A mergermArket report on globAl m&A ctivityA Monthly M&A

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

September 2011

Monthly M&A InsIdermergermarket

GlobAl overvIew 01

AmericAS: lAtin AmericA 06

north AmericA 11

ASiA-pAcific 16

europe 21

middle eASt & AfricA 28

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CONTENTS

Monthly M&A Insider

globAl overvieW

01

Against this backdrop, it is not surprising that at least one area of the M&A market witnessed a jump in the month: hostile takeovers. In total, six deals turned hostile in August, the highest monthly figure since October 2010. With organic growth coming under pressure and share prices for many quoted companies sinking in recent months, taking a bid hostile may be a shrewd move for companies looking to strike a quick bargain and boost earnings. On the sell-side, target shareholders can also gain in a down market, if the premium paid is sufficiently attractive for investors to go against the company’s board.

However, going hostile can be a risky strategy and often fails – roughly one-half of all such bids since 2005 have not been successful. And even for deals that are successful, taking a deal hostile can arouse national resentment and even spur regulatory reform, à la the UK, where the Kraft-Cadbury saga last year triggered a review of the country’s Takeover Code. Looking ahead, it remains to be seen whether the spate of recent hostile activity will materialise in completed transactions.

Casting a look to the most noteworthy hostile bid pending, and the largest M&A deal to come to market globally in August, SABMiller bypassed the board of Foster’s Group, the Australian beer company, in a direct offer to the company’s

shareholders at a price of A$4.9 in cash per share. The bid by the UK-listed brewer, which could be worth as much as US$11.6bn, has become increasingly contentious after the company’s first offer was rebuffed by Foster’s board in June – and more recently, the Australian Takeover Panel rejected SABMiller’s request for a review of Foster’s financial statements. Notwithstanding this, Foster’s has indicated that it is open to discuss a potential deal with SABMiller, if the company were to make a “sensible bid.”

If Foster’s shareholders accept the offer, it would be the largest hostile transaction to complete this year. This is following the failed US$13.2bn rival bid for NYSE Euronext by Nasdaq OMX Group and IntercontinentalExchange, which was rejected by the target as NYSE agreed to a planned merger with Deutsch Börse.

With many of the underlying issues affecting markets still unresolved – such as subdued growth in the US, the mounting sovereign debt crisis in Southern Europe, and growing worries about banks’ exposures to this crisis – it is unclear when we will see a revival in confidence. In general, this may prove a headwind to overall M&A activity, but it could bolster the ambitions of opportunistic investors with the ways and the means to table hostile bids.

GLOBAL OvErvIEW

head of research: Elias Latsis

editor: Felicity James

For advertising opportunities contact:

erik wickman

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

Global overview: Matthew Albert

latin America: Jennifer ruiz and Urna Chakraborty

north America: Jason Cozza

Asia-pacific: rus Beasley

europe: Samuel Tedjasukmana and Damien Julliard

Middle east & Africa: Yannis Papacostas and Marie-Laure Keyrouz

GlobAl overvIew

IN AUGUST, THE GLOBAL DEAL COUNT FOr ANNOUNCED TrANSACTIONS WAS DOWN BY rOUGHLY ONE-FIFTH IN vOLUME TErMS FrOM JULY TO 696 DEALS WOrTH A TOTAL US$154.5BN. CErTAINLY, THE SLOWDOWN WAS IN KEEPING WITH THE NOrMAL LULL IN SUMMErTIME DEALMAKING, BUT MOrE TEPID M&A ACTIvITY ALSO MIrrOrS THE CHANGING BUSINESS CLIMATE OF LATE, WHICH HAS SEEN A SWIrL OF UNIMPrESSIvE ECONOMIC DATA rELEASES IN COrE ECONOMIES, EMErGENT SIGNS OF A MOrE FrAGILE GLOBAL GrOWTH OUTLOOK AND SLIDING SHArE PrICES ON THE WOrLD’S MAJOr STOCK INDICES.

Monthly M&A Insider 02

globAl overvieW

TrEND GrAPHS

GlobAl M&A quArterly trend

0

200

400

600

800

1,000

1,200

1,400

Q311*

Q211

Q111

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Valu

e (U

S$bn

)

Total value Mid-market value

Num

ber of deals

0

500

1,000

1,500

2,000

2,500

3,000

3,500

4,000

4,500

Total volume Mid-market volume

0

50

100

150

200

250

300

350

400

Q311*

Q211

Q111

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Valu

e (U

S$bn

)

Buyout value Exit value

Num

ber of deals

Buyout volume Exit volume

0

100

200

300

400

500

600

700

800

900

GlobAl M&A AnnuAl trend GlobAl M&A AnnuAl prIvAte equIty trend

0

500

1,000

1,500

2,000

2,500

3,000

3,500

4,000

YTD 2011*201020092008200720062005

Valu

e (U

S$bn

)


Num

ber of deals

0

2,000

4,000

6,000

8,000

10,000

12,000

14,000

16,000

18,000


0

100

200

300

400

500

600

700

800

900

YTD 2011*201020092008200720062005

Valu

e (U

S$bn

)


Num

ber of deals


0

500

1,000

1,500

2,000

2,500

3,000

3,500

GlobAl M&A quArterly prIvAte equIty trend


globAl overvieW

TrEND GrAPHS

GlobAl M&A sector breAkdown ytd 2011

GlobAl GeoGrAphIc breAkdown ytd 2011

vALUE

vALUE

vOLUME

vOLUME

23.4%4.5%

0.2%

2.3%4.0%1.9%

0.3%

10.1%

1.4%

12.3%

15.6%

15.9%

8.2%

Industrials & Chemicals

TMT

Consumer

Business Services

Energy, Mining & Utilities

Financial Services

Pharma, Medical & Biotech

Construction

Leisure

Transportation

Real Estate

Agriculture

Defence

1.6% 4.8%

45.6%

31.7%

16.2% Asia-Pacific

Europe

North America

Middle East & Africa

Latin America

3.1%3.7%

1.0%1.4%

9.3%

8.8%

0.3%

12.8%13.1%

14.9%

19.8%3.8%

7.9%


TMT

Consumer

Business Services


Financial Services


Construction

Leisure

Transportation

Real Estate

Agriculture

Defence

4.7%2.3%

32.6%

40.6%

19.9% Asia-Pacific

Europe

North America

Middle East & Africa

Latin America


globAl overvieW

TrEND GrAPHS

GlobAl M&A deAl sIze breAkdown

vALUE vOLUME

0

10

20

30

40

50

60

70

80

90

100

H2 2011*201020092008200720062005

38.8%

15.5%

22.1%

8.5%

15.1%

43.9%

16.3%

20.4%

7.3%

12.3%

39.8%

16.9%

23.0%

7.9%

12.5%

42.7%

15.0%

19.1%

8.8%

14.3%

40.6%

16.5%

20.5%

7.9%

14.5%

27.4%

21.0%

27.6%

9.3%

14.6%

33.4%

19.8%

25.3%

9.1%

12.4%

<US$250m or undisclosed value

US$251m-US$500m

US$501m-US$2,000m

US$2,001m-US$5,000m

>US$5,001m

Per

cent

age

80

82

84

86

88

90

92

94

96

98

100

H2 2011*201020092008200720062005


US$251m-US$500m

US$501m-US$2,000m

US$2,001m-US$5,000m

>US$5,001m

0.7%

1.0%

4.5%

4.7%

89.2%

0.7%

1.2%

5.0%

4.7%

88.4%

0.7%

1.3%

5.5%

5.1%

87.4%

0.6%

0.9%

3.9%

4.6%

90.1%

0.5%

1.0%

3.8%

3.9%

90.9%

89.1%

4.5%

4.8%

1.2%

0.4%

1.3%

5.5%

5.2%

87.4%

0.7%

Per

cent

age

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M E R R I L L D A T A S I T E

LATIN AM

ERICA

LATIN AMERICAA MERgERMARkET M&A REpoRT oN


August’s top deal is Japan-based drinks producer kirin Holdings Co Ltd’s US$2.5bn acquisition of a majority stake in the Brazil-based beer and soft beverage business, primo Schincariol Industria de Cervejas e Refrigerantes, by acquiring all outstanding shares of Aleadri-Schinni participacoes e Representacoes S.A. Announced on 2 August 2011, this acquisition will enhance kirin’s position in the Brazilian market, while kirin expects to accelerate Schincariol participacoes’ growth by a combination of brands, distribution effort, research and marketing. This transaction is complete.

