M&A Activity

January 2010

M&A MarketAnalysis

Steven M. Bernard, CFADirector of M&A Market [email protected]

MERGER TRACKER

Monthly Overview of Global Middle-Market M&A Activity

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Table of Contents

www.williamblair.com

Commentary 1

Global Activity 3 Regional Transactions 3 Middle-Market Regional Transactions 4 Annual Transactions 5

U.S. M&A Activity 6 Transaction Detail 6 Annual Activity 7 Valuation Multiples 8 Private-Equity Transaction Analysis 9 Transaction Breakdown 11 Industry Breakdown 13 Cross-Border Transaction Analysis 14

U.S. Financing Markets 16 Debt Capital Markets 16 Equity Capital Markets 18

European M&A Activity 19 Transaction Detail 19 Annual Activity 20 Valuation Multiples 21 Private-Equity Transaction Analysis 22

Emerging Markets M&A Activity 23

Select William Blair & Company Transactions 24

William Blair & Company Corporate Finance Contact List 27

Notes 29

Disclosures 30

Commentary

www.williamblair.com 1

Commentary

OVERVIEW Global M&A activity for December reinforced the belief that the M&A markets may have finally turned the corner. For several months we have pointed to the increasingly positive signs that would help fuel the rebound in activity. These signs included a surging stock market, near-record amount of private-equity capital available for investment, and increased optimism that the worst of the economic downturn and financial crisis had passed. While the economic outlook remains uncertain, we sense a more positive tone and outlook among our clients and an increased willingness to entertain and consider acquisition opportunities. These factors have contributed to the recent uptick in the $1 billion-plus transactions announced over the past month several months, a trend that has continued into January. We continue to believe that there is significant momentum as we start the new year, which should continue well into 2010. For 2010, we believe:

The current near-term outlook should continue to improve amid a more favorable economic outlook and the rebound in equity prices. This increased optimism and improved environment will likely drive a rebound in announced M&A activity in 2010.

Strategic buyers can no longer rely on cost cutting to drive growth and will need to consider acquisitions to drive expected top-and bottom-line growth.

Strategic buyers – public companies with high stock prices, clean balance sheets, and stable cash flows have the ability to take advantage of the market turmoil to make opportunistic transactions. (Xerox, Cisco, Disney, Tyco, etc).

Private equity will continue to experience lower deal activity as the credit markets remain extremely tight. However, there is an estimated $400 billion of uncommitted capital still available when credit markets eventually open up.

The amount of hostile deal activity will continue to increase as activist shareholders and hedge funds target underperforming companies.

The number and volume of bankruptcy and distressed transactions will likely remain at or near record levels. Valuation levels appear to be stabilizing, having declined sharply over the past two years.

GLOBAL M&A HIGHLIGHTS For December, the number of announced global transactions totaled 2,923, a modest decline of 11.2%

compared with the corresponding period last year. However, the total disclosed dollar volume for the month was $228.5 billion, a gain of 47.9% compared with

the corresponding period last year. Global M&A activity turned in its second-highest monthly dollar volume total since July 2008 and has

exceeded $200 billion in three of the past four months (averaging $205 billion) after averaging just $150 billion.

For all of 2009, the total number of transactions declined 14.1% compared with the prior-year period. All five regions were down, ranging from an 8.7% decline for Europe to a 25.7% decline for Latin America.

In December, the total number of announced middle-market transactions declined a modest 10.3% compared with the corresponding period last year, driven by a nearly 20% decline in Europe.

However, there was a 21.4% increase in the total announced dollar volume compared with the corresponding period last year, as all five regions reported sizable increases.

As is the case with the overall market, all regions ended the full year down solidly compared with 2008. Overall, the total year-to-date number of middle-market transactions declined 17.3% compared with the corresponding period last year, with three of the five regions showing declines in excess of 25%.

The full-year middle-market disclosed dollar volume also ended significantly below the 2008 totals. The dollar volume of $759 billion was 30.5% below the 2008 total.

U.S. M&A HIGHLIGHTS U.S. M&A activity for December showed continued improvement as announced U.S. M&A activity totaled 831 transactions, a decline of just 2.6% compared with the corresponding period last year. This was the third-highest monthly total for the year and well above the monthly average of 756 transactions.

Commentary (cont'd)


Commentary (cont'd)

The dollar volume of transactions totaled $117.0 billion, the highest monthly total since July 2008. This total was significantly higher than the $35.8 billion last year, and nearly double the monthly average of $66.6 billion. The increase in dollar volume reflected a sizable increase in the number of large transactions.

Middle-market activity for the month was also relatively strong, despite a modest 4.6% decline compared with the prior-year period. There were 372 disclosed middle-market transactions, compared with the monthly average of 334. Middle-market dollar volume rose 29.8%, to $24.1 billion, and was significantly higher than the monthly average of $18.8 billion.

For the full year, the total number of U.S. transactions was 9,054, a decline of 20.3% and the lowest total since 2003. Despite a sharp increase in the last three months, the full-year dollar volume totaled just $880.1 billion, also the lowest total since 2003.

Full-year middle-market totals were down 15.4% for transactions and 34.9% for dollar volume. Average deal size for the month was $300.8 million, raising the full-year average to $212 million, compared

with $220.5 million for 2008 and $355 for 2007. For the month, there were just 88 U.S. related private-equity transactions, more than 25% below the year-ago

period and also well below the monthly average of 112. The dollar value of $8.0 billion was more than 50% above the comparable period last year, although it was

still less than the trailing-12-month average of $10.8 billion. The computer and electronics sector remained the most active sector for private-equity investors, with 336

announced transactions for the year. This total was more than the next two sectors combined — healthcare (157 deals) and professional services (156 deals). These three industries alone represented approximately 50% of the total.

Private companies have continued to take advantage of the market turmoil and increased their acquisition activity relative to the other market participants. Private companies now represent 47.3% of acquirers, up from 38.3% in 2008. Private companies also continue to account for the majority (61.7%) of all transaction targets, although their share has declined from 2008.

Overall EBITDA multiples continue to decline, reflecting the slowdown in the economy and reduced competition between strategic buyers and private-equity firms. For the overall market, the valuation multiple has declined to 7.9x EBITDA, compared with 9.3x for 2008. In the middle market, the multiple has declined from 8.2x EBITDA in 2008 to 7.1x EBITDA.

EUROPEAN M&A HIGHLIGHTS European M&A activity for December was not quite as robust as in the United States.

The total number of announced deals for the month was 877, a 24.1% decline compared with the corresponding period last year and well below the trailing-12-month monthly average of 1,213.

The total dollar volume for the month jumped to $88.7 billion, an increase of 23.7% compared with the corresponding period last year and significantly above the trailing-12-month monthly average of $64.7 billion.

European middle-market activity was just 380 announced deals, down 18.1% compared with the corresponding period last year, while the dollar volume of $30.9 billion represented a 28.4% increase.

The median enterprise value/EBITDA multiple for all European transactions continues to decline, coming in at 6.6x for the LTM period, down from 9.4x for all of 2008 and 11.0x for 2007.

For middle-market deals over the past 12 months, the median enterprise value/EBITDA multiple has declined to 6.6x, from 8.6x EBITDA for 2008.

Global Activity


Global Activity Regional Transactions

Global M&A activity finally appears to be turning the corner. For December, the number of announced global transactions totaled 2,923, a modest decline of 11.2%

compared with the corresponding period last year. However, the total disclosed dollar volume for the month was $228.5 billion, a gain of 47.9% compared

with the corresponding period last year. Global M&A activity turned in its second-highest monthly dollar volume total since July 2008 and has

exceeded $200 billion in three of the past four months (averaging $205 billion) after averaging just $150 billion.

For all of 2009, the total number of transactions declined 14.1% compared with the prior-year period. All five regions were down, ranging from an 8.7% decline for Europe to a 25.7% decline for Latin America.

The dollar volume for 2009 declined 24.9% compared with the prior-year period. Although Africa/Middle East and Asia-Pacific both showed an increase compared with 2008, large double digit declines in both Europe and North America resulted in an overall decline for the year.

Global M&A Activity Detail

Source: Dealogic and William Blair & Company, L.L.C. Mergers and Acquisitions market analysis.

2007 2008 2009% Change '09 vs. '08 2007 2008 2009

% Change '09 vs. '08

DECEMBERNorth America 965 832 813 (2.3%) $119,392 $29,711 $104,327 251.1%Latin America 83 82 94 14.6% $8,797 $8,651 $8,947 3.4%Europe 1,191 1,002 737 (26.4%) $142,050 $55,785 $49,771 (10.8%)Africa / Middle East 73 56 74 32.1% $20,850 $3,656 $5,409 48.0%Asia Pacific 1,364 1,318 1,205 (8.6%) $61,177 $56,774 $60,090 5.8%TOTAL 3,676 3,290 2,923 (11.2%) $352,266 $154,576 $228,544 47.9%

YTDNorth America 12,446 10,700 8,579 (19.8%) $1,615,983 $947,947 $763,383 (19.5%)Latin America 1,211 1,074 798 (25.7%) $93,621 $103,598 $85,788 (17.2%)Europe 13,324 13,976 12,764 (8.7%) $1,797,105 $1,043,002 $540,449 (48.2%)Africa / Middle East 774 993 753 (24.2%) $107,227 $55,132 $62,463 13.3%Asia Pacific 14,274 14,204 12,285 (13.5%) $658,840 $544,175 $571,790 5.1%TOTAL 42,029 40,947 35,179 (14.1%) $4,272,777 $2,693,854 $2,023,873 (24.9%)

LTMNorth America 12,446 10,700 8,579 (19.8%) $1,615,983 $947,947 $763,383 (19.5%)Latin America 1,211 1,074 798 (25.7%) $93,621 $103,598 $85,788 (17.2%)Europe 13,324 13,976 12,764 (8.7%) $1,797,105 $1,043,002 $540,449 (48.2%)Africa / Middle East 774 993 753 (24.2%) $107,227 $55,132 $62,463 13.3%Asia Pacific 14,274 14,204 12,285 (13.5%) $658,840 $544,175 $571,790 5.1%TOTAL 42,029 40,947 35,179 (14.1%) $4,272,777 $2,693,854 $2,023,873 (24.9%)

NUMBER OF DEALS DEAL VALUE

Global Activity (cont'd)


Global Activity (cont'd) Middle-Market Regional Transactions

In December, the total number of announced middle-market transactions declined a modest 10.3% compared with the corresponding period last year, driven by a nearly 20% decline in Europe.

