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Monthly M&A InsIderA mergermArket report on globAl m&A Activity
December 2010
Monthly M&A InsIdermergermarket
GlobAl overvIew 01
AmericAs: lAtin AmericA 05
north AmericA 13
AsiA-pAcific 25
europe 39
miDDle eAst & AfricA 49
80 strandlondon, Wc2r 0rlunited kingdom
t: +44 (0)20 7059 6100f: +44 (0)20 7059 [email protected]
895 broadway #4new york, ny 10003usA
t: +1 212 686-5606f: +1 212 [email protected]
suite 2401-3grand millennium plaza181 Queen’s road, centralhong kong
t: +852 2158 9700f: +852 2158 [email protected]
www.mergermarket.comPart of the mergermarket group
CONTENTS
Monthly M&A Insider
globAl overvieW
01
Nevertheless, by the beginning of December, deal flow for 2010 had increased by 20.0% in terms of value and almost 14.0% in terms of volume compared to 2009; and deals with a combined valued of €343.00bn had come to market.
As the year draws to a close, we are witnessing a notable uptick in both confidence and activity, which promises much as we move into 2011. This sense of optimism was evident at the fourth annual Financial Times and mergermarket’s European M&A Awards ceremony, celebrated at the Sheraton Hotel in London in early December.
Investment bank Lazard won the coveted title ‘Financial Adviser of the Year’ award, while international law firm Linklaters walked away with a trophy announcing them as ‘Legal Adviser of the Year’.
Recognising the transformational impact of the deal on the entire M&A industry - leading to a review of the UK’s takeover code - the judges selected the £13.73bn Cadburys/Kraft transaction as the ‘Deal of the Year’ while BC Partners Ltd and Apollo Management‘s exit from German cable network operator Unitymedia - worth close to £4.00bn - was named as the ‘Private Equity Deal of the Year’.
Looking back over the year, what have been the drivers behind the comeback in M&A activity?
Firstly, the overall market recovery. Consensus amongst experts was, until recently, that we had reached the bottom of the crisis and that we are now looking at slow and steady recovery. Clouds on the horizon are, of course, the Euro crisis and growing concerns about the ‘PIGS’, and the next months will be crucial with regards to the sustainability of the recovery.
Secondly, the strength of corporate players. It is increasingly clear that corporates have used the crisis to get their ships in shape, refining their strategy, identifying what is core and where to expand to next. They spent time talking to all their stakeholders and, now that the market is recovering, they are ready to seize opportunities. The Cadbury/Kraft deal was an excellent example of the strength of the corporate buyers.
Next, the influx of Asian buyers is recognised as a key deal driver that will ensure a continued uptick in M&A activity. The Energy, Mining & Utilities space is obviously attractive, but Financial Services is also an industry of interest. Although there have been a few teething problems, the Chinese look set to allow and encourage such deals stemming from state-owned banks, which could prove to be a life-line for some of the more troubled Western banks.
Finally, the comeback of private equity. Nobody expected the recovery in private equity both in terms of exits and buyouts. Just a year ago, dealmakers were arguing that it was going to be difficult to do an LBO worth more than €500m. However, this year alone, we have seen 35 deals with a value of €500m or more, compared with just 11 in 2009.
These deal drivers will continue to push M&A activity in 2011 and expectations are that deal flow will continue to increase over the coming year. Aside from M&A deals, we feel that refinancings will take centre stage with lots of talk about the ‘wall of refinancing’. The UK, Germany and France will be affected most, and the thing to keep in mind is that it is not only LBO-related debt that we are talking about, but also corporate debt taken on that was used to fund M&A strategies.
GLOBAL OvERvIEW
head of research – Elias Latsis
editor – Rory McNeil
For advertising opportunities contact:
erik wickman
tel: + (1) 212 6863329 [email protected]
Global overview: Catherine Ford
latin America: Mathew Albert
north America: Svetlana Alkayeva and Elizabeth Castro
Asia-Pacific: Shansuke Okano, Marco Shek, Debbie Jung, Maggie Cheung, Kendy Suen and Douglas Robinson
europe: Samuel Tedjasukmana and Damien Julliard
Middle east & Africa: Nulifer Sezer and Marie-Laure Keyrouz
GlobAl overvIew
2010 HAS BEEN DIFFICULT FOR MANY INvOLvED IN M&A ACTIvITY – BOTH LEGAL AND FINANCIAL ADvISERS CONTINUED TO HAvE TO CONTEND WITH LOWER DEAL FLOW THAN PRE-CRISIS LEvELS AND PRIvATE EqUITY PRACTITIONERS HAD TO FIND CREATIvE SOLUTIONS TO FUND THEIR DEAL ASPIRATIONS. ON THE FLIPSIDE, CORPORATE BUYERS HAvE BEEN MAKING A REAL COMEBACK TO THE M&A ARENA.
Monthly M&A Insider 02
globAl overvieW
TREND GRAPHS
GlobAl M&A quArterly trend
vALUE vOLUME
0
200,000
400,000
600,000
80,0000
1,000,000
1,200,000
1,400,000
Q410*
Q310
Q210
Q110
Q409
Q309
Q209
Q109
Q408
Q308
Q208
Q108
Q407
Q307
Q207
Q107
Q406
Q306
Q206
Q106
Q405
Q305
Q205
Q105
Q404
Q304
Q204
Q104
Valu
e (U
S$m
)
0
500
1,000
1,500
2,000
2,500
3,000
3,500
4,000
4,500
Q410*
Q310
Q210
Q110
Q409
Q309
Q209
Q109
Q408
Q308
Q208
Q108
Q407
Q307
Q207
Q107
Q406
Q306
Q206
Q106
Q405
Q305
Q205
Q105
Q404
Q304
Q204
Q104
Num
ber
of d
eals
GlobAl M&A quArterly MId-MArket trend
vALUE vOLUME
0
20,000
40,000
60,000
80,000
100,000
120,000
140,000
Q410*
Q310
Q210
Q110
Q409
Q309
Q209
Q109
Q408
Q308
Q208
Q108
Q407
Q307
Q207
Q107
Q406
Q306
Q206
Q106
Q405
Q305
Q205
Q105
Q404
Q304
Q204
Q104
Valu
e (U
S$m
)
0
500
1,000
1,500
2,000
Q410*
Q310
Q210
Q110
Q409
Q309
Q209
Q109
Q408
Q308
Q208
Q108
Q407
Q307
Q207
Q107
Q406
Q306
Q206
Q106
Q405
Q305
Q205
Q105
Q404
Q304
Q204
Q104
Num
ber
of d
eals
Moving average trend line
Monthly M&A Insider 03
globAl overvieW
TREND GRAPHS
GlobAl M&A sector breAkdown ytd 2010
vALUE vOLUME
20.3%
6.9%
23.7%
4.8%
1.1%
0.7%4.1%
1.8%8.8%
0.4%
6.1%9.2%
12.2%Pharma, Medical & Biotech
Construction
Transportation
Leisure
Agriculture
Defence
TMT
Industrials & Chemicals
Consumer
Business Services
Energy, Mining & Utilities
Financial Services
Real Estate
12.2%
18.3%
5.2%4.0%
3.0%10.3%
8.0%
11.9%
10.6%
12.2%
Pharma, Medical & Biotech
Construction
Transportation
Leisure
Agriculture
Defence
TMT
Industrials & Chemicals
Consumer
Business Services
Energy, Mining & Utilities
Financial Services
Real Estate
2.7%
1.2%
0.4%
GlobAl M&A quArterly PrIvAte equIty trend
vALUE vOLUME
0
50,000
100,000
150,000
200,000
250,000
300,000
350,000
400,000
Q410*
Q310
Q210
Q110
Q409
Q309
Q209
Q109
Q408
Q308
Q208
Q108
Q407
Q307
Q207
Q107
Q406
Q306
Q206
Q106
Q405
Q305
Q205
Q105
Q404
Q304
Q204
Q104
Valu
e (U
S$m
)
Global buyouts
Global exits
0
100
200
300
400
500
600
700
800
Q410*
Q310
Q210
Q110
Q409
Q309
Q209
Q109
Q408
Q308
Q208
Q108
Q407
Q307
Q207
Q107
Q406
Q306
Q206
Q106
Q405
Q305
Q205
Q105
Q404
Q304
Q204
Q104
Num
ber
of d
eals
Global buyouts
Global exits
Monthly M&A Insider 04
globAl overvieW
TREND GRAPHS
GlobAl M&A deAl sIze breAkdown
vALUE vOLUME
0
500
1,000
1,500
2,000
2,500
H210*
H110
H209
H109
H208
H108
H207
H107
H206
H106
H205
H105
H204
H104
> US$501m
US$251m-US$500m
US$101m-US$250m
US$15m-US$100m
US$5m-US$14.9m
Valu
e (U
S$bn
)
0
1,000
2,000
3,000
4,000
5,000
6,000
7,000
8,000
9,000
H210*
H110
H209
H109
H208
H108
H207
H107
H206
H106
H205
H105
H204
H104
> US$501m
US$251m-US$500m
US$101m-US$250m
US$15m-US$100m
US$5m-US$14.9m
Value not disclosed
Num
ber
of d
eals
LATIN AM
ERICA
LATIN AMERICAA MERgERMARkET M&A REpoRT oN
Monthly M&A Insider 05
While the sector has seen the second largest amount of regional deal value – surpassed only by TMT’s 36.3% share – the space has seen a remarkable stride of big ticket, transformational deals of late. Indeed, Energy, Mining & Utilities transactions have led the top deals table for the past three months in a row.
In the latest such transaction, Bridas Corporation, an oil and gas company co-owned by China National offshore Corporation (CNooC) and Bridas Corporation Holdings, agreed to acquire the remaining 60.00% stake in pan American Energy (pAE) that it did not already own from seller Bp in a deal valued at US$7.06bn. The acquisition of pAE, the second largest oil producer in Argentina, is in line with the firm’s growth ambitions to significantly boost Bridas Corporation’s foot print in South America.
In part, this growth ambition also reflects the insatiable appetite of Chinese buyers to invest in resource-rich industries in markets the world over. For instance, CNooC’s entry into Latin America came with the firm investing US$3.10bn in cash for a 50.00% stake in Bridas Corporation earlier in the year. More recently, in Latin America’s largest Energy deal in over a decade China petroleum & Chemical Corporation acquired a 40.00% stake in Repsol Brazil in a transaction valued at US$7.11bn.
While buy-side demand from Chinese firms has been a boon for M&A activity in the extractive industries, the deal market has also been fed by Bp’s massive disposal campaign in the wake of the oil spill in the gulf of Mexico. Having raised just over US$20.00bn, the oil major is closing the gap on its US$30.00bn target, which will go to pay costs associated with the oil spill. of the divestments made this year, several have come from its Latin American portfolio and with roughly a third of its funding target remaining, further such plays may continue to act as a key deal driver in the Energy space in 2011.
Elsewhere in the broader regional M&A market, the Financial Services sector witnessed one of its largest transactions of the year come to market in Mexico in November. The deal saw grupo Financiero Banorte and IXE grupo Financiero agree to merge in a tie-up valued at US$1.41bn that will see the combined company become the third largest financial institution in the country, active across all Financial Services market segments.
The merger, which will involve the integration of a diverse range of Financial Services businesses in the banking, insurance and fund management niches, amongst others, is expected to complete in the first quarter of 2011. In itself such a large-scale project of integration can prove a challenge in any merger, but one well worth it for the merged financial group to close in on the competition.
DEAL ACTIVITIY IN LATIN AMERICA’S ENERgY, MININg & UTILITIES SpACE HAS BEEN NoTHINg IF NoT RoBUST THIS YEAR WITH 72 DEALS WoRTH A CoMBINED US$37.49BN CoMINg To MARkET. THIS ACCoUNTS FoR RoUgHLY A FIFTH oF REgIoNAL DEAL VoLUME AND oVER A QUARTER oF AggREgATE DEAL VALUE, MAkINg THE SECToR THE MoST ACTIVE SpACE FoR LATIN AMERICAN DEALMAkINg IN THE YEAR To NoVEMBER.
06
LATIN AM
ERICA
Monthly M&A Insider
Target: pan American Energy LLC (60.00% stake) Announced: 28-Nov-10
Bidder: Bridas Corporation Deal value: US$7.06bn
Seller: Bp plc Deal nature: Acquisition, Cross-border, public
STRUCTURE• Bridas Corporation has agreed to acquire the remaining
60.00% stake in pan American Energy LLC (pAE) from Bp plc for US$7.06bn;
• Bridas, an Argentina based oil and gas production company, is a 50:50 joint venture between CNooC Limited, the Hong kong-listed Chinese oil and gas group, and Bridas Energy Holdings, the Argentina based oil and gas group;
• pan American Energy LLC (pAE), the US-incorporated, Argentinean company, is engaged in oil and gas production, and is currently 60.00% owned by Bp plc, the listed Uk-based oil and gas group, and 40.00% owned by Bridas.
TERMS• 60.00% stake in pAE for US$7.06bn in cash;
• Bridas is required to pay a cash deposit of US$3.53bn with the balance of proceeds due on completion of the sale;
• US$1.41bn of the remaining balance is due to be paid on 3-Dec-10;
• US$2.12bn of the remaining balance is due to be paid on 28-Dec-10.
FINANCING:• CNooC and Bridas Energy Holdings have agreed to
contribute an equal amount of US$2.47bn into Bridas by way of a subscription for shares, and the 50:50 ownership is maintained;
• The aggregate amount of US$4.94bn represents 70.0% of the proposed consideration;
• The remaining 30.0% of the funding will be satisfied by third party loans.
RATIONALE• The acquisition is expected to significantly enlarge Bridas’
share of oil and gas asset portfolio in Latin America. The sale is part of Bp’s plan announced in Jul-10 to divest up to US$30.00bn of assets.
EXPECTED COMPLETION:• The transaction is expected to be completed in 2011.
CONDITIONS• Subject to regulatory approvals.
BACKGROUND• The proposed acquisition excludes the shares of pAE E&p
Bolivia Ltd;
• Based on figures for 2009, pAE had proven reserves of 1,430m BoE and an average daily production of 227,000 BoE, and is the second largest producer of oil and gas in Argentina;
• CNooC acquired a 50.00% stake in Bridas Corporation from Bridas Energy Holdings back in Mar-10.
DEAL oF THE MoNTH
Advisors
Target/Seller Bidder
Financial Standard Chartered Financial Jp Morgan
Financial Sullivan & Cromwell Legal Baker & Mckenzie; Akin gump Strauss Hauer & Feld
mergermarket/dealReporter Intelligence
13-Oct-10 Argentine government will guarantee gas availability to companies that agree to pay more – sources.
