press release mergermarket M&A Round-up for Year End 2011 ...
mergermarket M&A Round‑up for Year End 2011CONTENTS: Global M&A up 2.5% in 20112 me...
Global M&A OverviewGlobal M&A for the year to date totalled US$ 2,178.4bn, up 2.5% from the same period in 2010 (US$ 2,125...
Global M&A Overview: Industry and Geography Breakdown ...
Global M&A Overview: Top Deals Activity Table of Global M&A for Y/E 2011 Announced Bidder Company ...
Global M&A Overview: Mid-market M&A Activity (US$ 250m to US$ 2bn) The global mid-market saw the announcement of US$ 165bn...
Global M&A Overview: Private Equity BuyoutsPrivate equity-backed buyouts in Q4 2011 added up to US$ 52.4bn, 33.7% less tha...
Global M&A Overview: Private Equity ExitsPrivate equity exits via secondary buyouts and trade sales in 2011 were up 13.8% ...
Global M&A Overview: Emerging MarketsThe emerging markets saw M&A activity with a total value of US$ 459.7bn in 2011, down...
Global M&A Overview: Premia and Multiples Analysis ...
Global M&A Overview: Deal Type / Deal Value Breakdown Deal Type ...
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Press release-for-financial-advisers-year-end-2011

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  • 1. press release mergermarket M&A Round-up for Year End 2011 January 3 2012, for immediate releasePRESS CONTACTSEMEA: Flora Wilke Americas: Dara Silverstein Asia-Pacific: Michel Chauflora.wilke@mergermarket.com dara.silverstein@mergermarket.com michel.chau@mergermarket.comTel: +44 207 059 6348 Tel: +1 646 3783118 Tel: +852 2158 9706 www.mergermarket.com
  • 2. mergermarket M&A Round‑up for Year End 2011CONTENTS: Global M&A up 2.5% in 20112 mergermarket M&A Round‑up Global M&A in 2011 totalled US$ 2,178.4bn, up 2.5% from the same period in 2010 (US$ 2,125.9bn), in the busiest year since 2008 which saw US$ 2,405.8bn-worth of deals. Activity was, however, down for four successive quarters, with US$ 432bn-worth of deals announced globally in the3 Global M&A Overview fourth quarter of 2011, down 22.5% from Q3 2011.6 - Mid-Market7 - Private Equity Goldman Sachs remains on top9 - Emerging Markets Goldman Sachs topped the global M&A financial advisory tables by total deal value for 2011, having advised on 309 deals worth US$ 593.4bn. Goldman worked on five of the ten largest deals announced last year.10 - Premia and Multiples Analysis11 - Deal Type/Deal Value Breakdown US M&A strong in 2011 though dipping at end of year12 - Consideration Structure/ The US saw the announcement of US$ 820.6bn-worth of deals in 2011, the highest annual total deal value since 2007 (US$ 1,328.1bn), and 14.4% higher than 2010 (US$ 717.2bn). Activity, however, waned in Q4 with a decrease of 9.3% compared to Q3. Insolvency13 - Demerger Emerging Market M&A down in spite of strong cross border deal flow14 - Global M&A Overview Emerging market deal activity in 2011 decreased 11.7% from the same period in 2010. However, inbound cross-border activity into emerging market countries in 2011 added up to US$ 200.3bn, up 19.1% compared to 2010 (US$ 168.2bn) and was the highest annual total on mergermar-16 - European M&A Overview ket record.29 - US M&A Overview39 - Asia -Pacific (ex.Japan) M&A Private Equity Buyouts strongest since 2008 Overview 2011 was the strongest year for buyout activity since 2008, with deals announced with a total value of US$ 277.7bn, a 15.3% increase from the same period in 2010. The proportion of global M&A activity in 2011 