Global M&A Insider: Food & Beverage Consolidation

Monthly M&A InsIder
october 2009
A mergermArket report on globAl m&A Activity
CONTENTS
introduction
krAft, cAdbury And industry consolidAtion JApAnese finAnciAl services reshuffling buoys m&Abut will deAls continue to flow? cvc to Acquire cee brewing businesses
3
4 7 9
north AmericA lAtin AmericA AsiA-pAcific chinA JApAn AustrAliA europe uk germAny frAnce itAly benelux iberiA nordic cee And cis russiA
9 23 37 48 62 75 88 100 113 126 138 151 165 178
middle eAst & north AfricA
Monthly M&A InsIder

205 217
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IntroductIon
03
tHE nExt StEp For M&A

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 InGs 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 InBevs 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
Head of Research Elias Latsis Editor Anna Henderson For advertising opportunities contact: Erik Wickman Tel: 001 212 6863329 erik.wickman@mergermarket.com
North America Aksana Fitzpatrick Latin America Jennifer ruiz Asia-Pacific debbie Jung; Harris Gumnani Greater China Maggie cheung; Anita Wong; chunshek chan Japan Shunsuke okano Australia cicilie Lofsgard Europe Felix Barwinek UK Lars Lundqvist Germany Sola Akinola; Felix Barwinek France damien Julliard Italy Giovanni Gallorini Benelux Kathleen Van Aerden Iberia Samuel tedjasukmana Nordic Laya Monetilbano CEE/CIS nulifer Sezer Russia Irina Arefyeva MENA Marie-Laure Keyrouz Monthly M&A Report
INTrOduCTION /
KrAFT, CAdBury ANd INduSTry CONSOLIdATION

04
uS-BASEd KrAFT FOOdS 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.
At the moment, the size of Krafts bid is in limbo as the company awaits Cadburys third-quarter sales figures, but Krafts 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 industrys 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 years figures are inflated by the uS$22.6bn merger of Mars and The Wm. Wrigley Jr. Company, which represents an astounding 66% of the industrys 2008 aggregate deal value. Krafts acquisition of Cadbury could be the industrys largest deal for 2009, though Cadburys 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, Cadburys options may be limited if the conglomerate sweetens its offer this much, especially since competing bids are unlikely to trump Krafts. Since initial merger talks began in August, some of the industrys 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 Krafts 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. Krafts proposed acquisition of Cadbury, which has a market cap of uS$17.7bn, would
obviously change this: Cadbury would add to Krafts portfolio candy classics like Swedish Fish and Sour Patch Kids, not to mention Cadburys 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; Krafts uS$7.6bn acquisition of France-based Groupe danones biscuits and cereal business in 2007, which created the largest cookie company in Europe, and J.M. Smucker Companys 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 worlds 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.
Monthly M&A report
INTrOduCTION /
05
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 Hagen dazs and Betty Crocker, acquired Humm Foods, which has achieved tremendous success with its all-natural, gluten-free LrABAr 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 Brazils 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 allnatural 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 Nestles 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 longterm, a sale to a large-cap player will likely be Mediterraneans 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.
Monthly M&A report
INTrOduCTION /
06
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, midmarket 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
Monthly M&A report
INTrOduCTION /
JAPANESE FINANCIAL SErVICES rESHuFFLING BuOyS M&A BuT WILL dEALS CONTINuE TO FLOW?
07
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.
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 Japans largest non-life insurance group surpassing Tokio Marine Holdings. Nevertheless, Aioi Nissay dowa Insurances market share is projected to be a modest 33% a percentage which is unlikely to trouble Japans antitrust authorities. The second-largest such transaction saw daiwa Securities Group, one of Japans 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 knockdown 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.
SMFGs previous acquisition of Nikko Cordials assets is widely believed to have been the trigger for the groups 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 its 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 countrys 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 Japans economic outlook.
Monthly M&A report
INTrOduCTION /
JAPANESE FINANCIAL SErVICES rESHuFFLING BuOyS M&A BuT WILL dEALS CONTINuE TO FLOW?
08
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 countrys 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 Lifes imminent move abroad comes as the domestic life insurance market is becoming saturated given Japans 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
Monthly M&A report
IntroductIon /
cvc to AcquIre cee BrewIng BusInesses

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 worlds 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.
with the latest sale, ABI has surpassed its us$7bn (4.7bn) target of non-core asset disposals an integral part of the groups 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 & cos 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 ABIs brewing operations in nine cee countries for 1.49bn with a potential earn out of up to nearly 535m contingent upon the buyout houses return on investment. cvc will also retain the right to brew and distribute ABIs stalwart brands such as stella Artois, Becks 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, cvcs 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 sgrs 80% stake acquisition into Italys 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
A MERgERMARkET M&A REpORT ON
NORTH AMERICA
Debt for Equity Swaps on the rise
NORTH AMERICA
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 companys 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 companys 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. Midmarket 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
10
DEAL OF THE MONTH

Target:
Affiliated Computer Services Xerox Corp -
Announced: Deal value: Deal nature:
28 Sep 2009 $7,352m Acquisition, Domestic, public
NORTH AMERICA
Bidder: Seller:
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 companys 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 ACSs expertise in back-office operations to handle some of XRXs internal functions.
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 ACSs 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 Companys 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.
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 ACSs debt of $2bn and issue $300m of convertible preferred stock to ACSs Class B shareholders. The implied equity value of the transaction is approx. $5.7bn.
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 $65m.
Monthly M&A Report
11
DEAL OF THE MONTH
Exit multiples - Y/E 30/06/2009
Premium analysis Multiples Value ($m) Offer price per share ($) 1 day before 1 month before 1 day after Pre-rumour
NORTH AMERICA
63.11 33.6% 38.7% 14.1% -
Revenue EBITDA EBIT Earnings
1.1 x 6.9x 11.1x 18.4 x
6,523 1,113 686 350
Advisers Target/Seller Financial Legal Bidder
Citigroup Evercore partners Ropes & gray Shearman & Sterling (Advising Citigroup) Cravath Swaine & Moore Skadden Arps Slate Meagher & Flom (Advising Evercore partners) -
Financial Legal
JpMorgan Blackstone group Simpson Thacher & Bartlett Latham & Watkins (Advising JpMorgan)
PR
Financial
Brunswick group kekst and Company
mergermarket/dealReporter Intelligence
01-Oct-09 29-Sep-09
Affiliated Computer Services sued over takeover agreement with Xerox (Company press Release(s)) Xerox doesnt expect rival ACS bids, but analysts say offer may have to rise (Fortune Magazine)
Timetable and Expected Events Regulatory
HSR (USA)
Offer Timetable
30 cd waiting period; further 30 cd following compliance with the request for additional information
Termination Date prelim proxy Def proxy Effective Date Settlement Date
Company Events
27-June-10
re date by which merger must be completed before agreement must be amended re preliminary proxy statement filed with SEC, reviewing process typically lasts at least 30 cd, and can be as long as 60 cd re definitive proxy statement declared effective by SEC re date merger becomes effective, normally 2 td after EgM approval re date payment can be expected by, normally within 4 business days of Effective Date in state of Delaware
ACS EgM record date ACS EgM
re date shares must be held by in order to vote at the EgM re approval of merger by target's shareholders; normally 1m from def proxy
Monthly M&A Report
12
TOp DEALS
TOP 15 NORTH AMERICAN ANNOUNCED DEALS FOR YTD 30 SEPTEMBER 2009
NORTH AMERICA
Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Revenue EBITDA P/E Bid premia 1-day before Deal value ($m)
26-Jan-09
Wyeth
pharma, Medical & Biotech pharma, Medical & Biotech pharma, Medical & Biotech Financial Services
pfizer Inc
2.8
11.6
15.3
14.7%
63,266
30-Jan-09
genentech Inc (44.20% stake) Schering plough Corporation Citigroup Inc (36% stake) petro-Canada Liberty Entertainment Inc IndyMac Federal Bank FSB
Roche Holding Ltd
7.7
17.4
29.6
13.0%
44,291
9-Mar-09
Merck & Co Inc
2.3
8.7
22.1
33.9%
43,198
10-Jun-09
United States Department of the Treasury
n/a
n/a
-4.7%
25,000
23-Mar-09 4-May-09 19-Mar-09
C p C
Energy, Mining Suncor Energy Inc & Utilities TMT Financial Services The DirecTV group Inc MSD Capital Lp; J.C Flowers & Co LLC; Stone point Capital LLC; paulson & Co Inc; Soros Strategic partners Lp; and Silar Advisors Lp BlackRock Inc pepsiCo Inc Barclays plc
0.8
2.9
6.2
34.8% -
18,400 15,519 13,900
n/a
n/a
11-Jun-09 4-Aug-09 24-Jun-09
p p C
Barclays global Investors
Financial Services
n/a 1.0 2.3
n/a 7.4 4.7 49.3 9.3
8.6% 15.7%
13,653 10,640 8,800
pepsi Bottling group Consumer Inc (67% stake) Addax petroleum Corporation
Energy, Mining Sinopec International & Utilities petroleum Exploration and production Corporation TMT Frontier Communications Verizon Communications Inc United States Department of the Treasury Xerox Corporation
13-May-09
Verizon (local wireline operations in 14 states) gMAC LLC (undisclosed economic interest) Affiliated Computer Services Inc TEppCO partners Lp Sun Microsystems Inc
8,600
21-May-09
Financial Services Business Services
n/a
n/a
7,875
28-Sep-09 29-Jun-09 20-Apr-09
p p p
1.1 0.4 0.4
6.6 15.9 4.9
17.7 19.0 19.4
33.6% 9.3% 42.0%
7,352 6,025 5,629
Energy, Mining Enterprise products & Utilities partners Lp TMT Oracle Corporation
C = Completed; p = pending; L = Lapsed
Source: mergermarket
Monthly M&A Report
13
TOp DEALS
TOP 5 NORTH AMERICAN ANNOUNCED DEALS OF THE MONTH (SEPTEMBER 2009)

NORTH AMERICA
28-Sep-09 21-Sep-09 16-Sep-09
p p p
Affiliated Computer Services Inc perot Systems Corporation
Business Services Business Services
Xerox Corporation Dell Inc JBS USA Holdings Inc
1.1 1.4 0.3
6.6 12.8 (loss)
17.7 30.6 (loss)
33.6% 67.5% -
7,352 3,807 2,750
Consumer pilgrim's pride Corporation (64.00% stake) Sepracor Inc Omniture Inc
3-Sep-09 15-Sep-09
p p
pharma, Medical Dainippon Sumitomo & Biotech pharma TMT Adobe Systems Incorporated procter & gamble Company
1.8 5.3
12.1 115.7
5.1 (loss)
27.6% 26.5%
2,336 1,554
Monthly M&A Report
14
EXpECTED DEALS
PIPELINE OF NORTH AMERICAN EXPECTED DEALS
NORTH AMERICA
Situation Target company Sector Potential bidder company Seller company Financial adviser to bidder (B); target (T); seller (S) Market cap/ est. value ($m) Comments
Expected Deal
EpOD Solar Inc.
Energy, Mining & Utilties
DayStar Technologies
300m
DayStar will purchase substantially all of the assets of EpOD Solar. pursuant to the Letter of Intent, the total value of the transaction will be approximately USD 300m. DayStar will authorize and issue a new series of preferred shares to the shareholders of EpOD Solar. Erickson Retirement Communities, the Baltimore, Maryland-based retirement community operator, has inked a deal with an investor, reported the Wall Street Journal. The operator in September missed an interest payment on a USD 48m junior corporate loan.
Expected Deal
Erickson Retirement Communities
Real estate
Undisclosed Bidder
John Erickson (private Investor)
244(debt in July)
Expected Deal
JpMorgan Cazenove
Financial Services
JpMorgan Chase & Co
Cazenove
221(pre-tax JpMorgan confirms ongoing negotiations with Cazenove over JpMorgan Cazenove buyout. A profit for spokesperson for JpMorgan has confirmed 2008) the listed investment bank is in constructive ongoing discussions about its joint venture with broker Cazenove, JpMorgan Cazenove. 6m Epolin, Inc. a specialized chemical company, announced that it has signed a further amendment to a previously announced non-binding letter of intent whereby all of the outstanding capital stock of the Company will be acquired by a strategic purchaser. pursuant to the amendment, Epolin has agreed to negotiate exclusively with the potential buyer until 15 December 2009. No other terms were disclosed.
Expected Deal
Epolin, Inc.
Industrials & Undisclosed Chemicals Bidder
Monthly M&A Report
15
LEAgUE TABLES
TOP 20 FINANCIAL ADVISERS NORTH AMERICA
NORTH AMERICA
VALUE
YTD 30-Sep-2009 House Value ($m) Deal count
VOLUME
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20
goldman Sachs Morgan Stanley JpMorgan Citigroup Bank of America Merrill Lynch Barclays Capital Credit Suisse Evercore partners Deutsche Bank greenhill & Co RBC Capital Markets Lazard UBS Investment Bank CIBC World Markets perella Weinberg partners Rothschild Blackstone group Centerview partners Macquarie group Nomura Holdings
251,941 219,620 185,041 174,872 161,824 141,570 104,573 85,931 56,845 53,946 46,908 33,984 28,226 26,161 24,605 16,856 15,727 14,997 8,334 8,132
84 80 80 53 66 37 56 14 51 15 43 52 51 19 5 40 16 4 18 9
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20
goldman Sachs Morgan Stanley JpMorgan Bank of America Merrill Lynch Credit Suisse Citigroup Lazard Deutsche Bank UBS Investment Bank RBC Capital Markets Houlihan Lokey Rothschild Barclays Capital Jefferies & Company pricewaterhouseCoopers BMO Capital Markets Sandler O'Neill & partners kpMg CIBC World Markets Macquarie group
251,941 219,620 185,041 161,824 104,573 174,872 33,984 56,845 28,226 46,908 2,877 16,856 141,570 7,168 2,918 5,555 1,950 1,644 26,161 8,334
84 80 80 66 56 52 52 51 51 43 42 40 37 25 23 21 21 20 19 18
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 USA and Canada
TOP 20 LEgAL ADVISERS NORTH AMERICA
VALUE
VOLUME
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20
Skadden Arps Slate Meagher & Flom Simpson Thacher & Bartlett Wachtell, Lipton, Rosen & katz Davis polk & Wardwell Sullivan & Cromwell Cleary gottlieb Steen & Hamilton Shearman & Sterling paul Weiss Rifkind Wharton & garrison Dewey & LeBoeuf Blake, Cassels & graydon Clifford Chance Latham & Watkins Debevoise & plimpton Cravath Swaine & Moore Stikeman Elliott Freshfields Bruckhaus Deringer Cadwalader, Wickersham & Taft Alston & Bird Wilson Sonsini goodrich & Rosati Fried Frank Harris Shriver & Jacobson
229,169 145,457 144,136 141,520 140,622 139,457 118,711 106,633 103,832 97,880 91,650 90,371 89,392 88,428 83,904 76,141 67,843 61,173 59,286 49,297
79 42 31 40 36 50 57 32 56 56 42 88 30 32 47 22 5 29 48 12
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20
Jones Day Latham & Watkins kirkland & Ellis Skadden Arps Slate Meagher & Flom DLA piper Shearman & Sterling Dewey & LeBoeuf Blake, Cassels & graydon Cooley godward kronish Weil gotshal & Manges Cleary gottlieb Steen & Hamilton Wilson Sonsini goodrich & Rosati Stikeman Elliott Baker & Mckenzie McCarthy Tetrault gibson Dunn & Crutcher O'Melveny & Myers Simpson Thacher & Bartlett Clifford Chance Davis polk & Wardwell
12,179 90,371 12,738 229,169 8,164 118,711 103,832 97,880 7,948 48,504 139,556 59,286 83,904 17,879 30,556 27,477 3,910 145,457 91,650 141,520
120 88 81 79 66 57 56 56 56 55 50 48 47 46 45 45 45 42 42 40
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 and are based on the geography of either the target, bidder or seller being USA and Canada
Monthly M&A Report
16
LEAgUE TABLES
ACTIVITY TABLE OF PRIVATE EqUITY FIRMS ON NORTH AMERICAN BUYOUTS

NORTH AMERICA
VALUE
VOLUME
1= 1= 1= 1= 5 6 7 8 9 10
J.C Flowers & Co MSD Capital Soros Strategic partners Stone point Capital LS power group Harbinger Capital partners The Carlyle group Centerbridge partners Blackstone group East Rock Capital
13,900 13,900 13,900 13,900 1,498 1,206 940 900 900 900
1 1 1 1 1 1 2 3 2 1
1 2 3 4 5 6 7= 7= 7= 10
platinum Equity golden gate Capital ABS Capital partners Centerbridge partners One Equity partners Wynnchurch Capital Catterton partners Marlin Equity partners palladium Equity partners The Carlyle group
24 528 99 900 371 65 940
6 4 4 3 3 3 3 3 3 2
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 EXITS
VALUE
VOLUME
1 2 3 4 5 6= 6= 6= 6= 10
Blackstone group Sequoia Capital Benchmark Capital gTCR golder Rauner Venture Frogs Apax partners good Energies Investments HealthCap Sofinnova partners Vantagepoint Venture partners
3,320 1,397 1061 900 807 700 700 700 700 695
2 4 8 3 1 1 1 1 1 2
1 2 3 4 5 6 7 8 9 10
Benchmark Capital American Capital New Enterprise Associates Warburg pincus Menlo Ventures Intel Capital Sequoia Capital First Round Capital Vulcan Capital August Capital
1061 571 430 407 137 83 1397 213 200 170
8 5 5 5 5 5 4 4 4 4
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
Monthly M&A Report
17
TREND gRApHS
NORTH AMERICAN M&A qUARTERLY TREND
NORTH AMERICA
VALUE
600,000
NUMBER
1,400
500,000
1,200
1,000
volume of deals
400,000
value ($m)
800
300,000
600
200,000 400 100,000
200
0 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09
Moving average trend line
NORTH AMERICAN M&A qUARTERLY PRIVATE EqUITY TREND
VALUE
225,000 200,000 175,000 150,000
VOLUME
275 250 225
number of deals
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09
200 175 150 125 100 75
value ($m)
125,000 100,000 75,000 50,000 25,000 0
50 25 0 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09
North American buyouts North American exits
North American buyouts North American exits
Monthly M&A Report
18
TREND gRApHS
NORTH AMERICAN M&A ANNUAL TRENDS

NORTH AMERICA
VALUE
2,000
VOLUME
6,000
5,000 1,500
1,000
number of deals
4,000
value ($bn)
3,000
2,000
500 1,000
0 2004 2005 2006 2007 2008 YTD 2009*
0 2004 2005 2006 2007 2008 YTD 2009*
All North American M&A North American buyouts North American exits
All North American M&A North American buyouts North American exits
NORTH AMERICAN M&A SECTOR BREAkDOwN YTD 2009
VALUE
1.3% 0.5% 1.1% 0.8% 9.4% 0.7% 0.4% 11%
TMT Industrials & Chemicals Financial services
VOLUME
0.8% 0.8% 1.9% 0.6% 3.5% 8.9% 2.7% 19.6%
TMT Industrials & Chemicals Financial services Energy, Mining & Utilites
17%
Energy, Mining & Utilites Business services
19.4%
Consumer Pharma, Medical & Biotech
9.5%
Business services
15.2%
Consumer Pharma, Medical & Biotech Leisure
6.4%
Leisure Construction Transportation
11% 13.6% 12.1%
Construction Transportation Defence Real Estate Agriculture
17.1%
14.9%
Defence Real Estate Agriculture
Monthly M&A Report
19
TREND gRApHS
NORTH AMERICAN M&A DEAL SIzE BREAkDOwN

NORTH AMERICA
VALUE
1,000 900 800 700 600 500 400 300 200 100 0 H1 2004 H2 2004 H1 2005 H2 2005 H1 2006 H2 2006 H1 2007 H2 2007 H1 2008 H2 2008 H1 2009 H2 2009*
VOLUME
3,000
2,500
number of deals
2,000
value (bn)
1,500
1,000
500
0 H1 2004 H2 2004 H1 2005 H2 2005 H1 2006 H2 2006 H1 2007 H2 2007 H1 2008 H2 2008 H1 2009 H2 2009*
> 501m 251m-500m 101m-250m 15m-100m 5m-14.9m
> 501m 251m-500m 101m-250m 15m-100m 5m-14.9m Value not disclosed
Monthly M&A Report
20
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)
NORTH AMERICA
25-Sep-09
American Community properties Trust The CUMIS group Limited
Real Estate
FBR Capital Hunton & Markets Williams; Alston & Bird RBC Capital Blake, Cassels Markets & graydon
FCp Fund I Lp
Hogan & Hartson Fasken Martineau
Wilson family
221
17-Sep-09
Financial Services
Central 1 Credit Union; and Co-operators Life Insurance Company CA, Inc
CUNA Mutual group
215
14-Sep-09
NetQoS Inc
Business Services
Blank Rome; Miller, Egan, Molter & Nelson goldman Sachs Deutsche Bank WilmerHale
Baker Botts
Liberty partners Lp
200
28-Sep-09
Aspect Medical Systems, Inc. Intellon Corporation
pharma, Medical & Biotech TMT
Covidien plc
JpMorgan
Ropes & gray Davis polk & Wardwell; pillsbury Winthrop Shaw pittman; Shearman & Sterling (Advising Credit Suisse) Fasken Martineau Renewable Energy generation Limited 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
190
8-Sep-09
Dechert; O'Melveny & Myers (Advising Deutsche Bank); proskauer Rose
Atheros Communications Inc
Credit Suisse
182
30-Sep-09
AIM powergen Corporation
Energy, Mining & Utilities
Advising Seller: Lexicon partners Credit Suisse
Advising Seller: Carey Olsen; Hammonds; Ogilvy Renault; Torys paul Hastings Janofsky & Walker
International power plc
173
14-Sep-09
Mint Software, Inc
TMT
Intuit Inc
goldman Sachs
Latham & Watkins
170
Monthly M&A Report
21
MID-MARkET DEALS
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)
NORTH AMERICA
8-Sep-09
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
Financial Fox-pitt kelton Cochran Caronia Services Waller LLC EXCO Resources Energy, Mining (Oil and natural & Utilities gas properties in the Appalachian Basin) Advising Seller: RBC Capital Markets
Macquarie group Limited EV Energy partners Lp
Macquarie group
kirkland & Ellis
J.C Flowers & Co LLC EXCO Resources Inc
147
29-Sep-09
145
Monthly M&A Report
22
MID-MARkET DEALS
NORTH AMERICAN M&A qUARTERLY MID-MARkET TREND

NORTH AMERICA
VALUE
40,000 35,000
VOLUME
600
500
30,000
value ($m)
25,000
number of deals
400
20,000
300
15,000
200
10,000 100 5,000 0 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09
Monthly M&A Report
23
MID-MARkET LEAgUE TABLES

TOP 15 MID-MARkET FINANCIAL ADVISERS NORTH AMERICA ($10M TO $250M)
YTD 30-Sep-2009 Value: House Value ($m) Deal count
TOP 15 MID-MARkET LEgAL ADVISERS NORTH AMERICA ($10M TO $250M)

NORTH AMERICA
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
Volume:
JpMorgan Morgan Stanley Credit Suisse RBC Capital Markets goldman Sachs Houlihan Lokey Bank of America Merrill Lynch Deutsche Bank Lazard UBS Investment Bank BMO Capital Markets Scotia Capital Citigroup Macquarie group Rothschild JpMorgan RBC Capital Markets Morgan Stanley Credit Suisse goldman Sachs Houlihan Lokey Bank of America Merrill Lynch Deutsche Bank Lazard Rothschild UBS Investment Bank Jefferies & Company peters & Co. BMO Capital Markets Citigroup
4,258 2,830 2,819 2,686 2,516 2,045 1,903 1,727 1,580 1,572 1,292 1,269 1,219 1,133 1,108 4,258 2,686 2,830 2,819 2,516 2,045 1,903 1,727 1,580 1,108 1,572 1,054 1,090 1,292 1,219
30 24 22 25 22 21 19 18 18 15 13 9 12 11 16 30 25 24 22 22 21 19 18 18 16 15 15 14 13 12
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
Volume:
Latham & Watkins kirkland & Ellis Jones Day Blake, Cassels & graydon Skadden Arps Slate Meagher & Flom Dewey & LeBoeuf Cleary gottlieb Steen & Hamilton Shearman & Sterling gibson Dunn & Crutcher McCarthy Tetrault Davis polk & Wardwell Wilson Sonsini goodrich & Rosati Weil gotshal & Manges O'Melveny & Myers Fasken Martineau Jones Day Latham & Watkins kirkland & Ellis Blake, Cassels & graydon Cooley godward kronish DLA piper Wilson Sonsini goodrich & Rosati Skadden Arps Slate Meagher & Flom O'Melveny & Myers Dewey & LeBoeuf gibson Dunn & Crutcher Osler, Hoskin & Harcourt Shearman & Sterling McCarthy Tetrault Cleary gottlieb Steen & Hamilton
2,948 2,680 2,554 2,528 2,326 2,289 2,155 2,144 1,832 1,803 1,722 1,703 1,655 1,650 1,615 2,554 2,948 2,680 2,528 1,483 1,562 1,703 2,326 1,650 2,289 1,832 1,388 2,144 1,803 2,155
34 33 41 29 24 22 20 21 22 21 12 25 19 23 19 41 34 33 29 29 26 25 24 23 22 22 22 21 21 20
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
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 USA & Canada
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 USA & Canada
Monthly M&A Report
24
A MERgERMARkET M&A REpoRT oN
LATIN AMERICA
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 companys 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. Its 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 countrys regulator. Though the top companies are foreign-owned, Chiles 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 ADECoSEs 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 LazamMDS 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 LazamMDS with Suzano in 2002. Sonae had 55% of the JV, and Suzano, 45%. In the following years MDS acquired from Lloyds 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 AMERICA
Monthly M&A Report
24
DEAL oF THE MoNTH

Target:
Seara Alimentos S.A Marfrig Frigorificos e Comercio de Alimentos SA Cargill Incorporated
14 September 2009 $900m Acquisition, Cross border, private
LATIN AMERICA
Bidder: Seller:
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.
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 groups 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.
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.
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 $1.7bn.
Monthly M&A Report
25
DEAL oF THE MoNTH
Premium analysis Multiples Value ($m) Offer price per share ($) 1 day before 1 month before 1 day after Pre-rumour
LATIN AMERICA
0.5x -
1,700 -
Advisers Target/Seller Financial Legal Bidder
Financial Legal
Banco Bradesco Credit Suisse Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados
Monthly M&A Report
26
Top DEALS
TOP 15 LATIN AMERICAN ANNOUNCED DEALS YTD 30 SEPTEMBER 2009
LATIN AMERICA
21-Jul-09 8-Sep-09
p p
Aracruz Celulose SA Industrials & (55.20% stake) Chemicals gVT (Holding) SA TMT
Fibria Vivendi SA global Village Telecom (Holland) BV; Swarth group
2.3 3.4
8.4 14.2
(loss) 224.2
23.6%
4,307 3,051
19-May-09 20-Apr-09 23-Apr-09
p p p
Sadia SA (88% stake) Banco UBS pactual SA Terna participacoes SA glencore International Ag (prodeco business in Colombia) Siderurgica del orinoco CA (59.70% stake) Casas Bahia Comercial Ltda (25% stake) Banco Votorantim (50% stake)
Consumer Financial Services
BRF Brasil Foods SA BTg Investments Lp UBS Ag Terna - Rete Elettrica Nazionale SpA glencore International Ag
0.7 n/a 8.1
7.2 n/a 9.5
(loss)
2,521 2,500 2,177
Energy, Mining Cemig geracao e & Utilities Transmissao S.A Energy, Mining Xstrata Coal South & Utilities America Ltd
59.0
34.3%
29-Jan-09
2,000
7-May-09
Industrials & Chemicals Consumer
Corporacion Venezolana de guayana Michael klein (private Individual) Banco do Brasil SA Fibria Fibria
Ternium SA
1,970
5-Aug-09
Saul klein (private Individual) Votorantim Financas Lorentzen group Arainvest participacoes SA grupo Votorantim
1.0
1,888
9-Jan-09 20-Jan-09 5-Mar-09 30-Jan-09 19-May-09 3-Jul-09 14-Sep-09
C C C C p C p
Financial Services
n/a 3.6 3.5
n/a 10.2 9.9 (loss) (loss)
-19.9% 65.4% -
1,353 1,178 1,110 1,110 1,056 1,050 900
Aracruz Celulose SA Industrials & (28.03% stake) Chemicals Aracruz Celulose SA Industrials & (28.03% stake) Chemicals VBC Energia SA (50% stake) Sadia SA (12% stake) Banco de Venezuela SACA
Energy, Mining Construcoes e Comercio & Utilities Camargo Correa SA Consumer Financial Services BRF Brasil Foods SA
0.7 n/a 0.5
6.9 n/a
(loss)
government of Venezuela Banco Santander, SA Marfrig Frigorificos e Comercio de Alimentos SA Cargill Incorporated
Seara Alimentos S.A Consumer
Monthly M&A Report
27
Top DEALS
TOP 5 LATIN AMERICAN ANNOUNCED DEALS FOR YTD 30 SEPTEMBER 2009

LATIN AMERICA
8-Sep-09
gVT (Holding) SA
TMT
Vivendi SA
global Village Telecom (Holland) BV; Swarth group Cargill Incorporated
3.4
14.2
224.2
23.6%
3,051
14-Sep-09
Seara Alimentos SA
Consumer
Marfrig Frigorificos e Comercio de Alimentos SA Agra Empreendimentos Imobiliarios SA Agra Empreendimentos Imobiliarios SA
0.5
900
1-Sep-09 1-Sep-09
p p
klabin Segall SA Abyara planejamento Imobiliario SA Empresa Distribuidora Electrica Regional SA (75.60% stake)
Real Estate Real Estate
54.3 10.4
14.0% 17.7%
676 464
22-Sep-09
Energy, Mining AEI Utilities SL & Utilities
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 2009

Announced Status Target company Sector Target/seller financial Seller company Bidder company Bidder financial adviser Bidder legal adviser Seller company Deal value ($m)
28-Jul-09 C
Lafarge Chile SA
Construction
Advising Seller:
CALYoN; Morgan Stanley; Rothschild

Advising Seller:
Advising Seller: Carey
grupo Brescia
y Cia
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
Citigroup
Advising Seller: Carey
y Cia
CNA Chile Compania de Seguros de Vida S.A CgE generacion
INg group NV
350
25-Jun-09 p
Empresa Electrica Energy, Lican (55% stake); Mining & Iberoamericana de Utilities Energia IBENER SA (94.74% stake) VTR globalCom SA (20% stake) FullFresh TMT Consumer
Iberdrola Energia; Iberdrola Energia de Chile Limitada Cristalerias de Chile SA Barros & Santander Errazuriz global Banking and Abogados Markets Mosa family
298
4-Sep-09 8-Jan-09
p C
Celfin Capital Southern Cross group
295 87
Monthly M&A Report
28
Top DEALS
TOP 5 ANDEAN ANNOUNCED DEALS FOR YTD 30 SEPTEMBER 2009

LATIN AMERICA
Announced Status Target company Sector Target/seller financial Seller company Bidder company Bidder financial adviser Bidder legal adviser Seller company Deal value ($m)
29-Jan-09
glencore International Ag (prodeco business in Colombia)
Deloitte;
Advising Seller:
Advising Seller:
Morgan Stanley
Slaughter and May
Xstrata Coal South America Ltd
Deutsche Bank; Rothschild; JpMorgan
Conyers Dill & pearman; Freshfields Bruckhaus Deringer; Linklaters
glencore International Ag
2,000
10-Mar-09
Hocol SA
Advising Seller:
BNp paribas
Advising Seller: Barbe
Ecopetrol SA
Citigroup
Carpentier Thibault groener Associes; Travers Smith JpMorgan Hogan & Hartson; Ibarra Abogados
Advising Seller: Baker
Shearman & Maurel et prom Sterling SCA
580
10-Jul-09
protabaco Ltda
Consumer
philip Morris International Inc
Credit Suisse
Hunton & Williams; prieto & Carrizosa Shearman & Enbridge Inc Sterling
452
16-Mar-09
oleoducto Central SA (24.70% stake) Compania Colombiana de Inversiones SA (15.30% stake)
Energy, Mining & Utilities Energy, Mining & Utilities
Ecopetrol SA
418
& Mckenzie Inversiones Argos SA Citigroup
3-Mar-09
105
Monthly M&A Report
29
EXpECTED DEALS
PIPELINE OF LATIN AMERICAN EXPECTED DEALS
LATIN AMERICA
Situation Target company Sector Potential bidder company Financial adviser to bidder (B); target (T); seller (S) Seller company Market cap/ est. value ($m) Comments
Rumoured takeover target
TgN
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. It was reported that grupo Rios, the Colombiabased 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 conglomerates 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$34m. Wuhan, the China based steelmaker, has been reported to be in advanced talks about taking an equity stake in MMX, the mining holding company of the Eike Batista group, or its MMX Sudeste subsidiary. Ricard Antunes, president of EBX subsidiary LLX Logistica, confirmed that talks were underway regarding Wuhans taking an equity stake in MMX. If confirmed, the deal would require a primary emission of shares by MMX, noted the report adding that the capital raised from Wuhan would guarantee the funds needed to execute MMXs business plan.
Express de Santiago Uno
Transportation
grupo Rios
USD 34m (target revenue)
MMX or MMX Sudeste
Wuhan
grupo EBX
USD 850m (capital requirements of MMX)
Expected deals based on confirmed announcements by companies involved
Monthly M&A Report
30
LEAgUE TABLES
TOP 15 FINANCIAL ADVISERS - LATIN AMERICA
LATIN AMERICA
VALUE
YTD 30-Sep-2009 house Value ($m) Deal count
VoLUME
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
JpMorgan Citigroup UBS Investment Bank Credit Suisse Rothschild Estater Assessoria Financeira Banco Bradesco Morgan Stanley BNp paribas CALYoN global M&A Deutsche Bank Deloitte Santander global Banking and Markets Banco Bilbao Vizcaya Argentaria
10,992 9,746 9,317 8,173 7,906 7,344 5,605 5,329 5,237 3,511 2,205 2,202 2,000 1,796 1,687
15 12 12 15 6 5 7 11 4 2 4 4 2 4 2
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
JpMorgan Credit Suisse Citigroup UBS Investment Bank Morgan Stanley Banco Bradesco Rothschild Estater Assessoria Financeira BNp paribas global M&A Deutsche Bank Santander global Banking and Markets goldman Sachs pricewaterhouseCoopers Bank of America Merrill Lynch
10,992 8,173 9,746 9,317 5,329 5,605 7,906 7,344 5,237 2,205 2,202 1,796 1,295 685 545
15 15 12 12 11 7 6 5 4 4 4 4 4 3 3
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
TOP 15 LEGAL ADVISERS - LATIN AMERICA
VALUE
VoLUME
1 2 3 4 5 6 7 8 9 10 11 12 13= 13= 14= 14=
Machado Meyer Sendacz e opice Barbosa, Mussnich & Aragao pinheiro Neto Advogados Shearman & Sterling Tozzini Freire Teixeira E Silva Advogados Simpson Thacher & Bartlett Motta Fernandes Rocha Advogados Bredin prat Freshfields Bruckhaus Deringer Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados Skadden Arps Slate Meagher & Flom Linklaters Bocater, Camargo, Costa e Silva Advogados Fontes, Tarso Ribeiro Advogados Allen & overy Clifford Chance
16,911 9,766 8,514 8,342 7,034 6,992 6,884 6,710 5,737 4,607 4,504 4,356 3,577 3,577 3,051 3,051
19 12 11 7 8 7 5 4 6 16 5 3 2 2 1 1
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
Machado Meyer Sendacz e opice Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados Barbosa, Mussnich & Aragao pinheiro Neto Advogados Tozzini Freire Teixeira E Silva Advogados prieto & Carrizosa Estudio Muniz, Ramirez, perez-Taiman & olaya Abogados Shearman & Sterling Simpson Thacher & Bartlett Freshfields Bruckhaus Deringer Carey y Cia Motta Fernandes Rocha Advogados Skadden Arps Slate Meagher & Flom Rodrigo Elias & Medrano Bredin prat
16,911 4,607 9,766 8,514 7,034 583 227 8,342 6,992 5,737 964 6,884 4,504 43 6,710
19 16 12 11 8 8 8 7 7 6 6 5 5 5 4
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
Monthly M&A Report
31
TREND gRApHS
LATIN AMERICAN M&A qUARTERLY TREND
LATIN AMERICA
VALUE
60,000
VoLUME
175
50,000
150
125
number of deals
40,000
value ($m)
100
30,000
75
20,000
50 10,000
25
LATIN AMERICAN M&A qUARTERLY PRIVATE EqUITY TREND
VALUE
2,500
VoLUME
15
2,000
12
value ($m)
1,500
number of deals
1,000
500
Latin American buyouts Latin American exits
Latin American buyouts Latin American exits
Monthly M&A Report
32
TREND gRApHS
LATIN AMERICAN M&A ANNUAL TRENDS