07
LATIN AM
ERICA
Monthly M&A Insider
TOP 15 LATIN AMERICAN ANNOUNCED DEALS YTD 30-NOV-10Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia
1-day before
Deal value
(US$m)Revenue EBITDA P/E
13-Jan-10 C Carso global Telecom SAB de CV
TMT America Movil SA de CV
1.7 4.9 14.4 3.1% 28,055
28-Jul-10 C Barsilcel NV (50.00% stake) TMT Telefonica SA portugal Telecom SgpS SA
- 9,746
11-Jan-10 C FEMSA Cerveza SA de CV Consumer Heineken NV Fomento Economico Mexicano SAB de CV
- 7,692
1-oct-10 p Repsol Brazil (40.00% stake) Energy, Mining & Utilities
China petroleum & Chemical Corporation
Repsol YpF SA - 7,109
28-Nov-10 p pan American Energy LLC (60.00% stake)
Energy, Mining & Utilities
Bridas Corporation Bp plc - 7,059
13-Jan-10 C Telmex Internacional SAB de CV (39.30% stake)
TMT America Movil SA de CV
2.6 10.6 23.6 2.2% 6,533
2-May-10 p Alumina do Norte do Brasil SA (57.00% stake); Aluminio Brasileiro SA (51.00% stake); Companhia de Alumina do para (61.00% stake); and paragominas bauxite mine (60.00% stake)
Industrials & Chemicals
Norsk Hydro ASA Vale SA - 4,900
22-Jan-10 C polibutenos SA Industrias Quimicas (33.33% stake); Quattor participacoes SA (60.00% stake); and Unipar Comercial e Distribuidora SA
Industrials & Chemicals
Braskem SA Uniao de Industrias petroquimicas SA
- 4,238
27-Jan-10 C Bunge participacoes e Investimentos SA
Industrials & Chemicals
Vale SA Bunge Limited - 3,800
14-Mar-10 C Bridas Corporation (50% stake)
Energy, Mining & Utilities
CNooC International Limited
Bridas Energy Holdings Ltd
- 3,100
5-May-10 p Nossa Caixa Seguros e previdencia; Mapfre Vera Cruz Seguradora; Mapfre Vera Cruz Vida e previdencia; Mares - Mapfre Riscos Especiais; Mapfre Seguradora de garantias e Credito e Vida Seguradora; Brasilveiculos Companhia de Seguros SA
Financial Services
BB Seguros participacoes SA/Mapfre SA Joint Venture
BB Seguros participacoes SA; Mafre SA
- 2,831
5-Aug-10 p NET Servicos de Comunicacao S.A. (58.06% stake)
TMT Embratel participacoes SA
1.7 6.8 11.3 14.5% 2,606
9-Jun-10 p grupo Financiero Financial Services
Banco Santander Bank of America Corporation
n/a n/a - 2,500
3-May-10 C Agre Empreendimentos Imobiliarios SA
Real Estate pDg Realty SA Empreendimentos e participacoes
n/a n/a 13.8 1.5% 1,955
15-Jul-10 p BAC Credomatic gECF Financial Services
grupo Aval Acciones y Valores SA
gE Capital global Banking
n/a n/a - 1,900
C = Completed; p = pending; L = Lapsed Source: mergermarket
Top DEALS & EXpECTED DEALS
LATIN AM
ERICA
Monthly M&A Insider 08
Top DEALS & EXpECTED DEALS
TOP 5 LATIN AMERICAN ANNOUNCED DEALS OF ThE MONTh (NOV-10)Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia
1-day beforeDeal value
(US$m)Revenue EBITDA P/E
28-Nov-10 p pan American Energy LLC (60.00% stake)
Energy, Mining & Utilities
Bridas Corporation Bp plc - 7,059
17-Nov-10 p Ixe grupo Financiero SA de CV
Financial Services
grupo Financiero Banorte SA de CV
n/a n/a 11.9% 1,407
26-Nov-10 p Cadena de Tiendas Venezolanas SA (80.10% stake)
Consumer government of Venezuela Casino guichard perrachon SA
- 690
12-Nov-10 p polyester Resin producing Facility in US and Mexico
Industrials & Chemicals
Indorama Ventures public Company Limited
Invista - 420
4-Nov-10 p J. Malucelli participacoes em Seguros e Resseguros SA (43.00% stake)
Financial Services
The Travelers Companies Inc
grupo J. Malucelli
n/a n/a - 370
C = Completed; p = pending; L = Lapsed Source: mergermarket
LATIN AM
ERICA
Monthly M&A Insider 09
PIPelIne of exPected deAls situation target company sector Potential bidder
companyfinancial adviser to bidder (B); target (t); seller (s)
seller company Market cap/est. value (Us$m)
comments
Rumored takeover target
JBS SA Agriculture Minerva SA N/A JBS, the world's largest meatpacker, may sell its Carceres slaughtering plant located in the state of Mato Grosso, said a company officer and an industry source.
Expected Deal Tempo Participacoes SA
Pharma, Medical & Biotech
Amil Participacoes SA; Bradesco Saude SA; Carlyle Global Financial Services Partners Fund;
GP Investments Limited
N/A On 15-Oct-10, Tempo Participacoes made public a ‘relevant fact’, explaining it is being advised by Pactual BTG and UBS Securities and it is evaluating the merger or disposal of its various businesses. No more details were disclosed.
Rumored takeover target
AleSat Combustiveis SA
Services Louis Dreyfus SAS; Bunge Limited, Petroleo Brasileiro SA; Ultrapar Participaceoes SA; Cosan Limited;
Rothschild Darby Overseas Investments, Ltd.
3,500 AleSat Combustiveis SA, a privately held Brazilian chain of about 1,700 gas stations, is holding talks to sell itself in what is being seen as the last sizeable M&A deal in the ongoing consolidation of Brazil’s fuel-distribution industry, said two sources familiar with the matter. The company has estimated annual sales of US$3.5bn.
Auction Aguas Nuevas Energy, Mining & Utilities
Macquarie Capital, Morgan Stanley Infrastructure or Marubeni
Banco Santander
350 Banco Santander is negotiating with a few buyers on the sale of Aguas Nuevas, the Chilean utility, and it is close to sealing a deal, said a source close to the situation. In February, Banco Santander sent out an information memorandum on Aguas Nuevas and bids were expected the following month, as previously reported by this news service. Likely buyers are infrastructure funds such as Macquarie Capital and Morgan Stanley Infrastructure, also previously reported. A published report in Dec-09 labelled Japanese conglomerate Marubeni as a potential buyer. The source could not comment on a potential deal value, but it has been reported that Aguas Nuevas could be worth US$350m. The utility has 356,000 customers and an 8.8% share of the Chilean water market. Santander Infrastructure Fund II, which specializes in infrastructure assets, acquired the Chilean utility last year from Grupo Solari.
Source: mergermarket
LATIN AM
ERICA
Monthly M&A Insider 10
LEAGUE TABLES
vALUEYtd
30-nov-10House Value
(Us$m)deal count
1 Credit Suisse 70,398 27
2 Citigroup 49,753 10
3 Bank of America Merrill Lynch 25,287 16
4 Morgan Stanley 18,415 9
5 JPMorgan 17,822 14
6 BTG Pactual 15,588 29
7 Credit Agricole CIB 11,732 7
8 Santander Global Banking and Markets 11,665 13
9 Caixa Banco de Investimento 11,038 5
10 UBS Investment Bank 10,768 8
11 Banco Espirito Santo de Investimento 9,886 4
12 Mediobanca 9,746 1
13 Societe Generale 9,746 1
14 Rothschild 9,712 8
15 Standard Chartered 9,559 2Source: mergermarket
vOLUME
The financial advisor league tables by value and volume have been run from 1-Jan-10 to 30-Nov-10 and exclude lapsed and withdrawn deals. The tables cover all sectors andare based on the geography of either the target, bidder or seller being Latin American.
Ytd 30-nov-10
House Value (Us$m)
deal count
1 BTG Pactual 15,588 29
2 Credit Suisse 70,398 27
3 Bank of America Merrill Lynch 25,287 16
4 JPMorgan 17,822 14
5 Santander Global Banking and Markets 11,665 13
6 Citigroup 49,753 10
7 Morgan Stanley 18,415 9
8 Goldman Sachs 7,277 9
9 UBS Investment Bank 10,768 8
10 Rothschild 9,712 8
11 Banco Itau BBA 6,695 8
12 Credit Agricole CIB 11,732 7
13 Deutsche Bank 7,275 7
14 HSBC Bank 3,482 7
15 BR Partners 3,097 7Source: mergermarket
toP 15 fInAncIAl AdVIsors – lAtIn AMerIcA
vALUEYtd
30-nov-10House Value
(Us$m)deal count
1 Dewey & LeBoeuf 34,628 3
2 Mayer Brown 28,459 6
3 Cleary Gottlieb Steen & Hamilton 25,827 12
4 Skadden Arps Slate Meagher & Flom 20,509 13
5 Allen & Overy 16,367 5
6 Machado Meyer Sendacz e Opice 14,753 21
7 Souza, Cescon Avedissian, Barrieu e Flesch Advogados 14,680
7
8 Latham & Watkins 14,329 9
9 Tozzini Freire Teixeira E Silva Advogados 13,558 15
10 Uria Menendez 13,269 7
11 Freshfields Bruckhaus Deringer 13,090 4
12 Demarest e Almeida 11,696 18
13 Baker & McKenzie 11,039 16
14 Simpson Thacher & Bartlett 10,318 9
15 Akin Gump Strauss Hauer & Feld 10,159 2Source: mergermarket
vOLUME
The legal advisor league tables by value and volume have been run from 1-Jan-10 to 30-Nov-10 and include lapsed and withdrawn deals. The tables cover all sectors andare based on the geography of either the target, bidder or seller being Latin American.
Ytd 30-nov-10
House Value (Us$m)
deal count
1 Mattos Filho, veiga Filho, Marrey Jr. e Quiroga Advogados
3,805 22
2 Machado Meyer Sendacz e Opice 14,753 21
3 Pinheiro Neto Advogados 7,531 21
4 Demarest e Almeida 11,696 18
5 Barbosa, Mussnich & Aragao 7,042 18
6 Baker & McKenzie 11,039 16
7 Tozzini Freire Teixeira E Silva Advogados 13,558 15
8 Skadden Arps Slate Meagher & Flom 20,509 13
9 Cleary Gottlieb Steen & Hamilton 25,827 12
10 Azevedo Sette Advogados 3,425 12
11 Estudio Muniz, Ramirez, Perez-Taiman & Olaya Abogados
945 12
12 Linklaters 4,061 10
13 Latham & Watkins 14,329 9
14 Simpson Thacher & Bartlett 10,318 9
15 Prieto & Carrizosa 1,407 9Source: mergermarket
toP 15 legAl AdVIsors – lAtIn AMerIcA
11
LATIN AM
ERICA
Monthly M&A Insider
TREND gRApHS
LATIN AMERICAN M&A qUARTERLY TREND
VALUE VoLUME
0
10,000
20,000
30,000
40,000
50,000
60,000
70,000
Q410*
Q310
Q210
Q110
Q409
Q309
Q209
Q109
Q408
Q308
Q208
Q108
Q407
Q307
Q207
Q107
Q406
Q306
Q206
Q106
Q405
Q305
Q205
Q105
Q404
Q304
Q204
Q104
Valu
e (U
S$m
)
0
25
50
75
100
125
150
175
Q410*
Q310
Q210
Q110
Q409
Q309
Q209
Q109
Q408
Q308
Q208
Q108
Q407
Q307
Q207
Q107
Q406
Q306
Q206
Q106
Q405
Q305
Q205
Q105
Q404
Q 04
Q204
Q104
Num
ber
of d
eals
Moving average trend line
LATIN AMERICAN M&A qUARTERLY MID-MARKET TREND
VALUE VoLUME
0
1,000
2,000
3,000
4,000
5,000
6,000
Q4 10*
Q310
Q210
Q110
Q409
Q309
Q209
Q109
Q408
Q308
Q208
Q108
Q407
Q307
Q207
Q107
Q406
Q306
Q206
Q106
Q405
Q305
Q205
Q105
Q404
Q304
Q204
Q104
Valu
e (U
S$m
)
0
20
40
60
80
100
Q410*
Q310
Q210
Q110
Q409
Q309
Q209
Q109
Q408
Q308
Q208
Q108
Q407
Q307
Q207
Q107
Q406
Q306
Q206
Q106
Q405
Q305
Q205
Q105
Q404
Q304
Q204
Q104
Num
ber
of d
eals
12
LATIN AM
ERICA
Monthly M&A Insider
TREND gRApHS
LATIN AMERICAN M&A SECTOR BREAKDOwN YTD 2010
VALUE VoLUME
26.7%
9.3%
1.2%
1.0%
1.9%0.5%
0.9%2.1%
1.1%
36.3%
9.6%
9.8%
Energy, Mining & Utilities
Consumer
Industrials & Chemicals
Financial Services
Business Services
TMT
Pharma, Medical & Biotech
Transport
Agriculture
Leisure
Construction
Real Estate
15.5%
19.9%
1.4%19%
3.9%4.2%
10.0%
11.1%13.0%
4.4%
5.0%
9.7%
Energy, Mining & Utilities
Consumer
Industrials & Chemicals
FinancialServices
Business Services
TMT
Pharma, Medical & Biotech
Transport
Agriculture
Leisure
Construction
Real Estate
LATIN AMERICAN M&A qUARTERLY PRIVATE EqUITY TREND
VALUE VoLUME
0
3
6
9
12
15
Q410*
Q310
Q210
Q110
Q409
Q309
Q209
Q109
Q408
Q308
Q208
Q108
Q407
Q307
Q207
Q107
Q406
Q306
Q206
Q106
Q405
Q305
Q205
Q105
Q404
Q304
Q204
Q104
Num
ber
of d
eals
Latin American buyouts
Latin American exits
0
500
1,000
1,500
2,000
2,500
Q410*
Q310
Q210
Q110
Q409
Q309
Q209
Q109
Q408
Q308
Q208
Q108
Q407
Q307
Q207
Q107
Q406
Q306
Q206
Q106
Q405
Q305
Q205
Q105
Q404
Q304
Q204
Q104
Valu
e (U
S$m
)
Latin American buyouts
Latin American exits
NORTH
AMERICA
NORTH AMERICAA MERgERMARkET M&A REpORT ON
13Monthly M&A Insider
CAnAdIAn OIl SAndS
As 2010 COMEs TO A ClOsE, THE CANAdIAN OIl sANds INdusTRy Is EMERgINg As ONE Of THE bRIgHTEsT spOTs IN THE NORTH AMERICAN M&A MARkET. THE OIl sANds pROjECT sTEAlINg THE spOTlIgHT AT THE MOMENT Is THE suNRIsE pROjECT, A 50/50 jOINT vENTuRE INvOlvINg uk-bAsEd bp plC ANd CANAdA-bAsEd Husky ENERgy, wHICH gOT THE OffICIAl gREEN lIgHT fROM Husky IN lATE NOvEMbER MORE THAN TwO yEARs AfTER ITs 2008 ANNOuNCEMENT.
bp and Husky will each contribute approximately us$2.50bn to sunrise, which pools together the unique resources of the two businesses. The physical oil sands assets, located in northeastern Alberta, will come from Husky, while bp will contribute its refinery, based in Toledo, Ohio, in the us. As such, the agreement allows Husky to strengthen its refining capabilities while also allowing bp to propel itself into the oil sands industry.
The size and scope of the sunrise project, not to mention the involvement of bp, whose public profile has been magnified following the gulf of Mexico spill, makes it headline news, especially as bp touts the project as a milestone in promoting North American energy independence. but sunrise is in fact just one of more than a dozen ongoing projects in Canada’s Athabasca oil sands, the world’s largest reservoir of bitumen (a viscous form of crude oil): apart from sunrise, fort Hills, Mackay River, Horizon and kai kos dehseh are some of the most prominent Athabasca projects taking place at the moment. A sampling of deal activity surrounding these projects highlights some common features of transactions in the current market. like the bp-Husky arrangement, deals in the industry are typically structured as joint ventures in which financing, technology, management and other key components of the operation come from different sources - and also like the bp-Husky arrangement, the most substantial deal flow has come from foreign investors.
Asian investors in Canadian oil sandsOne of the most pronounced trends in recent oil sands deals is the strong presence of foreign entities, including foreign corporate buyers or national oil companies, in providing capital and technology for projects. In recent years, Asian investors have been particularly active in financing oil sands development, and this is set to continue moving into 2011. Recently announced transactions, which are centered largely on companies’ access to financing and technological expertise, also allow cross-border buyers to gain access to much-needed raw materials.
One week prior to the sunrise announcement, Thailand-based pTT Exploration and production pCl agreed to acquire a 40.00% interest, valued at approximately us$2.30bn, in another Alberta oil sands project, kai kos dehseh, from Norway-based statoil AsA. The structure allows statoil to remain in control by retaining 60.00% ownership of the project and continuing on as operator and Managing partner. for its part, pTT Exploration, Thailand’s largest energy conglomerate by revenue, will obtain greater energy security to counter the depletion of Thailand’s
own natural resources.
substantial capital commitments, attractive technology, and Asian buyers’ appetite for raw materials were also important components of a deal involving petroChina and Athabasca Oil sands Corporation (AOsC), the leading Canadian oil sands business with a market cap of approximately us$4.30bn. In 2009, petroChina acquired a 60.00% stake in the Mackay River and dover oil sands projects of AOsC for approximately us$1.70bn. As part of the joint venture agreement, petroChina pledged to make capital expenditures in excess of us$238m toward development expenses in the next three years, and to optimize field development efforts by applying its own technologies.
Inbound activity from prominent Asian buyers is not limited to large-cap deals. In a considerably smaller transaction than petroChina-AOsC, korea Investment Corporation (kIC) late last month announced its plans to invest approximately us$98m in Osum Oil sands, the Calgary, Alberta-based oil sands company. proprietary mergermarket intelligence had stated months earlier that Osum needed up to us$488m in financing to develop its Taiga project, located in Cold lake, Alberta, which is expected to see its first oil production much further down the line in 2014. This particular project highlights the time sensitive nature of the industry and the unique financing difficulties it faces as a result. Indeed, the company’s last round of financing, which totaled us$269m, came from us-based private equity firms warburg pincus and a fund of blackstone in 2008.
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Outside of Asia, other foreign financiers are paying close attention to Canada’s oil sands development. The fort Hills project, for example, has garnered interest from domestic and European investors over the past several years and stakes in the project have changed hands repeatedly thanks to ongoing sale efforts on the part of its Canada-based owner, uTs Energy Corporation. Notable transactions date as far back as 2005, when uTs sold a 60.00% stake in the project to petro-Canada for approximately us$242m, with petro-Canada agreeing to fund 75.00% of uTs Energy’s share of roughly us$807m of capital for development. further down the road in 2009, france-based Total acquired a 20.00% stake in the fort Hills joint venture and agreed to contribute more than us$1.40bn to the operation.