accounted for by buyouts was 12.9%, up from 11.3% in 2010 and the highest49 - Africa & Middle East M&A proportion since 2007. Overview52 - Criteria/About mergermarket Highest exit premiums in US and Europe since 2008 Last year was the first to see an upward trend in exit premiums in the US and Europe since 2008. European average premiums on private equity exits in 2011 were at their highest levels on mergermarket record (since 2001).PRESS CONTACTS:EMEA: Flora Wilke Energy, Mining & Utilities top sector in 2011 The Energy, Mining & Utilities sector saw the highest total value of M&A deals in 2011, accounting for 25.6% of global M&A deals announced, withflora.wilke@mergermarket.com deals totalling US$ 557.7bn. Industrials & Chemicals followed with US$ 365bn-worth of deals.Tel: +44 207 059 6348Americas: Dara Silverstein Busy year for Cross-border M&Adara.silverstein@mergermarket.com 2011 was the busiest year for cross-border M&A since 2008. Cross-border deals between individual countries accounted for 41.5% of global M&A activity, the second highest proportion since 2007.Tel: +1 646 378 3118Asia-Pacific: Michel Chau European M&A for the year valued US$ 697.9bn, up 4.8% from 2010 (US$ 665.9bn)michel.chau@mergermarket.com Q4 2011 saw US$ 116.3bn-worth of deals, a 28.7% drop from the previous quarter (US$ 163.1bn in Q3).Tel: +852 2158 9706 Asia-Pacific M&A valued US$ 336.1bn, down 10.8% from 2010 (US$ 376.9bn) Q4 activity was down 31.9%, from US$ 100bn in Q3 to US$ 68bn.Press Release: mergermarket M&A Round-up for Year End 2011 2 www.mergermarket.com
  • 3. Global M&A OverviewGlobal M&A for the year to date totalled US$ 2,178.4bn, up 2.5% from the same period in 2010 (US$ 2,125.9bn),making it the busiest year since 2008 (which saw US$ 2,405.8bn). 12,455 deals were announced in 2011, 1.3% Global M&A Activity - Quarterlybelow the number for 2010 (12,296 deals). 1,300 4,500 RoW M&AActivity did, however, decrease over four successive quarters, with US$ 432bn-worth of deals announced globally 4,250 Asia-Pacif ic ex Jp M&Ain the fourth quarter of 2011, down 22.5% from Q3 2011 (US$ 557.5bn). Fourth quarter activity was 39% lower than 1,200 4,000 US M&Ain Q4 2010 (US$ 708.1bn), with the lowest quarterly total since Q3 2009 (US$ 325.4bn). 1,100 European M&A 3,750 VolumeThe largest deal of the year was Kinder Morgan’s US$ 37.4bn offer to acquire US-based El Paso, announced in 1,000 3,500October, in the largest corporate deal since ExxonMobil’s US$ 40.6bn acquisition of XTO Energy in December 2009. 900 3,250 3,000 Value of Deals (US$bn)2011 was the busiest year for cross-border M&A since 2008, in spite of a gradual slowdown in M&A activity after the 800 2,750 Volume of Dealsfirst half of the year. Cross-border deals (by individual countries) announced in 2011 added up to US$ 874.4bn and 2,500 700regional cross-border deals were up to US$ 593bn, an increase of 9.8% and 19.6% respectively since 2010, which 2,250saw US$ 796.7bn-worth by country and US$ 495.7bn-worth by region. The year saw cross-border deals between 600 2,000individual countries accounting for 41.5% of global M&A activity, the second highest proportion since 2007 when 1,750US$ 1,564.4bn-worth accounted for 42.8%. 