Corporate Transaction Trends

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1 No. of transactions Corporate Transaction Trends Transaction Advisory Services Transactions by Sweden s largest companies High deal activity in Q amongst Swedish corporates Corporate Transaction Trends a quarterly publication that aims to identify trends in the level and direction of transactions completed by Sweden s largest companies reports that the number of completed transactions in 2015 decreased slightly compared to The largest Swedish companies completed 157 transactions in 2015, corresponding to a decrease of 5% compared to the 165 transactions posted in Though the number of transactions decreased compared to 2014, last year s figure was the highest one recorded since 2008, and the 157 transactions in 2015 represents the second highest number over the last seven years. The number of acquisitions in 2015 (109) decreased by 13% compared to the previous year. In contrast, divestments increased by 20%, reaching 48 which is the highest number since 2007, when 51 divestments were completed. Following two quarters with relatively few closed transactions, deal activity accelerated in the fourth quarter with 32% of the year s transactions, and the 50 transactions closed is at par with Q After the exceptionally strong 2014, our in hindsight rather bullish forecast for 2015 predicted 180 completed transactions for In light of this 13% shortfall, it is with humility that we will attempt to forecast 2016 deal activity. We are entering 2016 with a strong finish to 2015, and the activity we are currently seeing in the market remains at high levels. However, for the pessimistically inclined, there is no shortage of clouds on horizon, most notably the poor performance of global stock markets in January fuelled by worries about Chinese growth and depressed commodity prices. Recent uncertainties regarding the strength of the US economy may also play a role. That said, strong corporate balance sheets, a continued supply of readily available capital at low interest rates, combined with the absence of shocks to the financial system, still provides a favourable environment for M&A. Based on this, we predict stable deal activity for 2016 and estimate that the number of completed transactions could reach 160. Rolling last twelve months (LTM) transactions Q4 '08 Q4 '09 Q4 '10 Q4 '11 Q4 '12 Q4 '13 Q4 '14 Q4 '15 LTM no. of transactions LTM no. of aquisitions LTM no. of divestments

2 No. of divestments No. of acquisitions Quarterly data Year on year quarterly acquisitions Q1 Q2 Q3 Q4 FY12 FY13 FY14 FY15 Year on year quarterly divestments Q1 Q2 Q3 Q4 FY12 FY13 FY14 FY15 Ranked by Enterprise Value, the largest non-real estate transaction was Canon s 85% public buyout of Axis, which was also the largest regional divestment. Balder s two-step acquisition of half of Finnish Sato represented the largest acquisition when including estimated net debt. The second largest acquisition was made by AstraZeneca which purchased US based ZS Pharma for USD 2.7bn in an all cash deal. Indutrade completed the highest number of acquisitions (11) during 2015, one more than Assa Abloy at saw a number of other interesting transactions, including Ratos divestment of Cinema group with a stated holding IRR of 42%, Volvo s 45% acquisition of Dongfeng Commercial Vechicles and ICA Gruppen s strategic acquisition of Apotek Hjärtat. In terms of geographical focus, the decrease in completed transactions compared to 2014 was driven by fewer acquisitions in Western Europe and the US, whilst transactions in the region increased from 63 to 78. As in previous years, Manufacturing and Construction was the most active sector representing 39% of the completed transactions. Q largest transactions (ranked by Enterprise Value) Date Target Seller Buyer Enterprise Target Value ( 100% ) Turnover Acquisitions M M 2015/12 SATO 1 Varma Balder ~2, /12 ZS Pharma Listed AstraZeneca ~1,900 n/a 2015/10 BraunAbility (90%) Private Investor (Patricia Industries) Axis (85%) 2 Public Canon ~2,400 ~ /12 CTC Media 3 MTG UTH Russia /12 NMA (merchant acquiring business) Nordea Nets 230 n/a Only includes transactions for which an Enterprise Value has been reported or otherwise possible to derive 1 After two transactions in 2015, Balder controls 53.3% of Sato. EV calculated as 235m/22.9% plus estimated net debt of 1,450m 2 Canon announced a tender offer for Axis shares in February, but the process of acquiring shares lasted throughout the year and we did not include the transaction in the CTT study until Corporate Q4 Transaction Trends 3 MTG owned 38% of CTC Media 2

