Monthly M&A Insider - Mergermarket

Monthly M&A
Insider
A mergermarket report on global M&A activity
April 2009 Issue

Contents
Introduction 3
M&A faces Q&A: Non-European Investment faces
political scrutiny in Germany 4
Video-sharing websites face consolidation 7
The rising importance of mid-market M&A 8
Signs that a sick market is returning to health? 10
North America 12
Latin America 29
Asia-Pacific 41
China 53
Japan 66
Australia 77
Europe 88
UK 100
Germany 111
France 121
Italy 133
Benelux 145
Iberia 158
Nordic 170
CEE and CIS 183
Russia 195
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Introduction
Despite a reasonably subdued first quarter of M&A, there have still been some deals which have
defied the trend, such as the Pfizer/Wyeth deal, worth a cool $64bn.
In North America in Q1 there were 539 deals worth a total
of $226.3bn. The highest deal for the month of March in
the region was Merck & Co’s acquisition of Schering Plough
Corporation for $43.1bn, which has taken on a similar form of
the reverse termination fee that was used in the Pfizer deal,
demonstrating the watertight measures needed to complete
a deal in the current climate.
In Europe, the first quarter of 2009 saw a total of €82.7bn
from 675 deals. Of the top 15 deals, three were government
bailouts. These included the much publicised bailout of Lloyd
banking group and the Royal Bank of Scotland. Additionally,
the Government of the Flemish region in Belgium acquired
KBC Group, for €2bn. The Energy, Mining & Utilities sector
featured heavily on the top deals table, with eight of the top
15 deals originating in the sector. Endesa’s takeover by Enel
came in with the highest value at €11.1bn.
Head of Research – Elias Latsis
Editor – Anna Henderson
Europe: Sola Akinola
Asia-Pacific: Debbie Jung, Chunshek Chan
Greater China: Maggie Cheung, Debbie Jung/Maggie Cheung
Japan: Shunsuke Okano
Australia: Cicilie Lofsgard
North America: Yasmin Salfati, Irina Arefyeva
Russia: Aksana Fitzpatrick
France: Damien Julliard, Sylvia Traganida
CEE/CIS: Nulifer Sezer, Magdalena Urbanska
Moving onto April there are certainly some positive
developments in M&A, and although this is not yet reason to
celebrate, it is encouraging that the frequency and value of
deals may be starting to pick up slightly. Sun Microsystems
is to be bought by US software services company, Oracle for
$6.7bn, whilst in the pharmaceutical sphere GlaxoSmithKline
has agreed to acquire Stiefel for $2.9bn. Whether this activity
continues is tentative, and a representative from Nomura
recently supported this view when he told the Financial
Times that, “confidence is still fragile and much will depend
on how markets behave over the coming months.”
mergermarket are pleased to offer you the April edition of
Monthly M&A Insider, a publication which provides you with
features by mergermarket journalists, and all monthly deals,
potential activity and deal drivers. We hope you continue to
find it useful.
By Anna Henderson, Remark
Benelux: Kathleen Van Aerden
UK: Virginia Christopanou, Petra Witowski
Nordic: Laya Montelibano
Germany: Sola Akinola
Italy: Giovanni Gallorini, Zaynab Dost
Iberia: Samuel Tedjasukmana, Virginia Garcia Martinez
LatAm: Jennifer Ruiz
For advertising opportunities contact:
Simon Anam
Tel: +44 (0)20 7059 6124
sa@mergermarket.com
Monthly M&A Report – 3

This could apply to any move by foreign investors outside the
European Union and the European Free Trade Association
(EFTA), including Iceland, Lichtenstein, Switzerland and
Norway. So far politicians have promised the new powers
would only be used in rare occasions. While parties could
seek to mitigate the risk by applying for an early clearance
from the Ministry of Economics, foreign investors will
nevertheless have to take into account potential delays
pending the final go-ahead and increased risk of a transaction
being blocked. “The German industry is very much against
the law and considers it as useless protectionism, as it
restricts investments into Germany and therefore is negative
for the general economic climate in the country,” said
Michael Malterer, a Munich-based lawyer at Norton Rose.
“However, it is now the law, and we have to deal with it
somehow.”
An odd time to challenge foreign investment…
The law has been cooking up since last summer and is now
ready to be served, pending the final signing by German
Federal President Horst Koehler. Once this has been done,
the new rules will become immediately effective, allowing
the Federal Ministry of Economics and Technology to block
any direct or indirect acquisition of a German company or
a participation in a German business of at least 25% of
the voting rights if it considers it could jeopardise national
security or public order. “Any existing investment should not
be affected,” said Malterer. “It is however a very interesting
issue for any future investments and we will have to see how
the government will define ‘public order’ and ‘public security’.
While Germany-based lawyers indicated the move was
primarily targeted at Sovereign Wealth Funds (SWFs) and
focused more on utilities, the law does not restrict its
applicability to any specific types of investors or sectors.
“The feeling over the past years was that foreign investors
are getting into large companies such as Daimler and
Chrysler,” Malterer explained. As a result, the law will lead
potential risks for all foreign investors regardless of the
Features
M&A faces Q&A: Non-European
Investment faces political scrutiny
in Germany
Foreign investors outside of Europe are to face higher uncertainties in their M&A transactions in Germany
following new powers for the government to block deals deemed sensitive. The new powers, which
will come as amendments to the Foreign Trade and Payments Act and are expected to come to force
imminently, will allow the government to block an acquisition – direct or indirect – of at least 25% voting
rights in a German company.
sector concerned. “The new legislation raises uncertainties
for M&A transactions,” said Daniela Favoccia, a Frankfurtbased
lawyer at Hengeler Mueller. This could notably play
against foreign investors participating in auctions alongside
European bidders. “Foreign investors may face setbacks
in auction processes for perceived increases of transaction
risk,” Andreas Fuechsel, a Frankfurt-based lawyer at Broich
pointed out.
Critics have slammed the timing of the new rules which could
deter foreign investment at a time when funding has become
scarce in Germany. As a result, the Ministry is not expected
to far-stretch its powers in the near future to avoid sending
the wrong signal. Should national champions be targeted,
the government will, however, have an additional string to its
bow, to fend off unwanted bidders. “In today’s environment,
the German government would be happy if some sovereign
wealth funds did invest in Germany,” said Fuechsel. “Unless
the targets were icon companies such as E.ON or Deutsche
Telekom, the government is more likely to welcome foreign
investors at the moment, notably for distressed companies.”
Indeed, the German government has often been critical
of sovereign wealth funds and energy and telecoms were
probably the sectors mind with the new legislation, Malterer
thought. “But given the current financial crisis, it is unlikely
that the government will intervene in M&A deals for some
time,” he added.
Wide scope for political intervention
Under the new legislation, the Ministry of Economics can
investigate and prohibit a transaction for reasons of public
order or security. While politicians have promised the Act will
hardly be applied and is solely designed to protect national
interests in the areas of defence, energy, public transport
and public health, in practice uncertainties exist for any deals.
”According to the reasoning of the law, the new rules are
mainly aimed at utilities, telecom companies and strategic
service providers, but could principally apply to transactions in
any sector,” Fuechsel pointed out.
Monthly M&A Report – 4

M&A faces Q&A: Non-European
Investment faces political scrutiny
in Germany
This will add to the arsenal of possible interventions by the
Ministry which under the old regime could already investigate
and prohibit a transaction in the military sector. “But ‘public
order or security’ are only vague concepts, and the problem
with this it that the new legislation could become an
easy instrument to block a transaction,” said Dirk Uwer, a
Duesseldorf-based lawyer at Hengeler Mueller. “The lack of
substantive criteria to determine whether or not a transaction
endangers the public order or security is the weakest point of
the new legislation, and this is where it could amount to a new
form of protectionism.”
As a result any investors outside the EU/EFTA area will need
to factor in the additional risk prior to any move to Germany.
“Unfortunately, the legislation does not refer to specific
industry sectors subject to the new review regime, which is a
disadvantage and leads to additional uncertainty, as it is difficult
to assess the risk for restricting or prohibiting a transaction
in the absence of specific criteria,” said Favoccia. “The only
comfort given by the legislative materials to the new bill is
that the new review is intended to be applied on very rare
occasions only.”
The rarity of the intervention will also need to be tested,
especially as the German government already invoked public
supply issues related to investment by SWFs in sectors that
may not be considered so obvious at first sight. “The sale of
Hapag-Lloyd last summer could be seen as a precedent for the
threat of public supply as politicians argued that the acquisition
of one of Germany’s largest container shipping companies by
a SWF from Singapore endangered public supply,” Fuechsel
pointed out.
The vagueness of the concepts and their scope for
interpretation was already illustrated at EU level in the
controversial Endesa/E.On case opposing the European
Commission and Spain whereby the latter tried to impede the
deal invoking security of supply issues “In a scenario similar to
the Endesa/E.ON case, but with a non-EU bidder, for instance,
from China or Russia and with E.ON as target, the new foreign
investment rules will most likely be used by the government to
prevent the transaction,” Fuechsel thought.
In the Endesa/E.On case the Commission initiated
infringement proceedings against Spain and was proven
right with a condemnation of Spain by the European Court
of Justice. In a similar case with a foreign investor, however,
parties could not call on EU authorities to challenge the
decision and would have to go through the national channels.
Features
“A prohibition or a ruling could be challenged at the national
courts which would have to review whether the decision
complies with German law or not,” said Markus Althoff, a
Hamburg-based lawyer at White & Case.
No room for circumventing
The new rules will not only apply to non-European bidders
but also could extend in some circumstances to companies
based in the EU or EFTA if a third country investor holds -
directly or indirectly - at least 25% of their voting rights. This
would, however only apply if the shareholding was deemed an
abusive construction or was designed to circumvent the veto
rights of the German government. “If, for example, a Chinese
company held 25% or more of the voting rights in a EU entity
but was proven to act solely to circumvent the German law,
the new requirements would still apply,” said Fuechsel.
Favoccia pointed out that the law attempted to capture these
kind of abuses but thought it may be tricky to identify the exact
purpose of foreign investments in a European company. “In
practice, it may, however, in many cases be difficult to assess
whether a foreign investor holding a participation in the capital
of another EU company intends to circumvent the new law.”
While the usual suspects from Asia, Russia, Middle East and
the US come to mind when referring to foreign investors, it
remains unclear whether some jurisdictions will slip through
the net of the new legislation or not. “An uncertainty remains
with respect to parent companies located in the Channel
Islands and the Isle of Man, including many private equity
funds, said Althoff. “It is not quite clear whether, or whether
not, the new law shall also apply to them, since these areas
are neither part of the EU nor EFTA, but constitute part of
the EU’s customs territory, whereas the non-applicability of
the new law to these companies appears to be the more
reasonable interpretation.”
Ministry to pick and choose
There is no requirement to notify the deal and the onus will
at first be on the authorities to gather information on pending
acquisitions. Once a foreign investor acquires at least 25%
of a German company’s voting rights as defined by the law,
the Ministry of Economics will have three months to review
the case from the execution of the acquisition. In the case
of a tender offer, the three months period will start from the
Monthly M&A Report – 5

M&A faces Q&A: Non-European
Investment faces political scrutiny
in Germany
announcement of the plan to launch the offer. “Although no
formal notification is required, the German Federal Ministry of
Economic Affairs and Technology will get information about a
planned acquisition through the BaFin [the German financial
regulator] and, as the case may be, the Bundeskartellamt
[German competition authority], the latter of which is however
not obliged to provide the Ministry with such information,”
Althoff noted.
Should the Ministry decide to pick up the case, it may require
full disclosure of all relevant information and will have two
months from the submission of the completed files to
decide whether to clear it or not. “There is no notification
requirement, but the Ministry can scrutinise the transaction
and request detailed information,” said Fuechsel. “In theory
there is a maximum clearance period of five months, but in
practice proceedings could take much longer depending on
when the Ministry deems the requested information to have
been completely submitted.”
Early clearance to mitigate uncertainty
Foreign investors could, however, seek to mitigate risks
and long delays by engaging in informal talks prior to the
transaction. Furthermore, a recent change in the legislation
allows for early clearance in deals deemed unproblematic.
“There have been criticisms that the government was sending
the wrong signal by restricting access to foreign investors at
a time when Germany needs funding,” said Malterer. “As a
result the government made some last minute changes to
allow for the possibility to seek advance [negative] clearance.”
Consequently, parties could apply for an early clearance
which overall would take only a month if no issues arose.
“Seeking advance clearance may be critical and parties can
reduce uncertainty by starting talks at a very early stage,” said
Fuechsel. As for the notification to the German competition
authority, the application will have to summarise the proposed
deal and provide information on the investor and its line of
business. “In practice, parties could seek an advance clearance
and file a pre-notification with the Ministry to test the waters,”
Fuechsel added. “The clearance will be deemed to have been
granted if the Ministry does not start a formal review process
within one month following the receipt of the application.”
Should there be no issue, the Ministry may also issue a
‘comfort letter’ (certificate of non-objection) clearing the way
ahead, Uwer noted. If there were concerns, however, it could
take much longer for parties to get a final decision. “From a
Features
procedural point of view, parties will be able to seek a comfort
letter [certificate of non-objection], said Favoccia. “ If, however,
the transaction is not cleared and the Federal Ministry of
Economics and Technology orders an in-depth investigation,
the ministry will have an additional two months from the
receipt of complete information to reach a decision.”
From a timetable point of view and to minimise delays, parties
could file application with the Federal Ministry of Economics at
the same time as the notification with the Bundeskartellamt.
“Due to the fact that the one-month timeframe for an
advance clearance matches the review period of the
German competition authority, parties could seek to align
their timetables for the competition and foreign investment
approvals.” Fuechsel explained.
Final go-ahead still pending but expected soon
Amendments to the current foreign investment rules were
approved by the Parliament in February and are only waiting
the final go-head by German Federal President Horst Koehler
to go live. “The signature by the German Federal President is
in most instances rather a formality and, thus, it is unlikely that
there will be any change to the draft law,” said Fuechsel.
So far, Koehler’s office has been tight-lipped about the
prospective execution date. Claudius Paul, a Frankfurt-based
lawyer at Broich, said the execution process usually takes a
couple of weeks and a recent decision on another legislation
would indicate that a law could be promulgated about six
weeks following its submission by the Federal Government.
A spokesperson for the Federal Ministry of Economics and
Technology indicated the amendments were passed to
Koehler’s office last week and would probably take about three
weeks to be signed off. As a result, the new legislation should
come into force at the end of this month or beginning of May.
Once this has been done, it remains to be seen whether
protective measures will remain the exception, as promised,
and not become the rule. In the near future anyway, Germany
is more likely than not to be careful with political intervention if
it wants to remain an attractive place for foreign investments.
“Given the crisis, the government is requested to be very
restrictive because we cannot afford to send investors away,”
Malterer emphasised.
By Sandra Pointel
Monthly M&A Report – 6

Video-sharing websites face
consolidation
Features
China, home to the world’s largest Internet population, may see its highly fragmented online video-sharing
space significantly consolidate, said industry sources, pointing to the government’s tightening censorship
and shrinking venture capital funds.
Tudou.com [Tu Dou Wang] and Youku.com [You Ku Wang]
are currently two of the nation’s largest online video-sharing
websites, with 10m visitors and 6.5m visitors for 2008,
respectively. Hundreds of others share the space, which
boasts around 163m users, according to China Internet
Network Information Centre, a state-controlled information
centre. “It wouldn’t surprise me if only two or three [players]
are left there eventually,” an industry executive said. The
industry, he noted, is faced with two fundamental difficulties:
the shortage of VC capital and government censorship.
According to a portfolio manager of a venture capital firm with
interests in the Web 2.0 market, online video-sharing in China
is a vulnerable and “bleeding” business. “Many of them could
barely survive in the current capital market. One of the likely
outcomes is to merge with big portals.”
Most video-sharing sites in China are loss-making because
they rely solely on advertising revenue, and have not figured
out the right model to generate profits, noted the executive.
Additionally, with VC purse strings tightening due to the
credit crunch, companies starved of capital may seek to sell
themselves or simply close down.
The sluggish IPO market may also lead VC shareholders to
exit their investments via trade sales. Both Tudou and PPLive,
China’s largest online peer-to-peer Internet TV, have shelved
their IPO plans.
PPLive, which was reported to have axed 10% of its
workforce late last year, told this news service that it hopes to
break even by mid-2009.
Tudou had said in April 2008 that it intended to go public by the
end of 2009. However, when asked now if the IPO is still in
the pipeline, a company spokesperson said “even the biggest
boss would not know the answer. The IPO plan would be
postponed without a specific schedule.”
Portal operators such as Baidu, Sohu and Sina are likely to
emerge as the buyers, according to a VC portfolio manager
and a sector banker, who cited Google’s 2006 acquisition of
YouTube as an example.
ifeng.com [Feng Huang Wang], the news portal arm of
Hong Kong listed broadcaster Phoenix Satellite Television
[Feng Hong Wei Shi], is also eyeing video-sharing sites, a
company source said. The company is particularly interested
in sites with professional generated content [PGC] like Hulu,
the California, US-based online video-sharing joint venture
between NBC Universal and Fox, because it generates higher
profit margins than user generated content [UGC] providers
like YouTube.
The authority’s tightening censorship efforts are also a
concern. The Chinese government’s recent crackdown on the
online video and audio content has prompted fears that many
smaller players will be acquired or forced out of business
within two years, the industry executive said.
YouTube, the world’s largest video-sharing site owned by
Google, became inaccessible in China following its release
of a video allegedly showing Chinese forces beating Tibetans
during protests. 56.com [Wu Le Wang], dubbed as the
Chinese YouTube, was blocked for more than a month in 2008.
A Beijing-based media analyst agreed that government
regulation is the most pressing issue for online content
providers in China. From the end of 2006, the Chinese
government started to control the content uploaded to the
Internet. The regulation has become even tighter since the
beginning of 2009, as the government has realized that the
Internet is becoming a powerful tool for influencing public
opinion. In a notice published on its website at the end of
March 2009, the State Administration for Radio, Film and
Television (SARFT) published a long list of video and audio
content that it considered illegal.
Perhaps due to these tighter regulations and the financial
crisis, private equity investment into the video sharing industry
has dropped dramatically, the analyst added. So far no deals
have been inked this year.
China had 298 million netizens and a penetration rate of 22.6%
at the end of 2008.
By Dennis Li in Hong Kong and Samuel Wang in Shanghai
Monthly M&A Report – 7

The rising importance of
mid-market M&A
Certainly when the problems stemming from subprime
mortgage defaults started to receive publicity in H2 2007,
not many commentators foresaw the depth and longevity
of what was to come. A year-and-a-half down the line, the
landscape has changed dramatically with one of the most
prevalent trends being the new-found preference by private
equity and corporates alike for smaller mid-market (€10-
250m) deals which shy away from utilising debt.
Mid-market M&A review
Initially, when the subprime debacle began, it was widely
believed that the mid-market space was exempt from the
financing difficulties which were plaguing larger transactions.
However given the depth of downturn, it quickly became
clear that even smaller deals were not going to be immune
from the crisis. In Q1 2009, European mid-market deal
flow has seen 188 transactions, worth a total of €10.6bn, a
significant drop from the same period last year where there
were 577 acquisitions worth €31bn. Debt-driven mid-market
transactions began to be affected when creditors funding the
large number of highly-leveraged large-cap buyouts hastily
withdrew from funding deals in both markets due to the
wider volatility in global credit markets.
That said, the mid-market has still not been affected as much
as deals valued at over €250m, mainly because small-cap,
deals can be completed without much, or any, reliance on
debt. In a recent example of this, Roxar ASA, the listed
Norway-based solutions provider for oil and gas reservoir
management acquired Emerson Electric Company, the
listed US-based company manufacturing and technology
conglomerate, for €192m using cash to fund the transaction.
Indeed, this type of deal has become evermore prominent in
the climate where debt is scarce.
Family businesses
Features
As the financial crisis has increasingly gripped the global economy over the last two years, it has spawned
much speculation on how unfolding events impact on the M&A market.
UK M&A mid-market trends
(€10m to €250m)
Period Value (€m) Volume Average deal
size (€m)
Q1 07 51,377 382 134
Q2 07 100,857 389 259
Q3 07 38,804 362 107
Q4 07 53,153 309 172
Q1 08 41,846 391 107
Q2 08 27,967 359 78
Q3 08 64,043 233 275
Q4 08 56,302 171 329
Q1 09 13,663 113 121
In many ways family businesses, who often fall into the
mid-market range and make smaller acquisitions than private
equity or publicly-listed companies, are well positioned to
cope with the current global financial crisis. While listed
corporates and investment companies struggle with balance
sheets laden with debt, and the consequences of ‘quick
fix’ solutions, it is perhaps traditionally risk averse family
businesses which are the best placed to weather the
financial storm.
However, there are still many challenges that family
businesses must face in the coming months as a result of
the current downturn. Most pressingly, business valuations
are falling and liquidity has decreased, affecting both
companies looking for finance to make buys and grow their
business, as well as those looking to sell completely to a
third party.
Elsewhere, it is often believed that the potential divestment
of a family businesses tends to be more emotionally driven
than other businesses due to an increased attachment to the
business, which can be problematic in its own right. Indeed
throughout 2008, Cloetta Fazer, then the jointly-run familyowned
Swedish-Finnish confectioner, faced ongoing internal
disputes relating to the running of the business. According
Monthly M&A Report – 8

The rising importance of
mid-market M&A
to reports, neither party was willing to sell to one another;
therefore an initial public offering or demerger became the
most likely possibilities. The latter eventually materialised yet
only after a hostile year of debating.
Despite such obstacles, the traditional qualities of many
family-owned businesses are much sought-after in the
current climate. Indeed, many family businesses place a
strong emphasis on building partnerships with employees
and local communities over a long period of time, as well as
being well placed to make quick decisions in a fast changing
business due to a well aligned management ethos.
Private equity in 2009
Recent private equity movement into the mid-market is
abundantly clear when looking at the average deal size for
private equity buyouts in Europe. In Q2 2007, just before the
credit crisis took hold, the average private equity deal size
across the region was €239m, whilst Q1 2009 the average
deal size was a greatly reduced €25m. However, as deal
volume in the same two periods also dropped 68% from 264
transactions, it is obvious that private equity activity is waning
in both the mid-market and the large-cap market spaces.
However there are still some deals being completed in the
€10-€250m deal range. On 3 March 2009, Towerbrook Capital
Partners, the US private equity firm, acquired Autodistribution
for €110m, while towards the end of last month, a private
equity consortium consisting of Cheyne Capital Management,
Lime Rock Partners and Trafalgar made a €110m play for a
52.75% stake in Reservoir Exploration Technology.
UK buyouts
Period Value (€m) Volume Average deal
size (€m)
Q1 08 7,054 84 84
Q2 08 11,268 90 125
Q3 08 8,167 62 132
Q4 08 570 30 19
Q1 09 250 17 15
UK exits
Period Value (€m) Volume Average deal
size (€m)
Q1 08 2,738 36 76
Q2 08 2,525 33 77
Q3 08 5,975 26 230
Q4 08 1,584 15 106
Q1 09 159 8 20
Features
Nonetheless, a new draft law related to disclosure could
adversely effect European mid-market transactions in the
future, as part of the law stipulates that any company owned
by an EU private equity group that had more than €50m of
annual turnover, or an annual balance sheet total of more
than €43m, to publish its finances, strategy and outlook
every year. The cost of this has been reportedly estimated
as up to £30,000 and would include several private equity
firms involved in venture capital startups. In response, Simon
Walker, chief executive of the British Private Equity and
Venture Capital Association told the Financial Times that,
“this [law] will provide a profound disincentive to be owned
by a private equity fund.”
Outlook
As the private equity market continues to stagnate, sellers
in the private equity market need to be realistic about the
prospects of selling, as valuations continue to fall. However,
for cash-rich buyers, this appears to be a good time to make
strategic buys in order to gain a competitive market position
in the future.
By Anna Henderson, Remark
Monthly M&A Report – 9

Signs that a sick market is
returning to health?
Features
With the global macroeconomic climate having shown tentative signs of recovery recently, the question on
many M&A practitioners’ lips is whether the global M&A market is close to its inflection point or not.
Certainly, the market is a shadow of its former self, having
witnessed a 35% fall in deal volume and an 18% drop in
valuations over the year. However, a cursory look at the
numbers, suggests the market may be starting to find
its feet.
For example, 505 M&A transactions worth a staggering
US$546bn failed in 2008, equating to 3% of annual deal flow.
In comparison, the proportion of failed bids to completed
transactions in 2007 amounted to 2.2%. This, in itself, is
unsurprising – the credit crunch and the ripple effect it had
across the globe doubtlessly sheared a number of the more
poorly-thought out takeovers orchestrated during the second
half of 2007. However, the spike in abortive takeovers in Q4
2008 was surprising – fully 6.2% of all ongoing M&A deals at
the beginning of the period lapsed by the end of the year.
What was also relatively unexpected was how quickly the
market returned to some semblance of normality following
an admittedly terrible quarter for global deal-making. By the
end of Q1 2009, the percentage of failed transactions to the
total number announced in that period had fallen to around
3.6% – still higher than the average for the past two years,
but down to a more agreeable proportion.
From this, it appears market players are beginning to adjust
to a new deal-making reality. For instance, of the top ten
failed M&A transactions last year, seven were initially
announced before the onset of the sub-prime crisis in August
2007. At the same time, only one was announced after the
collapse of Lehman Brothers in mid-September last year,
suggesting the multitude of highly-leveraged plays instigated
during the 2007 buyout boom, such as the failed US$48.1bn
LBO bid for BCE Inc, a Canadian corporation, announced in
late June 2007, are finally filtering out of the market.
What does this new deal terrain look like? Mega-cap bids,
such as BHP Billiton’s US$147bn bid to acquire Rio Tinto,
which lapsed in late November last year, indicate that players
are now wary of undertaking deals in the large-cap space
or are unable to do so without access to affordable credit
– a factor that could explain why company valuations have
declined of late. In Q4 2008, the average size of failed bids
excluding the BHP/Rio Tinto transaction stood at US$1bn – in
Q1 2009, this figure had fallen to just US$381m.
Furthermore, in the current tough market, bidders have
increasingly adopted a more rational approach to M&A,
conducting rigorous due diligence to ensure any acquisition
will enhance their business rather than harm it. The rush
of high-profile deals completed following the collapse of
Lehman Brothers, such as Nomura’s acquisition of the
beleaguered bank’s EMEA operations as well as Lloyds
Banking Group’s US$11bn purchase of HBOS, were both
completed within a matter of days and have subsequently
proven to have been disastrous moves. In the month
following Nomura’s acquisition, the bank’s share price
dropped by more than 10% against already-depressed global
banking equity indexes, while Lloyds was consequently
bailed-out by the UK Government following its foray into the
M&A markets.
Unsurprisingly, Financial Services takeovers was the arena
in which most M&A players burnt their fingers in 2008 and
Q1 2009, accounting for 13.4% of all failed transactions.
Furthermore, more than one in ten Energy and Mining
acquisitions also failed over the period. It would, however,
seem that would-be acquirers of Financial Services and
Energy assets have learnt their lesson from this – only 7.7%
and 4.6% of all failed deals in Q1 2009 fell into two sectors
respectively. On the other hand, failed Mining transactions
increased to around 14% in the first quarter of the year.
Private equity players are also beginning to adjust to this
new reality, with just 2.6% of all private equity transactions
announced in Q1 2009 having lapsed, compared to 4.7%
the previous quarter. Buyouts such as the aforementioned
BCE transaction, as well as the proposed US$2.15bn buyout
of Neuberger Berman, the US based investment advisory
and asset management firm by Bain Capital and Hellman &
Friedman, two US private equity firms, all fell by the wayside
during the last quarter of the year, an omen that private
Monthly M&A Report – 10

Signs that a sick market is
returning to health?
equity firms across the globe took to heart – so much so
in fact that the only billion dollar financial transaction to go
under this year wasn’t strictly a private equity buyout but
an MBO.
The recent splurge of deals announced this Monday (20 April)
is testimony to the fact that global M&A markets might have
troughed. An astounding 11 transactions, worth a total of
US$14.4bn were announced that day, including three multibillion
dollar transactions: The largest saw Oracle Corporation
acquire Sun Microsystems in a US$8.3bn merger, while
GlaxoSmithKline’s acquisition of Stiefel Laboratories, Inc
for US$3.3bn and the US$2.5bn acquisition of Banco
UBS Pactual, the Brazil based investment bank, by BTG
Investments, the Brazilian investment firm, made up the trio.
However, while an increasing amount of evidence now
suggests the strength of the global economic downturn is
waning, global M&A markets will still remain delicate in the
weeks and months to come. Citigroup’s co-head of European
M&A suggests “structural barriers, such as availability of
credit, volatility levels and macro-economic uncertainty still
remain”. Whatever happens over the next two quarters,
the global M&A market – heavily battered by a two-year
economic storm – will need much nurturing to return it to
full health.
By Douglas Robinson, Remark
Features
Monthly M&A Report – 11

North America
Rebound Hopes for the Economy
• Americans appear to be wondering whether the slight
rease in the housing market activity, the modest rise
in wholesale sales and five consecutive weeks of gain
on the US stock market could signal a longer-term
improvement. The answer will partly rely on the quarterly
earnings reports expected to be released throughout the
month of April. Goldman Sachs was the first one to give
some rather good news and report better-than-expected
earnings. The following results from other major banks
and consumer brands will give a slight clue whether the
US economy could see an upward shift in the second half
of the year and show whether the recent strong rally on
the US stock market is sustainable.
• While North American M&A activity decreased by volume
in the first quarter comparing to Q4 2008, quarterly overall
deal value more than doubled comparing to the previous
one. The recent acquisition of Wyeth, Genentech and
Schering Plough Corporation alone totaled approximately
$150bn. The Pharma, Medical and Biotech industry
recorded approximately $119bn in deal value during the
first quarter of 2009.
• Although the Financial Services sector is seeing modest
encouraging signs, there are lots of remaining issues
to solve before there is an answer as to whether the
worst of the credit crunch of over. Indeed, the threat
of a prolonged recession is still a likely possibility. The
prospect of bankruptcy of General Motors’ is among
the latest to fall victim to the downturn. Looking at the
agenda, on 24 April, a group of seven finance ministers
will gather in Washington for the G7 meeting in efforts to
revive the ailing global economy.
Cash-rich Predators
North America
• M&A activity may see an upswing in 2009 with cash-rich
companies looking to acquire competitors while taking
advantage of the decreasing deal valuations. Pfizer ,
the listed US based global pharmaceutical company, is
spending $43.94bn in cash and $22.88bn in equity to
acquire Wyeth, the listed US based pharmaceuticals,
consumer health care and animal health care products
company, in a move that will produce a premier
biopharmaceutical company with a diversified health care
portfolio. Cisco Systems, the listed US based provider
of networking solutions, which has $23.1bn in cash,
recently acquired Pure Digital Technologies, the US based
manufacturer of camcorders, for $590m. More recently,
the Microsoft Corporation, the listed US based software
company, which has cash reserves of $20.7bn, has spent
$9m to purchase 3DV Systems, the Israel based threedimensional
video imaging development company.
• Speculation regarding which cash-rich players will be next
to announce acquisitions continues. IBM Corporation,
the listed US based information technology company, has
recently dropped out of talks with Sun Microsystems, the
listed US based provider of industrial-strength hardware,
software and services, to acquire the company leaving its
$12.7bn in cash reserves intact to spend on other targets.
Johnson & Johnson, the listed US based manufacturer
of health care products, as well as a provider of related
services, for the consumer, pharmaceutical, and medical
devices and diagnostics markets, is also reportedly
looking to make a number of acquisitions in the near
future. The company has $4.7bn in cash to spend. It
has recently acquired Mentor Corporation, the listed US
based company engaged in manufacturing, developing
and marketing science-based products for the aesthetics
specialties fields, which specializes in breast implants, for
$1.1bn. Other firms that may be looking to buy include:
Apple, the listed US based technological company, which
has $25.7bn in cash, while ExxonMobil Corporation,
the listed US based energy company, is free to spend
$25.4bn of its cash reserves.
Monthly M&A report – 12

The Potential Impact of the Energy, Mining
& Utilities Sector
• In March 2009, a mega deal was announced in the
Energy, Mining & Utilities sector with Suncor Energy
agreeing to buy Petro-Canada for approximately $18.39bn.
The companies have operations in the oil sands of
Canada, which have the largest oil reserves outside the
Middle East. The transaction has been championed as a
smart deal, since Suncor is making a buy at a time when
crude prices for May delivery are trading at $53 a barrel,
a decrease from last year’s peak of $147. In addition, a
share-swap deal is ideal as countries around the world are
dealing with a credit crunch. Suncor’s purchase of Petro-
Canada stands in contrast to other takeouts of Canadian
companies operating in the Energy, Mining & Utilities
sector. The acquisition by Xstrata Plc of Falconbridge
Ltd, the listed Canada based producer of zinc, nickel and
copper, for $23.66bn at the height of the commodities
bubble in 2006, and the purchase by Rio Tinto Plc of
Alcan, the listed Canada based producer and supplier of
aluminum sheet, foil, wire and cable, and extrusions, in
2007 for $43.72bn have been classified by some industry
insiders as inflated.
North America
• Taking into consideration the great production potential
of the region, a question arises whether any other deals
equivalent in size, or even greater, than the Suncor
Energy and Petro-Canada transaction are possible in
Canada in the Energy, Mining & Utilities sector during
2009. Total E&P Canada Ltd. has expressed interest in
the listed Canada based energy company UTS Energy
Corporation. However, the company has commenced
an auction process after it rejected Total E&P Canada’s
C$617m ($504.3m) bid in January 2009 citing it as
inadequate. With a market cap of $176m, OPTI Canada,
the listed Canada based oil sands development company,
has been named as another potential takeout target.
Athabasca Oil Sands Corp, the Calgary-based oil sands
junior, has also been identified as a company that may
draw interest from one of the ten largest Exploration and
Production (E&P) companies in the world. The company
has an attractive networking interest in about 1.3m acres,
along with three other major areas in northern Alberta. It
will be interesting to see whether BP plc, Imperial Oil and
ExxonMobil, who have all shown some interest in the oil
sands sector, will find attractive targets among Energy,
Mining & Utilities companies operating in Canada.
Monthly M&A report – 13

Deal of the month
Target: Schering Plough Corporation Announced: 9 March 2009
Bidder: Merck & Co Inc Deal value: $43,1974m
Seller: - Deal nature: Recommended; Domestic; Public
TENDER OFFER
• Schering-Plough Corporation (SGP), a New Jersey
corporation, has signed a definitive agreement to
combine with Merck & Co., Inc. (MRK), a New Jersey
corporation. The boards of directors of both companies
have approved the transaction, which will be structured
as a reverse merger.
• Schering-Plough, a US based company headquartered
in Kenilworth, NJ, is a global health care company.
• Merck, a US based company headquartered in
Whitehouse Station, NJ, is a global pharmaceutical
company.
TERMS
• $10.50 and 0.5767 of a share of the combined company
will be exchanged for each SGP share.
• This represents a value of $23.61 for each SGP share
based on MRK’s closing share price on 6-Mar-09 of
$22.74.
• The offer provides a premium of 33.9% based on MRK’s
closing share price on 6-Mar-09 of $17.63.
• The implied equity value of the transaction is approx.
$38.4bn.
• If a superior offer were to emerge for Schering-Plough,
the company would be required to give Merck at least 3
business days to make adjustments to its current offer
before Schering-Plough’s board of directors could effect a
change of recommendation of the deal, and vice versa.
CONDITIONS
• HSR (USA)
• EC (Europe)
• Schering-Plough EGM (majority affirmative vote
required to approve)
• Merck EGM (majority affirmative vote required
to approve)
FINANCING
North America
• The cash portion, which represents approx. 44% of the
total consideration, will be financed with a combination
of $9.8bn from existing cash balances and $8.5bn from
committed financing to be provided by JPMorgan.
POST DEAL DETAILS
• Each Merck share will be converted to a share of the
combined company. Merck shareholders will own approx.
68% of the combined company, leaving the remaining
32% stake to Schering-Plough shareholders. Merck
Chairman, President and CEO Richard T. Clark will lead
the combined company, which will be known under
the name Merck and headquartered in Whitehouse
Station, NJ.
EXPECTED CLOSE
• The transaction is expected to close in the 4th quarter
of 2009.
TERMINATION FEE
• $1.25bn, or 3.25% based on the implied equity value of
the deal. The per-share increase required to cover this fee
in a superior offer would be $0.77.
• If the agreement is terminated pursuant to an acquisition
proposal for Merck, there would be a reverse termination
fee and the parent would owe the company $1.25bn.
• If Merck fails to obtain the proceeds of the financing, then
Merck shall pay Schering-Plough a Financing Termination
Fee of $2.5bn, or 6.5% based on the implied equity value
of the deal.
POST DEAL DETAILS
• ∑ Each Merck share will be converted to a share of the
combined company. Merck shareholders will own approx.
68% of the combined company, leaving the remaining
32% stake to Schering-Plough shareholders. Merck
Chairman, President and CEO Richard T. Clark will lead
the combined company, which will be known under the
name Merck and headquartered in Whitehouse Station,
NJ.
Monthly M&A report – 14

Deal of the month
RATIONALE & SYNERGIES
• By leveraging the combined company’s expanded product
offerings, Merck expects to benefit from additional
revenue growth opportunities. The transaction is
anticipated to be modestly accretive to non-GAAP EPS
in the first full year following completion and significantly
accretive thereafter. Merck expects to achieve substantial
cost savings of approx. $3.5bn annually beyond 2011.
UPDATES
Exit multiples - Y/E 31/12/2008 Premium analysis
Multiples Value ($m) Offer price per share ($) 23.61
Revenue 2.3x 18,502 1 day before 33.92%
EBITDA 8.7x 4,946 1 month before 17.52%
EBIT 16.7x 2,585 1 day after 12%
Earnings 22.1x 1,753 Pre-rumour -
Advisers
Target / Seller Bidder
Financial Goldman Sachs
Morgan Stanley
Financial JPMorgan
Legal Shearman & Sterling (Advising Morgan Stanley) Legal Cleary Gottlieb Steen & Hamilton
Wachtell, Lipton, Rosen & Katz
Skadden Arps Slate Meagher & Flom
Sullivan & Cromwell (Advising Goldman Sachs)
Blake, Cassels & Graydon
Fried Frank Harris Shriver & Jacobson
PR - Financial Joele Frank Wilkinson Brimmer Katcher
mergermarket Intelligence
13-Mar-09 Schering-Plough’s animal health businesses could be bundled into Merck's Merial JV or sold - sources
10-Mar-09 Schering-Plough: Merck will term out USD 3bn bridge into bond market and may sell animal health business - sources
10-Mar-09 Merck and Schering initiated merger talks in December; J&J strongly seen as moving to arbitration - sources
20-May-08 Schering Plough: Remicade and Vytorin change of control makes JNJ and Merck the only likely buyers - sources
North America
• 23-Mar-09: With the assistance of lead arranger
JPMorgan, Merck has completed primary syndication of
$7bn of new credit facilities, which will be used to finance
the merger. Commitments for the new credit facilities
were provided by the following co-arrangers: Bank of
America, BNP Paribas, Citi, Credit Suisse, HSBC, The
Royal Bank of Scotland plc, Santander and UBS. Merck
has also secured commitments for the amendment of its
existing $1.5bn revolving credit facility that will allow the
facility to remain in place after the merger.)
Monthly M&A report – 15

Deal of the month
North America
Timetable and Expected Events
Regulatory Date Notes
HSR (USA) 30 calendar day waiting period; further 30 calendar days following compliance with the request for additional information
EC Notification (Europe) Refers to approval by the European Commission; 25/35 trading days for Phase-1 decision, further 90 trading days if
referred to Phase-2
Last date for Art. 9/Art.
22 request
15 trading days from EC notification
Last day for remedies
within phase 1
20 trading days from EC notification, will cause 10 trading day extension if remedies submitted
Art. 9/Art. 22 decision 10 trading days from request
EC Decision
Offer Timetable
25 trading days from notification standard
Termination Date 08-Dec-09 Refers to date by which merger must be completed before agreement must be amended; can be extended to 8-Mar-10
under certain circumstances
Prelim Proxy Refers to preliminary proxy statement filed with SEC, reviewing process typically lasts at least 30 calendar days, and can
be as long as 60 calendar days
Def Proxy Refers to definitive proxy statement declared effective by SEC
Effective Date Refers to date merger becomes effective, normally 2 trading days after EGM approval
Settlement Date
Company Events
Refers to date payment can be expected by, normally within 5 business days of Effective Date in state of New Jersey
MRK AGM 28-Apr-09 Refers to company annual general meeting
SGP EGM Refers to approval of merger by target's shareholders; majority affirmative vote required to approve; normally 1month
from definitive proxy
MRK EGM Refers to approval of merger by bidder's shareholders; majority affirmative vote required to approve; normally 1month
from definitive proxy
SGP EGM record date Refers to date shares must be held by in order to vote at the EGM
MRK EGM record date Refers to date shares must be held by in order to vote at the EGM
Monthly M&A report – 16

Top deals
Top 15 North American announced deals for YTD 31 Marcht 2009
Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia
Revenue EBITDA P/E
1-day before
26-Jan-09 P Wyeth Pharma,
Medical &
Biotech
30-Jan-09 C Genentech Inc
(44.10% stake)
9-Mar-09 P Schering Plough
Corporation
Pharma,
Medical &
Biotech
Pharma,
Medical &
Biotech
23-Mar-09 P Petro-Canada Energy,
Mining &
Utilities
19-Mar-09 C IndyMac Federal
Bank FSB
16-Mar-09 P CF Industries
Holdings Inc
12-Jan-09 C Advanced Medical
Optics Inc
3-Mar-09 P Magellan
Midstream Holdings
LP
Financial
Services
Business
Services
Pharma,
Medical &
Biotech
Energy,
Mining &
Utilities
North America
Deal value
($m)
Pfizer Inc 2.8 11.7 15.3 14.7% 64,015
Roche Holding Ltd 7.7 17.4 29.6 13.0% 47,120
Merck & Co Inc 2.3 8.7 22.1 33.9% 43,198
Suncor Energy Inc 0.8 2.8 6.2 34.8% 18,391
OneWest Bank FSB n/a n/a n/a - 13,900
Agrium Inc 0.8 2.4 6.2 9.8% 3,023
Abbott Laboratories 2.3 11.3 22.7 148.6% 2,711
Magellan Midstream
Partners LP
3-Feb-09 P Terra Industries Agriculture CF Industries Holdings
Inc
23-Feb-09 P NOVA Chemicals
Corporation
7-Mar-09 P Asarco LLC
(operating assets)
Industrials &
Chemicals
Energy,
Mining &
Utilities
12-Mar-09 P CV Therapeutics Inc Pharma,
Medical &
Biotech
27-Feb-09 L CV Therapeutics Inc Pharma,
Medical &
Biotech
9-Feb-09 C OVATION
Pharmaceuticals Inc
6-Feb-09 C Offshore
International Group
Inc
Pharma,
Medical &
Biotech
Energy,
Mining &
Utilities
International Petroleum
Investment Company
Sterlite Industries (India)
Limited
1.8 5.1 13.4 25.0% 2,220
0.8 3.0 4.4 35.2% 2,172
0.3 4.6 (loss) 347.8% 2,028
Asarco LLC 0.9 0.0% 1,700
Gilead Sciences Inc 8.5 (loss) (loss) 25.0% 1,314
Astellas Pharma Inc 6.8 (loss) (loss) 0.9% 1,057
Lundbeck Research
USA Inc
Ecopetrol SA; and Korea
National Oil Corporation
GTCR Golder
Rauner LLC
- 900
- 900
C = Completed; P = Pending; L = Lapsed Source: mergermarket
Monthly M&A report – 17

Top deals
Top 5 North American announced deals of the month (Marcht 2009)
Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia
Revenue EBITDA P/E
1-day before
9-Mar-09 P Schering Plough
Corporation
Pharma,
Medical &
Biotech
23-Mar-09 P Petro-Canada Energy,
Mining &
Utilities
19-Mar-09 C IndyMac Federal
Bank FSB
16-Mar-09 P CF Industries
Holdings Inc
3-Mar-09 P Magellan
Midstream Holdings
LP
Financial
Services
Business
Services
Energy,
Mining &
Utilities
North America
Deal value
($m)
Merck & Co Inc 2.3 8.7 22.1 33.9% 43,198
Suncor Energy Inc 0.8 2.8 6.2 34.8% 18,391
OneWest Bank FSB n/a n/a n/a - 13,900
Agrium Inc 0.8 2.4 6.2 9.8% 3,023
Magellan Midstream
Partners LP
1.8 5.1 13.4 25.0% 2,220
C = Completed; P = Pending; L = Lapsed Source: mergermarket
Monthly M&A report – 18

Expected deals
Pipeline of North American expected deals
Situation Target company Sector Potential bidder
company
Expected deal Alcoa Inc Energy,
Mining &
Utilities
Expected deal Network
Appliance Inc
Expected deal Aviva Canada
Inc
Expected deal Open Text
Corporation
Expected deal "Morton
International
Inc.
Financial
adviser to
bidder (B);
target (T);
seller (S)
Seller company Market
cap/ est.
value
($m)
Comments
North America
BHP Billiton plc 6,254 BHP Billiton (NYSE: BHP), the Anglo Australian listed
miner, could be interested in US metals group Alcoa
(NYSE: AA), the Australian Financial Review reported.
According to an unsourced report in the paper’s
Street Talk column, BHP has secured significant
financing over the last few weeks and is expected to
move on an acquisition. The report noted that Alcoa’s
shares have seen heavy trading and there have been
rumours that BHP could be getting into position to
buy a stake. Alcoa’s market cap is much lower than it
was this time last year, noted the report.
TMT Hewlett-Packard
Company
Financial
Services
TMT Undisclosed
bidder
5,200 NetApp (NASDAQ:NTAP), the Sunnyvale, California
storage company, could be the next technology
company to be sold, reported Barron’s. The
report, part of a story looking at how NetApp will
suffer if IBM (NYSE:IBM) buys Sun Microsystems
(NASDAQ:JAVA), cited Broadpoint. AmTech hardware
analyst Brian Marshall as saying that Hewlett-Packard
(NYSE:HPQ) wants to boost its storage business and
is eyeing a buy of NetApp. According to the report,
the analyst said NetApp is the next technology
company to be sold.
ING Canada Aviva Plc 2,500 ING Canada (TSE:IIC) could acquire Aviva’s (LON:AV)
Canadian operations, according to the National Post
on 11 March. Unidentified persons familiar with
the situation said in a report from the newspaper’s
Financial Post section that ING Canada, the Toronto,
Ontario-based insurer, is in the early stages of
mulling over the possibility of tabling a bid for
London, England-based Aviva’s assets in Canada.
According to the report, ING Canada, whose war
chest is worth approximately CAD 1.0bn (USD
0.782bn), would probably need to raise an additional
CAD 2.0bn (USD 1.56bn) to cover the book value of
Aviva Canada.
1,760 Open Text (NASDAQ:OTEX), the Waterloo, Ontariobased
software company with a USD 1.76bn market
cap, remains a possible takeover target, said Report
on Business Magazine. A report in the April edition
of the publication cited David Shore, an analyst with
Research Capital, as having said in a research note
that Open Text could eventually be acquired by a
rival.
With less than one week before the completion of
the Dow/Rohm and Haas merger, the sale process
for Morton Salt is progressing rapidly with bidders
having completed due diligence on the unit, sources
familiar with the situation said. To significantly reduce
the USD 12.5bn bridge used by Dow (NYSE: DOW,
BBB/Baa1) to acquire Rohm and Haas (NYSE: ROH,
BBB/Baa1) and maintain its investment grade rating,
the company outlined a debt reduction plan of
approximately USD 8bn: a debt issuance of around
USD 4.3bn and an aggressive asset divestment
program expected to yield roughly USD 4bn. One
of the sources said four bidders were allowed
to conduct diligence on the Rohm and Haas salt
division, of which German salt producer, K+S was
one of the parties. In light of the limited amount of
strategic salt players, two additional sources said
private equity was believed to make up the majority
of potential suitors for the business.
Monthly M&A report – 19

Expected deals
Situation Target company Sector Potential bidder
company
Expected deal Heartland
Payment
Systems Inc
Expected deal bebe stores,
inc.
Expected deal Axsys
Technologies,
Inc
Expected deal Major Drilling
Group
International
Inc
Expected deal Wabash
National Corp
Financial
Services
Bank of America
Corporation;
JPMorgan Chase
& Co.; or Fifth
Third Bancorp
Consumer Undisclosed
bidder
Industrials &
Chemicals
Energy,
Mining &
Utilities
Industrials &
Chemicals
Undisclosed
bidder
Layne
Christensen
Company; or
Boart Longyear
Limited
Undisclosed
bidder
Financial
adviser to
bidder (B);
target (T);
seller (S)
Advising
target: Bank
of Nova
Scotia;
TD Bank
Financial
Group
Seller company Market
cap/ est.
value
($m)
Comments
North America
800 Heartland Payment Systems (NYSE: HPY), the
electronic payment processing company based in
Princeton, New Jersey, could find itself seeking a
buyer, an industry source and analyst said. Heartland,
which announced a security breach earlier this year,
also could emerge from the crisis in fair condition if
an FTC investigation finds that it maintained proper
security practices, the industry source noted. Big
players like JPMorgan, Bank of America and Fifth
Third could target Heartland because they would
want its merchant contracts and transaction volume,
the analyst said.
460 Bebe Stores, the women’s apparel retailer, is
currently seen as a prime take-private candidate
following its recent executive management shakeup,
industry sources say. The Brisbane, California-based
company, with a market cap of USD 460m, could see
a take-private deal as a way to conduct its necessary
restructuring away from the glare of the public
markets, these people said.
409 Axsys Technologies, Inc. (AXYS), a global leader in
the design and development of high-performance
surveillance cameras, imaging systems and related
motion control technologies, announced that it is
evaluating the possible sale of the company.
240 Major Drilling Group International (TSE:MDI), the
Moncton, New Brunswick-based drilling services
company, could be an attractive target down the
road, said several analysts. The company’s low share
price alone makes it extremely attractive, but it also
consistently generates significant revenues, the
first analyst said. Major is one of the largest drilling
services companies in the sector, which also makes
it an ideal takeout candidate, the same analyst said.
Two of the analysts covering the company said that
it would be attractive to its competitors like listed
Sydney, Australia-based Boart Longyear and listed
Mission Woods, Kansas-based Layne Christensen. It
would also be attractive to financial buyers and larger
mining companies looking to penetrate the services
side of operations.
129 Wabash National Corporation (NYSE:WNC) provided
an update on the status of its delayed Annual Report
on Form 10-K for the fiscal year ended December
31, 2008. On March 16, 2009, the Company filed a
notification of late filing indicating that it was unable
to complete and file the Form 10-K by its original
due date because it was continuing to assess its
financial position and liquidity requirements in light of
recent and ongoing economic conditions that have
negatively impacted the Company’s operating results
and caused instability in the capital markets. The
company is reviewing strategic alternatives.
Monthly M&A report – 20

