Our Insights into M&A Trends: Global DynamicsJuly 2013

Contents

2 Clifford Chance Our Insights into M&A Trends

1 M&A – The Global Picture 3Global activity levels 4Sector variations 5Regional trends 6

2 Key drivers and challenges for M&A in 2013 8Where’s the money being invested? 12European M&A 14Growth markets 16 Financing M&A in the current economic environment 18

3 Managing risks in global M&A 20Navigating political pressures and protectionism 22Political and reputational risk 24 Tax risk 25 Alternative deal structures 26

Global M&A team – Key contacts 30

M&A – The Global Picture

1Clifford Chance Our Insights into M&A Trends 3

Activity levels remain subdued across all regions as we move into the second half of 2013. For themoment, caution prevails – fuelled by the global macroeconomic environment, slowing growth in keyemerging markets, the implications of the inevitable tightening of fiscal policy and continued politicaluncertainty.

However there are several positive indicators in the market which have not yet translated intoincreased deal activity: Liquidity is returning, equity markets have performed well (despite inevitableperiods of volatility), and confidence seems to be tentatively returning to boardrooms, particularly inthe US where the economic recovery is, perhaps, most robust. As a result we are seeing M&Apipelines starting to build and this leads us to be optimistic that there will be an upward trend in theglobal M&A market towards the end of this year, and into 2014. For this to happen, there will need tobe a period of continued relative calm and stability in the markets, which will boost confidence andstimulate the transformational deals which have been largely lacking in recent years.

Executives of global corporates confirmed in our 2013 survey* that the key driver for their global M&Astrategy is to access new markets with good long-term growth prospects, and as such we willcontinue to see companies accessing the expanding consumer base in higher-growth markets suchas China, South East Asia and Africa. In addition, the same survey showed that Europe remains anattractive and important M&A market for any global player. Asian companies in particular areincreasingly keen to invest in Europe and especially eager to acquire strong brands, technology andexpertise. The US market is already experiencing a revival, with several mega-deals already this yearand our own experience in that market suggests that this momentum will continue.

Matthew LaytonGlobal Head of Corporate, Clifford Chance LLP

Visit our online resource:The Clifford Chance Global M&A ToolkitClarifying the complex world of Global M&Awww.cliffordchance.com/GlobalM&AToolkit* Our 2013 survey of 370 global companies. For more information, please see our report:

European M&A: On the road to recovery?

Global activity levelsGlobal activity levels have continued to fall in the first half of 2013, as a result of ongoing macroeconomic uncertainty and a lack of boardroomconfidence across all regions. Pipelines are building, and the second half of the year looks more positive than the first

“The world economy remains in flux in the wake of the global financial crisis, and we areseeing economic power shift from West to East. Developed nations are rebalancing theirfragile economies and, whilst there will no doubt be bumps along the way, emergingand growth economies are now in the driving seat for global economic growth”

Malcolm Sweeting, Senior Partner

Global M&A Activity

2004

1,400

1,200

1,000

800

600

400

200

0

4,500

4,000

3,500

3,000

2,500

2,000

1,500

1,000

500

0Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4

2005 2006 2007 2008 2009 2010 2011 2012 2013

Q1 Q2 Q3 Q4 Q1 Q2

Valu

e of

dea

ls (U

S$b

n)

Volume of deals

Source: Data produced by Remark, taken from mergermarket.com

n Value of deals ––– Volume of deals

$

XXL

‘Mega-deals’ (US$ 10bn+) made up 17% of the total value of global M&A inthe first half of the year. Six of the nine mega-deals involved US targets – Heinz,Dell, NBC Universal Media, Life Technologies, Zoetis and NV Energy. Othermega-deals included Liberty Global’s acquisition of the UK’s Virgin Media andVodafone’s bid for Germany’s Kabel Deutschland

The value of global buyouts totalled US$ 144bn in the first half of 2013, up 17%compared to the same period last year, as increasing confidence returns to theprivate equity sector

The emerging and high-growth markets remain attractive, with US$ 253bn ofdeals (28% of total global M&A) in the year to date – although activity levels inthese markets declined in the first half, in line with the general fall in globalM&A levels

The TMT and consumer sectors showed the most resilience in the first half of2013, increasing their share of global M&A activity to 19% and 14% respectively.Energy, Mining and Utilities remains the most active sector for M&A, representing20% of total global M&A activity

Cross-border M&A deals represent 36% of total activity in the year to date, withdeal value totalling US$ 318bn. US$ 193bn comprised M&A between regions(22% of total global M&A). The map on page 12 shows key M&A flows betweenthe 5 principal regions

However, there was a late surge in M&A deal value in June 2013, which led to a10% uptick in deal value in the second quarter of 2013 as compared to the firstquarter, with US$ 469.5bn of deals announced

Global M&A in the first half of 2013 decreased 28% by value compared to thesecond half of 2012, with transactions totalling US$ 896bn. This represents a13% decline compared to the same period last year. The volume of M&A dealsfell 15% to 5,779 deals

Sector variationsThe TMT and Consumer sectors have been buoyant in the first half of 2013, increasing their shares of total deal activity to 19% and 14% respectively.Activity in the TMT sector looks set to continue with the proposed merger between Publicis and Omnicom announced in July, the largest transaction in theyear to date. The Energy, Mining and Utilities sector also remained active with US$ 182bn in deal value, although its share of total activity fell by over 5%

Clifford Chance Our Insights into M&A Trends

Energy in US – David Evans, Energy Partner (Washington DC)“Unless the US shale revolution is severely restricted by environmentalconcerns, continued development of non-conventional hydrocarbons,located in shale and produced by hydraulic fracturing and horizontaldrilling techniques, will dramatically change the US energy construct.This will generate more M&A activity, including (to the extent allowed byregulation) investment by State Owned Enterprises in energy,petrochemical or related assets”

5

Deal value in H1 2013 (US$bn)

Change in m

arket share from FY

2012

Energy, Mining andUtilities

Consumer, Retail andLeisure

TMT

Industrials andChemicals

Healthcare

Real Estate andConstruction

Transportation

0 20 40 8060 100 180160140120 200

Source: Data produced by Remark, taken from mergermarket.com

+2.8%

+4.6%

+1.2%

+1.1%

+1.0%

-2.2%

-4.1%

-5.3%

Industrials in Germany – C. Goldschmidt, M&A Partner (Frankfurt)“Industrials are constantly looking for strategically attractive targets.Due to the uncertain economic environment a number of transactionshave been put on hold. However, if the economic outlook improves, thistailback of transactions will disperse as deals get done. In addition,consolidation in many sub-sectors will continue and we will see anincreasing number of joint ventures”

Consumer in Middle East – Nigel Wellings, M&A Partner (Dubai) “From luxury brands through to quick-service restaurants,the sector remains buoyant, driven by continued high tourism rates andper capita income. Growth in retail is no longer a Dubai phenomenon,with Abu Dhabi and other GCC countries also experiencing growth.M&A is supporting this growth as brands look to move from adistributorship model to regional joint ventures, larger conglomerateslook to add businesses and private equity also tries to play a part inallowing developing businesses to access capital”

FIG in Asia – Roger Denny, Head of M&A in Asia Pacific“Changes in the regulatory environment and a greater focus by manyinstitutions on key markets continue to drive M&A activity in the financialservices sector in Asia. Japanese banks and insurance companies havebeen particularly acquisitive in the region, despite a weakening Yen, asthey seek access to new and growth markets. South East Asia isa real hot spot, particularly in respect of insurance transactions.Bancassurance opportunities are highly sought after and often beingcombined with disposals”

Financial Services

Regional trendsOur map shows that continued subdued global M&A activity levels in the first half of the year were due to reduced activity across the major marketsof the US, Europe and Asia Pacific. Latin America also saw a decline. The Middle East and Africa was the only region to show an increase in activitylevels compared to the second half of 2012

