M&A handbook - TTRecord · Garanti Bankasi Turkey ... insurances BBVA General Electric Company Dogus Group 4.200 Cepsa Spain Oil and Gas IPIC Private ... a bank restructuring fund,

M&A handbookiberian market

2013

An analysis of transactions in 2012, including M&A, private equiy and venture capital

www.TTRecord.com

M&A handbookiberian market

2013

Note from the Authors:The M&A HANDBOOK is a result of local research and market analysis by TTR’s Research

and Business Intelligence team. Our team follows the transactional markets analysed in this Handbook at a local level, in local language, and on a daily basis – researching transactional and financial data by contacting market players, collecting their input and crosschecking and analysing the data throughout the year.

For full access to all of the transactional data on Latin America and the Iberian market (spanning Mergers and Acquisitions, Equity Capital Markets, Acquisition Finance and Project Finance) visit TTR at www.TTRecord.com.

INTRODUCTIONDEFINITIONSTRANSACTIONS

HIGH-END MARKET Spain

MID-MARKET Spain

SMALLER MARKET Spain

PRIVATIZATIONS Portugal

HIGH-END MARKET Portugal

MID-MARKET Portugal

SMALLER MARKET Portugal

ENTITIES

BANKS AND SAVINGS BANKS Spain

PRIVATE EQUITY / VENTURE CAPITAL Spain

LEGAL ADVISERS Spain

CONSULTANCY FIRMS / FINANCIAL ADVISERS Spain

BANKS Portugal

PRIVATE EQUITY / VENTURE CAPITAL Portugal

LEGAL ADVISER Portugal

CONSULTANCY FIRMS / FINANCIAL ADVISERS Portugal

SECTORS AND SUBSECTORS

ENERGY AND RENEWABLE ENERGIES Spain

INDUSTRY Spain

INFRASTRUCTURE Spain

REAL STATE AND CONSTRUCTION Spain

MILITARY AND STATE DEFENSE Spain

NATURAL RESOURCES Spain

SERVICES AND DISTRIBUTION Spain

TECHNOLOGY AND TELECOMS Spain

ENERGY AND RENEWABLE ENERGIES Portugal

INDUSTRY Portugal

INFRASTRUCTURE Portugal

REAL ESTATE AND CONSTRUCTION Portugal

MILITARY AND STATE DEFENSE Portugal

NATURAL RESOURCES Portugal

SERVICES AND DISTRIBUTION Portugal

TECHNOLOGY AND TELECOMS Portugal

IBERIAN TRANSACTIONS

Spain

Portugal

CORPORATE PROFILESACKNOWLEGEMENTSINDEX OF ENTITIES

11

13

15

127

183

231

237

291

293

16

34

56

80

88

100

116

129

132

149

159

171

173

175

181

232

234

185

189

193

195

197

198

199

208

215

217

220

222

223

224

225

229

CONTENTS

El editor no se hace responsable de las opiniones recogidas, comentarios y manifestaciones vertidas por los autores. La presente obra recoge exclusivamente la opinión de su autor como manifestación de su derecho de libertad de expresión.

Reservados todos los derechos. El contenido de esta publicación no puede ser reproducido, ni en todo ni en parte, ni transmitido, ni registrado por ningún sistema de recuperación de información, en ninguna forma ni por ningún medio, sin el permiso preTvio, por escrito, de Editorial Aranzadi, SA.

TTR - Transactional Track Record y el logotipo TTR son marcas de Zuvi Nova, S.A.

Thomson Reuters y el logotipo de Thomson Reuters son marcas de Thomson Reuters Aranzadi es una marca de Thomson Reuters (Legal) Limited

© 2013 [Thomson Reuters (Legal) Limited / Mercedes García Ordaz] Editorial Aranzadi, SA Camino de Galar, 15 31190 Cizur Menor (Navarra)

Imprime: Rodona Industria Gráfica, SL Polígono Agustinos, Calle A, Nave D-11 31013 - Pamplona

Depósito Legal: NA 1067/2013

ISBN: 978-84-470-4428-3

Printed in Spain. Impreso en España

First edition, May 2013

TRANSACTIONSHIGH-END MARKET (> EUR 500M)

HIGHLIGHTED DEALS

OTHER HIGHLIGHTED DEALS

PRIVATE EQUITY

INVESTMENTS

EXITS

MID-MARKET (> EUR 100M)HIGHLIGHTED DEALS


PRIVATE EQUITY

INVESTMENTS

EXITS

SMALLER MARKET (< EUR 100M)HIGHLIGHTED DEALS


PRIVATE EQUITY / VENTURE CAPITAL

INVESTMENTS

EXITS

ENTITIESBANKS AND SAVINGS BANKS


LEGAL ADVISERS

CONSULTANCY FIRMS / FINANCIAL ADVISERS

SECTORS AND SUBSECTORSENERGY AND RENEWABLE ENERGIES

INDUSTRY

INFRASTRUCTURE

REAL ESTATE AND CONSTRUCTION

MILITARY AND STATE DEFENSE

NATURAL RESOURCES

SERVICES AND DISTRIBUTION

TECHNOLOGY AND TELECOMS

IBERIAN TRANSACTIONSSPANISH TARGET

TRANSACTIONSPRIVATIZATIONS

PRIVATIZATIONS IN 2012

OTHER PRIVATIZATIONS IN 2012

HIGH-END MARKET (> EUR 250M) HIGHLIGHTED DEAL

PRIVATE EQUITY

INVESTMENTS

EXITS

MID-MARKET (> EUR 15M)HIGHLIGHTED DEALS


PRIVATE EQUITY

INVESTMENTS

EXITS

SMALLER MARKET (< EUR 15M)HIGHLIGHTED DEALS


INVESTMENTS

EXITS

ENTITIESBANKS


LEGAL ADVISERS

CONSULTANCY FIRMS / FINANCIAL ADVISERS

SECTORS AND SUBSECTORSENERGY AND RENEWABLE ENERGIES

INDUSTRY

INFRASTRUCTURE

REAL ESTATE AND CONSTRUCTION

MILITARY AND STATE DEFENSE

NATURAL RESOURCES

SERVICES AND DISTRIBUTION

TECHNOLOGY AND TELECOMS

IBERIAN TRANSACTIONS PORTUGUESE TARGET

CONTENTS BY COUNTRY

SPAIN PORTUGAL

185

189

193

195

197

198

199

208

215

217

220

222

223

224

225

229

129

132

149

159

171

173

175

181

56

69

70

70

75

116

124

124

124

34

46

48

48

53

100

112

113

113

114

16

28

30

31

33 88

89

89

89

80

80

232

234

INTRODUCTION

TTR -Transactional Track Record presents the second edition of its M&A HANDBOOK 2013, which organizes and analyses all M&A data, involving the Iberian market, in 2012.The M&A HANDBOOK and its contents have been graphically laid out in a way that enables the reader to quickly access all the necessary details of a specific transaction, as well as the year’s most active industry sectors, companies, financial entities, consultancy firms, financial advisers and legal advisers.

Highlights in the Iberian M&A market in 2012 include:

The Iberian M&A market sector recorded a decrease both in investment volume in number of closed deals, compared to 2011. In fact, the total number of deals decreased by 10% and the investment dropped by approximately 15%.The main obstacles in the M&A sector: the financing conditions, with a limited access to credit, and company’s delicate economic situation. Highlighted M&A sectors: financial, food, consultancy, and technology.Private equity in Spain and Portugal, throughout the year, suffered a 20% decrease, with respect to 2011. The total number of deals also decreased between 5% - 10%. The high-end marked suffered the most, whereas the mid-market remained stable.Private equity funds, venture capital and Business angels showed an increasing activity in the technology-related areas, which represents an increasing investment in start-ups.Cross-border deals were particularly relevant. Highlights include divestments by Spanish groups abroad to balance their financial statements. Also noteworthy were the Spanish companies’ investments in Latin America and some players in Spain. In 2012, the number of deals involving legal and/or financial advisers decreased slightly compared to previous year. Deals involving company’s internal teams increased.

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•

• •

•

•

•

11TTR - Transactional Track Record - (www.TTRecord.com)

DEFINITIONS

M&A TRANSACTIONS

TTR considers Iberian M&A deals to include any acquisition of shares, both of public and private companies headquartered in Spain or in Portugal, or of any other company worldwide by a Spanish or Portuguese entity.

For the purpose of this Handbook, the acquisition of assets or any other corporate acquisition that does not imply the acquisition of shares is not considered a M&A transaction. The acquisition of shares in a target company which configures a mere stock market transac-tion (namely, through a broker or any type of intermediary) is also not considered to be a M&A transaction.

PRIVATE EQUITY TRANSACTIONS

All investments or divestments carried out by private equity firms and/or funds under management are registered as private equity deals. When the purchase or sale of a specific target company is carried out through one of the private equity firms’/funds’ subsidiaries, the deal will only be considered a private equity deal if the subsidiary is controlled by the referred to private equity/fund.

VENTURE CAPITAL DEALS

Investments carried out by private funds which concentrate their activity on companies in a start up phase, including seed capital, early stage and expansion.

HIGH-END MARKET

Spain: All M&A deals which total deal value is in excess of EUR 500m. Portugal: All M&A deals which total deal value is in excess of EUR 250m.

MID-MARKET

Spain: All M&A deals which total deal value is in excess of EUR 100m. Portugal: All M&A deals which total deal value is in excess of EUR 15m.

SMALLER MARKET

Spain: All M&A deals which total deal value is less than EUR 100m. Portugal: All M&A deals which total deal value is less than EUR 15m.


Transactions

Spain

16

34

56

High-end Market (> EUR 500m)Largest deals Additional deals in this segment Private equity / Venture capital Investments Exits

Mid-Market (> EUR 100m)Largest deals Additional deals in this segment Private equity / Venture capital Investments Exits

Smaller Market (< EUR 100m)Largest deals Additional deals in this segment Private equity / Venture capital Investments Exits

1716 TTR - Transactional Track Record - (www.TTRecord.com)TTR - Transactional Track Record - (www.TTRecord.com)

M&A HANDBOOK 2013 TRANSACTIONS – SPAINTRANSACTIONS – SPAIN M&A HANDBOOK 2013

HIG

H-EN

D M

ARKET >

EUR 500m

HIG

H-E

ND

MA

RKET

> E

UR

500m

Largest deals in 2011


TARGET COUNTRY SUBSECTOR BUYER SELLER AMOUNT (EUR m)

Cono Sur Participaciones Spain Financial and

insurances Enersis Chile Endesa 4.501,74

Bankia (fusión Caja Madrid y Bancaja); Banco Financiero

y de Ahorros

Spain Financial and insurances

Fondo de Reestructuración

Ordenada Bancaria (FROB)

- 4.456

Brisa Portugal Roads and Highways Tagus Holdings AbertisPrivate shareholders 1.404,54

Banco Pastor Spain Financial and insurances Banco Popular - 1.362

China Unicom China Telecoms China United Network Communications Telefónica International 1.154,35

Heathrow Airport Holdings (BAA) UK Transports, Aviation

and Logistics Qatar Holding

Ferrovial; Britannia Airport Partners

GIC (Government of Singapore Investment

Corporation)

1.105,38

Atento Spain Telecoms Bain Capital Telefónica 1.051

Banco Santander Colombia Colombia Financial and

insurances CorpBanca Banco Santander 984,14

Banca Cívica Spain Financial and insurances

CaixaBank (Criteria CaixaCorp) - 977

Abertis Spain Roads and Highways OHL Admirabilia 875,3


Bank Zachodni Poland Financial and insurances Banco Santander Private shareholders

AIB Group 4.293

Garanti Bankasi Turkey Financial and

insurances BBVA General Electric Company Dogus Group 4.200

Cepsa Spain Oil and Gas IPIC Private shareholders;Total 3.966

British AirwaysIberia UK Transports, Aviation

and Logistics - - 3.700

Talecris USAFarmacéutico, Parafarmacia y Cosmética

Grifols Private shareholdersCerberus 2.800

Repsol YPF Spain Oil and Gas Repsol YPF

Citibank España; ING Bank; Natixis; Société

Générale Group; Crédit Agricole; Banco Santander;

Sacyr Vallehermoso;Bankia (merger Caja Madrid y Bancaja)

2.572

Elektro Brazil ElectricIberdrola; Energia

do Brasil EPC - Empresa Paranaense

Ashmore Energy International 1.636

Vidacaixa - Adeslas Seguros

Generales

Spain Financial and insurances

Mutua Madrileña Automovilista

CaixaBank (Criteria CaixaCorp) 1.075

Capio España SpainHealthcare, Hygiene and

Medical AestheticsCVC Capital Partners Capio; Nordic Capital;

Apax Partners 900

Mivisa Spain Industrial Machinery, Metals

Private shareholders; Blackstone; N+1

Private Equity Fund ICVC Capital Partners 900

Source: www.TTRecord.com


High-end Market

In 2012, the high-end transactional market was slightly less active than in the previous year. The number of deals decreased. In fact, seven deals were closed with values superior to EUR 1.000m, compared to nine in 2011. Furthermore, we registered eight deals with values superior to EUR 500m, while in 2011, thirteen had been closed.

Similar to 2011, most deals in this segment had a cross-border component. Highlights include the divestment conducted by Endesa, a Spain-based electricity multinational, of Cono Sur Participaciones, a company that groups Endesa’s assets and stakes in Latin America, to Enersis (Chile), a company held by Endesa (60,62%). The deal value was USD 5.963m, some EUR 4.501,74m. Furthermore, Telefónica, through Telefónica International, sold a 4,56% stake in China Unicom to China United Network Communications, the group’s controlling company. The deal value was HKD 10.963m, some EUR 1.128,9m. Previously, Telefónica held a 9,6% stake in China Unicom, and with this sale this percentage will decrease to 5,01%.

The most active sector in this segment was the financial and insurance. Banco Financiero y de Ahorros, a merger of seven savings banks headed by Caja Madrid and Bancaja, submitted a conversion request to the Spanish Government for EUR 4.460m in preference shares of FROB (Fondo de Reestructuración Ordenada) a bank restructuring fund, into equity. With this deal, FROB enters, directly, Banco Financiero y de Ahorros’s share capital, and indirectly its subsidiary Bankia (fusión Caja Madrid y Bancaja) with 45% of the capital. As a result, the ministry of Economy recognizes the Government’s control over the bank.

On the other hand, Banco Popular launched a public takeover offer to acquire Banco Pastor, and merge the two banks. The deal value was EUR 1.362m. Banco Popular will pay through new issued shares to all Banco Pastor’s share-holders that participated in the takeover. In fact, Banco Popular offered 1,11 new shares for each share of Banco Pastor, and 30,9 shares for each of Banco Pastor's mandatory convertible bonds.



HIG

H-EN

D M

ARKET >

EUR 500m

HIG

H-E

ND

MA

RKET

> E

UR

500m

AdvisersIn this deal, Endesa appointed Mediobanca, J.P. Morgan and Celfin Capital as financial

advisers, and used its internal team as legal adviser.

COUNTRY: SpainCono Sur Participaciones

Endesa, a Spain-based electricity multinational, sold Cono Sur Participa- ciones, a company that groups Endesa’s assets and stakes in Latin America, to Enersis (Chile), held by Endesa (60,62%). The deal value was USD 5.963m, approximately EUR 4.501,74m.

This transaction was part of a capital increase conducted by Enersis (Chile) for USD 8.020m. With this deal, Endesa aims to improve its shareholding structure and change Enersis (Chile) into a company that operates in all Latin American countries.

This year, Endesa also sold Endesa Ireland to UK-based Scottish & Southern Energy (SSE). The deal value was EUR 286m.

Founded in 1944, Endesa is a Spain-based company that operates in the electric and gas sector. Since 2009, and after a lengthy public offering, Enel, an Italy-based power company holds a 92% stake in Endesa’s share capital.

Endesa is the largest utility company in Spain and a leading multinational energy company in Latin America. The company also operates in Portugal and is present in Morocco, with a thermal plant in Tahaddart. Endesa began its expansion as a producer and carrier of electricity in Latin America during 1990’s, focusing mainly in Argentina, Chile and Venezuela. Later the utility company entered Brazil, Colombia and Peru, where it is one of the major electricity carriers in number of customers.

Endesa has in excess of 25 million customers worldwide, with an installed capacity of 45.095 MW and a production of 138.714 GWh, by 31 December 2011. Its net profits were EUR 2.12m, this same year.

Enersis is one of the largest private electricity multinationals in Latin America. Currently, the company has direct and indirect control over the generation, transmission and distribution of electric energy and related areas. Enersis operates in Argentina, Brazil, Chile, Colombia and Peru. Its installed capac-ity exceeds 15.171 MW, and through its distributors the company supplies electricity to some 14,2 million customers. Source: www.TTRecord.com

FINANCIAL DATA ADVISERS & DUE DILIGENCEPARTIESTARGET: Cono Sur ParticipacionesDESCRIPTION: Company that groups Endesa’s assets and stakes in Latin America.

SELLER %

Endesa 100

Total sold 100

BUYER %

Enersis Chile 100

Total acquired 100

PARTIES ADVISERS & DUE DILIGENCEFINANCIAL DATA

MULTIPLES

Enterprise value Equity value

Revenues - -

EBITDA 8,60 x 8,60 x

DEAL VALUE Payment

EUR 4.501,74m (Cash) EUR 4.501,74m

TARGET (EUR million)

Revenues - 2011 -

EBITDA - 2011 535,59

Enterprise value 4.501,74

Equity value 4.501,74

ADVISERS & DUE DILIGENCEFINANCIAL DATAPARTIES

PARTY ADVISED FINANCIAL ADVISERS LEGAL ADVISERS DUE

DILIGENCE

Endesa MediobancaJ.P. Morgan

Celfin CapitalIn-house -



HIG

H-EN

D M

ARKET >

EUR 500m

HIG

H-E

ND

MA

RKET

> E

UR

500m

AdvisersIn this deal, Fondo de Reestructuración Ordenada Bancaria (FROB) appointed law firm

Garrigues as legal adviser.

COUNTRY: Spain

COUNTRY: SpainBanco Financiero y de Ahorros

Bankia (merger Caja Madrid y Bancaja)

Banco Financiero y de Ahorros, a merger of seven savings banks headed by Caja Madrid and Bancaja, submitted a conversion request to the Spanish Government for EUR 4.460m in preference shares of FROB (Fondo de Reestructuración Ordenada), a bank restructuring fund, into equity. With this deal, FROB enters, directly, Banco Financiero y de Ahorros’s share capital, and indirectly its subsidiary Bankia (merger Caja Madrid and Bancaja) with 45% of the capital.

Bankia (merger of Caja Madrid and Bancaja) is the largest bank in Spain, with a total of EUR 272.000m in assets and EUR 12.000m inequity. Following this transaction, Banco Finaciero y de Ahorros stated its financial needs were of EUR 19.000m. Up until now , the bank only received EUR 4.500m from banking bailout, in addition to EUR 4.665m received, in 2010, from Fondo de Reestructuración Ordenada (FROB), a banking bailout and recon-struction program.

Bankia (merger of Caja Madrid and Bancaja) is the result of restructur-ing process savings banks’ system promoted by Banco de España through a financial system called Sistema Institucional de Protección (SIP), a protection system for institutions. Banco Financiero y de Ahorros was created in 2010, jointly by Caja Madrid and Bancaja. Later, a few other entities merged: La Caja de Canarias, Caixa Laietana, Caja Rioja, Caja Ávila and Caja Segovia. This transaction, known in financial terms as ‘cold merger’, is controlled by Caja Madrid, a bank that manages EUR 340.000m in assets. In addition, Caja Madrid will receive support from FROB of approximately EUR 4.465m.

In March 2011, the board of directors of the seven savings banks that con-stitute Banco Financiero y de Ahorros, approved to transfer all their assets and liabilities to Bankia (merger of Caja Madrid and Bancaja), keeping the name, its social work, and a number of buildings considered historical. The entity carried out an initial public offering, on 20 July 2011. The price was of EUR 3,75 per share, totaling EUR 3.092m.


FINANCIAL DATA ADVISERS & DUE DILIGENCEPARTIESTARGET: Banco Financiero y de Ahorros; Bankia (merger Caja Madrid and Bancaja)DESCRIPTION: Financial institution

SELLER %

- -

Total sold -

BUYER %

Fondo de Reestructuración Ordenada Bancaria (FROB) 45

Total acquired 45


MULTIPLES


Revenues - -

EBITDA - -

DEAL VALUE Payment

EUR 4.456m (Cash) EUR 4.456m


Revenues - 2011 770,65

EBITDA - 2011 -297,26




PARTY ADVISED

FINANCIAL ADVISERS LEGAL ADVISERS DUE

DILIGENCE

Fondo de Reestructuración Ordenada Bancaria (FROB) - Garrigues -



HIG

H-EN

D M

ARKET >

EUR 500m

HIG

H-E

ND

MA

RKET

> E

UR

500m

AdvisersIn this deal, Arcus Infrastructure Partners hired law firms Campos Ferreira, Sá Carneiro

Advogados and Linklaters as legal advisers. While José de Mello Holding hired Vieira de

Almeida Advogados as legal adviser; and Brisa hired law firm Sérvulo Advogados.

Tagus concluded a public takeover offer to acquire Brisa’s shares, which it did not yet hold, offering EUR 2,76 per share. Tagus is held by Portuguese group José de Mello Holding (55%) and UK-based Arcus Infrastructure Partners (45%), which jointly hold a 49,57% stake in Brisa.

With this offer, Tagus acquired a 35,23% stake in Brisa, a highway conces-sions company. In fact, Abertis sold 15,02% of the capital, and several private shareholders sold the remaining 20,21%, equivalent to 508,89 million shares. As a result Tagus will hold a 84,8% stake in Brisa’s share capital. The total deal value is EUR 1.404,54m.

Brisa is the largest highway concessions management company in Portugal. The company was founded in 1972 and also operates in other countries, such as United States and The Netherlands. As a result of this transaction, Brisa will leave the main Portuguese Stock Exchange index PSI-20.

At the beginning, Abertis voted against this takeover, but changed its decision later. Brisa’s market value at the time of this transaction was some EUR 1.500m, relatively far from EUR 6.300m, as of December 2007. Abertis, a Spain-based concessionary, estimates that the impact on cash flow of this deal will be EUR 312m, while the impact on its income statement will be EUR 97m.

COUNTRY: PortugalBrisa



DILIGENCE

Tagus Holdings Caixa BI

Espírito Santo Investment - BESiMillennium IB

- -

Arcus Infrastructure Partners -

Campos Ferreira, Sá Carneiro Advogados;

Linklaters -

José de Mello Holding - Vieira de Almeida

Advogados -

Brisa - Sérvulo Advogados -


MULTIPLES


Revenues - -

EBITDA - -

DEAL VALUE Payment

EUR 1.404,54m EUR 1.404,54m


Revenues - 2011 -

EBITDA - 2011 -



FINANCIAL DATA ADVISERS & DUE DILIGENCEPARTIES TARGET: Brisa

DESCRIPTION: Highway concessions management company

SELLER %

Private shareholders 20,21

Abertis 15,02

Total sold 35,23

BUYER %

Tagus Holdings (José de Mello Holding;

Arcus Infrastructure Partners)35,23

Total acquired 35,23

FINANCING

FINANCING BANKS

AMOUNT(EURm)

PERCENTAGE (%)

FINANCIAL ADVISERS LEGAL ADVISERS

Millennium BCP - - - Morais Leitão, Galvão Teles, Soares da Silva Advogados

CGD Caixa Geral de Depósitos - - - Morais Leitão, Galvão Teles,

Soares da Silva Advogados

Banco Espirito Santo - BES - - - Morais Leitão, Galvão Teles,





HIG

H-EN

D M

ARKET >

EUR 500m

HIG

H-E

ND

MA

RKET

> E

UR

500m

AdvisersIn this deal, Banco Popular hired Morgan Stanley as financial adviser and law firm

Cuatrecasas, Gonçalves Pereira as legal adviser. While Goldman Sachs was Banco Pastor’s

financial adviser and law firm Pérez-Llorca was its legal adviser.

COUNTRY: SpainBanco Pastor

Banco Popular launched a takeover offer to acquire Banco Pastor and merge the two entities. The deal value was EUR 1.362m, paid through exchange of new issued shares to all Banco Pastor’s shareholders who participated. In fact, Banco Popular offered 1,11 new shares for each share of Banco Pastor, and 30.9 shares for each of Banco Pastor's mandatory convertible bonds.

This deal was announced at the end of 2011, although it was only closed on 18 January 2012, once it was approved by the shareholders’ boards of both companies and by regulatory authorities.

Banco Popular uses this name since 1947, although it was founded in 1926 under the denomination Banco Popular de los Previsores del Porvenir. Currently, the bank is constituted by Targobank (Banco Popular Español and French group Crédit Mutuel), Banco Popular Portugal, Bancopopular-e (online bank), Popular Banca Privada (Banco Popular Español and Dexia), and TotalBank (Miami). In addition the bank has offices in Belgium, Chile, Germany, Hong-Kong, Colombia, Morocco, The Netherlands, Switzerland, Venezuela, Turkey and United Kingdom.

Source: www.TTRecord.comSource: www.TTRecord.com

FINANCIAL DATA ADVISERS & DUE DILIGENCEPARTIESTARGET: Banco Pastor DESCRIPTION: Financial institution

SELLER %

- -

Total sold -

BUYER %

Banco Popular 100

Total acquired 100


MULTIPLES


Revenues 1,31 x 1,31 x

EBITDA - -

DEAL VALUE Payment

EUR 1.362m (Cash) EUR 1.362m


Revenues - 2011 1.039,72

EBITDA - 2011 -

Enterprise value 1.362

Equity value 1.362


PARTY ADVISED


DILIGENCE

Banco Popular Morgan Stanley Cuatrecasas, Gonçalves Pereira -

Banco Pastor Goldman Sachs Pérez-Llorca -



HIG

H-EN

D M

ARKET >

EUR 500m

HIG

H-E

ND

MA

RKET

> E

UR

500m

AdvisersIn this deal, China United Network Communications hired Freshfields as legal adviser,

while Telefónica International hired Clifford Chance as legal adviser.

COUNTRY: ChinaChina Unicom

Telefónica, through Telefónica International, sold a 4,56% stake in China Unicom to China United Network Communications, the group’s controlling company. The deal value was HDK 10.963m. Previously, Telefónica held a 9,6% stake in China Unicom, and with this deal this percentage will drop to 5,01%.

The deal does not include management changes in China Unicom. César Alierta will remain a member and China Unicom’s president, Chang Xiaobing will remain a member of Telefónica’s board of directors.

In 2010, Telefónica and China Unicom signed an agreement through which the Chinese company acquired a 0,9% stake in Telefónica, and Telefónica in turn increased its stake from 5,4% to 8% in China Unicom. This transaction meant a disbursement of EUR 700m by each company.

In 2011, China Unicom and Telefónica strengthened the agreement signed in 2009. In fact, the new agreement was signed on 23 January 2011 and includes new cross investments between both companies valued at USD 500m (some EUR 375m). Once this deal is finalized, Telefónica will hold a 9,6% stake in China Unicom, while the Chinese company will hold a 1,37% stake in Telefónica.


FINANCIAL DATA ADVISERS & DUE DILIGENCEPARTIESTARGET: China Unicom DESCRIPTION: Telecommunications operator

SELLER %

Telefónica International 4,56

Total sold 4,56

BUYER %

China United Network Communications 4,56

Total acquired 4,56


MULTIPLES




DEAL VALUE Payment

EUR 1.154,35m (Cash) EUR 1.154,35m


Revenues - 2011 25.636,98

EBITDA - 2011 7.771,98




PARTY ADVISED


DILIGENCE

China United Network Communications - Freshfields -

Telefónica International - Clifford Chance -



HIG

H-EN

D M

ARKET >

EUR 500m

HIG

H-E

ND

MA

RKET

> E

UR

500m

In 2012, we registered some twenty deals in Spain in this market segment, which includes deals superior to EUR 500m. This means a decrease in number of deals. Thirty deals were registered in 2011.

The five largest deals this year were detailed above, although several others were also relevant. These include various divestments by Spanish multinationals such as Ferrovial and Banco Santander.

In 2012, Ferrovial sold a 10,62% stake in FGP Topco, controlling company of Heathrow Airport Holdings (BAA), to Qatar Holding, a Arab Emirates-based investment fund. The deal value was EUR 607m. Furthermore, and part of this trans-action, Qatar Holding acquired a 9,38% stake in Heathrow Airport Holdings (BAA), held by Britannia Airport Partners (5,63%) and by GIC (3,75%). With this deal, Qatar Holding attains a 20% stake in Heathrow Airport Holdings (BAA). The deal value was EUR 1.144m.

With this deal, Ferrovial reduces its stake in Heathrow Airport Holdings (BAA) to 39,37%. This divestment is part of Ferrovial’s assets valorization strategy and investment diversification. Ferrovial will use these resources to improve its liquidity and gain flexibility for new investments in infrastructure projects and services

In this transaction, Britannia Airport Partners was advised by Fasken Martineau Dumoulin, while Ferrovial received legal advice from Freshfields.

Banco Santander also divested abroad. The bank sold Banco Santander Colombia to CorpBanca, a Chile-based bank. The deal value was USD 1.229m (approx. EUR 910m). With this deal, Banco Santander will receive profits valued at EUR 615m, to strengthen its financial statements.

In this deal, CorpBanca used its internal team as financial and legal advisers, as well as Posse, Herrera & Ruiz Abogados for legal advice. On the other hand, Banco Santander hired Uría Menéndez and Colombia-based Prieto & Carrizosa.

Highlights, in 2012, also include other financial entities. Caixabank (Criteria CaixaCorp) and Banca Cívica, a bank created through a merger of Caja Navarra, Cajasol, Caja Burgos and Caja Canarias, approved the terms for their merger. The deal value was EUR 977m. With this merger, a new banking group was created with EUR 342.618m under management.

In this deal, CaixaBank (Criteria CaixaCorp) hired AZ Capital as financial adviser.

As we can see, most of the high-end market deals have a cross-border component. Another relevant deal, in 2012, was the acquisition by OHL of an additional stake in Abertis. In fact, construction company ACS sold a 10,04% stake in Abertis to OHL and to Abertis itself. The deal value was EUR 875,3m. With

Other highlighted deals

this transaction OHL attains a 15% of the capital. On the other hand Abertis acquired a 5,3% of its own shares, to subsequently sell to OHL. In exchange for this 15% stake, OHL integrates in Abertis, OHL’s highway concessions in Brazil and Chile. This transaction was executed through a swap of Participes en Brasil, an investment vehicle owner of a 60% stake in OHL Brasil, in exchange for a 10% stake in Abertis. In addition, Abertis will assume EUR 504,1m of liabilities from OHL Concesiones’s Brazilian business Partícipes en Brasil, plus a payment of EUR 10,7m. After this deal, OHL will hold a 15% stake in Abertis. The swap value to acquire its concession assets in Chile was EUR 204m, which will be partially financed by local banks.

In this deal, Abertis hired Citigroup as financial advisers, and Freshfields as legal advisers, while ACS hired Mediobanca as financial advisers. On the other hand, OHL appointed Linklaters and Lefosse Advogados as legal advisers. In addition, Deloitte was appointed to conduct the due diligence.

Furthermore, Procter & Gamble acquired a 50% stake in Arbora & Ausonia. With this deal, Agrolimen, a group held by the Carulla family, exits the com-pany’s share capital, and Procter & Gamble attained 100%. The deal value was EUR 814m. Agrolimen’s divestment is part of its efforts to focus on its three core businesses: food group Gallina Blanca Star, catering group The Eat Out Group, and animal feed manufacturer Affinity Pet Care.

In this deal, Procter & Gamble hired Uría Menéndez and Garrigues as legal advisers. Agrolimen received legal advice from Cuatrecasas, Gonçalves Pereira. In addition, Inforpress was the communications consultant.



HIG

H-EN

D M

ARKET >

EUR 500m

HIG

H-E

ND

MA

RKET

> E

UR

500m


TARGET SUBSECTOR BUYER SELLER AMOUNT (EUR m)

Atento Telecoms Bain Capital Telefónica 1.051

Kemble Water Water and Sanitation

China Investment Corporation (CIC)

Santander Private EquityFinpro 600


CapioHealthcare, Hygiene

and Medical Aesthetics

CVC Capital PartnersCapio

Nordic CapitalApax Partners

900

MivisaIndustrial Production,

Industrial Machinery, Metals

Private shareholdersN+1 Private Equity Fund I

BlackstoneCVC Capital Partners 900

Swissport Transports, Aviation and Logistics PAI Partners Ferrovial 880

Central Termosolar Andasol I;

Central Termosolar Andasol II

Solar Antin Infrastructure Partners RREEF Infrastructure Grupo Cobra 830

Santander Consumer USA

Financial and insurances

Dundon DFSSponsor Auto Finance Holdings Santander Consumer 828,35

Parque Eólico Tesosanto;

Parque Eólico Sierra de Carbas;

La Caldera Energía Burgos;Parque Eólico

La Boga;Parque Eólico

Marmellar

Wind Bridgepoint ACS 636,30

Largest private equity investments in 2011



Private Equity

In 2012, we registered two private equity deals in the Spanish high-end market, which includes deals superior to EUR 500m. Venture capital fund Bain Capital acquired Atento, held by Telefónica, for EUR 1.051m. In addition, Santander Private Equity sold, jointly with Portugal-based Finpro, a 8,68% stake in Kemble Water to China Investment Corporation. The deal value was some EUR 600m.

These values are clearly inferior to those registered last year. In 2011, six deals were recorded totaling EUR 4.974,65m. The deal volume in 2012 is thus similar to 2010, where there was only one deal with value superior to EUR 500m.

Atento

Telefónica closed the sale of Atento to a Group of companies held by venture capital fund Bain Capital. The deal value was EUR 1.051m. With this deal Bain Capital enters the Spanish market. Payment includes a deferred installment of EUR 110m subject to the company’s future performance, and bank loan for another EUR 110m. This sale was initiated in March 2012 and received three offers from venture capital funds Bain Capital, Apollo Capital and Permira. None of these materialized, and Telefónica cancelled the process, in September 2012. In October 2012, Telefónica reopened the sale.

Atento is based in Madrid with offices in the United States, Colombia, Brasil, Uruguay, Argentina, Mexico, and others in Latin America, and Morocco. The company registered, in 2011, a turnover of EUR 1.082m (+8.4%) and EBITDA of EUR 101m.

With this divestment, Telefónica accelerates its divestment strategy of non-strategic assets, to cope with its debt of EUR 58.000m.

AdvisersIn this deal, Telefónica hired HSBC Bank and Morgan Stanley as financial advisers, and

Ramón y Cajal and KPMG Abogados as legal advisers. On the other hand, Bain Capital

appointed Goldman Sachs and Santander Global Banking & Markets as financial advisers,

and law firms Uría Menéndez, Kirkland & Ellis, Marval O´Farrel & Mairal, Souza, Cescon,

Barrieu & Flesch Advogados, Carey & Allende, Brigard & Urrutia Abogados, and González

Calvillo Abogados as legal advisers. Atento received legal advice from law firms Houthoff

Buruma, Posse, Herrera & Ruiz Abogados, Miranda & Amado Abogados, Larraín Rencoret

Lackington & Urzúa Abogados, Tauil & Chequer Advogados, Consortium Centro América

Abogados, Nader Hayaux & Goebel Abogados, Cabanellas, Etchebarne, and Kelly &

Dell´oro Maini Abogados. Finally, Deloitte was appointed to carry out the due diligence.



HIG

H-EN

D M

ARKET >

EUR 500m

HIG

H-E

ND

MA

RKET

> E

UR

500m

AdvisersIn this deal, Santander Private Equity hired Clifford Chance as legal adviser.

Kemble Water

Spain-based fund Santander Private Equity and Portugal-based Finpro sold, jointly, a 8,68% stake in Kemble Water to China Investment Corporation. The deal value was some EUR 600m. This was the first investment by the Chinese group in Europe. This deal took place after a visit from the British authorities to China with the objective of showing the country’s strengths. Santander Private Equity entered Thames Water’s share capital in December 2006, with a EUR 38,9m investment. The deal was executed jointly with a consortium headed by Australia-based Macquarie Group.


No private equity investments were registered in this market segment in 2012


CapioHealthcare, Hygiene


CVC Capital PartnersCapio

Nordic CapitalApax Partners

900

MivisaIndustrial Production,

Industrial Machinery, Metals

Private shareholders;N+1 Private Equity Fund I

BlackstoneCVC Capital Partners 900

Swissport Transports, Aviation and Logistics PAI Partners Ferrovial 880

BioVex Biotechnology Amgen

MVM Life Science Partners;

Crédit Agricole Private Equity;

Morningside Venture;Ysios BioFund I

730

Jimmy Choo Luxury goods and Services Labelux

Private shareholders;Gala Capital;Towerbrook;

Capital Partners

600

Largest private equity exits in 2011






MID

-MA

RKET

> E

UR

100m

MID

-MA

RKET > EU

R 100m




Stahlwerk ThüringenGallardo Sections Germany

Industrial Production, Industrial Machinery,

MetalsCSN Steel Grupo Alfonso Gallardo 482,5

Repsol Butano Chile Chile Oil and Gas Larraín VialPrivate shareholders

Repsol (former Repsol YPF) 438,42

Groupama Seguros (España) Spain Financial and

insurances

InocsaGrupo Catalana

OccidenteGroupama 404,5

Eutelsat Communications France Telecoms China Investment

Corporation (CIC) Abertis telecom 385,2

BBVA Securities of Puerto Rico;

BBVA PR HoldingPuerto Rico Financial and

insurances Oriental Financial Group BBVA 379,42

USP Hospitales SpainHealthcare, Hygiene


Doughty Hanson

Barclays Bank;Private shareholders

RBS - The Royal Bank of Scotland;

355

Gasmedi SpainHealthcare, Hygiene


Air Liquide MercapitalPrivate shareholders 330

FGP Topco UK Financial and insurances

Stable Investment Corporation Ferrovial 319,3

Endesa Ireland Ireland Electric Scottish Southern Energy (SSE) Endesa 286

Esmalglass SpainGlass, Ceramic, Paper, Plastics,

Wood and TimberInvestcorp Private shareholders

3i (España) 280


Opodo Spain Internet PermiraAXA Private Equity Amadeus 500

Telvent Spain Technology Schneider Electric Abengoa 421

Jantus Spain Wind CPFL Comercialização Brasil Private shareholders 420

MBNA España Spain Financial and insurances Apollo Capital Bank of America

Merrill Lynch 400

Guascor Spain Solar Dresser-Rand

Axis Participaciones Empresariales; Diana Capital;

Private shareholders

375

Compañía Logística de

Hidrocarburos (CLH)

Spain Oil and Gas AXA Private Equity Disa 360

Bond Air Services UK Transports, Aviation

and Logistics Inaer Private shareholders 340

Telecable de Asturias Spain Telecoms Carlyle

Prensa Ibérica; Liberbank (Merger Cajastur, Caja de Extremadura and

Caja Cantabria)

340

BAA UK Airports Alinda Capital Partners Ferrovial 325

Saba Infraestructuras Spain Parkings

ProA Capital; Torreal; CaixaBank (Criteria

CaixaCorp)

Abertis ; CVC Capital Partners 311,5



Mid-market

In 2012, the Spanish mid-market transactional activity, which includes deals ranging between EUR 100m and EUR 500m, had a slight decrease compared to previous year, in as far as number of deals as well and also volume invested. In fact, forty deals were registered, 15 of these with values superior to EUR 250m.

Cross-border deals were significant in the mid-market, mainly due to Spanish companies’ divestments of their subsidiaries abroad. Grupo Alfonso Gallardo sold German companies Gallardo Sections y Stahlwerk Thüringen. Repsol sold Repsol Butano Chile, and Banesto sold Atuka to US-based venture capital fund Centerbridge Partners.

On the other hand, some Spanish companies showed interest in continuing their growth plans abroad, mainly towards emerging markets and Latin American countries. Highlights include the acquisition by Enagás of a 40% stake in Chile-based GNL Quintero, held by British Gas Group.

Spain is facing a difficult situation due to the economic crisis, which is influ-encing significantly the M&A market over the last few years. Nevertheless, this is also generating opportunities for international groups that chose to invest in Spain aiming to expand their businesses, due to the know-how and experience of Spanish teams. Highlights include the acquisition made by Air Liquide of Gasmedi, a Spain-based company that offers home respiratory therapies, held by Mercapital (75%) and by the Fierro family (25%). The deal value was EUR 330m. Furthermore, France-based group Elior acquired a 50% stake in Spain-based Áereas Iberoamericana and its controlling company Áreas, held by Emesa. With this deal Elior attained 100% of the capital. The deal value was EUR 150m.

Also noteworthy was the acquisition of ZIV Aplicaciones y Tecnología by India-based Crompton Greaves, through CG International. The Spanish company was held by its management teams (62,75%) and Dinamia Capital Privado, a company managed by N+1 Capital Privado (37,25%). The deal value was EUR 150m. From this amount, Dinamia will receive EUR 40,7m, which corresponds to 3,5 times the initial investment cost made in 2007.



MID

-MA

RKET

> E

UR

100m

MID

-MA

RKET > EU

R 100m

COUNTRY: Germany

COUNTRY: Germany

AdvisersIn this deal, Grupo Alfonso Gallardo hired BBVA Corporate Finance and Mediobanca as

financial advisers and Cuatrecasas, Gonçalves Pereira as legal adviser. CSN Steel received

financial advice from Santander Global Banking & Markets and legal advice from Uría

Menéndez. Ernst & Young carried out the due diligence.

Stahlwerk Thüringen

Gallardo Sections

Brazilian company CSN, through its subsidiary CSN Steel, acquired German companies Gallardo Sections and Stahlwerk Thüringen. The deal value was EUR 482,5m.

With this divestment, Gupo Alfonso Gallardo strengthens its financial capacity, taking into account the debt reduction of some EUR 4885m. In addition the group will close negotiations with its creditors and continue to develop future projects.

CSN Steel received an external loan, for an undisclosed amount, from BBVA, Banco Santander, Banesto, Bankia (merger of Caja Madrid and Bancaja), Banco Popular, Banco Caixa Geral Brasil, Caixa BI and CaixaBank (Criteria CaixaCorp).

Grupo Alfonso Gallardo will maintain a strong presence in the steel sector, with its factories: Siderúrgica Balboa, Alfonso Gallardo, Ferromallas, Galvacolor (Jerez de los Caballeros, Badajoz); Corrugados Getafe y Ferralca (Madrid); Corrugados Azpeitia y Corrugados Lasao (Guipúzcoa). The group also maintains its steel distributors Eusebio Calvo and Marceliano Martín with warehouses throughout Spain; in the cement sector, Cementos Balboa (Alconera, Badajoz); in the paper sector, Papresa (Guipúzcoa); as well as the sectors of media, and renewable energies.

In September 2011, Grupo Alfonso Gallardo agreed with Brazil-based CSN the sale of Cementos Balboa, Corrugados Azpeitia and Corrugados Lasao, and Germany-based Gallardo Sections and Stahlwerk Thüringen. Initially, this agreement was of EUR 543m, but the transaction did not materialize. A few months later the Spanish and Brazilian groups reached a new agreement in which the three Spanish plants were not included.

FINANCING

FINANCING BANKS AMOUNT(EURm)

(%) FINANCIAL ADVISERS LEGAL ADVISERS

BBVA - - - Clifford Chance

Banco Santander - - - Clifford Chance

Banesto - - - Clifford Chance

Bankia (fusión Caja Madrid y Bancaja) - - - Clifford Chance

Banco Popular - - - Clifford Chance

Banco Caixa Geral Brasil - - - Clifford Chance

Caixa BI - - - Clifford Chance

CaixaBank (Criteria CaixaCorp) - - - Clifford Chance



DILIGENCE

Grupo Alfonso Gallardo

BBVA Corporate FinanceMediobanca

Cuatrecasas, Gonçalves Pereira -

CSN Steel Santander Global Banking & Markets España Uría Menéndez -

Stahlwerk Thüringen - - Ernst & Young (España)


MULTIPLES


Revenues - -

EBITDA - -

DEAL VALUE Payment

EUR 482,50m (Aprox.) (Cash) EUR 482,50m (Aprox.)


Revenues - 2011 -

EBITDA - 2011 -

Enterprise value -

Equity value -

FINANCIAL DATA ADVISERS & DUE DILIGENCEPARTIESTARGET: Stahlwerk Thüringen / Gallardo SectionsDESCRIPTION: Plant for the manufacture of steel / Steel manufacturing company

SELLER %

Grupo Alfonso Gallardo 100

Total sold 100

BUYER %

CSN Steel (CSN) 100

Total acquired 100




MID

-MA

RKET

> E

UR

100m

MID

-MA

RKET > EU

R 100m

COUNTRY: Chile

AdvisersIn this deal, Larraín Vial received legal advice from its internal team, and hired Claro y

Cia. Abogados as legal adviser. Repsol appointed Goldman Sachs as financial adviser,

and Prieto y Cía Abogados as legal adviser. On the other hand, Empresas Lipigas hired

Philippi, Yrarrázaval, Pulido & Brunner as legal adviser.

Repsol Butano Chile

Repsol (former Repsol YPF), a Spain-based oil company, sold Repsol Butano Chile to a group of Chilean investors headed by Larraín Vial, a brokerage company, and Empresas Lipigas. The deal value was USD 540m. With this deal, Repsol continues its divestment strategy of non-strategic assets, and will receive a profit valued at USD 170m. In addition, Repsol will reduce its debt up to USD 317m. Repsol’s strategic plan for 2012-2016, estimates divestments of EUR 4.500m. Repsol has already reached EUR 1.850m, which includes Repsol Butano Chile’s sale.

The strategic plan includes the sale of Repsol Francia GLP to Totalgaz, a subsid-iary of French oil group Total. The deal value may be EUR 14,5m, approximately.

By mid-2012, Repsol (former Repsol YPF) faced a complicated situation, when the Argentinean Republic decided to expropriate a 51% stake in oil com-pany YPF, after declaring it was of public interest. The nationalized percentage involved most of Repsol’s stake in YPF. With this transaction, the Argentinean Government retained 51% of the capital, and the remaining 49% was transferred to ten hydrocarbon-producing provinces. As a result, the Argentinean Government will hold 26,01% of the capital and governors will hold 24,99%. Argentinean group Petersen, held by the Eskenazi family, will retain a 25% stake in YPF, while Repsol reduces its stake to 6,43% (previously held 57,43%).



DILIGENCE

Larraín Vial In-House Claro y Cía. Abogados -

Repsol (extinguida Repsol YPF) Goldman Sachs Prieto y Cía Abogados -

Empresas Lipigas - Philippi, Yrarrázaval, Pulido & Brunner -


MULTIPLES


Revenues - -

EBITDA - -

DEAL VALUE Payment

EUR 438,42m (Cash) EUR 438,42m


Revenues - 2011 -

EBITDA - 2011 -

Enterprise value 438,42

Equity value 438,42

FINANCIAL DATA ADVISERS & DUE DILIGENCEPARTIESTARGET: Repsol Butano ChileDESCRIPTION: Butane gas exploration and production company

SELLER %

Repsol (extinguida Repsol YPF) 100

Total sold 100

BUYER %

Larraín Vial -

Private shareholders -

Empresas Lipigas -

Total acquired 100




MID

-MA

RKET

> E

UR

100m

MID

-MA

RKET > EU

R 100m

COUNTRY: Spain

AdvisersIn this deal, Groupama hired Morgan Stanley as financial adviser and Garrigues as legal

adviser. On the other hand, Grupo Catala Occidente appointed BNP Paribas as financial

adviser and law firm Cuatrecasas, Gonçalves Pereira as legal adviser.

Groupama Seguros (España)

Catalana Occidente acquired Groupama Seguros (España) held by France-based Groupama, for EUR 404,5m. With this deal, Grupo Catalana Occidente acquired a 49% stake in Groupama Seguros (España) and Inocsa (which holds a 56,71% stake in Grupo Catalana Occidente) acquired the remaining 51% of the capital.

Furthermore, Grupo Catalana Occidente obtained an option to acquire shares held by Inocsa three years after this transaction. Groupama Seguros (España) has a staff of 1.000 employees, and in 2011, it registered profits of EUR 33m, 16% more than in 2010. The company’s turnover was EUR 940m, with a market share of 1,51%. The largest insurance line is the automobile with revenues of EUR 342m, followed by life with EUR 143m, and the pension fund with EUR 11m.

In 2012, Catalana Occidente also acquired a 6,48% stake in Atradius, a The Netherlands-based credit insurance company, held by Inocsa, for EUR 99,88m. With this deal, Catalana Occidente exercised its option to acquire Inocsa’s stake in Atradius, which was agreed in 2010 when the company acquired a 26,66% stake of the capital. As a result, the Catalan-based insurance company attained a 33,14% stake in Atradius’ share capital.



DILIGENCE

Groupama Morgan Stanley Garrigues -

Grupo Catalana Occidente BNP Paribas Cuatrecasas, Gonçalves

Pereira -


MULTIPLES



EBITDA - -

DEAL VALUE Payment



Revenues - 2011 940

EBITDA - 2011 -


Equity value 404,5

FINANCIAL DATA ADVISERS & DUE DILIGENCEPARTIESTARGET: Groupama Seguros (España)DESCRIPTION: Insurance company

SELLER %

Groupama 100

Total sold 100

BUYER %

Grupo Catalana Occidente 51

Inocsa 49

Total acquired 100




MID

-MA

RKET

> E

UR

100m

MID

-MA

RKET > EU

R 100m

COUNTRY: France

AdvisersIn this deal, Abertis telecom hired Linklaters as legal adviser.

Eutelsat Communications

Abertis telecom, held by Abertis Infraestructuras, sold a 7% stake in France-based Eutelsat Communications, to fund China Investment Corporation (CIC). The deal value was EUR 385,2m.

Eutelsat Communications, registered a turnover of EUR 1.222,2m, this year ending on 30 June, which represents a 4,6% increase, with EBITDA of EUR 957,2m. It also generated a profit of EUR 237m, which represents an IRR of 13%. This transaction occurred after Abertis’ acquisition of a 16% stake in Eutelsat Communications, in a private placement offering to qualified investors. Abertis retaied a 8,53% stake in Eutelsat Communications.

In compliance with the terms agreed by Abertis in this recent placement, CIC agreed not to dispose of the acquired shares (“lock-up”) during the period that remains from the initial 6 months agreement.

With this sale, Abertis continues its assets reorganization process, and focuses on those projects in which it can take an industry leadership role and a greater financial consolidation.

On the other hand, on 28 December 2012, after receiving an approval from the Spanish Government, Abertis acquired through its subsidiary Abertis telecom, a 7,2% stake in Hispasat, held by Telefónica de Contenidos. The deal value was EUR 68m.

The agreement terms were modified after Hispasat’s second shareholder, Eutelsat Communications, exercised its option to acquire the stake Telefónica intended to sell Abertis. Both companies had announced, on 21 February 2012, an agreement over a 13,23% stake in Hispasat, for EUR 124m. Finally Abertis acquired a 7,2% of the capital and Eutelsat Communications acquired the remaining 6,03%.

With this deal, Abertis becomes Hispasat’s major shareholder; its stake increases from 33,37% to 40,6%.



DILIGENCE

Abertis telecom - Linklaters -


MULTIPLES




DEAL VALUE Payment



Revenues - 2011 1.222,2

EBITDA - 2011 957,2



FINANCIAL DATA ADVISERS & DUE DILIGENCEPARTIESTARGET: Eutelsat CommunicationsDESCRIPTION: Company that develops and operates a satellite-based telecommunications

SELLER %

Abertis telecom 7

Total sold 7

BUYER %

China Investment Corporation (CIC) 7

Total acquired 7




MID

-MA

RKET

> E

UR

100m

MID

-MA

RKET > EU

R 100m

COUNTRY: Puerto Rico

COUNTRY: Puerto Rico

AdvisersIn this deal, Oriental Finacial Group hired Jefferies Internaltional as financial adviser, and

Cleary Gottlieb Steen & Hamilton and McConnel Valdés as legal advisers. On the other

hand, BBVA appointed BBVA Corporate Finance as financial adviser.

BBVA PR Holding

BBVA Securities of Puerto Rico

BBVA is one of the Spanish financial entities that chose to divest to restructure its business and cope with the financial crisis in Spain. The plan was to sell some of its assets in Latin America and focus on international expansion in the United States. BBVA’s plan for 2013, is to sell several pension funds in Latin America, possibly Colombia and Peru.

In 2012, BBVA sold BBVA PR Holding and BBVA Securities of Puerto Rico, its subsidiaries in Puerto Rico, to local financial institution Oriental Financial Group. The deal value was USD 500m, representing a price-earnings ratio of 14.7 times.

Thus far, BBVA’s activity in Puerto Rico was ranked as the seventh, out of eight financial entities in the country. The bank has 37 offices and a staff of 950 employees. BBVA PR Holding and BBVA Securities of Puerto Rico’s assets, on 31 March, were USD 5.200m, with deposits of USD 3.300m, and a market share of 5,9%, on 30 June 2011.

Oriental Financial Group offers financial services in Puerto Rico and Florida through four subsidiaries: Oriental Bank and Trust, Oriental Financial Services Corp, Oriental Insurance, and Caribe Pensiones Consultants. The company is based in San Juan and has a staff of 520 employees. With this deal, it becomes one of the largest financial groups in Puerto Rico.



DILIGENCE

Oriental Financial Group Jefferies International

Cleary Gottlieb Steen & Hamilton;

McConnel Valdés-

BBVA BBVA Corporate Finance - -


MULTIPLES


Revenues - -

EBITDA - -

DEAL VALUE Payment



Revenues - 2011 -

EBITDA - 2011 -


Equity value 379,42

FINANCIAL DATA ADVISERS & DUE DILIGENCEPARTIESTARGET: BBVA PR Holding y BBVA Securities of Puerto RicoDESCRIPTION: Financial institutions

SELLER %

BBVA 100

Total sold 100

BUYER %

Oriental Financial Group 100

Total acquired 100




MID

-MA

RKET

> E

UR

100m

MID

-MA

RKET > EU

R 100m

Similarly to 2011, in Spain, most of the highlighted mid-market deals had a cross-border component. Spanish multinationals chose to divest their subsidiaries abroad, and several Spain-based companies set their sights on emerging countries to continue their growth plans.

Also noteworthy were several private equity deals registered in this market segment. The creditors of USP Hospitales, RBS -The Royal Bank of Scotland and Barclays Bank, its founder Gabriel Masfurroll and the management team, sold the hospital group to private equity fund Doughty Hanson. So far, RBS -The Royal Bank of Scotland and Barclays Bank held a 65% of the capital, Gabriel Masfurroll and the management team held 25%, and the remaining 10% was held by John de Zuleta. Doughty Hanson paid EUR 355m, which represents 10,3 times USP’s EBITDA in 2011, and 9 times EBITDA estimated for 2012.

