There is a strong pipeline of deals set to materialise …...M&A. Over the first 11 months, more than $3 trillion of deal volume was announced, making it the biggest year since the

48 IFLR/December/January 2015 www.iflr.com

I t’s been a record-breaking year forM&A. Over the first 11 months, morethan $3 trillion of deal volume was

announced, making it the biggest yearsince the heady days of 2007. Boardroomconfidence is back, debt markets are open,and there are new forces at play – activismand inversions to name but a few.Excitement gripped the market over thefirst half of the year, as the number andvalue of deals continued to rise.

But reality started to kick in comeSeptember. Deals, including blockbusterslike Pfizer/AstraZeneca and AbbVie/Shire,collapsed before completion. Bankers andmanagement’s readiness to agree deals wasmatched by regulators’ willingness to showtheir teeth. Nevertheless, sizeable deals didclose, and there is a strong pipeline ofdeals set to materialise in 2015.

While the major markets were busy withstrategic acquisitions in the technologyand pharmaceutical sectors, emergingeconomies ploughed ahead withtheir sectors of choice. Mining andenergy-related deals continued todominate sub-Saharan Africa,although the region’s growingmiddle class has spurred activity inconsumer industries. Elections inparts of the Asia Pacific temporarilystalled dealflow, while elsewhere inthe region pro-business policies andliberalised foreign investment rules haveprompted activity.

Emerging market activity continued infits and starts. Despite their promise,countries like Turkey and Mexicocontinue to be undermined by politicaland security concerns. And Latin

America’s resource-rich economies havebeen hit by falling commodity prices.

As always, the IFLR1000 has beentracking this activity, and the law firmstaking the leading roles on the year’s bestdeals. Its editors and researchers based inLondon, New York and Hong Kong havespent over 12,000 hours conductinginterviews with private practitioners andin-house counsel to compile the 2015M&A rankings. Highlights from aselection of the busiest and most excitingmarkets from around the world are

provided below. The 2014 edition of theIFLR1000 is available in full, and for free,online at iflr1000.com

Country write-ups by IFLR1000’sChristopher Cooper, Sam Duke, Hill ChoiLee, Adam Majeed, Jon Moore, Ben Naylor,Michael Washburn and James Wilson

Bigger and bolderM&A is back with a bang. As always, IFLR1000’s annual rankings identify the law firms that are shaping the markets to watch

CORPORATE M&A ANNUAL REVIEW

In line with global trends, therewas more strategic M&A inAustria in 2014, withconsolidation and the disposal ofnon-core assets driving the largerdeals that closed. Thetelecommunications, energy andbanking sectors saw the mostprominent transactions. Arguably, the most publicisedinbound deal to close wasAmerica Movil’s takeover of thepartially state-owned, TelekomAustria. In July Carlos Slim’s

telecoms group agreed to acquireall the shares not owned by it orthe state, targeting expansioninto central and eastern Europe(CEE). Slim pledged to invest €1billion ($1.24 billion) into thecompany in return for his newshares.

Several Austrian energycompanies are in the process ofrestructuring internationally.The country’s biggest utility,Verbund, which has decided tofocus on the domestic andGerman market, sold off assets inCEE, including a wind farm inBulgaria. It also exited theFrench market entirely afterKKR bought its Pont-sur-Sambre and Toul gas-fired powerplants. Following disruption toits output in the Middle East dueto conflict, Austria’s biggestcompany, OMV, has beentargeting expansion in morestable western markets. This year,it acquired the first licences todrill for oil west of the OuterHebrides.

Tier 1

Freshfields Bruckhaus

Deringer

Schoenherr

Wolf Theiss

Tier 2

Binder Grösswang

CHSH Cerha Hempel

Spiegelfeld Hlawati

Dorda Brugger Jordis

Tier 3

Baker & McKenzie Diwok

Hermann Petsche

CMS Reich-Rohrwig Hainz

Eisenberger & Herzog

Austria

After last year’s election of thecentre-right Liberal-Nationalcoalition government, hopes foran M&A revival gripped themarket. According to onepractitioner, the new leadershipmeans different politics: “Thecoalition government thinks thatreforms went too far onconsumer protection and thenew government sides with bigbusinesses and banks.”

Prime Minister Tony Abbott isbecoming an investment

banker’s dream, overseeing thedisposal of state assets in themidst of a corporate M&Aslowdown – and all this in a bidto finance the federalgovernment’s drive for publicinfrastructure. It could be amuch-needed boon after theslump in inbound M&A.Resource-reliant Australia took ahit when China attempted torebalance its economy, whichmeant a slowdown in its use ofcommodities.

The collapse of two widelypublicised deals was anotherblow to market confidence; thisincluded KKR’s prospectiveA$3.4 billion acquisition ofTreasury Wine Estates. Thecountry’s M&A market is asmuddled as its legal market. Butit’s clear that energy, mining andutilities sectors continue todominate deal volumes andvalue. Telecommunications,media and technology, leisureand financial services came adistant second.

Tier 1

Allens

Ashurst

Herbert Smith Freehills

King & Wood Mallesons

Tier 2

Clayton Utz

Gilbert + Tobin

Minter Ellison

Tier 3

Allen & Overy

Baker & McKenzie

Corrs Chambers Westgarth

DLA Piper

Norton Rose Fulbright

Australia

“There is a strong pipeline of deals set to

materialise in 2015

www.iflr.com IFLR/December/January 2015 49

M&A ANNUAL REVIEW

It’s been a year of mixed fortunesin the Belgian market. Followinga very strong end to 2013, themood at the beginning of the yearwas one of positivity. Indeed thefirst quarter saw some of the bestnumbers, both in terms of dealsdone and value, for many years.Driving this activity was a

resurgence in the private equitymarket. Dormant for years, the

pressure to divest assets they hadheld on to for far too long finallybegan to tell. The gap betweensellers’ demands and buyers’expectations was finally starting toshrink. On top of this, aselsewhere in Europe, there wasonce again But despite thesepositives, there hasn’t been thereturn to halcyon days that somewere hoping for. Investors are stillcautious, which is stifling themarket and keeping it at a fairlyconstant level.This is perhaps unsurprising

when looking at the nature of thebiggest deals which, by and large,remain the sale of distressed assets.Along with the sale ofElectrawinds’ subsidiaries as partof its restructuring, this stillinvolved the sale of parts ofnationalised banks. The mostnotable of these – the proposedsale by KBC of the AntwerpDiamond Bank to the JiangsuYinren Group – collapsed inSeptember. Unable to findanother interested party, the bankis now being wound down.

Tier 1

Allen & Overy

Cleary Gottlieb Steen &

Hamilton

Linklaters

Tier 2

Clifford Chance

Eubelius


Deringer

Stibbe

Tier 3

Baker & McKenzie

Liedekerke Wolters

Waelbroeck Kirkpatrick

Loyens & Loeff

NautaDutilh

Van Bael & Bellis

Belgium

It is a time of sweeping change forthe Bahamas as the governmentenforces competition law ofrecent vintage. Observers havebeen wondering whether thenew regulatory regime should bewelcomed or vigorouslyopposed. Nevertheless, theantitrust law has not thwarted ajob-creating transaction thatpeople have been waiting andhoping for. In September 2014,the Bahamian prime ministerfinally approved UK-based

Limitless Mobile’s acquisition ofa majority stake in localtelecommunications provider IPSolutions International.Completion of the deal, whichhad been held up by regulatoryconcerns, sends a loud and clearmessage to investors andcompanies interested in thejurisdiction that they should notfeel put off simply because thegovernment is paying attentionto the antitrust dimensions ofmergers and projected mergers.