LATIN AMERICA
VALUE
120
VoLUME
500
100
400
number of deals
80
value ($bn)
300
60
200
40
20
100
0 2004 2005 2006 2007 2008 YTD 2009*
0 2004 2005 2006 2007 2008 YTD 2009*
All Latin America M&A Latin American buyouts Latin American exits
All Latin America M&A Latin American buyouts Latin American exits
LATIN AMERICAN M&A SECTOR BREAKDOwN YTD 2009
VALUE
1% 3.6% 1.8% 9% 4.2% 18.5% 1.7% 0.5%
Consumer Industrials & Chemicals Energy, Mining & Utilities Financial Services
VoLUME
2.8% 3.6% 4% 4.7% 4.7% 3.2% 19.4%
Consumer Industrials & Chemicals Energy, Mining & Utilities Financial Services Business Services
0.8%
Business Services TMT
5.1%
TMT
20.4% 18.3%
Pharma, Medical & Biotech Construction Real Estate Transport
16.6%
Pharma, Medical & Biotech Construction Real Estate Transport
7.5%
20.1%
Agriculture Leisure
12.3% 16.2%
Agriculture Leisure
Monthly M&A Report
33
MID-MARkET DEALS
TOP 10 LATIN AMERICAN ANNOUNCED MID MARKET DEALS YTD SEPTEMBER 2009 ($10M To $250M)
LATIN AMERICA
23-Sep-09
Fabrica Nacional de Cementos SA (93.80% stake) Tafisa Brazil SA
Construction
Corporacion Socialista Cementera

Advising Seller: JpMorgan
Lafarge SA
247
26-Aug-09
Industrials & Chemicals
placas do parana SA
Simpson Thacher SCS Beheer & Bartlett BV; Tableros de Fibras Ibericos SL
227
9-Apr-09
Shefa
Consumer
Rezende Barbosa SA Administracao e participacoes

Advising Seller: National Bank Financial Advising Seller: Cassels Brock & Blackwell
220
9-Jun-09
Yamana gold Inc (San Andres gold Mine); Yamana gold Inc (Sao Francisco gold Mine);and Yamana gold Inc (Sao Vicente gold Mine)
Aura Minerals Inc
genuity Capital Markets
Blake, Cassels & graydon; DuMoulin Black
Yamana gold Inc
200
2-Apr-09 8-Jan-09
p p
Credito Financial Inmobiliario Terras Services LA Hotels SA Leisure Barbosa, Mussnich & Aragao
Caja de Ahorros del Mediterraneo Invest Tur BrasilDesenvolvimento Imobiliario Turistico SA Bank of America Merrill Lynch
kpMg Abogados Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados
gMAC-RFC Auritec SA gp Investments Limited
195 192
18-Feb-09
Abyara planejamento Imobiliario SA (62.13% stake) Seguros La previsora paulicred promotora de Negocios
Real Estate
Morgan Stanley; Valuation Consultoria Empresarial
pinheiro Neto Advogados
IpU Banco participacoes SA Bradesco
190
18-Jun-09 24-Sep-09
p C
Financial Services Financial Services

Advising Seller: guarita & Associados; J. Ferraz Business Development Advising Seller: Lobo & de Rizzo Advogados
Banivest Banco de Inversion Banco Fibra pinheiro guimaraes Advogados Banco paulista SA
185 176
26-May-09
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
Monthly M&A Report
34
MID-MARkET DEALS
LATIN AMERICAN M&A qUARTERLY MID-MARKET TREND

LATIN AMERICA
VALUE
6,000
VoLUME
100
5,000
80
number of deals
4,000
value ($m)
60
3,000
40
2,000
1,000
20
Monthly M&A Report
35

TOP 10 MID-MARKET FINANCIAL ADVISERS LATIN AMERICA ($10M To $250M)
YTD 30-Sep-2009 Value: house Value ($m) Deal count
TOP 10 MID-MARKET LEGAL ADVISERS LATIN AMERICA ($10M To $250M)

LATIN AMERICA
1 2 3 4 5 6 7 8= 8= 10
Volume:
JpMorgan Banco Bradesco Credit Suisse goldman Sachs Morgan Stanley UBS Investment Bank Deutsche Bank genuity Capital Markets National Bank Financial Bank of America Merrill Lynch JpMorgan Credit Suisse UBS Investment Bank Banco Bradesco Morgan Stanley Deutsche Bank Citigroup goldman Sachs Santander global Banking and Markets Banchile Asesoria Financiera
1,095 405 389 319 309 281 202 200 200 192 1,095 389 281 405 309 202 158 319 190 53
8 3 5 2 3 4 3 1 1 1 8 5 4 3 3 3 3 2 2 2
1 2 3 4 5 6 7 8 9 10
Volume:
Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados Barbosa, Mussnich & Aragao Machado Meyer Sendacz e opice pinheiro Neto Advogados Motta Fernandes Rocha Advogados Skadden Arps Slate Meagher & Flom Vinson & Elkins Simpson Thacher & Bartlett Lobo & de Rizzo Advogados Estudio Muniz, Ramirez, perez-Taiman & olaya Abogados Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados Machado Meyer Sendacz e opice Barbosa, Mussnich & Aragao pinheiro Neto Advogados Estudio Muniz, Ramirez, perez-Taiman & olaya Abogados Carey y Cia Rodrigo Elias & Medrano Motta Fernandes Rocha Advogados Skadden Arps Slate Meagher & Flom Vinson & Elkins
1024 767 699 538 289 260 250 227 216 212
10 5 8 5 2 2 2 1 2 4
1 2 3 4 5 6 7 8 9 10
1 2 3 4 5 6 7 8 9 10
1,024 699 767 538 212 154 43 289 260 250
10 8 5 5 4 3 3 2 2 2
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 Latin America
Source: mergermarket 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 Latin America
Monthly M&A Report
36
A mergermArket m&A rePort on
ASIA PACIFIC
SoUtH koreA
Demerger 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 Shippings 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 companys 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 companys 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.
SIngAPore
End of an era for Singapores 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$2.68 per share. temasek currently holds 62% stake or 930 million shares in Chartered. If the deal completes, Chartered operations will be integrated with globalfoundries, a start-up created by AtIC and Advanced micro Devices (AmD). globalfoundries will then go on and attempt to gain market share from top taiwanese competitors in the semiconductor space, such as taiwan Semiconductor manufacturing Co and United microelectronics Corp.
ASIA PACIFIC
Monthly M&A Report
37
ASIA PACIFIC
InDIA
Mega-merger lapses
For the second times in two years, Bharti Airtel has ended negotiations with South African telecom giant mtn over a proposed merger. Both companies have been locked in a new round of discussions since may 2009 and have twice extended their deadlines in order to reach a final agreement. However, the hurdles surrounding the deal ultimately led to its failure. South African state-owned pension fund manager Public Investment Corp owns more than 20% in mtn and were looking for the newly-combined entity to be dual-listed in both South Africa and India. However, the regulations of the Securities and exchange Board of India (SeBI) do not allow dual-listings, and the Indian government refused to change the rules for one particular deal. However, it did concede that it will look into the possibility of relaxing regulations of dual listing of Indian companies in the future of little consolation to executives at Bharti Airtel. At the same time, the South African government considers mtn a national champion and it did not want to cede control to a foreign player. Sunil mittal, Ceo of Bharti Airtel, had said that his company will continue to scout opportunities for acquisitions and partnerships.
ASIA PACIFIC
Monthly M&A Report
38
toP DeALS
Top 15 ASiA-pAcific AnnouncED DEAlS foR YTD 30 SEpTEMBER 2009
ASIA PACIFIC
Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Revenue EBiTDA p/E Bid premia 1-day before Deal value ($m)
16-may-09
China three gorges Project Corporation (hydroelectricity generation assets and stakes in peripheral service companies) rio tinto (stakes in nine mining assets) nikko Business Systems; nikko Citigroup (domestic equity and debt underwriting business); nikko Cordial Securities Inc; and nikko Systems Solutions SDIC electric Power Co Ltd
energy, mining China Yangtze Power & Utilities Co Ltd
China three gorges Project Corporation
8.8
11.2
15,725
12-Feb-09 1-may-09
L C
energy, mining Aluminum Corporation & Utilities of China Financial Services Sumitomo mitsui Financial group Inc
rio tinto Plc Citigroup Inc n/a n/a
11,838 7,822
4-mar-09
energy, mining SDIC Huajing Power & Utilities Holdings Co Ltd
State Development & Investment Corporation Bank of America Corporation
11.4
14.0
6.8
7,367
13-may-09
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 Singapore technologies telemedia Pte Ltd Sompo Japan Insurance Inc kirin Holdings Company Limited mitsui Sumitomo Insurance group Holdings Inc
n/a
n/a
9.2
-15.3%
7,319
14-Sep-09 29-Jul-09 11-may-09 30-Sep-09
P P C P
eircom Holdings Limited nipponkoa Insurance Co Ltd
tmt Financial Services
1.9 n/a 3.7 n/a
(loss) n/a 13.3 n/a
(loss) 44.5 23.0 (loss)
6.4% 0.1% 4.9% 2.7%
5,768 4,685 4,009 3,947
Lion nathan Limited Consumer (53.87% stake) Aioi Insurance Company Limited Financial Services
20-Apr-09
JSC energy, mining CnPC exploration and mangistaumunaigaz & Utilities Development Company Limited; and national Company kazmunaigaz Chartered Semiconductor manufacturing Ltd tmt Advanced technology Investment Company
Central Asia Petroleum Ltd
3,300
7-Sep-09
temasek Holdings Pte Ltd Zhu gongshan; Zhang Sonyi, mui Bing How; and Chang tsong Zung (4 private investors)
1.7
5.5
(loss)
1.0%
2,861
23-Jun-09
energy, mining gCL-Poly energy gCL Solar energy Holdings Limited technology Holdings & Utilities Inc
5.4
7.9
7.9
2,794
1-Jul-09 13-Aug-09 16-Feb-09
P P L
Aozora Bank Limited Felix resources Limited
Financial Services
Shinsei Bank Limited
n/a 4.2 2.9
n/a 7.8 10.4
(loss) 13.0 (loss)
1.3% 0.3% -
2,668 2,564 2,393
energy, mining Yanzhou Coal mining & Utilities Company Ltd
oZ minerals Limited energy, mining China minmetals & Utilities Corporation
C = Completed; P = Pending; L = Lapsed
Monthly M&A Report
39
toP DeALS
Top 5 ASiA-pAcific AnnouncED DEAlS of THE MonTH (SEpTEMBER 2009)
ASIA PACIFIC
Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Revenue EBiTDA p/E Bid premia 1-day before Deal value ($m)
14-Sep-09 30-Sep-09
P P
eircom Holdings Limited Aioi Insurance Company Limited Chartered Semiconductor manufacturing Ltd Daiwa Securities SmBC Co Ltd (40% stake) nissay Dowa general Insurance Co Ltd
tmt Financial Services tmt
Singapore technologies telemedia Pte Ltd mitsui Sumitomo Insurance group Holdings Inc Advanced technology Investment Company Daiwa Securities group Inc mitsui Sumitomo Insurance group Holdings Inc temasek Holdings Pte Ltd Sumitomo mitsui Financial group Inc
1.9 n/a
(loss) n/a
(loss) (loss)
6.4% 2.7%
5,768 3,947
7-Sep-09
1.7
5.5
(loss)
1.0%
2,861
10-Sep-09
n/a
n/a
1.5
2,180
30-Sep-09
n/a
n/a
31.5
3.0%
2,047
Monthly M&A Report
40
LeAgUe tABLeS
Top 15 finAnciAl ADViSERS ASiA-pAcific Excl JApAn
ASIA PACIFIC
vALUe
voLUme
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
morgan Stanley UBS Investment Bank Bank of America merrill Lynch Credit Suisse JPmorgan goldman Sachs CItIC Securities Citigroup Deutsche Bank macquarie group nomura Holdings royal Bank of Scotland group China International Capital rBC Capital markets HSBC Bank
24,944 24,503 21,495 20,055 19,647 19,290 18,330 18,100 14,697 12,794 12,141 11,619 10,426 8,833 8,118
35 29 20 22 17 31 4 22 27 28 16 16 12 2 15
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
morgan Stanley ernst & Young goldman Sachs UBS Investment Bank Deloitte macquarie group Deutsche Bank PricewaterhouseCoopers Credit Suisse Citigroup Bank of America merrill Lynch kPmg JPmorgan CImB group nomura Holdings
24,944 6,141 19,290 24,503 6,527 12,794 14,697 2,834 20,055 18,100 21,495 1,841 19,647 981 12,141
35 32 31 29 29 28 27 27 22 22 20 20 17 17 16
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 Asia-Pacifc excluding Japan.
Top 15 lEgAl ADViSERS ASiA-pAcific Excl JApAn
vALUe
voLUme
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
Linklaters Commerce and Finance Law offices mallesons Stephen Jaques Freshfields Bruckhaus Deringer Allens Arthur robinson DeHeng Law offices tian Yuan Law Firm Clifford Chance king & Wood Stikeman elliott Johnson Winter & Slattery Simpson thacher & Bartlett Freehills Wachtell, Lipton, rosen & katz Shearman & Sterling
32,312 30,437 24,424 19,876 19,649 19,429 16,147 15,176 14,876 14,529 13,591 13,323 12,847 12,828 12,662
27 10 32 29 14 7 5 19 13 9 3 5 36 2 12
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
Freehills Baker & mckenzie Blake Dawson mallesons Stephen Jaques kim & Chang Freshfields Bruckhaus Deringer Linklaters Clayton Utz minter ellison DLA Piper Lee & ko Clifford Chance Deacons Allen & gledhill Allens Arthur robinson
12,847 11,282 12,450 24,424 9,102 19,876 32,312 4,225 1,270 6,813 3,541 15,176 8,414 8,517 19,649
36 35 33 32 30 29 27 26 26 22 20 19 18 15 14
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 Asia-Pacifc excluding Japan.
Monthly M&A Report
41
LeAgUe tABLeS
AcTiViTY TABlE of pRiVATE EquiTY fiRMS on ASiA-pAcific BuYouTS

ASIA PACIFIC
vALUe
voLUme
1 2 3 4 5 6= 6= 8 9 10
Hopu Investment management temasek Holdings kohlberg kravis roberts & Co Affinity equity Partners mBk Partners Imm Private equity mirae Asset Private equity Fund CDH Investments management Bohai Industrial Investment Fund management terra Firma Capital Partners
10,489 7,622 1,950 1,860 1,460 625 625 313 293 278
3 2 2 2 1 1 1 2 1 1
1 2 3 4 5 6 7 8 9 10
Hopu Investment management ktB Securities Intel Capital temasek Holdings kohlberg kravis roberts & Co Affinity equity Partners CDH Investments management Ant Capital Partners mizuho Capital Partners the Carlyle group
10,489 152 32 7,622 1,950 1,860 313 228 157 120
3 3 3 2 2 2 2 2 2 2
Source: mergermarket 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
AcTiViTY TABlE of pRiVATE EquiTY fiRMS on ASiA-pAcific ExiTS
vALUe
voLUme
1= 1= 3 4= 4= 6 7 8 9 10= 10=
newbridge Capital group tPg Capital the Carlyle group CDH Investments management new Horizon Capital telecom Investments (mauritius) kDB Capital Harbinger Capital Partners Unison Capital Advantage Partners mkS Partners
2,278 2,278 1,729 848 848 464 410 408 275 275 275
1 1 1 1 1 2 1 1 2 1 1
1 2 3= 3= 5 6= 6= 8 9 10= 10=
telecom Investments (mauritius) Unison Capital newbridge Capital group tPg Capital the Carlyle group CDH Investments management new Horizon Capital kDB Capital Harbinger Capital Partners Advantage Partners mkS Partners
464 275 2,278 2,278 1,729 848 848 410 408 275 275
2 2 1 1 1 1 1 1 1 1 1
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 AsiaPacific. the tables by value and volume have been run from 01 January 2009 to 30 September 2009 and exclude lapsed and withdrawn deals
Monthly M&A Report
42
trenD grAPHS
ASiA-pAcific M&A quARTERlY TREnD
ASIA PACIFIC
vALUe
150,000
voLUme
800 700
120,000 600
number of deals
value ($m)
90,000
500
400
60,000
300
200 30,000 100
moving average trend line
ASiA-pAcific M&A quARTERlY pRiVATE EquiTY TREnD
vALUe
25,000
voLUme
100
20,000
80
15,000
number of deals
value$ ($m)
60
10,000
40
5,000
20
Asia-Pacific buyouts Asia-Pacific exits
Asia-Pacific buyouts Asia-Pacific exits
Monthly M&A Report
43
trenD grAPHS
ASiA-pAcific M&A AnnuAl TREnDS

ASIA PACIFIC
vALUe
500
voLUme
3,000
400
2,500
300
number of deals
2,000
value ($bn)
1,500
200
1,000
100
500
0 2004 2005 2006 2007 2008 YTD 2009*
0 2004 2005 2006 2007 ,2008 YTD 2009*
All Asia-Pacific M&A Asia-Pacific buyouts Asia-Pacific exits
ASiA-pAcific M&A SEcToR BREAkDown YTD 2009
vALUe
3% 4.3% 2.3% 3.3% 23.8% 2% 1.2% 0.6% 8.9%
Industrials & Chemicals Energy, Mining & Utilities Consumer TMT Financial Services Business Services
voLUme
2.8% 3.6% 4.1% 4.2% 4.5% 18.9% 1.2% 0.1%
Industrials & Chemicals Energy, Mining & Utilities Consumer TMT Financial Services
10.2%
13.9%
Business Services Pharma, Medical & Biotech Transport Real Estate
25.1%
Pharma, Medical & Biotech Transport Real Estate
11.2% 14.1%
Construction Leisure Agriculture
10.7% 13.7% 12.2%
Construction Leisure Agriculture Defence
Monthly M&A Report
44
trenD grAPHS
ASiA-pAcific M&A gEogRApHic BREAkDown YTD 2009

ASIA PACIFIC
vALUe
0.8% 0.2% 1.5% 3.3% 5% 4.5% 2.1% 6.8%
China Japan Australia South Korea India Hong Kong
voLUme
1.6% 1.9% 2.1% 2.2% 6% 27.8% 1.8% 5.3%
China Japan Australia South Korea India
31.7%
8.7%
Hong Kong Singapore Indonesia
6.4%
Singapore Indonesia New Zealand
9.5% 19.9% 13.3%
New Zealand Malaysia Taiwan Other
14.6% 23.2%
Malaysia Taiwan Other
ASiA-pAcific M&A DEAl SiZE BREAkDown
vALUe
250
voLUme
1,500
200
1,200
value ($bn)
value ($bn)
150
900
100
600
50
300
0 H1 2004 H2 2004 H1 2005 H2 2005 H1 2006 H2 2006 H1 2007 H2 2007 H1 2008 H2 2008 H1 2009 H2 2009
0 H1 2004 H2 2004 H1 2005 H2 2005 H1 2006 H2 2006 H1 2007 H2 2007 H1 2008 H2 2008 H1 2009 H2 2009
> $5$01m $251m-$500m $101m-$250m $15m-$100m $5m-$14.9m
> $5$01m $251m-$500m $101m-$250m $15m-$100m $5m-$14.9m Value not disclosed
Monthly M&A Report
45
mID-mArket DeALS
Top 10 ASiA-pAcific AnnouncED MiD-MARkET DEAlS foR SEpTEMBER 2009 ($10m to $250m)
ASIA PACIFIC
24-Sep-09
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 mr. Zhao ming (private investor) elders Limited
248
23-Sep-09
eerduosi Hengtai energy, mining & Coal Company Utilities Limited elders Insurance Agencies Pty Ltd (75% stake); and elders Insurance Ltd Joyful Honda Co Ltd (33.4% stake) Financial Services
Yun Sky Chemical (International) Holdings Ltd
239
30-Sep-09
Advising seller: Caliburn Partnership
Advising seller: Freehills
QBe Insurance group Limited
236
2-Sep-09
Consumer
mitsubishi Corporation; and mitsubishi UFJ Financial group Inc China resources gas group Limited
mitsubishi UFJ Securities Co Ltd CImB group; Credit Suisse richards Butler in association with reed Smith China resources (Holdings) Co Ltd kumho Industrial Company Ltd Skyfame realty (Holdings) Limited
216
8-Sep-09
China resources (Holdings) (Stakes in 7 natural gas companies) kumho terminal Co Ltd
energy, mining & Utilities
206
16-Sep-09
transport
Advising seller: macquarie group
korea express Co Ltd HnA Hotel Holdings Ltd
179
18-Sep-09
real guangzhou estate Cheng Jian tianyu real estate Development Company Limited CSk Holdings Corp (Undisclosed economic interest) Shanxi golden ocean energy (Shanxi coal mine) Shenzhen Anxin Digital Development Co Ltd Business Services
178
8-Sep-09
Ant Capital Partners Co Ltd
mori Hamada & matsumoto
173
8-Sep-09
China national Coal group Corp; and Shanxi Coal Imp & exp group Co Ltd Broad Intelligence International Pharmaceutical Holdings Ltd China merchants Securities Co Ltd
Shanxi golden ocean energy group Co Ltd
172
4-Sep-09
tmt
Heroic rich Limited; and talent eagle Holdings Limited
168
Monthly M&A Report
46
mID-mArket DeALS
ASiA-pAcific M&A quARTERlY MiD-MARkET TREnD

ASIA PACIFIC
vALUe
30,000
voLUme
500
25,000
400
numner of deals
20,000
value (m)
300
15,000
200
10,000
5,000
100
Monthly M&A Report
47
mID-mArket LeAgUe tABLeS

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

ASIA PACIFIC
1 2 3 4 5 6 7 8 9 10
Volume:
macquarie group Credit Suisse Deutsche Bank Bank of America merrill Lynch morgan Stanley CImB group Citigroup UBS Investment Bank PricewaterhouseCoopers kPmg macquarie group ernst & Young Deutsche Bank CImB group PricewaterhouseCoopers kPmg morgan Stanley optima Capital m&A International Somerley
1,621 1,504 1,327 1,211 1,022 965 899 831 810 752 1,621 676 1,327 965 810 752 1,022 684 610 569
17 10 15 8 11 15 5 7 15 13 17 16 15 15 15 13 11 11 11 11
1 2 3 4 5 6 7 8 9 10
Volume:
Baker & mckenzie Freehills mallesons Stephen Jaques kim & Chang Desai & Diwanji Haiwen & Partners Blake Dawson Freshfields Bruckhaus Deringer Latham & Watkins Herbert Smith/gleiss Lutz/Stibbe kim & Chang mallesons Stephen Jaques Baker & mckenzie Freehills minter ellison Blake Dawson Freshfields Bruckhaus Deringer Linklaters Clayton Utz Desai & Diwanji
1,680 1,487 1,452 1,197 1,011 993 917 882 803 802 1,197 1,452 1,680 1,487 482 917 882 635 576 1,011
18 17 19 20 10 8 12 11 6 6 20 19 18 17 16 12 11 11 11 10
1 2 3 4 5 6 7 8 9 10
1 2 3 4 5 6 7 8 9 10
Source: 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, bidder or seller being Asia-Pacific (excluding Japan).
Source: mergermarket 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 Asia-Pacific (excluding Japan).
Monthly M&A Report
48
A mERGERmARkET m&A REpoRT oN
GREATER CHINA
Recent chinese investMents in ResouRces
GREATER CHINA
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 days 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 days 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 peoples 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.
Monthly M&A Report
49
tAiwAn Mobile buys kbRo FRoM cARlyle

GREATER CHINA
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 kbros 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 kbros 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.
Monthly M&A Report
50
DEAL oF THE moNTH

target:
kbro co Limited (60% stake) Taiwan mobile Company Limited The Carlyle Group LLC
16 September 2009 $1,729m Recommended
GREATER CHINA
bidder:
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.
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 mobiles 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 mobiles EpS.
teRMs:
589m treasury shares at an issue price of NT$55 per share. NT$440m ($13.47m) in cash. Taiwan mobile will assume kbro Cos net debt of NT$24bn ($730.06m). The implied equity value of the transaction is approximately NT$54.3bn ($1,674.9m). There is an option of termination if the transaction is not completed nine months after signing.
exPecteD coMPletion:
The transaction is expected to close on 30 November 2009.
conDitions:
Regulatory approval required from the FIA Regulatory approval required the FTC other standard representations and warranties in the international m&A transaction of similar scale Taiwan mobile Company Limiteds shareholder approval
FinAncing:
The cash payment will be funded by Taiwan mobiles existing resources, and the treasury shares will be deducted from the companys existing treasury holdings.
bAckgRounD:
The Carlyle Group acquired the 60% stake in kbro Limited from Eastern multimedia Group in April 2006.
RAtionAle:
The transaction is in line with Taiwan mobiles strategy to expand its subscriber base and to improve its position within the pay-TV market.
Advisers target/seller Financial legal PR bidder
t Jpmorgan
Lee and Li Attorneys at Law paul Weiss Rifkind Wharton & Garrison -
Financial legal PR
LCS & partners -
Monthly M&A Report
51
Top DEALS
toP 15 gReAteR chinA AnnounceD DeAls FoR ytD 30 sePteMbeR 2009
GREATER CHINA
Announced status target company sector bidder company seller company exit multiples (x) Revenue ebitDA P/e bid premia 1-day before Deal value ($m)
16-may-09
China Three Gorges project Corporation (hydroelectricity generation assets and stakes in peripheral service companies) SDIC Electric power Co Ltd China Construction Bank Corporation (5.78% stake)
Energy, mining & Utilities
China Yangtze power Co Ltd
China Three Gorges project Corporation
8.8
11.2
15,725
16-may-09
Energy, mining & Utilities Financial Services
SDIC Huajing power Holdings Co Ltd Bank of China Ltd; China Life Insurance (Group) Company; Hopu Investment management Co Ltd; and Temasek Holdings pte Ltd GCL-poly Energy Holdings Limited
State Development & Investment Corporation Bank of America Corporation
11.4
14.0
6.8
7,367
04-mar-09
n/a
n/a
9.2
-15.3%
7,319
13-may-09
GCL Solar Energy Technology Holdings Inc
Zhu Gongshan; Zhang Sonyi, mui Bing How; and Chang Tsong Zung (4 private investors) Royal Bank of Scotland Group plc
5.4
7.9
7.9
2,794
23-Jun-09
Bank of China Limited (4.26% stake) Shanghai Airlines Co Ltd Shenzhen Development Bank Co Ltd (16.76% stake) Tianjin port Company Limited (56.81% stake)
Financial Services Transport Financial Services
Hopu Investment management Co China Eastern Airlines Corporation Limited ping An Insurance (Group) Company of China Ltd Tianjin port Development Holdings Ltd
n/a
n/a
6.0
-7.6%
2,381
14-Jan-09 13-Jul-09
p p
1.2 TpG Capital n/a
(loss) n/a
(loss) 149.2
17.0% 49.4%
2,373 2,278
12-Jun-09
Transport
Tianjin port (Group) Company Limited Tianjin port Development Holdings Ltd CITIC Group
1.8
9.7
17.8
-13.7%
1,936
16-mar-09
Tianjin port Company Limited (56.81% stake)

CITIC International Financial Holdings Limited (70.32% stake) kbro co Limited (60% stake) JISCo Yuzhong Iron and Steel Co Ltd; and Jiugang Group (steel-making assets) China Everbright Bank Co Ltd (15.3% stake)
Transport
Tianjin port Development Holdings Ltd

China CITIC Bank Corporation Limited
1.8
9.7
17.8
-13.7%
1,936
10-may-09
Financial Services
n/a
n/a
1.5
1,750
16-Sep-09 05-mar-09
p p
TmT Industrials & Chemicals
Taiwan mobile Company Limited Gansu Jiu Steel Group Hongxing Iron and Steel Co Ltd
The Carlyle Group LLC Jiuquan Iron & Steel (Group) Co Ltd 0.4 48.0
1,729 1,692
26-Aug-09
Financial Services
Consortium led by China Reinsurance Group
n/a
n/a
10.3
1,684
Monthly M&A Report
52
Top DEALS
Announced
status target company
sector
bidder company
seller company
exit multiples (x) Revenue ebitDA P/e
bid premia 1-day before
Deal value ($m)
GREATER CHINA
04-mar-09
Hutchison Telecommunications Hong kong Holdings Limited Hutchison Telecommunications Hong kong Holdings Limited China Unicom (Hong kong) Limited (2.84% stake)
TmT
Hutchison Telecommunications International Limited (Shareholders) Hutchison Telecommunications International Limited (Shareholders) Telefonica SA
Hutchison Telecommunications International Limited Hutchison Telecommunications International Limited
1.2
3.6
10.8
1,296
07-Aug-09
TmT
1.2
3.6
10.8
1,296
06-Sep-09
TmT
1.8
3.8
6.9
4.0%
1,000
toP 5 gReAteR chinA AnnounceD DeAls oF the Month (sePteMbeR 2009)

Announced status target company sector bidder company seller company exit multiples (x) Revenue ebitDA P/e bid premia 1-day before Deal value ($m)
16-Sep-09 06-Sep-09
p p
kbro co Limited (60% stake)
TmT
Taiwan mobile Company Limited Telefonica SA
The Carlyle Group LLC 1.8 3.8 6.9
4.0%
1,729 1,000
TmT China Unicom (Hong kong) Limited (2.84% stake)
24-Sep-09 27-Sep-09
p p
Noble Group Limited Transportation China Investment (14.96% stake) Corporation Beijing Tsingda Deshi Technology Company Limited (75% stake) Danone-Wahaha JV (39 Companies) (51% stake) Energy, mining Bright International & Utilities Group Limited
Richard Elman (private investor) Silver mark Enterprises Limited
0.2
5.7
0.1
-7.6% -
856 819
30-Sep-09
Consumer
Hangzhou Wahaha Group Groupe Danone Co Ltd SA
439
Monthly M&A Report
53
ExpECTED DEALS
PiPeline oF gReAteR chinA exPecteD DeAls
GREATER CHINA
situation target company sector Potential bidder company seller company Financial adviser to bidder (b); target (t); seller (s) Market cap/ est. value ($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. 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. 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 Sinopec Yizheng Chemical Fibre is rumored to receive HkD 2.4 per H-share take-private bid from China petroleum & Chemical Corporation. 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.
Significant m&A
Guangdong Shaoneng Group Co Ltd
Shenzhen Energy Group
9,831
Significant m&A
xinjiang Goldwind Industrials & Chemicals Science & Technology Co Ltd
6,030
potential takeover target
SINopEC Yizheng Chemical Fibre Co Ltd Jiuquan Iron and Steel Group / International mineral Resources (joint venture) Nan Shan Life Insurance Company Ltd
China petroleum & Chemical Corporation
3,231
Expected deal
3,090
Financial Services
morgan Cathay Financial Stanley (T) 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
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. Wumart is reported to be interested in selling its entire 29.27% stake in Yinchuan xinhua Department Store. 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. 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.
potential takeover target potential takeover target
Yinchuan xinhua Department Store Co Ltd East China Engineering Science and Technology
Consumer
Wumart
530
China National Chemical Engineering
506
Takeover target Zhejiang orient Holdings
Business Services
Alibaba
498
Monthly M&A Report
54
LEAGUE TABLES
toP 15 FinAnciAl ADviseRs
GREATER CHINA
VALUE
ytD 30-sep-2009 house value ($m) Deal count
VoLUmE
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
CITIC Securities Bank of America merrill Lynch morgan Stanley China International Capital Credit Suisse RBC Capital markets UBS Investment Bank Goldman Sachs Jpmorgan Bank of China International Holdings Industrial and Commercial Bank of China Nomura Holdings BNp paribas Citigroup Deutsche Bank
18,330 16,430 12,775 10,426 10,067 8,800 8,195 7,644 6,759 5,899 5,609 5,194 4,979 4,640 4,474
4 9 20 12 7 1 11 9 6 8 4 6 4 5 11
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
morgan Stanley Somerley optima Capital China International Capital CImB Group UBS Investment Bank Deutsche Bank pricewaterhouseCoopers Taifook Capital Bank of America merrill Lynch Goldman Sachs m&A International Bank of China International Holdings Access Capital Credit Suisse
12,775 2,527 1,796 10,426 633 8,195 4,474 2,235 344 16,430 7,644 2,359 5,899 602 10,067
20 16 15 12 12 11 11 10 10 9 9 9 8 8 7
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 Greater China.
toP 15 legAl ADviseRs
VALUE
VoLUmE
1 2 3 4 5 6 7 8 9 10 11 12= 12= 12= 12=
Commerce and Finance Law offices DeHeng Law offices Linklaters Freshfields Bruckhaus Deringer Tian Yuan Law Firm king & Wood Allens Arthur Robinson Clifford Chance mallesons Stephen Jaques Stikeman Elliott Simpson Thacher & Bartlett Chiomenti Studio Legale Fried Frank Harris Shriver & Jacobson Johnson Winter & Slattery Wachtell, Lipton, Rosen & katz
30,437 19,429 18,615 17,099 16,147 14,876 14,413 14,116 13,382 12,392 12,123 11,838 11,838 11,838 11,838
10 7 14 19 5 13 3 7 8 5 3 1 1 1 1
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
Freshfields Bruckhaus Deringer Baker & mckenzie Linklaters king & Wood Haiwen & partners Fangda partners Commerce and Finance Law offices Grandall Legal Group Herbert Smith/Gleiss Lutz/Stibbe DLA piper Lee and Li Attorneys at Law mallesons Stephen Jaques Richards Butler in association with Reed Smith DeHeng Law offices Clifford Chance
17,099 8,851 18,615 14,876 5,729 5,186 30,437 4,887 4,243 4,098 3,955 13,382 2,772 19,429 14,116
19 18 14 13 13 11 10 10 10 10 10 8 8 7 7
Source: mergermarket 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 Greater China.
Monthly M&A Report
55
LEAGUE TABLES
Activity tAble oF PRivAte equity FiRMs on gReAteR chinA buyouts

GREATER CHINA
VALUE
VoLUmE
1 2 3 4 5 6 7= 7= 9 10
Hopu Investment management Temasek Holdings CDH Investments management Bohai Industrial Investment Fund management morgan Stanley private Equity Asia kohlberg kravis Roberts & Co Hony Capital TpG Capital The Carlyle Group Legend Capital
10,489 7,319 313 293 246 150 142 142 120 69
3 1 2 1 1 1 1 1 2 2
1 2 3 4 5 6 7 8 9 10
Hopu Investment management CDH Investments management Company The Carlyle Group Legend Capital Shenzhen Fortune Venture Capital SB China Venture Capital BlueRun Ventures Temasek Holdings Bohai Industrial Investment Fund management morgan Stanley private Equity Asia
10,489 313 120 69 20 15 7,319 293 246
3 2 2 2 2 2 2 1 1 1
Source: mergermarket 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.
Activity tAble oF PRivAte equity FiRMs on gReAteR chinA exits
VALUE
VoLUmE
1= 1= 3 4= 4= 6 7
Newbridge Capital Group TpG Capital The Carlyle Group CDH Investments management New Horizon Capital Bain Capital CSV Capital partners
2,278 2,278 1,729 848 848 152 68
1 1 1 1 1 1 1
1= 1= 3 4= 4= 6 7
Newbridge Capital Group TpG Capital The Carlyle Group CDH Investments management New Horizon Capital Bain Capital CSV Capital partners
2,278 2,278 1,729 848 848 152 68
1 1 1 1 1 1 1
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.
Monthly M&A Report
56
TREND GRApHS
gReAteR chinA M&A quARteRly tRenD
GREATER CHINA
VALUE
70,000
VoLUmE
350
60,000
300
50,000
250
40,000
number of deals
value ($m)
200
30,000
150
20,000
100
10,000
50
gReAteR chinA M&A quARteRly PRivAte equity tRenD
VALUE
9,000 8,000 7,000
VoLUmE
25
20
number of deals
6,000
value ($m)
15
5,000 4,000 3,000 2,000 1,000 0
10
Greater China buyouts Greater China exits
Greater China buyouts Greater China exits
Monthly M&A Report
57
TREND GRApHS
gReAteR chinA M&A AnnuAl tRenDs