500 1,500 400The Energy, Mining & Utilities sector was the sector with the highest total value of M&A deals in 2011, with deals 1,250totalling US$ 557.1bn, up 3.6% from 2010 (US$ 537.7bn) and accounting for 25.6% of global M&A deals in 2011 300 1,000 200 750Goldman Sachs topped the global M&A financial advisory tables by total deal value last year, having displaced 500JPMorgan which led after the first quarter. Goldman Sachs, which was behind Morgan Stanley in the rankings in 100 2502010, now leads (with Morgan Stanley in second) by more than US$ 141.7bn. Goldman worked on five of the ten 0 0largest deals announced in 2011.The top ten firms in the global M&A financial advisory tables saw an average increase of 3.5% in the total value ofdeals worked on last year as compared with 2010. Credit Suisse, ranked fourth, was the top ranking non-US firm inthe advisory tables, and there were nine other non-US firms in the top 20 rankings. Global M&A Deal Size Breakdown - Deal Value Global Cross Border M&A Analysis - Value 1,500 4,000 Global Cross Border (regions) 1,400 Global M&A Global Cross Border (individual countries) 3,500 1,300 1,200 3,000 1,100Value of Deals (US$bn) 1,000 Value of Deals ($bn) 2,500 900 800 2,000 700 1,500 600 500 1,000 400 300 500 200 100 0 2004 2005 2006 2007 2008 2009 2010 2011 0 $0m - $500m $501m - $2,000m $2,001 - $10,000m mega deals (over $10,001bn)Press Release: mergermarket M&A Round-up for Year End 2011 3 www.mergermarket.com
  • 4. Global M&A Overview: Industry and Geography Breakdown Y/E 2011 Y/E 2010 Change Sector Value ($bn) market share Deal count Value ($bn) market share Deal count Value (%) Deal count Energy, Mining & Utilities 557.1 25.6% 1,148 537.7 25.3% 1,327 3.6% -179 Industrials & Chemicals 365.0 16.8% 2,511 264.6 12.4% 2,218 38.0% 293 Financial Services 270.8 12.4% 1,088 288.6 13.6% 1,209 -6.2% -121 Pharma, Medical & Biotech 197.0 9.0% 953 182.5 8.6% 939 7.9% 14 Consumer 183.3 8.4% 1,651 180.4 8.5% 1,492 1.6% 159 Technology 145.3 6.7% 1,326 95.9 4.5% 1,258 51.6% 68 Telecommunications 102.7 4.7% 150 177.2 8.3% 207 -42.1% -57 Business Services 89.8 4.1% 1,550 120.3 5.7% 1,521 -25.3% 29 Real Estate 80.7 3.7% 207 55.8 2.6% 265 44.7% -58 Transport 51.1 2.3% 385 90.5 4.3% 363 -43.5% 22 Leisure 48.2 2.2% 454 37.1 1.7% 417 30.1% 37 Media 42.0 1.9% 393 33.6 1.6% 366 24.9% 27 Construction 28.5 1.3% 450 42.4 2.0% 508 -32.8% -58 Agriculture 9.8 0.4% 149 12.5 0.6% 149 -21.9% 0 Defence 7.1 0.3% 40 6.6 0.3% 54 8.2% -14 Total 2,178.4 12,455 2,126 12,293 2.5% 162 Mix of Announced Deals by Geographic Region 2011 - Value Mix of Announced Deals by Geographic Region 2011 - Volume South East Asia South & Central Asia South East Asia South & Central Asia 2.7% 1.7% 2.3% 2.1% Af rica & Middle East Af rica & Middle East Australasia Australasia 2.5% 1.7% 3.9% 3.7% Japan Japan 2.8% 3.1% North America 31.6% North Asia North Asia 7.9% 7.6% North America 41.6% Central & Eastern Europe Central & Eastern Europe 5.1% 5.1% Northern Europe 3.2% Northern Europe 5.7% Southern Europe Central & South America 6.3% 4.9% Southern Europe 6.2% Western Europe Western Europe 17.4% 24.8% Central & South America 6.1%Press Release: mergermarket M&A Round-up for Year End 2011 4 www.mergermarket.com