The approval andconsummation of the Limitless-IPdeal is welcome news for everyonewho has been paying attention towhat is relatively quiet market,compared to the Cayman Islandsor Bermuda, and the recent PikeEnterprises saga. The UScompany was bidding for aBahamas Electricity CorporationManagement contract with avalue above $100 million. But inIn March 2014 it withdrew afterthe second round.

Tier 1

Graham Thompson

Higgs & Johnson

Lennox Paton

McKinney Bancroft & Hughes

Tier 2

Callenders & Co

Klonaris & Co

Tier 3

Alexiou Knowles & Co

Chancellors Chambers

Delaney Partners

Glinton Sweeting O'Brien

Harry B Sands Lobosky & Co

Bahamas

R E C H T S A N W Ä L T E

W E B E R & C O.

Development of innovative legal structures.Consistent leadership in quality.

WEBER RECHTSANWÄLTE GMBH1010 VIENNA, RATHAUSPLATZ 4

T +43 1 427 2000F +43 1 427 2010

[email protected]


M&A ANNUAL REVIEW

Although Brazil’s economy has stalled and investors are cautious,the country remains an attractive investment opportunity. This isbecause of the country’s diversified economy, young populationand large water, minerals and oil reserves. In 2014, the country hosted the Fifa World Cup and held its

general elections. Many expected these events to adversely affectM&A, but the market fared better than expected. Education,health, infrastructure, insurance, telecom, and IT all attractedinterest from financial investors and strategic players. In the first nine months of the year, Brazilian M&A totalled

$44 billion, a 28% spike from to the same period in 2013. The

year’s biggest M&A transaction was the sale of Vicendi’s Braziliansubsidiary GVT to Telefónica for $9.3 billion. In a forecast for the coming year, one partner says: “The

challenges to be faced will be fear of recession – which may causevolatility in future revenue streams and the quality of targets'earnings – anticipated increase in interest rates, and availabilityand cost of financing.”

Tier 1

Barbosa Müssnich & Aragão

Machado Meyer Sendacz Opice

Mattos Filho Veiga Filho Marrey Jr & Quiroga Advogados

Pinheiro Neto Advogados

Tier 2

Pinheiro Guimarães Advogados

Souza Cescon Barrieu & Flesch Advogados

TozziniFreire Advogados

Veirano Advogados

Tier 3

Demarest Advogados

Levy & Salomão

Lobo & de Rizzo

Motta Fernandes Rocha

Trench Rossi & Watanabe

Ulhoa Canto Rezende & Guerra Advogados

Brazil

Since 1999 Bocater, Camargo, Costa e Silva (BCCS) acts in the areas of Corporate Law, Capital Markets, M&A and Pension Fund. BCCS lawyers are backed by solid academic quali� cations and specialized knowledge in those practice areas, with experienced professionals in related � elds such as private supplementary pensions, so that we can put together teams well able to live up to client expectations, in consultancy and litigation. With o� ces in São Paulo and Rio de Janeiro, and a branch in Brasilia, enabling us to keep abreast of our clients’ administrative and judicial processes and defend their interests e� ectively and e� ciently. BCCS is deeply committed to providing clients a highly-skilled and eff icient technical service to strict ethical standards, o� ering practical and objective solutions to the issues involved.

Rio de Janeiro Av. Rio Branco, 110 – 39º e 40º andares

CEP 20040-001 Fone: (55 21) 3861-5800São Paulo

Rua Joaquim Floriano, 100, 16º andar CEP 04534-000 Fone: (55 11) 2198-2800

BrasíliaSAUS Quadra 05, Bl K, conjunto 509 – Ed. OK O� ce Tower

CEP 70070-050 Fone: (55 61) 3226-3035www.bocater.com.br


M&A ANNUAL REVIEW

Canada’s M&A legal marketunderwent seismic changes in2014 thanks to the dissolution inFebruary of Heenan Blaikie, atransactional firm that, at itsheight, had more than 500lawyers. Its demise saw one ofCanada’s top M&A specialists,Kip Daechsel, move to McMillanthe following month. At the time,Daechsel said he saw an uptick inM&A compared to 2013, as a low

Canadian dollar acted as a magnetfor US investment. The year’s dealhighlights included Boston-basedAdvent International’s $845million acquisition of a 14% stakein Vancouver-based yoga wearmanufacturer, LululemonAthletica. Another sawHarperCollins’ C$455 million($400 million) acquisition ofTorstar’s Harlequin Enterprisesdivision. The major deals werespread across many industries andsectors. For example, Quebec-based dairy firm AgropurCooperative acquired DaviscoFoods for an undisclosed amountin August; the deal is expected todouble Agropur’s US processingcapabilities and milk intake.Standard Life sold its Canadianbusiness to Manulife for C$4billion, and Element Financialacquired PHH Arval’s fleetmanagement business for $5billion. In the mining sector,Oando Energy Resourcescompleted a $1.5 billionacquisition of the

Tier 1

Blake Cassels & Graydon

Davies Ward Phillips &

Vineberg

Goodmans

McCarthy Tétrault

Stikeman Elliott

Torys

Tier 2

Osler Hoskin & Harcourt

Tier 3

Bennett Jones

Borden Ladner Gervais

Burnet Duckworth & Palmer

Cassels Brock & Blackwell

Fasken Martineau

Norton Rose Fulbright Canada

Canada

Poised to overtake the US as the world’s single largest economy, itdoesn’t take an economist to grasp the purchasing power of China’slarge firms. While traditionally these companies were focused ondomestic opportunities, outbound investment – particularly intonatural resources – has come to the fore over the last decade. Thecountry is in a race to turn itself from a factory into a market, and thegovernment is taking a direct approach in shaping the future landscape.At the intersection of politics and profit, China’s 12th five-year plan

encourages accelerated industry consolidation, especially in relation tothe automotive, industrial machinery, nonferrous metals, and steelindustries. Local and international companies are carefully watchingthe policy drive that pushes innovation to build China’s aspirationalideals in technology, product portfolios and partnership models.

Domestic investors can use the plan’s support for M&A to acquirehigh-quality assets and build up reputations as national champions toadvance the interests of the nation, while foreign parties can look tocomplete strategic mergers and acquisitions and with the aim ofbecoming more competitive in the domestic market.

This year, domestic companies’ exponential rise has turned theminto a global force, and it is not just state-owned enterprises that aresurging ahead. Mainland private enterprises are also becoming moreaggressive purchasers worldwide. Lenovo, the world’s largest personalcomputer maker, is a case in point. In October the multinationalcompleted its acquisition of Motorola Mobility from Google for $3billion to continue its expansion in the global smartphone market.

Apart from technology, the real-estate and consumer industriesdominated market share in terms of value. But in terms of volume, theindustrials and chemicals sector was active alongside the financialservices, energy, mining and utilities sectors. The rising tide of Chineseconfidence has positively affected the legal market with an emerging so-called red circle making inroads into Hong Kong and growing insophistication. But there are still limits to Chinese domination. “PRClaw firms have developed not just because of the economy but becauseoverseas trained lawyers are returning home,” one practitioner says.“The firms though struggle with cross-border deals so they useinternational firms especially in outbound M&A.” But there is nodoubt that in terms of global M&A, China is the country to watch.