6 Clifford Chance Our Insights into M&A Trends

North America

US$ 369 billionEurope

US$ 269 billion

Latin America

US$ 44 billion

Asia Pacific

US$ 195 billion

Africa and Middle East

US$ 29 billion

H1 2013 vs H2 2012

H1 2013 vs H2 2012H1 2013 vs H2 2012

H1 2013 vs H2 2012

H1 2013 vs H2 2012

+2%

-37% -22%

-18%

-9%

Note: Interactive maps showing investment flows into and out of each region are available on the Clifford Chance Global M&A Toolkit www.cliffordchance.com/GlobalM&ATrendsData produced by Remark, taken from mergermarket.com

Regional trendsKey impacts in different regions

Clifford Chance Our Insights into M&A Trends 7

Asia Pacific

n M&A activity is down on 2012 levels. IPOs have been at a low level inIndia and restrained by a temporary moratorium in China. Lack ofconfidence due to global economic and euro zone uncertainty,together with slowing GDP growth in India and China

n However bright spots include South East Asia, and hot sectors areenergy, mining and utilities, consumer, transport and healthcare

n The rapid decline in the Australian dollar may entice buyers asvaluations reduce. The number of assets available, particularly in theenergy and resources sector has increased, along with acquisitionactivity, as the commodities boom normalises. Political uncertainty asthe Australian federal election approaches may hamper the greenshoots of M&A growth

n Despite the recent devaluation of Yen, most Japanese corporatescontinue to look for investment opportunities offshore

Latin America

n Significant regional fall in M&A activity in the first half of 2013 due, inpart, to a slowing economy in Brazil and general uncertainty over thismarket

n Infrastructure, mining, energy, natural resources, financial services andconsumer/retail are the key sectors driving M&A activity

n Outlook is one of cautious optimism as the continent continues toattract foreign investment. Growth prospects for 2013 are positive inMexico, Chile, Colombia and Peru; and recovery is expected in Brazilfuelled by the 2014 World Cup and 2016 Olympic Games

US

n Whilst the value of US M&A fell in H1 2013 as compared to thebumper second half of 2012, it is up 8% (US$ 336.7bn) on the sameperiod last year (US$ 312bn), as a result of several large deals (dealcount was down by 19% over the same period). There were almosttwice as many mega-deals (US$ 10bn+) in the first half of 2013 than inall of 2012

n With continued limited opportunities for organic growth, markets arerewarding companies pursuing strategic M&A, and improved equityvaluations are driving the market. Shareholder activism is a continuingtrend, with activist funds outperforming

n 86% of US M&A in H1 2013 comprised domestic deals

n TMT is the most active US sector currently, with a 25% market shareby value and four US mega-deals in the year to date

Europe

n The 22% fall in H1 2013 activity comparedwith the previous six month period wouldhave been significantly greater absent a floodof deals announcing in June 2013. Deal flowis characterised by bolt-on acquisitions, non-core asset sales and bargain-hunting

n TMT overtook energy and resources as themost buoyant sector largely due to twomega-deals in that sector: Liberty Global’sUS$ 25bn acquisition of Virgin Media andVodafone’s US$ 13.7bn acquisition of KabelDeutschland

n The UK and Ireland were the Europeanhotspots, with a combined 29% share ofEuropean M&A by value

Middle East

n Key drivers for M&A include disposal of non-core assets; government-backed consolidation; restructuring-driven asset divestiture.Consumer-led businesses continue to perform well

n Political issues across the region continue to impact M&A, drivingsome movement of capital out of the relevant countries to the benefitof other more stable parts of the region

n Impact of announced infrastructure spend in Abu Dhabi, Saudi andUAE is beginning to flow into the market (eg in real estate sector).Tourism in UAE remains high, and property prices are moving upwards

Africa

n M&A is being driven by investors looking toachieve growth in their businesses byinvesting in some of the fastest growingeconomies in the world

n Energy, mining and utilities continues todominate, representing nearly 70% of M&Aby value in H1 2013

n Sectors such as telecoms, consumer andfinancial services are performing strongly asinterest continues to grow along the entirevalue chain leading to the African consumer

Key drivers and challenges for M&A in 2013

28 Clifford Chance Our Insights into M&A Trends

10 Key drivers and challenges

12 Where’s the money being invested?

13 Trends in inter-regional M&A

14 European M&A: on the road torecovery?

15 Europe: significant investmentopportunities are arising

16 Growth markets

17 Focus on Africa

18 Financing M&A: trends in the currenteconomic environment

19 Financing M&A: regional trends

Clifford Chance Our Insights into M&A Trends 9

Key drivers for cross-border M&A in 2013...

10 Clifford Chance Our Insights into M&A Trends

Cash on balance sheetsUS$ 1.78tn held by US corporates alone

Congested pipelineresulting from low levels of recent M&A

Drive for higher returnsby accessing emerging and high growth markets

Shareholder activism and the need to create shareholder valueleading to divestments of non-core assets and spin-offs, having exhausted all internal restructuring options

Ongoing fight for natural resourcesdriving M&A in certain markets

Opportunismas quality assets come onto the market through privatisations and divestments by distressed sellers, particularly in Europe

High-growth market biddersaccessing technology and brands in developed countries

Age of PE portfolio investmentsmany assets ripe for exit

Cheap debt and relatively stable market conditionsin the equity and debt capital markets

...and challenges for cross-border M&A in 2013

Clifford Chance Our Insights into M&A Trends 11

Low growth environmenteconomic slowdown in Asia, and flat/negative growth across much of Europe

Uncertainty around measures/timescale for resolving Eurozone crisisbut outlook in Europe is increasingly positive

Continued macroeconomic and political uncertainty in the UStightening of monetary policy and possible fiscal cliff battles

Difficulties achieving cross-border integrationpreventing realisation of expected synergies

Uncertain political and fiscal environmentholding back cross-border investments

Sovereign measures to protect natural resourcesand other protectionist measures

Navigating the global regulatory environmentantitrust and other regulatory regimes increasingly complex

Shareholder scrutiny and activism making boards wary of transformational deals

Gap in buyers’ and sellers’ value expectationsresulting in a ‘wait and see’ approach

Where’s the money being invested?US$ 193bn of total M&A activity in the first half of 2013 comprised deals that spanned the key regions. Our heat map shows the value of the twogreatest flows of cross-border investment into each of: North America, Latin America, Asia Pacific, Europe and Africa/Middle East. The most significantflow remains from North America into Europe (US$ 62bn), whilst M&A from Asia Pacific into Europe was the second greatest flow (US$ 20bn) –a change from 2012, when Asia Pacific investment into North America had been significantly higher

12 Clifford Chance Our Insights into M&A Trends

Note: Interactive maps showing investment flows into and out of each region are available on the Clifford Chance Global M&AToolkit www.cliffordchance.com/GlobalM&ATrendsData produced by Remark, taken from mergermarket.com

50,000+m

15,000m – 50,000m

10,000 – 15,000m

5,000 - 10,000m

2,500 – 5,000m

Trends in inter-regional M&AWe consider how the investment flows shown on the map opposite reflect deal activity in the first half of 2013, as compared with the previous 6 monthperiod, and some of the key trends underpinning these activity levels