However, there was a 21.4% increase in the total announced dollar volume compared with the corresponding period last year, as all five regions reported sizable increases.

As is the case with the overall market, all regions ended the full year down solidly compared with 2008. Overall, the total year-to-date number of transactions declined 17.3% compared with the corresponding

period last year, with three of the five regions showing declines in excess of 25%. The full-year disclosed dollar volume also ended significantly below the 2008 totals. The dollar volume

of $759 billion was 30.5% below the 2008 total. Latin America fared the best, experiencing a modest decline of just 1.9%, while Europe continues to struggle, ending the year down 48.1% compared with 2008.

Global Middle-Market M&A Activity Detail


2007 2008 2009% Change '09 vs. '08 2007 2008 2009


DECEMBERNorth America 357 401 375 (6.5%) $29,747 $17,015 $18,914 11.2%Latin America 40 48 44 (8.3%) $4,984 $2,866 $3,018 5.3%Europe 504 383 307 (19.8%) $46,538 $19,116 $23,190 21.3%Africa / Middle East 36 33 37 12.1% $2,560 $2,251 $3,220 43.1%Asia Pacific 1,093 1,016 925 (9.0%) $38,375 $28,366 $36,135 27.4%TOTAL 2,030 1,881 1,688 (10.3%) $122,204 $69,614 $84,477 21.4%

YTDNorth America 4,204 4,626 3,967 (14.2%) $387,458 $284,832 $201,455 (29.3%)Latin America 644 552 406 (26.4%) $56,063 $36,704 $36,005 (1.9%)Europe 5,562 5,394 3,967 (26.5%) $496,273 $401,436 $208,421 (48.1%)Africa / Middle East 502 553 412 (25.5%) $43,693 $36,533 $24,159 (33.9%)Asia Pacific 10,937 10,624 9,242 (13.0%) $393,639 $332,594 $289,222 (13.0%)TOTAL 21,849 21,749 17,994 (17.3%) $1,377,126 $1,092,098 $759,263 (30.5%)

LTMNorth America 4,204 4,626 3,967 (14.2%) $387,458 $284,832 $201,455 (29.3%)Latin America 644 552 406 (26.4%) $56,063 $36,704 $36,005 (1.9%)Europe 5,562 5,394 3,967 (26.5%) $496,273 $401,436 $208,421 (48.1%)Africa / Middle East 502 553 412 (25.5%) $43,693 $36,533 $24,159 (33.9%)Asia Pacific 10,937 10,624 9,242 (13.0%) $393,639 $332,594 $289,222 (13.0%)TOTAL 21,849 21,749 17,994 (17.3%) $1,377,126 $1,092,098 $759,263 (30.5%)


Global Activity (cont'd)


Global Activity (cont'd) Annual Transactions

Global M&A Activity

Number of Deals

1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009

>$750M 405 563 645 340 296 293 439 580 800 1,024 600 401 Middle Market 11,859 12,932 15,897 13,015 12,421 11,947 13,789 16,795 18,891 21,851 21,750 17,995 Undisclosed 10,634 13,806 14,249 13,292 12,214 10,574 11,679 13,554 16,544 19,194 18,661 16,831

Deal Value $2,222 $3,060 $3,032 $1,572 $1,239 $1,356 $1,945 $2,755 $3,633 $4,273 $2,694 $2,024


Undisclosed Middle Market Deal Value>$750M

22,898

27,301 30,791

26,64724,931

22,81425,907

30,929

36,235

42,06941,011

35,227

$0

$500

$1,000

$1,500

$2,000

$2,500

$3,000

$3,500

$4,000

$4,500

0

5,000

10,000

15,000

20,000

25,000

30,000

35,000

40,000

45,000

Deal Value($ in billions)Number of Deals

U.S. M&A Activity


U.S. M&A Activity Transaction Detail

Announced U.S. M&A activity in December totaled 831 transactions, a decline of just 2.6% compared with the corresponding period last year, although it was the third-highest monthly total for the year and well above the monthly average of 756 transactions.

The dollar volume of transactions totaled $117.0 billion, the highest monthly total since July 2008. This total was significantly higher than the $35.8 billion last year, and nearly double the monthly average of $66.6 billion.

Middle-market activity for the month was also relatively strong, despite a modest 4.6% decline compared with the prior-year period. There were 372 disclosed middle-market transactions, compared with the monthly average of 334. Middle-market dollar volume rose 29.8%, to $24.1 billion, and was significantly higher than the monthly average of $18.8 billion.

For the full year, the total number of U.S. transactions was 9,054, a decline of 20.3% and the lowest total since 2003. Despite a sharp increase in the last three months, the full-year dollar volume totaled just $880.1 billion, also the lowest total since 2003.

Full-year middle-market totals were down 15.4% for transactions and 34.9% for dollar volume.

U.S. M&A Activity Detail


2007 2008 2009% Chg.

'09 vs. '08 2007 2008 2009% Chg.

'09 vs. '08

DECEMBER< $50M 220 302 271 (10.3%) $3,483 $4,402 $3,272 (25.7%)$50M-$250M 106 72 75 4.2% $12,683 $8,195 $9,191 12.2%$250M-$750M 49 16 26 62.5% $21,742 $5,949 $11,612 95.2%Total Middle-Market 375 390 372 (4.6%) $37,908 $18,546 $24,076 29.8%Monthly Average 368 392 334 (14.7%) $39,055 $31,281 $18,844 (39.8%)> 750M 40 11 17 54.5% $104,573 $17,302 $92,949 437.2%Undisclosed 608 452 442 (2.2%) – – – –Total Deals 1,023 853 831 (2.6%) $142,481 $35,848 $117,025 226.5%Monthly Average 1,075 961 756 (21.3%) $147,913 $99,548 $66,577 (33.1%)

YTD< $50M 2,522 3,099 2,970 (4.2%) $41,163 $45,247 $37,021 (18.2%)$50M-$250M 1,328 1,193 756 (36.6%) $153,975 $133,971 $85,943 (35.8%)$250M-$750M 626 423 264 (37.6%) $269,783 $176,786 $108,697 (38.5%)Total Middle-Market 4,476 4,715 3,990 (15.4%) $464,922 $356,004 $231,661 (34.9%)> 750M 462 230 157 (31.7%) $1,288,675 $731,941 $648,443 (11.4%)Undisclosed 8,271 6,415 4,907 (23.5%) – – – –Total Deals 13,209 11,360 9,054 (20.3%) $1,753,597 $1,087,945 $880,104 (19.1%)

LTM< $50M 2,522 3,099 2,970 (4.2%) $41,163 $45,247 $37,021 (18.2%)$50M-$250M 1,328 1,193 756 (36.6%) $153,975 $133,971 $85,943 (35.8%)$250M-$750M 626 423 264 (37.6%) $269,783 $176,786 $108,697 (38.5%)Total Middle-Market 4,476 4,715 3,990 (15.4%) $464,922 $356,004 $231,661 (34.9%)> 750M 462 230 157 (31.7%) $1,288,675 $731,941 $648,443 (11.4%)Undisclosed 8,271 6,415 4,907 (23.5%) – – – –Total Deals 13,209 11,360 9,054 (20.3%) $1,753,597 $1,087,945 $880,104 (19.1%)


U.S. M&A Activity (cont'd)


U.S. M&A Activity (cont'd) Annual Activity

U.S. M&A Activity

Number of Deals

1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009

>$750M 265 252 327 190 128 146 233 281 364 462 230 157 Middle Market 6,399 5,351 6,791 4,624 4,019 4,237 4,533 4,465 4,522 4,476 4,715 3,990 Undisclosed 6,435 7,127 5,675 5,277 4,801 4,408 5,163 5,329 7,471 8,271 6,415 4,907

Deal Value $1,583 $1,719 $1,608 $871 $569 $688 $995 $1,300 $1,657 $1,754 $1,088 $880


U.S. Middle-Market M&A Activity

Number of Deals

1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009

$250-750M 429 527 514 298 291 315 409 427 535 626 423 264 $50-250M 1,446 1,426 1,588 1,010 897 1,071 1,226 1,276 1,294 1,328 1,193 756 <$50M 4,524 3,398 4,689 3,316 2,831 2,851 2,898 2,762 2,693 2,522 3,099 2,970

Deal Value $403 $441 $463 $280 $259 $293 $354 $366 $419 $465 $356 $232

Source: Dealogic and William Blair & Company, L.L.C. Mergers and Acquisitions market analysis. .