Local firms

Tier 1

Fangda Partners

Haiwen & Partners

Jun He

King & Wood Mallesons

Zhong Lun Law Offices

Tier 2

Han Kun Law Offices

Jingtian & Gongcheng

Tier 3

AllBright Law Offices

Boss & Young

Broad & Bright

Commerce & Finance Law

Offices

FenXun Partners

Global Law Office

Grandall Legal Group

Guantao Law Firm

Llinks Law Office

Foreign firms

Tier 1

Allen & Overy

Clifford Chance


Deringer

Linklaters

Shearman & Sterling

Skadden Arps Slate Meagher

& Flom

Tier 2

Baker & McKenzie


Hamilton

Davis Polk & Wardwell

Hogan Lovells

O’Melveny & Myers

Paul Weiss Rifkind Wharton &

Garrison

Simpson Thacher & Bartlett

China


M&A ANNUAL REVIEW

The island’s headline M&A newsin 2014 year was the enactment ofa privatisation roadmap. This settimescales and structures for thesale of key assets includingnational telecoms provider Cyta,electricity company EAC, and thecommercial activities of thecountry’s ports, specificallyLarnaca and Limassol. Theproposals faced fierce opposition,with the bill failing in the firstinstance. But privatisation of

these assets is a key pillar of thecountry’s agreement with lendersfollowing its EU/IMF bailout,meaning the government hadlittle choice but to pursueagreement. In August similarprivatisation news emerged asbidding opened for CyprusAirways, which is 94% state-controlled. At the initial stage 20bidders had expressed an interestincluding Irish discount carrierRyanair. Elsewhere, activity wasconcentrated in certain pockets ofthe economy. The Aphroditeoffshore gas field has generatedplenty of interest in recent years.Drilling and support operationsare expected to boost activity in anumber of areas including thejoint ventures between local andforeign investors.

Firms also reported a noticeablerise in M&A in the financialservices area, specifically theacquisition of non-performingloans as the Cypriot bankingmarket continues its road torecovery.

Tier 1

Andreas Neocleous & Co

Tier 2

Antis Triantafyllides & Sons

Chrysses Demetriades & Co

Dr K Chrysostomides & Co

Harneys Aristodemou Loizides

Yiolitis

Tier 3

Chryssafinis & Polyviou

Clerides Anastassiou

Neophytou

Georgiades & Pelides

Ioannides Demetriou

Pamboridis

Patrikios Pavlou & Associates

Cyprus

Matouk Bassiouny

Despite political, social andeconomic volatility since 2011,the annual value of Egypt’s M&Atransactions has been surprisinglyhigh. Although it has, admittedly,been fuelled by a clutch of largecap deals rather than strong andhealthy deal activity. Thisprecarious trend continued intothe first half of 2014 but withsigns that volume and optimismare on the rise. A number of law firms were

positive about the second half of

2014. One sees promising signsfrom US investors and anotherreports “an avalanche of work”,amounting to mandates on some40 M&A deals from late-2013 tomid-2014, with 12 of themreaching financial close. Thebiggest driver has been MiddleEast investment – particularlyfrom Saudi Arabia, the UAE,Kuwait and Qatar – and oftenfinanced by private equity,governments and sovereignwealth funds. Notable recent transactions

include BNP Paribas’ $500million sale of its entire stake in itsEgyptian bank to EmiratesNational Bank of Dubai, andTotal’s acquisition with BeltonePrivate Equity of Chevron andRoyal Dutch Shell’s Egypt assets.The mid-cap market saw AlFuttaim Private Company Dubaiacquire the Egyptian subsidiary ofLebanese transport companyOmatra Group for $134 millionand Actis acquire a 30% stake inEdita Food Industries for $102million.

Tier 1

Helmy Hamza & Partners

Matouk Bassiouny

Zulficar & Partners

Tier 2

Al Kamel Law

Ibrachy & Partners

Shalakany Law Office

Sharkawy & Sarhan

Zaki Hashem & Partners

Tier 3

Arab Legal Consultants

Dentons

Ibrachy & Dermarkar

Sarie-Eldin & Partners

Egypt

Matouk Bassiouny is a full-service independent law firmbased in Cairo, Egypt. We specialize in advisingmultinationals, corporations, financial institutions andgovernmental entities on all legal aspects of investing anddoing business in Egypt and the region.

Our team of 8 partners and over 85 fee earners are trainedboth locally and internationally and are fully conversant inEnglish, Arabic and French.

e firm prides itself on its in-depth understanding of cross-border cultural and business practices and on providing acommercial problem-solving approach to its legal services.

Our firm is ideally placed to advise on high-profile and high-value complex transactions and we routinely work oncross-border and international transactions. Our full-servicecapabilities are supported by five core practice groups:Corporate and M&A; Finance and Projects; CapitalMarkets; Commercial; and Dispute Resolution.

Overview

Tassos Papadopoulos & AssociatesAbout the firmTassos Papadopoulos & Associates is a leading law firm ofproviding a full range of legal services. The firm maintains itsprincipal practice base in Nicosia and is associated withlocal firms in all towns of Cyprus; It is also a member ofmajor international networks of independent law firms withseveral thousand well-connected lawyers in over 90countries. The firm's participation in these networks enablesits members to guide clients daily through the challenges ofglobal business and to provide them with a rapid andthorough response to the highest international and localstandards. Tassos Papadopoulos & Associates wasestablished by the majority of partners and associates ofthe former Tassos Papadopoulos & Co law partnership (oneof the oldest and largest law firms in Cyprus) which wasdissolved in June 2007 by mutual agreement between itsthen partners.

2, Sofouli Street, Chantecrair Building The second Floor 1096 Nicosia Cyprus

Tel 00357 22 889 999 Fax 00357 22 889 988 Web: www.tplaw.com.cy

Keeping with Europe-widetrends, France saw a significantincrease in M&A volumes as wellas values in 2014. A number of

top Paris law firms saw values inthe first half of 2014 compared to2013 rise tenfold. The Paris officeof one global firm worked ontwice as many M&A deals in thefirst half of 2014 than in all of2013.

Recently, France has seen someits largest deals for some time.Alstom’s €12.5 billion ($15.6billion) sale of its energy assets toGeneral Electric, which was giventhe green light in mid-2014 afterthe French state moved to acquirea 20% stake in Alstom. Vivendi,whose largest shareholders areCinven and Carlyle, sold France’ssecond largest mobile operatorSFR to Altice (the parentcompany of Numericable Group)for €17 billion. A third multi-billion euro deal was the mergerbetween France’s Lafarge andSwitzerland’s Holcim in April2014. There has also been a series of

high value takeovers involvingClub Med, Société de la TourEiffel and Schneider Electric.

Tier 1

Bredin Prat


Hamilton

Darrois Villey Maillot Brochier

Tier 2

Allen & Overy

Clifford Chance



Deringer

Linklaters

Sullivan & Cromwell

Weil Gotshal & Manges

White & Case

Tier 3

De Pardieu Brocas Maffei

Gide Loyrette Nouel

Jones Day

Latham & Watkins

Orrick Rambaud Martel

Shearman & Sterling


& Flom

Willkie Farr & Gallagher

France


M&A ANNUAL REVIEW

While the number of M&A dealshas been similar to last year, theamount raised from both inboundand outbound acquisitionsbetween January and June wasGermany’s highest ever over a six-month period since 2007. Thestatic level of deal activity can be

attributed to a lack of attractive, orattractively priced, targets. There isappetite for German companies,but there is a discrepancy betweenbuyers’ and sellers’ valuations. Tosome extent, the strength of theGerman economy – the prevailingperiod of contraction aside – is toblame. Strong Mittlestandbusinesses have no need to sell atthe prices being offered. Thesecompanies are in profit, haverelatively cheap readily availabledebt finance and – coupled withinvestor appetite for initial publicofferings – can even raise equity.

