An Acuris Company. An Acuris report on global M&A activity. May 2018 Monthly M&A Insider. mergermarket.com

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1 An Acuris Company An Acuris report on global M&A activity May 2018 Monthly M&A Insider

2 2 Contents An Acuris report on global M&A activity Contents Global Overview 4 US & Canada 12 Central & South America 19 Europe 26 Middle East & 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 advisers globally and across six regions (North America, Central and South America, Europe, Middle East and Africa, Asia-Pacific and Japan). This year has started with a spate of megadeals and the pace of these mammoth combinations only quickened in April. Three of the six biggest deals by value since the start of 2018 were announced in the month, including US-based telecommunications provider Sprint s merger proposal with rival T-Mobile in a transaction valued at 58.9bn. The deal would allow the companies to accelerate development of 5G wireless technology, they say, even as consumer advocates warn that it could drive up prices for mobile service. Consolidation ramped up further in the global media industry as well in April with the second-largest deal of the month: US cable giant Comcast s bid for a majority stake in European pay-tv operator Sky valued at 40.7bn. Separately, Comcast is reportedly considering a hostile bid for 21st Century Fox assets that Disney won in December, in a deal that would allow Comcast to consolidate 100% control of Sky. (Incidentally, all this deal activity involving major media companies is injecting uncertainty into the upcoming TV lineups for their networks.) The decidedly less flashy Industrial & Chemicals sector also held its own in the deal value column thanks to the third-largest transaction in April: the 30.1bn merger of US refineries Marathon Petroleum and Andeavor, creating the country s biggest refiner by capacity. One area of M&A that finally cooled off last month was private equity (PE). After a recordbreaking first quarter for buyout value, PE deal activity came back down to earth with a humdrum 33.2bn in aggregate value (compared to 120.6bn in the first three months of the year). None of the top 10 transactions in April involved a financial buyer acquiring an asset. The tenth biggest deal did, however, represent a PE exit the 5.5bn sale of Sky Betting and Gaming by UK-based CVC Capital Partners and Sky to Canadian online gambling company Stars Group. That sale was one of just three cross-border deals in the top 10 for the month, as the slowdown in international M&A continued. The rising tide of protectionism and trade barriers and the uncertainty surrounding potential future actions appear to be taking their toll on cross-border activity. Nonetheless, M&A value in 2018 remains on track to nearly match the highest amount ever, 3.87tn, reached in US companies are still actively putting to work funds freed up by the tax reform law; European businesses are seeking deals to fuel inorganic growth; and Asia-Pacific acquirers are expanding their presence on the world stage and diversifying from domestic markets. Equity prices have seen a modest retreat worldwide and an increase in volatility, but the global economy remains stable and growing. Dealmakers are likely to remain busy in the months ahead. Sincerely, Mike Sabutis Senior Vice President Mike Sabutis Senior Vice President, Merrill Corporation

4 4 Global Overview Part of the Acuris report on global M&A activity Global Overview

5 5 Global Overview Global Overview Another month, another chasm between value and volume in the global M&A market. April saw 992 deals valued at 346.9bn up 40.9% by value, but with 523 fewer deals compared to 1,515 transactions worth 246.3bn in April The dynamics behind the dealmaking market have remained similar for some time now. On the buy side, confident cash-rich corporates and private equity firms with plenty of dry powder are being encouraged by shareholders and activists alike to spend big on assets that will either increase market share, expand regional focus, or digitally disrupt their sector. On the sell side, valuations continue to rise as fewer top-quality assets make it into the marketplace. Digital disruption has been a major driver as traditional sectors such as Automotive, Retail and Healthcare race to keep pace with a rapidly changing marketplace. However, that said, it would seem that the biggest factor behind April s value hike is market consolidation. The much publicized mergers between US mobile carriers T-Mobile and Sprint; oil refiners Marathon and Andeavor; and supermarket chains Sainsbury and Asda were all predicated on challenging the number one incumbents in their respective industries. In terms of regions, every one bar Middle East & Africa posted a value increase in April. As usual, North America took the lion s share of value as 174.8bn worth of deals in the region accounted for a 50.4% market share. Six of the top 10 deals had bidders from North America including the top deal of the month the aforementioned acquisition of Sprint by telecoms rival T-Mobile for an estimated 58.9bn. The deal would merge the third- and fourth-largest mobile carriers in the US and create a company with around 130 million customers. Europe, Asia-Pacific and even Central & South America (a region which has seen heavy falls in recent months) all posted large gains as the global M&A market began to heat up considerably after a somewhat quiet start to the year. The most high-profile transaction in Europe was the proposed merger between supermarket giants Sainsbury and Asda for 10bn. The companies are such a staple part of UK life that the deal featured on the front pages of all the UK broadsheets and tabloids when it was announced at the tail end of the month. Sector-wise, the T-Mobile/Sprint deal, coupled with Comcast s bid for UK broadcaster Sky, propelled the Telecommunications sector into top spot with 60bn worth of deals. This was followed by Industrials & Chemicals (57.6bn) and Media (43bn). Indeed, three of the top five deals came from the overarching TMT space. PE dealmaking was also strong as buyout houses seemed determined to keep pace with their strategic rivals. So far this year, PE has deployed 153.9bn on 953 deals an increase of 33% on the same period last year. As we head into May, the M&A market is buoyant, posting well over 1tn worth of deals with two months of Q2 still to go. And with a number of large transactions in the pipeline and continued economic stability across most regions, we could well be heading for a record year in the deal market. Further information Get in touch or read more Nick Cheek Aram Hovsepian

6 6 Global Overview 992 deals valued at 346.9bn, up 40.9% by value with 523 fewer deals compared to 1,515 deals worth 246.3bn in April Top Financial Advisor Goldman Sachs & Co ranked first with 30 deals worth 132.6bn, up 91.2% in value with 6 more deals compared to 24 deals worth 69.4bn in April Top Sector Telecommunications saw 9 deals valued at 60bn, up 3,453.8% by value with 2 fewer deals compared to 11 deals worth 1.7bn in April Top Legal Advisor Goodwin Procter ranked first with 9 deals worth 69.7bn, up 502.7% in value with 17 fewer deals compared to 26 deals worth 11.6bn in April Mergermarket.com

