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Monthly M&A InsIder(2)

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					A mergermArket report on globAl m&A Activity

Monthly M&A InsIder
December 2009                                  AmericAS
CONTENTS


introDUction                                                                       3
  nortH AmericAn m&A                                                                4
  rUSSiAn bAnking Sector: SoUrceS ScepticAl AboUt
  conSoliDAtion proSpectiveS                                                        6
  tele2 continUeS mArcH eAStWArDS DeSpite recent
  ‘interStellAr’ SetbAck                                                            8

nortH AmericA                                                                      10
lAtin AmericA                                                                      24




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     INTrOduCTION


03
     Abu dHAbI’S CHrISTMAS prESENT TO
     dubAI WOrld

     Encouragingly, there was a rise in deal valuations in November    payments on $26bn in debt held by state-owned conglomerate
     compared to the preceding month in the uK, with the combined      dubai World. This panic has been eased considerably by oil
     value of all M&A transactions for the fourth quarter already up   rich Abu dhabi’s sovereign wealth fund, who agreed to inject
     to €22.6bn, compared to a combined value for all M&A in the       $10bn to aid it’s more ostentatious neighbour which slid close
     uK of €10.8bn the quarter before.                                 to default following issues stemming from property developer
                                                                       Nakheel, which is owned by dubai World. However, the debate
     Similarly in North America, Q4 09 is signalling a slight
                                                                       rages on as to the damage done to dubai’s reputation, while
     turnaround in deal valuations, with the last quarter’s total
                                                                       the remaining $22bn in debts still remains outstanding.
     already exceeding Q3 aggregated investments by $5bn. This
     has primarily been driven by a raft of mega-deals of late, such   mergermarket are pleased to offer you the december edition
     as the recent announcement that ExxonMobil Corporation will       of Monthly M&A Insider, a publication which provides you with
     acquire XTO Energy Inc for uS$40.4bn.                             features by mergermarket journalists, deals of the month,
                                                                       potential activity and deal drivers. We hope you continue to find
     And although both regions will continue to face difficulties in
                                                                       it useful.
     2010, it is dubai which is stealing the headlines this month.
                                                                       By Anna henderson, remark
     Three weeks of market turmoil followed after dubai froze




     head of research – Elias latsis                                   north America – Yasmin Salfati
                                                                       latin America – Jennifer ruiz
     editor – Anna Henderson

     For advertising opportunities contact:
     erik Wickman
     tel: 001 212 6863329
     erik.wickman@mergermarket.com




                                                                                                                     Monthly M&A report
     INTrOduCTION /



     NOrTH AMErICAN M&A


04
     A revIeW of the yeAr’s leAdIng sectors: IN THE FIrST HAlF OF 2009, THrEE SECTOrS TOppEd THE
     CHArTS IN TErMS OF AGGrEGATE M&A dEAl vAluE: HEAlTHCArE ANd lIFE SCIENCES, WITH 118 dEAlS
     WOrTH uS$165bN; FINANCIAl SErvICES, WITH 172 dEAlS WOrTH uS$68.5bN; ANd ENErGY, WITH 104 dEAlS
     WOrTH uS$52.3bN. THE SECONd HAlF OF THE YEAr IS COMING TO A ClOSE WITH SIGNIFICANTlY lOWEr
     dEAl vAluES IN THESE SECTOrS, WITH THE EXCEpTION OF ENErGY, WHICH rECEIvEd A MAJOr bOOST IN
     MId-dECEMbEr THANKS TO EXXONMObIl COrpOrATION’S uS$40.4bN ACQuISITION OF XTO ENErGY INC.

     Healthcare and life Sciences deal value in H2 has fallen             december has also brought a wave of strategic mergers,
     roughly 83% to uS$27.6bn, while Financial Services deal value        most of which fall in the mid-market range, to the biotech
     has dropped by about 73% to uS$18.5bn. but H1 figures in both        and pharmaceutical industries. Cubist pharmaceuticals,
     of these sectors were grossly inflated: the Merck-Schering           for example, recently announced its acquisition of Calixa
     plough, pfizer-Wyeth and roche-Genentech mergers together            Therapeutics, a uS$93m deal that allows Cubist to obtain
     amount to an astounding uS$151.5bn, while high-profile bank          certain drug development rights owned by Calixa, a uS-based
     bailouts, including the Treasury’s uS$25bn investment into           drug developer focused on antibiotics. uS-based Celgene
     Citigroup, made up the bulk of Financial Services deal value         Corporation also announced a strategic acquisition earlier
     in this period. Thus, H2’s significantly lower deal value is not     in the month with its uS$640m purchase of Gloucester
     necessarily surprising, and it should not overshadow the fact        pharmaceuticals Inc.
     that deal volume in all three of these sectors has been on the
                                                                          Medical device companies are consolidating at a fast pace
     rise in the past six months. Indeed, the leading sectors in the
                                                                          as well. uS-based Stryker Corporation illustrates this quite
     first half of the year have remained at the forefront in terms of
                                                                          clearly, announcing two acquisitions this december. First,
     overall M&A volume thanks to industry-specific drivers that are
                                                                          Stryker announced its uS$525m acquisition of Ascent
     set to keep M&A activity strong throughout 2010.
                                                                          Healthcare Solutions Inc., which it bought from purchased from
                                                                          roundTable partners, and later in the month announced its
     HEAlTHCArE ANd lIFE SCIENCES KEEpS                                   plans to acquire orthopedics-focused Ostimed Corporation for
     up TO SpEEd                                                          uS$67m.
     In the Healthcare and life Sciences industry, competition in
     distinct subsectors has been the driving force behind most           FINANCIAl SErvICES SECTOr: SMAllEr plAY-
     mergers, which have increased in volume from 118 deals in            ErS KEEp dEAl vOluME HIGH
     H1 to 126 deals in H2 so far. looming patent expirations in the
                                                                          As is the case in the Healthcare and life Sciences industry,
     pharmaceutical space have caused many companies to bulk up
                                                                          a string of unusually large transactions in the first half of the
     their offerings, while the push for updated, digitized information
                                                                          year make the recent decline in M&A value seem inevitable.
     management systems has driven consolidation among the
                                                                          but also like the Healthcare and life Sciences space, this
     IT service providers to the healthcare industry. On top of
                                                                          decrease in value is coupled with an increase in deal volume
     this, North America’s aging population is expected to place
                                                                          driven by a very specific set of drivers, including distress in
     enormous demand on medical device and drug companies,
                                                                          the uS banking industry and heightened competition in the
     making these businesses prime targets in recent months.
                                                                          asset management space.
     These drivers are alive and well in recent activity. Tech-savvy,
                                                                          Companies in the mid-market range can be credited with
     IT-focused companies have produced some major buyouts
                                                                          boosting Financial Services deal volume over the past
     in recent weeks, attracting particular interest from financial
                                                                          several months, which has increased by about 12% from
     buyers. last month saw the uS$5.1bn acquisition of uS-based
                                                                          172 deals in H1 to 193 deals in H2. While the first half of
     IMS Health, an information solutions company servicing
                                                                          the year was characterized by deals involving the industry’s
     healthcare providers, by the Canada pension plan Investment
                                                                          giants, M&A in the second half of the year is dominated by
     board and uS-based private equity firm TpG Capital, followed
                                                                          the smaller firms, starting with the uS$290m acquisition
     by Francisco partners’ uS$117m acquisition of QuadraMed
                                                                          of Anchor banCorp Wisconsin by badger Anchor Holdings
     Corporation, a uS-based healthcare IT provider that develops
                                                                          and uMb bank’s acquisition of American National bank’s
     software and services for hospitals throughout the uS,
                                                                          corporate trust division.
     announced in early december.
                                                                                                                        Monthly M&A report
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     NOrTH AMErICAN M&A




