ear DEAL DRIVERS EMEA - Amazon S3€¦ · and service that operates 24/7/365. Stakeholders all around the world can upload and access deal information in real time, on an easy-to-use

DEAL DRIVERS EMEAThe comprehensive review of mergers and acquisitions in the EMEA region

2013

Full-yearedition

Published by:

In association with:

Drive your deal with Merrill DataSite.

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Cross border M&A is an essential growth strategy, with more and more companies expanding their geographic scope and presence through cross border acquisition. But the successful close of an international deal is dependent on expertise. Merrill DataSite bring decades of experience to your transaction with our award winning technology and service that operates 24/7/365. Stakeholders all around the world can upload and access deal information in real time, on an easy-to-use platform, available in nine different languages. Our multilingual customer support team work around the clock, speak 27 languages, and are there when you need them no matter where you are.

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03

DEAL DRIVERS – EMEA

Foreword 04

EMEA Heat Chart 05

All Sectors 06

Financial Services 14

Industrials & Chemicals 18

Energy, Mining & Utilities 22

Consumer 26

Telecoms, Media & Technology 30

Transportation 34

Pharma, Medical & Biotech 38

Construction 42

The Middle East & North Africa 46

About Merrill Corporation 50 and Merrill DataSite

Merrill Corporation Contacts 52

contents

about MergerMarket

Mergermarket is an unparalleled mergers and acquisitions intelligence tool. In any market, the life blood of advisers is deal flow. Mergermarket is unique in the provision of origination intelligence to the investment banking, legal, private equity, acquisition finance, public relations and corporate markets.

With an unrivalled network of journalists and analysts covering M&A in Europe and North America, Mergermarket generates proprietary intelligence and delivers it,

together with daily aggregated content, on its Mergermarket.com platform and by real-time email alerts to its subscribers.

This wealth of intelligence, together with a series of deal databases, individual and house league tables, profiles and editorial, has proven time and time again that this product can, and does, provide real revenues for Mergermarket’s clients. This is apparent when you see that Mergermarket is used by over 400 of the world’s foremost advisory firms to assist in their origination

process. Mergermarket is not interested in news, by then the opportunity has usually passed. Mergermarket focuses on revenue generating intelligence and proves daily that it is one of the most useful and powerful tools for the M&A market.

Drive your deal with Merrill DataSite.

Drive your cross border deal in confidence with the world’s leading virtual data room.

Cross border M&A is an essential growth strategy, with more and more companies expanding their geographic scope and presence through cross border acquisition. But the successful close of an international deal is dependent on expertise. Merrill DataSite bring decades of experience to your transaction with our award winning technology and service that operates 24/7/365. Stakeholders all around the world can upload and access deal information in real time, on an easy-to-use platform, available in nine different languages. Our multilingual customer support team work around the clock, speak 27 languages, and are there when you need them no matter where you are.

Choose Merrill DataSite - the smart, simple, secure global partner in your cross border deal.

To find out more, or to arrange a demonstration of our VDR solution,call +44 (0)845 602 6916, email [email protected], or visit www.datasite.com today.

www.datasite.com

04


foreword

Welcome to the full-year 2013 edition of Deal Drivers EMEA, published by Mergermarket in association with Merrill DataSite. This report provides an extensive review of M&A activity across Europe, the Middle East and North Africa, offering a detailed analysis of specific sectors and regions, and identifying emerging trends in dealmaking for the upcoming year.

With global economic conditions improving and the future of the Eurozone now looking more assured, the climate for M&A in the European region is perhaps now the strongest it has been since the onset of the financial crisis. This is reflected in M&A activity, with the second half of 2013 recording the highest volume of deals since the first half of 2008.

Activity was bolstered by a pickup in dealmaking across most European countries, with the UK & Ireland and the Germanic countries driving the increase. But there were signs of life elsewhere, particularly in Southern European states. Here there is growing momentum amid recognition that depressed valuations mean that there are bargains to be had.

This uptick in dealmaking was also reflected in the number of private equity exits, with volumes during 2013 up by a substantial 18% year-on-year (YoY). 2013 also registered the highest number of European exits since 2007. This was partly thanks to renewed appetite for IPOs as well as the continued trend for secondary buyouts, which has been key to supporting activity in the private equity space over the past three years.

In terms of sectors, TMT drove many of the year’s largest deals. Financial Services and Energy, Mining & Utilities saw their influence wane, while the Consumer and Pharma, Medical & Biotech sectors gained momentum.

In the MENA region the market is also showing signs of renewed dynamism. Dealmaking in 2013 registered an 11% increase in volumes on the previous year to hit its highest level since 2007. The outlook in the MENA now looks the strongest that it has been for the past two years, partly on the back of a more optimistic outlook for the global economy. This is despite continued political instability, which has put downwards pressure on M&A activity since the Arab Spring of 2011.

The following pages provide a detailed review of EMEA region M&A during 2013, drawing from extensive geography and sector-based data, and from the expertise of Mergermarket journalists. We hope you find this full-year edition of Deal Drivers EMEA useful and informative and, as always, we welcome your feedback.

05


eMea Heat cHart

The latest EMEA Mergermarket Heat Chart, which tracks “companies for sale” stories from August 2013 to January 2014, suggests that dealmaking activity during the first half of 2014 is likely to maintain the strong momentum seen during the second half of 2013.

This latest analysis suggests that Central & Eastern Europe (CEE) is set to be the hottest region for M&A activity, followed by the UK & Ireland and then the Germanic region. In terms of sectors, the Consumer space looks set to register the highest number of deals, having leapfrogged both the Industrials & Chemicals and TMT sectors over the past six months.

In the CEE, dealmaking is being supported by rapid consolidation in the Industrials & Chemicals space, as well as attractive opportunities across the Consumer, TMT and Energy, Mining & Utilities sectors. This activity is being driven by Poland, where resilient economic growth has made the market attractive to corporates across Europe, and by Ukraine, which is currently

undergoing a round of consolidation across multiple sectors and has also been targeted for investment by Russian acquirers.

The UK & Ireland has displaced the Germanic region in second position, thanks partly to a spike in potential deals in the TMT sector. The UK has traditionally had a very strong media sector and this is now being complemented by a rising number of successful technology companies that are consolidating and also attracting the attention of US acquirers.

The Germanic region, meanwhile, looks set to maintain a strong deal flow within its huge Industrials & Chemicals sector, and is also bolstered by a high number of potential deals in the Consumer sector. The Consumer sector also dominates in fourth-placed Italy, where dealflow is being bolstered by stress-driven consolidation and by high global demand for Italy’s bevy of luxury brands.

CEE (excl.

Russia)

UK & Ireland

Germanic Italy Russia Nordic Middle East & North Africa

Benelux SEE France Iberia total

Consumer 74 58 80 107 51 49 25 35 47 46 26 598

Industrials & Chemicals 89 61 88 89 45 44 27 26 25 38 15 547

TMT 76 95 67 33 38 37 46 47 7 45 16 507

Energy, Mining & Utilities 73 67 30 38 39 42 31 27 22 11 9 389

Financial Services 56 62 42 30 32 16 34 21 28 11 7 339

Business Services 38 72 40 21 24 16 16 21 5 26 24 303

Pharma, Medical & Biotech 30 28 46 13 5 41 30 15 8 13 8 237

Leisure 29 48 20 13 10 6 7 12 54 9 9 217

Transportation 31 7 14 12 19 24 4 15 12 4 9 151

Construction 27 8 28 4 20 19 8 6 5 8 14 147

Real Estate 24 6 11 6 12 5 19 13 5 5 5 111

Agriculture 30 1 1 20 3 3 2 4 1 65

Defence 4 3 1 1 4 1 4 18

Other 7 1 1 2 1 12

Government 2 1 2 2 1 8

total 583 523 467 367 317 303 257 240 227 222 143 3649

Hot warm cold

70 40 10

60 30 5

50 20 0

Note: Mergermarket’s Heat Chart of predicted deal flow is based on the intelligence collected in our database relating to companies rumoured to be up for sale, or officially up for sale in the EMEA region. It is therefore indicative of areas that are likely to be active in the months to come. The intelligence comes from a range of sources, including press reports, company statements and our own team of journalists gathering proprietary intelligence from M&A practitioners across the region. The data does not differentiate between small and large transactions, nor between deals that could happen in the short or long-term.

Note: The Intelligence Heat Chart is based on “companies for sale” tracked by Mergermarket in the EMEA region between 01/08/2013 and 31/01/2014. Opportunities are captured according to the dominant geography and sector of the potential target company.

06

DEAL DRIVERS – EMEA - ALL SECTORS

all sectors

All SECTorS

A sizeable spike in dealmaking in the final quarter of 2012 led to a lull in activity during the first quarter of 2013, as M&A pipelines were restocked. This weak first quarter had a detrimental impact on figures for 2013 as a whole, with the value of dealmaking down by 14% YoY. This drop in deal value also reflects a reduction in the size of the largest transactions, with deals with a target valued at more than €5bn generating M&A worth €94.6bn, compared to €161.8bn in 2012.

Despite a drop in value, the number of deals during 2013 came in 4% higher than 2012. From the second quarter onward, dealmaking proved robust in terms of volumes, with quarterly figures near to their post-crisis highs. This bodes well for dealmaking in 2014 with a continued improvement in the economic backdrop potentially meaning that the smaller, bolt-on deals that characterised the past 12 months will be joined by an increased number of large, transformative transactions.

The high number of transformative deals seen in TMT may set the precedent in this regard, with the sector dominating the list of Europe’s largest deals during 2013. TMT has proven to be resilient during the protracted economic downturn, with key advances in the areas of mobile technology and communications allowing the sector to shrug off the weak operating environment and continue to deliver growth at a time when many other industries have struggled. This has meant that companies are willing to undertake large, transformative deals when executives in many other industries choose to wait and see how the market develops.

Large TMT deals during 2013 include Vodafone’s sales of its 45% stake in US-based Verizon for €94bn in June – a transaction that was swiftly followed by Vodafone’s own €7.7bn acquisition of Kabel Deutschland. Meanwhile, 02 owner Telefonica Deutschland made an €8.1bn bid for KPN’s German mobile division E-Plus for €8.1bn, with regulatory approval still pending. Earlier in the year, a move towards quad-play communications and international consolidation drove US-based Liberty Global to acquire the UK’s Virgin Media for €18.5bn.

This was the largest deal of the year with a European target and, with the deal involving the issuance of €2.7bn worth of junk bonds, also sets the scene for a comeback in large deals financed by debt.

Energy, Mining & Utilities deals accounted for the second largest proportion of dealmaking by value at 19.4%, but slipped sharply from a 30.8% share in 2012. Here dealmaking in the mining sub-sector was hit by a sharp decline in commodity prices, while transactions in the utilities space were impacted by an uncertain regulatory landscape and ailing power prices.

Financial services was the third busiest sector by value. Dealmaking in this space was supported by government rescue packages, as six of the top eight biggest deals were government-led buyouts. An ongoing round of retrenchment means the outlook for the banking sector looks generally muted but the insurance sector looks potentially set for a surge in transactions. Over the past two years, insurance companies have adopted a cautious approach, as a result of forthcoming regulations such as Solvency II. However, the sector is ripe for further consolidation and, with the regulatory environment now more settled, acquisitions look likely to move back up the agenda for growth-starved European insurers.

In the private equity space, buyouts fell slightly YoY by both value and volume. Secondary buyouts were important for maintaining momentum, with exits to another private equity sponsor accounting for 27% of all buyout volumes and 45% of value, up from 21% and 32% respectively in 2012. Major acquisitions of this type include BC Partners’ €3.3bn deal for Springer Science + Business Media Deutschland from EQT Partners and CVC’s €1.13bn acquisition of Italy’s Cerved Group from Bain Capital and Clessidra.

The picture for exits during 2013 was mixed, with volumes up by a hefty 18% compared to 2012, but value down by 16% over the same period. The sizeable rise in volumes meant that 2013 saw the highest number of European exits since 2007.

This can be taken as a positive indicator that PE firms that had struggled to find buyers for investments made during the height of the crisis have been buoyed by a surge in global equity prices and are now able to exit assets that had previously been hard to shift. Exit activity was also bolstered by a rise in the number of IPO exits, which included high profile deals such as Merlin Entertainment’s €1.14bn listing in November, and CVC’s listing of a stake in Belgian postal service bpost. This increase in the number of private equity backed listings helped the overall number of IPOs in Europe reach 142 with a value of €22.2bn in 2013 (up from 105 transactions worth €14.6bn in 2012).

While the 2013 figures provide a mixed picture of M&A activity during 2014, there are plenty of positives to take away, including a surge in the volume of dealmaking in the final nine months of the year and renewed life in the region’s IPO markets. Both of these factors set the stage for an increase in activity in 2014 and, if joined by a comeback in the number of large, transformational deals, would suggest that the M&A landscape really has turned a corner.

by James Hemsley

07


all sectorsToP 20 ANNoUNCED DEAlS For yEAr ENDINg 31 DECEMBEr 2013 (ANy EUroPEAN INvolvEMENT)

Announced Date

Status Bidder Company Target Company Sector Vendor Company Deal Value (€m)

02-Sep-13 P Verizon Communications Inc Verizon Wireless Inc (45% stake) TMT Vodafone Group Plc 94,065

16-Dec-13 P AerCap Holdings NV International Lease Finance Corporation Financial Services American International Group Inc

19,226

06-Feb-13 C Liberty Global Inc Virgin Media Inc TMT 18,485

09-Aug-13 L America Movil SAB de CV Koninklijke KPN NV (70.23% stake) TMT 17,001

28-Jul-13 P Publicis Groupe SA Omnicom Group Inc TMT 14,587

08-Apr-13 C Russian Grids OAO Federal Grid Company of Unified Energy System OAO (79.64% stake)

Energy, Mining & Utilities The Federal Agency for State Property Management

11,050

21-Jun-13 C Hellenic Financial Stability Fund National Bank of Greece SA (84.4% stake) Financial Services 8,677

24-Jun-13 C Vodafone Group Plc Kabel Deutschland Holding AG (76.57% stake)

TMT 8,634

23-Jul-13 P Telefonica Deutschland Holding AG E-Plus Mobilfunk GmbH & Co KG TMT Koninklijke KPN NV 8,550

24-Jun-13 C Eurasian Resources Group BV Eurasian Natural Resources Corporation Plc Energy, Mining & Utilities Kazakhmys Plc 7,772

28-Jun-13 C Hellenic Financial Stability Fund Piraeus Bank SA (81.01% stake) Financial Services 6,985

12-Apr-13 C Joh A Benckiser SE DE Master Blenders 1753 NV (84.95% stake) Consumer 6,575

20-May-13 C Actavis Inc Warner Chilcott Plc Pharma, Medical & Biotech 6,546

25-Jul-13 C Activision Blizzard Inc; and Leonard Green & Partners LP

Activision Blizzard Inc (53.75% stake) TMT Vivendi SA 6,175

18-Apr-13 L Royalty Pharma Elan Corporation Plc Pharma, Medical & Biotech 5,984

30-Apr-13 C Hellenic Financial Stability Fund Eurobank Ergasias SA (98.57% stake) Financial Services 5,839

24-Oct-13 L McKesson Corporation Celesio AG Pharma, Medical & Biotech Franz Haniel & Cie GmbH 5,598

02-Sep-13 P Microsoft Corporation Nokia Oyj (Devices and Services Business) TMT Nokia Oyj 5,440

26-Feb-13 C Royal Dutch Shell Plc Repsol SA (LNG Assets) Energy, Mining & Utilities Repsol SA 5,133

31-Mar-13 L Altimo Orascom Telecom Holding SAE TMT VimpelCom Ltd 4,982

C= Completed; P= Pending; L= Lapsed

08


all sectorsEUroPEAN M&A SPlIT By DEAl SIzE

VALUE VOLUME

Valu

e (€

bn)

Volu

me

>€5,001m

€2,001m - €5,000m

€501m - €2,000m

€251m - €500mm

€5m - €250m >€5,001m

€2,001m - €5,000m

€501m - €2,000m

€251m - €500mm

€5m - €250m

value not disclosed

qUArTErly M&A ACTIvITy – All SECTorS

VALUE VOLUME

Moving average trend line

Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant location of the target is in Europe.

Valu

e (€

m)

Volu

me

Quarter ended Quarter ended

Valu

e (€

m)

Volu

me

0

50,000

100,000

150,000

200,000

250,000

300,000

350,000

400,000

450,000

Q413

Q313

Q213

Q113

Q412

Q312

Q212

Q112

Q411

Q311

Q211

Q111

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

0

100

200

300

400

500

600

700

800

900

1,000

1,100

1,200

2013201220112010200920082007

435.0

263.9

109.888.9

105.7 98.5

58.5

86.9

94.6248.0

139.8

80.1140.1

160.6 146.4 141.1

161.8

52.7

89.6

113.1

59.5

96.6

101.4

45.085.2

66.5

87.6

67.730.8

98.6

62.1

116.1

184.6

93.4

152.3

0

200

400

600

800

1,000

1,200

1,400

1,600

1,800

Q413

Q313

Q213

Q113

Q412

Q312

Q212

Q112

Q411

Q311

Q211

Q111

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

0

500

1,000

1,500

2,000

2,500

3,000

3,500

4,000

4,500

5,000

5,500

6,000

6,500

7,000

2013201220112010200920082007

263266

180

86

1,954

3,301

1,712

3,466

1,768

3,183

1,852

2,713

1,473

2,100

2,507

2,714

3,282

2,849

28

2132

22

33

3615834

60

8

9

12 1311

150

156

174

80

130

152

14335

163167

09


all sectorsEUroPEAN BUyoUTS EUroPEAN ExITS

Volume

Volume

Value Volume

Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant location of the target is in Europe.