OutlookThere is plenty more oil sands M&A on the horizon moving into 2011 as mergermarket intelligence has recently highlighted a number of active projects and high profile buyers.
Calgary-based Oilsands Quest, for instance, is reportedly seeking a strategic partner with a strong balance sheet for its Axe lake project, which will require substantial financing in the upcoming years and could be a target for large international players including China National Offshore Oil Corporation (CNOOC) and China National petroleum Corporation (CNpC).
Meanwhile, AOsC, arguably the powerhouse oil sands business of Canada, could be a driver of M&A in its own right. Reports published several months after the Canadian government approved the AOsC-petroChina transaction suggested the company could put its cash toward acquisitions in its core areas of operation, namely Alberta’s Cold lake and saleski regions, or could eventually become a target itself for oil majors operating in these areas, including Royal dutch shell, Husky Energy, Conocophillips, Canadian Natural Resources, Encana and Imperial Oil.
In spite of major obstacles and uncertainties, and an array of unique regulatory risks (such as anticipated greenhouse gas regulations and local environmental damages, as well as fluctuations in supply, demand and oil prices), both domestic and foreign investors appear ready and willing to step in to finance the development of Canadian oil sands, and boosting the broader Canadian M&A market as a result.
Amazon.com: trendy acquisitionsThe past six months have certainly been busy for Amazon.com who recently acquired several online companies. In the past half year alone, Amazon spent an estimated us$1.00bn on new acquisitions.
In jun-10, Amazon acquired woot.com, the us-based online retailer/blog/social community, which had been the pioneer of the ‘deal of the day’ business model, for an estimated consideration of us$110m. In sep-10, they purchased amiestreet.com, the us-based online indie music store and social network service, for an undisclosed deal value. Come October, Amazon purchased buyvip.com, the spain-based closed online shopping community that allows its members to purchase top brand fashion and lifestyle products at discounted prices. The price tag on buyvip.com, which is a popular private sales club in Europe, was €60m. In November, Amazon paid us$545m to acquire the parent company of soap.com, beautybar.com, and diapers.com, Amazon’s competitor in the baby care products area. finally, in early december, Amazon announced a us$175m investment in livingsocial.com, the us-based website of city-specific discounts and sales around the world, another ‘deal of the day’ website.
Amazon’s M&A strategy seems to be changing with the shifts in online trends. for example, last year, Amazon’s largest acquisition was the purchase of zappos.com for us$1.10bn. At the time, Zappos was a clear competitor to Amazon, much like the purchase of diapers.com this year. However, this year’s acquisitions are not only about consolidating market positions,
but are also about keeping up with what is popular online.
Amazon is looking to diversify its portfolio of asset; the growing number of online retailers that also double as social communities/networks and the popularity of the ‘deal of the day’ websites make these types of online companies appealing targets for Amazon.
NORTH AMERICA
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Target: bucyrus International Announced: 15-Nov-10
Bidder: Caterpillar deal value: us$8.61bn
Seller: - deal nature: Recommended, Acquisition, domestic, public
STRUCTURE• bucyrus International (buCy), a delaware corporation,
has signed a definitive agreement to be acquired by Caterpillar (CAT), a delaware corporation. The boards of directors of both companies have approved the merger.
• bucyrus International, a us-based company headquartered in south Milwaukee, wI, is a designer and manufacturer of safe and mining equipment for the extraction of coal, copper, oil sands, iron ore and other minerals in mining centers throughout the world.
• Caterpillar, a us-based company headquartered in peoria, Il, provides construction and mining equipment, diesel and natural gas engines, and industrial gas turbines.
TERMS• us$92.00 per buCy share.
• The offer provides a premium of 32.1% based on buCy’s closing share price on 12-Nov-10 of us$69.62.
• The implied equity value of the transaction is approx. us$7.45bn.
• If a superior offer were to emerge for buCy, the company would be required to give CAT at least three business days to make adjustments to its current offer before buCy’s board of directors could effect a change of recommendation of the deal.
RATIOnAlE• The acquisition is based on Caterpillar’s key strategic
imperative to expand its leadership in the mining equipment industry, and positions Caterpillar to capitalize on the robust long-term outlook for commodities driven by the trend of rapid growth in emerging markets which are improving infrastructure, rapidly developing urban areas and industrializing their economies. Caterpillar’s estimate of more than us$400m in annual synergies, beginning in 2015, derived from the combined financial strength and complementary product offerings of the combined mining equipment businesses.
COndITIOnS • HsR (usA)
• ACCC (Australia)
• fIRb (Australia)
• CA (Canada)
• MOfCOM (China)
• Competition Commission (India)
• Competition Commission (south Africa)
• fCO (germany) (if not referred to the European Commission)
• EC (Europe) (if referred from a European union member state)
• buCy EgM (majority affirmative vote required to approve)
EXPECTEd ClOSE• The transaction is expected to close in mid-2011.
POST dEAl dETAIl• Caterpillar intends to locate its mining business
headquarters in south Milwaukee, wisconsin, where bucyrus headquarters is currently located, and maintain the bucyrus brand for the principal bucyrus legacy products.
dEAl Of THE MONTH
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Monthly M&A Insider
Advisors
Target/Seller Bidder
Financial goldman sachsdeutsche bankubs Investment bank
Financial jpMorgan
legal sullivan & CromwellArnold & porter
legal simpson Thacher & barlettMallesons stephen jaquesHowreyMayer brown
dEAl Of THE MONTH
mergermarket/dealReporter Intelligence
18-nov-10 komatsu dismisses interest in bucyrus, joy global.
16-nov-10 bucyrus/Caterpillar closing estimate factors in antitrust risk, sources say.
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TOP 15 nORTh AMERICAn AnnOUnCEd dEAlS FOR YTd 30-nOv-10 Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia
1-day beforedeal value
(US$m)Revenue EBITdA P/E
18-Aug-10 l potash Corporation of saskatchewan Inc
Industrials & Chemicals
bHp billiton ltd 10.5 27.9 40 [loss] 41,908
22-Apr-10 C Qwest Communications International Inc
TMT Centurylink 1.8 5.2 15.9 15.0% 22,153
4-Oct-10 p genzyme Corporation pharma, Medical & biotech
sanofi-Aventis sA 4.0 18.6 44.8 [loss] 17,864
8-Mar-10 C American life Insurance Company
financial services
Metlife American International group
n/a n/a - 15,544
25-feb-10 C Coca-Cola Enterprises Inc (North American operations)
Consumer The Coca-Cola Company
Coca-Cola Enterprises
- 12,280
21-feb-10 C smith International Inc Energy, Mining & utilities
schlumberger limited
1.5 12.7 67.4 18.1% 12,198
19-jan-10 C The williams Companies Inc (certain gas pipeline and domestic midstream businesses)
Energy, Mining & utilities
williams partners The williams Companies
- 11,750
7-sep-10 C Enterprise gp Holdings lp
Energy, Mining & utilities
Enterprise products partners lp
0.4 3.3 39.0 15.6% 9,121
11-feb-10 p Allegheny Energy Inc Energy, Mining & utilities
firstEnergy Corp 2.6 7.5 12.0 31.6% 8,960
15-Nov-10 p bucyrus International Inc Industrials & Chemicals
Caterpillar Inc 3.2 16.0 22.3 32.1% 8,609
9-Mar-10 p Merial limited; and Intervet/schering-plough Animal Health
pharma, Medical & biotech
Merial-Intervet Merck & Co; and sanofi-Aventis sA
- 8,250
28-Apr-10 C E.ON us llC Energy, Mining & utilities
ppl Corporation E.ON Ag - 7,625
11-Mar-10 C devon Energy Corporation (Assets in the deepwater gulf of Mexico, brazil and Azerbaijan)
Energy, Mining & utilities
bp plc devon Energy Corporation
- 7,000
11-feb-10 p Airgas Inc Industrials & Chemicals
Air products & Chemicals
1.8 10.8 27.1 3.6% 6,999
18-Oct-10 p NsTAR Energy, Mining & utilities
Northeast utilities 2.3 6.5 17.0 1.9% 6,948
C = Completed; p = pending; l = lapsed source: mergermarket
TOp dEAls & ExpECTEd dEAls
TOP 5 nORTh AMERICAn AnnOUnCEd dEAlS OF ThE MOnTh (nOv-10) Announced Status Target company Sector Bidder company Seller company Exit multiples (x) Bid premia
1-day before
deal value(US$m)Revenue EBITdA P/E
15-Nov-10 p bucyrus International Inc
Industrials & Chemicals
Caterpillar Inc 3.2 16.0 22.3 32.1% 8,609
25-Nov-10 p del Monte foods Company
Consumer del Monte Consortium
1.4 8.5 15.8 5.6% 5,180
9-Nov-10 p Atlas Energy Inc Energy, Mining & utilities
Chevron Corporation 2.8 17.2 36.6% 4,505
30-Nov-10 p baldor Electric Company
Industrials & Chemicals
Abb ltd 2.7 16.1 49.6 40.8% 4,079
15-Nov-10 p Mediacom Communications Corp
TMT Rocco b. Commisso 2.6 7.2 0.9 27.6% 3,839
C = Completed; p = pending; l = lapsed source: mergermarket
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Monthly M&A Insider
Situation Target company Sector Potential bidder company
Financial advisor to bidder (B); target (T); seller (S)
Seller company
Market cap/ est. value (US$m)
Comments
Expected deal Novell TMT Elliott Associates
(T)jpMorgan 2,084 Elliott Associates (together with funds under common management), a significant institutional stockholder of Novell, offered to purchase the entire company for us$5.75 per share in cash, which implies an enterprise value net of cash of us$1.00bn. The firm sent a letter to the board of directors of the Company explaining its offer.
Expected deal dollar Thrifty Automotive group
Industrials & Chemicals
Avis budget group,
(b)Citigroup 1,281 Avis budget group would like to make a substantially higher offer to acquire dollar Thrifty. dollar Thrifty had recently signed a definitive agreement to be acquired by Hertz for approximately us$41.00 per share.
Expected deal Mediacom Communications Corporation
TMT Media's founder, Chairman and CEO, Rocco b. Commisso
(b) bank of American Merrill lynch, (b) jp Morgan securities, (T)barclays Capital
475 Mediacom Communications Corporation's board of directors received a non-binding proposal from Mediacom’s founder, Chairman and Chief Executive Officer, Rocco b. Commisso, for a going private transaction. The proposal contemplates the acquisition of all of the Class A and Class b shares of Mediacom common stock not already beneficially owned by Mr. Commisso at a price of us$6.00 per share in cash.
Expected deal California pizza kitchen
leisure undisclosed bidder
(b)Moelis & Company
439 California pizza kitchen, (CpkI) announced that its board of directors has authorized management to consider a wide range of financial and strategic alternatives to enhance shareholder value. The Company has engaged Moelis & Company, a global investment bank, to be its exclusive financial advisor in this review. California pizza kitchen , a us-based company headquartered in lA, CA, is a casual dining restaurant chain with a particular focus on the pizza segment.
Expected deal galleon Energy Energy, Mining & utilities
undisclosed bidder
(T)Cormark securities, gMp securities, Macquarie Capital Markets Canada
410 galleon Energy’s financial advisors are already talking with potential buyers. galleon announced it had retained gMp securities, Cormark and Macquarie Capital to review strategic alternatives, which will lude a number of options, luding an outright sale or disposal of a material portion of its assets.
Expected deal playboy Enterprise Media The Hefner family
187 playboy Enterprises (pEI) announced that its board of directors has formed a special committee consisting of sol Rosenthal and shing Tao to evaluate and determine the company's response to the proposal made by Hugh M. Hefner (‘Hefner’) on 9-jul-10 to acquire all of the outstanding shares of Class A and Class b common stock of pEI not currently owned by Hefner for us$5.50 per share in cash.
Expected deals are based on confirmed announcements by companies involved.
PIPElInE OF nORTh AMERICAn EXPECTEd dEAlS
TOp dEAls & ExpECTEd dEAls
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Monthly M&A Insider
lEAguE TAblEs
vAluEYTd
30-nov-10house value
(US$m)deal count
1 goldman sachs 254,676 179
2 Morgan stanley 218,715 147
3 Credit suisse 184,709 118
4 barclays Capital 183,286 98
5 jpMorgan 177,292 106
6 bank of America Merrill lynch 141,550 123
7 deutsche bank 136,634 86
8 ubs Investment bank 108,656 97
9 Citigroup 102,779 71
10 lazard 94,257 92
11 perella weinberg partners 56,427 20
12 Evercore partners 47,120 25
13 RbC Capital Markets 42,913 88
14 jefferies & Company 35,979 79
15 Tudor, pickering, Holt & Co 32,587 25
16 blackstone group Holdings 32,435 20
17 Rothschild 29,218 62
18 HsbC bank 27,824 17
19 bNp paribas 22,859 11
20 greenhill & Co 22,183 22source: mergermarket
vOluME
The financial adviser league tables by value and volume have been run from 1-jan-10 to 30-Nov-10 and exclude lapsed and withdrawn deals. The tables cover all sectors andare based on the geography of either the target, bidder or seller being us or Canadian.
YTd 30-nov-10
house value (US$m)
deal count
1 goldman sachs 254,676 179
2 Morgan stanley 218,715 147
3 bank of America Merrill lynch 141,550 123
4 Credit suisse 184,709 118
5 jpMorgan 177,292 106
6 barclays Capital 183,286 98
7 ubs Investment bank 108,656 97
8 lazard 94,257 92
9 RbC Capital Markets 42,913 88
10 deutsche bank 136,634 86
11 jefferies & Company 35,979 79
12 Citigroup 102,779 71
13 Houlihan lokey 11,469 69
14 Rothschild 29,218 62
15 Td securities 19,334 46
16 Macquarie group 12,017 42
17 CIbC world Markets 20,532 38
18 lincoln International 5,155 37
19 kpMg 3,632 37
20 deloitte 2,510 37source: mergermarket
TOP 20 FInAnCIAl AdvISORS – nORTh AMERICA
vAluEYTd
30-nov-10house value
(US$m)deal count
1 skadden Arps slate Meagher & flom 210,237 142
2 simpson Thacher & bartlett 200,378 115
3 latham & watkins 161,256 170
4 sullivan & Cromwell 157,674 117
5 Cleary gottlieb steen & Hamilton 156,840 68
6 weil gotshal & Manges 122,941 105
7 blake, Cassels & graydon 117,039 85
8 wachtell, lipton, Rosen & katz 114,369 54
9 freshfields bruckhaus deringer 98,598 58
10 slaughter and May 98,572 23
11 davis polk & wardwell 96,454 63
12 dewey & leboeuf 94,565 82
13 debevoise & plimpton 93,950 47
14 Cravath swaine & Moore 92,020 44
15 jones day 88,124 178
16 stikeman Elliott 82,412 87
17 fried frank Harris shriver & jacobson 78,313 43
18 shearman & sterling 76,297 74
19 gibson dunn & Crutcher 73,095 93
20 Mayer brown 69,825 65source: mergermarket
vOluME
The legal adviser league tables by value and volume have been run from 1-jan-10 to 30-Nov-10 and exclude lapsed and withdrawn deals. The tables cover all sectors and are based on the geography of either the target, bidder or seller being us or Canadian.
YTd 30-nov-10
house value (US$m)
deal count
1 jones day 88,124 178
2 latham & watkins 161,256 170
3 kirkland & Ellis 46,497 169
4 skadden Arps slate Meagher & flom 210,237 142
5 dlA piper 8,158 123
6 sullivan & Cromwell 157,674 117
7 simpson Thacher & bartlett 200,378 115
8 weil gotshal & Manges 122,941 105
9 gibson dunn & Crutcher 73,095 93
10 stikeman Elliott 82,412 87
11 blake, Cassels & graydon 117,039 85
12 dewey & leboeuf 94,565 82
13 k&l gates 16,463 78
14 Morgan lewis & bockius 13,245 78
15 wilson sonsini goodrich & Rosati 19,412 75
16 shearman & sterling 76,297 74
17 baker & Mckenzie 21,561 70
18 Hogan lovells 16,157 69
19 Cleary gottlieb steen & Hamilton 156,840 68
20 Mayer brown 69,825 65source: mergermarket
TOP 20 lEgAl AdvISORS – nORTh AMERICA
20
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Monthly M&A Insider
lEAguE TAblEs
vAluE vOluME
The private equity buyout activity tables by value and volume are based on private equity firms advising the bidder on buyout deals where the dominant geography of the target company is us or Canadian. The tables by value and volume have been run from 1-jan-10 to 30-Nov-10 and exclude lapsed and withdrawn deals.
