MERGERS & ACQUISITIONS REVIEWMERGERS & ACQUISITIONS ?· MERGERS & ACQUISITIONS REVIEWMERGERS & ACQUISITIONS…

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  • MERGERS & ACQUISITIONS REVIEWMERGERS & ACQUISITIONS REVIEWFINANCIAL ADVISORS

    First Quarter 2013

  • 2

    11

    Fairness Opinion Rankings

    Worldwide Announced Fairness Opinion

    11

    Table of Contents

    1

    20

    Worldwide Announced (AD1)

    20

    10

    18

    Any Japanese Involvement Announced (AD19)

    2

    2

    11

    12

    11

    Any Spanish Involvement Announced (AD34)3

    3

    6

    6

    19

    Worldwide Completed (AF1)

    Top Ten Japanese Involvement Announced Deals

    19

    Any French Involvement Completed (AF40)

    Any Japanese Involvement Completed (AF23)

    Any European Involvement Completed (AF3) 10

    12

    12

    Any French Involvement Announced (AD33)

    Global M&A

    Global Deals Intelligence

    Scorecard: Worldwide Announced M&A

    Scorecard: Worldwide Completed M&A

    Top Fifteen Worldwide Announced Deals

    Any German Involvement Announced (AD35)

    Americas M&A Any Spanish Involvement Completed (AF41)

    Any UK Involvement Announced (AD32)

    Any UK Involvement Completed (AF39)

    M&A Financial Advisory ReviewFirst Quarter 2013 | Mergers & Acquisitions | Financial Advisors

    1

    Japan Deals Intelligence

    Any European Involvement Announced (AD21) 17

    17

    18

    18

    Any New Zealand Involvement Announced (AD39)

    Any New Zealand Involvement Completed (AF46)

    Japan M&A

    Americas Deals Intelligence

    15

    Worldwide Announced Fairness Opinion

    Any Americas Announced Fairness Opinion

    Any USAnnounced Fairness Opinion

    14

    Any Nordic Involvement Completed (AF44)

    16

    16Any Australian Involvement Announced (AD24)

    9

    Top Ten European Involvement Announced Deals

    Thomson Reuters Soultions for the Deal the Deal Making Community

    Any Asia (ex-Japan) Involvement Announced (AD25)

    20

    Any Asia Pacific Announced Fairness Opinion

    8

    13

    13

    Regional Contacts

    Criteria Summary

    Any EMEA Announced Fairness Opinion

    14

    20

    21

    21

    22

    21

    20Any Japanese Announced Fairness Opinion13

    Asia Pacific (ex-Japan) M&A

    Asia Pacific (ex-Japan) Deals Intelligence

    Any Benelux Involvement Completed (AF47)

    10

    Any US Involvement Completed (AF48)

    Top Ten Any Asia (ex-Japan) Involvement Announced Deals 15

    7

    8

    9EMEA M&A

    Any US Involvement Announced (AD41)

    16

    Any Canadian Involvement Completed (AF49)

    Any Australian Involvement Completed (AF31)

    10

    9

    Any Canadian Involvement Announced (AD42)

    16

    Any Asia (ex-Japan) Involvement Completed (AF32)

    Any EMEA Involvement Completed (AF53)

    15

    Mergers & Acquisitions Criteria Summary

    Any EMEA Involvement Announced (AD47)

    European Deals Intelligence

    Any Benelux Involvement Announced (AD40)

    8

    8

    7

    Any German Involvement Completed (AF42)

    Any Italian Involvement Completed (AF43)

    20

    20

    Top Ten US Announced Deals20

    13

    12

    Any Italian Involvement Announced (AD36)

    Any Nordic Involvement Announced (AD37)

    Any Americas Involvement Completed (AF55)

    Any Americas Involvement Announced (AD49) 7

    US Target Completed (AF2)

    6

    US Target Announced (AD2) 7

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  • First Quarter 2013 FINANCIAL ADVISORS

    MERGERS & ACQUISITIONS REVIEWDeal Making Over US$5 billion Lifts Worldwide M&A to US$543 billion - Up 10% from 2012 l Cross Border M&A Down 24% l Goldman Sachs Top Advisor

    Global Deals Intelligence Worldwide Completed M&A by Region - Imputed Fees

    COMPLETED ADVISORY FEES DOWN 11% - According to estimates from Thomson Reuters/FreemanConsulting, M&A advisory fees from completed transactions totalled US$4.7 billion during the first quarter of 2013,an 11% decrease from the comparable period in 2012. Deal activity in the Americas accounted for 53% of theworldwide fee pool, while Europe, Middle East and Africa accounted for 30%. Asia Pacific and Japan contributed12% and 5%, respectively.

    WORLDWIDE M&A UP 10%, DEALS OVER US$5 BILLION ACCOUNT FOR 31% OF M&A - Bolstered by a 63%increase in deals valued over US$5 billion, the value of worldwide M&A totalled US$542.8 billion during the firstquarter of 2013, a 10% increase from comparable 2012 levels. Worldwide deals valued over US$5 billion totalledUS$167.8 billion during the first quarter, accounting for 31% of announced deal activity in the quarter compared to21% during the first quarter of 2012. Just over 8,100 worldwide deals were announced during the first quarter of2013, a 16% decline from a year ago and the slowest quarter for M&A, by number of deals, since the third quarer of2004. CROSS BORDER DOWN 24%; EMERGING MARKETS ACCOUNT FOR 25% OF M&A Cross Border M&Aactivity totalled US$134 billion during the first quarter of 2013, accounting for 25% of overall M&A volume and down24% compared to first quarter 2012. Accounting for nearly one-quarter of worldwide announced merger activity,M&A involving companies located in the emerging markets totalled US$128.9 billion during first quarter 2013, a 6%decrease from 2012.

