a mergermarket report on global m&a activity …a mergermarket m&a report on monthly m&a...

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

november 2010

Monthly M&A InsIdermergermarket

GlobAl overvIew 01

AmericAs: lAtin AmericA 05

north AmericA 13

AsiA-pAcific 25

europe 39

middle eAst & AfricA 49

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CONTENTS

Monthly M&A Insider

globAl overvieW

01

Upon completion of the deal, VimpelCom, already a market leader in Russia and the CIS, will gain a sizable footprint in Western Europe while making the group one of the largest telecoms players in the world. Specifically, the Weather acquisition will give the group full control of Wind Italy and a 51.70% stake in Egypt’s Orascom Telecom. Other assets in the Weather portfolio, such as its businesses in the Mediterranean and Asia, will be spun-off to shareholders.

The transaction rounds out the top five global M&A transactions announced thus far in 2010. Remarkably, two other telecoms transactions – América Móvil’s acquisition of Carso Global in January for US$28.06bn in the Mexican market and CenturyLink’s acquisition of Qwest Communications in April for US$22.15bn in the US – also rank among the largest global deals announced this year. Casting a look to aggregate disclosed valuations in the wider TMT space, with a 16.7% share of global deal value, in terms of value the sector is surpassed only by the Energy, Mining & Utilities space which accounts for over a quarter of the total.

Elsewhere, in other main markets of the world a number of transformational tie-ups were announced in the month of October. Firstly, across the Atlantic in the US, after failing to hammer out a deal with US-based biotech player Genzyme Corporation, French Pharma giant Sanofi-Aventis took its bid hostile with a US$69.00 per share offer to shareholders.

At this price, and factoring in Genzyme’s net debt position of US$280m, the total deal value stands at US$17.86bn, making it the second largest Pharma deal this year globally surpassed only by Novartis’ acquisition of a 52.00% stake in Alcon for US$26.30bn in January.

However, Genzyme’s board unanimously rejected the tender offer at this price and began reaching out to communicate with shareholders regarding the intrinsic value of the company, which it believes prices Genzyme at around US$89.00 per share. Completion of the deal, which stands as one among many of the completed and lapsed hostile takeovers launched in the past two years, is still pending.

In the Asia-Pacific region, the Singapore Stock Exchange agreed to acquire ASX Limited, its Australian counterpart, in a deal valued at US$7.25bn. In acquiring ASX, which has been tipped as a prospective merger target for the past two years, the new entity will become the largest regional and second largest global base of institutional investors with combined assets under management of US$2.3 trillion.

In Latin America, Sinopec moved to acquire a 40.00% stake in Repsol Brazil in a US$7.11bn transaction. The acquisition, strategic in nature, gives Sinopec access to the Brazilian Energy market, which is emerging as the new frontier in the oil & gas industry.

GLOBAL OVERVIEW

head of research – Elias Latsis

editor – Rory McNeil

For advertising opportunities contact:

erik wickman

tel: + (1) 212 6863329 [email protected]

Global overview: Matthew Albert

latin America: Mathew Albert

north America: Svetlana Alkayeva, Allen Chan and Elizabeth Castro

Asia-Pacific: Shansuke Okano, Marco Shek, Debbie Jung, Maggie Cheung, Kendy Suen and Douglas Robinson

europe: Samuel Tedjasukmana and Damien Julliard

Middle east & Africa: Nulifer Sezer and Marie-Laure Keyrouz

GlobAl overvIew

IN OCTOBER, THE M&A SPOTLIGHT WAS BACK ON THE GLOBAL TELECOMMUNICATIONS INDUSTRy WITH yET ANOTHER BLOCKBUSTER TRANSACTION COMING TO MARKET IN THE SECTOR. IN THE LARGEST IN A LONG STRING OF TIE-UPS AND TAKEOVERS FOR THE GROUP, VIMPELCOM MOVED TO ACQUIRE WEATHER INVESTMENTS, THE ITALy-BASED HOLDING COMPANy OF TELECOM CARRIERS ORASCOM TELECOM HOLDING AND WIND TELECOMUNICAzIONI, IN A US$21.99BN TRANSACTION.

Monthly M&A Insider 02

globAl overvieW

TREND GRAPHS

GlobAl M&A quArterly trend

VALUE VOLUME

0

200,000

400,000

600,000

800,000

1,000,000

1,200,000

1,400,000

Q410*

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

Valu

e (U

S$m

)

0

500

1,000

1,500

2,000

2,500

3,000

3,500

4,000

4,500

Q410*

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

Num

ber

of d

eals

GlobAl M&A quArterly MId-MArket trend

VALUE VOLUME

0

20,000

40,000

60,000

80,000

100,000

120,000

140,000

Q410*

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

Valu

e (U

S$m

)

0

500

1,000

1,500

2,000

Q410*

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

Num

ber

of d

eals

Moving average trend line


globAl overvieW

TREND GRAPHS

GlobAl M&A sector breAkdown ytd 2010

VALUE VOLUME

7.7%

6.1%

16.7%

10.9%

4.2%1.3%

1.9%

0.7%0.4%

2.6%

12.2%

25.6%

9.5%

Industrials & Chemicals

TMT

Consumer

Business Services

Energy, Mining & Utilities

Financial Services

Pharma, Medical & Biotech

Construction

Leisure

Transportation

Real Estate

Agriculture

Defence


TMT

Consumer

Business Services


Financial Services


Construction

Leisure

Transportation

Real Estate

Agriculture

Defence

12.1%

15.3%

17.6%

4.0%

3.4%

2.1%

2.9%

0.5%1.2%

11.0%

10.4%

11.8%

7.7%

GlobAl M&A quArterly PrIvAte equIty trend

VALUE VOLUME

0

50,000

100,000

150,000

200,000

250,000

300,000

350,000

400,000

Q410*

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q06

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

Valu

e (U

S$m

)

Global buyouts

Global exits

0

100

200

300

400

500

600

700

800

Q410*

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

Num

ber

of d

eals

Global buyouts

Global exits


globAl overvieW

TREND GRAPHS

GlobAl M&A deAl sIze breAkdown

VALUE VOLUME

0

500

1,000

1,500

2,000

2,500

H210*

H110

H209

H109

H208

H108

H207

H107

H206

H106

H205

H105

H204

H104

> US$501m

US$251m-US$500m

US$101m-US$250m

US$15m-US$100m

US$5m-US$14.9m

Valu

e (U

S$bn

)

0

1,000

2,000

3,000

4,000

5,000

6,000

7,000

8,000

9,000

H210*

H110

H209

H109

H208

H108

H207

H107

H206

H106

H205

H105

H204

H104

> US$501m

US$251m-US$500m

US$101m-US$250m

US$15m-US$100m

US$5m-US$14.9m

Value not disclosed

Num

ber

of d

eals

LATIN AM

ERICA

LATIN AMERICAA MERgERMARkET M&A REpoRT oN


In the largest deal, China petroleum & Chemical Corporation, or Sinopec, moved to acquire a 40.00% stake in Respsol’s operations in Brazil for a handsome US$7.11bn valuation. The investment marks a milestone for Latin America, being, as it is, the largest regional acquisition in the Energy space in over a decade.

The discovery of expansive deepwater reserves off the coast of Rio de Janeiro in late 2007 – the largest South American deposits discovered in 30 years – has ushered a wave of foreign investment in to the Brazilian Energy space in recent years, placing a premium on assets in this vast new oil frontier.

Repsol’s stake sale, in particular, stands out as a coup in dealmaking. Initially, the Spanish Energy group planned to float its Brazilian unit in a listing with a top valuation estimated at US$11.00bn. Instead, Repsol’s deal with Sinopec, structured through the issue of new shares, makes the company a majority shareholder in an entity valued at US$17.77bn. In addition, Repsol Brazil now has ample cash to fund exploration in the expansive, but difficult to exploit oil reserves located off the littoral of Brazil.

other domestic oil and gas companies may too be tempted to employ dual track sales strategies. Investor demand for Brazilian equities has supported several successful Ipos, but the market is showing signs of saturation. HRT participações em petróleo, an oil start up with exploration blocks in the Amazon basin and coastal Namibia, raised US$1.50bn in oct-10 in its first public equity offering. However, a number of other companies, which may have held off listing due to petrobras’ share sale, are currently queuing up to go public and at least one, karoon gas, shelved its flotation as investor bearishness rose amid the worsening debt crisis in Europe.

If eager buyers emerge – particularly firms in the ilk of Sinopec – that are willing and able to pay premium prices for strategic purposes, transaction flows will see continued vigour with rising valuations. In this respect, Chinese players may comprise the main buy-side force as there is a seemingly insatiable, and by now well-documented, demand for oil in the Chinese market.

Coincidentally, rising valuations may start to price out foreign players hailing from Western markets who, unlike Repsol, have not yet gained a foothold in Brazil and who, unlike Sinopec, cannot afford to pay over the odds.

Bp, for all of its troubles, expects to soon close a US$3.20bn acquisition for Devon Energy Corp’s Brazilian assets, which is currently awaiting regulatory approval. In the meantime, the embattled oil major is divesting other assets in Latin America and further afield to raise US$30.00bn to pay down debt and cover costs associated with the gulf of Mexico oil spill.

Divestments undertaken by Bp in recent months have comprised several of Latin America’s largest Energy deals of 2010. In oct-10, the group made a host of stake divestments in its Venezuelan and Mexican portfolios valued at US$1.80bn and US$650m, respectively, after selling off a Colombian subsidiary for US$1.75bn in Aug-10.

But even away from Bp and Brazil, the region’s Energy M&A market is still bustling with activity in some of the smaller and mid-sized economies. Most recently, Colombia’s Empresas públicas de Medellín (EpM), the diversified Utilities service provider, brokered a trio of cross-border acquisitions in guatemala to establish a presence in Central America’s electricity market in oct-10.

EpM, the nation’s second largest company by assets after Ecopetrol, spent US$746m to acquire Distribuidora Eléctrica Centroamericana Dos SA from a consortium of vendors led by Iberdrola, the Spanish company engaged in the electricity and natural gas production and distribution.

Alongside the acquisition, Iberdrola acted as the sole vendor divesting stakes in generadores Hidroeléctricos (51.00%) and Hidronorte (3.12%) for US$19m and selling off gestión de Empresas Eléctricas to EpM for US$12m.

IN oCToBER, THE STRIDE oF BIg-TICkET TRANSACTIoNS IN LATIN AMERICA’S ENERgY SECToR CoNTINUED AFooT WITH A FLURRY oF DEAL ACTIVITY oN THE HEELS oF pETRoBRAS’ LANDMARk US$70BN SHARE oFFERINg IN SEpTEMBER. THE Ipo, THE WoRLD’S LARgEST EVER, SpARkED oFF A SpATE oF DEAL ANNoUNCEMENTS ACRoSS THE REgIoN WITH FIVE oF LATIN AMERICA’S Top 10 ENERgY TRANSACTIoNS THIS YEAR BRokERED IN oCToBER ALoNE.

06

LATIN AM

ERICA

Monthly M&A Insider

Target: Repsol Brazil (40.00% stake) Announced: 1-oct-10

Bidder: China petroleum & Chemical Corporation Deal value: US$7.11bn

Seller: Repsol YpF SA Deal nature: Acquisition, Cross-border, private

STRUCTURE• China petroleum & Chemical Corporation (Sinopec)

has signed a definitive agreement with Repsol YpF SA to acquire a 40.00% stake in Repsol Brasil for a total consideration of US$7.11bn.

• Repsol Brazil is a Brazil-based energy company.

• China petroleum & Chemical Corporation, a listed China-based company headquartered in Beijing, is an energy and chemical company.

• Repsol YpF SA, a listed Spain-based company headquartered in Madrid, is an oil and gas company.

TERMS• The transaction values the company at US$17.77bn.

RATIONALE• The transaction will allow Repsol Brasil to fully develop its

current projects.

• The transaction is in line with Repsol and Sinopec’s strategies to expand their activity in Brazil.

POST DEAL DETAILS• Repsol Brasil is held by Repsol (60.00%) and Sinopec

(40.00%).

CONDITIONS • obtaining governmental authorization.

BACKGROUND• Repsol Brasil’s assets are

DEAL oF THE MoNTH

Advisors

Target/Seller Bidder

Financial Financial Scotia Capita

Financial Legal Vinson & Elkins

mergermarket/dealReporter Intelligence

30-Jun-10 Repsol YpF mandates four banks to Ipo Repsol Brasil.

29-Sep-10 Repsol exploring listing or sale of stake in its Brazilian unit; in talks with Sinopec.

07

LATIN AM

ERICA

Monthly M&A Insider

TOP 15 LATIN AMERICAN ANNOUNCED DEALS YTD 31-OCT-10Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia

1-day before

Deal value

(US$m)Revenue EBITDA P/E

13-Jan-10 C Carso global Telecom SAB de CV

TMT America Movil SA de CV

1.7 4.9 14.4 3.1% 28,055

28-Jul-10 p Barsilcel NV (50.00% stake) TMT Telefonica SA portugal Telecom SgpS SA

- 9,746

11-Jan-10 C FEMSA Cerveza SA de CV Consumer Heineken NV Fomento Economico Mexicano SAB de CV

- 7,692

1-oct-10 p Repsol Brazil (40.00% Stake) Energy, Mining & Utilities

China petroleum & Chemical Corporation

Repsol YpF SA - 7,109

13-Jan-10 C Telmex Internacional SAB de CV (39.30% stake)

TMT America Movil SA de CV

2.6 10.6 23.6 2.2% 6,533

2-May-10 p Alumina do Norte do Brasil SA (57.00% stake); Aluminio Brasileiro SA (51.00% stake); Companhia de Alumina do para (61.00% stake); and paragominas bauxite mine (60.00% stake)


Norsk Hydro ASA Vale SA - 4,900

22-Jan-10 C polibutenos SA Industrias Quimicas (33.33% stake); Quattor participacoes SA (60.00% stake); and Unipar Comercial e Distribuidora SA


Braskem SA Uniao de Industrias petroquimicas SA

- 4,238

27-Jan-10 C Bunge participacoes e Investimentos SA


Vale SA Bunge Limited - 3,800

14-Mar-10 p Bridas Corporation (50.00% stake)


CNooC International Limited

Bridas Energy Holdings Ltd

- 3,100

5-Aug-10 p NET Servicos de Comunicacao SA (58.06% Stake)

TMT Embratel participacoes SA

1.7 6.8 11.3 14.5% 2,606

9-Jun-10 p grupo Financiero Financial Services

Banco Santander Bank of America Corporation

n/a n/a - 2,500

3-May-10 p Agre Empreendimentos Imobiliarios SA

Real Estate pDg Realty SA Empreendimentos e participacoes

n/a n/a 13.8 1.5% 1,955

15-Jul-10 p BAC Credomatic gECF Financial Services

grupo Aval Acciones y Valores SA

gE Capital global Banking

n/a n/a - 1,900

10-Feb-10 C Fertilizantes Fosfatados SA (36.79% stake)


Vale SA The Mosaic Company; and Yara Brasil Fertilizantes SA

7.2 - 1,834

3-Aug-10 p Bp Exploration Company (Colombia) Limited


Talisman Energy Inc; Ecopetrol SA

Bp plc - 1,750

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

Top DEALS & ExpECTED DEALS

LATIN AM

ERICA



TOP 5 LATIN AMERICAN ANNOUNCED DEALS OF ThE MONTh (OCT-10)Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia

1-day beforeDeal value

(US$m)Revenue EBITDA P/E

1-oct-10 p Repsol Brazil (40.00% stake)


China petroleum & Chemical Corporation

Repsol YpF SA - 7,109

15-oct-10 p Supermercado Bretas

Consumer Cencosud SA 0.7 - 813

21-oct-10 C Distribuidora Electrica Centroamericana Dos SA


Empresas publicas de Medellin ESp

Iberdrola, SA; Energias de portugal SA; TECo Energy Inc.

