DEAL DRIVERS EMEA - Amazon S3 · leisure segment and business services, while in the UK TMT and other sector deals may pick up after uncertainty over Brexit settles. Export-related

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

2016HALF-YEAR EDITION

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03

DEAL DRIVERS – EMEA

CONTENTS

ABOUT MERGERMARKET

Mergermarket is an unparalleled mergers and acquisitions intelligence tool. In any market, the lifeblood 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 Americas, Europe, Asia-Pacific, the Middle East

and Africa. 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

Merrill Corporation Contacts 52

04


FOREWORD

Welcome to the half-year 2016 edition of Deal Drivers EMEA, published by Mergermarket in association with Merrill Corporation. This report provides an extensive review of M&A activity across Europe, the Middle East and North Africa. It offers detailed analyses of specific regions and sectors. It also identifies key trends that are set to develop over the course of the next six months.

Global M&A fever has cooled off after two frenzied years of dealmaking, and it seems investors in H1 2016 have paused to assess economic fundamentals and growth strategies, especially in regard to cross-border M&A.

This year, Europe has felt the effects of changing political fortunes and an uncertain outlook for some of the EU’s member states. In the first six months of the year investors nervously eyed Britain’s run-up to its EU membership referendum in June, while also watching Italy contend with burgeoning public debt. While Italian M&A has taken flight as foreign investors have taken an interest in strong Italian brands and technology, the referendum and its aftermath may have stalled deals in the UK.

The run-up to the referendum has unanimously been amongst the major causes in strangling dealmaking enthusiasm in Europe and subdued the UK’s inbound and outbound deal flow.

Across the sea Transatlantic activity also took a dip, partly in anticipation of the UK referendum and the impending US presidential election in November. Inbound deals from North America into Europe declined in number by 18% to 297 deals in H1 2016, compared to H1 2015, while deal value also slumped by 27% to €46.8bn. The incumbent Obama administration also became more outspoken against tax inversion deals which made larger corporates more hesitant to look for tax domiciles in Europe. This had a particular effect on the pharma sector. Amid stricter regulatory regimes for large-cap M&A and a tightening of the US Federal Reserve’s monetary policy, which will put

the brakes on bank lending, cross-border dealmakers may take their time to work out deal rationales that justify the investment.

Several megadeals such as AB InBev and SABMiller, announced in 2015 and worth €115bn, as well as ChemChina’s bid this year for Switzerland-based Syngenta for €42bn, are still pending regulatory approvals and their success or failure may set a precedent for risk appetite over the coming year.

Deals in the mid-market range, however, will continue to underpin European deal activity even if megadeals remain on the back burner for now. As the Mergermarket Heat Chart shows, Central and Eastern Europe continues to offer a solid range of assets, especially in the consumer, TMT and industrial and chemicals sectors such as automotive and packaging. Restructuring opportunities in the region are also still plentiful and keep drawing in PE activity.

Private equity fortunes Corporates are still sitting on heavy cash piles while PE firms are looking to deploy dry powder. Nevertheless, the question of political risk in Europe weighs heavily and might see an investor flight to more stable emerging markets and risk-mitigating sectors. In particular, PE firms may take their time in deciding on fund allocation – PE buyout value was 33% lower at €38.6bn in H1 2016 than in H1 2015, despite a bump up in deal volume by 8% to 559 PE deals. London-based PE firms may also wait for the dust to settle on Brexit and the impact on the sterling currency and the general uncertainty surrounding the aftermath.

Overall, M&A remains deeply entrenched in growth strategy, and investor confidence may see stalled deals through towards the end of the year. While corporates are still eager to pursue cross-border deals those companies with exposure to the UK may take their time to decide any deals. Global investors were also fazed by changes in the Chinese economy and depressed commodity prices but these developments also offer new opportunities.

The type of deals that took place in H1 2016 show the strong draw that European assets continue to exert on foreign buyers looking to tap well-known brands, IP and innovation. Especially prominent so far in 2016 have been Chinese buyers, whose dealmaking rationale reflects the changes taking place in their domestic markets, where demand for raw materials is waning and demand for consumer goods and more refined technologies in tune with an emerging middle-class is increasing outbound activity.

Changes in the Gulf economies resulting from the prolonged depression in crude oil are also expected to create more opportunities. Especially in Saudi Arabia, where the government is easing restrictions on foreign owenership, a slew of opportunities is expected over the next two years.

The following pages provide the reader with an in-depth review of EMEA-based M&A during H1 2016 using sector-specific and geographical data together with the expertise of Mergermarket journalists. We hope that this half-year edition of Deal Drivers is useful to you and we welcome your feedback.

05


EMEA HEAT CHART

Looking ahead to the next six months of European dealmaking, the consumer sector is expected to create a buzz in several markets, according to Mergermarket’s Heat Chart, which tracks ‘companies for sale' stories.

Continuing the momentum from H1 2016, the consumer sector in Central and Eastern Europe (CEE) is expected to see strong activity in countries such as Romania, Poland and the Czech Republic.

While deals in that region will mostly take place in the mid-market segment, larger transactions such as the sale of Czech brewery Plzensky Pradoj by SABMiller are also in the pipeline. The fallout from Anheuser Busch InBev’s announced takeover of SABMiller has also drawn interest from private equity players and is creating significant deal activity across Europe.

In the Italian market, buyers are looking to capitalise on the strong export potential of the country’s food and beverage and fashion retail brands. For example, coffee group Caffe Vergnano is looking to branch out into the Asian consumer hubs of Thailand and Singapore.

Meanwhile, the industrials and chemicals sector, a staple of European M&A, is expected to continue to spark deal appetite in European targets, particularly in the German-speaking countries, with an emphasis on the semiconductors and automotive segments.

The UK and Ireland will also continue to be a focus for inbound dealmaking despite the UK’s decision to leave the EU. The Irish mid-market range continues to offer targets in the hotel and leisure segment and business services, while in the UK TMT and other sector deals may pick up after uncertainty over Brexit settles. Export-related businesses may become interesting targets for inbound acquirers looking to capitalise on foreign exchange volatility, while UK business may look to establish diversified revenue streams with branches in continental Europe.

The MENA region is expected to continue being more active in M&A as the GCC and countries such as Oman attempt to diversify business amid the continued strain in the oil and gas sector, and North Africa, more specifically Egypt, has found renewed dealmaking confidence.

Sector CEE UK & Ireland

German speaking

Italy Nordics France Russia Benelux Iberia SEE MENA Total

Consumer 95 66 62 75 39 37 35 37 17 35 14 512

Industrials and Chemicals 67 37 103 46 41 38 29 25 30 26 12 454

TMT 66 84 60 15 47 58 27 22 17 23 27 446

Energy, Mining and Utilities 38 44 24 26 24 11 28 18 15 16 16 260

Business Services 29 50 35 17 14 19 11 16 10 6 10 217

Financial Services 33 40 25 15 11 12 20 20 11 5 9 201

PMB 25 26 34 12 17 16 6 26 15 6 10 193

Leisure 17 27 13 15 5 9 12 9 10 11 10 138

Transportation 16 11 7 10 5 8 11 13 3 9 5 98

Construction 17 10 19 5 8 2 14 8 6 4 3 96

Real Estate 10 11 8 3 3 4 7 6 1 1 54

Agriculture 10 4 3 1 3 14 1 2 2 1 41

Other 1 1 1 3 6

Government 3 2 5

Defence 1 2 3

Total 423 412 394 240 220 216 214 197 143 147 118 2724

Hot Warm Cold

90 60 30

80 50 20

70 40 10

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 01/01/2016 and 30/06/2016. 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

2015 was considered by some as the best year ever for global M&A but the first half of 2016 has rung in a more cautious dealmaking environment amid political and economic changes in many key markets.

European deal volume remained relatively stable with 3,222 deals, or 2% less deals in H1 2016 compared to the first six months in 2015, while deal value dropped off by 18% to €314.7bn.

The vertiginous deal value of 2014 and 2015 were only few and far between in H1 2016 with the number of deals in the €2bn-€5bn range dropping by 41% compared to H1 2015, and the combined value of deals above €5bn shrinking by 18% to €123.3bn.

After a hesitant first quarter, private equity buyouts continued to underpin deal flow but have deployed notably less money so far in 2016. The number of PE buyouts was 8% up from H1 2015 with 559 deals, but PE activity slumped in value by 33% to €38.6bn. PE buyers mostly targeted France, UK and Germany, and in particular the industrials and chemicals sector.

Meanwhile, exits slowed by 6% to 439 deals, amounting to €49bn – a 31% drop compared to H1 2015. A slew of exits came from the energy and utilities segment, where offshore wind farms continued to change hands with sales to both corporates and funds. For example, US Blackstone Equity Partners sold an 80% stake in German WindMW to Chinese renewable energy developer and operator China Three Gorges for €1.6bn. The renewable energy sector in the Baltics also saw some activity with local PE fund Baltcap selling two wind power generation assets in Lithuania and Estonia to state-owned energy company Lietuvos Energija.

Transatlantic trends Transatlantic dealmaking was also more muted in the first half of 2016 amid uncertainty over the UK’s EU membership referendum, tightening US monetary policy and the US presidential election in November. North American deal appetite had already begun to slow in Q3 2015 and has levelled out over the past three quarters

to around 150 deals amid a warning by the US Treasury that it would be more stringent in regulating transatlantic deals seeking taxation benefits in Europe. In terms of value, inbound deal value from North America into Europe has also declined by 27% to €46.8bn, bringing it closer to deal value of 2013 than of the feverish heights seen over the past two years.

However, a strong US dollar may lead to a bounceback of transatlantic interest in Europe in the latter half of 2016 as the dust around Brexit settles and dealmakers feel more confident again in the underlying value of UK targets.

Inbound heat Despite the uncertainty the UK’s EU membership referendum presented ahead of June, the UK and Ireland were the busiest target destinations for M&A in Europe with 22.5% of total deal activity. The German-speaking countries, Germany, Switzerland and Austria, followed suit with 16.5% of total European deal volume, while accounting for the biggest share in European deal value with 26.4%.

Much of the deal value stemmed from Asian investors looking for strategic buys in the DACH region, with Chinese buyers alone making up 62% of deal value. China National Chemical Corporation’s €42bn bid for Swiss agribusiness Syngenta counts as the biggest Chinese outbound deal ever and is currently pending regulatory approvals. German industrial businesses also produced deals in line with China’s strategy to upgrade domestic manufacturing through acquisitions such as an 86.5% stake in German industrial robotics maker KUKA AG by household appliance manufacturer Midea Group for €3.8bn, and automotive components maker Metalsa Automotive by SUMEC Machinery & Electric Co for an undisclosed sum.

Sector strength Following the industrials and chemicals sector, business services was the second most active sector in Europe by volume, making up 16.2% of total deal volume, while TMT took second place in generating deal value, taking 12.6% of total deal value.

TMT corporates with exposure to the UK may have held back in H1 2016 due to the looming referendum but consolidation in the sector has yet to slow.

In Q1 2016, Liberty Global and Netherlands-based Vodafone International set up a joint venture in equal shares named Liberty Global Europe Holding BV/Vodafone International Holdings to provide integrated communications services. Meanwhile in the computer software segment, a majority stake in Finnish game developer Supercell was snapped up by Chinese Tencent Holding for €7.6bn, with the aim of expanding Tencent’s reach into the booming international gaming market.

Deals in H1 2016 continued to be driven by foreign investor appetite, particularly from China, for European brands, intellectual property and European consumer markets, and these factors are likely to continue to fill the deal pipeline for the rest of the year.

ALL SECTORSTOP 20 ANNOUNCED DEALS FOR YEAR ENDING 30 JUNE 2016 (ANY EUROPEAN INVOLVEMENT)

Announced Date

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

03-Feb-16 P China National Chemical Corporation Syngenta AG Industrials & Chemicals 42,039

11-Jan-16 C Shire Plc Baxalta Inc Pharma, Medical & Biotech 32,249

25-Jan-16 P Johnson Controls Inc Tyco International plc Industrials & Chemicals 14,973

16-Mar-16 P Deutsche Boerse AG London Stock Exchange (LSE) Plc Financial Services 13,339

27-Jun-16 P Boehringer Ingelheim GmbH Merial SAS Pharma, Medical & Biotech Sanofi SA 11,400

10-Feb-16 P Mylan NV Meda AB Pharma, Medical & Biotech 8,844

21-Jun-16 P Tencent Holdings Ltd Supercell Oy (84.3% stake) TMT SoftBank Group Corp. 7,607

04-Mar-16 P Inversora Carso SA de CV Fomento de Construcciones y Contratas SA (63.4% stake)

Construction 6,818

17-Jun-16 P Siemens AG Gamesa Corporacion Tecnologica SA Industrials & Chemicals 6,640

15-Feb-16 P Liberty Global Europe Holding BV/Vodafone International Holdings BV

Ziggo BV; and Vodafone Libertel BV TMT Vodafone International Holdings BV; and Liberty Global Europe Holding BV

6,200

08-Feb-16 C Berli Jucker Public Co Ltd Big C Supercenter PCL Consumer Casino Guichard Perrachon SA 5,519

21-Mar-16 C IHS Inc Markit Group Limited Business Services 5,488

19-May-16 P FMC Technologies Inc Technip SA Energy, Mining & Utilities 4,060

18-May-16 P Midea Group Co Ltd KUKA AG (86.5% stake) Industrials & Chemicals 3,778

23-Mar-16 P Banco Popolare Societa Cooperativa Banca Popolare di Milano Scarl Financial Services 3,714

06-May-16 P Evonik Industries AG Air Products (Performance Material Division)

Industrials & Chemicals Air Products and Chemicals Inc 3,330

24-Jun-16 P Henkel AG & Co KGaA The Sun Products Corporation Consumer Vestar Capital Partners Inc 3,232

19-May-16 P Gecina SA Fonciere de Paris SIIC Real Estate 3,113

25-Apr-16 C Ardagh Group SA Rexam Plc (Metal beverage can manufacturing assets in US, Europe and Brazil); and Ball Corporation (Metal beverage can manufacturing assets in US, Europe and Brazil)

Industrials & Chemicals Rexam Plc; and Ball Corporation 3,040

25-Feb-16 P Energy Capital Partners LLC; and Dynegy Inc

Engie SA (US fossil business) Energy, Mining & Utilities Engie SA 2,998

C = Completed; P = Pending; L = Lapsed


07


ALL SECTORSEUROPEAN M&A SPLIT BY DEAL SIZE

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.