05
     The deals that followed shortly behind reveal the lingering         The enormous price tag attached to ExxonMobil’s purchase of
     impact of the financial crisis, with regional banks replacing       XTO Energy has naturally placed this particular acquisition in
     global banks as the most common troubled targets. For               the spotlight, but it is worth noting that this is in fact just one
     example, Greater Atlantic bank, which has assets of about           of several significant, albeit smaller, recent mergers in the
     uS$203m, was acquired by Sonabank this month after going into       industry. last month, uS-based denbury resources announced
     receivership in October. benchmark bank, with assets of about       its uS$4bn acquisition of Encore Acquisition Company, a uS-
     uS$179m, also went into receivership before being acquired by       based oil and natural gas company. Months earlier in August,
     Mb Financial bank NA this month. In a similar vein, the State       baker Hughes announced its uS$5.5bn acquisition of bJ
     bank and Trust Co. acquired two banks in receivership under the     Services Company.
     FdIC: buckhead Community bank in the South, after it was shut
                                                                         Growth and geographical expansion are the common
     down by the Georgia department of banking and Finance, and
                                                                         denominators in most of the industry’s recent transactions.
     then First Security National bank.
                                                                         This has been particularly important to Asian buyers, who have
     Not all M&A in the Financial Services sector shows signs of         been key players in the M&A landscape during the second
     distress, however. The asset management industry is seeing          half of 2009. In November, China Investment Corporation (CIC)
     healthier strategic M&A activity following uS-based asset           announced its plans to acquire a 15% stake in AES Corporation,
     manager blackrock’s uS$13.6bn acquisition of barclays Global        the uS-based power company. The previous August, another
     Investors (bGI) earlier in the year. The blackrock-bGI merger       Chinese bidder, petroChina Company limited, agreed to acquire
     created the world’s largest asset manager and ramped up the         a 60% stake in Mackay river and dover oil sands projects from
     competition for its peers, which may explain why smaller firms      Athabasca Oil Sands Corp (AOSC), a Canadian company. The
     are beefing up their product offerings with add-on acquisitions.    flurry of large-cap Energy transactions involving Asian bidders,
     This month, for example, uS-based asset manager Affiliated          especially Chinese bidders, is likely to continue as these buyers
     Managers Group Inc. (AMG) acquired Highbury Financial               look to establish themselves on North American soil.
     for uS$114m, in a deal that allows AMG to gain control of
     institutional investment manager Aston Asset Management,            OuTlOOK FOr 2010
     Highbury’s sole subsidiary. Another example is the merger           The sectors responsible for the landmark transactions of 2009
     of TWC Group and Metropolitain West Asset Management,               are likely to remain in the headlines, with or without mega-deals.
     announced earlier this month. In acquiring Metropolitan West,       Indeed, Healthcare and life Sciences and Financial Services
     TCW Group, the uS-based asset management subsidiary of              each contain a potent mixture of deal drivers that have set M&A
     Societe Generale de France, immediately enhanced its fixed          in motion over the past six months and will continue to do so in
     income product offering and gained access to the target’s           the months ahead. likewise, in the Energy sector, companies
     uS$30bn in assets under management.                                 across the globe have illustrated their appetite for acquisitions,
                                                                         especially foreign buyers who have turned North America into
     lArGE-CAp dEAl FlOW IN THE ENErGY SECTOr                            an Energy M&A hotspot. The unique conditions in each of these
     last but not least, the Energy sector is seeing a promising level   industries have kept M&A going in a particularly difficult climate
     of M&A activity—in both volume and value terms—in the second        for closing deals, giving us plenty to look forward to as we move
     half of 2009. The industry has witnessed a remarkable 39%           into the new year
     increase in deal volume and a 56% increase in value from H1 to      By elizabeth castro, remark
     H2 so far, from 104 worth uS$52.3bn to 145 worth uS$81.6bn.

     The most significant transaction in this space is now ExxonMobil
     Corporation’s uS$40.3bn purchase of XTO Energy Inc., both uS
     companies. The deal, which propelled Energy above all other
     sectors in terms of aggregate M&A deal value, is driven primarily
     by ExxonMobil’s desire to establish itself in the natural gas
     space, where it had previously lagged behind its competitors.




                                                                                                                         Monthly M&A report
     INTrOduCTION /



     ruSSIAN bANKING SECTOr:
     SOurCES SCEpTICAl AbOuT
     CONSOlIdATION prOSpECTIvES
06
     ruSSIAN bANKING SECTOr SOurCES ANd ANAlYSTS HAvE bECOME lArGElY SCEpTICAl AbOuT prOSpECTS
     FOr bANKING MArKET CONSOlIdATION IN THE NEAr FuTurE.


     bANKS TO CONCENTrATE ON ClEANING                                   Still, the analyst said that economic recovery is under way.
     bOOKS FrOM bAd ASSETS INSTEAd OF M&A                               The ruble exchange rate is stable and there is a consensus
                                                                        view that the banking system is close to the peak of non-
     Talking on the sidelines of the Adam Smith russian banking
                                                                        performing loans accumulation and the asset quality situation
     Forum in london, one sector source said that mid-sized banks,
                                                                        is manageable, the analyst said. There is a big uncertainty as
     which are being viewed as potentially the main drivers for
                                                                        to short-term prospectives, but in three to four years’ time,
     market consolidation, do have appetites for M&A, but ‘do not
                                                                        there is potential to resume a Gdp growth of 5% to 6%, Francis
     dare to go ahead.’
                                                                        Malige, Head of M&A at the Global retail banking division of
     Facing the need to deal with growing amounts of bad loans,         bNp paribas Group, said, speaking at the conference.
     ‘everyone is concentrating on making order in his own garden’,
                                                                        banks are looking to raise capital for growth, while investors
     the first source said. Another senior russian banker said that
                                                                        are also more willing to believe the positives, the analyst
     bad loans are a major problem for russian banks, therefore
                                                                        concluded. A market source estimated additional capitalization
     many of them must first ‘clean their books’ to
                                                                        needs of the russian banking system at over rub 1trn (uSd
     be acquired.
                                                                        34bn). The source added that the government’s support, in the
     A third source from a bank that recently performed asset           form of subordinated loans, is largely targeted to the state-
     consolidation said that despite russian banks having               controlled vTb. As previously reported, there is a consensus
     the appetite for M&A now, most of them lack liquidity for          that vTb and Sberbank are unlikely to consolidate banks
     acquisitions. Therefore, mergers through shares swaps are the      in russia.
     most likely way of consolidation in the foreseeable future. This
     is going to create additional problems with regard to evaluation   FOrEIGN plAYErS lOOKING AT
     of the bank’s value and make negotiations very difficult.          ruSSIAN MArKET
     From about 1,000 banks, approximately 100 are potentially          According to a Western European financial industry adviser, the
     interesting as acquisition targets, the third source said.         russian banking market remains attractive to western players.
                                                                        The financial services market in russia is largely underserved,
     Estimates of problem loans to total loans in the banking
                                                                        while some credit niches have high profit margins. Most foreign
     system differ from 9% to 25%, according to several sources.
                                                                        banks are under pressure, due to the financial crisis and do not
     There has been a deterioration in asset quality in 1H09,
                                                                        have the appetite to seize opportunities, the source said. Still,
     however, the trend has slowed in 2H09, with some data even
                                                                        a few of them that have withstood the crisis well are actively
     turning positive, a sector analyst said.
                                                                        looking to enter russia either now, or in the foreseeable future,
                                                                        the source said.
     uNCErTAINTY AS TO FuTurE dEvElOpMENT
     OF THE ECONOMY HINdErS M&A                                         On the other hands, there will be foreign banks selling their
                                                                        russian subsidiaries, the source said. For instance, KbC is
     banks are largely puzzled as to the future of the economy,
                                                                        seeking buyers for its russian subsidiary Absolut bank. There
     several banking sources said. It is difficult to assess the
                                                                        will be other cases like this, the source added.
     current state of the economy because the evaluation of the
     situation by the Central bank, the Government and other
     sources differs too much, the first source said. The second
     source agreed that the current situation is vulnerable and that
     valuations of the banks will be a problem. bankers are trying
     to invest money in unclear targets outside russia and it is
     unknown what the outcome of these investments would be, the
     second source added.



