year

Half- on

DEAL
editi

dRIVERS
EMEA
The comprehensive review of mergers and
acquisitions in the EMEA region.

2010

Published by:

In association with:
02

Contents
Foreword 03
Heat Chart 04
All Sectors 06
Financial Services 14
Industrials & Chemicals 18
Energy, Mining & Utilities 22
Consumer 26
Telecoms, Media & Technology 30
Transportation 34
Pharma, Medical & Biotech 38
Construction 42
Middle East & North Africa 46
Country outlook 50
Merrill DataSite contacts 60
Hay Group M&A contacts 64

About mergermarket
mergermarket is an unparalleled mergers
and acquisitions intelligence tool. In any
market, the life blood of advisers is deal
flow. mergermarket is unique in the
provision of origination intelligence to the
investment banking, legal, private equity,
acquisition finance, public relations and
corporate markets.
With an unrivalled network of journalists
and analysts covering M&A in Europe and
North America, mergermarket generates
proprietary intelligence and delivers it,
together with daily aggregated content, mergermarket is not interested in news, by
on its mergermarket.com platform and by then the opportunity has usually passed.
real-time email alerts to its subscribers. mergermarket focuses on revenue-
generating intelligence and proves daily that
This wealth of intelligence, together with it is one of the most useful and powerful
a series of deal databases, individual and tools for the M&A market.
house league tables, profiles and editorial,
has proven time and time again that this
product can and does provide real revenues
for mergermarket’s clients. This is apparent
when you see that mergermarket is used
by over 400 of the world’s foremost advisory
firms to assist in their origination process.

Deal drivers – Europe


Foreword
Welcome to the half-year 2010 edition
of EMEA Deal Drivers, brought to you by
mergermarket in association with Merrill
DataSite and Hay Group. This Deal Drivers
publication provides readers with a broad
and detailed review of the major trends and
activity in European M&A.
During the first half of 2010, European M&A
activity increased by 25.3% compared to
the same period in the preceding year and
totalled €182.70bn. This compares favourably
with the US where M&A activity was down
by 14.4% in comparison to the first half of
2009, with a total of €251.00bn worth of deals
announced. Meanwhile, the Asia-Pacific
region is going from strength to strength with
almost €119.70bn worth of deals coming to
market, an increase of close to 10% when
compared to the same timeframe in 2009.
Europe’s share of global M&A for H1 2010
has increased to 27.5% from the 23.7% in H1
2009, clearly illustrating the central role that
European dealmaking plays to overall
deal flow.
However, despite all this positive news, the
European market is still in flux, and talk is
no longer about ‘returning to a pre-crisis
market place’. Instead, M&A practitioners from
the advisory and the corporate community
alike are adjusting to the new economic
environment and accepting that the status-
quo has fundamentally altered. Particularly
in relation to private equity, experts are
talking about a return to basics with a greater
03
emphasis on improving the operations
of a business, rather than an approach
based largely on financial engineering.
“Meanwhile, Europe’s
While there are signs that the economy share of global M&A
is in recovery mode, persistent market
uncertainty and a continued lack of long-
for H1 2010 has
term visibility remain significant challenges. increased to 27.5%
They are affecting corporates the world
over and we are seeing only the strongest from the 23.7% in
and bravest of players engaging in M&A.
H1 2009, clearly
As firms set forth to seize new opportunities
and avoid potential pitfalls in the recovering illustrating the central
market, Merrill DataSite offers the secure
market-leading virtual data room (VDR) role that European
solution that streamlines the due diligence
process, providing improved information dealmaking plays to
management, as well as cost-cutting and
time-saving capabilities in a deal market
overall deal flow.”
where such attributes are paramount. If Paul Hartzell,
you would like any information about how Senior Vice President
Merrill DataSite can assist you in executing Merrill DataSite
your business M&A strategy, please visit
our website at www.datasite.com.
As always, Merrill DataSite is delighted
to present the half-year 2010 edition of
EMEA Deal Drivers, the comprehensive
review of M&A transaction activity
and trends across Europe. We hope
that you continue to find it useful.
Paul Hartzell
Senior Vice President, DataSite
Merrill Corporation Ltd, London
Deal drivers – europe
04
Heat Chart
EMEA Heat Chart – Intelligence
European M&A in the first half of 2010 increased
by just over 25.0% in year-on-year comparison
and totalled €182.70bn. After months, years
in fact, of depressed M&A levels in the EMEA
region, it looks as if things are looking up.
However, while there continue to be indicators
suggesting economic recovery and a wider sense
of stability returning, there are still contradictory
messages pertaining to the opposite, and so the
biggest challenge for M&A practitioners – both
on the advisory and corporate side – is to read
the many signs correctly.
In the last edition of Deal Drivers EMEA, we
referred to experts predicting a flurry of deals
in the Consumer sector as both smaller and
medium-sized players come under pressure
from the two blockbuster deals in the space
– Kraft’s acquisition of UK chocolate maker,
Cadbury, and Heineken’s purchase of Femsa.
These experts had explained that medium-sized
players would feel pressure to expand both
their geographic footprint and product, in order
to compete with these consumer behemoths,
while smaller players could find themselves
pushed out of the market altogether.
Looking at the data now, six months on, it
certainly appears as if the experts were right.
The sector saw high levels of deal flow in the
first half of the year, and a number of large
deals involving Consumer companies. One
example was Phillips-Van Heusen’s €2.20bn
acquisition of Tommy Hilfiger from private equity
owner Apax – a great example of how private
equity funds are making use of the valuation
recovery to exit portfolio businesses. High
levels of future activity are still being predicted
in the Consumer sector, with the CEE region
(excluding Russia), the UK & Ireland, along with
the Germanic region and Italy expected to see
the highest number of deals come to market.
Deal drivers – Europe
The Heat Chart further predicts that in the
months to come, the UK will again become a
hotbed of dealmaking – albeit for somewhat
“The Heat Chart further
different reasons than during the heydays
leading up to the financial crisis. M&A
predicts that in the
practitioners in the region have argued over months to come,
recent months that, while the worst is certainly
over, the number of business in the country that the UK will again
are in distress, and under increasing pressure
to take dramatic action, is steadily increasing. become a hotbed of
They explained that while banks have largely
propped up these businesses throughout the
dealmaking – albeit for
crisis, particularly in the mid-market, banks
themselves are now under pressure and are
somewhat different
being forced to act; this would lead to a new reasons than during
wave of distress-driven M&A activity.
Looking at the Heath Chart, this certainly
the heydays leading up
seems to be the case. mergermarket to the financial crisis.”
intelligence is predicting high levels of deal
flow across the majority of sectors in the UK
& Ireland, predominantly focusing in the ‘Old
Economy’ areas such as the Industrials &
Chemicals and Consumer spaces. Similarly, the
still highly fragmented and consolidation-active
Business Services space is expected to witness
brisk deal flow.
Other sectors and geographies that are
predicted to see high levels of activity in
the months to come are the Industrials &
Chemicals space and the TMT sector; these are
predicted to be hot across much of the EMEA
region. Given the attention the space is receiving
on the global stage, it can also come as no
surprise that companies engaged in Energy,
Mining & Utilities will also be active. Finally,
the EMEA region, which is already witnessing
an influx of cash-rich Asian buyers, could see a
substantial increase in dealmaking originating
from further afield than had previously been
considered typical.
by Catherine Ford, Remark
 05

Heat Chart
EMEA Heat Chart – Intelligence

CEE UK & Germanic Benelux Italy Nordic Russia SEE France Iberia Middle TOTAL
(excl. Ireland East &
Russia) North
Africa
Industrials & Chemicals 136 65 104 177 59 51 37 36 30 29 41 765

Telecoms, Media & 141 93 88 178 25 49 20 20 47 36 42 739

Technology (TMT)

Consumer 132 66 70 37 75 54 50 39 41 34 22 620

Energy, Mining & Utilities 98 125 51 25 42 27 56 41 13 21 46 545

Financial Services 58 97 49 23 39 9 27 15 18 7 80 422

Business Services 35 82 29 11 14 25 9 3 18 19 8 253

Leisure 35 53 27 4 23 12 9 23 18 24 14 242

Pharma, Medical & Biotech 20 37 56 22 15 48 3 4 19 10 6 240

Transportation 43 8 17 16 11 13 21 27 5 9 24 194

Construction 31 17 8 4 11 12 11 14 7 22 17 154

Real Estate 28 21 18 11 8 5 11 13 4 7 24 150

Agriculture 16 3 2 1 5 3 1 1 10 42

Defence 2 12 1 1 1 1 2 20

Government 5 1 1 1 1 4 13

Other 1 2 5 5 13

TOTAL 781 681 520 509 324 312 258 243 223 218 343 4,412

Hot Warm Cold

80 50 20 The Intelligence Heat Chart is based on ‘Companies for Sale’ tracked by mergermarket in Europe between 01/01/2010 and 30/06/2010.
70 40 Opportunities are captured according to the dominant geography and sector of the potential target company.
10
60 30 0

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

Deal drivers – europe

06
All Sectors
At the end of 2009, we wrote about tender
green shoots appearing on the M&A
horizon, giving M&A practitioners across
the EMEA region hope for the months to
come. It appears our predictions were right
– European M&A increased by over 25.0% in
year-on-year comparison during the first half
of 2010 when compared to the same period
last year, with deals worth an aggregated
€182.70bn coming to market.
However, while deal flow in the second
quarter of the year was up by over 70.0%
compared with that in the previous year
(1,003 deals valued at €92.90bn), it was still
one of the worst on mergermarket record – a
clear indication that the market still has a
lot of recovering to do before dealmakers
can once again relax in the knowledge that
deal flow is not likely to come crashing down
around them. “Financiers, shareholders
and regulators are scrutinising deals more
rigorously than ever before. Dealmakers must
become more vigilant during due diligence
and take extra care to understand the impact
of the merger/acquisition on the intangible
capital of both sides of a deal,” said Deborah
Allday, EMEA M&A Director, Hay Group.
Meanwhile, putting Europe’s share of global
M&A into context, the region accounted for
27.5% of total global deal flow in the first half
of 2010, compared to 23.7% in H1 2009. Global
M&A totalled €665.30bn in H1 2010, up 8.7%
from H1 2009, with deal count increasing by
15.9% to 5,147 announced deals.
So, where has this deal activity taking place?
What are the hot sectors? Which countries
have become the hotbeds of M&A activity? And
most importantly, what has been driving deals?
“The need for rapid growth appears still to
be driving increased deal activity, with buyers
focused on gaining access to new markets
and customers. We have seen more cross-
border deals as Asian investors have taken the
opportunity to acquire devalued assets and
gain a foothold in European markets,” said
Deborah Allday from Hay Group.
Over the course of the financial crisis,
the Financial Services industry frequently
topped the list of most active sectors, but
it must be kept in mind that those deals
were, in the majority of cases, driven by
Deal drivers – europe – ALL SECTORS
a need to bail-out banks on the verge
of collapse; as opposed to strategically
motivated acquisition plays from peers.
With a degree of normality returning to the
market, sector focus and deal rationale
are shifting, pushing other sectors into the
foreground. In terms of deal volume, the
Industrials & Chemicals sector is at the
vanguard of dealmaking, accounting for 20.8%
of all EMEA deals. M&A transactions in this
space were largely driven by corporates, who
have used the period of economic downturn to
redefine their strategy, and now that valuations
have recovered to a satisfactory level, they are
exiting non-core operations. Also accounting
for a number of deals in the space are private
equity funds, which acquired non-core
industrial assets during the heyday of the
asset class and are now looking, and finding,
exit opportunities.
The second busiest sector in terms of
volume was the Consumer sector, where
deals were spurred on by fall-out from the
large acquisitions earlier in the year – Kraft’s
buy of Cadbury and Heineken’s purchase of
Femsa. Both deals were expected to predicate
further deal flow in the space, as smaller
players grapple to ensure their own survival
against the backdrop of these industry shifting
deals. Indeed, one of the reporting period’s
largest deals, Phillips-Van Heusen’s €2.20bn
acquisition of Tommy Hilfiger from private
equity owner Apax, fell into the Consumer
category. This deal is a great example of how
private equity funds are making use of the
valuation recovery to exit portfolio businesses.
In terms of value, the ever-domineering
Energy, Mining & Utilities space again
accounted for the lion’s share of deals, while
the Industrial & Chemicals and Financial
Services sectors played a fairly significant role
in dealmaking in the EMEA region.
Looking at where M&A activity is taking place
geographically, the UK & Ireland stood out
after accounting for the bulk of the region’s
deal flow, both in terms of value and volume.
The region accounted for over 25.0% of
deal flow in terms of value and just under
24.0% in terms of volume. “Those seeking to
acquire assets in the UK or Ireland should
not underestimate the risks. Undoubtedly,
ALL SECTORS
companies facing a distress sale will already be
grappling with a decrease in employee morale
and motivation. Senior employees or those with
key skills may take the opportunity to move to
competitors, thus reducing the overall value of
the human capital. And customer service may
have begun to suffer. All of these issues should
be assessed when valuing the human capital
asset base,” said Allday. There are expectations
that the UK & Ireland will continue to see high
levels of distressed driven deal flow as banks
cut their losses, exercise their right to call in
outstanding loans and force weaker players to
repay their debts.
Given its role as Europe’s industrial heartland,
it is not surprising that the Germanic region
features highly on the rundown of most active
geographies, closely behind the UK & Ireland.
Given the weight that the Industrial space
carries there, deals have been again led by
cash-rich corporates and newly invigorated
private equity players.
Looking at the run down of the largest deals in
the region during the reporting period, the near
absence of private equity players illustrates the
flight of this asset class into the mid-market.
It will be interesting to observe whether the
relaxing of the credit market’s will trigger a
comeback of the mega-deals, or, as some
commentators are predicting, that they are
truly a thing of the past.
Credit Suisse was the most active financial
adviser in terms of value over the first half of
the year, advising on 57 deals with a total value
of €67.54bn. By volume, Rothschild retain top
spot, working on 72 deals worth €33.11bn. For
legal advisers, Sullivan & Cromwell topped in
terms of value after working on 15 deals worth
€65.36bn; Allen and Overy came in at number
one by volume after advising on a total of 84
deals with a combined value of €44.39bn.
Rothschild top the league tables for financial
advisers by value and volume in the mid-
market, working on 26 deals with a cumulative
value of €2.91bn. Linklaters are ahead in the
legal advisers table by value at €3.71bn in 28
deals; DLA Piper knock them in to second
place by volume, leading on 32 transactions
worth €1.85bn.
 07

All Sectors
Top 20 Announced Deals for Half-Year Ending 30 June 2010 – European All Sectors

Announced Status Bidder company Target company Sector Vendor company Deal
date value
(€m)
1-Mar-10 L Prudential Plc American International Assurance Company Financial Services American International 26,178
Limited Group Inc
4-Jan-10 P Novartis AG Alcon Inc (52.00% stake) Pharma, Medical & Biotech Nestle SA 18,247

30-Jun-10 P KazakhGold Group Limited OJSC Polyus Gold Energy, Mining & Utilities 8,367

30-Mar-10 P AXA SA AXA Asia Pacific Holdings (Asian businesses) Financial Services AXA Asia Pacific Holdings 6,445
Limited
9-Mar-10 P Sanofi-Aventis SA/Merck & Intervet/Schering-Plough Animal Health; and Pharma, Medical & Biotech Merck & Co Inc; and Sanofi- 6,065
Co Inc JV Merial Limited Aventis SA
28-Apr-10 P PPL Corporation E.ON US LLC Energy, Mining & Utilities E.ON AG 5,767

11-Jan-10 C Heineken NV FEMSA Cerveza SA de CV Consumer Fomento Economico 5,300

Mexicano SAB de CV
11-Mar-10 P BP Plc Devon Energy Corporation (Assets in the Energy, Mining & Utilities Devon Energy Corporation 5,116
deepwater Gulf of Mexico, Brazil and
Azerbaijan)
28-Feb-10 C Merck KGaA Millipore Corporation Pharma, Medical & Biotech 4,960

5-Jan-10 C Mikhail Gutseriyev (Private NK Russneft OAO Energy, Mining & Utilities En+ Group Ltd 4,595
Investor)
14-Jun-10 C Aerellia Investments Limited; JSC Uralkali (53.20% stake) Industrials & Chemicals Madura Holding Limited 4,254
Becounioco Holdings Limited;
and Kaliha Finance Limited
18-Mar-10 P Teva Pharmaceutical Ratiopharm GmbH Pharma, Medical & Biotech 4,200
Industries Ltd
12-May-10 C SAP AG Sybase Inc Business Services 4,044

28-May-10 P Royal Dutch Shell Plc East Resources Inc Energy, Mining & Utilities Kohlberg Kravis Roberts 3,802
& Co
2-May-10 P Norsk Hydro ASA Alumina do Norte do Brasil SA (57.00% Industrials & Chemicals Vale SA 3,685
stake); Aluminio Brasileiro SA (51.00% stake);
Companhia de Alumina do Para (61.00%
stake); and Paragominas bauxite mine
(60.00% stake)
8-Apr-10 P British Airways Plc Iberia Lineas Aereas de Espana SA Transportation 3,598

24-Jun-10 P Resolution Limited AXA SA (UK life and pensions businesses) Financial Services AXA SA 3,330

20-Jan-10 C Alstom SA; and Schneider Areva T&D SA Industrials & Chemicals AREVA SA 3,180
Electric SA
7-Jun-10 P Grifols SA Talecris Biotherapeutics Inc Pharma, Medical & Biotech Cerberus Capital 3,129
Management LP
15-Feb-10 L Yara International ASA Terra Industries Inc Industrials & Chemicals 3,092

C= Completed; P= Pending; L= Lapsed

Deal drivers – europe – All sectors

08

All Sectors
European M&A split by deal size

Value VOLUME

1,200 8,000

1,100
7,000 354
1,000
316
900 6,000 258
247 216 466 206
800 481
217 177
5,000 194 1,634 383
700 432
value (€bn)

866.8 164 1,566

volume 346 1,255
600 4,000
1,423 107
711.2 83
500 1,192 1,119 213
553.0 3,000 1,022 835
400 525.4 679
983
362.4 747 525
300 85 54
2,000
115
200 2,801 2,647 314
78.2 91.6 231.0 2,550 266
77.7 2,203
58.0 61.1 1,000 2,058 2,048
100 69.3 75.1 74.1 128.9 18.7
55.1 57.4 29.6 1,123
67.1 33.9 18.8
51.1 58.8 62.2 50.7 27.8 13.5
0 0
6.8 8.9 9.3 10.3 7.6 4.6 2.5
2004 2005 2006 2007 2008 2009 H1 2010 2004 2005 2006 2007 2008 2009 H1 2010

>€501m €251m-€500m €101m-€250m >€501m €251m-€500m €101m-€250m

€15m-€100m €5m-€14m €15m-€100m €5m-€14m value not disclosed

Quarterly M&A activity – All sectors

Value VOLUME

450,000 1,800

400,000 1,600

350,000 1,400

300,000 1,200
Value (€m)

Volume

250,000 1,000

200,000 800

150,000 600

100,000 400

50,000 200

0 0
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 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
04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 10 10 04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 10 10

Quarter ended Quarter ended

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

Deal drivers – europe – All sectors

 9

All Sectors
European BUYOUTS European EXITS

100,000 400 50,000 240

45,000
350 50,000 240
200
80,000 40,000
300 45,000
35,000 200
160
Value (€m)

Value (€m)
40,000
Volume

VolumeVolume
250
60,000 30,000
35,000
160
Value (€m)

200 25,000 120

30,000
40,000 20,000
150 25,000 120
80
15,000
100 20,000
20,000 10,000 80
15,000 40
50
5,000
10,000
40
0 0 0 0
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 5,000 Q1 Q2 Q Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2
04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 10 10 04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 10 10
0 0
Quarter ended Quarter
Q1 Q2 Q Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 ended
Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2
04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 10 10
Value (€m) Volume Value (€m) Volume
Quarter ended

Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant location of the target is in Europe. Value (€m) Volume

TRANsatlantic deals

Value VOLUME

100,000 250

100,000

80,000 200

80,000

60,000 150
value (€m)

volume

60,000
value (€m)

40,000 100

40,000

20,000 50

20,000

0 0
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 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
04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 10 10 04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 10 10
0
Quarter ended Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2Quarter ended
Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2
04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 10 10
Total North North American European bidder Total North North American
Quarter ended European bidder
American/ bidder acquiring acquiring North American/ bidder acquiring acquiring North
European deals European target American target European deals European target American target
Based on dominant location of target and bidder and excludes all buyouts. Total North North American European bidder
American/ bidder acquiring acquiring North
European deals European target American target

Deal drivers – europe – All sectors

10

All Sectors
Mix of deals by geographic region

Value VOLUME

2.6% 2.4%
UK & Ireland 12.9%
18.8% 25.4% 23.8%
Germanic UK & Ireland
France Germanic

Italy 14.2% France

7.6% Italy
Iberia
Iberia
Benelux 15.3%
4.9% Benelux
7.2%
Nordic
19.4% Nordic
Central & Eastern Europe 7.3%
7.0% Central & Eastern Europe
2.8%
Other 11.2% 5.2% Other 11.9%

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

Mix of deals by industry sector

Value VOLUME
0.3% 0.5%
0.6% 1.8%
1.0%
3.9% 4.7%
1.7%
Industrials & Chemicals 14.1% 20.8%
7.0%
Financial Services 15.8%
Industrials & Chemicals
3.3%
Business Services 10.9% Financial Services
3.9%
Consumer Business Services
5.5% 9.0%
Consumer
Energy, Mining & Utilities
1.6% 5.9% 13.2% Energy, Mining & Utilities
TMT
TMT
Leisure 10.9% 11.3%
9.1% Leisure
Transportation 7.9% Transportation
Pharma, Medical & Biotech 19.7% 15.7%
Pharma, Medical & Biotech

Construction Construction

Real Estate
Real Estate
Defence
Defence
Agriculture
Agriculture

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

Deal drivers – europe – All sectors

 11

All Sectors
Financial advisers

Top 20 – Ranked by value Top 20 – Ranked by VOLUME

H1 H1 Company name Value Number H1 H1 Company name Value Number
2009 2010 (€m) of deals 2009 2010 (€m) of deals
3 1 Credit Suisse 67,534 57 1 1 Rothschild 33,111 72
1 2 Goldman Sachs 61,501 40 3 2 KPMG 5,575 71
2 3 Citigroup 51,202 25 6 3 PricewaterhouseCoopers 4,887 62
4 4 Morgan Stanley 41,156 54 8 4 Credit Suisse 67,534 57
8 5 JPMorgan 41,044 40 10 5 Morgan Stanley 41,156 54
7 6 Deutsche Bank 40,287 40 5 6 Deloitte 4,133 54
11 7 Rothschild 33,111 72 2 7 Lazard 31,641 50
5 8 Lazard 31,641 50 9 8 Goldman Sachs 61,501 40
17 9 Barclays Capital 25,170 21 7 9 JPMorgan 41,044 40
6 10 Bank of America Merrill Lynch 24,034 20 14 10 Deutsche Bank 40,287 40
10 11 Greenhill & Co 20,781 8 4 11 UBS Investment Bank 19,981 33
9 12 UBS Investment Bank 19,981 33 11 12 Ernst & Young 1,171 30
23 13 HSBC Bank 18,332 18 18 13 DC Advisory Partners 4,117 29
25 14 Nomura Holdings 13,490 19 12 14 Citigroup 51,202 25
18 15 BNP Paribas 11,970 21 21 15 Global M&A 80 23
31 16 Credit Agricole CIB 9,992 13 34 16 Barclays Capital 25,170 21
72 17 SG 9,332 9 15 17 BNP Paribas 11,970 21
85 18 BMO Capital Markets 9,318 3 13 18 Bank of America Merrill Lynch 24,034 20
26 19 Blackstone Group Holdings 8,765 4 25 19 Nomura Holdings 13,490 19
16 20 Royal Bank of Scotland Group 7,563 11 20 20 HSBC Bank 18,332 18

The financial adviser league tables by value and volume have been run from 01/01/2010 to the 30/06/2010, excluding lapsed and withdrawn deals.
The tables are pan-European and cover all sectors.