13,099 12,730 12,793

10,0918,948 8,791

9,929 10,075

12,35713,209

11,360

9,054

$0

$600

$1,200

$1,800

$2,400

0

5,000

10,000

15,000

Deal Value($ in billions)

Number of Deals

<$50M $50-250M Deal Value$250-750M

6,399

5,351

6,791

4,6244,019 4,237

4,533 4,4654,522

4,4764,715

3,990

$0

$100

$200

$300

$400

$500

$600

0

1,000

2,000

3,000

4,000

5,000

6,000

7,000


Number of Deals



U.S. M&A Activity (cont'd) Valuation Multiples

Overall, acquisition multiples as measured by enterprise value/EBITDA remain well below their 2008 levels, reflecting the uncertain economic outlook, reduced corporate profits, tight credit markets, volatile equity markets, and reduced competition between strategic and financial buyers.

The one-week and four-week acquisition premiums paid for public companies have reached their highest levels in more than a decade. However, given the recent sharp rebound in equity prices, we believe that these premiums will likely begin to trend lower.

U.S. EV/EBITDA Valuation Multiples(1)

Middle Market 9.2x 8.0x 7.4x 6.9x 8.2x 7.4x 8.5x 10.6x 9.6x 9.2x 8.2x 7.1x Overall Market 9.6x 8.5x 7.8x 7.3x 8.0x 8.0x 9.0x 10.4x 10.3x 10.4x 9.3x 7.9x

(1) Effective with the July 2009 issue, we revised our parameters to exclude transactions in the financial institutions sector. All periods have been recalculated and the current results are not comparable to those published prior to July 2009.


U.S. EV/EBITDA Middle-Market Valuation Multiples(1)

< $50M 8.0x 7.8x 7.0x 6.0x 7.2x 8.3x 8.0x 7.9x 10.2x 7.8x 6.0x 5.3x $50M-$250M 9.9x 8.1x 7.4x 7.8x 7.7x 6.7x 8.2x 11.1x 9.0x 9.3x 10.6x 7.7x $250M-$750M 10.9x 8.5x 8.0x 7.2x 9.6x 7.9x 9.1x 11.2x 9.5x 9.3x 10.1x 8.1x

(1) Effective with the July 2009 issue, we revised our parameters to exclude transactions in the financial institutions sector. All periods have been recalculated and the current results are not comparable to those published prior to July 2009.


Median Acquisition Premiums

1-Week Premium 38.4% 38.9% 41.2% 47.1% 45.0% 35.3% 26.4% 32.1% 27.6% 29.4% 38.0% 46.0% 4-Week Premium 42.3% 47.0% 49.0% 52.8% 47.5% 41.8% 29.8% 36.0% 30.4% 31.5% 43.0% 55.8%


3.0x

6.0x

9.0x

12.0x

1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009

Middle Market Overall Market

3.0x

6.0x

9.0x

12.0x

1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009

< $50M $50M-$250M $250M-$750M

20.0%

40.0%

60.0%

1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009

1-Week Premium 4-Week Premium



U.S. M&A Activity (cont'd) Private-Equity Transaction Analysis

For the month, there were just 88 U.S. related private-equity transactions, more than 25% below the year-ago period and also well below the monthly average of 112.

The dollar value of $8.0 billion was more than 50% above the comparable period last year although it was still less than the trailing-12-month average of $10.8 billion.

For the full year, there were a total of 1,318 announced transactions, 29.4% less than the corresponding period last year. The dollar volume has experienced an even more dramatic decline, down 37.3% year-to-date compared with the corresponding period last year, and down a staggering 79.4% compared with 2007.

U.S. Private-Equity Activity Detail


U.S. Private-Equity Activity

Number of Deals

1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009

>$750M 24 32 29 21 26 34 74 92 119 161 50 35 Middle Market 367 548 775 558 618 715 1,015 989 1,093 884 829 680 Undisclosed 327 493 510 488 481 635 795 1,008 1,221 1,454 989 603 Deal Value $93 $130 $134 $87 $98 $133 $252 $332 $578 $646 $213 $133


2007 2008 2009% Chg.

'09 vs. '08 2007 2008 2009% Chg.

'09 vs. '08DECEMBERMiddle-Market 76 61 52 (14.8%) $11,325 $3,837 $5,718 49.0%Monthly Average 74 70 57 (18.4%) $11,821 $8,130 $4,487 (44.8%)> 750M 16 1 1 0.0% $35,710 $1,300 $2,314 78.0%Undisclosed 90 57 35 (38.6%) – – – –Total Deals 182 119 88 (26.1%) $47,034 $5,137 $8,032 56.4%Monthly Average 207 161 112 (30.1%) $54,807 $21,204 $10,865 (48.8%)

YTDMiddle-Market 884 829 680 (18.0%) $138,848 $90,070 $55,725 (38.1%)> 750M 161 50 35 (30.0%) $507,607 $122,484 $77,550 (36.7%)Undisclosed 1,454 989 603 (39.0%) – – – –Total Deals 2,499 1,868 1,318 (29.4%) $646,455 $212,553 $133,275 (37.3%)

LTMMiddle-Market 884 829 680 (18.0%) $138,848 $90,070 $55,725 (38.1%)> 750M 161 50 35 (30.0%) $507,607 $122,484 $77,550 (36.7%)Undisclosed 1,454 989 603 (39.0%) – – – –Total Deals 2,499 1,868 1,318 (29.4%) $646,455 $212,553 $133,275 (37.3%)



7181,073

1,3141,067 1,125

1,384

1,8842,089

2,433 2,499

1,868

1,318

$0

$100

$200

$300

$400

$500

$600

$700

0

500

1,000

1,500

2,000

2,500




U.S. M&A Activity (cont'd) Private-Equity Transaction Analysis (cont’d)

Just two industries registered an increase in the year-over-year number of transactions, while nine posted an increase in dollar volume.

The computer and electronics sector remained the most active sector for private-equity investors, with 336 announced transactions for the year. This total was more than the next two sectors combined — healthcare (157 deals) and professional services (156 deals). These three industries alone represented approximately 50% of the total.

Based on dollar volume, the finance sector was the most active, with $30.8 billion in announced dollar volume, accounting for almost 25% of the total. Computers and electronics ended second at $27.8 billion, with healthcare a distant third.

Private Equity Activity by Target Sector


2006 2007 2008 2009 2006 2007 2008 2009

Aerospace 17 19 11 6 $4,947 $7,769 $2,555 $1,050Agribusiness 9 7 7 5 – $75 $150 $202Auto/Truck 57 55 46 38 $5,266 $19,588 $746 $1,239Chemicals 61 83 55 29 $14,190 $18,936 $5,357 $1,042Computers & Electronics 495 413 390 336 $56,671 $44,054 $22,953 $27,821Construction/Building 92 85 77 42 $10,229 $15,784 $3,788 $796Consumer Products 94 139 68 32 $9,911 $15,922 $5,947 $2,685Defense 3 7 4 1 $410 $905 $25 $214Dining & Lodging 49 50 30 16 $19,024 $39,553 $3,710 $1,014Finance 83 129 97 70 $20,757 $77,639 $33,303 $30,823Food & Beverage 64 58 55 32 $9,952 $16,277 $8,380 $7,988Forestry & Paper 23 28 14 5 $5,136 $7,474 $750 $15Government 2 4 2 – $8 – $8 –Healthcare 243 231 180 157 $81,642 $48,230 $15,431 $14,199Holding Companies 18 25 16 5 $4,172 $6,801 $1,857 $65Insurance 41 60 42 22 $4,775 $13,572 $3,106 $3,617Leisure & Recreation 38 41 27 30 $33,925 $7,484 $2,212 $6,703Machinery 70 81 53 32 $5,374 $4,762 $1,791 $2,107Metal & Steel 61 58 45 25 $8,124 $6,999 $3,027 $689Mining 11 15 11 5 $1,673 $2,630 $911 $14Oil & Gas 74 59 62 38 $12,584 $19,089 $8,193 $4,186Professional Services 327 350 248 156 $29,768 $41,555 $16,103 $5,117Publishing 79 76 35 39 $8,921 $7,247 $1,431 $2,194Real Estate/Property 38 43 45 20 $77,603 $46,515 $4,937 $3,831Retail 73 95 66 48 $37,620 $27,329 $4,527 $4,125Telecommunications 150 118 68 58 $64,281 $66,592 $37,522 $5,427Textile 26 28 17 5 $825 $6,130 $1,206 $228Transportation 73 85 55 29 $20,877 $14,720 $3,230 $1,099Utility & Energy 62 57 42 37 $29,494 $62,827 $19,397 $4,784

TOTAL 2,433 2,499 1,868 1,318 $578,157 $646,455 $212,553 $133,275

NUMBER OF DEALS DOLLAR VOLUME



U.S. M&A Activity (cont'd) Transaction Breakdown

Private companies have continued to take advantage of the market turmoil and increased their acquisition activity relative to the other market participants. Private companies now represent 47.3% of acquirers, up from 38.3% in 2008. This increase has come primarily at the expense of public companies, although private-equity firms and foreign acquirers have also seen their share of the total decline compared with 2008 results.

Private companies continue to account for the majority (61.7%) of all transaction targets, although their share has declined modestly from 2008. Both private-equity exits and public companies have also seen a decline as a percent of the total, while the divestiture activity has increased dramatically over the past two years.