7 7 Global Overview Global M&A trend Global Private Equity trend 4,000 20, ,500 3,500 1, ,000 16, ,000 3,000 Value (bn) 2,500 2,000 1,500 1, , , YTD ,000 12,000 10,000 8,000 6,000 4,000 2,000 0 Number of deals Value (bn) YTD ,500 2,000 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 Telecommunications Value: 60bn Number of deals: 9 Market share: 17.3% North America 174.8bn 343 deals 50.4% C&S America 9.3bn 29 deals 2.7% Asia-Pacific (excluding Japan) 59.5bn 264 deals 17.2% Industrials & Chemicals Value: 57.7bn Number of deals: 204 Market share: 16.6% Media Value: 43bn Number of deals: 35 Market share: 12.4% Energy, Mining & Utilities Value: 29.9bn Number of deals: 66 Market share: 8.6% Middle East & Africa 1bn 14 deals 0.3% Europe 97.3bn 319 deals 28.1% Japan 4.9bn 23 deals 1.4% Technology Value: 27.9bn Number of deals: 143 Market share: 8% Domestic 236.2bn +61.5% Cross-border 100.7bn +10.7%

9 9 Global Overview Top deals Top 10 Announced Deals for April 2018 Value (m) Deal details Advisor details Announcement date Target Bidder Dominant sector Sell-side Buy-side 58, Apr-18 Sprint Corporation T-Mobile USA Inc Telecommunications FA: Centerview Partners; JPMorgan; Mizuho Financial Group; Raine Group; and Sumitomo Mitsui Financial Group LA: Goodwin Procter; Morrison & Foerster; Potter Anderson & Corroon; and Skadden Arps Slate Meagher & Flom (Advising FA: Pillsbury Winthrop Shaw Pittman; and Sidley Austin) 40, Apr-18 Sky Plc Comcast Corporation Media FA: Barclays; Morgan Stanley; and PJT Partners 30, Apr-18 Andeavor Corporation Marathon Petroleum Corporation Industrials & Chemicals FA: Goldman Sachs & Co LA: Sullivan & Cromwell 10, Apr-18 Indus Towers Limited Bharti Infratel Limited Technology FA: Bank of America Merrill Lynch; and Morgan Stanley LA: Bharucha & Partners; S&R Associates; and Slaughter and May 10, Apr-18 ASDA Group Limited J Sainsbury Plc Consumer FA: Rothschild LA: Gibson Dunn & Crutcher; and Slaughter and May 9,500 2-Apr-18 Ele.me Alibaba Group Holding Ltd; and Ant Financial Services Group Business Services FA: Hina Group Inc 8, Apr-18 Vectren Corporation CenterPoint Energy Inc Energy, Mining & Utilities FA: Bank of America Merrill Lynch LA: Baker Botts; Cleary Gottlieb Steen & Hamilton; and Taft Stettinius & Hollister 7, Apr-18 DCT Industrial Trust Inc Prologis Inc Real Estate FA: Bank of America Merrill Lynch LA: Goodwin Procter 7,702 9-Apr-18 AveXis Inc Novartis AG Pharma, Medical & Biotech FA: Centerview Partners; and Goldman Sachs & Co LA: Cooley; and Cravath Swaine & Moore (Advising FA: Kirkland & Ellis; and Sullivan & Cromwell) 5, Apr-18 Sky Betting and Gaming Stars Group Inc Leisure FA: Goldman Sachs & Co; Lazard; and Rothschild LA: Freshfields Bruckhaus Deringer; and Stikeman Elliott FA: Deutsche Bank; Evercore; Goldman Sachs & Co; Morgan Stanley; and PJT Partners LA: Latham & Watkins; and Wachtell Lipton, Rosen & Katz (Advising FA: Cravath Swaine & Moore; and Weil Gotshal & Manges) FA: Bank of America Merrill Lynch; Evercore; and Robey Warshaw LA: Davis Polk & Wardwell; Freshfields Bruckhaus Deringer; and Shearman & Sterling FA: Barclays LA: Jones Day FA: JPMorgan LA: AZB & Partners FA: Morgan Stanley; and UBS Investment Bank LA: Linklaters FA: - LA: Fangda Partners FA: Goldman Sachs & Co LA: Akin Gump Strauss Hauer & Feld; and Bingham Greenebaum Doll (Advising FA: Sullivan & Cromwell; Advising Debt Provider: Weil Gotshal & Manges) FA: JPMorgan LA: Mayer Brown FA: Dyal Co LA: Freshfields Bruckhaus Deringer; and Hogan Lovells International FA: Morgan Stanley; PJT Partners; and Deutsche Bank LA: Blake, Cassels & Graydon; Gibson Dunn & Crutcher; and Osler, Hoskin & Harcourt

