A mergermarket report on global M&A activity. Monthly M&A Insider EDITION

Transcription

1 A mergermarket report on global M&A activity APRIL 212 EDITION

2 CONTENTS GLOBAL OVERVIEW 1 AMERICAS: LATIN AMERICA 9 NORTH AMERICA 18 ASIA-PACIFIC 3 EUROPE 41 MIDDLE EAST & AFRICA 52 ABOUT MERRILL CORPORATION 62 MERGERMARKET MONTHLY M&A INSIDER Part of The Mergermarket Group 8 Strand London, WC2R RL United Kingdom t: +44 () f: +44 () sales@mergermarket.com 11 West 19th Street 2nd fl. New York, NY 111 USA t: f: sales.us@mergermarket.com Suite Grand Millennium Plaza 181 Queen s Road, Central Hong Kong t: f: sales.asia@mergermarket.com

3 GLOBAL OVERVIEW GLOBAL OVERVIEW THE FIRST QUARTER OF 212 SAW GLOBAL M&A DEAL TOTAL 2,587 TRANSACTIONS COLLECTIVELY D AT US$421BN, REPRESENTING YEAR-ON-YEAR FALLS OF 2% AND 3% IN ACTIVITY AND TERMS. A SIMILAR TREND IS REFLECTED IN THE PRIVATE EQUITY SPHERE, WHERE THE SAME COMPARISON SHOWS FALLING BY 2% AND BY 34%. Behind these trends are macroeconomic concerns and ongoing volatility, both of which are damaging confidence and inhibiting dealmaking. In Europe, volatility will likely persist through the year as sovereign debt problems are unlikely to be resolved quickly. This will have an impact on valuations and add to M&A risk. Nevertheless, compared with Q4 211, Europe saw an increase in the total value of M&A in the first quarter, buoyed by the announced US$61bn merger of Glencore with Xstrata. Furthermore, companies from Asia continue to show good appetite for European assets, with bidders from the region seeing the present market situation as an opportunity to acquire market share and expertise. In particular, Chinese companies are increasingly interested in overseas assets, as a way to diversify and mitigate the impact of falling profit margins in their home territory. Fears that growth in China may be slowing originate largely from suppressed profits amongst Industrials & Chemicals companies. These concerns could be assuaged however if the recovery in the US is sustained and exports pick up. Furthermore, although foreign investors are cooling on China, a number of foreign businesses remain keen to establish themselves in the country, attracted by the tremendous opportunities that still exist. In January, American Express purchased a stake in Chinese mobile payments provider LianLian Pay, for US$125m. This move, which will allow American Express to offer digital wallet services in the region, is a well considered attempt to increase exposure to the fast growing consumer market in Asia. The first quarter of 212 also marked a landmark investment into China s financial sector by western banks, with UBS and Standard Chartered joining two Chinese investors to acquire a 16.5% stake in China Cinda Asset Management Corporation for US$1.6bn. Away from defensive stocks and ongoing consolidation among financial services companies, perhaps one of the most talked about deal announcements of late was the US$1bn acquisition of mobile photography app Instagram by Facebook. The deal is one amongst a stream of start-up acquisitions, including direct marketer Tagtile and webcam eye-tracking software GazeHawk, demonstrating a keen desire to refresh the product offering and maintain innovation at Facebook ahead of its flotation on the Nasdaq in May. In the US, TMT M&A will continue to be a bright spot, and there are also signs that niche cross-border pockets are setting up for a strong 212, such as deal making between the US and Israel. Globally, the Media subsector has been one of the most resilient, with volume only 3% below Q1 211 levels in Q Of note is Cisco s US$5bn acquisition of broadcast software provider NDS Group from News Corp, which is intended to assist with the development of their video platform and expansion into China and India. Taking stock of the global M&A situation, a number of regional and sector niche opportunities mean that there are good reasons to stay upbeat about deal making in 212. Crucially, the underlying factors influencing the downturn appear to be sentimentally rather than fundamentally driven, so that those lucrative opportunities that do exist will continue to be pursued, so long as financing can be obtained and investors persuaded. Head of Research: Elias Latsis Editor: Felicity James For advertising opportunities contact: Erik Wickman Tel: + (1) erik.wickman@mergermarket.com Global overview: Rob Imonikhe Latin America: Urna Chakraborty North America: Ashley Klepach Asia-Pacific: Timothy Phillips Europe: Peter Kruk and Kirsty Wilson Middle East & Africa: Silvia Paparello, Marie-Laure Keyrouz and Beatrice Bragho 1

4 LEAGUE TABLES GLOBAL OVERVIEW TOP 2 FINANCIAL ADVISERS GLOBAL Ranking Q1 212 Q1 211 Q1 212 Q1 211 Company name Value Deal count Value Value change (%) 1 2 Goldman Sachs 125, , % 2 8 Citigroup 111, , % 3 1 Deutsche Bank 17, , % 4 3 Morgan Stanley 17, , % 5 1 JPMorgan 16, ,68-3.2% 6 6 Barclays 95, , % 7 7 Credit Suisse 79, , % 8 16 Nomura Holdings 68, , % 9 5 Bank of America Merrill Lynch 61, , % 1 18 BNP Paribas 55, , % Rothschild 29, ,69 6.6% RBC Capital Markets 28, , % 13 4 Lazard 24, , % 14 9 UBS Investment Bank 23, , % 15 2 Evercore Partners 15, , % TD Securities 14, , % Greenhill & Co 13,58 6 1, % Jefferies & Company 12, , % BMO Capital Markets 12,2 13 8, % 2 15 HSBC 11, , % TOP 2 FINANCIAL ADVISERS GLOBAL Ranking Q1 212 Q1 211 Q1 212 Q1 211 Company name Value Deal count Deal count Deal count change 1 1 Goldman Sachs 125, Morgan Stanley 17, JPMorgan 16, Deutsche Bank 17, Bank of America Merrill Lynch 61, PwC 4, Deloitte 2, Rothschild 29, Citigroup 111, Lazard 24, Barclays 95, UBS Investment Bank 23, Credit Suisse 79, RBC Capital Markets 28, Nomura Holdings 68, KPMG 1, Ernst & Young 3, Houlihan Lokey 1, Jefferies & Company 12, HSBC 11, The financial adviser league tables by value and volume have been run from 1-Jan-12 to 31-Mar-12. The tables cover all sectors and are based on the geography of either the target, bidder or seller being Global. 2

5 LEAGUE TABLES GLOBAL OVERVIEW TOP 2 LEGAL ADVISERS GLOBAL Ranking Q1 212 Q1 211 Q1 212 Q1 211 Company name Value Deal count Value Value change (%) 1 8 Freshfields Bruckhaus Deringer 84, , % 2 7 Linklaters 77, ,34-2.1% King & Wood Mallesons 62,34 1 2,947 2,5.% 4 4 Sullivan & Cromwell 4, , % 5 6 Skadden Arps Slate Meagher & Flom 28, , % 6 53 Kirkland & Ellis 27, , % 7 1 Allen & Overy 24, , % 8 13 Dewey & LeBoeuf 23, , % 9 29 Jones Day 23, ,25 3.6% 1 16 Clifford Chance 22, , % Paul Weiss Rifkind Wharton & Garrison 19, , % Davis Polk & Wardwell 19, , % 13 3 Latham & Watkins 18, , % Vinson & Elkins 17, , % Weil Gotshal & Manges 16, , % Gibson Dunn & Crutcher 16, , % Stikeman Elliott 16, , % Shearman & Sterling 15, , % Bennett Jones 14, ,2 1,296.6% 2 2 Simpson Thacher & Bartlett 13, , % TOP 2 LEGAL ADVISERS GLOBAL Ranking Q1 212 Q1 211 Q1 212 Q1 211 Company name Value Deal count Deal count Deal count change 1 4 Jones Day 23, Linklaters 77, Kirkland & Ellis 27, DLA Piper 7, Latham & Watkins 18, Freshfields Bruckhaus Deringer 84, Clifford Chance 22, Allen & Overy 24, CMS 1, Hogan Lovells 5, Sullivan & Cromwell 4, Skadden Arps Slate Meagher & Flom 28, Weil Gotshal & Manges 16, Blake, Cassels & Graydon 13, Baker & McKenzie 2, Stikeman Elliott 16, White & Case 6, Dewey & LeBoeuf 23, Wilson Sonsini Goodrich & Rosati P.C. 3, Mayer Brown 1, The legal adviser league tables by value and volume have been run from 1-Jan-12 to 31-Mar-12 and include lapsed and withdrawn deals. The tables cover all sectors and are based on the geography of either the target, bidder or seller being Global. 3

6 LEAGUE TABLES GLOBAL OVERVIEW ACTIVITY TABLE OF PRIVATE EQUITY FIRMS ON GLOBAL BUYOUTS Rank Q1 212 Company name Value Deal count 1 Apollo Global Management 7, = Access Industries 7,15 1 2= Riverstone Holdings 7, GS Capital Partners 3, Advent International 3, CITIC Capital Partners 2,5 3 7 CVC Capital Partners 2, Vista Equity Partners 2, Cinven 1, Blackstone Group 1, Insight Venture Partners 1, China Africa Development Fund 1, TPG Capital Novo Strategic Value Partners Rank Q1 212 Company name Deal count Value 1 The Riverside Company Lloyds TSB Development Capital = Grey Mountain Partners - 4 3= mutares Apollo Global Management 7, CITIC Capital Partners 2,5 3 7 CVC Capital Partners 2, Vista Equity Partners 2, General Atlantic The Carlyle Group Wynnchurch Capital H.I.G. Capital = Arsenal Capital Partners = Platinum Equity = Ciclad = Levine Leichtman Capital Partners = Naxicap Partners - 3 The private equity buyout activity tables by value and volume are based on private equity firms advising the bidder on buyout deals where the dominant geography of the target company is Global. The tables by value and volume have been run from 1-Jan-12 to 31-Mar-12 and exclude lapsed and withdrawn deals. ACTIVITY TABLE OF PRIVATE EQUITY FIRMS ON GLOBAL EXITS Rank Q1 212 Company name Value Deal count 1 Permira 5, 1 2 Madison Dearborn Partners 3, GS Capital Partners 3, EnCap Investments 2, Cinven 2, The Carlyle Group 2, Riverstone Holdings 2, Mid Europa Partners 1, Electra Partners 1, Intermediate Capital Group 1, Arle Capital Partners 1, Atlas Venture 1,2 3 13= Teachers Private Capital 1, 1 13= Thoma Bravo 1, 1 13= Vestar Capital Partners 1, 1 Rank Q1 212 Company name Deal count Value 1 Sun Capital Partners Intel Capital Audax Private Equity Group The Carlyle Group 2, Atlas Venture 1,2 3 6 TA Associates Platinum Equity Scottish Equity Partners Benchmark Capital Softbank Capital Partners American Capital SV Angel H.I.G. Capital GS Capital Partners 3, Riverstone Holdings 2,123 2 The private equity exit activity tables by value and volume are based on private equity firms advising the vendor on exit deals where the dominant geography of the target company is Global. The tables by value and volume have been run from 1-Jan-12 to 31-Mar-12 and exclude lapsed and withdrawn deals. 4

7 TREND GRAPHS GLOBAL OVERVIEW Value (US$bn) GLOBAL M&A QUARTERLY TREND 1,4 1,2 1, ,5 4, 3,5 3, 2,5 2, Number of deals Value (US$bn) ,5 1 1, GLOBAL M&A QUARTERLY PRIVATE EQUITY TREND Number of deals Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q Total value Mid-market value Total volume Mid-market volume Buyout value Exit value Buyout volume Exit volume GLOBAL M&A ANNUAL TREND GLOBAL M&A ANNUAL PRIVATE EQUITY TREND 4, 18, 9 3,5 3,5 16, 8 3, Value (US$bn) 3, 2,5 2, 1,5 1, 14, 12, 1, 8, 6, 4, Number of deals Value (US$bn) ,5 2, 1,5 1, Number of deals 5 2, YTD 212* YTD 212* Total value Mid-market value Total volume Mid-market volume Buyout value Exit value Buyout volume Exit volume 5

8 TREND GRAPHS GLOBAL GEOGRAPHIC BREAKDOWN YTD 212 GLOBAL OVERVIEW 1.9% 4.5% 18.6% Asia-Pacific Europe 2.8% 4.4% 17.4% Asia-Pacific Europe North America North America Middle East & Africa Middle East & Africa 35.5% Central & South America 34.3% Central & South America 39.5% 41.1% GLOBAL M&A SECTOR BREAKDOWN YTD % 1.3% 1.7% 3.7% 2.2% 1.4% 13.9% Industrials & Chemicals Consumer 1.%.9% 2.1%.3% 3.2% 3.4% 3.4% 21.6% Industrials & Chemicals Consumer 4.5% 6.7% Business Services 3.8% Business Services 5.9% 5.5% Technology Energy, Mining & Utilities 7.5% Technology Energy, Mining & Utilities Financial Services Financial Services 8.8% 6.4% Pharma, Medical & Biotech Construction 8.1% 13.7% Pharma, Medical & Biotech Construction Media Media 35.5% Leisure Transportation Real Estate 9.% 1.9% 11.1% Leisure Transportation Real Estate Agriculture Agriculture Telecommunications Telecommunications Defence 6

9 TREND GRAPHS GLOBAL M&A DEAL SIZE BREAKDOWN GLOBAL OVERVIEW % 39.8% 42.% 4.6% 27.3% 3.2% 29.%.7%.7%.6%.5%.4%.5% 1.9% 1.% 1.1% 1.1% 1.2% 1.3% % 3.8% 96 5.% 4.7% 4.7% 5.5%.4% 1.1% 4.4% Percentage % 16.9% 15.3% 16.5% 2.6% 19.3% 2.8% Percentage % 5.1% 4.6% 3.9% 4.5% 4.9% 4.9% % 7.5% 23.% 7.9% 19.3% 8.9% 2.5% 7.9% 27.6% 9.5% 25.8% 1.2% 27.% 1.6% % 87.4% 9.1% 9.9% 89.2% 88.8% 89.1% % 12.5% 14.5% 14.5% 14.9% 14.5% 12.5% YTD 212* YTD 212* <US$25m or undisclosed value US$251m-US$5m US$51m-US$2,m US$2,1m-US$5,m >US$5,1m <US$25m or undisclosed value US$251m-US$5m US$51m-US$2,m US$2,1m-US$5,m >US$5,1m SECTOR ANALYSIS GLOBAL SECTOR ANALYSIS Sector Q1 212 Q1 211 % change Value ($m) Mrk share Deal count Value ($m) Mrk share Deal count value volume Energy, Mining & Utilities 149, % , % 294-9% -62 Industrials & Chemicals 58, % , % 639-5% -8 Consumer 28, % , % % -64 Financial Services 36, % 21 61, % 266-4% -56 Pharma, Medical & Biotech 24, % , % % -68 Technology 26, % , % 359-5% -78 Business Services 23, % 288 2, % % -151 Media 7, % 88 15, % 91-52% -3 Transportation 1, % 83 19,7 3.2% 99-43% -16 Real Estate 15, % 54 41,98 6.9% 51-63% 3 Leisure 5, % 88 7,48 1.2% 17-2% -19 Telecommunications 5, % 24 24,97 4.1% 44-77% -2 Defence 9.% 7 5,52.9% 12-1% -5 Construction 19,79 4.5% 99 12,333 2.% % -2 Agriculture 9,7 2.2% 26 1,9.3% % -2 Total 421,379 2,587 64,75 3,246-3%

