An Acuris Company. An Acuris Report on Global M&A Activity. December 2017 Monthly M&A Insider. mergermarket.com

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1 An Acuris Company An Acuris Report on Global M&A Activity December 2017 Monthly M&A Insider

2 2 Contents An Acuris Report on Global M&A Activity Contents Global Overview 4 North America 12 Central and South America 19 Europe 26 Middle East and Africa 33 Asia-Pacific (excluding Japan) 40 Japan 47

3 3 Welcome Welcome from Merrill Corporation The Monthly M&A Insider explores the global M&A market with respect to the numbers, movements and trends, as well as revealing the top financial and legal advisors globally and across six regions (North America, Central and South America, Europe, Middle East and Africa, Asia-Pacific and Japan). The slowing pace of global M&A continued in as dealmakers continued to be deterred by global political uncertainty. A total of 1,122 deals worth 146.5bn were announced globally during the month, reflecting a 42.9% drop in value year-overyear (YoY) (1,593 deals, 256.5), with 471 fewer transactions. Cross-border activity also declined globally, with 2017 registering 43.9bn in cross-border deals a 47.4% drop in comparison with the same month in. Domestic deals also tumbled, by 40.7% on, dropping to 102.5bn. As the year s M&A activity looks to be drawing to a slow close, only two regions saw an increase in deal value YoY and deal volumes fell across all regions. Asia (excluding Japan) saw 312 deals worth 62.8bn, while Central and South America saw 32 deals valued at 6.8bn. It comes as no surprise then that Asia-Pacific (excluding Japan) was the strongest regional performer, contributing 42.9% to global deal value (62.8bn), followed by North America, which produced 32% of global deal value (46.9bn) for. Half of the top 10 deals for involved companies in China. One such China-based transaction, s top deal, came from the Real Estate sector the 9bn acquisition of a 14.11% stake in China s Hengda Real Estate Group by a consortium of investors. This deal helped make the Real Estate sector the second highest valued sector in, accounting for 11.8% of market share with just 28 deals valued at 17.3bn. The top performing sector for the quarter was Energy, Mining & Utilities (EMU), despite experiencing a decrease of 60.4% in value with 32 fewer deals than in (131 deals, 82.3bn). EMU executed a total of 99 deals worth 32.6bn, three of which featured in the top 10 deals by value for. The biggest of these was US-based Marathon Petroleum s 8.1bn deal with MPLX. Financial Services came in at a close third with 89 deals valued at 17bn, and one top 10 deal: the sale of a 16.9% stake in Danish mortgage lender Nykredit to a group of Danish pension funds. Private equity activity looks set to be the success story of 2017, with buyouts and exits smashing through values. There have been some 2,828 buyouts worth 455.5bn to an increase of 9.7% in value on full-year, and 2,213 exits worth 464.3bn a 2.2% increase in value versus s total. While s M&A activity has declined both monthly and annually (except private equity), the 2017 value and volume figures are still well ahead of most post-crisis years and should not be judged solely against the blockbuster years of 2014 to. And with a pipeline of big deals such as the merger of health insurer Aetna with US healthcare retailer CVS for 68bn, 2018 is looking brighter. Sincerely, Brian Gilbreath VP Sales, Western Region Brian Gilbreath VP Sales, Western Region, Merrill Corporation

4 4 Global Overview Part of the Acuris Report on Global M&A Activity Global Overview

5 5 Global Overview Global Overview Globally, the year s M&A activity is coming to something of a lackluster close as saw 1,122 M&A deals valued at 146.5bn. This is a drop of 42.9% in value with 471 fewer deals compared to, when 1,593 deals were done to the tune of 256.5bn. The total M&A tally for the year to date is 16,131 deals valued at 2.6tn a drop of 18.7% in value and 13.2% in volume on full-year figures. Asia (excluding Japan) was the strongest performer in, contributing 42.9% to global deal value (62.8bn), followed by North America, which produced 32% of global deal value (46.9bn) for. Three of the top 10 deals for were between companies in China. Compared to the same period in, only two regions witnessed an increase in deal value. Asia (excluding Japan) saw 312 deals worth 62.8bn, while Central and South America saw 32 deals, valued at 6.8bn. Deal volumes fell across all regions. The top sector for was Energy, Mining & Utilities, which produced 99 deals worth 32.6bn, representing a decrease of 60.4% in value with 32 fewer deals than in (131 deals, 82.3bn). The sector achieved first place thanks in part to claiming three of the top 10 deals for. The largest of these was the 8.1bn deal between US-based Marathon Petroleum Corp and midstream energy logistics company MPLX. Real Estate had the second-highest M&A value in, with 28 deals valued at 17.3bn. The largest deal of the month came in this sector: the 9bn acquisition of a 14.11% stake in China s Hengda Real Estate Group by a consortium of investors made up of Shenzhen Amer International, Shandong Highway Group, Ding Xiang Capital, Jiayu Vehicle Accessories Ningxia, Suning Holdings Group, and Guangzhou Yehoo Investment. The third-placed sector was Financial Services, which had 89 deals valued at 17bn, and one top 10 deal: the sale of a 16.9% stake in Danish mortgage lender Nykredit to a group of Danish pension funds that includes PKA, PFA, AP Pension, PensionDanmark, and MP Pension. Private equity (PE) activity was a shining star globally, with buyouts and exits for the year to date exceeding the values of the previous year. There have been 2,828 buyouts worth 455.5bn to date through (compared to 3,011 deals valued at 412.2bn for all of ), and 2,213 exits worth 464.3bn (compared to 2,316 deals valued at 453bn for ). With M&A dealmaking continuing to decline, a major contributor is the decrease in global cross-border activity saw 43.9bn in cross-border deals, representing a 47.4% drop in comparison with the same period in. Domestic deals also took a dive, by 40.7%, compared with, dropping to 102.5bn. Further information Get in touch or read more Kate Jenkinson Aram Hovsepian

6 6 Global Overview 1,122 deals valued at 146.5bn, down 42.9% by value with 471 fewer deals compared to 1,593 deals worth 256.5bn in. Top Financial Advisor Jefferies ranked first with 9 deals worth 11.6bn, up 82.1% in value with 1 more deal compared to 8 deals worth 6.3bn in. Top Sector Energy, Mining & Utilities saw 99 deals valued at 32.6bn, down 60.4% by value with 32 fewer deals compared to 131 deals worth 82.3bn in. Top Legal Advisor Andrews Kurth Kenyon ranked first with 2 deals worth 8.5bn, up 1,303.1% in value with 2 fewer deals compared to 4 deals worth 609m in. Mergermarket.com

7 7 Global Overview Global M&A trend Global private equity trend 4,000 20, ,500 3,500 1, ,000 16, ,000 3, , , ,500 (bn) 2,500 2,000 1,500 1, , YTD ,000 10,000 8,000 6,000 4,000 2,000 0 Number of deals (bn) YTD ,000 1,500 1, Number of deals Q1 value Q3 value Volume Buyout value Buyout volume Q2 value Q4 value Exit value Exit volume

8 8 Global Overview Regional Trends Energy, Mining & Utilities : 32.6bn Number of deals: 99 Market share: 22.3% Asia-Pacific (excluding Japan) 62.8bn 312 deals 42.9% C&S America 6.8bn 34 deals 4.6% Europe 24.6bn 386 deals 16.8% Real Estate : 17.3bn Number of deals: 28 Market share: 11.8% Financial Services : 17bn Number of deals: 89 Market share: 11.6% Technology : 16.2bn Number of deals: 145 Market share: 11.1% Middle East and Africa 1.8bn 26 deals 1.2% North America 46.9bn 333 deals 32% Japan 3.6bn 31 deals 2.5% Consumer : 15.9bn Number of deals: 135 Market share: 10.8% Domestic 102.6bn -40.7% Cross-border 43.9bn -47.4%