Based on dominant location of target and bidder and excludes all buyouts.

TrANSATlANTIC DEAlS

VALUE VOLUME

European bidder acquiring a North American target

North American bidder acquiring a European target

Total North American/ European deals

Valu

e (€

m)

Volu

me

Quarter ended

Quarter ended

Quarter ended

Quarter ended

Valu

e (€

m)

Volu

me

0

10,000

20,000

30,000

40,000

50,000

60,000

70,000

80,000

90,000

100,000

Q413

Q313

Q213

Q113

Q412

Q312

Q212

Q112

Q411

Q311

Q211

Q111

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

0

25

50

75

100

125

150

175

200

225

250

Q413

Q313

Q213

Q113

Q412

Q312

Q212

Q112

Q411

Q311

Q211

Q111

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

Valu

e (€

m)

Valu

e (€

m)

0

10,000

20,000

30,000

40,000

50,000

60,000

70,000

80,000

90,000

100,000

Q413

Q313

Q213

Q113

Q412

Q312

Q212

Q112

Q411

Q311

Q211

Q111

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

0

50

100

150

200

250

300

350

400

0

5,000

10,000

15,000

20,000

25,000

30,000

35,000

40,000

45,000

50,000

Q413

Q313

Q213

Q113

Q412

Q312

Q212

Q112

Q411

Q311

Q211

Q111

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

0

20

40

60

80

100

120

140

160

180

200

220

240

260

10


all sectorsMIx oF DEAlS By gEogrAPHIC rEgIoN

VALUE VOLUME

UK & Ireland

germanic

France

Italy

Iberia

Benelux

Nordic

Central & Eastern Europe

other

MIx oF DEAlS By INDUSTry SECTor

VALUE VOLUME

Industrials & Chemicals

Financial Services

Business Services

Consumer

Energy, Mining & Utilities

TMT

leisure

Transportation

Pharma, Medical & Biotech

Construction

real Estate

Defence

Agriculture

8.7%

22.6%

15.6%

6.3%

5.8%5.4%

7.6%

8.7%

19.3%

0.5%

20.6%

11.6%

15.1%

4.0%

9.5%

19.4%

2.2%

3.7%

0.4%

3.7%2.5%

6.8%

3.6%

21.5%

17.6%

11.9%5.7%

6.1%

8.3%

13.6%

11.8%

1.3%

14.5%

21.4%

8.0%

12.2%

14.9%

7.5%

4.2%

3.9%

0.2%1.6%

4.0%

6.3%

Based on announced deals, excluding those that lapsed or were withdrawn. Geographic region is determined with reference to the dominant location of the target.

Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant location of the target is in Europe. Industry sector is based on the dominant industry of the target.

11


all sectorsFINANCIAl ADvISErS

lEgAl ADvISErS

TOp 20 – RANKED BY VALUE TOp 20 – RANKED BY VOLUME


2012 2013 Company Name Value (€m)

Number of Deals

1 1 Goldman Sachs 279,121 142

6 2 JPMorgan 242,688 102

2 3 Morgan Stanley 240,468 106

7 4 Bank of America Merrill Lynch 203,394 82

3 5 Barclays 181,639 89

11 6 UBS Investment Bank 167,860 71

5 7 Citi 104,659 84

163 8 Guggenheim Partners 96,790 3

- 9 Paul J. Taubman 96,718 2

8 10 Rothschild 80,222 158

4 11 Deutsche Bank 78,592 65

12 12 BNP Paribas 78,304 89

10 13 Lazard 65,132 108

9 14 Credit Suisse 61,063 71

45 15 Moelis & Company 49,899 24

14 16 VTB Capital 34,179 17

18 17 HSBC 32,415 39

29 18 Credit Agricole 28,338 38

17 19 Societe Generale 28,197 60

38 20 EY 26,646 179


Number of Deals

30 1 De Brauw Blackstone Westbroek 162,198 58

26 2 Davis Polk & Wardwell 143,348 47

25 3 Jones Day 134,207 96

17 4 Simpson Thacher & Bartlett 133,051 44

14 5 Slaughter and May 130,556 51

1 6 Freshfields Bruckhaus Deringer 121,435 203

79 7 Debevoise & Plimpton 119,570 22

16 8 Wachtell, Lipton, Rosen & Katz 119,549 7

6 9 Weil Gotshal & Manges 111,888 95

169 10 Macfarlanes 101,127 33

2 11 Linklaters 93,574 198

3 12 Clifford Chance 77,598 171

8 13 Allen & Overy 75,409 176

12 14 Latham & Watkins 72,439 111

4 15 Cleary Gottlieb Steen & Hamilton 53,616 50

9 16 Cravath, Swaine & Moore 51,245 15

5 17 Skadden Arps Slate Meagher & Flom 50,720 56

7 18 White & Case 49,388 128

88 19 NautaDutilh 43,868 43

19 20 Shearman & Sterling 41,928 52


Number of Deals

2 1 DLA Piper 11,707 234


1 3 Linklaters 93,574 198

6 4 CMS 19,328 181

4 5 Allen & Overy 75,409 176


7 7 Baker & McKenzie 34,371 155

8 8 White & Case 49,388 128

12 9 Latham & Watkins 72,439 111

11 10 Hogan Lovells International 32,624 103

13 11 King & Wood Mallesons 13,409 102

9 12 Jones Day 134,207 96


10 14 Eversheds 3,218 87

30 15 Kirkland & Ellis 31,496 78

24 16 Herbert Smith Freehills 27,188 72

14 17 Ashurst 21,322 71

15 18 Norton Rose Fulbright 7,521 71

17 19 Loyens & Loeff 27,365 70

20 20 Pinsent Masons 2,670 63


Number of Deals

1 1 PwC 19,933 239

3 2 KPMG 19,946 200

5 3 EY 26,646 179

4 4 Deloitte 9,182 164

2 5 Rothschild 80,222 158


8 7 Lazard 65,132 108


10 9 JPMorgan 242,688 102

11 10 Barclays 181,639 89

18 11 BNP Paribas 78,304 89

17 12 BDO 2,525 87

15 13 Citi 104,659 84


16 15 M&A International 3,084 79




20 19 DC Advisory 3,196 62


The financial adviser league tables by value and volume have been run from 01/01/2013 to 31/12/2013, excluding lapsed and withdrawn deals. The tables are pan-European and cover all sectors.

The legal adviser league tables by value and volume have been run from 01/01/2013 to 31/12/2013 and include lapsed and withdrawn deals. The tables are pan-European and cover all sectors.

12


all sectorsFINANCIAl ADvISErS – MID-MArKET (€10M – €250M)

lEgAl ADvISErS – MID-MArKET (€10M – €250M)



The financial adviser mid-market league tables by value and volume have been run from 01/01/2013 to 31/12/2013, excluding lapsed and withdrawn deals. The tables are pan-European and cover all sectors.

The legal adviser mid-market league tables by value and volume have been run from 01/01/2013 to 31/12/2013 and include lapsed and withdrawn deals.The tables are pan-European and cover all sectors.


Number of Deals


2 2 PwC 5,086 69

3 3 KPMG 4,692 62

4 4 Lazard 4,004 31

8 5 EY 3,950 55


15 7 Citi 3,602 26

32 8 DC Advisory 2,909 27

10 9 Deloitte 2,848 52

14 10 Barclays 2,844 22


17 12 BNP Paribas 2,745 25


26 14 Canaccord Genuity 2,385 27

5 15 JPMorgan 2,349 19

20 16 UniCredit Group 2,343 26


28 18 SEB 1,931 17

47 19 Banca IMI/Intesa Sanpaolo 1,884 14

18 20 Nomura Holdings 1,854 11


Number of Deals




4 4 Allen & Overy 4,749 51

5 5 DLA Piper 4,045 70



7 8 White & Case 3,174 35





6 13 CMS 2,774 43

34 14 Eversheds 2,191 33


12 16 Jones Day 2,064 24


20 18 Travers Smith 2,001 26

10 19 Ashurst 1,988 30

17 20 Uria Menendez 1,852 23


Number of Deals

2 1 DLA Piper 4,045 70




4 5 Allen & Overy 4,749 51


5 7 CMS 2,774 43



8 10 White & Case 3,174 35


11 12 Eversheds 2,191 33


12 14 Ashurst 1,988 30


18 16 Travers Smith 2,001 26


9 18 Jones Day 2,064 24


14 20 Pinsent Masons 1,393 23


Number of Deals

1 1 PwC 5,086 69


2 3 KPMG 4,692 62

4 4 EY 3,950 55

5 5 Deloitte 2,848 52

6 6 Lazard 4,004 31


37 8 DC Advisory 2,909 27


20 10 Citi 3,602 26


17 12 BNP Paribas 2,745 25



19 15 Barclays 2,844 22

9 16 JPMorgan 2,349 19


11 18 Jefferies 1,848 18

24 19 SEB 1,931 17

29 20 BDO 670 17

13


all sectorsPr ADvISErS

Pr ADvISErS – MID-MArKET (€10M – €250M)



The PR adviser mid-market league tables by value and volume have been run from 01/01/2013 to 31/12/2013 and exclude lapsed and withdrawn deals.The tables are pan-European and cover all sectors.

The PR adviser league tables by value and volume have been run from 01/01/2013 to 31/12/2013 and exclude lapsed and withdrawn deals.The tables are pan-European and cover all sectors.


Number of Deals

2 1 RLM Finsbury 137,091 108

88 2 Tavistock Communications 123,321 13

15 3 Maitland (AMO) 121,612 76

19 4 Abernathy MacGregor Group (AMO) 114,441 31

12 5 Joele Frank Wilkinson Brimmer Katcher 105,896 15

4 6 FTI Consulting 76,037 156

1 7 Brunswick Group 52,834 119

6 8 Hering Schuppener Consulting (AMO) 41,165 30

10 9 Kekst (Publicis/MSLGROUP) 30,730 24

5 10 Powerscourt 28,507 17

31 11 College Hill 26,523 71

7 12 Sard Verbinnen & Co 25,841 27

22 13 M:Communications 20,411 12

16 14 Hill+Knowlton Strategies 19,071 17

17 15 CNC AG (Publicis/MSLGROUP) 16,248 12

109 16 Ketchum Inc/ Ketchum Pleon 15,346 10

18 17 Havas Worldwide Paris (AMO) 14,846 24

8 18 StockWell Communications 13,214 6

13 19 Citigate 12,861 68

21 20 Capital MSL (Publicis/MSLGROUP) 12,491 19


Number of Deals


4 2 RLM Finsbury 4,477 48


5 4 College Hill 2,481 34

6 5 Maitland (AMO) 2,415 31

3 6 Citigate 2,105 26

8 7 MHP Communications 1,342 20

23 8 Community Group 1,244 10

17 9 Tulchan Communications 1,112 16

24 10 Pelham Bell Pottinger 1,019 15

22 11 Image Sept 970 13

28 12 CityPress PR 969 17

16 13 Havas Worldwide Paris (AMO) 913 9

30 14 Buchanan Communications 853 15

62 15 Sard Verbinnen & Co 805 5

- 16 LLORENTE & CUENCA (AMO) 795 6

98 17 Newgate Communications 760 10

40 18 HeadLand Consultancy 760 7

13 19 Abernathy MacGregor Group (AMO) 671 9

19 20 Hering Schuppener Consulting (AMO) 670 6


Number of Deals


5 2 RLM Finsbury 4,477 48



7 5 Maitland (AMO) 2,415 31

4 6 Citigate 2,105 26





19 11 Buchanan Communications 853 15

25 12 Image Sept 970 13


47 14 Newgate Communications 760 10

101 15 ICR (Integrated Corporate Relations) 537 10

16 16 Havas Worldwide Paris (AMO) 913 9

23 17 Abernathy MacGregor Group (AMO) 671 9

11 18 Redleaf Polhill 506 9

9 19 Barabino & Partners 349 9

21 20 Image Building 388 8


Number of Deals



4 3 RLM Finsbury 137,091 108

6 4 Maitland (AMO) 121,612 76


3 6 Citigate 12,861 68

7 7 Barabino & Partners 5,097 42

22 8 Image Sept 4,654 40


18 10 Abernathy MacGregor Group (AMO) 114,441 31


11 12 Hering Schuppener Consulting (AMO) 41,165 30



16 15 Sard Verbinnen & Co 25,841 27

31 16 Greenbrook Communications 8,354 25

34 17 Buchanan Communications 1,560 25

12 18 Kekst (Publicis/MSLGROUP) 30,730 24

15 19 Havas Worldwide Paris (AMO) 14,846 24


14

DEAL DRIVERS – EMEA - FINANCIAL SERVICES

fInancIal serVIces

FINANCIAl SErvICES

Government bailouts, rescue packages and economic adjustment programmes dominated much of last year’s financial services M&A landscape. Six of the top eight deals by value were government-led buyouts, which accounted for 50.7% of those high ranking transactions. If, as has been suggested, the majority of the crisis clean-up work is nearing an end, activity this year could fall. With regulators keeping a closer eye on banking practices and most institutions’ focus now on keeping within tighter capital restraints, 2014 banking deal values specifically could take a nosedive.

A year of declineLast year saw a 16.2% dip in deal value compared to 12 months previous – €72.3bn versus €86.17bn – with only a rush of four Greek bailouts in the second quarter eclipsing any period in 2012. The largest deal of the year derived from one of the lesser core financial services subsectors – aircraft leasing – which saw Netherlands-based AerCap Holdings shell out €19.23bn to capture International Lease Finance Corp from American International Group.

More indicative of last year’s deal flow was the €25.5bn worth of investment that the Hellenic Financial Stability Fund pumped into National Bank of Greece, Piraeus Bank, Eurobank Ergasias and Alpha Bank, collectively. Add to these the Netherlands’ Government’s €2.2bn capital injection into SNS Reaal and it becomes a more representative picture of 2013.

While takeover talk has started to gain momentum surrounding UK-based Standard Chartered, mega banking deals are more likely to take a backseat. Most banks this year will steadfastly be focusing on maintaining financial stability and keeping in check capital equity tier 1 ratios, rather than making extravagant acquisitions. Eurobank is one potential takeover candidate, but looks more likely to attract attention from private equity firms rather than a rival bank.

Deals involving banks are more likely to be more closely aligned to capital markets than M&A throughout 2014, with Raiffeisen of Austria already successfully completing

a €2.78bn pre-placement. The early part of this year has seen fresh reports of a €45-85bn capital black hole among European banks that needs filling so as to comply with upcoming regulations. Such action could take the shape of further asset disposals, as has been common among banks over the last few years, with many of Europe’s institutions needing to slim down their assets. But finding a ready buyer has sometimes proved problematic. Deutsche Bank, Credit Agricole and Barclays have been singled out by a number of research reports as banks likely to need to resort to capital increases so as to stabilise their balance sheets.

As such, alternative deals and financing – including large rights issues, spin offs and floating businesses separately – are likely to trump M&A in this year’s banking strategy priorities. As 2013 saw a healthy renewed appetite for financial services listings, this is an avenue where activity could remain strong as confidence in capital markets hits new heights.

Insurance sector set for growthOutside of the banking sector, insurance could offer greater relief on the merger and acquisition front. Confidence is more buoyant in the insurance sector with some suggesting a return to a livelier year of activity, reminiscent of pre-crisis days. In contrast to the banking sector, insurance companies have stronger capital positions and a relative dearth of M&A over the past two years has meant insurers now have dedicated acquisition reserves. Growth has been largely limited to organic strengthening, but for many, a return to a phase of M&A is anticipated. With much of the insurance sector taking a more prudent approach in 2012 and 2013, with an eye on forthcoming regulations such as Solvency II, this year has the potential to reignite what has been a slow-burning acquisition deal count. European companies will not only be in a better position of strength to acquire, but smaller operators could also start again to attract the attention of Asian and US players.