League tables
Top 20 financial advisers
value
YTD
31-Mar-2009
House Value
($m)
Deal
count
1 Goldman Sachs 165,606 23
2 Morgan Stanley 140,534 24
3 JPMorgan 110,705 19
4 Bank of America Merrill Lynch 82,493 22
5 Barclays Bank 81,543 6
6 Citigroup 66,618 11
7 Evercore Partners 64,170 4
8 Greenhill & Co 47,470 2
9 Deutsche Bank 37,714 16
10 RBC Capital Markets 25,197 14
11 CIBC World Markets 18,947 6
12 UBS Investment Bank 9,077 19
13 Rothschild 6,570 14
14 Credit Suisse 6,102 14
15 Scotia Capital 4,280 6
16 Lazard 3,045 14
17 Tudor, Pickering, Holt & Co 2,873 2
18 BMO Capital Markets 2,188 12
19 HSBC Bank 2,028 1
20 Royal Bank of Scotland Group 1,758 2
Source: mergermarket
volume
YTD
31-Mar-2009
House Value
($m)
North America
The financial adviser league tables by value and volume have been run from 01 January 2008 to 31 March 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
value
YTD
31-Mar-2009
House Value
($m)
Deal
count
1 Skadden Arps Slate Meagher & Flom 165,238 26
2 Wachtell, Lipton, Rosen & Katz 113,291 8
3 Sullivan & Cromwell 98,986 13
4 Davis Polk & Wardwell 91,666 6
5 Shearman & Sterling 74,594 21
6 Simpson Thacher & Bartlett 71,828 8
7 Dewey & LeBoeuf 69,746 17
8 Paul Weiss Rifkind Wharton & Garrison 67,655 12
9 Clifford Chance 67,494 9
10 Stikeman Elliott 66,666 13
11 Blake, Cassels & Graydon 66,201 16
12 Debevoise & Plimpton 64,647 6
13 Cadwalader, Wickersham & Taft 64,015 2
14 Cleary Gottlieb Steen & Hamilton 59,439 13
15 Latham & Watkins 54,437 23
16 Cravath Swaine & Moore 51,620 10
17 Wilson Sonsini Goodrich & Rosati 48,905 12
18 Freshfields Bruckhaus Deringer 47,420 4
19 Homburger 47,120 1
20 Fried Frank Harris Shriver & Jacobson 43,482 5
Source: mergermarket
volume
Deal
count
1 Morgan Stanley 140,534 24
2 Goldman Sachs 165,606 23
3 Bank of America Merrill Lynch 82,493 22
4 JPMorgan 110,705 19
5 UBS Investment Bank 9,077 19
6 Deutsche Bank 37,714 16
7 Houlihan Lokey 1,049 15
8 RBC Capital Markets 25,197 14
9 Rothschild 6,570 14
10 Credit Suisse 6,102 14
11 Lazard 3,045 14
12 BMO Capital Markets 2,188 12
13 Citigroup 66,618 11
14 Deloitte 53 9
15 William Blair & Company 163 8
16 Barclays Bank 81,543 6
17 CIBC World Markets 18,947 6
18 Scotia Capital 4,280 6
19 Macquarie Group 1,229 6
20 TD Securities 812 6
YTD
31-Mar-2009
House Value
($m)
The legal adviser league tables by value and volume have been run from 01 January to 31 March 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
Source: mergermarket
Deal
count
1 Skadden Arps Slate Meagher & Flom 165,238 26
2 Jones Day 4,441 24
3 Latham & Watkins 54,437 23
4 Shearman & Sterling 74,594 21
5 Dewey & LeBoeuf 69,746 17
6 Blake, Cassels & Graydon 66,201 16
7 Cooley Godward Kronish 3,126 16
8 Weil Gotshal & Manges 3,013 16
9 Kirkland & Ellis 1,784 15
10 DLA Piper 1,036 15
11 Sullivan & Cromwell 98,986 13
12 Stikeman Elliott 66,666 13
13 Cleary Gottlieb Steen & Hamilton 59,439 13
14 Morgan Lewis & Bockius 2,467 13
15 O'Melveny & Myers 767 13
16 Paul Weiss Rifkind Wharton & Garrison 67,655 12
17 Wilson Sonsini Goodrich & Rosati 48,905 12
18 White & Case 1,801 11
19 Morrison & Foerster 1,259 11
20 Cravath Swaine & Moore 51,620 10
Source: mergermarket
Monthly M&A report – 21

League tables
Activity table of private equity firms on North American buyouts
value
YTD
31-Mar-2009
House Value
($m)
Deal
count
1 Stone Point Capital 13,900 2
2= J.C Flowers & Co 13,900 1
2= MSD Capital 13,900 1
2= Soros Strategic Partners 13,900 1
5= Alinda Capital Partners 653 1
5= GE Capital 653 1
7 JLL Partners 569 2
8 Advent International 561 1
9 MatlinPatterson Global Advisers 524 2
10 One Equity Partners 248 2
Source: mergermarket
volume
YTD
31-Mar-2009
House Value
($m)
North America
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 to 31 March 2009 and exclude lapsed and withdrawn deals
Activity table of private equity firms on North American exits
value
YTD
31-Mar-2009
House Value
($m)
Deal
count
1 GTCR Golder Rauner 900 2
2= Apax Partners 700 1
2= HealthCap 700 1
2= Sofinnova Partners 700 1
5 Benchmark Capital 637 3
6= Crescendo Ventures 590 1
6= Focus Ventures 590 1
6= Heights Capital Management 590 1
6= Samsung Venture Investment 590 1
6= Sequoia Capital 590 1
Source: mergermarket
volume
Deal
count
1 Stone Point Capital 13,900 2
2 JLL Partners 569 2
3 MatlinPatterson Global Advisers 524 2
4 One Equity Partners 248 2
5 Welsh, Carson, Anderson & Stowe 100 2
6 ABS Capital Partners 58 2
7= Hall Capital Partners - 2
7= KPS Capital Partners - 2
7= Lake Capital - 2
7= Platinum Equity - 2
YTD
31-Mar-2009
House Value
($m)
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 USA and
Canada The tables by value and volume have been run from 01 January to 31 March 2009 and exclude lapsed and withdrawn deals
Deal
count
1 Benchmark Capital 637 3
2 Intel Capital 65 3
3 GTCR Golder Rauner 900 2
4 Matrix Partners 47 2
5 Warburg Pincus 44 2
6 Gen Cap America - 2
7= Apax Partners 700 1
7= HealthCap 700 1
7= Sofinnova Partners 700 1
10 Crescendo Ventures 590 1
Source: mergermarket
Monthly M&A report – 22

Trend graphs
North American M&A quarterly trend
value volume
value ($m)
600,000
500,000
400,000
300,000
200,000
100,000
0
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
North American M&A quarterly private equity trend
value volume
value ($m)
250,000
200,000
150,000
100,000
50,000
0
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
North American
buyouts
North American
exits
number of deals
number of deals
1,400
1,200
1,000
800
600
400
200
300
250
200
150
100
50
North America
0
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
Moving
average
trend line
0
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
North American
buyouts
North American
exits
Monthly M&A report – 23

Trend graphs
North American M&A annual trends
value volume
value ($bn)
1,800
1,600
1,400
1,200
1,000
800
600
400
200
0
2003
2004
2005
2006
2007
2008
YTD 2009
All North American M&A
North American buyouts
North American exits
North American M&A Sector Breakdown YTD 2009
value volume
0.1% 0.2%
0.1% 0.8%
1.1%
0.4%
1.4% 2.5%
1.0%
3.2%
0.6%
88.5%
TMT
Industrials & Chemicals
Business services
Financial services
Pharma, Medical & Biotech
Energy, Mining & Utilites
Defence
Agriculture
Real Estate
Consumer
Construction
Leisure
Transport
number of deals
10.3%
6,000
5,000
4,000
3,000
2,000
1,000
8.6%
12%
0
3.0%
2003
2004
1.3% 1.3% 1%
2.7%
0.3%
12.3%
2005
19.9%
12.3%
2006
15%
2007
North America
2008
YTD 2009
All North American M&A
North American buyouts
North American exits
TMT
Industrials & Chemicals
Business services
Financial services
Pharma, Medical & Biotech
Energy, Mining & Utilites
Consumer
Construction
Leisure
Transport
Real Estate
Defence
Agriculture
Monthly M&A report – 24

Trend graphs
North American M&A deal size breakdown
value volume
value ($bn)
1,000
800
600
400
200
0
H1
2003
H2
2003
H1
2004
H2
2004
H1
2005
H2
2005
H1
2006
H2
2006
H1
2007
H2
2007
H1
2008
H2
2008
H1
2009*
> $501m
$251m - $500m
$101m - $250m
$15m - $100m
$5m - $14.9m
number of deals
2,800
2,600
2,400
,2200
2,000
1,800
1,600
1,400
1,200
1,000
800
600
400
200
0
H1
2003
1000
800
600
400
200
0
H2
2003
H1
2004
H2
2004
H1
2005
H2
2005
H1
2006
H2
2006
H1
2007
North America
H2
2007
H1
2008
H2
2008
H1
2009*
> $501m
$251m - $500m
$101m - $250m
$15m - $100m
$5m - $14.9m
Value not disclosed
Monthly M&A report – 25

Mid-market deals
Top 10 North American announced mid market deals for YTD 31 March 2009
($10m to $250m)
Announced Status Target company Sector Target/seller
financial
adviser
2-Mar-09 P VeriSign Inc
(Communication
Services Group)
12-Jan-09 C Ablation Frontiers
Inc
10-Feb-09 P Uranium One Inc
(19.95% stake)
26-Jan-09 P Allen-Vanguard
Corporation
10-Feb-09 P TUSK Energy
Corporation
12-Mar-09 C Mo Industries
Holdings Inc (67%
stake)
Business
Services
Pharma,
Medical &
Biotech
Energy, Mining
& Utilities
Advising
seller: Morgan
Stanley
Target/seller legal
adviser
Advising seller:
Cleary Gottlieb
Steen &
Hamilton
JPMorgan Linklaters;
Wilson Sonsini
Goodrich &
Rosati
BMO Capital
Markets
Defence Genuity
Capital
Markets;
RBC Capital
Markets
Energy, Mining
& Utilities
18-Mar-09 P Sensor Switch Inc Industrials &
Chemicals
2-Feb-09 C Venoco Inc
(Hastings
Complex)
19-Mar-09 P ACON
Laboratories Inc
(Second Territory
Rapid diagnostics
business)
27-Jan-09 P MarkWest Liberty
Midstream (40%
stake)
Macquarie
Group; Scotia
Capital
Consumer Advising
seller: The
Sage Group
Energy, Mining
& Utilities
Pharma,
Medical &
Biotech
Energy, Mining
& Utilities
Advising
seller:
KeyBanc
Capital
Markets
Advising
seller: Morgan
Stanley
Davis; Fasken
Martineau;
Minter Ellison
Bidder
company
Bidder
financial
adviser
Bidder legal
adviser
North America
Seller company Deal
value
($m)
TNS Inc SunTrust
Robinson
Humphrey
Capital
Markets
Kirkland & Ellis VeriSign Inc 230
Medtronic Inc Cleary Gottlieb
Steen &
Hamilton
225
Japan
Uranium
Management
Inc
Lang Michener Tailwind
Financial Inc
Blake, Cassels
& Graydon;
Osler, Hoskin &
Harcourt
Advising seller:
Kirkland & Ellis
Polar Star
Canadian Oil
and Gas Inc
VF
Corporation
Robinson & Cole Acuity Brands
Lighting Inc
Advising
seller: Jones
Day (Advising
KeyBanc Capital
Markets)
Advising seller:
Vinson & Elkins
Denbury
Resources Inc
Inverness
Medical
Innovations
Inc
Natural Gas
Partners
Midstream &
Resources LP
Credit
Suisse
Baker &
McKenzie;
Werksmans
Internal Loeb & Loeb;
McMillan
Peters &
Co
Internal Davis Polk &
Wardwell
221
215
Macleod Dixon 214
Summit
Partners LP
208
McGuireWoods Brian Platner 205
Goodwin
Procter
Venoco Inc 201
ACON
Laboratories
Inc
MarkWest
Energy
Partners LP
200
200
Source: mergermarket
Monthly M&A report – 26

Mid-market deals
North American M&A quarterly mid-market trend
value volume
value ($m)
50,000
40,000
30,000
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 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
number of deals
600
500
400
300
200
100
North America
0
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
Moving
average
trend line
Monthly M&A report – 27

Mid-market league tables
Top 15 mid-market financial advisers –
North America
($10m to $250m)
YTD
31-Mar-2009
Value:
Volume:
House Value
($m)
Deal
count
1 JPMorgan 1614 11
2 Goldman Sachs 1076 9
3 RBC Capital Markets 901 9
4 Lazard 825 8
5 Bank of America Merrill Lynch 769 9
6 Morgan Stanley 699 5
7 BMO Capital Markets 643 7
8 UBS Investment Bank 534 6
9 Rothschild 533 7
10 Scotia Capital 505 3
11 Credit Suisse 469 3
12 Jefferies & Company 461 5
13 Genuity Capital Markets 416 4
14 Citigroup 391 4
15 Macquarie Group 384 4
1 JPMorgan 1614 11
2 Goldman Sachs 1076 9
3 RBC Capital Markets 901 9
4 Bank of America Merrill Lynch 769 9
5 Lazard 825 8
6 BMO Capital Markets 643 7
7 Rothschild 533 7
8 UBS Investment Bank 534 6
9 Deutsche Bank 341 6
10 Morgan Stanley 699 5
11 Jefferies & Company 461 5
12 Houlihan Lokey 237 5
13 Genuity Capital Markets 416 4
14 Citigroup 391 4
15 Macquarie Group 384 4
Source: mergermarket
The financial adviser league tables by value and volume have been run from 01 January
2008 to 31 March 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 US
& Canada
Top 15 mid-market legal advisers –
North America
($10m to $250m)
YTD
31-Mar-2009
Value:
Volume:
House Value
($m)
North America
Deal
count
1 Latham & Watkins 1,411 11
2 Skadden Arps Slate Meagher & Flom 828 11
3 Blake, Cassels & Graydon 792 9
4 Jones Day 778 8
5 Dewey & LeBoeuf 770 8
6 Cleary Gottlieb Steen & Hamilton 729 7
7 Weil Gotshal & Manges 701 7
8 Shearman & Sterling 674 8
9 Willkie Farr & Gallagher 649 5
10 Vinson & Elkins 640 6
11 Paul Weiss Rifkind Wharton & Garrison 617 7
12 Linklaters 609 7
13 Kirkland & Ellis 596 4
14 Macleod Dixon 565 4
15 O'Melveny & Myers 512 7
1 Latham & Watkins 1411 11
2 Skadden Arps Slate Meagher & Flom 828 11
3 Blake, Cassels & Graydon 792 9
4 Jones Day 778 8
5 Dewey & LeBoeuf 770 8
6 Shearman & Sterling 674 8
7 Cleary Gottlieb Steen & Hamilton 729 7
8 Weil Gotshal & Manges 701 7
9 Paul Weiss Rifkind Wharton & Garrison 617 7
10 Linklaters 609 7
11 O'Melveny & Myers 512 7
12 Cooley Godward Kronish 403 7
13 Vinson & Elkins 640 6
14 Wilson Sonsini Goodrich & Rosati 498 6
15 Bryan Cave 441 6
Source: mergermarket
The legal adviser league tables by value and volume have been run from 01 January
2008 to 31 Marcht 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 – 28

Latin America
Odebrecht Group considering acquisitions due
to attractive valuations
• Odebrecht Group, the Brazilian conglomerate, is targeting
distressed assets, CEO Marcelo Bahia Odebrecht said
on the sidelines of the Latin American World Economic
Forum in Rio de Janeiro.
• Though the company has never focused on growing
through acquisitions in the past, it is now obliged to
look at opportunities due to the depreciation of prices in
segments such as sugar and ethanol, where the company
owns ETH Bioenergia, he said. “It is currently cheaper to
acquire an ethanol plant than to construct one. We have
been focusing on greenfield projects but suddenly you see
a plant nearby that is ready and costs less than yours.”
• Odebrecht emphasized, however, that in the long-term the
company plans to continue investing in greenfield projects.
• On 2 April, 2009, Constructora Norberto Odebrecht, a
division of holding company Odebrecht Group, raised
$200m in the international debt markets. Among the
ethanol plants on the block in Brazil are Santelisa Vale, a
target for which ETH was rumoured to have made a bid.
Santelisa recently announced it has reached an agreement
with Louis Dreyfus Commodities and that a deal should be
announced in the coming 90 days, as reported.
• Other potential targets include assets belonging to Grupo
Joao Lyra, which is under court-supervised restructuring,
in which it expects to work out a BRL 1.16bn ($726m)
debt burden, as reported.
• Unialco is also rumoured to be for sale while attempting
to restructure BRL 450m ($204m) of debt, as reported.
The company recently hired Santander, its largest creditor,
to find a buyer for its assets.
Itau could be acting on intentions to acquire in
Colombia
• Itau Unibanco, the Brazil-based bank, is looking at a
private banking target in Colombia, said an insider.
• With BRL 633bn ($292bn) in assets and net profits of
BRL 10bn ($4.6bn) in 2008, Itau is Brazil’s largest bank
following last year’s merger with Unibanco. When
announcing the deal, the bank’s shareholders said one of
their main drivers was the need to gain scale to become
an international bank, and identified Colombia, Chile, Peru
and Mexico as countries where it could expand next.
• “It makes sense considering their strategy is to grow in
Latin America and that they already have operations in
Argentina, Chile and Uruguay,” said a sector source. Itau
declined to comment for this report.
• The best market for Itau among these four would be
Mexico, where the Brazilian bank was recently rumored
to be targeting Citigroup’s Banamex, said the sector
source. However, in a previous interview with this news
service, Itau CEO Roberto Setubal suggested Citi was not
entertaining bids for its Mexico operation.
• “Colombia would be a logical next move since the
country has regained economic stability in recent years,”
said the sector source. An analyst in the Colombian
financial sector identified Banco de Credito de Colombia
(BCC) as a probable acquisition target within the domestic
commercial banking sector. The analyst pointed out that
the bank was rumored to be in sale talks with Grupo Aval
in 2008. BCC was not immediately available to comment.
• As reported by this news service, a Grupo Aval source
confirmed it had approached BCC with an offer, which
BCC rejected. Connecticut-based General Electric had
also been considered a potential bidder for BCC, as
it announced plans in December 2007 to expand its
investments in Colombia through Colpatria, its Colombian
financial services entity, which it acquired in early 2007.
• The analyst noted the Colombian banking sector has
consolidated considerably in recent years, and that BCC
is one of few potential acquisition targets left. BCC is
Colombia’s fifth largest bank, with $2.76bn in assets. The
bank was founded in 1963, and currently has 56 branches
throughout the country.
Monthly M&A report – 29

Deal of the month
Target: Aracruz Celulose SA (28.03% stake) Announced: 5 March 2009
Bidder: Votorantim Celulose e Papel SA Deal value: $1,110m
Seller: Arainvest Participacoes SA Deal nature: Recommended; Domestic; Private
Structure
• Votorantim Celulose e Papel SA, the listed Brazil based
pulp manufacturer, and a subsidiary of Votorantim Group,
has agreed to acquire a 28.03% stake in Aracruz Celulose,
the listed Brazil based pulp manufacturer, from Arainvest
Participacoes, the Brazil based investment holding
company, a wholly owned subsidiary of Grupo Safra SA,
for a total consideration of BRL 2.71bn ($1.11bn).
• The transaction is funded by raising capital through a
private placement totalling BRL 4.2bn ($1.72bn). Banco
Nacional de Desenvolvimento Economico e Social
(BNDES) will participate in the capital raising by investing
BRL 2.4bn ($982.7m), Votorantim Group with BRL 600m
($246m), and the remaining balance will come from
minority shareholders.
Terms
• Under the terms of agreement, Votorantim Celulose
will acquire 127,506,457 common shares in Aracruz
from Arainvest. Based on the total consideration of BRL
2.71bn ($1.1bn), this represents an offer price of BRL
21.25 ($8.7) per Aracruz share. The implied offer price
represents a 65.44% premium over Aracruz’ closing
share price of BRL 12.75 ($5.26) on 4 March 2009, the
last trading day prior to the announcement, and a 59.15%
premium over Aracruz closing share price of BRL 12.7
($5.47) on 5 February 2009, one month prior to the
announcement.
Rationale
• The transaction is part of Votorantim Celulose’s strategic
plan to merge with Aracruz, creating a pulp manufacturing
group with 15,000 employees, a combined turnover of
BRL 7bn ($2.9bn), and a 27% and 44% market share in
North America and Europe respectively.
• The company acquired a 28.03% stake from the
Lorentzen Group for the same amount in August 2008.
Votorantim Celulose will increase its shareholding in
Aracruz from 28.03% to 84.09% upon completion of this
transaction. Votorantim Celulose also plans to acquire the
remaining 15.91% stake owned by minority shareholders
for an offer price of BRL 14.56 ($7) per share.
Completion
Latin America
• The transaction is expected to close by the end of April
2009.
Exit multiples – Y/E 31/12/2008 Premium analysis
Multiples Value ($m) Offer price per share ($m) 8.7
Revenue 3.7x 2,152 1 day before 65.44%
EBITDA 10.5x 763 1 month before 59.15%
EBIT 23.4x 343 1 day after 49.67%
Earnings (loss) -1,239 Pre-rumour 268.87%
Monthly M&A report – 30

Deal of the month
Advisers
Target/seller Bidders
Financial Citigroup
JPMorgan
Financial Estater
Legal Barbosa, Mussnich & Aragao
Pinheiro Neto Advogados
Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga
Advogados
Pompeu, Longo, Kignel & Cipullo Advogados
Skadden Arps Slate Meagher & Flom
Legal Bredin Prat
Motta Fernandes Rocha Advogados
Shearman & Sterling
Tozzini Freire Teixeira E Silva Advogados
Mergermarket/dealReporter Intelligence
09-Jan-09 Votorantim´s potential sale of CPFL seen as alternative to capitalize Aracruz, sector source says
05-Oct-08 Aracruz may lose USD 1bn from derivative investments while Votorantim Celulose postpones stake acquisition
Latin America
Monthly M&A report – 31

Top deals
Top 10 Latin American announced deals YTD 31 March 2009
Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia Deal value
Revenue EBITDA P/E
1-day before ($m)
29-Jan-09 C Glencore
Energy, Mining Xstrata Coal South Glencore
- 2,000
International AG
(Prodeco business in
Colombia)
& Utilities America Ltd
International AG
9-Jan-09 P Banco Votorantim
(50% stake)
5-Mar-09 P Aracruz Celulose SA
(28.03% stake)
30-Jan-09 C VBC Energia SA
(50% stake)
30-Jan-09 P Rio Tinto plc
(Corumba iron ore
mine and associated
river logistics
operations)
Financial
Services
Industrials &
Chemicals
Energy, Mining
& Utilities
Energy, Mining
& Utilities
10-Mar-09 P Hocol SA Energy, Mining
& Utilities
16-Mar-09 P Oleoducto Central
SA (24.70% stake)
9-Mar-09 P Real Vida e
Previdencia SA (50%
stake)
23-Mar-09 P Redecard SA (3.60%
stake)
18-Feb-09 P Abyara Planejamento
Imobiliario SA
Energy, Mining
& Utilities
Financial
Services
Financial
Services
Banco do Brasil SA Votorantim Financas n/a n/a - 1,895
Votorantim Celulose e
Papel SA
Construcoes e
Comercio Camargo
Correa SA
Arainvest
Participacoes SA
3.7 10.5 65.4% 1,110
Grupo Votorantim - 1,110
Cia. Vale do Rio Doce Rio Tinto Plc - 750
Ecopetrol SA Maurel et Prom
SCA
- 580
Ecopetrol SA Enbridge Inc - 418
Santander Central
Hispano SA
Itau Unibanco Banco
Multiplo SA
Tokio Marine
& Nichido Fire
Insurance Co Ltd
CEE and CIS
Latin America
n/a n/a - 281
Citigroup 7.6 14.5 - 267
Real Estate IPU Participacoes SA n/a n/a -39.8% 249
C = Completed; P = Pending; L = Lapsed Source: mergermarket
Monthly M&A report – 32

Top deals
Top 5 Latin American announced deals of the month (March 2009)
Latin America
Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia Deal value
Revenue EBITDA P/E
1-day before ($m)
5-Mar-09 P Aracruz Celulose SA Industrials & Votorantim Celulose e Arainvest
3.7 10.5 65.4% 1,110
(28.03% stake) Chemicals Papel SA
Participacoes SA
10-Mar-09 P Hocol SA Energy, Ecopetrol SA Maurel et Prom
- 580
Mining &
Utilities
SCA
16-Mar-09 P Oleoducto Central SA Energy, Ecopetrol SA Enbridge Inc - 418
(24.70% stake) Mining &
Utilities
9-Mar-09 P Real Vida e
Financial Santander Central Tokio Marine n/a n/a - 281
Previdencia SA (50% Services Hispano SA
& Nichido Fire
stake)
Insurance Co Ltd
23-Mar-09 P Redecard SA (3.60% Financial Itau Unibanco Banco Citigroup 7.6 14.5 - 267
stake)
Services Multiplo SA
C = Completed; P = Pending; L = Lapsed Source: mergermarket
Top 5 Mexico announced deals for YTD 31 March 2009
Announced Status Target company Sector Target/seller
financial
advisor
27-Feb-09 P ATP Innovator (49%
stake)
Energy,
Mining &
Utilties
Advising Seller:
Goldman
Sachs; SMH
Capital
Target/seller
legal advisor
Bidder
company
GE Energy
Financial
Services Inc
28-Jan-09 C Nutresa SA de CV Consumer Grupo
Nacional de
Chocolates
SA
21-Jan-09 P El Financiero TMT Alfonso
Nacer Gobera
(Private
Investor);
and Jorge
Nacer Gobera
(Private
investor)
30-Mar-09 C Diveo Broadband
Networks
Inc (Mexican
Subsidiaries)
31-Mar-09 C Cie Celaya SA de
CV (50% stake)
TMT Hogan &
Hartson
Industrials &
Chemicals
Metronet SA
de CV
Bidder
financial
adviser
Bidder legal
adviser
Seller
company
Vinson & Elkins ATP Oil
& Gas
Corporation
Fried Frank
Harris Shriver &
Jacobson
Alejandro
Cardenas
Ramos
Esquivel
(Private
investor); and
Maria del
Pilar Estandia
(Private
investor)
Diveo
Broadband
Networks Inc
CIE Berriz SL Grupo Kuo
SAB de CV
C = Completed; P = Pending; L = Lapsed Source: mergermarket
Deal
value
($m)
150
94
42
25
15
Monthly M&A report – 33

Top deals
Top 5 Andean Community announced deals for 31 March 2009
Announced Status Target company Sector Target/seller
financial
advisor
10-Mar-09 P Hocol SA Energy,
Mining &
Utilties
16-Mar-09 P Oleoducto Central
SA (24.70% stake)
13-Mar-09 C Murphy Oil
Corporation
(Ecuador oil
properties)
30-Mar-09 C Bebidas y Aguas
Gaseosa Occidente
SRL
30-Mar-09 C San Miguel
Industrias PET SA
(50% stake)
Energy,
Mining &
Utilties
Energy,
Mining &
Utilties
Advising Seller:
BNP Paribas
Target/seller
legal advisor
Advising
Seller: Barbe
Carpentier
Thibault
Groener
Associes;
Travers Smith
Advising
Seller: Baker
& McKenzie
Bidder
company
Bidder
financial
adviser
Bidder legal
adviser
Ecopetrol SA Citigroup Shearman &
Sterling
Ecopetrol SA Shearman &
Sterling
Repsol YPF
Ecuador SA
Consumer Quilmes
Industrial SA
Industrials &
Chemicals
Rodrigo Elias
& Medrano
Barrios
Ferrero family
Latin America
Seller
company
Maurel et
Prom SCA
Deal
value
($m)
580
Enbridge Inc 418
Murphy Oil
Corporation
Grupo
Empresarial
Bavaria SA
Barrios
Teixidor
family
C = Completed; P = Pending; L = Lapsed Source: mergermarket
87
27
17
Monthly M&A report – 34

Expected deals
Pipeline of Latin American expected deals
Situation Target
company
Significant
business
event
Significant
business
event
Expected
Deal
Sector Potential bidder
company
Ponto Frio Consumer Companhia
Brasileira de
Distribuicao;
Grupo Elektra
SA de CV; Lojas
Americanas SA;
Magazine Luiza
SA; or Wal-Mart
Stores Inc
Intek de
Colombia
Business
Services
Terremark
Worldwide
Plastub Construction Aditivos
Mexicanos
Financial adviser
to bidder (B);
company; target
(T); seller (S)
Seller
company
(S) Goldman Sachs Globex
Utilidades
Miguel
Angel Carcia
Cisneros
Market cap/
est. value
($m)
Comments
Latin America
309.6 Globex Utilidades informed Brazil's
securities regulator on 28 March that it
has hired an advisor to help it sell the
Ponto Frio consumer electronics chain,
Valor Economico reported. According
to the report, Globex had retained
Goldman Sachs for the task. Globex
is controlled by the widow and son of
the late banker Edmond Safra. Ponto
Frio, Brazil's second-largest retailer of
consumer electronics, had a market
capitalization of BRL 709m ($ 309.6m)
as of the close of trading on the Sao
Paulo Stock Exchange on 27 March.
25 Intek de Colombia, a Bogota-based
IT services company, has been
approached for a takeover by NASDAQlisted
Terremark Worldwide, founder
and chairman Alberto Luis Roncallo
Florez said. He noted that ongoing
negotiations are to be finalized by
mid-June. "We are currently holding
discussions with Terremark" Roncallo
confirmed. "We will take a decision
by mid-June. At present, we are
considering several options, including
a full takeover or a strong partnership
agreement," he said. Roncallo noted
that Terremark could use Intek's
facilities for its submarine cable
network.
6 Plastub, a private Mexico City-based
engineering services company and
pipeline distributor, is in preliminary
talks to sell a 33% stake to Aditivos
Mexicanos, CEO and majority
shareholder Miguel Angel Garcia
Cisneros said. Founded in 2003, the
company had revenues of roughly $ 6m
in 2008, but it could duplicate its sales
if it has a financial partner to capitalize
on its potential, Garcia said.
Source: mergermarket
Monthly M&A report – 35

League tables
Top 10 financial advisers – Latin America
value
YTD
31-Mar-09
House Value
($m)
Deal
count
1 Morgan Stanley 3,149 3
2 Citigroup 2,610 4
3 Rothschild 2,000 1
4 UBS Investment Bank 1,908 2
5 Banco Fator 1,895 1
6 JPMorgan 1,260 2
7 Estater 1,110 1
8 BNP Paribas 580 1
9 Scotia Capital 450 1
10 Banco Bradesco 249 1
Source: mergermarket
volume
YTD
31-Mar-09
House Value
($m)
The financial adviser league tables by value and volume have been run from 01 January 2009 to 31 March 2009 and exclude lapsed and withdrawn deals. The tables cover all sectors and
are based on the geography of either the target, bidder or seller being Latin America
Top 10 legal advisers – Latin America
value
YTD
31-Mar-09
House Value
($m)
Deal
count
1 Shearman & Sterling 2,558 4
2 Freshfields Bruckhaus Deringer 2,000 2
3 Machado Meyer Sendacz e Opice 1,975 3
4 Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados 1,962 7
5= Franca e Nunes Pereira Advogados 1,895 1
5= Velloza, Girotto e Lindenbojm Advogados Associados 1,895 1
7 Pinheiro Neto Advogados 1,439 3
8 Tozzini Freire Teixeira E Silva Advogados 1,391 2
9 Barbosa, Mussnich & Aragao 1,302 3
10 Bredin Prat 1,110 1
Source: mergermarket
volume
Deal
count
1 Citigroup 2,610 4
2 Morgan Stanley 3,149 3
3 UBS Investment Bank 1,908 2
4 JPMorgan 1,260 2
5 Santander Global Banking and Markets 190 2
6 Rothschild 2,000 1
7 Banco Fator 1,895 1
8 Estater 1,110 1
9 BNP Paribas 580 1
10 Scotia Capital 450 1
YTD
31-Mar-09
House Value
($m)
Latin America
Source: mergermarket
The legal adviser league tables by value and volume have been run from 01 January 2009 to 31 March 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
Deal
count
1 Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados 1,962 7
2 Shearman & Sterling 2,558 4
3 Machado Meyer Sendacz e Opice 1,975 3
4 Pinheiro Neto Advogados 1,439 3
5 Barbosa, Mussnich & Aragao 1,302 3
6 DLA Piper 924 3
7 Rodrigo Elias & Medrano 467 3
8 Freshfields Bruckhaus Deringer 2,000 2
9 Tozzini Freire Teixeira E Silva Advogados 1,391 2
10 Cleary Gottlieb Steen & Hamilton 778 2
Source: mergermarket
Monthly M&A report – 36

Trend graphs
Latin American M&A quarterly trends
value volume
value $m
60,000
50,000
40,000
30,000
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 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
Latin American M&A quarterly private equity trends
value volume
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 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
Latin American buyouts
Latin American exits
number of deals
number of deals
200
150
100
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 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
12
10
8
6
4
2
Latin America
Moving
average
trend line
0
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
Latin American buyouts
Latin American exits
Monthly M&A report – 37

Trend graphs
Latin American M&A annual trends
value volume
value $bn
120
100
80
60
40
20
0
2003
2004
2005
2006
2007
2008
YTD 2009*
All Latin America M&A
Latin American buyouts
Latin American exits
Latin American M&A sector breakdown YTD 2009
value volume
1.1%
2.4%
1.0%
2.0%
0.8%
1.7%
0.9%
11.5%
3.7%
50.5%
Consumer
Energy, Mining & Utilities
Financial Services
Business Services
TMT
Pharma, Medical & Biotech
Agriculture
Leisure
Transport
Real Estate
Industrials & Chemicals
number of deals
6.3%
6.3%
5.0%
600
500
400
300
200
100
7.5%
0
2003
5.0%
5.0%
11.3%
2004
1.3%
1.3%
2005
13.8%
18.8%
2006
17.5%
2008
Latin America
2008
YTD 2009*
All Latin American M&A
Latin American buyouts
Latin American exits
Industrials & Chemicals
Consumer
Energy, Mining & Utilities
Financial services
Business services
TMT
Pharma, Medical & Biotech
Agriculture
Construction
Leisure
Transport
Real Estate
Monthly M&A report – 38

Mid-market deals
Top 5 Latin American announced mid market deals of the month (March 2009)
($10m to $250m)
Latin American M&A quarterly mid-market trend
value volume
value $m
Announced Status Target company Sector Target/seller
financial
adviser
13-Mar-09 C Navega (55%
stake)
13-Mar-09 C Murphy Oil
Corporation
(Ecuador oil
properties)
5-Mar-09 C Dresdner Bank
Brasil SA Banco
Multiplo
31-Mar-09 C Inmobiliaria
Mall Calama SA
(50% stake)
11-Mar-09 C Hospital e
Maternidade
Santa Marina
6,000
5,000
4,000
3,000
2,000
1,000
TMT Advising
seller:
Santander
Global
Banking and
Markets
Energy,
Mining &
Utilities
Financial
Services
Commerzbank
Consumer Advising
seller:
Banchile
Asesoria
Financiera;
Citigroup
Pharma,
Medical &
Biotech
Target/seller
legal adviser
Pinheiro
Neto
Advogados
0
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
number of deals
100
80
60
40
20
Bidder company Bidder
financial
adviser
Bidder legal
adviser
Asertel DECA II; and
Iberdrola SA
Repsol YPF Ecuador SA Murphy Oil
Corporation
MTTG Holdings SA
WH
Management
Mattos
Filho,
Veiga Filho,
Marrey Jr.
e Quiroga
Advogados
Latin America
Seller company Deal Value
($m)
Commerzbank
AG
S.A.C.I. Falabella Cencosud SA;
and Ripley
Corp SA
Silvio Miglio 40
C = Completed; P = Pending; L = Lapsed Source: mergermarket
103
0
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
87
80
40
Moving
average
trend line
Monthly M&A report – 39

Mid-market league tables
Top 5 mid-market financial advisers –
Latin America
($10m to $250m)
YTD
31-Mar-09
Value:
Volume:
House Value
($m)
Deal
count
1= Banco Bradesco 249 1
1= Morgan Stanley 249 1
1= Valuation Consultoria Empresarial 249 1
4 “Bank of America Merrill Lynch” 192 1
5 Santander Global Banking and Markets 190 2
1 Santander Global Banking and Markets 190 2
2= Banco Bradesco 249 1
2= Morgan Stanley 249 1
2= Valuation Consultoria Empresarial 249 1
5 Bank of America Merrill Lynch 192 1
Source: mergermarket
The financial adviser league tables by value and volume have been run from 01 January
2009 to 31 March 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 5 mid-market legal advisers –
Latin America
($10m to $250m)
YTD
31-Mar-09
Value:
Volume:
House Value
($m)
Latin America
Deal
count
1 Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados 571 4
2 Pinheiro Neto Advogados 329 2
3 Barbosa, Mussnich & Aragao 192 1
4 Vinson & Elkins 150 1
5 Barros & Errazuriz Abogados 87 1
1 Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados 571 4
2 Pinheiro Neto Advogados 329 2
3 Barbosa, Mussnich & Aragao 192 1
4 Vinson & Elkins 150 1
5 Barros & Errazuriz Abogados 87 1
Source: mergermarket
The legal adviser league tables by value and volume have been run from 01 January
2009 to 31 March 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 – 40

Asia-Pacific
SOUTH KOREA
LG Innotek and LG Micron try to merge
once again
• On 2 April, LG Innotek, the listed South Korean
manufacturer of mobile, LCD and LED parts, announced
that it will recommence the share swap merger with listed
affiliate LG Micron, a manufacturer of shadow mask, photo
mask, and etched lead frame parts. The merger values
LG Micron at $248m (KRW 341.56bn); and the combined
company is valued at $772m (KRW 1.065trn).
• This is not the first time LG Electronics has attempted to
merge its two listed subsidiaries. In 2008, LG disclosed
its plan to exchange LG Electronics’ printed circuit board
division with LG Micron’s plasma rear panel division, and
in August 2008, LG Electronics announced its decision to
instigate merger discussions for LG Micron and LG Innotek.
The merger is part of LG Electronics’ strategic decision to
combine production of plasma display panels and plasma
rear panels. However, in December 2008, the deal lapsed
due to excessive appraisal rights payments against the
initial provision.
• In its renewed attempt to merge with LG Micron, LG
Innotek emphasised the importance of combining the parts
businesses, and commented that new regulations regarding
the payment of appraisal rights will help reduce risks for the
proposed merger by preventing massive arbitrage plays.
• A new article of the South Korea Capital Market and
Financial Investment Business Act effective from 4
February 2009 stipulates that shareholders who buy
shares in a company more than one day after a board
meeting can participate in EGMs, but will not be eligible
to receive appraisal rights to those shares. LG Innotek’s
spokesperson contends that the new regulation should
reduce the number of new investors who only aim to
arbitrage with appraisal rights.
• The appraisal right prices for LG Micron and LG Innotek
are KRW 29,011 and KRW 65,075 respectively. According
to the merger document, the deal will lapse if the total
payment for shareholders’ appraisal rights exceeds the
provision of KRW 50bn ($37.4m) – approximately 4.7% of
the valuation of the combined entity. Shareholders opposing
the merger by the EGM on 19 May will be entitled to
exercise their appraisal rights from 19 May to 9 June 2009.
Asia-Pacific
• The merger comes at a time when the LED industry
is showing rapid growth, as the LED technology is
environmentally friendly with low power consumption
and long lifetime. In mid-February, Samsung Electronics
also responded to the market trend as it reached to
an agreement with Samsung Electro-Mechanics to
establishing Samsung LED, combining the semiconductor
division of Samsung Electronics and the LED technology of
Samsung Electro-Mechanics.
SOUTH EAST ASIA
More investments for Meralco
• Filipino electric power provider Manila Electric Company
(Meralco) remains in the M&A spotlight, as it finds a new
owner in listed long-distance telecom service provider
PLDT. Following an announcement on 13 March 2009,
Piltel, a 92.81%-owned subsidiary of PLDT, will acquire
a 20% stake in Meralco in a deal valued at PHP 20bn
($414m), from the Lopez family.
• This is the third deal involving Meralco shares in 6 months.
Filipino food and beverage giant San Miguel, in its plan to
transform into a holding company, acquired a 27% stake in
Meralco in October 2008; while Global 5000 Investment,
a Filipino investment company, acquired a 10% stake in
December 2008.
• Meralco is still attracting potential investors. Metro
Pacific Investments, an affiliate of PLDT, is reported to
be interested in acquiring further stakes in the company.
Meanwhile, Meralco still shows an appetite for further
investment. Sources with the company told mergermarket
that it plans to fund its capital expenditure via the issuance
of corporate notes.
Monthly M&A report – 41

Asia-Pacific
INDIA
A lifeline for Satyam Computer Services
• Three months after Satyam’s founder Ramalinga Raju
confessed to overstating the company’s accounts, Tech
Mahindra was selected on 13 April as the highest bidder
to acquire a 31% stake in Satyam Computer Services at
INR 58 per share. The announcement must have come
as a huge relief to corporate India. Tech Mahindra will also
acquire a further 20% stake through an open offer to the
public shareholders. If Tech Mahindra fails to garner enough
acceptances in the open offer, then the Satyam board will
issue additional shares to bring Tech Mahindra’s holding to
51%.
• The offer from Tech Mahindra values the share capital of
Satyam at INR 56.6bn ($1.132bn), a stark contrast from its
all-time high market cap of INR 366.4bn ($8.565bn) on 30
May 2008. Other bidders who were in the fray for the stake
in Satyam were Larsen & Toubro and WL Ross & Co. The
second highest bid was from Larsen & Toubro at INR 45.8
per share, while WL Ross & Co offered INR 20 per share.
• For a company like Tech Mahindra, which has a niche in
telecom outsourcing, this is a great opportunity for it to
diversify into other sectors of outsourcing such as financial
services, healthcare, and manufacturing. The next step
for Tech Mahindra would be to restore confidence in the
stakeholders of Satyam including employees and clients of
the firm.
Asia-Pacific
Monthly M&A report – 42

Top deals
Top 15 Asia-Pacific announced deals for YTD 31 March 2009
Asia-Pacific
Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia Deal
Revenue EBITDA P/E
1-day
before
value
($m)
12-Feb-09 P Rio Tinto (stakes in Energy, Mining & Aluminum Rio Tinto Plc - 11,838
nine mining assets) Utilities
Corporation of
China
16-Feb-09 L OZ Minerals Limited Energy, Mining & China Minmetals
2.9 10.4 (loss) 2,393
Utilities
Corporation
14-Jan-09 C Bank of China Limited Financial Services Hopu Investment Royal Bank of
n/a n/a 6.0 -7.6% 2,381
(4.26% stake)
Management Co Scotland Group Plc
2-Feb-09 C BTA Bank JSC (78% Financial Services Government of
n/a n/a - 2,027
stake)
Kazakhstan
16-Mar-09 P Tianjin Port Company Transport Tianjin Port Tianjin Port (Group)
-13.7% 1,807
Limited (56.81%
Development Company Limited
stake)
Holdings Ltd
20-Jan-09 P KT Freetel Co Ltd
(45.76% stake)
TMT KT Corporation 0.6 9.6 0.3 -0.7% 1,805
2-Mar-09 P Reliance Petroleum Energy, Mining & Reliance
2.5% 1,691
Ltd (24.62% stake) Utilities
Industries Ltd
14-Jan-09 L United Industrial
Corporation Limited
(69.8% stake)
Real Estate UOL Group n/a n/a (loss) 9.1% 1,613
19-Mar-09 P USJ Co Ltd Leisure Goldman Sachs 2.0 6.8 17.3 22.9% 1,433
5-Jan-09 C Wireless-TT Info- TMT Quippo Telecom Tata Teleservices
- 1,312
Services Limited
Infrastructure Limited
(49% stake)
Limited
20-Feb-09 P San Miguel Brewery Consumer Kirin Holdings San Miguel
2.7 13.7 -8.6% 1,233
Inc (43.25% stake)
Company Limited Corporation
5-Mar-09 P JISCO Yuzhong Iron Industrials & Gansu Jiu Steel Jiuquan Iron & Steel
- 1,026
and Steel Co Ltd; and Chemicals
Group Hongxing (Group) Co Ltd
Jiugang Group (steel-
Iron and Steel
making assets)
Co Ltd
4-Mar-09 P SDIC Electric Power Energy, Mining & SDIC Huajing State Development
- 1,024
Co Ltd
Utilities
Power Holdings & Investment
Co Ltd
Corporation
27-Jan-09 C NEC TOKIN
Corporation (34.5%
stake)
TMT NEC Corporation 1.6 18.4 (loss) -10.1% 1,019
27-Jan-09 P Boddington Gold Energy, Mining & Newmont Mining AngloGold Ashanti
- 990
Mine Joint Venture
(33.33% stake)
Utilities
Corporation Limited
C = Completed; P = Pending; L = Lapsed Source: mergermarket
Monthly M&A report – 43

Top deals
Top 5 Asia-Pacific announced deals of the month (March 2009)
Asia-Pacific
Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia Deal
Revenue EBITDA P/E
1-day
before
value
($m)
16-Mar-09 P Tianjin Port Company Transport Tianjin Port Tianjin Port
-13.7% 1,807
Limited (56.81%
Development (Group) Company
stake)
Holdings Ltd Limited
2-Mar-09 P Reliance Petroleum Energy, Mining Reliance
2.5% 1,691
Ltd (24.62% stake) & Utilities Industries Ltd
19-Mar-09 P USJ Co Ltd Leisure Goldman Sachs 2.0 6.8 17.3 22.9% 1,433
5-Mar-09 P JISCO Yuzhong Iron Industrials & Gansu Jiu Steel Jiuquan Iron &
- 1,026
and Steel Co Ltd; Chemicals Group Hongxing Steel (Group)
and Jiugang Group
Iron and Steel Co Ltd
(steel-making assets)
Co Ltd
4-Mar-09 P SDIC Electric Power Energy, Mining SDIC Huajing State
- 1,024
Co Ltd
& Utilities Power Holdings Development
Co Ltd
& Investment
Corporation
C = Completed; P = Pending; L = Lapsed Source: mergermarket
Monthly M&A report – 44

League tables
Top 15 financial advisers – Asia-Pacific excl Japan
value
YTD
31-Mar-2009
House Value
($m)
Deal
count
1 Morgan Stanley 19,955 11
2 Nomura Holdings 17,439 9
3 JPMorgan 15,473 9
4 Macquarie Group 13,228 7
5 China International Capital 12,862 2
6 Credit Suisse 12,740 6
7 Blackstone Group Holdings 11,883 2
8 Citigroup 5,996 7
9 Royal Bank of Scotland Group 5,382 5
10 Bank of America Merrill Lynch 5,084 11
11 UBS Investment Bank 3,839 10
12 Ernst & Young 3,636 6
13 JM Financial 3,266 3
14 Bank of China International Holdings 2,381 1
15 Kotak Investment Banking 1,954 2
Source: mergermarket
volume
YTD
31-Mar-2009
House Value
($m)
Asia-Pacific
The financial adviser league tables by value and volume have been run from 01 January 2009 to 31 March 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
YTD
31-Mar-2009
House Value
($m)
Deal
count
1 Linklaters 14,513 6
2 Mallesons Stephen Jaques 12,917 8
3 Allens Arthur Robinson 12,878 4
4 Wachtell, Lipton, Rosen & Katz 12,828 2
5 Clifford Chance 12,172 6
6 Johnson Winter & Slattery 11,896 2
7 Chiomenti Studio Legale 11,838 1
8 Fried Frank Harris Shriver & Jacobson 11,838 1
9 Simpson Thacher & Bartlett 11,838 1
10 Freehills 5,625 11
11 Shearman & Sterling 3,742 5
12 Blake Dawson 3,612 5
13 Herbert Smith/Gleiss Lutz/Stibbe 2,938 7
14 Davis Polk & Wardwell 2,651 3
15 Freshfields Bruckhaus Deringer 2,633 7
Source: mergermarket
volume
Deal
count
1 Morgan Stanley 19,955 11
2 Bank of America Merrill Lynch 5,084 11
3 UBS Investment Bank 3,839 10
4 Nomura Holdings 17,439 9
5 JPMorgan 15,473 9
6 Deutsche Bank 1,179 8
7 Macquarie Group 13,228 7
8 Citigroup 5,996 7
9 Credit Suisse 12,740 6
10 Ernst & Young 3,636 6
11 Deloitte 725 6
12 Royal Bank of Scotland Group 5,382 5
13 Grant Samuel 1,216 5
14 Optima Capital 1,029 5
15 Lazard 1,011 4
YTD
31-Mar-2009
House Value
($m)
Source: mergermarket
Deal
count
1 Freehills 5,625 11
2 Clayton Utz 1,511 9
3 Mallesons Stephen Jaques 12,917 8
4 Baker & McKenzie 1,007 8
5 Herbert Smith/Gleiss Lutz/Stibbe 2,938 7
6 Freshfields Bruckhaus Deringer 2,633 7
7 Minter Ellison 532 7
8 Linklaters 14,513 6
9 Clifford Chance 12,172 6
10 Kim & Chang 2,358 6
11 AZB & Partners 1,500 6
12 Shearman & Sterling 3,742 5
13 Blake Dawson 3,612 5
14 DLA Piper 866 5
15 Khaitan & Co 561 5
Source: mergermarket
The legal adviser league tables by value and volume have been run from 01 January 2009 to 31 March 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 – 45

League tables
Activity table of private equity firms on Asia-Pacific buyouts
value
YTD
31-Mar-2009
House Value
($m)
Deal
count
1 Hopu Investment Management 2,381 1
2 MBK Partners 1,433 1
3 Terra Firma Capital Partners 278 1
4 Millennium Technology Value Partners 225 1
5 Mizuho Capital Partners 150 1
6 Unison Capital 111 1
7 Nippon Mirai Capital 80 1
8 Integral 78 1
9 SBI Holdings 77 1
10 CHAMP Private Equity 57 1
Source: mergermarket
volume
YTD
31-Mar-2009
House Value
($m)
Asia-Pacific
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 31 March 2009 and exclude lapsed and withdrawn deals
Activity table of private equity firms on Asia-Pacific exits
value
YTD
31-Mar-2009
House Value
($m)
Deal
count
1 Harbinger Capital Partners 408 1
2 KDB Capital 264 1
3 Apple Tree Partners 248 1
4 Telecom Investments (Mauritius) 225 1
5 Q Investments 137 1
6= Catalyst Investment Managers 71 1
6= CHAMP Private Equity 71 1
Source: mergermarket
volume
Deal
count
1 Intel Capital 22 2
2 Hopu Investment Management 2,381 1
3 MBK Partners 1,433 1
4 Terra Firma Capital Partners 278 1
5 Millennium Technology Value Partners 225 1
6 Mizuho Capital Partners 150 1
7 Unison Capital 111 1
8 Nippon Mirai Capital 80 1
9 Integral 78 1
10 SBI Holdings 77 1
YTD
31-Mar-2009
House Value
($m)
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 Asia-
Pacific. The tables by value and volume have been run from 01 January 2009 to 31 March 2009 and exclude lapsed and withdrawn deals
Deal
count
1 Harbinger Capital Partners 408 1
2 KDB Capital 264 1
3 Apple Tree Partners 248 1
4 Telecom Investments (Mauritius) 225 1
5 Q Investments 137 1
6= Catalyst Investment Managers Pty 71 1
6= CHAMP Private Equity 71 1
Source: mergermarket
Monthly M&A report – 46