10 10 Global Overview League tables Top 10 Financial Advisors - Value Ranking April 2018 April 2017 April 2018 April 2017 Company name Value Deal count Value % Value change 1 1 Goldman Sachs & Co 132, , % 2 20 Evercore 107, ,891 1,454.9% 3 4 Morgan Stanley 90, , % 4 2 JPMorgan 80, , % 5 15 Centerview Partners 66, , % PJT Partners 64, Bank of America Merrill Lynch 62, , % 8 34 Sumitomo Mitsui Financial Group 62, ,971 2,000.4% 9 18 Deutsche Bank 62, , % Mizuho Financial Group 59, ,782.7% Top 10 Financial Advisors - Volume Ranking April 2018 April 2017 April 2018 April 2017 Company name Value Deal count Deal count Deal count change 1 6 Goldman Sachs & Co 132, Rothschild 23, Morgan Stanley 90, Evercore 107, JPMorgan 80, Barclays 51, PwC 1, Houlihan Lokey 1, Lazard 16, Citi 13, Top 10 Legal Advisors - Value Ranking April 2018 April 2017 April 2018 April 2017 Company name Value Deal count Value % Value change 1 22 Goodwin Procter 69, , % 2 11 Cravath, Swaine & Moore 67, , % 3 3 Wachtell, Lipton, Rosen & Katz 65, , % 4 2 Latham & Watkins 63, , % 5 43 Sidley Austin 61, ,894 1,160.3% 6 12 Weil Gotshal & Manges 61, , % 7 1 Skadden Arps Slate Meagher & Flom 61, ,442 0% 8 30 Morrison & Foerster 59, , % Pillsbury Winthrop Shaw Pittman 59, ,888.9% Potter Anderson & Corroon 58, ,543 2,217.9% Top 10 Legal Advisors - Volume Ranking April 2018 April 2017 April 2018 April 2017 Company name Value Deal count Deal count Deal count change 1 1 Kirkland & Ellis 29, Jones Day 31, Sullivan & Cromwell 54, DLA Piper 1, Latham & Watkins 63, Linklaters 8, Skadden Arps Slate Meagher & Flom 61, Morgan Lewis & Bockius 2, Goodwin Procter 69, Stikeman Elliott 11,

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12 12 US & Canada Part of the Acuris report on global M&A activity US & Canada

13 13 US & Canada US & Canada The year of the megadeal in North America marched on in April, as two super-sized transactions Sprint s 58.9bn merger with T-Mobile and Marathon Petroleum s 30.1bn acquisition of Andeavor contributed to a record total in M&A value for the month. Overall, there were 343 deals worth 174.8bn in the region, which is the highest aggregate value for any April on Mergermarket record and a 45.4% increase in value year-on-year (YoY). Private equity continued its strong run as well, nearly matching last April s total value, which was the highest for the month in a decade. Sprint s tie-up with T-Mobile pushed Telecommunications into the top spot for sector deal value. The announced merger is the second-largest deal of the year so far and has been arguably the most-discussed. Telecoms market experts warn that wireless customers could see their bills go up substantially as a result of the deal, and concerns about competition have led to speculation that antitrust authorities could attempt to block it. The companies argue that the entry of new wireless providers in recent years has created a more competitive marketplace. Industrials & Chemicals had the second-most value of any sector in April thanks to the Marathon-Andeavor deal, with 45.5bn in value spread across 62 transactions. Marathon s 30.1bn purchase of rival Andeavor creates the largest independent US oil refiner by capacity, with the ability to process around 3.1 million barrels per day. Demand for US refineries has risen overall as domestic shale output continues to grow. The related sector of Energy, Mining & Utilities stood in third place by value in April at 15.8bn from 24 transactions. More than half this total came from the latest in a series of megadeals in the power sector: gas and electric utility CenterPoint Energy s 8bn acquisition of peer company Vectren. Power providers are coping with lower margins as customers increase their energy efficiency, leading to consolidation across the country. The combined entity formed by the CenterPoint-Vectren deal will have operations in eight states in the South and Midwest and around seven million total customers. Looking at PE activity in April, there were 89 buyouts valued at 23.8bn in the month, which is 30 fewer deals than a year ago and just short of last year s value total of 23.9bn. A consortium made up of UKbased BC Partners and Canadian buyer Ontario Teachers Pension Plan executed the largest PE deal of the month a recapitalization of Canadian waste management company GFL Environmental in a transaction valued at 5.1bn. GFL had previously been considering an IPO to raise up to 783m. Exit activity declined substantially YoY last month in North America. There were 73 exits valued at 17.7bn, compared to 97 exits worth 34.6bn the same month last year. A decline was also seen in inbound M&A activity the inbound value of 17.7bn represented a 36.7% decrease YoY. Just two of the top 10 deals in the month were completed by foreign buyers, including Swiss pharmaceutical firm Novartis s 7.7bn acquisition of US-based gene therapy company AveXis, which is developing a treatment for the rare disorder spinal muscular atrophy. Domestic activity nearly doubled from a year ago, rising 91.4% to a total of 164.7bn. Further information Get in touch or read more Ezekiel Pfeifer Philip Segal

14 14 US & Canada 343 deals valued at 174.8bn, up 45.4% by value with 170 fewer deals compared to 513 deals worth 120.2bn in April Top Financial Advisor Goldman Sachs & Co ranked first with 28 deals worth 139.5bn, up 217.2% in value with 10 more deals compared to 18 deals worth 59.2bn in April Top Sector Telecommunications saw 3 deals valued at 59.2bn, compared to 1 deal with an undisclosed value in April Top Legal Advisor Cleary Gottlieb Steen & Hamilton ranked first with 5 deals worth 73.2bn, up 2,711.2% in value with 1 fewer deal compared to 6 deals worth 2.6bn in April Mergermarket.com

15 15 US & Canada US & Canada M&A trend US & Canada Private Equity trend 2,000 7, ,400 1,800 1, , ,200 1,400 5,000 1,000 Value (bn) 1,200 1, ,000 3,000 Number of deals Value (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 US & Canada Regional Trends Telecommunications Value: 59.2bn Number of deals: 3 Market share: 33.9% US 164.4bn 310 deals 94% Canada 10.5bn 33 deals 6% Industrials & Chemicals Value: 45.6bn Number of deals: 62 Market share: 26.1% Energy, Mining & Utilities Value: 15.8bn Number of deals: 24 Market share: 9% Pharma, Medical & Biotech Value: 13.6bn Number of deals: 45 Market share: 7.8% Real Estate Value: 11.2bn Number of deals: 3 Market share: 6.4% Domestic 164.7bn +91.4% Inbound 17.7bn -36.7% Outbound 63.9bn %