Clifford Chance Our Insights into M&A Trends 13

North America

Europe

Asia Pacific

Latin America

Africa/MiddleEast

n Inbound: Cross-border M&A into North America decreased significantly on the previous 6 month period, with a 72% fall in value. Volume was also downn Inbound: The 2 greatest investment flows into the US continue to be from Europe (US$ 15.4bn) and from Asia Pacific (US$ 16.8bn (ex Japan)) although these

were down 69% and 39% respectively as compared to the previous half-yearn Outbound: Increased confidence in M&A in North America did not translate into increased outbound deal activity, which remained flat in aggregate as compared

to the previous period. Europe was the key investment destination (US$ 61.6bn), seeing a marked 18% increase from the previous 6 months

n Inbound: The value of M&A into Europe increased by 3% as compared to the previous six months, despite the number of deals falling by 18%. The numberswere buoyed by increased inbound activity from Asia Pacific and North America

n Inbound: North American bidders were responsible for a massive 71% of inbound M&A into Europe (US$ 61.6bn), comprised of 241 deals – Liberty Global’sUS$ 25bn acquisition of Virgin Media is Europe’s largest inbound deal in the first half of the year

n Outbound: The value of outbound deals by European bidders totalled US$ 37.7bn, representing a 54% fall as compared to the previous period

n Inbound: Total inbound M&A into Asia Pacific fell by 27% (by value) on the previous period. The fall was most pronounced from Europe, where levels fell by 42%.However the value of European M&A into China increased significantly, due to several high-value deals, (eg stakes in Dongfeng Commercial Vehicles and BAICMotor Co)

n Inbound: US M&A into Asia Pacific (ex Japan) increased 12% on the previous period (eg Mylan’s US$ 1.6bn purchase of Agila Specialities)n Outbound: The value of outbound M&A from Asia Pacific remained stable with North America and Europe the key investment destinations. Despite Shuanghui’s

US$ 6.9bn bid for Smithfield Foods, outbound M&A from China fell by 22%

n Inbound: Total inbound M&A experienced a 33% decrease by value, primarily as a result of decreasing M&A into the Brazilian market. However this was off-setby an increase in M&A originating from Asia Pacific, which totalled US$ 3.7bn in the first half of 2013

n Outbound: Total outbound M&A from Latin America fell by 58% on the previous period. In particular interest in Europe waned, and this led to North Americataking over as the most popular investment destination, representing 53% of outbound M&A from Latin America by value

n Inbound: Taken together, Africa and the Middle East saw a 52% increase in inbound M&A in the first half of the year, compared to the previous period. It was theonly one of the five key regions to experience inbound M&A growth

n Inbound: Asia Pacific investors remain the principal M&A investors into Africa (57% of inbound M&A by value), driven by the continued attractiveness of naturalresources, e.g. China National Petroleum’s US$ 4.2bn acquisition of a 28.6% stake in Eni East Africa

n Outbound: Despite the number of outbound deals from Africa and the Middle East rising by 7%, there was a 27% fall by value

European M&A: On the road to recovery?While caution prevails as economic uncertainty continues, our 2013 global survey European M&A: On the road to recovery?* confirms that the Europeanmarket remains very much on the radar for investors – including those from the United States and Asia Pacific. The size of the European market is key forany global player. This, together with its highly skilled workforce and technology capabilities, are key attractions of the European market

14 Clifford Chance Our Insights into M&A Trends

Despite the difficult environment, global senior executives identifyEurope as their preferred M&A destination, after Asia Pacific:

The hotspot for investors is Western Europe, with the UK alsofeaturing strongly

Europe 42%

Americas 31%

Middle East/Africa 17%

Asia Pacific 47%

Western Europe

UK/Ireland

Scandinavia

Southern Europe

Central/EasternEurope

18%

21%

21%

28%33%

Technological know-how

Europe’s attractions

Global brands

Socio-political, regulatoryand legal framework

Infrastructure

Skilled talent

Size and location

Number of wealthyconsumers

Low growth environment

Challenges to navigate

Euro zone instability andpolitical disunity

Financing (for SMEs inparticular)

Political risk andprotectionism

Reputational risk

Employment laws

Fiscal riskPE exits

Opportunities

Distressed sellers

Non-core assets

*In the first half of 2013 the Economist Intelligence Unit carried out a global survey on cross-border M&A on behalf of CliffordChance. The main focus was on Europe – it explored M&A opportunities and current perceptions of key risks to successfulM&A transactions, against the backdrop of the complex political and economic environment. 370 senior executives fromcompanies with annual revenues in excess of US$ 500 million were surveyed, from across Europe, Asia Pacific, theAmericas and the Middle East, and from across a range of industry sectors: www.cliffordchance.com/EuropeanM&AReport

European M&A: significant investment opportunities are arisingWhilst deal flow remains weak in Europe, there are opportunities for investors willing to take bold and shrewd decisions, and a longer term view.Observers generalise and group together the euro zone countries although the reality is that the opportunities and risks are different. Equally UK, Switzerlandand other countries outside the euro zone are perceived to offer shelter from euro zone troubles, and access to Europe with reduced currency risk

Clifford Chance Our Insights into M&A Trends 15

Germany/Benelux/Finland/Austria

n Strong balance sheets/cash reserves and relativeimmunity from the distress in other parts of Europemeans sellers’ valuations remain high and limiteddistressed opportunities are arising

n Investors are targeting strong industrial technology todevelop home operations (eg Jianshu Jinsheng’sacquisition of the textile machinery division of Oerlikon)

France

n Market somewhat paralysed throughout 2012 due toPresidential elections and the consequent refocus ofeconomic strategy

n Following this period of inertia, we expect that in2013/14 large corporates will once again be able tomake strategic decisions, seizing investmentopportunities and executing divestment strategies

n PE sector remains slow due to recent legislative/taxmeasures having a particular impact on PEtransactions (eg deal structuring and managementincentive packages)

Portugal/Greece/Slovenia

n Sovereign divestments now underway (eg airports) –particularly attractive to larger international buyers withstrong cash positions, looking for right opportunities toexpand/grow their core businesses; also purchasersfrom growth markets, including those with limitedcross-border M&A experience

n In Greece, corruption concerns, low levels of tax collection,high labour costs and the continued risk of sovereigndefault/euro exit are key risks deterring investment

Ireland

n Ireland has successfully driven throughstrict austerity measures. Asset values and labourcosts have fallen; political/economic stability, and lowtaxation rates mean strong investment potential

n Sales of diverse assets by Irish state entities arecreating attractive investment opportunities

Italy/Spain

n Distressed assets on the market including in theconsumer and real estate sector. Sovereigndivestments/privatisations also creating opportunitiesfor infrastructure and strategic investment. Wave ofdisposals of non-core businesses by largecorporates/financial institutions continues

n Top brand and retail/consumer industries beingtargeted by foreign/local competitors in Italy; financialinvestors also interested in assets generally (egQatar Holding’s €2bn “Made in Italy” JV); in Spaintop infrastructure related and energy assets arebeing targeted

n Risk factors include political instability in Italy, andcompletion of banking system reorganisation inSpain. Although there is a lack of economic growthin the South of Europe, the M&A market continuesto be active

n Company valuations are low, and interesting targetsare available at attractive prices

Euro zone: a patchwork of investment opportunities and risks

“Many Korean companies looking for growth in foreign markets areaggressively hunting for undervalued overseas assets. More andmore of our clients believe that the current economic turmoil inEurope offers attractive opportunities for them to buy highly-coveted European assets at great value”

Hyun Kim, Partner, Head of Korea

Growth markets: an increasingly significant percentage of global M&A Growth markets M&A decreased by 29% in value in H1 2013. Nevertheless, bidders still come from all regions, with different rationales – Asian buyerstypically focus on resources for domestic demand (e.g. extractive industries) while buyers from the West target growing consumer bases

16 Clifford Chance Our Insights into M&A Trends

Macroeconomic driversn GDP growth n Population growth, youthful populationn Rising disposable income; optimistic

consumer classn Demand for infrastructure developmentsn Political stability (although some exceptions)

Sector expansionsn Consumer goods and retail – Unilever’s acquisition

of 14.8% public float by existing 52.3% shareholder(with intention to increase to regulatory maximumholding of 74.99%) for GBP 3.6bn.

n TMT – Baskindale Limited’s GBP 4.2bn acquisitionof Egypt’s Orsacom Telecom Holding S.A.E.

n Energy, mining – Shell’s GBP 4.4bn acquisition ofRepsol S.A.’s Trinidad and Tobago LNG Assets andSinopec’s acquisition of stakes in Kazakhstan’sCaspian Investments Resources Ltd, MansarovarEnergy Columbia Ltd and Taihu Limited for GBP1.7bn.