9 9 Global Overview Top deals (m) Deal details Advisor details Announcement date Target Bidder Dominant sector Sell-side Buy-side 9,048 6-Nov-17 Hengda Real Estate Group Co Ltd (14.11% stake) 8, Nov-17 MPLX Refining Logistics; and MPLX Fuels Distribution 6,477 6-Nov-17 San Miguel Pure Foods Company Inc (71.79% stake) Shenzhen Amer International Co Ltd; Shandong Highway Group Co Ltd; Ding Xiang Capital; Jiayu Vehicle Accessories Ningxia; Suning Holdings Group; and Guangzhou Yehoo Investment Co Ltd Real Estate FA: Gram Capital MPLX LP Energy, Mining & Utilities FA: Tudor Pickering Holt & Co San Miguel Corporation Consumer FA: - 6,439 3-Nov Technology Inc SJEC Corporation TMT FA: China International Capital Corporation Limited 3, Nov-17 Chengdu Global Century Exhibition & Travel Group Co Ltd 3, Nov-17 Chengdu Global Century Exhibition & Travel Group Co Ltd 3, Nov-17 Sun Art Retail Group Limited (39.29% stake) State Grid Corporation of China Energy, Mining & Utilities FA: - Yunnan Metropolitan Real Estate Development Co Ltd Real Estate FA: - Alibaba Group Holding Ltd Consumer FA: Citi; HSBC; and Somerley Capital Limited LA: Clifford Chance; and Skadden Arps Slate Meagher & Flom 3, Nov-17 Huaibei Mining Co Ltd Anhui Leiming Kehua Co Ltd Energy, Mining & Utilities FA: Guoyuan Securitie 2, Nov-17 Time Inc Meredith Corporation TMT FA: Bank of America Merrill Lynch; and Morgan Stanley LA: Debevoise & Plimpton 1,806 7-Nov-17 Nykredit A/S (16.9% stake) PKA A/S; PFA Pension Forsikrings AS; AP Pension; PensionDanmark A/S; and MP Pension Financial Services FA: Deloitte; and FIH Partners LA: Bech-Bruun; and Kromann Reumert FA: - LA: Zhong Lun Law Firm FA: Jefferies LA: Andrews Kurth Kenyon FA: ING; and Standard Chartered FA: Huatai Securities LA: Commerce and Finance Law Offices FA: Bank of America Merrill Lynch; and Santander Global Corporate Banking LA: Souza Cescon Barrieu & Flesch Advogados; and Veirano Advogados FA: China Merchants Securities LA: DeHeng Law Offices FA: China International Capital LA: Fangda Partners; and Slaughter and May FA: - FA: BDT & Company; and Moelis & Company LA: Cooley (Advising FA: Paul Hastings) FA: SEB LA: Accura; and Bruun & Hjejle

10 10 Global Overview League tables Top 10 Financial Advisors - Ranking Company name Deal count % change 1 16 Jefferies 11, , % 2 6 Bank of America Merrill Lynch 11, , % 3 14 UBS Investment Bank 10, , % 4 17 China International Capital 10, , % 5 61 Tudor, Pickering, Holt & Co 10, ,035.2% 6 5 Morgan Stanley 9, , % 7 35 Gram Capital 9, , % 8 7 Lazard 7, , % 9 13 Rothschild 7, , % Huatai Securities Co 7, ,278.5% Top 10 Financial Advisors - Volume Ranking Company name Deal count Deal count Deal count change 1 16 Jefferies 11, , Bank of America Merrill Lynch 11, , UBS Investment Bank 10, , China International Capital 10, , Tudor, Pickering, Holt & Co 10, Morgan Stanley 9, , Gram Capital 9, , Lazard 7, , Rothschild 7, , Huatai Securities Co 7, Top 10 Legal Advisors - Ranking Company name Deal count % change Andrews Kurth Kenyon 8, ,303.1% 2 16 Kirkland & Ellis 6, , % 3 - Commerce and Finance Law Offices 6, Skadden Arps Slate Meagher & Flom 6, , % 5 7 Freshfields Bruckhaus Deringer 6, , % 6 66 Clifford Chance 6, , % 7 99 Debevoise & Plimpton 4, , % 8 41 Herbert Smith Freehills 4, , % Zhong Lun Law Firm 4, % Souza, Cescon, Barrieu & Flesch Advogados 4, ,080.4% Top 10 Legal Advisors - Volume Ranking Company name Deal count Deal count Deal count change 1 4 Kirkland & Ellis 6, DLA Piper 1, Jones Day 1, Skadden Arps Slate Meagher & Flom 6, Clifford Chance 6, Linklaters 3, CMS 2, Latham & Watkins Freshfields Bruckhaus Deringer 6, Baker McKenzie 1,

11 Reaching the summit is no small feat. 1,000,000,000 PAGES UPLOADED MERRILL DATASITE 41,000 + VIRTUAL DATA ROOM PROJECTS SECURED SINCE 2003 This year, Merrill DataSite reached the 1 billion mark. That s 1 billion pages uploaded to our award-winning virtual data room since Thousands of companies worldwide trust us to securely host their confidential information. Our single platform exists to support your rapidly changing needs. Contact us to see how we can help you with your next transaction. merrillcorp.com 31,000 + M&A TRANSACTIONS SINCE TECHNOLOGY AWARDS IN THE PAST 8 YEARS 14 LANGUAGES SPOKEN Merrill Communications LLC. All rights reserved. FINANCIAL TRANSACTIONS & REPORTING MARKETING & COMMUNICATIONS FOR REGULATED INDUSTRY CUSTOMER CONTENT & COLLABORATION SOLUTIONS

12 12 North America Part of the Acuris Report on Global M&A Activity North America

13 13 North America North America North American M&A activity dropped considerably in 2017 when compared to the same month in. The region saw 333 deals for US and Canadian companies valued at 46.9bn in the region last month, which is 158 fewer deals and a 67.7% decline in value. Split by country, deals in the US contributed 92.2% of North American market share with 293 transactions valued at 43.2bn, while Canada made up the remaining 7.8% with 40 deals, valued at 3.7bn. Through the first 11 months of 2017, there were 5,310 deals for North American targets valued at 1.1tn, which is 679 fewer deals and a 28% drop in value compared with the whole of. The Energy, Mining & Utilities (EMU) sector in North America had the most deal value of any industry in with 16.7bn across 48 deals. This represented 35.6% of the region s M&A value for the month, but was a drop of 76.7% in value and 14 fewer deals compared with the same month in. Two of the top 10 deals were in the sector, including the largest overall when MPLX agreed to acquire MPLX Refining Logistics and MPLX Fuels Distribution from Marathon Petroleum Corporation for 8.1bn. The second-largest transaction for the region in saw media company Meredith Corporation acquire Time Inc. for 2.7bn. However, even with a deal of this size, media did not feature in the top five sectors for the month. Financial Services takes second place among sector rankings, with 39 deals valued at 4.4bn. The largest deal in this sector for the month, making up the lion s share of the sector s monthly value, was the 1.75bn acquisition of global valuation and corporate finance advisor Duff & Phelps by UK PE firm Permira Advisers. The Pharma, Medical & Biotech sector was ranked third in terms of deal value in October with 49 deals valued at 4.3bn. Only one transaction in the sector entered the top 10 deals of the month by value, which was the 954m merger of home health nursing services provider Almost Family and LHC Group, creating the second-largest home health provider in the US. The PE industry slowed in with 82 buyouts at 5.3bn. However, over the first 11 months of the year, the total value of PE buyouts in North America (187.8bn) now exceeds all annual highs since 2007 the aforementioned Permira/Duff & Phelps deal was the biggest buyout of the month. There were 88 PE exits for valued at 10.2bn. Overall, exits for 2017 so far stand at 1,037, the highest disposal volume since In line with the overall drop in North American M&A for the month, inbound and outbound cross-border deals also took a dive yearover-year, with inbound falling by 68.1% and outbound down by 39.4%. Domestic deals tumbled by 67.6% in comparison with. Further information Get in touch or read more Kate Jenkinson Philip Segal

14 14 North America 333 deals valued at 46.9bn, down 67.7% by value with 158 fewer deals compared to 491 deals worth 145.2bn in. Top Financial Advisor Tudor, Pickering, Holt & Co ranked first with 6 deals worth 10.3bn, up 1,035.2% in value with 1 more deal compared to 5 deals worth 907m in. Top Sector Energy, Mining & Utilities saw 48 deals valued at 16.7bn, down 76.7% by value with 14 fewer deals compared to 62 deals worth 69.5bn in. Top Legal Advisor Andrews Kurth Kenyon ranked first with 2 deals worth 8.5bn, up 1,303.1% in value with 2 fewer deals compared to 4 deals worth 609m in. Mergermarket.com

