DEAL DRIVERS EMEA - Amazon S3 · 2017. 7. 7. · Group’s acquisition of mobile phone and internet services provider UK-based EE for €16.7bn, announced in February. Indeed, the

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

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03

DEAL DRIVERS – EMEA

CONTENTS

ABOUT MERGERMARKET

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

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

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

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

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

Foreword 04

EMEA Heat Chart 05

All Sectors 06

Financial Services 14

Industrials & Chemicals 18

Energy, Mining & Utilities 22

Consumer 26

Telecoms, Media & Technology 30

Transportation 34

Pharma, Medical & Biotech 38

Construction 42

The Middle East & North Africa 46

About Merrill Corporation 50 and Merrill DataSite

Merrill DataSite Contacts 52

04


FOREWORD

Welcome to the full-year 2015 edition of Deal Drivers EMEA, published by Mergermarket in association with Merrill DataSite. This report provides an extensive review of M&A activity across Europe, the Middle East and North Africa. It offers detailed analysis of specific countries and sectors. It also identifies key trends that are set to develop over the course of the next six months.

In 2015, megadeals were key in driving European M&A to record highs with a deal value increase of 47%, to €1 trillion; the greatest deal value seen since 2007 – before the financial crisis.

Total value of deals worth more than €5bn rose by 150% to €533bn while the number of such deals grew 10%. A combination of corporates seeking growth, positive economic indicators and cheap debt have created favourable dealmaking conditions. Deal volume remained stable year-on-year with a 4% slowdown to 6,361 deals targeting European assets.

Against a backdrop of subdued global economic activity, including volatility in the Chinese market, falling energy and other commodity prices, and weak manufacturing activity, European financing conditions have remained favourable and supportive of a buoyant M&A market.

The European Central Bank began buying government bonds in March 2015, increasing liquidity and access to capital and improving the dealmaking environment. An extension to its quantitative easing programme was announced in December. Meanwhile, consumer spending has increased in 2015 compared to 2014 and other key economic indicators remain positive, including the Eurozone purchasing managers’ index which rose at the end of 2015. This is despite uncertainty for much of the year surrounding the Greek debt crisis, tit-for-tat sanctions between the EU and Russia relating to Russian military intervention in Europe’s eastern extreme in Ukraine, and continuing uncertainty relating to Britain’s possible accession from the EU.

Of the top 20 deals in EMEA, four took place in the pharma, medical and biotech (PMB) sector as consolidation continued across the market spurred by supportive shareholders, abundant financing and a preference for the relative certainties of acquisitions as compared to the uncertainties of R&D.

The largest deal on record took place in November 2015 with the announcement that US-based Pfizer was acquiring Ireland-based Allergan for €172.6bn, which will enable Pfizer to garner tax savings resulting from the new entity’s domicile in Ireland. Tax inversion deals, whereby US companies domicile to a jurisdiction with lower tax rates via M&A transactions, continue to be controversial. While the US Treasury issued new rules in November 2015 designed to inhibit the occurrence of such deals, these rules did not prevent the announcement of the Pfizer/Allergan deal. It is anticipated that tax inversions will be an issue in the 2016 US presidential election due to be held in November.

Equally strong transaction momentum came from the technology, media and telecommunications (TMT) sector as convergence within the space and accelerating technological change drove dealmaking. The telecommunications sub-sector in Europe, in particular, has seen significant consolidation with big-ticket deals as fewer companies compete for greater market shares. This trend continued in March when Hutchison Whampoa, which already owned a rival UK provider, announced it was acquiring mobile telecommunications company Telefonica UK for €14.1bn. In early 2016 the spotlight is already on more megadeals in the TMT sector with talks continuing between Liberty Global and UK-based Vodafone concerning a joint venture. However, it is still too early to say if M&A activity can maintain this record momentum over the coming months.

05


EMEA HEAT CHART

There is significant dealmaking in the pipeline in Central and Eastern Europe (CEE) and it is set to be the busiest M&A market over the coming months, according to Mergermarket’s H2 2015 Heat Chart, which tracks ‘companies for sale’ stories. As reflected in current M&A figures, the UK & Ireland and German-speaking regions also continue to show particularly strong prospective activity as cheap debt, low oil prices and encouraging macro-economic fundamentals drive deal activity.

Within the CEE region (excluding Russia), Poland accounts for almost a third of the total companies for sale stories with the Polish TMT and industrial & chemicals sectors leading the charge. With robust economic growth in 2015 of 3.4%, record low interest rates of 1.5% and strong corporate profits, the country is seen as an attractive one for foreign bidders, including strategic buyers.

Ranked in second place, the UK & Ireland are seeing particular heat in the TMT sector as companies look to drive growth through acquisitions in the context of a rapid pace of technological advancement, ongoing consolidation in the telecommunications market and increasing convergence within the sector. An example

is the acquisition of UK-based mobile payments and smart ticketing platforms specialist Smart Card Software by US-based chip security licensing company Rambus for €86m. Ireland looks set to continue to be both a home to acquisitive companies and a favoured target of foreign acquirers. 2016 has already seen the announcement of US-based industrial company Johnson Controls’ €14.9bn acquisition of Ireland-based fire and security provider Tyco International.

In the German-speaking region there is a strong pipeline in industrial & chemicals companies being targeted; the industrial mainstay of the German economy continues to inspire confidence in investors. The TMT and consumer sectors look to be plentiful sources of deals in German-speaking countries and they are the sectors with the second and third largest numbers of companies for sale stories, respectively.

Indeed, the consumer sector overall has seen the third largest number of stories and the coming months may see a flurry of deals. The Italian consumer sector is notably hot at the moment as Italian companies with an international profile look to grow.

Sector CEE UK & Ireland

German speaking

Russia Italy Nordics France Iberia SEE Benelux MENA Total

Industrials and Chemicals 69 46 74 33 50 39 35 14 18 17 18 413

TMT 53 71 61 33 28 54 31 15 24 17 22 409

Consumer 66 38 46 51 64 23 28 17 24 24 9 390

Energy, Mining and Utilities 44 41 24 30 20 14 10 20 9 8 10 230

Financial Services 30 34 23 25 26 16 10 12 13 9 10 208

Business Services 38 32 23 26 17 16 10 15 4 6 7 194

PMB 20 35 41 7 11 15 18 8 5 7 6 173

Leisure 19 27 10 9 11 7 10 7 11 5 4 120

Transportation 23 12 5 16 12 6 7 7 14 5 5 112

Construction 18 9 7 15 7 14 3 10 5 3 3 94

Real Estate 9 8 6 7 6 3 3 8 2 5 57

Agriculture 15 1 5 16 2 3 1 5 48

Defence 3 2 1 1 1 1 9

Other 2 2 4

Government 2 1 3

Total 409 356 325 269 255 211 168 134 131 106 100 2464

Hot Warm Cold

80 50 20

70 40 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 indicative of areas that are likely to be active in the months to come. The intelligence comes from a range of sources, including press reports, company statements and our own team of journalists gathering proprietary intelligence from M&A practitioners across the region. The data does not differentiate between small and large transactions, nor between deals that could happen in the short or long term.

The Intelligence Heat Chart is based on ‘companies for sale’ stories tracked by Mergermarket in Europe between 01/01/2015 and 31/12/2015. Opportunities are captured according to the dominant geography and sector of the potential target company.

06

DEAL DRIVERS – EMEA - ALL SECTORS

ALL SECTORSOVERVIEW

ALL SECTORS

Mirroring a global trend, deal value in Europe rocketed by 47% to €1 trillion even as deal volumes retrenched by 4% to 6,361 deals. In fact, deal value in the region was at its greatest since 2007 – before the financial crisis. In Europe, deals with a value of more than €5bn increased in volume by 10% to 22 and by 150% in value to €532.5bn. The largest deal of the year, Pfizer’s acquisition of Allergan for €172.6bn, is also currently the largest M&A deal of all time.

The top 10 deals of the year were spread across five sectors but more than half came from the PMB and TMT sectors. Highlights in these spaces (aside from the Pfizer/Allergan deal) included UK-based pharmaceutical company Mylan’s purchase of Ireland-based Perrigo for €32.6bn and UK-based communications company BT Group’s acquisition of mobile phone and internet services provider UK-based EE for €16.7bn, announced in February.

Indeed, the UK and Ireland accounted for 58% of deal value in Europe in 2015 and 24% of volume; the top spot by both measurements.

Private equity (PE) funds, which had already taken flight in 2014, continued to make acquisitions in Europe in 2015 with a war chest of some €1 trillion globally. While buyout volume dropped 6% to 1,093 deals, buyout value increased 13% to €122.4bn. This indicates that intense competition between strategic buyers and PE firms continues to drive up valuations for quality European targets.

Transatlantic dealmaking value in 2015 (excluding buyouts) also spiked by 45% year-on-year to €486.9bn, amid a slowdown in transaction volume by 4% year-on-year to 1,086 deals, mirroring the overall year-on-year changes in the region closely. Much of the boost in 2015 came from US-based Pfizer’s acquisition of Irish Allergan, but firm transatlantic deal activity with North American buyers had already begun in the previous year. This trend is set to continue as the US economy remains bullish with a strengthening dollar and gains from lower oil prices.

Another transatlantic deal highlight took place in the financial services sector with the €16.5bn purchase of Visa Europe by US-headquartered Visa Inc. from a group of sellers, including HSBC, Lloyds Banking Group Plc, Barclays Plc and Royal Bank of Scotland Group.

German-speaking countries generated the second-most amount of transactions with 16% of total deals in Europe. The largest deal in the German-speaking region was in the real estate sector, with the acquisition of German residential property developer Deutsche Wohnen by Germany’s Vonovia for €13.3bn. Meanwhile, this region’s top sector by volume and value was industrial and chemicals with 293 transactions worth €20.6bn. The industrial and chemicals sector also accounted for the highest deal volume in Europe overall, while also generating a 25% deal value increase year-on-year to €100.4bn, showing competitive demand for European industrial targets from many foreign buyers.

In particular, Asian buyers made a strong push into Europe, with inbound deal volume increasing by 17% year-on-year, but resulting in a deal value spike of 135% with megadeals in the industrial & chemicals sector such as China National Chemical Corporation's acquisition of Italian tyre maker Pirelli for €8bn.

The sector is also set to be among the most active in 2016, according to Mergermarket’s Heat Chart (see page 05). Targets in Central and Eastern Europe (CEE) have attracted the most ‘companies for sale’ stories recently on Mergermarket and promise a year of competitive bidding ahead of us.

by Stefan Corre

ALL SECTORSTOP 20 ANNOUNCED DEALS FOR YEAR ENDING 31 DECEMBER 2015 (ANY EUROPEAN INVOLVEMENT)

Announced Date

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

23-Nov-15 P Pfizer Inc Allergan plc Pharma, Medical & Biotech 172,639

11-Nov-15 P Anheuser-Busch InBev NV SABMiller Plc Consumer 112,160

08-Apr-15 P Royal Dutch Shell Plc BG Group Plc Energy, Mining & Utilities 74,542

27-Jul-15 P Teva Pharmaceutical Industries Ltd Allergan plc (Generics business) Pharma, Medical & Biotech Allergan plc 36,902

24-Apr-15 L Mylan NV Perrigo Company plc Pharma, Medical & Biotech 32,609

01-Jul-15 P ACE Limited The Chubb Corporation Financial Services 25,267

05-Feb-15 P BT Group plc EE Limited TMT Orange SA; and Deutsche Telekom AG

16,725

02-Nov-15 P Visa Inc Visa Europe Ltd Financial Services 16,500

17-Sep-15 P Altice NV Cablevision Systems Corporation TMT 16,380

02-Mar-15 C NXP Semiconductors NV Freescale Semiconductor Inc TMT 14,274

24-Mar-15 P Hutchison Whampoa Limited Telefonica UK Limited TMT Telefonica SA 14,089

14-Oct-15 P Vonovia SE Deutsche Wohnen AG Real Estate 13,312

17-Nov-15 P Air Liquide SA Airgas Inc Industrials & Chemicals 12,500

15-Apr-15 C Nokia Oyj Alcatel-Lucent SA TMT 11,493

11-Nov-15 P Molson Coors Brewing Company MillerCoors LLC (58% stake) Consumer SABMiller Plc 11,184

06-Aug-15 P Hutchison 3G Italy Investments Sarl (JV) Wind Telecomunicazioni SpA; and 3 Italia Spa

TMT VimpelCom Ltd; and CK Hutchison Holdings

10,900

24-Jun-15 P Royal Ahold NV Delhaize Group SA Consumer 10,554

23-Mar-15 C China National Chemical Corporation Pirelli & C SpA Industrials & Chemicals Camfin SpA 8,116

16-Nov-15 P Liberty Global Plc Cable & Wireless Communications Plc TMT 8,054

20-Sep-15 L Deutsche Wohnen AG LEG Immobilien AG Real Estate 7,646

C = Completed; P = Pending; L = Lapsed

07


08


VALUE VOLUME

QUARTERLY M&A ACTIVITY – ALL SECTORS

VALUE VOLUME

Moving average trend line

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

Volu

me

>€5,001m

€2,001m – €5,000m

€501m – €2,000m

€251m – €500m

€5m – €250m

Volu

me

Valu

e (€

bn)

Valu

e (€

m)

ALL SECTORSEUROPEAN M&A SPLIT BY DEAL SIZE

>€5,001m

€2,001m – €5,000m

€501m – €2,000m

€251m – €500m

€5m – €250m

Value not disclosed

0

1,000

2,000

3,000

4,000

5,000

6,000

7,000

2015201420132012201120102009

1,895

4,040

2,211

3,952

1,897

3,604

1,791

3,318

2,018

3,193

1,883

2,704

1,494

2,106

8

9

12 1311

2022

8122

85

17336

170160

132

34

154

14036

166

17941

19217618642

15632

0

100

200

300

400

500

600

700

800

900

1,000

1,100

2015201420132012201120102009

532.5

133.4

176.4

63.6

93.8

213.1

116.1

174.7

68.6

107.8

94.6

100.8

137.1

59.7

90.4

161.8

104.9

148.1

53.1

92.3

88.9

113.1

159.6

60.4

99.5

109.8

99.1

140.1

45.886.1

87.6

66.5

80.8

68.130.4

0

200

400

600

800

1,000

1,200

1,400

1,600

1,800

Q4Q3Q2Q1Q4Q3Q2Q1Q4Q3Q2Q1Q4Q3Q2Q1Q4Q3Q2Q1Q4Q3Q2Q1Q4Q3Q2Q1

2009 2010 2011 2012 2013 2014 2015

0

50,000

100,000

150,000

200,000

250,000

300,000

350,000

400,000

450,000


2009 2010 2011 2012 2013 2014 2015

Quarter endedQuarter ended

09


Value Volume

TRANSATLANTIC DEALS

VALUE VOLUME

European bidder acquiring a North American target

North American bidder acquiring a European target

Total North American/ European deals

Valu

e (€

m)