  • 5. Global M&A Overview: Top Deals Activity Table of Global M&A for Y/E 2011 Announced Bidder Company Bidder Financial Advisor Target Company Target/Seller Financial Advisor Seller Company Deal Value Date (US$m) 16-Oct-11 Kinder Morgan Inc Barclays Capital; Evercore Partners El Paso Corporation Goldman Sachs; Morgan Stanley 37,439 21-Jul-11 Express Scripts Inc Citigroup; Credit Suisse Medco Health Solutions Inc Foros; JPMorgan; Lazard 33,430 10-Jan-11 Duke Energy Corporation Bank of America Merrill Lynch; Progress Energy Inc Barclays Capital; Lazard 25,825 JPMorgan 22-Sep-11 Nippon Steel Corporation Bank of America Merrill Lynch; Sumitomo Metal Industries Ltd Daiwa Securities Group; Deutsche 22,474 JPMorgan; Mizuho Financial Group; (90.6% Stake) Bank; Goldman Sachs; Sumitomo Morgan Stanley Mitsui Financial Group 27-Apr-11 Johnson & Johnson Goldman Sachs Synthes GmbH Credit Suisse 21,191 21-Sep-11 United Technologies Corporation Goldman Sachs; JPMorgan Goodrich Corporation Citigroup; Credit Suisse 17,861 31-Jan-11 AMB Property Corporation JPMorgan ProLogis Morgan Stanley 14,833 18-Jan-11 Cargill Inc (Shareholders) Perella Weinberg Partners; UBS The Mosaic Company (40% Stake) JPMorgan; Lazard; Credit Suisse Cargill Inc 14,808 Investment Bank 14-Jul-11 BHP Billiton Ltd Barclays Capital; Scotia Capital Petrohawk Energy Corporation Goldman Sachs 14,760 13-Jan-11 Marathon Oil Corporation Marathon Petroleum Corporation Morgan Stanley Marathon Oil Corporation 14,667 (Shareholders)Press Release: mergermarket M&A Round-up for Year End 2011 5 www.mergermarket.com
  • 6. Global M&A Overview: Mid-market M&A Activity (US$ 250m to US$ 2bn) The global mid-market saw the announcement of US$ 165bn-worth of M&A deals in Q4 2011, bringing the total Global Mid-Market M&A Activity - Quarterly deal value for the year to US$ 788.9bn. The quarter’s total was 34.1% lower than the same period in 2010 (US$ RoW M&A 250.5bn in Q4 2010), and 20.3% lower than the previous quarter (US$ 207.1bn in Q3 2011). The second half of 2011 350 Asia-Pacific ex Jp Mid-Market M&A US Mid-Market M&A 50.0% saw a decrease of 10.7% compared to the first, and the total value of mid-market M&A in 2011 decreased by 0.3% European Mid-Market M&A % of Global M&A 45.0% 300 compared to 2010, although it was 61.9% higher than the total for 2009. 40.0% 250 35.0% All regions saw a decrease in mid-market M&A in Q4 2011 compared with the previous quarter. Africa & the Middle East and the Central & South America regions saw the largest decreases with the announcement of mid-market 30.0% % of Global M&A Value of Deals ($bn) 200 deals adding up to US$ 4.1bn and US$ 9.7bn respectively, a 42.1% decrease for Africa & and the Middle East (US$ 25.0% 7.2bn in Q3 2011) and a 38.3% decrease for Central & South America (US$ 15.6bn in Q3 2011). All regions also saw 150 20.0% a lower total value of mid-market M&A for Q4 2011 than in the same period the previous year, with the exception 15.0% of Japan, which saw US$ 4.4bn worth of deals in Q4 2011, a 15.3% increase compared to Q4 2010 (US$ 3.8bn). 100 Energy, Mining & Utilities was the most active sector in the global mid-market in 2011, accounting for 23.2% of all 10.0% 50 mid-market activity. The Leisure sector saw the biggest increase in mid-market activity with US$ 25.9bn-worth of 5.0% deals announced in 2011, 61% higher than in 2010 (US$ 16.1bn). The Telecommunications and Agriculture sectors 0 0.0% showed a 56% decrease from 2010 with US$ 20.1bn and US$ 3.5bn respectively, down from US$ 45.6bn and US$ 7.8bn in 2010. Goldman Sachs topped the mid-market financial advisor league tables with US$ 127.2bn-worth of deals, maintaining its lead from 2010. With a 13.7% decrease in the value of deals worked on compared to the previous year (down to US$ 89.2bn from US$ 103.3bn), Morgan Stanley was in second place – also maintaining its position from 2010. Mid Market M&A Industry Breakdown 2011 - ValueGlobal