- 746

25-oct-10 p Bp plc (Magnolia oil and gas field) (25.00% stake); Bp plc (Nansen oil and gas field) (50.00% stake); Bp plc (Merganser gas field) (50.00% stake); Bp plc (Zia oil and gas field) (65.00% stake)


Marubeni Corporation Bp Exploration & production Inc

- 650

19-oct-10 C odebrecht oleo E gas Limitada (14.30% stake)


Temasek Holdings pte Ltd odebrecht SA - 400


9

LATIN AM

ERICA

Monthly M&A Insider

PIPelIne of exPected deAls situation target company sector Potential bidder

companyfinancial adviser to bidder (B); target (t); seller (s)

seller company Market cap/est. value (Us$m)

comments

Rumored takeover target

JBS SA Agriculture Minerva SA N/A JBS, the world's largest meatpacker, may sell its Carceres slaughtering plant located in the state of Mato Grosso, said a company officer and an industry source.

Expected deal Tempo Participacoes SA


Amil Participacoes SA; Bradesco Saude SA; Carlyle Global Financial Services Partners Fund

GP Investments Limited

N/A On 15-Oct-10, Tempo Participacoes (TEMP3) made public a 'relevant fact', explaining it is being advised by Pactual BTG and UBS Securities and it is evaluating the merger or disposal of its various businesses.

Rumored takeover target

AleSat Combustiveis SA

Services Louis Dreyfus SAS; Bunge Limited, Petroleo Brasileiro SA; Ultrapar Participaceoes SA; Cosan Limited

Rothschild Darby Overseas Investments, Ltd.

3,500 AleSat Combustiveis SA, a privately held Brazilian chain of about 1,700 gas stations, is holding talks to sell itself in what is being seen as the last sizeable M&A deal in the ongoing consolidation of Brazil’s fuel-distribution industry, said two sources familiar with the matter.

Auction Aguas Nuevas Energy, Mining & Utilities

Macquarie Capital, Morgan Stanley Infrastructure or Marubeni

Banco Santander

350 Banco Santander is negotiating with several buyers about the sale of Aguas Nuevas, the Chilean utility, and it is close to sealing a deal, said a source close to the situation. In February, Banco Santander sent out an information memorandum on Aguas Nuevas and bids were expected the following month. Likely buyers are infrastructure funds, such as Macquarie Capital and Morgan Stanley Infrastructure. A published report in Dec-09 tagged Japanese conglomerate Marubeni as a potential buyer. The source could not comment on potential deal value, but it has been reported that Aguas Nuevas could be worth US$350m. The utility has 356,000 customers and an 8.80% share of the Chilean water market. Santander Infrastructure Fund II, which specializes in infrastructure assets, acquired the Chilean utility last year from Grupo Solari.

Expected deals based on confirmed announcements by companies involved

010

LATIN AM

ERICA

Monthly M&A Insider

LEAgUE TABLES

VALUEYTD

31-Oct-10house Value

(US$m)Deal count

1 Credit Suisse 70,398 27

2 Citigroup 49,753 10

3 Bank of America Merrill Lynch 24,328 15

4 Morgan Stanley 17,711 7

5 BTg pactual 14,977 27

6 Credit Agricole CIB 11,732 7

7 goldman Sachs 11,201 8

8 Caixa Banco de Investimento 11,038 5

9 UBS Investment Bank 10,768 8

10 Banco Espirito Santo de Investimento 9,886 4

11 Mediobanca 9,746 1

12 Sg 9,746 1

13 Rothschild 9,712 8

14 Allen & Company 9,262 3

15 JpMorgan 8,956 11Source: mergermarket

VoLUME

The financial advisor league tables by value and volume have been run from 1-Jan-10 to 31-oct-10 and exclude lapsed and withdrawn deals. The tables cover all sectors andare based on the geography of either the target, bidder or seller being Latin American.

YTD 31-Oct-10

house Value (US$m)

Deal count


2 BTg pactual 14,977 27


4 JpMorgan 8,956 11




8 Rothschild 9,712 8

9 Banco Itau BBA 6,695 8


11 Credit Agricole CIB 11,732 7

12 HSBC Bank 3,482 7

13 Deutsche Bank 6,855 6

14 Santander global Banking and Markets 4,707 6

15 Caixa Banco de Investimento 11,038 5Source: mergermarket

TOP 15 FINANCIAL ADVISORS – LATIN AMERICA

VALUEYTD

31-Oct-10house Value

(US$m)Deal count

1 Dewey & LeBoeuf 34,628 3

2 Skadden Arps Slate Meagher & Flom 19,898 11

3 Allen & overy 16,367 5

4 Cleary gottlieb Steen & Hamilton 15,488 8

5 Souza, Cescon Avedissian, Barrieu e Flesch Advogados 14,630

6

6 Machado Meyer Sendacz e opice 14,505 18

7 Latham & Watkins 13,909 7

8 Tozzini Freire Teixeira E Silva Advogados 13,478 13

9 Uria Menendez 13,269 7

10 Freshfields Bruckhaus Deringer 13,090 3

11 Demarest e Almeida 11,616 17

12 Simpson Thacher & Bartlett 10,318 9

13 Cuatrecasas, goncalves pereira 10,091 4

14 De Brauw Blackstone Westbroek 9,746 1

15 garrigues 9,746 1Source: mergermarket

VoLUME

The legal advisor league tables by value and volume have been run from 1-Jan-10 to 31-oct-10 and include lapsed and withdrawn deals. The tables cover all sectors andare based on the geography of either the target, bidder or seller being Latin American.

YTD 31-Oct-10

house Value (US$m)

Deal count

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

3,395 20

2 pinheiro Neto Advogados 7,290 19

3 Machado Meyer Sendacz e opice 14,505 18

4 Demarest e Almeida 11,616 17

5 Barbosa, Mussnich & Aragao 6,377 15

6 Tozzini Freire Teixeira E Silva Advogados 13,478 13

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

945 12


9 Azevedo Sette Advogados 3,387 10


11 prieto & Carrizosa 1,407 9



14 Uria Menendez 13,269 7

15 Davis polk & Wardwell 8,700 7Source: mergermarket

TOP 15 LEGAL ADVISORS – LATIN AMERICA

11

LATIN AM

ERICA

Monthly M&A Insider

TREND gRApHS

LATIN AMERICAN M&A qUARTERLY TREND

VALUE VoLUME

0

10,000

20,000

30,000

40,000

50,000

60,000

70,000

Q410*

Q 10

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q 07

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

Valu

e (U

S$m

)

0

25

50

75

100

125

150

175

Q410*

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

Num

ber

of d

eals


LATIN AMERICAN M&A qUARTERLY MID-MARKET TREND

VALUE VoLUME

0

1,000

2,000

3,000

4,000

5,000

6,000

Q410*

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

Valu

e (U

S$m

)

0

20

40

60

80

100

Q410*

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

Num

ber

of d

eals

12

LATIN AM

ERICA

Monthly M&A Insider

Trend graphs

LATIN AMerIcAN M&A SecTor BreAkdowN YTd 2010

value volume

26.5%

8.7%

1.2%

6.0%

1.0%

1.8%0.9%

1.1%

0.5%

35.7%

8.0%

8.4%


Consumer


FinancialServices

Business Services

TMT

Leisure

Transport


Agriculture

Construction

Real Estate

16.1%

20.6%

1.2%1.8%

4.2%

5.1%

10.4%

10.1%12.2%

4.8%

4.2%

9.3%


Consumer


FinancialServices

Business Services

TMT

Leisure

Transport


Agriculture

Construction

Real Estate

LATIN AMerIcAN M&A quArTerLY prIvATe equITY TreNd

value volume

0

3

6

9

12

15

Q410*

Q3 10

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

Num

ber

of d

eals

Latin American buyouts

Latin American exits

0

500

1,000

1,500

2,000

2,500

Q410*

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

Valu

e (U

S$m

)

Latin American buyouts

Latin American exits

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NORTH AMERICAA MERgERMARkET M&A REpORT ON

13Monthly M&A Insider

Shareholder activism and M&AShareholder activism has been a critical component of the buyout of Houston-based energy company Dynegy Inc. by The Blackstone group, which currently stands as the largest private equity buyout of 2010 to date at US$4.9bn. The deal, still pending in Nov-10 as this publication goes to print, faced significant resistance along the way from activist shareholder Carl Icahn and serves as a prime example of the powerful influence activists can have on the outcome of proposed transactions.

In the protracted battle, which began after the deal’s announcement in Aug-10, Icahn and Dynegy management expressed markedly different views on the transaction’s costs and benefits. Icahn argued that the US$4.50 per share bid put forth by Blackstone undervalued the business, while Dynegy management urged shareholders to accept the offer which just weeks ago appeared unlikely to climb any higher. Indeed, there were no competitive offers on the table and Blackstone was quite firm in saying it had no intention of raising what it considered to be a reasonable price. The private equity firm’s bid ultimately increased by 11.1% to US$5.00 per share, however, not long after Icahn himself extended a US$2.0bn line of credit to Dynegy to address the liquidity concerns that would otherwise be remedied by a Blackstone deal. The conflicting views of Icahn and Dynegy management proved critical in increasing competition on both sides and ultimately raising the deal value from the US$4.7bn originally expected.

Another case in which Icahn is playing a major role is the ongoing saga of Lions gate Entertainment. Icahn Enterprises, the investment vehicle headed by Icahn himself, announced its plan to acquire Lions gate for US$1.3bn this past Feb-10.

The deal is still pending, but it nevertheless showcases

the link between activism and M&A, as Icahn could prove highly influential in dictating the terms, conditions and even the post-merger strategy of a potential deal. Lions gate plans to merge with Metro-goldwyn-Mayer (MgM), or more specifically its acquisition of the MgM film library, have been met with serious concerns from Icahn. Declining DVD sales was just one factor cited as a reason against the acquisition, as well increasing its exposure to a risky media segment. Indeed, these assets could very well decline in value given the rapidly changing landscape of the broader industry. It remains to be seen whether a Lions gate-MgM deal will play out before the year’s end, but it is safe to say that Icahn will have a strong presence in the negotiation process of a potential transaction.

Activist shareholders and companies’ management teams do indeed have conflicting views when it comes to growth and M&A strategies, but shareholder activism is not always contentious. In some cases, activist suggestions are welcomed rather than resisted. For example, Fortune Brands, the Deerfield, Illinois-based consumer products company with a market cap of approximately US$9.0bn, is inviting constructive criticism from its activist investors who are apparently eyeing potential asset sales and divestitures.

Late last month, mergermarket intelligence indicated that activist hedge fund pershing Square Capital Management, led by founder and trustee Bill Ackman, stated in an SEC filing that the company’s shares were undervalued, and since then Fortune Brands has made it clear that it is ready and willing to discuss value-enhancing options. These discussions appear to be in full-force now, and could trigger a small flurry of M&A deals involving the eclectic mix of companies

ShAreholder ActIvISM: M&A roAdblock or M&A drIver?

SHAREHOLDER ACTIVISM INSIgHT, A REpORT pUBLISHED THIS MONTH By MERgERMARkET IN ASSOCIATION wITH US-BASED LAw FIRM SCHULTE, ROTH & ZABEL, INDICATED THAT ExECUTIVES AND INVESTORS ALIkE ARE BRACINg FOR AN INCREASE IN SHAREHOLDER ACTIVISM OVER THE NExT 12 MONTHS, DRIVEN By ExCESS CASH ON COMpANIES’ BALANCE SHEETS AND UNSATISFACTORy FINANCIAL pERFORMANCE. wITH SHAREHOLDER ACTIVISM BECOMINg AN INCREASINgLy TOpICAL ISSUE, IT wOULD AppEAR THE RISE IN ACTIVISM IS ALREADy UNDERwAy. ACTIVISTS HAVE FEATURED HEAVILy IN THE HIgH-pROFILE SAgAS OF JC pENNEy AND BARNES & NOBLE, AND ARE NOw pROVINg TO BE HIgHLy EFFECTIVE IN DETERMININg THE OUTCOME OF M&A TRANSACTIONS. MERgERMARkET INTELLIgENCE pUBLISHED IN RECENT MONTHS SUggESTS THIS wILL CONTINUE INTO THE FORESEEABLE FUTURE AS INVESTORS ACROSS THE BOARD BECOME MORE VOCAL AND INVOLVED IN COMpANIES’ gROwTH STRATEgIES.

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Monthly M&A Insider

under the Fortune umbrella. Fortune’s spirits business encompasses premium liquors like Jim Beam, Courvoisier and Maker’s Mark, for which potential suitable buyers include Diageo and Bacardi. The home goods business of Fortune is expansive, covering everything from faucets (Moen) to doorways (Therma-Tru) to combination locks (MasterLock), while its golf division covers the #1 balls, putters, gloves and footwear for the sport, and could be pitched to Callaway golf, Nike and other competitors.

More activism-inspired M&A to come Examples of investors influencing companies’ acquisition or divestiture plans can be found in virtually every sector and are not necessarily limited to the large-cap crowd. mergermarket intelligence in recent months points to several instances in which shareholder activism could mushroom into M&A deals for lower-profile firms.

In the biotechnology sector, Immunor, a US-based producer of automated systems aiding in blood transfusions, is 13.00% owned by activist investment firm ValueAct Capital Management. ValueAct, which sits on the Immucor board, was instrumental in Valeant pharmaceutical’s US$3.2bn reverse merger with Biovail last month, and could be just as effective in prompting an Immucor sale as the company already exhibits a few key features that make it ripe for activist-inspired M&A. Immucor is not running an active sale process at the moment, but a source told this news service last month that the company is nevertheless being circled by at least two financial sponsors. Immucor is considered a prime LBO candidate due to its low valuation, stable cash flows and debt-free balance sheet, and because it boasts high but predictable growth prospects. By the same token, the company may find financial sponsors appealing as it seeks access to funding in a sector where fresh capital for research and development is critical. potential interested parties are thought to include Apax partners, Blackstone, kkR, Tpg, warburg pincus and welsh, Carson, Anderson & Stowe.

In the Financial Services sector, Sterling Bancshares is a more cryptic example, but still one worth keeping on the radar. The Houston, Texas-based community bank has all the makings of an attractive target in an activist-driven deal: the underperforming bank boasts attractive branch networks,

a low valuation and appears to be on the radar of strategic buyers already, and it also has vocal, dissatisfied activist investors. Sterling’s top shareholder TAC Capital recently voiced its frustration over the bank’s financial performance and its plans to nominate five new members to the Sterling board, while at the same time another Sterling investor BB&T expressed interest in acquiring a Texas bank. The language surrounding this particular case is a bit puzzling as BB&T has not directly expressed interest in buying Sterling, which has approximately US$5.0bn under management, but BB&T CEO kelly king did specify to this news service, on the sidelines of a conference, that the bank made clear that the bank was interested in acquiring a Texas-based bank with more than US$3.0bn in assets. Industry bankers predicted Sterling would attract plenty of interest from perspective buyers beyond BB&T. Among the names floated were BOk Financial, BBVA, Cullen/Frost Bankers, Comerica and prosperity Bancshares.

