Monthly M&A InsIder - Mergermarket

Monthly M&A InsIder 

A mergermArket report on globAl m&A Activity 

november 2009

CONTENTS 

introduction 3 

gm u-turn drives germAn government round the bend 4 

the revivAl of the billion dollAr deAl 6 

A bAnk wAr with A french twist 8 

north AmericA 10 

lAtin AmericA 24 

AsiA-pAcific 37 

chinA 48 

JApAn 60 

AustrAliA 73 

europe 86 

uk 98 

germAny 111 

frAnce 124 

itAly 136 

benelux 148 

iberiA 162 

nordic 175 

cee And cis 190 

russiA 204 

mergermarket 

Monthly M&A InsIder 

middle eAst & north AfricA 215 

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03 

INTrOduCTION 

dOuBLE dIppING 

It has come to that time when bets are placed for the upcoming 

year, and with the level of uncertainty which has encompassed 

the recession it is unclear as to what is in store for 2011. 

Some economists predict a W-shaped recovery which could 

last until 2012. This type of long-winded recovery is akin to 

the 1980s, with the twin recessions of 1980 and 1981-1982 

occurring during the Great depression. 

The potential relapse could be attributed to the ongoing 

sensitive nature of government monetary policy. It has been 

suggested that a wrong move by the government could lead 

the economy back into turmoil. Additionally, rising commodity 

prices could potentially lead to a shock in the economy similar 

to last year when oil prices reached up to $145 a barrel. 

Whether this eventuates, or more or a V-shaped recovery 

occurs, M&A certainly has many hurdles to overcome in the 

New Year. 

head of research – Elias Latsis 

editor – Anna Henderson 

For advertising opportunities contact: 

erik Wickman 

tel: 001 212 6863329 

erik.wickman@mergermarket.com 

In this months edition rory McNeil analyses the decision by 

General Motors not to sell its European division consisting of 

the Opel and Vauxhall marques, while Elizabeth Castro looks 

at the return of the billon dollar deal in the uS. Additionally, 

damien Julliard speculates on a possible tie up between Crédit 

Agricole and Société Générale. 

mergermarket is pleased to offer you the November edition 

of Monthly M&A Insider, a publication which provides you 

with features by mergermarket journalists, all monthly deals, 

potential activity and deal drivers. We hope you continue to find 

it useful. 

By Anna henderson, remark 

north America – Aksana Fitzpatrick 

latin America – Jennifer ruiz 

Asia-Pacific – debbie Jung, Vinay Shahani 

Greater China – Maggie Cheung, Crystal Chan 

Japan – Shunsuke Okano, Anita Wong 

Australia – Cicilie Lofsgard 

europe – Felix Barwinek 

UK – Lars Lundqvist 

Germany – Sola Akinola; Felix Barwinek 

France – damien Julliard 

Italy – Giovanni Gallorini 

Benelux – Kathleen Van Aerden 

Iberia – Samuel Tedjasukmana 

nordic – Laya Monetilbano 

Cee/CIs – Nulifer Sezer 

russia – Irina Arefyeva 

MenA – Marie-Laure Keyrouz 

Monthly M&A report

04 

INTrOduCTION / 

GM u-TurN drIVES 

GErMAN GOVErNMENT 

rOuNd THE BENd 

EArLIEr THIS MONTH, GENErAL MOTOrS (GM), THE NOW STATE-OWNEd uS GIANT THAT FILEd FOr CHApTEr 

11 prOTECTION IN JuNE, ANNOuNCEd THAT IT WOuLd NO LONGEr BE SELLING ITS EurOpEAN dIVISION 

CONSISTING OF THE OpEL ANd VAuxHALL MArquES. 

A deal to sell the European operation to a consortium 

consisting of Magna, the Canadian car parts manufacturer, 

and Sberbank, the russian-based commercial bank, was 

thought to have been all but agreed. However, at the last 

minute, GM announced that it will instead request €3.3bn 

in loan guarantees from the German, Spanish, uK and 

polish governments to sustain and restructure its European 

operations, with GM itself directly injecting a ‘reasonable and 

sizable’ amount of money to cover a portion of the restructuring 

costs, according to its Chief Executive Fritz Henderson. 

The decision sent shockwaves across the Atlantic, angering the 

German government. rainer Brüderle, the German Economics 

Minister, described GM’s conduct and subsequent change 

of heart as ‘totally unacceptable.’ Such a vociferous reaction 

from Berlin was, perhaps, not entirely unexpected. The 

German government had spent a number of weeks intensely 

negotiating with Magna/Sberbank, and had offered to supply 

the full €4.5bn in state loan guarantees requested by the 

buyers as part of any deal. 

The German government’s generosity attracted the attention 

of the European Commission, who were concerned that the 

€4.5bn loan broke state-aid and internal market rules. The 

issue came to light after several German politicians reportedly 

stated that such provisions were only available to the Magna/ 

Sberbank consortium who, coincidentally, had stipulated that 

Opel’s German workforce would be relatively unaffected by its 

restructuring plan. 

The German government responded to the Commission’s 

concerns, assuring them that the aid was available to all 

bidders. This was despite the Government previously refusing 

to financially support an earlier offer from Belgian investment 

group rHJ whose restructuring plans included no similar 

assurances about German jobs, but who were, on the other 

hand, requesting only €3.2bn in state loan guarantees. 

GM’s snub led to the German government demanding 

repayment of the remainder of the €1.5bn bridging loan that it 

had granted Opel when the parent firm had filed for Chapter 11 

protection in the uS, by the end of November. This perceptibly 

petulant response, however, unfazed GM, who confirmed that 

the remaining €400m balance would be paid in full by the end 

of the month. 

GM’s ability to repay this loan has, ironically, been underpinned 

by European governments’ car scrappage schemes, pioneered 

in Germany, but later emulated by other European countries 

including France and the uK. These schemes benefit 

consumers by giving a discount to individuals who scrap 

older vehicles to purchase new ones. For example, in the uK, 

scrapping a car more than ten years old and subsequently 

buying a replacement entitles purchasers to a £2,000 (€2,250) 

discount on the new model. While in Germany, scrapping a car 

more than nine years old makes consumers eligible to a €2,500 

discount on a new vehicle. 

The schemes have been the cornerstone of a revival of 

fortunes in the sector. October alone saw a 11.2% rise in 

European car sales (source: Motortrader.com) as consumers 

took advantage of these time-limited schemes. These 

improvements were also mirrored in the uS, where increased 

car sales were reported by Ford (up 3.1% on the same month 

last year), GM (up 4%) and Asian firm Nissan (up 5.6%). 

A EurOpEAN dISEASE ANd ITS 

rESTruCTurEd CurE 

GM’s decision has been celebrated in some quarters as the 

right decision for both GM and Europe’s car industry. 

Europe has, for some time, produced more vehicles than it 

is able to sell and this government-supported over-capacity 

has been one of the catalysts of the industry’s rapid downfall. 

However, GM’s historic deal with the uS government means 

that it can no longer subsidise this loss-making branch of the 

business – it must return to profit. 

It is almost certain that in order to achieve this, GM will have to 

massively restructure its European operations. The company 

currently has nine vehicle manufacturing plants scattered 

across the region, while Ford, whose European operations 


05 


GM u-TurN drIVES 

GErMAN GOVErNMENT 

rOuNd THE BENd 

managed to turn a uS$1.06bn profit in 2008, operates just 

three. Nick reilly, GM’s Head of International Operations and 

temporary head of the European division after Carl-peter 

Forster was replaced just days after GM’s u-turn, has already 

stated that the €3.3bn government loan will be used to cover the 

cost of dismissing as many as 10,000 employees from across 

Europe, with the view to axing as much as 25% of the division’s 

total capacity as it moves to a more dynamic and flexible 

business structure. 

However, GM’s restructuring plans, which are due to be 

announced in the coming weeks, are highly unlikely to contain 

similar assurances of German job security as the Magna/ 

Sberbank plan did. reacting to the decision, Germany’s 

workforce has already begun a programme of strikes. In 

comparison, the uK worker’s union, unite, has welcomed the 

change, as Vauxhall’s Ellesmere port and Luton plants were on 

the chopping board had the Magna/Sberbank deal gone through 

– despite being two of the most efficient car manufacturing 

plants in Europe. 

The cold-shoulder Berlin is currently giving GM is unlikely to 

continue as it seeks to secure at least some of Opel’s 25,000 

strong German workforce’s future. uK Business Secretary 

Lord Mandelson has already stated that he will offer GM all the 

assistance that it needs to secure Vauxhall’s future, and Berlin’s 

assurances to the European Commission that the support 

offered to the Magna/Sberbank consortium was not exclusive 

may be viewed in a new light should they refuse to offer any 

sort of assistance to GM. Indeed, Angela Merkel, Germany’s 

prime Minister, has already said that Germany will provide 

assistance, but only if GM provides the majority of funding for 

the company’s restructuring. 

However such funding is unlikely to be available anytime soon. 

GM recently released its first set of results after emerging from 

bankruptcy, reporting a uS$1.2bn (€800m) loss for the three 

months until the end of September as its massive restructuring 

programme in North America gets underway. However, despite 

this, Chief Executive Fritz Henderson said that it would be 

repaying uS$6.7bn (€4.5bn) owed to uS government, who have a 

61% holding in the company, early, including an initial payment 

of uS$1.2bn (€800m) in december. 

As a result, it has been rumoured that GM may be able to pay 

back its government loans by mid-2010, some 4 years ahead of 

schedule, and should the firm returned to profitability it could do 

an IpO as early as the end of next year. But, with uncertainties 

as to the long-term profitability of the industry continuing, and 

the sales bubble that international car scrappage schemes have 

created soon to burst, it may be a little early to predict GM’s 

meteoric recovery yet. 

by rory Mcneil, remark 


06 


THE rEVIVAL OF THE 

BILLION dOLLAr dEAL 

NOVEMBEr IS OFF TO A LIVELY STArT IN NOrTH AMErICA WITH THE uS$35BN ACquISITION OF BurLINGTON 

NOrTHErN SANTA FE COrpOrATION, THE uS-BASEd rAILWAY COMpANY, BY BErKSHIrE HATHAWAY – A dEAL 

WHICH NOW rANKS FOurTH AMONG THE LArGEST dEALS OF 2009. THE TrANSACTION HAS prOpELLEd 

AGGrEGATE M&A dEAL VALuE FOr q4 TO rOuGHLY uS$102BN, rEprESENTING 367 dEALS, ANd THE 

quArTEr IS JuST BArELY pAST ITS HALF-WAY MArK. 

q4 is not likely to surpass q1 in terms of aggregate deal 

value. As is to be expected, q1 has seen the highest quarterly 

deal value of the 2009 so far, with the pharmaceutical and 

Biotechnology mega-mergers of pfizer-Wyeth, roche- 

Genentech and Merck-Schering plough together contributing 

uS$150.8bn to the quarter’s uS$220.2bn total. Yet in spite of 

these mammoth figures, q1 is not necessarily in the lead in 

terms of overall large-scale deal activity: in q1, only 10 of the 

total 603 deals exceeded uS$1bn in value, compared to 22 and 

23 billion-plus deals in q2 and q3 respectively. Now, only half 

way into the quarter, q4 has already produced 19 deals in the 

billion-plus category. 

INduSTrY pArALLELS 

Zooming in on the specific high-end deals taking place at the 

moment, it seems current activity is consistent with ongoing 

trends, taking place in the same solid or growing industries 

that fostered the year’s largest deals. The uS$35bn Burlington 

Northern Santa Fe Corporation deal announced this month 

may be q4’s biggest head-turner so far, but most deals worth 

more than uS$1bn over the past month have been in line with 

general M&A themes of the past year, which is a reason to 

believe this string of big deals is not a passing trend. Indeed, 

the three sectors that saw the highest M&A deal values 

in the first half of the year—Life Sciences & Healthcare; 

Energy, Mining, Oil & Gas; and Technology, Media and 

Telecommunications—continue to do so today. 

In keeping with the Healthcare sector’s predominance in the 

first half of the year, the second largest transaction of q4 so 

far also falls in this particular industry: earlier this month, uSbased 

private equity firms TpG Capital and the Canada pension 

plan Investment Board announced their uS$5.1bn acquisition 

of IMS Health, the uS-based Healthcare sector service provider. 

This followed a smaller but still significant transaction in the 

space, in which uS-based Onyx pharmaceuticals announced 

it would pay uS$851m in cash for proteolix Inc. Not unlike the 

major Healthcare mergers of q1, these acquisitions speak to 

the industry’s attractiveness for strategic and financial buyers 

alike: companies servicing the Healthcare industry are expected 

to benefit from the overhaul of the uS Healthcare system, while 

targeted drug development continues to draw Biotech and 

pharma companies to targets with promising pipelines. 

recently announced Energy deals also contain some 

interesting similarities to the year’s earlier transactions: deals 

continue to come out of the sector’s mainstay regions like 

Canada and the uS South, and Asian bidders continue to seek 

large cross-border acquisitions. In the first half of 2009, the 

largest deal was the uS$18.4bn merger of Suncor Energy and 

petro-Canada, followed by Korea-based Sinopec International 

petroleum Exploration and production Company’s uS$8.8bn 

acquisition of Addax petroleum Corporation. 

The same players are popping up in the Energy sector now, 

a case in point being that the largest Energy deal of q4 

to date involves two Texas-based oil companies. In early 

November, denbury resources Inc. (dNr) agreed to buy 

Encore Acquisition Company (EAC) for uS$4bn, creating an 

Energy behemoth as denbury is already the largest oil and 

natural gas operator in Mississippi, and also the owner of the 

largest reserves of CO2 used for tertiary oil recovery east of the 

Mississippi river. Another Southern merger in the uS involves 

Oklahoma-headquartered Chaparral Energy Inc., which was 

acquired by blank check company united refining Energy for 

uS$1.7bn in October. 

Meanwhile, the remaining two of q4’s four Energy deals 

worth more than uS$1bn are inbound deals involving Asian 

acquirers, with Korea National Oil Corporation (KNOC) and 

China Investment Corporation (CIC) both announcing North 

American acquisitions during this time. In October, state-run 

energy producer KNOC announced it would acquire Harvest 

Energy Trust, one of Canada’s largest energy trusts, for 

uS$3.8bn, in line with its North American expansion plans. 

Less than a month after this deal was announced, CIC agreed 

to pay uS$1.6bn for a 15% stake in AES Corporation, a target 

with aggressive expansion plans of its own. The deal provides 

AES with capital for new and existing projects, including solar 

and wind projects, and to meet the increasing demand for 

affordable and sustainable power. 


07 

IntroductIon / 

the revIval of the 

bIllIon dollar deal 

tMt sector activity is also in line with trends from the first half 

of 2009. May of this year witnessed a string of mega-mergers, 

including the uS$15.5bn merger of liberty entertainment and 

the direct tv Group, frontier communications’ acquisition of 

verizon’s wireline operations in 14 states for uS$8.6bn, not to 

mention the much-discussed de-merger of aol time Warner, 

which took the form of a uS$5.6bn acquisition of aol by time 

Warner shareholders. 

these are only a few of the many tMt deals exceeding 

uS$1bn announced in the first half of the year, and Q4 has 

offered up a few of its own. november saw hewlett-Packard 

company’s uS$2.6bn acquisition of 3com corporation, a deal 

that showcases hP’s aggressive expansion: the acquisition 

dramatically expands hP’s offerings, making it the new leader 

in the global networking market, and it will also earn hP 

the target’s 30% share of china’s networking marketplace. 

november also saw the uS$2.1bn merger of cisco Systems 

and Starent networks corp, which brings together tech giants 

focused on the growing mobile multimedia industry. 

fInancIal buyerS GIve M&a a booSt 

Perhaps one of the most notable features of the past month’s 

high-end deal flow is the presence of financial buyers. financing 

issues have made acquisitions difficult for this group, making 

the steadily climbing value of their recent activity all the more 

significant. over the past three months, deal values have 

climbed from uS$3.2bn representing 26 deals in august to 

uS$4.2bn representing 39 deals in September to uS$7.1bn 

representing 36 deals in october. the first two weeks of 

november alone saw 12 deals worth a collective uS$8.5bn. 

the uS$5.1bn acquisition of connecticut-based IMS health 

by the canada Pension-tPG consortium clearly makes a heavy 

contribution to this amount, but it is by no means the only 

significant buyout in terms of value announced over the 

past month. 

Just days after the IMS health acquisition was announced, 

Kohlberg Kravis roberts & co. (KKr) and General atlantic 

teamed up to buy government services company taSc Inc. from 

northrop Grumman for uS$1.7bn, a deal that had been sitting 

in the pipeline for several months. the taSc buyout actually 

followed other substantial acquisitions announced in october: 

that month, uS-based private equity firm clayton, dubilier 

& rice announced it would acquire a 46% stake in uS-based 

cleaning and hygiene product company Johnsondiversey Inc. 

for uS$2.6bn. yet another transaction announced in october 

surpassed the uS$1bn value mark, when blackstone Group 

holdings, through its investment fund blackstone capital v 

lP, agreed to acquire busch entertainment corporation for 

uS$2.3bn. 

over in the financial Services sector, private equity generated 

still more significant deals, mirroring some of the industry’s 

M&a activity earlier in the year. for example, october saw the 

uS$1bn management buyout of first republic bank, backed by 

uS-based private equity firms General atlantic, colony capital 

and Sequoia capital, echoed one of the year’s largest buyout and 

M&a deals, the uS$13.9bn takeover of IndyMac federal bank by 

private equity-backed oneWest bank. 

hoPe for an actIve 2010 

both strategic and financial buyers have offered up plenty 

of reasons to be optimistic for M&a activity going forward. 

Strategics have been moving ahead with expansion plans 

using M&a as a vehicle, while some private equity buyers have 

proved that the debt market is not entirely dried up. after all, 

many buyouts of the past month have received significant 

financing from major banks: blackstone’s acquisition of busch 

entertainment, for example, depended on uS$950m of senior 

credit facilities from uS-banks including bank of america 

Merrill lynch, barclays capital, deutsche bank, Goldman Sachs, 

and Mizuho corporate bank, while clayton, dubilier & rice was 

able to secure financing from banks including Goldman Sachs 

Group Inc., citigroup Global Markets Inc., barclays capital Inc., 

hSbc Securities Inc., natixis, rabobank Securities Inc. and rbc 

capital Markets for its acquisition of Johnsondiversey. 

a steady stream of transactions over the past month have 

given a much-needed confidence boost to the M&a market, 

which for roughly two years seemed to support only distressed 

transactions and mid-market deals. Perhaps the spurt of 

higher-end deal flow will be just the beginning of a significantly 

more active M&a landscape moving into 2010. 

By Elizabeth Castro, Remark 

Monthly M&A Report

08 


a banK War WIth a 

french tWISt 

crédIt aGrIcole and SocIété Générale, the french lISted banKS, have been ruMoured to be 

In the MIdSt of Secret talKS on a PoSSIble tIe-uP WhIch Would Include the french InSurer, 

GrouPaMa, In a three Way MerGer. 

the deal may be structured through an initial merger approach 

from crédit agricole to Groupama. the combined entity would 

then apply for a merger with Société Générale, in which 

Groupama already owns a small stake. 

Société Générale has long been seen as a possible takeover 

target since it narrowly escaped a bid from cross-town 

rival bnP Paribas ten years ago. back in March 1999, as 

Paribas and Société Générale were in the midst of merger 

preparations, bnP launched public stock-for-stock tender 

offers for both banks. the conseil des marchés financiers, the 

french market authority regulation, was required to check the 

validity of this double offer. It announced its verdict at the end 

of august 1999, and the result dictated that bnP would take 

control of Paribas, but that it would be required to give up its 

bid to absorb Société Générale, which remained independent. 

In the subsequent years, speculation has grown as to whether 

or not bnP Paribas still holds hopes of acquiring ‘the one that 

got away’ in 1999. the end to this speculation came in March 

2008, when bnP Paribas confirmed it was studying a possible 

bid for Société Générale as its fellow french bank reeled from 

losses related to rogue trader, Jérôme Kerviel. at the same time 

the french government was discouraging would-be bidders from 

foreign countries, giving a strong advantage to bnP Paribas. 

following this announcement, shares of Société Générale were 

up to €82.72 in Paris, giving the bank a stock market value of 

roughly €40bn, a week after it disclosed an historical €4.82bn of 

losses ascribed to Kerviel, who practically brought the bank to its 

knees. In the midst of the financial crisis, the french government, 

through its plan to support financial markets, refunded Société 

Générale and several other banks. through two cash injections of 

€1.7bn each on 12 december 2008 and 28 May 2009, the french 

state acquired 45,045,045 Société Générale preferential shares 

with no voting rights. 

With market conditions improving, Société Générale did not 

want to be the last in a queue of lenders seeking new share 

capital to rebuild their balance sheets and pay back the 

expensive state aid they had received (the subscription ratio 

for the rights issue was 172%). on 7 november 2009, the bank 

announced it had already bought back all the preferential 

shares that were held by the state. the move was expected; 

Société Générale launched a €4.8bn rights issue on 6 october, 

and the share buy-back was mostly financed by the proceeds of 

the capital increase. other major french banks including bnP 

Paribas and crédit agricole made or are making similar moves 

to reimburse state support provided during the crisis. 

the shares of both crédit agricole and Société Générale have 

lagged behind bnP Paribas over the last year, a period during 

which bnP has emerged as one of the top european banks 

which was least affected by the global financial crisis. the bank 

also acquired the belgium troubled bank, fortis, during this 

period. bnP shares rose around 90% since the beginning of 

this year, while Société Générale has risen by around 40% and 

crédit agricole by about 80%. 

crédit agricole and Société Générale already have joint 

ventures in asset management, amundi, and in brokerage, 

newedge. this structure mimics this of another french 

banking group. natixis, the listed french investment bank, was 

jointly held by banque Populaire and caisse d’epargne before 

their tie-up last summer that gave birth to the french giant 

bPce. Speculation that the two banks might at some point 

envisage a full merger started at the creation of their joint 

ventures, and a full-blown merger between crédit agricole 

and Société Générale could make sense as taking the control 

of Société Générale would boost crédit agricole ‘s calyon 

investment banking arm. 


09 


a banK War WIth 

a french tWISt 

but any transaction would be hard to execute. crédit agricole 

is a mutual bank, and its regional banks, which are the main 

owners of Group, are likely to oppose such deal. but this was 

also the case with banque Populaire and caisse d’epargne, 

which both were mutual banks, with regional banks opposed to 

any tie-up. 

crédit agricole has said it had no plans for talks on a merger 

with rival Société Générale insurer Groupama. Société Générale, 

a 145-year old bank, which has long defended its independence, 

said it had not been approached over a tie-up with agricole 

and Groupama. Groupama declined to comment the situation. 

certainly, it seems if anything is to eventuate between the banks, 

those involved are still very tight-lipped. 

By Damien Julliard 


NORTH AMERICA 

A MERgERMARkET M&A REpORT ON 

NORTH AMERICA 

Food for thought 

• Q3 09 has shown a healthy improvement in M&A volume, 

with a total increase of 22.9% from the first quarter. The 

aggregate value of deals on the other hand has dropped 

by 48.76%, from $220bn in Q1 to just $113bn in Q3. 

• The consumer sector is expected to boost the overall 

M&A market during Q4 09. The main focus is on the food 

producers, such as Cadbury, Smithfield Foods, Snyder’s of 

Hanover and kraft. 

• In early October, grainCorp Ltd, an Australian bulk grain 

handler, has agreed to acquire United Malt Holdings 

(UMH), from Castle Harlan and Champ private Equity, for 

$674m. Malt Holdings Lp, is a US based producer and 

wholesaler of malt; the company generates over $900m in 

annual revenue. 

• On October 8th, pulmuone Wildwood Inc has agreed to 

acquire Monterey gourmet Foods, a US based producer of 

fresh gourmet food products for $42m. Monterey gourmet 

generates $97m in annual revenue. 

• kraft’s offer to acquire Cadbury will add additional $19bn 

to the quarterly figures. The proposed acquisition is 

expected to be financed with cash on hand and the new 

£5.5bn senior unsecured term loan facility. 

M&A in Canada 

• Canadian transactions currently represent 12.8% of the 

total volume of North American deals, valued at $68.1bn 

which represents 12.9% of the total $528bn as of 31 

October 2009. Energy,Mining & Utilities sector drives the 

country’s M&A market, it makes up 83.7% of the total 

activity by value ($51.76bn), and exceeds the US figures by 

$15.8bn. 

• RBC Capital, which is currently ranked #11 on the League 

Tables, is the top Financial Advisory Firm in Canada, 

followed by CIBC World Markets, which is ranked #14 on 

the NA tables. 

• The top Canadian law firm Blake, Cassels & graydon 

advised on 50 transactions in Canada valued at $32.2bn, 

out of the total 62 deals ($99bn) for the entire North 

American region. The firm is ranked #11 on the LA league 

tables. Its closest competitor, Torys, advised on 24 deals 

in Canada valued at $27.9bn. 

Monthly M&A Report 

10

NORTH AMERICA 

DEAL OF THE MONTH 

Target: Harvest Energy Trust Announced: 21 Oct 2009 

Bidder: korea National Oil Corporation Deal value: $3,876m 

Seller: - Deal nature: Acquisition, Cross border, public 

STRUCTURE 

• Harvest Energy Trust (HTE), a Canadian corporation, 

has signed a definitive agreement to be acquired by 

korea National Oil Corporation (kNOC) via a scheme of 

arrangement. 

• Harvest Energy, a Canada based company headquartered 

in Calgary, Alberta, is a listed oil and gas explorer and 

producer. 

• korea National, a South korea based company 

headquartered in Anyang, gyeonggi province, is a state-run 

oil and gas explorer and producer. 

RATIONALE 

• The acquisition is in line with kNOC’s North American 

growth strategy. The acquisition will enhance kNOC’s 

production from 70.000 barrels per day to 123,400 barrels 

per day, nearing its goal of raising daily output to 300,000 

barrels by 2012. 

TERMS 

• CAD 10 (USD 9.65) in cash per HTE share 

• The offer provides a 37% premium over HTE’s closing 

share price of CAD 7.31 (US$ 7.04) per share on 20-Oct-09 

• The implied equity value of the transaction is approx CAD 

1.8bn (US$ 1.74bn). 

• kNOC will assume Harvest’s debt of CAD 2.3bn 

(US$ 2.22bn). 

• kNOC will also make an offer to purchase all the 

outstanding debentures and notes of HTE for a cash 

consideration equal to 101% of the face value thereof, plus 

accrued and unpaid interest, within 30 days following the 

effective date of the agreement. 

• If a superior offer were to emerge for HTE, the company 

would be required to give kNOC at least 5 business days to 

make adjustments to its current offer before HTE’s board 

of directors could effect a change of recommendation of 

the deal. 

CONDITIONS 

• CA (Canada) 

• ICA (Canada) HTE EgM – To be held 5-Dec-09, Ex Date 

9-Nov-09 - (66 2/3% of Harvest unit holders approval 

required) 

EXPECTED COMPLETION 

• The transaction is expected to be completed by 31-Dec-09. 

IRREVOCABLE UNDERTAKINGS 

• The Harvest board of directors, holding 7m shares has 

agreed to vote in the favor of the scheme. 

TERMINATION DATE 

• The termination date for the transaction is 29-Jan-10. 

TERMINATION FEE 

• CAD 100m (US$ 96.54m), or 5.5% based on the implied 

equity value of the deal. The per share increase required to 

cover this fee in a superior offer would be approx. CAD 0.56 

(US$ 0.54). 

POST DEAL DETAILS 

• HTE will stop its distribution and premium Distribution, 

Distribution Reinvestment and Optional Trust Unit 

purchase plan (“DRIp”) immediately. The distribution of 

CAD 0.05 per Unit announced on 8-Oct-09 will be paid in 

cash on 16-Nov-09 to all Harvest unitholders on 22-Oct- 

09. 


11

NORTH AMERICA 

Deal of the month 

Exit multiples - Y/E 31/12/2008 Premium analysis 

Advisers 

Target/Seller Bidder 

Financial tD Securities Financial Bank of america merrill lynch 

Legal Burnet Duckworth & Palmer Legal Vinson & elkins 

Bennett Jones 

mergermarket/dealReporter Intelligence 

Multiples Value ($m) Offer price per share ($) 9.65 

Revenue 0.8 x 4,707 1 day before 36.81% 

EBITDA 4.6x 837 1 month before 46.41% 

EBIT 9.5x 408 1 day after 7.43% 

Earnings 8.5 x 174 Pre-rumor - 

29-oct-09 harvest energy trust (hte) / Korea national oil Corporation (KnoC): Deal Details 

22-oct-09 harvest energy trust was approached by KnoC a couple of months ago, Ceo says 

Timetable and Expected Events 

Regulatory 

Ca (Canada re Competition act of Canada, 14 cd for short form application, 42 cd for long form application 

ICa (Canada) re Investment Canada act, 45 cd initial investigation; can be extended by further 30 cd 

Offer Timetable 

Settlement Date 22-Dec-09 dR est: same day to effective Date, entry into register without further act or formality, from co 

termination Date 29-Jan-10 re date by which merger must be completed before agreement must be amended 

Interim order re decl & directions with respect to the Poa given by British Columbia Supreme Court in Vancouver 

Poa Doc Issued re date merger becomes effective, normally 2 td after eGm approval 

Court hearing re publication of final merger doc 

Company Events 

hte eGm record date 09-nov-09 Y re date shares must be held by in order to vote at the eGm 

hte eGm 15-Dec-09 re approval of merger by target's shareholders; 66 2/3% affirmative vote required to approve; normally 1m from def 

proxy 


12

NORTH AMERICA 

TOp DEALS 

TOP 15 NORTh AMERICAN ANNOUNCED DEALS FOR YTD 31 OCTOBER 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) 

26-Jan-09 C Wyeth pharma, 

Medical & 

Biotech 

pfizer Inc 2.8 11.6 15.3 14.7% 63,266 

30-Jan-09 C genentech Inc pharma, Roche Holding Ltd 7.7 17.4 29.6 13.0% 44,291 

(44.20% stake) Medical & 

Biotech 

9-Mar-09 C Schering plough pharma, Merck & Co Inc 2.3 8.7 22.1 33.9% 43,198 

Corporation Medical & 

Biotech 

10-Jun-09 p Citigroup Inc (36% Financial United States 

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

stake) 

Services Department of the 

Treasury 

23-Mar-09 C petro-Canada Energy, Mining Suncor Energy Inc 

& Utilities 

0.8 2.9 6.2 34.8% 18,400 

4-May-09 p Liberty 

Entertainment Inc 

TMT The DirecTV group Inc - 15,519 

19-Mar-09 C IndyMac Federal Financial MSD Capital Lp; J.C 

n/a n/a - 13,900 

Bank FSB 

Services Flowers & Co LLC; 

Stone point Capital LLC; 

paulson & Co Inc; Soros 

Strategic partners Lp; 

and Silar Advisors Lp 

11-Jun-09 p Barclays global Financial BlackRock Inc Barclays plc n/a n/a - 13,653 

Investors 

Services 

4-Aug-09 p pepsi Bottling group Consumer 

Inc (67% stake) 

pepsiCo Inc 1.0 7.4 49.3 8.6% 10,640 

24-Jun-09 C Addax petroleum Energy, Mining Sinopec International 

2.3 4.7 9.3 15.7% 8,800 

Corporation & Utilities petroleum Exploration 

and production 

Corporation 

13-May-09 p Verizon (local TMT Frontier Communications Verizon 

- 8,600 

wireline operations 

Communications 

in 14 states) 

Inc 

21-May-09 p gMAC (undisclosed Financial United States 

n/a n/a - 7,875 

economic interest) Services Department of the 

Treasury 

28-Sep-09 p Affiliated Computer Business Xerox Corporation 1.1 6.6 17.7 33.6% 7,352 

Services Inc Services 

29-Jun-09 p TEppCO partners Energy, Mining Enterprise products 

0.4 15.9 19.0 9.3% 6,025 

Lp 

& Utilities partners Lp 

20-Apr-09 p Sun Microsystems 

Inc 

TMT Oracle Corporation 0.4 4.9 19.4 42.0% 5,629 

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


13

NORTH AMERICA 

TOp DEALS 

TOP 5 NORTh AMERICAN ANNOUNCED DEALS OF ThE MONTh (OCTOBER 2009) 



1-day 

before 

($m) 

21-Oct-09 p Harvest Energy Energy, Mining korea National Oil 

0.8 4.6 8.5 36.8% 3,876 

Trust 

& Utilities Corporation 

7-Oct-09 p JohnsonDiversey Inc Consumer Clayton, Dubilier & Rice Johnson family; 0.8 9.7 (loss) - 2,600 

Inc 

Unilever plc 

7-Oct-09 p Busch 

Leisure Blackstone group Anheuser-Busch 

- 2,300 

Entertainment 

Corporation 

InBev 

13-Oct-09 p Starent Networks 

Corp 

TMT Cisco Systems Inc 8.3 33.2 42.7 20.6% 2,114 

12-Oct-09 p Chaparral Energy Energy, Mining United Refining Energy Chesapeake 3.6 (loss) (loss) - 1,675 

Inc 

& Utilities Corp 

Energy 

Corporation 



14

NORTH AMERICA 

EXpECTED DEALS 

PIPELINE OF NORTh AMERICAN EXPECTED DEALS 

Situation Target company Sector Potential bidder 

company 

Expected Deal Enerflex Systems 

Income Fund 

Industrials & 

Chemicals 

Expected Deal OpTI Canada Inc Energy, Mining 

& Utilities 

Expected Deal Forsys Metals 

Corp 

Expected Deal Livingston 

International 

Income Fund 

" 

Energy, Mining 

& Utilities 

Toromont 

Industries Ltd 

Undisclosed 

bidder 

Undisclosed 

bidder 

Transportation Mullen group 

Income Fund 

Financial 

adviser to bidder 

(B); target (T); 

seller (S) 

(T)Scotia 

Waterous; TD 

Securities 

(T) Morgan 

Stanley 

Seller 

company 

Market cap/ 

est. value 

($m) 

Comments 

617 Toromont Industries Ltd. (TSX:TIH) 

announced that it has made a proposal to 

Enerflex Systems Income Fund(TSX:EFX. 

UN) to enter into a business combination 

with TIH whereby holders of the trust units 

of EFX would receive cash and shares of 

Toromont representing total consideration of 

CAD13.50 per unit. The consideration would 

be comprised of at least 50% cash, with the 

balance in TIH common shares. Unitholders 

could elect to receive either CAD 13.50 in 

cash or a fixed number of TIH common 

shares, within the limits of total cash and 

shares allocated to the transaction. 

540 OpTI's Board of Directors is assessing a 

range of strategic alternatives that may 

include capital markets opportunities, 

restructuring the current credit facility, 

asset divestitures, and/or a corporate sale, 

merger or other business combination. OpTI 

does not intend to disclose developments 

with respect to the strategic review process 

unless and until its Board of Directors has 

approved a definitive transaction or strategic 

option. 

284 Forsys Metals Corp (FSY) announced that 

is has hired Morgan Stanley to assist with 

its strategic review. The review will examine 

opportunities with the objective of further 

enhancing shareholder value. Opportunities 

include assessment of financing alternatives 

for bringing the Valencia uranium project 

into production, exploring strategic alliances, 

joint venture opportunities, mergers, 

acquisitions, or a sale of all or part of the 

business. 

282 Mullen group Income Fund (MTL) has made 

an unsolicited proposal to acquire Livingston 

International (LIV.UN) by way of a plan of 

Arrangement. Livingston would have to first 

determine that this is a superior proposal 

and break its transaction agreement with 

Cpp Investment Board and Sterling partners 

to enter into an agreement With Mullen. 


15

NORTH AMERICA 

LEAgUE TABLES 

TOP 20 FINANCIAL ADVISERS – NORTh AMERICA 

VALUE 

YTD 

31-Oct-2009 

house Value 

($m) 

Deal 

count 

1 goldman Sachs 263,229 99 

2 Morgan Stanley 233,885 95 

3 JpMorgan 197,309 92 

4 Citigroup 179,066 57 

5 Bank of America Merrill Lynch 171,446 75 

6 Barclays Capital 145,984 40 

7 Credit Suisse 111,787 75 

8 Evercore partners 86,243 18 

9 Deutsche Bank 65,946 59 

10 greenhill & Co 55,769 17 

11 RBC Capital Markets 53,670 49 

12 Lazard 40,901 58 

13 UBS Investment Bank 29,716 57 

14 CIBC World Markets 26,502 21 

15 perella Weinberg partners 24,605 5 

16 Blackstone group 20,177 19 

17 Rothschild 17,174 40 

18 Centerview partners 14,997 4 

19 TD Securities 10,548 21 

20 Macquarie group 9,694 23 

Source: mergermarket 

VOLUME 

The financial adviser league tables by value and volume have been run from 01 January 2009 to 31 October 2009 and exclude lapsed and withdrawn deals. The tables cover all sectors and 

are based on the geography of either the target, bidder or seller being USA and Canada 

TOP 20 LEGAL ADVISERS – NORTh AMERICA 

VALUE 

YTD 

31-Oct-2009 

house Value 

($m) 

Deal 

count 

1 Skadden Arps Slate Meagher & Flom 236,313 95 

2 Simpson Thacher & Bartlett 175,354 49 

3 Wachtell, Lipton, Rosen & katz 147,005 35 

4 Davis polk & Wardwell 145,519 46 

5 Sullivan & Cromwell 144,377 42 

6 Cleary gottlieb Steen & Hamilton 139,966 51 

7 Shearman & Sterling 119,974 61 

8 paul Weiss Rifkind Wharton & garrison 107,906 38 

9 Dewey & LeBoeuf 107,728 61 

10 Cravath Swaine & Moore 106,889 36 

11 Blake, Cassels & graydon 99,006 62 

12 Debevoise & plimpton 94,636 33 

13 Latham & Watkins 93,023 94 

14 Clifford Chance 91,650 43 

15 Stikeman Elliott 84,938 55 

16 Freshfields Bruckhaus Deringer 80,307 29 

17 Cadwalader, Wickersham & Taft 67,843 5 

18 Alston & Bird 62,019 31 

19 Wilson Sonsini goodrich & Rosati 60,877 53 

20 Fried Frank Harris Shriver & Jacobson 49,487 13 


YTD 

31-Oct-2009 

house Value 

($m) 

Deal 

count 



3 JpMorgan 197,309 92 




7 Lazard 40,901 58 

8 Citigroup 179,066 57 


10 Houlihan Lokey 3,697 50 




14 Jefferies & Company 7,397 29 

15 BMO Capital Markets 7,185 27 

16 Sandler O'Neill & partners 3,607 25 

17 pricewaterhouseCoopers 2,918 25 


19 CIBC World Markets 26,502 21 

20 TD Securities 10,548 21 

VOLUME 

YTD 

31-Oct-2009 

house Value 

($m) 

The legal adviser league tables by value and volume have been run from 01 January 2009 to 31 October 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 and Canada 


Deal 

count 

1 Jones Day 16,880 129 



4 kirkland & Ellis 13,813 86 

5 DLA piper 8,332 70 

6 Weil gotshal & Manges 48,855 65 

7 Cooley godward kronish 9,559 63 





12 Baker & Mckenzie 18,966 54 



15 O'Melveny & Myers 5,320 51 


17 McCarthy Tetrault 12,628 49 

18 gibson Dunn & Crutcher 27,931 47 


20 Osler, Hoskin & Harcourt 29,621 44 



16

NORTH AMERICA 

LEAgUE TABLES 

ACTIVITY TABLE OF PRIVATE EqUITY FIRMS ON NORTh AMERICAN BUYOUTS 

VALUE VOLUME 

YTD 

31-Oct-2009 

The private equity buyout activity tables by value and volume are based on private equity firms advising the bidder on buyout deals where the dominant geography of the target company is USA 

and Canada The tables by value and volume have been run from 01 January 2009 to 31 October 2009 and exclude lapsed and withdrawn deals 

VALUE 

YTD 

31-Oct-2009 

house Value 

($m) 

house Value 

($m) 

Deal 

count 

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

1= MSD Capital 13,900 1 

1= Soros Strategic partners 13,900 1 

1= Stone point Capital 13,900 1 

5 Clayton, Dubilier & Rice 3,219 2 


7 LS power group 1,498 1 

8 Harbinger Capital partners 1,206 1 

9 general Atlantic 1,150 2 

10 Colony Capital 1,000 1 


Deal 

count 


2 Benchmark Capital 1,481 9 

3 Sequoia Capital 1405 5 

4 Accel partners 976 6 

5 gTCR golder Rauner 900 3 

6 Venture Frogs 807 1 

7 ABS Ventures 705 2 

8= Apax partners 700 1 

8= good Energies Investments 700 1 

8= HealthCap 700 1 


YTD 

31-Oct-2009 

ACTIVITY TABLE OF PRIVATE EqUITY FIRMS ON NORTh AMERICAN EXITS 

VOLUME 

YTD 

31-Oct-2009 

house Value 

($m) 

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 USA and 

Canada The tables by value and volume have been run from 01 January 2009 to 31 October 2009 and exclude lapsed and withdrawn deals 

Deal 

count 

1 platinum Equity 24 6 

2 golden gate Capital 528 5 

3 ABS Capital partners 99 4 

4 Catterton partners - 4 


6 Centerbridge partners 900 3 

7 One Equity partners 371 3 

8 Wynnchurch Capital 65 3 

9 Milestone partners 31 3 

10 genNX360 Capital partners 10 3 


Deal 

count 

1 Benchmark Capital 1,481 9 


3 American Capital 571 6 

4 Sequoia Capital 1,405 5 

5 New Enterprise Associates 520 5 

6 Warburg pincus 407 5 

7 Menlo Ventures 137 5 

8 Intel Capital 83 5 

9 polaris Venture partners 398 4 

10 First Round Capital 213 4 



17

NORTH AMERICA 

TREND gRApHS 

NORTh AMERICAN M&A qUARTERLY TREND 

VALUE 

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 

04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09* 

NORTh AMERICAN M&A qUARTERLY PRIVATE EqUITY TREND 

VALUE VOLUME 

value ($m) 

225,000 

200,000 

175,000 

150,000 

125,000 

100,000 

75,000 

50,000 

25,000 

0 

Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 

04 04 04 04 05 05 05 05 06 06 

Q3 Q4 Q1 

06 06 07 

Q2 Q3 Q4 

07 07 07 

Q1 Q2 

08 08 

Q3 Q4 

08 08 

Q1 Q2 Q3 Q4 

09 09 09 09* 

North American buyouts 

North American exits 

VOLUME 

volume of deals 

number of deals 

1,400 

1,200 

1,000 

800 

600 

400 

200 

275 

250 

225 

200 

175 

150 

125 

100 

75 

50 

25 

0 

0 

Q1 Q2 Q3 Q4 Q1 

04 04 04 04 05 

Q1 Q2 Q3 Q4 

04 04 04 04 

Q1 Q2 

05 05 

Q2 Q3 Q4 Q1 

05 05 05 06 

Q3 Q4 

05 05 

Q2 Q3 

06 06 

Q4 Q1 

06 07 

Q1 Q2 Q3 Q4 Q1 

06 06 06 06 07 

Q2 Q3 Q4 Q1 Q2 Q3 Q4 

07 07 07 08 08 08 08 

Q2 Q3 Q4 

07 07 07 

Q1 Q2 

08 08 

Q1 Q2 

09 09 

Q3 Q4 

09 09* 

Moving 

average 

trend line 

Q3 Q4 Q1 Q2 Q3 Q4 

08 08 09 09 09 09* 




18

NORTH AMERICA 

TREND gRApHS 

NORTh AMERICAN M&A ANNUAL TRENDS 

VALUE VOLUME 

value ($bn) 

2,000 

1,500 

1,000 

500 

0 

2004 

2005 

2006 

2007 

2008 

YTD 2009* 

All North American M&A 



NORTh AMERICAN M&A SECTOR BREAKDOwN YTD 2009 

VALUE VOLUME 

5.6% 

6% 

14.7% 

18.6% 

3.9% 

0.2% 0.9% 

0.2% 0.1% 

13.8% 1.1 % 

0.2 % 

34.8% 

TMT 

Leisure 

Transportation 

Pharma, Medical & Biotech 

Construction 

Agriculture 

Real Estate 

Defence 

Industrials & Chemicals 

Financial services 

Business services 

Consumer 

Energy, Mining & Utilites 


9.4% 

6,000 

5,000 

4,000 

3,000 

2,000 

1,000 

9.2% 

11.6% 

0 

2004 

0.7% 

1.7% 

3.3% 2.6% 

12.4% 

2005 

0.7% 

0.5% 

2006 

19.1% 

13.5% 

15.2% 

2007 

2008 

YTD 2009* 

All North American M&A 



TMT 





Consumer 


Leisure 

Construction 


Defence 

Real Estate 

Agriculture 


19

NORTH AMERICA 

TREND gRApHS 

NORTh AMERICAN M&A DEAL SIzE BREAKDOwN 

VALUE VOLUME 

value (€bn) 

1,000 

900 

800 

700 

600 

500 

400 

300 

200 

100 

0 

H1 

2004 

H2 

2004 

H1 

2005 

H2 

2005 

H1 

2006 

H2 

2006 

H1 

2007 

H2 

2007 

H1 

2008 

H2 

2008 

H1 

2009 

H2 

2009* 

> €501m 

€251m-€500m 

€101m-€250m 

€15m-€100m 

€5m-€14.9m 


3,000 

2,500 

2,000 

1,500 

1,000 

500 

0 

H1 

2004 

H2 

2004 

H1 

2005 

H2 

2005 

H1 

2006 

H2 

2006 

H1 

2007 

H2 

2007 

H1 

2008 

H2 

2008 

H1 

2009 

H2 

2009* 

> €501m 

€251m-€500m 

€101m-€250m 

€15m-€100m 

€5m-€14.9m 

Value not disclosed 


20

NORTH AMERICA 

MID-MARkET DEALS 

TOP 10 NORTh AMERICAN ANNOUNCED MID-MARKET DEALS OF ThE MONTh (OCTOBER 2009) 

($10M TO $250M) 

Announced Status Target company Sector Target/seller 

financial 

adviser 

19-Oct-09 p Agrium Inc 

(Nitrogen 

production 

assets 50% 

stake) 

Industrials & 

Chemicals 

9-Oct-09 p phibro LLC Financial 

Services 

19-Oct-09 p Wear Me 

Apparel LLC 

6-Oct-09 p ICT group Inc Business 

Services 

9-Oct-09 p Sunrise Senior 

Living Inc (21 

assisted living 

communities) 

8-Oct-09 p First Advantage 

Corporation 

(26% stake) 

19-Oct-09 p Connaught 

Energy Ltd 

Advising 

Seller: 

goldman 

Sachs; RBC 

Capital 

Markets 

Advising 

Seller: 

Citigroup 

Consumer Evercore 

partners 

pharma, 

Medical & 

Biotech 

Business 

Services 

Energy,Mining 

& Utilities 

27-Oct-09 p ScanSafe Inc Business 

Services 

19-Oct-09 p penn Foster Inc Business 

Services 

greenhill 

& Co 

Advising 

Seller: 

goldman 

Sachs 

Morgan 

Stanley 

FirstEnergy 

Capital 

Advising 

Seller: 

Signal Hill 

Capital 

Target/seller 

legal adviser 

Advising 

Seller: paul 

Weiss Rifkind 

Wharton & 

garrison 

Morgan Lewis 

& Bockius; 

Skadden 

Arps Slate 

Meagher & 

Flom (Advising 

greenhill & Co) 

Dewey & 

LeBoeuf 

Osler, Hoskin 

& Harcourt 

Advising Seller: 

Nixon peabody 

22-Oct-09 p WiChorus Inc TMT Wilson Sonsini 

goodrich & 

Rosati 

Bidder company Bidder 

financial 

adviser 

Terra Industries 

Inc 

Occidental 

petroleum 

Corporation 

Bidder legal 

adviser 

Vinson & 

Elkins 

Seller company Deal 

value 

($m) 

Agrium Inc 250 

Citigroup Inc 250 

LF USA Inc 222 

Sykes 

Enterprises 

Incorporated 

Brookdale Senior 

Living Inc 

The First 

American 

Corporation 

glamis 

Resources Ltd 

Cisco Systems 

Inc 

princeton Review 

Inc 

Credit 

Suisse 

gMp 

Securities; 

Macquarie 

group 

UBS 

Investment 

Bank 

Tellabs Inc Credit 

Suisse 

Shumaker 

Loop & 

kendrick 

Skadden 

Arps Slate 

Meagher & 

Flom 

gibson Dunn 

& Crutcher 

Heenan 

Blaikie 

Fenwick & 

West 

goodwin 

procter 

Sunrise Senior 

Living Inc 

Balderton 

Capital; Montagu 

Newhall 

Associates 

Inc;and Scale 

Venture partners 

The Wicks group 

of Companies 

LLC 

205 

204 

202 

199 

183 

170 

Sidley Austin Accel partners; 

Mayfield Fund; 

pinnacle 

Ventures;and 

Redpoint 

Ventures 

165 



21

NORTH AMERICA 


NORTh AMERICAN M&A qUARTERLY MID-MARKET TREND 

VALUE VOLUME 

value ($m) 

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 Q Q4 Q1 Q2 Q3 Q4 

04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09* 


600 

500 

400 

300 

200 

100 

0 


04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09* 

Moving 

average 

trend line 


22

NORTH AMERICA 

MID-MARkET LEAgUE TABLES 

TOP 15 MID-MARKET FINANCIAL ADVISERS – 

NORTh AMERICA 

($10M TO $250M) 

YTD 

31-Oct-2009 

Value: 

Volume: 

house Value 

($m) 

Deal 

count 

1 JpMorgan 4,535 33 









10 Lazard 1,580 18 



13 Citigroup 1,409 12 

14 Scotia Capital 1,351 10 











10 Lazard 1,580 18 


12 peters & Co 1,134 16 





The financial adviser league tables by value and volume have been run from 01 January 

2009 to 31 October 2009 and exclude lapsed and withdrawn deals. The tables cover all 

sectors and are based on the geography of either the target, bidder or seller being USA & 

Canada 

TOP 15 MID-MARKET LEGAL ADVISERS – 

NORTh AMERICA 

($10M TO $250M) 

YTD 

31-Oct-2009 

Value: 

Volume: 

house Value 

($m) 

Deal 

count 





5 Jones Day 2,644 43 








13 Vinson & Elkins 1,906 15 



1 Jones Day 2,644 43 







8 DLA piper 1,730 29 


10 Osler, Hoskin & Harcourt 1,705 25 







The legal adviser league tables by value and volume have been run from 01 January 

2009 to 31 October 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 


23

LATIN AMERICA 

A MERgERMARkET M&A REpoRT oN 

LATIN AMERICA 

HPH finalizes withdrawal from TIDE while 

several consortia prepare offers estimated 

at $550m 

• The Hong kong-based port operator Hutchison port 

Holdings (HpH) has finalized its withdrawal from a 

30-year concession to operate the Manta, Ecuadorinternational 

port through the operating company 

Terminales Internacionales del Ecuador (TIDE), a source 

said. According to the source, a commission from the 

government controlled Authoridad portuaria de Manta 

(ApM) port authority met with HpH Executive Yerry Jin in 

mid-September and agreed to finalize its concession over 

the Manta port on 1 october. 

• HpH was originally awarded the concession in January 

2006 in exchange for an agreement to invest $523m in 

the construction of a deepwater port at Manta, the source 

explained. The source noted that HpH had been accused 

by both the ApM and Ecuador’s president Rafael Correa of 

failing to meet the cargo handling capacity it had agreed 

to develop. Under HpH’s original offer with ApM, HpH 

said it would increase the port’s overall capacity to 2.2 

million containers per year, and would receive USD 55m 

in government capital support to develop the project. 

• Troubles began to arise in February of this year, the 

source explained, and after alleging that the Correa 

government of unilaterally increased the cargo handling 

quota terms of the concession agreement, HpH 

announced its plan to withdraw. After being awarded the 

concession in 2006, HpH formed the Ecuador-based port 

operating company TIDE to administer the concession. 

According to the source, as part of the ApM’s negotiations 

with Jin, TIDE will remain intact, leaving open the 

possibility of bringing on a new port operator to takeover 

the concession from where HpH left off. The source said 

six international consortia representing interests from 

Singapore, China, Spain and Venezuela have approached 

ApM with offers for the concession. 

• Although uncertain of all the companies involved, the 

source said the Maritime and port Authority of Singapore 

(MpA) is considered a likely bidder. The source noted 

that unlike 2006, when HpH was the sole bidder for the 

concession, demand could up the ante on investment 

offers. The source estimated potential bids at $550m. 

Positivo Informatica will reject any takeover 

approaches; could acquire in Latin America 

• positivo Informatica, the listed Brazil-based pC 

manufacturer, will reject any takeover bids and instead 

could look at opportunities in Latin America, Chief 

Executive officer Helio Rotemberg said. “We refused a 

proposal from Lenovo in December 2008, our shares 

prices increased and the company is still growing,” 

Rotemberg told this news service. 

• Rotemberg said positivo is “fundamentally focused” in 

the Brazilian market. “We are still having discussions 

about the Latin American market, and the company does 

not rule out anything, including acquiring competitors,” 

Rotemberg said. The CEo added that the company’s M&A 

strategy depends on finding good opportunities. 

• With BRL 2bn ($1.1bn) in net revenues in 2008, positivo 

leads the Brazilian pC market with a 13.6% share, 

according IDC Brasil. In 3Q09, the company beat its 

record, with the sale of 528,500 computers, according 

its last quarterly report. positivo is also produces and 

distributes software, including educational software, 

games for kids, online dictionaries, and language 

courses. The company sells Disney films in DVD, printer 

ink cartridges, HDTV set top boxes (for Brazilian Digital 

TV) and gadgets like Mp3 players and the Quicktionary. 

positivo also manufactures computer servers. 

• positivo has Banco Itau as financial advisor and Deloitte 

Touche Tohmatsu as independent auditor. 


24

LATIN AMERICA 

DEAL oF THE MoNTH 

Target: gVT (Holding) SA Announced: 07 october 2009 

Bidder: Telecomunicacoes de Sao paulo SA Deal value: $3,818m 

Seller: Deal nature: Acquisition, Cross border, public 

STRUCTURE 

• Telecomunicacoes de Sao paulo SA (TSp) has made a 

tender offer for all outstanding shares in gVT (Holding) SA 

(Bovespa: gVTT3). 

• gVT, a Brazil based company headquartered in Curitiba, is 

a telecommunications company. 

• Telecomunicacoes de Sao paulo SA, a Brazil based 

company, is a provider of fixed-line telecommunications 

services and is a subsidiary of Telefonica SA, a Spain based 

telecommunications provider 

TERMS 

• BRL 48.00 ($27.19) in cash per gVT share. 

• The implied equity value of the transaction is approx. BRL 

6.17bn ($3.49bn). 

• The offer provides a premium of 17.34 % over gVT’s closing 

share price of BRL 40.90 as of 06-oct-09, the last trading 

day prior to the announcement, and a premium of 38.72% 

over gVT’s closing share price of BRL 36.40 as of 04-Sep- 

09, one month prior to the announcement. 