Mid-Market Financial Adviser League Tables Y/E 2011: Value Ranking 2011 2010 Pharma, Medical & Biotech 6.7% Financial Services Company Value Deal Value % Val. 12.9% Technology 7.8%Y/E 2011 Y/E 2010 Name (US$bn) Count (US$bn) Change Business Services 1 1 Goldman Sachs 127.2 156 126.1 0.9% 6.1% 2 2 Morgan Stanley 89.2 111 103.3 -13.7% Consumer Media 10.8% 2.3% 3 4 JPMorgan 81.3 114 93.5 -13.0% Transport 2.8% 4 3 Credit Suisse 80.4 106 96.0 -16.3% Real Estate 3.5% 5 5 Bank of America Merrill Lynch 79.5 111 75.7 5.0% Leisure 6 7 Deutsche Bank 72.0 89 70.7 1.7% 3.3% 7 6 UBS Investment Bank 71.5 89 73.6 -2.9% Industrials & Chemicals Telecommunications 15.6% 2.5% 8 9 Citigroup 63.7 87 60.7 5.0% Construction 1.5% 9 8 Barclays Capital 55.2 71 68.8 -19.7% Agriculture 0.4% 10 10 Rothschild 54.0 79 51.8 4.3% Def ence Energy, Mining & Utilities 0.5% 23.2%Press Release: mergermarket M&A Round-up for Year End 2011 6 www.mergermarket.com
  • 7. Global M&A Overview: Private Equity BuyoutsPrivate equity-backed buyouts in Q4 2011 added up to US$ 52.4bn, 33.7% less than the previous Global Private Equity Buyout Activity - Quarterlyquarter (US$ 79bn in Q3 2011), and the lowest total since Q2 2010 (US$ 51.4bn). The year as a whole,however, was the strongest for buyout activity since 2008, with deals announced with a total value of 400 Rest of the World (Value) 35%US$ 277.7bn, a 15.3% increase on the US$ 240.8bn in 2010. The proportion of global M&A activity in Asia-Pacif ic ex Japan (Value)2011 accounted for by buyouts was 12.9%, up from 11.3% in 2010 and the highest proportion since 350 US (Value) 30%2007 (23%). Europe (Value) Buyouts (% of Total M&A) 300 25%The decrease in buyout activity seen in Q4 2011 was spread across all markets. European buyouts Percentage of Global M&A Value of Deals ($bn)in Q4 (US$ 17.6bn) were down 40% compared to Q3 2011 (US$ 29.4bn), US buyouts (US$ 25.3bn) 250were down 4.9% compared to Q3 2011 (US$ 26.6bn) and Asia-Pacific buyouts (US$ 5.7bn) were down 20%66.9% compared to the previous quarter (US$ 17.2bn). 200 15%On leveraged buyouts (US$ 200m+ and excluding buy-ins), private equity firms raised, on average, 150debt financing of 6.0x EBITDA last year, the highest level since 2007 (6.6x). Meanwhile, debt financing 10%on LBOs reached an average of 55.5% of total funding per deal in 2011, down from 59.3% in the full 100year of 2010, and slightly up from 54.1% in 2009. 5% 502011 saw 69 large-cap deals (US$ 1bn+), with a total value of US$ 150.4bn, up 27.7% compared tothe previous year’s US$ 117.8bn (59 deals). The largest buyout of the year was the acquisition of the 0 0%US operations of Centro Properties Group for US$ 9.4bn, announced by Blackstone Group in March.Barclays Capital was the most active financial advisor on buyouts in 2011, advising on 21 buyouts witha total value of US$ 37.2bn. The Carlyle Group was the most active private equity house by deal countin 2011, with 28 buyouts with a total value of US$ 9bn. Both companies retain their top positions from2010. Global Debt Financing Ratios Trend (US$200m+ buyouts, excluding buy-ins) 7 80% Debt/EBITDA Multiple (x) Debt/Total Funding (%) 70% Top 10 Global private equity firms Y/E 2011 - buyouts by deal count 6 Ranking House Value (US$m) Deal Count 60% 5 1 The Carlyle Group 8,992 28 Debt/Total Funding (%) 50% Debt/EBITDA (x) 2 H.I.G. Capital 342 17 4 3 Blackstone Group 19,556 16 40% 4 Sun Capital Partners 652 16 3 5 Lloyds TSB Development Capital 597 16 30% 6 The Riverside Company 30 16 2 20% 7 Bridgepoint Capital 4,172 14 8 Advent International 4,428 12 1 10% 9 Kohlberg Kravis Roberts 18,053 11 10 EQT Partners 3,270 11 0 2004 2005 2006 2007 2008 2009 2010 2011 0%Press Release: mergermarket M&A Round-up for Year End 2011 7 www.mergermarket.com