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11 A MERGERMARKET M&A REPORT ON LATIN AMERICA LATIN AMERICA IN Q1 212 LATIN AMERICA M&A DROPPED IN TERMS OF BOTH AND WHEN COMPARED TO Q1 OF LAST YEAR, REPORTING 116 DEALS COLLECTIVELY WORTH US$19.1BN. THE SECTOR WITH THE HIGHEST MARKET SHARE, BUSINESS SERVICES, HAS 14 DEALS WORTH US$7.5BN, UP 68% FROM Q1 211 IN. BRAZIL REMAINS THE FORERUNNER IN THE FIRST QUARTER COMPRISING 75.4% OF DEALS BY AND 56% BY WITH A TOTAL OF 65 DEALS WORTH US$14.4BN. Meanwhile, Mexico, Colombia and Costa Rica have also been active in M&A for the first quarter, with Mexico and Colombia both at 1 deals valued at US$1.1bn. Costa Rica only has two reported deals for the quarter but they are collectively valued at a whopping US$1bn, comprising 5.3% of deals by value. The top deal of the quarter is Brazil-based Itau Unibanco Holding SA s acquisition of a 49.99% stake in Brazil-based Redecard SA. Announced on 7-Feb-12, it is valued at US$6.9m. Itau Unibanco, a provider of commercial and investment banking services, already owns a 5.1% stake in Redecard, a provider of credit card payment processing services. The lead Latin American financial adviser by value and volume is Citigroup at number one, up nine spots from last year, having advised on five deals worth US$15.5bn. In second place is Banco Itau BBA, up five spots from Q1 211, with five deals worth US$9.6bn. The top Latin American legal advisory firm by value is Mattos Filho, Veiga Filho, Marrey Jr e Quiroga Advogados with five deals worth US$8.9bn followed by Lefosse Advogados with four deals worth US$2.7bn. By volume, the top Latin American legal firm is Pinheiro Neto Advogados with 13 deals worth US$974m and Machado Meyer Sendacz e Opice comes in second, having advised on nine deals worth US$2.5bn. 9

12 DEAL OF THE QUARTER Deal summary LATIN AMERICA Announced: 7-Feb-12 Deal Value: US$6,864m Itau Unibanco Holding SA has agreed to acquire a 49.99% stake in Redecard SA. Itau Unibanco, the listed Brazil-based company headquartered in Sao Paulo, is a provider of commercial and investment banking services. Redecard, the listed Brazilbased company headquartered in Barueri, is a provider of credit card payment processing services. TERMS: R$35 (US$2.46) in cash per each Redecard share. Itau Unibanco will acquire 336,39,251 shares in Redecard, which corresponds to a 49.99% in the target company. POST-DEAL DETAILS: Once the transaction is completed, Redecard will be delisted from BM&F Bovespa. CONDITIONS: Redecard shareholder approval Regulatory approvals Customary closing conditions BACKGROUND: Itau Unibanco already owns a 5.1% stake in Redecard. Based on 672,97,75 Redecard shares outstanding, the implied equity value of the transaction is R$23, m (US$13,732m). The offer provides a premium of 9.5% over Redecard s closing share price of R$32.4 (US$18.68) on 6-Feb-12, one day prior to the announcement of the transaction; and a premium of 29.1% based on Redecard s closing share price of R$28.95 (US$15.84) on 6-Jan-12, the last trading day one month prior to the announcement of the transaction. Advisers Target Financial BR Partners Citigroup Rothschild (Luiz Muniz) Bidder Financial Banco Itau BBA Legal Legal Mattos Filho, Veiga Filho, Marrey Jr e Quiroga Advogados 1

13 DEAL OF THE QUARTER LATIN AMERICA Bidder Itau Unibanco Holding SA Headquarters: Sector: Description: 1 Praca Alfredo Egydio De Souza Aranha Parque Jabaquara, Sao Paulo Brazil Financial Services Brazil-based provider of commercial and investment banking services Target Anglo American Sur S.A. Headquarters: Sector: Description: 939 Avenida Marcos Penteado de Ulhoa Rodrigues Barueri, Sao Paulo Brazil Business Services Brazil-based provider of credit card payment processing services 11

14 TOP DEALS LATIN AMERICA TOP 1 LATIN AMERICAN ANNOUNCED DEALS OF Q1 212 Announced Bidder company Target company Target dominant sector 7-Feb-12 Itau Unibanco Holding SA Redecard SA (49.99% stake) 26-Mar-12 Mubadala Development Company PJSC Grupo EBX (5.63% stake) 3-Jan-12 Atlantia-Bertin Group JV Atlantia SpA (concession motorway assets); and Bertin SA (concession motorway assets) 24-Jan-12 Banco Davivienda SA HSBC Costa Rica; HSBC El Salvador; and HSBC Honduras SA 24-Feb-12 CPFL Energias Renovaveis SA Bons Ventos Geradora de Energia SA Seller company Exit multiples (x) Bid premia Revenue EBITDA P/E 1-day before Deal value Business Services % 6,864 Energy, Mining & Utilities Construction Financial Services Energy, Mining & Utilities Atlantia SpA; and Bertin SA HSBC Bank (Panama) SA Fundo de Investimento em Participacoes Brasil Energia; Servtec Investimentos e Participacoes Ltda; and FIP Progresso - 2, - 1,132 n/a n/a Feb-12 BTG Pactual SA Celfin Capital Financial Services Feb-12 Cosan SA Industria e Comercio America Latina Logistica (5.67% stake) 7-Mar-12 AXA SA HSBC Holdings plc (property and casualty businesses in Hong Kong, Singapore and Mexico) 15-Mar-12 7-Mar-12 Transmissora Alianca de Energia Eletrica SA Prosegur Compania de Seguridad SA Abengoa Participacoes Holding SA (5.% stake) Transbank; and Nordeste Seguranca Based on announced deals, including lapsed and withdrawn bids Based on dominant geography of target company being Latin America Data correct as of 1-Apr-12 Transportation % 524 Financial Services Energy, Mining & Utilities HSBC Holdings plc n/a n/a Abengoa SA Business Services

15 LEAGUE TABLES LATIN AMERICA TOP 2 FINANCIAL ADVISERS LATIN AMERICA Ranking Q1 212 Q1 211 Q1 212 Q1 211 Company name Value Deal count Value Value change (%) 1 1 Citigroup 15, , % 2 7 Banco Itau BBA 9, , % 3 31 BR Partners 7, % 4 13 Rothschild 6, ,24 31.% 5 2 Goldman Sachs 4, , % 6 15 Credit Suisse 2, , % 7 4 HSBC 1, , % 8 9 Morgan Stanley 1, , % 9 2 UBS Investment Bank 1, % 1 1 BTG Pactual , % Bank of America Merrill Lynch , % 12= 25 Barclays % 12= - ING Stephens Wells Fargo Securities Standard Chartered Banco Bradesco BBI , % 17= - Daewoo Securities Co = 16 Deutsche Bank , % 17= - Samsung Securities Co TOP 2 FINANCIAL ADVISERS LATIN AMERICA Ranking Q1 212 Q1 211 Q1 212 Q1 211 Company name Value Deal count Deal count Deal count change 1 4 Citigroup 15, Banco Itau BBA 9, Goldman Sachs 4, HSBC 1, UBS Investment Bank 1, BTG Pactual BR Partners 7, Rothschild 6, Credit Suisse 2, Bank of America Merrill Lynch Stephens Banco Bradesco BBI Morgan Stanley 1, = 31 Barclays = - ING Wells Fargo Securities Standard Chartered = - Daewoo Securities Co = 19 Deutsche Bank = - Samsung Securities Co The financial adviser league tables by value and volume have been run from 1-Jan-12 to 31-Mar-12. The tables cover all sectors and are based on the geography of either the target, bidder or seller being Latin American. 13

16 LEAGUE TABLES LATIN AMERICA TOP 2 LEGAL ADVISERS LATIN AMERICA Ranking Q1 212 Q1 211 Q1 212 Q1 211 Company name Value TOP 2 LEGAL ADVISERS LATIN AMERICA Deal count Value Value change (%) 1 18 Mattos Filho, Veiga Filho, Marrey Jr e Quiroga Advogados 8, , % 2 19 Lefosse Advogados 2,72 4 1, % 3 5 Machado Meyer Sendacz e Opice 2, , % 4 6 Souza, Cescon, Barrieu & Flesch Advogados 2, , % 5= 12 Davis Polk & Wardwell 2, 1 6, % 5= 37 Shearman & Sterling 2, % 6 7 Skadden Arps Slate Meagher & Flom 1, ,669-8.% 7 4 Clifford Chance 1, ,36-89.% 8 89 Linklaters 1, % 9 2 Barbosa, Mussnich & Aragao 1, , % 1 - Kim & Chang 1, Pinheiro Neto Advogados , % 12= - Addleshaw Goddard = - Arias, Fabrega & Fabrega = - Berdeja y Asociados = 97 Consortium Centro America Abogados = - Dudley & Asociados = - F.A. Arias & Munoz = - Hughes Hubbard & Reed = - Lopez Rodezno & Asociados = - Morgan & Morgan Ranking Q1 212 Q1 211 Q1 212 Q1 211 Company name Value Deal count Deal count Deal count change 1 2 Pinheiro Neto Advogados Machado Meyer Sendacz e Opice 2, Souza, Cescon, Barrieu & Flesch Advogados 2, Mattos Filho, Veiga Filho, Marrey Jr e Quiroga Advogados 8, Lefosse Advogados 2, Tozzini Freire Teixeira e Silva Advogados Clifford Chance 1, Linklaters 1, Azevedo Sette Advogados Lobo & de Rizzo Advogados Gomez-Pinzon Zuleta Jones Day White & Case Brigard & Urrutia Skadden Arps Slate Meagher & Flom 1, Barbosa, Mussnich & Aragao 1, Kim & Chang 1, Alston & Bird Mundie e Advogados Philippi, Yrarrazaval, Pulido & Brunner The legal adviser league tables by value and volume have been run from 1-Jan-12 to 31-Mar-12 and include lapsed and withdrawn deals. The tables cover all sectors and are based on the geography of either the target, bidder or seller being Latin American. 14

17 TREND GRAPHS LATIN AMERICA LATIN AMERICAN M&A QUARTERLY TREND LATIN AMERICAN M&A QUARTERLY PRIVATE EQUITY TREND 4,5 4, 3, Value (US$bn) Number of deals Value 3, 2,5 2, Number of deals 2 6 1, , Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q Total value Mid-market value Total volume Mid-market volume Buyout value Exit value Buyout volume Exit volume LATIN AMERICAN M&A ANNUAL TREND LATIN AMERICAN M&A ANNUAL PRIVATE EQUITY TREND , , 45 Value (US$bn) Number of deals Value 6, 5, 4, 3, 2, Number of deals 2 1 1, YTD 212* YTD 212* Total value Mid-market value Total volume Mid-market volume Buyout value Exit value Buyout volume Exit volume 15

18 TREND GRAPHS LATIN AMERICAN M&A GEOGRAPHIC BREAKDOWN YTD 212 LATIN AMERICA 5.3%.3% 5.8%.1% 2.6% Brazil Chile.9% 5.2% 6.9% Brazil Chile 5.6% Colombia 8.6% Colombia Costa Rica Costa Rica 4.9% Mexico 1.7% Mexico Peru Uruguay Argentina 8.6% 56.% Peru Uruguay Argentina 75.4% 12.1% LATIN AMERICAN M&A SECTOR BREAKDOWN YTD % 4.2%.7%.1%.1% 1.5% 2.4% 6.1% 24.4% Industrials & Chemicals Energy, Mining & Utilities 2.6% 1.7%.9% 3.4% 3.4% 3.4% 18.1% Industrials & Chemicals Energy, Mining & Utilities Consumer 3.4% Consumer 12.9% Business Services Financial Services 6.% Business Services Financial Services Technology 17.2% Technology Leisure Transportation 11.2% Leisure Transportation Construction Construction Real Estate Real Estate 39.3% Pharma, Medical & Biotech Media 12.1% 16.4% Pharma, Medical & Biotech Agriculture Media 16

19 TREND GRAPHS LATIN AMERICAN M&A DEAL SIZE BREAKDOWN LATIN AMERICA % % 1.8% 3.5% 9.2% 29.3% 39.6% 28.9% 35.9% 1.%.2%.6%.3% 1.2% 1.%.7% 1.2% 1.8% 2.% 1 5.3% 5.4% 4.7% 6.9% 8.2% 6.3% 5.3% 9 7.4% 5.4% 6.3% 8.8%.9% 1.1% 6.% 6.% 5.2% 9.5% Percentage % 21.8% 1.3% 12.7% % 16.2% 25.5% % 24.5% 1.% 14.7% % 1.1% 14.8% % 24.9% 6.9% 9.4% % 27.3% 11.1% 14.4% % 21.3% 13.1% YTD 212* Percentage % % % % % % % YTD 212* <US$25m or undisclosed value US$251m-US$5m US$51m-US$2,m US$2,1m-US$5,m >US$5,1m <US$25m or undisclosed value US$251m-US$5m US$51m-US$2,m US$2,1m-US$5,m >US$5,1m SECTOR ANALYSIS LATIN AMERICAN SECTOR ANALYSIS Sector Q1 212 Q1 211 % change Value ($m) Mrk share Deal count Value ($m) Mrk share Deal count Value Volume Energy, Mining & Utilities 4, % 2 11,1 28.% 31-58% -35% Industrials & Chemicals % 21 1, % 21-62% % Consumer 1, % 19 4, % 29-7% -34% Financial Services 2, % % 8 377% 63% Pharma, Medical & Biotech 24.1% % 5-85% -4% Technology 139.7% % 5 148% 4% Business Services 7, % % 16 68% -13% Media % 1 4.1% 3 % -67% Transportation % 4 8,8 2.2% 9-9% -56% Real Estate 28.1% 4 1,94 2.8% 2-97% 1% Leisure % % 4 34% % Telecommunications.% 11, % 4 % 1% Defence.%.% 1 1% % Construction 1, % % 1 1% -6% Agriculture 5.% % 9-98% -78% Total 19, , % -26% 17

20 A MERGERMARKET M&A REPORT ON NORTH AMERICA NORTH AMERICA M&A DOWN IN Q1 212 AFTER STEADY 211 ALTHOUGH M&A ACTIVITY HELD STEADY IN 211, NORTH AMERICAN ACTIVITY DECLINED IN Q1 212, WITH 873 DEALS D AT US $149M, REPRESENTING A 9.9% DECREASE IN AND A 26.2% DECREASE IN. WHEN COMPARED TO THE SAME TIME LAST YEAR, Q1 212 ACCOUNTED FOR A 43.37% DECREASE IN M&A ACTIVITY IN NORTH AMERICA. IN THE NORTH AMERICA REGION, PRIVATE EQUITY EXITS WERE THE ONLY TRANSACTIONS THAT HAD INCREASED FROM 211, ACCOUNTING FOR 138 DEALS D AT US$ 21.3M. THIS REPRESENTS A 1.8% INCREASE IN ACTIVITY FROM THE SAME TIME LAST YEAR. WHILE NORTH AMERICAN EXITS HAVE INCREASED, PRIVATE EQUITY BUYOUTS HAVE STAYED IN LINE WITH THE OVERALL NORTH AMERICA TREND, DECREASING 35.95% SINCE Q A closer look at the M&A deal size breakdown reveals a dramatic decrease in large-cap transactions with a deal value greater than US$5bn, with 4 deals valued at US$26.572bn. This represents an 8.15% decrease from Q Another area consistent with the downward trend in 212 was small-cap transactions, with a deal value between US$m to US$25m. This breakdown decreased 32.77% from Q Deal values of US$25 to US$5m remained steady when compared to the same period in 211. Energy, Mining & Utilities dominate deal activity in 212 Like the overall M&A activity trend in North America, the market share in Q1 212 for the individual sectors have drastically declined from the year prior, with a 43% decrease in deal value. The Energy, Mining, & Utilities sector dominated in 212, with 92 deals valued at US$46.26m, which represents a 3.9% market share. This represents a 51% decrease in value from Q1 211 and a 15% decreased by volume. The sector with the second largest market share in Q1 212 was Industrials & Chemicals, with a 16.1% market share. Industrials & Chemicals accounted for 164 deals worth US$23.924m, which accounted for a 57% decrease in deal values and a 1% decrease in deal volume. Agriculture was the sector with the largest announced transaction for Q1 212, with Glencore International plc acquiring Viterra Inc. for a deal value of US$7.347bn. The offer represented a 1.7% premium based on the previous closing share price of CA$15.98 per share. The transaction is still pending. Energy, Mining & Utilities did have the second largest announced deal for Q A consortium of investors, made up of Apollo Global Management, Riverstone Holdings, and Access Industries Inc, has agreed to acquire EP Energy Corporation from El Paso Corporation for a deal value of US$7.15bn. 18