Increased values are more easilyexplained. There have been a slewof double-digit billion dollar dealsin the past 12 months. Pharma,telecom and energy sectors all sawsubstantial transactions. Bayer’sacquisition of Merck’s OTCbusiness for $14.2 billion,Telefonica Deutschland’s $11.7billion takeover of E-Plus, andLetterOne Group’s purchase ofRWE Dea for €5.1 billion wereamong the highlights.

Tier 1


Deringer

Hengeler Mueller

Linklaters

Tier 2

Clifford Chance

Gleiss Lutz

Latham & Watkins

Tier 3

Allen & Overy

Baker & McKenzie


Hamilton

Hogan Lovells

Milbank Tweed Hadley &

McCloy


& Flom

Sullivan & Cromwell

White & Case

Germany


M&A ANNUAL REVIEW

Ghana is not historically a big M&A market,but there have been interesting developmentsover the past 12 months. There has been astring of notable closed and attempted M&Adeals in a range of sectors, particularly bankingand insurance, telecoms and consumer goods.

There are a number of forces at workbehind this recent activity. There has beenincreasing focus on local content across

industries. This is expected to kick start a waveof M&A from foreign owned businesseslooking for local partners set up Ghanaianoperations. Given the level of interest in sub-Saharan Africa, Ghana has also positioneditself well with a relatively open economy,absence of antitrust hurdles, stable politicalclimate, and high growth rate (7.1% in 2013according to the World Bank).

Among the more notable recent M&Atransactions in the financial sector areTrinidad and Tobago’s retail banking groupRepublic Bank’s acquisition of a further stakein HFC Bank Ghana to secure a majorityshareholding of 32.02%. The deal closed inJune 2014. In January HFC Bank Ghana hadacquired three branches and five agencies fromSociété Générale Ghana for $15 million. Inlate 2013 Fortis Equity Fund Ghana acquiredMerchant Bank Ghana (now UniversalMerchant Bank) for $28 million. In

November 2013,FirstBank of Nigeria alsocompleted its acquisitionin the West Africabusiness of ICB Bank,which includesoperations in Ghana.

The insurance sectorsaw two interesting

acquisitions. Old Mutual, which has a $550million fund for M&A investment into sub-Saharan Africa, acquired Provident LifeAssurance in late 2013. The UK’s Prudentialbought Express Life in December 2013through a $22 million acquisition of amajority stake from Leapfrog Investments, aspecialist microfinance fund managed byJPMorgan, the European Investment Bank(EIB) and Obed Danquah. It was Leapfrog’sfirst exit, having invested $5.5 million in2012. A closely watched deal in the consumersector saw Abraaj and Danone team up toacquire FanMilk Ghana in October 2013 for$200 million. In early 2014, the JospongGroup of companies’ abandoned a potentialacquisition of a controlling interest inExpresso Telecom Ghana for $75 million.Unlike other markets, the deals are notexclusively driven by activity in one sector.

The economy has also been attracting smalland medium private equity investments acrossindustries. For example, Duet Private Equity’srecently invested $15 million and $35 millioninto food producer GN Foods and retail chainShopNSave. Synergy Private Equity Fund,Development Partners International, AmethisFinance and Vantage Capital have also beenactive.

Tier 1

Bentsi-Enchill Letsa & Ankomah

Oxford & Beaumont

Tier 2

AB & David

Fugar & Co

JLD & MB Legal Consultancy

Reindorf Chambers

Tier 3

Kimathi & Partners

Sey & Co

Ghana

India’s M&A market has improvedsignificantly in 2014. After the generalelections, investors who had adopted a wait-and-see approach came back in a surge. Thefirst half of the year, especially in Q2 rightafter the elections, saw some of 2014’s highestvalue M&A deals. Although the number ofcompleted deals has decreased in comparisonto the same period the year before.

Liberalisation of the infrastructure, aviationand manufacturing sectors has contributed toimproved investor sentiment. This istestament to the country’s pledge to boostforeign investment by easingregulations.

One of the more significantdeals in that period was Diageo’s$1.9 billion investment inUnited Spirits, resulting inDiageo owning a 55%shareholding. This was India’slargest consumer productstransaction of 2014. A significanttelecommunications deal in April saw theVodafone Group acquire a stake in PiramalEnterprises for $1.48 billion.

Deal volume picked up from Augustonwards, especially when it came to inboundwork. Outbound, however, has fallen slightlysince 2013. Throughout the year, the lifescience industry took over 26% of the marketshare. Combined, these transactionsamounted to the sector’s highest annual dealvolume since 2010. One attention-grabbingdeal worth $4 billion saw Sun PharmaceuticalIndustries acquire Ranbaxy Laboratories. Themerger led to the creation of India’s largestpharmaceutical company. Elsewhere the newgovernment has shown interest in

encouraging activity in the real-estate sectorby increasing the number of real-estateinvestment trusts (Reits).

India continues its attempt to improve and

simplify the legal environment for foreigninvestment. Nonetheless, existing regulationsremain complex with reports citing thepolitical climate as one factor preventing thecompletion of deals. For example, in July, anAbu Dhabi National Energy consortiumpulled out of a $1.6 billion acquisition of twohydropower plants. In September, the samehappened when buyer Reliance Power pulledout of similar negotiations.

The Modi government, however, hasbrought back optimism in India’s investmentculture, and the upswing is still very much inplace. 2014 has been a solid year for M&A,and activity is expected to continue into2015.

Tier 1

Amarchand & Mangaldas & Suresh A

Shroff & Co

AZB & Partners

Khaitan & Co

Luthra & Luthra

Tier 2

Desai & Diwanji

J Sagar Associates

Talwar Thakore & Associates

Trilegal

Tier 3

ALMT Legal

Bharucha & Partners

DSK Legal

Economic Laws Practice

Majmudar & Partners

Nishith Desai Associates

S&R Associates

Wadia Ghandy & Co

India“The country has been attracting small and mediumprivate equity investmentsacross industries

“Liberalisation of the

infrastructure, aviation andmanufacturing sectors has

contributed to


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M&A ANNUAL REVIEW

Foreign investor interest inIndonesia continues to be robust.Though data reveals that inbound

M&A has dropped since 2012,values have risen, reaching $28.6billion at the end of last year. Theregion continues to see billion-dollar deals. Highlights includePertamina and PTTEP acquiring$1.3 billion of Hess’ oil and gas-producing, and Japan’s SumitomoMitsui purchasing a $1.6 billionstake in Bank TabunganPensiunan Nasional. Elsewhere ina $1.4 billion transaction,Singapore’s United Fiber Systembought up Golden Energy Mines. A large proportion of deals arecentred on the energy, mining,power and utilities sectors, closelyfollowed by the financial servicessector. The country’s naturalresources – especially geothermalenergy – attract much foreigninvestment. Another growing areaof interest is the manufacturingsector where resources and ayoung workforce support thegrowing industry. The fast-growing insurance sector has alsodrawn attention the attention ofUK multinational insurer, Aviva.