Legal AdvisErS

Top 20 – Ranked by value Top 20 – Ranked by VOLUME

H1 H1 Company name Value Number H1 H1 Company name Value Number
2009 2010 (€m) of deals 2009 2010 (€m) of deals
3 1 Sullivan & Cromwell 65,364 15 3 1 Allen & Overy 44,385 84
7 2 Cravath Swaine & Moore 55,173 10 1 2 Linklaters 37,499 81
20 3 Simpson Thacher & Bartlett 47,513 20 6 3 DLA Piper 4,112 76
25 4 Cleary Gottlieb Steen & Hamilton 46,042 28 5 4 CMS 4,262 60
16 5 Allen & Overy 44,385 84 2 5 Freshfields Bruckhaus Deringer 34,407 59
4 6 Skadden Arps Slate Meagher & Flom 43,119 23 4 6 Clifford Chance 16,505 51
58 7 Weil Gotshal & Manges 40,486 31 10 7 Jones Day 8,395 40
11 8 Herbert Smith/Gleiss Lutz/Stibbe 40,428 38 11 8 Hogan Lovells 8,785 39
18 9 Slaughter and May 40,395 24 8 9 Herbert Smith/Gleiss Lutz/Stibbe 40,428 38
2 10 Linklaters 37,499 81 30 10 SJ Berwin 5,066 38
94 11 Debevoise & Plimpton 36,611 5 12 11 Latham & Watkins 20,136 36
1 12 Freshfields Bruckhaus Deringer 34,407 59 40 12 Mannheimer Swartling 4,371 33
37 13 Norton Rose 33,661 24 16 13 Weil Gotshal & Manges 40,486 31
8 14 Davis Polk & Wardwell 30,940 8 18 14 Dewey & LeBoeuf 21,465 30
23 15 Blake, Cassels & Graydon 29,234 12 9 15 White & Case 6,303 30
13 16 Wachtell, Lipton, Rosen & Katz 26,732 6 17 16 Cleary Gottlieb Steen & Hamilton 46,042 28
38 17 Dewey & LeBoeuf 21,465 30 20 17 Vinge 2,733 28
9 18 Homburger 21,282 8 7 18 Baker & McKenzie 9,030 27
5 19 Latham & Watkins 20,136 36 15 19 Eversheds 332 26
6 20 Clifford Chance 16,505 51 14 20 Loyens & Loeff 11,502 25

The legal adviser league tables by value and volume have been run from 01/01/2010 to the 30/06/2010 and include lapsed and withdrawn deals.
The tables are pan-European and cover all sectors.

Deal drivers – europe – All sectors

12

All Sectors
Financial advisers – Mid-market (€10m<deals<€250m)

Top 20 – Ranked by value Top 20 – Ranked by VOLUME

H1 H1 Company name Value Number H1 H1 Company name Value Number
2009 2010 (€m) of deals 2009 2010 (€m) of deals
4 1 Rothschild 2,905 26 4 1 Rothschild 2,905 26
1 2 Lazard 2,472 21 7 2 KPMG 1,250 23
3 3 Morgan Stanley 2,013 16 1 3 Lazard 2,472 21
11 4 Credit Suisse 1,936 16 3 4 PricewaterhouseCoopers 1,465 21
5 5 UBS Investment Bank 1,588 12 5 5 Deloitte 1,285 21
7 6 PricewaterhouseCoopers 1,465 21 9 6 Morgan Stanley 2,013 16
16 7 Deutsche Bank 1,453 9 11 7 Credit Suisse 1,936 16
9 8 Deloitte 1,285 21 6 8 UBS Investment Bank 1,588 12
10 9 KPMG 1,250 23 17 9 DC Advisory Partners 1,111 12
20 10 DC Advisory Partners 1,111 12 43 10 UniCredit Group 1,053 12
84 11 UniCredit Group 1,053 12 23 11 Jefferies & Company 992 12
2 12 JPMorgan 1,036 6 8 12 Ernst & Young 586 10
25 13 Jefferies & Company 992 12 16 13 Deutsche Bank 1,453 9
8 14 Goldman Sachs 960 6 14 14 BNP Paribas 809 8
26 15 Nomura Holdings 872 7 22 15 M&A International 176 8
13 16 BNP Paribas 809 8 24 16 Nomura Holdings 872 7
- 17 Leonardo & Co 757 4 79 17 Hawkpoint 693 7
42 18 HSBC Bank 755 6 26 18 SEB Enskilda 655 7
136 19 Hawkpoint 693 7 19 19 Grant Thornton Corporate Finance 571 7
22 20 SEB Enskilda 655 7 2 20 JPMorgan 1,036 6

The financial adviser mid-market eague tables by value and volume have been run from 01/01/2010 to the 30/06/2010, excluding lapsed and withdrawn deals.
The tables are pan-European and cover all sectors.

Legal AdvisErS

Top 20 – Ranked by value Top 20 – Ranked by VOLUME

H1 H1 Company name Value Number H1 H1 Company name Value Number
2009 2010 (€m) of deals 2009 2010 (€m) of deals
1 1 Linklaters 3,711 28 4 1 DLA Piper 1,845 32
11 2 DLA Piper 1,845 32 1 2 Linklaters 3,711 28
4 3 Clifford Chance 1,836 19 3 3 Allen & Overy 1,641 22
6 4 Jones Day 1,719 16 5 4 Clifford Chance 1,836 19
3 5 Allen & Overy 1,641 22 7 5 CMS 1,094 19
9 6 Slaughter and May 1,493 11 17 6 Hogan Lovells 999 18
2 7 Freshfields Bruckhaus Deringer 1,446 16 6 7 Jones Day 1,719 16
23 8 Mannheimer Swartling 1,278 13 2 8 Freshfields Bruckhaus Deringer 1,446 16
12 9 Weil Gotshal & Manges 1,165 12 28 9 SJ Berwin 1,071 14
7 10 CMS 1,094 19 27 10 Mannheimer Swartling 1,278 13
26 11 SJ Berwin 1,071 14 10 11 Herbert Smith/Gleiss Lutz/Stibbe 921 13
27 12 Hogan Lovells 999 18 241 12 Travers Smith 642 13
5 13 Herbert Smith/Gleiss Lutz/Stibbe 921 13 9 13 Weil Gotshal & Manges 1,165 12
25 14 Kirkland & Ellis 889 7 73 14 Olswang 529 12
10 15 Latham & Watkins 880 11 8 15 Slaughter and May 1,493 11
113 16 Simpson Thacher & Bartlett 818 6 14 16 Latham & Watkins 880 11
76 17 Hammonds 797 7 11 17 Wiersholm 659 10
85 18 Cederquist 722 7 19 18 Eversheds 289 10
20 19 Baker & McKenzie 700 7 30 19 Chiomenti Studio Legale 590 9
274 20 De Pardieu Brocas Maffei 698 7 61 20 Arthur Cox 587 9

The legal adviser mid-market league tables by value and volume have been run from 01/01/2010 to the 30/06/2010 and include lapsed and withdrawn deals.
The tables are pan-European and cover all sectors.

Deal drivers – europe – All sectors

 13

ALL SECTORS
PR ADVISERS

Top 20 – Ranked by value Top 20 – Ranked by VOLUME

H1 H1 Company name Value Number H1 H1 Company name Value Number
2009 2010 (€m) of deals 2009 2010 (€m) of deals
1 1 Brunswick Group 57,272 60 1 1 FD 38,510 65
4 2 FD 38,510 65 2 2 Brunswick Group 57,272 60
3 3 Kekst and Company 19,565 17 5 3 Citigate 5,758 40
5 4 Maitland (AMO) 14,966 34 4 4 Maitland (AMO) 14,966 34
2 5 Finsbury Group 14,084 27 3 5 Finsbury Group 14,084 27
86 6 Joele Frank Wilkinson Brimmer Katcher 12,062 6 15 6 Kekst and Company 19,565 17
26 7 Sard Verbinnen & Co 8,389 7 17 7 Tulchan Communications 4,642 15
10 8 Hering Schuppener Consulting (AMO) 7,807 13 10 8 Hering Schuppener Consulting (AMO) 7,807 13
6 9 Estudio de Comunicacion 7,503 6 8 9 M:Communications 6,243 13
- 10 Hinton & Associates 6,445 1 6 10 Barabino & Partners 5,688 12
13 11 M:Communications 6,243 13 24 11 College Hill 1,911 12
15 12 Citigate 5,758 40 26 12 Pelham Bell Pottinger 999 12
7 13 Barabino & Partners 5,688 12 7 13 Abernathy MacGregor Group (AMO) 3,422 10
23 14 Tulchan Communications 4,642 15 31 14 Publicis Consultants 2,250 10
- 15 Temple Bar Advisory 4,314 4 29 15 Hogarth Partnership 404 10
130 16 rw konzept 4,200 4 9 16 Buchanan Communications 98 8
29 17 Euro RSCG C&O (AMO) 3,630 3 20 17 Sard Verbinnen & Co 8,389 7
8 18 Abernathy MacGregor Group (AMO) 3,422 10 37 18 Hudson Sandler 2,834 7
33 19 Image Sept 3,192 5 34 19 Merlin PR 1,986 7
11 20 Hill & Knowlton 3,148 6 18 20 Ad Hoc Communication 590 7

The PR adviser league tables by value and volume have been run from 01/01/2010 to the 30/06/2010 and exclude lapsed and withdrawn deals.
The tables are pan-European and cover all sectors.

PR Advisers – Mid-market (€10m<deals<€250m)

Top 20 – Ranked by value Top 20 – Ranked by VOLUME

H1 H1 Company name Value Number H1 H1 Company name Value Number
2009 2010 (€m) of deals 2009 2010 (€m) of deals
2 1 FD 2,378 26 2 1 FD 2,378 26
7 2 Citigate 2,144 20 1 2 Brunswick Group 2,054 23
1 3 Brunswick Group 2,054 23 5 3 Citigate 2,144 20
3 4 Maitland (AMO) 1,924 16 3 4 Maitland (AMO) 1,924 16
5 5 Finsbury Group 1,097 10 4 5 Finsbury Group 1,097 10
4 6 M:Communications 922 5 35 6 Pelham Bell Pottinger 628 9
11 7 Tulchan Communications 697 7 10 7 Tulchan Communications 697 7
53 8 Pelham Bell Pottinger 628 9 6 8 M:Communications 922 5
29 9 Estudio de Comunicacion 458 2 7 9 Barabino & Partners 382 5
22 10 Barabino & Partners 382 5 37 10 College Hill 266 5
27 11 Kekst and Company 329 3 16 11 Community Group 321 4
14 12 Community Group 321 4 8 12 Image Sept 255 4
38 13 Cubitt Jacobs & Prosek Communications 310 3 13 13 Ad Hoc Communication 231 4
8 14 Abernathy MacGregor Group (AMO) 271 2 33 14 Publicis Consultants 147 4
60 15 College Hill 266 5 20 15 Hogarth Partnership 82 4
59 16 Hudson Sandler 264 2 11 16 Buchanan Communications 77 4
10 17 Image Sept 255 4 43 17 Kekst and Company 329 3
17 18 Merlin PR 255 3 21 18 Cubitt Jacobs & Prosek Communications 310 3
18 19= Hill & Knowlton 250 1 27 19 Merlin PR 255 3
- 19= SPJ (AMO) 250 1 74 20 Powerscourt 245 3

The PR adviser league tables by value and volume have been run from 01/01/2010 to the 30/06/2010 and exclude lapsed and withdrawn deals.
The tables are pan-European and cover all sectors.

Deal drivers – EUROPE – ALL SECTORS

14
Financial Services
A number of factors in the Financial Services
sector are likely to help determine its M&A
landscape moving forward, with continuing
distressed sales still prevalent. Another
aspect that will come to the forefront is the
strength of Asian players moving to buy
European assets. All of this follows what has
already been an eventful year in the sector.
Ongoing non-core disposals by banks
throughout Europe, as they pay back their
respective states following a series of bailout
loans, will continue to largely dominate the
financial M&A landscape. A long list of banks
including Allied Irish Bank, Bank of Ireland,
ING, KBC Group, Lloyds Banking Group and
the Royal Bank of Scotland are in the middle of
such disposals which need to be completed by
2013. Some deals have already been completed
this year, such as Lloyds’ partial sale of Bank
of Scotland Integrated Finance to Cavendish
Square Partners for £480m and RBS offloading
both of its Kazakhstan and Indian divisions
to HSBC.
However, there is still a large number of deals
under these particular circumstances which
are expected to be closed before the year’s
out. These include the likes RBS’ multi-billion
pound sale of Worldpay card service business
and its William & Glyn branches, which are
expected to be finalised before the year-end.
KBC is another that has forged ahead with
a raft of planned disposals, some of which
are likely to come to fruition in the not too
distant future. Having already sold a combined
total of around €2.00bn worth of assets this
year through the sales of its KBL European
Private Bankers, its Ireland and UK KBC Asset
Management businesses alongside KBC
Financial Products, it still hopes to dispose of
further assets this year. These could include
its London stock broking business Peel Hunt,
and its Belgian retail banking and insurance
operations Centea and Fidea, which are
expected to commence in Q4.
Meanwhile, Europe could prove to be a busy
hunting ground for Asian companies looking to
cherry pick bargains due to the distressed state
of many of their European counterparts.
Deal drivers – Europe – FINANCIAL SERVICES
Financial
serivces
A recent example of an Asian company zoning
in on a European counterpart is that of listed
“The UK’s proposed
Japan-based insurance company, NKSJ re-addressing and
Holdings, which acquired a 93.36% of Turkey-
based non-life insurance company Fiba Sigorta reshaping of its
Anonim Sirketi for €253m. Fiba had interest
from European bidders, but none were able financial hub through
to match NKSJ’s price. The clout many Asian
players have above their rivals is likely to spur the introduction of the
similar deals as we move forward.
Independent Banking
The same could be said for the likes of
Australian and Canadian firms, which also
Commission could be
shielded themselves sensibly away from the
financial crisis.
another factor that
One of the headline-grabbing ‘deal-that-never-
leads to a further wave
was’ stories saw Prudential fail in its €26.20bn
approach for AIA. This could generate a break-
of sales.”
up of either, or both, insurance giants, leading
predatory peers to scour around for parts of the
respective firms.
The UK’s proposed re-addressing and
reshaping of its financial hub through the
introduction of the Independent Banking
Commission could be another factor that leads
to a further wave of sales. The commission
will look into the possibility of separating
institutional banks from their retail banks
and if this model is decided upon, it is likely to
spur further and greater disposals among the
banking community.
With the likes of the Spanish banking giant,
Santander on the lookout for more acquisitions,
and with a bid already in for RBS’ retail assets,
the door could be opened for further buys as
well as the likely opening up of the market for a
host of new entrants.
Linklaters are ahead in the legal advisers table
by volume from 16 deals; Slaughter and May
are ahead by value having advised on €29.92bn.
On the financial advising front, JPMorgan are
top by value on €10.40bn and KPMG are ahead
by volume on 15 deals.
by Paul Francis-Grey
 15

Financial Services
Top 15 Announced Deals for Half-Year Ending 30 June 2010 -
European Financial Services Sector

Announced Status Bidder company Target company Vendor company Deal value
date (€m)

1-Mar-10 L Prudential Plc American International Assurance Company American International Group Inc 26,178
Limited

30-Mar-10 P AXA SA AXA Asia Pacific Holdings (Asian businesses) AXA Asia Pacific Holdings Limited 6,445

24-Jun-10 P Resolution Limited AXA SA (UK life and pensions businesses) AXA SA 3,330

9-Jun-10 P Banco Santander SA Grupo Financiero Santander Serfin SA de CV Bank of America Corporation 2,089
(24.90% stake)

17-Feb-10 C International Petroleum Investment Company Barclays Plc (5.20% stake) 1,428

17-May-10 P Man Group Plc GLG Partners Inc 1,373

21-May-10 P The Hinduja Group KBL European Private Bankers SA KBC Group NV 1,350

16-Feb-10 C JPMorgan Chase & Co RBS Sempra Commodities LLP (European and RBS Sempra Commodities LLP (subsidiary of 1,235
Asian operations) Royal Bank of Scotland Group Plc)

27-Apr-10 C National Pension Reserve Fund Bank of Ireland Plc (20.77% stake) 1,036

25-Jun-10 P Banco de Sabadell SA Banco Guipuzcoano 807

18-Feb-10 C Credit Agricole SA Cassa di Risparmio della Spezia SpA (80.00% Intesa Sanpaolo SpA 740
stake); and Intesa Sanpaolo SpA (96 branches)

4-Feb-10 C China Investment Corporation Apax Partners LLP (2.30% stake) 697

20-Apr-10 P Marginalen AB Citibank International Plc (Swedish Citibank International Plc 640
operations)

20-May-10 C CVC Capital Partners; Cinven Limited; and Avolon Aerospace Limited (undisclosed stake) 601
Oak Hill Capital Partners LP

10-Feb-10 C Affiliated Managers Group Inc Pantheon Ventures Limited Russell Investments 564

C= Completed; P= Pending; L= Lapsed

Deal drivers – Europe – FINANCIAL SERVICES

16

Financial services
Mix of deals by geographic region

Value VOLUME

1.6% 1.6%
4.0%
8.0%
UK & Ireland 11.9%

Germanic UK & Ireland 31.1%

11.5%
France Germanic
13.0% France
Italy
Italy
Iberia 9.4% 56.3%
Iberia
Benelux
5.6% Benelux
Nordic Nordic
8.4% 9.6%
Central & Eastern Europe 10.7% Central & Eastern Europe
0.3%
6.8%
Other 2.8% 7.3%
Other

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

quarterly trends

Value VOLUME

140,000 175

120,000 150

100,000 125
Value (€m)

80,000 100
Volume

60,000 75

40,000 50

20,000 25

0 0
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 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
04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 10 10 04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 10 10

Quarter ended Quarter ended

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

Deal drivers – Europe – FINANCIAL SERVICES

 17

Financial services
Financial advisers

Top 20 – Ranked by value Top 20 – Ranked by VOLUME

H1 H1 Company name Value Number H1 H1 Company name Value Number
2009 2010 (€m) of deals 2009 2010 (€m) of deals
11 1 JPMorgan 10,401 6 4 1 KPMG 931 15
7 2 Deutsche Bank 9,858 9 9 2 Deutsche Bank 9,858 9
20 3 Nomura Holdings 6,738 3 3 3 Morgan Stanley 3,232 9
36 4 Macquarie Group 6,445 3 2 4 JPMorgan 10,401 6
8 5 Barclays Capital 5,962 6 21 5 Barclays Capital 5,962 6
3 6 Credit Suisse 4,102 5 8 6 Lazard 1,985 6
5 7 Bank of America Merrill Lynch 3,462 2 5 7 Citigroup 1,984 6
- 8 RBC Capital Markets 3,330 1 1 8 UBS Investment Bank 101 6
2 9 Morgan Stanley 3,232 9 6 9 Credit Suisse 4,102 5
88 10 Santander Global Banking and Markets 2,089 1 20 10 DC Advisory Partners 663 5
6 11 Lazard 1,985 6 13 11 Rothschild 202 5
4 12 Citigroup 1,984 6 10 12 Goldman Sachs 1,622 4
10 13 Goldman Sachs 1,622 4 17 13 Lexicon Partners 271 4
- 14= Moelis & Company 1,373 1 11 14 BNP Paribas 177 4
9 14= Perella Weinberg Partners 1,373 1 42 15 Nomura Holdings 6,738 3
53 16= KBC Securities 1,350 1 - 16 Macquarie Group 6,445 3
- 16= Spencer House Partners 1,350 1 - 17 Banca IMI/Intesa Sanpaolo 1,277 3
- 18 Banca IMI/Intesa Sanpaolo 1,277 3 16 18 HSBC Bank 337 3
92 19= Tegris 1,069 1 12 19 PricewaterhouseCoopers 233 3
- 19= Violy & Company 1,069 1 32 20 Deloitte 204 3

The financial adviser league tables by value and volume have been run from 01/01/2010 to the 30/06/2010, excluding lapsed and withdrawn deals.
The tables are pan-European and cover the Financial Services sector.

LEGAL advisers

Top 20 – Ranked by value Top 20 – Ranked by VOLUME

H1 H1 Company name Value Number H1 H1 Company name Value Number
2009 2010 (€m) of deals 2009 2010 (€m) of deals
4 1 Slaughter and May 29,920 5 3 1 Linklaters 6,119 16
65 2 Norton Rose 29,570 9 2 2 Allen & Overy 3,055 14
9 3 Sullivan & Cromwell 28,156 5 1 3 Freshfields Bruckhaus Deringer 2,612 10
44 4 Cleary Gottlieb Steen & Hamilton 27,767 5 20 4 Norton Rose 29,570 9
73 5 Weil Gotshal & Manges 27,568 5 122 5 Arthur Cox 1,780 8
30 6 Simpson Thacher & Bartlett 27,002 4 4 6 Clifford Chance 1,600 7
18 7 Herbert Smith/Gleiss Lutz/Stibbe 26,464 6 16 7 Dewey & LeBoeuf 1,520 7
- 8= Cravath Swaine & Moore 26,178 1 8 8 Herbert Smith/Gleiss Lutz/Stibbe 26,464 6
119 8= Debevoise & Plimpton 26,178 1 - 9 Garrigues 1,712 6
27 10 Davis Polk & Wardwell 23,031 2 5 10 Slaughter and May 29,920 5
10 11 Mallesons Stephen Jaques 6,459 4 6 11 Sullivan & Cromwell 28,156 5
42 12 Freehills 6,459 3 78 12 Cleary Gottlieb Steen & Hamilton 27,767 5
45 13 Allens Arthur Robinson 6,445 1 31 13 Weil Gotshal & Manges 27,568 5
2 14 Linklaters 6,119 16 76 14 Simpson Thacher & Bartlett 27,002 4
8 15 Wachtell, Lipton, Rosen & Katz 3,158 2 23 15 Mallesons Stephen Jaques 6,459 4
24 16 Allen & Overy 3,055 14 - 16 Cuatrecasas, Goncalves Pereira 712 4
1 17 Freshfields Bruckhaus Deringer 2,612 10 28 17 KPMG Abogados 633 4
- 18 Concord & Partners Law Offices 2,411 1 92 18 Mannheimer Swartling 417 4
122 19 Arthur Cox 1,780 8 19 19 Ashurst - 4
- 20 Garrigues 1,712 6 45 20 Freehills 6,459 3

The legal adviser league tables by value and volume have been run from 01/01/2010 to the 30/06/2010 and include lapsed and withdrawn deals.
The tables are pan-European and cover the Financial Services sector.

