0 European M&A Market Trends Outlook for the UK, France, Germany and Italy May 11th, 2011.

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European M&A Market TrendsOutlook for the UK, France, Germany and Italy

May 11th, 2011

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Table of contents

1 | The M&A Market in the UK 2

2 | The M&A Market in France 8

3 | The M&A Market in Germany 12

4 | The M&A Market in Italy 16

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1 The M&A market in the UK

Erik van Duijvenvoorde

Partner – Paris, London

[email protected]

Tel.: +33 1 58 75 75 31

Arnaud Lambert

Partner – Paris

[email protected]

Tel.: +33 1 58 75 75 06

4

Economic/market situation in the UK

Economic environment

Chart title

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M&A Activity in the UK 2006-Q1 2011 2010 showed signs of recovery for UK M&A activity, and the market continues to recoup from the financial crisis. Distressed-driven and insolvency-related transactions were up at the end of 2009 and boosted overall M&A activity.

2010 saw an increase in the number of announced deals (914 deals, up by roughly 45% in comparison to 2009). The total value of the 573 deals for which the deal value was known was c. £81 bn, in line with 2009.

Should the economic fog clear, one could expect M&A activity to pick-up strongly in the second half of 2011.

GDP dropped significantly between Q2 2008 and Q3 2009 due to the financial crisis but started improving slowly afterwards; however it has still not returned to pre-crisis levels.

GDP increased by 0.4 per cent in Q1 2011 (to the level in the third quarter of 2010), following an unexpected decrease of 0.5 per cent in Q4 2010, claimed partly to be due to poor weather conditions.

Uncertainty remained the overriding theme for Q1 2011, as the recovery struggled against difficult economic conditions and government austerity drives.

In March 2011, the independent Office for Budget Responsibility (OBR) forecast 1.7% growth in GDP in 2011.

Chart titleEconomic Indicators

Source: Office for National Statistics

Source: Mergermarket data; Accuracy analysis

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Real GDP (£bn) GDP Change Unemployment (%)

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Deal characteristics

Deal size split 2007 – Q1 2011 – Volume

Over the past 15 months, the volume of M&A activity was primarily driven by the Business Services, TMT, Industrials and Chemicals, and Consumer sectors, which accounted for over half of the transactions.

In value, the Energy, Mining and Utilities and Financial Services sectors were the highest contributors, thanks to large deals such as the acquisition of EDF’s distribution network in the UK by the CIH-led consortium or the acquisition by Resolution Limited of the UK life and pensions businesses from AXA SA.

Growth in 2011 is expected to be generated by the Financial Services, Business Services, and Consumer goods sectors.

In 2010, 32 transactions valued at £500m+ were announced, compared to just 17 in 2009, thanks to improved liquidity conditions, growing buy-side confidence and a renewed interest for large-caps.

In Q1 2011, 225 deals have been announced, 10 of which valued at £500m+.

Transactions valued at £500m- have increased by 66% in 2010, illustrating that corporate valuations are firming and helping to bridge the vendor / buyer price gap.

Sector splits - Q1 2010 - Q1-2011

Source: MergerMarkets

Source: MergerMarkets

Volume Value

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Not Available < 15 m£ 15 m£ - 100 m£ 101 m£ - 250 m£ 251 m£ - 500 m£ > 500 m£

Business Services21%

TMT14%

Industrials and chemicals

11%Consumer

12%

Financial Services11%

Pharma, Medical & Biotech.

8%

Energy, mining & utilities

8%

Leisure7%

Construction3%

Other8%

Business Services11%

TMT4%

Industrials and chemicals

7%

Consumer14%

Financial Services18%

Pharma, Medical & Biotech.

4%

Energy, mining & utilities

23%

Leisure6%

Construction3%

Other11%

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Series1 Series2


Focus on PEs

PE Exits

PE Buyouts

Source: Mergermarket data; Accuracy analysis

Private Equity activity has picked up since the low in 2009 and has showed signs of recovery over H1 2010.

However, uncertainty remains as there has been a slowdown in the last quarter, for PE buy-outs (although less than in other countries).

Notable private equity-backed buy outs over Q1 2011 include The Priory Group (£0.9bn), IDH (£0.5bn), and Wagamama (£0.3bn).