Regarding divestments by Spanish companies, highlights include the sale by Ferrovial, an infrastructure management company, of a 5,7% stake in FGP Topco, the management company of Heathrow airport, to Stable Investment Corporation, a subsidiary of China Investment Corporation (CIC). The deal value was EUR 319,3m. With this deal, Ferrovial will indirectly hold a 44,27% stake in Heathrow Airport Holdings.

Furthermore, Bankia (merger of Caja Madrid and Bancaja) sold a 10,36% stake in Mapfre América to Mapfre. The deal value was EUR 244m, which represents a profit of EUR 102m. Bankia (merger of Caja Madrid and Bancaja) exercised its sale option, agreed in 2005 by both companies. Mapfre América groups the direct insurance business of Mapfre in Latin America. The group is pres-ent in 18 countries and is the leading company in life insurance. Corporación Financiera Caja de Madrid acquired a 10,36% in Mapfre América in 1998. The bank was integrated in BFA as a result of the merger of Caja Madrid and six other savings banks with Bankia (merger of Caja Madrid and Bancaja).

In addition, Italy-based Enel, through Endesa, sold Endesa Ireland to UK-based Scottish & Southern Energy (SSE). The deal value was EUR 286m. Endesa Ireland owns electric power plants with a total capacity of 1.068MW. The deal value was EUR 361m, and includes the company’s net financial position. Moreover, Scottish & Southern Energy (SSE) will invest EUR 137m to finish the construction of a combined cycle turbine, capable of generating 460MW, in wind farm located in Great Island, Wexford.


Enel does not consider Ireland a strategic market, and expects the sale to have a positive impact on its debt of some EUR 382m.

On the other hand, regarding Spanish companies investing abroad, high-lights include Enagás’ acquisition of a 40% stake in GNL Quintero, held by British Gas Group. The deal value was EUR 272m, paid in two equal installments. Enagás acquires a 20% stake for each installment of EUR 136m. The first stage was closed on 13 September 2012, after receiving the appropriate authorizations. The remaining 20% is still pending. After this first stage, GNL Quintero’s share capital is divided between ENAP, Endesa Chile, Metrogas y BG Group, with a 20% stake each. As for the second stage, it is estimated that Enagás will acquire a 40% stake jointly with another shareholder. In this manner, Enagás would hold 51% and the other partner would retain 49% of the capital.

Other highlighted transactions, in this market segment this year, include financial and insurance companies. CaixaBank acquired a 50% stake in Caja Burgos Vida, Compañía de Seguros de Vida, Caja Navarra Seguros y Banca Cívica, and Vida y Pensiones, held by Aegon España, a subsidiary of Dutch company Aegon. The deal value was EUR 190m. With this transaction, which means the end of current joint venture agreements, CaixaBank acquires the insurance business held by the Dutch group in Banca Cívica. On 31 July 2012, Banca Cívica and CaixaBank closed a merger agreement, in the middle of the restructuring process taking place in Spanish financial sector.



MID

-MA

RKET

> E

UR

100m

MID

-MA

RKET > EU

R 100m


USP Hospitales Healthcare, Hygiene and Medical Aesthetics Doughty Hanson

Barclays Bank; Private shareholders; RBS - The Royal Bank of Scotland

355

EsmalglassGlass, Ceramic, Paper, Plastics,

Wood and TimberInvestcorp 3i (España)

Accionistas particulares 280

Maxam (antigua Unión Española de Explosivos)

Chemical and Chemical Materials

Advent International España

Vista Capital Portobello Capital 230

Euskaltel Telecoms InvestindustrialTrilantic Capital Partners

Gobierno Vasco; Corporación Mondragón; Endesa; Iberdrola; Kutxabank

(merger BBK, Kutxa y Vital)

198

Panamericana Solar, Tacna Solar Solar

CAF - Corporación Andina de Fomento;

Conduit Capital Partners

Corporación GestampSolarpack 164,9

USP Hospitales; Grupo Hospitalario Quirón

Healthcare, Hygiene and Medical Aesthetics Doughty Hanson 160

BanBajío Financial and insurances Ion Investment Private shareholders Banco Sabadell 156

Flightcare Transports, Aviation and Logistics

Swissport Handling (controlada por PAI Partners)

FCC Versia 135

Aktua Financial and insurances Centerbridge Partners Banesto 100


Opodo Internet PermiraAXA Private Equity Amadeus 500

MBNA España Financial and insurances Apollo Capital Bank of America

Merrill Lynch 400

Bond Air Services Transports, Aviation and Logistics Inaer Private shareholders 340

Telecable de Asturias Telecoms Carlyle

Prensa Ibérica; Liberbank (Fusión entre Cajastur, Caja de Extremadura,

Caja Cantabria)

340

Saba Infraestructuras Parkings Torreal

ProA Capital;CaixaBank (Criteria CaixaCorp)

CVC Capital Partners Abertis 311,5

Panasa FoodPrivate shareholders

MercapitalDeyá Capital

Private shareholders 300

Unión Fenosa Deocsa - Deorsa Electric Actis Gas Natural Fenosa 241

Grupo Hospitalario Adeslas (Unión

Médica Regional)

Healthcare, Hygiene and Medical Aesthetics

Goodgrower CaixaBank (Criteria CaixaCorp) 190

Compañía Logística de Hidrocarburos (CLH) Oil and Gas AXA Private Equity Disa 180

Acciona Parkings Parkings EQT Infrastructure Acciona 140

Highlighted private equity investments 2011

Highlighted private equity investments 2012



Private Equity

The private equity segment, in 2012, registered a slight decrease compared to 2011, in as far as number of deals in all the market segments, and also in invest-ment volume. The mid-market in particular, decreased slightly with 15 deals registered (nine investments and three divestments) compared to 17 in 2011 (fourteen investments and three divestments). In 2011, the two largest deals in this segment totalized EUR 90m, while in 2012 the two largest deals totalized EUR 635m. Doughty Hanson acquired USP Hospitales, for EUR 355m; and Investcorp acquired Esmalglass held by 3i Group, for EUR 280m.

USP Hospitales

The creditors of USP Hospitales, RBS - The Royal Bank of Scotland and Barclays Bank, its founder Gabriel Masfurroll and its management team, sold the hospital group to private equity fund Doughty Hanson. So far, RBS -The Royal Bank of Scotland and Barclays Bank held a 65% of the capital, Gabriel Masfurroll and the management team held 25%, and the remaining 10% was held by John de Zuleta. Doughty Hanson paid EUR 355m, which represents 10,3 times USP’s EBITDA in 2011 and 9 times EBITDA estimated for 2012.

Other groups showed interest in the acquisition of USP Hospitales: consor-tiums PAI Partners-Grupo Hospital de Madrid and Blackstone-Hospiten. Some companies made offers, such as CVC Capital Partners, through Capio España; Bridgepoint and KKR, jointly with Grupo Hospitalario Quirón. In 2006, USP Hospitales decided to reconvert its debt, of EUR 500m, into shares. As a result its creditors, RBS - The Royal Bank of Scotland y Barclays Bank, acquired a 65% stake of the capital. The management team retained 25%, while Cinven with 64%, Portugal-based Caixa Geral with 10%, and Fundación Alex with 1%, reduced their stake to 10% in USP Hospitales. The remaining 10% will be retained by John de Zulueta.

USP Hospitales has a staff of 7.000 employees and a network with 35 health centers in Spain, Portugal and Morocco. In 2010, USP Hospitales registered a turnover of EUR 319,3m and profits of EUR 6,5m

AdvisersDoughty Hanson hired Rothschild and BBVA Corporate Finance as financial advisers and

Ashurst as legal adviser and also to carry out the due diligence. On the other hand, the

sellers appointed Allen & Overy as legal adviser, while Deloitte carried out the due dili-

gence for USP Hospitales.



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Esmalglass

Arab group Investcorp acquired Esmalglass, a manufacturer of ceramic colors and enamels, through Goromar XXI. The company was held by private equity fund 3i España and the company’s management team, headed by the Baigorri family, which will retain a minority stake. The deal value was approximately EUR 280m.From this amount, EUR 105m will be paid by ICG (Intermediate Capital Group). Furthermore, Banco Santander and BBVA also supported this deal’s funding. The sale process began in mid-2011, and attracted interest from Mercapital and Ergon, although neither of these firms presented a binding offer. Esmalglass registered a turnover of EUR 270m, in 2010. The firm owns factories in Italy, Brazil, China, Indonesia, United Kingdom and Russia. In 2002, 3i España acquired a 49% stake in Esmalglass, marking its entry the company’s share capital. The deal was executed through a MBO, and the remaining 51% of the capital was retained by the management team. The deal value was EUR 230m. From this amount, EUR 80m were paid by 3i Group, EUR 25m by the management team, the rest was a loan granted by BNP Paribas, for EUR 125m.


Advent International España acquired a 49,9% stake in Maxam, held previ-ously by Portobello Capital and Vista Capital. The deal value is estimated at EUR 230m.

Both funds entered the company’s share capital in 2006, with the acquisition of a 27,37% and a 22,62% stake, respectively. The remaining 50,1% will be retained by the management team, headed by José F. Sanchez-Junco. Portobello Capital y Vista Capital registered profits in this deal; its investment in Maxam, in 2006, was EUR 66m.

Maxam is the third operator of civil explosives in the world. The company registered a turnover of some EUR 800m in 2010, and EBITDA of EUR113m.

AdvisersIn this deal, 3i España hired BNP Paribas as financial adviser and Cuatrecasas, Gonçalves

Pereira as legal adviser. On the other hand, Esmalglass received legal advice from

Deloitte Abogados.

Portobello Capital is firm created in 2010, by five former partners of Inversiones Ibersuizas. The new firm retained 15 subsidiaries as part of its portfolio, and among them was Maxam.

Euskaltel

US-based private equity fund Trilantic Capital Partners and Italy-based fund Investindustrial acquired a 48,1% stake in Euskaltel, for EUR 198m. As a result the following companies will exit Euskaltel’s share capital: Endesa (10,64%), Corporación Mondragón (2%) and the Basque Government (7,5%). Kutxabank and Iberdrola will have their stake reduced to 49,9% and 2% respectively. Euskaltel is a telecommunications company that operates in the Basque Country. In 2011, the company registered a turnover of EUR 334m, with EBITDA of EUR 131m and profits of EUR 38,4m. Euskaltel’s debt is valued at EUR 440m.

This transaction was executed through a capital increase of EUR 68m. The resources will be used to pay the Basque Government for the public telecom-munications network, which up until now was leased by Euskaltel. Subsequently the funds will pay the remaining EUR 198m and recompose the shareholding structure

Panamericana Solar y Tacna Solar

AdvisersAdvent International España hired N+1 as financial adviser and law firms Uría Menéndez,

Clifford Chance and Garrigues as legal advisers. Moreover, Advent International España

appointed The Boston Consulting Group for the sectorial and market analysis and KPMG

España and Aon España to execute the due diligence.

On the other hand, Portobello Capital and Vista Capital appointed CMS Albiñana &

Suárez de Lezo as legal advisers and to carry out the due diligence for both. Maxam (for-

mer Unión Española de Explosivos) hired Linklaters as legal adviser. The real estate due

diligence was carried out by Tinsa and the environment due diligence by Environ Iberia.

AdvisersIn this deal, Kutxabank (merger of BBK, Kutxa and Vital) hired Citigroup as financial adviser

and Deloitte to carry out the due diligence. On the other hand, Investindustrial hired GBS

Finanzas as financial adviser and Garrigues as legal adviser, a law firm which also advised

Trilantic Capital Partners. Euskaltel appointed Uría Menéndez as legal adviser and KPMG to

carry out the due diligence.



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US-based private equity fund Conduit Capital Partners and CAF - Corpora- ción Andina de Fomento acquired a 81% stake in Tacna Solar and Panamericana Solar, two Peru-based companies that manage and develop photovoltaic plants with capacity of 20 MW each. The deal value was USD 210m. In addition the firms will share the plant’s management with Spain-based companies Solarpack (9,5%) and Corporación Gestamp (9,5%). Currently, Tacna Solar is already built and its operations began recently, while Panamericana Solar is still under construction.

AdvisersConduit Capital Partners hired Estudio Echecopar y Clifford Chance as legal advisers. On

the other hand, Solarpack appointed its own internal team, and law firms Rodrigo, Elías &

Medrano Abogados and Jones Day as legal advisers. Corporación Gestamp, received legal

advice from its own team, as well as from law firms Rodrigo, Elías & Medrano Abogados

and Jones Day.


Gasmedi Healthcare, Hygiene and Medical Aesthetics Air Liquide Mercapital


Controladora Milano Distribution and Retail Kaltex Comercial Advent International Valanza 268,28

Amobee Marketing y Publicidad SingTel (Singapore Telecommunications)

Sequoia Capital Accel Partners

Telefónica240

ZIV Aplicaciones y Technology Technology Crompton Greaves Dinamia


Highlighted private equity exits 2011



Saba Infraestructuras ParkingsTorreal

ProA Capital; CaixaBank (Criteria CaixaCorp)

CVC Capital Partners Abertis 311,5

Restauravia Tourism, Hostels and Restaurants Amrest Corpfin Capital 198

Dress for less Internet Privalia Palamon Capital Partners 160





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Gasmedi

Air Liquide, a France-based multinational, acquired Gasmedi, a Spain-based company that offers home respiratory therapies, held by private equity firm Mercapital (75%) and the Fierro family (25%). In 2006, Mercapital had acquired, through a MBO, 75% of the capital while the management team retained 25%. The deal value was EUR 330m. In 2006, Mercapital and the management team paid EUR 275m, of which EUR 96m was in equity and EUR 179m in debt held by Calyon, IKB and HVB.

Gasmedi is a leading company on the Spanish market. It offers home respiratory therapies and supplies medical gas. In 2011, Gasmedi registered a turnover of EUR 82m, an increase of 13% compared to 2010. Air Liquide is listed on CAC 40 Paris Stock Exchange. The company manufactures gas for the industry, health and the environment, and is present in 80 countries with 46.200 employees. In 2011, it registered a turnover of EUR 14.500m.

Controladora Milano

Kaltex Comercial, a Mexico-based retailer and distributor of clothing, acquired a 67% stake in Controladora Milano, a Mexico-based company in the same line of business, held by private equity firms Valanza (held by BBVA) and Advent International. The deal value was EUR 350m. With this deal, Kaltex Comercial increases its presence in the Mexican retail market and adds 470 stores to its portfolio.

AdvisersIn this deal, Mercapital and the private shareholders hired Goldman Sachs as financial

adviser and Freshfields as legal adviser. Air Liquide appointed BNP Paribas and Rothschild

as financial advisers, and law firms Cuatrecasas, Gonçalves Pereira and Baker & McKenzie

as legal advisers.

Accuracy carried out the due diligence for Air Liquide and Deloitte for Mercapital.

AdvisersIn this deal, Valanza hired BBVA Corporate Finance as financial adviser; while Advent

International hired Cititgroup as financial adviser and Galicia Abogados as legal adviser.

Kaltex Comercial appointed BNP Paribas as financial adviser and Robles Miaja as legal

adviser. Controladora Milano received financial advice from Citigroup.

Amobee

Singapore Telecom (SingTel), an Asian telecoms operator, acquired Amobee, a US-based company that specializes in ads and publicity through mobile phones. The deal value was USD 321m. Among the company’s main shareholders were Telefónica, Sequoia Capital, Accel Partners, Cisco Systems, Motorola and Vodafone. In fact, Telefónica acquired a minority stake in the company’s share capital at the end of 2007.

ZIV Aplicaciones y Technology

India-based Crompton Greaves, through CG International, acquired Spain-based ZIV Aplicaciones y Tecnología, held by the management team (62,75%) and Dinamia Capital Privado, controlled by N+1 Capital Privado (37,25%). The deal value was EUR 150m. From this amount, Dinamia will pay EUR 40,7m, which represents 3,5 times the investment cost made in 2007.

ZIV Aplicaciones y Tecnología is based in Zamudio (Bilbao). It manufactures, and markets digital equipment and systems, as well as communication applica-tions for the transmission, and distribution of electrical energy. The company is present in Spain, Brazil, United States and India. Crompton Greaves, is a subsidiary of group Avantha, and is listed on the India Stock Exchange. It offers electrical equipment and services, and is present throughout the world. During the period of 2005-2012, the company increased its business volume by five times; currently, it is valued at USD 2.300m.

AdvisersIn this deal, Dinamia hired Lazard España as financial adviser and Ashurst as legal adviser.

Furthermore, Crompton Greaves appointed Arcano Asesores as financial adviser and DLA

Piper as legal adviser. In addition, PwC carried out the due diligence for Dinamia and Ernst

& Young for Crompton Greaves.



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Aktua Spain Financial and insurances Centerbridge Partners Banesto 100

Atradius The Netherlands

Financial and insurances

Grupo Catalana Occidente Inocsa 99,8

HCV - Hoteles y Clubs de Vacaciones Spain Tourism, Hostels

and RestaurantsPontegadea; Iberostar; Private shareholders

Paradise CastleThomas Cook 94

Danone España Spain Food Groupe Danone Private shareholders 91,5

Clece Spain Limpieza y Reciclaje Mercapital ACS 80

Hospital de Torrejón de Ardoz Spain

Healthcare, Hygiene and Medical Aesthetics

Grupo Sanitas Ribera Salud 77,6

Cacaolat Spain FoodVictory Corporate;

Turnaround; Cobega; Damm

- 75

Rumbo Spain Internet Bravofly Orizonia Corporación Telefónica 74

Mercadona Spain Distribution and Retail Private shareholders Private shareholders 72

Hispasat Spain Aerospace and Aeronautical Abertis telecom Telefónica de Contenidos 68


Banco Madrid Spain Financial and insurances

Banca Privada d’Andorra Kutxa 100

Estacionamientos y Servicios (Eyssa) Spain Other services N+1 Private Equity

Fund II; Dinamia FCC Versia 100

Politec Brazil Telecoms Indra Brasil Mitsubishi Corporation Private shareholders 100

Axión Spain Telecoms Antin Infrastructure Partners

Sandetel; Cajasol; Unicaja; TDF Group 100

Multiópticas Internacional Spain Distribution

and Retail Luxottica Group Private shareholders 95

ServiCaixa Spain Internet Live Nation Entertainment La Caixa 90

Tiltra Group LithuaniaConstruction

(Materials and Machinery)

Trackja Polska Private shareholders 89

Acens Technologies Spain Technology Telefónica

Private shareholdersAleph CapitalNazca Capital

80

Credit Uruguay Banco Uruguay Financial and

insurances BBVA Crédit Agricole 78

Vila do Conde Transmissora de Energia

Brazil Electric Elecnor Transmissão de Energia

Lintran do Brasil; Isolux Energia e Participações 76



Smaller Market

In 2012, the M&A market in Spain was overall less active with respect to previous year. Following this tendency, the smaller market segment, which includes deals with values inferior to EUR 100m, registered 290 closed transac-tions, approximately 10% less than in 2011. The most active subsectors were the financial, followed by technology and telecoms, internet, and food.

The two largest deals in this segment were registered in the financial subsec-tor. US-based private equity fund Centerbridge Partners acquired Spain-based Aktua, held by Banco Santander, for EUR 100m. Catalana Occidente acquired a 6,48% stake in Atradius, a The Netherlands-based credit insurance com-pany, held by Inocsa. The deal value was EUR 99,88m. As a result, Catalana Occidente attained a 33,14% stake in Atradius.

Cross-border deals also had a relevant spot in the smaller market, primarily with Spain-based companies’ divestments in Latin America, which was also the case in the mid- and high-end segments. Highlights include Mapfre’s acquisition of a 35% stake in Mapfre Mundial Holding, a Panama-based insurance company, held by Grupo Mundial Tenedora, a subsidiary of Banco Banvivienda. Furthermore, venture capital fund Telefónica Ventures, a subsidiary of Telefónica Digital, acquired a minority stake in US-based Joyent, jointly with Weather Investment II. Finally, Afinsa, a Spain-based investment company of tangibles such as stamps and art, sold a 57% stake in Spectrum Group International, an investment company of collectors’ goods, to its other shareholders. The deal value was USD 58,25m.

The private equity sector was particularly active in the smaller market, with a several deals carried out by venture capital funds, as well as by Business angels. They seized the opportunities being offered by the market mainly in technology related segments. Highlights include several Spanish funds, such as Telefónica Ventures, Cabiedes & Partners, Caixa Capital Risc, among others. Some of the noteworthy closed deals were the investment by Telefónica Ventures, a subsidiary of Telefónica Digital, and Caixa Capital Risc in AddFleet. The deal was executed with a capital increase of EUR 3m. Habitissimo conducted a capital increase of EUR 300.000, subscribed by Padeinvest, Mola Factory and Faraday, which enter the company’s share capital. Cabiedes & Partners also subscribed, and increased its stake in the company, becoming its leading partner.



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AdvisersIn this deal, Centerbridge Partners hired KPMG as financial adviser.

COUNTRY: SpainAktua

Centerbridge Partners, a US-based private equity fund, acquired Spain-based Aktua held by Banesto, a subsidiary of Banco Santander. The deal value was EUR 100m. This is the fund’s first investment in Spain.

Aktua, based in Madrid, manages and collects real estate credits and mortgages. The company also sells real estate, through its web portal, from developers and companies. This transaction is part of a restructuring process taking place in Spain to recapitalize companies.

Furthermore, at the end of 2012, Banco Santander announced the integration of Banesto and Banif, which implied unifying the commercial networks in Spain under Santander’s identity.

With this deal, Banco Santander strengthens its brand, adding 4.000 subsidiar-ies with its corporate identity. Banesto’s shareholders will receive Santander’s shares with a premium of 24,9%.

This merger will generate synergies of EUR 520m on the third year. Saving costs will derive from the integration of central services and closing 700 branches, out of a total of 4.664 between the three banks. Banco Santander will also strength-ens its specialized network of corporate banking, seizing Banesto’s notorious experience in SMEs and private banking; Banif is the leading entity in this line of business in Spain.



DILIGENCE

Centerbridge Partners KPMG - -

FINANCIAL DATA ADVISERS & DUE DILIGENCEPARTIESTARGET: AktuaDESCRIPTION: Company that manages and collects real estate credits and mortgages

SELLER %

Banesto 100

Total sold 100

BUYER %

Centerbridge Partners 100

Total acquired 100


MULTIPLES


Revenues - -

EBITDA - -

DEAL VALUE Payment

EUR 100m (Cash) EUR 100m


Revenues - 2011 -

EBITDA - 2011 -

Enterprise value 100

Equity value 100




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AdvisersIn this deal, Grupo Catalana Occidente hired Cuatrecasas, Gonçalves Pereira as

legal adviser.

COUNTRY: SpainAtradius

Catalana Occidente acquired a 6,48% stake in Atradius, a The Netherlands-based insurance company, held by Inocsa. The deal value was EUR 99,88m. With this transaction, Catalana Occidente exercised its acquisition option; an agreement signed in 2010 when it acquired 26,66% of the capital. As a result, the insurance company attained a 33,14% stake in Atradius’ share capital.

In 2010, Catalana Occidente acquired a 26,66% in Atradius, a Dutch credit insurance company, held by Swiss Re (15,89%), Deutsche Bank (9,11%) and Oppenheim (1,66%). Furthermore, Inocsa acquired a 9,11% stake in Atradius, held by Swiss Re. The deal value was EUR 534m, which represents EUR 18,87 per share.

In 2012, Catalaca Occidente also acquired Groupama Seguros (España), held by France-based Groupama, for EUR 404,5m.

Through this transaction Groupo Catalana Occidente acquired a 49% stake in Groupama Seguros and Inocsa acquired the remaining 51%. Furthermore, Grupo Catalana Occidente obtained and option to acquire shares held by Inocsa at the end of a three-year period.

Groupama España has a staff of 1.000 employees, and in 2011, it registered a net profit of EUR 33m, a 16% increase compared to 2010. Its turnover was EUR 940m, with a market share of 1,51%. The company’s strongest portfolio is car insurance with EUR 342m in Groupama and EUR 12m in Click Seguros, its telemarketing subsidiary. Life insurance registered EUR 143m. In pension plans its assets are valued at EUR 11m.



DILIGENCE

Grupo Catalana Occidente - Cuatrecasas, Gonçalves

Pereira -

FINANCIAL DATA ADVISERS & DUE DILIGENCEPARTIESTARGET: AtradiusDESCRIPTION: Insurance company

SELLER %

Inocsa 6,48

Total sold 6,48

BUYER %

Grupo Catalana Occidente 6,48

Total acquired 6,48


MULTIPLES


Revenues - -

EBITDA - -

DEAL VALUE Payment



Revenues - 2011 -

EBITDA - 2011 -

Enterprise value 1.540

Equity value 1.540




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AdvisersIn this deal, Iberostar hired law firms Ramón y Cajal and Cuatrecasas, Gonçalves

Pereira as legal advisers. On the other hand, Pontegadea appointed Broseta Abogados

as legal adviser.

COUNTRY: SpainHCV - Hoteles y Clubs de Vacaciones

Real estate company Pontegadea, hotel company Iberostar and a third uniden-tified shareholder acquired HCV - Hoteles y Clubs de Vacaciones, composed by hotels Royal Cupido, Royal Cristina, Royal Playa, Royal Al Andalus and Andalucía Playa, as well as Golf Club Novo Sancti Petri. HCV - Hoteles y Clubs de Vacaciones was previously held by UK-based group Thomas Cook (51% and Spain-based Paradise Castle (49%). The deal value was EUR 94m, paid in cash. Furthermore, Iberostar assumes the company’s debt of EUR 22,6m.

The hotel sector has been suffering several changes in the last few years. Due to the economic crisis several companies had to sell their assets and other more solvent groups took the opportunity to expand their businesses. Competent Business acquired La Calderona held by General de Terrenos, a promoting com-pany that owns the club resort located in Calderona mountain, close to Valencia.

On the other hand, investment group Corbis acquired a 80% stake in Casas y Palacios de España, owned by Ignacio Medina and specialized in luxury properties in historical buildings. The duke of Segorbe will retain a 20% stake in the company’s share capital. Casas y Palacios de España owns three hotels in Cordoba and Seville with a total of 270 rooms. Furthermore, German tour operator Alltours acquired Hotel Eden Alcudia in Mallorca, aiming to continue its growth in Spain. This deal was carried out through its Spanish subsidiary Allsun Hoteles, for an undisclosed amount. As a result, Eden Hoteles, which had failed for bankruptcy with its four establishments in April 2012, continues its restructuring process with the sale of Hotel Eden Playa in June, also acquired by Allsun Hoteles.

Finally, Spain-based MH Hotels acquired Hotel Solimar and Hotel San Diego, for an undisclosed amount.



DILIGENCE

Iberostar -Ramón y Cajal

Cuatrecasas, Gonçalves Pereira

-

Pontegadea - Broseta Abogados -

FINANCIAL DATA ADVISERS & DUE DILIGENCEPARTIESTARGET: HCV - Hoteles y Clubs de VacacionesDESCRIPTION: Company that manages a portfolio of hotels

SELLER %

Thomas Cook 51

Paradise Castle 49

Total sold 100

BUYER %

Iberostar -

Pontegadea -

Private Shareholders -

Total acquired 100


MULTIPLES



EBITDA 40,21 x 32,41 x

DEAL VALUE Payment



Revenues - 2011 35,2

EBITDA - 2011 2,90

Enterprise value 94

Equity value 116,6




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COUNTRY: SpainDanone España

Groupe Danone acquired 1.416.368 shares of its Spanish subsidiary held by two minority shareholders, increasing its stake in the company’s share capital from 57,05% to 65,62%. Danone España’s minority shareholders were families Portabella, Carasso, Botton and Fuster. In 2013, Groupe Danone announced that it intends to continue acquiring shares of Danone España.

These acquisitions were made through a cash payment of EUR 91,5m, plus the contribution of Danone treasury shares for external growth initiatives and representing 0.95% of Groupe Danone’s share capital. The two minority shareholders receiving the Danone España shares have undertaken to hold these shares for a minimum of three years. Furthermore, Groupe Danone will acquire over the next three months an equal number of shares, and will attain a 75% stake in Danone España. This transaction will have a positive impact on the group’s EUR 81m debt, since the options granted to the Spanish shareholders are recorded in Group accounts as financial debt.

The food sector has been dramatically influenced by the economic crisis. Since 2010, several factories were closed and numerous companies have filed for bankruptcy or were forced to sell their assets to remain afloat. Highlights, in 2012, include the acquisition of Seda Solubles, a Spain-based coffee pro-cessing company and other soluble products, currently facing bankruptcy, by Olam Internantional, an Asian multinational that supplies agricultural products and food ingredients. The deal value was EUR 38,1m, and includes maintain-ing most of the 324 current employees, spread across factories in Palencia and Villamuriel de Cerrato. Furthermore, Singapur intends to invest some EUR 5,3m during the next two years to review and maintain its assets.

Another similar case was the Nubori’s acquisition of Bodegas Marqués de Campo Nuble, held previously by Nueva Rumasa and facing bankruptcy. With this deal, Marqués de Campo Nuble will be renamed Nuevas Bodegas Riojanas. The winery has EUR 13m in assets, which includes the facilities with 8.000 square meters in Alfaro. Currently, it operates at 50% its normal rhythm. It is estimated that in 2013 the winery will produce 500.000 bottles, of which 30% will be exported.

FINANCIAL DATA ADVISERS & DUE DILIGENCEPARTIESTARGET: Danone EspañaDESCRIPTION: Yogurt and other dairy products manufacturing company

SELLER %


Total sold 8,57

BUYER %

Groupe Danone 8,57

Total acquired 8,57


MULTIPLES




DEAL VALUE Payment



Revenues - 2011 1.099,08

EBITDA - 2011 267,74






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COUNTRY: SpainClece

Highlights, in the smaller market, include several private equity deals. Mercapital acquired a 25% stake in Clece, a company that offers cleaning services, maintenance and logistics, social and airport services. Clece is held by group ACS, which will retain 75% of the capital. The deal value was EUR 80m. The agreement gives Mercapital an option to acquire the remaining 75% of the capital. Clece employs in excess of 51.000 workers, and it registered a turnover of EUR 1.051m, in 2010.

In 2011, ACS announced the sale of Clece. Initially ACS signed an agreement with private equity funds Permira (through Luxpeak) and Mercapital, for EUR 608. This agreement did not materialize, and was cancelled early in 2012. Some months later ACS signed an agreement with Mercapital, this time alone, for the acquisition of a 25% stake in Clece.

Throughout 2012, Mercapital closed seven transactions, two investments and five divestments. The investments include its entrance in Clece’s share capital, and the acquisition of a 70% stake in group Rubaiyat, for EUR 46m. The group holds three restaurants in São Paulo (Brazil) and one in Madrid (Spain). As far as divestments, Mercapital sold a 75% stake in Gasmedi, also held by the Fierro family (25%). Air Liquide acquired the home respiratory therapies company for EUR 330m. In 2006, Mercapital and the management team paid EUR 275m to acquire Gasmedi, of which EUR 96m were paid in equity and EUR 179m were debt held by Calyon, IKB and HVB.

AdvisersIn this deal, ACS hired Mediobanca as financial adviser and Mercapital hired UBS.

Regarding legal advice, Deloitte Abogados was appointed by ACS, while Mercapital

used its own internal team. KPMG was hired to carry out the due diligence.

FINANCIAL DATA ADVISERS & DUE DILIGENCEPARTIESTARGET: CleceDESCRIPTION: Company that offers cleaning services, maintenance and logistics, social and airport services

SELLER %

ACS 25

Total sold 25

BUYER %

Mercapital 25

Total acquired 25


MULTIPLES



EBITDA - -

DEAL VALUE Payment



Revenues - 2011 1051

EBITDA - 2011 -


Equity value 320



DILIGENCE

ACS Mediobanca Deloitte Abogados -

Mercapital UBS In-house KPMG



M&A HANDBOOK 2013 TRANSACTIONS – SPAIN

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UR

100mThe smaller market, which includes deals with values inferior to EUR 100m,

registered a large number of relevant deals in 2012. Besides the above mentioned transactions, highlights include Sanitas’ acquisition of a 60% stake in Hospital de Torrejón de Ardoz in Madrid, held by Ribera Salud. The deal value was EUR 77,6m. The hospital is a public health center with private management, with 250 beds in private rooms, 10 operating rooms and 83 emergency posts, among other services. Its objective is to cover the health needs of 136.000 individuals. Sanitas’ administrative concession contract for private management, signed in 2009, has duration of 30 years. This transaction also includes the acquisition of a 60% stake in Hospital de Manises in Valencia; Sanitas already held 40% of the capital. In this deal, Ribera Salud hired KPMG as financial adviser and Cuatrecasas, Gonçalves Pereira as legal advisers. The due diligence was con-ducted by KPMG.

Furthermore, Damm, Cobega and Victory Turnaround jointly acquired Cacaolat, which was facing bankruptcy. The deal value was EUR 75m. Cacaolat’s acquisition will be executed by a new company, created by Damm (49%), bot-tler Coca-Cola Cobega (49%) and Victory (2%). the amount paid will be used to cover Cacaolat’s liabilities of EUR 30m, pay the pending mortgages, invest EUR 62m in the new factory of Santa Coloma de Gramanet, and re-activate Zaragoza’s. In this deal, Damm and Cobega hired Baker & McKenzie and Latham & Watkins as legal advisers, while Cacaolat hired law firm Cuatrecasas, Gonçalves Pereira.

Several tour operators suffered this year with the economic crisis, and were forced to sell their assets or to restructure their businesses. Rumbo, held by Telefónica and Orizonia, was acquired by Swiss-based Bravofly, for EUR 74m. Rumbo was founded in 2000 and is present in Spain, Portugal, Brazil, Argentina, Colombia and Venezuela. The company has 2,3 million registered clients and some 16 million monthly visits. In this deal, Orizonia Corporación and Telefónica hired Morgan Stanley as financial adviser. Both companies appointed KPMG Abogados as legal advisers. On the other hand, Bravofly hired Herbert Smith Freehills Spain as legal adviser.




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100m

SMA

LLER MA

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R 100m


Aktua Financial and insurances Centerbridge Partners Banesto 100

Clece Limpieza y Reciclaje Mercapital ACS 80

Joyent Technology Telefónica Ventures Weather Investment II Private shareholders 65,6

Grupo GeriatrosHealthcare, Hygiene


Magnum Capital NCG Banco 50

Grupo Rubaiyat Tourism, Hostels and Restaurants Mercapital Private shareholders 46

Volotea Transports, Aviation and Logistics

CCMP Capital Advisors Sinaer Inversiones

FESpyme Private shareholders

- 40

Concesionaria Universidad Politécnica

de San Luis PotosíSchools Fondo de Infraestructura

Macquarie MéxicoAcciona Infraestructuras

México; Acciona 37

Lazio 8 MWp Solar ForVEI Solaria Aleph Generación 35,1

ELIX PolymersGlass, Ceramic, Paper, Plastics,

Wood and TimberSun European Partners Styrolution 30

Gráficas Integradas; Macro Libros; Dédalo

Offset; Dédalo HeliocolorPrinting and Binding Sherpa Capital Ibersuizas; Dédalo

Grupo Gráfico 30


Estacionamientos y Servicios (Eyssa) Other services N+1 Private Equity

Fund II; Dinamia FCC Versia 100

Axión Telecoms Antin Infrastructure Partners Sandetel, Cajasol; Unicaja; TDF Group 100

Autopista Trados 45 Roads and Highways Finavias (AXA Private Equity) Cintra 68

Energía Alterna Istmeña Solar

Fondo de Infraestructura Macquarie México; Macquarie

Capital Funds; Fomento Económico Mexicano (Femsa)

Preneal 63,7

Serveis Funeraris de Barcelona (SFB) Funeral Services Grupo Mémora (3i) Private shareholders 56

Parque Eólico Loma del Capón Solar Sinia Renovables Urbaenergía;

Uniwindet 56,6

Saba Infraestructuras Parkings KKRProA Capital; TorrealCaixaBank (Criteria

CaixaCorp)50

Segur Ibérica Security and Private Arms

Private shareholders; MCH Private Equity; Corpfin Capital

N+1 Capital PrivadoDinamia; Espiga

Capital 35

Sierra Sesnández Solar Emte Renovables (Sinia Renovables)

Desarrollo y Proyectos Martinsa Grupo Norte 33,1

Neo-Sky Internet Grupo Fuertes;Talde;Ambar Venture Capital Iberdrola 32

Highlighted private equity investments in 2011

Highlighted private equity investments in 2012



The Spanish private equity sector, in the smaller market (deals up to EUR 100m), had a similar activity in 2012 compared to previous year, both in number of deals as well as volume invested. In both years, 140 deals were registered, excluding those with undisclosed values. In 2012, the investment volume was slightly higher, with 20 deals with values superior to EUR 25m. Noteworthy was the fact that 45% of the total deals were related to the technology sector. Several venture capital funds chose to invest in SMEs and seed capital companies in Spain with growth potential, which needed capital to continue growing.

Aktua

Centerbridge Partners, a US-based private equity fund, acquired Aktua held by Banesto, a subsidiary of Banco Santander. The deal value was EUR 100m. This is the fund’s first investment in Spain.

Aktua, based in Madrid, manages and collects real estate credits and mortgages. The company also sells real estate, through its web portal, from developers and other companies. This transaction is part of a restructuring process to recapitalize, concerning most Spanish companies.

Clece

Highlights, in the smaller market, include several private equity deals. Mercapital acquired a 25% stake in Clece, a company that offers cleaning services, maintenance and logistics, social and airport services. Clece is held by group ACS, which will retain 75% of the capital. The deal value was EUR 80m. The agreement gives Mercapital the option to acquire the remaining 75%. Clece has in excess of 51.000 employees, and it registered a turnover of EUR 1.051m, in 2010.

Private Equity

AdvisersIn this deal, Centerbridge Partners hired KPMG as financial adviser.



SMA

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100m

SMA

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R 100m

In 2011, ACS announced the sale of Clece. Initially ACS signed an agreement with private equity funds Permira (through Luxpeak) and Mercapital, for EUR 608. This agreement did not materialize, and was cancelled early in 2012. Some months later ACS signed an agreement with Mercapital, this time alone, for the acquisition of a 25% stake in Clece.

Joyent

Telefónica Ventures, a subsidiary of Telefónica Digital, acquired a minor-ity stake in Joyent, jointly with fund Weather Investment II. The US-based company is a developer of cloud computing solutions. The deal was executed through a capital increase of USD 85m (approx. EUR 65,6m), subscribed by the two private equity funds.

Grupo Geriatros

Magnum Capital acquired Grupo Geriatros, a senior health care services company, held by Novagalicia Banco. The deal value was EUR 50m, which corresponds to a profit of EUR 9m. This amount was paid in equity without external loans.

The transaction was executed through MBO with Josefina Fernández, CEO of Grupo Geriatros, who entered the company’s share capital. In 2002, Novagalicia Banco acquired a 20% stake in Grupo Geriatros, and has been gradually increasing its stake, attaining 100% in 2003. Specifically, Caixanova held a 65% stake and Banco Gallego held 35% of the capital.

AdvisersIn this deal, ACS hired Mediobanca as financial adviser and Mercapital hired UBS.

Regarding legal advice, Deloitte Abogados was appointed by ACS, while Mercapital

used its own internal team. KPMG was hired to carry out the due diligence.

AdvisersIn this deal, Weather Investment II hired Accelero Capital as financial adviser.

Grupo Geriatros was founded in 1994, and it has 4.000 residential apartments, manages 27 senior homes, 20 day care centers and 6 municipal home care services located in Galicia, Madrid, Andalucía and Canarias. In 2011, the company opened 4 new centers, and in 2012 the same number of new centers is projected. In 2011, Grupo Geriatros registered a turnover of EUR 50m.

Grupo Rubaiyat

Private equity fund Mercapital acquired a 70% stake in Grupo Rubaiyat, for EUR 46m. The remaining shares will be retained by the Fernández family. With this investment, Grupo Rubayat will strengthen its international expansion, opening 10 restaurants in four years. As a result of this transaction, Belarmino Fernández Iglesias, founder of Grupo Rubaiyat, exits the company’s share capital. His son Belarmino Fernández remains as a shareholder and president in charge of daily operations, where he has been since 2005.

Grupo Rubaiyat is a restaurant group specialized in selected meats. The group was founded in 1951 by Spanish entrepreneur Belarmino Fernández Iglesias. Currently, it owns three restaurants in Sao Paulo and Madrid. These restaurants serve some 600.000 clients every year. This deal is part of Mercapital’s strategy to support Spanish companies in their international expansion plans, mainly in Latin America. The Spanish fund invested EUR 1.700m in 113 since its founda-tion in 1985.

AdvisersIn this deal, NCG Banco appointed its internal team for financial and legal advice. On

the other hand, Magnum Capital hired Garrigues as legal adviser. PwC carried out the

due diligence.

AdvisersPara llevar a cabo la operación, los vendedores han contado con Santander Global In

this deal, the sellers hired Santander Global Banking & Markets as financial advisers and

Uría Menéndez as legal adviser. On the other hand, Mercapital appointed Cuatrecasas,

Gonçalves Pereira as legal adviser. Ernst & Young carried out the due diligence.



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100m

SMA

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R 100m


Bodegas LAN Food Sogrape Vinhos Mercapital Private shareholders 50

Invesa Healthcare, Hygiene and Medical Aesthetics Animédica Group Espiga Capital Private

shareholders 36

Chillida Sistemas de Seguridad

Security and Private Arms Securitas Group

Chillida Business Group Private shareholders

Inversiones Valencia Capital Riesgo (Invalencia)

16,66

Toprural Internet HomeAway Bonsai Venture Capital; Private shareholders 14

S21sec Technology Telvent Global Services Sodena 4,1

Beniplast Benitex Fashion and textile Private shareholders Inversiones Valencia Capital Riesgo (Invalencia) 2,3

Adecq Digital Telecoms Motive TV Eurecan Alto Rendimiento 2,1

Ghenova Consultancy, Audit and Engineering Private shareholders Invercaria 1,2

Resilux IbéricaGlass, Ceramic, Paper, Plastics,

Wood and TimberPrivate shareholders Extremadura Avante

Inversiones (Antigua Sofiex) 0,8

Escapada Rural Internet Private shareholders Caixa Capital RiscSeedRocket 0,5




Acens Technologies Technology Telefónica Private shareholders; Aleph Capital; Nazca Capital 80

Fizzback Technology Nice Systems Private shareholders; Advent International; Nauta Tech Invest II 58

Saba Infraestructuras Parkings KKR CaixaBank (Criteria CaixaCorp)ProA Capital; Torreal 50

Brandsclub Internet Naspers IG Expansión 38,5

Befesa Reciclaje de Residuos de Aluminio (extinguida Alcasa)

Waste management and Recycling Abengoa Private shareholders;

Qualitas Equity Partners 34

Advanced Digital Design Technology Atmel CorporationBankinter Capital Riesgo

Teldat; Adara AccionistasParticulares

27

Industrial Química Lasem

Chemical and Chemical Materials Nisshin Oillio Group Private shareholders; Mercapital 26

Núcleo de Comunicaciones

y ControlTechnology Duro Felguera Private shareholders Gala Capital 22

Rymsa Telecom Technology y Telecoms Kaweri Telecom N+1 Capital Privado 20

Archivel Farma Biotechnology Grupo TGT Inversions Valor Afegit; Agora Invest; FonsInnocat 19



Bodegas LAN

Private equity fund Mercapital, jointly with a group of private investors, sold Bodegas LAN, a winery located in La Rioja, to Portugal-based Sogrape Vinhos. The deal value is confidential, though it’s known to be approximately EUR 50m. Bodegas LAN is a wine producer of high-quality wines, such as Rioja, Rías Bajas, Rueda and Ribera del Duero. The winery was founded in 1972 and headquar-tered in Rioja Alta, and has been included in Wine Spectator's Top 100 list twice. Mercapital entered the winery’s share capital in 2002. The firm strengthened its management team and developed a strategy to enter new origin denominations. In addition, the firm consolidated its national distribution network and international expansion, mainly the United States and Latin America.

Invesa

Animedica Group, a Germany-based veterinary company held by group Agravis Raiffeisen, acquired Invesa, a Spain-based veterinary clinic, held by private equity fund Espiga Capital and the management team. The deal value was EUR 36m.

In 2005, Espiga Capital acquired a 88% stake in Invesa, for EUR 12m. The transaction was carried out through a MBO, in which the management team also participated. Invesa, based in Barcelona, has a staff with approximately 200 employees. The company is present in more than 80 countries, through subsidiaries and export partners. In 2011, Invesa registered a turnover of EUR 42m.

AdvisersIn this deal, Sogrape Vinhos hired BBVA Corporate Finance as financial adviser, and

as legal advisers law firm Alemany, Escalona & Escalante. Mercapital received finan-

cial advice from Santander Global Banking & Markets, and legal advice from law firm

Clifford Chance, which was also hired by the private shareholders. Finally, ERM Iberia

conducted the environmental due diligence, and Deloitte performed the technical and

legal due diligence.

AdvisersIn this deal, Espiga Capital hired DC Advisory Partners as financial adviser and Ashurst as legal

adviser. On the other hand, Animedica Group hired Uría Menéndez and US-based Skadden,

Arps, Slate, Meagher & Flom as legal advisers. Deloitte carried out the due diligence.



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< E

UR

100m

SMA

LLER MA

RKET < EU

R 100m

Chillida Sistemas de Seguridad

Securitas Group, a Sweden-based company, acquired Chillida Sistemas de Seguridad, a Spain-based company of private security services, held by Invalencia (Inversiones Valencia Capital Riesgo), with 40,2%, Fernando García Checa (9,8%) and Chillida Business Group (50%). The deal value was EUR 23m.

Invalencia (Inversiones Valencia Capital Riesgo) acquired a 40,2% stake in Chillida Sistemas de Seguridad, in 2010, through a capital increase of EUR 12m. In 2011, the company registered a turnover of EUR 30m. Invalencia specializes in security technologies and offers installation and maintenance services.

Toprural

The shareholders of Toprural, a web portal of home rental, including its founder François Derbais, Bonsai Venture Capital, Marta Esteve, Jesús and Fernando Encinar, and other directors and employees, sold the company to HomeAway, a US-based company that sells and rents houses through the internet. The deal value was EUR 14m. HomeAway will continue to manage Toprural as an independent brand, in Madrid, its headquarters. Rafael Pérez-Olivares Hoepfl is the new CEO, while François Derbaix will remain the company’s consultant. In 2011, Toprural registered a turnover of EUR 44,4m. The company has 11.600 paid ads and 29.900 free ads.

AdvisersIn this deal, Inversiones Valencia Capital Riesgo (Invalencia) and the private sharehold-

ers hired Socios Financieros as financial adviser and Garrigues as legal adviser. Securitas

Group, on the other hand, hired Uría Menéndez as legal adviser. Ernst & Young carried

out the due diligence.

AdvisersIn this deal, HomeAway hired DLA Piper as legal adviser. The sellers appointed its internal

team as legal advisers and hired MFO & Partners as financial adviser.

S21sec

Sodena, a private equity fund based in Comunidad Foral de Navarra, sold S21sec, a technology company that develops security systems, to Telvent Global Services, a subsidiary of technology company Telvent. The deal value was EUR 4,1m. With this divestment, Sodena exits the company’s share capi-tal. In 2006, Sodena acquired a 20% stake, for EUR 6m, and in 2007, sold 10%, for EUR 3,7m. This year, the company sold the remaining 10% of the capital. S21sec specializes in digital services. In 2011, the company registered a turnover of EUR 20,8m, and EBITDA of EUR 3,7m.

Transactions

Portugal

88

80

100

116

Privatizations

Privatizations 2012Other privatizations 2012

High-end market (> EUR 250m)

Largest dealsPrivate equity / Venture Capital Investments Exits

Mid-market (> EUR 15m)


Smaller market (< EUR 15m)



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> E

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250

MH

IGH

-END

MA

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TRANSACTIONS – PORTUGAL M&A HANDBOOK 2013 M&A HANDBOOK 2013 TRANSACTIONS – PORTUGAL

PRIV

ATIZ

ATIO

NSPRIVATIZATIO

NS



TARGET SUBSECTOR BUYER SELLER AMOUNT(EUR m)

ANA - Aeroportos de Portugal

Transports, Aviation and

LogisticsVINCI Concessions Parpública (Portuguese

Government) 3.080

REN - Redes Energéticas Nacionais

ElectricState Grid Corporation

of China - SGCC, Oman Oil Company

Parpública (Portuguese Government) 592,21

HCB - Hidroeléctrica de

Cahora BassaElectric

REN - Redes Energéticas Nacionais, Estado Mozambiqueño

Parpública (Portuguese Government) 74

BPN Gestão de Activos

Financial and Insurance Patris Investimentos Parpública (Portuguese

Government) 3,2

TARGET SUBSECTOR BIDDER COUNTRY BIDDER AMOUNT(EUR m)

Banco Efisa Financial and Insurance Grupo Orey Antunes Portugal 1.500

(Approx.)

Banco Efisa Financial and Insurance SIMUM Portugal 1.500

(Approx.)

Banco Efisa Financial and Insurance

Banco Internacional Fiduciário - BFI Cape Verde 1.500

(Approx.)

SiloporTransports,

Aviation and Logistics

ETE Group Portugal 162

SiloporTransports,


Sogestão Portugal 62

Estaleiros Navais de Viana do

Castelo - ENVCShipbuilding JSC River Sea

Industrial Trading Portugal 29,90 (Approx.)

Estaleiros Navais de Viana do

Castelo - ENVC

Waste Management, Pollution and

Recycling

Aquapor ServiçosGrupo EgeoMota-Engil

Ambiente e Serviços

Portugal -

Other announced privatizations in 2012

Privatizations 2012 Privatizations

One of the most relevant aspects of the Portuguese transactional market, in 2012, was the intense privatization activity. This is associated with troika’s impositions given the serious financial and budgetary situation of the country, which has influenced dramatically the Portuguese corporate structure.

Highlights, this year, include ANA - Aeroportos de Portugal, which was sold to VINCI Concessions, a France-based company, for EUR 3.080m; Eliminated from ANA’s privatization race were consortium Atlantic (constituted by Fraport, a Germany-based company that manages Frankfurt airport, and Industry Funds Management - IFM, an Australia-based investment fund); con-sortium EAMA (constituted by Corporación América, an Argentina-based airport investment company, Sonae Sierra, group Auto-Sueco, Uruguayan company Credicor, Mexico-based Grupo Tradeco and Empark, and Brazilian company Engevix). Among other candidates were consortium Zürich Airport (constituted by Swiss airport management company Flughafen Zürich, which manages Zurich airport, US-based company Global Infrastructures Partners - GIP, Brazilian company CCR, and private shareholdes); and finally a consortium constituted by Portuguese construction group Mota-Engil, Colombian company Odinsa, CSS Constructores, Marval, Construcciones El Cóndor and Termotécnica, as well as Spanish group Isolux Corsán and Dutch company Multi Corporation.

Apart from these, other privatizations occurred: REN - Redes Energéticas Nacionais, which was acquired by State Grid Corporation of China - SGCC y Oman Oil Company, for EUR 592,21m; and BPN Gestão de Activos that was acquired by Patris Investimentos, for EUR 3,20m. Several other privatizations were announced in 2012 and should be completed during 2013; EGF (Águas de Portugal), and Estaleiros Navais de Viana do Castelo - ENVC.


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ND

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> E

UR

250

MH

IGH

-END

MA

RKET > EU

R 250 M


PRIV

ATIZ

ATIO

NSPRIVATIZATIO

NS

Country: PortugalANA - Aeroportos de Portugal

AdvisersIn this deal, the Portuguese State, represented by Parpública, appointed Barclays Invest-

ment Banking, Espírito Santo Investment - BESi, Citibank and Credit Suisse Group as

financial advisers, and PLMJ as legal adviser. VINCI Concessions hired CMS Rui Pena &

Arnaut as legal adviser.

VINCI Concessions, a France-based company closed, in December 2012, the privatization process and acquired a 95% stake in Portuguese airport manage-ment company ANA - Aeroportos de Portugal, for EUR 3.080m. The amount corresponds to 16 times EBITDA that is considered a record in this sector.

French company VINCI Concessions is one of the largest concessions and construction groups in the world, managing 12 airports (France and Cambodia) with some 8,5 milion passengers every year. VINCI also is the second largest shareholder of Lusoponte, with 37%.

BUYER COUNTRY (BUYER) ADVISER (BUYER) AMOUNT (EUR m)

Fraport Industry Funds Management Germany, Australia - 2.442

Grupo Tradeco Cedicor, Engevix, Grupo Auto-Sueco, Empark,

Sonae Sierra, Corporación América

Mexico, Uruguay, Brazil, Portugal, Spain, Argentina Sérvulo 2.408

Global Infrastructure Partners - GIP, CCR, Accionistas Particulares, Flughafen Zürich Estados Unidos, Brazil, Switzerland - 2.000

Multi Corporation, Termotecnica, Marval, Construcciones El Cóndor, CSS Constructores, Isolux Corsán,

Grupo Odinsa, Mota - Engil

The Netherlands, Colombia, Spain, Portugal

SRS3angle Capital

1.750 (Aprox.)

CCROderbrech Brazil Morais Leitão, Galvão

Teles, Soares da Silva1.750

(Aprox.)

Other competing offers




DILIGENCE

Parpública

Barclays Investment Banking Espírito Santo Investment - BESi

Citibank PortugalCredit Suisse Group

PLMJ Advogados

VINCI Concessions CMS Rui Pena & Arnaut Advogados


MULTIPLES



EBITDA 17,41 x 17,41 x

DEAL VALUE Payment

EUR 3.080m (cash) EUR 3.080m

TARGET (EUR millon)

Revenues - 2011 352

EBITDA - 2011 186,2



FINANCIAL DATA ADVISERS & DUE DILIGENCEPARTIESTARGET: ANA - Aeroportos de PortugalDESCRIPTION: Company that operates various airports in Portugal

SELLER %

Parpública(Portugal Government) 95

Total sold 95

BUYER %

VINCI Concessions 95

Total acquired 95



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250

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-END

MA

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R 250 M


PRIV

ATIZ

ATIO

NSPRIVATIZATIO

NS

Country: PortugalREN - Redes Energéticas Nacionais

AdvisersIn this deal, the Portuguese Government, represented by Parpública, appointed as finan-

cial adviser Perella Weinberg Partners and Morais Leitão, Galvão Teles, Soares da Silva as

legal adviser, while REN - Redes Energéticas Nacionais hired Portuguese law firm PLMJ

as legal adviser.