Implications for the futureRecent and potential shareholder activism highlights interesting issues, and has forced management, investors and potential acquirers as well as competitors to weigh the value of companies and their prospects for the future. The pros and cons of proposed deals are brought into the foreground, as was the case for Dynegy and Lions gate, so issues that might otherwise remain in the boardroom, including the details of valuations and potential synergies, make their way onto a more public forum and become part of a more interactive debate. The prominence of shareholder activism in the headlines could even trigger new reform by drawing attention to the specific activist tactics used in these cases. Indeed, investors’ ability to purchase large amounts of a company (sometimes slowly and quietly over time), poison pills and staggered board elections are just a few of the elements brought out by recent activism that have led to scrutiny analysis from journalists, legal advisors, financial advisors and executives. with a high volume of shareholder disputes, and also a number of companies whose investors are well aware of M&A opportunities, it seems shareholder activism could prove a significant force behind M&A deal flow in the coming months.

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target: genzyme Corporation Announced: 4-Oct-10

bidder: Sanofi-Aventis SA deal value: US$17.86bn

Seller: - deal nature: Unsolicited, Hostile, Acquisition, Transatlantic, public

StrUctUre• Unsolicited Tender Offer: As a result of continued failed

attempts by Sanofi-Aventis (SNy), a French corporation, to engage in constructive discussions with genzyme Corporation (gENZ), a Massachusetts corporation, Sanofi-Aventis launched an unsolicited tender offer to acquire all outstanding shares of genzyme.

• genzyme, a US-based company headquartered in Cambridge, MA, is a biotechnology company. The company’s products and services are focused on rare inherited disorders, kidney disease, orthopedics, cancer, transplant, and immune disease.

• Sanofi-Aventis, a France-based company headquartered in paris, is a global pharmaceutical company.

terMS• US$69.00 per gENZ share.

• The offer provides a premium of 27.4% based on gENZ’s closing share price of US$54.17 on 22-Jul-10, one day prior to press speculation that SNy made an approach to acquire gENZ.

• The implied equity value of the transaction is approximately US$17.58bn.

FINANcING• SNy’s offer is fully financed and is not subject to a

financing contingency. SNy has secured financing of up to US$15.00bn for its offer from BNp paribas, Jp Morgan Europe Limited and Societe generale.

rAtIoNAle• SNy’s global reach and significant resources would

allow gENZ to accelerate investment in new treatments, enhance penetration in existing markets and expand further into emerging markets. The combination of both companies would create a global leader in developing and providing novel treatments, giving both companies significant new growth opportunities.

coNdItIoNS • EC (Europe) • HSR (USA) • JFTC (Japan)

• CADE (Brazil)• kFTC (Japan)

• gENZ board approval of tender offer and subsequent merger such that the restrictions on business combinations with interested shareholders under the general Laws of Massachusetts will be inapplicable.

• No transactions of other actions by gENZ that would impair completion of tender offer of diminish gENZ’s value to SNy.

• Majority tender of outstanding shares.

teNder oFFer expIrAtIoN• The tender offer period expires on 10-Dec-10.

poSt deAl detAIl• SNy intends to request that some or all of the current

members of the gENZ board resign and that SNy’s designees be elected to fill the vacancies so created.

bAckGroUNd oF the MerGer:• SNy contacted gENZ on 23-May-10 regarding a potential

transaction. gENZ postponed discussions until after its 2010 annual meeting in light of a proxy contest with Carl Icahn. On 9-Jun-10, gENZ announced a settlement to appoint two directors designated by Mr. Icahn. Starting on 2-Jul-10, various media outlets published rumors that SNy was contemplating acquiring a large biopharmaceutical company in the United States. gENZ informed SNy on 10-Jul-10 that it decided not to explore a transaction at that time. The wall Street Journal reported on 23-Jul-10 that SNy had approached gENZ. On 29-Jul-10, SNy sent a written proposal to acquire gENZ for US$69 per share. gENZ rejected the offer on 11-Aug-10, finding it opportunistic because of gENZ’s depressed share price due to recent manufacturing setbacks. gENZ authorized its financial advisors, Credit Suisse and goldman Sachs, to meet with SNy but were not authorized to discuss the proposal. On 29-Aug-10, SNy publicly disclosed its takeover attempt. gENZ remained unwilling to engage in constructive discussions and suggested that SNy withdraw and reconsider its offer in 2011. As a result, SNy launched a hostile tender offer on 4-Oct-10.

DEAL OF THE MONTH

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Monthly M&A Insider

Advisors

target/Seller bidder

Financial goldman SachsCredit Suisse

Financial Jp MorganSociete generaleBNp parabas SA

legal wachtell, Lipton, Rosen & katzFried Frank Harris Shriver & Jacobson LLpRopes & gray LLp

legal weil gotshal & Manges LLp

pr kekst and Company pr Abernathy Macgregor group

DEAL OF THE MONTH

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top 15 North AMerIcAN ANNoUNced deAlS For Ytd 31-oct-10 Announced Status target company Sector bidder company Seller company exit multiples (x) bid premia

1-day beforedeal value

(US$m)revenue ebItdA p/e

18-Aug-10 p potash Corporation of Saskatchewan Inc


BHp Billiton Ltd 10.5 27.9 40 Loss 41,908

22-Apr-10 p Qwest Communications International Inc

TMT CenturyLink 1.8 5.2 15.9 15.0% 22,153

4-Oct-10 p genzyme Corporation pharma, Medical & Biotech

Sanofi-Aventis SA 4.0 18.6 44.8 Loss 17,864

8-Mar-10 C American Life Insurance Company

Financial Services

MetLife American International group

n/a n/a - 15,544

25-Feb-10 C Coca-Cola Enterprises Inc (North American operations)

Consumer The Coca-Cola Company

Coca-Cola Enterprises

- 12,280

21-Feb-10 C Smith International Inc Energy, Mining & Utilities

Schlumberger Limited

1.5 12.7 67.4 18.1% 12,198

19-Jan-10 C The williams Companies Inc (certain gas pipeline and domestic midstream businesses)


williams partners The williams Companies

- 11,750

7-Sep-10 p Enterprise gp Holdings Lp


Enterprise products partners Lp

0.4 3.3 39.0 15.6% 9,121

11-Feb-10 p Allegheny Energy Inc Energy, Mining & Utilities

FirstEnergy Corp 2.6 7.5 12.0 31.6% 8,960

9-Mar-10 p Merial Limited; and Intervet/Schering-plough Animal Health

pharma, Medical & Biotech

Merial-Intervet Merck & Co; and Sanofi-Aventis SA

- 8,250

28-Apr-10 p E.ON US LLC Energy, Mining & Utilities

ppL Corporation E.ON Ag - 7,625

11-Mar-10 C Devon Energy Corporation (Assets in the deepwater gulf of Mexico, Brazil and Azerbaijan)


Bp plc Devon Energy Corporation

- 7,000

11-Feb-10 p Airgas Inc Industrials & Chemicals

Air products & Chemicals

1.8 10.8 27.1 3.6% 6,999

18-Oct-10 p NSTAR Energy, Mining & Utilities

Northeast Utilities 2.3 6.5 17.0 1.9% 6,948

28-Feb-10 C Millipore Corporation pharma, Medical & Biotech

Merck kgaA 4.1 16.3 34.0 13.3% 6,760


TOp DEALS & ExpECTED DEALS

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top 5 North AMerIcAN ANNoUNced deAlS oF the MoNth (oct-10) Announced Status target company Sector bidder company Seller company exit multiples (x) bid premia

1-day before

deal value

(US$m)revenue ebItdA p/e

4-Oct-10 p genzyme Corporation


Sanofi-Aventis SA 4.0 18.6 44.8 [Loss] 17,864

18-Oct-10 p NSTAR Energy, Mining & Utilities

Northeast Utilities 2.3 6.5 17.0 1.9% 6,948

27-Oct-10 p CommScope Inc TMT The Carlyle group, LLC

1.2 8.1 36.6 4.2% 3,671

12-Oct-10 p king pharmaceuticals Inc


pfizer Inc 1.9 7.4 38.5 40.4% 3,316

6-Oct-10 p Dresser, Inc Industrials & Chemicals

general Electric Company

First Reserve Corporation; Riverstone Holdings LLC

1.5 9.4 - 3,000


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Situation target company Sector potential bidder company

Financial advisor to bidder (b); target (t); seller (S)

Seller company

Market cap/ est. value (US$m)

comments

Expected deal Novell TMT Elliott Associates

(T) Jp Morgan 2,084 Elliott Associates, (together with funds under common management), a significant institutional stockholder of Novell, offered to purchase the entire company for US$5.75 per share in cash, which implies an enterprise value net of cash of US$1.00bn. The firm sent a letter to the Board of Directors of the Company explaining its offer.

Expected deal Dollar Thrifty Automotive group


Avis Budget group,

(B) Citigroup 1,281 Avis Budget group would like to make a substantially higher offer to acquire Dollar Thrifty. Dollar Thrifty had recently signed a definitive agreement to be acquired by Hertz for approximately US$41.00 per share.

Expected deal Mediacom Communications Corporation

TMT Media's founder, Chairman and CEO, Rocco B. Commisso

(B) Bank of American Merrill Lynch, (B) Jp Morgan Securities, (T) Barclays Capital

475 Mediacom Communications Corporation's Board of Directors received a non-binding proposal from Mediacom’s founder, Chairman and Chief Executive Officer, Rocco B. Commisso, for a going private transaction. The proposal contemplates the acquisition of all of the Class A and Class B shares of Mediacom common stock not already beneficially owned by Mr. Commisso at a price of US$6.00 per share in cash.

Expected deal California pizza kitchen

Leisure Undisclosed Bidder

(B) Moelis & Company

439 California pizza kitchen (CpkI) announced that its Board of Directors has authorized management to consider a wide range of financial and strategic alternatives to enhance shareholder value. The Company has engaged Moelis & Company, a global investment bank, to be its exclusive financial advisor in this review. California pizza kitchen, a US-based company headquartered in Los Angeles, CA, is a casual dining restaurant chain with a particular focus on the pizza segment.

Expected deal galleon Energy Energy, Mining & Utilities

Undisclosed Bidder

(T) Cormark Securities, gMp Securities, Macquarie Capital Markets Canada

410 galleon Energy’s financial advisors are already talking with potential buyers. galleon announced it had retained gMp Securities, Cormark and Macquarie Capital to review strategic alternatives, which will lude a number of options, luding an outright sale or disposal of a material portion of its assets.

Expected deal playboy Enterprise Media The Hefner Family

187 playboy Enterprises, Inc. (pEI) announced that its board of directors has formed a special committee consisting of Sol Rosenthal and Shing Tao to evaluate and determine the company's response to the proposal made by Hugh M. Hefner ('Hefner') on 9-Jul-10 to acquire all of the outstanding shares of Class A and Class B common stock of pEI not currently owned by Hefner for US$5.50 per share in cash.

Expected deals are based on confirmed announcements by companies involved.

pIpelINe oF North AMerIcAN expected deAlS


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LEAgUE TABLES

VALUEYtd

31-oct-10house value

(US$m)deal count


2 Barclays Capital 210,484 88

3 JpMorgan 187,351 90




7 Deutsche Bank Ag 119,053 77

8 Lazard 93,053 85

9 Citigroup Inc 92,936 66


11 RBC Capital Markets 76,439 78

12 BNp paribas SA 60,564 8

13 TD Securities 56,442 43

14 perella weinberg partners 48,777 17

15 Evercore partners 46,722 23

16 Santander global Banking and Markets 46,179 5

17 Royal Bank of Scotland group plc 45,878 12

18 Blackstone group Holdings 35,838 17

19 Tudor, pickering, Holt & Co 31,537 24

20 greenhill & Co 26,570 21Source: mergermarket

VOLUME

The financial adviser league tables by value and volume have been run from 1-Jan-10 to 31-Oct-10 and exclude lapsed and withdrawn deals. The tables cover all sectors andare based on the geography of either the target, bidder or seller being US or Canadian.

Ytd 31-oct-10

house value (US$m)

deal count





5 JpMorgan 187,351 90



8 Lazard 93,053 85

9 RBC Capital Markets 76,439 78

10 Deutsche Bank Ag 119,053 77

11 Jefferies & Company 25,689 67


13 Houlihan Lokey 10,907 60

14 ABN AMRO Rothschild 22,725 54

15 TD Securities 56,442 43

16 CIBC world Markets 20,177 37

17 Macquarie group Limited 9,501 37

18 kpMg 3,222 36

19 Harris williams & Co 1,127 34

20 Lincoln International 4,731 33Source: mergermarket

top 20 FINANcIAl AdvISorS – North AMerIcA

VALUEYtd


(US$m)deal count




4 Latham & watkins 147,921 149

5 Sullivan & Cromwell 139,879 107

6 weil gotshal & Manges 118,842 91

7 Blake, Cassels & graydon 113,953 77

8 wachtell, Lipton, Rosen & katz 106,669 46

9 Slaughter and May 94,213 21

10 Davis polk & wardwell 93,347 60

11 Cravath Swaine & Moore 88,269 41

12 Debevoise & plimpton 83,638 34

13 Jones Day 83,632 159


15 Fried Frank Harris Shriver & Jacobson 78,141 40

16 Shearman & Sterling 74,607 68

17 Stikeman Elliott 72,892 73

18 gibson Dunn & Crutcher 61,924 77

19 Vinson & Elkins 53,514 46

20 Baker Botts 51,291 32Source: mergermarket

VOLUME

The legal adviser league tables by value and volume have been run from 1-Jan-10 to 31-Oct-10 and exclude lapsed and withdrawn deals. The tables cover all sectors and are based on the geography of either the target, bidder or seller being US or Canadian.

Ytd 31-oct-10

house value (US$m)

deal count

1 Jones Day 83,632 159

2 Latham & watkins 147,921 149

3 kirkland & Ellis 39,917 143


5 DLA piper 7,454 113



8 weil gotshal & Manges 118,842 91


10 gibson Dunn & Crutcher 61,924 77



13 wilson Sonsini goodrich & Rosati 16,016 71

14 k&L gates 15,546 70


16 Morgan Lewis & Bockius 11,366 65

17 Hogan Lovells 15,187 61



20 Baker & Mckenzie 20,687 59Source: mergermarket

top 20 leGAl AdvISorS – North AMerIcA

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LEAgUE TABLES

VALUE VOLUME

The private equity buyout activity tables by value and volume are based on private equity firms advising the bidder on buyout deals where the dominant geography of the target company is US or Canadian. The tables by value and volume have been run from 1-Jan-10 to 30-Oct-10 and exclude lapsed and withdrawn deals.

top 5 prIvAte eqUItY FIrMS bY North AMerIcAN bUYoUtS

VALUE

Ytd 31-oct-10

house value (US$m)

deal count

1 The Carlyle group 6,792 6

2 Riverstone Holdings 5,745 3

3 kohlberg kravis Roberts & Co 4,700 1

4 Thomas H Lee partners 4,500 2

5 Apax partners 4,209 4Source: mergermarket

VOLUME

The private equity exit activity tables by value and volume are based on private equity firms advising the vendor on exit deals where the dominant geography of the target company is US or Canadian. The tables by value and volume have been run from 1-Jan-10 to 31-Oct-10 and exclude lapsed and withdrawn deals.