The consumer sector dominated top deals for the month of August, obtaining five of the top 10 deals spots. The first three positions were filled by the announcement of the top transaction as well as the Dufry group’s US$672m acquisition of Blaicor SA, Navinten SA, Duty Free Ecuador SA, ADF Shops CJSC and two duty free shops in Martinique, and Electrolux’s acquisition of Compania Tecno Industrial SA for US$563m. Due to these large value deals, the consumer sector had the highest deal volume in the year to date with 65 deals worth US$11.5bn, a 19% market share by volume and 16% by value.

Looking forward, China continues its ventures in the Latin American market with a group of Chinese steelmakers, together with China’s CITIC bank, purchasing 15% of Brazil’s Companhia Brasileira de Metalurgia e Mineracao (CBMM), the world’s biggest niobium producer, for US$1.9bn. Niobium is used to strengthen steel that is sold to the automotive, oil and gas pipeline and construction sectors. This transaction would allow China, the world’s biggest importer of niobium, to secure additional global supplies. CBMM has been handling relations with Asia since March when it sold a 15% stake to a group of Japanese and korean companies for another $1.95 billion. predictions pit increased niobium demand to spur acquisitions in Latin American mining companies as steelmaking production increases.

AUgUST’S LATIN AMERICAN M&A ACTIvITy SAw 37 DEALS woRTH US$6.7BN, A 5.7% INCREASE IN voLUME AND A 17.3% DECREASE By vALUE SINCE JULy. ENERgy, MININg & UTILITIES HAD THE LARgEST DEAL vALUE AT US$19.9BN AND 56 DEALS IN THE yEAR To DATE, AT 27% oF MARkET SHARE By vALUE. BRAzIL HoLDS AN ovERwHELMINg AMoUNT oF MARkET SHARE IN THE yEAR To DATE HowEvER, ovERALL MARkET SHARE NoMINALLy DECREASED IN AUgUST—20 DEALS woRTH US$3.9BN—SLIDINg To 65.5% oF THE MARkET By vALUE AND 54.5% By voLUME. THIS RESULTED IN A 0.9% DECREASE IN MARkET SHARE By voLUME AND A 0.7% DECREASE IN MARkET SHARE By vALUE.

07

LATIN AM

ERICA

Monthly M&A Insider

Top 10 LATIN AMERICAN ANNouNCEd dEALs of ThE MoNTh (Aug-11)Announced Bidder company Target company Target dominant

sectorseller company Exit multiples (x) Bid premia

1-day before

deal value

(us$m)Revenue EBITdA p/E

02-Aug-11 kirin Holdings Co Ltd primo Schincariol Industria de Cervejas e Refrigerantes (50.45% stake)

Consumer Adriano Schincariol (private investor) and Alexandre Schincarol (private investor)

2.9 155.6 - 2,553

04-Aug-11 Dufry group Blaicor SA, Navinten SA, Duty Free Ecuador SA, ADF Shops CJSC, and Two Duty Free Shops in Martinique

Consumer 7.9 - 672

22-Aug-11 Electrolux AB Compania Tecno Industrial SA

Consumer Sigdo koppers SA 1.3 7.4 10.3 -1.1% 563

10-Aug-11 westfield group Almeida Junior Shopping Centers SA (50.00% stake)

Real Estate - 465

04-Aug-11 Dufry group Interbaires SA Consumer 1.1 - 285

02-Aug-11 gol Linhas Aereas Inteligentes

webjet Linhas Aereas Transportation 0.6 8.2 15.0 - 284

26-Aug-11 Constantino Family passaro Marron Transportation Serveng Civilsan SA Empresas Associadas de Engenharia

- 250

25-Aug-11 plural Capital gestao de Recursos Ltda

Banco Modal SA Financial Services n/a n/a - 187

25-Aug-11 Carvajal Empaques SA grupo Convermex SA de Cv Consumer 0.9 - 180

05-Aug-11 Solway Investment group Limited

HudBay Minerals Inc (Fenix project)


HudBay Minerals Inc - 170

Based on announced deals, including lapsed and withdrawn bids Based on dominant geography of target company being Latin AmericaData correct as of 02-Sep-11

Source: mergermarket

Top DEALS

LATIN AM

ERICA

Monthly M&A Insider

TREND gRApHS

LATIN AMERICAN M&A quARTERLy TRENd

0

10

20

30

40

50

60

70

Q311*

Q211

Q111

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105


Num

ber of dealsValu

e (U

S$bn

)

0

20

40

60

80

100

120

140

160

180


0

500

1,000

1,500

2,000

2,500

3,000

3,500

4,000

4,500

Q311*

Q211

Q111

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q 08

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Valu

e (U

S$m

)


Num

ber of deals


0

2

4

6

8

10

12

14

16

LATIN AMERICAN M&A ANNuAL TRENd LATIN AMERICAN M&A ANNuAL pRIvATE EquITy TRENd

0

20

40

60

80

100

120

140

160

180

200

YTD 2011*201020092008200720062005


Num

ber of dealsValu

e (U

S$bn

)

0

100

200

300

400

500

600


0

1,000

2,000

3,000

4,000

5,000

6,000

7,000

8,000

YTD 2011*201020092008200720062005

Valu

e (U

S$m

)