Volu

me

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

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

0

5,000

10,000

15,000

20,000

25,000

30,000

35,000

40,000

45,000


20

40

60

80

100

120

140

160

180

200

220

240

260

2009 2010 2011 2012 2013 2014 2015

Volume

Valu

e (€

m)

Valu

e (€

m) Volum

e

0

5,000

10,000

15,000

20,000

25,000

30,000

35,000

40,000

45,000

50,000


50

100

150

200

250

300

350

400

2009 2010 2011 2012 2013 2014 2015


ALL SECTORSEUROPEAN BUYOUTS EUROPEAN EXITS

Volu

me

Valu

e (€

m)

0

25

50

75

100

125

150

175

200

225

250

275

300


2009 2010 2011 2012 2013 2014 2015

0

50,000

100,000

150,000

200,000

250,000


2009 2010 2011 2012 2013 2014 2015


23.8%

16.1%

12.0%6.9%

6.9%

8.6%

13.5%

9.5%2.7%

58.0%

8.8%

6.8%

6.1%

3.9%

5.5%

4.8%4.8%

1.3%

10.0%

8.1%

3.6%

18.4%

12.9%

14.1%

2.8%

2.8%

20.3%

2.7% 4.2%0.1%

20.3%

6.6%

14.7%

14.6%

5.8%

15.5%

5.0%

3.6%

7.1%

3.8%1.8%

0.2%1.0%

10


ALL SECTORSMIX OF DEALS BY GEOGRAPHIC REGION

VALUE VOLUME

UK & Ireland

German speaking

France

Italy

Iberia

Benelux

Nordic

Central & Eastern Europe

Other

MIX OF DEALS BY INDUSTRY SECTOR

VALUE VOLUME

Industrials & Chemicals

Financial Services

Business Services

Consumer

Energy, Mining & Utilities

TMT

Leisure

Transportation

Pharma, Medical & Biotech

Construction

Real Estate

Defence

Agriculture

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

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

11


ALL SECTORSFINANCIAL ADVISERS

LEGAL ADVISERS

TOP 20 – RANKED BY VALUE TOP 20 – RANKED BY VOLUME


2015 2014 Company Name Value (€m)

Number of Deals

1 1 Goldman Sachs 657,497 143

2 2 JPMorgan 608,619 133

3 3 Morgan Stanley 541,330 123

4 4 Bank of America Merrill Lynch 394,884 96

5 6 Lazard 316,059 135

6 5 Deutsche Bank 276,807 87

7 10 Barclays 274,278 84

8 35 Guggenheim Partners 215,258 6

9 9 Rothschild 206,093 243

10 69 Moelis & Company 202,033 25

11 17 Centerview Partners 187,261 9

12 46 Robey Warshaw 187,204 3

13 11 BNP Paribas 183,872 72

14 8 Credit Suisse 160,411 68

15 7 Citi 151,497 102

16 141 Standard Bank Group 116,859 7

17 13 UBS Investment Bank 114,859 69

18 12 Perella Weinberg Partners 75,013 12

19 16 HSBC 64,678 41

20 21 Greenhill & Co 55,336 20


Number of Deals

1 23 Cravath, Swaine & Moore 466,433 28

2 2 Cleary Gottlieb Steen & Hamilton 425,382 55

3 9 Clifford Chance 412,924 199

4 1 Freshfields Bruckhaus Deringer 408,026 168

5 3 Skadden Arps Slate Meagher & Flom 364,930 92

6 7 Wachtell, Lipton, Rosen & Katz 324,610 24

7 5 Latham & Watkins 319,885 134

8 4 Sullivan & Cromwell 312,435 48

9 27 White & Case 277,832 169

10 11 Weil Gotshal & Manges 277,778 104

11 13 Stikeman Elliott 277,017 35

12 6 Linklaters 264,969 208

13 34 Debevoise & Plimpton 257,261 29

14 30 A&L Goodbody 234,287 43

15 12 Davis Polk & Wardwell 234,122 44

16 15 Arthur Cox 227,044 39

17 18 Davies Ward Phillips & Vineberg 217,790 8

18 10 Allen & Overy 198,705 226

19 67 Morgan Lewis & Bockius 194,575 33

20 75 Willkie Farr & Gallagher 190,601 65


Number of Deals

1 1 DLA Piper 24,905 249

2 4 CMS 30,767 235

3 6 Allen & Overy 198,705 226

4 2 Linklaters 264,969 208


6 7 Baker & McKenzie 49,273 183

7 8 White & Case 277,832 169


9 10 Jones Day 37,715 142

10 9 Latham & Watkins 319,885 134

11 11 Hogan Lovells International 137,947 125

12 14 Eversheds 10,765 110



15 12 King & Wood Mallesons 87,451 91

16 23 Squire Patton Boggs 2,920 86

17 28 Ashurst 98,982 83

18 15 Herbert Smith Freehills 84,803 78

19 24 Loyens & Loeff 48,876 78

20 22 Cuatrecasas, Goncalves Pereira 7,454 76


Number of Deals

1 1 PwC 18,531 268

2 3 Rothschild 206,093 243

3 2 KPMG 13,480 216

4 4 EY 12,959 196

5 5 Deloitte 27,720 183


7 6 Lazard 316,059 135

8 8 JPMorgan 608,619 133


10 13 Citi 151,497 102

11 17 M&A International 1,591 100



14 14 Barclays 274,278 84

15 10 BDO 1,379 80

16 15 BNP Paribas 183,872 72


18 19 Lincoln International 2,963 69


20 20 UniCredit Group 20,261 66

The financial adviser league tables by value and volume have been run from 01/01/2015 to the 31/12/2015, excluding lapsed and withdrawn deals. The tables are pan-European and cover all sectors.

The legal adviser league tables by value and volume have been run from 01/01/2015 to 31/12/2015 and include lapsed and withdrawn deals. The tables are pan-European and cover all sectors.

12


ALL SECTORSFINANCIAL ADVISERS – SMALL-CAP (€5M – €250M)

LEGAL ADVISERS – SMALL-CAP (€5M – €250M)



The financial adviser small-cap league tables by value and volume have been run from 01/01/2015 to the 31/12/2015, excluding lapsed and withdrawn deals.The tables are pan-European and cover all sectors.

The legal adviser small-cap league tables by value and volume have been run from 01/01/2015 to the 31/12/2015 and include lapsed and withdrawn deals.The tables are pan-European and cover all sectors.


Number of Deals

1 1 Rothschild 6,788 71

2 4 PwC 5,751 86

3 2 KPMG 4,439 60

4 6 Deloitte 4,238 59

5 3 EY 4,068 71

6 5 Lazard 4,001 35

7 11 Citi 3,124 21


9 21 BNP Paribas 2,581 25



12 7 JPMorgan 1,945 16

13 16 Barclays 1,864 14



16 49 Arma Partners 1,581 11

17 15 Jefferies 1,487 16

18 32 Robert W. Baird & Co 1,448 10

19 46 Nomura Holdings 1,404 9



Number of Deals

1 3 DLA Piper 5,361 94

2 7 CMS 5,315 73

3 2 Linklaters 5,019 56

4 4 Allen & Overy 4,678 57



7 10 White & Case 3,963 45


9 8 Jones Day 3,003 46

10 16 Eversheds 2,750 52




14 14 Norton Rose Fulbright 2,094 25


16 73 Taylor Wessing 2,045 29

17 19 Uria Menendez 1,995 24

18 23 Loyens & Loeff 1,991 21

19 84 Deloitte Legal 1,976 28



Number of Deals

1 1 DLA Piper 5,361 94

2 3 CMS 5,315 73


4 6 Allen & Overy 4,678 57


6 10 Eversheds 2,750 52


8 7 Jones Day 3,003 46

9 8 White & Case 3,963 45




13 20 Osborne Clarke 1,694 36



16 33 Taylor Wessing 2,045 29


18 18 Pinsent Masons 1,360 28




Number of Deals

1 2 PwC 5,751 86


3 5 EY 4,068 71

4 1 KPMG 4,439 60

5 3 Deloitte 4,238 59

6 6 Lazard 4,001 35



9 7 BDO 883 23

10 31 Grant Thornton 840 23

11 14 Citi 3,124 21


13 34 N+1 822 19

14 21 Global M&A Partners 736 19

15 8 Canaccord Genuity 1,306 18



18 35 DC Advisory 1,317 17

19 13 JPMorgan 1,945 16


13


ALL SECTORSPR ADVISERS

PR ADVISERS – SMALL-CAP (€5M – €250M)



The PR adviser small-cap league tables by value and volume have been run from 01/01/2015 to 31/12/2015 and exclude lapsed and withdrawn deals.The tables are based on advice to a European bidder, target or vendor.

The PR adviser league tables by value and volume have been run from 01/01/2015 to the 31/12/2015 and exclude lapsed and withdrawn deals.The tables are pan-European and cover all sectors.


Number of Deals

1 1 Brunswick Group 498,633 129

2 3 Finsbury 261,673 57

3 19 Edelman 188,553 31

4 2 Joele Frank Wilkinson Brimmer Katcher

138,552 32

5 7 FTI Consulting 131,120 161

6 4 Sard Verbinnen & Co 79,135 23

7 20 Tulchan Communications 66,426 60

8 10 Hering Schuppener Consulting (AMO) 58,211 35

9 9 Kekst (Publicis/MSLGROUP) 45,193 33

10 16 Citigate 32,824 76

11 13 Maitland (AMO) 26,215 65

12 12 Abernathy MacGregor Group (AMO) 25,151 11

13 25 Hill+Knowlton Strategies 20,939 18

14 21 Greenbrook Communications 18,024 33

15 8 StockWell Communications 16,585 9

16 47 Powerscourt 16,569 20

17 18 Bell Pottinger Financial & Corporate 14,943 38

18 136 Owen Blicksilver Public Relations 13,369 12

19 5 CNC AG (Publicis/MSLGROUP) 11,469 20

20 33 Estudio de Comunicacion 11,065 4


Number of Deals



3 4 Citigate 2,677 32

4 5 Maitland (AMO) 2,317 26


6 3 Finsbury 1,668 19



9 13 Instinctif Partners 1,247 32

10 8 MHP Communications 1,087 28

11 24 Buchanan Communications 905 20

12 21 Redleaf Polhill 901 15

13 25 Edelman 787 14

14 6 Image Sept 776 10

15 19 Joele Frank Wilkinson Brimmer Katcher

697 6

16 32 Havas Worldwide Paris (AMO) 687 6

17 85 Hudson Sandler 640 11

18 9 Barabino & Partners 596 11

19 37 Publicis Consultants – F2SCOM (Publicis/MSLGROUP)

592 9

20 10 Greenbrook Communications 557 5


Number of Deals



3 3 Citigate 2,677 32



6 7 Maitland (AMO) 2,317 26



9 14 Buchanan Communications 905 20

10 5 Finsbury 1,668 19

11 22 Redleaf Polhill 901 15

12 58 Camarco 334 15

13 15 Edelman 787 14


15 30 Hudson Sandler 640 11

16 9 Barabino & Partners 596 11

17 11 Newgate Communications 458 11

18 16 Walbrook PR 87 11

19 12 Image Sept 776 10

20 18 Tavistock Communications 422 10


Number of Deals



3 4 Citigate 32,824 76

4 5 Maitland (AMO) 26,215 65


6 3 Finsbury 261,673 57





11 14 Kekst (Publicis/MSLGROUP) 45,193 33

12 19 Greenbrook Communications 18,024 33

13 18 Joele Frank Wilkinson Brimmer Katcher 138,552 32

14 17 Edelman 188,553 31

15 20 Publicis Consultants – F2SCOM (Publicis/MSLGROUP)

3,532 29

16 8 Image Sept 4,294 28

17 25 Buchanan Communications 1,821 25

18 13 Sard Verbinnen & Co 79,135 23

19 35 Weber Shandwick Worldwide 10,428 21

20 44 CityPress PR 1,706 21

FINANCIAL SERVICESOVERVIEW

ALL SECTORS14

DEAL DRIVERS – EMEA - FINANCIAL SERVICES

After two years of subdued deal values, activity across the financial services sector crept back in 2015 with €81.35bn worth of transactions being conducted. The corresponding figures in 2014 and 2013 reached just €61.1bn and €73.6bn respectively, reflecting an overall renewal of confidence among dealmakers.

While the value of deals underwent a stark increase, the number of transactions slipped to just 423 takeovers throughout the year, compared to 498 deals 12 months earlier. While the sector was helped by an overall upward and more optimistic macro-sentiment – 2015 registered all time record overall global M&A figures – it was not without its own drivers.

The financial services sector, possibly above all others, was among those most affected by the economic crisis eight years ago and much of its activity since has been consequential of the crash and its aftershocks.

Banks, insurance companies and asset and wealth managers across Europe have each been heaped with layers of increased regulation over the past several years, much of which has dictated the pace at which M&A has been conducted.

This year sees the much-touted introduction of Solvency II, designed to ensure insurance firms have adequate capital buffers in place, somewhat akin to European banks’ equivalent Basel II requirements. Much of the run up to January’s implementation of Solvency II has been geared around shaping insurance companies to fit the new model; consequently, this has spurred a degree of M&A activity that had been comparatively dormant within the sector in the proceeding few years.

The takeover of UK-based insurance firm Amlin for €4.73bn was one of the largest transactions within the European financial services sector. Mistui Sumitomo’s all-cash deal to buy Amlin was seen as a way for the Japanese insurer to diversify its non-life operation, and the UK’s historic and globally recognised insurance hub has

proved a happy hunting ground for overseas companies to pounce on.

One insurance deal that got away was Zurich’s proposed takeover bid of RSA. The Swiss insurer had tabled €7.37bn for the troubled UK rival, which would have become the sector’s third largest deal of the year and boosted overall figures but the deal was pulled unexpectedly, and left unexplained as to why. RSA remains, as such, a viable buyout option for a rival bid in 2016 and with Solvency II now in full swing, the trend of insurance buyouts is set to continue throughout 2016 with smaller insurance companies likely to become vulnerable to takeovers from larger outfits.

Banks have long been under the spotlight with much of the sub-sector’s deal activity also prompted by a shifting landscape.

The UK especially has seen its retail banking space change dramatically with new entrants encouraged to spur competition while incumbent lenders have been busy restructuring operations to adjust towards a more risk averse environment.

Ongoing attention towards government-owned entities in the UK – Lloyds Banking Group and RBS – remained in motion for the bulk of 2015.

UKFI, which holds the assets on behalf of the government, has been successfully selling down its stakes in Lloyds and has recouped more than €21bn for the taxpayer since it started offloading its shares in bulky tranches back in September 2013. It has reduced its stake to around 9% from an initial 43%, with the bank itself selling off its high street branches to Spain’s Banco de Sabadell for €2.35bn in early 2015.

The UK accounted for 61.7% of all financial services movement across Europe last year and continued its position as the mainstay of the sector’s activity. The lure of acquiring established players in the heart of Europe’s financial hub of London brought in a variety of non-UK investors throughout the year and is expected to provide a similar dynamic in 2016.