17 17 US & Canada Top deals Top 10 Announced Deals for April 2018 Value (m) Deal details Advisor details Announcement date Target Bidder Dominant sector Sell-side Buy-side 58, Apr-18 Sprint Corporation T-Mobile USA Inc Telecommunications FA: Centerview Partners; JPMorgan; Mizuho Financial Group; Raine Group; and Sumitomo Mitsui Financial Group LA: Goodwin Procter; Morrison & Foerster; Potter Anderson & Corroon; and Skadden Arps Slate Meagher & Flom (Advising FA: Pillsbury Winthrop Shaw Pittman; and Sidley Austin) 30, Apr-18 Andeavor Corporation Marathon Petroleum Corporation Industrials & Chemicals FA: Goldman Sachs & Co LA: Sullivan & Cromwell 8, Apr-18 Vectren Corporation CenterPoint Energy Inc Energy, Mining & Utilities FA: Bank of America Merrill Lynch LA: Baker Botts; Cleary Gottlieb Steen & Hamilton; and Taft Stettinius & Hollister 7, Apr-18 DCT Industrial Trust Inc Prologis Inc Real Estate FA: Bank of America Merrill Lynch LA: Goodwin Procter 7,702 9-Apr-18 AveXis Inc Novartis AG Pharma, Medical & Biotech 5, Apr-18 Federal-Mogul Tenneco FA: XMS Capital Partners LA: Winston & Strawn 5, Apr-18 Interval Leisure Group Marriott Vacations Worldwide Corporation 5, Apr-18 GFL Environmental BC Partners Limited; and Ontario Teachers' Pension Plan Leisure Industrials & Chemicals FA: Centerview Partners; and Goldman Sachs & Co LA: Cooley; and Cravath Swaine & Moore (Advising FA: Kirkland & Ellis; and Sullivan & Cromwell) FA: Goldman Sachs & Co; Moelis & Company LA: Baker Botts; Fried Frank Harris Shriver & Jacobson; O Melveny & Myers; and Paul Weiss Rifkind Wharton & Garrison FA: Barclays; BMO Capital Markets; CIBC World Markets; Goldman Sachs & Co; RBC Capital Markets; Macquarie Group Limited LA: Cleary Gottlieb Steen & Hamilton; Stikeman Elliott 3, Apr-18 Quality Care Properties Welltower Real Estate FA: Goldman Sachs & Co; and Lazard LA: Paul Weiss Rifkind Wharton & Garrison; and Wachtell Lipton Rosen & Katz 3,240 9-Apr-18 Verifone Systems Verifone Consortium Technology FA: Qatalyst Group LA: Sullivan & Cromwell FA: Deutsche Bank; Evercore; Goldman Sachs & Co; Morgan Stanley; and PJT Partners LA: Latham & Watkins; and Wachtell Lipton, Rosen & Katz (Advising FA: Cravath Swaine & Moore; and Weil Gotshal & Manges) FA: Barclays LA: Jones Day FA: Goldman Sachs & Co LA: Akin Gump Strauss Hauer & Feld; and Bingham Greenebaum Doll (Advising FA: Sullivan & Cromwell; Advising Debt Provider: Weil Gotshal & Manges) FA: JPMorgan LA: Mayer Brown FA: Dyal Co LA: Freshfields Bruckhaus Deringer; and Hogan Lovells International FA: Barclays LA: Kirkland & Ellis; Mayer Brown; Shearman & Sterling; and Simpson Thacher & Bartlett FA: JPMorgan LA: Kirkland & Ellis; and Sullivan & Cromwell FA: Citi; Scotiabank LA: Osler, Hoskin & Harcourt; and Simpson Thacher & Bartlett FA: Barclays LA: Gibson Dunn & Crutcher; and Shumaker Loop & Kendrick FA: Barclays; Credit Suisse; and RBC Capital Markets LA: Kirkland & Ellis

18 18 US & Canada League tables Top 11 Financial Advisors - Value Ranking April 2018 April 2017 April 2018 April 2017 Company name Value Deal count Value % Value change 1 1 Goldman Sachs & Co 139, , % 2 5 Morgan Stanley 123, , % 3 13 Evercore 108, ,628 1,536.2% PJT Partners 105, Barclays 95, , % 6 2 JPMorgan 85, , % 7 12 Deutsche Bank 68, , % 8 7 Centerview Partners 66, , % 9= 57 Mizuho Financial Group 58, ,578.4% 9= 51 Raine Group 58, ,036.2% Top 10 Financial Advisors - Volume Ranking April 2018 April 2017 April 2018 April 2017 Company name Value Deal count Deal count Deal count change 1 2 Goldman Sachs & Co 139, Barclays 95, Evercore 108, Morgan Stanley 123, JPMorgan 85, Houlihan Lokey Jefferies 12, Citi 10, RBC Capital Markets 11, Lazard 10, = 31 Sumitomo Mitsui Financial Group 58, ,790 3,193.0% Top 10 Legal Advisors - Value Ranking April 2018 April 2017 April 2018 April 2017 Company name Value Deal count Value % Value change 1 49 Cleary Gottlieb Steen & Hamilton 73, ,604 2,711.2% 2 6 Simpson Thacher & Bartlett 72, , % 3 15 Goodwin Procter 69, , % 4 2 Wachtell, Lipton, Rosen & Katz 69, , % 5 3 Fried Frank Harris Shriver & Jacobson 68, , % 6 7 Cravath, Swaine & Moore 67, , % 7 5 Latham & Watkins 63, , % 8 40 Sidley Austin 62, ,039 1,969.4% 9 1 Skadden Arps Slate Meagher & Flom 60, , % Morrison & Foerster 59, ,935 2,968.5% Top 10 Legal Advisors - Volume Ranking April 2018 April 2017 April 2018 April 2017 Company name Value Deal count Deal count Deal count change 1 1 Kirkland & Ellis 36, Jones Day 35, DLA Piper 1, Sullivan & Cromwell 58, Simpson Thacher & Bartlett 72, Cooley 9, Morgan Lewis & Bockius 2, Goodwin Procter 69, Latham & Watkins 63, Wachtell, Lipton, Rosen & Katz 69,