In addition, 2014 could be a year when exchanges see more activity. Away from the rush of IPOs that 2013 provided, and

that this year is expected to continue, exchanges could once again ramp up their acquisition activity. This year will see the creation of the world’s largest exchange as IntercontintalExchange (ICE) completes its takeover of NYSE Euronext. The move could open the door for other exchanges to make reactionary moves as was seen during the last wave of exchange consolidation in 2011. Three years ago Deutsche Boerse came close to acquiring NYSE Euronext; only for the European Commission to rule that it would breach competition rules as the combined entity would house close to 100% of interest rate derivatives. But before the ruling, a host of other exchanges busied themselves looking for acquisition targets. While the ICE/NYSE deal is seen as primarily a US deal, two key components of NYSE are homed in Europe – Euronext and perhaps more importantly, Liffe. Euronext, the pan-European equity exchange, is being prepped to float while rumours have surfaced that the London Stock Exchange could be eyeing Asian partners.

by paul Francis-Grey

15


Announced Date

Status Bidder Company Target Company Vendor Company Deal Value (€m)

16-Dec-13 P AerCap Holdings NV International Lease Finance Corporation American International Group Inc 19,226

21-Jun-13 C Hellenic Financial Stability Fund National Bank of Greece SA (84.4% stake) 8,677

28-Jun-13 C Hellenic Financial Stability Fund Piraeus Bank SA (81.01% stake) 6,985

30-Apr-13 C Hellenic Financial Stability Fund Eurobank Ergasias SA (98.57% stake) 5,839

01-May-13 C Hellenic Financial Stability Fund Alpha Bank SA (83.66% stake) 4,021

06-Aug-13 C BPCE BPCE (20% stake) Natixis SA 3,352

13-Nov-13 C BNP Paribas SA BNP Paribas Fortis (25% stake) Government of Belgium 3,250

01-Feb-13 C Government of the Netherlands SNS Reaal NV 2,200

19-Feb-13 C ORIX Corporation Robeco Groep NV (90% stake) Rabobank NV 1,935

28-Nov-13 P The Co-operative Group Limited; The Co-operative Bank Plc (Creditors)

The Co-operative Bank Plc Financial Services 1,802

26-Apr-13 C China Construction Bank Corporation; Banco BTG Pactual SA; Onexim Group; Qatar Holding LLC; Norges Bank Investment Management AS; and State Oil Fund of the Republic of Azerbaijan

VTB Bank OAO (13.8% stake) 1,788

19-Feb-13 C Bancolombia SA HSBC Bank (Panama) SA HSBC Holdings Plc 1,669

01-Feb-13 C MetLife Inc Provida Internacional SA Banco Bilbao Vizcaya Argentaria SA 1,466

19-Feb-13 C Great-West Lifeco Inc Irish Life Group Limited Government of Ireland 1,299

08-Jan-13 C Assicurazioni Generali SpA Generali PPF Holding BV (25% stake) PPF Group 1,286


fInancIal serVIcesToP 15 ANNoUNCED DEAlS For yEAr ENDINg 31 DECEMBEr 2013 (ANy EUroPEAN INvolvEMENT)

16


VALUE VOLUME

UK & Ireland

germanic

France

Italy

Iberia

Benelux

Nordic


other

qUArTErly TrENDS

VALUE VOLUME



Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant location of the target is in Europe.Industry sector is based on the dominant industry of the target.

fInancIal serVIcesMIx oF DEAlS By gEogrAPHIC rEgIoN

16.3%

2.6%

7.1%

1.1%

8.6%

14.2%

0.8%10.6%

38.6%

26.2%

11.1%

7.1%

4.7%9.8%

6.9%

9.4%

20.3%

4.5%

Valu

e (€

m)

Volu

me

0

10,000

20,000

30,000

40,000

50,000

60,000

70,000

80,000

90,000

100,000

110,000

120,000

130,000

Q413

Q313

Q213

Q113

Q412

Q312

Q212

Q112

Q411

Q311

Q211

Q111

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

0

25

50

75

100

125

150

175

Q413

Q313

Q213

Q113

Q412

Q312

Q212

Q112

Q411

Q311

Q211

Q111

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107


17


fInancIal serVIcesFINANCIAl ADvISErS


lEgAl ADvISErS



Number of Deals


5 2 JPMorgan 35,262 16


28 4 BNP Paribas 32,923 15




12 8 Citi 21,434 10

17 9 Credit Agricole 19,501 3

1 10 Barclays 19,119 15

13 11 Lazard 11,553 11



15 14 Leonardo & Co 4,336 6

- 15 Natixis 3,500 2

- 16 Stephens 3,397 2

- 17 Ricol et Lasteyrie et Associes 3,352 2

- 18 Detroyat Associes 3,352 1


35 20 Deloitte 2,963 20


Number of Deals



- 3 NautaDutilh 21,426 4


7 5 A&L Goodbody 21,012 4




8 9 Allen & Overy 7,679 25

4 10 Sullivan & Cromwell 6,516 11


66 12 M&P Bernitsas 5,839 1

33 13 Torys 5,238 4



31 16 Bredin Prat 3,352 3


- 18= Goodmans 3,318 1

- 18= Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados

3,318 1



Number of Deals


5 2 KPMG 1,697 26


11 4 Deloitte 2,963 20


18 6 EY 525 17

7 7 JPMorgan 35,262 16


20 9 BNP Paribas 32,923 15

6 10 Barclays 19,119 15


9 12 PwC 1,360 15

8 13 Lazard 11,553 11

12 14 Citi 21,434 10


14 16 Evercore Partners 1,971 10




22 20 Mediobanca 2,274 8


Number of Deals




3 4 Allen & Overy 7,679 25


18 6 CMS 969 16





16 11 White & Case 1,827 11

34 12 Gide Loyrette Nouel 912 10



12 15 Norton Rose Fulbright 877 9

19 16 Ashurst 611 9

26 17 King & Wood Mallesons 58 9


138 19 Willkie Farr & Gallagher 3,045 8

21 20 Jones Day 1,922 8

The legal adviser league tables by value and volume have been run from 01/01/2013 to 31/12/2013, excluding lapsed and withdrawn deals. The tables are pan-European and cover the Financial Services sector.

The financial adviser league tables by value and volume have been run from 01/01/2013 to 31/12/2013 and include lapsed and withdrawn deals.The tables are pan-European and cover the Financial Services sector.

18

DEAL DRIVERS – EMEA - INDUSTRIALS & CHEMICALS

INDUSTrIAlS & CHEMICAlS

IndustrIals & cHeMIcals

In value terms, dealmaking in the industrial and chemicals sector fell sharply in 2013 to hit €55.4bn, down 29% from the €78.2bn seen in 2012.

Buoyant stock markets look set to restock the deal pipeline somewhat. But economic uncertainty means sector players have maintained a cautious approach overall, while private equity has been slow to clear the overhang of long-postponed exits.

“Stock valuations have gone up and balance sheets are very strong, but the recovery has been fragile,” a sector banker said. “It’s a confidence issue.”

Low interest rates and bountiful bank credit has increased PE’s competitiveness vis-à-vis strategic buyers, the same banker said. PE houses will therefore make their presence felt across the sector, branching out from building materials and chemicals to capital goods – the recent management buyout of Switzerland’s VAT Vakuumventile, backed by Capvis Equity Partners and Partners Group, attest to this dynamic, he said.

Broad economic recovery and higher multiples will make all-cash transactions rarer, the sector banker added.

At the same time, the outlook for M&A activity varies by geography. In Southern Europe, a downbeat macroeconomic outlook continues to hover over sector activity. German-speaking countries and the UK, with more robust expectations, can be expected to continue to enjoy the lion’s share of dealmaking. UK manufacturers are expected to enjoy the fastest growth in Europe for 2014, thanks to rising demand at home and abroad, according to a recent report by national manufacturers’ organisation, EEF.

While the industrial sector has been unusually quiet, plenty of potential takeover targets remain. These include precision toolmaker Renishaw, engineering group IMI and precision instrumentation and controls manufacturer Spectris. Rolls-Royce is also revving its engines in search of further targets after talks to acquire Wartsila’s marine unit – and, according

to unconfirmed rumours, the entire company – fell through.

The automotive industry is likely to further jolt the M&A landscape. After long negotiations, Fiat hammered out a deal with VEBA, the United Auto Workers-affiliated healthcare trust, to buy the 41.5% it does not already own in Chrysler in a transaction valued at €2.6bn.

The long-anticipated Peugeot-Dongfeng tie-up is one of the largest deals expected in 2014. However, it has triggered a separation with US-based General Motors after the strategic alliance failed to deliver on expectations.

With even Germany seeing a record low for new car registrations, car makers such as BMW, Mercedes and Volkswagen will need to adjust to the changing technological landscape adding to deal volumes. Acquisitions of specialist engine and digital technology providers could be part of the answer, two German automotive bankers said.

The European aerospace and defence sector could also bring good news to industrial dealmakers. The Airbus Group – formerly EADS – signalled that it could dump its 46.3% stake in Dassault, and might have not given up on its dream to execute a merger with BAE. But it is uncertain whether any of these potential deals could happen in 2014.

On the other hand, prospects for M&A among steelmakers appear bleak. The main players continue their divestment efforts despite little appetite for such assets after a prolonged spell of weak demand. Steel group Thyssenkrupp has signalled it will resume the sale of its Brazilian steel plant after failing to find a buyer for it last year.

Higher energy costs in EU countries such as Germany and Italy are also harming the competitiveness of European energy intensive industries compared to their US counterparts. Steel tycoon Lakshmi Mittal recently blasted EU emission reduction requirements as “unrealistic” in an article in the Financial Times.

The most notable deal of 2013 was the sale by Finland-based Outokumpu of German subsidiary Outokumpu VDM and Italy’s Acciai Speciali Terni to ThyssenKrupp.

This year, the insolvent Italian steel group Lucchini will see competing bids from Switzerland’s Klesch, the consortium Duferco-Feralpi-Acciaierie Venete and Tunisia’s SMC, the Tunisian industrial group headed by Ali Gammaghui.

For chemicals players, branching into value-added lines of business will remain a wellspring for M&A in 2014. This represents a continuation of existing trends, with European majors continuing to shed commoditised activities.

H2 2013 saw Akzo Nobel divest its building adhesives and a clutch of German paint stores, while the auction of casting-focused ASK Chemicals by Clariant and Ashland was in full swing as the year drew to a close. At the same time, the search for targets offering high-margin, differentiated activities and emerging-market presence continues apace, as illustrated by Solvay’s November acquisition of Brazil-based ERCA Quimica.

At the same time, emerging-market buyers are being invited to snap up assets in EMEA, where biofuel and biochemicals players have pinned their hopes on Asian investment to spur commercialisation. Geopolitics is driving corporate investors into resources-poor Asian countries, including China, to hunt for targets offering energy security.

COFCO (China National Cereals, Oils and Foodstuffs Corporation) is viewed as one such player. The state-owned Chinese agricultural conglomerate is a front-runner to acquire a minority stake in Dutch-Argentine agricultural commodities trading house Nidera as it seeks a foothold in oil and grainseed cultivation in Latin American countries.

by Riccardo Ghia, Benaiah Moses and Johannes Koch

19


Announced Date


31-Jul-13 P Schneider Electric SA Invensys Plc 3,464

18-Apr-13 C CVC Capital Partners Limited ista International GmbH Charterhouse Capital Partners LLP 3,100

06-Jun-13 C Volkswagen AG MAN SE (24.97% stake) 2,847

18-Nov-13 C Onexim Group Uralkali OAO (21.75% stake) Suleyman Kerimov Foundation 2,623

02-Dec-13 C Uralchem OJSC Uralkali OAO (20% stake) Mr. Filaret Galchev (Private investor); and Mr. Anatoly Skurov (Private investor)

2,180

05-Dec-13 P Merck KGaA AZ Electronic Materials SA 2,056

03-Jun-13 C Groupe Bruxelles Lambert SA SGS SA (15% stake) Exor SpA 2,019

10-Oct-13 C Oman Oil Company SAOC Oxea Gmbh Advent International Corporation 1,800

16-Jun-13 C Cinven Limited CeramTec GmbH Rockwood Holdings Inc 1,490

24-Sep-13 C Chengdong Investment Corporation Uralkali OAO (12.5% stake) 1,488

11-Feb-13 C H Intressenter AB Hoganas AB 1,412

29-Nov-13 P ThyssenKrupp AG Acciai Speciali Terni SpA; and Outokumpu VDM GmbH

Outokumpu Oyj 1,269

14-Jan-13 P Ardagh Glass Group SA Verallia North America Verallia SA 1,267

31-Oct-13 P Crown Holdings Inc Mivisa Envases SAU Blackstone Group LP; and N+1 Mercapital 1,200

14-Jun-13 C Triton Partners Befesa Medio Ambiente SA Abengoa SA 1,075


IndustrIals & cHeMIcalsToP 15 ANNoUNCED DEAlS For yEAr ENDINg 31 DECEMBEr 2013 (ANy EUroPEAN INvolvEMENT)

20


IndustrIals & cHeMIcalsMIx oF DEAlS By gEogrAPHIC rEgIoN

VALUE VOLUME

UK & Ireland

germanic

France

Italy

Iberia

Benelux

Nordic


other

VALUE VOLUME




qUArTErly TrENDS

17.2%

35.6%

5.0%

8.9%

6.1%

3.5%

8.3%

13.9%

1.5%15.1%

27.9%

11.3%7.3%

4.8%

9.0%

13.6%

7.9%3.0%

Valu

e (€

m)

Volu

me

0

10,000

20,000

30,000

40,000

50,000

60,000

Q413

Q313

Q213

Q113

Q412

Q312

Q212

Q112

Q411

Q311

Q211

Q111

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

0

50

100

150

200

250

300

350

400

Q413

Q313

Q213

Q113

Q412

Q312

Q212

Q112

Q411

Q311

Q211

Q111

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107


21


IndustrIals & cHeMIcalsFINANCIAl ADvISErS


lEgAl ADvISErS



Number of Deals

6 1 JPMorgan 13,599 12






10 7 Barclays 9,381 17

12 8 Lazard 8,429 27

15 9 BNP Paribas 7,341 19


320 11 VTB Capital 4,803 2

2 12 Citi 4,709 8


19 14 PwC 3,679 62

32 15 HSBC 3,429 8

- 16 Greentech Capital Advisors 3,243 3

16 17 EY 2,930 46

26 18 SEB 2,830 8

92 19 Leonardo & Co 2,714 8

- 20 Renaissance Capital 2,623 1


Number of Deals



7 3 White & Case 6,852 37



55 6 P+P Poellath + Partners 5,539 7



3 9 Hengeler Mueller 4,769 9

104 10 Bredin Prat 4,731 7


27 12 Allen & Overy 4,005 29





95 17 Gorrissen Federspiel 3,180 8


38 19 Hannes Snellman 2,970 8



Number of Deals

1 1 PwC 3,679 62

3 2 KPMG 990 52

2 3 EY 2,930 46


9 5 Lazard 8,429 27

5 6 Deloitte 1,715 27

8 7 Lincoln International 256 27

15 8 M&A International 45 24


21 10 BNP Paribas 7,341 19

20 11 Barclays 9,381 17

12 12 DC Advisory 709 16

19 13 BDO 57 16


13 15 JPMorgan 13,599 12







Number of Deals

4 1 DLA Piper 2,603 55

1 2 CMS 1,694 47


5 4 White & Case 6,852 37



7 7 Allen & Overy 4,005 29



10 10 Eversheds 161 20



17 13 Mannheimer Swartling 2,821 18

31 14 Gleiss Lutz 1,168 17

11 15 Jones Day 1,272 16

22 16 Loyens & Loeff 496 15



97 19 Pinsent Masons 199 14

20 20 Vinge 1,541 13

The financial adviser league tables by value and volume have been run from 01/01/2013 to 31/12/2013, excluding lapsed and withdrawn deals. The tables are pan-European and cover the Automotive; Chemicals & Materials; Industrials- electronics; automation and products and services; and Manufacturing- other sectors.

The legal adviser league tables by value and volume have been run from 01/01/2013 to 31/12/2013 and include lapsed and withdrawn deals. The tables are pan-European and cover the Automotive; Chemicals & Materials; Industrials- electronics; automation and products and services; and Manufacturing- other sectors.

22

DEAL DRIVERS – EMEA - ENERGY, MINING & UTILITIES

energy, MInIng & utIlItIes

ENErgy, MININg & UTIlITIES

Energy, Mining & Utilities is one of the few sectors that has provided glimpses of bullish sentiment, post-crisis. But 2013 saw a 44% decline in deal value, according to Mergermarket data, as utilities were hit with an uncertain regulatory landscape and ailing power prices, and the mining sector was impacted by falling commodity prices. With these conditions unlikely to improve greatly in the mid-term, 2014’s M&A flow could continue its bearish streak.

The largest deal of 2013 was the €11.1bn restructuring transaction announced in April when Federal Grid Company of Unified Energy System of Russia was acquired by Russian Grids OAO. Reforms aimed at deregulation of the Russian power industry are expected to open up new M&A opportunities in one of the most capital intensive sectors of the economy. M&A activity in the region remained strong but is still dominated by domestic transactions driven largely by the major state and independent players continuing to consolidate the market – a trend that is set to continue.