While the appeal of London alongside its related financial histrionics, regulatory framework and comparatively stable performance of groups within the sector has drawn in a large number of interested buyers from Asia and the US, some of the UK’s largest financial services operators are threatening to go the other way and escape tightening directives and guidelines. For example, Prudential and HSBC were both last year linked to potentially exiting the UK, citing tougher regulation.

While regulation is again likely to play a central part in European financial services M&A activity over the coming year with new players entering the field as others potentially exit, Lloyds and RBS will undergo further sell-downs as 2016 progresses. RBS remains just more than 70% state-owned having been rescued in a €60bn bailout in 2008, yet this will be reduced over the next two years.

Alongside movements by the incumbent big four or five UK banks, focus will also be honed in on a new set of UK challenger bank entrants, which are also expected to see continued growth and subsequent investor interest throughout the year.

Aldermore, Metro Bank, OneSavings Bank, Shawbrook and Virgin Money have all emerged in the last year as growing players in the UK, having been either acquired or partly funded by private equity houses or successful listings. Strategics, as seen in Banco de Sabadell’s acquisition of Lloyds, have spotted an opportunity to enter the UK sector through acquisitions, while an emergence of private equity activity within the banking environment additionally saw a spurt of activity across what had long been a closed market to new entrants.

On the back of a strong 2015, the coming 12 months is likely to follow a similar path of opportunistic and growth-fuelled M&A as company balance sheets find their footing after regulatory overhauls and a period of reduced spending, each of which has led to swollen acquisitions war chests among many leading players across the continent.

by Paul Francis-Grey

15


FINANCIAL SERVICESTOP 15 ANNOUNCED DEALS FOR YEAR ENDING 31 DECEMBER 2015 (ANY EUROPEAN INVOLVEMENT)

Announced Date

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

01-Jul-15 P ACE Limited The Chubb Corporation 25,267

02-Nov-15 P Visa Inc Visa Europe Ltd 16,500

03-Sep-15 P Bohai Leasing Co Ltd Avolon Holdings Limited Cinven Partners LLP 6,519

18-Aug-15 C AMP Capital Investors Limited; and Public Sector Pension Investment Board

Angel Trains Limited (39% stake) Arcus Infrastructure Partners LLP 4,933

08-Sep-15 P MS&AD Insurance Group Holdings Inc Amlin Plc 4,736

03-Aug-15 P Banco Bradesco SA HSBC Bank Brasil SA – Banco Multiplo HSBC Holdings Plc 4,722

25-Feb-15 C AP Moller Holding A/S Danske Bank A/S (17.02% stake) AP Moller – Maersk A/S 4,080

23-Jul-15 P TDR Capital LLP; GIC Special Investments Pte Ltd; Goldman Sachs; PGGM NV; and ATP Group

LeasePlan Corporation NV Global Mobility Holding BV 3,700

09-Jan-15 C XL Group plc Catlin Group Limited 3,321

20-Jan-15 C Cheung Kong Infrastructure Holdings Limited Eversholt Rail Group STAR Capital Partners Limited; 3i Infrastructure plc; and Morgan Stanley Infrastructure Inc

3,265

05-Aug-15 P EQT Partners AB; and Kirkbi Invest A/S Nordic Aviation Capital A/S 3,014

22-Dec-15 P Qatar National Bank Finansbank AS (99.81% stake) National Bank of Greece SA 2,750

11-Nov-15 P Santander Asset Management SA SGIIC Pioneer Investment Management SGR 2,750

26-Feb-15 P Mizuho Financial Group Inc Royal Bank of Scotland Group Plc (North American Loan Portfolio)

Royal Bank of Scotland Group Plc 2,652

20-Mar-15 C Banco de Sabadell SA TSB Banking Group Plc Lloyds Banking Group Plc 2,350


35.1%

9.7%

7.3%6.4%

6.9%

7.1%

6.9%

18.0%

2.6%

61.8%

2.6%

2.3%

5.5%

2.8%

6.0%

9.6%

5.6%3.8%

16


VALUE VOLUME

UK & Ireland

German speaking

France

Italy

Iberia

Benelux

Nordic


Other

QUARTERLY TRENDS

VALUE VOLUME



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

FINANCIAL SERVICESMIX OF DEALS BY GEOGRAPHIC REGION

Volu

me

0

30

60

90

120

150


2009 2010 2011 2012 2013 2014 2015

Valu

e (€

m)

0

5,000

10,000

15,000

20,000

25,000

30,000

35,000

40,000

45,000


2009 2010 2011 2012 2013 2014 2015


17


FINANCIAL SERVICESFINANCIAL ADVISERS


LEGAL ADVISERS



Number of Deals


2 1 JPMorgan 47,533 22



5 - Guggenheim Partners 25,267 1


7 11 Citi 22,115 15

8 17 Evercore Partners 12,418 10


10 4 Barclays 8,829 18


12 9 Lazard 8,025 11


14= - Bravia Capital Hong Kong 6,519 1

14= - GF Securities Co 6,519 1

16 - BDT & Company 6,120 1

17 6 RBC Capital Markets 6,093 6

18 24 Macquarie Group 6,020 3


20 55 HSBC 5,168 3


Number of Deals



3 - Wachtell, Lipton, Rosen & Katz 41,767 3


5 149 Sidley Austin 32,759 6

6 151 Gibson Dunn & Crutcher 31,475 3



9 11 Lenz & Staehelin 26,225 4

10 50 Baer & Karrer 25,267 2

11 3 Allen & Overy 21,014 31


13 33 Macfarlanes 16,756 8

14 85 Milbank Tweed Hadley & McCloy 16,500 1


16 8 Slaughter and May 10,129 13


18 16 Paul Weiss Rifkind Wharton & Garrison 9,245 4

19 25 Lefosse Advogados 8,422 2

20 142 Kromann Reumert 7,780 6


Number of Deals


2 6 JPMorgan 47,533 22

3 4 EY 1,133 22


5 1 KPMG 476 21


7 9 Barclays 8,829 18

8 3 PwC 384 18

9 2 Deloitte 840 16

10 12 Citi 22,115 15


12 19 Fenchurch Advisory Partners 1,491 14


14 8 Lazard 8,025 11



17 16 BNP Paribas 637 7


19 25 RBC Capital Markets 6,093 6



Number of Deals



3 2 Allen & Overy 21,014 31


5 5 CMS 5,660 24

6 10 DLA Piper 309 16





11 6 Baker & McKenzie 207 11



14 8 White & Case 3,317 10

15 26 Ashurst 1,779 10

16 9 Hogan Lovells International 730 10


18 81 Willkie Farr & Gallagher 671 8

19 65 NautaDutilh 596 8


The legal adviser league tables by value and volume have been run from 01/01/2015 to the 31/12/2015, and include lapsed and withdrawn deals.The tables are pan-European and cover the Financial Services sector.

The financial adviser league tables by value and volume have been run from 01/01/2015 to the 31/12/2015, excluding lapsed and withdrawn deals.The tables are pan-European and cover the Financial Services sector.

INDUSTRIALS & CHEMICALSOVERVIEW

ALL SECTORS

DEAL DRIVERS – EMEA - INDUSTRIALS & CHEMICALS

18

The year 2015 ended on a bullish note for the European industrial and chemicals sector, with M&A value scoring its best post-financial crisis performance. Deals in 2015 amounted to €100.37bn, 25% above last year’s €80.48bn.

The sector also accounted for the largest volume of deals across all sectors, with 20% of the total number of transactions in Europe. This was despite a 6% dip compared to 2014, with the number of deals down to 1,271 in 2015. With the hike in value combined with a decline in volume, the mean value per deal increased 33% to €78.97m, a rise in line with the trends of a year characterised by megadeals in Europe. Record performances across other sectors meant the industrial and chemicals sector was unable to increase its overall share of deal value and remained as the fifth highest grossing sectors sector in Europe.

Activity accelerated throughout 2015 with the bulk of deals taking place in the second half, which accounted for 57% of deal value and accounted for eight out of the ten largest transactions in 2015.

Whereas at the start of the year dealmakers were made wary of uncertainties surrounding the Greek crisis and UK elections, they experienced a more stable environment from the middle of the year onwards.

Rather than apprehension, the tone was then set by the need for companies to deploy capital accumulated on their balance sheets. US corporates buyers dominated deal activity in 2015 with billion-euro-plus deals such as US industrial conglomerate Honeywell’s takeover of Elster, a Germany-based energy and water business owned by UK’s Melrose, for €4.6bn, and Platform Specialty Products, a US-based chemicals group, acquired British peer Alent for €2bn.

Private equity firms also felt encouraged to make the most of an environment awash with cheap credit, before a long expected hike in interest rates by the US Federal Reserve eventually took place in December. US sponsors also led the largest deals involving buyout firms, prompted by a strong US dollar. For example, in October,

Hellman & Friedman acquired Verisure, a Swedish alarm systems provider from Bain Capital, for €5.2bn. In a smaller deal, but which involved three other buyout firms and one trade competitor, Apollo Global Management won the process to acquire Verallia, a French packaging manufacturer, for €2.9bn.

Tax inversion deals, the year’s buzzword for dealmakers especially in the pharma sector, also played a role among industrial and chemicals businesses. One key example was that of CF Industries, a US fertiliser producer acquiring a 50% stake in GrowHow UK for €519m in July, followed by a merger with Dutch peer OCI, in a deal valued at €7.5bn. As part of the agreement, the Illinois-based company will move domicile to the UK and will take advantage of that country’s 20% tax rate, rather than the US’s 35%.

In terms of geographies, the German-speaking region maintained its dominance in the sector both in deal value and volume (20.5% and 23.1%). Italian targets made up the second highest sector deal value in Europe, 15.2% of total M&A, spurred by the €8.1m acquisition of Milan-based tyre maker Pirelli by China National Chemical Corp (ChemChina), the second largest deal in the sector in 2015. The Benelux countries were another top destination, growing to a share of 15.1% in deal value. In good part, the Benelux performance resulted from the €812m-acquisition of Belgium-based Picanol by diversified chemical producer Tessenderlo Chemie.

For the year 2016, dealmakers expect an increase in Chinese interest in European industrial and chemical assets, despite the volatility seen in China’s stock market in the beginning of this year. Targets are mainly expected to be manufacturers able to bring in new technologies to increase efficiency in production lines and to make good products, as these will be key for Chinese corporates being pushed to expand sales to the domestic market and faced with rising labour costs. Early 2016 has already seen a degree of activity in this direction with KraussMaffei Technologies, a German machinery supplier, being

bought for €925m by a China-led consortium formed by ChemChina, PE firm AGIC Capital and Guoxin International, a Hong Kong-based investment holding. Moreover, ChemChina agreed a €42.2bn bid for Swiss pesticide and seeds maker Syngenta – which last year rebuffed a takeover offer by US peer Monsanto. If completed, the €42.2bn would be largest ever foreign acquisition by a Chinese firm.

In another driver of deals in 2016, consolidation in the automotive segment could pick up in the wake of the Volkswagen emission scandal. Developers of technologies relating to emission control may become more attractive for automotive suppliers that will come under pressure to address these issues. In another trend, a new wave of consolidation involving automakers could emerge from demands for creating more connected and autonomous cars, in moves that could involve both start-ups and tech behemoths like Apple and Google.

by Joao Grando

19


INDUSTRIALS & CHEMICALSTOP 15 ANNOUNCED DEALS FOR YEAR ENDING 31 DECEMBER 2015 (ANY EUROPEAN INVOLVEMENT)

Announced Date


17-Nov-15 P Air Liquide SA Airgas Inc 12,500

23-Mar-15 C China National Chemical Corporation Pirelli & C SpA Camfin SpA 8,116

06-Aug-15 P CF Industries Holdings Inc OCI NV (European, North American and Global Distribution businesses)

OCI NV 7,540

19-Feb-15 P Ball Corporation Rexam Plc 7,520

29-Jul-15 C Solvay SA Cytec Industries Inc 5,420

02-Oct-15 C Hellman & Friedman LLC Verisure Holding AB Bain Capital LLC 5,263

04-Dec-15 C Gaetano Holdings Ltd Komi Oil Ltd 4,714

28-Jul-15 P Honeywell International Inc Elster Group GmbH Melrose Plc 4,641

11-Aug-15 P Konecranes Plc Terex Corporation 3,866

17-Sep-15 P Suzuki Motor Corporation Suzuki Motor Corporation (19.9% stake) Volkswagen AG 3,159

08-Jun-15 C Apollo Global Management LLC; and BPI France SA Verallia SA Compagnie de Saint-Gobain SA 2,945

16-Jul-15 P Magna International Inc GETRAG Getriebe- und Zahnradfabrik Hermann Hagenmeyer GmbH & Cie KG

2,450

13-Jul-15 C Platform Specialty Products Corporation Alent Plc 2,016

03-Feb-15 C Arkema Group SA Bostik SA Total SA 1,740

23-Feb-15 C Globe Specialty Metals Inc Grupo Ferroatlantica SL Grupo Villar Mir SL 1,721


14.9%

23.2%

12.7%10.5%

6.5%

9.1%

14.1%

6.6%2.4%

20.5%

15.1%

12.2%15.2%

4.6%

15.1%

7.4%

8.1%

1.8%

20


INDUSTRIALS & CHEMICALSMIX OF DEALS BY GEOGRAPHIC REGION

VALUE VOLUME

UK & Ireland

German speaking

France

Italy

Iberia

Benelux

Nordic


Other

VALUE VOLUME




QUARTERLY TRENDS

Valu

e (€

m)

Volu

me

0

50

100

150

200

250

300

350

400


2009 2010 2011 2012 2013 2014 2015

0

5,000

10,000

15,000

20,000

25,000

30,000


2009 2010 2011 2012 2013 2014 2015


21


INDUSTRIALS & CHEMICALSFINANCIAL ADVISERS


LEGAL ADVISERS



Number of Deals



3 5 JPMorgan 36,303 18



6 8 Barclays 24,040 9




10 54 Societe Generale 15,025 7

11 4 Lazard 13,353 28

12 6 Citi 11,537 14


14 18 Greenhill & Co 9,521 5

15= - Allen & Company 7,540 1

15= 16 Zaoui & Co 7,540 1


18 - Perella Weinberg Partners 6,316 2

19 42 Deloitte 5,936 43



Number of Deals







7 121 Fried Frank Harris Shriver & Jacobson 16,548 3

8 43 Bredin Prat 16,106 5


10 32 Allen & Overy 14,958 41

11 26 White & Case 13,978 35



14 7 Simpson Thacher & Bartlett 12,199 5


16 21 Hengeler Mueller 10,807 20


18 55 De Brauw Blackstone Westbroek 9,188 12

19 44 Paul Weiss Rifkind Wharton & Garrison 8,827 3

20 105 Gianni, Origoni, Grippo, Cappelli & Partners

8,781 20


Number of Deals

1 1 PwC 3,254 58


3 4 KPMG 2,802 50

4 2 EY 2,978 45

5 5 Deloitte 5,936 43


7 9 Lazard 13,353 28

8 6 BDO 71 24

9 19 M&A International 79 20

10 15 JPMorgan 36,303 18






16 35 DC Advisory 2,433 15

17 11 Citi 11,537 14



20 37 Livingstone Partners 240 13


Number of Deals

1 1 DLA Piper 2,865 49

2 2 CMS 2,631 42


4 10 Allen & Overy 14,958 41


6 7 White & Case 13,978 35


8 5 Jones Day 8,275 30

9 22 Eversheds 2,400 30




13 32 Hengeler Mueller 10,807 20


8,781 20



17 12 Gleiss Lutz 6,315 19

18 36 Cuatrecasas, Goncalves Pereira 367 19

19 23 Chiomenti Studio Legale 6,252 17

20 19 Loyens & Loeff 1,571 17

The financial adviser league tables by value and volume have been run from 01/01/2015 to the 31/12/2015, 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.