U.S. Middle-Market M&A Activity by Acquirer(1)

Private 16.6% 23.1% 32.7% 28.3% 29.4% 32.4% 29.2% 27.7% 37.3% 38.9% 38.3% 47.3% Public 71.5% 59.6% 46.5% 48.9% 46.8% 43.6% 44.7% 40.3% 32.1% 30.2% 30.2% 24.9% Private Equity 5.0% 7.9% 8.9% 8.1% 10.4% 13.8% 15.2% 17.5% 16.9% 15.7% 13.6% 11.6% Foreign 6.9% 9.4% 11.9% 14.7% 13.5% 10.2% 11.0% 14.5% 13.7% 15.2% 17.9% 16.2%

(1) As of January 2009, we have adjusted the data to include transactions with no disclosed value, rather than just middle-market deals Source: Dealogic and William Blair & Company, L.L.C. Mergers and Acquisitions market analysis.

U.S. Middle-Market M&A Activity by Target(1)

Private 59.3% 61.4% 63.9% 49.6% 48.9% 42.9% 52.4% 64.1% 67.3% 69.4% 64.6% 61.7% Public 7.1% 9.4% 8.8% 7.4% 6.2% 6.2% 4.2% 3.9% 3.3% 3.7% 4.4% 4.1% Private Equity 1.0% 1.3% 2.1% 3.4% 3.8% 5.3% 6.5% 6.8% 5.6% 5.6% 4.4% 3.7% Divestiture 32.7% 28.0% 25.1% 39.6% 41.1% 45.6% 37.0% 25.2% 23.8% 21.4% 26.6% 30.6%

(1) As of January 2009, we have adjusted the data to include transactions with no disclosed value, rather than just middle-market deals Source: Dealogic and William Blair & Company, L.L.C. Mergers and Acquisitions market analysis.

0.0%

25.0%

50.0%

75.0%

1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009

Percent of Deals Private Public Private Equity Foreign

0.0%

25.0%

50.0%

75.0%

1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009

Percent Deals Private Public Private Equity Divestiture



U.S. M&A Activity (cont'd) Transaction Breakdown (cont’d)

Distressed U.S. M&A Activity

Number of Deals

1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009

>$750M 2 5 1 10 10 13 13 2 2 5 10 17 Middle Market 23 37 25 101 232 247 134 26 22 33 47 164 Undisclosed 10 24 16 52 83 71 47 15 23 36 52 190

Deal Value $7.6 $16.5 $4.0 $31.6 $49.6 $46.1 $30.4 $8.8 $6.0 $18.7 $40.8 $73.7


U.S. Take Private Transaction Activity

Number of Deals

1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009

>750M 7 3 8 3 2 4 3 12 15 34 41 6 5 Middle Market 50 48 73 62 63 54 74 33 28 44 46 26 42

Deal Value $19.3 $12.1 $29.4 $14.1 $7.3 $10.1 $10.8 $33.2 $55.1 $240.8 $274.6 $11.4 $16.9



3566

42

163

325 331

194

43 47

74109

371

$0

$20

$40

$60

$80

$100

0

50

100

150

200

250

300

350

400


Middle Market >750M Deal Value

5751

81

65 65

58

77

45 43

78

87

32

47

$0

$50

$100

$150

$200

$250

$300

0

30

60

90




U.S. M&A Activity (cont'd) Industry Breakdown

For the overall market, just 1 (healthcare) of the 14 industry sectors we track showed an increase in the year-over-year number of deals. In terms of dollar volume, just 4 segments experienced a year-over-year increase, while just 4 of the 14 segments (an improvement from 11 just three months ago) ended down in excess of 50% compared with 2008.

In the middle market, the picture is similar, where just three industries saw an increased number of transactions compared with last year. In terms of dollar volume, just one industry saw an increase in dollar volume, while four ended down more than 50% (compared with six two months ago).

Transaction Activity by Target Sector


TRANSACTIONS Mid-Mkt Total Mid-Mkt Total Mid-Mkt Total Mid-Mkt TotalBusiness Services 362 1,711 344 1,750 361 1,298 330 1,027Computers & Electronics 701 1,800 619 1,731 726 1,671 823 1,640Construction/Building 82 407 79 398 73 312 45 202Consumer Products 74 291 111 455 81 236 50 152Consumer Services 240 695 177 667 151 422 158 349Energy & Power 290 684 306 729 394 706 335 613Financial 279 889 271 1,007 254 771 179 664Food & Beverage 57 214 41 203 47 172 36 123Healthcare 431 963 350 935 439 881 521 926Industrial Products 114 499 118 499 129 419 95 267Materials 162 533 188 647 219 575 172 408Real Estate/Property 280 548 240 560 201 425 137 263Telecommunications 217 489 159 451 161 342 142 299Transportation 69 222 57 250 56 197 29 107Other 60 223 60 223 65 179 26 103TOTAL 3,418 10,168 3,120 10,505 3,357 8,606 3,078 7,143

$ VOLUME (B)Business Services $25,528 $61,236 $26,028 $91,436 $19,402 $31,466 $12,158 $19,124Computers & Electronics $43,862 $115,675 $42,451 $119,923 $29,288 $74,732 $24,097 $71,662Construction/Building $8,588 $31,685 $7,630 $45,398 $5,464 $8,666 $2,492 $5,787Consumer Products $7,311 $17,554 $7,514 $29,011 $5,148 $21,282 $1,839 $7,226Consumer Services $27,212 $130,605 $21,491 $85,664 $11,385 $24,311 $10,968 $26,960Energy & Power $34,314 $160,323 $44,072 $210,626 $44,402 $102,001 $27,291 $95,353Financial $32,248 $174,809 $33,110 $210,613 $24,786 $145,561 $16,957 $92,264Food & Beverage $7,773 $11,854 $4,444 $30,007 $4,114 $98,723 $2,922 $19,578Healthcare $35,561 $177,872 $32,385 $140,861 $28,167 $137,719 $25,203 $173,852Industrial Products $9,712 $25,278 $14,064 $45,482 $9,371 $11,321 $5,916 $17,956Materials $19,482 $90,651 $23,026 $100,655 $14,998 $58,662 $8,612 $22,462Real Estate/Property $32,163 $164,892 $36,752 $139,495 $21,167 $33,404 $8,763 $12,388Telecommunications $18,185 $204,510 $18,633 $83,260 $10,345 $82,439 $11,179 $75,902Transportation $7,626 $22,135 $8,938 $31,248 $5,010 $11,726 $1,802 $37,716Other $4,622 $9,219 $5,419 $18,720 $5,670 $6,492 $1,245 $3,795TOTAL $314,187 $1,398,297 $325,958 $1,382,401 $238,717 $848,505 $161,444 $682,026

ENT. VALUE/ EBITDA Business Services 11.8x 12.1x 11.2x 13.3x 8.9x 10.8x 10.9x 10.9xComputers & Electronics 14.6x 15.1x 14.7x 15.3x 13.5x 13.3x 11.5x 11.9xConstruction/Building 8.7x 10.7x 8.8x 10.2x 4.9x 6.4x NA NAConsumer Products 11.0x 10.4x 10.1x 11.7x NA 10.9x 9.8x 9.8xConsumer Services 12.4x 13.0x 11.2x 13.4x 10.9x 11.3x 10.6x 10.5xEnergy & Power 11.9x 11.7x 8.0x 9.9x 12.1x 12.9x 8.6x 8.8xFinancial 10.6x 10.4x 10.2x 10.8x 9.5x 9.5x 8.7x 8.7xFood & Beverage 7.7x 7.6x 16.0x 16.7x 4.9x 13.5x 9.2x 9.2xHealthcare 12.8x 14.9x 10.9x 13.9x 12.9x 16.7x 10.2x 9.9xIndustrial Products 9.1x 11.6x 13.3x 11.6x 11.9x 11.9x 9.2x 11.4xMaterials 9.5x 10.7x 9.7x 9.9x 10.7x 12.1x 6.4x 6.4xReal Estate/Property 11.4x 16.1x 12.1x 14.2x 20.0x 17.4x 5.7x 5.7xTelecommunications 13.1x 13.9x 13.3x 13.7x 18.0x 12.5x 11.0x 11.0xTransportation 13.4x 13.2x 11.5x 12.4x NA 7.5x 8.0x 8.0x

20092006 2007 2008



U.S. M&A Activity (cont'd) Cross-Border Transaction Analysis

Total U.S. cross-border activity and middle-market cross-border activity continue to decline moderately from prior levels.

For the overall market, the LTM transaction breakdown is about 60%/40% in favor of outbound transactions, similar to the totals for all of 2006 and 2007.

In the middle market, the LTM transaction breakdown favors the outbound transactions 60% to 40%. For middle-market and undisclosed transactions, the most actively targeted U.S. industries by foreign

buyers are computers/electronics, healthcare, and professional services. The most active foreign buyers making acquisitions in the United States remain the same: Canada, the

United Kingdom, and Japan. The top industries outside the United States targeted by U.S. buyers remain the same:

computer/electronics, professional services, and healthcare. The top country targeted by U.S. buyers was Canada, followed by the United Kingdom and China.