RATIONALE 

• The acquisition is in line with Telecomunicacoes de Sao 

paolo’s strategy to expand its geographical presence. 

POST DEAL DETAILS: 

• The acquired businesses in Brazil and abroad will be 

combined with the other divisions of the Marfrig group. 

CONDITIONS 

• ANATEL (Brazil) 

• CADE (Brazil). 

• Minimum acceptances of 51%. 

• Waiver by gVT shareholders of the anti-takeover provisions 

of gVT’s bylaws in relation to the offer. 

BACKGROUND 

• on 08-Sep-09, Vivendi SA launched an offer for all 

outstanding shares of gVT at a price of BRL 42.00 ($22.82) 

per gVT share. 

UPDATE: 03-NOV-09: 

• During an extraordinary shareholders meeting, gVT 

shareholders approved the waiver of the company’s 

poison pill. 

UPDATE: 04-NOV-09: 

• TSp increased its offer price to BRL 50.50 ($28.69) 

following gVT’s 3rd quarter earnings release on 21-oct- 

09, which gave TSp an even higher conviction about the 

potential of value creation as a result of the combination of 

gVT’s and Telesp’s operations. Under the revised offer, the 

implied equity value of the transaction is approx. 

BRL 6.49bn ($3.69bn). 


25

LATIN AMERICA 

DEAL oF THE MoNTH 



Revenue 4.2x 909.37 1 day before 28.6% 

EBITDA 17.8x 214.67 1 month before 58.23% 

EBIT - - 1 day after 6.38% 

Earnings 281.8x 13.8 Pre-rumour - 

Advisers 


Financial goldman Sachs 

Financial JpMorgan 

Credit Suisse 

Barclays Capital 

Santander global Banking and Markets 


29-oct-09 

20-oct-09 

12-oct-09 

Telefonica open to renegotiating forward-start facility, insider says (dealReporter) 

gVT: Vivendi still examining possibility of counter-bid despite calls it should give up (dealReporter) 

Telefonica asks regulator to approve gVT acquisition; seeking approval within 40 days – report (Cinco Dias) 


Regulatory 

ANATEL (Brazil) re approval by Agencia Nacional de Telecomunicacoes - Brazil's National Telecommunications Agency 

CADE (Brazil) re approval by Conselho Administrativo de Defesa Economica - Brazil's regulatory authority 


offer Commence 07-oct-09 Y re date at which share tender offer begins; 51% tender required 

offer Expiration 19-Nov-09 re date by which all shares must be tendered 

Effective Date re date merger becomes effective 

Settlement Date re date payment can be expected by 


26

LATIN AMERICA 

Top DEALS 

TOP 15 LATIN AMERICAN ANNOUNCED DEALS YTD 31 OCTOBER 2009 

Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia Deal 


1-day before value 

($m) 

21-Jul-09 p Aracruz Celulose SA Industrials & Fibria 2.3 8.4 (loss) - 4,307 

(55.20% stake) Chemicals 

7-oct-09 p gVT (Holding) SA TMT Telecomunicacoes de 

Sao paulo SA 

4.2 17.8 281.8 28.6% 3,818 

8-Sep-09 p gVT (Holding) SA TMT Vivendi SA global Village 

Telecom 

(Holland) BV;and 

Swarth group 

3.4 14.2 224.2 23.6% 3,064 

19-May-09 p Sadia SA (88% 

stake) 

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

20-Apr-09 p Banco UBS pactual Financial BTg Investments Lp UBS Ag n/a n/a - 2,500 

SA 

Services 

22-oct-09 p oy Metsa-Botnia Agriculture UpM-kymmene oyj oy Metsa-Botnia 

2,405 

Ab (Uruguay 

operations) 

Ab 

23-Apr-09 C Terna participacoes Energy, Mining Cemig geracao e Terna - Rete 8.1 9.5 59.0 34.3% 2,177 

S.A. 

& Utilities Transmissao S.A Elettrica 

Nazionale SpA 

29-Jan-09 C glencore 

Energy, Mining Xstrata Coal South glencore 

- 2,000 

International Ag 

(prodeco business 

in Colombia) 

& Utilities America Ltd 


7-May-09 C Siderurgica del Industrials & Corporacion Venezolana Ternium SA - 1,970 

orinoco CA (59.70% 

stake) 

Chemicals de guayana 

5-Aug-09 p Casas Bahia Consumer Michael klein (private Saul klein 

1.0 - 1,888 

Comercial Ltda 

Individual) 

(private 

(25% stake) 

Individual) 

9-Jan-09 C Banco Votorantim Financial Banco do Brasil SA Votorantim n/a n/a - 1,353 

(50% stake) Services 

Financas 

20-Jan-09 C Aracruz Celulose SA Industrials & Fibria Lorentzen group 3.6 10.2 (loss) -19.9% 1,178 


5-Mar-09 C Aracruz Celulose SA Industrials & Fibria Arainvest 

3.5 9.9 (loss) 65.4% 1,110 


participacoes SA 

30-Jan-09 C VBC Energia SA Energy, Mining Construcoes e Comercio grupo 

- 1,110 

(50% stake) & Utilities Camargo Correa S.A. Votorantim 

19-May-09 p Sadia SA (12% 

stake) 

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



27

LATIN AMERICA 

Top DEALS 

TOP 5 LATIN AMERICAN ANNOUNCED DEALS FOR YTD 31 OCTOBER 2009 




7-oct-09 p gVT (Holding) SA TMT Telecomunicacoes de 

Sao paulo SA 

4.2 17.8 281.8 28.6% 3,818 

22-oct-09 p oy Metsa-Botnia Agriculture UpM-kymmene oyj oy Metsa-Botnia 

- 2,405 

Ab (Uruguay 

operations) 

Ab 

19-oct-09 p Bradesco Dental Financial odontoprev SA Bradesco Saude n/a n/a - 417 

S.A. 

Services 

S.A 

13-oct-09 C Empresa de Energy, Mining Brasil Energia fund - 168 

Investimento em 

Energias Renovaveis 

S.A. (23.07% stake) 

& Utilities 

1-oct-09 C Chicontepec Basin Energy, Mining BlackWatch Energy 

- 68 

(6 drilling rigs) & Utilities Services Corp 


TOP 5 CHILEAN ANNOUNCED DEALS FOR YTD 31 OCTOBER 2009 


financial 

28-Jul-09 C Lafarge Chile SA Construction Advising Seller: 

CALYoN; 

Morgan 

Stanley; 

Rothschild 

31-Jul-09 p INg group 

NV (Annuity 

and Mortgage 

business) 

4-Sep-09 p VTR globalCom 

SA (20% stake) 

25-Jun-09 p Empresa Electrica 

Lican (55% stake); 

Iberoamericana de 

Energia IBENER 

SA (94.74% stake) 

Financial 

Services 


Citigroup 

Seller 

company 

Advising 

Seller: Carey 

y Cia 

Advising 

Seller: Carey 

y Cia 


financial 

adviser 

grupo Brescia Celfin 

Capital 

CNA Chile 

Compania de 

Seguros de Vida 

S.A 

Bidder legal 

adviser 

Claro y Cia; 

Rebaza & 

Alcazar 

Abogados 

Financieros 


value 

($m) 

Lafarge SA 460 

INg group NV 350 

TMT Celfin Capital Cristalerias de 

Chile SA 

Energy, 

Mining & 

Utilities 

8-Jan-09 C FullFresh Consumer Southern Cross 

group 

C = Completed; p = pending; L = Lapsed 

CgE generacion Iberdrola 

Energia; 

Iberdrola 

Energia de Chile 

Limitada 

Santander 

global 

Banking and 

Markets 

Barros & 

Errazuriz 

Abogados 

295 

282 

Mosa family 87 


28

LATIN AMERICA 

Top DEALS 

TOP 5 ANDEAN ANNOUNCED DEALS FOR YTD 31 OCTOBER 2009 


financial 

29-Jan-09 C glencore 


(prodeco business 

in Colombia) 

Energy, 

Mining & 

Utilities 

10-Mar-09 C Hocol SA Energy, 

Mining & 

Utilities 

Deloitte; 

Advising 

Seller: Morgan 

Stanley 


BNp paribas 

Seller 

company 

Advising 

Seller: 

Slaughter 

and May 

Advising 

Seller: Barbe 

Carpentier 

Thibault 

groener 

Associes; 

Travers Smith 

10-Jul-09 p protabaco Ltda Consumer JpMorgan Hogan & 

Hartson; 

Ibarra 

Abogados 

16-Mar-09 C oleoducto Central 

SA (24.70% stake) 

3-Mar-09 C Compania 

Colombiana de 

Inversiones SA 

(15.30% stake) 


Energy, 

Mining & 

Utilities 

Energy, 

Mining & 

Utilities 

Advising 

Seller: Baker 

& Mckenzie 


financial 

adviser 

Xstrata Coal 

South America 

Ltd 

Deutsche 

Bank; 

Rothschild; 

JpMorgan 

Bidder legal 

adviser 

Conyers Dill 

& pearman; 

Freshfields 

Bruckhaus 

Deringer; 

Linklaters 

Ecopetrol SA Citigroup Shearman & 

Sterling 

philip Morris 

International Inc 

Credit 

Suisse 

Hunton & 

Williams; 

prieto & 

Carrizosa 

Ecopetrol SA Shearman & 

Sterling 

Inversiones 

Argos SA 


value 

($m) 

glencore 2,000 


Maurel et prom 

SCA 

580 

452 

Enbridge Inc 418 

Citigroup 105 


29

LATIN AMERICA 


PIPELINE OF LATIN AMERICAN ExPECTED DEALS 

Situation Target 

company 

Rumoured 

takeover target 

Rumoured 


Rumoured 


Sector Potential bidder 

company 

TgN Energy, Mining 

& Utilities 

Express de 

Santiago 

Uno 

MMX or 

MMX 

Sudeste 

Financial 

adviser to 

bidder (B); 

target (T); 

seller (S) 

Emgasud Barclays 

plc (T) 

Seller company Market cap/ est. 

value ($m) 

Techint 

Compania 

Tecnica 

Internacional 

SACI 

USD 344m 

(TgN debt) 

Transportation grupo Rios USD 34m 

(target 

revenue) 


& Utilities 

Expected deals based on confirmed announcements by companies involved 

Wuhan grupo EBX USD 850m 

(capital 

requirements 

of MMX) 

Comments 

Emgasud, the Argentine energy company, has offered 

to buy a majority stake in Transportadora de gas 

del Norte (TgN), a local natural gas transporter, 

pagina/12 reported. The paper cited Alejandro 

Ivanissevich, owner of Emgasud, as saying that that 

TgN business plan must be redone, the company has 

failed in its strategy and Emgasud can provide one 

for the company. As reported, TgN defaulted on its 

USD 344m debt in December. The value of its bonds 

fell to 10 cents. Following the default declaration, the 

company must face government intervention. 

It was reported that grupo Rios, the Colombiabased 

conglomerate, is in talks to acquire Chilean 

mass transportation company Express de Santiago 

Uno. According to the article sources say grupo 

Rios is currently restructuring the conglomerate’s 

management and is preparing a strategy to spur 

growth in Chile through acquisitions. It also states 

the group is already in advanced negotiations and, 

following the deal, may seek to merge Express de 

Santiago Uno with Alsacia, its mass transportation 

subsidiary. Express Santiago Uno, the operator of the 

Troncal 4 bus line, has annual revenues of USD 34m. 

Wuhan, the China based steelmaker, has been 

reported to be in advanced talks about taking an 

equity stake in MMX, the mining holding company 

of the Eike Batista group, or its MMX Sudeste 

subsidiary. Ricard Antunes, president of EBX 

subsidiary LLX Logistica, confirmed that talks 

were underway regarding Wuhan’s taking an equity 

stake in MMX. If confirmed, the deal would require 

a primary emission of shares by MMX, noted the 

report adding that the capital raised from Wuhan 

would guarantee the funds needed to execute MMX’s 

business plan. 


30

LATIN AMERICA 

LEAgUE TABLES 

TOP 15 FINANCIAL ADVISERS – LATIN AMERICA 

VALUE 

YTD 

31-Oct-2009 

House Value 

($m) 

Deal 

count 


2 JpMorgan 14,810 16 




6 Estater Assessoria Financeira 7,344 5 

7 Banco Bradesco 6,022 8 


9 Santander global Banking and Markets 5,614 5 

10 BNp paribas 5,250 5 



13 Calyon 3,524 2 

14 pohjola Corporate Finance 2,405 1 

15 global M&A 2,205 4 


VoLUME 

YTD 

31-Oct-2009 

House Value 

($m) 

The financial adviser leue tables by value and volume have been run from 01 January 2009 to 31 october 2009 and exclude lapsed and withdrawn deals. The tables cover all sectors and are based 

on the geography of either the target, bidder or seller being Latin America 

TOP 15 LEGAL ADVISERS – LATIN AMERICA 

VALUE 

YTD 

31-Oct-2009 

House Value 

($m) 

Deal 

count 

1 Machado Meyer Sendacz e opice 16,911 19 

2 Barbosa, Mussnich & Aragao 9,766 12 

3 pinheiro Neto Advogados 8,514 11 


5 Tozzini Freire Teixeira E Silva Advogados 7,034 8 


7 Motta Fernandes Rocha Advogados 6,884 5 

8 Bredin prat 6,710 4 


10 Mattos Filho, Veiga Filho, Marrey Jr. e 

Quiroga Advogados 

4,607 16 


12 Linklaters 4,371 4 

13 DLA piper 4,347 3 

14= Bocater, Camargo, Costa e Silva Advogados 3,577 2 

14= Fontes, Tarso Ribeiro Advogados 3,577 2 


Deal 

count 


2 JpMorgan 14,810 16 




6 Banco Bradesco 6,022 8 



9 Estater Assessoria Financeira 7,344 5 



12 global M&A 2,205 4 


14 Bank of America Merrill Lynch 545 4 


VoLUME 

YTD 

31-Oct-2009 

House Value 

($m) 


The legal adviser leue tables by value and volume have been run from 01 January 2009 to 31 october 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 Machado Meyer Sendacz e opice 16,911 19 



4,607 16 

3 Barbosa, Mussnich & Aragao 9,766 12 

4 pinheiro Neto Advogados 8,514 11 

5 Tozzini Freire Teixeira E Silva Advogados 7,034 8 


7 prieto & Carrizosa 583 8 

8 Estudio Muniz, Ramirez, perez-Taiman 

& olaya Abogados 

227 8 



11 Carey y Cia 964 6 

12 Motta Fernandes Rocha Advogados 6,884 5 


14 Rodrigo Elias & Medrano 43 5 

15 Bredin prat 6,710 4 



31

LATIN AMERICA 

TREND gRApHS 

LATIN AMERICAN M&A qUARTERLY TREND 

VALUE VoLUME 

value ($m) 

60,000 

50,000 

40,000 

30,000 

20,000 

10,000 

0 


04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09* 

LATIN AMERICAN M&A qUARTERLY PRIVATE EqUITY TREND 

VALUE VoLUME 

value ($m) 

2,500 

2,000 

1,500 

1,000 

500 

0 


04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09* 

Latin American buyouts 

Latin American exits 



175 

150 

125 

100 

75 

50 

25 

0 

15 

12 

9 

6 

3 

0 


04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09* 

Moving 

average 

trend line 


04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09* 




32

LATIN AMERICA 

TREND gRApHS 

LATIN AMERICAN M&A ANNUAL TRENDS 

VALUE VoLUME 

value ($bn) 

120 

100 

80 

60 

40 

20 

0 

2004 

2005 

2006 

2007 

2008 

YTD 2009* 

All Latin America M&A 



LATIN AMERICAN M&A SECTOR BREAKDOwN YTD 2009 

VALUE VoLUME 

15.1% 

0.8% 

0.9% 

3.7% 

1.6% 

16.7% 

3.1% 

6.1% 

0.4% 

16.1% 

17.9% 

17.7% 

Consumer 


Energy, Mining & Utilities 

Financial Services 

Business Services 

TMT 


Construction 

Transport 

Real Estate 

Agriculture 

Leisure 


500 

400 

300 

200 

100 

0 

2004 

2.5% 

2005 

2006 

2007 

2008 

YTD 2009* 

All Latin America M&A 



3.2% 

3.6% 

4.3% 

19.9% 

Consumer 


4.6% 

5.0% 




5.7% 

TMT 

16.4% Pharma, Medical & Biotech 

7.1% 

Construction 

Transport 

Real Estate 

12.1% 

15.7% 

Agriculture 

Leisure 


33

LATIN AMERICA 


TOP 10 LATIN AMERICAN ANNOUNCED MID-MARKET DEALS YTD OCTOBER 2009 

($10M To $250M) 


financial 

adviser 

23-Sep-09 C Fabrica Nacional 

de Cementos SA 

(93.80% stake) 

26-Aug-09 C Tafisa Brazil SA Industrials & 

Chemicals 

Target/seller 

legal adviser 

Construction Corporacion 

Socialista 

Cementera 

Advising 

Seller: 

JpMorgan 


financial 

adviser 

placas do 

parana SA 

9-Apr-09 p Shefa Consumer Rezende 

Barbosa SA 

Administracao e 

participacoes 

9-Jun-09 p Yamana gold Inc 

(San Andres gold 

Mine); Yamana 

gold Inc (Sao 

Francisco gold 

Mine);and Yamana 

gold Inc (Sao 

Vicente gold Mine) 

2-Apr-09 p Credito 

Inmobiliario 

Terras 


& Utilities 

Financial 

Services 

Advising 

Seller: 

National Bank 

Financial 


Cassels Brock 

& Blackwell 

8-Jan-09 p LA Hotels SA Leisure Barbosa, 

Mussnich & 

Aragao 

18-Feb-09 C Abyara 

planejamento 

Imobiliario SA 

(62.13% stake) 

18-Jun-09 p Seguros La 

previsora 

24-Sep-09 C paulicred 

promotora de 

Negocios 

26-May-09 C Lider Aviacao 

Holding SA 

(42.50% stake) 

Real Estate Morgan 

Stanley; 

Valuation 

Consultoria 

Empresarial 

Financial 

Services 

Financial 

Services 

Advising 

Seller: guarita 

& Associados; 

J. Ferraz 

Business 

Development 

pinheiro Neto 

Advogados 


Lobo & de Rizzo 

Advogados 

Transportation Credit Suisse Machado Meyer 

Sendacz e opice 

Aura Minerals 

Inc 

Caja de 

Ahorros del 

Mediterraneo 

Invest Tur Brasil- 

Desenvolvimento 

Imobiliario 

Turistico SA 

IpU 

participacoes 

SA 

genuity 

Capital 

Markets 

Bank of 

America 

Merrill 

Lynch 

Banco 

Bradesco 

Bidder legal 

adviser 

Simpson Thacher 

& Bartlett 

Blake, Cassels 

& graydon; 

DuMoulin Black 

Seller 

company 

Deal 

value 

($m) 

Lafarge SA 247 

SCS Beheer 

BV;and 

Tableros 

de Fibras 

Ibericos SL 

Yamana gold 

Inc 

kpMg Abogados gMAC-RFC 

Auritec SA 

Mattos Filho, 

Veiga Filho, 

Marrey Jr. 

e Quiroga 

Advogados 

Mattos Filho, 

Veiga Filho, 

Marrey Jr. 

e Quiroga 

Advogados 

Banivest Banco 

de Inversion 

Banco Fibra pinheiro 

guimaraes 

Advogados 

BL 

participacoes 

JpMorgan Bird & Bird; 

gardere 

Wynne Sewell; 

MacRoberts; 

Motta Fernandes 

Rocha 

Advogados; 

NautaDutilh; 

Wachtell, Lipton, 

Rosen & katz 

gp 

Investments 

Limited 

Banco 

paulista SA 

227 

220 

200 

195 

192 

190 

185 

176 

174 



34

LATIN AMERICA 


LATIN AMERICAN M&A qUARTERLY MID-MARKET TREND 

VALUE VoLUME 

value ($m) 

6,000 

5,000 

4,000 

3,000 

2,000 

1,000 

0 


04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09* 


100 

80 

60 

40 

20 

0 


04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09* 

Moving 

average 

trend line 


35

LATIN AMERICA 



LATIN AMERICA 

($10M To $250M) 

YTD 

31-Oct-2009 

Value: 

Volume: 

House Value 

($m) 

Deal 

count 


2 Banco Bradesco 405 3 

3 Credit Suisse 393 5 

4 goldman Sachs 319 2 

5 Morgan Stanley 309 3 

6 UBS Investment Bank 281 4 

7 Citigroup 273 4 

8 patria-Banco de Negocios 211 2 

9 Deutsche Bank 202 3 

10= genuity Capital Markets 200 1 

10= National Bank Financial 200 1 





5 Banco Bradesco 405 3 




9 patria-Banco de Negocios 211 2 

10 Santander global Banking and Markets 190 2 



2009 to 31 october 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 


LATIN AMERICA 

($10M To $250M) 

YTD 

31-Oct-2009 

Value: 

House Value 

($m) 

Deal 

count 



1024 10 

2 Barbosa, Mussnich & Aragao 767 5 

3 Machado Meyer Sendacz e opice 699 8 

4 pinheiro Neto Advogados 538 5 

5 Motta Fernandes Rocha Advogados 289 2 

6 Skadden Arps Slate Meagher & Flom 260 2 

7 Vinson & Elkins 250 2 

8 Simpson Thacher & Bartlett 227 1 

9 Lobo & de Rizzo Advogados 216 2 

10 

Volume: 

Estudio Muniz, Ramirez, perez-Taiman 


212 4 



1,024 10 

2 Machado Meyer Sendacz e opice 699 8 

3 Barbosa, Mussnich & Aragao 767 5 

4 pinheiro Neto Advogados 538 5 

5 Estudio Muniz, Ramirez, perez-Taiman 


212 4 

6 Carey y Cia 154 3 

7 White & Case 145 3 

8 Rodrigo Elias & Medrano 43 3 

9 Motta Fernandes Rocha Advogados 289 2 

10 Skadden Arps Slate Meagher & Flom 260 2 



2009 to 31 october 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 


36

ASIA PACIFIC 

A mergermArket m&A rePort on 

ASIA PACIFIC 

SoUtH koreA 

Korea National Oil Corporation acquires Harvest 

Energy Trust 

• the South korean state-owned oil and gas company 

korea national oil Corporation (knoC) has agreed to 

acquire Harvest energy trust (Hte), a Canadian oil and 

gas producer, via a scheme of arrangement. At the offer 

price of C$10 per tHe share, the implied equity value of 

the transaction is approx C$1.8bn ($1.74bn). the offer 

represents a one-day premium of 37% over Hte’s closing 

share price of C$7.31. 

• Since the deal was announced, analysts and politicians 

in South korea have been debating the merit of this 

transaction, as knoC is run by the government. A few 

analysts say that knoC is overpaying for Hte in this 

acquisition. Firstly, Hte has so much debt that even 

Canadian companies were not keen on making an offer. 

Hte reported C$2.22bn ($2.14bn) of net debt in its Q2 

2009 balance sheet. Critics assert that knoC’s decision 

in this scenario to buy Hte with a premium of 37% was 

not a wise one. Secondly, knoC has agreed to acquire 

Hte all by itself. the value of the transaction including 

the net debt comes to C$4.02bn ($3.88bn). opponents 

say that the deal presents a heavy financial burden for 

knoC without any other investors. Lastly, the negotiation 

period was arguably too short. knoC signed the definitive 

agreement after just two months of negotiation. there 

were no other rival bidders to warrant the impatience on 

the part of knoC. these analysts reckon that knoC was 

in a hurry to close a deal following in failure to acquire 

Addax Petroleum Corp in June 2009. 

• on the other hand, proponents to the transaction argue 

that the deal, with a one-day premium of 37% and a 30day 

VWAP premium of 47%, is reasonably priced when 

compared to other m&A transactions in the energy sector. 

mergermarket data shows that the average one-day 

premium for deals in the energy sector from January to 

october 2009 was 25.1%, which suggests knoC’s offer 

was slightly higher than average. Choi kyunghwan, South 

korea’s minister of knowledge economy, said that the 

planning for this transaction had been ongoing since 

march 2009, so it was not a hasty decision. Analysts 

speculates that since South korea started quite late in the 

race for foreign natural resources among its neighboring 

countries in Asia, the South korean government needed 

to made a bold move that will have a political and 

economical impact. time will tell whether the government 

has made a good decision with this investment. 


37

ASIA PACIFIC 

toP DeALS 

TOp 15 AsiA-pACifiC ANNOuNCEd dEAls fOR YTd 31 OCTObER 2009 

Announced status Target company sector bidder company seller company Exit multiples (x) bid premia deal 

Revenue EbiTdA p/E 


($m) 

16-may-09 C China three gorges energy, mining China Yangtze Power China three 8.8 11.2 - 15,725 

Project Corporation & Utilities Co Ltd 

gorges Project 

(hydroelectricity 

generation assets 

and stakes in 

peripheral service 

companies) 

Corporation 

30-oct-09 P nippon mining energy, mining nippon oil Corporation 0.3 (loss) (loss) 2.0% 11,966 

Holdings Inc & Utilities 

12-Feb-09 L rio tinto (stakes in energy, mining Aluminum Corporation rio tinto Plc - 11,838 

nine mining assets) & Utilities of China 

1-may-09 C nikko Business Financial Sumitomo mitsui Citigroup Inc n/a n/a - 7,822 

Systems; nikko 

Citigroup (domestic 

equity and debt 

underwriting 

business); nikko 

Cordial Securities 

Inc; and nikko 

Systems Solutions 

Services Financial group Inc 

4-mar-09 L SDIC electric Power energy, mining SDIC Huajing Power State 

11.4 14.0 6.8 - 7,367 

Co Ltd 

& Utilities Holdings Co Ltd Development 

& Investment 

Corporation 

13-may-09 C China Construction Financial Bank of China Ltd; Bank of America n/a n/a 9.2 -15.3% 7,319 

Bank Corporation Services China Life Insurance Corporation 

(5.78% stake) 

(group) Company; Hopu 

Investment management 

Co Ltd; and temasek 

Holdings Pte Ltd 

14-Sep-09 P eircom Holdings tmt Singapore technologies 

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

Limited 

telemedia Pte Ltd 

29-Jul-09 P nipponkoa 

Financial Sompo Japan Insurance 

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

Insurance Co Ltd Services Inc 

11-may-09 C Lion nathan Limited Consumer kirin Holdings Company 

3.7 13.3 23.0 4.9% 4,009 

(53.87% stake) 

Limited 

30-Sep-09 P Aioi Insurance Financial mitsui Sumitomo 

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

Company Limited Services Insurance group 

Holdings Inc 

20-Apr-09 P JSC 

energy, mining CnPC exploration and Central Asia 

- 3,300 

mangistaumunaigaz & Utilities Development Company 

Limited; and national 

Company kazmunaigaz 

Petroleum Ltd 

7-Sep-09 P Chartered 

tmt Advanced technology temasek 

1.7 5.5 (loss) 1.0% 2,861 

Semiconductor 

manufacturing Ltd 

Investment Company Holdings Pte Ltd 

23-Jun-09 C gCL Solar energy energy, mining gCL-Poly energy Zhu gongshan; 5.4 7.9 7.9 - 2,794 

technology Holdings & Utilities Holdings Limited Zhang Sonyi, mui 

Inc 

Bing How; and 

Chang tsong 

Zung (4 private 

investors) 

1-Jul-09 P Aozora Bank Financial Shinsei Bank Limited n/a n/a (loss) 1.3% 2,668 

Limited 

Services 

13-Aug-09 P Felix resources energy, mining Yanzhou Coal mining 

4.2 7.8 13.0 0.3% 2,564 

Limited 

& Utilities Company Ltd 

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


38

ASIA PACIFIC 

toP DeALS 

TOp 5 AsiA-pACifiC ANNOuNCEd dEAls Of THE MONTH (OCTObER 2009) 

Announced status Target company sector bidder company seller company Exit multiples (x) bid premia deal 

Revenue EbiTdA p/E 


($m) 

30-oct-09 P nippon mining energy, mining nippon oil Corporation 0.3 (loss) (loss) 2.0% 11,966 


12-oct-09 P nan Shan Life Financial Primus Financial American 

n/a n/a (loss) - 2,150 

Insurance Company Services Holdings Limited; and International 

Ltd 

China Strategic Holdings 

Limited 

group Inc 

15-oct-09 P Ing Asia Private Financial oversea Chinese Ing group nV n/a n/a 16.6 - 1,463 

Banking 

Services Banking Corporation 

Limited 

15-oct-09 P Lg Dacom 

Corporation 

tmt Lg telecom 0.7 2.4 12.4 -1.8% 1,353 

5-oct-09 P tPo Displays Corp Industrials & 

Chemicals 

Innolux Display Corp 1.2 6.7 (loss) -13.3% 1,065 



39

ASIA PACIFIC 

LeAgUe tABLeS 

TOp 15 fiNANCiAl AdVisERs – AsiA-pACifiC 

ExCl JApAN 

VALUe 

YTd 

31-Oct-2009 

House Value 

($m) 

deal 

count 

1 morgan Stanley 31,048 42 

2 Bank of America merrill Lynch 25,371 22 



5 JPmorgan 21,686 22 


7 CItIC Securities 19,614 7 



10 macquarie group 15,280 36 

11 nomura Holdings 13,778 20 

12 royal Bank of Scotland group 12,799 18 

13 China International Capital 11,640 14 

14 rBC Capital markets 8,833 2 

15 HSBC Bank 8,079 16 


VoLUme 

the financial adviser league tables by value and volume have been run from 01 January 2009 to 31 october 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-Oct-2009 

House Value 

($m) 

deal 

count 


2 Commerce and Finance Law offices 30,797 12 

3 mallesons Stephen Jaques 25,343 34 


5 Allens Arthur robinson 19,666 15 

6 DeHeng Law offices 19,429 7 


8 tian Yuan Law Firm 16,307 6 

9 Simpson thacher & Bartlett 15,645 9 

10 Baker & mckenzie 15,356 45 

11 king & Wood 14,987 14 

12 Freehills 14,586 42 

13 Stikeman elliott 14,529 9 

14 Vinson & elkins 14,436 7 

15 Johnson Winter & Slattery 13,591 3 


YTd 

31-Oct-2009 

House Value 

($m) 

deal 

count 




4 PricewaterhouseCoopers 3,299 36 

5 ernst & Young 5,799 35 

6 Deloitte 7,394 34 




10 Citigroup 18,709 25 

11 CImB group 2,067 23 

12 kPmg 1,882 23 


14 JPmorgan 21,686 22 

15 nomura Holdings 13,778 20 

VoLUme 

YTd 

31-Oct-2009 

House Value 

($m) 


the legal adviser league tables by value and volume have been run from 01 January 2009 to 31 october 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. 

deal 

count 


2 Freehills 14,586 42 

3 kim & Chang 10,677 35 


5 Blake Dawson 12,459 34 



8 Clayton Utz 4,455 29 

9 minter ellison 1,363 27 


11 DLA Piper 6,813 22 

12 Lee & ko 5,492 22 

13 Deacons 8,414 18 

14 WongPartnership 8,025 18 

15 gilbert + tobin 9,493 16 



40

ASIA PACIFIC 

LeAgUe tABLeS 

ACTiViTY TAblE Of pRiVATE EquiTY fiRMs ON AsiA-pACifiC buYOuTs 

VALUe 

YTd 

31-Oct-2009 

House Value 

($m) 

deal 

count 

1 Hopu Investment management 10,489 3 

2 temasek Holdings 7,622 2 

3 kohlberg kravis roberts & Co 2,110 3 

4 Affinity equity Partners 2,060 3 

5 mBk Partners 1,544 2 

6= Imm Private equity 625 1 

6= mirae Asset Private equity Fund 625 1 

8 the Carlyle group 333 3 

9 CDH Investments management 313 2 

10 Bohai Industrial Investment 

Fund management 

293 1 


VoLUme 

YTd 

31-Oct-2009 

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 october 2009 and exclude lapsed and withdrawn deals 

ACTiViTY TAblE Of pRiVATE EquiTY fiRMs ON AsiA-pACifiC ExiTs 

VALUe 

YTd 

31-Oct-2009 

House Value 

($m) 

deal 

count 

1= newbridge Capital group 2,278 1 

1= tPg Capital 2,278 1 

3 the Carlyle group 1,729 1 

4 nikko Principal Investments Japan 1,180 1 

5= CDH Investments management 848 1 

5= new Horizon Capital 848 1 

7 IDg technology Venture Investment 572 2 

8 Accel Partners 510 1 

9 telecom Investments (mauritius) 464 2 

10 kDB Capital 410 1 


House Value 

($m) 

deal 

count 

1 Sequoia Capital 235 4 


3 kohlberg kravis roberts & Co 2,110 3 

4 Affinity equity Partners 2,060 3 


6 Legend Capital 128 3 

7 navis Investment Partners (Asia) 60 3 

8 Intel Capital 32 3 

9 temasek Holdings 7,622 2 


VoLUme 

YTd 

31-Oct-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 Asia- 

Pacific. the tables by value and volume have been run from 01 January 2009 to 31 october 2009 and exclude lapsed and withdrawn deals 

deal 

count 

1 IDg technology Venture Investment 572 2 

2 telecom Investments (mauritius) 464 2 

3 Advantage Partners 386 2 

4= mkS Partners 275 2 

4= Unison Capital 275 2 

6 CSV Capital Partners 96 2 

7= newbridge Capital group 2,278 1 

7= tPg Capital 2,278 1 

9 the Carlyle group 1,729 1 

10 nikko Principal Investments Japan 1,180 1 



41

42 


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 

Q4 

09* 

Q3 

09 

Q2 

09 

Q1 

09 

Q4 

08 

Q3 

08 

Q2 

08 

Q1 

08 

Q4 

07 

Q3 

07 

Q2 

07 

Q1 

07 

Q4 

06 

Q3 

06 

Q2 

06 

Q1 

06 

Q4 

05 

Q3 

05 

Q2 

05 

Q1 

05 

Q4 

04 

Q3 

04 

Q2 

04 

Q1 

04 

value ($m) 

0 

100 

200 

300 

400 

500 

600 

700 

800 

Q4 

09* 

Q3 

09 

Q2 

09 

Q1 

09 

Q4 

08 

Q3 

08 

Q2 

08 

Q1 

08 

Q4 

07 

Q3 

07 

Q2 

07 

Q1 

07 

Q4 

06 

Q3 

06 

Q2 

06 

Q1 

06 

Q4 

05 

Q3 

05 

Q2 

05 

Q1 

05 

Q4 

04 

Q3 

04 

Q2 

04 

Q1 

04 


AsiA-pACifiC M&A quARTERlY pRiVATE EquiTY TRENd 

VALUe VoLUme 

0 

5,000 

10,000 

15,000 

20,000 

25,000 

Q4 

09* 

Q3 

09 

Q2 

09 

Q1 

09 

Q4 

08 

Q3 

08 

Q2 

08 

Q1 

08 

Q4 

07 

Q3 

07 

Q2 

07 

Q1 

07 

Q4 

06 

Q3 

06 

Q2 

06 

Q1 

06 

Q4 

05 

Q3 

05 

Q2 

05 

Q1 

05 

Q4 

04 

Q3 

04 

Q2 

04 

Q1 

04 

value$ ($m) 

Asia-Pacific 

buyouts 

Asia-Pacific 

exits 

0 

20 

40 

60 

80 

100 

Q4 

09* 

Q3 

09 

Q2 

09 

Q1 

09 

Q4 

08 

Q3 

08 

Q2 

08 

Q1 

08 

Q4 

07 

Q3 

07 

Q2 

07 

Q1 

07 

Q4 

06 

Q3 

06 

Q2 

06 

Q1 

06 

Q4 

05 

Q3 

05 

Q2 

05 

Q1 

05 

Q4 

04 

Q3 

04 

Q2 

04 

Q1 

04 


Asia-Pacific 

buyouts 

Asia-Pacific 

exits

ASIA PACIFIC 

trenD grAPHS 

AsiA-pACifiC M&A ANNuAl TRENds 

VALUe VoLUme 

value ($bn) 

500 

400 

300 

200 

100 

0 

2004 

2005 

2006 

2007 

2008 

YTD 2009* 

All Asia-Pacific M&A 

Asia-Pacific buyouts 

Asia-Pacific exits 

AsiA-pACifiC M&A sECTOR bREAKdOwN YTd 2009 

VALUe VoLUme 

24.1% 

1.1% 

1.8% 0.5% 

0.02% 

3.3% 

9.6% 

3.9% 

2.5% 

3.1% 

13.4% 

10.6% 

26% 


Consumer 


TMT 




Transport 

Real Estate 

Construction 

Leisure 

Agriculture 

Defence 


4.4% 

10.3% 

4.1% 

10.4% 

3000 

2500 

2000 

1500 

1000 

500 

0 

2004 

3.6% 

3.9% 

2.8% 

12.6% 

2005 

1.2% 0.1% 

2006 

19.1% 

13.5% 

14% 

2007 

2008 

YTD 2009* 





Consumer 


TMT 




Transport 

Real Estate 

Construction 

Leisure 

Agriculture 

Defence 


43

ASIA PACIFIC 

trenD grAPHS 

AsiA-pACifiC M&A gEOgRApHiC bREAKdOwN YTd 2009 

VALUe VoLUme 

4.4% 

4.1% 

6.5% 

0.2% 

6.3% 

1.4% 

3.3% 

1.1% 

3.5% 

13.5% 

25.2% 

30.5% 

China 

Japan 

Australia 

South Korea 

India 

Hong Kong 

Singapore 

Malaysia 

Indonesia 

Taiwan 

New Zealand 

Other 

AsiA-pACifiC M&A dEAl siZE bREAKdOwN 

5.6% 

8.5% 

2.3% 

2.3% 

9.7% 

2% 1.9% 

VALUe VoLUme 

value ($bn) 

250 

200 

150 

100 

50 

0 

H1 

2004 

H2 

2004 

H1 

2005 

H2 

2005 

H1 

2006 

H2 

2006 

H1 

2007 

H2 

2007 

H1 

2008 

H2 

2008 

H1 

2009 

H2 

2009* 

> $5$01m 

$251m-$500m 

$101m-$250m 

$15m-$100m 

$5m-$14.9m 

value ($bn) 

1,500 

1,200 

900 

600 

300 

0 

1.8% 

H1 

2004 

13.1% 

5.7% 

H2 

2004 

H1 

2005 

H2 

2005 

H1 

2006 

28% 

19.1% 

H2 

2006 

H1 

2007 

H2 

2007 

China 

Japan 

Australia 

South Korea 

India 

Hong Kong 

Singapore 

Malaysia 

Indonesia 

Taiwan 

New Zealand 

Other 

H1 

2008 

H2 

2008 

H1 

2009 

H2 

2009* 

> $5$01m 

$251m-$500m 

$101m-$250m 

$15m-$100m 

$5m-$14.9m 



44

ASIA PACIFIC 

mID-mArket DeALS 

TOp 10 AsiA-pACifiC ANNOuNCEd Mid-MARKET dEAls fOR OCTObER 2009 

($10m to $250m) 

Announced status Target company sector Target/seller 

financial adviser 

9-oct-09 P nanchang 

Changli Iron & 

Steel Co Ltd 

(31.52% stake) 

Industrials 

& 

Chemicals 

Target/seller 

legal adviser 

bidder company bidder 

financial 

adviser 

Liaoning Fangda 

group 

27-oct-09 P Broadleaf Co Ltd tmt the Carlyle group 

LLC 

29-oct-09 C Beijing Leader & 

Harvest electric 

technologies Co 

Ltd (94.2% stake) 

17-oct-09 P Dandong Dong 

Fang new energy 

Co Ltd 

13-oct-09 C Footwork 

express Co Ltd 

(64% stake) 

16-oct-09 P United minerals 

Corporation nL 

9-oct-09 C Qrix Holdings Inc 

(40% stake) 

15-oct-09 P Digital media 

group Limited 

13-oct-09 C International Far 

eastern Leasing 

Co Ltd (30% 

stake) 

15-oct-09 C tigo (Private) 

Limited 

Industrials 

& 

Chemicals 

energy, 

mining & 

Utilities 

transport nishimura & 

Asahi 

energy, 

mining & 

Utilities 

Business 

Services 

UBS Investment 

Bank 

Lovells Affinity equity 

Partners 

Blakiston and 

Crabb 

tmt Deutsche Bank Beijing Sino- 

Promise Law 

Firm; orrick 

Herrington & 

Sutcliffe 

Financial 

Services 

tmt Advising seller: 

goldman Sachs 

Paul Hastings 

Janofsky 

& Walker; 

tian Yuan 

Law Firm; 

Walkers 

Advising 

seller: 

Linklaters 

China Huadian 

Corporation 

Huaxi 

Securities 

CItIC 

Securities 

bidder legal 

adviser 

seller company deal 

value 

($m) 

D&H Law Firm 247 

ItX 

Corporation; 

and olympus 

Corporation 

Clifford Chance; 

Commerce and 

Finance Law 

offices 

Dandong 

Jinyu trading 

Corporation 

toll Holdings Limited Clifford Chance 182 

BHP Billiton Ltd gresham 

Advisory 

Partners 

taekwang Industrial 

Company Limited 

VisionChina media 

Inc 

China International 

Capital Corporation 

Limited; gIC Special 

Investments Pte Ltd; 

and kohlberg kravis 

roberts & Co 

emirates 

telecommunications 

Corporation 

Credit 

Suisse 

mallesons 

Stephen Jaques 

Simpson 

thacher & 

Bartlett 

Commerce and 

Finance Law 

offices; maples 

& Calder; Paul 

Weiss rifkind 

Wharton & 

garrison 

Standard 

Chartered 

tbroad 

Holdings Co 

Ltd 

gobi Partners; 

and oak 

Investment 

Partners 

millicom 

International 

Cellular SA 

213 

200 

186 

175 

164 

160 

160 

155 



45

ASIA PACIFIC 


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 


04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09* 

numner of deals 

500 

400 

300 

200 

100 

0 


04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09* 

moving 

average 

trend line 


46

ASIA PACIFIC 

mID-mArket LeAgUe tABLeS 

TOp 10 Mid-MARKET fiNANCiAl AdVisORs - 

AsiA-pACifiC ExCl JApAN 

($10m to $250m) 

YTd 

31-Oct-2009 

Value: 

Volume: 

House Value 

($m) 

deal 

count 






6 CImB group 1,158 18 




10 gresham Advisory Partners 998 13 



3 CImB group 1,158 18 

4 ernst & Young 846 18 


6 kPmg 786 15 

7 Deloitte 757 15 

8 gresham Advisory Partners 998 13 

9 Somerley 711 13 



the Financial adviser league tables by value and volume have been run from 01 January 

2009 to 31 october 2009 and exclude lapsed and withdrawn deals. the tables cover all 


Asia-Pacific (excluding Japan). 

TOp 10 Mid-MARKET lEgAl AdVisERs – 

AsiA-pACifiC ExCl JApAN 

($10m to $250m) 

YTd 

31-Oct-2009 

Value: 

Volume: 

House Value 

($m) 

deal 

count 




4 kim & Chang 1,324 21 

5 Desai & Diwanji 1,111 11 

6 WongPartnership 1,081 10 

7 Haiwen & Partners 993 8 

8 Freshfields Bruckhaus Deringer 986 12 

9 Blake Dawson 917 12 

10 grandall Legal group 828 7 


2 kim & Chang 1,324 21 



5 minter ellison 575 17 

6 Clayton Utz 727 13 



9 Linklaters 790 12 

10 Desai & Diwanji 1,111 11 


the Legal adviser league tables by value and volume have been run from 01 January 

2009 to 31 october 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). 


47

GREATER CHINA 

A mERGERmARkET m&A REpoRT oN 

GREATER CHINA 

Three-way merger of Shanghai Industrial 

Pharmaceutical 

• After weeks of trading halt, Shanghai pharmaceutical 

Co Ltd, Shanghai Industrial pharmaceutical Investment 

Co Ltd and Shanghai Zhongxi pharmaceutical Co 

Ltd unveiled their plan of a three-way merger on 

16 october 2009. As part of the restructuring plan, 

Shanghai pharmaceutical will issue new shares to 

Shanghai pharma its state-owned parent company, for 

pharmaceutical assets. It will also swap shares with 

shareholders of the other two listed companies, and 

become the only remaining listed entity out of the three 

listed companies. 

• Shanghai pharmaceutical will acquire the whole 

of Shanghai Industrial pharmaceutical Investment 

and Shanghai ZhongXi via share swaps with existing 

shareholders. Shanghai pharmaceutical will offer 

0.96 share for every share of Shanghai ZhongXi, and 

1.61 shares for every share of Shanghai Industrial 

pharmaceutical Investment. The offers value Shanghai 

ZhongXi at CNY 2.52bn ($369m), and Shanghai 

pharmaceutical Investment at CNY 7.21bn ($1.06bn). 

• Shanghai pharma, which holds a 55.05% stake in 

Shanghai ZhongXi, has chosen to convert its entire 

holding in Shanghai Zhongxi to Shanghai pharmaceutical 

shares. on the other hand, Shanghai Industrial 

Holdings, the largest shareholder in Shanghai Industrial 

pharmaceutical, has opted to convert the 43.62% stake 

into cash, and will pocket around CNY 3.14bn ($445m) in 

proceeds. 

• All three pharmaceutical companies are affiliated with 

Shanghai Industrial Holdings, as Shanghai pharma, the 

largest shareholder in Shanghai ZhongXi and Shanghai 

pharmaceutical, is indirectly owned by Shanghai 

Industrial. The three-way merger is well fitted into the 

plan of Shanghai Industrial Holdings, as it has been trying 

to streamline and consolidate its subsidiaries in different 

industries. The merger also marks the elimination of 

competition between the three companies, and can 

potentially bring about synergies in R&D, marketing 

strategies and other business aspects. While the deal is 

still pending approval from moFCom and CSRC at press 

time, the shareholders of all three companies, as well as 

the relevant SASAC, have approved the merger plan. 

Primus Financial consortium acquires Nan Shan 

Life Insurance from AIG 

• primus Financial Holdings, the Hong kong based 

investment company founded by former Citi Asia banker 

Robert morse, has teamed up with a Hong kong listed 

battery manufacturer China Strategic Holdings, to acquire 

Nan Shan Life Insurance, the Taiwanese subsidiary of 

American International Group (AIG). The consortium has 

agreed to pay $2.15bn for Nan Shan Life, the third largest 

life insurance company in Taiwan. 

• once the world’s biggest insurer, AIG was forced to divest 

its units to repay the $182.5bn US government bailout 

funding. AIG announced in early August that it would sell 

its 97.57% stake in its Taiwanese unit. The four-month 

auction for Nan Shan ended with the selection of primus 

Financial as the preferred bidder against other rival 

bidders including Cathay Financial Holding Co, Chinatrust 

Financial Holding Co and Fubon Financial Holdings, 

which was partnering with the US private equity company 

Carlyle Group. 

• post acquisition, the consortium led by primus Financial 

has agreed to maintain the Nan Shan brand, employees 

and 36,000 agents. It will also maintain the existing 

compensation and benefits packages, as well as 

commission structure for at least two years after the 

transaction is completed. The current management team 

of the company will remain in place. 

• However, the transaction is far from being a “done deal.” 

AIG faces a potential lawsuit from Chinatrust for violating 

international practices during its sale of Nan Shan. 

Chinatrust claims that it submitted a $2.4bn bid for Nan 

Shan, which is superior to primus Financial’s offer, and 

also agreed to accept the conditions set by Nan Shan’s 

union. Chinatrust spokesperson Wu Yi-kuei said that AIG 

reneged upon common international practice by rejecting 

the more favorable conditions provided by Chinatrust. 

Furthermore, the Taiwanese minister of Economic Affairs, 

Shih Yen-shiang, said the government will investigate the 

shareholder structure of the consortium, and will reject 

the deal if the consortium has any influential Chinese 

shareholders. 


48

GREATER CHINA 

DEAL oF THE moNTH 

Target: Nan Shan Life Insurance Company Ltd Announced: 12 october 2009 

Bidder: China Strategic Holdings Limited; and primus Financial Holdings 

Limited 

Deal value: $2,150m 

Sellers: American International Group Inc Deal nature: Recommended 

• primus Financial Holdings Limited, the Hong kong 

financial services holding company, and China Strategic 

Holdings Limited, the listed Hong kong based company 

principally engaged in manufacturing and trading of 

batteries products and investments in securities holdings, 

have won the auction to acquire Nan Shan Life Insurance 

Company Ltd, the Taiwan based life insurance company, 

from American International Group Inc, the listed US 

based holding company with its subsidiaries engaged in 

insurance, for a consideration of approximately $2.15bn. 

• Under the terms of the agreement, the acquisition will 

be carried out by primus Nan-Shan Holding Company 

Ltd, the Hong kong based investment vehicle owned 80% 

by China Strategic Holdings Limited and 20% by primus 

Financial Holdings Limited. China Strategic Holdings 

Limited will raise financing for the acquisition through 

the placing of convertible redeemable notes, while the 

remainder of the consideration will be satisfied by loans 

and by additional capital. 

• post acquisition, primus will maintain Nan Shan’s brand, 

existing compensation and benefits package for employees 

and existing agency organizational and commission 

structure for at least two years upon the completion. The 

current management of Nan Shan will remain unchanged. 

The transaction will enable AIG to repay the financial 

bailout aid received from the US government. 

Exit multiples – Y/E 31/12/2008 Premium analysis 

• others bidders included Chinatrust Financial Holding 

Co, Fubon Financial Holding Co Ltd and Cathay Financial 

Holding Co Ltd, the listed Taiwan based financial services 

companies. As of 30 June 2009, Nan Shan had total assets 

of NT$1.54tn ($47.66bn) and a net assets of NT$99.68bn 

(USD 3.1bn). Nan Shan has 34,000 sales agents in addition 

to 4,000 employees. 

• AIG has been selling some of its non-core businesses 

as part of its major restructuring plan to reduce costs. 

In 2009, AIG has sold some of its philippine finance 

assets, its Hong kong consumer finance unit, its Thai 

retail bank and credit card business, its Taiwan credit 

card company and its Indian back-office businesses, for 

undisclosed considerations. It also sold its global thirdparty 

institutional asset management unit to Richard Li, 

the Hong kong based private investor, for approximately 

$500m. 

• The transaction is subject to the receipt of regulatory 

approvals. 

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

Revenue - - 1 day before - 

EBITDA - - 1 month before - 

EBIT - - 1 day after - 

Earnings - -1,402.19 Pre-rumour - 

Advisers 


Financial Advising Seller: 

Blackstone Group Holdings 

morgan Stanley 

Financial Deutsche Bank 

Legal Advising Seller: 

Legal Freshfields Bruckhaus Deringer 

Debevoise & plimpton 

LCS & partners 

Lee and Li Attorneys at Law 

Simpson Thacher & Bartlett 

PR Burson marsteller PR Clavis Communications 

ogilvy pR 


49

GREATER CHINA 

Top DEALS 

TOP 15 GREATER ChINA ANNOuNCED DEALS FOR YTD 31 OCTOBER 2009 



1-day 

before 

value 

($m) 

16-may-09 C China Three Gorges Energy, mining China Yangtze power China Three Gorges 8.8 21.1 - 15,725 

project Corporation 

(hydroelectricity 

generation assets 

and stakes in 

peripheral service 

companies) 

& Utilities Co Ltd 

project Corporation 

04-mar-09 L SDIC Electric power 

Co Ltd 

13-may-09 C China Construction 

Bank Corporation 

(5.78% stake) 

23-Jun-09 C GCL Solar Energy 

Technology Holdings 

Inc 

14-Jan-09 C Bank of China 

Limited (4.26% stake) 

13-Jul-09 p Shanghai Airlines 

Co Ltd 

12-Jun-09 p Shenzhen 

Development Bank 

Co Ltd (16.76% stake) 

12-oct-09 p Nan Shan Life 

Insurance Company 

Ltd 

16-mar-09 p Tianjin port Company 

Limited (56.81% 

stake) 

10-may-09 C CITIC International 

Financial Holdings 


stake) 

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

stake) 

05-mar-09 C JISCo Yuzhong Iron 

and Steel Co Ltd; and 

Jiugang Group (steelmaking 

assets) 

26-Aug-09 p China Everbright 

Bank Co Ltd (15.3% 

stake) 

28-Aug-09 p China National 

petroleum 

Corporation (Refinery 

Equipment Assets) 

04-mar-09 C Hutchison 

Telecommunications 

Hong kong Holdings 

Limited 

Energy, mining 

& Utilities 

Financial 

Services 


& Utilities 

Financial 

Services 

SDIC Huajing power 

Holdings Co Ltd 

Bank of China Ltd; 

China Life Insurance 

(Group) Company 

Hopu Investment 

management Co Ltd 

and Temasek Holdings 

pte Ltd 

GCL-poly Energy 

Holdings Limited 

Hopu Investment 

management Co 

Transport China Eastern Airlines 

Corporation Limited 

Financial 

Services 

Financial 

Services 

ping An Insurance 

(Group) Company of 

China Ltd 

China Strategic 

Holdings Limited; 

and primus Financial 


Transport Tianjin port 

Development Holdings 

Ltd 

Financial 

Services 

China CITIC Bank 

Corporation Limited 

TmT Taiwan mobile 


Industrials & 

Chemicals 

Financial 

Services 

Industrials & 

Chemicals 

Gansu Jiu Steel Group 

Hongxing Iron and 

Steel Co Ltd 

Consortium led by 

China Reinsurance 

Group 

petroChina Company 

Limited 

TmT Hutchison 


International Limited 

(Shareholders) 

State Development 

& Investment 

Corporation 

Bank of America 

Corporation 

Zhu Gongshan; 

Zhang Sonyi, mui 

Bing How; and Chang 

Tsong Zung (4 private 

investors) 

Royal Bank of 

Scotland Group plc 

11.4 14.0 6.8 - 7,367 

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

5.4 7.9 7.9 - 2,794 

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

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

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

American 

International Group 

Inc 

Tianjin port (Group) 


n/a n/a (loss) - 2,150 

1.8 9.7 17.8 -13.7% 1,936 

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

The Carlyle Group 

LLC 

Jiuquan Iron & Steel 

(Group) Co Ltd 

China National 

petroleum 

Corporation 

Hutchison 


International Limited 

- 1,729 

0.4 48.0 - 1,692 

n/a n/a 10.3 - 1,684 

2.8 - 1,620 

1.2 3.6 10.8 - 1,296 


50

GREATER CHINA 

Top DEALS 

TOP 5 GREATER ChINA ANNOuNCED DEALS OF ThE MONTh (OCTOBER 2009) 




12-oct-09 p Nan Shan Life Financial China Strategic Holdings American 

n/a n/a (loss) - 2,150 

Insurance Company Services Limited; and primus International 

Ltd (97.57% stake) 

Financial Holdings 

Limited 

Group Inc 

05-oct-09 p Tpo Displays Corp Industrials & 

Chemicals 

Innolux Display Corp 1.2 6.7 (loss) -13.3% 1,065 

16-oct-09 p Shanghai Industrial pharma, Shanghai 

1.8 15.3 36.7 1.4% 828 

pharmaceutical medical & pharmaceutical Co Ltd 

Investment Co Ltd Biotech 

12-oct-09 p Bank of Ningbo Financial Huamao Group; 

n/a n/a 22.0 -16.1% 654 

(13.31% stake) Services Ningbo Electric power 

Development ; Ningbo 

Fubang Holding Group 

Co Ltd; oversea Chinese 

Banking Corporation 

Limited; and Youngor 

Group Co Ltd 

01-oct-09 p Apollo precision Industrials & RBI Holdings Limited mr Lin Jianfang; 

- 510 

Limited 

Chemicals 

ms Zhang 

Bihong; ms Lin 

Tingyu; and mr 

Lin (4 private 

investors); Accel 

partners; and 

IDG Technology 

Venture 

Investment LLC 



51

GREATER CHINA 


PIPELINE OF GREATER ChINA ExPECTED DEALS 


company 

potential 


potential 


potential 


potential 


Anhui Conch 

Cement Company 

Ltd 

Guangdong 

Shaoneng Group 

Co Ltd 

Xinjiang Goldwind 

Science & 

Technology Co Ltd 

SINopEC Yizheng 

Chemical Fibre 

Co Ltd 

Expected deal Jiuquan Iron 

and Steel Group 

/ International 

mineral 

Resources (joint 

venture) 

potential 


potential 


potential 


potential 


China Huiyuan 

Juice Group Ltd 

Yinchuan Xinhua 

Department Store 

Co Ltd 

East China 

Engineering 

Science and 

Technology 

Zhejiang orient 

Holdings 

Construction China National 

Building material 

Industrials & 

Chemicals 

Industrials & 

Chemicals 

Industrials & 

Chemicals 

Energy, 

mining & 

Utilities 

China petroleum 

& Chemical 

Corporation 

Financial 



seller (S) 

Seller company Market 

cap/ est. 

value 

($m) 

Comments 

11,072 Anhui Conch Cememt Company Ltd, the 

Hong kong and Shanghai listed clinkers and 

cement producer, is rumoured to be receiving 

a stake purchase proposal from China 

National Building material. 