The legal adviser league tables by value and volume have been run from 01/01/2015 to the 31/12/2015 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 – EMEA - ENERGY, MINING & UTILITIES

22

A slowdown in energy sector transactions was largely due to the commodity price slump, especially that of oil and gas. Oil has undergone an unprecedented period of downward bearish movement due to continued supply glut and lagging demand, choking the sectors’ M&A appetite as companies look inwards to preserve capital.

Deal flow by volume across energy, mining and utilities reached its lowest ebb since 2009, with 371 announced deals occurring in 2015. This compares to 444 in 2014, equating to a year-on-year decrease of 16%.

The value of deals across the three sectors fared somewhat better, thanks in most part to the acquisition of BG Group by Royal Dutch Shell. The sectors registered a combined deal value of €128.9bn in 2015 compared to €79.2bn a year earlier, resulting in a 63% year-on-year growth.

The sector accounted for around 5.8% of total M&A deal volume in 2015 and 12.9% of deals by value. In 2014 it accounted for 14.24% of total deals by volume and 11.64% of total deals by value.

While volumes suffered, values were only rescued by a handful of timely megadeals.

The geographical spread of transactions by value across the sectors was likewise skewed by the Shell-BG deal. The UK & Ireland made up 63.9% of European deal value while only accounting for 23.5% of the total volume.

Prices of Brent crude began the year at around $52 a barrel with many hoping for a levelling-out of around $60 by midyear. The price hovered around $65-66/bpd during April and May, leading many to assume the levelling out had occurred – but this was a false spring and it has subsequently dropped to nearly $30 a barrel by year end.

The equity value of oil and gas-related companies and their assets has been slashed commensurately with the benchmark, and massive cost cutting programmes implemented.

The sector’s saving grace – Shell’s strategic acquisition of UK-based natural gas company BG Group – was announced at a transaction value of €74.5bn.

Other oil and gas deals in 2015 included E.ON’s sale of its Norwegian exploration and production assets to DEA for €1.4bn as part of E.ON’s wider restructuring programme, and Rosneft’s sale of a 15% stake in Vankorneft for €1.16bn to Indian oil and gas company ONGC Videsh.

The other string in the natural resources bow – mining – fared little better. The largest deal in the space took place in Russia with Wandle Holdings intention to take Polyus Gold International private by acquiring a 59.78% stake for €5.1bn in September.

Renewables, conventional power generation and transmission networks were less affected by capricious global supply and demand volatility. These assets remained attractive to long term investors such as pension and insurance funds with the second largest deal in the space, Finnish utility Fortum’s divestment of its Swedish power networks to a Borealis Infrastructure-led fund, valued at around €6.6bn.

Other deals such as Italian utility Enel’s repurchase of its previously floated 30.83% in Enel Green Power for €3.2bn in November demonstrates the increasing focus of European utilities in renewable generation. European renewable assets also attracted interest from overseas buyers as shown in the acquisition of a 50% stake in Danish utility DONG Energy’s 330MW German offshore wind farm Gode Wind I by US-based PE firm Global Infrastructure for €780m, and US private equity firm Oaktree Capital Management’s acquisition of Spain-based Eolia Renovables de Inversiones for €919m.

Private equity was a much vaunted likely buyer of cheap assets in 2015, but this failed to significantly come to light. Despite large lines of credit being available to newly formed companies, such as the UK-based Neptune Oil & Gas backed with €4.5bn by Carlyle Group and CVC Capital

Partners, private equity was unable to secure large deals due to the widespread bid-ask difference.

Going into 2016, we are likely to see commodity-linked M&A become increasingly difficult and focussed on distressed sales, with no clear end in sight to volatile markets. Many smaller companies managed to restructure and slash capex in 2015 to meet new commodity price realities. But prices have remained lower than nearly all forecasts and an increasing number of companies could soon become distressed and enter administration. This will be felt mostly by exploration companies that have faced the brunt of sector disinvestment, while integrated majors will look to continue divestment programmes and look for new acquisition opportunities with higher growth potential outside of Europe.

Power and utilities offer a brighter outlook as new major divestments come on the horizon, including the UK’s National Grid’s divestment of its gas networks and the sale of Finnish power company Elenia for up to €2.5bn. These assets will continue to be increasingly attractive to infrastructure funds and large strategics from Europe and beyond looking for a safe deposit chest in times of global economic uncertainty.

by Patrick Harris

ENERGY, MINING & UTILITIESOVERVIEW

23


ENERGY, MINING & UTILITIESTOP 15 ANNOUNCED DEALS FOR YEAR ENDING 31 DECEMBER 2015 (ANY EUROPEAN INVOLVEMENT)

Announced Date


08-Apr-15 P Royal Dutch Shell Plc BG Group Plc 74,542

13-Mar-15 C Borealis Infrastructure Management Inc; Folksam AB; Forsta AP-fonden; Tredje AP-fonden; and Ontario Municipal Employees Retirement System

Fortum Distribution AB Fortum Oyj AB 6,636

30-Sep-15 C Wandle Holdings Limited Polyus Gold International Ltd (59.78% stake) 5,065

26-Feb-15 C Iberdrola SA UIL Holdings Corporation 4,134

18-Nov-15 P Enel SpA Enel Green Power SpA (30.83% stake) 3,154

22-Apr-15 C PGGM NV; Gingko Tree Investment Limited; and EDF Invest

Madrilena Red de Gas SAU GIC Private Limited; Partners Group Holding AG; Morgan Stanley Infrastructure Inc; and Banca March SA

2,014

16-Oct-15 P EnBW Energie Baden-Wuerttemberg AG VNG – Verbundnetz Gas Aktiengesellschaft (74.2% stake)

EWE Aktiengesellschaft 1,821

14-Oct-15 C DEA Deutsche Erdoel AG E.ON E&P Norge AS E.ON SE 1,407

20-Jan-15 P Schlumberger Limited Eurasia Drilling Company Limited (45.65% stake) 1,273

30-Jul-15 P Idemitsu Kosan Co Ltd Showa Shell Sekiyu KK (33.24% stake) Royal Dutch Shell Plc 1,238

04-Sep-15 P ONGC Videsh Limited Vankorneft CJSC (15% stake) Rosneft Oil Company OAO 1,162

02-Oct-15 P Cheung Kong Infrastructure Holdings Limited; and Power Assets Holdings Limited

Grupo Iberwind Magnum Capital Industrial Partners 986

10-Jun-15 C China Petroleum & Chemical Corporation Caspian Investments Resources Ltd (50% stake) Lukoil OAO 964

06-Aug-15 P ERG Power Generation SpA Terni Hydroelectric Complex E.ON Produzione SpA 950

22-Oct-15 P Oaktree Capital Management LP Eolia Renovables de Inversiones SCR SA 919


23.5%

10.5%

5.1%

8.6%12.1%

3.0%

14.0%

18.6%

4.6%

63.9%

3.7%1.2%

5.6%

6.9%

0.9%

7.7%

9.5%0.6%

24


ENERGY, MINING & UTILITIESMIX OF DEALS BY GEOGRAPHIC REGION

VALUE VOLUME

UK & Ireland

German speaking

France

Italy

Iberia

Benelux

Nordic


Other

QUARTERLY TRENDS

VALUE VOLUME




Valu

e (€

m)

Volu

me

0

20

40

60

80

100

120

140


2009 2010 2011 2012 2013 2014 2015

0

10,000

20,000

30,000

40,000

50,000

60,000

70,000

80,000

90,000


2009 2010 2011 2012 2013 2014 2015


25


ENERGY, MINING & UTILITIESFINANCIAL ADVISERS


LEGAL ADVISERS



Number of Deals

1 10 Lazard 89,443 10




5 - Robey Warshaw 74,542 1

6 1 Citi 19,605 17


8 7 JPMorgan 11,365 9



11 36 Danske Bank Corporate Finance 6,636 2

12 21 Barclays 5,252 7

13 18 VTB Capital 5,156 3

14 44 KPMG 5,097 11

15 15 Mediobanca 3,523 5


17 19 BNP Paribas 3,289 12

18 - Enrico Laghi 3,154 1


20 34 Banca IMI/Intesa Sanpaolo 2,512 9


Number of Deals

1 - Cravath, Swaine & Moore 78,676 2


3 46 Allen & Overy 77,539 15

4 53 Ashurst 76,976 16



7 80 Souza, Cescon, Barrieu & Flesch Advogados

74,863 3


9 27 Allens 74,758 2

10 71 Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados

74,671 3

11 - Pinheiro Neto Advogados 74,542 1




15 171 Mannheimer Swartling 6,797 7

16 181 Vinge 6,645 4

17 273 Avance Attorneys 6,636 1

18 6 White & Case 6,418 11




Number of Deals

1 1 Citi 19,605 17

2 3 EY 1,504 14




6 18 KPMG 5,097 11

7 16 Lazard 89,443 10




11 5 PwC 1,113 10


13 20 JPMorgan 11,365 9

14 27 Banca IMI/Intesa Sanpaolo 2,512 9



17 13 Barclays 5,252 7

18 7 RBC Capital Markets 943 6




Number of Deals



3 5 CMS 2,612 20


5 38 Ashurst 76,976 16

6 11 Allen & Overy 77,539 15



9 2 White & Case 6,418 11


11 10 DLA Piper 3,148 11





16 19 Osborne Clarke 96 8


18 67 Mannheimer Swartling 6,797 7

19 24 Vinson & Elkins 1,862 7


1,731 7

The financial adviser league tables by value and volume have been run from 01/01/2015 to the 31/12/2015, excluding lapsed and withdrawn deals. The tables are pan-European and are based on the following sectors: Energy, Mining and Utilities.

The legal adviser league tables by value and volume have been run from 01/01/2015 to the 31/12/2015 and include lapsed and withdrawn deals.The tables are pan-European and are based on the following sectors: Energy, Mining and Utilities.

ALL SECTORS

DEAL DRIVERS – EMEA - CONSUMER

26

CONSUMEROVERVIEW

Last year broke all records as far as European consumer and retail M&A activity goes, with €184.55bn worth of deals announced and three megadeals making it to the top 20 announced deals of the year.

European consumer and retail deal volume was stable with 932 deals in 2015, but the first half of 2015 could appear, at first glance, as relatively slow, with €42.89bn worth of deals, compared to €141.27bn registered in the second half of the year. The sharp rise in deal values in the second half of 2015 was defined by the return of the megadeal. The transformational and much awaited tie-up of Belgian Anheuser-Busch InBev and UK-based SABMiller was the second largest announced deal of the year at €112.16bn and is one of the largest in M&A history. The second largest deal in the consumer space was also prompted by the tie-up of the two beer giants, when SABMiller had to sell a 58% stake in its MillerCoors joint venture to its partner Molson Coors Brewing for €11.18bn, to secure competition regulators’ approval for SABMiller’s takeover by AB InBev.

The deal pipeline was a mixed bag of M&A opportunities across the consumer and retail spectrum, but it is the latter where most of the activity seems to be concentrating. Stealing most of the headlines is the approach by UK supermarket J Sainsbury for local retailer Home Retail Group. Soon after news of the approach broke, Home Retail Group agreed to sale its subsidiary Homebase to Wesfarmers of Australia in a €447m deal. An offer by J Sainsbury to acquire the rest of Home Retail Group, which also owns catalogue retailer Argos, followed at the beginning of February. The offer values Home Retail at €1.7bn, and a deal is conditional on the completion of the sale of Homebase as well as competition approvals. Consolidating Sainsbury’s food sales with Argos’ general merchandise is considered the key rationale behind the deal.

This need to consolidate cost structures and reposition businesses was nothing new and has been the driving force behind

a number of recent deals in the space. In June, Belgium-based supermarket group Delhaize was acquired by Dutch rival Ahold for €10.55bn.

The food and beverages space, however, had a slow start to the year. Besides the ABI/SabMiller tie-up, which is still keeping dealmakers busy with a string of disposals in anticipation of the European Commission's review of the deal, the pipeline was rather dry. But in August Coca-Cola Enterprises acquired Coca-Cola Iberian Partners in a €5.76bn deal and Coca-Cola Enterprises, Inc., Coca-Cola Iberian Partners, merged with Coca-Cola Erfrischungsgetraenke AG to form a new company named Coca-Cola European Partners in a deal worth €2.95bn.

Two of the biggest fashion e-commerce companies in Europe, Italian YOOX and UK-based Net-a-Porter, agreed a €720m combination to create a leading online luxury fashion retailer. Meanwhile, Tesco continues to look at divestment options as part of its turnaround efforts, including Czech retailer Zabka.

Private equity has also been key in boosting M&A activity in the retail space in 2015, with deals such as the sale of German Douglas Holding by US PE firm Advent International to UK-based CVC Capital Partners for €2.8bn and the acquisition of UK fashion retailer New Look by South Africa-based Brait SE from Apax Partners and Permira for €2.65bn. The buyout pipeline for this year is looking promising although a drop in exits, particularly large-cap ones, is likely. Among big ticket transactions are the likes of Carlyle Group, which is expected to invite pitches for advisory roles for a potential €1.3bn sale of its UK health food retailer Holland & Barrett; and KKR, which is readying the sale of its German kitchen appliance maker WMF for €1.8bn and is also in the middle of a sale process for its French fashion brand owner SMCP, which could reach approximately €1bn. Among mid-market private equity deals in the pipeline are the sale by 3i of UK baby products maker Mayborn Group for an expected sale price of around €395m and the sale of food retailer Grand Frais in France by Abenex Capital.

Shareholder activism has also become a driving force in M&A. Their tactics and changing strategies are putting pressure on companies throughout the consumer and retail space.