Deal drivers – Europe – FINANCIAL SERVICES

18
INDUSTRIALS & Chemicals
Deal flow in the European Industrials
space picked up in the first half of the year,
which saw an increase in both the value
and volume of collated deals. Practitioners
have argued that consolidators were able
to take advantage of lower prices by picking
up distressed and undervalued companies.
Additionally, the sector has seen a great deal
of non-core assets coming to market from
corporates intent on focussing on their
core competencies.
The number of deals with a European
Industrials target increased to 410 transactions
announced in the first six months of 2010, from
378 in the same period last year Total value,
however, jumped from just under €6.00bn in
the first half of 2009 to €25.80bn in 2010 as
the likes of French Areva’s substation and grid
network builder Areva T&D, iconic Swedish
car brand Volvo Car Corporation, and the UK’s
producer of uninterrupted power components,
Chloride, fell to foreign and domestic predators
with an eye for a bargain.
More specifically, Industrials deals in the first
half were a combination of slimming down of
non-core disposals, deals done under pressure
and revisited deals.
The €3.81bn sale in January of Areva’s
electricity transmission and distribution
business to French power group Schneider
Electric, for example, was in many ways typical
of continued attempts to offload non-core
Industrial assets which characterised the
latter part of 2009. The transaction came about
because state-owned Areva’s plans to focus
on core nuclear reactor and mining activities
led to political and financial pressure to find at
least some of the estimated €5.00bn needed to
pay for this transition.
St. Louis-Missouri-based Emerson’s €1.27bn
acquisition of UK-based power supply systems
maker Chloride was the third attempt following
two offers in 2008. The move was, in part,
made possible by the fall in Sterling against
the US Dollar, making a UK takeover more
affordable for Emerson.
Deal drivers – europe – INDUSTRIALS & chemicals
INDUSTRIALS
& chemicals
The final sale of the iconic Swedish car brand Polymerlatex will certainly keep the market
Volvo Cars Corporation also came after several alive in the summer months, a Euro weakened
attempts, but Ford Motor Company’s attempt by the continent’s sovereign debt crisis could
to mitigate its financial difficulties by offloading yet make Solvay and more traditional buyers
Volvo Cars, along with other luxury PAG brands, such as Arkema and Lanxess more cautious
had not been a happy one. Having acquired about deals.
Volvo Cars for €5.64bn in 1999, Ford sold the
company to Chinese auto group Zhejiang Geely For Industrials M&A, the second half of 2010
for €1.34bn in March. will be a testing time.
Elsewhere in the Automotive sector, another In the sector, JP Morgan is ranked in first
cross shareholding deal with Renault- place for financial advisers by value with
Nissan and Daimler’s decision to take seven deals worth €9.89bn; Rothschild are
corresponding 3.0% stakes in each other top by volume on 16 deals. In terms of legal
against a cooperation agreement, showed that advisers, Freshfields Bruckhaus Deringer
the European and Japanese car and truck beat Linklaters to the highest spot for both
manufacturing industry is inching ever-closer volume and value, advising on 16 deals worth
after a similar deal between Suzuki and €13.07bn.
Volkswagen earlier in the year.
by Thomas Williams and Johannes Koch
As the Industrials sector begins the second
half of 2010, there are signs that the trend of
reintroducing the deals of yesteryear is likely
to accelerate. Despite failing to sell several
similar assets in 2009, industrial group
ThyssenKrupp has returned to its non-core
disposal list with the sale of its steel and
aluminium forming division, ThyssenKrupp
Umformtechnik. Similarly, in the increasingly
active chemicals niche, fertiliser giant K+S is
“The number of deals
confident enough that its Compo brand will
reach a reasonable valuation after placing it
with a European
for sale; meanwhile Belgian chemical group Industrials or
Solvay is still sporting a €3.00bn war chest
from the sale of its pharmaceuticals division Automotive target
to Abbot, with German flavourings company
Symrise an oft-mentioned potential target. stayed relatively flat
The outlook may still be mixed. One European with around 250
steel banker recently pointed out that while
small deals are still possible, an ever-changing transactions closed in
price outlook for the raw materials on which so
many industrials are based makes it difficult
the first six months; as
to predict future M&A activity in the metal
industry. A chemicals banker also argued that,
against 276 in the same
while the Compo sale and that of latex-maker period of 2009.”
 19

INDUSTRIALS & Chemicals

Top 15 Announced Deals for Half-Year Ending 30 June 2010 –
European Industrials & Chemicals Sector

Announced Status Bidder company Target company Vendor company Deal value
date (€m)

14-Jun-10 C Aerellia Investments Limited; Becounioco JSC Uralkali (53.20% stake) Madura Holding Limited 4,254
Holdings Limited; and Kaliha Finance Limited

2-May-10 P Norsk Hydro ASA Alumina do Norte do Brasil SA (57.00% Vale SA 3,685
stake); Aluminio Brasileiro SA (51.00% stake);
Companhia de Alumina do Para (61.00%
stake); and Paragominas bauxite mine
(60.00% stake)

20-Jan-10 C Alstom SA; and Schneider Electric SA Areva T&D SA AREVA SA 3,180

15-Feb-10 L Yara International ASA Terra Industries Inc 3,092

23-Jun-10 P BASF SE Cognis GmbH GS Capital Partners; Permira; and SV Life 2,408
Sciences

28-Mar-10 P Zhejiang Geely Holding Group Company Volvo Cars Corporation Ford Motor Company 1,342
Limited

19-Jan-10 C Vinci SA Cegelec SA Qatari Diar Real Estate Investment Company 1,292

18-Jan-10 C Tyco International Ltd Brink's Home Security Holdings Inc 1,277

29-Jun-10 P Emerson Electric Company Chloride Group Plc 1,270

7-Apr-10 C Nissan Motor Co Ltd; and Renault SA Daimler AG (3.10% stake) 1,168

19-May-10 P Honeywell International Inc Sperian Protection SA Essilor International SA 1,112

8-Jun-10 L ABB Ltd Chloride Group Plc 1,083

20-Jun-10 P Corn Products International Inc National Starch & Chemical Company Akzo Nobel NV 1,049

17-May-10 P ABB Ltd ABB Ltd (India) (22.89% stake) 772

8-Jan-10 C Investment group led by Alexander Katunin; Industrial Union of Donbass Corporation 694
and Vnesheconombank (50.01% stake)

C= Completed; P= Pending; L= Lapsed

Deal drivers – europe – INDUSTRIALS & chemicals

20

INDUSTRIALS & Chemicals

Mix of deals by geographic region

Value VOLUME
0.2% 1.0%
11.5%
13.2% 15.1%
UK & Ireland
23.3%
Germanic UK & Ireland
France Germanic
18.9%
15.4% France
Italy
Italy 22.7%
Iberia
8.8% Iberia
Benelux
Benelux
1.5% 6.6%
Nordic
Nordic
2.1%
Central & Eastern Europe 3.7%
2.9% Central & Eastern Europe
7.1%
Other 30.9% Other15.4%

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

quarterly trends

Value VOLUME

70,000 400

60,000 350

300
50,000

250
Value (€m)

40,000
Volume

200
30,000
150

20,000
100

10,000 50

0 0
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 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
04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 10 10 04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 10 10

Quarter ended Quarter ended

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

Deal drivers – europe – INDUSTRIALS & chemicals

 21

INDUSTRIALS & Chemicals

Financial advisers

Top 20 – Ranked by value Top 20 – Ranked by VOLUME

H1 H1 Company name Value No. of H1 H1 Company name Value No. of
2009 2010 (€m) deals 2009 2010 (€m) deals
8 1 JPMorgan 9,886 7 2 1 Rothschild 7,118 16
1 2 Goldman Sachs 9,483 4 4 2 KPMG 2,190 15
7 3 Lazard 7,846 10 1 3 PricewaterhouseCoopers 333 13
10 4 Citigroup 7,574 4 17 4 Lincoln International 232 12
11 5 Rothschild 7,118 16 9 5 Lazard 7,846 10
24 6 Credit Suisse 7,053 10 43 6 Credit Suisse 7,053 10
23 7 BNP Paribas 5,254 4 3 7 Deloitte 36 10
- 8 Credit Agricole CIB 4,405 3 22 8 JPMorgan 9,886 7
93 9 HSBC Bank 4,251 3 8 9 Global M&A 32 7
2 10 Deutsche Bank 3,676 6 21 10 Deutsche Bank 3,676 6
12 11 Morgan Stanley 3,671 6 29 11 Morgan Stanley 3,671 6
111 12 SG 3,111 4 110 12 SEB Enskilda 186 5
25 13 KPMG 2,190 15 13 13 Grant Thornton Corporate Finance 23 5
- 14 Investec 1,354 2 - 14 Metzler Corporate Finance 17 5
- 15 Hawkpoint 1,292 1 20 15 Goldman Sachs 9,483 4
5 16 Greenhill & Co 1,270 1 28 16 Citigroup 7,574 4
13 17 Bank of America Merrill Lynch 1,205 2 11 17 BNP Paribas 5,254 4
- 18 Mizuho Financial Group 1,168 2 111 18 SG 3,111 4
- 19= Philippe Villin Conseil 954 1 24 19 Jefferies & Company 384 4
- 19= Ricol et Lasteyrie et Associes 954 1 5 20 Ernst & Young 67 4

The financial adviser league tables by value and volume have been run from 01/01/2010 to the 30/06/2010, excluding lapsed and withdrawn deals. The tables
are pan-European and are based on the following sectors: Automotive; Chemicals & Materials; Industrials- electronics; automation and products and services; and Manufacturing- other.

LEGAL advisers

Top 20 – Ranked by value Top 20 – Ranked by VOLUME

H1 H1 Company name Value No. of H1 H1 Company name Value No. of
2009 2010 (€m) deals 2009 2010 (€m) deals
1 1 Freshfields Bruckhaus Deringer 13,067 16 5 1 Freshfields Bruckhaus Deringer 13,067 16
18 2 Linklaters 8,878 16 1 2 Linklaters 8,878 16
106 3 Latham & Watkins 7,106 7 7 3 Allen & Overy 5,497 14
130 4 Wikborg Rein & Co 6,791 4 8 4 Jones Day 436 12
- 5 Thommessen 6,777 2 45 5 Mannheimer Swartling 1,622 11
17 6 Allen & Overy 5,497 14 2 6 CMS 89 11
- 7 Davis Polk & Wardwell 5,267 4 3 7 Baker & McKenzie 161 10
55 8 Bredin Prat 4,099 5 9 8 DLA Piper 62 10
2 9 Shearman & Sterling 3,868 4 20 9 Herbert Smith/Gleiss Lutz/Stibbe 1,095 9
219 10 Selmer 3,711 4 6 10 Hogan Lovells 3,629 8
- 11 Veirano Advogados 3,685 1 71 11 SJ Berwin 899 8
8 12 Hogan Lovells 3,629 8 36 12 Noerr 13 8
- 13 Darrois Villey Maillot Brochier 3,576 3 19 13 Latham & Watkins 7,106 7
32 14 Gide Loyrette Nouel 3,291 3 4 14 Clifford Chance 2,685 7
20 15 Davies Ward Phillips & Vineberg 3,092 1 34 15 Cuatrecasas, Goncalves Pereira 430 7
16 16 Clifford Chance 2,685 7 18 16 Eversheds 61 7
12 17 Cleary Gottlieb Steen & Hamilton 2,681 6 13 17 Cleary Gottlieb Steen & Hamilton 2,681 6
72 18 Blake, Cassels & Graydon 2,296 2 - 18 Gianni, Origoni, Grippo & Partners 1,183 6
54 19 Wiersholm 1,828 4 51 19 Pinsent Masons 330 6
51 20 Slaughter and May 1,784 5 62 20 Roschier 112 6

The legal adviser league tables by value and volume have been run from 01/01/2010 to the 30/06/2010 and include lapsed and withdrawn deals. The tables are pan-European and are based on the following
sectors: Automotive; Chemicals & Materials; Industrials- electronics, automation and products and services; and Manufacturing- other.

Deal drivers – europe – INDUSTRIALS & chemicals

22
ENERGY, MINING & UTILITIES
All of the Energy deals in H1 2010 came in
the shadow of BP’s Gulf of Mexico oil spill,
with the event having consequences for the
company, the whole industry and also oil
prices. News flow on the situation is being
published daily and is likely to continue
beyond the end of this year. At the time
of publication, the latest development is
the US$30.00bn disposal plan, which is
to be rolled out over the next 18 months
(announced 27 July).
Ironically, it was BP that made the biggest oil
& gas deal in the past half year, buying deep
water assets in the Gulf of Mexico, Brazil and
Azerbaijan from Devon Energy Corporation
for €5.12bn.
In the North Sea, despite numerous
opportunities on the market, only a few
transactions were completed in the first half
of 2010. The recovery of oil prices, which is
easing pressure on sellers, and overall price
expectations, were named by a North Sea
executive as the main reasons for the lack of
deals. Some of the assets that were on the
market but have not been sold include €775m
of Italian state oil company ENI’s assets,
properties owned by Royal Dutch Shell, Noble
Energy of the US and French utility GDF Suez.
The two main transactions in the oil and gas
sector during the first half were Scottish and
Southern Energy’s €238m purchase of the
assets of Hess, the US-listed energy group,
and Dana Petroleum’s €328m acquisition of
Suncor’s assets. Dana, which is the second
biggest independent in the North Sea after
Premier Oil, is itself now a takeover target by
the Korea National Oil Corporation (KNOC).
If the deal actually happens, it would be
the largest concluded by Asian investors
in this part of the world. The Korean giant
has been known in the industry to seek
production capacity through M&A and was also
rumoured to be eying privately held Kosmas
Energy’s stake in the Jubilee Field in Ghana,
a significant new African discovery. Chinese
buyers are also widely known investors in
Africa, although most of their deals are done
on a government-to-government basis, rather
than as straight forward M&A.
The sector has not seen much distressed M&A
so far this year but there are expectations of
mergers from larger companies seeking to
Deal drivers – europe – ENERGY, MINING & UTILITIES
strengthen their balance sheets. Earlier
this year, Acergy, the Norwegian-listed
energy company, merged with Subsea 7, its
Norwegian-listed counterpart, and more deals
could follow on the Norwegian side of the
North Sea, especially between highly
leveraged entities.
The equity markets, despite Petrobras’ appetite
for a mega rights issue of US$25.00bn, do not
seem to have fully rebounded. Although a few
major IPOs are in the pipeline, the timeframe
is as yet unknown.
On the mining side, new listings dominated
the first half of the year. Russian mining
conglomerate Rusal floated in Hong
Kong. Although the listing was supposed
to set a trend for future Russian IPOs, the
disappointing trading of Rusal and the
entities roughing up at the hand of the Hong
Kong listing authorities put a large question
over whether many others will follow.
Petropavlovsk, the Russian mining company,
is one of the companies that has declared its
intention to list on the Asian exchange.
The recent rebound in precious metal prices
is also bringing more hope for deals in this
space. In the wake of the debt crisis and with
currencies which are still weak, gold has been
one of the most bullishly rising commodities.
The market believes that the hunt for
immediate production capacity could drive
more miners to seek assets that are already
in production or about to go into production.
Crew Gold Corporation, the Canada-listed,
Africa-focused gold miner, attracted interest
from Endeavour Financials, an investment
house, and Severstal, the Russian metals and
mining company. Both of them increased their
stake in the listed entity. Similarly, the West
Africa-focused Cluff Gold, with its UK listing,
is reported to have attracted the attention of
a predator keen on its producing assets and
strong exploration portfolio. However, it is
understood the deal failed over pricing issues.
The spin off of Canadian miner Barrick Gold’s
African operations and its listing in London
was also one of the key deals of the first half
of the year. Barrick sold a 25.00% stake in the
business through the exchange, although,
according to market rumours, this move was a
matter of internal restructuring and separation
ENERGY,
MINING &
UTILITIES
of the African management. Still, the listing
was the biggest one of this half of the year
in London.
“It is a stand-out transaction and it
demonstrates investor appetite for African
assets on the London market. Given continued
tightness in the credit markets, I think we
could see more spin-offs from the big mining
companies,” Lee Downham, Partner, and the
Head of Mining & Metals at Ernst &Young, said.
Some of the companies that have already
hinted about spinning off further assets include
Anglo American, Vedanta Resources, Severstal
and Gleencore.
On the power generation, transmission
and distribution side, mid-market deals
were dominant. A lot of the transactions
were balance sheet exercises and the
offloading of the non-core assets. A
clear interest by both sector players and
financial investors in wind energy can
also be noted over the past six months.
One of the biggest deals in this space
(excluding service companies) include
the €810m acquisition of Vattenfall
Europe’s German transmission business
by Belgium’s Elia and Industry Funds
Management Pty Ltd (IFM), the Australia-
based superannuation fund.
The top positions for legal advisers in this
sector went to Vinson & Elkins by value
(€11.80bn from six deals) and Linklaters
retained their number one position by volume
(€7.90bn from 10 deals). Goldman Sachs took
top spot in both metrics for financial advisers,
advising on nine deals worth €11.38bn.
by Oliver Adelman and Paulina Lichwa
“The recent rebound
in precious metal
prices is also bringing
more hope for deals
in this space.”
 23

ENERGY, MINING & UTILITIES

Top 15 Announced Deals for Half-Year Ending 30 June2010 –
European Energy, Mining & Utilities Sector

Announced Status Bidder company Target company Vendor company Deal value
date (€m)

30-Jun-10 P KazakhGold Group Limited OJSC Polyus Gold 8,367

28-Apr-10 P PPL Corporation E.ON US LLC E.ON AG 5,767

11-Mar-10 P BP Plc Devon Energy Corporation (Assets in the Devon Energy Corporation 5,116
deepwater Gulf of Mexico, Brazil and
Azerbaijan)

5-Jan-10 C Mikhail Gutseriyev (Private Investor) NK Russneft OAO En+ Group Ltd 4,595

28-May-10 P Royal Dutch Shell Plc East Resources Inc Kohlberg Kravis Roberts & Co 3,802

22-Mar-10 P Royal Dutch Shell Plc; and PetroChina Arrow Energy Limited 2,472
Company Limited

21-Jun-10 P Acergy MS Limited Subsea 7 Inc 2,008

28-Jun-10 P Noble Corp FDR Holdings Limited Riverstone Holdings LLC; and The Carlyle 1,759
Group LLC

21-Jun-10 P BW Offshore AS Prosafe Production Public Limited (76.12% 1,241

stake)

18-Mar-10 C Enel Green Power SpA Endesa Cogeneracion y Renovables SL Endesa SA 1,141
(60.00% stake)

25-May-10 P UIL Holdings Corporation Connecticut Natural Gas Corporation; The Iberdrola SA 1,050
Berkshire Gas Company; and The Southern
Connecticut Gas Company

10-May-10 P Hindustan Zinc Limited Anglo American Zinc Anglo American Plc 1,046

12-Feb-10 C Technischen Werke Dresden GmbH GESO Beteiligungs und Beratungs AG EnBW Energie Baden-Wuerttemberg AG 900

12-Mar-10 P Elia System Operator NV; and Industry Funds 50Hertz Transmission GmbH Vattenfall Europe AG 810
Management Pty Ltd

24-Mar-10 P Schlumberger Limited Geoservices SA Astorg Partners SAS 804

C= Completed; P= Pending; L= Lapsed

Deal drivers – europe – ENERGY, MINING & UTILITIES

24

ENERGY, MINING & UTILITIES

Mix of deals by geographic region

Value VOLUME

8.7% 8.4%
UK & Ireland 17.3% 20.6%

Germanic 14.2% UK & Ireland

France Germanic
6.9%
Italy France
2.6% Italy
Iberia 1.1%
12.9% 14.8%
Iberia
Benelux 42.0%
5.5%
Benelux
Nordic
Nordic
7.3% 3.9%
Central & Eastern Europe 5.2%
Central & Eastern Europe
8.7% 5.2%
Other 14.8% Other

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

quarterly trends

Value VOLUME

100,000 140

90,000
120
80,000

70,000 100

60,000
Value (€m)

Value (€m)

80
50,000
60
40,000

30,000 40

20,000
20
10,000

0 0
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 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
04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 10 10 04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 10 10

Quarter ended Quarter ended

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

Deal drivers – europe – ENERGY, MINING & UTILITIES

 25

ENERGY, MINING & UTILITIES

Financial advisers

Top 20 – Ranked by value Top 20 – Ranked by vOLUME

H1 H1 Company name Value No. of H1 H1 Company name Value No. of
2009 2010 (€m) deals 2009 2010 (€m) deals
2 1 Goldman Sachs 11,379 9 3 1 Goldman Sachs 11,379 9
24 2 HSBC Bank 9,919 3 7 2 Deutsche Bank 8,676 6
40 3 BMO Capital Markets 9,168 2 4 3 Credit Suisse 8,471 6
4 4 Deutsche Bank 8,676 6 1 4 JPMorgan 5,699 6
5 5 Credit Suisse 8,471 6 8 5 UBS Investment Bank 4,617 6
10 6 Bank of America Merrill Lynch 6,251 4 5 6 Rothschild 4,341 6
- 7 Blackstone Group Holdings 5,767 1 10 7 Deloitte 2,849 6
1 8 JPMorgan 5,699 6 12 8 Lazard 1,375 5
37 9 Scotia Capital 5,444 2 64 9 Raiffeisen Investment 1,130 5
3 10 Citigroup 5,290 3 21 10 RBC Capital Markets 593 5
19 11 UBS Investment Bank 4,617 6 6 11 Bank of America Merrill Lynch 6,251 4
32 12 Jefferies & Company 4,357 2 81 12 Leonardo & Co. 1,278 4
7 13 Rothschild 4,341 6 11 13 PricewaterhouseCoopers 879 4
9 14 Morgan Stanley 4,234 3 80 14 Banco Espirito Santo de Investimento 54 4
18 15 Deloitte 2,849 6 17 15 HSBC Bank 9,919 3
- 16 Simmons & Company International 2,525 3 9 16 Citigroup 5,290 3
51 17 Standard Chartered 2,123 2 2 17 Morgan Stanley 4,234 3
45 18 DnB NOR Markets 2,008 1 - 18 Simmons & Company International 2,525 3
- 19 Carnegie Investment Bank 2,007 2 19 19 Royal Bank of Scotland Group 1,179 3
23 20= Barclays Capital 1,759 1 - 20 CIBC World Markets 1,037 3
- 20= FBR Capital Market 1,759 1
The financial adviser league tables by value and volume have been run from 01/01/2010 to the
- 20= SunTrust Robinson Humphrey 1,759 1
30/06/2010, excluding lapsed and withdrawn deals. The tables are pan-European and are based on
Capital Markets
the following sectors: Energy, Mining and Utilities- other.

LEGAL advisers

Top 20 – Ranked by value Top 20 – Ranked by vOLUME

H1 H1 Company name Value No. of H1 H1 Company name Value No. of
2009 2010 (€m) deals 2009 2010 (€m) deals
33 1 Vinson & Elkins 11,795 6 1 1 Linklaters 7,897 10
47 2 Skadden Arps Slate Meagher & Flom 10.840 4 2 2 Clifford Chance 3,568 10
17 3 Simpson Thacher & Bartlett 10,051 5 22 3 Wiersholm 3,066 9
75 4 Debevoise & Plimpton 9,171 2 27 4 Vinson & Elkins 11,795 6
- 5 Mourant Ozannes 8,367 1 16 5 CMS 1,337 6
26 6 Dewey & LeBoeuf 8,149 5 3 6 Freshfields Bruckhaus Deringer 948 6
1 7 Linklaters 7,897 10 70 7 Simpson Thacher & Bartlett 10,051 5
11 8 Sullivan & Cromwell 6,817 2 13 8 Dewey & LeBoeuf 8,149 5
74 9 Baker & McKenzie 6,002 2 31 9 Skadden Arps Slate Meagher & Flom 10,840 4
- 10 K&L Gates 5,988 2 9 10 White & Case 2,904 4
- 11 Baker Botts 5,894 3 - 11 Hogan Lovells 1,247 4
- 12= Barbosa, Mussnich & Aragao 5,116 1 6 12 Cuatrecasas, Goncalves Pereira 1,161 4
93 12= Fraser Milner Casgrain 5,116 1 5 13 Herbert Smith/Gleiss Lutz/Stibbe 978 4
- 14 Egorov, Puginsky, Afanasiev & Partners 4,595 1 4 14 Allen & Overy 791 4
2 15 Clifford Chance 3,568 10 12 15 Cleary Gottlieb Steen & Hamilton 506 4
87 16 Wiersholm 3,066 9 11 16 Norton Rose 268 4
- 17 Webber Wentzel 2,948 3 - 17 Baker Botts 5,886 3
61 18 White & Case 2,904 4 - 18 Webber Wentzel 2,948 3
- 19 Bennett Jones 2,558 1 38 19 Wikborg Rein & Co 2,277 3
- 20 Gardere Wynne Sewell 2,517 2 19 20 Latham & Watkins 2,092 3

The legal adviser league tables by value and volume have been run from 01/01/2010 to the 30/06/2010 and include lapsed and withdrawn deals.
The tables are pan-European and are based on the following sectors: Energy, Mining and Utilities- other.