                                                                                                                     Monthly M&A report
     INTrOduCTION /


     ruSSIAN bANKING SECTOr:
     SOurCES SCEpTICAl AbOuT
     CONSOlIdATION prOSpECTIvES



07
     russia’s banking system has an immense growth potential
     and is therefore likely to remain a priority to investors, Malige
     said. russian banks have again got access to international
     finance after the crisis, but investors are more selective now.
     Global investor confidence is likely to change towards emerging
     economies, including russia, because their real Gdp growth will
     be much higher than in mature economies, Malige added. large
     international banks will want to invest in russia, he said.

     THE GOvErNMENT’S rOlE IN STIMulATING
     CONSOlIdATION TWOFOld
     The financial sector analyst said that the russian Central
     bank and government do not seem to be actively pushing
     consolidation. Consolidation of the banking sector would be
     good for the industry and has been mentioned among the
     government’s priorities, however, there are still obstacles to
     active M&A. An increase of the minimum capital requirement for
     banks is an insufficient measure for stimulating consolidation,
     the analyst said.

     A source at a bank actively involved in M&A added that there has
     already been significant progress in improving the procedures
     for M&A of banks in the last times. As a result, the time needed
     for a merger of two banks has gone down to three to four
     months, the banker said.
                  ›




     By Alexander cajcyc in london
                      ›




                                                                         Monthly M&A report
     INTrOduCTION /



     TElE2 CONTINuES MArCH
     EASTWArdS dESpITE rECENT
     ‘INTErSTEllAr’ SETbACK
08
     TElE2, THE SWEdISH INTEGrATEd TElECOMMuNICATIONS FIrM, ANNOuNCEd IN dECEMbEr THAT IT IS TO
     ACQuIrE A 51% STAKE IN MObIlE TElECOM-SErvICE llp (TrAdING AS NEO KAzAKHSTAN), THE KAzAKH
     MObIlE pHONE NETWOrK OpErATOr, FrOM JSC KAzAKHTElECOM, THE lISTEd KAzAKHSTAN bASEd
     TElECOMMuNICATIONS COMpANY, FOr A CASH CONSIdErATION OF ApprOXIMATElY €52.6M (SEK550M).

     The agreement, once approved by regulatory authorities, will      Tele2 was founded in 1993 and currently has 26m customers
     see Tele2 inject approximately €34.4m (SEK360m) into the          across 10 countries providing mobile services, fixed broadband
     business. This capital will be predominantly used to upgrade      and telephony, data network services, cable Tv and content
     its urban network capacity, where most of the countries 12m       services. In 2008, the group declared net sales of €3.7bn
     population is centred, and to relaunch the service.               (SEK38.3bn) with an EbITdA operating profit of €788m
                                                                       (SEK8.2bn). during Q3 2009, net sales rose 3% year on year to
     NEO Kazakhstan is the smallest of the three mobile network
                                                                       approximately €938m (SEK9.76bn) on the back of its successful
     operators in the country with just 5% market share and
                                                                       Tele2 russia operation, which launched services in seven
     approximately 380,000 customers. The market leaders,
                                                                       new regions, adding 1.1m customers; solid organic growth in
     TeliaSonera’s K-Cell and vimpelcom’s beeline, each have
                                                                       its home Swedish market; and a slight gain in market share
     around a 45% share of the market.
                                                                       across their baltic operations.
     Tele2 hope to leverage the experience gained from the
                                                                       Tele2’s interim January-September 2009 results, published
     successful roll-out of their russian services, which by Q3
                                                                       in October, stated that, “Tele2’s future growth lies within our
     2010 will provide coverage in 37 regions in the country, to hit
                                                                       emerging market footprint, with a strong emphasis on russia.”
     the ground running. The stated intention for the new Kazakh
                                                                       Accordingly, the latest move is a continuation of Tele2’s
     division is to grow its market share to 20% within four years
                                                                       ongoing realignment strategy, placing the company in high-
     of the company’s relaunch as a price leader and for EbITdA
                                                                       growth, rapidly expanding new markets that, given time, will
     to break even in two to three years. These optimistic targets
                                                                       potentially offer significantly higher profit margins than the,
     are based on the Kazakh market’s already considerable
                                                                       already saturated and fiercely competitive, mature markets
     mobile penetration (estimated at 90%); its poor fixed-line
                                                                       of Western Europe. In the last three years alone, Tele2 has
     network; good churn rate (35% per annum); and the country’s
                                                                       divested holdings in belgium, France, Spain, Italy, portugal,
     encouraging economic growth prospects, which forecasts Gdp
                                                                       Switzerland, Austria, luxembourg and poland.
     growth expanding at an average of 4.5% per annum over the
     next 10 years.                                                    The most recent example of Tele2’s divestment process was
                                                                       the sale of Tele2 France to virgin Mobile France, the subsidiary
     As part of the deal, Tele2 have the option to buy the remaining
                                                                       of uK based virgin Group ltd and Carphone Warehouse Group
     49% of the firm from Asianet Holdings b.v., the Netherlands-
                                                                       plc. The divestments completion was announced on the
     based private investment group holding the remaining share
                                                                       same day as The NEO Kazakhstan deal, after permission was
     capital in NEO Kazakhstan. Speaking about the deal, Harri
                                                                       granted by French anti-trust authorities, and will see Tele2
     Koponen, the president and CEO of Tele2 said, “The acquisition
                                                                       France, the France-based provider of mobile phone, fixed-
     of a mobile operation in Kazakhstan goes hand in hand with
                                                                       line carrier and internet telecom’s services, sold for €55.62m
     our ambition to carefully look for complementary assets in,
                                                                       (SEK575m). Tele2 France had 429,000 customers in June
     or close to, our mobile footprint. Given the proximity of the
                                                                       2009 and a turnover of €119.3m (SEK1,233m) in 2008, with an
     Kazakhstan asset to other Tele2 operations, this acquisition
                                                                       EbIdTA of €580,000 (SEK6m). The acquisition is expected to
     should provide the potential of synergies deriving from the
                                                                       reduce virgin Mobile France’s operating costs by generating
     replication of our successful operational model.”
                                                                       economies of scale and by enhancing their relationship with
                                                                       network operators.




                                                                                                                    Monthly M&A report
     INTrOduCTION /


     TElE2 CONTINuES MArCH
     EASTWArdS dESpITE rECENT
     ‘INTErSTEllAr’ SETbACK



09
     The purchase of NEO Kazakhstan comes as good news
     after a difficult few months for the firm. In November, the
     latvian government announced that it was to cancel all of its
     outstanding contracts with Tele2 after what turned out to be a
     poorly thought-out publicity stunt coordinated by Tele2’s latvian
     operation, but approved by head office, spectacularly back-fired.
     On the 25 October, the company staged a ‘meteorite strike’
     near the Estonian border by digging a hole, burying chemicals
     and setting fire to the ‘crater’. The latvian military, government
     scientists, police and fire service all attended the ‘crash site’,
     cordoning off the area in order to undertake safety tests and
     establish the objects origin. However, by daylight the next day, it
     was confirmed to be a hoax by experts.