08

Quarter endedQuarter ended

QUARTERLY M&A ACTIVITY – ALL SECTORS

VALUE VOLUME

Volu

me

Valu

e (€

bn)

Volu

me

Valu

e (€

m)

>€5,001m

€2,001m – €5,000m

€501m – €2,000m

€251m – €500m

€5m – €250m >€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

H1 2016201520142013201220112010

1,895

2,140

893

2,014

4,254

2,229

193

3,973

1,900

3,610

1,792

3,323

2,019

3,195

1,888

2,704

9

11

20 19

10

15632

132

1611312

34

15317336

171

14036

167

17941

18742

183

8185

13

0

100

200

300

400

500

600

700

800

900

H1 2016201520142013201220112010

334.2

131.3

29.8

123.3

38.3

47.1

78.365.5

99.2

213.1

117.3

69.1

107.9

94.6

100.8

59.9

90.6

104.9

161.8

148.9 137.1174.9 178.1

52.9

92.4

88.9

113.1

159.6

60.8

99.5

109.8

99.1

140.1

45.8

86.4

0

200

400

600

800

1,000

1,200

1,400

1,600

1,800

Q2Q1Q4Q3Q2Q1Q4Q3Q2Q1Q4Q3Q2Q1Q4Q3Q2Q1Q4Q3Q2Q1Q4Q3Q2Q1

2010 2011 2012 2013 2014 2015 2016

0

50,000

100,000

150,000

200,000

250,000

300,000


2010 2011 2012 2013 2014 2015 2016

09


European bidder acquiring a North American target

North American bidder acquiring a European target

Total North American/ European deals

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

ALL SECTORSEUROPEAN BUYOUTS EUROPEAN EXITS


Value Volume

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

TRANSATLANTIC DEALS

VALUE VOLUME

Valu

e (€

m)

Volu

me

Valu

e (€

m)

Volu

me

Volume

Valu

e (€

m)

Valu

e (€

m) Volum

e

Quarter ended Quarter ended

0

20,000

40,000

60,000

80,000

100,000

120,000


2010 2011 2012 2013 2014 2015 2016

0

50

100

150

200

250

300

350


2010 2011 2012 2013 2014 2015 2016

0

5,000

10,000

15,000

20,000

25,000

30,000

35,000

40,000

45,000


40

80

120

160

200

240

280

2010 2011 2012 2013 2014 2015 2016

0

5,000

10,000

15,000

20,000

25,000

30,000

35,000

40,000

45,000


50

100

150

200

250

300

350

2010 2011 2012 2013 2014 2015 2016

22.5%

16.5%

13.4%7.3%

6.5%

8.0%

14.9%

9.0%1.9%

22.6%

26.5%

11.0%

9.3%

9.2%

6.0%

11.7%

2.6% 1.1%

31.1%

10.5%

6.9%5.4%8.3%

12.5%

2.8%

2.0%

10.1%

3.9%

0.7%

4.7%1.1%

20.4%

6.3%

16.2%

14.2%

5.9%

13.9%

4.6%

3.4%

6.9%

5.2%

1.5%0.2%

1.3%


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.

10

ALL SECTORSFINANCIAL ADVISERS


LEGAL ADVISERS

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


H1 2016

H1 2015

Company Name Value (€m)

Number of Deals

1 1 Goldman Sachs 174,907 53

2 3 Morgan Stanley 96,653 41

3 7 Deutsche Bank 92,439 35

4 8 Citi 85,649 38

5 10 Credit Suisse 81,759 40

6 6 JPMorgan 80,807 38

7 4 Lazard 80,708 72

8 14 UBS Investment Bank 79,899 36

9 2 Bank of America Merrill Lynch 76,883 41

10 11 Barclays 74,835 34

11 19 HSBC 69,905 21

12 5 Rothschild 65,887 119

13 28 Evercore Partners 49,422 26

14 84 N+1 45,848 27

15 - CITIC Securities 45,817 2

16 - China International Capital 42,627 2

17= - CCB International 42,039 1

17= - Dyalco 42,039 1

19 12 Societe Generale 24,705 12

20 40 Centerview Partners 23,817 2

H1 2016

H1 2015


Number of Deals

1 1 Freshfields Bruckhaus Deringer 116,816 87

2 22 White & Case 115,040 100

3 2 Cravath, Swaine & Moore 90,266 10

4 17 Clifford Chance 75,416 102

5 4 Skadden Arps Slate Meagher & Flom 67,627 39

6 27 Simpson Thacher & Bartlett 65,512 22

7 19 Davis Polk & Wardwell 59,914 15

8 14 Linklaters 56,116 95

9 25 Cleary Gottlieb Steen & Hamilton 51,778 28

10 6 Slaughter and May 50,349 28

11 64 Homburger 50,118 11

12 92 Gleiss Lutz 49,960 22

13 24 Arthur Cox 49,131 12

14 148 Baer & Karrer 48,180 15

15 42 Fangda Partners 45,810 7

16 60 Kirkland & Ellis 42,877 32

17 31 Fried Frank Harris Shriver & Jacobson 39,706 12

18 49 Jones Day 39,285 72

19 33 Ropes & Gray 36,846 12

20 16 Latham & Watkins 36,184 61

H1 2016

H1 2015


Number of Deals

1 1 DLA Piper 5,167 111


3 7 White & Case 115,040 100

4 2 CMS 4,540 98

5 3 Allen & Overy 28,193 97



8 6 Baker & McKenzie 9,229 81

9 9 Jones Day 39,285 72


11 11 Eversheds 1,717 59

12 17 King & Wood Mallesons 4,597 56

13 22 Dentons 2,693 54

14 14 Squire Patton Boggs 1,489 52

15 12 Hogan Lovells International 4,030 50

16 13 Weil Gotshal & Manges 28,378 45

17 33 Vinge 15,626 43

18 89 Orrick Herrington & Sutcliffe 1,642 43

19 19 Herbert Smith Freehills 22,915 41


H1 2016

H1 2015


Number of Deals

1 2 KPMG 5,550 130

2 3 Rothschild 65,887 119

3 1 PwC 8,026 107

4 5 Deloitte 4,518 92

5 6 Lazard 80,708 72

6 4 EY 2,450 71


8 23 BNP Paribas 22,719 47




12 12 Citi 85,649 38

13 8 JPMorgan 80,807 38

14 10 M&A International 398 37


16 13 BDO 238 36


18 18 UniCredit Group 7,895 35

19 16 Barclays 74,835 34

20 20 Lincoln International 1,138 30

The financial adviser league tables by value and volume have been run from 01/01/2016 to 30/06/2016, 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 01/01/2016 to 30/06/2016 and include lapsed and withdrawn deals. The tables are pan-European and cover all sectors.

11


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 01/01/2016 to 30/06/2016, 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 01/01/2016 to 30/06/2016 and include lapsed and withdrawn deals.The tables are pan-European and cover all sectors.

H1 2016

H1 2015


Number of Deals


2 5 KPMG 2,854 40

3 2 Lazard 2,799 19

4 1 PwC 2,540 31


6 6 Deloitte 1,707 26



9 32 Barclays 1,269 9

10 9 JPMorgan 1,263 8

11 27 Jefferies 1,260 8

12 4 EY 1,174 22

13 76 DC Advisory 983 8

14 20 Bank of America Merrill Lynch 941 6

15 12 BNP Paribas 904 9

16 14 Robert W. Baird & Co 904 6

17 15 Nomura Holdings 872 5

18 66 Natixis 866 7

19 23 Credit Agricole 828 6

20 62 Carnegie Investment Bank 779 8

H1 2016

H1 2015


Number of Deals


2 5 Allen & Overy 2,417 22


4 2 DLA Piper 2,085 25

5 37 Norton Rose Fulbright 1,988 21


7 11 White & Case 1,892 26



10 7 Jones Day 1,808 24

11 1 CMS 1,676 27


13 77 Dentons 1,417 16


15 64 Travers Smith 1,392 10



18 42 Cuatrecasas, Goncalves Pereira 1,179 20

19 66 PwC legal 1,158 13

20 67 Sullivan & Cromwell 1,083 6

H1 2016

H1 2015


Number of Deals



3 2 CMS 1,676 27

4 12 White & Case 1,892 26

5 1 DLA Piper 2,085 25


7 8 Jones Day 1,808 24


9 3 Allen & Overy 2,417 22





14 50 Dentons 1,417 16

15 22 Hogan Lovells International 960 16

16 6 Eversheds 851 14


18 27 PwC legal 1,158 13

19 24 Garrigues 722 13

20 11 Osborne Clarke 636 13

H1 2016

H1 2015


Number of Deals

1 5 KPMG 2,854 40


3 1 PwC 2,540 31

4 6 Deloitte 1,707 26

5 3 EY 1,174 22

6 4 Lazard 2,799 19




10 55 Barclays 1,269 9


12 26 N+1 303 9

13 21 BDO 238 9


15 12 JPMorgan 1,263 8

16 20 Jefferies 1,260 8

17 35 DC Advisory 983 8


19 18 Investec 664 8

20 71 Natixis 866 7

12


ALL SECTORSPR ADVISERS

PR ADVISERS – SMALL-CAP (€5M – €250M)



The PR adviser small-cap league tables by value and volume have been run from 01/01/2016 to 30/06/2016 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 01/01/2016 to 30/06/2016 and exclude lapsed and withdrawn deals.The tables are pan-European and cover all sectors.

H1 2016

H1 2015


Number of Deals

1 1 Brunswick Group 99,206 59

2 3 FTI Consulting 69,701 69

3 16 CNC AG (Publicis/MSLGROUP) 54,574 17

4 4 Hering Schuppener (Finsbury) 38,862 18

5 6 Kekst (Publicis/MSLGROUP) 37,558 14

6 2 Finsbury 25,534 36

7 8 Sard Verbinnen & Co 24,051 15

8 21 Abernathy MacGregor Group (AMO) 14,925 6

9 58 Cardew Group 13,971 3

10 17 Fitzroy Communications 13,339 1

11 47 Image Sept 12,743 35

12 5 Joele Frank Wilkinson Brimmer Katcher 11,771 12

13 39 Newgate Communications 7,506 15

14 84 Havas Worldwide Paris (AMO) 5,883 11

15 14 Edelman 5,845 11

16 113 Camarco 5,573 15

17 10 Greenbrook Communications 5,474 25

18 18 Citigate 4,904 23

19 67 Ad Hoc Communication (AMO) 4,464 7

20 11 Maitland (AMO) 4,367 25

H1 2016

H1 2015


Number of Deals




4 11 Finsbury 1,168 8

5 6 Tulchan Communications 837 14

6 3 Citigate 793 8

7 2 Maitland (AMO) 768 10

8 15 CityPress PR 677 7

9 35 Hudson Sandler 670 8

10 20 Weber Shandwick Worldwide 652 4

11 4 Hering Schuppener (Finsbury) 621 3

12 13 MHP Communications 593 11

13 72 Kekst (Publicis/MSLGROUP) 568 3

14 9 Instinctif Partners 521 13

15 48 Havas Worldwide Paris (AMO) 397 4

16 96 Community Group 391 9

17 14 Newgate Communications 381 6

18 23 Image Sept 352 5

19 5 Bell Pottinger Financial & Corporate 309 7

20 54 Powerscourt 285 6

H1 2016

H1 2015


Number of Deals



3 6 Tulchan Communications 837 14

4 3 Instinctif Partners 521 13


6 2 Maitland (AMO) 768 10


8 99 Community Group 391 9

9 27 Camarco 243 9

10 11 Buchanan Communications 192 9

11 13 Finsbury 1,168 8

12 4 Citigate 793 8

13 20 Hudson Sandler 670 8


15 7 Bell Pottinger Financial & Corporate 309 7

16 10 Newgate Communications 381 6

17 34 Powerscourt 285 6

18 23 Image Sept 352 5

19 8 Barabino & Partners 224 5

20 18 Weber Shandwick Worldwide 652 4

H1 2016

H1 2015


Number of Deals



3 8 Finsbury 25,534 36

4 19 Image Sept 12,743 35


6 3 Maitland (AMO) 4,367 25

7 5 Citigate 4,904 23

8 4 Tulchan Communications 3,119 22

9 6 Instinctif Partners 2,130 20

10 9 Hering Schuppener (Finsbury) 38,862 18

11 21 CNC AG (Publicis/MSLGROUP) 54,574 17

12 34 Community Group 1,909 17

13 25 Sard Verbinnen & Co 24,051 15

14 22 Newgate Communications 7,506 15

15 55 Camarco 5,573 15


17 13 Kekst (Publicis/MSLGROUP) 37,558 14


19 16 Joele Frank Wilkinson Brimmer Katcher 11,771 12

20 29 Powerscourt 2,384 12

13

FINANCIAL SERVICESOVERVIEW

ALL SECTORS14

DEAL DRIVERS – EMEA - FINANCIAL SERVICES

Uncertainty is rarely an investor’s friend, yet deal activity within the financial services sector has remained far steadier than the unbalanced political and economic instability in Europe in both the build-up and aftermath of the UK's Brexit vote in June.

The financial sector’s 33.6% growth in European deal activity went against the grain of general M&A trends experienced this half year. Collectively, deal value in Europe experienced a 18% drop, falling to €314.7bn from €384.5bn during the same period last year. In contrast, the financial services sector bore overall values rising to €33bn from €24.7bn in the equivalent time period.

Despite a climb in the value of deals executed during H1, the number of deals announced during the first six months of the year, 204 deals, was near identical to that in H1 2015 at 205 deals struck.