Shenzhen 

Energy Group 

9,831 Shenzhen Energy Group, the China 

listed energy company, is rumoured to 

be considering selling its 36% stake in 

Guangdong Shaoneng, the listed industrial 

equipment manufacturer. 

6,030 Xinjiang Goldwind Science & Technology 

Co Ltd, the Shenzhen listed Chinese wind 

generator manufacturer, is rumoured to have 

its substantial shareholder selling a stake to 

Hong kong investors 

3,231 Sinopec Yizheng Chemical Fibre is rumored 

to receive a HkD 2.4 per H-share take-private 

bid from China petroleum & Chemical 

Corporation. 

3,090 Jiuquan Iron and Steel Group intends to form 

a 51-49 joint venture with kazakhstan based 

International mineral Resources. The new 

company will be worth CNY 21.169bn. 

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. 

Consumer Wumart 530 Wumart is reported to be interested in selling 

its entire 29.27% stake in Yinchuan Xinhua 

Department Store. 

Industrials & 

Chemicals 

Business 

Services 

China National 

Chemical 

Engineering 


506 East China Engineering Science and 

Technology, the Shenzhen listed Chinese 

engineering designer for chemical 

companies, has been reported to be a 

takeover target for China National Chemical 

Engineering. 

Alibaba 498 Zhejiang orient Holdings, the Chinese listed 

importer and exporter of textiles, is rumoured 

as a takeover target of Alibaba. The rumour 

was denied by the company, but the share 

price still jumped 10% as a result. 


52

GREATER CHINA 

LEAGUE TABLES 

TOP 15 FINANCIAL ADVISERS 

VALUE 

YTD 

31-Oct-2009 

house Value 

($m) 

Deal 

count 

1 CITIC Securities 19,614 7 





6 RBC Capital markets 8,800 1 


8 Goldman Sachs 7,944 11 

9 Nomura Holdings 6,951 10 


11 Jpmorgan 6,759 6 

12 m&A International 6,278 11 

13 Bank of China International Holdings 5,899 8 

14 Industrial and Commercial Bank of China 5,609 4 



VoLUmE 

The financial adviser league tables by value and volume have been run from 01 January 2009 to 31 october 2009 and exclude lapsed and withdrawn deals. The tables cover all sectors and 

are based on the geography of either the target, bidder or seller being Greater China. 

TOP 15 LEGAL ADVISERS 

VALUE 

YTD 

31-Oct-2009 

house Value 

($m) 

Deal 

count 


2 DeHeng Law offices 19,429 7 



5 Tian Yuan Law Firm 16,307 6 

6 king & Wood 14,987 14 


8 Allens Arthur Robinson 14,413 3 




12= Chiomenti Studio Legale 11,838 1 

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

12= Johnson Winter & Slattery 11,838 1 

12= Wachtell, Lipton, Rosen & katz 11,838 1 


YTD 

31-Oct-2009 

house Value 

($m) 

Deal 

count 


2 Somerley 2,956 19 

3 optima Capital 1,796 15 

4 CImB Group 1,261 15 





9 Goldman Sachs 7,944 11 




13 Taifook Capital 344 10 


15 Bank of China International Holdings 5,899 8 

VoLUmE 

YTD 

31-Oct-2009 

house Value 

($m) 

The legal adviser league tables by value and volume have been run from 01 January 2009 to 31 october 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 




4 king & Wood 14,987 14 

5 Lee and Li Attorneys at Law 6,668 14 

6 Grandall Legal Group 6,328 13 

7 Haiwen & partners 5,729 13 


9 Fangda partners 5,186 11 

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

11 DLA piper 4,098 10 



14 Jingtian & Gongcheng 4,357 8 

15 Slaughter and may 4,002 8 



53

GREATER CHINA 

LEAGUE TABLES 

ACTIVITY TABLE OF PRIVATE EquITY FIRMS ON GREATER ChINA BuYOuTS 

VALUE 

YTD 

31-Oct-2009 

house Value 

($m) 

Deal 

count 


2 Temasek Holdings 7,319 1 


4 kohlberg kravis Roberts & Co 310 3 

5 Bohai Industrial Investment Fund 

management 

293 1 

6 Affinity Equity partners 260 2 

7 morgan Stanley private Equity Asia 246 1 

8 GIC Special Investments 160 1 

9= Hony Capital 142 1 

9= TpG Capital 142 1 


VoLUmE 

YTD 

31-Oct-2009 

The private equity buyout activity tables by value and volume are based on private equity firms advising the bidder on buyout deals where the dominant geography of the target company is 

Greater China. The tables by value and volume have been run from 01 January 2009 to 31 october 2009 and exclude lapsed and withdrawn deals. 

ACTIVITY TABLE OF PRIVATE EquITY FIRMS ON GREATER ChINA ExITS 

VALUE 

YTD 

31-Oct-2009 

house Value 

($m) 

Deal 

count 

1= Newbridge Capital Group 2,278 1 

1= TpG Capital 2,278 1 

3 The Carlyle Group 1,729 1 


4= New Horizon Capital 848 1 

6 IDG Technology Venture Investment 572 2 


8= Gobi partners 160 1 

8= oak Investment partners 160 1 

10 Bain Capital 152 1 


house Value 

($m) 

Deal 

count 


2 kohlberg kravis Roberts & Co 310 3 


4 Affinity Equity partners 260 2 

5 The Carlyle Group 120 2 

6 Legend Capital 69 2 

7 Shenzhen Fortune Venture Capital 20 2 

8 SB China Venture Capital 15 2 

9 BlueRun Ventures - 2 

10 Temasek Holdings 7,319 1 

VoLUmE 

YTD 

31-Oct-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 Greater 

China. The tables by value and volume have been run from 01 January 2009 to 31 october 2009 and exclude lapsed and withdrawn deals. 

Deal 

count 

1 IDG Technology Venture Investment 572 2 

2 CSV Capital partners 96 2 

3= Newbridge Capital Group 2,278 1 

3= TpG Capital 2,278 1 

5 The Carlyle Group 1,729 1 


6= New Horizon Capital 848 1 


9= Gobi partners 160 1 

9= oak Investment partners 160 1 



54

GREATER CHINA 

TREND GRApHS 

GREATER ChINA M&A quARTERLY TREND 

VALUE VoLUmE 

value ($m) 

70,000 

60,000 

50,000 

40,000 

30,000 

20,000 

10,000 

0 


04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09* 

GREATER ChINA 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 


04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 * 

Greater China 

buyouts 

Greater China 

exits 



350 

300 

250 

200 

150 

100 

50 

25 

20 

15 

10 

5 

0 

0 


04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 * 

Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 

04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 

moving 

average 

trend line 

Q Q4 

09 09 * 

Greater China 

buyouts 

Greater China 

exits 


55

GREATER CHINA 

TREND GRApHS 

GREATER ChINA M&A ANNuAL TRENDS 

VALUE VoLUmE 

value ($bn) 

200 

150 

100 

50 

0 

2004 

2005 

2006 

2007 

2008 

YTD 2009* 




GREATER ChINA M&A SECTOR BREAkDOwN YTD 2009 

VALUE VoLUmE 

23.7% 

1% 

4.5% 

2.3% 

7.4% 

0.8% 

1.2% 

11.4% 

0.4% 

0.1% 

10.4% 

7.1% 

26.2% 


Consumer 


TMT 


Real Estate 



Transport 

Construction 

Leisure 

Agriculture 

Defence 


6.5% 

5% 

9.7% 

1000 

800 

600 

400 

200 

0 

4.4% 

2004 

2005 

0.5% 

2.7% 0.2% 

2.9% 

4.3% 

12% 

14.4% 

2006 

21.7% 

15.7% 

2007 

2008 

YTD 2009* 





Consumer 


TMT 


Real Estate 



Transport 

Construction 

Leisure 

Agriculture 

Defence 


56

GREATER CHINA 

mID-mARkET DEALS 

TOP 10 GREATER ChINA ANNOuNCED MID-MARkET DEALS FOR OCTOBER 2009 

($10m To $250m) 

Announced Status Target company Sector Target/seller financial 

adviser 

09-oct-09 p Nanchang 

Changli Iron & 

Steel Co Ltd 

(31.52% stake) 

29-oct-09 C Beijing Leader & 

Harvest Electric 

Technologies 

Co Ltd (94.2% 

stake) 

17-oct-09 p Dandong Dong 

Fang New 

Energy Co Ltd 

15-oct-09 p Digital media 

Group Limited 

13-oct-09 C International Far 

Eastern Leasing 

Co Ltd (30% 

stake) 

13-oct-09 p Beijing 

matsushita 

Color CRT Co 

Ltd (50% stake) 

09-oct-09 p Nanchang Iron 

& Steel Co Ltd 

(57.97% stake) 

27-oct-09 C Chinfon 

Commercial 

Bank Co Ltd 

(Credit card 

business) 

08-oct-09 p Nutrichem 

Laboratory Co 

Ltd (77.26% 

stake) 

19-oct-09 p Natural Beauty 

Bio-Technology 

Ltd (34.47% 

stake) 

Industrials & 

Chemicals 

Industrials & 

Chemicals 

Energy, 

mining & 

Utilities 

Target/seller 

legal adviser 

TmT Deutsche Bank Beijing Sinopromise 

Law 

Firm; orrick 

Herrington 

& Sutcliffe 

Financial 

Services 


financial 

adviser 

Liaoning 

Fangda Group 

Lovells Affinity Equity 

partners 

paul 

Hastings 

Janofsky 

& Walker; 

Tian Yuan 

Law Firm; 

Walkers 

Huadian 

Jinshan 

Energy Co Ltd 

VisionChina 

media Inc 

China 

International 

Capital 

Corporation 

Limited; 

GIC Special 

Investments 

pte Ltd; and 

kohlberg 

kravis Roberts 

& Co 

TmT BoE 

Technology 

Group Co Ltd 

Industrials & 

Chemicals 

Financial 

Services 

Industrials & 

Chemicals 


pricewaterhouseCoopers 

Advising 

Seller: 

Lee and Li 

Attorneys at 

Law 

Liaoning 

Fangda Group 

Taishin 

International 

Bank 

Chongqing 

Huapont 

pharm Co Ltd 

Consumer Somerley king & Wood The Carlyle 

Group; Tsai 

Yen-Yu; Su 

Chien-Cheng 

and Su Sh 

Hsyu (3 private 

investors) 

Huaxi 

Securities 

CITIC 

Securities 

Credit 

Suisse 

Huaxi 

Securities 

Southwest 

Securities 

Bidder legal 

adviser 


value 

($m) 

D&H Law Firm 247 

Clifford 

Chance; 

Commerce and 

Finance Law 

offices 

Dandong 

Jinyu Trading 

Corporation 

Simpson 

Thacher & 

Bartlett 

Commerce and 

Finance Law 

offices; maples 

& Calder; paul 

Weiss Rifkind 

Wharton & 

Garrison 

Gobi 

partners; 

and oak 

Investment 

partners 

Toshiba 

mobile 

Display Co 

Ltd 

D&H Law Firm Jiangxi 

metallurgical 

Group 

Chinfon 

Commercial 

Bank Co Ltd 

200 

186 

160 

160 

145 

133 

127 

124 

Citigroup 111 



57

GREATER CHINA 

mID-mARkET DEALS 

GREATER ChINA M&A quARTERLY MID-MARkET TREND 

VALUE VoLUmE 

value ($m) 

14,000 

12,000 

10,000 

8,000 

6,000 

4,000 

2,000 

0 


04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09* 


200 

150 

100 

50 

0 


04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09* 

moving 

average 

trend line 


58

GREATER CHINA 

mID-mARkET LEAGUE TABLES 

TOP 10 MID-MARkET FINANCIAL ADVISERS – 

GREATER ChINA 

($10m To $250m) 

YTD 

31-Oct-2009 

Value: 

Volume: 

house Value 

($m) 

Deal 

count 



3 morgan Stanley 782 8 

4 CImB Group 723 13 


6 optima Capital 684 11 


8 Southwest Securities 525 6 

9 China merchants Securities 512 3 

10 pricewaterhouseCoopers 500 8 

1 CImB Group 723 13 


3 optima Capital 684 11 




7 m&A International 418 7 

8 Taifook Capital 322 7 

9 Southwest Securities 525 6 

10 Access Capital 330 6 




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-Oct-2009 

Value: 

house Value 

($m) 

Deal 

count 


2 Haiwen & partners 993 8 

3 Grandall Legal Group 828 7 

4 Commerce and Finance Law offices 818 6 

5 mallesons Stephen Jaques 773 5 

6 Richards Butler in association with 

Reed Smith 

764 5 

7 king & Wood 691 8 

8 Wongpartnership 632 6 

9 paul Weiss Rifkind Wharton & Garrison 605 4 

10 

Volume: 

Tian Yuan Law Firm 582 5 


2 Haiwen & partners 993 8 

3 king & Wood 691 8 

4 Fangda partners 535 8 

5 Grandall Legal Group 828 7 

6 Commerce and Finance Law offices 818 6 

7 Wongpartnership 632 6 

8 Lee and Li Attorneys at Law 539 6 


10 mallesons Stephen Jaques 773 5 



2009 to 31 october 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. 


59

JAPAN 

A mergermArket m&A rePort oN 

JAPAN 

Consolidation continues with the merger of two 

Japanese trust banks 

• the momentum for reorganization in the financial sector 

is still going strong in Japan. In a recent move, Sumitomo 

trust & Banking, one of the top five banking companies in 

Japan, agreed to merge with Chuo mitsui trust Holdings, 

creating the largest trust bank in the country with JPY 

181tr (US$ 2tr) in combined asset under management. 

• While Sumitomo trust has been pursuing its policy to 

remain independent from other major banks, there has 

been a strong drive for consolidation in the industry 

in recent years. mizuho Financial group acquired the 

securities company Shinko Securities, while Nomura 

Holdings and mitsubishi UFJ Financial group have gained 

a foothold in overseas markets. As Sumitomo trust was 

left out from the wave of m&A activities, it was rumored 

to be an acquisition target of Sumitomo mitsui Financial 

group (SmFg), the only mega bank in Japan that does not 

have any trust banking operation. 

• this year, SmFg already announced its acquisition of 

Nikko Cordial from Citigroup for JPY 774bn (US$ 7.8bn) 

as the American bank implemented its plan for retreating 

from the Japanese market. SmFg is not a major 

shareholder of Sumitomo trust, but through its historical 

tie, was reported to be the most likely candidate to merger 

with the trust bank. Instead Sumitomo trust and Chuo 

mitsui have now decided to seek a joint path to remain 

independent from the influence of SmFg. Although the 

tentative name Sumitomo mitsui trust Holdings suggests 

a link to SmFg, the new company will be independent of 

its influence with no capital relationship. 

• Despite the huge size of its asset under management, 

the two companies are both domestically oriented and 

the combined company is unlikely to have any significant 

impact on overseas markets. the first stage of the 

transaction will complete by 1 April 2011, and it will take 

another year to finish all the integration processes. 

Nippon Mining and Nippon Oil to create the 

eighth largest oil company in the world 

• on 30 october 2009, Nippon oil Corporation and Nippon 

mining Holdings, two Japanese listed oil and metal 

refiners, announced they have reached a final agreement 

to merge under a joint holding company, JX Holdings Inc, 

with the expected market value of JPY 1tn (US$ 10.96bn), 

to be established in April 2010. the new entity is expected 

to become the eighth largest oil company in the world. 

• Under the terms of the agreement, the transaction will be 

conducted via a share swap under JX Holdings, in which 

Nippon oil shareholders will receive 1.07 shares for each 

of its current shares, while Nippon mining shareholders 

will obtain one share for each of its shares. 

• the demand of crude oil has been weakened by 

demographic changes such as the shrinking population 

and economic recession. As a result of the weak demand, 

Nippon oil and Nippon mining both stand to lose 

approximately 60 percent of their market value in 2009. 

It is believed that the merger will provide Nippon oil and 

Nippon mining an opportunity to reform their businesses 

as well as enable the two companies to cut costs of JPY 

100bn (US$ 1.01bn) annually by 2015. Under the new 

entity, the companies plan to reduce their combined 

capacity by more than 30 percent from their current 

levels. Furthermore, the merger will allow the companies 

to shift resources from the refining business to growth 

areas such as fuel cells and solar panels, which will help 

produce less pollution. 

• the operations of Nippon oil and Nippon mining will 

be merged and restructured into three subsidiaries; 

oil refinery and sales, oil development, and metals 

operations on 1 July 2010. the merged entity is expected 

to generate consolidated revenues of approximately JPY 

13.15tn (US$ 144.19bn). It is expected to become one of 

the world’s largest total energy and materials companies 

by combining Nippon oil’s extensive refining and 

upstream business with Nippon mining’s strong metals 

and materials business. Upon the completion, Nippon oil 

and Nippon mining will be delisted. 


60

JAPAN 

DeAl oF tHe moNtH 

Target: Nippon mining Holding Inc Announced: 30 october 2009 

Bidder: Nippon oil Corporation Deal value: JPY 1.097tn 

Seller: Deal nature: recommended 

• Nippon oil Corporation, the Japan listed energy company, 

has agreed to merge with Nippon mining Holding Inc, 

the domestic listed mining company, in a deal valued 

at JPY 1.1tn. 

TERMS 

• the transaction will be conducted via a share swap under 

a new Holding company, JX Holdings Inc. Under the 

terms of the agreement, 0.9346 Nippon oil shares will 

be exchanged for each Nippon mining share. the share 

exchange ratio values Nippon mining at JPY 393.086bn 

(US$ 4.33bn) 

• the implied ratio values each Nippon mining share at JPY 

423.37, using JPY 453, the closing price of Nippon oil on 

30 october 2009. the implied offer price represents 2.02% 

premium over the closing price of Nippon mining at JPY 

415 on 30 october 2009, and represents a 65.38% premium 

over the closing price of Nippon mining on 3 December 

2008, the last trading day when both parties admitted that 

they were in discussions of a possible merger. 

• there will be 2,495,485,929 shares issued in the new 

HoldCo, JX Holdings Inc. 

BACKGROUND & RATIONAL 

• the memorandum of understanding was originally 

released in December 2008, in which the two companies 

announced their plan to consolidate their oil refinery, 

development and metal businesses and to start the due 

diligence. 

• JX group will restructure the businesses under new 

subsidiaries held by JX Holding Inc, namely JX Nippon 

oil & energy Corp, JX Nippon oil & gas exploration Corp, 

and JX Nippon mining & metals Corp, all listed, commonfunctionality 

companies, and independent businesses. 

• the business restructuring is expected to complete by 

1 July 2010. 

CONDITIONS 

• Approval from Nippon oil shareholders egm (minimum of 

2/3 votes cast required). 

• Approval from Nippon mining shareholders egm (minimum 

of 2/3 votes cast required). 


61

JAPAN 

DeAl oF tHe moNtH 


Advisers 


Financial Bank of America merrill lynch 

Financial JP morgan 

Daiwa Securities group 

mizuho Financial group 

UBS Investment Bank 

Nomura Holdings 

Legal mori Hamada & matsumoto Legal Shearman & Sterling 

Davis Polk & Wardwell 

Nishimura & Asahi 

PR PR 


05-Nov-09 Nippon mining/Nippon oil awaiting anti-trust approvals in Japan, US, China, europe and taiwan, ex-right day is set for 29 march under new rule 

25-Jun-09 Nippon oil/Nippon mining set to make anti-trust filings in China and US shortly; F-4 to be completed by year end, spokesperson says 

10-Apr-09 Nippon mining/Nippon oil: Dividend payment schedules remain unchanged despite integration schedule amendments, yet to receive anti-trust 

approvals, spokespeople say 

05-mar-09 Nippon mining: Nippon oil might be asked to make market share adjustment in Southern Japan; mizuho, JPmorgan and Nomura named as FAs 

08-Dec-08 Nippon oil/Nippon mining face no anti-trust issues, may need approval from Japan, US, europe and China, lawyers say 

04-Dec-08 Nippon oil/Nippon mining to hold press conference at 12pm to formally announce integration plan, spokesperson says 


Regulatory Date Completed Notes 

SeC filings 


refers to clearance of Form F-4 filings by US Securities exchange Commission; it must be filed before end 

of 2nd business day following the change in ownership of securities 

merger Agreement 30-oct-09 Y from the company; refers to Board meeting for the approval of the merger document 

effective Date 01-Apr-10 planned, from the company; effective date for the merger 

Settlement Date 

Comany Events 

01-Apr-10 dr estimate; refers to issue of 2,495.5m new JX Holdings Inc shares to shareholders 

record date 

announcement 

Nippon mining ex-egm 

rights 

Nippon oil Corporation 

ex-egm rights 

31-oct-09 refers to announcement date of record date for egm 

11-Nov-09 last day to purchase shares of Nippon mining to be eligible to vote at egm; 3 trading days prior to record 

date on 15-Nov-09. 

11-Nov-09 last day to purchase shares of Nippon oil Corp to be eligible to vote at egm; 3 trading days prior to record 

date on 15-Nov-09. 

Nippon mining egm 27-Jan-10 refers to approval of merger (min 2/3 votes required) 

Nippon oil egm 27-Jan-10 refers to approval of merger (min 2/3 votes required) 

Delisting date 29-mar-10 refers to delisting date of Nippon mining and Nippon oil on tokyo/osaka/Nagoya stock exchanges 

Delisting date 29-mar-10 refers to delisting date of Nippon oil on Fukuoka/Sapporo stock exchanges 

New subsidiaries under 

new HoldCo set-up 

Multiples Value (JPYm) Offer price per share (JPY) 423.37 

Revenue 0.3x 4,065,059 1 day before 415 

EBITDA - -24,909 1 month before 442 

EBIT - -101,667 1 day after 390 

Earnings - -40,794 Pre-rumour n/a 

01-July-10 expected in July 2010, from the company 


62

JAPAN 

toP DeAlS 

TOP 15 JAPANESE ANNOUNCED DEALS FOR YTD 31 OCTOBER 2009 




30-oct-09 P Nippon mining energy, mining Nippon oil Corporation 0.3 (loss) (loss) 2.0% 11,966 


1-may-09 C Nikko Business Financial Sumitomo mitsui Citigroup Inc n/a n/a - 7,822 

Systems; Nikko 

Citigroup (domestic 

equity and debt 

underwriting 

business); Nikko 

Cordial Securities 

Inc; and Nikko 

Systems Solutions 

Services Financial group 

29-Jul-09 P Nipponkoa 

Financial Sompo Japan Insurance 

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

Insurance Co ltd Services Inc 

30-Sep-09 P Aioi Insurance Financial mitsui Sumitomo 

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

Company limited Services Insurance group 

Holdings Inc 

1-Jul-09 P Aozora Bank Financial Shinsei Bank limited n/a n/a (loss) 1.3% 2,668 

limited 

Services 

10-Sep-09 P Daiwa Securities Financial Daiwa Securities group Sumitomo mitsui n/a n/a 1.5 - 2,180 

SmBC Co ltd Services Inc 

Financial group 

Inc 

30-Sep-09 P Nissay Dowa Financial mitsui Sumitomo 

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

general Insurance Services Insurance group 

Co ltd 

Holdings Inc 

25-Sep-09 P Nippon residential real estate Advance residence 

n/a n/a - 1,841 

Investment 

Corporation 

Investment Corporation 

19-mar-09 C USJ Co ltd leisure goldman Sachs; mBk 

2.1 6.6 16.2 22.9% 1,460 

Corporation 

Partners; and owl Creek 

Asset management, l.P. 

16-Sep-09 P renesas technology tmt NeC electronics 

Corporation 

0.2 (loss) - 1,416 

25-may-09 C the Bank of Ikeda Financial the Senshu Bank 

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

limited 

Services limited 

30-Jul-09 C Nikko Asset Financial the Sumitomo trust & Nikko Citi 

n/a n/a - 1,180 

management Co ltd 

(98.55% stake) 

Services Banking Co ltd 

Holdings Inc 

31-Jul-09 C resona Holdings Inc Financial merrill lynch Japan 

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

(6.17% stake) Services Securities ltd 

27-Jan-09 C NeC tokIN 

Corporation (34.5% 

stake) 

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

28-Jul-09 C Hitachi Software Business Hitachi ltd 1.1 9.3 23.9 54.8% 834 

engineering Co ltd 

(46.04% stake) 

Services 

C = Completed; P = Pending; l = lapsed Source: mergermarket 


63

JAPAN 

toP DeAlS 

TOP 5 JAPANESE ANNOUNCED DEALS OF ThE MONTh (OCTOBER 2009) 




30-oct-09 P Nippon mining energy, mining Nippon oil Corporation 0.3 (loss) (loss) 2.0% 11,966 


28-oct-09 P orix Securities Financial monex group Inc orIX Corporation n/a n/a 19.4 - 259 

Corporation Services 

30-oct-09 P BmB Corp Consumer Xing Inc Usen 

Corporation 

0.6 n/a 1.8 - 256 

27-oct-09 P Broadleaf Co ltd tmt the Carlyle group llC ItX Corporation; 

and olympus 

Corporation 

1.2 n/a n/a - 213 

13-oct-09 C Footwork express 

Co ltd (64% stake) 

transport toll Holdings limited 0.3 n/a n/a - 182 

C = Completed; P = Pending; l = lapsed Source: mergermarket 


64

JAPAN 

eXPeCteD DeAlS 

PIPELINE OF JAPAN ExPECTED DEALS 


company 

Potential 


Potential 


Suzuki motor 

Corporation 

Suntory Holdings 

limited 

expected Deal Chuo mitsui trust 

Holdings Inc 

Potential 


mitsubishi rayon 

Co ltd, 

Industrials & 

Chemicals 

Financial 



seller (S) 


value ($m) 

Comments 

Volkswagen Ag 12,000 Suzuki motor Corporation is rumoured 

to be receiving an offer for a 20% stake 

from Volkswagen. 

Consumer kirin Holdings 

Company, limited 

Financial 

Services 

Industrials & 

Chemicals 

Sumitomo trust & 

Banking 

mitsubishi 

Chemical 

Holdings Corp 

expected deals based on confirmed announcements by companies involved 

10,000 Suntory and kirin are in the early 

stage of merger discussions. this 

potential merger would create one of 

the world's largest beverage and food 

commpanies. 

6,000 Chuo mitsui trust and Sumitomo trust 

have announced a plan to consolidate 

the business by creating a holding 

company by April 2011. 

1,800 mitsubishi rayon Co ltd, the Japanlisted 

manufacturing company, is 

rumoured to be acquired by mitsubishi 

Chemical Holdings Corp. 


65

JAPAN 

leAgUe tABleS 

TOP 15 FINANCIAL ADVISERS – JAPAN 

VAlUe 

YTD 

31-Oct-2009 

house Value 

($m) 

Deal 

count 


2 mizuho Financial group 26,731 49 

3 Daiwa Securities group 24,683 42 




7 JPmorgan 18,945 6 

8 Bank of America merrill lynch 17,131 6 

9 mitsubishi UFJ Securities 9,811 23 



12 Caliburn Partnership 4,009 1 

13 Standard Chartered 3,436 3 


15 ernst & Young 2,551 10 


VolUme 

the financial adviser league tables by value and volume have been run from 01 January 2009 to 31 october 2009 and exclude lapsed and withdrawn deals. the tables cover all sectors and are 

based on the geography of either the target, bidder or seller being Japan. 

TOP 15 LEGAL ADVISERS – JAPAN 

VAlUe 

YTD 

31-Oct-2009 

house Value 

($m) 

Deal 

count 

1 Nishimura & Asahi 31,377 43 

2 mori Hamada & matsumoto 29,427 45 

3 Skadden Arps Slate meagher & Flom 20,597 8 


5 Davis Polk & Wardwell 19,205 13 

6 Nagashima ohno & tsunematsu 15,887 24 


8 Paul Weiss rifkind Wharton & garrison 11,472 5 


10 morrison & Foerster 6,966 15 


12 Anderson mori & tomotsune 4,391 21 

13= mallesons Stephen Jaques 4,009 1 

13= Simpson grierson 4,009 1 

15 tmI Associates 3,947 20 


YTD 

31-Oct-2009 

house Value 

($m) 

Deal 

count 




4 Citigroup Inc 23,436 28 


6 gCA Savvian 1,461 20 




10 kPmg 1,192 9 




14 JPmorgan 18,945 6 


VolUme 

YTD 

31-Oct-2009 

house Value 

($m) 


the legal adviser league tables by value and volume have been run from 01 January 2009 to 31 october 2009 and exclude lapsed and withdrawn deals. the tables cover all sectors and are based 

on the geography of either the target, bidder or seller being Japan. 

Deal 

count 





5 tmI Associates 3,947 20 

6 morrison & Foerster 6,966 15 


8 Davis Polk & Wardwell 19,205 13 


10 Allen & overy 707 9 


12 latham & Watkins 3,939 8 

13 Jones Day 656 7 


15 Paul Weiss rifkind Wharton & garrison 11,472 5 



66

JAPAN 

leAgUe tABleS 

ACTIVITY TABLE OF PRIVATE EqUITY FIRMS ON JAPANESE BUYOUTS 

VAlUe 

YTD 

31-Oct-2009 

house Value 

($m) 

Deal 

count 


2 Ant Capital Partners 228 2 


4 mizuho Capital Partners 157 2 

5 Chuo mitsui Capital 112 1 

6 Unison Capita 111 1 

7 SBI Holdings 101 2 

8 Nippon mirai Capital 80 1 

9= Integral 78 1 

9= mUl Principal Investments 78 1 


VolUme 

YTD 

31-Oct-2009 

the private equity buyout activity tables by value and volume are based on private equity firms advising the bidder on buyout deals where the dominant geography of the target company is Japan. 

the tables by value and volume have been run from 01 January to 31 october 2009 and exclude lapsed and withdrawn deals. 

ACTIVITY TABLE OF PRIVATE EqUITY FIRMS ON JAPENESE ExITS 

VAlUe 

YTD 

31-Oct-2009 

house Value 

($m) 

Deal 

count 

1 Nikko Principal Investments Japan 1,180 1 




5= Deutsche Beteiligungs 242 1 

5= Quadriga Capital Services 242 1 

7 gimv 221 1 


9 CItIC Capital Holdings 111 1 


10= Sun Capital Partners 78 1 


house Value 

($m) 

Deal 

count 

1 Ant Capital Partners 228 2 

2 mizuho Capital Partners 157 2 

3 SBI Holdings 101 2 



6 Chuo mitsui Capital 112 1 

7 Unison Capital 111 1 

8 Nippon mirai Capital 80 1 

9= Integral 78 1 


VolUme 

YTD 

31-Oct-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 Japan. 

the tables by value and volume have been run from 01 January to 31 october 2009 and exclude lapsed and withdrawn deals. 

Deal 

count 




4 Nikko Principal Investments Japan 1,180 1 

5= Deutsche Beteiligungs 242 1 

5= Quadriga Capital Services 242 1 

7 gimv 221 1 


9 CItIC Capital Holdings 111 1 


10= Sun Capital Partners 78 1 



67

JAPAN 

treND grAPHS 

JAPAN M&A qUARTERLY TREND 

VAlUe VolUme 


50,000 

40,000 

30,000 

20,000 

10,000 

0 


04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09* 

JAPAN 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 


04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09* 

Japanese buyouts 

Japanese exits 



160 

140 

120 

100 

80 

60 

40 

20 

0 

25 

20 

15 

10 

5 

0 


04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09* 

moving 

average 

trend line 


04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09* 




68

JAPAN 

treND grAPHS 

JAPAN M&A ANNUAL TRENDS 

VAlUe VolUme 

value ($bn) 

120 

100 

80 

60 

40 

20 

0 

2004 

2005 

JAPAN M&A SECTOR BREAKDOwN YTD 2009 

2006 

2007 

2008 

YTD 2009* 

All Japanese M&A 



VAlUe VolUme 

2.3% 

4.3% 

1.7% 

0.4% 

1.8% 

18.2% 

0.1% 

6.2% 

44.7% 

9.2% 

7.4% 

3.7% 


TMT 

Consumer 



Transport 

Construction 


Real Estate 

Leisure 


Agriculture 


4.8% 

12.1% 

500 

400 

300 

200 

100 

0 

2004 

2.5% 

3.2% 

3.8% 

4.8% 

15.0% 

2005 

1.6% 

15.6% 

2006 

19.4% 

16.9% 

2007 

2008 

YTD 2009* 

All Japanese M&A 




TMT 

Consumer 



Transport 

Construction 


Real Estate 

Leisure 



69

JAPAN 

mID-mArket DeAlS 

TOP 10 JAPANESE ANNOUNCED MID-MARKET DEALS FOR YTD 31 OCTOBER 2009 

($10m to $250m) 


adviser 

27-mar-09 C Chelsea Japan 

Co ltd (30% 

stake) 

27-Jan-09 C Nippon milk 

Community 

Co ltd 

27-mar-09 C kishu Paper 

Co ltd 

21-may-09 C Fujitsu 

Business 

Systems ltd 

(47.45% stake) 

13-Feb-09 C eBank 

Corporation 

(46.4% stake) 

2-Sep-09 P Joyful Honda 

Co ltd (33.4% 

stake) 

17-Jul-09 C Nosan 

Corporation 

(47.26% stake) 

27-oct-09 P Broadleaf Co 

ltd 

20-may-09 l tokyo tekko 

Co ltd 

13-mar-09 C kansai Urban 

Banking 

Corporation 

(14.14% stake) 

Business 

Services 

Target/seller 

legal adviser 


financial 

adviser 

Nomura Holdings mitsubishi 

estate Co ltd 

Consumer mizuho Financial group; 

PricewaterhouseCoopers 

Industrials 

& 

Chemicals 

Snow Brand 

milk Products 

Co ltd 

ernst & Young Allen & overy Hokuetsu 

Paper mills 

ltd 

mitsubishi 

UFJ 

Securities 

Daiwa 

Securities 

group; 

mizuho 

Financial 

group 

Credit 

Suisse 

tmt Citigroup Fujitsu limited mizuho 

Financial 

group 

Financial 

Services 

rakuten Inc Daiwa 

Securities 

group 

Consumer marunouchi 

Capital Co ltd 

Pharma, 

medical & 

Biotech 

Business 

Services 

Industrials 

& 

Chemicals 

Financial 

Services 

PricewaterhouseCoopers matsuo & 

kosugi 

Daiwa Securities group Anderson mori 

& tomotsune 

mitsubishi 

Corporation 

the Carlyle 

group llC 

kyoei Steel 

limited 

Sumitomo 

mitsui Banking 

Corporation 

Bidder legal 

adviser 

mori Hamada 

& matsumoto 

Baker & 

mckenzie 

Nishimura & 

Asahi 

mitsubishi 

UFJ 

Securities 

Citigroup Nagashima 

ohno & 

tsunematsu 

Nomura 

Holdings 

Nishimura & 

Asahi 

Anderson mori 

& tomotsune 

Seller 

company 

Sojitz 

Corporation 

Norichukin 

Bank; Zennoh; 

and 

Zenrakuren 

ItX 

Corporation; 

and olympus 

Corporation 

Deal 

value 

($m) 

245 

245 

240 

230 

218 

216 

214 

213 

212 

204 



70

71 


JAPAN 

JAPANESE M&A qUARTERLY MID-MARKET TREND 

VAlUe VolUme 

0 

1,000 

2,000 

3,000 

4,000 

5,000 

Q4 

09* 

Q3 

09 

Q2 

09 

Q1 

09 

Q4 

08 

Q3 

08 

Q2 

08 

Q1 

08 

Q4 

07 

Q3 

07 

Q2 

07 

Q1 

07 

Q4 

06 

Q3 

06 

Q2 

06 

Q1 

06 

Q4 

05 

Q3 

05 

Q2 

05 

Q1 

05 

Q4 

04 

Q3 

04 

Q2 

04 

Q1 

04 

value ($m) 

0 

10 

20 

30 

40 

50 

60 

70 

80 

Q4 

09* 

Q3 

09 

Q2 

09 

Q1 

09 

Q4 

08 

Q3 

08 

Q2 

08 

Q1 

08 

Q4 

07 

Q3 

07 

Q2 

07 

Q1 

07 

Q4 

06 

Q3 

06 

Q2 

06 

Q1 

06 

Q4 

05 

Q3 

05 

Q2 

05 

Q1 

05 

Q4 

04 

Q3 

04 

Q2 

04 

Q1 

04 


moving 

average 

trend line 

mID-mArket DeAlS

JAPAN 

mID-mArket leAgUe tABleS 


JAPAN 

($10m to $250m) 

YTD 

31-Oct-2009 

Value: 

Volume: 

house Value 

($m) 

Deal 

count 







7 kPmg 742 6 

8 gCA Savvian Corporation 738 12 








6 gCA Savvian Corporation 738 12 


8 kPmg 742 6 


10 ABeam m&A Consulting Corp Fin 162 5 


the financial adviser league tables by value and volume have been run from 01 

January 2009 to 31 october 2009 and exclude lapsed and withdrawn deals. the tables 

cover all sectors and are based on the geography of either the target, bidder 

or seller being Japan. 


JAPAN 

($10m to $250m) 

YTD 

31-Oct-2009 

Value: 

Volume: 

house Value 

($m) 

Deal 

count 






6 morrison & Foerster 921 10 

7 tmI Associates 552 9 

8 Clifford Chance 536 3 

9 linklaters 525 5 

10 Davis Polk & Wardwell 487 4 






6 morrison & Foerster 921 10 

7 tmI Associates 552 9 


9 Davis Polk & Wardwell 487 4 



the legal adviser league tables by value and volume have been run from 01 January 

2009 to 31 october 2009 and include lapsed and withdrawn deals. the tables cover all 

sectors and are based on the geography of either the target, bidder or seller being Japan 


72

AUSTRALIA 

A meRgeRmARkeT m&A RepoRT on 

AUSTRALIA 

Slow start to Q4 for Australian M&A 

• After an impressive end to Q3, which made it the best 

quarter in over a year, the Australian m&A market cooled 

down significantly in october with a mere 21 transactions 

valued at $2.3bn. And while the previous months saw the 

announcement of several large transactions, like the $6bn 

takeover of eircom Holdings by Singapore Technologies 

Telemedia and the $2.6bn acquisition of Felix Resources 

by Yanzhou Coal mining Company, so far in Q4 the largest 

deal announced has been the $650m acquisition by 

mirvac group of the remaining 75% stake in mirvac Real 

estate Investment Trust. 

• For 2009 as a whole, the activity levels remain a far cry 

from its previous highs with the Australian m&A market 

firmly on track to becoming the slowest since 2004 both 

in terms of volume and values. Despite a recent resurge 

in the TmT, Consumer and Financial Services sectors, 

the energy and mining sector still remains the key deal 

generator in the market, and in the year to date the sector 

has accounted for around a third of the value and volume 

of announced and not-lapsed deals. 

• The impact of private equity firms in the Australian m&A 

market remains fairly insignificant, with only eleven 

buyout transactions and nine exits coming to the market 

this year to date. During the month of october, only 

one private equity deal was announced, namely the 

undisclosed value acquisition of a 50% stake in prixcar 

Services, the Australia based provider of processing, 

storage, rectification and project management services 

for manufacturers, importers and exporters of vehicles, 

by a consortium consisting of kaplan equity Limited, 

kFm Diversified Infrastructure and Logistics Fund, Wilh 

Wilhelmsen ASA and kawasaki (Australia) pty Limited. 

BHP Billiton breaking ground on acquisition 

strategy - Iron Ore JV still on track 

• BHp Billiton has recently confirmed that it will be looking 

at four to five acquisition targets in the near future. In 

october, the company announced its first acquisition 

under this strategy, and even though the $175m 

acquisition of fellow Australian miner United minerals 

Corporation hardly constitutes a landmark transaction 

for multi billion dollar BHp, the deal does highlight the 

company’s current acquisitive mode and is very much 

in line with it’s intentions to expand within iron ore, 

copper, coking coal, petroleum and potash fields. Certain 

investors that have been urging the company to make 

buys might not be too impressed with the size of the deal, 

which should pave the way for further acquisitions. So 

far analysts have identified Freeport mcmoran Copper 

& gold, potash Corporation of Saskatchewan as well 

as Anglo American and Xstrata as potential acquisition 

targets. 

• Alongside these acquisitions, BHp Billiton remains 

committed to the proposed Iron ore Joint Venture with Rio 

Tinto. Some speculation recently emerged over whether 

Rio Tinto was having second thoughts on the planned 

$100bn+ Australian iron ore joint venture, however, the 

two mining giants quickly confirmed their on-going 

commitment to the deal by announcing that their original 

intention to jointly market up to 15% of the JV’s expected 

output had now been cancelled. As a result, and as 

intended by the two companies, the JV will now most 

likely escape the eC merger clearance requirements, thus 

improving its chances of successful completion. 

• Chinalco, the Chinese diversified resources company 

that acquired a 12% stake in Rio Tinto in 2008, may still 

be permitted to join Rio Tinto and BHp Billiton’s iron ore 

joint venture. Chinalco is believed to have turned down 

an invitation to enter the joint venture as a partner, days 

before it was announced on 5 June 2009, and it is rumored 

that Chinalco was offered a 5% stake in the joint venture 

in return for an investment of $5.8bn. Rio and BHp have 

reportedly not ruled out allowing Chinalco to take part in 

the joint venture, pushing the ball into the hands of the 

Chinese company. A binding agreement on the JV is likely 

to be signed by early December. 


73

AUSTRALIA 

DeAL oF THe monTH 

Target: mirvac Real estate Investment Trust Announced: 12 october 2009 

Bidder: mirvac group Deal value: $649m 

Seller: Deal nature: Recommended 

• mirvac group has agreed to acquire a 75.4% stake in 

mirvac Real estate Investment Trust via a recommended 

offer valued at $649m. 

• mirvac Real estate Investment Trust (mRZ), a listed 

Australia based company headquartered in Sydney, new 

South Wales, is a real estate investment trust. mirvac 

group, a listed Australia based company headquartered in 

Sydney, new South Wales, is a real estate group engaged 

in real estate funds management and development. 

TeRMS 

• mRZ unitholders have an option to receive consideration 

either in the combination of cash and mirvac equities or 

only in the form of mirvac equities. 

• In case of the cash and securities option, mRZ unitholders 

will receive A$0.5 ($0.454) per mRZ Unit up to 20,000 mRZ 

Units in cash and 1 merged mirvac security for every 3 

mRZ Units in excess of 20,000 mRZ Units. 

• In case of the pure securities option, mRZ unitholders will 

receive 1 merged mirvac security for every 3 mRZ Units. 

This option represents an implied value of A$0.54 ($0.489) 

per mRZ Unit. 

• The offer price of A$0.54 ($0.489) per share represents 

a discount of approximately 6.9% based on mRZ’s 

closing share price of A$0.58 ($0.526) as of 09 october 

2009, the last trading day prior to the announcement 

and a premium of 1.9% over its closing share price of 

A$0.53 ($0.48) as of 11 September 2009, the last trading 

month prior to the announcement. The offer price also 

represents a premium of 22.7% over mRZ’s pre-rumour 

date share price of A$0.44 ($0.4) per share as of 13 

August 2009. 

• The implied equity value of the transaction is $307.3m. 

BACKGROUND & RATIONALe 

• The transaction will enable mRZ and mirvac to create 

a stronger and more diversified property investment 

portfolio, benefitting the unitholders and security holders 

of both companies. The transaction will enable mRZ 

unitholders to enjoy improved gearing, cost of capital 

and financial flexibility. The transaction also offers an 

enhanced growth profile, liquidity and geographic base 

to mRZ. 

• on 13 August 2009, mirvac announced its preliminary 

discussions with mRZ for the acquisition of the company. 

mRZ’s independent directors have recommended the offer 

to the unitholders. prior to the transaction, mirvac owned 

a 24.6% stake in mRZ. 

POST DeAL DeTAILS 

• post-acquisition, mRZ will become a wholly-owned subtrust 

of mirvac property Trust. 

CONDITIONS 

• Subject to approval from mirvac Real estate Investment 

Trust unitholders. 


74

AUSTRALIA 


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


Revenue - - 1 day before -6.90% 

eBITDA - - 1 month before 1.89% 

eBIT - - 1 day after 3.85% 

earnings - -203.06 Pre-rumour 32.11% 

Advisers 


Financial Deloitte 

Financial Jpmorgan 

Citigroup 

Bg Capital 

macquarie group 

Legal Legal In House 


30-oct-09 mReIT could see increasing institutional resistance to mirvac merger 

14-oct-09 mirvac ReIT: Investor reaction generally positive but support likely solidified with explanatory memorandum; principal global Investors still prefers 

asset sales/cap raise route 


75

AUSTRALIA 

Top DeALS 

TOP 15 AUSTRALIAN ANNOUNCeD DeALS FOR YTD 31 OCTOBeR 2009 

Announced Status Target company Sector Bidder company Seller company exit multiples (x) Bid premia Deal value 

Revenue eBITDA P/e 


12-Feb-09 L Rio Tinto (stakes in energy, mining Aluminum Corporation Rio Tinto plc - 11,838 

nine mining assets) & Utilities of China 

14-Sep-09 p eircom Holdings TmT Singapore Technologies 

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

Limited 

Telemedia pte Ltd 

11-may-09 C Lion nathan Limited Consumer kirin Holdings Company 

3.7 13.3 23.0 4.9% 4,009 

(53.87% stake) 

Limited 

13-Aug-09 p Felix Resources energy, mining Yanzhou Coal mining 

4.2 7.8 13.0 0.3% 2,564 

Limited 

& Utilities Company Ltd 

16-Feb-09 L oZ minerals Limited energy, mining China minmetals 

2.9 10.4 (loss) - 2,393 


19-may-09 C ABB grain Ltd Business 

Services 

Viterra Inc 1.0 14.3 29.1 7.4% 1,695 

15-Jun-09 C Cemex Australia Construction Holcim Limited Cemex SA 1.1 6.5 - 1,606 

pty Ltd 

de CV 

25-Sep-09 p Ing Australia Financial Australia and new Ing group nV n/a n/a 12.1 - 1,526 

Limited (51% stake); Services Zealand Banking group 

and Ing new 

Zealand Limited 

(51% stake) 

Limited 

26-Aug-09 p Sino gold mining energy, mining eldorado gold 

13.3 45.5 (loss) 21.9% 1,496 


stake) 


14-Apr-09 C oZ minerals (certain energy, mining China minmetals non- oZ minerals 

- 1,386 

assets excluding 

prominent Hill and 

martabe) 

& Utilities Ferrous metals Co Ltd Limited 

27-Jan-09 C Boddington gold energy, mining newmont mining Anglogold 

- 990 

mine Joint Venture & Utilities Corporation 

Ashanti 

(33.33% stake) 

Limited 

12-mar-09 C Schweppes 

Holdings pty Ltd 

Consumer Asahi Breweries Ltd Cadbury plc 0.7 7.1 - 776 

22-Jun-09 C Aviva Australia Financial national Australia Bank Aviva Australia n/a n/a - 727 

(wealth 

management 

business) 

Services Limited 

28-Sep-09 p Lend Lease pharma, Lend Lease Corporation 

4.4 (loss) (loss) 26.5% 654 

primelife group medical & Limited 

(56.8% stake) Biotech 

12-oct-09 p mirvac Real estate 

Investment Trust 

(75.4% stake) 

Real estate mirvac group n/a n/a (loss) -6.9% 649 



76

AUSTRALIA 

Top DeALS 

TOP 5 AUSTRALIAN ANNOUNCeD DeALS OF THe MONTH (OCTOBeR 2009) 




12-oct-09 p mirvac Real estate 

Investment Trust 

(75.4% stake) 

Real estate mirvac group n/a n/a (loss) -6.9% 649 

8-oct-09 p Babcock & Brown Financial Brookfield Asset 

7.6 24.1 - 566 

Infrastructure group 

(35% stake) 

Services management Inc 

9-oct-09 p Breville group 

Limited 

Consumer gUD Holdings Ltd 0.8 11.6 19.9 39.5% 282 

19-oct-09 p moly mines Limited energy, mining Hanlong mining 

504.6 (loss) (loss) -41.6% 275 

(68.78% stake) & Utilities Investment pty Ltd 

16-oct-09 p United minerals energy, mining BHp Billiton Ltd 247.0 (loss) (loss) 42.9% 175 

Corporation nL & Utilities 



77

AUSTRALIA 

eXpeCTeD DeALS 

PIPeLINe OF AUSTRALIAN exPeCTeD DeALS 


company 

expected deal BHp Billiton's 

and Rio Tinto's 

Western 

Australian iron ore 

assets 

expected deal AXA Asia pacific 


Rumoured 

Takeover 

Target 

Suncorp-metway 

Ltd 

energy, 

mining & 

Utilities 

Financial 

Services 

Financial 

Services 

Rio Tinto / BHp 

Billiton joint 

venture 

AXA; and Amp 

Limited 

Westpac; national 

Australia Bank; 

Australia and 

new Zealand 

Banking group; 

Commonwealth 

Bank; J.C Flowers 

& Co; and QBe 

expected deal Transurban group Construction Canada pension 

plan Investment 

Board; and 

ontario Teachers’ 

pension plan 

Rumoured 

Takeover 

Target 

Rumoured 

Takeover 

Target 

Rumoured 

Takeover 

Target 

Rumoured 

Takeover 

Target 

Toll Holdings 

Limited 

oZ minerals 

Limited 

Arrow energy 

Limited 

Financial 



seller (S) 

goldman 

Sachs (S); 

gresham 

Advisory 

partners 

(S); morgan 

Stanley (S) 


cap/ est. 

value 

($m) 

BHp Billiton 

Ltd; and Rio 

Tinto Limited 

Comments 

58,000 BHp and Rio Tinto have signed a nonbinding 

agreement to combine their Western 

Australian iron ore assets into a 50:50 joint 

venture. In order to equalise the contribution 

value of the two companies, BHp Billiton will 

pay $5.8bn for equity type interests to take its 

interest in the JV from 45% to 50%. 

10,000 Amp and AXA has submitted a joint offer for 

AXA Asia pacific Holdings. The offer would 

be equivalent to AXA selling its 54% stake in 

AXA ApH's Australia & new Zealand business 

while acquiring the 46% of AXA ApH's Asian 

operations that AXA does not own for a net 

cash payment of eUR 1.1bn. AXA has agreed 

to enter into an exclusivity arrangement with 

Amp for the purpose of this offer. The offer 

can be withdrawn by AXA and/or Amp at any 

time. 

Lazard (T) 8,500 Suncorp-metway is expected to evaluate 

a potential break-up of operations after 

completing a $2.5bn debt raising and 

undertaking certain structural changes 

that will ease a potential demerger of the 

banking, insurance, and wealth management 

operations. The company is currently believed 

to be trading on the potential for a break-up 

as opposed to the company's fundamentals. 

Lazard (T) 6,500 Transurban group has received a conditional 

and non-binding joint takeover proposal from 

Canada pension plan Investment Board and 

ontario Teachers’ pension plan. The Board 

of Transurban has evaluated the proposal 

with its advisers, Lazard and mallesons, and 

rejected it on its current terms. 

Transport Brambles Ltd 4,500 Toll Holdings Ltd, the Australian listed 

transportation group has been rumoured 

to be in merger talks with Brambles Ltd, 

however, both parties have downplayed 

the deal opportunity following the market 

speculation. meanwhile, Toll Holdings has 

continued to target Asia for acquisitions 

energy, 

mining & 

Utilities 

Atlas Iron Limited energy, 

mining & 

Utilities 

Anglo American 

plc 

energy Royal Dutch 

Shell plc; and 

petroChina 


Hebei Iron and 

Steel group Co. 

Ltd (unconfirmed) 


2,700 Anglo American is rumoured to be interested 

in acquiring oZ minerals now that the 

company is debt free and has $575 in cash. 

2,500 Arrow energy Ltd, the Australian energy 

group, was thought to have received bid from 

Royal Dutch Shell, but at an insufficient offer 

price. The company has downplayed the take 

over speculation, but still remains a viable 

takeover target. meanwhile, Arrow energy has 

increased its stake in the Braemar 2 power 

Station by 24.9%. 

500 Atlas Iron, the Australia-listed group, is 

rumoured to be the target of a Chinese steel 

group. Hebei Iron and Steel group has been 

mentioned as a potential suitor. 