15 15 North America North America M&A trend North America Private equity trend 2,000 7, ,200 1,800 6,000 1, ,000 1,400 5,000 (bn) 1,200 1, ,000 3,000 Number of deals (bn) Number of deals , YTD , YTD Q1 value Q3 value Volume Buyout value Buyout volume Q2 value Q4 value Exit value Exit volume

16 16 North America Regional Trends Energy, Mining & Utilities : 16.7bn Number of deals: 48 Market share: 35.6% US 43.2bn 293 deals 92.2% Canada 3.7bn 40 deals 7.8% Financial Services : 4.5bn Number of deals: 39 Market share: 9.6% Pharma, Medical & Biotech : 4.3bn Number of deals: 49 Market share: 9.2% Technology : 3.9bn Number of deals: 87 Market share: 8.4% Business Services : 3.7bn Number of deals: 69 Market share: 7.8% Domestic 37bn -67.6% Inbound 9.9bn -68.1% Outbound 10bn -39.4%

17 17 North America Top deals (m) Deal details Advisor details Announcement date Target Bidder Dominant sector Sell-side Buy-side 8, Nov-17 MPLX Refining Logistics; and MPLX Fuels Distribution MPLX LP Energy FA: Tudor Pickering Holt & Co 2, Nov-17 Time Inc Meredith Corporation Media FA: Bank of America Merill Lynch; and Morgan Stanley LA: Debevoise & Plimpton 1,750 1-Nov-17 Duff & Phelps Permira Advisers Financial Services FA: Evercore LA: Kirkland & Ellis; Morgan Lewis & Blockius; and Wachtell Lipton Rosen & Katz 1, Nov-17 Centaur Holdings Caesars Entertainment Corporation Leisure FA: Deutsche Bank; and UBS Investment Bank 1, Nov-17 Barracuda Networks Inc Thoma Bravo Computer services FA: Morgan Stanley LA: Wilson Sonsini Goodrich & Rosati 1, Nov-17 Stone Energy Corporation (63.1% stake) 1, Nov-17 Musical.ly Inc Beijing Byte Beating Technology Co Ltd Talos Energy Energy FA: Petrie Partners LA: Akin Gump Strauss Hauer & Feld Internet/eCommerce Nov-17 Big Fish Games Inc Aristocrat Leisure Limited Computer software FA: Raine Group LA: Sidley Austin FA: Simpson Thacher & Bartlett; and Wilson Sonsini Goodrich & Rosati LA: Sullivan & Cromwell Nov-17 Almost Family Inc LHC Group Inc Medical FA: Guggenheim Partners LA: Gibson Dunn & Crutcher (Advising FA: Cravath, Swaine & Moore) Nov-17 AmTrust Financial Services (Service and fee business) (51% stake) Madison Dearborn Partners Financial Services FA: Bank of Merica Merrill Lynch LA: Debevoise & Plimpton FA: Jefferies LA: Andrews Kurth Kenyon FA: BDT & Company; and Moelis & Company LA: Cooley (Advising Debt Provider: Paul Hastings) FA: UBS Investment Bank LA: Skadden Arps Slate Meagher & Flom FA: - LA: Mayer Brown FA: Credit Suisse; Goldman Sachs & Co; and UBS Investment Bank LA: Kirkland & Ellis FA: Citi, and UBS Investment Bank LA: Paul Weiss Rifkind Wharton & Garrison; and Vinson & Elkins FA: - LA: Skadden Arps Slate Meagher & Flom FA: Goldman Sachs & Co; and UBS Investment Bank LA: Covington & Burling FA: Jefferies LA: Alston & Bird (Advising FA: Morgan Lewis & Blockius) FA: - LA: Kirkland & Ellis

18 18 North America League tables Top 10 Financial Advisors - Ranking Company name Deal count % change 1 33 Tudor, Pickering, Holt & Co 10, ,035.2% 2 13 Jefferies 9, , % 3 8 Morgan Stanley 8, , % 4 17 UBS Investment Bank 7, , % 5 4 Bank of America Merrill Lynch 7, , % 6 5 Deutsche Bank 5, , % 7 10 Lazard 4, , % 8 1 Citi 4, , % 9 6 Goldman Sachs & Co 3, , % 10 9 Credit Suisse 3, , % Top 10 Financial Advisors - Volume Ranking Company name Deal count Deal count Deal count change 1 18 Lazard 4, Barclays 1, Houlihan Lokey Lincoln International Morgan Stanley 8, UBS Investment Bank 7, Bank of America Merrill Lynch 7, Deutsche Bank 5, Citi 4, Goldman Sachs & Co 3, Top 10 Legal Advisors - Ranking Company name Deal count % change 1 86 Andrews Kurth Kenyon 8, ,303.1% 2 12 Kirkland & Ellis 6, , % 3 66 Debevoise & Plimpton 4, , % 4 8 Skadden Arps Slate Meagher & Flom 4, , % 5 28 Alston & Bird 3, , % 6 42 Akin Gump Strauss Hauer & Feld 3, , % Cooley 3, ,020.4% 8 30 Morgan Lewis & Bockius 2, , % 9 15 Freshfields Bruckhaus Deringer 2, , % 10 9 Simpson Thacher & Bartlett 2, , % Top 10 Legal Advisors - Volume Ranking Company name Deal count Deal count Deal count change 1 1 Kirkland & Ellis 6, Jones Day 1, Latham & Watkins Skadden Arps Slate Meagher & Flom 4, DLA Piper Simpson Thacher & Bartlett 2, Alston & Bird 3, Morgan Lewis & Bockius 2, Gibson Dunn & Crutcher 2, McGuireWoods

19 19 C&S America Part of the Acuris Report on Global M&A Activity C&S America

20 20 C&S America C&S America The decline of Central and South American M&A activity evident since Q2 continued through. However, while deal numbers remained low, value did enjoy a spike. The region tallied 34 deals worth 6.8bn for the month, 19 fewer deals but a 53.6% increase in value when compared to (53 deals, 4.4bn). Brazil executed the most transactions among the region s individual countries, with 14 deals (seven in the top 10 deals for the month) valued at 4.7bn, making up 69.4% of the region s total deal value for. The region s largest deal was the purchase of a 45.36% stake in Brazil s CPFL Energia by the State Grid Corporation of China for 3.9bn. The next best performing country by value, Peru, contributed 17.6% to market share with three deals worth 1.2bn an increase in volume and value versus the same month in. The second largest deal in the region (which came out of Peru) saw the Latin American and Caribbean businesses of Inkia Energy, a wholly-owned subsidiary of IC Power, acquired for 1.1bn by US global infrastructure investment manager I Squared Capital. Colombia executed two of the top 10 deals this month, in the Energy, Mining & Utilities (EMU) and Transportation sectors, and was the third highest performer this month. The country had a tally of five deals valued at 717m, which accounted for 10.6% of the region s market share. The aforementioned CPFL Energia deal helped to launch EMU into the top sector spot for. Accounting for 86.6% of market share in 2017, there were seven EMU deals valued at 5.9bn, a 200.5% increase in value over the same month in, which saw 10 deals worth 2bn. Industrials & Chemicals offered the next best sector performance, with five deals valued at 342.8m. The largest deal in this sector was the 255m acquisition of Brazil s Vale Cubatao Fertilizantes by Norwegian nitrogen and phosphate producer Yara International ASA. Declining deal value also continues to be evident in the region s PE activity. While the volume of buyouts is now on par with the total for all of at 59 deals, buyout value remains 44% lower at 5bn (versus 9bn for all of ). Annual deal volume has seen a steady decline over the past five years in Central and South America, with cross-border activity particularly affected. In, deal numbers were down for both inbound and outbound deals. However, on a brighter note, the value of inbound deals boomed, Further information with deals worth 6.2bn an improvement Get in touch or read more of 224%. Outbound deals dropped 94.8% to a value of 57m, while domestic deals fell 80.1% to a value of 491.5m. Kate Jenkinson Aleksandra Duda