21 DEAL OF THE QUARTER Deal summary NORTH AMERICA Announced: 2-Mar-12 Deal Value: US$7,347m PLAN OF ARRANGEMENT: Viterra Inc.(TSX:VT), a Canada corporation, has signed a definitive agreement to be acquired by Glencore International plc (LON: GLEN), a Switzerland corporation. The boards of directors of both companies have approved the merger. Viterra Inc., a Canadian company headquartered at Regina, SK, is a vertically integrated global agri-business company that provides premium quality ingredients to leading global food manufacturers. Glencore International, a Switzerland-based company headquartered in Baarermattstrasse, BAAR is a holding company operating within the commodity sector. RATIONALE: The firm stated that the acquisition of Viterra is consistent with Glencore s strategy of strengthening its position as one of the global leaders in grain and oilseeds markets. They further stated that Viterra s Tier 1 portfolio of assets in Canada and Australia will allow Glencore to build upon its position as one of the world s largest commodity suppliers and provides the opportunity to leverage Glencore s extensive global networks, expertise and best practices in order to create additional value across its agricultural businesses. CONDITIONS: ICA (Canada) CA (Canada) HSR (USA) FIRB Approval (Australia) ACCC Approval (Australia) EU Merger Regulation MOFCOM (China) JFTC (Japan) KFTC (South Korea) Competition Tribunal (South Africa) AMC (Ukraine) Competition Board (Turkey) Overseas Investment Act (New Zealand) VT EGM (66 2/3% affirmative vote required to approve) FINANCING: The transaction will be funded out of Glencore s existing cash resources and available credit facilities. POST DEAL DETAILS: TERMS: C$16.25 per VT share The offer provides a premium of 1.7% based on VT s closing share price on 19-Mar-12 of C$15.97 or 48% over VT s closing share price on 8-Mar-12 of C$1.98, a day prior to public announcement of expression of interest in VT. The implied equity value of the transaction is approx. C$6.1bn. If a superior offer were to emerge for VT, the company would be required to give GLEN at least 5 business days to make adjustments to its current offer before VT s board of directors could effect a change of recommendation of the deal. Glencore has entered into agreements with each of Agrium and Richardson International which provide for the sale of certain assets. Agrium will acquire the majority of Viterra s retail agri-products business including its 34% interest in Canadian Fertilizer Limited ( CFL ) for which Agrium will pay C$1.8bn. Richardson International will acquire 23% of Viterra s Canadian grain handling assets, certain agri-centres and certain processing assets in North America for C$.8bn. Regina, Canada will be the head office of North American Agriculture business. 19

22 DEAL OF THE QUARTER NORTH AMERICA EXPECTED CLOSE: The transaction is expected to close in the second quarter of 212. TERMINATION DATE: The termination date for the transaction is 15-Oct-12 but it can be extended under certain circumstances. TERMINATION FEE: C$185m, or 3.3% based on the implied equity value of the deal. The per-share increase required to cover this fee in a superior offer would be C$.49. Under certain circumstances, there would be a reverse termination fee and the parent would owe the company C$5m. BACKGROUND OF THE MERGER: There were rumors in the media that the firm might have received expression of interest from several parties. On 9-Mar-12, the company acknowledged that it has received expressions of interest from third-parties but there can be no assurance that a transaction will result. On 15-March-12, the firm acknowledged that, in response to expressions of interest from third parties to acquire the company, a process has been established by the Board of Directors of Viterra, which includes confidentiality agreements being entered into and the provision of due diligence. Following this announcement, on 2-Mar- 12, the firm announced that it has signed a definitive agreement pursuant to which Glencore has agreed to acquire shares of Viterra for C$16.25 per share. IRREVOCABLES: Senior Officers and Alberta Investment Management Corp, the largest shareholder of Viterra have entered into agreements with Glencore supporting the transaction. Exit multiples Y/E 31-Nov-11 Premium analysis Multiples Value Offer price per share (US$) 16.9 Revenue day before 1.71% EBITDA 1.4x month before 58.84% EBIT 15.x day after 1.9% Earnings 22.6x Pre-rumor 47.34% Advisers Target/Seller Financial Legal Canaccord Genuity Limited; TD Securities Inc. Ashurst; Fasken Martineau Dumoulin; Sidley Austin; Stikeman Elliott; Torys Bidder Financial Legal Bank of America Merrill Lynch; RBC Capital Markets; Bennett Jones; Curtis, Mallet-Prevost, Colt, & Mosle; King & Wood Mallesons; Linklaters PR PR Hill + Knowlton Strategies; Hinton & Associates; RLM Finsbury 2

23 DEAL OF THE QUARTER NORTH AMERICA mergermarket/dealreporter Intelligence 11-Mar-11 Glencore is behind 3.5bn offer for Viterra report 12-Mar-11 Viterra: Glencore, ADm said to have indicated highest bid for Bunge chasing 12-Mar-11 Glencore CEO confirms interest in Gavilon 13-Mar-11 Viterra could see foreign suitors find Canadian partners before launching bids report Bidder Glencore International plc Headquarters: Baarermattstrasse 3 Baar, Zug Switzerland Sector: Description: Mining Switzerland-based producer and marketer of mineral, metal, energy, and agricultural commodities Target Viterra Inc. Headquarters: Sector: Description: 2625 Victoria Avenue Regina, Saskatchewan Canada Consumer Canada-based vertically integrated global agri-business company 21

24 TOP DEALS & EXPECTED DEALS NORTH AMERICA TOP 1 NORTH AMERICAN ANNOUNCED DEALS OF Q1 212 Announced Bidder company Target company Target dominated sector Seller company Exit multiples (x) Bid premia Revenue EBITDA P/E 1-day before 2-Mar-12 Glencore International plc Viterra Inc Agriculture % 7, Feb-12 Apollo Global Management LLC; Riverstone Holdings LLC; and Access Industries Inc EP Energy Corporation Energy, Mining & Utilities 25-Jan-12 Roche Holding Ltd Illumina Inc Pharma, Medical & Biotech 28-Mar-12 Tyco Flow Control Pentair Inc Industrials & Chemicals 27-Jan-12 Eastman Chemical Company Solutia Inc 3-Jan-12 ABB Ltd Thomas & Betts Corporation Industrials & Chemicals Industrials & Chemicals 16-Jan-12 Pembina Pipeline Corp Provident Energy Ltd Energy, Mining & Utilities 15-Feb-12 Kellogg Company Procter & Gamble Company (Pringles snack business) Consumer Deal value El Paso Corporation - 7,15 Procter & Gamble Company % 6, , % 4, % 3, % 3, , Mar-12 BCE Inc Astral Media Inc Media % 3,28 17-Feb-12 Advent International Corporation; and GS Capital Partners TransUnion Corp Business Services Based on announced deals, including lapsed and withdrawn bids Based on dominant geography of target company being North America (US + Canada) Data correct as of 11-Apr-12 Madison Dearborn Partners LLC; and Pritzker family ,178 22

25 TOP DEALS & EXPECTED DEALS NORTH AMERICA PIPELINE OF NORTH AMERICAN EXPECTED DEALS Situation Target company Sector Potential bidder company Expected Deal Expected Deal Georgia Gulf Corporation Monster Worldwide Inc Industrials & Chemicals Technology Westlake Chemical Corporation Undisclosed bidder Financial adviser to bidder (B); target (T); seller (S) Deutsche Bank (B); Morgan Stanley (B) Stone Key Partners (T); Bank of American Merrill Lynch (T) Seller company Market cap/ est. value Comments 1,198 On 13-Jan-12, Georgia Gulf Corp, the US-based manufacturer of chlorvinyl and aromatics chemicals, received an unsolicited, US$35 per share offer from Westlake Chemical Corporaiton, the US-based manufacturer of basic chemicals, vinyls, polymers, and polyvinyl. On 1-Feb-12, Westlake raised the offer price and stated that it would be willing to pay part of the consideration in its own shares. The company also decided against nominating directors to the Georgia Gulf Board of Directors. In the meantime, Georgia Gulf Board of Directors has deemed the price as not appropriate and has not accepted the offer. 986 On 1-Mar-12, Monster Worldwide Inc, the US-based provider of employment services, announced that the Board of Directors is reviewing strategic alternatives for the company. They have retained Stone Key Partners and Bank of American Merrill Lynch as financial advisers for the review. Expected Deal Jakks Pacific Inc Consumer Oaktree Capital Rothschild (T) 492 On 13-Sep-11, Jakks Pacific Inc, the listed US-based manufacturer of toy products, received a public unsolicited offer from Oaktree Capital to buy the target at US$2 per share. The bidder already owns a 4.99% stake in Jakks. This offer was unanimously rejected by the target s Board of Directors on 5-Oct-11. Expected Deal LHC Group Inc Pharma, Medical & Biotech Expected Deal AMAG Pharmaceuticals Inc Pharma, Medical & Biotech Undisclosed bidder MSMB Capital MA Expected deals based on confirmed announcements by companies involved JPMorgan (T) 36 On 14-Feb-12, LHC Group Inc, the US-based provider of healthcare services to Medicare beneficiaries, has announced that the Board of Directors is exploring strategic alternatives for the company. 286 On 3-Aug-11, AMAG Pharmaceuticals, the listed US-based biopharmaceutical company, received an unsolicited proposal from MSMB Capital Management to acquire the company at US$18 per share in cash. AMAG Board of Directors has unanimously opposed the proposal and urged stockholders to take no action on the offer. One of the reasons why the Board of Directors might not support the acquisition is that MSMB is proposing to remove six of the seven current members of AMAG s Board and to replace them with its own nominees. 23

26 LEAGUE TABLES NORTH AMERICA TOP 2 FINANCIAL ADVISERS NORTH AMERICA Ranking Q1 212 Q1 211 Q1 212 Q1 211 Company name Value Deal count Value Value change (%) 1 3 Goldman Sachs 47, , % 2 6 Bank of America Merrill Lynch 39, , % 3 1 Deutsche Bank 34, , % 4 5 Barclays 31, , % 5 9 Citigroup 31, , % 6 16 RBC Capital Markets 29, ,13 143% 7 1 JPMorgan 26, , % 8 4 Morgan Stanley 26, , % 9 2 Lazard 17, ,2-79.4% 1 7 Credit Suisse 16, , % Evercore Partners 15, , % TD Securities 14, , % 13 8 UBS Investment Bank 14, , % Greenhill & Co 12, % Jefferies & Company 12, , % BMO Capital Markets 12,2 13 8, % Moelis & Company 1, , % Tudor, Pickering, Holt & Co 1, 3 1,427 61% Scotia Capital 8, , % 2 47 Canaccord Genuity 8,46 9 1, % TOP 2 FINANCIAL ADVISERS NORTH AMERICA Ranking Q1 212 Q1 211 Q1 212 Q1 211 Company name Value Deal count Deal count Deal count change 1 1 Goldman Sachs 47, RBC Capital Markets 29, JPMorgan 26, Bank of America Merrill Lynch 39, Morgan Stanley 26, Lazard 17, Barclays 31, Deutsche Bank 34, Houlihan Lokey Citigroup Inc 31, Jefferies & Company 12, Evercore Partners 15, Credit Suisse 16, UBS Investment Bank 14, Moelis & Company 1, Robert W. Baird & Co BMO Capital Markets 12, Sandler O'Neill & Partners 3, Wells Fargo Securities 5, Lincoln International The financial adviser league tables by value and volume have been run from 1-Jan-12 to 31-Mar-12. The tables cover all sectors and are based on the geography of either the target, bidder or seller being US or Canadian. 24

27 LEAGUE TABLES NORTH AMERICA TOP 2 LEGAL ADVISERS NORTH AMERICA Ranking Q1 212 Q1 211 Q1 212 Q1 211 Company name Value Deal count Value Value change (%) 1 3 Sullivan & Cromwell 35, , % 2 42 Kirkland & Ellis 26, , % 3 8 Skadden Arps Slate Meagher & Flom 22, , % 4 22 Jones Day 21, ,262 4.% 5 9 Dewey & LeBoeuf 2, , % 6 12 Davis Polk & Wardwell 17, , % 7 52 Vinson & Elkins 17, , % 8 28 Gibson Dunn & Crutcher 16, ,86 3.% 9 26 Freshfields Bruckhaus Deringer 16, , % 1 9 Stikeman Elliott 15, , % Paul Weiss Rifkind Wharton & Garrison 15, , % Weil Gotshal & Manges 15, , % Bennett Jones 14, % 14 2 Simpson Thacher & Bartlett 13, , % 15 4 Latham & Watkins 12, , % Linklaters 11, , % 17 1 Wachtell, Lipton, Rosen & Katz 11, , % 18 7 Shearman & Sterling 1, , % Willkie Farr & Gallagher 1, ,428 4.% 2 33 Blake, Cassels & Graydon 1, , % TOP 2 LEGAL ADVISERS NORTH AMERICA Ranking Q1 212 Q1 211 Q1 212 Q1 211 Company name Value Deal count Deal count Deal count change 1 1 Kirkland & Ellis 26, Jones Day 21, Latham & Watkins 12, DLA Piper 2, Sullivan & Cromwell 35, Blake, Cassels & Graydon 1, Weil Gotshal & Manges 15, Skadden Arps Slate Meagher & Flom 22, Stikeman Elliott 15, Wilson Sonsini Goodrich & Rosati 3, Vinson & Elkins 17, Morgan Lewis & Bockius 1, Morrison & Foerster 2, Gowling Lafleur Henderson 1, Dewey & LeBoeuf 2, Davis Polk & Wardwell 17, Gibson Dunn & Crutcher 16, Mayer Brown 1, McDermott Will & Emery 5, Linklaters 11, The legal adviser league tables by value and volume have been run from 1-Jan-12 to 31-Mar-12 and include lapsed and withdrawn deals. The tables cover all sectors and are based on the geography of either the target, bidder or seller being US or Canadian. 25