TOP 5 PRIvATE EqUITY FIRMS BY nORTh AMERICAn BUYOUTS
vAluE
YTd 30-nov-10
house value (US$m)
deal count
1 The Carlyle group 7,772 8
2 welsh, Carson, Anderson & stowe 7,291 5
3 Riverstone Holdings 5,745 3
4 kohlberg kravis Roberts & Co 4,700 1
5 Thomas H lee partners 4,500 2source: mergermarket
vOluME
The private equity exit activity tables by value and volume are based on private equity firms advising the vendor on exit deals where the dominant geography of the target company is us or Canadian. The tables by value and volume have been run from 1-jan-10 to 30-Nov-10 and exclude lapsed and withdrawn deals.
YTd 30-nov-10
house value (US$m)
deal count
1 Intel Capital 180 9
2 The Carlyle group 7,772 8
3 Highland Capital partners 471 7
4 Investor growth Capital 416 6
5 Mayfield fund 294 6source: mergermarket
TOP 5 PRIvATE EqUITY FIRMS BY nORTh AMERICAn EXITS
YTd 30-nov-10
house value (US$m)
deal count
1 The Carlyle group 15,463 24
2 Tpg Capital 13,362 19
3 kohlberg kravis Roberts & Co 10,768 12
4 blackstone group Holdings 7,013 9
5 bain Capital 6,892 9source: mergermarket
YTd 30-nov-10
house value (US$m)
deal count
1 The Carlyle group 15,463 24
2 Tpg Capital 13,362 19
3 warburg pincus 5,625 14
4 sun Capital partners 436 13
5 kohlberg kravis Roberts & Co 10,768 12source: mergermarket
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TRENd gRApHs
nORTh AMERICAn M&A qUARTERlY TREnd
0
100,000
200,000
300,000
400,000
500,000
600,000
Q410*
Q3 10
Q 10
Q110
Q409
Q309
Q209
Q109
Q408
Q308
Q208
Q108
Q407
Q307
Q207
Q107
Q406
Q306
Q206
Q106
Q405
Q305
Q205
Q105
Q404
Q304
Q204
Q104
Valu
e (U
S$m
)
0
200
400
600
800
1,000
1,200
1,400
Q410*
Q310
Q210
Q110
Q409
Q309
Q209
Q109
Q408
Q308
Q208
Q108
Q407
Q307
Q207
Q107
Q 06
Q306
Q206
Q106
Q405
Q305
Q205
Q105
Q404
Q304
Q204
Q104
Num
ber
of d
eals
nORTh AMERICAn M&A qUARTERlY MId-MARkET TREnd
vAluE vOluME
0
5,000
10,000
15,000
20,000
25,000
30,000
35,000
40,000
Q410*
Q310
Q210
Q110
Q409
Q309
Q209
Q109
Q408
Q308
Q208
Q108
Q407
Q307
Q207
Q107
Q406
Q306
Q206
Q106
Q405
Q305
Q205
Q105
Q404
Q304
Q204
Q104
Valu
e (U
S$m
)
0
100
200
300
400
500
600
Q4 10*
Q310
Q210
Q110
Q409
Q309
Q209
Q109
Q408
Q308
Q208
Q108
Q407
Q307
Q207
Q107
Q406
Q306
Q206
Q106
Q405
Q305
Q205
Q105
Q404
Q304
Q204
Q104
Num
ber
of d
eals
Moving average trend line
vAluE vOluME
22
NORTH
AMERICA
Monthly M&A Insider
TRENd gRApHs
nORTh AMERICAn M&A SECTOR BREAkdOwn YTd 2010
vAluE vOluME
9.3%
6.7%
8.9%
8.8%
14.0%
30.6%
2.1%
1.6%
1.6% 0.8%
14.8%
0.1%
0.8%
Industrials & Chemicals
Financial Services
Business Services
Consumer
Energy, Mining & Utilities
TMT
Leisure
Transportation
Pharma, Medical & Biotech
Construction
Agriculture
Real Estate
Defence
12.7%
19.2%
14.5%
11.3%
13.9%
10.2%
0.4%0.8%1.1%
3.0%3.1%
8.3%
1.4%
TMT
Industrials & Chemicals
Business Services
Energy, Mining & Utilities
Financial Services
Pharma, Medical & Biotech
Consumer
Leisure
Construction
Transportation
Real Estate
Defence
Agriculture
nORTh AMERICAn M&A qUARTERlY PRIvATE EqUITY TREnd
0
25,000
50,000
75,000
100,000
125,000
150,000
175,000
200,000
225,000
Q4 10*
Q310
Q210
Q110
Q409
Q309
Q209
Q109
Q408
Q308
Q208
Q108
Q407
Q307
Q207
Q107
Q406
Q306
Q206
Q106
Q405
Q305
Q205
Q105
Q404
Q304
Q204
Q104
Valu
e (U
S$m
)
North American buyouts
North American exits
0
25
50
75
100
125
150
175
200
225
250
275
300
Q410*
Q3 10
Q210
Q110
Q409
Q309
Q209
Q109
Q408
Q308
Q208
Q108
Q407
Q307
Q207
Q107
Q406
Q306
Q206
Q106
Q405
Q305
Q205
Q105
Q404
Q304
Q204
Q104
Num
ber
of d
eals
North American buyouts
North American exits
vAluE vOluME
23
NORTH
AMERICA
Monthly M&A Insider
TRENd gRApHs
nORTh AMERICAn M&A dEAl SIzE BREAkdOwn
vAluE vOluME
0
100
200
300
400
500
600
700
800
900
1,000
H210
H110
H209
H109
H208
H108
H207
H107
H206
H106
H205
H105
H204
H104
> US$501m
US$251m-US$500m
US$101m-US$250m
US$15m-US$100m
US$5m-US$14.9m
Valu
e (U
S$bn
)
0
500
1,000
1,500
2,000
2,500
3,000
H210
H110
H209
H109
H208
H108
H207
H107
H206
H106
H205
H105
H204
H104
Num
ber
of d
eals
> US$501m
US$251m-US$500m
US$101m-US$250m
US$15m-US$100m
US$5m-US$14.9m
Value not disclosed
ASIA-PAcIfIc
A mergermArket m&A report on
Monthly M&A Insider 25
ASIA-pAcIfIc
the chinese market is expected to grow by 24.0% to 17m in 2010 and India may produce over 3m vehicles in this calendar year, a growth over 22.0% when compared to 2009. In India, Japanese carmaker toyota motor corp announced that it expected sales in India to almost double in 2011 as it launches a new model.
Being the backbone of the global automotive industry, especially in the lower-end products, chinese and Indian car manufacturers will inevitably start looking for inorganic growth through acquisitions. out of the 58 deals totalling US$6.40bn in the vehicle manufacturing sector announced this year, 17 deals amounting to US$5.20bn were from Asian bidders. this represents a 29.0% in volume and a significant 81.0% in value. out of the Asian deals, 11 deals valuing US$3.30bn are from chinese or Indian bidders, representing 65.0% in volume and 63.0% value.
notably, in mar-10, geely, the chinese auto-manufacturer, acquired Volvo for US$1.80bn. In november, mahindra & mahindra, the Indian carmaker, acquired a 70.00% stake in their troubled korean counterpart, Ssangyong motor, for US$749m.
As demand for automobiles is surging in both domestic markets and exports in china and India, one would expect to see more transactions in the automotive industry in the coming year, as cash affluent companies put their capital to good use.
China and Japan: different characteristics in outbound dealsIn the year that m&A activity showed signs of recovery, there is little doubt that Asian countries have played a pivotal role. the outstanding trend of 2010 was that of Asian countries increasingly becoming bidders, rather than targets. According to data collected by mergermarket in the year-to-date, china and Japan showed a strong appetite for ‘going abroad’.
While both countries saw more outbound than inbound transactions, the data shows a different trend in each country. the main focus of china this year continued to be the energy sector, with among the top 10 outbound deals, seven of them being in the niche. of those, six of were bought by a government agency or their affiliates. When it comes to outbound transactions, the chinese government seems to have taken the initiative in driving the national energy interests.
Japan had more focus on the consumers and Business Services sectors, with the biggest target geography being the US, as firms possibly sought pastures new in an attempt to make up for a shrinking domestic market. out of the 133 outbound deals, US companies accounted for 26.3% of targets, compared to 17.0% in china and 15.2% for korea. According to United nations estimation, the Japanese population has already reached its peak and is expected to decline by as much as 20.0% by 2050. As companies cannot hope for much growth in the domestic demand, there is an urgent need to expand to overseas markets.
VehICle MAnufACturIng In AsIA
In ASIA, mAnUfActUred VehIcleS mAy not Be on A pAr WIth eUropeAn cArS In termS of dUrABIlIty or poWer, BUt they’Ve SUrely tAken the leAd In termS of qUAntIty. foUr oUt of the top SeVen motor VehIcle prodUcIng coUntrIeS In 2009 Are from ASIA: chInA comeS fIrSt, JApAn Second, SoUth koreA plAced fIfth And IndIA At SeVenth. In 2010, WIth conSUmer And IndUStrIAl demAnd IncreASIng rApIdly, It IS expected thAt there WIll Be A fUrther BooSt to the prodUctIon And SAle of ASIAn AUtomoBIleS.
ASIA-PAcIfIc
Monthly M&A Insider 26
xxtarget: AxA Asia pacific holdings limited Announced: 15-nov-10
Bidder: Amp limited Deal value: US$13.09bn
seller: AxA SA Deal nature: recommended
Amp limited has made an offer to acquire AxA Asia pacific holdings limited (AxA Aph). the transaction will be conducted via a scheme of arrangement. Upon its completion, Amp limited will take over AxA Aph’s Australian & new Zealand businesses; whilst AxA SA, which holds 54.00% of AxA Aph, will take over the Asian businesses.
Amp limited, the listed Australian company headquartered in Sydney, is an insurance and wealth management group. AxA Asia pacific holdings limited, the listed Australia-based company headquartered in melbourne, is an insurance and fund management group, and a subsidiary of AxA SA, the listed french financial services group, headquartered in paris.
terMs• AUd6.43 (US$6.33) per AxA Aph share in a combined
cash/equity offer; With AUd2.55 per share in cash; and 0.73 Amp shares per AxA Aph share, set at AUd3.88 per AxA Aph share;
• the downside risk of Amp share price, which is the basis for the equity payment portion, is guaranteed by AxA SA;
• the offer price provides a 11.2% premium over AxA Aph closing share price of AUd5.78 (US$5.7) on 12-nov-10, the last trading day prior to the offer;
• Based on 2,067m AxA Aph shares outstanding, the offer implies the total equity value of AUd13.29bn (US$13.09bn);
• AxA Aph Australian & nZ businesses’ equity is valued at AUd 3.46bn;
• Amp is to take over these businesses on a debt-free basis by paying AUd455m in cash and issuing 952m shares, total consideration being AUd4.15bn;
• AxA Aph Asian businesses’ equity is valued at AUd9.83bn;
• AxA SA is to take over these businesses by paying a net of AUd1.97bn to Amp upon completion of the offer.
fInAnCIng• Amp is to issue AUd600m worth of subordinated debt
instrument, to be underwritten by AxA SA, to finance the cash portion of the deal;
• AxA SA will receive circa AUd7.17bn from Amp’s offer to all AxA Aph shareholders; and AUd696m as a payment for AxA’s inter-company loan to AxA Aph Australian & nZ businesses;
• these proceeds will be used to partly finance the acquisition of AxA Aph Asian businesses.
rAtIOnAle• By acquiring AxA Aph Australian & nZ businesses, Amp
will be the leading wealth management company in these markets, which means they will be the largest in the market for risk insurance, retail superannuation and retirement income in Australia; and number one in the corporate superannuation market in new Zealand.
• AxA’s acquisition of AxA Aph Asian businesses is in line with the strategy to cement its position in the high-growth Asian markets.
eXPeCteD COMPletIOn • Scheme meeting for shareholders’ vote will take place in
late march 2011.
• completion would be shortly after such vote.
deAl of the month
27
ASIA-PAcIfIc
Monthly M&A Insider
deAl of the month
mergermarket/dealreporter Intelligence
15-nov-10 AxA Aph likely to respond this week, bidders confident of approval.
Advisers
target/seller Bidder
financial macquarie group; Advising seller: deutsche Bank financial greenhill & co; UBS Investment Bank
legal mallesons Stephen Jaques; Advising seller: freehills legal clayton Utz
Pr hinton & Associates Pr -
exit multiples – Y/e 31-Dec-09 Premium analysis
Multiples Value (AuDm) Offer price per share (AuD) 6.43
revenue n/a n/a 1 day before 11.3%
eBItDA n/a n/a 1 month before 24.6%
eBIt n/a n/a 1 day after 2.9%
earnings 18.5x 680 Pre-rumour n/a
COnDItIOns• Approvals from the Australian competition and consumer
commission and new Zealand commerce commission, which have been attained.
• Approval from the overseas Investment office in new Zealand.
• Approval from AxA Aph shareholders at the scheme meeting (min 75.00% votes required).
• Approval of federal treasurer.
• court approval for the scheme.
• regulatory approvals in Asia for Asian businesses
Background• AxA SA, alongside national Australia Bank, made the similar
offer for AxA Aph back in march 2010. the deal lapsed due to failure to attain necessary regulatory approvals.
28Monthly M&A Insider
ASIA-PAcIfIc
tOP 15 AsIA-PACIfIC AnnOunCeD DeAls fOr YtD 30-nOV-10Announced status target company sector Bidder company seller company exit multiples (x) Bid premia
1-day beforeDeal value
(us$m)revenue eBItDA P/e
1-mar-10 l American International Assurance company limited
financial Services
prudential plc American International group Inc
n/a n/a 20.2 - 35,500
15-nov-10 p AxA Asia pacific holdings limited
financial Services
Amp limited AxA SA n/a n/a 20.3 11.2% 13,094
24-Aug-10 p the Sumitomo trust & Banking co ltd
financial Services
chuo mitsui trust holdings Inc
n/a n/a 17.1 -0.7% 9,267
16-Aug-10 p cairn India limited (60.00% stake)
energy, mining & Utilities
Vedanta resources plc
33.0 64.3 61.7 - 9,177
30-mar-10 l AxA Asia pacific holdings (Asian businesses)
financial Services
AxA SA AxA Asia pacific holdings limited
n/a n/a 24.7 - 8,645
4-may-10 c lihir gold limited energy, mining & Utilities
newcrest mining limited
8.5 19.9 54.2 9.5% 8,286
25-oct-10 p ASx ltd financial Services
Singapore Stock exchange
10.0 15.9 25.1 36.9% 7,246
10-mar-10 c Shanghai pudong development Bank (20.00% stake)
financial Services
china mobile group guangdong co ltd
n/a n/a 11.1 -13.1% 5,781
30-mar-10 l AxA Asia pacific holdings limited
financial Services
national Australia Bank limited
n/a n/a 21.8 1.3% 5,635
15-oct-10 p plUS expressways Berhad (35.34% stake)
transport consortium for plUS expressways Berhad
10.5 12.9 21.3 3.7% 5,035
29-Jul-10 c Sanyo electric co ltd (49.95% stake)
Industrials & chemicals
panasonic corporation
0.7 11.1 (loss) -7.4% 4,882
29-nov-10 p Shuanghui group (meat processing and packaging assets)
consumer henan Shuanghui Investment and development co ltd
Shuanghui group; and rotary Vortex limited
- 4,836
29-Jul-10 c panasonic electric Works ltd (49.00% stake)
Industrials & chemicals
panasonic corporation
0.6 9.9 103.2 -1.2% 4,698
1-Sep-10 p Shenzhen development Bank co ltd (31.97% stake)
financial Services
ping An Insurance (group) company of china ltd
n/a n/a 11.0 - 4,269
30-Sep-10 p AIg Star life Insurance co ltd; and AIg edison life Insurance company
financial Services
prudential financial Inc
American International group Inc
n/a n/a - 4,200
c = completed; p = pending; l = lapsed Source: mergermarket
top deAlS & expected deAlS
tOP 5 AsIA-PACIfIC AnnOunCeD DeAls Of the MOnth (nOV-10)Announced status target company sector Bidder company seller company exit multiples (x) Bid premia
1-day beforeDeal value
(us$m)revenue eBItDA P/e
15-nov-10 p AxA Asia pacific holdings limited
financial Services
Amp limited AxA SA n/a n/a 20.3 11.2% 13,094
29-nov-10 p Shuanghui group (meat processing and packaging assets)
consumer henan Shuanghui Investment and development co ltd
Shuanghui group; and rotary Vortex limited
- 4,836
25-nov-10 p korea exchange Bank (51.02% stake)
financial Services
hana financial group Inc lone Star funds
n/a n/a 10.3 13.2% 4,051
4-nov-10 p Shanghai Bailian group co ltd
consumer Shanghai friendship group Inc
1.7 15.3 40.1 5.3% 2,528
29-nov-10 p henan Shuanghui Investment and development co ltd
consumer rise grand group limited
1.1 38.2 10.9% 2,471
c = completed; p = pending; l = lapsed Source: mergermarket
29
ASIA-PAcIfIc
Monthly M&A Insider
PIPelIne Of AsIA-PACIfIC eXPeCteD DeAlssituation target company sector Potential bidder
companyfinancial adviser to bidder (B); target (t); seller (s)
seller company
Market cap/ est. value (us$m)
Comments
expected deal
leighton holdings limited
construction Actividades des construcción y Servicios
10,188 Spanish company Actividades des construcción y Servicios (AcS) announced a public takeover offer for hochtief in Sep-10. hochtief holds 54.50% of leighton, therefore it may trigger a mandantory offer if AcS launch a waterfall bid for leighton. however, AcS made a statement indicating they have no intention of making a bid and had applied for downstream exemption.