Tier 1

Assegaf Hamzah & Partners

Hadiputranto Hadinoto &

Partners

Hiswara Bunjamin & Tandjung

Makes & Partners

Melli Darsa & Co

Tier 2

Ali Budiardjo Nugroho

Reksodiputro

Ginting & Reksodiputro

Hendra Soenardi

Makarim & Taira S

Soemadipradja & Taher

Soewito Suhardiman

Eddymurthy & Kardono

Tier 3

Bahar & Partners

DNC Advocates At Work

Hanafiah Ponggawa & Partners

Hutabarat Halim & Rekan

Kartini Muljadi & Rekan

Leks & Co

Lubis Ganie Surowidjojo

Mochtar Karuwin Komar

Oentoeng Suria & Partners

Indonesia

Managing Partner: Yozua MakesNumber of partners: 4Number of lawyers: 30Languages: English, Indonesian

Firm Overview:Founded in 1993, Makes is an independent,innovative and creative Indonesian law firm with ahistory of forward thinking. Makes advises bothIndonesian and international clients and helps themachieve their commercial goals by providing timely,practical and high quality legal services. Makes alsohas an exclusive strategic alliance with WongPartnership, one of the top tier law firms in Singapore.Makes is also IFLR Asia Awards’ Indonesia NationalLaw Firm of the Year for 2014.

www.makeslaw.com tel: +62 21 574 7181 fax: +62 21 574 7180


M&A ANNUAL REVIEW

After the May 2013 election, ittook some time for MalaysianM&A to pick up. Somedeferred deals came back tomarket in the second half ofthe year. But unlike India andIndonesia, where dealflowimmediately picked up afternational elections, Malaysia

was slower to respond. 2014,however, has proven to be amuch better year. Interest haslargely come from from Asianclients, and manufacturing andreal estate-related deals haveincreased. In Q1, 79 dealscompleted with an aggregatedvalue of $2.5 billion. AsahiHoldings’ purchasing ofcondensed milk maker EtikaHoldings was one of the mostnoteworthy deals.Cross-border deals haveincreased, with foreigninvestors coming in largenumbers over the last twoyears. That has led to anincrease in private equitytransactions. New legislationmakes the insurance sector anarea to watch. In mid 2013,regulators announced thatinsurers had to split and placeunder separate licences theirlife and general insurancebusinesses by 2018. Thisseparation could mean anincrease in M&A.

Tier 1

Kadir Andri & Partners

Shearn Delamore & Co

Skrine

Wong & Partners

Tier 2

Albar & Partners

Rahmat Lim & Partners

Shook Lin & Bok

Zaid Ibrahim & Co

Zul Rafique & Partners

Tier 3

Adnan Sundra & Low

Azmi & Associates

Cheang & Ariff

Chooi & Company

Lee Hishamuddin Allen &

Gledhill

Raja Darryl & Loh

Zain & Co

Malaysia

Mexican M&A has continued to thriveunder President Enrique Pena Nieto’sadministration. Activity remains activeand robust, with a wide variety oftransactions that positively affect multiplemarkets. However, the appetite for thosetransactions could weaken as Mexicoheads into an election year – particularlygiven the president’s unpopularity amongthe general public. His personal approval ratings have

tumbled and some have called for his

resignation for the handling of severalnational issues, including the finding of50 students’ bodies who went missing inSeptember. Voters go to the polls in July2015 and many agree that the resultscould be a midterm referendum.One of the biggest transactions this year

was Carlos Slim’s $5.6 billion purchase ofan 8.38% stake in America Movil fromAT&T. The acquisition was reported tohave driven thetelecommunicationssector this year. Nextyear Slim plans toinvest $4 billion intelecommunications,i n f r a s t r u c t u r e ,energy, real estate,retail, constructionand mining.In 2014 Mexico

opened its energymarkets to privateand foreigninvestors. Thisrequired the creationof laws that regulatehydrocarbons and itsrevenues, the electricindustry, geothermal

electricity and the Federal ElectricityCommission, as well as the CoordinatedRegulating Agencies of the Energy Sectorand the Mexican Petroleum Fund forStabilisation and Development. Once thedetails are released, the overhaul isexpected to significantly increase inboundinvestment.

Tier 1

Creel García-Cuéllar Aiza & Enríquez

Galicia Abogados

Mijares Angoitia Cortés & Fuentes

Ritch Mueller Heather & Nicolau

White & Case

Tier 2

Kuri Breña Sánchez Ugarte & Aznar

Nader Hayaux & Goebel

Santamarina & Steta

Tier 3

Baker & McKenzie

Forastieri

González Calvillo

Jáuregui & Del Valle

Jones Day

Von Wobeser & Sierra

Mexico


M&A ANNUAL REVIEW

Since the end of military rule in2011, acting President Thein Seinhas gradually opened Myanmar’sdoor to foreign investment.Dismantling the fixed exchangerate, as well as other liberalisationshas made the country aninvestment hotspot. Its strategiclocation, low-labour costs andvast untapped natural resources

means that there are seeminglyendless possibilities for frontierinvestors.Many Myanmar nationals are

also returning home to explorebusiness opportunities,particularly following the liftingof EU and US sanctionsstarting in May. With anantiquated legal framework anda surge of investors waiting toenter, Myanmar has beenputting together measures tostreamline its legal structure.On November 2 2014, the

president signed the revisedForeign Investment Law thatpermit 100% foreign ownershipof businesses without a localpartner, land leases forforeigners, and a foreigncompany tax exemption for aninitial five years. The newprovisions also put in place aprofits repatriation mechanism.The country is a magnet for

projects related work, withChinese and Thai investorsbeing the most active.

Tier 1

Kelvin Chia Yangon

Myanmar Legal Services

U Tin Yu & Associates

Tier 2

Allen & Overy

DFDL

Polastri Wint & Partners

Rajah & Tann NK Legal

Myanmar

Selvam & Partners

VDB Loi

Other notable firms

Allen & Gledhill

Audier & Partners

DLA Piper

Duane Morris & Selvam

Linklaters

Myanmar

Last year Mozambique surpassedboth South Africa and Nigeria asthe most targeted market by valuein sub-Saharan Africa. Itaccounted for over 30% of theregion’s M&A value, primarily as aresult of three large transactions.The first was Eni’s $4.2 billion saleof a stake in Eni East Africa toChina National PetroleumCorporation, representing a 20%indirect interest in Mozambique’soffshore gas Area 4. Second wasIndia’s ONGC Videsh and OilIndia’s joint acquisition for $2.47billion of an indirect 10% interestin Area 1 from VideoconMauritius Energy. Third wasOVL’s $2.64 billion acquisition of

an additional 10% interest in Area1 from Anadarko MoçambiqueArea 1.

Behind the deals is the fact thatMozambique’s proven gas reserves(200 billion cubic feet) are thefourth largest in the world, behindQatar, Russia and Iran. Thecountry’s GDP in 2013 totalled$15.32 billion. While someestimate that investments inliquefied natural gas (LNG)infrastructure in the town of Palmaalone (one of three focal points forthe industry) could be up to $16billion, with total LNG investmentsreaching $50 billion. The vast sumsneeded to develop these reservesexplain the transactions and lay thefoundations for many more deals inthe future.

Outside oil and gas, the mostactive areas were energy andpower, followed by materials andreal estate. Local law firms alsopick out agriculture as an up andcoming sector. Other sectors to seeinteresting include wood chipfactory and a bio-fuels.