Deal drivers – europe – ENERGY, MINING & UTILITIES

26
CONSUMER
Activity in the first six months of last
year was driven mainly by transactions
involving multinationals committed to
implementing debt reduction programs
through asset disposals. However, there
are signs of transformational deals
returning in the wake of Kraft’s acquisition
of Cadbury, particularly in consumer goods,
exemplified by Heineken’s acquisition of
Femsa and Reckitt’s recent bid for SSL.
Meanwhile, European growth markets,
particularly Eastern Europe and the CIS
countries, will see an increasing level of
interest, several sector bankers noted. In
addition, Brazil, China and India continue to
be perceived as very attractive markets for
industry majors seeking growth.
When the growth story in mature core
markets becomes increasingly sluggish,
companies continue to expand in growth
markets, as Danone demonstrated
through its deal with Unimilk in Russia, a
Paris-based sector banker explained.
The sector could also see the return of
transatlantic deal flow on the back of currency
fluctuations, several bankers noted. A number
of well capitalised consumer companies in the
US will be looking for opportunities in Europe,
bankers said.
Also, investors from Asia and the Middle
East are looking to capitalise on European
deals, due to relatively low valuations, a UK-
based sector banker said. Good brands and
distribution networks could attract interest in
the UK, which can then be used as an entry
point to Europe, the banker suggested.
Deal drivers – europe – CONSUMER
CONSUMER
Meanwhile, the retail space is looking less
opportune, given industry headwinds in the
“A number of well
economic downturn, the Paris-based banker capitalised Consumer
said. There are a lot of mature companies
operating in the space, and growth is less companies in the
driven when compared to the food and
beverage space. Equally, entering emerging US will be looking
markets is not as clear-cut, the banker noted.
for opportunities in
However, the UK-based consumer banker
noted that online retailers remain attractive Europe, bankers said.”
targets, driven by consumer demand.
Examples include Net-a-Porter, which was
acquired by Richemont, the Swiss luxury-goods
group, for €236m (for a 60% stake) earlier
this spring. This space will continue to attract
investors in going forward, the banker added.
Meanwhile, the private equity domain looks
set to be focusing on increased competition for
mid-market transactions.
Major private equity houses, including Advent,
Permira and KKR, are now more focused
on deals in the middle-market, between
€300m-€800m, the UK-based banker noted.
We will continue seeing a higher percentage
of cash in deals than in the past, with the food
industry continues attracting higher valuations,
he said.
Loyens and Loeff took top position in the legal
advisers table for the sector by value, advising
on €7.06bn deals; Allen & Overy are ahead by
volume on 22. Credit Suisse and Rothschild
head the financial advisers tables for value
(€11.25bn) and volume (19), respectively.
by Kasper Viio and Virginia Garcia Martinez
 27

CONSUMER
Top 15 Announced Deals for Half-Year Ending 30 June 2010 –
European Consumer Sector

Announced Status Bidder company Target company Vendor company Deal value
date (€m)

11-Jan-10 C Heineken NV FEMSA Cerveza SA de CV Fomento Economico Mexicano SAB de CV 5,300

5-Jan-10 C Nestle SA Kraft Foods (frozen pizza business) Kraft Foods Inc 2,576

15-Mar-10 C Phillips-Van Heusen Corporation Tommy Hilfiger Corporation Apax Partners LLP 2,200

8-May-10 C Qatar Holding LLC Harrods Limited 1,742

27-Jan-10 C Kohlberg Kravis Roberts & Co Pets At Home Limited Bridgepoint Capital Limited 1,074

26-May-10 P ASDA Group Limited Netto Foodstores Limited Dansk Supermarked A/S 919

24-Feb-10 P Philip Morris Fortune Tobacco Co Inc Fortune Tobacco Corporation (Selected Assets Fortune Tobacco Corporation; and Philip 864
(subsidiary of Philip Morris International Inc) And Liabilities); and Philip Morris Philippines Morris Philippines Manufacturing Inc
Manufacturing Inc (Selected Assets And
Liabilities)

8-Jun-10 P Aryzta AG Fresh Start Bakeries Inc Lindsay Goldberg & Bessemer LP 752

28-Jan-10 P Total ERG ERG Petroli SpA; and Total Italia SA ERG SpA; and Total SA 747

15-Apr-10 P Olayan Group; and Spyros Theodoropoulos Chipita International SA Vivartia SA 730
(Private investor)

30-Mar-10 P Groupe Lactalis SA Ebro Puleva (dairy division) Grupo Ebro Puleva SA 630

2-Mar-10 P Diageo Plc Sichuan Swellfun Co Ltd (60.29% stake) 612

22-Mar-10 P Bottling Holdings (Luxembourg) Sarl Coca-Cola Drikker AS; and Coca-Cola Drycker The Coca-Cola Company 606
Sverige AB

22-Apr-10 C Advent International Corporation DFS Furniture Company Limited 578

9-Feb-10 P Spectrum Brands Inc Russell Hobbs Limited 489

C= Completed; P= Pending; L= Lapsed

Deal drivers – europe – CONSUMER

28

CONSUMER
Mix of deals by geographic region

Value VOLUME

1.9%
5.1%
UK & Ireland 6.8% 18.1%
16.5%

Germanic 6.8% UK & Ireland

45.0%
France Germanic

Italy France
12.6% 13.6%
Italy
Iberia
17.6%
Iberia
Benelux
Benelux
Nordic
Nordic
10.4%
4.7% 11.7%
Central & Eastern Europe Central & Eastern Europe
8.3% 1.5% 10.4% Other 4.9%
Other 4.1%

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

quarterly trends

Value VOLUME

120,000 300

275

100,000 250

225

80,000 200
Value (€m)

175
Volume

60,000 150

125

40,000 100

75

20,000 50

25

0 0
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 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
04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 10 10 04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 10 10

Quarter ended Quarter ended

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

Deal drivers – europe – CONSUMER

 29

CONSUMER
Financial advisers

Top 20 – Ranked by value Top 20 – Ranked by VOLUME

H1 H1 Company name Value No. of H1 H1 Company name Value No. of
2009 2010 (€m) deals 2009 2010 (€m) deals
15 1 Credit Suisse 11,245 13 6 1 Rothschild 9,280 19
12 2 Citigroup 10,706 4 2 2 Credit Suisse 11,245 13
9 3 Rothschild 9,280 19 15 3 PricewaterhouseCoopers 1,065 11
1 4 Lazard 6,027 8 3 4 KPMG 829 9
- 5 Allen & Company 5,906 2 7 5 Deloitte 481 9
- 6 Barclays Capital 3,254 4 1 6 Lazard 6,027 8
14 7 Bank of America Merrill Lynch 2,749 2 10 7 Rabobank 917 7
24 8 Morgan Stanley 2,665 3 17 8 Nomura Holdings 2,235 6
- 9 Centerview Partners 2,576 2 95 9 Ernst & Young 348 6
- 10= Blackstone Group Holdings 2,576 1 - 10 Global M&A 10 6
- 10= Houlihan Lokey 2,576 1 4 11 UBS Investment Bank 1,652 5
5 12 Deutsche Bank 2,421 2 32 12 DC Advisory Partners 331 5
6 13 Nomura Holdings 2,235 6 19 13 Citigroup 10,706 4
25 14= Peter J Solomon Company 2,200 1 - 14 Barclays Capital 3,254 4
- 14= RBC Capital Markets 2,200 1 13 15 Goldman Sachs 2,092 4
10 16 Goldman Sachs 2,092 4 27 16 Grant Thornton Corporate Finance 116 4
2 17 UBS Investment Bank 1,652 5 35 17 M&A International 84 4
60 18 PricewaterhouseCoopers 1,065 11 40 18 Morgan Stanley 2,665 3
18 19 Rabobank 917 7 12 19 JPMorgan 630 3
23 20 KPMG 829 9 97 20 Hawkpoint 628 3

The financial adviser league tables by value and volume have been run from 01/01/2010 to the 30/06/2010, excluding lapsed and withdrawn deals.
The tables are pan-European and are based on the following sectors: Consumer-retail, food and other.

LEGAL advisers

Top 20 – Ranked by value Top 20 – Ranked by VOLUME

H1 H1 Company name Value No. of H1 H1 Company name Value No. of
2009 2010 (€m) deals 2009 2010 (€m) deals
38 1 Loyens & Loeff 7,062 5 5 1 Allen & Overy 6,380 22
9 2 Freshfields Bruckhaus Deringer 6,490 6 4 2 DLA Piper 1,548 10
19 3 Allen & Overy 6,380 22 1 3 CMS 133 8
7 4 Latham & Watkins 5,792 4 2 4 Linklaters 902 7
5 5 Cleary Gottlieb Steen & Hamilton 5,659 3 8 5 Freshfields Bruckhaus Deringer 6,490 6
113 6 Gibson Dunn & Crutcher 5,300 1 16 6 Clifford Chance 543 6
12 7 Herbert Smith/Gleiss Lutz/Stibbe 4,127 5 10 7 Loyens & Loeff 7,062 5
126 8= Blake, Cassels & Graydon 3,328 2 14 8 Herbert Smith/Gleiss Lutz/Stibbe 4,127 5
35 8= Cravath Swaine & Moore 3,328 2 43 9 Slaughter and May 2,160 5
18 10 Simpson Thacher & Bartlett 3,274 2 - 10 Baer & Karrer 925 5
61 11 Dewey & LeBoeuf 3,065 3 140 11 Garrigues 734 5
- 12 Homburger 2,941 2 - 12 Mannheimer Swartling 714 5
130 13= De Brauw Blackstone Westbroek 2,200 2 9 13 Baker & McKenzie 547 5
86 13= Willkie Farr & Gallagher 2,200 2 3 14 White & Case 27 5
37 15 Wachtell, Lipton, Rosen & Katz 2,200 1 7 15 Latham & Watkins 5,792 4
34 16 Slaughter and May 2,160 5 - 16 Travers Smith 1,366 4
13 17 DLA Piper 1,548 10 6 17 Weil Gotshal & Manges 1,316 4
- 18 Travers Smith 1,366 4 20 18 Kirkland & Ellis 902 4
42 19 Weil Gotshal & Manges 1,316 4 32 19 SJ Berwin 894 4
30 20 Berwin Leighton Paisner 1,137 3 13 20 Hogan Lovells 44 4

The legal adviser league tables by value and volume have been run from 01/01/2010 to the 30/06/2010 and include lapsed and withdrawn bids.
The tables are pan-European and are based on the following sectors: Consumer- retail, food and other.

Deal drivers – europe – CONSUMER

30
Telecoms, Media & Technology
The Telecoms, Media & Technology (TMT)
sector has been one of the main contributors
to the resurgence of European M&A activity
in the first half of 2010. The sector was
responsible for over 13% of European deal
flow in terms of volume and close to 11% in
terms of value.
TELECOMS
In telecoms, the bulk of M&A deal flow has
come from European operators’ eagerness
to close in on the attractive emerging market
assets that remain.
In the face of deteriorating domestic conditions
and threats of growing competition in Brazil,
most notably from Mexican tycoon Carlos
Slim, Telefonica has gradually increased
pressure on Portugal Telecom to secure
control of Brazil’s largest mobile operator Vivo.
Telefonica and Portugal Telecom jointly own
Brasilcel, which in turn owns a 60.00% stake
in Vivo. Telefonica made a €5.70bn offer for
Portugal Telecom’s stake in Vivo in May before
sweetening its bid to €6.50bn, and then again
to €7.15bn. The Portuguese government’s
use of its ‘golden share’ to block Telefonica’s
offer meant that the deal had become a
political affair. After months of negotiations,
Telefonica finally convinced Portugal Telecom
in July to sell its share of Vivo for €7.50bn.
The Portuguese operator could not resign
itself to leaving the strategic Brazilian market
so will use half of the proceeds to acquire a
22.00% stake in the Brazilian operator, Oi.
Another European incumbent operator that
has heavily publicised its ambition to seek
acquisitive growth in emerging markets is
France Telecom. Recently appointed CEO
Stephane Richard said that the company is
aiming to double revenue from emerging
countries in Africa and the Middle East to
roughly €7.00bn in the next five years and
increase its customers to 300m from 200m.
Potential targets for France Telecom include
the African assets of Luxembourg-based
telecom company Millicom who operate in
Chad, The Democratic Republic of Congo,
Ghana, Mauritius, Rwanda, Senegal, and
Tanzania. The French company could also look
at companies such as Globacom, a privately
held Nigeria-based telecom company or
Orascom Telecom’s Algerian unit Djezzy.
Meanwhile, private equity firms are closely
following the progress of Polkomtel’s auction.
The Polish mobile operator is attracting
interest from a number of strategic players,
but it is more likely to end up in the hands of a
consortium of private equity firms, which could
include Blackstone, TPG, and Apax Partners.
Deal drivers – europe – TMT
In Russia, the long-awaited merger of Russian
mobile operator MTS and its fixed-line unit
Comstar paves the way for development of the
company both at home and abroad.
TECHNOLOGY
A resurgence of deal activity since the beginning
of 2010 is shaking the lethargic technology
marketplace. Despite the gloomy economic
outlook, IT companies with a solid client base
and a proven technology portfolio have shown
their determination to be active consolidators.
Large European technology companies will
keep their eyes on what their US counterparts
are doing when reviewing their M&A strategy.
After last years game-changing acquisition of
Sun Microsystems by California-based software
company Oracle, European dealmakers have
turned their attention to SAP. The German
software company responded by the acquisition
of California-based database management
software systems maker Sybase for €4.04bn.
Cross-border activity between Europe and the
US also saw the likes of Google and Oracle
directing their M&A radar towards Europe.
Tuck-in acquisitions of small-cap players – as
recently shown by the takeover of Secerno by
Oracle and Global IP Solutions by Google –
could be followed by more cash intensive deals.
US giants Qualcomm and Texas Instruments
are also regarded as likely buyers in Europe
where they could bid for Infineon’s mobile unit,
which is currently for sale.
With regards to M&A activity within Europe,
Eastern Europe, and more particularly Poland,
is set to be among the strategic regions for
consolidation. While the likes of Asseco and
Comarch will continue scouting for targets,
others like ABC Data have just hit the public
market with a strong intention to boost growth
outside of Poland and later merge with
larger rivals. US-listed Tech Data previously
targeted ABC Data and could renew takeover
manoeuvres later this year.
The Polish software market has also wet the
appetite of a number of international players.
Initially UK-listed Sage launched a public offer
for taking over listed Teta in Poland, a provider
of ER P (Enterprise Resource Planning) and HR
products to midmarket customers in Poland
and Hungary. Sage offered €3.21 per Teta share.
However, its offer was gazumped by Dutch-
based Unit4, which was able to clinch the deal
with a retouched offer of €3.44 per share for the
offer period from 30 June to 5 July 2010, and
€3.14 per share for the period starting from
6 July 2010.
TMT
Meanwhile, private equity funds are showing
a renewed interest in technology deals with
a string of large investments. The €629m
acquisition of UK-based Sophos by Apax
Partners is, so far, the largest private equity
tech deal in 2010; followed by ICG-backed MBO
of CPA Global (€508m) and Advent’s acquisition
of Xafinity Group for €317m. Most recently
HgCapital, the UK-based private equity firm,
supported the management team of Italian
TeamSystem in a secondary buyout. Bain
Capital, the company’s PE backers, sold the
business for an enterprise value of €565m. It
had acquired the company for €199.7m in 2004.
MEDIA
Broadcasting is expected to keep the media
M&A pipeline ticking in the second half of
2010 – while deals over €150m in the media
sector in Europe were a rarity, June kicked
off with a couple of deals which are set to
get advisers busy over the coming months.
News Corporation is going after BSkyB for full
control; while RTL’s Five channel in the UK is
currently for sale with a reported £150m-£200m
price tag. News Corp’s €11.00bn indicative offer
to acquire the outstanding shares in BSkyb,
the UK-listed company, could encounter a
lengthy competition dispute if it goes ahead,
which could trail into 2011. The media giant has
a war chest of over €5.00bn following several
divestitures and is expected to remain active on
the M&A front, both as buyer and as a seller.
Starting from late 2009, the period has also
been dominated by strong activity in the cable
sector in Germany and Eastern Europe, with
the sale of Unitymedia to Liberty Global for
€3.50bn. Kabel Deutschland’s IPO is following
a dual track process and spearheads a
fragmented sector in need of consolidation. The
future of Poland’s Aster City is yet to be decided
and Mid Europa Partners are expected to
appoint advisers shortly to sell the cable group.
Linklaters were top of the tables of legal
advisers by value, advising on eight deals
worth €2.08bn; DLA Piper pipped them to top
spot in terms of volume, working on 18. In
the financial advising realm, Morgan Stanley
streaked ahead on both value and volume
fronts with €9.92bn in a total of 18 deals.
by Pamela Barbaglia,
Beranger Guille, and Mariana Valle
 31

Telecoms, Media & Technology

Top 15 Announced Deals for half-Year Ending 30 June 2010 –
European Telecoms, Media & Technology Sector

Announced Status Bidder company Target company Vendor company Deal value
date (€m)

13-May-10 P OAO Rostelecom CenterTelecom OJSC Svyazinvest Telecommunication Investment 1,842

Joint Stock Company

12-May-10 P OAO Rostelecom Uralsvyazinform JSC Svyazinvest Telecommunication Investment 1,562

Joint Stock Company

29-Jan-10 C The Carphone Warehouse Group Plc Talk Talk Telecom Group plc The Carphone Warehouse Group Plc 1,355
(shareholders)

23-Apr-10 P OAO Rostelecom Sibirtelecom OJSC Svyazinvest Telecommunication Investment 1,308

Joint Stock Company

12-May-10 P OAO Rostelecom North-West Telecom Svyazinvest Telecommunication Investment 1,159

Joint Stock Company

15-Apr-10 P Gestevision Telecinco SA CanalSatelite Digital SL (22.00% stake); and Sogecable SA 991
Cuatro

9-Feb-10 C Micron Technology Inc Numonyx BV Francisco Partners LP; Intel Corporation; and 920
STMicroelectronics NV

12-May-10 P OAO Rostelecom OJSC VolgaTelecom Svyazinvest Telecommunication Investment 899

Joint Stock Company

25-Jun-10 P Mobile TeleSystems OJSC OAO Comstar United TeleSystems (38.03% 832
stake)

5-May-10 P ABB Ltd Ventyx Inc Vista Equity Partners LLC 780

21-May-10 P OAO Rostelecom Svyazinvest Telecommunication Investment OAO Comstar United TeleSystems 690
Joint Stock Company (25.00% stake)

3-May-10 P Apax Partners LLP Sophos Plc TA Associates Inc 629

2-Jun-10 C MegaFon Synterra CJSC PromSvyazCapital 609

13-May-10 P OAO Rostelecom Far East Telecom Limited Svyazinvest Telecommunication Investment 455
Joint Stock Company

22-Feb-10 C Groupe Canal+ SA Canal+ France SA (5.10% stake) Groupe M6 384

C= Completed; P= Pending; L= Lapsed

Deal drivers – europe – TMT

32

Telecoms, Media & Technology

Mix of deals by geographic region

Value VOLUME

0.6% 1.2%

UK & Ireland 20.7% 16.5%

Germanic 29.2%
UK & Ireland
France Germanic

Italy France
8.1%
Italy
Iberia 15.8%
54.0% Iberia
Benelux
5.7% Benelux
Nordic 0.2%
Nordic 15.0%
6.3% 7.7%
Central & Eastern Europe Central & Eastern Europe
3.9% 0.6% 2.3%
Other 10.0%
Other
2.3%

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

quarterly trends

Value VOLUME

80,000 250

225
70,000

200
60,000
175

50,000
150
Value (€m)

Volume

40,000 125

100
30,000

75
20,000
50

10,000
25

0 0
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 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
04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 10 10 04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 10 10

Quarter ended Quarter ended

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

Deal drivers – europe – TMT

 33

Telecoms, Media & Technology

Financial advisers

Top 20 – Ranked by value Top 20 – Ranked by VOLUME

H1 H1 Company name Value No. of H1 H1 Company name Value No. of
2009 2010 (€m) deals 2009 2010 (€m) deals
8 1 Morgan Stanley 9,920 18 14 1 Morgan Stanley 9,920 18
9 2 Goldman Sachs 3,896 8 8 2 KPMG 222 10
11 3 Credit Suisse 3,478 5 15 3 Goldman Sachs 3,896 8
6 4 UBS Investment Bank 3,400 6 6 4 Deloitte 157 8
5 5 JPMorgan 3,224 7 3 5 JPMorgan 3,224 7
13 6 Barclays Capital 1,668 2 13 6 Deutsche Bank 925 7
10 7 HSBC Bank 1,464 2 5 7 UBS Investment Bank 3,400 6
45 8 Royal Bank of Scotland Group 1,405 2 4 8 PricewaterhouseCoopers 507 6
- 9 Banco Bilbao Vizcaya Argentaria 991 1 9 9 Credit Suisse 3,478 5
7 10 Deutsche Bank 925 7 17 10 Jefferies & Company 271 5
- 11 Patria-Banco de Negocios 734 1 2 11 Lazard 161 4
14 12 ING 690 1 32 12 DC Advisory Partners 82 4
- 13 Renaissance Capital 609 1 7 13 Ernst & Young 10 4
19 14 PricewaterhouseCoopers 507 6 58 14 Houlihan Lokey 472 3
55 15 Houlihan Lokey 472 3 1 15 Rothschild 272 3
- 16 Intel Capital 415 1 57 16 Investec 116 3
- 17 Macquarie Group 371 2 71 17 KBC Securities 83 3
- 18 Kinmont 371 1 12 18 Grant Thornton Corporate Finance 62 3
- 19= Cowen and Company 313 1 - 19 Brewin Dolphin Holdings 31 3
90 19= RBC Capital Markets 313 1 - 20 Canaccord Genuity 25 3

The financial adviser league tables by value and volume have been run from 01/01/2010 to the 30/06/2010, excluding lapsed and withdrawn deals.
The tables are pan-European and are based on the following sectors: Computer- software, hardware and semiconductors; Telecoms- Hardware and Carriers; Internet/e-Commerce and Media.