Average EV/EBITDA multiples have increased from 10.3x in 2009 to 12.2x in 2010 (13.5 x in 2008).

Uncertainty in debt capital markets remains, and large deals are likely to be seldom over 2011, at least for the 1st half.

Current leverage levels in LBOs remain relatively low, at 3.5 to 4.0x EBITDA.

Average equity contribution in % of the transaction value has increased from 40% in 2008 to 50% in 2010; sponsors are expected to commit more on equity in LBOs.

In 2010, 70% of LBO transactions involved senior debt only; the remainder was a mix of senior and mezzanine.

In 2011, competition is expected from large corporates that have amassed substantial amounts of cash.

Number of deals Deal Value (in m£)

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ValueVolume

Number of deals Deal Value (in m£)

Volume Value

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Focus on Q1 2011

Transactions

Central Networks acquired by Western Power in order to expand regulated electricity distribution business in the UK.

The vendor E.ON initiated the transaction is a part of its €15bn divestment strategy to be achieved by end of 2013.

Allied Irish Banks Plc, the listed Ireland-based banking and financial services group, acquired Anglo Irish Bank Corporation Limited's deposits in the UK and Ireland, Anglo Irish Bank Corporation PLC, for cash consideration of €3.5bn.

Rationale for AIB is to improve liquidity and reduce its loan to deposit ratio.

General Electric Company acquired the well support division of John Wood Group plc, the listed UK-based energy services company, for cash consideration of USD 2.8bn.

Complement GE’s business model of high technology engineering, manufacturing and services. Allows John Wood to focus on its core engineering and operations & maintenance activities in its Engineering & Production Facilities and Gas Turbine Services divisions.

Anglo American Plc and Lafarge SA formed a 50:50 joint venture to provide construction materials.

Expected results: enhanced logistics services, operational efficiency and geographic reach.

£1bn + dealsSelected transactions Q1 2011

Source: Mergermarket

Date announced

Target Company

Target Sector

Bidder Company

EBITDA Multiple

Deal Value (m£)

01/ 03/ 2011 Central Networks Limited EnergyWestern Power Distribution LLP

n/ a 4 026

24/ 02/ 2011Anglo Irish Bank Corporation (International) PLC; Anglo Irish Bank

Financial Services

Allied Irish Banks Plc

12 x 2 963

13/ 02/ 2011John Wood Group plc (well support division)

EnergyGeneral Electric Company

18 x 1 748

18/ 02/ 2011Tarmac Limited; Lafarge Cement UK; Lafarge SA (Aggregates and Concrete

ConstructionAnglo American/ Lafarge Joint

n/ a 1 629

18/ 01/ 2011 Priory Group Limited MedicalAdvent International

n/ a 925

22/ 03/ 2011 Forth Ports Plc TransportationArcus European Infrastructure

6 x 837

29/ 03/ 2011 Royal Dutch Shell plc (Stanlow refinery) EnergyEssar Oil (UK) Limited

19 x 810

03/ 03/ 2011 Kwik Fit Group Limited AutomotiveItochu Europe plc; Itochu Corporation

16 x 630

18/ 03/ 2011 Phones 4u LimitedConsumer: Retail

BC Partners Limited

n/ a 597

21/ 01/ 2011 Northern Foods PlcConsumer: Foods

The Boparan Group

7x 564

15/ 02/ 2011 Sibir Energy Limited (22.39% Stake) Energy JSC Gazprom Neft 3x 462

11/ 03/ 2011 Chevron Limited EnergyValero Energy Corporation

2x 454

07/ 03/ 2011 Moody International Ltd Services (other)Intertek Group Plc (formerly known

7 x 449

07/ 03/ 2011 Gullivers Travel Associates LeisureKuoni Travel Holding Limited

n/ a 434

28/ 01/ 2011Integrated Dental Holdings plc; Associated Dental Practices Limited

MedicalCarlyle Europe Partners III LP;

n/ a 414

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Approach of the UK M&A market

Accuracy’s Analysis

Accuracy’s recommendations2011 outlook

Value creation should be driven by economic/industrial factors rather than financial ones.