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 M&A volume and value in Latin America have gone in very different directions this month. At 9.3bn, April was up 153.2% compared with the same month last year. However, there was a 34% drop off in volume with only 29 deals being announced compared with 44 in April The big story in Latin American M&A this month (and indeed since March) has been the return of big money deals to Brazil. This month witnessed transactions worth 7.2bn in Latin America s largest economy this translated into a 77.8% market share of all deal value across the region. The most notable ongoing deal in the country is the tussle between Italian energy distributor Enel and Brazilian rival Neoenergia for control of power distribution company Eletropaulo. The European giants are currently offering 2.5bn for the firm while the South American group is looking to pay 1.9bn. Outside the energy arena, the next highest-value deal of the month, coming in at 1.7bn, saw Brazilian educational company Kroton Educacional acquire a 73.35% stake in its rival Somos Educação. These deals come at a time of heightened uncertainty as the country faces an unpredictable presidential election in October. Yet, despite this volatility, Brazil s economy is on the rise, providing a platform for this flurry of higher priced deals. According to the International Monetary Fund (IMF) s World Economic Outlook, published in April, Brazil s economy will grow by 2.35% in 2018 up from an earlier estimate of 1.9%. The organization attributed the country s growth to strong private consumption and investment and expects further economic expansion in 2019, with the country set to reach 2.5%. Other Latin American countries that experienced an uplift in M&A value (if not volume) in April include Chile, Peru, and Panama. The latter is particularly intriguing as it was the republic s only deal of the month and still managed to make the top 10 (landing at number six). The transaction saw Japanese conglomerate Itochu buy a 70% share in Toyota distribution company Ricardo Perez for 300m. Given the battle between Enel and Neoenergia, it s not entirely surprising that Energy, Mining & Utilities was, by some distance, the top-ranked sector with eight deals worth 5.6bn. Half of the top 10 deals this month took place in the sector. Meanwhile, private equity buyouts in the region have followed the same trajectory as more traditional M&A lower volume and higher value. The year to date has witnessed 12 buyouts worth a collective 586m. This is four deals down on the same period last year but an uplift of 14% in value. In terms of cross-border/domestic deal splits, the news is encouraging all sections (inbound, outbound, and domestic) are up on the same period in Whether the upturn in dealmaking fortunes can continue will depend largely on the stability of Brazil s economy and the ongoing growth in more robust economies such as Chile and Peru. Further information Get in touch or read more Nick Cheek Elizabeth Lim

21 21 C&S America 29 deals valued at 9.3bn, up 153.2% by value with 15 fewer deals compared to 44 deals worth 3.7bn in April Top Financial Advisor Morgan Stanley ranked first with 2 deals worth 3.3bn, compared to 0 deals in April Top Sector Energy, Mining & Utilities saw 8 deals valued at 5.6bn, up 182.4% by value with 3 fewer deals compared to 11 deals worth 2bn in April Top Legal Advisor Linklaters ranked first with 2 deals worth 2bn, compared to 0 deals in April Mergermarket.com

22 22 C&S America C&S America M&A trend C&S America Private Equity trend Value (bn) YTD Number of deals Value (bn) m 3 YTD Number of deals 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 Value: 5.6bn Number of deals: 8 Market share: 60.4% Brazil 7.2bn 16 deals 77.8% Panama 300m 1 deal 3.2% Chile 392m 4 deals 4.2% Business Services Value: 1.7bn Number of deals: 4 Market share: 18.5% Industrials & Chemicals Value: 1.3bn Number of deals: 5 Market share: 13.6% Consumer Value: 495.5m Number of deals: 6 Market share: 5.3% Colombia 16m 2 deals 0.2% Domestic 3.8bn % Inbound 4.2bn % Guatemala 178m 2 deals 1.9% Argentina 970m 3 deals 10.5% Peru 200m 1 deal 2.2% Financial Services Value: 174.6m Number of deals: 2 Market share: 1.9% Outbound 1bn %

24 24 C&S America Top deals Top 10 Announced Deals for April 2018 Value (m) Deal details Advisor details Announcement date Target Bidder Dominant sector Sell-side Buy-side 2, Apr-18 AES Eletropaulo Enel SpA Energy, Mining & Utilities FA: - 1,938 5-Apr-18 AES Eletropaulo Energisa SA Energy, Mining & Utilities FA: - 1, Apr-18 SOMOS Educacao SA (73.35% stake) Kroton Educacional SA Business Services FA: - 1, Apr-18 Whirlpool Corporation (Embraco compressor business) Apr-18 Shell Compania Argentina De Petroleo SA; and Energia Compania Argentina de Petroleo SA Nidec Corporation Industrials & Chemicals FA: - Raizen Energia SA Energy, Mining & Utilities FA: Apr-18 Ricardo Perez SA (70% stake) Itochu Corporation Consumer FA: Apr-18 Cumbres Andinas SA (40% stake) Inversiones Alxar SA Energy, Mining & Utilities FA: Apr-18 Compania Minera Quebrada Blanca SA (13.5% stake) Apr-18 Euroamerica Seguros de Vida SA (Group life and health insurances, individual life insurance business); and EuroAmerica Administradora General de Fondos Apr-18 Comercializadora y Distribuidora Los Volcanes SA Teck Resources Limited Energy, Mining & Utilities FA: - Zurich Insurance Group Ltd Financial Services FA: - Coca-Cola FEMSA SAB de CV Consumer FA: - FA: Morgan Stanley FA: Citi LA: Stocche Forbes Advogados; and Veirano Advogados FA: - FA: JPMorgan LA: Machado Meyer Sendacz e Opice; and Sidley Austin FA: - LA: Barbosa, Mussnich & Aragao FA: - FA: Evercore Inc LA: Philippi Prietocarrizosa, Ferrero DU & Uria; and Simpson Thacher & Bartlett FA: Evercore LA: Bruchou Fernandez Madero & Lombardi; Creel Garcia-Cuellar, Aiza y Enriquez SC; Latham & Watkins; and Simpson Thacher & Bartlett FA: - LA: Carey y Cia FA: - LA: Willkie Farr & Gallagher