LEGAL advisers

Top 20 – Ranked by value Top 20 – Ranked by VOLUME

H1 H1 Company name Value No. of H1 H1 Company name Value No. of
2009 2010 (€m) deals 2009 2010 (€m) deals
17 1 Linklaters 2,084 8 2 1 DLA Piper 1,235 18
2 2 Freshfields Bruckhaus Deringer 2,044 6 9 2 Linklaters 2,084 8
30 3 Simpson Thacher & Bartlett 1,505 3 13 3 Olswang 232 8
18 4 Osborne Clarke 1,361 2 5 4 Allen & Overy 1,292 7
91 5 Loyens & Loeff 1,325 6 1 5 Freshfields Bruckhaus Deringer 2,044 6
140 6 White & Case 1,299 6 113 6 Loyens & Loeff 1,325 6
3 7 Allen & Overy 1,292 7 37 7 White & Case 1,299 6
16 8 DLA Piper 1,235 18 59 8 Wilson Sonsini Goodrich & Rosati 1,029 6
23 9 Herbert Smith/Gleiss Lutz/Stibbe 1,178 5 3 9 Jones Day 949 6
169 10 Gide Loyrette Nouel 1,130 5 28 10 CMS 641 6
99 11 Wilson Sonsini Goodrich & Rosati 1,029 6 7 11 Hogan Lovells 507 6
- 12 Uria Menendez 1,004 3 111 12 Travers Smith 227 6
7 13 Skadden Arps Slate Meagher & Flom 994 3 31 13 K&L Gates 162 6
29 14 Weil Gotshal & Manges 992 3 44 14 Herbert Smith/Gleiss Lutz/Stibbe 1,178 5
77 15 Cuatrecasas, Goncalves Pereira 991 2 71 15 Gide Loyrette Nouel 1,130 5
11 16 Fenwick & West 952 5 42 16 Fenwick & West 952 5
1 17 Jones Day 949 6 27 17 SJ Berwin 262 5
- 18 Pavia e Ansaldo 920 1 25 18 Bredin Prat 135 5
24 19 Latham & Watkins 881 4 12 19 Latham & Watkins 881 4
- 20 Field Fisher Waterhouse 848 3 - 20 Blake, Cassels & Graydon 359 4

The legal adviser league tables by value and volume have been run from 01/01/2010 to the 30/06/2010 and include lapsed and withdrawn deals.
The tables are pan-European and are based on the following sectors: Computer- software, hardware and semiconductors; Telecoms- Hardware and Carriers; Internet/e-Commerce and Media.

Deal drivers – europe – TMT

34
TRANSPORTATION
Over the first half of 2010, there were
a total of 65 transactions collectively
valued at €10.10bn that came to market
in the Transportation sector. Compared to
year-earlier levels, deal volume was up
marginally (by 3.20%), while aggregate
valuations were up over fivefold on the back
of a number of large-cap transactions.
Among sub-sectors, the aviation industry
witnessed some of the most noteworthy deal
activity over the first half of 2010 with M&A
offering a primary survival route for airlines
that have suffered years of high fuel costs,
overcapacity and lagging demand. Indeed,
British Airways (BA) and Iberia announced a
€3.60bn merger in April and further activity is
likely going forward.
International Airlines Group (IAGC), the
holding company to be formed by the merged
BA and Iberia groups, was granted approval
recently from European and US regulators
and the transaction is expected to complete
by the close of 2010. Regulators also gave
clearance to BA and Iberia’s move to form
a joint venture with American Airlines on
transatlantic routes, an agreement that will
see the three companies better compete
against rivals Lufthansa and Air France who
have already teamed up with US carriers in
similar alliances.
Casting a look to future deal activity in the
niche, BA has signalled that upon completion
of the IAGC merger, the new group will go
on the acquisition trail, possibly targeting
low-cost carriers. According to mergermarket
intelligence, other potential targets in Europe
include TAP, the Portuguese carrier, and LOT,
the Polish airline, as well as Finland-based
carrier Finnair. Such acquisitive activity by
a newly formed big carrier could kick off a
scramble for assets as rival airlines seek to
maintain market share.
Deal drivers – europe – TRANSPORTATION
TRANSPORTATION
The grab for market share is also hastening
deal activity in the public transportation
“Casting a look to future
space across Europe as liberalisation pushes deal activity in the
operators to seek partnerships to gain scale
and the competitive edge over rivals. The niche, BA has signalled
largest such deal came to market in April with
the German state rail firm Deutsche Bahn that upon completion
(DB) agreeing to acquire its UK-listed peer
Arriva, the passenger bus and rail service of the IAGC merger, the
provider with operations throughout Europe,
for €2.80bn.
new group will go on
France’s state-controlled SNCF was a keen
the acquisition trail,
bidder for Arriva earlier in the year, although
discussions failed to progress and ultimately
possibly targeting low-
DB’s offer of £7.75 per share was enough cost carriers.”
to tip Arriva firmly into the German buyer’s
hands. Nonetheless, SNCF is in the running
for Arriva’s German bus and rail assets which
DB has offered to divest to address EC antitrust
concerns. Other prospective buyers include
France’s Veolia Transport, Denmark’s DSB,
the Netherland’s Abellio and Austria’s railway
operator OBB.
Meanwhile, Veolia Transport is in the midst
of finalising its €1.80bn merger with French
counterpart Transdev, which has been in the
pipeline since late 2009. The combined entity,
which plans a post-merger public listing
sometime in 2011, foresees antitrust hurdles
with respect to its Dutch operations and may
require divestitures. Such a theme of big tie-
ups, anti-competition concerns and portfolio
reshuffles will no doubt continue to drive deal
flow in this space over the short term.
JPMorgan topped the value league tables
for the Transportation sector, with a total of
€6.70bn from three deals, while Lazard came
in at number one by volume, working on four
deals worth a total of €5.00bn. Meanwhile for
legal advisers, Clifford Chance had the highest
value at €4.78bn, while Linklaters took the top
spot for volume, working on six transactions
in total.
by Matthew Albert
 35

TRANSPORTATION
Top 15 Announced Deals for half-Year Ending 30 June 2010 –
European Transportation Sector

Announced Status Bidder company Target company Vendor company Deal value
date (€m)

8-Apr-10 P British Airways Plc Iberia Lineas Aereas de Espana SA 3,598

22-Apr-10 P Deutsche Bahn AG Arriva Plc 2,819

5-May-10 P Veolia Transport SA Transdev SA 1,785

17-Jun-10 P Eiffarie SAS Societe des Autoroutes Paris-Rhin-Rhone SA 854

(13.73% stake)

22-Jun-10 P Andrade Gutierrez Concessoes SA; Camargo Companhia de Concessoes Rodoviarias Brisa-Auto Estradas de Portugal SA 468
Correa Investimentos em Infra Estrutura SA; (6.00% stake)
and Soares Penido Concessoes SA

5-May-10 P RATP Transdev SA (Selected French and Transdev SA; and Veolia Transport SA 358
International Assets); and Veolia Transport SA
(Selected French and International Assets)

29-Apr-10 C COSCO Pacific Limited Sigma Enterprises Limited (13.71% stake) AP Moeller - Maersk A/S 324

22-Feb-10 P Aegean Airlines SA Olympic Airlines SA Marfin Investment Group Holdings SA 210

18-Jun-10 P California Public Employees Retirement Gatwick Airport Ltd (12.70% stake) Global Infrastructure Partners 127
System

28-May-10 P EcoRodovias Infraestrutura Logistica SA Armazens Gerais Columbia SA; and EADI Sul 119
SA Cargo Ltd

15-Jun-10 P Navieras Ultragas Ltda Eitzen Bulk Shipping A/S Camillo Eitzen & Co ASA 89

29-Jan-10 C Avanza Agrupacion para el Transporte SL Autobuses Urbanos del Sur SA; and Trap SA 70
Transporte de Cercanias

13-May-10 P EISER Global Infrastructure Fund Sacyr Concesiones (certain motorway and Sacyr Vallehermoso SA 47
transport hub concessions in Spain)

1-Jun-10 C Europorte SAS GB Railfreight Ltd FirstGroup Plc 37

16-Apr-10 P Mid Industry Capital SpA Mar-ter Spedizioni SpA Wise Venture SGR SpA 27

C= Completed; P= Pending; L= Lapsed

Deal drivers – europe – TRANSPORTATION

36

TRANSPORTATION
Mix of deals by geographic region

Value VOLUME

0.4% 2.1%
4.6%
1.0%
13.8%
UK & Ireland 10.8%
29.7%
Germanic UK & Ireland
France 36.5% Germanic 12.3%

Italy 13.8% France

Italy
Iberia
Iberia
Benelux 0.1%
4.6% Benelux
Nordic
Nordic
Central & Eastern Europe 24.6%
12.3% Central & Eastern Europe
0.3%
Other 30.0% 3.1%Other

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

quarterly trends

Value VOLUME

55,000 80

50,000
70
45,000
60
40,000

35,000 50
Value (€m)

Volume

30,000
40
25,000

20,000 30

15,000
20
10,000
10
5,000

0 0
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 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2
04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 10 10 04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 10 10

Quarter ended Quarter ended

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

Deal drivers – europe – TRANSPORTATION

 37

TRANSPORTATION
Financial advisers

Top 20 – Ranked by value Top 20 – Ranked by VOLUME

H1 H1 Company name Value No. of H1 H1 Company name Value No. of
2009 2010 (€m) deals 2009 2010 (€m) deals
- 1 JPMorgan 6,741 3 2 1 Lazard 5,009 4
34 2 UBS Investment Bank 6,417 2 - 2 BNP Paribas 2,997 4
- 3 Morgan Stanley 5,707 3 - 3 JPMorgan 6,741 3
1 4 Lazard 5,009 4 - 4 Morgan Stanley 5,707 3
- 5 Bank of America Merrill Lynch 3,598 1 - 5 SG 2,997 4
- 6 Deutsche Bank 3,143 2 16 6 PricewaterhouseCoopers 37 3
- 7 BNP Paribas 2,997 4 4 7 Ernst & Young 29 3
- 8 SG 2,997 3 34 8 UBS Investment Bank 6,417 2
4 9 Rothschild 2,819 2 - 9 Deutsche Bank 3,143 2
- 10 Credit Suisse 2,612 2 1 10 Rothschild 2,819 2
- 11 Messier Partners 358 1 - 11 Credit Suisse 2,612 2
- 12 ABG Sundal Collier 79 2 - 12 ABG Sundal Collier 79 2
- 13 GBS Finanzas 70 2 - 13 GBS Finanzas 70 2
- 14 Carnegie Investment Bank 66 2 - 14 Carnegie Investment Bank 66 2
15 15 PricewaterhouseCoopers 37 3 - 15 Global M&A 7 2
13 16 KPMG 37 1 - 16 Bank of America Merrill Lynch 3,598 1
2 17 Ernst & Young 29 3 - 17 Messier Partners 358 1
- 18 K Finance 27 1 14 18 KPMG 37 1
- 19 RS Platou Markets 13 1 - 19 K Finance 27 1
- 20 Global M&A 7 2 - 20 RS Platou Markets 13 1

The financial adviser league tables by value and volume have been run from 01/01/2010 to the 30/06/2010, excluding lapsed and withdrawn deals.
The tables are pan-European and cover the Transportation sector.

LEGAL advisers

Top 20 – Ranked by value Top 20 – Ranked by VOLUME

H1 H1 Company name Value No. of H1 H1 Company name Value No. of
2009 2010 (€m) deals 2009 2010 (€m) deals
19 1 Clifford Chance 4,776 3 2 1 Linklaters 1,792 6
- 2 Slaughter and May 3,762 3 28 2 Clifford Chance 4,776 3
28 3 Allen & Overy 3,598 2 - 3 Slaughter and May 3,762 3
32 4= Garrigues 3,598 1 8 4 Freshfields Bruckhaus Deringer 2,889 3
- 4= Norton Rose 3,598 1 46 5 Darrois Villey Maillot Brochier 2,143 3
- 4= Sullivan & Cromwell 3,598 1 5 6 Allen & Overy 3,598 2
61 4= Uria Menendez 3,598 1 15 7 Cleary Gottlieb Steen & Hamilton 2,143 2
35 8 Freshfields Bruckhaus Deringer 2,889 3 44 8 Baker & McKenzie 1,785 2
- 9 Herbert Smith/Gleiss Lutz/Stibbe 2,819 1 - 9 Simmons & Simmons 881 2
46 10 Darrois Villey Maillot Brochier 2,143 3 - 10 Bredin Prat 854 2
5 11 Cleary Gottlieb Steen & Hamilton 2,143 2 - 11 Wikborg Rein & Co 79 2
1 12 Linklaters 1,792 6 - 12= Denton Wilde Sapte - 2
44 13 Baker & McKenzie 1,785 2 - 12= Eversheds - 2
- 14 Simmons & Simmons 881 2 39 14= Garrigues 3,598 1
- 15 Bredin Prat 854 2 - 14= Norton Rose 3,598 1
41 16 Vinge 854 1 - 14= Sullivan & Cromwell 3,598 1
22 17= Pinheiro Neto Advogados 468 1 61 14= Uria Menendez 3,598 1
- 17= Vieira de Almeida & Associados 468 1 - 18 Herbert Smith/Gleiss Lutz/Stibbe 2,819 1
- 19 August & Debouzy 358 1 14 19 Vinge 854 1
- 20= Arap Nishi & Uyeda Advogados 156 1 31 20= Pinheiro Neto Advogados 468 1
- 20= Machado Associados 156 1 - 20= Vieira de Almeida & Associados 468 1
- 20= Machado Meyer Sendacz e Opice 156 1 The legal adviser league tables by value and volume have been run from 01/01/2010 to the 30/06/2010
and include lapsed and withdrawn deals. The tables are pan-European and cover the Transport sector.

Deal drivers – europe – TRANSPORTATION

38
pharma, medical & biotech
Emerging markets are expected to continue
to take centre stage in the next quarter in the
M&A healthcare landscape. Consolidation
continues to be highlighted in the services,
generics and over-the-counter sectors of
the industry consequently leading to a string
of M&A activity that spans across the wider
Healthcare spectrum
As drug development companies seek
partnerships and joint ventures with
companies delivering high quality services
for clinical development and post-marketing
processes, inevitably service companies will
need to consolidate and merge in order to
provide a wide-range of expertise to actual and
potential pharma clients.
Emerging markets have topped the list
of big pharma for some time, as bigger
players seek to diversify their portfolio by
acquiring businesses that will make the drug
development process more efficient. These
players can also use the deals to leverage
product portfolios that include more than
standard drug development pipelines. Among
these is Abbott’s acquisition of Indian Piramal’s
Healthcare Solutions business, for a total
cash consideration of €2.96bn (US$3.72bn) in
May this year. Through this, Abbott will gain
access to manufacturing facilities in India
and rights to approximately 350 brands and
trademarks of pharmaceutical products.
Likewise, GlaxoSmithKline’s acquisition in
June of Argentinian Laboratorios Phoenix for
a cash consideration of approximately €209m
gives GSK access to a rich pipeline of branded
generics and a strong foothold in Latin
America.
Deal drivers – europe – pharma, medical & biotech
Similarly, French major Sanofi-Aventis
has been known to want to consolidate
its position in emerging markets. It has
yet again delivered on its strategy to grow
in the Consumer Healthcare market
through its May acquisition of Polish
pharmaceuticals and dermocosmetics
manufacturer Nepentes for €105m.
Meanwhile, consolidation among clinical
research organisations (CROs) and clinical
manufacturing operations (CMOs) also
looks set to continue, even if Charles River
Laboratories was unsuccessful in its attempts
to take control of China-based global CRO
WuXi PharmaTech.
Pfizer is also said to be avidly on the look-
out for generic players in India and Asia,
having lost out to Israeli giant Teva on a bid
for German generics player Ratiopharm
earlier this year. However, it is those generic
companies that have global reach and
are prepping up manufacturing plants for
biosimilars – namely generic versions of
biologics, who are going to be the hot targets
in the future. German STADA could be among
these once it exercises its 2011 option to
acquire the outstanding 85.00% stake it does
not own in German Bioceuticals Arzneimittel.
The acquisition of US-based Talecris
Biotherapeutics by Spanish Grifols, a leading
producer of plasma protein therapies, in a
deal worth €3.13bn squeezed itself in at the
beginning of June as one of the biggest deals
in Q2. The deal demonstrates that companies
are now looking to integrate vertically and
bring together complementary geographic
footprints and products, as well as increase
manufacturing scale.
pharma,
medical
& biotech
Diagnostic companies and specialist
technologies that assist with the growth
towards personalised medicine will continue to
be in the eye of venture capital funds to create
a plethora of IPOs when exit timelines come
up in a few years’ time. Partnerships of such
businesses with major players secure relatively
robust growth for companies that combine
biomarkers and diagnostics offerings, as
these segments become essential to policies
surrounding increased awareness on cost
cutting and healthcare economics.
Looking to the league tables, Skadden Arps
Slate Meagher & Flom (€28.34bn) and Weil
Gotshal & Manges (nine deals) forged their
ways to the top of the legal advisers tables by
value and volume, respectively. Goldman Sachs
took prime position in both classes, working on
seven deals valued cumulatively at €29.77bn.
by Mintoi Chessa-Florea
“Aventis has been
known to want to
consolidate its position
in emerging markets.”
 39

pharma, medical & Biotech

Top 15 Announced Deals for half-Year Ending 30 June 2010 –
European Pharma, Medical & Biotech Sector

Announced Status Bidder company Target company Vendor company Deal value
date (€m)

4-Jan-10 P Novartis AG Alcon Inc (52.00% stake) Nestle SA 18,247

9-Mar-10 P Sanofi-Aventis SA/Merck & Co Inc JV Intervet/Schering-Plough Animal Health; and Merck & Co Inc; and Sanofi-Aventis SA 6,065
Merial Limited

28-Feb-10 C Merck KGaA Millipore Corporation 4,960

18-Mar-10 P Teva Pharmaceutical Industries Ltd Ratiopharm GmbH 4,200

7-Jun-10 P Grifols SA Talecris Biotherapeutics Inc Cerberus Capital Management LP 3,129

1-Jun-10 C Covidien Plc EV3 Inc 2,006

23-Feb-10 C Triton Partners Ambea AB 3i Group Plc; and Government of Singapore 1,133
Investment Corporation Pte Ltd

15-Mar-10 P Cinven Limited Sebia SA Montagu Private Equity LLP 800

9-Jun-10 P PAI Partners Cerba European Lab (Majority stake) IK Investment Partners Limited 500

3-Mar-10 C Bridgepoint Capital Limited Care UK Plc 488

30-Jun-10 P Sanofi-Aventis SA TargeGen Inc TargeGen Inc consortium 459

1-Feb-10 C Cephalon Inc Mepha AG Mepha Holding AG 442

2-Jun-10 P Nordic Capital Handicare AS Herkules Capital AS 377

25-Jan-10 C Medtronic Inc Invatec Srl 353

5-Feb-10 C Bridgepoint Capital Limited LGC Limited LGV Capital Ltd 294

C= Completed; P= Pending; L= Lapsed

Deal drivers – europe – pharma, medical & biotech

40

PHARMA, Medical & BIOTECH

Mix of deals by geographic region

Value VOLUME

0.9% 0.9% 0.7%

0.1% 6.4% 5.9% 7.2%
UK & Ireland 1.4%
6.3% 31.2%
Germanic 14.5% UK & Ireland
France Germanic

Italy France

6.5% Italy
Iberia
Iberia
Benelux 2.2%
Benelux
Nordic 5.1%
Nordic
Central & Eastern Europe 15.9%
Central & Eastern Europe
78.1% 16.7%
Other Other

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

quarterly trends

Value VOLUME

70,000 110

100
60,000
90

50,000 80

70
Value (€m)

40,000
Volume

60

50
30,000
40

20,000 30

20
10,000
10

0 0
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 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
04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 10 10 04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 10 10

Quarter ended Quarter ended

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

Deal drivers – europe – pharma, medical & biotech

 41

PHARMA, Medical & BIOTECH

Financial advisers

Top 20 – Ranked by value Top 20 – Ranked by VOLUME

H1 H1 Company name Value No. of H1 H1 Company name Value No. of
2009 2010 (€m) deals 2009 2010 (€m) deals
1 1 Goldman Sachs 29,772 7 1 1 Goldman Sachs 29,772 7
9 2 Credit Suisse 24,312 3 4 2 Rothschild 1,304 7
- 3 Citigroup 21,588 3 10 3 Piper Jaffray & Co 2,526 5
2 4 Greenhill & Co 18,247 2 8 4 JPMorgan 2,395 5
11 5 Morgan Stanley 6,386 4 7 5 DC Advisory Partners 1,385 5
- 6 Evercore Partners 6,065 1 2 6 KPMG 647 5
- 7= Guggenheim Securities 4,960 1 13 7 PricewaterhouseCoopers 324 5
- 7= Perella Weinberg Partners 4,960 1 44 8 Deloitte 168 5
- 9 Commerzbank 4,250 3 11 9 Morgan Stanley 6,386 4
- 10 Royal Bank of Scotland Group 4,220 2 - 10 Hawkpoint - 4
12 11 Deutsche Bank 3,571 2 16 11 Credit Suisse 24,312 3
34 12 Nomura Holdings 3,427 3 - 12 Citigroup 21,588 3
8 13 William Blair & Company 3,152 2 - 13 Commerzbank 4,250 3
- 14= Banco Bilbao Vizcaya Argentaria 3,129 1 34 14 Nomura Holdings 3,427 3
- 14= Natixis 3,129 1 5 15 Lazard 384 3
10 16 Piper Jaffray & Co 2,526 5 12 16 M&A International 38 3
5 17 JPMorgan 2,395 5 14 17 Greenhill & Co 18,247 2
30 18 DC Advisory Partners 1,385 5 - 18 Royal Bank of Scotland Group 4,220 2
24 19 Rothschild 1,304 7 17 19 Deutsche Bank 3,571 2
- 20= Carnegie Investment Bank 1,133 1 9 20 William Blair & Company 3,152 2
- 20= Danske Markets Corporate Finance 1,133 1

The financial adviser league tables by value and volume have been run from 01/01/2010 to the 30/06/2010, excluding lapsed and withdrawn deals.
The tables are pan-European and are based on the following sectors: Biotechnology; Medical; and Pharmaceuticals.

LEGAL advisers

Top 20 – Ranked by value Top 20 – Ranked by VOLUME

H1 H1 Company name Value No. of H1 H1 Company name Value No. of
2009 2010 (€m) deals 2009 2010 (€m) deals
2 1 Skadden Arps Slate Meagher & Flom 28,342 5 - 1 Weil Gotshal & Manges 7,960 9
6 2 Cravath Swaine & Moore 23,273 3 3 2 Latham & Watkins 3,626 9
11 3 Blake, Cassels & Graydon 23,207 2 8 3 Allen & Overy 18,765 8
4 4 Sullivan & Cromwell 22,447 2 28 4 Linklaters 7,430 6
14 5 Wachtell, Lipton, Rosen & Katz 21,376 2 21 5 Skadden Arps Slate Meagher & Flom 28,342 5
74 6 Allen & Overy 18,765 8 12 6 Willkie Farr & Gallagher 6,706 5
8 7 Homburger 18,247 2 1 7 Clifford Chance 905 5
112 8 Fried Frank Harris Shriver & Jacobson 11,025 3 6 8 Jones Day 738 5
- 9 Weil Gotshal & Manges 7,960 9 17 9 CMS 118 5
42 10 Linklaters 7,430 6 26 10 DLA Piper 55 5
32 11 Ropes & Gray 7,145 4 60 11 Ropes & Gray 7,145 4
10 12 Willkie Farr & Gallagher 6,706 5 - 12 Hannes Snellman 1,218 4
5 13 Freshfields Bruckhaus Deringer 4,553 2 2 13 Hogan Lovells 556 4
19 14 Kirkland & Ellis 4,443 2 36 14 Matheson Ormsby Prentice 96 4
- 15= GOERG Rechtsanwaelte 4,200 1 103 15 Pinsent Masons 11 4
- 15= Noerr 4,200 1 59 16 Roschier 4 4
- 15= Stikeman Elliott 4,200 1 42 17 Cravath Swaine & Moore 23,273 3
1 18 Latham & Watkins 3,626 9 112 18 Fried Frank Harris Shriver & Jacobson 11,025 3
13 19 Dewey & LeBoeuf 3,275 3 13 19 Dewey & LeBoeuf 3,275 3
- 20 Proskauer Rose 3,129 2 63 20 SJ Berwin 500 3
The legal adviser league tables by value and volume have been run from 01/01/2010 to the 30/06/2010 and include lapsed and withdrawn deals.
The tables are pan-European and are based on the following sectors: Biotechnology; Medical; and Pharmaceuticals.