expected deal
transurban group
construction canada pension plan Investment Board (cppIB); and ontario teachers’ pension plan (otpp)
lazard (t); UBS Investment Bank (t); goldman Sachs (B); Jpmorgan (B)
6,500 transurban group in november received a conditional and non-binding joint takeover proposal from cppIB and otpp. the Board then evaluated the proposal and rejected it on the original terms. the future fund Board of guardians has subsequently considered supporting the proposal by cppIB and otpp. transurban continues to insist a bona fide proposal is needed before talks can proceed. In may-10, cppIB and otpp has raised its offer from AUd5.25 per transurban share to AUd5.57 per share. however, the revised takeover proposal was again rejected by transurban as transurban considered that their offer was still too low.
expected deal
riversdale mining limited
energy, mining & Utilities
rio tinto limited UBS Investment Bank (t)
3,226 riversdale mining limited has had discussions with rio tinto concerning a possible transaction at the corporate level for indicative consideration of AUd15.00 per riversdale share.
expected deal
Whitehaven coal limited
energy, mining & Utilities
2,592 In Aug-10, Whitehaven was rumored to have received interest from overseas buyers. the company later stated that they have had, and continues to have, discussions with third parties in relation to potential corporate transactions.
expected deal
perpetual limited
financial Services
kohlberg kravis roberts & co
nomura holdings (B)
1,737 kohlberg kravis roberts & co has submitted a non-binding proposal to acquire all of perpetual's shares on 18-oct-10.
expected deal
laiwu Steel co ltd
Industrials & chemicals
Jinan Iron & Steel company
1,260 Jinan Steel and laiwu Steel announced the proposal for a merger via equity swap on 24-feb-10. Both companies suspended their stock trading since 9-Sep-10, as Shandong Iron and Steel group is planning significant assets restructuring, and will resume stock trading after the proposal is finalised.
expected deal
kyorin holdings Inc
pharma, medical & Biotech
Sawai pharmaceutical co ltd
1,221 Sawai pharmaceutical has approached kyorin regarding a strategic business integration.
expected deal
qSr Brands Bhd
leisure the carlyle group llc
649 the Board of directors of kulim wishes to announce that it received a non-binding offer for the acquisition of its entire equity interest in qSr from carlyle Asia Investment Advisors limited, on behalf of its affiliated investment funds that is managed by the carlyle group.
expected deal
handsome Inc consumer Sk networks company ltd
357 Sk networks, the listed South korean wholesaler, has confirmed that it is in talks to buy handsome, the listed South korean apparel maker, in Aug-10.
top deAlS & expected deAlS
30
ASIA-PAcIfIc
Monthly M&A Insider
top deAlS & expected deAlS
PIPelIne Of AsIA-PACIfIC eXPeCteD DeAlssituation target company sector Potential bidder
companyfinancial adviser to bidder (B); target (t); seller (s)
seller company
Market cap/ est. value (us$m)
Comments
expected deal
financial one corp
financial Services
consortium for financial one corp
258 Andre koo, who holds close to 30.00% of the taiwan-based, Singapore-listed financial services company, along with the second and third largest shareholders – koo’s father, Jeffrey koo, who holds a 14.00% stake, and the lo family, with their 21.19% stake – are expected to make an offer for the remaining stake in financial one that they do not already own.
expected deal
redflex holdings limited
tmt macquarie group limited
greenhill & co (t) 206 redflex holdings limited received an indicative, non-binding and confidential proposal to acquire all of the issued capital of redflex by scheme of arrangement from a wholly owned subsidiary of macquarie group limited at a price of AUd2.50 per share.
expected deal
Boom logistics
transport Archer capital and mcAleese group
morgan Stanley (B); lazard (t)
200 Boom logistics, the Australian-listed crane hire business, has received a takeover offer from Archer capital and mcAleese group. Boom logistics has received two conditional proposals from Archer in April. the company rejected the first bid outright due to its conditionality. Boom logistics has not yet formalised its response to the second offer of AUd0.52 per Boom logistics share.
expected deals are based on confirmed announcements by companies involved.
31
ASIA-PAcIfIc
Monthly M&A Insider
leAgUe tABleS
VAlUeYtD
30-nov-10house Value
(us$m)Deal count
1 morgan Stanley 65,772 46
2 UBS Investment Bank 54,912 45
3 credit Suisse 52,864 43
4 goldman Sachs 49,702 53
5 deutsche Bank 48,425 38
6 rothschild 46,213 44
7 Bank of America merrill lynch 41,993 48
8 Standard chartered 38,974 26
9 macquarie group 37,291 20
10 Jpmorgan 35,994 32
11 Barclays capital 30,457 17
12 hSBc Bank 26,322 20
13 royal Bank of Scotland group 25,560 14
14 Bnp paribas 25,552 15
15 china International capital 24,999 14
16 cImB group 21,835 32
17 citigroup 21,503 21
18 lazard 16,220 14
19 rhB Investment Bank 14,091 10
20 grant Samuel 13,609 10Source: mergermarket
VolUme
the financial adviser league tables by value and volume have been run from 1-Jan-10 to 30-nov-10 and exclude lapsed and withdrawn deals. the tables cover all sectors and are based on the geography of either the target, bidder or seller being Asia-pacifc excluding Japan.
YtD 30-nov-10
house Value (us$m)
Deal count
1 goldman Sachs 49,702 53
2 ernst & young 10,289 50
3 Bank of America merrill lynch 41,993 48
4 morgan Stanley 65,772 46
5 UBS Investment Bank 54,912 45
6 rothschild 46,213 44
7 credit Suisse 52,864 43
8 pwc 8,473 41
9 kpmg 8,215 41
10 deutsche Bank 48,425 38
11 deloitte 9,698 37
12 Jpmorgan 35,994 32
13 cImB group 21,835 32
14 Standard chartered 38,974 26
15 citigroup 21,503 21
16 macquarie group 37,291 20
17 hSBc Bank 26,322 20
18 Barclays capital 30,457 17
19 Bnp paribas 25,552 15
20 royal Bank of Scotland group 25,560 14Source: mergermarket
tOP 20 fInAnCIAl ADVIsers – AsIA-PACIfIC eXCl JAPAn
tOP 20 legAl ADVIsers – AsIA-PACIfIC eXCl JAPAnVAlUe
YtD 30-nov-10
house Value (us$m)
Deal count
1 freshfields Bruckhaus deringer 65,948 38
2 herbert Smith/gleiss lutz/Stibbe 63,212 14
3 freehills 58,215 62
4 debevoise & plimpton 55,285 7
5 mallesons Stephen Jaques 55,067 49
6 norton rose 47,279 37
7 Sullivan & cromwell 46,265 11
8 Slaughter and may 43,843 14
9 cleary gottlieb Steen & hamilton 42,035 8
10 Simpson thacher & Bartlett 40,832 14
11 Allen & overy 38,802 29
12 davis polk & Wardwell 38,345 15
13 Weil gotshal & manges 37,744 7
14 cravath Swaine & moore 36,988 2
15 Allens Arthur robinson 35,299 35
16 linklaters 31,301 31
17 Baker & mckenzie 31,178 63
18 AZB & partners 30,940 55
19 Skadden Arps Slate meagher & flom 27,037 29
20 clayton Utz 20,007 33Source: mergermarket
VolUme
the legal adviser league tables by value and volume have been run from 1-Jan-10 to 30-nov-10 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.
YtD 30-nov-10
house Value (us$m)
Deal count
1 Baker & mckenzie 31,178 63
2 freehills 58,215 62
3 AZB & partners 30,940 55
4 dlA piper 15,491 55
5 minter ellison 14,249 51
6 mallesons Stephen Jaques 55,067 49
7 kim & chang 17,430 41
8 freshfields Bruckhaus deringer 65,948 38
9 norton rose 47,279 37
10 Wongpartnership 9,552 37
11 Allens Arthur robinson 35,299 35
12 clayton Utz 20,007 33
13 lee & ko 3,034 33
14 Jones day 4,267 32
15 linklaters 31,301 31
16 Allen & gledhill 16,873 31
17 Blake dawson 14,471 31
18 desai & diwanji 1,417 30
19 Allen & overy 38,802 29
20 Skadden Arps Slate meagher & flom 27,037 29Source: mergermarket
32
ASIA-PAcIfIc
Monthly M&A Insider
leAgUe tABleS
VAlUe
YtD 30-nov-10
house Value (us$m)
Deal count
1 nomura holdings 41,690 60
2 Jpmorgan 21,358 10
3 daiwa Securities group 16,813 26
4 morgan Stanley 13,475 30
5 UBS Investment Bank 13,405 5
6 Bank of America merrill lynch 10,823 8
7 goldman Sachs 9,747 13
8 deutsche Bank 8,057 9
9 citigroup 7,719 8
10 ABeam m&A consulting corp fin 5,539 4
11 Barclays capital 4,996 6
12 mizuho financial group 4,250 34
13 perella Weinberg partners 4,200 1
14 Sumitomo mitsui financial group 3,969 26
15 greenhill & co 3,588 4Source: mergermarket
VolUme
the financial adviser league tables by value and volume have been run from 1-Jan-10 to 30-nov-10 and exclude lapsed and withdrawn deals. the tables cover all sectors and are based on the geography of either the target, bidder or seller being Japan-based.
YtD 30-nov-10
house Value (us$m)
Deal count
1 nomura holdings 41,690 60
2 mizuho financial group 4,250 34
3 morgan Stanley 13,475 30
4 daiwa Securities group 16,813 26
6 Sumitomo mitsui financial group 3,969 26
5 gcA Savvian group 2,133 17
7 pwc 1,185 16
8 goldman Sachs 9,747 13
9 Jpmorgan 21,358 10
10 kpmg 873 10
11 deutsche Bank 8,057 9
12 Bank of America merrill lynch 10,823 8
13 citigroup 7,719 8
14 deloitte 755 8
15 ernst & young 647 7Source: mergermarket
tOP 15 fInAnCIAl ADVIsers – JAPAn
VAlUe
YtD 30-nov-10
house Value (us$m)
Deal count
1 nagashima ohno & tsunematsu 35,347 34
2 mori hamada & matsumoto 29,595 68
3 Shearman & Sterling 22,785 14
4 Sullivan & cromwell 20,333 11
5 nishimura & Asahi 12,426 32
6 davis polk & Wardwell 10,748 10
7 Skadden Arps Slate meagher & flom 9,869 11
8 gibson dunn & crutcher 9,331 4
9 morrison & foerster 7,565 17
10 Anderson mori & tomotsune 7,137 15
11 Simpson thacher & Bartlett 6,591 5
12 latham & Watkins 5,727 7
13 kikkawa law offices 4,774 2
14 linklaters 4,626 9
15 debevoise & plimpton 4,200 1Source: mergermarket
VolUme
the legal adviser league tables by value and volume have been run from 1-Jan-10 to 30-nov-10 and include lapsed and withdrawn deals. the tables cover all sectors and are based on the geography of either the target, bidder or seller being Japan-based.
YtD 30-nov-10
house Value (us$m)
Deal count
1 mori hamada & matsumoto 29,595 68
2 nagashima ohno & tsunematsu 35,347 34
3 nishimura & Asahi 12,426 32
4 morrison & foerster 7,565 17
5 tmI Associates 2,814 17
6 Baker & mckenzie 2,067 17
7 Anderson mori & tomotsune 7,137 15
8 Shearman & Sterling 22,785 14
9 Sullivan & cromwell 20,333 11
10 Skadden Arps Slate meagher & flom 9,869 11
11 davis polk & Wardwell 10,748 10
12 linklaters 4,626 9
13 freshfields Bruckhaus deringer 3,633 9
14 latham & Watkins 5,727 7
15 Jones day 918 6Source: mergermarket
tOP 15 legAl ADVIsers – JAPAn
33
ASIA-PAcIfIc
Monthly M&A Insider
trend grAphS
AsIA-PACIfIC M&A quArterlY trenD
VAlUe VolUme
0
20,000
40,000
60,000
80,000
100,000
120,000
140,000
160,000
Q410*
Q3 10
Q210
Q110
Q409
Q309
Q209
Q109
Q408
Q308
Q208
Q108
Q407
Q307
Q207
Q107
Q406
Q306
Q206
Q106
Q405
Q305
Q205
Q105
Q404
Q304
Q204
Q104
Valu
e (U
S$m
)
0
100
200
300
400
500
600
700
800
Q410*
Q310
Q210
Q110
Q409
Q309
Q209
Q109
Q408
Q308
Q208
Q108
Q407
Q307
Q207
Q107
Q406
Q306
Q206
Q106
Q405
Q305
Q205
Q105
Q404
Q304
Q204
Q104
Num
ber
of d
eals
AsIA-PACIfIC M&A quArterlY MID-MArket trenD
VAlUe VolUme
0
5,000
10,000
15,000
20,000
25,000
30,000
35,000
Q410*
Q310
Q210
Q110
Q409
Q309
Q209
Q109
Q408
Q308
Q208
Q108
Q407
Q307
Q207
Q107
Q406
Q306
Q206
Q106
Q405
Q305
Q205
Q105
Q404
Q304
Q204
Q104
Valu
e (U
S$m
)
0
100
200
300
400
500
Q410*
Q310
Q210
Q110
Q409
Q309
Q209
Q109
Q408
Q308
Q208
Q108
Q407
Q307
Q207
Q107
Q406
Q306
Q206
Q106
Q405
Q305
Q205
Q105
Q404
Q304
Q204
Q104
Num
ber
of d
eals
moving average trend line
34
ASIA-PAcIfIc
Monthly M&A Insider
trend grAphS
AsIA-PACIfIC M&A seCtOr BreAkDOwn YtD 2010
VAlUe VolUme
11.3%
13.5%
9.5%
19.4%
20.9%
4.9%
3.5%
7.8%
1.9%4.6%
1.0%1.8%
Industrials & Chemicals
TMT
Consumer
Energy, Mining & Utilities
Financial Services
Business Services
Pharma, Medical & Biotech
Construction
Transport
Real Estate
Leisure
Agriculture
19.8%
13.9%
12.1%
9.0%
9.2%
2.2%
11.2%
6.3%
4.5%
4.5%
4.4%2.9%
Industrials & Chemicals
TMT
Consumer
Energy, Mining & Utilities
Financial Services
Business Services
Pharma, Medical & Biotech
Construction
Real Estate
Transport
Leisure
Agriculture
AsIA-PACIfIC M&A quArterlY PrIVAte equItY trenD
VAlUe VolUme
0
5,000
10,000
15,000
20,000
25,000
Q410*
Q310
Q210
Q110
Q409
Q309
Q209
Q109
Q408
Q308
Q208
Q108
Q407
Q307
Q207
Q107
Q406
Q306
Q206
Q106
Q405
Q305
Q205
Q105
Q404
Q304
Q204
Q104
Valu
e (U
S$m
)
Asia-Pacificbuyouts
Asia-Pacificexits
0
20
40
60
80
100
Q410*
Q310
Q210
Q110
Q409
Q309
Q209
Q109
Q408
Q308
Q208
Q108
Q407
Q307
Q207
Q107
Q406
Q306
Q206
Q106
Q405
Q305
Q205
Q105
Q404
Q304
Q204
Q104
Num
ber
of d
eals
Asia-Pacificbuyouts
Asia-Pacificexits
35
ASIA-PAcIfIc
Monthly M&A Insider
trend grAphS
AsIA-PACIfIC M&A geOgrAPhIC BreAkDOwn YtD 2010
VAlUe VolUme
Australia
China
Hong Kong
India
Indonesia
Japan
Malaysia
Singapore
South Korea
Taiwan
Other
21.6%
12.6%
14.9%
2.7%
3.1%
5.8%
7.7%
1.8%5.5%
18.8%
5.6%
14.9%
3.8%
13.9%
2.1%10.8%
5.0%
25.9%
4.2%
6.2%
11.2%
1.9%
Australia
China
Hong Kong
India
Indonesia
Japan
Malaysia
Singapore
South Korea
Taiwan
Other
AsIA-PACIfIC M&A DeAl sIZe BreAkDOwn
VAlUe VolUme
0
50
100
150
200
250
H210*
H110
H209
H109
H208
H108
H207
H107
H206
H106
H205
H105
H204
H104
> US$501m
US$251m-US$500m
US$101m-US$250m
US$15m-US$100m
US$5m-US$14.9m
Valu
e (U
S$bn
)
0
300
600
900
1,200
1,500
H210*
H110
H209
H109
H208
H108
H207
H107
H206
H106
H205
H105
H204
H104
> US$501m
US$251m-US$500m
US$101m-US$250m
US$15m-US$100m
US$5m-US$14.9m
Value not disclosed
Num
ber
of d
eals
39Monthly M&A Insider
europe
A mergermArket m&A report on
eUrope
the Financial times report mentioned gieseke & Devrient, the german banknote printer, as one potential counter-bidder for De La rue. the report, however, went on to cite sources familiar with g&S, who claimed that the company has ruled out making an offer for its Uk-based rival. g&S declined to comment on speculation regarding any interest it may have in De La rue.
the Financial times report went on to quote one top 10 institutional investor, who said the £9.05 per share cash bid approach from oberthur would have been considered ‘derisory’ prior to De La rue’s recent problems, but does at least indicate that oberthur is serious.