On the other hand, State Grid Corporation of China – SGCC hired Deutsche Bank as finan-

cial adviser and Linklaters as legal adviser. In addition, Oman Oil Company hired Gómez-

Acebo y Pombo as legal adviser.

REN - Redes Energéticas Nacionais’ privatization process involved two players. State Grid Corporation of China - SGCC, a China-based company, acquired a 25% stake in Portuguese company, for EUR 387,15m. In addi-tion, Oman Oil Company, Oman’s sovereign fund, acquired a 15% stake in REN - Redes Energéticas Nacionais, for EUR 205,06m.

Other companies also submitted offers to acquire REN - Redes Energéticas Nacionais, such as Canada-based Brookfield Asset Management, British com-pany National Grid and Colombian company Interconexión Electric - ISA, but these did not materialize.

BUYER COUNTRY (BUYER) ADVISERS(BUYERS)

AMOUNT (EUR m)

Brookfield Asset Management Canada Garrigues 561(Approx.)

National Grid United Kingdom CMS Rui Pena & Arnaut 561(Approx.)

Interconexión Electric - ISA Colombia Vieira de Almeida 561(Approx.)

Enagás Spain - 561(Approx.)

Other competing offers


ADVISERS & DILIGENCEFINANCIAL DATAPARTIES

PARTY ADVISED


DILIGENCE

Parpública Perella Weinberg Partners

Morais Leitão, Galvão Teles, Soares da Silva

Advogados

State Grid Corporation of China - SGCC Deutsche Bank Linklaters

REN - Redes Energéticas Nacionais PLMJ Advogados

Oman Oil Company Gomez-Acebo & Pombo


MULTIPLES


Revenues - -


DEAL VALUE Payment

EUR 592,21m (cash) EUR 592,21m


Revenues - 2011 -

EBITDA - 2011 314,57



FINANCIAL DATA ADVISERS & DUE DILIGENCEPARTIESTARGET: REN - Redes Energéticas NacionaisDESCRIPTION: Company that produces and delivers electric energy

SELLER %


Total sold 40

BUYER %

State Grid Corporation of China - SGCC 25

Oman Oil Company 15

Total acquired 40



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250

MH

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-END

MA

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R 250 M


PRIV

ATIZ

ATIO

NSPRIVATIZATIO

NS

Country: PortugalHCB - Hidroeléctrica de Cahora Bassa

AdvisersIn this deal, REN - Redes Energéticas Nacionais and Parpública hired Cuatrecasas,

Gonçalves Pereira as legal adviser.

In 2012, the Portuguese Government, through Parpública, completed the sale of a 15% stake in HCB - Hidroeléctrica de Cahora Bassa.

REN - Redes Energéticas Nacionais, a Portugal-based electric company, and the Mozambique Government acquired, each, a 7,5% stake in the Mozambique hydroelectric company. The deal value was EUR 74m, which represents and enterprise value of EUR 493,33m.

In 2006, the Portuguese State and the Mozambique State reached an agreement to reverse the shares of HCB - Hidroélectrica de Cahora Bassa, transferring a 85% of the company’s share capital and its management to the Mozambique State, while the Portuguese State retained 15% of the shares.

With this deal, REN - Redes Energéticas Nacionais aims to reposition itself in the Mozambican energy market with a special focus on energy transmission. In addition, the company also strengthens its internationalization strategy in the country, which is considered a strategic market.


PARTY ADVISED


DILIGENCE

Parpública Cuatrecasas, Gonçalves Pereira

REN - Redes Energéticas Nacionais Cuatrecasas, Gonçalves Pereira


MULTIPLES


Revenues

EBITDA

DEAL VALUE Payment

EUR 74m (Aprox.) (Cash) EUR 74m (Aprox.)

TARGET (EUR millon)

Revenues - 2011

EBITDA - 2011


Equity value 493,33

FINANCIAL DATA ADVISERS & DUE DILIGENCEPARTIESTARGET: HCB - Hidroeléctrica de Cahora Bassa DESCRIPTION: Hydroelectric company

SELLER %


Total sold 15

BUYER %

REN - Redes Energéticas Nacionais 7,5

Estado de Mozambique 7,5

Total acquired 15



M&A HANDBOOK 2013 TRANSACTIONS – PORTUGALTRANSACTIONS – PORTUGAL M&A HANDBOOK 2013

HIG

H-EN

D M

ARKET >

EUR 250m

HIG

H-E

ND

MA

RKET

> E

UR

250m


Cimpor PortugalConstruction


Intercement

Votorantim Cimentos; Millennium; BCP;

Private shareholders;CGD Caixa Geral

de Depósitos

4.271,10 (Aprox.)

Petrogal Brasil Brazil Oil and Gas Sinopec Galp Energia 3.599,01


PortugalTransports,


VINCI Concessions Parpública(Portuguese Government) 3.080

Brisa Portugal Roads and Highways Tagus Holdings Abertis

Private shareholders 1.404,54

Galp Energia Portugal Oil and Gas Private shareholdersCGD Caixa Geral

de DepósitosENI

1.400

Kemble Water UK Water and Sanitation


FinproSantander Private Equity

600 (Aprox.)


Portugal ElectricState Grid Corporation

of China - SGCC; Oman Oil Company

Parpública(Portuguese Government) 592,21

Galp Energia Portugal Oil and Gas Amorim Energia Eni 590 (Aprox.)

Secil PortugalConstruction


Semapa CRH 57 (Aprox.)


Oi - Telemar Brasil Telecoms PT - Portugal Telecom LF Tel, Andrade Gutiérrez Participações 3.800

Saxo Bank Denmark Financial and insurances TPG Capital

Banco Espírito Santo - BESGeneral AtlanticEspírito Santo

Financial Group

1.572,97

Banco Bradesco BBI Brasil Financial and

insurances Cidade de Deus Banco Espírito Santo - BES 871

PT - Portugal Telecom Portugal Telecoms Oi - Telemar Citigroup Global

Markets Barclays Bank 510,40

EDP Brasil Brasil Electric Private shareholders EDP - Energias de Portugal 362,30





In 2012, the Portuguese high-end market, which includes deals that exceed EUR 250m, registered an increase in number of deals as well as invested volume compared to 2011. We registered nine deals in this segment, compared to seven in 2011, and a significantly greater deal volume.

One fundamental aspect, recurrent in most deals in this segment, was the cross-border component, primarily with foreign-based acquirers investing in Portugal. Galp Energia, a Portugal-based company, sold a 30% stake in Petrogal Brasil to Sinopec, a China-based petrochemical corporation.

The most dynamic sectors were the energy, and specifically the oil and gas subsector. Caixa Geral de Depósitos and Italian company Eni sold a 13% stake in Galp Energia, for EUR 1.400m. In the real estate and construction sector, highlights include the construction (materials and machinery) subsector, with the takeover offer to acquire Cimpor, a Portugal-based cement manufacturer. The offer was conducted by Brazilian group Camargo Corrêa through its subsidiary Intercement, at a price of EUR 5,5 per share, to integrate its South American and Angolan cement operations and assets into Cimpor. The sellers were Votorantim Cimentos (21,2%), Portuguese bank Millennium BCP (10%), CGD Caixa Geral de Depósitos (9,58%) and private shareholders (with a total of 21,12%).

High-end Market


No private equity investments were registered in this market segment (below EUR 15m) in 2012 or 2011


No private equity exits were registered in this market segment (below EUR 15m) in 2012 or 2011



Largest private equity investments

Largest private equity exits



HIG

H-EN

D M

ARKET >

EUR 250m

HIG

H-E

ND

MA

RKET

> E

UR

250m

AdvisersIn this deal, Camargo Corrêa appointed as financial advisers Banco Bradesco BBI, Espírito

Santo Investment - BESi, Barclays Bank, Banco Itaú BBA, Credit Suisse, Citibank, Merrill

Lynch, Banco BTG Pactual and HSBC Bank, and as legal advisers Uría Menéndez - Proença de

Carvalho. The sellers hired Deutsche Bank, Lazard and Banco Santander Totta as financial

advisers and Vieira de Almeida as legal advisers. Finally, Cimpor received legal advice from

PLMJ.

COUNTRY: Portugal

This year’s largest deal was registered in the construction (material and machin-ery) subsector. Brazilian group Camargo Corrêa, through its subsidiary Intercement, launched a takeover offer to acquire Portuguese cement company Cimpor, at a price of EUR 5,50 per share, to integrate its South American and Angolan cement operations and assets into Cimpor. The sellers were Votorantim Cimentos (21,2%), Portuguese bank Millennium BCP (10%), CGD Caixa Geral de Depósitos (9,58%) and private shareholders (with a total of 21,12%).

Camargo Corrêa acquired 188,31 million shares through this offer, and 84,9 million shares on the market. With this deal, the Brazilian company attains a 94,81% stake in Cimpor’s share capital. The total deal value was EUR 4.271,10m.

Camargo Corrêa, was until then, Cimpor’s largest shareholder with 32,9%, followed by Brazilian company Votorantim Cimentos, with 21,2%, and CGD Caixa Geral de Depósitos with 9,58% of the capital. Portuguese entrepreneur Manuel Fino held a 10,7% stake in Cimpor, and Millennium BCP’s pension fund held 10%, leaving a free float of 15,6%.

Camargo Corrêa’s offer brought a definite solution to Cimpor’s governance, creating a coherent and stable shareholding structure. With this deal, the com-pany will focus on the international emerging markets, mainly Latin America, North Africa and Asia.

Cimpor was founded in 1976, and is present in China, India, Brazil, Morocco, Egypt, Mozambique, Tunisia, Peru, Jordan, Paraguay, Argentina, Turkey, South Africa, and Cape Verde, with factories in thirteen countries. Cimpor holds Spain-based Corporación Noroeste, and registers annual revenues of EUR 2.000m.

Cimpor

FINANCING

FINANCING BANKS AMOUNT(EURm)

PERCENTAGE (%)

FINANCIAL ADVISERS

LEGAL ADVISERS

Citibank Brasil; Banco Itaú BBA; Banco do Brasil; Banco Bradesco - - - SRS Advogados


PARTY ADVISED FINANCIAL ADVISERS LEGAL

ADVISERSDUE DILIGENCE

Votorantim Cimentos

Deutsche Bank; Lazard; Banco Santander Totta - -

Camargo Corrêa

Banco Bradesco BBI; Espírito Santo Investment - BESi; Barclays Bank; Credit

Suisse; Citibank Brasil; Merrill Lynch; Banco BTG Pactual; HSBC Bank Brasil

Uría Menéndez - Proença de

Carvalho-

Private shareholders Deutsche Bank; LazardBanco Santander Totta

Vieira de Almeida Advogados -

CGD Caixa Geral de Depósitos

Deutsche Bank; LazardBanco Santander Totta - -

Millennium BCP Deutsche Bank; LazardBanco Santander Totta - -

Cimpor - PLMJ Advogados -


MULTIPLES



EBITDA 27,71 x 15,35 x

DEAL VALUE Payment

EUR 4.271,1m (aprox.) (Cash) EUR 4.271,1m


Revenues - 2011 1.510

EBITDA - 2011 449,6



FINANCIAL DATA ADVISERS & DUE DILIGENCEPARTIES TARGET: Cimpor

DESCRIPTION: Cement manufacturing company

SELLER %

Votorantim Cimentos 21,2

Private Shareholders 21,12

Millennium BCP 10

CGD Caixa Geral de Depósitos 9,58

Total vendido 61,9

BUYER %

Intercement 61,9

Total acquired 61,9




HIG

H-EN

D M

ARKET >

EUR 250m

HIG

H-E

ND

MA

RKET

> E

UR

250m

AdvisersIn this deal, Galp Energia hired UBS, Bank of America Merrill Lynch, J.P. Morgan, Caixa BI,

Citigroup and BBVA Corporate Finance, as financial advisers and Lefosse as legal adviser.

Petrogal Brasil appointed as legal advisers Linklaters. Finally, Sinopec received financial

advice from SG Finacial Advisors and legal advice from Vinson & Elkins and Machado,

Meyer, Sendacz e Opice.

COUNTRY: Brazil

The energy sector was particularly active in this segment, specifically the oil and gas subsector, which registered some of the largest deals in 2012.

Highlights include the sale by Portuguese company Galp Energia of a 30% stake in Petrogal Brasil to Sinopec, a China-based petrochemical group. The deal value was EUR 3.599,01m and paid with new shares of Petrogal Brasil.

The capital increase was valued at USD 4,800bn. Additionally, Sinopec will grant a loan of approximately USD 390m to Petrogal Brasil, which will be used to reimburse 30% of loans granted by Galp Energia, totaling USD 1.300bn.

With this deal, Galp Energia will hold a 70% stake in Petrogal Brasil, while the Chinese group will retain 30%.

Galp Energia has an exploration and production portfolio in Brazil, which includes shares in 21 oil projects in seven basins.

On the other hand, Sinopec is the largest Chinese producer of oil and petro-chemical products and the second largest in the world. In 2010, it produced 298 million barrels, and a significant quantity of natural gas.

This was a fundamental deal to balance Galp Energia’s financial statements, and to finance its immediate investment needs; undoubtedly in oil explorations in Brazil.

Petrogal Brasil




Galp Energia

UBSBank of America Merrill Lynch

J.P. MorganCaixa BICitigroup

BBVA Corporate Finance

Lefosse Advogados -

Sinopec SG Financial Advisors Vinson & Elkins -

Petrogal Brasil - Linklaters -


MULTIPLES


Revenues - -

EBITDA - -

DEAL VALUE Payment

EUR 3.599,01m EUR 3.599,01m


Revenues - 2011 -

EBITDA - 2011 -



FINANCIAL DATA ADVISERS & DUE DILIGENCEPARTIES TARGET: Petrogal Brasil

DESCRIPTION: Oil and gas exploration and production company

SELLER %

Galp Energia 30

Total sold 30

BUYER %

Sinopec 30

Total acquired 30




HIG

H-EN

D M

ARKET >

EUR 250m

HIG

H-E

ND

MA

RKET

> E

UR

250m

AdvisersIn this deal, the Portuguese State (through Parpública) appointed Barclays Investment

Banking, Espírito Santo Investment - BESi, Citibank and Credit Suisse Group as financial

advisers, and PLMJ as legal advisers. VINCI Concessions hired CMS Rui Pena & Arnaut as

legal advisers.

COUNTRY: Portugal

This year only a few deals were registered in the transport, aviation and logistics subsector. However, it recorded one of the largest investments in 2012, the priva-tization of ANA - Aeroportos de Portugal. VINCI Concessions, a France-based company, acquired a 95% stake in the Portuguese company’s share capital, for EUR 3.080m; which was the largest and most competitive offer received.

VINCI Concessions a prominent international airport concessionary, with 12 airports, mainly in France and Cambodia, that handles approximately 8,5 million passengers every year. The company is also the second largest shareholder of Lusoponte, with 37%.

The Portuguese company was sold for a multiple of 16 times EBITDA, which is considered a record in this sector.

Portuguese State, through Parpública, expected this deal to produce an income of 0,7% Gross Domestic Product. According to the contract’s conditions the buyer could not sell the company for a minimum of four years and a maximum of eight.

The main criteria in selecting the winner was its strategic plan, and maintenance of Lisbon’ hub, which includes excellent connections with Africa and South America, as well as the Portuguese islands.

Eliminated from ANA’s privatization race were consortium Atlantic (consti-tuted by Fraport, a Germany-based company that manages Frankfurt airport, and Industry Funds Management - IFM, an Australia-based investment fund); consortium EAMA (constituted by Corporación América, an Argentina-based airport investment company, Sonae Sierra, group Auto-Sueco, Uruguayan company Credicor, Mexico-based Grupo Tradeco and Empark, and Brazilian company Engevix); and consortium Zürich Airport (constituted by Flughafen Zürich a Switzerland airport management company that manages Zurich airport, and by entrepreneur Hansjörg Wyss).




DILIGENCE

Parpública (Portuguese Government)

Barclays Investment Banking Espírito Santo Investment - BESi

Citibank PortugalCredit Suisse Group

PLMJ Advogados -

VINCI Concessions - CMS Rui Pena & Arnaut Advogados -


MULTIPLES


Revenues 9,21 x 9,21 x-

EBITDA 17,41 x- 17,41 x-

DEAL VALUE Payment

EUR 3.080m EUR 3.080m


Revenues - 2011 352

EBITDA - 2011 186,2



FINANCIAL DATA ADVISERS & DUE DILIGENCEPARTIES TARGET: ANA - Aeroportos de Portugal

DESCRIPTION: Company that operates various airports in Portugal

SELLER %


Total sold 95

BUYER %

VINCI Concessions 95

Total acquired 95




HIG

H-EN

D M

ARKET >

EUR 250m

HIG

H-E

ND

MA

RKET

> E

UR

250m

AdvisersIn this deal, Brisa appointed as legal advisers Sérvulo Advogados. Tagus Holding received

financial advice from Caixa BI, Espírito Santo Investment - BESi and Millennium IB.

Arcus Infrastructure Partners hired as legal advisers Campos Ferreira, Sá Carneiro and

Linklaters; while José de Mello Holding hired law firm Vieira de Almeida as legal advisers

COUNTRY: Portugal

Tagus Holding, controlled by José de Mello Holding (55%) and British fund Arcus Infrastructure Partners (45%) (which jointly hold a 49,57% stake in Brisa), concluded a takeover bid to acquire shares of Brisa. The offered value was of EUR 2,76 per share.

With this offer, Tagus Holding acquired a 35,23% stake in Brisa’s share capital, held by Abertis (15,02%) and by several private shareholders (20,21%), which corresponds to 508,89 million shares. Tagus Holding now holds a 84,8% stake in Brisa.

The total deal value was EUR 1.404,54m. In addition, Brisa will leave the main Portuguese index PSI-20, yet it was not delisted.

Brisa was founded in 1972. It is the largest highway management company in Portugal, and an international reference, with a staff that exceeds 3.000 workers. Brisa’s market value was some EUR 1.500m at the time of this transaction, far-off from EUR 6.300m calculated in December 2007.

Brisa



DILIGENCE

Tagus Holdings Caixa BI

Espírito Santo Investment - BESiMillennium IB

- -

Arcus Infrastructure Partners -

Campos Ferreira, Sá Carneiro Advogados;

Linklaters-

José de Mello Holding - Vieira de Almeida

Advogados -

Brisa - Sérvulo Advogados -


MULTIPLES



EBITDA 16,81 x 9,71 x

DEAL VALUE Payment

EUR 1.404,54m EUR 1.404,54m


Revenues - 2011 590,8

EBITDA - 2011 410,7



FINANCIAL DATA ADVISERS & DUE DILIGENCEPARTIES TARGET: Brisa

DESCRIPTION: Highway concessions management company

SELLER %


Abertis 15,02

Total sold 35,23

BUYER %

Tagus Holdings (José de Mello Holding;

Arcus Infrastructure Partners)35,23


FINANCING

FINANCING BANKS

AMOUNT(EURm)

PERCENTAGE (%)

FINANCIAL ADVISERS LEGAL ADVISERS

Millennium BCP - - - Morais Leitão, Galvão Teles, Soares da Silva Advogados

CGD Caixa Geral de Depósitos - - - Morais Leitão, Galvão Teles,


Banco Espirito Santo - BES - - - Morais Leitão, Galvão Teles,





HIG

H-EN

D M

ARKET >

EUR 250m

HIG

H-E

ND

MA

RKET

> E

UR

250m

AdvisersIn this deal, State Grid Corporation of China - SGCC hired Linklaters as legal advisers and

Deutsche Bank as financial advisers. On the other hand, Oman Oil Company received

legal advice from Gómez-Acebo & Pombo. Parpública appointed Perella Weinberg Part-

ners as financial advisers and Morais Leitão, Galvão Teles, Soares da Silva as legal advis-

ers. REN - Redes Energéticas Nacionais hired law firm PLMJ as legal advisers.

COUNTRY: Portugal

State Grid Corporation of China - SGCC and Oman Oil Company were the winners in the privatization process of a 40% stake in REN - Redes Energéticas Nacionais, which meant the acquisition of a 25% stake by the Chinese consortium and 15% by the Arab sovereign fund. The total deal value was EUR 592,21m.

The Portuguese Government, through Parpública, held a 51% stake in REN - Redes Energéitcas Nacionais. This sale resulted from an agreement made with the troika (constituted by IMF, European Central Bank and European Commission).

EGF-GCF (Logoplaste) was the largest shareholder in REN - Redes Energéticas Nacionais, with 8,4%, followed by Gestmin with 5,6%, while EDP - Energias de Portugal, Spanish company Red Eléctrica and Oliren held a 5% stake, each, the company’s share capital.

This was the second stage of REN - Redes Energéticas Nacionais’s privatization of 40% of the company’s capital, although each interested party was allowed between 5% and 25%. It was estimated that more than one investor would show interest. The remaining 11% will be available to institutional investors and private shareholders, through a public offering.

State Grid Corporation of China - SGCC, a China-based company, paid EUR 2,90 per share, totaling EUR 387,15m.

On the other hand, Oman Oil Company, an Arab sovereign fund, paid EUR 2,56 per share, totaling EUR 205,06m.




DILIGENCE

State Grid Corporation of China - SGCC

Deutsche Bank Linklaters -

Parpública Perella Weinberg Partners Morais Leitão, Galvão Teles, Soares da Silva Advogados -


- PLMJ Advogados -

Oman Oil Company - Gómez-Acebo & Pombo -


MULTIPLES


Revenues - -


DEAL VALUE Payment

EUR 592,21m EUR 592,21m


Revenues - 2011 -

EBITDA - 2011 314,57



FINANCIAL DATA ADVISERS & DUE DILIGENCEPARTIES TARGET: REN - Redes Energéticas Nacionais

DESCRIPTION: Company that produces and delivers electric energy

SELLER %


Total sold 40

BUYER %

State Grid Corporation of China - SGCC 25

Oman Oil Company 15





MID

-MA

RKET > EU

R 15mM

ID-M

ARK

ET >

EU

R 15

mTARGET COUNTRY SUBSECTOR BUYER SELLER AMOUNT (EUR m)

BES Vida Portugal Financial and insurances

Banco Espírito Santo - BES Crédit Agricole 225

ZON Multimédia Portugal Technology Jadeium CGD Caixa Geral de Depósitos 88,09

HCB - Hidroeléctrica de

Cahora BassaMozambique Electric

Estado mozambiqueño; REN - Redes

Energéticas Nacionais

Parpública (Portuguese Government) 74 (Aprox.)

Bodegas LAN España Food Sogrape Vinhos MercapitalPrivate shareholders 50 (Aprox.)

Cabovisão Portugal Telecoms Altice Cogeco 45

Lusitâniagás Setgás Portugal Oil and Gas Galp Energia Eni 40,5

Corpora Agrícola Chile Food Sugalidal Private shareholders 35,81

Portal iG Brasil Media, Multimedia and Editorial Ongoing Oi Internet 32,71

Hospital Veterinário do Porto

PortugalHealthcare, Hygiene


Onevet Private shareholders 29 (Aprox.)

Sumol+Compal Portugal Food Refrigor CGD Caixa Capital 28,32


Genesa España Wind EDP Renováveis Bankia (fusión Caja Madrid y Bancaja) 231

Bradespar Brasil Financial and insurances NCF Participações Banco Espírito

Santo – BES 152

Bimbo PortugalBimbo España Portugal Food Grupo Bimbo Sara Lee Group 115

Saxo Bank Dinamarca Financial and insurances


Espírito Santo Financial Group; Banco Espírito

Santo - BES114

Millennium BCP Portugal Financial and insurances InterOceânico Private shareholders 91,50

Ampla Energia e Serviços Brasil Electric Endesa

LatinoaméricaEDP – Energias

de Portugal 76

EDP – Energias de Portugal Portugal Electric Qatar Holding Private shareholders 73,86

Massimo Dutti Portugal Portugal Distribution

and Retail Zara Portugal Nove SGPS 73

Brisa Portugal Roads and Highways


Novagalicia Banco (NovacaixaGalicia) 68,44

Lafarge Portugal Portugal

Construction (Materials and

Machinery)Secil Lafarge 65





In 2012, the Portuguese mid-market, which includes deals ranging between EUR 15m and EUR 250m, registered a number of deals similar to the previous year. Typically, transactions in this segment represent significant percentage of the total number of deals, and this year, twenty four were registered. The most dynamic sectors were the financial, energy and food. Regarding the largest deals, highlights include the acquisition by Portuguese wine producer Sogrape Vinhos of Bodegas LAN, a Spain-based company located in La Rioja, held by venture capital fund Mercapital (sold a 85%) and by a group of private inves-tors (sold 15%).

Moreover, in the energy sector, the Portuguese Government, through Parpública, concluded the sale of a 15% stake in HCB - Hidroeléctrica de Cahora Bassa, a Mozambique-based hydroelectric power company. The deal value was EUR 74m. REN - Redes Energéticas Nacionais acquired a 7,5% of the capital, for EUR 38,4m, while the Mozambique Government retained the same shareholding stake.

The cross-border deals were also relevant in this market segment. Foreign acquirers invested in Portuguese companies, due to its attractive prices and good business opportunities. Portuguese companies set their sights abroad in search of better economic conditions to grow and to diversify their businesses.

Mid-Market



MID

-MA

RKET > EU

R 15mM

ID-M

ARK

ET >

EU

R 15

m

AdvisersIn this deal, Banco Espírito Santo - BES hired as financial adviser Espírito Santo

Investment - BESi.

COUNTRY: PortugalBES Vida

Banco Espírito Santo - BES, a Portugal-based bank headed by Ricardo Salgado, acquired a 50% stake, it did not yet hold, in BES Vida, a Portugal-based insur-ance company, held by Crédit Agricole. With this transaction BES attains 100% of the capital.

The deal value was EUR 225m, and will be paid through a capital increase of EUR 1.000m.

Following this acquisition, Banco Espírito Santo - BES will hold the entire share capital of BES Vida and will have management control, in order to lever-age the marketing of its insurance products. BES had a distribution agreement with BES Vida.

Crédit Agricole is also one of BES’s shareholders and will subscribe this capital increase.

FINANCIAL DATA ADVISERS & DUE DILIGENCEPARTIESTARGET: BES Vida DESCRIPTION: Insurance company

SELLER %

Crédit Agricole 50

Total sold 50

BUYER %

Banco Espirito Santo - BES 50

Total acquired 50


MULTIPLES


Revenues - -

EBITDA - -

DEAL VALUE Payment



Revenues - 2011 -

EBITDA - 2011 -


Equity value 450




Banco Espirito Santo - BES Espírito Santo Investment - BESi - -




MID

-MA

RKET > EU

R 15mM

ID-M

ARK

ET >

EU

R 15

m

AdvisersIn this deal, ZON Multimédia hired Caixa BI as financial advisers.

COUNTRY: PortugalZON Multimédia

Jadeium, a The Netherlands-based company held by Angolan entrepreneur Isabel dos Santos, acquired a 10,96% stake in ZON Multimédia, a Portugal-based telecommunications company, held by CGD Caixa Geral de Depósitos.

The deal value was EUR 88,09m, which corresponds to EUR 2,60 per share of ZON. With this transaction, Isabel dos Santos increased her stake to 28,72% of the capital.

Other candidates showed interest in CGD Caixa Geral de Depósitos’s sale, such as several Portuguese private equity firms and Altice, which holds Portugal-based Cabovisão. However, the Portuguese bank chose Isabel dos Santos’ proposal, materialized by Jadeium, since it was the most attractive from a financial stand point.

ZON Multimédia is present in Angola and Mozambique, in partnership with Zap held by Isabel dos Santos (70%). The entrepreneur intends to expand ZON Multimédia to emerging markets, such as Latin American countries especially Venezuela.

FINANCIAL DATA ADVISERS & DUE DILIGENCEPARTIESTARGET: ZON MultimédiaDESCRIPTION: Telecommunications company

SELLER %

CGD Caixa Geral de Depósitos 10,96

Total sold 10,96

BUYER %

Jadeium 10,96



MULTIPLES




DEAL VALUE Payment



Revenues - 2011 858,6

EBITDA - 2011 97,3


Equity value 803,74


PARTY ADVISED


DILIGENCE

ZON Multimédia Caixa BI - -




MID

-MA

RKET > EU

R 15mM

ID-M

ARK

ET >

EU

R 15

m

AdvisersIn this deal, the Portuguese Government, through Parpública, and REN - Redes Energéticas

Nacionais, appointed law firm Cuatrecasas, Gonçalves Pereira as legal adviser.

COUNTRY: MozambiqueHCB - Hidroeléctrica de Cahora Bassa

The Portuguese Government, through Parpública, concluded the sale of a 15% stake in HCB - Hidroeléctrica de Cahora Bassa, a Mozambique-based hydro power plant. The deal value was EUR 74m.

REN - Redes Energéticas Nacionais, a Portugal-based electric company, acquired a 7,5% stake in HCB’s share capital for EUR 38,4m, while the Mozambique Government retains the same stake percentage.

In 2006, the Portuguese Government and the Mozambique Government signed a transfer of ownership agreement over HCB, under which 85% of the shares were trans-ferred to Mozambique, as well as its management. The Portuguese Government’s stake was thus limited to a 15% in HCB - Hidroeléctrica de Cahora Bassa.

In June 2011, the Portuguese Government, through Parpública, rated its stake in the hydro power plant at EUR 77,50m, with accumulated losses of EUR 62,7m, of which some EUR 22,50m corresponded to 2011.

With this deal, REN - Redes Energéticas Nacionais aims to reposition itself in the Mozambique energy market, mainly in the energy transmission segment, and strengthen its internationalization process in a country with a high-potential market.

FINANCIAL DATA ADVISERS & DUE DILIGENCEPARTIESTARGET: HCB - Hidroeléctrica de Cahora BassaDESCRIPTION: Hydroelectric company

SELLER %


Total sold 15

BUYER %


Mozambique Government 7,5

Total acquired 15


MULTIPLES


Revenues - -

EBITDA - -

DEAL VALUE Payment



Revenues - 2011 -

EBITDA - 2011 -


Equity value 493,33


PARTY ADVISED


DILIGENCE

Parpública Cuatrecasas, Gonçalves Pereira - -


Cuatrecasas, Gonçalves Pereira - -




MID

-MA

RKET > EU

R 15mM

ID-M

ARK

ET >

EU

R 15

m

AdvisersIn this deal, Sogrape Vinhos hired as financial advisers BBVA Corporate Finance, and

as legal advisers law firm Alemany, Escalona & Escalante. Mercapital received financial

advice from Santander Global Banking & Markets, and legal advice from law firm




COUNTRY: SpainBodegas LAN

Portuguese wine producer Sogrape Vinhos acquired Bodegas LAN, a Spain- based company located in La Rioja, held by Spanish venture capital firm Mercapital (sold 85%) and by private shareholders (15%). The deal value was not disclosed, although sources place it at some EUR 50m.

Bodegas LAN is a wine producer of high-quality wines, such as Rioja, Rías Bajas, Rueda and Ribera del Duero. The winery was founded in 1972 and headquartered in Rioja Alta, and has been included in Wine Spectator's Top 100 list twice.

Mercapital entered the winery’s share capital in 2002. The firm strengthened its management team and developed a strategy to enter new origin denomina-tions. In addition, the firm consolidated its national distribution network and international expansion, mainly the United States and Latin America.

Sogrape Vinhos, founded in 1942, is a family business with a strong inter-national focus, producing high-quality wines, and is engaged in innovating and developing Portuguese brands. In Portugal, its vineyards occupy an area exceeding 830 hectares.

FINANCIAL DATA ADVISERS & DUE DILIGENCEPARTIESTARGET: Bodegas LANDESCRIPTION: Rioja wine producing company

SELLER %

Mercapital 85


Total sold 100

BUYER %

Sogrape Vinhos 100

Total acquired 100


MULTIPLES


Revenues - -

EBITDA - -

DEAL VALUE Payment



Revenues - 2011 -

EBITDA - 2011 -

Enterprise value 50

Equity value 50



DILIGENCE

Mercapital Santander Global Banking & Markets España Clifford Chance

ERM Iberia Deloitte España

Sogrape Vinhos BBVA Corporate Finance Alemany, Escalona & Escalante -

Private shareholders - Clifford Chance -




MID

-MA

RKET > EU

R 15mM

ID-M

ARK

ET >

EU

R 15

m

AdvisersIn this deal, Altice hired as legal advisers Uría Menéndez - Proença de Carvalho. Cogeco

received legal advice from law firm Linklaters, and Inforpress Portugal was appointed as

communications consultant.

COUNTRY: PortugalCabovisão

Another relevant mid-market deal this year, was the acquisition by Altice, a France-based telecommunications operator, of a majority stake in Cabovisão, a Portugal-based cable television network, held by Cogeco group, the fourth largest operator in Canada. The deal value was EUR 45m (approximately USD 59,30m).

This divestment marks the end of Cogeco’s expansion in Europe. In the third quarter of 2011, the company registered losses of EUR 42,6m. Cogeco had acquired Cabovisão in 2006, for USD 600m (approximately EUR 496m). In Portugal, Cabovisão has 300 direct jobs, in a total of some 700.

Altice was founded in 2002 by a group of telecommunications professionals. The company owns stakes in several companies such as Numericable, Est Videocom, Coditel and Completel, in France, Belgium, Luxembourg, Israel and the Caribbean islands.

FINANCIAL DATA ADVISERS & DUE DILIGENCEPARTIESTARGET:CabovisãoDESCRIPTION: Telecommunications operator

SELLER %

Cogeco -

Total sold -

BUYER %

Altice -

Total acquired -


MULTIPLES


Revenues - -

EBITDA - -

DEAL VALUE Payment

- -


Revenues - 2011 -

EBITDA - 2011 -

Enterprise value 45

Equity value 45



DILIGENCE

Altice - Uría Menéndez - Proença de Carvalho -

Cogeco - Linklaters -




MID

-MA

RKET > EU

R 15mM

ID-M

ARK

ET >

EU

R 15

mIn 2012, we registered 24 deals in this segment. Highlights include deals with a cross-border component, mainly among Portuguese and Latin American companies. Sugalidal, a Portugal-based tomato processing company connected to the Ortigão Costa family, acquired Corpora Agrícola, a Chile-based producer of fruits and vegetables, held by entrepreneur Pedro Ibáñez and other minority shareholders. The deal value was USD 45m.

Furthermore, Refrigor, a company controlled by the Pires Eusébio family, acquired a 8,9% stake in Sumol+Compal, held by CGD Capital, a subsidiary of financial group CGD Caixa Geral de Depósitos. With this deal Refrigor increases its stake in the company’s share capital to 70,5%. The deal value was EUR 28,32m. Highlights also include the acquisition of Brazil-based Portal iG by Portugal-based Ongoing, which was held by Oi Internet. The deal value was BRL 90m.

Also noteworthy, in this segment, were the transactions between Spain and Portugal. Portugal-based Corticeira Amorim, through its subsidiary Amorim & Irmãos, acquired a 90,91% stake in Spanish company Trefinos. The deal value was EUR 15,1m. Trefinos was founded in 1916 in Gerona (Catalunya), and produces and sells champagne and sparkling wine corks. The company has distributors in France, Italy and the United States. In addition, Spain-based CaixaBank (Criteria CaixaCorp) sold a 9,43% stake in Portuguese bank BPI to Santoro Financial Holdings, for EUR 46,7m. With this deal, CaixaBank’s stake in BPI is reduced from 48,97% to 39,57%.

Additional deals in this segment


Realtime Internet BRZ Tech (Ongoing) Private shareholders 81,06(Aprox.)


Healthcare, Hygiene and Medical Aesthetics OneVet Private shareholders 29 (Aprox.)


Omni HelicoptersTransports,


Private shareholdersStirling Square Capital Partners Private shareholders 40



Private Equity

Realtime

In 2012, the private equity sector, in the mid-market segment registered a number of deals similar to the previous year, but with a larger investment vol-ume. In fact, this year we registered four venture capital deals, two investments and two divestments.

BRZ Tech, a Brazil-based venture capital firm that specializes in internet investments and operates as an investment vehicle for Portuguese company Ongoing, acquired a stake in Realtime, a US-based company. The deal value was USD 100m (some EUR 81,06m). Realtime develops and offers online tools to optimize web pages content information. With this deal, Realtime aims to invest in the development of new technologies and marketing solutions to launch the company on the US market.


Portugal-based Inter-Risco Private Equity, through its fund Inter-Risco II, made its first investment in a veterinary medical company, acquiring Hospital Veterinário do Porto. With this investment, the firm follows its buy-and-build strategy in the animal health market in Portugal.





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mThe total deal value was EUR 29m. Inter-Risco II invested EUR 11,2m in the project, aiming to build a corporate group with a business volume ranging between EUR 25m and EUR 30m. This acquisition was carried out through OneVet (an investment vehicle created by Inter-Risco II), and is part of an industry consolidation strategy.

Advisers

In this deal, Inter-Risco Private Equity hired Uría Menéndez - Proença de Carvalho as legal

advisers and Deloitte as financial advisers. The due diligence was carried also by Deloitte.



Bodegas LAN Food Sogrape Vinhos Mercapital Private shareholders 50 (Aprox.)

Sumol+Compal Food Refrigor CGD Capital 28,32


No private equity exits were registered in this market segment (between EUR 15m and EUR 250m) in 2011.


Bodegas LAN

Portuguese wine producer Sogrape Vinhos acquired Bodegas LAN, a Spain- based company located in La Rioja, held by Spanish venture capital firm Mercapital (sold 85%) and by private shareholders (15%). The deal value was not disclosed, although sources place it at some EUR 50m.

Bodegas LAN is a wine producer of high-quality wines, such as Rioja, Rías Bajas, Rueda and Ribera del Duero. The winery was founded in 1972 and headquartered in Rioja Alta, and has been included in Wine Spectator's Top 100 list twice.



Mercapital entered the winery’s share capital in 2002. The firm strengthened its management team and developed a strategy to enter new origin denomina-tions. In addition, the firm consolidated its national distribution network and international expansion, mainly the United States and Latin America.

Sogrape Vinhos, founded in 1942, is a family business with a strong inter-national focus, producing high-quality wines, and is engaged in innovating and developing Portuguese brands. In Portugal, its vineyards occupy an area exceeding 830 hectares.

Sumol+Compal

Refrigor, a company controlled by the Pires Eusébio family, acquired a 8,9% stake in Sumol+Compal, held by CGD Capital, a subsidiary of CGD Caixa Geral de Depósitos. With this deal Refrigor increases its stake in the company’s share capital to 70,5%. The deal value was EUR 28,32m.

Advisers

In this deal, Sogrape Vinhos hired as financial advisers BBVA Corporate Finance, and

as legal advisers law firm Alemany, Escalona & Escalante. Mercapital received finan-

cial advice from Santander Global Banking & Markets, and legal advice from law firm






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Finibanco Vida Portugal Financial and insurances Montepio Mapfre Seguros Gerais 13,5

Shopping Center Penha Brazil Technology CSHG Brasil

Shopping FII Sonae Sierra Brasil 5,03(Aprox.)

Moltuandújar España Electric Sovena Deoleo (antigua SOS Corporación Food) 4,5

Tobis Portugal Food FilmdrehtsichParpública

(Portuguese Government)

4 (Aprox.)

BPN Gestão de Activos Portugal Financial and insurances Patris Investimentos

Parpública(Portuguese Government)

3,2

Tagus Portugal Oil and Gas Damm Sumol+Compal 2,6

Semaq France Food Grupo Inapa Private shareholders 2,47

Leirivending PortugalGlass, Ceramic, Paper, Plastics,

Wood and TimberTabaqueira Bel II Private shareholders 1,8

Tiverley Portugal Food Publichance Private shareholders 1,3

Caléo Francia Consultancy, Audit and Engineering Libra Group Reditus Portugal 0,6


Current USA Technology

EnerTech Capital; Associated Partners;

Business Media China;Goldman Sachs; Espírito

Santo Ventures III;


Tróia B3 Portugal Real State Salvor Sonae Capital 9,20

Ampla Investimentos

e ServiçosBrazil Electric Endesa Latinoamérica EDP - Energias

de Portugal 9

Moza Banco Mozambique Financial and insurances BES África Geocapital 8,10

OMIP Portugal Electric Private shareholdersREN - Redes Energéticas Nacionais

7,50

Magpower Portugal Solar Espírito Santo Ventures III


Fapobol PortugalGlass, Ceramic, Paper, Plastics,

Wood and TimberSibán Millennium BCP 6

Artenius Polímeros Portugal

PortugalGlass, Ceramic, Paper, Plastics,

Wood and TimberControl PET La Seda de

Barcelona 5,60

Aquapura Hotels Villas & Spa Portugal Tourism, Hostels

and Restaurants Omys Private shareholders 5

CINAC - Cimentos de Nacala Mozambique

Construction (Materials and

Machinery)Cimpor Camargo Corrêa 4,50





The smaller market, which includes deals with values inferior to EUR 15m, is usually the segment that registers the greatest number of deals. In 2012, the crisis influenced particularly this segment, which recorded a decrease in number of deals as well as volume invested compared to previous year.

Highlights included the financial sector, as in 2011. The cross-border deals were also noteworthy, but not as significant as in the high-end and mid-market segments. Another important aspect this year was that no private equity deals were registered in this segment, compared to twelve in 2011. This reflects the difficult economic situation influencing the Portuguese transactional market.

Regarding the largest deals in the financial sector, it was noteworthy Montepio’s acquisition of a 50% stake in Finibanco Vida, held by Mapfre Seguros Gerais. The deal value was EUR 13,5m.

Furthermore, Patris Investimentos acquired BPN Gestão de Activos, held by Participadas (one of the Portuguese Government’s investment vehicles), for EUR 3,2m. Some months later, BPN Gestão de Activos announced the sale of Centro Hospitalar de S. Francisco to Sanfil - Casa de Saúde de Santa Filomena, a healthcare services company, which includes permanent care services, general practice and outpatient specialties, as well as complementary diagnostic services, through its healthy unit in Coimbra.

Smaller Market



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AdvisersIn this deal, Filmdrehtsich appointed BPA Banco Privado do Atlântico as financial advisers.

COUNTRY: PortugalTobis

The Portuguese Government, through Parpública, sold in 2012 a 96,4% stake in Tobis, a Portugal-based historic movie producer, to Filmdrehtsich, an Angola-based company. The deal value was EUR 4m.

This transaction included the sale of a part of Tobis’ activity, mainly related to repair of film archives and digital postproduction. Tobis and its shareholders will retain the buildings, and documentary and cinematic heritage.

Tobis was founded in 1932 and it produces movies and conducts cinema related laboratory work. Later the company increased its scope of activity to include television and advertising, continuing with film archives repair and postproduction services. Currently, Tobis has a debt valued at EUR 7m.

FINANCIAL DATA ADVISERS & DUE DILIGENCEPARTIESTARGET: TobisDESCRIPTION: Film and television production company

SELLER %

Parpública (Portuguese Government) 96,4

Total sold 96,4

BUYER %

Filmdrehtsich 96,4

Total acquired 96,4


MULTIPLES


Revenues - -

EBITDA - -

DEAL VALUE Payment



Revenues - 2011 -

EBITDA - 2011 -

Enterprise value -

Equity value -



DILIGENCE

Filmdrehtsich BPA Banco Privado do Atlântico - -




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COUNTRY: PortugalTagus

Spanish group Damm acquired beer brand Tagus and its bottling assets, held by Sumol+Compal, for EUR 2,60m. At the same time Damm signed a distribution agreement with Sumol+Compal, for the Portuguese market.

In fact, Sumol+Compal, a non-alcoholic beverages distribution leader in Portugal, will distribute Estrella Damm, Tagus and other specialty Damm beers, during the next five years in Portugal.

With this deal, Damm will strengthen its international growth strategy and its presence in Portugal, where it acquired beer producer Drink In, through Font Salem. The company was acquired free from liabilities, liens or charges existing on transfer date. The liabilities valued at EUR 120m at the time of the acquisition, received a waiver from the banks.

On the other hand, in 2012, Damm reached an agreement with the company’s founders to acquire a 41% stake in Rodilla, a restaurant chain specialized in sandwiches. The deal value was EUR 9,7m, and it was executed through a capital increase. In 2006, Damm acquired a 35% stake in Rodilla, and with this deal it will attain a 76% in the company’s share capital.

Founded in 1876, Damm is a food distributor with 7 factories and a staff of some 2.900 workers. In 2011, the company acquired Cacaolat, jointly with Cobega, and in January 2012, it increased its stake in Rodilla to 76%.

FINANCIAL DATA ADVISERS & DUE DILIGENCEPARTIESTARGET: TagusDESCRIPTION: Beer distributing company

SELLER %

Sumol+Compal 100

Total sold 100

BUYER %

Damm 100

Total acquired 100


MULTIPLES


Revenues - -

EBITDA - -

DEAL VALUE Payment



Revenues - 2011 -

EBITDA - 2011 -


Equity value 2,6




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COUNTRY: FranceSemaq

Grupo Inapa acquired Semaq, a France-based producer of plastic and cardboard containers with a strong footprint in the South and Western regions of France, held by private shareholders. The deal value was EUR 2,47m.

This transaction is part of Grupo Inapa’s strategy to focus on developing complementary paper businesses with better profitability and growth prospects. The complementary business, before this deal accounted for 13% of the Group’s operating results.

In this way, Semaq will strengthen Grupo Inapa’s plan to enter markets with economic growth prospects, and businesses with growth potential at a short and medium term, such as the French container market. Specifically in France, this deal enables the Portuguese company to increase its coverage, diversify its portfolio of products and enter new client segments.

Semaq is based in Bordeaux and has offices in Paris, Lyon, Bezier and Ploermel. Its business is focused primarily on food, chemical and wine industries, offering products for packaging and liquids transportation such as plastic and metal containers, cardboard boxes and plastic pallets storage and transport. In 2011, its turnover was EUR 10,9m with an operating result of EUR 0,4m.

On the other hand, Grupo Inapa is one of the largest industrial groups in Portugal, specialized in paper and cardboard distribution. The Group was founded in 1965, and it represents, historically, the first Portuguese paper factory to produce in large scale. Currently, the Group also manufactures containers and develops visual communication.

FINANCIAL DATA ADVISERS & DUE DILIGENCEPARTIESTARGET: Semaq DESCRIPTION: Plastic and cardboard containers manufacturing company

SELLER %


Total sold 100

BUYER %

Grupo Inapa 100

Total acquired 100


MULTIPLES



EBITDA - -

DEAL VALUE Payment



Revenues - 2011 10,9

EBITDA - 2011 -


Equity value 2,47


124 TTR - Transactional Track Record - (www.TTRecord.com)

TRANSACTIONS – PORTUGAL M&A HANDBOOK 2013

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No private equity investments were registered in this market segment (below EUR 15m) in 2012


No private equity exits were registered in this market segment (below EUR 15m) in 2012


No private equity / venture capital exits were registered in this market segment (below EUR 15m) in 2011


Current Technology

EnerTech CapitalEspírito Santo Ventures III(Espírito Santo Ventures)

Associated PartnersBusiness Media China

Goldman Sachs


Magpower Solar Espírito Santo Ventures III(Espírito Santo Ventures) Private shareholders 7

Panificadora Central Eborense Food Megafinance Private shareholders 2,5

BERD - Engenharia de Pontes

Telecoms / Technology

Espírito Santo Ventures Inovação e Internacionalização

Espírito Santo Ventures III(Espírito Santo Ventures)


FeedZai Technology

Novabase Capital Inovação e Internacionalização

(Novabase)Espírito Santo

Ventures Inovação e Internacionalização

Espírito Santo Ventures III(Espírito Santo Ventures)


Evolvespace Solutions Technology Novabase Capital

(Novabase) Private shareholders 0,25

Bundlr Internet Seed Capital Portugal Private shareholders 0,01





Banks and savings banks

Private Equity / Venture Capital

Legal advisers

Consultancy firms / Financial advisers

129

132

149

159

Entities

Spain


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In 2012, Spanish banks continue to suffer with the critical economic cri-sis. Financial entities had to restructure their businesses through divest-ments and strategic acquisitions. The intervention in Bankia (merger of Caja Madrid and Bancaja), Caixacatalunya, Novagalicia and Banco de Valencia by the government, and the European Union’s financial support to Spanish banks, enforced readjustments to their financial statements. On the other hand, Sareb (Sociedad de Gestión de Activos Procedentes de la Reestructuración Bancaria), an assets management company brought about by bank restructur-ing, was created. It enables some companies to improve their risk exposure by grouping toxic property assets.

In this environment, the financial transactional market was particularly dynamic in Spain, with some of the year’s largest deals. Various Spanish companies were forced to sell subsidiaries, while others chose to invest abroad for better conditions.

This year’s largest deal was carried out by FROB (Fondo de Reestruc - turación Ordenada Bancaria), a bank restructuring fund, which acquired a 45% stake in Bankia (merger between Caja Madrid and Bancaja). The deal value was EUR 4.460m. Furthermore, Banco Popular launched a takeover offer to acquire Banco Pastor, merging both entities. The deal value was EUR 1.362m, which Banco Popular will finance with newly issued shares distributed among all Banco Pastor’s shareholders who took part in this takeover. On the other hand, Banco Santander sold its subsidiary Banco Santander Colombia to CorpBanca, a Chile-based bank, for approximately EUR 910m.

Banks and Savings banks

Savings banks

In 2012, Spanish savings banks continued to make strategic transactions to reorganize their

businesses, with several mergers. BBK, Kutxa and Caja Vital carried out a merger to create

a bank that offers financial services to all types of clients, not only to individuals, which was

the banks’ customary activity. In addition, Cajamar, a bank based in Almeria, and Valencia-

based bank Ruralcaja, the first two savings banks in Spain, closed a merger and created a

new entity Cajas Rurales Unidas. Their joint assets are valued at EUR 38,000m, with some

3,3 million clients. Furthermore, Caixa Rural Sant Fortunat de Castelldans (Lleida) merged

with savings banks: Caja de Burgos, Caja de Segovia and Caja de Fuentepelayo (Segovia);

which had all merged, in 2010, under the umbrella of Ruralvía.


M&A HANDBOOK 2013 ENTITIES – SPAINENTITIES – SPAIN M&A HANDBOOK 2013

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Highlighted Banks and Savings banks

Bankia (merger between Caja Madrid and Bancaja)

Bankia (merger between Caja Madrid and Bancaja) was one of the most active in the Spanish banks in 2012, essentially with the Government’s entrance in its share capital. In fact, FROB (Fondo de Reestructuración Ordenada Bancaria), a bank restructuring fund, acquired a 45% stake in Bankia, for EUR 4.460m. As a result, the bank is following a divestment plan to sell its non-strategic assets. Bankia sold Tasamadrid to Tinsa, an appraisal company, owned by private equity firm Advent International since the end of 2010. The deal value was EUR 10,8m. Furthermore, Bankia sold a 10,36% stake in Mapfre América to Mapfre, for EUR 244m, which represents a profit of EUR 102m. In addition, Bankia (merger between Caja Madrid and Bancaja), jointly with CAM and Banco de Valencia sold a 70,76% stake in amusement park Terra Mítica Park to Aqualandia. The deal value was EUR 65m.

BBVA

In 2012, BBVA continued its internationalization strategy, following last year’s trend, although this year it focused on the Latin American market. The Spanish bank acquired a 10% stake in the two companies wining the BBVA Open Talent & Red Innova, Colombian company Starbull and Argentinean company Wideoo, through an investment of EUR 100,000. Furthermore, Fundación Microfinanzas BBVA, a non-profit foundation, acquired a 31% stake in Banco ADOPEM, a Dominican Republic-based bank. On the other hand, and due to the bank restructuring process, BBVA acquired Unnim Banc, for a symbolic value of EUR 1. Other interested players were Banco Santander, Banco Popular, venture capital fund JC Flowers and Ibercaja. Unnim Banc was previously held by FROB (Fondo de Reestructuración Ordenada Bancaria), a bank restructuring fund, which injected EUR 948m in the company.

Banco Sabadell

Banco Sabadell continued the efforts to strengthen its structure with several relevant deals in 2012. In February, the bank made a capital increase of EUR 86,47m, which enabled it, in later months, to integrate CAM a company intervened by FROB (Fondo de Reestructuración Ordenada Bancaria), a bank restructuring fund, through a merger. Furthermore, Banco Sabadell acquired Caixa Penedès, held by Banco Mare Nostrum. The bank also divested in non-strategic assets, selling a

20% stake in Mexican bank BanBajío to Dutch company Ion Investment (13,3%), a subsidiary of Singapore-based investment company Temasek. In addition, a trust fund composed by a BanBajío’s private shareholders group acquired a 6,7% stake in the company’s share capital.

Banco Santander

In 2012, Banco Santander made several deals to strengthen its financial state-ments in three fundamental areas, asset’s write down, capital increase, and liquid-ity position. The bank merged with its subsidiary Banesto, which will generate synergies of EUR 520m by the third year. In addition, costs will be reducing by integrating both companies’ central services and by closing some offices. In 2012, Banco Santander also made some divestments abroad improving its cash flow and liquidity. The bank sold Banco Santander Colombia to Chilean bank CorpBanca, for approximately EUR 910m. And, it sold a 8,68% stake in Kemple Water, held through its fund Santander Private Equity, jointly with Portuguese company Finpro. The deal value was EUR 600m. Furthermore, Banco Santander sold a 51% stake in Aegon, a The Netherlands-based insurance company, for EUR 250m. To carry out this deal, the bank created Banco Santander Seguros de Vida and Banco Santander Seguros Generales, which will be held by Aegon (51%) and by Banco Santander (49%).

Caixabank (Criteria CaixaCorp)

Caixabank (Criteria CaixaCorp) was one of the most active entities in 2012, with several relevant acquisitions. In July the bank merged with Banca Cívica, a bank created with the merger between Caja Navarra, Cajasol, Caja Burgos and Caja Canarias. The deal value was EUR 977m. This merger was carried with a share swap; each 5 shares of Caixabank corresponded to 8 shares of Banca Cívica, at a price of EUR 1 per share, without any cash payment. Furthermore, the Catalan bank acquired a 50% stake in Caja Burgos Vida, Compañía de Seguros de Vida, Caja Navarra Seguros and Banca Cívica, Vida y Pensiones held by Aegon España, a subsidiary of Dutch company Aegon. The deal value was EUR 190m. With this deal, which is the end of current joint venture agreements, CaixaBank acquired the insurance business jointly held by the Dutch group and Banca Cívica. On the other hand, the bank also carried out important divestments, selling a 5,66% stake in Saba Infraestructuras held by US-based private equity firm KKR, for an undisclosed amount.