Deal drivers – europe – pharma, medical & biotech

42
CONSTRUCTION
M&A activity in the Construction sector
remained fairly subdued in the first
half of 2010, but there is growing
evidence that the pace may quicken
in the second half of the year.
While the wider economic picture in Europe
has been dominated by the Greek debt
situation and concerns over the Euro, there
have been tentative signs that credit markets
are starting to thaw and that banks are now
more willing to finance the right deal.
Private equity, too, now looks poised to
start investing again as low valuations and
the more predictable income streams (and
returns) offered by the sector begin to look
more attractive to investors. Earlier this year,
US private equity group Carlyle made an
unsuccessful £476m (€566m) bid for Shanks
Group, while Cinven recently tabled a €219m
takeover offer for Spice, a UK-listed utility
services firm.
In the UK, cuts in infrastructure spending
by the newly-elected Conservative-Liberal
Democrat government are also likely to drive
the consolidation process as firms look for
scale and seek to diversify their earnings
streams away from the country. Those firms
with large exposure to overseas contracts and
earnings are seen as especially attractive.
Cash-rich American and European players are
also keen to diversify, and are currently looking
for ‘cheap’ acquisition opportunities that will
expand their international operations with little
downside risk. The more favourable exchange
rate – especially on the US Dollar/Sterling rate
– is also making UK companies more attractive
to overseas buyers.
Overseas buyers are also being lured to
Construction assets elsewhere in Europe. In
February, Camargo Correa and Votorantim
Cimentos, two of Brazil’s largest cement
makers, battled it out for control of Portugal’s
Deal drivers – europe – CONSTRUCTION
Cimpor Cimentos undertaking a series of
minority stake acquisitions in the Lisbon-based
company worth a collective €2.24bn. Brazilian
steelmaker CSN has also been a keen bidder
for the asset, having unsuccessfully launched a
hostile takeover bid for Cimpor in late 2009.
Another bidding war saw URS and CH2M
Hill, two US construction companies, vie for
UK-listed consultancy Scott Wilson, nicely
illustrating the premium put on these assets
as counter-bids by each party saw URS pay
290 pence a share to win the day – a massive
143.0% premium on the pre-bid share price
which valued Scott Wilson at €274m. This
is thought to be one of the highest takeover
premiums paid for a UK company over the past
ten years.
While CH2M Hill was forced to walk away
from this deal, analysts believe it still
remains a potential buyer of UK assets.
Other US names linked to the sector include
Aecom and Jacobs, while European firms
Poyry, the Finnish-based company, and
Dutch groups Arcardis and Grontmij are
both highly acquisitive in this space.
Costain, the UK construction and civil
engineering group, has also been mentioned
as a possible buyer of assets. It has over
£100m (€119m) in cash and analysts believe it
may look for deals to move it towards a more
vertically integrated model, a trend started
by Balfour Beatty last year when it bought
US infrastructure services group Parsons
Brinckerhoff for €323m.
The €671m bid for BSS Group from Travis
Perkins, the building materials group,
also got the market talking on hopes of
a counter-bid. French group St. Gobain
has been suggested as a possible buyer,
but with some significant debt maturities
coming up for renewal, (€1.40bn due in
both 2010 and 2011), bankers say it is
unlikely the group will mount a rival offer.
CONSTRUCTION
Given the uneasy economic backdrop in
Europe, acquisition activity on the continent
has been largely limited to sales of non-core
assets as companies look to improve their
finances. French group Lafarge is looking
to sell another €300-€500m of assets this
year, while Wolseley could look to sell-off its
underperforming UK-based Build Center and
French building supplies unit Brossette as part
of a financial review.
Vieira de Almeida & Associados topped
the legal adviser tables with three deals
worth €1.36bn by value. They were beaten
in to second place in terms of volume
by Linklaters who advised on six deals
during the period. Credit Suisse took the
winning position for value and volume in
the financial adviser tables, with a total
of €1.39bn from four transactions.
by Malcolm Locke
“Private equity, too,
now looks poised to
start investing again
as low valuations and
the more predictable
income streams offered
by the sector begin to
look more attractive
to investors.”
 43

CONSTRUCTION
Top 15 Announced Deals for half-Year Ending 30 June 2010 –
European Construction Sector

Announced Status Bidder company Target company Vendor company Deal value
date (€m)

10-Feb-10 C Camargo Correa SA Cimpor Cimentos de Portugal SGPS SA Teixeira Duarte - Engenharia E Construcoes SA 968
(22.17% stake)

3-Feb-10 C Votorantim Cimentos SA Cimpor Cimentos de Portugal SGPS SA Lafarge SA 727

(17.28% stake)

11-Feb-10 C Camargo Correa SA Cimpor Cimentos de Portugal SGPS SA Bipadosa SA 282

(6.46% stake)

28-Jun-10 P URS Corporation Scott Wilson Group Plc 273

29-Jun-10 L CH2M HILL Scott Wilson Group Plc 253

16-Apr-10 C Lloyds TSB Development Capital Ltd United House Limited 171

17-Feb-10 C Votorantim Cimentos SA Cimpor Cimentos de Portugal SGPS SA Cinveste SGPS SA 155
(3.93% stake)

16-Feb-10 C Camargo Correa SA Cimpor Cimentos de Portugal SGPS SA 109

(2.49% stake)

4-Jan-10 C Dragados Construction USA Inc (subsidiary of John P Picone Inc (80% stake) 74
Actividades de Construccion y Servicios)

23-Jun-10 P YIT Corporation Caverion GmbH MWZ Beteiligungs GmbH; and TEMCO Holding 73
GmbH

7-Jan-10 C Grupo Cosentino SL C&C North America Inc (50% stake) 70

4-May-10 C Fondations Capital Tarmac Materiaux de Construction Tarmac France 67

5-Mar-10 C Holcim Espana SA Cementval SL (49% stake) Corporacion F Turia 50

29-Jan-10 C 3i Infrastructure Limited Elgin Infrastructure Limited (49.90% stake) Robertson Group Limited 45

11-May-10 C Hochtief AG EE Cruz and Company Inc 42

C= Completed; P= Pending; L= Lapsed

Deal drivers – europe – CONSTRUCTION

44

CONSTRUCTION
Mix of deals by geographic region

Value VOLUME
1.1%
2.9%
15.9% 16.3%
UK & Ireland 18.5%

Germanic UK & Ireland

3.4%
France Germanic
3.4%
Italy 0.9% France

Italy 17.4%
Iberia
16.3% Iberia
Benelux
Benelux
Nordic
Nordic
73.5%
Central & Eastern Europe 1.1%
Central & Eastern Europe
15.2%
10.9%
Other 3.3%
Other

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

quarterly trends

Value VOLUME

22,000 110

20,000 100

18,000 90

16,000 80

14,000 70
Value (€m)

Volume

12,000 60

10,000 50

8,000 40

6,000 30

4,000 20

2,000 10

0 0
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 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
04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 10 10 04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 10 10

Quarter ended Quarter ended

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

Deal drivers – europe – CONSTRUCTION

 45

CONSTRUCTION
Financial advisers

Top 20 – Ranked by value Top 20 – Ranked by VOLUME

H1 H1 Company name Value No. of H1 H1 Company name Value No. of
2009 2010 (€m) deals 2009 2010 (€m) deals
- 1 Credit Suisse 1,389 4 - 1 Credit Suisse 1,389 4
18 2= Bank of America Merrill Lynch 1,359 3 24 2= Bank of America Merrill Lynch 1,359 3
6 2= HSBC Bank 1,359 3 18 2= HSBC Bank 1,359 3
10 4= Caixa Banco de Investimento 882 2 9 4= Caixa Banco de Investimento 882 2
- 4= Deutsche Bank 882 2 - 4= Deutsche Bank 882 2
- 6 Morgan Stanley 751 2 - 6 Morgan Stanley 751 2
- 7= Brewin Dolphin Holdings 273 1 14 7 KPMG 171 2
5 7= Citigroup 273 1 - 8 Catalyst Corporate Finance 38 2
27 7= DC Advisory Partners 273 1 - 9 Rothgordt & Cie 16 2
- 7= Greenhill & Co 273 1 41 10 PricewaterhouseCoopers - 2
31 11 KPMG 171 2 - 11= Brewin Dolphin Holdings 273 1
- 12 Catella 40 1 17 11= Citigroup 273 1
- 13 Catalyst Corporate Finance 38 2 13 11= DC Advisory Partners 273 1
- 14 UniCredit Group 30 1 - 11= Greenhill & Co 273 1
- 15= BDO Corporate Finance 27 1 - 15 Catella 40 1
- 15= Global Leisure Partners 27 1 - 16 UniCredit Group 30 1
- 17 Clearwater Corporate Finance 26 1 - 17= BDO Corporate Finance 27 1
22 18 Ernst & Young 24 1 - 17= Global Leisure Partners 27 1
- 19 Rothgordt & Cie 16 2 - 19 Clearwater Corporate Finance 26 1
14 20 Lazard 16 1 1 20 Ernst & Young 24 1

The financial adviser league tables by value and volume have been run from 01/01/2010 to the 30/06/2010, excluding lapsed and withdrawn deals. The tables are pan-European and are based on the following
sectors: Construction.

LEGAL advisers

Top 20 – Ranked by value Top 20 – Ranked by VOLUME

H1 H1 Company name Value No. of H1 H1 Company name Value No. of
2009 2010 (€m) deals 2009 2010 (€m) deals
- 1 Vieira de Almeida & Associados 1,359 3 1 1 Linklaters 67 6
- 2 Morais Leitao Galvao Teles Soares Da Silva 1,123 2 - 2 Vieira de Almeida & Associados 1,359 3
& Associados 63 3 White & Case 882 3
63 3 White & Case 882 3 - 4 Dewey & LeBoeuf 273 3
- 4 Campos Ferreira, Sa Carneiro e Asociados 882 2 48 5 CMS 263 3
- 5= Bredin Prat 727 1 - 6 DLA Piper 76 3
14 5= Cleary Gottlieb Steen & Hamilton 727 1 - 7 Jones Day - 3
- 5= Demarest e Almeida 727 1 - 8 Morais Leitao Galvao Teles Soares Da Silva 1,123 2
- 5= Pinheiro Neto Advogados 727 1 & Associados
12 5= Uria Menendez 727 1 - 9 Campos Ferreira, Sa Carneiro e Asociados 882 2
- 10 Dewey & LeBoeuf 273 3 - 10 Mayer Brown 273 2
- 11 Mayer Brown 273 2 - 11 Pinsent Masons 4 2
- 12= Ashurst 273 1 - 12 Selmer - 2
- 12= Cooley 273 1 - 13= Bredin Prat 727 1
48 14 CMS 263 3 19 13= Cleary Gottlieb Steen & Hamilton 727 1
- 15 DLA Piper 76 3 - 13= Demarest e Almeida 727 1
42 16 Herbert Smith/Gleiss Lutz/Stibbe 73 1 - 13= Pinheiro Neto Advogados 727 1
1 17 Linklaters 67 6 18 13= Uria Menendez 727 1
- 18= Maclay Murray & Spens 45 1 - 18= Ashurst 273 1
61 18= Travers Smith 45 1 - 18= Cooley 273 1
- 20 Greenberg Traurig 42 1 8 20 Herbert Smith/Gleiss Lutz/Stibbe 73 1

The legal adviser league tables by value and volume have been run from 01/01/2010 to the 30/06/2010 and include lapsed and withdrawn deals. The tables are pan-European and cover on the following
sectors: Construction.

Deal drivers – europe – CONSTRUCTION

46
THe middle east & north africa
M&A activity in the Gulf Co-operation
Council (GCC) remains subdued, although
deal flow has picked up since 2009.
The number, and size, of deals being
transacted is still constrained by the lack
of liquidity. However, a greater number
of deals are being closed and indications
suggest that this trend will continue.
That said, headline deals are still taking place,
namely in the TMT and Financial Services
sectors. Etisalat, the UAE telecom company,
is still looking at making acquisitions abroad
in places such as Syria and Libya. And the
planned merger between Qatar’s Al Khaliji
Bank and the International Bank of Qatar (IBQ),
as well as Abu Dhabi Commercial Bank’s
(ADCB) takeover of RBS’ retail arm in the
UAE, are early signs that there could be much
needed consolidation in the Financial Services
sector, in the UAE in particular.
The downturn in the Real Estate sector has
been a catalyst for mergers, primarily in Qatar
and the UAE. The Qatari real estate firm,
Barwa, and Qatar Real Estate Investment
(Alaqaria) have merged, as have UAE-based
real estate companies Sama Dubai, Tatweer
Dubai and Dubai Properties Group, who now
fall under the umbrella of Dubai Holding. It
was also recently announced that Limitless,
another Dubai-based real estate developer,
will be brought under the control of Nakheel;
still, more government-initiated mergers in
the Real Estate sector could come about in the
following months. In addition, cash-rich buyers
will continue to be sought for distressed assets
in this space.
At the other end of the spectrum, Education,
Healthcare and the Consumer goods
industries, such as food processing, are likely
to remain a principle focus of M&A activity in
the GCC region. These sectors are considered
Deal drivers – EUrope – The Middle East & North Africa
THe middle
east & north
africa
‘recession-proof’ given the region’s young and
growing population and constant demand for
“MENA renewable
these types of goods and services. energy is likely to
Renewable energy is likely to continue to
attract investor interest, especially from
continue to attract
European renewable energy companies, and investor interest,
private equity firms who may look to establish
green field joint venture projects. However, especially from
the extent to which enthusiasm for renewable
energy projects will be translated into real European renewable
investments will depend on how competitive
they prove to be in relation to fossil fuel
energy companies,
related projects, which, in the GCC, are heavily
subsidised.
and private equity
Large-scale infrastructure projects will also
firms who may look to
be an important driver of regional M&A activity
in the year ahead, primarily in Saudi Arabia,
establish green field
Qatar and Abu Dhabi. The establishment of joint venture projects.”
joint venture arrangements to finance and
build projects such as roads, bridges, water
and desalination in the form of Public Private
Partnership (PPP) schemes are becoming
increasingly common.
Opportunities may also lie where private
financing of public sector projects has
been traditionally shunned, as attitudes are
changing. The Dubai Electricity and Water
Authority (DEWA) has announced it will tender
for its first privately operated power and water
plant in the first quarter of 2011, for example.
Moving onto the league tables, Barclay’s
Capital and Goldman Sachs topped the
financial advisers for value and volume,
respectively. While on the legal side, Herbert
Smith/Gleiss Lutz/Stibbe came first by value
with €9.76bn, while Linklaters topped the
volume charts with five deals.
by Lucia Dore
 47

THe middle east & north africa

Top 15 Announced Deals for half-Year Ending 30 June 2010 -
Middle East & North Africa all sectors

Announced Status Bidder company Target company Sector Vendor company Deal value
date (€m)

30-Mar-10 C Bharti Airtel Limited Zain Africa BV TMT Mobile Telecommunications 7,977
Company KSC

08-May-10 C Qatar Holding LLC Harrods Limited Consumer Mohamed Al Fayed (private 1,742
investor)

17-Feb-10 C International Petroleum Barclays Plc (5.20% Stake) Financial Services 1,428
Investment Company

19-Jan-10 C Vinci SA Cegelec SA Industrials & Chemicals Qatari Diar Real Estate 1,292
Investment Company

15-Apr-10 P Olayan Group Chipita International SA Consumer Vivartia SA 730

21-Mar-10 C Qatar Navigation Company QSC Qatar Shipping Company QSC Transportation 678

15-Apr-10 P Qatari Diar Real Estate Veolia Environnement SA (5.00% Stake) Industrials & Chemicals 647
Investment Company

10-Jan-10 C Barwa Real Estate Company QSC Qatar Real Estate Investment Co Real Estate 598

20-May-10 P Jindal Steel & Power Ltd Shadeed Iron & Steel LLC Industrials & Chemicals Al Ghaith Holding PJSC 374

18-Jan-10 P M1 Group Ltd Bank Audi SAL - Audi Saradar Group Financial Services EFG-Hermes Holding Company 313
(13.95% Stake)

30-Mar-10 C Orascom Construction Industries DSM Agro BV; and DSM Melamine BV Industrials & Chemicals Royal DSM NV 310
SAE

15-Mar-110 C Kingdom Holding Company Kingdom Hotel Investments (43.90% Stake) Leisure 274

08-Jan-10 P PetroSaudi International Ltd UBG Berhad (89.80% Stake) Real Estate Cahya Mata Sarawak Berhad 223

18-Feb-10 C Eurasian Natural Resources Comit Resources FZE; and Chambishi Energy, Mining & Utilities International Mineral Resources 222
Corporation Plc Metals Plc BV

06-Jun-10 P Lap Green Networks Zambia Telecommunications Company TMT Government of the Republic of 215
Limited (75.00% Stake) Zambia

C= Completed; P= Pending; L= Lapsed

Deal drivers – EUrope – The Middle East & North Africa

48

THe middle east & north africa

Mix of deals by geographic region

Value VOLUME
0.7% 2.0% 6.1%
2.0%
Industrials & Chemicals 20.8% 18.4% 2.0% 20.4%

Financial Services 4.1%

Industrials & Chemicals
Business Services Financial Services
8.2%
Consumer Business Services

8.4% Consumer
Energy, Mining & Utilities 20.1%
Energy, Mining & Utilities
TMT
TMT 24.5%
16.3%
Leisure 7.1%
Leisure
Transportation 2.5%
Transportation
Pharma, Medical & Biotech 22.0% 14.3%
Pharma, Medical & Biotech

Construction Construction

Real Estate
Real Estate
Defence
Defence
Agriculture
Agriculture

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

quarterly trends

Value VOLUME

16,000 50

14,000

40
12,000

10,000
30
Value (€m)

Volume

8,000

20
6,000

4,000
10

2,000

0 0
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 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
04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 10 10 04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 10 10

Quarter ended Quarter ended

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

Deal drivers – EUrope – The Middle East & North Africa

 49

THe middle east & north africa

Financial advisers

Top 20 – Ranked by value Top 20 – Ranked by VOLUME

H1 H1 Company name Value No. of H1 H1 Company name Value No. of
2009 2010 (€m) deals 2009 2010 (€m) deals
- 1 Barclays Capital 10,686 4 12 1 Goldman Sachs 1,115 5
7 2 UBS Investment Bank 8,948 2 - 2 Barclays Capital 10,686 4
4 3 HSBC Bank 8,655 3 4 3 HSBC Bank 8,655 3
15 4 Standard Chartered 8,184 2 19 4 Credit Suisse 2,611 3
16 5 Morgan Stanley 8,058 2 11 5 Deutsche Bank 1,392 3
13 6= BNP Paribas 7,977 1 5 6 UBS Investment Bank 8,948 2
- 6= Global Investment House 7,977 1 18 7 Standard Chartered 8,184 2
- 6= State Bank of India 7,977 1 8 8 Morgan Stanley 8,058 2
17 9 Credit Suisse 2,611 3 6 9 Lazard 1,964 2
9 10 Lazard 1,964 2 7 10 Citigroup 274 2
5 11 Deutsche Bank 1,392 3 27 11= PricewaterhouseCoopers - 2
- 12 Hawkpoint 1,292 1 9 11= Swicorp - 2
6 13 Goldman Sachs 1,115 5 16 13= BNP Paribas 7,977 1
3 14 Bank of America Merrill Lynch 971 1 - 13= Global Investment House 7,977 1
8 15 RBC Capital Markets 971 1 - 13= State Bank of India 7,977 1
28 16 Qinvest 678 1 - 16 Hawkpoint 1,292 1
12 17 JPMorgan 598 1 3 17= Bank of America Merrill Lynch 971 1
10 18 Citigroup 274 2 13 17= RBC Capital Markets 971 1
- 19 Perella Weinberg Partners 274 1 28 19 Qinvest 678 1
- 20 TD Securities 227 1 15 20 JPMorgan 598 1

The financial adviser league tables by value and volume have been run from 01/01/2010 to the 30/06/2010, excluding lapsed and withdrawn deals. The tables are based on dominant target, bidder or seller
company geography being Middle East and North Africa, and cover all sectors.

LEGAL advisers

Top 20 – Ranked by value Top 20 – Ranked by VOLUME

H1 H1 Company name Value No. of H1 H1 Company name Value No. of
2009 2010 (€m) deals 2009 2010 (€m) deals
27 1 Herbert Smith/Gleiss Lutz/Stibbe 9,762 4 4 1 Linklaters 8,930 5
13 2 Linklaters 8,930 5 27 2 Herbert Smith/Gleiss Lutz/Stibbe 9,762 4
43 3 AZB & Partners 8,558 3 2 3 Allen & Overy 8,287 4
12 4 Allen & Overy 8,287 4 23 4 Norton Rose - 4
- 5 Talwar, Thakore and Associates 7,977 1 43 5 AZB & Partners 8,558 3
15 6 Latham & Watkins 1,742 2 5 6 Dewey & LeBoeuf 587 3
30 7 Loyens & Loeff 1,742 1 10 7 Gibson Dunn & Crutcher 549 3
- 8= Darrois Villey Maillot Brochier 1,292 1 1 8 Freshfields Bruckhaus Deringer 355 3
31 8= Weil Gotshal & Manges 1,292 1 18 9 Latham & Watkins 1,742 2
- 10 Simpson Thacher & Bartlett 971 1 - 10 Jones Day 222 2
- 11 Davis Polk & Wardwell 647 1 9 11 Clifford Chance - 2
- 12= Badri & Salim El Meouchi 598 1 - 12 Talwar, Thakore and Associates 7,977 1
- 12= Hassan A. Al-Khater 598 1 30 13 Loyens & Loeff 1,742 1
23 12= White & Case 598 1 - 14= Darrois Villey Maillot Brochier 1,292 1
16 15 Dewey & LeBoeuf 587 3 31 14= Weil Gotshal & Manges 1,292 1
8 16 Gibson Dunn & Crutcher 549 3 - 16 Simpson Thacher & Bartlett 971 1
2 17 Shearman & Sterling 374 1 - 17 Davis Polk & Wardwell 647 1
1 18 Freshfields Bruckhaus Deringer 355 3 - 18= Badri & Salim El Meouchi 598 1
- 19= Cleary Gottlieb Steen & Hamilton 310 1 - 18= Hassan A. Al-Khater 598 1
- 19= Houthoff Buruma 310 1 12 18= White & Case 598 1

The legal adviser league tables by value and volume have been run from 01/01/2010 to the 30/06/2010 and include lapsed and withdrawn deals. The tables are based on dominant target, bidder or seller com-
pany geography being Middle East and North Africa, and cover all sectors.

Deal drivers – EUrope – The Middle East & North Africa

50 country
outlook

country outlook – introduction

Different countries have felt and dealt with the impact of the recent financial crisis in different ways. The following features, which have previously been
published on mergermarket.com, aim to provide an insight into how individual countries have been impacted, what steps they have taken to ensure a
return to economic stability, and give expert insight into the future of M&A in individual countries.

Catherine Ford
Managing Editor, Remark

SPOTLIGHT: italy
M&A activity in the remainder of the year in Italy will be driven the government’s efforts to cut the deficit and boost exports, bankers and
executives said. The weakening of the Euro against the US Dollar is also expected to stimulate consolidation in the Manufacturing and Automotive
sectors during the remaining months of the year and early 2011, according to industry sources.