Asian players continue to drive M&A activity in the sector globally, particularly in Africa, and are willing to pay higher premiums than other sector players. This trend is set to continue as many Asian national oil and gas companies (NOCs) will continue consolidating the market in an effort to secure upstream reserves and satisfy growing domestic demand. The most notable deals in Africa include China National Petroleum Corporation’s (CNPC) acquisition of a 28.57% stake in Eni East Africa from Eni for €3.2bn, and Sinopec International Petroleum Exploration and Production’s €2.3bn purchase of a 33% stake in the Egypt-based oil and gas business of Apache. India’s ONGC Videsh and Oil India spent around €3.8bn on two separate deals for a total of a 20% stake in the Rovuma Offshore Area 1 Block in Mozambique.

African internal developments and security concerns have been important M&A drivers. In Nigeria, uncertainty over the long-awaited Petroleum Industry Bill and security issues triggered a series of asset disposal plans from the likes of Shell, Chevron and ConocoPhillips. This, in turn, unlocks opportunities for smaller

international and local players looking to expand or enter the country.

In the power sector, utilities had a bleak year. Falling power prices driven by the ailing carbon market combined with great uncertainties over the EU’s emissions targets have suppressed appetite for M&A. Moreover, 2013 was marked by several large utilities looking to shed assets – in particular, gas-fired power plants, many of which have become largely unprofitable due to weak power prices. Buying interest for these, however, has been lacking. One notable deal was Dong’s disposal of the Severn Combined Cycle Gas Turbine (CCGT) plant to a consortium led by Macquarie for €418m. Meanwhile, several European players said that they expected more acquisitions of utility assets by the financial sector, which may be betting on the market rallying in the mid-term.

Crises among Spanish utilities continued as the electricity tariff deficit, caused by a shortfall between retail power prices and costs including renewable subsides, hit an estimated €30bn by the end of 2013. Spanish utilities have been squeezed by holding this debt on their balance sheets, with the government is not signaling a willingness to remedy this deficit any time soon. As a result, Spain’s utilities are likely to divest assets throughout 2014.

Meanwhile, the UK’s upcoming Electricity Market Reform (EMR) triggered much uncertainty among potential investors. Many utilities also looked to reduce their exposure to the UK market. The German utility RWE sold down its stakes in four UK wind farms throughout the year. The company said that it would further scale back and halve its UK investments. Since the subsidies included in the EMR constitute state aid, and will have to be signed off by the European Commission, they could affect investment decisions throughout the continent.

In the UK, M&A activity and future investment in the oil and gas sector is likely to increase following some clarity provided by the UK Government on future decommissioning tax relief. UK shale

gas potential is also likely to contribute to activity in the sector in the future as the government continues to support the industry. Total is the latest entrant in the UK’s shale gas sector after it acquired a 40% interest in two shale gas exploration licenses in the country.

The decline in value in 2013 compared to 2012 is tied to Glencore’s €36.6bn takeover of a majority stake in Switzerland-based Xstrata. This mining transaction was the biggest of 2012 across all sectors. It was closely followed by Russian major Rosneft’s acquisition of 50% in TNK-BP from BP and 50% from Alfa Group; Renova Group; and Access Industries for €24.2bn and €21.4bn respectively. These blockbuster deals boosted the value of Energy, Mining & Utilities deals in 2012, making a year-on-year comparison with 2013 appear deflated.

Levels of M&A activity in the Middle East continued to be muted amid the unrest throughout the region, with investors unwilling to take on the political and economic risks. The deal with the largest value in the region was Arab Petroleum Investments Corporation’s acquisition of Industrialization & Energy Services Co. (TAQA), the Saudi Arabia-based provider of oil and gas exploration and production services, from Arabian Pipes Company (APC). The deal was worth €33m.

by Marta Dovnar and Katie McQue

23


energy, MInIng & utIlItIesToP 15 ANNoUNCED DEAlS For yEAr ENDINg 31 DECEMBEr 2013 (ANy EUroPEAN INvolvEMENT)

Announced Date


08-Apr-13 C Russian Grids OAO Federal Grid Company of Unified Energy System OAO (79.64% stake)

The Federal Agency for State Property Management

11,050

24-Jun-13 C Eurasian Resources Group BV Eurasian Natural Resources Corporation Plc Kazakhmys Plc 7,772

26-Feb-13 C Royal Dutch Shell Plc Repsol SA (LNG Assets) Repsol SA 5,133

14-Mar-13 C China National Petroleum Corporation Eni East Africa Spa (28.57% stake) Eni SpA 3,237

13-Aug-13 P Gazprom Energoholding Moscow Integrated Power Company OJSC (89.98% stake)

The Moscow City Government 2,856

22-Feb-13 C Gavril Yushvaev (Private investor); and Zelimkhan Mutsoev (Private investor)

Polyus Gold International Ltd (37.75% stake) Onexim Group 2,741

15-Jan-13 C Energeticky a Prumyslovy Holding as Slovensky Plynarensky Priemysel AS (49% stake)

GDF Suez SA; and E.ON Ruhrgas AG 2,600

12-Dec-13 P Suomi Power Networks Oy Fortum Espoo Distribution Oy; and Fortum Sahkonsiirto Oy

Fortum Oyj AB 2,550

05-Apr-13 C Electricite de France SA; Snam SpA; and Government of Singapore Investment Corporation Pte Ltd

Total Infrastructures Gaz France SA Total SA 2,400

02-Jul-13 C Rosneft Oil Company OAO ITERA Oil and Gas Company LLC (49% stake) Itera Holdings Limited 2,227

31-Oct-13 C Alliance Group Alliance Oil (57% stake) 2,198

20-Nov-13 P Yamal Development SeverEnergia OOO (29.4% stake) Eni SpA 2,188

11-Feb-13 C SapuraKencana Petroleum Berhad Seadrill Ltd (Tender rigs business in Asia) Seadrill Ltd 2,163

19-Aug-13 C OMV AG Statoil ASA (North Sea Assets) Statoil ASA 1,987

30-Apr-13 C Green Dragon Gas Ltd (Shareholders) Greka Engineering & Technology Ltd Green Dragon Gas Ltd 1,944


24


energy, MInIng & utIlItIesMIx oF DEAlS By gEogrAPHIC rEgIoN

VALUE VOLUME

UK & Ireland

germanic

France

Italy

Iberia

Benelux

Nordic


other

qUArTErly TrENDS

VALUE VOLUME




6.8%

18.6%

5.1%

3.0%

1.7%

2.7%

2.6%

12.2%

47.3%

5.5%

19.0%

12.9%

6.0%

9.3%4.8%5.5%

15.5%

21.7%

Valu

e (€

m)

Volu

me

0

10,000

20,000

30,000

40,000

50,000

60,000

70,000

80,000

90,000

100,000

Q413

Q313

Q213

Q113

Q412

Q312

Q212

Q112

Q411

Q311

Q211

Q111

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

0

20

40

60

80

100

120

140

Q413

Q313

Q213

Q113

Q412

Q312

Q212

Q112

Q411

Q311

Q211

Q111

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107


25


energy, MInIng & utIlItIesFINANCIAl ADvISErS


lEgAl ADvISErS



Number of Deals

11 1 VTB Capital ZAO 23,974 7


12 3 JPMorgan 22,096 15

1 4 Barclays 21,882 9


4 6 Citi 16,899 18



83 9 EY 14,061 19

35 10 Sberbank CIB 12,386 6

17 11 Lazard 10,808 5




29 15 KPMG 4,687 18

24 16 HSBC 4,385 5

- 17 Danske Bank Corporate Finance 4,312 6

28 18 Raiffeisen Centrobank 3,745 7

13 19 PwC 3,587 11

26 20 RBC Capital Markets 3,265 11


Number of Deals





19 5 Allen & Overy 12,512 19


18 7 Jones Day 10,878 8

95 8 Loyens & Loeff 8,816 5

11 9 White & Case 8,447 13

148 10 KPMG Abogados 5,228 5


- 12 Miranda & Amado Abogados 5,133 1

40 13 Ashurst 4,927 9

126 14 Stikeman Elliott 4,554 9


16 16 CMS 4,372 17


12 18 Conyers Dill & Pearman 4,055 3

17 19 Gianni, Origoni, Grippo, Cappelli & Partners

3,536 6



Number of Deals


33 2 EY 14,061 19

9 3 Citi 16,899 18

10 4 KPMG 4,687 18


12 6 JPMorgan 22,096 15





5 11 PwC 3,587 11

13 12 RBC Capital Markets 3,265 11

34 13 Macquarie Group 2,410 11


7 15 Barclays 21,882 9


14 17 Jefferies 637 9

29 18 UniCredit Group 441 9

43 19 Simmons & Company International 1,173 8

20 20 VTB Capital 23,974 7


Number of Deals





4 5 Allen & Overy 12,512 19


6 7 CMS 4,372 17


9 9 DLA Piper 611 14

17 10 White & Case 8,447 13


12 12 Schjodt 1,848 12


49 14 BA-HR 2,692 11

19 15 Wiersholm 2,698 10

3 16 Bech-Bruun 1,531 10

15 17 Ashurst 4,927 9

74 18 Stikeman Elliott 4,554 9

22 19 Jones Day 10,878 8

24 20 Thommessen 2,411 8

The financial adviser league tables by value and volume have been run from 01/01/2013 to 31/12/2013, excluding lapsed and withdrawn deals. The tables are pan-European and cover the Energy, Mining and Utilities sectors.

The legal adviser league tables by value and volume have been run from 01/01/2013 to 31/12/2013 and include lapsed and withdrawn deals. The tables are pan-European and cover the Energy, Mining and Utilities sectors.

26

DEAL DRIVERS – EMEA - CONSUMER

consuMer

CoNSUMEr

Last year proved to be a mixed bag for the consumer and retail sectors in the EMEA region. Although the economic outlook in developed markets somewhat brightened during 2013, with both consumer sentiment and investor confidence improving, it failed to translate into a higher level of M&A activity.

Overall European M&A activity in the consumer and retail sectors reached a disappointing €45.29bn in deal value, a far cry from the €59.56bn reached in 2012, according to Mergermarket data.

Retail was the hardest hit subsector, with a total deal value of €15.52bn in 2013, compared to €24.98bn the previous year. The largest deal was the €2.3bn acquisition by ICA Gruppen of the remaining 60% stake in ICA AB from Royal Ahold.

Food deals, meanwhile, outpaced their full-year 2012 value. The subsector experienced a slight recovery, totalling €16.25bn in 2013, compared to 2012’s €14.73bn deal value.

The only transaction in the consumer space to make it to the top 20 of all announced deals in 2013 was the €6.57bn acquisition of Netherlands-based DE Master Blenders 1753 by a consortium led by Joh. A. Benckiser. Other deals worth mentioning, and which could be a preview of beverage M&A to come, include the sale of Ribena and Lucozade, two non-alcoholic drink brands by GlaxoSmithKline, to Japan’s Suntory Beverage and Food for €1.59bn.

As debt returned to the markets and leveraged deals once again experienced a rise, private equity firms demonstrated an appetite for the food subsector. Among the stand-out deals were the acquisitions of Burton’s Biscuits by Ontario Teachers Plan, R&R Ice Cream by PAI Partners and the European Simple Meals business of Campbell Soup Company by CVC Capital Partners, among others. Private equity suitors will, no doubt, continue to be serious contenders in the space for scalable businesses with solid cash flows.

Expectations are often bullish at the start of a new year, but such muted levels of

activity last year have cast a cloud of doubt over 2014. So far, the year has kicked off with a slow pipeline of deals, but positive momentum in a number of subsectors coupled with favourable market conditions gives hopes for a stronger deal flow as the year progresses.

Deals in the pipeline include the sale of a controlling stake in Hovis – the bread unit of UK-based food group Premier Foods – which has attracted a number of private equity suitors; the disposal of UK-based whisky firm Whyte & Mackay by United Spirits, which is controlled by UK firm Diageo and has reportedly attracted the attention of Japanese beverage giant, Suntory; and the sale of French ingredients specialist Diana Group by private equity group Ardian, expected to reach €1bn-plus.

European heavyweights including Nestle, Unilever and Reckitt-Benckiser will continue to make the headlines, both as buyers and sellers of non-core assets. Listed Swiss food group Nestle could raise over €10bn in disposals over the next 12 to 18 months. Potential disposal candidates would include joint ventures such as Galderma, Cereal Partners Worldwide, Beverage Partners Worldwide and Dairy Partners Americas. A decision over the sale of Nestle’s 30% stake of L’Oréal is also expected at some point this year. Unilever’s disposal candidates include the likes of Bifi and Slimfast. With around €2bn available for acquisitions, the Anglo-Dutch company is expected to seek opportunities in growth geographies and new product segments. Its peer Reckitt-Benckiser is also looking to dispose of its footwear unit Scholl, while looking for acquisitions in growth markets like India.

Consumer food growth categories to keep an eye on during 2014 include meats, particularly poultry, and confectionary. The poultry segment has already seen a wave of consolidation during 2013, with deals such as the acquisition of troubled French company Groupe Doux by Saudi group Almunajem and D&P; and CapVest’s investment in Kronfagel Group of Sweden. Current deals in the pipeline include the sale of Nutreco’s Iberian assets Sada,

Nanta and Inga. Confectionary, particularly the biscuits segment, is also bound for consolidation. UK-based United Biscuits is reportedly in line for a bid from Chinese private equity firm Hony Capital, while investment fund Qualium is said to be in pole position to acquire French biscuits manufacturer Poult.

Meanwhile, in the retail sector, a major revival is in the works despite the sector’s overall poor deal values during 2013. Signs of a turning point in consumer sentiment are moving valuations up which, in turn, is sparking a resurgence in IPO appetite. The successful listing of Conviviality Retail and Bonmarché last year has further fuelled expectations. A list of private equity-backed high street retailers including DFS, Pets at Home, Poundland, The Card Factory and Fat Face, as well as online retailers such as German-based Zalando, have been tipped as IPO candidates in 2014. Just how long the IPO window stays open before the space falls victim to investors’ retail indigestion remains to be seen.

Opportunities in the luxury retail space will continue to spring during 2014, partly due to the slowdown it has experienced in the past few years. Italian fashion brands remain in the spotlight as we kick off 2014, among them family-owned Versace, which is negotiating a minority stake sale with a group of private equity investors including Blackstone, CCMP and Investcorp; and luxury shoemaker Vicini, which has hired Rothschild to find a buyer.

If the markets sustain their momentum and cash-rich players continue an active M&A push in their quest for growth, the positive expectations for the year could be justified.

by Virginia Garcia Martinez

27


consuMerToP 15 ANNoUNCED DEAlS For yEAr ENDINg 31 DECEMBEr 2013 (ANy EUroPEAN INvolvEMENT)

Announced Date


12-Apr-13 C Joh A Benckiser SE D.E Master Blenders 1753 NV (84.95% stake) 6,575

30-Apr-13 C Unilever NV Hindustan Unilever Limited (14.8% stake) 2,715

11-Feb-13 C ICA Gruppen AB ICA AB (60% stake) Royal Ahold NV 2,319

08-Jul-13 C LVMH Moet Hennessy Louis Vuitton SA Loro Piana Spa (80% stake) Loro Piana Family 2,200

14-Feb-13 C Constellation Brands Inc Compania Cervecera de Coahuila Anheuser-Busch InBev NV 2,174

03-May-13 C Autogrill SpA (Shareholders) World Duty Free SpA Autogrill SpA 1,832

07-Oct-13 C Darling International Inc VION Ingredients Nederland (Holding) BV VION NV 1,600

31-Jul-13 C Divine Investments SA Printemps SAS Borletti Group SCA; and Deutsche Asset & Wealth Management RREEF Real Estate

1,600

09-Sep-13 P Suntory Beverage & Food Limited GlaxoSmithKline (Lucozade and Ribena) GlaxoSmithKline Plc 1,599

29-Jul-13 P Essilor International SA Transitions Optical Inc (51% stake) PPG Industries Inc 1,399

14-Jun-13 P Agrokor dd Poslovni sistem Mercator dd 1,362

12-Jan-13 C Cobega SA Rendelsur SA 1,215

14-Nov-13 P Sigma Alimentos SA de CV; and Shuanghui International Holdings Limited

Campofrio Food Group SA 1,179

25-Mar-13 C Rhone Capital LLC CSM NV (European and North American Bakery Supplies businesses)

CSM NV 1,050

09-Sep-13 C Svenska Cellulosa Aktiebolaget SCA Vinda International Holdings Limited (78.32% stake) 1,033


28


consuMerMIx oF DEAlS By gEogrAPHIC rEgIoN

VALUE VOLUME

UK & Ireland

germanic

France

Italy

Iberia

Benelux

Nordic


other

qUArTErly TrENDS

VALUE VOLUME




4.3%15.6%

3.7%

10.7%

13.0%

13.5%

22.5%

11.5%

5.2%4.0%

16.5%

15.5%

14.9%

8.7%

7.2%

9.1%

13.2%

10.8%


Valu

e (€

m)

Volu

me

0

10,000

20,000

30,000

40,000

50,000

60,000

70,000

80,000

90,000

100,000

110,000

Q413

Q313

Q213

Q113

Q412

Q312

Q212

Q112

Q411

Q311

Q211

Q111

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

0

25

50

75

100

125

150

175

200

225

250

275

300

Q413

Q313

Q213

Q113

Q412

Q312

Q212

Q112

Q411

Q311

Q211

Q111

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

29


consuMerFINANCIAl ADvISErS


lEgAl ADvISErS



Number of Deals


4 2 JPMorgan 17,772 16



7 5 Rabobank 14,027 28


3 7 Lazard 11,732 15

14 8 Citi 10,748 7

16 9 HSBC 8,520 4

55 10 Leonardo & Co 8,084 9

33 11 PwC 6,095 38


8 13 Barclays 5,134 12

- 14= Maybank Investment Bank 4,772 1

- 14= Phatra Securities Public 4,772 1

- 14= Siam Commercial Bank 4,772 1


93 18 Nordea Corporate Finance 3,060 5

119 19 Handelsbanken Capital Markets 2,549 5

- 20 PK Partners 2,493 2


Number of Deals

14 1 Allen & Overy 12,109 22








108 9 Stibbe 7,775 6

104 10 McDermott Will & Emery 6,593 4

- 11 Oppenhoff & Partner 6,575 1

22 12 White & Case 4,543 14

173 13 PwC legal 4,355 11

74 14 Bonelli Erede Pappalardo 4,355 7


70 16 Ashurst 3,528 10


284 18 Gernandt & Danielsson 3,114 7

86 19 Chiomenti Studio Legale 3,094 13



Number of Deals


3 2 PwC 6,095 38

4 3 Rabobank 14,027 28

2 4 KPMG 2,439 28

10 5 Deloitte 262 25

6 6 JPMorgan 17,772 16


5 8 Lazard 11,732 15

9 9 EY 395 13


23 11 Barclays 5,134 12





21 16 Leonardo & Co 8,084 9


16 18 BNP Paribas 524 8

22 19 BDO 417 8

28 20 Citi 10,748 7


Number of Deals


2 2 DLA Piper 2,546 25

4 3 Allen & Overy 12,109 22





10 8 CMS 220 17


12 10 White & Case 4,543 14



37 13 Plesner 391 12

160 14 PwC legal 4,355 11


29 16 Ashurst 3,528 10

41 17 Paul Hastings 1,431 10


87 19 Vinge 275 10

14 20 Jones Day 2,725 9

The financial adviser league tables by value and volume have been run from 01/01/2013 to 31/12/2013, excluding lapsed and withdrawn deals. The tables are pan-European and cover the Consumer- retail, food and other sectors.

