C pulse medtech Industrials & Chemicals

Altor equity partners technitrol Inc 1.7 - 140

11-Feb-09 C D. Carnegie & Co AB

Financial Services

Altor equity partners; and Bure equity AB

Swedish National Debt Office

n/a n/a - 134

23-mar-09 C ericsson AB (temS business unit)

tmt Ascom Holding Ag ericsson AB 1.1 - 124

31-Aug-09 p Fionia Bank A/S Financial Services

Nordea AB Finansiel Stabilitet A/S

n/a n/a - 121

25-Aug-09 p Aker exploration ASA


Det Norske Oljeselskap ASA

Aker ASA; and DNO International ASA

(loss) (loss) 17.5 - 118

23-Apr-09 C emesco AB tmt Investment AB kinnevik estate of Jan Hugo Stenbeck; Hugo Stenbecks Stiftelse; and Sapere Aude trust Reg.

- 118

26-Jun-09 C Solibro AB energy Q-Cells Se Sixth Swedish National pension Fund

115


tOp DeALS


NORDIC

tOp DeALS

TOP 3 NORDIC ANNOUNCED DEALS OF ThE MONTh (SEPTEMBER 2009)Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia



2-Sep-09 p StepStone ASA (67.03% stake)

Business Services

Axel Springer Ag 1.0 7.9 49.9 20.6% 77

28-Sep-09 p Bjorge ASA energy, mining & Utilities

Converto Capital management; HitecVision AS; and Camar AS

0.4 5.6 15.7 0.5 74

21-Sep-09 p Hugin group BV tmt thomson Reuters Corporation

NYSe euronext 40



NORDIC

expeCteD DeALS




value (€m)

Comments

expected deal malka Oil AB energy, mining & Utilies

Nk Alliance OAO 70 Alliance Oil, the listed Russian oil company, is in talks to acquire malka Oil, the Omx First North-listed oil company that owns three licences in Russia’s tomsk region.

expected deal H+H International A/S

Construction Nordic Capital; and xella Baustoffe gmbH

SeB enskilda (t)

kresten Bergsoe Andersen; and enkefru plums Stottefond

68 Nordic Capital’s planned acquisition of Danish concrete company H+H International is being postponed by H+H’s major shareholder. kresten Andersen Bergsoe is reportedly talking to possible german bidder xella in hopes of gaining a better price for his shares, despite disinterest from H+H’s board and creditor Danske Bank.

expected deal Asko Appliences AB

Consumer gOReNJe d.d. kpmg (t) Antonio merloni SpA

10 gorenje, the listed, Slovenian white goods maker, is expected to submit a non-binding bid for Asko Appliances by the end of September. gorenje had looked into Antonio merloni, Asko’s parent company, but decided against it, as buying large capacities goes beyond the limits of gorenje's war chest. the companies are still in talks of whether the transaction will involve a stake acquisition or only assets. However, it is more likely to be a stake acquisition.


PIPELINE OF NORDIC ExPECTED DEALS


NORDIC

LeAgUe tABLeS

VALUeYTD


(€m)Deal count





5= INg 8,500 1

5= NIBC Bank 8,500 1

5= Sequoia 8,500 1

8 kpmg 4,052 9

9 SeB enskilda 1,940 12

10 Lazard 1,906 7




14 Jpmorgan 930 11

15 Deloitte 913 5Source: mergermarket

VOLUme

the financial adviser league tables by value and volume have been run from 01 January 2009 to 30 September 2009 and exclude lapsed and withdrawn deals. the tables cover all sectors andare based on the geography of either the target, bidder or seller being Nordic

YTD 30-Sep-2009

house Value (€m)

Deal count

1 SeB enskilda 1,940 12


3 Jpmorgan 930 11


5 Arctic Securities 808 10

6 kpmg 4,052 9

7 ABg Sundal Collier 203 9



10 Lazard 1,906 7

11 Swedbank markets 539 7


13 global m&A 96 6

14 Deloitte 913 5

15 Nordea Corporate Finance 711 5Source: mergermarket


VALUeYTD


(€m)Deal count




4= Covington & Burling 8,500 1

4= NautaDutilh 8,500 1


7 White & Case 1,175 12


9 Simpson thacher & Bartlett 994 2

10 Roschier 965 13

11 thommessen 856 18

12= Akin gump Strauss Hauer & Feld 795 2

12= Cleary gottlieb Steen & Hamilton 795 2

12= Ogilvy Renault 795 2

15= Blake, Cassels & graydon 795 1

15= paul Weiss Rifkind Wharton & garrison

795 1


VOLUme

the legal adviser league tables by value and volume have been run from 01 January 2009 to 30 September 2009 and include lapsed and withdrawn deals. the tables cover all sectors andare based on the geography of either the target, bidder or seller being Nordic

YTD 30-Sep-2009

house Value (€m)

Deal count


2 Vinge 441 26

3 mannheimer Swartling 615 20

4 thommessen 856 18

5 Wikborg Rein & Co 709 17

6 plesner 752 15

7 Hannes Snellman 725 14

8 Roschier 965 13

9 gorrissen Federspiel 772 13

10 Lindahl 135 13


12 White & Case 1,175 12

13 Cederquist 276 12

14 Schjodt 440 11

15 gernandt & Danielsson 256 9Source: mergermarket

TOP 15 LEGAL ADVISERS


NORDIC

LeAgUe tABLeS

VALUe

YTD 30-Sep-2009

house Value (€m)

Deal count

1 Altor equity partners 322 3

2 Bridgepoint Capital 312 1

3 Bure equity 182 2

4 Lime Rock partners 110 1

5 Lindsay goldberg & Bessemer 75 1

6 HitecVision 74 1

7 Northern Link 48 1

8 Ratos 37 1

9 Dansk kapitalanlaeg 26 1

10= Abingworth management 24 1

10= HealthCap 24 1

10= SR One 24 1Source: mergermarket

VOLUme

the private equity buyout activity tables by value and volume are based on private equity firms advising the bidder on buyout deals where the dominant geography of the target company is Nordic he tables by value and volume have been run from 01 January 2009 to 30 September 2009 and exclude lapsed and withdrawn deals

YTD 30-Sep-2009

house Value (€m)

Deal count

1 Altor equity partners 322 3

2 Bure equity 182 2

3 Deltaq 22 2

4 FSN Capital partners 6 2

5= Capman group - 2

5= polaris management - 2

7 Bridgepoint Capital 312 1

8 Lime Rock partners 110 1

9 Lindsay goldberg & Bessemer 75 1

10 HitecVision 74 1Source: mergermarket

ACTIVITY TABLE OF PRIVATE EqUITY FIRMS ON NORDIC BUYOUTS

VALUeYTD


(€m)Deal count

1 LD equity 167 2


3= Nove Capital management 63 1

3= Novestra 63 1

5= JmI Invest 54 1

5= Seed Capital Denmark 54 1

6 Selvaag Invest 37 2

7= 3i group 37 1

7= Sundt 37 1

9= Baker Capital 34 1

9= provider Venture partners 34 1Source: mergermarket

VOLUme

the private equity exit activity tables by value and volume are based on private equity firms advising the vendor on exit deals where the dominant geography of the target company is Nordicthe tables by value and volume have been run from 01 January 2009 to 31 August 2009 and exclude lapsed and withdrawn deals

YTD 30-Sep-2009

house Value (€m)

Deal count

1 LD equity 167 2

2 Selvaag Invest 37 2


4= Nove Capital management 63 1

4= Novestra 63 1

6= JmI Invest 54 1

6= Seed Capital Denmark 54 1

8= 3i group 37 1

8= Sundt 37 1

10= Baker Capital 34 1

10= provider Venture partners 34 1Source: mergermarket

ACTIVITY TABLE OF PRIVATE EqUITY FIRMS ON NORDIC ExITS


NORDIC

tReND gRApHS

NORDIC M&A qUARTERLY TREND

VALUe VOLUme


0

10,000

20,000

30,000

40,000

50,000

Q309

Q209

Q109

Q408

Q308

Q2 08

Q108

Q407

Q307

Q207

Q107

Q406

Q3 06

Q206

Q106

Q4 05

Q305

Q2 05

Q1 05

Q404

Q304

Q204

Q104

valu

e (€

m)

0

50

100

150

200

250

Q309

Q209

Q109

Q4 08

Q3 08

Q208

Q108

Q407

Q307

Q2 07

Q1 07

Q4 06

Q3 06

Q2 06

Q1 06

Q4 05

Q3 05

Q205

Q105

Q 04

Q304

Q204

Q104

volu

me

of d

eals

NORDIC M&A qUARTERLY PRIVATE EqUITY TREND

VALUe VOLUme

0

5,000

10,000

15,000

20,000

Q3 09

Q2 09

Q 09

Q408

Q308

Q2 08

Q108

Q407

Q3 07

Q207

Q1 07

Q406

Q306

Q206

Q106

Q4 05

Q305

Q205

Q105

Q404

Q304

Q204

Q104

valu

e (€

m)

Norway buyouts

Norway exits

0

10

20

30

40

50

60

Q309

Q2 09

Q1 09

Q4 08

Q308

Q2 08

Q108

Q407

Q307

Q2 07

Q1 07

Q4 06

Q3 06

Q206

Q106

Q4 05

Q3 05

Q2 05

Q105

Q404

Q3 04

Q204

Q104

num

ber

of d

eals

Norway buyouts

Norway exits


NORDIC

tReND gRApHS

NORDIC M&A ANNUAL TRENDS

VALUe VOLUme

0

20

40

60

80

100

YTD 2009*20082007200620052004

All Nordic M&A

Nordic buyouts

Nordic exits

valu

e (€

bn)