Num

ber of deals


0

5

10

15

20

25

30

35

40

45

50

LATIN AMERICAN M&A quARTERLy pRIvATE EquITy TRENd

08

LATIN AM

ERICA

Monthly M&A Insider

TREND gRApHS

LATIN AMERICAN M&A gEogRAphIC BREAkdowN yTd 2011

vALUE voLUME

66.0%

10.0%

6.0%<0.1%

<0.1%0.7%

0.3%0.2%

0.2%3.0% 2.0% 4.0%

8.0%Brazil

Chile

Colombia

Dominican Republic

Ecuador

El Salvador

Guatemala

Honduras

Mexico

Panama

Peru

Uruguay

Argentina

1.2%

0.9%

7.0%

8.0%

0.6%

0.6%0.3%

0.3%

1.2%

1.0% 9.0%1.0%

54.0%

5.8%

0.9%

8.0%

Brazil

Chile

Colombia

Costa Rica

Dominican Republic

Ecuador

El Salvador

Guatemala

Honduras

Mexico

Panama

Peru

Uruguay

Venezuela

Argentina

Bolivia

LATIN AMERICAN M&A sECToR BREAkdowN yTd 2011

vALUE voLUME

0.3%0.5%

17.0%16.0%

27.0%

<0.1%0.1%

3.0%

14.0%

2.0%

12.0%

1.0%

2.0%

6.0%

Consumer



Business Services

Financial Services


Technology

Transportation

Construction

Agriculture

Media

Telecommunicatons

Leisure

Real Estate

Defense

<0.1%

19.0%

16.0%5.0%

4.0%

4.0%

4.0%

3.0%

1.0%

2.0%2.0%

1.0%1.0%

10.0%

16.0%11.0%

Consumer



Business Services

Financial Services


Technology

Transportation

Construction

Agriculture

Media

Telecommunicatons

Leisure

Real Estate

Defense

09

10

LATIN AM

ERICA

Monthly M&A Insider

LATIN AMERICAN M&A dEAL sIzE BREAkdowN

vALUE voLUME

0

10

20

30

40

50

60

70

80

90

100

YTD 2011*201020092008200720062005


US$251m-US$500m

US$501m-US$2,000m

US$2,001m-US$5,000m

>US$5,001m

17.9%

7.2%

25.8%

21.3%

27.8%

46.9%

8.3%

21.8%

10.3%

12.7%

16.2%

10.8%

31.3%

16.2%

25.5%

30.5%

20.3%

24.5%

10.0%

14.7%

9.2%

29.3%

36.7%

10.1%

14.8%9.0%

6.6%

24.5%

18.2%

41.7%

18.3%

22.2%

32.9%

12.5%

14.1%

Per

cent

age

20

30

40

50

60

70

80

90

100

YTD 2011*201020092008200720062005

0.3%

4.1%

7.1%

88.1%

1.0%

5.4%

7.4%

85.1%

0.2%

5.3%

6.4%

87.4%

0.6%

4.7%

5.3%

88.2%

0.3%

6.9%

5.4%

85.6%81.9%

6.3%

8.4%

1.4%0.3% 1.0% 0.7% 1.2% 1.8% 2.0%

7.5%

6.9%

83.6%

0.6%

Per

cent

age

1.4%


US$251m-US$500m

US$501m-US$2,000m

US$2,001m-US$5,000m

>US$5,001m

TREND gRApHS

NORTH

AMERICA

A mergermArket m&A report on

11Monthly M&A Insider

nortH AmerICA

TMT doMInATed Top deAls for The MonTh of AugusT

For tHe montH oF August, tmt seCtor obtAIned two oF nortH AmerICA’s top FIve deAls spots: tHe ACquIsItIon oF motorolA mobIlIty HoldIngs InC by google InC For us$8.9bn And tHe ACquIsItIon oF InsIgHt CommunICAtIons CompAny InC by tIme wArner InC For us$4.7bn. due to tHe lArge deAls AnnounCed tHIs quArter, tmt reACHed A totAl us$126.6bn In totAl deAl vAlue yeAr to dAte. In 2010, by tHe end oF 31 August, deAl vAlue totAlled us$72.2bn; HenCe tHe 2011 totAl vAlue For tmt In nortH AmerICA presents A 75.3% InCreAse From 2010.

time warner’s acquisition is also the largest exit deal for the month with the Carlyle group as a vendor. the top three deals were all announced on 15 August, including the second largest deal – which falls into the financial sector – which is the acquisition of mbnA Canada bank by td bank group for us$7.5bn.

Q3 2011 may not end as strongly as last yearwith a month left until the end of q3 for 2011, it seems as if this year’s third quarter may not be as successful as last year. so far, q3 has a total deal value of us$164.9bn with 460 deals. this time last year there was a total value of us$111.3m, representing a 32% decrease in value and a volume of 711 deals for q3 2010 – a 35% decrease in volume. with financial services dominating both quarters, by the end of August last year, q3 had reached 89 deals overall, whereas this year the total is just 58 transactions – a 34.8% decrease.

new developments in proposed T-Mobile/ AT&T mergerIn what would have resulted in the largest telecommunications company in north America, the us$39bn acquisition of t-mobile by At&t was blocked by an antitrust lawsuit filed by the department of Justice. looking forward, sprint is also suing to stop this deal from passing. sprint claims that the proposed takeover would hurt consumers and corporate customers due to higher prices and decreased innovation, as well as strengthening and increasing At&t and verizon’s market shares whist weakening sprint and other independent wireless carriers. If At&t’s bid for t-mobile is denied by regulators, the company will be obligated to pay a break-up fee of about us$6bn to telekom, t-mobile’s parent company deutsche. the tmt sector will experience an increase in activity should At&t look to smaller independent wireless providers as possible targets for future acquisitions.

12

NORTH

AMERICA

Monthly M&A Insider

top deAls & expeCted deAls

Top 10 norTh AMerIcAn Announced deAls of The MonTh (Aug-11) Announced Bidder company Target company Target dominated

sectorseller company exit multiples (x) Bid premia

1-day before

deal value(us$m)revenue eBITdA p/e

15-Aug-11 google Inc tmt motorola mobility Holdings Inc

0.8 29.2 63.5% 8,950

15-Aug-11 td bank group Financial services mbnA Canada bank (Credit card business)

mbnA Canada bank n/a n/a - 7,570

15-Aug-11 time warner Cable Inc tmt Insight Communications Company Inc

the Carlyle group, llC, midocean partners llp and Crestview partners lp

4.5 14.7 18.7 - 4,687

04-Aug-11 blackstone group lp business services emdeon Inc general Atlantic llC 3.0 19.1 90.5 16.9% 3,013

10-Aug-11 Capital one Financial Corporation

Financial services HsbC Holdings plc (us card and retail services business)

HsbC Holdings plc n/a n/a 2.0 - 2,600

01-Aug-11 windstream Corp tmt pAeteC Holding Corp

1.3 8.9 27.1% 2,158

05-Aug-11 Hellman & Friedman llC

business services sungard Higher education Inc

sungard data systems Inc

3.5 - 1,775

02-Aug-11 Fresenius medical Care Ag & Co kgaA

pharma, medical & biotech

liberty dialysis Holdings Inc

bain Capital llC, norwest equity partners; krg Capital partners, llC and Ignition partners

1.7 - 1,700

29-Aug-11 Aurico gold Inc energy, mining & utilities northgate minerals Corporation

2.8 23.4 57.9% 1,379

16-Aug-11 general dynamics Corporation

business services vangent Inc veritas Capital Fund III l p

1.3 10.4 10.6 - 960

*Indicates lapsed deal based on announced deals, including lapsed and withdrawn bids based on dominant geography of target company being north America (us + Canada) data correct as of 07-sep-11

source: mergermarket

13

NORTH

AMERICA

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 the Clorox Company Consumer Icahn enterprises lp

goldman sachs (t), Jp morgan (t)

8,957 on 15-Jul-2011, Icahn partners lp proposed to acquire the Clorox Company at us$76.5 per share. some sources close to the situation expressed their doubts about the seriousness of Icahn's offer, given that the bidder had not secured committed financing prior to make the proposal. on 18-Jul-2011, Clorox announced that its board of directors had determined that Icahn's offer significantly undervalues the company and is thus not in its shareholders' best interest. subsequently to that announcement, Clorox adopted a stockholder rights plan and declared a dividend of one right on each outstanding share of Clorox's common stock. on 20-Jul-2011 Icahn increased its bid to us$80 per share, which was again again rejected by Clorox's board of directors. In the meantime, It has been speculated that Clorox might receive higher competing offers.

expected deal ralcorp Holdings Inc Consumer ConAgra Foods Inc Credit suisse (t), Centerview partners (b)

4,325 on 4-may-2011, ConAgra Foods made an offer to acquire ralCorp Holdings, Inc. for us$86 per share or for a total consideration of us$4.9bn, in addition to the assumption of ralCorp's debt of us$2.5bn. the expected transaction would allow ConAgra to expand its presence in the private label segment and to consolidate its position as a packaged food company. nonetheless, ralCorp's board of directors uniamously rejected the proposal and adopted a shareholder rights plan. In the meantime, ralCorp has decided to separate the main company from post Foods, ralCorp's cereal division, in a tax-free spin-off to shareholders. some sources close to the transaction say that if the spin-off does take place, ConAgra might acquire the private label business.

expected deal barnes & nobles Inc Consumer liberty media 1,054 liberty media conducted due diligence on barnes & nobles on 02-Jun-2011, although investors are banking on a higher offer. on 02-Jul-2011, liberty Chairman John malone said in an interview at Allen & Co's media conference that he is hopeful that a deal at the right price will happen. steve riggio, barnes & nobles' Chairman, stated he couldn't think of a better partner than John malone.

expected deal translantic Holdings, Inc

Financial services

national Indemn goldman sachs (t), moelis & Co llC (t)

3,099 on 11-Aug-2011, transatlantic Holdings entered into an agreement with national Indemnity and has commenced discussions on a possible merger agreement. However, later in the month Allied world made an offer to transarlantic, which was later opposed by validus Holdings.