The legal adviser league tables by value and volume have been run from 01/01/2013 to 31/12/2013 and include lapsed and withdrawn bids. The tables are pan-European and cover the Consumer- retail, food and other sectors.

30

DEAL DRIVERS – EMEA - TMT

telecoMs, MedIa & tecHnology

TMT

The TMT sector was the major contributor to 2013’s deal activity, with nine TMT deals in the EMEA top 20. Deal value in TMT recorded a 97% uptick over 2012’s total of €49.3bn, positioning itself as the most active sector overall with €97.2bn worth of deals, bucking 2013’s overall downwards trend. Dealmakers also clocked up air miles, as most of the largest deals involved cross-border activity, both in Europe and in the US.

Telecom firms Verizon and Vodafone took TMT to the very top of EMEA’s M&A chart, with Verizon purchasing Vodafone’s 45% stake in Verizon’s US business for €94bn in June. Vodafone nabbed a second mention in the top 10 deal chart, with its €7.7bn bid to acquire Kabel Deutschland, completed in December.

In July, Telefonica Deutschland, which owns the O2 brand, announced it would acquire KPN’s German mobile division E-Plus for €8.1bn, but the deal is still subject to regulatory approval. The European Commission, which is scheduled to conclude its investigation by May, cited concerns that the merger could reduce German market competition. The final decision is likely to have a significant bearing on any further EU consolidation going forward.

EU antitrust barriers to further telecom consolidation mean that European players may be more eager to buy newly-available assets in Eastern Europe, Central Europe and South America. But the fact that the European telecom sector remains relatively fragmented (on a regional basis) combined with a lack of saturation in broadband means that the space also offers North American companies attractive takeover opportunities. AT&T’s reported interest in Vodafone is one notable example.

Despite high levels of activity, not all deals come easily. America Movil’s failed €7.2bn bid for the 70.23% stake in Royal KPN (Koninklijke KPN) it does not own is proof of such. Movil’s billionaire owner Carlos Slim had wanted to take advantage of wireless internet growth in Europe – and he may still look to do so.

Overall, telecom M&A activity in EMEA is expected to continue at high levels in 2014. Further M&A drivers include investment in faster networks, low profit margins and operators’ desire to complement their offering with cable and internet assets to conquer market share and extract synergies.

Quad-play needs and international consolidation will continue to fuel M&A, following Virgin Media’s €18.5bn sale to US competitor Liberty Global. At the same time, the battle for content goes on, with broadcaster ITV regularly hitting the rumour mill as a target for players like BT or Liberty Global.

While some consolidate, others opt to break up. Following its “identity crisis”, Vivendi decided to focus on media, divesting most of its telco assets. In 2014, the French business will remain in the spotlight as it conducts the spin-off of telco SFR, which could be followed by a potential merger with peer Numericable. Once the housekeeping is done, Vivendi could become more acquisitive on the media front.

In the advertising world, the mega merger between French advertising group Publicis and its US peer Omnicom was last year’s headline grabber. The unexpected deal toppled market leader WPP, creating a new advertising giant with a combined market capitalisation of €27.45bn. WPP’s CEO Sir Martin Sorrell has shrugged off further consolidation prospects, but low value, high volume deal activity is expected to remain a trend especially in emerging markets and in the adtech space.

Technology M&A activity rose by 22.3% and stood at €122.7bn, lifted by increasing cloud services consolidation and a considerable rise in mobile technology spending, particularly in the consumer and financial services sectors.

The ongoing transition to the cloud – highlighted by IBM’s €1.48bn acquisition of SoftLayer Technologies and Oracle’s €1.1bn acquisition of Responsys – continues to drive deals as traditional technology companies seek to make further inroads and bolster their presence in the cloud market. With only a handful of established cloud providers

such as Google, Rackspace, Microsoft and Amazon, there is still room for disruption and the wide variety of startup cloud niches is expected to accelerate acquisitions at the mid-market level.

Meanwhile, weaker quarterly earnings last year have pushed IBM into talks to sell its low-end server business to China-based Lenovo, as Europe’s technology scene is boosted slightly by deep-pocketed Asian investors. Other notable cross-border transactions between Asia and Europe last year include Softbank’s €1.1bn investment in Supercell and NTT Data’s purchase of Spanish IT service company Everis.

Salesforce’s €1.9bn purchase of ExactTarget – along with a number of digital advertising IPOs in 2013 – placed digital marketing in the spotlight.

The growing need to scale up marketing platforms is tipped to stimulate consolidation among global players such as Yahoo! and eBay, said a sector banker, while Facebook’s growing emphasis on strengthening its mobile capabilities could see it acquire more niche services along the lines of India-based Little Eye Labs, which Facebook acquired earlier this year. Moreover, retailers, internet companies and financial providers’ appetite for mobile, cross-channel, and multichannel analytics and campaign management technology will gain further ground in Europe this year, where larger retailers and online service providers lag behind their US counterparts.

Although software deals dominated technology M&A activity last year, Google’s €2.3bn purchase of Nest – following its €9.6bn acquisition of Motorola in 2012 – could prompt an incoming surge in demand for hardware products, particularly wearable technology and smart products in cars and homes. The automotive technology market, as a result, could be set for a wave of innovation and there are increasing signs of collaboration between car makers and new entrants into the automotive space, such as Google and Nvidia Corp.

by Vinjeru Mkandawire, Sofia Cerqueira and Arielle Bikard

31


telecoMs, MedIa & tecHnologyToP 15 ANNoUNCED DEAlS For yEAr ENDINg 31 DECEMBEr 2013 (ANy EUroPEAN INvolvEMENT)

Announced Date


02-Sep-13 P Verizon Communications Inc Verizon Wireless Inc (45% stake) Vodafone Group Plc 94,065

06-Feb-13 C Liberty Global Inc Virgin Media Inc 18,485

09-Aug-13 L America Movil SAB de CV Koninklijke KPN NV (70.23% stake) 17,001

28-Jul-13 P Publicis Groupe SA Omnicom Group Inc 14,587

24-Jun-13 C Vodafone Group Plc Kabel Deutschland Holding AG 8,634

23-Jul-13 P Telefonica Deutschland Holding AG E-Plus Mobilfunk GmbH & Co KG Koninklijke KPN NV 8,550

25-Jul-13 C Activision Blizzard Inc; and Leonard Green & Partners LP

Activision Blizzard Inc (53.75% stake) Vivendi SA 6,175

02-Sep-13 P Microsoft Corporation Nokia Oyj (Devices and Services Business) Nokia Oyj 5,440

31-Mar-13 L Baskindale Limited Orascom Telecom Holding SAE VimpelCom Ltd 4,982

05-Nov-13 P Emirates Telecommunications Corporation Maroc Telecom (53% stake) Vivendi SA 4,510

14-Nov-13 P Cyfrowy Polsat SA Polkomtel Sp zoo (83.77% stake) Karswell Limited; Sensor Overseas Limited; and Elektrim SA

3,649

19-Jun-13 C BC Partners Limited Springer Science + Business Media Deutschland GmbH

EQT Partners AB; and GIC Special Investments Pte Ltd

3,300

27-Mar-13 C VTB Bank OAO Tele2 Russia Telecom Tele2 AB 2,780

02-Sep-13 P Vodafone Group Plc Vodafone Italia (23% stake) Verizon Communications Inc 2,653

05-Nov-13 P PPF Group Telefonica O2 Czech Republic as (65.9% stake) Telefonica SA 2,467


32


telecoMs, MedIa & tecHnologyMIx oF DEAlS By gEogrAPHIC rEgIoN

VALUE VOLUME

UK & Ireland

germanic

France

Italy

Iberia

Benelux

Nordic


other

VALUE VOLUME


qUArTErly TrENDS



0.5%

26.5%

28.1%3.8%

4.2%

2.5%

5.6%

10.5%

18.3%

2.1%

27.1%

16.6%

11.2%3.6%

4.3%

8.2%

15.2%

11.7%


Valu

e (€

m)

Volu

me

0

10,000

20,000

30,000

40,000

50,000

60,000

Q413

Q313

Q213

Q113

Q412

Q312

Q212

Q112

Q411

Q311

Q211

Q111

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

0

25

50

75

100

125

150

175

200

225

250

Q413

Q313

Q213

Q113

Q412

Q312

Q212

Q112

Q411

Q311

Q211

Q111

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

33


telecoMs, MedIa & tecHnologyFINANCIAl ADvISErS


lEgAl ADvISErS



Number of Deals


2 2 JPMorgan 146,392 22




10 6 Barclays 112,601 18

- 7= Guggenheim Partners 96,718 2

- 7= Paul J. Taubman 96,718 2

15 9 Citi 28,997 18


41 11 BNP Paribas 21,552 12

11 12 Rothschild 21,192 15


- 14 LionTree Advisors 19,055 2


- 16 Perella Weinberg Partners 11,326 4

17 17 ABN AMRO Bank 10,958 4

19 18 HSBC 10,446 8

97 19 ING 9,769 5

36 20 KPMG 8,817 20


Number of Deals


4 2 Wachtell, Lipton, Rosen & Katz 117,822 5


15 4 Jones Day 113,471 25


- 6 Simpson Thacher & Bartlett 104,799 9


129 8 Macfarlanes 96,858 5




2 12 Allen & Overy 29,124 29

54 13 Milbank Tweed Hadley & McCloy 28,013 10




177 17 Ropes & Gray 21,173 7

267 18 O'Melveny & Myers 19,767 11


20 20 Fried Frank Harris Shriver & Jacobson 18,578 3


Number of Deals

1 1 PwC 1,624 28


5 3 JPMorgan 146,392 22

9 4 EY 5,362 22

6 5 Deloitte 228 21

7 6 KPMG 8,817 20

13 7 Barclays 112,601 18

15 8 Citi 28,997 18





57 13 BNP Paribas 21,552 12

4 14 Lazard 8,447 12



19 17 Grant Thornton Corporate Finance 52 11

32 18 Altium Capital 271 10

33 19 Stella Advisors 177 9

49 20 BDO 133 9


Number of Deals

1 1 DLA Piper 2,545 42


2 3 Allen & Overy 29,124 29

6 4 Jones Day 113,471 25

15 5 CMS 10,019 25



8 8 White & Case 17,366 22







29 15 Orrick Herrington & Sutcliffe 699 16


83 17 Morrison & Foerster 2,091 14

33 18 Vinge 228 14



The financial adviser league tables by value and volume have been run from 01/01/2013 to 31/12/2013, excluding lapsed and withdrawn deals. The tables are pan-European and cover the Computer- software, hardware and semiconductors; Telecoms- hardware and carriers; Internet/e-Commerce and Media sectors.

The legal adviser league tables by value and volume have been run from 01/01/2013 to 31/12/2013 and include lapsed and withdrawn deals. The tables are pan-European and cover the Computer- software, hardware and semiconductors; Telecoms- hardware and carriers; Internet/e-Commerce and Media sectors.

34

DEAL DRIVERS – EMEA - TRANSpORTATION

transportatIon

TrANSPorTATIoN

On the back of last year’s 12% dip in transportation M&A values, 2014 could be a similarly taxing period – but an influx of possible interest from the Middle East into Europe could offer some uplift.

European transport M&A activity reached €17.82bn last year versus €20.32bn worth of deals in 2012. These figures suggest a mitigated outlook for 2014.

Cross border deals in the rail and urban transport sector between European companies and Gulf-based operators could come to the forefront in 2014. Saudi Arabia is investing more than €32.9bn to develop its rail networks, according to UK Trade & Investment: “Its ambition of a better and bigger railway is starting to come into life, with its new railway projects covering a total length of 7,000km.” Such investment could act as a springboard for improving sentiment and encourage increased M&A activity.

In terms of value, transport last year accounted for 3.7% of European deals, while the volume of deals made up 3.9%. Italy saw the largest share of deal value with 18.3%, with the UK and Ireland posting 18.1%, followed by CEE (12.8%), Benelux (11.4%), Germany (8.9%), Iberia (8.6%), Nordic (8.4%), and France (7.2%).

By quarter, the value of Transport M&A activity in Q1 2013 was €6.5bn with 51 deals, Q2 2013 was €5.9bn with 59 deals, Q3 2013 was €3.4bn with 48 deals, and Q4 2013 was €2.1bn with 60 deals.

Amongst many others, deals above €1bn occurring in 2013, were Atlantia (Italy) buying Gemina (Italy) for €3bn, The Manchester Airports Group (UK) buying Stansted Airport (UK) from Heathrow Airport Holdings (UK) for €1.78bn, and Global Infrastructure Partners (US) buying 35% of Terminal Investment Limited SA (Netherlands) from MSC Mediterranean Shipping Company SA (Italy) for €1.5bn. Public Sector Pension Investment Board (Canada) bought HOCHTIEF AirPort GmbH (Germany) from Hochtief AG (Germany) for €1.5 bn; and Global Ports Investments Plc (Cyprus) bought National Container Company (Russia) LLC from two private

investors, Vitaly Yuzhilin and Andrey Kobzar, for €1,18bn.

Despite the promise of an influx of investment, there are some concerns around the capacity for growth in the transport sector. Overcapacity, pressure on volumes and rates and escalating competition could likely challenge the EMEA shipping, airline and rail sectors in 2014.

Shipping is likely to be one of the more distressed sub-sectors, and companies will try to combat overcapacity and unstable rates in 2014 by stalling ships and operating vessels below their maximum speed to reduce fuel costs. Container and crude tanker markets are likely to face the biggest challenge, particularly as the container vessel fleet is likely to continue growing faster than underlying demand. Liquefied natural gas (LNG) and offshore shipping will be more insulated by their use of long-term contracts and their relatively stable cash flows.

Diversified shipping companies are likely to be more stable. The likes of Sovcomflot and A.P. Moeller-Maersk, are better placed to generate solid EBITDA and cash flows, but those that concentrate on challenging areas such as container shipping will find it more difficult to generate cash flow and look vulnerable.

The UK rail sector is expected to fare better thanks to its franchising process. This makes earnings more predictable, resulting in a stable outlook and a more predictable growth rate making it an attractive investment proposition.

EMEA airlines are expected to stabilise in 2014 on the back of an improving economy and a resulting increase in air travel demand. This, in turn, could strengthen competition. Older incumbent European airlines competing fiercely with low-cost carriers will also have to cope with Gulf carriers that are aggressively expanding their fleets and adding to overcapacity. Airlines with less diversified networks, weaker positions on core routes and less flexible cost structures, such as Alitalia and Iberia, are more exposed to the impact of these changes.

However, a distressed sector is also often an opportunity for concentrations, spin-offs, and refinancing activity that will keep M&A players throughout Europe alert.