28 LEAGUE TABLES NORTH AMERICA ACTIVITY TABLE OF PRIVATE EQUITY FIRMS ON NORTH AMERICAN BUYOUTS Rank Q1 212 Company name Value Deal count 1 Apollo Global Management 7, Access Industries 7, Riverstone Holdings 7, GS Capital Partners 3, Advent International 3, Blackstone Group 1, Insight Venture Partners 1, Trilantic Capital Partners Golden Gate Capital Prospect Capital GI Partners Bain Capital Insight Equity Arlon Capital Partners Z Capital Partners Rank Q1 212 Company name Deal count Value 1 The Riverside Company 7 2 Grey Mountain Partners 4 3 Wynnchurch Capital Platinum Equity Levine Leichtman Capital Partners 3 6 Apollo Global Management 7, GS Capital Partners 3, Insight Venture Partners 1, Insight Equity Z Capital Partners Birch Hill Equity Partners Management The Stephens Group Versa Capital Management HIG Capital Arsenal Capital Partners 3 2 The private equity buyout activity tables by value and volume are based on private equity firms advising the bidder on buyout deals where the dominant geography of the target company is US or Canadian. The tables by value and volume have been run from 1-Jan-12 to 31-Mar-12 and exclude lapsed and withdrawn deals. ACTIVITY TABLE OF PRIVATE EQUITY FIRMS ON NORTH AMERICAN EXITS Rank Q1 212 Company name Value Deal count 1 Madison Dearborn Partners 3, EnCap Investments 2, Riverstone Holdings 1, The Carlyle Group 1, Teachers Private Capital 1, 1 6 Thoma Bravo 1, 1 7 Vestar Capital Partners 1, 1 8 Abingworth Management Advent Venture Partners Atlas Venture Novartis Venture Funds Polaris Venture Partners Berkshire Partners Greenbriar Equity Group Avista Capital Partners Rank Q1 212 Company name Deal count Value 1 Sun Capital Partners Audax Private Equity Group TA Associates Benchmark Capital American Capital SV Angel Avista Capital Partners Angelo, Gordon & Co Rho Capital Partners Softbank Capital Partners Morgenthaler Ventures General Catalyst Partners 2 13 HIG Capital 2 14 Macquarie Group 2 15 Panorama Capital 2 The private equity exit activity tables by value and volume are based on private equity firms advising the vendor on exit deals where the dominant geography of the target company is US or Canadian. The tables by value and volume have been run from 1-Jan-12 to 31-Mar-12 and exclude lapsed and withdrawn deals. 26

29 TREND GRAPHS NORTH AMERICA Value (US$bn) NORTH AMERICAN M&A QUARTERLY TREND ,6 1,4 1,2 1, Number of deals NORTH AMERICAN M&A QUARTERLY PRIVATE EQUITY TREND Value (US$bn) Number of deals Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q Total value Mid-market value Total volume Mid-market volume Buyout value Exit value Buyout volume Exit volume NORTH AMERICAN M&A ANNUAL TREND NORTH AMERICAN M&A ANNUAL PRIVATE EQUITY TREND 1,8 6, 5 1,2 1,6 45 1,4 5, 4 1, Value (US$bn) 1,2 1, 8 4, 3, Number of deals Value (US$bn) Number of deals 6 2, , YTD 212* YTD 212* Total value Mid-market value Total volume Mid-market volume Buyout value Exit value Buyout volume Exit volume 27

30 TREND GRAPHS NORTH AMERICAN M&A SECTOR BREAKDOWN YTD 212 NORTH AMERICA 3.7%.4%.5% 2.9% 2.4% 1.5% 5.7% 16.1% Industrials & Chemicals Technology Pharma, Medical & Biotech 8.9% 3.2% 2.2% 3.6%.5% 1.3% 1.6%.4%.1% 18.8% Industrials & Chemicals Technology Pharma, Medical & Biotech 4.5% 7.7% Business Services Business Services Consumer Consumer 12.3% Energy, Mining & Utilities Financial Services Leisure 1.5% 16.% Energy, Mining & Utilities Financial Services Leisure 3.9% 6.6% 5.% Media Construction Transportation Real Estate 1.5% 1.7% 11.3% Media Construction Transportation Real Estate Telecommunications Telecommunications Agriculture Defence Agriculture NORTH AMERICAN M&A DEAL SIZE BREAKDOWN.7%.7%.6%.7%.5% % 43.5% 49.3% 58.8% 32.1% 37.6% 17.8% 26.3% % 1.5% 5.3% 1.1% 1.8% 6.2%.8% 3.7% 4.2% 1.% 3.5% 3.8% 1.1% 1.4% 5.6% 4.9% 1.5% 5.5% Percentage % 16.8% 6.2% 9.5% 18.8% 21.6% 6.5% 9.6% 13.8% 17.5% 7.3% 12.2% 13.3% 13.2% 5.4% 9.3% 18.% 27.7% 9.7% 12.5% 21.4% 2.5% 8.8% 11.7% 33.% 11.% 11.9% Percentage % 86.8% 5.3% 85.6% 9.6% 91.% 5.2% 87.4% 5.4% 87.6% 5.4% 87.2% YTD 212* YTD 212* <US$25m or undisclosed value US$251m-US$5m US$51m-US$2,m US$2,1m-US$5,m >US$5,1m <US$25m or undisclosed value US$251m-US$5m US$51m-US$2,m US$2,1m-US$5,m >US$5,1m 28

31 SECTOR ANALYSIS NORTH AMERICA NORTH AMERICAN SECTOR ANALYSIS Sector Q1 212 Q1 211 % change Value ($m) Mrk share Deal count Value ($m) Mrk share Deal count Value Volume Energy, Mining & Utilities 46,26 3.9% 92 93, % 18-51% -15% Industrials & Chemicals 23, % , % % -1% Consumer 9, % 92 5, % 93 72% -1% Financial Services 6,76 4.5% 78 6, % 96 1% -19% Pharma, Medical & Biotech 18, % 99 23, % % -23% Technology 11, % 14 2, % % -17% Business Services 7,53 5.% 93 9, % 14-21% -34% Media 4, % 28 5,96 2.2% 33-28% -15% Transportation 578.4% 14 1,44.4% 18-45% -22% Real Estate 5,46 3.7% 11 33, % 13-84% -15% Leisure 3, % % 2 35% 55% Telecommunications 2, % % % % Defence 9.% 4 4, % 7-1% -43% Construction 75.5% 19 1,437.5% 33-48% -42% Agriculture 8,57 5.7% 3 43.% % -57% Total 148, ,86 1,52-43% -17% 29

32 A MERGERMARKET M&A REPORT ON ASIA-PACIFIC ASIA-PACIFIC ASIA-PACIFIC FOLLOWED MUCH THE SAME PATH AS THE REST OF THE WORLD IN POSTING A DECLINE IN M&A IN Q1 212, WITH US$77.2BN IN DEALS. THE TOTAL DEAL WAS 14.5% LOWER THAN THE PREVIOUS QUARTER, WHILE ON A YEAR-ON-YEAR BASIS IT WAS DOWN BY 21.4%. AS A RESULT, IT WAS THE LOWEST QUARTERLY TOTAL SINCE RIGHT AFTER THE FALLOUT FROM THE GLOBAL FINANCIAL CRISIS (Q1 29). IN TERMS OF, THE TOTAL NUMBER OF 441 DEALS IN THE FIRST QUARTER WAS A SIGNIFICANT DECLINE ON THE 574 DEALS THAT Q4 211 WITNESSED. HOWEVER, THIS MAY HAVE CONTRIBUTED TO THE INCREASED AVERAGE DEAL SIZE IN THE FIRST QUARTER OF US$175M. Chindia dominate deal landscape The two Asian BRICs, China and India, stamped their mark on the Asian M&A scene in Q Making up nearly half of Asia-Pacific s total deal value, the two giants surged ahead in the Energy, Mining & Utilities sector. India was home to this quarter s biggest deal. Sesa Goa, the Indian-listed diversified mining company, agreed to acquire Sterlite Industries, its domestic-listed affiliate, under the umbrella of Vedanta Resources in a share swap agreement that values the deal at US$1.3bn. In China, four of the region s top ten deals involved a Chinese target. It also led the way by deal volume, racking up 11 deals in the first quarter of 212, followed by Japan with 81 and Australia with 62. In another possible harbinger of the popularity of the Energy, Mining & Utilities sector in Asia, the third-largest deal was Shanghai Baosteel Stainless Steel s US$4.1bn bid for the stainless steel business unit of Baoshan Iron & Steel. Malaysia was also featured in the top ten deals when 1Malaysia Development, a Malaysian state-owned strategic development company, agreed to buy Tanjong Energy, a Malaysia-based electrical power generating company, for US$2.8bn. Perhaps like China, the Malaysian state-owned firm cited its federal strategy of long-term energy security as the prime motive for the acquisition. Top two sectors pull further ahead Energy, Mining & Utilities, already the most popular sector in Asia in Q1 212 with a third of total deal value (US$25.7bn), was joined by Industrials & Chemicals as the other major sector to significantly increase its market share. Industrials & Chemicals accounted for 24.2% of total deal value in Asia, up from 2.9% in Q Expect China and India, as well as Southeast Asia, Japan and Australia, to feature more heavily in these sectors in the upcoming quarters. On a value percentage increase, however, only three sectors managed to register a move upwards on Q These were Energy, Mining & Utilities, Real Estate and Pharma Medical & Biotech which were all up by 89.2%, 89.2% and 36.1%, respectively on the first quarter of 211. Perhaps having fallen out with the Asian consumer boom story, bidders ostensibly retreated from the Consumer and Financial Services sectors, which saw significant declines in both deal value and count. The Consumer sector saw its total share of M&A nearly halve from 12.6% in Q1 211 to just 6.8% in Q1 212, whereas its deal value was down 57.6% over the same period. Financial Services saw its total deal value fall by just over 5%, perhaps an indication that eurozone fears over banks are also affecting Asian players. 3

33 DEAL OF THE QUARTER Deal summary ASIA-PACIFIC Announced: 25-Feb- 11 Deal value: US$1,289m Sesa Goa, the India listed diversified mining company, has agreed to acquire Sterlite Industries India Ltd, its domestic listed affiliate under the umbrella of Vedanta Resources PLC. FINANCING: Sesa Goa will issue m shares for Sterlite merger representing 69.9% dilution. STRUCTURE: The transaction will be conducted via a share exchange Scheme of Arrangement. TERMS:.6 Sesa Goa share per Sterlite. The exchange ratio valued Sterlie at INR per share, based on Sesa Goa s prior closing price of INR It valued the entire share capital of Sterlite at INR458bn (US$9.26bn, using the exchange rate of US$ : INR). The offer term represents a 15% premium over INR118.65, the Sterlite s prior closing price. SIMULTANEOUS MERGER: Along with Sterlite merger, Sesa Goa will issue 72.3m and 78.7m shares to acquire its 7.5%-owned Vedanta Aluminum Ltd (VAL) and The Madras Aluminum Co Ltd (MALCO) respectively. The transactions valued VAL at INR22.3bn (US$471m) and MALCO at INR17.9bn (US$363m) based on Sesa Goa s prior closing price of INR Both VAL and MALCO are part of Vedanta Resources. SUBSTANTIAL SHAREHOLDERS: Twinstar Holdings Ltd, a Vedanta Resources subsidiary, owns 49.72% in Sterlite. Citibank N.A. New York owns 12.75% in Sterlite Finsider International Co, another Vedanta Resources subsidiary, owns 46.2% in Sesa Goa. Franklin Templeton Investments own in aggregate 12.2% in Sesa Goa. For the whole transaction, Sesa Goa will issue a total of m shares representing 71.3% dilution. RATIONALE AND POST DEAL: To consolidate the diversified mining business and create INR1bn (US$2m) synergy. Vedanta will transfer its 38.8% stake in Cairn India and the US$5.9bn debt to Sesa Sterlite. Sesa Sterlite, the post-deal entity, will own 58.9% in Cairn India and will be listed on BSE, NSE and NYSE. CONDITIONS: Approval from Foreign Investment Promotion Board India (FIPB) Approval from Competition Commission of India (CCI) Approval from BSE Approval from NSE Approval from the High Courts at Mumbai and Madras Approval from the Supreme Court of Mauritius Approval from Sterlite shareholders and creditors at EGM (min 75% votes req) Approval from Sesa Goa shareholders and creditors at EGM (min 75% votes req) Approval from Vedanta shareholders at EGM (min 75% votes req) Approval from VAL shareholders and creditors Approval from MALCO shareholders and creditors Completion of mergers with Sterlite, VAL and MALCO are inter-conditional 31

34 DEAL OF THE QUARTER ASIA-PACIFIC Exit multiples Y/E 31-Mar-11 Premium analysis Multiples Value Offer price per share (US$) 2.89 Revenue 17.9x day before 97.1% EBITDA 29.8x month before 12.48% EBIT 39.5x day after 83.4% Earnings 22.3x Pre-rumour - Advisers Target/Seller Financial Bank of America Merrill Lynch; JPMorgan; Morgan Stanley Bidder Financial Citigroup Legal Amarchand & Mangaldas & Suresh A Shroff & Co Legal Luthra & Luthra Law Offices (Advising: Citigroup) PR RLM Finsbury PR - mergermarket/dealreporter Intelligence 22-Feb-12 Vedanta Resources plans to merge Sesa Goa with Sterlite Industries report 23-Feb-12 Vedanta Resources plans to offload holding in three India-based companies to Sterlite Industries report 25-Feb-12 Vedanta to merge Sterlite with Sesa Goa Bidder Shoei Co Ltd Headquarters: Sector: Description: Sesa Ghor 2 EDC Complex Patto, Panaji Goa, India 43 1 Energy, Mining & Utilities India-based company engaged in the business of prospecting, mining, processing and exporting iron ore Target Sterlite Industries (India) Limited Headquarters: Sector: Description: SIPCOT Industrial Complex Madurai By Pass Road T V Puram P.O. Tuticorin Tamil Nadu India Energy, Mining & Utilities India-based non-ferrous metals and mining company involved in smelting, mining and refining of copper, zinc and aluminum 32

35 TOP DEALS & EXPECTED DEALS ASIA-PACIFIC TOP 1 ASIA-PACIFIC ANNOUNCED DEALS OF Q1 212 Announced Status Bidder company Target company Target dominant sector Seller company Exit multiples (x) Bid premia Revenue EBITDA P/E 1-day before 25-Feb-12 P Sterlite Industries (India) Limited 6-Mar-12 P Industrial Bank Co Ltd (16.1% stake) 29-Feb-12 P Baoshan Iron & Steel Co Ltd (Stainless Steel Business Unit) Energy, Mining & Utilities Financial Services Industrials & Chemicals 29-Jan-12 P ExxonMobil Yugen Kaisha Industrials & Chemicals 3-Mar-12 P Roy Hill Holdings Pty Ltd (3.% stake) 7-Mar-12 P Tanjong Energy Holdings Sdn Bhd 29-Feb-12 P Baoyin Special Steel Pipe Co Ltd (58.5% stake); Baoshan Iron & Steel Co Ltd (Special steel assets); Shanghai Baosteel Special Metal Materials Co Ltd; Shanghai Wugang Gas Co Ltd (94.5% stake); and Zhonghang Special Materials Industry (9.71% stake) 21-Feb-12 P Alibaba.com Limited (27.3% stake) 31-Jan-12 C UAE Exchange & Financial Services Ltd (4.% stake) 16-Mar-12 C China Cinda Asset Management Corporation (16.54% stake) Energy, Mining & Utilities Energy, Mining & Utilities Industrials & Chemicals Technology Business Services Financial Services C = Completed; P = Pending; L = Lapsed Based on announced deals, including lapsed and withdrawn bids Based on dominant geography of target company being Asia-Pacific Data correct as of 1-Apr-12 Deal value Sesa Goa Limited % 1,289 China Tobacco Corporation; PICC Asset Management Company Limited; Beijing Infrastructure Investment Co Ltd; and Shanghai Zheng Yang International Trade Co Ltd Shanghai Baosteel Stainless Steel Co Ltd TonenGeneral Sekiyu K.K Marubeni Corporation; POSCO; and STX Corporation Co Ltd 1Malaysia Development Baosteel Special Steel Co Ltd Alibaba Group Holding Ltd Centurion Investment Company UBS AG; Standard Chartered Plc; National Council for Social Security Fund; and CITIC Capital Partners Limited Baoshan Iron & Steel Co Ltd ExxonMobil Corporation Hancock Prospecting Pty Ltd Tanjong Public Limited Company Baoshan Iron & Steel Co Ltd Bavaguthu Raghuram Shetty (Private Investor) Ministry of Finance China n/a n/a % 4, ,73-3,926-3,655-2,816 n/a n/a n/a - 2, ,355-2, n/a n/a - 1,639 33