expected deal 99 Cents only stores Consumer leonard green & partners lp and schiffer/gold family

lazard (t) 1,370 99 Cents only stores has received an acquisition proposal from the schiffer/gold family and leonard green & partners lp. the consideration in the proposal is us$19.09 per share in cash. the offer was received on 11-mar-2011. outside analysts have concluded, however, that 99 Cent only stores could receive a higher offer.

expected deals based on confirmed announcements by companies involved

pIpelIne of norTh AMerIcAn expecTed deAls

top deAls & expeCted deAls

14

NORTH

AMERICA

Monthly M&A Insider

trend grApHs

norTh AMerIcAn M&A QuArTerly Trend

0

100

200

300

400

500

600

Q311*

Q211

Q111

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Valu

e (U

S$bn

)


Num

ber of deals

0

200

400

600

800

1,000

1,200

1,400

1,600


0

50

100

150

200

250

Q311*

Q211

Q111

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Valu

e (U

S$bn

)


Num

ber of deals


0

50

100

150

200

250

300

350

norTh AMerIcAn M&A AnnuAl Trend norTh AMerIcAn M&A AnnuAl prIvATe eQuITy Trend

0

200

400

600

800

1,000

1,200

1,400

1,600

YTD 2011*201020092008200720062005


Num

ber of dealsValu

e (U

S$bn

)

0

1,000

2,000

3,000

4,000

5,000

6,000


0

50

100

150

200

250

300

350

400

450

500

YTD 2011*201020092008200720062005

Valu

e (U

S$bn

)


Num

ber of deals


0

200

400

600

800

1,000

1,200

norTh AMerIcAn M&A QuArTerly prIvATe eQuITy Trend

15

NORTH

AMERICA

Monthly M&A Insider

trend grApHs

norTh AMerIcAn M&A secTor BreAkdown yTd 2011

vAlue volume

14.0%

1.5%1.8% 8.0%

3.0%

27.0%

6.0%

13.0%

10.0%

8.0%

0.5%1.0%

5.0%0.4% 0.2%


Technology

Business Services


Financial Services


Consumer

Media

Leisure

Construction

Transportation

Telecommunications

Real Estate

Defense

Agriculture

17.0%

15.0%

13.0%

2.7%

12.0%

10.0%

3.0%

3.0%

9.0%

10.0%

0.8%1.8%

0.8%


Technology

Business Services


Financial Services


Consumer

Media

Leisure

Construction

Transportation

Telecommunications

Real Estate

Defense

Agriculture

norTh AMerIcAn M&A deAl sIze BreAkdown

vAlue volume

0

10

20

30

40

50

60

70

80

90

100

YTD 2011*201020092008200720062005


US$251m-US$500m

US$501m-US$2,000m

US$2,001m-US$5,000m

>US$5,001m

46.6%

15.8%

18.0%

7.0%

12.6%

51.6%

15.0%

17.3%

6.4%

9.7%

42.9%

19.0%

21.8%

6.6%

9.6%

49.3%

13.8%

17.5%

7.2%

12.2%

58.8%

13.3%

13.2%

5.4%

9.2% 12.5%

9.6%

27.6%

18.1%

32.2%

44.1%

20.9%

18.1%

7.7%

9.3%

Per

cent

age

75

80

85

90

95

100

YTD 2011*201020092008200720062005

0.9%1.3%

4.5%

4.9%

88.5%

1.0%

1.5%

5.4%

5.3%

86.8%

1.1%

1.8%

6.3%

5.3%

85.6%

0.9%

3.7%

4.1%

90.6%

1.0%

3.5%

3.8%

91.0%

87.5%

5.2%

5.6%

1.1%1.0%

1.9%

5.6%

6.2%

85.3%

0.7% 0.7% 0.6%


US$251m-US$500m

US$501m-US$2,000m

US$2,001m-US$5,000m

>US$5,001m

Per

cent

age

ASIA-PAcIfIc



ASIA-pAcIfIc

Large transactions…the financial Services sector topped the list with the highest activity in terms of value. With 15 transactions totalling US$16bn, the sector witnessed some large transactions that accounted for 34% of total value. the largest transaction in question involved Bank of America announcing its intent to sell a 5.44% stake in china construction Bank’s H-shares to a group of investors including temasek Holdings and cItIc Securities for US$8.3bn – completion is expected to take place in the third quarter of 2011. In addition to this transaction, ping An Insurance has agreed to acquire 18.85% stake in Shenzhen Development Bank. Both china-based companies, the transaction is valued at US$3.1bn, making it the third largest deal across all geographies and sectors.

on the other hand, the consumer sector also saw vigorous activity with 23 transactions accounting for 32.9% of deal value in the Asia-pacific region. case in point, Uk-based SAB miller, the world’s second-largest brewer, announced its takeover bid for Australia-based foster’s group after a previous rejection by foster’s board. the offer is valued at US$11.6bn, making it the month’s largest deal. the second largest transaction in the sector involved yet another food and beverage deal, when Japan-based Asahi group announced its intent to acquire new Zealand-based flavored Beverages group in a deal valued at US$1.3bn.

…in major marketsIn light of these large deals, 74% of deal value seen in August involved acquisitions of chinese and Australian targets. However, in terms of volume, these two locations accounted for almost half of transactions as well. over the month, china attracted the largest deal volume with 54 transactions valued at approximately US$18bn, with purchases spanning a number of sectors including Automotive, financial Services, Industrials, energy & mining, and consumer quite evenly. After the stake acquisition of china construction Bank, the financial Services sector realised the greatest value.

Australia closely trailed china over the month with 31 deals valued at US$17bn. While six of the top ten largest deals took place in the energy & mining sector, a few other sectors gained attention. In addition to the aforementioned SAB miller deal in the consumer sector, private equity played a large role in Australian m&A in August. In particular, Bain capital, the US-based private equity firm and the management of mYoB, the Australia-based business software developer, agreed to acquire an undisclosed majority of mYoB from a consortium led by Archer capital, the Australia-based private equity firm, for an estimated value of US$1.2bn.

Mining M&A still burning hotLooking ahead, m&A in the energy & mining sector is set to remain strong throughout Asia despite volatile commodity prices. According to mergermarket proprietary intelligence, San miguel corporation, the philippines-based conglomerate, is reported to be actively seeking out coal companies in order to complement its growing portfolio of power generation plants. the company prefers to acquire in Indonesia, which is geographically closer to the philippines, as opposed to other coal hotspots in Asia-pacific like Australia or mongolia. In another potential coal deal, thailand-based Banpu announced a US$504m takeover offer for the remaining 86% of shares in mongolia-based Hunnu coal in order to develop larger operations in mongolia. Banpu is also reportedly planning further acquisitions in Indonesia, Australia, china and possibly Africa.

AUgUSt experIenceD A reSUrgence of DeALS AcroSS ASIA-pAcIfIc m&A mArketS After montHS of tepID ActIvItY. In termS of voLUme, m&A reBoUnDeD SIgnIfIcAntLY SeeIng 181 DeALS, mArkIng A 27.5% gAIn over tHe prevIoUS montH. m&A vALUeS for AUgUSt totALeD US$47Bn, A 60% IncreASe from tHe prevIoUS montH AnD ALmoSt A 50% IncreASe over tHe montHLY AverAge YeAr-to-DAte. LookIng At voLUme AnD vALUe In tAnDem, BIDDerS Spent An AverAge of US$260m per DeAL over tHe montH, reSULtIng In A 41.5% IncreASe from tHe YeAr-to-DAte fIgUre.