Monthly M&A report – 47
Asia-Pacific
Trend graphs
Asia-Pacific M&A quarterly trend
value volume
Moving
average
trend line
0
30,000
60,000
90,000
120,000
150,000
Q1
2009
Q4
2008
Q3
2008
Q2
2008
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2008
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2007
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2007
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2007
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2007
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2006
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2005
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2004
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2004
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2004
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2004
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2003
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2003
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2003
Q1
2003
value ($m)
0
100
200
300
400
500
600
700
800
Q1
2009
Q4
2008
Q3
2008
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2008
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2008
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2007
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2007
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2007
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2007
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2006
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2006
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2005
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2004
Q3
2004
Q2
2004
Q1
2004
Q4
2003
Q3
2003
Q2
2003
Q1
2003
number of deals
Asia-Pacific M&A quarterly private equity trend
value volume
0
5,000
10,000
15,000
20,000
25,000
Q1
2009
Q4
2008
Q3
2008
Q2
2008
Q1
2008
Q4
2007
Q3
2007
Q2
2007
Q1
2007
Q4
2006
Q3
2006
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2006
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2006
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2005
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2005
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2005
Q1
2005
Q4
2004
Q3
2004
Q2
2004
Q1
2004
Q4
2003
Q3
2003
Q2
2003
Q1
2003
Value ($m)
Asia-Pacific
buyouts
Asia-Pacific
exits
0
10
20
30
40
50
60
70
80
90
Q1
2009
Q4
2008
Q3
2008
Q2
2008
Q1
2008
Q4
2007
Q3
2007
Q2
2007
Q1
2007
Q4
2006
Q3
2006
Q2
2006
Q1
2006
Q4
2005
Q3
2005
Q2
2005
Q1
2005
Q4
2004
Q3
2004
Q2
2004
Q1
2004
Q4
2003
Q3
2003
Q2
2003
Q1
2003
number of deals
Asia-Pacific
buyouts
Asia-Pacific
exits

Trend graphs
Asia-Pacific M&A annual trends
value volume
value ($bn)
450
400
350
300
250
200
150
100
50
0
2003
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 volume
36.4%
2.6%
1.9%
1.3%
3.3%
0.6%
9%
4.8%
3.5%
12.2%
14%
10.4%
Industrials and Chemicals
Consumer
TMT
Financial services
Business services
Energy, Mining & Utilities
Pharma, Medical & Biotech
Transport
Construction
Leisure
Real Estate
Agriculture
number of deals
3,000
2,500
2,000
1,500
1,000
4.5%
5%
9.2%
500
0
3.9%
11.3%
2003
3.4%
3.7%
2004
2.1%
11.8%
2005
16.8%
13.1%
2006
15.2%
2007
Asia-Pacific
2008
YTD 2009
All Asia-Pacific M&A
Asia-Pacific buyouts
Asia-Pacific exits
Industrials and Chemicals
Consumer
TMT
Financial services
Business services
Energy, Mining & Utilities
Pharma, Medical & Biotech
Transport
Construction
Leisure
Real Estate
Agriculture
Monthly M&A report – 48

Trend graphs
Asia-Pacific M&A Geographic Breakdown YTD 2009
value volume
0.7%
0.7%
0.7%
1.1%
5.3%
0.5% 11%
8.8%
31.4%
17.5%
22.3%
Japan
China
Australia
India
South Korea
Hong Kong
Taiwan
Malaysia
Singapore
Thailand
Other
Asia-Pacific M&A deal size breakdown
value volume
value ($bn)
250
200
150
100
50
0
H1
2003
H2
2003
H1
2004
H2
2004
H1
2005
H2
2005
H1
2006
H2
2006
H1
2007
H2
2007
H1
2008
H2
2008
H1
2009*
> $501m
$251m - $500m
$101m - $250m
$15m - $100m
$5m - $14.9m
number of deals
5.2%
1.3% 1.0%
8.1%
1.6%
1.6%
8.1%
1.6%
5%
1,500
1,200
900
600
300
0
12.6%
H1
2003
H2
2003
H1
2004
H2
2004
H1
2005
24.9%
H2
2005
28.9%
H1
2006
H2
2006
H1
2007
Asia-Pacific
Japan
China
Australia
India
South Korea
Hong Kong
Taiwan
Malaysia
New Zealand
Singapore
Thailand
Other
H2
2007
H1
2008
H2
2008
H1
2009*
> $501m
$251m - $500m
$101m - $250m
$15m - $100m
$5m - $14.9m
Value not disclosed
Monthly M&A report – 49

Mid-market deals
Top 10 Asia-Pacific announced mid-market deals for March 2009
($10m to $250m)
Announced Status Target company Sector Target/seller financial
adviser
26-Mar-09 P YTO Group
Corporation
(undisclosed
stake)
27-Mar-09 P Chelsea Japan Co
Ltd (30% stake)
27-Mar-09 P Kishu Paper Co
Ltd
10-Mar-09 P Manzhouli
Eastmark
Wooden
Products Co Ltd;
Zabaikalskaya
Lesnaya
Kompania; and
Universal Timber
Resources Do
Brazil Participacao
Ltda
9-Mar-09 C CECT -
Chinacomm
Communications
Co Ltd (49%
stake)
11-Mar-09 P Epson Toyocom
Corporation
(33.31% stake)
24-Mar-09 P China Guangdong
Nuclear Wind
Power Co Ltd
(32% stake)
13-Mar-09 P am/pm Japan
Co Ltd
16-Mar-09 P Xcel Telecom
Pvt Ltd
25-Mar-09 P Tone Coca-Cola
Bottling Co Ltd
(30.6% stake)
C = Completed; P = Pending; L = Lapsed
Industrials &
Chemicals
Business
Services
Industrials &
Chemicals
Advising seller: Nomura
Holdings
Target/
seller legal
adviser
Bidder company Bidder
financial
adviser
China National
Machinery
Industry
Corporation
Mitsubishi
Estate Co Ltd
Ernst & Young Hokuetsu
Paper Mills Ltd
Agriculture Bright
Prosperous
Holdings Ltd
TMT Not disclosed Not
disclosed
Industrials &
Chemicals
Energy,
Mining &
Utilities
PricewaterhouseCoopers Yanagida
&
Nomura
Not disclosed Not
disclosed
Consumer Advising seller: Daiwa
Securities Group
TMT Advising seller:
Edelweiss Capital
Consumer Advising seller: Nomura
Holdings
ChinaTel Group
Inc
Seiko Epson
Corporation
CLP Holdings
Limited
Mitsubishi
UFJ
Securities
Bidder legal
adviser
Mori Hamada
& Matsumoto
Asia-Pacific
Seller
company
Sojitz
Corporation
Deal
value
($m)
249
245
Credit Suisse 240
Optima
Capital
Bank of
America
Merrill Lynch
Lawson Inc Mitsubishi
UFJ
Securities
American
Tower
Corporation
Coca-Cola
(Japan)
Company
Limited
Horwitz, Cron
& Jasper
Mori Hamada
& Matsumoto;
Shearman
& Sterling
(Advising Bank
of America
Merrill Lynch);
Simpson
Thacher &
Bartlett
Loh Jia Yee
Katharine
(private
investor)
Trussnet
Capital
Partners (HK)
Ltd
Not disclosed Not disclosed China
Guangdong
Nuclear
Power Group
Rex Holdings
Company
Limited
Clifford Chance Q
Investments
LP
Kikkoman
Corporation
240
196
183
152
148
137
136
Monthly M&A report – 50

Mid-market deals
Asia-Pacific M&A quarterly mid-market trend
value volume
value ($m)
30,000
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 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
number of deals
500
400
300
200
100
Asia-Pacific
0
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
Moving
average
trend line
Monthly M&A report – 51

Mid-market league tables
Top 10 mid-market financial advisers –
Asia-Pacific excl Japan
($10m to $250m)
YTD
31-Mar-09
Value:
Volume:
House Value
($m)
Deal
count
1 Bank of America Merrill Lynch 954 7
2 JPMorgan 724 4
3 Credit Suisse 533 4
4 Deutsche Bank 408 6
5 Optima Capital 358 4
6 Lazard 343 3
7 UBS Investment Bank 241 2
8 Millenium Finance 225 1
9 Partners Capital International 196 2
10 Macquarie Group 192 3
1 Bank of America Merrill Lynch 954 7
2 Deutsche Bank 408 6
3 JPMorgan 724 4
4 Credit Suisse 533 4
5 Optima Capital 358 4
6 Lazard 343 3
7 Macquarie Group 192 3
8 OSK Investment Bank 184 3
9 Morgan Stanley 156 3
10 CIMB Group 65 3
Source: mergermarket
The Financial adviser league tables by value and volume have been run from 01 January
2009 to 31 March 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).
Top 10 mid-market legal advisers –
Asia-Pacific excl Japan
($10m to $250m)
YTD
31-Mar-09
Value:
Volume:
House Value
($m)
Asia-Pacific
Deal
count
1 Khaitan & Co 553 4
2 Hogan & Hartson 446 2
3 Blake Dawson 362 2
4 Jones Day 345 2
5 Stamford Law 329 3
6 Desai & Diwanji 321 2
7 Mallesons Stephen Jaques 308 4
8 Skadden Arps Slate Meagher & Flom 306 3
9 Linklaters 294 4
10 Shearman & Sterling 276 2
1 Freehills 247 5
2 Baker & McKenzie 226 5
3 Khaitan & Co 553 4
4 Mallesons Stephen Jaques 308 4
5 Linklaters 294 4
6 Kim & Chang 175 4
7 Stamford Law 329 3
8 Skadden Arps Slate Meagher & Flom 306 3
9 Herbert Smith/Gleiss Lutz/Stibbe 208 3
10 Freshfields Bruckhaus Deringer 158 3
Source: mergermarket
The Legal adviser league tables by value and volume have been run from 01 January
2009 to 31 March 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 – 52

Greater China
Tech deals lead Taiwanese M&A
• The M&A activities in Taiwan have been rather slow in the
first quarter of 2009. There were only eight announced
deals valued at $494m in total. In comparison, 21 deals
were announced in the first quarter of 2008, totaling
$2.44bn. And out of the eight deals announced so far
this year, the $360m acquisition of Phoenix Precision
Technology Corp by its peer Unimicron made up for more
than 70% of the total deal value in Taiwan.
• On 20 March, Unimicron Technology Corp, a Taiwanlisted
manufacturer of printed circuit boards, agreed to
acquire Phoenix Precision Technology Corp, a Taiwanlisted
manufacturer of substrates, through a share-swap
in the ratio of 0.6 share of Unmicron for each Phoenix
share. The acquisition will facilitate Unimicron to achieve
comprehensive product lines and upgrade technologies in
the future.
• In addition, Japanese chipmaker Elpida Memory has
agreed to be the sole technology partner to Taiwan
Memory Company (TMC), which is specifically set up for
carrying out the Taiwanese government’s restructuring
plan in the electronic industry. Although Elpida Memory
is considering a sale of a 10% stake to TMC in a deal
potentially worth more than $100m, this partnership is
still in a preliminary stage, and the monetary terms and
timeframe have not yet been decided. It is believed
that this partnership will improve Elpida’s balance sheet
and offer next-generation DRAM chips to its Taiwanese
counterparts.
• TMC wanted to include Micron, the NYSE-listed memorychip
maker, in the venture with Elpida; however, Micron
and its Taiwanese partner, Nanya Technology, ruled out the
tie-up with TMC, concerned with losing their technologies
to Elpida.
New French ownership in a Hong Kong icon
• The iconic Hong Kong tram service has been in operation
since 1904, and over the past 105 years, it has been
operated by local Hong Kong companies. But this recently
changed, as the tramway’s management and operations
was handed over to Veolia, a French private operator
of public transportation. On 7 April, Wharf Transport
Investments, the subsidiary of the listed Hong Kong-based
conglomerate, Wharf (Holdings), announced the disposal
of a 50% stake in Hong Kong Tramways to Veolia.
1 All dollar values are in US currency unless stated otherwise
• Wharf claimed that several companies raised their
interests in the Hong Kong tramway business over
the past few years. Veolia, having rail, road and ferry
operations in 28 countries, including 17 tramway systems
in cities across 10 countries, stood out among the
candidates due to its operational expertise in the tramway
business. Through operating Hong Kong Tramways,
Veolia will be able to gain experience in the transportation
industry in China and consolidate its prestige tramway
business.
• The introduction of a foreign ownership into the operation
of a characteristic tramway business inevitably aroused
concerns over the preservation of the cultural heritage
value of the tram. Veolia and Wharf reassured the public
that the traditional outlook and design of the trams will
remain unchanged and the trams will continue to be the
cheapest transport on the island.
• Veolia has the right to buy the remaining stake in Hong
Kong Tramway with an undisclosed expiry date, while
Wharf denied commenting on the possibility of selling
off the whole tramway business in the near future. In
response to speculation that Star Ferry is the next possible
disposal for Wharf due to its low profitability and the
pressure of a fare-raise, the company denied having any
plans to sell the ferry operator at the moment.
Focus on Chinese cross-border deals
• Seven months after Coca-Cola announced the acquisition
of Chinese fruit juice giant Huiyuan Juice, the deal has
lapsed. The Chinese Ministry of Commerce (Mofcom) has
rejected the deal in accordance with China’s anti-monopoly
law enacted in August 2008.
• Huiyuan Juice has more than 10% market share in the
$2bn Chinese fruit juice market, while Coca-Cola has
a 9.7% market share in China, and it was estimated
that the combined entity would eventually have a 40%
market share in the Chinese fruit juice market. Mofcom
contended that the deal would disrupt local competition,
squeeze the market space of small and medium-sized
enterprises and suppress other companies’ participation
in the Chinese juice market. However, Huiyuan Juice
chairman Zhu Xinli was reported to say that there had
been even more interest in the company from other
potential bidders after the Coca-Cola bid lapsed.
Monthly M&A report – 53

Greater China
• Meanwhile, the €236m investment in a 20% stake in
Rothschild by Bank of China announced in September
2008 has also failed, as Bank of China did not receive
the necessary government approval from the Beijing
authorities by the deadline either.
• Notwithstanding the Chinese rejections of the Coca-Cola/
Huiyuan Juice deal and the Bank of China/Rothschild deal,
several Chinese outbound investments are still pending
approval by regulatory authorities overseas. Hunan Valin
Iron & Steel Group, China Minmetals, and Chinalco, three
state-owned Chinese mining companies, are investing in
Australian mining companies Fortescue Metals Group,
Oz Minerals, and Rio Tinto respectively. So far, the Oz
Minerals bid had to be revised significantly on the grounds
of Australian national security. As the heated debate
on whether Chinese state-owned companies should
be allowed to buy Australian mineral assets continues,
regulators are trying to strike a balance between guarding
national interest and avoiding upsetting major buyers that
are trying to rescue the Australian mining industry.
• In an effort to regulate outbound investments, the
Chinese government issued new policies on the approval
process of outbound investments in March. Under the
new rules, outbound investments in excess of $100m
will be reviewed by Mofcom, while investments between
$10m and $100m will be reviewed at a provincial level.
The move came as Chinese government aims to allow
domestic companies to take advantage of deflated asset
prices overseas.
Greater China
Monthly M&A report – 54

Deal of the month
Target: Tianjin Port Company Limited (56.81% stake) Announced: 16 March 2009
Bidder: Tianjin Port Development Holdings Limited Deal value: HK$14,011m
Seller: Tianjin Port (Group) Company Limited Deal nature: Recommended
• Grand Point Investment Limited has signed an agreement
to acquire a 56.81% stake in Tianjin Port Company
Limited from Tianjin Port (Group) Company Limited.
• Tianjin Port Company Limited, the listed Chinese
company, is engaged in port handling, warehousing,
cargo storage, freight forwarding and shipping brokerage.
Tianjin Port Development Holdings Ltd (TPD), the Hong
Kong listed Chinese company, is engaged in container
terminal operations. Tianjin Port (Group) Company Limited
is a China based company engaged in loading, splitting
and unloading of containers, warehousing and storage
of cargo and the provision of integrated transportation,
freight forwarding and shipping brokerage services.
Terms:
• TPD will pay a combined cash and equity consideration of
HK$10.961bn ($1.44bn).
• The consideration of HK$3.93bn ($506.97m) will be paid
in cash, and the remaining HK$7.031bn ($906.99m) by
issuing 3.362bn shares valued at HK$2.0916 per share,
representing a 51% stake in TPD.
• The offer represents a discount of approximately 14%
over Tianjin Port Company Limited’s closing share price
of CNY11.75 ($1.71) as of 13 March 2009, the last trading
day prior to the announcement of the transaction, and a
discount of 17% over its closing share price of CNY12.29
($1.79) as of 16 February 2009, one month prior to the
announcement.
• The implied equity value of the target is approximately
HK$19.294bn ($2.48bn).
Financing:
Greater China
• The acquisition will be funded through TPD’s internal
resources and bank borrowings. TPD may also issue new
shares to fund the cash portion.
Rationale:
• The acquisition will complement the container business
of TPD thereby resulting in increased scale of operations,
improved resource integration and allocation, more
centralized management and better coordination of
project planning. Upon completion, Tianjin Port Group will
hold at least a 51% stake in TPD.
Expected Completion:
• The transaction is expected to close within six months
upon fulfillment of conditions.
Conditions:
• Tianjin Port Company Limited shareholders approval.
• Completion of due diligence on Tianjin Port Company
Limited by TPD.
• Approval from SASAC, MOFCOM and CSRC.
Monthly M&A report – 55

Deal of the month
Exit multiples – Y/E 31/12/2008 Premium Analysis
Multiples Value (HK$m) Offer price per share (HK$) 11.49
Revenue - n/a 1 day before -13.7%
EBITDA - n/a 1 day before -17.49%
EBIT - n/a 1 day after -14.86%
Earnings - n/a Pre-rumor -
Greater China
Advisers
Target/seller Bidder
Financial CITIC Securities Financial Morgan Stanley; Bank of America Merrill Lynch;
Somerley
Legal K&L Gates; Global Law Office Legal Freshfields Bruckhaus Deringer
PR - PR Strategic Financial Relations
Monthly M&A report – 56

Top deals
Top 15 Greater China announced deals for YTD 31 March 2009
Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia
Revenue EBITDA P/E
1-day before
14-Jan-09 C Bank of China Limited
(4.26% stake)
16-Mar-09 P Tianjin Port Company
Limited (56.81% stake)
05-Mar-09 P JISCO Yuzhong Iron
and Steel Co Ltd; and
Jiugang Group (steelmaking
assets)
04-Mar-09 P SDIC Electric Power
Co Ltd
Financial
Services
Hopu Investment
Management Co
Transport Tianjin Port
Development
Holdings Ltd
Industrials &
Chemicals
Energy, Mining
& Utilities
05-Feb-09 P Outram Limited Energy, Mining
& Utilities
05-Jan-09 P Rizhao Medium
Section Mill Co Ltd
(30% stake); Rizhao
Steel Co Ltd (30%
stake); and Rizhao
Steel Wire Co Ltd
(25% stake)
23-Jan-09 P Tsingtao Brewery Co
Ltd (19.99% stake)
09-Jan-09 C Aviation Industries
of China (helicopter
business)
20-Mar-09 P Phoenix Precision
Technology
Corporation
02-Mar-09 P Ningbo Iron and
Steel Co Ltd
(56.15% stake)
20-Mar-09 P Shanghai POSCO
E&C Real Estate
Development Co Ltd
26-Mar-09 P YTO Group
Corporation
(undisclosed stake)
10-Mar-09 P “Manzhouli Eastmark
Wooden Products Co
Ltd; Zabaikalskaya
Lesnaya Kompania;
and Universal Timber
Resources Do Brazil
Participacao Ltda”
20-Jan-09 P Mandarin Oriental
Macau
11-Feb-09 P China M (67% stake);
and Sharp Point
Limited (67% stake)
Industrials &
Chemicals
Gansu Jiu Steel
Group Hongxing Iron
and Steel Co Ltd
SDIC Huajing Power
Holdings Co Ltd
Hongkong Electric
Holdings Limited
Kai Yuan Holdings
Limited
Royal Bank of Scotland
Group Plc
Tianjin Port (Group)
Company Limited
Jiuquan Iron & Steel
(Group) Co Ltd
State Development
& Investment
Corporation
Cheung Kong
Infrastructure Holdings
Limited
Mr Qi Shi An and Mr
Zhang He Yi (private
investors)
Greater China
Deal value
($m)
n/a n/a 6.0 -7.6% 2,381
-13.7% 1,807
- 1,026
- 1,024
5.0 - 733
4.9 3.3 - 671
Consumer Asahi Breweries Ltd Anheuser-Busch InBev 1.4 12.7 32.6 37.7% 668
Industrials &
Chemicals
Industrials &
Chemicals
Industrials &
Chemicals
Tianjin Municipal
Government
Unimicron
Technology Corp
Baoshan Iron &
Steel Co Ltd
Real Estate Shanghai Lujiazui
Finance & Trade
Zone Development
Co Ltd; and
Shanghai Lujiazui
Finance & Trade
Zone United
Development Co Ltd
Industrials &
Chemicals
China National
Machinery Industry
Corporation
Agriculture Bright Prosperous
Holdings Limited
Leisure Sociedade de
Turismo e Diversoes
de Macau SA
Business
Services
Telstra Corporation
Limited
Aviation Industries
Corporation of China
Hangzhou Iron and
Steel Group Company
Posco Engineering &
Construction Co Ltd
Loh Jia Yee Katharine
(private investor)
Mandarin Oriental
International Limited;
and Shun Tak Holdings
- 363
0.9 4.6 261.5 -0.9% 360
- 295
n/a n/a - 258
- 249
- 240
- 206
- 198
C = Completed; P = Pending; L = Lapsed Pharma, Medical & Biotech
Monthly M&A report – 57

Top deals
Top 5 Greater China announced deals of the month (March 2009)
Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia
Revenue EBITDA P/E
1-day before
16-Mar-09 P Tianjin Port Company
Limited (56.81%
stake)
05-Mar-09 P JISCO Yuzhong Iron
and Steel Co Ltd; and
Jiugang Group (steelmaking
assets)
04-Mar-09 P SDIC Electric Power
Co Ltd
20-Mar-09 P Phoenix Precision
Technology
Corporation
02-Mar-09 P Ningbo Iron and
Steel Co Ltd (56.15%
stake)
Transport Tianjin Port
Development
Holdings Ltd
Industrials &
Chemicals
Energy, Mining
& Utilities
Industrials &
Chemicals
Industrials &
Chemicals
Gansu Jiu Steel
Group Hongxing
Iron and Steel
Co Ltd
SDIC Huajing
Power Holdings
Co Ltd
Unimicron
Technology Corp
Baoshan Iron &
Steel Co Ltd
Tianjin Port (Group)
Company Limited
Jiuquan Iron & Steel
(Group) Co Ltd
State Development
& Investment
Corporation
Hangzhou Iron
and Steel Group
Company
Greater China
Deal value
($m)
-13.7% 1,807
- 1,026
- 1,024
0.9 4.6 261.5 -0.9% 360
- 295
C = Completed; P = Pending; L = Lapsed Baoshan Iron & Steel Co Ltd
Monthly M&A report – 58

Expected deals
Pipeline of Greater China expected deals
Situation Target company Sector Potential bidder
company
Significant
M&A
Cathay Financial
Holdings Co Ltd
Expected deal Jiuquan Iron and
Steel Group /
International Mineral
Resources (joint
venture)
Significant
M&A
Significant
M&A
Potential
takeover target
Potential
takeover target
Potential
takeover target
Potential
takeover target
Lenovo Group
Limited
China Yangtze
Transportation
(Group) Corporation
Financial
Services
Energy,
Mining &
Utilities
Waterland Financial
Holdings
Financial
advisers to
bidder (B);
target (T);
seller (S)
Seller
company
Market cap
est.value
($m)
Comments
Greater China
8,090 Cathay Financial Holdings, the listed
financial holding company in Taiwan, is
rumoured to have received a merger offer
from Waterland Financial Holdings, an
affiliate in Taiwan.
3,090 Jiuquan Iron and Steel Group will form a
51-49 joint venture with Kazakhstan based
International Mineral Resources. The new
company will be worth CNY 21.169bn.
TMT 2,742 Lenovo Group Limited, the HK listed
Chinese computer manufacturer, is
rumoured to undergo a substantial
restructuring plan to cope with the current
economic situation, which might include
M&A and changes in senior management.
Transport China National Foreign
Trade Transportation
(Group) Corporation
1,958 China Yangtze Transportation (Group)
Corporation, is considering a possible
merger and reorganization with China
National Foreign Trade Transportation
(Group) Corporation, a state controlled
company. Since SASAC approval is still
required, there are levels of uncertainty as
to whether the proposal will materialize.
SINA Corporation TMT Fosun International 1,171 SINA Corporation, the US listed Chinese
internet portal issued 47m new shares
to Focus Media, the ADR listed Chinese
media company. Fosun International,
the HK listed Chinese company acquired
13.3% stake in Focus Media. It was
rumoured that Fosun will ultimately
acquire SINA.
China Huiyuan Juice
Group Ltd
Fujian Automotive
Group
Hunan Changfeng
Motor Co 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.
Industrials
&
Chemicals
Industrials
&
Chemicals
Beijing Automotive
Industry Group
Guangzhou
Automobile Group
544 Beijing Automotive Industry Group, the
Chinese automobile manufacturer, is in
discussion to acquire Fujian Automotove
Group.
427 Guangzhou Automobile Group, the
Chinese automotive manufacturer, and
Toyota and Honda’s Chinese partner, is
planning to take over Hunan Changfeng
Motor, the sport-utility vehicle specialist.
C = Completed; P = Pending; L = Lapsed Source: mergermarket
Monthly M&A report – 59

League tables
Top 15 financial advisers – Greater China
value
YTD
31-Mar-2009
House Value
($m)
Deal
count
1 Morgan Stanley 16,151 7
2 Nomura Holdings 12,866 3
3 China International Capital 12,862 2
4 JPMorgan 12,609 3
5= Blackstone Group Holdings 11,838 1
5= Credit Suisse 11,838 1
5= Macquarie Group 11,838 1
8= Bank of China International Holdings 2,381 1
8= Royal Bank of Scotland Group 2,381 1
10 Bank of America Merrill Lynch 1,909 2
11 Somerley 1,822 3
12 CITIC Securities 1,807 1
13 BNP Paribas 1,401 2
14 Optima Capital 1,029 5
15 Guotai Junan Securities 1,026 1
Source: mergermarket
volume
YTD
31-Mar-2009
House Value
($m)
Greater China
The financial adviser league tables by value and volume have been run from 01 January 2009 to 31 March 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 – Greater China
value
YTD
31-Mar-2009
House Value
($m)
Deal
count
1 Linklaters 14,219 2
2 Mallesons Stephen Jaques 12,807 4
3 Clifford Chance 11,841 2
4= Allens Arthur Robinson 11,838 1
4= Chiomenti Studio Legale 11,838 1
4= Fried Frank Harris Shriver & Jacobson 11,838 1
4= Johnson Winter & Slattery 11,838 1
4= Simpson Thacher & Bartlett 11,838 1
4= Wachtell, Lipton, Rosen & Katz 11,838 1
10 Blake Dawson 2,801 2
11 Herbert Smith/Gleiss Lutz/Stibbe 2,603 6
12 Freshfields Bruckhaus Deringer 2,494 5
13= Freehills 2,393 1
13= Gilbert + Tobin 2,393 1
15= Davis Polk & Wardwell 2,381 1
15= Slaughter and May 2,381 1
Source: mergermarket
Deal
count
1 Morgan Stanley 16,151 7
2 Optima Capital 1,029 5
3 Taifook Securities 125 4
4 Nomura Holdings 12,866 3
5 JPMorgan 12,609 3
6 Somerley 1,822 3
7 Deutsche Bank 868 3
8 CIMB Group 52 3
9 China International Capital 12,862 2
10 Bank of America Merrill Lynch 1,909 2
11 BNP Paribas 1,401 2
12= Azure Capital 771 2
12= Grant Samuel 771 2
volume
14 Partners Capital International 196 2
15 Platinum Securities 108 2
YTD
31-Mar-2009
House Value
($m)
Source: mergermarket
The legal adviser league tables by value and volume have been run from 01 January 2009 to 31 March 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.
Deal
count
1 Herbert Smith/Gleiss Lutz/Stibbe 2,603 6
2 Freshfields Bruckhaus Deringer 2,494 5
3 Mallesons Stephen Jaques 12,807 4
4 Baker & McKenzie 18 3
5 Linklaters 14,219 2
6 Clifford Chance 11,841 2
7 Blake Dawson 2,801 2
8 Clayton Utz 771 2
9 JSM 760 2
10 DLA Piper 733 2
11 Stikeman Elliott 313 2
12 Skadden Arps Slate Meagher & Flom 209 2
13 Lee and Li Attorneys at Law 168 2
14 Grandall Legal Group 166 2
15 Stamford Law 129 2
Source: mergermarket
Monthly M&A report – 60

value ($m)
Trend graphs
Greater China M&A quarterly trend
value volume
70,000
60,000
50,000
40,000
30,000
20,000
10,000
0
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 20052006
2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
Greater China M&A quarterly private equity trend
value volume
value ($m)
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 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
Greater China
buyouts
Greater China
exits
number of deals
number of deals
300
250
200
150
100
50
25
20
15
10
5
0
Greater China
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 20072008
2008 2008 2008 2009
Moving
average
trend line
0
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
Greater China
buyouts
Greater China
exits
Monthly M&A report – 61

Trend graphs
Greater China M&A annual trends
value volume
value ($bn)
250
200
150
100
50
0
2003
2004
2005
2006
2007
2008
YTD 2009*
All Greater China M&A
Greater China buyouts
Greater China exits
Greater China M&A sector breakdown YTD 2009
value volume
2.4%
1%
2.8%
3.4%
18.1%
14.3%
0.4% 1.9%
16.8%
13.3%
3.1%
22.4%
Consumer
Industrials and Chemicals
TMT
Energy, Mining & Utilities
Financial services
Real estate
Business services
Pharma, Medical & Biotech
Leisure
Transportation
Construction
Agriculture
number of deals
4.9%
9.8%
4.9%
1200
1100
1000
900
800
700
600
500
400
300
200
100
0
4.1%
11.5%
2003
2.5%
3.3%
2.5%
2004
1.8%
13.1%
2005
22.1%
2006
19.7%
2007
Greater China
2008
YTD 2009*
All Greater China M&A
Greater China buyouts
Greater China exits
Consumer
Industrials and Chemicals
TMT
Energy, Mining & Utilities
Financial services
Real estate
Business services
Pharma, Medical & Biotech
Leisure
Transportation
Construction
Agriculture
Monthly M&A report – 62

Mid-market deals
Top 10 Greater China announced mid market deals for March 2009
($10m to $250m)
Announced Status Target company Sector Target
financial
adviser
26-Mar-09 P YTO Group
Corporation
(undisclosed stake)
10-Mar-09 P Manzhouli
Eastmark
Wooden
Products Co Ltd;
Zabaikalskaya
Lesnaya
Kompania; and
Universal Timber
Resources
Do Brazil
Participacao Ltda
09-Mar-09 P CECT -
Chinacomm
Communications
Co Ltd (49%
stake)
24-Mar-09 P China Guangdong
Nuclear Wind
Power Co Ltd
(32% stake)
13-Mar-09 P Delta Networks
Inc (39.8% stake)
04-Mar-09 P Shijiazhuang Sanlu
Group Co Ltd
18-Mar-09 P China Resources
Microelectronics
Limited (39.3%
stake)
27-Mar-09 P ShopNet Co Ltd
(85% stake)
13-Mar-09 P Shandong Hupo
Brewery (90%
stake)
03-Mar-09 P Sichuan Huachuan
Gas Company
Limited
Industrials &
Chemicals
Target legal
adviser
Bidder company Bidder
financial
adviser
China National
Machinery
Industry
Corporation
Agriculture Bright
Prosperous
Holdings Ltd
TMT Not disclosed Not disclosed ChinaTel Group
Inc
Energy,
Mining &
Utilities
Not disclosed Not disclosed CLP Holdings
Limited
TMT None used Skadden
Arps Slate
Meagher &
Flom
Delta
Electronics
Incorporated
Optima
Capital
Limited
Bidder legal
adviser
Horwitz,
Cron &
Jasper
Not disclosed Not
disclosed
Polaris
Capital
Lee and Li
Attorneys
at Law
Greater China
Seller company Deal
value
($m)
249
Loh Jia Yee
Katharine (private
investor)
Trussnet Capital
Partners (HK) Ltd
China
Guangdong
Nuclear Power
Group
Consumer Sanyuan Group 90
TMT KGI Group Conyers Dill
& Pearman
Consumer Lee and Li
Attorneys at
Law
China
Resources
(Holdings) Co
Ltd
Consumer SABMiller
Plc; and China
Resources
Enterprise
Limited
Energy,
Mining &
Utilities
Anglo
Chinese
Corporate
Finance
Richards
Butler in
association
with Reed
Smith
Mitsui & Co Ltd Chinatrust
Financial Holding
Company
Towngas China
Co Ltd
Cai Xin Chuan
and Lin Guo
Qing (private
investors)
C = Completed; P = Pending; L = Lapsed Source: mergermarket
240
196
152
109
89
59
42
37
Monthly M&A report – 63

Monthly M&A report – 64
Greater China
Mid-market deals
Greater China M&A quarterly mid-market trend
value volume
0
3,000
6,000
9,000
12,000
15,000
Q1
2009
Q4
2008
Q3
2008
Q2
2008
Q1
2008
Q4
2007
Q3
2007
Q2
2007
Q1
2007
Q4
2006
Q3
2006
Q2
2006
Q1
2006
Q4
2005
Q3
2005
Q2
2005
Q1
2005
Q4
2004
Q3
2004
Q2
2004
Q1
2004
Q4
2003
Q3
2003
Q2
2003
Q1
2003
0
3,000
6,000
9,000
12,000
15,000
Q1
2009
Q4
2008
Q3
2008
Q2
2008
Q1
2008
Q4
2007
Q3
2007
Q2
2007
Q1
2007
Q4
2006
Q3
2006
Q2
2006
Q1
2006
Q4
2005
Q3
2005
Q2
2005
Q1
2005
Q4
2004
Q3
2004
Q2
2004
Q1
2004
Q4
2003
Q3
2003
Q2
2003
Q1
2003
value ($m)
0
20
40
60
80
100
120
140
160
180
200
Q1
2009
Q4
2008
Q3
2008
Q2
2008
Q1
2008
Q4
2007
Q3
2007
Q2
2007
Q1
2007
Q4
2006
Q3
2006
Q2
2006
Q1
2006
Q4
2005
Q3
2005
Q2
2005
Q1
2005
Q4
2004
Q3
2004
Q2
2004
Q1
2004
Q4
2003
Q3
2003
Q2
2003
Q1
2003
number of deals
Moving
average
trend line

Mid-market league tables
Top 10 mid-market financial advisers –
Greater China
($10m to $250m)
YTD
31-Mar-2009
Value:
Volume:
House Value
($m)
Deal
count
1 Optima Capital 358 4
2 Partners Capital International 196 2
3 First Shanghai Investments 155 1
4= Morgan Stanley 111 2
4= Taifook Securities 111 2
6= Guodu Securities 109 1
6= Polaris Capital 109 1
8 Platinum Securities 108 2
9 Mitsubishi UFJ Securities 106 1
10 Bank of America Merrill Lynch 102 1
1 Optima Capital 358 4
2 Partners Capital International 196 2
3= Morgan Stanley 111 2
3= Taifook Securities 111 2
5 Platinum Securities 108 2
6 GF Securities 80 2
7 Wallbanck Brothers Securities 76 2
8 Bridge Partners Capital 55 2
9 CIMB Group 42 2
10 First Shanghai Investments 155 1
Source: mergermarket
The financial adviser league tables by value and volume have been run from 01 January
2009 to 31 March 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 10 mid-market legal advisers –
Greater China
($10m to $250m)
YTD
31-Mar-2009
Value:
Volume:
House Value
($m)
Greater China
Deal
count
1 Skadden Arps Slate Meagher & Flom 209 2
2 Herbert Smith/Gleiss Lutz/Stibbe 208 3
3 C&C Advogados 206 1
4= Hogan & Hartson 198 1
4= Mallesons Stephen Jaques 198 1
6 Horwitz, Cron & Jasper 196 1
7 Haiwen & Partners 185 1
8 Lee and Li Attorneys at Law 168 2
9 Grandall Legal Group 166 2
10 King & Wood 155 1
1 Herbert Smith/Gleiss Lutz/Stibbe 208 3
2 Skadden Arps Slate Meagher & Flom 209 2
3 Lee and Li Attorneys at Law 168 2
4 Grandall Legal Group 166 2
5 Stamford Law 129 2
6 Conyers Dill & Pearman 105 2
7 Li & Partners Solicitors 55 2
8 Morrison & Foerster 27 2
9 C&C Advogados 206 1
10= Hogan & Hartson 198 1
10= Mallesons Stephen Jaques 198 1
Source: mergermarket
The legal adviser league tables by value and volume have been run from 01 January
2009 to 31 March 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 – 65

Japan
Slight recovery in the Japanese M&A market
• In the second half of 2008, the number of M&A deals
decreased in Japan, and although there were major
outbound deals such as Mitsubishi UFJ’s acquisition of
Morgan Stanley preferential shares, the domestic market
was seeing significantly less activity compared to the first
half of 2008.
• In the first quarter of 2009, Japan has seen a slight
recovery in the number of M&A transactions on quarterto-quarter
basis, defying the global trend. While there
has not been any major deal in the year to date, the
mid-market M&A has become quite active across a wide
range of sectors. Moreover, private equity firms has
started their acquisitive moves as well, and in the first
quarter of 2009, the value of PE deals almost doubled
while the number increased by more than 40%. As the
exit deals are so far very limited in number, we can clearly
see that PE firms are trying to add on to their holdings
when attractive companies are affordable.
• Looking ahead, the region is expected to see more deals
as a result of the rollout of the global economic downturn.
Citigroup is rumoured to withdraw from all the retail as
well as the corporate business in Japan and to put their
Japanese operations up for sale. AIG is also expected
to sell its AIG Edison Life Insurance and AIG Star Life
Insurance. These targets are attracting buyers that are
aiming to fill in the empty space left after such major
overseas companies retreat, and this trend has stimulated
further merger talks among other financial firms and
insurance companies.
Nomura Holdings expands its global presence
• About half a year has passed since Nomura Holdings
acquired the Asia-Pacific and European operations of
insolvent Lehman Brothers in September 2008. While
the fiscal 2008 result of the company is yet to be
announced, the positive outcome of the acquisition has
become apparent in the financial adviser league tables.
• Nomura Holdings has long dominated the Japanese
financial adviser rankings, but their presence has always
been limited to the domestic market. As of 30 June
2008, the last quarter before the credit crunch, Nomura
Holdings ranked at 35 in value and 23 in volume in the
global financial league tables, while Lehman Brothers
ranked number 4 in value and 16 in volume. In the first
quarter of 2009, Nomura’s ranking has risen to reach 17
in value and 10 in volume globally.
• In addition to the acquisition of Lehman Brothers, there
are a few other reasons behind Nomura’s upsurge in
the global M&A market. Firstly, while the number of
M&A transactions declined globally, Japan is one of
few countries that has seen an increase on a quarter
to quarter basis. And although Nomura now has strong
overseas operations, its main foothold remains in Japan,
with a rise in Japanese M&A directly affecting Nomura’s
performance. Secondly, since the credit crunch came to
surface in 2008, some of the major players such as Merrill
Lynch have been merged with other firms, resulting in
fewer players left in the market. And while it is likely that
we see new firms entering the market, Nomura so far
successfully filled the void.
Monthly M&A report – 66

Deal of the month
Target: USJ Co., Ltd Announced: 11 March 2009
Bidder: Goldman Sachs; MBK Partners; and Owl Creek
Asset Management
Deal value: $1.135bn
Seller: Deal nature: Recommended
• Goldman Sachs Group Inc, the US listed bank holding
and investment company, has made an offer to acquire
Universal Studios Japan (USJ) Co Ltd, the Japan listed
theme park, in the form of a cash tender offer.
• Goldman Sachs is offering JPY 50,000 per USJ share,
which represents a 22.85% premium over the closing
price of USJ of JPY 40,700 on 18 March 2009, the last
trading day before the announcement. The offer price
values USJ at JPY 111.241bn (USD 1.135bn).
• Goldman Sachs has established an acquisition vehicle
called SG Investment through its subsidiary Crane
Holdings, which already owns a 41.03% stake in USJ.
While SG Investment aims to acquire the entire stake
and de-list USJ, upon successful completion, Goldman
Sachs along with the Japanese private equity firm MBK
Partners and US asset management firm Owl Creek
Asset Management will share stakes in SG Investment.
CONDITIONS
• Minimum acceptances of 80.864% (additional
19.524% required).
Exit multiples – Y/E 31/3/07 Premium analysis
Japan
The current CEO of USJ will also contribute equity to SG
Investment and continue to serve the post for the next
5 years. After the tender offer is completed, Crane will
control 61.21% of USJ; MBK will control 23.57%; Owl
Creek will control 15.08%; and finally CEO Gumpell will
control 0.13%.
• The consideration will be payable in cash, and Goldman
Sachs will fund the transaction by a syndicated loan of
JPY 75bn from Sumitomo Mitsui Bank Corp, DBJ, Bank
of Tokyo-Mitsubishi UFJ, Mizuho Corp Bank, Nomura
Capital, Sumitomo Trust, GE Financial Services, Calyon
Bank, The Chuo Mitsui Trust and Banking.
• The offer will last for 40 business days, ending on 21 May
2009, and the result is expected to be announced on the
following day.
Multiples Value (JPYm) Offer price per share (JPY) 50,000
Revenue 1.8x 73,158 1 day before 22.85%
EBITDA 6.2x 21,662 1 month before 42.45%
EBIT 16.1x 8,402 1 day after 2.67%
Earnings 16.0x 6,766 Pre-rumor -
Advisers
Target/seller Bidder
Financial Daiwa Securities Group Financial Goldman Sachs
Nomura Holdings
Legal Nishimura & Asahi Legal Skadden Arps Slate Meagher & Flom
PR PR
mergermarket Intelligence
28-Jan-09 NEC Tokin slashes 9,450 jobs, new share issuance only option to boost balance sheet; NEC to finance share acquisition from JPY 38bn
cash on hand
22-Jul-08 NEC Tokin changes charter to issue non-voting preferred shares; has no immediate issuing plan
Monthly M&A report – 67

Deal of the month
Japan
mergermarket Intelligence
27-Mar-09 Tata Motors to minimize pressure on bridge loan financing by tapping domestic funds; SBI Caps likely to be roped in depending on its loan
exposure
24-Mar-09 USJ shareholders NTT, West JR moving to tender, Goldman under fire from angry retail shareholders
24-Mar-09 USJ: Goldman to formally sign JPY 75bn syndicated loan contract March end, no definite plans for exit, spokesperson says
19-Mar-09 USJ, Osaka City to support Goldman Sachs' tender offer to acquire USJ, sources say
19-Jan-09 USJ: Goldman Sachs may have difficulties obtaining financing for tender offer, bankers and lawyer say
02-Sep-08 Tecmo minority shareholders expected to complain about JPY 920 offer, Square Enix to finance acquisition with own cash
Timetable and expected events
Offer timetable Date Completed Notes
Target's official
response
19-Mar-09 Y Board of directors agrees with the tender offer to be made by Goldman Sachs
Offer period
commences
23-Mar-09 Y offer commencement notice issued on the same day, Article 27-9
Last day for revising ,
extending, competing
offer
21-May-09 latest at closing date, Article 27-6(3)
Closing date 21-May-09 40 trading days, from the company.; min 20 - max 60 trading days, Article 27-2(2), Code 9(1)
Offer results 22-May-09 normally next trading day from closing date of offer
Settlement
Company events
28-May-09 From the company
USJ ex-dividend (final) dR estimate; refers to last day to purchase USJ shares to receive final dividend of JPY 2800 per share;
3 trading days prior to record date, actual record date on 31 March 2009
USJ FY results 08-May-09 dR estimate; refers to USJ Full Year financial results, 31 May 2009
USJ dividend payment
(final)
24-Jun-09 dR estimate; refers to transfer of JPY 2800 per share to USJ shareholders
Monthly M&A report – 68

Top deals
Top 15 Japanese announced deals for YTD March 2009
Japan
Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia
Revenue EBITDA P/E
1-day before
19-Mar-09 C USJ Co., Ltd. Leisure Goldman Sachs 2.0 6.8 17.3 22.9% 1,433
27-Jan-09 C NEC TOKIN
Corporation (34.5%
stake)
27-Feb-09 P Mishima Olympus
Co., Ltd.; Olympus
Corporation (Diagnostic
Systems division);
Olympus Medical
Engineering Co., Ltd.
12-Mar-09 P Otsuka Chemical
Holdings Co., Ltd.
(27.60% stake)
19-Feb-09 P Softbank IDC Solutions
Corporation
Industrials &
Chemicals
Pharma, Medical
& Biotech
Industrials &
Chemicals
23-Jan-09 C Tokyo Leasing Co. Ltd. Financial
Services
23-Jan-09 P JPExpress Co Ltd
(16% stake)
28-Jan-09 C Link Theory Holdings
Co Ltd (67.68% stake)
5-Feb-09 P Towa Real Estate
Development
Company Limited
(Undisclosed Economic
Interest)
27-Mar-09 P Chelsea Japan Co.,
Ltd. (30% stake)
27-Jan-09 P Nippon Milk
Community Co Ltd
27-Mar-09 P Kishu Paper Co., Ltd. Industrials &
Chemicals
13-Feb-09 C eBank Corporation
(46.4% stake)
11-Mar-09 P Epson Toyocom
Corporation (33.31%
stake)
14-Jan-09 P Hitachi Koki Co Ltd
(10.13% stake)
Deal value
($m)
NEC Corporation 1.6 18.4 (loss) -10.1% 1,019
Beckman Coulter
Inc
Otsuka Holdings
Co., Ltd.
TMT Yahoo Japan
Corporation
Century Leasing
System Inc
Transport Japan Post Service
Co Ltd
Consumer Fast Retailing Co.,
Ltd.
Real Estate Mitsubishi Estate
Co Ltd
Real Estate Mitsubishi Estate
Co Ltd
Consumer Snow Brand Milk
Products Co Ltd
Financial
Services
Industrials &
Chemicals
Industrials &
Chemicals
Olympus
Corporation
Softbank
Corporation
Nippon Express
Co Ltd
1.5 - 790
- 535
4.9 23.4 - 477
n/a n/a 6.8 -7.8% 450
3.7 - 370
0.8 16.4 (loss) 61.9% 363
n/a n/a 3.5 5.6% 317
Sojitz Corporation 3.9 30.7 - 245
Norichukin Bank;
Zen-noh; and
Zenrakuren
0.1 10.4 - 245
Hokuetsu Paper
Mills, Ltd.
0.5 18.6 6.2 0.9% 240
Rakuten Inc n/a n/a (loss) - 218
Seiko Epson
Corporation
0.5 3.3 6.5 80.4% 183
Hitachi Ltd 1.0 6.7 9.9 75.7% 180
C = Completed; P = Pending; L = Lapsed Source: mergermarket
Top 5 Japanese announced deals of the month (March 2009)
Announced Status Target Company Sector Bidder company Seller company Exit multiples (x) Bid premia
Revenue EBITDA P/E
1-day before
19-Mar-09 C USJ Co., Ltd. Leisure Goldman Sachs 2.0 6.8 17.3 22.9% 1,433
12-Mar-09 P Otsuka Chemical
Holdings Co., Ltd.
(27.6% stake)
27-Mar-09 P Chelsea Japan Co.,
Ltd. (30% stake)
27-Mar-09 P Kishu Paper Co.,
Ltd.
11-Mar-09 P Epson Toyocom
Corporation
(33.31% stake)
Industrials &
Chemicals
Otsuka Holdings
Co., Ltd.
Real Estate Mitsubishi Estate
Co Ltd
Industrials &
Chemicals
Industrials &
Chemicals
Hokuetsu Paper
Mills, Ltd.
Seiko Epson
Corporation
Deal value
($m)
- 535
Sojitz Corporation 3.9 30.7 - 245
0.5 18.6 6.2 0.9% 240
0.5 3.3 6.5 80.4% 183
C = Completed; P = Pending; L = Lapsed Source: mergermarket
Monthly M&A report – 69

Expected deals
Pipeline of Japanse expected deals
Situation Target Company Sector Potential bidder
company
Expected
Deal
Expected
Deal
Expected
Deal
Expected
Deal
Expected
Deal
Takeover
Targets
Alico Japan;
AIG Edison Life
Insurance; and AIG
Star Life Insurance
Financial
Services
Nikko Cordial Financial
Services
Nippon Mining
Holdings Inc
Nipponkoa
Insurance Co Ltd
Morgan Stanley
Japan Ltd
Energy,
Mining &
Utilities
Financial
Services
Financial
Services
Prudential
Corporation Plc;
Tokio Marine
Holdings, Inc.;
and Nippon Life
Insurance Company
Mizuho Financial
Group; Mitsubishi
UFJ Financial
Group; and
Sumitomo Mitsui
Financial Group
Nippon Oil
Corporation
Sompo Japan
Insurance Inc
Mitsubishi UFJ
Financial Group Inc
Financial adviser
to bidder (B);
target (T); seller
(S)
Seller
company
American
International
Group Inc
Market cap/ est.
value ($m)
9,500
(estimated
value for the
three AIG
insurance units
in Japan)
Citigroup Inc 5,000 (est
value)
2,940 (market
cap)
4,850 (market
cap)
1,015 (capital
base)
Zict Inc Leisure Atom Corporation 360 (market
cap)
Comments
Japan
Following the bailout by the US
government, American International Group
has announced its plan to sell a number of
business units around the world, including
three subsidiaries in Japan.
Citigroup is expected to retreat from the
retail business in Japan, and has invited
bidders to table offers for the Japanese
brokerage group Nikko Cordial
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.
Sompo Japan and Nipponkoa have
announced a basic agreement to establish
a joint holding company by April 2010.
Mitsubishi UFJ Financial Group and Morgan
Stanley have signed a memorandum of
understanding to form a joint venture
in Japan by combining their securities
businesses. MUFG will own a 60% stake
while Morgan Stanly will own a 40%
stake. The two companies aim to close the
transaction by the end of March 2010.
Zict Inc, the Japan listed restaurant
operator, is rumoured to be in merger talks
with Atom Corporation, a Japan listed
affiliate. Zict announced that a merger will
take place through a stock swap where one
Zict share will be exchanged for 0.6 shares
of Atom.
C = Completed; P = Pending; L = Lapsed Source: mergermarket
Monthly M&A report – 70