21 21 C&S America 34 deals valued at 6.8bn, up 53.6% by value with 19 fewer deals compared to 53 deals worth 4.4bn in. Top Financial Advisor Bank of America Merrill Lynch ranked first with 3 deals worth 5.4bn, up 980.6% in value with 2 more deals compared to 1 deal worth 500m in. Top Sector Energy, Mining & Utilities saw 7 deals valued at 5.9bn, up 200.5% by value with 3 fewer deals compared to 10 deals worth 2bn in. Top Legal Advisor Souza, Cescon, Barrieu & Flesch Advogados ranked first with 2 deals worth 4.2bn, up 1,080% in value with 2 fewer deals compared to 4 deals worth 358m in. Mergermarket.com

22 22 C&S America C&S America M&A trend C&S America Private equity trend (bn) Number of deals (bn) Number of deals YTD YTD Q1 value Q3 value Volume Buyout value Buyout volume Q2 value Q4 value Exit value Exit volume

23 23 C&S America Regional Trends Energy, Mining & Utilities : 5.9bn Number of deals: 7 Market share: 86.6% Brazil 4.7bn 14 deals 69.4% Argentina 112.1m 7 deals 1.7% Colombia 717m 5 deals 10.6% Industrials & Chemicals : 342.8m Number of deals: 5 Market share: 5.1% Pharma, Medical & Biotech : 332.9m Number of deals: 4 Market share: 4.9% Transportation : 85.9m Number of deals: 1 Market share: 1.3% Domestic 491.5m -80.1% Inbound 6.3bn -224% Chile 16m 2 deals 0.2% Peru 1.2bn 3 deals 17.6% Dominican Republic 35m 1 deal 0.5% Leisure : 64.4m Number of deals: 2 Market share: 0.9% Outbound 57m -94.8%

24 24 C&S America Top deals (m) Deal details Advisor details Announcement date Target Bidder Dominant sector Sell-side Buy-side 3, Nov-17 CPFL Energia SA (45.36% stake) State Grid Corporation of China 1, Nov-17 Inkia Energy Ltd (Latin American and Caribbean businesses) Nov-17 Gas Natural SA ESP (59.06% stake) Brookfield Infrastructure Partners LP Energy, Mining & Utilities FA: - I Squared Capital Energy, Mining & Utilities FA: Bank of America Merrill Lynch Energy, Mining & Utilities FA: Credit Suisse LA: Posse, Herrera & Ruiz (Advising FA: Alston & Bird) Nov-17 Vale Cubatao Fertilizantes Ltda Yara International ASA Industrials & Chemicals FA: Bank of America Merrill Lynch LA: Souza, Cescon, Barrieu & Flesch Advogados Nov-17 Cremer SA CM Hospitalar SA Pharma, Medical & Biotech Nov-17 Hoegh Grace (49% stake) Hoegh LNG Partners LP Transportation FA: Nov-17 Chery Automobile Co Ltd (Brazil Manufacturing Plant) (50% stake) FA: - Grupo Caoa Industrials & Chemicals FA: Nov-17 Amyris Brasil Ltda Royal DSM NV Pharma, Medical & Biotech Nov-17 Odonto System Planos Odontologicos Ltda Nov-17 Sauipe SA Rio Quente Empreendimentos e Participacoes SA OdontoPrev SA Financial Services FA: - Leisure FA: - LA: Lefosse Advogados FA: - LA: Pinheiro Neto Advogados; and Shearman & Sterling FA: Bank of America Merrill Lynch; and Santander Global Corporate Banking LA: Souza, Cescon, Barrieu & Flesch Advogados; and Veirano Advogados FA: Credit Suisse LA: Norton Rose Fulbright FA: - LA: Baker McKenzie FA: Banco BTG Pactual SA LA: Wikborg Rein & Co FA: - FA: - FA: - FA: Accuracy LA: Latham & Watkins FA: Banco Bradesco BBI SA LA: Mattos Filho, Veiga Filho, Marrey Jr e Quiroga Advogados FA: Cypress LA: Uema do Carmo Advogados

25 25 C&S America League tables Top 13 Financial Advisors - Ranking Company name Deal count % change 1 7 Bank of America Merrill Lynch 5, % 2 11 Santander Global Corporate Banking 3, ,071.4% 3 - Credit Suisse 1, Banco BTG Pactual % 5 - Accuracy Banco Bradesco BBI , % 7 - Cypress Hannam & Partners (Advisory) = - Artica Invest = 1 Citi 0 1 1, % 9= - Morgan Stanley = - Rabobank = 9 UBS Investment Bank % Top 13 Financial Advisors - Volume Ranking Company name Deal count Deal count Deal count change 1 10 Bank of America Merrill Lynch 5, Credit Suisse 1, Banco BTG Pactual Santander Global Corporate Banking 3, Accuracy Banco Bradesco BBI Cypress Hannam & Partners (Advisory) = - Artica Invest = 1 Citi = - Morgan Stanley = - Rabobank = 11 UBS Investment Bank Top 10 Legal Advisors - Top 10 Legal Advisors - Volume Ranking Company name Deal count % change 1 12 Souza, Cescon, Barrieu & Flesch Advogados 4, ,080.4% 2 33 Veirano Advogados 3, ,309.4% 3 54 Norton Rose Fulbright 1, = - Alston & Bird = 32 Baker McKenzie % 4= - Posse, Herrera & Ruiz Wikborg Rein & Co Pinheiro Neto Advogados % 9= - Latham & Watkins = 5 Shearman & Sterling % Ranking Company name Deal count Deal count Deal count change 1 2 Pinheiro Neto Advogados Souza, Cescon, Barrieu & Flesch Advogados 4, Veirano Advogados 3, Norton Rose Fulbright 1, = - Alston & Bird = 6 Baker McKenzie = - Posse, Herrera & Ruiz Wikborg Rein & Co = - Latham & Watkins = 11 Shearman & Sterling

26 26 Europe Part of the Acuris Report on Global M&A Activity Europe

27 27 Europe Europe M&A activity in Europe saw 386 deals raking in a combined 24.6bn in 2017, a clear decline of 71.7% in deal value and 27.1% in count from October, which included the 39bn Hochtief deal (86.9bn, 530 deals). This month saw the lowest total deal value since August (23bn) and the lowest number of deals since September 2012 (369 deals). It is notable that, globally, lacked the megadeals seen in previous months. However, due to robust activity in previous months, 2017 YTD deal value stands at 805.7bn across 6,297 deals, a 17.9% increase by deal value versus last year s figure, despite 291 fewer deals. M&A activity was largely driven by intra- European dealmaking (17.4bn, 332 deals), though the market still took a 26.9% hit by value with 144 fewer deals compared to the same period last year (23.9bn, 476 deals). Investments into Europe by foreign entities reached 7.1bn across 54 deals, thus accounting for 29% of the activity, a decline of 60.9% in deal value and 59% in deal count from the same period last year. The largest deal in Europe this month was Forenet Kredit, Ostifterne, and Industriens Fond s sale of a 16.9% stake in Nykredit, the Danish mortgage provider and bank, which was acquired by a group of Danish pension fund investors for a combined consideration of 1.8bn. The Nykredit deal is one of seven deals which reached the 1bn marker this month, with three slipping below the mark while still making the top 10. Half of the top 10 highest-valued deals in came from the Financial Services sector, representing 35.3% of the total amount of money invested in Europe this month. As a result, the Financial Services sector became the most active sector with a total of 8.7bn invested into it across 36 deals when looking at deal value. Meanwhile, Industrials & Chemicals saw the most deals with 72 deals worth a total 479m. The most active European country for M&A in was the UK with 83 deals worth a combined 5.5bn, making up 22.3% of the total deal value in Europe. However, the deal value decreased by 37.5% and deal count by 25.9% compared to October (8.8bn, 112 deals). Denmark, with 3.9bn invested across 10 deals, ranked second in the top European countries by value. It registered three of the top 10 deals in Europe in, only one of which was ranked top five in Denmark YTD. Yet only one-fifth of the countries in Europe saw deal count increase from the previous month, and the three most active M&A countries in Europe, in terms of deal count, all saw their count decline by double-digit percentages compared to the previous month. Private equity (PE) buyout activity slowed to 3.6bn across 71 deals in, decreasing 68.7% by value from last year s buyout activity (11.6bn; 109 deals) and 66.8% from October this year (11bn, 96 deals). Buyout volume saw a similar decrease from 96 deals in October 2017 and 109 in of last year to its present state of 71 deals. Though PE activity slowed in Europe, the Nordics have seen their stake increase over the past year, now accounting for 17.4% of the total European annual buyout activity, already surpassing last year s deal value figures. Similarly, European PE exits have seen activity reduce to 2.7bn across 63 deals. This month s exits saw a shortfall of around 11bn in deal value compared to both last month and last year, with 11 and 15 fewer deals, respectively. However, as reported by Mergermarket, several IPOs may be in the pipeline for the upcoming period, which could increase even more if more favorable conditions for listing in Europe arise. Further information Get in touch or read more Frederik L. Pedersen