ASIA-PAcIfIc

top DeALS

Top 10 AsIA-pAcIfIc Announced deALs of The MonTh (Aug-11)Announced Bidder company Target company Target dominant

sectorseller company exit multiples (x) Bid premia

1-day beforedeal value

(us$m)Revenue eBITdA p/e

17-Aug-11 SABmiller plc foster's group Limited consumer 4.6 13.6 9.1 -0.6% 11,630

17-Aug-11 ping An Insurance (group) company of china Ltd

Shenzhen Development Bank co Ltd (18.85% stake)

financial Services

n/a n/a 8.8 -1.4% 3,132

08-Aug-11 fc residential Investment corporation

Ichigo real estate Investment corporation

real estate n/a n/a - 2,225

16-Aug-11 Southwest Securities company Ltd

guoDu Securities co Ltd financial Services

n/a n/a 32.0 - 1,765

26-Aug-11 consortium for coal & Allied Industries Limited

coal & Allied Industries Limited (14.09% stake)

energy, mining & Utilities

5.1 9.6 15.2 6.1% 1,591

18-Aug-11 Asahi group Holdings Ltd

flavoured Beverages group Holdings Limited

consumer pacific equity partners; and Unitas capital pte Ltd

- 1,270

21-Aug-11 Bain capital LLc mYoB Limited (undisclosed majority stake)

tmt Harbourvest partners LLc; and Archer capital pty Ltd

- 1,249

01-Aug-11 Hainan Airlines group company Limited; and Bravia capital Hong kong Limited

ge Seaco SrL financial Services

ge capital corporation; and Seaco Ltd

n/a n/a - 1,049

29-Aug-11 china Zhengtong Auto Services Holdings Limited

ScAS Investment co Ltd consumer 8.9 - 862

11-Aug-11 power corporation of canada; china South Industry Asset management co Ltd; and Shandong rural economy Investment & Development coLtd

china Amc (31.00% stake) financial Services

cItIc Securities co Ltd

n/a n/a - 805

Based on announced deals, including lapsed and withdrawn bids Based on dominant geography of target company being Asia-pacific Data correct as of 05-Sep-11


18

ASIA-PAcIfIc

Monthly M&A Insider

trenD grApHS

AsIA-pAcIfIc M&A quARTeRLy TRend

0

20

40

60

80

100

120

140

160

180

Q311*

Q211

Q111

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Valu

e (U

S$bn

)


Num

ber of deals

0

100

200

300

400

500

600

700

800

900


0

5

10

15

20

25

Q311*

Q211

Q111

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Valu

e (U

S$bn

)


Num

ber of deals


0

10

20

30

40

50

60

70

80

90

100

AsIA-pAcIfIc M&A AnnuAL TRend AsIA pAcIfIc M&A AnnuAL pRIvATe equITy TRend

0

50

100

150

200

250

300

350

400

450

500

YTD 2011*201020092008200720062005


Num

ber of dealsValu

e (U

S$bn

)

0

500

1,000

1,500

2,000

2,500

3,000


0

10

20

30

40

50

60

70

YTD 2011*201020092008200720062005

Valu

e (U

S$bn

)


Num

ber of deals


0

50

100

150

200

250

300

350

AsIA-pAcIfIc M&A quARTeRLy pRIvATe equITy TRend

19

ASIA-PAcIfIc

Monthly M&A Insider

trenD grApHS

AsIA-pAcIfIc M&A geogRAphIc BReAKdoWn yTd 2011

vALUe voLUme

Australia

China

Hong Kong

India

Indonesia

Japan

Malaysia

Singapore

South Korea

Taiwan

Other

23.0%

3.0%

2.0%

10.0%

3.0%

10.0%

4.0%

9.0%

2.0%

8.0%

26.0%

Australia

China

Hong Kong

India

Indonesia

Japan

Malaysia

Singapore

South Korea

Taiwan

Other

17.0%

4.0%3.0%9.0%

4.0%

14.0%

3.0%

11.0%

2.0%7.0%

26.0%

AsIA-pAcIfIc M&A secToR BReAKdoWn yTd 2011

vALUe voLUme

17.0%

15.0%

5.0%

3.0%

15.0%

17.0%

3.0%

4.0%

3.6%

3.2%

5.0%4.0%

0.8%

4.0%


Consumer

Business Services

Technology

Financial Services



Transportation

Construction

Leisure

Real Estate

Media

Telecommunications

Agriculture

20.0%

13.0%

10.0%

11.0%

9.0%

4.0%

4.0%

6.0%

10.0%

4.3%2.9%

2.7%1.6%1.0%


Consumer

Business Services

Technology

Financial Services



Transportation

Construction

Leisure

Real Estate

Media

Telecommunications

Agriculture

20

ASIA-PAcIfIc

Monthly M&A Insider

AsIA-pAcIfIc M&A deAL sIze BReAKdoWn

vALUe voLUme

0

10

20

30

40

50

60

70

80

90

100

YTD 2011*201020092008200720062005


US$251m-US$500m

US$501m-US$2,000m

US$2,001m-US$5,000m

>US$5,001m

23.0%

18.8%

28.6%

9.4%

20.2%

19.2%

22.2%

27.1%

10.9%

20.7%

15.7%

17.1%

30.3%

12.6%

24.2%

29.6%

15.9%

22.1%

11.9%

20.5%

19.9%

16.5%

30.8%

11.2%

21.6% 20.9%

10.3%

27.5%

29.6%

11.7% 14.5%

15.9%

35.8%

12.5%

21.3%

Per

cent

age

75

80

85

90

95

100

YTD 2011*201020092008200720062005

1.0%

5.1%

4.6%

89.0%

1.1%

4.8%

4.8%

88.9%

0.9%

5.0%

5.4%

88.3%

0.9%

4.4%

5.7%

88.5%

0.9%

5.5%

5.3%

87.9% 88.5%

4.9%

4.7%

1.7% 0.9%

6.0%

5.8%

87.0%

0.3% 0.3% 0.2%0.4% 0.3%0.4% 0.4%


US$251m-US$500m

US$501m-US$2,000m

US$2,001m-US$5,000m

>US$5,001m

Per

cent

age

trenD grApHS


europe


eUrope

Industrials & Chemicals remains the most active sector in the region for the YtD 2011, with 691 deals announced, worth €63.6bn. Uk also remains the most active country in terms of m&A deals with 630 deals announced on the territory, for a total value of €61.9bn. Deals valued between €501m and €2bn represents most of the value of m&A deals in the region: €102.3bn.

Berlin prepares to take stake in EADS:the german government is set to take a stake in european aerospace company eADS after no buyers came forward for a portion of Daimler’s holding. Berlin has been seeking buyers for the 7.5% stake – a third of the holding controlled by the german car manufacturer – since February, but a senior official has now admitted the ongoing search is “hopeless”. the government views Daimler’s holding as a counterweight to the 22.5% held by the French government and French media group Lagardère – and a guarantee that production will stay in germany as well as France.

Daimler suggested its government intervene last February, after it could find no buyer. While Chancellor Angela merkel’s Christian Democrats were in favour, their free-market Free Democrat partners demanded another search. the government recently widened the hunt to include financial investors alongside strategic ones. But even one senior Free Democrat admitted to the Financial times that the “kfW-option” was now “the most likely”.

to maintain germany’s stake, kfW, the state-run development bank, would spend about €2.5bn buying Daimler’s 7.5% share and an additional 7.5% for the share that the carmaker wants to sell next year. A third of its stake is currently held by banks that have the right to sell it back to Daimler next year.

mr. Dieter Zetsche, Daimler’s Ceo, demanded in June that Berlin halt the “endless discussions” about the stake, indicating he wanted a deal before year-end – a deadline Berlin is now working towards. over the past few years, Daimler and successive governments have failed to rouse germany’s biggest companies, many of whom, for historical reasons, are wary of getting into the defence business.

But even proponents of the kfW-option view it as fraught and, at best, temporary. With a third of eADS in state hands, the company could find selling defence equipment to other governments tough. Berlin also fears losing Daimler’s expertise with the reduction of its stake.

officials expect Lagardère to sell its 7.5% stake after next spring’s French presidential election, freeing up Daimler to follow suit. mr. Louis gallois, eADS’ Ceo, said in June it was time to reform the shareholder structure. eADS needed “a solution that is sustainable in the long term”, which could include a bigger free float.

german officials said they would like to use Daimler’s cutting of its stake as a first step towards a “more sustainable ownership structure” - though it is not clear what they may have in mind. over the past years, germany and France have looked at creating a golden share for each government. However, they ditched the idea, fearing it would contravene legal rules in the netherlands, where eADS is incorporated.