League tables
Top 15 financial advisers - Japan
value
YTD
31-Mar-09
House Value
($m)
Deal
count
1 Nomura Holdings 7,279 25
2 Daiwa Securities Group 3,235 17
3 Citigroup 2,890 8
4 Mizuho Financial Group 2,449 12
5 Ernst & Young 2,143 6
6 UBS Investment Bank 2,129 3
7 Goldman Sachs 1,566 2
8 Credit Suisse 1,377 5
9= Royal Bank of Scotland Group 1,233 1
9= Standard Chartered 1,233 1
11 PricewaterhouseCoopers 1,060 5
12 Lazard 916 2
13 Morgan Stanley 790 1
14 Rothschild 776 1
15= BNP Paribas 668 1
15= ING 668 1
Source: mergermarket
volume
YTD
31-Mar-09
Japan
House Value
($m)
Deal
count
1 Nomura Holdings 7,279 25
2 Daiwa Securities Group 3,235 17
3 Mizuho Financial Group 2,449 12
4 Citigroup 2,890 8
5 GCA Savvian Corporation 181 8
6 Ernst & Young 2,143 6
7 Credit Suisse 1,377 5
8 PricewaterhouseCoopers 1,060 5
9 Mitsubishi UFJ Securities 510 4
10 UBS Investment Bank 2,129 3
11 Bank of America Merrill Lynch 328 3
12 Goldman Sachs 1,566 2
13 Lazard 916 2
14 Macquarie Group 575 2
15 ABeam M&A Consulting Corp Fin 27 2
Source: mergermarket
The financial adviser league tables by value and volume have been run from 01 January 2009 to 31 March 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 Japanese
Top 15 legal advisers - Japan
value
YTD
31-Mar-09
House Value
($m)
Deal
count
1 Mori Hamada & Matsumoto 3,550 13
2 Nishimura & Asahi 3,086 15
3 Baker & McKenzie 1,692 5
4 Davis Polk & Wardwell 1,549 5
5 Morrison & Foerster 1,435 6
6 Nagashima Ohno & Tsunematsu 1,344 5
7 Latham & Watkins 1,110 3
8 Gibson Dunn & Crutcher 1,057 1
9 Shearman & Sterling 959 3
10 Freehills 902 2
11= Gide Loyrette Nouel 790 1
11= Squire, Sanders & Dempsey 790 1
11= White & Case 790 1
11= William Fry 790 1
15 Minter Ellison 670 2
Source: mergermarket
volume
YTD
31-Mar-09
House Value
($m)
Deal
count
1 Nishimura & Asahi 3,086 15
2 Mori Hamada & Matsumoto 3,550 13
3 Morrison & Foerster 1,435 6
4 Jones Day 356 6
5 Baker & McKenzie 1,692 5
6 Davis Polk & Wardwell 1,549 5
7 Nagashima Ohno & Tsunematsu 1,344 5
8 TMI Associates 316 4
9 Latham & Watkins 1,110 3
10 Shearman & Sterling 959 3
11 Freehills 902 2
12 Minter Ellison 670 2
13 Yanagida & Nomura 632 2
14 Simpson Thacher & Bartlett 546 2
15 Allen & Overy 320 2
Source: mergermarket
The legal adviser league tables by value and volume have been run from 01 January 2009 to 31 March 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 Japanese
Monthly M&A report – 71

League tables
Activity table of private equity firms on Japanese buyouts
value
YTD
31-Mar-09
value
House Value
($m)
Deal
count
1 MBK Partners 1,433 1
2 Mizuho Capital Partners 150 1
3 Unison Capital 111 1
4 Nippon Mirai Capital 80 1
5 Integral Corporation 78 1
6 SBI Holdings 77 1
7 Daiwa SMBC Capital 18 1
8 CLSA Capital Partners 11 1
9 The Riverside Company 0 1
10 Tokyo Small and Medium Business
Investment & Consultation
YTD
31-Mar-09
House Value
($m)
0 1
Source: mergermarket
Deal
count
1 Daiwa SMBC Capital 21 1
2= Daiwa Securities SMBC Principal
Investments
- 1
2= DZ Equity Partner - 1
2= HSBC Private Equity (Asia) - 1
2= Sued Private Equity - 1
Source: mergermarket
volume
YTD
31-Mar-09
volume
Japan
House Value
($m)
The private equity buyout activity tables by value and volume are based on private equity firms advising the bidder on buyout deals where the dominant geography of the target company is
Japanese The tables by value and volume have been run from 01 January 2009 to 31 March 2009 and exclude lapsed and withdrawn deals
Activity table of private equity firms on Japanese exits
The private equity exit activity tables by value and volume are based on private equity firms advising the vendor on exit deals where the dominant geography of the target company is Japanese
The tables by value and volume have been run from 01 January 2009 to 31 March 2009 and exclude lapsed and withdrawn deals
Deal
count
1 MBK Partners 1,433 1
2 Mizuho Capital Partners 150 1
3 Unison Capital 111 1
4 Nippon Mirai Capital 80 1
5 Integral Corporation 78 1
6 SBI Holdings 77 1
7 Daiwa SMBC Capital 18 1
8 CLSA Capital Partners 11 1
9 The Riverside Company 0 1
10 Tokyo Small and Medium Business
Investment & Consultation
YTD
31-Mar-09
House Value
($m)
0 1
Source: mergermarket
Deal
count
1 Daiwa SMBC Capital 21 1
2= Daiwa Securities SMBC Principal
Investments
- 1
2= DZ Equity Partner - 1
2= HSBC Private Equity (Asia) - 1
2= Sued Private Equity - 1
Source: mergermarket
Monthly M&A report – 72

Trend graphs
Japanese M&A quarterly trend
value ($m)
value volume
40,000
35,000
30,000
25,000
20,000
15,000
10,000
5,000
0
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
Japanese M&A quarterly private equity trend
value volume
value ($m)
9,000
8,000
7,000
6,000
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 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
Japanese buyouts
Japanese exits
number of deals
number of deals
160
140
120
100
80
60
40
20
20
18
16
14
12
10
8
6
4
2
0
0
Japan
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
Moving
average
trend line
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
Japanese buyouts
Japanese exits
Monthly M&A report – 73

Trend graphs
Japanese M&A annual trends
value volume
value ($bn)
120
100
80
60
40
20
0
2003
2004
2005
2006
2007
2008
YTD 2009
All Japanese M&A
Japanese buyouts
Japanese exits
Japanese M&A sector breakdown YTD 2009
value volume
8.4%
0.6%
5.5%
14.7%
0.3%
4.5%
10.9%
18.3% 10.2%
16.5%
10.2%
Business services
TMT
Industrials & Chemicals
Financial services
Consumer
Transport
Construction
Pharma, Medical & Biotech
Leisure
Real Estate
Energy, Mining & Utilities
number of deals
6.4%
11.8%
6.4%
500
400
300
200
100
0
2003
11.8%
2004
0.9%
2.7%
2.7%
5.5%
16.4%
2005
18.2%
2006
17.3%
2007
Japan
2008
Business services
TMT
Industrials & Chemicals
Financial Services
Consumer
Transport
Construction
Pharma, Medical & Biotech
Leisure
Real Estate
Energy, Mining & Utilities
YTD 2009
All Japanese M&A
Japanese buyouts
Japanese exits
Monthly M&A report – 74

value ($m)
Mid-market deals
Top 10 Japanese announced mid market deals for YTD 2009
($10m to $250m)
Announced Status Target company Sector Target/seller financial
adviser
27-Jan-09 P Nippon Milk
Community Co Ltd
27-Mar-09 P Chelsea Japan Co.,
Ltd. (30% stake)
27-Mar-09 P Kishu Paper Co.,
Ltd.
13-Feb-09 C eBank Corporation
(46.4% stake)
11-Mar-09 P Epson Toyocom
Corporation
(33.31% stake)
14-Jan-09 P Hitachi Koki Co Ltd
(10.13% stake)
30-Jan-09 P Itoham Foods
Incorporated
(16.43% stake)
30-Jan-09 P Wavelock Holdings
Co Ltd
13-Mar-09 P am/pm Japan Co
Ltd
25-Mar-09 P Tone Coca-Cola
Bottling Co., Ltd.
(30.6% stake)
C = Completed; P = Pending; L = Lapsed
Japanese M&A quarterly mid-market trend
value volume
4,500
4,000
3,500
3,000
2,500
2,000
1,500
1,000
500
0
Consumer Mizuho Financial Group;
PricewaterhouseCoopers
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
Target/seller
legal adviser
number of deals
70
60
50
40
30
20
10
0
Bidder
company
Snow
Brand Milk
Products Co
Ltd
Real Estate Nomura Holdings Mitsubishi
Estate Co
Ltd
Industrials &
Chemicals
Financial
Services
Industrials &
Chemicals
Industrials &
Chemicals
Bidder
financial
adviser
Daiwa
Securities
Group;
Mizuho
Financial
Group
Mitsubishi
UFJ Securities
Co Ltd
Bidder legal
adviser
Mori
Hamada &
Matsumoto
Japan
Seller
company
Norichukin
Bank; Zennoh;
and
Zenrakuren
Sojitz
Corporation
Deal
value
($m)
245
Ernst & Young Hokuetsu
Paper Mills,
Ltd.
Credit Suisse 240
Rakuten Inc Nishimura &
Asahi
218
PricewaterhouseCoopers Yanagida &
Nomura
Seiko Epson
Corporation
Bank of
America
Merrill Lynch
Citigroup Hitachi Ltd Nomura
Holdings
Consumer Mitsubishi
Corporation
Industrials &
Chemicals
PricewaterhouseCoopers Nishimura &
Asahi
Wavelock
Investment
Consumer Daiwa Securities Group Lawson Inc Mitsubishi
UFJ Securities
Consumer Nomura Holdings Coca-Cola
(Japan)
Company
Limited
Mori
Hamada &
Matsumoto;
Shearman
& Sterling
(Advising
Bank of
America
Merrill
Lynch);
Simpson
Thacher &
Bartlett
Davis Polk &
Wardwell
Kenichi Ito
(private
investor)
Morrison &
Foerster
Rex Holdings
Company
Limited
Kikkoman
Corporation
245
183
180
152
150
148
136
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
Monthly M&A report – 75

Mid-market league tables
Top 10 mid-market financial advisers –
Japan
($10m to $250m)
YTD
31-Mar-09
Value:
Volume:
House Value
($m)
Deal
count
1 Nomura Holdings 1172 14
2 Mizuho Financial Group 836 5
3 Daiwa Securities Group 783 12
4 PricewaterhouseCoopers 610 4
5 Credit Suisse 587 3
6 Mitsubishi UFJ Securities 510 3
7 Citigroup 465 4
8 Ernst & Young 461 4
9 Bank of America Merrill Lynch 328 2
10 Lazard 248 1
10= Merrill Lynch 145 1
1 Nomura Holdings 1172 14
2 Daiwa Securities Group 783 12
3 Mizuho Financial Group 836 5
4 PricewaterhouseCoopers 610 4
5 Citigroup 465 4
6 Ernst & Young 461 4
7 Credit Suisse 587 3
8 Mitsubishi UFJ Securities 510 3
9 GCA Savvian 172 3
10 Bank of America Merrill Lynch 328 2
Source: mergermarket
The financial adviser league tables by value and volume have been run from 01 January
2009 to 31 March 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 Japanese
Top 10 mid-market legal advisers –
Japan
($10m to $250m)
YTD
31-Mar-09
Value:
Volume:
Japan
House Value
($m)
Deal
count
1 Mori Hamada & Matsumoto 733 7
2 Nishimura & Asahi 603 7
3 Baker & McKenzie 466 2
4 Davis Polk & Wardwell 442 3
5 Morrison & Foerster 378 5
6 Jones Day 348 4
7 Nagashima Ohno & Tsunematsu 325 4
8 TMI Associates 316 4
9 Davis 221 1
10 Fasken Martineau 221 1
1 Mori Hamada & Matsumoto 733 7
2 Nishimura & Asahi 603 7
3 Morrison & Foerster 378 5
4 Jones Day 348 4
5 Nagashima Ohno & Tsunematsu 325 4
6 TMI Associates 316 4
7 Davis Polk & Wardwell 442 3
8 Baker & McKenzie 466 2
9 Anderson Mori & Tomotsune 69 2
10 Davis 221 1
Source: mergermarket
The legal adviser league tables by value and volume have been run from 01 January
2009 to 31 March 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 Japanese
Monthly M&A report – 76

Australia
Looming recession keeps Australian M&A
on backburner
• Despite the recent implementation of the unprecedented
A$42bn second round Government stimulus package
and the Reserve Bank of Australia cutting interest rates
by another 0.25% bringing its total cuts to 4.25% since
September, there is now little doubt that Australia is indeed
already in a recession. It is also obvious that the economic
outlook has already firmly depressed the Australian M&A
market with only 48 deals announced so far this year,
placing the quarter firmly as the slowest quarter in five
years. The total M&A values has surpassed $17.8bn in
the first quarter of 2009, which is actually ahead of the
quarterly average for 2008, but this is mainly a result
of Rio Tinto agreeing to sell its stakes in nine mining
assets to Aluminum Corporation of China (Chinalco),
for a total consideration of $11.8bn, and looking beyond
this transaction there is not much good news for M&A
practitioners.
• In line with the rest of the market, the Australian private
equity firms have not returned with any kind of confidence
or aggression in 2009. Low valuations and stressed
investors have historically constituted great purchase
opportunities for cashed-up private equity players, but
with only a handful of smaller private equity transactions
in the fourth quarter of 2008 and even fewer deals in Q1
2009, cash so far still seems to be king in the Australian
market. In fact, the $278m buyout of Consolidated
Pastoral Company by Terra Firma Capital Partners, and the
$57m buyout of a 75% stake in Centric Wealth Advisers by
CHAMP Private Equity announced in early January remain
the only two Australian buyouts so far this year.
• The private equity houses are also increasingly holding
onto their current investments, and with a rapid rise in
company valuations looking less and less likely, only an
increased need for private equity houses to rapidly convert
holdings to cash will see any short-term change to this
deal drought. So far this year the only three announced
exits are the $408m sale of a 9% stake in Fortescue
Metals by Harbinger Capital, the $248m sale of HeartWare
International to Thoratec by Apple Tree Partners and
the $71m sale of Australian Discount Retail to Retail
Adventures by Catalyst Investment Managers and CHAMP
Private Equity.
• In line with the previous years, the energy and mining
sector remain the key deal generator in the Australian
M&A market. The sector has so far generated eight of the
ten largest announced transactions this year, accounting
for a staggering 86% of the total M&A values for the year
to date.
1 All values are in US dollars unless otherwise specified
China Minmetals returning to OZ Minerals after
Government rejection
• In the second largest announced transaction in Australia
this year, China Minmetals, the China based minerals
trader, in February made a $2.4bn bid (including net debt)
for Australian mining company OZ Minerals. However, due
to the importance of OZ Mineral’ Prominent Hill assets for
national security, the Australian Government would not
approve the transaction under its initial structure, forcing
China Minmetals to lapse its original offer.
• However, the two parties were quick to announce that a
revised structure would be developed, which would both
adhere to the demands of the Australian Government and
secure the original business fundamentals that brought
forward the offer in the first place. After working out the
details of such a structure, the parties signed a new sale
implementation agreement in mid-April, under which China
Minmetals will acquire certain of OZ Minerals assets -
excluding Prominent Hill and Martabe - for $1.2bn on a
debt free basis. The parties are aiming for completion
of the transaction in mid/late June 2009, subject to the
renewed regulatory review and shareholder approvals.
• Once implemented, the transaction will provide a
solution to OZ Minerals’ current financing issues, while
the OZ shareholders will retain their exposure to the
Prominent Hill operation and its long-term growth profile.
It is so far unclear if OZ Minerals will be soliciting bids
for Prominent Hill. Around ten parties conducted due
diligence on Prominent Hill prior to the original Minmetals
transaction, however, of the parties that could be eligible
for an acquisition, only Barrick Gold and Goldfields were
considered semi-serious. BHP is also understood to have
shown passing interest in the assets, and with OZ Minerals
denying that it is entertaining any possible bidders, it looks
likely that the company will remain a listed entity with its
only asset being Prominent Hill.
Monthly M&A report – 77

Deal of the month
Target: Schweppes Holdings Pty Ltd Announced: 12 March 2009
Bidder: Asahi Breweries Ltd Deal value: $775.8m
Seller: Cadbury Plc Deal nature: Recommended
• Asahi Breweries Ltd, the Japan based beverage
manufacturer, has entered into a definitive agreement
to acquire Schweppes Holdings Pty Ltd, the Australian
beverage company, from Cadbury Plc, the UK listed
company dealing in the manufacture of beverages and
confectionery products, for $775.8m (A$1,185m).
• Schweppes Holdings owns a 100% stake in Schweppes
Australia Pty Ltd, the Australian operating business of
Cadbury, which currently employs 1,500 people at 8
manufacturing centers.
• Asahi previously announced its intention to acquire
Schweppes Holdings on 24 December 2008 in a basic
agreement, which stated the schedule of the acquisition.
According to the basic agreement, The Coca-Cola
Company (TCCC) had an agreement to negotiate a
potential acquisition of the Australian business of
Cadbury group, which was to terminate in March 2009.
As the negotiation was not initiated between Cadbury
and TCCC, Asahi proceeded with the acquisition of the
Australian business.
Australia
• The acquisition will give Asahi a foothold to expand its
business in the Asian as well as Oceanian regions. Asahi
already obtained an approval from the Australian Foreign
Investment Review Board. The deal is expected to
complete by the end of April 2009.
Conditions:
Exit multiples – Y/E 30/06/2008 Premium Analysis
• Subject to customary closing conditions
Multiples Value ($m) Offer price per share ($) -
Revenue 0.7x 1,044 1 day before -
EBITDA 7.1x 108.7 1 month before -
EBIT - - 1 day after -
Earnings - - Pre-rumor -
Advisers
Target/Seller Bidder
Financial UBS Financial Rothschild
Nomura Holdings
Legal Shearman & Sterling
Freehills
Legal Baker & McKenzie
PR Finsbury Group PR -
Monthly M&A report – 78

Top deals
Top 15 Australian announced deals for YTD 31 March 2009
Australia
Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia Deal value
Revenue EBITDA P/E
1-day before ($m)
12-Feb-09 P Rio Tinto (stakes in Energy, Mining Aluminum
Rio Tinto Plc - 11,838
nine mining assets) & Utilities Corporation of China
(Chinalco)
16-Feb-09 L OZ Minerals Limited Energy, Mining China Minmetals
2.9 10.4 (loss) 2,393
& Utilities Corporation
27-Jan-09 P Boddington Gold Energy, Mining Newmont Mining AngloGold Ashanti
- 990
Mine Joint Venture
(33.33% stake)
& Utilities Corporation
Limited
12-Mar-09 P Schweppes Holdings
Pty Ltd
Consumer Asahi Breweries Ltd Cadbury Plc 0.7 7.1 - 776
9-Feb-09 C Pure Energy
Energy, Mining BG Group Plc (loss) (loss) 56.2% 627
Resources Limited & Utilities
16-Feb-09 P Paper Australia Pty Industrials & Nippon Paper PaperlinX Limited 0.5 - 449
Ltd
Chemicals Industries Co Ltd
24-Feb-09 P Fortescue Metals Energy, Mining Hunan Valin Iron & Harbinger Capital 40.0 103.6 (loss) -25.7% 408
Group Ltd (9.07%
stake)
& Utilities Steel Group Co Ltd Partners
24-Feb-09 P Fortescue Metals Energy, Mining Hunan Valin Iron &
42.0 108.9 (loss) -19.2% 363
Group Ltd (7.42%
stake)
& Utilities Steel Group Co Ltd
20-Feb-09 P Whitehaven Coal Energy, Mining Gloucester Coal Ltd 1.4 3.9 6.3 -11.7% 338
Limited
& Utilities
23-Mar-09 P Straits Bulk and Energy, Mining PTT Exploration and Straits Resources
- 335
Industrial Pty Ltd & Utilities Production Public Limited
(60% stake)
Limited Company
12-Mar-09 C Consolidated Pastoral Agriculture Terra Firma Capital Packer Family - 278
Company Pty Ltd
(90% stake)
Partners Limited
27-Feb-09 P Gloucester Coal Ltd Energy, Mining
& Utilities
Noble Group Limited 1.7 6.4 11.3 24.4% 254
13-Feb-09 P HeartWare
Pharma, Thoratec Corporation Apple Tree
(loss) (loss) 98.0% 248
International Inc Medical &
Biotech
Partners
2-Mar-09 P KAZ Group Limited TMT Fujitsu Limited Telstra
Corporation
Limited
- 126
23-Mar-09 C Australian Discount Consumer Retail Adventures Catalyst
0.1 (loss) - 71
Retail Pty Ltd
Pty Ltd
Investment
Managers Pty
Ltd; and CHAMP
Private Equity
Notes: Expected deals are based on confirmed announcements by companies involved Source: mergermarket
Monthly M&A report – 79

Top deals
Top 5 Australian announced deals of the month (March 2009)
Australia
Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia
Revenue EBITDA P/E
1-day before
12-Mar-09 P Schweppes Holdings
Pty Ltd
23-Mar-09 P Straits Bulk and
Industrial Pty Ltd
(60% stake)
12-Mar-09 C Consolidated Pastoral
Company Pty Ltd
(90% stake)
Deal value
($m)
Consumer Asahi Breweries Ltd Cadbury Plc 0.7 7.1 - 776
Energy, Mining
& Utilities
PTT Exploration and
Production Public
Limited Company
Agriculture Terra Firma Capital
Partners Limited
Straits Resources
Limited
2-Mar-09 P KAZ Group Limited TMT Fujitsu Limited Telstra
Corporation
Limited
23-Mar-09 C Australian Discount
Retail Pty Ltd
Consumer Retail Adventures
Pty Ltd
- 335
Packer Family - 278
Catalyst
Investment
Managers Pty
Ltd; and CHAMP
Private Equity
- 126
0.1 - 71
C = Completed; P = Pending; L = Lapsed Source: mergermarket
Monthly M&A report – 80

Expected deals
Pipeline of Australian expected deals
Situation Target company Sector Potential bidder
company
Rumoured
Takeover Target
Suncorp-Metway
Ltd
Expected deal Felix Resources
Limited
Rumoured
Takeover Target
OM Holdings
Limited
Financial
Services
Energy, Mining
& Utilities
Energy, Mining
& Utilities
Westpac; National
Australia Bank;
Australia and New
Zealand Banking
Group; and
Commonwealth
Bank
Yanzhou Coal Mining
Company Ltd;
Anglo American Plc;
Peabody Energy
Corp; Cia Vale do
Rio Doce; Rio Tinto
Limited; and BHP
Billiton Ltd
Consolidated
Minerals
Expected deal Asciano Group Transport Shenhua Energy;
Morgan Stanley;
TPG; Carlyle Group;
Kaplan Funds
Management;
Global Infrastructure
Partners; GIC; and
Goldman Sachs
Global Infrastructure
Rumoured
Takeover Target
Beach Petroleum
(CSG assets)
Expected deal Redflex Holdings
Limited
Rumoured
Takeover Target
Nexus Energy
Limited
C = Completed; P = Pending; L = Lapsed
Energy, Mining
& Utilities
Royal Dutch Shell;
BG Group; Origin
Energy; AGL Energy;
Santos; and Arrow
Energy
Financial
adviser to
bidder (B);
target (T);
seller (S)
Seller
company
Market
cap
est. value
($m)
Comments
Australia
Lazard (T) 6,000 The Board of Suncorp-Metway has
confirmed it is willing to re-engage
in talks with parties interested in its
banking and wealth management
businesses, with NAB seen as the
most likely potential suitor. The
company's new CEO is also expected
to evaluate a potential break-up of
operations after completing a USD
2.5bn debt raising.
Citigroup (T);
Wilson HTM
Corporate
Finance (T)
UBS
Investment
Bank (B)
Lazard (T);
Royal Bank
of Scotland
Group (T)
TMT Gresham
Advisory
Partners (T)
Energy, Mining
& Utilities
Renaissance;
Thornleigh
Investments;
and Hunter
Hall
1,500 Felix Resources, the Australian listed
coal miner, has received several
takeover approaches, and confirmed
that they remain in detailed
discussions with interested parties,
including Yanzhou Coal Mining. Felix
shareholders are reportedly looking
for an AUD 2.9bn offer, whlile
Yanzhou Coal Mining seems willing to
offer only AUD 2.35bn.
700 Consolidated Minerals has acquired
a 12% stake in OM Holdings, the
commerical mining operator in
Australia, and could be looking
at making a takeover bid for the
company. OM Holdings has on its
side been seeking to strengthen its
takeover defenses
550 Asciano, the Australian-listed logistics
group, has received interest from
several parties, and the company's
board shorthly decide on up to four
suitors to go into the second round
of bidding.
400 Beach Petroleum, the ASX-listed
oil and gas company, is looking for
expressions of interest for its coal
seam gas assets, but a timeframe for
the sale is yet to be set.
350 Redflex Holdings, the Australian-listed
traffic light camera group, is looking
to wrap up its potential sale process
by the end of April. Three parties
have been involved in due diligence,
one of which is now conducting deep
detailed due diligence. Offers are
expected around AUD 4 per share.
255 Nexus Energy Limited, an Australia
listed oil and gas exploration
company is considering a sale of 30%
of its Crux oil project for USD 255m.
Source: mergermarke
Monthly M&A Report – 81

League tables
Top 15 financial advisers
value
YTD
31-Mar-2009
House Value
($m)
Deal
count
1 JPMorgan 13,192 5
2 Macquarie Group 12,814 6
3 Nomura Holdings 12,614 2
4 Credit Suisse 11,992 3
5= Blackstone Group 11,838 1
5= China International Capital 11,838 1
5= Morgan Stanley 11,838 1
8 UBS Investment Bank 2,439 7
9 Grant Samuel 1,216 5
10 Deutsche Bank 850 4
11 Rothschild 848 3
12 Azure Capital 771 2
13 Deloitte 716 5
14 Goldman Sachs 684 3
15 Gresham Advisory Partners 627 1
Source: mergermarket
volume
YTD
31-Mar-2009
Australia
House Value
($m)
The financial adviser league tables by value and volume have been run from 01 January 2009 to 31 March 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
YTD
31-Mar-2009
House Value
($m)
Deal
count
1 Mallesons Stephen Jaques 12,917 7
2 Allens Arthur Robinson 12,878 4
3 Wachtell, Lipton, Rosen & Katz 12,828 2
4 Linklaters 11,959 2
5 Johnson Winter & Slattery 11,896 2
6= Chiomenti Studio Legale 11,838 1
6= Clifford Chance 11,838 1
6= Fried Frank Harris Shriver & Jacobson 11,838 1
6= Simpson Thacher & Bartlett 11,838 1
10 Freehills 5,625 11
11 Blake Dawson 3,612 5
12 Gilbert + Tobin 2,420 2
13 Shearman & Sterling 2,014 3
14 Clayton Utz 1,511 9
15 Corrs Chambers Westgarth 1,210 4
Source: mergermarket
volume
Deal
count
1 UBS Investment Bank 2,439 7
2 Macquarie Group 12,814 6
3 JPMorgan 13,192 5
4 Grant Samuel 1,216 5
5 Deloitte 716 5
6 Deutsche Bank 850 4
7 Credit Suisse 11,992 3
8 Rothschild 848 3
9 Goldman Sachs 684 3
10 Lonergan Edwards & Associates 59 3
11 Nomura Holdings 12,614 2
12 Azure Capital 771 2
13 Bank of America Merrill Lynch 369 2
14 Wilson HTM Corporate Finance 366 2
15 Lazard 218 2
YTD
31-Mar-2009
House Value
($m)
Source: mergermarket
The legal adviser league tables by value and volume have been run from 01 January 2009 to 31 March 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
Deal
count
1 Freehills 5,625 11
2 Clayton Utz 1,511 9
3 Mallesons Stephen Jaques 12,917 7
4 Minter Ellison 532 7
5 Blake Dawson 3,612 5
6 Baker & McKenzie 989 5
7 Allens Arthur Robinson 12,878 4
8 Corrs Chambers Westgarth 1,210 4
9 Deacons 349 4
10 Shearman & Sterling 2,014 3
11 McCullough Robertson 434 3
12 Wachtell, Lipton, Rosen & Katz 12,828 2
13 Linklaters 11,959 2
14 Johnson Winter & Slattery 11,896 2
15 Gilbert + Tobin 2,420 2
Source: mergermarket
Monthly M&A report – 82

value ($m)
Trend graphs
Australian M&A quarterly trends
value volume
45,000
40,000
35,000
30,000
25,000
20,000
15,000
10,000
5,000
0
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
Australian M&A quarterly private equity trends
value volume
value ($m)
14,000
12,000
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 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
Australia buyouts
Australia exits
number of deals
number of deals
180
160
140
120
100
80
60
40
20
20
15
10
5
0
0
Australia
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
Moving
average
trend line
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
Australia buyouts
Australia exits
Monthly M&A report – 83

Trend graphs
Australian M&A Annual Trends
value volume
value ($bn)
100
80
60
40
20
0
2003
2004
2005
2006
2007
2008
YTD 2009
All Australia M&A
Australia buyouts
Australia exits
Australian M&A Sector Breakdown YTD 2009
value volume
0.7%
3.2%
1.4%
0.4%
2.1%
4.8%
0.3% 1.9%
85.2%
Energy, Mining & Utilities
Business services
Industrials & Chemicals
Financial services
Consumer
Pharma, Medical & Biotech
Leisure
TMT
Agriculture
Transport
number of deals
600
500
400
300
200
100
0
8.3%
8.3%
2003
8.3%
6.3%
2004
10.4%
4.2% 2.1%
2005
14.6%
2006
18.8%
2007
18.8%
Australia
2008
YTD 2009
All Australia M&A
Australia buyouts
Australia exits
Energy, Mining & Utilities
Business services
Industrials & Chemicals
Financial services
Consumer
Pharma, Medical & Biotech
Leisure
TMT
Agriculture
Transportation
Monthly M&A report – 84

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
13-Feb-09 P HeartWare
International Inc
Pharma,
Medical &
Biotech
2-Mar-09 P KAZ Group Limited TMT Advising
seller:
Credit
Suisse”
23-Mar-09 C Australian Discount
Retail Pty Ltd
16-Feb-09 P Dunkeld Pastoral Co
(2 Northern Territory
cattle stations)
27-Feb-09 P Arana Therapeutics
Limited
16-Feb-09 P Australian Agricultural
Company (19.9%
stake)
7-Jan-09 C Centric Wealth
Advisers Ltd (75%
stake)
16-Jan-09 P Southern Star Group
Limited
5-Mar-09 C Hyatt Regency
Adelaide
23-Feb-09 P Australian Agricultural
Company (14.99%
stake)
Target/seller
legal adviser
JPMorgan “Blake
Dawson; Hogan
& Hartson;
Shearman &
Sterling
Advising seller:
Proskauer Rose
Advising
JPMorgan:
Cravath Swaine
& Moore”
“Advising
seller:
Freehills”
Bidder company Bidder
financial
adviser
Thoratec
Corporation
Fujitsu Limited
Consumer Clayton Utz Retail
Adventures Pty
Ltd
Agriculture Grant Samuel Norton Gledhill Australian
Agricultural
Company
Pharma,
Medical &
Biotech
Royal Bank
of Scotland
Group
Agriculture Citigroup;
Royal Bank
of Scotland
Group
Advising
seller:
Caliburn
Partnership
Business
Services
Goldman
Sachs
TMT Advising
seller:
Deloitte”
Bank of
America
Merrill
Lynch
Macquarie
Group
Middletons Cephalon Inc Deutsche
Bank;
Ferghana
Partners
Advising seller:
Deacons
Baker &
McKenzie
Advising seller:
Freehills;
Olswang
Allen Myers Grant
Samuel
CHAMP Private
Equity
Endemol NV;
Lachlan Murdoch
(private investor)
Leisure TCC Land
International
Co Ltd
Agriculture Citigroup;
Royal Bank
of Scotland
Group
Advising
seller:
Caliburn
Partnership
Advising seller:
Deacons;
Mallesons
Stephen
Jaques;
McCullough
Robertson
Bidder legal
adviser
Corrs
Chambers
Westgarth;
Latham &
Watkins
Australia
Seller
company
Apple Tree
Partners
DLA Piper Telstra
Corporation
Limited
KPMG Lane Neave;
Watson
Mangioni
McCullough
Robertson
Johnson
Winter &
Slattery
Norton
Gledhill
Mallesons
Stephen
Jaques
Internal Allens Arthur
Robinson;
Slaughter
and May
Baker &
McKenzie
Catalyst
Investment
Managers
Pty Ltd; and
CHAMP
Private
Equity
Dunkeld
Pastoral Co
Pty Ltd
Futuris
Corporation
Limited
Fairfax
Media
Limited
Grand Hotel
Group
IFFCO Group Futuris
Corporation
Limited
C = Completed; P = Pending; L = Lapsed Source: mergermarket
Deal
value
($m)
248
126
71
68
58
58
57
50
48
43
Monthly M&A report – 85

Mid-market deals
Australian M&A quarterly Mid-market trend
value volume
value ($m)
6,000
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 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
number of deals
100
90
80
70
60
50
40
30
20
10
0
Australia
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
Moving
average
trend line
Monthly M&A report – 86

Mid-market league tables
Top 10 Mid-market financial advisers
– Australia
($10m to $250m)
YTD
31-Mar-2009
Value:
Volume:
House Value
($m)
Deal
count
1 Bank of America Merrill Lynch 369 2
2 JPMorgan 248 1
3 Lazard 218 2
4 Macquarie Group 192 3
5 Credit Suisse 154 2
6= Euroz Securities 121 1
6= Rand Merchant Bank 121 1
6= RBC Capital Markets 121 1
9 Grant Samuel 107 2
10 Deloitte 89 2
1 Macquarie Group 192 3
2 Bank of America Merrill Lynch 369 2
3 Lazard 218 2
4 Credit Suisse 154 2
5 Grant Samuel 107 2
6 Deloitte 89 2
7 Deutsche Bank 79 2
8 Rothschild 72 2
9 Royal Bank of Scotland Group 68 2
10 Lonergan Edwards & Associates 59 2
Source: mergermarket
The financial adviser league tables by value and volume have been run from 01 January
2009 to 31 March 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 10 Mid-market legal advisers
– Australia
($10m to $250m)
YTD
31-Mar-2009
Value:
Volume:
Australia
House Value
($m)
Deal
count
1 Hogan & Hartson 446 2
2 Blake Dawson 362 2
3 Mallesons Stephen Jaques 308 4
4= Corrs Chambers Westgarth 248 1
4= Cravath Swaine & Moore 248 1
4= Latham & Watkins 248 1
4= Proskauer Rose 248 1
4= Shearman & Sterling 248 1
9 Freehills 247 5
10 Baker & McKenzie 213 4
1 Freehills 247 5
2 Mallesons Stephen Jaques 308 4
3 Baker & McKenzie 213 4
4 Hogan & Hartson 446 2
5 Blake Dawson 362 2
6 Clayton Utz 192 2
7 McCullough Robertson 96 2
8 Middletons 79 2
9 Minter Ellison 52 2
10= Corrs Chambers Westgarth 248 1
10= Cravath Swaine & Moore 248 1
10= Latham & Watkins 248 1
10= Proskauer Rose 248 1
10= Shearman & Sterling 248 1
Source: mergermarket
The legal adviser league tables by value and volume have been run from 01 January
2009 to 31 March 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 – 87

Europe
Top 15 European announced deals for YTD 31 March 2009
Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia Deal value
Revenue EBITDA P/E
1-day
before
(€m)
21-Feb-09 P Endesa SA (25.01% stake) Energy, Mining
& Utilities
Enel SpA Acciona SA 2.6 8.2 5.9 65.9% 11,107
12-Jan-09 P Essent Holding (energy Energy, Mining RWE AG Essent Holding - 9,300
generation operations) & Utilities
23-Feb-09 P nv Nuon Energy, Mining
& Utilities
Vattenfall AB 1.8 14.4 20.7 - 8,500
19-Jan-09 C Royal Bank of Scotland Group Financial HM Treasury n/a n/a (loss) -8.5% 5,884
Plc (29.79% stake)
Services
12-Feb-09 P Italgas SpA; and Stogit SpA Energy, Mining Snam Rete Gas ENI SpA - 4,720
& Utilities SpA
7-Mar-09 P Lloyds Banking Group Plc Financial HM Treasury n/a n/a 2.9 -8.5% 4,455
(21.60% stake)
Services
23-Feb-09 P Alleanza Assicurazioni SpA Financial Assicurazioni
n/a n/a 8.9 2.6% 3,640
Services Generali SpA
20-Feb-09 P Endesa SA (renewable energy Energy, Mining Acciona SA Endesa SA - 2,890
generation assets)
& Utilities
31-Mar-09 P Compania Espanola de Energy, Mining International Santander Central
32.1 4.8% 2,870
Petroleos SA (32.50% stake) & Utilities Petroleum
Investment
Company
Hispano SA
30-Jan-09 C Metrovacesa SA (65.43% Real Estate Banco Bilbao
7.1 (loss) (loss) 52.0% 2,601
stake)
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
22-Jan-09 P KBC Group NV (Undisclosed Financial Government
- 2,000
economic interest)
Services of the Flemish
Region
22-Mar-09 C Daimler AG (9.10% stake) Industrials & Aabar Investment
0.7 8.4 14.5 -5.0% 1,954
Chemicals PJSC
30-Mar-09 P ANK Bashneft JSC (56.52% Energy, Mining AFK Sistema Agidel-Invest LLC;
- 1,894
stake); Bashkirnefteprodukt & Utilities
Inzer-Invest LLC;
JSC (54.33% stake); Novo-
Ural-Invest LLC;
Ufimsky Refinery OJSC
and Yuryuzan-
(67.33% stake); Ufa Oil
Refinery JSC (58.59% stake);
Ufaneftekhim OJSC (45.88%
stake); and Ufaorgsintez OJSC
(53.02% stake)
Invest LLC
8-Jan-09 P Commerzbank AG (25% stake) Financial
Services
SoFFin n/a n/a -1.5% 1,770
30-Mar-09 C MOL Hungarian Oil and Gas Energy, Mining OJSC
OMV AG 0.6 6.4 9.9 89.8% 1,415
Public Limited Company
(21.20% stake)
& Utilities Surgutneftegaz
C = Completed; P = Pending; L = Lapsed Source: mergermarket
Monthly M&A report – 88

Top deals
Top 5 European announced deals of the month (March 2009)
Europe
Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid Deal value
Revenue EBITDA P/E
premia
1-day
before
(€m)
7-Mar-09 P Lloyds Banking Group Plc Financial HM Treasury n/a n/a 2.9 -8.5% 4,455
(21.60% stake)
Services
31-Mar-09 P Compania Espanola de Energy, Mining International
Santander Central
32.1 4.8% 2,870
Petroleos SA (32.50% & Utilities Petroleum Investment Hispano SA
stake)
Company
22-Mar-09 C Daimler AG (9.10% Industrials & Aabar Investment
0.7 8.4 14.5 -5.0% 1,954
stake)
Chemicals PJSC
30-Mar-09 P ANK Bashneft JSC Energy, Mining AFK Sistema Agidel-Invest LLC;
- 1,894
(56.52% stake);
& Utilities
Inzer-Invest LLC;
Bashkirnefteprodukt JSC
Ural-Invest LLC; and
(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)
Yuryuzan-Invest LLC
30-Mar-09 C MOL Hungarian Oil Energy, Mining OJSC Surgutneftegaz OMV AG 0.6 6.4 9.9 89.8% 1,415
and Gas Public Limited
Company (21.20% stake)
& Utilities
C = Completed; P = Pending; L = Lapsed Source: mergermarket
Monthly M&A report – 89

League tables
Top 20 financial advisers - Europe
value
YTD
31-Mar-09
House Value
(€m)
Deal
count
1 Goldman Sachs 65,705 22
2 JPMorgan 40,083 23
3 Deutsche Bank 38,140 15
4 Credit Suisse 37,434 17
5 Greenhill & Co 36,781 1
6 Citigroup 30,173 12
7 Lazard 29,345 33
8 Morgan Stanley 26,242 19
9 Bank of America Merrill Lynch 23,506 16
10 Mediobanca 22,913 8
11 Rothschild 21,359 31
12 UBS Investment Bank 19,236 23
13 Santander Global Banking and Markets 17,389 6
14 Nomura Holdings 10,817 7
15 Royal Bank of Scotland Group 10,350 7
16 ING 9,342 8
17 Blackstone Group Holdings 9,319 2
18= China International Capital 9,204 1
18= Macquarie Group 9,204 1
20 Sequoia 8,570 2
YTD
31-Mar-09
House Value
(€m)
Source: mergermarket
Deal
count
1 Freshfields Bruckhaus Deringer 70,912 32
2 Latham & Watkins 50,732 10
3 Cravath Swaine & Moore 46,393 3
4 Linklaters 45,858 40
5 Sullivan & Cromwell 45,832 8
6 Skadden Arps Slate Meagher & Flom 38,838 4
7 Davis Polk & Wardwell 38,799 4
8 Wilson Sonsini Goodrich & Rosati 37,332 2
9 Homburger 36,781 2
10 Clifford Chance 25,892 16
11 Chiomenti Studio Legale 20,826 11
12 Uria Menendez 19,062 7
13 Slaughter and May 14,703 15
14 Bonelli Erede Pappalardo 14,291 5
15 Cuatrecasas, Goncalves Pereira 13,834 5
16 Allen & Overy 10,146 20
17 Norton Rose 9,589 7
18 Simmons & Simmons 9,387 10
19 Hengeler Mueller 9,300 5
20 Mallesons Stephen Jaques 9,246 4
Source: mergermarket
volume
YTD
31-Mar-09
Europe
House Value
(€m)
Deal
count
1 Lazard 29,345 33
2 Rothschild 21,359 31
3 JPMorgan 40,083 23
4 UBS Investment Bank 19,236 23
5 Goldman Sachs 65,705 22
6 Deloitte 843 22
7 Morgan Stanley 26,242 19
8 Credit Suisse 37,434 17
9 PricewaterhouseCoopers 398 17
10 Bank of America Merrill Lynch 23,506 16
11 KPMG 7,695 16
12 Deutsche Bank 38,140 15
13 Citigroup 30,173 12
14 BNP Paribas 6,010 10
15 Mediobanca 22,913 8
16 ING 9,342 8
17 Grant Thornton Corporate Finance 262 8
18 Ernst & Young 229 8
19 Nomura Holdings 10,817 7
20 Royal Bank of Scotland Group 10,350 7
YTD
31-Mar-09
House Value
(€m)
Source: mergermarket
The financial adviser league tables by value and volume have been run from 01 January 2009 to 31 March 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 - Europe
value volume
Deal
count
1 Linklaters 45,858 40
2 Freshfields Bruckhaus Deringer 70,912 32
3 Allen & Overy 10,146 20
4 CMS 3,039 20
5 Clifford Chance 25,892 16
6 Slaughter and May 14,703 15
7 DLA Piper 421 15
8 Jones Day 1,153 13
9 Lovells 1,787 12
10 White & Case 39 12
11 Chiomenti Studio Legale 20,826 11
12 Latham & Watkins 50,732 10
13 Simmons & Simmons 9,387 10
14 Herbert Smith/Gleiss Lutz/Stibbe 8,353 10
15 Shearman & Sterling 6,919 10
16 Baker & McKenzie 1,145 10
17 Dewey & LeBoeuf 1,024 10
18 Weil Gotshal & Manges 1,826 9
19 Plesner 558 9
20 Mannheimer Swartling 453 9
Source: mergermarket
The legal adviser league tables by value and volume have been run from 01 January 2009 to 31 March 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 – 90

League tables
Activity table of private equity firms on European buyouts
value volume
YTD
31-Mar-09
House Value
(€m)
Deal
count
1 CVC Capital Partners 573 2
2 Bridgepoint Capital 319 1
3 Investitori Associati 200 1
4 Lloyds TSB Development Capital 196 2
5 LBO France 190 1
6= Altor Equity Partners 182 2
6= Bure Equity 182 2
8 Advent Venture Partners 160 1
9 Barclays Private Equity 153 2
10 Warburg Pincus 120 1
Europe
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 31 March 2009 and exclude lapsed and withdrawn deals
Activity table of private equity firms on European exits
value volume
YTD
31-Mar-09
House Value
(€m)
Source: mergermarket
Deal
count
1 BC Partners 200 1
2 LBO France 190 1
3 Luxempart 187 1
4= Advent Venture Partners 160 1
4= Lloyds TSB Development Capital 160 1
6 Colony Capital 153 1
7 Investcorp 110 1
8= Capzanine 100 1
8= Natexis Private Equity 100 1
10= Earlybird Venture Capital 77 1
10= Partners Group Holding 77 1
10= Sofinnova Partners 77 1
Source: mergermarket
YTD
31-Mar-09
House Value
(€m)
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 31 March 2009 and exclude lapsed and withdrawn deals
Deal
count
1 CVC Capital Partners 573 2
2 Lloyds TSB Development Capital 196 2
3= Altor Equity Partners 182 2
3= Bure Equity 182 2
5 Barclays Private Equity 153 2
6 GIMV 114 2
7 Waterland Private Equity Investments 86 2
8 BLUO SICAV-SIF 30 2
9= Aurelius - 2
9= NPM Capital - 2
9= Ouest Croissance - 2
YTD
31-Mar-09
House Value
(€m)
Source: mergermarket
Deal
count
1 HgCapital 71 2
2 3i Group 49 2
3 ARQUES Industries 30 2
4 Apax Partners 20 2
5 BC Partners 200 1
6 LBO France 190 1
7 Luxempart 187 1
8= Advent Venture Partners 160 1
8= Lloyds TSB Development Capital 160 1
10 Colony Capital 153 1
Source: mergermarket
Monthly M&A report – 91

Trend graphs
European M&A quarterly trend
value volume
value (€m)
450,000
400,000
350,000
300,000
250,000
200,000
150,000
100,000
50,000
0
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
03 03 03 03 04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09
European M&A quarterly private equity trend
value volume
value (€m)
100,000
90,000
80,000
70,000
60,000
50,000
40,000
30,000
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 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
European buyouts
European exits
number of deals
number of deals
1,800
1,600
1,400
1,200
1,000
400
350
300
250
200
150
100
800
600
400
200
50
0
0
Europe
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
Moving
average
trend line
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
European buyouts
European exits
Monthly M&A report – 92

Trend graphs
European M&A annual trends
value volume
value (€bn)
0.9% 5.1%

Trend graphs
European M&A geographic breakdown YTD 2009
value volume
24.9%
11.9%
0.5%
1.2%
27.6%
16.6%
6.0%
6.3%
2.5%
2.6%
UK & Ireland
Germany
CEE
France
Nordic
Benelux
Iberia
Italy
Other
SEE
European M&A deal size breakdown
value volume
value (€bn)
700
650
600
550
500
450
400
350
300
250
200
150
100
50
0
H1
2003
H2
2003
H1
2004
H2
2004
H1
2005
H2
2005
H1
2006
H2
2006
H1
2007
H2
2007
H1
2008
H2
2008
H1
2009*
> €501m
€251m - €500m
€101m - €250m
€15m - €100m
€5m - €14.9m
number of deals
8.4%
9.0%
7.4%
3,500
3,000
2,500
2,000
1,500
1,000
500
0
9.3%
H1
2003
6.4%
H2
2003
4.6%
H1
2004
10.4%
H2
2004
H1
2005
18.4%
11.4%
H2
2005
H1
2006
14.7%
H2
2006
H1
2007
Europe
UK & Ireland
Germany
CEE
France
Nordic
Benelux
Iberia
Italy
Other
SEE
H2
2007
H1
2008
H2
2008
H1
2009*
> €501m
€251m - €500m
€101m - €250m
€15m - €100m
€5m - €14.9m
Value not disclosed
Monthly M&A report – 94

Trend graphs
Transatlantic deals
value volume
value (€m)
100,000
80,000
60,000
40,000
20,000
0
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
2003 2003 2003 20032004200420042004200520052005200520062006200620062007200720072007200820082008
2008 2009
Value deals European bidder
acq North American target
Value deals Nth American
bidder acq European target
Total Transatlantic activity
Number of deals
250
200
150
100
50
0
Europe
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
Value deals European bidder
acq North American target
Value deals Nth American
bidder acq European target
Total Transatlantic activity
Monthly M&A report – 95

Mid-market deals
Top 15 European announced mid market deals of the month (March 2009)
(€10m to €250m)
Announced Status Target company Sector Target/seller
financial
adviser
6-Mar-09 P Troika Dialog
Group (33%
stake)
Financial
Services
2-Mar-09 P Roxar ASA Energy,
Mining &
Utilities
30-Mar-09 P COSMOFON
AD Skopje ;
and Germanos
Telekom SA
Skopje
26-Mar-09 P Transpetrol AS
(49% stake)
23-Mar-09 P Ground Handling
Newco; MRO
NewCo; and
Pantheon
Airways SA
16-Mar-09 P Banca Italease
SpA (69.30%
stake)
31-Mar-09 C Groupe Lucien
Barriere SAS
(15% stake)
3-Mar-09 P Presse
Publications SR
SA (49.90%
stake)
23-Mar-09 P Ericsson AB
(TEMS business
unit)
27-Mar-09 P CastelMac SpA;
Frimont SpA.;
and Scotsman
Group
24-Mar-09 P Reservoir
Exploration
Technology ASA
(52.75% stake)
Troika
Dialog
Group
Arctic
Securities;
Astrup and
Partners
Target/seller
legal adviser
DLA Piper;
Herbert Smith/
Gleiss Lutz/
Stibbe
Bidder company Bidder financial
adviser
Standard Bank
Group Limited
Schjodt Emerson
Electric
Company
TMT Telekom
Slovenije dd
Business
Services
Ministry of
Economy of the
Slovak Republic
Transportation Marfin
Investment
Group Holdings
SA
Financial
Services
Morgan
Stanley
Chiomenti
Studio Legale
Standard Bank
Group
Bidder legal
adviser
Clifford
Chance
JPMorgan Bryan Cave;
Wiersholm
ING Clifford
Chance
Investment Bank
of Greece
Vgenopoulos
& Partners
Law Firm
Banco Popolare Mediobanca Studio Legale
Pavesi Gitti
Verzoni
Leisure Accor SA BNP Paribas;
CIBC World
Markets;
Goldman Sachs;
Lazard; SG
TMT Tamedia AG Tavernier
Schantz
TMT Ascom Holding
AG
Industrials &
Chemicals
Energy,
Mining &
Utilities
2-Mar-09 P Autodistribution Industrials &
Chemicals
2-Mar-09 P MF Bilsport &
Specialforsakring
AB; Modern RE
SA; Moderna
Forsakringar Sak
AB; and netviq
AB
Financial
Services
DnB NOR Advokatfirmaet
Steenstrup
Stordrange
Rothschild Dewey &
LeBoeuf;
Shearman &
Sterling
Warburg Pincus
LLC
Cheyne Capital
Management;
Lime Rock
Partners ; and
Trafalgar AS
TowerBrook
Capital Partners
LP
UBS Investment
Bank
Europe
Seller company Deal
value
(€m)
237
OTE MTS
HOLDING BV
192
190
NK Yukos OAO 177
Government of
Greece
Internal Colony Capital
LLC
Baker &
McKenzie
Willkie Farr &
Gallagher
Aforge Finance Bredin Prat;
Kirkland
& Ellis;
Linklaters
TrygVesta AS Fox-Pitt Kelton
Cochran Caronia
Waller
Edipresse
Publications SA
177
174
153
152
Ericsson AB 124
Manitowoc
Company Inc.
120
Schjodt 110
Cederquist;
Kromann
Reumert
Investcorp SA 110
Moderna
Finance AB
109
Monthly M&A report – 96