GREATER CHINA
VALUE
200
VoLUmE
1,000
800 150
number of deals
value ($bn)
600
100
400
50 200
0 2004 2005 2006 2007 2008 YTD 2009*
0 2004 2005 2006 2007 2008 YTD 2009*
gReAteR chinA M&A sectoR bReAkDown ytD 2009
VALUE
0.8% 0.5% 1.3% 0.1% 1.2% 8.3% 1.1% 3.9% 7.4% 10.4%
Industrials & Chemicals Consumer Energy, Mining & Utilities TMT Financial Services
VoLUmE
0.6% 2.5% 0.2% 4% 4.4% 5.2% 2.9% 20.2%
Industrials & Chemicals Consumer Energy, Mining & Utilities TMT
23.3%
6.9% 15.8% 10%
Financial Services Real Estate Business Services Transport Pharma, Medical & Biotech Construction
Real Estate Business Services
29.4%
Transport Pharma, Medical & Biotech Construction
12.3%
Leisure Agriculture Defence
11.9%
15.2%
Leisure Agriculture Defence
Monthly M&A Report
58
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)
GREATER CHINA
24-Sep-09
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 mr. Zhao ming (private investor)
248
23-Sep-09
Eerduosi Hengtai Coal Company Limited China Resources (Holdings) (Stakes in 7 natural gas companies)
Yun Sky Chemical (International) Holdings Ltd China Resources CImB Group; Gas Group Credit Limited Suisse HNA Hotel Holdings Ltd
239
08-Sep-09
Richards Butler China Resources in association with Reed Smith (Holdings) Co Ltd Skyfame Realty (Holdings) Limited Shanxi Golden ocean Energy Group Co Ltd
206
18-Sep-09
Real Estate Guangzhou Cheng Jian Tianyu Real Estate Development Company Limited Energy, mining Shanxi Golden & Utilities ocean Energy (Shanxi coal mine)
178
08-Sep-09
China National Coal Group Corp; and Shanxi Coal Imp & Exp Group Co Ltd Broad Intelligence International pharmaceutical Holdings Ltd China merchants Securities
172
04-Sep-09
Shenzhen Anxin Digital Development Co Ltd Smartview Investment Holdings Ltd
TmT
mr. Yang kezhi; ms. Wu Wenying (2 private investors) michael Li & Co mr. Ngok Yan Yu (private investor); Bright Good Limited; and New World Development Company Limited Wingem Investments Limited Norske Skogindustrier ASA
168
23-Sep-09
Advising Seller: Troutman Sanders
Ample Hembly Capital International Holdings Limited
149
27-Sep-09
Yintai Huanghui mining Company Limited (90% stake) Norske Skog (Hebei) paper Co Ltd
Bright International Group Limited
137
24-Sep-09
Advising Seller: ABG Sundal Collier; UBS Investment Bank
Advising Seller: Wiersholm
Shandong Huatai paper Co Ltd
136
14-Sep-09
Entie Securities Finance Co Ltd (93.84% stake)
Financial Services
Capital Securities Corporation
134
Monthly M&A Report
59
mID-mARkET DEALS
gReAteR chinA M&A quARteRly MiD-MARket tRenD

GREATER CHINA
VALUE
14,000
VoLUmE
200
12,000 150
10,000
8,000
numner of deals
value ($m)
100
6,000
4,000
50
2,000
Monthly M&A Report
60
mID-mARkET LEAGUE TABLES

toP 10 MiD-MARket FinAnciAl ADviseRs gReAteR chinA ($10m To $250m)
ytD 30-sep-2009 value: house value ($m) Deal count
toP 10 MiD-MARket legAl ADviseRs gReAteR chinA ($10m To $250m)

ytD 30-sep-2009 value: house value ($m) Deal count
GREATER CHINA
1 2 3 4 5 6 7 8 9 10
volume:
Deutsche Bank morgan Stanley Credit Suisse optima Capital CImB Group Somerley China merchants Securities Guangdong Securities GF Securities Bank of America merrill Lynch optima Capital CImB Group Somerley morgan Stanley Deutsche Bank m&A International Taifook Capital Access Capital GF Securities Southwest Securities
809 782 708 684 623 569 512 499 489 487 684 623 569 782 809 418 322 330 489 401
7 8 4 11 11 11 3 3 5 3 11 11 11 8 7 7 7 6 5 5
1 2 3 4 5 6 7 8 9 10
volume:
Baker & mckenzie Haiwen & partners mallesons Stephen Jaques Richards Butler in association with Reed Smith Grandall Legal Group king & Wood michael Li & Co Herbert Smith/Gleiss Lutz/Stibbe Fangda partners Latham & Watkins Baker & mckenzie Haiwen & partners Fangda partners king & Wood Grandall Legal Group Linklaters mallesons Stephen Jaques Richards Butler in association with Reed Smith Herbert Smith/Gleiss Lutz/Stibbe Latham & Watkins
1,097 993 773 764 601 580 573 552 535 535 1,097 993 535 580 601 350 773 764 552 535
10 8 5 5 6 7 3 5 8 4 10 8 8 7 6 6 5 5 5 4
1 2 3 4 5 6 7 8 9 10
1 2 3 4 5 6 7 8 9 10
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 Greater China.
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 Greater China.
Monthly M&A Report
61
A mergermArket m&A rePort oN
JAPAN
Government change and M&A market
JAPAN
the landslide for the Democratic Party of Japan (DPJ) in the general election in September 2009 ended the semione 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 LDPs 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. 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 motors 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.
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.
Monthly M&A Report 62
DeAL oF tHe moNtH

Target:
Daiwa Securities SmBC Co. Ltd Daiwa Securities group Inc Sumitomo mitsui Financial group Inc
10 September 2009 $2.2bn recommended
JAPAN
Bidder: Seller:
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 SmBCs private equity business, Daiwa Securities SmBC Principal Investments. the acquisition is expected to be completed on 31 December 2009.
Exit multiples - Y/E 31/03/2008 Multiples Revenue EBITDA EBIT Earnings Value (JPYm)
Premium analysis Offer price per share (JPY) 1 day before 1 month before 1 day after Pre-rumour
n/a n/a n/a n/a
n/a n/a n/a 1.5 x
n/a n/a n/a 144,958
Advisers Target/Seller Financial Legal PR Bidder Financial
Skadden Arps Slate meagher & Flom Nagashima ohno & tsunematsu
Legal PR
Yanagida & Nomura
11-Sep-09
SmFgs exit a considerable blow to Daiwa, banker and analysts say; Daiwa has sufficient cash for SmFg buyout, Ceo says
toP DeALS
TOP 15 JAPANESE ANNOuNcED DEALS FOR YTD 30 SEPTEMBER 2009
JAPAN
1-may-09
Nikko Citigroup (business acquired by Sumitomo mitsui Financial group); and Nikko Cordial Securities Inc Nipponkoa Insurance Co Ltd Aioi Insurance Company Limited Aozora Bank Limited Daiwa Securities SmBC Co Ltd Nissay Dowa general Insurance Co Ltd Nippon residential Investment Corporation USJ Co Ltd Corporation
Financial Services
Sumitomo mitsui Financial group
Citigroup Inc
n/a
n/a
7,822
29-Jul-09 30-Sep-09
P P
Financial Services Financial Services Financial Services Financial Services Financial Services real estate
Sompo Japan Insurance Inc mitsui Sumitomo Insurance group Holdings Inc Shinsei Bank Limited Daiwa Securities group Inc mitsui Sumitomo Insurance group Holdings Inc Advance residence Investment Corporation goldman Sachs; mBk Partners; and owl Creek Asset management, L.P. NeC electronics Corporation the Senshu Bank Limited the Sumitomo trust & Banking Co Ltd merrill Lynch Japan Securities Ltd NeC Corporation Nikko Citi Holdings Inc Sumitomo mitsui Financial group Inc
n/a n/a
n/a n/a
44.5 (loss)
0.1% 2.7%
4,685 3,947
1-Jul-09 10-Sep-09
P P
n/a n/a
n/a n/a
(loss) 1.5
1.3% -
2,668 2,180
30-Sep-09
n/a
n/a
31.5
3.0%
2,047
25-Sep-09
n/a
n/a
1,841
19-mar-09
Leisure
2.1
6.6
16.2
22.9%
1,460
16-Sep-09 25-may-09 30-Jul-09
P C C
renesas technology tmt the Bank of Ikeda Limited Financial Services
0.2 n/a n/a n/a n/a
(loss) (loss)
13.6% -
1,416 1,209 1,180
Financial Nikko Asset management Co Ltd Services (98.55% stake) resona Holdings Inc Financial (6.17% stake) Services NeC tokIN Corporation (34.5% stake) Hitachi Software engineering Co Ltd (46.04% stake) Hitachi maxell Ltd. (48.43% stake) tmt
31-Jul-09 27-Jan-09
C C
n/a 1.6
n/a 18.4
26.9 (loss)
0.0% -10.1%
1,099 1,019
28-Jul-09
Business Services Industrials & Chemicals
Hitachi Ltd
1.1
9.3
23.9
54.8%
834
28-Jul-09
Hitachi Ltd
1.0
21.1
(loss)
23.1%
829
toP DeALS
TOP 5 JAPANESE ANNOuNcED DEALS OF ThE MONTh (SEPTEMBER 2009)

JAPAN
30-Sep-09
Aioi Insurance Company Limited Daiwa Securities SmBC Co Ltd Nissay Dowa general Insurance Co Ltd Nippon residential Investment Corporation
Financial Services Financial Services Financial Services real estate
mitsui Sumitomo Insurance group Holdings Inc Daiwa Securities group Inc mitsui Sumitomo Insurance group Holdings Inc Advance residence Investment Corporation NeC electronics Corporation Sumitomo mitsui Financial group Inc
n/a
n/a
(loss)
2.7%
3,947
10-Sep-09
n/a
n/a
1.5
2,180
30-Sep-09
n/a
n/a
31.5
3.0%
2,047
25-Sep-09
n/a
n/a
1,841
16-Sep-09
renesas technology tmt
0.2
(loss)
1,416
exPeCteD DeALS
PIPELINE OF JAPAN ExPEcTED DEALS
JAPAN
Situation Target company Sector Potential bidder company Seller company Financial adviser to bidder (B); target (T); seller (S) 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 Nippon oil Corporation
American International group Inc
9,500 (estimated value for the three AIg insurance units in Japan) 2,940 (market cap)
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. 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. tokushima Bank and kagawa Bank announced they have reached a basic agreement on a business integration under a holding company. 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. 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. mitsubishi Chemical is in negotiations to acquire mitsubishi rayon
expected Deal
Nippon mining Holdings Inc
expected Deal
tokushima Bank, Ltd
Financial Services
the kagawa Bank, Ltd
397 (market cap)
Significant m&A
Suntory Holdings Limited
Consumer
kirin Holdings Company, Limited
40,000 (combined annual sales)
Significant m&A
Cosmo Securities Co Ltd
Financial Services
Undisclosed bidder
CSk Holdings
at least 104 (estimated value)
Significant m&A
mitsubishi rayon Co Ltd
mitsubishi Chemical Holdings Corporation Volkswagen Ag
2,100 (estimated value)
Significant m&A
Suzuki motor Corporation
12,260 (market Suzuki motor Corporation is rumoured cap) to be receiving an offer for a 20% stake from Volkswagen
expected deals based on confirmed announcements by companies involved
LeAgUe tABLeS
TOP 15 FINANcIAL ADVISERS JAPAN
JAPAN
VALUe
VoLUme
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
Nomura Holdings Citigroup goldman Sachs mizuho Financial group Daiwa Securities group UBS Investment Bank mitsubishi UFJ Securities morgan Stanley JPmorgan Deutsche Bank Bank of America merrill Lynch Caliburn Partnership Standard Chartered Jefferies & Company ernst & Young
26,489 23,385 20,236 14,385 12,899 9,813 9,810 8,999 6,979 5,995 5,165 4,009 3,436 2,630 2,551
64 28 8 44 40 8 23 6 5 3 5 1 3 4 10
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
Nomura Holdings mizuho Financial group Daiwa Securities group Citigroup mitsubishi UFJ Securities gCA Savvian PricewaterhouseCoopers ernst & Young goldman Sachs UBS Investment Bank Deloitte kPmg morgan Stanley Lazard Credit Suisse
26,418 14,385 12,899 23,385 9,810 1,176 2,470 2,551 20,236 9,813 556 1,158 8,999 1,807 1,362
63 44 40 28 23 18 16 10 8 8 8 7 6 6 6
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.
TOP 15 LEGAL ADVISERS JAPAN
VALUe
VoLUme
1 2 3 4 5 6 7 8 9 10 11 12 13= 13= 15
Skadden Arps Slate meagher & Flom Nishimura & Asahi mori Hamada & matsumoto Nagashima ohno & tsunematsu Simpson thacher & Bartlett Paul Weiss rifkind Wharton & garrison Sullivan & Cromwell Shearman & Sterling Davis Polk & Wardwell morrison & Foerster Blake Dawson Anderson mori & tomotsune mallesons Stephen Jaques Simpson grierson tmI Associates
20,597 19,118 18,877 15,911 13,372 11,472 10,812 7,457 7,239 6,942 4,498 4,294 4,009 4,009 3,947
8 40 43 24 5 5 4 9 12 13 4 19 1 1 20
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
mori Hamada & matsumoto Nishimura & Asahi Nagashima ohno & tsunematsu tmI Associates Anderson mori & tomotsune morrison & Foerster Davis Polk & Wardwell Baker & mckenzie Shearman & Sterling Allen & overy Skadden Arps Slate meagher & Flom Latham & Watkins Jones Day Simpson thacher & Bartlett Paul Weiss rifkind Wharton & garrison
18,877 19,118 15,911 3,947 4,294 6,942 7,239 2,299 7,457 707 20,597 3,939 656 13,372 11,472
43 40 24 20 19 13 12 12 9 9 8 8 7 5 5
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.
LeAgUe tABLeS
AcTIVITY TABLE OF PRIVATE EquITY FIRMS ON JAPANESE BuYOuTS

JAPAN
VALUe
VoLUme
1 2 3 4 5 6 7 8 9 10
mBk Partners Ant Capital Partners mizuho Capital Partners Unison Capital SBI Holdings Nippon mirai Capital Integral Corporation Lone Star Funds olympus Capital Holdings Asia Daiwa SmBC Capital
1,460 228 157 111 101 80 78 60 58 18
1 2 2 1 2 1 1 1 1 1
1 2 3 4 5 6 7 8 9 10
Ant Capital Partners mizuho Capital Partners SBI Holdings mBk Partners Unison Capital Nippon mirai Capital Integral Lone Star Funds olympus Capital Holdings Asia Daiwa SmBC Capital
228 157 101 1,460 111 80 78 60 58 18
2 2 2 1 1 1 1 1 1 1
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.
AcTIVITY TABLE OF PRIVATE EquITY FIRMS ON JAPENESE ExITS
VALUe
VoLUme
1 2= 2= 4= 4= 6 7 8 9 10= 10= 6= 6=
Unison Capital Advantage Partners mkS Partners Deutsche Beteiligungs Quadriga Capital Services gimv Bain Capital macquarie group Daiwa SmBC Capital Ant Capital Partners Japan Private equity Sued Private equity Summerhill Venture Partners
275 275 275 242 242 221 152 34 21 5 5 -
2 1 1 1 1 1 1 1 1 1 1 1 1
1 2= 2= 4= 4= 6 7 8 9 10= 10= 6= 6=
Unison Capital Advantage Partners mkS Partners Deutsche Beteiligungs Quadriga Capital Services gimv Bain Capital macquarie group Daiwa SmBC Capital Ant Capital Partners Japan Private equity Sued Private equity Summerhill Venture Partners
275 275 275 242 242 221 152 34 21 5 5 -
2 1 1 1 1 1 1 1 1 1 1 1 1
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.
treND grAPHS
JAPAN M&A quARTERLY TREND
JAPAN
VALUe
40,000 35,000
VoLUme
160 140
30,000
120
number of deals
25,000
number of deals
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09*
100
20,000
80
15,000
60
10,000
40
5,000
20
0 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09*
JAPAN M&A quARTERLY PRIVATE EquITY TREND
VALUe
9,000 8,000 7,000
VoLUme
20
15
5,000 4,000 3,000 2,000 1,000 0 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09*
number of deals
6,000
value ($m)
10
Japanese buyouts Japanese exits
Japanese buyouts Japanese exits
treND grAPHS
JAPAN M&A ANNuAL TRENDS

JAPAN
VALUe
120
VoLUme
500
100
400
number of deals
80
value ($bn)
300
60
200
40
20
100
0 2004 2005 2006 2007 2008 YTD 2009*
0 2004 2005 2006 2007 2008 YTD 2009*
All Japanese M&A Japanese buyouts Japanese exits
All Japanese M&A Japanese buyouts Japanese exits
JAPAN M&A SEcTOR BREAkDOwN YTD 2009
VALUe
2.9% 0.7% 2.6% 9.3% 2.8% 0.3% 3.9% 10.5%
Industrials & Chemicals TMT Business Services Consumer
VoLUme
2.1% 3.8% 5.4% 5.4% 3.3% 20.5% 1.3%
Industrials & Chemicals TMT Business Services Consumer Financial Services
5.8%
Financial Services Transport Construction
12.1%
Transport
16.3%
Construction Pharma, Medical & Biotech Real Estate
9.9%
Pharma, Medical & Biotech Real Estate
51.1%
Leisure Energy, Mining & Utilities
13.8% 15.5%
Leisure Energy, Mining & Utilities
mID-mArket DeALS
TOP 10 JAPANESE ANNOuNcED MID MARkET DEALS FOR YTD 30 SEPTEMBER 2009 ($10m to $250m)
JAPAN
27-mar-09
Chelsea Japan Co Ltd (30% stake) Nippon milk Community Co Ltd
Business Services Consumer
Nomura Holdings
mitsubishi estate Co Ltd Snow Brand milk Products Co Ltd
mitsubishi UFJ Securities Daiwa Securities group; mizuho Financial group Credit Suisse
mori Hamada & matsumoto Baker & mckenzie
Sojitz Corporation Norichukin Bank; Zennoh; and Zenrakuren
245
27-Jan-09
mizuho Financial group; PricewaterhouseCoopers
245
27-mar-09
kishu Paper Co Ltd Fujitsu Business Systems Ltd (47.45% stake) eBank Corporation (46.4% stake) Joyful Honda Co Ltd (33.4% stake) Nosan Corporation (47.26% stake) tokyo tekko Co Ltd kansai Urban Banking Corporation (14.14% stake)
Industrials & Chemicals tmt
ernst & Young
Allen & overy
Hokuetsu Paper mills Ltd
240
21-may-09
Citigroup
Fujitsu Limited mizuho Financial group rakuten Inc Daiwa Securities group mitsubishi UFJ Securities Citigroup Nagashima ohno & tsunematsu Nishimura & Asahi Anderson mori & tomotsune Nishimura & Asahi
230
13-Feb-09
Financial Services Consumer
218
2-Sep-09
marunouchi Capital Co Ltd PricewaterhouseCoopers matsuo & kosugi mitsubishi Corporation
216
17-Jul-09
Pharma, medical & Biotech Industrials & Chemicals Financial Services
214
20-may-09
Daiwa Securities group; SmBC Capital
Anderson mori kyoei Steel & tomotsune Limited Sumitomo mitsui Banking Corporation
Nomura Holdings
212
13-mar-09
204
1-Jul-09
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
mID-mArket DeALS
JAPANESE M&A quARTERLY MID-MARkET TREND

JAPAN
VALUe
5,000
VoLUme
80 70
4,000 60
numner of deals
value ($m)
3,000
50
40
2,000
30
20 1,000 10

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

JAPAN
1 2 3 4 5 6 7 8 9 10
Volume:
Nomura Holdings mizuho Financial group Daiwa Securities group Citigroup PricewaterhouseCoopers mitsubishi UFJ Securities gCA Savvian kPmg Credit Suisse ernst & Young Nomura Holdings Daiwa Securities group mizuho Financial group Citigroup PricewaterhouseCoopers mitsubishi UFJ Securities gCA Savvian Corporation ernst & Young kPmg Deloitte
3,091 2,373 2,014 1,760 1,312 1,169 709 708 587 562 3,091 2,014 2,373 1,760 1,312 1,169 709 562 708 556
35 23 28 15 11 11 11 5 3 6 35 28 23 15 11 11 11 6 5 4
1 2 3 4 5 6 7 8 9 10
Volume:
mori Hamada & matsumoto Nishimura & Asahi Anderson mori & tomotsune Nagashima ohno & tsunematsu Baker & mckenzie morrison & Foerster tmI Associates Davis Polk & Wardwell Linklaters Shearman & Sterling mori Hamada & matsumoto Nishimura & Asahi Anderson mori & tomotsune Nagashima ohno & tsunematsu morrison & Foerster tmI Associates Baker & mckenzie Davis Polk & Wardwell Linklaters Jones Day
2,029 1,658 1,283 1,171 1,067 897 552 487 453 444 2,029 1,658 1,283 1,171 897 552 1,067 487 453 348
22 18 13 13 7 9 9 4 4 3 22 18 13 13 9 9 7 4 4 4
1 2 3 4 5 6 7 8 9 10
1 2 3 4 5 6 7 8 9 10
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.
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 Japan
A meRgeRmARkeT m&A RepoRT on
AUSTRALIA
Resurge in Australian M&A at the end of Q3
AUSTRALIA
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 its 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.
Monthly M&A Report
74
AUSTRALIA
The end of Telstra as we know it?

AUSTRALIA
on 15 September, the Australian Federal government proposed an extensive regulatory reform package for the countrys 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 governments 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 governments 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 Telstras assets at an inferior valuation. Investors have also questioned whether the governments actions could be unconstitutional as there are uncertainty about the governments right to impose legislation forcing a listed company to split. Several rating agencies have also stated that the proposed reforms could put pressure on Telstras longterm 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 Telstras wholesale network.
Monthly M&A Report
75
DeAL oF THe monTH
Target:
eircom Holdings Limited Singapore Technologies Telemedia pte Ltd
14 September 2009 $5,768m Recommended
AUSTRALIA
Bidder: Seller:
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.
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.
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 nonbinding change of control proposal was first announced.
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.
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$224m.
Monthly M&A Report
76
conDITIonS
AUSTRALIA
Approval from the european Commission (eU) Approval from the Federal Communications Commission in the US Approval from the Fair Trade Commission in the US under Hart-Scott Rodino Act. Approval from the Irish Revenue Commissioner in relation to eSoT participation in the scheme. Approval of shareholders of eircom Holdings Ltd at the scheme meeting. Approval of shareholders of eircom Holdings at the egm regarding capital return.
Approval from eSoT beneficiaries of scheme to exchange stake in eircom group for stake in emerald Communications. no solicitation nor due diligence from any competing party. Several conditions related to the financial and operative performance of eircom group, including new legal proceedings or potential damages
exit multiples - Y/e 30/06/2009 Multiples Revenue eBITDA eBIT earnings Value ($m)
Premium analysis offer price per share ($) 1 day before 1 month before 1 day after Pre-rumour
1.15 6.37% 14.1% 2.69% 28.4%
1.9 x -
3,091.9 -417.87 -1,047.96 -1,489.42
Advisers Target/Seller Financial Bidder
Rothschild (advising eSoT) UBS Investment Bank merrion Capital group (advising eSoT) Ashurst (advising eSoT) Arthur Cox Linklaters gilbert + Tobin
Financial
macquarie group
legal
legal
mallesons Stephen Jaques matheson ormsby prentice
PR
PR
16-Sep-09
eircom Holdings has seen positive feedback from shareholders since revealing STT bid in June; deal may hinge on major shareholders
Monthly M&A Report
77
DeAL oF THe monTH
Timetable and expected events
AUSTRALIA
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) 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 Refers to Irish Revenue Commissioner and the approval of eSoT's participation in the scheme. Refers to Federal Communications Commission in the US, and its approval for the scheme.
Date completed notes
HSR
IRC FCC (US)

offer timetable
SoA doc issued Scheme meeting Court approval effective date Settlement date end date end Date
company events Date completed
expected in november, from company. publication of Scheme of Arrangement Booklet registered with Australian Securities & Investments Commission and filed with the Australian Securities exchange expected December, from company. Approval of the scheme with minimum 75% votes required. Refers to sanction of proposed Scheme of Arrangement by Supreme Court. expected late December, dealReporter estimate refers to implementation of the Scheme, normally next trading day from Court approval. Refers to date normally 1 month after effective date at the latest (as stipulated for Australian public offers) Refers to last day for all conditions to be satisfied. 31 march 2010, from company. Refers to the last day to have conditions fulfilled, or otherwise the Scheme will be terminated
notes
eircom egm eircom ex-div eSoT meeting eircom ex-rights
15-Sept-09 17-Sept-09
Y Y
approved, refers to approval of capital return of A$0.8 by eircom (minimum 75% votes required); approved Refers to capital return of A$0.8 per share Refers to approval of employee Share ownership Trust's participation in the scheme, specifically, exchange of its 35% stake in eircom for a 35% stake in emerald Communications Refers to the last day to purchase eircom Holdings shares to be eligible to vote at the Scheme meeting. Refers to ex-right date 4 trading days prior to record date and record date 2 trading days prior to Scheme meeting expected late october 2009, refers to year end 30 June 2009
eircom Annual Report 2009
Monthly M&A Report
78
Top DeALS
ToP 15 AuSTRAlIAn AnnounceD DeAlS FoR YTD 30 SePTeMBeR 2009
AUSTRALIA
Announced Status Target company Sector Bidder company Seller company exit multiples (x) Revenue eBITDA P/e Bid premia 1-day before Deal value ($m)
12-Feb-09 14-Sep-09 11-may-09 13-Aug-09 16-Feb-09 19-may-09 15-Jun-09 25-Sep-09
L p C p L L C p
Rio Tinto (stakes in nine mining assets) eircom Holdings Limited
energy, mining Aluminum Corporation & Utilities of China TmT Singapore Technologies Telemedia pte Ltd kirin Holdings Company Limited
Rio Tinto plc 1.9 3.7 4.2 2.9 1.0 Cemex SA de CV Ing group nV 1.1 n/a (loss) 13.3 7.8 10.4 14.3 6.5 n/a 12.1 (loss) 23.0 13.0 (loss) 29.1
6.4% 4.9% 0.3% 7.4% -
11,838 5,768 4,009 2,564 2,393 1,695 1,606 1,526
Lion nathan Limited Consumer (53.87% stake) Felix Resources Limited
energy, mining Yanzhou Coal mining & Utilities Company Ltd
oZ minerals Limited energy, mining China minmetals & Utilities Corporation ABB grain Ltd Cemex Australia pty Ltd Business Services Construction Viterra Inc Holcim Limited Australia and new Zealand Banking group Limited
Financial Ing Australia Limited (51% stake); Services and Ing new Zealand Limited (51% stake) Sino gold mining Limited (80.2% stake)
26-Aug-09
energy, mining eldorado gold & Utilities Corporation oZ minerals Limited
13.3
45.5
(loss)
21.9%
1,496
14-Apr-09
oZ minerals (certain energy, mining China minmetals non& Utilities Ferrous metals Co Ltd assets excluding prominent Hill and martabe) Boddington gold mine Joint Venture (33.33% stake) Schweppes Holdings pty Ltd Aviva Australia (wealth management business) Lend Lease primelife group (56.8% stake) pure energy Resources Limited energy, mining newmont mining & Utilities Corporation Consumer Financial Services Asahi Breweries Ltd national Australia Bank Limited
1,386
27-Jan-09
Anglogold Ashanti Limited Cadbury plc Aviva Australia 0.7 n/a 7.1 n/a
990
12-mar-09 22-Jun-09
C C
776 727
28-Sep-09
pharma, medical & Biotech
Lend Lease Corporation Limited
4.4
(loss)
(loss)
26.5%
654
9-Feb-09
energy, mining Bg group plc & Utilities
(loss)
(loss)
56.2%
618
Monthly M&A Report
79
Top DeALS
ToP 5 AuSTRAlIAn AnnounceD DeAlS oF THe MonTH (SePTeMBeR 2009)

AUSTRALIA
Announced Status Target company Sector Bidder company Seller company exit multiples (x) Revenue eBITDA P/e Bid premia 1-day before Deal value ($m)
14-Sep-09 25-Sep-09
p p
eircom Holdings Limited
TmT
Singapore Technologies Telemedia pte Ltd Australia and new Zealand Banking group Limited Ing group nV
1.9 n/a
(loss) n/a
(loss) 12.1
6.4% -
5,768 1,526
Financial Ing Australia Limited (51% stake); Services and Ing new Zealand Limited (51% stake) Lend Lease primelife group (56.8% stake) elders Insurance Agencies pty Ltd (75% stake); and elders Insurance Ltd mount gibson Iron Limited (14.34% stake) pharma, medical & Biotech Financial Services
28-Sep-09
Lend Lease Corporation Limited QBe Insurance group Limited elders Limited
4.4
(loss)
(loss)
26.5%
654
30-Sep-09
n/a
n/a
236
23-Sep-09
energy, mining Fushan International & Utilities energy group Limited
Shougang Concord International enterprises Company Limited
2.9
4.1
27.0
1.1%
153
Monthly M&A Report
80
eXpeCTeD DeALS
PIPelIne oF AuSTRAlIAn exPecTeD DeAlS
AUSTRALIA
Situation Target company Sector Potential bidder company Seller company Financial adviser to bidder (B); target (T); seller (S) Market cap/ est. value ($m) comments
expected deal
energy, BHp Billiton's mining & and Rio Tinto's Utilities Western Australian iron ore assets
Rio Tinto / BHp Billiton joint venture
goldman Sachs (S); gresham Advisory partners (S); morgan Stanley (S) Lazard (T)
BHp Billiton Ltd; and Rio Tinto Limited
58,000
BHp and Rio Tinto have signed a nonbinding 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%. 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 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. Sinochem Corporation, the Chinese stateowned 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. 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 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, the Australia-listed group, is rumoured to be the target of a Chinese steel group. 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.
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
8,500
Rumoured Takeover Target
Toll Holdings Limited
Transport
4,500
expected deal
nufarm Limited
Sinochem International Corporation
Royal Bank of Scotland group (B); UBS Investment Bank (T)
2,400
Rumoured Takeover Target Rumoured Takeover Target
oZ minerals Limited Arrow energy Limited
energy, mining & Utilities energy
Anglo American plc Royal Dutch Shell plc; and petroChina Company Limited
2,700
2,500
Rumoured Takeover Target expected deal
Atlas Iron Limited
energy, mining & Utilities energy, mining & Utilities
Unnamed Chinese steel group Unnamed international private equity firm
500
energy Developments
400
Monthly M&A Report
81
LeAgUe TABLeS
ToP 15 FInAncIAl ADVISeRS
AUSTRALIA
VALUe
VoLUme
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
UBS Investment Bank macquarie group goldman Sachs Jpmorgan Caliburn partnership Deutsche Bank Citigroup Rothschild Deloitte morgan Stanley merrion Capital group grant Samuel Wilson HTm Corporate Finance Royal Bank of Scotland group gresham Advisory partners
15,710 11,532 8,841 7,537 6,144 5,783 4,947 4,934 3,679 3,419 3,393 2,595 2,592 2,461 2,287
12 18 16 6 7 12 5 9 17 4 1 6 2 8 15
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
macquarie group Deloitte goldman Sachs gresham Advisory partners UBS Investment Bank Deutsche Bank ernst & Young Rothschild Royal Bank of Scotland group Caliburn partnership pty Jpmorgan grant Samuel Credit Suisse Citigroup BDo Corporate Finance
11,532 3,679 8,841 2,287 15,710 5,783 624 4,934 2,461 6,144 7,537 2,595 800 4,947 38
18 17 16 15 12 12 12 9 8 7 6 6 6 5 5
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 Australia
ToP 15 legAl ADVISeRS
VALUe
VoLUme
1 2 3 4 5 6 7 8 9= 9= 9= 9= 13 14= 14=
mallesons Stephen Jaques Linklaters Allens Arthur Robinson Johnson Winter & Slattery Freehills Wachtell, Lipton, Rosen & katz Clifford Chance Blake Dawson Chiomenti Studio Legale Commerce and Finance Law offices Fried Frank Harris Shriver & Jacobson Simpson Thacher & Bartlett gilbert + Tobin Arthur Cox matheson ormsby prentice
24,412 23,600 19,649 13,591 12,844 12,828 12,202 12,020 11,838 11,838 11,838 11,838 8,558 5,768 5,768
30 7 14 3 36 2 4 31 1 1 1 1 11 1 1
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
Freehills Blake Dawson mallesons Stephen Jaques Clayton Utz minter ellison Baker & mckenzie Deacons Allens Arthur Robinson gilbert + Tobin Corrs Chambers Westgarth Steinepreis paganin Linklaters DLA piper mcCullough Robertson Clifford Chance
12,844 12,020 24,412 4,225 1,208 4,080 666 19,649 8,558 4,543 897 23,600 788 653 12,202
36 31 30 26 23 17 15 14 11 10 8 7 7 5 4
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 Australia
Monthly M&A Report
82
AcTIVITY TABle oF PRIVATe eQuITY FIRMS on AuSTRAlIAn BuYouTS

AUSTRALIA
VALUe
VoLUme
1 2 3 4 5 6= 6=
Terra Firma Capital partners Advent private Capital CHAmp private equity guinness peat group Ironbridge Capital Anacacia Capital Bravia Capital partners
278 59 57 41 15 -
1 1 1 1 2 1 1
1 2 3 4 5 6= 6=
Ironbridge Capital Terra Firma Capital partners Advent private Capital CHAmp private equity guinness peat group Anacacia Capital Bravia Capital partners
15 278 59 57 41 -
2 1 1 1 1 1 1
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
AcTIVITY TABle oF PRIVATe eQuITY FIRMS on AuSTRAlIAn exITS
VALUe
VoLUme
1 2= 2= 4 5 6 7= 7= 7=
Harbinger Capital partners Catalyst Investment managers CHAmp private equity Resource Capital Funds macquarie group netus Hastings private equity Investec Wentworth private equity Ironbridge Capital
408 71 71 43 34 20 -
1 1 1 1 1 1 1 1 1
1 2= 2= 4 5 6 7= 7= 7=
Harbinger Capital partners Catalyst Investment managers CHAmp private equity Resource Capital Funds macquarie group netus Hastings private equity Investec Wentworth private equity Ironbridge Capital
408 71 71 43 34 20 -
1 1 1 1 1 1 1 1 1
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 Australia The tables by value and volume have been run from 01 January 2009 to 30 September 2009 and exclude lapsed and withdrawn deals
Monthly M&A Report
83
TRenD gRApHS
AuSTRAlIAn M&A QuARTeRlY TRenD
AUSTRALIA
VALUe
45,000 40,000 35,000 30,000
VoLUme
180 160 140 120 100 80 60 40 20 0 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09
25,000 20,000 15,000 10,000 5,000 0 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09
volume of deals
value ($m)
AuSTRAlIAn M&A QuARTeRlY PRIVATe eQuITY TRenD
VALUe
15,000
VoLUme
25
12,000
20
number of deals
value ($m)
9,000
15
6,000
10
3,000
Australian buyouts Australian exits
Australian buyouts Australian exits
Monthly M&A Report
84
TRenD gRApHS
AuSTRAlIAn M&A AnnuAl TRenDS