U.S. Middle-Market Cross-Border M&A by Number of Deals

Number of Deals

1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009

Inbound Middle Market 383 469 684 572 442 365 434 526 517 615 735 547 Undisclosed 297 398 397 449 409 257 357 527 751 828 672 491 Value $37.2 $46.8 $65.2 $38.5 $30.2 $24.3 $39.9 $44.2 $57.0 $65.8 $50.2 $37.8 Outbound Middle Market 757 844 871 676 557 525 699 748 817 1,070 1,094 700 Undisclosed 946 1,002 1,056 772 562 493 621 673 798 1,018 1,053 717 Value $55.6 $77.5 $71.7 $49.3 $36.2 $39.0 $59.4 $61.2 $71.7 $105.1 $91.4 $48.4


Outbound Inbound Outbound Deal ValueInbound Deal Value

1,7031,846 1,927

1,448

1,1191,018

1,3201,421

1,615

2,088 2,147

1,417

680 8671,081 1,021

851

622791

1,0531,268

1,443 1,407

1,038

$0

$20

$40

$60

$80

$100

$120

0

500

1,000

1,500

2,000

2,500




U.S. M&A Activity (cont'd) Cross-Border Transaction Analysis (cont’d)

U.S. Cross-Border M&A — Number of Transactions

U.S. Cross-Border M&A — Transaction Value

U.S. Cross-Border M&A Transactions — 2009

U.S. Cross-Border M&A Transactions — 2008

2007 2008 2009 2007 2008 2009 2007 2008 2009Middle Market 615 735 547 1,070 1,094 700 1,685 1,829 1,247 > $750M 93 53 23 64 38 25 157 91 48 Undisclosed 828 672 491 1,018 1,053 717 1,846 1,725 1,208 Total 1,536 1,460 1,061 2,152 2,185 1,442 3,688 3,645 2,503

TOTALINBOUND OUTBOUND

2007 2008 2009 2007 2008 2009 2007 2008 2009Middle Market $65,770 $50,248 $37,778 $105,149 $91,406 $48,392 $170,919 $141,654 $86,171> $750M $297,322 $233,161 $51,215 $149,044 $86,460 $66,391 $446,366 $319,621 $117,607Undisclosed – – – – – – – – –Total $363,093 $283,409 $88,994 $254,193 $177,865 $114,783 $617,286 $461,275 $203,777

TOTALINBOUND OUTBOUND

Target Industry Deals Acquiror Country Deals Target Industry Deals Acquiror Country DealsComputers & Electronics 191 Canada 289 Computers & Electronics 279 Canada 247Healthcare 139 United Kingdom 151 Professional Services 172 United Kingdom 179Professional Services 90 Japan 82 Healthcare 121 China 120Mining 88 Australia 77 Mining 88 Germany 83Oil & Gas 85 Switzerland 44 Finance 85 Japan 76

OUTBOUND from U.S.INBOUND to U.S.

Target Industry Deals Acquiror Country Deals Target Industry Deals Acquiror Country DealsComputers & Electronics 262 Canada 382 Computers & Electronics 417 Canada 304Healthcare 145 United Kingdom 184 Professional Services 229 United Kingdom 267Professional Services 140 Australia 88 Finance 158 China 213Mining 109 Japan 80 Healthcare 122 Japan 163Oil & Gas 103 Germany 74 Real Estate/Property 102 India 141

INBOUND to U.S. OUTBOUND from U.S.

U.S. Financing Markets


U.S. Financing Markets Debt Capital Markets

The average debt multiple for LBO loans continues to decline, with total debt/EBITDA for transactions by companies below $50 million of EBITDA currently at 3.4x, down from 4.4x at the beginning of the year and 5.3x at the beginning of 2008.

For companies with more than $50 million in EBITDA, the leverage multiples have ticked up slightly, and now stand at 4.8x total debt and 3.9x senior debt. This compares with total debt of 4.0x and senior debt of 3.4x at the beginning of the year.

The average total equity contribution for all transactions was 50.6% for all transactions, which is at the top end of the historical range.

Average Pro Forma Adjusted Credit Statistics of Middle-Market LBO Loans (Issuers with EBITDA of Less Than $50M)

(1) Total Equity equals common, preferred and rollover equity. Source: S&P’s Leveraged Lending Review.

Average Pro Forma Adjusted Credit Statistics of Middle-Market LBO Loans (Issuers with EBITDA of More Than $50M)

Source: S&P’s Leveraged Lending Review.

3.8x 4.0x3.6x

3.5x3.9x

4.1x4.4x

5.0x 4.9x5.3x

4.4x3.4x

3.1x 3.2x3.0x

3.3x 3.4x

2.4x

3.9x

4.4x4.8x

4.6x

3.3x3.1x

2.0x

3.0x

4.0x

5.0x

6.0x

7.0x

2.0x

3.0x

4.0x

5.0x

6.0x

7.0x

1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009

Total Debt/EBITDA Senior Debt/EBITDA

4.9x

4.1x3.9x

3.8x

4.5x5.0x

4.6x

5.7x 5.6x

5.8x

4.0x

4.8x

3.7x

3.2x 3.3x

2.8x 2.8x 2.9x3.2x

4.4x

5.2x

5.8x

3.4x3.9x

2.0x

3.0x

4.0x

5.0x

6.0x

7.0x

2.0x

3.0x

4.0x

5.0x

6.0x

7.0x

1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009

Total Debt/EBITDA Senior Debt/EBITDA

U.S. Financing Markets (Cont'd)


U.S. Financing Markets (Cont'd)

Average Total Equity Contribution For LBO Transactions

1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009

(1) 2009 data represents all transactions as there were too few transactions to segment by size. The comparable number in 2008 for all transactions was 42.6%

Total Equity equals common, preferred and rollover equity. Source: S&P’s Leveraged Lending Review.

28.9% 29.9%34.2%

36.1% 36.3%

40.8% 37.9% 39.7%35.4%

37.0%34.2%

45.3%

50.6%

25.2% 26.8%30.0% 29.6%

31.0%

36.7%32.4% 31.5% 29.9%

31.5% 32.3%

41.5%

0.0%

10.0%

20.0%

30.0%

40.0%

50.0%

60.0%

Less than $50 million EBITDA More than $50 million EBITDA

(1)

U.S. Financing Markets (cont'd)


U.S. Financing Markets (cont'd) Equity Capital Markets

IPO Pricings by Sector — Last 4 Quarters: 45 Total Deals

IPO Filings by Sector — Last 4 Quarters: 72 Total Deals


IPO Backlog(1)

Pricings 19 12 4 4 3 2 4 4 2 1 0 0 1 0 0 1 1 2 3 2 0 3 8 12 10 4 0

Filings 16 16 15 3 8 10 16 9 10 6 3 0 3 3 2 0 0 1 0 3 6 9 9 14 13 15 1

Withdrawn 16 8 12 9 7 4 5 5 1 5 6 12 8 11 2 3 4 8 2 2 2 2 1 3 5 4 0

(1) Backlog defined as IPOs filed or revised within the last 180 days, excluding SPACs, REITs and Rule 144A Offerings. Source: Dealogic and William Blair & Company, L.L.C. Mergers and Acquisitions market analysis.

Q1 20092

Q2 20097

Q3 200910

Q4 200926

Technology 19

Industrial11

Financial Services

8

Consumer10

Other (Utility/ Energy/Gas)

5

Healthcare13

Business Services

6

Q1 20092 Q2 2009

4

Q3 200924

Q4 200942

Technology12

Consumer8

Business Services

3

Industrial9

Healthcare7

Financial Services

3

Other3

124

117 116

10190

8069

5858

63 6155

47

4434

2113 11

9 717

2639

4652

63 65

0

5

10

15

20

0

20

40

60

80

100

120

140

11/0

7

12/0

7

01/0

8

02/0

8

03/0

8

04/0

8

05/0

8

06/0

8

07/0

8

08/0

8

09/0

8

10/0

8

11/0

8

12/0

8

01/0

9

02/0

9

03/0

9

04/0

9

05/0

9

06/0

9

07/0

9

08/0

9

09/0

9

10/0

9

11/0

9

12/0

9

01/1

0

Number of Deals Backlog Pricings Filings Withdrawn

European M&A Activity


European M&A Activity Transaction Detail

European M&A activity has not rebounded quite as much as it has in the United States. The total number of announced deals for the month was 877, a 24.1% decline compared with the

corresponding period last year, and well below the trailing-12-month monthly average of 1,213. The total dollar volume for the month jumped to $88.7 billion, an increase of 23.7% compared with the

corresponding period last year and significantly above the trailing-12-month monthly average of $64.7 billion.

European middle-market activity was just 380 announced deals, down 18.1% compared with the corresponding period last year, while the dollar volume of $30.9 billion represented a 28.4% increase.