A report in the times said leading shareholders in De La rue are believed to be supportive, noting that top institutional investors include Legal & general, Blackrock, m&g and Capital World Investors. one leading shareholder quoted in the report said De La rue’s long-term prospects appear good.
oberthur’s offer value De La rue at £895m (€1.06bn), 71.0% over its market capitalisation of £641m (€763m) on 3-Dec-10, the last trading day prior to the announcement of the preliminary offer.
EDF exits the German market:the Lander of Baden-Württemberg offered to acquire the interest of eDF International in enBW at a price of €41.5 per share representing an 18.6% premium on enBW’s market capitalisation, valuing the stake owned by the listed French energy group at €4.70bn.
eDF’s board approved the offer on 6-Dec-10. the acquisition in 2000 by eDF of an interest in enBW, the listed german energy company, enabled the French group to access the german energy market. Since then, enBW has deeply changed, developing in, in particular, new markets at the domestic level (outside Baden-Württemberg) through the
acquisition of Stadwerke Düsseldorf; the purchase of a strategic interest in the german electricity and gas supplier eWe; and the acquisitions of onshore and offshore windfarms.
enBW has also expanded more recently outside of germany through the acquisition of a controlling stake in the energy supplier of the city of prague in the Czech republic. In addition, enBW gained 1.3m customers thanks to the development of its Yello brand. enBW has also strengthened its generation fleet through the construction of thermal and hydropower stations, as well as the acquisition and the exchange of generation capacities.
the political authorities of the Lander of Baden-Württemberg have expressed their willingness to provide enBW with a strong regional ownership structure in order to refocus the company’s activities on Baden- Württemberg. After 10 years of cooperation, eDF was to enter in the renegotiations of its shareholders’ agreement with respect to enBW with its joint-controlling partner oeW, an alliance of local municipalities in Baden-Wuerttemberg. this renegotiation would have taken place against a complex and uncertain economic environment.
In view of the above, eDF’s board approved the offer made by the Lander of Baden-Wurttemberg to acquire its 45.01% interest in enBW at a price of €41.5 per share. oeW, the joint-controlling shareholder of enBW, has decided not to sell its subordinated shares to the Lander and not to exercise its preemption rights on eDF’s stake in enBW.
mr. Henri proglio, head of eDF, said that the group has not bid adieu to the german market ‘forever’ and that it had ideas that could soon be put to the test. the sale of enBW has decreased the debt of eDF by €7.00bn, making eDF one of the less indebted companies of the sector.
ObErthur KNOCKED bACK by DE LA ruE
De LA rUe pLC WAntS to remAIn InDepenDent, BUt mIgHt ConSIDer A tAkeover BID pItCHeD At £10.00 per SHAre, tHe gUArDIAn reporteD. De LA rUe, tHe LISteD Uk-BASeD SeCUrItY prIntIng AnD pAYment SYStemS groUp, AnnoUnCeD on 6-DeC-10 tHAt It HAD rejeCteD A preLImInArY InDICAtIve propoSAL From prIvAteLY-oWneD FrenCH rIvAL oBertHUr. De LA rUe, HAvIng DISCUSSeD tHe ApproACH WItH ItS ADvISerS, BeLIeveS tHe £9.05 A SHAre propoSAL In no WAY reFLeCtS tHe FUnDAmentAL vALUe oF tHe CompAnY. A SepArAte ArtICLe In tHe FInAnCIAL tImeS noteD tHAt De LA rUe IS BeIng ADvISeD BY rotHSCHILD. tHe Item ADDeD tHAt tHe InveStment BAnk LAzArD IS ADvISIng oBertHUr on ItS BID For De LA rUe.
40
europe
Monthly M&A Insider
target: HS1 Limited Announced: 5-nov-10
bidder: ontario teachers’ pension plan Board; and Borealis Infrastructure management Inc
Deal value: €3.39bn
Seller: London & Continental railways Limited Deal nature: Auction, Cross-border, Divestment, private, transatlantic
• Borealis Infrastructure management Inc, the Canadian infrastructure investment arm of ontario municipal employees retirement System (omers), the Canadian pension fund, and ontario teachers pension plan Board, the Canadian pension fund, has agreed to acquire HS1 Limited, the Uk-based operator of high speed one (HS1) railway line from London & Continental railways Limited (LCr), the Uk Department for transport (Dft)-owned entity responsible for the ownership and operation of HS1 line, for a cash consideration of £2.10bn.
• HS1 Limited is granted a 30 year concession to operate, maintain and upgrade the HS1 line and related stations. It has the privilege, under the concession, to enable new train operating companies (toCs) to utilise the line. It also has the right to give access to stations on a commercial basis.
• the Uk Dft will continue to own the infrastructure assets of HS1 railway and the freehold to the associated land.
• LCr began the sale process of HS1 Limited on 21-jun-10 as part of the Uk government’s effort to lower the state budget deficit.
DeAL oF tHe montH
Exit multiples – y/E 31-Dec-09 Premium analysis
Multiples Value (€m) Offer price per share (€) n/a
revenue 7.7x 438 1 day before n/a
EbItDA 6.9x 391 1 month before n/a
EbIt (loss) (2,708) 1 day after n/a
Earnings (loss) (2,727) Pre-rumour n/a
Advisers
target/Seller bidder
Financial Citigroup UBS Investment Bank
Financial jpmorgan CazenoveLexicon partnersrBC Capital markets
Legal Legal
Pr Pr
mergermarket/dealreporter Intelligence
18-Aug-10 High Speed 1: Cheung kong Infrastructure declines comment on potential investment in Uk high-speed rail line.
41
europe
Monthly M&A Insider
tOP 15 EurOPEAN ANNOuNCED DEALS ytD 30-NOV-10Announced Status target company Sector bidder company Seller company Exit multiples (x) bid premia
1-day beforeDeal value
(€m)revenue EbItDA P/E
10-Aug-10 p gDF Suez energy International
energy, mining & Utilities
International power plc gDF Suez SA 10.4 - 20,701
4-jan-10 C Alcon Inc (52.00% stake)
pharma, medical & Biotech
novartis Ag nestle SA 8.0 20.9 26.9 9.5% 18,247
4-oct-10 p Weather Investments SpA
tmt vimpelCom Ltd 6.9 - 16,070
30-jun-10 L ojSC polyus gold energy, mining & Utilities
kazakhgold group Limited
9.8 22.8 35.0 5.4% 8,367
7-Sep-10 C electricite de France SA (Uk-based distribution network)
energy, mining & Utilities
Cheung kong Infrastructure Holdings Limited; Hongkong electric Holdings Limited; Li ka Shing (overseas) Foundation; and Li ka Shing Foundation Limited
eDF energy plc - 6,994
11-nov-10 p Hochtief Ag Construction ACS Actividades de Construccion y Servicios SA
0.3 5.7 20.4 -4.6% 5,879
25-Sep-10 p Caja de Ahorros de Asturias
Financial Services
Caja de Ahorros del mediterraneo
n/a n/a - 4,928
5-jan-10 C nk russneft oAo energy, mining & Utilities
mr. mikhail gutseriyev (private Investor)
en+ group Ltd - 4,595
14-jun-10 C jSC Uralkali (53.20% stake)
Industrials & Chemicals
kaliha Finance Limited; Aerellia Investments Limited; and Becounioco Holdings Limited
madura Holding Limited
10.5 21.7 37.9 21.4% 4,254
2-nov-10 p turkiye garanti Bankasi AS (24.90% stake)
Financial Services
Banco Bilbao vizcaya Argentaria SA
Dogus group; ge Capital Corporation
n/a n/a 11.7 -10.7% 4,200
12-Sep-10 C Deutsche postbank Ag (70.05% stake)
Financial Services
Deutsche Bank Ag n/a n/a 71.4 -7.5% 3,882
27-jul-10 C tomkins plc Industrials & Chemicals
onex partners Lp; and Canada pension plan Investment Board
1.3 18.7 5.7% 3,672
18-mar-10 C ratiopharm gmbH
pharma, medical & Biotech
teva pharmaceutical Industries Ltd
vem vermogensverwaltung gmbH
2.3 - 3,625
8-Apr-10 p Iberia Lineas Aereas de espana SA
transportation British Airways plc 0.9 0.9% 3,598
5-nov-10 p HS1 Limited transportation ontario teachers' pension plan Board; and Borealis Infrastructure management Inc
London & Continental railways Limited
7.7 8.7 - 3,387
C = Completed; p = pending; L = Lapsed Source: mergermarket
top DeALS & expeCteD DeALS
42
europe
Monthly M&A Insider
PIPELINE OF EurOPEAN ExPECtED DEALSSituation target
companySector Potential bidder
companyFinancial adviser to bidder (b); target (t); seller (S)
Seller company Market cap/est.
value (€m)
Comments
expected deal
Ayedas energy, mining & Utilities
mmekA makine Ithalat pazarlama ve ticaret AS
republic of turkey prime ministry privatisation Administration
1,352 mmekA, the turkish firm, has submitted the highest bid for AYeDAS, the turkish electricity distribution company that serves the Asian side of Istanbul, according to a live broadcast of the auction on 7-Dec-10.
expected deal
De La rue plc
Industrials & Chemicals
oberthur Card Systems SA
981 oberthur is keen to access listed rival De La rue's books to help weigh up the impact of its recent paper quality issues, a person familiar with the situation said.
expected deal
ImCD group Bv
Industrials & Chemicals
Cinven Limited; Bain Capital LLC; or new mountain Capital LLC
UBS Investment Bank (S) AAC Capital partners
700 the auction process to sell ImCD is down to three final private equity bidders. Bain, Cinven and new York-based new mountain Capital are the only remaining bidders battling it out for the Dutch specialty chemicals distributor being sold by AAC Capital, said three sources familiar with the deal.
note: expected deals based on confirmed announcements by companies involved Source: mergermarket
top DeALS & expeCteD DeALS
tOP 5 EurOPEAN ANNOuNCED DEALS OF thE MONth (NOV-10)Announced Status target company Sector bidder company Seller company Exit multiples (x) bid premia
1-day beforeDeal value
(€m)revenue EbItDA P/E
11-nov-10 p Hochtief Ag Construction ACS Actividades de Construccion y Servicios SA
0.3 5.7 20.4 -4.6% 5,879
2-nov-10 p turkiye garanti Bankasi AS (24.90% stake)
Financial Services
Banco Bilbao vizcaya Argentaria SA
Dogus group; ge Arastirma ve musavirlik Ltd Sti
n/a n/a 11.7 -10.7% 4,200
5-nov-10 p HS1 Limited transportation ontario teachers' pension plan Board; and Borealis Infrastructure management Inc
London & Continental railways Limited
7.7 8.7 - 3,387
10-nov-10 p porsche Holding gmbH
Consumer volkswagen Ag porsche family (private investors)
0.3 - 3,300
4-nov-10 p eversholt rail group Financial Services
Star Capital partners Limited; 3i group plc; and morgan Stanley Infrastructure
HSBC Holdings plc n/a n/a - 2,389
C = Completed; p = pending; L = Lapsed Source: mergermarket
43
europe
Monthly M&A Insider
LeAgUe tABLeS
vALUeytD
30-Nov-10house Value
(€m)Deal count
1 morgan Stanley 154,821 117
2 goldman Sachs 148,125 82
3 Credit Suisse 143,613 101
4 jpmorgan 132,922 87
5 Citigroup 104,750 60
6 Deutsche Bank 97,502 83
7 UBS Investment Bank 85,580 83
8 rothschild 85,010 135
9 Societe generale 69,798 34
10 Lazard 68,859 100
11 Bnp paribas 66,178 45
12 Bank of America merrill Lynch 54,264 43
13 Barclays Capital 48,472 41
14 nomura Holdings 40,723 40
15 Blackstone group Holdings 29,756 7
16 greenhill & Co 24,937 12
17 rBC Capital markets 21,517 27
18 Credit Agricole CIB 21,335 30
19 HSBC Bank 21,099 34
20 Bank Degroof 20,701 4Source: mergermarket
voLUme
the financial adviser league tables by value and volume have been run from 1-jan-10 to 30-nov-10 and exclude lapsed and withdrawn deals. the tables cover all sectors andare based on the geography of either the target, bidder or seller being european.
ytD 30-Nov-10
house Value (€m)
Deal count
1 rothschild 85,010 135
2 kpmg 9,235 126
3 pwC 10,391 120
4 morgan Stanley 154,821 117
5 Deloitte 6,428 112
6 Credit Suisse 143,613 101
7 Lazard 68,859 100
8 jpmorgan 132,922 87
9 Deutsche Bank 97,502 83
10 UBS Investment Bank 85,580 83
11 goldman Sachs 148,125 82
12 Citigroup 104,750 60
13 ernst & Young 3,318 59
14 DC Advisory partners 6,006 50
15 Bnp paribas 66,178 45
16 Bank of America merrill Lynch 54,264 43
17 Barclays Capital 48,472 41
18 nomura Holdings 40,723 40
19 Societe generale 69,798 34
20 HSBC Bank 21,099 34Source: mergermarket
tOP 20 FINANCIAL ADVISErS
vALUeytD
30-Nov-10house Value
(€m)Deal count
1 Freshfields Bruckhaus Deringer 143,460 155
2 Skadden Arps Slate meagher & Flom 119,221 60
3 Cleary gottlieb Steen & Hamilton 103,828 57
4 Slaughter and may 98,639 57
5 Linklaters 87,475 156
6 Sullivan & Cromwell 86,163 41
7 Clifford Chance 80,817 110
8 Allen & overy 80,223 156
9 Weil gotshal & manges 76,025 62
10 Blake, Cassels & graydon 65,549 23
11 Simpson thacher & Bartlett 63,259 34
12 Stikeman elliott 59,849 21
13 Cravath Swaine & moore 59,709 13
14 Herbert Smith/gleiss Lutz/Stibbe 55,582 71
15 Latham & Watkins 51,500 73
16 jones Day 43,457 81
17 Debevoise & plimpton 40,754 14
18 mayer Brown 40,744 45
19 Wachtell, Lipton, rosen & katz 40,017 8
20 Davis polk & Wardwell 36,738 17Source: mergermarket
voLUme
the legal adviser league tables by value and volume have been run from 1-jan-10 to 30-nov-10 and include lapsed and withdrawn deals. the tables cover all sectors andare based on the geography of either the target, bidder or seller being european.