78

AUSTRALIA 

LeAgUe TABLeS 

TOP 15 FINANCIAL ADVISeRS 

VALUe 

YTD 

31-Oct-2009 

House Value 

($m) 

Deal 

count 





5 Caliburn partnership 6,144 7 





10 grant Samuel 3,667 8 

11 gresham Advisory partners 3,647 20 

12 Royal Bank of Scotland group 3,641 10 


14 merrion Capital group 3,393 1 

15 Wilson HTm Corporate Finance 2,670 3 


VoLUme 

The financial adviser league tables by value and volume have been run from 01 January 2009 to 31 october 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-Oct-2009 

House Value 

($m) 

Deal 

count 





5 Johnson Winter & Slattery 13,591 3 




9= Chiomenti Studio Legale 11,838 1 

9= Commerce and Finance Law offices 11,838 1 


9= Simpson Thacher & Bartlett 11,838 1 

13 gilbert + Tobin 9,385 15 

14= Arthur Cox 5,768 1 

14= matheson ormsby prentice 5,768 1 


YTD 

31-Oct-2009 

House Value 

($m) 

Deal 

count 


2 gresham Advisory partners 3,647 20 










12 grant Samuel 3,667 8 

13 Caliburn partnership 6,144 7 



VoLUme 

YTD 

31-Oct-2009 

House Value 

($m) 


The legal adviser league tables by value and volume have been run from 01 January 2009 to 31 october 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 




4 Clayton Utz 4,455 29 

5 minter ellison 1,301 24 



8 gilbert + Tobin 9,385 15 

9 Deacons 666 15 

10 Corrs Chambers Westgarth 4,831 12 

11 Steinepreis paganin 897 8 


13 DLA piper 791 7 





79

AUSTRALIA 

ACTIVITY TABLe OF PRIVATe eQUITY FIRMS ON AUSTRALIAN BUYOUTS 

VALUe 

YTD 

31-Oct-2009 

House Value 

($m) 

Deal 

count 

1 Terra Firma Capital partners 278 1 

2 Advent private Capital 59 1 

3 CHAmp private equity 57 1 

4 guinness peat group 43 1 

5 Ironbridge Capital 15 2 


VoLUme 

YTD 

31-Oct-2009 

The private equity buyout activity tables by value and volume are based on private equity firms advising the bidder on buyout deals where the dominant geography of the target company is 

Australia The tables by value and volume have been run from 01 January 2009 to 31 october 2009 and exclude lapsed and withdrawn deals 

ACTIVITY TABLe OF PRIVATe eQUITY FIRMS ON AUSTRALIAN exITS 

VALUe 

YTD 

31-Oct-2009 

House Value 

($m) 

Deal 

count 

1 Harbinger Capital partners 408 1 

2= Catalyst Investment managers 71 1 

2= CHAmp private equity 71 1 

4 Resource Capital Funds 43 1 

5 macquarie group 34 1 


House Value 

($m) 

Deal 

count 

1 Ironbridge Capital 15 2 

2 Terra Firma Capital partners 278 1 

3 Advent private Capital 59 1 

4 CHAmp private equity 57 1 

5 guinness peat group 43 1 

VoLUme 

YTD 

31-Oct-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 Australia 

The tables by value and volume have been run from 01 January 2009 to 31 october 2009 and exclude lapsed and withdrawn deals 

Deal 

count 

1 Harbinger Capital partners 408 1 

2= Catalyst Investment managers 71 1 

2= CHAmp private equity 71 1 

4 Resource Capital Funds 43 1 




80

81 


AUSTRALIA 

TRenD gRApHS 

AUSTRALIAN M&A QUARTeRLY TReND 

VALUe VoLUme 

Moving 

average 

trend line 

0 

5,000 

10,000 

15,000 

20,000 

25,000 

30,000 

35,000 

40,000 

45,000 

Q4 

09* 

Q3 

09 

Q2 

09 

Q1 

09 

Q4 

08 

Q3 

08 

Q2 

08 

Q1 

08 

Q4 

07 

Q3 

07 

Q2 

07 

Q1 

07 

Q4 

06 

Q3 

06 

Q2 

06 

Q1 

06 

Q4 

05 

Q3 

05 

Q2 

05 

Q1 

05 

Q4 

04 

Q3 

04 

Q2 

04 

Q1 

04 

value ($m) 

AUSTRALIAN M&A QUARTeRLY PRIVATe eQUITY TReND 

VALUe VoLUme 

0 

3,000 

6,000 

9,000 

12,000 

15000 

Q4 

09* 

Q3 

09 

Q2 

09 

Q1 

09 

Q4 

08 

Q3 

08 

Q2 

08 

Q1 

08 

Q4 

07 

Q3 

07 

Q2 

07 

Q1 

07 

Q4 

06 

Q3 

06 

Q2 

06 

Q1 

06 

Q4 

05 

Q3 

05 

Q2 

05 

Q1 

05 

Q4 

04 

Q3 

04 

Q2 

04 

Q1 

04 

value ($m) 

Australian buyouts 

Australian exits 

0 

5 

10 

15 

20 

25 

Q4 

09* 

Q3 

09 

Q2 

09 

Q1 

09 

Q4 

08 

Q3 

08 

Q2 

08 

Q1 

08 

Q4 

07 

Q3 

07 

Q2 

07 

Q1 

07 

Q4 

06 

Q3 

06 

Q2 

06 

Q1 

06 

Q4 

05 

Q3 

05 

Q2 

05 

Q1 

05 

Q4 

04 

Q3 

04 

Q2 

04 

Q1 

04 




0 

20 

40 

60 

80 

100 

120 

140 

160 

180 

Q4 

09* 

Q3 

09 

Q2 

09 

Q1 

09 

Q4 

08 

Q3 

08 

Q2 

08 

Q1 

08 

Q4 

07 

Q3 

07 

Q2 

07 

Q1 

07 

Q4 

06 

Q3 

06 

Q2 

06 

Q1 

06 

Q4 

05 

Q3 

05 

Q2 

05 

Q1 

05 

Q4 

04 

Q3 

04 

Q2 

04 

Q1 

04 

volume of deals

AUSTRALIA 

TRenD gRApHS 

AUSTRALIAN M&A ANNUAL TReNDS 

VALUe VoLUme 

value ($bn) 

100 

80 

60 

40 

20 

0 

2004 

2005 

AUSTRALIAN M&A SeCTOR BReAKDOwN YTD 2009 

2006 

2007 

2008 


YTD 2009* 

All Australian M&A 



VALUe VoLUme 

16.8% 

1.1% 

4.5% 

0.9% 

2.6% 

0.7% 

3.4% 

10.4% 

2.4% 

16.1% 

6.4% 

34.6% 



Consumer 



TMT 

Leisure 



Agriculture 

Construction 

Real Estate 

6.9% 

8.3% 

600 

500 

400 

300 

200 

100 

5.1% 

0 

10.6% 

5.1% 

2004 

1.9% 1.4% 

1.9% 

12.0% 

2005 

1.4% 

2006 

15.3% 

30.1% 

2007 

2008 

YTD 2009* 

All Australian M&A 





Consumer 



TMT 

Leisure 



Agriculture 

Construction 

Real Estate 


82

AUSTRALIA 

mID-mARkeT DeALS 

TOP 10 AUSTRALIAN ANNOUNCeD MID-MARKeT DeALS FOR YTD 31 OCTOBeR 2009 

($10m To $250m) 



13-Feb-09 L HeartWare 

International 

Inc 

28-Aug-09 p Aquila 

Resources 

Limited (15% 

stake) 

30-Sep-09 C elders 

Insurance 

Agencies 

pty Ltd 

(75% stake); 

and elders 

Insurance Ltd 

27-may-09 p exxonmobil 

(302 mobil 

service station 

sites) 

1-may-09 L Lynas 

Corporation 

Limited 

(51.66% stake) 

16-oct-09 p United 

minerals 

Corporation 

nL 

26-may-09 C pan 

Australian 

Resources 

(19.9% stake) 

26-Aug-09 C mirvac group 

(6.13% stake) 

23-Sep-09 p mount gibson 

Iron Limited 

(14.34% stake) 

2-mar-09 C kAZ group 

Limited 


pharma, 

medical & 

Biotech 

energy, 

mining & 

Utilities 

Financial 

Services 

Target/seller legal 

adviser 

Jpmorgan Blake Dawson; 

Hogan & Hartson; 

Shearman & 

Sterling 

Advising seller: 

proskauer Rose 

Advising 

Jpmorgan: 

Cravath Swaine & 

moore 

Sigiriya Capital mallesons 

Stephen Jaques 


Caliburn 

partnership 


Freehills 

Consumer Advising seller: 

Blake Dawson 

energy, 

mining & 

Utilities 

energy, 

mining & 

Utilities 

energy, 

mining & 

Utilities 

UBS 

Investment 

Bank 

Bidder company Bidder financial 

adviser 

Thoratec 

Corporation 

Baoshan Iron 

& Steel Co Ltd 

QBe Insurance 

group Limited 

Caltex 

Australia 

Limited 

Deacons China 

nonferrous 

metal mining 

(group) Co Ltd 

Blakiston and 

Crabb 

Rothschild mallesons 

Stephen Jaques; 

mcCullough 

Robertson 

Real estate Advising seller: 

Freehills 

energy, 

mining & 

Utilities 

Business 

Services 


Credit Suisse 


Freehills 

BHp Billiton 

Ltd 

guangdong 

Rising Assets 

management 

Co Ltd 

Deutsche 

Securities 

Australia 

Limited 

Fushan 

International 

energy group 

Limited 

Bank of 

America 

merrill Lynch 

Deutsche 

Bank 

Caliburn 

partnership 

gresham 

Advisory 

partners Ltd 

China 

International 

Capital; 

gresham 

Advisory 

partners 

Bank of China 

International 

Holdings; 

Deutsche 

Bank 

Fujitsu Limited macquarie 

group 

Bidder legal 

adviser 

Corrs 

Chambers 

Westgarth; 

Latham & 

Watkins 

Corrs 

Chambers 

Westgarth 


value 

($m) 

Apple Tree 248 

partners 

elders 

Limited 

Freehills mobil oil 

Australia pty 

Ltd 

Baker & 

mckenzie 

mallesons 

Stephen 

Jaques 

Baker & 

mckenzie 

mallesons 

Stephen 

Jaques; Sidley 

Austin 

nakheel 

pJSC 

Shougang 

Concord 

International 

enterprises 

Company 

Limited 

DLA piper Telstra 

Corporation 

Limited 

241 

236 

233 

215 

175 

169 

166 

153 

129 


83

84 


AUSTRALIA 

AUSTRALIAN M&A QUARTeRLY MID-MARKeT TReND 

VALUe VoLUme 

0 

1,000 

2,000 

3,000 

4,000 

5,000 

6,000 

Q4 

09* 

Q3 

09 

Q2 

09 

Q1 

09 

Q4 

08 

Q3 

08 

Q2 

08 

Q1 

08 

Q4 

07 

Q3 

07 

Q2 

07 

Q1 

07 

Q4 

06 

Q3 

06 

Q2 

06 

Q1 

06 

Q4 

05 

Q3 

05 

Q2 

05 

Q1 

05 

Q4 

04 

Q3 

04 

Q2 

04 

Q1 

04 

value ($m) 

0 

20 

40 

60 

80 

100 

Q4 

09* 

Q3 

09 

Q2 

09 

Q1 

09 

Q4 

08 

Q3 

08 

Q2 

08 

Q1 

08 

Q4 

07 

Q3 

07 

Q2 

07 

Q1 

07 

Q4 

06 

Q3 

06 

Q2 

06 

Q1 

06 

Q4 

05 

Q3 

05 

Q2 

05 

Q1 

05 

Q4 

04 

Q3 

04 

Q2 

04 

Q1 

04 


Moving 

average 

trend line 

mID-mARkeT DeALS

AUSTRALIA 

mID-mARkeT LeAgUe TABLeS 

TOP 10 MID-MARKeT FINANCIAL ADVISeRS – 

AUSTRALIA 

($10m To $250m) 

YTD 

31-Oct-2009 

Value: 

Volume: 

House Value 

($m) 

Deal 

count 

1 gresham Advisory partners 998 13 


3 Caliburn partnership 749 5 



6 Rothschild 393 5 



9 Sigiriya Capital 241 1 


1 gresham Advisory partners 998 13 





6 Caliburn partnership 749 5 


8 Royal Bank of Scotland group 201 5 






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-Oct-2009 

Value: 

Volume: 

House Value 

($m) 

Deal 

count 




4 Baker & mckenzie 829 12 


6 Corrs Chambers Westgarth 624 6 


8 Hogan & Hartson 446 2 

9 gilbert + Tobin 400 9 








7 gilbert + Tobin 400 9 

8 Deacons 322 8 

9 Corrs Chambers Westgarth 624 6 





sectors and are based on the geography of either the target, bidder or seller being Australia 


85

EUROPEAN 

A mERgERmARkEt m&A REPORt ON 

EUROPEAN 

Top 15 EuRopEAn AnnouncEd dEAls foR YTd 31 ocToBER 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) 

20-Feb-09 C Endesa SA (25.01% Energy, mining Enel SpA Acciona SA 2.7 8.5 18.6 76.0% 11,107 

stake) 

& Utilities 

23-Feb-09 C Nuon NV Energy, mining Vattenfall AB 

& Utilities 

1.8 14.4 20.7 - 8,500 

12-Jan-09 C Essent NV Energy, mining RWE Ag 

& Utilities 

7,300 

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 

31-Jul-09 P grupo Ferrovial SA Construction Cintra Concesiones 

de Infrastructuras de 

transporte SA 

0.4 2.1 (loss) -21.5% 5,796 

20-may-09 C Julius Baer group Financial Julius Baer Holding Ag Julius Baer n/a n/a 17.4 - 5,238 

Ltd 

Services (Shareholders) 

Holding Ag 

28-Sep-09 P Solvay 

Pharma, Abbott Laboratories Solvay SA 1.7 7.3 - 4,500 

Pharmaceuticals SA medical & 

Biotech 

7-mar-09 C Lloyds Banking Financial Hm treasury n/a n/a 2.9 -8.5% 4,455 

group Plc (21.60% 

stake) 

Services 

12-Feb-09 C Italgas SpA Energy, mining Snam Rete gas SpA 

& Utilities 

ENI SpA 5.4 9.1 13.5 - 4,206 

7-Apr-09 C JSC gazprom Neft Energy, mining OAO gazprom ENI SpA 0.8 3.3 4.6 - 3,089 

(20% stake) & Utilities 

2-Jun-09 C Hypo Real Estate Financial SoFFin n/a n/a (loss) 98.7% 2,960 

Holding Ag (81% 

stake) 

Services 

20-Feb-09 P Endesa SA 

Energy, mining Acciona SA Endesa SA - 2,890 

(renewable energy 

generation assets) 

& Utilities 

31-mar-09 C Compania Espanola Energy, mining International Petroleum Banco Santander 0.5 14.3 32.1 4.8% 2,870 

de Petroleos SA 

(32.50% stake) 

& Utilities Investment Company SA 

30-Jan-09 C metrovacesa SA Real Estate Banco Bilbao Vizcaya 

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

(65.43% stake) 

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 Banco 

Santander SA 

12-Feb-09 C Stogit SpA Energy, mining Snam Rete gas SpA 

& Utilities 

ENI SpA 8.5 10.9 19.9 - 2,588 



86

EUROPEAN 

tOP dEALS 

Top 5 EuRopEAn AnnouncEd dEAls of ThE MonTh (ocToBER 2009) 

Announced status Target company sector Bidder company seller company Exit multiples (x) Bid premia deal value 

Revenue EBITdA p/E 


16-Oct-09 P Origo Resource Financial Origo Sino India Plc n/a n/a (loss) -14.2% 2,287 

Partners Limited Services 

1-Oct-09 P tandberg ASA tmt Cisco Systems Inc 3.2 11.9 21.3 11.1% 1,874 

21-Oct-09 P gatwick Airport Ltd transportation global Infrastructure 

Partners 

BAA Limited 3.3 9.5 47.4 - 1,595 

15-Oct-09 P Anheuser-Busch Consumer CVC Capital Partners Anheuser-Busch 

- 1,493 

InBev (Central 

European 

operations) 

Limited 

InBev 

28-Oct-09 P Sal. Oppenheim jr & Financial deutsche Bank Ag - 1,000 

Cie SCA 

Services 



87

EUROPEAN 

LEAgUE tABLES 

Top 20 fInAncIAl AdVIsERs 

VALUE 

YTd 

31-oct-2009 

house Value 

(€m) 

deal 

count 


2 JPmorgan 67,691 96 





7 deutsche Bank 56,501 52 

8 Lazard 56,102 82 



11 greenhill & Co 36,706 7 


13 mediobanca 26,164 17 

14 Santander global Banking and markets 23,203 13 

15 Banca ImI/Intesa Sanpaolo 21,625 20 

16 Banco Bilbao Vizcaya Argentaria 21,227 7 


18 BNP Paribas 17,466 38 

19 INg 15,766 37 

20 HSBC Bank 11,159 28 


VOLUmE 

the financial adviser league tables by value and volume have been run from 01 January 2009 to 31 October 2009 and exclude lapsed and withdrawn deals. the tables cover all sectors and are 

based on the geography of either the target, bidder or seller being Europe 

Top 20 lEgAl AdVIsERs 

VALUE 

YTd 

31-oct-2009 

house Value 

(€m) 

deal 

count 

1 Freshfields Bruckhaus deringer 109,565 130 






7 Cravath Swaine & moore 47,544 10 

8 davis Polk & Wardwell 43,680 10 

9 Homburger 37,331 8 


11 Uria menendez 26,062 21 



14 Herbert Smith/gleiss Lutz/Stibbe 22,914 53 


16 Chiomenti Studio Legale 22,383 27 

17 Cuatrecasas, goncalves Pereira 21,866 30 


19 Allen & Overy 21,105 106 



YTd 

31-oct-2009 

house Value 

(€m) 

deal 

count 


2 JPmorgan 67,691 96 

3 deloitte 8,828 86 


5 Lazard 56,102 82 



8 kPmg 9,611 80 





13 Citigroup 61,634 46 

14 Ernst & Young 2,762 42 


16 INg 15,766 37 


18 Close Brothers group 927 33 


20 HSBC Bank 11,159 28 

VOLUmE 

YTd 

31-oct-2009 

house Value 

(€m) 


the legal adviser league tables by value and volume have been run from 01 January 2009 to 31 October 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 

deal 

count 



3 Allen & Overy 21,105 106 


5 CmS 9,698 82 

6 dLA Piper 6,182 74 

7 Jones day 7,163 60 



10 White & Case 4,035 49 



13 Lovells 5,496 39 


15 Ashurst 4,036 36 

16 Eversheds 1,214 35 

17 dewey & LeBoeuf 12,271 33 



20 Cuatrecasas, goncalves Pereira 21,866 30 



88

EUROPEAN 

LEAgUE tABLES 

AcTIVITY TABlE of pRIVATE EquITY fIRMs on EuRopEAn BuYouTs 

VALUE 

YTd 

31-oct-2009 

house Value 

(€m) 

deal 

count 

1 AXA Private Equity 1,936 5 

2 CVC Capital Partners 1,866 2 

3 global Infrastructure Partners 1,609 1 

4 Index Ventures 1,433 2 

5= Andreessen Horowitz 1,424 1 

5= Silver Lake Partners 1,424 1 

7 One Equity Partners 893 1 

8 mid Europa Partners 860 2 

9 Charterhouse Capital Partners 654 2 

10 Advent International 589 3 


VOLUmE 

YTd 

31-oct-2009 

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 October 2009 and exclude lapsed and withdrawn deals 

AcTIVITY TABlE of pRIVATE EquITY fIRMs on EuRopEAn ExITs 

VALUE 

YTd 

31-oct-2009 

house Value 

(€m) 

deal 

count 

1 HBm BioVentures 733 2 

2 Candover Investments 654 2 

3 Ripplewood Holdings 582 1 

4 gimv 526 2 

5 deutsche Beteiligungs 522 2 

6 Basic Element 494 1 

7 Sofinnova Partners 447 2 

8= Biomed Partners 403 1 

8= Clarus Ventures 403 1 

8= Novartis Venture Funds 403 1 

8= SV Life Sciences 403 1 

8= Venture Incubator Partners 403 1 


house Value 

(€m) 

deal 

count 

1 Lloyds tSB development Capital 297 11 

2 AXA Private Equity 1,936 5 

3 gimv 177 5 

4 Barclays Private Equity 475 4 

5 HgCapital 454 4 

6 Waterland Private Equity Investments 436 4 

7 EQt Partners 272 4 

8 BLUO SICAV SIF 109 4 

9 Foresight group 14 4 

10 NPm Capital - 4 

VOLUmE 

YTd 

31-oct-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 Europe 


deal 

count 

1 3i group 85 8 

2 ARQUES Industries 123 4 

3 Inflexion Private Equity Partners 230 3 

4 Innovacom 42 3 

5 N+1 Capital Privado 38 3 

6 Argos Soditic - 3 



9 gimv 526 2 

10 deutsche Beteiligungs 522 2 



89

90 


EUROPEAN 

tRENd gRAPHS 

EuRopEAn M&A quARTERlY TREnd 

VALUE VOLUmE 

moving 

average 

trend line 

0 

50,000 

100,000 

150,000 

200,000 

250,000 

300,000 

350,000 

400,000 

450,000 

500,000 

Q4 

09* 

Q3 

09 

Q2 

09 

Q1 

09 

Q4 

08 

Q3 

08 

Q2 

08 

Q1 

08 

Q4 

07 

Q3 

07 

Q2 

07 

Q1 

07 

Q4 

06 

Q3 

06 

Q2 

06 

Q1 

06 

Q4 

05 

Q3 

05 

Q2 

05 

Q1 

05 

Q4 

04 

Q3 

04 

Q2 

04 

Q1 

04 

value (€m) 

0 

200 

400 

600 

800 

1,000 

1,200 

1,400 

1,600 

1,800 

Q4 

09* 

Q3 

09 

Q2 

09 

Q1 

09 

Q4 

08 

Q3 

08 

Q2 

08 

Q1 

08 

Q4 

07 

Q3 

07 

Q2 

07 

Q1 

07 

Q4 

06 

Q3 

06 

Q2 

06 

Q1 

06 

Q4 

05 

Q3 

05 

Q2 

05 

Q1 

05 

Q4 

04 

Q3 

04 

Q2 

04 

Q1 

04 


EuRopEAn M&A quARTERlY pRIVATE EquITY TREnd 

VALUE VOLUmE 

0 

10,000 

20,000 

30,000 

40,000 

50,000 

60,000 

70,000 

80,000 

90,000 

100,000 

Q4 

09* 

Q3 

09 

Q2 

09 

Q1 

09 

Q4 

08 

Q3 

08 

Q2 

08 

Q1 

08 

Q4 

07 

Q3 

07 

Q2 

07 

Q1 

07 

Q4 

06 

Q3 

06 

Q2 

06 

Q1 

06 

Q4 

05 

Q3 

05 

Q2 

05 

Q1 

05 

Q4 

04 

Q3 

04 

Q2 

04 

Q1 

04 

value (€m) 

European buyouts 

European exits 

0 

50 

100 

150 

200 

250 

300 

350 

400 

Q4 

09* 

Q3 

09 

Q2 

09 

Q1 

09 

Q4 

08 

Q3 

08 

Q2 

08 

Q1 

08 

Q4 

07 

Q3 

07 

Q2 

07 

Q1 

07 

Q4 

06 

Q3 

06 

Q2 

06 

Q1 

06 

Q4 

05 

Q3 

05 

Q2 

05 

Q1 

05 

Q4 

04 

Q3 

04 

Q2 

04 

Q1 

04 



European exits

EUROPEAN 

tRENd gRAPHS 

EuRopEAn M&A AnnuAl TREnds 

VALUE VOLUmE 

value (€bn) 

1,200 

1,000 

800 

600 

400 

200 

0 

2004 

2005 

2006 

2007 

2008 

2009 YTD 

All European M&A 



EuRopEAn M&A sEcToR BREAkdown YTd 2009 

VALUE VOLUmE 

6.3% 

36.2% 

1.9% 

1.1% 

4.5% 

4.6% 

6.2% 

5.9% 

8.2% 

21.6% 

3.3% 


Consumer 

TMT 





Construction 

Leisure 


Real estate 


8.2% 

7,000 

6,000 

5,000 

4,000 

3,000 

2,000 

1,000 

6% 

0 

5.1% 

9.7% 

2004 

1% 

2% 

3.2% 

4.5% 

11.7% 

2005 

0.2% 

2006 

19.3% 

12.7% 

2007 

16.3% 

2008 

2009 YTD 

All European M&A 




Consumer 

TMT 





Construction 

Leisure 


Real estate 

Agriculture 

Defence 


91

EUROPEAN 

tRENd gRAPHS 

EuRopEAn M&A gEogRAphIc BREAkdown YTd 2009 

VALUE VOLUmE 

16.7% 

EuRopEAn M&A dEAl sIzE BREAkdown 

VALUE VOLUmE 

value (€bn) 

8.1% 

700 

650 

600 

550 

500 

450 

400 

350 

300 

250 

200 

150 

100 

50 

0 

H1 

2004 

6.8% 

17.5% 

H2 

2004 

3% 

H1 

2005 

3.9% 

H2 

2005 

H1 

2006 

19.4% 

4.7% 

9% 

H2 

2006 

11.1% 

H1 

2007 

H2 

2007 

UK & Ireland 

CEE 

Germany 

Nordic 

France 

Benelux 

Iberia 

Italy 

Other 

SEE 

H1 

2008 

H2 

2008 

H1 

2009 

H2 

2009* 

> €501m 

€251m-€500m 

€101m-€250m 

€15m-€100m 

€5m-€14.9m 


8.2% 

9.9% 

6.9% 

3,500 

3,000 

2,500 

2,000 

1,500 

1,000 

500 

0 

10.1% 

H1 

2004 

6.2% 

H2 

2004 

3.5% 

H1 

2005 

11% 

H2 

2005 

H1 

2006 

18.9% 

12.5% 

H2 

2006 

12.7% 

H1 

2007 

H2 

2007 

UK & Ireland 

CEE 

Germany 

Nordic 

France 

Benelux 

Iberia 

Italy 

Other 

SEE 

H1 

2008 

H2 

2008 

H1 

2009 

H2 

2009* 

> €501m 

€251m-€500m 

€101m-€250m 

€15m-€100m 

€5m-€14.9m 



92

EUROPEAN 

TRAnsATlAnTIc dEAls 

VALUE VOLUmE 

value (€m) 

100,000 

80,000 

60,000 

40,000 

20,000 

0 


04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09* 

Value deals European bidder 

acq North American target 

Value deals Nth American 

bidder acq European target 

Total Transatlantic activity 


250 

200 

150 

100 

50 

0 


04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09* 

Value deals European bidder 

acq North American target 

Value deals Nth American 

bidder acq European target 

Total Transatlantic activity 


93

EUROPEAN 

mId-mARkEt dEALS 

Top 15 EuRopEAn AnnouncEd MId-MARkET dEAls of ThE MonTh (ocToBER 2009) 

(€10m tO €250m) 



26-Oct-09 P Standard Life Bank 

Plc 

15-Oct-09 P kleinwort Benson 

Channel Islands 

Holding Limited; 

and kleinwort 

Benson Private 

Bank Limited 

Financial 

Services 

Financial 

Services 

19-Oct-09 C OSAO Rossija Financial 

Services 

8-Oct-09 P HtL-Strefa SA Pharma, 

medical & 

Biotech 

5-Oct-09 C Elkem Energi 

Bremanger AS 

29-Oct-09 C globe Pub Company 

(425 Pubs) 


& Utilities 

13-Oct-09 P PalodEx group Oy Pharma, 

medical & 

Biotech 

14-Oct-09 P Skanditek 

Industrifoervaltning 

5-Oct-09 C 

AB 

AVg technologies 

CZ sro (25% stake) 

7-Oct-09 P Novera Energy Plc 

(70.40% stake) 

Target/seller 

legal adviser 

Advising seller: Advising 

Bank of America seller: 

merrill Lynch Slaughter 

and may 


goldman Sachs 


dnB NOR 

Advising 

seller: 

Ashurst 

Advising 

seller: 

Wiersholm 

Bidder company Bidder financial adviser Bidder legal 

adviser 

Barclays Plc Barclays Capital; 

Fenchurch Advisory 

Partners 

RHJ 

International 

SA 

Viktor Pinchuk 

(private 

investor) 

terantium 

Investments 

Sp zoo 

Svelgen kraft 

Holding AS 

Leisure Advising EBP Pub 

seller: Allen Company 

& Overy 

Financial 

Services 


Access Partners 

danaher 

Corporation 

tmt tA Associates 

Inc 


& Utilities 

15-Oct-09 P Larox Corporation Industrials & 

Chemicals 

13-Oct-09 P Christ Water 

technology Ag 

19-Oct-09 P Havas ground 

Handling Co (35% 

stake) 

Industrials & 

Chemicals 

Hawkpoint 

Partners; Oriel 

Securities; RBC 

Capital markets 

transportation Standard 

Unlu menkul 

degerler 

Advising 

seller: 

dittmar & 

Indrenius 

Altium Capital dorda 

Brugger 

Jordis; 

Stikeman 

Elliott 

Freshfields 

Bruckhaus 

deringer; 

maclay 

murray & 

Spens 

deutsche Bank Clifford 

Chance 

Credit Suisse White & 

Case 


value 

(€m) 

Standard Life 246 

Plc 

Commerzbank 

Ag 

OAO Uk 

trastkom 

Andrzej 

Czernecki 

(Private 

Investor); and 

Noryt Company 

Establishment 


245 

241 

237 

Selmer Elkem AS 202 

Citigroup globe Pub 

Company Ltd 

Bure Equity AB kPmg; 

PricewaterhouseCoopers; 

SEB Enskilda 

Infinis Energy 

Limited 

Bank of America merrill 

Lynch 

Hannes 

Snellman 

Altor Equity 

Partners 

201 

194 

Linklaters 185 

goodwin 

Procter 

Slaughter 

and may 

Benson Oak; 

Enterprise 

Investors; and 

Intel Capital 

Credit Suisse 

Securities 

(Europe) 

Limited 

Outotec Oyj global m&A Roschier Capillary Oy; 

Ilmarinen 

mutual Pension 

Insurance 

Company; 

Laakkosen 

Arvopaperi Oy; 

and Vartiainen 

Family 

groupe 

Laperriere & 

Verreault Inc 

HSBC 

Investment 

Bank Holdings 

Plc; and IS 

Private Equity 

Investment 

trust 

JPmorgan Cerha 

Hempel 

Spiegelfeld 

Hlawati 

WAB 

Privatstiftung 

IS Investment Securities tAV 

Havalimanlari 

Holding 

137 

133 

126 

123 

102 

94

EUROPEAN 




28-Oct-09 P gLId Wind Farms 

topco Ltd (50% 

stake) 


& Utilities 

7-Oct-09 P Eastern Petroleum Energy, mining 

Corporation Limited & Utilities 


Credit Suisse; 

mitsubishi UFJ 

Securities 

Target/seller 

legal adviser 

Advising 

seller: 

Linklaters 

(Advising 

Credit 

Suisse; 

mitsubishi 

UFJ 

Securities); 

Slaughter 

and may 


adviser 


value 

(€m) 

tCW group Inc Centrica Plc 93 

International 

goldfields 

Limited 



92 

95

96 


EUROPEAN 

EuRopEAn M&A quARTERlY MId-MARkET TREnd 

VALUE VOLUmE 

0 

5,000 

10,000 

15,000 

20,000 

25,000 

30,000 

35,000 

40,000 

45,000 

Q4 

09* 

Q3 

09 

Q2 

09 

Q1 

09 

Q4 

08 

Q3 

08 

Q2 

08 

Q1 

08 

Q4 

07 

Q3 

07 

Q2 

07 

Q1 

07 

Q4 

06 

Q3 

06 

Q2 

06 

Q1 

06 

Q4 

05 

Q3 

05 

Q2 

05 

Q1 

05 

Q4 

04 

Q3 

04 

Q2 

04 

Q1 

04 

value (€m) 

0 

100 

200 

300 

400 

500 

600 

700 

Q4 

09* 

Q3 

09 

Q2 

09 

Q1 

09 

Q4 

08 

Q3 

08 

Q2 

08 

Q1 

08 

Q4 

07 

Q3 

07 

Q2 

07 

Q1 

07 

Q4 

06 

Q3 

06 

Q2 

06 

Q1 

06 

Q4 

05 

Q3 

05 

Q2 

05 

Q1 

05 

Q4 

04 

Q3 

04 

Q2 

04 

Q1 

04 



moving 

average 

trend line

EUROPEAN 

mId-mARkEt LEAgUE tABLES 

Top 15 MId-MARkET fInAncIAl AdVIsERs – 

EuRopE 

(€10m tO €250m) 

YTd 

31-oct-2009 

Value: 

Volume: 

house Value 

(€m) 

deal 

count 



3 Lazard 3,717 35 










13 kPmg 1,582 22 





3 Lazard 3,717 35 







10 kPmg 1,582 22 

11 Ernst & Young 1,122 21 



14 INg 1,112 15 



the financial adviser league tables by value and volume have been run from 01 January 

2009 to 31 October 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-oct-2009 

Value: 

Volume: 

house Value 

(€m) 

deal 

count 




4 Allen & Overy 2,987 38 



7 White & Case 1,612 18 

8 CmS 1,544 22 

9 Weil gotshal & manges 1,498 17 

10 Jones day 1,471 25 


12 dLA Piper 1,321 26 

13 Wiersholm 1,286 19 


15 SJ Berwin 1,086 11 





5 dLA Piper 1,321 26 

6 Jones day 1,471 25 


8 CmS 1,544 22 



11 White & Case 1,612 18 


13 Norton Rose 1,073 17 


15 Ashurst 1,077 15 



2009 to 31 October 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 


97

UK 

A mergermArKet m&A report on 

UK 

Kraft finally announce the offer to 

acquire Cadbury 

• Kraft Foods Inc has finally announced the terms of the 

offer to acquire the entire issued ordinary share capital of 

Cadbury plc. 

• Unexpectedly, no interest was ever shown in nestle, the 

Swiss chocolate maker, or Hershey, the pennsylvaniabased 

confectionery company, to make an offer for their 

UK rival Cadbury. Competition issues are thought to have 

been a likely issue to stand in the way of nestle and, in 

Hershey’s case, the inability to secure funding is thought 

to have been a major hurdle. 

• even though most Cadbury shareholders have indicated 

that they want a higher offer than what was previously 

proposed, the offer still stands at £3 in cash and 0.2589 

Kraft shares per each Cadbury share held. Based on 

Kraft’s US$26.78 closing share price on 06 november 

2009, the offer values each Cadbury share at £7.17 and 

the entire share capital of Cadbury at £9.84bn. Kraft will 

provide the £4.1bn cash consideration payable using its 

own resources and some of the funds from a new £5.5bn 

senior unsecured term loan facility, which has been 

arranged with a syndicate of banks. 

• the board of Cadbury has recommended the shareholders 

to reject the offer and the fall in the Kraft share price 

since the initial proposal has made the offer worse than 

that previously rejected by the board for fundamentally 

undervaluing Cadbury. the implied value for each Cadbury 

share is around 4% lower than the initial proposal. 

National Express takeover has many turns 

• A consortium comprising of CVC Capital partners and 

the Cosmen family announced that they do not intend to 

bid for national express. the consortium had proposed 

a £765m bid for national express, and had lined up 

Stagecoach as a buyer for national express. It is believed 

that the consortium was worried about the terms of 

national express’ loans. 

• Following this announcement, Stagecoach made a 

separate preliminary proposal to the board of national 

express to acquire the company in an all share 

transaction where national express shareholders would 

own no more than 40% of the enlarged group. It is 

believed that Stagecoach had secured £300m-400m worth 

of funding for the acquisition of the rival British transport 

group 

• the board of national express has, however, concluded 

that a grouping with Stagecoach is unlikely to be 

successfully executed in 2009, even if appropriate terms 

could be agreed upon. In order to secure the additional 

equity fundraising it requires before the end of 2009 and 

not to have further disruption to their business, national 

express has ceased all negotiations. 

Gatwick Airport sold 

• october saw BAA selling gatwick Airport to global 

Infrastructure partners for £1.46bn, excluding earnouts of 

£55m, which is conditional on future traffic performance 

and the buyer’s future capital structure. proceeds will be 

used primarily to repay part of BAA’s existing debt. 

• the joint investors in global Infrastructure partners are 

Credit Suisse and general electric. gatwick Airport was 

originally put on auction, and the other competing parties 

to the bid included manchester Airports group and the 

Lysander consortium formed by the Vancouver Airport 

group and Citigroup, the US investment bank. 

• Jpmorgan, Credit Suisse, rBC Capital markets Inc and 

Santander global Banking and markets acted as financial 

advisor to global Infrastructure partners, and their legal 

advisor included Allen & overy LLp and Slaughter and 

may. the transaction is expected to complete in the first 

week of December 2009, subject to merger regulation 

clearance from the european Union. 


98

UK 

DeAL oF tHe montH 

Target: origo resource partners Ltd Announced: 16 october 2009 

Bidder: origo Sino India plc Deal value: €2,287m 

Seller: - Deal nature: recommended, reverse takeover, public, Cross border 

origo Sino India plc (oSI) and origo resource partners Ltd 

(orp) have reached an agreement on the merger of oSI and 

orp by way of a Court-sanctioned scheme of arrangement 

pursuant to which all of the outstanding issued share capital 

of orp will be acquired by oSI. 

STRUCTURE 

the transaction will be conducted via a public offer under the 

UK law. 

TERMS 

oSI has agreed to acquire orp valued at an implied offer 

price of £42.89 per share for a consideration of £2.08bn. 

orp Scheme shareholders is entitled to elect to receive 

payment in cash for maximum 10% of the outstanding orp 

ordinary shares valued at a price of gBp 45 per share, which 

shares will be repurchased by orp and cancelled on the 

effective Date. 

the remaining outstanding shares of orp will be exchange in 

a ratio of 1 orp shares for 2.8 oSI new shares. 

the implied equity value of the transaction is approximately 

£2.08bn. 

FINANCING 

the cash consideration payable by orp pursuant to the terms 

of the partial Cash Alternative will be funded by the orp 

group’s existing resources. 

IRREVOCABLE UNDERTAKING 

oSI has received undertakings to vote in favour of the merger 

in respect of their own beneficial holdings, representing 

approximately 41.3% of the existing issued share capital 

of oSI. 

oSI and orp have received undertakings to vote in favor 

of the merger in respect of their own beneficial holdings, 

representing approximately 60.6% of the existing issued share 

capital of orp. 

TERMINATION FEE 

If the agreement terminated in mid-December 2009 an 

amount estimated of $3.4m would be payable to origo 

Advisors Limited (oAL), the UK based consultancy services 

provider, in respect of the advisory fees due for the 

termination notice period expiring on 14 December 2011. In 

addition, if oAL has agreed to waive all fee entitlements on 

termination, oSI has to pay for a one-off payment of $1m. 

RATIONALE 

the merger will create a single listed company for investors 

to access exposure to predominantly China-linked private 

equity opportunities identified by oSI’s management team. 

the aggregate number of CAmeC shares held by enrC as 

of 18 September 2009, through a combination of irrevocable 

undertakings, letters of intent and on- and off-market share 

acquisitions is 1,584,566,487 representing approximately 

55.18%of the existing issued share capital of CAmeC. 


99

UK 


POST DEAL DETAILS 

Upon completion, orp will be delisted in the London Stock 

exchange. the board of oSI, which will become the holding 

company of the enlarged group, will comprise Wang Chao Yong 

as the executive Chairman, Chris rynning be the Ceo and 

niklas ponnert be the CFo. 

the combined entities will create a pro forma combined 

market capitalisation of approximately gBp 37m, based on the 

closing price of oSI at 15 october 2009. 

the investment portfolio of the combined entities will consist of 

15 companies with a value of £53.8m, based on valuations as at 

30 June 2009. 

Following the granting of the Court order approving the 

transaction, orp Warrant holders will be able to exercise their 

orp Warrants within a period of 30 days following the date of 

the notice. If orp Warrants are not exercised before the expiry 

of this period any outstanding orp Warrants will lapse and be 

of no further effect. orp Warrant holders will not be offered 

comparable warrants in oSI pursuant to 

the transaction 

CONDITIONS 

Approval of all the necessary resolutions by way of a 

reverse takeover, being duly passed at the origo Sino India 

extraordinary general meeting 

Approval of the Court 

Exit multiples – Y/E [31/12/08] Premium analysis 

minimum acceptances of 75% or more in value (excluding any 

treasury shares) of the origo resource partners Shareholders. 

Multiples Value (€m) Offer price per share (€) 47.06 

Revenue - n/a 1 day before -14.23% 

EBITDA - n/a 1 month before -14.23% 

EBIT - n/a 1 day after -4.7% 

Earnings (loss) -9.66 Pre-rumour - 

Advisers 


Financial Hanson Westhouse Financial m&A International 

Liberum Capital 

Legal Lawrence graham Legal Charles russell 

PR - PR Aura Financial 


100

UK 

top DeALS 

TOP 15 UK ANNOUNCED DEALS FOR YTD 31 OCTOBER 2009 




(€m) 

19-Jan-09 p 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 C Lloyds Banking Financial Hm treasury n/a n/a 2.9 -8.5% 4,455 

group plc (21.60% 

stake) 

Services 

11-may-09 p British energy energy, mining Centrica plc electricite de 3.8 15.7 - 2,548 

group plc (20% 

stake) 

& Utilities 

France SA 

16-oct-09 p origo resource Financial origo Sino India plc n/a n/a (loss) -14.2% 2,287 

partners Limited Services 

11-Aug-09 C Friends provident Financial resolution Limited n/a n/a (loss) 5.9% 2,164 

plc 

Services 

10-Jul-09 C Venture production energy, mining Centrica plc 3.4 5.0 18.6 4.4% 1,772 

plc 

& Utilities 

21-oct-09 p gatwick Airport Ltd transportation global Infrastructure 

partners 

BAA Limited 3.3 9.6 47.9 - 1,609 

17-Jun-09 C Arrow group pharma, Watson pharmaceuticals 

2.7 - 1,255 

medical & 

Biotech 

Inc. 

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

8-Jan-09 C trillium Holdings Business telereal Services Limited Land Securities 

4.9 - 833 

Ltd 

Services 

plc 

19-Jun-09 C Wood mackenzie Business Charterhouse Capital Candover 

654 

Limited 

Services partners LLp 

partners Limited 

18-Sep-09 p Central African energy, mining eurasian natural 

3.7 (loss) (loss) 9.6% 622 

mining & 

& Utilities resources Corporation 

exploration 

Company plc 

plc 

11-Jun-09 C puma Brandenburg 


stake) 

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

12-Aug-09 C emerald energy plc energy, mining Sinochem International 

6.1 7.9 14.7 11.1% 546 


9-Sep-09 p Deutsche Land plc real estate Black Sea global 

12.1 (loss) (loss) 23.8% 468 

(67.90% stake) 

properties Limited 



101

UK 

top DeALS 

TOP 10 UK ANNOUNCED DEALS OF ThE MONTh (OCTOBER 2009) 




16-oct-09 p origo resource Financial origo Sino India plc n/a n/a (loss) -14.2% 2,287 

partners Limited Services 

21-oct-09 p gatwick Airport Ltd transportation global Infrastructure 

partners 

BAA Limited 3.3 9.6 47.9 - 1,609 

8-oct-09 p BBI port 

Business Brookfield Asset Babcock 

- 342 

Acquisitions (UK) Services management Inc & Brown 

Limited 

Infrastructure 

group 

26-oct-09 p Standard Life Bank Financial Barclays plc Standard Life plc n/a n/a 24.7 - 246 

plc 

Services 

15-oct-09 p Kleinwort Benson Financial rHJ International SA Commerzbank n/a n/a - 245 

Channel Islands 

Holding Limited; 

and Kleinwort 

Benson private 

Bank Limited 

Services 

Ag 

29-oct-09 C globe pub Company Leisure eBp pub Company globe pub 

- 201 

(425 pubs) 

Company Ltd 

7-oct-09 p novera energy plc energy, mining Infinis energy Limited Credit Suisse 4.7 16.3 (loss) 29.4% 133 

(70.40% stake) & Utilities 

Securities 

(europe) Limited 

28-oct-09 p gLID Wind Farms energy, mining european Clean energy Centrica plc - 93 

topco Ltd (50% & Utilities Fund and tCW energy 

stake) 

Fund XIV 

7-oct-09 p eastern petroleum energy, mining International goldfields 

- 92 

Corporation Limited & Utilities Limited 

23-oct-09 p research now plc Business 

Services 

e-rewards Inc 1.6 7.0 15.5 2.4% 81 



102

UK 

eXpeCteD DeALS 

PIPELINE OF UK ExPECTED DEALS 


company 

expected Deal markit group Financial 

Services 

expected Deal Care UK plc pharma, 

medical & 

Biotech 

expected Deal Submersible 

technology 

Services (Holdings) 

Limited 

Industrials & 

Chemicals 


general 

AtlanticLLC 

Bridgepoint 

Capital Limited 

neptune 

marine Services 

Limited 

Financial 



seller (S) 

Investec 

Investment 

Banking (t) 

Seller company Market cap/ 

est. value 

(€m) 

Quayle munro 

Holdings 

Comments 

3,000 markit group, a London-based 

financial information services 

company thought by sources 

to potentially be for sale, is not 

involved in any discussions to sell 

the company. markit is owned by a 

group of major banks, was inching 

closer towards a potential buyout. 

new York-based private equity firm 

general Atlantic has been eyeing 

markit and that a deal price in the 

£3bn range is under consideration. 

general Atlantic declined comment. 

268 Bridgepoint Capital Limited 

has confirmed that it has had 

preliminary discussions with the 

Board of Care UK plc, the listed UK 

healthcare solutions provider. there 

is no certainty that any offer for the 

company will be made. 

18 neptune marine, the Australialisted 

oil and gas services business, 

has signed a letter of intent to buy 

Submersible technology Services. 

the proposed transaction is subject 

to the completion of satisfactory 

due diligence by neptune and 

contractual documentation. Quayle 

munro holds a 49.9% stake in the 

company. 


103

UK 

LeAgUe tABLeS 


VALUe 

YTD 

31-Oct-2009 

house Value 

(€m) 

Deal 

count 






6 Lazard 19,695 26 



9 Jpmorgan Cazenove 14,355 36 


11 perella Weinberg partners 9,678 1 

12 rothschild 6,894 40 


14 HSBC Bank 4,467 8 

15 rBC Capital markets 3,875 7 


VoLUme 


are based on the geography of either the target, bidder or seller being UK 


VALUe 

YTD 

31-Oct-2009 

house Value 

(€m) 

Deal 

count 




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






10 Willkie Farr & gallagher 12,602 4 



13 osler, Hoskin & Harcourt 10,663 5 

14 Allens Arthur robinson 10,439 5 

15 paul Weiss rifkind Wharton 

& garrison 

9,872 4 


YTD 

31-Oct-2009 

house Value 

(€m) 

Deal 

count 






6 Lazard 19,695 26 




10 Kpmg 453 20 

11 Citigroup 22,958 19 



14 grant thornton Corporate Finance 805 17 


VoLUme 

YTD 

31-Oct-2009 

house Value 

(€m) 



are based on the geography of either the target, bidder or seller being UK 

Deal 

count 



3 Allen & overy 5,567 42 


5 DLA piper 1,128 35 

6 eversheds 1,107 28 

7 Jones Day 3,256 26 


9 Addleshaw goddard 878 22 

10 Hammonds 631 21 



13 osborne Clarke 587 17 

14 Ashurst 2,565 16 

15 Berwin Leighton paisner 1,797 16 



104

UK 

LeAgUe tABLeS 

ACTIVITY TABLE OF PRIVATE EqUITY FIRMS ON UK BUYOUTS 

VALUe 

YTD 

31-Oct-2009 

house Value 

(€m) 

Deal 

count 

1 global Infrastructure partners 1,609 1 

2 Charterhouse Capital partners 654 2 

3 Lloyds tSB Development Capital 297 11 

4 Apollo management 282 1 

5 rHJ International 245 1 

6 HSBC private equity 208 1 


8 ontario teachers pension plan 143 1 

9= Alchemy partners 141 1 

9= oaktree Capital management 141 1 

9= polygon Investment partners 141 1 


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 1 January 2009 to 31 october 2009 and exclude lapsed and withdrawn deals 

ACTIVITY TABLE OF PRIVATE EqUITY FIRMS ON UK ExITS 

VALUe 

YTD 

31-Oct-2009 

house Value 

(€m) 

Deal 

count 


2 Inflexion private equity partners 224 2 

3 marwyn Investments 171 1 

4 HitecVision 141 1 

5 electra partners 93 1 

6 Advent Venture partners 80 1 

7 3i group 48 4 

8= Bank of Scotland Corporate 33 1 

8= Change Capital partners 33 1 

8= Dunedin Capital partners 33 1 


YTD 

31-Oct-2009 

house Value 

(€m) 

Deal 

count 

1 Lloyds tSB Development Capital 297 11 

2 Foresight group 14 3 

3 Charterhouse Capital partners 654 2 


5 endless Investments 93 2 

6 AnaCap Financial partners 82 2 

7 north Atlantic Value 49 2 

8 Barclays Ventures - 2 

9 global Infrastructure partners 1,609 1 

10 Apollo management 282 1 

VoLUme 

YTD 

31-Oct-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 UK 


Deal 

count 

1 3i group 48 4 

2 Inflexion private equity partners 224 2 

3 nVm private equity 17 2 


5 marwyn Investments 171 1 


7 electra partners 93 1 

8 Advent Venture partners 80 1 

9= Bank of Scotland Corporate 33 1 

9= Change Capital partners 33 1 

9= Dunedin Capital partners 33 1 



105

106 


UK 

trenD grApHS 

UK M&A qUARTERLY TREND 

VALUe VoLUme 

moving 

average 

trend line 

0 

20,000 

40,000 

60,000 

80,000 

100,000 

120,000 

Q4 

09* 

Q3 

09 

Q2 

09 

Q1 

09 

Q4 

08 

Q3 

08 

Q2 

08 

Q1 

08 

Q4 

07 

Q3 

07 

Q2 

07 

Q1 

07 

Q4 

06 

Q3 

06 

Q2 

06 

Q1 

06 

Q4 

05 

Q3 

05 

Q2 

05 

Q1 

05 

Q4 

04 

Q3 

04 

Q2 

04 

Q1 

04 

value (€m) 

0 

50 

100 

150 

200 

250 

300 

350 

400 

Q4 

09* 

Q3 

09 

Q2 

09 

Q1 

09 

Q4 

08 

Q3 

08 

Q2 

08 

Q1 

08 

Q4 

07 

Q3 

07 

Q2 

07 

Q1 

07 

Q4 

06 

Q3 

06 

Q2 

06 

Q1 

06 

Q4 

05 

Q3 

05 

Q2 

05 

Q1 

05 

Q4 

04 

Q3 

04 

Q2 

04 

Q1 

04 


UK M&A qUARTERLY PRIVATE EqUITY TREND 

VALUe VoLUme 

0 

10,000 

20,000 

30,000 

40,000 

50,000 

Q4 

09* 

Q3 

09 

Q2 

09 

Q1 

09 

Q4 

08 

Q3 

08 

Q2 

08 

Q1 

08 

Q4 

07 

Q3 

07 

Q2 

07 

Q1 

07 

Q4 

06 

Q3 

06 

Q2 

06 

Q1 

06 

Q4 

05 

Q3 

05 

Q2 

05 

Q1 

05 

Q4 

04 

Q3 

04 

Q2 

04 

Q1 

04 

value (€m) 

UK buyouts 

UK exits 

0 

20 

40 

60 

80 

100 

120 

Q4 

09* 

Q3 

09 

Q2 

09 

Q1 

09 

Q4 

08 

Q3 

08 

Q2 

08 

Q1 

08 

Q4 

07 

Q3 

07 

Q2 

07 

Q1 

07 

Q4 

06 

Q3 

06 

Q2 

06 

Q1 

06 

Q4 

05 

Q3 

05 

Q2 

05 

Q1 

05 

Q4 

04 

Q3 

04 

Q2 

04 

Q1 

04 


UK buyouts 

UK exits

UK 

trenD grApHS 

UK M&A ANNUAL TRENDS 

VALUe VoLUme 

value (€bn) 

300 

250 

200 

150 

100 

50 

0 

2004 

2005 

2006 

2007 

UK M&A SECTOR BREAKDOwN YTD 2009 

2008 

YTD 2009* 

All UK M&A 

UK buyouts 

UK exits 

VALUe VoLUme 

0.9% 

6.4% 

4.6% 

0.2% 

9.2% 

18.9% 

1.7% 

2.7% 

3.3% 

5.9% 

2.9% 

43.3% 


Leisure 



Construction 


Real Estate 

Defence 


Consumer 

TMT 



13.1% 

15% 

1500 

1200 

900 

600 

300 

0 

12.2% 

2004 

18.5% 

2005 

10.2 % 

2006 

8.3% 

2% 

0.7% 

0.4% 

3.1% 

2.6% 

7.4% 

6.5% 

2007 

2008 


Leisure 

YTD 2009* 



Construction 


Real Estate 

Defence 

Agriculture 


Consumer 

TMT 


All UK M&A 

UK buyouts 

UK exits 


107

UK 

mID-mArKet DeALS 

TOP 10 UK ANNOUNCED MID-MARKET DEALS (OCTOBER 2009) 

(€10m to €250m) 


financial 

adviser 

26-oct-09 p Standard Life 

Bank plc 

15-oct-09 p Kleinwort 

Benson 

Channel 

Islands Holding 

Limited ; 

Kleinwort 

Benson private 

Bank Limited 

29-oct-09 C globe pub 

Company (425 

pubs) 

7-oct-09 p novera energy 

plc (70.4% 

stake) 

28-oct-09 p gLID Wind 

Farms topco 

Ltd (50% 

stake) 

7-oct-09 p eastern 

petroleum 

Corporation 

Limited 

23-oct-09 p research now 

plc 

2-oct-09 p powerleague 

group plc (71% 

stake) 

26-oct-09 p HBoS 

employee 

equity 

Solutions 

12-oct-09 p enviros group 

Ltd 

Financial 

Services 

Financial 

Services 

Advising 

seller: Bank 

of America 

merrill Lynch 

Advising 

seller: 

goldman 

Sachs 


adviser 


Slaughter and may 


Ashurst 

Leisure Advising seller: 

Allen & overy 

energy, 

mining & 

Utilities 

energy, 

mining & 

Utilities 

energy, 

mining & 

Utilities 

Business 

Services 

Hawkpoint 

partners; 

oriel 

Securities; 

rBC Capital 

markets 

Advising 

seller: Credit 

Suisse; 

mitsubishi 

UFJ 

Securities 

Hawkpoint 

partners 

Leisure ernst & 

Young 

Business 

Services 

Business 

Services 

Advising 

seller: 

rothschild 


Linklaters 

(Advising Credit 

Suisse;mitsubishi 

UFJ Securities Co 

Ltd; Slaughter 

and may 

Bidder company Bidder financial 

adviser 

Barclays plc Barclays Capital; 

Fenchurch Advisory 

partners 

rHJ 

International 

SA 

eBp pub 

Company 

Infinis energy 

Limited 

european 

Clean energy 

Fund and tCW 

energy Fund 

XIV 

International 

goldfields 

Limited 

Bidder legal 

adviser 

Freshfields 

Bruckhaus 

Deringer; maclay 

murray & Spens 


value 

(€m) 

Standard Life 

plc 

Deutsche Bank Clifford Chance Commerzbank 

Ag 

Citigroup globe pub 

Company Ltd 

Bank of America 

merrill Lynch 

DLA piper e-rewards Inc Jefferies & 

Company 

osborne Clarke patron Sports 

Leisure Sarl 


Clarkslegal; 

Slaughter and 

may 

Computershare 

Limited 

Sinclair Knight 

merz 

Altium Capital 

Limited 

Slaughter and 

may 

Cooley godward 

Kronish and 

travers Smith 

Berwin 

Leighton 

paisner 

Credit Suisse 

Securities 

(europe) 

Limited 

246 

245 

201 

133 

Centrica plc 93 

Internal Internal Lloyds 

Banking group 

plc 

92 

81 

73 

44 

macroberts Carillion plc 29 



108

109 


UK 

UK M&A qUARTERLY MID-MARKET TREND 

VALUe VoLUme 

0 

2,000 

4,000 

6,000 

8,000 

10,000 

12,000 

Q4 

09* 

Q3 

09 

Q2 

09 

Q1 

09 

Q4 

08 

Q3 

08 

Q2 

08 

Q1 

08 

Q4 

07 

Q3 

07 

Q2 

07 

Q1 

07 

Q4 

06 

Q3 

06 

Q2 

06 

Q1 

06 

Q4 

05 

Q3 

05 

Q2 

05 

Q1 

05 

Q4 

04 

Q3 

04 

Q2 

04 

Q1 

04 

value (€m) 

0 

50 

100 

150 

200 

250 

Q4 

09* 

Q3 

09 

Q2 

09 

Q1 

09 

Q4 

08 

Q3 

08 

Q2 

08 

Q1 

08 

Q4 

07 

Q3 

07 

Q2 

07 

Q1 

07 

Q4 

06 

Q3 

06 

Q2 

06 

Q1 

06 

Q4 

05 

Q3 

05 

Q2 

05 

Q1 

05 

Q4 

04 

Q3 

04 

Q2 

04 

Q1 

04 


moving 

average 

trend line 

mID-mArKet DeALS

UK 

mID-mArKet LeAgUe tABLeS 


UK 

(€10m to €250m) 

YTD 

31-Oct-2009 

Value: 

Volume: 

house Value 

(€m) 

Deal 

count 







7 Bank of America merrill Lynch 904 9 

8 Lazard 897 11 






4 Lazard 897 11 






10 Bank of America merrill Lynch 904 9 




sectors and are based on the geography of either the target, bidder or seller being UK 


UK 

(€10m to €250m) 

YTD 

31-Oct-2009 

Value: 

Volume: 

house Value 

(€m) 

Deal 

count 







7 Ashurst 821 9 


9 Latham & Watkins 751 7 

10 macfarlanes 732 8 







7 eversheds 676 12 

8 Addleshaw goddard 600 12 


10 Hammonds 610 11 




sectors and are based on the geography of either the target, bidder or seller being UK 


110

GERMANY 

A mergermArket m&A report on 

germAnY 

50 +1? 