Our webinar on “M&A in growth economies: challenges andopportunities” is available through the Clifford Chance Global M&A Toolkitwww.cliffordchance.com/GlobalM&AToolkit

“Thriving markets stimulated by a surge of economic and population growth leadinvestors to examine opportunities in the growth markets – investors encounterchallenges such as lack of available infrastructure and uncertainty in legal and taxregimes – yet opportunities exist and these challenges are navigable”Kem Ihenacho,M&A Partner and Co-head of Africa Practice

Growth Markets M&A Activity Trend

20052004 2006 2007 2008 2009 2010 2011 2012 2013

600

500

400

300

200

100

0

30%

25%

20%

15%

10%

5%

0

Valu

e of

dea

ls (U

S$b

n) % of G

lobal M&

A

n GM M&A (Value) ––– GM M&A as % of Global M&A Source: Data produced by Remark, taken from mergermarket.com

Growth markets: focus on AfricaUS$ 13bn was invested into Africa during the first six months of 2013 through 67 transactions. Interest in resources deals persists but M&A activity in2013 was characterised by an increased focus on the African consumer. Middle classes with disposable income are growing rapidly and demand forconsumer goods and services has soared with investors tracking the entire value chain leading to the African consumer

Clifford Chance Our Insights into M&A Trends 17

Resources dominate

The largest M&A transactions are dominatedby resources deals for example, ChinaNational Petroleum Corporation's US$4.2bn acquisition of a 28.6% stake in EniEast Africa Spa

Regulatory changes

M&A activity in oil and gas in Nigeria is beingstimulated by regulation promoting localcontent and the anticipated enactment ofthe petroleum industry bill. Regulatorychange creates an opportunity for localplayers backed by international finance –see Helios’ backing of Eland Oil & Gaswhich acquired the OML40 on-shore fieldfrom Shell in 2012

Consumer facing

The growth of the African middle class withincreased spending power is a significantdriver of activity. Abraaj Group’s acquisitionof Fan Milk, a West African manufacturerand distributor of dairy products, is a goodexample of investing in a business driven byconsumer growth.

Telecoms

Africa is the fastest growing telecomsmarket in the world and remains under-penetrated by developed market standards.Non-voice usage is driving demand for dataand the telecoms infrastructure to support it.Consolidation between operators is likely tocontinue, as is continued innovation in assetsharing such as telecom tower sale andleaseback transactions

Financial services

Activity in this sector continued as Actissold its majority stake in Ugandan lenderDFCU Limited for US$ 43.2m to RaboDevelopment B.V. and The Norwegian Fundfor Developing Countries

Private equity

The size and number of funds continueto increase. Global PE funds (not justspecialists) are targeting the market withdedicated funds and institutional investorsare increasingly looking to commit capital toAfrican sponsors. Domestic pension fundsare unlocking allocations to PE as seen inBotswana and Nigeria

Key trends in the region

Clifford Chanceare currently ranked“top tier” for ourwork in Africa byChambers Global

Financing M&A: trends in the current economic environment The shortage of available credit that has weakened M&A activity over the past few years is easing, with large companies across many regions nowhaving access to cheap credit. Liquidity has returned to the US market, equity markets have risen and are relatively stable, and IPO markets arestarting to open up. In addition, companies across all sectors are finding alternative innovative ways to finance M&A activity

18 Clifford Chance Our Insights into M&A Trends

Companies continue to use newways to finance acquisitions:n Private Equity: more sponsor-backed deals and JVs with

strategic investors (e.g. Michael Dell and Silver LakePartners' joint bid to acquire Dell Inc). Greater use ofcombined bond/loan structures (e.g. super senior revolvingcredit facilities)

n Energy: more supply chain financing, asset swapstructures (e.g. BASF to hand over to Gazprom its stakesin European gas businesses in return for 25-50% stake inSiberian gasfields), JVs with strategic investors, or share forshare acquisitions (e.g. Petroceltic’s acquisition of Melrose)

n TMT: extensive cash on the balance sheets of TMTcompanies is being employed (e.g. Liberty Global’s US$25bn acquisition of Virgin Media), particularly by UScorporations. However the impact of US repatriation taxesmay continue to affect this trend

n Real Estate: listed companies may access the corporatebond market, whilst other real estate participants maycontinue to turn to “new finance providers” (such asinsurance companies and private equity funds) or JVs withcapital-rich entities (such as SWFs or pension funds)

n CG&R: retail companies with strong balance sheetsincreasingly using cash; also accessing debt markets toobtain investment capital (e.g. Amazon’s US$ 3bn debtoffering – its largest in a decade)

Key factors impacting

n Cheap credit available for highly-rated borrowers,as debt capital markets open up in the US

n Equity markets in the US and Asia experiencingprolonged period of relative stability and are broadlyon upward trajectory, with Europe following suit(although markets remain prone to shocks)

n Regulatory changes impacting financial institutionscontinue to negatively impact bank lending

n IPO markets opening up compared to 2012,particularly in the US, but not yet back to significantlevels of activity in many regions

n Private equity funds increasingly able to borrow foracquisitions in the US and also, to a lesser extent,in Europe

n Alternative sources of finance becoming availablethrough the so-called 'shadow banking' market

“There is no shortage offinance for highly ratedborrowers – both in terms ofthe capital markets and banklending. Other borrowers arehaving to look at other formsof debt finance and be moreflexible in their approach.There is no doubt that theshadow banking industry isexpanding daily”Robert Lee, Co-head of London Financepractice

Our webinar on “Putting corporates’ cashto work” is available through the Clifford ChanceGlobal M&A Toolkit

www.cliffordchance.com/GlobalM&AToolkit

Financing M&A: regional trends Key impacts in different regions

Clifford Chance Our Insights into M&A Trends 19

Western Europe

n Cash on balance sheets of Europeancorporates but continued lack ofconfidence means cash is not beingunlocked

n In some parts of Europe the equity portionof financing is increasing vs. bank debt

n Many European companies are facinga refinancing wall, and are looking forsolutions – senior secured bonds maycome out as best alternative to bank debt

Middle East

n Transactions mostly financed by own accountcash, possibly backed by corporate debt facilities,but generally generated by the operations of theacquiror

n A few of the larger consolidation mergersstructured using equity. Joint ventures alsoestablished through asset contribution with nocash, although legal regimes can make thesedifficult

n Debt capital markets remain open for the rightbusinesses (principally GREs and FinancialInstitutions). There is also deep regional liquidity forIslamic paper. Lack of debt has led tosome vendor financing being seen in the market

Africa

n M&A traditionally financedwith cash

n Debt available for certainsectors (eg reserve-basedfacilities for appropriate oil andgas deals)

n Continued and increasinginterest from private equity –both emerging marketfocussed PE houses andglobal funds

Latin America

n M&A traditionally financed from purchaser’s own resources

n Limited use of acquisition financing, due to high interest ratesand underdevelopment of the banking system for this type oflending. This is expected to change due to: banks’ increasingappetite to expand this business, higher lending capacity ofbanks resulting from consolidation/reorganisation of creditentities, and easing of monetary restrictions/lowering ofinterest rates by certain governments

n Financing of mature infrastructure M&A is very developed andoffers liquidity to investors

n Bond financing market is at an early stage of development

US

n Significant levels of cash on corporatebalance sheets

n Equity markets available for seasonedcompanies

n Rates for investment grade and highyield debt near historical lows

n Bank lending is preferred source offinancing M&A for large corporatesgiven low rates and remains availablefor credit-worthy companies