European M&A Activity Detail


2007 2008 2009% Change '09 vs. '08 2007 2008 2009


DECEMBER< $50M 347 355 253 (28.7%) $5,234 $4,583 $3,793 (17.2%)$50M-$250M 173 86 88 2.3% $20,783 $10,323 $9,851 (4.6%)$250M-$750M 79 23 39 69.6% $33,029 $9,199 $17,304 88.1%Total Middle-Market 599 464 380 (18.1%) $59,046 $24,104 $30,949 28.4%Monthly Average 545 553 406 (26.5%) $50,220 $43,889 $22,399 (49.0%)> 750M 55 19 22 15.8% $136,192 $47,623 $57,785 21.3%Undisclosed 720 672 475 (29.3%) – – – –Total Deals 1,374 1,155 877 (24.1%) $195,238 $71,727 $88,734 23.7%Monthly Average 1,259 1,361 1,213 (10.9%) $189,083 $124,315 $64,711 (47.9%)

YTD< $50M 3,991 4,367 3,580 (18.0%) $60,254 $57,842 $39,244 (32.2%)$50M-$250M 1,848 1,557 903 (42.0%) $213,614 $182,745 $102,471 (43.9%)$250M-$750M 789 577 309 (46.4%) $335,200 $251,139 $133,919 (46.7%)Total Middle-Market 6,628 6,501 4,792 (26.3%) $609,068 $491,725 $275,634 (43.9%)> 750M 538 337 186 (44.8%) $1,677,931 $876,550 $517,898 (40.9%)Undisclosed 8,266 9,279 9,300 0.2% – – – –Total Deals 15,432 16,117 14,278 (11.4%) $2,286,999 $1,368,275 $793,532 (42.0%)

LTM< $50M 3,991 4,367 3,580 (18.0%) $60,254 $57,842 $39,244 (32.2%)$50M-$250M 1,848 1,557 903 (42.0%) $213,614 $182,745 $102,471 (43.9%)$250M-$750M 789 577 309 (46.4%) $335,200 $251,139 $133,919 (46.7%)Total Middle-Market 6,628 6,501 4,792 (26.3%) $609,068 $491,725 $275,634 (43.9%)> 750M 538 337 186 (44.8%) $1,677,931 $876,550 $517,898 (40.9%)Undisclosed 8,266 9,279 9,300 0.2% – – – –Total Deals 15,432 16,117 14,278 (11.4%) $2,286,999 $1,368,275 $793,532 (42.0%)


European M&A Activity (cont'd)


European M&A Activity (cont'd) Annual Activity

European M&A Activity

Number of Deals

1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009

>$750M 163 300 355 163 172 149 199 288 391 538 337 186 Middle Market 4,143 5,406 6,580 5,720 5,143 4,651 4,929 5,927 6,215 6,628 6,501 4,792 Undisclosed 4,042 6,051 7,792 7,235 6,170 5,215 5,488 6,591 7,117 8,266 9,279 9,300 Deal Value $772 $1,499 $1,535 $679 $638 $625 $842 $1,221 $1,702 $2,287 $1,368 $794


European Middle-Market M&A Activity

Number of Deals

1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009

$250-750M 279 377 441 306 294 290 398 492 625 789 577 309 $50-250M 863 1,093 1,202 894 870 928 1,155 1,388 1,568 1,848 1,557 903 <$50M 3,001 3,936 4,937 4,520 3,979 3,433 3,376 4,047 4,022 3,991 4,367 3,586 Deal Value $251 $339 $384 $275 $265 $267 $349 $420 $506 $609 $491 $276



8,348

11,757

14,72713,118

11,48510,015 10,616

12,80613,723

15,43216,117

14,278

$0

$600

$1,200

$1,800

$2,400

0

5,000

10,000

15,000

20,000


<$50M $50-250M Deal Value$250-750M

4,143

5,406

6,580

5,7205,143

4,651 4,929

5,9276,215

6,628 6,501

4,798

$0

$200

$400

$600

$800

0

1,000

2,000

3,000

4,000

5,000

6,000

7,000

8,000




European M&A Activity (cont'd) Valuation Multiples

The median enterprise value/EBITDA multiple for all European transactions continues to decline, coming in at 6.6x for the year, down from 9.4x for all of 2008 and 11.0x for 2007.

For middle-market deals over the past 12 months, the median enterprise value/EBITDA multiple has declined to 6.6x, from 8.6x for 2008.

One-week and four-week acquisition premiums, recently at record levels, have begun to decline as a result of the sharp rebound in equity valuations.

European EV/EBITDA Valuation Multiples

Middle Market 9.9x 8.8x 8.7x 8.6x 8.3x 8.6x 8.7x 9.7x 10.3x 10.0x 8.6x 6.6x Overall Market 10.2x 9.0x 8.9x 8.9x 8.5x 8.7x 8.8x 10.1x 11.0x 11.0x 9.4x 6.6x


European EV/EBITDA Middle-Market Valuation Multiples

Size < $50M 8.9x 8.2x 7.8x 7.9x 7.3x 7.8x 7.9x 8.2x 10.0x 8.9x 7.2x 7.2x $50M-$250M 10.2x 8.8x 9.9x 9.4x 9.2x 8.7x 9.2x 10.5x 10.5x 11.6x 8.0x 6.4x $250M-$750M 12.4x 10.9x 9.3x 9.4x 10.8x 10.3x 9.6x 11.8x 11.6x 9.7x 11.4x 6.6x


European Middle-Market Median Acquisition Premiums

1-Week Premium 23.1% 23.6% 26.4% 23.3% 23.5% 17.0% 17.1% 15.9% 14.4% 19.0% 29.2% 22.1%

4-Week Premium 31.1% 30.0% 32.4% 26.3% 23.7% 21.8% 19.2% 20.8% 17.5% 22.5% 30.6% 27.1%


0.0x

5.0x

10.0x

15.0x

1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009

Middle Market Overall Market

0.0x

5.0x

10.0x

15.0x

1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009

< $50M $50M-$250M $250M-$750M

0.0%

10.0%

20.0%

30.0%

40.0%

1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009

1-Week Premium 4-Week Premium



European M&A Activity (cont'd) Private-Equity Transaction Analysis

European private-equity activity is down substantially, mirroring the activity in the United States. For the month, there were just 85 announced private-equity transactions, well below the 100

transactions in the corresponding period last year. For the full year, the number of transactions declined 39.4% to its lowest annual total since 1999.

The dollar volume for the month was $9.8 billion, bringing the full-year total to $114 billion. This was a 43.6% decline from the 2008 total and was the lowest amount since 2002.

European Private-Equity Activity

Number of Deals

1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009

>$750M 12 22 29 21 31 38 61 90 102 150 70 35 Middle Market 440 572 794 753 730 723 845 985 900 972 791 493 Undisclosed 228 391 578 605 537 625 701 1,066 1,142 1,246 1,041 624

Deal Value $46 $76 $94 $76 $96 $132 $215 $281 $353 $446 $202 $114


Average Total Equity Contribution

1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009

(1) Total Equity equals common, preferred and rollover equity. Source: S&P’s Leveraged Lending Review.

Average Debt Multiples of LBO Loans

1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009

Left Column – less than €50 million EBITDA Right Column – more than €50 million EBITDA

Source: S&P’s Leveraged Lending Review.

668985

1,401 1,379 1,298 1,3861,607

2,141 2,144 2,3681,902

1,152

$0

$200

$400

$600

$800

0

500

1,000

1,500

2,000

2,500

Number of Deals Undisclosed Middle Market >$750M Deal Value

29.6%35.9% 35.9% 37.4% 37.6% 38.6% 37.3% 35.9% 33.7% 33.7% 33.6%

44.7%53.1%

0.0%

10.0%

20.0%

30.0%

40.0%

50.0%

60.0%

4.3x 3.6x 3.5x 3.4x 3.4x 3.6x 4.2x 4.4x 4.9x3.9x 3.4x

0.4x0.6x 0.7x 0.6x 0.7x

1.1x0.7x

1.2x1.0x

1.2x0.6x

4.7x4.2x 4.2x 4.0x 4.1x

4.7x 4.9x5.6x 5.9x

5.1x

4.0x

3.5x 3.6x 3.6x 3.4x 3.6x 3.7x4.5x 4.7x

5.6x4.2x

3.2x

1.2x 0.8x 0.7x 1.0x 0.9x 1.1x1.0x 1.1x

1.0x

1.1x1.3x

4.7x 4.4x 4.3x 4.4x 4.5x 4.8x5.5x 5.8x

6.6x

5.3x4.5x

0.0x

1.0x

2.0x

3.0x

4.0x

5.0x

6.0x

7.0x Senior Debt/EBITDA Non-Senior Debt/EBITDA

Emerging Markets M&A Activity


Emerging Markets M&A Activity

Latin American M&A Activity

Number of Deals

1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009

>$750M 16 17 34 9 13 9 13 13 30 33 36 33 Middle Market 364 425 388 311 200 289 329 310 440 666 596 447 Undisclosed 245 412 327 298 236 222 234 242 415 563 520 391

Deal Value $71 $76 $94 $48 $38 $30 $59 $48 $130 $106 $111 $103


Asian M&A Activity

Number of Deals

1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009

>$750M 26 58 73 51 50 47 86 105 158 196 137 124 Middle Market 1,555 2,521 3,429 3,247 3,778 3,588 5,058 7,149 9,052 11,563 11,318 9,822 Undisclosed 946 1,410 1,993 1,854 2,030 1,640 1,930 2,602 3,064 3,660 3,995 3,313

Deal Value $122 $305 $389 $254 $199 $226 $398 $523 $673 $832 $680 $655



625

854749

618

449520 576 565

885

1,2621,152

871

$0

$20

$40

$60

$80

$100

$120

$140

0

250

500

750

1,000

1,250

1,500Number of Deals



2,5273,989

5,495 5,1525,858

5,275

7,074

9,856

12,274

15,419 15,450

13,259

$0

$100

$200

$300

$400

$500

$600

$700

$800

$900

0

2,000

4,000

6,000

8,000

10,000

12,000

14,000

16,000Number of Deals


Select William Blair & Company Transactions


Select William Blair & Company Transactions

CLOSE DATE BLAIR CLIENT CLIENT DESCRIPTION TRANSACTION DESCRIPTION

DEAL VALUE

12/29/09* PharmaForce, Inc.

U.S.-based specialty injectable pharmaceutical company offering a fully-integrated complement of sterile manufacturing, development, and marketing capabilities.

Sale to Luitpold Pharmaceuticals, a Daiichi-Sankyo group company based in Shirley, NY, that manufactures and distributes over 65 pharmaceutical products.

ND

12/18/09 AMR Research, Inc. A leading independent market research and advisory firm serving the global supply chain organization and the related IT ecosystem that supports it.

Sale to Gartner, Inc. $63.0

12/14/09* Monterey Gourmet Foods, Inc.