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Private Equity

In 2012, the private equity sector transactional activity decreased significantly, with respect to previous year. The total deal volume was EUR 2.500m, compared with EUR 3.050m in 2011. Only two transactions were registered with a deal vol-ume above EUR 500m, mainly due to limited access to new loans and the need for firms to stabilize their subsidiaries and improve cash flow. In 2011, seven deals were registered in the high-end market. Atento, a Spain-based company, was acquired by US-based fund Bain Capital, for EUR 1.051m.

In the mid-market, the transactional activity was not particularly active either. 11 transactions were registered this year; half the number of deals recorded in 2011. Highlights include several deals involving venture capital funds that focus on the mid-market. The total percentage of deals this sector was in excess of 60%. Some of the most active firms were Nauta Capital, Caixa Capital Risc, Inveready y Cabiedes & Partners. Moreover, several divestments were carried out by private equity firms, including 3i Group, Mercapital, and Investindustrial, among others.

High-end market (2012)


Atento Telecoms Bain Capital Telefónica 1.051



Santander Private EquityFinpro 600

Highlighted private equity players

Bain Capital

Bain Capital is a US-based private equity launched in 1984 with headquar-ters in Boston, and some USD 67.000m under management. The firm holds Brookside Capital Partners, Sankaty Advisors, Bain Capital Ventures, and Absolute Return Capital Partners, all founded between 1996 and 2004 and focus on private equity investments, credit and hedge funds.

In 2012, Bain Capital made its first investment in Spain, acquiring Atento held by multinational Telefónica, for EUR 1.051m. The agreement includes a deferred payment of EUR 110m subject to the company’s future performance and a loan for the remaining EUR 110m. The banks that financed this transaction were Banco Santander, BBVA and La Caixa with a loan of EUR 110m.


Atento’s sale was initiated in March 2012; Telefónica decided to sell its call center operator in order to restructure its debt. Initially, Telefónica received three offers from private equity firms: Bain Capital, Apollo and Permira, but these did not materialize. Telefónica cancelled the sale at the beginning of September 2012.

Atento is based in Madrid with offices in the United States, Colombia, Brazil, Uruguay, Argentina, and Mexico among other Latin American countries, and Morocco. The company employs 152,000 workers. In 2011, it registered a turnover of EUR 1.082m (+8,4%), and EBITDA of EUR 101m.

With this deal, Bain Capital continues its growth strategy in the call center segment, since it invested in Genpact, the world’s largest call center operator, just three months before. In addition, Bain Capital acquired Bellystems24 in 2009, the largest call center in Japan. The firm intends to continue its strategy and possibly make new investments in Spain.

Santander Private Equity

Santander Private Equity was founded in 2003 with the name Santander Capital, as an investment management firm of infrastructure and unlisted securities. In 2006, Santander Private Equity I was launched, to focus on investments in the largest funds of unlisted companies across the globe, aiming to reach an annual return on investment of no less than 20%. Nevertheless, Banco Santander closed this first fund, which had a conservative profile and sectorial growth orienta-tion. It had some 400 investors and a EUR 132m in equity, which was below their expectations. Subsequently, the bank create Santander Private Equity II, a fund of funds that would bring continuity to Santander Private Equity I, but it was closed ahead of time, in September 2008, due to lack of investors’ interest.

In 2012, Santander Private Equity and Portuguese investment company Finpro sold a 8,68% stake, held jointly, in Kemble Water to China Investment Corporation. The deal value was EUR 600m.

This was the first investment made by a Chinese group in Europe. The deal was executed after a trip to China by the British authorities, with the objective of showing UK’s strengths.

Santander Private Equity entered Thames Water’s share capital in December 2006, with a EUR 38,9m investment. This was a deal made jointly with a consor-tium headed by Macquarie Group.



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Mid-market (2012)

TARGET SUBSECTOR BUYER SELLERAMOUNT(EUR m)

USP HospitalesHealthcare, Hygiene, Medical Aesthetics

and CosmeticsDoughty Hanson

RBS - The Royal Bank of Scotland

Barclays BankPrivate Shareholders

355

GasmediHealthcare, Hygiene, Medical Aesthetics

and CosmeticsAir Liquide Mercapital

Private Shareholders 330

EsmalglassGlass, Ceramic, Paper, Plastics,

Wood and TimberInvestcorp 3i España


Controladora Milano Distribution and Retail Kaltex Comercial Advent International

Valanza 268,28

Amobee Marketing and Advertising

SingTel (Singapore Telecommunications)

Sequoia CapitalAccel Partners

Telefónica240


Chemical and Chemical Materials

Advent International España

Vista CapitalPortobello Capital 230

Euskaltel Telecoms InvestindustrialTrilantic Capital Partners

Gobierno VascoCorporación Mondragón

EndesaIberdrola

Kutxabank (merger between BBK, Kutxa y Vital)

198

Panamericana SolarTacna Solar Solar

CAF - Corporación Andina de Fomento

Conduit Capital Partners

Corporación GestampSolarpack 164,9

USP HospitalesGrupo Hospitalario Quirón

Healthcare, Hygiene, Medical Aesthetics

and CosmeticsDoughty Hanson 160

BanBajío Financial and Insurance

Ion InvestmentPrivate Shareholders Banco Sabadell 156


3i Group

3i Group was created in 1987 as a private equity fund, when banks sold their stake in the firm (founded in 1945) to create a limited liability company. In 1994, the company was listed on the London stock exchange with a market


capitalization of GBP 1.500m. Up until then, the firm only managed its portfolio of investments, and in 1994 it began managing external investors’ funds. Since then, 3i Group has followed its international expansion in Europe, Asia and the United States. The Madrid office was opened in 1990, with some EUR 2.000m invested in approximately 140 deals in Spain.

Similar to most funds, 3i Group focused mainly on divestments throughout 2012, aiming to improve its cash flow by selling several subsidiaries.

Highlights include the sale of Esmalglass, one of the largest mid-market private equity deals this year. Esmalglass, a manufacturer of enamels and ceramic colors, was acquired by Arab investment fund Investcorp, through Goromar XXI. The company was held by private equity fund 3i Group and the management team, headed by the Baigorri family, who will retain a minority stake.

The deal value was approximately EUR 280m, of which EUR 105m were paid by ICG (Intermediate Capital Group). Banco Santander and BBVA also financed this transaction. This sale began in mid-2011. Mercapital and Ergon showed interest in the company, but neither submitted a binding offer. Esmalglass reg-istered a turnover of EUR 270m, in 2010, and it owns factories in Italy, Brazil, China, Indonesia, United Kingdom and Russia.

In 2002, 3i España acquired a 49% stake in Esmalglass’ share capital. The deal was a MBO, through which the management team retained a 51% stake in the company’s share capital. The deal value was EUR 230m, of which 3i España paid EUR 80m, the management team paid EUR 25m, and BNP Paribas financed with a loan of EUR 125m.

Advent International

Advent International, founded in Boston in 1984, is a private equity firm that focuses on mid-market buyouts. The fund is present in 16 countries across four continents. In 2002, Advent International opened the Madrid office with four Spanish partners from German private equity firm Dresdner. This team had been collaborating with Advent International in the Spanish market over the last seven years, with investments in three companies: Alta Gestión, Alcalá Farma and Jazztel. Since its beginnings, Advent International captured EUR 19.800m in capital, and carried out more than 270 deals in 35 countries, valued at EUR 45.700m.

In 2012, Advent International España was involved in one of the most relevant mid-market deals in Spain. The firm acquired a 49,9% stake in Maxam, held by Portobello Capital and Vista Capital. The deal value was estimated at EUR 230m. In 2006, the two funds acquired 27,37% and 22,62% in Maxam’s share



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capital, respectively. The remaining 50,1% was retained by the management team, headed by José F. Sanchez-Junco. With this deal, Portobello Capital and Vista Capital obtained EUR 66m in profits.

Furthermore, Advent International España made two investments through Tinsa, a Spain-based property appraisal company owned by the fund since late 2010. The firm acquired Tasamadrid, held previously by Bankia. In addition it acquired Zala Colombia, a company focused on consultancy and property appraisal. With this deal, Tinsa enters the Colombian market and strengthens its present in Latin America. The company holds subsidiaries in Argentina, Chile, Mexico, Peru, and it also renders services in Brazil, in areas of the Caribbean, Central America and Uruguay.

Doughty Hanson

Doughty Hanson is a UK-based private equity fund, created in 1985. It invests mainly in buyout deals in mid-market companies in Europe. The firm has offices in London, Frankfurt, Milan, Munich, Paris, Stockholm and Madrid. The Madrid office was launched in 2006 by Francisco Churtichaga, and in 2007, it made its first investment in Spain. Doughty Hanson acquired Avanza, a transportation company. Since then, the firm acquired shares in the transport sector, and recently in the sanitation sector. Highlights include the largest deal in the mid-market. Doughty Hanson acquired USP Hospitales, and a few months later merged with Grupo Hospitalario Quirón.

USP Hospitales was sold by its creditors: RBS and Barclays Bank, its founder Gabriel Masfurroll, and the management team, to Doughty Hanson. Up until now, RBS and Barclays Bank held a 65% stake in the company’s share capital, Gabriel Masfurroll and the management team held 25%, and the remaining 10% was held by John de Zulueta. Doughty Hanson paid EUR 355m, which corre-sponds to 10,3 times USP Hospitales’ EBITDA of 2011, and 9 times the estimated EBITDA for 2012. Other groups showed interest in USP Hospitales: consortiums PAI Partners-Grupo Hospital de Madrid and Blackstone-Hospiten. Some were going to submit a binding offer, such as CVC Capital Partners, through Capio España; Bridgepoint and KKR, jointly with Grupo Hospitalario Quirón.

In 2006, USP Hospitales decided to convert its debt of EUR 500m into shares. With this transaction, its creditors RBS and Barclays took over 65% of the com-pany’s share capital. The management team, headed by Gabriel Masfurroll, retained 25%; while Cinven with 64%, Portuguese bank Caixa Geral with 10%, and Fundación Alex with 1%, reduced their stake in USP Hospitales, to 10% shared between the three. The remaining 10% will be retained by John de Zulueta. USP Hospitales has a staff of 7.000 employees and a network with 35 health

centers in Spain, Portugal and Morocco. Some of the most important centers are Instituto Universitario Dexeus, in Barcelona, and hospitals San Camilo and San José, in Madrid. In 2010, USP Hospitales registered a turnover of EUR 319,3m and a profit of EUR 6,5m.

Investindustrial

Investindustrial is a private equity firm created in 1990 by Italian groups Benetton and Bonomi, with offices in Luxembourg, United Kingdom, Spain, Switzerland, China and United States. The firm focuses on investments in mid-market companies of southern Europe, and it is present in Spain since 2000.

In 2012, Investindustrial was involved in one of the largest mid-market investments. Jointly with private equity firm Trilantic Capital Partners, acquired a 48,1% stake in Spanish company Euskaltel, for EUR 198m. The sellers were Endesa (10,64%), Corporación Mondragón (2%) and the Basque Government (7,5%). Kutxabank and Iberdrola reduced their stake to 49,9% and 2%, respectively.

Euskaltel is a telephone company that operates in the Basque country. In 2011, it registered a turnover of EUR 334m, EBITDA of EUR 131m and a net profit of EUR 38,4m. The company’s debt is EUR 440m. This deal was carried out through a capital increase of EUR 68m. With this deal, Euskaltel will pay, the Basque Government, for the telecommunications public network, which it has leased until now. Subsequently, the funds will pay EUR 198m and reorganize the shareholding structure.

Furthermore, Investindustrial made an important divestment in 2012. The sale of a 65% stake in to private equity firm Miura Private Equity and French firm Demeter Partners. The deal value was EUR 21,1m. The management team retains a 35% stake in Contenur and will remain in the executive position. In addition, the firm announced the acquisition of a 50% stake in Port Aventura, which is estimated to be concluded in 2013, for some EUR 100m.

Mercapital

Mercapital is a Spain-based private equity firm with 25 years of history, dur-ing which it has invested in over 100 companies and managed EUR 1.500m. Mercapital’s focus is in supporting growth of mid-sized Spanish companies, essentially through internationalization and investments in Latin American companies, aiming to accelerate growth. Currently, the firm has offices in Madrid, Sao Paulo and Miami. In 2012, Mercapital and N+1 decided to merge their businesses, to grow in Latin America and Europe. The new company will



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begin operating in 2013, with EUR 1.700m in assets under management, and 25 managed companies.

Mercapital was one the most active private equity firms in the Spanish transactional market in 2012. The firm made three investments (Betapack, Grupo Rubaiyat and Clece), and 5 divestments. Highlights include the sale of Grupo O2 Centro Wellness, Bodegas LAN and Gasmedi, a company that offers home respiratory therapies, held by Mercapital (75%) and the Fierro family (25%), since 2006. At that time Mercapital acquired a 75% stake in the company’s share capital through a MBO, and the management team retained 25%. The deal value was EUR 330m. In 2006, Mercapital and the management team paid EUR 275m; EUR 96m was paid in equity, and EUR 179m corresponded to debt subscribed by Calyon, IKB and HVB.

Portobello Capital

Portobello Capital is a private equity firm, launched in late 2010, by five old partners of Inversiones Ibersuizas, which managed two funds valued at EUR 500m. Portobello Capital invests in mid-market companies in any industry sector in Spain and Portugal. When the firm opened, 15 subsidiaries of Ibersuizas were retained as part of its portfolio. In 2012, one of them, Maxam a civil explosives operator, was sold in one of the most relevant mid-market private equity deals. The deal was closed once Portobello Capital and Vista Capital had decided to sell 27,37% and 22,62% of the company’s share capital, respectively, to Advent International España. The deal value was EUR 230m. The two companies entered Maxam’s share capital in 2006 with a EUR 66m investment. The remaining 50,1% will be retained by the management team, headed by José F. Sanchez-Junco.

In 2012, Portobello Capital also carried out another deal, a divestment that failed. The firm initiated, with Realza Capital, a sale of a 80% stake held jointly in Hoffman. Finally the deal was not materialized. The digital photography company remains in the funds’ portfolio. It was acquired, in 2009, through a EUR 25m investment. Vicente Fernández, CEO of Hofmann, and the Hofmann family retained 20% of the company’s share capital which they still hold.

TARGET SUBSECTOR BUYER SELLERAMOUNT (EUR m)

Aktua Financial and Insurance Centerbridge Partners Banesto 100

Clece

Waste Management, Pollution and

Recycling

Mercapital ACS 80

Joyent Technology Telefónica VenturesWeather Investment II Private Shareholders 65,6

Bodegas LAN Food Sogrape Vinhos MercapitalPrivate Shareholders 50

Afina Technology West Group Private Shareholders 50

Grupo Geriatros

Healthcare, Hygiene, Medical Aesthetics and

Cosmetics

Magnum Capital NCG Banco 50

Grupo Rubaiyat Tourism, Hotels and Restaurants Mercapital Private Shareholders 46

VoloteaTransports,


CCMP Capital AdvisorsSinaer Inversiones

FESpymeAccionistas Particulares

- 40

Mirvi BrasilBetapack

Glass, Ceramic, Paper, Plastics,

Wood and TimberMercapital Suztapen 40

Concesionaria Universidad

Politécnica de San Luis Potosí

SchoolsFondo de

Infraestructura Macquarie México

Acciona Infraestructuras MéxicoAcciona

37

Smaller market (2012)




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Demeter Partners

Demeter Partners is a France-based private equity firm that specializes in investments in the eco-industries and eco-energies sectors. Demeter Partners made its first investment in Spain in early 2007, through its representative in the country Spirit Private Equity. The firm opened an office in Madrid, at the end of 2007. Marcos Semmler, Anselm Adams and Francisco López joined to lead the firm’s transactions in Spain.

In 2012, Demeter Partners made two transactions. The firm acquired, jointly with Miura Private Equity, a 65% stake in Contenur. The management team retained 35% of the capital, and will remain in the executive position. The deal value was EUR 21,1m.

With this deal, Investindustrial exits Contenur’s share capital. The firm acquired, in 2005, a 65% stake in Contenur held by 3i España, for EUR 15m.

Contenur, a manufacturer of waste containers, aims to use this deal to strengthen its international presence in regions with high growth potential, mainly Eastern Europe. In addition, the company intends to increase its presence organically or through acquisitions in other emerging regions such as Latin America and North of Africa.

Furthermore, Demeter Partners participated in a capital increase made by Renewable Power International (RPI), destined to finance the acquisition of six hydraulic projects. The capital injection was paid with the shareholders’ own resources and external funding. Actually, Demeter Partners invested EUR 3,6m and acquired an additional 4% of the capital, with which it attained a 29% stake in Renewable Power International (RPI).

Renewable Power International (RPI) is an operator of mini-hydro plants with 25years experience in the Iberian market. In fact, the company manages ten mini-hydro plants in Spain and seven in Portugal with an installed capacity of 85MW.

Espiga Capital

Espiga Capital is a private equity firm focused on investments in Spanish and Portuguese SMEs. It has been operating since 1998. Currently, the firm holds Espiga Capital Inversión and Espiga Capital Inversión II, two investment vehicles of indefinite duration and joint resources valued at approximately EUR 120m.

The firm closed two transactions in 2012: the divestments of Invesa, a vet-erinary clinic, and Tecresa, a designer and installer of refractory linings for the

industry sector. Espiga Capital and the management team sold their stake in Invesa to Animedica Group, a Germany-based veterinary company held by goup Agravis Raiffeisen. The deal value was some EUR 36m.

In 2005, Espiga Capital acquired a 88% stake in Invesa through a MBO, which involved the management team, for some EUR 12m. Invesa has a staff of approximately 200 workers, and sells its products in 80 countries, through its own subsidiaries and export partners. In 2011, Invesa generated revenues of EUR 42m.

On the other hand, Espiga Capital sold its stake in Tecresa to German company Steuler. The deal value was not disclosed, although sources calculate a return on investment of twice the amount paid in 2004.

Tecresa was founded in Bilbao in 1986 and specializes in design and installa-tion of refractory linings for the industry sector. The company has subsidiaries in Asturias, Cantabria, Andalucía, and Galicia, and it is represented in Madrid.

Inversiones Valencia Capital Riesgo (Invalencia)

Inversiones Valencia Capital Riesgo (Invalencia) is a fund held by Banco Valencia. In 2012, it was particularly active, mainly divestments, taking into account Banco de Valencia’s present situation. In November 2011, the bank requested Banco de España’s intervention to guarantee its viability. Through FROB (Fondo de Reestructuración Ordenada Bancaria), a restructuring fund, EUR 1.000m were injected in the bank’s capital, as well as a credit line of EUR 2.000m for the bank’s immediate payments.

On 26 December 2012, FROB (Fondo de Reestructuración Ordenada Bancaria), a restructuring fund, awarded Banco de Valencia to CaixaBank, after an injection of EUR 4.500m in the bank’s capital. CaixaBank holds a 98,9% stake in the company’s share capital. This transaction was completed on 28 February 2013. FROB will grant a protection scheme to Banco de Valencia, over a term of 10 years, assuming 72,5% of the losses on its portfolio of SMEs and SOHOs as well as contingent liabilities, once existing provisions for these assets have been used up.

In this framework, Inversiones Valencia Capital Riesgo (Invalencia) made one investment and three divestments, with which the firm was able not to lose capital.

On one hand, the firm increased its stake in fishing farm Acuigroup Maremar, from 68% to 99,8%, investing EUR 17,6m. The deal was carried out through a capital increase. The remaining capital will be subscribed by the founding part-ners, Antonio Asunción and Társilo Piles.



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Regarding this year’s divestments, Inversiones Valencia Capital Riesgo (Invalencia) sold a 40,2% stake in Chillida Sistemas de Seguridad, a Spain-based company of private security services, held jointly with Fernando García Checa (9,8%) and Chillida Business Group (50%). The company was acquired by Securitas Group, a Sweden-based company, for EUR 23m. in 2001, Inversiones Valencia Capital Riesgo (Invalencia) acquired a 40,2% stake in Chillida Sistemas de Seguridad through a capital increase valued at EUR 12m. In addition, Inversiones Valencia Capital Riesgo (Invalencia) sold a 25% stake in Beniplast Benitex to the Cuquerella family, which recovers a 100% stake in the company’s share capital. The deal value was EUR 2,3m. Finally, Inversiones Valencia Capital Riesgo (Invalencia) sold a 45% stake in The Size Sintered Ceramics to brothers Jesús and José Luis Esteve. The brothers also acquired a stake held by a minority shareholder. With this deal, the Esteve family will attain a 100% in the company’s share capital.

Miura Private Equity

Miura Private Equity is a private equity firm founded in Barcelona (Spain) by Luis Seguí and Juan Leach, in 2007. The firm focuses on holding equity stakes, primarily in small and medium companies in Spain and Portugal. Currently, the firm holds Miura Fund I, with approximately EUR 100m, through which Miura Private Equity made its first investment in 2008, entering Grupo Atrezzo’s share capital.

In 2012, Miura Private Equity was one of the most active firms in the Spanish transactional market, with three investments: Contenur, GH Induction Group and Solé Graells, through Guzmán Gastronomía, which is held by Miura Private Equity.

One of the highlighted deals in the smaller market involved Miura Private Equity and Demeter Partners, acquiring a 65% stake in Contenur, held by Investindustrial. In 2005, Investindustrial acquired a 65% stake in the company’s share capital, held by 3i group, for EUR 15m. The management team retains 35% of the capital and will continue to hold an executive position. The deal value was EUR 21,1m.

Contenur was founded in 1984 and manufactures waste containers and offers maintenance services related with street furniture. In 2011, the company registered a turnover of EUR 75m. With this deal, Contenur aims to consolidate its international presence in emerging markets with high growth potential, mainly Eastern Europe. In addition, the company intends to increase its presence organically or through acquisitions in other emerging regions such as Latin America and North of Africa.

In 2012, Miura Private Equity and GH Induction Group’s management team acquired Corporación IBV, held majority by BBVA and Iberdrola. Corporación IBV is a manufacturer key in hand of induction heating systems. The company will maintain its current management team, headed by José Vicente González and Vicente Juan, who will increase his stake in the company’s share capital.

With this deal, GH Induction Group will increase its factories and open new ones, especially in India. This is Miura’s tenth investment, since 2008.

Finally, Guzmán Gastronomía, held by Miura Private Equity, acquired Solé Graells’ shares, a company that offers gastronomic products owned by the Solé Graells family. With this deal, Guzmán Gastronomía aims to continue strengthening its presence in the food service for hotels and restaurants in Spain.

N+1 Private Equity

N+1 Private Equity is a private equity firm, which invests in the Iberian market and specializes in MBO (Management buyout) or MBI (Management buy in) and invests in companies valued between EUR 50m and EUR 250m. In the last 20 years, N+1 Private Equity closed investments in 45 companies and 32 divestments. The firm manages Dinamia, the only private equity listed in Spain with net assets valued at EUR 124m (by 31 December 2011). N+1 Private Equity Fund I, a UK-based fund with a share capital of EUR 176m disbursed in 99%. N+1 Private Equity Fund II has a compromised capital of EUR 304m. The fund’s creation began in 2007, and was concluded in 2008, with its maximum capacity subscribed. By the end of 2011, 64% was disbursed.

N+1 and Mercapital decided to merge the two firms, aiming to grow in Latin America and Europe. A new company will start operating in 2013, with EUR 1.700m in assets under management and a portfolio of 25 companies.

In 2012, N+1 Private Equity, through its funds Dinamia and N+1 Private Equity Fund II closed four deals. Highlights include the acquisition of Probos, held by Explorer II, for EUR 75m. The fund of Portuguese private equity firm Explorer Investments acquired Probos in mid-2008, for EUR 50m. Dinamia will hold a 25% stake in the company’s share capital, and will invest a maximum of EUR 12m; while N+1 Private Equity Fund II will hold the remaining 75%.

On the other hand, Dinamia and N+1 Private Equity FundII acquired a 55% stake in Secuoya, for EUR 16m. This deal was carried out through a capital increase. Dinamia will retain a 13,75% in Secuoya, while N+1 Private Equity Fund II will hold 41,25%.



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N+1 Private Equity has committed to invest EUR 20m in Secuoya to develop its strategic plans, which consist in outsourcing processes of public or private television, increasing the portfolio of services and clients, and content development.

Realza Capital

Realza Capital is a private equity firm, founded in 1989, that focuses on investments in Spanish mid-sized companies. The firm has an aggregate committed capital of €170m, and made 26 investments for a total in excess of EUR 490m.

In 2012, Realza Capital completed two investments. The firm acquired a minority stake in Quimi Romar, a manufacturer of cleaning and hygiene products, for EUR 20m.

Quimi Romar registered a turnover of EUR 35m, in 2011, and employs 150 workers. The company has its own brands, such as Amalfi, Romar, Destello, Garley, Pillín, Potent, Romar Soft and Instant Fuki Matón. Currently, its products are sold in 44 countries throughout Europe.

On the other hand, Nansa Capital, controlled by Realza Capital, acquired Gestión Tributaria Territorial, held previously by Lico Corporación (42,23%), eight financial institutions that emerged from former savings banks (54,5%), and Confederación Española de Cajas de Ahorros (3,27%). This deal was a MBO, in which the company’s management team also holds a minority stake in Nansa.

Gestión Tibutaria Territorial was formed in February 1998, and focuses on issues related to tax management and collection of the Public Administration. The company has a staff of 500 workers, and holds a 99,98% stake in Tribugest Gestión de Tributos, a company with same activity.

Venture Capital

The Spanish venture capital segment was particularly active this year, following a trend set in previous years. In 2012, the total percentage of deals, with respect to all the activity within the private equity segment was in excess of 50%. Most venture capital deals involved innovative and entrepreneurial segments of the market, which enabled growth and business expansion to several medium-sized companies.

The total deal volume of venture capital deals, in 2012, decreased by 16% compared to previous year; while the number of deals dropped by 7%. The most active sectors were technology, biotechnology and internet. Total percentage of investments, in these sectors, by venture capital funds was 80%. Furthermore, and despite the economic situation, in 2012 new venture capital funds were cre-ated, such as Caixa Innvierte Industria with an aggregated committed capital of EUR 23m; Kibo Ventures with EUR 45m; and the increase of Active Venture Partners in Amerigo Innvierte Spain Ventures, among others.

Venture Capital Highlighted Deals (2012)

TARGET SUBSECTOR INVERSOR IMPORTE (EUR m)

nLife Therapeutics Biotechnology Caixa Capital Biomed Jeremie 5

Yuilop Technology

Shortcut VenturesBright Capital

Private ShareholdersNauta Capital

4,5

Tap Tap Networks Technology CDTINauta Tech Invest III 3,55

Busuu.com Internet PROfounders CapitalPrivate Shareholders 3,5

addFleet Technology Caixa Capital RiscTelefónica Ventures 3

Oncovisión Biotechnology FOND-ICOpymeCRB Bio II 3

Althia Biotechnology

Inveready Seed CapitalHSS

Reiman InversionesCECU Inversiones

3

Eyeview Digital Technology Nauta Tech Invest III 2,5

Zyncro Technology Active Venture Partners 1,6

PlaySpace Internet Faraday Venture PartnersPeopleFund 1,5




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Highlighted venture capital players

Cabiedes & Partners

Cabiedes & Partners is a business angels’ firm, registered as venture capital fund, which also invests in technology companies, mainly Internet. The firm was one of the major players in this sector throughout 2012, with nine investments. Highlights include the acquisition of a stake in Kantox, a firm of currency exchanges between companies, through a capital increase valued at EUR 1m. This transac-tion was subscribed by Cabiedes & Partners, Mola Factory, Lánzamen Capital and Forexstreet. Furthermore, the firm founded by Luís Martín Cabiedes was involved in a capital increase made by UK-based company Blablacar.com, for EUR 7,7m. Moreover, Cabiedes & Partners, ISAI, Accel Partners invested in this online platform that connects drivers with people travelling the same way.

Caixa Capital Risc

Caixa Capital Risc is a venture capital fund held by CaixaBank (Criteria CaixaCorp), which invests in the early stage of pioneering projects. The fund also develops measures to promote entrepreneurial spirit. It hold funds Caixa Capital Semilla, CaixaCapital Pyme Innovación, Caixa Capital Bio Med, Caixa Capital TIC and Caixa Innvierte Industria.

In 2012, Caixa Capital Risc was one of the most active firms, with closed 12 deals. Highlights include a capital increase made by vlex, an online platform that offers legal contents to professional markets, subscribed by Enisa, Caixa Capital TIC and the company’s current partners. With this deal, vlex aims to strengthen its position in Latin America. Furthermore, Caixa Capital Risc with the support of Caixa Capital Biomed, a fund that specializes in life science, jointly with Invercaria (through Jeremie) entered nLife’s share capital. The deal value was EUR 5m, each fund invested EUR 2,5m. nLife develops new treatments for central nervous system disorders that act on specific areas of the brain. In addition, Gigas, a cloud hosting company that targets SMEs, closed a EUR 3m capital increase, subscribed by Caixa Capital Risc. This financial round was also subscribed by the company’s first investors: the management team, Cabiedes & Partners and Bonsai Venture Capital.

Fitalent

Fitalent is a venture capital fund founded at the beginning of 2011, focused on investments in Spanish technology and early stage companies, and co-investments with other funds or investors. Fitalent manages a fund of EUR 5 million. Its direct investments range between EUR 150.000 and EUR 750.000. The investment period is 2 years and the time horizon of disinvestment is between 3 and 6 years. Everis, a multinational of information technology and outsourcing company, is Fitalent’s reference investor and partner.

In 2012, Fitalent made four investments. The fund acquired a 35% stake in Spectrapply, a research and development company of analytical solutions based on infrared bioespectroscopia to predict strokes and embryo viability prior to insemination, as well as chemical composition and life-spam of raw materials. The deal value was EUR 0,15m. Fitalent also invested EUR 400.000 in nub3d, a retail company of 3D scanning technology using structured white light. The firm acquired a minority stake in the company’s share capital.

Inveready Capital

Inveready Capital holds three funds: Inveready First Capital focused on investments in early stage projects; InvereadySeed Capital, which aims to be the first professional investment partner for new technology-based companies with high growth potential; and Inveready Biotech II, focused on investing in biotechnology companies with EUR 15,5m under management.

In 2012, the firm completed nine deals through its different funds. Highlights include an investment in BrainSINS, a developer of systems that can be inte-grated on online stores to increase sales and ratio conversions, through a capital increase of EUR 400.000. It was subscribed by The Crowd Angel (EUR 200.000), Inveready Seed Capital and six private shareholders (200.000), including the directors of Intelectium and Keiretsu Forum. With this deal, BrainSINS will intensify its growth and consolidate its position in the national and international market in the following years. Furthermore, Inveready First Capital subscribed a capital increase conducted by Catchoom, a technology company, and acquired a minority stake in the company’s share capital. The financial round was valued at EUR 600.000, including equity and concessional loans from public sources.



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Nauta Capital

Nauta Capital is a Spanish venture capital firm created in 2004, which invests in early stage technology companies. The firm holds three funds Nauta Techinvest I, Nauta TechInvest II, and Nauta TechInvest III. The latter was launched in 2009 with EUR 100m capital, and all three manage funds valued at EUR 165m. In 2012, Nauta Capital made eight investments and one divestment. The firm divested in Groupalia, a web portal that offers online group purchases, which was acquired by Brazilian company Peixe Urbano. Groupalia was held by Nauta Capital, Caixa Capital, Index Ventures, Insight Venture Partners and General Atlantic.

Among the fund’s investments, highlights include the acquisition of a stake in Social Point, a Spain-based developer of video games. The company closed a EUR 11m financial round subscribed by Spanish bank BBVA and venture capital funds Indinvest, Greylock Partners and Nauta Capital. Furthermore, Mysportsgroup, a Germany-based company focused on e-commerce of sports clothing and gear, carried out a capital increase of EUR 13m, subscribed by Nauta Capital (EUR 3,5m), through Nauta Tech Invest III, French fund Cipio Partners (EUR 2m) and debt fund Boost (EUR 5,5m). Additionally, its partners, German funds Grazia Equity and Xange Private Equity invested the remaining EUR 2m.

Telefónica Ventures

Telefónica Ventures, a subsidiary of Telefónica Digital, focuses on investments in early, mid and late stage financial rounds, particularly in Europe, United States and Israel. The fund has offices in London, Silicon Valley and Madrid. In 2012, Telefónica Ventures made four deals, three in the United States, and one in Spain. Highlights include the acquisition of a minority stake in a developer of cloud computing solutions, jointly with fund Weather Investment II. This investment was carried out through a capital increase of USD 85m (approx. EUR 65,6m), subscribed by both funds. In Spain, AddFleet made a capital increase of EUR 3m subscribed by Telefónica Ventures and Caixa Capital Risc. AddFleet is a developer of a mobility platform using geolocation, with a pilot test for taxis in 200 vehicles. The company is present in several European and Latin American countries. With this deal, AddFleet will finance its international expansion.

Legal Advisers

2012 registered a decrease in number of deals with high deal value requiring legal advice, and most companies rely on internal lawyers for their legal work. Nonetheless, Spanish law firms were involved in several significant deals in all three market segments. Together with some international law firms, Spanish legal advisers had an important role in the cross-border deals, this year.


Legal advisers involved in the largest deals > EUR 500m

ADVISERS HIGHLIGHTED DEAL PARTIES ADVISED (ROLE) AMOUNT (EUR m)

Campos FerreiraTagus Holdings acquired a 35,23%

stake in Brisa held by Abertis and private shareholders

Arcus Infrastructure Partners (Buyer’s Investement Fund) 1.404,54

Cuatrecasas, Gonçalves Pereira Banco Popular acquired Banco Pastor Banco Popular (Buyer) 1.362

Freshfields

Telefónica, through Telefónica International, sold a 4,56% stake in China Unicom to China United

Network Communications

China United Network Communications (Buyer) 1.128,9

Garrigues

FROB enters directly in BFA’s share capital (with 100%) and indirectley through its

subsidiary Bankia (with 45%)

FROB (Buyer) 4.456

LinklatersTagus Holdings acquired a 35,23%

stake in Brisa held by Abertis and private shareholders


Pérez-Llorca Banco Popular acquired Banco Pastor Banco Pastor (Target) 1.362

Sá Carneiro Advogados

Tagus Holdings acquired a 35,23% stake in Brisa held by Abertis

and private shareholders


Most deals in the high-end market this year, involved external legal advice. Both Spanish and international law firms were requested, since many trans-actions were cross-border. Portuguese group José de Mello and UK-based Arcus Infrastructure Partners, through Tagus and AEIF Apollo, acquired the remaining shares they did not control in Portuguese company Brisa, held by Abertis. The deal could be valued at EUR 700m. Linklaters and Campos Ferreira




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legally mediated the buyer. On the other hand, in the acquisition made by Banco Popular of Banco Pastor, law firm Cuatrecasas, Gonçalves Pereira legally mediated the buyer, while Pérez-Llorca advised the target.

In addition, law firm Garrigues legally mediated FROB’s acquisition of a 45% stake in Bankia.

Legal advisers involved in the largest private equity deals > EUR 500m

ADVISERS HIGHLIGHTED DEAL PARTIES ADVISED (ROLE) AMOUNT(EUR m)

Brigard & Urrutia Telefónica sold Atento to Bain Capital Bain Capital (Buyer) 1.051

Carey & Allende Telefónica sold Atento to Bain Capital Bain Capital (Buyer) 1.051

Clifford Chance

Santander Private Equity and Finpro sold a 8,68% stake in Kemble

Water, subsidiary of Thames Water, to China Investment Corporation

Santander Private Equity (Seller) 600

González Calvillo Abogados Telefónica sold Atento to Bain Capital Bain Capital (Buyer) 1.051

Ramón y Cajal Telefónica sold Atento to Bain Capital Telefónica (Seller) 1.051

Souza, Cescon, Barrieu, & Flesch

AdvogadosTelefónica sold Atento to Bain Capital Bain Capital (Buyer) 1.051

Uría Menéndez Telefónica sold Atento to Bain Capital Bain Capital (Buyer) 1.051

Private equity firms were involved in a number of deals requiring the pres-ence of national and foreign law firms. Bain Capital, a US-based fund, acquired Atento, a management company of call centers, held by Telefónica, for EUR 1.051m. The buyer’s legal advisers were Spanish law firm Uría Menéndez, Brazilian law firm Souza, Cescon, Barrieu & Flesch Advogados, Mexican law firm González Calvillo Abogados, Chilean firm Carey & Allende and Peruvian Brigard & Urrutia. For Telefónica, the legal advisers were Ramón y Cajal and KPMG Abogados.

Furthermore, Santander Private Equity and Finpro sold a 8,68% stake in Kemble Water, a subsidiary of Thames Water, to China Investment Corporation. The legal advisers for Santander Private Equity were Clifford Chance.


Mid-market (2012)Legal advisers involved in the largest deals > EUR 100m


Bird & Bird Enagás acquired a 40% stake in GNL Quintero held by British Gas Group Enagás (Buyer) 272

SJ Berwin

Enagás, through its subusidiary Enagás Transporte, acquired a 90% stake in Naturgas Energía Transporte

(former Gas Euskadi) held by EDP

EDP (Seller) 245


CSN, through its Spanish subusidiary CSN Steel, acquired Gallardo Sections

y Stahlwerk Thüringen, held by Spanish Grupo Alfonso Gallardo

Grupo Alfonso Gallardo (Seller) 482,5

GarriguesCatalana Occidente acquired Groupama Seguros (España)

held by GroupamaGroupama (Seller) 404,5

Lefosse Advogados

PSP Investments acquired a 30% stake in Isolux Infrastructure,

Brazilian subsidiary of Spanish group Isolux Corsán

PSP Investments (Buyer) 500

Linklaters



PSP Investments (Buyer) 500

Uría Menéndez



Isolux Infrastructure (Target) 500

Most of the mid-market (> EUR 100m) transactional activity involved exter-nal legal advisers, mainly domestic law firms. PSP Investments acquired a 30% stake in Isolux Infrastructure, a subsidiary of Spanish group Isolux Corsán, for EUR 500m. Uría Menéndez was the target’s legal adviser, while Lefosse Advogados and Linklaters served as the buyer’s advisers.

Furthermore, Bird & Bird was Enagás’ legal adviser in its EUR 272m acquisi-tion of a 40% stake in GNL Quintero held by British Gas Group. In addition, Enagás, through its subsidiary Enagás Transporte, acquired a 90% stake in Naturgas Energía Transporte (former Gas Euskadi), and law firm SJ Berwin was its legal adviser.




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Legal advisers involved in the largest private equity deals > EUR 100m


Allen & Overy Doughty Hanson acquired USP Hospitales held by its creditors Doughty Hanson (Buyer) 355

Ashurst Doughty Hanson acquired USP Hospitales held by its creditors Creditors (Seller) 355

Baker & McKenzieAir Liquide acquired Gasmedi held by Mercapital (75%) and

by the Fierro family (25%)Air Liquide (Buyer) 330


Air Liquide acquired Gasmedi held by Mercapital (75%) and

by the Fierro family (25%)Air Liquide (Buyer) 330

FreshfieldsAir Liquide acquired Gasmedi held by Mercapital (75%) and

by the Fierro family (25%)

Mercapital and the Fierro family (Seller) 330

GarriguesTrilantic Capital Partners and Investindustrial acquired a 48,1% stake in Euskaltel

Trilantic Capital Partners e Investindustrial (Buyer) 198

Uría MenéndezTrilantic Capital Partners and Investindustrial acquired a 48,1% stake in Euskaltel

Euskaltel (Target) 198

Private equity deals in this segment also involved legal advice especially from Spanish law firms. In the acquisition made by funds Trilantic Capital Partners and Investindustrial of a 48,1% stake in mobile operator Euskaltel, Garrigues was the buyer’s legal adviser, while Uría Menéndez mediated for the target. The deal value was EUR 198m. Furthermore, Baker & McKenzie and Cuatrecasas, Gonçalves Pereira were the legal advisers for Gasmedi in its acquisition of Air Liquide, held by fund Mercapital (75%) and the Fierro family (25%). Freshfields was the seller’s legal adviser.


ADVISERS HIGHLIGHTED DEAL PARTIES ADVISED (ROLE)

AMOUNT (EUR m)

Baker & McKenzie

Damm, Cobega and Victory Turnaround acquired Cacaolat

Damm y Cobega (Buyer) 75

Broseta Abogados

Ponte Gadea, Iberostar and a third partner unidentified acquired HCV - Hoteles y

Clubs de Vacaciones held by Thomas Cook (51%) and Paradise Castle (49%)

Ponte Gadea (Buyer) 94

Cuatrecasas, Gonçalves

Pereira

Grupo Catalana Occidente acquired a 6,48% stake in Atradius held by Inocsa

Grupo Catalana Occidente (Buyer) 99,88

Garrigós, Ruiz, Beneyto

y Durá

Aqualandia acquired a 70,76% stake in Terra Mítica Park held by Sociedad de Proyectos

Temáticos de la Comunidad Valenciana (SPTSV) (22,31%), CAM (24%), Bankia (24%), and Banco de Valencia (0,45%)

Aqualandia (Buyer) 91,85

Garrigues

Aqualandia acquired a 70,76% stake in Terra Mítica Park held by Sociedad de Proyectos

Temáticos de la Comunidad Valenciana (SPTSV) (22,31%), CAM (24%), Bankia (24%), and Banco de Valencia (0,45%)

Sociedad de Proyectos Temáticos

de la Comunidad Valenciana (SPTSV),

CAM, Bankia, and Banco de

Valencia (Sellers)

91,85

Latham & Watkins

Damm, Cobega and Victory Turnaround acquired Cacaolat

Damm y Cobega (Buyer) 75

Ramón y Cajal

Ponte Gadea, Iberostar and a third partner unidentified acquired HCV - Hoteles y

Clubs de Vacaciones held by Thomas Cook (51%) and Paradise Castle (49%)

Iberostar (Buyer) 94


Legal advisers involved in the largest deals < EUR 100m

In the smaller market segment, deal value below EUR 100, highlights include the participation of some of the largest Spanish law firms. Cuatrecasas, Gonçalves Pereira was Grupo Catalana Occidente’s legal adviser in its EUR 99,68m acquisition of a 6,48% stake in Atradius held by Inocsa. Furthermore, Spanish offices of International law firms Latham & Watkins and Baker & McKenzie mediated as legal advisers for Damm and Cobega, which jointly with Victory Turnaround acquired Cacaolat. The deal value was EUR 75m.




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AMOUNT (EUR m)

Alemany, Escalona & Escalante

Mercapital, jointly with a private investor group, sold Bodegas LAN to Sogrape Vinhos

Sogrape Vinhos (Buyer) 50

Clifford Chance Mercapital, jointly with a private investor group, sold Bodegas LAN to Sogrape Vinhos

Mercapital and private shareholders

(Sellers)50


Mercapital acquired a 70% stake in group Rubaiyat Mercapital (Buyer) 46

DLA Piper Sun European Partners acquired ELIX Polymers held by Styrolution

Sun European Partners (Buyer) 30

Garrigues Magnum Capital acquired Geriatros held by Novagalicia Banco

Magnum Capital (Buyer) 50

Pérez-LlorcaWestcon Group acquired Afina, through the acquisition of mother-company GLS Software, held by several entrepreneurs

Private shareholders (Seller) 50

Uría MenéndezWestcon Group acquired Afina, through the acquisition of mother-company GLS Software, held by several entrepreneurs

Westcon Group (Buyer) 50

Legal advisers involved in the largest private equity deals < EUR 100m

The smaller M&A market, deal value below EUR 100m, registered several private equity deals involving Spanish law firms. Uría Menéndez mediated as legal adviser for Westcon Group in its acquisition of Afina, by acquiring its mother-company GLS Software, held by several private shareholders, advised by Pérez-Llorca. The deal value was EUR 50m. Furthermore, Mercapital received legal advice from Clifford Chance in its sale of Bodegas LAN to Portuguese company Sogrape Vinhos. Alemany, Escalona & Escalante were the buyer’s legal advisers.

Highlighted Legal Advisers

Bird & Bird

This law firm was particularly active in 2012, with several deals in the industry and energy sectors. Bird & Bird was Enagás legal adviser in its EUR 245m acquisition, through Enagás Transporte, of a 90% stake in Naturgas Energía Transporte (former Gas Euskadi), held by Portuguese multinational


EDP. The law firm also legally mediated Enagás in its acquisition of a 40% stake in Chile-based company GNL Quintero, held by British Gas Group. The deal value was EUR 272m. Conergy España, a subsidiary of German group Conergy (a developer of renewable energy projects), sold Planta Fotovoltaica La Rinconada to an investment group headed by Israeli company Ellomay Capital. In this sale Bird & Bird was the buyer’s legal adviser. The deal value was EUR 7m.

Clifford Chance

Clifford Chance, an international law firm, was particularly active in the Spanish transactional market during 2012, with a number of relevant deals in the mid- and high-end market. Clifford Chance’s Spanish team together with British team legally advised Santander Private Equity, which jointly with Portuguese company Finpro sold a 8,68% stake in Kemble Water, a subsidiary of Thames Water, to group China Investment Corporation. The deal value was EUR 600m. In the mid-market Clifford Chance was the legal adviser for IAG - International Airlines Group, a merger between Spanish airline Iberia and British Airways in its acquisition of British Midland International (BMI), a British subsidiary of German airline Lufthansa. The deal value was EUR 207m. The firm legally mediated for ACS in its sale of a 93% stake in in thermosolar plant Extresol II (50MW), located in Badajoz, to German group Grupo KGAL, through its fund ESPF-2, and to US-based company GE Energy Financial Services. The deal value was EUR 111,1m.


Cuatrecasas, Gonçalves Pereira had an active M&A practice in 2012, with some of the most relevant deals in the mid- and high-end market. The law firm was the legal adviser for Banco Popular in its takeover offer to acquire Banco Pastor, and merging both companies. The deal value was EUR 1.362m. Cuatrecasas, Gonçalves Pereira was Agrolimen’s legal adviser in its EUR 814m sale of a 50% stake in Arbora & Ausonia, a company that owns Dodot, Evax and Ausonia, to US-based multinational Procter & Gamble. In the mid-market the law firm marked its presence in the EUR 404,5m acquisition by Grupo Catalana Occidente of Groupama Seguros (España), held by French company Groupama.



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DLA Piper

DLA Piper was involved in several relevant deals in the Spanish mid- and smaller market during 2012. The firm was the legal adviser for Indian company Crompton Greaves in its acquisition, through CG International, of Spanish company ZIV Aplicaciones y Tecnología, held by its manage-ment team (62,75%) and Dinamia Capital Privado, a company managed by N+1 Capital Privado (37,25%). The deal value was EUR 150m. DLA Piper legally mediated for Stericycle Europe, a waste management company, in its transac-tions during 2012. It acquired Spanish companies Biohigiene, Equisat CLM, Anglo Balear de Servicios de Higiene, Fidotec and SIS - Sistemas Integrales Sanitarios. In the food sector DLA Piper was the legal adviser for Panrico in its EUR 70m sale of Artiach to Spanish company Nutrexpa.

Freshfields

Freshfields was particularly active, in 2012, with several relevant deals in the Spanish transactional market. The law firm was Abertis’ legal adviser in a transaction through which OHL acquired an additional stake in Abertis’ share capital. In fact, construction company ACS sold a 10,64% stake in Abertis to OHL and to Abertis itself. The deal value was EUR 875,3m, which meant a profit of EUR 191,5m for ACS. Abertis acquired OHL’s concessions in Brazil, as part of the deal initiated in 2012 through which OHL agreed to acquire a 15% stake in Abertis, held by ACS. The deal value was EUR 515m. Freshfields was the buyer’s legal adviser. The law firm also legally mediated for Mercapital in its EUR 330m sale of Gasmedi, a company that provides home respiratory therapy services, to Air Liquide, a France-based multinational.

Garrigues

Garrigues was one of the most active legal advisers in the Spanish trans-actional market, taking part in some of the most relevant deals this year. Garrigues was the legal adviser for Procter & Gamble, a US-based multina-tional, in its EUR 814m acquisition of a 50% stake in Arbora & Ausonia, the owner of Dodot, Evax and Ausonia. As a result, Agrolimen, a group owned by the Carulla family, exits the company’s share capital, which remains in the hands of Procter & Gamble. Grupo Catalana Occidente acquired Groupama Seguros (España) held by French group Groupama. The deal value was EUR 404,5m, and the firm was the seller’s legal adviser. In the mid-market, Garrigues legally mediated for Advent International España in its EUR 230m acquisition of a 49,9% stake in Maxam, held previously by

Portobello Capital and Vista Capital. Highlights also include its activity in the smaller market. Aqualandia acquired a 70,76% stake in Terra Mítica Park, an amusement park in Benidorm, held by the Generalitat Valenciana, through Sociedad de Proyectos Temáticos de la Comunidad Valenciana (SPTSV) with 22,31%, CAM with 24%, and Banco de Valencia with 0,45%. The firm was the sellers’ legal advisers.

Gómez-Acebo & Pombo

Gómez-Acebo & Pombo was also among the most active legal advisers in the Spanish smaller market, following the trend set in previous years. Highlights include the acquisition by Accenture (España), a consultancy and outsourcing company, of Neo Metrics, a consulting firm that provides data analysis technolo-gies and methodology of analytic solutions, in which the firm was the seller’s legal adviser. The deal value was approximately EUR 12,6m. In the private equity sector, highlights include its mediation for Nauta Capital in an investment made, through Nauta Tech Invest III, in Tap Tap Networks, a Madrid-based developer of mobile ads. The deal value was EUR 3,5m. Furthermore, Gómez-Acebo & Pombo was the legal adviser for Busuu.com in its financing round of EUR 3,5m, sub-scribed by British venture capital firm PROfounders Capital and several private shareholders, whose identity was not disclosed.

Latham & Watkins

Latham & Watkins had a significant year in the Spanish transactional market. the firm was the legal adviser for Cobega in its EUR 201m acquisition of a 60% stake in Bebidas Gaseosas del Noroeste (Begano), a Galicia-based concessionary of North American multinational, held by the Daurella family. In the food sector, it legally mediated for Damm and Cobega, which jointly with Victory Turnaround acquired Cacaolat, currently facing bankruptcy. The deal value was EUR 75m. Latham & Watkins also mediated for Azbil in its acquisition of a 80% stake in Telstar held by its founders who retain 20%, and by Avança that held 5%. The deal value was not disclosed.

Linklaters

Linklaters’ highlights include several relevant deals in the high-end and mid-market during 2012. The firm was the legal adviser for OHL in its acquisition of an additional stake in Abertis’ share capital. In fact, construction company ACS sold a 10,04% stake in Abertis to OHL and to Abertis itself. The deal value



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was EUR 875,3m, which meant a profit of EUR 191,5m. Furthermore, Linklaters legally mediated for PSP Investments in its EUR 500m acquisition of a 30% stake in Isolux Corsán. In the mid-market, Advent International España acquired a 49,9% stake in Maxam, held by Portobello Capital and Vista Capital, for EUR 230m. The firm was the target’s legal adviser.

Pérez-Llorca

Pérez-Llorca was involved in one the largest deals this year in the Spanish transactional market. The takeover offer launched by Banco Popular to acquire Banco Pastor, merging both entities, where Pérez-Llorca was the target’s legal adviser. The deal value was some EUR 1.362m. Furthermore, the firm was the legal adviser for Swissport, a Switzerland-based company controlled by private equity firm PAI Partners, in its EUR 135m acquisition of Flightcare, an airport ground handling company, previously held by Spanish group FCC.

Ramón Hermosilla & Gutiérrez de la Roza

Ramón Hermosilla & Gutiérrez de la Roza was one of the most active legal advisers in the Spanish middle market. The Spanish law firm was Arteche adviser in the acquisition of a 100% of Sistemas Avanzados de Control (SAC), in a transaction valued in EUR 35m. Also, was the legal advisor of Mexican Inmobiliaria Carso, owned by Carlos Slim, in its entry into the capital of the Spanish football team Real Oviedo, in which it has invested EUR 2m to clinch 34,22%. The operation is part of the capital increase that the entity has materialized for EUR 4m, also ushering Real Madrid and many individuals. Also, the firm has been the AJA investment advisor in the acquisition of 100% of the capital of Hiperdino, sell by Dinosol group, which was in the hands of its 24 creditor banks.

Uría Menéndez

Uría Menéndez was one of the most prominent legal advisers in the Spanish M&A high-end and mid-market. Highlights include the legal advice given to Bain Capital in its EUR 1.051m acquisition of Atento, a call center company held by Telefónica. Uría Menéndez was the legal adviser of Banco Santander in its sale of Banco Santander Colombia to Chilean bank Corpbanca. The deal value was EUR 1.229m (approx. EUR 910m). In the financial sector, the firm was the legal adviser in the merger between Caixabank (Criteria CaixaCorp) and Banca Cívica, a bank resulting from the merger between Caja Navarra, Cajasol, Caja Burgos and Caja Canarias. The deal value was EUR 977m.

Consultancy / Financial Advisers

In 2012, the number of M&A and private equity deals, as well as its deal vol-ume dropped, following a downward trend in Spain. Nevertheless, companies continued to use financial mediators to conduct transactions, although in a lesser number than in previous years. The tendency to use internal advisers continues to increase to reduce costs. In the high-end market, highlights include international investment banks such as Goldman Sachs, Morgan Stanley and HSBC Bank. Highlights, in the smaller market, include the presence of Big Four (Deloitte, Ernst & Young, KPMG and PwC).


Financial advisers present in the largest deals > EUR 500m

ADVISERS* HIGHLIGHTED DEAL PARTIES ADVISED (ROLE)

AMOUNT (EUR m)

AZ Capital Merger of Caixabank (Criteria CaixaCorp) and Banca Cívica

Caixabank (Criteria CaixaCorp) 977

Citibank España

Construction company ACS sold a 10,04% stake in Abertis to OHL and Abertis

Abertis y OHL (Buyer) 875,3

Deloitte España

Construction company ACS sold a 10,04% stake in Abertis to OHL and Abertis Abertis (Buyer) 875,3

Goldman Sachs Banco Popular acquired Banco Pastor Banco Pastor

(Target) 1.362

Mediobanca Construction company ACS sold a 10,04% stake in Abertis to OHL and Abertis ACS (Seller) 875,3

Morgan Stanley Banco Popular acquired Banco Pastor Banco Popular

(Buyer) 1.362

The major international investment banks were involved as financial advisers in the largest M&A high-end market deals. Goldman Sachs was the target’s mediator in a takeover offer launched by Banco Popular to acquire Banco Pastor, for EUR 1.362m. Morgan Stanley was the buyer’s financial adviser.

Moreover, Citibank España and Deloitte España were Abertis’ advisers in the acquisition of a 10,04% stake in Abertis by OHL and Abertis, held by ACS. Mediobanca was seller’s financial adviser.