AUSTRALIA
VALUe
100
VoLUme
600
80
500
value ($bn)
60
number of deals
400
300
40
200
20
100
0 2004 2005 2006 2007 2008 YTD 2009*
0 2004 2005 2006 2007 2008 YTD 2009*
All Australian M&A Australian buyouts Australian exits
All Australian M&A Australian buyouts Australian exits
AuSTRAlIAn M&A SecToR BReAkDoWn YTD 2009
VALUe
0.8% 2.8% 1.2% 0.9% 4.8% 0.6%
Energy, Mining & Utilities Business Services Consumer
VoLUme
2.1% 5.1% 5.6% 31.3% 1.5% 1% 1.5%
Energy, Mining & Utilities Business Services Consumer
17.8%
Financial Services
6.2%
Financial Services Industrials & Chemicals TMT
35.6%
Industrials & Chemicals TMT Pharma, Medical & Biotech
8.2%
Pharma, Medical & Biotech Leisure Transportation
3.5%
Leisure Transportation
10.3% 15.4% 11.8%
9.2%
6.6% 16.1%
Construction Agriculture Real Estate
Construction Agriculture Real Estate
Monthly M&A Report
85
mID-mARkeT DeALS
ToP 10 AuSTRAlIAn AnnounceD MID MARkeT DeAlS FoR YTD 2009 ($10m To $250m)
Announced Status Target company Sector Target/seller financial adviser Target/seller legal adviser Bidder company Bidder financial Bidder legal adviser adviser Seller company Deal value ($m)
AUSTRALIA
13-Feb-09
HeartWare International Inc
Jpmorgan
Blake Dawson; Thoratec Hogan & Corporation Hartson; Shearman & Sterling Advising seller: proskauer Rose Advising Jpmorgan: Cravath Swaine & moore mallesons Stephen Jaques Baoshan Iron & Steel Co Ltd
Bank of America merrill Lynch
Corrs Chambers Westgarth; Latham & Watkins
Apple Tree partners
248
28-Aug-09
Aquila Resources Limited (15% stake)
Sigiriya Capital
Deutsche Bank
Corrs Chambers Westgarth
241
30-Sep-09
elders Insurance Agencies pty Ltd (75% stake); and elders Insurance Ltd
Financial Services
Advising seller: Caliburn partnership
QBe Insurance group Limited
elders Limited
236
27-may-09
Consumer exxonmobil (302 mobil service station sites) energy, Lynas mining & Corporation Utilities Limited (51.66% stake) pan Australian Resources (19.9% stake) energy, mining & Utilities
Rothschild
Advising seller: Blake Dawson
Caltex Australia Limited China nonferrous metal mining (group) Co Ltd guangdong Rising Assets management Co Ltd
Caliburn partnership
Freehills
mobil oil Australia pty Ltd
233
1-may-09
Deacons
Baker & mckenzie
215
26-may-09
mallesons Stephen Jaques; mcCullough Robertson
China International Capital; gresham Advisory partners
Baker & mckenzie
142
26-Aug-09
mirvac group (6.13% stake)
Financial Services
Deutsche Securities Australia Limited Fushan International energy group Limited Bank of China International Holdings; Deutsche Bank mallesons Stephen Jaques; Sidley Austin
nakheel pJSC
166
23-Sep-09
mount gibson energy, mining & Iron Limited (14.34% stake) Utilities
Shougang Concord International enterprises Company Limited Telstra Corporation Limited Hillgrove Resources Limited
153
2-mar-09
kAZ group Limited eastern Star gas Ltd (19.9% stake)
TmT
Advising seller: Credit Suisse Advising seller: m&A International
Advising seller: Freehills Advising seller: Addisons Lawyers
Fujitsu Limited macquarie group Santos Ltd Deutsche Bank
DLA piper
126
2-Jul-09
Freehills
121
Advising seller Addisons Lawyers
Monthly M&A Report
86
mID-mARkeT DeALS
AuSTRAlIAn M&A QuARTeRlY MID-MARkeT TRenD

AUSTRALIA
VALUe
6,000
VoLUme
100
5,000
80
number of deals
4,000
value ($m)
60
3,000
40
2,000
1,000
20
Monthly M&A Report
87
mID-mARkeT LeAgUe TABLeS

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

AUSTRALIA
1 2 3 4 5 6 7 8 9 10
Volume:
macquarie group Caliburn partnership gresham Advisory partners Deutsche Bank Rothschild goldman Sachs UBS Investment Bank Credit Suisse Sigiriya Capital Deloitte gresham Advisory partners macquarie group Deutsche Bank goldman Sachs Deloitte Caliburn partnership Royal Bank of Scotland group Rothschild ernst & Young Credit Suisse
785 749 710 680 350 338 246 241 241 219 710 785 680 338 219 749 201 350 159 241
9 5 10 7 4 6 2 3 1 6 10 9 7 6 6 5 5 4 4 3
1 2 3 4 5 6 7 8 9 10
Volume:
Freehills mallesons Stephen Jaques Blake Dawson Baker & mckenzie Corrs Chambers Westgarth Clayton Utz Hogan & Hartson minter ellison Steinepreis paganin Deacons mallesons Stephen Jaques Freehills minter ellison Blake Dawson Clayton Utz Baker & mckenzie Deacons Steinepreis paganin gilbert + Tobin Corrs Chambers Westgarth
1,487 1,440 917 727 611 576 446 420 361 322 1,440 1,487 420 917 576 727 322 361 247 611
17 18 12 9 5 11 2 13 6 8 18 17 13 12 11 9 8 6 6 5
1 2 3 4 5 6 7 8 9 10
1 2 3 4 5 6 7 8 9 10
Source: mergermarket 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 Australia
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 Australia
Monthly M&A Report
88
A mERgERmARkEt m&A REPORt ON
EUROPEAN
Top 15 EuRopEAn AnnouncEd dEAls foR YTd 30 sEpTEMbER 2009
EUROPEAN
Announced status Target company sector bidder company seller company Exit multiples (x) Revenue EbITdA p/E bid premia 1-day before deal value (m)
20-Feb-09 23-Feb-09 12-Jan-09 19-Jan-09
C C C C
Endesa SA (25.01% stake) nv Nuon Essent NV Royal Bank of Scotland group Plc (29.79% stake) grupo Ferrovial SA
Energy, mining Enel SpA & Utilities Energy, mining Vattenfall AB & Utilities Energy, mining RWE Ag & Utilities Financial Services Construction Hm treasury
Acciona SA
2.7 1.8
8.5 14.4
18.6 20.7
76.0% -
11,107 8,500 7,300
n/a
n/a
(loss)
-8.5%
5,884
31-Jul-09
Cintra Concesiones de Infrastructuras de transporte SA Abbott Laboratories Solvay SA
0.4
2.1
(loss)
-21.5%
5,796
28-Sep-09
Solvay Pharma, Pharmaceuticals SA medical & Biotech Lloyds Banking group Plc (21.60% stake) Italgas SpA JSC gazprom Neft (20% stake) Hypo Real Estate Holding Ag (81% stake) Endesa SA (renewable energy generation assets) Compania Espanola de Petroleos SA (32.50% stake) metrovacesa SA (65.43% stake) Financial Services
1.7
7.3
4,500
7-mar-09
Hm treasury
n/a
n/a
2.9
-8.5%
4,455
12-Feb-09 7-Apr-09 2-Jun-09
C C C
Energy, mining Snam Rete gas SpA & Utilities Energy, mining OAO gazprom & Utilities Financial Services SoFFin
ENI SpA ENI SpA
5.4 0.8 n/a
9.1 3.3 n/a
13.5 4.6 (loss)
98.7%
4,206 3,089 2,960
20-Feb-09
Energy, mining Acciona SA & Utilities Energy, mining International Petroleum & Utilities Investment Company 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
Endesa SA
2,890
31-mar-09
Banco Santander SA
0.5
14.3
32.1
4.8%
2,870
30-Jan-09
7.1
(loss)
(loss)
52.0%
2,601
12-Feb-09 11-may-09
C P
Stogit SpA British Energy group Plc (20% stake)
Energy, mining Snam Rete gas SpA & Utilities Energy, mining Centrica Plc & Utilities
ENI SpA Electricite de France SA
8.5 3.8
10.9 15.7
19.9
2,588 2,548
Monthly M&A Report
89
tOP dEALS
Top 5 EuRopEAn AnnouncEd dEAls of ThE MonTh (sEpTEMbER 2009)
EUROPEAN
Announced status Target company sector bidder company seller company Exit multiples (x) Revenue EbITdA p/E bid premia 1-day before deal value (m)
28-Sep-09
Solvay Pharma, Pharmaceuticals SA medical & Biotech Skype technologies SA (65% stake) tmt
Abbott Laboratories
Solvay SA
1.7
7.3
4,500
1-Sep-09
eBay Inc Andreessen Horowitz; Canada Pension Plan Investment Board; Index Ventures; and Silver Lake Partners Unilever Plc Sara Lee Corporation
5.7
1,424
25-Sep-09
Sara Lee (global body care and European detergents businesses) Invitel Holdings A/S (64.60% stake) Central African mining & Exploration Company Plc
Consumer
1.7
10.0
1,275
30-Sep-09 18-Sep-09
P P
tmt
mid Europa Partners LLP tdC A/S
1.9 3.7
5.0 (loss)
(loss) (loss)
-80.0% 9.6%
740 635
Energy, mining Eurasian Natural & Utilities Resources Corporation Plc
Monthly M&A Report
90
LEAgUE tABLES
Top 20 fInAncIAl AdVIsERs
EUROPEAN
VALUE
YTd 30-sep-2009 house Value (m) deal count
VOLUmE
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20
goldman Sachs Credit Suisse Citigroup morgan Stanley Bank of America merrill Lynch deutsche Bank JPmorgan Lazard Rothschild greenhill & Co UBS Investment Bank mediobanca Barclays Capital Banca ImI/Intesa Sanpaolo Banco Bilbao Vizcaya Argentaria Santander global Banking and markets Royal Bank of Scotland group INg BNP Paribas Perella Weinberg Partners
89,449 60,091 58,431 54,215 53,325 52,524 51,206 50,679 38,634 36,804 35,901 26,164 21,978 21,618 21,227 18,995 16,297 15,938 15,632 9,796
70 63 41 60 44 47 76 75 98 8 67 17 16 19 7 11 29 35 34 2
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20
Rothschild PricewaterhouseCoopers deloitte JPmorgan Lazard kPmg goldman Sachs UBS Investment Bank Credit Suisse morgan Stanley deutsche Bank Bank of America merrill Lynch Citigroup INg BNP Paribas Ernst & Young m&A International Royal Bank of Scotland group Close Brothers group HSBC Bank
38,634 5,096 8,426 51,206 50,679 9,029 89,449 35,901 60,091 54,215 52,524 53,325 58,431 15,938 15,632 1,983 1,042 16,297 861 7,847
98 78 77 76 75 72 70 67 63 60 47 44 41 35 34 33 31 29 29 23
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
Top 20 lEgAl AdVIsERs
VALUE
VOLUmE
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20
Freshfields Bruckhaus deringer Linklaters Sullivan & Cromwell Latham & Watkins Clifford Chance Skadden Arps Slate meagher & Flom Cravath Swaine & moore davis Polk & Wardwell Homburger Wilson Sonsini goodrich & Rosati P.C. Uria menendez Slaughter and may Cleary gottlieb Steen & Hamilton Chiomenti Studio Legale Cuatrecasas, goncalves Pereira Allen & Overy Wachtell, Lipton, Rosen & katz Simpson thacher & Bartlett LLP mallesons Stephen Jaques Herbert Smith/gleiss Lutz/Stibbe
95,080 82,094 64,536 55,008 53,463 52,309 45,774 43,680 35,915 35,128 26,062 23,510 23,135 22,113 21,778 21,751 21,261 20,876 19,125 18,112
105 117 28 38 89 25 9 10 7 3 20 42 35 24 28 93 8 15 7 49
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20
Linklaters Freshfields Bruckhaus deringer Allen & Overy Clifford Chance CmS dLA Piper Jones day Herbert Smith/gleiss Lutz/Stibbe White & Case Slaughter and may Baker & mckenzie Latham & Watkins Lovells Cleary gottlieb Steen & Hamilton Eversheds Ashurst dewey & LeBoeuf Norton Rose Weil gotshal & manges Sullivan & Cromwell
82,094 95,080 21,751 53,463 9,283 5,968 3,996 18,112 3,542 23,510 8,484 55,008 4,886 23,135 1,050 3,883 10,397 10,094 7,546 64,536
117 105 93 89 77 67 53 49 46 42 42 38 36 35 34 33 32 30 29 28
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
Monthly M&A Report
91
LEAgUE tABLES
AcTIVITY TAblE of pRIVATE EquITY fIRMs on EuRopEAn buYouTs

EUROPEAN
VALUE
VOLUmE
1 2 3= 3= 5 6 7 8 9 10
AXA Private Equity Index Ventures Andreessen Horowitz Silver Lake Partners mid Europa Partners Charterhouse Capital Partners Ahorro Corporacion desarrollo Barclays Private Equity Espirito Santo Capital HgCapital
1,936 1,433 1,424 1,424 860 654 479 475 451 444
4 2 1 1 2 2 2 4 1 4
1 2 3 4 5 6 7 8 9 10
Lloyds tSB development Capital AXA Private Equity Barclays Private Equity HgCapital Waterland Private Equity Investments gimv Foresight group NPm Capital Altor Equity Partners LBO France
297 1,936 475 444 436 124 14 0 322 320
11 4 4 4 4 4 4 4 3 3
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 Europe 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 EuRopEAn ExITs
VALUE
VOLUmE
1 2 3 4 5 6 7 8 9 10
Candover Investments Ripplewood Holdings Basic Element HBm BioVentures AtriA Capital Partenaires Warburg Pincus triton Partners Bancroft Private Equity CCmP Capital Advisors Inflexion Private Equity Partners
654 582 494 433 300 290 286 250 250 214
2 1 1 2 1 1 1 1 1 2
1 2 3 4 5 6 7 8 9 10
3i group ARQUES Industries Innovacom Siparex Croissance Argos Soditic Candover Investments HBm BioVentures Inflexion Private Equity Partners Holtzbrinck Networxs HANNOVER Finanz
85 123 42 22 654 433 214 208 192
8 4 3 3 3 2 2 2 2 2
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 Europe the tables by value and volume have been run from 01 January 2009 to 30 September 2009 and exclude lapsed and withdrawn deals
Monthly M&A Report
92
tRENd gRAPHS
EuRopEAn M&A quARTERlY TREnd
EUROPEAN
VALUE
500,000 450,000 400,000 350,000
VOLUmE
1,800 1,600 1,400 1,200 1,000 800 600 400 200 0 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09* Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09*
value (m)
300,000 250,000 200,000 150,000 100,000 500,00 0
number of deals
EuRopEAn M&A quARTERlY pRIVATE EquITY TREnd
VALUE
100,000 90,000 80,000
VOLUmE
400 350
300 70,000
number of deals
value (m)
60,000 50,000 40,000 30,000
250
200
150
100 20,000 10,000 0 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09* 50
European buyouts European exits
European buyouts European exits
Monthly M&A Report
93
tRENd gRAPHS
EuRopEAn M&A AnnuAl TREnds

EUROPEAN
VALUE
1,200
VOLUmE
7,000
1,000
6,000
5,000
number of deals
800
value (bn)
4,000
600
3,000
400
2,000 200
1,000
0 2004 2005 2006 2007 2008 2009 YTD
0 2004 2005 2006 2007 2008 2009 YTD
All European M&A European buyouts European exits
All European M&A European buyouts European exits
EuRopEAn M&A sEcToR bREAkdown YTd 2009
VALUE
0.9% 1.1% 4.6% 5.1% 4.4% 6.3% 16.3% 2.9%
VOLUmE
2% 3.4%
Industrials & Chemicals Consumer TMT Business Services Financial Services
1.2%
0.2% 19.8%
Industrials & Chemicals Consumer TMT
4.3% 5.1% 5.6%
Business Services Financial Services
3.1% 16.7%
Energy, Mining & Utilities Pharma, Medical & Biotech Construction Leisure Transportation
8.1%
16.8%
Energy, Mining & Utilities Pharma, Medical & Biotech Construction
9.5%
Leisure Transportation
38.6%
Real estate
11.5%
12.4%
Real estate Agriculture Defence
Monthly M&A Report
94
tRENd gRAPHS
EuRopEAn M&A gEogRAphIc bREAkdown YTd 2009

EUROPEAN
VALUE
2% 3.3% 8.7% 18%
UK & Ireland Germany CEE
VOLUmE
6.3% 7.4% 3.6% 19.4%
UK & Ireland Germany CEE
6.3%
Nordic Benelux
7.9% 12.6%
Nordic Benelux France Iberia
28.7%
10.6%
France Iberia Italy
9.6%
Italy Other
3.1%
Other SEE
12.5% 9.6% 11.2%
SEE
3.7%
15.6%
EuRopEAn M&A dEAl sIzE bREAkdown
VALUE
700 650 600 550 500 450
VOLUmE
3,500
3,000
2,500
400 350 300 250 200 150 100 50 0 H1 2004 H2 2004 H1 2005 H2 2005 H1 2006 H2 2006 H1 2007 H2 2007 H1 2008 H2 2008 H1 2009 H2 2009*
number of deals
value (bn)
2,000
1,500
1,000
500
0 H1 2004 H2 2004 H1 2005 H2 2005 H1 2006 H2 2006 H1 2007 H2 2007 H1 2008 H2 2008 H1 2009 H2 2009*
> 501m 251m-500m 101m-250m 15m-100m 5m-14.9m
> 501m 251m-500m 101m-250m 15m-100m 5m-14.9m Value not disclosed
Monthly M&A Report
95
TRAnsATlAnTIc dEAls
EUROPEAN
VALUE
100,000
VOLUmE
250
80,000
200
value (m)
60,000
number of deals
150
40,000
100
20,000
50
Value deals European bidder acq North American target Value deals Nth American bidder acq European target Total Transatlantic activity
Value deals European bidder acq North American target Value deals Nth American bidder acq European target Total Transatlantic activity
Monthly M&A Report
96
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 Target/seller legal adviser bidder company bidder financial adviser bidder legal adviser seller company deal value (m)
EUROPEAN
25-Sep-09
Just Retirement Financial (Holdings) Plc Services Alcan Composites Shell Hellas AE Industrials & Chemicals Consumer
deutsche Bank; macfarlanes; Fenchurch Advisory mayer Brown Partners
Permira
Credit Suisse
Clifford Chance
249
22-Sep-09
Advising seller: deutsche Bank; Rothschild Advising seller: Credit Suisse
Advising seller: Linklaters Advising seller: Allen & Overy
Schweiter technologies Ag
Internal
Isler klaus & Waldis Rechtsanwaelte Stephenson Harwood
Rio tinto Plc
236
24-Sep-09
motor Oil (Hellas) goldman Sachs Corinth Refineries SA

Investindustrial SpA
Royal dutch Shell Plc
219
1-Sep-09
Permasteelisa SpA
Construction
Banca ImI/Intesa Sanpaolo; Credit Suisse
219
25-Sep-09
goldshield group plc goldshield group plc Bristol International Airport Ltd (35.50% stake) Canary Wharf group Plc (8.45% stake) grupo media Capital SgPS (35% stake)
Pharma, medical & Biotech Pharma, medical & Biotech

transportation
gleacher Shacklock; Numis Securities gleacher Shacklock; Numis Securities Advising seller: macquarie group
midas Bidco Limited AIt Investments Limited Ontario teachers Pension Plan
Ernst & Young
154
18-Sep-09
Rothschild
151
16-Sep-09
macquarie Airports Limited
143
18-Sep-09
Real Estate
Songbird Estates Plc
JPmorgan Cazenove; morgan Stanley; Rothschild Banco Espirito Santo de Investimento BNP Paribas
Slaughter and may; Weil gotshal & manges
Commerzbank Ag
124
28-Sep-09
tmt
Advising seller: Cortes Abogados Advising seller: Rothschild Advising seller: Studio Pedersoli e Associati Advising seller:
Ongoing Strategy Investments BNP Paribas Assurance; and Fortis Insurance NV
Rui Pena, Arnaut Promotora de & Associados Informaciones SA Allen & Overy; Linklaters Unione di Banche Italiane scpa
122
17-Sep-09
UBI Financial Assicurazioni Services SpA (50% stake)
120
16-Sep-09
Veolia Proprete Business Nettoyage et Services multiservices SA gioco digitale group SpA Leisure
Advising seller:
Rothschild
groupe tFN
Cabinet Levine & Associes

deutsche Bank kunz Schima bwin Interactive Wallentin; Entertainment Pavia e Ag Ansaldo CmS
Companie d'Investissements diversifies SA
Ernst & Young; marceau Finance
Orrick Herrington & Sutcliffe; SJ Berwin Brandl & talos; Roedl & Partner
Veolia Proprete SA
120
14-Sep-09
115
1-Sep-09
Cinq sur Cinq SA (62% stake)
Consumer
111
28-Sep-09
Realty Vailog SpA (73.35% stake) ESBAtech Ag
Construction
Shearman & Sterling morgan Stanley Homburger
Industria e Innovazione Alcon Laboratories Inc
mps Capital Services Internal
Studio Legale Carbonetti Pestalozzi Lachenal Patry Biomedinvest Ag; Clarus Ventures; HBm BioVentures Ag; Novartis Venture Funds; SV Life Sciences; and Venture Incubator Partners Ag
106
14-Sep-09
Pharma, medical & Biotech
103
Monthly M&A Report
97
mId-mARkEt dEALS
EuRopEAn M&A quARTERlY MId-MARkET TREnd

EUROPEAN
VALUE
45,000 40,000
VOLUmE
700
600 35,000 30,000 500
25,000 20,000 15,000 10,000 5,000 0 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09*
number of deals
value (m)
400
300
200
100
Monthly M&A Report
98
mId-mARkEt LEAgUE tABLES

Top 15 MId-MARkET fInAncIAl AdVIsERs EuRopE (10m tO 250m)
YTd 30-sep-2009 Value: house Value (m) deal count
Top 15 MId-MARkET lEgAl AdVIsERs EuRopE (10m tO 250m)

YTd 30-sep-2009 Value: house Value (m) deal count
EUROPEAN
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
Volume:
JPmorgan Lazard Rothschild morgan Stanley goldman Sachs deutsche Bank Credit Suisse UBS Investment Bank Citigroup PricewaterhouseCoopers deloitte Bank of America merrill Lynch kPmg BNP Paribas Royal Bank of Scotland group JPmorgan Lazard Rothschild PricewaterhouseCoopers deloitte morgan Stanley UBS Investment Bank Credit Suisse goldman Sachs kPmg deutsche Bank Bank of America merrill Lynch Ernst & Young Royal Bank of Scotland group INg
4,398 3,717 3,568 3,024 2,584 2,341 2,321 2,311 1,920 1,899 1,757 1,473 1,328 1,270 1,213 4,398 3,717 3,568 1,899 1,757 3,024 2,311 2,321 2,584 1,328 2,341 1,473 891 1,213 1,082
43 35 35 23 20 18 21 23 13 30 30 15 19 13 14 43 35 35 30 30 23 23 21 20 19 18 15 15 14 14
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
Volume:
Linklaters Freshfields Bruckhaus deringer Clifford Chance Allen & Overy Herbert Smith/gleiss Lutz/Stibbe Weil gotshal & manges CmS Jones day White & Case dewey & LeBoeuf Latham & Watkins Slaughter and may dLA Piper SJ Berwin Wiersholm Linklaters Freshfields Bruckhaus deringer Allen & Overy Clifford Chance Jones day dLA Piper Herbert Smith/gleiss Lutz/Stibbe CmS Slaughter and may Wiersholm Weil gotshal & manges Norton Rose White & Case dewey & LeBoeuf Latham & Watkins
4,964 3,988 3,029 2,370 2,067 1,498 1,479 1,431 1,370 1,326 1,253 1,201 1,107 1,086 1,084 4,964 3,988 2,370 3,029 1,431 1,107 2,067 1,479 1,201 1,084 1,498 1,070 1,370 1,326 1,253
52 38 25 32 19 17 19 23 16 15 14 18 22 11 18 52 38 32 25 23 22 19 19 18 18 17 17 16 15 14
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
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
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
Monthly M&A Report
99
A mergermArKet m&A report on
UK
Kraft triggers bidding war over Cadbury
UK
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 Cadburys 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 nestl 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. 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 Clubs 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 clubs 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 7digitals leading technology and a catalogue of over six million digital music tracks, as well as video entertainment. 7digitals technology platform will also provide a new and enhanced e-books store, allowing Waterstones 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.
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
DeAL oF tHe montH
Target:
Central African mining & exploration Company plc eurasian natural resources Corporation plc
18 September 2009 635m Domestic, public
UK
Bidder: Seller:
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.
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.
STRUCTURE
the transaction will be conducted via a public offer under the UK law.
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.
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 CAmeCs 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.
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 offmarket share acquisitions is 1,584,566,487 representing approximately 55.18%of the existing issued share capital of CAmeC.
FINANCING
the cash consideration payable by enrC under the terms of the offer will be funded from enrCs 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.
DeAL oF tHe montH
BACKGROUND
UK
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
Premium analysis Offer price per share () 1 day before 1 month before 1 day after Pre-rumour
0.22 9.59% 25% 2.56% 58.63%
Advisers Target/Seller Financial Legal PR Bidder
renaissance Capital Seymour pierce SALAnS FD
Financial Legal PR
Bmo Capital markets Corp SAshurst Herbert Smith/ gleiss Lutz/ Stibbe m:Communications
DeAL oF tHe montH
UK
23-Sep-09 16-Sep-09 20-July-09
enrC should close CAmeC deal this year despite Zimbabwe sanctions issue CAmeC: enrC remains interested, negotiations reach next stage CAmeC unlikely to see official bid tabled in the near-term, nomad Seymour pierce advising on situation, source says
Timetable and Expected Events Regulatory Date Completed Notes
South African Competition Comission approval

Offer Timetable
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 18-Sept-09 Y from company expected on or before 09 october 2009; latest 28 calendar days from firm announcement, offer document issued same day min permitted closing date last day for target's statement last day for competing offer or revised offer last day to declare offer unconditional as to acceptances next trading day from closing date last day to declare offer wholly unconditional latest 14 calendar days after closing date
Announcement offer period commences Day 21 Day 39 Day 46 Day 60 offer results Day 81 Settlement
Company Events
enrC 3Q09 CFm 2009 results
12-nov-09
reference 9 month results ending 30 September 2009; from company expected late September 2009, dealreporter estimate; reference 12 month results ending 31 march 2009
top DeALS
TOP 15 UK ANNOUNCED DEALS FOR YTD 30 SEPTEMBER 2009
UK
Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Revenue EBITDA P/E Bid premia 1-day before Deal value (m)
19-Jan-09
royal Bank of Scotland group plc (29.79% stake) Lloyds Banking group plc (21.60% stake) British energy group plc (20% stake) Friends provident plc Venture production plc Arrow group
Hm treasury
n/a
n/a
(loss)
-8.5%
5,884
7-mar-09
Hm treasury
n/a
n/a
2.9
-8.5%
4,455
11-may-09
energy, mining Centrica plc & Utilities Financial Services resolution Limited
electricite de France SA
3.8
15.7
(loss)
2,548
11-Aug-09 10-Jul-09 17-Jun-09
p C p
n/a 3.4 2.7
n/a 5.0
(loss) 18.6
5.9% 4.4% -
2,164 1,772 1,255
energy, mining Centrica plc & Utilities pharma, medical & Biotech real estate real estate Business Services Watson pharmaceuticals Inc Segro plc telereal Services Limited Land Securities plc Charterhouse Capital partners LLp Candover partners Limited
9-Jul-09 8-Jan-09 19-Jun-09 18-Sep-09
p C C p
Brixton plc trillium Holdings Ltd Wood mackenzie Limited Central African mining & exploration Company plc puma Brandenburg Limited (81.63% stake) emerald energy plc Deutsche Land plc (67.90% stake) Bpp Holdings plc oilexco north Sea Limited
12.1 n/a
(loss) n/a
(loss) 4.9
5.4% -
1,132 833 654 622
energy, mining eurasian natural & Utilities resources Corporation plc real estate marble Limited
3.7
(loss)
(loss)
9.6%
11-Jun-09
12.3
(loss)
(loss)
39.5%
612
12-Aug-09 9-Sep-09 8-Jun-09 25-mar-09
p p C C
energy, mining Sinochem International & Utilities Corporation real estate Business Services Black Sea global properties Limited Apollo global Inc oilexco Inc
6.1 12.1 2.2
7.9 (loss) 13.4
14.7 (loss) 24.5
11.1% 23.8% 9.3% -
546 468 387 372
energy, mining premier oil plc & Utilities
top DeALS
TOP 10 UK ANNOUNCED DEALS OF THE MONTH (SEPTEMBER 2009)

UK
18-Sep-09
Central African mining & exploration Company plc Deutsche Land plc (67.90% stake) BVt Surface Fleet Limited (45% stake) Just retirement (Holdings) plc goldshield group plc goldshield group plc Bristol International Airport Ltd (35.50% stake)
energy, mining eurasian natural & Utilities resources Corporation plc real estate Defence Financial Services pharma, medical & Biotech pharma, medical & Biotech transport Black Sea global properties Limited BAe Systems plc permira HgCapital; and management AIt Investments Limited Vt group plc
3.7
(loss)
(loss)
9.6%
622
9-Sep-09 24-Sep-09 25-Sep-09 25-Sep-09
p p p p
12.1 1.5 n/a 1.4 n/a 5.6 (loss) 11.5
23.8%
468 332
9.4% -1.8%
255 154
18-Sep-09
1.4
5.5
11.5
7.8%
151
16-Sep-09
ontario teachers pension plan Songbird estates plc QIAgen nV
macquarie Airports Limited Commerzbank Ag
6.7
11.6
14.3
143
18-Sep-09 22-Sep-09
p C
Canary Wharf group real estate plc (8.45% stake) DxS Limited pharma, medical & Biotech
5.7
124 64
28-Sep-09
ge Aviation Systems Industrials & Chemicals LLC (Flight control actuation business)
moog Inc
ge Aviation Systems LLC
0.9
62
expeCteD DeALS
PIPELINE OF UK ExPECTED DEALS
UK
Situation Target company Sector Potential bidder company Seller company Financial adviser to bidder (B); target (T); seller (S) 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) Lazard (S) royal Dutch Shell plc
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. 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. 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. 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. neptune marine, the Australialisted 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.
expected Deal
royal Dutch Shell (Stanlow refinery)
Valero energy Corporation, the national oil Corporation, essar oil Limited
842
expected Deal
Artenius UK
Undisclosed Bidders
La Seda de Barcelona, SA
305*
expected Deal
Care UK plc
Bridgepoint Capital Limited
Investec Investment Banking (t)
268
expected Deal
Submersible technologyServices (Holdings) Limited
neptune marine Services Limited
Quayle munro Holdings
18
note: * Indicates revenue
LeAgUe tABLeS
TOP 15 FINANCIAL ADVISERS
UK
VALUe
YTD 30-Sep-2009 House Value (m) Deal count
VoLUme
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
Credit Suisse Bank of America merrill Lynch morgan Stanley Citigroup UBS Investment Bank Lazard Deutsche Bank goldman Sachs Barclays Capital Jpmorgan Cazenove perella Weinberg partners rothschild royal Bank of Scotland group Bnp paribas nomura Holdings
28,481 26,349 23,819 20,987 20,241 18,202 14,703 13,936 12,602 11,071 9,678 6,865 4,714 2,919 2,587
19 15 21 17 29 25 17 22 8 30 1 38 6 5 8
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
rothschild Jpmorgan Cazenove UBS Investment Bank pricewaterhouseCoopers Lazard Deloitte goldman Sachs morgan Stanley Credit Suisse Citigroup Deutsche Bank grant thornton Corporate Finance Kpmg Bank of America merrill Lynch BDo Corporate Finance
6,865 11,071 20,241 586 18,202 1,781 13,936 23,819 28,481 20,987 14,703 792 445 26,349 112
38 30 29 28 25 23 22 21 19 17 17 16 16 15 10
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 UK
TOP 20 LEGAL ADVISERS
VALUe
VoLUme
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
Linklaters Clifford Chance Wachtell, Lipton, rosen & Katz Slaughter and may mallesons Stephen Jaques Freshfields Bruckhaus Deringer Sullivan & Cromwell Simpson thacher & Bartlett Blake, Cassels & graydon Willkie Farr & gallagher Skadden Arps Slate meagher & Flom osler, Hoskin & Harcourt Allens Arthur robinson paul Weiss rifkind Wharton & garrison Anderson mori & tomotsune
44,675 22,701 20,870 20,812 18,899 16,545 15,159 12,777 12,749 12,232 11,244 10,663 10,439 9,872 9,738
47 23 6 36 5 34 9 5 4 3 6 5 5 4 2
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
Linklaters Allen & overy Slaughter and may DLA piper Freshfields Bruckhaus Deringer eversheds Clifford Chance Jones Day Addleshaw goddard Hammonds Herbert Smith/gleiss Lutz/Stibbe Latham & Watkins osborne Clarke SJ Berwin Berwin Leighton paisner
44,675 5,305 20,812 1,058 16,545 943 22,701 1,151 847 631 9,533 3,480 514 5,330 1,724
47 37 36 35 34 27 23 23 21 21 18 17 16 15 15
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 and are based on the geography of either the target, bidder or seller being UK
LeAgUe tABLeS
ACTIVITY TABLE OF PRIVATE EqUITY FIRMS ON UK BUYOUTS

UK
VALUe
VoLUme
1 2 3 4 5 6 7= 7= 7= 10
Charterhouse Capital partners Lloyds tSB Development Capital Apollo management HSBC private equity HgCapital ontario teachers pension plan Alchemy partners oaktree Capital management polygon Investment partners Warburg pincus
654 297 282 208 154 143 141 141 141 110
2 11 1 1 2 1 1 1 1 1
1 2 3 4 5 6 7 8 9 10
Lloyds tSB Development Capital Foresight group Charterhouse Capital partners HgCapital endless Investments AnaCap Financial partners north Atlantic Value Barclays Ventures Apollo management HSBC private equity
297 14 654 154 93 82 49 282 208
11 3 2 2 2 2 2 2 1 1
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 UK the tables by value and volume have been run from 1 January 2009 to 30 September 2009 and exclude lapsed and withdrawn deals
ACTIVITY TABLE OF PRIVATE EqUITY FIRMS ON UK ExITS
VALUe
VoLUme
1 2 3 4 5 6 7 8= 8= 8=
Candover Investments Inflexion private equity partners marwyn Investments HitecVision electra partners Advent Venture partners 3i group Bank of Scotland Corporate Change Capital partners Dunedin Capital partners
654 208 171 141 93 80 48 33 33 33
1 1 1 1 1 1 4 1 1 1
1 2 3 4 5 6 7 8 9= 9= 9=
3i group nVm private equity Candover Investments Inflexion private equity partners marwyn Investments HitecVision electra partners Advent Venture partners Bank of Scotland Corporate Change Capital partners Dunedin Capital partners
48 17 654 208 171 141 93 80 33 33 33
4 2 1 1 1 1 1 1 1 1 1
Source: mergermarket 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 UK the tables by value and volume have been run from 1 January 2009 to 30 September 2009 and exclude lapsed and withdrawn deals
trenD grApHS
UK M&A qUARTERLY TREND
UK
VALUe
120,000
VoLUme
400 350
100,000
300
volume of deals
80,000
value (m)
250
60,000
200
40,000
150
100 20,000 50 0 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09
UK M&A qUARTERLY PRIVATE EqUITY TREND
VALUe
50,000
VoLUme
120
40,000
100
value (m)
30,000
number of deals
80
60
20,000
40
10,000
20
UK buyouts UK exits
UK buyouts UK exits
trenD grApHS
UK M&A ANNUAL TRENDS