0

100

200

300

400

500

600

700

800

YTD 2009*20082007200620052004

All Nordic M&A

Nordic buyouts

Nordic exits

valu

e (€

bn)

NORDIC M&A SECTOR BREAKDOwN YTD 2009

VALUe VOLUme


TMT

Consumer

Business Services

Financial Services



Transportation

Agriculture

Leisure

Real Estate

18.8%

13%

5.2%

7.5%

1.1%

26.5%

12%

8.1%1% 0.6%

6.2% 4%

1.2%

3.6%3.6%

2.4% 1.6%

20.7%

15.5%

16.3%

8%

13.5%

9.6%


TMT

Consumer

Business Services

Financial Services



Transportation

Construction

Agriculture

Leisure

Real Estate


NORDIC

mID-mARket DeALS

TOP 5 NORDIC ANNOUNCED MID MARKET BUYOUT DEALS YTD 30 SEPTEMBER 2009(€10m tO €250m)

Announced Status Target company

Sector Target/seller financial adviser

Target/seller legal adviser Bidder company

Bidder financial adviser Bidder legal adviser

Seller company

Deal value (€m)

2-Jun-09 C pulse medtech


Advising seller: Credit Suisse

Bruun & Hjejle Altor equity partners

FIH partners Allen & Overy (Advising FIH erhvervsbank; Nordea); Bech-Bruun; kromann Reumert (Advising FIH erhvervsbank; Nordea); Sullivan & Cromwell

technitrol Inc 140

11-Feb-09 C D. Carnegie & Co AB

Financial Services

Advising seller: Lazard

mannheimer Swartling Altor equity partners; and Bure equity AB

Lenner & partners; morgan Stanley; pricewaterhouseCoopers

Linklaters Swedish National Debt Office

134

24-mar-09 C Reservoir exploration technology ASA (52.75% stake)


DnB NOR Advokatfirmaet Steenstrup Stordrange

Cheyne Capital management (Uk) LLp; Lime Rock partners Lp; and trafalgar AS (management vehicle)

Schjodt 110

13-Jul-09 p Synnove Finden ASA

Consumer Fondsfinans Wikborg Rein & Co Lindsay goldberg & Bessemer Lp

Arctic Securities BAHR Arendals Fossekompani ASA

75

28-Sep-09 p Bjorge ASA energy, mining & Utilities

pareto pricewaterhouseCoopers legal

Converto Capital management; HitecVision AS; and Camar AS

Arctic Securities; and First Securities

74



NORDIC

NORDIC M&A qUARTERLY MID-MARKET TREND

VALUe VOLUme

0

1,000

2,000

3,000

4,000

5,000

Q309

Q209

Q109

Q408

Q308

Q2 08

Q108

Q407

Q3 07

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

valu

e (€

m)

0

20

40

60

80

100

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q2 07

Q107

Q406

Q306

Q2 06

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

num

ber

of d

eals


mID-mARket DeALS


NORDIC

mID-mARket LeAgUe tABLeS

YTD 30-Sep-2009

house Value (€m)

Deal count

Value:

1 Jpmorgan 930 11


3 SeB enskilda 506 5



6 FIH partners 339 4

7 Rothschild 318 4


9 Nordea Corporate Finance 305 3

10 D. Carnegie & Co 302 4

Volume:

1 Jpmorgan 930 11



4 SeB enskilda 506 5


6 FIH partners 339 4

7 Rothschild 318 4

8 D. Carnegie & Co 302 4

9 Lazard 281 4

10 DnB NOR 267 4Source: mergermarket

the financial adviser league tables by value and volume have been run from 01 January2009 to 30 September 2009 and exclude lapsed and withdrawn deals. the tables cover allsectors and are based on the geography of either the target, bidder or seller being Nordic

TOP 15 MID-MARKET FINANCIAL ADVISERS – NORDIC(€10m tO €250m)

YTD 30-Sep-2009

house Value (€m)

Deal count

Value:


2 thommessen 843 12



5 Linklaters 481 8

6 Schjodt 440 7

7 Selmer 438 7


9 Vinge 427 9

10 BAHR 411 5

Volume:



3 thommessen 843 12


5 Vinge 427 9

6 Linklaters 481 8

7 Schjodt 440 7

8 Selmer 438 7

9 gorrissen Federspiel 389 6

10 plesner 379 6Source: mergermarket

the legal adviser league tables by value and volume have been run from 01 January2009 to 30 September 2009 and include lapsed and withdrawn deals. the tables cover allsectors and are based on the geography of either the target, bidder or seller being Nordic

TOP 15 MID-MARKET LEGAL ADVISERS – NORDIC(€10m tO €250m)

CEE AND CIS

CEE and Cisa mErgErmarkEt m&a rEport on


• telenor and alfa group, the russian conglomerate, agreed to merge their russian operations osJC VimpelCom and Ukraine’s kyivstar into a mobile services operator, VimpelCom Ltd, with each are having just over a third of the new $30bn firm. kyvistar is a mobile operator owned by telenor and alfa subsidiary storm, who hold 56.62% and 43.48% stakes respectively. telenor, which is 53.97% owned by the norwegian government and 37% owned by alfa group, has a 26.6% stake in Vimpelcom.

• telenor’s 26.6% stake in VimpelCom was previously seized by the Federal Bailiff’s office in russia which arose as a result of telenor’s refusal to pay $1.7bn in damages awarded to VimpelCom for telenor delaying the latter’s expansion in Ukraine. the firm was forced to deconsolidate kyivstar in 2007 due to insufficient control over the firm, in a case brought by Fairmex, a minority shareholders in VimpelCom, that is believed to be acting on behalf of alfa. alfa and telenor agreed to drop a $1.7bn damages claim before announcing the deal.

• as per terms of the agreement, osJC VimpelCom shares will be exchanged for american depositary receipts in VimpelCom Ltd, with the effective exchange ratio between the equity of VimpelCom and that of kyivstar being 3.40:1. in addition, it is likely that VimpelCom’s minority shareholders will benefit from VimpelCom Ltd.’s improved credit profile through kyivstar’s low leverage and high cash conversion. Following the exchange of the shares, telenor and altimo will contribute their respective holdings in kyivstar in return for shares in the new entity. the agreement is subject to obtaining more than 95% of osJC VimpelCom’s voting shares, regulatory and customary conditions.

• it is believed that VimpelCom Ltd will be headquartered in Bermuda and listed on nYsE. telenor will own 38.84% of Vimpelcom and altimo, the telecom arm of alfa, will hold 38.46% with 22.7% of the shares in free float. the turnover of the new firm is expected to be around $12.6bn with EBit of $ 6.3bn. the transaction is expected to close in mid-2010. VimpelCom Ltd. will have a nine-member board of directors, three of whom will be nominated by telenor, three of whom will be nominated by altimo, and three of whom will be independent and unaffiliated with either telenor or altimo. the Chairman of the Board will be one of the independent directors, unless otherwise agreed. independent board members will act as a swing vote, with neither telenor nor altimo members having a veto on any matter. the parties’ shareholders agreement and other agreements, copies of which will be filed with the United states securities and Exchange Commission (the “sEC”), are governed by new York law, and the parties have agreed to resolve any future disputes through arbitration proceedings in London.

• the parties believe that the combined entity has significant future growth potential, both within its existing markets and through potential expansion into new markets in the Cis, asia and africa. in addition, common management of the combined assets should yield meaningful operating efficiencies going forward. the new company will provide services in CEE region as well as in south asian countries.


CEE AND CIS

dEaL oF thE month

Target: invitel holdings a/s (64.6% stake) Announced: 30 september 2009

Bidder: mid Europa partners LLp Deal value: €740m

Seller: tdC a/s Deal nature: iBi, divestment, private

mid Europa partners LLp (mEp) has signed an agreement to acquire a 64.6% stake in invitel holdings a/s from tdC a/s.

• invitel holdings a/s, a listed hungary based company, is a provider of fixed line telecommunications and broadband internet services. mid Europa partners LLp, a Uk based firm, is a private equity firm. tdC a/s, a listed denmark based company, is a provider of telecommunications solutions.

TeRMS: • 10,799,782 invitel shares for $1 per share.

• the implied equity value of the transaction is approximately $16.72m.

• the offer represents a discount of 80% on invitel holding’s closing share price of $5.01 as of 29 september 2009, the last trading day prior to the announcement, and a discount of 81.8% on its closing share price of $5.50 as of 28 august 2009, one month prior to the announcement.

RATionAle:• the disposal is line with tdC’s strategy to dispose of non-

core assets. tdC expects a gain of approximately dkk 120m (€16m) from this disposal.

expecTeD coMpleTion:• the transaction is expected to be completed in the fourth

quarter of 2009.

conDiTionS:• Completion of a debt restructuring agreement between

invitel and mEp.

• Completion of tender offers for and certain amendments to invitel group’s pik notes, floating rate senior notes and fixed rate notes.

• Consents required maintaining invitel group’s existing senior credit facilities with certain amendments.

• approval by the austrian competition authorities.

• approval by the serbian competition authority.

BAckgRounD: • tdC had initially announced in June 2008 to sell its 64.6%

stake in invitel holdings.

• hungarian telecom Finance international Limited, a company controlled by mid Europa, has also announced a tender offer to purchase for cash the outstanding €125m Floating rate senior pik notes due 2013 issued by htCC holdco i BV and a concurrent consent solicitation by htCC holdco i BV, a wholly owned subsidiary of invitel, to effect certain proposed amendments to the indenture governing the pik notes. tdC has agreed to sell to mid Europa partners its shareholder loan to invitel at the nominal value of €34.135m.