36 TOP DEALS & EXPECTED DEALS PIPELINE OF ASIA PACIFIC EXPECTED DEALS ASIA-PACIFIC Situation Target company Sector Potential bidder company Expected deal QSR Brands Bhd Leisure Johor Corporation; CVC Capital Partners; Malay Chamber of Commerce Malaysia; Expected deal Expected deal Pacific Brands Limited Cockatoo Coal Limited Consumer Energy, Mining & Utilities Kohlberg Kravis Roberts & Co. SK Networks Company Ltd Financial adviser to bidder (B); target (T); seller (S) Macquarie Group (B), Flagstaff Partners (T) Macquarie Group (B) Seller company Kulim (Malaysia) Berhad Market cap/ est. value Comments 65 QSR Brands received offer from Johor Corp and CVC Capital Partners in December at MYR6.8 per share, and from Malay Chamber of Commerce Malaysia in January at MYR6.9. The vendor has recected the latter. 6 Pacific Brands has received an unsolicited approach from KKR regarding a possible full acquisition in January 212. An update is expected when Pacific Brands reports its annual results in late February. 4 Cockatoo has received binding commitment for AU$15m loan on 12-Mar-12, which is one of conditions for an extension of the exclusivity period up to 3-Apr-12. Expected deal Expected deal Significant M&A Norton Gold Fields Limited WestSide Corporation Limited Samsung Electronics (LCD business) Energy, Mining & Utilities Energy, Mining & Utilities Zijin Mining Group Co Ltd Liquefied Natural Gas Limited Bank of America Merrill Lynch (T) Moelis & Company (T), Allens Arthur Robinson (T) Technology IPO Samsung Electronics Co Ltd 2 Norton Fields confirms it has received an indicative, non-binding and conditional proposal from Zijin Mining Group Co., Ltd (Zijin) regarding a potential change of control transaction for Norton on 4-Apr WestSide Corporation received an indicative proposal from Liquefied Natural Gas Limited as part of 2-for-5 non-renounceable pro rata entitlement offer of new ordinary shares by WestSide to raise AU$25.4m. - Samsung Electronics announced that it decided to spin off its LCD business unit by 1-Apr-12. The new division will have an initial capital of KRW75bn. Expected deals based on confirmed announcements by companies involved 34

37 LEAGUE TABLES ASIA-PACIFIC TOP 2 FINANCIAL ADVISERS ASIA-PACIFIC Ranking Q1 212 Q1 211 Company name Value Deal count Value Value change (%) 1 2 Morgan Stanley 13, , % 2 1 Bank of America Merrill Lynch 13,66 4 9, % 3 7 Citigroup 12, , % 4 4 JPMorgan 12, , % 5 89 Rothschild 7, % 6 2 Credit Suisse 7, , % 7 5 CITIC Securities 7, % 8 1 Goldman Sachs 6, , % 9 32 HSBC 6, , % 1 5 Deutsche Bank 5, , % Standard Chartered 3, , % Somerley 2, % 13 6 UBS Investment Bank 2, , % 14 3 Barclays 1, , % Macquarie Group 1, , % Southwest Securities 1, % Maybank Investment Bank 1, , % RBC Capital Markets 1, , % Ernst & Young 1, , % 2 63 OSK Investment Bank 1, % TOP 2 FINANCIAL ADVISERS ASIA-PACIFIC Ranking Q1 212 Q1 211 Company name Value Deal count Deal count Deal count change 1 5 Morgan Stanley 13, HSBC 6, Rothschild 7, Credit Suisse 7, Goldman Sachs 6, Deutsche Bank 5, Ernst & Young 1, Citigroup 12, JPMorgan 12, UBS Investment Bank 2, PwC KPMG Bank of America Merrill Lynch 13, CITIC Securities 7, Barclays 1, Gresham Advisory Partners Deloitte Standard Chartered 3, Macquarie Group 1, Maybank Investment Bank 1, The financial adviser league tables by value and volume have been run from 1-Jan-12 to 31-Mar-12 and exclude lapsed and withdrawn deals. The tables cover all sectors and are based on the geography of either the target, bidder or seller being Asia-Pacifc excluding Japan. 35

38 LEAGUE TABLES ASIA-PACIFIC TOP 2 LEGAL ADVISERS ASIA-PACIFIC Ranking Q1 212 Q1 211 Company name Value Deal count Value Value change (%) 1 42 Amarchand & Mangaldas & Suresh A Shroff & Co 11, , % 2 - Luthra & Luthra Law Offices 1, Jingtian & Gongcheng 9, , % 4 5 Freehills 7, , % 5 78 Latham & Watkins 5, % Jipyong & Jisung 3, % 7 14 Vinson & Elkins 2, , % 8 21 Freshfields Bruckhaus Deringer 2, , % 9 4 Allens Arthur Robinson 2, , % 1 - Fulbright and Jaworski 2, Slaughter and May 2, % Gilbert + Tobin 2, , % 13 8 AZB & Partners 2, , % 14 6 Baker & McKenzie 2, , % Sullivan & Cromwell 2,13 2 4, % 16 9 Linklaters 1, , % Clifford Chance 1, , % Jun He Law Offices 1, , % Kim & Chang 1, , % 2 55 Kirkland & Ellis 1,58 4 2, % TOP 2 LEGAL ADVISERS ASIA-PACIFIC Ranking Q1 212 Q1 211 Company name Value Deal count Deal count Deal count change 1 5 Freehills 7, Desai & Diwanji Amarchand & Mangaldas & Suresh A Shroff & Co 11, Jingtian & Gongcheng 9, Clifford Chance 1, Baker & McKenzie 2, Kim & Chang 1, Gilbert + Tobin 2, AZB & Partners 2, King & Wood Mallesons 1, Allen & Overy 1, Linklaters 1, WongPartnership Minter Ellison 1, Norton Rose Khaitan & Co Lee & Ko Rajah & Tann Allen & Gledhill White & Case The legal adviser league tables by value and volume have been run from 1-Jan-12 to 31-Mar-12 and include lapsed and withdrawn deals. The tables cover all sectors and are based on the geography of either the target, bidder or seller being Asia-Pacifc excluding Japan. 36

39 LEAGUE TABLES ASIA-PACIFIC ACTIVITY TABLE OF PRIVATE EQUITY FIRMS ON ASIA-PACIFIC BUYOUTS Rank Q1 212 Company name Value Deal count 1 CITIC Capital Partners 1, China Africa Development Fund 1, Morgan Stanley Private Equity Advantage Partners = Consus Partners = Industrial Bank of Korea = Mirae Asset Financial Group L Capital Asia 2 1 9= Bain Capital = Crescent Capital Partners = WestLB Rank Q1 212 Company name Deal count Value 1 CITIC Capital Partners 1, Advantage Partners Lunar Capital Management General Atlantic China Africa Development Fund 1, Morgan Stanley Private Equity 3 1 7= Consus Partners = Industrial Bank of Korea = Mirae Asset Financial Group L Capital Asia 2 1 The Private Equity buyout activity tables by value and volume are based on private equity firms advising the bidder on buyout deals where the dominant geography of the target company is Asia-Pacific. The tables by value and volume have been run from 1-Jan-12 to 31-Mar-12 and exclude lapsed and withdrawn deals ACTIVITY TABLE OF PRIVATE EQUITY FIRMS ON ASIA-PACIFIC EXITS Rank Q1 212 Company name Value Deal count 1 Catalyst Investment Managers The Longreach Group Vogo Investment Mizuho Capital Partners Millennium Technology Ventures Japan Industrial Partners = Ant Capital Partners = SBI Holdings = Consus KC = Eugene Asset Management Rank Q1 212 Company name Deal count Value 1 Catalyst Investment Managers The Longreach Group Vogo Investment Mizuho Capital Partners Millennium Technology Ventures Japan Industrial Partners = Ant Capital Partners = SBI Holdings = Consus KC = Eugene Asset Management The Private Equity exit activity tables by value and volume are based on private equity firms advising the vendor on exit deals where the dominant geography of the target company is Asia-Pacific. The tables by value and volume have been run from 1-Jan-12 to 31-Mar-12 and exclude lapsed and withdrawn deals 37

40 TREND GRAPHS ASIA-PACIFIC ASIA-PACIFIC M&A QUARTERLY TREND ASIA-PACIFIC M&A QUARTERLY PRIVATE EQUITY TREND Value (US$bn) Number of deals Value (US$bn) Number of deals Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q Total value Mid-market value Total volume Mid-market volume Buyout value Exit value Buyout volume Exit volume ASIA-PACIFIC M&A ANNUAL TREND ASIA PACIFIC M&A ANNUAL PRIVATE EQUITY TREND 5 3, ,5 6 3 Value (US$bn) , 1,5 Number of deals Value (US$bn) Number of deals 15 1, YTD 212* YTD 212* Total value Mid-market value Total volume Mid-market volume Buyout value Exit value Buyout volume Exit volume 38

41 TREND GRAPHS ASIA-PACIFIC M&A GEOGRAPHIC BREAKDOWN YTD 212 ASIA-PACIFIC 14.% 16.% Australia China 24.% 14.% Australia China Hong Kong Hong Kong 14.% India India Indonesia Indonesia Japan 23.% Japan 3.% 28.% Other Other 19.% 21.% 4.% 4.% 11.% 5.% ASIA-PACIFIC M&A SECTOR BREAKDOWN YTD % 1.% 1.% 1.7%.1% 2.% 3.% Energy, Mining & Utilities 5.% 4.8% 1.1% 1.% Energy, Mining & Utilities 5.% 6.% 5.% 33.% Industrials & Chemicals Financial Services Consumer Business Services 3.2% 1.6% 5.% 5.% 23.% Industrials & Chemicals Financial Services Consumer Business Services Technology Technology 7.% Real Estate Pharma, Medical & Biotech 4.% Real Estate Pharma, Medical & Biotech 1.% Construction Telecommunications 8.% 8.% Construction Telecommunications 24.% Media Transportation 11.% 1.% Media Transportation Leisure Leisure Agriculture Agriculture 39

42 TREND GRAPHS ASIA-PACIFIC M&A DEAL SIZE BREAKDOWN ASIA-PACIFIC Percentage % % % % 17.1% 3.4% 29.5% 15.8% 22.3% 19.8% 16.9% 3.7% 13.6% 27.4% 26.5% 24.4% 13.8% 29.7% 13.3% 3.7% 25.5% Percentage 1 1.2% 4.8% % %.3%.4%.4%.3%.4%.9% 5.1%.9% 4.5% 1.% 5.5% 1.5% 4.5%.9% 5.3% 5.4% 5.8% 5.% 5.3% 6.2%.2% 1.6% 3.9% 5.7% % 12.5% 12.% 11.2% 1.9% 12.5% 11.2% 88.8% 88.4% 88.4% 87.8% 88.7% 87.2% 88.7% % 24.5% 2.4% 21.3% 21.6% 19.6% 19.3% YTD 212* YTD 212* <US$25m or undisclosed value US$251m-US$5m US$51m-US$2,m US$2,1m-US$5,m >US$5,1m <US$25m or undisclosed value US$251m-US$5m US$51m-US$2,m US$2,1m-US$5,m >US$5,1m SECTOR ANALYSIS ASIA-PACIFIC SECTOR ANALYSIS Sector Q1 212 Q1 211 % change Value ($m) Mrk share Deal count Value ($m) Mrk share Deal count Value Volume Energy, Mining & Utilities 25, % 45 13, % % -8 Industrials & Chemicals 18, % 12 2, % % -37 Financial Services 7,58 9.7% 33 15, % % -19 Consumer 5, % 45 12, % % -23 Business Services 4,65 6.% 5 5,77 5.2% % -17 Technology 4, % 36 4, % % -4 Real Estate 3, % 17 1,916 2.% % 1 Pharma, Medical & Biotech 2, % 24 1, % % -14 Construction 1,547 2.% 2 6,21 6.3% % -4 Telecom 1,35 1.7% 7 2, % % -2 Media % 14 7,4 7.5% % -2 Transport % 22 3, % % 1 Leisure 645.8% 21 1,942 2.% % Agriculture 96.1% 5 1,9 1.% % -9 Defence Total 77,246 1.% ,222 1.% %

43 A MERGERMARKET M&A REPORT ON EUROPE EUROPE LOW GLOBAL M&A ACTIVITY FOR THE FIRST QUARTER OF 212 IS REFLECTED IN THE EUROPEAN M&A FIGURES BUT RUMOURS ARE SUPPORTED BY ONLY SMALL DIPS. OVERALL DEAL TOTALLING 126.6BN FOR Q1 212 IS DOWN 3.9% COMPARED TO Q DEAL IS SIGNIFICANTLY LOWER HOWEVER, WITH A 19% DECREASE FROM 1,322 DEALS IN Q1 211 COMPARED TO 1,68 DEALS IN Q Kasper Viio, Global Assistant Editor at mergermarket comments, The confidence of most companies, investors and their financiers to engage in M&A is hinging on the turnaround of the woes of European economies. The overall value of transactions this year has started on a similar par to last year, and compares well against the first quarter of 21. However, the overall transaction volumes are on par with Q1 21. One conclusion could be that the mid-market is feeling a squeeze on the back of macroeconomic uncertainties. Also, private equity transactions reflect similar trends while values are higher than two years ago, they are slightly behind last year s figures at Q1, especially regarding exit value. Sector breakdown Once again the consolidated sectors of Energy, Mining and Utilities took the top spot for highest deal value. Sixty-two deals totalling 59.6bn and 42.3% of the entire European value based market share. Record highs in this sector are greatly influenced by the 4.3bn Glencore and Xstrata deal which also affected geography breakdowns. Industrials & Chemicals were top performers this quarter with 269 deals that produced a 25.2% market share based on volume. Geography breakdown Switzerland was the dominant country for M&A deal value after the Glencore and Xstrata deal pushed its market share based on deal value up to 32.5% worth 41.2bn. The emphasis on the influence this one deal has had is developed by only 3.% of the volume market share, 33 deals, being in Switzerland. Prior forecast accuracy The M&A Insider s number one expected deal at the end of Q1 211 was Eni selling Snam Rete Gas. The actual deal resulted in Eni (advised by Bank of America, Merrill Lynch and DLA Piper) selling Interconnector Zeebrugge Terminal SCLR (51%), Interconnector UK (16.41%) and Huberator (1%) for a total deal value worth 15m to Snam Rete (advised by Morgan Stanley and Paul Hasting) and Fluxys (advised by Leonardo & Co and Linklaters). The deal was completed in this quarter on 23rd February and was featured as one of our Deals of The Day. Top Deal for Q1 Sumitomo Mitsui Financial Group acquiring RBS Aviation Capital from the Royal Bank of Scotland plc on 17th January was the second largest deal of the quarter valuing at 5,732m and boosted the total value of the Financial Services sector ( 14.2bn). Paul Francis-Grey, Assistant Editor at Mergermarket said, Financial services deals are a continuation of EU-led disposal plans and is the case of the RBS sale. It is reportedly the largest divestment since RBS was bailed out by the UK government in 28 and is related to its strategy to strengthen the balance sheet by getting rid of Non-Core portfolio assets. The advantage of this acquisition for Sumitomo Mitsui Financial Group is that it will be able to expand its leasing business in Asia and other emerging markets. Top performers in terms of overall volume of deals in Q1 include the UK, ranking first with 228 deals worth 19.2bn, Germany, ranking second, with 156 deals, and thirdly, the Nordic region with 128 deals. 41