Bank of Georgia set for full London listing:the London Stock exchange is set to get its first full listing of a company from the former Soviet republic of georgia: the Bank of georgia, the republic’s main bank.

Bank of georgia, which has more than a third of its local banking market, is intending to shift from having global depository receipts quoted on the LSe to a full premium listing, and to reincorporate as a Uk holding company. It is part of the flood of companies from former Soviet republics, mostly russia and kazakhstan, which have listed in London in recent years.

tHe top eUropeAn DeAL LASt AUgUSt WAS tHe ACqUISItIon oF AUtonomY CorporAtIon, tHe Uk BASeD provIDer oF InFrAStrUCtUre SoFtWAre, BY tHe US It gIAnt HeWLett-pACkArD – A trAnSACtIon vALUeD At ABoUt €7.15Bn. eUrope SAW 214 m&A DeALS WortH €29.9Bn In AUgUSt, A 12.8% DeCreASe In vALUe to JULY (€34.3Bn), AnD A 45% DeCreASe In voLUme (391 DeALS): It HAS Been tHe qUIeter montH oF tHe YeAr So FAr.

22

europe

Monthly M&A Insider

However, while many companies from the former Soviet region are dominated by single shareholders or “oligarchs” – in some cases leading to controversy and governance disputes – Bank of georgia is 95% institutionally held. With US$2.5bn in assets, the bank has grown rapidly in recent years, and now accounts for 36% of the georgian market by assets and loans and almost 35% by client deposits. It has about 860,000 retail clients in a country of 4.6m people and is also the leading corporate bank. the new Uk-based holding company would issue ordinary shares to existing gDr holders. the move from gDrs - which were listed in 2006 - to a premium listing is seen as a way of raising the bank’s appeal to Uk and international investors, according to people familiar with the situation.

It is hoped the listing will boost the liquidity of the shares from a trading volume of about $1m a day and increase market capitalisation from US$450m, as well as helping to position the bank for future membership of the FtSe 250 index.

the economy grew by 6.4% in 2010 and is forecast to expand by another 5.5% this year. modern banking services such as credit and debit cards have gone from being virtually unknown a decade ago to being commonplace. But there are still only 18,000 mortgages in the country – almost half provided by Bank of georgia. total loans in the country amount to only 29% of gross domestic product, compared with over 100% in developed markets. Bank of georgia, founded in pre-revolutionary times but nationalised during the Soviet era, has increased its assets a total of10 times over the past seven years. Its market value has risen by just US$20m over the same timeframe.

eUrope

23

europe

Monthly M&A Insider

top DeALS & expeCteD DeALS

Top 10 EuropEAn AnnouncED DEALS of ThE MonTh (AuG-11) Announced Bidder company Target company Target dominated

sectorSeller company Exit multiples (x) Bid premia

1-day before

Deal value(€m)revenue EBITDA p/E

18-Aug-11 Hewlett-packard Company

Autonomy Corporation plc technology 11.8 24.7 47.3 63.7% 7,154

02-Aug-11 Cheung kong Infrastructure Holdings Limited

northumbrian Water group plc


6.5 11.5 13.8 5.6% 5,483

15-Aug-11 transocean Ltd Aker Drilling ASA energy, mining & Utilities

6.8 14.3 28.7 98.4% 1,566

15-Aug-11 Cargill Inc provimi Holding Bv Consumer permira 0.9 10.3 1,500

01-Aug-11 Astrium nv vizada SAS telecommunications Apax partners SA 960

23-Aug-11 polskie gornictwo naftowe i gazownictwo SA

vattenfall Heat poland SA energy, mining & Utilities

vattenfall AB 880

24-Aug-11 Spx Corporation CLYDeUnIon pumps Limited


Clyde Blowers Limited 2.9 18.7 857

23-Aug-11 tauron polska energia SA

vattenfall Distribution poland SA


vattenfall AB 842

09-Aug-11 the european Bank for reconstruction and Development; and Luna Inc

ooo Lenta (43.2% Stake) Consumer August meyer (private Investor)

835

29-Aug-11 Alpha Bank SA eFg eurobank ergasias SA Financial Services -21.6% 751Based on announced deals, including lapsed and withdrawn bids Based on dominant geography of target company being europe Data correct as of 05-Sep-11


24

europe

Monthly M&A Insider

pIpELInE of EuropEAn ExpEcTED DEALSSituation Target company Sector potential bidder

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

Seller company Market cap/est.

value (€m)

comments

potential takeover target

SC energonuclear SA energy, mining & Utilities

BkB Co; Arcelormittal SA; enel SpA

government of romania

4,000 BkB Co, a South korea-based investment firm, is interested in acquiring a stake in energonuclear, the romanian power project company. However, a recent report noted that both enel and Arcelormittal could exercise the option of doubling their stakes in energonuclear to 18.3% and 12.4% respectively. the spokesperson did not comment on the possibility that BkB might end up with just 29.3% stake in the project

expected deal

energias de portugal SA energy, mining & Utilities

Centrais eletricas Brasileiras SA

morgan Stanley (t); Caixa Banco de Investimento (S); perella Weinberg partners (S)

government of portugal

1,748 eletrobras [eLet3, eLet6: BZ] may be close to choosing a financial advisor for the portuguese government’s sale of a 20% stake in eDp [eDp pL], said a sector source claiming knowledge of the matter.

expected deal

LCH.Clearnet Ltd Financial Services

London Stock exchange (LSe) plc; markit group Limited

1,000 London Stock exchange has revived talks over a €1bn offer for LCH.Clearnet. LSe faces stiff competition from markit which is reported to have already made an offer of around €500m

rumoured takeover

Derby Cycle Ag Consumer Accell group nv 198 Derby Cycles has dismissed as “implausible” Dutch rival Accell’s declared plan to hold no more than 22% of the listed german premium and electric bike maker

potential takeover target

Highview power Storage energy, mining & Utilities

matrix group (t) 100 Highview power Storage (Highview), the private British energy storage developer, is looking to raise £10m over the next six months, Chief executive officer gareth Brett said. the company has appointed matrix group as advisor, he added

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

top DeALS & expeCteD DeALS

europe


trenD grApHS

EuropEAn M&A quArTErLy TrEnD

0

100

200

300

400

500

Q311*

Q211

Q111

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Valu

e (€

bn)


Num

ber of deals

0

200

400

600

800

1,000

1,200

1,400

1,600

1,800

2,000


0

10

20

30

40

50

60

70

80

90

100

110

120

Q311*

Q211

Q111

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Buyout value Exit value Buyout volume Exit volume

Valu

e (€

bn)

Num

ber of deals

0

50

100

150

200

250

300

350

400

450

EuropEAn M&A AnnuAL TrEnD EuropEAn M&A AnnuAL prIvATE EquITy TrEnD

0

200

400

600

800

1,000

1,200

YTD 2011*201020092008200720062005


Num

ber of deals

Valu

e (€

bn)

0

1,000

2,000

3,000

4,000

5,000

6,000

7,000

8,000


0

50

100

150

200

250

300

YTD 2011*201020092008200720062005

Valu

e (€

bn)