UK
VALUe
300
VoLUme
1,500
250
1,200
number of deals
200
value (bn)
900
150
600
100
50
300
0 2004 2005 2006 2007 2008 YTD 2009*
0 2004 2005 2006 2007 2008 YTD 2009*
All UK M&A UK buyouts UK exits
All UK M&A UK buyouts UK exits
UK M&A SECTOR BREAKDOwN YTD 2009
VALUe
1.1% 0.2% 0.6% 7.4% 9.2% 3.1% 3.8% 2% 21%
Business Services Consumer TMT Industrials & Chemicals Financial Services Pharma, Medical & Biotech Leisure
VoLUme
2.6% 2.9% 6.2% 2.1% 0.7% 0.5% 18.6 %
Business Services Consumer TMT
7.4%
Industrials & Chemicals Financial Services
7.9%
15.7%
Pharma, Medical & Biotech Leisure Energy, Mining & Utilities
2.5% 6.9%
Energy, Mining & Utilities Construction
10% 12.9% 12.6%
Construction Transportation Real Estate Defence Agriculture
42.2%
Transportation Real Estate Defence
mID-mArKet DeALS
TOP 10 UK ANNOUNCED MID MARKET DEALS (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)
UK
25-Sep-09
goldshield group plc
pharma, medical & Biotech pharma, medical & Biotech transportation
gleacher Shacklock; numis Securities gleacher Shacklock; numis Securities
HgCapital; and management
ernst & Young
154
18-Sep-09
goldshield group plc
AIt Investments Limited
rothschild
151
16-Sep-09
Bristol International Airport Ltd (35.5% stake)
Advising seller: macquarie group
ontario teachers pension plan
macquarie Airports Limited
143
18-Sep-09
Canary Wharf real estate group plc (8.45% stake) DxS Limited pharma, medical & Biotech Industrials & Chemicals osborne Clarke
Songbird estates Jpmorgan Cazenove; plc morgan Stanley; rothschild QIAgen nV Jefferies & Company
Slaughter and may; Weil gotshal & manges morrison & Foerster
Commerzbank Ag
124
22-Sep-09
64
28-Sep-09
ge Aviation Systems LLC (Flight control actuation business) UKAeA Limited
Advising seller: Weil gotshal & manges
moog Inc
ge Aviation Systems LLC
62
18-Sep-09
Advising seller: Advising greenhill & Co seller: Slaughter and may
Babcock International group plc thomson reuters Corporation enstar group Limited
Jpmorgan Cazenove
Ashurst
United Kingdom Atomic energy Authority group Deloitte
43
13-Sep-09
Abacus enterprise Limited British engine Insurance Limited essentially group Limited Air energi group Limited
tmt
31
30-Sep-09
Financial Services
rSA Insurance group plc
30
22-Sep-09
tmt
Cenkos Securities
Davies Arnold Chime epL Advisory Cooper Communications plc Zeus private equity LLp
Slaughter and may Halliwells gary taylor (private investor); Linda maguireBrookshaw (private investor) Welsh power group Limited
24
11-Aug-09
Business Services
Advising Seller: Advising BDo Corporate Seller: Hammonds; Finance pannone & partners
35
13-Aug-09
Uskmouth power Company Limited Bromford Industries Limited ArC International plc
energy, mining & Utilties
Scottish & Southern energy plc
31
17-Aug-09
Advising Seller: Steen Associates

Jefferies & Company; Woodside Capital partners
DLA piper; Advising Seller: eversheds macfarlanes
Darwin private equity LLp
pricewaterhouseCoopers
Denton Wilde Sapte; travers Smith Jones Day
Hampson Industries plc
28
18-Aug-09
tmt
Abigail (UK) Limited
Arbuthnot Securities; Cowen and Company
23
20-Aug-09
eastgate retail park (50% stake)
Consumer
Advising Seller: Jones Day
LaSalle Investment management Inc
Hercules Unit trust
22
mID-mArKet DeALS
UK M&A qUARTERLY MID-MARKET TREND

UK
VALUe
250
VoLUme
250
200
200
value (m)
150
number of deals
150
100
100
50
50
mID-mArKet LeAgUe tABLeS

TOP 10 MID-MARKET FINANCIAL ADVISERS UK (10m to 250m)
YTD 30-Sep-2009 Value: House Value (m) Deal count
TOP 10 MID-MARKET LEGAL ADVISERS UK (10m to 250m)

YTD 30-Sep-2009 Value: House Value (m) Deal count
UK
1 2 3 4 5 6 7 8 9 10
Volume:
Jpmorgan Cazenove morgan Stanley rothschild Lazard UBS Investment Bank Credit Suisse Deutsche Bank goldman Sachs Deloitte pricewaterhouseCoopers Jpmorgan Cazenove rothschild Lazard UBS Investment Bank pricewaterhouseCoopers morgan Stanley Deloitte Kpmg grant thornton Corporate Finance Credit Suisse
1,852 1,582 1,380 897 894 883 866 702 635 580 1,852 1,380 897 894 580 1,582 635 445 173 883
21 10 15 11 11 7 7 5 9 11 21 15 11 11 11 10 9 8 8 7
1 2 3 4 5 6 7 8 9 10
Volume:
Linklaters Clifford Chance Freshfields Bruckhaus Deringer Slaughter and may Allen & overy Jones Day DLA piper Latham & Watkins macfarlanes Hammonds Linklaters Freshfields Bruckhaus Deringer Slaughter and may DLA piper Clifford Chance Hammonds Addleshaw goddard eversheds Allen & overy Jones Day
1,842 1,484 1,364 1,163 948 808 781 751 732 610 1,842 1,364 1,163 781 1,484 610 569 512 948 808
20 11 18 17 10 10 17 7 8 11 20 18 17 17 11 11 11 11 10 10
1 2 3 4 5 6 7 8 9 10
1 2 3 4 5 6 7 8 9 10
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 UK
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 UK
A mergermArket m&A report on
germAnY
Escada might not have as many suitors as assumed
escada, which focuses on luxury womens apparel and accessories, is one of germanys 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 companys escada brand name alone could be worth a high threedigit 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 germanys 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 escadas 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.
GERMANY
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 firms 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. permiras 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 doesnt quite fit and they may have trouble convincing investors, he said.
germAnY
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
DeAL oF tHe montH

Target:
BrAHmS Ag thermo Fisher Scientific Inc HBm BioVentures Ag
03 September 2009 330m Cross border; exit; transatlantic
GERMANY
Bidder: Seller:
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 Fishers 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 Fishers analytical technologies segment. the transaction will be accretive to thermo Fishers 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.
Exit multiples - Y/E 31/12/2008 Multiples Revenue EBITDA EBIT Earnings Value (m)
4.4x 22.0x 29.7x 120.9x
74.9 14.99 11.1 2.7
Advisers Target/seller Financial Legal PR Bidder
Bank of America merrill Lynch Freshfields Bruckhaus Deringer Weber-thedy
Financial Legal PR
CmS Joele Frank Wilkinson Brimmer katcher
Monthly M&A Report
116
top DeALS
TOP 15 GERMAn AnnOUnCED DEALS FOR YTD 30 SEPTEMBER 2009
GERMANY
2-Jun-09 22-mar-09 8-Jan-09 13-may-09
C C C p
Hypo real estate Holding Ag (81% stake) Daimler Ag (9.10% stake) Commerzbank Ag (25% stake) Vng-Verbundnetz gas Ag (47.90% stake)
Financial Services Industrials & Chemicals Financial Services energy, mining & Utilities
SoFFin Aabar Investment pJSC SoFFin enBW energie BadenWuerttemberg Ag oesterreichische elektrizitaetswirtschaft Ag rWe Ag eWe Ag
n/a 0.7 n/a
n/a 8.4 n/a
(loss) 14.5
98.7% -5.0% -1.5% -
2,960 1,954 1,770 1,200
8-Jun-09
e.on Ag (13 hydro power energy, plants in Bavaria) mining & Utilities rWe Westfalen Weser ems Ag (20.03% stake) Danisco Sugar A/S (Anklam factory) energy, mining & Utilities Consumer
e.on Ag
1,000
31-Jan-09
municipal communities (germany) nordzucker Ag nrg energy Inc; and UrS Corporation 1.0 HypoVereinsbank Ag piech family (private investors); and porsche family (private investors) Freie Hansestadt Bremen (City of Bremen) 9.3 4.4 22.0 120.9 n/a 20.0 n/a 65.2 13.1
800
20-Feb-09 25-Feb-09
C C
Suiker Unie J&t Finance group AS; and Severoceske Doly Software Ag Commerzbank Ag Qatar Holding LLC
730 404
mitteldeutsche energy, Braunkohlengesellschaft mining & mbH Utilities IDS Scheer Ag Deutsche Schiffsbank Ag (12% stake) porsche Automobil Holding Se (5% stake) Stadtwerke Bremen Ag (25.90% stake) DAWAg BrAHmS Ag Business Services Financial Services Industrials & Chemicals energy, mining & Utilities real estate pharma, medical & Biotech energy, mining & Utilities
14-Jul-09 17-Aug-09 14-Aug-09
C C p
38.9% -
401 400 390
15-Apr-09
eWe Ag
360
9-Apr-09 3-Sep-09
C p
meravis Wohnungsbau- Vereinte und Immobilien gmbH Dienstleistungsgewerkschaft thermo Fisher Scientific Inc eWe Ag HBm BioVentures Ag
360 330
23-Jun-09
Stadtwerke Bremen Ag (25.10% stake)
Freie Hansestadt Bremen (City of Bremen)
320
TOP 5 GERMAn AnnOUnCED DEALS OF ThE MOnTh (SEPTEMBER 2009)

GERMANY
3-Sep-09
BrAHmS Ag
pharma, medical & Biotech Business Services Business Services
thermo Fisher Scientific Inc Ingenico SA Solera Holdings Inc
HBm BioVentures Ag
4.4
22.0
120.9
330
25-Sep-09 17-Sep-09
p p
easycash gmbH AUtoonline gmbH Informationssysteme (85% stake)
Warburg pincus LLC "Cuss-gmbH" Computerunterstuetzte Sachverstaendigen Systeme; AWg Abfallwirtschaftsgesellschaft mbH Wuppertal; and DekrA Automobil gmbH Burda Digital Ventures gmbH; and elitemedianet Beteiligungs gbr madeleine Schickedanz (private investor)
3.4
290 60
14-Sep-09
elitemedianet gmbH (36.93% stake)
tmt
tomorrow Focus Ag
13
3-Sep-09
Quelle Bauspar Ag
Financial Services
Verband der privaten Bausparkassen eV
n/a
n/a
12
expeCteD DeALS
PIPELInE OF GERMAn ExPECTED DEALS
GERMANY
Situation Target company Sector Potential bidder company Financial adviser Seller company to bidder (B); target (T); seller (S) Market cap/ est. value (m) Comments
potential nordex Ag takeover target
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, 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. 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.
potential mAn Se takeover target
Volkswagen Ag
8,022
takeover target StrAto medien Ag
tmt
general Atlantic Advising LLC; United Seller: Arma Internet Ag; Apax partners partners; or Deutsche telekom Ag
Freenet Ag
300
LeAgUe tABLeS
TOP 15 FInAnCIAL ADVISERS GERMAnY
GERMANY
VALUe
YTD 30-Sep-2009 house Value (m) Deal count
VoLUme
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
Deutsche Bank Citigroup Jpmorgan Lazard goldman Sachs Credit Suisse UBS Investment Bank Barclays Capital Deloitte morgan Stanley metzler Corporate Finance pricewaterhouseCoopers Bank of America merrill Lynch William Blair & Company rothschild
10,253 8,600 8,264 7,642 7,348 3,759 3,515 2,944 2,671 2,045 1,701 1,571 1,549 1,097 998
6 2 9 6 14 5 7 4 8 9 3 10 5 3 16
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
rothschild goldman Sachs pricewaterhouseCoopers Lincoln International Jpmorgan morgan Stanley kpmg Deloitte UBS Investment Bank Close Brothers group UniCredit group Deutsche Bank Lazard ernst & Young Credit Suisse
998 7,348 1,571 516 8,264 2,045 312 2,671 3,515 201 52 10,253 7,642 841 3,759
16 14 10 10 9 9 9 8 7 7 7 6 6 6 5
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 germany
TOP 15 LEGAL ADVISERS GERMAnY
VALUe
VoLUme
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
Freshfields Bruckhaus Deringer Hengeler mueller Linklaters Simmons & Simmons norton rose Cravath Swaine & moore Shearman & Sterling Binder groesswang & partners Lovells CmS De Brauw Blackstone Westbroek Clifford Chance Skadden Arps Slate meagher & Flom DLA piper Cleary gottlieb Steen & Hamilton
19,738 10,229 9,716 7,307 7,300 7,300 5,105 2,879 2,582 2,517 2,263 2,164 2,109 1,930 1,689
39 24 24 2 4 1 11 3 15 34 1 28 5 7 7
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
Freshfields Bruckhaus Deringer CmS Clifford Chance Hengeler mueller Linklaters Lovells Herbert Smith/gleiss Lutz/Stibbe Shearman & Sterling Baker & mckenzie White & Case Jones Day Allen & overy noerr Stiefenhofer & Lutz DLA piper Cleary gottlieb Steen & Hamilton
19,738 2,517 2,164 10,229 9,716 2,582 1,218 5,105 387 336 559 346 1,930 1,689
39 34 28 24 24 15 13 11 11 10 8 8 8 7 7
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 germany
LeAgUe tABLeS
ACTIVITY TABLE OF PRIVATE EqUITY FIRMS On GERMAn BUYOUTS

GERMANY
VALUe
VoLUme
1 2 3 4 5
golden gate Capital Silverfleet Capital partners Barclays private equity pamplona Capital management Droege Capital
250 213 172 100 93
1 1 1 1 1
1 2= 2= 2= 5
BLUo SICAV Aurelius elbe partners Industries mutares golden gate Capital
30 250
3 2 2 2 1
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
ACTIVITY TABLE OF PRIVATE EqUITY FIRMS On GERMAn ExITS
VALUe
VoLUme
1 2 3 4 5
HBm BioVentures Warburg pincus triton partners montagu private equity HAnnoVer Finanz
330 290 286 213 192
1 1 1 1 2
1 2 3 4 5
ArQUeS Industries HAnnoVer Finanz Aurelius HBm BioVentures Warburg pincus
123 192 330 290
3 2 2 1 1
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 germany the tables by value and volume have been run from 01 January 2009 to 30 September 2009 and exclude lapsed and withdrawn deals
trenD grApHS
GERMAn M&A qUARTERLY TREnD
GERMANY
VALUe
60,000
VoLUme
200
50,000 150
30,000
number of deals
40,000
value (m)
100
20,000
50 10,000
GERMAn M&A qUARTERLY PRIVATE EqUITY TREnD
VALUe
20,000
VoLUme
60
50 15,000
10,000
number of deals
40
value (m)
30
20
5,000 10
Germany buyouts Germany exits
Germany buyouts Germany exits
trenD grApHS
GERMAn M&A AnnUAL TREnDS

GERMANY
VALUe
100
VoLUme
800 700
80 600
number of deals
value (bn)
60
500
400
40
300
200 20 100
0 2004 2005 2006 2007 2008 YTD 2009*
0 2004 2005 2006 2007 2008 YTD 2009*
All German M&A German buyouts German exits
All German M&A German buyouts German exits
GERMAn M&A SECTOR BREAkDOwn YTD 2009
VALUe
5.5% 5.5% 6.3% 25.6%
Energy, Mining & Utilities Financial Services Pharma, Medical & Biotech Construction Real Estate
VoLUme
11.7% 9%
Energy, Mining & Utilities Financial Services Pharma, Medical & Biotech
8.7% 11.7% 6.3% 2% 2% 15.3% 2% 0.7% 0.3% 0.3%
Construction Leisure Transportation Real Estate Defence Agriculture Industrials & Chemicals
20.4%
Defence Industrials & Chemicals Consumer Business Services
0.1% 2.2% 31% 0.8% 2.6%
TMT
30%
Consumer Business Services TMT
mID-mArket DeALS
TOP 5 GERMAn AnnOUnCED FInAnCIAL SERVICES MID MARkET DEALS FOR 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)
GERMANY
21-Aug-09
Hypo real estate Holding Ag (10% stake)
Financial Services
Herbert Smith/gleiss Lutz/Stibbe; Shearman & Sterling Jpmorgan Shearman & Sterling
SoFFin
pricewaterhouseCoopers
Freshfields Bruckhaus Deringer
158
9-Apr-09
Hypo real estate Holding Ag (38.65% stake) ebase (european Bank for Fund Services) FSB FondsServiceBank gmbH Quelle Bauspar Ag
SoFFin
UBS Investment Bank
Freshfields Bruckhaus Deringer
124
8-Apr-09
comdirect bank Ag; and Commerz Asset management Holding gmbH Advising seller: Jones Day Fondsdepot Bank gmbH Verband der privaten Bausparkassen eV DAB Bank Ag
25
13-may-09
21
3-Sep-09
madeleine Schickedanz (private investor)
12
mID-mArket DeALS
GERMAn M&A qUARTERLY MID-MARkET TREnD

GERMANY
VALUe
4,500 4,000 3,500
VoLUme
70
60
50
number of deals
3,000
value (m)
2,500 2,000 1,500 1,000 500 0 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09
40
30
20
10

TOP 10 MID-MARkET FInAnCIAL ADVISERS GERMAnY (10m to 250m)
YTD 30-Sep-2009 Value: house Value (m) Deal count
TOP 10 MID-MARkET LEGAL ADVISERS GERMAnY (10m to 250m)

GERMANY
1 2 3 4 5 6 7 8 9 10
Volume:
Jpmorgan rothschild kpmg pricewaterhouseCoopers goldman Sachs Sal. oppenheim jr & Cie Houlihan Lokey morgan Stanley Close Brothers group goetzpartners Jpmorgan rothschild Lincoln International kpmg pricewaterhouseCoopers Close Brothers group goldman Sachs Sal. oppenheim jr & Cie Houlihan Lokey morgan Stanley
555 318 312 300 273 266 245 235 201 200 555 318 116 312 300 201 273 266 245 235
5 4 3 3 2 2 2 2 3 1 5 4 4 3 3 3 2 2 2 2
1 2 3 4 5 6 7 8 9 10
Volume:
Freshfields Bruckhaus Deringer Herbert Smith/gleiss Lutz/Stibbe Linklaters Hengeler mueller Clifford Chance CmS thommessen poellath & partners White & Case Allen & overy Freshfields Bruckhaus Deringer Linklaters Herbert Smith/gleiss Lutz/Stibbe Hengeler mueller Clifford Chance CmS thommessen White & Case Allen & overy Jones Day
1,026 828 714 594 512 487 334 327 322 320 1,026 714 828 594 512 487 334 322 320 150
9 7 8 6 5 5 3 2 3 3 9 8 7 6 5 5 3 3 3 3
1 2 3 4 5 6 7 8 9 10
1 2 3 4 5 6 7 8 9 10
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 germany
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 germany
A mERgERmARkEt m&A REpoRt oN
FRANCE
Veolia Transport and Transdev merger:
FRANCE
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 Veolias 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 transdevs 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), transdevs 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 groups marketing strategy. Willis, best known as the gun-toting star of the Die Hard films, will become a member of Belvederes 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 socalled 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.
DEAL oF tHE moNtH
Target:
Veolia proprete Nettoyage et multiservices SA groupe tFN Veolia proprete SA
16 September 2009 120m Recommended, Acquisition, Domestic, Divestment
FRANCE
Bidder: Seller:
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 Environnements divestment strategy of 1bn, announced for 2009, and negotiations regarding the transaction started on 24 June 2009. the acquisition is also in line with tFNs 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.
Exit multiples Y/E 30/06/2009 Multiples Revenue EBITDA EBIT Earnings Advisers Target/Seller Financial Legal PR Bidder Value (m)
0.32 x -
350 -
Rothschild Cabinet Levine & Associes -
Financial Legal PR
Ernst & Young marceau Finance SJ Berwin orrick Herrington & Sutcliffe -
24/06/2009 06/03/2009
Veolia Environmental Services in exclusive negotiations with tFN for sale of Veolia proprete Nettoyage et multiservices division Veolia to make EUR 3bn of divestitures over three years, CEo says
top DEALS
ToP 15 FREnch AnnouncED DEALS FoR YTD 30 SEPTEMBER 2009
FRANCE
18-Aug-09
Alcan packaging (majority of businesses) motier SAS (37.10% stake) CACEIS (35% stake) Credit Foncier de France (23.40% stake) Ciments Francais (18% stake) kallista Energies Renouvelables SAS; and kallista France SAS Chateau Cheval Blanc (50% stake); and La tour du pin (50% stake) Nt1; and tmC (40% stake) groupe Lucien Barriere SAS (15% stake) FpEE Industries SA
Industrials & Chemicals Consumer Financial Services Financial Services Construction
Amcor Limited
Rio tinto plc
0.5
1,433
30-mar-09 30-Jun-09 29-Jan-09
C C C
moulin family (private investors) Credit Agricole SA Caisse Nationale des Caisses d'Epargne et de prevoyance Italcementi SpA
BNp paribas SA Natixis SA Nexity Initiale SAS n/a n/a n/a n/a
1,100 595 540
15-may-09 3-Aug-09
L C
0.9 Babcock & Brown International pty Ltd groupe Arnault SAS
4.2
10.2
1.2% -
496 220
Energy, mining AXA private Equity & Utilities
13-Aug-09
Consumer
LVmH moet Hennessy Louis Vuitton SA
200
11-Jun-09 31-mar-09
p C
tmt Leisure
television Francaise 1 SA AB groupe SA Accor SA Colony Capital LLC AgF private Equity; AtriA Capital partenaires; Euromezzanine Conseil SAS; and UI gestion SA Inmobiliaria Colonial SA Veolia proprete SA Inmobiliaria Colonial SA 1.0
192 153
16-Jul-09
Construction
Barclays private Equity Limited; and pragma Capital
150
5-Jan-09
Real Estate Societe Fonciere Lyonnaise SA (8.80% stake) Veolia proprete Nettoyage et multiservices SA Business Services
CALYoN
n/a
n/a
15.2
36.7%
143
16-Sep-09
groupe tFN
0.3
120
14-Jan-09
Real Estate Societe Fonciere Lyonnaise SA (7.25% stake) Cinq sur Cinq SA (62% stake) Autodistribution Consumer
Royal Bank of Scotland group plc Companie d'Investissements Diversifies SA towerBrook Capital partners Lp
n/a
n/a
15.2
26.4%
118
1-Sep-09
111
2-mar-09
Investcorp SA
0.1
110
top DEALS
ToP 5 FREnch AnnouncED DEALS oF ThE MonTh (SEPTEMBER 2009)

FRANCE
16-Sep-09
Veolia proprete Nettoyage et multiservices SA Cinq sur Cinq SA (62% stake) Antonin Rodet SAS Autoreflex.Com SAS (85.20% stake) morris profumi SpA (30% stake); and Selective Beauty SAS (30% stake)
Business Services Consumer
groupe tFN
Veolia proprete SA
0.3
120
1-Sep-09
Companie d'Investissements Diversifies SA Boisset La Famille des grands Vins SAS AVm private equity; and odyssee Venture oI perfume SA Investindustrial SpA Sequana SA 1.6 2.0 (loss) 6.0 (loss) 16.7
111
29-Sep-09 23-Sep-09 08-Sep-09
C C C
Consumer Consumer Consumer
24 13 10
EXpECtED DEALS
PIPELInE oF FREnch ExPEcTED DEALS
FRANCE
Situation Target company Sector Potential bidder company Financial adviser to bidder (B); target (T); seller (S) 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. "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. 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. "Belvedere SA, the paris and Warsawlisted 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 groups other brands around the world. belvedere has a market capitalization of about 90m in Euronext paris
takeover situation
Nexter Systems SA
Defence
thales SA; and Rheinmetall Ag
579
takeover situation
DomUSVI group
gDp Vendome
450
takeover situation
Belvedere SA
Consumer
Bruce Willis (private investor)
90
"
LEAgUE tABLES
ToP 15 FInAncIAL ADVISERS
FRANCE
VALUE
VoLUmE
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
BNp paribas Credit Suisse goldman Sachs UBS Investment Bank Citigroup CALYoN Bank of America merrill Lynch Lazard Rothschild Evercore partners HSBC Bank morgan Stanley Banca ImI/Intesa Sanpaolo Jpmorgan Deutsche Bank
8,371 6,568 5,367 5,285 4,570 3,803 3,315 3,295 2,885 2,842 2,170 2,080 1,256 1,170 705
19 9 7 12 7 8 4 24 22 1 5 4 3 7 8
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
Lazard Rothschild BNp paribas UBS Investment Bank Credit Suisse CALYoN Deutsche Bank Close Brothers group Sg goldman Sachs Citigroup Jpmorgan Financiere Cambon Bryan, garnier & Co pricewaterhouseCoopers
3,295 2,885 8,371 5,285 6,568 3,803 705 235 201 5,367 4,570 1,170 30 603 585
24 22 19 12 9 8 8 8 8 7 7 7 7 6 6
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 France.
ToP 15 LEgAL ADVISERS
VALUE
VoLUmE
1 2 3 4 5 6 7 8= 8= 8= 11 12 13 14 15= 15=
Linklaters Cleary gottlieb Steen & Hamilton Allen & overy Weil gotshal & manges Sullivan & Cromwell Clifford Chance Herbert Smith/gleiss Lutz/Stibbe Alston & Bird Fried Frank Harris Shriver & Jacobson Simpson thacher & Bartlett Freshfields Bruckhaus Deringer gianni, origoni, grippo & partners SJ Berwin Jones Day Loyens & Loeff ogilvy & Renault
8,509 5,965 5,008 3,830 3,338 3,286 3,111 2,842 2,842 2,842 2,504 2,133 1,987 1,883 1,435 1,435
21 9 8 11 6 13 3 1 1 1 7 3 9 19 3 3
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
Linklaters Jones Day gide Loyrette Nouel Clifford Chance De pardieu Brocas maffei White & Case Weil gotshal & manges Bredin prat CmS Cleary gottlieb Steen & Hamilton SJ Berwin Allen & overy Lovells Freshfields Bruckhaus Deringer Sullivan & Cromwell
8,509 1,883 913 3,286 116 68 3,830 479 133 5,965 1,987 5,008 39 2,504 3,338
21 19 17 13 13 12 11 11 11 9 9 8 8 7 6
Source: mergermarket 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 France.
LEAgUE tABLES
AcTIVITY TABLE oF PRIVATE EquITY FIRMS on FREnch BuYouTS

FRANCE
VALUE
VoLUmE
1 2 3 4 5 6= 6= 8= 8= 8=
LBo France AtriA Capital partenaires pragma Capital Barclays private Equity AXA private Equity towerBrook Capital partners gimv orium pechel Industries partenaires groupama private Equity
320 300 250 245 220 110 100 100 100 45
3 1 2 2 2 1 1 1 1 2
1 2 3 4 5 6 7 8= 8= 10
LBo France pragma Capital Barclays private Equity AXA private Equity groupama private Equity IRDI-ICSo turenne Capital partenaires Azulis Capital ouest Croissance AtriA Capital partenaires
320 250 245 220 45 19 5 300
3 2 2 2 2 2 2 2 2 1
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.
AcTIVITY TABLE oF PRIVATE EquITY FIRMS on FREnch ExITS
VALUE
VoLUmE
1 2 3 4 5 6 7 8= 8= 8= 8=
AtriA Capital partenaires groupe Arnault LBo France AgF private Equity Colony Capital UI gestion Investcorp Capzanine Initiative & Finance Investissement iXEN partners N.I. partners
300 200 190 180 153 150 110 100 100 100 100
1 1 1 2 1 1 1 1 1 1 1
1 2 3 4 5 6 7 8 9 10
Innovacom Siparex Croissance AgF private Equity AXA private Equity Viveris management mBo partenaires AtriA Capital partenaires groupe Arnault LBo France Colony Capital
42 22 180 40 24 300 200 190 153
3 3 2 2 2 2 1 1 1 1
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.
tREND gRApHS
FREnch M&A quARTERLY TREnD
FRANCE
VALUE
100,000
VoLUmE
200
80,000 150
value (m)
60,000
volume of deals
100
40,000
50 20,000
FREnch M&A quARTERLY PRIVATE EquITY TREnD
VALUE
15,000
VoLUmE
80 70
12,000 60
volume of deals
value (m)
9,000
50
40
6,000
30
20 3,000 10
France buyouts France exits
France buyouts France exits
tREND gRApHS
FREnch M&A AnnuAL TREnDS

FRANCE
VALUE
150
VoLUmE
800 700
120 600
volume of deals
value (bn)
90
500
400
60
300
200 30 100
0 2004 2005 2006 2007 2008 YTD 2009*
0 2004 2005 2006 2007 2008 YTD 2009*
All France M&A France buyouts France exits
All France M&A France buyouts France exits
FREnch M&A SEcToR BREAkDown YTD 2009
VALUE
0.5% 3.7% 2.4% 3.5% 2.6% 27.6% 0.1% 6%
Industrials & Chemicals Consumer TMT Business Services Financial Services
VoLUmE
1.1% 3.1% 3.9% 4.4% 4.4% 5.2% 3.1% 22.7%
Industrials & Chemicals Consumer TMT Business Services Financial Services Construction
16.3%
Construction Energy, Mining & Utilities Pharma, Medical & Biotech Leisure
6.1%
Energy, Mining & Utilities Pharma, Medical & Biotech
3.9% 9.0%
8.7%
19.7%
Leisure Transport
24.5%
Transport Real Estate Agriculture
17.9%
Real Estate Agriculture
mID-mARkEt DEALS
ToP 10 FREnch AnnouncED MID MARkET DEALS FoR YTD 30 SEPTEMBER 2009 (10m to 250m)
FRANCE
3-Aug-09
kallista Energies Energy, mining Advising & Utilities Renouvelables seller: Hideal SAS; and kallista partners France SAS Chateau Cheval Consumer Blanc (50% stake); and La tour du pin (50% stake) Nt1; and tmC (40% stake) groupe Lucien Barriere SAS (15% stake) tmt Leisure
Advising seller: Clifford Chance; Fidal
Holding Energies Renouvelables SAS
Bank of America merrill Lynch
Linklaters
Babcock & Brown International pty Ltd groupe Arnault SAS
220
13-Aug-09
LVmH moet Hennessy Louis Vuitton SA
200
11-Jun-09 31-mar-09
p C
television Francaise 1 SA
Rothschild BNp paribas; CIBC World markets; goldman Sachs; Lazard; Sg mayer Brown
AB groupe SA Colony Capital LLC
192 153
Advising seller: Clifford Chance
Accor SA
16-Jul-09
FpEE Industries SA
Construction
Barclays private Equity Limited; pragma Capital
AgF private Equity; AtriA Capital partenaires; Euromezzanine Conseil SAS; and UI gestion SA Inmobiliaria Colonial SA
150
5-Jan-09
Societe Fonciere Lyonnaise SA (8.80% stake)
Real Estate
Advising Advising seller: Lazard seller: Freshfields Bruckhaus Deringer; Linklaters Advising seller: Rothschild Advising seller: Cabinet Levine & Associes
CALYoN
CALYoN
143
16-Sep-09
Veolia proprete Nettoyage et multiservices SA
Business Services
groupe tFN
Ernst & Young; marceau Finance
orrick Herrington & Sutcliffe; SJ Berwin
Veolia proprete SA
120
14-Jan-09
Societe Fonciere Lyonnaise SA (7.25% stake)
Real Estate
Advising Advising seller: Lazard seller: Freshfields Bruckhaus Deringer; Linklaters CmS
Royal Bank of Scotland group plc
Inmobiliaria Colonial SA
118
1-Sep-09
Cinq sur Cinq SA Consumer (62% stake) Autodistribution Industrials & Chemicals Rothschild
Companie d'Investissements Diversifies SA Lamartine Conseil
111
2-mar-09
orium; and pechel Dewey & Industries LeBoeuf; Shearman & Sterling FIDEppp grant thornton Corporate Finance
100
17-Feb-09
Axione Infrastructures SAS (55% stake)
tmt
Advising Advising seller: Lazard seller: Clifford Chance
Axione SA Linklaters (Advising Banco Santander; Caisse Nationale des Caisses d'Epargne et de prevoyance; CALYoN); orrick Herrington & Sutcliffe
110
mID-mARkEt DEALS
FREnch M&A quARTERLY MID-MARkET TREnD

FRANCE
VALUE
5,000
VoLUmE
60
4,000
50
value (m)
3,000
volume of deals
40
30
2,000
20
1,000
10
0 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q Q4 Q1 Q2 Q3 04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09
mID-mARkEt LEAgUE tABLES

ToP 10 MID-MARkET FInAncIAL ADVISERS FRAncE (10m to 250m)
ToP 10 MID-MARkET LEgAL ADVISERS FRAncE (10m to 250m)

FRANCE
1 2 3 4 5 6 7 8 9 10
Volume:
Lazard Rothschild BNp paribas Deutsche Bank UBS Investment Bank CALYoN Bank of America merrill Lynch goldman Sachs Jpmorgan Citigroup Lazard BNp paribas Rothschild Deutsche Bank UBS Investment Bank Jpmorgan Close Brothers group CALYoN goldman Sachs Sg
1,837 857 686 627 446 343 334 315 299 274 1,837 686 857 627 446 299 235 343 315 201
13 7 8 5 5 3 2 3 4 2 13 8 7 5 5 4 4 3 3 3
1 2 3 4 5 6 7 8 9 10
Volume:
Linklaters Clifford Chance Cleary gottlieb Steen & Hamilton Freshfields Bruckhaus Deringer SJ Berwin Weil gotshal & manges Bredin prat Studio pedersoli e Associati Darrois Villey maillot Brochier Jones Day Linklaters Jones Day Weil gotshal & manges Clifford Chance gide Loyrette Nouel SJ Berwin Bredin prat Cleary gottlieb Steen & Hamilton Freshfields Bruckhaus Deringer pricewaterhouseCoopers legal
1,363 733 558 551 545 541 479 440 389 358 1,363 358 541 733 318 545 479 558 551 295
11 6 4 4 5 7 5 3 3 8 11 8 7 6 6 5 5 4 4 4
1 2 3 4 5 6 7 8 9 10
1 2 3 4 5 6 7 8 9 10
Source: 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, bidder or seller being France.
Source: mergermarket 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 France.
A mergermArkeT m&A reporT on
ITALY
Acquisition of MSA strengthens Biancamanos 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 Biancamanos 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 manutencoops long-standing collaboration with about 50 healthcare entities. mSA underlined the benefit of the transaction in the groups 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.
ITALY
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.
DeAL oF The monTh
Target:
permasteelisa SpA Investindustrial SpA
01 September 2009 219m recommended
ITALY
Bidder: Seller:
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.
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 Investindustrials closing share price of 13.46 on 31-Aug-09, the last trading price prior to the announcement.
STRUCTURE
The transaction will be conducted via a stake purchase and subsequent mandatory public offer under Italian Law.
CONDITIONS
relevant regulatory approvals. mandatory offer unconditional.
Exit multiples Y/E [31/12/08] Multiples Revenue EBITDA EBIT Earnings Advisers Target/Seller Financial Legal PR Bidder Value (m)
13 -3.42% 6.82% 0.39% n/a
0.1 1.9 2.3 7.5
1137 70.86 58.75 44.85
Financial Legal PR
Credit Suisse Banca ImI/Intesa Sanpaolo Capital mS&L
16-July-09
permasteelisa: Shareholder Amber Capital would oppose potential Investindustrial offer; could team up with Luigi Cimolai, sources say.
Top DeALS
TOP 15 ITALIAN ANNOUNCED DEALS FOR YTD 30 SEPTEMBER 2009
ITALY
12-Feb-09 12-Feb-09 23-Feb-09
C C C
Italgas SpA Stogit SpA Alleanza Assicurazioni SpA (49.60% stake) enel rete gas SpA (80% stake)
energy, mining Snam rete gas SpA & Utilities energy, mining Snam rete gas SpA & Utilities Financial Services Assicurazioni generali SpA
enI SpA enI SpA
5.4 8.5 n/a
9.1 10.9 n/a
13.5 19.9 8.9
2.6%
4,206 2,588 1,805
29-may-09
energy, mining AXA private equity; and & Utilities F2i Sgr SpA Intesa Sanpaolo SpA
enel Distribuzione SpA Alleanza Assicurazioni SpA Cassa di risparmio di Firenze SpA; and Cassa di risparmio di pistoia e pescia Banca monte dei paschi di Siena SpA Banca Intermobiliare di Investimenti e gestioni SpA
5.9
34.7
1,680
29-Jul-09
Intesa Vita SpA (50% Financial stake) Services Findomestic Banca SpA (25% stake) Financial Services
n/a
n/a
706
4-Aug-09
Bnp paribas personal Finance
n/a
n/a
500
2-Apr-09
Antonveneta ABn Amro; and prima Sgr IpI SpA
Financial Services real estate
Clessidra Sgr; and Financial risk management Limited mimoSe
n/a
n/a
400
8-Jun-09
7.7
45.04%
363
10-Jul-09 12-Jan-09 8-Jun-09 1-Sep-09 29-may-09
L C L p C
management & Capitali SpA Alitalia SpA (25% stake) management & Capitali SpA permasteelisa SpA UgF Banca SpA (15.47% stake)
Financial Services
Tamburi Investment partners SpA
n/a
n/a
(loss)
2.73% -
338 323 220 219 213
Transportation Air France-kLm SA Financial Services Construction Financial Services mimoSe Investindustrial SpA UgF Assicurazioni SpA CgIL Filt regione Lombardia; Coop estense Societa Cooperativa Scarl; Finsoe SpA; and holmo SpA pAI partners n/a n/a (loss) n/a 0.1 n/a n/a 1.9 n/a (loss) 7.5 429.8
8.15% -3.42% -
25-may-09 16-mar-09
p C
Saeco International group SpA Banca Italease SpA (69.30% stake)
Consumer Financial Services
koninklijke philips electronics nV gruppo Banco popolare Societa Cooperativa
13.98%
200 174
Top DeALS
TOP 10 ITALIAN ANNOUNCED DEALS OF ThE MONTh SEPTEMBER 2009