Mid-market deals
Announced Status Target company Sector Target/seller
financial
adviser
11-Mar-09 P Operatori i
Sistemit te
Shperndarjes
(76% stake)
4-Mar-09 P The Co-operative
Group Limited
(24 Stores)
Energy,
Mining &
Utilities
Consumer Advising
seller:
Credit
Suisse
Target/seller
legal adviser
Gide Loyrette
Nouel
Advising seller:
Addleshaw
Goddard
Bidder company Bidder financial
adviser
Bidder legal
adviser
Europe
Seller company Deal
value
(€m)
CEZ as Deloitte Wolf Theiss 102
J Sainsbury Plc CMS 93
C = Completed; P = Pending; L = Lapsed Source: mergermarket
Monthly M&A report – 97

Mid-market deals
European M&A quarterly mid-market trend
value volume
value (€m)
45,000
40,000
35,000
30,000
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 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
number of deals
700
600
500
400
300
200
100
0
Europe
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
Moving
average
trend line
Monthly M&A report – 98

Mid-market league tables
Top 15 mid-market financial advisers –
Europe
(€10m to €250m)
YTD
31-Mar-09
value:
Volume:
House Value
(€m)
Deal
count
1 Lazard 2,059 20
2 JPMorgan 1,340 12
3 Rothschild 926 10
4 Morgan Stanley 853 6
5 Goldman Sachs 758 8
6 UBS Investment Bank 666 9
7 Credit Suisse 438 3
8 PricewaterhouseCoopers 392 6
9 Bank of America Merrill Lynch 384 5
10 Bank Degroof 376 2
11 Deloitte 361 7
12 Deutsche Bank 342 5
13 ING 327 5
14 CALYON 273 2
15 Grant Thornton Corporate Finance 262 6
1 Lazard 2,059 20
2 JPMorgan 1,340 12
3 Rothschild 926 10
4 UBS Investment Bank 666 9
5 Goldman Sachs 758 8
6 Deloitte 361 7
7 Morgan Stanley 853 6
8 PricewaterhouseCoopers 392 6
9 Grant Thornton Corporate Finance 262 6
10 Bank of America Merrill Lynch 384 5
11 Deutsche Bank 342 5
12 ING 327 5
13 KPMG 215 5
14 Ernst & Young 229 4
15 Seymour Pierce 173 4
Source: mergermarket
The financial adviser league tables by value and volume have been run from 01 January
2009 to 31 March 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 15 mid-market legal advisers –
Europe
(€10m to €250m)
YTD
31-Mar-09
value:
Volume:
Europe
House Value
(€m)
Deal
count
1 Linklaters 1,871 18
2 Freshfields Bruckhaus Deringer 928 10
3 Clifford Chance 861 6
4 Jones Day 689 8
5 Weil Gotshal & Manges 589 7
6 Chiomenti Studio Legale 515 7
7 SJ Berwin 495 3
8 Mannheimer Swartling 446 5
9 Dewey & LeBoeuf 415 4
10 DLA Piper 407 7
11 Bredin Prat 406 4
12 Wiersholm 383 5
13 Vinge 374 5
14 Allen & Overy 364 8
15 Schjodt 358 7
1 Linklaters 1,871 18
2 Freshfields Bruckhaus Deringer 928 10
3 Jones Day 689 8
4 Allen & Overy 364 8
5 Weil Gotshal & Manges 589 7
6 Chiomenti Studio Legale 515 7
7 DLA Piper 407 7
8 Schjodt 358 7
9 Clifford Chance 861 6
10 Mannheimer Swartling 446 5
11 Wiersholm 383 5
12 Vinge 374 5
13 Paul Weiss Rifkind Wharton & Garrison 304 5
14 Slaughter and May 274 5
15 Dewey & LeBoeuf 415 4
Source: mergermarket
The legal adviser league tables by value and volume have been run from 01 January
2009 to 31 March 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

UK
Tata Motors finds it difficult to maintain Jaguar
and Land Rover
• In June 2008, Tata Motors, the listed India based
automotive company, completed the acquisition of Jaguar
and Land Rover, the UK based automobile manufacturers,
from Ford Motor, in a megadeal valued at $2.3bn. Almost
a year after, Tata is facing problems in raising funds to
repay the $2bn bridge loan that it took in order to fund the
acquisition, the payment is due on 2 June 2009.
• On 16 March 2009, Standard & Poor’s stated that Tata
Motors’ BB- long-term credit rating could drop by one notch
or more on account of the deterioration in the company’s
financial profile, and its ability to meet the short-term debt
taken for the acquisition of Jaguar and Land Rover.
• In mid-March, Tata requested an additional £500m in state
aid in order to secure jobs for the UK car manufacturers. A
sale of its two luxury brands is also a possibility since the
demand for cars slowed down since last year. Tata Motors
is worried that it will not be able to sustain its business,
although the company is hoping that its orders for Nano will
provide some relief for its loan.
JJB Sports’ fitness club business sold to
its founder
• On 26 March 2009, David Whelan, the chairman and
founder of JJB Sports Plc acquired the Fitness Clubs
business of JJB Sports for a total cash consideration of
£83.4m.
• JJB Sports Plc was granted a waiver by the UK Listing
Authority, in regards to the requirement to issue a circular
and obtain shareholder approval for the disposal. The waiver
is granted for companies in severe financial difficulty.
• On 10 December 2008, the company initiated an auction
process in relation to the Fitness Clubs business. Besides
the disposal, JJB Sports Plc also proposed a company
voluntary arrangement (CVA) to compromise claims of
landlords of approximately 140 closed retail stores and
temporarily vary the terms of the leases of the open
retail stores. JJB Sports Plc also proposed a company
voluntary arrangement to compromise claims of landlords
of approximately 140 closed retail stores and temporarily
vary the terms of the leases of the open retail stores. David
Whelan will pay £40m immediately but the remaining
£33.9m will be released to the JJB Sports from an escrow
account only when the landlord’s consent is obtained to the
assignment of the relevant leasehold properties.
Consolidation in the mining sector
• After the acquisition of Aricom by Peter Hambro in
February, two more deals took place this month further
consolidating the mining sector. Premier Oil Plc, the listed
UK based oil and exploration company acquired Oilexco
North Sea Limited, the UK based company engaged in oil
and exploration services in North Sea region for a total cash
consideration of $505m. Oilexco Inc filed for bankruptcy
and won creditor protection from a Canadian court on
5 February 2009. Aquarius Platinum, a listed Australian
platinum group metals producer has launched an offer to
acquire Ridge Mining, the UK based company engaged in
platinum group metals for £68.91m.
Monthly M&A report – 100

Deal of the month
Target: Venture Production Plc (22% stake) Announced: 18 March 2009
Bidder: Centrica Plc Deal value: €253m
Seller: Aberdeen Asset Management Plc
Schroders Plc
DESCRIPTION
• Centrica plc, the listed UK based energy group, through
its wholly owned subsidiary Centrica Resources (UK)
Ltd, has acquired a 22% stake representing 33,016,611
shares, in Venture Production plc, the listed UK based oil
and gas group, from Schroders plc, the listed UK based
investment manager, and Aberdeen Asset Management
plc, the UK based investment manager, for a cash
consideration of €253m.
Advisers
Target Bidder
Financial Financial
Deal nature: Acquisition, Domestic, Private
UK
• The implied offer price of €7.68 per share represents
a premium of 25% over Venture Production’s price of
€6.14 per share as of 17 March 2009, one day prior to the
announcement. The transaction is in line with Centrica’s
proposed plan to acquire Venture, and sparks an
expectation that Centrica will eventually launch a tender
offer once it reaches a 30% stake ownership threshold.
Centrica now holds a 22.3% stake or 33,445,180 shares
in Venture.
Exit multiples – Y/E 31/12/2008 Premium analysis
Multiples Value (€m) Offer price per share (€m) 7.68
Revenue 516.92 2.8 x 1 day before 25%
EBITDA 362.65 3.9 x 1 month before 36.66%
EBIT 241.38 5.9 x 1 day after -3.97%
Earnings 80.11 14.6 x Pre-rumour 37.45%
Legal Legal Slaughter and May
PR PR
mergermarket/dealReporter Intellegence
23-Mar-09 Venture Production's meeting with suitor Centrica passes without material development
19-Mar-09 Venture Production: Centrica could seek to acquire more shares on market before bid; offer launch expected shortly
18-Mar-09 Venture Production: 3i has not sold its 5.62% stake to Centrica
Monthly M&A report – 101

Top deals
Top 15 UK announced deals for YTD 31 March 2009
Announced Status Target Company Sector Bidder company Seller company Exit multiples (x) Bid premia Deal value
Revenue EBITDA P/E
1-day before (€m)
19-Jan-09 C Royal Bank of Financial HM Treasury n/a n/a (loss) -8.5% 5,884
Scotland Group Plc
(29.79% stake)
Services
7-Mar-09 P Lloyds Banking Group Financial HM Treasury n/a n/a 2.9 -8.5% 4,455
Plc (21.60% stake) Services
8-Jan-09 C Land Securities Real Estate Telereal Services Land Securities
4.9 - 833
Trillium Limited
Limited
Plc
25-Mar-09 P Oilexco North Sea Energy, Mining Premier Oil Plc Oilexco Inc - 372
Limited
& Utilities
18-Mar-09 C Venture Production Energy, Mining Centrica Plc Aberdeen Asset 2.8 3.9 14.6 25.0% 253
Plc (22% stake) & Utilities
Management Plc;
and Schroders
Plc
6-Feb-09 P Aricom Plc Energy, Mining Peter Hambro Mining
31.2 (loss) (loss) 19.0% 216
& Utilities Plc
10-Feb-09 C FEXCO Money Business Western Union FEXCO Limited - 124
Transfer Limited Services Financial Services Inc
12-Feb-09 P Eidos Plc TMT Square Enix Co Ltd 0.6 128.6% 94
4-Mar-09 P The Co-operative Consumer J Sainsbury Plc The Co-operative
- 93
Group Limited (24
Stores)
Group Limited
27-Mar-09 P Ridge Mining Plc Energy, Mining Aquarius Platinum
6.0 3.7% 91
& Utilities Limited
26-Mar-09 C JJB Sports (Fitness Leisure David Whelan Sports JJB Sports Plc 0.6 - 89
Clubs business)
Limited
19-Feb-09 P Match.com
TMT Meetic SA IAC/
1.5 10.4 - 88
International Ltd
InterActiveCorp
6-Mar-09 P Pro-Bel Limited; TMT Snell-Wilcox and Advent Venture 0.9 - 80
and Snell & Wilcox
Pro-Bel Limited (MBO Partners; and
Limited
Vehicle)
Lloyds TSB
Development
Capital Ltd
30-Jan-09 C Tepnel Life Sciences Pharma, Gen-Probe
32.2% 74
Plc
Medical &
Biotech
Incorporated
27-Mar-09 C Yoplait Dairy Crest Consumer Yoplait France SA Dairy Crest
- 68
Limited (49% stake)
Group Plc
C = Completed; P = Pending; L = Lapsed Source: mergermarket
Top 5 UK announced deals of the month (March 2009)
Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia Deal value
Revenue EBITDA P/E
1-day before (€m)
7-Mar-09 P Lloyds Banking Group Financial HM Treasury n/a n/a 2.9 -8.5% 4,455
Plc (21.60% stake) Services
25-Mar-09 P Oilexco North Sea
Limited
18-Mar-09 C Venture Production
Plc (22% stake)
4-Mar-09 P The Co-operative
Group Limited (24
Stores)
Energy, Mining
& Utilities
Energy, Mining
& Utilities
27-Mar-09 P Ridge Mining Plc Energy, Mining
& Utilities
UK
Premier Oil Plc Oilexco Inc - 372
Centrica Plc Aberdeen Asset
Management Plc;
and Schroders
Plc
Consumer J Sainsbury Plc The Co-operative
Group Limited
Aquarius Platinum
Limited
2.8 3.9 14.6 25.0% 253
- 93
6.0 3.7% 91
C = Completed; P = Pending; L = Lapsed Source: mergermarket
Monthly M&A report – 102

Expected deals
Pipeline of UK expected deals
Situation Target company Sector Potential
bidder
company
Rumoured
Takeover
Target
Rumoured
Takeover
Target
Rumoured
Takeover
Target
Royal Mail Group
Limited
Financial
adviser to
bidder (B);
target (T); seller
(S)
Transportation TNT NV Rothschild
(T); UBS
Investment
Bank (V);
Seller company Market cap/
est. value (€m)
Government of
the UK
10,017 (Size
of Royal
Mail pension
deficit)
Comments
UK
On 8 April 2009 TNT, the listed Dutch mail
and express company announced that
it isinterested in a minority stake in UK
rival Royal Mail. The potential bid will be
discussed duringshareholders’ meeting
and TNT’s interest in Royal Mail will be
officially announced afterwards.
TUI Travel Plc Leisure Air Berlin 2,929 Air Berlin, the listed German airline, is in
advanced negotiations with TUI Travel,
the UK-listed German travel group,
with respect to a potential strategic
cooperation regarding the German aviation
business. The proposed cooperation
includes an affiliate of TUI Travel acquiring
a minority stake of up to 20% in Air
Berlin and Air Berlin acquiring then same
percentage in TUIfly. Air Berlin would also
take over some of the route portfolio of
TUIfly.
La Senza Limited Consumer Theo Paphitis
(private
investor)
Lion Capital
LLP
110 (Previous
sale price for
La Senza,
2006)
Orchid Business Computing, a private
UK IT solutions provider, is receiving
approaches from industrial investors every
month, founder Brett Critchley said.
Monthly M&A report – 103

League tables
Top 15 financial advisers – UK
value
YTD
31-Mar-2009
House Value
(€m)
Deal
count
1 Credit Suisse 20,844 7
2 Morgan Stanley 18,763 8
3 UBS Investment Bank 13,057 15
4 Deutsche Bank 12,170 7
5 Bank of America Merrill Lyncht 11,149 6
6 JPMorgan Cazenove 10,832 11
7 Nomura Holdings 9,829 3
8= Blackstone Group Holdings 9,204 1
8= China International Capital Corporation 9,204 1
8= Macquarie Group 9,204 1
11 Citigroup 5,985 6
12 Rothschild 2,294 12
13 Goldman Sachs 2,212 7
14= Bank of China International Holdings 1,805 1
14= Royal Bank of Scotland Group 1,805 1
Source: mergermarket
volume
The financial adviser league tables by value and volume have been run from 01 January 2009 to 31 March 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 15 legal advisers – UK
value
YTD
31-Mar-2009
House Value
(€m)
Deal
count
1 Linklaters 24,111 17
2 Slaughter and May 14,665 14
3 Freshfields Bruckhaus Deringer 11,356 10
4 Clifford Chance 9,469 3
5 Simpson Thacher & Bartlett 9,237 2
6 Mallesons Stephen Jaques 9,221 3
7= Allens Arthur Robinson 9,204 2
7= Chiomenti Studio Legale 9,204 2
9= Fried Frank Harris Shriver & Jacobson 9,204 1
9= Johnson Winter & Slattery 9,204 1
9= Wachtell, Lipton, Rosen & Katz 9,204 1
12 Herbert Smith/Gleiss Lutz/Stibbe 2,266 4
13 Davis Polk & Wardwell 1,805 1
14 Allen & Overy 1,545 11
15 Freehills 1,100 3
Source: mergermarket
YTD
31-Mar-2009
volume
UK
House Value
(€m)
Deal
count
1 UBS Investment Bank 13,057 15
2 Rothschild 2,294 12
3 JPMorgan Cazenove 10,832 11
4 Morgan Stanley 18,763 8
5 Credit Suisse 20,844 7
6 Deutsche Bank 12,170 7
7 Goldman Sachs 2,212 7
8 Lazard 448 7
9 PricewaterhouseCoopers 157 7
10 Bank of America Merrill Lynch 11,149 6
11 Citigroup 5,985 6
12 Deloitte 495 6
13 Grant Thornton Corporate Finance 83 6
14 Seymour Pierce 173 4
15 Nomura Holdings 9,829 3
YTD
31-Mar-2009
House Value
(€m)
Source: mergermarket
The legal adviser league tables by value and volume have been run from 01 January 2009 to 31 March 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
Deal
count
1 Linklaters 24,111 17
2 Slaughter and May 14,665 14
3 Allen & Overy 1,545 11
4 Freshfields Bruckhaus Deringer 11,356 10
5 Addleshaw Goddard 233 7
6 DLA Piper 134 6
7 Ashurst 589 5
8 Norton Rose 289 5
9 Eversheds 49 5
10 Herbert Smith/Gleiss Lutz/Stibbe 2,266 4
11 Jones Day 592 4
12 Halliwells 196 4
13 Latham & Watkins 112 4
14 Hammonds 76 4
15 Lovells 17 4
Source: mergermarket
Monthly M&A report – 104

League tables
Activity table of private equity firms on UK buyouts
value
YTD
31-Mar-2009
House Value
(€m)
Deal
count
1 Lloyds TSB Development Capital 196 2
2 Advent Venture Partners 160 1
3 Barclays Private Equity 58 1
4 Valco Capital Partners 33 1
5= Foresight Group 8 1
5= Octopus Investments 8 1
Source: mergermarket
volume
The private equity buyout activity tables by value and volume are based on private equity firms advising the bidder on buyout deals where the dominant geography of the target company is UK
The tables by value and volume have been run from 01 January 2009 to 31 March 2009 and exclude lapsed and withdrawn deals
Activity table of private equity firms on UK exits
value
YTD
31-Mar-2009
House Value
(€m)
Deal
count
1= Advent Venture Partners 160 1
1= Lloyds TSB Development Capital 160 1
3= Bank of Scotland Corporate 33 1
3= Dunedin Capital Partners 33 1
5 3i Group 12 1
Source: mergermarket
YTD
31-Mar-2009
volume
UK
House Value
(€m)
Deal
count
1 Lloyds TSB Development Capital 196 2
2 Advent Venture Partners 160 1
3 Barclays Private Equity 58 1
4 Valco Capital Partners 33 1
5= Foresight Group 8 1
5= Octopus Investments 8 1
YTD
31-Mar-2009
House Value
(€m)
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 01 January 2009 to 31 March 2009 and exclude lapsed and withdrawn deals
Deal
count
1= Advent Venture Partners 160 1
1= Lloyds TSB Development Capital 160 1
3= Bank of Scotland Corporate 33 1
3= Dunedin Capital Partners 33 1
5 3i Group 12 1
Source: mergermarket
Monthly M&A report – 105

Trend graphs
UK M&A quarterly trends
value (€m)
value volume
120,000
100,000
80,000
60,000
40,000
20,000
0
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
UK M&A quarterly private equity trends
value volume
value (€m)
50,000
40,000
30,000
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 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
UK buyouts
UK exits
number of deals
number of deals
400
350
300
250
200
150
100
50
100
UK
0
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
80
60
40
20
Moving
average
trend line
0
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
UK buyouts
UK exits
Monthly M&A report – 106

Trend graphs
UK M&A annual trends
value volume
value (€bn)
300
250
200
150
100
50
0
76.0%
1.6%
2003
1.7%
2004
7.4%
2005
3.4%
1.0%
0.9%
0.5%
6.2%
2006
0.1%
1.2%
2007
2008
UK M&A sector breakdown YTD 2009
Energy, Mining & Utilities
TMT
Leisure
Pharma, Medical & Biotech
Construction
Real Estate
Defence
Industrial & Chemicals
Financial Services
Business Services
Consumer
YTD 2009
All UK M&A
UK buyouts
UK exits
value volume
number of deals
3.5%
5.3%
14.2%
1,500
1,200
900
600
300
0
3.5%
2003
8.0%
8.0%
2004
1.8% 0.9%
15.0%
2005
15.0%
2006
8.0%
14.2%
2007
UK
2008
Industrials & Chemicals
Financial Services
Business Services
Consumer
Energy, Mining & Utilities
TMT
Leisure
Transportation
Pharma, Medical & Biotech
Construction
Real Estate
Defence
YTD 2009
All UK M&A
UK buyouts
UK exits
Monthly M&A report – 107

Mid-market deals
Top 10 UK announced mid market deals YTD March 2009
(€10m to €250m)
Announced Status Target company Sector Target/seller
financial
adviser
4-Mar-09 P The Cooperative
Group (CWS)
Limited (24
Stores)
27-Mar-09 P Ridge Mining
Plc
26-Mar-09 C JJB Sports
(Fitness Clubs
business)
6-Mar-09 P Pro-Bel
Limited; and
Snell & Wilcox
Limited
27-Mar-09 C Yoplait Dairy
Crest Limited
(49% stake)
Consumer Advising
seller: Credit
Suisse
Energy,
Mining &
Utilities
RBC Capital
Markets
Leisure Advising
seller: Lazard;
Panmure
Gordon & Co
Plc
Target/seller
legal adviser
Advising
seller:
Addleshaw
Goddard
Field Fisher
Waterhouse
Advising
seller:
Halliwells;
Herbert
Smith/Gleiss
Lutz/Stibbe
Bidder company Bidder financial
adviser
Bidder legal
adviser
UK
Seller company Deal
Value
(€m)
J Sainsbury Plc CMS The Cooperative
Group (CWS)
Limited
Aquarius
Platinum Limited
David Whelan
Sports Limited
TMT Arma Partners Snell-Wilcox and
Pro-Bel Limited
(MBO Vehicle)
Consumer Advising
seller:
JPMorgan
Cazenove
31-Mar-09 P Bounty UK Ltd TMT Advising
seller: Allen
& Company;
GMP
Securities
2-Mar-09 C Fernau Avionics
Limited
26-Mar-09 P Punch Taverns
(Six London
pubs)
13-Mar-09 P GNE Group plc
(73.20% stake)
3-Mar-09 C Hero Insurance
Services
Limited
19-Mar-09 P Pilat Media
Global Plc
TMT Advising
seller:
Jefferies &
Company
Leisure Advising
seller: Sapient
Corporate
Finance
Consumer Seymour
Pierce
Financial
Services
Advising
seller:
Fenchurch
Advisory
Partners
TMT Shore Capital
Group
Advising
seller:
Stikeman
Elliott
Advising
seller:
Addleshaw
Goddard
Advising
seller:
Slaughter
and May
Berwin
Leighton
Paisner
Advising
seller:
Lovells
Barnea &
Co; Berwin
Leighton
Paisner
Bank of America
Merrill Lynch;
Euroz Securities;
Lazard; Rand
Merchant Bank
Ernst & Young;
Pricewaterhouse-
Coopers
Yoplait France SA SG; UBS
Investment Bank
Barclays Private
Equity Limited
Moog Controls
Limited
Fuller Smith &
Turner Plc
Norcliffe
Investments Ltd
Clayton Utz;
Linklaters
93
91
DLA Piper JJB Sports Plc 89
Osborne
Clarke
Advent Venture
Partners; and
Lloyds TSB
Development
Capital Ltd
Nabarro Dairy Crest
Group Plc
80
68
Travers Smith Kaboose Inc 58
Internal Willans Dunedin
Enterprise
Investment
Trust plc
Not disclosed Not disclosed Punch Taverns
Plc
Investec
Investment
Banking
Capita Group Plc Eversheds
LLP
SintecMedia Ltd Investec
Investment
Banking
Gross
Kleinhendler
Hodak Halevy
Greenberg &
Co; Halliwells
33
23
21
LV= 17
C = Completed; P = Pending; L = Lapsed Source: mergermarket
17
Monthly M&A report – 108

Mid-market deals
UK M&A quarterly Mid-market trend
value volume
value (€m)
12,000
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 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
number of deals
250
200
150
100
50
UK
0
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
Monthly M&A report – 109

Mid-market league tables
Top 10 mid-market financial
advisers - UK
(€10m to €250m)
YTD
31-Mar-2009
Value:
Volume:
House Value
(€m)
Deal
count
1 JPMorgan Cazenove 795 8
2 Rothschild 487 6
3 Lazard 448 5
4 UBS Investment Bank 303 6
5 Credit Suisse 249 2
6 Goldman Sachs 234 3
7 RBC Capital Markets 231 2
8= Canaccord Adams 216 1
8= Morgan Stanley 216 1
10 Bank of America Merrill Lynch 207 3
1 JPMorgan Cazenove 795 8
2 Rothschild 487 6
3 UBS Investment Bank 303 6
4 Lazard 448 5
5 Seymour Pierce 173 4
6 Grant Thornton Corporate Finance 83 4
7 Goldman Sachs 234 3
8 Bank of America Merrill Lynch 207 3
9 Houlihan Lokey 69 3
10 Credit Suisse 249 2
Source: mergermarket
The financial adviser league tables by value and volume have been run from 01 January
2009 to 31 March 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 10 mid-market legal
advisers - UK
(€10m to €250m)
YTD
31-Mar-2009
Value:
Volume:
UK
House Value
(€m)
Deal
count
1 Linklaters 972 9
2 Freshfields Bruckhaus Deringer 502 6
3 Clayton Utz 307 2
4 Norton Rose 289 3
5 Jones Day 280 2
6 Clifford Chance 265 2
7 Allen & Overy 263 4
8 Slaughter and May 236 4
9 Addleshaw Goddard 233 4
10= Bonelli Erede Pappalardo 200 1
10= Giliberti Pappalettera Triscornia e Associati 200 1
10= SJ Berwin 200 1
1 Linklaters 972 9
2 Freshfields Bruckhaus Deringer 502 6
3 Allen & Overy 263 4
4 Slaughter and May 236 4
5 Addleshaw Goddard 233 4
6 Halliwells 196 4
7 DLA Piper 134 4
8 Norton Rose 289 3
9 Paul Weiss Rifkind Wharton & Garrison 192 3
10 Clayton Utz 307 2
Source: mergermarket
The legal adviser league tables by value and volume have been run from 01 January
2009 to 31 March 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
Monthly M&A report – 110

Germany
Consolidating the German newspaper industry
• Germany’s newspaper industry is highly fragmented and
has always been a likely area for consolidations. The most
controversial consolidation in the German newspaper
market was the acquisition of BV Deutsche Zeitungsholding
by Mecom in 2007.
• In the last few years however, the inability of newspapers
to become profitable online and declining circulation has led
to lower advertising, copy sales, and subscription revenue.
Particularly the decline in advertising revenue has been
exacerbated by the current economic downturn. This,
coupled with the high and inflexible fixed costs newspaper
publishing incurs, has proved a strong incentive for
consolidations, as the industry looks to achieve economies
of scope and scale.
• As one would expect in an industry sensitive to swings in
the economy, the German newspaper industry has shown
increased activity over the past month, with Mecom
selling it’s German operations, including “Berliner Kurier”,
“Berliner Zeitung”, “TIP Verlag GmbH”, and “Hamburger
Morgenpost”, to the German publisher M. DuMont
Schauberg (MDS) for €152m, making MDS Germany’s third
largest newspaper publisher. MDS subsequently
sold a 35% stake of this on to Heinen Verlag, another
German publisher.
• Verlagsgruppe Georg von Holtzbrinck sold the
Verlagsgruppe Handelsblatt (VHB), including
“Handelsblatt”, “Wirtschaftswoche” and “Tagesspiegel”,
and a 50% stake in “Die Zeit” to Dieter von Holtzbrinck
Medien GmbH. Additionally, Stefan von Holtzbrinck,
chairman of the Verlagsgruppe Georg von Holtzbrinck
Verlag is interested in making acquisitions among regional
newspapers and said the company will keep its eyes open.
• Is this trend set to continue? Axel Springer, the listed
German publisher, certainly thinks so. The publisher would
also be interested in buying German regional newspapers
according to chief executive Matthias Doepfner, citing the
global financial crisis as providing good opportunities for
acquisitions in both print and online media.
• Another possible deal looming in the near future could be
the acquisition of Schleswig-Holsteinischer Zeitungsverlag
(SHZ). According to the Financial Times Deutschland, SHZ
is seeking a buyer for itself, in a deal expected to be worth
€ 400m with the rival German publisher Madsack thought
to be a likely buyer.
• Furthermore, smaller family-owned newspaper groups
might come on to the market as they lack successors and
funds for both the expansion into the digital arena and to
survive the economic downturn.
Novartis: Alcon commitment prioritised over
move for Bayer, insider says
• Novartis does not envisage “mega-deals” such as the
acquisition of Bayer, said a Novartis insider. The insider said
Novartis is already well-diversified and also mentioned the
commitment of the Swiss listed pharma company to the
acquisition of Alcon, for which it still has to make another
payment of some $28bn.
• This month, Novartis was rumoured it may offer €42.55
per share for Bayer, the listed German chemicals/
pharmaceuticals company, although no company
spokesperson could confirm or deny the rumours.
• Sector analysts further believe that Novartis could be
planning a move for Austrian vaccines developer Intercell
in due course. The two firms are already involved in a
partnership and a takeover by Novartis was described as
an obvious move. When asked, an Intercell source did not
deny Novartis could be interested in such a move.
• Last month, a Novartis spokesperson had told this news
service that bolt-ons in the range of some CHF 100m
(€66m) are part of the Swiss pharma company’s strategy.
A large acquisition is unlikely to take place in the near
future, the spokesperson added at the time, with reference
to a statement by Novartis’ CEO Daniel Vasella.
Monthly M&A report – 111

Germany
T-Online: Deutsche Telekom appeals against
€1.15 compensation ruling
• Deutsche Telekom (DT) has appealed the recent
T-Online ruling by the Frankfurt regional court that former
shareholders of T-Online are entitled to receive a €1.15 plus
interest compensation per share.
• The former minority shareholders had said right after
the ruling that they also planned to appeal. While the
shareholders believe a €1.15 compensation not to be
high enough, DT believes it is too high. DT still believes
that the ratio of Deutsche Telekom to T-Online shares set
for the 2006 merger of the companies was adequate,
the spokesperson said. Furthermore, the spokesperson
criticised the judge for solely relying on stock market prices
for evaluation purposes, ignoring the income approach
completely.
• The Frankfurt regional court ruled in mid March that
former T-Online shareholders are entitled to receive
a cash compensation of €1.15 per share plus interest
from Deutsche Telekom. The court had to decide on the
level of compensation T-Online shareholders can receive
following Deutsche Telekom’s bid for the company back in
2006. During the Deutsche Telekom/T-Online merger, an
independent expert had valued T-Online at approximately
€14.70 per share, but the exchange ratio in the tender offer
only had a value of around €8.24 per T-Online share.
Germany
Monthly M&A report – 112

Deal of the month
Target: Daimler AG Announced: 22 March 2009
Bidders: Aabar Investment PJSC Deal value: €1,954m
Seller: - Deal nature: Recommended; Cross border
• Aabar Investment PJSC, the listed UAE based oil and
gas exploration and production company, has acquired
a 9.1% stake in Daimler AG, the listed German vehicle
manufacturer, through a new share capital increase, for a
total consideration of €1.95bn
• The newly issued shares will increase the Daimler share
capital by 10%. Daimler generated turnover of €95.87bn
for the year ended 31 December 2009.
• The offer price of €20.27 represents a discount of 5%
from Daimler’s closing price of €21.34 as of 20 March
2009, the last trading day prior to the announcement, and
a premium of 5.13% over the company’s closing price
of €19.28 as of 23 February 2009, one month before the
announcement.
Germany
• Under the terms of the agreement, Aabar has agreed
to acquire 96,408,000 new shares for a consideration
to be paid in cash. Prior to the acquisition, The Kuwaiti
government owned a stake of 7.6% which will fall to
6.9% post transaction while Aabar will own a 9.1% stake
in Daimler.
• The acquisition will help Daimler strengthen its capital
base, creating opportunities for expansion in new
automotive technologies during a period of economic
uncertainty and macroeconomic instability. Furthermore,
the combination will focus on electric vehicles projects
with a focus on reduction of CO2-emissions.
Exit multiples – Y/E 31/12/2008 Premium analysis
Multiples Value (€m) Offer price per share (€) 20.27
Revenue 0.7x 95,873 1 day before -5.01%
EBITDA 8.4x 8,353 1 month before 5.13%
EBIT 25.7x 2,730 1 day after -6.33%
Earnings 14.5x 1,414 Pre-rumour -
Advisers
Target Bidder
Financial Deutsche Bank Financial Goldman Sachs
Legal Skadden Arps Slate Meagher & Flom
Freshfields Bruckhaus Deringer
Legal Shearman & Sterling
PR Not disclosed PR Edelman
Monthly M&A report – 113

Top deals
Top 10 German announced deals for YTD 31 March 2009
Germany
Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid
Revenue EBITDA P/E
premia
1-day
before
22-Mar-09 C Daimler AG (9.10% stake) Industrials &
Chemicals
8-Jan-09 P Commerzbank AG (25% stake) Financial
Services
25-Feb-09 P Mitteldeutsche
Braunkohlengesellschaft mbH
4-Feb-09 P Hanseatische Verlags-
Beteiligungs AG (23% stake);
Kieler Nachrichten (24.50%
stake); Leipziger Verlags-und
Druckerei GmbH & Co KG
(44.90% stake); and Luebecker
Nachrichten GmbH (49% stake)
12-Jan-09 C PMB Presse- und
Medienhauses Berlin
Energy,
Mining &
Utilities
Deal value
(€m)
Aabar Investment
PJSC
0.7 8.4 14.5 -5.0% 1,954
SoFFin n/a n/a -1.5% 1,770
J&T Finance Group
AS; and Severoceske
Doly
TMT Verlagsgesellschaft
Madsack GmbH &
Co KG
TMT M Dumont
Schauberg
6-Feb-09 C Zweibrucken Factory Outlet NV Consumer Grupo Neinver Kenmore Property
Group Limited;
and Real Estate
Venture Capital
Management LLP
4-Feb-09 P Ostsee-Zeitung Gmbh & Co KG
(50% stake)
22-Jan-09 C ddp Deutscher
Depeschendienst GmbH;
Evotape SpA; Rohner AG; and
The BEA Group
TMT Luebecker
Nachrichten GmbH
Industrials &
Chemicals
5-Feb-09 P PLURAL servicepool GmbH Business
Services
9-Mar-09 P Pfizer Manufacturing Frankfurt
GmbH & Co KG
Pharma,
Medical &
Biotech
BLUO SICAV-SIF ARQUES
Industries AG
NRG Energy
Inc; and URS
Corporation
- 404
Axel Springer AG - 263
Mecom Group Plc - 152
- 113
Axel Springer AG - 35
- 30
Compass Group Plc Jurgen Thomas
(Private Investor);
and Plural
Holdings
0.4 - 28
MannKind
Corporation
Pfizer Inc - 26
C = Completed; P = Pending; L = Lapsed Source: mergermarket
Top 5 German announced deals of the month (March 2009)
Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid Deal value
Revenue EBITDA P/E
premia
1-day
before
(€m)
22-Mar-09 C Daimler AG (9.10% Industrials Aabar Investment PJSC 0.7 8.4 14.5 -5.0% 1,954
stake)
&
Chemicals
9-Mar-09 P Pfizer Manufacturing Pharma, MannKind Corporation Pfizer Inc - 26
Frankfurt GmbH & Medical &
Co KG
Biotech
31-Mar-09 P Turbon AG (70.92%
stake)
TMT HBT Holdings GmbH 15.2% 16
16-Mar-09 P innovatis AG Pharma, Roche Diagnostics Ltd Ventizz Capital
- 15
Medical &
Biotech
Partners Advisory AG
4-Mar-09 P A.A.A.
Real Estate Guenter Rothenberger TS Metropolis S a r l n/a n/a -49.7% 12
Aktiengesellschaft
Beteiligungen Gmbh;
Allgemeine
and Rothenberger 4 x S
Anlageverwaltung
vorm. Seilwolff AG von
1890 (84.33% stake)
Vermoegensverwaltung
C = Completed; P = Pending; L = Lapsed Source: mergermarket
Monthly M&A report – 114

Expected deals
Situation Target company Sector Potential bidder
company
Significant
business
events
Significant
business
events
Significant
business
events
Continental AG (tire
unit)
Schleswig-
Holsteinischer
Zeitungsverlag
Industrials &
Chemicals
Pirelli & C SpA;
Compagnie
Generale des
Etablissements
Michelin SA;
or Bridgestone
Corporation
Financial adviser
to bidder (B);
target (T);
seller (S)
Seller company Market
cap/ est.
value
(€m)
Continental AG;
and Schaeffler
KG
Comments
Germany
2,379 Pirelli, the listed Italian industrial
company, is considering the buyout
of the tire unit of listed Germany's
Continental, according to a report in Il
Mondo without quoting sources. The
item said that JPMorgan, Mediobanca,
and Deutsche Bank have already pitched
the dossier to the Italian company.
However, the item added that French
firm Michelin and Japanese company
Bridgestone have already expressed
interest to Karl-Thoman Neumann,
chief executive officer of Continental,
for a buyout of the tire unit. The article
quoted analysts evaluating Continental's
tire unit at EUR 5bn, which is 0.8X
revenues and 9X EBIT. These figures
include the company's debt.
TMT Madsack 400 According to the Financial Times
Deutschland, SHZ is seeking a buyer
for itself, in a deal expected to be
worth EUR 400m with the rival German
publisher Madsack thought to be a likely
buyer.
Qimonda AG TMT Inspur Group Infineon
Technologies AG
1,709 Inspur, the private Chinese computer
technology group, is said to be the
only remaining bidder for the listed
German semiconductor group Qimonda,
Frankfurter Allgemeine Zeitung
reported.
Monthly M&A report – 115

League tables
Top 15 financial advisers - Germany
value
YTD
31-Mar-09
House Value
(€m)
Deal
count
1 Deutsche Bank 11,739 4
2 Lazard 9,310 2
3 JPMorgan 9,452 3
4 Citigroup 9,300 1
5 UBS Investment Bank 2,176 2
6 Goldman Sachs 1,954 2
7 Credit Suisse 1,770 1
8= Bank of America Merrill Lynch 810 3
8= Morgan Stanley 810 3
10 Nordea Corporate Finance 406 1
11 Bank Degroof 187 1
12 Rothschild 162 6
13 Compass Advisers 152 1
14 DnB NOR 79 1
15 Grant Thornton Corporate Finance 69 1
Source: mergermarket
volume
YTD
31-Mar-09
Germany
House Value
(€m)
The financial adviser league tables by value and volume have been run from 01 January 2009 to 31 March 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
YTD
31-Mar-09
House Value
(€m)
Deal
count
1 Freshfields Bruckhaus Deringer 13,880 11
2 Linklaters 9,714 7
3 Simmons & Simmons 9,307 2
4 Hengeler Mueller 9,300 5
5 Norton Rose 9,300 2
6 Cravath Swaine & Moore 9,300 1
7 Shearman & Sterling 1,954 2
8 Skadden Arps Slate Meagher & Flom 1,954 1
9 Lovells 1,770 5
10= Hammarskiold & Co 406 1
10= Hannes Snellman 406 1
10= Roschier 406 1
13 Weil Gotshal & Manges 404 1
14 Clifford Chance 265 6
15 Schindhelm Rechtsanwaltsgesellschaft 263 1
Source: mergermarket
Deal
count
1 Rothschild 162 6
2 Deutsche Bank 11,739 4
3 Lincoln International 8 4
4 JPMorgan 9,452 3
5= Bank of America Merrill Lynch 810 3
5= Morgan Stanley 810 3
7= Ernst & Young - 3
7= PricewaterhouseCoopers - 3
9 Lazard 9,310 2
10 UBS Investment Bank 2,176 2
11 Goldman Sachs 1,954 2
12= FERBER & CO - 2
12= Houlihan Lokey - 2
12= KPMG - 2
12= Mummert & Company - 2
volume
YTD
31-Mar-09
House Value
(€m)
Source: mergermarket
The legal adviser league tables by value and volume have been run from 01 January 2009 to 31 March 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.
Deal
count
1 CMS 20 12
2 Freshfields Bruckhaus Deringer 13,880 11
3 Linklaters 9,714 7
4 Clifford Chance 265 6
5 Hengeler Mueller 9,300 5
6 Lovells 1,770 5
7= Baker & McKenzie - 4
7= Noerr Stiefenhofer & Lutz - 4
9 Oppenhoff & Partner 152 3
10 Herbert Smith/Gleiss Lutz/Stibbe 25 3
11 Simmons & Simmons 9,307 2
12 Norton Rose 9,300 2
13 Shearman & Sterling 1,954 2
14 Franz Rechtsanwaelte Partnerschaftsgesellschaft 15 2
15 Mayer Brown 12 2
Source: mergermarket
Monthly M&A report – 116

value (€m)
Trend graphs
German M&A quarterly trend
value volume
50,000
40,000
30,000
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 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2003 2008 2009
German M&A quarterly private equity trend
value volume
value (€m)
18,000
16,000
14,000
12,000
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 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
German buyouts
German exits
number of deals
number of deals
200
150
100
50
60
50
40
30
20
10
0
0
Germany
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
Moving
average
trend line
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
German buyouts
German exits
Monthly M&A report – 117

Trend graphs
German M&A annual trends
value volume
value (€bn)
100
80
60
40
20
0
2003
2004
2005
2006
2007
2008
YTD 2009
All German M&A
German buyouts
German exits
German M&A sector breakdown YTD 2009
value volume
36.1%
8.2%
1.0%
0.4%
1.1%
9.6%
0.2%
2.5%
40.8%
Industrials & Chemicals
Consumer
TMT
Business Services
Pharma, Medical & Biotech
Financial Services
Energy, Mining & Utilities
Defence
Real Estate
number of deals
6.1%
10.2%
700
600
500
400
300
200
100
0
5.1%
14.3%
2003
2.0%
4.1%
2004
1.0%
1.0%
1.0%
19.4%
2005
2006
35.7%
2007
Germany
2008
YTD 2009
All German M&A
German buyouts
German exits
Industrials & Chemicals
Consumer
TMT
Business Services
Pharma, Medical & Biotech
Financial Services
Energy, Mining & Utilities
Construction
Defence
Real Estate
Transportation
Monthly M&A report – 118

Mid-market deals
German M&A quarterly mid-market trend
value volume
value (€m)
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 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
number of deals
70
60
50
40
30
20
10
0
Germany
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
Moving
average
trend line
Monthly M&A report – 119

Mid-market league tables
Top 5 mid-market financial advisers –
Germany
(€10m to €250m)
YTD
31-Mar-09
Value:
Volume:
House Value
(€m)
Deal
count
1 Bank Degroof 187 1
2= Compass Advisers 152 1
2= JPMorgan 152 1
2= Rothschild 152 1
5 Deutsche Bank 79 1
1 Bank Degroof 187 1
2= Compass Advisers 152 1
2= JPMorgan 152 1
2= Rothschild 152 1
5 Deutsche Bank 79 1
Source: mergermarket
The financial adviser league tables by value and volume have been run from 01 January
2009 to 31 March 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 5 mid-market legal advisers –
Germany
(€10m to € 250m)
YTD
31-Mar-09
Value:
Volume:
Germany
House Value
(€m)
Deal
count
1 Clifford Chance 265 2
2 Freshfields Bruckhaus Deringer 187 2
3= Macfarlanes 152 1
3= Oppenhoff & Partner 152 1
5 Alston & Bird 89 1
1 Clifford Chance 265 2
2 Freshfields Bruckhaus Deringer 187 2
3= Macfarlanes 152 1
3= Oppenhoff & Partner 152 1
5 Alston & Bird 89 1
Source: mergermarket
The legal adviser league tables by value and volume have been run from 01 January
2009 to 31 March 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
Monthly M&A report – 120

France
M&A in Q1
• The M&A activity in France for the first quarter of 2009
is, as expected, slowing down. The total deal value was
only about €2bn, which represents a fall of approximately
69% compared to the total deal value of the last quarter
of 2008 (€6.6bn). The downfall in the total deal volume is
not as dramatic at 72 deals. The figure represents a cut of
11% from the last quarter of 2008 where 81 deals were
completed. This dramatic drop in total deal value is not too
surprising. Indeed, excluding a few megadeals, the M&A
world has very been quiet.
• However, there is one market in the French M&A activity
that seems less affected by the economic turmoil. The midmarket
trend in France for Q1 2009 is almost at the same
level than for the 3 past quarters. 26 deals were reported
on this market on Q1 2009. These are 9 more deals than
in Q4 2008 (+52%), 11 deals less than in Q3 2008 (-30%),
and 5 deals less than in Q2 2008 (-16%). €1.4bn had been
exchanged on this market in Q1 2009, which is about
73% of the total deal value on the French market. Yet, the
average deal size on this market tends to be smaller. It is
€57m for Q1 2009, but was €98m on Q4 2008, €65m on
Q3 2008 and €60m on Q2 2008.
• In the league table ranking, the financials advisers are
dominated in value and volume by Lazard on the first
quarter 2009. Linklaters are on top of the legal advisers
table in volume and are second in the value ranking, while
Cleary Gottlieb Steen & Hamilton hold the first rank in the
total value ranking.
Will Nestlé invest or divest L’Oreal?
• A joint statement, published on 9 April on the Paris stock
exchange, stated: “The Bettencourt family and the Nestlé
company will continue on acting in concert towards the
L’Oréal company beyond 29 April 2009”. It is understood
that Nestlé, the Swiss food group, would be able to sell its
31% stake in L’Oréal when its lock-up agreement with the
Bettencourt family, main shareholders of the France based
cosmetics group, will expire.
• Under the terms of the 5-year agreement between the
shareholders, Nestlé cannot raise its holding during the
lifetime of Liliane Bettencourt, the 86-year old billionaire
daughter of the L’Oreal founder, and also the French richest
woman, who holds a 31.78% stake in the cosmetics
company. This agreement is due to expire on 29 April 2009.
• However, if the arrangement deflecting Nestlé and the
Bettencourt family from selling their L’Oréal holding will
soon expire, the rest of the agreement remains intact. It
includes a mutual right of first refusal on their holdings. It
also allows for the two sides either to tender their shares,
or make a counter offer, if L’Oréal receives an offer from a
third party.
• Nestlé released that they are not under any pressure to do
anything at the time being and will continue to take a long
term view. If the statement suggests the status quo will
continue for the time being (Nestlé does not need cash and
has very little to gain from acquiring L’Oréal), speculation
about Nestlé’s new intention regarding its L’Oréal stake has
changed.
• While Nestlé was initially understood to be a likely buyer
for L’Oréal, it is now believe than Nestlé is more likely
to sell its stake than to raise it, as its strategy is now to
focus on operational excellence and to avoid big takeovers.
Moreover, L’Oréal, like many other groups, has become
much less attractive in the downturn.
Monthly M&A Report – 121

Deal of the month
Target: Groupe Lucien Barriere SAS (15% stake) Announced: 31/03/2009
Bidder: Accor SA Deal value: €153m
Seller: Colony Capital LLC Deal nature: Exit
• Accor SA, the listed France based operator of hotels
and provider of corporate and tourism services, has
agreed to acquire a 15% stake in Groupe Lucien
Barriere, the French hotel and casino operator, from
Colony Capital LLC, the US based private equity firm
with focus on real estate-related assets and operating
companies, for a consideration of €153m.
France
• With this acquisition, Accor will increase its stake in
Lucien Barriere from 34% to 49%. Since January 2004,
Colony Capital had an option to sell its 15% stake in
Lucien Barriere to Accor. In November 2008, Colony
Capital announced its intention to start the valuation
process. Post acquisition Accor’s net debt would be
€270m based on the proportional consolidation of 49%
of Lucien Barriere’s debt in the second half of 2009.
Advisers
Target/seller Bidder
Financial - Financial Goldman Sachs
SG
BNP Paribas
Lazard
CIBC World Markets
Legal - Legal -
PR - PR -
Monthly M&A Report – 122

Top Deals
Top 15 French announced deals for YTD 31 March 2009
France
Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia Deal value
Revenue EBITDA P/E
1-day before (€m)
29-Jan-09 C Credit Foncier de Financial Caisse Nationale Nexity Initiale SAS n/a n/a - 540
France (23.4% stake) Services des Caisses
d'Epargne et de
Prevoyance
31-Mar-09 C Groupe Lucien
Barriere SAS (15%
stake)
Leisure Accor SA Colony Capital LLC - 153
5-Jan-09 C Societe Fonciere Real Estate CALYON Inmobiliaria Colonial
15.2 36.7% 143
Lyonnaise SA (8.8%
stake)
SA
14-Jan-09 C Societe Fonciere Real Estate Royal Bank of Inmobiliaria Colonial
15.2 26.4% 118
Lyonnaise SA
(7.25% stake)
Scotland Group Plc SA
7-Jan-09 C Societe Fonciere Real Estate Goldman Sachs Inmobiliaria Colonial
15.2 27.3% 118
Lyonnaise SA
(7.25% stake)
SA
2-Mar-09 P Autodistribution Industrials & TowerBrook Capital Investcorp SA - 110
Chemicals Partners LP
17-Feb-09 C Axione
Infrastructures SAS
(55.% stake)
TMT FIDEPPP Axione SA - 110
20-Feb-09 C CTR Leyton Business GIMV NV; and Capzanine; and iXEN 3.0 - 100
Services Pragma Capital Partners
10-Feb-09 C Mangas Capital Leisure Bains de Mer
- 100
Entertainment (50%
stake)
Monaco
12-Jan-09 C Clinique Cap d'Or; Pharma, Medi Partenaires 1.5 - 80
Clinique Saint Medical &
Michel; Clinique
Saint Vincent; La
Belle Gensiere;
Polyclinique les
Fleurs; and Soleil
d'Or
Biotech
13-Feb-09 P Purple Labs SA TMT Esmertec AG Earlybird Venture
Capital GmbH &
Co KG; Partners
Group Holding; and
Sofinnova Partners
- 77
18-Feb-09 P LeGuide.com SA
(88.2% stake)
TMT GoAdv SA 2.9 0.1 4.8% 46
30-Mar-09 C B3G TMT CompleTel Europe AXA Private Equity; 1.3 - 40
NV
Orkos Capital; and
Partech International
4-Feb-09 C Homelidays SAS TMT HomeAway Inc - 39
2-Mar-09 P Bisquit (certain
assets)
Consumer Distell Group Ltd Pernod Ricard SA - 31
C = Completed; P = Pending; L = Lapsed Source: mergermarket
Monthly M&A Report – 123

Top Deals
Top 5 France announced deals of the month (March 2009)
France
Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia
Revenue EBITDA P/E
1-day before
31-Mar-09 C Groupe Lucien Barriere
SAS (15% stake)
2-Mar-09 P Autodistribution Industrials
&
Chemicals
Deal value
(€m)
Leisure Accor SA Colony Capital LLC - 153
TowerBrook
Capital Partners
LP
30-Mar-09 C B3G TMT CompleTel
Europe NV
Investcorp SA - 110
AXA Private Equity;
Orkos Capital; and
Partech International
1.3 - 40
2-Mar-09 P Bisquit (certain assets) Consumer Distell Group Ltd Pernod Ricard SA - 31
25-Mar-09 P Distribution Partners SAS Consumer Namco Bandai Atari Europe SAS - 29
(66% stake)
Games Europe
SAS
C = Completed; P = Pending; L = Lapsed Source: mergermarket
Monthly M&A Report – 124