3 Quarterly data 2015 largest transactions (ranked by Enterprise Value) Date Target Seller Buyer Enterprise Target Value ( 100% ) Turnover Acquisitions M M 2015/12 SATO Varma Balder ~2, /12 ZS Pharma Listed AstraZeneca ~1,900 n/a 2015/01 Dongfeng Commercial Vehicles (45%) Dongfeng Motor Group Volvo 1,493 4, /01 Apotek Hjärtat Altor ICA Gruppen /03 Branded respiratory business 1 Actavis AstraZeneca Axis (85%) Public Canon ~2,400 ~ /07 Cinema Group (58%) Ratos Bridgepoint /04 ICA Norge ICA Gruppen COOP Norge ~300 1, /12 CTC Media MTG UTH Russia /12 NMA (merchant acquiring business) Nordea Nets 230 n/a Only includes transactions for which an Enterprise Value has been reported or otherwise possible to derive 1 US & Canada Corporate Transaction Trends 3

4 Size and sector 2015 and by size Acquisitions Target Turnover Q1'15 Q2'15 Q3'15 Q4' under M M over M Total Target Turnover Q1'15 Q2'15 Q3'15 Q4' under M M over M Total Q and 2015 by industry sector and size Target Turnover Q4' Industry sector Band Acquisitions Acquisitions Basic industries under M M over M Manufacturing and construction under M M over M Retail and consumer goods under M M over M Finance and real estate under M M over M Healthcare under M M over M TMT under M M over M Services under M M over M Total under M M over M Total Corporate Transaction Trends 4

5 Geographic region Q by geographic region Acquisitions Asia (excl Americas Japan) (excl US) 3% 5% RoW 6% US 17% 40% 33% 54% 3% 26% 13% 2015 by geographic region Acquisitions Americas (excl US) 4% Asia (excl Japan) 6% US 11% RoW 4% Americas (excl US) 2% 13% US 10% 4% 26% 45% 15% 60% Corporate Transaction Trends 5

6 Transaction Advisory Services Contacts Pär-Ola Hansson Deputy leader EMEIA Transaction Advisory Services Jesper Almström Head of Transaction Advisory Services Brian Gonourie Transaction Support Staffan Ekström M&A Advisory Staffan Folin M&A Advisory Björn Gustafsson Valuation & Business Modelling Henrik Eriksson Operational Transaction Services Kristin Ringland Commercial Advisory Services Kristoffer Ståhlbröst Restructuring Carsten Kuhlmann Transaction Tax Transaction Advisory Services provides professional advice in connection with acquisitions, divestments, financing, restructuring and other transactions. Our services include M&A advice, restructuring advice (including advice on working capital management), valuations and business modelling, transaction support (including financial due diligence), operational transaction services (including operational due diligence and integration services) and transaction tax services. EY Assurance Tax Transactions Advisory About EY EY is a global leader in assurance, tax, transaction and advisory services. The insights and quality services we deliver help build trust and confidence in the capital markets and in economies the world over. We develop outstanding leaders who team to deliver our promises to all of our stakeholders. In so doing, we play a critical role in building a better working world for our people, for our clients and for our communities. EY refers to the global organisation and / or one or more of the member firms of Ernst & Young Global Limited, each of which is a separate legal entity. Ernst & Young Global Limited, a UK company limited by guarantee, does not provide services to clients. About EY s Transaction Advisory Services How you manage your capital agenda today will define your competitive position tomorrow. We work with clients to create social and economic value by helping them make better, more informed decisions about strategically managing capital and transactions in fast-changing markets. Whether you re preserving, optimising, raising or investing capital, EY s Transaction Advisory Services combine a unique set of skills, insight and experience to deliver focused advice. We help you drive competitive advantage and increased returns through improved decisions across all aspects of your capital agenda. For more information about our organisation and our services, please visit Transactions covered in this publication are transactions completed by large Swedish companies, defined to mean (i) companies which are listed on the Stockholm Stock Exchange and have a market capitalization over MSEK 5,000; and (ii) other Swedish companies with a turnover of more than MSEK 10,000. Swedish companies that are controlled by foreign groups have been excluded, unless they are headquartered in Sweden. Only transactions completed or declared unconditional in the period with an estimated deal value over approximately 50 MSEK and which have resulted in a change of control or significant change of influence have been included. If large Swedish companies are present on both sides of the same transaction, the transaction is recorded as an acquisition. Public takeovers by third parties and demergers are recorded as divestments. This material has been prepared for general informational purposes only and is not intended to be relied upon as accounting, tax or other professional advice. Please refer to your advisors for specific advice. Ernst & Young AB accepts no responsibility for any loss arising from any action taken or not taken by anyone using the material in this publication. For further enquiries, or to add your name to the mailing list for this publication, please send an to transactions@se.ey.com Ernst & Young AB. All Rights Reserved.