CEE AND CIS

mergermarket/dealReporter intelligence

07/05/2009 serbia Broadband could be up for sale within two years; close to acquiring UpC telemach; telekom slovenije seen as potential bidder

Sources of funding

equity provider Amount (€m) Stake Debt provider Termsmid Europa partners LLp n/a 64.6% Bnp paribas sa n/a

CaLYon n/a

Advisers


Financial - Financial Credit suisseLazard

legal White & Casesimpson thacher & Bartlett

legal shearman & sterling

pR - Financial Citigate

exit multiples - Y/e 31/12/2008 premium analysis

Multiples Value (€m) offer price per share (€) 0.68

Revenue 1.9 x 397.23 1 day before -80.04%

eBiTDA 5.0 x 150.25 1 month before -81.82%

eBiT 12.8 x 58.03 1 day after -

earnings - -49.48 pre-rumour -


CEE AND CIS

Top 15 cee & ciS AnnounceD DeAlS FoR YTD 30 SepTeMBeR 2009Announced Status Target company Sector Bidder company Seller company exit multiples (x) Bid premia


Revenue eBiTDA p/e

20-apr-09 p mangistaumunaigaz JsC (50% stake)


mangistau investments BV

Central asia petroleum Ltd

- 2,554

2-Feb-09 C Bta Bank JsC (78% stake)

Financial services

government of kazakhstan

n/a n/a - 1,578

30-mar-09 C moL hungarian oil and gas public Limited Company (21.20% stake)


oJsC surgutneftegaz omV ag 0.6 6.4 10.1 92.5% 1,415

1-Jul-09 p international power opatovice as


J&t Finance group as international power plc

- 864

5-aug-09 C refinery Company rt LLp


th kazmunaigaz holding sa

mangistaumunaigaz JsC

- 833

14-may-09 C kompania piwowarska sa (28.10% stake)

Consumer saBmiller plc kulczyk holding sa 2.9 17.7 - 818

30-sep-09 p invitel holdings as (64.60% stake)

tmt mid Europa partners LLp tdC as 1.9 5.0 - 740

23-sep-09 p kazmunaigaz pki Finance BV


JsC kazmunaigas Exploration production

national Company kazmunaigaz

- 647

30-sep-09 C JsC kazmunaigas Exploration production (11% stake)


Fullbloom investment Corporation

1.2 2.1 707.6 0.9% 642

14-sep-09 p skoda power as industrials & Chemicals

doosan heavy industries and Construction Co Ltd

skoda holding as 450

30-Jan-09 C pCC rail sa transport deutsche Bahn ag pCC sE 1.1 - 400

12-Jun-09 C kazakhgold group Limited (50.10% stake)


oJsC polyus gold 8.4 (loss) 4.0 26.6% 358

24-aug-09 p Eesti telekom as (39.88% stake)

tmt teliasonera aB 2.1 5.4 9.0 24.3% 327

3-sep-09 C Elektroprivreda Crne gore ad niksic (29% stake)


a2a spa government of montenegro

4.0 58.7 (loss) 7.8% 311

15-Jun-09 p too karatau (50% stake)


Uranium one inc JsC atomredmetzoloto

311

C = Completed; p = pending; L = Lapsed source: mergermarket

top dEaLs


CEE AND CIS

top dEaLs

Top 5 cee & ciS AnnounceD DeAlS oF The MonTh (SepTeMBeR 2009)Announced Status Target company Sector Bidder company Seller company exit multiples (x) Bid premia


Revenue eBiTDA p/e

30-sep-09 p invitel holdings as (64.60% stake)

tmt mid Europa partners LLp

tdC a/s 1.9 5.0 - 740

23-sep-09 p kazmunaigaz pki Finance BV


JsC kazmunaigas Exploration production


647

30-sep-09 C JsC kazmunaigas Exploration production (11% stake)


Fullbloom investment Corporation

1.2 2.1 707.6 0.9% 642

14-sep-09 p skoda power as industrials & Chemicals

doosan heavy industries and Construction Co Ltd

skoda holding as 450

3-sep-09 C Elektroprivreda Crne gore ad niksic (29% stake)


a2a spa government of montenegro

3.9 57.5 (loss) 7.8% 311


Top 4 eSToniAn AnnounceD DeAlS FoR YTD 30 SepTeMBeR 2009Announced Status Target company Sector Target/seller

financial adviserTarget/Seller legal adviser




24-aug-09 p Eesti telekom as (39.88% stake)

tmt Lazard teliasonera aB

sEB Enskilda

raidla Lejins & norcous; sullivan & Cromwell

327

17-Jun-09 p Elcoteq tallinn as

tmt internal advising seller: krogerus attorneys; Lawin

Ericsson aB raidla Lejins & norcous

Elcoteq sE 30

18-sep-09 p Loksa shipyard Ltd

industrials & Chemicals

advising seller: danske markets Corporate Finance

as Frelok; Crown solution oU; stako diler oU

odense steel shipyard a.p.

15

23-apr-09 p as Ekspress hotline group

tmt advising seller: Evli Bank

Cheh oU as Ekspress grupp

6



CEE AND CIS

Top 4 hungARiAn AnnounceD DeAlS FoR YTD 30 SepTeMBeR 2009Announced Status Target company Sector Target/seller

financial adviser

Target/Seller legal adviser



Seller company

Deal value (€m)

30-mar-09 C moL hungarian oil and gas public Limited Company (21.20% stake)


goldman sachs; advising seller: Jp morgan

advising seller: Cerha hempel spiegelfeld hlawati; dLa piper

oJsC surgutneftegaz renaissance Capital

akin gump strauss hauer & Feld; Wolf theiss

omV ag 1,415

30-sep-09 p invitel holdings a/s (64.60% stake)

tmt White & Case; advising seller: simpson thacher & Barlett

mid Europa partners LLp

Credit suisse; Lazard

shearman & sterling

tdC a/s 740

29-may-09 p international system house Ltd

tmt magyar telekom plc squire, sanders & dempsey

10

1-apr-09 C Euro green Energy Fejleszto es szolgaltato kft


raiffeisen Energy service Ltd

Cms 7


top dEaLs


CEE AND CIS

ExpECtEd dEaLs

Situation Target company Sector potential bidder company



value (€m)

comments

Expected deal VimpelCom tmt telenor asa Jpmorgan (B); orrick herrington & sutcliffe (B)

26,000 telenor and Vimpelcom, the two international telecommunications companies that have announced a merger to create an enlarged emerging markets player, see Ukraine as the main competition hurdle to the deal, according to a person familiar with the situation.


Brodotrogir, Brodosplit’s special vessels shipyard, shipbuilding industry split and 3 maj

industrials & Chemicals

danko koncar (private investor)

government of Croatia

1,100 danko koncar, the Croatian businessman, is interested in acquiring five Croatian shipyards which have been currently put up for sale by the Croatian state. negotiations on the possible consortium for the acquisition is on the way as well as talks with creditors especially with Zagrebacka banka.


Bank Zachodni WBk sa

Financial services

pZU sa; Jan kulczyk (private investor); pko Bp sa; Leszek Czarnecki and getin Bank

allied irish Banks plc

1,500 BZ WBk, the polish listed unit of allied irish Banks (aiB), has been the subject of talks with "one or two potential buyers," though aiB is still trying to hold on to the asset.

Expected deal gedeon richter pharma, medical & Biotech

mnV government of hungary

651 gedeon richter, the listed hungarian pharmaceutical firm, will see its 25% state-owned stake put up for privatisation.the sale of this stake could reach around EUr 615 and EUr 820m.

Expected deal gielda papierow Wartosciowych (Warsaw stock exchange)

Financial services

London stock Exchange; deutsche Boerse ag; nasdaq stock market inc; nYsE Euronext

Unicredit (V) government of poland

456 the polish treasury (msp) will wait for binding bids for the Warsaw stock Exchange (WsE) until october.

Expected deal anwil sa industrials & Chemicals

Ciech Za;tarnow; and Za kedzierzyn

446 pkn orlen would be in the process of selling its agrochemicals arm anwil. the joint bidders for anwil are the polish chemical players: Ciech, Za tarnow and Za kedzierzyn, the paper continued. in 2007, anwil posted a net profit of pLn 200m, which could value the company at pLn 2bn (EUr 446m).

Expected deal Czech airlines as transport air France-kLm sa, oao aeroflot, travel service as, odien group, and Unimex group

Lazard(t) government of the Czech republic

189 after the russian aeroflot and the Czech-based financial group odien failed to qualify for the second round of the tender, the new owner of the Csa will assumably be either consortium Unimex and travel service or air France-kLm.


sygnity sa tmt ness technologies Legg mason incorporated

52 ness technologies' spokesperson mentioned the company would not comment on speculation about potential plans to acquire poland-based sygnity. the spokesperson confirmed, however, that ness technologies, the nasdaq-listed israeli information technology company, is considering m&a opportunities.