Stay current with UK business environment: local debt market, restructuring environment, local lawyers.

Selective targeting with considerable time spent on analysing synergies in Business Plans.

Some UK financial investors looking to partner with local players, particularly in distressed situations or on asset backed deals.

In the short-run, significant uncertainty remains, in the market hence the relevance to ask for:

a well-seasoned and sector-focused partner to work closely with you and your team on a given transaction

Full access to information and management to ensure due diligence is satisfactorily completed.

High value transactions expected in the Energy sector but moderate growth in volumes due to economic uncertainty in Europe in H1 with acceleration in H2.

Growth in the number of transactions, fuelled by Financial Services, Business Services, and Consumer goods sectors.

PE deal volume increasing due to:

Continuing deals in distressed debt;

PE firms’ desire to realize investments that were held longer as a result of the financial crisis;

Improving economic environment and liquidity conditions.

Come-back of strategic buyers with cash reserves.

Transaction multiples expected to stabilize.

Continued focus on mid-size deals.

Increase in Asian bidders (particularly Indian and Chinese).

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2 The M&A market in France

Stéphane Perrotto

Partner Paris

[email protected]

Tel.: +33 1 58 75 75 03

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No. Of transactions M&A value (€m)

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Economic/market situation in France

Economic environment: signs of recovery, upward trend in M&A activity

Chart title

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Sources: Mergermarket French M&A Round-up for Q1 2011, 11 April 2011

The financial and economic crisis heavily impacted M&A activity.

Despite a slow start in Q1 2011, French transactions are following an upward trend, having increased in value for three consecutive quarters.

Compared to Q1 2010, Inbound and domestic deals decrease; outbound increases.

The Industrial & Chemicals sector made up 40% of transactions value (23% of volumes) in Q1 2011. This includes two major deals (Converteam and Imerys) for 5,2 €bn out of a total of 8,8 €bn.

GDP: after a drop of 2.5% in 2009, strong growth in Q4 2010 (1.4% compared to Q4 2009);

Slightly improving level of confidence (Insee business climate index : recovery from the strong decrease in Q4 2008)

Economic environment has been steadily improving during 2010, but some tensions are expected due to commodity driven inflation.

The level of insolvencies still remains highwith 65,900 in 2010 (+2% compared to 2009). An improvement is expected by Euler Hermes in 2011 with 62,700 insolvencies (-5% compared to 2010).

Economic Indicators

Sources: Bloomberg, Insee

M&A Activity in France 2006-Q1 2011GDF –

Suez: 66 €bn

Lehman

collapse

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Real GDP (€bn) Unemployment rate (%) Insee Business climate index (% change) Real GDP (% change)

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Date Target Bidder Deal value (€m)

Cross-border 10.08.2010 GDF Suez Energy International International Power Plc 20 70104.10.2010 Genzyme Corporation Sanofi-Aventis SA 13 05330.03.2010 AXA Asia Pacific Holdings (Asian businesses) AXA SA 6 445

09.03.2010 Intervet/Schering-Plough Animal Health; and Merial Limited

Sanofi-Aventis SA/Merck & Co Inc JV 6 065

16.02.2011 CEP SA (53% stake sold by Total SA) International Petroleum Inv. Co. 5 63404.04.2011 Rhodia SA Solvay SA 4 53324.06.2010 AXA SA (UK life and pensions businesses) Resolution Limited 3 33029.03.2011 Converteam Group SAS (90% stake) GE Energy 3 23226.04.2011 Parmalat Spa (71% stake) Groupe Lactalis SA 3 21019.05.2010 Sperian Protection SA Honeywell International Inc 1 11228.04.2011 SunPower Corp (60% stake) Total SA 1 01024.03.2010 Geoservices SA Schlumberger Limited 80418.02.2010 Cassa di Risparmio della Spezia SpA (80%

stake); and Intesa Sanpaolo SpA (96 branches)Credit agricole SA 740

05.02.2010 Simon Ivanhoe Group BEG Unibail-Rodamco SA 71521.09.2010 Méditel (Morocco) France Télécom 64030.06.2010 TargeGen Inc Sanofi-Aventis SA 45902.05.2011 Volcom Inc PPR SA 34227.10.2010 Banco Popular Hipotecario SA (50% stake) Groupe Credit Mutuel-CIC 31230.09.2010 Gaselys S.A. (49% stake) GDF Suez SA 300