Additionally, there is a strong pipeline of possible transactions. A.P. Moller-Maersk, the Danish oil and shipping giant, is interested in further disposals. The company has several smaller subsidiaries it is willing to divest if suitable buyers come along. Some potential bidders have already been named such as the Norwegian auto transportation company Hoegh Autoliners, in which Maersk holds a 37% stake; the Danish container manufacturer Maersk Container Industry, and the floating oil production unit company Maersk FPSO’s. Seravalle, the Italian motorway operator controlled by the province of Milan, has already appointed advisors for its IPO. The Hungarian low-cost airline Wizz Air maintains plans to IPO in London, after Q2 2014. Majority owners Indigo Partners have reportedly mandated Barclays, JPMorgan and Citi as advisers.

Transport infrastructure will also offer opportunities with a key driver being the privatisation of national infrastructure to reduce government debt levels and secure sustainable traffic growth.

by Francesca Ficai

35


transportatIonToP 15 ANNoUNCED DEAlS For yEAr ENDINg 31 DECEMBEr 2013 (ANy EUroPEAN INvolvEMENT)

Announced Date


08-Mar-13 C Atlantia SpA Gemina SpA 3,053

18-Jan-13 C The Manchester Airports Group plc Stansted Airport Limited Heathrow Airport Holdings Ltd 1,787

01-Apr-13 C Global Infrastructure Partners Terminal Investment Limited SA (35% stake) MSC Mediterranean Shipping Company SA 1,501

07-May-13 C Public Sector Pension Investment Board HOCHTIEF AirPort GmbH Hochtief AG 1,500

02-Sep-13 C Global Ports Investments Plc National Container Company LLC Vitaly Yuzhilin (Private investor); and Andrey Kobzar (Private investor)

1,189

21-Aug-13 C Autobuses de Oriente ADO SA de CV Avanza Agrupacion para el Transporte SL Doughty Hanson & Co 800

30-Jun-13 C Vinci SA; and Credit Agricole Assurances SA Aeroports de Paris SA (9.49% stake) Government of France; and Fonds Strategique d'Investissement SA

738

16-May-13 P Dogus Holding AS Istanbul Salipazari Kruvaziyer Limani/Istanbul Salipazari Cruise Port (Galataport)

Republic of Turkey Prime Ministry Privatisation Administration

544

01-Aug-13 C Aeropuertos Espanoles y Navegacion Aerea SA; and Ardian

London Luton Airport Operations Ltd TBI Limited 496

22-Oct-13 P Universities Superannuation Scheme Limited Heathrow Airport Holdings Ltd (8.65% stake) Ferrovial SA 462

05-Apr-13 C Nordic Capital Unifeeder A/S Montagu Private Equity LLP 400

25-Jan-13 C China Merchants Holdings (International) Company Limited

Terminal Link SA (49% stake) CMA-CGM SA 400

14-Jan-13 C Mecheltrans Management Company OOO Vanino Commercial Sea Port JSC (73.33% stake) Government of Russian Federation 388

22-Mar-13 C OHL Concesiones SA Abertis Infraestructuras SA (3% stake) La Caixa 342

22-Jul-13 C ADC & HAS Airports Inc Stockholm Skavsta Airport AB (90.1% stake); Belfast International Airport; TBI Limited (Airport Management Business in the US); and Orlando Sanford International Airport (Concessions)

TBI Limited 284


36


transportatIonMIx oF DEAlS By gEogrAPHIC rEgIoN

VALUE VOLUME

UK & Ireland

germanic

France

Italy

Iberia

Benelux

Nordic


other

qUArTErly TrENDS

VALUE VOLUME

Valu

e (€

m)

Volu

me




6.3%

18.1%

8.9%

7.2%

18.3%8.6%

11.4%

8.4%

12.8%

4.6%14.2%

12.8%

16.1%

2.8%7.8%

10.1%

14.7%

17.0%


0

5,000

10,000

15,000

20,000

Q413

Q313

Q213

Q113

Q412

Q312

Q212

Q112

Q411

Q311

Q211

Q111

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

0

10

20

30

40

50

60

70

80

Q413

Q313

Q213

Q113

Q412

Q312

Q212

Q112

Q411

Q311

Q211

Q111

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

37


transportatIonFINANCIAl ADvISErS


lEgAl ADvISErS



Number of Deals



1 3 Barclays 3,830 4





19 8 Leonardo & Co 3,224 4

- 9 Mediobanca 3,053 2

20 10= Banca IMI/Intesa Sanpaolo 3,053 1

- 10= Intermonte Securities Corporate Finance

3,053 1

15 10= Royal Bank of Scotland Group 3,053 1

7 13 JPMorgan 2,587 3

61 14 ING 1,952 7

- 15 Gleacher Shacklock 1,787 2

10 16 VTB Capital 1,646 3

41 17 Deloitte 1,639 12

13 18 Citi 1,537 4

28 19 Sberbank CIB 1,189 1

- 20 Macquarie Group 1,055 3


Number of Deals



- 3 d'Urso Gatti e Bianchi - Studio Legale Associato

3,097 2


19 5= Bonelli Erede Pappalardo 3,053 1

- 5= Chiomenti Studio Legale 3,053 1

- 5= Legance – Avvocati Associati 3,053 1

- 5= Studio Legale Carbonetti 3,053 1



- 11 Morrison & Foerster 1,501 1

- 12 Kinstellar 1,500 1


70 14 Dentons 1,189 1


80 16 Allens 827 2

142 17 Deloitte Legal 800 4

2 18 Allen & Overy 766 3

- 19 BDGS Associes 738 1

- 20 Gilbert + Tobin 653 1


Number of Deals

21 1 Deloitte 1,639 12

10 2 KPMG 210 9

36 3 ING 1,952 7


1 5 PwC 75 6



11 8 Barclays 3,830 4

43 9 Leonardo & Co 3,224 4

19 10 Citi 1,537 4

75 11 HSBC 684 4

17 12 Lazard 462 4

15 13 Societe Generale 362 4

- 14 DNB Markets 345 4

2 15 EY 104 4



8 18 JPMorgan 2,587 3

12 19 VTB Capital 1,646 3

- 20 Macquarie Group 1,055 3


Number of Deals




6 4 DLA Piper 75 10

93 5 CMS 210 6

8 6 Thommessen 292 5

15 7 Gorrissen Federspiel 209 5



142 10 Deloitte Legal 800 4

4 11 White & Case 407 4

27 12= Kromann Reumert 400 4

12 12= Plesner 400 4


3 15 Allen & Overy 766 3

116 16 Gibson Dunn & Crutcher 406 3

- 17 BA-HR 396 3

- 18 Oppenhoff & Partner 354 3


181 20 Vinge 284 3

The financial adviser league tables by value and volume have been run from 01/01/2013 to 31/12/2013, excluding lapsed and withdrawn deals. The tables are pan-European and cover the Transportation sector.

The legal adviser league tables by value and volume have been run from 01/01/2013 to 31/12/2013 and include lapsed and withdrawn deals. The tables are pan-European and cover the Transportation sector.

38

DEAL DRIVERS – EMEA - pHARMA, MEDICAL & BIOTECH

pHarMa, MedIcal & bIotecH

PHArMA, MEDICAl

& BIoTECH

Reflecting the same trend we saw at the end of 2012, the healthcare sector saw the highest deal volume and value squeezed into the last two quarters of 2013 – a nice uptick from the slow start to the year.

The flurry of transactions included German Bayer’s acquisition of Norwegian oncology specialist Algeta for nearly €1.8bn in December, a transaction which from the target’s perspective was not about who would acquire them but when, given Bayer’s stronghold on Algeta’s pipeline. We also saw Grifols’ acquisition of Novartis’ blood transfusion diagnostics unit in November for €1.2bn; and close to finalisation is AstraZeneca’s acquisition of Bristol-Myers Squibb’s diabetes business unit for an expected €2.4bn, as well as Shire’s takeover of ViroPharma for €2.4bn, all of which bode well for a strong start to 2014.

In 2013 the pharma, medical and biotech sector took a 6.8% share of total M&A value in Europe, ranking sixth place among 13 sectors. But with a few deals in the final stages of negotiation – such as the Fresenius/Rhoen-Klinikum saga currently under the scrutiny of the German competition commission, and with market pressure on some sizeable companies such as UK-based AstraZeneca to build upon an ailing pipeline, there is bound to be more activity in 2014. This could see the pharma sector climb the transaction value chart.

And while deal volume remains comparable to numbers recorded in the buoyant quarters of 2006 and 2007, deal value on the other hand does not live up to the same reputation. Yet, though global levels of M&A remain low, 2013 saw a definite increase in healthcare M&A deal value in Europe. A higher number of deals suggests a friendly environment for healthcare M&A, a trend that is likely to spill over into 2014.

A shift in strategy whereby early-stage venture capital investments are increasingly becoming ‘asset-centric’ – namely relying on companies formed around a single asset whose platform technology is sure to breed returns – means that some interesting companies are in the incubation process.

These will be up for grabs in the coming years, ready to plug the gaps in innovation.

Looking back on 2013 the vibes are positive. A total of 351 deals in 2013 bred €32.5bn in deal value compared to the previous year where 312 deals generated €26.0bn in deal value. The volume of deals in 2013 is the highest since 2007 and an indication that the sector has become more fragmented with more deals happening in the lower end of the market. Among the top five deals by value was Actavis’ acquisition of Warner Chilcott in May for €6.5bn and Perrigo Company’s purchase of Elan Corporation for €4.9bn in July. Included in this M&A chart however are also two lapsed deals, namely Royalty Pharma’s attempted acquisition of Elan Corporation for an offer price that reached the €6bn mark and McKesson’s expected €5.5bn takeover of German medical group Celesio.

We can expect to see more cross-border pharma deals in 2014 with China, Japan, Europe and the US participating in the global M&A scene given that the regulatory authorities in these regions are aligning themselves to similar standards.

The peaks and troughs in deal value that marked the various quarters of 2010-2012 appeared to ease off in 2013, prospecting perhaps an environment where the ongoing deals will be of a similar size and also more evenly spread out throughout the year.

Johnson & Johnson’s (J&J’s) sale of its ortho-clinical diagnostics unit to private equity group Carlyle for €3bn adheres to last year’s prediction that big pharma companies are streamlining their portfolios to narrow their focus on cash generating assets. J&J’s prescription medicines reportedly emerged as the strongest part of its portfolio in recent quarters, offsetting slower growth in its medical devices and consumer products portfolio.

An overhaul of its manufacturing processes led by recently appointed Chief Executive Officer Alex Gorsky was one of the ways it maximised efficiencies and which can

see other pharma players follow suit. This could be a case study for other players who are seeking to derisk pipelines and be at the forefront of innovation.

The deal also shows that the life sciences sector, which comprises tools and technologies that increase efficiencies in the R&D process, has come in the eye of sector investors, including heavyweight buyout funds. Such consolidation is expected to continue in the healthcare services sector.

Personalised medicine requires pharma firms to rely on advanced diagnostic technologies that can accurately stratify patient populations for a given drug, speed up drug development timelines and cut R&D costs and risks. As patient time to therapy is decreased and healthcare authorities see an increased therapeutic effect, there is an increased likelihood of reimbursement – a crucial consideration for medtech and biotechs.

Clinical data is the main factor that will continue to drive investment; but if timelines can be shortened then that is a great incentive for all parties involved.

by Mintoi Chessa-Flora

39


pHarMa, MedIcal & bIotecHToP 15 ANNoUNCED DEAlS For yEAr ENDINg 31 DECEMBEr 2013 (ANy EUroPEAN INvolvEMENT)

Announced Date


20-May-13 C Actavis Inc Warner Chilcott Plc 6,546

18-Apr-13 L Royalty Pharma Elan Corporation Plc 5,984

24-Oct-13 L McKesson Corporation Celesio AG Franz Haniel & Cie GmbH 5,598

29-Jul-13 C Perrigo Company Elan Corporation Plc 4,921

13-Sep-13 P HELIOS Kliniken GmbH Rhoen-Klinikum AG (43 hospitals) Rhoen-Klinikum Aktiengesellschaft 3,070

19-Dec-13 P AstraZeneca Plc Bristol-Myers Squibb Company (Diabetes Business) Bristol-Myers Squibb Company 2,488

11-Nov-13 P Shire Plc ViroPharma Incorporated 2,434

06-Feb-13 C Biogen Idec Inc Elan Corporation Plc (Tysabri business) Elan Corporation Plc 2,404

19-Dec-13 P Bayer AG Algeta ASA 1,790

11-Nov-13 P Grifols SA Novartis AG (Blood transfusion diagnostics unit) Novartis AG 1,249

29-Apr-13 C Bayer HealthCare LLC Conceptus Inc 844

30-Sep-13 P Aspen Pharmacare Holdings Limited GlaxoSmithKline Plc (Fraxiparine and Arixtra operations)

GlaxoSmithKline Plc 838

16-Dec-13 P GlaxoSmithKline Plc GlaxoSmithKline Pharmaceuticals Ltd (24.3% stake) 752

10-Sep-13 P EQT Partners AB Terveystalo Healthcare Oyj Bridgepoint 650

19-Dec-13 P Jazz Pharmaceuticals Inc Gentium 643


40


pHarMa, MedIcal & bIotecHMIx oF DEAlS By gEogrAPHIC rEgIoN

VALUE VOLUME

UK & Ireland

germanic

France

Italy

Iberia

Benelux

Nordic


other

qUArTErly TrENDS

VALUE VOLUME




0.4%

51.8%

16.5%

5.6%

4.3%

1.5%2.0%

14.6%

3.2% 2.8%

20.5%

20.5%

13.1%4.3%

6.8%

7.1%

14.5%

10.3%

Valu

e (€

m)

Volu

me


0

5,000

10,000

15,000

20,000

25,000

30,000

35,000

Q413

Q313

Q213

Q113

Q412

Q312

Q212

Q112

Q411

Q311

Q211

Q111

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

0

10

20

30

40

50

60

70

80

90

100

110

Q413

Q313

Q213

Q113

Q412

Q312

Q212

Q112

Q411

Q311

Q211

Q111

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

41


pHarMa, MedIcal & bIotecHFINANCIAl ADvISErS


lEgAl ADvISErS



Number of Deals





31 5 Citi 8,020 5

48 6 Ondra Partners 7,325 2

- 7 Greenhill & Co 6,546 1

11 8 Barclays 6,272 8

- 9 Centerview Partners 4,956 5

101 10 Davy Corporate Finance 4,921 1

13 11 Lazard 3,903 11

12 12 Jefferies 3,688 11

10 13 Perella Weinberg Partners 3,237 4


52 15 DNB Markets 1,790 1


33 17 Banco Bilbao Vizcaya Argentaria 1,580 4

3 18 JPMorgan 1,529 9

16 19 PwC 1,333 14

65 20 Nomura Holdings 1,250 1


Number of Deals


57 2 A&L Goodbody 14,990 10




150 6 Matheson 12,530 2


29 8 Fried Frank Harris Shriver & Jacobson 11,868 6

37 9 Gleiss Lutz 11,272 5

28 10 White & Case 7,717 9

- 11 Cadwalader, Wickersham & Taft 7,620 5



- 14= Arthur Cox 6,546 1

8 14= Cleary Gottlieb Steen & Hamilton 6,546 1

14 16 Loyens & Loeff 6,296 5

- 17 Lefosse Advogados 6,048 2

38 18 Ashurst 5,984 5

- 19= Akin Gump Strauss Hauer & Feld 5,984 1

131 19= Mason Hayes & Curran 5,984 1


Number of Deals


1 2 PwC 1,333 14


21 4 Lazard 3,903 11

11 5 Jefferies 3,688 11

12 6 EY 746 11

3 7 KPMG 201 11

4 8 Deloitte 500 10


5 10 JPMorgan 1,529 9

16 11 Barclays 6,272 8




43 15 Grant Thornton Corporate Finance 50 7

13 16 BDO 976 6


33 18 Citi 8,020 5

- 19 Centerview Partners 4,956 5

53 20 Perella Weinberg Partners 3,237 4


Number of Deals

1 1 CMS 716 19


8 3 Allen & Overy 2,626 15

3 4 Clifford Chance 701 15

4 5 Jones Day 1,815 14





56 10 A&L Goodbody 14,990 10



5 13 DLA Piper 405 10

12 14 White & Case 7,717 9

63 15 Osborne Clarke 1,451 9


13 17 Hogan Lovells International 877 8

- 18 SJ Berwin 499 8

25 19 Cuatrecasas, Goncalves Pereira 90 8


The financial adviser league tables by value and volume have been run from 01/01/2013 to 31/12/2013, excluding lapsed and withdrawn deals. The tables are pan-European and cover the Biotechnology; Medical; and Pharmaceuticals sectors.

The legal adviser league tables by value and volume have been run from 01/01/2013 to 31/12/2013 and include lapsed and withdrawn deals.The tables are pan-European and cover the Biotechnology; Medical; and Pharmaceuticals sectors.