*Includes financial advice and due diligence Source: www.TTRecord.com



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Financial advisers involved in the largest venture capital deals > EUR 500m


AMOUNT (EUR m)

Goldman Sachs Telefónica sold Atento to Bain Capital Bain Capital (Buyer) 1.051

HSBC Bank Telefónica sold Atento to Bain Capital Telefónica (Seller) 1.051

Morgan Stanley Telefónica sold Atento to Bain Capital Telefónica (Seller) 1.051

Santander Global Banking & Markets Telefónica sold Atento to Bain Capital Bain Capital (Buyer) 1.051

Private equity firms also received financial advice from several major Banks in their deals, similar to most of the Spanish M&A transactional activity. But, only two deals were registered in the high-end market this year. Highlights include the sale of Atento by Telefónica, to US-based fund Bain Capital. HSBC Bank and Morgan Stanley were the seller’s financial advisers, while Goldman Sachs and Santander Global Banking & Markets mediated for Bain Capital.

Mid-market (2012)

Financial advisers involved in the largest deals > EUR 100m


AMOUNT (EUR m)


CSN Steel acquired Gallardo Sections and Stahlwerk Thüringen held by

Grupo Alfonso Gallardo


BNP Paribas Catalana Occidente acquired Groupama Seguros (España) held by Groupama

Grupo Catalana Occidente (Buyer) 404,5

Goldman Sachs Repsol sold Repsol Butano Chile to a Chilean investor Group headed by Larraín Vial Repsol (Seller) 438,42

MediobancaCSN Steel acquired Gallardo Sections

and Stahlwerk Thüringen held by Grupo Alfonso Gallardo


Morgan Stanley Catalana Occidente acquired Groupama Seguros (España) held by Groupama Groupama (Seller) 404,5

Santander Global Banking & Markets

CSN Steel acquired Gallardo Sections and Stahlwerk Thüringen held by

Grupo Alfonso GallardoCSN Steel (Buyer) 482,5



The mid-market also registered relevant deals that involved financial advice from some of the largest investment banks. In CSN Steel’s acquisition of Gallardo Sections and Stahlwerk Thüringen, held by Grupo Alfonso Gallardo, BBVA Corporate Finance was the seller’s financial adviser. Santander Global Banking & Markets was the buyer’s mediator. And, Mediobanca was the financial adviser for Grupo Alfonso Gallardo.

In addition, the international banks were also relevant in mid-market. US-based company Goldman Sachs was Repsol’s financial adviser in its EUR 438,32m sale of Repsol Butano Chile to a group of investors headed by Larraín Vial.

Financial advisers involved in the largest private equity deals > EUR 100m


AMOUNT (EUR m)

Ashurst Doughty Hanson acquired USP Hospitales held by its creditors

Doughty Hanson (Buyer’s Due

Diligence)355


Doughty Hanson acquired USP Hospitales held by its creditors

Doughty Hanson (Buyer) 355

BNP Paribas Air Liquide acquired Gasmedi held by fund Mercapital (75%) and the Fierro family (25%) Air Liquide (Buyer) 330

Deloitte Doughty Hanson acquired USP Hospitales held by its creditors

USP Hospitales (Target’s Due

Diligence)355

Goldman Sachs Air Liquide acquired Gasmedi held by fund Mercapital (75%) and the Fierro family (25%) Mercapital (Seller) 330

Rothschild Doughty Hanson acquired USP Hospitales held by its creditors

Doughty Hanson (Seller) 355

The Spanish investment banks were also relevant in the private equity sector, along with some of the Big Four, participating in the largest deals in this segment. In the Doughty Hanson’s acquisition of USP Hospitales held by its creditors, BBVA Corporate Finance and Rothschild were the buyer’s financial advisers. Ashurst and Deloitte carried out the due diligence process.

On the other hand, the international consulting firms were involved in several cross-border private equity deals. In the EUR 330m acquisition by Air Liquide of Gasmedi held by Mercapital (75%) and the Fierro family (25%), Goldman Sachs was the seller’s financial adviser, while BNP Paribas was the buyer’s adviser.




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Financial advisers involved in the largest deals < EUR 100m


AMOUNT (EUR m)

Deloitte Nutrexpa acquired Artiach held by Panrico Artiach (Target’s Due Diligence) 70

Ernst & Young Nutrexpa acquired Artiach held by Panrico Panrico (Seller’s Due Diligence) 70

KPMGSanitas acquired a 60% stake in Hospital de Torrejón de Ardoz in

Madrid held by Ribera SaludRibera Salud (Seller) 77,6

Morgan Stanley Bravofly acquired Rumbo held by Telefónica and Orizonia

Orizonia y Telefónica (Seller) 74

Rabobank Nutrexpa acquired Artiach held by Panrico Panrico (Seller) 70

Rothschild Nutrexpa acquired Artiach held by Panrico Panrico (Seller) 70

2012 registered significant activity by the Big Four consulting firms mainly in due diligence processes in the smaller market, following a trend set in previous years. Nutrexpa acquired Artiach, held by Panrico for some EUR 70m. In this transaction, Ernst & Young and Deloitte conducted the due diligence, while Rabobank and Rothschild were the seller’s financial advisers.

Furthermore, Morgan Stanley was Orizonia and Telefónica’s advisers in their EUR 74m sale of Rumbo, a tour operator, to Bravofly.



AMOUNT (EUR m)

Accelero Capital Telefónica Ventures and Weather Investment II acquired a minority stake in Joyent

Weather Investment II (Buyer) 65,6


Mercapital, jointly with a private investor group, sold Bodegas LAN to Sogrape Vinhos

Sogrape Vinhos (Buyer) 50

KPMG Centerbridge Partners acquired Aktua held by Banesto

Centerbridge Partners (Buyer) 100

Mediobanca Mercapital acquired a 25% stake in Clece held by ACS ACS (Seller) 80


Mercapital, jointly with a private investor group, sold Bodegas LAN to Sogrape Vinhos Mercapital (Seller) 50

UBS Mercapital acquired a 25% stake in Clece held by ACS Mercapital (Buyer) 80

Financial advisers involved in the largest private equity deals < EUR 100m

In the private equity sector, the Spanish investment banks were also relevant as financial advisers in the smaller market. In the sale by Spanish fund Mercapital (jointly with private shareholders) of Bodegas LAN to Portuguese company Sogrape Vinhos, Santander Global Banking & Markets was the seller’s financial adviser. And, BBVA Corporate Finance was the buyer’s advisers. Furthermore, the Big Four also had a significant role in the smaller market. KPMG was the financial adviser of Centerbridge Partners in its EUR 100m acquisition of Aktua held by Banesto.

Highlighted Consultancy Firms / Financial Advisers

Aon España

Aon España, a subsidiary of US-based company Aon Corporation, had a significant role in the Spanish transactional market this year, mainly in insurance due diligence processes in some of the most relevant deals. The firm was 3i España’s financial adviser in its EUR 280m sale of Esmalglass, a manufacturer of enamels and ceramic colors, to Arab investment group Investcorp. Aon España conducted an insurance due diligence in Advent International España’s acquisition of a 49,9% stake in Maxam, held by Portobello Capital and Vista Capital since 2006.




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Auren

In 2012, Auren had a relevant role in the Spanish transactional market. It financially mediated the sale of Compañia General de Esencias by its private shareholders to US-based company Cosmo Fragrances. Auren was also the financial adviser for venture capital firm Espiga Capital in its sale of a stake in Tecresa to German company Steuler, for an undisclosed amount. Market sources estimate a 2x return on investment in the company in 2004.


BBVA Corporate Finance’s financial advisory arm had a relevant role in the Spanish transactional market during 2012, with some of the year’s largest deals in the mid- and smaller market. BBVA Corporate Finance was Grupo Gallardo’s adviser in its EUR 482,5m sale of German companies Gallardo Sections and Stahlwerk Thüringen to Spanish company CSN Steel, a subsidiary of group CSN. The bank was involved in some cross-border deals between Spanish and Latin American companies. FIEX, an investment vehicle held by Cofides, acquired a 35,2% stake in Regio Mármol, a Mexico-based marble field exploita-tion company, held by Reverté, a Spanish marble manufacturer. The deal value was EUR 9m. BBVA Corporate Finance was the seller’s adviser. The bank also mediated for Spanish fund Valanza in its sale of a 10% stake in Mexican com-pany Controladora Milano to Kaltex Comercial, a Mexico-based retailer and distributor of clothing.

Deloitte

Deloitte was one of the most active financial consultants in 2012. The firm conducted several due diligences in some of the largest deals this year. Deloitte conducted financial and legal due diligence in Telefónica’s sale of Atento to a group of companies held by US-based venture capital fund Bain Capital. The deal value was EUR 1.051m. Deloitte was involved in Air Liquide’s EUR 330m acquisition of Gasmedi, a home respiratory therapies company, held by Spanish venture capital fund Mercapital (75%) and the Fierro family (25%). The firm carried out the financial due diligence for the seller.

Deloitte took part in some relevant transactions involving Spanish and Latin American companies. The firm was Informa D&B’s financial adviser in its EUR 5m sale of Informa Perú to Equifax Perú, a Peru-based services company of economic and business information. Deloitte participated as financial adviser for Cofides, a Spain-based financing company controlled by the Ministry of

Economy, in its acquisition of a 12% stake in Autopista Urbana Norte, held by OHL México, a subsidiary of Spanish construction company OHL. The deal value was EUR 25m.

Ernst & Young

Ernst & Young had a relevant role, in 2012, conducting due diligences in the mid- and smaller market, similar to previous year. In the mid-market, Ernst & Young carried out the financial and legal due diligence in Grupo Alfonso Gallardo’s sale of German companies Gallardo Sections and Stahlwerk Thüringen to Spanish company CSN Steel. The deal value was EUR 482,5m. The firm conducted the financial and legal due diligence in Arab group Investcorp’s acquisition of Esmalglass, a manufacturer of enamels and ceramic colors, held by Spanish private equity fund 3i España and its management team, headed by the Baigorri family. Ernst & Young was involved in Crompton Greaves’ EUR 150m acquisition of ZIV Aplicaciones y Tecnología, held by its management team (62,75%) and Dinamia Capital Privado, a company managed by N+1 Capital Privado (37,25%).

Eurohold

Eurohold, a Spain-based consulting firm participated actively in the Spanish transactional market, in 2012, with several cross-border deals in the smaller market. The firm was the financial adviser for Spanish company FAIN Ascensores in its acquisition of French companies JTB, ASJ Services and Compagnie Eurropéenne d’ Assurances (CEA), three elevator manufacturers. The deal value was confidential. Eurohold also mediated for the sellers in the EUR 6,5m acquisition made by Regenersis, a UK-based telephone repair com-pany, of group HDM, with subsidiaries in Argentina, Mexico and Spain, held by private shareholders.

KPMG

KPMG also stood out in 2012, with its role in private equity deals in the mid- and smaller market. KPMG carried out the due diligence in the acquisition of a 48,1% stake in Spanish company Euskaltel, by private equity fund Trilantic Capital Partners and Italian fund Investindustrial. The deal value was EUR 198m. KPMG conducted the due diligence in Mercapital’s EUR 80m acquisition of a 25% stake in Clece, a company that provides cleaning services, maintenance and logistics, and social and airport services. Clece is held by ACS, which will retain a 75% stake in the company’s share capital.



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Highlights also include KPMG’s financial advice to Enagás in its EUR 272m acquisition of a 40% stake in Chilean company GNL Quintero, held by British Gas Group.

PwC

PwC was particularly active this year in the Spanish transactional market. It was present in some of the largest deals in the mid-market. Enagás, a Spain-based energy distributor, through its subsidiary Enagás Transporte, acquired a 90% stake in Naturgas Energía Transporte (former Gas Euskadi), held by Portuguese multinational EDP. The deal value was EUR 245m. In this transaction PwC conducted the financial and fiscal due diligence. The firm also carried out the due diligence in the Indian company Crompton Greaves’s acquisition, through CG International, of ZIV Aplicaciones y Tecnología, held by its management team (62,75%) and Dinamia Capital Privado, managed by N+1 Capital Privado (37,25%). In the smaller market, PwC conducted the due diligence in the Spanish food comapny Nutrexpa’s acquisition of Artiach held by Panrico, for approxi-mately EUR 70m.

Sabadell Corporate Finance

Sabadell Corporate Finance, a financial advisory arm of Banco Sabadell, participated actively in the Spanish transactional market during 2012, mainly in cross-border deals. The firm was the financial adviser for private equity firm Mercapital in its acquisition of a 80% stake in Grupo Betapack, composed by Spanish company Betapack and Brazilian company Mirvi Brasil, both manu-facturers of plastic plugs. Sabadell Corporate Finance mediated for Teldat, a Spain-based manufacturer of communications equipment, in its acquisition of German company Funkwerk Enterprise Communications, held by group Funkerk.

The firm was the financial adviser for Dinamia and N+1 Private Equity Fund II in their EUR 16m acquisition of a 55% stake in Secuoya, by means of a capital increase.


Santander Global Banking & Markets, a financial consultant of Banco Santander, had an active role during 2012; with its presence in several cross-border deals. The firm was the financial adviser for US-based fund Bain Capital in its acquisition of Atento, a Spain-based call center company, held by Telefónica. The deal value was EUR 1.051m and the largest private equity deal in 2012. Santander Global Banking & Markets was also involved in Mercapital’s sale of Bodegas LAN to Sogrape Vinhos, a Portugal-based company. The deal value is confidential, although sources estimate it is EUR 50m. Moreover, the firm was Grupo Alfonso Gallardo’s financial adviser in its EUR 482,5m sale of German companies Gallardo Sections and Stahlwerk Thüringen, to CSN Steel.

Banks


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173

175

181

Entities

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2012 was a critical year for the Portuguese financial market. Capital markets (both equity and debt) were severely affected and investments overall declined. The impositions on Portuguese banks, arising from the agreement between the Portuguese Government and the Troika (composed by IMF, European Central Bank, and European Commission), is to increase their solvency ratio and prof-itability index. These regulations had a negative impact on companies and individuals generally, since access to credit has been made extremely hard; as a result, it was a slower transactional year.

Highlighted players

Banco Efisa

Banco Efisa was particularly active in the Portuguese transactional market during 2012, with its privatization announcement valued at EUR 1.500m. The players in this privatization were Cabo Verde-based bank Banco Fiduciário Internacional - BFI, Portuguese group Orey Antunes, Portuguese company SINUM and Partrouge SGPS.

Banco Espírito Santo - BES

In 2012, Banco Espírito Santo - BES was once again one of the most active banks, maintaining previous years’ tendency. Highlights, in its track record, include the acquisition of a 50% stake in BES Vida, held by French group Crédit Agricole, for EUR 225m.

BPN - Banco Português de Negócios

BPN - Banco Português de Negócios was involved in a significant deal this year. BPN, jointly with Brisa, announced the sale of Controlauto, a vehicles inspection company.

CGD Caixa Geral de Depósitos

CGD Caixa Geral de Depósitos was the most dynamic bank in the Portuguese transactional market, in 2012. Highlights include CGD’s sale of 49,5% stake in BNI - Banco Nacional de Investimento to the Mozambique Government, for EUR 27,07m. Furthermore, and jointly with Eni, the bank sold a 13% stake in Galp Energia. The deal was valued at EUR 1.400m.

Banks


ENTITIES – PORTUGAL M&A HANDBOOK 2013 M&A HANDBOOK 2013 ENTITIES – PORTUGAL

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Espírito Santo Investment - BESi

In 2012 and similar to previous years, Espírito Santo Investment -BESi was one of the market’s most active M&A players. The largest deals in which Espírito Santo Investment - BESi was involved as a financial adviser were the privatization processes of ANA - Aeroportos de Portugal (representing Parpública) and TAP Air Portugal.

Grupo Banif Português

In 2012, Grupo Banif Português stood out for its sale of a 30% stake in Brazilian bank Banif CVC to CGD Caixa Geral de Depósitos. The deal value was some EUR 21,40m.

Millennium BCP

Millennium BCP was involved in a several relevant deals in 2012. High-lights include a sale made jointly with CGD Caixa Geral de Depósitos, Votorantim Cimentos and several private shareholders, of a 61,95% stake in Portuguese cement company Cimpor, to Intercement, a Brazil-based company held by group Camargo Corrêa.

Santoro Financial Holdings

Banco BPI was part of an extremely important deal. CaixaBank (Criteria CaixaCorp), a Spain-based bank, sold a 9,43% stake in BPI to Santoro Financial Holdings, for EUR 46,70m.

The Portuguese private equity sector as particularly active in 2012, despite to the adverse conditions of the financial markets, generating fairly high levels of both value and volume investments. Nevertheless, the activity was substantially inferior to previous year, justified by the difficult access to credit by venture capital firms.

Highlights include ECS Capital and Vallis Capital Partners as the most active funds. Furthermore, private equity firms chose to invest in the technology and construction sectors.

Highlighted deals in 2012


TARGET SUBSECTOR BUYER SELLERTOTAL

AMOUNT (EURm)



Santander Private EquityFinpro

600(Aprox.)

Aernnova Aerospace and Aeronautical Mubadala

CCMBanco Espírito Santo - BES

Isolux CorsánEBN Banco de Negocios

500(Aprox.)

Realtime Internet BRZ Tech Private Shareholders 81,06

Bodegas LAN Food Sogrape Vinhos Private ShareholdersMercapital 50



Cosmetics

Onevet Private Shareholders 29

Sumol + Compal Food Refrigor CGD Capital 28,32

Highlighted Private Equity Players

ECS Capital

ECS Capital, a private equity firm that manages restructuring fund Fundo Recuperação and expansion fund Fundo Albuquerque, was one of the most active players this year. However, its transactional activity was significantly inferior to 2011, with a track record of 5 deals in 2012. Highlights include



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FundoRecuperação’s acquisition of a majority stake in Viroc, a Portugal-based producer and retailer of cement boards for walls, held by cement company Secil. Furthermore, ECS Capital acquired a majority stake in Biovegetal, a producer of biofuel, held by SGC Energia.

Explorer Investments

Explorer Investments, a Portugal-based private equity fund that manages three funds with a capitalization of EUR 500m, was particularly active in 2012. This year’s highlighted deal was a divestment carried out by the fund, jointly with MCH Private Equity, of Industrias Pardo, a Spain-based manufacturer of high-end hospital and home equipment. The company was sold to Grupo Pikolin, a Spain-based manufacturer of sleeping systems.

Inter-Risco Private Equity

Inter-Risco Private Equity, a 2009 spin-off from Banco Português deInvestimento, was one of the most relevant players in 2012. Highlights include an important deal; the acquisition of Hospital Veterinário do Porto, through OneVet, corresponding to its first investment in the veterinary medicine segment. Inter-Risco Private Equity invested EUR 11,20m in a deal valued at EUR 29m, aiming to create a corporate group with a business volume ranging between EUR 25m and EUR 30m.

Vallis Capital Partners

Vallis Capital Partners, a Portugal-based private equity firm that specializes in recovering construction companies. Highlights, in 2012, include three deals: the acquisition of Portuguese construction companies Edifer, Hagen Construções and Grupo MonteAdriano. With these deals, Vallis Capital Partners aims to create a large construction group in Portugal, and become a reference player in this sector.

2012 was marked by the economic contraction and timid investments, which had a direct impact in the decline in the number of deals advised by law firms. Furthermore, the difficult economic situation and the tendency to rely more on in-house legal teams as a means to reduce costs also had its toll on the legal sector. Nevertheless, Portugal’s leading firms were fairly dynamic, mainly due to the privatization processes set in motion by the Portuguese Government, as well as by a few relevant asset sales.

High-end Market (2012)

Legal advisers

ADVISORS HIGHLIGHTED DEAL PARTIES ADVISED (ROLE)

AMOUNT (EURm)

PLMJGroup Camargo Corrêa, through

Intercement, closed a takeover offer to acquire a 61,9% stake in Cimpor

Cimpor (Target) 4.271,1

Uría Menéndez - Proença de Carvalho

Group Camargo Corrêa, through Intercement, closed a takeover offer to acquire a 61,9% stake in Cimpor

Camargo Corrêa (Buyer) 3.080

CMS Rui Pena & Arnaut

VINCI Concessions acquired a 95% stake in ANA - Aeroportos de Portugal held by Parpública (Portuguese Gorvernement)

VINCI Concessions (Buyer) 3.080

PLMJ VINCI Concessions acquired a 95% stake in ANA - Aeroportos de Portugal held by Parpública (Portuguese Gorvernement)

Parpública (Seller) 3.080

Sérvulo

Group José de Mello and Arcus Infrastructure Partners, through Tagus, closed a takeover offer to acquire a 35,23% stake in Brisa

Brisa (Target) 1.404,54

Vieira de Almeida


José de Mello Holding (Buyer) 1.404,54

Campos Ferreira, Sá Carneiro


Arcus Infrastructure Partners (Buyer) 1.404,54

Portugal’s leading law firms stood out in the high-end transactional market (deal value in excess of EUR 250m), such as PLMJ and Uría Menéndez - Proença de Carvalho. One of the year’s most relevant deals was the takeover offer launched by Intercement (controlled by Camargo Corrêa) to acquire a 61,9%



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stake in Portuguese cement company Cimpor. The deal’s advisers were PLMJ for Cimpor and Uría Menéndez - Proença de Carvalho for Camargo Corrêa. Another important deal was the privatization of ANA - Aeroportos de Portugal. CMS Rui Pena & Arnaut were the legal advisers of VINCI Concessions, the winner of the privatization bid, and PLMJ advised Parpública.

High-end market private equity (2012)

No Private Equity deals were registered in the Portuguese High-end Market, in 2012.

Mid-market (2012)


AMOUNT (EURm)

PLMJ Oman Oil Company acquired a 15%

stake in REN - Redes Energética Nacionais held by Parpública

REN - Redes Energéticas

Nacionais (Target)205,06


Oman Oil Company acquired a 15% stake in REN - Redes Energética

Nacionais held by Parpública

Oman Oil Company (Buyer) 205,06

Morais Leitão, Galvão Teles,

Soares da Silva

Oman Oil Company acquired a 15% stake in REN - Redes Energética

Nacionais held by Parpública Parpública (Seller) 205,06

AAA Advogados CaixaBank announced the acquisition of a 18,87% stake in Banco BPI held

by Brazilian bank Banco Itaú BBA

Banco Itaú BBA (Seller) 93,42

Uría Menéndez - Proença de

Carvalho

CaixaBank announced the acquisition of a 18,87% stake in Banco BPI held

by Brazilian bank Banco Itaú BBACaixaBank (Buyer) 93,42


Pereira

Parpública has sold a 15% stake in HCB - Hidroeléctrica de Cahora Bassa to REN - Redes Energéticas Nacionais and to the Mozambique government

REN - Redes Energética Nacionais

(Target)74


Pereira

Parpública has sold a 15% stake in HCB - Hidroeléctrica de Cahora Bassa to REN - Redes Energéticas Nacionais and to the Mozambique government

Parpública (Seller) 74


AMOUNT(EURm)


Inter-Risco Private Equity acquired Hospital Veterinário do Porto,

through fund Inter-Risco II

Inter-Risco Private Equity 29

Among this year’s most relevant deals in the Portuguese M&A mid-market (deals ranging between EUR 15m and EUR 250m), was the acquisi-tion by Arab company Oman Oil Company of a 15% stake in REN - Redes Energéticas Nacionais, for EUR 205,06m. The deal’s key advisers were PLMJ (representing the Portuguese power company), Gómez-Acebo & Pombo (advising the buyer), Morais Leitão, Galvão Teles, Soares da Silva (advis-ing Parpública acting for the Portuguese Government). Highlights also include the sale carried out by the Portuguese Government of a 15% stake in HCB - Hidroelétrica de Cahora Bassa to REN - Redes Energéticas Nacionais and to the Mozambique Government (advised by Cuatrecasas, Gonçalves Pereira representing both REN and the seller).

Mid-market private equity (2012)


In the smaller M&A market (deals with a value inferior to EUR 15m), SRS Advogados was one of the most notable legal advisers. The law firm advised Tabaqueira Bell II, a Portugal-based tobacco distributor, in the acquisition of Leirivending, a Portugal-based supplier of vending machines offering coffee, sodas, snacks and tobacco. The deal value was EUR 1,8m. In addition, SRS Advogados represented Publichance in the acquisition of Tiverley, a consulting company in the advertising, media and communication segments, for EUR 1,3m.


AMOUNT (EURm)

SRS Advogados Portuguese tobacco distributor Tabaqueira Bell II acquired Leirivending

TabaqueiraBell II (Buyer) 1,8

SRS Advogados Publichance acquired 100% of Tiverley Publichance(Buyer) 1,3



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Smaller market private equity (2012)

No Private Equity deals were registered in the Portuguese Mid-Market, in 2012

Highlighted legal advisers

AAA Advogados

AAA Advogados was one of the most active in the transactional market during 2012. Among others, the firm advised Amorim Energia in its EUR 590m acquisition of 5% stake in Portuguese oil company Galp Energia, held by ENI. Furthermore, AAA was Banco Itaú BBA’s legal adviser in the EUR 93,42m sale announcement of a 18,87% stake in Banco BPI to CaixaBank (Criteria CaixaCorp).

Campos Ferreira, Sá Carneiro

Campos Ferreira, Sá Carneiro was notable for representing Arcus Infrastructure Partners in its EUR 1.404,54m acquisition, jointly with José de Mello Holding, of a 35,23% stake in Brisa, held by Abertis and several private shareholders.

CMS Rui Pena &Arnaut

In 2012, CMS Rui Pena &Arnaut was involved in one of the largest deals in the Portuguese transactional market, advising French company VINCI Concessions, the winner in the privatization of ANA - Aeroportos de Portugal, a Portugal-based airport management company. The deal value was EUR 3.080m.


Highlights in Cuatrecasas, Gonçalves Pereira’s track record for 2012 include advising CGD Caixa Geral de Depósitos in its sale of a stake in Mozambican bank BNI - Banco Nacional de Investimento to Mozambique Goverment. The deal value was EUR 27,07m.

Garrigues

Garrigues’s highilghts in 2012 include advising Brookfield Asset Management in its attempt to acquire Portuguese electricity company REN - Redes Energéticas Nacionais in its privatization process.

Linklaters

Linklaters was notable in 2012 for advising IDI Groupe in its EUR 5m sale of Quinta Romaneira, a Portugal-based wine property in the Douro valley, to several private shareholders.

Morais Leitão, Galvão Teles, Soares da Silva

Morais Leitão, Galvão Teles, Soares da Silva was the legal adviser of Caixa Seguros e Saúde (comprised in group CGD Caixa Geral de Depósitos) in its sale of HPP - Hospitais Privados de Portugal.

PLMJ

PLMJ was a relevant legal adviser in the 2012 transactional year, advising the Portuguese cement target company Cimpor, in a takeover bid launched by Intercement, owned by Brazilian group Camargo Corrêa. The deal value was EUR 4.271,10m. Furthermore, PLMJ advised Parpública, acting for the Portuguese Government, in the privatization of ANA - Aeroportos de Portugal, an airport management company.

Serra Lopes, Cortes Martins

In 2012, Serra Lopes, Cortes Martins was involved in one of the largest deals in the Portuguese transactional market. It advised China Three Gorges in its acquisition of a 4,14% stake in EDP - Energias de Portugal, held by Parpública.

SRS Advogados

This year SRS Advogados represented the consortium composed by Portuguese construction company Mota-Engil, Spanish company Isolux Corsán, Colombian groups Odinsa, CSS Constructores, Construcciones El Condór, Marval and Termotecnica, and Dutch company Multi Corporation, in an attempt to privatize ANA - Aeroportos de Portugal, the airport management company. Furthermore,



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SRS Advogados advised Italian company ENI in its EUR 1.400m sale, jointly with CGD Caixa Geral de Depósitos, of a 13% stake in Galp Energia to several private shareholders. In addition the firm advised Portuguese private equity firm Vallis Capital Partners in its acquisition of a MonteAdriano, a Portugal-based construction company, held by private shareholders.

Telles de Abreu

In 2012 Telles de Abreu was the legal adviser of IDI Groupe, a France-based company, in its EUR 5m sale of Quinta da Romaneira, a wine estate in the Douro valley, to private shareholders.


Uría Menéndez - Proença de Carvalho was involved in two significant deals this year. The firm advised Inter-Risco Private Equity in its EUR 29m acquisi-tion of Hospital Veterinário do Porto held by private shareholders, through OneVet. Furthermore, the firm advised French group Altice in its EUR 45m acquisition of Cabovisão, a Portugal-based telecommunications operator, held by Canadian company Cogeco.

Vieira de Almeida

Vieira de Almeida was also particularly active in M&A market throughout 2012. Highlights include its role as legal adviser to Parpública in the complex privatization process of TAP Air Portugal, the Portuguese airline. Furthermore, the firm advised DaVita, a US-based healthcare company, in its acquisition of IDC - International Dialysis Center. In addition, Vieira de Almeida advised Hotéis Alexandre de Almeida in its merger with Grupo Quinta das Lágrimas.

2012 was a poor year overall in the Portuguese financial market. However, the multiple privatization processes launched by the Portuguese Government helped to restore some transactional activity, especially for financial advisers and consulting firms. Despite the crisis, companies continue to rely on external financial advice for their transactions.

Highlighted financial advisers

Deloitte

Deloitte was one of the most active players in the Portuguese transactional market during 2012. The firm participated as financial adviser in several relevant deals. Highlights include carrying out due diligence procedures within the privatization of Portugal-based airline TAP Air Portugal. Furthermore, Deloitte was involved in the EUR 29m acquisition of Hospital Veterinário do Porto by Inter-Risco Private Equity, as the buyer’s legal adviser.

Ernst & Young

Ernst & Young was involved as financial adviser in due diligence procedures of an important deal in the Portuguese transactional market. The EUR 5m acquisi-tion by private shareholders of Quinta da Romaneira, a wine estate in the Douro valley, held by French group IDI Groupe.

PwC

PwC highlights, in 2012, include its role as the financial adviser to Spanish firm N+1 Private Equity in its EUR 75m acquisition of Probos Plásticos, a Portugal-based company, held by Explorer Investments. The deal was announced in 2012 and it is estimated to be concluded in 2013.

Consultancy Firms / Financial advisers

SECTORS &

SUBSECTORS

Spain

Energy and renewable energies

Industry

Infrastructure

Real estate and construction

Military - State defense

Natural resources

Services and distribution

Technology and telecom

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The economic instability and the legislation changes in renewable energies in Spain influenced this sector throughout 2012. In addition, two nationalizations in Latin America had a negative effect. The Argentinean Government nationalized 51% of Repsol held by oil company YPF. In addition, the Bolivian Government acquired a 99,94% stake in Transportadora de Energía (TDE), a Bolivia-based electricity distributor, held by Red Eléctrica.

In this framework, companies chose to invest abroad in search of strategic assets to continue their growth plans, and sell foreign equity to improve their cash flow and financial statements. Repsol sold Respsol Butano Chile to a Chilean inves-tor group headed by Larraín Vial, an equity trading company, for EUR 428,42m. In addition, Italy-based company Enel closed the acquisition of Endesa Ireland, through its subsidiary Endesa, held by Scottish & Southern Energy (SSE). The deal value was 286m.

Biofuel

Although this subsector’s transactional activity declined over the last few years, due to the scarce biofuel demand in Spain, in 2012 several relevant deals were registered. US-based multinational Fuel Streamers Group acquired a minority stake in Bio Energética Extremeña 2020, a Spain-based biofuel company with a production capacity of 300.000 tons. In April 2009, Bio Energética Extremeña filed for bankruptcy since its accumulated debt was EUR 40m. In December 2010, the company reached an agreement with several banks, EBN among oth-ers, to pay its debt in 10 years, starting in 2015. In spite of this procedure, the plant maintained its activity producing second generation biofuel using animal fat and recycled oils.

Biomass

This subsector was not particularly active this year, but it registered a few undisclosed amount relevant deals. Spanish group Gestán, through its subsidiary Intacta, acquired a majority stake in Biomasa Forestal, for an undisclosed amount. Furthermore, Fenice Instalaciones Ibérica, a subsidiary of EDF Fenice (EDF Group), acquired a majority stake in Valoritzacions Agroramaderes Les Garrigues, a Catalunya-based company, held by E.ON Renovables, Abantia and Comsa Emte Energías Renovables. The deal value was EUR 15m.



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Electric

This subsector decreased its activity considerably compared to previous year, registering some eight deals, while last year it recorded 18. Nevertheless, sev-eral relevant transactions should be highlighted, such as the nationalization by the Bolivian Government of 99,4% of Transportadora de Energía (TDE), held by Spanish company Red Eléctrica. This subsector also registered one of the largest deals in 2012. Italian company Enel, through Spain-based company Endesa, acquired Endesa Ireland, held by UK-based company Scottish & Southern Energy (SSE). The deal value was EUR 286m. Furthermore, Cogen Energía España, a subsidiary of Norwegian group Cogen, acquired a 75% stake in ESA (Ecoenergía Sistemas Alternativos) held by Sodena and other minority shareholders. Sodena retains a minority stake in ESA’s share capital, at least for three years.

Wind

The legislation changes in renewable energies and premium removal in this type of projects caused a considerable decrease in the wind subsector’s activity. In 2012, highlights include Gamesa’s divestments. The Spanish multinational sold French wind farms Quatre Vallées I (12 MW), Quatre Vallées II (20 MW), Souvigné (8 MW) and German Sarrow (16 MW) to European Sustainable Power Fund 2, held by German company KGAL. In addition, Gamesa sold wind farm Krzecin (14MW), located in Poland, to RWE Renewables Polska, the Polish subsidiary of German company RWE Innogy. Moreover, US-based company ContourGlobal (through its Colombian subsidiary ContourGlobal Latam) and Spanish company Montealto acquired Energía Eólica (EESSA), a Peru-based wind farm management company, held by Sigma Energías, Gola and entrepreneur Juan Rodolfo Wiesner Rico.

Geothermal

There were no registered deals in the Spanish Geothermal energy sector throughout 2012.

Hidraulic

As in previous years, the transactional activity was mild, in this subsector, during 2012. Highlights include the acquisition by British fund HgCapital

of a 29,25% stake in Hidrodata (former Eissl), a Spain-based management company with 19 mini hydraulic plants in the Pyrenees, for EUR 14m. The stake was held by Catalunya Caixa, and this deal generated profits. Furthermore, Renewable Power International (RPI) made a capital increase to finance the acquisition of six hydraulic projects, with the shareholders’ own resources and external funding. In fact, Demeter Partners invested EUR 3,6m in exchange for a 4% stake, attaining 29% of RPI’s share capital.

Nuclear

There were no registered deals in the Spanish Nuclear energy sector through-out 2012.

Oil and gas

In 2012, the oil and gas subsector maintained the trend set in previous years, with a considerable activity, mainly cross-border. The number of deals was similar for Spanish acquisitions abroad as for foreign acquisitions in Spain. Highlights include the Argentinean Government’s expropriation of a 51% stake in oil company YPF, held by Repsol, after it was declared of public interest. Furthermore, Repsol made other divestments, such as Repsol Butano Chile to a group of Chilean private shareholders headed by Larraín Vial, an equity trading company. The deal value was EUR 438,42m. In addition Repsol sold its liquid petroleum gas (LPG) assets in France to Totalgaz, a subsidiary of French oil group Total, for approximately EUR 14,5m.

On the other hand, Elecnor, a Spain-based infrastructures company, sold a 50% stake in Gasoducto Morelos, the public tender winner that will build and maintain the gas pipeline in Mexico, held by Enagás. In addition, Enagás acquired a 90% stake in Naturgas Energía Transporte (former Gas Euskadi), held by Portuguese multinational EDP. EVE (Ente Vasco de la Energía), a Basque-based group controlled by the autonomous government and a minority shareholder of Naturgas, acquired the remaining 10%. The total deal value was EUR 241m.

Solar

The solar subsector was also influenced by the legislation changes in renew-able energies and the subsidies removal, causing a decrease in number of deals. Nonetheless, several cross-border deals were relevant. Pontia Capital, a venture cap-ital firm, acquired a minority stake in Ecuador Energético, a Quito-based company



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that develops and runs renewable energy projects. Furthermore, US-based private equity fund Conduit Capital Partners and CAF - Corporación Andina de Fomento, acquired an 81% stake in Tacna Solar and Panamericana Solar, two Peru-based management companies of photovoltaic plants with a 20MW capacity each. The deal value was EUR 164,90m.

The industry sector was significantly influenced by the economic crisis, since it started, mainly the segments of construction material manufacture for houses and household consumption. Nevertheless, the transactional market is still active with Spanish companies’ restructuring, in an effort to improve their financial statements and look for growth alternatives.

Highlights include CSN, which through its Spanish subsidiary CSN Steel, acquired German companies Gallardo Sections and Stahlwerk Thüringen, held by Spanish company Grupo Alfonso Gallardo. The deal value EUR 482,5m. Furthermore, in the mid-market, Investcorp, an Arab-based investment group, through Goromar XXI acquired Esmalglass, a manufacturer of frits, glazes and ceramic colors. The company was previously held by venture capital fund 3i group and its management team, headed by the Baigorri family, who will retain a minority stake in Esmaglass share capital.

Aerospace and aeronautical

In 2012, this subsector was particularly active, with some seven deals reg-istered, while none was recorded the previous year. Highlights include the acquisition by Abertis, through its subsidiary Abertis telecom, of a 7,2% stake in Hispasat held by Telefónica de Contenidos. The total deal value was EUR 68m. Furthermore, UAV Naviagation, a Spain-based company that designs and builds aeronautical materials, made a capital increase of EUR 850.000, subscribed by fund Bullnet Capital II, owned by Bullnet Gestión, and by Enisa.

Food

The food subsector followed the trend set in previous years, and in 2012 it was one of the most active in the industry sector. Highlights include the smaller mar-ket, in which small companies divested non-strategic assets to reorganize their businesses and improve their financial statements. Cobega, a bottle producer, acquired a 60% stake in Bebidas Gaseosas del Noroeste (Begano), a Galicia-based concessionary of North American multinational, owned by the Daurella family. The deal value was EUR 201m. Furthermore, Cobega jointly with Damm and Victory Turnaround acquired Cacaolat, a company facing bankruptcy. The total deal value was EUR 75m.

Furthermore, Nutrexpa, a Spain-based food company, acquired Artiach held by Panrico, for approximately EUR 70m. In addition, Grupo Antiu Xixona, a manufacturer of Turron, jointly with Peter Douglas Petersen and the Alonso family acquired Alonso Mediterráneo (Manolet), an almond producer based in Elche. This deal was carried out through an auction, and its value was EUR 2m, paid in

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equal parts by the three partners. With this deal, Alonso Mediterráneo (Manolet) will be named Almendras del Sol.

Automotive and recreational vehicles

This subsector increased its activity in 2012, with respect to previous year, mainly caused by the growth and internationalization strategies of Spanish com-panies. Basque auto group CIE Automotive acquired a 65% stake in US-based company Century Plastics, through Brazilian company Autometal, held by CIE Autometal (77%), a subsidiary of CIE Automotive. The deal value was EUR 18,7m. Furthermore, CIE Automotive acquired a 50% stake in Chinese company Nanjing Automobile, a subsidiary of Donghua Automotive, for EUR 17,27m. In addition, holding company FCC acquired a 13,5% stake in Alpine, an Austria-based manufacturer and distributor of car equipment. The deal value was EUR 52m.

Pharmaceutical, parapharmaceutical and cosmetics

Highlights, in this subsector in 2012, include the interest shown by US-based acquirers in Spanish companies. Cosmo Fragances, a US-based company, acquired Compañía General de Esencias, for an undisclosed value. Furthermore, US-based company Lubrizol, owned by entrepreneur Warren Buffett, acquired Lipotec, a Spain-based developer of active ingredients for cosmetics, and its subsidiaries Diverdrugs and Lipofoods. The deal value was not disclosed. In addition, some Spanish acquirers invested abroad. Grupo Uriach, a Spain-based pharmaceuti-cal company, acquired a 25% stake in Pharmagenus held by Arrow, a UK-based subsidiary of US-based Watson.

Iron, metallurgy and industrial production

In spite of a decrease in activity in this subsector, 2012 was once more one of the most active in the industry sector, similar to previous year. Furthermore, most deals had a cross-border component. Grupo Antolín acquired French company CML Innovative Technologies, held by JP Morgan Securities, and funds DDJ Capital Management and Cerberus. In addition, Spanish company Fain Ascensores, within its internationalization strategy, acquired French companies ASJ Services and JTB. Fluidra, a Spain-based developer of applications for sustainable water use, also invested abroad acquiring Dunia Renang, an Indonesia-based manufacturer of swimming pools that registered revenues of EUR 3m, in 2011. Moreover, Orona, a Spain-based

subsidiary of Corporación Mondragón, acquired during 2012: Norwegian company Elevator; French company Ascenseurs Altilift; and Luxembourg-based company Ascenseurs Luxembourg.

Fashion and textile

Highlights, in this subsector, include the interest shown by foreign acquir-ers in Spanish companies. Superhouse, an India-based company, acquired Security Line, a Spain-based manufacturer of safety footwear, for EUR 0,86m approximately. Furthermore, Bekaert, a Belgium-based textile company, acquired Enbasa Laval, a Spain-based textile manufacturer, for an undisclosed amount.

Shipbuilding

There were no registered deals in the Spanish Shipbuilding industry sector throughout 2012.

Other consumer goods

This sector was mildly active in the transactional market, although it registered some relevant deals. Indo, a Spain-based manufacturer of optical products, sold its subsidiary Indo Chile Óptica to Megalux, a Chile-based manufacturer of lenses and frames. Furthermore, Tech Rock, a Catalunya-based manufacturer of climbing equipment, acquired CCH (Alien Cams), a US-based manufacturer of climbing devices. The deal value was EUR 220.000.

Chemical and chemical materials

The high internationalization of the Spanish chemical subsector and its capac-ity to access foreign markets has enhanced its activity in the transactional market this year. The private equity sector showed interest in Spanish chemical compa-nies. Advent International España acquired a 49,9% stake in Maxam, held by Portobello Capital and Vista Capital since 2006; they held 27,37% and a 22,62% stake respectively and paid EUR 66m. Furthermore, the investment fund of US-based Yorkville Capital Dutch, owned by Yorkville Advisors, acquired a 15,5% stake in Ercros, a manufacturer of chemical products. The deal value was EUR 25m. In addition, Saria Bio-Industries, a Germany-based recycling com-pany that transforms animal by-products and waste from protein meal process-ing into biogas, acquired Spanish companies Bioibérica and Jagero Holding II, held by Bioplus 2000.



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Tobacco

There were no registered deals in the Spanish Tobacco industry sector through-out 2012.

Glass, ceramic, paper, plastics, wood and timber

In 2012, the glass, ceramic, paper, plastics, wood and timber subsector was among the least active in the industry sector. Highlights include several domes-tic deals in the mid and smaller market, involving a few private equity funds. Gestión de Capital de Riesgo del País Vasco acquired a minority stake in FGM Sociedad Cooperativa, a company born from a merger between Fagor Mueble, Danona, and Coinma. The three companies were held by Corporación Mondragón, a manufacturer of kitchen and office furniture that employs 146 workers. The deal value was EUR 2,2m. Furthermore, the Basque venture capital funds Ezten and Ekarpen entered Vicrila’s share capital, a manufacturer and retailer of cups and glasses for the Spanish and international market. Furthermore, Tubos Reunidos sold a 50% stake in TR Lenz (Depósitos Tubos Reunidos Lentz), a manufacturer of polyethylene tanks, to Sotralentz Packaging, a company holding the other 50%. With this deal, Sotralentz Packaging attains a 100% stake in the company’s share capital.

The infrastructure sector continues to be penalized by the economic crisis. In 2012, in addition to public expenses reduction, several companies were influenced by toll revenues decline of Spanish highways. In this framework, several Spanish companies pursued their internationalization strategies and sale of non-strategic assets as a way to push growth.

The transactional market’s activity suffered a reduction, registering some twelve deals compared to twenty in 2011. Highlights include, once again, the cross-bor-der sector, and Latin America registered most of the activity. Worthy of note was Globalvía Infraestructuras’s acquisition of a 17% stake in Autopistas del Sol, a Costa Rica-based company, for USD 20m. In addition, North American ven-ture capital fund KKR acquired a 5,66% stake in Saba Infraestructuras held by CaixaBank.

Aiports

There were no registered deals in the Spanish Airports infrastructure sector throughout 2012.

Car parks

There were no registered deals in the Spanish Car Parks infrastructure sector throughout 2012.

Roads and highways

The roads and highways subsector was particularly active in the infrastruc-ture sector, registering most of the deals. Similar to previous years, cross-border deals were relevant, mainly between Spanish and Latin American companies. Cofides, a Spain-based financing company controlled by the Ministry of Economy, acquired a 12% stake in Autopista Urbana Norte, held by OHL México, a sub-sidiary of Spanish construction company OHL. The deal value was EUR 25m. In addition, Sacyr Vallehermoso, sold a 45% stake in Autovía del Arlazón to Fondo Marguerite, a European fund controlled by BEI.

Prisons

There were no registered deals in the Spanish Prisons infrastructure sector throughout 2012.

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Schools

There were no registered deals in the Spanish Schools infrastructure sector throughout 2012.

Railroads

In 2012, the railroads subsector’s activity increased compared to previous year. Copisa, a Catalunya-based construction company, sold a 50% stake in Infesa, a construction company of railroad infrastructures, to Civis, another construc-tion company. The deal’s financial details are confidential. With this transaction, Civis will attain a 100% stake in the company’s share capital, where it already holds 50%.

Hospitals

There were no registered deals in the Spanish Hospitals infrastructure sector throughout 2012.

Bridges

There were no registered deals in the Spanish Bridges infrastructure sector throughout 2012.

Ports

There were no registered deals in the Spanish Ports infrastructure sector throughout 2012.

Social housing

There were no registered deals in the Spanish Social Housing infrastructure sector throughout 2012.

In 2012 the real estate and construction sector was mildly active, due to the declining demand the disappearance of several real estate companies; either they ceased activity or face bankruptcy. Companies in this sector are international-izing and diversifying in search of new opportunities.

Highlights included divestments by several Spanish companies in Latin America, aiming to improve their cash flow using the pull in this region. Cementos Molins, a Spain-based producer of lime and derivatives, sold a 12,61% stake in Cementos Artigas, a Uruguay-based company in the same line of business, to Votorantim Europe, the Spanish subsidiary of Brazilian Votorantim Cimentos. The deal value was EUR 18,8m. Furthermore, Cementos Molins sold a 10,61% stake in Argentinean company Cementos Avellaneda to Votorantim Europe, for EUR 45,2m. Additionally, several real estate divest-ments abroad were registered. Inmobiliaria Chamartín sold a stake in its German subsidiary CMI Chamartin Immobilien to Austrian group Buwog, which also acquired a stake held by entrepreneur Heinz Meermann.

Construction (materials and machinery)

Highlights, in this subsector, include several deals in the cement manufac-ture segment. Construction companies were aiming to adjust to the declin-ing demand of construction material in Spain, with acquisitions and strategic divestments. Holcim España, a cement manufacturer and subsidiary of Holcim, acquired a 20% stake in Cementval Materiales de Construcción, held by Corporación F. Turia, attaining a 69% of the capital. Furthermore, Spanish holding Corporación Masaveu, through its subsidiary Masaveu Brasil, acquired a 50% stake in Cimento Verde do Brasil. The deal value was not disclosed. In addition, Spain-based company Inversiones Anadico acquired Prefabricados Maher held by its founder Manuel Hermoso. Prefabricados Maher was founded in 1969. Since 2008, the company carried out five Voluntary Redundancy programs (Expedientes Reguladores de Empleo - ERE) to reduced its staff by 260 employees, reaching 32 workers by mid-2012.

Real estate

The number of deals in the real estate subsector suffered a considerable reduc-tion compared to previous year, as a result of the economic challenges affecting Spanish real estate companies. Some tried to improve their financial statements with corporate transactions. Marina d’Or sold a 25% stake in Platja Amplaries to Banco Popular, to pay its debt. Furthermore, Riberalia Servicios Generales acquired a 21,03% stake in Nyesa, a real estate company, held by the Bartibás




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family, through Inversión en Activos Urbanos, and El Tajarón. The deal value was EUR 5,8m. This transaction is part of a judicial process between the Bartibás family, Nyesa’s majority shareholder, and Riberalia. Finally, as per court’s deci-sion, Bartibás was required to yeld Nyesa’s stake to Riberalia.

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There were no registered deals in the Spanish Military - State Defense sector throughout 2012.

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The natural resources sector is facing a difficult situation with the raw mate-rial prices increase this year, in addition the economic crisis is affecting all areas of the economy.

This situation reflected on this sector’s transactional market with a consider-able increase in number of deals. Spanish companies were forced to restruc-ture their businesses divesting non-strategic assets and internationalizing in search of growth opportunities. Highlights include the acquisition by Conservas El Cidacos, a Spain-based manufacturer of food packaging, of Green Perú, a farming company specialized in vegetables, such as artichokes and asparagus.

Agriculture, agribusiness, farming and fishing

The agriculture, agribusiness, farming and fishing subsector was one of the most active, registering nearly 50% of deals in the natural resources sec-tor. Several companies made strategic transactions aiming to restructure their businesses. In addition, agricultural companies registered most of the activity. Agropecuaria La Florida acquired Ferpasat; and Domecq Bodegas acquired Galician winery Pazo de Villarei held by a group of private shareholders.

Forestry

Although this subsector was not very active this year, it registered a few rel-evant deals in the smaller market. Europac, a Spain-based packaging company, acquired a 11,9% stake in Floresta Atlântica, a Portugal-based forest management company, for an undisclosed amount. With this deal, Europac will increase its presence in the forestry subsector. It already had 700 hectares under manage-ment certified by FSC (Forest Stewardship Council).

Mining

In 2012, this subsector was particularly active. It registered one third of the deals in the natural resources sector. This year’s largest transactions were cross-border, sev-eral Spanish companies invested abroad, and others sold assets to improve their cash flow. Chinese group Jinchuan closed the acquisition of a 12,9% stake in Metorex, a South Africa-based mining company, held by Spanish group Minersa. Furthermore, Veremonte, an investment firm owned by entrepreneur Enrique Bañuelos, marked its entrance in the Australian market, with the acquisition of a 19,34% stake in Gradiator Resources, for EUR 2,22m. In addition, FIEX, Cofides’ investment vehicle, acquired a 35,2% stake in Regio Mármol, a Mexico-based marble mining company. The deal value was EUR 9m.

Natural resources

The services and distribution sector is still in contraction mode, caused by a declining demand. Companies in this sector are adjusting their staff and restruc-turing their businesses to cope with economic instability. In 2012, the transactional market was particularly active, following previous years’ tendency, though deals had a different nature and focused on improving companies’ financial statements.

Highlights include transactions by financial institutions. Banco Popular launched a takeover offer to acquire Banco Pastor, and merge the two companies. The deal value was EUR 1.362m. Banco Popular financed this deal through new issued shares handed to all Banco Pastor’s shareholders who participated in this offer. Furthermore, Banco Santander sold its subsidiary Banco Santander Colombia to Chilean bank CorpBanca, for some EUR 984,14m. In addition, Procter & Gamble, a US-based multinational, acquired a 50% stake in Arbora & Ausonia, owner of brands Dodot, Evax and Ausonia. With this deal, Agrolimen, a group owned by the Carulla family, exits Arbora & Ausonia, and Procter & Gamble attains a 100% of the company’s share capital. The deal value was EUR 814m.

Water and sanitation

The water and sanitation subsector was not very dynamic in 2012, though it registered a few relevant deals in the high-end market. Spanish venture capital fund Santander Private Equity and the Portuguese Finpro sold a 8,68% stake, held jointly, in Kemble Water, to China Investment Corporation. The deal value was approximately EUR 600m. Highlights also include other deals in the smaller market. Grupotec, an environment company, acquired a 48% stake in Tecvasa, a company that manages water quality and supply, for EUR 2,4m. The Community of Madrid’s Government and City Council announced the privatization annul-ment of Canal de Isabel II, a company that manages water supply in the region.

Food and beverage

Despite the decrease in activity of this subsector, the food and beverage companies, in 2012, continued restructuring to adapt to a decline in demand. Highlights include the merger of Coca-Cola’s bottlers (Cobega, Casbega, Rendelsur, Norbega, Bagano, Asturbega, Colebega and Refrige) resulting in a new company named Ibérica de Bebidas no Alcohólicas. Furthermore, Cobega acquired a 60% stake in Bebidas Gaseosas del Noroeste (Begano), concessionary of North American multinational based in Galicia, owned by the Daurella family. The deal value was EUR 201m. In addition, Eroski acquired a 16% stake in Caprabo, held by the Botet family, attaining a 100% of the capital. The deal value was not disclosed, but it is known to be greater than EUR 200m. Moreover, several




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Spanish companies chose to invest abroad. Hijos de Rivera, a Spain-based beverage distributor acquired Balearic Beverages Distributors, a US-based importer and distributor of Hijos de Rivera’s products in the United States.

Luxury goods and services

There were no registered deals in the Luxury Goods and Services services and distribution sector throughout 2012.

Inspection and certification

Similar to previous years, Applus+, a certification company held by private equity Carlyle, was the most active company in this subsector. Applus+ contin-ued its internationalization strategy with several acquisitions. In 2012, the com-pany acquired John Davidson and Associates (JDA), a services and inspection multinational focused in the oil and gas, construction, mining and engineering sectors, aiming to consolidate its position in the Australian and Asian markets. Furthermore, Mail Certificado, a company specialized in certified e-mails, made a capital increase of EUR 650.000 subscribed by CDTI and a group of business angels. They all acquired a minority stake in the company’s share capital.

Cars, motorcycles and other vehicles

This subsector is still severely affected by the economic crisis. Nonetheless, highlights include the acquisition by Syrsa Automoción, a Spain-based private concessionary of Renault and Dacia and one of the largest companies in Europe, of Turismos la Raza, a concessionary of Volvo in Seville, held by Santiago León Domecq and Rocío Morenés Solis. The deal value was EUR 510.000.

Consultancy, audit and engineering

The consultancy, audit and engineering firms maintained their transactional activ-ity in 2012, following a trend set in previous years, being one of the most active in the services and distribution sector. Highlights include deals registered in the smaller market. Accenture, a consulting and outsourcing company, acquired Neo Metrics, an advisory and developer of quantitative methods for businesses. The deal value was approximately EUR 12,6m. Bankia (merger between Caja Madrid and Bancaja) continued its divestment strategy and sold Tasamadrid to Tinsa, held by venture capital fund Advent International. The deal value was EUR 10,8m. Furthermore, Banco de Valencia, intervened by Banco de España, sold a 98%

stake in Nordkapp Gestión, a securities dealer, to Banco de Madrid, held by Grupo Banca Privada d’Andorra. The deal value was not disclosed, although financial sources state it ranges between EUR 5m and EUR 6m.