Topping the deal table and accounting for 40% of deal value within the sector in H1 is the €13.3bn merger of Deutsche Boerse and London Stock Exchange (LSE). Initially structured as a merger of equals, with the newly formed entity being established under a new UK holding company – UK TopCo – the deal has since been the subject of debate, post-Brexit, including a debate over where the newly formed company will be headquartered.

The Deutsche Boerse-LSE deal could represent a re-emergence of exchange consolidation last seen around 2010. A Deutsche Boerse-LSE merger will create the world’s largest stock exchange and clearing house. Since over-the-counter trades are now required to be mandatorily cleared, combining Deutsche Boerse and LSE will also tie together the respective clearing houses – Eurex Clear and LCH.Clearnet – bringing with it huge synergies and increased returns subsequent to combining the majority of European post-trade equity and derivatives clearing and settlement processes under one banner.

Marketplaces trading other asset classes are similarly seeing increased levels of

activity, as the sector attempts to increase shareholder value, while also lowering costs for investors.

Elsewhere, consolidation among Italian banks has been driven by crisis rather than competition. In the aftermath of Brexit, concerns regarding the stability of the European financial system were once again raised, with the Italian banking industry, already saddled with €360bn of bad debt, put in an ever more precarious position after the vote.

In an attempt to bolster Italian banks and reduce the risk of an economic crisis and contagion, Italy’s Prime Minister Matteo Renzi expressed his intention to use €45bn worth of taxpayers’ money to bail out the country’s poorest performing banks. The plan, however, came up against EU rules that require banks’ investors to bear the burden prior to turning to the taxpayer. Without a government bailout readily available consolidation has provided a means of restructuring bad balance sheets, reducing costs and improving credit channels.

In March, Banco Popolare Scocieta Cooperativa’s decision to merge with Banca Popolare di Milano helped quell investor fears about Italian bank stocks in a deal valued at €3.71bn. In May, Quaestio Capital Management, an Italy-based asset management firm, acquired a 99.33% stake in Banca Popolare di Vicenza for €1.5bn and a 97.64% stake in Veneto Banca for €989m, after both banks failed to attract any interest from private investors in their respective IPOs.

So far this year, the insurance sector has been relatively low in terms of deal value, compared to the fevered activity of last year. The only deal in H1 2016 close to the billion-euro-mark is that of French group AXA’s agreement with UK-based Phoenix Group Holdings to sell its UK investment, pensions and direct protection business SunLife in a deal worth €493m. This pales in comparison to 2015, which saw a number of high-profile deals prompted by the onset of regulatory requirements stipulated by the EU’s Solvency II directive.

With many financial services houses having already undertaken huge waves of restructuring in the wake of the economic crisis, deal activity has so far this year focused more heavily on mid-market deals than mega takeovers and crisis-rooted divestments.

The UK and Ireland accounted for a fraction more than half the value of all financial services deals in H1 2016 (50.1%). Of the €33bn worth of M&A in the first six months of 2016, €16.59bn targeted UK and Irish companies. The UK and Ireland also attracted 31.4% of deals that took place in Europe with 64 out of 204.

The full impact Brexit will have on M&A activity within the financial services sector remains unknown so far, and uncertainty is rarely a driver of deals. While the sector draws breath and assesses a changing European landscape, activity could be comparatively muted to the strong second half seen in 2015. But inbound investment from the US and Asia could rise on the back of a weaker euro and sterling, making European and UK companies both more attractive and vulnerable to foreign investors.

by Aaran Fronda and Matilda Wanless

15


FINANCIAL SERVICESTOP 15 ANNOUNCED DEALS FOR YEAR ENDING 30 JUNE 2016 (ANY EUROPEAN INVOLVEMENT)

Announced Date

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

16-Mar-16 P Deutsche Boerse AG London Stock Exchange (LSE) Plc 13,339

23-Mar-16 P Banco Popolare Societa Cooperativa Banca Popolare di Milano Scarl 3,714

18-Apr-16 C Quaestio Capital Management Sgr Srl Banca Popolare di Vicenza SpA (99.33% stake) 1,500

28-Apr-16 P bancopopular-e SA Barclays Plc (Barclaycard business in Portugal and Spain)

Barclays Plc 1,300

22-Feb-16 P EFG International Banca della Svizzera Italiana SA Banco BTG Pactual SA 1,204

09-Mar-16 P Nasdaq Inc International Securities Exchange Holdings Inc Deutsche Boerse AG 1,001

30-Jun-16 C Quaestio Capital Management Sgr Srl Veneto Banca SpA (97.64% stake) 989

16-Jun-16 P Antin Infrastructure Partners SAS; ICAMAP; and BG Asset Management

Grandi Stazioni Retail Ferrovie dello Stato SpA; and Eurostazioni SpA

953

18-Apr-16 P CaixaBank SA Banco BPI SA (55.9% stake) 907

28-Jun-16 P JPMorgan Chase & Co; and Lone Star Funds Propertize BV Government of the Netherlands 895

04-Apr-16 P Tilney Bestinvest Towry Holdings Limited Palamon Capital Partners LP 751

06-Jun-16 P Affiliated Managers Group Inc Winton Capital Management Limited; Capula Investment Management LLP; Mount Lucas Management Corporation; Partner Fund Management LP; and CapeView Capital LLP

Goldman Sachs Asset Management LP 705

27-May-16 P Phoenix Group Holdings Limited AXA SunLife AXA SA 493

24-Feb-16 C BB&T Corporation CGSC North America Holdings Corporation Cooper Gay Swett & Crawford Limited 454

04-Jan-16 C Electra Private Equity PLC; and Patron Capital Limited Grainger Plc (Retirement Solutions Business) Grainger Plc 441


Quarter ended

31.4%

15.2%

5.9%7.8%

6.4%

8.8%

6.9%

14.7%

2.9%

50.1%

4.1%4.0%

22.9%

7.3%

5.5%

0.7%4.5%

0.9%

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

Valu

e (€

m)

0

5,000

10,000

15,000

20,000

25,000

30,000

35,000

40,000


2010 2011 2012 2013 2014 2015 2016

0

30

60

90

120

150


2010 2011 2012 2013 2014 2015 2016

Quarter ended


17


FINANCIAL SERVICESFINANCIAL ADVISERS


LEGAL ADVISERS


H1 2016

H1 2015


Number of Deals


2 18 Lazard 19,683 6

3 1 JPMorgan 17,015 11

4 5 Barclays 16,723 11



7 102 Perella Weinberg Partners 14,794 3


9 28 HSBC 13,832 2

10 9 RBC Capital Markets 13,703 3


12 - Robey Warshaw 13,339 1

13 3 Citi 5,965 6

14 23 Mediobanca 5,214 2


16 - Colombo & Associati 3,714 1


18 40 BNP Paribas 1,868 5

19 29 KPMG 1,669 12

20 55 Vitale & Co 1,507 2

H1 2016

H1 2015


Number of Deals





5 118 Gatti Pavesi Bianchi 7,191 6

6 42 Gianni, Origoni, Grippo, Cappelli & Partners

4,283 3

7 45 Studio Legale Lombardi Molinari Segni 3,734 2

8 - Studio Marchetti 3,714 1

9 3 Allen & Overy 2,257 15




13 - Schellenberg Wittmer 1,301 2

14= - Cravath, Swaine & Moore 1,204 1

14= 21 Demarest 1,204 1

14= 54 Lenz & Staehelin 1,204 1

17 82 Jones Day 1,098 3


19 - Wachtell, Lipton, Rosen & Katz 1,001 1

20 66 Chiomenti Studio Legale 989 1

H1 2016

H1 2015


Number of Deals


2 3 KPMG 1,669 12

3 4 JPMorgan 17,015 11

4 13 Barclays 16,723 11



7 11 Lazard 19,683 6


9 12 Citi 5,965 6

10 2 PwC 1,300 6

11 9 Deloitte 1,281 6

12 15 Fenchurch Advisory Partners 553 6

13 1 EY 441 6




17 6 Morgan Stanley 563 4

18 97 N+1 - 4

19 102 Perella Weinberg Partners 14,794 3


H1 2016

H1 2015


Number of Deals

1 2 Allen & Overy 2,257 15




5 3 CMS 29 8

6 15 White & Case 339 7

7 139 Gatti Pavesi Bianchi 7,191 6

8 5 Slaughter and May 848 6



11 202 Pinsent Masons 392 5

12 21 DLA Piper 118 5

13 19 Eversheds - 5



16 43 Legance Avvocati Associati 537 4

17 90 Loyens & Loeff 283 4

18 73 Hengeler Mueller 97 4


4,283 3


The legal adviser league tables by value and volume have been run from 01/01/2016 to 30/06/2016, 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 01/01/2016 to 30/06/2016, 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 European industrials and chemicals sector experienced skyrocketing deal values in the first six months of the year amid a slightly subdued overall European dealmaking sentiment.

Sector deal value in H1 2016 amounted to €98bn – the highest deal value on Mergermarket record (2001) for a half year, and 130% up from H1 2015, amid steady deal volume of 658.

The sector made up the lion’s share of European M&A with 31.1% of total European deal value and 20.4% of deal volume with a large amount of the activity concentrated in German-speaking countries.

German-speaking countries made up the bulk of M&A throughout the sector, making up 59.5% of total value and 25.2% of volume. UK and Ireland came a distant second with 18.8% and 14.6% of value and volume, respectively.

Chinese interest and a push for consolidation spreading from seeds to engineering played a key role in driving activity in the sector.

ChemChina’s €42bn bid for Switzerland-headquartered Syngenta, the biggest announced deal in Europe by far this year, is accountable for almost half of the sector’s total value.

Inbound interest from Chinese buyers in Europe was key to M&A activity. An important factor supporting this trend has been the country's ‘Made in China 2025’ initiative, introduced last year with the goal of improving Chinese manufacturing capabilities with advanced technologies including robotics, sensors and artificial intelligence. European targets are considered strong options for Chinese players looking to add such capabilities to their portfolio and expand by using them in their local market. Examples of such trends were China’s Yinyi’s €1bn acquisition of Punch Powertrain, a Belgian automotive supplier, and Midea Group’s bid to acquire an 86.5% stake

in KUKA AG, a German manufacturer of industrial robots for €3.8bn.

Industrials and chemicals also included other heavyweight deals, including US-based industrial company Johnson Control’s transatlantic bid to acquire Irish company Tyco International for €15bn in January, and Germany’s Siemens offering €6.6bn for Spanish renewables technology company Gamesa Corporacion Tecnologica in June.

The chemicals and materials segment was responsible for the largest chunk of deal value in the sector, recording a total deal value of €50bn from 71 deals. Meanwhile, industrial products and services, the second busiest segment, announced 336 deals to a value of €32.6bn.

In H1 2016, Q1 saw the largest share of deal value, with around two thirds of the total for the period. To some extent, the discrepancy between the two quarters can be linked to the ChemChina/Syngenta deal, announced in February. Moreover, the UK's EU referendum also played a role in slowing down M&A activity in Q2. While voters only took to the polls late June, dealmakers had factored in the uncertainty a 'leave' vote could generate and held back in some auction processes weeks ahead of the referendum.

Seeds of change Chemicals M&A was characterised by three key elements: the response to the Dow/ DuPont merger and consolidations in the seeds and coating segments. Consolidation among seeds market players ramped up in December 2015 when DuPont and The Dow Chemical Company announced a merger of equals that would create a company valued at €120bn. Agricultural chemical companies increasingly see an upside in shifting their streamlined approach to become more diverse. German chemicals giant Bayer’s bid for US-based Monsanto in May this year is another such example of corporates deciding to spread risks and increase scale.

The coating space was also busy colouring the M&A map with deals such as German

chemicals company Evonik’s €3.3bn bid for US-based Air Products’ performance material division in May and Dutch AkzoNobel’s acquisition of German BASF’s industrial coating business in February for €475m. Transactions in the coating space have overall been valued high, with multiples often settled between 12-15x EBITDA. While PE firms are still a force to be reckoned with, high prices are a challenge for potential exit returns.

Looking to the coming six months, pending the completion of ChemChina’s takeover of Syngenta, European industrials and chemicals seems poised to beat last year’s €99bn deals mark – a post-financial crisis record. The market is expected to be less stable, however, as uncertainty around the euro and the fallout of the UK’s referendum are sending waves across the continent. On a more bullish note, dealmakers will still find plenty of cash on companies' balance sheets and PE ‘dry powder’ to be deployed. Chinese players are also expected to make more bids for European industrials in order to keep up with the aims of their 2025 agenda. And even Brexit can have a positive effect in dealmaking if the pound is kept below pre-referendum levels. Non-sterling buyers could be more attracted to targets in the UK.

by Joao Grando and Hanna Gezelius

19


INDUSTRIALS & CHEMICALSTOP 15 ANNOUNCED DEALS FOR YEAR ENDING 30 JUNE 2016 (ANY EUROPEAN INVOLVEMENT)

Announced Date


03-Feb-16 P China National Chemical Corporation Syngenta AG 42,039

25-Jan-16 P Johnson Controls Inc Tyco International plc 14,973

17-Jun-16 P Siemens AG Gamesa Corporacion Tecnologica SA 6,640

18-May-16 P Midea Group Co Ltd KUKA AG (86.5% stake) 3,778

06-May-16 P Evonik Industries AG Air Products (Performance Material Division) Air Products and Chemicals Inc 3,330

25-Apr-16 C Ardagh Group SA Rexam Plc (Metal beverage can manufacturing assets in US, Europe and Brazil); and Ball Corporation (Metal beverage can manufacturing assets in US, Europe and Brazil)

Rexam Plc; and Ball Corporation 3,040

17-Jun-16 P BASF SE Chemetall GmbH Albemarle Corporation 2,843

02-Jun-16 P EQT Partners AB Bilfinger SE (Building and Facility division) Bilfinger SE 1,400

16-May-16 P Konecranes Plc Terex Corporation (Material Handling & Port Solutions business) Terex Corporation 1,127

25-Mar-16 C The Yokohama Rubber Co Ltd Alliance Tire Group Kohlberg Kravis Roberts & Co LP; and Yogesh Agencies and Investments Private Limited