     On 27 October, Tele2 admitted to perpetrating the prank as
     part of a new marketing strategy, saying that the episode had
     been intended to distract attention away from the economic
     crisis in latvia to ‘something more interesting’. They said that
     they would compensate the government and cover any costs
     incurred by the ‘extraterrestrial’ event. On the 26 October, the
     latvian government published its austerity budget for 2010,
     which severely slashed government spending and raised taxes
     in a bid to continue to narrow the budget deficit, a necessity
     for the maintenance of the €7.5bn emergency bailout funds
     secured from the IMF and European Commission at the height
     of the economic crisis which prevented the countries wholesale
     economic collapse. Oh how we all laughed…
     By rory Mcneil, remark




                                                                           Monthly M&A report
                A MERgERMARkET M&A REpORT ON



                NORTH AMERICA


                North American M&A overview                                      •	 Currently,	insolvency	related	transactions	make	up	
                                                                                    12.26%	or	$81.6bn	of	North	American	deals	to	date	
NORTH AMERICA




                •	 Q4	09	is	signaling	a	slight	turnaround	in	North	American	
                                                                                    by	value,	and	nearly	10%	or	248	deals,	by	volume.	The	
                   M&A,	as	investors	get	ready	to	put	one	of	the	worst	
                                                                                    most	active	Financial	Advisors	in	the	insolvency	related	
                   years	in	the	market	behind	them.	The	dollar	amount	has	
                                                                                    deals	are	Lazard	and	Rothschild,	advising	on	17	and	14	
                   already	exceeded	the	previous	quarter	by	$5bn.	However,	
                                                                                    transactions,	valued	at	$16.2n	and	$33.6bn	respectively.	
                   activity	remains	weak,	and	rightfully	reflects	the	current	
                                                                                    Weil	Gotshal	&	Manges	and	Skadden	Arps	Slate	Meagher	
                   state	of	the	global	economy.		
                                                                                    &	Flom	are	the	most	active	Legal	Advisors,	advising	on	23	
                •	 In	early	November,	Berkshire	Hathaway	announced	its	             and	17	insolvency	related	transactions,	valued	at	$54.6bn	
                   largest	acquisition	to	date,	the	$35	billion	investment	         and	$3.7bn.		
                   in	Burlington	Northern	Santa	Fe	Corporation,	a	listed	
                                                                                 •	 On	the	consolidated	league	tables,	Goldman	Sachs	
                   US	based	railway	company.	Prior	to	the	transaction,	
                                                                                    is	ranked	as	the	top	Financial	Advisor,	surpassing	its	
                   Berkshire	Hathaway	held	a	22.6%	stake	in	the	company.	
                                                                                    closest	competitor	Morgan	Stanley	by	$32.9bn.	Skadden	
                   BH	has	recently	received	antitrust	clearance	from	the	
                                                                                    Arps	Slate	Meagher	&	Flom	is	ahead	of	Cravath	Swaine	
                   FTC.	The	transaction	is	expected	to	close	during	the	first	
                                                                                    &	Moore	by	$22.6bn.	Jones	Day	advised	on	the	most	
                   quarter	of	2010.	
                                                                                    transactions	to	date,	144	valued	at	$18.58bn.		
                •	 Bristol-Myers	Squibb	Company	is	spinning	off	its	83.1%	
                   stake	in	Mead	Johnson	Nutrition	Company	to	its	existing	
                   shareholders.	The	deal	is	valued	at	$6.5bn.	The	exchange	
                   offer	will	expire	on	December	14,	2009.

                •	 Meanwhile,	in	Canada	the	largest	deal	for	the	month	is	
                   valued	at	$769m.	CIENA	Corporation	has	entered	into	
                   a	stalking	horse	asset	sale	agreement	to	acquire	the	
                   Metro	Ethernet	Networks	business	of	the	bankrupt	Nortel	
                   Networks	Corporation.	The	sale	is	part	of	the	company’s	
                   restructuring	process.	




                                                                                                                           Monthly M&A Report    10
                DEAL	OF	THE	MONTH

                 Target:      Burlington	Northern	Santa	Fe	Corporation           Announced:     03	Nov	2009
NORTH AMERICA




                 Bidder:      Berkshire	Hathaway	Inc                             Deal value:    $35,574m

                 Seller:      -                                                  Deal nature:   Acquisition,	Domestic,	Public




                STRUCTURE                                                        •	 BNI	stockholders	will	have	an	option	to	receive	all	stock	
                                                                                    or	all	cash,	subject	to	a	proration	feature	such	that	the	
                •	 Burlington	Northern	Santa	Fe	Corporation	(BNI),	a	
                                                                                    overall	mix	of	consideration	is	60%	cash	and	40%	BRK	
                   Delaware	corporation,	has	signed	a	definitive	agreement	
                                                                                    stock.
                   to	be	acquired	by	Berkshire	Hathaway	Inc.	(NYSE:	BRK.A;	
                   BRK.B),	a	Delaware	corporation.	The	boards	of	directors	of	   •	 If	a	superior	offer	were	to	emerge	for	BNI,	the	company	
                   both	companies	have	approved	the	merger.                         would	be	required	to	give	BRK	at	least	5	business	days	to	
                                                                                    make	adjustments	to	its	current	offer	before	BNI’S	board	
                •	 Burlington	Northern	Santa	Fe	Corporation,	a	US	based	
                                                                                    of	directors	could	effect	a	change	of	recommendation	of	
                   company	headquartered	in	Fort	Worth,	TX	is	a	holding	
                                                                                    the	deal.
                   company	and	through	its	subsidiaries,	is	engaged	
                   primarily	in	the	freight	rail	transportation	business.

                •	 Berkshire	Hathaway	Inc.,	a	US	based	company	                  CONDITIONS
                   headquartered	in	Omaha,	NE,	is	a	holding	company	             •	 HSR	(USA)
                   owning	subsidiaries	engaged	in	a	number	of	business	          •	 BNI	EGM	(	66	2/3%	shareholder	approval	required)
                   activities,	the	most	important	of	these	being	insurance	
                   businesses	conducted	on	both	a	primary	basis	and	a	           •	 BRK	EGM
                   reinsurance	basis.
                                                                                 EXPECTED COMPLETION
                TERMS                                                            •	 The	transaction	is	expected	to	close	in	the	1st	quarter
                •	 $100	per	share	subject	to	proration	in	cash	and	stock.           of	2010.

                •	 The	offer	provides	a	premium	of	31.4%	based	on	BNI’s	
                   closing	share	price	on	02-Nov-09	of	$76.07.                   TERMINATION DATE
                                                                                 •	 The	termination	date	for	the	transaction	is	30-Jun-
                •	 The	implied	equity	value	of	the	transaction	is	approx.	
                                                                                    10,	but	it	can	be	extended	to	31-Jul-10	under	certain	
                   $34.043bn.
                                                                                    circumstances
                •	 The	equity	value	that	needs	to	be	paid	for	is	approx.	
                   $26.34bn,	since	BRK	already	owns	22.6%	of	BNI.
                                                                                 TERMINATION FEE
                •	 The	stock	portion	of	the	offer	is	subject	to	collar.	
                                                                                 •	 $264m,	or	0.7%	based	on	the	implied	equity	value	of	the	
                   BRK	share	received	is	fixed	at	$100.00	if	the	price	of	
                                                                                    deal.	The	per-share	increase	required	to	cover	this	fee	in	a	
                   BRK.A	stock	at	closing	is	between	approx.	$80,000	and	
                                                                                    superior	offer	would	be	$0.77.
                   approximately	$25,000	per	share.	If	the	value	of	BRK.	A	
                   stock	is	outside	of	this	collar	range	at	closing,	then	the	
                   number	of	shares	received	of	BRK.A	A	stock	will	be	fixed	     POST DEAL DETAILS
                   at	either	0.001253489	per	BNI	share	for	values	below	the	     •	 BRK	already	owns	22.6%	of	BNI	Equity	
                   collar	range,	or	0.000802233	per	BNI	share	for	values	
                   above	the	collar	range.