Expected deal Cp Energia sa Energy, mining & Utilities

kri Capital partners sa

18 Cp Energia, the listed polish gas distributor, has announced that it signed a letter of intent with kri on a potential merger.


pipeline oF cee AnD ciS expecTeD DeAlS


CEE AND CIS

LEagUE taBLEs

VaLUE VoLUmE

the financial adviser league tables by value and volume have been run from 01 January 2009 to 30 september 2009 and exclude lapsed and withdrawn deals. the tables cover all sectors andare based on the geography of either the target, bidder or seller being CEE & Cis

YTD 30-Sep-2009

house Value (€m)

Deal count

1 Jpmorgan 6,293 8

2 Bank of america merrill Lynch 4,334 7

3 royal Bank of scotland group 3,617 7

4 rothschild 574 7


6 Citigroup 3,084 6

7 Credit suisse 3,255 5

8 deloitte 1,183 5

9 morgan stanley 3,408 4

10 goldman sachs 1,917 4

11 ing 1,216 4

12 hsBC Bank 614 4

13 sEB Enskilda 491 4


15 Lazard 1,647 3source: mergermarket

Top 15 FinAnciAl ADViSeRS – cee AnD ciS

VaLUEYTD


(€m)Deal count

1 skadden arps slate meagher & Flom 3,387 2


3 dLa piper 2,180 7


5 Wolf theiss 1,522 4

6 akin gump strauss hauer & Feld 1,415 2

7 Cerha hempel spiegelfeld hlawati 1,415 1

8 Cms 1,274 9






14 simpson thacher & Bartlett 917 2

15 shearman & sterling 849 2source: mergermarket

VoLUmE

the legal adviser league tables by value and volume have been run from 01 January 2009 to 30 september 2009 and include lapsed and withdrawn deals. the tables cover all sectors andare based on the geography of either the target, bidder or seller being CEE & Cis

YTD 30-Sep-2009

house Value (€m)

Deal count



3 Cms 1,274 9

4 dLa piper 2,180 7

5 allen & overy 440 7



8 Lawin 420 6


10 schoenherr rechtsanwaelte 588 5

11 Wolf theiss 1,522 4


13 raidla Lejins & norcous 357 4

14 squire, sanders & dempsey 187 4

15 Cleary gottlieb steen & hamilton 834 3source: mergermarket

Top 15 legAl ADViSeRS – cee AnD ciS

YTD 30-Sep-2009

house Value (€m)

Deal count

1 Jpmorgan 6,293 8

2 Bank of america merrill Lynch 4,334 7

3 royal Bank of scotland group 3,617 7

4 morgan stanley 3,408 4

5 Credit suisse 3,255 5

6 Citigroup 3,084 6

7 goldman sachs 1,917 4

8 Lazard 1,647 3

9 renaissance Capital 1,513 3

10 ing 1,216 4

11 deloitte 1,183 5

12 UBs investment Bank 680 1

13 nomura holdings 641 1

14 m&a international 627 2

15 hsBC Bank 614 4source: mergermarket


CEE AND CIS

LEagUE taBLEs

the private equity buyout activity tables by value and volume are based on private equity firms advising the bidder on buyout deals where the dominant geography of the target company is CEE & Cis the tables by value and volume have been run from 01 January 2009 to 30 september 2009 and exclude lapsed and withdrawn deals

AcTiViTY TABle oF pRiVATe equiTY FiRMS on cee AnD ciS BuYouTS

the private equity exit activity tables by value and volume are based on private equity firms advising the vendor on exit deals where the dominant geography of the target company is CEE & Cisthe tables by value and volume have been run from 01 January 2009 to 30 september 2009 and exclude lapsed and withdrawn deals

AcTiViTY TABle oF pRiVATe equiTY FiRMS on cee AnD ciS exiTS

YTD 30-Sep-2009

house Value (€m)

Deal count

1 mid Europa partners 860 2

2 penta investments 27 2

3 gEd iberian private Equity 21 2

4 advent international Corporation 41 1

5= Ethemba Capital 23 1

5= nBgi private Equity 23 1

7 sgam ai private Equity 22 1

8 Jupiter national investment Fund 17 1

9 BaltCap management 6 1

10= arx Equity partners 0 1

10= EQt partners 0 1

10= royalton partners 0 1source: mergermarket

YTD 30-Sep-2009

house Value (€m)

Deal count

1= Bancroft private Equity 250 1

1= CCmp Capital advisors 250 1

2 mCi management 12 1

3= arca Capital - 1

3= arca investments - 1

3= penta investments - 1source: mergermarket

YTD 30-Sep-2009

house Value (€m)

Deal count

1= Bancroft private Equity 250 1

1= CCmp Capital advisors 250 1

2 mCi management 12 1

3= arca Capital - 1

3= arca investments - 1

3= penta investments - 1source: mergermarket

YTD 30-Sep-2009

house Value (€m)

Deal count

1 mid Europa partners 860 2

2 advent international Corporation 41 1

3 penta investments 27 2

4= Ethemba Capital 23 1

4= nBgi private Equity 23 1

5 sgam ai private Equity 22 1

7 gEd iberian private Equity 21 2

8 Jupiter national investment Fund 17 1

9 BaltCap management 6 1

10= arx Equity partners - 1

10= EQt partners - 1

10= royalton partners - 1source: mergermarket

VaLUE VoLUmE

VaLUE VoLUmE


CEE AND CIS

trEnd graphs

cee AnD ciS M&A quARTeRlY TRenD

VaLUE VoLUmE

0

2,000

4,000

6,000

8,000

10,000

12,000

14,000

16,000

Q309

Q209

Q109

Q408

Q308

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Q108

Q407

Q307

Q207

Q107

Q406

Q 06

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

valu

e (€

m)

0

30

60

90

120

150

180

Q309

Q209

Q109

Q408

Q308

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Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

volu

me

of d

eals

noRTh AMeRicAn M&A quARTeRlY pRiVATe equiTY TRenD

VaLUE VoLUmE

0

500

1,000

1,500

2,000

2,500

3,000

3,500

4,000

4,500

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q3 07

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

volu

me

of d

eals

CEE and CIS buyouts

CEE and CIS exits

0

5

10

15

20

25

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

volu

me

of d

eals

CEE and CIS buyouts

CEE and CIS exits



CEE AND CIS

trEnd graphs

cee AnD ciS M&A AnnuAl TRenDS

VaLUE VoLUmE

0

5

10

15

20

25

30

35

40

YTD 2009*20082007200620052004

All CEE and CIS M&A

CEE and CIS buyouts

CEE and CIS exits

valu

e (€

bn)

0

100

200

300

400

500

600

YTD 2009*20082007200620052004

volu

me

of d

eals

All CEE and CIS M&A

CEE and CIS buyouts

CEE and CIS exits

cee AnD ciS M&A SecToR BReAkDown YTD 2009

VaLUE VoLUmE

Consumer

TMT



Financial Services

Construction


Transportation

14.8%

7.3%

53.9%

2%

12.7%

3.9%

1%

3.2%

20.1%

16.7%

12.9%11.5%

8.6%

7%

6.2%

5.3%

4.8% 2%

Consumer

TMT



Financial Services

Construction


Transportation

Business Services

Agriculture


CEE AND CIS

mid-markEt dEaLs

Top 10 cee & ciS AnnounceD MiD MARkeT DeAlS YTD 30 SepTeMBeR 2009(€10m to €250m)






3-aug-09 p FarUtEx sp zoo; and nowaco Czech republic sro

Consumer advising seller: Jpmorgan

iva Zothova; advising seller: Weil gotshal & manges

the Bidvest group Limited

hsBC Bank; investec investment Banking

Baker & mckenzie; Edward nathan sonnenbergs

Bancroft private Equity LLp; and CCmp Capital advisors LLC

250

4-aug-09 C orlen Lietuva (9.98% stake)


advising seller: Lawin

polski koncern naftowy orlen sa

dewey & LeBoeuf; sorainen

government of Lithuania

210

26-mar-09 p telemobil sa tmt advising seller: Bnp paribas

advising seller: norton rose

Cosmote-mobile telecommunications sa

Citigroup; rothschild

Freshfields Bruckhaus deringer; Lina & guia

saudi oger Limited 207

2-Jul-09 p Central European media Enterprises (Ukrainian operations) (49% stake)

tmt advising seller: debevoise & plimpton

alstrom Business Corporation

Central European media Enterprises Ltd

206

30-Jun-09 C CosmoFon ad skopje; and germanos telekom sa skopje

tmt advising seller: EFg istanbul securities; rothschild

advising seller: dewey & LeBoeuf

telekom slovenije dd ing Clifford Chance Cosmote-mobile telecommunications sa

190

30-mar-09 C kazakhstan pipeline Ventures LLC (49.90% stake)


advising seller: herbert smith/gleiss Lutz/stibbe


royal Bank of scotland group

Bp plc 189

30-apr-09 p przedsiebiorstwo robot inzynieryjnych pol-aqua sa

Construction allen & overy

grupo dragados sa sg 178

30-Jul-09 C transpetrol as (49% stake)

Business services

advising seller: gibson dunn & Crutcher

ministry of Economy of the slovak republic

m&a international

White & Case nk Yukos oao 177

23-mar-09 C Central European media Enterprises Ltd. (30.60% stake)

tmt Jpmorgan Conyers dill & pearman; dewey & LeBoeuf; Latham & Watkins; simpson thacher & Bartlett (advising Jpmorgan)

time Warner inc Citigroup inc herbert smith/gleiss Lutz/stibbe; schoenherr rechtsanwaelte oEg; Weil gotshal & manges (advising Citigroup); Willkie Farr & gallagher; Wilmerhale

177

26-mar-09 C shubarkol komir JsC (25% stake)


Eurasian natural resources Corporation plc

Credit suisse denton Wilde sapte; Jones day

Eurasian Financial industrial Company JsC

156

source: mergermarket


CEE AND CIS

noRTh AMeRicAn M&A quARTeRlY MiD-MARkeT TRenD

VaLUE VoLUmE

0

500

1,000

1,500

2,000

2,500

3,000

3,500

4,000

Q309

Q2 09

Q109

Q408

Q308

Q208

Q108

Q407

Q3 07

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

valu

e (€

m)

0

10

20

30

40

50

60

70

80

Q309

Q2 09

Q1 09

Q4 08

Q308

Q208

Q108

Q407

Q3 07

Q2 07

Q107

Q406

Q306

Q206

Q106

Q405

Q3 05

Q205

Q105

Q404

Q304

Q204

Q104

volu

me

of d

eals

mid-markEt dEaLs



CEE AND CIS

mid-markEt LEagUE taBLEs

YTD 30-Sep-2009

house Value (€m)