1,056

10-Mar-16 P Yinyi Real Estate Co Ltd Punch Powertrain nv LRM nv; Capricorn Venture Partners; New Horizon Capital; and Gimv NV

1,000

25-Jan-16 C GAF Corporation Icopal as Investcorp 1,000

14-Jun-16 P Daetwyler Holding AG Premier Farnell Plc 997

09-May-16 P Total SA Saft SA 981

10-Jan-16 C China National Chemical Corporation; Guoxin International Investment Corporation Limited; and AGIC Capital

KraussMaffei Technologies GmbH Onex Corporation 925



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


2010 2011 2012 2013 2014 2015 2016

0

10,000

20,000

30,000

40,000

50,000

60,000

70,000


2010 2011 2012 2013 2014 2015 2016

14.6%

25.2%

12.5%10.2%

5.9%

8.1%

14.1%

7.4%2.0%

59.5%

18.8%

4.2%

1.9%

8.6%

2.7%3.6%

0.5%0.2%

21


INDUSTRIALS & CHEMICALSFINANCIAL ADVISERS


LEGAL ADVISERS


H1 2016

H1 2015


Number of Deals


2 5 JPMorgan 46,069 3

3 - CITIC Securities 45,817 2



6 60 HSBC 43,821 6

7 110 N+1 42,109 9

8= - CCB International 42,039 1

8= - China International Capital 42,039 1

8= - Dyalco 42,039 1

11 8 Citi 25,011 8

12 7 Lazard 23,027 14

13 9 Barclays 17,866 10

14 - Centerview Partners 14,973 1



17 16 BNP Paribas 9,667 10



20 47 Berenberg Bank 4,288 3

H1 2016

H1 2015


Number of Deals

1 - Simpson Thacher & Bartlett 58,937 5


3 6 White & Case 45,673 25

4 - Homburger 45,085 3


6 30 Gleiss Lutz 43,438 9


8 340 Fangda Partners 43,115 4

9 200 Baer & Karrer 42,039 2




13 7 Sullivan & Cromwell 16,142 3

14 - Wachtell, Lipton, Rosen & Katz 15,466 3

15 - Arthur Cox 14,983 2

16 - A&L Goodbody 14,973 1


18 51 Shearman & Sterling 7,537 7

19 29 Uria Menendez 6,640 2

20 197 McDermott Will & Emery 4,522 16

H1 2016

H1 2015


Number of Deals

1 1 KPMG 851 32

2 2 PwC 951 26


4 5 Deloitte 147 19

5 4 EY 268 15


7 6 Lazard 23,027 14

8 8 Lincoln International 65 12

9 26 Barclays 17,866 10

10 21 BNP Paribas 9,667 10

11 48 N+1 42,109 9

12 10 Global M&A Partners 71 9

13 13 Citi 25,011 8

14 117 Danske Bank Corporate Finance 1,019 8

15 15 Robert W. Baird & Co 934 8


17 14 UniCredit Group 237 7

18 46 Clearwater International 82 7


20 40 HSBC 43,821 6

H1 2016

H1 2015


Number of Deals

1 2 CMS 1,859 27

2 9 Jones Day 1,522 26

3 6 White & Case 45,673 25

4 1 DLA Piper 1,622 24



7 255 McDermott Will & Emery 4,522 16





12 19 Vinge 1,000 13

13 27 PwC legal 828 12


15 3 Allen & Overy 1,826 11

16 144 Kromann Reumert 54 10

17 15 Gleiss Lutz 43,438 9


19 106 Nctm Studio Legale 993 9

20 44 Mayer Brown 551 9

The financial adviser league tables by value and volume have been run from 01/01/2016 to 30/06/2016, 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 01/01/2016 to 30/06/2016 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

Depressed commodity prices have continued to stifle deal flow in the natural resources sector in the first half of the year. However, together the European energy, mining and utilities sectors actually saw an increase in deal volume to 191 in H1 2016, a 9% increase compared to H1 2015. Deal value was 73% lower at €26bn, compared to H1 2015, but this is due to the €75bn megamerger of Royal Dutch Shell and BG Group (discounting the latter, deal value is up in H1 2016 by 30% compared to the same period last year).

Energy, mining and utilities made up 5.9% of total European deal volume with the UK and Ireland garnering the highest share of deal volume at 18.9%, closely followed by the Nordics with 17.8% of total European deal volume in the sector.

German-speaking countries stood out as the strongest value-generating region within Europe, providing a respectable 20.7% of total deal value.

This was largely due to deal flow within the power and utilities sector, rather than natural resources. US PE firm Blackstone’s 80% stake sale of German WindMW GmbH to China Three Gorges, and Swedish PE firm EQT’s sale of waste-to-energy company EEW to Hong Kong-based Beijing Enterprises together accounted for more than €3bn worth of deal flow – and provides a clear indication of where interest in European assets is originating.

Other deals in the renewables and utilities space included sales of UK-integrated energy supplier Viridian Group to US-based I Squared Capital from Bahraini Arcapita Bank for €1bn, and Denmark’s incumbent DONG Energy’s sale of a 50% stake in the UK offshore wind Burbo Bank Extension project for €884m.

Buyer interest in the power generation and utilities space remained strong with competitive auctions leading to sizable executions, underpinned by the attractiveness of European infrastructure assets.

Deal volume in European oil and gas was up 16% with 36 deals in the first half of 2016 compared to the same period in 2015, which is a clear improvement but hardly an indication of a six-month deal boom. Last year’s expectation that tumbling oil prices would be a catalyst for M&A deals has yet to occur. But as Brent crude scraped the bottom of the pricing barrel with a 12-year low in January there were glimmers of hope as companies started to position themselves for a more positive outlook.

The standout deal within oil and gas occurred in oilfield services; a subsector that has felt particular pain from the oil price slump as upstream contractors slash costs. French service provider Technip announced a planned hook-up with US equipment and tech company FMC Technologies in an all-share merger that will have an equity value of around €12bn based on pre-announcement share prices.

Consolidation and realignment were the name of the game, as the companies, with very different offerings, sought to capture value by dominating across the value chain.

Thriving in the new world of sub-US$60 oil prices was the strategy among the integrated oil majors. However, the bid-ask disparity was still a major hurdle to overcome. But where local conditions, including the regulatory and tax environment, have a major effect on profitability, tailored transactions were forged, such as BP and Det Norske’s combination of their Norwegian assets into Aker BP. This deal allowed BP to make good on part of its divestment programme and provided synergies through tax shelter benefits.

The other major deals in the space occurred in Russia, where Rosneft sold a 29.9% stake in Taas-Yuriakh Neftegazodobycha for €1.2bn and a 23.9% stake in Vankorneft for an undisclosed sum to a consortium of Indian oil and gas firms.

Mining saw a similar pattern, with disposals and investment still slow as

dealmakers awaited positive long-term trends to emerge. Mining and oil and gas fortunes both rest on commodity demand, and while mining stocks raced to the bottom ahead of oil and gas, they likewise have started to climb over the last six months, and this has also seen an uptick in deals.

The sale by Swedish First Quantum Minerals of its Kevitsa nickel mine in Finland to Boliden for €646m provided the green shoots of confidence into the bulk metal M&A market.

Going forward, the generally bearish trend in natural resources and subsequent muted deal flow is likely to change. Mining is beginning to look like an investible place once more as general opinion lends towards a medium-term uptick in commodities. This will allow a rash of juniors and mid-market players to re-engage capital markets to finance projects and acquisitions, and could result in a wave of consolidation from the bottom up.

Oil and gas is a less plural market and requires a longer period of oil price stability before it will see a major uptick in deal flow, however, it is widely assumed that the bottom has been struck and very slowly the bid-ask is coming into alignment as what can and cannot be executed comes into focus. With many of the integrated majors and utilities looking to achieve massive divestment programmes, the question is who will buy and in what innovative ways might deals be structured.

Utilities and power generation will continue to be a strong area of interest. Uncertainty due to global events and domestic events such as Brexit makes buyers nervous in the short term but European assets remain a safe haven for long-term investors.

by Patrick Harris

ENERGY, MINING & UTILITIESOVERVIEW

23


ENERGY, MINING & UTILITIESTOP 15 ANNOUNCED DEALS FOR YEAR ENDING 30 JUNE 2016 (ANY EUROPEAN INVOLVEMENT)

Announced Date


19-May-16 P FMC Technologies Inc Technip SA 4,060

25-Feb-16 P Energy Capital Partners LLC; and Dynegy Inc Engie SA (US fossil business) Engie SA 2,998

13-Jun-16 P China Three Gorges Corporation WindMW GmbH (80% stake) Blackstone Energy Partners LP 1,600

04-Feb-16 C Beijing Enterprises Holdings Limited EEW Energy from Waste GmbH EQT Partners AB 1,438

28-Apr-16 P China Molybdenum Co Ltd Anglo American Plc (Niobium and phosphate business in Brazil)

Anglo American Plc 1,323

16-Mar-16 P Indian Oil Corporation (IOC); Oil India Limited; and Bharat PetroResources Limited

Taas-Yuriakh Neftegazodobycha OOO (29.9% stake) Rosneft Oil Company OAO 1,153

20-Jan-16 C Irving Infrastructure Corp Capstone Infrastructure Corp 1,115

06-May-16 P YTL Power International Berhad; and Guangdong Yudean Group Co Ltd

Attarat Power Company (60% stake) Eesti Energia AS; and Near East Investments

1,104

25-Feb-16 P Public Sector Pension Investment Board Engie SA (New England portfolio of hydroelectric assets) Engie SA 1,090

10-Jun-16 P Det Norske Oljeselskap ASA BP Norge AS BP Plc 1,014

29-Mar-16 P I Squared Capital Viridian Group Limited Arcapita Bank BSC 1,000

16-May-16 C EuroSibEnergo Plc Irkutskenergo OJSC (40.29% stake) INTER RAO UES OJSC 938

10-Feb-16 P Kirkbi A/S; and PKA A/S DONG Energy Burbo Extension (UK) Ltd (50% stake) DONG Energy A/S 884

15-Jun-16 C EDF Invest; and Dutch Infrastructure Fund BV Thyssengas GmbH Macquarie Group Limited 700

10-Mar-16 C Boliden AB Kevitsa mine First Quantum Minerals Limited 646



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


2010 2011 2012 2013 2014 2015 2016

0

10,000

20,000

30,000

40,000

50,000

60,000

70,000

80,000

90,000


2010 2011 2012 2013 2014 2015 2016

18.9%

11.5%

9.4%

9.4%11.0%

4.2%

17.8%

15.2%

2.6%16.0%

20.7%

18.7%5.6%

8.0%

1.0%

15.7%

14.2%

0.1%


25


ENERGY, MINING & UTILITIESFINANCIAL ADVISERS


LEGAL ADVISERS


H1 2016

H1 2015


Number of Deals








8 2 Lazard 5,086 9

9 7 Citi 4,449 8

10 - Societe Generale 4,251 2


12 19 Jefferies 2,564 4

13 - TD Securities 2,205 2

14 14 Macquarie Group 1,829 4

15 - UBS Investment Bank 1,720 3

16 72 PJT Partners 1,716 2

17 - Swedbank 1,386 5


19 27 Barclays 1,323 2

20 - Industrial Securities 1,323 1

H1 2016

H1 2015


Number of Deals




4 18 White & Case 4,311 13

5 38 Sidley Austin 4,060 3

6= - Darrois Villey Maillot Brochier 4,060 1

6= - Davis Polk & Wardwell 4,060 1

6= 23 Sullivan & Cromwell 4,060 1


10 - Osler, Hoskin & Harcourt 2,438 2



13 120 Blake, Cassels & Graydon 1,761 2

14 71 Hengeler Mueller 1,700 2

15 50 Gleiss Lutz 1,700 1

16 30 CMS 1,580 12

17 - BA-HR 1,536 6

18 163 Mayer Brown 1,521 2

19 - P+P Poellath + Partners 1,501 2

20 161 Luther 1,438 1

H1 2016

H1 2015


Number of Deals


2 7 KPMG 985 13


4 13 Lazard 5,086 9

5 1 Citi 4,449 8



8 11 PwC 324 7



11 - Swedbank 1,386 5




15 21 Jefferies 2,564 4

16 2 Macquarie Group 1,829 4

17 4 EY - 4


19 - UBS Investment Bank 1,720 3

20 - Scotiabank 1,226 3

H1 2016

H1 2015


Number of Deals



3 19 White & Case 4,311 13


5 2 CMS 1,580 12

6 55 Orrick Herrington & Sutcliffe 685 12

7 4 Herbert Smith Freehills 548 10

8 35 Watson, Farley & Williams 1,313 8

9 3 Allen & Overy 1,180 7

10 - BA-HR 1,536 6

11 127 Dentons 938 6




15 13 DLA Piper 970 5

16 12 Chiomenti Studio Legale 611 5

17 61 Schjodt 16 5

18 45 Thommessen 1,370 4

19 87 Shearman & Sterling 790 4

20 - Milbank Tweed Hadley & McCloy 586 4

The financial adviser league tables by value and volume have been run from 01/01/2016 to 30/06/2016, 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 01/01/2016 to 30/06/2016 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

A return to caution and tempered M&A activity dominated the first half of 2016. While 2015 was buoyed by high levels of confidence by both consumers and investors, which led to very high multiples and a record-breaking number of megadeals, in the first six months of 2016 investors adopted a 'wait-and-see' approach as economic and political uncertainty prevailed.

As a result, European consumer and retail M&A activity experienced its lowest H1 performance in deal value terms since 2009, with 458 announced deals amounting to €17.1bn. This represents a steep decline compared to the same period in 2015, when 512 deals amounted to €43bn.

The largest deal with a European target in the consumer and retail sector was the sale of three beer brands – Royal Grolsch, Peroni and Meantime Brewing Company – to Japanese company Asahi Group for €2.55bn, as part of the divestment required to secure regulatory approval from the European Commission for the acquisition of London-listed brewer SABMiller by Anheuser-Busch InBev. A second set of divestments for SABMiller’s Eastern European brands is expected to follow.