                                                                                                                                Monthly M&A Report   11
                DEAL	OF	THE	MONTH




                Exit multiples - Y/E 30/06/2009                                                                       Premium analysis
NORTH AMERICA




                                                           Multiples                         Value ($m)               Offer price per share ($)                         100	
                Revenue                                       2.4	x                            18,018                 1 day before                                    31.46%
                EBITDA                                        8.1x                             5,309                  1 month before                                  26.82%
                EBIT                                          11.1x                            3,912                  1 day after                                      2.99%
                Earnings                                      16.4	x                           2,115                  Pre-rumour                                         -




                Advisers
                Target/Seller                                                                             Bidder
                Financial                     Goldman	Sachs                                               Financial                      Internal
                                              Evercore	Partners
                Legal                         Cravath	Swaine	&	Moore                                      Legal                          Munger	Tolles	&	Olson
                                              Advising Goldman Sachs:	Sullivan	&	Cromwell




                mergermarket/dealReporter Intelligence
                25-Nov-09          BNSF/Berkshire	on	steady	course,	estimating	March	2010	close,	source	says
                05-Nov-09          BNSF/Berkshire	Hathaway	clearance	from	DoJ,	FCC	expected	to	be	smooth	ride	–	industry	sources
                03-Nov-09          BNSF/Berkshire	Hathaway	deal	struck	in	less	than	two	weeks,	rival	bid	unlikely,	source	says




                Timetable and Expected Events
                Regulatory                          Date        Completed   Notes
                HSR	(USA)                         04-Dec-09            Y    30	cd	waiting	period;	further	30	cd	following	compliance	with	the	request	for	additional	information;	early	
                                                                            termination	granted
                Offer Timetable

                Termination	Date                  30-Jun-10                 re	date	by	which	merger	must	be	completed	before	agreement	must	be	amended;	can	be	extended	to
                                                                            31-Jul-10	
                Prelim	Proxy                                                re	preliminary	proxy	statement	filed	with	SEC,	reviewing	process	typically	lasts	at	least	30	cd,	and	can	be	as	
                                                                            long	as	60	cd	
                Def	Proxy                                                   re	definitive	proxy	statement	declared	effective	by	SEC	

                Effective	Date                                              re	date	merger	becomes	effective,	normally	2	td	after	EGM	approval	

                Settlement	Date                                             re	date	payment	can	be	expected	by,	normally	within	4	business	days	of	Effective	Date	in	state	of	Delaware	

                Company Events

                BNI	EGM                                                     re	approval	of	merger	by	target's	shareholders;	normally	1m	from	def	proxy	
                BRK	EGM                                                     re	approval	of	merger	by	bidder's	shareholders;	normally	1m	from	def	proxy	
                BNI	EGM	record	date                                         re	date	shares	must	be	held	by	in	order	to	vote	at	the	EGM
                BRK	EGM	record	date                                         re	date	shares	must	be	held	by	in	order	to	vote	at	the	EGM	




                                                                                                                                                                     Monthly M&A Report       12
                TOP	DEALS

                TOP 15 NORTh AMERICAN ANNOUNCED DEALS FOR YTD 30 NOVEMBER 2009
NORTH AMERICA




                  Announced       Status    Target company         Sector           Bidder company              Seller company            Exit multiples (x)           Bid premia    Deal value
                                                                                                                                  Revenue     EBITDA           P/E    1-day before     ($m)

                 26-Jan-09           C      Wyeth                  Pharma,	         Pfizer	Inc                                      2.8         11.6           15.3     14.7%         63,266
                                                                   Medical	&	
                                                                   Biotech
                  1-Jun-09           C      Motors	Liquidation	    Industrials	&	   The	United	States	          Motors	                                                    -          48,207
                                            Co.	(bulk	of	assets)   Chemicals        Department	of	              Liquidation	Co.
                                                                                    the	Treasury;	the	
                                                                                    Governments	of	Canada	
                                                                                    and	Ontario;and	the	
                                                                                    Voluntary	Employees	
                                                                                    Beneficiary	Association
                 30-Jan-09           C      Genentech	Inc	         Pharma,	         Roche	Holding	Ltd                               7.7         17.4           29.6     13.0%         44,291
                                            (44.20%	stake)         Medical	&	
                                                                   Biotech
                  9-Mar-09           C      Schering	Plough	       Pharma,	         Merck	&	Co	Inc                                  2.3          8.7           22.1     33.9%         43,198
                                            Corporation            Medical	&	
                                                                   Biotech
                  3-Nov-09           p      Burlington	            Transportation Berkshire	Hathaway	Inc                            2.4          8.1           16.4     31.5%         35,574
                                            Northern	Santa	Fe	
                                            Corporation
                 10-Jun-09           C      Citigroup	Inc	(36%	    Financial	       United	States	                                  n/a         n/a                     -4.7%         25,000
                                            stake)                 Services         Department	of	the	
                                                                                    Treasury
                 23-Mar-09           C      Petro-Canada           Energy,	Mining	 Suncor	Energy	Inc                                0.8          2.9           6.2      34.8%         18,400
                                                                   &	Utilities
                  4-May-09           C      Liberty	               TMT              The	DirecTV	Group	Inc                                                                  -          15,519
                                            Entertainment	Inc
                 19-Mar-09           C      IndyMac	Federal	       Financial	       MSD	Capital	LP;	J.C	                            n/a         n/a                        -          13,900
                                            Bank	FSB	              Services         Flowers	&	Co	LLC;	
                                                                                    Stone	Point	Capital	LLC;	
                                                                                    Paulson	&	Co	Inc;	Soros	
                                                                                    Strategic	Partners	LP;	
                                                                                    and	Silar	Advisors	LP
                 11-Jun-09           p      Barclays	Global	       Financial	       BlackRock	Inc               Barclays	Plc        n/a         n/a                        -          13,653
                                            Investors              Services
                  4-Aug-09           p      Pepsi	Bottling	Group	 Consumer          PepsiCo	Inc                                     1.0          7.4           49.3      8.6%         10,640
                                            Inc	(67%	stake)
                 24-Jun-09           C      Addax	Petroleum	       Energy,	Mining	 Sinopec	International	                           2.3          4.7           9.3      15.7%          8,800
                                            Corporation            &	Utilities     Petroleum	Exploration	
                                                                                   and	Production	
                                                                                   Corporation
                 13-May-09           p      Verizon	(local	        TMT              Frontier	Communications	 Verizon	                                                      -           8,600
                                            wireline	operations	                                             Communications	
                                            in	14	states)                                                    Inc
                 21-May-09           C      GMAC	(undisclosed	     Financial	       United	States	                                  n/a         n/a                        -           7,875
                                            economic	interest)	    Services         Department	of	the	
                                                                                    Treasury
                 28-Sep-09           p      Affiliated	Computer	   Business	        Xerox	Corporation                               1.1          6.6           17.7     33.6%          7,352
                                            Services	Inc           Services
                C	=	Completed;			P	=	Pending;			L	=	Lapsed                                                                                                                 Source:	mergermarket




                                                                                                                                                                      Monthly M&A Report          13
                TOP	DEALS




                TOP 5 NORTh AMERICAN ANNOUNCED DEALS OF ThE MONTh (NOVEMBER 2009)
NORTH AMERICA




                 Announced      Status     Target company        Sector            Bidder company           Seller company           Exit multiples (x)          Bid premia   Deal value
                                                                                                                             Revenue     EBITDA           P/E      1-day        ($m)
                                                                                                                                                                   before

                 3-Nov-09          p       Burlington	           Transportation    Berkshire	Hathaway	Inc                      2.4          8.1           16.4     31.5%       35,574
                                           Northern	Santa	Fe	
                                           Corporation	
                15-Nov-09          p       Mead	Johnson	&	       Consumer          Bristol-Myers	Squibb	    Bristol-Myers	     3.1         11.9           16.6    -15.0%        6,538
                                           Company	(83.10%	                        Company	(Shareholders)   Squibb	Company
                                           stake)
                 5-Nov-09          p       IMS	Health	Inc        Pharma,	Medical	 IMS	Health	Consortium                        2.2          8.6           12.9     30.9%        5,057
                                                                 &	Biotech
                 2-Nov-09          p       Black	&	Decker	       Consumer          The	Stanley	Works	Inc                       0.8          8.1           11.9     21.6%        4,621
                                           Corporation
                 1-Nov-09          p       Encore	Acquisition	   Energy,	Mining	   Denbury	Resources	Inc                       3.5          3.9           6.2      34.9%        4,014
                                           Company               &	Utilities
                C	=	Completed;			P	=	Pending;			L	=	Lapsed                                                                                                         Source:	mergermarket