Production, distribution, and marketing of refrigerated gourmet food products.

Sale to Pulmuone U.S.A., Inc.

$45.8

12/2/09* Dutko Worldwide Holdings, Inc., (Lake Capital)

Multidisciplinary government affairs, strategy, and management consulting company.

Sale to Huntsworth plc, a global public relations and healthcare communications group based in London.

$54.3

11/30/09 Ellicott Dredges Enterprises, LLC

Largest North American manufacturer of dredges and the world leader in the production of mid-sized portable cutter suction dredges.

Markel Ventures, which owns and manages the investment activities of Markel Corporation, a publicly traded insurance company that markets and underwrites specialty insurance products and programs to a variety of niche markets.

ND

10/26/09 Ellerbe Becket, Inc. An internationally recognized provider of architecture, engineering, and interior-design services.

Sale to AECOM Technology Corp. ND

9/28/09 Auctionpay, Inc. (Appian Ventures, Maveron Equity Partners)

Leading provider of fully integrated payment processing and software solutions that improve and enhance fundraising activities for nonprofit organizations and schools.

Sale to Global Payments, Inc., a provider of electronic payments transaction processing services.

ND

9/24/09* EBEWE Pharma Ges.m.b.H. Nfg.KG

Austrian pharmaceutical company. Sale of company’s specialty generic injectables business to Sandoz, the generic pharmaceutical division of Novartis.

$1,300.00

9/10/09 Temcor, Inc. (Solis Capital Partners)

Aluminum geodesic domes design and manufacturing.

Sale to CST Industries, Inc., the leading provider of steel tanks for water and wastewater storage and treatment. The company is owned by The Sterling Group.

ND

9/01/09 Vcommerce Corporation SaaS enterprise e-commerce solutions for online retail.

Sale to Channel Intelligence, a performance marketing and services company and partner company of Internet Capital Group and Aweida Capital Management.

ND

8/27/09* Schulerhilfe GmbH

The leading provider of private tutoring services to the German and Austrian primary and secondary education markets.

Sale of Schulerhilfe GmbH, a subsidiary of Educate, Inc., to Paragon Partners GmbH, a Munich-based private-equity firm.

ND

8/21/09 Crownline Boats, Inc. Engages in the manufacture, marketing and distribution of boats.

Sale to Leisure Properties, LLC. ND

8/13/09* LEWA GmbH (Deutsche Beteiligungs AG and Quadriga Capital)

A global leader in the development, design, manufacture, and service of technologically advanced, highly engineered process and metering pumps and systems.

Sale to Nikkiso Co., Ltd, a publicly listed company on the Tokyo Stock Exchange, and which operates through four business units: Fluid Technologies, Industrial Solutions, Composite Technologies, and Medical Equipment.

ND

8/10/09 Maximum Performance Group

Manufactures a line of remote HVAC and lighting controllers under the eMAC and uMAC brand names.

Sale of Lime Energy Company subsidiary to ELUTIONS, Inc., a provider of wireless enterprise automation solutions that help companies improve their asset performance, energy usage, and workforce productivity.

ND

* Represents cross-border transaction. ND – Transaction value not disclosed.

Select William Blair & Company Transactions (cont'd)




DEAL VALUE

8/07/09* Emerisque Capital Limited and S. Kumars Nationwide Limited

Emerisque is a London-based private-equity firm and SKNL is an Indian textile company listed on the Mumbai Stock Exchange that manufactures and distributes tailored and ready-to-wear men’s and women’s apparel.

Acquisition of substantially all of the assets of Chicago-based apparel manufacturer Hartmarx Corporation pursuant to §363 of the United States Bankruptcy Code.

$125.0

7/24/09 Waterworks, Inc. (Berkshire Partners)

Designer, marketer and retailer of high-end bath fixtures, fittings and furnishings, operating 15 showrooms in affluent markets across the United States.

Sale to investment firm Design Investors, LLC pursuant to a §363 sale.

ND

5/20/09 Robbins Bros. Corporation Chain of engagement ring stores in the United States.

Sale of Robbins Bros. Jewelry, Inc. & Spence Diamonds, Inc. jewelry store chains.

ND

4/11/09 American Corrective Counseling Services, Inc.

Provider of outsourced educational diversion programs in the U.S.

Sale to Levine Leichtman Capital Partners, a middle market private equity firm.

$26.3

3/26/09 Filtrona plc (Filtrona Extrusion Holding Companies)

One of the largest extruders of thermoplastic profile, tube and sheet in North America.

Divestiture of its North American profile, tube and sheet extrusion business (“Filtrona Extrusion”) to private equity firm Saw Mill Capital Partners, L.P. and Management.

$115.0

3/23/09 FCA Inc. Supplies high value-added, industrial heavy-duty packaging and related supply chain services.

Sale to Ancor Capital Partners and Prairie Capital Partners.

ND

3/18/09* The Cambridge Group Business strategy consulting firm hired by Fortune 1000 companies to design and implement growth strategies.

Sale to The Nielsen Company, a global information and media company with leading market positions in marketing and consumer information, television and other media measurement.

ND

3/16/09 Allscripts’ Medication Services Group

Provides point-of-care medication management and medical supply services and solutions.

Sale to A-S Medication Solutions, a national provider of managed care solutions.

$26.0

3/12/09* Pivotal Research Centers Contract research organization with extensive experience in multiple therapeutic areas.

Sale of Pivotal Research Centers, a subsidiary of Pioneer Behavioral Health (AMEX: PHC) to Premier Research Group, Limited, a privately-held contract research organization based in the United Kingdom.

ND

3/06/09 ExtruMed, LLC (Inverness Graham Investments, L.P.; Wedbush Capital Partners, L.P.)

Precision thermoplastic medical tubing manufacturer.

Sale to Vesta, Inc. which provides products to the OEM medical device industry and is a portfolio company of Roundtable Healthcare Partners.

ND

2/27/09* Photo Therapeutics, Limited

Aesthetic dermatological devices. Sale to PhotoMedex, Inc. a provider of a wide range of medical products and services.

$13.3

2/09/09 Payformance Corporation Healthcare IT. Sale to ABS Capital Partners. ND

1/30/09 Saleen, Inc. Manufacturer of high-performance niche automobiles and aftermarket parts.

Sale to Cyltec LLC, a manufacturer of automotive parts.

ND

1/23/09 Niman Ranch Producer of all-natural fresh beef, pork, and lamb, as well as prepared foods.

Sale to Natural Food Holdings. ND

1/22/09 Xactly Corporation Leading software-as-a-service (SaaS) provider of on-demand sales compensation solutions.

Acquisition of Centive, Inc, a provider of on-demand sales compensation solutions.

ND

1/18/09* ICON Medical Imaging Medical Imaging CRO. Sale to ICON PLC, a clinical research organization.

ND

12/31/08 Gateway Ethanol Ethanol plant production. Sale to DIP lender Dougherty Funding, LLC. $63.0

* Represents cross-border transactions. ND – Transaction value not disclosed.





DEAL VALUE

12/22/08 Pensar Electronic Solutions, LLC

Provider of low-to-medium volume, high mix (broad line of relatively shorter run SKUs) outsourced electronic solutions across a diverse range of end markets.

Sale to LaBarge, Inc. a contract manufacturer of electronic, electromechanical, and interconnect systems.

$45.0

12/19/08* Sorex Holdings Ltd. (Indigo Capital LLP)

Independent manufacturer and supplier of a broad range of chemical and non-chemical pest-control systems.

Sale to BASF SE, the world’s leading chemical company.

ND

12/15/08* TDX Group Limited (Blenheim Chalcot)

Multinational provider of proprietary, analytics-based arrears management solutions for defaulted consumer debt.

Sale to private equity firm Investcorp Technology Partners.

$110.2

11/20/08 Francisco Partners Global private-equity firm focused exclusively on investments in technology companies.

Acquisition of API Software, Inc. which develops labor cost management applications for hospitals and health systems.

ND

11/18/08* Stainton Metal Company Limited (NVM Private Equity)

Designer, manufacturer and supplier of an extensive Range of galvanized and stainless-steel support structures.

Sale to Valmont Industries, Inc., a global designer and manufacturer of poles and towers, irrigation equipment and commercial tubing.

ND

11/14/08 Chockstone, Inc. Loyalty card provider and marketing services.

Sale to Heartland Payments Systems, Inc., a provider of credit/debit/prepaid card processing, payroll, check management, and payments solutions.

ND

11/06/08 The J.M. Smucker Company Manufactures and markets branded food products.

Acquisition of Folgers Coffee Company from Procter & Gamble.

$3,425.0

11/05/08 Molex Incorporated Manufactures and sells electronic components.

Purchase of related party stockholdings. $26.7

10/31/08 TMG Health, Inc. (SCP Partners NewSpring Capital)

Business process outsourcing services firm providing a variety of administrative services to the Medicare and Medicaid health plan markets.

Sale to Health Care Service Corporation, the largest customer-owned health insurer in the United States and the fourth-largest health insurer in the country overall.

ND

10/24/08 IntelliTax (a division of TRE Financial) (Platform Partners)

Tax software company. Sale to CCH Small Firm Services, a leading global information services and publishing company.

ND

10/17/08* EBEWE Pharma Ges.m.b.H Nfg.KG.

International pharmaceutical company. Acquisition of Liba Laboratuarlari Anonim Sirketi, a distributor of pharmaceutical products for a number of leading international companies within Turkey.

ND

10/16/08 Coria Laboratories, Ltd. Pharmaceutical company specializing in research, development and marketing of dermatology products.