By geography, Italy accounted for the highest level of activity in terms of value, with 32.7% of all activity; followed by the UK and Ireland with 26.8%; and German-speaking countries with 15.8%. Italian activity in this first half was mainly boosted by deals in the luxury, apparel and personal care segments. Notable deals include the sale of a 60% stake in family-owned Artsana, a producer of baby, health, cosmetics and beauty care products, to UK-based private equity house InvestIndustrial for €1.2bn.

In terms of volume, the UK and Ireland came on top with 88 deals (19.0%), followed closely behind by France with 86 deals, or 18.8%.

Retail was the most active segment within the sector in this first half, while food and beverages experienced rather subdued level of activity. Standout deals in retail include the acquisition by France-based

SEB Group of German tableware and kitchenware supplier WMF, from US PE firm KKR for €1.6bn. The merger of Home Retail Group, the UK home merchandise retailer, and UK supermarket group J Sainsbury, reached €1.3bn in deal value. The result of the UK referendum to leave the EU is unlikely to impact the pending deal announced in March. Earlier in January, Home Retail Group had also agreed to the sale of its Homebase business to Australia-based hardware retailer Westfarmers for €442m. Another UK retailer, Darty, which sells electrical products, was acquired by French household product and furniture group Conforama in a €1.2bn deal.

The majority of activity was focused below the €500m deal range, and this is likely to continue, as uncertainty around Brexit is likely to have a greater impact on larger deals than mid-market ones. Going into the second half, M&A expectations are rather subdued. The uncertainty created by Brexit will inevitably slow activity in the space. Caution will dominate M&A decisions as both buyers and sellers across Europe try to understand how Brexit will impact them.

In the UK, customer confidence post-Brexit is yet to be fully gauged, although a decline in consumer spending is expected, especially if the pound remains weak. While currency depreciation may lower UK valuations, making UK companies in the space cheaper for European and other international buyers, there may also be less assets available in the short to mid-term as sellers wait for a more certain macroeconomic environment.

However, high quality assets across Europe will continue to attract a pool of strategic and private equity bidders. The latter are under pressure to deploy capital, while cash rich corporates, particularly from Asia and North America, will continue to take advantage of the best opportunities in the market. In H1 2016, the transactional value of transatlantic deals, where a North American bidder acquired a European consumer target, hit €1.9bn for 30 deals. The value of deals where an Asian buyer has acquired

a European consumer target reached €4.1bn for 25 deals.

Among standout deals with a North American buyer are the sale by Rhone Capital of its Switzerland-based provider of bottle-fed water coolers and coffee machines Eden International to Canadian non-alcoholic beverage group Cott Corporation for €470m; the acquisition of UK-based single malt whisky producer The BenRiach Distillery by US-based Brown-Forman Corporation for €367m; and the acquisition of Italian sportswear group Champion Europe by US-based Hanesbrands for €220m.

As per deals with an Asian buyer, besides the acquisition of SABMiller’s three beer brands by Japan-based Asahi Group and the sale of Mayborn Group to Chinese Shanghai Jahwa Group, another China-based firm, apparel and fashion brand agent Modern Avenue Group Co., acquired Italian fashion-buyer shops operator Excelsior Milano from Gruppo Coin in a €213m deal; and Japan-based Nissin Foods Holdings Co., the instant noodles company, acquired a 17.27% stake in UK food producer Premier Foods for €131m.

by Virginia Garcia Martinez

27


CONSUMERTOP 15 ANNOUNCED DEALS FOR YEAR ENDING 30 JUNE 2016 (ANY EUROPEAN INVOLVEMENT)

Announced Date


08-Feb-16 C Berli Jucker Public Co Ltd Big C Supercenter PCL Casino Guichard Perrachon SA 5,519

24-Jun-16 P Henkel AG & Co KGaA The Sun Products Corporation Vestar Capital Partners Inc 3,232

19-Apr-16 P Asahi Group Holdings Ltd Royal Grolsch NV (Grolsche Bierbrouwerij Nederland NV); Birra Peroni SRL; and Meantime Brewing Company Limited

SABMiller Plc 2,550

23-May-16 P Groupe SEB SA WMF Wuerttembergische Metallwarenfabrik AG Kohlberg Kravis Roberts & Co LP 1,585

03-Mar-16 P Samsonite International SA Tumi Inc Doughty Hanson & Co 1,573

02-Mar-16 P China Resources Beer (Holdings) Company Limited China Resources Snow Breweries Limited (49% stake) SABMiller Plc 1,472

18-Mar-16 P J Sainsbury Plc Home Retail Group Plc 1,268

18-Mar-16 L Conforama France SA Darty Plc 1,216

12-Apr-16 C InvestIndustrial Artsana SpA (60% stake) The Catelli family 1,200

29-Apr-16 C Central Group Big C Vietnam Casino Guichard Perrachon SA 1,000

04-Feb-16 P Nestle SA Osem Investment Ltd (36.3% stake) 763

19-Feb-16 C Dolly Srl Panini SPA Fineldo SpA; and Hugo Aldo Sallustro (Private Investor)

755

15-Mar-16 C Davide Campari-Milano SpA Societe des Produits Marnier Lapostolle 652

01-Jun-16 P The Coca-Cola Company; and Coca-Cola FEMSA SAB de CV

Unilever Plc (AdeS soy-based beverage business) Unilever Plc 516

07-Jun-16 P Cott Corporation Eden International SA Rhone Capital LLC 470



Volu

me

Valu

e (€

m)

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.


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


2010 2011 2012 2013 2014 2015 2016

0

25

50

75

100

125

150

175

200

225

250

275

300


2010 2011 2012 2013 2014 2015 2016

19.0%

14.0%

18.8%7.9%

6.6%

8.1%

13.8%

9.8%2.0%

26.8%

15.8%

5.3%

6.7%

32.7%

3.0%

4.8%3.6%

1.3%

29


CONSUMERFINANCIAL ADVISERS


LEGAL ADVISERS


H1 2016

H1 2015


Number of Deals





5 12 Credit Agricole 6,821 9

6 4 Lazard 6,618 10

7 27 HSBC 6,468 5



10= - JayDee Partners 5,519 1

10= - Maybank Investment Bank 5,519 1

12 175 Natixis 5,045 7


14 2 JPMorgan 4,636 5

15 17 Citi 4,057 3



18 - Perella Weinberg Partners 3,232 2

19 - The Quant Group 2,040 1


H1 2016

H1 2015


Number of Deals

1 105 Darrois Villey Maillot Brochier 7,171 4



4 - Cleary Gottlieb Steen & Hamilton 5,877 6

5 3 Allen & Overy 3,702 15

6 - King & Spalding 3,472 2




10 11 Simpson Thacher & Bartlett 2,213 4

11 - Weerawong, Chinnavat & Peangpanor 2,040 1


13 - Gleiss Lutz 1,885 3

14 26 Hengeler Mueller 1,885 2

15 38 NautaDutilh 1,697 6

16 60 Schoenherr Rechtsanwaelte 1,676 4

17 104 Walder Wyss 1,599 5

18 - Cerha Hempel Spiegelfeld Hlawati 1,585 1

19= 9 Cravath, Swaine & Moore 1,573 2

19= 7 Ropes & Gray 1,573 2

19= 24 Shearman & Sterling 1,573 2

H1 2016

H1 2015


Number of Deals

1 1 KPMG 245 18


3 6 Deloitte 325 15

4 3 PwC 445 14

5 7 Lazard 6,618 10

6 8 EY 324 10

7 44 Credit Agricole 6,821 9



10 175 Natixis 5,045 7








18 82 HSBC 6,468 5

19 5 JPMorgan 4,636 5

20= 42 ING - 5

20= 202 United Bankers Group - 5

H1 2016

H1 2015


Number of Deals

1 1 Allen & Overy 3,702 15


3 9 DLA Piper 192 12



6 8 White & Case 1,478 10

7 4 Baker & McKenzie 516 9


9 45 Dentons 717 8


11 23 Pedersoli Studio Legale 1,120 7

12 6 Latham & Watkins 37 7

13 2 CMS 7 7

14 55 Hannes Snellman - 7

15 - Cleary Gottlieb Steen & Hamilton 5,877 6




996 6

19 7 Jones Day 256 6

20 11 Bech-Bruun 240 6

The financial adviser league tables by value and volume have been run from 01/01/2016 to 30/06/2016, 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 01/01/2016 to 30/06/2016 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

Following a blockbuster year for M&A in 2015, European Telecoms, Media & Technology (TMT) deal flow has since cooled.

Q1 2016 saw the lowest level of TMT M&A activity since 2013, with 206 deals worth a combined €12.6bn. Though the second quarter bounced back with 243 deals worth €26.6bn, the total deal value in the first half still represented a 44% downward spiral compared to the same period in 2015, to €39.2bn from €70.4bn.

The drop in value across the UK and Ireland was particularly stark in the run-up to June’s UK-EU referendum. Deals in the UK and Ireland accounted for 15.7% of overall TMT deal value across Europe. In terms of deal volume, numbers were largely unchanged, suggesting that while larger deals were put on hold, the mid-market remained as active as ever. There were 119 TMT deals in the UK and Ireland in H1 2016, compared to 126 in the same period last year.

Chinese buyers were a dominant theme in technology M&A across a variety of subsectors. China’s economy is in the process of an overall shift towards more reliance on domestic consumption versus exports, and as such, Chinese firms are acquiring consumer and leisure companies in Europe to fuel that demand. At the same time, Chinese industry is attempting to move up the value chain; and acquiring foreign high-tech companies is one way to achieve such a goal.

In the largest TMT deal of the year so far, Chinese Internet company Tencent acquired a majority stake in Finnish mobile gaming company Supercell from Japanese technology firm SoftBank for €7.6bn. Tencent operates WeChat, a messaging app with more than 1 billion accounts and more than 750 million active monthly users, while Supercell is the developer of the popular Clash of Clans game.

In the semiconductor space, Chinese private equity firm JAC Capital announced the acquisition of Netherlands-based NXP’s Standard Products business, Nexperia,

for €2.45bn, while JAC had already bought NXP’s RF Power business for €1.6bn last year. In a similar move, China-based Fujian Grand Chip Investment Fund made a €488m offer for German semiconductor company Aixtron.

Within media, the numbers held steady. There were 100 media deals in Europe worth €5.74bn recorded in H1 2016, compared with 125 worth €5.4bn in H1 2015.

The UK’s media sector was targeted more than any other European country, accounting for €2.7bn of deal value, up from €378m during the same period last year. This was largely attributed to General Atlantic’s €1.29bn takeover of Argus Media – which was agreed on a 26.6x EBITDA multiple. Business data and subscription services are expected to continue to be a focal point of M&A activity.

At the same time, Argus Media, among others, is searching for scale and growth via acquisitions in events and exhibitions, partly thanks to the sector’s strong cashflow from advanced bookings. The events sector remains highly fragmented and offers opportunities for consolidation.

In the telecoms space, the most talked about deal this year turned out to be one that did not eventually happen. In May, the European Commission (EC) blocked the €14bn merger of the UK’s second largest mobile operator, O2, owned by Spanish telco Telefonica, and its fourth largest, Three, owned by Hong Kong-based Hutchison Whampoa. The deal, had it gone through, would have reduced the number of mobile operators in the UK from four to three.

Hutchison is now awaiting the EC decision on the merger of its subsidiary, Three Italia, with Wind, Russian telco VimpelCom’s Italian unit. Other telcos planning on conducting M&A will be watching that deal closely to get a better view on the EC’s thinking on mergers of pureplay mobile operators.

While combinations of mobile operators may be more difficult since Margrethe Vestager assumed the title

of EC Commissioner for Competition in November 2014, there is increased optimism for companies attempting to build 'quad-play' offerings – a one-stop-shop for fixed-line, mobile, Internet, and television services. For example, UK-based Liberty Global and Vodafone are combining their respective Dutch assets, mobile operator Vodafone Libertel and cable provider Ziggo, in a 50/50 joint venture. The deal, worth €6.2bn, is under merger control review with the EC, and was the second largest TMT deal announced in the first half of the year.

Meanwhile, the question of what Telefonica will do with O2 UK is still up in the air, as is the question of what Hutchison’s next move will be. With consumer confidence falling in the UK, telcos may be catalysed into M&A activity.