Deal count

Value:

1 Jpmorgan 569 4

2 rothschild 416 3

3 ing 352 3

4 Citigroup 316 2

5 Credit suisse 290 2

6= hsBC Bank 250 1

6= investec investment Banking 250 1

8 Bnp paribas 207 1

9 EFg Eurobank Ergasias 190 1

10 royal Bank of scotland group 189 1

Volume:

1 Jpmorgan 569 4

2 rothschild 416 3

3 ing 352 3

4 Citigroup 316 2

5 Credit suisse 290 2

6 Bank of america merrill Lynch 185 2


8 deloitte 116 2

9 kpmg 75 2

10 raiffeisen investment 31 2source: mergermarket

the financial adviser league tables by value and volume have been run from 01 January2009 to 31 september 2009 and exclude lapsed and withdrawn deals. the tables cover allsectors and are based on the geography of either the target, bidder or seller being CEE & Cis

Top 10 MiD-MARkeT FinAnciAl ADViSeRS – cee AnD ciS(€10m to €250m)

YTD 30-Sep-2009

house Value (€m)

Deal count

Value:

1 dewey & LeBoeuf 610 6

2 Lawin 407 4


4= Baker & mckenzie 250 1

4= Edward nathan sonnenbergs 250 1

4= iva Zothova 250 1

7 sorainen 226 2

8 Freshfields Bruckhaus deringer 214 2

9= Lina & guia 207 1

9= norton rose 207 1

Volume:

1 dewey & LeBoeuf 610 6

2 Lawin 407 4

3 allen & overy 129 4



6 sorainen 226 2

7 Freshfields Bruckhaus deringer 214 2

8 herbert smith/gleiss Lutz/stibbe 196 2

9 squire, sanders & dempsey 187 2

10 dLa piper 85 2source: mergermarket

the legal adviser league tables by value and volume have been run from 01 January2009 to 31 september 2009 and include lapsed and withdrawn deals. the tables cover allsectors and are based on the geography of either the target, bidder or seller being CEE & Cis

Top 10 MiD-MARkeT legAl ADViSeRS – cee AnD ciS(€10m to €250m)


RUSSIA

RUSSIAA meRgeRmARket m&A RepoRt on

Russians in Sports• mikhail prokhorov, the richest man in Russia with an

estimated net worth of USt$9.5bn, has made an offer to the shareholders of the new Jersey nets. Under the proposal, prokhorov’s holding company onexim would acquire an 80% stake in the team and nearly half of a project to build a new arena in Brooklyn. the team is valued at US$295m, and is currently owned by Bruce Ratner, the US based real estate developer. In his blog posting, prokhorov wrote that the transaction is in line with his interest to improve Russian basketball by getting access to nBA training methods and sending Russian coaches for internships in the league.

• the transaction must be approved by three-fourths of the national Basketball Association’s board of governors. Ratner and prokhorov said they hope to have the sale completed by the first quarter of 2010. the transaction would make prokhorov, a former amateur basketball player, the nBA’s first non-north American owner.

• the 44-year-old billionaire is following in the footsteps of fellow Russian oligarch Roman Abravomich, who is the owner of the British soccer power Chelsea. In addition, Alisher Usmanov owns more than 25% of another British soccer team, Arsenal.

Russian Buyouts• the third quarter of 2009 saw the return of Russian

buyouts after a three month hiatus. A total of four transactions were recorded valued at €166m. In particular, mint Capital, the Russia based private equity firm, acquired the remaining 75% stake it does not already own in the Russian restaurant chain, tinkoff Restaurants, for an undisclosed consideration. Baring Vostok Capital partners (BVCp), the Russia based private equity investment management company, has acquired a 9% stake in Yandex, the Russian search engine company, for a total consideration of €69m. Also tpg Capital Lp, the US based private equity firm, agreed to purchase a 35.4% stake in ooo Lenta, the Russia based retail hypermarket and cash & carry store chains, from oleg Zherebtsov, the Russia based private investor, for an estimated minimum consideration of €77m. Finally, an mBo vehicle created for the acquisition of Depo Computers, the Russia based computer manufacturing and assembling firm, has agreed to acquire the company from IBS, the Russian company involved in management consulting, business applications, It infrastructure and It outsourcing businesses, for an undisclosed consideration, estimated to be around €22m.

• In the third quarter of 2008, seven buyout transactions were reported valued at €77m. Whilein the following quarters, activity saw a substantial decrease with only one transaction announced in both the last quarter of the year and the first quarter of 2009. the second quarter of 2009 saw no buyout activity in Russia.


RUSSIA

DeAL oF the month

Target: Ank Bashneft JSC Announced: 16 September 2009

Bidder: AFk Sistema Deal value: €253.55m

Seller: Deal nature: Acquisition

DESCRIPTION• AFk Sistema, the diversified Russian conglomerate,

announced that it has submitted to the Federal Financial markets Service (FSFR) a mandatory offer to acquire the minority shares in Ank Bashneft JSC, the listed Russian oil company.

• the transaction will be conducted via a mandatory public offer under Russian law.

TERMS• Bashneft minority shareholders will receive RUB 286.5

(US$9.34) cash per each Bashneft share held.

• the offer values the entire share capital of Bashneft at RUB 48.7bn (US$1.59bn) and the 23.48% stake to be acquired at RUB 11.5bn (US$373m).

• the offer represents a discount of 30.1% to the RUB 410 Bashneft closing share price on 14-Sep-09, the last trading day prior to the FSFR filing of the offer.

CONDITIONS• the mandatory offer is unconditional.

BACKGROUND• In march 2009, Sistema acquired majority stakes in oil

and petrochemical companies based in the Russian republic of Bashkortostan (Bashkiria) for a total cash consideration of US$2.5bn. Following the completion of the acquisitions Sistema became an owner of a 76.52% stake in Bashneft, after acquiring an additional 72.34% of Bashneft.

Advisers


Financial Financial

Legal Legal Internal

PR Financial

Premium analysis

Offer price per share ($) 6.35

1 day before -30.1%

1 month before -20.0%

1 day after -

Pre-rumour -


16-Sep-09 Sistema is looking to buy oil production assets


RUSSIA

TOP 15 RUSSIAN ANNOUNCED DEALS FOR YTD 30 SEPTEMBER 2009 Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia



7-Apr-09 C JSC gazprom neft (20% stake)


oAo gazprom enI SpA 0.8 3.3 4.6 - 3,089

30-mar-09 C Ank Bashneft JSC (56.52% stake); Bashkirnefteprodukt JSC (54.33% stake); novo-Ufimsky Refinery oJSC (67.33% stake); Ufa oil Refinery JSC (58.59% stake); Ufaneftekhim oJSC (45.88% stake); and Ufaorgsintez oJSC (53.02% stake)


AFk Sistema Agidel-Invest LLC; Inzer-Invest LLC; Ural-Invest LLC; and Yuryuzan-Invest LLC

- 1,894

2-Jun-09 p oAo Rostelecom (40% stake)

tmt Deposit Insurance Agency; and Vnesheconombank

kIt Finance 2.5 11.2 22.5 1.0% 1,513

5-Aug-09 p oAo Comstar United teleSystems (50.91% stake)

tmt mobile teleSystems oJSC

AFk Sistema 1.9 4.6 14.1 23.3% 1,412

27-may-09 p oAo novatek (13.13% stake)


Volga Resources SICAV SIF SA

Cartagena Development

4.8 10.3 15.8 - 1,125

3-mar-09 C oJSC polyus gold (20% stake)


Suleiman kerimov (private Investor)

Vladimir potanin (private investor)

3.1 7.7 67.8 -47% 541

26-may-09 C oAo Yamal Lng (51% stake)


oAo novatek Volga Resources SICAV SIF SA

- 465

17-Apr-09 C oJSC polyus gold (15% stake)


JSC nafta-moskva Interros Company

3.1 7.7 68.1 -55% 404

29-may-09 p tnk Bp International Limited (oil Field Services enterprises)


Weatherford International Ltd

novy Investments Limited

0.8 - 346

16-Sep-09 p Ank Bashneft JSC (23.48% stake)


AFk Sistema 9% 254

6-mar-09 p troika Dialog group (33% stake)

Financial Services

Standard Bank group Limited

n/a n/a - 237

19-Feb-09 p Bank VeFk (undisclosed stake)

Financial Services

Deposit Insurance Agency; nomoS Bank; and otkRItIe Financial Corporation

n/a n/a - 218

21-Jan-09 C Atomstroiexport (78% stake)

Construction Federal nuclear energy Agency of Russia

- 213

26-Aug-09 p Rosneft-Stroytransgaz Ltd (50% stake)


Rosneft oil Company oAo

Stroytransgaz oJSC

- 140

1-Apr-09 C pIk group (25% stake)

Real estate Lacero trading Ltd kirill pisarev (private Investor); and Yuri Zhukov (private Investor)

- 123


top DeALS


RUSSIA

top DeALS

TOP 5 RUSSIAN ANNOUNCED DEALS OF ThE MONTh (SEPTEMBER 2009)Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia



16-Sep-09 p Ank Bashneft JSC (23.48% stake)


AFk Sistema -30.1% 254

7-Sep-09 p ooo Lenta (35.40% stake)

Consumer JSC VtB Capital; and tpg Capital Lp

oleg Zherebtsov (private Investor)

0.1 - 77

15-Sep-09 C oAo tatnefteprom Zuzeevneft (75.90% stake)


ZAo Aloil - 72

11-Sep-09 C Yandex (9% stake) tmt Baring Vostok Capital partners (BVCp); tiger global management LLC; and UFg Asset management

oradell Capital - 69

24-Sep-09 C Rolf's mmC Distribution business (40% stake)