44 DEAL OF THE QUARTER Deal summmary: EUROPE Announced: 9-Mar-12 Deal Value: 1,732m The management of Iceland Foods Ltd led by Malcolm Walker, has acquired the company in a management buyout transaction backed by Brait SA, Landmark Group and Lord Kirkham. RATIONALE: The transaction is a part of Iceland s debt restructuring procedure. TERMS: The bidders have agreed to pay a cash consideration of 1,851m. Iceland s enterprise value amounts to 1,732m. FINANCING: The transaction will be funded via a combination of 86m senior debt facility by Credit Suisse, Deutsche Bank, HSBC, Nomura and RBS, and a 25m vendor loan note. The 86m all-senior debt package comprises a 3m six year senior secured term loan, a 2m seven year senior secured term loan, and a 36m seven year senior secured term loan. Landmark Group, Brait SA and Lord Kirkham will coinvest in the transaction and will also receive a stake in the target company. The acquisition will enable Iceland Foods s to pursue its growth strategy and expand its geographical footprint to restore company s profitability. POST DEAL DETAILS: Malcolm Walker, CEO of Iceland Foods will also assume the role of chairman of the company. The Iceland senior management team will own a 43.% stake and the remaining 57.% stake will be held by Landmark Group, Brait SA and Lord Kirkham. BACKGROUND: The transaction is a result of Landsbanki Islands hf and Glitnir hf going insolvent. The deal has been conducted through Oswestry Acquico Limited, an acquisition vehicle created by the management of Iceland Foods and Brait SA, Landmark Group and Lord Kirkham. The Iceland management team comprises of Malcolm Walker, Tarsem Dhaliwal, Nigel Broadhurst and Nick Canning. Sources of funding Equity provider Amount ( m) Stake Debt provider Terms Management (Nigel Broadhurst; Nicholas Canning; Tarsem Singh Dhaliwal; Malcolm C Walker) n/a 43.% Royal Bank of Scotland Group Plc senior Landmark Group n/a n/a Credit Suisse senior Brait SA n/a n/a Deutsche Bank AG senior Lord Graham Kirkham (Private Investor) n/a n/a Nomura Holdings Inc senior 42

45 DEAL OF THE QUARTER EUROPE Exit multiples Y/E 25-Mar-12 Multiples Value ( m) Revenue.6x 2, EBITDA 7.7x EBIT 11.2x Earnings 19.x 93.7 Exit multiples Y/E 26-Mar-11 Multiples Value ( m) Revenue.6x 2,55.68 EBITDA 8.1x EBIT 12.x Earnings 22.2x Advisers Target/Seller Financial Bank of America Merrill Lynch; UBS Investment Bank Financial Deutsche Bank AG; HSBC; Nomura Holdings Inc; Rothschild (Majid Ishaq, Gregory Moreton) Legal PR Dewey & LeBoeuf LLP; Linklaters (Iain Fenn, Aisling Zarraga) The HeadLand Consultancy (Tessa Cumming-Bruce, Tom Gough, Howard Lee, Chris Salt, Malcolm C Walker) Bidder Legal PR Allen & Overy LLP (Christopher Barron, Jonathan Brownson, George Knighton, Alexander Tilley, William Samengo Turner); Sullivan & Cromwell LLP (Nikolaos Andronikos, Tim Emmerson, Michael McGowan) Keithhann.com (Keith Hann) mergermarket/dealreporter Intelligence 12-Jan-12 Asda could team up with private equity to bid for parts of Iceland Foods 15-Jan-12 Asda withdrawal from Iceland Foods auction increases scepticism over sale to trade buyer; owners offer 2m debt facility to bidders 17-Jan-12 Wm Morrison losing interest in bidding for Iceland Foods 2-Jan-12 Iceland Foods execs seek equity from bank sponsors as financiers consider 8m+ all-cap markets deal 16-Feb-12 Iceland Foods CEO Malcolm Walker in exclusive talks with Landsbanki and Glitnir 16-Feb-12 Iceland Foods CEO confirms exclusive talks with owners over 1.55bn; Deutsche Bank, GSO, Bank of America and UBS providing debt financing 16-Feb-12 Iceland Foods CEO shores up financial backing for bid 9-Mar-12 Iceland acquisition by management for 1.5bn complete Bidder Oswestry Acquico Limited Headquarters: Sector: Description: Second Avenue Deeside Industrial Park Deeside Flintshire CH5 2NW United Kingdom Consumer, Business Services UK-based acquisition vehicle created and owned by members of the senior management team of Iceland Foods, Landmark Group, Brait SA and Lord Graham Kirkham for the acquisition of Iceland Foods Ltd Target Iceland Foods Ltd Headquarters: Sector: Description: Second Avenue Deeside Industrial Park Deeside Flintshire CH5 2NW United Kingdom Consumer, Business Services UK-based company engaged in the wholesale and retail of frozen food 43

46 TOP DEALS & EXPECTED DEALS EUROPE TOP 1 EUROPEAN ANNOUNCED DEALS OF Q1 212 Announced Bidder company Target company Target dominated sector 7-Feb Jan Mar-12 Glencore International plc Sumitomo Mitsui Financial Group, Inc. United Parcel Service Inc Xstrata Plc (65.92% stake) 3-Mar-12 Tagus Holdings Brisa-Auto Estradas de Portugal SA (5.43% stake) 3-Mar-12 Camargo Correa SA Cimpor Cimentos de Portugal SGPS SA (67.1% stake) Energy, Mining & Utilities RBS Aviation Capital Financial Services Royal Bank of Scotland Group Plc Seller company Exit multiples (x) Bid premia Revenue EBITDA P/E 1-day before Deal value ( m) % 4,319 n/a n/a - 5,732 TNT Express NV Transportation % 5, Mar-12 Cisco Systems Inc NDS Group Limited Technology News Corporation; and Permira 28-Feb-12 Deutsche Bank AG Deutsche Postbank AG (39.5% stake) 31-Jan-12 Outokumpu Oyj Inoxum Industrials & Chemicals 16-Feb-12 Delmi SpA Edipower SpA (7.% stake) 29-Feb-12 CVC Capital Partners Limited Based on announced deals, including lapsed and withdrawn bids Based on dominant geography of target company being Europe Data correct as of 1-Apr-12 Construction % 4,196 Construction % 4,13-3,823 Financial Services Deutsche Post AG n/a n/a - 2,411 Energy, Mining & Utilities ThyssenKrupp AG ,384 Edison International SpA; and Alpiq Holding Ltd Ahlsell Sverige AB Construction Cinven Limited; and GS Capital Partners , ,8 44

47 TOP DEALS & EXPECTED DEALS EUROPE PIPELINE OF EUROPEAN EXPECTED DEALS Situation Target company Sector Potential bidder company Rumoured takeover Rumoured takeover Rumoured takeover Potential takeover target Cable & Wireless Communications Plc Petrokemija Telekomunikacja Kolejowa Sp z oo Banca Civica SA Telecom Chemicals and Materials Technology, Telecom Financial Services France Telecom SA; Deutsche Telekom AG Gazprom OAO Netia SA; MNI S.A.; GTS Central Europe Holdings BV; Zygmunt Solorz-Zak; Polpager; and Hawe SA Financial adviser to bidder (B); target (T); seller (S) Seller company Government of Croatia Government of Poland Market cap/ est. value ( m) Comments 1,2 The European-based telecom conglomerates are rumoured to be interested in diversifying their activities on the UK market The Government of Croatia is in talks to privatise its fertilizer Petrokemija. The Croatian economy minister is holding negotiations about the transaction in Moscow 11.8 The state owned railway telecom operator is undergoing a due dilligence process as a part of the company's privatisation procedure. The final bidders are expected to be specified soon La Caixa CaixaBank is considering requesting public aid from Banco de Espana to finance the acquisition of Banca Civica Note: Expected deals based on confirmed announcements by companies involved 45

48 LEAGUE TABLES EUROPE TOP 2 FINANCIAL ADVISERS EUROPEAN Ranking Q1 212 Q1 211 Q1 212 Q1 211 Company name Value ( m) Deal count Value ( m) Value change (%) 1 1 Goldman Sachs % 2 2 Morgan Stanley % 3 6 JPMorgan % 4 3 Deutsche Bank % 5 5 Citigroup % 6 8 Barclays % 7 7 Credit Suisse % 8 23 Nomura Holdings % 9 12 BNP Paribas % 1 4 Bank of America Merrill Lynch % Lazard % 12 9 Rothschild % UBS Investment Bank % RBC Capital Markets % Royal Bank of Scotland Group % TD Securities % Canaccord Genuity % Greenhill & Co % HSBC % 2 1 SG % TOP 2 FINANCIAL ADVISERS EUROPEAN Ranking Q1 212 Q1 211 Q1 212 Q1 211 Company name Value ( m) Deal count Deal count Deal count change 1 2 PwC Rothschild Deloitte Goldman Sachs Morgan Stanley JPMorgan Deutsche Bank Lazard Bank of America Merrill Lynch KPMG UBS Investment Bank Ernst & Young Barclays Citigroup Credit Suisse Nomura Holdings DC Advisory Partners M&A International HSBC SG The financial adviser league tables by value and volume have been run from 1-Jan-12 to 31-Mar-12. The tables cover all sectors and are based on the geography of either the target, bidder or seller being European. 46

49 LEAGUE TABLES EUROPE TOP 2 LEGAL ADVISERS EUROPEAN Ranking Q1 212 Q1 211 Q1 212 Q1 211 Company name Value ( m) Deal count Value ( m) Value change (%) 1 2 Linklaters % 2 1 Freshfields Bruckhaus Deringer % King & Wood Mallesons % 4 9 Allen & Overy % 5 1 Clifford Chance % 6 6 Sullivan & Cromwell % 7 77 Kirkland & Ellis % 8 32 Dewey & LeBoeuf % 9 19 Davis Polk & Wardwell % 1 2 Skadden Arps Slate Meagher & Flom % Ashurst % Fasken Martineau Dumoulin % Hengeler Mueller % 14 4 Cleary Gottlieb Steen & Hamilton % Bonelli Erede Pappalardo % Milbank Tweed Hadley & McCloy % Bennett Jones % Travers Smith % A&L Goodbody % Nagashima Ohno & Tsunematsu ????? TOP 2 LEGAL ADVISERS EUROPEAN Ranking Q1 212 Q1 211 Q1 212 Q1 211 Company name Value ( m) Deal count Deal count Deal count change 1 4 Linklaters Freshfields Bruckhaus Deringer CMS Clifford Chance Allen & Overy DLA Piper Hogan Lovells Jones Day White & Case Baker & McKenzie Weil Gotshal & Manges SJ Berwin Pinsent Masons Ashurst Hengeler Mueller Cleary Gottlieb Steen & Hamilton Stibbe Vinge Eversheds Latham & Watkins The legal adviser league tables by value and volume have been run from 1-Jan-12 to 31-Mar-12 and include lapsed and withdrawn deals. The tables cover all sectors and are based on the geography of either the target, bidder or seller being European. 47

50 LEAGUE TABLES EUROPE ACTIVITY TABLE OF PRIVATE EQUITY FIRMS ON EUROPEAN BUYOUTS Rank Q1 212 Company name Value Deal count 1 CVC Capital Partners 1,8 1 2 Vista Equity Partners 1,7 2 3 Cinven 1, Novo TPG Capital Strategic Value Partners CITIC Capital Partners 5 1 8= Macquarie Group = Renaissance Capital Madison Dearborn Partners Rank Q1 212 Company name Deal count Value 1 Lloyds TSB Development Capital mutares - 4 3= Ciclad - 3 3= Naxicap Partners Vista Equity Partners 1,7 2 6 Foresight Group Penta Investments Verdane Capital NBGI Private Equity WestBridge Capital 9 2 The private equity buyout activity tables by value and volume are based on private equity firms advising the bidder on buyout deals where the dominant geography of the target company is European. The tables by value and volume have been run from 1-Jan-12 to 31-Mar-12 and exclude lapsed and withdrawn deals. ACTIVITY TABLE OF PRIVATE EQUITY FIRMS ON EUROPEAN EXITS Rank Q1 212 Company name Value Deal count 1 Permira 3, GS Capital Partners 2, Cinven 1,8 1 4 Mid Europa Partners 1, Electra Partners 1, Intermediate Capital Group 1, Arle Capital Partners The Carlyle Group Riverstone Holdings FINPRO 62 1 Rank Q1 212 Company name Deal count Value 1 Scottish Equity Partners GS Capital Partners 2, Mid Europa Partners 1, Electra Partners 1, AlpInvest Partners AAC Capital Partners Platinum Equity Foresight Group Omnes Capital Tempo Capital Partners 1 2 The private equity exit activity tables by value and volume are based on private equity firms advising the vendor on exit deals where the dominant geography of the target company is European. The tables by value and volume have been run from 1-Jan-12 to 31-Mar-12 and exclude lapsed and withdrawn deals. 48

51 TREND GRAPHS EUROPE EUROPEAN M&A QUARTERLY TREND 5 2, EUROPEAN M&A QUARTERLY PRIVATE EQUITY TREND Value ( bn) ,8 1,6 1,4 1,2 1, Number of deals Value ( bn) Number of deals Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q Total value Mid-market value Total volume Mid-market volume Buyout value Exit value Buyout volume Exit volume EUROPEAN M&A ANNUAL TREND EUROPEAN M&A ANNUAL PRIVATE EQUITY TREND 1,2 8, 3 1,6 1, 7, 25 1,4 Value ( bn) , 5, 4, Number of deals Value ( bn) , 1 2, 1,2 1, Number of deals 2 1, YTD 212* YTD 212* Total value Mid-market value Total volume Mid-market volume Buyout value Exit value Buyout volume Exit volume 49

52 TREND GRAPHS EUROPE EUROPEAN M&A GEOGRAPHIC BREAKDOWN YTD % 15.1% UK CEE Iberia 5.5% 3.% 8.9% 2.7% UK CEE Iberia 32.5% 8.% France Nordic Germany 8.2% 11.% France Nordic Germany 9.% Benelux Benelux 2.8% Italy Switzerland 14.2% 5.5% Italy Switzerland 4.4% 6.2% 9.3% 5.1% Others 11.6% 11.4% Others EUROPEAN M&A SECTOR BREAKDOWN YTD % 2.1% Energy, Mining & Utilities 6.8% 5.9% 5.8% 4.9% Energy, Mining & Utilities Construction 3.9% Construction 6.4% 2.1% 5.3% 42.3% Media Transportation Leisure Real Estate 11.% 8.5% 3.8% 2.8% 2.% 1.3%.9% Media Transportation Leisure Real Estate Agriculture.3% Agriculture 9.3% Telecommunications Telecommunications 1.2%.3% 3.9%.6% 5.1% 1.2% 9.% Industrials & Chemicals Consumer Business Services Technology 16.9% 25.2% Defence Industrials & Chemicals Consumer Business Services Financial Services Technology Pharma, Medical & Biotech Financial Services Pharma, Medical & Biotech 5