25 25 C&S America League tables Top 12 Financial Advisors - Value Ranking April 2018 April 2017 April 2018 April 2017 Company name Value Top 10 Legal Advisors - Value Ranking April 2018 April 2017 April 2018 April 2017 Company name Value Deal count Deal count Value Value % Value change 1 - Morgan Stanley 3, Citi 3, % 3 1 Banco Itau BBA 1, , % 4 7 JPMorgan 1, % 5= - Jefferies = - Rabobank = - Evercore = - Rothschild Econsult = 21 ALANTRA = - Greenhill & Co = - Translink Corporate Finance % Value change 1 - Linklaters 2, = 12 Stocche Forbes Advogados 1, % 2= 61 Veirano Advogados 1, = 26 Cleary Gottlieb Steen & Hamilton 1, ,730.5% 4= 13 Machado Meyer Sendacz e Opice 1, % 4= - Sidley Austin 1, = 54 Lefosse Advogados = 31 Morgan Lewis & Bockius ,450.0% 7= 10 Pinheiro Neto Advogados % Barbosa, Mussnich & Aragao Top 12 Financial Advisors - Volume Ranking April 2018 April 2017 April 2018 April 2017 Company name Value Top 10 Legal Advisors - Volume Ranking April 2018 April 2017 April 2018 April 2017 Company name Value Deal count Deal count Deal count change 1 - Morgan Stanley 3, Citi 3, Banco Itau BBA 1, JPMorgan 1, = - Jefferies = - Rabobank = - Evercore = - Rothschild Econsult = 21 ALANTRA = - Greenhill & Co = - Translink Corporate Finance Deal count Deal count Deal count change 1 - Linklaters 2, Willkie Farr & Gallagher = 9 Stocche Forbes Advogados 1, = 61 Veirano Advogados 1, = 28 Cleary Gottlieb Steen & Hamilton 1, = 18 Machado Meyer Sendacz e Opice 1, = - Sidley Austin 1, = 54 Lefosse Advogados = 32 Morgan Lewis & Bockius = 8 Pinheiro Neto Advogados

26 26 Europe Part of the Acuris report on global M&A activity Europe

27 27 Europe Europe The European economy saw the weakest growth in 18 months, potentially indicating a slowdown in the region. However, European M&A activity in April tells a different story. The activity in April saw robust figures (97.3bn, 319 deals) recording the second highest aggregate monthly deal value for the region since June 2017 (140.7bn, 795 deals). This puts it behind only March 2018 (161.3bn, 493 deals). The majority of the value invested in the region came from foreign dealmakers, who used 64.3bn to target 65 European entities, thus making up 66% of the total deal value in the region. The inbound deal value has thus seen an increase versus the same period last year, which accounted for 30.1bn across 116 deals. As such, with a potentially unfortunate trade war looming, large foreign dealmakers could be looking to M&A to safeguard their positions in Europe. One of the big drivers of the heightened deal value in April was a handful of large deals targeting the UK, which meant the UK recorded its second highest April deal value total on Mergermarket record (64.8bn, 73 deals). This puts its only behind April 2015 s totals (91.6bn, 109 deals). The UK s activity in April has thus continued its trajectory from the previous months, resulting in the second-best YTD figure on Mergermarket record behind 2015 (157.8bn, 462 deals). As such the UK became top dog in Europe, recording 66.6% of the total deal value and 22.9% of the deal count in April, doubling its market share in deal value from the same period last year, which saw 19.6bn targeting the region. The second most targeted country in Europe was Germany, which saw 8.2bn across 42 deals, followed by France which saw 3.9bn across 38 deals. The Media sector saw itself as the main protagonist in this month s M&A landscape as the Comcast Corporation made an official tender offer to acquire Sky for 40.7bn. Overall, Media saw 40.9bn invested into it across 16 deals, making it the top sector by value for the month. The Comcast offer valued Sky at 40.7bn from an offer price of 12.5 per share, a substantial increase from the 2016 offer from Twenty-First Century Fox who wanted to buy the remaining stake in Sky for a share price of per share, though both deals are still ongoing. The aforementioned Sky-Comcast deal wasn t the only deal Sky was involved in this month. The Canada-based online gaming company, Stars Group, made a bid to acquire Sky Betting and Gaming for 5.6bn from CVC Capital Partners and Sky. The sale could potentially give CVC Capital Partners a hefty exiting return, as they acquired their 80% stake from Sky in 2014 for 941m. Private equity (PE) activity in April saw 4.4bn invested across 56 buyout deals, a dip from the same period last year, which saw 6bn invested across 120 deals. However, this year s April figures represented a large decrease from the March 2018 figures (24.2bn, 102 deals). A similar picture can be painted when looking at PE exits, which recorded 18.8bn over 76 deals in April last year, which is a significantly higher than the 10.9bn obtained from settling 48 deals this past month. However, April 2018 did record a 34.6% increase in deal value obtained from exits compared to March this year (8.1bn, 61 deals). While larger economic data might be pointing to a slight slowdown in the European economy, policymakers remain confident that annual European growth will see an upswing. From looking at M&A data, it seems that dealmakers are of the same opinion and are confident that the continent will continue to prosper. Further information Get in touch or read more Frederik Lyng Pedersen

28 28 Europe 319 deals valued at 97.3bn, up 47.9% by value with 279 fewer deals compared to 598 deals worth 65.7bn in April Top Financial Advisor Morgan Stanley ranked first with 10 deals worth 65.1bn, compared to 8 deals worth 19.6bn in April Top Sector Media saw 16 deals valued at 40.9bn, up 652x by value with 3 fewer deals compared to 19 deals worth 617m in April Top Legal Advisor Freshfields Bruckhaus Deringer ranked first with 10 deals worth 58.5bn, compared to 14 deals worth 21bn in April Mergermarket.com