Fabrizio Pezzani, Vice President of CaRiParma, says that Germany’s
Budget Law could be another trigger for M&A, especially for Italy’s
small and medium-sized manufacturers of mechanical components,
the main suppliers to German industry. The German government aims
to cut public expenditure without increasing taxes, and it will increase
investment in education and cut VAT, a move expected to bolster
consumers’ confidence and keep them buying goods. Companies that
supply German peers from Italy’s main industrial areas, especially those
based in Lombardy, Emilia-Romagna and the North East, could benefit
from the measures being implemented across the border.
The Italian government’s efforts to cut public expenditure is also expected
to trigger M&A activity, as the suppliers to the public administration are
expected to go through a Darwinian selection. Small-caps, which have
more difficulty accessing banking credit and who already suffer from a
delay in receiving payments from public institutions, will find the squeeze
on working capital especially difficult. This will be in the biomedical area,
where mid-caps and blue chips may make bolt-on acquisitions. Given the
defensive nature of this niche, private equity firms have shown interest in
acquiring companies in the industry. Esaote, the Italian private equity-
backed maker of medical devices, could be an active consolidator in the
sector, said a banker familiar with the company.
The sources said that private equity firms are involved or are expected
to take part in transactions in defensive sectors like the ones mentioned
above, but they could also renew their interest in consumer and retail
companies such as Findus, Teamsystem and Coin, which is expected to
be up for sale in the last quarter of the year or in early 2011, as reported
by the Italian press.
Many financial firms have to invest the funds that they raised in 2005
and 2006; however, the private equity houses are still facing difficulties
in raising funds and in debt financing. Although the Italian M&A market
seems to be moving towards a recovery, many financial actors in Italy are
still working only on restructuring situations, industry sources have said,
and any revival is still based on hope rather than solid evidence.
The credit crunch is not yet over and many transactions will be pursued
through a share swap or an asset swap to save cash, they said. Core
sectors – Industrials and Consumer – remain the safest harbour
for transactions.
by Francesca Ficai and Salvatore Bruno

M&A for industrial companies and food producers will depend to a large
degree on the recovery of the industrial outlook, bankers said. Interpump,
the listed Italian pump manufacturer, or Parmalat, the listed dairy
company, could take advantage of the current Euro-US Dollar exchange
rate to carry out cross-border M&A.

Deal drivers – Europe – COUNTRY OUTLOOK


SPOTLIGHT: france
The robust recovery of M&A in France at the beginning of 2010 hit the skids in the second quarter over the sovereign debt crisis and the ensuing
European austerity packages. However, top M&A players have voiced confidence that cross-border deals and private equity investment will
support the market in the months to come.
“This mini-crisis has served as a reminder to over-optimistic players
that we are not out of the woods yet,” commented Nadine Veldung, head
of debt advisory at DC Advisory Partners (formerly Close Brothers).
Banks are again extra-vigilant, asking in most cases for 50.00% equity to
finance deals. As a result, she sees support for operations in the realm of
€500m-€800m, with others remaining difficult to finance on bank
debt alone.
However tense the situation, it is by no means as dismal as in 2009. “We
have witnessed a lot more activity in the first half of 2010 than the same
period of last year,” commented Jacques Isnard, an M&A lawyer with
CMS Bureau Francis Lefebvre in Paris.
According to data compiled by mergermarket, the total value of deals in
France for the first half of 2010 was €21.08bn compared to €4.74bn for
the same period last year. For the same two periods, the number of deals
involving a French target was 238 in 2010 and 187 in 2009.
A number of deal announcements have illustrated these figures, showing
that banks or corporations still want to conduct strategic operations.
French bank Societe Generale is to buy Societe Marseillaise de Credit for
€872m, Rhodia was willing to pay a high multiple for China chemicals
group Feixiang and Bureau Veritas, the commodities inspection group,
will buy the UK’s Inspectorate for €543m.
Patrice Vial, Chairman in Paris of Hawkpoint, the M&A advisory firm,
pointed out the debt issue has forced governments to address head-on
the question of budget deficits, “Domestic growth will be impacted by
austerity programs, so M&A activity will be supported by areas with
intrinsic growth potential,” these could include high-technology, health
and services to individuals.
Eric Meyer, a senior banker with Societe Generale, said, “Strategic
deals that have been stopped since 2007 will be coming to the fore,”
mentioning the chemical, petrochemical and pharma industries.
“Larger deals will be mainly cross-border”, said Franck Ceddaha, a
Partner with Oddo Corporate Finance. The stellar operation of the year
has been Honeywell’s all-cash, €1.11bn offer to buy Sperian (protection
equipment), which out-bid the proposal from private equity firm Cinven.
A recently published survey by PricewaterhouseCoopers and ARFA
(Association of mergers and acquisitions), reported that 69% of large
French companies are ‘actively looking for external growth opportunities’
in Brazil, India, China and Russia. Among companies looking for targets
are Accor (hotels), Danone (dairy products), Havas (advertising) and JC
Decaux (outdoor advertising).
51
Isnard from Bureau Francis Lefebvre sees a lot of activity around
renewable energy, due to fiscal incentives and EU encouragements,
mid-cap deals in the Pharma, Medical & Biotech sector and also the
aeronautics industry. Zodiac, for example, is actively looking
for acquisitions.
In banking, large divestitures have been requested by the European
Commission for groups which have received state aid such as Dexia, ING
or RBS. This will create opportunities for French banks, said Jacques
Buhart, a lawyer with Herbert Smith in Paris.
So far, large deals in the Financial Services sector have been affected
by uncertainty over the new rules that will be requested by the Basel
Committee on Banking Supervision (BCBS), a senior M&A lawyer
said. BCBS aims to finalise new capital and liquidity requirements by
November this year.
Such rules, combined with those that will apply to insurance companies
under the forthcoming Solvency II EU regulation, may force large French
banks to divest their insurance subsidiaries, this source said. “The cost of
regulation will be just too high,” he reported.
There is, however, a bright side to the sovereign debt crisis. As Gonzague
de Blignieres, Head of Barclays Private Equity in France said, “The
Euro was much too high, now it is back to reasonable levels”. Finally,
“European exporters will be able to breathe” and that should have a very
salutary impact on two key sectors of the French economy.
Also, portfolios must turnover. In France, there are around 5,500
companies that have private equity funds in their capital, including 2,000
through LBOs. “That means that roughly, 200-300 companies will be sold
in the next five or six years,” says Blignieres, a trend that will maintain
an increase in M&A activity. In the immediate future, press reports have
noted a process has started for the sale of French group B&B hotels
by private equity owner Eurazeo. Meanwhile, previous reports from this
news service have said that BC Partners is sounding out the divestiture
of Picard Surgeles and LBO France, and Barclays PE have just launched
the divestiture of Medi Partenaires, the French hospital business, which
could fetch over €1.00bn.
by Blanca Riemer
Deal drivers – Europe – COUNTRY OUTLOOK
52
SPOTLIGHT: nordics
Starting with Sweden, consolidation in the country’s healthcare sector, exemplified by the €1.13bn private equity buyout of Ambea, is set
to continue.
The economic downturn has underscored the potential of the non-
cyclical healthcare niche. As the markets in general remain volatile, the
area continues to be attractive for investors – regardless of the results in
the forthcoming parliamentary elections due this September.
“Private equity firms are attracted to healthcare companies for their high
cash conversion, high leveragability, low churn rate, for being asset-
light and in a growing sector,” said one banker. The major firms Ambea,
Aleris and Attendo – all backed by private equity – continue to scout for
acquisitions, he noted.
Apart from the takeover of Ambea, other deals include Frosunda and
Solhaga, which have also been secondary buy-outs. Aleris is reportedly
being sold by its private equity owner EQT.
A regulation giving patients the freedom to choose between public and
private healthcare providers was enacted in 2009. The process has gone
too far for the agenda to shift, even if the government, the Conservative
Alliance, loses power to the Social Democrats, say bankers.
The so called LOV regulation has cut the political risks for investments,
the bankers said, noting that the private sector, therefore, will continue
to increase market share. Only about 10.0% of the market is in private
hands, the first banker pointed out.
Meanwhile, in Norway, the Energy sector continues to consolidate.
Companies in the sector have largely been able to avoid the brunt of the
financial crisis and could home in on international targets, according to a
local M&A lawyer focused on the sector.
Norway is predicted to be stable for the next 10 years, with few new
concessions for additional drilling projects expected to be in play. This
will drive companies to look for growth internationally, an industry
source said. Gas exploration will be a particularly interesting area for
international growth, he noted.
Another sector expert, however, expressed concern that, while the sector
is showing considerable promise for international expansion, particularly
in the area of unconventional gas exploration and downstream activities,
large players tend to bypass new markets in favour of relying on the tried
and tested home ones.
A banker with knowledge of the sector concurred, but added that large
Norwegian companies are still in a strong position to enter new markets.
Sector firms need to take advantage of this position before companies
from other countries begin to get back into position following the
recession and the window of opportunity closes.
In particular, Eastern Europe and countries around the Caspian Sea
are opportune areas for investments. Companies such as Statoil and
Statkraft could be among the ones looking at these geographies, local
dealmakers suggested.
In Finland, corporate interest in M&A is returning, according to Jussi
Majamaa, Head of M&A at Pohjola Bank.
Deal drivers – Europe – COUNTRY OUTLOOK
Finnish industry is largely export driven and will receive a boost from
global demand as the Euro continues to trade low. Confidence indicators
among corporate leaders reflect a positive outlook for order volumes. As
a consequence, M&A is returning to corporate agendas, Majamaa said.
As economic activity recovers, investors will seek growth above GDP and
are ready to accept a higher level of risk. This will not be found across
every sector in Europe, resulting in Finns turning their gaze towards
developing markets, including Russia, Majamaa said. Strategic firms are
also ready for large moves, exemplified by the telecommunications firm
DNA’s acquisition of cable TV firm Welho.
Aside from strategic players, private equity funds are also awash
with uncommitted capital and are under pressure to engage in
new investments, Majamaa noted. The rallying stock markets have
encouraged certain private equity firms to seek exits, largely driven by the
maturity of their portfolios. CapMan’s acquisition of Havator, an industrial
equipment specialist, is a clear indication that private equity firms are
ready to invest in cyclicals, for which there was no demand last year,
Majamaa added.
Meanwhile, in Denmark, the IPO pipeline for large transactions has been
especially strong this year, but only one major company managed to list
so far.
Nordic Capital referred to the uncertain IPO market as the main reason
for withdrawing its attempted listing of Falck in Copenhagen in June.
Private equity-backed TDC’s floatation of its 88.0% delisted stake was put
on hold after the Swiss competition authority banned the merger of its
Sunrise division with France Telecom.
Of the expected major IPO transactions this year, only Chr. Hansen
managed to list on the Copenhagen OMX. A domino effect could follow
and the many companies that have prepared for a listing may find an
opening in the second half of the year, said a banker. Many companies
will be ready when the market turns, the banker said.
M&A activity is also set to pick up in the second half, with increased
scope for several small to mid-sized transactions, say bankers. In the
Financial Services sector, for example, bigger banks could pick up banks
that lack the backing of the government’s bail-out fund to access new
customers.
If, by 30 September 2010, banks fail to meet certain liquidity and solvency
criteria, they may no longer be backed by the Danish government’s
current guarantees. There could also be incidences of mergers of
equals amongst the local banks to increase market share and withstand
potential takeovers, it was suggested.
by Hanna Gezelius, Sigve Moen and Kasper Viio
 53

SPOTLIGHT: germany
German earnings viability remains poor, one German banker, who preferred not to be named, said. A second even went so far as to say that
exposure to the Eurozone’s sovereign-debt crisis might even be a catalyst for US investors in Germany to sell their assets more aggressively,
although this does not appear to be a widely-held view.

As Hawkpoint Partners Germany head Richard Markus puts it, “The
weaker Euro means that many of the very export-orientated German
companies should be able to boost their sales and profitability, making
them as strategic investments even more attractive.” Financing too will
be cheaper for US investors, for whom Markus says, “The weaker Euro
makes acquisitions more affordable; for every €100 you now only have to
finance US$120 rather then US$150 a few months ago.”
The big unknown in all of this remains Germany’s ailing coalition
government. Even before becoming the Eurozone’s main creditor,
Germany expended billions on stabilisation programmes covering
everything from the nationalisation of several banks, through to the
support for the Automotive sector, and even to a €300m loan to print
machine company Heidelberger Druckmaschinen. The ensuing cuts and
tax rises will affect German industry in different ways.

Markus and the first banker agree that the German banking sector’s
need to ‘de-risk itself’ will see continuing consolidation, with the future of
the federal state landesbanks still unresolved and smaller organisations
needing size to survive. The first banker, however, points out that a
corresponding squeeze on lending will see the small and medium-sized
Mittelstand businesses, which drive the economy, being forced to open up
traditionally closed ownership to outside investors. Markus argues that
large corporates too will revisit the difficult disposals of yesteryear, with
newly mandated CEOs and CFOs taking a hard look at non-core assets.
The most obvious example here would be the management of industrial
giant ThyssenKrupp which, having waited too long to sell a slew of capex
gobbling Industrial and Automotive supply assets, may now want to clear
the decks for a new chapter in the group’s development. Confirmation
this month of talks to sell the company’s metal forming division,
ThyssenKrupp Umformtechnik, may be the first signs of this remodelling,
while fertiliser giant K+S has put its Compo brand on the block. At the
same time, advisers are running a slide rule over the non-core assets
of companies like engineering group Bosch and logistics company Kion,
although few industry bankers doubt reviews will be anything but slow
and cautious.
A German Aviation sector expert argues that international airlines could
switch their European hubs from Germany to Paris in anticipation of an
ecological tax per passenger scheduled for 2011, which is forecast to
raise only €1.00bn. The move, he explains, could see the outsourcing of
catering and other services as regional airports such as Hamburg slim
down. Meanwhile, a solar industry source observed that a proposed
16.0% cut in subsidies (rumoured to be commuted initially to 10.0%) has,
for the moment at least, ironically rejuvenated a sector that had been
under pressure as customers rush to complete their projects before
the subsidy ends on 1 July. The sudden flurry of business may not,
however, be enough for those such as Q-Cells and Conergy, who were
hit by the recession and rising material prices, to be the kind of potential
consolidators seen in SolarWorld and Solar-Fabrik. The split fortunes
of an industry which had been so unmistakably German may, therefore,
lead to a transformation as newer players from Asia and the Middle East
muscle in.
by Thomas Williams, Johannes Koch, Laura Larghi and Sarah Syed

The Industrials sector, which last year accounted for a whopping 31.69%
of German M&A, will continue to dominate German M&A activity for the
rest of 2010.

Real Estate was, in many ways, the boom that never happened in
Germany. Companies like Hypo Real Estate, which played the wholesale
financing markets, or thought they would see a similar value spike
as the UK, quickly got their fingers burnt. But the credit crunch and
Europe’s following crisis has seen German Real Estate companies revert
to a more conservative residential, rather than commercial portfolio,
industry sources say. One German Real Estate sector insider describes
an expected consolidation of more than 40 small and medium-sized
German companies in the sector, with players such as Ariston and
MAGNAT likely to play a role. The insider points out however, that, for
the moment, seller and buyer expectations remain far apart, with most
companies performing well enough not to have to sell.

Deal drivers – Europe – COUNTRY OUTLOOK

54
SPOTLIGHT: Portugal
Economists and M&A bankers who follow the Portuguese market have said that they believe M&A activity this year will continue its trend from
last year, which was slow, mainly due to lack of financing. Some only see deals in more stable sectors, such as Infrastructure and Energy, in the
short to medium-term. While Portuguese companies are eager to acquire, specifically in neighbouring Spain and Portuguese-speaking countries,
access to financing is the main barrier.
The sources contacted by this news service highlighted the fact that
although the Portuguese economy is showing some signs of recovery,
growth is expected to be very modest, which will directly affect M&A
activity. The first quarter data from INE, Portugal’s statistics institute, is
positive, though Portugal’s credit rating was downgraded in this period
and shortly after.
One M&A banker has noticed that quite a few deals have broken down.
Despite the appetite for financial and industrial investors to do deals, it
has been difficult to come to an agreement, mainly due to the sharp fall
in prices on the back of financial crisis. In this situation, shareholders
prefer to hold on to their assets, rather than sell at rock-bottom prices,
said the banker, who added that lack of easy access to financing was key
to the pulling out of negotiations.
This banker has also noted that in Portugal there have been cases
similar to that which has been happening in Spain: construction
companies that have over the years expanded into other areas related to
sector, such as energy and environment, are starting to sell. On the buy-
side, Portuguese companies are eager to invest abroad – particularly in
Portuguese-speaking countries, mainly Brazil, Angola and Mozambique.
These investors do not want to be limited to the Portuguese market,
where growth prospects are very discouraging.
Although there continues to be interest from investors abroad (mainly
from Europe in general, but also from Angola and Brazil) in Portuguese
companies, the recent liquidity problems and downgrade of Portugal’s
credit rating could have a certain impact on whether these investors
decide to acquire here.
Financing either does not exist or the cost is too high, says another
banker, which is delaying deals. After financing, this banker suggested
that the most significant barrier has been, and continues to be,
expectations in terms of price. On the one hand, buyers want to take
advantage of the opportunistic atmosphere, while sellers are very tied to
earlier evaluations of their businesses.
When asked to identify trends, the source pointed to an increase in deals
be in more stable sectors, as investors have become more averse to risk
in the current financial and economic environment. In regards to cross-
border activity, this banker noted a general openness of Portuguese
investors acquiring in neighbouring Spain, where the financial crisis has
had more of an effect, particularly the Real Estate sector.
One Portugal-based economist believes there is a possibility the
Portuguese economy will grow modestly this year. The economist
highlighted the fact that exports were up 8.5% in the first quarter, and
though he believes the economy is rebounding, general medium-term
expectations are still fragile.
While the Portuguese government’s measures in its Stability and
Growth Pact is supposed to help balance the country’s books, there are
expectations that these measures will have a negative impact.
Deal drivers – Europe – COUNTRY OUTLOOK
Another economist that covers Portugal noted that while exports were
up 8.5% in the quarter, this is compared to the first quarter of 2009, the
lowest point of the economic and financial crisis. The economist also
noted the positive data is mostly a reflection of Portuguese companies
benefiting from the international recovery.
However, if the different variables are looked at quarter-on-quarter, there
is effectively a recovery, he said. Great efforts were made by small and
medium-sized Portuguese companies to keep their businesses going,
said the economist, who said the main talk of the Portuguese economy at
the moment is competitiveness, which has to improve if the recovery is to
be sustained.
This economist believes that there will be a continued slow-down in the
M&A environment for the rest of 2010, due mainly to a lack of financing
and over-leveraging of companies. Beyond this year, there should
be more financial flexibility with the less-leveraged and increasingly
fragmented small to medium-sized manufacturing businesses being
prime candidates for dealmaking. When asked to be more specific,
he said Portugal has a huge list of companies that essentially supply
bigger companies abroad, such as in the textile, clothing and shoe
industries, as well as component manufacturers that supply an array
of other businesses that range from industrial machinery to the
Automobile sector.
The general expectation in Portugal is that the country’s deficit and debt
figures (Portuguese government forecasts for 2010 are 8.3% and 85.4%
of GDP, respectively) are likely to get worse this year. The first economist
stressed that the measures announced by the government are very
recent and some have not even been implemented yet, noting that it is
much too early to expect these measures to have any impact this year.
The economist prefers to look at the government’s medium-term goals
(reducing deficit to 6.6% in 2011 and debt to 60.0% in three to four years).
Some measures the economist highlighted include, on the spending
side: freezing of public administration nominal salaries; a cut in public
administration salaries between 2011-2013; cuts in large public works
projects (such as high-speed train lines connecting Lisbon to Porto and
Porto to Vigo). On the revenue side, he referred to: reducing tax benefits
for individuals; creation of a 46.0% tax rate for individuals with more than
€150,000 in annual income; creation of toll charges on new motorways
that were up to now free; and expected revenue of around €6.00bn from
privatisations between 2010 and 2013.
by Nelson Rodrigues

SPOTLIGHT: spain
M&A activity in Spain will have a healthy outlook if the Southern European country can stay out of the sovereign debt crisis that began in Greece.
Deal activity flourished in Spain in the first half of the year, despite fears
over the sluggish economy and a surprising lack of IPOs. Deals so
far have included a large number of mergers between savings banks,
restructuring-led M&A by companies like media specialist Prisa and
a return to aggressive overseas buying by large-cap companies such
as Telefonica.
While the consolidation of savings banks will end this month, there are
still more deals in the pipeline, including Banco Santander’s position
as the last remaining buyer for a series of branches that Royal Bank of
Scotland is selling in the UK. Among other deals in the pipeline, Endesa
is looking for a financial partner to invest some €800m in return for
80.0% of its gas network.
Oil company Repsol YPF is considering an IPO of its Brazilian unit to raise
funds to help develop a number of upstream oil discoveries off the shore
of Brazil. A secondary listing of YPF in Argentina is also possible. Repsol
will also be impacted by a new law ending a corporate bylaw restricting
the voting rights of shareholders to 10.0%. Repsol’s 20.0% shareholder
Sacyr Vallehermoso, a property and construction company, has been
pushing for bigger dividends.
Construction company ACS wants to raise its stake in Iberdola to 20.0%
and is seeking a greater say in how the electricity company is run. ACS
has also said that it is in talks with a number of possible bidders who
want to invest in its infrastructure affiliate Abertis.
One property source said that there will be further concentration in the
sector in the second half of the year. Once this month’s deadline for
savings bank mergers passes, these entities are likely to continue to
restructure their property holdings through M&A activity, the source said.
Several private equity executives also said that their companies have a
great opportunity to acquire assets of industrial conglomerates. They said
that these conglomerates must focus on their core businesses and will
have to sell some very attractive assets.
In the longer term, there is also likely to be activity among Spain’s
builders and infrastructure companies. Public Works Minister Jose
Blanco told a conference in Santander that six of the ten largest
Construction companies in the world are Spanish. He said that the
privatisation of 30.0% of airports operator AENA has been discussed,
but would not comment further. One infrastructure expert called on the
government to privatise the company, as well as rail companies Renfe
and ADIF.
55
Although the M&A pipeline is looking healthy, the main risk facing Spain
in the months ahead comes from faltering market confidence in the
country’s future, according to experts who are studying the situation.
One economist close to the opposition Popular Party (PP) said that
the combination of weak public finances and panicking markets could
lead to a ‘vicious cycle’. In this scenario, Spanish public debt would be
progressively sold, which could impact upon the cost of financing for the
state – it could reach a point where the debt can’t be financed, leading to
a bailout, the economist said.
Even so, the economist said that the ruling Socialist party, led by Jose
Luis Rodriguez Zapatero, has finally bitten the bullet and is taking the
right steps to ward off this scenario. The government has announced
deep budget cuts and is negotiating labour market flexibility measures
with trade unions despite the threat of strikes from its erstwhile allies.
Treasury Secretary Carlos Ocaña said that an incipient recovery is now
under way, even though the economy is unlikely to grow this year. Despite
his underlying confidence, he said that Spain has three main problems:
an unemployment rate of more than 20.0%; a high public deficit; and lack
of credit from banks.
In order to cut unemployment, the government is in talks to reduce
labour costs. It has also announced an austerity plan to cut its 11.0%
deficit, compared to a euro-zone average of 6.0%. The aim is to bring the
deficit to 3.0% of gross domestic product (GDP) by 2013 from a forecast
9.3% this year. Finally, the government has also set up the Orderly Bank
Restructuring Fund (FROB) to encourage mergers among unlisted
savings banks and clean up their balance sheets. The savings banks
were more exposed to the property boom than the listed banks.
Both the economist who is close to the PP and Ocaña said that
the underlying challenge for the Spanish economy is to return to
competitiveness. The country has higher labour costs per hour than its
European peers. The first economist and a former Socialist minister both
said that Spain has come through other crises in the past and return to
growth in the future. The economist forecast growth returning in 2011
and hitting 2.7% in 2013.
Meanwhile, Juan Maria Nin, CEO of savings bank La Caixa, said that
Spain’s unemployment rate, which is much higher than elsewhere in
Europe, is the main problem facing the country. He said that, “It will be
a question of time” before the underlying difficulties in the construction
sector work themselves out. The labour-intensive industry collapsed in
the early days of the credit crunch.
Deal drivers – COUNTRY OUTLOOK
56

While the government tries to sell its austerity plan and labour reforms Rodrigo Rato, the former PP finance minister who now chairs savings
to reluctant unions, it continues to insist that the risk of a bail-out is bank Caja Madrid, said that there are an unsustainable number of
minimal. “It is false that Spain is negotiating or plans to negotiate a branches. Meanwhile, Francisco Gonzalez, chairman of large listed
financial package with any European or international institution,” Ocaña bank BBVA, said that the credit markets remain closed for most
said. He added that Spain is working to avoid using an emergency fund small businesses.
that has been created by Ecofin.
The Bank of Spain is currently running stress tests for the sector as a
Pedro Solbes, who was Zapatero’s finance minister until last year, whole. Analysts at BPI ran an aggressive stimulation, which supposed
said that the risk of tapping into European bail-out funds is ‘minimal’. losses of 50.0% in Real Estate and Construction loans, and 70.0% losses
However, he also said, “The problem is not the level of indebtedness but in terms of Real Estate assets. The analysts found that the cajas would
how fast it has increased and how to achieve the stability of the deficit”. face collective losses of €26.50bn (40.0% of their equity), which is within
the capacity of the FROB. The analysts also found that BBVA and Banco
According to figures from the Bank of Spain, corporate debt in 2009 was Santander could cope with these losses without any major hurdles.
equivalent to 138.6% of GBP, while household debt was 85.0% of GDP.
This was largely due to a credit boom between 2003 and 2007. During this
time, credit to developers rose 300.0%, credit to builders went up 130.0% by Virginia Garcia Martinez in Santander and Rupert Cocke and Iñaki
and household mortgages grew 125.0%. Miguel in Madrid
The country’s unlisted savings banks (cajas de ahorro), which
are run by regional politicians, were at the forefront of lending
to developers and offering mortgages on new houses. The
government’s FROB has €90.00bn to encourage a series of mergers
by the end of this month to cut the number of 45 cajas in half. So
far, two savings banks have had to be rescued by the Bank of Spain,
while many in the sector are opting to set up ‘virtual mergers’,
where they become shareholders in new banking entities.