Ytd 31-oct-10

house value (US$m)

deal count

1 Intel Capital 30 8

2 Highland Capital partners 471 7


4 Investor growth Capital 416 6

5 Mayfield Fund 294 6Source: mergermarket

top 5 prIvAte eqUItY FIrMS bY North AMerIcAN exItS

Ytd 31-oct-10

house value (US$m)

deal count



3 Tpg Capital 8,807 14

4 Bain Capital 6,892 9

5 Silver Lake partners 6,383 5Source: mergermarket

Ytd 31-oct-10

house value (US$m)

deal count


2 Tpg Capital 8,807 14

3 warburg pincus 5,570 13

4 kohlberg kravis Roberts & Co. 5,588 11

5 Sun Capital partners 360 10Source: mergermarket

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TREND gRApHS

North AMerIcAN M&A qUArterlY treNd

0

100,000

200,000

300,000

400,000

500,000

600,000

Q410*

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

Valu

e (U

S$m

)

0

200

400

600

800

1,000

1,200

1,400

Q410*

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

Num

ber

of d

eals

North AMerIcAN M&A qUArterlY MId-MArket treNd

VALUE VOLUME

0

5,000

10,000

15,000

20,000

25,000

30,000

35,000

40,000

Q410*

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

Valu

e (U

S$m

)

0

100

200

300

400

500

600

Q410*

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

Num

ber

of d

eals


VALUE VOLUME

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Monthly M&A Insider

TREND gRApHS

North AMerIcAN M&A Sector breAkdowN Ytd 2010

VALUE VOLUME

30.2%

13.1%

6.3%

8.4%

7.6%

14.0%

0.8%1.4%

0.1%0.8%

13.5%

1.7%

2.1%


Financial Services

Business Services

Consumer


TMT

Leisure

Transportation


Construction

Agriculture

Real Estate

Defence

14.1%

14.1%

11.5%

12.9%

10.1%

8.1%

3.2%

1.4%

1.0%

0.8%

19.2%

0.4%

3.1%Industrials & Chemicals

Financial Services

Business Services

Consumer


TMT

Leisure

Transportation


Construction

Agriculture

Real Estate

Defence

North AMerIcAN M&A qUArterlY prIvAte eqUItY treNd

0

25,000

50,000

75,000

100,000

125,000

150,000

175,000

200,000

225,000

Q410*

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

Valu

e (U

S$m

)

North American buyouts

North American exits

0

25

50

75

100

125

150

175

200

225

250

275

300

Q410*

Q310

Q210

Q110

Q4 09

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

Num

ber

of d

eals

North American buyouts

North American exits

VALUE VOLUME

24

NORTH

AMERICA

Monthly M&A Insider

TREND gRApHS

North AMerIcAN M&A deAl SIze breAkdowN

VALUE VOLUME

0

100

200

300

400

500

600

700

800

900

1,000

H210

H110

H209

H109

H208

H108

H207

H107

H206

H106

H205

H105

H204

H104

> US$501m

US$251m-US$500m

US$101m-US$250m

US$15m-US$100m

US$5m-US$14.9m

Valu

e (U

S$bn

)

0

500

1,000

1,500

2,000

2,500

3,000

H210

H110

H209

H109

H208

H108

H207

H107

H206

H106

H205

H105

H204

H104

Num

ber

of d

eals

> US$501m

US$251m-US$500m

US$101m-US$250m

US$15m-US$100m

US$5m-US$14.9m

Value not disclosed

ASIA-PAcIfIc

A mergermArket m&A report on


ASIA-pAcIfIc

khazanah nasional is the investment holding arm of the malaysian government, with its prime minister and minister of finance Dato’ Sri mohd najib bin tun Hj Abdul razak as the chairman. It makes strategic investments that contribute to nation building, with an aim of promoting economic growth on behalf of the government. their goal is to achieve malaysia’s Vision 2020, which states that malaysia must be a comprehensively developed country by 2020, both economically, politically, socially and culturally.

khazanah often takes an active approach to their portfolio companies, holding management control and a substantial stake in them, and transforming government-linked companies to high-performing entities. khazanah’s successful bid for parkway Holdings is its largest acquisition overseas, and proves the geographic flexibility of the fund when it is in-line with their investment strategy.

khazanah has significant investments in the financial Services, Healthcare, Infrastructure, tmt, energy, and transportation sectors, with a total mark-to-market realisable value of mYr92.00bn (approx. US$27.00bn) at the end of 2009. In 2010, kazanah’s focus has been in the Healthcare, Infrastructure and financial Services sector. In oct-10, however, khazanah commented on malaysia’s Budget 2011, revealing their interest in working with the government vision of investing in intangible capital and soft infrastructure, such as human capital development and corporate social responsibility. thus, besides essential investments for national benefits, the market should expect to see khazanah entering into the education and business services sector in the near future.

SGX acquiring ASXthe Singapore exchange (SgX) has signed a stock-and-cash deal to acquire the Australian Securities exchange (ASX), via a scheme of arrangement, with a total consideration of over US$8.20bn, which is a 37.3% premium to their last trade.

this is the first merger between stock exchanges in Asia and when successfully completed, will create the second largest exchange by market capitalisation in Asia, whilst being Asia-pacific’s largest (and the world’s second biggest) base of institutional investors with combined assets under management of over US$2.30tn. the companies said that they hoped to close the deal in the second quarter of 2011, but it is still subject to regulatory approvals and, more specifically, whether the treasurer will waive the regulation that restricts a single investor to hold more than 15.00% of ASX.

the transaction is expected to boost competition and trigger further m&A in the region. ronald Arculli, chairman of Hong kong exchanges and clearing (Hkex), expressed his concern over its impact on their own plan. In march, Hkex announced its three-year strategic plan, in which one of their core strategies would be attracting new international listings from emerging markets, in particular companies operating in the metals and mining and traditional or alternative energy sectors. Should the Australian and Singaporean bourses merge, they would list a combined US$484.80bn of mining, chemical and energy companies, more than the US$390.00bn offered by Hkex. this will make it harder for Hong kong to win offerings by commodity companies and achieve its expansion plan.

the merger aims at cutting costs and attracting large institutional investors. nonetheless, SgX and ASX will continue to operate as separate businesses, which will make the cost-saving effect less compelling. Despite the uncertainty, ASX closed at AUD40.62 on the day of the announcement, 16.19% higher than their last trade, due to the substantial premium of the offer price.

The IMpAcT And STrATeGIeS of KhAzAnAh, MAlAySIA’S SovereIGn WeAlTh fund

kHAzAnAH, mAlAYSIA’S SoVereIgn weAltH fUnD, HAS Been one of tHe moSt ActIVe entItIeS In mAlAYSIAn m&A DUrIng 2010. In tHe YeAr-to-DAte, kHAzAnAH HAS tAken pArt AS BIDDer In tHree DeAlS totAllIng US$8.49Bn, repreSentIng 17.8% of tHe totAl DeAl VAlUe of US$47.77Bn Seen In SoUtH eASt ASIA. kHAzAnAH HAD Been DefenSIVe Before mID-2009, reflectIng ItS crISIS-mAnAgement moDe, BUt It HAS Become more ActIVe SInce, AccorDIng to mAnAgIng DIrector tAn SrI AzmAn mokHtAr. tHe moSt SIgnIfIcAnt DeAlS InclUDe ItS offer for pArkwAY HolDIngS, tHe SIngApore HeAltHcAre proVIDer, for US$2.86Bn, AnD ItS offer for plUS eXpreSSwAYS, tHe mAlAYSIAn eXpreSSwAY operAtIon SerVIceS proVIDer.

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Monthly M&A Insider

ASIA-pAcIfIc

the deal specifics indicate that they are. Bfg, the Shanghai-based state-owned food giant is eyeing up maryborough Sugar factory (mSf), an Australian company engaged in growing sugar cane and manufacturing raw sugar, with a market capitalisation of US$165m. earlier this year, Bfg, which certainly has an m&A sweet-tooth, was outbid by Singapore’s wilmar International for the sugar division of Australia’s cSr ltd, highlighting their determination to force their way into the antipodean foods and dairy market.

the latter came to a head in early July 2010, when the dairy subsidiary of Bfg, passed a resolution to purchase 51.00% stake in Synlait milk, a new zealand-based milk products company for a cash consideration of US$59m. Synlait milk had sales of US$117m and net loss of US$3.63m in the latest financial year. while the deal is still waiting to complete, Bfg is already longing for more.

Bfg is reportedly among the bidders for other food companies, namely gnc, the pittsburgh-based vitamin retail chain and Yoplait, the well-known yoghurt brand jointly owned by french private equity group pAI and the farmers’ cooperative Sodiaal. According to gnc’s latest press release, over the first nine months of 2010, it reported consolidated revenues of US$1.37bn while its long term debt stands at US$1.04bn. this debt level might be an early warning for potential bidders. Yoplait, meanwhile, has drawn interest from not only the french, but also buyers with strong emerging market credentials who want to introduce Yoplait’s brands to their local geographies.

Another Bfg deal which is currently under the spotlight is the potential acquisition of United Biscuits, the eponymous Uk producer of Jaffa cakes and twiglets. the deal is estimated to worth more than US$3.20bn. the deal, if successful, would be the first major takeover of a British food group by a chinese company.

this prospective acquisition is in line with industry forecasts which forecast a rise in the appetite of (mostly state-owned) emerging market players eyeing opportunities in developed markets as they hope to establish reputable brand names

abroad. Indeed, other chinese companies are also seeking out food and drinks interests overseas. State-owned cofco group, the mainland’s largest importer and exporter of food, is one of them, recently acquiring the assets of chile-based Bisquertt Vineyard for US$18m. At the same time, complant International Sugar Industry, the chinese subsidiary of china national complete plant Import & export, which manages sugar cane plantations, has acquired the Sugar company of Jamaica from the Jamaican government. with sugar prices hitting record highs of late, complant International’s buying of the Jamaican sugar cane producer could be seen as a good opportunity, despite the fact that it has been a loss-making business for the Jamaican government.

the growing appetite of chinese companies to transact abroad might not, however, be easily sated as foreign governments are increasingly concerned about their aggressive approach to conducting cross-border m&A acquisitions. for example, the US government has made recently known its apprehension over the potential acquisition of Sprint nextel, the US telecommunications carrier, by Huawei, the chinese telecom equipment manufacturer. According to the financial times, the US commerce secretary personally called Sprint’s chief executive to express his concerns about the bid.

As the (increasingly affluent) chinese middle class swells at an exponential rate, demand for luxury food products is set to boom. As a result, local manufacturers – having suffered from various food scandals recently – are working towards building up an international image in order to better position themselves in the domestic food market. However, whether they will be successful in doing so remains firmly in the hands of foreign regulatory authorities – many of whom are unlikely to adopt a accommodating stance towards inbound chinese investment.

chInA’S BrIGhT food Group: hunGry for More M&A?

cHIneSe fooD groUpS Are SHowIng tHeIr AppetIte for oUtBoUnD AcqUISItIonS AS cAn Be eVIDenceD BY BrIgHt foot groUp (Bfg) cUrrent BID for mArYBoroUgH SUgAr fActorY (mSf). HoweVer, tHe qUeStIon remAInS – Are tHeY HUngrY for more?

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ASIA-PAcIfIc

Monthly M&A Insider

ASIA-pAcIfIc

the announcement itself did little to clarify the actual deal-specifics, with newspapers across the world merely hinting that the two competitors were looking to acquire raw commodity inputs together. Baosteel especially, is looking to acquire an upstream asset as it does not own any mining concerns. on the other hand, one analyst noted that china Steel is too small to perform in the global m&A arena by itself, ‘they are about 20th in the world by size and therefore are just not strong enough in terms of financing and scale to do this alone’.

And while executives at Baosteel and china Steel are celebrating their recently-inked deal, senior managers at founder and Acer, the chinese and taiwanese personal computer (pc) manufacturers, respectively, were busy implementing their own post-merger integration strategy, which will see Acer – the world’s second-largest producer of pcs – tap into founder’s extensive domestic retail and distribution network. the two firms signed a memorandum of understanding in may 2010 which will hopefully enable Acer to access china’s massive hinterland – as well as propel its market share of the global laptop market from 8.5% this year to 16.9% in 2012.

others are also working out their chances of profiting from the recent warming of cross-straits relations. taiwan’s taian technologies, a local private equity firm, is reportedly seeking in excess of US$300m in order to raise its first chinese Yuan fund. the firm is looking to invest the capital in both chinese and taiwanese biotech businesses, and is targeting a 30.0% rate of return.

meanwhile, on the other side of the water, china coSco and china merchants Holdings, the chinese shipping and logistics giants, are purportedly looking to buy up a combined 40.00% stake in the port of kaohsiung’s 6th container terminal. the stake is calculated to be worth around US$59m, with each acquirer taking an equal portion.

recent historical data also supports this upcoming surge in cross-straits activity, with eight such transactions having been announced since the beginning of the year-to-date. As a result, annual deal flow now stands at its highest level since 2006, and with a duo of prospective purchases firmly in the pipeline, chances are this record will be broken by year-end.

A conducive macroeconomic environment is also contributing to the bottom line as well, with the chinese and taiwanese economies forecasted to expand by 10.3% and 8.4% respectively by the end of 2010. furthermore, low interest rates in taiwan (currently standing at 1.5%) mean that obtaining favorable deal financing is a cinch.

warming political ties between the countries have contributed enormously to the upbeat atmosphere, with ma Jing Yeou’s government having adopted a conciliatory tone with their counterparts in Beijing. Indeed, this relationship ultimately resulted in the signing of the economic co-operation framework Agreement between the two countries in June 2010. the agreement is an important milestone for taiwan, which risked being frozen out of a flurry of free trade deals being made by other Asian countries and china, who previously vetoed attempts by taiwan to sign up to such accords.

finally, potential deal volumes could also be boosted by the recent declaration that china will boost the number of mutual funds that can invest overseas in early 2011 from the current 29 to around 60. with H1 2010 overseas investments totalling some US$64bn, the financial firepower of these funds is not to be sniffed at and if cash-hungry taiwanese businesses play their cards right, cross-strait acquisitions and mergers could stand to benefit hugely from mainland capital.

Yet while the potential payoff for such a transaction might be large, so are the risks. A high proportion of cross-straits deals ultimately met their end in the courtrooms of taipei, the most notable example being primus partners’ and china Strategic Holding’s year-long battle to snap up a controlling stake in nan Shan life Insurance for US$2.15bn. the bid was

croSS-STrAIT deAl floWS – In conTenTIon or juST conTenTIouS?

tHe gAUntlet HAS Been tHrown Down AgAIn. tHe recent AnnoUncement tHAt tAIwAn’S cHInA Steel AnD cHInA’S BAoSteel Are creAtIng A JoInt VentUre to InVeSt In oVerSeAS ore mIneS HAS reIgnIteD tHe DeBAte on wHen – or InDeeD, wHetHer or not – croSS-StrAItS m&A ActIVItY IS lIkelY to trUlY tAke off AnYtIme Soon.

28

ASIA-PAcIfIc

Monthly M&A Insider

ASIA-pAcIfIc

eventually shot down by the taiwanese regulator, with many speculating that the rejection was primarily based around the premise that china Strategic Holdings was somehow linked with the chinese government.

regulatory controversy is also threatening to engulf the largest cross-straits deal to be announced since 2005. the US$2.40bn acquisition of a 60.00% stake in china network Systems, the taiwanese media company, by want want china Holdings, the chinese conglomerate, is being questioned by local legislators, with one in particular worrying that the purchase will cement the mainland’s dominance of the island’s media industry. Another cast doubt on the ability of want want china to finance the transaction given its relative immaturity undertaking cross-border acquisitions.

obstacles exist on the other side of the straits as well. given that more than one-third of all taiwanese acquisitions of chinese businesses since q1 2005 are tmt purchases, the recent announcement that foreign firms looking to buy in china could be excluded from bidding for local tmt targets on the grounds of national security, could prove to be a major blow for taiwanese tmt players attempting to increase

market share on the mainland. the ruling, will mean that chinese telecoms players, for example, will be classified as a nationally-sensitive industry, ultimately meaning that foreign acquisitions of chinese telecoms suppliers would most likely be disallowed.