Asia Pacific

n Cash-rich companies looking forgrowth opportunities having strong andhealthy balance sheets, combined withaccess to cheap debt, is enabling themto pursue opportunities outside theirhome markets

n Japanese corporates are tending tofinance acquisitions from their balancesheet/straight bank loans

n In some Asia Pacific markets, (egAustralia) there is a continued trend totap the liquidity of the US markets, dueto ongoing difficulties in raising moneyon acceptable terms in home markets.Continued interest in more flexiblestructures, such as high yield

Our webinar on “Putting corporates’ cashto work” is available through the Clifford ChanceGlobal M&A Toolkit

www.cliffordchance.com/GlobalM&AToolkit

Managing risks in global M&A

320 Clifford Chance Our Insights into M&A Trends

22 Navigating political pressures andprotectionism

23 Spotlight on CNOOC/Nexen

24 Political and reputational risk

25 Tax risk: An uncertain global taxenvironment

26 Alternative deal structures

27 Alternative deal structures: focus onpublic minority buy-outs

Clifford Chance Our Insights into M&A Trends 21

Navigating political pressures and protectionismProtectionism remains a concern in some regions, particularly towards acquisitions by Chinese companies. Resource nationalism is also on the rise

22 Clifford Chance Our Insights into M&A Trends

North America:National security concerns

n Japan’s telecommunications business,Softbank, received clearance for itsproposed acquisition of Sprint, a UScommunications company, from theCommittee on Foreign Investment in theUS (CFIUS). There were unusual conditionsattached to the clearance which includeda US-government approved Sprint boardmember to oversee national securitycompliance

n The bid for American pork producerSmithfield Foods by Shuanghui, China’sbiggest meat processor, is undergoingCFIUS review, which is likely to focus onfood security and the target’s supplyrelationships

n Canada’s Prime Minister announced amore restrictive approach to acquisitions bystate-owned companies: “To be blunt,Canadians have not spent years reducingthe ownership of sectors of the economyby our own governments only to see thembought and controlled by foreigngovernments instead”

Europe:More welcoming?

EU governments appear more concernedwith preventing flight of existing jobs andinvestments than with rejecting new foreigninvestment on national security grounds:

n Proposed merger of BAE and EADSabandoned after EU governments failed toagree on their respective levels of influenceover the company

n ArcelorMittal’s announced closure ofproduction assets in France triggeredthreats of forced nationalisation from theFrench government

n Protectionism in ongoing trade disputeshas not spilled over into M&A. For example,the UK Prime Minister told Chineseinvestors in May “I’m not embarrassed thatyou own 10 per cent of our biggest watercompany or a big chunk of Heathrowairport. I think it’s absolutely great.We want to be the destination for Chineseinvestment.” Similarly, the French PrimeMinister promised to “break down everybarrier” to investment by Chinesecompanies in France

Worldwide:Resource nationalism on the rise

In recent years, there has been a markedincrease in nationalisation or expropriationof foreign-owned assets in Latin America, Asiaand Africa and this trend is continuing in 2013

In particular, cross-border M&A may beseen as an opportunity for a State to changethe terms of a resource exploration andproduction arrangement in its favour forstrategic or nationalistic reasons

For example, the Mozambique governmentdemanded a “fair amount” in taxes as acondition of clearing the transfer of CoveEnergy’s exploration licence to its newowner PTT

It can also give importing States an opening tolock in favourable supply terms as a conditionof merger control clearance. For example, theChinese merger control authority approved theGlencore/Xstrata deal but they were requiredto guarantee minimum supply volumes toChina at annual contract prices for eight years

“Political risk, not least in theform of regulatory approval forforeign investment, continuesto be a real issue – in particularwhere the acquiror is state-owned. Chinese companiesare increasingly lookingoverseas for acquisitiontargets in the energy,telecommunications andfinance sectors. China’s forayinto overseas direct investmenthas been carefully scrutinisedin a number of jurisdictions(most recently in Canadaand the US) with some dealscollapsing, as China’scompanies bow to public andpolitical pressure fuelled byprotectionist tendencies”

Emma Davies, M&A Partner(Hong Kong/China)

Spotlight on CNOOC/NexenClearance of the CNOOC/Nexen deal by the Canadian regulators in December 2012 and by CFIUS in February 2013 was in part the result of adifferent approach by CNOOC to M&A deals in North America. While foreign state-owned buyers will now have to contend with Canada’s new policieson acquisitions of its assets by foreign state-owned entities, private buyers may find a useful route map in CNOOC’s approach to the Nexen deal

Clifford Chance Our Insights into M&A Trends 23

Surprise offer for Unocal caught the US and rival bidder (Chevron) off guard and CNOOC was forced to goon the defensive:

n CNOOC was perceived as an aggressive Chinese acquirer by US politicians concerned about nationalsecurity and a huge lobbying effort to block the deal took place

n CNOOC was not able to convince the US political groups that it had a strong justification for the bid orthat its motivations were benign

CNOOC alleviated political/regulatory concerns by:

n informally approaching officials prior to announcement, in regions where Nexen has assets

n moving its North American HQ to Calgary and making a guarantee to retain Nexen’s employees

n offering to list its shares on Toronto Exchange

n agreeing to file annual compliance report to Industry Canada

n Opti’s main asset was its 35% stake in the Long Lake oil sands project in Alberta, in which Opti’s partner was Nexen.CNOOC worked closely with Nexen to tackle the challenges at Long Lake

n This acquisition helped CNOOC to: (i) develop a relationship with Nexen and obtain knowledge of Nexen’s operationsand assets and (ii) get to know the provincial and federal regulators and the local communities

n Between 2005-2012, CNOOC acquired a number of North American assets and minority stakes in North Americancompanies, for example, in 2011 it signed two multibillion-dollar shale oil deals with Chesapeake Energy

2005failed attemptto buy Unocal in

the US

2012/2013regulators clear

CNOOC’s US$ 18bntakeover ofNexen

2005CNOOC

purchased astake in MEGEnergy inCanada

2011CNOOC boughtbankrupt oil

sands producerOpti Canada

24 Clifford Chance Our Insights into M&A Trends

Political and reputational riskThe past eighteen months has demonstrated the potential impact of reputational risk, even where a company is acting within the law. When planningtheir M&A strategies, companies need to be aware of the risk that politicians or the media may perceive their actions as “morally” wrong, which canthen lead to anything from calls for consumer boycotts to threatened nationalisation of the business

Political and reputational risk in theM&A context

n Ensure that due diligence looks at wider issues thanjust compliance with local laws

n Consider how reputational issues affecting thetarget could affect the acquiring company or newbusiness

n If the new or merged business will take a differentapproach on sensitive issues, make this clear

n Respond to criticism promptly and thoroughly orothers will set the agenda

n Be aware of the position of relevant governments onkey issues, and ensure that their support is nevertaken for granted

n An M&A transaction can be part of the solution toaddress a particular situation in a manner whichprotects shareholder value

Recent examples of companies exposed topolitical and reputational risk

Starbucks, Google and Amazon received significantnegative press and were called before the PublicAccounts Committee in the UK over the amounts ofcorporation tax they had paid, even though they had allcomplied with applicable tax laws. As a result of publicpressure, Starbucks agreed to pay an additionalGBP 20m in tax over the next two years

ArcelorMittal announced in 2012 that it was to close twounprofitable blast furnaces in France with the loss of 629jobs. It subsequently gave a commitment to the Frenchgovernment to keep the furnaces open to avoid apotential nationalisation of the plant

News Corporation withdrew its bid to acquire full controlof BSkyB in July 2011 due to issues relating to voicemailinterception at one of its subsidiaries. News Corporationhas subsequently spun off its newspaper business.The press has suggested that this is at least in part toprotect the reputation of News Corporation’sbroadcasting business