Expected deals
Pipeline of French expected deals
Situation Target
Company
Potential
takeover
target
Expected
deal
Expected
deal
Expected
deal
Matmut Financial
Services
Gecina SA
(real estate
assets)
Idex Energie
SA
Sector Financial adviser
to bidder (B);
target (T); seller
(S)
Potential bidder
company
Seller company Market
cap/ est.
value
(€m)
Comments
France
Macif; and Maif 10,000 Matmut, Macif and Maif, the three France
based mutual insurers are considering a
three-way alliance and discussions are
already underway. The tie-up, which would
create a group with 10m customers and
annual revenues of €10bn, could be officially
announced before the end of April.
Real Estate Metrovacesa SA 1,800 Gecina, the listed French real estate company,
is likely to put an end to the separation
agreement with the Spanish company
Metrovacesa. The Board of Gecina is expected
to meet in the next few days and decide the
agreement is no longer valid, as conditions
have radically changed since it was concluded
in 2007. Under the separation agreement,
Metrovacesa will get €1.8bn of Gecina’s real
estate assets in exchange for Gecina shares.
Energy,
Mining &
Utilities
Surcouf SA Consumer Mulliez Family
(Private
investors);
Youg’s
LBO France Industri Kapital
2000
400 Idex, the French energy and environment
services company, has entered into exclusive
talks with LBO France. The process started
last year but had been postponed. Bridgepoint
had also been interested and that the company
could fetch between €250m and €400m.
PPR SA 225 PPR entered into exclusive negotiations for
the sale of Surcouf to Mr. Hugues Mulliez,
founder of Youg's, a retailer of IT products and
services. Youg’s is a retailer specialized in the
distribution of IT and digital products. Surcouf
has 597 employs and reported sales of €225m
in 2008
Source: mergermarket
Monthly M&A Report – 125

League tables
Top 15 financial advisers – France
value
YTD
31-Mar-2009
House Value
(€m)
Deal
count
1 Lazard 2,198 17
2 BNP Paribas 1,163 5
3 Goldman Sachs 952 4
4 Citigroup 891 3
5 Rothschild 770 7
6 Messier Partners 628 2
7 Piper Jaffray & Co 551 1
8 HSBC Bank 540 2
9 Nomura Holdings 473 3
10 CIBC World Markets 374 2
11= Banca IMI/Intesa Sanpaolo 323 1
11= Mediobanca 323 1
13 CALYON 273 2
14= RBC Capital Markets 221 1
14= TD Securities 221 1
Source: mergermarket
volume
YTD
31-Mar-2009
France
House Value
(€m)
The Financial adviser league tables by value and volume have been run from 01 January 2009 to 31 March 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 – France
value
YTD
31-Mar-2009
House Value
(€m)
Deal
count
1 Cleary Gottlieb Steen & Hamilton 1,091 2
2 Linklaters 856 9
3 Darrois Villey Maillot Brochier 737 3
4 Shearman & Sterling 570 2
5 Sullivan & Cromwell 551 2
6= Fredrikson & Byron 551 1
6= Wilson Sonsini Goodrich & Rosati 551 1
8 Freshfields Bruckhaus Deringer 509 4
9= Barbe Carpentier Thibault Groener
Associes
460 1
9= Travers Smith 460 1
11 Weil Gotshal & Manges 459 5
12 Jones Day 421 7
13 Bredin Prat 406 7
14 Bonelli Erede Pappalardo 323 2
15= Debevoise & Plimpton 323 1
15= Legance Studio Legale Associato 323 1
Source: mergermarket
volume
Deal
count
1 Lazard 2,198 17
2 Rothschild 770 7
3 BNP Paribas 1,163 5
4 Goldman Sachs 952 4
5 Financiere Cambon 12 4
6 Citigroup 891 3
7 Nomura Holdings 473 3
8 SG 187 3
9 Royal Bank of Scotland Group 39 3
10 Messier Partners 628 2
11 HSBC Bank 540 2
12 CIBC World Markets 374 2
13 CALYON 273 2
14 UBS Investment Bank 192 2
15 Aforge Finance 110 2
YTD
31-Mar-2009
House Value
(€m)
Source: mergermarket
The Legal adviser league tables by value and volume have been run from 01 January 2009 to 31 March 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.
Deal
count
1 Linklaters 856 9
2 Jones Day 421 7
3 Bredin Prat 406 7
4 Weil Gotshal & Manges 459 5
5 Freshfields Bruckhaus Deringer 509 4
6 Lovells - 4
7 White & Case - 4
8 Darrois Villey Maillot Brochier 737 3
9 Paul Weiss Rifkind Wharton & Garrison 185 3
10 Gide Loyrette Nouel 31 3
11 CMS - 3
12 Cleary Gottlieb Steen & Hamilton 1,091 2
13 Shearman & Sterling 570 2
14 Sullivan & Cromwell 551 2
15 Bonelli Erede Pappalardo 323 2
Source: mergermarket
Monthly M&A Report – 126

League tables
Activity table of private equity firms on French buyouts
value
YTD
31-Mar-2009
value
House Value
(€m)
Deal
count
1= Natixis 110 1
1= TowerBrook Capital Partners 110 1
3= GIMV 100 1
3= Pragma Capital 100 1
5= CDC Entreprises 12 1
5= Montefiore Investment 12 1
5= Natexis Private Equity 12 1
YTD
31-Mar-2009
House Value
(€m)
Source: mergermarket
Deal
count
1 Colony Capital 153 1
2 Investcorp 110 1
3= Capzanine 100 1
3= Natexis Private Equity 100 1
5= Earlybird Venture Capital 77 1
5= Partners Group Holding 77 1
5= Sofinnova Partners 77 1
Source: mergermarket
volume
volume
France
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 31 March 2009 and exclude lapsed and withdrawn deals.
Activity table of private equity firms on French exits
YTD
31-Mar-2009
House Value
(€m)
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 March 2009 and exclude lapsed and withdrawn deals.
Deal
count
1 Ouest Croissance - 2
2= Natixis 110 1
2= TowerBrook Capital Partners 110 1
4= GIMV 100 1
4= Pragma Capital 100 1
YTD
31-Mar-2009
House Value
(€m)
Source: mergermarket
Deal
count
1 Colony Capital 153 1
2 Investcorp 110 1
3= Capzanine 100 1
3= Natexis Private Equity 100 1
5= Earlybird Venture Capital 77 1
5= Partners Group Holding 77 1
5= Sofinnova Partners 77 1
Source: mergermarket
Monthly M&A Report – 127

Trend graphs
French M&A quarterly trend
value volume
value €m
90,000
80,000
70,000
60,000
50,000
40,000
30,000
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 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
French M&A quarterly private equity trend
value €bn
value volume
15,000
12,000
9,000
6,000
3,000
0
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
France buyouts
France exits
number of deals
number of deals
180
160
140
120
100
80
60
40
20
70
60
50
40
30
20
10
France
0
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
Moving
average
trend line
0
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
France buyouts
France exits
Monthly M&A Report – 128

Trend graphs
French M&A annual trends
value volume
value €bn
150
120
90
60
30
0
2003
2004
2005
2006
2007
2008
YTD 2009
All France M&A
France buyouts
France exits
French M&A sector breakdown annual trend YTD 2009
value volume
12.8%
15.3%
6.7%
5.4%
4.0%
0.3%
7.9%
19.2%
28.5%
Industrials & Chemicals
Financial services
Business services
Consumer
TMT
Leisure
Transportation
Pharma, Medical & Biotech
Agriculture
number of deals
5.7%
7.1%
4.3%
800
700
600
500
400
300
200
100
0
2003
2004
1.4%
2.9%
1.4%
2.9%
4.3%
18.6%
2005
24.3%
2006
27.1%
2007
France
2008
YTD 2009
All France M&A
France buyouts
France exits
Industrials & Chemicals
TMT
Consumer
Financial services
Business services
Leisure
Construction
Transportation
Pharma, Medical & Biotech
Energy, Mining & Utilities
Agriculture
Monthly M&A Report – 129

Mid-market deals
Top 10 French Announced Mid Market Deals for YTD 2009
(€10m to €250m)
Announced Status Target company Sector Target/seller
financial adviser
31-Mar-09 C Groupe Lucien
Barriere SAS
(15% stake)
5-Jan-09 C Societe
Fonciere
Lyonnaise SA
(8.8% stake)
14-Jan-09 C Societe
Fonciere
Lyonnaise SA
(7.25% stake)
7-Jan-09 C Societe
Fonciere
Lyonnaise SA
(7.25% stake)
2-Mar-09 P Autodistribution Industrials &
Chemicals
17-Feb-09 C Axione
Infrastructures
SAS (55%
stake)
Target/seller
legal adviser
Bidder
company
Bidder finanical
adviser
Leisure Accor SA BNP Paribas;
CIBC World
Markets;
Goldman
Sachs; Lazard;
SG
Real Estate Advising seller:
Lazard
Real Estate Advising seller:
Lazard
Real Estate Advising seller:
Lazard
TMT Advising seller:
Lazard
Advising seller:
Freshfields
Bruckhaus
Deringer;
Linklaters
Advising seller:
Freshfields
Bruckhaus
Deringer;
Linklaters
Advising seller:
Freshfields
Bruckhaus
Deringer;
Linklaters
Rothschild Dewey &
LeBoeuf;
Shearman
& Sterling;
Advising seller:
Gibson Dunn
& Crutcher;
Weil Gotshal &
Manges
Advising
seller: Clifford
Chance
France
Bidder legal adviser Seller
company
Colony
Capital
LLC
CALYON CALYON Inmobiliaria
Colonial
SA
Royal Bank
of Scotland
Group Plc
Goldman
Sachs
TowerBrook
Capital
Partners LP
Goldman
Sachs
Aforge
Finance
FIDEPPP Grant
Thornton
Corporate
Finance
Bredin Prat; Kirkland
& Ellis; Linklaters
Linklaters
(Advising Banco
Santander;Caisse
Nationale des Caisses
d'Epargne et de
Prevoyance;CALYON);
Orrick Herrington &
Sutcliffe
Inmobiliaria
Colonial
SA
Inmobiliaria
Colonial
SA
Investcorp
SA
Deal
value
(€m)
153
143
118
118
110
Axione SA 110
Monthly M&A Report – 130

Mid-market deals
French M&A Quarterly Mid-market Trend
value volume
value €m
Announced Status Target company Sector Target/seller
financial adviser
20-Feb-09 C CTR Leyton Business
Services
10-Feb-09 C Mangas
Capital
Entertainment
(50% stake)
12-Jan-09 C Clinique Cap
d'Or; Clinique
Saint Michel;
Clinique Saint
Vincent; La
Belle Gensiere;
Polyclinique
les Fleurs; and
Soleil d'Or
5,000
4,000
3,000
2,000
1,000
Target/seller
legal adviser
0
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
Advising
seller: Darrois
Villey Maillot
Brochier; SJ
Berwin
Leisure Lazard Weil Gotshal &
Manges
Pharma,
Medical &
Biotech
Internal Binisti Bouquet
Lassalle &
Associes;
Cabinet des
Avocats
Becque
Monestier et
Dahan
number of deals
Bidder
company
GIMV NV;
Pragma
Capital
Bains
de Mer
Monaco
Medi
Partenaires
13-Feb-09 P Purple Labs SA TMT Esmertec
AG
60
50
40
30
20
10
Bidder finanical
adviser
Mandel
Partners
France
Bidder legal adviser Seller
company
Bird & Bird (Advising
Banque Espirito Santo
et de la Venetie; CIC;
LCL; Societe Generale
de France); SJ Berwin
(Advising Banque
Espirito Santo et de
la Venetie; Tikehau
Capital Partners); Weil
Gotshal & Manges
Capzanine;
and iXEN
Partners
Deal
value
(€m)
100
Bredin Prat 100
Gatienne Brault &
Associates
0
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
80
Earlybird 77
Venture
Capital
GmbH &
Co KG;
Partners
Group
Holding;
and
Sofinnova
Partners
Source: mergermarket
Moving
average
trend line
Monthly M&A Report – 131

Mid-market league tables
Top 10 mid-market financial advisers –
French
(€10m to €250m)
YTD
31-Mar-2009
Value:
Volume:
House Value
(€m)
Deal
count
1 Lazard 1,335 12
2 Goldman Sachs 401 3
3 CIBC World Markets 374 2
4 CALYON 273 2
5 Rothschild 230 2
6= RBC Capital Markets 221 1
6= TD Securities 221 1
8 UBS Investment Bank 192 2
9 SG 187 2
10 BNP Paribas 163 2
1 Lazard 1,335 12
2 Goldman Sachs 401 3
3 CIBC World Markets 374 2
4 CALYON 273 2
5 Rothschild 230 2
6 UBS Investment Bank 192 2
7 SG 187 2
8 BNP Paribas 163 2
9 Nomura Holdings 150 2
10= RBC Capital Markets 221 1
10= TD Securities 221 1
Source: mergermarket
The Financial adviser league tables by value and volume have been run from 01 January
2009 to 31 March 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 10 mid-market legal advisers –
French
(€10m to €250m)
YTD
31-Mar-2009
Value:
Volume:
France
House Value
(€m)
Deal
count
1 Linklaters 533 5
2 Freshfields Bruckhaus Deringer 509 4
3 Weil Gotshal & Manges 459 5
4 Bredin Prat 406 4
5 Jones Day 277 4
6= Blake, Cassels & Graydon 221 1
6= Dorsey & Whitney 221 1
6= Goodmans 221 1
9 Davis Polk & Wardwell 213 2
10 SJ Berwin 200 1
1 Linklaters 533 5
2 Weil Gotshal & Manges 459 5
3 Freshfields Bruckhaus Deringer 509 4
4 Bredin Prat 406 4
5 Jones Day 277 4
6 Davis Polk & Wardwell 213 2
7 Darrois Villey Maillot Brochier 197 2
8 Paul Weiss Rifkind Wharton & Garrison 185 2
9 Taj 149 2
10 Simmons & Simmons 56 2
Source: mergermarket
The Legal adviser league tables by value and volume have been run from 01 January
2009 to 31 March 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.
Monthly M&A Report – 132

Italy
M&A in Italy in 2009
• The first quarter of 2009 has passed, and the initial three
months of the new year behaved in line with most of
the pessimistic post-crisis forecasts. March was a quiet
month, with the biggest deal post-crisis €174m, a far
cry from last months top deal, where Snam acquired
Italgas and Stogit, for €4.7bn. Out of a total number of 12
transactions (totalling €439m), an average deal size value
of €36.6m.
• Two mega-deals particularly boosted the Q1 ranking:
the Snam deal (as stated above), and the acquisition of
Alleanza Assicurazioni SpA by Assicurazioni Generali SpA
for a total value of €3.6bn. Together these deals represent
84.2% of total value for the first quarter 2009.
• Latest statistics forecast a consistent high number of
consolidations in the Financial Services sector, which
is unsurprising given the difficulties the sector is facing
globally. As a matter of fact, one third of the top 15 deals
in Q1 are occupied by transactions involving financial
institutions which at a total of €4bn, account for 40.6%
of the total value generated in the first quarter. The
deals include banks such as Banca Italease, insurance
companies such as Alleanza Assicurazioni, Private Equity
firms such as Sator SpA and brokerage units such as
IntesaTRADE S.I.M. S.p.A.
• Mediobanca kept its pole position as financial adviser,
with 6 deals advised and a total value of €20bn, increasing
only in the first quarter its total deals value of €3.3bn
compared to YE 2008 total value of €16.7bn. JP Morgan
and Citigroup also reported a consistent increase in value
and gained important positions, ranking themselves
respectively as second and third players. On the legal
advisers ranking, Bonelli Erede Pappalardo and Chiomenti
Studio Legale keep fighting for the leading positions,
followed by Cuatrecasas Goncalves Pereira, Latham &
Watkins and Uria Menendez at the third position.
M&A activity in the Real Estate sector
• The real estate sector saw some M&A activity in Italy
during March. Tundra, the Italian real estate company,
was acquired by API Real Estate, whilst Banca
Intermobiliare di Investimenti e Gestioni (BIM) launched
an obligatory public offer for real estate company, IPI.
• The owner of Tundra Stefano Ricucci decided to put
the company for sale after his property group, Magiste
International, went bankrupt in January 2007. Known
for its beautiful park view, Villa Correlli, the main asset
of Tundra, was initially valued at €53m. This price was
higher than what potential bidders were prepared to
offer and Tundra’s administrator Domenico Fazzalari
had to re-launch the auction several times since early
2008. The price went down to €40m in October 2008
yet the company had no offers. Finally, in March 2009 it
was announced that API Real Estate, controlled by the
Brachetti Peretti family, will become the new owner of
Tundra. As the only bidder, API has acquired the luxury
historic villa for a sum of €36m.
• On the 30th of March, Banca Intermobiliare di
Investimenti e Gestioni (BIM), Italian advisory bank, has
made clear its intention to acquire the remaining 51%
in IPI, the listed Italian real estate company, through
an obligatory public offer. BIM had a 29.04% stake in
IPI when it took control over a 19.74% stake of Danilo
Coppola, the imprisoned previous controlling shareholder
of IPI. BIM now holds a 48.8% in IPI and it has offered
a sum of €27m for the remaining 51% stake. Previously,
it was expected that business allies of Danilo Coppola
– Gabriele Sabatini and Angelo Bassati would acquire a
29% stake of IPI from BIM. However, an announcement
made by Marconi 2000, the construction company
owned by Sabatini and Bassati, halted the process. This
was followed by BIM’s move to increase its stake in IPI.
BIM has yet to deal with the challenges of its recent
move. It has managed to grow significantly in IPI, yet its
final balance sheet for 2008 has demonstrated a loss of
€61.8m.
Monthly M&A report – 133

Deal of the month
Target: Banca Italease SpA Announced: 16 March 2009
Bidder: Banco Popolare Deal value: €174m
Seller: Deal nature: Recommended
Description
• Banco Popolare, the Italian listed bank, has launched a
public offer for all outstanding shares that it does not own
in Banca Italease, its domestic counterpart.
Structure
• The transaction will be conducted via a voluntary public
offer.
Terms
• Banca Italease’s shareholders will receive €1.50 in cash
per each share held.
• The offer values the entire share capital of Banca Italease
at €252.6m.
• The offer values the stake to be acquired assuming the
100% level of acceptances at €174.3m.
• The offer represents a premium of 13.98% to Banca
Italease’s closing price of €1.316 on 13-Mar-09, the last
trading price prior to the formal announcement.
• The offer represents a premium of 39.53% to Banca
Italease’s closing price of €1.075 on 09-Mar-09, the last
trading price prior to the trading suspension pending a
formal announcement.
Major shareholders and irrevocables
• Banco Popolare owns 30.7% of banca Italease.
• BPER, BPS, BPM and Reale Mutua, Banca Italease major
shareholders representing 21.47%, have agreed to tender
to the PTO all the shares owned in Banca Italease.
• The total level of acceptances and shares held by Banco
Popolare is 52.17%.
Italy
Post-acquisition restructuring
• Reorganisation plan of Banca Italease activities envisaged
through allocation of Banca Italease Group activities
among Banco Popolare, BPER, BP Sondrio e BPM,
according to the following main criteria: 1)distribution
channel of loan portfolio (banking channel or other);
2) classification of the loan portfolio (in bonis or non
performing); 3) status of the loan portfolio (securitised or
unsecuritised).
• The structure identified and shared among Banco
Popolare, BPER, BP Sondrio and BPM, envisages the
set up of two new entities (“NewCo Uno” and “NewCo
Due”), adequately capitalised, in which to hive down the
formerly selected activities.
• The current banking shareholders will be differently
involved in NewCo Uno and NewCo Due, with reference
to agreements underlying the Reorganisation project.
• Following the rights issue od Newco Uno and Newco
Due, Banca Italease (owned 100% by Banco Popolare)
will own 80% in NewCo Uno with combining 20% owned
by BPER, BPS and BPM; 32.8% of Newco Due will be
owned by Banca Italease with remaining 67.2% owned
by BPER, BPS and BPM.
Post-acquisition funding
• NewCo Uno will be financed pro quota by the
shareholding banks.
• NewCo Due will be financed by BPER, BPS and BPM.
Conditions
• 90% acceptances
• Relevant Regulatory Approvals
Monthly M&A report – 134

Deal of the month
Exit multiples – Y/E 31/12/08 Premium analysis
Italy
Multiples Value (EURm ) Offer price per share (€) 1.5
Revenue n/a n/a 1 day before 13.98%
EBITDA n/a n/a 1 month before -16.67%
EBIT n/a n/a 1 day after 2.88%
Earnings - - Pre-rumor 39.53%
Advisers
Target/Seller Bidder
Financial Morgan Stanley Financial Mediobanca SpA
Legal Chiomenti Studio Legale Legal Studio Legale Pavesi Gitti Verzoni
PR - PR Community Group
Mergermarket/dealReporter Intelligence
19-Mar-09 Banca Italease: Banco Popolare to file offer with Bank of Italy and AGCM in next few days; document expected to be published in 20
days, source says
16-Mar-09 Banca Italease: Banco Popolare plans to launch a rights issue of about €800m after public offer, CEO says
Timetable and Expected Events
Regulatory Date Notes
AGCM (Italy)
Offer Timetable
dR estimation Autorita Garante della Concorrenza e del Mercato; phase 1 30 cd (15 cd if public offer);
phase 2 45 calendar days
CONSOB approval 15 trading days (30 trading days if consideration in the form of unlisted shares)
Offer document issued normally next trading days from CONSOB approval
Target’s official response notified to CONSOB latest 2 trading days from opening of offer period, published latest at opening of offer
period; if offer FRIENDLY, statement issued prior to publication in order to be attached with offer document
Offer period commences earliest 5 trading days after publication; if offer FRIENDLY, offer period may commence next trading days
after publication
Latest date for rival bid 5 trading days from FCD
Latest date for revised
offer
3 trading days from closing
First Closing Date (FCD) 25-40 trading days for preliminary offers, 15 - 25 trading days for mandatory offers
Offer Results next trading day
Settlement 5 trading days after FCD
Company Events Date
BIL AGM 23-Apr-09 ref 23-04-09 - 1st session; 24-04-09 2nd session; to approve FY 08 results; from co
BP AGM 24-Apr-09 ref 24-04-09 - 1st session; 25-04-09 2nd session; to approve FY 08 results; from co
Monthly M&A report – 135

Top deals
Top 15 Italian announced deals for YTD 31 March 2009
Italy
Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia
Revenue EBITDA P/E
1-day before
12-Feb-09 P Italgas SpA; and Stogit
SpA
23-Feb-09 P Alleanza Assicurazioni
Spa
12-Jan-09 C Alitalia SpA (25%
stake)
28-Jan-09 C Seat Pagine Gialle SpA
(Undisclosed Stake)
16-Mar-09 P Banca Italease SpA
(69.30% stake)
27-Mar-09 P CastelMac S.p.A.;
Frimont S.p.A.; and
Scotsman Group
13-Jan-09 P Ecolevante SpA; and
Waste Recycling SpA
4-Mar-09 C IW Bank Spa (32.47%
stake)
19-Feb-09 P Banca Profilo SpA
(42% stake)
Energy, Mining
& Utilities
Financial
Services
Snam Rete Gas
SpA
Assicurazioni
Generali SpA
Deal value
(€m)
ENI SpA - 4,720
0.8 n/a 8.9 2.6% 3,640
Transport Air France-KLM SA - 323
TMT CVC Silver
Nominee Limited;
Investitori Associati
SpA
BC Partners Ltd - 200
Financial
Services
Banco Popolare n/a n/a 14.0% 174
Industrials &
Chemicals
Industrials &
Chemicals
Financial
Services
Financial
Services
12-Feb-09 P All Pneus S.r.l. Industrials &
Chemicals
2-Feb-09 C Intesa Sanpaolo (13
branches in Liguria)
13-Feb-09 C Livingston Aviation
Group
2-Feb-09 P IntesaTRADE S.I.M.
S.p.A.
Financial
Services
Warburg Pincus
LLC
Manitowoc
Company Inc.
- 120
LBO Italia - 82
Ubi Banca n/a n/a 19.9 40.09% 71
Sator SpA n/a n/a -51.22% 70
Fintyre SpA Orobica Finance
S.r.l.
Banco di San
Giorgio SpA
Transport Ellemme Group
Spa
Financial
Services
Banca Popolare di
Milano Scarl
Intesa Sanpaolo
SpA
I Viaggi del
Ventaglio SpA
Intesa Sanpaolo
SpA
- 60
n/a n/a - 60
- 59
n/a n/a - 45
9-Mar-09 C Tundra srl Real Estate Api Real Estate n/a n/a - 36
30-Mar-09 P IPI spa (51.18% stake) Real Estate Banca
Intermobiliare di
Investimenti e
Gestioni SpA
n/a n/a 2.36% 27
C = Completed; P = Pending; L = Lapsed
Monthly M&A report – 136

Top deals
Top 5 Italian announced deals of the month (March 2008)
Italy
Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia
Revenue EBITDA P/E
1-day before
16-Mar-09 P Banca Italease
SpA (69.30%
stake)
27-Mar-09 P CastelMac S.p.A.;
Frimont S.p.A.;
and Scotsman
Group
4-Mar-09 C IW Bank Spa
(32.47% stake)
Deal value
(€m)
Financial Services Banco Popolare n/a n/a 14.0% 174
Industrials &
Chemicals
Warburg Pincus LLC Manitowoc
Company Inc.
- 120
Financial Services Ubi Banca n/a n/a 19.9 40.1% 71
9-Mar-09 C Tundra srl Real Estate Api Real Estate - 36
30-Mar-09 P IPI spa (51.18%
stake)
Real Estate Banca Intermobiliare
di Investimenti e
Gestioni SpA
2.36% 27
C = Completed; P = Pending; L = Lapsed Source: mergermarket
Monthly M&A report – 137

Expected deals
Pipeline of Italian expected deals
Situation Target
company
Significant
M&A
Rumoured
Takeover
targets
Rumoured
Takeover
targets
Rumoured
takeover
targets
Rumoured
Takeover
targets
Unipol
Gruppo
Finanziario
SpA
Tiscali UK
Holdings
limited
Telecom Italia
Media SpA
Safilo Group
SpA
Sansedoni
SpA
Sector Potential bidder company Seller company Financial
adviser
Financial
Services
Credito Emiliano SpA,
BNL - Gruppo BNP
Paribas, Banca Popolare
dell'Emilia Romagna,
Banca Carige SpA,
Cassa di Risparmio di
parma e piacenza SpA,
Ubi Banca (UBI).
Consumer The Carphone
Warehouse Group plc,
Britsh Sky Broadcasting
Group plc, TalkTalk
TMT Undisclosed Bidders Merrill
Lynch
Consumer CVC Capital Partners
Limited, Apax Partners,
Bain Capital LLC
Market
cap/est.
value
(€m)
Comments
Italy
Unipol 982 Unipol says no sale plans for UGF Banca, though
industry sources say a sale is expected Story *
Unipol spokesperson says no plans to sell UGF
Banca, although sale rumours are circulating *
Italian banking players expecting Unipol to focus on
insurance business * Carige, BPER, Credem, BNL,
and CaRiParma seen as potential buyers if sale
does materialize
Tiscali SpA 330-440 Tiscali’s restructuring process could still include the
sale of UK assets, according to two sources and a
person close to the situation. The Italian company
is still evaluating different restructuring plan
options, some of which include the sale of the UK
assets, the person close said.
Two sources said that Tiscali is still working on
its restructuring plan along two streams: one
taking into account the sale of the UK assets and
one without divestments. “There are a couple of
bidders at a very low price and some restructuring
funds sniffing around,” one source said, naming
UK-listed BSkyB and UK-listed mobile-phone
retailer Carphone Warehouse as the two obvious
strategic bidders.
Carphone is hoping to get the UK assets at a
bargain price, after the negotiations with BskyB
broke down, a second banker said. Carphone
would see synergies between Tiscali UK and its
broadband division TalkTalk. The alternative for
Tiscali would be to fall into administration, he said.
But a sector banker said that expectations from
Tiscali, of a GBP 300m to GBP 400m price tag,
make it unlikely Carphone would seriously look
at Tiscali UK. Carphone would prefer to pick up
Tiscali’s customers, the banker said, adding that
BSkyB was likely to be more aggressive than
Carephone. In November last year, Carphone
Warehouse announced it had initiated a review
which may lead to a possible demerger of its retail
and telecoms business.”
269 There have been market rumours that Telecom
Italia Media, the media subsidiary of Telecom Italia
has hired Merrill Lynch to explore options for its
television unit. According to reports this could lead
to the sale of the entire group, or likelier, a part of
the assets.
Vittorio Tabacchi 226 Safilo, the Italian eyewear company, said that Only
3T, its leading shareholder, is holding early stage
talks with potential partners. ""The shareholders
would like to clarify that the situation is still under
negotiation and no agreement has been made as
yet,"" the company said in a statement.
The company’s statement followed press rumours
claiming that Chief Executive Officer Roberto
Vedovotto is working on the delisting plans on the
part of the 39.8% owner, the Tabacchi family”
Real Estate Undisclosed Bidders Silvano Toti SpA 100 Silvano Toti, the holding of the Toti family, is in
advanced talks to sell its 28% stake in Sansedoni,
a real estate group controlled by listed Italian bank
Banca Monte dei Paschi di Siena, Il Sole 24 Ore
reported. The report cited a newswire report that
said the Toti family could receive EUR 100m for
the stake.
Monthly M&A report – 138

League tables
Top 15 financial advisers – Italy
value
YTD
31-Mar-2009
House Value
(€m)
Deal
Count
1 Mediobanca 20,023 6
2 JPMorgan 14,867 3
3= Citigroup 11,430 2
3= Lazard 11,430 2
5 Deutsche Bank 11,227 2
6= Credit Suisse 11,107 1
6= Goldman Sachs 11,107 1
6= Santander Global Banking and Markets 11,107 1
9 Banca IMI/Intesa Sanpaolo 5,073 5
10 Rothschild 4,939 4
11 Morgan Stanley 3,814 2
12 KPMG 3,766 4
13 BNP Paribas 3,640 2
14 UBS Investment Bank 3,640 1
15 Nomura Holdings 323 1
Source: mergermarket
volume
YTD
31-Mar-2009
Italy
House Value
(€m)
The Financial adviser league tables by value and volume have been run from 01 Janaury 2009 to 31 March 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 – Italy
value
YTD
31-Mar-2009
House Value
(€m)
Deal
Count
1 Bonelli Erede Pappalardo 11,630 4
2 Chiomenti Studio Legale 11,622 10
3= Cuatrecasas, Goncalves Pereira 11,107 1
3= Latham & Watkins 11,107 1
3= Uria Menendez 11,107 1
6 Clifford Chance 4,779 4
7 Freshfields Bruckhaus Deringer 3,640 1
8 Linklaters 523 3
9= Debevoise & Plimpton 323 1
9= Legance Studio Legale Associato 323 1
11= Giliberti Pappalettera Triscornia e Associati 200 1
11= SJ Berwin 200 1
13 Studio Legale Pavesi Gitti Verzoni 174 1
14= Foley & Lardner 120 1
14= Willkie Farr & Gallagher 120 1
Source: mergermarket
Deal
Count
1 Mediobanca 20,023 6
2 Deloitte 208 6
3 Banca IMI/Intesa Sanpaolo 5,073 5
4 Rothschild 4,939 4
5 KPMG 3,766 4
6 JPMorgan 14,867 3
7 UniCredit Group 16 3
8= Citigroup 11,430 2
8= Lazard 11,430 2
10 Deutsche Bank 11,227 2
11 Morgan Stanley 3,814 2
12 BNP Paribas 3,640 2
13= Credit Suisse 11,107 1
13= Goldman Sachs 11,107 1
13= Santander Global Banking and Markets 11,107 1
volume
YTD
31-Mar-2009
House Value
(€m)
Source: mergermarket
The Legal adviser league tables by value and volume have been run from 01 Janaury 2009 to 31 March 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.
Deal
Count
1 Chiomenti Studio Legale 11,622 10
2 Bonelli Erede Pappalardo 11,630 4
3 Clifford Chance 4,779 4
4 Dewey & LeBoeuf 115 4
5 Gianni, Origoni, Grippo & Partners 80 4
6 Linklaters 523 3
7 Baker & McKenzie 74 2
8 Russo De Rosa Bolletta e Associati 54 2
9 Pirola Pennuto Zei & Associati 28 2
10= Cuatrecasas, Goncalves Pereira 11,107 1
10= Latham & Watkins 11,107 1
10= Uria Menendez 11,107 1
13 Freshfields Bruckhaus Deringer 3,640 1
14= Debevoise & Plimpton 323 1
14= Legance Studio Legale Associato 323 1
Source: mergermarket
Monthly M&A report – 139

League tables
Activity table of private equity firms on Italian buyouts
value
YTD
31-Mar-2009
value
House Value
(€m)
Deal
count
1= CVC Capital Partners 200 1
1= Investitori Associati 200 1
3 Warburg Pincus 120 1
4 LBO Italia 82 1
5 Sator 70 1
YTD
31-Mar-2009
House Value
(€m)
Source: mergermarket
Deal
count
1 BC Partners 200 1
2 Master Holding Group 8 1
3 Palladio Finanziaria 5 1
Source: mergermarket
volume
volume
Italy
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 31 March 2009 and exclude lapsed and withdrawn deals.
Activity table of private equity firms on Italian buyouts
YTD
31-Mar-2009
House Value
(€m)
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 31 March 2009 and exclude lapsed and withdrawn deals.
Deal
count
1= CVC Capital Partners 200 1
1= Investitori Associati 200 1
3 Warburg Pincus 120 1
4 LBO Italia 82 1
5 Sator 70 1
YTD
31-Mar-2009
House Value
(€m)
Source: mergermarket
Deal
count
1 BC Partners 200 1
2 Master Holding Group 8 1
3 Palladio Finanziaria 5 1
Source: mergermarket
Monthly M&A report – 140

Trend graphs
Italian M&A quarterly trend
value volume
value (€m)
45,000
40,000
35,000
30,000
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 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
Italian M&A quarterly private equity trend
value volume
value (€m)
6,000
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 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
Italian buyouts
Italian exits
number of deals
number of deals
150
120
90
60
30
35
30
25
20
15
10
5
0
0
Italy
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
Moving
average
trend line
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
Italian buyouts
Italian exits
Monthly M&A report – 141

Trend graphs
Italian M&A annual trends
value volume
value (€bn)
120,000
100,000
80,000
60,000
40,000
20,000
0
2003
2004
2005
Italian M&A sector breakdown YTD 2009
2006
2007
2008
YTD 2009
All Italian M&A
Italian buyouts
Italian exits
value volume
47.9%
0.6%
2.1%
4.1%
0.6%
2.5%
0.3%
0.3%
0.4%
41.2%
Industrials & Chemicals
Consumer
Financial services
Transportation
TMT
Construction
Leisure
Real Estate
Energy, Mining & Utilities
Agriculture
number of deals
6.0%
8.0%
8.0%
450
400
350
300
250
200
150
100
50
0
4.0%
4.0%
8.0%
2003
2004
2.0% 2.0%
4.0%
14.0%
2005
2006
26.0%
14.0%
2007
Italy
2008
YTD 2009
All Italian M&A
Italian buyouts
Italian exits
Industrials and Chemicals
Consumer
Financial services
Transportation
TMT
Construction
Leisure
Real Estate
Pharma, Medical & Biotech
Energy, Mining & Utilities
Business Services
Agriculture
Monthly M&A report – 142

value (€m)
Mid-market deals
Top 5 Italian announced mid market Buy-Out deals YTD 31 March 2009
(€10m to €250m)
Announced Status Target company Sector Target/seller
financial
adviser
28-Jan-09 C Seat Pagine Gialle
SpA (Undisclosed
Stake)
27-Mar-09 P CastelMac S.p.A.;
Frimont S.p.A.;
and Scotsman
Group
13-Jan-09 P Ecolevante
SpA; and Waste
Recycling SpA
19-Feb-09 p Banca Profilo SpA
(42% stake)
3-Feb-09 C Autostrada
Pedemontana
Lombarda Srl
(32% stake)
Italian M&A quarterly mid-market trend
value volume
5,000
4,000
3,000
2,000
1,000
0
Target/seller
legal adviser
TMT Rothschild Giliberti
Pappalettera
Triscornia e
Associati;
Linklaters;
SJ Berwin.
Advising
Seller:
Bonelli Erede
Pappalardo
Industrials &
Chemicals
Industrials &
Chemicals
Financial
Services
Advising
Seller:
Deutsche
Bank;
JPMorgan
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
Advising
Seller:
Chiomenti
Studio
Legale; Foley
& Lardner
Dewey &
LeBoeuf
number of deals
Bidder company Bidder finanical
adviser
CVC Silver
Nominee
Limited;
Investitori
Associati SpA
Warburg
Pincus LLC
Construction Banca Intesa
Infrastrutture e
Sviluppo SpA;
Equiter SpA;
and Ubi Banca
70
60
50
40
30
20
10
0
Bidder legal
adviser
Willkie Farr &
Gallagher
LBO Italia d'Urso Gatti
e Associati
Studio Legale
Sator SpA Gianni,
Origoni,
Grippo &
Partners
Banca IMI/Intesa
Sanpaolo
Italy
Seller company Deal
value
(€m)
BC Partners Ltd 200
Manitowoc
Company Inc.
Milano
Serravalle
- Milano
Tangenziali SpA
118
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
82
70
15
Source: mergermarket
Moving
average
trend line
Monthly M&A report – 143

Mid-market league tables
Mid-market financial Advisers –
Italy
(€10m to €250m)
YTD
31-Mar-2009
Value:
Volume:
House Value
(€m)
Deal
count
1 Mediobanca 233 2
2 Rothschild 219 2
3 Deloitte 208 4
4 Morgan Stanley 174 1
5= Deutsche Bank 118 1
5= JPMorgan 118 1
7 KPMG 117 2
8 Banca IMI/Intesa Sanpaolo 30 2
9= Hadley Partners 25 1
9= Tamburi & Associati 25 1
1 Deloitte 208 4
2 Mediobanca 233 2
3 Rothschild 219 2
4 KPMG 117 2
5 Banca IMI/Intesa Sanpaolo 30 2
6 Morgan Stanley 174 1
7= Deutsche Bank 118 1
7= JPMorgan 118 1
9= Hadley Partners 25 1
9= Tamburi & Associati 25 1
Source: mergermarket
The Financial adviser league tables by value and volume have been run from 01 January
2009 to 31 March 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
Mid-market legal Advisers –
Italy
(€10m to €250m)
YTD
31-Mar-2009
Value:
Volume:
Italy
House Value
(€m)
Deal
count
1 Chiomenti Studio Legale 515 7
2= Bonelli Erede Pappalardo 200 1
2= Giliberti Pappalettera Triscornia e Associati 200 1
2= Linklaters 200 1
2= SJ Berwin 200 1
6 Studio Legale Pavesi Gitti Verzoni 174 1
7= Foley & Lardner 118 1
7= Willkie Farr & Gallagher 118 1
9 Dewey & LeBoeuf 115 2
10 d'Urso Gatti e Associati Studio Legale 82 1
1 Chiomenti Studio Legale 515 7
2 Dewey & LeBoeuf 115 2
3 Baker & McKenzie 74 2
4= Bonelli Erede Pappalardo 200 1
4= Giliberti Pappalettera Triscornia e Associati 200 1
4= Linklaters 200 1
4= SJ Berwin 200 1
8= Studio Legale Pavesi Gitti Verzoni 174 1
9= Foley & Lardner 120 1
9= Willkie Farr & Gallagher 120 1
Source: mergermarket
The Legal adviser league tables by value and volume have been run from 01 January
2009 to 31 March 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
Monthly M&A report – 144

Benelux
Solvay: possible divestment of
pharma division
• Solvay, the Belgium-listed pharmaceutical and chemicals
business, could attract a bidding war by pursuing a break
up of its pharmaceutical division. An auction will most
likely take place rather soon. Numerous European entities
have expressed interest in different parts of the group’s
pharmaceutical business in the past and this could now
be revived. Although several sources believed a full
division sale was more likely, they agreed only a few
entities would bid due to the unit’s unfocused business
nature and size.
• Early April, Solvay confirmed it was in talks with
third parties and considering various options for its
pharmaceutical division. Solvac, the family-owned 30%
shareholder in Solvay, has denied a report suggesting it
had any contact with third parties about the sale of any
of its stake in Solvay. The statement followed a report
claiming Solvac had last month rejected a €7.2bn (€85 per
share) bid from French drug giant Sanofi-Aventis. Solvac
would be holding out for a €100 per share bid.
• The division pharma, valued at around €5bn, includes a
cardiometabolics and neuroscience franchise – the two
which are considered by the company to be core – along
with flu vaccines, pancreatic enzymes, gastroenterology
and hormone treatments. Solvay may however want
to hold on to its core franchises as they are the most
profitable, and sell off the non-core parts of the business.
Bayer Schering could be a potential contender for the
hormone treatments. Solvay is partnering with Russian
company Petrovax on flu vaccines, while other companies
in this niche space are Baxter, Novartis’ Chiron, GSK
Biologicals, Sanofi Pasteur and Intercell. However,
sources familiar with the sector said a full sale of the
division was the expected result of Solvay’s pharma
division review. They said a sale of Solvay’s pharma
division would continue the recent trend in the sector of
buyers looking for access to emerging markets. Sanofi is
looking for deals such as this in the Solvay price range, as
is GSK which was identified as another potential bidder.
• A more limited deal could be struck with a bidder
for access to Solvay’s generics portfolio in emerging
markets, following the recent GSK purchase of part of
UCB’s portfolio and Sanofi-Aventis’ acquisition of Zentiva,
as examples of deals with the same strategic rationale.
Benelux
Solvay is one of the last European businesses with a
combined chemical/pharma model and, as per a UK based
analyst familiar with the sector, may feel the current
round of pharma industry consolidation is its last chance
to offload the pharma division and pocket the cash or
reinvest in its remaining business, which are facing
tough times.
• The need to replenish the pipeline and grow the number
of patents could be the driver behind Sanofi’s reported
approach to Solvay Pharmaceuticals. Other interested
bidders for the division as a whole could be Takeda
and AstraZeneca. Players said not to be in the running
included Pfizer and Merck, which are both involved in
large-scale M&A and would have no reason to divert
resources to smaller-scale activity in Europe. Mid-market
sector players such as Abbott Laboratories - a partner to
Solvay – would be unlikely to bid for the pharma division
either. Mid-market players stand to gain little from
acquiring the division. Solvay Pharmaceuticals is too small
a player to convert an acquirer into a major company. At
the same time, the business, while offering an interesting
pipeline, is too generalist to offer the niche dominance
required by mid- or small-cap pharma company.
Dutch TMT sector on the look-out: Ortec
• Ortec, the privately owned Dutch time and resources
planning solutions provider, could be consider bolt-on
acquisitions this year. Opportunities among distressed
competitors may arise in the wake of the current
financial crisis and Ortec could seize the opportunities
to take over ailing competitors if they fit with its
organisation and if the price is reasonable. Potential
acquisitions would be aimed at getting new clients,
strengthening the company’s core business activities and
expanding in a new location. The company has grown
both internally and externally in the past. However, it will
focus on organic growth this year, following its clients’
expansion abroad, and opening new subsidiaries near its
plants. Ortec is expected to increase its turnover by 20%
through organic growth in 2009.
• Eventual buys would be financed internally through
existing cash flow as Ortec is currently “very profitable”
and “very well-financed” by its private shareholders.
Stakeholders include the three founders, some key
managers and a financial entity with no voting rights
encompassing other employees. No change would affect
Monthly M&A report – 145

Benelux
the shareholding structure, either in the short term or in
the long term. In the case of a bigger deal, the company
could rely on banking loans. Ortec reported turnover
exceeding €60m in 2008.
Dutch TMT sector on the look-out: GreenCat
• GreenCat, a privately-held Dutch logistics-focused IT
company, would consider acquisitions in Europe and
the US. GreenCat is part of Groeneveld, a privately-held
Netherlands-based logistics group. While bolt-on buys are
more likely than transformational ones, GreenCat would
be willing to examine attractive larger targets. GreenCat
seeks to grow its revenue to EUR 120m from EUR 25-
35m in the next 2-3 years. GreenCat is aware that “cash
is king” in the present market and has the capability to
realise M&A.
• GreenCat would only bid for targets that can be readily
integrated and does not seek turnarounds. Among the
segments in which GreenCat could pursue buys are
software as a service (SaaS), the on-demand software
deployment model the company expects to enter in the
coming months. GreenCat would consider acquiring
software companies offering complementary products
and expertise. GreenCat could also pursue M&A with
companies involved in the automation of intermodal
terminals for the container industry, especially river
container terminals in the Benelux, Germany and
France. GreenCat may also seek buys across its other
main product segments: onboard computers, transport
management systems (TMS) and intermodal solutions
in general.
• GreenCat aims to establish a presence in markets where
it is absent, but parent Groeneveld has local daughters,
providing the company advantages in terms of efficiency.
GreenCat could also consider its traditional home markets
of the Netherlands, Belgium, Germany and France. Buys
in Italy, where hardware production is concentrated
but the client base is small, would also be considered.
Poland, the Czech Republic and other Central European
states could also see inorganic growth. GreenCat could
also pursue M&A in the US due to the size of the market.
Benelux
Further developments of Fortis’ future
• The decision of the Brussels Appeals Court to dismiss
Modrikamen’s request that only shareholders holding
Fortis shares as of 14 October of last year would be able
to vote on the proposed acquisition of Fortis Banque
by France’s BNP Paribas will presumably increases
the chances of a “yes” vote at the upcoming Fortis
shareholders meeting on 28-29 April (after cancellation
of the 8-9 April shareholders meeting) since the vote will
not anymore be limited to shareholders that suffered
the collapse of Fortis shares after assets were sold to
the Netherlands government and the decision to sell
75% of Fortis Banque to BNP Paribas was announced
by the Belgian government. Shares of Fortis Holding
are currently trading around €1.53. The cabinet of
Modrikamen, which has been acting on behalf of small
shareholders, will continue to call for a “no vote,” so
that shareholders would keep their right to indemnities.
Modrikamen has undertaken legal action requesting such
indemnities against the Netherlands state, as well as the
Belgian state, Fortis and BNP Paribas. The position of
Ping An, the Chinese shareholders holding a 5% stake, on
the whole situation has not been announced.
• Modrikamen would simultaneously be studying a “stand
alone” counter-proposal for Fortis Banque. On the
feasibility of a “stand alone” alternative in such a short
time, Modrikamen is “very reactive.” It is in the opinion
that the shareholders should also receive the opportunity
to vote on a standalone scenario for Fortis where Fortis
Holding would stay independent and under the control
of the Belgian government rather than be sold to BNP
Paribas. Fortis reported a net loss of €20.6bn in 2008.
Monthly M&A report – 146

Deal of the month
Target: Vanderlande Industries Nederland BV Announced: 9 March 2009
Bidder: NMP Capital NV Deal value: -
Seller: ABN AMRO Participaties BV Deal nature: Acquisition, SBO
• NPM Capital NV, the Netherlands based private equity
firm, has acquired a 42% stake in Vanderlande Industries
Nederland B.V, the Netherlands based company providing
automated material handling systems, from ABN AMRO
Participaties B.V., the Netherlands based private equity
firm, for an undisclosed consideration.
Benelux
• Vanderlande reported annual revenues of €610m in
2008 and employs about 2000 people. Vanderlande
Industries has been part of NPM Capital’s portfolio since
1988. NPM Capital NV initially had a 43% stake in the
company and post acquisition it will hold about 85%. The
increased stake in Vanderlande is in line with the strategy
of NPM Capital. Further, the transaction is in line with
Vanderlande’s international growth strategy.
Sources of funding
Equity provider Amount (€m) Stake Debt provider Terms
NPM Capital n/a 42%
Exit multiples – Y/E [31/03/2008]
Multiples Value (€m)
Revenue n/a 610.57
EBITDA n/a 60.18
EBIT n/a 54.09
Earnings n/a 34.06
Advisers
Target/Seller Bidder
Financial Boer & Croon Financial
Legal Van Doorne Legal Allen & Overy
PR PR
Monthly M&A report – 147

Top deals
Top 15 Benelux announced deals for YTD 31 March 2009
Benelux
Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia
1-day before
Revenue EBITDA P/E
12-Jan-09 P Essent Holding (energy
generation operations)
Energy, Mining &
Utilities
23-Feb-09 P n.v. Nuon Energy, Mining &
Utilities
22-Jan-09 P KBC Group NV
(Undisclosed economic
interest)
23-Jan-09 C Cegedel SA (82.82%
stake)
23-Jan-09 P UCB S.A (product
portfolio)
2-Feb-09 P De Post - La Poste
(24.90% stake)
31-Mar-09 C Enexis (Regional
high-voltage grid
and corresponding
telecommunication
activities)
23-Jan-09 P Cegedel SA (17.18%
stake)
23-Jan-09 C Luxempart-Energie SA
(51% stake)
24-Feb-09 P Dera Holding NV; G
Adams Pastry; and
Prima SA
25-Mar-09 P Intouch Insurance
Group (50% stake)
Financial
Services
Energy, Mining &
Utilities
Pharma, Medical
& Biotech
Transport CVC Capital
Partners Limited
Energy, Mining &
Utilities
Energy, Mining &
Utilities
Energy, Mining &
Utilities
Industrials &
Chemicals
Financial
Services
Deal value
(€m)
RWE AG Essent
Holding
- 9,300
Vattenfall AB 1.8 14.4 20.7 - 8,500
Government
of the Flemish
Region
n/a n/a - 2,000
Soteg SA Luxempart-
Energie SA;
and State of
Luxembourg
12.2% 848
GlaxoSmithKline
Plc
UCB SA - 515
Post Danmark
A/S
- 373
TenneT B.V. Enexis - 356
Soteg SA 2.9% 189
RWE Energy AG Luxempart SA - 187
Kerry Group Plc - 76
RSA Insurance
Group Plc
Direct
Insurance-
Financial
Investments
n/a n/a - 70
30-Jan-09 C IJsselmeerziekenhuizen Pharma, Medical
& Biotech
MC Groep - 70
13-Jan-09 P M-LINK Sarl TMT TLC Servizi SpA Orascom
Telecom
Holding
S.A.E.
- 58
27-Mar-09 P Mitiska NV (48.98%
stake)
Financial
Services
Boston Holdings
NV
0.7 45.8 12.7% 57
24-Mar-09 C Immo Industry Group Real Estate Delin
Development
Group
- 55
C = Completed; P = Pending; L = Lapsed Source: mergermarket
Monthly M&A report – 148

Top deals
Top 5 Benelux announced deals of the month (March 2009)
Benelux
Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia Deal
Revenue EBITDA P/E
1-day before value
(€m)
31-Mar-09 C Enexis (Regional Energy, Mining TenneT B.V. Enexis - 356
high-voltage grid
and corresponding
telecommunication
activities)
& Utilities
25-Mar-09 P Intouch Insurance Group Financial RSA Insurance Direct
n/a n/a - 70
(50% stake)
Services Group Plc Insurance-
Financial
Investments
27-Mar-09 P Mitiska NV (48.98% Financial Boston
0.7 45.8 12.7% 57
stake)
Services Holdings NV
24-Mar-09 C Immo Industry Group Real Estate Delin
Development
Group
- 55
11-Mar-09 C Antalis Promotional Business Societe BIC Antalis
0.4 - 39
Products B.V
Services
International
SAS
C = Completed; P = Pending; L = Lapsed Source: mergermarket
Top 5 Belgium announced deals for YTD 31 March 2009
Announced Status Target company Sector Target/seller
Financial
advisor
22-Jan-09 P KBC Group NV
(Undisclosed
economic
interest)
23-Jan-09 P UCB S.A
(product
portfolio)
2-Feb-09 P De Post - La
Poste (24.90%
stake)
24-Feb-09 P Dera Holding
NV; G Adams
Pastry; and
Prima SA
27-Mar-09 P Mitiska NV
(48.98% stake)
Financial
Services
Pharma,
Medical &
Biotech
Transport Advising
seller:
Rothschild
Industrials
&
Chemicals
Financial
Services
ING;
Petercam
Target/seller legal
Adviser
Bidder company Bidder
financial
adviser
Linklaters Government
of the Flemish
Region
Advising seller:
Plesner
GlaxoSmithKline
Plc
CVC Capital
Partners Limited
Bidder legal
adviser
Petercam Herbert Smith/
Gleiss Lutz/
Stibbe
Goldman
Sachs
Allen & Gledhill;
Freshfields
Bruckhaus
Deringer; LCS
& Partners;
NautaDutilh;
Slaughter and
May
Gorrissen
Federspiel
Kierkegaard;
Linklaters
Kerry Group Plc Blake Lapthorn;
Loyens & Loeff
Boston Holdings
NV
Seller
company
Deal
value
(€m)
2,000
UCB SA 515
Post
Danmark
A/S
C = Completed; P = Pending; L = Lapsed Source: mergermarket
373
76
57
Monthly M&A report – 149