In summary, cross-straits acquisitions do have a certain logic about them – cultural and linguistic similarities are an important bonus to take into account when conducting any cross-border deal. However, while the rewards are certainly persuasive enough to tempt prospective bidders to hunt down targets on either side of the straits, dealmaking in this part of the world remains a risky business.

ASIA-PAcIfIc


xxTarget: ASX ltd Announced: 25-oct-10

Bidder: Singapore exchange deal value: US$7.25bn

Seller: deal nature: recommended

Singapore exchange, the listed Singapore stock exchange operator, has agreed to acquire ASX limited, its Australian counterpart.

STrucTure• the transaction will be conducted via a scheme of

arrangement.

TerMS• AU$22.0 in cash plus 0.374 SgX shares per ASX share.

• the exchange ratio implies an offer price of AU$48.01 per ASX share (based on SgX closing price of SgD9.54 on 22-oct-10, the last trading day prior to the announcement, AU$0.782 per SgD), subject to a maximum total cash consideration of AU$3.82bn.

• the offer price values the entire share capital of ASX at AU$8.33bn (US$8.19bn based on AU$1.017 per US$).

• It represents a premium of 37.3% over the closing price of AU$34.96 on 22-oct-10, the last trading day prior to the announcement.

fInAncInG• maximum total cash consideration of AU$3.82bn

(US$3.76bn).

• SgX has to issue up to 64.9m shares for the acquisition and ASX shareholders will account for 5.71% of the merged entity.

• SgX has secured financing through an 18 month bridge facility from Anz banking group ltd and Deutsche Bank Ag, Singapore branch.

• It is not the intention of SgX to raise equity prior to the completion of the scheme.

rATIonAle• the new entity will become Asia-pacific’s largest and the

world’s second largest base of institutional investors with combined assets under management of over US$2.30 trillion.

• leading exchange technology, new products and services from combined entity and extended trading hours across two markets.

• this transaction will create the second largest listing venue in Asia-pacific with over 2,700 listed companies from over 20 countries, world’s widest range of Asia-pacific equity, fixed income and commodity derivatives with over 400 contracts from over 10 countries.

BAcKGround• During the last two years, ASX was the subject

of speculation for a possible merger with various counterparts.

• on 1-Jun-07, tokyo Stock exchange agreed to acquire 4.99% stake in Singapore exchange limited (SgX), the listed Singapore-based Stock exchange, for a total consideration of SgD528m (US$342.23).

• on 27-mar-06, ASX limited has agreed to acquire Sfe corporation limited, the Australian derivatives trading and clearing services provider, via a Scheme of Arrangement, for a total value Sfe’s outstanding share cap at AU$2.25bn (US$1.6bn).

BreAK fee• A break fee of AU$30m is applied to ASX and SgX.

condITIonS• Approval from shareholders of ASX at the scheme meeting

(min 75.0% votes required).

• Approval from shareholders of SgX at the egm (min 75.0% votes required).

• Approval from the foreign Investment review Board.

• Approval from the High court ref proposed Scheme.

• Approval from monetary Authority of Singapore.

DeAl of tHe montH

30

ASIA-PAcIfIc

Monthly M&A Insider

DeAl of tHe montH

mergermarket/dealreporter Intelligence

25-oct-10 ASX/SgX to brief opposition this week as shareholders talks begin.

27-oct-10 ASX: SgX to continue engaging shareholders despite mixed reaction.

Advisers

Target/Seller Bidder

financial UBS Investment Bank financial morgan Stanley

legal freehills; Stamford law legal clayton Utz; Allen & gledhill

pr fD pr -

exit multiples – y/e 31-dec-09 premium analysis

Multiples value (Audm) offer price per share (Aud) 47.86

revenue 10.0x 734.9 1 day before 36.90%

eBITdA 15.9x 460.51 1 month before 52.42%

eBIT 15.1x 484.19 1 day after 23.77%

earnings 25.1x 328.14 pre-rumour n/a


ASIA-PAcIfIc

Top 15 ASIA-pAcIfIc Announced deAlS for yTd 31-ocT-10Announced Status Target company Sector Bidder company Seller company exit multiples (x) Bid premia


(uS$m)revenue eBITdA p/e

01-mar-10 l American International Assurance company limited

financial Services

prudential plc American International group Inc

n/a n/a 20.2 - 35,500

24-Aug-10 p the Sumitomo trust & Banking co ltd

financial Services

chuo mitsui trust Holdings Inc

n/a n/a 17.1 -0.7% 9,267

16-Aug-10 p cairn India limited (60.00% stake)

energy, mining & Utilities

Vedanta resources plc

33.0 64.3 61.7 - 9,177

30-mar-10 l AXA Asia pacific Holdings (Asian businesses)

financial Services

AXA SA AXA Asia pacific Holdings limited

n/a n/a 24.7 - 8,645

04-may-10 c lihir gold limited energy, mining & Utilities

newcrest mining limited

8.5 19.9 54.2 9.5% 8,286

25-oct-10 p ASX ltd financial Services

Singapore exchange

10.0 15.9 25.1 36.9% 7,246

10-mar-10 c Shanghai pudong Development Bank (20.00% stake)

financial Services

china mobile group guangdong co ltd

n/a n/a 11.1 -13.1% 5,781

15-oct-10 p plUS expressways Berhad (35.34% stake)

transportation consortium for plUS expressways Berhad

10.5 12.9 21.3 3.7% 5,035

29-Jul-10 c Sanyo electric co ltd (49.95% stake)

Industrials & chemicals

panasonic corporation

0.7 11.1 (loss) -7.4% 4,882

29-Jul-10 c panasonic electric works ltd (49.00% stake)


panasonic corporation

0.6 9.9 103.2 -1.2% 4,698

01-Sep-10 p Shenzhen Development Bank co ltd (31.97% stake)

financial Services

ping An Insurance (group) company of china ltd

n/a n/a 11.0 - 4,269

30-Sep-10 p AIg Star life Insurance co ltd; and AIg edison life Insurance company

financial Services

prudential financial Inc

American International group Inc

n/a n/a - 4,200

31-Aug-10 p Japan Airlines corp transport enterprise turnaround Initiative corporation of Japan

0.2 6.1 (loss) - 4,165

25-Jan-10 c Jupiter telecommunications co ltd (37.80% stake)

tmt kDDI corporation liberty global Inc

3.6 8.3 32.6 64.5% 4,014

21-may-10 c piramal Healthcare Solutions business

pharma, medical & Biotech

Abbott laboratories piramal Healthcare limited

8.3 - 3,720

c = completed; p = pending; l = lapsed Source: mergermarket

top DeAlS & eXpecteD DeAlS

32

ASIA-PAcIfIc

Monthly M&A Insider

Top 5 ASIA-pAcIfIc Announced deAlS of The MonTh (ocT-10)Announced Status Target company Sector Bidder company Seller company exit multiples (x) Bid premia


(uS$m)revenue eBITdA p/e

25-oct-10 p ASX ltd financial Services

Singapore exchange 10.0 15.9 25.1 23.8% 7,246

15-oct-10 p plUS expressways Berhad (35.34% stake)

transportat consortium for plUS expressways Berhad

10.5 12.9 21.3 5.4% 5,035

26-oct-10 p china network Systems co ltd (60.00% stake)

tmt want want china Holdings ltd

mBk partners ltd

- 2,400

19-oct-10 p minerals and metals group


minmetals resources limited

china minmetals non-ferrous metals co ltd

- 1,846

18-oct-10 p petromonagas SA (16.70% stake); nam con Son pipeline and terminal (32.70% stake); phu my 3 Bot power co ltd (33.30% stake); petroperija SA (40.00% stake); Boqueron SA (26.70% stake); and Block 061 (gas production Unit) (35.00% stake)


tnk-Bp Holding oAo Bp plc - 1,800

c = completed; p = pending; l = lapsed Source: mergermarket

33

ASIA-PAcIfIc

Monthly M&A Insider

pIpelIne of ASIA-pAcIfIc eXpecTed deAlSSituation Target company Sector potential bidder

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

Seller company

Market cap/ est. value (uS$m)

comments

expected deal

leighton Holdings limited

construction Actividades des construcción y Servicios

10,188 Spanish company Actividades des construcción y Servicios (AcS) announced a public takeover offer for Hochtief in Sep-10. Hochtief holds 54.50% of leighton, therefore it may trigger a mandantory offer if AcS launch a waterfall bid for leighton. However, AcS made a statement indicating they have no intention of making a bid and had applied for downstream exemption.

expected deal

transurban group

construction canada pension plan Investment Board (cppIB); and ontario teachers’ pension plan (otpp)

lazard (t); UBS Investment Bank (t); goldman Sachs (B); Jpmorgan (B)

6,500 transurban group in november received a conditional and non-binding joint takeover proposal from cppIB and otpp. the Board then evaluated the proposal and rejecteded it on the original terms. the future fund Board of guardians has subsequently considered supporting the proposal by cppIB and otpp. transurban continues to insist a bona fide proposal is needed before talks can proceed. In may-10, cppIB and otpp has raised its offer from AUD5.25 per transurban share to AUD5.57 per share. However, the revised takeover proposal was again rejected by transurban as transurban considered that their offer was still too low.

expected deal

whitehaven coal limited


2,592 In Aug-10, whitehaven was rumoured to have received interest from overseas buyers. the company later stated that they have had, and continues to have, discussions with third parties in relation to potential corporate transactions.

expected deal

perpetual limited

financial Services

kohlberg kravis roberts & co

nomura Holdings (B)

1,737 kohlberg kravis roberts & co (kkr) has submitted a non-binding proposal to acquire all of perpetual's shares on 18-oct-10.

expected deal

laiwu Steel co ltd


Jinan Iron & Steel company

1,260 Jinan Steel and laiwu Steel announced the proposal for a merger via equity swap on 24-feb-10. Both companies suspended their stock trading since 9-Sep-10, as Shandong Iron and Steel group is planning significant assets restructuring, and will resume stock trading after the proposal is finalised.

expected deal

kyorin Holdings Inc


Sawai pharmaceutical co ltd

1,221 Sawai pharmaceutical has approached kyorin regarding a strategic business integration.

expected deal

wai chun mining Industry group co ltd

consumer china railway group limited

404 wai chun mining has signed a memorandum of understanding in relation to the possible issue of new shares which may lead to a change in control of the company.

expected deal

Handsome Inc consumer Sk networks company ltd

357 Sk networks, the listed South korean wholesaler, has confirmed that it is in talks to buy Handsome, the listed South korean apparel maker, in Aug-10.

expected deal

redflex Holdings limited

tmt macquarie group limited

greenhill & co (t) 206 redflex Holdings limited received an indicative, non-binding and confidential proposal to acquire all of the issued capital of redflex by scheme of arrangement from a wholly owned subsidiary of macquarie group limited at a price of AUD2.50 per share.

expected deal

Boom logistics

transport Archer capital and mcAleese group

morgan Stanley (B); lazard (t)

200 Boom logistics, the Australian-listed crane hire business, has received a takeover offer from Archer capital and mcAleese group. Boom logistics has received two conditional proposals from Archer in April. the company rejected the first bid outright due to its conditionality. Boom logistics has not yet formalised its response to the second offer of AUD0.52 per Boom logistics share.

expected deals based on confirmed announcements by companies involved

top DeAlS & eXpecteD DeAlS

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Monthly M&A Insider

leAgUe tABleS

VAlUeyTd


(uS$m)deal count

1 morgan Stanley 60,581 37



4 credit Suisse 42,162 35

5 rothschild 36,277 39

6 Bank of America merrill lynch 34,416 23

7 Jpmorgan 34,306 30


9 Barclays capital 30,336 16

10 Standard chartered 26,889 14

11 Bnp paribas 25,135 13

12 HSBc Bank 15,134 19

13 royal Bank of Scotland group 22,220 11

14 citigroup 21,503 21

15 china International capital 20,163 13

16 cImB group 19,449 28

17 macquarie group 19,277 26

18 lazard 15,537 10

19 grant Samuel 13,392 8

20 rHB Investment Bank 12,578 7Source: mergermarket

VolUme

the financial adviser league tables by value and volume have been run from 1-Jan-10 to 31-oct-10 and exclude lapsed and withdrawn deals. the tables cover all sectors andare based on the geography of either the target, bidder or seller being Asia-pacifc excluding Japan.

yTd 31-oct-10

house value (uS$m)

deal count


2 ernst & Young 9,903 48





7 kpmg 6,707 36

8 credit Suisse 42,162 35

9 Deloitte 9,596 35

10 pricewaterhousecoopers 7,078 33

11 Jpmorgan 34,306 30

12 cImB group 19,449 28

13 macquarie group 19,277 26



16 HSBc Bank 25,134 19


18 Standard chartered 26,889 14


20 china International capital 20,163 13Source: mergermarket

Top 20 fInAncIAl AdvISerS – ASIA-pAcIfIc eXcl jApAn

Top 20 leGAl AdvISerS – ASIA-pAcIfIc eXcl jApAnVAlUe

yTd 31-oct-10

house value (uS$m)

deal count

1 Herbert Smith/gleiss lutz/Stibbe 60,932 13


3 norton rose 46,021 34

4 Slaughter and may 43,754 14

5 freehills 42,171 51

6 Simpson thacher & Bartlett 39,611 13

7 Sullivan & cromwell 39,212 10


9 cleary gottlieb Steen & Hamilton 37,549 6

10 mallesons Stephen Jaques 37,314 44

11 cravath Swaine & moore 36,988 2

12 weil gotshal & manges 36,529 6

13 AzB & partners 29,617 49

14 Allen & overy 28,938 25

15 Allens Arthur robinson 28,454 28

16 linklaters 28,451 24

17 Skadden Arps Slate meagher & flom 25,097 26

18 Baker & mckenzie 18,197 53

19 latham & watkins 18,085 11

20 Allen & gledhill 16,045 27Source: mergermarket

VolUme

the legal adviser league tables by value and volume have been run from 1-Jan-10 to 31-oct-10 and include lapsed and withdrawn deals. the tables cover all sectors andare based on the geography of either the target, bidder or seller being Asia-pacifc excluding Japan.

yTd 31-oct-10

house value (uS$m)

deal count

1 DlA piper 14,966 54


3 freehills 42,171 51

4 AzB & partners 29,617 49

5 mallesons Stephen Jaques 37,314 44

6 minter ellison 11,710 39

7 kim & chang 11,546 35

8 wongpartnership 9,155 35

9 norton rose 46,021 34

10 Blake Dawson 14,142 29

11 Jones Day 4,029 29

12 Desai & Diwanji 1,383 29

13 Allens Arthur robinson 28,454 28

14 Allen & gledhill 16,045 27

15 clayton Utz 15,417 27


17 freshfields Bruckhaus Deringer 12,467 26

18 Allen & overy 28,938 25

19 linklaters 28,451 24

20 Amarchand & mangaldas & Suresh A Shroff & co

6,406 23

Source: mergermarket

35

ASIA-PAcIfIc

Monthly M&A Insider

leAgUe tABleS

VAlUe

yTd 31-oct-10

house value (uS$m)

deal count

1 nomura Holdings 41,192 57


3 Daiwa Securities group 16,762 25






9 citigroup 7,719 8

10 ABeam m&A consulting 5,537 4


12 perella weinberg partners 4,200 1

13 mizuho financial group 3,960 32

14 Sumitomo mitsui financial group 3,645 23

15 greenhill & co 3,510 3Source: mergermarket

VolUme

the financial adviser league tables by value and volume have been run from 1-Jan-10 to 31-oct-10 and exclude lapsed and withdrawn deals. the tables cover all sectors andare based on the geography of either the target, bidder or seller being Japan-based.