In our 2013 global survey European M&A: On the road to recovery?,executives from large companies identified reputational risk as aTop 5 concern for executing their international M&A strategies:www.cliffordchance.com/EuropeanM&AReport

“Compliance with the letter of the law alone is not sufficient toguard against reputational risk. Companies must also be awareof the wider business environment and the strength of publicfeeling on issues affecting their own businesses or those thatthey are considering acquiring”

Jeremy Sandelson, Global Head of Litigation andDispute Resolution

Tax risk: An uncertain global tax environmentThe difficult economic climate has resulted in governments around the world taking a more active approach to prop up falling tax revenues. This hasmanifested itself in increased scrutiny of tax planning and frequent changes in law which has created an uncertain tax environment

Clifford Chance Our Insights into M&A Trends 25

Two particular trends which are having an impact in thecontext of M&A transactions are:

n Renewed focus on tax deductibility of interest onacquisition debt. This is making it more difficult toachieve tax efficiencies through debt “push down”

n Scrutiny of tax efficient business structures adoptedby multinationals (e.g. use of low tax jurisdictions asprofit centres). This is likely to make it harder tointegrate acquisitions tax efficiently

“The climate is extremely adverse to any type of tax saving and the line betweenlegitimate structuring and abuse is disappearing. Tax planning is now getting mediaattention and the big players in the digital economy are being portrayed as thebiggest tax offenders; they might find themselves confronted on transfer pricing andpermanent establishment exposure sooner rather than later”

Carlo Galli, Tax Partner (Milan)

Alternative deal structuresThe need to establish growth but without the risks inherent in outright acquisitions is causing boards to look at all options to create shareholder value.We expect companies across all regions to continue to pursue alternatives to traditional acquisitions in the second half of 2013

26 Clifford Chance Our Insights into M&A Trends

Strategic tie-ups

n The industrial logic of combining Xstrata’s diversified mining operations and Glencore’s commodity trading expertise was the rationale behind that mega-deal. Securing access to raw materialsat an acceptable price is likely to drive vertical integration transactions in a number of industries (e.g. steel)

n The creation of a vertically-integrated global communications company was the logic behind the Liberty Global/Virgin Media and Vodafone/Kabel Deutschland tie-ups, two of the largest dealsundertaken so far this year. Securing access to market infrastructure, e.g. cable networks and broadband spectrum, is likely to drive future transactions in the TMT sector

Joint ventures

n Provide opportunity to share financial,cultural and political risk – a particularfeature in emerging markets

n May enable foreign ownership restrictionsand antitrust considerations to benavigated successfully

n Often used as a stepping-stone to acquire100% (e.g. Walgreen/Alliance Boots)

n Recent high-profile examples include thethermal power joint venture betweenHitachi/Mitsubishi Heavy Industries, andthe natural gas joint venture betweenCenter Point Energy/OGE Energy/ArcLightCapital Partners

Spin-offs and demergers

n Dividing a company with anunderperforming share price into twodistinct businesses enables investorsto align holdings with investmentobjectives and often creates value

n Separate businesses enables corporateresources to be allocated in accordancewith each company’s strategic priorities

n Demerged entities typically moresusceptible to future takeovers thanother companies

n High-profile examples in 2013 includePfizer’s spin-off of Zoetis and NewsCorporation’s spin-off of its publishingbusiness

Shareholdervalue

Franchises

n May enable overseas companies to establish a presence in markets with foreign business ownership prohibitions or restrictions

n Partnering with a local player also helps to mitigate risk when accessing new markets

n Recent high-profile examples include French retailer Carrefour’s expansion in the Romanian market through Carrefour Romania, S.A., and Auchans entry into the Indian market through MaxHypermarket

Clifford Chance Our Insights into M&A Trends 27

Target Bidder Transaction Consideration Rationale

Unilever(UK)

HindustanUnilever(India)

Acquisition of 14.8% public float by existing52.3% shareholder (with intention to increaseto regulatory maximum of 74.99%)

US$ 3.6bn cash Increased access to growth markets

MAN(Germany)

Volkswagen(Germany)

Acquisition of 25% public float by existing75% shareholder

US$ 3.8bn cash Creation of integrated group and synergy benefits

ClearwireCorporation(US)

Sprint NextelCorporation(US)

Acquisition of 49.6% public float by existing50.4% shareholder

US$ 3.8bn cash An enhanced spectrum portfolio resulting inoperational efficiencies and improved customer service

Insight from the USBecause US courts in Delaware normallyapply a high level of judicial scrutiny to publicminority buyouts, class action lawsuitsalleging that the target board and controllingstockholder have or will breach theirfiduciary duties are almost always filed.

In May 2013, in the MFW decision, theDelaware Chancery Court held that in agoing-private merger proposed by acontrolling stockholder, the less stringent‘business judgment rule’ rather than ‘entirefairness’ will be the standard of review if thecontrolling stockholder up-front conditionsthe merger upon both approval by anindependent special committee and amajority of the minority stockholder vote.

Target boards typically protect themselvesby appointing a special committee ofindependent directors. However, asevidenced by the Delaware Supreme Courtdecision in Southern Peru in August 2012where the ‘entire fairness’ standard wasapplied, the special committee mustdemonstrate a robust mandate to engage inarms’ length negotiations and actindependently. The Court found that thebuyout was unfair due to the appearancethat the special committee was trying tojustify the price as fair through, among otherthings, the use of unconventional valuationmetrics. The Court affirmed a US$ 2bndamages award – the difference betweenthe actual price paid and what the priceshould have been if the transaction hadbeen undertaken at a fair price.

Challengesfor bidders

Need for anindependenttarget boardcommittee

Financing –typically requirecash take-out

Minorityshareholder

litigation

Equity storybehind increasingstake for bidder

shareholders

Justifyingvaluation withoutdamaging own

interests

Standalonecorporate structureof target – achieving

synergies/fullintegration

Alternative deal structures: focus on public minority buy-outsCorporates with listed subsidiaries undertook buy-outs of the public minorities in some of the largest deals announced so far this year. Thesetransactions significantly reduce many of the financial, political and cultural risks inherent in acquiring 100% of a new business. However, there are anumber of commercial, reputational and legal considerations which companies embarking on these type of transactions need to take into account

Global M&A Toolkit

28 Clifford Chance Our Insights into M&A Trends

Clifford Chance Our Insights into M&A Trends 29

Clifford Chance Global M&A Toolkit

The essential interactive resource for anyone involved in M&A transactions.

The Clifford Chance Global M&A Toolkit comprises a growing collection of web-based transactiontools and in-depth analysis of the most important market and regulatory developments in M&Aregimes across the globe.

Simple and effective. Available 24/7. Easy to access.

Visit: www.cliffordchance.com/GlobalM&AToolkit

Global M&A Trends: Interactive investment flow maps

Our new interactive maps show current M&A flows into and out of each major investment regionof the globe giving you insights into the latest trends in cross-regional M&A. The maps are easy touse, simple and effective. Available through the Global M&A Toolkit at

www.cliffordchance.com/GlobalM&ATrends

European M&A: On the road to recovery?