Business Services

mitsubishi Corporation Rolf group - 49



RUSSIA

expeCteD DeALS


Seller company Est. value/ Market Cap

(€m)

Comments

expected Deal YpF Sociedad Anonima


Lukoil oAo; oAo gazprom; Rosneft oil Company oAo; oil and natural gas Corporation Ltd (ongC); China national offshore oil Corporation Ltd; China national petroleum Corporation; or ongC Videsh Ltd

Repsol YpF SA 24,320 Repsol, the listed, Spanish oil company, is likely to be frustrated in its efforts to sell its stake in its Argentine subsidiary YpF as soon as possible, reported La gaceta. the report, appearing in a column reserved for market rumours, said potential buyers were the Russian oil companies Lukoil and gazprom, along with the Indian energy group ongC. the Indian company may join forces with one of its Russian counterparts to present a joint bid, the item added. According to a previous report, CnpC and CnooC are prepared to pay USD 17bn for Repsol’s 84% stake in YpF.

expected Deal Vostsibugol oJSC energy, mining & Utilities

Irkutskenergo oAo

euroSibenergo 283 Irkutskenergo wants to acquire the coal mining company Vostsibugol from its main shareholder eurosibenergo, reported Vedomosti. the paper cited a spokesperson for Irkutskenergo, a Russian power company. the spokesperson confirmed that Irkutskenergo’s board of directors today will consider a buy of Vostsibugol. Irkutskenergo will pay an amount for Vostsibugol similar to what en+ paid for the assets to Russian coal and energy company SUek in April 2008.

expected Deal Lyaskelya karier Construction Undisclosed bidder

Vozrozhdeniya-nerud

11 Vozrozhdeniya-nerud, a Russian private mining investment managing company, is looking to sell Lyaskelya karier(ooo ktn), a gravel producer, said Vladimir kirillov, who deputy Ceo of Vozrozhdenie. he said the company is interested in exiting the business to reinvest the funds in its other assets. he valued Lyaskelya at RUB 500m (USD 16m).


PIPELINE OF RUSSIAN ExPECTED DEALS


RUSSIA

LeAgUe tABLeS

VALUeYTD


(€m)Deal count

1 Jpmorgan 6,088 4


3 Citigroup 3,370 3


5 goldman Sachs 3,204 6Source: mergermarket

VoLUme

the financial adviser league tables by value and volume have been run from 01 January 2009 to 30 September 2009 and exclude lapsed and withdrawn deals. the tables cover all sectors andare based on the geography of either the target, bidder or seller being Russia

YTD 30-Sep-09

house Value (€m)

Deal count


2 Jpmorgan 6,088 4

3 Renaissance Capital 1,643 4



TOP 5 FINANCIAL ADVISORS - RUSSIA

VALUeYTD


(€m)Deal count




4 Akin gump Strauss hauer & Feld 1,936 4

5 DLA piper 1,673 3


VoLUme

the legal adviser league tables by value and volume have been run from 01 January 2009 to 30 September 2009 and include lapsed and withdrawn deals. the tables cover all sectors andare based on the geography of either the target, bidder or seller being Russia

YTD 30-Sep-09

house Value (€m)

Deal count



3 Akin gump Strauss hauer & Feld 1,936 4


5 CmS 137 4Source: mergermarket

TOP 5 LEGAL ADVISORS - RUSSIA


RUSSIA

tRenD gRAphS

RUSSIAN M&A qUARTERLY TREND

VALUe VoLUme


0

5,000

10,000

15,000

20,000

25,000

30,000

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

valu

e (€

m)

0

20

40

60

80

100

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

num

ber

of d

eals

RUSSIAN M&A qUARTERLY PRIVATE EqUITY TREND

VALUe VoLUme

0

500

1,000

1,500

2,000

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

valu

e (€

m)

Russian buyouts

Russian exits

0

2

4

6

8

10

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

num

ber

of d

eals

Russian buyouts

Russian exits


RUSSIA

tRenD gRAphS

RUSSIAN M&A ANNUAL TRENDS

VALUe VoLUme

0

10

20

30

40

50

60

70

80

YTD 2009*20082007200620052004

All Russian M&A

Russian buyouts

Russian exits

valu

e (€

bn)

0

50

100

150

200

250

300

350

YTD 2009*20082007200620052004

All Russian M&A

Russian buyouts

Russian exits

num

ber

of d

eals

RUSSIAN M&A SECTOR BREAKDOwN YTD 2009

VALUe VoLUme

Consumer

TMT


Financial Services


Construction

Leisure

Transportation

Agriculture

Real Estate

Business Services

2.5%

0.4%1.0%

23.2%

62.7%

4.7%

0.2% 4.5%

0.3%

0.04%

0.6%

21.1%

15.8%

14.9%14.0%

10.5%

9.6%

5.3%

2.6%

2.6% 1.8%1.8%

Consumer

TMT


Financial Services


Construction

Leisure

Transportation

Agriculture

Real Estate

Business Services


RUSSIA

mID-mARket DeALS

RUSSIAN TOP 10 MID MARKET DEALS IN CONSUMER SECTOR YTD 30 SEPTEMBER 2009($10m to $250m)





Seller company

Deal value (€m)

6-mar-09 p troika Dialog group (33% stake)

Financial Services

troika Dialog group

DLA piper; herbert Smith/gleiss Lutz/Stibbe

Standard Bank group Limited

Standard Bank group

Clifford Chance

237

19-Feb-09 C Bank VeFk (undisclosed stake)

Financial Services

Deposit Insurance Agency ; nomoS Bank; and otkRItIe Financial Corporation

218

21-Jan-09 C Atomstroiexport (78% stake)

Construction Federal nuclear energy Agency (Rosatom) of Russia

213

26-Aug-09 p Rosneft-Stroytransgaz Ltd (50% stake)


Rosneft oil Company oAo

Linklaters Stroytransgaz oJSC

140

1-Apr-09 C pIk group (25% stake)

Real estate Lacero trading Ltd

Skadden Arps Slate meagher & Flom

kirill pisarev (private Investor); and Yuri Zhukov (private Investor)

123

16-Apr-09 C kvartstroy Company (30% stake)

Construction Russia Development Fund

114

26-mar-09 C otkRItIe Financial Corporation (19.99% stake)

Financial Services

Lovells JSC VtB Bank CmS 111

24-Apr-09 p Russian Alcohol group (12% stake)

Consumer Advising Seller: Internal

Advising Seller: Weil gotshal & manges

Central european Distribution Corporation

Citigroup Dewey & LeBoeuf; maples & Calder; Shearman & Sterling (Advising Citigroup)

Lion Capital LLp

109

28-Aug-09 C eurocement group ZAo

Construction Filaret galchev (private Investor)

millhouse Capital Uk Ltd

105

3-Aug-09 p ZAo nk Dulisma energy, mining & Utilities

Advising Seller: Akin gump Strauss hauer & Feld

Sberbank Capital LLC

Urals energy public Company Limited

90



RUSSIA

RUSSIAN M&A qUARTERLY MID-MARKET TREND

VALUe VoLUme

0

1,000

2,000

3,000

4,000

5,000

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

valu

e (€

m)

0

10

20

30

40

50

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

num

ber

of d

eals


mID-mARket DeALS


RUSSIA

mID-mARket LeAgUe tABLeS

YTD 30-Sep-2009

house Value (€m)

Deal count

Value:

1 Citigroup 281 2

2= Standard Bank group 237 1

2= troika Dialog group 237 1

4 Renaissance Capital 228 2


Volume:

1 Citigroup 281 2

2 Renaissance Capital 228 2

3= Standard Bank group 237 1

3= troika Dialog group 237 1

5 m&A International 177 1Source: mergermarket

the financial adviser league tables by value and volume have been run from 1 January 2009 to 30 September 2009 and exclude lapsed and withdrawn deals. the tables cover all sectors and are based on the geography of either the target, bidder or seller being Russia

TOP 5 MID MARKET FINANCIAL ADVISORS - RUSSIA(€10m to €250m)

YTD 30-Sep-2009

house Value (€m)

Deal count

Value:

1 DLA piper 258 2

2 herbert Smith/gleiss Lutz/Stibbe 248 2


4 Linklaters 194 2

5 gibson Dunn & Crutcher 177 1

Volume:

1 DLA piper 258 2

2 herbert Smith/gleiss Lutz/Stibbe 248 2

3 Linklaters 194 2

4 Lovells 134 2

5 CmS 131 2Source: mergermarket

the legal adviser league tables by value and volume have been run from 1 January2009 to 30 September 2009 and include lapsed and withdrawn deals. the tables cover allsectors and are based on the geography of either the target, bidder or seller being Russia

TOP 5 MID MARKET LEGAL ADVISORS - RUSSIA(€10m to €250m)


MEN

A

THE MIDDLE EAST & NORTH AFRICA

A MERgERMARkET M&A REpORT ON

M&A quarterly activity on the rise, PE trend still stagnant• Although the annual M&A trend is still lower compared

to previous years, the M&A quarterly activity seems to be picking up sharply in the MENA region in the Q1-Q3 period, both in value and in volume. The current quarter registered a total value of $12.8bn via 35 transactions, compared to $2.5bn and 54 transactions in Q3 2008; an increase of more than 400%. This surge is most likely due to the two major deals over $1bn that occurred in the TMT sector in September. However, looking at the trend data for the mid-market, the data show a stagnant M&A trend in the last three quarters, both in value and in volume, and a dramatic decrease compared to Q1, Q2, Q3, 2008 (total value of $6.2bn and 108 transactions in 2008 versus $3.8bn and 45 deals).