Num

ber of deals


0

200

400

600

800

1,000

1,200

1,400

1,600

EuropEAn M&A quArTErLy prIvATE EquITy TrEnD

europe


trenD grApHS

EuropEAn M&A GEoGrAphIc BrEAkDown yTD 2011

vALUe voLUme

UK

CEE

Iberia

France

Nordic

Germany

Benelux

Italy

Others

8.6%

6.1%

7.4%

17.9%

14.2%

11.1%

14.1%

10.8%

9.9%

11.7%

9.1%

9.4%

5.5%20.4%

11.7%

12.0%

6.3%

13.9%

UK

CEE

Iberia

France

Nordic

Germany

Benelux

Italy

Others

EuropEAn M&A SEcTor BrEAkDown yTD 2011

vALUe voLUme

3.7%

20.3%

10.6%

5.8%

1.4%

2.5%

6.7%

0.1%

18.4%

10.3%

0.2%

1.4%2.1%

1.9%



Construction

Leisure

Transportation

Media

Telecommunications

Real Estate

Agriculture

Defence


Consumer

Business Services

Technology

Financial Services

14.6%8.3%

6.0%

7.0%

4.5%

7.2%

0.2% 1.0%

22.4%

15.4%

14.4%

4.3%

3.7%

3.2%

1.4%1.1%



Construction

Leisure

Transportation

Media

Telecommunications

Real Estate

Agriculture

Defence


Consumer

Business Services

Technology

Financial Services

europe


trenD grApHS

EuropEAn M&A DEAL SIzE BrEAkDown

vALUe voLUme

0

10

20

30

40

50

60

70

80

90

100

YTD 2011*201020092008200720062005

<€250m or undisclosed value

€251m-€500m

€501m-€2,000m

€2,001m-€5,000m

>€5,001m

15.1%

23.9%

10.1%

17.9%

33.0%

17.7%

23.2%

8.4%

15.7%

35.1%

16.4%

22.4%

8.3%

13.7%

39.2%

14.5%

19.9%

8.8%

16.6%

40.3%

20.3%

23.7%

9.0%

20.3% 16.9%

9.2%

29.9%

20.4%

26.7% 23.6% 22.6%

22.1%

29.6%

10.0%

15.7%

Per

cent

age

88

90

92

94

96

98

100

YTD 2011*201020092008200720062005

3.3%

0.7%

3.9%

91.6%

3.8%

0.9%

3.5%

91.4%

4.0%

0.9%

3.9%

90.8%

2.7%

0.6%

3.2%

93.1%

2.1%

0.6%

2.2%

94.9%

93.0%

2.8%

3.3%

0.7% 0.8%

3.7%

3.1%

92.1%

0.5% 0.5% 0.3%0.4% 0.4% 0.2% 0.2%

<€250m or undisclosed value

€251m-€500m

€501m-€2,000m

€2,001m-€5,000m

>€5,001m

Per

cent

age

28

Mid

dle east &

africa


Monthly M&A Insider

In August, the meA regIon sAw 22 deAls worth us$466m In deAl vAlue, A 72.6% decreAse In vAlue And A 54.5% decreAse In volume relAtIve to August 2010. thIs Is the lowest ever m&A ActIvIty result for August sInce 2002.

the mIddle eAst & AfrIcA

In August, financial services was the most active sector by volume in the me&A region with three deals in total. the most active sector saw Bnp paribas sA, the france based banking and financial services provider, make the cross border acquisition of a 60% stake in cadiz securities, the south Africa based securities and derivatives broker, from cadiz holdings limited, the south Africa based financial services company, for a deal value of us$22m.

however, the top deal of the month occurred in the consumer sector which, in turn, was pushed to the number one sector by deal value. After participating in public auctions, heineken n.v., the listed netherlands based beer brewer that owns and manages a portfolio of beer brands, reached a mile step in conquering the African beer market after the ethiopian government agreed to sell its two national breweries to the company. As it was reported earlier in 2011, dutch company heineken had planned to make two bids for the state owned breweries, for us$85m and us$78m, which turned out to be the highest. heineken decided to take the ethiopian investment in what is a relatively stable and growing beer market, and where there is lower malt-drink consumption than in neighbouring countries. this transaction comes at a time when ethiopia seems to be a promising investment market for various types of industries. features like political stability, improving economy, and the largest population among the African countries all contribute to ethiopia being an attractive opportunity for investors and large corporations interested in penetrating and expanding in the African market.

other two significant deals, in terms of value, occurred in the transportation sector. the government of sudan has acquired a 49% stake in sudan Airways, the sudan based airlines firm for a deal value of us$100m, and the services sector where visa Jordan card services company (vJcs), the Jordan based Atm services provider, was acquired by the uk based private equity firm Actis llp, via emerging markets payments holdings (emph), the uk based acquisition vehicle for a deal value of us$87m.

Russia’s Middle Eastern oil production expansion plans failinggazprom neft, part of the state-controlled gazprom group, has been excluded from the exclusive negotiations regarding a joint venture for the development of Iranian Azar and changuleh oil fields. After signing a memorandum of understanding in late 2009 and pursuing further negotiations for the us$1.5bn-us$2bn project development, the parties did not come to a mutual agreement in relation to the investment conditions. the russian company has been experiencing cooperation problems since the very beginning of the negotiations, one of the issues being gazprom neft’s investments strategy, were the economic sanctions imposed by un on Iran. the authorities of Iran are suffering difficulties in finding strategic long term investors for their energy investments. the country is under un sanctions for its nuclear programs. After the lapsing of the negotiations, gazprom will have to revise its strategy of oil production diversification. the company was planning to relocate 10% of its oil production outside of russian territory (e.g. by entering joint ventures with oil-rich countries in middle east to sell the oil on the european market) and gazprom neft was planning to increase the oil output by 40bn tones to 100bn tones, by 2020. russia is one of the world’s top three oil producers however, due to depleted fields in the russian west-siberia, it has to face forthcoming challenges in exploring new oil deposits. In relation to the middle east expansion, a possible development would be to start using the domestic fields in low populated russian far east regions of yakutia, magadan, chukotka. these fields are located around 4000 kilometres east from russia’s capital, moscow.

29

Mid

dle east &

africa

Monthly M&A Insider

Expected M&A activity several expected deals in the coming months involve the industrial, media, pharmaceuticals and financial services sectors.

the saudi-listed industrial firm, saudi vitrified clay pipe company, is expected to sign a final agreement to acquire all shares of Arabian company for water pipe Industry ltd. the companies have already signed a memorandum of understanding at the end of August and are still evaluating the deal. the final agreement is expected to be reached after receiving the approval by the shareholders and the entities concerned.

the uAe-listed state owned financial services firm, mubadala development, which has us$27bn in assets under management, is expected to invest in the media and pharmaceuticals sectors with the aim of further diversifying its revenues.

the Israeli financial firm, dexia Israel, is still looking for a sale as its board has turned down the offer of about €105m made by Bank of Jerusalem at the end of may to buy the company.

santam, the south African short-term insurance company owned by sanlam, is in process to acquire three companies in ghana, nigeria and malawi this year for up to us$28m. negotiations are expected to end by december this year.

the mIddle eAst & AfrIcA

30

Mid

dle east &

africa

Monthly M&A Insider

top deAls

Top 10 MIddlE EAsTERn & AfRIcAn AnnouncEd dEAls of ThE MonTh (AuG-11) Announced Bidder company Target company Target dominated

sectorseller company Exit multiples (x) Bid premia

1-day before

deal value(us$m)Revenue EBITdA p/E

22-Aug-11 endeavour mining corporation

Adamus resources limited

energy, mining & utilities

281.2 3.8% 292

11-Aug-11 heineken nv Bedele Brewery share company; and harar Brewery share company

consumer government of ethiopia

163

28-Aug-11 government of sudan sudan Airways (49.00% stake)

transportation Aref Investment group

100

16-Aug-11 emerging markets payments holdings

visa Jordan card services company

Business services

87

01-Aug-11 g capital limited; gurmen group

Adabank As financial services

turkish savings deposit Insurance fund

75

01-Aug-11 Incredimail ltd. smilebox Inc tmt 40

25-Aug-11 salesforce.com Inc navajo systems computer software

Jvp media labs; dan gross (private Investor); david movshovitz (private Investor); and doron Abram (private Investor)

30

05-Aug-11 luxottica group spA erroca consumer michael wolf (private Investor); and yosef wolf (private Investor)

0.8 29

21-Aug-11 frutarom Industries ltd Aromco limited consumer keith Brown (private Investor)

1.9 25

05-Aug-11 china African precious metals (pty) ltd

pamodzi gold limited (orkney mine)

energy, mining & utilities

22

04-Aug-11 Bnp paribas sA cadiz securities (60.00% stake)

financial services

cadiz holdings limited

22

Based on announced deals, including lapsed and withdrawn bids Based on dominant geography of target being middle east or Africa data correct as of 05-sep-11

source: mergermarket

31

Mid

dle east &

africa

Monthly M&A Insider

trend grAphs

MIddlE EAsTERn & AfRIcAn M&A quARTERly TREnd

0

20,000

40,000

60,000

80,000

100,000

120,000

Q311*

Q211

Q111

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105

Valu

e (U

S$m

)