As 2016 kicks off, many of the fundamental factors that contributed to such high levels of deal activity in 2015, such as easier access to debt financing, hefty cash balances, a need to improve efficiencies and a desire to consolidate, are still present and will continue driving appetite for deals. However, raising concerns over the health of China’s economy and the ripple effect on the rest of the world markets, an uncertain geopolitical climate and fears of a Brexit are casting a shadow of doubt on 2016 M&A prospects.

by Virginia Garcia Martinez

27


CONSUMERTOP 15 ANNOUNCED DEALS FOR YEAR ENDING 31 DECEMBER 2015 (ANY EUROPEAN INVOLVEMENT)

Announced Date


11-Nov-15 P Anheuser-Busch InBev NV SABMiller Plc 112,160

11-Nov-15 P Molson Coors Brewing Company MillerCoors LLC (58% stake) SABMiller Plc 11,184

24-Jun-15 P Royal Ahold NV Delhaize Group SA 10,554

07-Sep-15 C Temasek Holdings Pte Ltd; Canada Pension Plan Investment Board; MBK Partners Inc; Public Sector Pension Investment Board; and Chengdong Investment Corporation

Homeplus Co Ltd Tesco Plc 5,774

06-Aug-15 P Coca-Cola Enterprises Inc Coca-Cola Iberian Partners SA 5,763

28-Mar-15 C Dufry Group World Duty Free SpA Edizione Srl 3,578

03-Aug-15 P Allianz Capital Partners GmbH; Abu Dhabi Investment Authority; Meag Munich Ergo Asset Management GmbH; and Borealis Infrastructure Management Inc

Autobahn Tank & Rast Holding GmbH Terra Firma Capital Partners Limited; and RREEF Infrastructure

3,500

06-Aug-15 P Coca-Cola Enterprises Inc Coca-Cola Erfrischungsgetraenke AG 2,949

01-Jun-15 C CVC Capital Partners Limited Douglas Holding AG Advent International Corporation 2,800

15-May-15 C Brait SE New Look Group Limited Apax Partners LLP; and Permira Advisers LLP 2,646

20-Apr-15 C Nomad Foods Limited Iglo Foods Group Limited Permira Advisers LLP 2,600

10-Sep-15 P British American Tobacco Plc Souza Cruz SA (24.74% stake) 2,446

15-Jun-15 C Hudson's Bay Company GALERIA Kaufhof GmbH Metro AG 2,420

20-Oct-15 P TDR Capital LLP Euro Garages Limited 1,772

30-Jul-15 C Almacenes Exito SA Companhia Brasileira de Distribuicao (18.8% stake)

Casino Guichard Perrachon SA 1,391


19.5%

15.2%

15.2%8.3%

7.3%

8.3%

13.7%

9.3%3.2%

70.3%

7.2%

7.6%

1.7%

3.1%

5.8%

1.8%1.5%

1.0%

28


CONSUMERMIX OF DEALS BY GEOGRAPHIC REGION

VALUE VOLUME

UK & Ireland

German speaking

France

Italy

Iberia

Benelux

Nordic


Other

QUARTERLY TRENDS

VALUE VOLUME


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

Valu

e (€

m)

Volu

me


0

10,000

20,000

30,000

40,000

50,000

60,000

70,000

80,000

90,000

100,000

110,000

120,000

130,000


2009 2010 2011 2012 2013 2014 2015

0

25

50

75

100

125

150

175

200

225

250

275

300


2009 2010 2011 2012 2013 2014 2015


29


CONSUMERFINANCIAL ADVISERS


LEGAL ADVISERS



Number of Deals

1 5 JPMorgan 155,784 21


3 1 Lazard 152,590 19



6 19 Barclays 137,273 8


8 - Standard Bank Group 115,169 4

9 6 BNP Paribas 113,942 10

10 - Robey Warshaw 112,160 1



13 7 Citi 26,881 13



16 22 BDT & Company 13,113 2

17 36 Deloitte 9,352 30

18 16 HSBC 6,978 4

19 30 Credit Agricole 6,438 10

20 56 Altium Capital 5,446 6


Number of Deals



3 12 Linklaters 134,658 24






9 109 Webber Wentzel 112,340 5

10 350 Bowman Gilfillan Africa Group 112,160 1

11 34 Stibbe 63,359 11



14 149 Loyens & Loeff 31,210 9

15 155 McDermott Will & Emery 30,305 4

16 44 White & Case 28,536 21


18 2 Allen & Overy 23,295 34




Number of Deals

1 3 KPMG 1,085 52


3 5 Deloitte 9,352 30

4 2 PwC 3,685 30


6 8 JPMorgan 155,784 21

7 4 Lazard 152,590 19

8 13 M&A International 152 18

9 6 EY 1,177 14


11 21 Citi 26,881 13

12 9 Rabobank 906 13




16 10 BNP Paribas 113,942 10



19 29 Vitale & Co 483 10



Number of Deals

1 2 Allen & Overy 23,295 34

2 1 DLA Piper 1,256 29

3 9 CMS 12,280 28




7 6 White & Case 28,536 21

8 17 Jones Day 4,550 20




12 11 Eversheds 5,105 14

13 49 Garrigues 10,345 13



16 96 Advokatfirman Lindahl 113 12

17 76 Stibbe 63,359 11

18 37 Kirkland & Ellis 13,685 11


20 40 Dentons 557 11

The financial adviser league tables by value and volume have been run from 01/01/2015 to the 31/12/2015, excluding lapsed and withdrawn deals.The tables are pan-European and are based on the following sectors: Consumer -retail, food and other.

The legal adviser league tables by value and volume have been run from 01/01/2015 to the 31/12/2015 and include lapsed and withdrawn deals.The tables are pan-European and are based on the following sectors: Consumer – retail, food and other.

ALL SECTORS30

DEAL DRIVERS – EMEA - TMT

TELECOMS, MEDIA & TECHNOLOGYOVERVIEW

M&A value in the TMT sector last year recorded its highest level since 2005 with €141bn, and the highest volume of deals on record, with 988 transactions. TMT was the third-highest performing sector in Europe, taking a 14% share of total M&A deal value. TMT deals also accounted for seven of the top 20 European deals.

The largest deal last year was the €16.7bn takeover of UK mobile operator, EE, by BT Group. This was followed by the €16.4bn sale of US cable television company, Cablevision Systems, to France’s telecommunications group, Altice, and NXP Semiconductor’s €14.3bn takeover of Freescale Semiconductors.

As total deal value rocketed, 18% higher yoy, the volume of deals also superseded 2014 by 1% leading to a total of 988, making it the most active year on record. A large number of technology deals contributed to the total.

Meanwhile, UK companies were involved in more TMT transactions than companies from any other country, accounting for 25% of total deal volume in the sector.

Telecoms Telecoms hardware saw an 11-fold increase in deal value compared to 2014. While the value of transactions stood at €1.9bn in 2014, that number had ballooned to €21bn 12 months later, even as deal volume only marginally increased from 42 in 2014 to 47 in 2015.

Technological convergence is driving consolidation among companies in the sector and 2015 included four deals with a value of more than €1bn, worth a total of €17.8bn. The largest deal in the telecoms hardware sub-sector was Nokia’s acquisition of a 79% stake in France-based supplier of telecoms high-tech equipment Alcatel-Lucent for €11.5bn. The deal gives Nokia access to Alcatel’s cloud computing and IP routing products.

Consolidation among European carriers has continued throughout 2015, including BT’s acquisition of UK mobile network provider EE for €16.7bn. Meanwhile, August

saw the announcement of an acquisition by a joint venture company owned by CK Hutchison and VimpelCom of Italian mobile operator Wind Telecomunicazioni for €10.9bn. The proposed €14bn merger of Telefonica UK with Hutchison Whampoa is currently the subject of an in-depth competition investigation by the European Commission as increased consolidation in the sector draws increased scrutiny.

2016 started buoyantly with a healthy amount of activity already in the works, especially cross-border. Deutsche Telekom may auction off its Dutch unit, T-Mobile Netherlands, while Italian transmission tower operator, Inwit, is reportedly attracting interest from domestic peer EI Towers and Spain’s Cellnex. In the UK, the largest telecoms infrastructure group, Arqiva, is in the midst of a strategic review.

Media M&A in the media sector, especially the B2B information market, has been buoyant, with large B2B data companies consolidating the market. Recent transactions include Verisk Analytics’ purchase of UK-based energy intelligence company Wood Mackenzie for €2.6bn. 2015 also saw Pearson’s sale of the FT Group to Japanese group, Nikkei, for €1.2bn and the sale of its 30% stake in The Economist Group to Italy-based investment group Exor for €406m.

At the same time, traditional media businesses are searching for growth via acquisitions as they look to re-invent their brands or buy digital businesses. German publisher Axel Springer’s acquisition of an 88% stake in Business Insider for €306m and ProSiebenSat.1 Media’s €235m purchase of Swedish online travel agency eTRAVELi are cases in point.

Technology Technology M&A enjoyed a blockbuster year across the board. Within this category, the semiconductor and fintech sub-sectors deservedly took much of the limelight.

Globally, the semiconductor market consolidated in 2015 as demand for chips increased and supply chains for device makers were simplified. European

companies acquired in this sub-sector include Netherlands-based NXP Semiconductors’ radio frequency power business, which was bought by Chinese private equity firm JAC Capital Management for €1.6bn and Intel’s purchase of Lantiq Deutschland for €338m. In the coming year a number of large semiconductor makers are expected to remain acquisitive as they seek cost savings in addition to access to new technologies.

Fintech remains a hot topic and last year saw considerable consolidation in the payments space, including the €1.1bn purchase of UK-based Skrill by Optimal Payments, and German e-commerce payments company Pay.On’s acquisition by ACI Worldwide for €180m.

The maturing venture capital culture in Europe includes the entrance of traditional financial institutions into the fintech area; Barclays and Visa have developed accelerator programmes for fintech start-ups. Meanwhile, late stage investments in such companies continue to increase in competitiveness. Indeed, overall the conditions for TMT dealmaking in 2016 look to be positive.

by Amy-Jo Crowley and Yining Su

31


TELECOMS, MEDIA & TECHNOLOGYTOP 15 ANNOUNCED DEALS FOR YEAR ENDING 31 DECEMBER 2015 (ANY EUROPEAN INVOLVEMENT)

Announced Date


05-Feb-15 P BT Group plc EE Limited Orange SA; and Deutsche Telekom AG 16,725

17-Sep-15 P Altice NV Cablevision Systems Corporation 16,380

02-Mar-15 C NXP Semiconductors NV Freescale Semiconductor Inc 14,274

24-Mar-15 P Hutchison Whampoa Limited Telefonica UK Limited Telefonica SA 14,089

15-Apr-15 C Nokia Oyj Alcatel-Lucent SA 11,493

06-Aug-15 P Hutchison 3G Italy Investments Sarl (JV) Wind Telecomunicazioni SpA; and 3 Italia Spa VimpelCom Ltd; and CK Hutchison Holdings

10,900

16-Nov-15 P Liberty Global Plc Cable & Wireless Communications Plc 8,054

20-May-15 P Altice SA Suddenlink Communications (70% stake) BC Partners Limited; and Canada Pension Plan Investment Board

7,001

02-Nov-15 P Activision Blizzard Inc King Digital Entertainment Plc Apax Partners LLP 4,326

07-May-15 P Abu Dhabi Investment Authority; Caisse de Depot et Placement du Quebec; GIC Private Limited; Canada Pension Plan Investment Board; and Banco BTG Pactual SA

Hutchison 3G UK Limited (32.98% stake) 4,190

07-Apr-15 C Permira; and Canada Pension Plan Investment Board Informatica Corporation 4,170

18-Feb-15 C Altice NV; and Numericable-SFR Numericable-SFR (20% stake) Vivendi SA 3,896

20-Sep-15 P Dialog Semiconductor Plc Atmel Corporation 3,742

22-Jul-15 P BMW AG; AUDI AG; and Daimler AG HERE Nokia Oyj 2,800

28-Jan-15 C CommScope Holding Company Inc TE Connectivity Ltd (broadband Network Solutions business unit)

TE Connectivity Ltd 2,644


25.1%

18.4%

12.1%5.1%

4.3%

8.5%

14.4%

9.8%2.3%

46.2%

9.6%

15.4%

10.3%

1.7%4.2%

4.9%

5.9%

1.8%

32


TELECOMS, MEDIA & TECHNOLOGYMIX OF DEALS BY GEOGRAPHIC REGION

VALUE VOLUME

UK & Ireland

German speaking

France

Italy

Iberia

Benelux

Nordic


Other

VALUE VOLUME

QUARTERLY TRENDS



Valu

e (€

m)

Volu

me


0

25

50

75

100

125

150

175

200

225

250

275


2009 2010 2011 2012 2013 2014 2015

0

5,000

10,000

15,000

20,000

25,000

30,000

35,000

40,000

45,000

50,000

55,000

60,000


2009 2010 2011 2012 2013 2014 2015

Quarter ended Quarter ended

33


TELECOMS, MEDIA & TECHNOLOGYFINANCIAL ADVISERS


LEGAL ADVISERS



Number of Deals

1 2 JPMorgan 80,360 25




5 52 HSBC 33,378 9



8 8 Barclays 30,929 14


10 14 Citi 27,485 15

11 - PJT Partners 26,305 8

12 7 Lazard 22,498 25

13 43 Moelis & Company 19,209 7





18 116 Guggenheim Partners 16,380 1

19 34 LionTree Advisors 15,430 4



Number of Deals




4 8 Shearman & Sterling 40,571 24




8 7 Mayer Brown 28,798 15

9 1 Allen & Overy 28,440 38




13 12 Linklaters 23,786 25

14 24 White & Case 23,685 32

15 3 Ropes & Gray 23,470 4

16 227 Covington & Burling 23,425 3



19 70 Wilson Sonsini Goodrich & Rosati 19,587 8



Number of Deals

1 4 EY 2,638 39

2 5 PwC 1,971 37



5 1 JPMorgan 80,360 25

6 7 Lazard 22,498 25


8 34 Altium Capital 725 24


10 6 Deloitte 3,524 18


12 29 Citi 27,485 15

13 2 KPMG 754 15


15 16 Barclays 30,929 14


17 20 Arma Partners 2,583 13


19 23 Jefferies 3,281 11

20 21 Mooreland Partners 252 11


Number of Deals

1 1 DLA Piper 2,576 45

2 3 Allen & Overy 28,440 38

3 14 CMS 1,066 38

4 9 Jones Day 10,247 37



7 7 White & Case 23,685 32

8 17 Taylor Wessing 903 29




12 16 Squire Patton Boggs 877 25


14 24 Noerr 3,187 21

15 48 Gide Loyrette Nouel 417 21


17 56 Travers Smith 4,506 19




The financial adviser league tables by value and volume have been run from 01/01/2015 to the 31/12/2015 and exclude 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.

The legal adviser league tables by value and volume have been run from 01/01/2015 to the 31/12/2015 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.

ALL SECTORSALL SECTORS34

DEAL DRIVERS – EMEA - TRANSPORTATION

Despite macro tensions emanating from southern Europe, where transportation, and especially the shipping sector, is considered a crucial area of business, deal volume was comparatively buoyant. Weakening capital markets acted as a trigger for shipping companies to look elsewhere to strengthen their capital and M&A became a more central focus.

Deal flow saw significant moves in the airport and shipping ports sub-sectors, which boosted overall activity across Europe. In all, transport deals comprised 3.6% of the volume and 2.8% of the value pie of European deals. Total deal value for transportation in 2015 was a bumper €28.46bn compared to €17.86bn in 2014.