yTd 31-oct-10

house value (uS$m)

deal count


2 mizuho financial group 3,960 32


4 Daiwa Securities group 16,762 25

6 Sumitomo mitsui financial group 3,645 23

5 gcA Savvian 1,918 15

7 pricewaterhousecoopers 1,088 14



10 kpmg 873 10



13 ernst & Young 647 7

14 Deloitte 631 7

15 Bank of America merrill lynch 10,374 6Source: mergermarket

Top 15 fInAncIAl AdvISerS – jApAn

VAlUe

yTd 31-oct-10

house value (uS$m)

deal count

1 nagashima ohno & tsunematsu 35,072 32

2 mori Hamada & matsumoto 28,601 56



5 nishimura & Asahi 12,136 29


7 gibson Dunn & crutcher 9,331 4


9 morrison & foerster 7,284 15

10 Anderson mori & tomotsune 6,933 14



13 kikkawa law offices 4,774 2


15 Dewey & leBoeuf 3,778 3Source: mergermarket

VolUme

the legal adviser league tables by value and volume have been run from 1-Jan-10 to 31-oct-10 and include lapsed and withdrawn deals. the tables cover all sectors andare based on the geography of either the target, bidder or seller being Japan-based.

yTd 31-oct-10

house value (uS$m)

deal count

1 mori Hamada & matsumoto 28,601 56

2 nagashima ohno & tsunematsu 35,072 32

3 nishimura & Asahi 12,136 29

4 morrison & foerster 7,284 15

5 tmI Associates 2,772 15

6 Anderson mori & tomotsune 6,933 14








14 Jones Day 296 6

15 Simpson thacher & Bartlett 6,591 5Source: mergermarket

Top 15 leGAl AdvISerS – jApAn

36

ASIA-PAcIfIc

Monthly M&A Insider

trenD grApHS

ASIA-pAcIfIc M&A quArTerly Trend

VAlUe VolUme

0

30,000

60,000

90,000

120,000

150,000

Q410*

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q4 04

Q304

Q204

Q104

Valu

e (U

S$m

)

0

100

200

300

400

500

600

700

800

Q4 10*

Q3 10

Q2 10

Q1 10

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

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

Num

ber

of d

eals

ASIA-pAcIfIc M&A quArTerly MId-MArKeT Trend

VAlUe VolUme

0

5,000

10,000

15,000

20,000

25,000

30,000

35,000

Q410*

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

Valu

e (U

S$m

)

0

100

200

300

400

500

Q410*

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q 05

Q305

Q205

Q105

Q404

Q304

Q204

Q104

Num

ber

of d

eals

moving average trend line

37

ASIA-PAcIfIc

Monthly M&A Insider

trenD grApHS

ASIA-pAcIfIc M&A SecTor BreAKdoWn yTd 2010

VAlUe VolUme

12.7%

15.0%

6.8%

20.5%

17.9%

5.1%

3.7%

2.1%

8.4%

4.6%

1.1%2.0%


TMT

Consumer


Financial Services

Business Services


Construction

Transport

Real Estate

Leisure

Agriculture

20.3%

14.0%

11.9%

8.7%

9.3%

2.2%

11.1%

5.9%

4.7%

4.5%

4.3%3.0%


TMT

Consumer


Financial Services

Business Services


Construction

Real Estate

Transport

Leisure

Agriculture

ASIA-pAcIfIc M&A quArTerly prIvATe equITy Trend

VAlUe VolUme

0

5,000

10,000

15,000

20,000

25,000

Q410*

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

Valu

e (U

S$m

)

Asia-Pacificbuyouts

Asia-Pacificexits

0

20

40

60

80

100

Q410*

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q4 06

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

Num

ber

of d

eals

Asia-Pacificbuyouts

Asia-Pacificexits

38

ASIA-PAcIfIc

Monthly M&A Insider

trenD grApHS

ASIA-pAcIfIc M&A GeoGrAphIc BreAKdoWn yTd 2010

VAlUe VolUme

China

Australia

Japan

South Korea

India

Hong Kong

Singapore

Malaysia

Indonesia

Taiwan

Other

17.7%

5.7%

6.5%

14.3%

3.6%

6.3%

6.0%

1.9%

2.0%

19.2%

16.7%

25.5%

11.0%

11.2%

13.8%

15.0%

5.2%

5.9%

4.6%

3.5%

2.2%

2.1%

China

Australia

Japan

South Korea

India

Hong Kong

Singapore

Malaysia

Indonesia

Taiwan

Other

ASIA-pAcIfIc M&A deAl SIze BreAKdoWn

VAlUe VolUme

0

50

100

150

200

250

H210*

H110

H209

H109

H208

H108

H207

H107

H206

H106

H205

H105

H204

H104

> US$501m

US$251m-US$500m

US$101m-US$250m

US$15m-US$100m

US$5m-US$14.9m

Valu

e (U

S$bn

)

0

300

600

900

1,200

1,500

H210*

H110

H209

H109

H208

H108

H207

H107

H206

H106

H205

H105

H204

H104

> US$501m

US$251m-US$500m

US$101m-US$250m

US$15m-US$100m

US$5m-US$14.9m

Value not disclosed

Num

ber

of d

eals


europe

A mergermArket m&A report on

eUrope

Santander, BBVA’s archrival, was reportedly keen on the stake as well despite ergun ozen, the Ceo of garanti Bank, stating that the firm had only been in talks with BBVA over the sale of the stake. garanti Bank’s shareholders Dogus group, the turkish conglomerate, and ge Capital are selling 6.30% and 18.60% stakes respectively to BBVA.

europe has not been BBVA’s focus for expansion recently and there is limited BBVA presence in european markets other than Spain, with significant revenues coming from its Latin American and US operations. thus, this deal marks a geographical shift of focus, but is still in line with the bank’s strategy to focus on emerging markets. turkey’s position as one of the emerging european markets and the window to the middle east makes garanti Bank a very compelling investment case for BBVA.

As the Wall Street Journal pointed out, 51.0% of BBVA’s total revenue would come from its emerging markets operations upon closing of this transaction. Santander, on the other hand, has generated 53.0%

of its income from its Latin American operations in the first nine months of 2010, according to the bank’s Q3 2010 report. the BBVA/garanti Bank deal thus puts BBVA back in the emerging markets race with Santander, with the more mature Western european markets still dwelling in the recovery phase.

Vimpelcom is adding Italy to its Russo-Ukrainian coverageAfter its merger with kyivstar, which made it a leading force in the russian and Ukrainian telecom markets, Vimpelcom has continued its expansion westward. the firm has acquired Weather Investments SpA, the holding company of the Italian telecom carrier, Wind telecomunicazioni, in a deal valued at €16.00bn. this is the the third largest transaction in the telecoms carrier sector so far this year, globally.

the Italian market (Wind) would have contributed to 34.0% of the enlarged Vimpelcom’s 2009 total revenue on a pro-forma basis, just slightly behind its main russian market on 35.0%; Ukraine & CIS, meanwhile, would have made 12.0%. Apart from Wind, Weather Investments also holds the majority stake in orascom telecom, which has good presence in Africa and Asia.

Vimpelcom will not take over Wind Hellas in greece and orascom’s investments in egypt and north korea, which all will be spun-off to Weather Investments’ shareholders. nevertheless, the combination will make the new Vimpelcom the fifth largest telecom group in the world with 174m mobile phone subscribers, behind China mobile (421m), Vodafone (301m), telefonica (226m) and America movil (210m).

BBVA looks to tURkey foR gRowth, plAyIng cAtch-Up wIth sAntAndeR on eMeRgIng MARket pResence

In eArLy noVemBer, BBVA AgreeD to ACQUIre CLoSe to 25.00% of tUrkIye gArAntI BAnkASI, tHe tHIrD LArgeSt tUrkISH BAnk By tIer-one CApItAL for €4.20Bn. tHe ConSIDerAtIon VALUeS tHe BAnk’S totAL eQUIty At CLoSe to €17.00Bn.

40

europe

Monthly M&A Insider

target: Weather Investments SpA Announced: 4-oct-10

Bidder: VimpelCom Ltd deal value: €16.07bn

seller: eDf energy plc deal nature: Cross-border, public, transatlantic

VimpelCom Ltd has agreed to acquire Weather Investments SpA in a share swap transaction.

VimpelCom Ltd, the listed netherlands-based company headquartered in Amsterdam, is a telecom carrier, predominantly active in the russian market. Weather Investments SpA, the Italy-based company headquartered in rome, is a holding company of telecom carrier companies, orascom telecom Holding SAe and Wind telecomunicazioni SpA.

teRMs:• VimpelCom is aquiring Weather Investments minus

certain assets of orascom and Wind, which will be spun-off to Weather’s shareholders.

• VimpelCom is paying €1.32bn in cash and issuing 325.6m new shares for the acquisition.

• Based on the closing share price of €10.45 on 1-oct-10, the share consideration amounts to €3.51bn, thus the total consideration amounts to €4.83bn.

fInAncIng:• Internal cash resources and new debt facility for the cash

consideration.

RAtIonAle:• Increasing scale, growing the business across different

geographies and markets.

• Capturing opportunities in the mobile data services.

Assets exclUded:• Wind Hellas telecommunications SA, Wind’s subsidiary in

greece.

• orascom’s investments in egypt and north korea.

expected coMpletIon:Q1 2011.

post deAl detAIls:• Weather Investments’ shareholders will hold a 20.00%

stake in VimpelCom.

• Vimpelcom, through Weather Investments, will hold 100.00% and 51.7% stakes in Wind Italy and orascom telecom.

• Combined operations in a total of 20 countries in europe, Asia, Africa and north America with approximately 850 million people living within the coverage area.

• Combined pro forma net operating revenues of €15.75bn for the year ended 31-Dec-09.

• Combined pro forma eBItDA of €6.96bn and an eBItDA margin of approximately 44.0% for 2009.

condItIons:• Competition authorities’ approval.

• VimpelCom shareholders’ approval

• orascom telecom shareholders’ approval approval.

DeAL of tHe montH

41

europe

Monthly M&A Insider

DeAL of tHe montH

exit multiples – y/e 31-dec-09 premium analysis

Multiples Value (€m) offer price per share (€) -

Revenue - - 1 day before -

eBItdA 6.9x 2.32 1 month before -

eBIt - - 1 day after -

earnings - - pre-rumour -

Advisers

target/seller Bidder

financial Lazard morgan Stanley efg-Hermes HoldingCredit Suissegoldman Sachs

financial Deutsche BankJpmorganCitigroupUBS Investment Bank

legal Cleary gottlieb Steen & Hamilton legal Akin gump Strauss Hauer & feld Skadden Arps Slate meagher & flomgianni, origoni, grippo & partners

pR fDtwister Communications group

pR

mergermarket/dealReporter Intelligence

20-sep-10 See Bmg Hellas preparing bid for Wind Hellas, ready to engage in bondholder discussions.

17-sep-10 Wind Hellas sponsor to inject around €200m of equity, offers bondholders co-participation.

20-Aug-10 Wind Hellas lures bids from Weather and domestic parties; bondholders craft restructuring plan.

15-Jun-10 Wind Hellas hints at second restructuring, could breach June liquidity covenant.

42

europe

Monthly M&A Insider

top 15 eURopeAn AnnoUnced deAls ytd 31-oct-10Announced status target company sector Bidder company seller company exit multiples (x) Bid premia


(€m)Revenue eBItdA p/e

10-Aug-10 p gDf Suez energy International

energy, mining and Utilities

International power plc gDf Suez SA 10.4 - 20,701

4-Jan-10 C Alcon Inc (52.00% stake)


novartis Ag nestle S.A. 8.0 20.9 26.9 9.5% 18,247

4-oct-10 p Weather Investments SpA

tmt VimpelCom Ltd 6.9 - 16,070

30-Jun-10 L oJSC polyus gold energy, mining and Utilities

kazakhgold group Limited

9.8 22.8 35.0 5.4% 8,367

7-Sep-10 C electricite de france SA (Uk-based distribution network)


Cheung kong Infrastructure Holdings Limited; Hongkong electric Holdings Limited; Li ka Shing (overseas) foundation; and Li ka Shing foundation Limited

eDf energy plc - 6,994

25-Sep-10 p Caja de Ahorros de Asturias

financial Services

Caja de Ahorros del mediterraneo

n/a n/a - 4,928

5-Jan-10 C nk russneft oAo energy, mining and Utilities

mr. mikhail gutseriyev (private Investor)

en+ group Ltd - 4,595

14-Jun-10 C JSC Uralkali (53.20% stake)


kaliha finance Limited; Aerellia Investments Limited; and Becounioco Holdings Limited

madura Holding Limited

10.5 21.7 37.9 21.4% 4,254

12-Sep-10 p Deutsche postbank Ag (70.05% stake)

financial Services

Deutsche Bank Ag n/a n/a 71.4 -7.5% 3,882

27-Jul-10 C tomkins plc Industrials & Chemicals

Canada pension plan Investment Board; and onex partners Lp

1.3 18.7 5.7% 3,672

18-mar-10 C ratiopharm gmbH


teva pharmaceutical Industries Ltd

Vem Vermogensverwaltung gmbH

2.3 - 3,625

8-Apr-10 p Iberia Lineas Aereas de espana SA

transportation British Airways plc 0.9 0.9% 3,598

24-Jun-10 C AXA SA (Uk life and pensions businesses)

financial Services

resolution Limited AXA SA 20.4 - 3,330

20-Jan-10 C Areva t&D SA Industrials & Chemicals

Schneider electric SA; and Alstom SA

AreVA SA 0.6 - 3,180

21-Jul-10 C SSL International plc

Consumer reckitt Benckiser plc 3.4 19.5 37.4 32.8% 3,046


top DeALS & eXpeCteD DeALS

43

europe

Monthly M&A Insider

pIpelIne of eURopeAn expected deAlssituation target

companysector potential bidder

companyfinancial adviser to bidder (B); target (t); seller (s)

seller company Market cap/est.

value (€m)

comments

potential takeover

JSC Apatit Industrials & Chemicals

russian technologies State Corporation

government of russian federation

2,500 russian technologies, the state-owned holding, is interested in acquiring 20.00% in the local listed apatite concentrate producer Apatit, held by the russian government, reported Vedomosti. the stake is already included in the privatisation program for 2011-2013. Apatit has been valued by analysts at €2.20bn-€2.50bn.

potential takeover

Vattenfall poland AB SA


gDf Suez SA Vattenfall AB 1,500 gDf Suez, the french energy company, has started talks to acquire Swedish energy firm Vattenfall’s polish business, Dziennik gazeta prawna reported. A Vattenfall spokesperson told Dziennik that the company does not comment on market rumours, but added that the company new strategy includes assets sale in such countries as poland. Vattenfall’s polish division is worth pLn6.00bn (€1.50bn), the paper reported.

potential takeover

meetic SA tmt messier partners (S) IAC/InterActiveCorp; and mr. marc Simoncini (private individual)

500 meetic, the listed french online dating company, is currently in talks with potential buyers, including corporate and financial players from the US, france and germany, daily Les echos reported. marc Simoncini, head and founder of meetic, confirmed that he and IAC were selling their stakes in the company, meaning that 51.00% of the shares should change hands during the potential deal. meetic has a market capitalisation of €500m.

expected deal

Caledon resources plc


guangdong rising Assets management Co Ltd

rBC Capital markets (t); pricewaterhouseCoopers (B)