28 28 Europe 386 deals valued at 24.6bn, down 41.6% by value with 221 fewer deals compared to 607 deals worth 42.1bn in. Top Financial Advisor Rothschild ranked first with 27 deals worth 7.4bn, compared to 20 deals worth 6bn in. Top Sector Financial Services saw 36 deals valued at 8.7bn, up 63% by value with 11 fewer deals compared to 47 deals worth 5.3bn in. Top Legal Advisor Accura ranked first with 4 deals worth 3.9bn, compared to 2 undisclosed deals in. Mergermarket.com

29 29 Europe Europe M&A trend Europe Private equity trend 1,000 8, ,400 (bn) ,000 6,000 5,000 4,000 3,000 2,000 Number of deals (bn) ,200 1, Number of deals , YTD YTD Q1 value Q3 value Volume Buyout value Buyout volume Q2 value Q4 value Exit value Exit volume

30 30 Europe Regional Trends Financial Services : 8.7bn Number of deals: 36 Market share: 35.3% United Kingdom 5.5bn 83 deals 22.3% Spain 2.9bn 19 deals 11.6% France 3.2bn 36 deals 13% Energy, Mining & Utilities : 3.4bn Number of deals: 28 Market share: 13.7% Construction : 2.6bn Number of deals: 25 Market share: 10.7% Consumer : 2.4bn Number of deals: 55 Market share: 9.9% Domestic 17.4bn -26.9% Denmark 3.9bn 10 deals 15.7% Italy 2.1bn 30 deals 8.5% Business Services : 1.9bn Number of deals: 48 Market share: 7.9% Inbound 7.1bn -60.9% Outbound 6.5bn -53.6%

31 31 Europe Top deals (m) Deal details Advisor details Announcement date Target Bidder Dominant sector Sell-side Buy-side 1,806 7-Nov-17 Nykredit AS (16.9% stake) 1, Nov-17 Axiare Patrimonio Socimi SA (71.21% stake) 1, Nov-17 Euler Hermes SA (25.66% stake) 1,490 8-Nov-17 ENGIE SA (Upstream and midstream LNG operations) PKA AS; PFA Pension Forsikrings AS; AP Pension; PensionDanmark AS; and MP Pension Financial Services Inmobiliaria Colonial SA Real Estate FA: Deutsche Bank Allianz SE Financial Services FA: - FA: Deloitte; and FIH Partners LA: Bech-Bruun; and Kromann Reumert Total SA Energy, Mining & Utilities FA: Rothschild; and Societe Generale LA: Clifford Chance 1,416 6-Nov-17 Aldermore Group Plc FirstRand Limited Financial Services FA: JPMorgan Cazenove; Lazard; RBC Capital Markets; and PJT Partners LA: Linklaters 1, Nov-17 Stark Group AS Lone Star Funds Construction FA: Rothschild LA: Castren & Snellman; and Plesner 1, Nov-17 Ampleon Co Ltd (77.41% stake) Nov-17 Popolare Vita SpA (65% stake); and Avipop Assicurazioni SpA (65% stake) Nov-17 BGL Group Limited (30% stake) Nov-17 Dansk Supermarked Group (19% stake) Aurora Optoelectronics Co Ltd Societa Cattolica di Assicurazione Canada Pension Plan Investment Board Technology FA: - Financial Services Financial Services FA: KPMG LA: Gatti Pavesi Bianch FA: Rothschild LA: Linklaters F. Salling AS Consumer FA: - LA: Gatti Pavesi Bianchi FA: SEB LA: Accura; and Bruun & Hjejle FA: JPMorgan LA: Freshfields Bruckhaus Deringer; and Ramón y Cajal Abogados FA: Rothschild FA: - LA: Allen & Overy FA: Credit Suisse; and Rand Merchant Bank LA: (Advising FA: Ashurst) FA: Lazard LA: Accura; and Weil Gotshal & Manges FA: Morgan Stanley LA: King & Wood Mallesons FA: UBS Investment Bank LA: Gianni, Origoni, Grippo, Cappelli & Partners FA: JPMorgan Cazenove LA: Freshfields Bruckhaus Deringer FA: -

32 32 Europe League tables Top 10 Financial Advisors - Ranking Company name Deal count % change 1 8 Rothschild 7, ,985 24% 2 1 JPMorgan 4, ,977-78% 3 4 Lazard 3, ,160-65% 4 11 UBS Investment Bank 3, ,484-37% 5 7 Deutsche Bank 2, ,714-64% 6 28 Credit Suisse 2, , % 7 23 SEB 2, ,402 72% 8 - RBC Capital Markets 2, Deloitte 1, % 10 - FIH Partners 1, Top 10 Financial Advisors - Volume Ranking Company name Deal count Deal count Deal count change 1 2 Rothschild 7, Deloitte 1, KPMG 1, Lazard 3, UBS Investment Bank 3, EY Lincoln International JPMorgan 4, Credit Suisse 2, PwC Top 10 Legal Advisors - Ranking Company name Deal count % change Accura 3, Linklaters 3, ,125-67% 3 1 Freshfields Bruckhaus Deringer 3, ,291-83% 4 21 Kirkland & Ellis 2, ,856-15% 5 35 Clifford Chance 2, ,397 70% 6 11 Skadden Arps Slate Meagher & Flom 2, ,535-52% 7 7 Allen & Overy 1, ,471-64% 8 - Ramon y Cajal Abogados 1, Morgan Lewis & Bockius 1, Wachtell, Lipton, Rosen & Katz 1, ,506% Top 10 Legal Advisors - Volume Ranking Company name Deal count Deal count Deal count change 1 5 Linklaters 3, DLA Piper CMS 1, Clifford Chance 2, Allen & Overy 1, Travers Smith Freshfields Bruckhaus Deringer 3, Skadden Arps Slate Meagher & Flom 2, Gianni, Origoni, Grippo, Cappelli & Partners 1, Vinge

33 33 Middle East & Africa Part of the Acuris Report on Global M&A Activity Middle East & Africa