Domestic deals03.04.2011 SFR SA (44% stake) Vivendi SA 7 75020.01.2010 Areva T&D SA Alstom SA; and Schneider Electric SA 3 18024.02.2010 Edenred SA Accor SA (Shareholders) 2 93721.03.2011 Imerys SA (25,6% stake) Groupe Bruxelles Lambert SA 1 95905.05.2010 Transdev SA Veolia Transport SA 1 78508.04.2011 EDF Energies Nouvelles SA (50% stake) Electricite de France SA 1 51519.10.2010 La Poste SA (26.32% stake) Caisse des Depots et Consignations 1 50019.01.2010 Cegelec SA Vinci SA 1 29230.07.2010 Societe Marseillaise de Credit SA Credit du Nord SA 87217.06.2010 Societe des Autoroutes Paris-Rhin-Rhone SA

(13.73% stake)Eiffarie SAS 854

14.02.2011 SNPE Materiaux Energetiques Safran SA 352

Private Equity deals14.10.2010 Picard Surgeles SA Lion Capital LLP 1 50010.05.2011 Foncia BridgePoint Capital Limited; Eurazeo 1 00014.10.2010 Marc Orian SA; Histoire d'Or SA Bridgepoint Capital Limited; Apax

Partners SA600

04.04.2011 Kiloutou SA PAI Partners 53524.02.2011 Gerflor Intermediate Capital Group 50009.06.2010 Cerba European Lab (Majority stake) PAI Partners 50028.09.2010 B&B Hotels SAS The Carlyle Group, L.L.C. 48009.02.2011 Opodo UK Permira; Axa PE 45006.05.2011 Saverglass Astorg Partners 350

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Current situation and trends

Number of transactions and volumes are increasing…

Source: …Note: [1] …Source: …Note: [1] …

In Q1 2011, 4 deals with a value over €500m : three less than in Q1 2010.

Banks are easing financing conditions

Market volatility limits the number of IPOs

Resilient sectors such as Pharma, Infrastructure and Financial Services drive the market

Domestic growth will be impacted by austerity programs (to reduce debt) and potential fear of commodity driven inflation.

Cross-border deals and private equity investment should support the market in the near future. A lot of M&A processes are on-going or expected soon.

Source: Merger Market database, Merger Market French M&A Roundup Q1 2011, M&A DATABASE

Selected transactions 2010 and Q1 2011 Current situation

Trends 2011 - 2012

1212

Thoroughly research and analyse your potential targets: anticipate. Don’t wait for opportunities, find them!

Be reactive and flexible: PE firms have huge amount of cash (€18,3 billion in dry powder!) and they are ready to go fast when they know the target (fad for pre-emptive processes)

But remain prudent on long term fundamentals (It's only when the tide goes out that you learn who's been swimming naked – Warren Buffet)

Local PE funds (Astorg, Rothschild, Atria, Activa) have significant portfolios that represent investment opportunities (especially in the mid market which represents 40% of total market). In France, 5,500 companies have a PE fund in their capital: 200-300 companies will inevitably change hands in the next 5 years.

Do not hesitate to go for distress companies but not at any price and not alone. In case of financial distress, French law encompasses a wide range of tools to help you through the crisis.

Knowledge of French business environment is highly necessary: you may miss a deal in some sectors for not having the French touch.

Approach of the French M&A market


Corporates are still ready to do deals but they need (i) to secure value creation and (ii) to keep close control over their debt ratios

Some jumbo deals will necessarily lead to significant disposals hence acquisition opportunities (e.g. GDF Suez announced they would divest circa €10 billion)

Some groups are committed to reducing their debt (e.g. Lafarge) and others need to deliver shareholder value (e.g. Carrefour)

French companies are actively looking for acquisition targets in growth areas (i.e. BRICs) and some may need to divest non core activities to finance acquisitions and decrease their dependence on European growth / profitability

Leading French corporates are still very active and may be willing to seize opportunities abroad thanks to their war chest (LVMH/Bulgari, Lactalis/Parmalat)