The fallout from Brexit will be felt across all industries but the technology sector is expected to be comparatively resilient. Technologies such as managed hosting, compliance and cybersecurity are critical to enterprises, and will remain strong value propositions for buyers.

by Yining Su and Amy-Jo Crowley

31


TELECOMS, MEDIA & TECHNOLOGYTOP 15 ANNOUNCED DEALS FOR YEAR ENDING 30 JUNE 2016 (ANY EUROPEAN INVOLVEMENT)

Announced Date


21-Jun-16 P Tencent Holdings Ltd Supercell Oy (84.3% stake) SoftBank Group Corp 7,607

15-Feb-16 P Liberty Global Europe Holding BV/Vodafone International Holdings BV

Ziggo BV; and Vodafone Libertel BV Vodafone International Holdings BV; and Liberty Global Europe Holding BV

6,200

16-Jun-16 P ASML Holding NV Hermes Microvision Inc 2,465

14-Jun-16 P JAC Capital Management Ltd; and Wise Road Capital Ltd

NXP Semiconductors NV (Standard Products business) NXP Semiconductors NV 2,445

09-Jun-16 P Sky Network Television Limited Vodafone New Zealand Ltd Vodafone Europe BV 2,115

23-May-16 P General Atlantic LLC Argus Media Limited Nasmyth family 1,292

10-Feb-16 C Consortium led by Golden Brick Opera Software ASA 1,121

29-Apr-16 P SES SA O3b Networks Limited (1.4% stake) 1,070

01-Apr-16 C EQT Partners AB; Sampension KP Livsforsikring AS; and Danica Pension

Sitecore Corporation A/S Technology Crossover Ventures 1,000

25-Jan-16 P Siemens AG CD-adapco 898

12-Apr-16 P Alibaba Group Holding Ltd Lazada Group (66.42% stake) Tesco Plc; and Rocket Internet SE 877

13-Jan-16 C Orange SA Airtel Sierra Leone; and Airtel Burkina Faso Bharti Airtel International (Netherlands) BV

829

08-Apr-16 P Cairo Communications spa RCS Media Group SpA (95.28% stake) 779

08-Apr-16 P Vivendi SA Mediaset Premium SPA Telefonica SA; and Mediaset SpA 755

16-May-16 C Consortium led by InvenstIndustrial RCS Media Group SpA (77.4% stake) 731


5.7%

27.0%

7.9%

15.7%

28.3%

8.5%

1.8%

4.0%

1.1%

26.5%

16.7%

12.2%5.8%

3.3%

8.0%

18.3%

7.6%1.6%

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


2010 2011 2012 2013 2014 2015 2016

0

5,000

10,000

15,000

20,000

25,000

30,000

35,000

40,000


2010 2011 2012 2013 2014 2015 2016


33


TELECOMS, MEDIA & TECHNOLOGYFINANCIAL ADVISERS


LEGAL ADVISERS


H1 2016

H1 2015


Number of Deals





5= 29 Mizuho Financial Group 7,607 1

5= 30 Raine Group 7,607 1


8 16 LionTree Advisors 6,430 2

9 - Robey Warshaw 6,200 1



12 6 Citi 3,215 3

13 26 Jefferies 2,466 7


15 40 PwC 1,785 18

16 - NOR Capital 1,733 2

17 - Sycomore Corporate Finance 1,727 1

18 - NC Advisory 1,639 1

19 35 Jamieson Corporate Finance 1,439 2

20 20 Deloitte 1,433 7

H1 2016

H1 2015


Number of Deals


2 27 Allen & Overy 10,493 13

3 5 White & Case 10,421 19


5 36 Hannes Snellman 7,776 3

6 127 Fenwick & West 7,721 8

7 62 Morrison & Foerster 7,649 3

8= 72 Avance Attorneys 7,607 2

8= 28 Covington & Burling 7,607 2

10 213 Anderson Mori & Tomotsune 7,607 1

11= 34 Loyens & Loeff 6,200 5

11= 369 NautaDutilh 6,200 5

13 9 De Brauw Blackstone Westbroek 4,910 3




17 42 Jones Day 2,759 19

18 122 Dechert 2,754 5


20 - Lee and Li Attorneys at Law 2,486 2

H1 2016

H1 2015


Number of Deals

1 1 PwC 1,785 18

2 18 Rothschild 479 11

3 11 KPMG 216 11

4 2 EY 53 11





9 19 Jefferies 2,466 7

10 8 Deloitte 1,433 7

11 3 Lazard 1,384 7



14 27 BDO 17 6




18 23 Lepe Partners 502 5

19 26 Globalscope Partners 132 5

20 25 GP Bullhound 96 5

H1 2016

H1 2015


Number of Deals

1 1 DLA Piper 767 24

2 9 White & Case 10,421 19

3 5 Jones Day 2,759 19


5 4 Allen & Overy 10,493 13


7 31 Dentons 498 12

8 3 Squire Patton Boggs 226 12




12 30 Orrick Herrington & Sutcliffe 492 11

13 29 Mannheimer Swartling 421 11

14 11 Hogan Lovells International 262 11




18 2 CMS 657 9

19 38 Vinge 340 9

20 301 Advokatfirman Lindahl 114 9

The financial adviser league tables by value and volume have been run from 01/01/2016 to 30/06/2016 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 01/01/2016 to 30/06/2016 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

Transportation and logistics M&A across Europe slumped in the first half of 2016 compared to deal activity in 2015 as a continued depression in oil prices along with macroeconomic tensions slightly muted dealmaking enthusiasm and appetite for megadeals.

A total of 109 deals were struck in H1 2016 – 16% down from H2 2015. However, the value of transactions plummeted 59% from solid ground of €13.6bn in H2 2015 to €6.4bn in H1 2016. Transportation deals showed slight signs of getting back on track during the second quarter, in which deal value rose to €4.8bn compared to €1.6bn in Q1 2016.

Logistics has experienced solid M&A activity so far this year with around half of the top 15 deals falling within this segment. The year kicked off with a 15% stake sale of Spain’s Compania Logistica de Hidrocarburos (CLH). CLH is a provider of logistic services and supplies petrol, diesel, heavy duty diesels and aviation fuels. It was sold by US private equity player Global Infrastructure Partners and acquired by Canada’s Borealis Infrastructure Management for €500m.

This was also the largest private equity deal across the sector in the first half of 2016. In previous years, private equity has held a more bullish outlook and invested more heavily within the sector but has been reluctant to wade into megadeals this year. Borealis’ overall acquisition of CLH was conducted in two tranches with a second €300m invested. The combined deals made Borealis CLH’s second largest shareholder (24.15%), behind Ardian, the French fund, which controls 25%.

Italian transport and logistics M&A made up close to half of European deal value in the sector with 48.9%, mainly stemming from the 35% stake sale of Poste Italiane to Cassa depositi e Prestiti. Iberia was the second hottest European deal destination for the sector, accounting for €1.1bn worth of deals in H1 2016, from 12 deals. The UK dominated in terms of deal volume with 21 deals, largely in the mid-market range.

In June, another large logistics deal swung into action with the sale of German supply chain management company LGI Logistics Group International in a deal worth €257m. The buyer, Swedish peer Elanders, had been looking to complement its existing operations in supply chain solutions for some time.

Airport operators also had their day when a 10% stake in Austria’s Flughafen Wien fetched €210m in March through Luxemburg-based holding company Airports Group Europe.

In April, Hong Kong-based COSCO Group’s bid for Piraeus Port Authority for €389m was snapped up by the cash- starved Greeks. This also underlined the continuing interest from Chinese investors in European transport assets, particularly in ports, considered as transport hubs for the region.

Keeping with the trend of Asian investors entering Europe, in May, COSCO Ports (Rotterdam) sailed into buying up a 35% stake in Euromax Container Terminal Rotterdam for €125m.

Shipping deals were few and far between, and of low value on the back of poor dry bulk rates, an over-supply of vessels and low oil prices. On 10 February 2016, the London- based Baltic Dry Index fell to its lowest-ever level of 290 points. The glut of low-priced oil stockpiles indicates that demand has fallen for the transportation of crude oil.

The continued impact of low oil could free up funds for acquisitions in some subsectors where it reduces transport running costs as the year rolls on. On the other hand, in the shipping sector players expect to continue to see depressed demand, not only incrude transportation but for commodities, especially in dry bulk. However, in response to the crisis in shipping and the overall lack- lustre deal environment, some players could take advantage of rock-bottom prices and make low-cost acquisitions. Joint ventures are expected to spring up to share the risk and

players may create special-purpose funds to acquire companies and assets.

More privatisations are likely in Central and Eastern Europe and in South East Europe as governments endeavour to raise much-needed cash. Among these, ports are expected to be one of the most active subsectors. In particular, the privatisation of a 51% stake in OLTH (Thessaloniki Port Authority), the second largest port authority of Greece, is awaiting a preferred bidder.

There is also significant interest from foreign funds in the Greek 648-kilometre- long Egnatia Motorway.

by Elaine Green

TRANSPORTATIONOVERVIEW

35


TRANSPORTATIONTOP 15 ANNOUNCED DEALS FOR YEAR ENDING 30 JUNE 2016 (ANY EUROPEAN INVOLVEMENT)

Announced Date


24-Jun-16 P Cassa depositi e Prestiti SpA Poste Italiane SpA (35% stake) Italian Ministry for the Economy and Finance 2,930

04-Apr-16 P Alaska Air Group Inc Virgin America Inc Mr Richard Branson (Private Investor); VX Employee Holdings LLC; and Cyrus Aviation Investor LLC

2,011

27-Jan-16 C Borealis Infrastructure Management Inc Compania Logistica de Hidrocarburos CLH SA (15% stake)

Global Infrastructure Partners 500

08-Apr-16 P COSCO (Hong Kong) Group Limited Piraeus Port Authority (OLP) (67% stake) Hellenic Republic Asset Development Fund 389

11-Jan-16 C Borealis Infrastructure Management Inc Compania Logistica de Hidrocarburos CLH SA (9.15% stake)

Compania Espanola de Petroleos SAU 300

17-Jun-16 P Elanders AB LGI Logistics Group International GmbH KAJO NEUKIRCHEN Management und Beteiligungs GmbH; and M Cap Finance Mittelstand GmbH & Co KG

257

18-Feb-16 C LDC (Managers) Limited CitySprint (UK) Limited Dunedin Capital Partners Limited 225

01-Jun-16 P Imperial Holdings Limited Palletways Group Limited Phoenix Equity Partners Limited 211

14-Mar-16 C Airports Group Europe Sarl Flughafen Wien AG (10% stake) 210

31-May-16 P AEA Investors LP Scan Global Logistics AS BWB Partners 182

20-May-16 C Kuehne Holding AG VTG AG (20% stake) WL Ross & Co 150

11-May-16 P COSCO Ports (Rotterdam) Limited Euromax Container Terminal Rotterdam (35% stake)

Europe Container Terminals BV 125

15-Mar-16 C Aberdeen Asset Management PLC Metro Ligero Oeste SA (30% stake) GED Iberian Private Equity SA 105

27-Jun-16 P ID Logistics Group SA Logiters Logistica SA Corpfin Capital SA 85

25-May-16 P Faith Holdings Inc Hellenic Carriers Limited (76.67% stake) 83


7.8%

9.8%

0.5%

17.7%

48.9%

2.0%

3.6%2.2%

7.5%

19.3%

16.5%

11.9%5.5%

11.0%

9.2%

10.1%

12.8%

3.7%

0

2,000

4,000

6,000

8,000

10,000

12,000

14,000

16,000

18,000


2010 2011 2012 2013 2014 2015 2016

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




0

10

20

30

40

50

60

70

80


2010 2011 2012 2013 2014 2015 2016


37


TRANSPORTATIONFINANCIAL ADVISERS


LEGAL ADVISERS


H1 2016

H1 2015


Number of Deals

1 5 Lazard 5,486 3

2 14 Citi 4,886 1




6= - Cowen Group 2,011 1

6= - Evercore Partners 2,011 1



10 - Wyvern Partners 436 2

11= 4 Morgan Stanley 389 1

11= - Piraeus Bank 389 1

13 46 Banco Bilbao Vizcaya Argentaria 300 1

14 29 PwC 225 3

15= - Catalyst Corporate Finance 225 1

15= - Liberty Corporate Finance 225 1

17 - Standard Bank Group 211 1

18 - Nomura Holdings 210 1

19 16 Credit Suisse 150 2

20 - PJT Partners 85 1

H1 2016

H1 2015


Number of Deals



3= 1 Allen & Overy 4,886 2

3= 13 White & Case 4,886 2

5 - Chiomenti Studio Legale 2,930 1


7 - Gibson Dunn & Crutcher 2,094 2


9= - Mayer Brown 2,011 1

9= - McGuireWoods 2,011 1

9= - O'Melveny & Myers 2,011 1

12 15 Torys 800 2


14 126 Travers Smith 422 1

15= - Alexiou & Kosmopoulos Law Firm 389 1

15= - Holman Fenwick & Willan 389 1

15= 116 Paul Hastings 389 1

18= - Greenfort Partnership of Lawyers 257 2

18= 128 Vinge 257 2

20 - Classen Fuhrmanns & Partner 257 1

H1 2016

H1 2015


Number of Deals


2 25 KPMG - 4

3 15 Lazard 5,486 3


5 6 PwC 225 3

6= - BDO - 3

6= 7 Deloitte - 3



10 - Wyvern Partners 436 2

11 20 Credit Suisse 150 2

12 - Livingstone Partners 21 2

13 - Dow Schofield Watts - 2

14 10 Citi 4,886 1


16= - Cowen Group 2,011 1

16= - Evercore Partners 2,011 1

18= 9 Morgan Stanley 389 1

18= - Piraeus Bank 389 1

20 46 Banco Bilbao Vizcaya Argentaria 300 1

H1 2016

H1 2015


Number of Deals




4 - Wiersholm 43 4

5 9 CMS - 4

6 34 NautaDutilh 125 3

7 25 Gatti Pavesi Bianchi 75 3

8= 85 DLA Piper - 3

8= - Goltsblat BLP - 3

8= 1 Linklaters - 3

11= 2 Allen & Overy 4,886 2

11= 5 White & Case 4,886 2

13 - Gibson Dunn & Crutcher 2,094 2


15 38 Torys 800 2


17= - Greenfort Partnership of Lawyers 257 2

17= 128 Vinge 257 2


20= - Eisenberger & Herzog Rechtsanwalts 210 2

20= - Wolf Theiss 210 2

The financial adviser league tables by value and volume have been run from 01/01/2016 to 30/06/2016, 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 01/01/2016 to 30/06/2016 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

Pharma, medical and biotech sector dealmaking experienced a slowdown in the number of deals announced in the first six months of 2016 but large-cap cross-border deals underpinned a spike in deal value.

H1 2016 recorded 221 deals worth €31.7bn, more than twice the value of deals in H1 2015, which saw 235 deals worth €16.4bn,

Sanofi’s yet to be completed swap of its animal health unit Merial with German Boehringer Ingelheim worth €11.4bn boosted sector deal value and placed France as the top dealmaker by value with a 38.8% share of total European pharma, medical and biotech (PMB) sector M&A. The healthy volume of deals in the UK and Ireland, which places the region as the highest performer by deal count with a 19.1% share of total European PMB deals, suggests an optimistic outlook for the UK. However, in terms of total deal value the PMB sector in UK & Ireland only took 14.3%.

Activity is being driven by transatlantic dealmaking which has been heating up and will continue to drive growth for companies on either side of the Atlantic. This is also rippling down to the mid-market segments with private equity players taking an active role in both the pharma and medtech space.

Mid-market fund Duke Street Capital’s acquisition in March of Medi-Globe, a German medical devices business focused on minimally invasive surgery in gastroenterology and urology, for €130m is an exemplary in the space.