ITALY
1-Sep-09 17-Sep-09
p p
permasteelisa SpA UBI Assicurazioni SpA (50% stake)
Construction Financial Services
Investindustrial SpA Bnp paribas Assurance; and Fortis Insurance nV bwin Interactive entertainment Ag Industria e Innovazione rBC Dexia Investor Services Unione di Banche Italiane Scpa Alcedo Sgr SpA; and S+r Investimenti e gestioni Sgr SpA Unione di Banche Italiane Scpa
0.1 n/a
1.9 n/a
7.5
-3.42% -
219 120
14-Sep-09 28-Sep-09 28-Sep-09
p p p
gioco Digitale group Leisure SpA realty Vailog SpA (73.35% stake) Unione di Banche Italiane scpa (depositary bank business) Construction Financial Services
8.4 1.3 n/a
76.7 41.3 n/a
8.70% -
115 106 93
17-Sep-09
gTS group SpA (72% Consumer stake)
Alfa-parf Srl
1.7
50
30-Sep-09 30-Sep-09 1-Sep-09 3-Sep-09
C C p p
manutencoop Servizi energy, mining Aimeri Ambiente Srl Ambientali SpA & Utilities Adriatica Turistica SpA omnia Service Center SpA Cogetech SpA (45% stake) Leisure Business Services Leisure piovesana holding SpA Alba rental Srl Accord management; and orlando Italy management SA realty Vailog SpA omnia network SpA
0.4
4.2
48 32 20 16
0.6
2.5
eXpeCTeD DeALS
PIPELINE OF ITALIAN ExPECTED DEALS
ITALY
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. 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. Safilos Ceos 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. 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.
rumoured Safilo group SpA Takeover target
Consumer
Luxottica group SpA, Tpg Capital Lp, The Carlyle group LLC, marcolin SpA, Clessidra Sgr SpA, and Antonio Favrin
Vittorio Tabacchi
226
Takeover targets
Snai SpA
Leisure
maurizio Ughi Bridgepoint Capital Limited, AXA private equity
gianni, origoni, grippo & partners
LeAgUe TABLeS
ITALY
VALUe
VoLUme
1 2 3 4 5 6 7 8 9= 9= 9= 12 13 14 15
mediobanca Banca ImI/Intesa Sanpaolo Jpmorgan morgan Stanley Deutsche Bank Citigroup Credit Suisse Lazard Banco Bilbao Vizcaya Argentaria goldman Sachs Santander global Banking and markets rothschild Bank of America merrill Lynch Bnp paribas kpmg
23,494 21,618 18,934 16,551 14,556 14,519 13,482 12,643 11,107 11,107 11,107 8,118 5,415 4,623 2,722
16 19 8 7 5 3 4 9 1 1 1 11 5 8 12
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
Banca ImI/Intesa Sanpaolo mediobanca kpmg rothschild UniCredit group Lazard Jpmorgan Bnp paribas morgan Stanley Deutsche Bank Bank of America merrill Lynch Deloitte Credit Suisse Citigroup UBS Investment Bank
21,618 23,494 2,722 8,118 2,101 12,643 18,934 4,623 16,551 14,556 5,415 189 13,482 14,519 2,005
19 16 12 11 11 9 8 8 7 5 5 5 4 3 3
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 Italy.
TOP 15 LEgAL ADVISERS
VALUe
VoLUme
1 2 3 4 5 6 7 8 9 10 11 12 13= 13= 13=
Clifford Chance Chiomenti Studio Legale Bonelli erede pappalardo Uria menendez Latham & Watkins Cuatrecasas, goncalves pereira Cleary gottlieb Steen & hamilton Dewey & LeBoeuf gianni, origoni, grippo & partners d'Urso gatti e Associati Studio Legale Freshfields Bruckhaus Deringer Studio pedersoli e Associati machado meyer Sendacz e opice pinheiro guimaraes Advogados Souza, Cescon Avedissian, Barrieu e Flesch Advogados
18,093 12,909 12,402 11,147 11,114 11,107 3,878 3,222 2,496 2,309 1,805 1,758 1,656 1,656 1,656
14 23 16 3 3 3 9 7 17 6 2 8 1 1 1
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
Chiomenti Studio Legale gianni, origoni, grippo & partners Bonelli erede pappalardo Clifford Chance Cleary gottlieb Steen & hamilton Allen & overy Studio pedersoli e Associati Legance Studio Legale Associato Linklaters Dewey & LeBoeuf nCTm Studio Legale Associato d'Urso gatti e Associati Studio Legale Simmons & Simmons grimaldi e Associati Ashurst
12,909 2,496 12,402 18,093 3,878 876 1,758 1,569 1,219 3,222 121 2,309 205 68 457
23 17 16 14 9 9 8 8 8 7 7 6 6 6 4
Source: mergermarket Source: mergermarket
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 Italy.
LeAgUe TABLeS
ACTIVITY TABLE OF PRIVATE EqUITY FIRMS ON ITALIAN BUYOUTS

ITALY
VALUe
VoLUme
1 2 3 4 5 6 7 8 9 10
AXA private equity Clessidra Warburg pincus DeA Capital LBo Italia Sator rp3 prosperity orlando management 21 Investimenti Quadrivio
1,716 400 120 100 82 70 46 45 28 28
2 1 1 1 1 1 1 3 2 1
1 2 3 4 5 6 7 8 9 10
orlando management AXA private equity 21 Investimenti Sviluppo Imprese Centro Italia International Chemical Investors group Clessidra Warburg pincus DeA Capital LBo Italia Sator
45 1,716 28 5 400 120 100 82 70
3 2 2 2 2 1 1 1 1 1
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.
ACTIVITY TABLE OF PRIVATE EqUITY FIRMS ON ITALIAN ExITS
VALUe
VoLUme
1 2 3 4 5
pAI partners Alcedo mittel Investitori Associati master holding group
200 50 46 24 8
1 1 1 1 1
1 2 3 4 5
pAI partners Alcedo mittel Investitori Associati master holding group
200 50 46 24 8
1 1 1 1 1
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.
TrenD grAphS
ITALIAN M&A qUARTERLY TREND
ITALY
VALUe
50,000
VoLUme
150
40,000
120
value (m)
30,000
volume of deals
90
20,000
60
10,000
30
ITALIAN M&A qUARTERLY PRIVATE EqUITY TREND
VALUe
5,000
VoLUme
35
30 4,000 25
value (m)
3,000
volume of deals
20
2,000
15
10 1,000 5
Italian buyouts Italian exits
Italian buyouts Italian exits
TrenD grAphS
ITALIAN M&A ANNUAL TRENDS

ITALY
VALUe
120,000
VoLUme
500
100,000
400
volume of deals
80,000
value (bn)
300
60,000
200
40,000
20,000
100
0 2004 2005 2006 2007 2008 YTD 2009*
0 2004 2005 2006 2007 2008 YTD 2009*
All Italian M&A Italian buyouts Italian exits
All Italian M&A Italian buyouts Italian exits
ITALIAN M&A SECTOR BREAkDOwN YTD 2009
VALUe
0.4% 2.4% 1.5% 1.0% 2.4% 2.6% 3.6%
Industrials & Chemicals Financial Services Consumer
VoLUme
4.5% 5.7% 6.3% 2.3% 2.3%
24.4%
Financial Services Consumer Business Services Energy, Mining & Utilities
30.6%
Business Services Energy, Mining & Utilities TMT Construction Leisure
7.4%
TMT Construction
8.5% 15.9% 9.7% 13.1%
Leisure Pharma, Medical & Biotech Transportation Real Estate
52.06%
Pharma, Medical & Biotech
2.0% 1.0%
Transportation Real Estate
mID-mArkeT DeALS
TOP 10 ITALIAN ANNOUNCED MID MARkET DEALS YTD 30 SEPTEMBER 2009 (10m To 250m)
ITALY
8-Jun-09 1-Sep-09
L p
management & Capitali SpA permasteelisa SpA
Financial Services Construction
mediobanca
Bonelli erede pappalardo
mimoSe Investindustrial Banca ImI/ SpA Intesa Sanpaolo; Credit Suisse UgF Assicurazioni SpA
Studio Segre
220 219
29-may-09
UgF Banca SpA (15.47% stake)
Financial Services
CgIL Filt regione Lombardia; Coop estense Societa Cooperativa Sca rl; Finsoe SpA; and holmo SpA Lazard; UBS gianni, origoni, pAI partners grippo & Investment SAS partners; Bank Linklaters
213
25-may-09
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 Chiomenti Studio Legale
koninklijke philips electronics nV
200
16-mar-09
Banca Italease Financial SpA (69.30% stake) Services
morgan Stanley
gruppo Banco popolare Societa Cooperativa
mediobanca
Studio Legale pavesi gitti Verzoni Bryan Cave; Cleary gottlieb Steen & hamilton Fantuzzi Industries Sarl Unione di Banche Italiane Scpa
174
27-Jul-09
Fantuzzi Industries Sarl (port equipment businesses) UBI Assicurazioni SpA (50% stake)
Advising Seller: Terex Corporation Simmons & Simmons Advising Seller: Advising rothschild Seller: Studio pedersoli e Associati Advising Seller: Studio pedersoli e Associati Advising Seller: Deutsche Bank; Jpmorgan Deutsche Bank Bnp paribas Assurance; and Fortis Insurance nV gDF Suez SA
Alixpartners
155
17-Sep-09
Financial Services
Bnp paribas Allen & overy; Linklaters
120
22-Apr-09
energie Investimenti (40% stake) Castelmac SpA; Frimont SpA; and Scotsman group
pavia e Ansaldo Camfin SpA
120
27-mar-09
Advising Seller: Warburg pincus LLC Chiomenti Studio Legale; Foley & Lardner kunz Schima Wallentin; pavia e Ansaldo Willkie Farr & gallagher LLp
Willkie Farr & gallagher
manitowoc Company Inc
120
14-Sep-09
gioco Digitale group SpA
Leisure
Brandl & Talos; roedl & partner
115
mID-mArkeT DeALS
ITALIAN M&A qUARTERLY MID-MARkET TREND

ITALY
VALUe
5,000
VoLUme
60
4,000
50
value (m)
3,000
volume of deals
40
30
2,000
20
1,000
10
mID-mArkeT LeAgUe TABLeS

TOP 10 MID-MARkET FINANCIAL ADVISERS ITALY (10m To 250m)
TOP 10 MID-MARkET LEgAL ADVISERS ITALY (10m To 250m)

ITALY
1 2 3 4 5 6 7 8= 8= 10
Volume:
mediobanca Lazard Banca ImI/Intesa Sanpaolo Deutsche Bank morgan Stanley rothschild Credit Suisse Bank of America merrill Lynch Barclays Capital kpmg Banca ImI/Intesa Sanpaolo mediobanca rothschild UniCredit group Lazard Deutsche Bank kpmg Deloitte Bnp paribas morgan Stanley
732 549 481 360 267 233 219 206 206 202 481 732 233 74 549 360 202 189 169 267
7 3 8 3 2 5 1 1 1 3 8 7 5 4 3 3 3 3 3 2
1 2 3 4 5 6 7 8 9= 9=
Volume:
Chiomenti Studio Legale Studio pedersoli e Associati Cleary gottlieb Steen & hamilton Linklaters gianni, origoni, grippo & partners pavia e Ansaldo Baker & mckenzie Studio Segre Bracewell & giuliani Fulbright and Jaworski Chiomenti Studio Legale Bonelli erede pappalardo Studio pedersoli e Associati Clifford Chance Cleary gottlieb Steen & hamilton Linklaters gianni, origoni, grippo & partners Baker & mckenzie Simmons & Simmons Dewey & LeBoeuf Legance Studio Legale Associato
628 552 478 467 318 235 221 220 206 206 628 126 552 184 478 467 318 221 205 133 133
10 6 3 3 3 2 3 1 1 1 10 7 6 4 3 3 3 3 3 3 3
1 2 3 4 5 6 7 8 9 10
1 2 3 4 5 6 7 8 9 10= 10=
Source: 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, bidder or seller being Italy 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 Italy
A mErgErmArkEt m&A rEport oN
BENELUX
Jumbo Supermarkten acquiring Super de Boer
BENELUX
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 Boers majority owner Casino, the listed French retailer holding a 57% stake, supported the offer, provided Super de Boers board would vote in its favour. Both Casinos and Super de Boers share price jumped on the day of the announcement. the sale follows Casinos 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 Supermarktens 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 latters assets and liabilities be realised. While Super de Boers 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 Boers share price was underperforming and the group had been realising low margins. the companys 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 Boers 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 Boers 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
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 Boers smaller stores suit the format of Schuitemas C1000 supermarkets, while Jumbo seeks to acquire Super de Boers largest stores. Sperwers proposed public offer for Super de Boers share capital, being more transparent in character, would however benefit the latters minority shareholders more than Jumbos offer for its assets.
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 Holdings 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.
BENELUX

Solvays pharmaceutical divisions 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. Abbotts 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 Solvays vaccines business, and full global rights to the fenofibrate franchise. the acquisition will also add around $500m to Abbotts 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.
DEAL oF tHE moNtH

Target:
Skype technologies SA (65% stake) Silver Lake partners; Index Ventures; Andreessen Horowitz; and Canada pension plan Investment Board eBay Inc
01 September 2009 1,424m Cross border, IBI, private, transatlantic
BENELUX
Bidder: Seller:
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.
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.
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.
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 $551m, a 44% increase compared to 2007. registered Skype users reached 405m by the end of 2008, a 47% increase from 2007
RATionAle:
the transaction is in line with Skypes growth strategy as the company is expected to benefit from the technological and management expertise of the investor group. In addition, eBay will receive cash up-front, while retaining a minority stake in the company. Also, Skype did not have synergies with eBays e-commerce and online payments businesses. As a separate company, it will have the required focus to compete effectively in online voice and video communications sectors. Finally, the transaction delivers value to eBay and its stockholders, without the possible delays and market risk of an Ipo.
DEAL oF tHE moNtH
Sources of funding
BENELUX
equity provider
Amount (m) n/a
Stake n/d
Debt provi der
Terms
Andreessen Horowitz
Barclays Capital part of USD 600m loan. As of 15 September 2009 with a maturity of 5 years, LIBor + 500bps - 550bps, with LIBor floor and 3 point oID. Jpmorgan part of USD 600m loan. As of 15 September 2009 with a maturity of 5 years, LIBor + 500bps - 550bps, with LIBor floor and 3 point oID. part of USD 600m loan. As of 15 September 2009 with a maturity of 5 years, LIBor + 500bps - 550bps, with LIBor floor and 3 point oID.
Index Ventures
n/a
n/d
Silver Lake partners
n/a
n/d
rBC Capital markets Inc
exit multiples - Y/e 31/12/2008 Multiples Revenue eBiTDA eBiT earnings Value ($m)
Premium analysis offer price per share ($) 1 day before 1 month before 1 day after Pre-rumour
5.7x
387.37
goldman Sachs
Financial
rBC Capital markets Jpmorgan Barclays Capital michael Silverleaf Cravath Swaine & moore Simpson thacher & Bartlett Sullivan & Cromwell Bird & Bird omelveny & myers Fenwick & West Edelman
legal
Clifford Chance gibson Dunn & Crutcher (Advising goldman Sachs) Sidley Austin Dewey & LeBoeuf
legal
PR
Brunswick group
PR
mergermarket/dealReporter intelligence
09-Sep-09
Skype candidate for joint venture with big telecoms, source says
top DEALS
ToP 15 Benelux AnnounceD DeAlS FoR YTD 30 SePTeMBeR 2009
BENELUX
Announced Status Target company Sector Bidder company Seller company exit multiples (x) Revenue eBiTDA P/e Bid premia 1-day before Deal value (m)
23-Feb-09 12-Jan-09 28-Sep-09
C C p
Nuon NV Essent NV
Energy, mining Vattenfall AB & Utilities Energy, mining rWE Ag & Utilities Abbott Laboratories Solvay SA
1.8
14.4
20.7
8,500 7,300 4,500
Solvay pharma, pharmaceuticals SA medical & Biotech kBC group NV (Undisclosed economic interest) Skype technologies S.A. (65% stake) Financial Services tmt
1.7
7.3
22-Jan-09
government of the Flemish region eBay Inc Andreessen Horowitz; Canada pension plan Investment Board; Index Ventures; and Silver Lake partners Fleet Investments BV Volkswagen Ag
n/a
n/a
(loss)
2,000
1-Sep-09
5.7
1,424
12-may-09
Leaseplan Corporation NV (50% stake) Sara Lee (global body care and European detergents businesses) Cegedel SA (82.82% stake)
Financial Services Consumer
3.3
18.1
12.8
1,300
25-Sep-09
Unilever plc
Sara Lee Corporation
1.7
10.0
1,275
23-Jan-09
Energy, mining Soteg SA & Utilities
LuxempartEnergie SA; and State of Luxembourg
2.9
29.1
12.2%
848
24-Jun-09 6-may-09
C C
Eriks group NV oranje-Nassau Energie BV AEg power Solutions BV Super de Boer NV
SHV Holdings NV oranje-Nassau groep BV ripplewood Holdings LLC
0.7 1.6
7.4
9.8 9.3
1.1% -
762 609
Energy, mining Dyas Uk Limited; oNH & Utilities BV; and Sumitomo Corporation Industrials & Chemicals Consumer germany1 Acquisition Limited
23-Jul-09 18-Sep-09
p p
1.7 0.3
9.6 11.0
16.9 16.8
20.3%
582 563
Jumbo Supermarkten BV guichard perrachon & Cie SA (Casino group) Dow Benelux BV; and Dow Europe gmbH UCB SA
20-may-09
total raffinaderij Nederland N.V. (45% stake) UCB S.A (product portfolio) total raffinaderij Nederland NV (45% stake)
Energy, mining Valero Energy & Utilities Corporation pharma, medical & Biotech glaxoSmithkline plc
526
23-Jan-09
515
19-Jun-09
Energy, mining Lukoil oAo & Utilities
total SA
235.8
431
top DEALS
ToP 5 Benelux AnnounceD DeAlS oF The MonTh (SePTeMBeR 2009)

BENELUX
Announced Status Target company Sector Bidder company Seller company exit multiples (x) Revenue eBiTDA P/e Bid premia 1-day before Deal value (m)
28-Sep-09
Solvay pharma, pharmaceuticals SA medical & Biotech Skype technologies S.A. (65.00% stake) tmt
Abbott Laboratories
Solvay SA
1.7
7.3
4,500
1-Sep-09
eBay Inc Andreessen Horowitz; Canada pension plan Investment Board; Index Ventures; and Silver Lake partners Unilever plc Sara Lee Corporation
5.7
1,424
25-Sep-09
Sara Lee (global body care and European detergents businesses) Super de Boer NV
Consumer
1.7
10.0
1,275
18-Sep-09
Consumer
Jumbo Supermarkten BV guichard perrachon & Cie SA (Casino group) JHC Nederland B.V.
0.3
11.0
16.8
20.3%
563
28-Sep-09
Crucell NV (18% stake) rutges Cargo BV robein Leven NV Darwind BV
pharma, medical & Biotech transport Financial Services Industrials & Chemicals
6.1
45.2
94.0
27.5%
302
14-Aug-09 11-Aug-09 3-Aug-09
C p C
Wallenborn transports SA Van Lanschot NV Hunan Hara XEmC Windpower Co Ltd
Wim Bosman group Eric reintjens (private Investor) Econcern BV n/a n/a
ToP 5 BelgiuM AnnounceD DeAlS FoR YTD 30 SePTeMBeR 2009

BENELUX
28-Sep-09
Solvay pharma, pharmaceuticals medical & SA Biotech
Advising Seller: Citigroup; Deutsche Bank; morgan Stanley; rothschild
Advising Seller: Freshfields Bruckhaus Deringer
Abbott Laboratories
Barclays Capital
Baker & Solvay SA mckenzie; Cleary gottlieb Steen & Hamilton; gibson Dunn & Crutcher (Advising Barclays Capital) Herbert Smith/ gleiss Lutz/ Stibbe Allen & gledhill; Freshfields Bruckhaus Deringer; LCS & partners; NautaDutilh; Slaughter and may gorrissen Federspiel; Linklaters UCB SA
4,500
22-Jan-09
kBC group NV (Undisclosed economic interest) UCB S.A (product portfolio)
Financial Services
Eubelius; Linklaters
government of the Flemish region glaxoSmithkline plc
petercam
2,000
23-Jan-09
goldman Sachs
515
2-Feb-09
De post - La poste (24.90% stake) Alpro NV
transport
Advising seller: rothschild Advising Seller: Bank Degroof; INg; kBC Securities; royal Bank of Scotland group
Advising seller: plesner Advising Seller: Herbert Smith/ gleiss Lutz/ Stibbe
CVC Capital partners Limited Dean Foods Company rabobank; rothschild
post Danmark A/S
373
15-Jun-09
Consumer
Eubelius; Vandemoortele Skadden Arps NV Slate meagher & Flom
325
ToP 5 neTheRlAnDS AnnounceD DeAlS FoR YTD 30 SePTeMBeR 2009

BENELUX
23-Feb-09
Nuon NV
Deloitte; goldman Sachs; INg; kpmg; Sequoia
Allen & overy; Covington & Burling; Herbert Smith/gleiss Lutz/Stibbe; NautaDutilh; Sullivan & Cromwell (Advising goldman Sachs) De Brauw Blackstone Westbroek; Freshfields Bruckhaus Deringer; Simmons & Simmons
Vattenfall AB
Bank of Linklaters America merrill Lynch; NIBC Bank; rothschild; royal Bank of Scotland group Jpmorgan Cravath Swaine & moore; Hengeler mueller; Linklaters; Norton rose
8,500
12-Jan-09
Essent NV
Citigroup; Deloitte; Deutsche Bank; Lazard
rWE Ag
7,300
12-may-09
Leaseplan Financial Corporation NV Services (50% stake) Sara Lee (global body care and European detergents businesses) Consumer
Advising Seller: Citigroup
Advising Seller: Houthoff Buruma; Loyens & Loeff Advising Seller: Freshfields Bruckhaus Deringer
Fleet Investments BV
metzler Corporate Finance Jpmorgan
CmS
Volkswagen Ag
1,300
25-Sep-09
Advising Seller: goldman Sachs
Unilever plc
Bonelli Erede pappalardo; Slaughter and may
Sara Lee Corporation
1,275
24-Jun-09
Eriks group NV Industrials & Chemicals
meespierson
De Brauw Blackstone Westbroek
SHV Holdings NV INg
Allen & overy
762
EXpECtED DEALS
PiPeline oF Benelux exPecTeD DeAlS
BENELUX
Situation Target company Sector Potential bidder company Seller company Financial adviser to bidder (B); target (T); seller (S) Market cap/ est. value (m) comments
Expected Deal
Hansen transmissions International NV
gamesa Corporacion tecnologica SA; United technologies Corporation; or Vestas Wind Systems A/S prysmian Cables & Systems Jpmorgan (t); Banca ImI/Intesa Sanpaolo (B)
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 Suzlons entire 61% stake in Hansen would likely be valued in excess of USD 1bn. prysmian and Draka are aiming to announce the terms of their planned merger within the next three weeks.
Expected Deal
Draka Holding NV
tmt
548
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.
LEAgUE tABLES
ToP 15 FinAnciAl ADViSeRS
BENELUX
VALUE
VoLUmE
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
goldman Sachs rothschild Citigroup Deutsche Bank INg Jpmorgan Lazard royal Bank of Scotland group NIBC Bank Bank of America merrill Lynch Sequoia morgan Stanley Barclays Capital kpmg Deloitte
15,486 15,131 14,908 14,391 13,186 11,740 10,832 9,099 9,063 8,762 8,570 7,057 6,226 5,608 3,361
19 13 6 7 26 12 13 12 3 3 2 10 3 28 20
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
kpmg INg Deloitte goldman Sachs pricewaterhouseCoopers rothschild Lazard Jpmorgan royal Bank of Scotland group morgan Stanley BNp paribas Credit Suisse Deutsche Bank m&A International Citigroup
5,608 13,186 3,361 15,486 85 15,131 10,832 11,740 9,099 7,057 2,000 1,471 14,391 0 14,908
28 26 20 19 17 13 13 12 12 10 8 8 7 7 6
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 Benelux.
ToP 15 legAl ADViSeRS
VALUE
VoLUmE
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
Linklaters Freshfields Bruckhaus Deringer Allen & overy Sullivan & Cromwell NautaDutilh Cravath Swaine & moore Covington & Burling Hengeler mueller Norton rose Simmons & Simmons Herbert Smith/gleiss Lutz/Stibbe gibson Dunn & Crutcher De Brauw Blackstone Westbroek Cleary gottlieb Steen & Hamilton Baker & mckenzie
21,677 16,043 12,541 11,676 11,675 8,845 8,500 8,266 7,410 7,300 6,907 5,973 5,297 5,168 4,710
27 21 36 5 18 4 1 8 7 7 18 3 19 6 9
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
Allen & overy Linklaters Loyens & Loeff Freshfields Bruckhaus Deringer De Brauw Blackstone Westbroek NautaDutilh Herbert Smith/gleiss Lutz/Stibbe Houthoff Buruma CmS DLA piper Baker & mckenzie Clifford Chance Hengeler mueller Eubelius Norton rose
12,541 21,677 2,490 16,043 5,297 11,675 6,907 2,594 2,299 1,271 4,710 1,825 8,266 1,533 7,410
36 27 24 21 19 18 18 18 14 10 9 9 8 8 7
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 Benelux.
LEAgUE tABLES
AcTiViTY TABle oF PRiVATe equiTY FiRMS on Benelux BuYouTS

BENELUX
VALUE
VoLUmE
1= 1= 1= 4 5 6 7 8 9 10 15
Andreessen Horowitz Index Ventures Silver Lake partners CVC Capital partners Cyrte Investments Waterland private Equity Investments BS private Equity Afinum management gimv Limburgse reconversie maatschappij Updata partners
1,424 1,424 1,424 373 200 86 54 25 24 17 9
1 1 1 1 1 2 1 1 3 2 1
1 2 3 4 5 6 7= 7= 7= 10
gimv Fortis private Equity Npm Capital Waterland private Equity Investments Limburgse reconversie maatschappij H2 Equity partners Andreessen Horowitz Index Ventures Silver Lake partners CVC Capital partners
24 14 0 86 17 12 1,424 1,424 1,424 373
3 3 3 2 2 2 1 1 1 1
Source: mergermarket 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.
AcTiViTY TABle oF PRiVATe equiTY FiRMS on Benelux exiTS
VALUE
VoLUmE
1 2 3 4 5
ripplewood Holdings Holtzbrinck Networxs Luxempart tpg Capital gimv
582 200 187 160 156
1 1 1 1 1
1 2 3 4 5
Npm Capital ripplewood Holdings Holtzbrinck Networxs Luxempart tpg Capital
0 582 200 187 160
2 1 1 1 1
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.
trEND grApHS
Benelux M&A quARTeRlY TRenD
BENELUX
VALUE
120,000
VoLUmE
180
100,000
150
60,000
volume of deals
80,000
120
value (m)
90
40,000
60
20,000
30
Benelux M&A quARTeRlY PRiVATe equiTY TRenD
VALUE
18,000 16,000 14,000 12,000
VoLUmE
40 35
30
volume of deals
25
value m
10,000 8,000 6,000 4,000 2,000 0 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q Q1 Q2 Q3 Q4 Q1 Q2 Q3 04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09
20
15
10
Benelux buyouts Benelux exits
Benelux buyouts Benelux exits
trEND grApHS
Benelux M&A AnnuAl TRenDS

BENELUX
VALUE
200
VoLUmE
600
500 150
volume of deals
400
value (bn)
100
300
200 50 100
0 2004 2005 2006 2007 2008 YTD 2009*
0 2004 2005 2006 2007 2008 YTD 2009*
All Benelux M&A Benelux buyouts Benelux exits
All Benelux M&A Benelux buyouts Benelux exits
Benelux M&A SecToR BReAkDown YTD 2009
VALUE
0.1% 0.1% 1.5% 15.2% 0.4% 3.2% 7.1% 2.5% 5.6%
VoLUmE
2% 3.2%
Industrials & Chemicals Consumer Business Services TMT
1.2%
4.8% 22.2% 6%
Industrials & Chemicals Consumer Business Services
10.6%
7.3%
TMT Financial Services Energy, Mining & Utilities
Financial Services Energy, Mining & Utilities Pharma, Medical & Biotech Transportation Construction Leisure
7.3% 14.5%
Pharma, Medical & Biotech Transportation Construction
8.9% 10.5% 12.1%
Leisure Real Estate Agriculture
53.7%
Real Estate
mID-mArkEt DEALS
ToP 10 Benelux AnnounceD MiD MARkeT DeAlS FoR YTD 30 SePTeMBeR 2009 (10m to 250m)
BENELUX
24-Apr-09
Bol.Com BV
tmt
Advising Seller: goetzpartners
Allen & overy;

Advising Seller:
CmS
Cyrte Investments BV
goldman Sachs; kpmg
Holtzbrinck Hengeler mueller; Loyens Networks gmbH; and & Loeff Verlagsgruppe Weltbild gmbH
200
23-Jan-09
Cegedel SA (17.18% stake)
Energy, mining Bank Degroof; & Utilities Credit Suisse
Allen & overy; Linklaters
Soteg SA
morgan Stanley; Sal. oppenheim jr. & Cie. Linklaters Luxempart SA
189
23-Jan-09
LuxempartEnergie SA (51% stake) Vredestein Banden BV
Energy, mining Advising Seller: & Utilities Bank Degroof Industrials & Chemicals
Advising Seller:
rWE Energy Ag Houthoff Buruma; Advising Seller: Danils Huisman Advocaten Notaris; Desai & Diwanji; Freshfields Bruckhaus Deringer; NautaDutilh
Advising Seller:
187
29-Apr-09
rothschild
Apollo tyres Ltd
Nomura Holdings
CmS
Amtel Vredestein N.V
175
29-may-09
gemalto NV (8% stake) metris NV
tmt
FSI
Cleary gottlieb Steen & Hamilton Industrials & Chemicals INg; Jefferies & Company Clifford Chance;
Advising Seller:
Freshfields Bruckhaus Deringer BNp paribas; mitsubishi UFJ Securities Co Internal morrison & Foerster
tpg Capital Lp
160
3-Jun-09
Nikon Corporation
gimv NV
156
Baker & mckenzie
23-may-09
pCm Uitgevers NV (57% stake)
tmt
INg; Advising Seller: Nielen Schuman
Herbert Smith/ gleiss Lutz/ Stibbe; Advising Seller: Houthoff Buruma Linklaters
De persgroep NV
Allen & overy
Stichting Democratie en media
130
28-Jul-09
Euroports Sarl (34% stake)
transport
Bank Degroof
Antin Infrastructure partners SAS; and Arcus European Infrastructure Fund I Anadolu Efes Biracilik ve malt Sanayii AS kerry group plc rothschild Dewey & LeBoeuf; Houthoff Buruma Blake Lapthorn ; Loyens & Loeff
120
17-Jul-09
Efes Breweries International NV (29.78% stake)
Consumer
Jpmorgan Cazenove
Norton rose
99
24-Feb-09
Dera Holding NV; Industrials & g Adams pastry; Chemicals and prima SA
gide Loyrette Nouel
98
mID-mArkEt DEALS
Benelux M&A quARTeRlY MiD-MARkeT TRenD

BENELUX
VALUE
4,000 3,500
VoLUmE
50
40 3,000
value (m)
2,500
volume of deals
30
2,000
1,500
20
1,000 10 500
mID-mArkEt LEAgUE tABLES

ToP 10 MiD-MARkeT FinAnciAl ADViSeRS Benelux (10m to 250m)
ToP 10 MiD-MARkeT legAl ADViSeRS Benelux (10m to 250m)

BENELUX
1 2 3 4 5 6 7 8 9 10
Volume:
goldman Sachs Lazard Credit Suisse INg rothschild Bank Degroof Jpmorgan morgan Stanley kpmg Deloitte INg goldman Sachs Lazard Credit Suisse Deloitte Jpmorgan kpmg royal Bank of Scotland group rothschild morgan Stanley
936 915 618 606 520 496 464 457 433 348 606 936 915 618 348 464 433 260 520 457
7 6 6 8 4 3 5 4 5 6 8 7 6 6 6 5 5 5 4 4
1 2 3 4 5 6 7 8 9 10
Volume:
Linklaters Freshfields Bruckhaus Deringer Allen & overy CmS Houthoff Buruma Clifford Chance Cleary gottlieb Steen & Hamilton Loyens & Loeff De Brauw Blackstone Westbroek mcCann Fitzgerald Allen & overy Linklaters Freshfields Bruckhaus Deringer De Brauw Blackstone Westbroek Eubelius CmS Houthoff Buruma Loyens & Loeff Dewey & LeBoeuf NautaDutilh
1,282 1,151 1,137 411 404 401 360 352 302 301 1,137 1,282 1,151 302 208 411 404 352 279 275
11 10 13 3 3 2 2 3 4 2 13 11 10 4 4 3 3 3 3 3
1 2 3 4 5 6 7 8 9 10
1 2 3 4 5 6 7 8 9 10
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 Benelux.
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 Benelux.
A mERgERmARkEt m&A REpoRt on
IBERIA
The end of the road for Portugal Telecoms 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 telecoms Spanish rival telefonica from making a similar move. While on the vendors 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 telecoms shareholders, would vote against any form of investment in media Capital, setting themselves firmly against the proposed acquisition. However, Lisbons resistance doesnt 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 prisas divestiture programme back on track.
IBERIA
Monthly M&A Report
167
DEAL of tHE montH
Target:
grupo media Capital SgpS (65% stake) ongoing Strategy Investments
28 September 2009 376m Domestic, public
IBERIA
Bidder: Seller:
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 Strategys 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 medias 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 medias 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 Strategys offer price per share of 4.14 in the stake acquisition.
Exit multiples Y/E [31/12/08] Multiples Revenue EBITDA EBIT Earnings Value (m)
4.26 6.5% 12.11% -6.37% -
1.7x 9.5x 13x 0.2x
287.37 52.7 38.53 20.42
Advisers Target/Seller Financial Legal PR Bidder Financial Legal Financial
Banco Espirito Santo de Investimento Rui pena, Arnaut & Associados -
30-Sep-09
prisa rules out tendering into media Capital mandatory bid
Monthly M&A Report
168
top DEALS
TOP 15 IBERIAN ANNOuNCED DEALS YTD SEPTEMBER 2009
IBERIA
20-feb-09
Endesa SA (25.01% stake) grupo ferrovial SA
Energy, mining & Utilities Construction
Enel SpA
Acciona SA
2.7
8.5
18.6
76.0%
11,107
31-Jul-09
Cintra Concesiones de Infrastructuras de transporte, SA Acciona SA Endesa SA
0.4
2.1
(loss)
-21.5%
5,796
20-feb-09
Endesa SA (renewable energy generation assets) Compania Espanola de petroleos SA (32.50% stake) metrovacesa S.A. (65.43% stake)
Energy, mining & Utilities Energy, mining & Utilities Real Estate
2,890
31-mar-09
International petroleum Investment Company 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 france telecom SA
Banco Santander, SA
0.5
14.3
32.1
4.8%
2,870
30-Jan-09
7.1
(loss)
(loss)
52%
2,601
29-Apr-09
france telecom Espana SA (18.20% stake)
tmt
Banco Santander, SA; Caja de Ahorros del mediterraneo; Credit Suisse group Ag; Deutsche Bank Ag; and Unicaja Cintra Concesiones de Infrastructuras de transporte, SA 2.7 9.6
1,374
26-Jun-09
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 International petroleum Investment Company Bankinter, SA
451
31-mar-09
Compania Espanola de petroleos SA (5% stake) Linea Directa Aseguradora SA (50% stake)
Energy, mining & Utilities financial Services
Union fenosa SA
0.5
14.3
32.1
4.8%
442
30-Apr-09
Royal Bank of Scotland group plc
n/a
n/a
11.9
426
28-Sep-09 20-Jul-09
p p
grupo media Capital tmt SgpS (65% stake) gas natural SDg SA (Electricity Supply Business to Domestic Clients); and gas natural SDg SA (gas Distribution Assets) Union fenosa SA (4.78% stake) three solar photovoltaic plants in Spain (85% stake) Energy, mining & Utilities
ongoing Strategy Investments naturgas Energia groupo SA gas natural SDg SA
1.7
9.5
0.2
6.5% -
376 330
23-Apr-09
Energy, mining & Utilities Energy, mining & Utilities
gas natural SDg SA
1.9
5.9
5.3
-45.9%
320
18-mar-09
HgCapital Renewable power partners fund
360 Corporate; and AIg financial products Corporation Union fenosa SA Iberdrola SA 1.1 10.6 13
255
2-Jul-09 1-Jul-09
C p
Indra Sistemas SA (10% stake) Bahia de Bizkaia gas (25% stake); and Saggas (30% stake)
tmt Energy, mining & Utilities
Corporacion financiera Alba SA RREEf Infrastructure
-4.2% -
246 200
Monthly M&A Report
169
top DEALS
TOP 5 IBERIAN ANNOuNCED DEALS OF ThE MONTh (SEPTEMBER 2009)