After a 2-year period of turmoil in the LBO business, there is pressure on PE firms to put some of their assets on the market (e.g. when the fund reaches maturity date or when bullet debt approaches maturity date)

FSI (French sovereign fund) now becomes also seller

Some significant PE portfolio companies were acquired by strategic buyers who accepted to pay high prices for strategic targets (e.g. Converteam/GE, Souriau/Esterline…)

Although many companies go for dual track, very few finally go public

Accuracy’s recommendationsOpportunities

1313

3 The M&A market in Germany

David Cayet

Managing Partner Frankfurt

[email protected]

Tel.: +49(0) 69 977 887 11

Christian Axmann

Senior Manager Frankfurt

[email protected]

Tel.: +49 69 977 887 15

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2006 2007 2008 2009 2010 2011

M&A value (€bn) Number of transactions

Economic/market situation in Germany

Economic environment: Strong economic growth and M&A activity gaining momentum

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Development of Key Economic Indicators

M&A Activity in Germany 2006-Q1 2011

Sources: German Federal Statistical Office, ifo Institute, ReutersNotes: GDP base year 2005, ifo business climate index base year 2000

The German economy has shaken off the 2009 crisis level

A strong growth year in 2010 (3.6% GDP growth): driven by exports, inventory cycles, fiscal stimulus and postponed investment effects

Unemployment currently at all-time low of 7%

Consumer confidence practically at 15 year average level

German economic growth will peak in H1 2011; growth will then return to a sustainable rate beyond 2011 once one-off effects disappear

Nevertheless German growth still conditioned by Euro-Zone macro environment in terms of financial stability, interest rates, currency and inflation

The financial crisis had a strong impact onM&A activity in Germany, but recovery is strong … Strategic transactions are dominating the M&A landscape in

Germany

Q1 2011 M&A volume (announced) at nearly 80% of FY 2010 level: numerous mid- and large-cap deals

2010/2011 with lots of ‘non standard’ transactions: complex carve-outs, asset deals, D/E swaps out of insolvencies

Favorable environment for corporates: strong earnings and moderately low interest rate levels

Financial investors are back on the route: numerous exits especially through secondary sales, also price expectations of sponsors and sellers are narrowing

Sources: Zephyr (completed deals except for 2011)Note: (*) Values for Q1 2011 are based on announced transactions

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Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4

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Real GDP (€bn) Real GDP (% QoQ change)

ifo Business climate index (% QoQ change) Unemployment rate (%)

15

Date Target Bidder Deal Value (€m)

17.04.2011Evonik Industries (Carbon Black Business) Rhone Capital LLC 900

07.04.2011DekaBank Deutsche Girozentrale (50% Stake)

Deutscher Sparkassen und Giroverband 1.300

21.03.2011Kabel Baden-Wuerttemberg GmbH & Co. KG Liberty Global, Inc. 3.160

21.03.2011T-Mobile USA (business area of Deutsche Telekom) AT&T 27.438

09.03.2011 Tognum AG Daimler/Rolls Royce 3.210

16.02.2011 Sued-Chemie AG (96.15% Stake) Clariant AG 1.948

15.02.2011DSD Duales System Deutschland ('Der Grüne Punkt') H.I.G. Capital / Solidus Partners

€600m (sales in 2010)

31.01.2011

BEB Speicher GmbH and ExxonMobil Gasspeicher Deutschland GmbH(19.7% Stake) GDF Suez SA 1.000

23.12.2010 Takko Modemarkt GmbH & Co KG Apax Partners LLP 1.250

18.12.2010 Evonik Steag GmbH (51% Stake)Rhein-Ruhr consortium of municipal utility companies 3.146

14.12.2010Siemens AG (IT Solutions and Services) Atos Origin S.A. 850

08.12.2010 Arriva Deutschland GmbHFerrovie dello Stato SpA; Cube Infrastructure Fund 340

06.12.2010 Hochtief AG (9.1% Stake) Qatar Holding LLC 400

06.12.2010EnBW Energie Baden-Wuerttemberg AG (54.99% Stake) Land of Baden-Wuerttemberg 10.578