According to the spectrum of dealmaking, medical devices, generic and over-the-counter drugs as well as the healthcare services subsectors are all active and attracting both financial and strategic buyers. Pending deals such as UK-based Mylan’s acquisition of Swedish branded generics player Meda or Swiss hearing solutions specialist Sonova’s acquisition of Dutch hearing aid retailer AudioNova, show that assets in established growth therapeutics areas – as is hearing loss, or that provide cheaper solutions to constrained healthcare systems – as are

generics, remain among the most attractive targets in the healthcare spectrum.

These are also ideal prey for sponsors who are ready to pay high digit multiples. French PE firm PAI Partners for example completed a pharma deal worth €750m, namely France-based Ethypharm for €750m at a 12.5x EBITDA multiple. PE appetite is clearly focused on revenue-generating assets in niche areas where there are limited players and where they are guaranteed to experience growth – in these cases, addiction treatment and laryngectomy, respectively.

In terms of European players going overseas, the largest deal so far this year is from US-listed, Ireland-headquartered orphan disease specialist Shire, which after months of pursuit, finally completed the acquisition in January of US-based haematology specialist Baxalta – a company that was only spun-off from US parent Baxter in July last year.

European headquartered bidders who want to diversify their exposure and tap into a rife US biotech and medical market are faced with having to pay much higher valuations compared to European peers. Yet targets such as Baxalta which are revenue-generating belong to a category that most pharma players would not find attractive, in this case haemophilia. They can, however, be acquired at lower valuations while bearing the promise of potential upside through innovative therapies, as Baxalta has with its Phase I gene therapy for haemophilia.

Other European majors have also been looking to the US for early stage disruptive technologies which, once acquired, can be maximised within a solid clinical leadership structure. Such an example would be Roche’s acquisition of US biotech Tesha Therapeutics which, once completed, will give the Swiss pharma giant the addition of a pioneer in epigenetic technology for the treatment of cancer.

Within the completed deal category of top PMB deals, two of them are

inbound from the US and China into the UK. Chinese Creat Group acquired Bio Products Laboratory (BPL) in May for €1.1bn. BPL’s plasma division is said to be the largest supplier of US plasma to third parties, thus giving the Chinese acquirer access to a wider market.

Meanwhile, US headquartered Acadia Healthcare – now one of the largest providers of inpatient behavioural health services in the UK – acquired the UK’s Priory Group just at the start of the year. Acadia gradually built up its portfolio through the acquisition of Care UK’s mental health business in 2015 and Partnership in Care in 2014, both of which received the majority of revenues from the UK’s national health system (NHS).

The deals are reflective of the continued globalisation of US and Chinese strategic acquirers. They also show that US bidders now have emerging rivals to contend with in auction processes – namely Chinese strategic buyers who pitch ultra-premium prices to ensure they win the process. European assets that have a good track record or which have received substantial reorganisation and investment from PE funds, are the preferred targets for such buyers.

Evidence points to healthcare digitalisation and connectivity being among the subsectors of compelling growth outlook. In February this year, Swiss MindMaze, a university spin-out that developed an end-to-end multisensory computing platform for limb rehabilitation, raised more than €90m in commitments from Indian conglomerate Hinduja Group and family offices. The faith in such breakthrough technology is not hard to discern given it fits the fundamental characteristics of an investor’s enthusiasm, namely, ensured market penetration of a healthcare solution, high recurring revenues and barriers to entry for any potential competitor.

by Mintoi Chessa-Florea

39


PHARMA, MEDICAL & BIOTECHTOP 15 ANNOUNCED DEALS FOR YEAR ENDING 30 JUNE 2016 (ANY EUROPEAN INVOLVEMENT)

Announced Date


11-Jan-16 C Shire Plc Baxalta Inc 32,249

27-Jun-16 P Boehringer Ingelheim GmbH Merial SAS Sanofi SA 11,400

10-Feb-16 P Mylan NV Meda AB 8,844

04-Jan-16 C Acadia Healthcare Company Inc The Priory Group Limited Advent International Corporation 1,968

31-May-16 C Jazz Pharmaceuticals Inc Celator Pharmaceuticals Inc 1,115

19-May-16 C Creat Group Corporation BPL Holdings Limited Bain Capital LLC; and UK Department of Health 1,068

27-Jun-16 P Medtronic Inc HeartWare International Inc 993

13-May-16 P Mylan NV Renaissance Acquisition Holdings LLC (Topical pharmaceutical business)

RoundTable Healthcare Partners LP 838

30-May-16 P PAI Partners SAS Atos Medical AB EQT Partners AB 830

04-May-16 P Sonova Holding AG AudioNova International BV HAL Investments BV 830

09-Jun-16 C PAI Partners SAS Ethypharm SA Intermediate Capital Group Plc; and Astorg Partners 750

11-Mar-16 P CVC Capital Partners Limited DOC Generici srl Charterhouse Capital Partners LLP 650

16-Mar-16 C Vectura Group Plc SkyePharma Plc 517

11-Jan-16 P Roche Holding AG Tensha Therapeutics Inc Healthcare Ventures LLC 494

04-Mar-16 P Siemens AG Siemens Limited (Healthcare business division) Siemens Limited 417


19.1%

14.9%

14.5%8.1%

10.4%

8.1%

16.7%

1.4%6.8%

38.8%

5.4%1.9%

3.4%

33.5%

0.4%0.8%

1.5%

14.3%


0

20

40

60

80

100

120

140


2010 2011 2012 2013 2014 2015 2016

0

10,000

20,000

30,000

40,000

50,000

60,000


2010 2011 2012 2013 2014 2015 2016

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


H1 2016

H1 2015


Number of Deals

1 3 Barclays 34,306 3


3 6 Citi 33,416 3





8 8 Lazard 13,605 6


10 - Handelsbanken Capital Markets 9,104 2

11= 24 Centerview Partners 8,844 1

11= - SEB 8,844 1

13 10 Jefferies 3,545 7

14 2 JPMorgan 2,903 5

15 32 Numis Securities 1,968 1


17 - MTS Health Partners 1,410 2

18 17 EY 1,173 9

19 29 PwC 1,148 12

20 - Societe Generale 996 2

H1 2016

H1 2015


Number of Deals


2 18 White & Case 43,904 9



5 11 Fried Frank Harris Shriver & Jacobson 33,659 3

6 38 Jones Day 33,434 6

7 15 Ropes & Gray 33,242 4



10 5 Arthur Cox 32,268 3


12 10 Stibbe 9,674 3

13 127 Vinge 8,864 3


15 90 Mannheimer Swartling 8,844 2

16 - Cadwalader, Wickersham & Taft 8,844 1


18 - Stephenson Harwood 2,042 2

19 42 Cooley 1,269 5


H1 2016

H1 2015


Number of Deals

1 2 PwC 1,148 12

2 7 EY 1,173 9


4 8 Deloitte 570 8


6 3 KPMG 270 7

7 5 Lazard 13,605 6

8 6 JPMorgan 2,903 5



11 94 ABG Sundal Collier Holding 8 4

12 11 Barclays 34,306 3

13 9 Citi 33,416 3

14 74 Guggenheim Partners 365 3


16= - Evli Bank 32 3

16= 36 M&A International 32 3

16= - PCA Corporate Finance 32 3

19 - HDR Partners 8 3


H1 2016

H1 2015


Number of Deals


2 2 White & Case 43,904 9

3 9 DLA Piper 608 9



6 8 Jones Day 33,434 6


8 10 Clifford Chance 663 6

9 43 Roschier 335 6

10 97 Gide Loyrette Nouel 135 6

11 94 Dentons 124 6


13 13 Cooley 1,269 5

14 182 Accura 872 5

15 44 Hengeler Mueller 830 5

16 19 Covington & Burling 580 5

17 217 Hannes Snellman 327 5


19 73 King & Wood Mallesons 115 5

20 211 Garrigues 106 5

The financial adviser league tables by value and volume have been run from 01/01/2016 to 30/06/2016, 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 01/01/2016 to 30/06/2016 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 European construction and building materials M&A performance was largely reflective of the general trend experienced across Europe of seeing lower deal values. In the beginning of the year a stuttering economy has rocked the level of confidence in equity capital markets, which have caused consternation among M&A dealers.

While concern has also swelled since the UK decided to leave the EU, deals that did take place during the first half of the year were spearheaded by concrete and aggregate sales, alongside the construction of roads and urban motorways. Numerous deals this year have revolved heavily around aggregate and concrete sales.

Deal volume within the sector soared 48% to 166 deals, reaching its highest level since 2008, yet this was not reflected in the overall value, which fell 33% compared to the same period last year. This year’s €12.3bn worth of deals in H1 tailed off from €18.5bn recorded in H1 2015, which itself was a chunky comedown from the €36.7bn registered in H1 2014.

The drop in value mirrors a slide in the number of large-scale deals conducted. Of the 166 total announced deals iwith European target, three broke the €1bn mark. Five such billion-euro-plus deals had been struck during the equivalent period last year.

A reawakening of Spanish property and construction has helped boost activity across the sector, which has laid largely dormant on the Iberian Peninsula since the onset of the financial crisis and Spain’s subsequent recession. Spain and Portugal accounted for 63.0% of all Europe-targeted deal value within construction during H1 2016, while only generating 7.2% of total European deal volume.

The lion’s share of deal value came in Q1 with Mexican company Inversora Carso striking a table-topping €6.8bn deal with Spanish cement, construction and maintenance firm Formento de Construcciones y Contras, securing a 63.4% equity stake. The deal’s roots date

back to February when Inversora Carso acquired a 17.66% stake in Formento de Construcciones y Contras for €401m, which triggered a mandatory offer, conducted one month later.

Second to Inversora Carso was the €1.5bn acquisition of a 6.1% stake in Swiss LafargeHolcim by Russia’s Sberbank.

Other legacy deals from the €24bn megamerger between Lafarge and Holcim in 2014 continued to overflow since the deal was struck as the enlarged group restructures itself. Holcim Maroc was sold for €1.1bn in March while Lafarge Halla Cement was the subject of a 99.7% sale to a consortium consisting of Baring Private Equity Asia, Glenwood Private Equity and Korean Teachers Credit Union for €470m.

Overall, the region announced a total of 12 deals with a total deal value of €7.8bn. Notable outbound deals include Spanish infrastructure operator Abertis Infraestructuras’ acquisition of 51.4% in Italian A4 Holding for €1.2bn and Abertis’ €948m agreement to take on 50% of Chilean tollway designer Sociedad Consesionaria Autopista Central.

Most of the deals in H1 2016, however, targeted the Nordic regions which accounted for 23.6% of European M&A.

While construction saw little let up during the first quarter, deal flow in Q2 stuttered as the UK prepared its decisive vote. Overall, only 15% of construction executives were in favour of the UK leaving the EU, a study by Smith & Williamson showed, foreshadowing the economic effects on the sector.

The sector may face a future financial predicament in light of the UK’s exit from the EU. The UK is one of the sector’s biggest investors globally, alongside the US, China, India and Canada, and as well as using domestic materials, large volumes of building materials are imported from Sweden, Italy and Germany.Due to the impending British exit from the EU, trading laws will change due to the potential necessity for compliance to World Trading Organisation laws. As

a consequence, this could affect and increase costs, subsequently burdening companies’ balance sheets and making them less attractive targets.

Despite the uncertainty hanging over the sector in light of the re-shaping of UK and European trade agreements, deals are continuing to add up in the pipeline. Private equity firm LBO France has announced it will dispose of Consolis, a group specialised in design and manufacture of concrete products. Following a debt restructuring process Consolis underwent in 2013 that allowed the group to cut its net debt to €350m, the group received a €90m new money injection. In March, LBO announced its intention to exit.

by Matilda Wanless


43

CONSTRUCTIONTOP 15 ANNOUNCED DEALS FOR YEAR ENDING 30 JUNE 2016 (ANY EUROPEAN INVOLVEMENT)

Announced Date


04-Mar-16 P Inversora Carso SA de CV Fomento de Construcciones y Contratas SA (63.4% stake)

6,818

22-Jan-16 C Sberbank OAO LafargeHolcim Ltd (6.12% stake) Eurocement Holding AG 1,498

10-May-16 P Abertis Infraestructuras SA A4 Holding SpA (51.4% stake) Intesa Sanpaolo SpA; Astaldi SpA; and Equiter SpA 1,205

17-Mar-16 P Lafarge Maroc Holcim Maroc LafargeHolcim Ltd 1,106

21-Jan-16 C Abertis Infraestructuras SA Sociedad Concesionaria Autopista Central SA (50% stake)

Alberta Investment Management Corporation 948

17-Mar-16 C Baring Private Equity Asia; Glenwood Private Equity; and Korean Teachers Credit Union

Lafarge Halla Cement Co (99.7% stake); and Lako Ltd

LafargeHolcim Ltd 470

05-Feb-16 C Inversora Carso SA de CV Fomento de Construcciones y Contratas SA (17.66% stake)

401

14-May-16 P 40 North Management LLC Braas Monier Building Group SA (29.1% stake) Monier Holdings SCA 250

08-Feb-16 P Gilde Buy Out Partners BV; Navitas Capital; Teslin Capital Management BV; and Todlin NV

Koninklijke Reesink NV 232

17-Jun-16 P Lone Star Funds ISARIA Wohnbau AG 184

25-Jun-16 P The Carlyle Group Cupa Group Abanca Corporacion Bancaria SA; Ulpiano Fernandez (Private Investor); Aureliano Fernandez (Private Investor); and Bautista Lopez (Private Investor)

170

22-Jun-16 P Dutch Infrastructure Fund BV Auto-Estradas Norte Litoral (51% stake); and Via do Infante (49% stake)

Cintra Infraestructuras SA 159

03-Mar-16 C Nippon Koei Co Ltd BDP Holdings Limited Investor Group Led by John McManus 132

29-Apr-16 P CDC Group plc Athi River Mining Limited (40.66% stake) 123

17-Mar-16 P El-Khayyat Group Al-Safwa Cement Company (25% stake) LafargeHolcim Ltd 119