IBERIA
28-Sep-09 28-Sep-09
p p
grupo media Capital tmt SgpS (65% stake) grupo media Capital tmt SgpS (35% stake) portAventura (50% stake) Citibank portugal (portuguese credit card business) Biocarburantes Castilla y Leon SA (50% stake) Leisure financial Services
ongoing Strategy Investments ongoing Strategy Investments Investindustrial SpA Barclays portugal promotora de Informaciones SA Criteria CaixaCorp SA Citibank portugal grupo Ebro puleva SA
1.7 1.7
9.5 9.3
0.2 0.2
6.5% 3.5%
376 122
10-Sep-09 29-Sep-09
p p
n/a n/a -
95 68
24-Sep-09
Energy, mining Abengoa SA & Utilities
49
Monthly M&A Report
170
ExpECtED DEALS
PIPELINE OF IBERIAN ExPECTED DEALS
IBERIA
grupo mahou-San Consumer miguel
San miguel Corporation
3,460
San miguel Corporation could make a bid for San miguel in Spain owned by mahouSan 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: BA Vidro chairman hopeful of becoming largest shareholder with stake below 30%; debt-to-equity swap also on table
La Seda de Barcelona, SA
BA Vidro S.A.
Close Brothers group (t)
600
Monthly M&A Report
171
LEAgUE tABLES
IBERIA
VALUE
VoLUmE
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
Banco Bilbao Vizcaya Argentaria Santander global Banking and markets Lazard Jpmorgan Deutsche Bank Credit Suisse Citigroup goldman Sachs mediobanca morgan Stanley Banca ImI/Intesa Sanpaolo Bank of America merrill Lynch Rothschild Commerzbank Banco Espirito Santo de Investimento
20,063 17,831 17,614 14,929 14,841 14,814 14,658 14,454 13,997 12,034 11,107 9,020 4,329 2,913 1,722
6 10 9 6 7 7 6 5 2 4 1 5 7 2 13
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
Banco Espirito Santo de Investimento pricewaterhouseCoopers Santander global Banking and markets Lazard Deloitte Deutsche Bank Credit Suisse Rothschild Banco Bilbao Vizcaya Argentaria Jpmorgan Citigroup goldman Sachs Bank of America merrill Lynch UBS Investment Bank Close Brothers group
1,722 213 17,831 17,614 278 14,841 14,814 4,329 20,063 14,929 14,658 14,454 9,020 1,039 35
13 11 10 9 8 7 7 7 6 6 6 5 5 5 5
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 Iberia
TOP 15 LEgAL ADVISERS
VALUE
VoLUmE
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
Uria menendez Cuatrecasas, goncalves pereira Clifford Chance Latham & Watkins freshfields Bruckhaus Deringer Bonelli Erede pappalardo Chiomenti Studio Legale Linklaters Araoz & Rueda Davis polk & Wardwell gomez-Acebo & pombo Abogados CmS Vialegis Jones Day gide Loyrette nouel
26,062 21,586 14,965 14,285 14,095 13,768 11,107 6,899 5,837 5,796 3,610 2,936 2,601 1,423 800
20 26 7 7 15 2 1 10 4 1 11 3 1 3 1
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
Cuatrecasas, goncalves pereira Uria menendez freshfields Bruckhaus Deringer garrigues gomez-Acebo & pombo Abogados Linklaters Deloitte & touche Legal kpmg Abogados Clifford Chance Latham & Watkins Allen & overy Raposo Bernardo & Associados pricewaterhouseCoopers legal Araoz & Rueda CmS
21,586 26,062 14,095 744 3,610 6,899 404 375 14,965 14,285 232 222 190 5,837 2,936
26 20 15 14 11 10 10 9 7 7 6 5 5 4 3
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 and are based on the geography of either the target, bidder or seller being Iberia
Monthly M&A Report
172
LEAgUE tABLES
ACTIVITY TABLE OF PRIVATE EquITY FIRMS ON IBERIAN BuYOuTS

IBERIA
VALUE
VoLUmE
1 2 3 4 5 6= 6= 6= 9 10
Ahorro Corporacion Desarrollo Espirito Santo Capital HgCapital Corporacion financiera Alba talde group mercapital partners group Holding proA Capital de Inversiones Investindustrial tandem Capital
479 451 290 246 100 100 100 100 95 21
2 1 2 1 3 1 1 1 1 1
1 2 3 4 5 6= 6= 6= 9 10
talde group Ahorro Corporacion Desarrollo HgCapital Espirito Santo Capital Corporacion financiera Alba mercapital partners group Holding proA Capital de Inversiones Investindustrial tandem Capital
100 479 290 451 246 100 100 100 95 21
3 2 2 1 1 1 1 1 1 1
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 Iberia the tables by value and volume have been run from 1 January 2009 to 30 September 2009 and exclude lapsed and withdrawn deals
ACTIVITY TABLE OF PRIVATE EquITY FIRMS ON IBERIAN ExITS
VALUE
VoLUmE
1 2 3 4 5 6= 6= 6= 6= 6=
n+1 Dinamia Capital privado Corporacion Sant Bernat pontia Capital Inflexion private Equity partners 3i group Argos Soditic Bonsai Venture Capital Cinven nagas partners
28 28 21 14 6 -
2 1 1 1 1 1 1 1 1 1
1 2 3 4 5 6= 6= 6= 6= 6=
n+1 Dinamia Capital privado Corporacion Sant Bernat pontia Capital Inflexion private Equity partners 3i group Argos Soditic Bonsai Venture Capital Cinven nagas partners
28 28 21 14 6 -
2 1 1 1 1 1 1 1 1 1
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 Iberia the tables by value and volume have been run from 1 January 2009 to 31 September 2009 and exclude lapsed and withdrawn deals
Monthly M&A Report
173
tREnD gRApHS
IBERIAN M&A quARTERLY TREND
IBERIA
VALUE
80,000 70,000
VoLUmE
150
120 60,000
value (m)
50,000
volume of deals
90
40,000
30,000
60
20,000 30 10,000
IBERIAN M&A quARTERLY PRIVATE EquITY TREND
VALUE
6,000
VoLUmE
25
5,000
20
volume of deals
4,000
value (m)
15
3,000
10
2,000
1,000
Iberian buyouts Iberian exits
Iberian buyouts Iberian exits
Monthly M&A Report
174
tREnD gRApHS
IBERIAN M&A ANNuAL TRENDS

IBERIA
VALUE
150
VoLUmE
500
120
400
volume of deals
value (bn)
90
300
60
200
30
100
0 2004 2005 2006 2007 2008 YTD 2009*
0 2004 2005 2006 2007 2008 YTD 2009*
All Iberian M&A Iberian buyouts Iberian exits
All Iberian M&A Iberian buyouts Iberian exits
IBERIAN M&A SECTOR BREAkDOwN YTD 2009
VALUE
0.1% 0.4% 0.6% 3.0% 6.9% 9.0% 1.3% 0.6%
Consumer Industrials & Chemicals Energy, Mining & Utilities Business Services Construction TMT
VoLUmE
3.1% 4.1% 4.6% 6.6% 1.5% 17.3%
Consumer Industrials & Chemicals Energy, Mining & Utilities Business Services
7.1% 15.3%
Construction TMT Financial Services
19.9%
57.9%
Financial Services Leisure Pharma, Medical & Biotech Real Estate
8.2%
Leisure Pharma, Medical & Biotech
8.7% 9.7%
13.8%
Real Estate Transportation Agriculture
0.3%
Transportation
Monthly M&A Report
175
mID-mARkEt DEALS
IBERIAN MID-MARkET BuYOuT ACTIVITY YTD SEPTEMBER 2009 (10m to 250m)
Announced Status Target company Sector Target/seller Target/seller financial adviser legal adviser Bidder company Bidder financial adviser Bidder legal adviser Seller company Deal value (m)
IBERIA
2-Jul-09
Indra Sistemas SA (10% stake)
tmt
Advising seller: UBS Investment Bank

HSBC Bank plc; Advising seller: Bank of America merrill Lynch
Advising seller: freshfields Bruckhaus Deringer

Advising seller: Uria menendez
Corporacion financiera Alba SA
Union fenosa SA
246
9-Jul-09
palacios Consumer Alimentacion SA
partners group Holding; proA Capital de Inversiones SgECR SA; and talde group mercapital SL Deloitte; pricewaterhouseCoopers
Cuatrecasas, goncalves pereira; Latham & Watkins
palacios family
100
1-Jun-09
grupo Iberica de Diagnostico y Cirugia (75% stake) portAventura (50% stake) 5.25mWp solar photovoltaic plant
pharma, medical & Biotech Leisure Energy, mining & Utilities Advising seller: AZ Capital
group 3A Recoletas SL
100
10-Sep-09 13-may-09
p C
Investindustrial Lazard SpA
Criteria CaixaCorp SA
95 35
HgCapital Advising seller: Cuatrecasas, goncalves pereira
360 Corporate Deloitte & touche Invercartera Legal; Uria menendez Energa S.L.; and montebalito, SA
Clifford Chance (Advising Caixa Banco de Investimento; Caja de Ahorros del mediterraneo); garrigues; kpmg Abogados
5-feb-09
Aseguramiento tecnico de Calidad SA
Advising seller: Deloitte; pricewaterhouseCoopers
Advising seller: Linklaters; Ramon & Cajal; Uria menendez
Ahorro Corporacion Desarrollo SgECR SA
Dinamia Capital privado SCR SA; n+1
28
7-Aug-09
ovelar merchandising SL (majority stake) fASE Estudos e projectos SA BuyVip (60% stake)
tandem Capital
Deloitte
Corporacion Sant Bernat SCR SA
21
25-Jun-09 3-Apr-09
C C
Construction tmt gomezAcebo & pombo Abogados
gED Iberian private Equity 3i group plc; Bertelsmann Digital media Investments; kennet Venture partners Ltd; and molins Capital Inversion SCR SA Araoz & Rueda; Cuatrecasas, goncalves pereira; pricewaterhouseCoopers legal; SALAnS
17 15
Monthly M&A Report
176
mID-mARkEt DEALS
IBERIAN M&A quARTERLY MID-MARkET TREND

IBERIA
VALUE
3,500
VoLUmE
60
3,000
50
2,500
2,000
volume of deals
40
value (m)
30
1,500
20 1,000 10
500
Monthly M&A Report
177
mID-mARkEt LEAgUE tABLES

TOP 15 MID-MARkET FINANCIAL ADVISERS IBERIAN (10m to 250m)
TOP 15 MID-MARkET LEgAL ADVISERS IBERIAN (10m to 250m)

IBERIA
1 2 3 4 5 6 7 8 9= 9= 9=
Volume:
Lazard CALYon UBS Investment Bank Deutsche Bank Citigroup Jpmorgan Deloitte Credit Suisse Eurohypo goldman Sachs Royal Bank of Scotland group Deloitte Lazard pricewaterhouseCoopers CALYon Citigroup Rothschild Banco Espirito Santo de Investimento UBS Investment Bank Deutsche Bank Jpmorgan
616 403 389 340 331 282 272 261 260 260 260 272 616 213 403 331 217 155 389 340 282
5 3 2 2 3 2 6 2 2 2 2 6 5 4 3 3 3 3 2 2 2
1 2 3 4 5 6 7 8= 8= 10
Volume:
freshfields Bruckhaus Deringer Linklaters Cuatrecasas, goncalves pereira Uria menendez kpmg Abogados gomez-Acebo & pombo Abogados Clifford Chance mattos filho, Veiga filho, marrey Jr. e Quiroga Advogados tozzini freire teixeira E Silva Advogados Raposo Bernardo & Associados Cuatrecasas, goncalves pereira freshfields Bruckhaus Deringer Linklaters Uria menendez Deloitte & touche Legal kpmg Abogados garrigues gomez-Acebo & pombo Abogados Clifford Chance Raposo Bernardo & Associados
1,037 677 582 399 368 283 269 224 224 213 582 1,037 677 399 143 368 165 283 269 213
7 7 10 7 5 4 3 1 1 3 10 7 7 7 6 5 5 4 3 3
1 2 3 4 5 6 7 8 9 10
1 2 3 4 5 6 7 8 9 10
Source: 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 Iberia
Source: mergermarket 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 and are based on the geography of either the target, bidder or seller being Iberia
Monthly M&A Report
178
A meRgeRmARket m&A RepORt ON
NORDIC
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 sponsors 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 groups 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 Courts decision to postpone hearings on the sale of telenors 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 telenors stake in Vimpelcom has been seized by the bailiffs following telenors refusal to pay 1.2bn in damages awarded to VimpelCom for telenor delaying the latters 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. Norfolklines 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 Converto Capital management; HitecVision AS; and Camar AS -
28 September 2009 74m Domesic, IBI, public, take private
NORDIC
Bidder: Seller:
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.
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.
TERMS:
Bokn Invest AS will acquire 43,920,894 of Bjoerge at an offer price of NOk 11 (1.28) per share.
CONDITIONS:
minimum acceptances of 90% Regulatory approval Customary approvals Oslo stock exchange
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 Bjoerges share held and shares of Bokn Invest worth of NOk 8.72 (1.02) for each Bjoerges 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.
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 Bjoerges 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.
DeAL OF tHe mONtH
Exit multiples Y/E [31/12/08]
Premium analysis Multiples Value (m) Offer price per share () 1 day before 1 month before 1 day after Pre-rumour
NORDIC
1.29 46.03% (trading suspended) 4.26% -
0.4x 5.6x 11.4x 15.7x
174.89 13.26 6.52 3.3
Advisers Target/Seller Financial Legal PR Bidder
pareto -
Financial Legal PR
First Securities Arctic Securities -
tOp DeALS
TOP 15 NORDIC ANNOUNCED DEALS FOR YTD 30 SEPTEMBER 2009
NORDIC
26-Jun-09 5-Jan-09 19-Jan-09
C C C
Din Bostad Sverige AB Scania AB (7.93% stake) terveystalo Healthcare Oyj Roxar ASA eB kraftproduksjon AS (30% stake) A2SeA A/S
Real estate Industrials & Chemicals pharma, medical & Biotech
Fastighets AB Balder porsche Automobil Holding Se Bridgepoint Capital Limited
8.5 0.7 1.5
17.7 4.9 10.9
(loss) 6.1 (loss)
51.9% -18.4% 203%
445 406 312
2-mar-09 26-Jun-09 25-Jun-09
C C C
energy, mining emerson electric & Utilities Company energy, mining energiselskapet & Utilities Buskerud AS Industrials & Chemicals DONg energy A/S e-CO Vannkraft AS Clipper group Ltd; Dansk kapitalanlaeg Aktieselskab; and LD Invest equity metsaliitto Oy
1.4 9.2
8.6 13.1 11.8
(loss) 16.2 58.8
45.9% -
192 176 167
5-may-09 15-Apr-09 2-Jun-09 11-Feb-09
C C C C
Vapo Oy (49.9% stake) Renewagy A/S pulse medtech D. Carnegie & Co AB ericsson AB (temS business unit) Fionia Bank A/S Aker exploration ASA
energy, mining etela-pohjanmaan & Utilities Voima Oy energy, mining Colexon energy Ag & Utilities Industrials & Chemicals Financial Services tmt Financial Services Altor equity partners Altor equity partners; and Bure equity AB Ascom Holding Ag Nordea AB
1.0 21.0
10.4 48.5
137.2 (loss)
-7.8% -
165 160 140 134
technitrol Inc Swedish National Debt Office ericsson AB Finansiel Stabilitet A/S Aker ASA; and DNO International ASA estate of Jan Hugo Stenbeck; Hugo Stenbecks Stiftelse; and Sapere Aude trust Reg. Sixth Swedish National pension Fund
1.7 n/a n/a
23-mar-09 31-Aug-09 25-Aug-09
C p p
1.1 n/a (loss) n/a (loss) 17.5
124 121 118
energy, mining Det Norske Oljeselskap & Utilities ASA
23-Apr-09
emesco AB
tmt
Investment AB kinnevik
118
26-Jun-09
Solibro AB
energy
Q-Cells Se
115
tOp DeALS
TOP 3 NORDIC ANNOUNCED DEALS OF ThE MONTh (SEPTEMBER 2009)

NORDIC
2-Sep-09 28-Sep-09
p p
StepStone ASA (67.03% stake) Bjorge ASA
Business Services
Axel Springer Ag
1.0 0.4
7.9 5.6
49.9 15.7
20.6% 0.5
77 74
energy, mining Converto Capital & Utilities management; HitecVision AS; and Camar AS tmt thomson Reuters Corporation NYSe euronext
21-Sep-09
Hugin group BV
40
expeCteD DeALS
PIPELINE OF NORDIC ExPECTED DEALS
NORDIC
expected deal
malka Oil AB
energy, mining & Utilies Construction
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 Russias tomsk region. Nordic Capitals planned acquisition of Danish concrete company H+H International is being postponed by H+Hs 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+Hs board and creditor Danske Bank. 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, Askos 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.
expected deal
H+H International A/S
Nordic Capital; and xella Baustoffe gmbH
SeB enskilda (t)
kresten Bergsoe Andersen; and enkefru plums Stottefond
68
expected deal
Asko Appliences AB
Consumer
gOReNJe d.d.
kpmg (t)
Antonio merloni SpA
10
LeAgUe tABLeS
NORDIC
VALUe
VOLUme
1 2 3 4 5= 5= 5= 8 9 10 11 12 13 14 15
goldman Sachs Rothschild Bank of America merrill Lynch Royal Bank of Scotland group INg NIBC Bank Sequoia kpmg SeB enskilda Lazard morgan Stanley Deutsche Bank Credit Suisse Jpmorgan Deloitte
9,369 9,191 9,168 8,593 8,500 8,500 8,500 4,052 1,940 1,906 1,729 1,098 1,038 930 913
4 10 4 3 1 1 1 9 12 7 8 3 4 11 5
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
SeB enskilda pricewaterhouseCoopers Jpmorgan Rothschild Arctic Securities kpmg ABg Sundal Collier morgan Stanley UBS Investment Bank Lazard Swedbank markets ernst & Young global m&A Deloitte Nordea Corporate Finance
1,940 380 930 9,191 808 4,052 203 1,729 730 1,906 539 64 96 913 711
12 12 11 10 10 9 9 8 8 7 7 7 6 5 5
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 Nordic
TOP 15 LEGAL ADVISERS
VALUe
VOLUme
1 2 3 4= 4= 6 7 8 9 10 11 12= 12= 12= 15= 15=
Linklaters Sullivan & Cromwell Allen & Overy Covington & Burling NautaDutilh Herbert Smith/gleiss Lutz/Stibbe White & Case Wiersholm Simpson thacher & Bartlett Roschier thommessen Akin gump Strauss Hauer & Feld Cleary gottlieb Steen & Hamilton Ogilvy Renault Blake, Cassels & graydon paul Weiss Rifkind Wharton & garrison
9,354 9,118 8,559 8,500 8,500 3,879 1,175 1,097 994 965 856 795 795 795 795 795
12 4 6 1 1 3 12 27 2 13 18 2 2 2 1 1
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
Wiersholm Vinge mannheimer Swartling thommessen Wikborg Rein & Co plesner Hannes Snellman Roschier gorrissen Federspiel Lindahl Linklaters White & Case Cederquist Schjodt gernandt & Danielsson
1,097 441 615 856 709 752 725 965 772 135 9,354 1,175 276 440 256
27 26 20 18 17 15 14 13 13 13 12 12 12 11 9
Source: mergermarket 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 Nordic
LeAgUe tABLeS
ACTIVITY TABLE OF PRIVATE EqUITY FIRMS ON NORDIC BUYOUTS

NORDIC
VALUe
VOLUme
1 2 3 4 5 6 7 8 9 10= 10= 10=
Altor equity partners Bridgepoint Capital Bure equity Lime Rock partners Lindsay goldberg & Bessemer HitecVision Northern Link Ratos Dansk kapitalanlaeg Abingworth management HealthCap SR One
322 312 182 110 75 74 48 37 26 24 24 24
3 1 2 1 1 1 1 1 1 1 1 1
1 2 3 4 5= 5= 7 8 9 10
Altor equity partners Bure equity Deltaq FSN Capital partners Capman group polaris management Bridgepoint Capital Lime Rock partners Lindsay goldberg & Bessemer HitecVision
322 182 22 6 312 110 75 74
3 2 2 2 2 2 1 1 1 1
Source: mergermarket 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
ACTIVITY TABLE OF PRIVATE EqUITY FIRMS ON NORDIC ExITS
VALUe
VOLUme
1 2 3= 3= 5= 5= 6 7= 7= 9= 9=
LD equity Dansk kapitalanlaeg Nove Capital management Novestra JmI Invest Seed Capital Denmark Selvaag Invest 3i group Sundt Baker Capital provider Venture partners
167 167 63 63 54 54 37 37 37 34 34
2 1 1 1 1 1 2 1 1 1 1
1 2 3 4= 4= 6= 6= 8= 8= 10= 10=
LD equity Selvaag Invest Dansk kapitalanlaeg Nove Capital management Novestra JmI Invest Seed Capital Denmark 3i group Sundt Baker Capital provider Venture partners
167 37 167 63 63 54 54 37 37 34 34
2 2 1 1 1 1 1 1 1 1 1
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 Nordic the tables by value and volume have been run from 01 January 2009 to 31 August 2009 and exclude lapsed and withdrawn deals
tReND gRApHS
NORDIC M&A qUARTERLY TREND
NORDIC
VALUe
50,000
VOLUme
250
40,000
200
value (m)
30,000
volume of deals
150
20,000
100
10,000
50
0 Q1 Q2 Q3 Q Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09
NORDIC M&A qUARTERLY PRIVATE EqUITY TREND
VALUe
20,000
VOLUme
60
50 15,000
10,000
number of deals
40
value (m)
30
20
5,000 10
0 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q Q2 Q3 04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09
Norway buyouts Norway exits
Norway buyouts Norway exits
tReND gRApHS
NORDIC M&A ANNUAL TRENDS

NORDIC
VALUe
100
VOLUme
800 700
80 600
value (bn)
60
value (bn)
500
400
40
300
200 20 100
0 2004 2005 2006 2007 2008 YTD 2009*
0 2004 2005 2006 2007 2008 YTD 2009*
All Nordic M&A Nordic buyouts Nordic exits
All Nordic M&A Nordic buyouts Nordic exits
NORDIC M&A SECTOR BREAKDOwN YTD 2009
VALUe
1% 1.1% 6.2% 0.6% 8.1% 18.8%
Industrials & Chemicals TMT Consumer Business Services Financial Services
VOLUme
2.4% 1.6% 3.6% 3.6% 4% 20.7% 1.2%
Industrials & Chemicals TMT Consumer
8%
Business Services Financial Services Energy, Mining & Utilities
13% 26.5% 7.5% 5.2% 12%
Energy, Mining & Utilities Pharma, Medical & Biotech Transportation Agriculture Leisure Real Estate
9.6%
16.3%
Pharma, Medical & Biotech Transportation Construction
13.5% 15.5%
Agriculture Leisure Real Estate
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)
NORDIC
2-Jun-09
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 Linklaters
technitrol Inc
140
11-Feb-09
D. Carnegie & Co AB
Financial Services
Advising seller: Lazard

DnB NOR
mannheimer Swartling
Altor equity partners; and Bure equity AB Cheyne Capital management (Uk) LLp; Lime Rock partners Lp; and trafalgar AS (management vehicle) Lindsay goldberg & Bessemer Lp Converto Capital management; HitecVision AS; and Camar AS
Lenner & partners; morgan Stanley; pricewaterhouseCoopers
Swedish National Debt Office
134
24-mar-09
Reservoir exploration technology ASA (52.75% stake)
Advokatfirmaet Steenstrup Stordrange
Schjodt
110
13-Jul-09
Synnove Finden ASA Bjorge ASA
Consumer
Fondsfinans Wikborg Rein & Co
Arctic Securities
BAHR
Arendals Fossekompani ASA
75
28-Sep-09
pareto
pricewaterhouseCoopers legal
Arctic Securities; and First Securities
74
mID-mARket DeALS
NORDIC M&A qUARTERLY MID-MARKET TREND

NORDIC
VALUe
5,000
VOLUme
100
4,000
80
value (m)
3,000
number of deals
60
2,000
40
1,000
20
mID-mARket LeAgUe tABLeS

TOP 15 MID-MARKET FINANCIAL ADVISERS NORDIC (10m tO 250m)
TOP 15 MID-MARKET LEGAL ADVISERS NORDIC (10m tO 250m)

NORDIC
1 2 3 4 5 6 7 8 9 10
Volume:
Jpmorgan Arctic Securities SeB enskilda morgan Stanley pricewaterhouseCoopers FIH partners Rothschild UBS Investment Bank Nordea Corporate Finance D. Carnegie & Co Jpmorgan Arctic Securities pricewaterhouseCoopers SeB enskilda morgan Stanley FIH partners Rothschild D. Carnegie & Co Lazard DnB NOR
930 798 506 504 380 339 318 314 305 302 930 798 380 506 504 339 318 302 281 267
11 8 5 5 6 4 4 3 3 4 11 8 6 5 5 4 4 4 4 4
1 2 3 4 5 6 7 8 9 10
Volume:
Wiersholm thommessen Wikborg Rein & Co mannheimer Swartling Linklaters Schjodt Selmer White & Case Vinge BAHR Wiersholm Wikborg Rein & Co thommessen mannheimer Swartling Vinge Linklaters Schjodt Selmer gorrissen Federspiel plesner
1,084 843 694 608 481 440 438 435 427 411 1,084 694 843 608 427 481 440 438 389 379
18 12 14 9 8 7 7 3 9 5 18 14 12 9 9 8 7 7 6 6
1 2 3 4 5 6 7 8 9 10
1 2 3 4 5 6 7 8 9 10
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 Nordic
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 Nordic
a mErgErmarkEt m&a rEport on
CEE and Cis

telenor and alfa group, the russian conglomerate, agreed to merge their russian operations osJC VimpelCom and Ukraines 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. telenors 26.6% stake in VimpelCom was previously seized by the Federal Bailiffs office in russia which arose as a result of telenors refusal to pay $1.7bn in damages awarded to VimpelCom for telenor delaying the latters 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 VimpelComs minority shareholders will benefit from VimpelCom Ltd.s improved credit profile through kyivstars 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 VimpelComs 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) mid Europa partners LLp tdC a/s
30 september 2009 740m iBi, divestment, private
CEE AND CIS
Bidder: Seller:
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.
conDiTionS:
Completion of a debt restructuring agreement between invitel and mEp. Completion of tender offers for and certain amendments to invitel groups pik notes, floating rate senior notes and fixed rate notes. Consents required maintaining invitel groups existing senior credit facilities with certain amendments. approval by the austrian competition authorities. approval by the serbian competition authority.
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 holdings 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.
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.
RATionAle:
the disposal is line with tdCs strategy to dispose of noncore 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.
Sources of funding
CEE AND CIS
equity provider mid Europa partners LLp
Amount (m) n/a
Stake 64.6%
Debt provider Bnp paribas sa CaLYon
Terms n/a n/a
exit multiples - Y/e 31/12/2008 Multiples Revenue eBiTDA eBiT earnings Value (m)
premium analysis offer price per share () 1 day before 1 month before 1 day after pre-rumour
0.68 -80.04% -81.82% -
1.9 x 5.0 x 12.8 x -
397.23 150.25 58.03 -49.48
Advisers Target/Seller Financial legal pR Bidder
White & Case simpson thacher & Bartlett -
Financial legal Financial
Credit suisse Lazard shearman & sterling Citigate
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
top dEaLs
Top 15 cee & ciS AnnounceD DeAlS FoR YTD 30 SepTeMBeR 2009
CEE AND CIS
Announced Status Target company Sector Bidder company Seller company exit multiples (x) Revenue eBiTDA p/e Bid premia 1-day before Deal value (m)
20-apr-09 2-Feb-09 30-mar-09
p C C
mangistaumunaigaz Energy, mining mangistau investments JsC (50% stake) & Utilities BV Bta Bank JsC (78% stake) moL hungarian oil and gas public Limited Company (21.20% stake) international power opatovice as refinery Company rt LLp kompania piwowarska sa (28.10% stake) invitel holdings as (64.60% stake) kazmunaigaz pki Finance BV JsC kazmunaigas Exploration production (11% stake) skoda power as pCC rail sa kazakhgold group Limited (50.10% stake) Eesti telekom as (39.88% stake) Financial services government of kazakhstan
Central asia petroleum Ltd n/a omV ag 0.6 n/a 6.4 10.1
92.5%
2,554 1,578 1,415
Energy, mining oJsC surgutneftegaz & Utilities
1-Jul-09 5-aug-09 14-may-09
p C C
Energy, mining J&t Finance group as & Utilities
international power plc
2.9 17.7 -
864 833 818
Energy, mining th kazmunaigaz holding mangistaumunaigaz & Utilities sa JsC Consumer saBmiller plc kulczyk holding sa
30-sep-09 23-sep-09 30-sep-09
p p C
tmt
mid Europa partners LLp tdC as national Company kazmunaigaz
1.9
5.0
740 647 642
Energy, mining JsC kazmunaigas & Utilities Exploration production Energy, mining Fullbloom investment & Utilities Corporation
1.2
2.1
707.6
0.9%
14-sep-09 30-Jan-09 12-Jun-09
p C C
industrials & Chemicals transport
doosan heavy industries and Construction Co Ltd deutsche Bahn ag
skoda holding as pCC sE 1.1 8.4 (loss) 4.0 26.6%
450 400 358
Energy, mining oJsC polyus gold & Utilities tmt teliasonera aB government of montenegro JsC atomredmetzoloto
24-aug-09 3-sep-09
p C
2.1 4.0
5.4 58.7
9.0 (loss)
24.3% 7.8%
327 311
Energy, mining a2a spa Elektroprivreda Crne gore ad niksic & Utilities (29% stake) too karatau (50% stake) Energy, mining Uranium one inc & Utilities
15-Jun-09
311
source: mergermarket
top dEaLs
Top 5 cee & ciS AnnounceD DeAlS oF The MonTh (SepTeMBeR 2009)
CEE AND CIS
Announced Status Target company Sector Bidder company Seller company Revenue exit multiples (x) eBiTDA p/e Bid premia 1-day before Deal value (m)
30-sep-09 23-sep-09
p p
invitel holdings as tmt (64.60% stake) kazmunaigaz pki Finance BV
mid Europa partners LLp
tdC a/s national Company kazmunaigaz
1.9
5.0
740 647
Energy, mining JsC & Utilities kazmunaigas Exploration production Energy, mining Fullbloom & Utilities investment Corporation industrials & Chemicals doosan heavy industries and Construction Co Ltd
30-sep-09
JsC kazmunaigas Exploration production (11% stake) skoda power as
1.2
2.1
707.6
0.9%
642
14-sep-09
skoda holding as
450
3-sep-09
Elektroprivreda Crne gore ad niksic (29% stake)
Energy, mining a2a spa & Utilities
government of montenegro
3.9
57.5
(loss)
7.8%
311
Top 4 eSToniAn AnnounceD DeAlS FoR YTD 30 SepTeMBeR 2009

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-aug-09
Eesti telekom as tmt (39.88% stake)
Lazard
teliasonera aB
sEB Enskilda
raidla Lejins & norcous; sullivan & Cromwell raidla Lejins & norcous Elcoteq sE
327
17-Jun-09
Elcoteq tallinn as
tmt
internal
advising seller: Ericsson aB krogerus attorneys; Lawin

as Frelok; Crown solution oU; stako diler oU Cheh oU
30
18-sep-09
Loksa shipyard Ltd
industrials & Chemicals
advising seller: danske markets Corporate Finance advising seller: Evli Bank
odense steel shipyard a.p.
15
23-apr-09
as Ekspress hotline group
tmt
as Ekspress grupp
top dEaLs
Top 4 hungARiAn AnnounceD DeAlS FoR YTD 30 SepTeMBeR 2009

CEE AND CIS
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)
30-mar-09
moL hungarian Energy, mining & oil and gas public Limited Utilities Company (21.20% stake) invitel holdings a/s (64.60% stake) tmt
goldman sachs; advising seller: Jp morgan
advising seller: Cerha hempel spiegelfeld hlawati; dLa piper

White & Case; advising seller: simpson thacher & Barlett
oJsC surgutneftegaz renaissance Capital
akin gump strauss hauer & Feld; Wolf theiss
omV ag
1,415
30-sep-09
mid Europa partners Credit suisse; shearman & LLp Lazard sterling
tdC a/s
740
29-may-09
international system house Ltd Euro green Energy Fejleszto es szolgaltato kft
tmt
magyar telekom plc
squire, sanders & dempsey Cms
10
1-apr-09
raiffeisen Energy service Ltd
ExpECtEd dEaLs
pipeline oF cee AnD ciS expecTeD DeAlS
CEE AND CIS
Situation Target company Sector potential bidder company Seller company Financial adviser to bidder (B); target (T); seller (S) Market cap/ est. 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. 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. 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.
Brodotrogir, Brodosplits special vessels shipyard, shipbuilding industry split and 3 maj Bank Zachodni WBk sa
danko koncar (private investor)
government of Croatia
1,100
Financial services
pZU sa; Jan kulczyk (private investor); pko Bp sa; Leszek Czarnecki and getin Bank mnV
allied irish Banks plc
1,500
Expected deal
gedeon richter
government of hungary
651
gedeon richter, the listed hungarian pharmaceutical firm, will see its 25% stateowned stake put up for privatisation.the sale of this stake could reach around EUr 615 and EUr 820m. the polish treasury (msp) will wait for binding bids for the Warsaw stock Exchange (WsE) until october.
Expected deal
gielda papierow Wartosciowych (Warsaw stock exchange)
Financial services
London stock Exchange; deutsche Boerse ag; nasdaq stock market inc; nYsE Euronext Ciech Za;tarnow; and Za kedzierzyn
Unicredit (V)
government of poland
456
Expected deal
anwil sa
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). after the russian aeroflot and the Czechbased 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. 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. Cp Energia, the listed polish gas distributor, has announced that it signed a letter of intent with kri on a potential merger.
Expected deal
Czech airlines as
transport
air France-kLm sa, oao aeroflot, travel service as, odien group, and Unimex group ness technologies
Lazard(t)
government of the Czech republic
189
sygnity sa
tmt
Legg mason incorporated
52
Expected deal
Cp Energia sa
kri
Capital partners sa
18
LEagUE taBLEs
Top 15 FinAnciAl ADViSeRS cee AnD ciS
CEE AND CIS
VaLUE
VoLUmE
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
Jpmorgan Bank of america merrill Lynch royal Bank of scotland group morgan stanley Credit suisse Citigroup goldman sachs Lazard renaissance Capital ing deloitte UBs investment Bank nomura holdings m&a international hsBC Bank
6,293 4,334 3,617 3,408 3,255 3,084 1,917 1,647 1,513 1,216 1,183 680 641 627 614
8 7 7 4 5 6 4 3 3 4 5 1 1 2 4
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
Jpmorgan Bank of america merrill Lynch royal Bank of scotland group rothschild pricewaterhouseCoopers Citigroup Credit suisse deloitte morgan stanley goldman sachs ing hsBC Bank sEB Enskilda UniCredit group Lazard
6,293 4,334 3,617 574 119 3,084 3,255 1,183 3,408 1,917 1,216 614 491 444 1,647
8 7 7 7 7 6 5 5 4 4 4 4 4 4 3
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 CEE & Cis
Top 15 legAl ADViSeRS cee AnD ciS
VaLUE
VoLUmE
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
skadden arps slate meagher & Flom norton rose dLa piper dewey & LeBoeuf Wolf theiss akin gump strauss hauer & Feld Cerha hempel spiegelfeld hlawati Cms Linklaters Clifford Chance Latham & Watkins White & Case Weil gotshal & manges simpson thacher & Bartlett shearman & sterling
3,387 2,773 2,180 2,064 1,522 1,415 1,415 1,274 1,083 1,060 995 946 940 917 849
2 6 7 9 4 2 1 9 5 10 2 6 4 2 2
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
Clifford Chance dewey & LeBoeuf Cms dLa piper allen & overy norton rose White & Case Lawin Linklaters schoenherr rechtsanwaelte Wolf theiss Weil gotshal & manges raidla Lejins & norcous squire, sanders & dempsey Cleary gottlieb steen & hamilton
1,060 2,064 1,274 2,180 440 2,773 946 420 1,083 588 1,522 940 357 187 834
10 9 9 7 7 6 6 6 5 5 4 4 4 4 3
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 CEE & Cis
LEagUE taBLEs
AcTiViTY TABle oF pRiVATe equiTY FiRMS on cee AnD ciS BuYouTS