Tier 1

Couto Graça and Associates

Pimenta Dionisio & Associados

SAL & Caldeira

Tier 2

Ferreira Rocha & Associados

Tier 3

Fernanda Lopes & Associados

GLM – Gabinete Legal

Moçambique

Mozambique

A few years ago everything lookedrosy for Mongolian M&A. As oneof the world’s largest coalproducers, plus being rich inother minerals and housing theworld’s largest copper mine - thecountry became a highlyattractive target for M&A deals.

With what looked like ahealthy business environment andproximity to major coalconsumers, the scene was set forinternational and regional coal

mining groups to invest. Anumber of international law firmsfollowed suit. “There was a realbubble in 2011 but the change ingovernment in 2012 – and a bit ofnationalistic sentiment – slowedeverything down,” one partnersays.

But despite being labelled theSaudi Arabia of coal, Mongolia isa country where corruption is aconstant concern. And whilethere is very high Chinesedemand, historic anti-Chinesesentiment and a reluctance toembrace the windfall hasprompted the government to findways to limit its exposure anddependence on China.“Foreigners are sitting there withmoney ready to develop but thegovernment is too scared to makedecisions,” one partner says.“Work’s hard because there’s a lotof uncertainty and thegovernment makes it hard. Thelaws are knee-jerk. They’re trialand error and are passed withoutindustry input.”

Tier 1

Anand & Batzaya

GTs Advocates

MahoneyLiotta

Minter Ellison

Tier 2

Allens

Anderson & Anderson

Clyde & Co in association with

KhanLex Advocates

DLA Piper

ELB Partners

Hogan Lovells

Lehman Lee & Xu

Tier 3

Grata

Mongolia

Firm ProfileCGA first three years of activity following the merger was extremelysuccessful, resulting in the development of specialized areas of practiceand departments offering clients tailor made advice to meet both theirspecific needs and those of their businesses.

e Firm, with seven partners and more than 40 associates, boastssome of the most established leading lawyers for corporate, finance andcommercial transactions. Chairman Pedro Couto, focuses on projectsfinance, banking, company restructuration, ppp’s, oil and gas. ManagingPartner Jorge Graça, has a strong track record in regulatory, compliance,and legislative issues. Both are leading a team of experienced partners,among whom, Telmo Ferreira, is in charge of areas such as mergers,acquisitions, contracts, corporate, capital markets and tax.

e Mergers & Acquisitions, Capital Market and Tax department hasan extended experience and know-how in the Mozambican legal practiceframework in providing high quality legal advice over all the componentsof transactions and in all stages of the respective implementation, havingparticipated in the most emblematic mergers, de-mergers, acquisitionsand sales that have occurred in Mozambique over the last 15 years.

CGA also has an association with the top tier Iberian firm CuatrecasasGonçalves Pereira and is member of Lex Africa, the largest and longlasting pan African leading law firms.

Contact:Telmo Ferreira is Head of Mergers, Acquisitions, Capital markets andTax departmentE: [email protected]

Address:Av. 24 de Julho, nº 7, 7º floor,Maputo, Mozambique.T: (+258) 21 486 438/40F: +258 21 496 802www.cga.co.mz


M&A ANNUAL REVIEW

After some taxing years, 2014 representeda return to better fortunes in the DutchM&A market. Following a strong end to2013 things really began to pick up at thebeginning of the year across the board.With banks loosening lendingrequirements, there was more capitalavailable for investors while the long-awaited movement from private equityfirms finally made an appearance – thoughnot perhaps on the scale hoped for bymany.

Like many countries in western Europe,however, there remained some difficultieswithin the real-estate market. Financingwas still an issue, though in general, therewas some easing of this compared toprevious years. However the gap betweenbuyer demands and seller expectationsremained the most obvious sticking point.One clear trend that continued this year

was that despite the general uptick in theeconomy, buyers remain much morecautious than they were before thefinancial crisis. Due diligence remainsmore stringent than it has been in thepast, and there are still a number ofinstances of deals collapsing beforecompletion. That being said, the overalloutlook was positive and the generalfeeling among partners was that it was apretty good year.The upward trend in work was driven

by a number of factors, with investmentcoming from a numerous sources. Whilelong-anticipated large-scale Asianinvestment has yet to materialise, there aresigns that money from the east, especiallyChina, is beginning to find its way intothe Dutch market. One example of that

this year saw the China National Cereals,Oils and Foodstuffs Corporation (Cofco)acquire a 51% stake in Nidera, a Dutch-headquartered global commodity traderand agribusiness company. This was themost substantial investment by a Chinesecompany in the Netherlands to date andrepresents the growing interest in themarket from that part of the world.The positive situation in the US markets

has also led to an increase in investorinterest from America. The mostsignificant of these is perhaps LibertyGlobal’s acquisition of Ziggo, with thedelisting of the target to be completed bythe end of the year. The largest cablecompany in the Netherlands, Ziggo onlycompleted its listing in March 2013.Other US activity included the merger ofDE Master Blenders with US giantMondelēz’s coffee business, with theformer paying $5 billion for a 49% stakein the joint operation.In all, it was a much improved, if not

spectacular, year for the Netherlands andmany are anticipating furtherdevelopments in 2015.

Tier 1

Allen & Overy

De Brauw Blackstone Westbroek

NautaDutilh

Tier 2

Clifford Chance

Freshfields Bruckhaus Deringer

Loyens & Loeff

Stibbe

Tier 3

Baker & McKenzie

DLA Piper

Houthoff Buruma

Linklaters

Van Doorne

The Netherlands


M&A ANNUAL REVIEW

Nigeria’s M&A market has beenvery busy over the last 12months, particularly in thebanking, oil and gas, and powersectors. Over October andNovember, American TowerCorp (AMT) agreed to buy4,800 wireless towers in Nigeriafrom Bharti Airtel for $1.05

billion; Skye Bank completed its$740 million purchase ofMainstreet Bank from AMCON(the Asset ManagementCorporation of Nigeria, createdin 2010 to restructure thecountry’s financial system); andHeritage Bank acquiredEnterprise Bank for $320million, marking the first bridgebank to be successfully divestedunder Nigeria’s banking reformprogramme. Oil and gas has seen enormous

M&A activity sparked byindigenous players bidding toacquire assets. The latest exampleis a Royal Dutch Shellconsortium sale of four oilfields(Oil Mining Licences - OML) forwhat could amount to $5 billionto domestic buyers. This andother OML transactions followOando’s $1.5 billion acquisitionof ConocoPhillips’ onshore oilassets in what was the largest allcash acquisition in the history ofNigeria’s capital markets(completed July 2014).

Tier 1

ǼLEX

Aluko & Oyebode

Banwo & Ighodalo

G Elias & Co

Olaniwun Ajayi

Templars

Udo Udoma & Belo-Osagie

Tier 2

Abdulai Taiwo & Co

Adepetun Caxton-Martins

Agbor & Segun

Jackson Etti & Edu

Odujinrin & Adefulu

Tier 3

Ajumogobia & Okeke

Detail Commercial Solicitors

Olajide Oyewole

Perchstone and Graeys

SPA Ajibade & Co

Nigeria

Alliance Law Firm is one of the larger full service commercial law partnerships in Nigeria. e firm maintains offices in the principal commercialhubs of Nigeria; Lagos, Abuja and Port Harcourt. Over the years we have developed and maintained a reputation for actively seeking to designinnovative legal solutions and for providing sophisticated legal advice. Additional information about the firm (including a selection of transactionsin respect of which we have been involved) can be found on our website at www.alliancelf.com.