On the other hand, in the engineering segment, highlights include Ghenova’s acquisition of Tecnor, a company with 50 years of experience in naval engineer-ing. Grupo Tyspa, a consulting firm specialized in engineering, acquired MC2, an engineering firm that develops structure projects for civil and building works.

Courier

There were no registered deals in the Courier services and distribution sec-tor throughout 2012.

Sports and leisure

Similar to previous years, Spanish football clubs spearheaded the transactional activity in this subsector. Some clubs are facing bankruptcy. Energy Sports Atlantic Group, held by Seville-based architect Jesús Gómez, acquired a majority stake in Xerez Club Deportivo held by entrepreneur Joaquín Morales. The deal value was EUR 28m. In addition, José María del Nido, president of FC Sevilla, acquired the shares held by José María González de Caldas, former president of the club, that represent 11% of the club’s share capital. The deal value was EUR 2m. Highlights, in the leisure segment, include Aqualandia’s acquisition of a 70,76% stake in Terra Mítica Park, a theme park located in Benidorm. The acquired stake was previously held by Generalitat Valenciana, through Sociedad de Proyectos Temáticos de la Comunidad Valenciana (SPTSV) with 22,31%; CAM (24%); Bankia (24%); and Banco de Valencia (0,45%). The deal value was EUR 65m. In addition, Codere, a Spain-based company, through its subsidiary Codere México acquired a 35,8% stake in Icela, based in Ciudad de México and owner of Hipódromo de las Américas, held by Corporación Interamericana de Entretenimiento (CIE). The deal value was EUR 148,87m

Distribution and retail

The decline in demand was provoked by Spanish families’ loss of buying power. To cope with this, companies in this subsector restructured their businesses to improve their financial statements and avoid bankruptcy. Dinosol, currently held by 24 creditors, sold Supersol supermarkets and wholesalers Cash Diplo to Agile Finance, the investment division of Lithuanian network Maxima Grupè.



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Furthermore, Dinosol sold supermarkets Hiperdino to AJA Inversiones, a Spain-based company. Highlights also include the venture capital segment, with some of the most relevant deals registered in this subsector, such as a few secondary buy-outs. Corpfin Capital acquired a majority stake in Kiwoko, a distributor of animal products, held by venture capital fund Prince Capital Partners, which will retain a majority stake in the company’s share capital. In addition, some divestments were registered. Valanza and Advent International sold their stake in Controladora Milano, a Mexico-based clothing retailer and distributor, to Kaltex Comercial, a Mexico-based company.

Education

The education subsector, in 2012, diminished its transactional activity compared to previous year. Nevertheless, several relevant deals were reg-istered. Cámara de Comercio de Sevilla acquired a 50% stake in EUSA Estudios Universitarios y Superiores de Andalucía, held by the Uruñuela family. The deal value was EUR 5m. Furthermore, Spanish business school ESIC Business & School acquired Instituto de Marketing Directo (ICEMD), a marketing training center. The deal value was not disclosed.

Financial and insurance

The financial and insurance subsector was one of the most active in 2012, with several relevant deals registered in the high-end market. The Spanish financial institutions restructured their businesses through divestments and strategic acquisitions abroad. One of the most significant deals was the nationalization of Bankia (merger between Caja Madrid and Bancaja). Frob (a banking bailout and reconstruction program) marked its entrance in BFA’s share capital (with 100%) and indirectly in Bankia (with 45%). With this transaction, the Ministry of Economy recognizes that the Government controls the bank. The deal value was approximately EUR 4.456m. Furthermore, Bankia (merger between Caja Madrid and Bancaja) made some divestments, such as Finanmadrid México, a Mexico-based company of car financing, which was sold to CI Banco, a Mexico-based financial institutions. The deal value was EUR 9,7m.

Moreover, some Spanish companies’ divestments include Banco Santander that sold Banco Santander Colombia to CorpBanca, a Chile-based bank. The deal value was approximately EUR 910m, with a profit of EUR 615m. In addi-tion, Banco Sabadell sold a 20% stake in Mexican bank BanBajío to Dutch company Ion Investment (13,3%), a subsidiary of Temasek, and to trust fund

established by a group of BanBajío’s shareholders (6,7%). The total deal value was EUR 156m, with a profit of EUR 19,9m.

The insurance segment also registered some relevant deals. Catalana Occidente acquired Groupama Seguros (España) held by French company Groupama, for EUR 404,5m. In addition, Mapfre acquired a 35% stake in Mapfre Mundial Holding, a Panama-based insurance company, held by Grupo Mundial Tenedora, a subsidiary of Banco Banvivienda. The deal value was EUR 67,5m.

Funeral services

In 2011, this subsector was dynamic with restructuring processes, while this year the number of deals decreased substantially. Highlights include the acqui-sition by Funespaña, through its subsidiary Funetxea, of Funeraria Sarria, a Basque-based funeral services company. The deal value was EUR 5,2m. With this deal, Funespaña acquires indirectly a significant stake in Funeraria Bilbaína and Fubilo. Funespaña’s objective is to strengthen its presence in the funeral ser-vices market in the Basque country. Furthermore, Mapfre Familiar launched in 2011, a takeover offer to acquire 34% of Funespaña’s shares, it still did not own. In April 2012, the offer was cancelled due to unfulfillment of laid conditions on rights of sell-out and squeeze-out.

Printing and binding

This subsector was not particularly active, though it registered some rel-evant deals in the smaller market. EFI Print, a US-based company, acquired Cretaprint, a Spain-based printing services company. The deal value was USD 31m (approx. EUR 24m). Furthermore, Sherpa Capital acquired the printing divi-sion of Dédalo Grupo Gráfico, composed by four divisions: Dédalo Heliocolor, Dédalo Offset, Macro Libros and Gráficas Integradas. The division has a staff of 680 workers. In 2011, it registered a turnover of EUR 70m.

Waste management, pollution and recycling

Despite the scarce transactional activity in this subsector, some relevant deals were registered in the smaller market involving private equity funds. Mercapital acquired a 25% stake in Clece, a services company of cleaning, maintenance and logistics, social and airport services. Clece is held by group ACS, which will retain 75% of the capital. The deal value was EUR 80m. Furthermore, fund Pontia Capital entered Recimed’s share capital, a management company of



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urban and industrial waste. The acquired stake and deal value are confidential. Highlights also include a cross-border deal. Abengoa, a Spanish-based company, through its subsidiary Befesa acquired a 55% stake in South Korean company Hankook R&M. The Asian company, valued at EUR 60m by Abengoa, is build-ing an industrial waste management plant in Gyeongju, South East of South Korea, which will be operational in 2013.

Marketing and advertising

The publicity investment decline forced several advertising companies to restruc-ture their businesses searching for new growth opportunities. In 2012, the transac-tional activity was again registered mainly in the smaller market. Plenummedia, a communications and marketing agency, acquired Digital Click Media, a con-sulting firm specialized in marketing. The deal’s financial details were not dis-closed. Furthermore, venture capital funds also set their sights in this subsector. Nazca Capital acquired Spanish company Ovelar Merchandising, through its Fondo Nazca III, for EUR 28m without bank financing. Adtribboo, a Spain-based creative crowdsourcing in Spanish language, received a EUR 1m investment from private shareholders, venture capital fund Digital Assets Deployment (DaD) and public funds.

Media, Multimedia And Editorial

The media, multimedia and editorial subsector is still suffering harsh con-sequences of the market instability, especially the decline in advertising bud-gets. In this framework, Antena 3 Televisión signed a merger agreement with La Sexta, by which it integrates the latter. La Sexta’s shareholders will hold a 7% stake in Antena 3. Furthermore, Antena 3 sold VNews, an audiovisual communications agency, to communications group Secuoya, for EUR 1,4m. Highlights, in the editorial segment, include several transactions in an attempt to reorganize the market. German editorial group Bertelsmann acquired a 50% stake in Random House Mondadori, a publishing company with operations in Spain and Latin America, held by Italian company Mondadori. The deal value was EUR 54,5m. In addition, Grupo Planeta acquired a majority stake in Tusquets Editores, a publishing company founded in 1969 by Oscar Tusquets and Beatriz de Moura, who will continue to manage the company.

Organization and events management

Highlights, in this subsector, though it was not particularly active, include the acquisition by ON24, a US-based provider of virtual events solutions, of Imaste, a Spain-based an online company that offers virtual fairs. The deal value is con-fidential, though sources state it ranges between EUR 4m and EUR 8m. Imaste was founded by Miguel Arias, Aitor Zabala and Miguel Fernández Lapique. Imaste organizes in excess of 150 virtual events in more than 25 countries. In 2011, it registered a turnover of EUR 2,4m.

Other services

In 2012, this subsector highlights deals with a cross-border component. JZ International, a UK-based venture capital fund held by US-based investment group The Jordan Company, acquired Oro Direct, a gold and precious stones dealer. The deal value was not disclosed. Furthermore, Lucibel, a France-based LED manufacturer, announced the acquisition of Tecno Ledspro, a company specialized in energy efficient services and products, based in Figueres (Girona).

Healthcare, hygiene, medical aesthetics and cosmetics

In 2012, the healthcare, hygiene, medical aesthetics and cosmetics companies’ focused on reorganizing their businesses to improve their economic situation. Highlights include some of the largest deals in the high-end market. US-based multinational Procter & Gamble acquired a 50% stake in Arbora & Ausonia, the owner of brands Dodot, Evax and Ausonia. With this deal, Agrolimen, a group held by the Carulla family, exits the company’s share capital, which is now held by Procter & Gamble. The deal value was EUR 814m. In addition, USP Hospitales’ creditors RBS and Barclays Bank, its founder Gabriel Masfurroll and the manage-ment team sold the company to venture capital fund Doughty Hanson. The deal value was EUR 355m, which means 10,3 times EBITDA in 2011, and 9 times the EBITDA estimated for 2012. Furthermore, Animédica Group, a Germany-based veterinary medicine company owned by Agravis Raiffeisen, acquired Invesa, a Spain-based veterinary clinic, held by private equity fund Espiga Capital, and the management team.



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Security and private arms, ammunition and explosives

The transactional activity of the security companies this year registered several cross-border deals, following their internationalization and expan-sion strategies. Prosegur chose Latin America, with the acquisition of Segura, an Uruguay-based vigilance services company. In addition, it also acquired Brazilian companies Nordeste Segurança de Valores and Transbank Segurança e Transporte de Valores, for EUR 359m. Furthermore, Swedish company Securitas Group set its sights in Spain with the acquisition of Chillida Sistemas de Seguridad, a services company of private security, held by ven-ture capital fund Invalencia (Inversiones Valencia Capital Riesgo), with 40,2%, Fernando García Checa (9,8%), and Chillida Business Group (50%). The deal value was some EUR 23m.

Transports, aviation and logistics

The transports, aviation and logistics subsector registered some of the largest deals in 2012, similar to previous year. Ferrovial sold a 10,62% stake in FGP Topco, the holding company owner of BAA, to Qatar Holding, an Arab Emirates invest-ment fund. The deal value was EUR 607m. Moreover, Qatar Holding acquired a 9.38% stake in BAA held by Britannia Airport Partners (5,63%) and GIC (3,75%). With these transactions, Qatar Holding attained a 20% stake in BAA. The total deal value was EUR 1,144m. Other highlights include the acquisition of a stake in Volotea’s share capital, a low-cost airline founded in early 2012 by Carlos Muñoz and Lázaro Ros, by three companies: CCMO Capital Advisors, a fund specialized in companies in growth process in Europe and the United States; Fespyme, managed by Axis Participacione; and Sinaer Inversiones, an invest-ment vehicle engaged in aeronautical companies controlled by Corpfin Capital. The deal value was EUR 40m. In addition, Swissport Handling, a subsidiary of –held by venture capital fund PAI Partners–, acquired Flightcare, a handling company (airport ground services), previously held by Spanish group FCC. The deal value was EUR 135m.

Tourism, hotels and restaurants

The tourism decline in Spain has forced companies in this subsector to make strategic transactions to improve their financial statements. In this framework, Spanish company MH Hotels chose a growth strategy through hotel acquisi-tions, such as Solimar and San Diego hotels. The deal value was not disclosed. Hotel San Diego was built in 1962 in El Arenal (Mallorca), and it was renovated

in 1996. The establishmTent has 174 rooms distributed in 9 floors. Furthermore, investment group Corbis acquired a 80% stake in Casas y Palacios de España, owned by Ignacio Medina, specialized in luxury establishments and historical buildings. Duque of Segorbe will retain a 20% stake in the company’s share capital. Highlights, in the restaurants segment, include several transactions to readjust businesses. Rodilla made a capital increase of EUR 9,7m, subscribed by beer group Damm, which acquired a 41% stake in the company’s share capital.



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Tecnología y telecomunicaciones

The technology and telecoms sector remained one of the most active in the transactional market, seemingly unaffected by the economic difficulties. In addition, it is one of the economic engines for change in the production model in Spain. In this framework, technology had a relevant role in the transactional market, being one of the most active subsectors this year, similar to 2011.

Venture capital firms were also particularly involved in this sector, most of its investments involved technology and internet companies. Deskidea.com, an online retailer of office equipment, made its first capital increase of EUR 350,000, subscribed by funds Caixa Capital Micro and Cabiedes & Partners. Furthermore, in the biotechnology subsector, fund Minerva Capital acquired a 60% stake in Genoclinics Biotech, a spin off created within Universidad de Málaga and owned by the Porta family, which retains the remaining 40% of the capital.

Biotechnology

The biotechnology subsector continues to grow and investors show interest in biotech companies, following a trend set in previous years. In this framework, highlights include the acquisition by venture capital fund Ysios Capital Partners and investment companies Fundació Vila Casas and JVRisk Technologies, of a minority stake in Inbiomotion, a developer of markers to predict bone metasta-sis. The deal value was EUR 2m. Furthermore, Caixa Capital Risc, supported by science fund Caixa Capital Biomed, jointly with Invercaria, through Jeremie, acquired a stake in nLife Therapeutics. The investment was valued at EUR 5m, of which EUR 2,5m was granted by the funds. In addition, Grifols, a manufac-turer of plasma protein therapies, acquired a 51% stake in Araclon Biotech, a researcher and developer of therapies and diagnostic methods for degenerative diseases such as Alzheimer.

Electronics

Despite being the least active in this sector, the electronics subsector’s high-lights include the acquisition by Grupo Arbulu, specialized in naval electron-ics, of a 60% stake in e3 Systems, a Spain-based company based in Mallorca and present in France, Italy, Malta and Antigua. It specializes in integration of communications in the large yachts market. In 2011, the company registered a turnover of EUR 7m.

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Internet

In 2012, the internet subsector was among the most active in the Spanish trans-actional market, similar to previous years. Venture capital funds were the most active players, registering several investments in Spanish start-ups. Highlights include e-commerce company Stop&Walk’s first financing round, subscribed by venture capital firms Cabiedes & Partners and Kibo Ventures, and several business angels. Caixa Capital Risc, manager of La Caixa’s venture capital, and the company’s current partners, such as two former partners of Accenture and the former global vice-president of Navision Software, acquired a minority stake in La Nevera Roja, a web portal of food home delivery. The deal value was EUR 600.000. Furthermore, Canadian company HootSuite acquired Spanish company Splitweet, a developer of applications that enable users to manage several Twitter accounts. The deal value was not disclosed.

Technology

The technology subsector, in 2012, was also among the most active, with deals registered in the smaller market and significant investments by private equity firms. Spanish venture capital firm Ezten acquired a minority stake in Wattio, a developer of home energy saving solutions, with an investment of EUR 0.5m. Furthermore, Telefónica Digital, through Telefónica Ventures, acquired TokBox, a US-based developer of video communications. Spanish private equity fund Finaves, through its investment vehicle Finaves III, sold a minority stake in Nexenta, a US-based developer of cloud computing technologies. The buyers were two funds that had already invested in Nexenta (Javelin Venture Partners and Translink Capital Partners) and two new partners (Razor´s Edge Fund y Sierra Ventures). Highlights also include Latin America with several deals in this subsector. Grupo Itarvi, a Spain-based company, acquired a 64% stake in Brazilian company Constru Software, held by Dicio, for BRL 25m.

Telecoms

The telecoms subsector registered some of the largest deals this year. Highlights include Telefónica’s divestment of Atento, a call center, to a group of compa-nies controlled by Bain Capital, a venture capital fund. The deal value was EUR 1.051m. Furthermore, Trilantic Capital Partners, a US-based venture capital fund, and Italian fund Investindustrial acquired a 48,1% stake in Euskaltel, a Spain-based company. The deal value was EUR 198m. In the smaller market, highlights

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include the sale by Metrored, a company based in London and created by entre-preneurs from Valencia, of a 31% stake in Hits Telecom Spain, a virtual mobile operator, held by Hits Telecom Holding, a Kuwait-based company. Metrored and Hits Telecom Holding shared control of Hits Telecom Spain. Furthermore, Javier Hidalgo, CEO of Globalia, and Grupo Atento acquired mobile virtual network operator (MVNO) Pepephone, held previously by Globalia (91%).

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The energy and renewable energies sector was a driving force in the Portuguese transactional market in 2012; due to the significance it has been gaining. Highlights include the privatization closure of REN - Redes Energéticas Nacionais, a Portugal-based electricity transmission operator. It was one of the largest cross-border deals in Portugal this year. Moreover, other players, such as EDP - Energias de Portugal y Galp Energia, had a substantial role in this sector.

Biofuel

This subsector was particularly active in 2012. Highlights include the acqui-sition by fund ECS Capital of Biovegetal held by SGC Energia. Biovegetal is a Portugal-based biofuel producer, mainly biodiesel. ECS Capital, a Portugal-based venture capital fund, carried out this transaction through Fundo de Recuperação. The deal value was not disclosed.

Biomass

Highlights, in this subsector this year, include the acquisition of a 25% stake in Floponor, a Portugal-based management company of biomass residues, by Fomentinvest Energia. With this deal, Fomentinvest Energia will increase its supply capacity of raw material to paper and cellulose companies, and enables export of wood biomass to markets that pay more than Portugal.

Electric

Highlights, in the electric subsector, include the privatization process car-ried out by REN - Redes Energéticas Nacionais. The buyers, State Grid Corporation of China - SGCC, a China-based consortium, acquired a 25% stake for EUR 387,15m; and Arab sovereign fund Oman Oil Company, acquired a 15% stake in the company’s share capital, for EUR 205,06m.

Wind

There were no registered deals in the Portuguese Wind energy sector through-out 2012.



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Geothermal

There were no registered deals in the Portuguese Geothermal energy sector throughout 2012.

Hydraulic

There were no registered deals in the Portuguese Hydraulic energy sector throughout 2012.

Nuclear

There were no registered deals in the Portuguese Nuclear energy sector throughout 2012.

Oil and gas

Highlights, in this subsector, include the sale by CGD Caixa Geral de Depósitos (1%) and by Italian company Eni (12%) of Galp Energia, for EUR 1.400m. In addition, Galp Energia sold a 30% stake in Petrogal Brasil to Sinopec, a China-based petrochemical company, for EUR 3.599,10m.

Solar

There were no registered deals in the Portuguese Solar energy sector through-out 2012.

The industry sector was clearly affected by the economic crisis that marked the Portuguese transactional market in 2012. producing a noticeable investment decrease. Nevertheless, the volume and number of deals recorded was similar to previous year. Highlights include the food and naval subsectors, with a sig-nificant number of deals registered.

Aerospace and aeronautical

The aerospace and aeronautical subsector, in 2012 registered an important deal. Embraer Defesa e Segurança, the Brazil-based subsidiary of aircrafts manufac-turer Embraer, acquired a 30% stake in Portuguese company OGMA, held by EADS, a Netherlands-based aeronautical engineering group. OGMA provides maintenance and repair services to military and civilian aircrafts, engines and components, and manufactures aircraft structures.

Food

In 2012 the food subsector was particularly active. Highlights include the acquisition of Corpora Agrícola, a Chile-based producer and retailer of fruit, by Portuguese company Sugalidal. The deal value was EUR 35,81m. With this deal, Sugalidal aims to duplicate its tomato production in the next five years. Furthermore, venture capital fund Mercapital, jointly with a group of private shareholders, sold Bodegas LAN, a Spain-based company located in La Rioja, to Portuguese company Sogrape Vinhos. The deal value was some EUR 50m.

Automotive and recreational vehicles

There were no registered deals in the Portuguese Automotive and Recreational Vehicles industry sector throughout 2012.

Pharmaceutical, parapharmaceutical and cosmetics

There were no registered deals in the Portuguese Pharmaceutical, Parapharmaceutical and Cosmetics industry sector throughout 2012.

Iron, metallurgy and industrial production

Highlights, in the iron, metallurgy and industrial production subsector, include the entrance announcement of a German industrial group in Setlinings,

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a Portugal-based producer and retailer of heat resistant materials used in indus-trial ovens lining.

Fashion and textile

There were no registered deals in the Portuguese Fashion and Textile industry sector throughout 2012.

Naval

This subsector’s highlights include the privatization announcement of ENVC- Estaleiros Navais de Viana do Castelo, a Portugal-based shipyard company. Offers were received from three candidates: Russian group JSC River Sea Industrial Trading; Brazilian company Rionave; and Norwegian industrial group Volstad Maritime. The Portuguese government intends to sell ENVC for a minimum of EUR 29,90m.

Other consumer goods

There were no registered deals in the Portuguese Other Consumer Goods industry sector throughout 2012.

Chemical and chemical materials

In 2012 the chemical and chemical materials subsector recorded a significant deal. SGL, a Germany-based Group, acquired a 86,19% stake in Fisipe, a Portugal-based manufacturer of acrylic fibers, held by Portuguese group Negofor. The deal value was EUR 25m.

Tobacco

There were no registered deals in the Portuguese Tobacco industry sector throughout 2012.

Glass, ceramic, paper, plastics, wood and timber

The glass, ceramic, paper, plastics, wood and timber subsector was particu-larly dynamic in 2012. Highlights include the acquisition made by Corticeira Amorim, a Portugal-based company, through its subsidiary Amorim & Irmãos,

of a 90,91% stake in Trefinos, a Spain-based manufacturer and retailer of corks for champagne and sparkling wine bottles. The deal value was EUR 15,1m,

In addition, Inapa, a Portugal-based industrial group, acquired Semaq, a France-based distributor of industrial packaging with a strong presence in France. The deal value was EUR 2,47m.


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The financial crisis, particularly the difficult access to new loans, has greatly influenced the infrastructures sector, causing the suspension of relevant projects. As a result it was one of the least active sectors in the Portuguese transactional market in 2012.

Airports

There were no registered deals in the Portuguese Airports infrastructures sec-tor throughout 2012.

Car Parks

There were no registered deals in the Portuguese Car Parks infrastructures sector throughout 2012.

Roads and highways

The roads and highways subsector registered one of the largest deals this year. Tagus Holdings (held by José de Mello Holding (55%) and Arcus Infrastructure Partners (45%)) launched a takeover bid for Brisa, a Portugal-based road concession company. With this transaction, Tagus Holdings attained a 84,8% stake in the company’s share capital, by acquiring 508,89 mil-lion shares. The deal value was some EUR 1.404,54m.

Prisons

There were no registered deals in the Portuguese Prisons infrastructures sec-tor throughout 2012.

Schools

There were no registered deals in the Portuguese Schools infrastructures sec-tor throughout 2012.

Railroads

There were no registered deals in the Portuguese Railroads infrastructures sector throughout 2012.

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Hospitals

There were no registered deals in the Portuguese Hospitals infrastructures sector throughout 2012.

Bridges

There were no registered deals in the Portuguese Bridges infrastructures sec-tor throughout 2012.

Ports

There were no registered deals in the Portuguese Ports infrastructures sector throughout 2012.

Social housing

There were no registered deals in the Portuguese Social Housing infrastruc-tures sector throughout 2012.


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In 2012. the real estate and construction sector decreased its activity con-tinuing with previous year’s tendency. Nonetheless, highlights include Vallis Capital Partners investment activity. The Portuguese private equity firm focuses on investments in construction companies that face financial challenges.

Construction (materials and machinery)

In 2012 the construction subsector was relatively active, although less dynamic than in the previous year. Highlights include the takeover bid for Cimpor, a Portugal-based cement manufacturer, launched by Brazilian group Camargo Corrêa, through Intercement. The offer was valued at EUR 5,5 per share. This offer included the absorption of InterCement cement and concrete assets and operations in South America and in Angola. With this deal, Camargo Corrêa attains a 94,81% stake in Cimpor’s share capital, for EUR 1.500m. In addition, Vallis Capital Partners, a Portugal-based venture capital firm, acquired majority stakes in two Portuguese companies: group MonteAdriano and Hagen Construções.

Real Estate

There were no registered deals in the Portuguese Real Estate subsector throughout 2012.

Real Estate and Construction

There were no registered deals in the Portuguese Military - State Defense sector throughout 2012.

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The financial crisis has once again affected the agriculture and fishing sub-sectors. However, the mining subsector recorded a considerable number of deals, with several investments by foreign groups in Portuguese companies. In addition, the agriculture and fishing subsectors registered some activity due to cross-border deals.

Agriculture, agribusiness, farming and fishing

The agriculture, agribusiness, farming and fishing subsector was particularly dynamic in 2012. Highlights include the acquisition by several private share-holders of Quinta da Romaneira, a Portugal-based wine producer located in the river Douro, held by French company IDI Groupe. The deal value was EUR 5m.

Forestry

Highlights, in the forestry subsector, include Spanish group Europac’s entrance in Floresta Atlântica, a Porugal-based forestry management company, with one of the largest Portuguese forest funds in its portfolio.

Mining

In 2012 the mining subsector registered several relevant deals in the Portuguese transactional market. Highlights include the submitted proposals to acquire MTI- Minas de Moncorvo, a Portugal-based mining company that exploits the Moncorvo mines in the North of Portugal, the location of one of the largest iron deposits in Europe. Other players showed their interest, such as Brazilian group Vale- Companhia Vale do Rio Doce, a Chinese multinational company, a South Korean mining company, and a Canadian group. The investment could be some EUR 1.800m.

Natural resources

The services and distribution sector was the most dynamic sector in the Portuguese transactional market this year, in spite of the financial crisis. The most active were the transport, aviation and logistics, as well as the financial and insurance subsectors.

Water and sanitation

The water and sanitation sector highlights one deal in particular. Spanish venture capital fund Santander Private Equity and Portuguese company Finpro sold a 8,68% stake, held jointly, in Kemble Water to China Investment Corporation. The deal value was EUR 600m. This was the first investment made by the Chinese group in Europe, which followed a visit by British authorities to China to show their country’s strengths.

Food and beverage

The food and beverage subsector was one of the most active in the Portuguese transactional market in 2012. Highlights include the acquisition by Refrigor of a 8,9% stake in Sumol+Compal, held by Portuguese group CGD Caixa Geral de Depósitos. The deal value was EUR 28,32m. With this deal, Regrigor attains a 70,5% stake in the company’s share capital. Furthermore, Spanish group Damm acquired Tagus, the Portugal-based beer brand and its bottling assets, held by Sumol+Compal, a Portugal-based company. The deal value was EUR 2,6m. Simultaneously, Damm signed a distribution agreement with Sumol+Compal to supply the Portuguese market. Specifically, Sumol+Compal, a leader dis-tributor of non-alcoholic beverages in Portugal, will distribute Estrella Damm, Tagus and Damm’s special beers during the next five years. With this deal, Damm strengthens its international growth strategy and increasing its presence in Portugal, where it acquired in 2011 a beer factory in Santarem.

Luxury goods and services

There were no registered deals in the Portuguese Luxury Goods and Services services and distribution sector throughout 2012.

Inspection and certification

There were no registered deals in the Portuguese Inspection and Certification services and distribution sector throughout 2012.



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Cars, motorcycles and other vehicles

The transactional activity in this subsector was not significant. Nonetheless, a relevant deal was registered. Riaper, a subsidiary of Fundo Recuperação (owned by Portuguese private equity firm ECS Capital), acquired Precision, a Portugal-based franchiser of maintenance and service systems to vehicles.

Consultancy, audit and engineering

This subsector was among the most active in the Portuguese transactional market. Publichance acquired Tiverley; a Portugal-based consulting firm spe-cialized in advertising, media and communication. The deal value was EUR 1,30m. Furthermore, ISA - Intelligent Sensing Anywhere acquired CEBC Energia, a Portugal-based consulting firm specialized in energy efficiency, held by Fomentinvest.

Courier

There were no registered deals in the Portuguese Courier services and distri-bution sector throughout 2012.

Sports and leisure

Highlights, in this subsector, include the acquisition by Holmes Place of a 89% stake in HP Health Clubs Iberia, a management company of high-end gyms spread across the Iberian Peninsula. The target was held by Dinamia Capital Privado (managed by of N+1 Capital Privado) and by Portuguese fund Explorer Investments (through Explorer I), which acquired a stake in the company’s share capital in 2005. The deal value was not disclosed.

Distribution and retail

There were no registered deals in the Portuguese Distribution and Retail ser-vices and distribution sector throughout 2012.

Education

There were no registered deals in the Portuguese Education services and dis-tribution sector throughout 2012.

Financial and insurance

The financial and insurance subsector was one of the most active in the Portuguese transactional market this year, with the largest volume of busi-ness. Highlights include Banco Efisa’s privatization, with which the Portuguese government expects to raise EUR 1.500m. Several players showed interest in this deal: Banco Fiduciário Internacional, Portuguese financial group Orey Antunes, Portuguese company SIMUM, group Partrouge SGPS and Brazil-based bank Banco Gerador. Furthermore, Banco Espírito Santo - BES acquired a 50% stake in insurance company BES Vida, held by Crédit Agricole, attaining a 100% stake in the company’s share capital. The deal value was EUR 225m.

Funeral services

There were no registered deals in the Portuguese Funeral Services services and distribution sector throughout 2012.

Printing and binding

There were no registered deals in the Portuguese Printing and Binding ser-vices and distribution sector throughout 2012.

Waste management, pollution and recycling

Highlights, in the waste management, pollution and recycling subsector in 2012 include the privatization of EGF (Águas de Portugal), a sub-holding of Portuguese group Águas de Portugal, which manages urban solid waste plants. Three candidates showed interest in a majority stake: Portuguese company Aquapor Serviços, group Egeo and Mota-Engil Ambiente e Serviços.

Marketing and advertising

There were no registered deals in the Portuguese Marketing and Advertising services and distribution sector throughout 2012.

Media, multimedia y editorial

This subsector was particularly active throughout 2012. registering important cross-border deals. Highlights include the acquisition announcement by PT- Portugal Telecom of a 25% stake in Sport TV, held by ZON Multimédia. The


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deal value was EUR 21m. In addition, the Portuguese Government sold movie producer Tobis to Filmdrehtsich, an Angola-based company, for EUR 4m.

Organization and events management

Highlights, in the organization and events management subsector, include the privatization announcement of Pavilhão Atlântico, an emblematic entertainment venue in Lisbon, to Arena Atlântica. The company offered EUR 21,20m. Deal closure is pending approval from Portuguese regulatory authorities.

Other services

There were no registered deals in the Portuguese Other Services services and distribution sector throughout 2012.

Healthcare, hygiene, medical aesthetics, and cosmetics

In 2012 this subsector was particularly active. Highlights include the acqui-sition by Inter-Risco, a Portugal-based private equity firm, through fund Inter-Risco II, of Hospital Veterinário do Porto. The deal value was some EUR 29m.

Security and private arms, ammunition and explosives

There were no registered deals in the Portuguese Security and Private Arms, Ammunition and Explosives services and distribution sector throughout 2012.

Transports, aviation and logistics

In 2012 the transports, aviation and logistics subsector recorded the largest number of deals in the Portuguese transactional market. Highlights include the privatization of ANA - Aeroportos de Portugal, the Portugal-based airport man-agement company, and acquired by VINCI Concessions. The offer was valued at EUR 3.080m, while 16 other candidates were left behind.

Tourism, hotels and restaurants

This was one of the least active years for the tourism, hotels and restau-rants subsector. Highlighted deals include the merger announcement between Quinta das Lágrimas and Hotéis Alexandre de Almeida. With this transac-tion, a new hotel group will be created with a portfolio of 10 emblematic hotels.

The technology and telecoms sector usually resists well to the financial crisis, although this year it was less dynamic than in 2011; with nearly half the num-ber of deals registered in previous year. The internet and telecoms subsectors were the most dynamic.

Biotechnology

There were no registered deals in the Portuguese Biotechnology technology and telecoms sector throughout 2012.

Electronics

Highlights, in the electronics subsector, include the sale of a 55% stake in Caléo by Portuguese company Reditus, to UK-based holding company Libra Group. The deal value was EUR 0,60m.

Internet

In 2012 the internet subsector registered several relevant deals in the Portuguese transactional market. BRZ Tech, held by Portugal-based company Ongoing, acquired Realtime, a US-based developer of online tools to optimize web page updates. The deal value was EUR 81,06m.

Technology

The technology subsector greatly influenced the Portuguese transactional mar-ket this year. Highlights include the merger of Portuguese technology companies ZON Multimédia and Optimus. The deal value was EUR 1.300m. This will be the largest merger between two listed companies in Portugal, since 2004. On the other hand, Nubera (GetApp), a Spain-based technology company, acquired Tarpipe, a specialized developer of cloud apps.

Telecoms

In 2012 the telecoms subsector registered several relevant deals. Highlights include French group Altice’s acquisition of Cabovisão, a Portugal-based com-munications operator, held by Canadian company Cogeco. The deal value was EUR 45m.

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Spanish Target - Portuguese buyer

In 2012, Portuguese investment in Spain decreased compared to the previous year. The main reason was the economic contraction and difficult conditions for accessing credit, which influenced significantly the Portuguese transactional market.

This year, four deals were registered compared to five in 2011. The industry sector registered the largest number of deals. While in 2011 the most active sector was services and distribution.

Highlights include the acquisition by Sogrape Vinhos, a Portugal-based wine producer, of Bodegas LAN, a Spain-based wine maker located in La Rioja, held by private equity fund Mercapital (sold 85%) and private shareholders (sold 15%). The deal value was not disclosed, but it is known to be some EUR 50m. Bodegas LAN specializes in high-quality wines with origin in La Rioja, Rías Bajas, Rueda and Ribera del Duero. The winery was founded in 1972 in Rioja Alta, and has been included in Wine Spectator's Top 100 list twice.

Furthermore, Portugal-based Corticeira Amorim, through its subsidiary Amorim & Irmãos, acquired a 90,91% stake in Spain-based Trefinos, for EUR 15,1m. Trefinos was founded in 1916 and specializes in the production and sale of corks for champagne and sparkling wines. The company is located in Gerona (Catalunya), with distributors in France, Italy and the United States.

On the other hand, Sovena, a Portugal-based olive oil manufacturer, inves-ted in Moltuandújar, a Spain-based created recently, which groups Andújar factory’s assets previously held by Deoleo (50%), former SOS Corporación Alimentaria. The deal value was some EUR 4,5m, which indicates appraising Moltuandújar in EUR 9m. With this deal, Deoleo (former SOS Corporación Alimentaria) and Sovena will transform Moltuandújar in a joint venture aiming to optimize resources and improve production efficiency to adapt structures and processes and insure viability of the factory and its staff.

Noteworthy in the technology sector was the capital increase conducted by KDOF, a technology company based in Madrid, subscribed by venture capital fund Caixa Capital, through its investment vehicle Caixa Capital TIC, and Bullnet Capital, through Bullnet Capital II. Both companies acquired a mino-rity stake in KDPOF’s share capital. With this deal, KDOF aims to accelerate its growth. The company specializes in the development of high-performance chips for the plastic optical fiber market.




Bodegas LAN Spain Food Sogrape Vinhos MercapitalPrivate Shareholders

50(Aprox.)

Trefinos SpainGlass, Ceramic, Paper, Plastics,

Wood and TimberAmorim & Irmãos Private Shareholders 15,1

Moltuandújar Spain Food Amorim & Irmãos Deoleo (former SOS Corporación Alimentaria) 4,5

KDPOF Spain Technology Bullnet Capital II Caixa Capital TIC - ND


Plaza Mayor Shopping Spain Distributin

and Retail Fondo Sierra Private Shareholders ND

FC Curier SpainTransports,


Adicional Logistics Private Shareholders ND

Genesa Spain Wind EDP Renováveis Bankia (merger Caja Madrid y Bancaja) 231

La Alegría Toledana Spain Food Confitería Carlos

Gonçalves Private Shareholders ND

Semenza Medical Spain


Cosmetics

Megafinance Private Shareholders ND

Highlighted deals 2011



M&A HANDBOOK 2013 IBERIAN TRANSACTIONSIBERIAN TRANSACTIONS M&A HANDBOOK 2013

Portuguese Target - Spanish buyer

Six deals were registered, in 2012, with Portuguese target and Spanish buyer, exactly the same as in 2011. Portugal is facing financial crisis and the markets instability. This might explain the tendency to sell assets, which some Spanish companies have benefited from.

Highlights include the acquisition by Spain-based group Damm of beer manu-facturer Tagus and its bottling assets held by Sumol+Compal, for EUR 2,6m. The two companies also signed a distribution agreement for the Portuguese market.

In fact, Sumol+Compal, a leading distributor of non-alcoholic drinks in Portugal, will distribute Estrella Damm, Tagus and Damm’s specialty beers for the next five years in Portugal. Damm is a food distribution group founded in 1876. The group owns 7 factories and has a staff of 2.900 employees. In 2011, Damm acquired Cacaolat, jointly with Cobega, and in January 2012 increased its stake in Rodilla to 76% of the capital.

Also noteworthy was the acquisition by Grupo Nortempo, a Spain-based human resources company, of a 20% stake in Geserfor, a Portugal-based company with the same line of business. With this deal, Grupo Nortempo aims to strengthen its services globally.

Furthermore, Europac acquired a 11,9% stake in Floresta Atlântica, a Portugal-based forestry company that manages a total of 5.000 hectares of forest.

France-based Groupe CAT, through its Spanish subsidiary Grupo CAT Península Ibérica, acquired Grupo Toquero’s transport division, constituted by Portugal-based Autotrans Express, France-based Toquero France and Spain-based Toquero Express. With this deal, Groupe CAT will hold three companies, which in 2011 registered revenues of EUR 35m, and will own a fleet in excess of 500 trucks.

On the other hand, GetApp.com, a Spain-based technology company and one of the largest retailers of technology apps for gadgets, acquired Tarpipe, a company that focuses on cloud apps development. Tarpipe enables users to streamline their posts to various social networks and save time when updating their different social media accounts.

Finally, Spain-based food company Grupo Hermi acquired Centro de Abate de Coelhos – Joaquim Jesus Ramos, a Portugal-based company with 20 years of experience in breeding rabbits for meat. The deal value was not disclosed.


Tagus Portugal Alimentación y Bebidas Damm Sumol+Compal 2,6

Geserfor PortugalConsultoría, Auditoría e Ingeniería

Grupo Nortempo Private Shareholders ND

Floresta Atlântica PortugalFrancia Forestry Europac Private Shareholders ND

Toquero FranceAutotrans ExpressToquero Express

PortugalTransports,


Grupo CAT Península Ibérica Grupo Toquero ND

Tarpipe Portugal Technology GetApp.com Private Shareholders ND

Centro de Abate de Coelhos-

Joaquim Jesus Ramos

Portugal Food Grupo Hermi Private Shareholders ND


Fapobol PortugalGlass, Ceramic, Paper, Plastics,

Wood and TimberSibán Millennium BCP 6

Evertis Iberica PortugalTransports,


Moura Consulting La Seda de Barcelona 3

OMIP Portugal Eléctrica EDP - Energias de Portugal Endesa


Imago PortugalConsultoría, Auditoría e Ingeniería

Llorente & Cuenca Private Shareholders ND

Engivia PortugalConsultoría, Auditoría e Ingeniería

Sener Private Shareholders ND

Papeleira Portuguesa Portugal


Wood and TimberMandriladora Alpesa Private Shareholders ND





CorporateProfiles

Legal Advisers

Financial Advisers

Private Equity

Public Entities

238

266

282

289

239TTR - Transactional Track Record - (www.TTRecord.com)TTR - Transactional Track Record - (www.TTRecord.com)238

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AAA ADVOGADOS ID in TTRecord.com: 2469

AAA

Launched in January 2008 by a group of lawyers lead by five founding partners with extensive experience and consolidated reputation.

AAA is structured to be recognised as a modern boutique, focusing mainly on business law and all related areas of practice.

Backed by a solid legal education, AAA lawyers are highly experienced in the industries and services to which they are most committed, founded on their continued work with clients and the knowledge of the markets in which they operate.

The firm has exclusive consultants for certain specific areas of law, with exceptional academic and profes-sional background.

AAA is committed to social responsibility, encouraging and supporting causes and projects, particularly through its pro bono program.

ABOUT US

Dulce Franco [email protected]

Rita Gama [email protected]

Vítor Pereira das Neves [email protected]

TEAM

PROFILE

Start of Activity 1996

Nº of employees Actualmente cuenta con 20 abogados, 5 de ellos socios, trabajando en todas las áreas principales del Derecho.

PORTUGAL

Adress Rua Alexandre Herculano, 50. Planta 8 1250-011 Lisboa

Telephone (+351) 21 330 93 00 +351 (21) 330 42 33

Website www.AAA.pt

Main Areas of Practice:

• Banking and finance

• Competition, regulatory and EU

• Corporate

• M&A

• Energy and natural resources

• Insurance

• International contracts

• Infrastructure

• Labour lawl

• Litigation and arbitration

• Pharmaceutical

• Projects

• Public law

• Public Procurement

• Real estate and tourism

• Restructuring and insolvency

• Fiscal

Industrias y servicios

• Advertising

• Aerogenerators

• Automotive

• Aviation

• Banking and financial services

• Breweries

• Ceramics and flooring

• Concessions

• Construction

• Cork

• Cosmetics

• Defense

• Direct sales

• Electricity

• Food distribution

• Forestry

• Gas

• Hospital equipment

• Hotels

• Industrial cleaning

• Industrial engineering

• Industrial explosives

• Insurance and reinsurance

• Medical devices

• Metals

• New technologies

• Oil

• Pharmaceuticals

• Pulp and paper

• Real estate

• Alquiler Automóvil

• Rent-a-Car

• Retail

• Tourism

• Waste management

• Windfarms and renewables

• Wine

International Work

AAA has extensive international experience and works regularly in co-operation with highly reputed law firms across all main jurisdictions in Europe and America. The firm has established solid professional relation-ships with reputed law firms abroad, particularly in Angola, Brasil and Macao/Hong-Kong/China.

Languages

English, French, Spanish

Clients

AAA regularly advises national and international companies and is often retained to assist major projects and transactions, including cross-border operations.

Regular clients include leading companies in several industry sectors and services, national and foreign banks, governmental agencies and leading law firms in other jurisdictions.

The rules of the Portuguese Law Society do not permit the disclosure of the identity of the firm’s clients.


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ALLEN & OVERY ID in TTRecord.com: 1683

Allen & Overy

Is an international legal practice with approximately 4,565 people, including some 512 partners, working in 42 offices worldwide in Europe, the Middle East, Asia Pacific, Africa and America.

Our internal network incorporates lawyers who are experts in domestic law as well as have the ability to negotiate in cross-border transactions. The knowledge and availability of our professionals worldwide guarantee an effective coordination and an excellent service anywhere and anytime.

Offices

Abu Dhabi, Amsterdam, Antwerp, Athens (representative office), Bangkok, Beijing, Belfast, Bratislava, Brus-sels, Bucharest (associated office), Budapest, Casablanca, Doha, Dubai, Düsseldorf, Frankfurt, Hamburg, Hong Kong, Istanbul, Jakarta (associated office), London, Luxembourg, Madrid, Mannheim, Milan, Moscow, Munich, New York, Paris, Perth, Prague, Riyadh (associated office), Rome, São Paulo, Shanghai, Singapore, Sydney, Tokyo, Warsaw and Washington, D.C.

ABOUT US

TEAM

Iñigo Gómez-JordanaManaging [email protected]

Carlos Albiñ[email protected]

Borja Fernández de Trocó[email protected]

Antonio Martí[email protected]

Pablo [email protected]

Charles [email protected]

Salvador Ruiz [email protected]

Ignacio Ruiz-Cá[email protected]

Antonio Vázquez-Guillé[email protected]

Moira [email protected]

Start of Activity 1930 (1991 in Madrid)

Nº of employees The firm currently fields in excess of 100 professionals in Spain, focusing on a wide range of practice areas.

PROFILE

SPAIN

Adress Pedro de Valdivia, 10 28006 Madrid

Telephone (+34) 917 829 800 (+34) 917 829 899

Website www.allenovery.com

Our Values

• Dedication to our clients

• Respecting and including every individual

• Working together as one firm

• Entrepreneurial spirit and energy

• Excellence in everyone and everything

Our clients, our priority. Understanding the businesses and markets our clients operate in, identifying specific areas where they may need legal advice and providing a service that exceeds expectation come first to our mind when working on a deal. Becoming a trusted legal partner for our clients is our aim.

Practice areas

• Corporate

• Banking/Finance and Capital Markets

• Tax

• Employment

• Public Law

• Litigation and Arbitration

• Antitrust and European Law

Awards

• Winner Financial Times Innovative Lawyers Awards 2011 and 2012: Most Innovative Law Firm in Europe

• Global Law Firm 2009, 2010, 2011 and 2012 (Infrastructure Investor Awards)

• Market Leader in Syndicated Loans by Thomson Reuters: Legal Advisor for borrowers and lenders in EMEA

• Corporate Team of the Year (The Lawyer Awards)

• Gold Award for Added-Value 2012 (Iberian Lawyer)


USP Hospitales Spain

Healthcare, Hygiene, Medical

Aesthetics and Cosmetics

Doughty Hanson

RBS - The Royal Bank of Scotland;

Barclays Bank Private Shareholders

355

Extresol II Spain SolarEuropean Sustainable

Power Fund 2 (ESPF-2); GE Energy Financial Services

ACS 111,1

Ovelar Merchandising Spain Marketing and Advertising Fondo Nazca III Tandem Capital


Hidrodata (Former Eissl Wind) Spain Wind HgCapital Caixa Catalunya

(CatalunyaCaixa) 14

Solwindet El Conjuro Spain Wind Taiga V Hidrodata (Former Eissl Wind) 7,5

TRANSACTIONS

*Includes closed transactions in 2012 Source: www.TTRecord.com


Logo

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TARGET PAÍS SUBSECTOR COMPRADOR VENDEDOR IMPORTE (EUR m)

BIRD & BIRD ID in TTRecord.com: 2368

ABOUT US

Lourdes AyalaSocia Corporate and M&A

Andrés LorrioSocio, B&F

Manuel ContheOf-counsel, Arbitraje

Coral YáñezSEC, Energía

José María CusíSocio, Tax

Javier Fernández-SamaniegoSocio director, Comercial/IT

Antonio CreusSocio, EU&Competition

Adela GómezSEC, Communications

Manuel LobatoSocio, IP

Antonio CuetoSEC, IP

Raquel BallesterosSocia, Public

Hermenegildo AltozanoSocio, Energía

TEAM


Nº of employees 320

PROFILE

Adress Jorge Juan, 8 - 1ª 28001 Madrid

Telephone (+34) 915 145 000

Website www.twobirds.com

Bird & Bird

There are three key things that set Bird & Bird apart from our competitors; our deep industry knowledge, excellence in client service and international reach. Our passion for the Aviation, Aerospace, Communications, Electronics, Energy & Utilities, Food & Beverage, Financial Services, IT, Life Sciences, Media and Sport sectors means that we are continuing to attract the brightest and best lawyers in these industries to work with us. We organise our people and their expertise around our clients’ needs, providing useful tools that make their lives easier. As well as our 25 offices across Europe, Asia and the Middle East and our formal ties with five leading independent law firms, we have established a network of the best local advisors around the world.

Since Bird & Bird launched its Madrid office in September 2005, the office has firmly positioned itself among the leading commercial law firms operating in Spain with deep client and industry sector knowledge and consistent high quality in all its practices.

Our team in Madrid is formed by over 50 lawyers, 7 of them partners, who offer a full service in the same tradition as that offered in Bird & Bird’s other offices around the world, combining domestic strength and international capability. We also boast of a good mix of work across all of Bird & Bird’s practice areas and a wide array of clients.

Bird & Bird (Spain) LLP opened in September of 2005 and since then has grown to a serious contender – a full-service sector-focused firm with over 50 lawyers.

Our Corporate-Finance team team has experience of handling the widest range of transactions, from start-ups to the largest and most complex deals, whether cross-border or domestic. Its main areas of expertise are mergers & acquisitions, spin-offs, joint ventures, corporate and debt restructurings and general corporate advice. Our clients range from multinationals to SME’s and entrepreneurs.

SPAIN


Planta de Regasificación Altamira Mexico Oil and Gas Vopak

EnagásTotal;Mitsui & Co Royal Dutch Shell 295,93

GNL Quintero Chile Oil and Gas Enagás British Gas Group 272Naturgas Energía

Transporte (antigua Gas Euskadi)

Spain Oil and Gas Enagás Transporte EDP - Energias de Portugal 245

Renovalia Reserve España y Hungary Wind Freif Eurowind

Holdings Renovalia Energy 100

Desertsol; Tarata del Sol; Aladinsol;Gartensonne Spain Solar Grupo Gransolar Solon Investments 47

Ercros Spain Chemical and Chemical Materials

Yorkville Advisors Capital Dutch Private Shareholders 25

Cretaprint Spain Printing and Binding EFI Print Private Shareholders 24

Senerest Group Spain Tourism, Hotels and Restaurants GED Private Shareholders 15

Planta Fotovoltaica La Rinconada Spain Solar Ellomay Capital Conergy España 7

GEA Refrigeration Ibérica Spain Steel, Metallurgy and

Industrial ProductionGEA Refrigeration

Netherlands Private Shareholders 3,6

Librería La Central Spain Media, Multimedia and Editorial

Giangiacomo Feltrinelli Editore Private Shareholders ND

Medinsa SpainPharmaceutical,

Parapharmaceutical and Cosmetics

Lindopharm Grünenthal Pharma (España) ND

Sindelantal.com Spain Internet Just Eat España Private Shareholders ND

TRANSACTIONS

Partner Lourdes Ayala has extensive experience in mergers and acquisitions, private equity and venture capital deals. This includes advising institutional and industrial clients in major national and cross-border complex transactions such as leveraged buyouts (LBOs), management buyouts (MBOs), joint ventures, taking of majority or minority stakes, share deals and asset deals across a wide range of sectors. Lourdes also has particular expertise in transactions with a strong real estate element, as well as in corporate restructuring (mergers, spin-offs) and debt restructuring.

Partner Andrés Lorrio has extensive experience in the full scope of banking and financial transactions, advising both lenders and borrowers in a large number of financings, including acquisition and takeover financings, corporate facilities, project funding, structured finance and derivatives, asset finance (including real estate, shipping and aircraft), banking dispute resolution, corporate restructurings, real estate, insolvency and distressed/defaulted debt transactions.

Partner Hermenegildo Altozano specialises in energy, advising on transactions and projects in Spain and Latin America (especially in Cuba), and provides investment protection and arbitration advice related to Latin American operations.

Of-Counsel Manuel Conthe focuses on arbitration, banking and financial services and competition law. He is a lawyer and an economist with extensive expertise in corporate governance, securities and bond markets, as well as banking and financial regulation and is arbitrator in commercial and international investment disputes.

*Includes closed transactions in 2011 and 2012 Source: www.TTRecord.com


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TEAM

Miguel Caetano de FreitasFounder & Managing [email protected]

Sofia Almeida [email protected]

Filipa Correia [email protected]

Maria Câmara PestanaSenior [email protected]

Ana Menezes MonteiroSenior [email protected]

PROFILE


Nº of employees The firm currently employs 20 professionals.

Adress Av. 24 de Julho, Nº 68 E 1200-869 Lisboa

Telephone (+351) 213 170 620

Website www.caetanodefreitas.com

CAETANO DE FREITAS & ASSOCIADOS ID in TTRecord.com: 4118

PORTUGAL

ABOUT US

Caetano de Freitas & Associados

We believe in Man, in his unique, unmatched characteristics and in his ability to create and work for a fairer and more humane world.

We trust in the creativity and talent that we each possess to make the difference at every moment, to ourselves and to others, between riches and poverty, between happiness and misery, between ethical and unethical behaviour.

We believe that each of us is accountable to ourself and to others for the way we live. We strive for a clear and faithful definition of contract conditions and do not intentionally allow ambiguity to creep into any clause in order to enable somebody to benefit from it.

We aim for mutual respect for the agreed conditions, and where this is not possible, we draw solutions from the best market practices in line with the reasonable judgment of a bonus pater familias. We adopt the principle of reasonable prudence, constantly analysing and reviewing the risks, anticipating problems and expediting solutions.

Practice areas:

Tax (Tax consultancy and Tax struturing); Corporate, M&A and Similar Transactions; Financing and Capital Raising; Governance and Risk Management (anti-bribery and corruption procedures, balance sheet mana-gement, corporate governance and tax risk management); Critical Contracts; Investment Funds (Asset management start ups, spin outs and investments; fund formation; management and advisory agreements) Intellectual property and Information Technology (data protection and privacy); Litigation, Arbitration and Dispute Resolution (Corporate and Commercial Litigation, Corporate Criminal Liability, Insolvency, Post M&A disputes, Tax investigations and Disputes and Banking and Financial Services.


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PROFILE

TEAM

ABOUT US

CMS Albiñana & Suárez de Lezo

Is one of the most established and prestigious law firms in Spain, with around 100 lawyers providing a first-class service to our clients. We combine tradition and innovation with experience and creativity in order to ensure the client is fully and completely satisfied. We offer comprehensive legal and tax advice within our areas of expertise, enabling us to attend to all clients’ requirements throughout all areas of law.

We concentrate all of our efforts on understanding the unique demands and challenges of each market sector and providing a service that is tailored to the particular needs and requirements of each client, main-taining a consistently high level of quality in our work.

CMS Albiñana & Suárez de Lezo belongs to the CMS Organization, composed of approximately 2,800 lawyers located in 54 offices, which enables us to provide comprehensive advice across Europe and throughout every practice area. In this way we are able to enjoy the advantages of an international firm, while maintaining our local identity and expertise.