This is a multi-regional survey conducted in 2013 into how large corporates view Europe as aninvestment destination. The findings confirm that Europe remains very much on the radar forinvestors – including those from the US and Asia Pacific as well as from within Europe itself –and identifies specifically what makes Europe attractive

www.cliffordchance.com/EuropeanM&AReport

Authors and editors for this publication

Nicholas HughesT: +44 20 7006 4621E: nicholas.hughes@cliffordchance.com

Isabelle Hessell TiltmanT: +44 20 7006 1681E: isabelle.hessell-tiltman@cliffordchance.com

Katy FosterT: +44 20 7006 1586 E: katy.foster@cliffordchance.com

30 Clifford Chance Our Insights into M&A Trends

Global M&A team – Key contacts

Global Matthew LaytonT: +44 20 7006 1229E: matthew.layton@cliffordchance.com

Africa Kem IhenachoT: +44 20 7006 1348E: kem.ihenacho@cliffordchance.com

Asia Pacific Roger DennyT: +852 2826 3443E: roger.denny@cliffordchance.com

Australia Danny SimmonsT: +61 28922 8007E: danny.simmons@cliffordchance.com

Belgium Philippe HamerT: +32 2533 5912E: philippe.hamer@cliffordchance.com

Brazil Anthony OldfieldT: +1 212 878 3407 / +55 11 3019 6010E: anthony.oldfield@cliffordchance.com

Central and Eastern EuropeAlex CookT: +420 22 255 5212E: alex.cook@cliffordchance.com

China Emma DaviesT: +852 2825 8828E: emma.davies@cliffordchance.com

FranceCatherine Astor-VeyresT: +33 14405 5325E: catherine.astor-veyres@cliffordchance.com

Germany Arndt StengelT: +49 69 7199 1486E: arndt.stengel@cliffordchance.com

Italy Paolo SersaleT: +39 028063 4274E: paolo.sersale@cliffordchance.com

JapanAndrew WhanT: +81 35561 6615E: andrew.whan@cliffordchance.com

Spain José María Fernández-DazaT: +34 91590 9466E: josemaria.fernandez-daza@cliffordchance.com

India Mark PoultonT: +44 20 7006 1434E: mark.poulton@cliffordchance.com

United Kingdom Simon TinklerT: +44 20 7006 1684E: simon.tinkler@cliffordchance.com

United States John HealyT: +1 212 878 8281E: john.healy@cliffordchance.com

Middle EastNigel WellingsT: +971 4 362 0676E: nigel.wellings@cliffordchance.com

Netherlands Jeroen KosterT: +31 20711 9202E: jeroen.koster@cliffordchance.com

Russia Marc BartholomyT: +7 495 797 9893E: marc.bartholomy@cliffordchance.com

Singapore Simon ClintonT: +65 6410 2269E: simon.clinton@cliffordchance.com

Contact details for the partners in our Global M&Ateam are available on the Clifford Chance Global M&AToolkit: www.cliffordchance.com/GlobalM&AToolkit