293 An agreement in principle has been reached with China-based guangdong rising Assets management (grAm) on the terms of a possible acquisition of Caledon value the entire existing issued share capital of Caledon at approximately £252m (€293m).

note: expected deals based on confirmed announcements by companies involved Source: mergermarket

top DeALS & eXpeCteD DeALS

top 5 eURopeAn AnnoUnced deAls of the Month (oct-10)Announced status target company sector Bidder company seller company exit multiples (x) Bid premia


(€m)Revenue eBItdA p/e

4-oct-10 p Weather Investments SpA

tmt VimpelCom Ltd 6.9 - 16,070

19-oct-10 p La poste SA (26.32% stake)

transportation Caisse des Depots et Consignations

0.7 6.4 10.6 - 1,500

14-oct-10 p picard Surgeles SA Consumer Lion Capital LLp BC partners Limited

1.4 9.4 - 1,500

6-oct-10 p Crucell nV (82.10% stake)


Johnson & Johnson 5.3 25.4 75.0 0.8% 1,432

15-oct-10 p ruhr oel (50.00% stake)


oJSC rosneft oil Company

petroleos de Venezuela SA

- 1,145


44

europe

Monthly M&A Insider

LeAgUe tABLeS

VALUeytd

31-oct-10house Value

(€m)deal count


2 Jpmorgan 146,562 76





7 Bank of America merrill Lynch 83,629 41




11 Societe generale 68,818 32


13 Lazard 60,759 93

14 rBC Capital markets 50,480 26

15 royal Bank of Scotland group 50,186 19


17 Santander global Banking and markets 39,173 11

18 tD Securities 33,925 7


20 greenhill & Co 22,431 11Source: mergermarket

VoLUme

the financial adviser league tables by value and volume have been run from 1-Jan-10 to 31-oct-10 and exclude lapsed and withdrawn deals. the tables cover all sectors andare based on the geography of either the target, bidder or seller being european.

ytd 31-oct-10

house Value (€m)

deal count


2 kpmg 7,787 114


4 pricewaterhouseCoopers 9,299 102

5 Lazard 60,759 93

6 Deloitte 6,043 93



9 Jpmorgan 146,562 76




13 ernst & young 2,817 52

14 DC Advisory partners 5,374 45

15 Bank of America merrill Lynch 83,629 41




19 grant thornton Corporate finance 678 33

20 Societe generale 68,818 32Source: mergermarket

top 20 fInAncIAl AdVIseRs

VALUeytd

31-oct-10house Value

(€m)deal count





5 Linklaters 79,486 137

6 Allen & overy 65,380 128




10 Cravath Swaine & moore 59,709 13

11 Stikeman elliott 59,267 17

12 Weil gotshal & manges 57,936 49

13 Herbert Smith/gleiss Lutz/Stibbe 53,069 64

14 Clifford Chance 48,074 81


16 Jones Day 43,135 76

17 Wachtell, Lipton, rosen & katz 40,019 8


19 Davis polk & Wardwell 35,684 15

20 norton rose 34,832 35Source: mergermarket

VoLUme

the legal adviser league tables by value and volume have been run from 1-Jan-10 to 31-oct-10 and include lapsed and withdrawn deals. the tables cover all sectors andare based on the geography of either the target, bidder or seller being european.

ytd 31-oct-10

house Value (€m)

deal count


2 DLA piper 16,268 129

3 Allen & overy 65,380 128


5 CmS 14,606 115

6 Clifford Chance 48,074 81


8 Jones Day 43,135 76


10 Hogan Lovells 15,561 66


12 White & Case 10,853 61

13 mannheimer Swartling 7,093 58


15 SJ Berwin 8,394 53

16 Vinge 5,512 52



19 Loyens & Loeff 14,801 50

20 Weil gotshal & manges 57,936 49Source: mergermarket

top 20 legAl AdVIseRs

45

europe

Monthly M&A Insider

LeAgUe tABLeS

VALUe

ytd 31-oct-10

house Value (€m)

deal count

1 CVC Capital partners 8,017 7

2 HgCapital 3,987 10

3 Advent International 3,859 6

4 onex partners 3,748 2

5 Bain Capital 2,924 2

6 kohlberg kravis roberts & Co 2,831 5

7 triton partners 2,057 6

8 gS Capital partners 2,000 2

9 Cinven 1,834 3

10 tpg Capital 1,559 2Source: mergermarket

VoLUme

the private equity buyout activity tables by value and volume are based on private equity firms advising the bidder on buyout deals where the dominant geography of the target company is european. the tables by value and volume have been run from 1-Jan-10 to 31-oct-10 and exclude lapsed and withdrawn deals.

ytd 31-oct-10

house Value (€m)

deal count

1 HgCapital 3,987 10

2 CVC Capital partners 8,017 7

3 Sovereign Capital partners 92 7

4 Advent International 3,859 6

5 triton partners 2,057 6

6 AXA private equity 515 6

7 Barclays private equity 401 6

8 Lloyds tSB Development Capital 290 6

9 edmond de rothschild Investment partners 183 6

10 Sun Capital partners 141 6Source: mergermarket

top 10 pRIVAte eqUIty fIRMs By eURopeAn BUyoUts

VALUe

ytd 31-oct-10

house Value (€m)

deal count

1 HgCapital 2,860 2

2 permira 2,408 2

3= SV Life Sciences 2,408 2

3= gS Capital partners 2,408 1

5 Apax partners 2,200 4

6 3i group 1,785 7

7 Doughty Hanson & Co 1,700 2

8 BC partners 1,640 2

9 Candover Investments 1,550 3

10 Astorg partners 1,414 3Source: mergermarket

VoLUme

the private equity exit activity tables by value and volume are based on private equity firms advising the vendor on exit deals where the dominant geography of the target company is european.the tables by value and volume have been run from 1-Jan-10 to 31-oct-10 and exclude lapsed and withdrawn deals.

ytd 31-oct-10

house Value (€m)

deal count

1 3i group 1,785 7

2 Lloyds tSB Development Capital 701 6

3 Barclays private equity 480 6

4 the Carlyle group 975 5

5 Apax partners 2,200 4

6 Sigefi private equity 80 4

7 ISIS private equity partners 44 4

8= Capman group 0 4

8= perfectis private equity 0 4

10 Candover Investments 1,550 3Source: mergermarket

top 10 pRIVAte eqUIty fIRMs By eURopeAn exIts

europe


trenD grApHS

eURopeAn M&A qUARteRly tRend

VALUe VoLUme

0

50,000

100,000

150,000

200,000

250,000

300,000

350,000

400,000

450,000

500,000

Q410*

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q04

Q204

Q 04

Valu

e (€

m)

0

200

400

600

800

1,000

1,200

1,400

1,600

1,800

Q4110*

Q310

Q210

Q110

Q 09

Q309

Q209

Q 09

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

Num

ber

of d

eals

eURopeAn M&A qUARteRly MId-MARket tRend

VALUe VoLUme

0

5,000

10,000

15,000

20,000

25,000

30,000

35,000

40,000

45,000

Q410*

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q 05

Q404

Q304

Q204

Q104

Valu

e (€

m)

0

100

200

300

400

500

600

700

Q410*

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

Num

ber

of d

eals

moving average trend line

europe

Monthly M&A Insider

eURopeAn M&A sectoR BReAkdown ytd 2010

VALUe VoLUme

0.5%

12.6%0.2%

9.9%

2.2%

1.7%

4.8%

2.5%

8.8%

14.9%

5.8%

12.9%

23.4%


Consumer

TMT

Business Services

Financial Services



Construction

Leisure

Transportation

Real Estate

Agriculture

Defence

15.5%

19.9%

1.0%0.3%3.3% 1.7%

3.7%

7.0%

4.7%

11.0%

9.6%

8.0%

13.3%


Consumer

TMT

Business Services

Financial Services



Construction

Leisure

Transportation

Real Estate

Agriculture

Defence

trenD grApHS

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

Q410*

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

Valu

e (€

m)

European buyouts

European exits

0

50

100

150

200

250

300

350

400

Q410*

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

Num

ber

of d

eals

European buyouts

European exits

47

europe


eURopeAn M&A deAl sIze BReAkdown

VALUe VoLUme

0

50

100

150

200

250

300

350

400

450

500

550

600

650

700

H210*

H110

H209

H109

H208

H1 08

H207

H1 07

H206

H106

H205

H105

H204

H104

> €501m

€251m-€500m

€101m-€250m

€15m-€100m

€5m-€14.9m

Valu

e (€

bn)

0

500

1,000

1,500

2,000

2,500

3,000

3,500

H210*

H110

H209

H109

H208

H108

H207

H107

H206

H106

H205

H105

H204

H104

> €501m

€251m-€500m

€101m-€250m

€15m-€100m

€5m-€14.9m

Value not disclosed

Num

ber

of d

eals

trenD grApHS

eURopeAn M&A geogRAphIc BReAkdown ytd 2010

VALUe VoLUme

Germany

Benelux

Iberia

Italy

Other

SEE

UK & Ireland

Nordic

CEE

France

26.3%

9.0%

8.8%

14.3%

7.4%

11.3%

9.3%

9.3%

2.7%

3.5%

11.9% 10.7%

7.8%

7.6%

5.7%

22.5%

4.5%

3.0%

14.1%

12.3%

Germany

Benelux

Iberia

Italy

Other

SEE

UK & Ireland

Nordic

CEE

France

49

Mid

dle east &

africa

THE MIDDLE EAST & AFRICA

A MERgERMARkET M&A REpoRT on

Monthly M&A Insider

Wal-Mart’s recent move proves that it sees Africa as the next stop for growth after expanding into China and Latin America. Massmart was founded in 1990 and operates several chains; including game for general merchandise, Builders Warehouse for construction and home improvement, and the Makro warehouse-club stores. It has 288 stores across South Africa and also operates in 13 other sub-Saharan countries. About 70.00% of Massmart’s shareholders are foreign-based, with Aberdeen Asset Managers controlling 25.00% of the group.

Swedish expansion via Olympic GroupSwedish Electrolux has made a proposal to acquire a 52.00% stake in the largest appliance maker in north Africa and the Middle East, olympic group, from paradise Capital in return of its ownership interests in namaa and B Tech, the listed Egyptian technology firms. pursuant to the acquisition, it will launch a mandatory public offer for the remaining shares. The offer values the company at US$486m at Ego45.30 (US$8.09) per share and provides a premium of 50.0% to olympic group’s closing share price of Egp30.06 (US$5.40) on 10-oct-10, one day before the announcement of preliminary agreement.

The proposed deal is part of Electrolux’s strategy to focus on emerging markets which, according to company reports, make up 25.00% of the company’s revenues. The transaction is expected to close early next year.

HSBC-Nedbank proposal collapseHSBC has pulled out of its offer to acquire the 70.00% interest in nedbank held by old Mutual after two months of due diligence. According to reports, HSBC has said that nedbank did not meet its acquisition criteria, raising eyebrows in financial markets and leading South African regulators to comment that the move was irresponsible and would cause speculation over the security of the firm. Managing Director of Banking Association of South Africa, Cas Coovadia, is reported to have said, “They have shot themselves in the foot”. If it had gone through, the transaction would have given HSBC access to Asian financial market, which still remains challenging for foreign investors. nedbank is valued at around US$7.30bn.

Although there have been rumours that old Mutual is in rush to sell its stake in nedbank, the CEo of the insurer has said that they do not want to destabilise the business. old Mutual intends to refocus on its core insurance and long-term savings operations. There are also rumours that HSBC might be looking to make an offer for South African First national bank. The withdrawal may be an opportunity for Standard Chartered Bank, which was previously rumoured to have been in talks to acquire a stake in nedbank, although there has been no comment from Standard Chartered to-date.

WAl-MArt eyeS AfrICA

WAL-MART SToRES HAS FILED An AppLICATIon WITH SoUTH AFRICAn CoMpETITIon CoMMISSIon To ACqUIRE THE SoUTH AFRICAn WHoLESALER, MASSMART HoLDIng, In A DEAL WoRTH AppRoxIMATELy US$4.20Bn. THE pARTIES HAvE BEEn In TALkS SInCE WAL-MART AnnoUnCED THAT IT MADE A non-BInDIng pRopoSAL To ACqUIRE MASSMART. THE CoMMISSIon IS ExpECTED To MAkE A DECISIon on WAL-MART’S InTEnTIon nExT WEEk. IT IS UnCERTAIn HoW MUCH oF A STAkE WAL-MART WILL TRy To ACqUIRE IF IT IS noT ALLoWED A CoMpLETE TAkEovER, ALTHoUgH IT MAy TAkE An InITIAL STAkE AnD THEn SLoWLy InCREASE IT AS IT DID WITH JApAnESE RETAILER SEIyU. THE CEo oF WAL-MART STATED To THE SoUTH AFRICAn pRESS THAT THEy WoULD noT SETTLE FoR LESS THAn A 50.00% STAkE AnD ConFIRMED THAT THE FIRM IS In TALkS WITH oTHER UnDISCLoSED pARTIES. MEAnWHILE, IT IS RUMoURED THAT MASSMART IS InvESTIgATIng WAyS To LIST on THE JoHAnnESBURg SToCk ExCHAngE.

50

Mid

dle east &

africa

Monthly M&A Insider

target: British Israel Investment Ltd (70.65% stake) Announced: 14-oct-10

Bidder: Melisron Ltd. ofer Investments

Deal value: US$2.00bn

Seller: noe pujo Zabludowicz Deal nature: Domestic, private

Melisron Ltd and ofer Investments Ltd have agreed to acquire a 70.65% stake in British Israel Investments Ltd.

British Israel Investment, the listed Israel-based company headquartered in Tel Aviv, is a property company engaged in the management and ownership of shopping malls and commercial centres. Melisron Ltd, the listed Israel-based company headquartered in kiryat Bialik, is a property company engaged in controlling and operating commercial properties and is a subsidiary of ofer Brothers group, the Israel-based conglomerate. ofer Investments, the Israel-based company headquartered in Herzliya pituach, is an investment holding company operating in the Real Estate sector. Leo noe, is a Uk-based investor with interests in real estate. pujo Zabludowicz is a Finland-based private investor with interests in Leisure.

terMS:

• ILS14.5 (US$4.01) per British Israel Investments share.

• Melisron will acquire 77,324,090 shares representing a 42.39% stake in British Israel Investments, and ofer Investments will acquire 46,882,727 shares representing a 28.26% stake in the target.

• The implied equity value of the transaction is approximately ILS2.41bn (US$666m).

• The offer price represents a premium of 21.20% based on of British Israel Investment’s one day prior closing price of ILS11.92 (US$3.31) and a premium of 28.60% based on British Israel Investment’s one month prior closing price of ILS11.80 (US$312.12).

• pursuant to the terms of the agreement, the transaction will be terminated in case it is not completed by 21-Jan-11.

• In addition, the agreement stipulates that 5.0% of the consideration is to be paid as an escrow amount at the time the agreement is signed, and the remaining consideration will be paid upon completion of the transaction, subject to a 4.25% annual interest rate.

fINANCING:

• This transaction will be financed with Melisron’s existing cash resources and through its credit facilities. Melisron may issue debt notes to fund the acquisition.

rAtIONAle

• This transaction will allow Melisron to grow as a shopping mall owner and manager in Israel and to strengthen its position with respect to the Azrieli group, the listed Israel-based commercial real estate operator.

expeCteD COMpletION:

• The transaction is expected to be completed by the end of the year.

CONDItIONS:

• Regulatory approval.

BACkGrOuND:

• Leo noe held a 55.8% stake in British Israel and pujo Zabludowicz held a 15.60% stake.

• ofer Investments has a 71.51% stake in Melisron.