Sector deal value travelled at top speed in Q2 2015 with €10.27bn worth of transactions taking place. The figure rose 111% from Q1 and also hit its highest level since 2010. The third quarter totalled €8.31bn, but the brakes went on in the fourth quarter, with the value of transactions reaching just €5.2bn amid concerns about volatile oil prices.

There were less than a handful of extra deals being struck in the last two quarters compared to last year – 119 compared to 115 in the same period the year before, but the value of individual transactions was higher. In the second half of 2015 deals were worth €13.32bn, versus €8.29bn in Q3 2014 and Q4 2014.

Logistics deals loomed large throughout 2015. The US’s FedEx Corporation’s takeover of Netherlands-based parcel delivery company, TNT Express, for €4.637bn was agreed in April, making it the largest transport deal of the year with a European target. European regulators eventually passed the deal in early 2016, three years after UPS failed in its own efforts to buy up the Netherlands-based player having been blocked on anti-trust concerns. FedEx’s successful capture of TNT, which the EU judged will not adversely affect European customers, will allow TNT to further spread its coverage on a more global level.

Norbert Dentressangle of France was another transportation and logistics company to come under the gaze of US suitors with Connecticut-based XPO Logistics acquiring the business for €3.24bn in April. The FedEx and XPO deals ended up as the year’s second and third largest deals in the sector last year, being topped only by France-based container shipping company CMA-CGM’s €4.637bn takeover of Singapore-listed Neptune Orient Lines in December.

But while some US players entered Europe, others feared the region was no longer able to offer solid returns. The sale of General Electric’s European automotive fleet business to French Arval Service Lease for €2.55bn was emblematic of foreign players’ urge to exit non-core sectors in Europe.

By contrast, Asian bidders also showed interest in European transport acquisitions in 2015. One example of this inbound drive last year was the ports sector. In September, China’s Cosco, along with China Merchants Holdings, bought into Turkey’s Fina Liman Hizmetleri Lojistik Denizcilik Ticaret ve Sanayi Anonim Sirketi by taking a 64.52% stake for €814m. Chinese companies saw south eastern European ports as an opportunity to enter the wider European market and create key logistical hubs.

The sale of 14 Greek regional airports to Germany’s Fraport AG consortium for €1.23bn was considered a flagship deal for the sector at the tail end of 2015 and boosted the year's overall M&A numbers. The requirements of Greece’s bailout memorandum gave the Greeks little wiggle room and represented a U-turn on privatisation for the leftist Greek government. Indeed, pressure from both creditors and the European Commission in central Europe continued to drive both state and private sector divestments not just in Greece but in much of the sector.

Private equity has not been deterred by a lack of short-term returns in the sector and could see more buys from sector specialist PEs and funds such as Oaktree

Capital Management and Canada Pension Plan Investment Board, which have both previously invested heavily in European shipping and ports.

South East European, Central and Eastern European countries will also continue to see more sell-offs of ports, airlines and railways as 2016 progresses, with Poland’s state-controlled airline PLL LOT being a case in point. Asian bidders are expected to pick up more non-core transportation assets on the block. Hong Kong-based Cosco’s bid for Piraeus Port Authority for €368.5m has been snapped up by the cash-starved Greeks already in early 2016.

Russian intermodal freight transport company, TransContainer, and Far East Shipping Company are discussing cooperation options, and Russian state corporation Rostec is expected to choose a strategic investor for Russian Helicopters in the next few months. The trend towards the privatisation of state transportation assets is likely to put Russia back on the map this year.

by Elaine Green

TRANSPORTATIONOVERVIEW

35


TRANSPORTATIONTOP 15 ANNOUNCED DEALS FOR YEAR ENDING 31 DECEMBER 2015 (ANY EUROPEAN INVOLVEMENT)

Announced Date


07-Dec-15 P CMA-CGM SA Neptune Orient Lines Limited 4,637

07-Apr-15 P FedEx Corporation TNT Express NV 4,056

28-Apr-15 C XPO Logistics Inc Norbert Dentressangle SA 3,240

30-Jul-15 P HNA Group Co Ltd Swissport International Ltd PAI Partners SAS 2,566

04-Nov-15 C Arval Service Lease SA General Electric Company (European fleet services business)

General Electric Company 2,548

31-Mar-15 C Canada Pension Plan Investment Board; and Hermes Infrastructure

Associated British Ports Holdings Limited (33.33% stake)

Infracapital Partners LP; and GS Capital Partners 2,199

02-Jul-15 C Frontline Ltd Frontline 2012 Ltd Hemen Holding Limited 1,929

23-Sep-15 P BBA Aviation Plc Landmark Aviation The Carlyle Group 1,849

14-Dec-15 P Copelouzos Group; and Fraport AG 14 Greece based regional airports Hellenic Republic Asset Development Fund 1,234

09-Oct-15 P DSV A/S UTi Worldwide Inc 1,198

13-Jul-15 C Oaktree Capital Management LP TORM A/S (61.99% stake) 899

26-May-15 C International Consolidated Airlines Group SA Aer Lingus Plc Ryanair Holdings Plc; and Etihad Airways 817

16-Sep-15 P COSCO Pacific Limited; China Merchants Holdings (International) Company Limited; and China Investment Corporation

Fina Liman Hizmetleri Lojistik Denizcilik Ticaret ve Sanayi Anonim Sirketi (64.52% stake)

Fina Holding AS 814

04-Mar-15 C Caisse de Depot et Placement du Quebec; and Hermes Infrastructure

Eurostar International Limited (40% stake) Government of UK 807

18-Jun-15 C Coser Family; Antonio Pargana (Private Investor); Fernando Camargo (Private Investor); and Bernardo Camargo (Private Investor)

BRISA – Concessao Rodoviaria SGPS SA (30% stake)

Brisa-Auto Estradas de Portugal SA 770


18.9%

12.5%

9.5%

6.9%9.5%

9.9%

14.2%

14.7%

3.9%

17.1%

11.7%

21.4%10.9%

3.9%

15.5%

7.1%

5.1%

7.3%

0

2,000

4,000

6,000

8,000

10,000

12,000

14,000

16,000

18,000


2009 2010 2011 2012 2013 2014 2015

36


TRANSPORTATIONMIX OF DEALS BY GEOGRAPHIC REGION

VALUE VOLUME

UK & Ireland

German speaking

France

Italy

Iberia

Benelux

Nordic


Other

QUARTERLY TRENDS

VALUE VOLUME

Valu

e (€

m)

Volu

me




Quarter ended

0

10

20

30

40

50

60

70

80


2009 2010 2011 2012 2013 2014 2015

Quarter ended

37


TRANSPORTATIONFINANCIAL ADVISERS


LEGAL ADVISERS



Number of Deals

1 6 JPMorgan 16,330 6

2 24 Citi 9,649 6





7 5 Lazard 5,226 4



10 93 HSBC 5,037 2


12 - RBC Capital Markets 4,684 4

13 - Messier, Maris et Associes 4,637 1



16 88 Danske Bank Corporate Finance 2,623 3

17 83 Barclays 2,203 2

18 - Gleacher Shacklock 2,199 1

19 34 Pareto Securities 1,929 1



Number of Deals

1 - Sullivan & Cromwell 9,642 4

2 3 Allen & Overy 7,435 8

3 - Skadden Arps Slate Meagher & Flom 6,523 3



6 1 White & Case 5,127 8



9= - Allen & Gledhill 4,637 1

9= - Shook Lin & Bok Singapore 4,637 1

9= 81 Willkie Farr & Gallagher 4,637 1

9= - WongPartnership 4,637 1


14 94 NautaDutilh 4,056 2

15 7 Bredin Prat 3,240 2

16= - Darrois Villey Maillot Brochier 3,240 1

16= - Flichy Grange Avocats 3,240 1

16= 33 Wachtell, Lipton, Rosen & Katz 3,240 1




Number of Deals


2 3 PwC 767 8

3 4 Deloitte 372 8




7 5 EY 1,211 7


9 13 JPMorgan 16,330 6

10 43 Citi 9,649 6


12 23 UniCredit Group 875 6



15 8 ING 279 5

16 1 KPMG 42 5

17 6 Lazard 5,226 4





Number of Deals


2 14 Allen & Overy 7,435 8

3 1 White & Case 5,127 8




7 21 CMS 1,078 6

8 33 Cuatrecasas, Goncalves Pereira 621 6



11 - Moalem Weitemeyer Bendtsen 2,050 5

12 5 Eversheds 842 5

13 - Sullivan & Cromwell 9,642 4


15 4 DLA Piper 2,574 4

16 61 Jones Day 1,909 4

17 22 Wikborg Rein & Co 5 4

18= 87 De Breij Evers Boon - 4

18= 18 Schjodt - 4


The financial adviser league tables by value and volume have been run from 01/01/2015 to 31/12/2015, excluding lapsed and withdrawn deals. The tables are pan-European and cover the Transportation sector.

The legal adviser league tables by value and volume have been run from 01/01/2015 to the 31/12/2015 and include lapsed and withdrawn deals. The tables are pan-European and cover the Transportation sector.

ALL SECTORS

DEAL DRIVERS – EMEA - PHARMA, MEDICAL & BIOTECH

38

PHARMA, MEDICAL & BIOTECHOVERVIEW

The pattern of European healthcare M&A deal value and volume was predictably similar to previous years, with a typical hike in Q2 after a stable first quarter, until the heavyweight Pfizer-Allergan merger announcement in November arrived with its hefty €172.6bn valuation.

The transaction topped the M&A charts with the second-placed global deal of the year lagging €60bn behind – the €112bn tie-up between Anheuser-Busch InBev and SABMiller in the consumer sector, also announced in November. The Pfizer-Allergan merger gave the UK and Ireland region a hefty 90% slice of the European value pie chart for the sector.

As for market sentiment, the news of a Pfizer-Allergan deal resulted in unexpectedly stable trading volumes on the stock exchange across the Atlantic, evidencing investor caution that the US government could intervene to halt the deal on the basis of tax inversion rules. Management at both companies, however, which had clearly done their homework, were resting safe in the knowledge that 2016 would be focused on maximising efficiencies and integrating the operations of the newly wedded pharma giants.

The tax inversion deal between Pfizer and Ireland-headquartered Botox specialist, Allergan, was more than just a way for the former to avoid paying burdensome US tax rates by domiciling to a lower tax regime. While it was a strategic move to repatriate €1.8bn in overseas cash without having to pay a large tax bill, it was also geared at replenishing Pfizer’s pipeline with a fresh array of therapeutic areas including eye care and neuroscience among others, and a means to add cash generative, ‘difficult-to-copy’ drugs in the form of biosimilars and speciality products in ‘hot’ segments such as dermatology and medical aesthetics.

Unlike other proposed tax inversion deals, which have not been completed due to rule changes by US policy makers – such as the AbbVie-Shire merger which resulted in the payment of a €1.5bn break fee to Shire, or even Pfizer’s unsolicited approach for UK-based AstraZeneca in 2014 – the structure

of the Pfizer-Allergan transaction offered little scope for the US Treasury to block it on the basis of tax inversion rules. The US Treasury’s inversion rules apply when a US company owns 60% or more of a combined foreign-domiciled entity upon completion of the merger. In this case Dublin-based Allergan will own approximately 43% of the combined entity while Pfizer will own approximately 57%.

And while this may offer inspiration to any other US company looking to undertake a transatlantic deal on a similar basis, the lack of feasible European targets in the pharma, medtech or biotech sectors is likely to temper megadeal volume in the coming year.

However, we expect large players to continue to rationalise portfolios either through outright disposals, such as Allergan’s divestment of its generics business to Israeli company Teva in July for €36.9bn, or through asset swaps, as French pharma player Sanofi did with its animal healthcare division worth a neat €11.4bn in exchange for Boehringer Ingelheim’s consumer healthcare business and a cash payment from Boehringer Ingelheim to Sanofi of €4.7bn.

Among the top 15 deals of the year, the majority fall within the €1.5 – €4.7bn range, completed by large players and evidencing that market leaders are scooping up young companies and technologies to build value to their core offerings. Specialisation in core areas through stake investments such as AstraZeneca’s €2.3bn upfront payment for a 55% stake in US-based Acerta, facilitates smaller players becoming more attractive targets or enables larger players to have extra leverage in market penetration. The Acerta deal provides AstraZeneca with acalabrutinib, a Bruton's tyrosine kinase (BTK) inhibitor which is an upgraded version of Pharmacyclics’ cancer drug Imbruvica (Ibrutinib). Pharmacyclics now belongs to AbbVie, which it acquired in Q1 2015 in a €17.2bn deal.

Similarly, Shire’s acquisitions of Dyax Corporation and NPS Pharmaceuticals, for €4.7bn and €4.2bn respectively,

complement its existing orphan disease pipeline, while Irish biopharmaceutical company Mallinckrodt’s acquisition of Ikaria for €2bn provided it with a footprint in the hospital market and expanded its reach into the neonatal critical care niche.

As a wave of private equity portfolio companies are expected to come to market, strategics with solid cash piles will be positioning themselves to secure well-rounded assets that have undergone reorganisation and bolt-on buys under the aegis of such sponsors. Going forward, we will likely see more transactions such as Endo International’s acquisition of US-based Par Pharmaceutical from TPG Capital in May for €7.1bn.

European big pharma, especially France’s Sanofi, may scout the US market for M&A opportunities in the same way as AstraZeneca did with its acquisition of US-based ZS Pharma for €1.9bn in December last year.