Top deals
Top 5 Netherlands announced deals for YTD 31 March 2009
Announced Status Target company Sector Target/seller
Financial
advisor
12-Jan-09 P Essent Holding (energy
generation operations)
Energy,
Mining &
Utilities
23-Feb-09 P n.v. Nuon Energy,
Mining &
Utilities
31-Mar-09 C Enexis (Regional
high-voltage grid
and corresponding
telecommunication
activities)
25-Mar-09 P Intouch Insurance Group
(50% stake)
Energy,
Mining &
Utilities
Financial
Services
30-Jan-09 C IJsselmeerziekenhuizen Pharma,
Medical
& Biotech
Advising
seller:
Citigroup;
Deutsche
Bank;
Lazard
Goldman
Sachs; ING;
KPMG;
Sequoia
BNP
Paribas
Target/seller
legal Adviser
Advising
seller:
Freshfields
Bruckhaus
Deringer;
Simmons &
Simmons
Allen &
Overy;
Covington
& Burling;
Herbert
Smith/
Gleiss Lutz/
Stibbe;
Sullivan &
Cromwell
(Advising
Goldman
Sachs)
Advising
seller:
Freshfields
Bruckhaus
Deringer
Bidder company Bidder financial
adviser
Bidder legal
adviser
RWE AG JPMorgan Cravath
Swaine
& Moore;
Hengeler
Mueller;
Linklaters;
Norton Rose
Vattenfall AB Bank of America
Merrill Lynch;
NIBC Bank;
Rothschild; Royal
Bank of Scotland
Group
Benelux
Seller
company
Essent
Holding
Deal
value
(€m)
9,300
Linklaters 8,500
TenneT B.V. JPMorgan Enexis 356
RSA Insurance
Group Plc
Allen & Overy Direct
Insurance-
Financial
Investments
MC Groep Sequoia 70
C = Completed; P = Pending; L = Lapsed Source: mergermarket
70
Monthly M&A report – 150

Expected deals
Pipeline of Benelux expected deals
Situation Target company Sector Potential bidder
company
Rumoured
Takeover
Target
Rumoured
Takeover
Target
Rumoured
Takeover
Target
Rumoured
Takeover
Target
Financial
advisor to
bidder (B);
target (T);
seller (S)
Seller company Market cap/
est. value (€m)
Comments
Benelux
Delhaize Group Consumer 4,215 Delhaize Group, the listed Belgian
international food retailer, is seen
as a possible acquisition target by
Goldman Sachs. Goldman Sachs
would have placed Delhaize on its
"conviction buy" list and raised its
target share price from €35 to €51.
Goldman Sachs considers Delhaize
a likely target of a consolidation
move in the market and estimates
the eventual takeover price of
Delhaize to be €62 per share.
Delhaize reported second quarter
revenues of €4.5bn. Previously,
Delhaize was reported as a target
for Dutch retailer Ahold.
Solvay SA Pharma,
Medical &
Biotech
Bayer AG; Merck
KGaA; AstraZeneca
Plc; Abbott
Laboratories; or
Sanofi-Aventis SA
4,468 Solvay, the Belgium-based listed
pharmaceutical and chemical
company, was rumoured to be eyed
by a European drugs manufacturer.
The market report noted
speculation that a bigger competitor
might attempt to acquire Solvay’s
drugs operation. Solvay has a
current market capitalisation of
€4.468bn.
Mobistar NV TMT France Telecom 3,210 Mobistar, the listed Belgian mobile
phone operator, is subject to
occasional speculation that 51.2%
shareholder France Telecom could
buy the minorities or sell its stake.
Crucell NV Pharma,
Medical &
Biotech
Sanofi–Aventis; Pfizer Lazard;
Morgan
Stanley
874 Following Wyeth's withdrawl of
interest, Crucell could now see bid
interest from a number of parties
including Sanofi–Aventis and Pfizer.
Source: mergermarket
Monthly M&A report – 151

League tables
Top 15 financial advisers – Benelux
value
YTD
31-Mar-2009
House Value
(€m)
Deal
count
1 Lazard 9,830 4
2 JPMorgan 9,656 3
3= Citigroup 9,300 1
3= Deutsche Bank 9,300 1
5 ING 9,269 6
6 Goldman Sachs 9,074 4
7 Rothschild 9,063 3
8 Sequoia 8,570 2
9 Royal Bank of Scotland Group 8,539 2
10= Bank of America Merrill Lynch 8,500 1
10= NIBC Bank 8,500 1
12 KPMG 3,889 4
13 Petercam 2,057 2
14 BNP Paribas 1,207 3
15= Credit Suisse 1,037 3
15= Morgan Stanley 1,037 3
Source: mergermarket
volume
YTD
31-Mar-2009
Benelux
House Value
(€m)
The financial adviser league tables by value and volume have been run from 01 January 2009 to 31 March 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 – Benelux
value
YTD
31-Mar-2009
House Value
(€m)
Deal
count
1 Linklaters 20,723 8
2 Freshfields Bruckhaus Deringer 10,686 5
3 Simmons & Simmons 9,300 5
4= Norton Rose 9,300 3
4= Hengeler Mueller 9,300 3
6 Cravath Swaine & Moore 9,300 1
7 Allen & Overy 8,631 8
8 Sullivan & Cromwell 8,500 2
9 Covington & Burling 8,500 1
10 Herbert Smith/Gleiss Lutz/Stibbe 5,825 2
11 Slaughter and May 553 2
12= ZhongZi Law office 515 1
12= NautaDutilh 515 1
12= Mori Hamada & Matsumoto 515 1
12= LCS & Partners 515 1
12= JSM 515 1
12= Allen & Gledhill 515 1
Source: mergermarket
Deal
count
1 ING 9,269 6
2 Deloitte 96 6
3 PricewaterhouseCoopers - 5
4 Lazard 9,830 4
5 Goldman Sachs 9,074 4
6 KPMG 3,889 4
7 JPMorgan 9,656 3
8 Rothschild 9,063 3
9 BNP Paribas 1,207 3
10= Credit Suisse 1,037 3
10= Morgan Stanley 1,037 3
volume
12 Bank Degroof 687 3
13 Ernst & Young 109 3
14 Sequoia 8,570 2
15 Royal Bank of Scotland Group 8,539 2
YTD
31-Mar-2009
House Value
(€m)
The legal adviser league tables by value and volume have been run from 01 January 2009 to 31 March 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.
Source: mergermarket
Deal
count
1 Linklaters 20,723 8
2 Allen & Overy 8,631 8
3 Freshfields Bruckhaus Deringer 10,686 5
4 Simmons & Simmons 9,300 5
5 Loyens & Loeff 130 4
6= Norton Rose 9,300 3
6= Hengeler Mueller 9,300 3
8 Eubelius 28 3
9 De Brauw Blackstone Westbroek 8 3
10 Sullivan & Cromwell 8,500 2
11 Herbert Smith/Gleiss Lutz/Stibbe 5,825 2
12 Slaughter and May 553 2
13 Clifford Chance 190 2
14 White & Case 20 2
15 DLA Piper 6 2
Source: mergermarket
Monthly M&A report – 152

League tables
Activity table of private equity firms on Benelux buyouts
value
YTD
31-Mar-2009
value
House Value
(€m)
Deal
count
1 CVC Capital Partners 373 1
2 Waterland Private Equity Investments 86 2
3 BS Private Equity 54 1
4= Aescap Venture 14 1
4= Fortis Private Equity 14 1
4= GIMV 14 1
4= Hunza Ventures 14 1
4= KBC Private Equity 14 1
4= Life Science Research Partners 14 1
4= LSP 14 1
4= Ventech 14 1
YTD
31-Mar-2009
House Value
(€m)
Source: mergermarket
Deal
count
1 Luxempart 187 1
2 ABN AMRO Participaties - 1
Source: mergermarket
volume
volume
Benelux
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 31 March 2009 and exclude lapsed and withdrawn deals.
Activity table of private equity firms on Benelux exits
YTD
31-Mar-2009
House Value
(€m)
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 31 March 2009 and exclude lapsed and withdrawn deals.
Deal
count
1 Waterland Private Equity Investments 86 2
2 CVC Capital Partners 373 1
3 BS Private Equity 54 1
4= Aescap Venture 14 1
4= Fortis Private Equity 14 1
4= GIMV 14 1
4= Hunza Ventures 14 1
4= KBC Private Equity 14 1
4= Life Science Research Partners 14 1
4= LSP 14 1
4= Ventech 14 1
YTD
31-Mar-2009
House Value
(€m)
Source: mergermarket
Deal
count
1 Luxempart 187 1
2 ABN AMRO Participaties - 1
Source: mergermarket
Monthly M&A report – 153

Trend graphs
Benelux M&A quarterly trend
value volume
value €m
110,000
100,000
90,000
80,000
70,000
60,000
50,000
40,000
30,000
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 Q4 Q1
03 03 03 03 04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09
Benelux M&A quarterly private equity trend
value volume
value €m
18,000
16,000
14,000
12,000
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 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
03 03 03 03 04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09
Benelux buyouts
Benelux exits
number of deals
number of deals
200
150
100
40
35
30
25
20
15
10
5
0
50
0
Benelux
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
03 03 03 03 04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09
Moving
average
trend line
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
03 03 03 03 04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09
Benelux buyouts
Benelux exits
Monthly M&A report – 154

Trend graphs
Benelux M&A Annual Trends
value volume
value €m
180
160
140
120
100
80
60
40
20
0
2003
2004
2005
2006
2007
2008
YTD 2009
All Benelux M&A
Benelux buyouts
Benelux exits
Benelux M&A sector breakdown annual trend YTD 2009
value volume
0.2%
0.5%
1.6% 9.2%
0.5%
2.7%
0.2%
85.0%
Energy, Mining & Utilities
Pharma, Medical & Biotech
TMT
Transportation
Real Estate
Industrials & Chemicals
Financial Services
Business Services
number of deals
6.6%
9.8%
6.6%
600
500
400
300
200
100
0
11.5%
4.9%
2003
3.3%
1.6%
2004
11.5%
2005
21.3%
11.5%
2006
11.5%
2007
Benelux
2008
Industrials & Chemicals
Financial Services
Business Services
Consumer
Energy, Mining & Utilities
Pharma, Medical & Biotech
TMT
Construction
Transportation
Leisure
Real Estate
2009
All Benelux M&A
Benelux buyouts
Benelux exits
Monthly M&A report – 155

Mid-market deals
Top 10 Benelux announced mid market deals for YTD 31 March 2009
(€10m to €250m)
Benelux M&A quarterly mid-market trend
value volume
value €m
Announced Status Target company Sector Target/
seller
financial
adviser
23-Jan-09 P Cegedel SA (17.18%
stake)
23-Jan-09 C Luxempart-Energie SA
(51% stake)
24-Feb-09 P Dera Holding NV; G
Adams Pastry; and
Prima SA
25-Mar-09 P Intouch Insurance
Group (50% stake)
4,000
3,500
3,000
2,500
2,000
1,500
1,000
500
0
Energy,
Mining &
Chemicals
Energy,
Mining &
Chemicals
Industrials
&
Chemicals
Financial
Services
Banque
Degroof;
Credit
Suisse
Advising
seller:
Bank
Degroof
30-Jan-09 C IJsselmeerziekenhuizen Pharma,
Medical &
Biotech
13-Jan-09 P M-LINK Sarl TMT Advising
seller:
Deloitte
27-Mar-09 P Mitiska NV (48.98%
stake)
Financial
Services
24-Mar-09 C Immo Industry Group Real
Estate
3-Feb-09 P Tiscali International
Network BV
24-Feb-09 C Enfinity Management
(50% stake)
ING;
Petercam
Target/seller
legal adviser
TMT Advising
seller: Baker
& McKenzie;
Chiomenti
Studio Legale
Energy,
Mining &
Chemicals
ING Allen &
Overy
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
03 03 03 03 04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09
number of deals
Bidder
company
50
40
30
20
10
0
Bidder finanical
adviser
Linklaters Soteg SA
RWE Energy
AG
Morgan
Stanley; Sal.
Oppenheim jr
& Cie
Kerry Group
Plc
RSA
Insurance
Group Plc
Benelux
Bidder legal adviser Seller company Deal
value
(€m)
Blake Lapthorn;
Loyens & Loeff
189
Luxempart SA 187
Allen & Overy Direct
Insurance-
Financial
Investments
MC Groep Sequoia 70
TLC Servizi
SpA
Boston
Holdings NV
Delin
Development
Group
BS Private
Equity SpA
Waterland
Private Equity
Investments
BV
KPMG Orascom
Telecom
Holding SAE
Loyens & Loeff;
Russo De
Rosa Bolletta e
Associati
Ernst & Young Kinstellar;
Linklaters
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
03 03 03 03 04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09
76
70
58
57
55
Tiscali spa 54
50
Source: mergermarket
Moving
average
trend line
Monthly M&A report – 156

Mid-market league tables
Top Mid-market financial advisers – Benelux
€10m to €250m)
YTD
31-Mar-2009
Value:
Volume:
House value
(€m)
Deal
count
1 Bank Degroof 376 2
2 ING 254 3
3= EFG Eurobank Ergasias 190 1
3= Rothschild 190 1
5= Credit Suisse 189 1
5= Morgan Stanley 189 1
5= Sal. Oppenheim jr. & Cie 189 1
8 Ernst & Young 109 2
9 Deloitte 96 2
10 Sequoia 70 1
1 ING 254 3
2 Bank Degroof 376 2
3 Ernst & Young 109 2
4 Deloitte 96 2
5= EFG Eurobank Ergasias 190 1
5= Rothschild 190 1
7= Credit Suisse 189 1
7= Morgan Stanley 189 1
7= Sal. Oppenheim jr. & Cie 189 1
10 Sequoia 70 1
Source: mergermarket
The financial adviser league tables by value and volume have been run from 01 January
2009 to 31 March 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.
Benelux
Top mid-market legal advisers – Benelux
(€10m to €250m)
YTD
31-Mar-2009
Value:
Volume:
House value
(€m)
Deal
count
1 Linklaters 239 2
2= Clifford Chance 190 1
2= Dewey & LeBoeuf 190 1
4 Allen & Overy 131 3
5 Loyens & Loeff 130 2
6 Khaitan & Co 96 1
7 Blake Lapthorn 76 1
8= Baker & McKenzie 54 1
8= Chiomenti Studio Legale 54 1
8= Russo De Rosa Bolletta e Associati 54 1
1 Allen & Overy 131 3
2 Linklaters 239 2
3 Loyens & Loeff 130 2
4 Eubelius 28 2
5= Clifford Chance 190 1
5= Dewey & LeBoeuf 190 1
7 Khaitan & Co 96 1
8 Blake Lapthorn 76 1
9= Baker & McKenzie 54 1
9= Chiomenti Studio Legale 54 1
9= Russo De Rosa Bolletta e Associati 54 1
Source: mergermarket
The legal adviser league tables by value and volume have been run from 01 January
2009 to 31 March 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.
Monthly M&A report – 157

Iberia
Scrambling for a piece of Repsol
• Repsol YPF SA, the Spanish-Argentine oil and gas group,
has proved its significance to the political landscape across
the Atlantic. The sale process of a 20% stake in Repsol YPF
by its shareholder, the debt-laden Spanish builder Sacyr
Vallehermoso SA, has invited stringent scrutiny from Madrid
as well as Buenos Aires.
• Put up on sale in September last year as part of Sacyr’s
debt restructuring programme, there have been consistent
rumours that the likes of Lukoil, ConocoPhillips, and Total
are interested in the company.
• Sinopec, China’s largest refiner, was also cited in the
rumours, however, lawmakers in Madrid would probably
be wary of such a significant Chinese entry to the Spanish
petrol market. In February, Sinopec was reported as being
ready to acquire the stake at €26.7 per share or €6.5bn
in total, which provides roughly an 80% premium over
Repsol’s average daily share price throughout January,
which indicates the seriousness of intent from the Chinese
giant. However, there is no indication that the deal might go
through as reports on its progress have been minimal.
• Talks involving Lukoil, the Russian oil and gas group, have
been put on hold over failing to strike agreement with
Sacyr’s lenders. They are not convinced with Lukoil’s
guarantee over Sacyr’s debt to acquire the stake back in
2006, which totalled €10.3bn.
• Sonatrach, the Algerian state-owned oil and gas group,
also showed interest. However, it has allegedly pulled out
of negotiations due to political pressure from Madrid,
who seems not ready to let Sonatrach penetrating the
Spanish market.
• The attention to this potential deal suggests that Repsol is
one of the crème de la crème of the oil and gas world, as
well as being a valuable political commodity. However, it
remains to be seen whether Sacyr can restructure its huge
debts, and if it does, the outlook for potential bidders could
be vastly different.
The Martinez Sampedro and Franco families
continue negotiations over Codere missing
payment
• The Martinez Sampedro family, the majority shareholder of
the listed Spanish gaming company Codere, is in ongoing
negotiations with the company’s former owners, the Franco
family, to find a solution after missing the deadline for a
repayment of debt.
• In 2006, the Martinez Sampedro family increased its stake
by 41%, acquiring it from the Franco family for €660m.
The Martinez Sampedro family, who currently holds a 71%
stake in Codere via the holding company Masampe (roughly
51%) and a private shareholding (roughly 20%), was to pay
the debt in three instalments. However, the last payment,
of €187m, which was to be paid by October 31st 2008,
was not met.
• According to the terms of the loan, both the Franco and
the Martinez Sampedro families could initiate the sale of
the stake if a payment is missed, although so far no forced
sale process has been started. There are several reasons
for this.
• First of all, under the terms of the deal, a change of
shareholding in Masampe will trigger a full repayment of
the outstanding €340m payment-in-kind (PIK) notes issued
by Masampe.
• And secondly, some €660m 8.25% 2015 bonds issued by
Codere also include a change of control clause (CoC). This
CoC of Codere’s bonds will be triggered if the Martinez
Sampedro family’s stake falls below 35% or if any other
party not related to Jose Martinez Sampedro, Luis Martinez
Sampedro, Jesus Franco or Joachim Franco takes a stake
larger than 35%.
• It is said that Credit Suisse is advising the Martinez
Sampedro family, while Lazard advises the Franco family.
Moreover, JPMorgan has been retained to initiate the
forced sale and monitor the whole process.
Monthly M&A report – 158

Deal of the month
Target: Compania Espanola de Petroleos
SA (32.5% stake)
Announced: 31 March 2009
Bidder: International Petroleum Investment Company Deal value: €2,870m
Iberia
Seller: Santander Central Hispano Deal nature: Recommended, Cross border, Private
DESCRIPTION
• International Petroleum Investment Company (IPIC),
the United Arab Emirates based state owned company
responsible for all foreign investments in the oil and
chemicals sectors, has agreed to acquire a 32.5% stake
in Compania Espanola de Petroleos SA (CEPSA) the listed
Spain based company engaged in the exploration and
extraction of crude oil, from Santander Central Hispano SA
(SCH), the listed Spain based bank, for a total consideration
of €2.87bn.
TERMS
• IPIC will acquire 86,961,855 CEPSA shares at an offer price
of €33 per share
• The implied equity value of the transaction is €8,829.98m
• The offer price represents a premium of 4.76% over
CEPSA’s closing share price of €31.5 per share as of 30
March 2009, the last trading day prior to the announcement,
and represents a discount of 11.52% on CEPSA’s closing
price of €37.3 per share as of 27 February 2009, one month
prior to announcement.
FINANCING
• The acquisition will be financed through an €8bn syndicated
loan provided by Banco Santander, Banco Bilbao Vizcaya
Argentaria, Intesa San Paolo, Royal Bank of Scotland, La
Caixa, Calyon, BNP Paribas, Natixis, Caja Madrid, Bank of
Tokyo-Mitsubishi, Mediobanca, and Unicredit.
• Approximately €5.5bn of the total loan amount has a
maturity of five years due in 2014, and the remaining
€2.5bn has a maturity of seven years due in 2016.
RATIONALE
• The sale of the stake will help Santander Central to raise
cash to carry on its normal operations and IPIC will help
CEPSA in its business development.
POST DEAL DETAILS
• The parties expect that Union Fenosa SA, another CEPSA
shareholder, will also sell its 5% stake to IPIC on the same
terms.
• Provided both these acquisitions are completed, IPIC will
hold a 47% stake in CEPSA, becoming the second largest
shareholder of the company.
CONDITIONS
• The transaction is subject to regulatory approvals
• Approval from Commission Nacional del Mercado de
Valores regarding an exemption to launch a mandatory
offer for the remaining shares
• Financing arrangements
Monthly M&A report – 159

Deal of the month
Exit multiples – Y/E 31/12/2008 Premium Analysis
Multiples Value (€m) Offer price per share (€) 33
Revenue - - 1 day before 4.76%
EBITDA - - 1 day before -11.53%
EBIT 16.6x 531 1 day after 5.77%
Earnings 32.1x 275 Pre-rumor -
Advisers
Target/Seller Bidder
Financial Rothschild
Santander Global Banking & Markets
Financial -
Legal Uria Menendez Legal Shearman & Sterling
Gomez-Acebo & Pombo Abogados
-
Mergermarket/dealReporter Intelligence
16/01/2009 Cepsa: If stake sale goes through, IPIC full offer could clear future mandatory bid risk – analysis
Iberia
Monthly M&A report – 160

Top deals
Top 15 Iberian announced deals for YTD March 2009
Iberia
Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia
Revenue EBITDA P/E
1-day
before
21-Feb-09 P Endesa SA (25.01%
stake)
20-Feb-09 P Endesa SA (renewable
energy generation
assets)
31-Mar-09 P Compania Espanola de
Petroleos SA (32.5%
stake)
30-Jan-09 C Metrovacesa S.A.
(65.4% stake)
31-Mar-09 P Compania Espanola de
Petroleos SA (5% stake)
14-Jan-09 C Fomento de
Construcciones y
Contratas SA (3.4%
stake)
5-Jan-09 C Fomento de
Construcciones y
Contratas SA (3.4%
stake)
27-Feb-09 P Bami SA Inmobiliaria
de Construcciones y
Terrenos (49% stake)
12-Jan-09 C Cuarzo Producciones
SLC (51% stake)
Energy,
Mining &
Utilities
Energy,
Mining &
Utilities
Energy,
Mining &
Utilities
Deal
value
(€m)
Enel S.p.A. Acciona SA 2.6 8.2 5.9 68.5% 11,107
Acciona SA Endesa SA - 2,890
International
Petroleum 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
Energy,
Mining &
Utilities
Industrials &
Chemicals
Industrials &
Chemicals
21-Jan-09 C Alhama Solar, S.L Energy,
Mining &
Utilities
14-Mar-09 C Costa Salinas Apartment;
and Taburiente Playa
Hotel
11-Feb-09 C Self Bank SA Financial
Services
5-Feb-09 C Aseguramiento Tecnico
de Calidad SA
16-Jan-09 C Hospimar 2000 SL (31%
stake)
27-Feb-09 P Lisboa TV - Informacao
e Multimedia SA (40%
stake)
International
Petroleum Investment
Company
Royal Bank of
Scotland Group Plc
Santander Central
Hispano SA
32.1 4.8% 2,870
7.1 0.5 2,601
Union Fenosa SA 32.1 - 442
Inmobiliaria
Colonial SA
CALYON Inmobiliaria
Colonial SA
Real Estate SIF Espagne Joaquin Rivero;
and Juan Bautista
Soler (private
investors)
TMT Banijay Entertainment Ana Rosa
Quintana (private
investor)
Fotowatio S.L Solaria energia y
medio ambiente
s.l.
Leisure Nuevos Hoteles
Agrupados SL
Industrials &
Chemicals
Boursorama SA; and
La Caixa
Ahorro Corporacion
Desarrollo SGECR SA
Pharma,
Medical &
Biotech
TMT Sociedade
Independente de
Comunicacao SA
Corporacion H10
Hotels SL
Dinamia Capital
Privado SCR SA;
and N+1
0.4 130
0.3 130
- 108
- 50
- 43
- 41
n/a n/a - 39
- 28
Bancaja - 23
ZON Conteudos
- Actividades
de Televisao e
de Producao de
Conteudos S.A
- 20
C = Completed; P = Pending; L = Lapsed Source: mergermarket
Monthly M&A report – 161

Top deals
Top 5 Iberian announced deals of the month (March 2009)
Iberia
Announced Status Target company Sector Bidder company Seller company Exit Multiples (x) Bid Premia Deal ealue
Revenue EBITDA P/E
1-day before (€m)
31-Mar-09 P Compania Energy, International Petroleum Santander
32.1 4.8% 2,870
Espanola de Mining & Investment Company Central
Petroleos SA
(32.5% stake)
Utilities
Hispano SA
31-Mar-09 P Compania Energy, International Petroleum Union Fenosa
32.1 4.8% 442
Espanola de Mining & Investment Company SA
Petroleos SA (5%
stake)
Utilities
14-Mar-09 C Costa Salinas Leisure Nuevos Hoteles Corporacion
- 41
Apartment; and
Taburiente Playa
Hotel
Agrupados SL
H10 Hotels SL
9-Mar-09 C Marcos
Consumer Caja de Ahorros de Nozar SA - 10
Sotoserrano SL
(50% stake)
Salamanca y Soria
6-Mar-09 C Factorias Vulcano, Industrials & Gonsusa Jose Alberto
- 6
SA (41% stake) Chemicals
Barreras
(private
investor)
C = Completed; P = Pending; L = Lapsed Source: mergermarket
Monthly M&A report – 162

Expected deals
Pipeline of Iberian expected deals
Situation Target company Sector Potential bidder
company
Rumoured
takeover
target
Rumoured
takeover
target
Rumoured
takeover
target
Rumoured
takeover
target
Rumoured
takeover
target
Rumoured
takeover
target
Repsol YPF SA Energy, Mining
& Utilities
Aeroportos de
Portugal, SA
Sonatrach;
Total SA; China
Petroleum
& Chemical
Corporation; and
ConocoPhillips
Company
Financial adviser to
bidder (B);
target (T); seller (S)
Seller company Market
Ceap/
est. value
(€m)
Sacyr
Vallehermoso
SA
Transportation SG (S) Government of
Portugal
Codere SA Leisure JPMorgan (T);
Credit Suisse (S);
Lazard (S)
La Seda de
Barcelona SA
Industrials &
Chemicals
Indorama
Polymers PCL
Martinez
Sampedro
family; Jesus
Franco; and
Joaquin
Franco (private
investors)
Comments
Iberia
14,010 Sonatrach, the Algerian state-owned oil and
gas group, had been interested in acquiring
a stake in listed Spanish oil and gas group,
Repsol, but had been rebuffed by the
Spanish government, a Sonatrach board
member said.
1,300 The Portuguese government has mandated
Societe Generale for a second independent
evaluation of airport operator ANA, which it
plans to privatise.
330 Martinez Sampedro family holds a 71%
stake in Codere. They increased their stake
by 45% in 2006, acquiring from the Franco
family for €660m. The final tranche of
payment of €187m, due 30 April 2008, was
not paid. The Francos are able to force the
sale if a payment is missed.
194 La Seda de Barcelona and Indorama's
merger talks are proceeding very slowly
because of the global economic crisis, it is
understood.
Vertice 360 TMT Mediapro 80 "Mediapro, the privately owned, Spanish
media group, and Vertice 360, the listed,
Spanish audiovisual services and content
company, have denied they are in talks or
have any intention of merging with each
other.
Hispasat S.A.;
and Brisa-Auto
Estradas de
Portugal SA
TMT;
Transportation
Abertis
Infraestructuras
SA
Telefonica SA - "Abertis, the Spanish concessions company,
could be interested in consolidating some
of its minority stakes, said CEO Salvador
Alemany.
"
Monthly M&A report – 163

League tables
Top 15 financial advisers – Iberia
value
YTD
31-Mar-2009
House Value
(€m)
Deal
count
1 Santander Global Banking and Markets 17,389 6
2 Lazard 17,237 8
3 Goldman Sachs 14,146 5
4 Citigroup 14,105 3
5= Deutsche Bank 13,997 2
5= JPMorgan 13,997 2
5= Mediobanca 13,997 2
8 Credit Suisse 13,768 3
9 Commerzbank 2,890 1
10 Rothschild 2,870 1
11 CALYON 273 2
12= Arcano Corporate 108 1
12= Nomura Holdings 108 1
14 Banco Espirito Santo de Investimento 43 5
15 KPMG 28 2
Source: mergermarket
volume
YTD
31-Mar-2009
Iberia
House Value
(€m)
Deal
count
1 Lazard 17,237 8
2 Santander Global Banking and Markets 17,389 6
3 Goldman Sachs 14,146 5
4 Banco Espirito Santo de Investimento 43 5
5 Citigroup 14,105 3
6 Credit Suisse 13,768 3
7= Deutsche Bank 13,997 2
7= JPMorgan 13,997 2
7= Mediobanca 13,997 2
10 CALYON 273 2
11 KPMG 28 2
12 Commerzbank 2,890 1
13 Rothschild 2,870 1
14= Arcano Corporate 108 1
14= Nomura Holdings 108 1
Source: mergermarket
The financial adviser league tables by value and volume have been run from 01 January 2009 to 31 March 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 – Iberia
value
YTD
31-Mar-2009
House Value
(€m)
Deal
count
1 Uria Menendez 19,062 7
2 Cuatrecasas, Goncalves Pereira 13,834 5
3 Latham & Watkins 13,773 3
4 Bonelli Erede Pappalardo 13,768 2
5 Chiomenti Studio Legale 11,107 1
6 Gomez-Acebo & Pombo Abogados 3,312 2
7 Shearman & Sterling 3,312 2
8 Freshfields Bruckhaus Deringer 3,240 6
9 CMS 2,890 2
10 Vialegis 2,601 1
11 Linklaters 639 5
12=
Mattos Filho, Veiga Filho, Marrey Jr. e
Quiroga Advogados
224 1
12= Tozzini Freire Teixeira E Silva Advogados 224 1
14 Clifford Chance 113 1
15 Bredin Prat 108 1
Source: mergermarket
volume
YTD
31-Mar-2009
House Value
(€m)
The legal adviser league tables by value and volume have been run from 01 January 2009 to 31 March 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
Deal
count
1 Uria Menendez 19,062 7
2 Freshfields Bruckhaus Deringer 3,240 6
3 Cuatrecasas, Goncalves Pereira 13,834 5
4 Linklaters 639 5
5 Garrigues 49 4
6 Latham & Watkins 13,773 3
7 Allen & Overy 20 3
8 Bonelli Erede Pappalardo 13,768 2
9= Gomez-Acebo & Pombo Abogados 3,312 2
9= Shearman & Sterling 3,312 2
11 CMS 2,890 2
12 Jones Day 49 2
13 Chiomenti Studio Legale 11,107 1
14 Vialegis 2,601 1
15=
Mattos Filho, Veiga Filho, Marrey Jr. e
Quiroga Advogados
224 1
15= Tozzini Freire Teixeira E Silva Advogados 224 1
Source: mergermarket
Monthly M&A report – 164

League tables
Activity table of private equity firms on Iberian buyouts
value
YTD
31-Mar-2009
value
House Value
(€m)
Deal
count
1 Ahorro Corporacion Desarrollo 28 1
2= Elaia Partners 6 1
2= Nauta Capital 6 1
4 Catalana d'Iniciatives - 1
5 Doughty Hanson & Co - 1
YTD
31-Mar-2009
House Value
(€m)
Source: mergermarket
Deal
count
1= Dinamia Capital Privado 28 1
1= N+1 28 1
3 Nagas Partners - 1
Source: mergermarket
volume
volume
Iberia
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 01 January 2009 to 31 March 2009 and exclude lapsed and withdrawn deals
Activity table of private equity firms on Iberian exists
YTD
31-Mar-2009
House Value
(€m)
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 01 January 2009 to 31 March 2009 and exclude lapsed and withdrawn deals
Deal
count
1 Ahorro Corporacion Desarrollo 28 1
2= Elaia Partners 6 1
2= Nauta Capital 6 1
4 Catalana d'Iniciatives - 1
5 Doughty Hanson & Co - 1
YTD
31-Mar-2009
House Value
(€m)
Source: mergermarket
Deal
count
1= Dinamia Capital Privado 28 1
1= N+1 28 1
3 Nagas Partners - 1
Source: mergermarket
Monthly M&A report – 165

Trend graphs
Iberian M&A quarterly trend
value volume
value (€m)
70,000
60,000
50,000
40,000
30,000
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 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
Iberian M&A quarterly private equity trend
value volume
value (€m)
6,000
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 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
Iberian buyouts
Iberian exits
number of deals
number of deals
150
120
25
20
15
10
5
0
90
60
30
0
Iberia
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
Moving
average
trend line
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
Iberia buyouts
Iberia exits
Monthly M&A report – 166

Trend graphs
Iberian M&A Annual Trends
value volume
value (€bn)
140
120
100
80
60
40
20
0
2003
2004
2005
Iberian M&A sector breakdown YTD 2009
2006
2007
2008
YTD 2009
All Iberian M&A
Iberian buyouts
Iberian exits
value volume
84.3%
0.1%
0.4%
0.3%
0.2%
1.4%
0.1%
0.1%
13.2%
TMT
Business services
Leisure
Real estate
Pharma, Medical & Biotech
Financial services
Industrial & Chemicals
Consumer
Energy, Mining & Utilities
number of deals
5.3%
7.0%
5.3%
7.0%
500
400
300
200
100
0
3.8%
8.8%
2003
1.8%
3.5%
1.8%
2004
15.4%
2005
21.1%
2006
17.5%
2007
Iberia
2008
Industrial & Chemicals
Consumer
Energy, Mining & Utilities
TMT
Business services
Real estate
Leisure
Transportation
Construction
Financial services
Pharma, Medical & Biotech
Agriculture
YTD 2009
All Iberian M&A
Iberian buyouts
Iberian exits
Monthly M&A report – 167

Mid-market deals
Iberian M&A quarterly mid-market trend
value volume
value (€m)
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 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
number of deals
60
50
40
30
20
10
0
Iberia
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
Moving
average
trend line
Monthly M&A report – 168

Mid-market league tables
Top 5 mid-market financial
advisers – Iberia
(€10m to €250m)
YTD
31-Mar-2009
Value:
Volume:
House Value
(€m)
Deal
count
1 Lazard 639 5
2 Goldman Sachs 378 3
3 CALYON 273 2
4= Arcano Corporate 108 1
4= Citigroup 108 1
4= Nomura Holdings 108 1
7 Santander Global Banking and Markets 80 1
8 Banco Espirito Santo de Investimento 33 2
9 KPMG 28 1
10 WindCorp 15 1
1 Lazard 639 5
2 Goldman Sachs 378 3
3 CALYON 273 2
4 Banco Espirito Santo de Investimento 33 2
5= Arcano Corporate 108 1
5= Citigroup 108 1
5= Nomura Holdings 108 1
8 Santander Global Banking and Markets 80 1
9 KPMG 28 1
10 WindCorp 15 1
Source: mergermarket
The financial adviser league tables by value and volume have been run from 01 January 2009
to 31 March 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 5 mid-market legal
advisers – Iberia
(€10m to €250m)
YTD
31-Mar-2009
Value:
Volume:
Iberia
House Value
(€m)
Deal
count
1= Freshfields Bruckhaus Deringer 639 5
1= Linklaters 639 5
3= Mattos Filho, Veiga Filho, Marrey Jr. e
Quiroga Advogados
224 1
3= Tozzini Freire Teixeira e Silva Advogados 224 1
5 Clifford Chance 113 1
6 Bredin Prat 108 1
7 Cuatrecasas, Goncalves Pereira 66 2
8 Garrigues 43 2
9 Jones Day 43 1
10 Uria Menendez 28 1
1= Freshfields Bruckhaus Deringer 639 5
1= Linklaters 639 5
3 Cuatrecasas, Goncalves Pereira 66 2
4 Garrigues 43 2
5= Mattos Filho, Veiga Filho, Marrey Jr. e
Quiroga Advogados
224 1
5= Tozzini Freire Teixeira e Silva Advogados 224 1
7 Clifford Chance 113 1
8 Bredin Prat 108 1
9 Jones Day 43 1
10 Uria Menendez 28 1
Source: mergermarket
The legal adviser league tables by value and volume have been run from 01 January 2009
to 31 March 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 – 169

Nordic
Post Danmark/Posten merger could see
EC competition issues
• The merger between Post Danmark and Posten, the
Danish and Swedish mail services companies, is being
investigated by the European Commission (EC) in a Phase
I investigation, which has been extended to 21 April after
the companies offered remedies to address EC concerns
about anti-competitive effects.
• Three areas of major concern were identified by the
experts and the competitor. They are parcel delivery, mail
preparation, and mail delivery. Posten is active in the
Danish parcel delivery market through its DPD franchise.
A merger between the two can consequently result in a
higher market share for the merged entity in Denmark,
resulting in speculation the business may have to be
divested to solve the regulatory concerns. The EC could
be concerned that the combined group would have
an incentive to restrict access to their parcel delivery
infrastructure, so that competitors cannot offer the
service effectively.
• In 2010 Post Danmark’s monopoly for mail weighing
more than 50g runs out, in theory opening the market
for competition. However, this market segment is
reported to have extremely high barriers to entry for
new competitors. Both companies still enjoy strong
near-monopoly positions in their respective mail delivery
home markets. Posten has no competition in individual
mail delivery, and in industrial mail it has dominated the
Swedish market with around an 80% market share,
although the market was been liberalised in 1993. Posten
owns the Stralfors business which is engaged in the
printing and enveloping of primarily administrative mail
in Sweden and Denmark. Bundling these preparation
services with delivery services, or excluding competitors
in delivery services from using the preparation facilities
of Post Danmark/Posten could therefore potentially
threaten competition. If this occurs other mail preparation
companies could be forced out of the market. Posten and
Post Danmark could offer behavioral commitments, like
granting access to Stralfors for competitors. However,
the EC is likely to prefer structural remedies, such as
divestments, over behavioral.
• The competitor source suggested that implementing a
custody would guarantee that no bundling would occur.
Overall, one cannot rule out a Phase I clearance as
the companies appeared to have had extensive prenotification
talks with the EC. However, there is still
widespread expectation that the deal will go to an indepth
Phase II investigation, giving Brussels an additional
90 working days to look at the case.
Rieber & Son would consider approaches for
King Oscar on the back of demerger; Graal
would take a look if on the market
• Rieber & Son, the listed Norwegian food group, would
consider approaches to its King Oscar subsidiary. The
company has flagged up a demerger of the canned
seafood subsidiary.
• A company statement said the Rieber & Son board
believes there is an “ongoing process of reorganisation
and restructuring at production level within the canned
seafood industry”. It went on to state that “separation
would allow King Oscar to take part in a possible
restructuring process”. King Oscar could be sold as a
result of the demerger; however the company is not
in discussions with any potential bidder to this end.
King Oscar is likely earmarked for the demerger due to
its small size, an industry, and is a likely a divestment
candidate in the group’s attempt to streamline the
business. Polish Graal, which bought Orkla’s Superfish
in 2007, could be a potential buyer. Its main markets are
the USA, Norway, Australia and Poland. Rieber & Son will
continue to focus on its core activities to achieve top-line
growth, but is not planning non-core disposals.
Monthly M&A Report – 170

Deal of the month
Target: Roxar ASA Announced: 2 March 2009
Bidder: Emerson Electric Company Deal value: €192m
Seller: Deal nature: Public, Transatlantic
Description
• Emerson Electric Company has made a tender offer
to acquire Roxar ASA. Roxar ASA, the listed Norway
based company headquartered in Stavanger, is an
optimisation software developer and solutions provider
for oil and gas reservoir management. Emerson Electric
Company, the listed US based company headquartered
in St Louis, Missouri, is a manufacturing and technology
conglomerate.
Terms
• The offer is made through Emerson’s wholly owned and
newly created subsidiary, Aegir Norge Holding AS.
• Offer price of NOK 5.2 (€0.58) per Roxar share in cash.
• The implied equity value of the transaction is NOK
1,266.2m (€141.78m) based on 243.5m shares
outstanding.
• The offer represents a 45.93% premium over Roxar’s
closing share price of NOK 3.5 (€0.4) as on 27
February 2009, the last trading day prior to the offer
announcement.
• The offer represents a premium of 44%, 54%, and 34%
respectively over Roxar’s volume-weighted average
daily closing share prices for the 3-month, 6-month, and
12-month periods ending 27 February 2009.
Financing
• The transaction is financed through internal cash
resources, and is not subject to any financing conditions.
Irrevocable Undertakings
• Shareholders owning 41% of Roxar’s outstanding
shares, including the members of the board and the
management who hold shares in the company, have
agreed to tender their shares.
Termination Fee
• A break-up fee of $2m is payable by Roxar to Emerson in
the event of Roxar board’s recommendation of the offer
being amended or withdrawn.
Rationale
• The acquisition is in line with Emerson’s strategic plan
to enhance its Process Management business unit, and
offer a more integrated service especially to its oil and
gas customers.
Post Deal Details
• Upon acquiring one-third of Roxar’s outstanding shares,
Emerson intends to make a mandatory offer for the
remaining shares, pursuant to the provisions in the
Norwegian Securities Trading Act.
• Upon acquiring more than 90% of Roxar’s outstanding
shares and voting rights, Emerson will propose in the
Roxar EGM to delist the company from the Oslo Stock
Exchange.
• Roxar will be integrated into Emerson Process
Management.
• Emerson expects to pay off approximately NOK
1.5bn (€167.96m) of Roxar debt upon the successful
completion of the transaction.
Expected Completion
Nordic
• The offer period runs from 4 March 2009 to 1 April 2009.
• The transaction is expected to close by 30 June 2009.
Monthly M&A Report – 171

Deal of the month
Conditions
• Minimum acceptance of more than 90% of Roxar’s
outstanding shares and voting rights on a fully diluted
basis.
• Roxar board’s recommendation of the offer not being
amended or withdrawn.
• Receipt of all necessary regulatory and governmental
approvals.
• No court of law or authority having taken any legal action
that prohibits the completion of the transaction.
• No changes to Roxar’s share capital, except in regards to
convertible bonds.
• Roxar’s business conducts being in an ordinary course
and in compliance to applicable laws and regulation.
• No material adverse change occurs to Roxar’s financial
and business performances, as well as its assets.
Background
Exit multiples – Y/E 31/12/2008 Premium Analysis
Advisers
Target/Seller Bidder
Financial Arctic Securities
Astrup and Partners
Financial JPMorgan
Legal Schjodt Legal Wiersholm
Bryan Cave
PR - PR -
Mergermarket/dealReporter Intelligence
13-Feb-09 Roxar Petroleum could be target, industry participants say
Nordic
• Roxar was acquired by CorrOcean ASA in July 2007,
and the combined entity continued to operate under the
name Roxar ASA.
Multiples Value (€m) Offer price per share (€) 0.58
Revenue 1.4x 138.81 1 day before 45.94%
EBITDA 8.6x 22.29 1 month before 39.47%
EBIT 22.1x 8.7 1 day after -2.59%
Earnings (loss) -13.98 Pre-rumor -
Monthly M&A Report – 172

Top deals
Top 15 Nordic announced deals YTD 31 March 2009
Nordic
Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia Deal
Revenue EBITDA P/E
1-day before value
(€m)
5-Jan-09 C Scania AB (7.93% Industrials & Porsche
0.7 4.9 6.1 -18.4% 406
stake)
Chemicals Automobil
Holding SE
19-Jan-09 P Terveystalo
Pharma, Bridgepoint
203.0% 319
Healthcare Oyj Medical &
Biotech
Capital Limited
2-Mar-09 P Roxar ASA Energy, Mining Emerson Electric
1.4 8.6 (loss) 45.9% 192
& Utilities Company
11-Feb-09 P D. Carnegie & Co AB Financial Altor Equity Swedish National n/a n/a - 134
Services Partners; and
Bure Equity AB
Debt Office
23-Mar-09 P Ericsson AB (TEMS
business unit)
TMT Ascom Holding AG Ericsson AB - 124
24-Mar-09 P Reservoir Exploration Energy, Mining Cheyne Capital
1.1 11.1 (loss) -13.3% 110
Technology ASA & Utilities Management
(52.75% stake)
LLP; Lime Rock
Partners; and
Trafalgar AS
2-Mar-09 P MF Bilsport & Financial TrygVesta AS Moderna Finance AB - 109
Specialforsakring
AB; Modern RE
S.A.; Moderna
Forsakringar Sak AB;
and netviq AB
Services
13-Jan-09 P DFDS A/S (25.2% Transportation De
Vesterhavet A/S 0.8 6.3 12.2 - 106
stake)
Sammensluttede
Vognmaend A/S
18-Feb-09 P Talisman Energy Energy, Mining Norske AEDC AS Talisman Energy
- 85
Norge AS (Yme
oil field and 2
exploration blocks)
(10% stake)
& Utilities
Norge AS
23-Feb-09 P MediCult AS Pharma,
Medical &
Biotech
Merck KGaA 2.9 23.6 24.5 28.7% 79
5-Feb-09 P BaneTele AS (50% TMT
Bredbandsalliansen Government of
- 79
stake)
AS
Norway
4-Feb-09 L MediCult AS Pharma,
Medical &
Biotech
Vitrolife AB 2.5 20.5 18.6 -17.0% 69
18-Feb-09 C Edda Distribusjon TMT Polaris Media Mecom Group Plc - 64
AS (Northwestern
Norway distribution
unit); Edda Ressurs
AS (Northwestern
Norway printing
unit); Romsdals
Budstikke AS; and
Sunnmorsposten AS
ASA
12-Jan-09 L Hebi Healthcare AB Industrials & Hebi Holding AB 73.7% 53
(90.84% stake) Chemicals
11-Feb-09 P Max Matthiessen Financial Altor Equity Swedish National
- 48
Holding AB
Services Partners; and
Bure Equity AB
Debt Office
C = Completed; P = Pending; L = Lapsed Source: mergermarket
Monthly M&A Report – 173

Top deals
Top 5 Nordic announced deals of the month (March 2009)
Announced Status Target
company
2-Mar-09 P Roxar ASA Energy,
Mining &
Utilities
23-Mar-09 P Ericsson
AB (TEMS
business unit)
24-Mar-09 P Reservoir
Exploration
Technology
ASA (52.75%
stake)
2-Mar-09 P MF Bilsport &
Specialforsakring
AB; Modern RE
S.A.; Moderna
Forsakringar Sak
AB; and netviq
AB
25-Mar-09 P Departments
& Stores
Europe AB
Sector Bidder
company
Emerson
Electric
Company
TMT Ascom Holding
AG
Energy,
Mining &
Utilities
Financial
Services
Cheyne Capital
Management LLP;
Lime Rock Partners;
and Trafalgar AS
Nordic
Seller company Exit Multiples (x) Bid premia
Revenue EBITDA P/E
1-day
before
Deal value
(€m)
1.4 8.6 (loss) 45.9% 192
Ericsson AB - 124
1.1 11.1 (loss) -13.3% 110
TrygVesta AS Moderna Finance AB - 109
Consumer Ahlens AB RNB Retail and
Brands AB
- 40
C = Completed; P = Pending; L = Lapsed Source: mergermarket
Top 3 Finnish announced deals for YTD 31 March 2009
Announced Status Target
company
19-Jan-09 P Terveystalo
Healthcare
Oyj
27-Feb-09 C Teraskonttori
Oy
Sector Target/
seller
financial
adviser
Pharma,
Medical &
Biotech
Industrials
&
Chemicals
Pohjola
Corporate
Finance Ltd.
13-Feb-09 C Xenetic Inc. TMT Advising
seller:
Advium
Corporate
Finance
Target/seller
legal adviser
Buetzow
Attorneys
Bidder
company
Star
Healthcare
Oy
IMAP K-Develop
Oy
Advising
seller: Hannes
Snellman
Elisa
Corporation
Bidder financial adviser Bidder legal
adviser
SEB Enskilda Castren &
Snellman
(Advising
Nordea;
Pohjola Bank);
Roschier
Castren &
Snellman
Seller company Deal
value
(€m)
Camilla
Sundman
Sjostrom (Private
investor ); and
Maria Sundman
(Private investor)
eQ Online
Corporation
C = Completed; P = Pending; L = Lapsed Source: mergermarket
Monthly M&A Report – 174
319
6
6

Top deals
Top 3 Danish announced deals for YTD 31 March 2009
Announced Status Target
company
13-Jan-09 P DFDS A/S
(25.2%
stake)
23-Feb-09 P MediCult AS Pharma,
Medical &
Biotech
4-Feb-09 L MediCult AS Pharma,
Medical &
Biotech
Sector Target/
seller
financial
adviser
Target/seller
legal adviser
Transportation Gorrissen
Federspiel
Kierkegaard
DnB NOR Plesner;
Wiersholm
DnB NOR Plesner;
Wiersholm
Bidder
company
De
Sammensluttede
Vognmaend
A/S
Bidder financial adviser Bidder legal
adviser
Danske Markets
Corporate Finance
Plesner
Merck KGaA Deutsche Bank Kromann
Reumert;
Thommessen
Vitrolife AB D. Carnegie & Co Gorrissen
Federspiel
Kierkegaard;
Schjodt;
Vinge
Nordic
Seller
company
Vesterhavet
A/S
C = Completed; P = Pending; L = Lapsed Source: mergermarket
Deal
value
(€m)
106
79
69
Monthly M&A Report – 175

Expected deals
Pipeline of Nordic expected deals
Situation Target
company
Potential
takeover target
Bang &
Olufsen
Expected deal Det Norske
Oljeselskap
Expected deal King Oscar
(Rieber &
Son canned
seafood
subsidiary)
Sector Potential Bidder
company
Financial adviser to
target (T); seller (S)
Seller
company
Market
cap/ est.
value (€m)
Comments
Nordic
Consumer Undisclosed bidder 487 Bang & Olufsen said it is planning a
share issue with preferential subscription
rights, and has become the subject of
speculation that it could be a target for a
private equity buyout.
Energy,
Mining &
Utilities
Norwegian Energy
Company ASA
Consumer Rieber & Son
(shareholders)
Pareto (B) 279 Norwegian Energy Company will pursue a
merger with its peer Det Norske despite
the early knock back.
Det Norske Oljeselskap has recently
rejected a merger proposal lodged by
NORECO claiming it was too early for its
newly established board to consider such
a deal. Diderik Schnitler, the chairman
of DNO, said it would be a few months
before the company is ready to consider
its strategic options, which are to agree
a deal with Noreco or other parties or to
grow organically.
Rieber & Son 12 Rieber & Son will ask the AGM to approve
a demerger of the company's canned
seafood subsidiary, King Oscar.
Source: mergermarket
Monthly M&A Report – 176