Sale to specialty pharmaceutical company Valeant Pharmaceuticals International.

$95.0

10/08/08 CBOT Metals Complex (a division of CME Group)

Commodities Exchange. Sale to securities exchange NYSE Euronext. ND

10/06/08 Wm. Wrigley Jr. Company Chewing gum company. Sale to Mars, Inc. & Berkshire Hathaway. $23,100.0

* Represents cross-border transactions. ND – Transaction value not disclosed.

William Blair & Company Corporate Finance Contact List


William Blair & Company Corporate Finance Contact List

Brent Gledhill Global Head of Corporate Finance +1.312.364.5475 [email protected]

Mark Brady Global Head of M&A +1.312.364.8853 [email protected]

Brent Felitto Head of North America Corporate Finance +1.312.364.8013 [email protected]

Matt Gooch Head of European Banking +44 20 7868 4478 U.S. voicemail: [email protected]

Business Services Commercial & Industrial Consumer & Retail

Scott Patterson Group Head +1.312.364.8821 [email protected]

Brett Paschke +1.312.364.8657 [email protected]

Britt Trukenbrod +1.312.364.8840 [email protected]

Laura Van Peenan +1.312.364.8543 [email protected]

Mark Brady Group Head +1.312.364.8853 [email protected]

Shay Brokemond +1.312.364.8920 [email protected]

Kelley Drake +1.312.364.8936 [email protected]

Paul Hindsley +1.312.364.8576 [email protected]

Kelly J. Martin +1.312.364.8832 [email protected]

Phil Reitz +1.312.364.8688 [email protected]

Brent Smith +1.312.364.5392 [email protected]

Sam Tinaglia +1.312.364.8086 [email protected]

Mark Brady Group Head +1.312.364.8853 [email protected]

James Bertram +1.312.364.5426 [email protected]

Shay Brokemond +1.312.364.8920 [email protected]

Tim Carroll +1.312.364.8532 [email protected]

Paul Hindsley +1.312.364.8576 [email protected]

Brent Smith +1.312.364.5392 [email protected]

Chris Spahr +1.312.364.8118 [email protected]

Healthcare Technology Financial Services Special Situations & Restructuring

Brent Felitto Group Head +1.312.364.8013 [email protected]

John Kibler +1.312.364.8535 [email protected]

Dewey Martinelli +1.312.364.8085 [email protected]

Marina Bozilenko +1.617.235.7523 [email protected]

Karl Palasz +1.312.364.8932 [email protected]

Brian Scullion, M.D. +1.312.364.8948 [email protected]

Brian Doyle Head of International Healthcare +1.312.364.5388 [email protected]

Rob Metzger Group Head +1.312.364.8517 [email protected]

Dan Connolly +1.312.364.8544 [email protected]

Mark McNay +1.415.986.5596 [email protected]

Daniel Daul +1.312.364.8457 [email protected]

Mark Watt +1.415.248.5910 [email protected]

Rob Metzger Group Head +1.312.364.8517 [email protected]

Michael Gebo +1.212.237.2718 [email protected]

Daniel Daul +1.312.364.8457 [email protected]

J.P. Young +1.312.364.8160 [email protected]

Geoffrey Richards Group Head +1.312.364.5436 [email protected]


Phil Reitz +1.312.364.8688 [email protected]

Jeffrey Knopping +1.312.364.8601 [email protected]

Financial Sponsors Debt Finance Equity Capital Markets M&A Market Analysis

Brandon Lower Group Head +1.212.237.2716 [email protected]

Jonathan Skinner +1.617.235.7522 [email protected]

Anurag Sharma +1.415.248.5912 [email protected]

James Wildman +1.312.364.8076 [email protected]

Charles Watson +1.312.364.8997 [email protected]

Kenton Brown +1.312.364.8952 [email protected]

Christine Kelly +1.312.364.8383 [email protected]

David Morrison +1.312.364.8387 [email protected]

Michael Ward +1.312.364.8529 [email protected]

Tom Trail +1.312.364.8956 [email protected]

Brett Paschke Group Head +1.312.364.8657 [email protected]

Private Placements


Confidential Offerings

Fred Johnson +1.312.364.8211 [email protected]

Scott Patterson +1.312.364.8821 [email protected]

Corporate & Executive Services

Michael Lee +1.312.364.5357 [email protected]

Steven M. Bernard, CFA Director of M&A Market Analysis +1.312.364.8221 [email protected]

Asia

Andy Kaye Head of Asia +86.21.2327.2233 [email protected]

Henry Lu Head of China +86.216.1357288 [email protected]

William Blair & Company Corporate Finance Contact List (cont'd)


William Blair & Company Corporate Finance Contact List (cont'd)

INDUSTRY GROUPS BUSINESS SERVICES

COMMERCIAL & INDUSTRIAL

CONSUMER & RETAIL

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Accounts Receivable Management

Business Process Outsourcing

Consulting Distribution Education Government

Services Information Services Legal Services Marketing and

Advertising Services Parking Services Route-based

Services Staffing Transportation &

Logistics Training and HR

Services

Building Products, Technologies & Automation

Capital Goods Mfg. Contract &

Electronics Mfg. Energy Engineering &

Construction Environmental

Technology & Services

Facility Management & Services

Industrial Distribution

Industrial Products Material Handling Manufacturing

Equipment Metal Fabrication Metal Production,

Processing & Distribution

Paper, Plastic & Packaging

Printing and Imaging Process Controls &

Technology Pumps, Valves &

Filtration Safety Products &

Services Test, Measurement

& Metering Water & Waste

Water

Apparel Branded Consumer

Products Cruise Lines and

Resorts Discount Stores Drugstores E-Commerce Fitness Clubs Food Processing &

Distribution Gaming Hardgoods Home Furnishings Leisure Media Power sports Personal Care Restaurants Specialty Retail Toys & Gaming

Asset Management Brokerage Commercial Finance Consumer Finance Specialty Insurance

and Insurance Services

Trust Services

Aesthetics & Dermatology

Animal Health Biotechnology Contract Research

Organizations Dental Products &

Services Diagnostic Products

& Services Healthcare

Distribution Healthcare IT Healthcare Services Imaging Technology

& Services IT-Enabled Services Medical Devices Payer IT Services Pharmaceutical

Outsourcing Pharmaceuticals Revenue Cycle

Management

Application Software Barcode/Auto

Identification Computer/

Telephony Digital Media E-Commerce

Infrastructure Electronic

Components Electronics

Manufacturing Services

ERP Software Financial

Technology HR Outsourcing IT Services Payroll Services Semiconductor

Capital Equipment Software as a

Service (SAAS) Telecom Equipment Telecom Services Transaction

Processing

OFFICES Chicago

Brent Gledhill +1.312.364.5475

[email protected]

London Matt Gooch

+44.20.7868.4478 U.S. voicemail: 312.364.5425

[email protected]

Shanghai Henry Lu

+86.216.1357288 [email protected]

New York Brandon Lower

+1.212.237.2716 [email protected]

Boston Jonathan Skinner +1.617.235.7522

[email protected]

San Francisco Mark McNay

+1.415.986.5596 [email protected]

Notes


Notes

Disclosures

THIS IS NOT IN ANY SENSE A SOLICITATION OR OFFER OF THE PURCHASE OR SALE OF SECURITIES. THE FACTUAL STATEMENTS HEREIN HAVE BEEN TAKEN FROM SOURCES WE BELIEVE TO BE RELIABLE, BUT SUCH STATEMENTS ARE MADE WITHOUT ANY REPRESENTATION AS TO ACCURACY OR COMPLETENESS OR OTHERWISE. OPINIONS EXPRESSED ARE OUR OWN UNLESS OTHERWISE STATED. FROM TIME TO TIME, WILLIAM BLAIR & COMPANY, L.L.C. OR ITS AFFILIATES MAY BUY AND SELL THE SECURITIES REFERRED TO HEREIN, MAY MAKE A MARKET THEREIN AND MAY HAVE A LONG OR SHORT POSITION THEREIN. PRICES SHOWN ARE APPROXIMATE. THIS MATERIAL HAS BEEN APPROVED FOR DISTRIBUTION IN THE UNITED KINGDOM AND APPROPRIATELY PASSPORTED COUNTRIES BY WILLIAM BLAIR INTERNATIONAL, LIMITED (“WBIL”), REGULATED BY THE FINANCIAL SERVICES AUTHORITY (FSA), AND IS DIRECTED AT, AND IS ONLY MADE AVAILABLE TO, AUTHORIZED PERSONS AND OTHER PERSONS FALLING WITHIN COB 3.2.5(1)(b) OF THE FSA HANDBOOK, AND MAY NOT BE PASSED ON TO PRIVATE CUSTOMERS IN THE UNITED KINGDOM. ANY UNAUTHORIZED USE IS PROHIBITED. “WBIL” IS REGISTERED IN ENGLAND UNDER COMPANY NUMBER 3619027 AND ITS REGISTERED OFFICE IS LOCATED AT 3 ST HELENS

PLACE, LONDON, ENGLAND ECA6AB. “WILLIAM BLAIR & COMPANY” AND ARE REGISTERED TRADEMARKS OF WILLIAM BLAIR & COMPANY, L.L.C. Copyright 2010, William Blair & Company, L.L.C.

January 18, 2010


Disclosures

January 2010

M&A MarketAnalysis

Steven M. Bernard, CFADirector of M&A Market [email protected]

MERGER TRACKER

Monthly Overview of Global Middle-Market M&A Activity

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M&A Activity

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