As the era of mega-mergers closes off in Europe, deal volume is expected to remain similar or even increase compared to the last three years as mid-market companies will necessarily need to maintain market positioning through M&A or stake investments.

by Mintoi Chessa-Florea

39


PHARMA, MEDICAL & BIOTECHTOP 15 ANNOUNCED DEALS FOR YEAR ENDING 31 DECEMBER 2015 (ANY EUROPEAN INVOLVEMENT)

Announced Date


23-Nov-15 P Pfizer Inc. Allergan plc 172,639

27-Jul-15 P Teva Pharmaceutical Industries Ltd Allergan plc (Generics business) Allergan plc 36,902

24-Apr-15 L Mylan NV Perrigo Company plc 32,609

18-May-15 C Endo International plc Par Pharmaceutical Holdings Inc TPG Capital LP 7,142

02-Nov-15 P Shire Plc Dyax Corp 4,707

11-Jan-15 C Shire Plc NPS Pharmaceuticals Inc 4,191

17-Dec-15 P AstraZeneca Plc Acerta Pharma BV (55% stake) 3,641

08-Sep-15 C Concordia Healthcare Corp Amdipharm Mercury Company Limited Cinven Partners LLP 3,155

28-Jul-15 P Hikma Pharmaceuticals Plc Roxane Laboratories Inc Boehringer Ingelheim Pharmaceuticals Inc 2,399

08-Sep-15 L Horizon Pharma plc Depomed Inc 2,142

05-Mar-15 C Mallinckrodt plc Ikaria Inc Madison Dearborn Partners LLC 2,081

06-Nov-15 C AstraZeneca Plc ZS Pharma Inc 1,909

22-Jun-15 C CVC Capital Partners Limited; Temasek Holdings Pte Ltd; and Vatera Healthcare Partners LLC

Alvogen Inc Pamplona Capital Management LLP 1,791

25-Jun-15 C Cinven Partners LLP synlab Services GmbH BC Partners Limited 1,700

17-Jun-15 C Allergan plc Kythera Biopharmaceuticals Inc 1,606


23.2%

18.7%

13.7%

7.0%

6.2%

9.7%

13.4%

1.5%6.6%

90.0%

2.7%

2.2%1.4%0.5%

1.2% 1.5%0.2%

0.3%

0

10

20

30

40

50

60

70

80

90

100

110

120

130


2009 2010 2011 2012 2013 2014 2015

0

20,000

40,000

60,000

80,000

100,000

120,000

140,000

160,000

180,000


2009 2010 2011 2012 2013 2014 2015

40


PHARMA, MEDICAL & BIOTECHMIX OF DEALS BY GEOGRAPHIC REGION

VALUE VOLUME

UK & Ireland

German speaking

France

Italy

Iberia

Benelux

Nordic


Other

QUARTERLY TRENDS

VALUE VOLUME



Valu

e (€

m)

Volu

me



41


PHARMA, MEDICAL & BIOTECHFINANCIAL ADVISERS


LEGAL ADVISERS



Number of Deals

1 3 JPMorgan 223,495 14



4 11 Centerview Partners 180,554 4


6 - Guggenheim Partners 173,361 3

7 14 Barclays 48,627 8

8 9 Greenhill & Co 37,084 3


10 18 Jefferies 11,504 13

11 17 Rothschild 10,995 34

12 8 Citi 9,941 7

13 100 Houlihan Lokey 8,194 3

14 7 Lazard 6,734 13


16 62 Leerink Partners 4,383 2

17 - Bourne Partners Securities 4,262 2





Number of Deals





5 22 A&L Goodbody 214,494 12



8 9 Davies Ward Phillips & Vineberg 209,541 2


10 5 Arthur Cox 208,830 7


12 46 White & Case 182,741 21



15 67 Willkie Farr & Gallagher 173,811 8





20 195 NautaDutilh 38,018 9


Number of Deals


2 4 PwC 784 23


4 3 KPMG 783 16

5 8 JPMorgan 223,495 14

6 13 Jefferies 11,504 13

7 6 Lazard 6,734 13

8 7 Deloitte 1,202 12

9 2 EY 1,493 11


11 17 Barclays 48,627 8


13 12 Citi 9,941 7

14 64 Lincoln International 196 7

15 23 DC Advisory 80 7

16 9 BDO 10 6






Number of Deals


2 3 CMS 2,467 24

3 16 White & Case 182,741 21

4 2 DLA Piper 2,027 18





9 5 Jones Day 4,626 13

10 15 Allen & Overy 2,908 13

11 18 A&L Goodbody 214,494 12

12 45 Cooley 4,401 12

13 13 Dechert 2,034 12


15 31 Loyens & Loeff 228 11



18 6 Covington & Burling 5,425 10



The financial adviser league tables by value and volume have been run from 01/01/2015 to the 31/12/2015, excluding lapsed and withdrawn deals. The tables are pan-European and are based on the following sectors: Biotechnology; Medical; and Pharmaceuticals.

The legal adviser league tables by value and volume have been run from 01/01/2015 to the 31/12/2015 and include lapsed and withdrawn deals.The tables are pan-European and are based on the following sectors: Biotechnology; Medical; and Pharmaceuticals.

ALL SECTORS

DEAL DRIVERS – EMEA - CONSTRUCTION

42

CONSTRUCTIONOVERVIEW

The construction and building materials sector in EMEA saw a solid year of deal flow in 2015 underpinned by sales of cement and aggregates assets.

Sector deal volume was among the highest since 2008, while value in 2015 was 38% lower with €27.1bn compared to the post-crisis record-high of €43.9bn in 2014, which largely stemmed from the fallout of the mega-merger between two of Europe’s biggest building materials companies, Switzerland-based Holcim and France's Lafarge.

Out of the sector’s 244 announced deals in 2015, three large-cap transactions above the €6bn-mark spearheaded overall activity. Deals involving cement assets featured heavily in the sector’s leading acquisitions, largely due to divestments stipulated by regulatory authorities in the Holcim/Lafarge merger. Ireland-based construction materials group CRH was one company that capitalised on the merger fallout through its €6.5bn acquisition of cement assets. The deal will allow CRH to expand geographically as the assets included in the deal are spread out across Europe, including in Germany, France, the UK, Hungary, Romania, Serbia and Slovakia. Including this deal and further acquisitions and investment transactions in 2015, CRH’s total development spend for the year came to approximately €8bn.

To fund acquisitions, CRH also made divestments which amounted to approximately €1bn. These included the group’s clay and concrete product operations in the UK and several additional divestments across Europe and the Americas. In EMEA, the group’s heavyside business completed several divestments in 2015, the largest of which was the disposal of CRH's 25% equity stake in its Israeli operation Mashav.

Boosted by the CRH/Holcim and Lafarge assets deal, France took the lion’s share of total European M&A value in construction with €8.2bn of disclosed deals, amounting to 30.1% of total European deal value, generated by 37 deals. The momentum in cement deals is likely to continue in 2016,

driven largely by the ripple effect of the Lafarge-Holcim merger.

With a 27.2% share, the Central and Eastern Europe region generated the second highest construction deal value in 2015. The region, which witnessed healthy deal value of €7.4bn from 28 deals across the region, included several deals in the Czech Republic adding up to more than €56m. However, the region’s deal value was boosted by the year’s leading €6.6bn acquisition of Stroygazconsulting Group – a major Russian contractor specialising in the construction of oil, gas and condensate fields, compressor stations and trunk pipelines – by Russian bank Gazprombank and Russia-based independent private investment group United Capital Partners Advisory from a private investor.

Another table-topping cement deal was the €6.1bn announced acquisition of Italian cement group, Italcementi, by German integrated manufacturer of building materials, HeidelbergCement. In July, HeidelbergCement agreed to purchase a 45% stake in Italcementi at €10.60 per share for cash and shares. Following a reported closing for the acquisition in 2016, HeidelbergCement will launch a mandatory public takeover offer to all remaining shareholders of Italcementi. Italcementi operates a portfolio of assets across 22 countries including strong market positions in France and Italy. Following deal close, HeidelbergCement targets minimum run-rate synergies of €175m by 2018, of which almost 30% should already be delivered in 2016.

Bolstered by the HeidelbergCement/Italcementi deal, Italy took a 22.8% chunk of total EMEA construction deal value in 2015. The country announced 12 deals with a total deal value of €6.2bn.

Another deal in cement and aggregates featuring in the largest deals for the sector in 2015 included the €479m acquisition of UK-based Hope Construction Materials by Breedon Aggregates England which ties in with Breedon's strategy of continuing to grow through consolidation of the UK heavyside building materials industry.

However, the Breedon/Hope acquisition was not enough to bump up deal value in the UK and Ireland, which remained considerably low compared to other territories within Europe, generating just €939m despite the region having the second largest amount of deal flow in the sector in Europe with 18% of total deals, after the Nordics at 20.9%. The region’s performance within the construction sector went against the geographic tide of total European deal flow for all sectors, which saw the UK and Ireland generating over half of total European deal value in 2015 with a 57.8% share of the €1 trillion total.

While the construction sector maintained a solid performance for the first three quarters of 2015 with a strong Q1 2015 generating €10.2bn in European targets, the tail end of the year witnessed a decline with Q4 2015 deal value in the sector falling sharply to €1.4bn. Industry observers have pointed to fears over Eurozone growth prospects, a UK referendum on EU membership and Greece’s ongoing fragile position, as contributing factors.

by Sonia Kalsi

43


CONSTRUCTIONTOP 15 ANNOUNCED DEALS FOR YEAR ENDING 31 DECEMBER 2015 (ANY EUROPEAN INVOLVEMENT)

Announced Date


16-Apr-15 C Gazprombank OAO; and United Capital Partners Advisory OOO

Stroygazconsulting Limited Liability Company 6,585

02-Feb-15 C CRH Plc Holcim Ltd and Lafarge SA (Certain assets) Lafarge SA; and Holcim Ltd 6,500

28-Jul-15 P HeidelbergCement AG Italcementi SpA Italmobiliare spa 6,046

13-Feb-15 C Qatar Investment Authority Vinci SA (5.33% stake) Comet Luxembourg Holding SARL 1,619

16-Feb-15 C OCI NV (Shareholders) Orascom Construction Limited OCI NV 1,358

30-Apr-15 C Kaba Holding AG DORMA Holding GmbH + Co KGaA Mankel/Brecht-Bergen Family 1,164

27-Aug-15 P CRH Plc CR Laurence Co Inc 1,135

13-Jan-15 C Mohawk Industries Inc IVC NV Filip Balcaen (Private Investor) 1,016

17-Aug-15 P Birla Corporation Lafarge India Pvt Ltd (Jojobera and Sonadih cement business)

Lafarge SA 692

29-Mar-15 C Jardine Cycle & Carriage Limited Siam City Cement Public Company Ltd (24.9% stake) Thai Roc-Cem Company Limited 566

22-Jul-15 C CRH Plc; and Aboitiz Equity Ventures Inc Lafarge SA (Cement operations in Philippines) Lafarge SA 488

18-Nov-15 P Breedon Aggregates England Limited Hope Construction Materials Limited Cortolina Investments Sarl 479

23-Oct-15 P PGGM NV; Universities Superannuation Scheme Limited; and OPSEU Pension Trust

GlobalVia Infrastructuras SA Fomento de Construcciones y Contratas SA; and Bankia SA

420

01-Jul-15 L Khazanah Nasional Berhad GlobalVia Infrastructuras SA Fomento de Construcciones y Contratas SA; and Bankia SA

420

17-Apr-15 C Summit Materials Inc Lafarge North America (Davenport Assets) Lafarge SA 420


30.0%

22.8%

2.2%

5.8%

3.2%

27.2%

3.5%5.2%

0.1%

18.0%

14.8%

15.2%4.9%4.5%

8.2%

20.9%

11.5%2.0%

44


CONSTRUCTIONMIX OF DEALS BY GEOGRAPHIC REGION

VALUE VOLUME

UK & Ireland

German speaking

France

Italy

Iberia

Benelux

Nordic


Other

QUARTERLY TRENDS

VALUE VOLUME



Valu

e (€

m)

Volu

me


Quarter ended

0

10

20

30

40

50

60

70

80

90


2009 2010 2011 2012 2013 2014 2015

0

5,000

10,000

15,000

20,000

25,000

30,000

35,000


2009 2010 2011 2012 2013 2014 2015

Quarter ended

45


CONSTRUCTIONFINANCIAL ADVISERS


LEGAL ADVISERS



Number of Deals



3 16 JPMorgan 6,920 3



6= - Davy Corporate Finance 6,500 1

6= - Goodbody Corporate Finance 6,500 1

6= 25 Sycomore Corporate Finance 6,500 1

6= 9 UBS Investment Bank 6,500 1


11 11 HSBC 4,608 2




15 13 Zaoui & Co 3,250 1


17 4 Citi 2,707 6

18 14 Barclays 2,366 2

19 82 Rabobank 1,358 2

20 - EFG-Hermes Holding 1,358 1


Number of Deals


2 - Gleiss Lutz 7,464 4

3 66 Schoenherr Rechtsanwaelte 6,891 3

4 92 Jones Day 6,592 7

5 - Dechert 6,585 1

6 - Demarest 6,500 2

7= - ARQIS 6,500 1

7= 35 Arthur Cox 6,500 1

7= 76 Morgan Lewis & Bockius 6,500 1

7= 190 Pinheiro Neto Advogados 6,500 1

7= 20 Shearman & Sterling 6,500 1

7= - Tozzini Freire Teixeira e Silva Advogados 6,500 1

13= - Hengeler Mueller 6,046 1

13= - Studio legale Sabelli 6,046 1


16 9 Homburger 4,414 2



19 4 Blake, Cassels & Graydon 3,250 1

20 13 Allen & Overy 3,228 6


Number of Deals

1 2 PwC 422 24

2 8 EY 224 8

3 7 KPMG 176 8


5 11 Citi 2,707 6




9 1 Deloitte 98 4

10 113 Lincoln International 75 4

11 - Global M&A Partners 44 4

12 15 M&A International - 4

13 14 JPMorgan 6,920 3


15 6 Lazard 569 3

16 31 ING 117 3

17 21 Degroof Petercam - 3


19 43 HSBC 4,608 2



Number of Deals


2 61 Jones Day 6,592 7

3 2 DLA Piper 75 7


5 3 Allen & Overy 3,228 6

6 5 Pinsent Masons 90 6

7 6 Clifford Chance 686 5


9 - Gleiss Lutz 7,464 4


11 - KPMG Abogados 431 4

12 37 Bech-Bruun 148 4

13 68 Wiersholm 106 4

14 138 Wikborg Rein & Co 86 4

15 - Alcya Conseil 24 4

16 - AKD lawyers & civil law notaries 14 4

17 196 Schjodt 8 4

18 14 Selmer - 4

19 101 Schoenherr Rechtsanwaelte 6,891 3


The financial adviser league tables by value and volume have been run from 01/01/2015 to the 31/12/2015, excluding lapsed and withdrawn deals. The tables are pan-European and are based on the following sectors: Construction.

The legal adviser league tables by value and volume have been run from 01/01/2015 to the 31/12/2015 and include lapsed and withdrawn deals.The tables are pan-European and cover on the following sectors: Construction.

ALL SECTORS

DEAL DRIVERS – EMEA - THE MIDDLE EAST & NORTH AFRICA

46

THE MIDDLE EAST & NORTH AFRICAOVERVIEW

MENA bucked the trend amid a global high in M&A activity. Strong headwinds from political unrest in parts of the region and oil price volatility contributed to a slowdown in deal volume by 22% year-on-year to 93 deals. Deal value also declined by 33% to €12.8bn compared to 2014.

Within the MENA region, the UAE continued to pose the strongest draw for investors accounting for 29% of total MENA deal volume, and a slew of targets across the healthcare, energy and industrial & chemicals sectors.

For the region as a whole, the busiest sectors were industrial & chemicals and the pharma, medical and biotech, with a share of 15.4% and 13.2% of total deal volume. The top MENA deal took place in the industrial & chemicals sector, with The Dow Chemical Company divesting Dubai-based petrochemicals manufacturer MEGlobal International to Kuwaiti EQUATE Petrochemical Company for €2.9bn in December.

Amid tumbling oil prices, energy assets continued to change hands in the UAE, Egypt and Oman, resulting in the sector making up the largest share of total M&A with 33.2%. In June, the Emirates National Oil Company (ENOC) snapped up a 46.1% stake in UAE-based but Ireland and UK-listed Dragon Oil for €2.5bn. More deals took place in the first half of the year, when the UAE awarded the highly anticipated ADCO Onshore concessions to two Asian bidders: a 5% stake to Japan’s INPEX Corporation for €1bn, and a 3% to South Korean GS Energy Corporation for €629m.