34 34 Middle East & Africa Middle East & Africa Middle East & Africa (MEA) experienced 26 M&A transactions worth 1.8bn this month, the second lowest value this year after April, which saw 28 deals worth 1.6bn. Over the same period, this resulted in lower activity in both deal count and value, recording 67 fewer deals and a 29.3% decline in value versus year-to-date (YTD) value (74.9bn) for. Excluding the 15bn bid of Intel for Mobileye in March, accounted for 4.7% of this year s total value of 38bn and equalled 7.7% of the total number of transactions targeting the region in 2017 (338). s largest transaction was the 1.1bn American bid by National Energy Services Reunited for two oilfield services companies, which accounted for 61.7% of the monthly M&A value. The deal became the second largest transaction for Energy, Mining & Utilities (EMU) in MEA this year, behind the 2.8bn bid in early March of Exxon Mobil for stakes in certain Eni assets. As a result of that transaction, EMU remained the most attractive sector by value in despite there only being three deals announced worth 1.1bn in that space. Although it had one fewer deal and declined 32.4% by value versus the same month last year, year-to-date EMU value stands at 11.2bn across 61 deals, up 49.1% by value from the 43 deals worth 7.5bn in YTD. At the same time, Technology, Media and Telecoms (TMT) was the most attractive sector by deal count in with six deals worth a total of 134m, whilst the sector was also the YTD top sector by deal count (63 deals, 7.4bn). That could potentially be explained by telecom operators still being on the lookout for efficiency and external growth, as margins continue to decline. Domestic activity in the region remained relatively low with 14 deals worth 257m, accounting for 1.7% and 8% of the YTD domestic deal value and deal count respectively. Compared to the same period last year, YTD 2017 (175 deals, 15.5bn) decreased by 59.2% from the 37.9bn seen in, recording the lowest YTD deal count since 2011, when the region recorded 173 deals valued at 18.2bn. So far this year, MEA domestic activity has reached its lowest level since 2010 (177 deals, 22.3bn). This month s inbound M&A activity was also down by both deal value and volume from (15 deals, 3.3bn), with 12 transactions worth 1.5bn. Whereas s deal value was falling by 28.3% from last month s value (2.1bn), YTD inbound activity has seen 43 fewer deals than all of (206), to 163 deals, and was 23.6% behind the 49.1bn that had changed hands last year, reaching 37.5bn. So far, 22 transactions made up 3.7bn in Q4, accounting for 9.8% of YTD value. Australia has been strongly investing into the region recently, reaching its highest level of deal count on Mergermarket record (10 deals, 842m), one more deal than the previous record established in (nine deals, 837m). Whereas Europe has been showing less interest in the region with YTD deal count and value being down 24.2% and 59.2% respectively from YTD (91 deals, 16bn) to 69 deals worth 6.5bn in 2017 so far. With regards to outbound activity, the region recorded eight investments valued at 2.5bn, a 18.6% increase from and the largest monthly deal value since April this year (13 deals, 17.5bn). Out of these eight transactions, MEA has seen South Africa making five offers for European targets worth a total of 1.5bn, whereas the Middle East has invested in three companies for a total consideration of 970m. Over the 2017 period so far, MEA has conducted 126 deals worth 38.5bn, of which 84 were conducted by Middle Eastbased companies. Compared to YTD, the UK has received the most interest from MEAbased investors, resulting in its highest YTD deal count on Mergermarket record. As political uncertainty remains a factor, potentially even increasing following Donald Trump s decision regarding Jerusalem, investors will likely continue to experience a complex situation that demands their most appropriate and efficient dealmaking strategies. Further information Get in touch or read more Olivier Gilkinet

35 35 Middle East & Africa 26 deals valued at 1.8bn, down 50.8% by value with 9 fewer deals compared to 35 deals worth 3.6bn in. Top Financial Advisor JPMorgan ranked first with 2 deals worth 2.5bn, compared to 1 deal worth 5.8bn in. Top Sector Energy, Mining & Utilities saw 3 deals valued at 1.1bn, down 32.4% by value with 1 fewer deal compared to 4 deals worth 1.6bn in. Top Legal Advisor Linklaters ranked first with 2 deals worth 1.5bn, compared to 3 deals worth 947m in. Mergermarket.com

36 36 Middle East & Africa Middle East & Africa M&A trend Middle East & Africa Private equity trend (bn) Number of deals (bn) Number of deals YTD YTD Q1 value Q3 value Volume Buyout value Buyout volume Q2 value Q4 value Exit value Exit volume

37 37 Middle East & Africa Regional Trends Energy, Mining & Utilities : 1.1bn Number of deals: 3 Market share: 62.1% Agriculture : 267m Number of deals: 1 Market share: 15% Oman 1.1bn 1 deal 61.7% South Africa 135m 11 deals 7.6% United Arab Emirates 267m 2 deals 15% Technology : 134m Number of deals: 5 Market share: 7.5% Consumer : 121m Number of deals: 3 Market share: 6.8% Financial Services : 77m Number of deals: 2 Market share: 4.3% Domestic 257m -27.7% Inbound 1.5bn -53.3% Outbound 2.5bn +18.6%

38 38 Middle East & Africa Top deals (m) Deal details Advisor details Announcement date Target Bidder Dominant sector Sell-side Buy-side 1, Nov-17 National Petroleum Services; and Gulf Energy SAOC Nov-17 ETC Group Limited (30% stake) National Energy Services Reunited Corporation Energy, Mining & Utilities Mitsui & Co Ltd Agriculture FA: - FA: Citi LA: Freshfields Bruckhaus Deringer 89 9-Nov-17 magicjack VocalTec Ltd B. Riley Financial Inc Technology FA: Bank of America Merrill Lynch LA: Bryan Cave; Wiley Rein; and Yigal Arnon & Co (Advising FA: Fried Frank Harris Shriver & Jacobson) 71 3-Nov-17 Diamond Bank SA (97.07% stake) NSIA Participations SA Financial Services FA: Nov-17 Chill Beverages International Long4Life Limited Consumer FA: Investec LA: DLA Piper 52 2-Nov-17 African Blue SA (37% stake) Costa Group Holdings Limited 40 6-Nov-17 ImageSat International NV (53.6% stake) Nov-17 Kyron Laboratories Proprietary Limited 22 8-Nov-17 HeziBank Design Ltd (80% stake) Nov-17 Powertech Transformers Proprietary Limited (80% stake) First Israel Mezzanine Investors Ltd Ascendis Health Limited Consumer FA: - Technology FA: - Pharma, Medical & Biotech FA: - Hamat Group Construction FA: - LA: GKH Law Offices SGB-SMIT Group; and Power Matla (Pty) Ltd Industrials & Chemicals FA: - FA: JPMorgan FA: - FA: B. Riley FBR LA: GKH Law Offices; Sullivan & Cromwell; and Wilkinson Barker Knauer FA: - FA: Standard Bank Group LA: ENSafrica FA: - FA: - FA: Coast2Coast Investments FA: - FA: -

39 39 Middle East & Africa League tables Top 10 Financial Advisors - Ranking Company name Deal count % change 1 3 JPMorgan 2, , % 2= - Credit Suisse 1, = 25 Lazard 1, = 6 Rand Merchant Bank 1, % 2= - RBC Capital Markets 1, Citi 1, , % 7 - PJT Partners Barclays , % 9= - AmInvestment Bank = - RHB Investment Bank Top 11 Financial Advisors - Volume Ranking Company name Deal count Deal count Deal count change 1 3 Rothschild JPMorgan 2, Barclays = - Credit Suisse 1, = 25 Lazard 1, = 4 Rand Merchant Bank 1, = - RBC Capital Markets 1, Citi 1, PJT Partners = - AmInvestment Bank = - RHB Investment Bank Top 14 Legal Advisors - Ranking Company name Deal count % change 1 9 Linklaters 1, % 2 - Ashurst 1, Freshfields Bruckhaus Deringer 1, % 4 37 Clifford Chance ,384.2% 5 - Albar & Partners Webber Wentzel % 7 - Taylor Wessing GKH Law Offices = - Bryan Cave = - Fried Frank Harris Shriver & Jacobson = - Sullivan & Cromwell = - Wiley Rein = - Wilkinson Barker Knauer = 47 Yigal Arnon & Co Top 15 Legal Advisors - Volume Ranking Company name Deal count Deal count Deal count change 1 5 Linklaters 1, Freshfields Bruckhaus Deringer 1, Webber Wentzel GKH Law Offices Bowmans Ashurst 1, Clifford Chance Albar & Partners Taylor Wessing = - Bryan Cave = - Fried Frank Harris Shriver & Jacobson = - Sullivan & Cromwell = - Wiley Rein = - Wilkinson Barker Knauer = 47 Yigal Arnon & Co

40 40 Asia-Pacific (excluding Japan) Part of the Acuris Report on Global M&A Activity Asia-Pacific (excluding Japan)