                                                                                                                                                                 Monthly M&A Report        14
                EXPECTED	DEALS

                PIPELINE OF NORTh AMERICAN EXPECTED DEALS
NORTH AMERICA




                Situation       Target company      Sector           Potential bidder   Financial         Seller    Market cap/   Comments
                                                                     company            adviser to bidder company    est. value
                                                                                        (B); target (T);               ($m)
                                                                                        seller (S)
                Expected	Deal   Enerflex	Systems	   Industrials	&	   	Toromont	                                        622        Toromont	Industries	Ltd.	(TSX:TIH)	
                                Income	Fund         Chemicals        Industries	Ltd                                               announced	that	it	has	made	a	proposal	to	
                                                                                                                                  Enerflex	Systems	Income	Fund(TSX:EFX.
                                                                                                                                  UN)	to	enter	into	a	business	combination	
                                                                                                                                  with	TIH	whereby	holders	of	the	trust	units	
                                                                                                                                  of	EFX	would	receive	cash	and	shares	of	
                                                                                                                                  Toromont	representing	total	consideration	of	
                                                                                                                                  CAD13.50	per	unit.	The	consideration	would	
                                                                                                                                  be	comprised	of	at	least	50%	cash,	with	the	
                                                                                                                                  balance	in	TIH	common	shares.	Unitholders	
                                                                                                                                  could	elect	to	receive	either	CAD	13.50	in	
                                                                                                                                  cash	or	a	fixed	number	of	TIH	common	
                                                                                                                                  shares,	within	the	limits	of	total	cash	and	
                                                                                                                                  shares	allocated	to	the	transaction.
                Expected	Deal   OPTI	Canada	Inc     Energy,	Mining	 Total	SA,	China	 (T)Scotia	                        558        OPTI's	Board	of	Directors	is	assessing	a	
                                                    &	Utilities     Petroleum	       Waterous;	TD	                                range	of	strategic	alternatives	that	may	
                                                                    &	Chemical	      Securities	                                  include	capital	markets	opportunities,	
                                                                    Corporation,	                                                 restructuring	the	current	credit	facility,	
                                                                    Nexen	Inc	or	                                                 asset	divestitures,	and/or	a	corporate	sale,	
                                                                    China	National	                                               merger	or	other	business	combination.	OPTI	
                                                                    Offshore	Oil	                                                 does	not	intend	to	disclose	developments	
                                                                    Corporation	Ltd                                               with	respect	to	the	strategic	review	process	
                                                                                                                                  unless	and	until	its	Board	of	Directors	has	
                                                                                                                                  approved	a	definitive	transaction	or	strategic	
                                                                                                                                  option.	
                Expected	Deal   Forsys	Metals	      Energy,	Mining	 Undisclosed	        (T)	Morgan	                    344        Forsys	Metals	Corp	(FSY)	announced	that	
                                Corp                &	Utilities     bidder	             Stanley                                   is	has	hired	Morgan	Stanley	to	assist	with	
                                                                                                                                  its	strategic	review.	The	review	will	examine	
                                                                                                                                  opportunities	with	the	objective	of	further	
                                                                                                                                  enhancing	shareholder	value.	Opportunities	
                                                                                                                                  include	assessment	of	financing	alternatives	
                                                                                                                                  for	bringing	the	Valencia	uranium	project	
                                                                                                                                  into	production,	exploring	strategic	alliances,	
                                                                                                                                  joint	venture	opportunities,	mergers,	
                                                                                                                                  acquisitions,	or	a	sale	of	all	or	part	of	the	
                                                                                                                                  business.
                Expected	Deal   Delta	Petroleum	    Energy,	Mining	 Undisclosed	        (T)	Evercore	                  245        Delta	Petroleum	Corporation	(Nasdaq:	
                                Corporation	        &	Utilities     bidder	             Partners,	                                DPTR),	an	independent	oil	and	gas	
                                                                                        Morgan	                                   exploration	and	development	company	
                                                                                        Stanley                                   ("Delta"	or	the	"Company"),	announced	today	
                                                                                                                                  that	it	has	retained	Morgan	Stanley	and	
                                                                                                                                  Evercore	Partners	to	evaluate	and	advise	the	
                                                                                                                                  Board	of	Directors	on	strategic	alternatives	
                                                                                                                                  to	enhance	shareholder	value.	This	will	
                                                                                                                                  include,	but	not	be	limited	to,	exploring	the	
                                                                                                                                  sale	of	some	or	all	of	the	Company's	assets,	
                                                                                                                                  partnerships	and	joint	venture	opportunities,	
                                                                                                                                  and	the	sale	of	the	entire	Company.
                "




                                                                                                                                                         Monthly M&A Report          15
                LEAGUE	TABLES

                TOP 20 FINANCIAL ADVISERS – NORTh AMERICA
NORTH AMERICA




                VALUE                                                                                            VOLUME
                      YTD         house                                              Value        Deal                 YTD          house                                             Value           Deal
                  30-Nov-2009                                                        ($m)         count            30-Nov-2009                                                        ($m)            count

                        1         Goldman	Sachs                                    349,092         124                   1          Goldman	Sachs                                    349,092          124
                        2         Morgan	Stanley                                   316,146         107                   2          Morgan	Stanley                                   316,146          107
                        3         JPMorgan                                         222,023         107                   3          JPMorgan                                         222,023          107
                        4         Citigroup	                                       206,402          64                   4          Bank	of	America	Merrill	Lynch                    181,769           87
                        5         Bank	of	America	Merrill	Lynch                    181,714          87                   5          Credit	Suisse                                    118,267           85
                        6         Evercore	Partners	                               175,725          22                   6          Lazard                                            85,277           71
                        7         Barclays	Capital                                 161,846          48                   7          Deutsche	Bank	                                   101,069           67
                        8         Credit	Suisse	                                   118,267          85                   8          Citigroup	                                       206,402           64
                        9         Deutsche	Bank	                                   101,069          67                   9          UBS	Investment	Bank                               57,099           64
                       10         Lazard                                            85,277          71                  10          Houlihan	Lokey                                    4,486            62
                       11         Blackstone	Group	Holdings                         69,690          21                  11          RBC	Capital	Markets                               56,039           58
                       12         UBS	Investment	Bank                               57,099          64                  12          Barclays	Capital                                 161,846           48
                       13         Greenhill	&	Co	                                   56,069          18                  13          Rothschild                                        50,137           44
                       14         RBC	Capital	Markets                               56,039          58                  14          Jefferies	&	Company                               10,706           36
                       15         Rothschild                                        50,137          44                  15          BMO	Capital	Markets	                              7,647            33
                       16         AlixPartners                                      48,896           7                  16          kpMg                                              8,607            30
                       17         Centerview	Partners                               35,977           6                  17          CIBC	World	Markets                                27,772           26
                       18         Royal	Bank	of	Scotland	Group	                     31,826          16                  18          Sandler	O'Neill	&	Partners	                       3,640            26
                       19         CIBC	World	Markets                                27,772          26                  19          PricewaterhouseCoopers                            3,034            25
                       20         Perella	Weinberg	Partners                         24,605           5                  20          TD	Securities	                                    10,705           24
                                                                                    Source:	mergermarket                                                                              Source:	mergermarket

                The	financial	adviser	league	tables	by	value	and	volume	have	been	run	from	01	January	2009	to	30	November	2009	and	exclude	lapsed	and	withdrawn	deals.	The	tables	cover	all	sectors	and
                are	based	on	the	geography	of	either	the	target,	bidder	or	seller	being	USA	and	Canada


                TOP 20 LEgAL ADVISERS – NORTh AMERICA
                VALUE                                                                                            VOLUME
                      YTD          house                                             Value         Deal                YTD          house                                             Value           Deal
                  30-Nov-2009                                                        ($m)          count           30-Nov-2009                                                        ($m)            count