Deal drivers – Europe – COUNTRY OUTLOOK


SPOTLIGHT: private equity
The debt crisis spreading across Southern Europe sent shock waves rippling across a private equity industry still reeling from the global financial
crisis. The tightening of debt markets is, unsurprisingly, affecting European buyout activity. Expect to see more secondary buyouts and bolt-on
deals in the coming months, as players struggle to find the best way of deploying capital. Dual track sales processes, meanwhile, are a handy way
for investors to hedge their bets in terms of exit opportunities.
Some buyout funds have begun making direct equity investments
into high growth assets to avoid leveraging deals. Others are eyeing
turnaround situations, or turning to corporates that are keen to dispose
of non-core assets. As the credit markets gradually become unstuck,
secondary buyouts have re-emerged as a satisfactory solution for both
seller sand buyers, especially at the top-end of the market, industry
experts said.
The macro-economic situation of individual European countries plays
a huge part in the willingness of non-domestic investors to commit
to private equity and, in turn, local bankers to lend to support deals.
European institutions have begun reducing allocations to Spanish funds,
alarmed by the public deficit and government spending cuts, according to
local players. Nordic markets, meanwhile, have been far less impacted by
the financial crisis, with banks continuing to lend at reasonable multiples,
a partner at a Swedish private equity firm said.
Multi-billion Euro mega buy-out funds raised before the financial crisis
are facing extra pressure to commit funds before investors ask for their
money back. Consequently, bolt-on acquisitions are likely as a neat way
of deploying leftover capital once a fund’s investment period has expired.
Take Mint Capital, a low to mid-market Scandinavian fund investing
in Russia, which raised €101m (US$130m) in 2005. It is around 80.0%
invested and anticipates making no new portfolio companies this year,
so remaining capital will be spent on firms it has already purchased, a
source close to the fund said.
At the upper end of the scale, BC Partners has now invested around
80.0% of its €5.90bn fund, which was only about 60.0% committed last
year, according to an industry source. In the case of BC, it is aiming to
make a further two to three investments before the end of year.
European buyout giants anxious to invest include the likes of BC Partners,
with its €5.90bn fund raised in 2005, EQT through its €4.30bn 2006
vintage fund, and Permira via its hefty €11.00bn vehicle raised in 2006.
57
Private equity funds raised in the early 2000s are feeling the heat for a
different reason; they need to demonstrate sufficient returns to their
investors through healthy exit multiples. Shaky market conditions and the
well-documented spate of failed IPOs, such as Matalan and New Look,
are driving private equity houses to err on the side of caution and favour
dual track exit routes.
Some firms are negotiating with investors for more time. French private
equity giant Sagard is one of many European funds understood to have
negotiated an extra year in which to divest its companies.
Many players fear the worst of the storm is yet to come, with the onset
of the European Commission’s Alternative Investment Fund Managers
(AIFM) directive threatening to drive local buyout funds overseas to
facilitate future fundraising efforts. The financial crisis has also reaped
havoc on many portfolio companies, making it hard for private equity
houses to repair the damage, let alone seek attractive exit possibilities.
Deals in strong defensive industries, such as energy, healthcare and
food are easier to finance. However, competition is starting to drive up
prices in the top end of the market. Bridgepoint’s sale of UK group Pets
at Home earlier this year is a case in point. Originally valued at £800m
(€952m), KKR ended up scooping it up for a cool €1.10bn. With debt
multiples of 5.25x EBITDA, the deal was unusually highly leveraged for a
retail business.
by Fay Sanders
Deal drivers – Europe – COUNTRY OUTLOOK
58

About Merrill Corporation

Founded in 1968 and headquartered in St. Paul, Minnesota, Merrill Corporation is a leading provider of outsourced
solutions for complex business communication and information management. Merrill’s services include document and data
management, litigation support, language translation services, fulfillment, imaging and printing. Merrill serves the corporate,
legal, financial services, insurance and real estate markets. With more than 5,000 people in over 70 US and 15 European and
Asian locations, Merrill empowers the communications of the world’s leading organisations.

Merrill Transaction and Compliance Services
Through a broad range of tools and services, Merrill Corporation
streamlines document composition, filing, printing, distribution and
electronic access to the transaction and regulatory compliance activities
of its clients engaged in securities offerings, reorganisations, mergers
and acquisitions, and other regulatory filings. As a registered, third-
party service provider offering public companies expert filing services,
Merrill professionals can compose, edit, electronically file, manage and
distribute data in printed or electronic format.
Merrill’s Legal Solutions provide both on-demand and on-site litigation
support, information management and electronic and print document
management services for law firms, corporate legal departments and
professional services firms. Examples of our expertise include the
creation of searchable litigation document repositories, management of
electronic data disclosure and the delivery of real-time court reporting
videography services.
Merrill’s Translations Services provide a range of translation options
to help clients achieve the most efficient and cost-effective approach
to their translation projects. Merrill offers extensive legal translation
services for international litigation, intellectual property, patents,
contractual matters, anti-trust matters, mergers and acquisitions,
arbitration and more.
Merrill DataSite
Revolutionising the due diligence process
Merrill DataSite is designed for rapid deployment and can be up and
running within two hours of a client’s need. Our team can scan, upload
and organise thousands of pages of content from any source in 24 hours
or less. Every aspect of the process, from document scanning to VDR
hosting and project management is delivered by Merrill’s multilingual
team, available around the clock worldwide.
With Merrill DataSite, all documents are captured and indexed to an
online database and because all rights are designated by the client,
security and control are guaranteed. Each user’s ability to view, print or
access source documents is set up by the client administrator and can
be changed at any time. Merrill DataSite provides useful tools including
full search, viewer audit capability, Q&A, bulk uploads and detailed
user activity tracking that help clients maintain tighter control and have
greater insight into reviewer behaviour.
Merrill DataSite enhances transactions
Merrill DataSite is the industry’s acknowledged leader. More than
61,000 different private and public companies across the globe have
leveraged Merrill DataSite to increase the value of the following types
of transactions:
Mergers, acquisitions and divestitures
Private placement transactions
Leveraged buyout transactions
Bankruptcy and reorganisation transactions
Financial restructuring transactions
Initial public offerings and dual-track processes
Asset purchases and liquidations
Post-merger integration

Deal drivers – Europe


about Merrill DataSite
Please visit our website: www.datasite.com
Now Smarter, Faster, Easier!
Merrill DataSite – built with the client in mind
Merrill DataSite was created to meet its clients’ needs and built to their
specifications. Since 2002 we have consistently leveraged the experiences
of our clients to add leading-edge functionality to the available toolset.
Merrill DataSite allows its users and administrators to:
Examine documents immediately. Patented technology ensures you
never have to wait for a document to be downloaded. Because the data
resides on Merrill’s servers, you can simultaneously view an unlimited
number of documents in multiple windows without having to close out
or save to your “temp” file. When faced with hundreds of documents to
review, this feature saves significant time and expense.
Designate user permissions. Team administrators can control which
users will be able to view, print or download specific documents, folders
or projects – simply and quickly.
Search every word in every document. With large document collections,
sophisticated search features are key to finding critical information
and accelerating the due diligence process. Merrill DataSite boasts the
latest search technology. Optical Character Recognition (OCR) is applied
to each processed page, so that the data room is fully text- and title-
searchable. With a simple right click, the powerful search engine can
locate strings of characters, and using fuzzy logic, will return search
results from the entire data room in ranked order. Furthermore, the
engine is fault tolerant and allows for spelling errors while returning
results. Merrill DataSite also provides advanced concept and pattern
search features to allow synonyms and misspellings to be incorporated
into query results.
Protect confidential information. ”View-only” documents are never
downloaded. Merrill DataSite, not the computer’s browser, controls
the caching process providing unmatched security levels. Unlike other
VDR providers, images are never viewable on the PC’s cache after the
conclusion of a session.
Track all activity accurately. Auditing and reporting tools provide a
verifiable account of each individual’s time spent viewing both documents
and specific pages – information that adds negotiating leverage.
www.datasite.com
59
Need to work remotely?
No problem. Whether you’re working in Beijing or New York, you can
view your documents online without having to navigate through internal
firewalls and email restrictions that often exist for outside company
connections and which delay the due diligence process.
Security is our highest priority
Merrill has been a trusted provider of secure information to the financial
and legal industries for more than 40 years. Our employees execute
letters of confidentiality and we are audited annually (internal and third-
party) to make certain our IT infrastructure and processes remain sound.
Merrill DataSite was the first virtual data room to receive the ISO 27001
certification for its comprehensive Information Security Management
System (ISMS). The ISO 27001 standard, developed by the International
Organization for Standards to establish international requirements for
information security and certification of ISMS, is designed to ensure
effective protection of information assets in foreign markets, as well as
across national and regional boundaries.
The best tool in the industry
Merrill DataSite technology allows for the fastest conversion of soft and
hard copy documents to the electronic viewing platform. As a result,
designated administrators are able to review documents the moment
they are available. Through secure, simultaneous access, full text search
capabilities and robust reporting tools, both archival and transactional
due diligence processes are streamlined. As a result, Merrill DataSite
gives you more insight and control, and dramatically reduces transaction
time and costs.
As a leading provider of VDR solutions worldwide, Merrill DataSite has
empowered nearly 1.6 million unique visitors to perform electronic due
diligence on thousands of transactions totalling trillions of dollars in
asset value.
Deal drivers – europe
60
Merrill contacts
Merrill DataSite (Division of Merrill Corporation) Contacts
Tel: +44 20 7422 6100 (Europe) 1.888.867.0309 (US)
Executive Management Executive sales
Ed Bifulk Chris Beckmann
President Regional Director, Europe
Tel: +1 212 229 6563 Tel: +49 69 25617 110
Paul Hartzell Alex Gross
Senior Vice President Regional Director, Europe
Tel: +1 212 367 5950 Tel: +49 69 7593 7148
Michael Hinchliffe
Regional Director, Europe
Tel: +44 20 7422 6100
Ari Lee
Regional Director, Greater China
Tel: +852 9855 3758
Alvaro Ortega
Regional Director, Europe
Tel: +44 20 7422 6100
Merlin J. Piscitelli
Regional Director, Europe
Tel: +44 20 7422 6100
Jérôme Pottier
Regional Director, France
Tel: +33 (0) 1 40 06 13 12
Colin Schopbach
Regional Director, Europe
Tel: +44 20 7422 6100
Anna Scott
Regional Director, Europe
Tel: +44 20 7422 6100
Manuel Bentosinos
Regional Director, Mexico
Tel: +52 55 9171 2237
Ana Paula Macêd
Távora de Castro
Regional Director, South
America
Tel: +55 11 9908 0858
Deal drivers – europe
John McElrone
Regional Director, New York
Tel: +1 212 229 6656
Steve Piccone
VP, New York
Tel: +1 212 229 6883
Shelle Martin
Regional Director, New York
Tel: +1 212 229 6613
William Polese
Regional Director, New York
Tel: +1 212 229 6612
Adam Kuritzky
Regional Director, New York
Tel: +1 917 934 7340
Forrest R. Doane
Regional Director, New York
Tel: +1 917 934 7341
Matthew Mezzancello
Regional Director, New York
Tel: +1 917 934 7346
Michael Kennedy
Regional Director, Boston
Tel: +1 207 829 4369
Mark Plaehn
Regional Director, Chicago
Tel: +1 312 674 6527
Anthony Crosby
Regional Director, Chicago
Tel: +1 312 674 6511
Kelly Jackowski
Regional Director, Chicago
Tel: +1 312 674 6508
Paul Kleinkauf
Regional Director, Southeast
Tel: +1 404 602 3251
Dan Phelan
Regional Director, Los Angeles
Tel: +1 213 253 2139
Brian Gilbreath
Regional Director, Omaha
Tel: +1 404 934 8085
Jay Loyola
Regional Director, Irvine
Tel: +1 949 622 0663
Nicholas Renter
Regional Director, Dallas
Tel: +1 214 754 2100
Ryan MacMillan
Regional Director, Canada
Tel: +1 416 214 2448
Will Brown
Regional Director, Canada
Tel: +1 514 877 5177
Hank Gregory
SVP, Western Canada & US
Tel: + 604 603 4360
Andrew Buonincontro
Regional Director, Palo Alto
Tel: +1 650 493 1400
Mark Tully
Regional Director, Palo Alto
Tel: +1 650 493 1400
Erik Sandie
Regional Director, Palo Alto
Tel: +1 650 493 1400
Ross Whittaker
Regional Director, New England
Tel: +1 617 266 0189
Scott Haugen
Regional Director, Minnesota
Tel: +1 651 632 4375
Email:
info@datasite.com
 When we’re sharing highly
confidential information, how
can we be sure our documents
are secure?” We thought of that.

Protect your company and your partners

by using a secure, online virtual data room.
Nothing in due diligence is more imperative than protecting the security of critical information and keeping
buyers anonymous. That’s why so many companies entrust their most valuable information to Merrill DataSite.
Merrill DataSite is the first virtual data room provider to respond to customers’ and the industry’s need to provide
the highest level of security by obtaining ISO/IEC 27001:2005 security certification.

Our track record speaks for itself. To date, we have empowered more than 1.6 million unique visitors to perform
electronic due diligence on thousands of transactions totaling trillions of dollars
in asset value. In every instance, we’ve protected our clients’ data.

At Merril DataSite, we believe in sharing ideas and best practices that assist
companies in expanding and capturing new opportunities. To download our
FREE industry survey reports please visit the Merrill DataSite Knowledge
Center at www.datasite.com.

M E R R I L L D A T A S I T E
datasite.com
62
How
focused
are you?

On average, executives allocate only 25 per cent

of their time to the integration of intangibles.
A dangerous mistake…
Find out more in Hay Group’s latest M&A report on
the barriers to M&A integration in: ‘The silver bullet
of success – winners and losers in the M&A game’.

For more information go to: www.haygroup.com/silverbullet

Deal drivers – Europe
 63

about hay group

Hay Group is the only management consultancy that helps merging
organizations manage both the tangible and the intangible elements
involved in a merger or acquisition. We help businesses ensure that the
value of the newly formed organization is realized right from the start.
Lack of attention in terms of protecting the intangibles before, during
and after the M&A deal can create major problems for CEOs years after
the ink has dried on a contract. A pre-emptive approach right from the
beginning is paramount in achieving successful integration of intangibles
and avoids the need to invest time and money to put things right in
the long term. Now more than ever, businesses need to look before
they leap, and ensure that these M&A opportunities do not turn into
expensive mistakes if there is a weak understanding of the intangible
capital of the target business and a lack of a long-term strategic view.

Helping clients to navigate through the multiple priorities during each stage of the deal process:

Marketing screening Due diligence Pre-closing Post-merger integration

Clarification of the merger strategy
Assessment of the operating model
Analysis of cultural compatibility
Research into corporate reputation
Analysis of reward liability and
capability
Clarification of the merger strategy
Assessment of the operating model
Analysis of cultural compatibility
Review and assessment of top
team capabilities
Analysis of reward liabilities,
risks and costs
Clarification and communication
of the merger strategy
Creation of governance processes
for new organization
Analysis of cultural compatibility andBuilding of organization structure
modelling
Research into corporate reputation
Impact analysis on the customer:
pre and post merger
Analysis of employee engagement
and effectiveness
Communication of the merger
strategy
Implementation and integration
of the operating model
and alignment with job design
Implementation of cultural
compatibility and modelling strategy
Impact analysis on the customer:
post merger comparison
Measurement of employee
engagement and effectiveness: pre

We partner with clients to and post merger

Pulse surveys on strategic alignment Pulse surveys on strategic alignment

work with them through each Management and coaching of top

team development and capabilities
Management and coaching of top
team development and capabilities

stage of the deal process. Assessment of emotional intelligence Assessment of emotional intelligence
for new organization competencies for new organization competencies

From market screening Assessment of climate created by

leadership
Help to implement climate change
(where required) created by

through to post-merger leadership

Creation of succession plans for new Delivery of succession plans for new

integration, our consultants organization

Structuring of performance
organization
Structuring of reward information

bring M&A business expertise management systems

Analysis of reward liabilities risks,
services
Creation of total reward strategy

to translate strategic objectives costs and pre-strategy direction

Compensation planning for Compensation planning for

into real action – we help executives

Development of govenance
executives
Development of govenance structure

clients implement their structure and compensation

Implementation plan for
and compensation
Implementation plan for

‘blueprints’ and ‘roadmaps’. compensation and benefits

programme
compensation and benefits
programme
Implemention of performance
management systems

Deal drivers – europe

64
hay group contacts
Hay Group is a global management consulting firm that works with leaders to transform strategy into reality. We develop
talent, organize people to be more effective and motivate them to perform at their best. Our focus is on making change
happen and helping people and organizations realize their potential.
We have over 2600 employees working in 86 offices in 48 countries. Our insight is supported by robust data from over 100
countries. Our clients are from the private, public and not-for-profit sectors, across every major industry.
Global
David Derain joined Hay Group in 1994.
Based in Paris, he is currently M&A director
globally. He has extensive experience in
managing global projects specializing in
M&A risk management and integration.
Contact: david_derain@haygroup.com
Europe and Middle East (EME)
Deborah Allday joined Hay Group in 2004.
She is based in London and heads up Hay
Group’s M&A work in EME. Deborah works
with CEOs and their top teams to increase
shareholder returns by improving their
delivery of post-integration cost-reduction
and growth benefits.
Contact: deborah_allday@haygroup.com
Claude Dion joined Hay Group in 1995 and
has 25 years experience in consulting mainly
on organizational effectiveness and business
management to restructure companies.
He is currently responsible for business
development in CEE countries and works
extensively in M&A post-merger deals.
Contact: claude_dion@haygroup.com
Frédéric Lhereec joined Hay group in 2004.
Based in Paris, he heads up M&A activities
in France. He has extensive experience on
M&A and organizational transformation
projects mainly in the pharmaceutical, oil
and gas and telecoms sectors. Prior to
joining Hay Group, Frédéric was the director
and the founder of a start-up focused on
Business Intelligence software.
Contact: frederic_lhereec@haygroup.com
Deal drivers – europe
Africa
Malcolm Pannell is an associate director
based in Johannesburg, South Africa and
heads up the practice that includes M&A
work. He has extensive experience across
a number of industries in restructuring and
organizational effectiveness. In particular he
has experience in supporting international
M&A projects in the beverages and
financial services sectors, specifically in
the dimensions of organization structuring,
culture and executive rewards.
Contact: malcolm_pannell@haygroup.com
North America
George McCormick is a director based
at Hay Group’s Boston office. George’s
expertise includes the management of
merger and acquisition support projects,
providing guidance to executives formulating
and executing strategies and supporting
client teams responsible for functional
reorganizations.
Contact: george_mccormick@haygroup.com
South America
Jean-Marc Laouchez is the South America
director of Hay Group’s building effective
organizations (BEO) practice and a member
of its global team. Within this role he is
responsible for the development and delivery
of M&A projects. Jean-Marc has in-depth
experience in helping clients during their
M&A transactions including: pre-closing
negotiations, cross-border deals, assessing
and managing the intangible capital and
developing solutions which deliver cost
synergies.
Contact: jean-marc_laouchez@haygroup.com
Asia Pacific
Gaurav Lahiri joined Hay Group in 2000
initially in Singapore, then transferred
to Melbourne before going on to set up
Hay Group’s practice in India. Based in
Singapore, he has a special focus on
M&A, working with clients to align their
organizations with their strategic agenda.
Contact: gaurav_lahiri@haygroup.com
Brian Langham joined Hay Group in 1986
initially in the UK, moving to Singapore in
2008. During his lengthy consulting career
he has worked on a variety of M&As in
both UK, Europe and globally. He is now
regional director for the ‘building effective
organizations’ practice in Asia.
Contact: brian_langham@haygroup.com
Henriette Rothschild is the general
manager for Hay Group Pacific. Based
in the Melbourne office she also heads
up Hay Group’s M&A work in this region.
She specialises in organizational change
consulting and aligning teams and
individuals with the organization’s strategy
and purpose. Henriette has delivered
successful business solutions working with
boards, CEOs and executive teams from a
wide range of organizations.
Contact: henriette_rothschild@haygroup.com
The Hay Group global R&D centre for
strategy execution.
Based in Singapore, Hay Group has
established a global R&D centre for strategy
execution which researches best practices
in strategy execution globally. Achieving
effective M&A integration is one of research
programmes being conducted during 2010.
Contact: andreas_raharso@haygroup.com
The following notes pertain to data contained in this publication:
Deals are included where the deal value is greater than or
equal to US$5m.
Where no deal value has been disclosed, deals are included if
the turnover of the target is greater than or equal to US$10m.
Transactions excluded include property transactions and
restructurings where the ultimate shareholders’ interests are
not changed.
Deals are included in the graphs for each section if the target
is a European company.
The list of Top Deals and the data underlying the League Tables
are based on deals where the bidder, target or parent of either
is a European company.

Any queries regarding this publication or the data within it should

be directed to:

Elias Latsis
Head of Research
elias.latsis@mergermarket.com

Erik Wickman
Publisher, Remark
Tel: +1 212 686 3329
erik.wickman@mergermarket.com

Catherine Ford
Managing Editor
catherine.ford@mergermarket.com

Anna Henderson
Production Manager
anna.henderson@mergermarket.com

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

© mergermarket

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

This publication contains general information and is not intended to be comprehensive

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