41 41 Asia-Pacific (excluding Japan) Asia-Pacific (excluding Japan) In 2017, M&A targeting the Asia- Pacific region (excluding Japan) reached 312 deals with a total value of 62.8bn. This is an 18.1% decline in value with 55 fewer deals than a year ago (367 deals, 53.2bn). The value for M&A up to this year stands at 549.8bn from 3,243 deals this is down by 14% and 13% respectively compared with the whole of. However, putting this in some perspective, the first 11 months of 2017 have already overtaken the full-year value and volume totals for all years between 2011 and Despite the year-over-year (YoY) fall in, a number of jurisdictions saw their value rise when compared with the same time period in. China (38.6bn), the Philippines (6.6bn), India (5.9bn) and Hong Kong (4.6bn) all posted value increases despite volume falling in both China and Hong Kong. China s M&A value accounted for 61.4% of market share in the region. Almost a third of that deal value came from two large real estate deals. The first, announced at the beginning of the month, saw a group of investors including Shandong Highway and Shenzhen Amer take a 14.11% stake in the Hengda Real Estate Group for 9bn. In the second big real estate deal of the month, Yunnan Metropolitan Real Estate agreed to acquire Chengdu Global Century Exhibition and Travel for 3.6bn. Sector-wise, these two deals ensured that Real Estate ranked in first place for value in with a total of 14.9bn from 21 deals. This was an increase of 178.1% in value with six more deals compared to 15 deals worth 5.4bn in. The Consumer sector placed second with a total of 11.1bn from 26 deals. The largest Consumer deal of the month saw Philippinesbased food and beverage company San Miguel take a 71.79% stake in sister company San Miguel Pure Foods for 6.5bn. Industrials & Chemicals had the highest deal count with 71 deals but with a total value of 8.8bn, this figure only represented 8.8% of market share. In terms of outbound activity, Asia-Pacific only made 6.7bn-worth of deals a fall of 77% compared with a year earlier. However, offsetting this situation somewhat, the value of both domestic (58.2bn) and inbound dealmaking (4.6bn) saw YoY increases. One very bright spot for Asia-Pacific dealmaking has been private equity (PE) activity in the region in In the first 11 months of the year, PE buyout value reached 110.2bn from 364 deals a 24% increase in value on the whole of and the highest total since In, the biggest buyout saw PE giants Bain Capital take a 5.55% stake in Indian bank Axis. PE exit activity in the region is also trending up. reached 61.6bn from 201 disposals an increase of 22% on the whole of and, once again, the highest total since Further information Get in touch or read more Nick Cheek Gerry Tee

42 42 Asia-Pacific (excluding Japan) 312 deals valued at 62.8bn, down 18.1% by value with 55 fewer deals compared to 367 deals worth 53.2bn in. Top Financial Advisor China International Capital Corporation ranked first with 4 deals worth 10.5bn, compared to 2 deals worth 6bn in. Top Sector Real Estate saw 21 deals valued at 14.9bn, up 178.1% by value with 6 more deals compared to 15 deals worth 5.4bn in. Top Legal Advisor Commerce and Finance Law Offices ranked first with 2 deals worth 6.7bn compared to 0 deals in. Mergermarket.com

43 43 Asia-Pacific (excluding Japan) Asia-Pacific (excluding Japan) M&A trend Asia-Pacific (excluding Japan) Private equity trend 900 4, , , (bn) YTD ,500 2,000 1,500 1, Number of deals (bn) YTD Number of deals Q1 value Q3 value Volume Buyout value Buyout volume Q2 value Q4 value Exit value Exit volume

44 44 Asia-Pacific (excluding Japan) Regional Trends Real Estate : 14.9bn Number of deals: 21 Market share: 23.7% China 38.6bn 153 deals 61.4% Philippines 6.6bn 5 deals 10.4% Hong Kong 4.6bn 12 deals 7.3% Consumer : 11.1bn Number of deals: 26 Market share: 17.6% Technology : 10.3bn Number of deals: 33 Market share: 16.4% Industrials & Chemicals : 5.5bn Number of deals: 71 Market share: 8.8% Domestic 58.2bn +17.2% Australia 3bn 49 deals 4.9% India 5.9bn 31 deals 9.4% Energy, Mining & Utilities : 5.5bn Number of deals: 26 Market share: 8.7% Inbound 4.6bn +32.6% Outbound 6.7bn -77%

45 45 Asia-Pacific (excluding Japan) Top deals (m) Deal details Advisor details Announcement date Target Bidder Dominant sector Sell-side Buy-side 9,048 6-Nov-17 Hengda Real Estate Group Co Ltd (14.11% stake) 6,477 6-Nov-17 San Miguel Pure Foods Company Inc (71.79% stake) Shenzhen Amer International Co Ltd; Shandong Highway Group Co Ltd; Ding Xiang Capital; Jiayu Vehicle Accessories Ningxia; Suning Holdings Group; and Guangzhou Yehoo Investment Co Ltd Real Estate San Miguel Corporation Consumer: Foods FA: - FA: Gram Capital Limited 6,439 3-Nov Technology Inc SJEC Corporation Computer software FA: China International Capital Corporation Limited 3, Nov-17 Chengdu Global Century Exhibition & Travel Group Co Ltd 3, Nov-17 Sun Art Retail Group Limited (39.29% stake) Yunnan Metropolitan Real Estate Development Co Ltd Real Estate FA: - Alibaba Group Holding Ltd Consumer: Retail FA: Citi; HSBC; and Somerley Capital Limited LA: Herbert Smith Freehills; and Clifford Chance 3, Nov-17 Huaibei Mining Co Ltd Anhui Leiming Kehua Co Ltd Energy FA: - 1,246 2-Nov-17 Bharti Airtel Limited (4.62% stake) Bharti Telecom Limited 1, Nov-17 Cardinal Health (L) Co Ltd Shanghai Pharmaceuticals Holding Co Ltd 1, Nov-17 Axis Bank Ltd (5.55% stake) Bain Capital; and The Capital Group Companies Inc 1, Nov-17 Guiyang Huochebang Technology Co Ltd Jiangsu Manyun Software Technology Co Ltd Telecommunications: Carriers Medical: Pharmaceuticals Financial Services Internet/eCommerce FA: - FA: - LA: AZB & Partners FA: Lazard LA: Jones Day; and JunHe FA: Axis Capital Limited LA: Shardul Amarchand Mangaldas & Co FA: - LA: Zhong Lun Law Firm FA: ING; and Standard Chartered Plc FA: Huatai Securities Co Ltd LA: Commerce and Finance Law Offices FA: China Merchants Securities Co Ltd LA: DeHeng Law Offices FA: China International Capital Corporation Limited LA: Fangda Partners; and Slaughter and May FA: Guoyuan Securities Co Ltd LA: Tianhe Law Firm FA: - FA: China Merchants Securities Co Ltd; and Morgan Stanley LA: MS; Weil Gotshal & Manges; and Zhong Lun Law Firm FA: JPMorgan LA: AZB & Partners; and Kirkland & Ellis FA: -

46 46 Asia-Pacific (excluding Japan) League tables Top 10 Financial Advisors - Ranking Company name 1 8 China International Capital Corporation Limited Deal count % change 10, , % 2 19 Gram Capital Limited 9, , % 3 37 Huatai Securities Co Ltd 7, ,278.5% 4 - ING 6, Standard Chartered Plc 6, ,532.2% 6 50 China Merchants Securities Co Ltd 4, ,464.6% 7 9 Bank of America Merrill Lynch 4, , % 8 - Santander Global Corporate Banking 3, Morgan Stanley 3, , % Somerley Capital Limited 3, , % Top 10 Financial Advisors - Volume Ranking Company name Deal count Deal count Deal count change 1 13 Morgan Stanley 3, Goldman Sachs & Co 1, Credit Suisse China International Capital Corporation Limited 10, Huatai Securities Co Ltd 7, UBS Investment Bank 2, Rothschild Deloitte Lazard 2, PwC 1, Top 10 Legal Advisors - Ranking Company name Deal count % change 1 - Commerce and Finance Law Offices 6, Zhong Lun Law Firm 4, % 3 - Souza, Cescon, Barrieu & Flesch Advogados 3, Veirano Advogados 3, Clifford Chance 3, % 6 15 Herbert Smith Freehills 3, , % 7 60 Slaughter and May 3, % 8 78 DeHeng Law Offices 3, ,552.5% 9 2 Skadden Arps Slate Meagher & Flom 3, , % Fangda Partners 3, , % Top 10 Legal Advisors - Volume Ranking Company name Deal count Deal count Deal count change 1 2 Herbert Smith Freehills 3, Khaitan & Co MinterEllison AZB & Partners 2, Shardul Amarchand Mangaldas & Co 1, Baker McKenzie Allens Clifford Chance 3, Skadden Arps Slate Meagher & Flom 3, Gilbert + Tobin