• According to the DFL Deutsche Fußball Liga gmbh 

(Bundesliga/german Football League) president, 

reinhard rauball, the question of the continuity of the 

50 +1 rule is of paramount importance for the future of 

professional football in germany. 

• the 50+1 rule is a paragraph in the statutes of the DFL 

which states that a football club must hold a majority 

stake and voting rights in its licensed corporation 

consequently barring a single investor from holding more 

than 49% in the share and voting capital of a football club. 

this condition makes it less attractive for investors, such 

as roman Abramovich or malcolm glazer, to invest in the 

Bundesliga. 

• Amending the rule requires a two thirds majority from 

the DFL and the DFL Deutscher Fussball Bund (german 

Football Association). In november, both intend to make a 

decision on the future of the 50+1 rule. the intense debate 

on the rule is due to martin kind, president of german 

football club Hannover 96, who is staunchly campaigning 

to abolish the rule in order to allow for the sale of his club 

to investors. 

• Fans, which under current rules, as members of a 

football club have a say in their clubs affairs, are against 

abolishing the rule. their argument is that, just like 

allowing sponsoring and naming rights for stadia, it 

would create a larger gap between rich and poor clubs. 

Furthermore, the worry is that the Bundesliga will 

become highly indebted, because investors are likely 

to rely on debt to finance any acquisition and transfer 

the debts to the football club: see Liverpool FC and 

manchester United. Fans are also worried that ticket 

prices will soar, as in the english premier League, 

making football less accessible and changing the culture 

of the game. 

• the counter argument is that the Bundesliga is falling 

behind financially and hence losing its ability to sign big 

names and win at the highest level, all of which brings in 

huge revenues. In other words, the Bundesliga is losing 

its international competitiveness. 

• Both sides of the discussion are ultimately about the 

sustainability of the Bundesliga, but also about its 

culture. It is unlikely that the DFL and DFB will fully 

agree to kind’s proposal to abolish the rule. However, 

kind is willing to go to the european Court of Justice to 

get his way. the court might be more receptive to kind’s 

suggestion, as the german football clubs Leverkusen and 

Wolfsburg are fully owned by the companies Bayer and 

Volkswagen respectively. this discrepancy could be the 

deathblow for the 50+1 rule. 

• the DFL and DFB have been putting off a decision for 

years, but given the resolve of mr kind to go to the eU, 

and thus take the decision out of their hands, they are 

forced to come to a verdict sooner rather than later. only 

time will tell if this will lead to an influx of wealthy foreign 

investors in german football clubs, as hoped by some and 

equally feared by others. 

Black & Decker/Stanley Works merger unlikely 

to interest Bosch 

• robert Bosch, the privately owned german engineering 

group, is unlikely to take an interest in the merger 

of maryland-based rival Black & Decker (BDk) with 

Connecticut-based Stanley Works (SWk) though it 

maintains an opportunistic acquisition strategy, it 

is understood. 

• Bosch declined to comment on the merger, but Bosch 

insiders said that a combination of a group-wide year-toyear 

decrease in m&A spend and the need to consolidate 

recent buys in the company’s tools division make a Bosch 

intervention in the deal unlikely. 

• Bosch’s power tools division is active in five areas of 

business; portable electric power tools, benchtop tools, 

accessories, measuring tools and electric garden tools. 

most of these divisions have been strengthened via 

acquisitions over the last year. 

• In the middle of 2008 Bosch acquired Stanley’s measuring 

tool division CSt/berger and leveling tool supplier 

robotoolz towards the end of the year. this was followed 

in January this year by the acquisition of Swiss abrasives 

firm Sia Abrasives. A Bosch insider familiar with the 

division said that while the company would continue 

to look at acquisition opportunities, it was focused on 

digesting these and other recent takeovers. 


111

GERMANY 

germAnY 

• At a group level Bosch has “substantially” reduced its 

m&A activity this year, a second insider said. Last year 

Bosch’s transaction volume was €3.3bn but it scaled 

back deals in 2009 because of economic developments. A 

group spokesman declined to comment on either Black 

& Decker or Stanley Works but said more generally that 

“Bosch group is focusing on technology rather than 

revenue… we usually acquire companies that make a good 

technological fit to existing business areas or that help to 

build up know-how.” 

Monthly M&A Report 112

GERMANY 


Target: gFkL Financial Services Ag Announced: 12 october 2009 

Bidder: Advent International Corporation Deal value: €548m 

Seller: - Deal nature: IBI; transatlantic 

• Advent International has signed an agreement to acquire 

an 80% stake in gFkL Financial Services Ag. 

• gFkL Financial Services Ag, a listed germany based 

company headquartered in essen, is a financial services 

group, specializing in leasing and financial outsourcing. 

Advent International Corporation, a US based company 

headquartered in massachusetts, is a private equity firm. 

• Advent International will acquire a 14,107,200 shares in 

gFkL at closing price of €11.5 per share as of 09 october 

2009 valuing the stake at €162.23m. 

• the implied equity value of the transaction is €202.79m. 

• the acquisition will provide gFkL with additional capital, 

as well as the sector know how which will strengthen 

gFkL’s future performance. 

• the acquisition of gFkL will provide Advent a strong 

platform for growth and speed up its business by 

expanding organically as well as through acquisitions. 

moreover, Advent is expected contribute in a capital 

increase to strengthen gFkL’s equity base and to realize its 

further growth. 

Exit multiples - Y/E 31/12/2008 

Multiples Value (€m) 

Revenue 0.7x 847.9 

EBITDA (loss) -13.8 

EBIT (loss) -29.75 

Earnings (loss) -25.75 

CONDITIONS 

• Customary closing conditions 

• regulatory approval 

Advisers 

Target Bidder 

Financial - Financial ernst & Young 

Legal Flick gocke Schaumburg Legal Lovells 

PR - PR FD 


113

GERMANY 

top DeALS 

TOP 15 GERMAN ANNOuNCED DEALS FOR YTD 31 OCTOBER 2009 



1-day 

before 

value 

(€m) 

2-Jun-09 C Hypo real estate Financial SoFFin n/a n/a (loss) 98.7% 2,960 

Holding Ag (81% stake) Services 

22-mar-09 C Daimler Ag (9.10% Industrials Aabar Investment 

0.7 8.4 14.5 -5.0% 1,954 

stake) 

& Chemicals pJSC 

8-Jan-09 C Commerzbank Ag Financial SoFFin n/a n/a -1.5% 1,770 

(25% stake) 

Services 

13-may-09 p Vng-Verbundnetz gas energy, enBW energie eWe Ag - 1,200 

Ag (47.90% stake) mining & Baden-Wuerttemberg 

Utilities Ag 

8-Jun-09 C e.on Ag (13 hydro energy, oesterreichische e.on Ag - 1,000 

power plants in mining & elektrizitaetswirtschaft 

Bavaria) 

Utilities Ag 

31-Jan-09 C rWe Westfalen Weser energy, rWe Ag municipal communities 

- 800 

ems Ag (20.03% stake) mining & 

Utilities 

(germany) 

20-Feb-09 C Danisco Sugar A/S 

(Anklam factory) 

Consumer Suiker Unie nordzucker Ag - 730 

12-oct-09 p gFkL Financial Financial Advent International 

0.7 281.9 548 

Services Ag (80% 

stake) 

Services Corporation 

25-Feb-09 C mitteldeutsche 

energy, J&t Finance group nrg energy Inc; and UrS 

- 404 

Braunkohlengesellschaft mining & AS; and Severoceske Corporation 

mbH 

Utilities Doly 

14-Jul-09 C IDS Scheer Ag Business 

Services 

Software Ag 1.0 20.0 65.2 38.9% 401 

17-Aug-09 C Deutsche Schiffsbank Financial Commerzbank Ag HypoVereinsbank Ag n/a n/a 13.1 - 400 

Ag (12% stake) Services 

14-Aug-09 C porsche Automobil Industrials Qatar Holding LLC piech family (private 

- 390 

Holding Se (5% stake) & Chemicals 

investors); and porsche 

family (private investors) 

15-Apr-09 C Stadtwerke Bremen energy, eWe Ag Freie Hansestadt Bremen 

- 360 

Ag (25.90% stake) mining & 

Utilities 

(City of Bremen) 

9-Apr-09 C DAWAg real estate meravis 

Vereinte 

9.3 - 360 

Wohnungsbau- und 

Immobilien gmbH 

Dienstleistungsgewerkschaft 

3-Sep-09 C BrAHmS Ag pharma, thermo Fisher HBm BioVentures Ag 4.4 22.0 120.9 - 330 

medical & 

Biotech 

Scientific Inc 



GERMANY 

TOP 5 GERMAN ANNOuNCED DEALS OF ThE MONTh (OCTOBER 2009) 




12-oct-09 p gFkL Financial Financial Advent International 

0.7 548 

Services Ag (80% 

stake) 

Services Corporation 

27-oct-09 C AlzChem trostberg Industrials & BLUo SICAV SIF evonik Industries Ag 0.3 79 

gmbH 

Chemicals 

23-oct-09 p Biotest Diagnostics pharma, Bio-rad 

Biotest Ag 45 

Corporation; and medical & Laboratories Inc 

Biotest medical 

Diagnostics gmbH 

Biotech 

19-oct-09 C Cor Ag Financial Business Cor & FJA Ag msg systems Ag 0.6 4.7 8.3 -1.6% 35 

technologies 

Services 

1-oct-09 C Bionade gmbH (51% Consumer Bionade Holding egon Schindel 1.7 8.4 20 

stake) 

gmbH 

Holding gmbH & Co 

Beteiligungs kg 



GERMANY 

expeCteD DeALS 

PIPELINE OF GERMAN ExPECTED DEALS 


company 

potential 


potential 


mAn Se Industrials 

& 

Chemicals 

nordex Ag Industrials 

& 

Chemicals 

takeover target StrAto medien 

Ag 

Financial adviser 

to bidder (B); 

target (T); seller 

(S) 


value (€m) 

Comments 

Volkswagen Ag 8,022 mAn, the listed german truck maker, 

could get an offer worth eUr 65 per 

share from Volkswagen, the listed 

german vehicle producer, Die Welt 

reported. As part of a wider article about 

yesterday's stock exchange movements, 

the german daily cited unidentified 

traders as saying a rumor about an 

imminent offer explained a rise in mAn's 

stock. 

Alstom SA; 

or Capital 

management 

partners 

tmt general Atlantic 

LLC; United 

Internet Ag; Apax 

partners; or 

Deutsche telekom 

Ag 


Advising 

Seller: Arma 

partners 

785 nordex, the listed german wind turbine 

manufacturer, may see private equity 

firm Capital management partners (Cmp) 

increasing its stake in the firm. Alstom, 

the French industrial giant, is interested 

in acquiring a wind turbine company 

- potential targets include India's 

Suzlon, germany's nordex or Chinese 

companies. 

Freenet Ag 300 Freenet, the listed german internet and 

mobile phone company, is in the process 

of examining bids for its webhosting 

subsidiary Strato, Financial times 

Deutschland reported. the german daily 

cited Freenet chief executive Christoph 

Vilanek as saying the sale process needs 

to be concluded by the end of november 

in order to have a deal closed by the end 

of the year. 


GERMANY 

LeAgUe tABLeS 

TOP 15 FINANCIAL ADVISERS – GERMANY 

VALUe 

YTD 

31-Oct-2009 

house Value 

(€m) 

Deal 

count 


2 Jpmorgan 11,382 11 


4 Lazard 7,642 9 






10 Deloitte 2,714 11 


12 metzler Corporate Finance 1,701 3 





VoLUme 

YTD 

31-Oct-2009 

house Value 

(€m) 


are based on the geography of either the target, bidder or seller being germany 

TOP 15 LEGAL ADVISERS – GERMANY 

VALUe 

YTD 

31-Oct-2009 

house Value 

(€m) 

Deal 

count 


2 Hengeler mueller 10,320 27 


4 Simmons & Simmons 7,307 2 

5 norton rose 7,300 4 




9 Lovells 3,130 16 

10 CmS 2,917 37 

11 Binder groesswang & partners 2,879 3 


13 De Brauw Blackstone Westbroek 2,263 1 


15 DLA piper 1,930 7 


Deal 

count 




4 Jpmorgan 11,382 11 



7 Lincoln International 516 10 


9 Lazard 7,642 9 


11 kpmg 312 9 


13 UniCredit group 452 8 



VoLUme 

YTD 

31-Oct-2009 

house Value 

(€m) 


are based on the geography of either the target, bidder or seller being germany 


Deal 

count 


2 CmS 2,917 37 





7 Lovells 3,130 16 




11 White & Case 336 10 




15 noerr Stiefenhofer & Lutz - 8 



GERMANY 

LeAgUe tABLeS 

ACTIVITY TABLE OF PRIVATE EquITY FIRMS ON GERMAN BuYOuTS 

VALUe 

YTD 

31-Oct-2009 

house Value 

(€m) 

Deal 

count 



3 Silverfleet Capital partners 213 1 

4 Barclays private equity 172 1 

5 BLUo SICAV 109 4 


VoLUme 

YTD 

31-Oct-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 

germany the tables by value and volume have been run from 01 January 2009 to 31 october 2009 and exclude lapsed and withdrawn deals 

ACTIVITY TABLE OF PRIVATE EquITY FIRMS ON GERMAN ExITS 

VALUe 

YTD 

31-Oct-2009 

house Value 

(€m) 

Deal 

count 



3 triton partners 286 1 

4 montagu private equity 213 1 

5 HAnnoVer Finanz 192 2 


Deal 

count 

1 BLUo SICAV 109 4 


3= Aurelius - 2 

3= elbe partners Industries - 2 


VoLUme 

YTD 

31-Oct-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 germany 


Deal 

count 

1 Arques Industries 123 3 

2 HAnnoVer Finanz 192 2 

3 CFC Industrie Beteiligungen 23 2 

4 Aurelius - 2 




GERMANY 

trenD grApHS 

GERMAN M&A quARTERLY TREND 

VALUe VoLUme 

value (€m) 

50,000 

40,000 

30,000 

20,000 

10,000 

0 


04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09* 

GERMAN M&A quARTERLY PRIVATE EquITY TREND 

VALUe VoLUme 

value (€m) 

20,000 

15,000 

10,000 

5,000 

0 


04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09* 

Germany buyouts 

Germany exits 



200 

150 

100 

50 

0 

60 

50 

40 

30 

20 

10 

0 


04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09* 

moving 

average 

trend line 


04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09* 

Germany buyouts 

Germany exits 


GERMANY 

trenD grApHS 

GERMAN M&A ANNuAL TRENDS 

VALUe VoLUme 

value (€bn) 

100 

80 

60 

40 

20 

0 

2004 

2005 

GERMAN M&A SECTOR BREAkDOWN YTD 2009 

2006 

2007 

2008 

YTD 2009* 

All German M&A 

German buyouts 

German exits 

VALUe VoLUme 

19.7% 

6% 

5.3% 

0.1% 

2.1% 

0.8% 

2.7% 

5.2% 11.1% 

9% 

26.3% 



32% 


Construction 

Real Estate 

Defence 


Consumer 


TMT 


11.1% 

16.3% 

800 

700 

600 

500 

400 

300 

200 

100 

0 

2004 

2005 

30.4% 

2006 

8.4% 

6.3% 

2.4% 

1.8% 

2007 

1.8% 

0.6% 

0.3% 

0.3% 

2008 

YTD 2009* 

All German M&A 

German buyouts 

German exits 




Construction 

Leisure 


Real Estate 

Defence 

Agriculture 


Consumer 


TMT 


GERMANY 


TOP 5 GERMAN ANNOuNCED FINANCIAL SERVICES MID-MARkET DEALS FOR YTD 31 OCTOBER 2009 

(€10m to €250m) 

Announced Status Target company Sector Target/ 

seller 

financial 

adviser 

7-Jul-09 p Lantiq 

Deutschland 

gmbH 

20-Aug-09 C kalle gmbH Industrials 

& 

Chemicals 

31-Jul-09 C gDF SUeZ 

kraftwerk 

Wilhelmshaven 

gmbH & Co (5% 

stake) 

Target/seller 

legal adviser 

tmt none used Advising 

seller: Herbert 

Smith/gleiss 

Lutz/Stibbe 

energy, 

mining & 

Utilities 

3-Aug-09 p Aleo Solar Ag Industrials 

& 

Chemicals 

6-Jul-09 C LeWA gmbH Industrials 

& 

Chemicals 

30-Jun-09 p neumayer tekfor 

gmbH 

31-Aug-09 p Wemag Ag (80% 

stake) 

21-Aug-09 p Hypo real estate 

Holding Ag (10% 

stake) 

12-Jan-09 C pmB presse- und 

medienhauses 

Berlin 

2-Jan-09 C metecno SpA 

(non-Italian 

subsidiaries) 

Industrials 

& 

Chemicals 

energy, 

mining & 

Utilities 

Financial 

Services 

Advising 

seller: Sal. 

oppenheim 

jr & Cie 

Jefferies & 

Company 

William 

Blair & 

Company 

Houlihan 

Lokey 

Jpmorgan; 

rothschild 

tmt Advising 

seller: 

Jpmorgan 

Cazenove; 

rothschild 

Advising 

seller: Clifford 

Chance 

Advising 

seller: 

Linklaters 

Freshfields 

Bruckhaus 

Deringer 

Hengeler 

mueller 

Advising 

seller: White 

& Case 

Herbert 

Smith/gleiss 

Lutz/Stibbe; 

Shearman & 

Sterling 

Advising 


Chance; 

Freshfields 

Bruckhaus 

Deringer 

Construction Advising 

seller: paul 

Hastings 

Janofsky & 

Walker 


adviser 

golden gate 

Capital 

Silverfleet Capital 

partners 

WSW Wuppertaler 

Stadtwerke gmbH 

robert Bosch 

gmbH 

Internal kirkland 

& ellis; 

poellath & 

partners 

Ashurst 

(Advising 

Bank of 

Ireland); 

Latham & 

Watkins 

Deutsche Bank Cuatrecasas, 

goncalves 

pereira; 

Herbert 

Smith/gleiss 

Lutz/Stibbe 

nikkiso Co Ltd mizuho Financial group Herbert 

Smith/gleiss 

Lutz/Stibbe 

Ing; Barclays 

private equity 

Limited; nIBC 

Bank nV; 

Landesbank 

Baden- 

Wuerttemberg; 

AxA private 

equity; and Fifth 

third Bancorp 

kommunaler 

Anteilseignerverband 

der WemAg 

Close Brothers group Clifford 

Chance; 

Linklaters; 

poellath & 

partners 

SoFFin pricewaterhouseCoopers; 


m Dumont 

Schauberg 

mauna 

International Sarl 

Freshfields 

Bruckhaus 

Deringer 

Compass Advisers macfarlanes; 

oppenhoff & 

partner 

Seller 

company 

Infineon 

technologies 

Ag 

montagu 

private equity 

gmbH 

gDF Suez 

energie 

Deutschland 

Ag 

HAnnoVer 

Finanz 

gmbH; 

and marius 

eriksen 

(private 

investor) 

Deutsche 

Beteiligungs 

Ag; and 

Quadriga 

Capital 

Services 

gmbH 

Vattenfall 

europe Ag 

mecom 

group plc 

Deal 

value 

(€m) 

250 

213 

200 

192 

172 

172 

170 

158 

152 

metecno SpA 130 



122 


GERMANY 

GERMAN M&A quARTERLY MID-MARkET TREND 

VALUe VoLUme 

0 

500 

1,000 

1,500 

2,000 

2,500 

3,000 

3,500 

4,000 

4,500 

Q4 

09* 

Q3 

09 

Q2 

09 

Q1 

09 

Q4 

08 

Q3 

08 

Q2 

08 

Q1 

08 

Q4 

07 

Q3 

07 

Q2 

07 

Q1 

07 

Q4 

06 

Q3 

06 

Q2 

06 

Q1 

06 

Q4 

05 

Q3 

05 

Q2 

05 

Q1 

05 

Q4 

04 

Q3 

04 

Q2 

04 

Q1 

04 

value (€m) 

0 

10 

20 

30 

40 

50 

60 

70 

Q4 

09* 

Q3 

09 

Q2 

09 

Q1 

09 

Q4 

08 

Q3 

08 

Q2 

08 

Q1 

08 

Q4 

07 

Q3 

07 

Q2 

07 

Q1 

07 

Q4 

06 

Q3 

06 

Q2 

06 

Q1 

06 

Q4 

05 

Q3 

05 

Q2 

05 

Q1 

05 

Q4 

04 

Q3 

04 

Q2 

04 

Q1 

04 



moving 

average 

trend line

GERMANY 

mID-mArket LeAgUe tABLeS 


GERMANY 

(€10m to €250m) 

YTD 

31-Oct-2009 

Value: 

Volume: 

house Value 

(€m) 

Deal 

count 

1 Jpmorgan 713 6 


3 rothschild 476 5 


5 kpmg 312 3 


7 Sal. oppenheim jr & Cie 286 3 


9 Houlihan Lokey 245 2 




3 Lincoln International 116 4 


5 kpmg 312 3 


7 Sal. oppenheim jr & Cie 286 3 







sectors and are based on the geography of either the target, bidder or seller being germany 

TOP 10 MID-MARkET LEGAL ADVISERS – 

GERMANY 

(€10m to €250m) 

YTD 

31-Oct-2009 

Value: 

Volume: 

house Value 

(€m) 

Deal 

count 


2 Herbert Smith/gleiss Lutz/Stibbe 990 9 



5 Hengeler mueller 685 8 

6 CmS 537 7 

7 thommessen 413 4 



10 poellath & partners 327 2 






6 CmS 537 7 








sectors and are based on the geography of either the target, bidder or seller being germany 


FRANCE 

A mERgERmARkEt m&A REpoRt oN 

FRANCE 

Rothschild mandated to sell Coface: 

Natixis denied… 

• Natixis, the listed French investment bank, has denied 

rumours that it is selling its credit insurance arm Coface 

despite claims from a banker with knowledge of the 

situation. the banker claimed Rothschild had won the 

mandate to sell Coface. Rothschild refused to confirm its 

involvement while Natixis denied that the arm was on 

the market. 

• Even if rumours on the disposal of Coface emerged 

after the merger of Banques populaires and Caisses 

d’Epargne, Natixis parent companies, the banker said 

Rothschild had been given the mandate “very recently” to 

facilitate the sale, adding that it is possible that the bank 

might advise delaying the disposal until next year. 

• A concern over the sale of Coface could be the timing. As 

insurers, Coface face a hard time and its figures will not 

be great for 2009, as they were not for 2008. therefore, 

the sale may be delayed until mid-2010, once the group 

has a clearer idea of how things will have improved. given 

the size of the company, which has an average annual 

net profit of about €150m placing a price tag of around 

€1.5bn, any buyer would likely be either another blue chip 

insurance group or investment bank. 

• Coface’s insurance financial strength rating was 

downgraded by moody’s last September to A2 from 

Aa3. this downgrade has been triggered by the recent 

announcement made by Coface’s current shareholder 

Natixis that the credit insurance company did not provide 

sufficient synergies to be integrated into the banking 

group, and as a consequence Natixis would manage its 

stake in Coface as a financial investment. 

Areva disposal of its T&D division driven 

by protectionism? 

• Within the scope of the sale process of its transmission and 

distribution division launched last 30 June, the deadline 

for binding offers is November 2009. Areva received on this 

date three offers from Alstom/Schneider, general Electric 

and toshiba, and is now assessing these offers. 

• toshiba appears to have placed the highest bid for the 

division. together with partner Innovation Network Corp, 

the listed Japanese group is offering about €4.2bn. the 

two other bids are still in the race as both bids amount 

approximately €4bn. the French government holds 

a stake in Areva and purportedly prefers selling the 

operations to the French group. 

• However, if offers made by toshiba and gE are based on 

a fixed price, Alstom-Schneider Electric bid is conditional 

upon the 2010 EBIDtA of Areva t&D. the price offered by 

Alstom-Schneider Electric could then amount to €3.6bn 

only, once the EBIDtA results will be released next march. 

A toshiba official said that although the company offered 

a price that has beaten the competition, the firm doesn’t 

believe that the French government will allow toshiba to 

acquire the business so easily. 

• Areva will ask bidders for more details in the next few 

days, while a decision is expected at the end of November. 

Societe Generale already pays back €3.4bn 

government funds: 

• paris listed Societe generale announced that it has 

successfully closed its proposed €4.8bn capital increase 

on 30 october. the capital increase was oversubscribed 

1.72 times and the French financial group will therefore 

issue 1,494,724 new shares. 

• on 09 November, the listed bank bought back the €3.4bn 

preferred shares sold to the French government at the 

peak of the financial crisis, in December 2008 and may 

2009. An announcement from French market regulator 

AmF announced that the French sovereign fund SppE 

sold 45,045, 045 preferred shares back to Societe 

generale. the share buy back was financed by the capital 

increase launched by Societe generale. 

• the reimbursement of preferred shares issued to the 

French government, the potential acquisition of 20% of 

Credit du Nord, and the capital increase would put the 

Core tier one ratio of the group at 8.0% and the tier one 

ratio at 9.7%. 


124

FRANCE 

DEAl oF tHE moNtH 

Target: Fovea pharmaceuticals SA Announced: 01 october 2009 

Bidder: Sanofi-Aventis SA Deal value: € 370m 

Seller: Abingworth management ltd; 

Credit Agricole private Equity SA; 

Forbion Capital partners; 

gimv NV; 

Sofinnova partners; 

Vesalius Biocapital partners Sarl; 

and Wellcome trust limited; 

• Sanofi-Aventis SA, the listed France based 

pharmaceutical company engaged in the research, 

development, manufacture and marketing of healthcare 

products, has agreed to acquire Fovea pharmaceuticals 

SA, the France based biopharmaceutical company 

engaged in development and commercialization of drugs 

for the treatment of ocular diseases, from a consortium of 

private equity firms and the founders of the company, for 

a total enterprise value of €370m. 

• the enterprise value of EUR 370m consists of an upfront 

payment and earnouts payable at a later date, subject to 

the progress of the clinical compounds. 

• the company was founded in 2005 by mr. Jose Sahel, 

Bernard gilly and pierre Belichard. Fovea raised two 

rounds of funding, in 2005 and 2008 from a group of 

investors including Abingworth management ltd, the Uk 

Advisers 


Financial - Financial 

Deal nature: Recommended, Acquisition, Cross border, Exit 

Legal Nixon peabody Legal morgan lewis & Bockius 

Willkie Farr & gallagher 

PR - PR - 


01/10/2009 Sanofi-aventis to acquire Fovea 

17/07/2009 Europe won’t see 'flurry' of healthcare m&A in 2H but mega-mergers possible 

based venture capital firm, Credit Agricole private Equity, 

the France based private equity arm of Credit Agricole 

SA, the listed France based provider of financial, Forbion 

Capital partners, the Dutch private equity firm, gimv NV, 

the listed Belgium based private equity firm, Sofinnova 

partners, the France based venture capital firm, Vesalius 

Biocapital partners Sarl, the luxembourg based venture 

capital firm, and Wellcome trust limited, the Uk based 

trust. 

• the acquisition is in line with Sanofi-Aventis’ growth 

strategy, the company plans to strengthen its existing 

R&D portfolio. the transaction is subject to antitrust 

clearance under the Hart-Scott-Rodino Antitrust 

Improvements Act and is expected to complete by the 

fourth quarter of 2009. 


125

FRANCE 

top DEAlS 

ToP 15 FReNCh ANNouNCeD DeALS FoR YTD 31 oCToBeR 2009 



1-day 

before 

(€m) 

18-Aug-09 p Alcan packaging Industrials & Amcor limited Rio tinto plc 0.5 - 1,433 

(majority of 

businesses) 

Chemicals 

30-mar-09 C motier SAS (37.10% Consumer moulin family (private BNp paribas SA - 1,100 

stake) 

investors) 

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

Services 

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

29-Jan-09 C Credit Foncier de Financial Caisse Nationale des Nexity Initiale SAS n/a n/a - 540 

France (23.40% Services Caisses d'Epargne et 

stake) 

de prevoyance 

15-may-09 l Ciments Francais 

(18% stake) 

Construction Italcementi SpA 0.9 4.2 10.2 1.2% 496 

1-oct-09 p Fovea 

pharma, Sanofi-Aventis SA Abingworth 

- 370 

pharmaceuticals SA medical & 

management ltd; 

Biotech 

Credit Agricole 

private Equity SA; 

Forbion Capital 

partners; gimv NV; 

Sofinnova partners; 

Vesalius Biocapital 

partners Sarl; and 

Wellcome trust 

limited 

3-Aug-09 C kallista Energies Energy, AXA private Equity Babcock & Brown 

- 220 

Renouvelables SAS; mining & 

International pty ltd 

and kallista France 

SAS 

Utilities 

13-Aug-09 C Chateau Cheval Consumer lVmH moet Hennessy groupe Arnault SAS - 200 

Blanc (50% stake); 

and la tour du pin 

(50% stake) 

louis Vuitton SA 

11-Jun-09 p Nt1; and tmC (40% tmt television Francaise AB groupe SA - 192 

stake) 

1 SA 

31-mar-09 C groupe lucien 

Barriere SAS (15% 

stake) 

leisure Accor SA Colony Capital llC - 153 

16-Jul-09 C FpEE Industries SA Construction Barclays private Equity AgF private Equity; 1.0 - 150 

limited; and pragma AtriA Capital 

Capital 

partenaires; 

Euromezzanine 

Conseil SAS; and UI 

gestion SA 

5-Jan-09 C Societe Fonciere Real Estate CAlYoN Inmobiliaria 

n/a n/a 15.2 36.7% 143 

lyonnaise SA (8.80% 

stake) 

Colonial SA 

16-Sep-09 C Veolia proprete Business groupe tFN Veolia proprete SA 0.3 - 120 

Nettoyage et 

multiservices SA 

Services 

14-Jan-09 C Societe Fonciere Real Estate Royal Bank of Scotland Inmobiliaria 

n/a n/a 15.2 26.4% 118 

lyonnaise SA (7.25% 

stake) 

group plc 

Colonial SA 

1-Sep-09 C Cinq sur Cinq SA Consumer Companie 

- 111 

(62% stake) 

d'Investissements 

Diversifies SA 

C = Completed; p = pending; l = lapsed Source: mergermarket 


126

FRANCE 

top DEAlS 

ToP 5 FReNCh ANNouNCeD DeALS oF The MoNTh (oCToBeR 2009) 




01/10/2009 p Fovea 

pharma, Sanofi-Aventis SA Abingworth 

- 370 

pharmaceuticals SA medical & 

management ltd; 

Biotech 

Credit Agricole private 

Equity SA; Forbion 

Capital partners; 

gimv NV; Sofinnova 

partners; Vesalius 

Biocapital partners 

Sarl; and Wellcome 

trust limited 

10/10/2009 C tocqueville Finance Financial la Banque postale 

n/a n/a - 80 

SA (majority stake) Services SA 

08/10/2009 p Christian lacroix Consumer Al Hassan Bin Al Falic Fashion group 2.3 - 70 

Nuaimi (private 

investor) 

llC 

24/10/2009 p Cliniques privees pharma, Vivalto Sante 0.7 - 63 

Associees SA medical & 

Biotech 

15/10/2009 p tele2 France tmt Virgin mobile France tele2 AB 0.5 95.9 - 56 



127

FRANCE 

EXpECtED DEAlS 

PIPeLINe oF FReNCh exPeCTeD DeALS 


company 

Expected Deal Areva t&D SA Energy Alstom SA; 

Schneider Electric 

SA; 

gE group; 

and toshiba 

Corporation 

Expected Deal AXA SA Financial 

Services 

Rumoured 

takeover 

Dalkia 

International 

Expected Deal Compagnie 

des grains du 

Capricorne; 

Salaisons de 

Bourbon; 

Societe 

Industrielle 

des Cafes de la 

Reunion; 

and Societe 

generale 

d’Investissements 

des mascareignes 

takeover 

situation 

France televisions 

publicite 

Financial adviser 

to bidder (B); 

target (T); seller 

(S) 

Seller 

company 

AREVA SA CAlYoN 

(S); lazard 

(S) 

Market 

cap/ est. 

value (€m) 

Comments 

3,500 the French government is belived to 

already have selected the future buyers 

for the transmission and distribution unit 

of state owned AREVA. listed French 

industrial groups Alstom and Schneider 

Electric are rumoured to have been chosen 

as the buyers for the unit. the duo is 

in contention with toshiba and general 

Electric. Alstom and Schneider Electric 

made the least generous bid, with an offer 

valuing Areva t&D at €3.5bn only. gE could 

have offered more than €4bn. the third 

bidder, toshiba, which set up a consortium 

together with the Abu Dhabi-based energy 

group taqa, could have made an offer 

believed to be worth close to €5bn. 

Eurazeo SA 2,000 AXA announces the launch of €2bn rights 

issue to finance acquisition opportunities 

AXA announced today the launch of a Euro 

2 billion rights issue to finance acquisition 

opportunities. 

Energy Veolia 

Environnement SA 

Consumer marbour; 

Cooperative des 

producteurs 

de porcs de la 

Reunion; 

and groupe 

Quartier Francais 

tmt lagardere SCA; 

Hi media SA; 

NextRadiotV; 

Butler Capital 

partners 

groupe Sud ouest 

SA; 

and Financiere 

Fabrice larue 


Electricite de 

France SA 

lazard (B) 1,400 listed French state-owned electricity 

group EDF is hoping to conclude the sale 

of its 34% stake in energy services group 

Dalkia to Veolia within one year. this 

would be in exchange for increasing EDF’s 

shareholding in Veolia from 4% to about 

15%. the move would require approval 

from the French government first. EDF’s 

stake in Dalkia is estimated at €1.4bn. 

Vindemia 35 Vindemia, part of listed French retail group 

Casino, is believed to be in advanced talks 

to sell its food-processing and beverage 

operations. Vindemia could be close to 

concluding the sale of its rice (Compagnie 

des grains du Capricorne), alcoholic 

beverages (Sogim), coffee (Sicre) and 

meat-processing (Salaisons de Bourbon) 

activities located in the Reunion island to 

local players marbour, groupe Quartier 

Francais and Cooperative des producteurs 

de porcs de la Reunion. Vindemia’s 

operations generate annual revenues of 

€35m. A deal could be finalised in the next 

few weeks. 

France 

televisions 

Sg (B) 15 France televisions, the French stateowned 

tV group, has six bidders competing 

in the auction for a 70% stake in its unit 

France televisions publicite (Ftp). A 

deal could be finalised by the beginning 

of next year. potential buyers included 

listed French media groups lagardere 

and NextRadiotV, as well as private 

equity house Butler Capital, and media 

entrepreneurs Fabrice larue and Stephane 

Courbit. A surprise bidder is a consortium 

made up of publishing group Sud-ouest, 

internet specialist Hi-media. Societe 

generale is advising the consortium, the 

report added. Bidders are valuing the 

target at about €15m. 


128

FRANCE 

lEAgUE tABlES 

ToP 15 FINANCIAL ADVISeRS 

VAlUE 

YTD 

31-oct-2009 

house Value 

(€m) 

Deal 

count 







7 CAlYoN 3,812 9 

8 lazard 3,786 26 



11 Evercore partners 3,142 2 

12 HSBC Bank 2,170 7 

13 Jpmorgan 1,835 10 




VolUmE 

the Financial adviser league tables by value and volume have been run from 01 January 2009 to 31 october 2009 and exclude lapsed and withdrawn deals. the tables cover all sectors and 

are based on the geography of either the target, bidder or seller being France. 

ToP 15 LeGAL ADVISeRS 

VAlUE 

YTD 

31-oct-2009 

house Value 

(€m) 

Deal 

count 

1 linklaters 8,647 24 






7 Herbert Smith/gleiss lutz/Stibbe 3,182 3 


9= Alston & Bird 2,842 1 


9= Simpson thacher & Bartlett 2,842 1 

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

13 loyens & loeff 2,069 4 

14 SJ Berwin 1,987 9 

15 Jones Day 1,923 21 


YTD 

31-oct-2009 

house Value 

(€m) 

Deal 

count 


2 lazard 3,786 26 







9 Sg 309 10 

10 CAlYoN 3,812 9 


12 Financiere Cambon 60 8 


14 HSBC Bank 2,170 7 


VolUmE 

YTD 

31-oct-2009 

house Value 

(€m) 



are based on the geography of either the target, bidder or seller being France. 

Deal 

count 


2 Jones Day 1,923 21 

3 gide loyrette Nouel 943 18 


5 De pardieu Brocas maffei 158 15 

6 CmS 148 13 



9 Bredin prat 479 11 




13 SJ Berwin 1,987 9 

14 lovells 51 9 

15 Fidal 226 8 



129

FRANCE 

lEAgUE tABlES 

ACTIVITY TABLe oF PRIVATe equITY FIRMS oN FReNCh BuYouTS 

VAlUE 

YTD 

31-oct-2009 

house Value 

(€m) 

Deal 

count 

1 lBo France 320 3 

2 AtriA Capital partenaires 300 1 

3 pragma Capital 250 2 

4 Barclays private Equity 245 2 

5 AXA private Equity 220 2 

6 gimv 153 2 

7 towerBrook Capital partners 110 1 

8= orium 100 1 

8= pechel Industries partenaires 100 1 

10 UFg private Equity 66 2 


VolUmE 

YTD 

31-oct-2009 

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 october 2009 and exclude lapsed and withdrawn deals. 

ACTIVITY TABLe oF PRIVATe equITY FIRMS oN FReNCh exITS 

VAlUE 

YTD 

31-oct-2009 

house Value 

(€m) 

Deal 

count 

1 Sofinnova partners 447 2 

2= Abingworth management 370 1 

2= Credit Agricole private Equity 370 1 

2= Forbion Capital partners 370 1 

2= gimv 370 1 

2= Vesalius Biocapital partners 370 1 

7 AtriA Capital partenaires 300 1 

8 groupe Arnault 200 1 


10 AgF private Equity 180 2 


house Value 

(€m) 

Deal 

count 


2 pragma Capital 250 2 

3 Barclays private Equity 245 2 


5 gimv 153 2 

6 UFg private Equity 66 2 

7 BNp paribas Developpement 63 2 

8 groupama private Equity 45 2 

9 CDC Entreprises 22 2 

10 IRDI-ICSo 19 2 

VolUmE 

YTD 

31-oct-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 october 2009 and exclude lapsed and withdrawn deals. 

Deal 

count 

1 Innovacom 42 3 

2 Sofinnova partners 447 2 

3 AgF private Equity 180 2 

4 NI partners 115 2 


6 Viveris management 24 2 

7 Sigefi private Equity 10 2 

8 mBo partenaires - 2 

9= Abingworth management 370 1 

9= Credit Agricole private Equity 370 1 

9= Forbion Capital partners 370 1 

9= gimv 370 1 

9= Vesalius Biocapital partners 370 1 



130

FRANCE 

tREND gRApHS 

FReNCh M&A quARTeRLY TReND 

VAlUE VolUmE 

value (€m) 

100,000 

80,000 

60,000 

40,000 

20,000 

0 


04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09* 

FReNCh M&A quARTeRLY PRIVATe equITY TReND 

VAlUE VolUmE 

value (€m) 

15,000 

12,000 

9,000 

6,000 

3,000 

0 


04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09* 

France buyouts 

France exits 



200 

150 

100 

50 

0 

80 

70 

60 

50 

40 

30 

20 

10 

0 


04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09* 

moving 

average 

trend line 


04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09* 


France exits 


131

FRANCE 

tREND gRApHS 

FReNCh M&A ANNuAL TReNDS 

VAlUE VolUmE 

value (€bn) 

150 

120 

90 

60 

30 

0 

2004 

2005 

FReNCh M&A SeCToR BReAkDowN YTD 2009 

2006 

2007 

2008 

YTD 2009* 

All France M&A 


France exits 

VAlUE VolUmE 

22.8% 

9.3% 

3.9% 

3.6% 

24.7% 

15.5% 

7.9% 

3.2% 

3.3% 

0.5% 

5.3% 

0.1% 




Leisure 

Transport 

Real Estate 

Agriculture 


Consumer 

TMT 


Construction 


16.6% 

800 

700 

600 

500 

400 

300 

200 

100 

0 

9.4% 

20.4% 

2004 

6.4% 

2005 

6% 

5.7% 

2006 

5.3% 

20.4% 

3.8% 

2.6% 

2.6% 

0.8% 

2007 

2008 



YTD 2009* 

All France M&A 


France exits 


Leisure 

Transport 

Real Estate 

Agriculture 


Consumer 

TMT 


Construction 


132

FRANCE 

mID-mARkEt DEAlS 

ToP 10 FReNCh ANNouNCeD MID-MARkeT DeALS FoR YTD 31 oCToBeR 2009 

(€10m to €250m) 


financial 

adviser 

3-Aug-09 C kallista Energies 

Renouvelables 

SAS; and kallista 

France SAS 

13-Aug-09 C Chateau Cheval 

Blanc (50% 

stake); and la 

tour du pin (50% 

stake) 

11-Jun-09 p Nt1; and tmC 

(40% stake) 

31-mar-09 C groupe lucien 

Barriere SAS 

(15% stake) 

16-Jul-09 C FpEE Industries 

SA 

5-Jan-09 C Societe Fonciere 

lyonnaise SA 

(8.80% stake) 

16-Sep-09 C Veolia proprete 

Nettoyage et 

multiservices SA 

14-Jan-09 C Societe Fonciere 

lyonnaise SA 

(7.25% stake) 

1-Sep-09 C Cinq sur Cinq SA 

(62% stake) 

Energy, 

mining & 

Utilities 

Advising 

seller: Hideal 

partners 

Target/seller 

legal adviser 

Advising 


Chance; Fidal 


financial 

adviser 

Holding Energies 

Renouvelables SAS 

Consumer lVmH moet 

Hennessy louis 

Vuitton SA 

tmt television 

Francaise 1 SA 

leisure Advising 


Chance 

Bank of 

America 

merrill 

lynch 

Accor SA BNp 

paribas; 

CIBC World 

markets; 

goldman 

Sachs; 

lazard; Sg 

Construction Barclays private 

Equity limited; and 

pragma Capital 

Real Estate Advising 

seller: lazard 

Business 

Services 

2-mar-09 C Autodistribution Industrials & 

Chemicals 

17-Feb-09 C Axione 

Infrastructures 

SAS (55% stake) 

Advising 

seller: 

Rothschild 

Real Estate Advising 


Advising 

seller: 

Freshfields 

Bruckhaus 

Deringer; 

linklaters 

Advising 

seller: Cabinet 

levine & 

Associes 

Advising 

seller: 

Freshfields 

Bruckhaus 

Deringer; 

linklaters 

Bidder legal 

adviser 


value 

(€m) 

linklaters Babcock 

& Brown 

International 

pty ltd 

groupe Arnault 

SAS 

220 

200 

Rothschild AB groupe SA 192 

Internal Colony Capital 

llC 

mayer Brown AgF private 

Equity; AtriA 

Capital 

partenaires; 

Euromezzanine 

Conseil SAS; 

and UI gestion 

SA 

CAlYoN CAlYoN Inmobiliaria 

Colonial SA 

groupe tFN Ernst & 

Young; 

marceau 

Finance 

Royal Bank of 

Scotland group plc 

Consumer CmS Companie 

d'Investissements 

Diversifies SA 

tmt Advising 


Rothschild Dewey & 

leBoeuf; 

Shearman & 

Sterling 

Advising 

seller: gibson 

Dunn & 

Crutcher; Weil 

gotshal & 

manges 

towerBrook Capital 

partners lp 

Aforge 

Finance 

FIDEppp grant 

thornton 

Corporate 

Finance 

orrick 

Herrington & 

Sutcliffe; SJ 

Berwin 

Veolia proprete 

SA 

Inmobiliaria 

Colonial SA 

153 

150 

143 

120 

118 

111 

Bredin prat; 

kirkland & Ellis; 

linklaters; 

loyens & loeff 

Investcorp SA 110 

linklaters 

(Advising Banco 

Santander; 

Caisse 

Nationale 

des Caisses 

d'Epargne et 

de prevoyance; 

CAlYoN); orrick 

Herrington & 

Sutcliffe 

Axione SA 110 

Advising seller: Clifford Chance 


133

134 


FRANCE 

FReNCh M&A quARTeRLY MID-MARkeT TReND 

VAlUE VolUmE 

0 

1,000 

2,000 

3,000 

4,000 

5,000 

Q4 

09* 

Q3 

09 

Q2 

09 

Q1 

09 

Q4 

08 

Q3 

08 

Q2 

08 

Q1 

08 

Q4 

07 

Q3 

07 

Q2 

07 

Q1 

07 

Q4 

06 

Q3 

06 

Q2 

06 

Q1 

06 

Q4 

05 

Q3 

05 

Q2 

05 

Q1 

05 

Q4 

04 

Q3 

04 

Q2 

04 

Q1 

04 

value (€m) 

0 

10 

20 

30 

40 

50 

60 

Q4 

09* 

Q3 

09 

Q2 

09 

Q1 

09 

Q4 

08 

Q3 

08 

Q2 

08 

Q1 

08 

Q4 

07 

Q3 

07 

Q2 

07 

Q1 

07 

Q4 

06 

Q3 

06 

Q2 

06 

Q1 

06 

Q4 

05 

Q3 

05 

Q2 

05 

Q1 

05 

Q4 

04 

Q3 

04 

Q2 

04 

Q1 

04 


moving 

average 

trend line 

mID-mARkEt DEAlS

FRANCE 

mID-mARkEt lEAgUE tABlES 

ToP 10 MID-MARkeT FINANCIAL ADVISeRS – 

FRANCe 

(€10m to €250m) 

YTD 

31-oct-2009 

Value: 

Volume: 

house Value 

(€m) 

Deal 

count 

1 lazard 1,837 13 


3 BNp paribas 686 8 



6 CAlYoN 343 3 

7 Bank of America merrill lynch 334 2 



10 Sg 309 5 

1 lazard 1,837 13 


3 BNp paribas 686 8 





8 Sg 309 5 

9 oddo & Cie 177 4 

10 CAlYoN 343 3 


the Financial adviser league tables by value and volume have been run from 01 January 


sectors and are based on the geography of either the target, bidder or seller being France. 

ToP 10 MID-MARkeT LeGAL ADVISeRS – 

FRANCe 

(€10m to €250m) 

YTD 

31-oct-2009 

Value: 

Volume: 

house Value 

(€m) 

Deal 

count 



3 Cleary gottlieb Steen & Hamilton 558 4 


5 SJ Berwin 545 5 

6 Weil gotshal & manges 541 7 


8 Studio pedersoli e Associati 440 3 


10 Darrois Villey maillot Brochier 389 3 




4 gide loyrette Nouel 348 7 


6 SJ Berwin 545 5 




10 pricewaterhouseCoopers (pwC) legal 295 4 




sectors and are based on the geography of either the target, bidder or seller being France. 


135

ITALY 

A mergermArkeT m&A reporT on 

ITALY 

M&A activity in Italy continues to struggle 

• Comparing the first ten months of the year to 2008, the 

current year registers a great deal fewer transactions 

(186 in comparison to 377) and a lower total value 

(€17.6bn vs. €31bn). The deal value in 2009 may also be 

skewed upwards as a result of three large deals (i.e. The 

acquisitions of Alleanza Assicurazioni and Italgas/Stogit, 

which generated a total value of €8.6bn representing 

50% of the total value created in the first 10 months of 

the 2009). moving to the Italian mid-market, the total 

value comes to €3.85bn from 72 deals, in comparison to 

€10.6bn from 176 in the previous year. 

• Although the Financial sector, with eight transactions, 

maintained its leading position in the top deals table, 

Industrials & Chemicals is the most active sector in Italy 

overall with a total of 45 deals and a total value of €695m 

(which averages €16m per deal). on the other hand the 

energy, mining & Utilities sector is one of the areas 

where a lot of money is been moving, with a total value of 

€8.76bn generated from 15 transactions (which averages 

value per deal at €721m). 

• mediobanca continues to consolidate its positions as a 

leading financial adviser, advising on 15 deals at a total 

value of €23.3bn, followed by Banca ImI/Intesa Sanpaolo 

with €21.6bn from 20 transactions. on the legal side, 

Chiomenti Studio Legale maintain its pole position in 

terms of number of deals advised (26 in total), while 

Clifford Chance leads the value table with €18.1bn from 

15 deals. 

• on the private equity front, AXA private equity maintains 

its pole position, having backed the acquisition of enel 

rete gas and Tozzi Holding Srl, with a total value of 

€1.7bn. The paris based private equity house is followed 

by Clessidra, who have completed one transaction at 

€400m in value. on the exit side, pAI partners leads the 

rankings with one deal exited with a total value of €200m. 

• Considering the statistics for the whole year 2008, when 

437 deals occurred with a total value of €32bn, and with 

two months remaining before the year ending, the Italian 

m&A activity would have to at least increase seven times 

its pace to reach the previous year’s level. And, although 

mega deals could always lift the deal value significantly, a 

W-shaped recovery is probably more likely to occur. 

Sorin shareholders prepare to launch an 

obligatory public offer for the company 

• on october 12, 2009, a group of shareholders of Sorin, the 

listed Italian medical devices producer, have decided to 

agree on a pact, which potentially would lead to a launch 

of an obligatory public offer for Sorin. The price of the 

public offer is valued at €0.7567 per share. 

• mittel, equinox Two, Hopa, mpS Investments and Unipol 

gruppo Finanziario have signed an agreement based on 

their joint ownership of about 37.85% of Sorin shares. In a 

joint statement, mittel, equinox and Hopa said they would 

launch a bid on all remaining shares in Sorin through an 

acquisition vehicle BH Holding, following the approval of 

competition authorities in Spain in December 2009. The 

maximum cost of the public offer will be €230.26m. 

• This €230m offer is expected to be paid by the bidding 

shareholders that will cover €105m of the total sum, and 

a bank loan from BmpS, UgF Banca, UgF merchant and 

Banco popolare. 

• This bid appears to be a regrouping of Sorin’s existing 

shareholders around the table, after the Italian 

biotechnology group could not find a suitable buyer 

among the private equity funds. In June 2007, for example, 

Sorin shareholders rejected a bid from Apax partners 

aiming to buy a 29% stake in the group. There were also 

reports that Bain Capital was another private equity group 

interested in Sorin. 

• According to an insider source in Sorin, its investors are 

going to be subject to the conditions of a one-year lock-up 

period, which will prevent these shareholders to sell their 

shares in Sorin without the agreement of the other parties 

of the pact. 


136

ITALY 


Target: Sorin group SpA (62.15% stake) Announced: 13 october 2009 

Bidder: BH Holding SpA Deal value: €592m 

Seller: Deal nature: recommended, Domestic, public 

DESCRIPTION 

• Sorin group SpA, the listed Italian medical devices 

company, is to be the subject of a public offer from its 

controlling shareholders. mittel SpA, the listed Italian 

investment group that is a key shareholder, announced 

a shareholder pact has been formed that holds 37.85% 

of Sorin. The other members of the shareholder pact 

are equinox Two S.c.A., Hopa S.p.A., mpS Investments 

S.p.A.and Unipol gruppo Finanziario SpA. 

STRUCTURE 

• The transaction will be conducted as a mandatory public 

offer under Italian Law. 

TERMS 

• Sorin group SpA shareholders will receive €0.7567 in cash 

for each share held. 

• The offer values the entire share capital of Sorin at 

€355.96m 

• The maximum cost of the public offer will be €230.264m. 

• The offer represents a discount of -42.46% to Sorin group 

SpA’s closing share price of €1.315 on 12 october 2009, 

the last trading price prior to the announcement. 

CONDITIONS 

• relevant regulatory approvals. 

• dr estimate 50.01%. 



Revenue 1.1 643.2 1 day before -42.46% 

EBITDA 8.8 81.7 1 month before -30.32% 

EBIT 15.9 45.1 1 day after -37.62% 

Earnings 756.7 0.46 Pre-rumour n/a 

Advisers 


Financial - Financial mittel Corporate Finance 

Legal - Legal Studio Legale pavesi gitti Verzoni 

Legance Studio Legale Associato 

PR - PR - 


13-oct-09 Sorin shareholders' pact terms to be revealed within 10 days; agreement to be subject to lock-up period, person says. 