César AlbiñanaManaging [email protected]

Rafael Suárez de LezoManaging [email protected]

Start of Activity 1930 (1991 in Madrid)

Nº of employees The firm currently fields in excess of 150 professionals in Spain.

Adress Calle de Génova 27 28004 Madrid

Telephone (+34) 914 51 93 00

Website www.cms-asl.com

CMS ALBIÑANA & SUÁREZ DE LEZO ID in TTRecord.com: 750

SPAIN

TRANSACTIONS


Maxam (antigua Unión Española de Explosivos) Spain Chemical and

Chemical MaterialsAdvent International

EspañaVista Capital

Portobello Capital 230

Avanza Externalización de Servicios Spain Consultancy, Audit

and EngineeringAxis Participaciones

Empresariales Private Shareholders 8

Avanza Externalización de Servicios Spain Consultancy, Audit

and EngineeringBaring Private Equity Partners Private Shareholders 8

Informa Perú Peru Media, Multimedia and Editorial Equifax Perú Informa D&B 5

Gabinete Médico Velázquez Spain


and CosmeticsUnilabs Diagnósticos Private Shareholders ND

Red Coruna Spain Internet Host Europe Private Shareholders ND

Offices

Aberdeen, Algiers, Amsterdam, Antwerp, Barcelona, Beijing, Belgrade, Berlin, Bratislava, Bristol, Brussels, Bucharest, Budapest, Casablanca, Cologne, Dresden, Dubai, Duesseldorf, Edinburgh, Frankfurt, Hamburg, Kyiv, Leipzig, Lisbon, Ljubljana, London, Luxembourg, Lyon, Madrid, Milan, Moscow, Munich, Paris, Prague, Rio de Janeiro, Rome, Sarajevo, Seville, Shanghai, Sofia, Strasbourg, Stuttgart, Tirana, Utrecht, Vienna, War-saw, Zagreb and Zurich.

Practice Areas

• Corporate / M&A

• Banking and Finance

• Capital Markets

• Tax

• Employment

• Public and Regulatory Law

• Litigation

• Competition Employment

• Intellectual Property



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Our firm is an international benchmark for business law in Spain and Portugal. It is the result of the merger of two of the largest and most prestigious Iberian law firms: Cuatrecasas (Spain) and Gonçalves Pereira, Castelo Branco (Portugal).

Specialties and experience

Providing top-quality advice for almost 100 years, we have extensive experience in all areas of business law, with more than 35 specialist fields. We combine traditional legal practice with in-depth knowledge of the specialty required in each case, as well as thorough knowledge of the economic sector and geographic area in question.

Offices

We have 25 offices in cities in Europe, America, Asia and Africa, where we advise on Spanish, Portuguese, French, Moroccan and European Union law. The firm stands out for its work in the Iberian, Latin American, and African legal services markets.

Transactions and clients

The firm advises, year after year, on some of the most important strategic transactions in the Iberian market. Many of our clients are leading companies on the Iberian Peninsula: we represent over 70% of the leading listed Spanish (Ibex 35) and Portuguese (PSI20) companies, and many of those listed on the Euro Stoxx 50.

ABOUT US

Emilio Cuatrecasas President

Rafael FontaGeneral Manager

TEAM


Nº of employees

PROFILE

CUATRECASAS, GONÇALVES PEDREIRA ID in TTRecord.com: 358

More than 950 lawyers, 251 of them partners, providing legal advice in all areas of business law.

Adress Paseo de Gracia, 111, 08008 Barcelona, España Telephone (+34) 932 905 500

Almagro, 9 28010 Madrid, España Telephone (+34) 915 247 100

Website www.cuatrecasas.com

Adress Praça Marquês de Pombal, Almagro, 9 1250-160 Lisboa Telephone (+351) 21 355 38 00

SPAIN PORTUGAL

Financial and commercial practice

Our financial and commercial practice is a recognized leader in international legal yearbooks. Over 300 lawyers offer legal advice to state-owned and private companies, and national and international groups, advising our clients on all legal aspects of their business activity.

M&A and Capital Risk Our M&A Practice is a recognized leading practice on the Iberian Peninsula and in the international legal market. It advises on large and complex transactions, and has been involved in many of the most important M&A and private equity transactions. Since 2006, we lead the ranking of M&A transactions for the Iberian Peninsula.

Capital markets Our lawyers have extensive experience in capital markets, advising Spanish and Portu-guese listed companies as well as international companies with interests on the Iberian Peninsula. We have advised on some of the largest initial public offerings and takeover bids that have taken place in Spain and Portugal in recent years, being one of the few national firms with broad experience in all types of debt issuance and placement.

Finance Our Finance Practice advises on structuring and implementing all types of financing, fixed-income and structured transactions, and securitization, both national and international. In 2011, Financial Times acknowledged us as the “Most innovative law firm in client service.”

Awards

Mejor despacho en servicio al cliente en España

International Law Office, 2012

Firma europea del añoThe Lawyer, 2011

Firma ibérica del añoThe Lawyer, 2011

Cuatrecasas, Gonçalves Pereira lidera el ranking

“Best Lawyers” en EspañaBest Lawyers, 2011

Mejor firma en innovación al servicio del cliente

Financial Times, 2011

Mejor firma de abogados ibérica del añoFinancial Times-

Mergermarket, 2010

Mejor firma de abogados españolaInternational Legal

Alliance Summit, 2010

Firma Top rankedChambers & Partners,

European Legal 500, IFLR, PLC Which Lawyer


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ABOUT US

Clifford Chance

Is the leading international law firm with a very consolidated position in the main industry sectors providing seamless legal advice.

Established in Spain in 1980, we are backed by more than 30 years of experience. With offices in Madrid and Barcelona, we are a team composed by 150 lawyers of which 23 are partners.

We take an active role in major transactions on a national and international level and we are a leading firm in the main sectors of the economy. We have a dedicated group of lawyers pooling different areas of legal knowledge and collaborating across jurisdictions

Areas of expertise

Commercial and corporate, finance and banking, public law, competition and EU law, real estate, litigation, tax, labor and intellectual property.

Jaime Velázquez

[email protected]

Ignacio Ojanguren

[email protected]

José María Fernández-Daza

[email protected]

Javier García de Enterría

[email protected]

Javier Amantegui

[email protected]

TEAM


Nº of employees The firm has a team of 150 lawyers of which are 23 partners, who are experienced in pooling different areas of legal knowledge.

PROFILE

Adress Paseo de la Castellana, 110 28046 Madrid

Av. Diagonal, 682 08034 Barcelona

Telephone (+34) 915 145 000

Website www.cliffordchance.com

CLIFFORD CHANCE ID in TTRecord.com: 708

SPAIN


Kemble Water United Kingdom Water and Sanitation China Investment

Corporation (CIC)Santander Private Equity

Finpro 600

Maxam (antigua Unión Española de Explosivos) Spain Chemical and

Chemical MaterialsAdvent International

EspañaVista Capital

Portobello Capital 230

British Midland International

United Kingdom

Transports, Aviation and Logistics

IAG - International Airlines Group Lufthansa 210,86

Extresol II Spain Solar

European Sustainable Power

Fund 2 (ESPF-2), GE Energy

Financial Services

ACS 111,1

Bodegas LAN Spain Food Sogrape Vinhos Private Shareholders Mercapital 50

Cretaprint Spain Printing and Binding EFI Print Private Shareholders 24

SSIE Iluminación Eficiente Spain


Wood and TimberStep Up Capital Private Shareholders 0,2

La Sexta Spain Media, Multimedia and Editorial Antena 3 - ND

Consulnor Spain Consultancy, Audit and Engineering Banca March Private Shareholders ND

Dorna Spain Marketing and Advertising

CPP Investment Board

Bridgepoint España Private Shareholders ND

TRANSACTIONS

After more than 30 years in the Spanish market, we have developed close relationships with the main regu-latory bodies and the public administrations. The relationship is based on continuous work done for clients vis-à-vis such institutions and the professional background of our partners.

Awards

• International Law Firm of the Year (Chambers Excellence Awards 2013)

• European Law Firm of the Year (Chambers Excellence Awards 2013)

• Spanish Law Firm of the Year (Chambers Excellence Awards 2012)

• International Law Firm of the Year (IFLR European Awards 2011)

• International Law Firm of the Year (PLC which lawyer? Awards 2009)



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PROFILE

Alejandro Alonso [email protected]

Javier Lasa [email protected]

Jesús Varela Ferná[email protected]

José María Buxeda MaisterraManaging [email protected]

Lourdes Pérez-Luque [email protected]

Juan Ignacio AlonsoManaging [email protected]

TEAM

Start of Activity The firm was formed in 2013 by the combination of international law firm Salans, Canadian law firm Fraser Milner Casgrain (FMC) and international law firm SNR Denton.

Nº of employees The firm has 45 professionals in Spain

Adress Calle José Ortega y Gasset, 29 28006 Madrid

Telephone (+34) 91 43 63 325

Website www.dentons.com

DENTONS ID in TTRecord.com: 1141

SPAIN

Dentons

Is a global law firm formed in 2013 by the combination of international law firm Salans LLP, Canadian law firm Fraser Milner Casgrain LLP (FMC) and international law firm SNR Denton. It becomes the seventh-largest law firm in the world with more than 2,500 lawyers and professionals in 79 locations in 52 countries in the most relevant finance centers and business hub in the world.

Dentons brings together top tier talent with deep expertise in all areas of commercial and business law and with a recognised experience in Latin America.

Offices:

In Spain, the firm has offices in Madrid and Barcelona. Its international offices are in total 79. In Europe, with an important presence in United Kingdom, and Berlin, Bruselas, Frankfurt, Paris and Zurich. Also has 15 branches in USA, six in Canada, over 20 in Africa and eight in Asia, among others.

Practice areas

• Banking and Finance

• Corporate / M&A

• Employment

• Energy

• Arbitration, Litigation and Alternative Dispute Resolution

• Real Estate

• PPP and Infrastructure

• Reorganization, Restructuring & Insolvency

• Regulatory & Public Law

• Tax

ABOUT US


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DLA PIPER ID in TTRecord.com: 1615

PROFILE

DLA Piper

The law firm DLA Piper is the result of the merger, in 2005, of the UK law firm DLA and the US law firm Piper Rudnick and Gray Cary Ware &Freidenrich.

The Corporate practice is comprised of 20 lawyers providing advice on Corporate Finance transactions. This team deals with M&A transactions, including capital markets and Pri-vate Equity. The Corporate team's structure at DLA Piper's Madrid office is devoted to providing a high quality service, with full availability of the partners, and a high level of inte-gration among all the departments and international offices.

Its global nature enables the firm to understand the stra-tegic, corporate and legal needs of clients wherever they have presence, and consequently to provide a most effi-cient advice.

Main tasks performed by the corporate finance team

DLA Piper provides its clients with comprehensive advice on all corporate aspects of their transactions of M&A and Private Equity:

• Analysis, legal and tax advice on the designing of the relevant transaction

• Legal, labour and tax due diligence

• Advising and negotiating all the transaction's agreements

• Financing and executing the transaction

• Continuous advice to the target company or on any dispu-tes arising among shareholders

• Liaison with the Stock Market National Commission [CNMV], as necessary

ABOUT US

José Antonio Sánchez-DafosPartner [email protected]

Juan PicónSenior Partner DLA [email protected]

Ignacio Gó[email protected]

Joaquín Echá[email protected]

Teresa ZuecoOf [email protected]

Pilar [email protected]

Juan Jimé[email protected]

Jesús [email protected]

Javier [email protected]

Carlos Rodrí[email protected]

Orson [email protected]

Luis Martí[email protected]

TEAM


Nº of employees DLA Piper is a global law firm with 4,200 lawyers located in more than 30 countries throughout the Americas, Asia Pacific, Europe and the Middle East, positioning us to help companies with their legal needs anywhere in the world. DLA had been present in Spain since 2002. Currently, DLA Piper Spain office has more than 80 lawyers.

Dirección Paseo de la Castellana, 35 28046 Madrid

Teléfono (+34) 913 19 12 12

Website www.dlapiper.com

ESPAÑA

TRANSACTIONS

The firm is involved in mergers and acquisitions, divestments, joint ventures, MBOs, MBIs, BIMBOs, PtoPs and other tran-sactions, within all sectors. Additionally, the firm provides full advice on stock market matters, including Takeover Bids, IPOs, Public Stock Offerings, listings in the alternative stock market, etc.

The Corporate team has wide and long experience, after having been involved in some of the most relevant transactions in the sector over the last years. The technical skills and high motivation of the lawyers, as well as the direct implication of the partners in all matters are key aspects in the added value legal advice provided by the firm. Particularly, without prejudice to its excellent reputation within the Spanish market, the firm has wide experience in multijurisdictional transactions, where coordination, uniformity and quality of all the offices involved are essential.

The team also deals with the design of capital risk structures, attending both to domestic and international aspects.

Areas of practice

With a clearly differentiating character, DLA Piper's Madrid office has its own additional departments specialized, among others, in matters highly relevant to the scope of corporate transactions, as follows:

• Tax law

• Real estate and planning law

• Competition and regulatory law

• Banking, finance and energy law

• Litigation law

• Intellectual property, technology, media and communication

• Employment law

• Restructuring


ZIV Aplicaciones y Technology Spain Technology Crompton Greaves Dinamia


Spectrum Group International

United States Financial and Insurance Private Shareholders Afinsa 47,84

ELIX Polymers SpainGlass, Ceramic, Paper, Plastics,

Wood and Timber

Sun European Partners Styrolution 30

Residencia Universitaria Benito Pérez Galdós Spain Other Services Knightsbridge

Student Housing Private Shareholders 20

SIS - Sistemas Integrales Sanitarios Spain Waste Management,

Pollution and Recycling Stericycle Europe Grupo Fundosa 16,4

Vértice Servicios Audiovisuales Spain Media, Multimedia

and EditorialH.I.G. Europe Capital

Partners Spain Vértice 360 16

Toprural Spain Internet HomeAway Bonsai Venture Capital Private Shareholders 14

Vivia Biotech Spain Biotechnology Bioanalítica Inversiones, Jeremie

Suan Biotech ADE Capital Sodical Private Shareholders

7,2

Imaste-ips Spain Internet ON24 Private Shareholders 6

Fidotec SpainHealthcare, Hygiene, Medical Aesthetics

and CosmeticsStericycle Europe Private Shareholders 5



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PROFILE

ABOUT US


We are an independent Iberian law firm and our aim is to provide first rate value to our clients through innovative, practical and successful legal strategies.

This is possible thanks to:

• the in-depth legal knowledge of our 270 lawyers

• in-depth understanding of our clients’ business and the ability to anticipate their needs

• our dedication and commitment

• the long-standing professional relationships we build with our clients

Fernando de las [email protected]

José María Á[email protected]

Sergio Antó[email protected]

Estibaliz [email protected]

Alfonso [email protected]

Almudena Arpón de Mendívil y [email protected]

Rubén [email protected]

Iñigo [email protected]

Francisco [email protected]

Francisco [email protected]

Daniel Marí[email protected]

Manuel Martín Managing [email protected]

Richard [email protected]

Mónica [email protected]

José Ángel [email protected]

TEAM


Nº of employees Our firm has 270 lawyers (62 partners), located in ten offices in five different countries (Spain, United Kingdom, United States of America, Portugal and Belgium). We are highly trained professionals who understand the business of our clients and are coordinated to bring extra added value through innovative solutions of maximum legal security.

Adress Castellana 216 28046 Madrid

Telephone (+34) 915829100

Website www.gomezacebo-pombo.com

GOMEZ-ACEBO & POMBO ID in TTRecord.com: 304

SPAIN

TRANSACTIONS


Neo Metrics Spain Consultancy, Audit and Engineering Accenture (España) Private Shareholders 12,6

Iriscrom Spain Fashion and Textile BC Fabrics Private Shareholders 5

Tap Tap Networks Spain Technology CDTI Nauta Tech Invest III Private Shareholders 3,55

Busuu.com Spain Internet Private Shareholders PROfounders Capital - 3,5

Teamlog Ibérica Spain Consultancy, Audit and Engineering Cibernos Servicios Groupe Open 2

Smart Human Logistics Spain Consultancy, Audit and Engineering Kronos Private Shareholders ND

Sindelantal.com Spain Internet Just Eat España Private Shareholders ND

Torraval Cooling (SPX Cooling Ibérica) Spain Steel, Metallurgy and

Industrial Production MITA PHI Industrial ND

• our working method: by creating multidisciplinary teams led by one or more partners who interface with the client, ensuring that the best experts participate effectively in each case

• an Academic Council founded in 1988, composed of professors in different areas of law, all leaders in their respective fields, and who work together with the lawyers to cover the specific needs of each client and case, thereby ensuring advice of the highest standards.

To achieve these objectives we recruit some of the finest young lawyers in the profession who are offered a compelling challenge in an environment that allows them to develop their capabilities to the full, recei-ving expert training in legal matters, languages and communication skills and to improve management and negotiation capacities. Moreover, the majority of our professionals bring to the Firm knowledge of other jurisdictions as a result of internships at leading international law firms in the European Union, the United States and Japan.

Corporate • Mergers and acquisitions• National and international commercial contracts• Company law• Joint ventures / Partnership agreements• Venture capital operations• Insurance• Maritime law• Insolvency• Strategic alliances• Application of UNCITRAL rules

• Retail

• Commercial, agency, logistic and selective network distributions.

Mergers and Acquisitions• Acquisitions• Corporate transactions and structural amendments• Capital Market transactions• Debt• Disinvestments



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HERBERT SMITH FREHILLS SPAIN ID in TTRecord.com: 1422

Álvaro SainzMadrid Senior partner [email protected]

Miguel RiañoMadrid Managing [email protected]

Nicolás Martí[email protected]

Ignacio [email protected]


Gonzalo Martín de Nicolá[email protected]

Alberto [email protected]

Eduardo [email protected]

Manuel RiveroOf [email protected]

Maite HernándezOf [email protected]

Álvaro PascualOf [email protected]

Marta SánchezOf [email protected]

Javier de CarvajalOf [email protected]

Javier GómezOf [email protected]

TEAM

Start of Activity Madrid in 2009

Nº of employees Our team in Spain is made up of 70 professionals led by eight partners

PROFILE

Adress Paseo de la Castellana 66 28046 Madrid

Telephone (+34) 91 423 4000

Website : www.herbertsmithfreehills.com

SPAIN

TRANSACTIONS


Citer Atesa Spain Transports, Aviation

and Logistics Enterprise Holdings PSA Peugeot Citroën 440

Rumbo Spain Internet Bravofly Orizonia Corporación Telefónica 74

Vértice Servicios Audiovisuales Spain Media, Multimedia

and EditorialH.I.G. Europe Capital

Partners Spain Vértice 360 16

HDM Group (Regenersis Spain desde 2012) Spain Technology Regenersis Private Shareholders 6,5

Herbert Smith Freehills Spain

Herbert Smith Spain LLP opened its office in Madrid in 2009 by a high-profile and renowned Spanish team of lawyers. In October 2012, Herbert Smith merged Freehills, creating a new global law firm, Herbert Smith Freehills. Herbert Smith Freehills Spain is part of this global network

With 2,824 lawyers in offices spanning Asia, Australia, Europe, the Middle East and the US

Our team in Spain is made up of 70 professionals led by eight partners

Key clients

main IBEX 35 companies and other important local and multinational clients with operations and interests in Spain and in the rest of the world.

In 2012, Herbert Smith Freehills Spain was awarded the third prize in the "Value-add 2012" and was voted as finalist in the "Most trusted Legal Advisers 2012" categories in Iberian Lawyer's Gold Awards. In 2011, the firm. won The Lawyer European award for ‘Best Overseas Office’, just two years after opening.

International network

Abu Dhabi, Bangkok, Beijing, Belfast, Berlin, Brisbane, Brussels, Dammam*, Doha, Dubai, Frankfurt, Hong Kong, Jakarta*, Jeddah*, London, Madrid, Melbourne, Moscow, New York, Paris, Perth, Riyadh*, Seoul, Shanghai, Singapore, Sydney, Tokyo.

*Associated firms

ABOUT US

Key practice areas:

• Corporate / M&A

• Energy and infrastructure

• Dispute resolution

• Finance

• Tax

• Restructuring and Insolvency

• Private equity

• Public law and Regulatory

• Employment

• Environment and Land planning

• Competition / EU law

• Consumer products

• Real estate

• IP/TMT



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Osborne Clarke

We are an international law firm with extensive experience in Spain. We have a longstanding history of more than 25 years providing advice to national and international clients, many of them leaders in their respective markets.

ABOUT US

Tomás DagáManaging [email protected]

Nuria MartínManaging [email protected]

Rafael MontejoManaging [email protected]

Jordi Fá[email protected]

Jordi Muixí[email protected]

Raimon [email protected]

David [email protected]

Luís [email protected]

Ángel Garcí[email protected]

Daniel Riopé[email protected]

David [email protected]

Rafael García del [email protected]

Eva [email protected]

Silvia [email protected]


TEAM


Nº of employees We currently have a panel of over 50 lawyers distributed between our Barcelona and Madrid offices, 15 of which are partners.

PROFILE

Adress Av. Diagonal, 477, planta 20 08036 Barcelona Telephone (+34) 93 419 18 18

Pº de la Castellana, 52, planta 6. 28046 Madrid Telephone (+34) 91 576 44 76

Website www.osborneclarke.com

OSBORNE CLARKE ID in TTRecord.com: 11264

SPAIN

TRANSACTIONS


MQ1 Yeeday Spain Technology Tiger Global Management ND 3

VCN Biosciences Spain Biotechnology Gri-Cel Private Shareholders 1,5

Nanotherapix Spain Biotechnology Grifols ND 1,5

Sinexia Corporación Tecnológica Spain Automoción y Vehículos

Recreacionales Audatex España ND ND

Lermont Plastics Spain Chemical and Chemical Materials Vink Holdings ND ND

Robot Media Spain Technology E42 Ventures ND ND

Mandriladora Alpesa SpainGlass, Ceramic, Paper, Plastics,

Wood and Timber

Accionistas fundadores Corenso France ND

Araclon Biotech Spain Biotechnology Gri-Cel Private Shareholders ND

We have a clear international vocation. From our headquarters in Barcelona and Madrid we regularly coor-dinate international transactions with our offices in the United Kingdom (London, Bristol and Thames Valley), Germany (Cologne, Munich and Hamburg), Italy (Milan, Rome, Brescia and Padua) and Silicon Valley (Palo Alto). In total, our clients have access to more than 550 lawyers capable of providing practical and imagina-tive legal services tailored to the needs of each individual case.

Our Corporate and M&A team boasts extensive experience in mergers and acquisitions. Our lawyers have played a leading role in some of the most relevant corporate transactions carried out by Spanish companies in recent years, among them, the acquisition by Grifols of the US company Talecris Biotherapeutics in 2011.

We have therefore in-depth knowledge of the peculiarities and problems associated with such transactions from a commercial, financial, labor, tax and regulatory point of view.

At Osborne Clarke we believe that we cannot provide quality advice without knowing our clients' business. We work with industries we know and understand. And we love being creative. This is why we are a leading law firm in sectors such as Digital Business, Life Sciences, Energy , Financial Services, Retail, Real Estate and Infrastructures.



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ABOUT US

Perez-Llorca

Independent law firm dedicated to providing legal advice to national and foreign companies in the main areas of Spanish law.

Among our clients are high-profile financial institutions, listed and unlisted companies as well as prestigious foreign la firms.

The Corporate team offers comprehensive legal advice to both public capital companies and private capital corporations, and the lawyers often take part in complex cross-border transactions. Their practice encompasses advice to clients in all areas of the economy and in every phase of their corporate existence: from incorpora-tion, financing, international expansion to their possible integration in complex corporate structures or, where necessary, their sale or financial restructuring. Additionally, the team has developed broad and sophisticated expertise in mergers and acquisitions, capital markets, corporate governance and restructuring, banking, tran-sactions related to the energy sector, financing, development and purchase of projects and assets.

PROFILE

TEAM

Pedro Pérez-LlorcaSocio [email protected]

Fernando [email protected]

Fausto [email protected]

Iván [email protected]

José Luis Garcí[email protected]

Luis [email protected]

Vicente [email protected]

Carmen Reyna [email protected]

Alejandro Osma Jimé[email protected]

Gerard [email protected]

Sergio Agü[email protected]


Nº of employees Currently employing more than 110 lawyers, including partners.

Adress Paseo de la Castellana, 50 28046 Madrid Telephone (+34) 91 436 04 20

Website www.perezllorca.com

C/ Diputació, 260, 4º 08007 Barcelona Telephone (+34) 93 481 30 75

PEREZ-LLORCA ID in TTRecord.com: 1377

SPAIN

TRANSACTIONS


Banco Pastor Spain Financial and Insurance Banco Popular - 1.362,00

Flightcare Spain Transports, Aviation and Logistics Swissport Handling FCC Versia 135

Afina Spain Technology West Group Private Shareholders 50

Volotea Spain Transports, Aviation and Logistics

Private Shareholders CCMP Capital

Advisors Sinaer Inversiones

FESpyme

- v40

Valoritzacions Agroramaderes Les Garrigues

Spain Biomass Fenice Instalaciones Ibérica

Comsa Emte Energías Renovables

Abantia E.ON Renovables

15

Alentia Biotech SpainPharmaceutical,

Parapharmaceutical and Cosmetics

Grupo Ferrer Laboratorios Rovi ND

Red Coruna Spain Internet Host Europe Private Shareholders NDCentro Comercial Nueva

Condomina Murcia Spain Distribution and Retail BNP Paribas British Land ND

Gestión Tributaria Territorial Spain Consultancy, Audit

and Engineering Nansa Capital

Confederación Española de Cajas de Ahorros (CECA)

Lico Corporación Private Shareholders

ND

Professional Memberships

• Spanish Section of the International Law Association (ILA)

• International Chambers of Commerce (ICC)

• Asociación Española para la Defensa de la Competencia (AEDC)

• The London Court of International Arbitration (LCIA)

• International Bar Association (IBA)

• Union Internationale des Avocats (UIA)

• Asociación Española de Directivos (AED)

• Club Español de Arbitraje (CEA)

• Asociación Española de Entidades de Capital Riesgo (ASCRI)

• Otras

Speciality Practice Areas

Corporate, Private Equity, Mergers and Acquisitions, Administrative Law, Arbitration, Tax, Real Estate, Labour Law, Capital Markets, Intellectual Property, Regulated Sectors, Antitrust, Banking and Finance, Restructuring and Insolvency, Energy, Tax Inspections Litigation, White Collar Crime, Projects.

Emphasized sectors

Financial and Insurance, Private Equity, Construction, Sports, Energy, Biotechnology, Food Industry, Infraes-tructures, Real State, Internet y New Technologies, Leisure and Tourism, Retail, Transport and logistics, apart form others.



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ABOUT US

Ramón Hermosilla & Gutiérrez de la Roza

The Firm was founded in 1959 by Mr. Ramón Hermosilla Martín. It has grown since then, responding to its clients’ needs, extending its fields of action and incorporating specialised lawyers in various matters.

Due to its long experience and professionalism, RHGR is backed up by a large number of loyal clients, both in Spain and abroad, including some of Spain’s leading companies in many sectors, such as telecommunica-tions, energy, real estate, banking, etc.

Furthermore, the firm provides advice to small companies and individuals in all fields, in a personal and individualised manner.

Ramón Hermosilla Martí[email protected]

Ramón Hermosilla [email protected]

Bernardo Gutiérrez de la RozaManaging [email protected]

Pedro Rodríguez RoderoManaging [email protected]


Nº of employees The firm has over 70 professionals in Spain

Adress Pº de la Castellana, 55 28048 Madrid

Telephone (+34) 91 431 30 00

Website www.rhgr.com

RAMÓN HERMOSILLA & GUTIERREZ DE LA ROSA ID in TTRecord.com: 1258

SPAIN

TRANSACTIONS

International Network

ONTIER is our own international legal brand with offices in Europe, Asia, and Latinoamerica, providing local and international legal advice to our clients. The firm is an entirely new concept that brings together the soul of a local firm, which is very close to its clients, with the tools of a great global firm. ONTIER is the result of the demands of our clients.

Practise areas

Bankruptcy and Restructuring, Commercial (Corporate, Contracts), Mergers & Acquisitions, Succession in Companies and Family Protocol,Securities Markets, White Collar Crimes, Public Law, Real Estate, Urban Planning, Financial, Employment, Tax, Wills and Succession Law, Industrial & Intellectual Property and New Technologies, Energy, Insurance and Maritime and Aviation.

Other Offices

We also have offices in Oviedo and Santander (Spain); Lisbon (Portugal); London (United kingdom.); Bogotá (Colombia); México D.F. (Mexico); Caracas (Venezuela); Santa Cruz (Bolivia); Asunción (Paraguay); Shanghai (China); Sao Paulo (Brazil); Panamá.


Hiperdino Spain Distribución y Retail AJA Inversiones Dinosol 49

Sistemas Avanzados de Control (SAC) Spain Technology Arteche Private Shareholders 35

Real Oviedo Spain Sports and LeisureReal Madrid

Private Shareholders Inmobiliaria Carso

- 4



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ACCURACY ID in TTRecord.com: 388

ABOUT US

Accuracy

Accuracy’s key attributes are its independence and its quality standards. We do not carry out any regulated professional activities which guarantees that our work is performed objectively and professionally, whilst also ensuring total dedication to the best interests of our clients. Accuracy’s identity relies on hiring and training the best consultants, who become over the years recognised experts in their fields. This philosophy can be summed up in a single expression: "Think Straight, Talk Straight."

Positioning policy

Today, Accuracy is the sole, truly independent European firm that can offer companies and their shareholders a global reach in financial consultancy services. To achieve this, Accuracy combines extensive know-how in areas such as auditing techniques, forensic accounting, valuations, financial modelling, financial forecasting and market analyses. We support our clients in a wide-range of situations including acquisitions, disposals, crisis, restructuring, litigation and dispute resolution.

Eduard Saura Managing Partner [email protected]

Miguel Viejo [email protected]

Jose Enrique Rovira [email protected]

Miguel Peleteiro [email protected]

Fernando Ramírez de [email protected]

Jose Enrique [email protected]

TEAM


Nº of employees The firm has over 220 professionals worldwide (36 partners) - 27 professionals in Spain (4 partners)

PROFILE

Adress C/ José Ortega y Gasset 22-24 28006 Madrid

Telephone (+34) 914 067 300

Website www.accuracy.com

SPAIN

Service offeringTransaction services: : buy-side financial due diligence and vendors’ due diligence, coordination of experts in other due diligence areas (tax, legal, IT, environmental...), SPA assistance, post-deal integration services.Litigation support: we provide Legal Departments and law firms with independent expert reports on all economic, financial and accounting aspects of the dispute. Our reports on damages and loss of profits comprehend a full range of situations and jurisdictions. They are adequately documented, presented in an understandable manner and authoritatively explained in cross-examination.

Valuation and transfer pricing: : assistance in the valuation of companies or financial instruments, fair-ness opinions, assistance in complex financial modeling, etc.

Corporate recovery: : Independent Business Review, feasibility plans, assistance in insolvency proceedings, assistance to investors to identify investment opportunities, assistance in collective dismissals (‘EREs’), etc.

Economic and Business Analysis: : competition analysis, critic analysis of projections, industry analysis, specific studies in the framework of the anti-trust regulations, etc.


Gasmedi SpainHealthcare, Hygiene, Medical Aesthetics

and CosmeticsAir Liquide Mercapital


GDS Correduría de Seguros Spain Financial and

Insurance Aon EswpañaMarch Unipsa

CaixaBank (Criteria CaixaCorp)

15,2

Hidrodata (Antigua Eissl Wind) Spain Wind HgCapital Caixa Catalunya

(CatalunyaCaixa) 14

Thales Information Systems Spain Technology Aurelius Thales España ND

Telindus España Spain Telecoms Corpfin Capital Telindus ND


TRANSACTIONS


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ABOUT US

AON M&A Solutions

Our aim is to provide added value to our clients through a specialized team of professionals with extensive experience in Mergers and Acquisitions, backed by the knowledge of the leading national and international insurance broker. As well as, in the area of human capital the consulting and outsourcing leader of human resources in the world. We know your business and we offer the best advice to identify, assess, quantify the risks inherent in the buying / selling / merging and so minimize, transfer or finance them at a minimum cost.

Jose María Allendesalazar CiervaDirector AMAS Spain(+34) 91 340 [email protected]

Lucas López VázquezProject Finance & Transaction Liability(+34) 91 [email protected]

Ana Isabel Dumlao Human Resources Consulting(+34) 91 340 [email protected]

Ana Isabel Dumlao Human Resources Consulting(+34) 91 340 [email protected]

Veronica SorensenClient Manager (+44) 0 207 086 [email protected]

Sandra de Soto Guardiola Project Manager(+34) 91 340 [email protected]

TEAM


Nº of employees The firm currently has over 835 professionals working in all major areas of consulting and risk and insurance brokerage.

Adress C/ Rosario Pino 14 - 16 Ed. TorreRioja 28020 Madrid

Telephone (+34) 91 340 56 05

Website www.aonamas.com

AON M&A SOLUTIONS ID in TTRecord.com: 2541

SPAIN


Atento Spain Telecoms Bain Capital Telefónica 1.051

Esmalglass SpainGlass, Ceramic, Paper, Plastics,

Wood and TimberInvestcorp 3i (España)

Private Shareholders280

Aprox

Maxam Spain Chemical and Chemical Materials Advent Portobello Capital

Vista Capital230

Aprox

Abertis Spain Roads and Highways OHLCriteria

CaixaholdingLa Caixa

ND

TRANSACTIONS

Our activities

Leaders in advising M & A transactions and project finance, we offer customized solutions addressing the needs of our clients, primarily through:

• Insurance Due diligence for national Insurance or crossbroder projects in M & A deals

• Expert advice on Project Finance processes for lenders. Specialists in Renewable Energy and Infrastructure nationally and internationally

• Design of specific products for transactions (Transaction Liability Products): Insurance Warranties and Indemnities, Tax opinion, Litigation Transfer, IPOs, Environmental and more

• Design solutions that optimize the return on the investments of our corporate clients and PE

• Human Resources Due diligence, focusing on labor liabilities and retention strategies and management of key talent

• Alternative Risk Transfer

• Business Continuity Plans

• Fund raising

• Deal sourcing



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ABOUT US

Auriga Global Investors

Auriga Global Investors is an independent brokerage firm registered before the CNMV in April 2007. Being one of the leading operators in Fixed Income and Equities in Spain, the firm is a member of Bolsas de Madrid and Barcelona, member of FINRA and an adhered entity to Iberclear. Moreover, Auriga is Broker-Dealer member of NASDAQ and authorized and regulated by the SEC.

Auriga operates a wide range of business lines.

In Spain

Special Solutions: alternative financing solutions, deal structuring, distressed debt deals.

Capital Markets:

Fixed Income: Auriga is one of the leading fixed income desks in Spain, specialized in illiquid bonds. Pan-European desk icomposed by 14 professionals from different nationalities.

Equities: Spanish Equities desk servicing hedge funds, foreign brokers and other Institutional investors.

Asset Management.

UCITS IV Auriga Investors Funds

SIFs

PIFs

Equities & Derivatives Retail Sales

Advisory on Risk Management

Íñigo Resusta Chairman

Diego García de la Peña

Director Advisory on Risk [email protected]

TEAM


Nº of employees The firm employs currently 120 professionals, distributed in its three offices: 70 in the Madrid office, 8 in the Barcelona office and 50 employees in the NY office.

PROFILE

Adress Cuesta del Sagrado Corazón, 6-8 28016 Madrid Telephone (+34) 913 244 200

Website www.aurigasv.es

Adress 546 5th Avenue -9th Floor New York, NY 10036

AURIGA GLOBAL INVESTORS ID in TTRecord.com: 11126

SPAIN USA

In the U.S.A

Capital Markets:

Fixed Income: desk focused on Structured products, and RMBS Sales & Trading.

Equities: powerful Research & Trading platform, focused on the Technology and Healthcare sectors.

Asset Management.

Whole Loan Sales, Structuring & Trading of residential mortgage loans. Securitizations and repurchase deals of Non-Performing Loans.

Origination, Structuring and Placement of Energy Projects Debt, from projects in the US and Latin America.

Advisory on Risk Management

• Target Clients: Private Equities, Energy, RE & Infrastructure funds, family offices and SMEs.

• Asset Classes: Interest rates, FX, commodities and Equities.

• Advisory on:

Financial Risk of a specific deal or of a client as a whole.

Market Situation and Expectations.

Hedging and investment products analysis and evaluation.

• Management of

Contracts and Hedging clauses Negotiation.

Overall coordination of the Hedging process and its execution.

• Product valuation.

• Deal Follow-up and restructuring.

¿Why is it important?

• Due to the Financing Agreements in different deals, which include Hedging Obligations.

• Due to the variety of risks that the companies face in this globalized World:

Interest Rates & Inflation.

FX.

Ccommodities.

• Due to the time constraints the analysts face in the deals in order to analyze the risk and its optimal hedginbg structure.

• In some specific deals, where an external due dilligence is needed.

• In special situations, whereby restructuring the derivatives the company can achieve an optimisation of its Debt profile.


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Boltendahl International Partners

Is an independent international investment boutique that offers M&A and Venture Capital services for both buyers and sellers. Boltendahl’s agile and flexible structure enables us to operate in several markets. We identify ourselves with our client's success to whom we dedicate a team of consultants who offer their maximum energy and creativeness.

Boltendahl’s simple philosophy consists of not promising more than what we can achieve, but always trying to deliver more than what we promise. That is the main reason why Boltendahl does not accept more than 12 mandates a year, prioritizing always quality over quantity. We believe that M&A is a complex and sensitive process which requires personal and confidential treatment.

Juan CapurroManaging [email protected]

Erik HartmannDirector [email protected]

Wolfgang HaselwanderDirector Stem Cell [email protected]

Bettina [email protected]

Angel CalvoPharmaceuticals South [email protected]

Roberto Saint-MaloVenture Capital - [email protected]

TEAM


Nº of employees Extensive network of offices, partners and associates in 21 cities around the world coordinated by five main partners and a Council of four advisory partners.

Adress Av. De Bruselas 5 28109 Alcobendas - Madrid

Telephone (+34) 916 622 591

Website www.boltendahl.com

BOLTENDAHL INTERNATIONAL PARTNERS ID in TTRecord.com: 6061

SPAINBoltendahl Life Sciences

At Boltendahl we offer specific M&A and corporate consulting services for the Healthcare, Biotechnology and Pharmaceutical industries:

• Product-portfolio divestments: acquisitions, divestments and in-out licensing of unique phar maceutical products.

• Pharmaceutical Market Research: onsite market assessments and competitor analysis.

• Purchase and/or sale of pharmaceutical, biotechnological and veterinary laboratories.

• Transfer of pharmaceutical technology.

• Investments and fund raising for promising Biotech and Healthcare projects.

• Regions of special interest: Spain, Portugal, Germany, Switzerland, France, UK, US and Latin America.

Since 2001 Boltendahl is active in the American and European pharmaceutical sector with more than 10 ongoing mandates, both for acquisitions and divestitures. Boltendahl works for many international pharma-ceutical groups, with a portfolio of more than 40 active clients in more than 10 countries.

Services

Boltendahl services are oriented to seriously help entrepreneurs and investors to succeed in their transac-tions, offering a tailored, personalized and unique service, that allows them to obtain high-quality, tangible and measurable results.

• Mergers & Acquisitions.

• Equity and Debt spnsors.

• Private Equity & Venture Capital.

• Strategic consulting for M&A.

• Fronting for buyers.

Strengths

Cost-effective approach, industry expertise, regional specialization, strict confidentiality, exclusivity, flexible and more responsive tan larger firms, international and senior personalized dedication.

Industry expertise

• Pharmaceuticals and Healthcare.

• UCB stem cells.

• Biotechnology.

• Animal Health.

• Retail, FMCG.

• Automotive Logistics.

• Hotels.

• Cement.

• TMT.

Regions of interest

• Brazil, Latin America, Europe.


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Deloitte

Is one of the largest professional organisations in the world. The firm provides professional services in audit, consultancy, transaction advisory and legal and tax advice through professionals who have a clear sectorial focus, which allows them to face day to day business difficulties.

The Deloitte network includes more than 182,000 professionals located in over 700 offices in more than 150 countries. There are 20 offices in Spain, located in the major business centres, with more than 4,400 employees.

ABOUT US

Javier Lancho [email protected]

Juan Ramón Rodríguez LarrazPartner [email protected]

Senén [email protected]

Simon [email protected]

Cristina [email protected]

Ana TorrensPartner [email protected]

Jesús [email protected]

Enrique Domí[email protected]

Juan Jesús [email protected]

Jorge Lledí[email protected]

Javier García MateoDirector

Amir SarsharDirector

Rafael ArcasDirector

Manuel Roca de Togores AtienzaDirector

Start of Activity 1945. In Spain: 1987

Nº of employees 200 in the Transaction Advisory Services Department (TAS) in Spain

Adress Torre Picasso, Plaza Pablo Ruiz Picasso, 1 28020 Madrid

Telephone (+34) 91 5145000

Website : www.deloitte.es

DELOITTE TRANSACTION ADVISORY SERVICES ID in TTRecord.com: 1260

SPAIN


Atento Spain Telecoms Bain Capital Telefónica 1.051,00

USP Hospitales SpainHealthcare, Hygiene, Medical Aesthetics

and CosmeticsDoughty Hanson

Barclays Bank Private Shareholders

RBS - The Royal Bank of Scotland

355

Gasmedi SpainHealthcare, Hygiene, Medical Aesthetics

and CosmeticsAir Liquide Private Shareholders

Mercapital 330

Euskaltel Spain TelecomsInvestindustrial Trilantic Capital

Partners

Gobierno Vasco Corporación Mondragón

Endesa Iberdrola

Kutxabank (fusión de BBK, Kutxa y Vital)

198

Secuoya Spain Media, Multimedia and Editorial

Dinamia N+1 Private

Equity Fund IIPrivate Shareholders 16

La Sexta Spain Media, Multimedia and Editorial Antena 3 - ND

Catalana de Seguretat i

Comunicacions (CSC)

SpainSecurity and Private Arms, Ammunition

and Explosives

Chemtrol Proyectos y Sistemas (Chepro)

CSC - Computer Sciences Corporation ND

TRANSACTIONS



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ABOUT US

Eurohold

The firm was founded in 1989 as a Corporate Finance Consulting Company, and it is nowadays one of the most active Mergers & Acquisitions Companies in Spain.

The company mainly operates in Spain (with offices in Barcelona and Madrid), and in Switzerland (office in Geneva). Apart form that, in France, United Kingdom, Italy, Netherlands, Germany, Sweden, Norway, Den-mark, Ukraine and Japan through its network of partners.

The company is strongly focused on long-term relationships with clients and specializes in growth companies in key sectors.

Jean-François AlandryFounder & Managing [email protected]

Pascal VieilledentFounder & Managing [email protected]

Ferran Conti Managing Partner

Ignacio LoringManaging Partner

German RoviraManaging Partner

François FauranManaging Partner

Jean-Jacques DuffauManaging Partner

Guy de la BartheManaging Partner


Nº of employees The firm has a team of 24 people working in Barcelona and Madrid branches.

Adress Av. Diaginal, 361, 2-2 08037 Barcelona

Telephone (+34) 93 457 89 80

Website www.eurohold.com

EUROHOLD ID in TTRecord.com: 1421

SPAIN

TRANSACTIONS


JTB France Steel, Metallurgy and Industrial Production FAIN Ascensores Private

Shareholders 10

Compagnie Européenne d'Assurances (CEA) France Other Services FAIN Ascensores Private

Shareholders 8

HDM Group (Regenersis Spain desde 2012) Spain Technology Regenersis Private

Shareholders 6,5

ASJ Services France Steel, Metallurgy and Industrial Production FAIN Ascensores Private

Shareholders 5

Ermestel Spain Technology Econocom Private Shareholders 4

Teamlog Ibérica Spain Consultancy, Audit and Engineering Cibernos Servicios Groupe Open 2

Sabadell Helicopters Service Center Spain Transports, Aviation

and LogisticsEurocopter

España TAF Helicopters ND

Commanyser Spain Financial and Insurance Grupo Diusframi Private Shareholders ND

Internacional Network:

France, Netherlands, Germany, Sweden, Norway, Denmark, Switzerland and Japan.

Red Internacional

Francia, Suiza, Holanda, Alemania, Suecia, Noruega, Dinamarca y Japón.

Services

• Mergers & Acquisitions

• Private Equity

• Strategic consulting for M&A

• Financing rearching

Sectors of expertise

• IT, Internet & Telecomunications

• Pharmacy and Health

• Industrials

• Distribution

• Retail

• B2B Services

• Energy and Environment

• Transport & Logistics

• Finance

•Transportes y Logística

•Finanzas



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Rabobank

The firm is one of the leading financial institutions in Food and Agribusiness. It is one of the biggest financial institutions in the world with coverage in food and beverage industry M&A. According to leading internatio-nal rating agencies, it is one of the most secure private bank in the world. It is also a fully integrated financial services provider, and an international market leader in Food & Agri wholesale. It has domestic retail banking in selective countries and it is a knowledge-based banking: Food & Agribusiness Research.

Rabobank’s research team composed by more than 70 professionals in 13 countries cover all the production chain from agricultural supplies to the final customer. A resource of in depth food and agribusiness expertise supporting the bank’s internal and external goals, from mitigating risk to winning business. Output in the form of tailored presentations, World Maps, Industry Notes, F&A Reviews, commodity notes and Regional Banking Reports is developed.

The firm has a dedicated M&A group with over 80 professionals in Europe, Asia and the Americas. This highly qualified professional team with a deep knowledge and experience at the domestic market and the main players (trade and financial) has a high capacity to access top management of the companies.

ABOUT US

Carlos Gómez ArroyoGeneral Manager

Fernando García de LeónHead of M&A Department

Alfonso Mato Yllera VicePresident M&A

Ignacio Sanz SeniorRelationship Manager

Carmen Allo SeniorRelationship Manager

Sergio Diaz de RábagoSenior Relationship Manager


Nº of employees A highly professional team made up of 22 people in Madrid Branch.

Adress C/ Rafael Calvo, 39 28010 Madrid

Telephone (+34) 91 436 40 10

Website www.rabobank.com

RABOBANK ID in TTRecord.com: 13400

SPAIN

TRANSACTIONS


Bimbo España Spain Food Grupo Bimbo Sara Lee Group 115

Calvo Spain Food Bolton Group Ponto Inversiones ND

Rabobank Rothschild M&A alliance in the F&A sector has a wide scope of M&A and equity advisory in the entire food, beverage and agribusiness sector with a worldwide coverage. It is a joint advisory subject to client agreement. The benefits of this alliance is the complementary M&A advisory expertise, geographical coverage and client base. Its best in class knowledge, client relationships and execution skills and its unmat-ched geographical breadth and scale of dedicated resources (117 bankers) make Rabobank a solid, reputed and prestigious bank

Rabobank has an extend network composed by more than 603 offices in 46 countries where it is present (excluding the Netherlands). This international network allows Rabobank to cross investment opportunities around the world, offering clients the possibility of M&A cross border deals. Rabobank has a competitive advantage against other domestic investment firms thanks to the international network.



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Duarte Maia de Albuquerque D' OreyChairman of the Board

Francisco Manuel de Lemos Dos Santos BessaCEO - Chief Executive [email protected]

Tristão Jose Da Cunha Mendonça e MenezesBoard [email protected]

Rogerio Paulo Caiado Raimundo CeleiroBoard [email protected]

Igor Alexandre Leitão de Carvalho BorregoCorporate Finance [email protected]

Luis PereiraHead of Private [email protected]

Teresa IñiguezInstitutional [email protected]

Cristina ClementeAssets & Liabilities [email protected]

Rodrigo MoratelliPartner and Managing [email protected]

André PinheiroAsset Management [email protected]


Nº of employees The firm has a total of 63 professionals located in Lisbon, Madrid and São Paulo.

PROFILE

Adress Carrera de San Jerónimo, 17, 4ºA 28014 Madrid Telephone (+34) 911 269 055

PORTUGAL

Adress Edifício Amoreiras Square. R. Carlos Alberto da Mota Pinto, Nº 17 6º A 1070-313 Lisboa Telephone (+351) 213 407 000

Website www.oreyfinancial.com

OREY FINANCIAL ID in TTRecord.com: 869

SPAIN

ABOUT US

Orey Financial - Instituição Financeira de Crédito

Orey Financial is a financial company that has been in the marketplace since 2004. Since its inception, it has been recognized for its innovative capacity allied to a team with great experience in the creation of multidisciplinary financial solutions in the global markets.

With an organisational model based on simple and agile processes, focused on customer requirements, Orey Financial seeks to establish unique, long lasting and mutually profitable relationships, underpinned by its core values: Innovation, Performance, Leadership and Networking.

About the Orey Group:

The Orey Group has been in business for more than 125 years and is listed on the NYSE Euronext Lisbon since 1986. Traditionally positioned as a business group centred on the Shipping, Transport, Logistics and Industrial sectors, it is now an Investment Holding Company based on a strategic dynamic asset allocation of its investment portfolio.

With the focus in the financial sector, the traditional non-financial businesses are now grouped under a Private Equity Fund managed by Orey Financial.

Market recognition

The firm is the Hedge-fund industry pioneer in Portugal and in the creation of Real Estate Funds dedicated to urban rehabilitation as well as Leadership in online brokerage (CFDs). Is also Pioneer in launching football players funds (football players sport rights).


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CANTABRIA CAPITAL ID in TTRecord.com: 1005

TEAM

ABOUT US

Adress C/ Gándara 6, Principal Derecha 39003, Santander

Telephone (+34) 942 318 656

Website www.cantabriacapital.com

Carlos Hazas Guerra

President

Gema Conde González

General Manager

[email protected]

Rosa Vega

Controller

[email protected]

Daniel Sánchez Piña

Investment Manager

[email protected]

Cantabria Capital

Is the first Private Equity company based in Cantabria. It is a firm that invests in Spanish mid-sized companies. We usually invest in companies with the following features: profitable, growth potential and a qualified management team fully committed to their business project.

Investments features

• Minumum investment per project: n.d.

• Maximum investment per project: n.d.

• Preferred investment stage: Growth / Buy-Out/Buy-in

• Preferred geographies: Focused in Cantabria

• Preferencias sectoriales: Everything but financial and Real Estate..

• Capital invested in 2012: n.d

•Numberofinversionsin2012:n.d

•Totalcompaniesinportfolio:n.d

Resources

• Capital under management (31.12.2012): n.d

•Capitalavailabletoinvest(31.12.2012):n.d

SPAIN

TRANSACTIONS

FUNDS

MAIN SUBSIDIARIES/AFFILIATES



COMPANY ACTIVITY DEAL TYPE

Grupo Tinamenor Sea Food Growth

Tres Mares “Relais Termal” Thermal activities Growth

BeValley Technologies Data analysis and sharing Growth

Cloud It Cloud Servicies Growth

Netboss eHealth Multichannels Health Services Growth

FONDO FUND SIZE DEADLINE

Cantabria Expansión, FCR EUR 12m n.a.

TARGET TYPE COUNTRY SUBSECTOR BUYER SELLER AMOUNT (EUR m)

Softec-Internet

Capital increase Spain Internet Cantabria

Expansión - ND

NetBoss eHealth

Capital increase Spain Internet Cantabria

Capital - ND


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EXPLORER INVESTMENTS ID in TTRecord.com: 40

Explorer Investments

Explorers´ objective is to acquire stakes in the capital of Portuguese companies which have a competitive advantage, promoting their organization, development and growth.

Explorer targets companies at an advanced stage of development which have a competitive advantage either due to the skills they have developed or their geographical position, that

aim to lead a consolidation process and/or intend to expand their activities into other markets.


• Minumum investment per project: EUR 5m

• Maximum investment per project: EUR 40m

• Preferred investment stage: Growth / Buy-Outs

•Preferredgeographies:Portugal / Spain

•Preferredsectors: N.A.

• Capital invested in 2012 n.d

•Numberoftransactionsin2012:n.d

• Nº de empresas en cartera a 31.12.2012: n.d

Resources

• Capital under management (31.12.2012): EUR 530m

• Capital available to invest (31.12.2012): EUR 260m

ABOUT US

TEAM

Rodrigo Guimarães Founding Partner

Elizabeth RothfieldFounding Partner

Marco LebreFounding Partner

David Cálem FerreiraPartner

João Rodrigo SantosPartner

Ana LeitePartner

Inês Lopo de CarvalhoAnalyst

Fánan HenriquesAnalyst

Vasco D’OreyAnalyst

Pedro ValenteAnalyst

Sandra Guerreiro

Legal Counsel and Investor Relations

Victor GuéguésFinancial and Report Department

Adress Av. Eng. Duarte Pacheco n.º 26 - 8º 1070-110 Lisboa

Telephone +351 213 241 820

E-mail [email protected]

Website www.explorerinvestments.com

PORTUGAL

TRANSACTIONS

FUNDS



Nutricafés Coffee roasting and distribution MBO

Solzaima Production and distribution of heat regenerators for fireplaces and salamanders Growth

Charon Private security services Build-Up

MOP Sale of outdoor advertising space LBO

CFO Processing and preparation of scrap metal for recycling LBO

Probos Production and distribution of plastic edge bands for furniture LBO

Starfoods Fast-food chain LBO

Gascan Distribution and retailing of piped propane gas LBO

PowerVia Special transportation LBO

TotalMédia Home deliveries Growth


Explorer I EUR 62m 2004

Explorer II EUR 200m 2007

Explorer III EUR 268m 2009


Industrias Pardo Exit España Steel, Metallurgy and

Industrial Production Pikolin Explorer I HCS Group ND

Holmes Place Health Clubs

IberiaExit España Sports and Leisure Holmes Place

Explorer I Mercapital Dinamia

ND




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INTER-RISCO PRIVATE EQUITY ID in TTRecord.com: 2517

Inter-Risco Private Equity

Is one of the leading independent private equity firms in Portugal, with two funds under management: Fundo Caravela, a EUR 30m fund (harvesting stage), and Fundo Inter-Risco II, with EUR 81,5m (investment stage). Since 2010, Inter-Risco’s Management Team holds a majority stake in the company, where Banco Português de Investimento (BPI), its founding shareholder, has kept a minority stake.

Inter-Risco has been one of the pioneering players on the Portuguese private equity industry. Inter-Risco works closely with investee firms on a hands-on approach, not only at an operating but also at a strategic level, providing companies with a vast know-how arising from more than 100 companies since its inception.