15.10.2010 Ruhr Oel (50% Stake) OJSC Rosneft Oil Company 1.145


M&A activity increasing, interaction between Germany/Spain still moderate


Significant activity of corporates, but still few mega deals

Key Industries: consumer goods, energy/Infrastructure, chemicals, financial services

Financial investors with secondary sales and in some instances IPOs

Stabilizing / increasing multiples (especially for automotive businesses) more favorable deal environment

Improved financing conditions: 3.5x-5.5x EBITDA for PEs, average equity share 50% (min. 30%), interest levels still favorable

Uncertainty still present in global markets: Fear of double-dip recession in the USA, real estate bubble in China, European sovereign debt crisis

Both strategic and financial investors with massive dry powder: need for deal opportunities will drive activity

Financial investors are back: significant amount of buy- and sell-side activity expected; IPOs might become more likely exit option provided macroeconomic stability

Strong momentum expected in automotive, business services and consumer goods, financial services

Selected transactions Q4 2010-2011 YTD Current situation

Trends 2011

Source: Merger MarketNote: ACS/Hochtief bid not included since bid was launched prior to Q4 2010

16

Suitability for Spanish investors looking for growth opportunities to diversify/expand revenue base

Industrial partnership approach, build up

Long term investment horizon, value creation driven more by industrial/economic rather than financial engineering

Knowledge of German business environment (especially for “Mittelstand” targets) is key

Selecting the right advisors to go ahead with the ‘right deals’:

Understanding of your needs/strategy

Cross-boarder team staffing

Market and functional know-how

Approach of the German M&A market

Accuracy’s German market intelligence

Current/Upcoming deal opportunities

‘Big tickets’

Hochtief Concessions (infrastructure): likely start in H1 2011

Siemens hearing aid division: postponed

Tognum: sale process ongoing

ProSieben Sat 1: possibly dual-track

IPOs: Osram, Evonik (likely in H2 2011), Deutsche Annington

‘Mid cap’

Largest mid-cap base and highly attractive players (>1.000 ‘world leaders’) that are potentially willing to divest

Numerous opportunities on the market: consumer goods/retail, automotive, plant manufacturing, business services

Buy-side opportunities in Germany

Our recommendation

1717

4 The M&A market in Italy

Alessandro Reitelli

Managing Partner Milano

[email protected]

Tel.: +39 02 366 962 02

18

Economic/market situation in Italy

Economic environment: signs of recovery, stabilizing M&A activity

Chart title

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218 219226.6

218.6 218.2 195.1

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17.1% 15.3%

12.9%

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Sources: Merger Market database

Economic Indicators1

Sources: Istat DatabaseNotes: [1] GPD base year 2006,

M&A Activity in Italy 2006-Q1 2011 The financial and economic crisis heavily impacted M&A

activity, especially for private equity and construction industries

A moderate recovery end of FY10, followed by a drop in Q1 FY11

Currently, the market is on stand-by

Only one forecasted IPO for Moncler by The Carlyle Group

Consumer goods, financial services and leisure are the promising sectors for future deals

IMF: GDP dropped 5% in FY09 and grew 1,3% in FY10,

In terms of “lost quarters” of GDP, the last turmoil scored 34, compared to 9 for 92-93 and 8 for 74-75;

Economic environment should remain unchanged at least for 2 years. Latest IMF forecast of growth in GDP for 2011 is 1,1%;

Unemployment limits consumption, low productivity limits exports, on top of euro rise

6,5m registered companies…small is beautiful, but is also inefficient…

Italian hedge: innovation, flexible organization

Italian issues: geography, infrastructures, tax burden, HR, gearing, governance, grey market

19


Number of transactions and volumes are increasing…


Market is recovering from distressed M&A back to high quality targets and/or secured businesses

Liquidity for PEs and banks is waiting for allocation

Procrastination of IPOs opens for M&A opportunities

Price level: - recovery in average multiples (x6 to x10,1 EBITDA)- decreasing gap in price expectations of sellers and buyers- extreme selection for targets, both for investors and banks

Access to debt is getting less restrictive but financing conditions remain tight: banks still demand a 50% equity stake, no mezzanine, 7-year senior bullet at 4-500 bps