ytD 30-Nov-10
house Value (€m)
Deal count
1 Linklaters 87,475 156
2 Allen & overy 80,223 156
3 Freshfields Bruckhaus Deringer 143,460 155
4 DLA piper 17,860 145
5 CmS 14,712 122
6 Clifford Chance 80,817 110
7 Baker & mckenzie 22,086 88
8 jones Day 43,457 81
9 White & Case 24,254 76
10 Latham & Watkins 51,500 73
11 Herbert Smith/gleiss Lutz/Stibbe 55,582 71
12 Hogan Lovells 14,411 68
13 mannheimer Swartling 7,224 63
14 Weil gotshal & manges 76,025 62
15 Skadden Arps Slate meagher & Flom 119,221 60
16 vinge 5,590 60
17 Cleary gottlieb Steen & Hamilton 103,828 57
18 Slaughter and may 98,639 57
19 Sj Berwin 8,582 56
20 Loyens & Loeff 15,167 55Source: mergermarket
tOP 20 LEGAL ADVISErS
44
europe
Monthly M&A Insider
LeAgUe tABLeS
vALUe
ytD 30-Nov-10
house Value (€m)
Deal count
1 CvC Capital partners 8,174 8
2 HgCapital 3,987 11
3 Advent International 3,959 6
4 kohlberg kravis roberts & Co 3,826 7
5 onex partners 3,748 2
6 3i group 3,000 7
7 Bain Capital 2,924 2
8 Star Capital partners 2,389 2
9 morgan Stanley Infrastructure 2,389 1
10 gS Capital partners 2,000 2Source: mergermarket
voLUme
the private equity buyout activity tables by value and volume are based on private equity firms advising the bidder on buyout deals where the dominant geography of the target company is european. the tables by value and volume have been run from 1-jan-10 to 30-nov-10 and exclude lapsed and withdrawn deals.
ytD 30-Nov-10
house Value (€m)
Deal count
1 HgCapital 3,987 11
2 CvC Capital partners 8,174 8
3 naxicap partners 29 8
4 kohlberg kravis roberts & Co. 3,826 7
5 3i group 3,000 7
6 triton partners 1,774 7
7 Lloyds tSB Development Capital 290 7
8 Sovereign Capital partners 92 7
9 Advent International 3,959 6
10 Bridgepoint Capital 1,498 6Source: mergermarket
tOP 10 PrIVAtE EquIty FIrMS by EurOPEAN buyOutS
vALUe
ytD 30-Nov-10
house Value (€m)
Deal count
1 Apax partners 3,094 5
2 HgCapital 2,948 3
3= gS Capital partners 2,408 2
3= permira 2,408 2
3= Sv Life Sciences 2,408 2
6 3i group 1,745 8
7 Doughty Hanson & Co 1,700 2
8 BC partners 1,640 2
9 Candover Investments 1,550 3
10 the Carlyle group 1,501 6Source: mergermarket
voLUme
the private equity exit activity tables by value and volume are based on private equity firms advising the vendor on exit deals where the dominant geography of the target company is european.the tables by value and volume have been run from 1-jan-10 to 30-nov-10 and exclude lapsed and withdrawn deals.
ytD 30-Nov-10
house Value (€m)
Deal count
1 3i group 1,745 8
2 Barclays private equity 480 7
3 the Carlyle group 1,501 6
4 Lloyds tSB Development Capital 701 6
5 Apax partners 3,094 5
6 ISIS private equity partners 56 5
7 Capman 28 5
8 Sigefi private equity 80 4
9 gimv 8 4
10 perfectis private equity - 4Source: mergermarket
tOP 10 PrIVAtE EquIty FIrMS by EurOPEAN ExItS
europe
Monthly M&A Insider 45
trenD grApHS
EurOPEAN M&A quArtErLy trEND
vALUe voLUme
0
50,000
100,000
150,000
200,000
250,000
300,000
350,000
400,000
450,000
500,000
Q410
Q310
Q210
Q110
Q409
Q309
Q209
Q109
Q408
Q308
Q208
Q108
Q407
Q307
Q207
Q107
Q406
Q306
Q206
Q106
Q405
Q305
Q205
Q105
Q404
Q304
Q204
Q104
Valu
e (€
m)
0
200
400
600
800
1,000
1,200
1,400
1,600
1,800
Q410
Q310
Q210
Q110
Q409
Q309
Q209
Q109
Q408
Q308
Q208
Q108
Q407
Q307
Q207
Q107
Q406
Q306
Q206
Q106
Q405
Q305
Q205
Q105
Q404
Q304
Q204
Q104
Num
ber
of d
eals
EurOPEAN M&A quArtErLy MID-MArKEt trEND
vALUe voLUme
0
5,000
10,000
15,000
20,000
25,000
30,000
35,000
40,000
45,000
Q410
Q310
Q210
Q110
Q409
Q309
Q209
Q109
Q408
Q308
Q208
Q108
Q407
Q307
Q207
Q107
Q406
Q306
Q206
Q106
Q405
Q305
Q205
Q105
Q404
Q304
Q204
Q104
Valu
e (€
m)
0
100
200
300
400
500
600
700
Q410
Q310
Q210
Q110
Q409
Q309
Q209
Q109
Q408
Q308
Q208
Q108
Q407
Q307
Q207
Q107
Q406
Q306
Q206
Q106
Q405
Q305
Q205
Q105
Q404
Q304
Q204
Q104
Num
ber
of d
eals
moving average trend line
europe
Monthly M&A Insider
EurOPEAN M&A SECtOr brEAKDOwN ytD 2010
vALUe voLUme
0.4%
11.8%0.2%
9.2%
2.2%
3.2%
5.8%
3.0%
9.4%
14.3%
5.3%
13.9%
21.3%
Industrials & Chemicals
Consumer
TMT
Business Services
Financial Services
Energy, Mining & Utilities
Pharma, Medical & Biotech
Construction
Leisure
Transportation
Real Estate
Agriculture
Defence
15.4%
20.0%
1.0%0.3%3.4% 1.7%
3.8%
6.8%
4.7%
11.0%
9.5%
7.7%
13.4%
Industrials & Chemicals
Consumer
TMT
Business Services
Financial Services
Energy, Mining & Utilities
Pharma, Medical & Biotech
Construction
Leisure
Transportation
Real Estate
Agriculture
Defence
trenD grApHS
EurOPEAN M&A quArtErLy PrIVAtE EquIty trEND
vALUe voLUme
0
10,000
20,000
30,000
40,000
50,000
60,000
70,000
80,000
90,000
100,000
Q410
Q310
Q210
Q110
Q409
Q309
Q209
Q109
Q408
Q308
Q208
Q108
Q407
Q307
Q207
Q107
Q406
Q306
Q206
Q106
Q405
Q305
Q205
Q105
Q404
Q304
Q204
Q104
Valu
e (€
m)
European buyouts
European exits
0
50
100
150
200
250
300
350
400
Q410
Q310
Q210
Q110
Q409
Q309
Q209
Q109
Q408
Q308
Q208
Q108
Q407
Q307
Q207
Q107
Q406
Q306
Q206
Q106
Q405
Q305
Q205
Q105
Q404
Q304
Q204
Q104
Num
ber
of d
eals
European buyouts
European exits
46
europe
Monthly M&A Insider 47
EurOPEAN M&A DEAL SIzE brEAKDOwN
vALUe voLUme
0
50
100
150
200
250
300
350
400
450
500
550
600
650
700
H2 10*H1 10H2 09H1 09H2 08H1 08H2 07H1 07H2 06H1 06H2 05H1 05H2 04H1 04
> €501m
€251m-€500m
€101m-€250m
€15m-€100m
€5m-€14.9m
Valu
e (€
bn)
0
500
1000
1500
2000
2500
3000
3500
H2 10*H1 10H2 09H1 09H2 08H1 08H2 07H1 07H2 06H1 06H2 05H1 05H2 04H1 04
> €501m
€251m-€500m
€101m-€250m
€15m-€100m
€5m-€14.9m
Value not disclosed
Num
ber
of d
eals
trenD grApHS
EurOPEAN M&A GEOGrAPhIC brEAKDOwN ytD 2010
vALUe voLUme
Germany
Benelux
Iberia
Italy
Other
SEE
UK & Ireland
Nordic
CEE
France
9.0%
11.3%
8.6%
8.6%
10.9%
7.9%
7.1%
4.6%
9.0%
25.8%
4.4%
5.7%
3.1%
22.2%
14.3%
11.8%12.0%
8.1%
11.1%
7.2%
UK & Ireland
Nordic
CEE
France
Germany
Benelux
Iberia
Italy
Other
SEE
49
Mid
dle east &
africa
THE MIDDLE EAST & AFRICA
A MERgERMARkET M&A REpoRT on
Monthly M&A Insider
The Algerian government’s hesitance of Bp’s sale of the Amenas and Salah assets to any other international company is to a certain extent, a well-founded concern. Amenas and Salah together have a production capacity of 9bn cubic meters a year, which accounts for almost a quarter of Algeria’s gas production, moreover, Salah is thought to become a strategic gas hub being at an ideal location to rout gas from nigeria and southwest Africa.
This concern also conveys the wide spread suspicion of resource rich developing countries being ‘bought out’ by foreign energy companies, especially considering oil prices averaging US$80.00 a barrel, and cash rich countries pouring money into securing their future energy supply. It is for no other reason that in 2009 a law was passed in Algeria to restrain foreign companies from repatriating benefits earned by their Algerian operations, while recently the government blocked a proposed US$7.80bn sale of local operations of orascom Telecoms to South Africa’s MTn.
It is in this scenario and under a strong lobby to limit international companies’ role in Algeria that Bp currently finds itself in. Its two partners in the Amenas and Salah acreage, Statoil (norway), and Sonatrach (Algerian state owned
energy company) have first right of refusal to purchase the shares, and where at first, both of them refused to purchase Bp’s share, Sonatrach could eventually be forced to buy the stake by the Algerian government. This in turn could have an effect on the price of sale of the assets being lower than that proposed by Tnk-Bp, which was not allowed yet by the Algerian government to have access to both fields’ data. A similar situation has been seen in the past when in 2000 the Algerian government blocked Bp’s proposed 40.00% sale of its Rhourde El-Baguel field to France based Elf.
Bp has raised over US$20.00bn, and as it approaches the US$30.00bn mark, one cannot but wonder as to the effect such sales will have on the market’s view of Bp. In short, the market seems to like it. Bp’s share price has risen over 40.00% since Jul-10, and in general, the view is that bigger is not necessarily better, especially in the age of state-owned oil companies such as petrobras, Sinopec and pDVSA.
EIght Months And Us$20.00bn lAtEr…
In THE EIgHT MonTHS SInCE THE FATEFUL MAConDo wELL ExpLoSIon (on 20-ApR-10) THAT REwRoTE Bp’S FoRTUnES, THE M&A ACTIVITy In THE EnERgy InDUSTRy HAS BEEn HEATED By Bp’S ASSET DISpoSAL pRogRAM. Bp IS CURREnTLy UnDERgoIng A RESTRUCTURIng pRoCESS In oRDER To RAISE THE US$30.00Bn THAT IT AgREED To pAy FoR THE DAMAgES CAUSED By THE ExpLoSIon, AnD, EVEn THoUgH IT HAS RAISED oVER Two THIRDS oF THE AMoUnT REqUIRED THRoUgH ASSET SALES ACRoSS THE gLoBE InCLUDIng ACREAgE In VEnEzUELA, VIETnAM, ARgEnTInA AnD In THE gULF oF MExICo, DownSTREAM BUSInESS In SoUTH AFRICA, AnD pETRoCHEMICAL pRoDUCTIon In MALAySIA, BUT THE LAST US$10.00Bn IS pRoVIng To BE HARDER To RAISE THAn FIRST THoUgHT, AS THE SALE oF ITS ACREAgE oF AMEnAS AnD SALAH In ALgERIA To Tnk-Bp IS SHowIng.
50
Mid
dle east &
africa
Monthly M&A Insider
target: Massmart Holdings Limited (51.00% stake) Announced: 29-nov-10
bidder: wal-Mart Stores Inc deal value: US$2.08bn
seller: - deal nature: Cross-border, public
wal-Mart Stores, Inc., the listed US-based department store group, has agreed to acquire 51.00% of the Massmart Holdings Limited, the listed South Africa-based wholesaler.
terms• Massmart shareholders will receive zAR148.00 (approx
US$20.84) in cash per each share held;
• The offer values the entire share capital of Massmart at zAR29.80bn (US$4.24bn);
• It represents a premium of 4.4% to Massmart’s closing price of zAR141.7 on 26-nov-10, the last trading price prior to the formal announcement;
• It represents a premium of 9.83% to the closing price of zAR134.75 on 23-Sep-10, the last trading day prior to the indicative offer announced on 27-Sep-10.
Financing:The aggregate offer Consideration will be funded through wal-Mart’s existing cash resources and facilities.
Irrevocable Undertaking: wal-Mart has received irrevocable undertakings from certain institutional shareholders to vote in favour of, or to recommend to their clients to vote in favour of, the offer in respect of Massmart ordinary shares representing approximately 35.2% of the existing issued ordinary share capital of Massmart.
Post deal detailsMassmart, following the implementation of the offer, will remain listed on the JSE.
break up fee:Subject to applicable law, Massmart will pay to wal-Mart an amount in zAR equal to 1.0% of the aggregate offer consideration (plus any VAT which may be payable in connection with the same) to compensate it for, inter alia, management time, reputational damages, costs, fees and other expenses incurred pursuant to the offer if, following the making of the offer or the substitute offer, the Massmart board withdraws, or adversely modifies or qualifies, its recommendation of the offer or the substitute offer; or if, following the making of the offer or the substitute offer, the offer fails as a result of a higher offer being made and succeeding for the acquisition of 35.00% or more of the Massmart ordinary shares.
Conditions• Massmart EgM approval;
• High court approval;
• South African Competition Commission.
background:on 27-Sep-10, wal-Mart Stores announced that it has made a preliminary, non-binding proposal which could, if successful, lead to wal-Mart making a cash offer to acquire Massmart Holdings Limited for zAR148 per share.
DEAL oF THE MonTH
51
Mid
dle east &
africa
Monthly M&A Insider
Exit multiples – Y/E 30-dec-09 Premium analysis
Multiples Value (Us$m) offer price per share (Us$) 20.84
revenue - - 1 day before 9.7%
EbItdA - - 1 month before 2.7%
EbIt - - 1 day after -
Earnings - - Pre-rumour -
DEAL oF THE MonTH
Advisers
target/seller bidder
Financial goldman SachsDeutsche Bank AgMorgan Stanley
Financial JpMorganRothschild
legal Edward nathan Sonnenbergs legal webber wentzel
Pr Brunswick group Pr Abernathy Macgregor group
timetable and expected events
regulatory date notes
South African CompetitionCommision and CompetitionTribunal
South African Competition Commission; formally 60/85 td for decision from filing: 40/55 td for SACC recommendation to Tribunal; 10/20 td for Tribunal hearing; 10 td for decision (20 td for publication of reasoning) - in practice decision within 10td from SACC recommendation, i.e. 50/65 td from filing .
offer timetable
SRp filingSRp ApprovalSoA document posted
High Court Meeting
High Court Sanctionoperative DateSettlement DateEnd date
Ref filing with Securities Regulation panel (South Africa)normally within 2td.Exp. by 09-Dec-10; ref. Scheme of Arrangement document posted; max 30 cd from the announcement date;Min. 21 cd after SoA was posted; normally 1 month after EgM approval.Approx. 14 cd after High Court meeting.From co; same td if all conditions satisfied.7cd from closing date.From co.
Company events
MSM Ex-Vote DateMSM Ex-Record DateMSM EgM
4td before EgM.2td before EgM.75.00% of votes cast required for approval; 50.00% attendance required.