Num

ber of deals

0

20

40

60

80

100

120

140

160


0

1,000

2,000

3,000

4,000

5,000

6,000

7,000

Q311*

Q211

Q111

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Q406

Q306

Q206

Q106

Q405

Q305

Q205

Q105


Num

ber of dealsValu

e (U

S$m

)

0

5

10

15

20

25

MIddlE EAsTERn & AfRIcAn M&A AnnuAl TREnd

MIddlE EAsTERn & AfRIcAn M&A AnnuAl pRIvATE EquITy TREnd

0

20

40

60

80

100

120

140

160

YTD 2011*201020092008200720062005


Valu

e (U

S$bn

)

Num

ber of deals

0

50

100

150

200

250

300

350

400

450

500


0

2

4

6

8

10

12

14

YTD 2011*201020092008200720062005


Valu

e (U

S$bn

)

0

10

20

30

40

50

60

70

Num

ber of deals

MIddlE EAsTERn & AfRIcAn M&A quARTERly pRIvATE EquITy TREnd

32

Mid

dle east &

africa

Monthly M&A Insider

trend grAphs

MIddlE EAsTERn & AfRIcAn M&A GEoGRAphIc BREAKdoWn yTd 2011

MIddlE EAsTERn & AfRIcAn M&A sEcToR BREAKdoWn yTd 2011

vAlue

vAlue

volume

volume

15.3%

0.4%0.1%

0.3%

19.7%

16.0%

5.1%

5.5%

2.3%

0.5%

0.7%

5.0%

29.2%


Consumer

Energy, Mining & Utilites

TMT

Financial Services

Business Services


Transportation

Construction

Real Estate

Leisure

Defence

Agriculture

1.0%

21.9%

3.3%2.4%

0.5%1.8%

0.3%0.3%

0.1%

0.5%

9.9%

11.7%

4.8%4.2%

4.3%

2.2%

3.9%

9.5%

9.1%

4.9%

2.3%

1.2%

South Africa

Israel

United Arab Emirates

Saudi Arabia

Nigeria

Egypt

Morocco

Kuwait

Jordan

Qatar

Kenya

Tunisia

Ghana

Sudan

Ethiopia

Iraq

Mozambique

Zimbabwe

Algeria

Libya

Namibia

Swaziland

3.4%3.4%

1.7% 1.1%0.6%

3.4%

13.2%

16.1%

16.7%

8.6%

8.6%

10.9%

12.1%


Consumer

Energy, Mining & Utilites

TMT

Financial Services

Business Services


Transportation

Construction

Real Estate

Leisure

Defence

Agriculture

37.2%

2.6%

4.9%

2.7%

5.5%

20.6%

7.7%

3.7%

0.7%

0.7%

0.9%3.2%

0.5%

2.7%2.2%

<0.1%<0.1%

0.4%3.0%0.1%

South Africa

Israel

United Arab Emirates

Saudi Arabia

Nigeria

Egypt

Morocco

Kuwait

Jordan

Qatar

Kenya

Tunisia

Ghana

Sudan

Ethiopia

Iraq

Zimbabwe

Algeria

Libya

Namibia

33

Mid

dle east &

africa

Monthly M&A Insider

trend grAphs

MIddlE EAsTERn & AfRIcAn M&A dEAl sIZE BREAKdoWn

vAlue volume

0

10

20

30

40

50

60

70

80

90

100

YTD 2011*201020092008200720062005

12.1%

21.5%

54.8%

5.1%5.0%

86.4%

13.3%

11.3%

67.2%

17.5%

19.0%

47.7%

19.2%

13.2%

53.2%

67.0%

11.6%

11.0%

14.6%

10.3%3.1%

7.3%14.1% 12.9% 9.3%

11.8%

9.3%

63.3%

1.3% 0.4% 0.9% 1.7% 1.6% 1.1% 1.1%

<US$14.9m or undisclosed value

US$15m-US$100m

US$101m-US$250m

US$251m-US$500m

>US$501m

Per

cent

age

0

10

20

30

40

50

60

70

80

90

100

YTD 2011*201020092008200720062005

34.8%

10.7%

8.6%

5.6%

34.0%

14.2%

6.2%

9.2%

32.6%

15.4%

5.7%

7.2%

36.8%

11.2%

5.7%3.8%

32.4%

13.2%

4.1%3.4% 5.8%

5.1%

33.4%

11.3%10.3%

5.7%

40.3%36.4%

39.1%42.5% 47.0% 44.4% 43.7%

31.0%

9.2%

<US$14.9m or undisclosed value

US$15m-US$100m

US$101m-US$250m

US$251m-US$500m

>US$501m

Per

cent

age


aBO

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ExEcuTIvE MAnAGEMEnT

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ExEcuTIvE sAlEs

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colin schopbach regional director, europe tel: +44 20 7422 6100

Anna scott regional director, europe tel: +44 20 7422 6100

hakema El-hadad regional director, northern Africa tel: +33 (0) 1 40 06 13 10

Mark finnie regional director, hong kong tel: +852 2536 2534

Ari lee regional director, Asia-pacific tel: +852 9855 3758

vincent lork regional director, south Asia tel: +65 6248 4602

chris Robilliard regional director, Australia & new zealand tel: +612 8667 3064

Manuel Bentosinos regional director, mexico tel: +52 55 9171 2237

Ana paula Macêd Távora de castro regional director, south America tel: +55 11 9908 0858

felipe cunha regional director, Brazil tel: +55 11 3568 2429

Will Brown regional director, canada tel: +1 514 877 5177

hank Gregory svp, western canada & us tel: + 604 603 4360

Ryan MacMillan regional director, canada tel: +1 416 214 2448

Michael Kennedy regional director, Boston tel: +1 207 829 4369

Ross Whittaker regional director, new england tel: +1 617 266 0189

forrest R. doane regional director, new york tel: +1 917 934 7341

Adam Kuritzky regional director, new york tel: +1 917 934 7340

shelle Martin regional director, new york tel: +1 212 229 6613

John McElrone regional director, new york tel: +1 212 229 6656

Matthew Mezzancello regional director, new york tel: +1 917 934 7346

steve piccone vice president, new york tel: +1 212 229 6883

William polese regional director, new york tel: +1 212 229 6612

paul Kleinkauf regional director, southeast tel: +1 404 602 3251

scott haugen regional director, minnesota tel: +1 651 632 4375

Anthony crosby regional director, chicago tel: +1 312 674 6511

Mark plaehn regional director, chicago tel: +1 312 674 6527

Brian Gilbreath regional director, omaha tel: +1 404 934 8085

nicholas Renter regional director, dallas tel: +1 214 754 2100

Andrew Buonincontro regional director, palo Alto tel: +1 650 493 1400

Erik sandie regional director, palo Alto tel: +1 650 493 1400

dan phelan regional director, los Angeles tel: +1 213 253 2139

Jay loyola regional director, Irvine tel: +1 949 622 0663

hans schumann regional director, san diego tel: +1 760 635 0830

david yeary vice president, datasite life sciences tel: +1 415 307 4414

James snaza director, life sciences tel: +1 651 632 4585

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disclaimer

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

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

The following notes pertain to data contained in this publication:

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

• where no deal value has been disclosed, deals are included if the turnover of the target is greater than or equal to €10m.

• deals are included in the graphs and top deals in each section based on the dominant geography and dominant sector of the target company. data underlying the league tables are based on deals where the bidder, target or parent geography of either is that of the geography in focus.

• ytd 2011 refers to the period 01-Jan-11 to 31-Aug-11. Q3 2011 refers to the period 01-Jul-11 to 31-Aug 11.

Documents

A mergermArket report on globAl m&A ctivityA Monthly M&A