League tables
Top 15 financial advisers – Nordic
value
YTD
31-Mar-09
House Value
(€m)
Deal
count
1 Rothschild 8,937 5
2 Bank of America Merrill Lynch 8,906 2
3= Goldman Sachs 8,500 2
3= Royal Bank of Scotland Group 8,500 2
5= ING 8,500 1
5= NIBC Bank 8,500 1
5= Sequoia 8,500 1
8 KPMG 3,825 2
9 Morgan Stanley 588 3
10 UBS Investment Bank 530 3
11 JPMorgan 489 5
12 Deutsche Bank 485 2
13 Nordea Corporate Finance 406 2
14 SEB Enskilda 398 4
15 Pohjola Corporate Finance 319 1
Source: mergermarket
volume
YTD
31-Mar-09
Nordic
House Value
(€m)
The financial adviser league tables by value and volume have been run from 01 January 2009 to 31 March 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 – Nordic
value
YTD
31-Mar-09
House Value
(€m)
Deal
count
1 Linklaters 9,092 5
2= Allen & Overy 8,500 1
2= Covington & Burling 8,500 1
2= Sullivan & Cromwell 8,500 1
5 Herbert Smith/Gleiss Lutz/Stibbe 3,825 1
6 Roschier 725 4
7 Plesner 558 9
8 Gorrissen Federspiel Kierkegaard 548 4
9 Freshfields Bruckhaus Deringer 470 2
10 Mannheimer Swartling 453 9
11 Hannes Snellman 450 4
12 Hammarskiold & Co. 406 1
13 Wiersholm 350 5
14 Schjodt 348 7
15 Buetzow Attorneys 319 1
Source: mergermarket
Deal
count
1 Rothschild 8,937 5
2 JPMorgan 489 5
3 PricewaterhouseCoopers 222 5
4 SEB Enskilda 398 4
5 Morgan Stanley 588 3
6 UBS Investment Bank 530 3
7 Lazard 222 3
8 DnB NOR 203 3
9 Bank of America Merrill Lynch 8,906 2
10= Goldman Sachs 8,500 2
10= Royal Bank of Scotland Group 8,500 2
volume
12 KPMG 3,825 2
13 Deutsche Bank 485 2
14 Nordea Corporate Finance 406 2
15 Lenner & Partners 182 2
YTD
31-Mar-09
House Value
(€m)
Source: mergermarket
The legal adviser league tables by value and volume have been run from 01 January 2009 to 31 March 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
Deal
count
1 Plesner 558 9
2 Mannheimer Swartling 453 9
3 Schjodt 348 7
4 Vinge 250 7
5 Linklaters 9,092 5
6 Wiersholm 350 5
7 Gernandt & Danielsson 116 5
8 Roschier 725 4
9 Gorrissen Federspiel Kierkegaard 548 4
10 Hannes Snellman 450 4
11 Kromann Reumert 188 3
12 Thommessen 143 3
13 Wikborg Rein & Co 34 3
14 Castren & Snellman 18 3
15 White & Case - 3
Source: mergermarket
Monthly M&A Report – 177

League tables
Activity table of private equity firms on Nordic buyouts
value
YTD
31-Mar-09
House Value
(€m)
Deal
count
1 Bridgepoint Capital 319 1
2= Altor Equity Partners 182 2
2= Bure Equity 182 2
4 Lime Rock Partners 110 1
5 Ratos 37 1
Source: mergermarket
volume
YTD
31-Mar-09
Nordic
House Value
(€m)
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
The tables by value and volume have been run from 01 January 2008 to 31 March 2009 and exclude lapsed and withdrawn deals
Activity table of private equity firms on Nordic exits
value
volume
YTD
31-Mar-09
House Value
(€m)
Deal
count
1 3i Group 37 1
2= Ferd Venture 12 1
2= Teknoinvest 12 1
2= Verdane Capital 12 1
5 CVC Capital Partners - 1
Source: mergermarket
Deal
count
1= Altor Equity Partners 182 2
1= Bure Equity 182 2
3 Bridgepoint Capital 319 1
4 Lime Rock Partners 110 1
5 Ratos 37 1
YTD
31-Mar-09
House Value
(€m)
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 Nordic
The tables by value and volume have been run from 01 January 2009 to 31 March 2009 and exclude lapsed and withdrawn deals
Deal
count
1 3i Group 37 1
2= Ferd Venture 12 1
2= Teknoinvest 12 1
2= Verdane Capital 12 1
5 CVC Capital Partners - 1
Source: mergermarket
Monthly M&A Report – 178

Trend graphs
Nordic M&A quarterly trend
value volume
value (€m)
45,000
40,000
35,000
30,000
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 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
Nordic M&A quarterly private equity trend
value volume
value (€m)
17,500
15,000
12,500
10,000
7,500
5,000
2,500
0
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
Nordic buyouts
Nordic exits
number of deals
number of deals
60
50
40
30
20
10
0
250
200
150
100
50
Nordic
0
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
Moving
average
trend line
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
Nordic buyouts
Nordic exits
Monthly M&A Report – 179

Trend graphs
Nordic M&A annual trends
value volume
value (€bn)
100
80
60
40
20
0
2003
2004
2005
Nordic M&A sector breakdown YTD 2009
2006
2007
2008
YTD 2009
All Nordic M&A
Nordic buyouts
Nordic exits
value volume
5.0%
14.3%
20.0%
18.3%
3.5%
22.7%
2.6%
13.6%
Industrial and Chemicals
Financial services
Business services
Consumer
Energy, Mining & Utilities
TMT
Transportation
Pharma, Medical & Biotech
number of deals
9.7%
16.1%
800
700
600
500
400
300
200
100
0
Y2003
9.7%
4.8%
Y2004
1.6% 1.6%
11.3%
Y2005
8.1%
22.6%
Y2006
14.5%
Y2007
Nordic
Y2008
YTD 2009
All Nordic M&A
Nordic buyouts
Nordic exits
Industrial and Chemicals
Financial services
Business services
Consumer
Energy, Mining & Utilities
TMT
Transportation
Pharma, Medical & Biotech
Construction
Agriculture
Monthly M&A Report – 180

Mid-market deals
Nordic M&A quarterly mid-market trend
value volume
value (€m)
5,000
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 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
number of deals
90
80
70
60
50
40
30
20
10
0
Nordic
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
Monthly M&A Report – 181

Mid-market league tables
Top 10 mid-market financial
advisers – Nordic
(€10m to €250m)
YTD
31-Mar-09
Value:
Volume:
House Value
(€m)
Deal
count
1 JPMorgan 489 4
2= Lazard 222 3
2= PricewaterhouseCoopers 222 3
4 DnB NOR 203 3
5= Arctic Securities 192 1
5= Astrup and Partners 192 1
7= Lenner & Partners 182 2
7= Morgan Stanley 182 2
9 UBS Investment Bank 124 1
10 Fox-Pitt Kelton Cochran Caronia Waller 109 1
1 JPMorgan 489 4
2= Lazard 222 3
2= PricewaterhouseCoopers 222 3
4 DnB NOR 203 3
5= Lenner & Partners 182 2
5= Morgan Stanley 182 2
7 Handelsbanken Capital Markets 75 2
8= Arctic Securities 192 1
8= Astrup and Partners 192 1
10 UBS Investment Bank 124 1
Source: mergermarket
The financial adviser league tables by value and volume have been run from 01 January
2009 to 31 March 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 10 mid-market legal
advisers – Nordic
(€10m to €250m)
YTD
31-Mar-09
Value:
Volume:
Nordic
House Value
(€m)
Deal
count
1 Mannheimer Swartling 446 5
2 Wiersholm 350 4
3 Schjodt 348 6
4 Vinge 250 4
5 Linklaters 219 3
6 Bryan Cave 192 1
7 Kromann Reumert 188 2
8 Plesner 185 3
9 Gorrissen Federspiel Kierkegaard 175 2
10 Thommessen 143 2
1 Schjodt 348 6
2 Mannheimer Swartling 446 5
3 Wiersholm 350 4
4 Vinge 250 4
5 Linklaters 219 3
6 Plesner 185 3
7 Kromann Reumert 188 2
8 Gorrissen Federspiel Kierkegaard 175 2
9 Thommessen 143 2
10 Ashurst 60 2
Source: mergermarket
The legal adviser league tables by value and volume have been run from 01 January
2009 to 31 March 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
Monthly M&A Report – 182

CEE and CIS
Russian Oil producer buys into Hungary
• Austrain oil and gas company OMV AG sold its 21.2%
stake in the Hungarian energy company MOL to OJSC
Surgutneftegas, the Russia based holding firm, for
€1.4bn. OMV’s move came as a logical step after its
bid to merge with MOL failed in August 2008 due to
European competition concerns. Surgutneftegas offered
€63.1 per share which stood up almost 100% of MOL’s
closing share price of €33 per share one day before the
transaction, on 27 March 2009.
• The acquisition of MOL shares is expected to establish a
firm foothold to start long-term beneficial cooperation and
promote energy security in Europe. Surneftegas is the
fourth largest integrated oil producer in the Siberian city
of Surgut. It employs over 100,000 people and reported
net profit of RUB120bn (€2.67 bn) in the third quarter
of 2008. The company’s move has received a frosty
reception in Hungary, as some regarded the acquisition
as unfriendly. The deal has received warnings from the
Hungarian government and the country’s main opposition
party not to launch a hostile takeover of the entirety of
MOL. Surgutneftegas expressed that it does not have any
intention to launch a hostile takeover bid.
A-Tec poised to snap up Serbian copper mine
• The Serbian Privatization Agency has announced that
A-Tec, the listed Austrian industrial/mining conglomerate,
will be the only company eligible to bid for the proposed
privatisation of RTB Bor, the Serbian state-controlled
copper mining and smelting group.
• A-Tec had won the last tender for RTB, bidding $466m
in early 2008. The tender was later abandoned by the
Privatisation Agency after A-Tec failed to raise the money
in time. The deadline for bids in the new tender expired
on April 3, and A-Tec now has to submit their bid by April
21, together with a guarantee of $10m.
• The Privatization Agency called the latest tender on
February 27, offering a 40% stake in a new company
to be formed by merging RTB, the Bor and Majdanpek
copper mines, and the Topionica i Rafinerija company.
With declining copper prices as a result of the
international economic slowdown, this marks a revision
from the previous tender held last November. The
government then offered a 67% stake in the company,
requiring a minimum investment of $ 300m.
Ness Technologies is rumoured to be
interested in Sygnity
• Sygnity, the listed Polish IT integrator, is rumoured to
be acquired by the Israeli IT firm, Ness Technologies.
Recently, Ness announced that it is looking for
acquisitions in Eastern Europe. The parties entered
into a strategic partnership agreement in July 2008 to
offer better services to its customers in the central and
Eastern Europe and to create opportunities in Western
Europe. According to the Israeli papers, it is the right time
for Ness to make a move for Sygnity since the dollar is
stronger and Polish companies are observed to become
cheaper in the markets. Sygnity has market capitalisation
of PLN 230m (€51.6m).
For the purposes of this report Russia has been excluded in the definition of CEE/CIS.
Monthly M&A report – 183

Deal of the month
Target: MOL Hungarian Oil and Gas Public Limited Company Announced: 30 March 2009
Bidder: OJSC Surgutneftegaz Deal value: €1,415m
Seller: OMV AG Deal nature: Public, Cross border
Description:
• OJSC Surgutneftegaz, the listed Russia based oil and gas
company has agreed to acquire a 21.2% stake in MOL
Hungarian Oil and Gas Public Limited Company, the listed
Hungary based oil and gas group, from OMV AG, the
listed Austria based oil and gas exploration group, for a
total consideration of HUF 426bn (€1.415bn).
Terms:
• OJSC Surgutneftegaz acquired 22.18m MOL shares.
• The implied offer price of HUF 19,212 (€63.77) per
share represents a premium of 93.27% over MOL
Group’s closing price of HUF 9,940 (€33.13) per share
as of 27 March 2009, the last trading day prior to the
announcement and a premium of 115.86% over MOL
Group’s closing price of HUF 8,900 (€29.73) per share as
of 27 February 2009, one month prior the announcement
date.
• The implied equity value of the transaction is HUF
2,008bn (€6.66bn).
Rationale:
• The transaction is in line with Surgutneftegas’s strategy
to strengthen its market share in Europe.
Expected Completion:
• The deal closed on 30 March 2009.
CEE and CIS
Background:
• MV’s decision to sell its stake comes after its failed
attempt to acquire MOL Group. OMV decided to
terminate its negotiations in August 2008, after the offer
was rejected by MOL’s board of directors and due to
restrictions indicated by the European Union.
Exit multiples – Y/E [31/12/08] Premium analysis
Multiples Value (€m) Offer price per share (€) 62.64
Revenue 0.6 x 14,728.15 1 day before 89.82%
EBITDA 6.4 x 1,442.99 1 month before 111.48%
EBIT 11.4 x 809.82 1 day after 83.75%
Earnings 9.9 x 557.23 Pre-rumour -
Advisers
Target/Seller Bidder
Financial JPMorgan Financial -
Legal - Legal Akin Gump Strauss Hauer & Feld
PR - PR -
Monthly M&A report – 184

Top deals
Top 15 CEE & CIS announced deals for YTD 31 March 2009
Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid Premia Deal value
Revenue EBITDA P/E
1-day before (€m)
2-Feb-09 C BTA Bank JSC (78% stake) Financial Government of
- 1,578
Services Kazakhstan
30-Mar-09 C MOL Hungarian Oil
and Gas Public Limited
Company (21.20% stake)
30-Mar-09 P COSMOFON AD Skopje;
and Germanos Telekom SA
Skopje
Energy,
Mining &
Utilities
26-Mar-09 P Transpetrol AS (49% stake) Business
Services
16-Feb-09 C Shubarkol Komir JSC (25%
stake)
15-Jan-09 C Halyk Savings Bank
(20.91% stake)
OJSC
Surgutneftegaz
TMT Telekom Slovenije
dd
Energy,
Mining &
Utilities
Financial
Services
2-Feb-09 P Alliance Bank (76% stake) Financial
Services
27-Jan-09 P Corporate Commercial
Bank AD (30% stake)
6-Jan-09 P Grand Casino doo Beograd
(51% stake)
13-Feb-09 C Ipercoop (Four croatian
hypermarket stores)
6-Feb-09 C Jugoslovensko Recno
Brodarstvo (69.99% stake)
26-Mar-09 C Institut dr Simo Milosevic
AD Igalo (56.50% stake)
Financial
Services
Ministry of
Economy of the
Slovak Republic
Eurasian Natural
Resources
Corporation Plc
Samruk-Kazyna
Welfare Fund
Samruk-Kazyna
Welfare Fund
State General
Reserve Fund of
Sultanate of Oman
Leisure Club Hotel Loutraki
SA
Consumer Spar
Oesterreichische
Warenhandels AG
Transport DDSG-Cargo
GmbH
Leisure Home Art & Sales
Services AG
OMV AG 0.6 6.4 9.9 89.8% 1,415
OTE MTS
HOLDING BV
- 190
NK Yukos OAO - 177
Eurasian
Financial
Industrial
Company JSC
JSC Seimar
Alliance
Financial
Corporation
- 156
- 134
n/a n/a - 118
Bromak EOOD n/a n/a 9.7 - 59
Casinos Austria
AG
- 42
Ipercoop - 40
Government
of the Republic
of Serbia;
and Serbian
Privatization
Agency
Government of
Montenegro
- 25
- 20
19-Jan-09 C Herbacos Bofarma sro Consumer Recordati SpA Bochemie sro 1.6 - 19
16-Mar-09 C KCI Krowodrza Sp z oo
(47.63% stake)
Real Estate Jupiter National
Investment Fund
SA
8-Feb-09 P FC Rapid Bucuresti Leisure Ionut Negoita
(private investor)
George Copos
(private investor)
CEE and CIS
n/a n/a - 17
- 12
C = Completed; P = Pending; L = Lapsed Source: mergermarket
Monthly M&A report – 185

Top Deals
Top 5 CEE & CIS announced deals of the month (March 2009)
Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid Premia
Revenue EBITDA P/E
1-day before
30-Mar-09 C MOL Hungarian
Oil and Gas Public
Limited Company
(21.20% stake)
30-Mar-09 P COSMOFON
AD Skopje ; and
Germanos Telekom
SA Skopje
26-Mar-09 P Transpetrol AS (49%
stake)
26-Mar-09 C Institut dr Simo
Milosevic AD Igalo
(56.50% stake)
16-Mar-09 C KCI Krowodrza Sp z
oo (47.63% stake)
Energy, Mining
& Utilities
Deal value
(€m)
OJSC Surgutneftegaz OMV AG 0.6 6.4 9.9 89.8% 1,415
TMT Telekom Slovenije dd OTE MTS
HOLDING BV
Business
Services
Pharma,
Medical &
Biotech
Energy, Mining
& Utilities
Ministry of Economy
of the Slovak Republic
Home Art & Sales
Services AG
Jupiter National
Investment Fund SA
- 190
NK Yukos OAO - 177
Government of
Montenegro
CEE and CIS
- 20
- 17
C = Completed; P = Pending; L = Lapsed Source: mergermarket
Top 5 Romania announced deals for YTD 31 March 2009
Announced Status Target company Sector Target/seller
financial adviser
8-Feb-09 P FC Rapid
Bucuresti
7-Jan-09 P BT Aegon Fond
de Pensii SA
(50% stake)
Target/
Seller
legal
adviser
Bidder
company
Leisure Ionut
Negoita
(Private
investor)
Financial
Services
9-Feb-09 C Isopor Construction Swisspor
AG
28-Jan-09 P Bere Azuga SA Consumer Ursus
Breweries
SA
24-Feb-09 P FrieslandCampina
Romania
Consumer Advising seller:
Pricewaterhouse-
Coopers
Advising
seller:
Allen &
Overy
Bidder
financial
adviser
Bidder
legal
adviser
Aegon NV Allen &
Overy
Raiffeisen
Investment;
Royal Bank
of Scotland
Group
Seller company Deal
value
(€m)
George Copos
(private investor)
Banca Transilvania
SA
Elberta Trading Ltd;
Sharbot Holdings
Ltd; and Shelby
Holding Ltd
Musat &
Asociatti
Unilever Plc FrieslandCampina -
C = Completed; P = Pending; L = Lapsed Source: mergermarket
12
11
Monthly M&A report – 186
6
6

Top Deals
Top 5 Poland announced deals for YTD 31 March 2009
Announced Status Target company Sector Target/seller
financial adviser
16-Mar-09 C KCI Krowodrza
Sp z oo (47.63%
stake)
25-Feb-09 C Ostroleckie
Przedsiebiorstwo
Energetyki
Cieplnej Sp z oo
(85% stake)
25-Mar-09 C Przedsiebiorstwo
Energetyki
Cieplnej in Kutno
Sp z oo (85%
stake)
8-Mar-09 P Sfinks Polska SA
(32.99% stake)
6-Feb-09 C Groclin Altax Sp
zoo
Target/
seller
legal
adviser
Bidder
company
Real Estate Jupiter
National
Investment
Fund SA
Energy,
Mining &
Utilities
Energy,
Mining &
Utilities
Bidder
financial
adviser
Bidder
legal
adviser
Seller company Deal
value
(€m)
Energa SA The Authorities of
Ostroleka
Energetyka
Cieplna
Opolszczyzny
SA
Leisure Tomasz
Morawski
(private
investor)
Industrials &
Chemicals
Ronseal
Limited
CEE and CIS
The Authorities of
Kutno
17
AmRest Sp z oo 6
Inter Groclin Auto
SA
C = Completed; P = Pending; L = Lapsed Source: mergermarket
Monthly M&A report – 187
8
6
6

Expected Deals
Pipeline of CEE and CIS expected deals
Situation Target company Sector Potential
bidder
company
Rumoured
Takeover
Target
Rumoured
Takeover
Target
Expected
Deal
Rumoured
Takeover
Target
Expected
Deal
Rumoured
Takeover
Target
Rumoured
Takeover
Target
Rumoured
Takeover
Target
Rumoured
Takeover
Target
United Coal
Company
Energy,
Mining &
Utilities
Gedeon Richter Pharma,
Medical &
Biotech
Anwil SA Industrials &
Chemicals
Poslovni sistem
Mercator dd
Rudarsko
Topionicarski Bazen
Bor (40%)
Metinvest
Holding
Limited
Financial
adviser to
bidder (B);
target (T);
seller (S)
MNV Government of
Hungary
Ciech
ZA;Tarnow;
and ZA
Kedzierzyn
Consumer Delta Holding
SA
A-Tec
Industries AG
Sygnity SA TMT Ness
Technologies
Pobjeda ad TMT WAZ Media
Group
Azovmash OJSC Industrials &
Chemicals
Powszechny Zaklad
Ubezpieczen SA
Financial
Services
KPMG (V);
Hypo Alpe
Adria Group
(V)
Viktor
Nusenkis;
and FPG
Donetskstal
Eureko BV JP Morgan
(B); Lehman
Brothers (V)
CEE and CIS
Seller company Market
cap/
est.
value
(€m)
Comments
1,916 Metinvest has approached the Bulgarian
competitions authorities to get approval for its
acquisition of the US private coking coal producer
United Coal.
651 Gedeon Richter, the listed Hungarian
pharmaceutical firm, will see its 25% state-owned
stake put up for privatisation.The sale of this stake
could reach around EUR 615 and EUR 820m.
446 "PKN Orlen is in the process of selling its
agrochemicals arm Anwil, reported Gazeta
Wyborcza. 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).
Pivovarna Lasko 130 Delta Holding, the Serbian retailer, indicated that
Pivovarna Lasko might sell a stake of 24.99% to
Delta. The 24.99% stake would spare Delta the
financial effort of launching a mandatory takeover
offer for the rest of Mercator’s shares
Government of the
Republic of Serbia
Legg Mason
Incorporated
Government of
Montenegro
82 Blagoje Spasovski, the general manager of RTB
Bor, was quoted in the Austrian daily as saying that
he hopes A-Tec will place a binding offer for the
40% stake in RTB Bor to be sold by the Serbian
government.
52 Ness Technologies' spokesperson was cited
in Parkiet as saying 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.
11 Government of Montenegro intends to privatise
Pobjeda. Recently, Was Media Group made an
offer for the company however due to change of
its strategy the transaction did not happen.
Alexander Savchuk - Azovmash, the privately-held Ukrainian
manufacturer of railway wagons and cisterns,
may merge with Donetskstal, the Ukrainian steel
producer, Ekonomicheskie Izvestiya reported.
State Treasury of
Poland
- The Polish Treasury (MSP) will submit a proposal of
a memorandum to the Dutch insurer Eureko, with
description of conditions for negotiations on the
Polish state-controlled insurer PZU.
Monthly M&A report – 188

League tables
Top 10 financial advisers – CEE & CIS
value
YTD
31-Mar-2009
House Value
(€m)
Deal
count
1 JPMorgan 1,667 3
2 Bank of America Merrill Lynch 522 2
3 Morgan Stanley 404 1
4 ING 232 2
5 Rothschild 209 3
6 EFG Eurobank Ergasias 190 1
7 Credit Suisse 156 1
8 Deloitte 121 4
9 Ernst & Young 59 2
10 Goldman Sachs 59 1
Source: mergermarket
volume
YTD
31-Mar-2009
House Value
(€m)
The financial adviser league tables by value and volume have been run from 01 January 2009 to 31March 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 10 legal advisers – CEE & CIS
value
YTD
31-Mar-2009
House Value
(€m)
Deal
count
1 Akin Gump Strauss Hauer & Feld 1,415 2
2= Linklaters 404 1
2= Weil Gotshal & Manges 404 1
4 Clifford Chance 190 3
5 Dewey & LeBoeuf 190 1
6 Gibson Dunn & Crutcher 177 1
7= Denton Wilde Sapte 156 1
7= Jones Day 156 1
9= Gide Loyrette Nouel 102 1
9= Wolf Theiss 102 1
Source: mergermarket
volume
Deal
count
1 Deloitte 121 4
2 JPMorgan 1,667 3
3 Rothschild 209 3
4 Bank of America Merrill Lynch 522 2
5 ING 232 2
6 Ernst & Young 59 2
7 Raiffeisen Investment 26 2
8 Royal Bank of Scotland Group 6 2
9 Morgan Stanley 404 1
10 EFG Eurobank Ergasias 190 1
YTD
31-Mar-2009
House Value
(€m)
CEE and CIS
Source: mergermarket
The legal adviser league tables by value and volume have been run from 01 January 2009 to 31 March 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
Deal
count
1 Clifford Chance 190 3
2 Akin Gump Strauss Hauer & Feld 1,415 2
3 DLA Piper 25 2
4 White & Case 19 2
5 Allen & Overy 11 2
6 CMS - 2
7= Linklaters 404 1
7= Weil Gotshal & Manges 404 1
9 Dewey & LeBoeuf 190 1
10 Gibson Dunn & Crutcher 177 1
Source: mergermarket
Monthly M&A report – 189

League tables
Activity table of private equity firms on CEE & CIS buyouts
value
YTD
31-Mar-2009
House Value
(€m)
Deal
count
1 Jupiter National Investment Fund 17 1
2 Penta Investments - 1
Source: mergermarket
volume
YTD
31-Mar-2009
House Value
(€m)
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 31 March 2008 and exclude lapsed and withdrawn deals
Activity table of private equity firms on CEE & CIS exits
YTD
31-Mar-2009
value
House Value
(€m)
Deal
count
1 Arca Capital - 1
Source: mergermarket
volume
Deal
count
1 Jupiter National Investment Fund 17 1
2 Penta Investments - 1
YTD
31-Mar-2009
House Value
(€m)
CEE and CIS
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 CEE &
CIS. The tables by value and volume have been run from 01 January 2009 to 31 March 2009 and exclude lapsed and withdrawn deals
Deal
count
1 Arca Capital - 1
Source: mergermarket
Monthly M&A report – 190

Trend graphs
CEE and CIS M&A quarterly trend
value €m
value volume
16,000
14,000
12,000
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 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
CEE and CIS M&A quarterly private equity trend
value volume
value €m
45,00
4,000
3,500
3,000
2,500
2,000
1,500
1,000
500
0
Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
CEE and CIS buyouts
CEE and CIS exits
number of deals
number of deals
200
150
100
25
20
15
10
5
0
50
CEE and CIS
0
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
Moving
average
trend line
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 06 2007 2007 2007 2007 2008 2008 2008 2008 2009
CEE and CIS buyouts
CEE and CIS exits
Monthly M&A report – 191

Trend graphs
CEE and CIS M&A annual trends - value
value volume
value €bn
40
35
30
25
20
15
10
5
0
2003
2004
2005
2006
2007
2008
YTD 2009
All CEE and CIS M&A
CEE and CIS buyouts
CEE and CIS exits
CEE and CIS M&A annual trends - volume
value volume
40.3%
0.4%
1.0%
0.6% 0.2% 0.2%
1.7%
4.8%
1.3% 4.5%
44.9%
Industrial & Chemicals
Financial services
Business Services
Consumer
Energy, Mining & Utilities
TMT
Leisure
Transportation
Pharma,Medical & Biotech
Construction
Real Estate
number of deals
9.4%
7.5%
600
500
400
300
200
100
0
7.5%
3.8%
2003
7.5%
11.3%
2004
1.9%
1.9%
5.7%
2005
9.4%
2006
5.7%
28.3%
2007
CEE and CIS
2008
YTD 2009
All CEE and CIS M&A
CEE and CIS buyouts
CEE and CIS exits
Industrial & Chemicals
Financial services
Business Services
Consumer
Energy, Mining & Utilities
TMT
Leisure
Transportation
Pharma,Medical & Biotech
Construction
Real Estate
Agriculture
Monthly M&A report – 192

Mid-market deals
Top 10 CEE & CIS announced mid market deals YTD 31 March 2009
(€10m to €250m)
CEE & CIS M&A quarterly Mid-market trend
value volume
value €m
Announced Status Target company Sector Target/seller
financial adviser
30-Mar-09 P COSMOFON
AD Skopje ; and
Germanos Telekom
SA Skopje
26-Mar-09 P Transpetrol AS (49%
stake)
16-Feb-09 C Shubarkol Komir JSC
(25% stake)
15-Jan-09 C Halyk Savings Bank
(20.91% stake)
2-Feb-09 P Alliance Bank (76%
stake)
27-Jan-09 P Corporate
Commercial Bank AD
(30% stake)
6-Jan-09 P Grand Casino doo
Beograd (51% stake)
13-Feb-09 C Ipercoop (Four
croatian hypermarket
stores)
6-Feb-09 C Jugoslovensko Recno
Brodarstvo (69.99%
stake)
26-Mar-09 C Institut dr Simo
Milosevic AD Igalo
(56.50% stake)
4,000
3,500
3,000
2,500
2,000
1,500
1,000
500
0
TMT Advising seller:
EFG Eurobank
Ergasias;
Rothschild
Business
Services
Energy,
Mining &
Utilities
Financial
Services
Financial
Services
Financial
Services
Advising seller:
Bank of America
Merrill Lynch
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
Target/
seller legal
adviser
Advising
seller:
Dewey &
LeBoeuf
Advising
seller:
Gibson
Dunn &
Crutcher
number of deals
80
70
60
50
40
30
20
10
Bidder company Bidder
financial
adviser
Telekom
Slovenije dd
Ministry of
Economy of the
Slovak Republic
Eurasian Natural
Resources
Corporation Plc
Samruk-Kazyna
Welfare Fund
Samruk-Kazyna
Welfare Fund
State General
Reserve Fund
of Sultanate of
Oman
Leisure Club Hotel
Loutraki SA
Consumer Spar
Oesterreichische
Warenhandels
AG
Transport Advising sellers:
BPA London
Pharma,
Medical &
Biotech
Advising seller:
Raiffeisen
Investment
Advising
sellers:
Tomic &
Partners
DDSG-Cargo
GmbH
Home Art &
Sales Services
AG
0
Bidder legal
adviser
ING Clifford
Chance
Credit
Suisse
Denton
Wilde
Sapte;
Jones Day
CEE and CIS
Seller company Deal
Value
(€m)
OTE MTS
HOLDING BV
190
NK Yukos OAO 177
Eurasian Financial
Industrial
Company JSC
156
JPMorgan 134
JPMorgan JSC Seimar
Alliance Financial
Corporation
118
Ernst &
Young;
Goldman
Sachs
Bromak EOOD 59
ING Casinos Austria
AG
42
Ipercoop 40
Altis Capital DLA Piper Government of the
Republic of Serbia;
and Serbian
Privatization
Agency
Government of
Montenegro
C = Completed; P = Pending; L = Lapsed Source: mergermarket
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
Moving
average
trend line
25
20
Monthly M&A report – 193

Mid-market league tables
Top 10 Mid-market financial Advisers -
CEE & CIS
(€10m to €250m)
YTD
31-Mar-2009
Value:
Volume:
House Value
(€m)
Deal
count
1 JPMorgan 252 2
2 ING 232 2
3 Rothschild 209 2
4 EFG Eurobank Ergasias 190 1
5 Credit Suisse 156 1
6 Deloitte 121 2
7 Bank of America Merrill Lynch 118 1
8= Ernst & Young 59 1
8= Goldman Sachs 59 1
10 Altis Capital 25 1
1 JPMorgan 252 2
2 ING 232 2
3 Rothschild 209 2
4 Deloitte 121 2
5 EFG Eurobank Ergasias 190 1
6 Credit Suisse 156 1
7 Bank of America Merrill Lynch 118 1
8= Ernst & Young 59 1
8= Goldman Sachs 59 1
10= Altis Capital 25 1
10= BPA London 25 1
Source: mergermarket
The financial adviser league tables by value and volume have been run from 01 January
2009 to 31 March 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 10 Mid-market legal Advisers -
CEE & CIS
(€10m to €250m)
YTD
31-Mar-2009
Value:
Volume:
House Value
(€m)
CEE and CIS
Deal
count
1= Clifford Chance 190 1
1= Dewey & LeBoeuf 190 1
3 Gibson Dunn & Crutcher 177 1
4= Denton Wilde Sapte 156 1
4= Jones Day 156 1
6= Gide Loyrette Nouel 102 1
6= Wolf Theiss 102 1
8= DLA Piper 25 1
8= Tomic & Partners 25 1
10= SALANS 19 1
10= White & Case 19 1
1= Clifford Chance 190 1
1= Dewey & LeBoeuf 190 1
3 Gibson Dunn & Crutcher 177 1
4= Denton Wilde Sapte 156 1
4= Jones Day 156 1
6= Gide Loyrette Nouel 102 1
6= Wolf Theiss 102 1
8= DLA Piper 25 1
8= Tomic & Partners 25 1
10= SALANS 19 1
10= White & Case 19 1
Source: mergermarket
The legal adviser league tables by value and volume have been run from 01 January
2009 to 31 March 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
Monthly M&A report – 194

Russia
• During the first quarter of 2009, Russia has been focusing
primarily on domestic acquisitions. Staying closer to home
has been an increasing trend in the Russian M&A market.
Out of the total domestic deals approximately 25% of
activity in terms of quantity, was seen in the Financial
Services sector, 16.67% in the Energy, Mining & Utilities
sector, and around 12.5% in the Leisure sector.
• Russia has invested a total of €1.02bn in the US, buying
up mining and industrial assets. Russian Surgutneftegaz
has also made a substantial investment in Hungary valued
at €1.4bn. The listed oil and gas company has acquired
a 21.2% interest in MOL Hungarian Oil and Gas Public
Limited Company, from OMV AG, the listed Austria based
oil and gas exploration group. The transaction was part
of the bidder’s strategy to strengthen its position in the
European market.
• European investors have decided to back away from
making major acquisitions in the region. Germany invested
only €30m during the first quarter. The investments from
Russia’s strongest trade partners such as Sweden, Italy
and France, have virtually disappeared. On the other hand,
the inflow of cash from the rest of the world has not been
diminished; on March 6, the South African financial group
Standard Bank Group Limited, announced its agreement
to acquire a 33% stake in Troika Dialog Group, Russia’s
investment bank, for a total consideration of €237m.
Russia
• Russia’s midmarket M&A activity has managed to
stay fairly steady in Q1 09 at €943m compared to the
previous quarter valued at €949m; however, these are
still the lowest figures we have seen since 2005. The
deal flow, in terms of quantity has decreased by 31.25%
from 16 transactions in the forth quarter of 2008 to
11 transactions in the first quarter of 2009. Given the
current drop in large deals, an increase in the mid-market
transactions is anticipated towards the end of the year.
Monthly M&A report – 195

Deal of the month
Target: ANK Bashneft JSC (56.52% stake)
Bashkirnefteprodukt JSC (54.33% stake)
Novo-Ufimsky Refinery (67.33% stake)
Ufaneftekhim OJSC (45.88% stake)
Ufaorgsintez OJSC (53.02% stake)
Ufa Oil Refinery JSC (58.59% stake)
Announced: 30 March 2009
Bidder: AFK Sistema Deal value: €1,894m
Seller: Ural-Invest
Inzer-Invest
Agidel-Invest
Yuryuzan-Invest
• JSFC Sistema, the listed Russia based conglomerate
with a significant interest in telecom, has agreed
to acquire stakes in several listed Russia based
oil production and refinery companies, which are
subsidiaries of Bashkir Oil and Energy Group.
• The stakes to be acquired are a 56.52% stake in ANK
Bashneft JSC, a 54.33% stake in Bashkirnefteprodukt
JSC, a 67.33% stake in Novo-Ufimsky Refinery OJSC
(Novoil), a 58.59% stake in Ufa Oil Refinery JSC, a
45.88% stake in Ufaneftekhim OJSC, and a 53.02%
stake in Ufaorgsintez OJSC, from Russia based charity
funds Agidel-Invest LLC, Inzer-Invest LLC, Ural-
Invest LLC, and Yuryuzan-Invest LLC, for a total cash
consideration of $ 2.5bn.
• Under the terms of the agreement, the consideration will
be satisfied through two tranches of cash payments.
Deal nature: Domestic, Private
Russia
• The first tranche will be $ 2bn, payable upon the
closing of the transaction, whilst the remaining
$ 500m is a deferred consideration due in 14 months
after the closing.
• Prior to the transaction, Sistema held a 19.9% stake
in Novoil, Ufa Oil and Ufaneftekhim; a 20% stake in
ANK Bashneft and Ufaorgsintez; and a 19% stake in
Bashkirnefteprodukt. The transaction thus increases
Sistema’s shareholdings in the companies to 87.23%,
78.49%, 65.78%, 76.52%, 73.02%, and 73.33%
respectively. Sistema plans to make an offer to acquire
the remaining stakes in the companies.
• The transaction is in line with Sistema’s strategy of
creating additional shareholders value through investing
in high cash-flow potential companies. The transaction is
subject to the fulfillment of several conditions.
Monthly M&A report – 196

Top deals
Top 10 Russian announced deals for YTD 31 March 2009
Russia
Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia
1-day before
Revenue EBITDA P/E
30-Mar-09 P ANK Bashneft JSC
(56.52% stake);
Bashkirnefteprodukt JSC
(54.33% stake); Novo-
Ufimsky Refinery OJSC
(67.33% stake); Ufa Oil
Refinery JSC (58.59%
stake); Ufaneftekhim
OJSC (45.88% stake);
and Ufaorgsintez OJSC
(53.02% stake)
3-Mar-09 C OJSC Polyus Gold (20%
stake)
6-Mar-09 P Troika Dialog Group
(33% stake)
19-Feb-09 P Bank VEFK (undisclosed
stake)
21-Jan-09 C Atomstroiexport (78%
stake)
24-Feb-09 C Dalpolimetall OAO (50%
stake)
2-Feb-09 C OAO Hotel Budapest
(55% stake)
13-Mar-09 P OJSC Multiregional
Transit Telecom (43.40%
stake)
3-Mar-09 C CenterObuv Trade House
ZAO (33% stake)
Energy, Mining
& Utilities
Energy, Mining
& Utilities
Financial
Services
Financial
Services
AFK Sistema Agidel-Invest
LLC; Inzer-
Invest LLC;
Ural-Invest LLC;
and Yuryuzan-
Invest LLC
Suleiman Kerimov
(Private Investor)
Standard Bank
Group Limited
Deposit Insurance
Agency; NOMOS
Bank; and
OTKRITIE Financial
Corporation
Construction Federal Nuclear
Energy Agency
(Rosatom) of Russia
Energy, Mining
& Utilities
Russian Mining
Company
Vladimir
Potanin (Private
investor)
Deal value
(€m)
- 1,894
-47% 541
- 237
- 218
- 213
- 78
Leisure MCG Group JSC VTB
Bank; and
MC Ko Hotels
Management
Ltd
- 47
TMT Synterra CJSC AFK Sistema - 42
Consumer Sun Investments
Partners Ltd
Raymar Capital
Inc
- 32
2-Feb-09 P OOO Banana-mama Consumer Alfa Bank Igor Yakovlev
(private
investor); and
Oleg Yakovlev
(private
investor)
0.1 - 23
C = Completed; P = Pending; L = Lapsed Source: mergermarket
Monthly M&A report – 197

Top deals
Top 5 Russian announced deals of the month (March 2009)
Russia
Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid Deal value
Revenue EBITDA P/E
premia
1-day
before
(€m)
30-Mar-09 P ANK Bashneft JSC Energy, Mining AFK Sistema Agidel-Invest LLC;
- 1,894
(56.52% stake); & Utilities
Inzer-Invest LLC;
Bashkirnefteprodukt
Ural-Invest LLC; and
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)
Yuryuzan-Invest LLC
3-Mar-09 C OJSC Polyus Gold Energy, Mining Suleiman Kerimov Vladimir Potanin
-47% 541
(20% stake)
& Utilities (Private Investor) (Private investor)
6-Mar-09 P Troika Dialog Group Financial Standard Bank
- 237
(33% stake)
Services Group Limited
13-Mar-09 P OJSC Multiregional
Transit Telecom
(43.40% stake)
TMT Synterra CJSC AFK Sistema - 42
3-Mar-09 C CenterObuv Trade Consumer Sun Investments Raymar Capital Inc - 32
House ZAO (33%
stake)
Partners Ltd
C = Completed; P = Pending; L = Lapsed Source: mergermarket
Monthly M&A report – 198

Expected deals
Pipeline of Russian expected deals
Situation Target
company
Expected
Deal
Expected
Deal
Victoria
Group
Sector Financial adviser Seller
company
Consumer TPG Capital, Russia
Partners, Goldman
Sachs, or Prosperity
Capital Management
(T)
Commercial
Bank
Renaissance
Capital
Potential bidder
company
Nikolai Vlasenko,
Alexander
Zaribko, Vladimir
Katsman;
Renaissance Pre-
IPO Fund and
East Capital
Mosmart Consumer Sberbank Mikhail
Bezelyansky and
Andrei Shelukhin
(private investor)
Russia
Market cap/ Comments
est. value
(€m)
773 Victoria Group’s shareholders have hired
investment fund Renaissance Capital
to find a buyer for a stake of up to 50%
in the private Russian retailer, reported
Kommersant. The paper cited various
sources familiar with the situation, for this
news. Renaissance Capital has already sent
proposals about the acquisition of a stake in
Victoria to investment funds, including TPG
Capital, Russia Partners, Goldman Sachs,
and Prosperity Capital Management. This
information was confirmed by Victoria’s
three co-founders, Russian investors Nikolai
Vlasenko, Alexander Zaribko, and Vladimir
Katsman, Kommersant wrote.
565 Mosmart co-founders Mikhail Bezelyansky
and Andrei Shelukhin hope to sell a stake
in the Russian retailer to Sberbank, the
listed, state-controlled Russian bank,
reported Vedomosti. The paper cited
Mosmart general director Semyon Slutsky.
He confirmed that negotiations over a sale
of a stake in Mosmart are being held with
Sberbank-Capital, but no deal documents
had been signed as yet. A source in a
company that is a Mosmart business
partner, cited in Vedomosti, claimed that
the sale will include up to 50% in Mosmart.
Slutsky said that this figure is close to
accurate.
Auction Centrgaz Construction Undisclosed Bidder OAO Gazprom 102 Gazprom, the listed Russian gas monopoly,
is planning to put up for sale its oil and gas
construction company Centrgaz, reported
Vedomosti. The paper cited a Gazprom
spokesperson who said that Centrgaz
would be sold at an open auction. Two
sources close to Gazprom said the company
would sell a 99.9% stake in Centrgaz for at
least RUB 4.5bn (USD 134.7m).
Expected
Deal
Maxwell
Bank
Financial
Services
Artur Perepelkin
(private investor)
5 Russian investor Artur Perepelkin could
acquire the Russia-based Maxwell Bank
(formerly Agrorybprombank), reported
Kommersant. Cited in the paper, Perepelkin
confirmed that he considers a possibility
of acquiring Maxwell Bank and will take a
final decision on the matter within the next
few days. The buy would be conducted
through the London-registered investment
fund Just IT, in which Perepelkin holds
a 20% stake, Kommersant wrote, citing
the businessman. Maxwell Bank has
assets worth RUB 267m (USD 7.95m),
Kommersant reported, quoting Interfax.
Monthly M&A report – 199

League tables
Top financial advisers – Russia
value
YTD
31-Mar-09
House Value
(€m)
Deal
count
1 JPMorgan 1,415 1
2= Standard Bank Group 237 1
2= Troika Dialog Group 237 1
4= Lazard - 1
4= PricewaterhouseCoopers - 1
Source: mergermarket
volume
YTD
31-Mar-09
Russia
House Value
(€m)
The financial adviser league tables by value and volume have been run from 01 January 2009 to 31 March 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 Russian
Top 5 legal advisers – Russia
value
YTD
31-Mar-09
House Value
(€m)
Deal
count
1 Akin Gump Strauss Hauer & Feld 1,415 2
2 Gibson Dunn & Crutcher 573 2
3 Clifford Chance 237 2
4= DLA Piper 237 1
4= Herbert Smith/Gleiss Lutz/Stibbe 237 1
Source: mergermarket
volume
Deal
count
1 JPMorgan 1,415 1
2= Standard Bank Group 237 1
2= Troika Dialog Group 237 1
4= Lazard - 1
4= PricewaterhouseCoopers - 1
YTD
31-Mar-09
House Value
(€m)
Source: mergermarket
Deal
count
1 Akin Gump Strauss Hauer & Feld 1,415 2
2 Gibson Dunn & Crutcher 573 2
3 Clifford Chance 237 2
4= DLA Piper 237 1
4= Herbert Smith/Gleiss Lutz/Stibbe 237 1
Source: mergermarket
The legal adviser league tables by value and volume have been run from 01 January 2009 to 31 March 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 Russian
Monthly M&A report – 200

Trend graphs
Russian M&A quarterly trend
value volume
value €m
30,000
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 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
Russian M&A quarterly private equity trend
value volume
value €m
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 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
Russian buyouts
Russian exits
number of deals
number of deals
100
10
8
6
4
2
0
80
60
40
20
0
Russia
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
Moving
average
trend line
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
Russian buyouts
Russian exits
Monthly M&A report – 201

Trend graphs
Russian M&A annual trends
value volume
value €bn
80
70
60
50
40
30
20
10
0
2003
2004
2005
YTD 2009
Russian M&A sector breakdown YTD 2009
2006
value volume
0.3%
1.6% 6.3%
1.4%
73.9%
13.4%
3.2%
2007
2008
Financial Services
Consumer
Energy, Mining & Utilities
TMT
Industrials and Chemicals
Leisure
Construction
All Russian M&A
Russian buyouts
Russian exits
number of deals
350
300
250
200
150
100
9.5%
50
0
9.4%
12.5%
2003
6.3%
2004
3.1% 3.1%
12.5%
2005
2006
21.9%
21.9%
2007
Russia
2008
YTD 2009
All Russian M&A
Russian buyouts
Russian exits
Financial Services
Consumer
Energy, Mining & Utilities
TMT
Industrials and Chemicals
Leisure
Business Services
Transportation
Construction
Monthly M&A report – 202

Mid-market deals
Top 10 Russia announced mid-market deals of the month (March 2009)
(€10m to €250m)
Announced Status Target company Sector Target/seller
financial
adviser
6-Mar-09 P Troika Dialog
Group (33%
stake)
19-Feb-09 P Bank VEFK
(undisclosed
stake)
21-Jan-09 C Atomstroiexport
(78% stake)
24-Feb-09 C Dalpolimetall
OAO (50%
stake)
2-Feb-09 C OAO Hotel
Budapest (55%
stake)
13-Mar-09 P OJSC
Multiregional
Transit Telecom
(43.40% stake)
3-Mar-09 C CenterObuv
Trade House
ZAO (33%
stake)
2-Feb-09 P OOO Bananamama
21-Jan-09 C Na Dom Group
(90% stake);
and Promopost
Holdings Ltd
6-Feb-09 C Eldorado-
Centre; and
Salon Svyazi
Eldorado
Financial
Services
Financial
Services
Troika
Dialog
Group
Construction Not
disclosed
Energy,
Mining &
Utilities
Leisure Advising
Seller:
Internal
TMT Advising
Seller:
Internal
Target/seller
legal adviser
DLA Piper;
Herbert
Smith/Gleiss
Lutz/Stibbe
Not
disclosed
Advising
Seller: CKR
Consultants:
Advising
Seller:
Internal
Bidder company Bidder
financial
adviser
Standard Bank Group
Limited
Deposit Insurance
Agency ; NOMOS Bank;
and OTKRITIE Financial
Corporation
Federal Nuclear Energy
Agency (Rosatom) of
Russia
Consumer Sun Investments
Partners Ltd
Standard
Bank
Group
Not
disclosed
Bidder legal
adviser
Clifford
Chance
Not
disclosed
Russia
Seller company Deal Value
(€m)
Russian Mining Company 78
MCG Group JSC VTB
Bank; and
MC Ko Hotels
Management
Ltd
Synterra CJSC AFK Sistema 42
Raymar
Capital Inc
Consumer Alfa Bank Igor Yakovlev
(private
investor); and
Oleg Yakovlev
(private
investor)
Consumer Advising
Seller:
CMS; Paul
Hastings
Janofsky &
Walker
Consumer Advising
Seller:
Hogan &
Hartson
Otto Group Allen &
Overy
Mobile TeleSystems
OJSC
237
218
213
47
32
23
Direct Group 20
Eldorado
(Russia)
C = Completed; P = Pending; L = Lapsed Source: mergermarket
18
Monthly M&A report – 203

Russian M&A quarterly mid-market trend
value volume
value €m
4,000
3,600
3,200
2,800
2,400
2,000
1,600
1,200
800
400
0
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007 2007 2008 2008 2008 2008 2009
number of deals
50
40
30
20
10
0
Russia
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 007 2007 2007 2008 2008 2008 2008 2009
Moving
average
trend line
Monthly M&A report – 204

The stage is yours.
Which role will you play?
The Mergermarket Group’s upcoming events 2009 offers
opportunities for you and your company as a sponsor, speaker
or delegate to position yourself at the forefront of M&A, private
equity, distressed debt and restructuring activity.
Italian M&A and Private Equity Forum ..................................................................................................... Milan, May
Nordic M&A and Private Equity Forum ............................................................................................Stockholm, May
Spanish M&A and Private Equity Forum ............................................................................................... Madrid, June
Debtwire European Forum.............. ........................................................................................................London, June
Middle East M&A and Investment Forum..... ................................................................................... UAE/Dubai, July
African Investment and Deal Forum.... ............................................................................................ Cape Town, July
SEE M&A and Private Equity Forum........ .................................................................................................Athens, July
UK Mid-market Forum.......... ........................................................................................................... Birmingham, July
Brazilian M&A and Private Equity Forum......................................................................................São Paulo, August
Australian M&A and Private Equity Forum ....................................................................................... Sydney, August
Deal Drivers Forum ........................................................................................................................Dublin, September
French M&A and Private Equity Forum .......................................................................................... Paris, September
Russian M&A and Private Equity Forum .................................................................................. Moscow, September
Debtwire Distressed Debt Forum - Italy....... ..................................................................................Rome, September
German M&A and Private Equity Forum ........................................................................ Cologne/Bonn, September
FT/mergermarket CEE M&A and Private Equity Forum ........................................................... Vienna, September
Canadian M&A and Private Equity Forum ......................................................................................Canada, October
Benelux M&A and Private Equity Forum ................................................................................. Amsterdam, October
FT/mergermarket M&A Awards – Asia ................................................................................. Hong Kong, November
FT/mergermarket M&A Awards – Americas ................................................................... New York City, November
FT/mergermarket Private Equity Insight Forum ....................................................................... London, November
BRIC Deal Forum ........................................................................................................................New York, November
FT/mergermarket M&A Awards – Europe ....................................................................................London, December
For more information please contact Sam Spedding on
Sam.Spedding@mergermarket.com or call +44 207 059 6134
upcoming events Tel: +44 (0)20 7059 6134 | www.mergermarket.com

The following notes pertain to data contained in
this publication:
• Deals are included where the deal value is
greater than or equal to EUR5m.
• Where no deal value has been disclosed, deals
are included if the turnover of the target is
greater than or equal to EUR10m.
• 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.
• Q1 2009 refers to the period 01 January 2009
to 31 March 2009.
• YTD 2009 refers to the period 01 January 2009
to 31 March 2009. H1 2009* refers to the
period 01 January 2009 to 31 March 2009.
Part of The Mergermarket Group
www.mergermarket.com
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London, WC2R 0RL
United Kingdom
t: +44 (0)20 7059 6100
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USA
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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
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