53 TREND GRAPHS EUROPEAN M&A DEAL SIZE BREAKDOWN EUROPE.4%.4%.4%.2%.2%.2%.3% Percentage % 17.6% 23.5% 8.4% 15.9% 39.2% 16.4% 22.3% 8.4% 13.7% 38.7% 14.8% 2.4% 9.1% 17.% 26.4% 2.% 24.1% 9.2% 2.3% 22.5% 2.8% 29.7% 9.4% 17.6% 17.3% 21.9% 3.9% 11.2% 18.8% 4.5% 13.4% 24.7% 9.3% 12.1% Percentage % 3.8% 3.5% 91.4%.9% 4.% 3.9% 9.8%.6% 2.7% 3.2% 93.1%.6% 2.1% 2.3% 94.8%.7%.7% 3.3% 2.7% 93.1% 3.1% 2.9% 93.1%.5% 3.% 3.% 93.3% YTD 212* YTD 212* < 25m or undisclosed value 251m- 5m 51m- 2,m 2,1m- 5,m > 5,1m < 25m or undisclosed value 251m- 5m 51m- 2,m 2,1m- 5,m > 5,1m SECTOR ANALYSIS EUROPEAN SECTOR ANALYSIS Sector Q1 212 Q1 211 % change Value ( m) Mrk share Deal count Value ( m) Mrk share Deal count Value Volume Energy, Mining & Utilities 53, % 62 14, % 82 26% -24% Industrials & Chemicals 11,77 9.3% , % 222-1% 21% Consumer 6, % 18 8, % % 1% Financial Services 14, % 73 8, % 1 58% -27% Pharma, Medical & Biotech 2,65 2.1% 63 26, % 86-9% -27% Technology 8,81 6.4% 91 1,73 1.9% % 18% Business Services 2, % 117 7, % % -4% Media 1,54 1.2% 42 1,17 1.3% 35 32% 2% Transportation 6,56 5.1% % % 17% Real Estate 4, % 21 4,59 4.4% 26 21% -19% Leisure 766.6% % 46-8% -35% Telecommunications 1, % 1 1,57 1.6% 14 2% -29% Defence.% % 6-1% -5% Construction 11,45 9.% 52 2, % % -4% Agriculture 342.3% % 9-5% 56% Total 126,63 1,68 92,317 1,92 37% -2% 51

54 A MERGERMARKET M&A REPORT ON THE MIDDLE EAST & AFRICA MIDDLE EAST & AFRICA POLITICAL INSTABILITY IN THE REGION CONTINUES TO SHAPE THE UP-AND-DOWN TREND OF M&A ACTIVITY IN THE MIDDLE EAST AND AFRICA (ME&A). DEAL ACTIVITY IN THE ME&A REGION IN Q1 212 TOTALLED US$8BN, A DECREASE OF 52% COMPARED TO Q1 211 (US$16.8BN), BUT UP 19.3% COMPARED TO Q4 211 (US$6.7BN). M&A activity in Q1 212 was mainly driven by a series of large deals in the Consumer sector which accounted for the greatest percentage of deal value in the region with 28% of the market share. The top announced Consumer deals include the acquisition of Damas International Limited by Mannai Corporation QSC for a consideration of US$991m, and the 17.7% stake acquisition of JD Group Limited by Steinhoff International Holdings Ltd for US$487m. The Consumer sector in Africa is predicted to expand due to a growing middle class which ultimately should lead to more consumer spending. The Energy, Mining & Utilities sector closely follows with total deal value of US$2.13bn, which includes the acquisition of First Quantum Minerals by Eurasian Natural Resources for US$1.3bn. ScanGroup, the Kenyan marketing services firm, may add to M&A activity in the region with plans to acquire majority stakes in marketing companies located in Nigeria, Angola and Mozambique. This would be driven by ScanGroup s client requests for expansion into other Sub-Saharan African markets and would be valued at 8m. Israeli listed energy companies, Delek Drilling and Avner Oil Exploration, are expected to merge by the end of 212 and list the merged company on an overseas stock exchange better suited for its gas and oil activities. This would be valued at approximately 1.5bn. Furthermore, it is rumoured that Africa Finance Corporation is planning to make an acquisition by the end of Q1 212 of a company or greenfield project in Kenya, valued at approximately US$4m. Within the ME&A region, Israel saw the most M&A activity with 2 deals worth US$27bn. South Africa closely follows with a deal flow volume of 19 and a deal value of US$1.8bn. Although M&A activity in the ME&A region during Q1 212 got off to a slow start, compared to its rocketing performance peaks in Q1 21 (with a deal value of US$25.3bn), a gradual increase in activity is expected throughout the rest of the year. This is not only due to the limited opportunity for companies to grow organically because of the unsteady economic outlook, but also because of the potential for these companies to exploit their value and assets under a new parent company. Executed and Expected Acquisitions One of the largest acquisitions in Q1 212 within the ME&A region was undertaken by Shlomo Eliahu, the Israel-based private investor. He acquired a 69.14% stake in Migdal Insurance and Financial Holdings sold by Assicurazioni Generali SpA, the global insurance group. The value of the transaction is US$1.1bn. Challenges and Opportunities for M&A activity in the ME&A region in 212 The current increase in oil prices means increased liquidity for the Middle East and Africa. ME&A countries, especially Egypt, plan to use these strong oil prices in order to help fund M&A activity and expansion into other industries. Bankers are saying that the post-revolution state, after revolts such as those present in Libya last year, is also encouraging a positive outlook and potential in the M&A industry within the ME&A region. M&A deal flow in the ME&A region, however, is still largely limited due to constraints and disapproval on foreign ownership. Furthermore, families and governments who own the majority of control in many companies do not wish to give voting rights to shareholders or to sell their stakes. Regardless of this, there is evidence of the African government showing effort to open the country s economy. Privatisation is picking up, Ethiopia is attracting increasing investments and sectors that were previously stagnant, such as Nigeria s power sector, are beginning to flourish. 52

55 DEAL OF THE QUARTER Deal summary MIDDLE EAST & AFRICA Announced: 28-Mar-12 Deal Value: US$991m Golden Investments Limited ( BidCo ), an investment vehicle set up by Mannai Corporation QSC and EFG Hermes Capital Partners Management Limited, have reached agreement on the terms of a recommended cash bid for the entire issued and to be issued share capital of Damas International Limited. FINANCING The cash consideration payable by BidCo under the terms of the Bid will be made available to BidCo by the Consortium, directly or indirectly, through a series of shareholder loans which will be fully or partly converted to equity after the Bid becomes wholly unconditional. DEAL TERMS: For each DIL Share, DIL Shareholders will receive US$.45 in cash. The Bid values DIL s entire issued share capital at approximately US$445m. The offer represents a premium of approximately 45% to the Closing Price of US$.31 on 9-Jan-12 (being the last Business Day prior to the commencement of the Bid Period). The offer represents a premium of approximately 191% to the average Closing Price of US$.1547 in the three month period ended on 9-Jan-12. Deutsche Bank AG Dubai (DIFC) branch, which has been appointed by BidCo as cash confirmation bank in connection with the Bid, has confirmed that resources are available to BidCo to satisfy full acceptance of the Bid. IRREVOCABLE UNDERTAKINGS: BidCo has received irrevocable undertakings from DIL Shareholders to accept the Bid in respect of 769,539,677 DIL Shares, representing approximately 77.8% of DIL s existing issued share capital. CONDITIONS 75% acceptances. The offer represents a premium of approximately 1% to the Closing Price of US$.41 on 27-Mar-12 (being the last Business Day prior to the date of this announcement). Exit multiples Y/E 31-Mar-11 Premium analysis Multiples Value Offer price per share (US$).45 Revenue 1.2x day before 9.8% EBITDA 13.9x month before 18.4% EBIT 17.7x day after - Earnings 3.6x 14.5 Pre-rumor 73.1% 53

56 DEAL OF THE QUARTER MIDDLE EAST & AFRICA Advisers Target/Seller mergermarket/dealreporter Intelligence 5-Apr-12 Bidder Financial Nomura Holdings Inc Financial EFG Hermes Holding SAE Legal Allen & Overy LLP; Ahurst PR - PR Brunswick Group Legal Damas International announces bid document publication; shareholder acceptance deadline 1-May-12 Clifford Chance LLP; Freshfields Bruckhaus Deringer LLP 27-Mar Jan-12 Damas suitor Mannai to make announcement this week on stake purchase Mannai considers making US$.45 per share offer for Damas Bidder Mannai Corporation Headquarters: Sector: Description: Doha, Qatar Conglomerate Qatar-based conglomerate providing trade, services and solutions to the oil and gas sector, automotive distribution, information and communication technology, consumer products, travel services, logistics and representation Target Damas International Limited Headquarters: Sector: Description: Dubai, UAE Consumer United Arab Emirates-based jeweler and watch retailer 54

57 TOP DEALS MIDDLE EAST & AFRICA TOP 1 MIDDLE EASTERN & AFRICAN ANNOUNCED DEALS OF Q1 212 Announced Bidder company Target company Target dominated sector 5-Jan-12 7-Mar Mar Feb Mar-12 Eurasian Natural Resources Corporation Plc Shlomo Eliahu (private investor) Mannai Corporation QSC Steinhoff International Holdings Ltd Glencore International plc First Quantum Minerals (Kolwezi Tailings project, Frontier and Lonshi mines and related exploration interests) Migdal Insurance and Financial Holdings Ltd (69.1% Stake) Damas International Limited JD Group Limited (17.7% Stake) Optimum Coal Holdings Limited (32.23% Stake) Energy, Mining & Utilities Financial Services Seller company Exit multiples (x) Bid premia Revenue EBITDA P/E 1-day before First Quantum Minerals Limited Assicurazioni Generali SpA Deal value 1,25 n/a n/a 12.7% 1,98 Consumer % 991 Consumer Energy, Mining & Utilities Investec Asset Management Holdings (Pty) Limited; and Public Investment Corporation Limited 12-Jan-12 Apple Inc Anobit Technologies Ltd TMT Intel Capital; Battery Ventures; and Pitango Venture Capital 1-Feb-12 Livnat Family Mashav Initiating and Development Ltd (55% Stake) 2-Mar-12 AngloGold Ashanti Limited Mine Waste Solutions (Proprietary) Limited Construction Industrials & Chemicals 19-Mar-12 Covidien Plc superdimension Ltd Medical, Pharma & Biotech Clal Industries and Investments Ltd First Uranium Corporation 1-Jan-12 Diageo Plc Meta Abo Brewery Consumer Government of Ethiopia Based on announced deals, including lapsed and withdrawn bids Based on dominant geography of target being Middle East or Africa Data correct as of 1-Apr % %

58 LEAGUE TABLES MIDDLE EAST & AFRICA TOP 2 FINANCIAL ADVISERS MIDDLE EAST & AFRICA Ranking Q1 212 Q1 211 Q1 212 Q1 211 Company name Value Deal count Value 1= - Nomura Holdings Value change (%) 1= 2 Goldman Sachs % 3 6 Bank of America Merrill Lynch % 4 25 UBS Investment Bank % 5 7 Rothschild % 6 13 HSBC % 7 16 Deutsche Bank % 8= - Banco Itau BBA = 12 Citigroup % 8= 24 Credit Suisse % RBC Capital Markets % Jefferies & Company % 13= - BMO Capital Markets = - Simmons & Company International EFG-Hermes Holding Standard Bank Group % Investec % 18 - PwC Barclays Standard Chartered TOP 2 FINANCIAL ADVISERS MIDDLE EAST & AFRICA Ranking Q1 212 Q1 211 Q1 212 Q1 211 Company name Value Deal count Deal count Deal count change 1 9 Bank of America Merrill Lynch Rothschild Ernst & Young UBS Investment Bank RBC Capital Markets Inc Investec PwC BDO = - Nomura Holdings = 1 Goldman Sachs HSBC Jefferies & Company Standard Bank Group Barclays Deutsche Bank = - Banco Itau BBA = 22 Citigroup = 11 Credit Suisse = - BMO Capital Markets = - Simmons & Company International The financial adviser league tables by value and volume have been run from 1-Jan-12 to 31-Mar-12. The tables cover all sectors and are based on the geography of either the target, bidder or seller being Middle East & Africa including Israel. 56

59 LEAGUE TABLES MIDDLE EAST & AFRICA TOP 2 LEGAL ADVISERS MIDDLE EAST & AFRICA Ranking Q1 212 Q1 211 Q1 212 Q1 211 Company name Value Deal count Value Value change (%) 1 5 Allen & Overy % 2 3 Linklaters % 3 - Dewey & LeBoeuf Sullivan & Cromwell Freshfields Bruckhaus Deringer % 6 89 Shearman & Sterling = - Davis Polk & Wardwell = - Lefosse Advogados = - Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados = - Souza, Cescon, Barrieu & Flesch Advogados Fasken Martineau Dumoulin Jones Day Weil Gotshal & Manges Clifford Chance % 15= - Epstein Rosenblum Maoz = - Rosenram = 56 Yigal Arnon & Co % Ashurst % 19 - Edward Nathan Sonnenbergs Eversheds TOP 2 LEGAL ADVISERS MIDDLE EAST & AFRICA Ranking Q1 212 Q1 211 Q1 212 Q1 211 Company name Value Deal count Deal count Deal count change 1 1 Allen & Overy Edward Nathan Sonnenbergs Herzog, Fox and Neeman Linklaters Dewey & LeBoeuf Freshfields Bruckhaus Deringer Fasken Martineau Dumoulin Clifford Chance Gibson Dunn & Crutcher Baker & McKenzie Shearman & Sterling Weil Gotshal & Manges Eversheds Webber Wentzel Mayer Brown Garlicke & Bousfield Inc King & Spalding Hogan Lovells Sullivan & Cromwell Davis Polk & Wardwell The legal adviser league tables by value and volume have been run from 1-Jan-12 to 31-Mar-12 and include lapsed and withdrawn deals. The tables cover all sectors and are based on the geography of either the target, bidder or seller being Middle East & Africa including Israel. 57

60 LEAGUE TABLES MIDDLE EAST & AFRICA ACTIVITY TABLE OF PRIVATE EQUITY FIRMS ON MIDDLE EASTERN & AFRICAN BUYOUTS Rank Q1 212 Company name Value Deal count 1 Abraaj Capital Holdings Duet Group Ethos Private Equity = Citi Venture Capital International 1 1 4= Levant Capital Compass Capital 7 1 Rank Q1 212 Company name Deal count Value 1 Abraaj Capital Holdings Duet Group Ethos Private Equity = Citi Venture Capital International 1 1 4= Levant Capital Compass Capital 7 1 The private equity buyout activity tables by value and volume are based on private equity firms advising the bidder on buyout deals where the dominant geography of the target company is Middle East & Africa including Israel. The tables by value and volume have been run from 1-Jan-12 to 31-Mar-12 and exclude lapsed and withdrawn deals. ACTIVITY TABLE OF PRIVATE EQUITY FIRMS ON MIDDLE EASTERN & AFRICAN EXITS Rank Q1 212 Company name Value Deal count 1= Battery Ventures = Intel Capital = Pitango Venture Capital Citadel Capital = Bessemer Venture Partners = Shaked Ventures = StageOne Ventures Xenia Venture Capital Chayton Capital 1 1 1= BRM Group 9 1 1= Challenge Fund Etgar 9 1 1= Eurofund 9 1 1= Gemini Israel Funds 9 1 1= TL Ventures 9 1 1= Walden Israel Venture Capital 9 1 Rank Q1 212 Company name Deal count Value 1= Battery Ventures = Intel Capital = Pitango Venture Capital Citadel Capital = Bessemer Venture Partners = Shaked Ventures = StageOne Ventures Xenia Venture Capital Chayton Capital 1 1 1= BRM Group 9 1 1= Challenge Fund Etgar 9 1 1= Eurofund 9 1 1= Gemini Israel Funds 9 1 1= TL Ventures 9 1 1= Walden Israel Venture Capital 9 1 The private equity exit activity tables by value and volume are based on private equity firms advising the vendor on exit deals where the dominant geography of the target company is Middle East & Africa including Israel. The tables by value and volume have been run from 1-Jan-12 to 31-Mar-12 and exclude lapsed and withdrawn deals. 58