42

DEAL DRIVERS – EMEA - CONSTRUCTION

constructIon

CoNSTrUCTIoN

Hopes that merger and acquisition activity across the EMEA construction sector would improve during the second half of 2013 proved short-lived as dealmakers saw transaction volumes and values decline in the period. Sluggish economic growth across the Eurozone and concerns about the US economy in the wake of the partial government shutdown in October put a dampener on transaction activity, while sovereign debt worries and credit concerns were never far from the surface.

If transaction levels were to continue at a similar pace throughout 2014, deal activity in the sector could fall to its lowest point since 2005. But looking through the gloom there are reasons for cautious optimism. Economic growth across Europe is forecast to improve – albeit slowly – while in an effort to stimulate growth across the Eurozone the ECB cut its benchmark interest rate to a record low of 0.25% in November. Indeed, there have already been some signs of a tentative pick-up in M&A activity. In January, UK construction and civil engineering group AMEC outlined terms for a recommended €3.9bn takeover offer for Foster Wheeler, its Swiss-based rival. AMEC, which last year made an unsuccessful attempt to buy UK-based oil and gas services group Kentz for €853m, said the Foster Wheeler deal would more than double its revenues from emerging markets and give it increased exposure to Latin America. Bilfinger, the German industrial services and construction company, is also planning to make several large acquisitions in the coming year aided by a war chest boosted by the proceeds from the sales of its concession businesses. Last year, the group sold its road construction activities in Germany to add to its existing €850m cash pile. Wienerberger is also looking to sell a number of production plants as part of an ongoing divestment programme. The Austrian building materials group has also been mentioned as a possible takeover target

for financial investors. It is one of the few companies on the Austrian Stock Exchange with a 100% free-float, although observers believe a hostile takeover could now be more difficult after it changed the threshold for a mandatory offer from 30% to 20%. As part of the ongoing shake-up of the European cement and aggregates business, there were a number of transactions last year, with more forecast in 2014. In a deal reminiscent of Lafarge and Tarmac’s move to combine their UK aggregates operations in 2012, Cemex and Holcim agreed to merge their Spanish cement, ready-mix and aggregates operations, while HeidelbergCement, the German building materials company, could look to sell more non-core assets in the US and UK with a number of private equity firms believed to be interested. Irish building materials group CRH is also looking to divest further non-core assets with the focus on building on its Eastern European footprint, which includes Poland, the Ukraine and Western Russia. CRH spent €220m in the second half of 2013, to bring the total development outlay for the year to €690m. Deals included the purchase of stakes in Belgium-based heating and water treatment products group Lambrechts and Netherlands-based construction materials distributor Wijck’s Afbouwmaterialen. The group also paid €96m for Ukraine-based cement company PJSC Mykolaiv Cement. Belgium actually proved to be one of the more active countries in the Eurozone for M&A activity last year. Ackermans & Van Haaren acquired Compagnie d’Enterprises from French group Vinci in a three stage deal valued at more than €1.52bn, APK bought Rasenberg Holdings, a Netherlands-based infrastructure services group, while Eiffage, the French construction group, bought three Belgium-based steel fabrication and construction companies – Iemants, Smulders Projects and Williams Staalconstructies.

Other notable transactions across the EMEA region included the €2.7bn joint

purchase of an 87.5% stake in German bathroom and kitchen fittings group Grohe by LIXIL Group and the Development Bank of Japan. The vendors were private equity group TPG Capital and DLJ Merchant Banking Partners. Private equity firm Bregal Capital was behind a €270m bid for UK-based boiler and radiator maker Ideal Stelrad, while UAE-based Al Nowais Group acquired a 40% stake in Archirodon Group, a Netherlands-headquartered construction and engineering group, for approximately €141.6m. The IPO market for the construction sector remained muted during 2013, but Tarkett, the French flooring solutions group, announced the terms of a public listing which could value it at around €1.85bn. There is talk that UK-based Polypipe could look to float later this year. Private equity backers Caird Capital are believed to be sounding out potential buyers. Observers suggest a listing could value Polypipe at about €487.6m. UK house builder Miller Group is also thought to be considering a break-up followed by a potential flotation. Private equity group Blackstone owns 55% of Miller, after a refinancing deal in 2011, with 30% held jointly by Lloyds, Royal Bank of Scotland and National Australia Bank.

by Malcolm Locke

43


constructIonToP 15 ANNoUNCED DEAlS For yEAr ENDINg 31 DECEMBEr 2013 (ANy EUroPEAN INvolvEMENT)

Announced Date


24-Dec-13 P Mr. Ruslan Baysarov (Private investor) Stroygazconsulting (SGC) (30% stake) Mr. Ziyad Manasir (Private investor) 3,504

26-Sep-13 P Development Bank of Japan Inc; and LIXIL Group Corporation

Grohe AG (87.5% stake) TPG Capital LP; and DLJ Merchant Banking Partners 2,651

24-Jul-13 P Ambuja Cements Limited ACC Limited (50.01% stake) Holcim Ltd 1,840

18-Jan-13 P OCI NV Orascom Construction Industries SAE (25% stake) 1,660

06-Feb-13 C Salini Costruttori SpA Impregilo SpA (70.16% stake) 1,579

19-Sep-13 C Ackermans & Van Haaren NV Compagnie d'Entreprises CFE SA (87.89% stake) Vinci SA 1,526

10-Dec-13 P Platinum Equity LLC Volvo Construction Equipment Rents Inc AB Volvo 808

05-Aug-13 C Abertis Infraestructuras SA; and Brookfield Infrastructure Partners LP

Arteris SA (24.16% stake) 632

24-Jun-13 C Lone Star Funds Lafarge SA (North American Gypsum operations) Lafarge SA 535

16-Aug-13 C Bregal Capital LLP Ideal Stelrad Group Limited Bank of Ireland Group; Royal Bank of Scotland Group Plc; and Warburg Pincus LLC

270

06-Sep-13 C Reggeborgh Groep Royal Volker Wessels Stevin NV (25% stake) CVC Capital Partners Limited 250

03-Sep-13 C Argos SA Lafarge Cementos SA de CV (53.3% stake) Lafarge SA 232

14-May-13 C Baring Private Equity Asia Lafarge India Pvt. Ltd. (14% stake) Lafarge SA 200

11-Jun-13 C Keller Group Plc North American Energy Partners Inc (Canadian piling business)

North American Energy Partners Inc 167

05-Dec-13 P Intermediate Capital Group Plc nora systems GmbH L-EigenkapitalAgentur 166


44


constructIonMIx oF DEAlS By gEogrAPHIC rEgIoN

VALUE VOLUME

UK & Ireland

germanic

France

Italy

Iberia

Benelux

Nordic


other

qUArTErly TrENDS

VALUE VOLUME




3.3%

25.3%

1.5%

14.3%

4.1%17.5%

1.0%

32.1%

0.9%1.8% 11.6%

18.2%

16.4%

3.6%8.0%

10.7%

14.7%

15.1%

Valu

e (€

m)

Volu

me


0

2,000

4,000

6,000

8,000

10,000

12,000

14,000

16,000

18,000

20,000

22,000

Q413

Q313

Q213

Q113

Q412

Q312

Q212

Q112

Q411

Q311

Q211

Q111

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

0

10

20

30

40

50

60

70

80

90

100

110

Q413

Q313

Q213

Q113

Q412

Q312

Q212

Q112

Q411

Q311

Q211

Q111

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

45


constructIonFINANCIAl ADvISErS


lEgAl ADvISErS



Number of Deals


2 2 Citi 4,913 5



- 5 Acxit Capital Management 2,743 2

91 6= Moelis & Company 2,732 2

- 6= Sumitomo Mitsui Financial Group 2,732 2


11 9 JPMorgan 2,387 3

- 10 Axis Capital 1,840 1

9 11 Lazard 1,794 5

- 12= Banca IMI/Intesa Sanpaolo 1,690 3

94 12= Rabobank 1,660 3

- 14= Allen & Company 1,660 1

1 14= Barclays 1,660 1

- 14= CI Capital Holding 1,660 1


- 18= Natixis 1,579 1

- 18= Vitale & Associati 1,579 1

33 20 ING 1,526 1


Number of Deals




- 4= Mori Hamada & Matsumoto 2,732 2

- 4= Nagashima Ohno & Tsunematsu 2,732 2

- 6 Nishimura & Asahi 2,651 1


- 8 Amarchand & Mangaldas & Suresh A Shroff & Co

1,888 2

- 9 Cleary Gottlieb Steen & Hamilton 1,871 3

49 10 Allen & Overy 1,860 4

- 11 Homburger 1,840 1


60 13= Jones Day 1,660 1

- 13= Sarie-Eldin & Partners 1,660 1

- 15= Bonelli Erede Pappalardo 1,579 1

58 15= d'Urso Gatti e Bianchi - Studio Legale Associato

1,579 1

- 15= Gianni, Origoni, Grippo, Cappelli & Partners

1,579 1

34 15= Giliberti Pappalettera Triscornia e Associati

1,579 1

- 19 Willkie Farr & Gallagher 1,526 4



Number of Deals

4 1 EY 172 10

1 2 PwC 86 9

5 3 Deloitte 34 8


2 5 KPMG 9 6

11 6 Citi 4,913 5

36 7 Lazard 1,794 5

19 8 UniCredit Group 518 5

18 9 Credit Agricole 200 4

31 10 Global M&A Partners - 4

7 11 JPMorgan 2,387 3

- 12 Banca IMI/Intesa Sanpaolo 1,690 3

94 13 Rabobank 1,660 3


- 15 IS Investment Securities 48 3

29 16= BDO - 3

- 16= Translink - 3



- 20 Acxit Capital Management 2,743 2


Number of Deals



10 3 DLA Piper 32 6



17 6 Allen & Overy 1,860 4

- 7 Willkie Farr & Gallagher 1,526 4


5 9 Loyens & Loeff 271 4

46 10 Ashurst 205 4

44 11 Baker & McKenzie 163 4

1 12 CMS 9 4

- 13 Lamartine Conseil 8 4

4 14 Eversheds - 4

- 15 Cleary Gottlieb Steen & Hamilton 1,871 3

- 16 Shearman & Sterling 767 3

8 17 Hogan Lovells International 646 3


- 19= Bird & Bird 96 3

61 19= Herbert Smith Freehills 96 3

The financial adviser league tables by value and volume have been run from 01/01/2013 to 31/12/2013, excluding lapsed and withdrawn deals. The tables are pan-European and cover the Construction sector.

The legal adviser league tables by value and volume have been run from 01/01/2013 to the 31/12/2013 and include lapsed and withdrawn deals. The tables are pan-European and cover the Construction sector.

46

DEAL DRIVERS – EMEA - THE MIDDLE EAST & NORTH AFRICA

tHe MIddle east & nortH afrIca

THE MIDDlE EAST & NorTH

AFrICA

The outlook for M&A in the MENA region is more positive for 2014 than it has been for the past two years, partly on the back of a more optimistic outlook for the global economy. This is despite political instability in much of the region, which has drawn such a pall over M&A over the last few years.

However, any pick up in M&A activity comes from a relatively low base. According to Mergermarket’s 2013 trend data for the MENA region, 186 deals were completed, with a total value of €28.4bn compared with 167 deals in 2012 worth €22.9bn. It was also the biggest year for M&A since 2007 when the value of M&A transactions reached €35.4bn, with a total of 235 deals. The intervening years saw the total value of M&A deals range between €12.6bn and €23bn.

By sector, industrials and chemicals accounted for 30% of deals, reaching a total of €8.5bn, followed by the telecoms, media and technology sector, accounting for 24.2% of transactions, and the energy, mining and utilities sector which accounted for 13.2% of transactions. M&A in other sectors breaks down as follows: consumer, 7.4%; construction, 7.3%; financial services, 6%; and real estate, 5.7%. The remainder is carved up between the leisure, defence, agricultural, business services, transport and pharma, medical and biotech sectors.

Although there has been an uptick in deal flow in 2013, numbers were boosted by a handful of very large deals, among them the €5.7bn merger between Dubai Aluminium (Dubal) and Emirates Aluminium (Emal) in June and UAE’s telecom company, Etisalat winning a 54% stake in Maroc Telecom for €4.4bn in November. The announcement of the merger of two Abu Dhabi government-backed real estate companies, Aldar and Sorouh, for a combined total of €1.2bn also boosted the annual figure substantially.

The Gulf Cooperation CouncilGiven the political turmoil that has embroiled most of MENA, it is hardly surprising that it is the most politically and economically stable (and most dynamic) countries, namely

the UAE, Saudi Arabia, Qatar and Oman, that will see the most M&A activity.

In regions such as the Levant and North Africa, M&A will remain virtually non-existent or, at least, very limited.

The economic outlook for the region is also strong. Gulf Cooperation Council (GCC) economic growth is poised to hit 4.7% growth this year, up from 3.7% in 2013, on the back of the non-oil sector benefiting from large infrastructure projects, according to a QNB Group report.

Tighter financial conditions are not expected to bring about a slowdown in the region’s M&A activity.

Retail and consumer, healthcare and education – all demographically driven sectors – as well as the traditional oil and gas sector, can be expected to remain the most desirable sectors for M&A.

In 2014, M&A will be bolstered by private equity exits and, to a lesser extent, company restructurings. But as equity markets pick up across the GCC, more private equity firms could seek exits via an initial public offering (IPO), especially in Saudi Arabia where a number of companies are tipped to be seeking a listing on the Tadawul (the Saudi Arabia’s stock exchange) in the near future.

Examples of companies seeking to list include Saudi Arabian Airlines (Saudia) and ACWA Power. Saudia is expected to submit an official request to regulators in the near future to approve an IPO for the company’s unit, Saudi Arabian Airlines Ground Services Company, as reported by this news service. And ACWA Power, a Saudi Arabian power utilities company, is proceeding with plans to list on the Tadawul (Saudi Exchange), according to reports on this news service. The company plans to list 25% to 30% of its shares, with an estimated value of up to €2.6bn, which it will look to invest in solar facilities.

The formation of joint ventures will also remain a preferred way for many foreign companies to gain access to the region and the number of JVs in the industrial,

chemicals and manufacturing sectors is therefore likely to increase.

GCC governments will also continue to drive dealmaking as surpluses fuelled by hydrocarbon wealth are used to finance mega infrastructure projects. However, now that oil surpluses are shrinking and the switch from conventional to unconventional oil sources has begun, governments are seeking a greater diversity of revenue sources. For this reason, the expansionary policies adopted by government policymakers is, in part, compensation for declining oil income.

by Lucia Dore

47


tHe MIddle east & nortH afrIcaToP 15 ANNoUNCED DEAlS For 2013 – MIDDlE EAST & NorTH AFrICA All SECTorS

Announced Date

Status Bidder Company Target Company Sector Vendor Company Deal Value (€m)

03-Jun-13 P Emirates Global Aluminium Dubai Aluminium Company Limited; and Emirates Aluminum

Industrials & Chemicals Mubadala Development Company PJSC; and Investment Corporation of Dubai

5,731

31-Mar-13 L Baskindale Limited Orascom Telecom Holding SAE TMT VimpelCom Ltd 4,982

05-Nov-13 P Emirates Telecommunications Corporation

Maroc Telecom (53% stake) TMT Vivendi SA 4,510

29-Aug-13 C Sinopec International Petroleum Exploration and Production Corporation

Apache Corporation (Egypt oil and gas business) (33% stake)

Energy, Mining & Utilities Apache Corporation 2,342

10-Oct-13 C Oman Oil Company SAOC Oxea Gmbh Industrials & Chemicals Advent International Corporation 1,800

18-Jan-13 C OCI NV Orascom Construction Industries SAE (25% stake)

Construction 1,660

21-Jan-13 C Aldar Properties PJSC Sorouh Real Estate PJSC Real Estate 1,525

22-May-13 C Qatar Petroleum International Total E&P Congo (15% stake) Energy, Mining & Utilities Total SA 1,244

03-May-13 C Qatar Foundation Endowment Bharti Airtel Limited (5% stake) TMT 968

05-Aug-13 P Saudi Basic Industries Corporation; and The Mosaic Company

Saudi Arabian Mining Company (Ma'aden) (Concession rights in Al Khabra and Umm Wu'al deposits) (40% stake)

Energy, Mining & Utilities Saudi Arabian Mining Company (Ma'aden)

754

26-Mar-13 C Abu Dhabi Investment Authority 42 Marriott Hotels Leisure 754

01-Aug-13 P BIMB Holdings Bhd Bank Islam Malaysia Berhad (49% stake)

Financial Services Lembaga Tabung Haji; and Dubai Financial LLC

669

17-Jun-13 C Porsche Family (Private investors); and Piech Family (Private investors)

Porsche Automobil Holding SE (5.71% stake)

Industrials & Chemicals Qatar Holding LLC 530

22-May-13 C Majid Al Futtaim Holding LLC Majid Al Futtaim Hypermarkets (25% stake)

Consumer Carrefour SA 530

30-Apr-13 P Charterhouse Capital Partners LLP Armacell International Gmbh Chemicals and materials Investcorp 500