Clifford Chance Our Insights into M&A Trends 31

Our international networkAbu Dhabi Amsterdam Bangkok Barcelona Beijing Brussels Bucharest Casablanca Doha Dubai Düsseldorf Frankfurt Hong Kong Istanbul Kyiv London Luxembourg Madrid Milan Moscow Munich New York Paris PerthPrague Riyadh Rome São Paulo Seoul Shanghai Singapore Sydney Tokyo Washington DC Warsaw Abu Dhabi Amsterdam Bangkok Barcelona Beijing Brussels Bucharest Casablanca Doha Dubai Düsseldorf FrankfurtHong Kong Istanbul Kyiv London Luxembourg Madrid Milan Moscow Munich New York Paris Perth Prague Riyadh Rome São Paulo Seoul Shanghai Singapore Sydney Tokyo Washington DC Warsaw Abu Dhabi AmsterdamBangkok Barcelona Beijing Brussels Bucharest Casablanca Doha Dubai Düsseldorf Frankfurt Hong Kong Istanbul Kyiv London Luxembourg Madrid Milan Moscow Munich New York Paris Perth Prague Riyadh RomeSão Paulo Seoul Shanghai Singapore Sydney Tokyo Washington DC Warsaw Abu Dhabi Amsterdam Bangkok Barcelona Beijing Brussels Bucharest Casablanca Doha Dubai Düsseldorf Frankfurt Hong Kong IstanbulKyiv London Luxembourg Madrid Milan Moscow Munich New York Paris Perth Prague Riyadh Rome São Paulo Seoul Shanghai Singapore Sydney Tokyo Washington DC Warsaw Abu Dhabi Amsterdam BangkokBarcelona Beijing Brussels Bucharest Casablanca Doha Dubai Düsseldorf Frankfurt Hong Kong Istanbul Kyiv London Luxembourg Madrid Milan Moscow Munich New York Paris Perth Prague Riyadh Rome São PauloSeoul Shanghai Singapore Sydney Tokyo Washington DC Warsaw Abu Dhabi Amsterdam Bangkok Barcelona Beijing Brussels Bucharest Casablanca Doha Dubai Düsseldorf Frankfurt Hong Kong Istanbul Kyiv LondonLuxembourg Madrid Milan Moscow Munich New York Paris Perth Prague Riyadh Rome São Paulo Seoul Shanghai Singapore Sydney Tokyo Washington DC Warsaw Abu Dhabi Amsterdam Bangkok Barcelona BeijingBrussels Bucharest Casablanca Doha Dubai Düsseldorf Frankfurt Hong Kong Istanbul Kyiv London Luxembourg Madrid Milan Moscow Munich New York Paris Perth Prague Riyadh Rome São Paulo Seoul ShanghaiSingapore Sydney Tokyo Washington DC Warsaw Abu Dhabi Amsterdam Bangkok Barcelona Beijing Brussels Bucharest Casablanca Doha Dubai Düsseldorf Frankfurt Hong Kong Istanbul Kyiv London LuxembourgMadrid Milan Moscow Munich New York Paris Perth Prague Riyadh Rome São Paulo Seoul Shanghai Singapore Sydney Tokyo Washington DC Warsaw Abu Dhabi Amsterdam Bangkok Barcelona Beijing BrusselsBucharest Casablanca Doha Dubai Düsseldorf Frankfurt Hong Kong Istanbul Kyiv London Luxembourg Madrid Milan Moscow Munich New York Paris Perth Prague Riyadh Rome São Paulo Seoul Shanghai SingaporeSydney Tokyo Washington DC Warsaw Abu Dhabi Amsterdam Bangkok Barcelona Beijing Brussels Bucharest Casablanca Doha Dubai Düsseldorf Frankfurt Hong Kong Istanbul Kyiv London Luxembourg Madrid MilanMoscow Munich New York Paris Perth Prague Riyadh Rome São Paulo Seoul Shanghai Singapore Sydney Tokyo Washington DC Warsaw Abu Dhabi Amsterdam Bangkok Barcelona Beijing Brussels Bucharest CasablancaDoha Dubai Düsseldorf Frankfurt Hong Kong Istanbul Kyiv London Luxembourg Madrid Milan Moscow Munich New York Paris Perth Prague Riyadh Rome São Paulo Seoul Shanghai Singapore Sydney Tokyo WashingtonDC Warsaw Abu Dhabi Amsterdam Bangkok Barcelona Beijing Brussels Bucharest Casablanca Doha Dubai Düsseldorf Frankfurt Hong Kong Istanbul Kyiv London Luxembourg Madrid Milan Moscow Munich New YorkParis Perth Prague Riyadh Rome São Paulo Seoul Shanghai Singapore Sydney Tokyo Washington DC Warsaw Abu Dhabi Amsterdam Bangkok Barcelona Beijing Brussels Bucharest Casablanca Doha Dubai DüsseldorfFrankfurt Hong Kong Istanbul Kyiv London Luxembourg Madrid Milan Moscow Munich New York Paris Perth Prague Riyadh Rome São Paulo Seoul Shanghai Singapore Sydney Tokyo Washington DC Warsaw AbuDhabi Amsterdam Bangkok Barcelona Beijing Brussels Bucharest Casablanca Doha Dubai Düsseldorf Frankfurt Hong Kong Istanbul Kyiv London Luxembourg Madrid Milan Moscow Munich New York Paris Perth PragueRiyadh Rome São Paulo Seoul Shanghai Singapore Sydney Tokyo Washington DC Warsaw Abu Dhabi Amsterdam Bangkok Barcelona Beijing Brussels Bucharest Casablanca Doha Dubai Düsseldorf Frankfurt HongKong Istanbul Kyiv London Luxembourg Madrid Milan Moscow Munich New York Paris Perth Prague Riyadh Rome São Paulo Seoul Shanghai Singapore Sydney Tokyo Washington DC Warsaw Abu Dhabi AmsterdamBangkok Barcelona Beijing Brussels Bucharest Casablanca Doha Dubai Düsseldorf Frankfurt Hong Kong Istanbul Kyiv London Luxembourg Madrid Milan Moscow Munich New York Paris Perth Prague Riyadh RomeSão Paulo Seoul Shanghai Singapore Sydney Tokyo Washington DC Warsaw Abu Dhabi Amsterdam Bangkok Barcelona Beijing Brussels Bucharest Casablanca Doha Dubai Düsseldorf Frankfurt Hong Kong IstanbulKyiv London Luxembourg Madrid Milan Moscow Munich New York Paris Perth Prague Riyadh Rome São Paulo Seoul Shanghai Singapore Sydney Tokyo Washington DC Warsaw Abu Dhabi Amsterdam BangkokBarcelona Beijing Brussels Bucharest Casablanca Doha Dubai Düsseldorf Frankfurt Hong Kong Istanbul Kyiv London Luxembourg Madrid Milan Moscow Munich New York Paris Perth Prague Riyadh Rome São PauloSeoul Shanghai Singapore Sydney Tokyo Washington DC Warsaw Abu Dhabi Amsterdam Bangkok Barcelona Beijing Brussels Bucharest Casablanca Doha Dubai Düsseldorf Frankfurt Hong Kong Istanbul Kyiv LondonLuxembourg Madrid Milan Moscow Munich New York Paris Perth Prague Riyadh Rome São Paulo Seoul Shanghai Singapore Sydney Tokyo Washington DC Warsaw Abu Dhabi Amsterdam Bangkok Barcelona BeijingBrussels Bucharest Casablanca Doha Dubai Düsseldorf Frankfurt Hong Kong Istanbul Kyiv London Luxembourg Madrid Milan Moscow Munich New York Paris Perth Prague Riyadh Rome São Paulo Seoul ShanghaiSingapore Sydney Tokyo Washington DC Warsaw Abu Dhabi Amsterdam Bangkok Barcelona Beijing Brussels Bucharest Casablanca Doha Dubai Düsseldorf Frankfurt Hong Kong Istanbul Kyiv London LuxembourgMadrid Milan Moscow Munich New York Paris Perth Prague Riyadh Rome São Paulo Seoul Shanghai Singapore Sydney Tokyo Washington DC Warsaw Abu Dhabi Amsterdam Bangkok Barcelona Beijing BrusselsBucharest Casablanca Doha Dubai Düsseldorf Frankfurt Hong Kong Istanbul Kyiv London Luxembourg Madrid Milan Moscow Munich New York Paris Perth Prague Riyadh Rome São Paulo Seoul Shanghai SingaporeSydney Tokyo Washington DC Warsaw Abu Dhabi Amsterdam Bangkok Barcelona Beijing Brussels Bucharest Casablanca Doha Dubai Düsseldorf Frankfurt Hong Kong Istanbul Kyiv London Luxembourg Madrid MilanMoscow Munich New York Paris Perth Prague Riyadh Rome São Paulo Seoul Shanghai Singapore Sydney Tokyo Washington DC Warsaw Abu Dhabi Amsterdam Bangkok Barcelona Beijing Brussels Bucharest CasablancaDoha Dubai Düsseldorf Frankfurt Hong Kong Istanbul Kyiv London Luxembourg Madrid Milan Moscow Munich New York Paris Perth Prague Riyadh Rome São Paulo Seoul Shanghai Singapore Sydney Tokyo WashingtonDC Warsaw Abu Dhabi Amsterdam Bangkok Barcelona Beijing Brussels Bucharest Casablanca Doha Dubai Düsseldorf Frankfurt Hong Kong Istanbul Kyiv London Luxembourg Madrid Milan Moscow Munich New YorkParis Perth Prague Riyadh Rome São Paulo Seoul Shanghai Singapore Sydney Tokyo Washington DC Warsaw Abu Dhabi Amsterdam Bangkok Barcelona Beijing Brussels Bucharest Casablanca Doha Dubai DüsseldorfFrankfurt Hong Kong Istanbul Kyiv London Luxembourg Madrid Milan Moscow Munich New York Paris Perth Prague Riyadh Rome São Paulo Seoul Shanghai Singapore Sydney Tokyo Washington DC Warsaw AbuDhabi Amsterdam Bangkok Barcelona Beijing Brussels Bucharest Casablanca Doha Dubai Düsseldorf Frankfurt Hong Kong Istanbul Kyiv London Luxembourg Madrid Milan Moscow Munich New York Paris Perth PragueRiyadh Rome São Paulo Seoul Shanghai Singapore Sydney Tokyo Washington DC Warsaw Abu Dhabi Amsterdam Bangkok Barcelona Beijing Brussels Bucharest Casablanca Doha Dubai Düsseldorf Frankfurt HongKong Istanbul Kyiv London Luxembourg Madrid Milan Moscow Munich New York Paris Perth Prague Riyadh Rome São Paulo Seoul Shanghai Singapore Sydney Tokyo Washington DC Warsaw Abu Dhabi AmsterdamBangkok Barcelona Beijing Brussels Bucharest Casablanca Doha Dubai Düsseldorf Frankfurt Hong Kong Istanbul Kyiv London Luxembourg Madrid Milan Moscow Munich New York Paris Perth Prague Riyadh RomeSão Paulo Seoul Shanghai Singapore Sydney Tokyo Washington DC Warsaw Abu Dhabi Amsterdam Bangkok Barcelona Beijing Brussels Bucharest Casablanca Doha Dubai Düsseldorf Frankfurt Hong Kong IstanbulKyiv London Luxembourg Madrid Milan Moscow Munich New York Paris Perth Prague Riyadh Rome São Paulo Seoul Shanghai Singapore Sydney Tokyo Washington DC Warsaw Abu Dhabi Amsterdam BangkokBarcelona Beijing Brussels Bucharest Casablanca Doha Dubai Düsseldorf Frankfurt Hong Kong Istanbul Kyiv London Luxembourg Madrid Milan Moscow Munich New York Paris Perth Prague Riyadh Rome São PauloSeoul Shanghai Singapore Sydney Tokyo Washington DC Warsaw Abu Dhabi Amsterdam Bangkok Barcelona Beijing Brussels Bucharest Casablanca Doha Dubai Düsseldorf Frankfurt Hong Kong Istanbul Kyiv London

Abu DhabiAmsterdam Bangkok Barcelona Beijing BrusselsBucharestCasablancaDohaDubai DüsseldorfFrankfurtHong Kong IstanbulKyivLondon Luxembourg Madrid

Milan Moscow Munich New York Paris PerthPrague Riyadh*Rome São PauloSeoulShanghai Singapore SydneyTokyoWashington DCWarsaw

*Co-operation agreement with Al-Jadaan & Partners Law Firm

www.cliffordchance.com

www.cliffordchance.com/GlobalM&AToolkit

This publication does not necessarily deal with every important topic or cover every aspect of the topics withwhich it deals. It is not designed to provide legal or other advice.

Clifford Chance LLP is a limited liability partnership registered in England & Wales under number OC323571.

Registered office: 10 Upper Bank Street, London, E14 5JJ.

We use the word ‘partner’ to refer to a member of Clifford Chance LLP,or an employee or consultant with equivalent standing and qualifications.

© Clifford Chance, 2013

Visit our online resource:The Clifford Chance Global M&A ToolkitClarifying the complex world of Global M&Awww.cliffordchance.com/GlobalM&AToolkit

Download the toolkit app fromwww.cliffordchance.com/GlobalM&AToolkit