61 TREND GRAPHS MIDDLE EAST & AFRICA Value MIDDLE EASTERN & AFRICAN M&A QUARTERLY TREND 4, 35, 3, 25, 2, 15, Number of deals MIDDLE EASTERN & AFRICAN M&A QUARTERLY PRIVATE EQUITY TREND Value 7, 6, 5, 4, 3, Number of deals 1, 4 2, 5 5, 2 1, Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q Total value Mid-market value Total volume Mid-market volume Buyout value Exit value Buyout volume Exit volume MIDDLE EASTERN & AFRICAN M&A ANNUAL TREND MIDDLE EASTERN & AFRICAN M&A ANNUAL PRIVATE EQUITY TREND Value (US$bn) Number of deals Value (US$bn) Number of deals YTD 212* YTD 212* Total value Mid-market value Total volume Mid-market volume Buyout value Exit value Buyout volume Exit volume 59

62 TREND GRAPHS MIDDLE EASTERN & AFRICAN M&A GEOGRAPHIC BREAKDOWN YTD 212 MIDDLE EAST & AFRICA 12.3% 4.3% 1.7% 1.6%.8%.3% 1.9%.2% 2.2% 3.3% 33.1% Israel South Africa Democratic Republic of Congo United Arab Emirates Ethiopia Saudi Arabia 1.4% 1.4% 1.4% 1.4% 2.8% 1.4% 1.4% 1.4% 1.4% 4.2% 8.3% 2.8% 27.8% Israel South Africa Democratic Republic of Congo United Arab Emirates Ethiopia Saudi Arabia Nigeria Egypt 2.8% Nigeria Egypt 15.7% 22.5% Iraq Morocco Mozambique 11.1% 2.8% 26.4% Iraq Morocco Mozambique Mali Mali Tanzania Tanzania Zambia Zimbabwe Mauritius Angola MIDDLE EASTERN & AFRICAN M&A SECTOR BREAKDOWN YTD %.8% 4.8% 4.8%.1% 5.% 18.3% Industrials & Chemicals Financial Services Business Services 2.8% 2.8% 5.6% 4.2% Industrials & Chemicals 2.8% 1.4% 13.9% Financial Services Business Services Consumer Consumer 1.8% Energy, Mining & Utilites TMT Transportation 16.7% 15.3% Energy, Mining & Utilites TMT Leisure 26.5% Pharma, Medical & Biotech Construction Transportation Pharma, Medical & Biotech 28.2% Agriculture 15.3% Construction 19.4% Agriculture 6

63 TREND GRAPHS MIDDLE EASTERN & AFRICAN M&A DEAL SIZE BREAKDOWN MIDDLE EAST & AFRICA Percentage % % 47.9% 19.1% 53.3% 13.2% 68.% 54.9% 19.2% 41.5% 28.3% Percentage 1 9.1% 9 6.2% % % % 5.6% 15.4% 32.5% 3.8% 5.7% 11.2% 36.4% 3.4% 6.% 4.1% 5.7% 13.2% 32.4% 1.2% 33.7% 6.7% 6.4% 11.% 27.9% 4.2% 8.3% 15.3% 19.4% % 12.7% 11.3% 13.2% 17.6% 19.2% 12.6% 9.4% 14.8% 21.1% % 39.3% 42.9% 47.% 44.4% 47.9% 52.8% 1 7.8% 7.5% 13.7% 12.7% 8.9% 9.7% 7.6% 1 1.%.9% 1.7% 1.6% 1.% 1.4% 1.5% YTD YTD 212* <US$14.9m or undisclosed value US$15m-US$1m US$11m-US$25m US$251m-US$5m >US$51m <US$14.9m or undisclosed value US$15m-US$1m US$11m-US$25m US$251m-US$5m >US$51m SECTOR ANALYSIS MIDDLE EASTERN & AFRICAN SECTOR ANALYSIS Sector Q1 212 Q1 211 % change Value ($m) Mrk share Deal count Value ($m) Mrk share Deal count Value Volume Agriculture 1.1% % 1-23% 1% Business Services % % 7-75% 57% Construction % % 1 846% 1% Consumer 2, % 14 1, % 12 42% 17% Defence.% 68.4% 2-1% -1% Energy, Mining & Utilities 2, % 11 3, % 9-38% 22% Financial Services 1, % % 1 76% % Industrials & Chemicals 45 5.% 4 3, % 13-89% -69% Leisure.% 1.% 1 - % Pharma, Medical & Biotech % 3 1, % 9-69% -67% Real Estate.% 3, % 5-1% -1% TMT % 12 1, % 9-5% 33% Transportation 68.8% 2.% % Total 8, , % -12% 61

64 ABOUT MERRILL CORPORATION ABOUT MERRILL CORPORATION FOUNDED IN 1968 AND HEADQUARTERED IN ST. PAUL, MINNESOTA, MERRILL CORPORATION IS A LEADING PROVIDER OF OUTSOURCED SOLUTIONS FOR COMPLEX BUSINESS COMMUNICATION AND INFORMATION MANAGEMENT. MERRILL S SERVICES INCLUDE DOCUMENT AND DATA MANAGEMENT, LITIGATION SUPPORT, LANGUAGE TRANSLATION SERVICES, FULFILLMENT, IMAGING AND PRINTING. MERRILL SERVES THE CORPORATE, LEGAL, FINANCIAL SERVICES, INSURANCE AND REAL ESTATE MARKETS. WITH MORE THAN 5, PEOPLE IN OVER 4 DOMESTIC AND 22 INTERNATIONAL LOCATIONS, MERRILL EMPOWERS THE COMMUNICATIONS OF THE WORLD S LEADING ORGANISATIONS. Merrill Transaction and Compliance Services Through a broad range of tools and services, Merrill Corporation streamlines document composition, filing, printing, distribution and electronic access to the transaction and regulatory compliance activities of its clients engaged in securities offerings, reorganisations, mergers and acquisitions, SEC and other regulatory filings. As a registered, third-party service provider offering public companies expert EDGARization and XBRL filing services, Merrill professionals can compose, edit, electronically file, manage and distribute data in printed or electronic format. Merrill Legal Solutions provide both on-demand and on-site litigation support, information management and electronic and print document management services for law firms, corporate legal departments and professional services firms. Examples of our expertise include the creation of searchable litigation document repositories, management of electronic data discovery and the delivery of real-time court reporting and deposition videography services. Merrill s Marketing and Communication Solutions supply brand identity management, customer communication and packaged direct marketing programmes for sales professionals in industries such as real estate, mutual funds and insurance. Examples of our services include customisable corporate identity materials, direct-mail marketing pieces and promotional programs supported by web-based technologies. Merrill s Translations Services provide a range of translation options to help clients achieve the most efficient and cost effective approach to their translation projects. Merrill Brink offers extensive legal translation services for international litigation, intellectual property, patents, contractual matters, antitrust matters, mergers and acquisitions, arbitration and more. About Merrill DataSite Revolutionising the due diligence process Merrill DataSite is designed for rapid deployment and can be up and running within two hours of a client s need. Our team can scan, upload and organise thousands of pages of content from any source in 24 hours or less. Every aspect of the process, from document scanning to VDR hosting and project management is delivered by Merrill s multilingual team, available around the clock worldwide. With Merrill DataSite, all documents are captured and indexed to an online database and because all rights are designated by the client, security and control are guaranteed. Each user s ability to view, print or access source documents is set up by the client administrator and can be changed at any time. Merrill DataSite provides useful tools, including full search, viewer audit capability, Q&A, bulk uploads and detailed user activity tracking that help clients maintain tighter control and have greater insight into reviewer behaviour. Merrill DataSite enhances transaction success Merrill DataSite is the industry s acknowledged leader. More than 61, different private and public companies across the globe have leveraged Merrill DataSite to increase the value of the following types of transactions: Mergers, acquisitions and divestitures Private placement transactions Leveraged buyout transactions Bankruptcy and reorganisation transactions Financial restructuring transactions Initial public offerings and dual-track processes Asset purchases and liquidations Post-merger integration 62

65 ABOUT MERRILL DATASITE ABOUT MERRILL DATASITE NOW SMARTER, FASTER, EASIER! PLEASE VISIT OUR WEBSITE: Merrill DataSite built with the client in mind Merrill DataSite was created to meet its clients needs and built to their specifications. Since 22 we have consistently leveraged the experiences of our clients to add leading-edge functionality to the available toolset. Merrill DataSite allows its users and administrators to: Examine documents immediately. Patented technology ensures you never have to wait for a document to be downloaded. Because the data resides on Merrill s servers, you can simultaneously view an unlimited number of documents in multiple windows without having to close out or save to your temp file. When faced with hundreds of documents to review, this feature saves significant time and expense. Designate user permissions. Team administrators can control which users will be able to view, print or download specific documents, folders or projects simply and quickly. Search every word in every document. With large document collections, sophisticated search features are key to finding critical information and accelerating the due diligence process. Merrill DataSite performs Optical Character Recognition (OCR) on each and every letter in each and every document. Our search capabilities allow users to search tens if not hundreds of thousands of pages to find what s relevant to them. Merrill DataSite s search capabilities ensure nothing is missed in any of the posted documents - regardless of where they may be organised within the index (e.g. find every instance of contract and termination within 5 words of each other, etc.). Search results are returned much faster and are unlimited in terms of document results and hits within a document. Using wildcard, fuzzy, proximity, boosting, Boolean and grouping modifiers, you can search and find exact matches and near-matches, including misspelled words. Potential buyers will enjoy increased confidence knowing they ve received and seen all materials and documents that are relevant to their decision-making. Protect confidential information. View-only documents are never downloaded. Merrill DataSite, not the computer s browser, controls the caching process providing unmatched security levels. Unlike other VDR providers, images are never viewable on the PC s cache after the conclusion of a session. Track all activity accurately. Auditing and reporting tools provide a verifiable account of each individual s time spent viewing both documents and specific pages information that adds negotiating leverage. Need to work remotely? No problem. Whether you re working in Beijing or New York, you can view your documents online without having to navigate through internal firewalls and restrictions that often exist for outside company connections and which delay the due diligence process. Security is our highest priority Merrill has been a trusted provider of secure information to the financial and legal industries for more than 4 years. Our employees execute letters of confidentiality and we are audited annually (internal and third-party) to make certain our IT infrastructure and processes remain sound. Merrill DataSite was the first virtual data room to receive the ISO 271 certification for its comprehensive Information Security Management System (ISMS). The ISO 271 standard, developed by the International Organisation for Standards to establish international requirements for information security and certification of ISMS, is designed to ensure effective protection of information assets in foreign markets, as well as across national and regional boundaries. The best tool in the industry Merrill DataSite technology allows for the fastest conversion of soft and hard copy documents to the electronic viewing platform. As a result, designated administrators are able to review documents the moment they are available. Through secure, simultaneous access, full text search capabilities and robust reporting tools, both archival and transactional due diligence processes are streamlined. As a result, Merrill DataSite gives you more insight and control, and dramatically reduces transaction time and costs. As a leading provider of VDR solutions worldwide, Merrill DataSite has empowered nearly two million unique visitors to perform electronic due diligence on thousands of transactions totalling trillions of dollars in asset value. 63

66 ABOUT MERRILL CORPORATION ABOUT MERRILL CORPORATION EXECUTIVE MANAGEMENT Ed Bifulk President Tel: Paul Hartzell Senior Vice President Tel: EXECUTIVE SALES Chris Beckmann Regional Director, Germany, Switzerland and Poland Tel: Alex Gross Regional Director, Eastern Europe & Middle East Tel: Michael Hinchliffe Regional Director, U. K. Tel: Jonathan Hughes Account Manager, Northern Europe Tel: Shashank Jain Account Manager, United Arab Emirates Tel: +971 () Alvaro Ortega Regional Director, Southern Europe Tel: Adam Pang Account Manager, Europe Tel: Merlin J. Piscitelli Regional Director, Europe Tel: Jérôme Pottier Regional Director, France Tel: +33 () Colin Schopbach Regional Director, U. K. Tel: Anna Scott Regional Director, U. K. Tel: Hakema El-Hadad Regional Director, Northern Africa Tel: +33 () Mark Finnie Regional Director, North Asia Tel: Ari Lee Regional Director, North Asia Tel: Vincent Lork Regional Director, South East Asia Tel: Chris Robilliard Regional Director, Australia & New Zealand Tel: Manuel Bentosinos Regional Director, Mexico, Columbia and Caribbean Tel: Ana Paula Macêd Távora de Castro Regional Director, South America Tel: Luis Felipe Salles Cunha Regional Director, Brazil Tel: Carlos Nogueira Regional Director, Brazil Tel: Brian Gilbreath Vice President, Midwest and Latin America Tel: Hank Gregory SVP, Western Canada & Pacific Northwest Tel: Ryan MacMillan Regional Director, Canada Tel: Jason Hedges Regional Director, Canada Tel: Michael Kennedy Regional Director, New England Tel: Ross Whittaker Regional Director, New England Tel: Jon Lenihan Regional Director, Boston Tel: Scott Rediker Regional Director, Mid Atlantic Tel: Forrest R. Doane Regional Director, New York Tel: Adam Kuritzky Regional Director, New York Tel: Shelle Martin Regional Director, New York Tel: John McElrone Regional Director, New York Tel: Matthew Mezzancello Regional Director, NY, NJ & PA Tel: Steve Piccone Vice President, New York Tel: William Polese Regional Director, New York Tel: Paul Kleinkauf Regional Director, Southeast Tel: Michail Sidorov Regional Director, Ohio & Michigan Tel: Jessie Saini Regional Director, Midwest Tel: Scott Haugen Regional Director, Minnesota & Wisconsin Tel: Anthony Crosby Regional Director, Chicago Tel: Mark Plaehn Regional Director, Chicago Tel: Kelly-Leigh Keefe, Regional Director, Chicago Tel: Nicholas Renter Regional Director, Texas Tel: Andrew Buonincontro Regional Director, Bay Area Tel: Erik Sandie Regional Director, Bay Area Tel: Jay Loyola Regional Director, Bay Area Tel: Dan Phelan Regional Director, Los Angeles Tel: Hans Schumann Regional Director, San Diego Tel: David Yeary Vice President, DataSite Life Sciences Tel: James Snaza Director of Life Sciences Tel: Jon Blue Vice President, Clean Tech Tel:

67 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 1m. Deals are included in the graphs and Top Deals in each section based on the dominant geography and dominant sector of the target company. Data underlying the League Tables are based on deals where the bidder, target or parent geography of either is that of the geography in focus. Q1 212 refers to the period 1-Jan-12 to 31-Mar-12. *YTD 212 refers to the period 1-Jan-12 to 31-Mar-12. Remark, Part of The Mergermarket Group 8 Strand London, WC2R RL United Kingdom t: +44 () f: +44 () sales@mergermarket.com 11 West 19th Street, 2nd fl. New York, NY 111 USA t: f: sales.us@mergermarket.com Suite Grand Millennium Plaza 181 Queen s Road, Central Hong Kong t: f: sales.asia@mergermarket.com Disclaimer This publication contains general information and is not intended to be comprehensive nor to provide financial, investment, legal, tax or other professional advice or services. This publication is not a substitute for such professional advice or services, and it should not be acted on or relied upon or used as a basis for any investment or other decision or action that may affect you or your business. Before taking any such decision you should consult a suitably qualified professional adviser. Whilst reasonable effort has been made to ensure the accuracy of the information contained in this publication, this cannot be guaranteed and neither Mergermarket nor any of its subsidiaries nor any affiliate thereof or other related entity shall have any liability to any person or entity which relies on the information contained in this publication, including incidental or consequential damages arising from errors or omissions. Any such reliance is solely at the 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.