Presently, Inter-Risco operates in the mid-market, focused on expansion and build-up investments on SMEs, operating in regulated or growth markets, with the aim of developing consolidation and internationalization strategies. Focused on “old-Economy” industries, Inter-Risco is able to contribute with its hands-on approach, both operationally as at the strategic level. Inter-Risco holds majority or minority relevant stakes in projects with a minimum EUR 20m enterprise value.

ABOUT US

TEAM

Afonso Barros Managing [email protected]

Rui [email protected]

José Mário LeiteSenior [email protected]

Ana VerdeJunior [email protected]

Isabel [email protected]

Isabel MartinsInvestment [email protected]

Diogo [email protected]

Sílvia Almeida Chief Financial [email protected]

João [email protected]

Ana Terra Senior [email protected]

Miguel Tavares [email protected]

Idalina BastosAdministrative [email protected]

Adress Avenida da Boavista, 1081 4100-129 Porto, Portugal

Telephone +351 220 126 700

E-mail [email protected]

Website www.inter-risco.pt


• Minimum investment per project: EUR 5m

• Maximum investment per project: EUR 12,2m

• Preferred investment stage Preferentemente recursos propios

• Preferred investment stage: Build-up / LBO / Expansión

• Preferred geographies : Portugal, Spain, Latin America and Portuguese-speaking countries.

• Preferred sectors: Except real estate and financial industries

• Capital invested in 2012: EUR 22,9m

• Number of investments in 2012: 1

• Number of cmpanies in portfolio (31.12.2012): 8

Resources

• Capital under management (31.12.2012): EUR 111,5m

• Capital available to invest (31.12.2012): EUR 35m

PORTUGAL

TRANSACTIONS

FUNDS



Serlima Facility management Build-up

MasterTest Auto inspection venters Build-up

Sotkon Urban solid waste containers Expansión

Moneris Management consulting and business process outsourcing Build-up

NewCoffeeCo II Coffee manufacturing and distribution Build-up

Cold Land Cold logistics Build-up

32 Senses Dental care Build-up

OneVet Veterinary care Build-up

Mecwide Specialized engineering services Buy-out


Fundo Inter-Risco I (Caravela) EUR 30m 2004

Fundo Inter-Risco II EUR 81,5m 2011


Hospital Veterinário do Porto Build-up PortugalHealthcare, Hygiene, Medical Aesthetics

and Cosmetics

OneVet Group

Accionistas particulares ND

Instituto Veterinário D. Sancho I Alto de Algés - Clínica Veterinária

Alto do Restelo - Instituto VeterinárioBuild-up Portugal Salud, Higiene

vy EstéticaOneVet Group


Hospital Veterinário do Baixo Vouga VetSanus - Policlinica Veterinaria

VetBairradaBuild-up Portugal


and Cosmetics

OneVet Group


Clínica J.P.Ribeiro Build-up PortugalHealthcare, Hygiene, Medical Aesthetics

and Cosmetics

32 Senses group


Clínica Jardim da Lixa/Centro de Formação Consolidar e Validar Build-up Portugal


and Cosmetics

32 Senses group


Clínica PMPR Build-up PortugalHealthcare, Hygiene, Medical Aesthetics

and Cosmetics

32 Senses group


Clínica dentária Medefi Build-up PortugalHealthcare, Hygiene, Medical Aesthetics

and Cosmetics

32 Senses group


Clínica dentária Carlos Falcão Build-up PortugalHealthcare, Hygiene, Medical Aesthetics

and Cosmetics

32 Senses group




TTR - Transactional Track Record - (www.TTRecord.com)288

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Wayra

Created in Latin America in April 2011, Wayra aspires to identify ideas with the greatest potential in ICT and to boost their development, providing them with the technology, mentoring and financing they need.

Startups are provided with financing, access to Telefónica resources (including management and technical expertise) and a place to work.

Wayra is currently present in twelve countries: Argentina, Brazil, Chile, Colombia, Czech Republic, Germany, Ireland, Mexico, Spain, Peru, U.K. and Venezuela.


•Minumuminvestmentperproject: USD 50.000

•Maximuminvestmentperproject:USD 50.000

•Preferredinvestmentstage:Seed capital

•Preferredgeographies: Europe and Latam

•Preferredsectors:Communication and Information Technologies

•Capitalinvestedsince2011:USD 7,6m

•Numberofinversionsin2012:n.d

•Totalcompaniesinportfolio:170

Resources

• Capital under management (31.12.2012): n.d

•Capitalavailabletoinvest(31.12.2012):n.d.

Agustín MoroHead of Acquisition and Asset [email protected]

Gonzalo Martín-villaCEO - Chief Executive Officer

Adress Dirección Distrito Telefónica. Ed. Oeste 2. Ronda de la Comunciación, s/n. 28050 Madrid

Website www.wayra.org

WAYRA ID in TTRecord.com: 4615

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TEAM


Nº of employees 320

Adress C/ Príncipe de Vergara, 55 - 4º D 28006 Madrid

Telephone (+34) 914 119 617

Website www.ascri.org

Dominique BarthelManaging [email protected]

Ángela Alférez Head of [email protected]

Silvia MartínHead of [email protected]

Christel SundellOffice [email protected]

ASCRI Asociación Española de Entidades de Capital-Riesgo

ASCRI was founded in 1986 as a non-profit asociation. Today, ASCRI has 150 members, private equity & ven-ture capital entities (full members) and consultancy firms (associated members).ASCRI´s aims are represent and defend the professional interests of its members, promote, boost and develop the sector in Spain, act as a lobby with the Spanish and European institutions in order to get an appropriate framework for the sector and encourage a better understanding of the sector among investors, institutions, entrepreneurs and media.

ASCRI ASOCIACIÓN ESPAÑOLA DE ENTIDADES DE CAPITAL- RIESGO ID in TTRecord.com: 11076

SPAIN

Acknowlegements

We would like to thank all of those who have contributed to this third M&A HANDBOOK - Iberian Market, published for the first time in 2011. The previous two editions were extremely successful, and this has enabled our research team to access increasingly comprehensive data and amply appreciated by professionals in this sector.In publishing this M&A HANDBOOK - Iberian Market, we received invaluable support from Thomson Reuters and Informa D&B, as well as from experts and professionals from the financial and legal sectors who have always trusted TTR’s team, and have shared their opinions and expertise.


Symbols3angle Capital 823i España 34, 48, 50, 134,

135, 163, 1653i Group 49, 50, 70, 132, 134,

135, 142, 1897 96, 143

AAAA Advogados 176, 178,

238Abantia 185abaqueira Bell II 177Abengoa 34, 204, 74, 74Abertis 16, 189, 22, 28, 29,

34, 42, 157, 48, 178, 88, 96, 48, 48

Abertis Infraestructuras 42Abertis telecom 34, 42, 189Absolute Return Capital

Partners 132Accelero Capital 72, 163Accel Partners 55, 134Accenture 200, 209Accenture (España) 157Acciona 48, 70, 139Acciona Aparcamientos 48Acciona Infraestructuras

México 70, 139Accuracy 54, 266Acens Technologies 56, 74ACS 28, 29, 157, 66, 71, 72,

139, 30, 204, 156, 56, 70, 163

Actis 48Active Venture Partners 145Acuigroup Maremar 141Adara 74AddFleet 57, 145, 148Adecq Digital 74Adeslas 16, 48Adicional Logistics 232Admirabilia 16Adtribboo 204Advanced Digital Design 74Advent International 54,

130, 201, 74, 134, 202Advent International España

48, 50, 51, 191, 135, 136, 138, 156, 158, 134

Aegon 47, 131Aegon España 47, 131

AEIF Apollo 149Áereas Iberoamericana 35Aernnova 173Affinity Pet Care 29Afina 139Afinsa 57Agile Finance 202Agora Invest 74Agravis Raiffeisen 75, 141,

205Agrolimen 29, 155, 156,

199, 205Agropecuaria La Florida 198AIB Group 16Air Liquide 34, 35, 54, 66,

134, 152, 156, 161AJA Inversiones 158, 202Aktua 48, 56, 57, 58, 71,

139, 70Alcalá Farma 135Alcasa 74Alemany, Escalona &

Escalante 75, 108, 115, 154Aleph Capital 56, 74Alinda Capital Partners 34Allen & Overy 49, 152, 240Allsun Hoteles 62Alltours 62Almendras del Sol 190Alpine 190Alta Gestión 135Althia 145Altice 100, 104, 110, 180, 229Amadeus 34, 48Amerigo Innvierte Spain

Ventures 145Amgen 33Amobee 54, 55, 56, 134Amorim Energia 88, 178Amorim & Irmãos 112, 218,

232, 233Ampla Energia e Serviços 100Ampla Investimentos e

Serviços 116Amrest 53ANA - Aeroportos de

Portugal 88, 94, 172, 179, 180, 80, 81, 82, 228

Andasol I 30Andasol II 30Andrade Gutiérrez

Participações 88Anglo Balear de Servicios de

Higiene 156

Animédica Group 74, 75, 141, 205

Antena 3 Televisión 204Antin Infrastructure Partners

30, 56, 70Aon Corporation 163Aon España 51, 163Apax Partners 16, 30, 33Apollo Capital 34, 48, 133Applus+ 200Aqualandia 130, 201, 153,

153Aquapor Serviços 227, 80Aquapura Hotels Villas &

Spa 116Araclon Biotech 208Arbora & Ausonia 29, 155,

156, 199, 205Arcano Asesores 55Archivel Farma 74Arcus Infrastructure Partners

22, 96, 149, 220, 175, 178, 149

Arena Atlântica 228Argentinean Government 38Arps 75Arrow 190Arteche 158Artenius Polímeros Portugal

116Artiach 156, 162, 166, 189Ascenseurs Altilift 191Ascenseurs Luxembourg 191ASCRI Asociación Española

De Entidades De Capital- Riesgo 289

Ashmore Energy International 16

Ashurst 49, 55, 75, 152Ashurst España 161ASJ Services 165, 190Associated Partners 116, 124Asturbega 199Atento 16, 30, 31, 132, 133,

150, 158, 160, 164, 150Atlantic 81Atmel Corporation 74Atradius 40, 57, 60, 153, 56Atuka 35Auren 164Auriga Global Investors 270Autometal 190Autopistas del Sol 193Autopista Trados-45 70

Index of entities

Autopista Urbana Norte 165, 193

Auto-Sueco , 81Autotrans Express 234, 235Autovía del Arlazón 193Avança 157Avantha 55Avanza 136AXA Private Equity 34, 48, 70Axión 56, 70Axis Participaciones

Empresariales 34, 200, 206Azbil 157AZ Capital 28, 159

BBAA 206, 34Bagano 199Bain Capital 16, 30, 31, 132,

133, 150, 158, 160, 164, 150

Bain Capital Ventures 132Baker & McKenzie 54, 69,

152, 153Balearic Beverages

Distributors 200BanBajío 48, 203, 134, 203Banca Cívica 16, 28, 47, 131,

158, 159Bancaja 16, 20, 201, 202, 36,

100, 100, 16Banca Privada d’Andorra 56Banco ADOPEM 130Banco Banvivienda 57, 203Banco BPI 172, 176, 178Banco Bradesco BBI 88Banco BTG Pactual 90Banco Caixa Geral Brasil 36Banco de España 141, 201Banco de Madrid 56, 201Banco de Valencia 129, 130,

141, 153, 157, 201Banco Efisa 171, 227, 80Banco Espírito Santo - BES

88, 100, 102, 171, 173, 227Banco

Fiduciário Internacional - BFI 171, 227

Banco Financiero y de Ahorros 17, 20, 202

Banco Gerador 227Banco Itaú BBA 90, 176, 178Banco Mare Nostrum 130Banco Pastor 16, 24, 17, 129,

199, 149, 149Banco Popular 36, 17, 129,

130, 199, 150, 155, 158, 149, 159

Banco Popular de los Previsores del Porvenir 24

Banco Popular Español 24Banco Popular Portugal 24Banco Português de

Investimento 174Banco Sabadell 48, 130, 203,

134Banco Santander 16, 28, 36,

50, 57, 58, 131, 167 199, 203, 16

Banco Santander Colombia 16, 28, 131, 158, 199, 203

Banco Santander Seguros de Vida 131

Banco Santander Seguros Generales 131

Banco Santander Totta 90Banco Valencia 141Banesto 35, 36, 48, 58, 71,

131, 139, 56, 70Banif 58Banif CVC 172Bankia (fusión Caja Madrid

y Bancaja) 16, 17, 36, 46, 100, 129, 130, 136, 153, 201, 202 232

Bankinter Capital Riesgo 74Bank of America 34, 48Bank of America Merrill

Lynch , 34, 48Bank Zachodni 16Barclays 34, 88Barclays Bank 46, 49, 88, 90,

48, 88, 134Barclays Investment Banking

82, 83Barrieu & Flesch Advogados

31, 150Basque Government 51, 137BBK 48, 51, 129BBVA 16, 34, 36, 44, 50,

56, 56BBVA Corporate Finance 36,

44, 49, 54, 92, 108, 115, 160, 161, 163, 164, 75

BBVA PR Holding 34, 44BBVA Securities of Puerto

Rico 44BCP 88Bebidas Gaseosas del

Noroeste (Begano) 157, 189, 199

Befesa 204, 74Befesa Reciclaje de Residuos

de Aluminio (extinguida Alcasa) 74

BEI 193Bekaert 191Bellystems 24 133Benetton 137Beniplast Benitex 74, 142

BERD - Engenharia de Pontes 124

Bertelsmann 204BES 102BES África 116BES Vida 100, 102, 171, 227Betapack 138, 139BFA 202BG Group 47Bimbo España 100Bimbo Portugal 100Bio Energética Extremeña

185Biohigiene 156Bioibérica 191Biomasa Forestal 185Bioplus 191Biovegetal 174, 215BioVex 33Bird & Bird 242, 151, 154,

151Blablacar.com 146Blackstone 16, 30, 33, 49, 136BNI - Banco Nacional de

Investimento 171, 178BNP Paribas 40, 50, 54, 160,

161Bodegas LAN 74, 75, 76, 100,

108, 114, 138, 154, 217, 163, 173, 232, 233, 139

Bodegas Marqués de Campo Nuble 64

Boltendahl International Partners 272

Bond Air Services 34, 48Bonomi 137Bonsai Venture Capital 76,

146Boost 148BPA Banco Privado do

Atlântico 118BPI 112, 172BPN - Banco Português de

Negócios 171BPN Gestão de Activos 80,

81, 116Bradesco 88Bradespar 100BrainSINS 147Brandsclub 74Bravofly 69, 162, 56Bridgepoint 49, 30Brigard & Urrutia 31, 150Bright Capital 145Brisa 16, 22, 28, 171, 175,

178, 88, 96, 135, 220, 100Britannia Airport Partners

16, 28, 206British Airways 16, 16British Gas Group 35, 47,

151, 155, 166

British Midland International (BMI) 155

Brookfield Asset Management 179, 84

Brookside Capital Partners 132

Broseta Abogados 62, 153BRZ Tech 173, 139, 113Bullnet Capital 233Bullnet Capital II 189, 232,

233Bullnet Gestión 189Bundlr 124Business Media China 116,

124Busuu.com 145Buwog 195

CCabanellas 31Cabiedes & Partners 57, 146,

208, 209Cabovisão 100, 104, 110,

180, 229Cacaolat 69, 120, 189, 153,

235, 56Caetano de Freitas &

Associados 245CAF - Corporación Andina de

Fomento 48, 188Conduit Capital Partners 134Cahora Bassa 101CaixaBank (Criteria

CaixaCorp) 16, 28, 34, 47, 48, 53, 70, 74, 112, 131, 141, 158, 159, 172, 176, 178, 193

Caixa BI 36, 92, 96, 104Caixa Capital 148, 233Caixa Capital Biomed , 146,

145Caixa Capital Micro 208CaixaCapital Pyme Innovación

146Caixa Capital Risc 57, 74, 75,

132, 146, 148, 145Caixa Capital Risk 209Caixa Capital Semilla 146Caixa Capital TIC 146, 232,

233Caixacatalunya 129Caixa Geral 49, 136Caixa Geral de Depósitos 89Caixa Innvierte Industria 145,

146Caixa Laietana 20Caixa Penedès 130Caixa Seguros e Saúde 179Caja Ávila 20Caja Burgos Vida 47, 131

Caja Canarias 28, 131, 158Caja Cantabria 34Caja de Burgos 129, 28, 131,

158Caja de Extremadura 34Caja de Fuentepelayo 129Caja de Segovia 129Caja Madrid 16, 17, 20, 201,

202, 36, 100Cajamar 129Caja Navarra 28, 131, 158Caja Navarra Seguros 131, 47Caja Rioja 20Caja Segovia 20Cajasol , 56, 70, 70Cajas Rurales Unidas 129Cajastur 34, 48Caja Vital 129Caléo 116, 229Calyon 54, 138CAM 130, 153, 157, 201Cámara de Comercio de

Sevilla 202Camargo Corrêa 222, 172,

175, 176, 89, 116, 179Campos Ferreira, Sá Carneiro

22, 96, 149, 175, 178Canal de Isabel II 199Cantabria Capital 282Capio 16, 30, 33Capio España 16, 16Caprabo 200Carey & Allende 31, 150Caribe Pensiones Consultants

44Carlyle 200, 34, 48, 48Casas y Palacios de España

62, 207Casbega 199Cash Diplo 202Catalana Occidente 40, 57,

60, 160, 203Catalunya Caixa 187Catchoom 147CCH (Alien Cams) 191CCM 173CCMO Capital Advisors 206CCMP Capital Advisors 70,

139CCR 81, 82CDTI 200, 145CEBC Energia 226CECU Inversiones 145Celfin Capital 18Cementos Artigas 195Cementos Avellaneda 195Cementos Balboa 36Cementos Molins 195Cementval Materiales de

Construcción 195

Centerbridge Partners 35, 48, 57, 58, 71, 139, 163, 56, 70

Central Termosolar Andasol I 30

Central Termosolar Andasol II 30

Centro de Abate de Coelhos – Joaquim Jesus Ramos 235

Centro de Abate de Coelhos-Joaquim Jesus Ramos 234

Centro Hospitalar de S. Francisco to Sanfil - Casa de Saúde de Santa Filomena 117

Century Plastics 190Cepsa 16Cerberus 16, 190, 16Cescon 31, 150CGD 171CGD Caixa Geral de Depósitos

88, 89, 90, 100, 104, 112, 115, 171, 172, 178, 179, 180, 216, 225

CGD Capital 112, 115, 173CG International 35, 55,

156, 166Chilean bank CorpBanca 131Chillida Business Group 76,

142, 206Chillida Sistemas de

Seguridad 74, 76, 77, 142, 206

China Investment Corporation 30, 31, 32, 42, 46, 133, 150, 155, 199, 225, 132, 173

China Three Gorges 179China Unicom 16, 17, 26, 17China United Network

Communications 16, 26, 17, 149

CI Banco 203Cidade de Deus 88CIE Autometal 190CIE Automotive 190Cimento Verde do Brasil 195Cimpor 172, 175, 176, 88, 90,

222, 175, 116, 179CINAC - Cimentos de Nacala

116Cintra 70Cinven 49, 136Cipio Partners 148Cisco Systems 55Citibank 16, 82, 90Citibank España 159Citibank Portugal 83Citigroup 51, 54, 92Civis 194Claro y Cia. Abogados 38

Cleary Gottlieb Steen & Hamilton 44

Clece 66, 71, 72, 138, 204, 56, 139, 70

Clifford Chance 26, 32, 51, 52, 75, 108, 115, 250, 150, 154, 155, 154

CMI Chamartin Immobilien 195

CML Innovative Technologies 190

CMS Albiñana & Suárez de Lezo 51, 246

CMS Rui Pena & Arnaut Advogados 82, 83, 84, 175, 176, 178

Cobega 69, 120, 189, 153, 235, 199, 56, 153

Cobra 30Coca-Cola Cobega 69Codere 201Codere México 201Coditel 110Cofides 164, 193Cogeco 100, 110, 180, 229Cogen 186Cogen Energía España 186Coinma 192Colebega 199Compagnie Eurropéenne d’

Assurances (CEA) 165Compañía de Seguros de

Vida 47, 131Compañia General de

Esencias 164Compañía General de

Esencias 190Compañía Logística de

Hidrocarburos (CLH) 34Competent Business 62Completel 110Comsa Emte Energías

Renovables 185Concesionaria Universidad

Politécnica de San Luis Potosí 70, 139

Conduit Capital Partners 48, 52, 188

Conergy 155Conergy España 155Confederación Española de

Cajas de Ahorros 144Confitería Carlos Gonçalves

232Cono Sur Participaciones 16,

17, 18Conservas El Cidacos 198Consortium Centro América

Abogados 31Construcciones El Cóndor

81, 82

Constru Software 209Contenur 137, 140, 142ContourGlobal 186ContourGlobal Latam 186Control 74, 116Controladora Milano 54, 56,

202, 134Controlauto 171Control PET 116Copisa 194Corbis 62CorpBanca 16, 28, 129, 199,

203Corpfin Capital 202, 206,

53, 53Corpora Agrícola 100, 112,

217Corporación América 81, 82Corporación Financiera Caja

de Madrid 46Corporación F. Turia 195Corporación Gestamp 48,

52, 134Corporación IBV 143Corporación Interamericana

de Entretenimiento (CIE) 201

Corporación Masaveu 195Corporación Mondragón 48,

51, 137, 134, 192Corporación Noroeste 90Corrugados Azpeitia 36Corrugados Lasao 36Corticeira Amorim 112, 218,

233Cosmo Fragances 190, 164CPFL Comercialização Brasil

34CRB Bio II 145Credicor 81Crédit Agricole 16, 33, 56,

227, 171, 100, 56, 56Crédit Agricole Private Equity

33Crédit Mutuel 24Credit Suisse 90Credit Suisse Group , 82, 83Credit Uruguay Banco 56Cretaprint 203CRH 88Crompton Greaves 35, 55,

156, 165, 166CSHG Brasil Shopping FII 116CSN Steel 34, 36, 189, 151,

160, 161, 164, 165, 160, 189

CSS Constructores 81, 82Cuatrecasas, Gonçalves

Pereira 24, 29, 36, 40, 50, 54, 60, 62, 69, 73, 86, 87, 106, 140, 143, 149, 151,

152, 153, 154, 176, 178, 248, 249

Current 116, 124CVC Capital Partners 16, 30,

33, 34, 48, 53

DDamm 69, 116, 120, 189, 153,

235, 207, 225, 234, 235, 56Danona 192Danone 64Danone España 56, 64DaVita 180DC Advisory Partners 75DDJ Capital Management

190Dédalo Grupo Gráfico 70Dédalo Heliocolor 203Dédalo Offset 203Deloitte 29, 31, 49, 51, 54,

75, 108, 114, 115, 159, 161, 162, 164, 181

DELOITTE 274Deloitte Abogados 50, 66, 72Deloitte España , 159, 161,

162Demeter Partners 137, 140,

142, 187Dentons 253Deoleo (antigua SOS

Corporación Alimentaria) 116, 233

Deskidea.com 208Deutsche Bank 60, 84, 85,

90, 98Dexia 24Deyá Capital 48Diana Capital 34Dicio 209Digital Assets Deployment

(DaD) 204Digital Click Media 204Dinamia Capital Privado 35,

55, 56, 70 143, 156, 165, 226

Dinosol 158, 202Disa 34, 48Diverdrugs 190DLA Piper 55, 76, 254, 156,

154Dogus Group 16Domecq Bodegas 198Donghua Automotive 190Doughty Hanson 34, 46, 48,

49, 134, 136, 152, 161, 152Dresdner 135Dresser-Rand 34Dress for less 53Dundon DFS 30Dunia Renang 190

Duro Felguera 74

Ee3 Systems 208EADS 217EAMA 81EBN 185EBN Banco de Negocios 173ECS Capital 173, 174, 215,

226Ecuador Energético 187Eden Hoteles 62EDF Fenice (EDF Group) 185Edifer 174EDP , 187, 88, 100, 100, 100,

232EDP Brasil 88EDP - Energias de Portugal

88, 98, 100, 116, 179, 215EDP Renováveis 100, 232EFI Print 203Egeo 227EGF (Águas de Portugal)

227, 81EGF-GCF (Logoplaste) 98Eissl 186Ekarpen 192Elecnor 187, 56Elektro 16Elevator 191Elior 35Ellomay Capital 155El Tajarón 196Embraer 217Embraer Defesa e Segurança

217Emesa 35Empark 81, 82Empresas Lipigas 38Enagás 35, 46, 47, 187, 151,

154, 155, 166, 84, 151Enagás Transporte 151, 154,

166ENAP 47Enbasa Laval 191Endesa 16, 185, 186, 18, 34,

46, 48, 51, 100, 100, 116, 17, 134, 234

Endesa Chile 47Endesa Ireland 34, 46, 185,

186Endesa Latinoamérica 100Enel 46, 185, 186Energía Alterna Istmeña 70Energía Eólica (EESSA) 186Energy Sports Atlantic Group

201Enersis Chile 16, 18EnerTech Capital 124Engevix 81, 82

Engivia 234Eni 88, 89, 100, 171, 178, 180Enisa 146, 189ENVC - Estaleiros Navais de

Viana do Castelo 218Environ Iberia 51E.ON Renovables 185EQT 48EQT Infrastructure 48Equifax Perú 164Equisat CLM 156Ercros 191Ergon 50, 135ERM Iberia 75, 108, 115Ernst & Young 36, 55, 73, 76,

159, 162, 165, 181Ernst & Young España 162Eroski 200ESA 186ESA (Ecoenergía Sistemas

Alternativos) 186Escapada Rural 74ESIC Business & School 202Esmalglass 34, 48, 49, 50,

189, 135, 163, 134ESPF-2 155Espiga Capital 140, 141,

70, 70Espiga Capital Inversión 140Espiga Capital Inversión II

140Espírito Santo Financial

Group 100Espírito Santo Investment -

BESi 82, 83, 90, 94Espírito Santo Investment

-BESi 172Espírito Santo Ventures 124Espírito Santo Ventures III

124Espírito Santo

Ventures Inovação e Internacionalização 124

Estacionamientos y Servicios (Eyssa) 56, 70

Estado de Mozambique 80, 87, 100

Estaleiros Navais de Viana do Castelo - ENVC 80, 81

Estrella Damm 235Estudio Echecopar 52Est Videocom 110Etchebarne 31ETE Group 80Eurecan Alto Rendimiento

74Eurohold 165, 276Europac 198, 224, 234, 235European Sustainable Power

Fund 2 186

EUSA Estudios Universitarios y Superiores de Andalucía 202

Euskaltel 48, 51, 134, 137, 152, 210, 165, 152

Eutelsat Communications 42EVE (Ente Vasco de la

Energía) 187Everis 147Evertis Iberica 234Evolvespace Solutions 124Explorer I 226Explorer II 143Explorer Investments 147,

174, 181, 226, 284Extremadura Avante

Inversiones (Antigua Sofiex) 74

Extresol II 155Eyeview Digital 145Ezten 192, 209

FFagor Mueble 192FAIN Ascensores 165, 190Fapobol 116, 234Faraday Venture Partners

57, 145Fasken Martineau Dumoulin

28FCC 190, 206, 56, 70, 70FC Curier 232FCC Versia 48, 56, 70FC Sevilla 201FeedZai 124Fenice Instalaciones Ibérica

185Ferpasat 198Ferrovial 28, 30, 33, 34,

206, 16FESpyme 70, 139, 206FGM Sociedad Cooperativa

192FGP Topco 28, 34, 206Fidotec and SIS - Sistemas

Integrales Sanitarios 156Fierro family 54FIEX 164FIEX, Cofides 198Filmdrehtsich 116, 118, 228Finanmadrid México 203Finaves 209Finaves III 209Finavias 70Finibanco Vida 116, 117Finpro 31, 32, 88, 131, 133,

199, 150, 173, 132, 225Fisipe 218Fitalent 147Fizzback 74

Flightcare 48, 158, 206Floponor 215Floresta Atlântica 198, 224,

234, 235Flughafen Zürich , 81, 82Fomentinvest 226Fomentinvest Energia 215Fomento Económico

Mexicano 70FOND-ICOpyme 145Fondo de Infraestructura

Macquarie México 70, 139Fondo Marguerite 193Fondo Nazca III 204Fondo Sierra 232FonsInnocat 74Font Salem 120Forexstreet 146ForVEI 70Fraport 81Fraport Industry Funds

Management 82Freshfields 26, 29, 54, 149,

152, 156FROB (Fondo de

Reestructuración Ordenada Bancaria) 20, 129, 130, 141, 202

Fubilo 203Fuel Streamers Group 185Fundación Alex 49, 136Fundación Microfinanzas

BBVA 130Fundació Vila Casas 208Fundo Albuquerque 173Fundo Recuperação 173, 174,

215, 226FundoRecuperação 174Funeraria Bilbaína 203Funeraria Sarria 203Funespaña 203Funetxea 203Funkwerk Enterprise

Communications 166

GGabriel Masfurroll 46Gala Capital 33, 74Galicia Abogados 54Gallardo Sections 34, 35, 36,

160, 161, 164, 165, 167, 189

Gallina Blanca Star 29Galp Energia 88, 89, 92, 100,

171, 178, 180, 215, 216Galvão Teles 177Gamesa 186Garanti Bankasi 16Garrigós, Ruiz, Beneyto y

Durá 153

Garrigues 20, 29, 40, 51, 179, 76, 143, 149, 150, 151, 152, 153, 154, 156, 84

Gas Euskadi 187Gasmedi 34, 35, 54, 66, 134,

138, 152, 156, 161Gas Natural 48Gas Natural Fenosa 48Gasoducto Morelos 187GBS Finanzas 51GE Energy Financial Services

155General Atlantic , 88, 88General de Terrenos 62General Electric Company 16Generalitat Valenciana 157,

201Genesa 100, 232Genoclinics Biotech 208Geocapital 116Geserfor 234, 235Gestán 185Gestión de Capital de Riesgo

del País Vasco 192Gestión Tributaria Territorial

144Gestmin 98GetApp.com 234, 235Ghenova 74, 201GH Induction Group 142, 143GIC (Government of

Singapore Investment Corporation) 16, 28

Gigas 146Globalia 210Global Infrastructure Partners

- GIP 82Global Infrastructures

Partners - GIP 81, 82Globalvía Infraestructuras

193GLS Software 154GNL Quintero 35, 47, 151,

155, 166Gobierno Vasco 48, 134Gola 186Goldman Sachs 24, 31, 38,

116, 124, 159, 160, 161, 124

Gómez-Acebo & Pombo 84, 85, 98, 256, 157, 176, 177

González Calvillo Abogados 31, 150

Goodgrower 48Goromar XXI 50, 135, 189Gradiator Resources 198Grazia Equity 148Green Perú 198Greylock Partners 148Grifols 16Groupalia 148

Groupama 34, 40, 60, 203, 151, 155, 156, 160

Groupama Seguros 34, 40, 60, 155, 156, 203

Group Camargo Corrêa 175Groupe CAT 235Groupe Danone 56Group José de Mello 175Groupo Catalana Occidente

60Grupo Alfonso Gallardo 34,

35, 36, 189, 151, 160, 161, 165, 160

Grupo Antiu Xixona 189Grupo Antolín 190Grupo Arbulu 208Grupo Atento 210Grupo Atrezzo 142Grupo Auto-Sueco 82Grupo Banca Privada

d’Andorra 201Grupo Banif Português 172Grupo Betapack 166Grupo Bimbo 100Grupo Catalana Occidente

40, 153, 155, 56Grupo CAT Península Ibérica

234, 235Grupo Cobra 30Grupo Egeo 80Grupo Gallardo 164Grupo Geriatros 70, 72, 139Grupo Hermi 234, 235Grupo Hospitalario Adeslas

48Grupo Hospitalario Quirón

48, 49, 136Grupo Inapa 116, 122Grupo Itarvi 209Grupo KGAL 155Grupo Mémora 70Grupo MonteAdriano 174Grupo Mundial Tenedora

57, 203Grupo Norte 70Grupo Nortempo 234, 235Grupo O2 Centro Wellness

138Grupo Odinsa 82Grupo Orey Antunes 80Grupo Pikolin 174Grupo Planeta 205Grupo Quinta das Lágrimas

180Grupo Rubaiyat 73, 139, 70Grupo Sanitas 56Grupotec 199Grupo TGT 74Grupo Toquero 234, 235Grupo Tradeco 81Grupo Tradeco Cedicor 82

Grupo Tyspa 201Grupo Uriach 190Guascor 34Guzmán Gastronomía 142,

143

H

Habitissimo 57Hagen Construções 174, 222Hankook R&M 204Hansjörg Wyss 94HCB - Hidroeléctrica de

Cahora Bassa 80, 86, 87, 100, 101, 106, 177

HCV - Hoteles y Clubs de Vacaciones 56

HDM 165Heathrow Airport Holdings

(BAA) 16, 28, 46Herbert Smith Freehills Spain

69, 265Herrera & Ruiz Abogados 31HgCapital 186Hidrodata 186Hijos de Rivera 200Hiperdino 158, 202Hispasat 189, 42, 56Hits Telecom Holding 210Hits Telecom Spain 210Hoffman 138Holcim 195Holcim España 195Holmes Place 226HomeAway 74, 76HootSuite 209Hospital de Manises 69Hospital de Torrejón de

Ardoz 56Hospital Veterinário do Porto

174, 100, 228, 173, 177, 180, 181, 113

Hotéis Alexandre de Almeida 180, 228

Hotel Eden Alcudia 62Hotel Eden Playa 62Hotel San Diego 62Hotel Solimar 62Houthoff Buruma 31HP Health Clubs Iberia 226HPP - Hospitais Privados de

Portugal 179HSBC Bank 31, 90, 159, 160HSS 145HVB 54, 138

I

IAG - International Airlines Group 155

Ibercaja 130

Iberdrola 16, 48, 70, 134, 70Iberia 16Ibérica de Bebidas no

Alcohólicas 199Iberostar 62, 153, 56Ibersuizas 70Icela 201ICG (Intermediate Capital

Group) 50, 135IDC - International Dialysis

Center 180IDI Groupe 179, 180, 181,

224IFM 94IG Expansión 74IKB 54, 138Imago 234Imaste 205Inaer 34, 48Inapa 219Inbiomotion 208Index Ventures 148Indinvest 148Indo 191Indo Chile Óptica 191Indra 56Indra Brasil 56Industrial Química Lasem 74Industrias Pardo 174Industry Funds Management

- IFM 81Infesa 194Informa D&B 164Informa Perú 164Inforpress 29Inforpress Portugal 110ING Bank 16Inmobiliaria Carso 158Inmobiliaria Chamartín 195Inocsa 40, 57, 60, 153, 56Insight Venture Partners 148Instituto de Marketing

Directo (ICEMD) 202Instituto Universitario Dexeus

137Intacta 185Intelectium 147Intercement 88, 89, 172, 175InterCement 222Interconexión Eléctrica - ISA

84InterOceânico 100Inter-Risco 228Inter-Risco II 113, 114, 177,

228Inter-Risco Private Equity

113, 174, 177, 180, 181, 286

Invalencia (Inversiones Valencia Capital Riesgo) 206

Invercaria 74, 146, 208Inveready Biotech II 147Inveready Capital 147Inveready First Capital 147Inveready Seed Capital 132,

145, 147Inversión en Activos Urbanos

196Inversiones Anadico 195Inversiones Ibersuizas 51, 138Inversiones Valencia Capital

Riesgo (Invalencia) 74, 141, 142

Inversions Valor Afegit 74Invesa 74, 75, 76, 141, 205Investcorp 34, 48, 49, 50,

189, 135, 163, 134Investindustrial 48, 51, 132,

137, 142, 152, 165, 134Ion Investment 203, 134IPIC 16ISAI 146ISA - Intelligent Sensing

Anywhere 226Isolux 56Isolux Corsán 173, 139, 81, 82Isolux Infrastructure 151

J

Jadeium 100, 104Jagero Holding II 191Jantus 34Javelin Venture Partners 209Jazztel 135JC Flowers 130Jefferies Internaltional 44Jeremie 146, 145Jimmy Choo 33Jinchuan 198John Davidson and Associates

(JDA) 200Jones Day 52José de Mello Holding 22,

175, 178Joyent 57, 72, 139, 70J.P. Morgan 18, 92JP Morgan Securities 190JSC River Sea Industrial

Trading 218, 80JTB 165, 190JVRisk Technologies 208JZ International 205

K

Kaltex Comercial 54, 202, 134

Kantox 146Kaweri Telecom 74KDPOF 232, 233

Keiretsu Forum 147Kelly & Dell´oro Maini

Abogados 31Kemble Water 30, 31, 32,

88, 133, 199, 150, 173, 132, 225

Kemple Water 131KGAL 186Kibo Ventures 145, 209Kirkland & Ellis 31Kiwoko 202KKR 193, 70, 74KPMG 51, 58, 66, 69, 71, 72,

159, 162, 163, 165, 166KPMG Abogados 31, 69, 150Krzecin 186Kutxa 48, 56, 56Kutxabank 48, 51, 134

L

La Alegría Toledana 232Labelux 33La Caixa 132, 56La Caja de Canarias 20La Caldera Energía Burgos 30La Calderona 62Lafarge 100La Nevera Roja 209Lánzamen Capital 146Larraín Rencoret Lackington

& Urzúa Abogados 31Larraín Vial 34, 38, 161, 185,

187La Seda de Barcelona 116,

234La Sexta 204Latham & Watkins 69, 153,

157Lazard 55, 90Lazio 8 MWp 70Lee Group 100Lefosse 92Lefosse Advogados 29, 151Leirivending 116, 177LF Tel 88Liberbank 34, 48Libra Group 116, 229Lico Corporación 144Linklaters 22, 29, 42, 51, 179,

92, 96, 98, 110, 143, 149, 151, 157, 84, 85

Lintran do Brasil 56Lipofoods 190Lipotec 190Live Nation Entertainment

56Llorente & Cuenca 234Lubrizol 190Lucibel 205Lufthansa 155

Lusitâniagás 100Lusoponte 94Luxottica Group 56Luxpeak 66, 72

M

Machado, Meyer, Sendacz e Opice 92

Macquarie Group 32, 133Macro Libros and Gráficas

Integradas 203Magnum Capital 72, 73,

139, 154Magpower 116, 124Mail Certificado 200Mandriladora Alpesa 234Mapfre 46, 57, 130, 203Mapfre América 46, 130Mapfre Familiar 203Mapfre Mundial Holding

57, 203Mapfre Seguros Gerais 116,

117Marina d’Or 195Marqués de Campo Nuble 64Marval 81, 82Marval O´Farrel & Mairal 31Masaveu Brasil 195Massimo Dutti Portugal 100Maxam (antigua Unión

Española de Explosivos) 48, 50, 134, 135, 138, 156, 158, 163, 191

Maxima Grupè 202MBNA España 34, 48MC2 201McConnel Valdés 44MCH Private Equity 174, 70Meagher & Flom 75Mediobanca 18, 29, 36, 66,

72, 159, 160, 163Megafinance 124, 232Megalux 191Mémora 70Mercadona 56Mercapital 137, 35, 50, 54,

173, 66, 71, 75, 100, 101, 108, 114, 115, 232, 233, 132, 134, 137, 138, 139, 204, 152, 48, 56, 70, 74, 154, 154, 161

Merrill Lynch 90Metorex 198Metrogas 47Metrored 210MFO & Partners 76MH Hotels 62, 206Millennium BCP 172, 88, 89,

90, 100, 116, 234Minersa 198

Minerva Capital 208Miranda & Amado Abogados

31Mirvi Brasil 139Mitsubishi Corporation 56Miura Fund I 142Miura Private Equity 140,

142, 143Mivisa 16, 30, 33Mola Factory 57, 146Moltuandújar 116, 232, 233Mondadori 204MonteAdriano 180, 222Montealto 186Montepio 116, 117 Morais Leitão, Galvão Teles,

Soares da Silva Advogados 82, 84, 85, 176, 179

Morgan Stanley 24, 31, 40, 69, 159, 160, 162

Morningside Venture 33Mota - Engil 81, 82Mota-Engil Ambiente e

Serviços 80, 227Motive TV 74Motorola 55Moura Consulting 234Moza Banco 116Mozambique Government

86, 171, 176, 177, 178MTI- Minas de Moncorvo 224Mubadala 173Multi Corporation 81, 82Multiópticas Internacional 56Mutua Madrileña

Automovilista 16MVM Life Science Partners

33Mysportsgroup 148

N

N+1 137, 70, 74N+1 Capital Privado 35, 226,

74, 70, 70N+1 Private Equity , 30, 33,

56, 181, 70, 16, 70N+1 Private Equity Fund I 143N+1 Private Equity Fund II ,

56, 70, 70, 143Nader Hayaux & Goebel

Abogados 31Nanjing Automobile 190Nansa Capital 144Naspers 74National Grid 84Natixis 16Naturgas 187Naturgas Energía Transporte

151, 154, 166, 187 Nauta Capital 132, 145, 148

Nauta Techinvest I 148Nauta Tech Invest II 74Nauta TechInvest II 148Nauta Tech Invest III 145, 148Navision Software 209Nazca Capital 204, 56, 74, 74NCF Participações 100NCG Banco 70, 139Negofor 218Neo Metrics 157, 201Neo-Sky 70Nexenta 209Nice Systems 74Nisshin Oillio Group 74nLife 146nLife Therapeutics , 145Norbega 199Nordeste Segurança de

Valores 206Nordic 30, 33Nordic Capital 30, 33Nordkapp Gestión 201Novabase Capital Inovação e

Internacionalização 124NovacaixaGalicia 100Novagalicia Banco 72, 129,

154Novagalicia Banco

(Novacaixagalicia) 100Nove SGPS 100nub3d 147Nubera (GetApp) 229Nubori 64Núcleo de Comunicaciones y

Control 74Nueva Rumasa 64Nuevas Bodegas Riojanas 64Numericable 110Nutrexpa 156, 162, 166, 189Nyesa 195, 196

O

Oderbrech 82Odinsa 81OGMA 217OHL 16, 28, 156, 157, 159,

165OHL Concesiones 29OHL México 165, 193Oi Internet 100, 112Oi - Telemar 88Olam Internantional 64Oliren 98Oman Oil Company 215, 176,

80, 81, 85, 88, 98, 176, 177, 84, 85, 176

OMIP 116, 234Omni Helicopters 113Omys 116ON24 205

Oncovisión 145OneVet 100, 173, 174, 180,

113Ongoing 100, 112, 113Opodo 34, 48Oppenheim 60Optimus 229Orey Antunes 171, 227Oriental Bank and Trust 44Oriental Finacial Group 44Oriental Financial Group 44Oriental Financial Services

Corp 44Oriental Insurance 44Orizonia Corporación 56,

69, 162Oro Direct 205Orona 190Osborne Clarke 258Ovelar Merchandising 204

P

Padeinvest 57PAI Partners 30, 33, 206, 48,

33, 33PAI Partners 49, 136Palamon Capital Partners 53Panamericana Solar 48, 52,

188, 134Panasa 48Panificadora Central

Eborense 124Panrico 189, 156, 162, 162Papeleira Portuguesa 234Paradise Castle 62, 56Parpública 172, 175, 176, 88,

94, 100, 101, 106, 116, 139, 176, 177, 179, 180, 80, 82, 83, 84, 85, 87

Parque Eólico La Boga 30Parque Eólico Loma del

Capón 70Parque Eólico Marmellar 30Parque Eólico Sierra de

Carbas 30Parque Eólico Tesosanto 30Participadas 117Partícipes en Brasil 29Partrouge SGPS 171, 227Patris Investimentos 80, 81,

116Pavilhão Atlântico 228Pazo de Villarei 198Peixe Urbano 148PeopleFund 145Pepephone 210Perella Weinberg Partners

84, 85Pérez-Llorca 24, 149, 150,

154, 158, 260

Permira 31, 34, 48, 66, 48Petersen 38Petrogal Brasil 88, 89, 92,

216Pharmagenus 190Philippi, Yrarrázaval, Pulido &

Brunner 38Planta Fotovoltaica La

Rinconada 155Platja Amplaries 195PlaySpace 145Plaza Mayor Shopping 232Plenummedia 204PLMJ Advogados 82, 84, 83,

85, 90, 94, 175, 176, 177, 179

Politec 56Pontegadea 56, 153Pontia Capital 187, 204Portal iG 100, 112Port Aventura 137Portobello Capital 48, 50,

191, 135, 136, 138, 157, 158, 134

Portuguese Government 228, 98, 101, 106, 118, 177, 84, 179

Posse 31Posse, Herrera & Ruiz

Abogados 28, 31Precision 226Prefabricados Maher 195Preneal 70Prensa Ibérica 34, 48Prieto & Carrizosa 28Prieto y Cía Abogados 38Prince Capital Partners 202Privalia 53ProA Capital 34, 48, 70, 74Probos 143Probos Plásticos 181Procter & Gamble 29, 155,

156, 199, 205PROfounders Capital 145Prosegur 206PSP Investments 151, 158PT - Portugal Telecom 88,

227Publichance 116, 177, 226PwC 55, 73, 159, 166, 181

Q

Qatar Holding 16, 206, 206, 100

Qualitas Equity Partners 74Quatre Vallées I 186Quatre Vallées II 186Quimi Romar 144Quinta da Romaneira 180,

181, 224

Quinta das Lágrimas 228Quinta Romaneira 179

R

Rabobank 162, 278Ramón Hermosilla &

Gutiérrez de la Roza 158, 262

Ramón y Cajal 31, 62, 150, 153

Random House Mondadori 204

Razor´s Edge Fund 209RBS - The Royal Bank of

Scotland 34, 46, 48, 134Real Madrid 158Real Oviedo 158Realtime 173, 139, 113Realza Capital 138, 144Recimed 204Red Eléctrica 98, 185, 186Reditus 229Reditus Portugal 116Refrige 199Refrigor 100, 112, 114, 115,

173, 225Regenersis 165Regio Mármol 164, 198Regrigor 225Reiman Inversiones 145Rendelsur 199Renewable Power

International (RPI) 140, 187

REN - Redes Energéticas Nacionais 215, 80, 81, 84, 85, 86, 87, 88, 98, 100, 101, 116, 176, 177, 179, 234

Repsol 34, 35, 38, 185, 187, 16, 160

Repsol Butano Chile 34, 35, 38, 160, 161, 187

Repsol Francia GLP 38Resilux Ibérica 74Respsol Butano Chile 185Restauravia 53Reverté 164Riaper 226Ribera 56Riberalia Servicios Generales

195, 196Ribera Salud 69, 162Rionave 218Robles Miaja 54Rodilla 120, 207, 235Rodrigo, Elías & Medrano

Abogados 52Rothschild 54, 161, 162RPI 187RREEF Infrastructure 30

Rubaiyat 66, 154Rumbo 69, 162, 56Ruralcaja 129Ruralvía 129RWE Innogy 186RWE Renewables Polska 186Rymsa Telecom 74

S

S21sec 74, 77Saba 131Sabadell Corporate Finance

166Saba Infraestructuras , 193,

34, 48, 70, 74, 74, 74Sá Carneiro Advogados 22,

96, 149Sacyr Vallehermoso 16, 193,

16Salvor 116San Camilo 137Sandetel 56, 70San Diego hotels 206Sanitas 69, 162San José 137Sankaty Advisors 132Santander 58, 73Santander Capital 133Santander Consumer 30Santander Consumer USA 30Santander Global Banking

& Markets 31, 36, 73, 75, 108, 115, 160, 161, 163, 167

Santander Private Equity 30, 31, 32, 88, 131, 133, 150, 155, 173, 199, 225

Santander Private Equity I 133

Santander Private Equity II 133

Santoro Financial Holdings 112, 172

Sara Lee Group 100Saria Bio-Industries 191Sarrow 186Saxo Bank 88, 100Schneider Electric 34Scottish Southern Energy

(SSE) 34, 46, 185, 186Secil 174, 88, 100, 100Secuoya 143, 144, 166, 204Securitas Group 74, 76, 142,

206Security Line 191Seda Solubles 64Seed Capital Portugal 124SeedRocket 74Segura 206Segur Ibérica 70

Semapa 88Semaq 116, 122, 219Semenza Medical 232Sener 234Sequoia Capital 55, 134Serra Lopes, Cortes Martins

179Serveis Funeraris de

Barcelona (SFB) 70ServiCaixa 56Sérvulo Advogados 82, 96,

175Setgás 100Setlinings 218SGC Energia 174, 215SG Finacial Advisors 92SGL 218Sherpa Capital 203Shopping Center Penha 116Shortcut Ventures 145Sibán 116, 234Sierra Sesnández 70Sierra Ventures 209Sigma Energías 186Silopor 80SIMUM 227, 80Sinaer Inversiones 206, 70,

139Singapore Telecom (SingTel)

55, 64, 134Sinia Renovables 70Sinopec 88, 89, 92, 216SINUM 171Sistemas Avanzados de

Control (SAC) 158SJ Berwin 151Skadden 75Slate 75Soares da Silva 177Social Point 148Sociedad de Proyectos

Temáticos 153Sociedad de Proyectos

Temáticos de la Comunidad Valenciana (SPTSV) 157, 201

Société Générale Group 16Socios Financieros 76Sodena 74, 77, 186Sogrape Vinhos 74, 75, 100,

101, 108, 114, 115, 232, 154, 217, 163, 173, 233, 139, 154

Solaria Aleph Generación 70Solarpack 48, 52, 134Solé Graells 142, 143Solimar 206Sonae Capital 116Sonae Sierra 81, 82Sonae Sierra Brasil 116

SOS Corporación Alimentaria 233

Sotralentz Packaging 192Souvigné 186Souza, Cescon, Barrieu, &

Flesch Advogados 31, 150Sovena 116, 233Spanish Government 20, 42Spectrapply 147Spectrum Group

International 57Spirit Private Equity 140Splitweet 209Sport TV 227SRS Advogados 82, 177, 179,

180Stable Investment

Corporation 34, 46Stahlwerk Thüringen 34, 35,

36, 151, 160, 161, 164, 165, 167, 189

Starbull 130State Grid Corporation of

China - SGCC 215, 80, 81, 84, 85, 88, 98, 85

Stericycle Europe 156Steuler 141, 164Stirling Square Capital

Partners 113Stop&Walk 209Styrolution 70Sugalidal 100, 112, 217Sumol+Compal 100, 114,

115, 120, 173, 225, 234, 235

Sun European Partners 70Superhouse 191Supersol 202Suztapen 139Swissport Handling 30, 33,

48, 206Swiss Re 60Syrsa Automoción 200

TTabaqueira Bel II 116Tabaqueira Bell II 177Tacna Solar 48, 52, 188Tagus Tagus Holdings 16, 22, 56,

88, 96, 149, 116, 175, 220, 225, 234, 235

Talecris 16TAP Air Portugal 172, 180,

181Tap Tap Networks 145Targobank 24Tarpipe 229, 234, 235Tasamadrid 130, 136, 201

Tauil & Chequer Advogados 31

TDF Group 56, 70Tech Rock 191Tecno Ledspro 205Tecnor 201Tecresa 141, 164Tecvasa 199Teldat 166Telecable de Asturias 34, 48Telefónica 16, 26, 30, 31, 42,

55, 56, 69, 17, 132, 134, 149, 150, 160, 56, 74, 160

Telefónica de Contenidos 189, 56

Telefónica Digital 57, 72, 148, 209

Telefónica International 16, 17, 26

Telefónica Ventures 57, 72, 139, 145, 70, 163

Telles de Abreu 180Telstar 157Telvent 34Telvent Global Services 74, 77Temasek 131, 203Termotécnica 81, 82Terra Mítica Park 130, 153,

157, 201Thames Water 32, 133, 150,

155The Boston Consulting Group

51The Crowd Angel 147The Eat Out Group 29The Jordan Company 205The Size Sintered Ceramics

142Thomas Cook 62, 56Tiltra Group 56Tinsa 51, 130, 136, 201Tiverley 116, 177, 226Tobis 116, 118, 228TokBox 209Toprural 74, 76, 77Toquero Express 234, 235Toquero France 234, 235Torreal 34, 48, 70, 74Total 16, 187, 16TotalBank 24Totalgaz 38, 187Towerbrook Capital Partners

33TPG Capital 88Trackja Polska 56Transbank Segurança 206Translink Capital Partners

209Transportadora de Energía

(TDE) 185, 186Transporte de Valores 206

Trefinos 112, 219, 232, 233Tribugest Gestión de Tributos

144Trilantic Capital Partners 48,

51, 137, 152, 165, 134Trilantic Capital Partners 51TR Lenz (Depósitos Tubos

Reunidos Lentz) 192Tróia B3 116Tubos Reunidos 192Turismos la Raza 200Turnaround 56Tusquets Editores 205

U

UAV Naviagation 189UBS 66, 92, 163Unicaja 56, 70Unión Fenosa 48Unión Fenosa Deocsa -

Deorsa 48Unión Médica Regional 48Uniwindet 70Unnim Banc 130Urbaenergía 70Uría Menéndez 28, 29, 31,

36, 51, 73, 75, 76, 150, 151, 152, 154

Uría Menéndez - Proença de Carvalho 90, 110, 114, 175, 176, 177, 180

USP Hospitales 34, 46, 48, 49, 134, 136, 137, 161, 161

V

Valanza 54, 202, 134Vale- Companhia Vale do Rio

Doce 224Vallis Capital Partners 173,

174, 180, 222Valoritzacions

Agroramaderes Les Garrigues 185

Veremonte 198Vicrila 192Victory Corporate 56Victory Turnaround 69, 153,

157, 189Vidacaixa - Adeslas Seguros

Generales 16Vida y Pensiones 47, 131Vieira de Almeida Advogados

22, 84, 90, 175, 180Vila do Conde Transmissora

de Energia 56VINCI Concessions 175, 176,

178, 80, 88, 94, 81, 83, 82Vinson & Elkins 92Viroc 174

Vista Capital 48, 50, 191, 135, 136, 138, 157, 158, 134

Vital 48, 51vlex 146VNews 204Vodafone 55Volotea 206, 70, 139Volstad Maritime 218Votorantim Cimentos 88, 90,

172, 195Votorantim Europe 195

W

Watson 190Wattio 209Weather Investment II 57,

70, 72, 139, 148Westcon Group 154West Group 139Wideoo 130

X

Xange Private Equity 148Xerez Club Deportivo 201

Y

Yorkville Advisors 191Yorkville Capital Dutch 191YPF 16, 185, 187, 38, 16Ysios BioFund I 33Ysios Capital Partners 208Yuilop 145

Z

Zala Colombia 136Zap 104Zara Portugal 100ZIV Aplicaciones y Tecnología

35, 55, 56, 156, 165, 166ZON Multimédia 100, 104,

227, 229Zürich Airport 81Zyncro 145

NOTES

Documents

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