137

ITALY 

Top DeALS 

TOP 15 ITALIAN ANNOUNCED DEALS FOR YTD 31 OCTOBER 2009 

Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia 


1-day before 

12-Feb-09 C Italgas SpA energy, mining 

& Utilities 

12-Feb-09 C Stogit SpA energy, mining 

& Utilities 

23-Feb-09 C Alleanza 

Assicurazioni SpA 

(49.60% stake) 

29-may-09 C enel rete gas SpA 

(80% stake) 

29-Jul-09 C Intesa Vita SpA 

(50% stake) 

13-oct-09 p Sorin group SpA 

(62.15% stake) 

4-Aug-09 p Findomestic Banca 

SpA (25% stake) 

2-Apr-09 C Antonveneta ABn 

Amro; and prima 

Sgr 

Financial 

Services 

energy, mining 

& Utilities 

Financial 

Services 

pharma, 

medical & 

Biotech 

Financial 

Services 

Financial 

Services 

Deal value 

(€m) 

Snam rete gas SpA enI SpA 5.4 9.1 13.5 - 4,206 

Snam rete gas SpA enI SpA 8.5 10.9 19.9 - 2,588 

Assicurazioni 

generali SpA 

AXA private equity; 

and F2i Sgr SpA 

enel 

Distribuzione 

SpA 

Intesa Sanpaolo SpA Alleanza 

Assicurazioni 

SpA 

n/a n/a 8.9 2.6% 1,805 

5.9 34.7 - 1,680 

n/a n/a - 706 

BH Holding SpA 1.1 8.8 756.7 -42.5% 592 

Bnp paribas 

personal Finance 

Clessidra Sgr; 

and Financial risk 

management Limited 

Cassa di 

risparmio di 

Firenze SpA; 

and Cassa di 

risparmio di 

pistoia e pescia 

Banca monte 

dei paschi di 

Siena SpA 

8-Jun-09 p IpI SpA real estate mimoSe Banca 

Intermobiliare 

di Investimenti e 

gestioni SpA 

10-Jul-09 L management & 

Capitali SpA 

12-Jan-09 C Alitalia SpA (25% 

stake) 

8-Jun-09 L management & 

Capitali SpA 

Financial 

Services 

Tamburi Investment 

partners SpA 

n/a n/a - 500 

n/a n/a - 400 

7.7 45.04% 363 

n/a n/a (loss) 2.73% 338 

Transportation Air France-kLm SA - 323 

Financial 

Services 

mimoSe n/a n/a (loss) 8.15% 220 

1-Sep-09 p permasteelisa SpA Construction Investindustrial SpA 0.1 1.9 7.5 -3.42% 219 

29-may-09 C UgF Banca SpA 

(15.47% stake) 

25-may-09 p Saeco International 

group SpA 

Financial 

Services 

UgF Assicurazioni 

SpA 

Consumer koninklijke philips 

electronics nV 

CgIL Filt 

regione 

Lombardia; 

Coop estense 

Societa 

Cooperativa 

Scarl; Finsoe 

SpA; and Holmo 

SpA 

n/a n/a 429.8 - 213 

pAI partners - 200 



138

ITALY 

Top DeALS 

TOP 5 ITALIAN ANNOUNCED DEALS OF ThE MONTh OCTOBER 2009 




13-oct-09 p Sorin group SpA pharma, BH Holding SpA 1.1 8.8 756.7 -42.46% 592 

(62.15% stake) medical & 

Biotech 

19-oct-09 p Sole SpA Industrials & nidec Techno motor Appliances 0.2 44 

Chemicals Holdings Corporation Components 

Companies SpA 

2-oct-09 p masterlease Italy Financial Athlon Car Lease gmAC LLC n/a n/a 41 

Services International BV 

30-oct-09 p ratti SpA (66.70% Industrials & Faber Five Srl; marzotto 

0.5 -73.49% 39 

stake) 

Chemicals SpA 

6-oct-09 C omnia Sim SpA Financial Banca Ifigest SpA DABe 

15 

Services 

InTernATIonAL 

S.A. 



139

ITALY 

eXpeCTeD DeALS 

PIPELINE OF ITALIAN ExPECTED DEALS 


company 

Significant 

m&A 

rumoured 

Takeover 

target 

Takeover 

targets 

Banca Fideuram 

SpA 

Financial 

Services 

exor group SpA, 

Blackstone group 

Holdings LLC, 

Apax partners 

Safilo group SpA Consumer Luxottica group 

SpA, Tpg Capital 

Lp, The Carlyle 

group LLC, 

marcolin SpA, 

Clessidra Sgr 

SpA, and Antonio 

Favrin 

Snai SpA Leisure Bridgepoint 

Capital Limited, 

AXA private 

equity 


Financial 



seller (S) 

Intesa 

Sanpaolo SpA 

Vittorio 

Tabacchi 


cap/ est. 

value 

(€m) 

Leonardo & 

Co., morgan 

Stanley 

maurizio Ughi gianni, 

origoni, 

grippo & 

partners 

Comments 

2,800 Intesa Sanpaolo, the listed Italian bank, 

is about to sell Fideuram, its asset 

management arm, at around eUr 2.8bn. 

As previously reported, the potential bidder 

is exor, the financial holding of the Agnelli 

family. The unsourced report added that 

Intesa is ready to maintain up to a 30% stake 

in the company. 

226 Safilo, the listed Italian eyewear group, is 

willing to sell a stake to an industrial partner. 

The Ceo of the company announced that no 

offer has been received from an industrial 

bidder, nor are any talks taking place. 

However, Safilo would be willing to talk to 

industrial groups making serious offers. The 

two most likely bidders are Italian eyewear 

groups Luxottica and marcolin. Safilo’s 

Ceo’s comments appeared to rule out the 

possibility of another private equity bidder 

emerging to take the place of Bain, which 

pulled out of talks to acquire a 30% stake 

earlier in the month. 

- Snai, the Italian betting company, has 

attracted interest from two private equity 

funds, Bridgepoint and Axa private equity. 

The two potential bidders have already 

signed a confidentiality agreement and aim 

to launch a public offer for the company. 

Snai is assisted by gianni origoni grippo as 

lawyer, while the private equity firms have 

hired two unnamed advisors. 


140

ITALY 

LeAgUe TABLeS 


VALUe 

YTD 

31-Oct-2009 

house Value 

(€m) 

Deal 

count 








8 Lazard 12,643 9 

9= Banco Bilbao Vizcaya Argentaria 11,107 1 

9= goldman Sachs 11,107 1 

9= Santander global Banking and markets 11,107 1 



14 Bnp paribas 4,623 8 

15 kpmg 2,768 13 


VoLUme 

YTD 

31-Oct-2009 

house Value 

(€m) 

The Financial adviser league tables by value and volume have been run from 01 January 2009 to 31 october 2009 and exclude lapsed and withdrawn deals. The tables cover all sectors and 

are based on the geography of either the target, bidder or seller being Italy. 

TOP 15 LEgAL ADVISERS 

VALUe 

YTD 

31-Oct-2009 

house Value 

(€m) 

Deal 

count 



3 Bonelli erede pappalardo 12,441 17 



6 Cuatrecasas, goncalves pereira 11,107 4 



9 d'Urso gatti e Associati Studio Legale 2,567 8 


11 Legance Studio Legale Associato 2,161 9 


13 Studio pedersoli e Associati 1,758 8 

14= machado meyer Sendacz e opice 1,656 1 

14= pinheiro guimaraes Advogados 1,656 1 

14= Souza, Cescon Avedissian, Barrieu e 

Flesch Advogados 

1,656 1 


Deal 

count 



3 kpmg 2,768 13 

4 UniCredit group 2,111 12 


6 Lazard 12,643 9 








14 Vitale & Associati 193 4 


VoLUme 

YTD 

31-Oct-2009 

house Value 

(€m) 


The Legal adviser league tables by value and volume have been run from 01 January 2009 to 31 october 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 


2 Bonelli erede pappalardo 12,441 17 





7 Legance Studio Legale Associato 2,161 9 

8 d'Urso gatti e Associati Studio Legale 2,567 8 

9 Studio pedersoli e Associati 1,758 8 



12 nCTm Studio Legale Associato 121 7 

13 Simmons & Simmons 205 6 

14 grimaldi e Associati 68 6 




141

ITALY 

LeAgUe TABLeS 

ACTIVITY TABLE OF PRIVATE EqUITY FIRMS ON ITALIAN BUYOUTS 

VALUe 

YTD 

31-Oct-2009 

house Value 

(€m) 

Deal 

count 

1 AXA private equity 1,716 2 

2 Clessidra 400 1 


4 DeA Capital 100 1 

5 LBo Italia 82 1 

6 Sator 70 1 

7 rp3 prosperity 46 1 

8 orlando management 45 3 

9 21 Investimenti 28 2 

10 Quadrivio 28 1 


VoLUme 

YTD 

31-Oct-2009 

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 october 2009 and exclude lapsed and withdrawn deals. 

ACTIVITY TABLE OF PRIVATE EqUITY FIRMS ON ITALIAN ExITS 

VALUe 

YTD 

31-Oct-2009 

house Value 

(€m) 

Deal 

count 

1 pAI partners 200 1 

2 Alcedo 50 1 

3 mittel 46 1 

4 Investitori Associati 24 1 

5 master Holding group 8 1 


house Value 

(€m) 

Deal 

count 

1 orlando management 45 3 

2 AXA private equity 1,716 2 

3 21 Investimenti 28 2 

4 Sviluppo Imprese Centro Italia 5 2 

5 International Chemical Investors group SA - 2 

6 Clessidra 400 1 


8 DeA Capital 100 1 

9 LBo Italia 82 1 

10 Sator 70 1 

VoLUme 

YTD 

31-Oct-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 october 2009 and exclude lapsed and withdrawn deals. 

Deal 

count 

1 pAI partners 200 1 

2 Alcedo 50 1 

3 mittel 46 1 

4 Investitori Associati 24 1 

5 master Holding group 8 1 



142

ITALY 

TrenD grApHS 

ITALIAN M&A qUARTERLY TREND 

VALUe VoLUme 

value (€m) 

50,000 

40,000 

30,000 

20,000 

10,000 

0 


04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09* 

ITALIAN M&A qUARTERLY PRIVATE EqUITY TREND 

VALUe VoLUme 

value (€m) 

5,000 

4,000 

3,000 

2,000 

1,000 

0 


04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09* 

Italian buyouts 

Italian exits 



150 

120 

90 

60 

30 

0 

35 

30 

25 

20 

15 

10 

5 

0 


04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09* 

moving 

average 

trend line 


04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09* 


Italian exits 


143

ITALY 

TrenD grApHS 

ITALIAN M&A ANNUAL TRENDS 

VALUe VoLUme 

value (€bn) 

120,000 

100,000 

80,000 

60,000 

40,000 

20,000 

0 

2004 

2005 

ITALIAN M&A SECTOR BREAkDOwN YTD 2009 

2006 

2007 

2008 

YTD 2009* 

All Italian M&A 


Italian exits 

VALUe VoLUme 

1.5% 

2.5% 

1.1% 

51.5% 

3.9% 

2.4% 

2.5% 4.1% 

27.3% 

2.3% 

1.0% 



Consumer 



TMT 

Construction 

Leisure 



Real Estate 


6.5% 

8.2% 

8.2% 

6.0% 

500 

400 

300 

200 

100 

0 

2004 

2.2% 2.2% 

4.9% 

9.2% 

2005 

13.0% 

2006 

24.5% 

15.2% 

2007 

2008 



YTD 2009* 

Consumer 



TMT 

Construction 

Leisure 



Real Estate 

All Italian M&A 


Italian exits 


144

ITALY 

mID-mArkeT DeALS 

TOP 10 ITALIAN ANNOUNCED MID-MARkET DEALS YTD 31 OCTOBER 2009 

(€10m To €250m) 



8-Jun-09 L management & 

Capitali SpA 

Financial 

Services 

Target/seller 

legal adviser 

mediobanca Bonelli erede 

pappalardo 

1-Sep-09 p permasteelisa SpA Construction Chiomenti 

Studio Legale 

29-may-09 C UgF Banca SpA 

(15.47% stake) 

25-may-09 p Saeco 

International 

group SpA 

16-mar-09 C Banca Italease 

SpA (69.30% stake) 

27-Jul-09 C Fantuzzi 

Industries Sarl 

(port equipment 

businesses) 

17-Sep-09 p UBI Assicurazioni 

SpA (50% stake) 

22-Apr-09 C energie 

Investimenti (40% 

stake) 

27-mar-09 C Castelmac SpA; 

Frimont SpA; and 

Scotsman group 

14-Sep-09 p gioco Digitale 

group SpA 

Financial 

Services 

Consumer mediobanca. 

Advising 

Seller: Alvarez 

& marsal; 

Lazard 

Financial 

Services 

Industrials & 

Chemicals 

Financial 

Services 


& Utilities 

Industrials & 

Chemicals 

morgan 

Stanley 


rothschild 


Deutsche 

Bank; 

Jpmorgan 

Leisure Deutsche 

Bank 

Studio Legale 

Lombardi 

molinari e 

Associati; 

Studio 

pedersoli e 

Associati. 

Advising 

Seller: Cleary 

gottlieb Steen 

& Hamilton 

Chiomenti 

Studio Legale 


Simmons & 

Simmons 

Advising 

Seller: Studio 

pedersoli e 

Associati 

Advising 

Seller: Studio 

pedersoli e 

Associati 


Chiomenti 

Studio Legale; 

Foley & 

Lardner 

kunz Schima 

Wallentin; 

pavia e 

Ansaldo 


financial 

adviser 

Bidder legal 

adviser 

Seller 

company 

Deal 

value 

(€m) 

mimoSe Studio Segre 220 

Investindustrial 

SpA 

UgF 

Assicurazioni 

SpA 

koninklijke 

philips 

electronics nV 

gruppo Banco 

popolare 

Societa 

Cooperativa 

Terex 

Corporation 

Bnp paribas 

Assurance; 

and Fortis 

Insurance nV 

Banca ImI/ 

Intesa 

Sanpaolo; 

Credit 

Suisse 

Lazard; UBS 

Investment 

Bank 

d'Urso gatti 

e Associati 

Studio Legale 

gianni, origoni, 

grippo & 

partners; 

Linklaters 

mediobanca Studio Legale 

pavesi gitti 

Verzoni 

Alixpartners Bryan Cave; 

Cleary gottlieb 

Steen & 

Hamilton 

Bnp paribas Allen & overy; 

Linklaters 

CgIL Filt 

regione 

Lombardia; 

Coop 

estense 

Societa 

Cooperativa 

Sca rl; 

Finsoe SpA; 

and Holmo 

SpA 

pAI 

partners 

SAS 

Fantuzzi 

Industries 

Sarl 

Unione di 

Banche 

Italiane 

Scpa 

219 

213 

200 

174 

155 

120 

gDF Suez SA pavia e Ansaldo Camfin SpA 120 

Warburg 

pincus LLC 

bwin Interactive 

entertainment 

Ag 

Willkie Farr & 

gallagher 

Brandl & 

Talos; roedl & 

partner 

manitowoc 

Company 

Inc 


120 

115 


145

146 


ITALY 

ITALIAN M&A qUARTERLY MID-MARkET TREND 

VALUe VoLUme 

0 

1,000 

2,000 

3,000 

4,000 

5,000 

Q4 

09* 

Q3 

09 

Q2 

09 

Q1 

09 

Q4 

08 

Q3 

08 

Q2 

08 

Q1 

08 

Q4 

07 

Q3 

07 

Q2 

07 

Q1 

07 

Q4 

06 

Q3 

06 

Q2 

06 

Q1 

06 

Q4 

05 

Q3 

05 

Q2 

05 

Q1 

05 

Q4 

04 

Q3 

04 

Q2 

04 

Q1 

04 

value (€m) 

0 

10 

20 

30 

40 

50 

60 

Q4 

09* 

Q3 

09 

Q2 

09 

Q1 

09 

Q4 

08 

Q3 

08 

Q2 

08 

Q1 

08 

Q4 

07 

Q3 

07 

Q2 

07 

Q1 

07 

Q4 

06 

Q3 

06 

Q2 

06 

Q1 

06 

Q4 

05 

Q3 

05 

Q2 

05 

Q1 

05 

Q4 

04 

Q3 

04 

Q2 

04 

Q1 

04 


moving 

average 

trend line 

mID-mArkeT DeALS

ITALY 

mID-mArkeT LeAgUe TABLeS 


ITALY 

(€10m To €250m) 

YTD 

31-Oct-2009 

Value: 

Volume: 

house Value 

(€m) 

Deal 

count 

1 Lazard 549 3 

2 mediobanca 512 6 

3 Banca ImI/Intesa Sanpaolo 481 8 




7 kpmg 248 4 



10= Bank of America merrill Lynch 206 1 

10= Barclays Capital 206 1 

1 Banca ImI/Intesa Sanpaolo 481 8 

2 mediobanca 512 6 




6 kpmg 248 4 



9 Bnp paribas 169 3 



The Financial adviser league tables by value and volume have been run from 01 January 


sectors and are based on the geography of either the target, bidder or seller being Italy 

TOP 10 MID-MARkET LEgAL ADVISERS – 

ITALY 

(€10m To €250m) 

YTD 

31-Oct-2009 

Value: 

Volume: 

house Value 

(€m) 

Deal 

count 

1 Chiomenti Studio Legale 891 12 





6 d'Urso gatti e Associati Studio Legale 355 4 

7 gianni, origoni, grippo & partners 318 3 

8 pavia e Ansaldo 235 2 


10 Studio Segre 220 1 

1 Chiomenti Studio Legale 891 12 

2 Bonelli erede pappalardo 165 8 



5 d'Urso gatti e Associati Studio Legale 355 4 




9 gianni, origoni, grippo & partners 318 3 



The Legal adviser league tables by value and volume have been run from 01 January 


sectors and are based on the geography of either the target, bidder or seller being Italy 


147

BENELUX 

A mErgErmArkEt m&A rEport oN 

BENELUX 

LyondellBasell planning spin-off or sale? 

• reliance Industries, the India listed petrochemicals 

company, is said to be interested in an acquisition of 

LyondellBasell, the Netherlands-based privately-owned 

multinational chemical company, which would offer 

the company a foothold into new geographies like the 

Netherlands and the US. talks would be in an advanced 

stage and the question rises whether lender bankers 

would be interested as well, such as Citigroup, Bank 

of America-merrill Lynch and royal Bank of Scotland. 

It was mentioned that not many companies can bid for 

such distressed assets that are available at a good value. 

LyondellBasell could be available cheap if some pressure 

is exercised in terns of pricing. 

• reliance is said to be interested in LyondellBasell’s US 

and European assets, but much depends upon what is 

up for sale. there is a huge demand for petrochemicals 

in India, with the country importing the same. reliance 

Industries, the petrochemical major, manufactures 

around 1.8 million tons of propylene annually in 

Jamnagar. LyondellBasell’s US operations filed for 

Chapter 11 bankruptcy in January 2009. the company was 

formed in December 2007 with the acquisition of Lyondell 

Chemical Company based in Houston, texas by Basell 

polyolefins for $12.7bn. Lyondell was then delisted from 

the New York Stock Exchange. 

The Benelux pharmaceutical sector on the move. 

• tigenix, the listed Belgian pharma company, is 

focusing on “value creation” as it eyes the growth of 

regenerative medicine companies with keen interest. the 

orthobiologics/orthodevice industry is getting saturated 

as to what is available to buy so the company would 

be interested in other potential related companies for 

acquisitions, in particular joint prosthesis companies 

would be interested in tigenix. Selling the company at 

this stage would on the other hand be a shame as there 

is still much share value to create. pfizer recently opened 

a regenerative medicine centre in the Uk, Johnson 

& Johnson is active in the US and roche, Novartis 

and Sanofi-Aventis are also actively looking into new 

regenerative medicine opportunities. the leader of the 

regenerative medicine field in terms of sales is in skin 

regeneration is US-based organogenesis. As the first 

company to obtain centralised European approval for its 

ChondroCelect therapy, tigenix’s next step is now to build 

critical mass by having a leadership position through the 

forging of partnerships, commercialising the product and 

applying the technology to other areas such as joints and 

tissue. the company is speaking to the US FDA by the end 

of the year to agree on the filing for approval. the launch 

is likely to occur initially in germany, the Netherlands, the 

Uk, Belgium and Luxembourg, as the regulatory systems 

in these countries will be faster. tigenix has an advantage 

over other players as it is the first biotech to obtain 

approval under the new European regulation (Advanced 

therapy medicinal product regulation) while existing 

players will have to obtain such approval by 2012. 

• Am-pharma, the privately owned Dutch pharma, would be 

actively seeking partners for its Acute kidney Injury and 

Ulcerative Colitis projects. Simultaneously, it is looking 

to raise €10-15m to continue the development of Alkaline 

phosphatase for the treatment of Acute kidney Injury 

(AkI). options could include investments from venture 

capital, private equity or an option deal from a partner for 

a structured acquisition. the Ulcerative Colitis deal will 

have a plain vanilla structure, where the partner funds 

further development and takes the product to the market 

in exchange for an upfront payment, milestones and 

royalties. As it is a specialty drug, it is logical to tie up with 

specialty pharma. 

• Solvay, the listed Belgian chemicals firm, could target 

Umicore and Archem with the estimated EUr 3bn 

remaining from the sale of its pharmaceuticals division to 

US-listed Abbot Laboratories for €4.5bn. Also HC Stark, 

rockwood DSm and Clariant could be targeted even if 

more or less complementary with Solvay. Solvay would 

unlikely put the remaining money towards dividends 

to shareholders and mentioned that it would invest in 

“high value-added activities” and “strategic projects in 

chemicals and plastics, by continuing the geographic 

expansion into regions with growth potential, and by 

pursuing the development of activities”. 

Corelio open to other publishing partner 

• Corelio, the Belgian publisher, is bidding jointly for 

NrC with an unnamed Dutch player. Corelio seeks to 

combine its industry expertise with the financial reach of 

its bid partner, which does not have a strong newspaper 

presence. Veronica Holding, the privately-held Dutch 

media group, could be among those approached. Veronica 

as of yet would be lacking Corelio’s strong newspaper 

presence but has the means to provide financing for 

a bid. Veronica has also been building a newsprint 


148

BENELUX 

BENELUX 

presence through its recently-acquired stake in the 

Hague weekly paper Den Haag Centraal and also prefers 

to pursue investments jointly with partners. three to five 

suitors remain in the running for NrC overall, including 

Amsterdam-listed private equity house HAL. Dutch pE 

house Egeria would also be among the family-linked 

players involved in the process. telegraaf media groep 

(tmg), the listed Dutch sector player, has withdrawn 

from the bidding process. Having recently announced 

the discontinuation of the Sunday edition of its flagship 

daily telegraaf, tmg is unlikely to prioritise m&A over 

operational matters. NrC’s earning model remains strong 

and could be expected to be sold for €70m-€80m. the 

bidding process has entered the stage in which suitors 

are performing due diligence and making management 

presentations and parties are in the process of raising 

financing for a bid. 

The Dutch Shipping industry: growth fever 

• Vroon, the privately-held Dutch shipping group, would 

consider acquisitions as a means to growth to gain market 

share in its existing segments. Buys would especially be 

considered in offshore oil and gas services and in tankers. 

m&A may serve as a means of geographic market entry 

as Vroon would be seeking to enter the middle East by 

establishing a presence in Dubai or another Arabian gulf 

state. Vroon is active in the surrounding areas of South 

East Asia and the mediterranean, with offices in Singapore 

and Italy. Vroon would have 2008 revenue of €449m with 

net profit of €83m, and operates and manages some 140 

vessels with an ordered financing for six new-build vessels 

in a €81m transaction. Vroon has m&A experience as it 

acquired in 2007 Nomis Shipping (now Vroon offshore 

Services), servicing the offshore oil and gas industry 

with 750 staff and Societa Armamento Lavori marittimi 

(SALm), an Italian offshore utility vessel operator. Vroon is 

owned by the Vroon family which intends to maintain its 

ownership structure. 

• W & r Shipping, the privately held Dutch shipping 

management company, could also consider a sale to an 

industry player as a means to growth. While W & r seeks 

to continue as a standalone entity, approaches by a larger 

industry player offering both capital and advantages of 

scale could accordingly be considered. 

W & r manages ships for owner-captains. While ownercaptains 

administer the ships on a day-to-day basis, 

W & r is responsible for general management and 

broader commercial strategy. W & r is owned by Stornel 

and co-founder Wim van Eck. Stornel. W & r has freight 

revenue of €3-5m and manages a fleet of three ships: 

Crownbreeze, thea marieke and monica. 

• Spliethoff, the privately held Dutch shipping group, 

considers as well acquisitions as a means to growth. Both 

distressed targets hit by the industry downturn and family 

companies facing succession issues would be considered 

even if m&A is not actively pursued. the acquisition of 

companies, as well as of assets such as vessels, would be 

considered. Spliethoff has freight revenue of €700m-800m 

and a fleet of some 100 ships. Spliethoff’s activities include 

shipbuilding, chartering, brokerage cargo shipping and 

liner services. the group is active worldwide. targets 

would have to be highly affordable and small enough for 

speedy absorption. Spliethoff’s shareholder of reference is 

the Spliethoff family. Last year, the Spliethoff family diluted 

its stake so as to give employees access to the group’s 

ownership but continues to play an active role. In 2003, 

Spliethoff acquired local sector player Wijnne Barends and 

in 2002 it acquired a majority stake in transfennica, the 

Finland-based provider of shipping services. 

Chocolate producer Galler wants to expand 

• galler, the Belgian chocolate group, would be open to 

acquiring add-on targets both in Belgium and beyond, 

such as France, Italy and Spain, even in the middle East. 

germany has more limited potential. CEo Jean galler 

mentioned also having appointed rothschild to look for 

potential partners to grow the group outside Belgium. 

the company is particularly keen to penetrate the French 

market further as France would hold massive potential. 

With the right partner, the group could expand to reach 

50-70 shops instead of the current two shops excluding 

the presence at the galleries Lafayettes throughout the 

country. the CEo did not rule out the possibility of a 

partner taking a stake in the group, but it would need to 

bring significant benefits compared to the shareholding. 

the group currently focuses on production, creation and 

development. production would always need to take place 

in Belgium, while development could take place further 

afield. galler has a €17m turnover and is owned by the 

Qatari royal family, which holds a 49% stake, the galler 

family, which has a 41% stake and management, which 

holds the remaining interest. 


149

BENELUX 

DEAL oF tHE moNtH 

Target: Sal. oppenheim jr & Cie SCA Announced: 28 october 2009 

Bidder: Deutsche Bank Ag Deal value: €1,000m 

Seller: Deal nature: Cross border, private 

• Deutsche Bank Ag, the listed germany based investment 

bank and financial services group, has agreed to acquire 

Sal. oppenheim jr & Cie SCA, the Luxembourg based 

private bank, for an equity consideration of in the range of 

€1bn to €1.3bn. 

• Sal. oppenheim’s shareholders have an option of a longterm 

shareholding of up to 20% in Sal. oppenheim jr. & 

Cie. kgaA, the german subsidiary of Sal. oppenheim. 

the acquisition will enable Deutsche Bank to strengthen 

its position among high-net-worth private customers, 

especially in germany. With this acquisition, Deutsche 

Bank will assume all the activities of Sal. oppenheim jr. 

& Cie. kgaA, BHF-BANk Ag and Sal. oppenheim private 

Equity partners S.A. (SopEp). Additionally, Deutsche Bank 

will also acquire BHF Asset Servicing gmbH (BAS), which 

is held by the shareholders of Sal. oppenheim jr. & Cie. 

SCA. Deutsche Bank plans to resell BAS and investment 

banking activities of Sal. oppenheim. 

Exit multiples - Y/E 31/12/2008 

Revenue 

EBITDA 

Multiples Value (€m) 

EBIT - (loss) 

Earnings 

• post acquisition, Sal. oppenheim will concentrate on 

its core asset and wealth management business. Sal. 

oppenheim generated annual loss of €130m for the year 

ended 31 December 2008 and has approximately €135bn in 

client assets under management with approximately 4,400 

employees. the acquisition is subject to approval from 

regulatory and anti-trust authorities which is expected to 

be closed by first quarter of 2010. 

Advisers 


Financial Sal. oppenheim jr. & Cie Financial Deutsche Bank 

Legal Shearman & Sterling Legal Freshfields Bruckhaus Deringer 

PR Hering Schuppener Consulting PR 


29-oct-09 Deutsche Bank confirms core tier 1 capital at over 8% and not under stress through acquisitions; no hurry to move on Deutsche postbank, 

CFo says 

28-oct-09 Deutsche Bank acquisitions could help pave route to rights issue - analysis 


150

BENELUX 

top DEALS 

ToP 15 BEnELux AnnounCED DEALS FoR YTD 31 oCToBER 2009 



1-day before 

23-Feb-09 C Nuon NV Energy, mining 

& Utilities 

12-Jan-09 C Essent NV Energy, mining 

& Utilities 

28-Sep-09 p Solvay 

pharmaceuticals SA 

22-Jan-09 C kBC group NV 

(Undisclosed 

economic interest) 

1-Sep-09 p Skype technologies 


12-may-09 p Leaseplan 

Corporation NV 

(50% stake) 

25-Sep-09 p Sara Lee (global 

body care and 

European 

detergents 

businesses) 

28-oct-09 p Sal oppenheim jr & 

Cie SCA 

23-Jan-09 C Cegedel SA (82.82% 

stake) 

pharma, 

medical & 

Biotech 

Financial 

Services 

Deal value 

(€m) 

Vattenfall AB 1.8 14.4 20.7 - 8,500 

rWE Ag 1.0 - 7,300 

Abbott Laboratories Solvay SA 1.7 7.3 - 4,500 

government of the 

Flemish region 

n/a n/a (loss) - 2,000 

tmt Andreessen Horowitz; 

Canada pension plan 

Investment Board; Index 

Ventures; and Silver Lake 

partners 

eBay Inc 5.7 - 1,424 

Financial 

Services 

Fleet Investments BV Volkswagen Ag 3.3 18.1 12.8 - 1,300 

Consumer Unilever plc Sara Lee 

Corporation 

Financial 

Services 


& Utilities 

24-Jun-09 C Eriks group NV Industrials & 

Chemicals 

18-Sep-09 p Super de Boer NV Consumer Jumbo Supermarkten BV guichard 

perrachon & 

Cie SA (Casino 

group) 

6-may-09 C oranje-Nassau 

Energie BV 

23-Jul-09 C AEg power 

Solutions BV 

20-may-09 L total raffinaderij 

Nederland NV (45% 

stake) 

23-Jan-09 C UCB S.A (product 

portfolio) 


& Utilities 

Industrials & 

Chemicals 


& Utilities 

pharma, 

medical & 

Biotech 

1.7 10.0 - 1,275 

Deutsche Bank Ag n/a n/a (loss) - 1,000 

Soteg SA Luxempart- 

Energie SA; 

and State of 

Luxembourg 

2.9 29.1 12.2% 848 

SHV Holdings NV 0.7 7.4 9.8 1.1% 762 

Dyas Uk Limited; oNH 

BV; and Sumitomo 

Corporation 

germany1 Acquisition 

Limited 

Valero Energy 

Corporation 

oranje-Nassau 

groep BV 

ripplewood 

Holdings LLC 

Dow Benelux BV; 

and Dow Europe 

gmbH 

0.4 12.4 19.3 38.1% 634 

1.6 9.3 - 609 

1.7 9.6 16.9 - 582 

- 526 

glaxoSmithkline plc UCB SA - 515 



151

BENELUX 

top DEALS 

ToP 3 BEnELux AnnounCED DEALS oF ThE MonTh (oCToBER 2009) 




(€m) 

28-oct-09 p Sal. oppenheim jr & Financial Deutsche Bank Ag n/a n/a (loss) - 1,000 

Cie SCA 

Services 

6-oct-09 p Fortis Luxembourg Financial Baloise Assurances Fortis Insurance n/a n/a - 23 

IArD SA 

Services Luxembourg SA NV 

5-oct-09 p NXp 

Consumer trident microsystems Inc NXp 

- 21 

Semiconductors 

Semiconductors 

Netherlands BV 

(Digital tV and Settop 

Box Businesses) 

Netherlands BV 


ToP 5 BELGIuM AnnounCED DEALS FoR YTD 31 oCToBER 2009 



28-Sep-09 p Solvay 

pharmaceuticals 

SA 

22-Jan-09 C kBC group NV 

(Undisclosed 

economic 

interest) 

23-Jan-09 C UCB S.A 

(product 

portfolio) 

2-Feb-09 p De post - La 

poste (24.90% 

stake) 

pharma, 

medical & 

Biotech 

Financial 

Services 

pharma, 

medical & 

Biotech 


Citigroup; Deutsche 

Bank; morgan 

Stanley; rothschild 

transport Advising seller: 

rothschild 

15-Jun-09 C Alpro NV Consumer Advising Seller: 

Bank Degroof; INg; 

kBC Securities; 

royal Bank of 

Scotland group 

Target/seller 

legal adviser 

Advising 

Seller: Cleary 

gottlieb Steen 

& Hamilton 

(Advising 

Citigroup); 

Freshfields 

Bruckhaus 

Deringer 

Eubelius; 

Linklaters 


plesner 


Herbert Smith/ 

gleiss Lutz/ 

Stibbe 


financial 

adviser 

Abbott 

Laboratories 

government 

of the Flemish 

region 

glaxoSmithkline 

plc 

CVC Capital 

partners Limited 

Dean Foods 

Company 

Barclays 

Capital 

Bidder legal 

adviser 

Baker & 

mckenzie; 

gibson Dunn 

& Crutcher 

(Advising 

Barclays Capital) 

petercam Herbert Smith/ 

gleiss Lutz/ 

Stibbe 

goldman 

Sachs 

rabobank; 

rothschild 

Allen & gledhill; 

Freshfields 

Bruckhaus 

Deringer; LCS 

& partners; 

NautaDutilh; 

Slaughter and 

may 

gorrissen 

Federspiel; 

Linklaters 

Eubelius; 

Skadden Arps 

Slate meagher & 

Flom 


value 

(€m) 

Solvay SA 4,500 

2,000 

UCB SA 515 

post Danmark 

A/S 

Vandemoortele 

NV 


373 

325 


152

BENELUX 

top DEALS 

ToP 5 nEThERLAnDS AnnounCED DEALS FoR YTD 31 oCToBER 2009 


adviser 

23-Feb-09 C Nuon NV Energy, mining 

& Utilities 

12-Jan-09 C Essent NV Energy, mining 

& Utilities 

12-may-09 p Leaseplan 

Corporation NV 

(50% stake) 

25-Sep-09 p Sara Lee 

(global body 

care and 

European 

detergents 

businesses) 

Financial 

Services 

24-Jun-09 C Eriks group NV Industrials & 

Chemicals 

Deloitte; goldman 

Sachs; INg; kpmg; 

Sequoia 

Citigroup; Deloitte; 

Deutsche Bank; 

Lazard 


Citigroup 

Consumer Advising Seller: 

goldman Sachs 

Target/seller 

legal adviser 

Allen & overy; 

Covington & 

Burling; Herbert 

Smith/gleiss 

Lutz/Stibbe; 

NautaDutilh; 

Sullivan & 

Cromwell 

(Advising 

goldman Sachs) 

De Brauw 

Blackstone 

Westbroek; 

Freshfields 

Bruckhaus 

Deringer; 

Simmons & 

Simmons 


Houthoff 

Buruma; Loyens 

& Loeff 


Freshfields 

Bruckhaus 

Deringer 

meespierson De Brauw 

Blackstone 

Westbroek 


financial 

adviser 

Vattenfall AB Bank of 

America 

merrill 

Lynch; 

NIBC 

Bank; 

rothschild; 

royal Bank 

of Scotland 

group 

Bidder legal 

adviser 

rWE Ag Jpmorgan Cravath Swaine 

& moore; 

Hengeler 

mueller; 

Linklaters; 

Norton rose 

Fleet 

Investments BV 

metzler 

Corporate 

Finance 

Unilever plc Jpmorgan Bonelli Erede 

pappalardo; 

Bredin prat; 

Slaughter and 

may 


value 

(€m) 

Linklaters 8,500 

CmS Volkswagen 

Ag 

Sara Lee 

Corporation 

7,300 

1,300 

1,275 

SHV Holdings NV INg; kpmg Allen & overy 762 



153

BENELUX 

EXpECtED DEALS 

PIPELInE oF BEnELux ExPECTED DEALS 


company 

Expected Deal Hansen 

transmissions 

International NV 

Industrials & 

Chemicals 

takeover target Lyondell Basell Industrials & 

Chemicals 


gamesa Corporacion 

tecnologica SA; 

United technologies 

Corporation; or 

Vestas Wind Systems 

A/S 

Financial 



seller (S) 


cap/ est. 

value 

(€m) 

Comments 

720 Suzlon Energy would be interested in wind 

energy majors - gamesa of Spain, and 

Denmark-based Vestas for a stake sale in 

its Uk-listed Belgian subsidiary, Hansen 

transmissions. the deal for Suzlon’s 

entire 61% stake in Hansen would likely be 

valued in excess of USD 1bn. 

reliance Industries - LyondellBasell could be partially acquired 

by interested Indian player reliance 

Industries. 


154

BENELUX 

LEAgUE tABLES 

ToP 15 FInAnCIAL ADVISERS 

VALUE 

YTD 

31-oct-2009 

house Value 

(€m) 

Deal 

count 



3 Jpmorgan 17,031 18 



6 Lazard 13,890 15 

7 INg 13,014 26 




11 NIBC Bank 9,134 4 


13 kpmg 5,608 29 

14 Deloitte 3,361 20 

15 Sequoia 2,722 2 


VoLUmE 


are based on the geography of either the target, bidder or seller being Benelux. 

ToP 15 LEGAL ADVISERS 

VALUE 

YTD 

31-oct-2009 

house Value 

(€m) 

Deal 

count 




4 Allen & overy 12,694 42 

5 NautaDutilh 11,473 19 


7 Covington & Burling 8,500 1 


9 Norton rose 7,410 7 

10 Simmons & Simmons 7,300 7 







YTD 

31-oct-2009 

house Value 

(€m) 

Deal 

count 

1 kpmg 5,608 29 

2 INg 13,014 26 



5 Jpmorgan 17,031 18 



8 Lazard 13,890 15 








VoLUmE 

YTD 

31-oct-2009 

house Value 

(€m) 


are based on the geography of either the target, bidder or seller being Benelux. 


Deal 

count 

1 Allen & overy 12,732 44 


3 Loyens & Loeff 3,124 27 


5 NautaDutilh 11,473 19 



8 Houthoff Buruma 2,624 18 

9 CmS 2,299 14 


11 DLA piper 1,292 13 



14 Eubelius 1,533 8 




155

BENELUX 

LEAgUE tABLES 

ACTIVITY TABLE oF PRIVATE EquITY FIRMS on BEnELux BuYouTS 

VALUE 

YTD 

31-oct-2009 

house Value 

(€m) 

Deal 

count 


1= Index Ventures 1,424 1 

1= Silver Lake partners 1,424 1 

4 CVC Capital partners 373 1 

5 Cyrte Investments 200 1 

6 Waterland private Equity Investments 86 2 

7 BS private Equity 54 1 

8 Afinum management 25 1 

9 gimv 24 3 

10 Limburgse reconversie maatschappij 17 2 


VoLUmE 

YTD 

31-oct-2009 


Benelux. the tables by value and volume have been run from 01 January 2009 to 31 october 2009 and exclude lapsed and withdrawn deals. 

ACTIVITY TABLE oF PRIVATE EquITY FIRMS on BEnELux ExITS 

VALUE 

YTD 

31-oct-2009 

house Value 

(€m) 

Deal 

count 

1 ripplewood Holdings 582 1 

2 Holtzbrinck Networxs 200 1 

3 Luxempart 187 1 

4 tpg Capital 160 1 

5 gimv 156 1 


house Value 

(€m) 

Deal 

count 

1 gimv 24 3 

2 Npm Capital - 3 

3 Waterland private Equity Investments 86 2 

4 Limburgse reconversie maatschappij 17 2 

5 H2 Equity partners 12 2 

6 Fortis private Equity Netherlands - 2 


7= Index Ventures 1,424 1 

7= Silver Lake partners 1,424 1 

10 CVC Capital partners 373 1 

VoLUmE 

YTD 

31-oct-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 october 2009 and exclude lapsed and withdrawn deals. 

Deal 

count 

1 Npm Capital - 2 

2 ripplewood Holdings 582 1 

3 Holtzbrinck Networxs 200 1 

4 Luxempart 187 1 

5 tpg Capital 160 1 



156

157 


BENELUX 

trEND grApHS 

BEnELux M&A quARTERLY TREnD 

VALUE VoLUmE 

0 

20,000 

40,000 

60,000 

80,000 

100,000 

120,000 

Q4 

09* 

Q3 

09 

Q2 

09 

Q1 

09 

Q4 

08 

Q3 

08 

Q2 

08 

Q1 

08 

Q4 

07 

Q3 

07 

Q2 

07 

Q1 

07 

Q4 

06 

Q3 

06 

Q2 

06 

Q1 

06 

Q4 

05 

Q3 

05 

Q2 

05 

Q1 

05 

Q4 

04 

Q3 

04 

Q2 

04 

Q1 

04 

value (€m) 

0 

30 

60 

90 

120 

150 

180 

Q4 

09* 

Q3 

09 

Q2 

09 

Q1 

09 

Q4 

08 

Q3 

08 

Q2 

08 

Q1 

08 

Q4 

07 

Q3 

07 

Q2 

07 

Q1 

07 

Q4 

06 

Q3 

06 

Q2 

06 

Q1 

06 

Q4 

05 

Q3 

05 

Q2 

05 

Q1 

05 

Q4 

04 

Q3 

04 

Q2 

04 

Q1 

04 


BEnELux M&A quARTERLY PRIVATE EquITY TREnD 

VALUE VoLUmE 

0 

2,000 

4,000 

6,000 

8,000 

10,000 

12,000 

14,000 

16,000 

18,000 

Q4 

09* 

Q3 

09 

Q2 

09 

Q1 

09 

Q4 

08 

Q3 

08 

Q2 

08 

Q1 

08 

Q4 

07 

Q3 

07 

Q2 

07 

Q1 

07 

Q4 

06 

Q3 

06 

Q2 

06 

Q1 

06 

Q4 

05 

Q3 

05 

Q2 

05 

Q1 

05 

Q4 

04 

Q3 

04 

Q2 

04 

Q1 

04 

value €m 

Benelux buyouts 

Benelux exits 

0 

10 

20 

30 

40 

50 

Q4 

09* 

Q3 

09 

Q2 

09 

Q1 

09 

Q4 

08 

Q3 

08 

Q2 

08 

Q1 

08 

Q4 

07 

Q3 

07 

Q2 

07 

Q1 

07 

Q4 

06 

Q3 

06 

Q2 

06 

Q1 

06 

Q4 

05 

Q3 

05 

Q2 

05 

Q1 

05 

Q4 

04 

Q3 

04 

Q2 

04 

Q1 

04 



Benelux exits 

moving 

average 

trend line

BENELUX 

trEND grApHS 

BEnELux M&A AnnuAL TREnDS 

VALUE VoLUmE 

value (€bn) 

200 

150 

100 

50 

0 

2004 

2005 

2006 

2007 

2008 

YTD 2009* 

All Benelux M&A 


Benelux exits 

BEnELux M&A SECToR BREAkDown YTD 2009 

VALUE VoLUmE 

14.7% 

52.2% 

0.1% 

1.4% 

0.1% 

0.4% 

3.1% 

7.1% 

2.4% 

5.4% 

13.1% 


Consumer 


TMT 





Construction 

Leisure 

Real Estate 


6.9% 

7.3% 

600 

500 

400 

300 

200 

100 

0 

5.7% 

10% 

4.6% 

2004 

1.1% 

1.9% 

3.1% 

10.3% 

2005 

12.6% 

2006 

21.8% 

14.6% 

2007 

2008 

YTD 2009* 

All Benelux M&A 


Benelux exits 


Consumer 


TMT 





Construction 

Leisure 

Real Estate 

Agriculture 


158

BENELUX 

mID-mArkEt DEALS 

ToP 10 BEnELux AnnounCED MID-MARkET BuYouT DEALS FoR YTD 31 oCToBER 2009 

(€10m to €250m) 



24-Apr-09 C Bol.Com BV Consumer Advising Seller: 

goetzpartners 

27-mar-09 C mitiska NV 

(48.98% stake) 

3-Feb-09 C tiscali 

International 

Network BV 

24-Feb-09 C Enfinity 

management 

(50% stake) 

17-Jul-09 C Bearingpoint 

Europe Holdings 

BV 

5-mar-09 C BiomCN (majority 

Stake) 

15-Jan-09 C Wallenborn 

transports SA 

(majority stake) 

10-Feb-09 C ActogeniX NV 

(Undisclosed 

Stake) 

19-Jan-09 C Cardio3 

BioSciences SA 

(Undisclosed 

stake) 

25-Jun-09 C Lunch garden 

VoF/SNC (51% 

stake) 

Financial 

Services 

tmt Advising Seller: 

Lazard 


& Utilities 

Business 

Services 

Industrials & 

Chemicals 


adviser 



CmS 


financial 

adviser 

Cyrte 

Investments 

BV 

INg Allen & overy Boston 

Holdings NV 

Advising 

Seller: Baker 

& mckenzie; 

Chiomenti Studio 

Legale 

BS private 

Equity SpA 

INg Allen & overy Waterland 

private Equity 

Investments 

BV 



Weil gotshal & 

manges 

BE partners 

BV 

Deloitte CmS Waterland 


Investments 

BV 

transport Afinum 

management 

gmbH; and 

Ludwig 

Bertsch 

(private 

Investor) 

pharma, 

medical & 

Biotech 

pharma, 

medical & 

Biotech 

Eubelius Aescap 

Venture; 

Baekeland 

Fund II; 

BioVest C.V.A; 

gimv NV; LSp; 

Ventech; and 

VIB 

petercam Eubelius grifols 

S.A.; Hunza 

Ventures; 

Life Science 

research 

partners; and 

Wilhelm & Co 

Leisure H2 Equity 

partners BV 

goldman 

Sachs; 

kpmg 

kBC 

Securities; 

petercam 

Ernst & 

Young 

Bidder legal 

adviser 

Hengeler 

mueller; Loyens 

& Loeff 

Loyens & Loeff; 

russo De rosa 

Bolletta e 

Associati 

kinstellar; 

Linklaters 

Dechert; 

Freshfields 

Bruckhaus 

Deringer 

De Brauw 

Blackstone 

Westbroek; 

Hengeler 

mueller 


value 

(€m) 

Holtzbrinck 

Networks 

gmbH; and 

Verlagsgruppe 

Weltbild gmbH 

200 

57 

tiscali SpA 54 

Bearingpoint 

Inc 


50 

49 

36 

25 

14 

14 

12 


159

160 


BENELUX 

BEnELux M&A quARTERLY MID-MARkET TREnD 

VALUE VoLUmE 

0 

500 

1,000 

1,500 

2,000 

2,500 

3,000 

3,500 

4,000 

Q4 

09* 

Q3 

09 

Q2 

09 

Q1 

09 

Q4 

08 

Q3 

08 

Q2 

08 

Q1 

08 

Q4 

07 

Q3 

07 

Q2 

07 

Q1 

07 

Q4 

06 

Q3 

06 

Q2 

06 

Q1 

06 

Q4 

05 

Q3 

05 

Q2 

05 

Q1 

05 

Q4 

04 

Q3 

04 

Q2 

04 

Q1 

04 

value (€m) 

0 

10 

20 

30 

40 

50 

Q4 

09* 

Q3 

09 

Q2 

09 

Q1 

09 

Q4 

08 

Q3 

08 

Q2 

08 

Q1 

08 

Q4 

07 

Q3 

07 

Q2 

07 

Q1 

07 

Q4 

06 

Q3 

06 

Q2 

06 

Q1 

06 

Q4 

05 

Q3 

05 

Q2 

05 

Q1 

05 

Q4 

04 

Q3 

04 

Q2 

04 

Q1 

04 


moving 

average 

trend line 

mID-mArkEt DEALS

BENELUX 

mID-mArkEt LEAgUE tABLES 

ToP 10 MID-MARkET FInAnCIAL ADVISERS – 

BEnELux 

(€10m to €250m) 

YTD 

31-oct-2009 

Value: 

Volume: 

house Value 

(€m) 

Deal 

count 




4 INg 636 9 



7 Bank Degroof 496 3 



10 kpmg 433 5 


2 INg 636 9 





7 kpmg 433 5 



10 royal Bank of Scotland group 260 4 




sectors and are based on the geography of either the target, bidder or seller being Benelux. 

ToP 10 MID-MARkET LEGAL ADVISERS – 

BEnELux 

(€10m to €250m) 

YTD 

31-oct-2009 

Value: 

Volume: 

house Value 

(€m) 

Deal 

count 





5 Houthoff Buruma 434 4 

6 CmS 411 3 


8 Loyens & Loeff 352 3 


10 De Brauw Blackstone Westbroek 302 4 




4 Houthoff Buruma 434 4 

5 De Brauw Blackstone Westbroek 302 4 


7 Eubelius 208 4 


9 CmS 411 3 

10 Loyens & Loeff 352 3 




sectors and are based on the geography of either the target, bidder or seller being Benelux. 


161

IBERIA 

A mERgERmARkEt m&A REpoRt on 

IBERIA 

EC to banish Spanish bidders’ fiscal advantage 

• on the 28 october 2009, the European Commission 

requested that the Spanish authorities abolish the 

corporate tax provision which allows Spanish companies 

to amortise goodwill/premium paid in an acquisition of 

non-Spanish entities, as it was deemed to be distorting 

competition across Europe. 

• the provision states that the goodwill which is being paid 

by a Spanish bidder in an outbound m&A transaction is 

tax deductible. this is achieved by amortising the goodwill 

during the 20 years following the acquisition. As the 

amortisation charges applied to the company’s gross 

profit, this lowered the taxable earnings. Hence, Spanish 

bidders have the tax advantage that other jurisdictions 

within the EU would not allow, qualifying it as a form of 

state aid. 

• more importantly, however, the EC went further and 

demanded the repayment of this form of state aid on all 

transactions that have occurred since the 21 December 

2007, which was when the EC started to investigate the 

matter. the Spanish authority has been operating this 

provision since 2002. 

• the latter declaration strikes a big blow to Banco 

Santander, among others, who have been shopping 

around the world in recent years. An example can be 

seen in its acquisition of the Uk’s Alliance & Leicester in 

July 2008. the offer price of 317 pence (€3.98) per share 

provided a 44.58% premium over Alliance & Leicester’s 

closing share price of 219 pence (€2.75) one day before 

the offer. this offer translates at a total consideration 

of €1.67bn, of which €744.49m would be deemed the 

goodwill payment. taking a 20 year amortisation period, 

that would roughly equal €37.22m worth of tax-deductible 

income a year, and more importantly €13.03m of tax 

breaks every year (Spanish standard corporate tax rate is 

35%). 

• one might argue that the repayment ruling is halfhearted, 

as the likes of o2/telefonica, BAA/Ferrovial, and 

Scottish power/Iberdrola deals would stay unscathed 

since they were completed long before the 21 December 

2007 cut-off date. these three deals are worth more than 

€20bn each. the BAA/Ferrovial deal alone, where the 

goodwill offer was just over 40%, the tax break it received 

would significantly dwarf the Alliance & Leicester/Banco 

Santander’s €13.03m. 

• Looking to the future, the question still to be answered 

is this: will this change the Spanish corporate attitude 

towards the acquisition of foreign assets? the most 

certain scenario is that we will not see large premiums 

being paid by Spanish acquirers, as the incentive to pay 

such large sums will soon cease to exist. How damaging 

the state-aid repayment ruling will be to the likes of 

Banco Santander, however, remains to be seen. 


162

IBERIA 

DEAL oF tHE montH 

Target: grupo Agbar (9.99% stake) Announced: 22 october 2009 

Bidder: Suez Environnement SA; and Criteria CaixaCorp SA Deal value: €299m 

Seller: Deal nature: Cross border, Domestic, public 

DESCRIPTION 

• Hisusa, a bidco controlled by Suez Environnement (SE) 

at 51% and Criteria CaixaCorp at 49%, has announced an 

offer to acquire the entire outstanding shares of grupo 

Agbar, the listed Spainish provider of drinking water and 

sewage services. 

STRUCTURE 

• the transaction will be conducted via a voluntary tender 

offer under Spanish law. 

TERMS 

• Agbar shareholders will receive €20 in cash per each 

share held. 

• the offer values the entire share capital of Agbar at 

€2,992.84m 

• It represents a premium of 9.7% to Agbar’s closing price 

of €18.23 on 21 october 2009, the last trading price prior 

to the formal announcement. 


BACKGROUND 

• on 10 April 2007 Hisusa launched a public tender offer 

to the shareholders of Agbar. this deal completed on 16 

January 2008 with 33.55% tendered. 

• Currently Hisusa Holds 66.41% of Agbar, while SE holds 

12.02% directly and Criteria CaixaCorp holds 11.54% 

directly. 

POST-DEAL DETAILS 

• once the bid closes and Agbar is de-listed, Criteria 

CaixaCorp, subject to the approval of Agbar’s 

management board, will acquire Agbar’s 54.79% in 

Compania de Seguros Adeslas (Adeslas) for €687m. 

• Criteria CaixaCorp and SE will then reorder their stakes in 

Agbar through Hisusa. to achieve this Criteria CaixaCorp 

will sell to SE all the shares of Agbar it holds directly 

(11.54%) at €20 per share and all the shares held through 

Hisusa that SE may need to reach a 75.01%, depending on 

the acceptance of the take-private bid. 

• Criteria CaixaCorp will maintain a 15% - 25% stake in 

Agbar. 