DEAL oF THE MonTH

51

Mid

dle east &

africa

Monthly M&A Insider

exit multiples – y/e 30-Dec-09 premium analysis

Multiples Value (uS$m) Offer price per share (uS$) 4.02

revenue 11.5x - 1 day before 21.18%

eBItDA 19.5x - 1 month before 28.64%

eBIt - - 1 day after 15.70%

earnings 6.5x - pre-rumour 39.04%

mergermarket/dealreporter Intelligence

15-Oct-10 British Israel sold to Melisron and ofer Investments.

28-Sep-10 British Israel: Melisron and ofer in talks to jointly take a stake.

06-Sep-10 Melisron negotiating takeover of British Israel.

DEAL oF THE MonTH

52

Mid

dle east &

africa

Monthly M&A Insider

Top 15 MIddle eAsTern & AfrIcAn Announced deAls for YTd 31-ocT-10Announced status Target company sector Bidder company seller company exit multiples (x) Bid premia

1-day before

deal value

(us$m)revenue eBITdA p/e

30-Mar-10 C Zain Africa BV TMT Bharti Airtel Limited Mobile Telecommunications Company KSC

11.2 - 10,700

15-Jul-10 C Dimension Data Holdings Plc

TMT Nippon Telegraph and Telephone Corporation

0.7 11.5 0.2 18.1% 2,822

18-Feb-10 C Tsogo Sun Holdings Pty Ltd

Leisure Gold Reef Resorts Limited

Hosken Consolidated Investments Limited; and SABMiller Plc

19.7 21.9 59.0 - 2,721

28-Mar-10 P Sonangol Sinopec International Limited (55.00% stake)


Sinopec Corporation Hongkong International Limited

Sinopec Overseas Oil & Gas Limited

- 2,457

31-Mar-10 P Momentum Group Limited

Financial Services

Metropolitan Life Limited

FirstRand Limited n/a n/a - 2,408

14-Oct-10 P British Israel Investment Ltd (70.65% stake)

Real Estate Melisron Ltd; and Ofer Investments

Leo Noe; and Pujo Zabludowicz

11.5 19.5 6.5 21.2% 1,998

10-May-10 P Anglo American Zinc Energy, Mining & Utilities

Hindustan Zinc Limited

Anglo American Plc 2.0 6.3 - 1,338

25-Mar-10 C Hyprop Investments Limited (66.70% stake)

Real Estate Redefine Income Fund Limited

15.3 2.5% 942

21-Mar-10 C Qatar Shipping Company QSC

Transportation Qatar Navigation Company QSC

-24% 917

10-Jan-10 C Qatar Real Estate Investment Co

Real Estate Barwa Real Estate Company QSC

n/a n/a 10.1 30.6% 862

20-Jul-10 C BP Plc (Western Desert business concessions and East Badr El-din exploration concession in Egypt)


Apache Corporation BP plc 650

11-Jul-10 C Aabar Investments PJSC

Financial Services

International Petroleum Investment Company

n/a n/a 3.3 545

17-Aug-10 P Credit Libanais SAL (65.00% stake)

Financial Services

EFG-Hermes Holding SAE

Capital Investment Holding SAL; and Capital Investment Holding

n/a n/a 16.3 - 542

20-May-10 C Shadeed Iron & Steel LLC


Jindal Steel & Power Ltd

Al Ghaith Holding PJSC

- 464

28-Jun-10 P First Finance Company QSC

Financial Services

Barwa Bank n/a n/a 53.3 21.1% 455

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

TOP DEALS & ExPECTED DEALS

53

Mid

dle east &

africa

Monthly M&A Insider

Situation target company Sector potential bidder company

financial adviser to bidder (B); target (t); seller (S)

Seller company Market cap/ est.

value (uS$m)

Comments

potential disposal

Cape Town Iron & Steel Works

Construction Murray & Roberts Holdings Limited

7,000 Murray and Roberts (M&R), the JSE-listed construction group, plans to close or dispose of certain assets before financial year end, said Financial Director Roger Rees.

potential takeover

Azorim Investment, Development & Construction Company Ltd

Real Estate pangaea Real Estate; Tsahi Merkur; Success parking Ltd

Boymelgreen Capital Ltd

206 Tsahi Merkur, owner of the Israeli operator of parking lots, Success parking Ltd, is holding talks to buy a controlling stake in the Israeli real estate company Azorim Investment, Development and Construction Ltd, according to a report in globes.

potential takeover

kWv Holdings Ltd Consumer pioneer Foods Morgan Stanley(B), national Bank of kuwait(B), Bnp paribas(v)

Al-khorafi group

104 Shareholders of pioneer Foods and kWv Holdings are referred to their respective recent cautionary announcements of 30-Sep-10 and 13-oct-10.

Expected deals based on confirmed announcements by companies involved

pIpelINe Of MIDDle eASterN & AfrICAN expeCteD DeAlS


tOp 5 MIDDle eASterN & AfrICAN ANNOuNCeD DeAlS Of tHe MONtH (OCt-10)Announced Status target company Sector Bidder company Seller company exit multiples (x) Bid premia

1-day before

Deal value

(uS$m)revenue eBItDA p/e

14-oct-10 p British Israel Investment Ltd (70.65% stake)

Real Estate Melisron Ltd; and ofer Investments

Leo noe; pujo Zabludowicz

11.5 19.5 6.5 21.2% 1,998

13-oct-10 p 012 Smile Telecom Ltd TMT partner Communications Company Ltd

Ampal-American Israel Corporation

415

14-oct-10 p kuwait Invest Holding Co.

Financial Services

International Finance Company

n/a n/a (loss) 240

2-oct-10 C karbala Cement plant Construction Lafarge SA; and MerchantBridge & Co. Ltd

government of Iraq 220

21-oct-10 p oML 26 (45.00% stake) Energy, Mining & Utilities

First Hydrocarbon nigeria Limited

The Shell petroleum Development Company of nigeria Ltd; Total E&p nigeria Limited; and nigeria Agip oil Company limited

188


54

Mid

dle east &

africa

Monthly M&A Insider

LEAgUE TABLES

vALUEytD

31-Oct-10House Value

(uS$m)Deal count




4 Standard Chartered 11,875 4


6 HSBC Bank 11,641 4


8= global Investment House 10,700 1

8= State Bank of India 10,700 1

10 Rand Merchant Bank 7,411 9

11 JpMorgan 5,570 7

12 Royal Bank of Scotland group 4,933 2

13 Commerzbank 4,933 1

14 Lazard 4,795 5

15 Deutsche Bank 4,596 4Source: mergermarket

voLUME

The financial adviser league tables by value and volume have been run from 1-Jan-10 to 31-oct-10 and exclude lapsed and withdrawn deals. The tables cover all sectors andare based on the geography of either the target, bidder or seller being Middle East & Africa including Israel.

ytD 31-Oct-10

House Value (uS$m)

Deal count


2 Rand Merchant Bank 7,411 9


4 JpMorgan 5,570 7


6 Investec 4,103 6

7 Ernst & young 559 6

8 Lazard 4,795 5

9 Citigroup 1,638 5

10 Deloitte 200 5


12 Standard Chartered 11,875 4

13 HSBC Bank 11,641 4


15 kpMg 537 4Source: mergermarket

tOp 15 fINANCIAl ADVISerS – MIDDle eASt & AfrICA

vALUEytD

31-Oct-10House Value

(uS$m)Deal count




4 AZB & partners 11,495 6

5 Talwar, Thakore and Associates 10,700 1

6 Edward nathan Sonnenbergs 9,637 9

7 Webber Wentzel 7,571 14



10 Willkie Farr & gallagher 5,302 2


12= goERg Rechtsanwaelte 4,933 1

12= kirkland & Ellis 4,933 1

12= noerr 4,933 1


Source: mergermarket

voLUME

The legal adviser league tables by value and volume have been run from 1-Jan-10 to 31-oct-10 and include lapsed and withdrawn deals. The tables cover all sectors andare based on the geography of either the target, bidder or seller being Middle East & Africa including Israel.

ytD 31-Oct-10

House Value (uS$m)

Deal count

1 Webber Wentzel 7,571 14

2 Werksmans 1,785 11



5 Edward nathan Sonnenbergs 9,637 9

6 DLA Cliffe Dekker Hofmeyer 942 8


8 Bowman gilfillan 1,702 7

9 Baker & Mckenzie 334 7

10 AZB & partners 11,495 6



13 White & Case 1,423 5

14 gibson Dunn & Crutcher 735 5

15 Jones Day 729 5Source: mergermarket

tOp 15 leGAl ADVISerS – MIDDle eASt & AfrICA

55

Mid

dle east &

africa

Monthly M&A Insider

LEAgUE TABLES

vALUE

vALUE

ytD 31-Oct-10

House Value (uS$m)

Deal count

1 Capitau 453 1

2 MerchantBridge & Co. 220 1

3 Israel Infrastructure Fund 125 1

4 Investec group 75 1

5 Actis Capital 30 1Source: mergermarket

voLUME

The private equity buyout activity tables by value and volume are based on private equity firms advising the bidder on buyout deals where the dominant geography of the target company is Middle East & Africa including Israel. The tables by value and volume have been run from 1-Jan-10 to 31-oct-10 and exclude lapsed and withdrawn deals.

ytD 31-Oct-10

House Value (uS$m)

Deal count

1 Capitau 453 1

2 MerchantBridge & Co. 220 1

3 Israel Infrastructure Fund 125 1

4 Investec group 75 1

5 Actis Capital 30 1Source: mergermarket

tOp 5 prIVAte equIty fIrMS By MIDDle eASterN & AfrICAN BuyOutS

vALUEytD 31-Oct-10

House Value (uS$m)

Deal count

1 pamodzi Investment Holdings 453 1

2= Francisco partners 230 1

2= Sequoia Capital 230 1

4 Radius ventures 160 1

5 pitango venture Capital 100 2Source: mergermarket

voLUME

The private equity exit activity tables by value and volume are based on private equity firms advising the vendor on exit deals where the dominant geography of the target company is Middle East & Africa including Israel. The tables by value and volume have been run from 1-Jan-10 to 31-oct-10 and exclude lapsed and withdrawn deals.

ytD 31-Oct-10

House Value (uS$m)

Deal count

1 pitango venture Capital 100 2

2 Cedar Fund 89 2

3 vertex venture Capital 86 2

4 Evergreen venture partners 29 2

5 pamodzi Investment Holdings 453 1Source: mergermarket

tOp 5 prIVAte equIty fIrMS By MIDDle eASt & AfrICA exItS

56

Mid

dle east &

africa

Monthly M&A Insider

TREnD gRApHS

MIDDle eASt & AfrICA M&A quArterly treND

vALUE voLUME

0

5,000

10,000

15,000

20,000

25,000

30,000

35,000

Q4 10*

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

Valu

e (U

S$m

)

0

30

60

90

120

150

Q410*

Q 10

Q210

Q1 0

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Q104

Num

ber

of d

eals

MIDDle eASt & AfrICA M&A quArterly MID-MArket treND

vALUE voLUME

0

1,000

2,000

3,000

4,000

5,000

6,000

Q410*

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q3 08

Q208

Q108

Q407

Q307

Q207

Q 07

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q1 05

Q404

Q304

Q204

Q104

Valu

e (U

S$m

)

0

10

20

30

40

50

60

70

80

Q410*

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q2 06

Q106

Q405

Q305

Q205

Q1 05

Q404

Q304

Q204

Q104

Num

ber

of d

eals


57

Mid

dle east &

africa

Monthly M&A Insider

TREnD gRApHS

MIDDle eASt & AfrICA M&A SeCtOr BreAkDOWN ytD 2010

vALUE voLUME

5.5%

0.5% 0.1%

4.4%

15.1%

8.7%

3.3%

1.6%

15.7%

8.7%

1.2%2.6%

32.6%


Financial Services

Business Services

Consumer

Energy, Mining & Utilites

TMT

Leisure

Transportation


Construction

Real Estate

Agriculture

Defence

17.1%

15.2%

8.1%

15.2%

2.4%

0.5%2.4%

4.7%

4.3%

4.3%

2.4%

13.7%

10.0%


Financial Services

Business Services

Consumer

Energy, Mining & Utilites

TMT

Leisure

Transportation


Construction

Real Estate

Agriculture

Defence

MIDDle eASt & AfrICA M&A quArterly prIVAte equIty treND

vALUE voLUME

0

1,000

2,000

3,000

4,000

5,000

6,000

7,000

-

Q410*

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q4 08

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q1 06

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Valu

e (U

S$m

)

Middle East& Africa buyouts

Middle East& Africa exits

0

2

4

6

8

10

12

14

16

18

20

-

Q410*

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Q404

Q304

Q204

Num

ber

of d

eals

Middle East& Africa buyouts

Middle East& Africa exits

58

Mid

dle east &

africa

Monthly M&A Insider

TREnD gRApHS

MIDDle eASt & AfrICA M&A GeOGrApHIC BreAkDOWN ytD 2010

vALUE voLUME

3.0%2.0%

1.0%1.0%1.0%

1.0%

3.0%

29.0%

12.0%28.0%

6.0%

4.0%

6.0%

4.0%

South Africa

Nigeria

Israel

Angola

Qatar

United Arab Emirates

Namibia

Lebanon

Egypt

Kuwait

Iraq

Oman

Saudi Arabia

Zambia

1.8%

29.5%

26.7%

8.8%

7.4%

4.6%

3.2%

2.8%

2.8%2.3%

2.3%

1.8%

1.8%1.8%

1.4%0.9%

South Africa

Israel

Egypt

United Arab Emirates

Kuwait

Saudi Arabia

Nigeria

Qatar

Namibia

Oman

Angola

Lebanon

Jordan

Congo

Syrian Arab Republic

Tunisia

MIDDle eASt & AfrICA M&A DeAl SIZe BreAkDOWN

vALUE voLUME

0

10

20

30

40

50

60

H210*

H110

H209

H109

H208

H108

H207

H107

H2 06

H106

H205

H105

H204

H104

> US$501m

US$251m-US$500m

US$101m-US$250m

US$15m-US$100m

US$5m-US$14.9m

Valu

e ($

bn)

0

50

100

150

200

250

H2 10*

H110

H209

H109

H208

H108

H207

H107

H206

H106

H205

H105

H204

H104

> US$501m

US$251m-US$500m

US$101m-US$250m

US$15m-US$100m

US$5m-US$14.9m

Value not disclosed

Num

ber

of d

eals

please note, nations with less than a 1% share are not included in the chart.

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Disclaimer

This publication contains general information and is not intended to be comprehensive nor to provide financial, investment, legal, tax or other professional advice or services. This publication is not a substitute for such professional advice or services, and it should not be acted on or relied upon or used as a basis for any investment or other decision or action that may affect you or your business. Before taking any such decision you should consult a suitably qualified professional adviser. Whilst reasonable effort has been made to ensure the accuracy of the information contained in this publication, this cannot be guaranteed and neither Mergermarket nor any of its subsidiaries nor any affiliate thereof or other related entity shall have any liability to any person or entity which relies on the information contained in this publication, including incidental or consequential damages arising from errors or omissions. Any such reliance is solely at the user’s risk.

Remark, the events and publications arm of The Mergermarket group, offers a range of publishing, research and events services that enable clients to enhance their own profile, and to develop new business opportunities with their target audience.

The following notes pertain to data contained in this publication:

• Deals are included where the deal value is greater than or equal to €5m.

• Where no deal value has been disclosed, deals are included if the turnover of the target is greater than or equal to €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.

• H2 2010 refers to the period 01-Jul-10 to 31-oct-10.

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