47 47 Japan Part of the Acuris Report on Global M&A Activity Japan

48 48 Japan Japan In, deal activity in Japan remained off the pace set in recent years, even as the government announced that the economy grew for a seventh straight quarter in Q and the central bank indicated that interest rates would remain low. There were 31 deals for Japanese companies valued at a total of 3.6bn in 2017, which is six fewer deals and a 52.7% drop in value compared to a year earlier. The traditionally strong Industrials & Chemicals sector led the way in terms of M&A value by industry. After a record-breaking start to the year for private equity in Japan, buyout activity finally cooled off in. Through the first 11 months of 2017, Japan saw 413 transactions worth 40.5bn, representing eight fewer deals and a 30% decline in value year-over-year (YoY). The country is on pace to have the lowest M&A value total since 2014, when there were 399 deals with aggregate value of 32.3bn. Japan s dominant Industrials & Chemicals sector had the most value of any sector in with four deals worth 1.8bn. A significant portion of this total came from the country s largest deal of the month: US-based auto parts producer Key Safety Systems 1.58bn acquisition of assets owned by bankrupt Japanese rival Takata Corporation, as part of the latter s plan to pay some of its costs and liabilities incurred from litigation over its manufacturing of faulty airbags. The transaction must be approved by bankruptcy courts in both Japan and the US, and is expected to close in Q The Construction industry had the secondmost value of any sector last month, thanks in large part to having the second-largest deal of homebuilder Sumitomo Forestry s 305m purchase of contracting company Kumagai Gumi. The tie-up is intended to improve the construction players prospects amid industry concerns over a shrinking market for housing and an expected slowdown in building after the 2020 Tokyo Summer Olympics. In the private equity space, there were just four buyouts for Japanese companies valued at 201m in, compared to five buyouts worth 5.5bn in the same month of. The largest PE deal saw US fund manager Polaris Capital pay 176m for chilled drinks producer LB from Japanese beverage giant Asahi. Despite the drop-off in PE value in, this year has already seen a record-breaking total for buyouts in Japan at 16.8bn from 40 transactions. More than half this amount came from Bain Capital s 10.6bn acquisition of Toshiba s chip unit in September. PE exit activity shrank in to two deals worth 134m, down from three sales valued at 547m the same month a year ago. Japanese companies upsized their purchases abroad last month, driving outbound M&A value up 14.8% to 1.4bn YoY. Topping the list of outbound deals was construction company Daiwa House Industry s 315m purchase of Australian homebuilder Rawson Group. Over the last three years, Daiwa House, Japan s largest homebuilder, has made acquisitions abroad in the US, South Korea, India, Vietnam, and Singapore. Meanwhile, inbound deal activity from Japan foundered in, declining 69.6% to 1.8bn. Further information Get in touch or read more Ezekiel Pfeifer Gerry Tee

49 49 Japan 31 deals valued at 3.6bn, down 52.7% by value with 6 fewer deals compared to 37 deals worth 7.7bn in. Top Financial Advisor KPMG ranked first with 3 deals worth 1.7bn, compared to 3 deals worth 132m in. Top Sector Industrials & Chemicals saw 4 deals valued at 1.8bn with 8 fewer deals compared to 12 deals worth 4.7bn in. Top Legal Advisor Freshfields Bruckhaus Deringer ranked first with 3 deals worth 2bn, compared to 1 deal worth 532m in. Mergermarket.com

50 50 Japan Japan M&A trend Japan Private equity trend (bn) Number of deals (bn) Number of deals YTD YTD Q1 value Q3 value Volume Buyout value Buyout volume Q2 value Q4 value Exit value Exit volume

51 51 Japan Regional Trends Industrials & Chemicals : 1.8bn Number of deals: 4 Market share: 50.6% Construction : 393.2m Number of deals: 3 Market share: 10.8% Inbound 1.9bn -69.6% Outbound 1.4bn +14.8% Domestic 1.8bn +13.3% Consumer : 318.3m Number of deals: 4 Market share: 8.8% Technology : 306.5m Number of deals: 6 Market share: 8.4% Pharma, Medical & Biotech : 287.3m Number of deals: 3 Market share: 7.9%

52 52 Japan Top deals (m) Deal details Advisor details Announcement date Target Bidder Dominant sector Sell-side Buy-side 1, Nov-17 Takata Corporation Key Safety Systems Inc Automotive FA: Lazard; and PwC LA: Freshfields Bruckhaus Deringer; Nagashima Ohno & Tsunematsu; and Weil Gotshal & Manges Nov-17 Kumagai Gumi Co Ltd (20.05% stake) Nov-17 Toshiba Corporation (Toshiba Hospital business) Nov-17 Japan Senior Living Investment Corporation Nov-17 ARRK Corporation (74.69% stake) Sumitomo Forestry Co Ltd Construction FA: Sumitomo Mitsui Financial Group Inc Iryo Hojin Shadan Midorino-kai Kenedix Residential Investment Corporation Mitsui Chemicals, Inc Nov-17 LB Co Ltd Polaris Capital Group Co Ltd Nov-17 Fujitsu Client Computing Limited (51% stake) Nov-17 Bellsystem24 Holdings Inc (14.43% stake) Nov-17 Uehara sei shoji Co Ltd (88.51% stake) Nov-17 Toshiba Visual Solutions Corporation (95% stake) Medical FA: - Financial Services Industrial products & services Consumer: Other FA: Nomura Holdings Inc LA: Mori Hamada & Matsumoto FA: Nomura Holdings Inc LA: Nishimura & Asahi FA: Sumitomo Mitsui Financial Group Inc Lenovo Group Limited Computer: Hardware FA: Goldman Sachs & Co LA: Clifford Chance Toppan Printing Co Ltd Services: Other FA: - KI Enterprise Energy FA: Plutus Consulting Co Ltd LA: Anderson Mori & Tomotsune Hisense Electric Co Ltd Consumer: Other FA: Deloitte LA: Morrison & Foerster FA: Jefferies; KPMG; and UBS Investment Bank LA: Skadden Arps Slate Meagher & Flom FA: Daiwa Securities Group Inc LA: Anderson Mori & Tomotsune FA: - FA: Sumitomo Mitsui Financial Group Inc LA: Anderson Mori & Tomotsune FA: - FA: Nomura Holdings Inc FA: Credit Suisse LA: Freshfields Bruckhaus Deringer FA: - FA: Nomura Holdings Inc FA: - LA: King & Wood Mallesons

53 53 Japan League tables Top 10 Financial Advisors - Ranking Company name Deal count % change 1 10 KPMG 1, ,172.0% 2 13 Lazard 1, ,959.3% 3= - Jefferies 1, = - UBS Investment Bank 1, PwC 1, Sumitomo Mitsui Financial Group Inc % 7 3 Nomura Holdings , % 8 4 Daiwa Securities Group Inc , % 9 1 Morgan Stanley , % Deloitte % Top 10 Financial Advisors - Volume Ranking Company name Deal count Deal count Deal count change 1 4 Sumitomo Mitsui Financial Group Inc Deloitte Nomura Holdings KPMG 1, Lazard 1, = - Jefferies 1, = - UBS Investment Bank 1, Lincoln International PwC 1, Daiwa Securities Group Inc Top 10 Legal Advisors - Ranking Company name Deal count % change 1 8 Freshfields Bruckhaus Deringer 2, % 2= 2 Nagashima Ohno & Tsunematsu 1, , % 2= - Skadden Arps Slate Meagher & Flom 1, = - Weil Gotshal & Manges 1, Anderson Mori & Tomotsune , % 6 42 Baker McKenzie Clayton Utz % 8 7 Nishimura & Asahi % 9 1 Mori Hamada & Matsumoto , % 10 - Morgan Lewis & Bockius Top 10 Legal Advisors - Volume Ranking Company name Deal count Deal count Deal count change 1 3 Anderson Mori & Tomotsune Freshfields Bruckhaus Deringer 2, Baker McKenzie Nishimura & Asahi Morgan Lewis & Bockius Nagashima Ohno & Tsunematsu 1, Skadden Arps Slate Meagher & Flom 1, Weil Gotshal & Manges 1, Clayton Utz Mori Hamada & Matsumoto

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