52
Mid
dle east &
africa
Monthly M&A Insider
toP 15 MIddlE EAstErn & AFrICAn AnnoUnCEd dEAls For Ytd 30-noV-10Announced status target company sector bidder company seller company Exit multiples (x) bid premia
1-day before
deal value
(Us$m)revenue EbItdA P/E
30-Mar-10 C zain Africa BV TMT Bharti Airtel Limited Mobile Telecommunications Company kSC
11.2 - 10,700
15-Jul-10 C Dimension Data Holdings plc
TMT nippon Telegraph and Telephone Corporation
0.7 11.5 0.2 18.1% 2,822
18-Feb-10 C Tsogo Sun Holdings pty Ltd
Leisure gold Reef Resorts Limited
Hosken Consolidated Investments Limited; and SABMiller plc
19.7 21.9 59.0 - 2,721
28-Mar-10 p Sonangol Sinopec International Limited (55.00% stake)
Energy, Mining & Utilities
Sinopec Corporation Hongkong International Limited
Sinopec overseas oil & gas Limited
- 2,457
31-Mar-10 p Momentum group Limited
Financial Services
Metropolitan Life Limited
FirstRand Limited n/a n/a - 2,408
29-nov-10 p Massmart Holdings Limited (51.00% stake)
Consumer wal-Mart Stores Inc 4.2% 2,083
14-oct-10 p British Israel Investment Ltd (70.65% stake)
Real Estate Melisron Ltd; and ofer Investments
Leo noe; and pujo zabludowicz
11.5 19.5 6.5 21.2% 1,998
10-May-10 p Anglo American zinc Energy, Mining & Utilities
Hindustan zinc Limited
Anglo American plc 2.0 6.3 - 1,338
22-nov-10 p orascom Telecom Tunisie SA (50.00% stake)
TMT qatar Telecom (qTel) qSC
orascom Telecom Holding SAE
6.7 12.5 - 1,200
25-Mar-10 C Hyprop Investments Limited (66.70% stake)
Real Estate Redefine Income Fund Limited
15.3 2.5% 942
21-Mar-10 C qatar Shipping Company qSC
Transportation qatar navigation Company qSC
-24% 917
10-Jan-10 C qatar Real Estate Investment Co
Real Estate Barwa Real Estate Company qSC
n/a n/a 10.1 30.6% 862
20-Jul-10 C Bp plc (western Desert business concessions and East Badr El-din exploration concession in Egypt)
Energy, Mining & Utilities
Apache Corporation Bp plc - 650
11-Jul-10 C Aabar Investments pJSC
Financial Services
International petroleum Investment Company
n/a n/a 3.3 - 545
17-Aug-10 p Credit Libanais SAL (65.00% stake)
Financial Services
EFg-Hermes Holding SAE
Capital Investment Holding SAL; and Capital Investment Holding
n/a n/a 16.3 - 542
C = Completed; p = pending; L = Lapsed Source: mergermarket
Top DEALS & ExpECTED DEALS
53
Mid
dle east &
africa
Monthly M&A Insider
situation target company sector Potential bidder company
Financial adviser to bidder (b); target (t); seller (s)
seller company Market cap/ est.
value (Us$m)
Comments
potential takeover
Mobile Telecommunications Company kSC
TMT Emirates Telecommunications Corporation
Morgan Stanley (B), national Bank of kuwait SAk (B)
Mohammed Abdulmohsin Al kharafi & Sons Company
25,695 Etisalat has submitted a preliminary conditional offer to buy a 46.00% stake in zain for kwD1.70 a share. Concluding this offer depends on the fulfillment of certain requirements and conditions necessary to finalize the deal.
potential disposal
Cape Town Iron & Steel works
Construction Murray & Roberts Holdings Limited
7,000 Murray and Roberts, the JSE-listed construction group, plans to close or dispose of certain assets before financial year end, said financial director Roger Rees
potential takeover
Al khalij Commercial Bank qSC
Financial Services
International Bank of qatar
goldman Sachs (B) 1,777 Al khalij Commercial Bank qSC, the listed qatari bank, is is evaluating the possibility of a business combination with another financial institution.
potential takeover
pangbourne properties Ltd
Real Estate Capital property Fund
Java Capital (B) 1,270 Capital property Fund has informed pangbourne properties Ltd of its firm intention to offer to acquire all pangbourne linked units in issue that are not already held by Capital pursuant to a scheme of arrangement to be proposed by Capital property.
Expected deal olympic group Financial Investments
Financial Services
Electrolux AB paradise Capital Holding for Financial Investments
657 Electrolux signs a preliminary agreement to acquire 52.00% in the Egyptian company olympic group, according to a stock exchange announcement.
Expected deals based on confirmed announcements by companies involved
PIPElInE oF MIddlE EAstErn & AFrICAn ExPECtEd dEAls
Top DEALS & ExpECTED DEALS
toP 5 MIddlE EAstErn & AFrICAn AnnoUnCEd dEAls oF thE Month (noV-10)Announced status target company sector bidder company seller company Exit multiples (x) bid premia
1-day before
deal value
(Us$m)revenue EbItdA P/E
29-nov-10 p Massmart Holdings Limited (51.00% stake)
Consumer wal-Mart Stores Inc 4.2% 2,083
22-nov-10 p orascom Telecom Tunisie SA (50.00% stake)
TMT qatar Telecom (qTel) qSC
orascom Telecom Holding SAE
6.7 12.5 1,200
15-nov-10 p Bp namibia (pty) Limited (100.00% stake); Bp Malawi Limited (50.00% stake); Bp Tanzania Limited (50.00% stake); Bp Botswana (pty) Limited (100.00% stake); and Bp zambia plc (75.00% stake)
Business Services
puma Energy International BV
Bp plc 296
22-nov-10 C Metro Cash & Carry Morocco
Consumer Label Vie Metro Cash & Carry International gmbh
0.6 164
22-nov-10 C Colina groupe (92.00% stake)
Financial Services
group Saham Delta Africa 1.0 137
C = Completed; p = pending; L = Lapsed Source: mergermarket
54
Mid
dle east &
africa
Monthly M&A Insider
LEAgUE TABLES
VALUEYtd
30-nov-10house Value
(Us$m)deal count
1 Morgan Stanley 20,225 8
2 UBS Investment Bank 17,626 8
3 Barclays Capital 14,359 4
4 goldman Sachs 13,853 12
5 Standard Chartered 11,875 4
6 HSBC Bank plc 11,641 4
7 Bnp paribas SA 10,700 3
8= global Investment House kSCC 10,700 1
8= State Bank of India 10,700 1
10 Deutsche Bank 7,879 6
11 JpMorgan 7,753 9
12 Rand Merchant Bank 7,411 9
13 Lazard 5,995 6
14 Royal Bank of Scotland group 4,933 2
15 Commerzbank 4,933 1Source: mergermarket
VoLUME
The financial adviser league tables by value and volume have been run from 1-Jan-10 to 30-nov-10 and exclude lapsed and withdrawn deals. The tables cover all sectors andare based on the geography of either the target, bidder or seller being Middle East & Africa including Israel.
Ytd 30-nov-10
house Value (Us$m)
deal count
1 goldman Sachs 13,853 12
2 JpMorgan 7,753 9
3 Rand Merchant Bank 7,411 9
4 Morgan Stanley 20,225 8
5 UBS Investment Bank 17,626 8
6 Ernst & young 559 7
7 Deloitte 200 7
8 Deutsche Bank 7,879 6
9 Lazard 5,995 6
10 Investec 4,103 6
11 Rothschild 2,391 5
12 Citigroup 1,638 5
13 kpMg 587 5
14 Barclays Capital 14,359 4
15 Standard Chartered 11,875 4Source: mergermarket
toP 15 FInAnCIAl AdVIsErs – MIddlE EAst & AFrICA
VALUEYtd
30-nov-10house Value
(Us$m)deal count
1 Allen & overy 16,824 10
2 Linklaters 16,644 12
3 Herbert Smith/gleiss Lutz/Stibbe 15,610 7
4 Edward nathan Sonnenbergs 11,720 10
5 AzB & partners 11,495 6
6 Trilegal 10,726 2
7 Talwar, Thakore and Associates 10,700 1
8 webber wentzel 9,704 16
9 Freshfields Bruckhaus Deringer 6,783 9
10 Sullivan & Cromwell 5,583 3
11 willkie Farr & gallagher 5,302 2
12 Stikeman Elliott 4,966 2
13= goERg Rechtsanwaelte 4,933 1
13= kirkland & Ellis 4,933 1
13= noerr 4,933 1
Source: mergermarket
VoLUME
The legal adviser league tables by value and volume have been run from 1-Jan-10 to 30-nov-10 and include lapsed and withdrawn deals. The tables cover all sectors andare based on the geography of either the target, bidder or seller being Middle East & Africa including Israel.
Ytd 30-nov-10
house Value (Us$m)
deal count
1 webber wentzel 9,704 16
2 Linklaters 16,644 12
3 werksmans 1,785 11
4 Allen & overy 16,824 10
5 Edward nathan Sonnenbergs 11,720 10
6 Freshfields Bruckhaus Deringer 6,783 9
7 Bowman gilfillan 1,804 9
8 DLA Cliffe Dekker Hofmeyer 1,395 9
9 Herbert Smith/gleiss Lutz/Stibbe 15,610 7
10 Baker & Mckenzie 334 7
11 AzB & partners 11,495 6
12 Dewey & LeBoeuf 2,705 6
13 white & Case 1,423 5
14 gibson Dunn & Crutcher 735 5
15 Jones Day 729 5Source: mergermarket
toP 15 lEgAl AdVIsErs – MIddlE EAst & AFrICA
55
Mid
dle east &
africa
Monthly M&A Insider
LEAgUE TABLES
VALUE
VALUE
Ytd 30-nov-10
house Value (Us$m)
deal count
1 Capitau SA 453 1
2 MerchantBridge & Co 220 1
3 Israel Infrastructure Fund 125 1
4 Investec group 75 1
5 Actis Capital 30 1
6 Tene Capital 23 1
7 Capinnova Investment Bank 20 1
8= good Energies 15 1
8= new Energies Invest 15 1
8= zouk Ventures 15 1Source: mergermarket
VoLUME
The private equity buyout activity tables by value and volume are based on private equity firms advising the bidder on buyout deals where the dominant geography of the target company is Middle East & Africa including Israel. The tables by value and volume have been run from 1-Jan-10 to 30-nov-10 and exclude lapsed and withdrawn deals.
Ytd 30-nov-10
house Value (Us$m)
deal count
1 Capitau 453 1
2 MerchantBridge & Co 220 1
3 Israel Infrastructure Fund 125 1
4 Investec group 75 1
5 Actis Capital 30 1
6 Tene Capital 23 1
7 Capinnova Investment Bank 20 1
8= good Energies 15 1
8= new Energies Invest 15 1
8= zouk Ventures 15 1Source: mergermarket
toP 5 PrIVAtE EqUItY FIrMs bY MIddlE EAstErn & AFrICAn bUYoUts
VALUEYtd 30-nov-10
house Value (Us$m)
deal count
1 pamodzi Investment Holdings 453 1
2= Francisco partners 230 1
2= Sequoia Capital 230 1
4 Radius Ventures 160 1
5 pitango Venture Capital 100 2
6 Cedar Fund 89 2
7 Vertex Venture Capital 86 2
8= granite Ventures 86 1
8= T-Venture Holding 86 1
10 Brait private Equity 83 1Source: mergermarket
VoLUME
The private equity exit activity tables by value and volume are based on private equity firms advising the vendor on exit deals where the dominant geography of the target company is Middle East & Africa including Israel. The tables by value and volume have been run from 1-Jan-10 to 30-nov-10 and exclude lapsed and withdrawn deals.
Ytd 30-nov-10
house Value (Us$m)
deal count
1 pitango Venture Capital 100 2
2 Cedar Fund 89 2
3 Vertex Venture Capital 86 2
4 Evergreen Venture partners 29 2
5 pamodzi Investment Holdings 453 1
6= Francisco partners 230 1
6= Sequoia Capital 230 1
8 Radius Ventures 160 1
9= granite Ventures 86 1
9= T-Venture Holding 86 1Source: mergermarket
toP 5 PrIVAtE EqUItY FIrMs bY MIddlE EAst & AFrICA ExIts
56
Mid
dle east &
africa
Monthly M&A Insider
TREnD gRApHS
MIddlE EAst & AFrICA M&A qUArtErlY trEnd
VALUE VoLUME
0
5,000
10,000
15,000
20,000
25,000
30,000
35,000
Q410*
Q310
Q210
Q110
Q409
Q309
Q209
Q109
Q408
Q308
Q208
Q108
Q407
Q307
Q207
Q107
Q406
Q306
Q206
Q106
Q405
Q305
Q205
Q105
Q404
Q304
Q204
Q104
Valu
e (U
S$m
)
0
30
60
90
120
150
Q410*
Q310
Q210
Q110
Q409
Q309
Q209
Q109
Q408
Q308
Q208
Q108
Q407
Q307
Q207
Q107
Q406
Q306
Q206
Q106
Q405
Q305
Q205
Q105
Q404
Q304
Q204
Q104
Num
ber
of d
eals
MIddlE EAst & AFrICA M&A qUArtErlY MId-MArkEt trEnd
VALUE VoLUME
0
1000
2000
3000
4000
5000
6000
Q410*
Q310
Q210
Q110
Q409
Q309
Q209
Q109
Q408
Q308
Q208
Q108
Q407
Q307
Q207
Q107
Q406
Q306
Q206
Q106
Q405
Q305
Q205
Q105
Q404
Q304
Q204
Q104
Valu
e (U
S$m
)
0
10
20
30
40
50
60
70
80
Q410*
Q310
Q210
Q110
Q409
Q309
Q209
Q109
Q408
Q308
Q208
Q108
Q407
Q307
Q207
Q107
Q406
Q306
Q206
Q106
Q405
Q305
Q205
Q105
Q404
Q304
Q204
Q104
Num
ber
of d
eals
Moving average trend line
57
Mid
dle east &
africa
Monthly M&A Insider
TREnD gRApHS
MIddlE EAst & AFrICA M&A sECtor brEAkdown Ytd 2010
VALUE VoLUME
7.3%2.1%
0.4% 0.3%
4.3%
30.4%
7.9%
13.1%
1.8%
1.3%
9.3%
8.2%
13.5%
Industrials & Chemicals
TMT
Financial Services
Energy, Mining & Utilites
Consumer
Business Services
Construction
Real Estate
Pharma, Medical & Biotech
Leisure
Transportation
Agriculture
Defence
15.3%
14.9%
14.1%10.7%
5.0%
1.5%1.9%
1.9%3.4%
4.2%
5.0%
8.8%
13.4%
Industrials & Chemicals
TMT
Financial Services
Energy, Mining & Utilites
Consumer
Business Services
Construction
Real Estate
Pharma, Medical & Biotech
Leisure
Transportation
Agriculture
Defence
MIddlE EAst & AFrICA M&A qUArtErlY PrIVAtE EqUItY trEnd
VALUE VoLUME
0
1,000
2,000
3,000
4,000
5,000
6,000
7,000
Q410*
Q310
Q210
Q110
Q409
Q309
Q209
Q109
Q408
Q308
Q208
Q108
Q407
Q307
Q207
Q107
Q406
Q306
Q206
Q106
Q405
Q305
Q205
Q105
Q404
Q304
Q204
Q104
Valu
e (U
S$m
)
Middle East& Africa buyouts
Middle East& Africa exits
0
2
4
6
8
10
12
14
16
18
20
Q4 10Q
10
Q210
Q110
Q409
Q309
Q209
Q109
Q408
Q308
Q208
Q108
Q407
Q307
Q207
Q107
Q406
Q306
Q206
Q106
Q405
Q305
Q205
Q105
Q404
Q304
Q204
Q104
Num
ber
of d
eals
Middle East& Africa buyouts
Middle East& Africa exits
58
Mid
dle east &
africa
Monthly M&A Insider
TREnD gRApHS
MIddlE EAst & AFrICA M&A gEogrAPhIC brEAkdown Ytd 2010
VALUE VoLUME
5.5%2.4%
2.9%0.4% 1.0%
1.3%30.9%
25.0% 11.7%
2.6%3.9%1.9%
5.0%
0.6%
4.0%
South Africa
Israel
Egypt
United Arab Emirates
Kuwait
Nigeria
Saudi Arabia
Qatar
Namibia
Oman
Angola
Lebanon
Morocco
Tunisia
Zambia
1.7%
28.5%
28.1%
8.5%
6.8%
4.7%
3.0%
3.0%
2.6%2.6%
2.6%
1.7%
1.7%1.7% 1.7%1.3%
South Africa
Israel
Egypt
United Arab Emirates
Kuwait
Nigeria
Saudi Arabia
Qatar
Namibia
Oman
Angola
Lebanon
Morocco
Jordan
Congo
Tunisia
MIddlE EAst & AFrICA M&A dEAl sIZE brEAkdown
VALUE VoLUME
0
10
20
30
40
50
60
H2 10*H1 10H2 09H1 09H2 08H1 08H2 07H1 07H2 06H1 06H2 05H1 05H2 04H1 04
> US$501m
US$251m-US$500m
US$101m-US$250m
US$15m-US$100m
US$5m-US$14.9m
Valu
e ($
bn)
0
50
100
150
200
250
H2 10*H1 10H2 09H1 09H2 08H1 08H2 07H1 07H2 06H1 06H2 05H1 05H2 04H1 04
> US$501m
US$251m-US$500m
US$101m-US$250m
US$15m-US$100m
US$5m-US$14.9m
Value not disclosed
Num
ber
of d
eals
please note, nations with less than a 1.0% share are not included in the chart.
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The following notes pertain to data contained in this publication:
• Deals are included where the deal value is greater than or equal to €5m.
• where no deal value has been disclosed, deals are included if the turnover of the target is greater than or equal to €10m.
• Deals are included in the graphs and Top Deals in each section based on the dominant geography and dominant sector of the target company. Data underlying the League Tables are based on deals where the bidder, target or parent geography of either is that of the geography in focus.
• H2 2010 refers to the period 01-Jul-10 to 30-nov-10.