Multiples Value (€m) Offer price per share (€) 20 

Revenue multiples Value (€m) 1 day before 9.7% 

EBITDA 1.7x 2,950 1 month before 1.6% 

EBIT 7.9x 617 1 day after 

Earnings 11.2x 436 Pre-rumour - 

12.7x 235 

Advisers 


Financial Jpmorgan Financial Rothschild 


Legal Legal Freshfields Bruckhaus Deringer 

PR Financial - 


163

IBERIA 

DEAL oF tHE montH 


22-oct-09 Agbar has yet to appoint investment bank, Criteria works with AZ Capital 



CnmV filing 

Last day for bank guarantee Securing financing, max 2 trading days after CnmV filing 

CnmV approval 15 calendar days indicative deadline, no formal deadline, clock stops frequently if new data required, issued same/next 

trading day 


offer document issued max 5 trading days from CnmV approval publication (hostile offers), same trading day for friendly offers 

offer period commences Same trading day 

target’s response 10 trading days from opening of offer period 

Last day for competing offer 10 trading days from opening of offer period including Saturdays 

Last day for revised offer 20 trading days from opening of offer period including Saturdays 

Closing date min 1 month – max 2 months after filing of offer (set by offer document) 

SE operators notify CnmV of 

max 5 calendar days after closing of offer 

level of acceptances 

CnmV notifies result – 

next working day 

transaction date 

SE operator publishes result next working day to transaction date 

Settlement 3 working days after transaction date 


164

IBERIA 

top DEALS 

TOP 15 IBERIAN ANNOUNCED DEALS YTD OCTOBER 2009 




20-Feb-09 C Endesa SA (25.01% Energy, Enel SpA Acciona SA 2.7 8.5 18.6 76.0% 11,107 

stake) 

mining & 

Utilities 

31-Jul-09 p grupo Ferrovial SA Construction Cintra Concesiones 

de Infrastructuras de 

transporte, SA 

0.4 2.1 (loss) -21.5% 5,796 

20-Feb-09 p Endesa SA 

Energy, Acciona SA Endesa SA - 2,890 

(renewable energy mining & 

generation assets) Utilities 

31-mar-09 C Compania Espanola Energy, International petroleum Banco 

0.5 14.3 32.1 4.8% 2,870 

de petroleos SA mining & Investment Company Santander, SA 

(32.50% stake) Utilities 

30-Jan-09 C metrovacesa S.A. Real Estate Banco Bilbao Vizcaya 

7.1 (loss) (loss) 52% 2,601 

(65.43% stake) 

Argentaria SA; Banco 

de Sabadell, SA; Banco 

Espanol de Credito SA; 

Banco popular Espanol, 

SA; Banco Santander, 

SA; and Caja de Ahorros y 

monte de piedad de madrid 

29-Apr-09 C France telecom tmt France telecom SA Banco 

- 1,374 

Espana SA (18.20% 

Santander, 

stake) 

SA; Caja de 

Ahorros del 

mediterraneo; 

Credit Suisse 

group Ag; 

Deutsche Bank 

Ag; and Unicaja 

22-oct-09 p Compania de Financial Criteria CaixaCorp SA grupo Agbar n/a n/a 16.2 - 687 

Seguros Adeslas SA 

(54.79% stake) 

Services 

22-oct-09 p grupo Agbar Energy, Suez Environnement SA Criteria 

1.7 7.9 12.7 9.7% 647 

(21.62% stake) mining & 

Utilities 

CaixaCorp SA 

22-oct-09 p Compania de Financial Criteria CaixaCorp SA malakoff 

n/a n/a 14.1 - 491 


(45% stake) 

Services 

mederic SA 

26-Jun-09 C Cintra 

Construction Ahorro Corporacion Cintra 

2.7 9.6 - 451 

Aparcamientos SA 

Desarrollo SgECR SA; A Concesiones de 

(99.92% stake) 

Silva & Silva SgpS SA; Infrastructuras 

Banco Espirito Santo de de transporte, 

Investimento; Espirito 

Santo Capital SA; and 

Brisa- Auto Estradas de 

portugal SA 

SA 

31-mar-09 C Compania Espanola Energy, International petroleum Union Fenosa SA 0.5 14.3 32.1 4.8% 442 

de petroleos SA (5% mining & Investment Company 

stake) 

Utilities 

30-Apr-09 C Linea Directa Financial Bankinter, SA Royal Bank of n/a n/a 11.9 - 426 

Aseguradora SA Services 

Scotland group 

(50% stake) 

plc 

28-Sep-09 p grupo media Capital tmt ongoing Strategy 

1.7 9.5 - 6.5% 376 

SgpS (65% stake) 

Investments 

20-Jul-09 p gas natural SDg Energy, naturgas Energia groupo gas natural 

- 330 

SA (Electricity mining & SA 

SDg SA 

Supply Business to 

Domestic Clients); 

and gas natural 

SDg SA (gas 

Distribution Assets) 

Utilities 

23-Apr-09 C Union Fenosa SA Energy, gas natural SDg SA 1.9 5.9 5.3 -45.9% 320 

(4.78% stake) mining & 

Utilities 



165

IBERIA 

top DEALS 

TOP 5 IBERIAN ANNOUNCED DEALS OF ThE MONTh (OCTOBER 2009) 




22-oct-09 p Compania de Financial Criteria CaixaCorp SA grupo Agbar n/a n/a 16.2 - 687 


(54.79% stake) 

Services 

22-oct-09 p grupo Agbar Energy, mining Suez Environnement SA Criteria 

1.7 7.9 12.7 9.7% 647 

(21.62% stake) & Utilities 

CaixaCorp SA 

22-oct-09 p Compania de Financial Criteria CaixaCorp SA malakoff mederic n/a n/a 14 - 491 


(45% stake) 

Services 

SA 

22-oct-09 p grupo Agbar (9.99% Energy, mining Suez Environnement SA; 

1.7 7.9 12.7 9.7% 299 

stake) 

& Utilities and Criteria CaixaCorp 

SA 

2-oct-09 C Almeria; and Solon Energy, mining konstantin Strasser pI power 

- 88 

& Utilities (private investor) International Ltd 



166

IBERIA 

ExpECtED DEALS 

PIPELINE OF IBERIAN ExPECTED DEALS 


company 

Expected deal oni 


potential 

takeover 

targets 

Rumoured 

takeover 

targets 

YDreams 

(augmented realty 

business); and 

Ynvisible 

EID - Empresa 

de Investigacao e 

Desenvolvimento 

de Eletronica, 

S.A.; and Edisoft 

tmt Zon multimedia 

- Servicos de 

telecomunicacoes 

e multimedia 

SgpS S.A. 

Financial 



seller (S) 


cap/ est. 

value 

(€m) 

the Riverside 

Company; Win 

Reason SA; 

and gestmin 

SgpS SA 

Comments 

200 Zon, the listed portuguese cable telecoms 

operator, is in talks with new York-based 

private equity firm the Riverside Company to 

acquire a majority stake in portugal-based 

telecoms operator oni. 

tmt YDreams 103 YDreams, a privately held, portuguese 

emerging technology company, is going to 

spin off some of its businesses and is looking 

for investors. 

tmt Critical Software 

SA 


Empordef 29 Empordef, the portuguese state-owned 

defence company, is not selling its stakes in 

technological businesses EID and Edisoft. 


167

IBERIA 

LEAgUE tABLES 


VALUE 

YTD 

31-Oct-2009 

house Value 

(€m) 

Deal 

count 



3 Jpmorgan 19,161 10 

4 Lazard 18,105 10 










14 Commerzbank 2,913 2 



VoLUmE 


are based on the geography of either the target, bidder or seller being Iberia 


VALUE 

YTD 

31-Oct-2009 

house Value 

(€m) 

Deal 

count 






6 Bonelli Erede pappalardo 13,768 2 



9 Araoz & Rueda 5,837 4 


11 gomez-Acebo & pombo Abogados 3,610 11 

12 CmS 2,936 3 

13 Vialegis 2,601 1 

14 Jones Day 1,423 3 

15= gide Loyrette nouel 800 1 

15= norton Rose 800 1 


YTD 

31-Oct-2009 

house Value 

(€m) 

Deal 

count 

1 Banco Espirito Santo de Investimento 1,722 13 



4 Jpmorgan 19,161 10 

5 Lazard 18,105 10 











VoLUmE 

YTD 

31-Oct-2009 

house Value 

(€m) 



are based on the geography of either the target, bidder or seller being Iberia 

Deal 

count 




4 garrigues 744 16 



7 Deloitte & touche Legal 404 10 

8 kpmg Abogados 375 9 




12 Raposo Bernardo & Associados 222 5 

13 pricewaterhouseCoopers (pwC) legal 190 5 


15 Araoz & Rueda 5,837 4 



168

IBERIA 

LEAgUE tABLES 

ACTIVITY TABLE OF PRIVATE EqUITY FIRMS ON IBERIAN BUYOUTS 

VALUE 

YTD 

31-Oct-2009 

house Value 

(€m) 

Deal 

count 

1 Ahorro Corporacion Desarrollo 479 2 

2 Espirito Santo Capital 451 1 


4 Corporacion Financiera Alba 246 1 

5 talde group 100 3 

6= mercapital 100 1 

6= partners group Holding 100 1 

6= proA Capital de Inversiones 100 1 

9 Investindustrial 95 1 

10 tandem Capital 21 1 


VoLUmE 

YTD 

31-Oct-2009 

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 


ACTIVITY TABLE OF PRIVATE EqUITY FIRMS ON IBERIAN ExITS 

VALUE 

YTD 

31-Oct-2009 

house Value 

(€m) 

Deal 

count 

1 n+1 Capital privado 38 3 

2 Corporacion Sant Bernat 21 1 

3 pontia Capital 14 1 

4 mercapital 10 1 

5 Inflexion private Equity partners 6 1 


house Value 

(€m) 

Deal 

count 

1 talde group 100 3 

2 Ahorro Corporacion Desarrollo 479 2 


4 Espirito Santo Capital 451 1 

5 Corporacion Financiera Alba 246 1 

6= mercapital 100 1 

6= partners group Holding 100 1 

6= proA Capital de Inversiones 100 1 

9 Investindustrial 95 1 

10 tandem Capital 21 1 

VoLUmE 

YTD 

31-Oct-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 


Deal 

count 

1 n+1 Capital privado 38 3 

2 Corporacion Sant Bernat 21 1 

3 pontia Capital 14 1 

4 mercapital 10 1 

5 Inflexion private Equity partners 6 1 



169

IBERIA 

tREnD gRApHS 

IBERIAN M&A qUARTERLY TREND 

VALUE VoLUmE 

value (€m) 

80,000 

70,000 

60,000 

50,000 

40,000 

30,000 

20,000 

10,000 

0 


04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09* 

IBERIAN M&A qUARTERLY PRIVATE EqUITY TREND 

VALUE VoLUmE 

value (€m) 

6,000 

5,000 

4,000 

3,000 

2,000 

1,000 

0 


04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09* 

Iberian buyouts 

Iberian exits 



150 

120 

90 

60 

30 

0 

25 

20 

15 

10 

5 

0 

Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 

04 04 04 04 05 05 05 05 06 06 

Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 

06 06 07 07 07 07 08 08 08 08 09 09 09 

moving 

average 

trend line 


Q4 

09* 


04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09* 


Iberian exits 

170

IBERIA 

tREnD gRApHS 

IBERIAN M&A ANNUAL TRENDS 

VALUE VoLUmE 

value (€bn) 

150 

120 

90 

60 

30 

0 

2004 

2005 

IBERIAN M&A SECTOR BREAKDOwN YTD 2009 

2006 

2007 

2008 

YTD 2009* 

All Iberian M&A 


Iberian exits 

VALUE VoLUmE 

18.6% 

6.4% 

0.4% 

0.6% 

6.2% 

0.3% 

0.1% 1.4% 

0.6% 

8.4% 

57% 

Consumer 





TMT 

Construction 

Leisure 


Real Estate 



8.3% 

6.4% 

8.3% 

500 

400 

300 

200 

100 

0 

2004 

2.8% 

3.7% 

4.6% 

8.3% 

1.8% 

9.6% 

2005 

2006 

17.4% 

13.8% 

2007 

15.1% 

2008 

YTD 2009* 

All Iberian M&A 


Iberian exits 

Consumer 





TMT 

Construction 

Leisure 


Real Estate 


Agriculture 


171

IBERIA 

mID-mARkEt DEALS 

IBERIAN MID-MARKET BUYOUT ACTIVITY YTD 31 OCTOBER 2009 

(€10m to €250m) 

Announced Status Target 

company 

2-Jul-09 C Indra Sistemas 


9-Jul-09 C palacios 

Alimentacion 

SA 

1-Jun-09 C grupo Iberica 

de Diagnostico 

y Cirugia (75% 

stake) 

10-Sep-09 p portAventura 

(50% stake) 

13-may-09 C 5.25mWp solar 

photovoltaic 

plant 

5-Feb-09 C Aseguramiento 

tecnico de 

Calidad SA 

7-Aug-09 C ovelar 

merchandising 

SL (majority 

stake) 

25-Jun-09 C FASE Estudos 

e projectos SA 

3-Apr-09 C BuyVip (60% 

stake) 

8-oct-09 C Ydilo Advanced 

Voice Solutions 


Sector Target/seller financial 

adviser 

tmt Advising Seller: UBS 

Investment Bank 

Consumer HSBC Bank. Advising Seller: 

Bank of America merrill 

Lynch 

pharma, 

medical & 

Biotech 

Leisure Deloitte. Advising Seller: AZ 

Capital 

Energy, 

mining & 

Utilities 

Industrials & 

Chemicals 

Industrials & 

Chemicals 



Target/ 

seller legal 

adviser 

Advising 

Seller: 

Freshfields 

Bruckhaus 

Deringer 

Advising 

Seller: Uria 

menendez 

Advising 

Seller: 

Cuatrecasas, 

goncalves 

pereira 

Advising 

Seller: 

Linklaters; 

Ramon & 

Cajal; Uria 

menendez 

Bidder 

company 

Corporacion 

Financiera 

Alba SA 

partners 

group 

Holding; proA 

Capital de 

Inversiones 

SgECR SA; 

and talde 

group 

Bidder financial 

adviser 

Bidder legal adviser Seller 

company 

Cuatrecasas, goncalves 

pereira; DLA piper; 

Latham & Watkins 

Union 

Fenosa SA 

palacios 

Family 

mercapital SL pricewaterhouseCoopers DLA piper group 3A 

Recoletas SL 

Investindustrial 

SpA 

Lazard Criteria 

CaixaCorp 

SA 

HgCapital 360 Corporate Deloitte & touche Legal; 

Uria menendez 

Ahorro 

Corporacion 

Desarrollo 

SgECR SA 

tandem 

Capital 

Construction gED Iberian 


tmt gomez- 

Acebo & 

pombo 

Abogados 

3i group plc; 

Bertelsmann 

Digital media 

Investments; 

kennet 

Venture 

partners Ltd; 

and molins 

Capital 

Inversion 

SCR SA 

tmt Espiga Capital 

Inversion 

SCR SA 

Clifford Chance 

(Advising Caixa Banco 

de Investimento;Caja 

de Ahorros del 

mediterraneo); 

garrigues; kpmg 

Abogados 

Invercartera 

Energía 

S.L.; and 

montebalito, 

SA 

Dinamia 

Capital 

privado SCR 

SA 

Deloitte Corporacion 

Sant Bernat 

SCR SA 

Araoz & Rueda; 

Cuatrecasas, 

goncalves pereira; 


legal; SALAnS 

Deal 

value 

(€m) 

246 

100 

100 

Linklaters Corporacion 

IBV; Dinamia 

Capital 

privado SCR 

SA; and 

mercapital 

SL 

10 


95 

35 

28 

21 

17 

15 


172

173 


IBERIA 

IBERIAN M&A qUARTERLY MID-MARKET TREND 

VALUE VoLUmE 

0 

500 

1,000 

1,500 

2,000 

2,500 

3,000 

3,500 

Q4 

09* 

Q3 

09 

Q2 

09 

Q1 

09 

Q4 

08 

Q3 

08 

Q2 

08 

Q1 

08 

Q4 

07 

Q3 

07 

Q2 

07 

Q1 

07 

Q4 

06 

Q3 

06 

Q2 

06 

Q1 

06 

Q4 

05 

Q3 

05 

Q2 

05 

Q1 

05 

Q4 

04 

Q3 

04 

Q2 

04 

Q1 

04 

value (€m) 

0 

10 

20 

30 

40 

50 

60 

Q4 

09* 

Q3 

09 

Q2 

09 

Q1 

09 

Q4 

08 

Q3 

08 

Q2 

08 

Q1 

08 

Q4 

07 

Q3 

07 

Q2 

07 

Q1 

07 

Q4 

06 

Q3 

06 

Q2 

06 

Q1 

06 

Q4 

05 

Q3 

05 

Q2 

05 

Q1 

05 

Q4 

04 

Q3 

04 

Q2 

04 

Q1 

04 


moving 

average 

trend line 

mID-mARkEt DEALS

IBERIA 

mID-mARkEt LEAgUE tABLES 


IBERIAN 

(€10m to €250m) 

YTD 

31-Oct-2009 

Value: 

Volume: 

house Value 

(€m) 

Deal 

count 


2 CALYon 403 3 







9= Eurohypo 260 2 

9= Royal Bank of Scotland group 260 2 




4 CALYon 403 3 




8 Banco Espirito Santo de Investimento 155 3 






sectors and are based on the geography of either the target, bidder or seller being Iberia 


IBERIAN 

(€10m to €250m) 

YTD 

31-Oct-2009 

Value: 

house Value 

(€m) 

Deal 

count 



3 Cuatrecasas, goncalves pereira 670 11 

4 Uria menendez 399 7 


6 gomez-Acebo & pombo Abogados 283 4 


8= mattos Filho, Veiga Filho, marrey Jr. e 


224 1 

8= tozzini Freire teixeira E Silva Advogados 224 1 

10 

Volume: 

Raposo Bernardo & Associados 213 3 

1 Cuatrecasas, goncalves pereira 670 11 



4 Uria menendez 399 7 

5 Deloitte & touche Legal 143 6 


7 garrigues 165 5 

8 gomez-Acebo & pombo Abogados 283 4 


10 Raposo Bernardo & Associados 213 3 




sectors and are based on the geography of either the target, bidder or seller being Iberia 


174

NORDIC 

A meRgeRmARket m&A RepORt ON 

NORDIC 

Moberg Derma to bolster dermatology portfolio 

through acquisitions before 2010 listing 

• moberg Derma, the Swedish pharmaceutical company, 

aims to list on the Stockholm OmX in autumn 2010 and 

in the meantime, it is scanning the Nordic markets for 

potential dermatology acquisitions to bolster its portfolio, 

according to CeO peter Wolpert. 

• the company develops and commercialises patented 

medical products for the treatment of skin disorders 

using its proprietary kaprolac platform, which can be 

used to develop dermatological self-care products. the 

shareholders back the listing, of which the main owners 

are Ostersjostiftelsen (the Baltic Sea Foundation), private 

investors, and management. 

• the company, which has raised Sek104m (€10m) to date, 

hopes to raise a further Sek150m with the listing. moberg 

has no single blockbuster product, but five in the pipeline 

which spreads the risk for investors. there are relatively 

few types of companies like moberg on the Stockholm 

exchange and it is seen as a viable IpO candidate on 

the condition that it acquires one or several smaller 

companies to increase turnover before a listing. With a 

rolling sale, it would distinguish itself from other listed 

R&D companies. 

• the company is actively scanning the Nordic market for 

buys within the dermatology and over-the-counter space. 

Financing would depend on the target, but could include 

cash and/or equity. Its most recent acquisition took place 

last year when it acquired two projects in a preclinical 

phase from Swedish Zelmic, broadening its portfolio. 

• management is in talks with advisors on the IpO 

and discourages further calls. However, it is open to 

advisory pitches on m&A opportunities. A trade sale is 

an alternative possibility to an IpO, but the company 

prefers to build value before seriously considering a sale. 

moberg raised Sek35m in a rights issue earlier this year. 

If necessary, another private placement could take place 

before the IpO. 

Deutsche Boerse abandons interest in 

Swedish Neonet 

• Deutsche Boerse has abandoned its interest in acquiring 

listed Sweden-based agency broker and financial 

technology provider Neonet. 

• the exchange approached Neonet last year, but refused 

to buy as the Swedish firm’s asking price of Sek25-28 a 

share was greater than Deutsche Boerse were willing to 

pay. this valued Neonet at Sek1.8bn (€170m). 

• Neonet’s latest figures show a downturn in performance 

and a loss of Sek17.8m after tax for the nine-month 

period of the year. this compares to a Sek28.5m profit 12 

months ago and equates to a Sek5.4m loss for the third 

quarter. In Q3 2008 it posted a Sek7.8m profit. 

• Deutsche Boerse has reportedly shifted focus to its own 

operating systems as opposed to any m&A activity. 

Tandberg: Extending the offer period is seen as 

a realistic alternative for Cisco, if it fails to reach 

90% acceptance by the 9 November 

• An offer period extension has been flagged as the most 

realistic scenario for Cisco should it fail to gain 90% 

of acceptances from tandberg’s shareholders on 9 

November. 

• Shares in tandberg had been trading at a negative 

spread until reports last Friday suggested that the US 

giant could walk from its intended acquisition if it did not 

receive the required acceptance level by the first deadline 

on 9 November. tandberg’s shares were temporarily 

suspended on the Oslo stock exchange following the 

news. It was always believed that Cisco was likely to lower 

the acceptance threshold for the bid, or walk away, rather 

than increasing its NOk153.5 per share offer for tandberg 

which values the company at approximately €2bn. 

• A source acting for US and Uk shareholders believes 

Cisco had been trying to scare shareholders waiting for 

an increased offer, but did not think Cisco would actually 

walk away. “It would send a terrible signal for their first 

acquisition outside the US,” the source argued. Cisco 

may have tried to remind stakeholders that tandberg’s 

shares plummeted as low as NOk60 this time last year 

when Silver Lake dropped the deal. Analysts believe Cisco 

is unlikely to drop the offer as it has publicly stated its 

focus on its video strategy and tandberg is important to 

that objective. 


175

NORDIC 

NORDIC 

• Although walking away is still an option, the most likely 

scenario is that Cisco extends the offering period by 

about two weeks. Under Norwegian takeover rules, 

Cisco can extend the deadline by up to 42 working days 

(6 weeks). there are speculations that Cisco will reach 

an acceptance level of about 60% to 70% if the share 

price continues to trade in the area of NOk151 for the 

two weeks after the 9 November. extending the offer 

period could be a tactic to put pressure on the rebel 

shareholders. 


176

NORDIC 

DeAL OF tHe mONtH 

Target: tandberg ASA Announced: 01 October 2009 

Bidder: Cisco Systems Inc Deal value: € 2,016m 

Seller: - Deal nature: public, transatlantic, Recommended 

• Cisco Systems Inc, the US based provider of networking 

solutions, has agreed to acquire tandberg ASA, the 

Norway listed provider of telepresence, high-definition 

videoconferencing and mobile video products. 

STRUCTURE: 

• the transaction will be conducted via a voluntary offer 

under the Norwegian law. 

TERMS: 

• tandberg shareholders will receive NOk 153.50 (€18.00) in 

cash per each share held. 

• the offer values the entire share capital of tandberg at 

NOk 17.189bn (€2bn). 

• It represents a premium of 11% to tandberg’s closing 

price of NOk 138.3 on 30 September 2009, the last trading 

price prior to the formal announcement. 

• Upon completion of the offer, Cisco will, in addition to 

the offer price, pay interest on the consideration payable 

to tendering shareholders at a rate of 1.75% per annum 

from, but not including, the last day of the offer period to 

the date settlement takes place. 

FINANCING: 

• the offer will be financed by Cisco from existing 

cash resources. 

BACKGROUND: 

• On 12 August 2008, tandberg announced that it has 

been approached by a private equity player and is in 

preliminary discussions regarding a potential offer for 

the shares of tandberg. 

• Due to the turmoil in the financial markets it has 

proved impossible to achieve acceptable pricing and 

financing conditions and the discussions were 

terminated on 02 October 2008. 

POST DEAL DETAILS: 

• Cisco intends to make a compulsory acquisition of the 

remaining shares in tandberg upon obtaining more than 

90% of the total outstanding share capital and voting 

power of tandberg on a fully diluted basis, and intends 

to propose to the general meeting of tandberg that an 

application is filed with Oslo Stock exchange to de-list 

the shares of tandberg. 

INDUCEMENT FEE: 

• A break-fee of $23m shall be payable by tandberg to 

Cisco in the event that the offer is not completed and the 

Board changes its recommendation without the consent 

of Cisco, or if tandberg breaches undertakings to conduct 

the business in the ordinary course or in respect of 

exclusivity. 

• In the event the offer lapses as a result of lack of 

regulatory approvals, Cisco will pay $15m to tandberg 

to share a part of expected retention bonuses payable by 

tandberg to its employees and expected extraordinary 

sales and marketing costs because of the offer, but no 

other transaction costs. 

CONDITIONS: 

• 90% acceptances 

• HSR regulatory approvals 

• (dR est) eC approval 


177

NORDIC 



Advisers 


Financial Jpmorgan Financial Lazard 

Legal Skadden Arps Slate meagher& Flom 

thommessen 


Revenue 3.1x 554.24 1 day before 11.15% 

EBITDA 11.3x 150.89 1 month before 25.13% 

EBIT 14.1x 121.09 1 day after -1.77% 


Legal Fenwick & West 

Wiersholm 

Dewey &LeBoeuf (Advising Lazard) 

WilmerHale 

PR Blanc & Outs PR Brunswick group 


22-Oct-09 tandberg’s rebel shareholders not tied by a binding agreement – sources say 

19-Oct-09 tandberg: Cisco could consider lowering acceptance threshold; minority clear up option hampered by time lag, market sources 

16-Oct-09 tandberg: NOk 170 per share could be starting point to help pacify rebels, sources say 

15-Oct-09 tandberg: Cisco undecided on plan B if shareholders block bid but reluctant to set precedent by bowing to shareholder pressure, sources say 

08-Oct-09 tandberg: Cisco offer period to commence on 9 October - sources play down chances of offer increase despite stake-building chatter 

07-Oct-09 tandberg/Cisco could be reviewed separately by Norwegian competition authority despite expected eC investigation 

01-Oct-09 tandberg seeking Cisco for more than a year, offer seen as quite low but sector sources see little chance of interloper 

01-Oct-09 tandberg/Cisco expected to be reviewed by eC, phase I clearance possible 

01-Oct-09 tandberg: Cisco CeO says deal to be financed from international funds; timetable ‘conservative’ due to multiple country involvement 


178

NORDIC 



Regulatory Date Completed Notes 

HSR (USA) 15 calendar days waiting period; further 10 calendar days following compliance with the request for 

additional information 

eC Notification dealReporter estimate: 25-35 trading days for phase 1 decision, further 90-105 trading days if referred to 

phase 2 

Last date for Art. 9/Art. 22 

request 

dealReporter estimate: 15 trading days from eC notification 

Last day for remedies 

dealReporter estimate: 20 trading day from eC notification, will cause 10 trading days extension if 

within phase 1 

remedies submitted 

Art. 9/Art. 22 decision dealReporter estimate: 10 trading days from request 

eC Decision dealReporter estimate: 25 trading days from notification standard 

konkurransetilsynet 

(Norway) 

dealReporter estimate: 15 trading days for standardized notification; 25 working days from submission of 

complete notification; a maximum of 70 working days from the submission of a complete notification for a 

phase 2 decision 


target's response 07-Oct-09 Y recommended; last day – 1 week prior to Final Closing Date 

OSe approval 09-Oct-09 Y necessary prior to publication, no formal time frame 

Offer doc issued 09-Oct-09 Y upon Oslo Stock exchange approval 

Offer period commences 09-Oct-09 Y same day to publication 

Last day for revised offer 09-Nov-09 Final Closing Date 

Last day for competing 

offer 

09-Nov-09 Final Closing Date 

FCD 09-Nov-09 expected 20 US business days; normally min 4 weeks - max 6 weeks; the offer may be extended but the 

max offer period may not exceed 10 weeks 

preliminary results 10-Nov-09 next trading day to Final Closing Date 

Final results 16-Nov-09 1 week or 4 trading days after Final Closing Date 

Settlement 

Comany Events 

23-Nov-09 14 calendar days after Final Closing Date 

tAA Q309 15-Oct-09 Y ref 9 month results ending 30-09-09; from company 

CSCO Q110 04-Nov-09 ref 3 month results ending 25-10-09; from company 


179

NORDIC 

tOp DeALS 

TOP 15 NORDIC ANNOUNCED DEALS FOR YTD 31 OCTOBER 2009 




1-Oct-09 p tandberg ASA tmt Cisco Systems Inc 3.2 11.9 21.3 11.1% 1,874 

5-Oct-09 C elkem energi energy, mining Norsk 

elkem AS - 508 

Lakshola AS; and 

elkem energi Siso 

AS 

& Utilities Vannkraftproduksjon AS 

26-Jun-09 C Din Bostad Sverige 

AB 

Real estate Fastighets AB Balder 8.5 17.7 (loss) 51.9% 445 

5-Jan-09 C Scania AB (7.93% Industrials & porsche Automobil 

0.7 4.9 6.1 -18.4% 406 

stake) 

Chemicals Holding Se 

19-Jan-09 C terveystalo pharma, Bridgepoint Capital 

1.5 10.9 (loss) 203% 312 

Healthcare Oyj medical & 

Biotech 

Limited 

5-Oct-09 p master marine ASA Industrials & Nordic Capital 1,587.6 (loss) (loss) - 270 


20-Oct-09 p Landic property Real estate Jeudan A/S Landic property n/a n/a - 269 

Denmark A/S 

hf 

5-Oct-09 C elkem energi energy, mining Svelgen kraft Holding AS elkem AS 8.6 12.8 18.4 - 202 

Bremanger AS & Utilities 

13-Oct-09 p paloDex group Oy pharma, Danaher Corporation Altor equity 2.2 - 194 

medical & 

Biotech 

partners 

2-mar-09 C Roxar ASA energy, mining emerson electric 

1.4 8.6 (loss) 45.9% 192 

& Utilities Company 

14-Oct-09 p Skanditek 

Financial Bure equity AB n/a n/a 19.0 48.1% 185 

Industrifoervaltning 

AB 

Services 

26-Jun-09 C eB kraftproduksjon energy, mining energiselskapet e-CO Vannkraft 9.2 13.1 16.2 - 176 

AS (30% stake) & Utilities Buskerud AS 

AS 

25-Jun-09 C A2SeA A/S Industrials & DONg energy A/S Clipper group 

11.8 58.8 - 167 

Chemicals 

Ltd; Dansk 

kapitalanlaeg 

Aktieselskab; 

and LD Invest 

equity 

5-may-09 C Vapo Oy (49.9% energy, mining etela-pohjanmaan metsaliitto Oy 1.0 10.4 137.2 - 165 

stake) 

& Utilities Voima Oy 

15-Apr-09 C Renewagy A/S energy, mining Colexon energy Ag 

& Utilities 

21.0 48.5 (loss) -7.8% 160 



180

NORDIC 

tOp DeALS 

TOP 5 NORDIC ANNOUNCED DEALS OF ThE MONTh (OCTOBER 2009) 




1-Oct-09 p tandberg ASA tmt Cisco Systems Inc 3.2 11.9 21.3 11.1% 1,874 

5-Oct-09 C elkem energi energy, mining Norsk 

elkem AS - 508 

Lakshola AS; elkem 

energi Siso AS 

& Utilities Vannkraftproduksjon AS 

5-Oct-09 p master marine ASA Industrials & Nordic Capital 1,587.6 (loss) (loss) - 270 


20-Oct-09 p Landic property Real estate Jeudan A/S Landic property n/a n/a - 269 

Denmark A/S 

hf 

5-Oct-09 C elkem energi energy, mining Svelgen kraft Holding AS elkem AS 8.6 12.8 18.4 - 202 

Bremanger AS & Utilities 



181

NORDIC 

eXpeCteD DeALS 

PIPELINE OF NORDIC ExPECTED DEALS 


company 

potential 

takeover 

potential 

takeover 

Swedbank AB Financial 

Services 

expected deal Solar A/S 

(Complementing 

Business in 

Finland) 

potential 

takeover 

Swedish match AB Consumer philip morris 


Norske Skog 

Industrier ASA 

Industrials & 

Chemicals 

Industrials & 

Chemicals 


Financial 



seller (S) 


cap/ est. 

value 

(€m) 

Nordea AB Sampo 

plc; and 

government of 

Sweden 

Comments 

5,846 Sampo’s Chairman Bjorn Wahlroos has 

proposed a merger between Swedish banks 

Nordea and Swedbank. Sampo, the Finnish 

financial group, is the largest shareholder 

in Nordea with just under a 20% stake. the 

merger would result in cost savings of Sek 

5bn-Sek 7bn (€520m-€720m) and Nordea 

would be financially stronger. 

3,628 Swedish match shares rose by 4% on the 

Stockholm exchange last week on rumours 

that New York based phillip morris could buy 

the company. 

Ahlsell AB Solar A/S 18 A letter of Intent has been signed between 

Ahlsell AB and the listed, Danish company 

Solar A/S relating to an acquisition of Solar's 

business in Finland. 

Stora enso Oyj - Stora enso, the Nordic paper manufacturer, 

is still speculated to be a likely buyer for its 

smaller Norwegian peer Norske Skog. A 

potential deal between the two has been the 

subject of speculation before the financial 

crisis, but that Norske Skog’s debts of NOk 

15bn (€1.8bn) have made the Norwegian 

target less appetizing. However making an 

offer for Norske Skog would not be a problem 

for the Finnish group financially, as it is much 

larger. 


182

NORDIC 

LeAgUe tABLeS 


VALUe 

YTD 

31-Oct-2009 

house Value 

(€m) 

Deal 

count 





5 INg 8,500 2 

6 NIBC Bank 8,500 1 

7 kpmg 4,237 10 

8 Lazard 3,779 8 


10 Jpmorgan 2,809 12 

11 Sequoia 2,652 1 

12 SeB enskilda 2,162 15 

13 pohjola Corporate Finance 1,929 3 


15 Arctic Securities 1,188 12 


VOLUme 

the financial adviser league tables by value and volume have been run from 01 January 2009 to 31 October 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 


VALUe 

YTD 

31-Oct-2009 

house Value 

(€m) 

Deal 

count 




4= Covington & Burling 8,500 1 

4= NautaDutilh 8,500 1 



8 thommessen 3,008 22 

9 Hannes Snellman 2,609 17 


11 Fenwick & West 2,059 3 

12 Roschier 1,939 15 


14 WilmerHale 1,874 1 

15 White & Case 1,462 13 


YTD 

31-Oct-2009 

house Value 

(€m) 

Deal 

count 

1 SeB enskilda 2,162 15 



4 Arctic Securities 1,188 12 


6 kpmg 4,237 10 

7 ABg Sundal Collier 214 10 


9 Lazard 3,779 8 



12 pareto 597 8 

13 global m&A 222 8 

14 DnB NOR 989 7 

15 Swedbank markets 539 7 

VOLUme 

YTD 

31-Oct-2009 

house Value 

(€m) 


the legal adviser league tables by value and volume have been run from 01 January 2009 to 31 October 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 


2 Vinge 441 27 

3 thommessen 3,008 22 

4 mannheimer Swartling 615 20 

5 Wikborg Rein & Co 1,301 18 

6 Hannes Snellman 2,609 17 

7 Roschier 1,939 15 

8 plesner 752 15 

9 Lindahl 135 15 


11 White & Case 1,462 13 

12 Selmer 954 13 

13 gorrissen Federspiel 772 13 

14 Cederquist 276 13 

15 kromann Reumert 1,148 11 



183

NORDIC 

LeAgUe tABLeS 

ACTIVITY TABLE OF PRIVATE EqUITY FIRMS ON NORDIC BUYOUTS 

VALUe 

YTD 

31-Oct-2009 

house Value 

(€m) 

Deal 

count 

1 Altor equity partners 322 3 

2 Bridgepoint Capital 312 1 

3 Nordic Capital 270 1 

4 Bure equity 182 2 

5 Lime Rock partners 110 1 


7 Lindsay goldberg & Bessemer 75 1 

8 Northern Link 48 1 

9 Ratos 37 1 

10 eQt partners 35 1 


VOLUme 

YTD 

31-Oct-2009 


Nordic he tables by value and volume have been run from 01 January 2009 to 31 October 2009 and exclude lapsed and withdrawn deals 

ACTIVITY TABLE OF PRIVATE EqUITY FIRMS ON NORDIC ExITS 

VALUe 

YTD 

31-Oct-2009 

house Value 

(€m) 

Deal 

count 


2 Dansk kapitalanlaeg Aktieselskab 183 2 

3 LD equity 167 2 

4= Nove Capital management 63 1 

4= Novestra 63 1 

6= JmI Invest 54 1 

6= Seed Capital Denmark 54 1 

7 Selvaag Invest 37 2 

8= 3i group 37 1 

8= Sundt 37 1 


house Value 

(€m) 

Deal 

count 


2 Bure equity 182 2 


4 Deltaq 22 2 

5 FSN Capital partners 6 2 

6= Capman group - 2 

6= polaris management - 2 

8 Bridgepoint Capital 312 1 

9 Nordic Capital 270 1 

10 Lime Rock partners 110 1 

VOLUme 

YTD 

31-Oct-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 Nordic 


Deal 

count 

1 Dansk kapitalanlaeg Aktieselskab 183 2 

2 LD equity 167 2 

3 Selvaag Invest 37 2 


5= Nove Capital management 63 1 

5= Novestra 63 1 

7= JmI Invest 54 1 

7= Seed Capital Denmark 54 1 

9= 3i group 37 1 

9= Sundt 37 1 



184

NORDIC 

tReND gRApHS 

NORDIC M&A qUARTERLY 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 

04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 

NORDIC M&A qUARTERLY PRIVATE EqUITY TREND 

VALUe VOLUme 

value (€m) 

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 Q 

04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 

Q2 

09 

Q3 

09 

Norway buyouts 

Norway exits 



250 

200 

150 

100 

50 

0 

60 

50 

40 

30 

20 

10 

0 

Q1 Q2 Q3 Q Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 

04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 

moving 

average 

trend line 


04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 

Norway buyouts 

Norway exits 


185

NORDIC 

tReND gRApHS 

NORDIC M&A ANNUAL TRENDS 

VALUe VOLUme 

value (€bn) 

100 

80 

60 

40 

20 

0 

2004 

2005 

NORDIC M&A SECTOR BREAKDOwN YTD 2009 

2006 

2007 

2008 

YTD 2009* 

All Nordic M&A 

Nordic buyouts 

Nordic exits 

VALUe VOLUme 

26.5% 

1% 

1.1% 

6.2% 

8.1% 

0.6% 

12% 

5.2% 

18.8% 

7.5% 

13% 


TMT 

Consumer 






Agriculture 

Leisure 

Real Estate 

value (€bn) 

8% 

9.6% 

800 

700 

600 

500 

400 

300 

200 

100 

4% 

0 

2004 

3.6% 

3.6% 

13.5% 

2.4% 1.6% 

2005 

1.2% 

15.5% 

2006 

20.7% 

16.3% 

2007 

2008 

YTD 2009* 

All Nordic M&A 

Nordic buyouts 

Nordic exits 


TMT 

Consumer 






Construction 

Agriculture 

Leisure 

Real Estate 


186

NORDIC 

mID-mARket DeALS 

TOP 10 NORDIC ANNOUNCED MID-MARKET BUYOUT DEALS YTD 31 OCTOBER 2009 

(€10m tO €250m) 

Announced Status Target 

company 

13-Oct-09 p paloDex 

group Oy 

Sector Target/ 

seller 

financial 

adviser 

pharma, 

medical & 

Biotech 

25-Jun-09 C A2SeA A/S Industrials 

& 

Chemicals 

17-Apr-09 C Carl Lamm 

Holding AB 

Advising 

seller: 

Access 

partners 

Advising 

seller: 

Nordea 

Corporate 

Finance 

tmt HDR 

partners 


adviser 

Advising seller: Bruun 

& Hjejle 

Lindahl 

Advising seller: Vinge 

Bidder 

company 

Danaher 

Corporation 

DONg energy 

A/S 

Ricoh 

Company Ltd 

Bidder financial adviser Bidder legal 

adviser 

Hannes 

Snellman 

FIH partners kromann 

Reumert 


value 

(€m) 

Altor equity 

partners 

Clipper group 

Ltd; Dansk 

kapitalanlaeg 

Aktieselskab; and 

LD equity 

D. Carnegie & Co; kpmg eversheds Bank of America 

merrill Lynch; 

Jan Soederberg; 

marCap Overseas 

master Fund 

Lp; Nove Capital 

management AB; 

Novestra AB; and 

pierce Diversified 

Strategy master 

Fund LLC 

12-mar-09 C Fullrate A/S tmt tDC A/S pricewaterhouseCoopers JmI Invest A/S; 

and Seed Capital 

Denmark 

25-mar-09 C Fjellkraft 

AS (76.7% 

stake) 

2-Feb-09 C DIAB group 

AB (43% 

stake) 

5-Jun-09 C Digi tV plus 

Oy (51% 

stake) 

energy, 

mining & 

Utilities 

Industrials 

& 

Chemicals 

pareto thommessen Nordkraft AS Norne Invest AS; 

Selvaag Invest 

AS; Sundt AS; and 

Vislie Invest As 

Advising 

seller: 

Internal 

tmt Advising 

seller: 

morgan 

Stanley 

30-mar-09 L technor AS Industrials 

& 

Chemicals 

2-Oct-09 p m&J 

Industries 

A/S 

Industrials 

& 

Chemicals 

3-mar-09 C Affitech A/S pharma, 

medical & 

Biotech 

Advising 

seller: SeB 

enskilda 


Linklaters 


Roschier; Vinge 

Ratos AB Internal mannheimer 

Swartling 

Boxer tV 

Access AB 

Simtronics 

ASA 

JZ Capital partners Castren & 

Snellman 

194 

167 

63 

54 

37 

3i group plc 37 

B2f Intressenter 

Holding AB; Baker 

Capital; and 

provider Venture 

partners AB 

Orion Securities Wiersholm HitecVision AS 33 

metso Oyj mCF Corporate Finance Accura Dansk 

kapitalanlaeg 

Aktieselskab 

Schjodt pharmexa A/S Arendals 

Fossekompani 

ASA; Braganza 

AS; Ferd Venture; 

teknoinvest AS; 

and Verdane 

Capital 


34 

16 

12 


187

NORDIC 

mID-mARket DeALS 

NORDIC M&A qUARTERLY MID-MARKET TREND 

VALUe VOLUme 

value (€m) 

5,000 

4,000 

3,000 

2,000 

1,000 

0 


04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 


100 

80 

60 

40 

20 

0 


04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 

moving 

average 

trend line 


188

NORDIC 

mID-mARket LeAgUe tABLeS 


NORDIC 

(€10m tO €250m) 

YTD 

31-Oct-2009 

Value: 

Volume: 

house Value 

(€m) 

Deal 

count 


2 Arctic Securities 908 9 

3 SeB enskilda 728 8 




7 DnB NOR 481 6 

8 kpmg 412 4 

9= FIH partners 374 5 

9= Rothschild 374 5 


2 Arctic Securities 908 9 

3 SeB enskilda 728 8 


5 DnB NOR 481 6 


7= FIH partners 374 5 


9 D. Carnegie & Co 321 5 

10 pareto 319 5 



2009 to 31 October 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 


NORDIC 

(€10m tO €250m) 

YTD 

31-Oct-2009 

Value: 

Volume: 

house Value 

(€m) 

Deal 

count 



3 Wikborg Rein & Co 778 14 

4 Selmer 684 10 



7 Hannes Snellman 583 7 


9 Schjodt 440 7 

10 BAHR 430 6 


2 Wikborg Rein & Co 778 14 


4 Selmer 684 10 



7 Vinge 427 9 

8 Hannes Snellman 583 7 

9 Schjodt 440 7 

10 BAHR 430 6 



2009 to 31 October 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 


189

CEE AND CIS 

a mErgErmarkEt m&a rEport on 

CEE and Cis 

Issues surrounding Enea’s valuation 

• one of the largest privatisations of the year, the sale 

of Enea, the polish power supplier, by the polish 

government may not be completed due to low valuations. 

the government was not satisfied with rWE’s, the 

german Energy Company, non-binding offer for Enea. 

rWE stated that by paying more for Enea it would violate 

the interests of its shareholders as their calculations 

did not meet the expectations of the market or the 

regulations in relation to announcing a call for shares in 

a publicly traded firm. the polish electricity household 

market is still regulated, and when rWE joined the tender 

process for Enea, it was hoping that the market would be 

swiftly deregulated. However, the local market regulator 

decided power prices for households will remain 

controlled, putting margins of power companies. the 

state of polish electricity household market suggests that 

delayed deregulation might be a factor that would lower 

the valuation of Enea. 

• rWE, is in fact is looking to buy stake at a lower price in 

the firm and prepared to delay the purchase until it will 

be at a better price. rWE is certainly not willing to buy 

any stake in Enea under present conditions but might 

take a part in another tender process depending on 

developments in the markets. rWE has been the sole 

bidder in a tender process for approximately 67% of 

Enea. at present market prices Enea’s stake would value 

at €1.5bn. Upon failure on the Enea’s sale, the polish 

government sees no chance of meeting this year’s assets 

sale target of pLn 12bn (€2.9bn). the polish state is now 

expected to arrange another tender for the privatisation 

of Enea this year around december. the government 

expects a premium over Enea’s three months average 

closing price of pLn 22.28 (€5). 

Possible transactions in Romanian dairy sector 

• there is an increasing number of romanian dairy 

producers looking for buyers. romanian dairy businesses 

are hoping to consolidate with each other and reinforce 

their position in the dairy business due to growing grow 

of medium sized diaries. Lately, Lactaprod and kubo 

ice cream have been targets for private equity firms and 

other firms which are looking for mergers or acquisitions. 

Lactaprod’s owner mihai petrea expects to sell a majority 

stake in the business for around €8m. sygma Bleyzer is 

one of the private equity firm invests in diary sector which 

previously acquired Covalact, primulact and Lactate 

Harghita might be interested in acquiring Lactaprod. 

• While, tnuva Food industries, the israel based dairy and 

food producer and supplier, is reviewing its activity in 

romania, three years after entering the market. tnuva is 

in preliminary negotiations to merge its romanian unit 

with a local company, albalact sa, the listed romanian 

dairy producer. tnuva does not intend to continue its 

romanian operations and plans to exit from romania. 

tnuva entered in romania, in 2003, when it began 

construction of a dairy popesti Leordeni, in ilfov County, 

and a dairy farm in adunatii Copaceni. the investment 

valued at around €55m and was made jointly with the 

European Bank for reconstruction and development. 

tnuva was the one of the first foreign company that 

invested in the construction from scratch of a dairy in 

romania. the firm is a portfolio company of apax, the Uk 

based private equity firm which might be interested in 

buying both tnuva’s romanian operations and albalact to 

build up assets in romania. For the year 2008, albalact 

reported turnover of ron 190.54m (€45.34m) with 500 

employees. 


190

CEE AND CIS 

dEaL oF tHE montH 

Target: anheuser-Busch inBev (Central European operations) Announced: 15 october 2009 

Bidder: CVC Capital partners Limited Deal value: €1,493m 

Seller: anheuser-Busch inBev Deal nature: iBo, divestment, private, Cross Border 

• CVC Capital partners Limited, the Uk based private 

equity firm, has agreed to acquire Central European 

operations of anheuser-Busch inBev, the listed Belgium 

based brewer and consumer products company, for an 

enterprise value of approximately $ 2,231m. 

• the agreement also includes additional rights to a future 

payment estimated to be as much as $ 800m contingent 

on CVC’s return on its initial investment. the initial 

consideration of $ 2,231m consists of $ 1,618m in cash, 

$ 448m in an unsecured deferred payment obligation 

with a six year maturity, and $ 165m in minority interests, 

assuming market value at close on october 14, 2009. the 

deferred payment obligation which can be automatically 

extended by up to 2 years in the event of restructuring of 

the senior debt financing, bearing interest at 8-15%. 

• Under the terms of the agreement, CVC agreed to 

acquire anheuser-Busch inBev’s operations in Bosnia- 

Herzegovina, Bulgaria, Croatia, Czech republic, Hungary, 

montenegro, romania, serbia and slovakia. CVC has 

also agreed to brew and distribute stella artois, Beck’s, 

Lowenbrau, Hoegaarden, spaten and Leffe in the above 

countries under license from aBi. aBi will retain rights 

to brew and distribute staropramen in several countries 

including Ukraine, russia, the Us, germany and the Uk. 

• the divestment is in line with anheuser-Busch inBev’s 

strategy to achieve $ 7bn in divestitures, while better 

focusing its resources towards core markets. anheuser- 

Busch has also secured the right to reacquire the 

business if CVC decides to sell in the future. 

• post acquisition, CVC will rename the acquired business 

as starBev and will work with the local management 

teams and employees to achieve its goal to make the 

group as one of the regional champion. as part of the 

transaction, CVC raised approximately $ 1bn of senior 

debt financing from a group of international and regional 

banks. 

• the transaction is subject to customary conditions, 

including regulatory clearances and is expected to close 

by January 2010. 


191

CEE AND CIS 

dEaL oF tHE montH 

Sources of funding 

Equity provider Amount (€m) Stake Debt provider Terms 

CVC Capital partners Limited n/a 100 - - 

Advisers 


Financial Lazard 

Financial Jpmorgan 

Barclays Capital 

sg 

Legal Clifford Chance Legal Freshfields Bruckhaus deringer 

PR Brunswick group Financial Brunswick group 


192

CEE AND CIS 

top dEaLs 

ToP 15 CEE & CIS AnnounCED DEALS FoR YTD 31 oCToBER 2009 



1-day before 

20-apr-09 p mangistaumunaigaz 

JsC 

2-Feb-09 C Bta Bank JsC (78% 

stake) 

15-oct-09 p anheuser-Busch 

inBev (Central 

European 

operations) 

30-mar-09 C moL Hungarian 

oil and gas public 

Limited Company 

(21.20% stake) 

1-Jul-09 p international power 

opatovice as 

5-aug-09 C refinery Company 

rt LLp 

14-may-09 C kompania 

piwowarska sa 

(28.10% stake) 

30-sep-09 p invitel Holdings as 

(64.60% stake) 

23-sep-09 p kazmunaigaz pki 

Finance BV 

30-sep-09 C JsC kazmunaigas 

Exploration 

production (11% 

stake) 


& Utilities 

Financial 

services 

mangistau investments 

BV 

government of 

kazakhstan 

Consumer CVC Capital partners 

Limited 


& Utilities 


& Utilities 


& Utilities 

Central asia 

petroleum Ltd 

anheuser-Busch 

inBev 

Deal 

value 

(€m) 

- 2,554 

n/a n/a - 1,578 

- 1493 

oJsC surgutneftegaz omV ag 0.6 6.4 10.1 92.5% 1,415 

J&t Finance group as international power 

plc 

tH kazmunaigaz Holding 

sa 

mangistaumunaigaz 

JsC 

- 864 

- 833 

Consumer saBmiller plc kulczyk Holding sa 2.9 17.7 - 818 

tmt mid Europa partners LLp tdC as 1.9 5.0 - 740 


& Utilities 


& Utilities 

JsC kazmunaigas 

Exploration production 

Fullbloom investment 

Corporation 

national Company 

kazmunaigaz 

- 647 

1.2 2.1 707.6 0.9% 642 

30-Jan-09 C pCC rail sa transport deutsche Bahn ag pCC sE 1.1 - 400 

12-Jun-09 C kazakhgold group Energy, mining oJsC polyus gold 8.4 (loss) 4.0 26.6% 358 


stake) 

& Utilities 

14-sep-09 p skoda power as industrials & doosan Heavy industries skoda Holding as - 347 

Chemicals and Construction Co Ltd 

24-aug-09 C Eesti telekom as 

(39.88% stake) 

tmt teliasonera aB 2.1 5.4 9.0 24.3% 327 

3-sep-09 C Elektroprivreda Energy, mining a2a spa government of 4.0 58.7 (loss) 7.8% 311 

Crne gore ad niksic 

(29% stake) 

& Utilities 

montenegro 

15-Jun-09 p too karatau (50% Energy, mining Uranium one inc JsC 

- 311 

stake) 

& Utilities 

atomredmetzoloto 

too karatau (50% stake) 


193

CEE AND CIS 

top dEaLs 

ToP 5 CEE & CIS AnnounCED DEALS oF ThE MonTh (oCToBER 2009) 




(€m) 

15-oct-09 p anheuser-Busch Consumer CVC Capital anheuser-Busch 

- 1,493 

inBev (Central 

European 

operations) 

partners Limited inBev 

8-oct-09 p HtL-strefa sa pharma, terantium andrzej Czernecki 6.9 22.1 28.4 3.4% 237 

medical & investments sp (private investor); 

Biotech zoo 

and noryt Company 

Establishment 

13-oct-09 p Ekibastuz grEs -1 Energy, mining national Welfare kazakhmys plc - 229 

(25% stake) & Utilities Fund samrukkazyna 

JsC 

5-oct-09 C aVg technologies tmt ta associates Benson oak; 

5.7 - 137 

CZ s.r.o (25% 

inc 

Enterprise investors; 

stake) 

and intel Capital 

1-oct-09 C the national Joint Financial nikolai Lagun mukhtar ablyazov n/a n/a - 28 

stock insurance 

Company oranta 

(45% stake) 

services (private investor) (private investor) 

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

ToP 4 BuLgARIAn AnnounCED DEALS FoR YTD 31 oCToBER 2009 



27-Jan-09 C Corporate 

Commercial 

Bank ad (30% 

stake) 

Financial 

services 

advising seller: 

kpmg 

Target/Seller 

legal adviser 

24-sep-09 p devin ad Consumer advising 

seller: Borislav 

Boyanov & Co 

22-apr-09 C 2be Consumer advising seller: 

raiffeisen 

investment 

6-oct-09 C galeria Burgas 

JsC (33.33% 

stake) 


financial 

adviser 

Bulgarian 

acquisition 

Company ii 

advent Water 

(Luxembourg) 

Bulgarian 

telecommun- 

ications 

Company 

real Estate gtC real 

Estate 

investment 

Bulgaria BV 

29-oct-09 C gorna Bania Consumer djavair 

tsarukyan 

(private 

investor); 

and gagik 

tsarukyan 

(private 

investor) 

Ernst & 

Young; 

goldman 

sachs 

pricewaterhouse- 

Coopers 

Bidder legal 

adviser 

Cms soravia 

group ag 


value 

(€m) 

Bromak 59 

Eood 

kimimpex 

trade and 

Leasing Ltd 

Festa Holding 

ad 

Evgeni 

goranov 

(private 

investor); 

pavlin ivanov 

(private 

investor); 

and roumen 

tsvetkov 

(private 

investor) 


41 

11 

6 

5 


194

CEE AND CIS 

top dEaLs 

ToP 5 SERBIA & MonTEnEgRon AnnounCED DEALS FoR YTD 31 oCToBER 2009 


financial 

adviser 

3-sep-09 C Elektroprivreda 

Crne gore ad 

niksic (29% 

stake) 

26-may-09 C Elektroprivreda 

Crne gore ad 

niksic (15.20% 

stake) 

22-may-09 C sintelon ad 

(35.69% stake) 

6-Jan-09 C grand Casino 

doo Beograd 

(51% stake) 

6-Feb-09 C Jugoslovensko 

recno 

Brodarstvo 

(69.99% stake) 

Energy, 

mining & 

Utilities 

Energy, 

mining & 

Utilities 

Construc- 

tion 

UniCredit 

group 

Target/Seller 

legal adviser 

schoenherr 

rechtsanwaelte 


financial 

adviser 

Bidder legal 

adviser 

a2a spa mediobanca Cleary gottlieb 

steen & 

Hamilton; 

studio morri & 

associati 

a2a spa Cleary gottlieb 

steen & 

Hamilton 

tarkett sa Erste group 

Bank 

Leisure Club Hotel Loutraki 

sa 

transportation Advising 

seller: Bpa 

London 

Advising 

seller: tomic 

& partners 

Seller 

company 

government 

of 

montenegro 

atlas mont 

ad; dZU 

moneta; 

Euroinvest 

ad; and 

trend ad 

ing Casinos 

austria ag 

ddsg-Cargo gmbH altis Capital dLa piper government 

of the 

republic 

of serbia; 

and serbian 

privatization 

agency 


Deal 

value 

(€m) 

311 

123 

120 

42 

25 


195

CEE AND CIS 

ExpECtEd dEaLs 

PIPELInE oF CEE AnD CIS ExPECTED DEALS 


company 

Expected deal gedeon richter pharma, 

medical & 

Biotech 

Expected deal gielda papierow 

Wartosciowych 

(Warsaw stock 

exchange) 

Financial 

services 

Expected deal anwil sa industrials & 

Chemicals 

Financial 



seller (S) 


cap/ est. 

value 

(€m) 

mnV government of 

Hungary 

London stock 

Exchange; 

deutsche Boerse 

ag; nasdaq stock 

market inc; nYsE 

Euronext 

Ciech Za;tarnow; 

and Za kedzierzyn 

Expected deal Czech airlines as transport air France-kLm 

sa, oao aeroflot, 

travel service as, 

odien group, and 

Unimex group 

rumoured 

takeover 

target 

rumoured 

takeover 

target 

Unicredit (V) government of 

poland 

Lazard(t) government 

of the Czech 

republic 

sygnity sa tmt ness technologies Legg mason 

incorporated 

albalact sa Consumer apax partners, 

tnuva Food 

industries Ltd 

Expected deal Cp Energia sa Energy, 

mining & 

Utilities 

rumoured 

takeover 

target 

Balkan 

advisory 

Company (V) 

kri Capital 

partners sa 

Comments 

651 gedeon richter, the listed Hungarian 

pharmaceutical firm, will see its 25% stateowned 

stake put up for privatisation.the sale 

of this stake could reach around EUr 615 and 

EUr 820m. 