    $2

    $3

    $4

    $5

    Impu

    ted

    Fees

    (US

    $b)

    Americas EMEA

    Asia Pacific Japan

    Worldwide Cross Border Volume Worldwide Announced Buyside Financial Sponsor Activity

    ENERGY & POWER, REAL ESTATE AND TECH LEAD ACTIVITY - The energy & power sector was most activeduring the first quarter of 2013, commanding 13.4% of announced M&A, while the real estate and high technologysectors accounted for 13.2% and 12.3% of M&A activity, respectively. Telecommunications and consumer staplesled all sectors as to growth rate with triple-digit percentage increases over 2012. Materials and energy & powerregistered declines of 62% and 21% from the first quarter of 2012.

    BUYSIDE PRIVATE EQUITY M&A DOUBLES COMPARED TO 2012 Worldwide private equity-backed M&Aactivity totalled US$117.4 billion during the first quarter of 2013. Private equity deal making in the high technologyand consumer staples sectors accounted for two-thirds of activity during first quarter 2013. Accounting for 22% ofworldwide M&A during the first quarter, private equity-backed M&A doubled compared to 2012 levels.

    $46.1 $71.9$152.0

    $200.4

    $78.1 $63.6 $58.5$117.4$54.7

    $106.8

    $172.3

    $313.9

    $76.9

    $23.7$55.5

    $85.2 $69.2

    $86.5

    $72.4

    $160.5

    $161.3

    $56.4

    $34.4

    $72.2

    $68.9 $87.0$65.5

    $94.8

    $280.5

    $100.8

    $32.1

    $49.8

    $82.4

    $109.2 $105.9

    13.5% 12.9%

    21.2%

    18.8%

    8.5%6.2%

    9.9%

    12.9%

    12.7%

    21.6%

    0%

    5%

    10%

    15%

    20%

    25%

    $0

    $100

    $200

    $300

    $400

    $500

    $600

    $700

    $800

    $900

    2004 2005 2006 2007 2008 2009 2010 2011 2012 2013

    % o

    f Glo

    bal M

    &A

    Ran

    k Va

    lue

    (US

    $b)

    Q4 Volume (US$b)Q3 Volume (US$b)Q2 Volume (US$b)Q1 Volume (US$b)% of YTD Global M&A

    $0

    $1

    1Q08 2Q08 3Q08 4Q08 1Q09 2Q09 3Q09 4Q09 1Q10 2Q10 3Q10 4Q10 1Q11 2Q11 3Q11 4Q11 1Q12 2Q12 3Q12 4Q12 1Q13

    $102.2 $149.3$281.0

    $416.8$256.5

    $110.4 $171.0$234.2 $176.2 $134.2

    $119.6$241.2

    $272.1

    $644.9

    $336.0

    $111.8$199.6

    $247.0 $283.9$135.8

    $262.8

    $254.3

    $370.0

    $325.0

    $150.7

    $270.8$206.4 $206.7

    $155.0

    $252.7

    $406.6

    $431.5

    $155.9

    $168.1

    $262.2 $205.7 $272.6

    27.3%

    33.9%

    33.6%

    45.0%

    37.4%

    27.1%

    37.3%35.2%

    37.3%

    24.7%

    0%

    5%

    10%

    15%

    20%

    25%

    30%

    35%

    40%

    45%

    50%

    $0

    $200

    $400

    $600

    $800

    $1,000

    $1,200

    $1,400

    $1,600

    $1,800

    $2,000

    % o

    f Glo

    bal M

    &A

    Ran

    k Va

    lue

    (US

    $b)

    Q4 Volume (US$b)Q3 Volume (US$b)Q2 Volume (US$b)Q1 Volume (US$b)% of YTD Global M&A

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    2004 2005 2006 2007 2008 2009 2010 2011 2012 20132004 2005 2006 2007 2008 2009 2010 2011 2012 2013

    1

  • Western Europe

    310.529.1

    -16.3548

    325

    118

    Worldwide Announced M&A Target Industry by Value

    429

    1/1/2012 - 3/31/2012

    194,590.2

    % Change in Rank Value

    55.126.9

    35.1

    197.2

    -53.7

    25.6

    11,060.824413,766.4

    -62.2

    6.4180.6

    118

    United States 168,827.9

    636.0

    1,751

    191.6

    38

    25,762.3

    No. Deals

    2,528.5613.2

    2,317.8 1,494.5

    212,125.8

    88

    298

    489,011.6

    Rank Val US$m

    % Change in Rank Value

    South America

    1,634

    167

    506.725

    Target Region/Nation

    North America

    1,495.9206.3

    - Mexico246,940.7

    3059.3 1,932

    -2,180

    15256,453.8

    34Central America

    2,1482,9509,617

    1,349.1

    210,673.0

    No. Deals

    387.2

    491,445.922.1

    69.04219

    17.92,485

    -63.2

    7,6465,939

    Caribbean1,325.5

    88.7

    48.510.4

    210,058.7