PRACTICE AREAS: Banking, finance & capital markets, corporate advisory including mergers & acquisitions & restructuring, project finance,Infrastructure & private public partnerships, asset management & collective investment schemes, foreign direct investments & private equity, energy& natural resources (particularly oil & gas, electric power, mining & environmental law), due diligence & regulatory compliance, labour & employment,intellectual property, taxation, real estates, company secretarial services, business establishment & immigration services, admiralty & maritime law,aviation, telecommunications, litigation, arbitration & alternative dispute resolution.

CONTACT INFORMATION:Lagos Office Abuja Office Port Harcourt OfficeAlliance House 63 Mississippi Street YemKem House71, Ademola Street Off AlvanIkoku Way 2nd floor, 101 Ikwere Road Off Awolowo Road Maitama, Abuja Port Harcourt CitySouth-West, Ikoyi Federal Capital City Rivers State, NigeriaLagos State, Nigeria Nigeria

Tel: +234-1- 9035352-5, 2707471-2, 4604092, +234(0)9035352-5 +234(0)803 300 9228E-mail: [email protected]; [email protected] Web: http://www.alliancelf.com


M&A ANNUAL REVIEW

Peru’s economy could be considered one ofLatin America’s best performing in recent

years. But while still a top performer,economic growth has stalled; largely due toa reduction in commodity prices. Thegovernment has rolled out several tactics toboost economic growth and encouragereinvestment in the once-boomingeconomy. In 2014, however, M&A activityhas held strong. Following the global trend of bigger and

bolder M&A transactions, the market hasformed a stable and consistent dynamic. Inthe first quarter of 2014, Peru and itscounterparts in the Pacific Alliancereported 52 deals worth $9.2 billion, a14.4% jump from the same period in 2013.

At a time when mining deals in the countryare a rarity, the indusry created Peru’sbiggest M&A deal ever last year. Thehistoric $6 billion deal was the sale ofGlencore’s Las Bambas copper mine, LatinAmerica’s third biggest, to a Chinese group. While some see this as a sign of things to

come, the sobering reality is that lowcommodity prices, a drop in productionand issues with public investment havecaused a mining slump that affects theentire Peruvian economy. While economicdiversification is underway, for nowforeign investment is likely to remain atrelatively low levels.

Tier 1

Estudio Echecopar member firm of Baker &

McKenzie International

Payet Rey Cauvi Pérez & Mur

Rebaza Alcázar & De Las Casas

Rodrigo Elías & Medrano

Tier 2

Miranda & Amado

Muñiz Ramirez Perez-Taiman & Olaya

Rubio Leguia Normand

Tier 3

Ferrero

Hernández & Cía

Peru

The Philippines is one of Asia’ssteadiest economies. Its GDPgrew 7.2% in 2013, and even inthe much more turbulent watersof 2014 it grew 5.7% in Q1.

Energy, infrastructure, miningand utilities continue to generatemuch interest from foreign as wellas domestic investors, with theconstruction and energy sectors inparticular receiving renewedattention from US and Europeancompanies. The country has seena continuous string of high-valuedeals. Sagittarius Mines (SMI) ofGlencore signed a jointdevelopment and power purchaseagreements for the TampakanPower Project worthapproximately $1 billion, as partof a $6 billion mine developmentproject. There is also talk ofincreased M&A in the bankingsector following the government’sJuly 2014 removal of restrictionsregarding foreign bank controlover domestic lendinginstitutions. Previously foreignbanks had been restricted tocontrolling 60% of the votingequity. Manufacturing alsocontinues to draw attention fromChinese and other Asianinvestors.

Tier 1

Romulo Mabanta

Buenaventura Sayoc & De los

Angeles

SyCip Salazar Hernandez &

Gatmaitan

Tier 2

Angara Abello Concepcion

Regala & Cruz (ACCRALAW)

Picazo Buyco Tan Fider &

Santos

Poblador Bautista & Reyes

Puno & Puno Law Offices

Puyat Jacinto & Santos

Quisumbing Torres

Tier 3

Castillo Laman Tan Pantaleon &

San Jose

Cruz Marcelo & Tenefrancia

Gatmaytan Yap Patacsil

Gutierrez &

Protacio

Siguion Reyna Montecillo &

Ongsiako

Philippines


M&A ANNUAL REVIEW

Known historically as a marketoffering large targets withinnarrow windows, South KoreanM&A has developed a reputationfor protectionism, through aperceived anti-foreign takeoversentiment from regulators.

Recently though there has beena market revival, with privateequity at the forefront. “Since thefinancial crisis in 2008 M&Adecreased in number and size, butin the second half of last year thenumber of M&A deals increased,”one practitioner says. In manycases, the increase in volume was

spurred by an evolving body ofsmall to medium-sized localprivate equity firms like Hahn &Co alongside established houseslike MBK Partners. And the newcrop of firms are targeting mid-sized companies and distressedassets. For example Visteon, theUS automotive parts maker, islooking to sell its South Koreanunit to a local private equity firm.

“Our financial crisis in the late1990s brought in foreign investorsto buy Korean assets, but this isn’thappening as much now,” onelocal partner says. “It is a trendthat private equity funds comefrom home-grown firms but themarket is saturated and Koreancompanies are investing outsideKorea.”

Despite this decline in foreigninterest, there are some signs ofgrowing confidence amongoverseas private equity players,which was seen recently whenTyco sold its South Korean homesecurity business to Carlyle Groupfor $2 billion.

Tier 1

Bae Kim & Lee

Kim & Chang

Lee & Ko

Shin & Kim

Yulchon

Tier 2

Jipyong

Yoon & Yang

Tier 3

Hwang Mok Park

Kim Chang & Lee

South Korea


M&A ANNUAL REVIEW

M&A practitioners in Switzerland are morepositive about the market in 2014 than inrecent years. One sign that the environmentand dynamic have been changing is the capitalmarkets. The country saw five initial publicofferings (IPO) in the first half of 2014,compared to only two over the past two years,and saw a spike in equity and debt capitalmarkets transactions, high-yield issuances andeven asset-backed securitisations (ABS). The banking sector has been particularly

busy as banks strove to become more costeffective, some subsidiaries of foreignbanks made divestments to back out of themarket and the US Department of Justiceput pressure on banks with its

investigation into transparency. Thesetrends prompted a higher level of buyingand selling of portfolios. There have been

developments withAsian, particularlyChinese, investors.Switzerland’s free tradeagreement with Chinatook effect in July,along withamendments to anexisting double taxtreaty. Investors havebeen targeting the luxury goods sector, forexample watches, but there were dealselsewhere. China-headquartered PacteraTechnology International acquiredInnoveo Solutions, and the JinshengGroup purchased Oerlikon Corporation’snatural fibres and textile componentsbusiness for €534 million ($665 million). The pharmaceutical, medical devices,

high-tech and life science sectors were alsoactive. Highlight deals include Oerlikon’smultijurisdictional acquisition of SulzerMetco for CHF1 billion ($1.04 billion),and Novartis’s joint venture withGlaxoSmithKline (GSK). This latter deal

will see Swiss-based Novartis divest itsnicotine patch business Habitrol, sell itsvaccines business to GSK and purchase

GSK's cancer drugs company. Other landmark deals include Holcim’s

merger with France’s Lafarge to create abuilding materials group worth €40billion; Nestlé’s acquisition of L’Oréal’sstake in the dermatological treatmentscompany Galderma in a process totalling€6.5 billion; and a series of deals byClariant, which saw the chemicalscompany sell its textile, chemicals, paperchemicals and emulsions businesses to USprivate equity house SK Capital Partners,its detergents business to ICIG, and itsleather services business to Stahl.