For PEs,

- 2011 and 2012 should be years for equity M&A and/or capital increase to strengthen their portfolio companies

- Asset allocation is more restrictive in terms of geography

- The need for differentiation goes through specialization or the ability to sustain the international development of their portfolio companies

For Corporates,

- Opportunities for defensive/offensive M&A

- Focus on targets which can represent a saving in R&D Source: Merger Market database

Selected transactions Q1 2011 Current situation

Trends 2010 - 2011

Date Target Bidder Deal Value EUR(

07/ 03/ 2011 Bulgari SpA LVMH Moet Hennessy Louis Vuitton SA 3.860,7

09/ 03/ 2011 Ansaldo Energia SpA First Reserve PE 1.073,0

22/ 03/ 2011 Parmalat S.p.A. (15.34% Stake) Groupe Lactalis SA 744,0

24/ 01/ 2011 SNAI S.p.a. Investindustrial-Palladio PE 521,0

31/ 03/ 2011 Endesa (Systems and Telecom) Enel Energy Europe S.r.l 250,0

04/ 03/ 2011 Inalca JBS S.p.A. (50% Stake) Cremonini SpA 218,9

31/ 01/ 2011 ISAB S.r.l. (11% Stake) Lukoil OAO 205,0

13/ 01/ 2011 Cesare Fiorucci Spa Campofrio Food Group SA 171,0

22/ 03/ 2011 Fondiaria - SAI S.p.A (6.6% Stake) Viacom Inc 170,0

04/ 02/ 2011 Rainbow S.p.A (30% Stake) Ardagh Glass Group Plc 136,0

28/ 03/ 2011 Finanziaria di Partecipazioni Industriali SpA TOTO Costruzioni Generali S.p.A. 125,0

03/ 01/ 2011 Strada dei Parchi S.p.A. (60% Stake) Busnelli Family 89,0

01/ 03/ 2011 B&B Italia S.p.A. (53% Stake) Pianoforte Holding 60,0

18/ 02/ 2011 Inticom s.p.a. (50% Stake)Sinterama S.p.A.; Indorama Ventures Public Company Limited 55,0

07/ 02/ 2011 Trevira GmbH Advanced Capital SGRpA 41,0

26/ 03/ 2011Holland Private Equity; mCAPITAL investment management Limited Credit Agricole Investimenti 1 40,0

15/ 02/ 2011 Favini Srl FAAC S.p.A 40,0

01/ 03/ 2011 Zeag AG KIT Digital, Inc. 28,0

16/ 03/ 2011 TXT Polymedia S.p.A Luxottica Group SpA 27,8

17/ 02/ 2011Stanza gafas del sol; High Tech Sunglasses S.A. de C.V. DDB Holding Europe SCA 17,0

20

Selective targeting

Collaborative approach

Industrial partnership approach, building value through process implementation and new management

Consider the generational issue earn-out formula

Knowledge of Italian business environment (advisors of the seller, restructuring procedures…) is key

- To avoid unnecessary concern

- Not to underestimate the details

Be patient…

Approach of the Italian M&A market


300.000 companies will face generational issues in the next 10 years

Creation of a sovereign fund (Fondo Italiano d’Investimento) and other regional initiatives (Futurimpresa) + turnaround

For PEs, - Threat regarding the covenants of their LBOs which still face a

flat market- But there is an opportunity to renegotiate the debt terms &

conditions to seek for a lower rate Strong M&A potential in classic markets:- Services to Financial institutions- Consumer goods- Leisure (especially branded)- Mechanical equipment- Packaging But also in the renewables and utilities sectors:- Italy is n°3 in Europe in wind farms with 5.000 Mw installed- Wave of privatization of gas, water, etc.

Distressed opportunities will arise in 2011 and 2012, since the refinancing of 2009 was underestimated compared to the slow recovery path in GDP

- Construction- Leisure, textile, shoes- Home furnishing

Accuracy’s recommendationsOpportunities

0 European M&A Market Trends Outlook for the UK, France, Germany and Italy May 11th, 2011.

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Transcript of 0 European M&A Market Trends Outlook for the UK, France, Germany and Italy May 11th, 2011.