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



0

10

20

30

40

50

60

70

80

90


2010 2011 2012 2013 2014 2015 2016

0

5,000

10,000

15,000

20,000

25,000

30,000

35,000


2010 2011 2012 2013 2014 2015 2016

17.4%

11.1%

63.0%

2.0%1.4% 0.4%

4.2%

0.5%

17.5%

15.1%

10.8%

6.0%7.2%

7.2%

23.6%

12.0%0.6%

45


CONSTRUCTIONFINANCIAL ADVISERS


LEGAL ADVISERS


H1 2016

H1 2015


Number of Deals

1= 10 Credit Suisse 6,818 1

1= - Santander Global Banking and Markets 6,818 1

3= - Banca IMI/Intesa Sanpaolo 1,205 1

3= - Leonardo & Co 1,205 1

3= 58 Mediobanca 1,205 1


7= 21 Lazard 1,106 1

7= 5 Societe Generale 1,106 1

7= 14 Zaoui & Co 1,106 1

10 20 Citi 948 1

11= 15 Barclays 470 1

11= - Daiwa Securities Group 470 1

11= 4 JPMorgan 470 1

14 37 KPMG 424 6

15 - Houlihan Lokey 232 2

16= - AXECO Corporate Finance 232 1

16= 17 Rabobank 232 1

18 18 N+1 139 4

19 - Nomura Holdings 132 1

20 - Haitong Securities Co 117 1

H1 2016

H1 2015


Number of Deals


2 - Ontier 7,219 2


4 - BonelliErede 1,225 2

5 - Studio Legale Lombardi Molinari Segni 1,205 1



8 53 Ashurst 987 2

9 16 Allen & Overy 948 6

10 1 Stikeman Elliott 948 1


12 17 White & Case 470 2

13= - Kim & Chang 470 1

13= - Yulchon 470 1

15 - Sullivan & Cromwell 434 2

16 59 DLA Piper 254 5

17= - Hengeler Mueller 250 1

17= - Sidley Austin 250 1

19 75 De Brauw Blackstone Westbroek 232 2

20 107 Noerr 184 1

H1 2016

H1 2015


Number of Deals

1 6 KPMG 424 6

2 5 Deloitte - 5

3 27 N+1 139 4



6 45 BDO 27 3

7 - Livingstone Partners - 3

8 - Houlihan Lokey 232 2

9 - Stockdale Securities 39 2

10 1 PwC 5 2

11= - AEC Partners - 2

11= - BCMS Corporate - 2

11= - Invest Corporate Finance - 2

11= - MCF Corporate Finance - 2

11= - UniCredit Group - 2


16= - Santander Global Banking and Markets 6,818 1

18= - Banca IMI/Intesa Sanpaolo 1,205 1

18= - Leonardo & Co 1,205 1

18= 58 Mediobanca 1,205 1

H1 2016

H1 2015


Number of Deals


2 4 Allen & Overy 948 6

3 5 DLA Piper 254 5



6 - Squire Patton Boggs 132 4

7 21 Wiersholm 47 4

8 8 Pinsent Masons 45 4



11 - Gateley 89 3

12 48 CMS 50 3

13 - Borenius Attorneys 7 3

14= - Advokatfirman Lindahl - 3

14= 99 Lamy Lexel - 3

14= 7 Mannheimer Swartling - 3

17 - Ontier 7,219 2

18 - BonelliErede 1,225 2

19 59 Ashurst 987 2

20 13 White & Case 470 2

The financial adviser league tables by value and volume have been run from 01/01/2016 to 30/06/2016, 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 01/01/2016 to 30/06/2016 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

The Middle East saw a slight uptick in dealflow in H1 2016 underpinned by domestic deals in the consumer and financial services sectors as dealmaking in energy and infrastructure continued to be subdued as a result of reduced government spending and a depressed oil price.

M&A in the MENA region was 6% higher compared to H1 2015 with 51 deals. Announced deals with disclosed deal values amounted to a combined €6.8bn, only 3% lower than the same period last year.

Supported by strong population growth and consumer spending in the first half of 2016, the consumer sector saw the highest number of deals in the MENA region, accounting for 17.5% of total deal volume.

The consumer sector also accounted for the highest sector value with 44.5%, followed by energy, mining and utilities (18.7%), and construction (18.1%).

A deal highlight in the consumer foods segment in H1 2016 was the €2.8bn acquisition of a 69% stake in food conglomerate Kuwait Food Company from Al Khair National for Stocks and Real Estate by Dubai-based investment holding company Adeptio.

Meanwhile, the 2014 megamerger between Lafarge and Holcim continues to generate divestments in the construction sector globally, including two deals in the Middle East amounting to a combined €1.2bn.

In Morocco, Lafarge Maroc acquired Holcim Maroc from LafargeHolcim to strengthen market share with the new combined entity LafargeHolcim Maroc, while in Saudi Arabia LafargeHolcim sold a 25% stake in Al-Safwa Cement Company to Saudi El-Khayyat Group.

Similar to 2015, the UAE and Egypt were the most active target countries in the region with Saudi Arabia notably quieter with only two deals in H1 2016.

However in June, Saudi Arabia’s government approved 100% foreign ownership of

companies in the trading sector, which should spark inbound dealmaking. Until now foreign investor participation in this sector was channelled through joint ventures (JVs) with local companies. This new development means foreign investors can now buy out those JVs and investors who previously did not want to enter into a JV arrangement can now acquire businesses.

Private equity activity remained on an even keel with eight buyouts, compared to six in H1 2015. Half of this year’s buyouts were domestic or intra-regional with the UAE as the dominant force.

Overall, inbound PE firms are interested in the region’s growth story, but deals remain modest as they still face some hurdles due to local laws and foreign ownership restrictions, and are at a competitive disadvantage compared to local corporates when it comes to bidding for assets.

Following closely on the heels of the consumer sector, financial services made up 15.7% of the region’s total deal volume. In the insurance segment, Swiss insurer Zurich divested both UAE-based Zurich Insurance Middle East for an undisclosed sum and Zurich Assurances Maroc for €244m.

Notably, Lebanon saw two financial services institutions change hands for an estimated combined €357m: Egypt’s EFG-Hermes, looking to expand in new frontier markets, sold a 40% stake of Credit Libanais to a consortium of Lebanese and UAE-based investors, while commercial Banque Pharaon and Chiha was acquired by Byblos Bank amid further consolidation in the competitive domestic market.

Several major mergers have also been announced in the UAE as a move towards cost-saving and improving efficiencies in challenging times relating to continued low oil prices.

Two such deals were announced in July: the merger between Abu Dhabi’s two biggest banks, National Bank of Abu Dhabi and First Gulf Bank, which will create one of

the largest lenders in the Middle East with combined assets worth more than €160bn.

The Abu Dhabi government also said it will merge its sovereign wealth funds Mubadala Development Company and International Petroleum Investment.

Asian interest in the Middle East was notable with the acquisition of a 60% stake in Jordan's Attarat Power Company (APCO) which, among other assets, operates a 554MW power plant scheduled to go online in 2019. Upon completion, APCO will be owned by Malaysian YTL Power International (45%), Chinese Guangdong Yudean Group (45%) and Estonian generator Eesti Energia (10%).

In oil and gas, French oil major Total won a 30% stake in Qatar’s prolific offshore Al Shaheen oilfield for an undisclosed sum, replacing Daenish Maersk Oil in 2017 upon expiry of the 25-year concession from Qatar Petroleum.

Depressed oil prices and an effort to reorganise GCC economies were among the key drivers for MENA M&A. Saudi Arabia has approved its National Transformation Plan that includes privatising most government businesses in several key industries including healthcare, education, airports and aviation services, and municipalities. Taking centre-stage on the deal front is state oil company Saudi Aramco’s plan to list with a free float of 5% or less, reportedly as soon as 2017. Additionally, the Saudi stock exchange, the Tadawul, is expected to be listed in 2018. Looking ahead, there is future potential in the GCC for M&A in manufacturing in industries such as automotive, pharmaceuticals, downstream oil and gas, technology and defence.


47

THE MIDDLE EAST & NORTH AFRICATOP 15 ANNOUNCED DEALS FOR YEAR ENDING 30 JUNE 2016 – MIDDLE EAST & NORTH AFRICA ALL SECTORS

Announced Date

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

01-Jun-16 C Public Investment Fund Uber Technologies, Inc. (5.6% stake) Computer Software 3,139

18-Jun-16 P Adeptio LLC Kuwait Food Company (Americana) KSCP Consumer: Foods Al-Khair National for Stocks and Real Estate Co

2,820

17-Mar-16 P Lafarge Maroc Holcim Maroc Construction LafargeHolcim Ltd 1,106

06-May-16 P YTL Power International Berhad; and Guangdong Yudean Group Co Ltd

Attarat Power Company (60% stake) Energy Eesti Energia AS; and Near East Investments 1,104

23-May-16 P Tunisie Telecom GO plc Telecommunications: Carriers

Emirates International Telecommunications LLC

338

02-Mar-16 P Network International LLC Emerging Markets Payments Group Services (other) Actis LLP 313

17-Mar-16 C A consortium of Lebanese and Arab Investors

Credit Libanais SAL (40% stake) Financial Services EFG-Hermes Holding SAE 276

24-May-16 P BlackRock Inc; and Qatar Investment Authority

Travel Leaders Group, LLC Leisure 268

29-Feb-16 C Baillie Gifford; International Finance Corporation; and Standard Chartered Private Equity Limited

Souq.com Internet/e-commerce 249

17-Jun-16 P Allianz SE Zurich Assurances Maroc Financial Services Zurich Insurance Group Ltd 244

06-Jun-16 C Abu Dhabi Investment Authority Greenko Energy Holdings (15% stake) Energy 132

01-Feb-16 C Al Habtoor Group LLC Hilton London Wembley Hotel Leisure Oaktree Capital Management LP 125

17-Mar-16 P El-Khayyat Group Al-Safwa Cement Company (25% stake) Construction LafargeHolcim Ltd 119

28-Feb-16 L Beltone Financial CI Capital Holding Financial Services Commercial International Bank (Egypt) SAE 104

19-Apr-16 C Alabbar Enterprises SARL YOOX Net-A-Porter Group (YNAP) (4.02% stake)

Internet/e-commerce 100



0.2%

18.1%

44.5%

18.7%

10.6%

1.2%

0.1%

1.2%

5.4%

11.8%15.7%

2.0%

11.8%

7.8%

2.0%

11.8%

3.9%

9.8%

17.5%

5.9%

0

5

10

15

20

25

30

35

40


2010 2011 2012 2013 2014 2015 2016

0

1,000

2,000

3,000

4,000

5,000

6,000

7,000

8,000


2010 2011 2012 2013 2014 2015 2016

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.


Business Services

Construction

Consumer

Energy, Mining & Utilities

Financial Services

Industrials & Chemicals

Leisure

TMT

Pharma, Medical & Biotech

Transportation

Real Estate

49


THE MIDDLE EAST & NORTH AFRICAFINANCIAL ADVISERS



LEGAL ADVISERS

The financial adviser league tables by value and volume have been run from 01/01/2016 to 30/06/2016, excluding lapsed and withdrawn deals. The tables are based on advice to a European bidder, target or vendor and cover the Middle East and North Africa excluding Israel, and cover all sectors.

H1 2016

H1 2015


Number of Deals



3 43 Gibson Dunn & Crutcher 1,083 7

4 12 Clyde & Co 23 6

5 9 White & Case 6,018 5


7= 30 Hogan Lovells International - 4

7= 23 King & Spalding - 4


10 6 Linklaters 572 3

11 24 Norton Rose Fulbright 266 3


13 1 Allen & Overy 7,706 2


15= - Kirkland & Ellis 1,000 2

15= - Sullivan & Cromwell 1,000 2

15= - Vinge 1,000 2

18 - King & Wood Mallesons 565 2

19 - Dentons 214 2

20 - Gatti Pavesi Bianchi 188 2

H1 2016

H1 2015


Number of Deals


2 2 Allen & Overy 7,706 2

3 6 White & Case 6,018 5






9 32 Gibson Dunn & Crutcher 1,083 7

10= - Kirkland & Ellis 1,000 2

10= - Sullivan & Cromwell 1,000 2

10= - Vinge 1,000 2

13= - Accura 1,000 1

13= 3 Arthur Cox 1,000 1

13= - Gorrissen Federspiel 1,000 1

13= 47 McCann FitzGerald 1,000 1

13= - Pinsent Masons 1,000 1

13= - Thommessen 1,000 1

19 7 Linklaters 572 3

20 - King & Wood Mallesons 565 2

H1 2016

H1 2015


Number of Deals

1 15 Lazard 7,268 4


3 16 KPMG 259 4



6 1 EY 22 3

7 3 Citi 5,436 2


8= 27 Houlihan Lokey 1,338 2

10 20 Moelis & Company 1,179 2


12 - BNP Paribas 572 2

13 24 UBS Investment Bank 368 2

14 14 Perella Weinberg Partners 313 2

15 5 PwC 20 2

16= - deNovo Corporate Advisors - 2

16= - Liberty Corporate Finance - 2

16= - Simmons & Company International - 2

19 6 JPMorgan 3,139 1

20 - Goldman Sachs 2,820 1

H1 2016

H1 2015


Number of Deals

1 19 Lazard 7,268 4

2 8 Citi 5,436 2


4 2 JPMorgan 3,139 1

5 - Goldman Sachs 2,820 1


6= 22 Houlihan Lokey 1,338 2


9 9 Moelis & Company 1,179 2

10= - Societe Generale 1,106 1

10= - Zaoui & Co 1,106 1



14 - BNP Paribas 572 2

15 18 UBS Investment Bank 368 2

16 15 Perella Weinberg Partners 313 2

17 - Grant Thornton 276 1

18 37 KPMG 259 4

19 - Allen & Company 249 1

20 7 Deutsche Bank 244 1

The legal adviser league tables by value and volume have been run from 01/01/2016 to 30/06/2016 and include lapsed and withdrawn deals. The tables are based on advice to a European bidder, target or vendor and cover the Middle East and North Africa excluding Israel, and cover all sectors.


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ABOUT REMARK

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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]

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© 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.

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 seller dominant geography is Europe.

Documents

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