                        1          Skadden	Arps	Slate	Meagher	&	Flom                244,951        111                   1          Jones	Day                                         18,580          144
                        2          Cravath	Swaine	&	Moore	                          222,327         42                   2          Latham	&	Watkins	                                107,695          121
                        3          Sullivan	&	Cromwell                              197,299         53                   3          Skadden	Arps	Slate	Meagher	&	Flom	               244,951          111
                        4          Simpson	Thacher	&	Bartlett                       190,725         64                   4          Kirkland	&	Ellis	                                 15,129           99
                        5          Cleary	Gottlieb	Steen	&	Hamilton	                159,335         72                   5          DLA	Piper                                         9,498            79
                        6          Davis	Polk	&	Wardwell                            158,282         54                   6          Cleary	Gottlieb	Steen	&	Hamilton                 159,335           72
                        7          Wachtell,	Lipton,	Rosen	&	Katz                   148,980         37                   7          Blake,	Cassels	&	Graydon	                        100,053           71
                        8          Shearman	&	Sterling	                             142,984         65                   8          Dewey	&	LeBoeuf	                                 130,109           69
                        9          Dewey	&	LeBoeuf	                                 130,109         69                   9          Weil	Gotshal	&	Manges	                           102,722           69
                       10          Cadwalader,	Wickersham	&	Taft	                   117,250          6                  10          Cooley	Godward	Kronish                            10,271           68
                       11          Clifford	Chance                                  115,381         50                  11          Shearman	&	Sterling	                             142,984           65
                       12          Paul	Weiss	Rifkind	Wharton	&	Garrison            111,225         49                  12          Simpson	Thacher	&	Bartlett	                      190,725           64
                       13          Latham	&	Watkins                                 107,695        121                  13          Wilson	Sonsini	Goodrich	&	Rosati	                 65,046           64
                       14          Weil	Gotshal	&	Manges                            102,722         69                  14          Baker	&	McKenzie                                  19,364           62
                       15          Blake,	Cassels	&	Graydon	                        100,053         71                  15          O'Melveny	&	Myers	                                7,500            62
                       16          Debevoise	&	Plimpton	                            96,200          39                  16          Stikeman	Elliott	                                 91,786           59
                       17          Stikeman	Elliott	                                91,786          59                  17          Gibson	Dunn	&	Crutcher	                           48,317           57
                       18          Freshfields	Bruckhaus	Deringer                   89,155          34                  18          Davis	Polk	&	Wardwell                            158,282           54
                       19          Wilson	Sonsini	Goodrich	&	Rosati	                65,046          64                  19          Sullivan	&	Cromwell	                             197,299           53
                       20          Blake	Dawson                                     64,631           9                  20          McCarthy	Tetrault	                                13,428           53
                                                                                     Source:	mergermarket                                                                             Source:	mergermarket

                The	legal	adviser	league	tables	by	value	and	volume	have	been	run	from	01	January	2009	to	30	November	2009	and	include	lapsed	and	withdrawn	deals.	The	tables	cover	all	sectors	and
                are	based	on	the	geography	of	either	the	target,	bidder	or	seller	being	USA	and	Canada


                                                                                                                                                                                 Monthly M&A Report           16
                LEAGUE	TABLES



                ACTIVITY TABLE OF PRIVATE EqUITY FIRMS ON NORTh AMERICAN BUYOUTS
NORTH AMERICA




                VALUE                                                                                               VOLUME
                      YTD          house                                               Value         Deal                 YTD          house                                                Value         Deal
                  30-Nov-2009                                                          ($m)          count            30-Nov-2009                                                           ($m)          count

                        1=         J.C	Flowers	&	Co	                                   13,900          1                    1          Golden	Gate	Capital                                  528             5
                        1=         MSD	Capital	                                        13,900          1                    2          Platinum	Equity	                                      24             5
                        1=         Soros	Strategic	Partners	                           13,900          1                    3          TPG	Capital                                         5,370            4
                        1=         Stone	Point	Capital	                                13,900          1                    4          ABS	Capital	Partners                                  99             4
                        5          TPG	Capital                                         5,370           4                    5          Catterton	Partners                                     -             4
                        6          Canada	Pension	Plan	Investment	Board                5,057           1                    6          Blackstone	Group                                    3,200            3
                        7          Clayton,	Dubilier	&	Rice	                           3,219           2                    7          General	Atlantic	                                   2,800            3
                        8          Blackstone	Group	                                   3,200           3                    8          Advent	International	Corporation                    2,223            3
                        9          General	Atlantic                                    2,800           3                    9          The	Carlyle	Group                                    940             3
                        10         Advent	International	Corporation                    2,223           3                    10         Centerbridge	Partners                                900             3
                                                                                       Source:	mergermarket                                                                                Source:	mergermarket


                The	private	equity	buyout	activity	tables	by	value	and	volume	are	based	on	private	equity	firms	advising	the	bidder	on	buyout	deals	where	the	dominant	geography	of	the	target	company	is	USA	
                and	Canada	The	tables	by	value	and	volume	have	been	run	from	01	January	2009	to	30	November	2009	and	exclude	lapsed	and	withdrawn	deals




                ACTIVITY TABLE OF PRIVATE EqUITY FIRMS ON NORTh AMERICAN EXITS

                VALUE                                                                                               VOLUME
                      YTD          house                                               Value         Deal                 YTD          house                                                Value         Deal
                  30-Nov-2009                                                          ($m)          count            30-Nov-2009                                                           ($m)          count

                        1          Blackstone	Group	                                   3,320           2                    1          Benchmark	Capital                                   1,481            9
                        2          Sequoia	Capital                                     2,155           6                    2          Accel	Partners                                      1,726            7
                        3          Accel	Partners                                      1,726           7                    3          Sequoia	Capital                                     2,155            6
                        4          Benchmark	Capital                                   1,481           9                    4          American	Capital                                     571             6
                        5          Vestar	Capital	Partners	                            1,300           1                    5          US	Venture	Partners                                  418             6
                        6          GTCR	Golder	Rauner	                                  900            3                    6          New	Enterprise	Associates                            520             5
                        7          Venture	Frogs                                        807            1                    7          Warburg	Pincus	                                      407             5
                        8          Draper	Fisher	Jurvetson                              750            4                    8          Greylock	Partners                                    336             5
                        9          Northgate	Capital                                    750            1                    9          August	Capital                                       187             5
                        10         VantagePoint	Venture	Partners	                       707            3                    10         Menlo	Ventures                                       137             5
                                                                                       Source:	mergermarket                                                                                Source:	mergermarket


                The	private	equity	exit	activity	tables	by	value	and	volume	are	based	on	private	equity	firms	advising	the	vendor	on	exit	deals	where	the	dominant	geography	of	the	target	company	is	USA	and	
                Canada	The	tables	by	value	and	volume	have	been	run	from	01	January	2009	to	30	November	2009	and	exclude	lapsed	and	withdrawn	deals




                                                                                                                                                                                      Monthly M&A Report          17
                TREND	GRAPHS

                NORTh AMERICAN M&A qUARTERLY TREND
NORTH AMERICA




                 VALUE                                                                                                 NUMBER
                             600,000                                                                                                   1,400



                                                                                                                                       1,200
                             500,000


                                                                                                                                       1,000
                             400,000




                                                                                                                     volume of deals
                value ($m)




                                                                                                                                        800

                             300,000

                                                                                                                                        600

                             200,000
                                                                                                                                        400


                             100,000
                                                                                                                                        200



                                  0                                                                                                       0
                                       Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4                                 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4
                                       04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09*                                04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09*

                                                                                                                                                                                                                  Moving	
                                                                                                                                                                                                                  average	
                                                                                                                                                                                                                  trend	line




                NORTh AMERICAN M&A qUARTERLY PRIVATE EqUITY TREND

                 VALUE                                                                                                 VOLUME
                             225,000                                                                                                   275


                             200,000                                                                                                   250

                                                                                                                                       225
                             175,000
                                                                                                                                       200
                                                                                                                     number of deals




                             150,000
                                                                                                                                       175
                value ($m)




                             125,000                                                                                                   150

                             100,000                                                                                                   125

                                                                                                                                       100
                              75,000
                                                                                                                                         75
                              50,000
                                                                                                                                         50
                              25,000
                                                                                                                                         25