29 29 Europe Europe M&A trend Europe Private Equity trend 1,000 8, , , ,400 Value (bn) ,000 5,000 4,000 3,000 2,000 Number of deals Value (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 Media Value: 40.9bn Number of deals: 16 Market share: 42% United Kingdom 64.8bn 73 deals 66.6% Spain 3.7bn 10 deals 3.8% France 3.9bn 28 deals 4% Consumer Value: 10.4bn Number of deals: 47 Market share: 10.7% Pharma, Medical & Biotech Value: 7.9bn Number of deals: 24 Market share: 8% Leisure Value: 7.1bn Number of deals: 20 Market share: 7.3% Germany 8.2bn 42 deals 8.4% Sweden 3.2bn 13 deals 3.3% Industrials & Chemicals Value: 6.3bn Number of deals: 61 Market share: 6.5% Domestic 33.1bn -7.41% Inbound 64.3bn % Outbound 19bn +56.2%

31 31 Europe Top deals Top 10 Announced Deals for April 2018 Value (m) Deal details Advisor details Announcement date Target Bidder Dominant sector Sell-side Buy-side 40, Apr-18 Sky Plc Comcast Corporation Media FA: Barclays; Morgan Stanley; and PJT Partners 10, Apr-18 ASDA Group Limited J Sainsbury Plc Consumer FA: Rothschild LA: Gibson Dunn & Crutcher; and Slaughter and May 5, Apr-18 Sky Betting and Gaming Stars Group Inc Leisure FA: Goldman Sachs & Co; Lazard; and Rothschild LA: Freshfields Bruckhaus Deringer; and Stikeman Elliott 4, Apr-18 Merck KGaA (Consumer health business) Procter & Gamble Company Pharma, Medical & Biotech 3, Apr-18 Direct Energie SA Total SA Energy, Mining & Utilities FA: Rothschild LA: Bredin Prat 3,114 5-Apr-18 Hispania Activos Inmobiliarios SOCIMI SA (83.44% stake) 2, Apr-18 Shire Plc (Oncology business) Les Laboratoires Servier SAS Pharma, Medical & Biotech 2, Apr-18 Bayer AG (Additional crop science business) FA: goetzpartners; and JPMorgan LA: Freshfields Bruckhaus Deringer Blackstone Group LP Real Estate FA: Goldman Sachs & Co; JPMorgan; and UBS Investment Bank LA: Freshfields Bruckhaus Deringer; and Uria Menendez FA: - LA: Davis Polk & Wardwell BASF SE Industrials & Chemicals FA: Bank of America Merrill Lynch; and Credit Suisse LA: Baker McKenzie; Cohen & Grigsby; Dentons; Noerr; Redeker Sellner Dahs & Widmaier; and Sullivan & Cromwell 2, Apr-18 Fidessa Group Plc ION Investment Group Limited Technology FA: - 2,021 1-Apr-18 Victoria Park AB Starwood Capital Group Real Estate FA: Handelsbanken Capital Markets FA: Bank of America Merrill Lynch; Evercore; and Robey Warshaw LA: Davis Polk & Wardwell; Freshfields Bruckhaus Deringer; and Shearman & Sterling FA: Morgan Stanley; and UBS Investment Bank LA: Linklaters FA: Morgan Stanley; PJT Partners; and Deutsche Bank LA: Blake, Cassels & Graydon; Gibson Dunn & Crutcher; and Osler, Hoskin & Harcourt FA: - LA: Jones Day FA: Lazard; and Societe Generale LA: Cleary Gottlieb Steen & Hamilton FA: Morgan Stanley LA: Kirkland & Ellis; and Osler, Hoskin & Harcourt FA: Lazard LA: Baker McKenzie FA: - FA: UBS Investment Bank FA: Carnegie Investment Bank; and Pangea Property Partners LA: Linklaters

32 32 Europe League tables Top 10 Financial Advisors - Value Ranking April 2018 April 2017 April 2018 April 2017 Company name Value Deal count Value % Value change 1 3 Morgan Stanley 65, , % 2 - PJT Partners 46, Barclays 46, ,100 2,099.3% 4 5 Bank of America Merrill Lynch 45, , % 5 25 Evercore 42, ,302 3,145.1% 6 - Robey Warshaw 40, Goldman Sachs & Co 27, , % 8 2 Rothschild 22, , % 9 13 UBS Investment Bank 17, , % Lazard 14, , % Top 10 Financial Advisors - Volume Ranking April 2018 April 2017 April 2018 April 2017 Company name Value Deal count Deal count Deal count change 1 1 Rothschild 22, Goldman Sachs & Co 27, PwC 1, Morgan Stanley 65, Lazard 14, UniCredit Group EY Deloitte KPMG Bank of America Merrill Lynch 45, Top 10 Legal Advisors - Value Ranking April 2018 April 2017 April 2018 April 2017 Company name Value Deal count Value % Value change 1 1 Freshfields Bruckhaus Deringer 58, , % 2 6 Davis Polk & Wardwell 43, , % 3 49 Shearman & Sterling 40, ,285 3,068.0% 4 4 Linklaters 16, , % 5 99 Gibson Dunn & Crutcher 15, ,145.4% 6 13 Kirkland & Ellis 14, , % 7 27 Osler, Hoskin & Harcourt 13, , % 8 8 Sullivan & Cromwell 11, , % 9 14 Slaughter and May 10, , % 10 - Stikeman Elliott 9, Top 10 Legal Advisors - Volume Ranking April 2018 April 2017 April 2018 April 2017 Company name Value Deal count Deal count Deal count change 1 21 Kirkland & Ellis 14, Freshfields Bruckhaus Deringer 58, Linklaters 16, Allen & Overy 2, Roschier Jones Day 4, Gleiss Lutz 2, DLA Piper 1, CMS Gibson Dunn & Crutcher 15,