  • 8. Global M&A Overview: Private Equity ExitsPrivate equity exits via secondary buyouts and trade sales in 2011 were up 13.8% from 2010, with atotal value of US$ 252.5bn compared to US$ 221.8bn in 2010. This was the strongest performance Trade Sales vs SBO Exit Activity - Quarterlysince 2007 which saw US$ 389.5bn. Q4 2011 saw US$ 30.4bn-worth of exits, down 53.9% from Q32011 (US$ 65.9bn), and was the second lowest Q4 period in the last seven years after Q4 2008 (US$ 150 Trade Sales (Value) 100%15.7bn). 140 SBOs (Value) Trade Sales (% of total exits) 90% 130 SBOs (% of total exits)After steady growth in secondary buyout exits for the early part of the year, they levelled in Q4, which 120 80%saw SBOs accounting for 32% of all exits, just failing to match Q3’s 33.3%. However, it was still the Percentage of Total Exits (excl. IPOs) 110highest proportion of SBO exits for a Q4 period since Q4 2007 when they accounted for 44.4%. 70% Value of Deals ($bn) 100 90 60%Private equity firms exited their holdings at an average enterprise valuation of 11.8x EBITDA in 2011, 80slightly down from 12.5x in 2010 and the lowest since 2004 (10.8x). 50% 70One-day-before average exit premiums increased in all regions in 2011. As in previous years, the US 60 40%accounted for the highest premiums, at an average of 42.8%, compared to 32% in Europe and 32.5% 50 30%globally. 2011 was the first year to see an upward trend in exit premiums in the US and Europe since 402008. European average premiums on exits in 2011 were at their highest levels on mergermarket 30 20%record (since 2001). 20 10% 10Goldman Sachs topped the financial advisor league table for 2011, advising on 41 exit deals valued 0 0%at US$ 56.4bn. The Carlyle Group sold the most portfolio holdings for the year with 22 exits valued atUS$ 11bn. Both companies retained their top positions from 2010. Exit Premium Analysis - AverageTop 10 Global private equity firms Y/E 2011 - exits by deal count 80% Ranking House Value (US$m) Deal Count Global Europe 1 The Carlyle Group 10,997 22 70% US 2 Equistone Partners Europe 7,453 12 3 Intel Capital 795 12 60% 4 3i Group 506 10 5 New Enterprise Associates 120 10 50% 6 Redpoint Ventures 1,848 9 Premium % 40% 7 Lloyds TSB Development Capital 104 9 8 Blackstone Group 8,163 8 30% 9 CVC Capital Partners 5,339 8 10 Bain Capital 4,269 8 20% 10% 0% 2004 2005 2006 2007 2008 2009 2010 2011 rPress Release: mergermarket M&A Round-up for Year End 2011 8 www.mergermarket.com
  • 9. Global M&A Overview: Emerging MarketsThe emerging markets saw M&A activity with a total value of US$ 459.7bn in 2011, down 11.7% from 2010 (US$520.6bn), though still the second highest total on mergermarket record (since 2001). After a bounce-back in Q3 Emerging Markets M&A Activity Trend(which saw a 16.9% increase on Q2 2011 after two successive quarters of decline in the first half of the year),emerging market M&A reverted to a downward quarterly trend in the last quarter of the year. Q4 2011 M&A added 200 30%up to US$ 76.9bn, a 57.2% decrease from the US$ 179.9bn-worth of M&A seen in the same period in 2010, and a Other EM (Value) BRIC (Value)41.8% decrease relative to the previous quarter (US$ 132.1.bn in Q3 2011). 