• Once again, the TMT sector maintains its leading position in the top deal tables with six transactions, and remains the most active sector with 18 deals for the Q1-Q3 period. The second most active sector by volume after TMT, is Industrials & Chemicals with 14 transactions, and Financial Services by value, with $1.3bn.

• The private equity trend for the Q1-Q3 period remains low in value with eight transactions valued at $805m compared to a total buyout value of $1.5bn via 26 transactions in the three quarters for 2008. However, the exits are on the rise, with four transactions in the third quarter, valued at $413m, versus one exit in Q2 for $46m.

Pending merger in the UAE

• The announced merger in November 2008, of Tamweel and Amlak Finance, two leading Sharia-compliant real estate finance providers in the UAE, to create the largest real estate finance institution with a capital of $1.36bn, is still pending. Shares in the two companies have been suspended from trading since then.

• The rationale of the transaction is to form “a milestone development”, providing a strong growth platform for real estate financing in the UAE financial sector.

• The merger has been cast in doubt and a federal committee has been appointed to decide on what to do with the companies. The Emirates Securities & Commodities Authority will not permit their shares to resume trading until it is notified about the intentions of the two companies.

• Since then, the transaction has been slowed down, due to their real estate and banking related operations, but is expected to be resolved by the end of this year. However, the government has considered injecting liquidity in both companies as an alternative to the merger, from the $10bn it collected from its bond programme.

• Amlak had total assets of $3.866bn in the Q1 2008 and Tamweel had total assets of $2.940bn in Q1 2008, according to a previous report.


MEN

A

DEAL OF THE MONTH

Target: Medi Telecom SA (64.36% stake) Announced: 1 September 2009

Bidder: RMA Watanya SA; Fipar Holding; and FinanceCom SA Deal value: $1.14bn

Seller: portugal Telecom SgpS SA; and Telefonica Moviles Espana SA Deal nature: private, Cross Border

DESCRIPTION • FinanceCom SA, the Morocco based investment company,

RMA Watanya SA, the Morocco based insurance company, and Fipar Holding, the Morocco based fund managed by Caisse de Depots et de gestion (CDg), the Morocco based state-owned financial institution, have agreed to acquire a 64.36% stake in Medi Telecom SA (Meditel), the Morocco based telecommunications services provider, from portugal Telecom SgpS SA, the listed portugal based telecommunications services provider, and Telefonica Moviles Espana SA, the Spain based telecommunications firm and a wholly-owned subsidiary of Telefonica SA, the listed Spain based telecommunications company, for a total consideration of €800m.

TERMS • Under the terms of the agreement, Telefonica and

portugal Telecom will each receive €400m for their respective 32.18% stake in Meditel including the outstanding shareholders loans.

BACKGROUND• prior to the transaction, RMA Watania, FinanceCom, and

Holdco, an investment vehicle of CDg and Akwa group, the Morocco based conglomerate, owned a 13.05%, 5%, and 17.59% stake in Meditel respectively.

• RMA Watanya and FinanceCom are controlled by Othman Benjelloun, the Morocco based business man.

EXPECTED COMPLETION• The transaction is subject to the approval of Agence

Nationale de Reglementation des Telecommunications, the Moroccan telecommunications regulator, and is expected to close by the end of 2009.


MEN

A


1-Sep-09 Meditel: portugal Telecom uses BESI, Morgan Stanley and garrigues; total deal value EUR 800m

20-Jul-09 Meditel: Bidders invited to submit offers for 65% as well as 100% stakes, Rothschild advising Moroccan shareholders

23-Jun-09 Meditel: Second round expected to start shortly with five bidders; Vivo rumours played down


Multiples Value (€m) Offer price per share (€) -

Revenue 2.8x 634.16 1 day before -

EBITDA 6.4x 274.42 1 month before -

EBIT - - 1 day after -


Advisers


Financial Morgan Stanley Banco Espirito Santo Lazard

Financial Rothschild

Legal garriques Cuatrecasas, goncalves pereira

Legal Norton Rose gide Loyrette Nouel

PR - Financial -

DEAL OF THE MONTH


MEN

A

TOP 15 MENA ANNOUNCED DEALS FOR YTD 30 SEPTEMBER 2009 Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia


Revenue EBITDA P/E

27-Sep-09 C Telecommunication Company of Iran (50% stake)

TMT Etemad Mobin Development

7,798

12-Aug-09 p partner Communications Company Ltd (51.31% stake)

TMT Scailex Corporation Ltd Advent Investments pte Ltd

1.9 5.2 9.7 1.0% 1,827

1-Sep-09 p Medi Telecom SA (64.36% stake)

TMT FinanceCom SA; Caisse de Depots et de gestion; and RMA Watanya SA

portugal Telecom SgpS SA; and Telefonica Moviles Espana SA

2.8 6.4 31.4 - 1,138

5-Apr-09 p MobiNil Telecommunications S.A.E. (28.75% stake)

TMT France Telecom SA Orascom Telecom Holding SAE

- 715

15-Feb-09 p golden pyramids plaza SAE (76% stake)

Leisure South Valley Cement - 441

25-Jun-09 C Shuaa Capital pSC (48.40% stake)

Financial Services

Dubai Banking group n/a n/a 127.4% 408

8-Jul-09 C Societe des Telecommunications du Mali (51% stake)

TMT Maroc Telecom Republic of Mali - 382

14-Mar-09 C Wana Corporate SA (31% stake)

TMT Zain Al Ajial - 329

23-Feb-09 C Ventor Technologies Ltd

pharma, Medical & Bio

Medtronic Inc - 325

21-Jul-09 C Boubyan Bank of kuwait (13.20% stake)

Financial Services

National Bank of kuwait SAk

kuwait Investment Authority

n/a n/a 334.7 1.7% 293

19-Jul-09 p Dhofar power Company (53.90% stake)


Oman power & Water procurement Company

gCC Energy Fund; Malatan; Muscat Overseas group; Oman & Emirates Investment Holding Co. SAOg; and Malakoff Berhad

4.4 15.1 9.9 6.2% 252

8-Jul-09 p Commercial International Bank (Egypt) SAE (9.33% stake)

Financial Services

Actis Capital LLp Eton park Capital Management Lp; RHJ International SA; and Ripplewood Holdings LLC

n/a n/a 0.1 1.9% 244

9-May-09 p Hail Agricultural Development Company

Agriculture Almarai Company Ltd 2.5 11.7 13.6 15.8% 239

19-Mar-09 C L'Azurde (70% stake) Consumer Eastgate Capital group; Investcorp gulf Opportunity Fund I; and The National Investor

Al Othaim Holding Co

0.6 - 210

22-Mar-09 C Bank of Alexandria Sanpaolo (9.75% stake)

Financial Services

International Finance Corporation

Sanpaolo IMI SpA n/a n/a 31.4 1.1% 200


TOp DEALS


MEN

A

TOp DEALS

TOP 5 MENA ANNOUNCED DEALS OF ThE MONTh (SEPTEMBER 2009)Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia


Revenue EBITDA P/E

27-Sep-09 C Telecommunication Company of Iran (50% stake)

TMT Etemad Mobin Development

- 7,798

1-Sep-09 p Medi Telecom SA (64.36% stake)

TMT FinanceCom SA; Caisse de Depots et de gestion; and RMA Watanya SA

portugal Telecom SgpS SA; and Telefonica Moviles Espana SA

2.8 6.4 31.4 - 1,138

17-Sep-09 p Qatar Engineering & Construction Company WLL


Qatar America Asia Consortium

Qatar Shipping Company QSC

3.9 - 110

18-Sep-09 p Adgar Investments and Development Ltd (50.01% stake)

Real Estate Direct Insurance-Financial Investments

Zur Shamir group Ltd n/a n/a 29.7 28.9% 81

29-Sep-09 p Atbra Cement Company Ltd (33% stake)


Shuaiba Industrial Company (SIC)

- 11



MEN

A

ExpECTED DEALS




value ($m)

Comments

Rumoured Takeover

Tamweel pJSC Financial Services

Amlak Finance pJSC (B) goldman Sachs SA

1.36bn Amlak Finance and Tamweel may be merged to form an Islamic Bank with a capital of USD 1.36bn

Rumoured Takeover target

Mobile Telecommunications Company k.S.C.

TMT Consortium led by Vavasi Telegence, including Bharat Sanchar Nigam [BSNL], Mahanagar Telephone Nigam [MTNL] and the Malaysian investor Syed Mokhtar Al BukharyBharat Sanchar Nigam Ltd (BSNL)

goldman Sachs

National Investments Company k.S.C.C

13.7bn Bidding war for Zain likely as Bharti Airtel could take on BSNL following deal; talks with MTN breaking off; valuations could rise

Rumoured Takeover target

Mania El kamh Spinning


Misr-Iran Textile Co. (MIRATEx)

Misr-Iran Textile Co. (MIRATEx), the state owned spinning and weaving firm, is to sell subsidiary Mania El kamh Spinning

Expected Deal United Transformers Electric


Middle East Specialised Cables (MESC)

Wilson Transformer Company of Australia and Al-Fozan group

348 (turnover)

Middle East Specialized Cables mulls purchase of United Transformers Electric


PIPELINE OF MENA EXPECTED DEALS


MEN

A

LEAgUE TABLES

VALUEYTD


($m)Deal count









9 Citigroup 3,866 3


11 CALYON 3,051 1

12 HSBC Bank 2,828 3


14 JpMorgan 1,302 3

15 Lazard 898 3Source: mergermarket

VOLUME

The financial adviser league tables by value and volume have been run from 01 January 2009 to 30 September 2009 and exclude lapsed and withdrawn deals. The tables cover all sectors and are based on the geography of either the target, bidder or seller being The Middle East & North Africa.