Tier 1

Bär & Karrer

Homburger

Lenz & Staehelin

Niederer Kraft & Frey

Tier 2

Baker & McKenzie

Pestalozzi

Schellenberg Wittmer

Tier 3

Vischer

Walder Wyss

Wenger & Vieli

Switzerland

With the local and presidential electionstaking place in March and Augustrespectively, and with a general electionlooming in June 2015, there haveunderstandably been a number of deals

held back this year. However, as expected,once the presidential elections werecompleted there was a notable surge ofactivity for the remainder of the year.Those in the market anticipate that thiswill continue into the new year beforetapering off againahead of the generalelection in June 2015.Looking at the

bigger picture themarket has continuedto show robust growthand, as ever, it is theenergy and consumersectors leading theway. Energy, mining and utilities inparticular count for a very significantshare of the market, approaching half ofall deals done. It is particularly importanttherefore that the government continuesits programme of privatisations, freeing upassets for sale, and the programmecontinued in earnest following theelections. One slight concern, however,was that despite a lot of interest fromforeign investors in these assets there werenot as many bids as anticipated.

While the country’s future looks to be inrude health, it seems there can be littledoubt that the political disruptions ofrecent years have had some – if perhapslimited – impact on the M&A market. Inparticular it seems to have manifested

itself in the form of reluctance byinternational investors to commit to deals.Some feel this issue could raise its headagain when the general elections comearound in June. Despite this though,investment domestically remains robustand, accounting for an expected lull inconjunction with the general election,many expect the future to be very bright.

Tier 1

Akol

Esin Attorney Partnership

Hergüner Bilgen Özeke

Paksoy

Pekin & Bayar

Pekin & Pekin

YaziciLegal

YükselKarkınKüçük Attorney Partnership

Tier 2

Bener Law Office

Cerrahoglu

Taboğlu & Demirhan

Verdi Attorneys Partnership

Tier 3

Balcioglu Selçuk Akman Keki

Birsel Law Offices

Çakmak

Gedik & Eraksoy

Güner Law Office

İşmen Günalçin

Kolcuoğlu Demirkan Koçaklı

Özel & Özel

Somay

Turkey

“Investors have been targetingthe luxury goods sector

“Looking at the bigger picturethe market has continued to

show robust growth


M&A ANNUAL REVIEW

In the wider context of the past few years,2014 could be seen as a positive one for theUK M&A market. But it’s a conclusionbased largely on the potentially illusoryaspects of market optimism and favourableconditions. With interest rates low,lending returning to the market (at leastfor high-level borrowers) and an apparentappetite for deals among investors, at the

turn of the year the market seemed set fora noticeable rise in activity.

However despite this optimism, the levelof transactions being enacted – and morepertinently the number reachingconclusion – has remained low. Onepotential reason for this is that despitestrong market conditions and corporates’desire to use their cashpiles, the factremains that they aresimply not that manydesirable assets in themarket. And those thatare appealing are stillconsidered overpriced.

The perception ofthe market in the eyesof foreign investors isanother factor, ashighlighted by theaborted takeover of UK pharmaceuticalcompany AstraZeneca by American outfitPfizer. The size of the proposed dealattracted a large degree of press coverage.AstraZeneca’s reluctance, plus recentnegative memories of other deals involvingBritish brands such as Cadbury and RoyalMail, all combined to create a very hostileatmosphere around the proposal. While this

was not the reason why the deal ultimatelyfell through, the perception of the UK as anopen jurisdiction for foreign investmenttook a hit, even though the reality is quitedifferent.

There is positive news to be foundthough. At the time of writing, insurancecompanies Aviva and Friend Life arepursuing a potential £5.6 billion ($6.77

billion) merger and certain sectors such asreal estate (as evidenced by the sale ofLondon’s so-called Gherkin building) andnatural resources remain active. There isalso cause for optimism in the ferventactivity in the London equity capitalmarkets, with a number of substantiallistings seen on both the London StockExchange main market and AIM.

Tier 1

Allen & Overy

Freshfields Bruckhaus Deringer

Linklaters

Skadden Arps Slate Meagher & Flom

Slaughter and May

Tier 2

Cleary Gottlieb Steen & Hamilton

Clifford Chance

Herbert Smith Freehills

Sullivan & Cromwell

Tier 3

Ashurst


Hogan Lovells

Macfarlanes

Milbank Tweed Hadley & McCloy

Shearman & Sterling


UK

2014 was a year of huge and complexdeals. If size were the key metric, then norecap would be complete without mentionof Comcast Corporation’s $45.2 billiontakeover of Time Warner Cable,

announced in February. Davis Polk &Wardwell and Willkie Farr & Gallagherare advising Comcast, while Time WarnerCable has retained Skadden Arps SlateMeagher & Flom and Paul Weiss.A n o t h e r

t r a n s f o rm a t i v edeal saw AT&Tand DIRECTVannounce in Maythat they hadentered into anagreement forAT&T to acquireDIRECTV for$48.5 billion. Atthe time of press, the deal was stillundergoing antitrust review, but it was notexpected to founder as AT&T’s 2011 bidto acquire T-Mobile had done. But complexity, as opposed to sheer

size, has been the most salient feature ofM&A this year. One of its most heraldeddeals, and one that is representative in itsunpredictable twists and turns and thenumber of parties and interests involved,was Tyson Foods’ $7.8 billion acquisitionof Hillshire Brands Company, completedin the final week of August. Tysonemerged as the winner in a saga that

started out with Hillshire planning toacquire PinnacleFoods for $6.6 billion,with help from Hillshire’s counsel,Skadden. Cravath Swaine & Mooreadvised Pilgrim’s Pride on an unsolicited

$7.7 billion offer to acquire Hillshire.Pinnacle’s announcement on June 30 thatit was terminating its merger agreementwith Hillshire paved the way for Tyson topursue its ultimately successful bid forHillshire.Private equity was another salient

feature. Highlights include Permira funds’$1.1 billion sale of Renaissance Learningto Hellman & Friedman, and TPG’s $1.5billion purchase of The Warranty Group.In March HIG sold American HardwoodIndustries to Baillie Lumber for anundisclosed amount.

Tier 1

Cravath Swaine & Moore


Kirkland & Ellis

Simpson Thacher & Bartlett

Skadden Arps Slate Meagher & Flom

Sullivan & Cromwell

Wachtell Lipton Rosen & Katz


Tier 2

Cleary Gottlieb Steen & Hamilton

Debevoise & Plimpton

Latham & Watkins

Ropes & Gray

Tier 3

Dechert

Fried Frank Harris Shriver & Jacobson

Gibson Dunn & Crutcher

Jones Day

Kaye Scholer

Morrison & Foerster

Paul Weiss Rifkind Wharton & Garrison

Shearman & Sterling

US

“Despite the positivity, thelevel of transactions reachingcompletion has remained low

“Complexity, as opposed to sheersize, has been the most salient

feature of M&A this year

Documents

There is a strong pipeline of deals set to materialise …...M&A. Over the first 11 months, more than $3 trillion of deal volume was announced, making it the biggest year since the