48


tHe MIddle east & nortH afrIcaMIx oF DEAlS By INDUSTry SECTor

VALUE VOLUME

Industrials & Chemicals

Financial Services

Business Services

Consumer

Energy, Mining & Utilities

TMT

leisure

Transportation

Pharma, Medical & Biotech

Construction

real Estate

Defence

Agriculture

29.2%

5.1%

7.6%

17.4%

9.2%

20.9%

0.1%

0.1%

0.1%0.4% 9.7%

0.2%

15.2%

12.8%

2.4%

14.4%

14.4%4.8%

8.8%

9.6%

5.6%

3.2%

6.4%

0.8%1.6%

qUArTErly TrENDS

VALUE VOLUME

Valu

e (€

m)

Volu

me




0

1,000

2,000

3,000

4,000

5,000

6,000

7,000

8,000

9,000

10,000

11,000

12,000

13,000

14,000

15,000

16,000

Q413

Q313

Q213

Q113

Q412

Q312

Q212

Q112

Q411

Q311

Q211

Q111

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107

0

5

10

15

20

25

30

35

40

45

50

55

60

Q413

Q313

Q213

Q113

Q412

Q312

Q212

Q112

Q411

Q311

Q211

Q111

Q410

Q310

Q210

Q110

Q409

Q309

Q209

Q109

Q408

Q308

Q208

Q108

Q407

Q307

Q207

Q107


49


tHe MIddle east & nortH afrIcaFINANCIAl ADvISErS



lEgAl ADvISErS


Number of Deals





4 5 Lazard 4,892 5


- 7= Attijariwafa bank (Middle East) 4,510 1

25 7= Credit Agricole 4,510 1

5 9 HSBC 3,889 7

8 10 JPMorgan 3,270 4


3 12 Barclays 2,765 4

7 13 Citi 2,022 5

41 14= Allen & Company 1,660 1

- 14= CI Capital Holding 1,660 1

- 14= Rabobank 1,660 1

- 17 National Bank of Abu Dhabi 1,525 1


- 19= AmInvestment Bank 669 1

- 19= Bank Islam Malaysia 669 1


Number of Deals

1 1 PwC 480 12

5 2 EY 284 8

7 3 HSBC 3,889 7




9 7 Lazard 4,892 5

8 8 Citi 2,022 5

- 9 Simmons & Company International 144 5



4 12 JPMorgan 3,270 4

2 13 Barclays 2,765 4

27 14 Deloitte 88 4



- 17 KPMG 203 3

- 18 Raiffeisen Centrobank 190 3

11 19 Rothschild 646 2

42 20 QInvest 377 2


Number of Deals

1 1 Allen & Overy 9,656 20




78 5 White & Case 5,813 9

- 6 Zulficar & Partners 4,982 1

31 7 Gibson Dunn & Crutcher 4,791 10

53 8 Vinson & Elkins 4,171 5





25 13 Jones Day 1,932 5

- 14 Sarie-Eldin & Partners 1,660 1

- 15 S&R Associates 968 1


24 17 DLA Piper 864 11



- 20 Travers Smith 562 2


Number of Deals

1 1 Allen & Overy 9,656 20



11 4 DLA Piper 864 11

5 5 Gibson Dunn & Crutcher 4,791 10

84 6 White & Case 5,813 9





63 11 Vinson & Elkins 4,171 5

24 12 Jones Day 1,932 5



32 15 CMS 202 5



33 18 YukselKarkinKucuk Law Firm 447 4

13 19 Ashurst 324 4


The financial adviser league tables by value and volume have been run from 01/01/2013 to 31/12/2013, excluding lapsed and withdrawn deals. The tables are based on dominant target, bidder or seller company geography being Middle East and North Africa excluding Israel, and cover all sectors.

The legal adviser league tables by value and volume have been run from 01/01/2013 to 31/12/2013 and include lapsed and withdrawn deals. The tables are based on dominant target, bidder or seller company geography being Middle East and North Africa excluding Israel, and cover all sectors.

Merrill DataSite The No.1 VDR Choice for Dealmakers

The Market Leading VDR Solution With decades of experience in document management and due diligence services, Merrill Corporation has created a smart, simple and secure virtual data room (VDR) solution - Merrill DataSite. With Merrill DataSite you can easily execute on all of your acquisition checklist items and turn your paper and electronic files into a fully searchable, secure, and completely edit-enabled online library – no additional hardware, software, personnel or programming needed. We have worked with great success on many thousands of deals, so far uploading approximately 700,000,000 pages of data on over 30,000 projects.

Round-the-clock availabilityMerrill DataSite VDRs offer international dealmakers multiple business benefits. We offer rapid set-up and round-the-clock support, a reliable hosted service from a single source, advanced but easy to use functionality, plus – complete cost transparency.

Our clients have effectively used our VDRs to enhance the following types of transaction: Mergers, acquisitions and divestitures Private placements Leveraged buyouts Bankruptcy and reorganisation transactions Financing restructuring IPOs and dual track processes

Unrivalled International Service Our multilingual project managers between them speak 27 languages, and a dedicatedproject management team will be assigned to your deal right from the start and then be available 24/7/365 – giving you peace of mind that the right person is always on hand to address any issue. Our structured approach to setting up every VDR applies tried and tested practices that make it easy for you to open, manage and maintain your data room, while adding value for all the parties involved in the due diligence process.

Ironclad SecurityMerrill DataSite leads the way in VDR security having become the first VDR provider to be fully accredited with ISO 27001, the industry gold-standard for security certification. Certified since 2007, we are audited annually, to maintain the highest standards. In addition, documents are 256-bit SSL encrypted, watermarks are tamperproof and can be customised, and data can be viewed, printed and downloaded only by the users you designate. Added to this, we are fully Safe Harbor certified. You’ll have peace of mind knowing your information is being shared only with the people you choose.

About Merrill DataSiteMerrill DataSite is established as the market-leader for virtual data rooms (VDRs) in Europe and across the world. As first to market, we have many years of experience to bring to your transaction and have had time to develop and refine our technology, leading to a peerless Project Management and systems infrastructure that operates 24/7/365. This is why many thousands of companies trust Merrill DataSite to manage their online due diligence processes.

About Merrill CorporationMerrill Corporation is a leading provider of outsourced solutions for complex business communication and information management. Founded in 1968 and headquartered in St. Paul, Minnesota, Merrill’s services include document and data management, litigation support, language translation services, fulfilment, imaging and printing. Merrill serves the corporate, legal, financial services, insurance and real estate markets. With more than 5,000 people in over 40 domestic and 22 international locations, Merrill Corporation empowers the communications of the world’s leading organisations.

Merrill DataSite is a division of Merrill Corporation.

2013 WINNERM&A Advisor

Turnaround Awards

Information Management Product/Service of the Year

2013 WINNER3rd Annual ACG

New York Champion’s Awards

Product/Service of the Year

2012 WINNERGlobal M&A Advisor

M&A Awards


2012 WINNERAcquisitions International UK

UK VDR Provider of the Year


International Awards


ISO 27001 Industry Leading Security

85 Project Managers, speaking 27 languages

Working with Dealmakers around the world

30,000 700 million pages and counting...

andVDR projects

Call Us: +44 (0)845 602 6912www.datasite.com

To find out more, or to arrange a demonstration of our VDR solution,call +44 (0)845 602 6912, email us at [email protected], or visit www.datasite.com today.

DataSite_DriverDeals_DPS.indd 2-3 11/02/2014 13:43

Merrill DataSite The No.1 VDR Choice for Dealmakers

The Market Leading VDR Solution With decades of experience in document management and due diligence services, Merrill Corporation has created a smart, simple and secure virtual data room (VDR) solution - Merrill DataSite. With Merrill DataSite you can easily execute on all of your acquisition checklist items and turn your paper and electronic files into a fully searchable, secure, and completely edit-enabled online library – no additional hardware, software, personnel or programming needed. We have worked with great success on many thousands of deals, so far uploading approximately 700,000,000 pages of data on over 30,000 projects.

Round-the-clock availabilityMerrill DataSite VDRs offer international dealmakers multiple business benefits. We offer rapid set-up and round-the-clock support, a reliable hosted service from a single source, advanced but easy to use functionality, plus – complete cost transparency.

Our clients have effectively used our VDRs to enhance the following types of transaction: Mergers, acquisitions and divestitures Private placements Leveraged buyouts Bankruptcy and reorganisation transactions Financing restructuring IPOs and dual track processes

Unrivalled International Service Our multilingual project managers between them speak 27 languages, and a dedicatedproject management team will be assigned to your deal right from the start and then be available 24/7/365 – giving you peace of mind that the right person is always on hand to address any issue. Our structured approach to setting up every VDR applies tried and tested practices that make it easy for you to open, manage and maintain your data room, while adding value for all the parties involved in the due diligence process.

Ironclad SecurityMerrill DataSite leads the way in VDR security having become the first VDR provider to be fully accredited with ISO 27001, the industry gold-standard for security certification. Certified since 2007, we are audited annually, to maintain the highest standards. In addition, documents are 256-bit SSL encrypted, watermarks are tamperproof and can be customised, and data can be viewed, printed and downloaded only by the users you designate. Added to this, we are fully Safe Harbor certified. You’ll have peace of mind knowing your information is being shared only with the people you choose.

About Merrill DataSiteMerrill DataSite is established as the market-leader for virtual data rooms (VDRs) in Europe and across the world. As first to market, we have many years of experience to bring to your transaction and have had time to develop and refine our technology, leading to a peerless Project Management and systems infrastructure that operates 24/7/365. This is why many thousands of companies trust Merrill DataSite to manage their online due diligence processes.

About Merrill CorporationMerrill Corporation is a leading provider of outsourced solutions for complex business communication and information management. Founded in 1968 and headquartered in St. Paul, Minnesota, Merrill’s services include document and data management, litigation support, language translation services, fulfilment, imaging and printing. Merrill serves the corporate, legal, financial services, insurance and real estate markets. With more than 5,000 people in over 40 domestic and 22 international locations, Merrill Corporation empowers the communications of the world’s leading organisations.

Merrill DataSite is a division of Merrill Corporation.


Turnaround Awards

Information Management Product/Service of the Year

2013 WINNER3rd Annual ACG

New York Champion’s Awards


2012 WINNERGlobal M&A Advisor

M&A Awards


2012 WINNERAcquisitions International UK

UK VDR Provider of the Year


International Awards


ISO 27001 Industry Leading Security

85 Project Managers, speaking 27 languages

Working with Dealmakers around the world

30,000 700 million pages and counting...

andVDR projects

Call Us: +44 (0)845 602 6912www.datasite.com

To find out more, or to arrange a demonstration of our VDR solution,call +44 (0)845 602 6912, email us at [email protected], or visit www.datasite.com today.

DataSite_DriverDeals_DPS.indd 2-3 11/02/2014 13:43

52


MerrIll corporatIon contactsMerrill DataSite (Division of Merrill Corporation) ContactsTel: +44 845 602 6916 (Europe) +1 888 867 0309 (US)

EXECUTIVE MANAGEMENT

Ed BifulkPresidentTel: +1 212 229 6563

EXECUTIVE SALES

Will BrownRegional Director, FranceTel: +33 1 40 06 13 02

Anna ScottRegional Director, U.K.Tel: +44 20 7422 6263

Chris BeckmannRegional Director, Germany, Switzerland & PolandTel: +49 69 244 321 480

Martin AlamriRegional Director, GermanyTel: +49 69 244 321 471

Jérôme pottierRegional Director, FranceTel: +33 1 40 06 13 12

Hakema El-HadadRegional Director, France & Northern AfricaTel: +33 1 40 06 13 10

Manuel BianchiRegional Director, EuropeTel: +44 20 7422 6271

Mike HinchliffeRegional Director, EuropeTel: +44 20 7422 6256

Adam pangRegional Director, EuropeTel: +44 20 7422 6268

Merlin J. piscitelliRegional Director, EuropeTel: +44 20 7422 6266

Mary WalshRegional Director, EuropeTel: +44 20 7422 6270

Bryan BrightonRegional Director, EuropeTel: +44 20 7422 6212

Jonathan HughesAccount Manager, EuropeTel: +44 20 7422 6267

Malcolm NeateAccount Manager, EuropeTel: +44 20 7422 6272

Alex GrossRegional Director, Eastern Europe & Middle EastTel: +49 69 7593 7148

Alvaro OrtegaRegional Director, Southern EuropeTel: +39 27 636 2314Tel: +34 91 769 1022

David HaynesRegional Director, Asia PacificTel: +852 2536 2288

Ari LeeRegional Director, North AsiaTel: +852 9 855 3758

Vincent LorkRegional Director, South East AsiaTel: +65 6 248 4602

patrick CabreraRegional Director, South East AsiaTel: +65 9 834 4557

John pateRegional Director, Australia & New ZealandTel: +61 499 992 400

Manuel BentosinosRegional Director, Mexico, Columbia & CaribbeanTel: +52 559 171 2237

Ana paula Macêdo Távora de CastroVice President, South AmericaTel: +55 11 9908 0858

Luis Felipe Salles CunhaRegional Director, BrazilTel: +55 11 3568 2429

Brian GilbreathVice President, Midwest & Latin AmericaTel: +1 404 934 8085

Hank GregorySVP, Western Canada & Pacific NorthwestTel: +1 604 603 4360

Todd CavenNorthern California, Pacific Northwest & Western CanadaTel: +1 651 632 4369

Ryan MacMillanRegional Director, CanadaTel: +1 416 214 2448

Michael KennedyRegional Director, New EnglandTel: +1 207 829 4369

Ross WhittakerRegional Director, New EnglandTel: +1 617 535 1516

Jon LenihanRegional Director, BostonTel: +1 617 535 1618

Scott RedikerRegional Director, Mid AtlanticTel: +1 443 690 3122

Forrest R. DoaneRegional Director, New YorkTel: +1 212 229 6620

Adam KuritzkyRegional Director, New YorkTel: +1 917 232 9569

John McElroneRegional Director, New YorkTel: +1 212 229 6656

Joseph SolanoRegional Director, New YorkTel: +1 212 229 6576

Hillary pryorRegional Director, New YorkTel: +1 212 367 5924

Matthew MezzancelloRegional Director, NY, NJ & PATel: +1 212 229 6618

Steve picconeVice President, New YorkTel: +1 212 229 6883

BJ BirtzRegional Director, RaleighTel: +1 919 996 9117

paul KleinkaufRegional Director, SoutheastTel: +1 404 602 3251

Colin SchopbachRegional Director, SoutheastTel: +1 404 796 1478

Michail SidorovRegional Director, Ohio & MichiganTel: +1 216 333 1274

Jessie SainiRegional Director, MidwestTel: +1 312 386 2293

Scott HaugenRegional Director, Minnesota & WisconsinTel: +1 651 632 4375

Anthony CrosbyRegional Director, ChicagoTel: +1 312 674 6511

Mark plaehnRegional Director, ChicagoTel: +1 312 674 6527

Kelly-Leigh KeefeRegional Director, ChicagoTel: +1 312 386 2229

Ted SengpielRegional Director, Missouri, Kansas, Nebraska & IowaTel: +1 314 315 2909

Nicholas RenterRegional Director, TexasTel: +1 214 754 2100

Andrew BuonincontroRegional Director, Bay AreaTel: +1 650 493 1400

Erik SandieRegional Director, Bay AreaTel: +1 650 493 1400

Jay LoyolaRegional Director, Bay AreaTel: +1 949 622 0663

Dan phelanRegional Director, Los AngelesTel: +1 213 253 2139

David YearyVice President, DataSite Life SciencesTel: +1 415 307 4414


53

about reMark

Remark, the publishing, market research and events division of The Mergermarket Group, offers a range of services that give clients the opportunity to enhance their brand profile, and to develop new business opportunities. Remark publishes over 50 thought leadership reports and holds over 70 events across the globe each year which enable its clients to demonstrate their expertise and underline their credentials in a given market, sector or product.

Remark is part of The Mergermarket Group. To find out more please visit www.mergermarket.com/remark/ or www.mergermarket.com/events/.

Any queries regarding this publication or the data within it should be directed to:

Erik Wickman Global Managing Director, Remark Tel: +1 212 686 3329 [email protected]

Elias Latsis Head of Research, Mergermarket [email protected]

David Swettenham Head of Production, Remark [email protected]

James SnazaDirector of Life SciencesTel: +1 651 632 4585

Jon BlueVice President, Clean TechTel: +1 206 696 9169

The following notes pertain to data contained in this publication:

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

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

• Transactions excluded include property transactions and restructurings where the ultimate shareholders’ interests are not changed.

• Deals are included in the graphs for each section if the target is a European company.

• The list of Top Deals and the data underlying the League Tables are based on deals where the bidder, target or parent of either is a European company.

© Mergermarket

Published by: Remark 80 Strand London WC2R ORL Tel:+44 (0) 20 7059 6100 www.mergermarket.com

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.

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ear DEAL DRIVERS EMEA - Amazon S3€¦ · and service that operates 24/7/365. Stakeholders all around the world can upload and access deal information in real time, on an easy-to-use