180 EM M&A as % of Global M&A 25%BRIC M&A activity decreased by 45.9% in Q4 2011 (US$ 47.9bn) compared to Q3 2011 (US$ 88.5bn). This was the 160lowest quarterly total since Q1 2009 (US$ 38.6bn) and the lowest Q4 since 2005 (US$ 23.1bn). 140 Value of Deals (US$bn) 20%Emerging markets accounted for 21.3% of global M&A activity in 2011, a lower proportion than the 24.5% they % of Global M&A 120had accounted for in 2010. In the last quarter of the year, they saw 18.3% of global M&A. BRIC countries saw a totalof US$ 288.4bn-worth of M&A last year, representing 62.7% of overall emerging markets activity, down 4.2% from 100 15%the same period the previous year (US$ 301.2bn in 2010). 80Inbound cross-border activity into emerging market countries in 2011 added up to US$ 200.3bn, up 19.1% 10%compared to 2010 (US$ 168.2bn) and the highest annual total on mergermarket record (2001). Europe is the 60region that invested the most in the emerging markets in 2011, accounting for 40.2% of cross-border deal value(US$ 80.4bn): the UK, France, Germany and the Netherlands accounting for 21.1%, 17.6% and 9.6% (for both 40 5%Germany and the Netherlands) of European-related inbound deal value respectively. Energy, Mining & Utilitiesremained the busiest sector for cross-border transactions in 2011, with US$ 69.4bn-worth of deals accounting for 2034.6% of all cross-border deals. 0 0%Emerging market buyout activity, valued at US$ 32.3bn, accounted for 11.6% of global buyout activity in 2011, justup from 11.5% in 2010, and the highest contribution since 2009 (19.1%).Goldman Sachs ranked first in the financial advisor league table for emerging markets M&A with a total value ofUS$ 78.9bn. Goldman Sachs had not previously ranked first since 2002 (US$ 21.1bn). Emerging Markets Inbound/Outbound M&A 80 350 Emerging Markets Buyout Activity Trend Inbound Value ($bn) Outbound Value ($bn) 45 Value (US$bn) 25.0% 70 Inbound Volume % of Global BO (Value) 300 Outbound Volume % of EM M&A (Value) 40 60 250 20.0% 35 50 Value of Deals ($bn) Volume of Deals 200 30 Percentage (%) Value (US$bn) 40 15.0% 25 150 30 20 10.0% 100 20 15 50 10 10 5.0% 0 0 5 0 0.0% 2004 2005 2006 2007 2008 2009 2010 2011Press Release: mergermarket M&A Round-up for Year End 2011 9 www.mergermarket.com
  • 10. Global M&A Overview: Premia and Multiples Analysis EBITDA Multiple Analysis - Average 30The average premium (one day before) of global M&A deals in Q4 2011 increased to 33.5%, driving Global Europethe annual average up to 28.5%, up from 22.2% in 2010. North American premiums averaged 35.9% in North America2011, an increase from 31.6% in 2010. Meanwhile, European premiums for the year averaged 21.9%, 25 Asia-Pacif ic (excl. Japan)the second highest average since 2002, only topped by 2008’s average of 22.9%. The Asia-Pacific region Japansaw an average premium of 21 %, again the highest average premium since 2008 (24.1%). EBITDA Multiple (x) - Average 20The average EBITDA multiple across global M&A in 2011 was 12.6x, down from 14.9x in 2010 and thelowest average since 2003 (10.6x). The European average EBITDA multiple in 2011 was 12.1x, the 15second-lowest since 2004, after 11.5x in 2009. 10The quarterly average global EBITDA multiple decreased in the last quarter of the year to 12.1x, from theprevious quarter’s 15.8x, a drop driven by significant decreases in North America and Asia-Pacific, from 516.3x in Q3 to 12.8x in Q4 in North America, and from 20.4x to 10.1x in Asia-Pacific. Europe, however,showed an increase in the average EBITDA multiple on M&A deals in Q4 2011 to 15.3x, up from 14.4xin Q3 2011. 