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 M&A activity in the Middle East & Africa (MEA) amounted to a total of 1bn in April, the lowest monthly value so far this year. However, on a year-to-date (YTD) basis, 98 deals worth 16.3bn have been announced, rendering the first four months as the third best in terms of value since Dealmaking in the UAE continues to perform well, with four deals worth 285m announced in April, making it the region s second best performer by value following the 272m takeover of equipment rental services company Byrne. This was the second largest deal targeting the MEA region during April. M&A in the UAE is likely to continue to be active, with the GCC country becoming a regional hub for foreign investors who are looking at Africa with renewed interest, according to panelists at the Acuris MENA Mergers conference. This is because Dubai, the country s financial capital, offers a wellregulated business environment paired with enough logistical means for private equity players, investment bankers and the like to easily scout potential targets in nearby economies. Oman, another GCC member, ranked first in terms of deal value in the region in April with 329m, a total that can be attributed to the sale of a 17% stake on the Mukhaizna oil field by Shell to Indian Oil Corporation. Following a turbulent few months politically, South African M&A is picking up. Two deals worth 276m were announced last month, which is already ahead of the 205m recorded in the first quarter of the year (11 deals). This ranks South Africa as the third best regional performer in terms of value in April. The largest transaction was for a 67% stake in construction company Murray & Roberts bought by German-based investment firm ATON. Inbound activity has kept up the pace seen in previous months, with 10 deals worth 1bn being announced, just shy of the 1.4bn and 1.3bn seen in January and February respectively. The most active countries investing into MEA were India, with the aforementioned 329m oil field stake acquisition, followed by Hong Kong with 272m attributable to the UAE s Byrne deal, and finally Germany with 264m invested in South African firm Murray & Roberts. Sector-wise, Energy, Mining & Utilities has been the best performer by value yet again with 337m across two deals, followed by Financial Services, which recorded 272m attributable to UAE s Byrne deal. Construction ranked third with 264m, propelled by the Murray & Roberts deal. Industrials & Chemicals, a historical top performer in the region, saw investments of only 13m during April, and only 316m on a YTD basis. This slowdown could be partly attributable to the trade concerns raised by the US in recent months, prompting dealmakers in the Industrials & Chemicals sector to hold M&A plans until the situation is resolved. Further information Get in touch or read more Mohamed Rais

35 35 Middle East & Africa 14 deals valued at 1bn, down 40.4% by value with 17 fewer deals compared to 31 deals worth 1.7bn in April Top Financial Advisor Rothschild ranked first with 1 deal worth 329m, compared to 3 deals worth 279m in April Top Sector Energy, Mining & Utilities saw 2 deals valued at 337m, down 15.2% by value with 5 fewer deals compared to 7 deals worth 400m in April Top Legal Advisor Clifford Chance ranked first with 1 deal worth 272m, compared to 0 deals in April Mergermarket.com

36 36 Middle East & Africa Middle East & Africa M&A trend Middle East & Africa Private Equity trend Value (bn) YTD Number of deals Value (bn) m 342m YTD Number of deals 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 Value: 337m Number of deals: 2 Market share: 32.6% Oman 329m 1 deal 31.8% Israel 137m 4 deals 13.2% South Africa 276m 2 deals 26.7% Financial Services Value: 272m Number of deals: 1 Market share: 26.3% Construction Value: 264m Number of deals: 1 Market share: 25.5% Technology Value: 143m Number of deals: 2 Market share: 13.8% Domestic 12m -98.8% Inbound 1bn +34.4% United Arab Emirates 285m 4 deals 27.5% Industrials & Chemicals Value: 13m Number of deals: 2 Market share: 1.2% Outbound 336m -98.1%

38 38 Middle East & Africa Top deals Top 9 Announced Deals for April 2018 Value (m) Deal details Advisor details Announcement date Target Bidder Dominant sector Sell-side Buy-side Apr-18 Mukhaizna Oil Field (17% stake) Indian Oil Corporation (IOC) Energy, Mining & Utilities FA: Rothschild Apr-18 Byrne Equipment Rental CITIC Limited; VPower Group International Holdings Limited; and Sheikh Hamad Al Sulaiman (Private investor) Apr-18 Murray & Roberts Holdings Limited (66.93% stake) Financial Services FA: - ATON GmbH Construction FA: Deutsche Bank LA: Webber Wentzel Apr-18 Cyber Secdo Ltd Palo Alto Networks Inc Technology FA: Apr-18 Applitools Ltd Sierra Ventures; Magma Venture Partners; OpenView Venture Partners; La Maison; and iangels Crowd Ltd Technology FA: Apr-18 Frigoglass Jebel Ali FZCO ATG Investments Limited Industrials & Chemicals FA: Apr-18 AccTech Systems Proprietary Limited; and Dynamics Africa Services Proprietary Limited 8 23-Apr-18 Oryx Petroleum Corporation Limited (Haute Mer B exploration license offshore Congo (Brazzaville)) (30% stake) 4Sight Holdings Limited Technology FA: - Total SA Energy, Mining & Utilities FA: Apr-18 MAN Properties Real estate Consultants Ltd CBRE Group Inc Real Estate FA: - FA: - FA: - LA: Clifford Chance FA: Macquarie Group LA: Bowmans; and Hengeler Mueller FA: - FA: - FA: - FA: Arbor Capital FA: - FA: -

39 39 Middle East & Africa League tables Top 5 Financial Advisors - Value Ranking April 2018 April 2017 April 2018 April 2017 Company name Value Deal count Value % Value change 1 6 Rothschild % 2= - Deutsche Bank = - Macquarie Group Arbor Capital Barclays % Top 5 Financial Advisors - Volume Ranking April 2018 April 2017 April 2018 April 2017 Company name Value Deal count Deal count Deal count change 1 1 Rothschild = - Deutsche Bank = - Macquarie Group Arbor Capital Barclays Top 6 Legal Advisors - Value Ranking April 2018 April 2017 April 2018 April 2017 Company name Value Deal count Value % Value change 1 - Clifford Chance = 13 Bowmans % 2= - Hengeler Mueller = 9 Webber Wentzel % 5= - Ashurst = - Dentons Top 6 Legal Advisors - Volume Ranking April 2018 April 2017 April 2018 April 2017 Company name Value Deal count Deal count Deal count change 1 - Clifford Chance = 14 Bowmans = - Hengeler Mueller = 2 Webber Wentzel = - Ashurst = - Dentons