With oil is trading at record-lows and some small sector-related companies on the brink, the expectation is also to see more M&A in distressed situations in 2016. The low cost of fuel has also affected the global aviation industry, increasing profit margins for carriers. As airlines continue vying for market share, UAE low-cost carrier Air Arabia took a 49% stake in Petra Airlines, bringing it closer to European routes with a new hub in Amman.

Meanwhile, Saudi Arabian Airlines Corporation continued to privatise assets with PrivatAir Saudi Arabia acquiring a 30% stake in Saudia Private Aviation Company for an undisclosed sum, with the aim of restructuring the corporate traveller business, including expanding and upgrading its fleet.

In North Africa, Egypt made a notable return to pre-Arab Spring levels of M&A with a 53% increase in deal volume to 23 deals and a yoy jump in deal value from €665m to €1.8bn, signalling increasing market stability after political turmoil.

A major deal took place in the construction sector, which has long been considered the backbone of MENA M&A. Netherlands-based OCI demerged Egyptian Orascom Construction for €1.4bn in a bid to restructure by separating the construction and engineering arm from its fertiliser business.

Apart from construction, targets in the healthcare and consumer sectors attracted attention from both private equity firms and strategic buyers, much of it based on the promise of Egypt’s population growth. For example, included in Valeant’s €733m bid to buy Amoun Pharmaceuticals is a manufacturing plant that will enable the Canadian drugmaker to significantly expand its operations in the MENA region.

M&A in the healthcare sector is being driven across the whole region by the need for quality healthcare services sparked by aging populations, demand for hospital beds and the prevalence of non-communicable diseases such as diabetes and cardiovascular diseases, and is resulting in plenty of small-to-mid scale activity.

Notable deals in 2015 include four acquisitions by the UAE’s integrated healthcare provider NMC Health for a total of €410m, among them the 51% stake in Fakih IVF Group for €178m. Two UAE-based medical companies also made acquisitions in the medical sector in Saudi Arabia,

totalling €262m. Among them UAE-listed healthcare and education company, Amanat Holdings, acquired through an affiliate a 35% beneficial interest in Saudi Arabia’s extended care company Sukoon International Holding for €44m.

While the region continues to face political instability and a fragile oil price, M&A in the MENA region is poised to pick up in 2016 after a slower 2015. MENA businesses have increasingly taken advantage of foreign private equity over the past two years. In Egypt for example, UK-based Helios Investment Partners, the Egyptian-American Enterprise Fund and the MENA Long-Term Value Fund took an 85% stake for €77m in Fawry Banking & Payment Technology Services. The Egyptian e-payment start-up already operates a network of over 50,000 collection points in 300 cities and suburbs, and now intends to focus on regional expansion beyond the local market.

The technology segment in Kuwait also received a welcome cash injection from Germany-based start-up incubator Rocket Internet which is looking to grow market share in online services in the Middle East. Rocket acquired Talabat, a Kuwait-based provider of online and mobile food delivery services, for €150m.

With a growing population in mind, the consumer foods and healthcare sectors are expected to be particularly dominant in 2016 and beyond, especially in the UAE, Saudi Arabia and Egypt.

47


THE MIDDLE EAST & NORTH AFRICATOP 15 ANNOUNCED DEALS FOR YEAR ENDING 31 DECEMBER 2015 – MIDDLE EAST & NORTH AFRICA ALL SECTORS

Announced Date

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

14-Oct-15 P Al Noor Hospitals Plc Medi-Clinic Corporation Ltd Pharma, Medical & Biotech

10,001

23-Dec-15 C EQUATE Petrochemical Company KSC MEGlobal International FZE Industrials & Chemicals The Dow Chemical Company; and Petrochemical Industries Company KSC

2,927

22-Dec-15 P Qatar National Bank Finansbank AS (99.81% stake) Financial Services National Bank of Greece SA 2,750

09-Dec-15 P Accor SA FRHI Hotels & Resorts Leisure Kingdom Holding Company; Oxford Properties Group; and Qatar Investment Authority

2,647

15-Jun-15 C Emirates National Oil Company Limited Dragon Oil Plc (46.1% stake) Energy, Mining & Utilities 2,516

29-Apr-15 P Abu Dhabi Investment Authority Grand Hyatt Hong Kong (50% stake); Renaissance Harbour View (50% stake); and Hyatt Regency Tsim Sha Tsui (50% stake)

Leisure New World Development Co Ltd 2,187

26-May-15 C Veritas Capital Standard Aero Holdings Inc Industrials & Chemicals Dubai Aerospace Enterprise 1,912

13-Feb-15 C Qatar Investment Authority Vinci SA (5.33% stake) Construction Comet Luxembourg Holding SARL 1,619

22-Sep-15 P Saudi Arabian Oil Co Lanxess AG (Synthetic rubber business) (50% stake)

Industrials & Chemicals Lanxess AG 1,550

16-Feb-15 C OCI NV (shareholders) Orascom Construction Limited Construction OCI NV 1,358

27-Apr-15 C Inpex Corporation ADCO Onshore Concession (5% stake)

Energy, Mining & Utilities Abu Dhabi National Oil Company 1,012

13-Jul-15 C Sheikh Hamad Bin Jassim Bin Jabr al-Thani (private investor)

El Corte Ingles SA (10% stake) Consumer 1,000

28-Jan-15 C M1 Group Ltd; and L Capital Asia LLC Pepe Jeans SL (58.9% stake) Consumer Torreal SCR SA; L Capital Management SAS; and Arta Capital SGECR SA

900

09-Jun-15 C Qatar Investment Authority HK Electric Investments Limited (16.53% stake)

Financial Services Power Assets Holdings Limited 888

17-Jul-15 P Valeant Pharmaceuticals International Inc

Amoun Pharmaceuticals Industries Co SAE


Citi Venture Capital International; Capital International Inc; and Concord International Investment Group LP

733


2.8%

23.6%

6.3%

0.6%

2.8%

33.2%

0.7%0.3%

12.6%

11.6%

5.5%9.9%

13.2%

8.8%

5.5%

5.5%

3.3%3.3%

1.1%

8.8%

13.2%

12.1%

15.3%

0

5

10

15

20

25

30

35

40


2009 2010 2011 2012 2013 2014 2015

0

1,000

2,000

3,000

4,000

5,000

6,000

7,000

8,000


2009 2010 2011 2012 2013 2014 2015

48


THE MIDDLE EAST & NORTH AFRICAMIX OF DEALS BY INDUSTRY SECTOR

VALUE VOLUME

QUARTERLY TRENDS

VALUE VOLUME

Valu

e (€

m)

Volu

me


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



Industrials & Chemicals

Financial Services

Business Services

Consumer

Energy, Mining & Utilities

TMT

Leisure

Transportation


Construction

Real Estate

Agriculture

49


THE MIDDLE EAST & NORTH AFRICAFINANCIAL ADVISERS



LEGAL ADVISERS

The legal adviser league tables by value and volume have been run from 01/01/2015 to 31/12/2015 and include lapsed and withdrawn deals. The tables are based on dominant bidder, target or vendor geography being the Middle East and North Africa excluding Israel, and cover all sectors.


Number of Deals

1 2 Allen & Overy 6,171 22




5 8 White & Case 7,820 11



8 20 Matouk Bassiouny 1,046 7


10 16 King & Spalding 558 5

11 14 Norton Rose Fulbright 385 5




15 - Zaki Hashem & Partners 1,532 4



18 112 Ashurst 10,932 3

19 - Arthur Cox 3,427 3


The financial adviser league tables by value and volume have been run from 01/01/2015 to 31/12/2015, excluding lapsed and withdrawn deals. The tables are based on dominant bidder, target or vendor geography being the Middle East and North Africa excluding Israel, and cover all sectors.


Number of Deals




4 111 Ashurst 10,932 3


6 112 Cliffe Dekker Hofmeyr 10,012 2


8= 50 Cravath, Swaine & Moore 10,001 1

8= - ENSafrica 10,001 1

10 9 White & Case 7,820 11

11 10 Allen & Overy 6,171 22



14 - Arthur Cox 3,427 3


16 - Borden Ladner Gervais 3,167 2

17 20 Loyens & Loeff 2,927 1

18 - Verdi Law Firm 2,838 2


20= 56 Sullivan & Cromwell 2,750 1

20= 144 Yegin Ciftci Attorney Partnership (YCAP) 2,750 1


Number of Deals


2 1 EY 2,742 10

3 2 HSBC 4,874 8


5 11 Citi 4,490 7

6 7 JPMorgan 6,070 6


8 9 PwC 168 6



11 4 Barclays 3,911 4

12 10 EFG-Hermes Holding 1,495 4

13 22 Evercore Partners 391 4

14 46 CI Capital Holding 263 4

15 3 KPMG 59 4



18 25 Lazard 411 3

19 - Rand Merchant Bank 10,234 2

20 28 Jefferies 10,001 2


Number of Deals




4 - Rand Merchant Bank 10,234 2

5 47 Jefferies 10,001 2


7 1 JPMorgan 6,070 6


9 5 HSBC 4,874 8

10 2 Citi 4,490 7

11 3 Barclays 3,911 4

12 37 QNB Capital 2,750 1

13 18 EY 2,742 10

14 - Zaoui & Co 2,647 1

15= - Davy Corporate Finance 2,516 1

15= - Nomura Holdings 2,516 1

17 - Centerview Partners 2,399 1


19 31 EFG-Hermes Holding 1,495 4

20 - Rabobank 1,358 1


MERRILL DATASITE





merrillcorp.com


20TECHNOLOGY AWARDS

IN THE PAST 8 YEARS

4,994VIRTUAL DATA


IN 2014

31,000+


35,000+


SINCE 2003



MERRILL DATASITE





merrillcorp.com


20TECHNOLOGY AWARDS

IN THE PAST 8 YEARS

4,994VIRTUAL DATA


IN 2014

31,000+


35,000+


SINCE 2003


52


Merrill DataSite (Division of Merrill Corporation) ContactsTel: +44 (0)20 3031 6300 (Europe) +1 888 867 0309 (US)

MERRILL DATASITE CONTACTS

EXECUTIVE MANAGEMENT

Ed Bifulk President Tel: +1 212 229 6563

EXECUTIVE SALES

Mike Hinchliffe Regional Director, International Tel: +44 20 7422 6256

Merlin J. Piscitelli Regional Director, International Tel: +44 20 7422 6266

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Chris Beckmann Regional Director, Germany, Switzerland & Poland Tel: +49 69 244 321 480

Bryan Brighton Regional Director, UK & Ireland Tel: +44 20 7422 6212

Sean Dainty Regional Director, UK Tel: +44 78157 61142

Hakema El-Hadad Regional Director, France & Northern Africa Tel: +33 1 40 06 13 10

Alex Gross Regional Director, Eastern Europe & Middle East Tel: +49 69 7593 7148

Jonathan Hughes Regional Director, UK Tel: +44 20 7422 6267

Alvaro Ortega Regional Director, Southern Europe Tel: +39 27 636 2314 Tel: +34 91 769 1022

Adam Pang Regional Director, UK & India Tel: +44 20 7422 6268

Jérôme Pottier Regional Director, France, Luxembourg & Switzerland Tel: +33 1 40 06 13 12

Mary Walsh Regional Director, UK & Netherlands Tel: +44 20 7422 6270

Paul Victoor Regional Director, France and Belgium Tel: +33 1 40 06 13 02

Nertila Asani Account Manager, UK Tel: +44 20 7422 6272

David McDonald Account Manager, UK Tel: +44 20 7422 6127

Sebastian Montoya-Molina Account Manager, Spain Tel: +44 20 7422 6213

Laura Smith Account Manager, UK Tel: +44 20 7422 6271

Desmond Chua Regional Director, SE Asia, Australia and New Zealand Tel: +65 6653 1666

Chhin Lee Regional Director, Asia-Pacific Tel: +852 5686 5803

Jacey Paik Regional Director, Asia-Pacific Tel: +852 2536 2288

Max Leroy Regional Director, Asia-Pacific Tel: +852 2536 2288

Manuel Bentosinos Regional Director, Mexico, Columbia & Caribbean Tel: +52 55 9171 2237

Luis Felipe Salles Cunha Regional Director, Latin America Tel: +55 11 3895 8545

Ana Paula Macêdo Távora de Castro Vice President, South America Tel: +55 (11) 3895 8542

Alex Purificacao Regional Director, Brazil Tel: +55 11 3568 2429

Brian Gilbreath Vice President, Northwest Tel: +1 404 934 8085

Hank Gregory SVP, Western Canada & Pacific Northwest Tel: +1 604 603 4360

Ryan MacMillan Regional Director, Canada Tel: +1 416 214 2448

Michael Kennedy Regional Director, New England Tel: +1 207 829 4369

Carla Rainho Regional Director, Boston Tel: +1 617 535 1647

Donald Davis Vice President, New York Tel: +1 212 229 6684

Steve Piccone Vice President, New York Tel: +1 212 229 6883

Bill Polese Regional Director, New York Tel: +1 212 229 6612

John McElrone Regional Director, New York Tel: +1 212 229 6656

Tom Kade Regional Director, New York Tel: +1 516 404 2163

Connor Nicosia Regional Director, New York Tel: +1 212 229 6677

James Viglione Regional Director, New York Tel: +1 212 229 6890

Frank Bradley Business Development Associate, New York Tel: +1 212 367 6124

Rosie Corcoran Account Executive, New York Tel: +1 212 229 6618

Kelly Mahn Account Executive, New York Tel: +1 212 229 6683

Joseph Solano Regional Director, New York Tel: +1 212 229 6576

Dana Fennessey Regional Director, New York Tel: +1 212 229 6681

Hillary Pryor Regional Director, Mid Atlantic Tel: +1 212 367 5924

Colin Schopbach Regional Director, Southeast Tel: +1 404 796 1478

Michail Sidorov Regional Director, Northwest, Ohio & Michigan Tel: +1 216 333 1274

53


ABOUT REMARK

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

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

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

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

Elias Latsis Head of Research, Mergermarket [email protected]

David Swettenham Head of Production, Remark [email protected]

Scott Haugen Regional Director, Minnesota & Wisconsin Tel: +1 651 632 4375

Anthony Crosby Regional Director, Chicago Tel: +1 312 674 6511

Mark Plaehn Regional Director, Chicago Tel: +1 312 674 6527

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Jay Loyola Regional Director, Bay Area Tel: +1 949 622 0663

Dan Phelan Regional Director, Los Angeles Tel: +1 213 253 2139

Aleshia Hlivka Account Executive, California Tel: +1 651 632 4967

The following notes pertain to data contained in this publication:

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

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

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

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

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

© Mergermarket

Published by: Remark 4th Floor, 10 Queen Street Place London EC4R 1BE Tel:+44 (0)20 3741 1000 www.mergermarket.com

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

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