0 2004 2005 2006 2007 2008 2009 2010 2011The TMT (Technology, Media & Telecoms) sector recorded the highest average EBITDA multiple – at15.7x – in 2011, overtaking 2010’s leading sector Energy, Mining & Utilities which saw 19.5x. Premium Analysis - Average 60% Global Europe North America Asia-Pacif ic (excl. Japan) 50% Japan 40% Premiums % 30% 20% 10% 0% 2004 2005 2006 2007 2008 2009 2010 2011Press Release: mergermarket M&A Round-up for Year End 2011 10 www.mergermarket.com
  • 11. Global M&A Overview: Deal Type / Deal Value Breakdown Deal Type M&A Deal Type - Deal Value The total value of public M&A deals announced globally in 2011 was US$ 900.5bn, up 16.5% from 2010 (US$ 100% 773.1bn). 90% Fewer hostile offers were announced in 2011 than in the previous year, with 38 hostile deals valued at US$ 61bn. 80% 43.6% Compared to 2010, which saw 43 deals valued at US$ 97.1bn, hostile offers decreased 37.1% by deal value and 48.1% 49.7% 54.5% 54.9% 11.6% by deal count. Share of total Global M&A - Deal Values 70% 61.3% 60.5% 67.1% Hostile offers accounted for 6.8% of the total value of all public M&A deals in 2011, just over half of the proportion 60% for the previous year. In 2010 hostile offers had accounted for 12.6% of public M&A deal values (which was the 8.6% 50% 1.4% average proportion of public deals accounted for by hostile offers since 2004). 6.6% 2.7% 1.7% 4.1% 2.4% 10.1% 0.7% 40% 6.0% 10.9% 0.5% 2.7% 2011 was one of the least hostile periods in the past seven years by deal value, with only 2007 seeing hostile deals 5.0% 1.2% accounting for a lower proportion of public deals (5.3%). 30% 4.1% 46.2% 20% 41.2% Hostile offers also accounted for 49.8% of global unsolicited offers in 2011 by value, with 32 deals valued at US$ 37.7% 37.7% 31.7% 33.2% 36.2% 54.5bn. The proportion of unsolicited offers that were hostile in 2011 decreased 8.6% compared to 2010, when 35 10% 27.5% hostile deals valued at US$ 82.5bn represented 53% of unsolicited offers. 0% 2004 2005 2006 2007 2008 2009 2010 2011 Recommended Hostile Contested Non-public M&A Global M&A Deal Size Breakdown - % by Deal Value 100% 15.7% 15.5% 90% 21.9% 24.5% 26.8%Deal Value Breakdown 31.9% 29.4% 29.6% 80%Mega-deals (over US$ 10bn) accounted for 15.5% of the value of global M&A announced in 2011, with a total of 70% 32.6% 34.1%US$ 334.2bn, just topping the total for 2010 (US$ 333.1bn). 25.5% 60% 30.0% 29.8% 27.9% 27.5% 27.3%Deals valued between US$ 2bn and US$ 10bn added up to US$ 733.9bn, accounting for 34% of global M&A 50%announced in 2011, the highest proportion for this deal size range on mergermarket record (since 2001). 40% 24.5% 27.7% 26.0% 22.0% 19.3%In the last quarter of the year, deals valued between US$ 2bn and US$ 10bn dominated, accounting for 35.1% of 30% 20.8% 23.0% 20.5%total deal value, having represented 26% of total deal value in the previous quarter. 20% 28.0%The global average deal size for Q4 2011 was US$ 291m, the lowest Q4 average since 2007 (US$ 277m). 10% 23.5% 20.0% 20.4% 23.4% 22.4% 24.0% 24.3% 0% 2004 2005 2006 2007 2008 2009 2010 2011 $0m - $500m $501m - $2,000m $2,001 - $10,000m mega deals (over $10,001m) Press Release: mergermarket M&A Round-up for Year End 2011 11 www.mergermarket.com

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