CEE AND CIS
VaLUE
VoLUmE
1 2 3 4= 4= 5 7 8 9 10= 10= 10=
mid Europa partners advent international Corporation penta investments Ethemba Capital nBgi private Equity sgam ai private Equity gEd iberian private Equity Jupiter national investment Fund BaltCap management arx Equity partners EQt partners royalton partners
860 41 27 23 23 22 21 17 6 -
2 1 2 1 1 1 2 1 1 1 1 1
1 2 3 4 5= 5= 7 8 9 10= 10= 10=
mid Europa partners penta investments gEd iberian private Equity advent international Corporation Ethemba Capital nBgi private Equity sgam ai private Equity Jupiter national investment Fund BaltCap management arx Equity partners EQt partners royalton partners
860 27 21 41 23 23 22 17 6 0 0 0
2 2 2 1 1 1 1 1 1 1 1 1
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 exiTS
VaLUE
VoLUmE
1= 1= 2 3= 3= 3=
Bancroft private Equity CCmp Capital advisors mCi management arca Capital arca investments penta investments
250 250 12 -
1 1 1 1 1 1
1= 1= 2 3= 3= 3=
Bancroft private Equity CCmp Capital advisors mCi management arca Capital arca investments penta investments
250 250 12 -
1 1 1 1 1 1
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 & Cis the tables by value and volume have been run from 01 January 2009 to 30 september 2009 and exclude lapsed and withdrawn deals
trEnd graphs
cee AnD ciS M&A quARTeRlY TRenD
CEE AND CIS
VaLUE
16,000 14,000
VoLUmE
180
150 12,000
value (m)
10,000
8,000
volume of deals
120
90
6,000
60 4,000 30
2,000
0 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09
noRTh AMeRicAn M&A quARTeRlY pRiVATe equiTY TRenD
VaLUE
4,500 4,000 3,500 3,000 2,500 2,000 1,500 1,000 500 0 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09
VoLUmE
25
20
volume of deals
volume of deals
15
10
CEE and CIS buyouts CEE and CIS exits
CEE and CIS buyouts CEE and CIS exits
trEnd graphs
cee AnD ciS M&A AnnuAl TRenDS

CEE AND CIS
VaLUE
40
VoLUmE
600
35 500 30
value (bn)
25
20
volume of deals
400
300
15
200 10 100 5
0 2004 2005 2006 2007 2008 YTD 2009*
0 2004 2005 2006 2007 2008 YTD 2009*
All CEE and CIS M&A CEE and CIS buyouts CEE and CIS exits
All CEE and CIS M&A CEE and CIS buyouts CEE and CIS exits
cee AnD ciS M&A SecToR BReAkDown YTD 2009
VaLUE
1% 2% 12.7% 14.8% 3.2% 7.3%
Consumer TMT Energy, Mining & Utilities Industrials & Chemicals
VoLUmE
4.8% 5.3% 6.2% 2% 20.1%
Consumer TMT Energy, Mining & Utilities Industrials & Chemicals
3.9%
Financial Services Construction Pharma, Medical & Biotech Transportation
7%
Financial Services Construction Pharma, Medical & Biotech
8.6%
16.7%
Transportation Business Services Agriculture
11.5% 53.9%
12.9%
mid-markEt dEaLs
Top 10 cee & ciS AnnounceD MiD MARkeT DeAlS YTD 30 SepTeMBeR 2009 (10m to 250m)
CEE AND CIS
3-aug-09
FarUtEx sp zoo; and nowaco Czech republic sro orlen Lietuva (9.98% stake) telemobil sa
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 dewey & LeBoeuf; sorainen
Bancroft private Equity LLp; and CCmp Capital advisors LLC government of Lithuania saudi oger Limited
250
4-aug-09
pharma, medical & Biotech tmt
polski koncern advising seller: Lawin naftowy orlen sa
210
26-mar-09
advising seller: Bnp paribas
advising seller: norton rose advising seller: debevoise & plimpton
Cosmote-mobile telecommunications sa alstrom Business Corporation
Citigroup; rothschild
Freshfields Bruckhaus deringer; Lina & guia
207
2-Jul-09
Central European media Enterprises (Ukrainian operations) (49% stake) CosmoFon ad skopje; and germanos telekom sa skopje kazakhstan pipeline Ventures LLC (49.90% stake) przedsiebiorstwo robot inzynieryjnych pol-aqua sa transpetrol as (49% stake)
tmt
Central European media Enterprises Ltd
206
30-Jun-09
tmt
advising seller: EFg istanbul securities; rothschild
advising seller: dewey & LeBoeuf advising seller: herbert smith/gleiss Lutz/stibbe
allen & overy
telekom slovenije dd
ing
Clifford Chance
Cosmote-mobile telecommunications sa
190
30-mar-09
national Company kazmunaigaz
royal Bank of scotland group
Bp plc
189
30-apr-09
Construction
grupo dragados sa
sg
178
30-Jul-09
Business services
advising seller: gibson dunn & Crutcher

Jpmorgan Conyers dill & pearman; dewey & LeBoeuf; Latham & Watkins; simpson thacher & Bartlett (advising Jpmorgan)
ministry of Economy of the slovak republic time Warner inc
m&a international
White & Case
nk Yukos oao
177
23-mar-09
Central European media Enterprises Ltd. (30.60% stake)
tmt
Citigroup inc
herbert smith/gleiss Lutz/stibbe; schoenherr rechtsanwaelte oEg; Weil gotshal & manges (advising Citigroup); Willkie Farr & gallagher; Wilmerhale denton Wilde sapte; Jones day Eurasian Financial industrial Company JsC
177
26-mar-09
shubarkol komir JsC (25% stake)
Eurasian natural resources Corporation plc
Credit suisse
156
mid-markEt dEaLs
noRTh AMeRicAn M&A quARTeRlY MiD-MARkeT TRenD

CEE AND CIS
VaLUE
4,000 3,500
VoLUmE
80 70
3,000
60
value (m)
2,500
volume of deals
50
2,000
40
1,500
30
1,000
20
500
10
mid-markEt LEagUE taBLEs

Top 10 MiD-MARkeT FinAnciAl ADViSeRS cee AnD ciS (10m to 250m)
Top 10 MiD-MARkeT legAl ADViSeRS cee AnD ciS (10m to 250m)

CEE AND CIS
1 2 3 4 5 6= 6= 8 9 10
Volume:
Jpmorgan rothschild ing Citigroup Credit suisse hsBC Bank investec investment Banking Bnp paribas EFg Eurobank Ergasias royal Bank of scotland group Jpmorgan rothschild ing Citigroup Credit suisse Bank of america merrill Lynch UniCredit group deloitte kpmg raiffeisen investment
569 416 352 316 290 250 250 207 190 189 569 416 352 316 290 185 133 116 75 31
4 3 3 2 2 1 1 1 1 1 4 3 3 2 2 2 2 2 2 2
1 2 3 4= 4= 4= 7 8 9= 9=
Volume:
dewey & LeBoeuf Lawin Weil gotshal & manges Baker & mckenzie Edward nathan sonnenbergs iva Zothova sorainen Freshfields Bruckhaus deringer Lina & guia norton rose dewey & LeBoeuf Lawin allen & overy White & Case Weil gotshal & manges sorainen Freshfields Bruckhaus deringer herbert smith/gleiss Lutz/stibbe squire, sanders & dempsey dLa piper
610 407 359 250 250 250 226 214 207 207 610 407 129 206 359 226 214 196 187 85
6 4 2 1 1 1 2 2 1 1 6 4 4 3 2 2 2 2 2 2
1 2 3 4 5 6 7 8 9 10
1 2 3 4 5 6 7 8 9 10
source: mergermarket the legal adviser league tables by value and volume have been run from 01 January 2009 to 31 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 CEE & Cis
the financial adviser league tables by value and volume have been run from 01 January 2009 to 31 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 CEE & Cis
A meRgeRmARket m&A RepoRt on
RUSSIA
Russians in Sports
RUSSIA
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, prokhorovs 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 Associations 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 nBAs 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.
DeAL oF the month
Target:
Ank Bashneft JSC AFk Sistema
16 September 2009 253.55m Acquisition
RUSSIA
Bidder: Seller:
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.
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.
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$373m). the offer represents a discount of 30.1% to the RUB 410 Bashneft closing share price on 14-Sep-09, the last trading day prior to the FSFR filing of the offer.
Premium analysis Offer price per share ($) 1 day before 1 month before 1 day after Pre-rumour
6.35 -30.1% -20.0% -
Advisers Target/Seller Financial Legal PR Bidder Financial Legal Financial
Internal
16-Sep-09
Sistema is looking to buy oil production assets
top DeALS
TOP 15 RUSSIAN ANNOUNCED DEALS FOR YTD 30 SEPTEMBER 2009
RUSSIA
7-Apr-09 30-mar-09
C C
JSC gazprom neft (20% stake)
energy, mining oAo gazprom & Utilities
enI SpA Agidel-Invest LLC; InzerInvest LLC; Ural-Invest LLC; and YuryuzanInvest LLC
0.8
3.3
4.6
3,089 1,894
energy, mining AFk Sistema Ank Bashneft JSC & Utilities (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) oAo Rostelecom (40% stake) oAo Comstar United teleSystems (50.91% stake) oAo novatek (13.13% stake) oJSC polyus gold (20% stake) tmt Deposit Insurance Agency; and Vnesheconombank mobile teleSystems oJSC
2-Jun-09
kIt Finance
2.5
11.2
22.5
1.0%
1,513
5-Aug-09
tmt
AFk Sistema
1.9
4.6
14.1
23.3%
1,412
27-may-09 3-mar-09
p C
energy, mining Volga Resources SICAV & Utilities SIF SA energy, mining Suleiman kerimov & Utilities (private Investor)
Cartagena Development Vladimir potanin (private investor) Volga Resources SICAV SIF SA Interros Company novy Investments Limited
4.8 3.1
10.3 7.7
15.8 67.8
-47%
1,125 541
26-may-09
oAo Yamal Lng (51% stake) oJSC polyus gold (15% stake) tnk Bp International Limited (oil Field Services enterprises) Ank Bashneft JSC (23.48% stake) troika Dialog group (33% stake) Bank VeFk (undisclosed stake)
energy, mining oAo novatek & Utilities energy, mining JSC nafta-moskva & Utilities energy, mining Weatherford & Utilities International Ltd
465
17-Apr-09 29-may-09
C p
3.1 0.8
7.7
68.1
-55% -
404 346
16-Sep-09 6-mar-09 19-Feb-09
p p p
energy, mining AFk Sistema & Utilities Financial Services Financial Services Standard Bank group Limited Deposit Insurance Agency; nomoS Bank; and otkRItIe Financial Corporation Federal nuclear energy Agency of Russia Stroytransgaz oJSC kirill pisarev (private Investor); and Yuri Zhukov (private Investor) n/a n/a n/a n/a
9% -
254 237 218
21-Jan-09 26-Aug-09
C p
Atomstroiexport (78% stake) RosneftStroytransgaz Ltd (50% stake) pIk group (25% stake)
Construction
213 140
energy, mining Rosneft oil Company & Utilities oAo Real estate Lacero trading Ltd
1-Apr-09
123
top DeALS
TOP 5 RUSSIAN ANNOUNCED DEALS OF ThE MONTh (SEPTEMBER 2009)

RUSSIA
16-Sep-09 7-Sep-09 15-Sep-09
p p C
Ank Bashneft JSC (23.48% stake) ooo Lenta (35.40% stake) oAo tatnefteprom Zuzeevneft (75.90% stake) Yandex (9% stake)
energy, mining AFk Sistema & Utilities Consumer JSC VtB Capital; and tpg Capital Lp oleg Zherebtsov (private Investor) 0.1
-30.1% -
254 77 72
energy, mining ZAo Aloil & Utilities tmt Baring Vostok Capital partners (BVCp); tiger global management LLC; and UFg Asset management mitsubishi Corporation oradell Capital
11-Sep-09
69
24-Sep-09
Rolf's mmC Distribution business (40% stake)
Business Services
Rolf group
49
expeCteD DeALS
PIPELINE OF RUSSIAN ExPECTED DEALS
RUSSIA
Situation Target company Sector Potential bidder company 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 Irkutskenergo oAo
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 Repsols 84% stake in YpF.
expected Deal
Vostsibugol oJSC
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 Irkutskenergos 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. 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).
expected Deal
Lyaskelya karier
Construction
Undisclosed bidder
Vozrozhdeniyanerud
11
LeAgUe tABLeS
TOP 5 FINANCIAL ADVISORS - RUSSIA
RUSSIA
VALUe
VoLUme
1 2 3 4 5
Jpmorgan Bank of America merrill Lynch Citigroup Credit Suisse goldman Sachs
6,088 4,859 3,370 3,307 3,204
4 3 3 3 6
1 2 3 4 5
goldman Sachs Jpmorgan Renaissance Capital Bank of America merrill Lynch Citigroup
3,204 6,088 1,643 4,859 3,370
6 4 4 3 3
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 Russia
TOP 5 LEGAL ADVISORS - RUSSIA
VALUe
VoLUme
1 2 3 4 5
Cleary gottlieb Steen & hamilton Dewey & LeBoeuf Clifford Chance Akin gump Strauss hauer & Feld DLA piper
4,847 3,219 2,059 1,936 1,673
3 2 5 4 3
1 2 3 4 5
Freshfields Bruckhaus Deringer Clifford Chance Akin gump Strauss hauer & Feld Allen & overy CmS
497 2,059 1,936 741 137
7 5 4 4 4
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 Russia
tRenD gRAphS
RUSSIAN M&A qUARTERLY TREND
RUSSIA
VALUe
30,000
VoLUme
100
25,000
80
number of deals
20,000
value (m)
60
15,000
40
10,000
5,000
20
RUSSIAN M&A qUARTERLY PRIVATE EqUITY TREND
VALUe
2,000
VoLUme
10
8 1,500
number of deals
value (m)
1,000
500 2
Russian buyouts Russian exits
Russian buyouts Russian exits
tRenD gRAphS
RUSSIAN M&A ANNUAL TRENDS

RUSSIA
VALUe
80 70
VoLUme
350
300
60
250
value (bn)
50
number of deals
200
40
150
30
100 20 50
10
0 2004 2005 2006 2007 2008 YTD 2009*
0 2004 2005 2006 2007 2008 YTD 2009*
All Russian M&A Russian buyouts Russian exits
All Russian M&A Russian buyouts Russian exits
RUSSIAN M&A SECTOR BREAKDOwN YTD 2009
VALUe
0.04%1.0% 0.4% 0.6% 2.5% 0.3% 0.2% 4.5% 4.7% 23.2%
Consumer TMT Energy, Mining & Utilities Financial Services Industrials & Chemicals Construction Leisure Transportation Agriculture
VoLUme
1.8% 1.8% 2.6% 2.6% 5.3% 21.1%
Consumer TMT Energy, Mining & Utilities
9.6%
Financial Services Industrials & Chemicals Construction
10.5%
15.8%
Leisure Transportation Agriculture Real Estate
62.7%
Real Estate Business Services
14.0%
14.9%
Business Services
mID-mARket DeALS
RUSSIAN TOP 10 MID MARKET DEALS IN CONSUMER SECTOR YTD 30 SEPTEMBER 2009 ($10m to $250m)
RUSSIA
6-mar-09
troika Dialog group (33% stake)
Financial Services
troika Dialog group
DLA piper; herbert Smith/ gleiss Lutz/ Stibbe
Standard Bank Standard Clifford group Limited Bank group Chance
237
19-Feb-09
Bank VeFk (undisclosed stake)
Financial Services
Deposit Insurance Agency ; nomoS Bank; and otkRItIe Financial Corporation Federal nuclear energy Agency (Rosatom) of Russia Rosneft oil Company oAo Lacero trading Ltd Linklaters
Stroytransgaz oJSC
218
21-Jan-09
Atomstroiexport (78% stake)
Construction
213
26-Aug-09
RosneftStroytransgaz Ltd (50% stake) pIk group (25% stake)
energy, mining & Utilities Real estate
140
1-Apr-09
Skadden Arps Slate meagher & Flom
kirill pisarev (private Investor); and Yuri Zhukov (private Investor)
123
16-Apr-09
kvartstroy Company (30% stake) otkRItIe Financial Corporation (19.99% stake) Russian Alcohol group (12% stake)
Construction
Russia Development Fund Lovells JSC VtB Bank CmS
114
26-mar-09
Financial Services
111
24-Apr-09
Consumer
Advising Seller: Advising Seller: Internal Weil gotshal & manges
Central european Distribution Corporation
Citigroup
Dewey & LeBoeuf; maples & Calder; Shearman & Sterling (Advising Citigroup)
Lion Capital LLp
109
28-Aug-09
eurocement group Construction ZAo ZAo nk Dulisma energy, mining & Utilities Advising Seller: Akin gump Strauss hauer & Feld
Filaret galchev (private Investor) Sberbank Capital LLC
millhouse Capital Uk Ltd Urals energy public Company Limited
105
3-Aug-09
90
mID-mARket DeALS
RUSSIAN M&A qUARTERLY MID-MARKET TREND

RUSSIA
VALUe
5,000
VoLUme
50
4,000
40
number of deals
value (m)
3,000
30
2,000
20
1,000
10
mID-mARket LeAgUe tABLeS

TOP 5 MID MARKET FINANCIAL ADVISORS RUSSIA (10m to 250m)
TOP 5 MID MARKET LEGAL ADVISORS RUSSIA (10m to 250m)

RUSSIA
1 2= 2= 4 5
Volume:
Citigroup Standard Bank group troika Dialog group Renaissance Capital m&A International Citigroup Renaissance Capital Standard Bank group troika Dialog group m&A International
281 237 237 228 177 281 228 237 237 177
2 1 1 2 1 2 2 1 1 1
1 2 3 4 5
Volume:
DLA piper herbert Smith/gleiss Lutz/Stibbe Clifford Chance Linklaters gibson Dunn & Crutcher DLA piper herbert Smith/gleiss Lutz/Stibbe Linklaters Lovells CmS
258 248 237 194 177 258 248 194 134 131
2 2 1 2 1 2 2 2 2 2
1 2 3= 3= 5
1 2 3 4 5
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
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 and are based on the geography of either the target, bidder or seller being Russia
A MERgERMARkET M&A REpORT ON
THE MIDDLE EAST & NORTH AFRICA

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.
MENA
DEAL OF THE MONTH

Target:
Medi Telecom SA (64.36% stake) RMA Watanya SA; Fipar Holding; and FinanceCom SA portugal Telecom SgpS SA; and Telefonica Moviles Espana SA
1 September 2009 $1.14bn private, Cross Border
MENA
Bidder: Seller:
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.
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.
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.
DEAL OF THE MONTH
Premium analysis Multiples Value (m) Offer price per share () 1 day before 1 month before 1 day after Pre-rumour
MENA
2.8x 6.4x 31.4x
634.16 274.42 56.26
Morgan Stanley Banco Espirito Santo Lazard garriques Cuatrecasas, goncalves pereira -
Financial
Rothschild
Legal PR
Legal Financial
Norton Rose gide Loyrette Nouel -
1-Sep-09 20-Jul-09 23-Jun-09
Meditel: portugal Telecom uses BESI, Morgan Stanley and garrigues; total deal value EUR 800m Meditel: Bidders invited to submit offers for 65% as well as 100% stakes, Rothschild advising Moroccan shareholders Meditel: Second round expected to start shortly with five bidders; Vivo rumours played down
TOp DEALS
TOP 15 MENA ANNOUNCED DEALS FOR YTD 30 SEPTEMBER 2009
MENA
27-Sep-09
TMT Telecommunication Company of Iran (50% stake) partner Communications Company Ltd (51.31% stake) Medi Telecom SA (64.36% stake) TMT
Etemad Mobin Development Scailex Corporation Ltd Advent Investments pte Ltd portugal Telecom SgpS SA; and Telefonica Moviles Espana SA Orascom Telecom Holding SAE 1.9 5.2 9.7 1.0%
7,798
12-Aug-09
1,827
1-Sep-09
TMT
FinanceCom SA; Caisse de Depots et de gestion; and RMA Watanya SA France Telecom SA
2.8
6.4
31.4
1,138
5-Apr-09
MobiNil Telecommunications S.A.E. (28.75% stake)
TMT
715
15-Feb-09 25-Jun-09 8-Jul-09
p C C
golden pyramids Leisure plaza SAE (76% stake) Shuaa Capital pSC (48.40% stake) Societe des Telecommunications du Mali (51% stake) Wana Corporate SA (31% stake) Ventor Technologies Ltd Financial Services TMT
South Valley Cement Dubai Banking group Maroc Telecom Republic of Mali n/a n/a
127.4% -
441 408 382
14-Mar-09 23-Feb-09 21-Jul-09 19-Jul-09
C C C p
TMT pharma, Medical & Bio
Zain Al Ajial Medtronic Inc National Bank of kuwait SAk kuwait Investment Authority gCC Energy Fund; Malatan; Muscat Overseas group; Oman & Emirates Investment Holding Co. SAOg; and Malakoff Berhad Eton park Capital Management Lp; RHJ International SA; and Ripplewood Holdings LLC n/a 4.4 n/a 15.1 334.7 9.9
1.7% 6.2%
329 325 293 252
Boubyan Bank of Financial kuwait (13.20% stake) Services Dhofar power Company (53.90% stake)
Energy, Mining Oman power & Water & Utilities procurement Company
8-Jul-09
Commercial International Bank (Egypt) SAE (9.33% stake)
Financial Services
Actis Capital LLp
n/a
n/a
0.1
1.9%
244
9-May-09
Hail Agricultural Development Company L'Azurde (70% stake)
Agriculture
Almarai Company Ltd
2.5
11.7
13.6
15.8%
239
19-Mar-09
Consumer
Eastgate Capital group; Investcorp gulf Opportunity Fund I; and The National Investor International Finance Corporation
Al Othaim Holding Co
0.6
210
22-Mar-09
Bank of Alexandria Sanpaolo (9.75% stake)
Financial Services
Sanpaolo IMI SpA
n/a
n/a
31.4
1.1%
200
TOp DEALS
TOP 5 MENA ANNOUNCED DEALS OF ThE MONTh (SEPTEMBER 2009)

MENA
27-Sep-09
Telecommunication Company of Iran (50% stake) Medi Telecom SA (64.36% stake)
TMT
Etemad Mobin Development FinanceCom SA; Caisse de Depots et de gestion; and RMA Watanya SA Qatar America Asia Consortium Direct InsuranceFinancial Investments Shuaiba Industrial Company (SIC) portugal Telecom SgpS SA; and Telefonica Moviles Espana SA Qatar Shipping Company QSC Zur Shamir group Ltd n/a n/a 2.8 6.4 31.4
7,798
1-Sep-09
TMT
1,138
17-Sep-09
Qatar Engineering & Construction Company WLL Adgar Investments and Development Ltd (50.01% stake) Atbra Cement Company Ltd (33% stake)
Industrials & Chemicals Real Estate
3.9
110
18-Sep-09
29.7
28.9%
81
29-Sep-09
11
ExpECTED DEALS
PIPELINE OF MENA EXPECTED DEALS
MENA
Situation Target company Sector Potential bidder company Seller company Financial adviser to bidder (B); target (T); seller (S) Market cap/ est. 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 Mobile Takeover target 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 Mania El kamh Takeover target 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 348 Middle East Specialized Cables (turnover) mulls purchase of United Transformers Electric
Expected Deal
United Transformers Electric
Middle East Specialised Cables (MESC)
Wilson Transformer Company of Australia and Al-Fozan group
LEAgUE TABLES
TOP 15 FINANCIAL ADVISERS MENA
MENA
VALUE
VOLUME
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
Rothschild Deutsche Bank goldman Sachs Bank of America Merrill Lynch Morgan Stanley Santander global Banking and Markets Credit Suisse UBS Investment Bank Citigroup BNp paribas CALYON HSBC Bank RBC Capital Markets JpMorgan Lazard
5,953 5,515 5,435 4,958 4,397 4,387 4,034 3,990 3,866 3,458 3,051 2,828 2,028 1,302 898
6 2 4 3 6 2 6 4 3 3 1 3 1 3 3
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
Rothschild Morgan Stanley Credit Suisse goldman Sachs UBS Investment Bank Bank of America Merrill Lynch Citigroup BNp paribas HSBC Bank JpMorgan Lazard Oppenheimer & Co Deutsche Bank Santander global Banking and Markets EFg-Hermes Holding Company
5,953 4,397 4,034 5,435 3,990 4,958 3,866 3,458 2,828 1,302 898 65 5,515 4,387 244
6 6 6 4 4 3 3 3 3 3 3 3 2 2 2
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.
TOP 15 LEGAL ADVISERS MENA
VALUE
VOLUME
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
Shearman & Sterling Freshfields Bruckhaus Deringer Clifford Chance Binder groesswang & partners gomez-Acebo & pombo Abogados Wongpartnership Uria Menendez Allen & gledhill Allen & Overy Latham & Watkins Weil gotshal & Manges Shook Lin & Bok Singapore Skadden Arps Slate Meagher & Flom gibson Dunn & Crutcher gide Loyrette Nouel
8,443 7,885 5,656 4,682 4,387 3,966 3,802 3,717 3,535 3,312 2,999 2,861 2,654 2,166 2,059
8 6 5 3 2 3 1 2 7 6 3 1 1 2 5
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
Shearman & Sterling Allen & Overy Freshfields Bruckhaus Deringer Latham & Watkins Clifford Chance gide Loyrette Nouel Dewey & LeBoeuf Linklaters Binder groesswang & partners Wongpartnership Weil gotshal & Manges Norton Rose Baker & Mckenzie gomez-Acebo & pombo Abogados Allen & gledhill
8,443 3,535 7,885 3,312 5,656 2,059 578 230 4,682 3,966 2,999 1,538 314 4,387 3,717
8 7 6 6 5 5 5 4 3 3 3 3 3 2 2
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.
LEAgUE TABLES
ACTIVITY TABLE OF PRIVATE EqUITY FIRMS ON MENA BUYOUTS

MENA
VALUE
VOLUME
1 2= 2= 4 5
Actis Capital Eastgate Capital group Investcorp Vector Capital kuwait Finance House
244 210 210 129 52
1 1 1 1 1
1 2= 2= 4 5
Actis Capital Eastgate Capital group Investcorp Vector Capital kuwait Finance House
244 210 210 129 52
1 1 1 1 1
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.
ACTIVITY TABLE OF PRIVATE EqUITY FIRMS ON MENA EXITS
VALUE
VOLUME
1 2 3 4 5= 5=
gCC Energy Fund Tiger global Management First Israel Mezzanine Investors Fund Haykala Investment Managers kleiner perkins Caufield & Byers pitango Venture Capital
252 85 76 46 34 34
1 1 1 1 1 1
1 2 3 4 5= 5=
gCC Energy Fund Tiger global Management First Israel Mezzanine Investors Fund Haykala Investment Managers kleiner perkins Caufield & Byers pitango Venture Capital
252 85 76 46 34 34
1 1 1 1 1 1
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.
TREND gRApHS
MENA M&A qUARTERLY TREND
MENA
VALUE
25,000
VOLUME
80 70
20,000 60
volume of deals
value ($m)
15,000
50
40
10,000
30
20 5,000 10
MENA M&A qUARTERLY PRIVATE EqUITY TREND
VALUE
3,000
VOLUME
14
2,500
12
2,000
number of deals
10
value ($m)
1,500
1,000 4 500
MENA buyouts MENA exits
MENA buyouts MENA exits
TREND gRApHS
MENA M&A ANNUAL TRENDS

MENA
VALUE
60
VOLUME
250
50
200
number of deals
40
value ($bn)
150
30
100
20
10
50
0 2004 2005 2006 2007 2008 YTD 2009*
0 2004 2005 2006 2007 2008 YTD 2009*
All MENA M&A MENA buyouts MENA exits
All MENA M&A MENA buyouts MENA exits
MENA M&A SECTOR BREAKDOwN YTD 2009
VALUE
1.4% 1.2% 2.3% 0.2% 4.2% 7.3% 1.4% 0.8% 2.5% 0.2%
TMT Industrials & Chemicals Consumer Financial services
VOLUME
3.3% 3.3% 19.8% 4.4% 4.4% 5.5% 2.2% 1.1%
TMT Industrials & Chemicals Consumer Financial services Energy, Mining & Utilites
3.8% 2.7%
Energy, Mining & Utilites Business services Construction Pharma, Medical & Biotech
5.5%
15.4%
Business services Construction Pharma, Medical & Biotech
72%
Real Estate Transportation Agriculture Leisure Defence
9.9% 13.2% 12.1%
Real Estate Transportation Agriculture Leisure Defence
MID-MARkET DEALS
TOP 5 MENA ANNOUNCED MID MARKET DEALS OF ThE MONTh (SEPTEMBER 2009) ($10M TO $250M)
MENA
8-Jul-09
Financial Commercial International Bank Services (Egypt) SAE (9.33% stake)
Advising seller: Internal
Advising seller: Internal; Debevoise & plimpton
Actis Capital LLp
EFgHermes
Clifford Chance
Eton park Capital Management Lp; RHJ International SA; and Ripplewood Holdings LLC
244
9-May-09
Hail Agricultural Development Company L'Azurde (70% stake)
Agriculture
Almarai Company Ltd White & Case Advising seller: Credit Suisse
Morgan Stanley
Clifford Chance gide Loyrette Al Othaim Holding Co Nouel; Herbert Smith/gleiss Lutz/Stibbe Baker & Mckenzie Dewey & LeBoeuf Sanpaolo IMI SpA The National Oil Corporation
239
19-Mar-09
Consumer
Eastgate Capital Internal group; Investcorp SA; and The National Investor International Finance Corporation TRASTA
210
22-Mar-09
Bank of Alexandria Financial Services Sanpaolo (9.75% stake) Libyan Emirates Oil Refining Company (50% stake) Energy, Mining & Utilities
Advising seller: Linklaters Advising seller: Ashurst
200
10-Mar-09
175
MID-MARkET DEALS
MENA M&A qUARTERLY MID-MARKET TREND

MENA
VALUE
3,000
VOLUME
45 40
2,500 35 2,000 30 25 20 15 10 500 5 0 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 0 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09
1,500
1,000
volume of deals
value ($m)

TOP 10 MID-MARKET FINANCIAL ADVISERS MENA ($10M TO $250M)
TOP 10 MID-MARKET LEGAL ADVISERS MENA ($10M TO $250M)

MENA
1 2 3= 3= 5 6 7= 7= 9 10= 10= 10=

Volume:
Morgan Stanley Credit Suisse CIMB group Standard Chartered EFg-Hermes Holding Wachovia Aforge Finance Rothschild UBS Investment Bank BNp paribas JpMorgan Swicorp Morgan Stanley Oppenheimer & Co Credit Suisse Wachovia CIMB group Standard Chartered EFg-Hermes Aforge Finance Rothschild UBS Investment Bank
398 339 249 249 244 159 138 138 135 117 117 117 398 65 339 159 249 249 244 138 138 135
3 2 1 1 1 2 1 1 1 1 1 1 3 3 2 2 1 1 1 1 1 1
1 2 3 4 5= 5= 7 8 9= 9= 9=
Volume:
Clifford Chance Dewey & LeBoeuf Baker & Mckenzie Shearman & Sterling Drew & Napier Wongpartnership Debevoise & plimpton Linklaters gide Loyrette Nouel Herbert Smith/gleiss Lutz/Stibbe White & Case Dewey & LeBoeuf Allen & Overy Clifford Chance Baker & Mckenzie Shearman & Sterling Linklaters Meitar Liquornik geva & Leshem Brandwein O'Melveny & Myers kramer Levin Naftalis & Frankel Latham & Watkins
483 326 314 267 249 249 244 230 210 210 210 326 164 483 314 267 230 203 170 147 126
2 3 2 2 1 1 1 2 1 1 1 3 3 2 2 2 2 2 2 2 2
1 2 3 4 5 6 7 8 9 10
1 2 3 4 5= 5= 7 8= 8= 10
Source: 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, bidder or seller being The Middle East & North Africa.
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 The Middle East & North Africa.
the following notes pertain to data contained in this publication:

Deals are included where the deal value is greater than or equal to EUR 5m. Where no deal value has been disclosed, deals are included if the turnover of the target is greater than or equal to Eur 10m. Deals are included in the graphs and Top Deals in each section based on the 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. YTD 2009* refers to the period 01 January 2009 to 30 September 2009.
remark, Part of The Mergermarket Group
www.mergermarket.com
11 West 19th Street, 2nd fl. New York, NY 10011 USa t: +1 212 686-5606 f: +1 212 686-2664 sales.us@mergermarket.com
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 users risk.
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A mergermArket report on globAl m&A Activity

9 23 37 48 62 75 88 100 113 126 138 151 165 178

middle eAst & north AfricA

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Part of the mergermarket group

tHE nExt StEp For M&A

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cvc to AcquIre cee BrewIng BusInesses

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A MERgERMARkET M&A REpORT ON

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Monthly M&A Report

DEAL OF THE MONTH

Affiliated Computer Services Xerox Corp -

Announced: Deal value: Deal nature:

28 Sep 2009 $7,352m Acquisition, Domestic, public

Monthly M&A Report

DEAL OF THE MONTH

Exit multiples - Y/E 30/06/2009

63.11 33.6% 38.7% 14.1% -

Revenue EBITDA EBIT Earnings

1.1 x 6.9x 11.1x 18.4 x

6,523 1,113 686 350

Advisers Target/Seller Financial Legal Bidder

Brunswick group kekst and Company

Timetable and Expected Events Regulatory

ACS EgM record date ACS EgM

Monthly M&A Report

Roche Holding Ltd

Merck & Co Inc

United States Department of the Treasury

23-Mar-09 4-May-09 19-Mar-09

18,400 15,519 13,900

11-Jun-09 4-Aug-09 24-Jun-09

Barclays global Investors

n/a 1.0 2.3

n/a 7.4 4.7 49.3 9.3

13,653 10,640 8,800

Financial Services Business Services

28-Sep-09 29-Jun-09 20-Apr-09

1.1 0.4 0.4

6.6 15.9 4.9

17.7 19.0 19.4

33.6% 9.3% 42.0%

7,352 6,025 5,629

C = Completed; p = pending; L = Lapsed

Monthly M&A Report

TOP 5 NORTH AMERICAN ANNOUNCED DEALS OF THE MONTH (SEPTEMBER 2009)

28-Sep-09 21-Sep-09 16-Sep-09

Affiliated Computer Services Inc perot Systems Corporation

Business Services Business Services

Xerox Corporation Dell Inc JBS USA Holdings Inc

1.1 1.4 0.3

6.6 12.8 (loss)