456 the polish treasury (msp) will wait for 

binding bids for the Warsaw stock Exchange 

(WsE) until october. 

446 pkn orlen would be in the process of selling 

its agrochemicals arm anwil. the joint 

bidders for anwil are the polish chemical 

players: Ciech, Za tarnow and Za kedzierzyn, 

the paper continued. in 2007, anwil posted a 

net profit of pLn 200m, which could value the 

company at pLn 2bn (EUr 446m). 

189 after the russian aeroflot and the Czechbased 

financial group odien failed to qualify 

for the second round of the tender, the new 

owner of the Csa will assumably be either 

consortium Unimex and travel service or air 

France-kLm. 

52 ness technologies' spokesperson mentioned 

the company would not comment on 

speculation about potential plans to acquire 

poland-based sygnity. the spokesperson 

confirmed, however, that ness technologies, 

the nasdaq-listed israeli information 

technology company, is considering m&a 

opportunities. 

Ciurtin family 50 albalact, a large, listed romanian dairy 

player, was tipped as a possible target for 

apax by a banking source with knowledge of 

the romanian dairy sector. 

18 Cp Energia, the listed polish gas distributor, 

has announced that it signed a letter of intent 

with kri on a potential merger. 

Lactaprod Consumer sygma Bleyzer, mihai petrea 8 romania's highly fragmented dairy sector 

heads for mergers and acquisitions to cope 

with competition 



196

CEE AND CIS 

LEagUE taBLEs 

ToP 15 FInAnCIAL ADVISERS – CEE AnD CIS 

VaLUE VoLUmE 

YTD 

31-oct-2009 

YTD 

31-oct-2009 

house Value 

(€m) 


are based on the geography of either the target, bidder or seller being CEE & Cis 

VaLUE 

YTD 

31-oct-2009 

house Value 

(€m) 

ToP 15 LEgAL ADVISERS – CEE AnD CIS 

house Value 

(€m) 

Deal 

count 


2 Bank of america merrill Lynch 4,334 7 

3 Credit suisse 4,133 7 

4 royal Bank of scotland group 3,617 7 

5 morgan stanley 3,305 5 

6 Lazard 3,140 4 


8 goldman sachs 1,917 4 

9 sg 1,671 3 

10 renaissance Capital 1,513 3 


12 ing 1,216 6 


14 CaLYon 740 1 

15 UBs investment Bank 680 1 

source: mergermarket 

Deal 

count 

1 skadden arps slate meagher & Flom 3,387 2 



4 dLa piper 2,180 7 



7 Wolf theiss 1,522 4 

8 akin gump strauss Hauer & Feld 1,415 2 

9 Cerha Hempel spiegelfeld Hlawati 1,415 1 

10 Cms 1,289 10 

11 White & Case 1,183 7 


13 Latham & Watkins 995 2 


15 simpson thacher & Bartlett 917 2 


Deal 

count 


2 Bank of america merrill Lynch 4,334 7 

3 Credit suisse 4,133 7 

4 royal Bank of scotland group 3,617 7 



7 Citigroup inc 2,981 6 

8 ing 1,216 6 


10 morgan stanley 3,305 5 


12 Lazard 3,140 4 

13 goldman sachs 1,917 4 

14 HsBC Bank 614 4 

15 sEB Enskilda 491 4 

VoLUmE 

YTD 

31-oct-2009 

house Value 

(€m) 



are based on the geography of either the target, bidder or seller being CEE & Cis 

Deal 

count 


2 Cms 1,289 10 


4 dLa piper 2,180 7 

5 White & Case 1,183 7 

6 allen & overy 440 7 



9 Lawin 420 6 

10 schoenherr rechtsanwaelte 588 5 


12 Wolf theiss 1,522 4 


14 raidla Lejins & norcous 357 4 

15 squire, sanders & dempsey 187 4 



197

CEE AND CIS 

LEagUE taBLEs 

ACTIVITY TABLE oF PRIVATE EquITY FIRMS on CEE AnD CIS BuYouTS 

VaLUE VoLUmE 

YTD 

31-oct-2009 

YTD 

31-oct-2009 

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 october 2009 and exclude lapsed and withdrawn deals 

ACTIVITY TABLE oF PRIVATE EquITY FIRMS on CEE AnD CIS ExITS 

VaLUE VoLUmE 

YTD 

31-oct-2009 

house Value 

(€m) 

house Value 

(€m) 

Deal 

count 

1 CVC Capital partners 1,493 1 

2 mid Europa partners 860 3 

3 EQt partners 237 3 

4 ta associates 137 1 

5 netherlands development Finance 

Company 

60 1 

6 advent international Corporation 41 1 

7 penta investments 27 2 

8= Ethemba Capital 23 1 

8= nBgi private Equity 23 1 

10 sgam ai private Equity 22 1 


Deal 

count 

1= Bancroft private Equity 250 1 

1= CCmp Capital advisors 250 1 

3= Benson oak 137 1 

3= Enterprise investors 137 1 

3= intel Capital 137 1 


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 CEE & Cis 


Deal 

count 

1 mid Europa partners 860 3 

2 EQt partners 237 3 

3 penta investments 27 2 

4 gEd iberian private Equity 21 2 

5 CVC Capital partners 1,493 1 

6 ta associates 137 1 

7 netherlands development Finance 

Company 

60 1 

8 advent international Corporation 41 1 

9= Ethemba Capital 23 1 

9= nBgi private Equity 23 1 


YTD 

31-oct-2009 

house Value 

(€m) 

Deal 

count 

1= Bancroft private Equity 250 1 

1= CCmp Capital advisors 250 1 

3= Benson oak 137 1 

3= Enterprise investors 137 1 

3= intel Capital 137 1 



198

CEE AND CIS 

trEnd grapHs 

CEE AnD CIS M&A quARTERLY TREnD 

VaLUE VoLUmE 

value (€m) 

16,000 

14,000 

12,000 

10,000 

8,000 

6,000 

4,000 

2,000 

0 


04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09* 

noRTh AMERICAn M&A quARTERLY PRIVATE EquITY TREnD 

VaLUE VoLUmE 


4,500 

4,000 

3,500 

3,000 

2,500 

2,000 

1,500 

1,000 

500 

0 


04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09* 

CEE and CIS buyouts 

CEE and CIS exits 



180 

150 

120 

90 

60 

30 

0 

25 

20 

15 

10 

5 

0 


04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 04* 

moving 

average 

trend line 


04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09* 




199

CEE AND CIS 

trEnd grapHs 

CEE AnD CIS M&A AnnuAL TREnDS 

VaLUE VoLUmE 

value (€bn) 

40 

35 

30 

25 

20 

15 

10 

5 

0 

2004 

2005 

2006 

2007 

2008 

YTD 2009* 

All CEE and CIS M&A 



CEE AnD CIS M&A SECToR BREAkDown YTD 2009 

VaLUE VoLUmE 

3.0% 

11.3% 

1.0% 

2.1% 

0.4% 

0.1% 

2.8% 

49.8% 

14.5% 

13.7% 

Consumer 

TMT 





Construction 



Leisure 

Agriculture 

Real Estate 


6.7% 

5.4% 

8.3% 

600 

500 

400 

300 

200 

100 

0 

4.6% 

3.3% 

2004 

11.7% 

2005 

0.4% 

0.8% 0.4% 

1.7% 

13.3% 

2006 

21.3% 

15.8% 

2007 

2008 

YTD 2009* 

All CEE and CIS M&A 



Consumer 

TMT 





Construction 



Leisure 

Agriculture 

Real Estate 

Defence 


200

CEE AND CIS 

mid-markEt dEaLs 

ToP 10 CEE & CIS AnnounCED MID-MARkET DEALS YTD 31 oCToBER 2009 

(€10m to €250m) 


financial 

adviser 

3-aug-09 p FarUtEx sp. z 

o.o; and nowaco 

Czech republic 

s.r.o 

8-oct-09 p HtL-strefa sa pharma, 

medical & 

Biotech 

28-sep-09 C CEZ distributie 

sa (30% stake); 

and CEZ Vanzare 

sa (30% stake) 

13-oct-09 p Ekibastuz grEs 

-1 (25% stake) 

26-mar-09 C orlen Lietuva 

(formerly aB 

mazeikiu nafta) 

(9.98% stake) 

Consumer Advising 

sellers: 

Jpmorgan 

Target/seller 

legal adviser 

iva Zothova; 

advising 

seller: Weil 

gotshal & 

manges 

Energy Advising 

sellers: 

popovici, 

nitu & 

asociatii 

Energy, 

mining & 

Utilities 

Energy, 

mining & 

Utilities 

Advising 

sellers: 

Jpmorgan 

Cazenove 

30-Jun-09 C telemobil sa tmt Advising 

sellers: Bnp 

paribas 

2-Jul-09 p Central 

European media 

Enterprises 

(Ukrainian 

operations) (49% 

stake) 

30-mar-09 C CosmoFon 

ad skopje; 

and germanos 

telekom sa 

skopje 

30-apr-09 C kazakhstan 

pipeline Ventures 

LLC (49.90% 

stake) 

30-Jul-09 C przedsiebiorstwo 

robot 

inzynieryjnych 

pol-aqua sa 

Advising 

sellers: 

Lawin 

advising 

seller: 

norton rose 

tmt advising 

seller: 

debevoise & 

plimpton 

tmt Advising 

sellers: EFg 

istanbul 

securities; 

rothschild 

Energy, 

mining & 

Utilities 

advising 

seller: 

dewey & 

LeBoeuf 

internal Advising 

sellers: 

Herbert 

smith/gleiss 

Lutz/stibbe 

Construction allen & 

overy 


financial 

adviser 

the Bidvest group 

Limited 

terantium 

investments sp zoo 

HsBC Bank; 

investec 

investment 

Banking 

Bidder legal 

adviser 

Baker & 

mckenzie; 

Edward nathan 

sonnenbergs 


value 

(€m) 

Bancroft private 250 

Equity LLp; and 

CCmp Capital 

advisors LLC 

Credit suisse White & Case andrzej Czernecki 

(private investor); 

and noryt Company 

Establishment 

CEZ as Fondul proprietatea 

sa 

national Welfare 

Fund samrukkazyna 

JsC 

polski koncern 

naftowy orlen sa 

Cosmote-mobile 

telecommunications 

sa 

alstrom Business 

Corporation 

Citigroup; 

rothschild 

dewey & 

LeBoeuf; 

sorainen 

Freshfields 

Bruckhaus 

deringer; Lina 

& guia sCa 

237 

230 

kazakhmys plc 229 

government of 

Lithuania 

210 

saudi oger Limited 207 

Central European 

media Enterprises Ltd 

telekom slovenije dd ing Clifford Chance otE mts HoLding 

BV 

national Company 

kazmunaigaz 

royal Bank 

of scotland 

group 

206 

190 

Bp plc 189 

grupo dragados sa sg 178 



201

CEE AND CIS 

mid-markEt dEaLs 

noRTh AMERICAn M&A quARTERLY MID-MARkET TREnD 

VaLUE VoLUmE 

value (€m) 

4,000 

3,500 

3,000 

2,500 

2,000 

1,500 

1,000 

500 

0 


04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 


80 

70 

60 

50 

40 

30 

20 

10 

0 


04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09* 

moving 

average 

trend line 


202

CEE AND CIS 

mid-markEt LEagUE taBLEs 

ToP 10 MID-MARkET FInAnCIAL ADVISERS – 

CEE AnD CIS 

(€10m to €250m) 

YTD 

31-oct-2009 

Value: 

Volume: 

house Value 

(€m) 

Deal 

count 



3 Credit suisse 527 3 


5 ing 352 3 

6= HsBC Bank 250 1 

6= investec investment Banking 250 1 

8 Bnp paribas 207 1 

9 goldman sachs 191 2 

10 EFg istanbul securities 190 1 



3 Credit suisse 527 3 

4 Citigroup inc 493 3 

5 ing 352 3 


7 deloitte 132 3 

8 goldman sachs 191 2 

9 Bank of america merrill Lynch 185 2 

10 sEB Enskilda 164 2 




sectors and are based on the geography of either the target, bidder or seller being CEE & Cis 

ToP 10 MID-MARkET LEgAL ADVISERS – 

CEE AnD CIS 

(€10m to €250m) 

YTD 

31-oct-2009 

Value: 

Volume: 

house Value 

(€m) 

Deal 

count 

1 dewey & LeBoeuf 787 7 



4 Lawin 420 5 

5 Herbert smith/gleiss Lutz/stibbe 373 3 


7= Baker & mckenzie 250 1 

7= Edward nathan sonnenbergs 250 1 

7= iva Zothova 250 1 

10 popovici, nitu & asociatii 230 1 

1 dewey & LeBoeuf 787 7 

2 Lawin 420 5 


4 allen & overy 129 4 


6 Herbert smith/gleiss Lutz/stibbe 373 3 


8 sorainen 226 2 

9 Freshfields Bruckhaus deringer 214 2 

10 squire, sanders & dempsey 187 2 




sectors and are based on the geography of either the target, bidder or seller being CEE & Cis 


203

RUSSIA 

A meRgeRmARket m&A RepoRt on 

RUSSIA 

Russian Economy – End of recession in Q4 2009 

• the Russian economy is expected to expand by as much 

as 4 percent in the last quarter of 2009 signaling the end 

of recession, according to the Deputy economy minister 

Andrei klepach. the gross domestic product expanded 

0.6 percent in the third quarter, said the economy 

ministry. In year-on-year terms, gross domestic product 

(gDp) contracted 9.4 percent, after a slump of 10.9 

percent in the second quarter. klepach also stated that 

Russian economy may grow more than 2 percent in 2010. 

the government forecasts 1.6 percent growth next year. 

• the region’s economy is greatly reliant on commodities – 

oil accounts for about 60 percent of Russia’s total exports. 

As world economies slumped after the credit crisis, the 

prices of raw materials were hurt. However, the country’s 

government has stated that as long as oil prices range 

between $70 and $80 per barrel, the economy will grow. 

Further, if the price of oil remains at current levels in 2011 

and 2012, 0.5 to 0.8 percentage points could be added 

in annual gDp growth in 2011 and 2012. the growth 

forecasts were based on oil prices remaining at $58 to 

$60. Fiscal and monetary easing has also been noted. 

the ruble may strengthen further against the dollar in 

the upcoming months because of high oil prices. the 

country’s currency has grown nearly 10 percent against 

the dollar since early September. 

AvtoVAZ – Renault has no plans to raise stake 

• Renault SA, the listed France based automobile company, 

does not plan to increase its 25% stake AvtoVAZ. Russia’s 

main car brand has been exploring the possibility of filing 

for bankruptcy, unless it will succeed in restructuring 

its RUB 62bn (€1.4bn) debt. In addition, a 44% fall in 

car sales has been recorded since the beginning of the 

year. But AvtoVAZ’s troubles are not all recent – the 

company has experienced decades of mismanagement 

and underinvestment. It urgently needs cash as it 

plans to cut 25,000 jobs. A government bail-out of RUB 

25bn (€578.5m) in June did not noticeable improve the 

company’s performance. 

• the Russian government has said that it may allow 

Renault to buy control of AvtoVAZ as part of a plan 

to save the ailing carmaker. troika Dialog group, the 

Russia based investment bank, along with the region’s 

government also each own a 25% stake in the group. 

Vladimir putin said that the government will help AvtoVAZ 

settle debts and could raise €2.97bn on the market, 

while about RUB 43bn (€1bn) will come directly from the 

federal budget. the government has warned that existing 

shareholders, including Renault, may face dilution if they 

do not help AvtoVaz. Renault has stated that it is willing 

to assist AvtoVAZ implement a more effective business 

plan as well as contribute to its restructuring through 

technology, equipment, and platforms, but has refused to 

invest more equity. 


204

RUSSIA 

DeAl oF tHe montH 

Target: oSAo Rossija Announced: 19 october 2009 

Bidder: Viktor pinchuk (private investor) Deal value: €241.47m 

Seller: oAo Uk trastkom Deal nature: Acquisition; Cross border 

• mr Viktor pinchuk, the Ukrainian businessman, has 

acquired Rossia Insurance Company (oSAo Rossija), 

the Russia based insurance company from trastkom, 

the Russia based asset management company, for an 

undisclosed consideration, estimated between RUB 

10.6bn (€241.47m) and RUB 11.4bn (€259.7m) 

• Rossija wrote RUB 8.8bn (€200.47m) and RUB 3.3bn 

(€75.18m) of insurance premiums in 2008 and H1 2009 

respectively. thus, the estimated valuation of the company 

implies a multiple of 1.2-1.3 times the annual gross 

premiums written in 2008 


205

RUSSIA 

top DeAlS 

Top 15 RuSSiAn AnnouncED DEAlS foR YTD 31 ocToBER 2009 


Revenue EBiTDA p/E 

1-day before 

7-Apr-09 C JSC gazprom neft 

(20% stake) 

30-mar-09 C Ank Bashneft JSC 

(56.52% stake); 

Bashkirnefteprodukt 

JSC (54.33% stake); 

novo-Ufimsky 

Refinery oJSC 

(67.33% stake); Ufa 

oil Refinery JSC 

(58.59% stake); 

Ufaneftekhim oJSC 

(45.88% stake); and 

Ufaorgsintez oJSC 

(53.02% stake) 

2-Jun-09 p oAo Rostelecom 

(40% stake) 

5-Aug-09 C oAo Comstar 

United teleSystems 

(50.91% stake) 

27-may-09 p oAo novatek 

(13.13% stake) 

3-mar-09 C oJSC polyus gold 

(20% stake) 

26-may-09 C oAo Yamal lng 

(51% stake) 

17-Apr-09 C oJSC polyus gold 

(15% stake) 

29-may-09 p tnk Bp 

International 

limited (oil 

Field Services 

enterprises) 

16-Sep-09 p Ank Bashneft JSC 

(23.48% stake) 


& Utilities 


& Utilities 

Deal value 

(€m) 

oAo gazprom enI SpA 0.8 3.3 4.6 - 3,089 

AFk Sistema Agidel-Invest 

llC; Inzer- 

Invest llC; 

Ural-Invest 

llC; and 

Yuryuzan- 

Invest llC 

tmt Deposit Insurance 

Agency; and 

Vnesheconombank 

tmt mobile teleSystems 

oJSC 


& Utilities 


& Utilities 


& Utilities 


& Utilities 


& Utilities 


& Utilities 

19-oct-09 C oSAo Rossija Financial 

Services 

6-mar-09 C troika Dialog group 

(33% stake) 

19-Feb-09 C Bank VeFk 

(undisclosed stake) 

21-Jan-09 C Atomstroiexport 

(78% stake) 

26-Aug-09 p Rosneft- 

Stroytransgaz ltd 

(50% stake) 

Financial 

Services 

Financial 

Services 

Volga Resources SICAV 

SIF SA 

Suleiman kerimov 

(private Investor) 

- 1,894 

kIt Finance 2.5 11.2 22.5 1.0% 1,513 

AFk Sistema 1.9 4.6 14.1 23.3% 1,412 

Cartagena 

Development 

Vladimir 

potanin 

(private 

investor) 

oAo novatek Volga 

Resources 

SICAV SIF SA 

JSC nafta-moskva Interros 

Company 

Weatherford 

International ltd 

novy 

Investments 

limited 

4.8 10.3 15.8 - 1,125 

3.1 7.7 67.8 -47% 541 

- 465 

3.1 7.7 68.1 -55% 404 

0.8 - 346 

AFk Sistema 9% 254 

Viktor pinchuk (private 

investor) 

Standard Bank group 

limited 

Deposit Insurance 

Agency; nomoS Bank; 

and otkRItIe Financial 

Corporation 

Construction Federal nuclear energy 

Agency of Russia 


& Utilities 

Rosneft oil Company 

oAo 

oAo Uk 

trastkom 

Stroytransgaz 

oJSC 

n/a n/a 241 

n/a n/a - 237 

n/a n/a - 218 

- 213 

- 140 



206

RUSSIA 

top DeAlS 

Top 5 RuSSiAn AnnouncED DEAlS of ThE MonTh (ocToBER 2009) 


Revenue EBiTDA p/E 


30-oct-09 C oSAo Rossija Financial Viktor pinchuk (private oAo Uk 

n/a n/a - 241 

Services investor) 

trastkom 

23-oct-09 C nobel oil group energy, mining China Investment 

- 67 

(45% stake) & Utilities Corporation 

19-oct-09 p Bioton Wostok (74% pharma, Sanofi-Aventis SA Bioton SA; and 

- 28 

stake) 

medical & 

mr. Sergei W 

Biotech 

Dokuchaev ( 

private investor) 

19-oct-09 C Yupon tmt ZAo Viatra prodvizheniye - 7 

15-oct-09 C ooo SportVenturemoscow 

(74.90% 

stake) 

leisure Aktiv-City - 5 



207

RUSSIA 

expeCteD DeAlS 

pipElinE of RuSSiAn ExpEcTED DEAlS 

Situation Target company Sector potential bidder 

company 

expected Deal YpF Sociedad 

Anonima 

energy, 

mining & 

Utilities 

expected Deal Vostsibugol oJSC energy, 

mining & 

Utilities 

lukoil oAo; oAo 

gazprom; Rosneft 

oil Company oAo; 

oil and natural 

gas Corporation 

ltd (ongC); China 

national offshore 

oil Corporation 

ltd; China national 

petroleum 

Corporation; or 

ongC Videsh ltd 

expected Deal lyaskelya karier Construction Undisclosed bidder Vozrozhdeniyanerud 


Seller company Est. value/ 

Market cap 

(€m) 

comments 

Repsol YpF SA 24,320 Repsol, the listed, Spanish oil company, is likely 

to be frustrated in its efforts to sell its stake in 

its Argentine subsidiary YpF as soon as possible, 

reported la gaceta. the report, appearing in a 

column reserved for market rumours, said potential 

buyers were the Russian oil companies lukoil and 

gazprom, along with the Indian energy group ongC. 

the Indian company may join forces with one of its 

Russian counterparts to present a joint bid, the item 

added. According to a previous report, CnpC and 

CnooC are prepared to pay USD 17bn for Repsol’s 

84% stake in YpF. 

Irkutskenergo oAo euroSibenergo 283 Irkutskenergo wants to acquire the coal mining 

company Vostsibugol from its main shareholder 

eurosibenergo, reported Vedomosti. the paper 

cited a spokesperson for Irkutskenergo, a Russian 

power company. the spokesperson confirmed 

that Irkutskenergo’s board of directors today will 

consider a buy of Vostsibugol. Irkutskenergo will pay 

an amount for Vostsibugol similar to what en+ paid 

for the assets to Russian coal and energy company 

SUek in April 2008. 

11 Vozrozhdeniya-nerud, a Russian private mining 

investment managing company, is looking to sell 

lyaskelya karier(ooo ktn), a gravel producer, said 

Vladimir kirillov, who deputy Ceo of Vozrozhdenie. 

He said the company is interested in exiting the 

business to reinvest the funds in its other assets. He 

valued lyaskelya at RUB 500m (USD 16m). 


208

RUSSIA 

leAgUe tABleS 

Top 5 finAnciAl ADViSoRS – RuSSiA 

VAlUe 

YTD 

31-oct-09 

house Value 

(€m) 

Deal 

count 







VolUme 


are based on the geography of either the target, bidder or seller being Russia 

Top 5 lEgAl ADViSoRS – RuSSiA 

VAlUe 

YTD 

31-oct-09 

house Value 

(€m) 

Deal 

count 


2 Dewey & leBoeuf 3,219 3 



5 Akin gump Strauss Hauer & Feld 1,936 4 


YTD 

31-oct-09 

house Value 

(€m) 

Deal 

count 



3 Renaissance Capital 1,643 4 



VolUme 

YTD 

31-oct-09 

house Value 

(€m) 



are based on the geography of either the target, bidder or seller being Russia 

Deal 

count 





5 Akin gump Strauss Hauer & Feld 1,936 4 



209

RUSSIA 

tRenD gRApHS 

RuSSiAn M&A QuARTERlY TREnD 

VAlUe VolUme 

value (€m) 

30,000 

25,000 

20,000 

15,000 

10,000 

5,000 

0 


04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09* 

RuSSiAn M&A QuARTERlY pRiVATE EQuiTY TREnD 

VAlUe VolUme 

value (€m) 

2,000 

1,500 

1,000 

500 

0 


04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09* 

Russian buyouts 

Russian exits 



100 

80 

60 

40 

20 

0 

10 

8 

6 

4 

2 

0 


04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09* 

moving 

average 

trend line 


04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09* 


Russian exits 


210

RUSSIA 

tRenD gRApHS 

RuSSiAn M&A AnnuAl TREnDS 

VAlUe VolUme 

value (€bn) 

80 

70 

60 

50 

40 

30 

20 

10 

0 

2004 

2005 

RuSSiAn M&A SEcToR BREAkDown YTD 2009 

2006 

2007 

2008 

YTD 2009* 

All Russian M&A 


Russian exits 

VAlUe VolUme 

0.3% 1% 

0.8% 

0.6% 

0.2% 

0.2% 4.4% 

6.2% 

61.3% 

2.5% 

22.5% 

Consumer 

TMT 




Construction 

Leisure 



Real Estate 



8.7% 

9.5% 

7.1% 

350 

300 

250 

200 

150 

100 

50 

0 

3.2% 

2004 

2005 

2.4% 

1.6% 

0.8% 

2.4% 

13.5% 

14.3% 

19.8% 

2006 

16.7% 

2007 

2008 

YTD 2009* 

All Russian M&A 


Russian exits 

Consumer 

TMT 




Construction 

Leisure 



Agriculture 

Real Estate 



211

RUSSIA 

mID-mARket DeAlS 

RuSSiAn Top 10 MiD-MARkET DEAlS in conSuMER SEcToR YTD 31 ocToBER 2009 

($10m to $250m) 



19-oct-09 C oSAo Rossija Financial 

Services 

6-mar-09 C troika Dialog 

group (33% stake) 

19-Feb-09 C Bank VeFk 

(undisclosed 

stake) 

21-Jan-09 C Atomstroiexport 

(78% stake) 

26-Aug-09 p Rosneft- 

Stroytransgaz ltd 

(50% stake) 

1-Apr-09 C pIk group (25% 

stake) 

16-Apr-09 C kvartstroy 

Company (30% 

stake) 

26-mar-09 C otkRItIe 

Financial 

Corporation 

(19.99% stake) 

24-Apr-09 p Russian Alcohol 

group (12% stake) 

28-Aug-09 C eurocement group 

ZAo 

Financial 

Services 

Financial 

Services 

troika Dialog 

group 

Target/seller 

legal adviser 

DlA piper; 

Herbert Smith/ 

gleiss lutz/ 

Stibbe 


financial 

adviser 

Viktor pinchuk 

(private 

investor) 

Standard Bank 

group limited 

Deposit 

Insurance 

Agency ; 

nomoS Bank; 

and otkRItIe 

Financial 

Corporation 

Construction Federal 

nuclear 

energy Agency 

(Rosatom) of 

Russia 


& Utilities 

Rosneft oil 

Company oAo 

Real estate lacero trading 

ltd 

Construction Russia 

Development 

Fund 

Financial 

Services 

Consumer Advising Seller: 

Weil gotshal & 

manges 

Standard 

Bank group 

Bidder legal 

adviser 

Clifford 

Chance 


value 

(€m) 

oAo Uk 241 

trastkom 

linklaters Stroytransgaz 

oJSC 

Skadden 

Arps Slate 

meagher & 

Flom 

kirill pisarev 

(private 

Investor); and 

Yuri Zhukov 

(private 

Investor) 

lovells JSC VtB Bank CmS 111 

Central 

european 

Distribution 

Corporation 

Construction Filaret galchev 

(private 

Investor) 

Citigroup Dewey & 

leBoeuf; 

maples & 

Calder; 

Shearman 

& Sterling 

(Advising 

Citigroup) 

lion Capital 

llp 

237 

218 

213 

140 

123 

114 

109 

millhouse 105 

Capital Uk 

ltd 



212

RUSSIA 

mID-mARket DeAlS 

RuSSiAn M&A QuARTERlY MiD-MARkET TREnD 

VAlUe VolUme 

value (€m) 

5,000 

4,000 

3,000 

2,000 

1,000 

0 


04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09* 


50 

40 

30 

20 

10 

0 


04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09* 

moving 

average 

trend line 


213

RUSSIA 

mID-mARket leAgUe tABleS 

Top 5 MiD-MARkET finAnciAl ADViSoRS - 

RuSSiA 

(€10m to €250m) 

YTD 

31-oct-2009 

Value: 

Volume: 

house Value 

(€m) 

Deal 

count 

1 troika Dialog group 327 2 


3 Standard Bank group 237 1 

4= Renaissance Capital 228 2 

4= Jpmorgan 228 2 


1 troika Dialog group 327 2 


3= Renaissance Capital 228 2 

3= Jpmorgan 228 2 

4 Standard Bank group 237 1 





sectors and are based on the geography of either the target, bidder or seller being Russia 

Top 5 MiD-MARkET lEgAl ADViSoRS - 

RuSSiA 

(€10m to €250m) 

YTD 

31-oct-2009 

Value: 

Volume: 

house Value 

(€m) 

Deal 

count 


2 DlA piper 258 2 

3 Herbert Smith/gleiss lutz/Stibbe 248 2 






4 DlA piper 258 2 

5 Herbert Smith/gleiss lutz/Stibbe 248 2 




sectors and are based on the geography of either the target, bidder or seller being Russia 


214

MENA 

A MERgERMARkET M&A REpORT ON 

THE MIDDLE EAST & 

NORTH AFRICA 

Is the worst over? 

• In an interview made with the governor of the Dubai 

International Financial Center and vice chairman of the 

U.A.E. Central Bank, Omar Bin Sulaiman declared that 

“the region has successfully passed through the worst 

of the crisis without experiencing any systemic risks”. 

With stock markets indices rising , higher oil prices and 

the $6.5bn of conventional and Islamic bonds Dubai’s 

government is considering to raise, there seems to be a 

more positive atmosphere in the MENA region. 

• Investors appear to have renewed their confidence: 

two major exits occurred this month in the region: Apax 

partners, Saban Capital group and Arkin communications 

Ltd exited the Israeli telecommunications service 

provider, Bezeq The Israel Telecommunication 

Corporation Ltd, after acquiring a 30% stake in May 2008, 

for $747m, and 10.66% stake on 25 August 2008 for an 

approximate consideration of $316.15m. The bidder, 012 

Smile.Communications Ltd, an Israeli communication 

services provider offering broadband and voice services 

acquired the 30.6% stake for $1.76bn. 

• The second exit was made by a group of Israel based 

private equity firms including Tamir Fishman Ventures, 

Carmel Ventures, Challenge Fund - Etgar Lp and 

Motorola Ventures. Tamir Fishman Ventures invested 

$3.5m in Coppergate Communications back in December 

2000, and Carmel Ventures led an investment round 

of $14.5m in November 2005. Sigma Designs a US 

provider of digital media processing solutions acquired 

Coppergate for a cash and stock consideration of $160m 

plus an assumed net cash of $24m. 

• As for buyouts, they are still rare, with only one deal 

occurring in October. private equity investors are looking 

for different options to raise equity and debt for mergers 

and acquisitions, like resorting to development banks 

sponsoring projects, raising money through several 

agencies such as the World Bank or the International 

Monetary Fund. 


215

MENA 


Target: Bezeq The Israel Telecommunication Corporation Ltd TS 

(30.6% stake) 

Announced: 25 October 2009 

Bidder: 012 Smile.Communications Ltd Deal value: $1.764bn 

Seller: Apax partners LLp; Saban Capital group Inc; and Arkin 

communications Ltd 

DESCRIPTION 

• 012 Smile.Communications Ltd has agreed to acquire 

a 30.6% stake in Bezeq The Israel Telecommunication 

Corporation Ltd from Apax partners, Arkin 

communications Ltd and Saban Capital group Inc. 

• 012 Smile.Communications Ltd, the listed Israel 

based company headquartered in petach-Tikva, is a 

communication services provider offering broadband 

and voice services. Bezeq The Israel Telecommunication 

Corporation Ltd, the listed Israel based company 

headquartered in Tel Aviv, is a telecommunications 

service provider. Apax partners, the Uk based company 

headquartered in London, is a private equity firm. Saban 

Capital group, the US based company headquartered 

in Los Angeles, is a private equity firm. Arkin 

communications Ltd., the Israel based acquisition vehicle 

of Mori Arkin, the Israeli private investor. 

TERMS 

• Under the terms of the agreement, 012 Smile. 

Communications Ltd, has agreed to acquire 814,211,545 

common shares of Bezeq representing 30.6% stake 

at an offer price of ILS 8 ($216.6) per share, for a cash 

consideration of ILS 6513.69m ($1,763.57m). 

• The offer price of ILS 8 per share represents a discount 

of approximately 6.7% based on the closing price of ILS 

8.6 ($2.32) as on 22 October 2009 and a premium of 5% 

based on the closing price of ILS 7.7 (USD 2.06) as on 24 

September 2009. 

• The implied equity value of the transaction is ILS 

21,286.57m ($5,763.3m). 

RATIONALE 

• The transaction, approved by the Board of Directors of 

012 Smile, is in lines with 012 Smile’s strategy to invest 

in Israel’s telecom industries to strengthen Internet 

gold’s position while creating significant value to their 

shareholders. 

Deal nature: Domestic, Exit, private 

FINANCING 

• The transaction will be financed through a combination 

of cash, debt and stock. 012 Smile.Communications is 

expected to provide ILS 2.5bn of equity while raising ISL 

2-3bn through a bank and ISL 1.5-2bn offering bonds. 

CONDITIONS 

• The transaction is subject to the receipt of necessary 

regulatory approvals which is expected to receive by 25 

April 2010, including approvals from the Israeli Ministry 

of Communications, the Israeli Antitrust Commissioner 

and from the prime Minister and the Minister of 

Communications of the State of Israel and other approvals 

required by law. 

BACKGROUND 

• In May 2008 a consortium comprised of Apax partners, 

Saban Capital group and Arkin communications Ltd, had 

acquired a 30% stake in Bezeq, from the government of 

Israel for a consideration of ILS 4,237m. ($747.08m) while 

the same consortium acquired additional 10.66% stake in 

Bezeq on 25 August 2008 from the government of Israel 

for an approximate consideration of ILS 1.08bn ($316.15m). 

EXPECTED COMPLETION 

• The transaction is anticipated to close by April 2010, six 

months from the date of announcement. 


216

MENA 





Revenue 2.2x 3,281.32 1 day before -6.72% 

EBITDA 6.0x 1,195.42 1 month before 5.04% 

EBIT 9.7x 745.02 1 day after -6.66% 


Advisers 


Financial Morgan Stanley Financial JpMorgan 

Legal Zellermayer pelossof & Co Legal Fischer Behar Chen & Co. 

PR - Financial kCSA public Relations Worldwide 

28-Oct-09 pelephone may be required to withdraw Mirs offer for Bezeq sale to be allowed 

27-Oct-09 Amitim interested in financing the acquisition of Bezeq, Elovitch not keen on having a strategic partner 

27-Oct-09 Bezeq acquisition to be financed through bonds, equity and loans; Migdal and Hapoalim could provide finances 


217

MENA 

TOp DEALS 

TOP 15 MENA ANNOUNCED DEALS FOR YTD 31 OCTOBER 2009 



1-day before 

27-Sep-09 C Telecommunication 

Company of Iran (50% 

stake) 

12-Aug-09 p partner 


Company Ltd (51.31% 

stake) 

25-Oct-09 p Bezeq The Israel 

Telecommunication 

Corporation Ltd 

(30.60% stake) 

18-May-09 C palestinian 


Company plc (56.53% 

stake) 

1-Sep-09 p Medi Telecom SA 

(64.36% stake) 

5-Apr-09 p MobiNil 


S.A.E. (28.75% stake) 

15-Feb-09 p golden pyramids 

plaza SAE (76% stake) 

15-Oct-09 p Solel Solar Systems 

Ltd 

25-Jun-09 C Shuaa Capital pSC 

(48.40% stake) 

8-Jul-09 C Societe des 


du Mali (51% stake) 

14-Mar-09 C Wana Corporate SA 

(31% stake) 

23-Feb-09 C Ventor Technologies 

Ltd 

21-Jul-09 C Boubyan Bank of 

kuwait (13.20% stake) 

19-Jul-09 p Dhofar power 

Company (53.90% 

stake) 

8-Jul-09 p Commercial 

International Bank 

(Egypt) SAE (9.33% 

stake) 

TMT Etemad Mobin 

Development 

TMT Scailex Corporation Ltd Advent 

Investments pte 

Ltd 

TMT 012 Smile. 

Communications Ltd 

TMT Mobile 


Company k.S.C. 

TMT FinanceCom SA; Caisse 

de Depots et de gestion; 

and RMA Watanya SA 

Apax partners 

LLp; Arkin 

communications 

Ltd; and Saban 

Capital group Inc 

portugal Telecom 

SgpS SA; and 

Telefonica Moviles 

Espana SA 

TMT France Telecom SA Orascom Telecom 

Holding SAE 

Deal 

value 

($m) 

7,798 

1.9 5.2 9.7 1.0% 1,827 

2.2 6.0 13.4 -6.7% 1,764 

6.6 14.9 22.1 1,483 

2.8 6.4 31.4 - 1,138 

- 715 

Leisure South Valley Cement - 441 


& Utilities 

Financial 

Services 

Siemens Ag Ecofin Limited 418 

Dubai Banking group n/a n/a 127.4% 408 

TMT Maroc Telecom Republic of Mali - 382 

TMT Zain Al Ajial - 329 

pharma, 

Medical & Bio 

Financial 

Services 


& Utilities 

Financial 

Services 

Medtronic Inc - 325 

National Bank of kuwait 

SAk 

Oman power & Water 

procurement Company 

kuwait Investment 

Authority 

gCC Energy Fund; 

Malatan; Muscat 

Overseas group; 

Oman & Emirates 

Investment 

Holding Co. SAOg; 

and Malakoff 

Berhad 

Actis Capital LLp Eton park Capital 

Management 

Lp; RHJ 

International SA; 

and Ripplewood 

Holdings LLC 

n/a n/a 0.3 1.7% 293 

3.3 13.5 3.9 6.2% 252 

n/a n/a 0.1 1.9% 244 



218

MENA 

TOp DEALS 

TOP 5 MENA ANNOUNCED DEALS OF ThE MONTh (OCTOBER 2009) 




($m) 

25-Oct-09 p Bezeq The Israel TMT 012 Smile. 

Apax partners 

2.2 6.0 13.4 -6.7% 1,764 

Telecommunication 

Communications Ltd LLp; Arkin 

Corporation Ltd 

communications Ltd; 

(30.60% stake) 

and Saban Capital 

group Inc 

15-Oct-09 p Solel Solar Systems Energy, Mining Siemens Ag Ecofin Limited 418 

Ltd 

& Utilities 

6-Oct-09 p Fajr Capital Ltd (25.% Financial khazanah Nasional 

n/a n/a 150 

stake) 

Services Berhad 

13-Oct-09 p Coppergate 

TMT Sigma Designs Inc Carmel Ventures; 

136 


and Tamir Fishman 

Ventures 

12-Oct-09 p Valor Computerized TMT Mentor graphics 

1.6 34.3 2.3 12.7% 65 

Systems Ltd 

Corp 



219

MENA 

ExpECTED DEALS 

PIPELINE OF MENA EXPECTED DEALS 


company 

Expected Deal Africa Israel 

Residence Ltd 

Rumoured 

Takeover 

Rumoured 

Takeover 

Leisure; Real 

Estate 

Syriatel TMT Turkcell Iletisim 

Hizmetleri AS; Mobile 


Company k.S.C. 

Seventech Ltd 

(Ashkelon security 

door factory) 

Expected Deal Tamweel pJSC Financial 

Services 

Financial 



seller (S) 


cap/ est. 

value ($m) 

Tidhar Africa Israel 

Investments Ltd 

(Formerly Africa 

Israel) 

Industrials Masonite 



Comments 

- Africa-Israel Investments will start 

selling stakes in Derech Eretz, 

Africa-Israel Residences, AFI Hotels 

following debt settlement. 

Rami Makhlouf USD 1bn Zain, the kuwaiti listed telecom 

company, has been in talks to 

buy the Syrian telecom company 

Syriatel. 

USD 5m Masonite acquires Israeli steel 

security and safety entry door 

business 

Amlak Finance pJSC USD 3bn Amlak Finance and Tamweel, two 

listed UAE-based real estate finance 

companies, are planning to merge 

by January 2010. 


220

MENA 

LEAgUE TABLES 

TOP 15 FINANCIAL ADVISERS – MENA 

VALUE 

YTD 

31-Oct-2009 

house Value 

($m) 

Deal 

count 












12 CALYON 3,064 1 

13 HSBC Bank 2,828 3 


15 EFg-Hermes Holding Company 1,727 2 


VOLUME 

The financial adviser league tables by value and volume have been run from 01 January 2009 to 31 October 2009 and exclude lapsed and withdrawn deals. The tables cover all sectors and are 

based on the geography of either the target, bidder or seller being The Middle East & North Africa. 

TOP 15 LEGAL ADVISERS – MENA 

VALUE 

YTD 

31-Oct-2009 

house Value 

($m) 

Deal 

count 






6 Wongpartnership 3,966 3 

7 Uria Menendez 3,802 1 

8 Allen & gledhill 3,717 2 




12 Shook Lin & Bok Singapore 2,861 1 





YTD 

31-Oct-2009 

house Value 

($m) 

Deal 

count 











11 HSBC Bank 2,828 3 

12 Lazard 898 3 

13 Oppenheimer & Co 65 3 


15 EFg-Hermes Holding Company 1,727 2 

VOLUME 

YTD 

31-Oct-2009 

house Value 

($m) 


The legal adviser league tables by value and volume have been run from 01 January 2009 to 31 October 2009 and ludes lapsed and withdrawn deals. The tables cover all sectors and are based on 

the geography of either the target, bidder or seller being The Middle East & North Africa. 

Deal 

count 






6 gide Loyrette Nouel 2,059 5 


8 Dewey & LeBoeuf 578 5 



11 Wongpartnership 3,966 3 


13 Norton Rose 1,538 3 

14 Meitar Liquornik geva & Leshem 

Brandwein 

339 3 

15 O'Melveny & Myers 306 3 



221

MENA 

LEAgUE TABLES 

ACTIVITY TABLE OF PRIVATE EqUITY FIRMS ON MENA BUYOUTS 

VALUE 

YTD 

31-Oct-2009 

house Value 

($m) 

Deal 

count 

1 Actis Capital 244 1 

2= Eastgate Capital group 210 1 

2= Investcorp 210 1 

4 Vector Capital Corporation 129 1 

5 kuwait Finance House 52 1 


VOLUME 

YTD 

31-Oct-2009 

The private equity buyout activity tables by value and volume are based on private equity firms advising the bidder on buyout deals where the dominant geography of the target company is The 

Middle East & North Africa. The tables by value and volume have been run from 01 January 2009 to 31 October 2009 and exclude lapsed and withdrawn deals. 

ACTIVITY TABLE OF PRIVATE EqUITY FIRMS ON MENA EXITS 

VALUE 

YTD 

31-Oct-2009 

house Value 

($m) 

Deal 

count 

1= Apax partners 1,764 1 

1= Saban Capital group 1,764 1 

3 gCC Energy Fund 252 1 

4= Carmel Ventures 136 1 

4= Tamir Fishman Ventures 136 1 

6= EFg-Hermes 85 1 

6= Tiger global Management 85 1 

8 First Israel Mezzanine Investors Fund 76 1 

9 Haykala Investment Managers 46 1 

10 kleiner perkins Caufield & Byers 34 1 


house Value 

($m) 

Deal 

count 

1 Actis Capital 244 1 

2= Eastgate Capital group 210 1 

2= Investcorp 210 1 

4 Vector Capital Corporation 129 1 

5 kuwait Finance House 52 1 

VOLUME 

YTD 

31-Oct-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 The Middle 

East & North Africa. The tables by value and volume have been run from 01 January 2009 to 31 October 2009 and exclude lapsed and withdrawn deals. 

Deal 

count 

1= Apax partners 1,764 1 

1= Saban Capital group 1,764 1 

3 gCC Energy Fund 252 1 

4= Carmel Ventures 136 1 

4= Tamir Fishman Ventures 136 1 

6= EFg-Hermes 85 1 

6= Tiger global Management 85 1 

8 First Israel Mezzanine Investors Fund 76 1 

9 Haykala Investment Managers 46 1 

10 kleiner perkins Caufield & Byers 34 1 



222

223 


MENA 

TREND gRApHS 

MENA M&A qUARTERLY TREND 

VALUE VOLUME 

0 

5,000 

10,000 

15,000 

20,000 

25,000 

Q4 

09* 

Q3 

09 

Q2 

09 

Q1 

09 

Q4 

08 

Q3 

08 

Q2 

08 

Q1 

08 

Q4 

07 

Q3 

07 

Q2 

07 

Q1 

07 

Q4 

06 

Q3 

06 

Q2 

06 

Q1 

06 

Q4 

05 

Q3 

05 

Q2 

05 

Q1 

05 

Q4 

04 

Q3 

04 

Q2 

04 

Q1 

04 

value ($m) 

0 

10 

20 

30 

40 

50 

60 

70 

80 

Q4 

09* 

Q3 

09 

Q2 

09 

Q1 

09 

Q4 

08 

Q3 

08 

Q2 

08 

Q1 

08 

Q4 

07 

Q3 

07 

Q2 

07 

Q1 

07 

Q4 

06 

Q3 

06 

Q2 

06 

Q1 

06 

Q4 

05 

Q3 

05 

Q2 

05 

Q1 

05 

Q4 

04 

Q3 

04 

Q2 

04 

Q1 

04 


MENA M&A qUARTERLY PRIVATE EqUITY TREND 

VALUE VOLUME 

0 

500 

1,000 

1,500 

2,000 

2,500 

3,000 

Q4 

09* 

Q3 

09 

Q2 

09 

Q1 

09 

Q4 

08 

Q3 

08 

Q2 

08 

Q1 

08 

Q4 

07 

Q3 

07 

Q2 

07 

Q1 

07 

Q4 

06 

Q3 

06 

Q2 

06 

Q1 

06 

Q4 

05 

Q3 

05 

Q2 

05 

Q1 

05 

Q4 

04 

Q3 

04 

Q2 

04 

Q1 

04 

value ($m) 

MENA buyouts 

MENA exits 

0 

2 

4 

6 

8 

10 

12 

14 

Q4 

09* 

Q3 

09 

Q2 

09 

Q1 

09 

Q4 

08 

Q3 

08 

Q2 

08 

Q1 

08 

Q4 

07 

Q3 

07 

Q2 

07 

Q1 

07 

Q4 

06 

Q3 

06 

Q2 

06 

Q1 

06 

Q4 

05 

Q3 

05 

Q2 

05 

Q1 

05 

Q4 

04 

Q3 

04 

Q2 

04 

Q1 

04 


MENA buyouts 

MENA exits 

Moving 

average 

trend line

MENA 

TREND gRApHS 

MENA M&A ANNUAL TRENDS 

VALUE VOLUME 

value ($bn) 

60 

50 

40 

30 

20 

10 

0 

2004 

2005 

MENA M&A SECTOR BREAKDOwN YTD 2009 

2006 

2007 

2008 

YTD 2009* 

All MENA M&A 

MENA buyouts 

MENA exits 

VALUE VOLUME 

3.1% 

6.8% 

2.3% 

1.1% 

0.4% 1.2% 0.7% 

2.1% 

0.2% 

0.2% 1.8% 

5.4% 

74.8% 

TMT 



Consumer 




Construction 

Real Estate 


Agriculture 

Leisure 

Defence 


5.8% 

3.9% 

9.7% 

250 

200 

150 

100 

3.9% 

50 

0 

3.9% 

2004 

11.7% 

2005 

1.9% 1.0% 

2.9% 

2.9% 

13.6% 

2006 

22.3% 

16.5% 

2007 

2008 

YTD 2009* 

All MENA M&A 

MENA buyouts 

MENA exits 

TMT 



Consumer 




Construction 

Real Estate 


Agriculture 

Leisure 

Defence 


224

MENA 


TOP 5 MENA ANNOUNCED MID-MARKET DEALS OF ThE MONTh (OCTOBER 2009) 

($10M TO $250M) 


financial 

adviser 

8-Jul-09 p Commercial 

International Bank 

(Egypt) SAE (9.33% 

stake) 

9-May-09 p Hail Agricultural 

Development 

Company 

19-Mar-09 C L'Azurde (70% 

stake) 

22-Mar-09 C Bank of Alexandria 

Sanpaolo (9.75% 

stake) 

10-Mar-09 C Libyan Emirates 

Oil Refining 

Company (50% 

stake) 

Financial 

Services 

Advising 

seller: 

Internal 


adviser 


Internal; 

Debevoise & 

plimpton 

Agriculture Almarai 

Company Ltd 

Consumer Advising 

seller: Credit 

Suisse 

Financial 

Services 

Energy, 

Mining & 

Utilities 


financial 

adviser 

Actis Capital LLp EFg- 

Hermes 

White & Case Eastgate Capital 

group; Investcorp 

SA; and The 

National Investor 


Linklaters 


Ashurst 

International 

Finance 

Corporation 

Morgan 

Stanley 

Bidder legal 

adviser 

Clifford 

Chance 

Clifford 

Chance 

Internal gide Loyrette 

Nouel; 

Herbert 

Smith/gleiss 

Lutz/Stibbe 

Baker & 

Mckenzie 

TRASTA Dewey & 

LeBoeuf 


value 

($m) 

Eton park 244 

Capital 

Management 

Lp; RHJ 

International 

SA; and 

Ripplewood 

Holdings LLC 

239 

Al Othaim 

Holding Co 

Sanpaolo IMI 

SpA 

The 

National Oil 

Corporation 


210 

200 

175 


225

226 


MENA 

MENA M&A qUARTERLY MID-MARKET TREND 

VALUE VOLUME 

0 

500 

1,000 

1,500 

2,000 

2,500 

3,000 

Q4 

09* 

Q3 

09 

Q2 

09 

Q1 

09 

Q4 

08 

Q3 

08 

Q2 

08 

Q1 

08 

Q4 

07 

Q3 

07 

Q2 

07 

Q1 

07 

Q4 

06 

Q3 

06 

Q2 

06 

Q1 

06 

Q4 

05 

Q3 

05 

Q2 

05 

Q1 

05 

Q4 

04 

Q3 

04 

Q2 

04 

Q1 

04 

value ($m) 

0 

5 

10 

15 

20 

25 

30 

35 

40 

45 

Q4 

09* 

Q3 

09 

Q2 

09 

Q1 

09 

Q4 

08 

Q3 

08 

Q2 

08 

Q1 

08 

Q4 

07 

Q3 

07 

Q2 

07 

Q1 

07 

Q4 

06 

Q3 

06 

Q2 

06 

Q1 

06 

Q4 

05 

Q3 

05 

Q2 

05 

Q1 

05 

Q4 

04 

Q3 

04 

Q2 

04 

Q1 

04 



Moving 

average 

trend line

MENA 



MENA 

($10M TO $250M) 

YTD 

31-Oct-2009 

Value: 

Volume: 

house Value 

($m) 

Deal 

count 

1 Standard Chartered 404 2 




5 JpMorgan 253 2 

6 CIMB group 249 1 

7 EFg-Hermes Holding Company 244 1 

8 Wachovia Corporation 159 2 


10= Aforge Finance 138 1 



2 Oppenheimer & Co 65 3 

3 Standard Chartered 404 2 



6 JpMorgan 253 2 

7 Wachovia Corporation 159 2 

8 kpMg 88 2 

9 CIMB group Sdn Bhd 249 1 

10 EFg-Hermes Holding Company 244 1 



2009 to 31 October 2009 and exclude lapsed and withdrawn deals. The tables cover all 


The Middle East & North Africa. 


MENA 

($10M TO $250M) 

YTD 

31-Oct-2009 

Value: 

Volume: 

house Value 

($m) 

Deal 

count 




Brandwein 

339 3 


5 Baker & Mckenzie 314 2 


7 Shearman & Sterling 267 2 

8 Herzog, Fox and Neeman 265 2 

9= Drew & Napier 249 1 

9= Wongpartnership 249 1 

10 Debevoise & plimpton 244 1 



Brandwein 

339 3 



5 Allen & Overy 164 3 


7 Baker & Mckenzie 314 2 

8 Shearman & Sterling 267 2 

9 Herzog, Fox and Neeman 265 2 

10 pillsbury Winthrop Shaw pittman 159 2 



2009 to 31 October 2009 and include lapsed and withdrawn deals. The tables cover all 


The Middle East & North Africa. 


227

the following notes pertain to data contained in this publication: 

• deals are included where the deal value is greater than or equal to Eur 5m. 

• Where no deal value has been disclosed, deals are included if the turnover of 

the target is greater than or equal to Eur 10m. 

• deals are included in the graphs and Top deals in each section based on 

the dominant geography and dominant sector of the target company. data 

underlying the League Tables are based on deals where the bidder, target or 

parent geography of either is that of the geography in focus. 

• YTd 2009* refers to the period 01 January 2009 to 31 October 2009. 

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