YTD 30-Sep-2009

house Value ($m)

Deal count







7 Citigroup 3,866 3


9 HSBC Bank 2,828 3

10 JpMorgan 1,302 3

11 Lazard 898 3

12 Oppenheimer & Co 65 3



15 EFg-Hermes Holding Company 244 2Source: mergermarket

TOP 15 FINANCIAL ADVISERS – MENA

VALUEYTD


($m)Deal count






6 Wongpartnership 3,966 3

7 Uria Menendez 3,802 1

8 Allen & gledhill 3,717 2




12 Shook Lin & Bok Singapore 2,861 1



15 gide Loyrette Nouel 2,059 5Source: mergermarket

VOLUME

The legal adviser league tables by value and volume have been run from 01 January 2009 to 30 September 2009 and ludes lapsed and withdrawn deals. The tables cover all sectors and are based on the geography of either the target, bidder or seller being The Middle East & North Africa.

YTD 30-Sep-2009

house Value ($m)

Deal count






6 gide Loyrette Nouel 2,059 5


8 Linklaters 230 4


10 Wongpartnership 3,966 3



13 Baker & Mckenzie 314 3


15 Allen & gledhill 3,717 2Source: mergermarket

TOP 15 LEGAL ADVISERS – MENA


MEN

A

LEAgUE TABLES

VALUE

YTD 30-Sep-2009

house Value ($m)

Deal count

1 Actis Capital 244 1

2= Eastgate Capital group 210 1

2= Investcorp 210 1

4 Vector Capital 129 1

5 kuwait Finance House 52 1Source: mergermarket

VOLUME

The private equity buyout activity tables by value and volume are based on private equity firms advising the bidder on buyout deals where the dominant geography of the target company is The Middle East & North Africa. The tables by value and volume have been run from 01 January 2009 to 30 September 2009 and exclude lapsed and withdrawn deals.

YTD 30-Sep-2009

house Value ($m)

Deal count

1 Actis Capital 244 1

2= Eastgate Capital group 210 1

2= Investcorp 210 1

4 Vector Capital 129 1

5 kuwait Finance House 52 1Source: mergermarket

ACTIVITY TABLE OF PRIVATE EqUITY FIRMS ON MENA BUYOUTS

VALUE

YTD 30-Sep-2009

house Value ($m)

Deal count

1 gCC Energy Fund 252 1

2 Tiger global Management 85 1

3 First Israel Mezzanine Investors Fund 76 1

4 Haykala Investment Managers 46 1

5= kleiner perkins Caufield & Byers 34 1

5= pitango Venture Capital 34 1Source: mergermarket

VOLUME

The private equity exit activity tables by value and volume are based on private equity firms advising the vendor on exit deals where the dominant geography of the target company is The Middle East & North Africa. The tables by value and volume have been run from 01 January 2009 to 30 September 2009 and exclude lapsed and withdrawn deals.

YTD 30-Sep-2009

house Value ($m)

Deal count

1 gCC Energy Fund 252 1

2 Tiger global Management 85 1

3 First Israel Mezzanine Investors Fund 76 1

4 Haykala Investment Managers 46 1

5= kleiner perkins Caufield & Byers 34 1

5= pitango Venture Capital 34 1Source: mergermarket

ACTIVITY TABLE OF PRIVATE EqUITY FIRMS ON MENA EXITS


MEN

A

TREND gRApHS

MENA M&A qUARTERLY TREND

VALUE VOLUME

0

5,000

10,000

15,000

20,000

25,000

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

valu

e ($

m)

0

10

20

30

40

50

60

70

80

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

volu

me

of d

eals

MENA M&A qUARTERLY PRIVATE EqUITY TREND

VALUE VOLUME

0

500

1,000

1,500

2,000

2,500

3,000

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

valu

e ($

m)

MENA buyouts

MENA exits

0

2

4

6

8

10

12

14

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

num

ber

of d

eals

MENA buyouts

MENA exits



MEN

A

TREND gRApHS

MENA M&A ANNUAL TRENDS

VALUE VOLUME

0

10

20

30

40

50

60

YTD 2009*20082007200620052004

All MENA M&A

MENA buyouts

MENA exits

valu

e ($

bn)

0

50

100

150

200

250

YTD 2009*20082007200620052004

num

ber

of d

eals

All MENA M&A

MENA buyouts

MENA exits

MENA M&A SECTOR BREAKDOwN YTD 2009

VALUE VOLUME

7.3%

4.2%0.2%

72%

2.7%

3.8%

1.2% 2.3%1.4%

0.8%1.4% 2.5%

0.2%

TMT


Consumer

Financial services


Business services

Construction


Real Estate

Transportation

Agriculture

Leisure

Defence

5.5%

5.5%

4.4%

19.8%

15.4%

12.1%13.2%

9.9%

4.4%

3.3%3.3%

2.2% 1.1%

TMT


Consumer

Financial services


Business services

Construction


Real Estate

Transportation

Agriculture

Leisure

Defence


MEN

A

MID-MARkET DEALS

TOP 5 MENA ANNOUNCED MID MARKET DEALS OF ThE MONTh (SEPTEMBER 2009)($10M TO $250M)






8-Jul-09 p Commercial International Bank (Egypt) SAE (9.33% stake)

Financial Services

Advising seller: Internal

Advising seller: Internal; Debevoise & plimpton

Actis Capital LLp EFg-Hermes

Clifford Chance

Eton park Capital Management Lp; RHJ International SA; and Ripplewood Holdings LLC

244

9-May-09 p Hail Agricultural Development Company

Agriculture Almarai Company Ltd

Morgan Stanley

Clifford Chance

239

19-Mar-09 C L'Azurde (70% stake)

Consumer Advising seller: Credit Suisse

White & Case Eastgate Capital group; Investcorp SA; and The National Investor

Internal gide Loyrette Nouel; Herbert Smith/gleiss Lutz/Stibbe

Al Othaim Holding Co

210

22-Mar-09 C Bank of Alexandria Sanpaolo (9.75% stake)

Financial Services

Advising seller: Linklaters

International Finance Corporation

Baker & Mckenzie

Sanpaolo IMI SpA

200

10-Mar-09 C Libyan Emirates Oil Refining Company (50% stake)


Advising seller: Ashurst

TRASTA Dewey & LeBoeuf

The National Oil Corporation

175



MEN

A

MENA M&A qUARTERLY MID-MARKET TREND

VALUE VOLUME

0

500

1,000

1,500

2,000

2,500

3,000

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

valu

e ($

m)

0

5

10

15

20

25

30

35

40

45

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

volu

me

of d

eals

MID-MARkET DEALS



MEN

A


YTD 30-Sep-2009

house Value ($m)

Deal count

Value:



3= CIMB group 249 1

3= Standard Chartered 249 1

5 EFg-Hermes Holding 244 1

6 Wachovia 159 2

7= Aforge Finance 138 1

7= Rothschild 138 1


10= BNp paribas 117 1

10= JpMorgan 117 1

10= Swicorp 117 1

Volume:


2 Oppenheimer & Co 65 3


4 Wachovia 159 2

5= CIMB group 249 1

5= Standard Chartered 249 1

7 EFg-Hermes 244 1

8= Aforge Finance 138 1

8= Rothschild 138 1

10 UBS Investment Bank 135 1Source: mergermarket

The financial adviser league tables by value and volume have been run from 01 January2009 to 30 September 2009 and exclude lapsed and withdrawn deals. The tables cover allsectors and are based on the geography of either the target, bidder or seller being The Middle East & North Africa.

TOP 10 MID-MARKET FINANCIAL ADVISERS – MENA($10M TO $250M)

YTD 30-Sep-2009

house Value ($m)

Deal count

Value:





5= Drew & Napier 249 1

5= Wongpartnership 249 1

7 Debevoise & plimpton 244 1

8 Linklaters 230 2

9= gide Loyrette Nouel 210 1

9= Herbert Smith/gleiss Lutz/Stibbe 210 1

9= White & Case 210 1

Volume:


2 Allen & Overy 164 3




6 Linklaters 230 2

7 Meitar Liquornik geva & Leshem Brandwein

203 2

8 O'Melveny & Myers 170 2

9 kramer Levin Naftalis & Frankel 147 2

10 Latham & Watkins 126 2Source: mergermarket

The legal adviser league tables by value and volume have been run from 01 January2009 to 30 September 2009 and include lapsed and withdrawn deals. The tables cover allsectors and are based on the geography of either the target, bidder or seller being The Middle East & North Africa.

TOP 10 MID-MARKET LEGAL ADVISERS – MENA($10M TO $250M)

www.mergermarket.comremark, Part of The Mergermarket Group

11 West 19th Street, 2nd fl.New York, NY 10011USa

t: +1 212 686-5606f: +1 212 [email protected]

80 StrandLondon, WC2r 0rLUnited kingdom

t: +44 (0)20 7059 6100f: +44 (0)20 7059 [email protected]

Suite 2001grand millennium Plaza181 Queen’s road, CentralHong kong

t: +852 2158 9700f: +852 2158 [email protected]

disclaimer

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

remark, the events and publications arm of The Mergermarket Group, offers a range of publishing, research and events services that enable clients to enhance their own profile, and to develop new business opportunities with their target audience.

the following notes pertain to data contained in this publication:

• DealsareincludedwherethedealvalueisgreaterthanorequaltoEUR5m.

• Wherenodealvaluehasbeendisclosed,dealsareincludediftheturnoverofthe target is greater than or equal to Eur 10m.

• DealsareincludedinthegraphsandTopDealsineachsectionbasedonthe dominant geography and dominant sector of the target company. data underlying the League Tables are based on deals where the bidder, target or parent geography of either is that of the geography in focus.

• YTD2009*referstotheperiod01January2009to30September2009.

monthly m&a insider_october_2009.pdf

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