                                  0                                                                                                       0
                                       Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4                                 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4
                                       04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09*                                04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09*


                                                                                            North American buyouts                                                                                   North American buyouts

                                                                                            North American exits                                                                                     North American exits




                                                                                                                                                                                               Monthly M&A Report              18
                 TREND	GRAPHS




                 NORTh AMERICAN M&A ANNUAL TRENDS
NORTH AMERICA




                 VALUE                                                                                                                    VOLUME
                               2,000                                                                                                                        6,000



                                                                                                                                                            5,000

                               1,500

                                                                                                                                                            4,000




                                                                                                                                         number of deals
                value ($bn)




                               1,000                                                                                                                        3,000



                                                                                                                                                            2,000

                                   500

                                                                                                                                                            1,000



                                     0                                                                                                                           0
                                             2004            2005           2006           2007             2008           YTD 2009*                                    2004         2005     2006      2007         2008           YTD 2009*




                                                                                                                All North American M&A                                                                                   All North American M&A

                                                                                                                North American buyouts                                                                                   North American buyouts

                                                                                                                North American exits                                                                                     North American exits




                 NORTh AMERICAN M&A SECTOR BREAkDOwN YTD 2009

                 VALUE                                                                                                                    VOLUME
                                                    0.2%                                                                                                                     0.7%
                                                                                                                                                                                  0.7%
                                            0.1%           0.2%                                                                                                          1.8%         0.5%
                                         0.7%
                                                                  10.9%                                                                                                   2.8%
                                                                                                  Industrials & Chemicals                                            3.1%                                      TMT
                                                                                                                                                                                             18.9%
                                                                                                  Financial services                                                                                           Industrials & Chemicals
                                                                                                                                                           9.2%
                 28.8%                                                        12.2 %              Business services                                                                                            Financial services

                                                                                                  Consumer                                                                                                     Energy, Mining & Utilites

                                                                                                  Energy, Mining & Utilites                                                                                    Business services
                                                                                                                                          9.2%
                                                                                   5.5 %          TMT                                                                                                15.4%     Consumer

                                                                                                  Leisure                                                                                                      Pharma, Medical & Biotech

                                                                               6.5%               Transportation                                                                                               Leisure
                    5.5%                                                                                                                                   12%
                                                                                                  Pharma, Medical & Biotech                                                                                    Construction
                              1%
                                                                                                  Construction                                                                                                 Transportation
                                                                                                                                                                                             13.2%
                                     12.3%                          16.1%                         Agriculture                                                                                                  Defence
                                                                                                                                                                          12.5%
                                                                                                  Real Estate                                                                                                  Real Estate

                                                                                                  Defence                                                                                                      Agriculture




                                                                                                                                                                                                               Monthly M&A Report                 19
                 TREND	GRAPHS




                 NORTh AMERICAN M&A DEAL SIzE BREAkDOwN
NORTH AMERICA




                  VALUE                                                                                                       VOLUME
                              1,000                                                                                                          3,000

                               900
                                                                                                                                             2,500
                               800

                               700
                                                                                                                                             2,000




                                                                                                                           number of deals
                               600
                value ($bn)




                               500                                                                                                           1,500

                               400
                                                                                                                                             1,000
                               300

                               200
                                                                                                                                              500
                               100

                                 0                                                                                                              0
                                       H1     H2     H1     H2     H1     H2     H1     H2     H1     H2     H1     H2                                H1     H2     H1     H2     H1     H2     H1     H2      H1     H2     H1     H2
                                      2004   2004   2005   2005   2006   2006   2007   2007   2008   2008   2009   2009*                             2004   2004   2005   2005   2006   2006   2007   2007    2008   2008   2009   2009*

                                                                                                            > $501m                                                                                                    > $501m

                                                                                                            $251m-$500m                                                                                                $251m-$500m

                                                                                                            $101m-$250m                                                                                                $101m-$250m

                                                                                                            $15m-$100m                                                                                                 $15m-$100m

                                                                                                            $5m-$14.9m                                                                                                 $5m-$14.9m

                                                                                                                                                                                                                       Value not disclosed




                                                                                                                                                                                                             Monthly M&A Report              20
                MID-MARKET	DEALS

                TOP 10 NORTh AMERICAN ANNOUNCED MID-MARkET DEALS OF ThE MONTh (NOVEMBER 2009)
                ($10M	TO	$250M)
NORTH AMERICA




                Announced   Status   Target company     Sector        Target/seller   Target/seller      Bidder company     Bidder        Bidder legal       Seller company       Deal
                                                                      financial       legal adviser                         financial     adviser                                 value
                                                                      adviser                                               adviser                                               ($m)
                 9-Nov-09     p      TriAxon	           Energy,	      Peters	&	Co Macleod	Dixon	 Crescent	Point	            BMO	          McCarthy	                               231
                                     Resources	Ltd      Mining	&	                                Energy	Corp                Capital	      Tetrault	
                                                        Utilities                                                           Markets;	
                                                                                                                            National	
                                                                                                                            Bank	
                                                                                                                            Financial	
                30-Nov-09     C      Guardium	Inc       Business	     Jefferies	&	    Cooley	            IBM	Corporation                  Cleary	Gottlieb	   Ascent	Venture	      225
                                                        Services      Company         Godward	                                            Steen	&	           Partners;	
                                                                                      Kronish	                                            Hamilton;	         Cedar	Fund;	
                                                                                                                                          Cravath	Swaine	    Cisco	Systems	
                                                                                                                                          &	Moore	           Inc;	StageOne	
                                                                                                                                                             Ventures	;and	
                                                                                                                                                             Veritas	Venture	
                                                                                                                                                             Partners
                 5-Nov-09     p      i2	Technologies	   Business	     Thomas	         Munsch	Hardt	      JDA	Software	      Goldman	      DLA	Piper;	                             223
                                     Inc                Services      Weisel	         Kopf	&	Harr	       Group,	Inc.        Sachs         Advising	
                                                                      Partners	                                                           Goldman	
                                                                      Group	                                                              Sachs:	Wilson	
                                                                                                                                          Sonsini	
                                                                                                                                          Goodrich	&	
                                                                                                                                          Rosati	
                23-Nov-09     p      Diedrich	Coffee	   Consumer      Houlihan	       Gibson	Dunn	       Green	Mountain	    Bank	of	      Advising	Bank	                          201
                                     Inc                              Lokey           &	Crutcher;	       Coffee	Roasters	   America	      of	America	
                                                                                      Advising	          Inc                Merrill	      Merrill	Lynch:	
                                                                                      Houlihan	                             Lynch         Latham	&	
                                                                                      Lokey:	                                             Watkins;	Ropes	
                                                                                      O'Melveny	&	                                        &	Gray	
                                                                                      Myers
                16-Nov-09     p      Canplats	          Energy,	      Genuity	        Blake,	Cassels	 Goldcorp	Inc          gMp           Cassels	Brock	                          194
                                     Resources	Corp     Mining	&	     Capital	        &	Graydon;	                           Securities	   &	Blackwell;	
                                                        Utilities     Markets;	       Lawson	                                             Neal,	Gerber	&	
                                                                      Salman	         Lundell;	                                           Eisenberg
                                                                      Partners	       Skadden	Arps	
                                                                                      Slate	Meagher	
                                                                                      &	Flom	
                 2-Nov-09     L      Diedrich	Coffee	   Consumer      Houlihan	       Gibson	Dunn	       Peet's	Coffee	&	   Morgan	       Cooley	Godward	                         186
                                     Inc                              Lokey           &	Crutcher;	       Tea,	Inc.          Stanley       Kronish	
                                                                                      Advising	
                                                                                      Houlihan	
                                                                                      Lokey:	
                                                                                      O'Melveny	&	
                                                                                      Myers
                 5-Nov-09     p      The	Travel	        TMT           Advising        Advising Seller:   Scripps	Networks	 Barclays	      Skadden	Arps	      Cox	                 181
                                     Channel	LLC	                     Seller:         Dow	Lohnes         Interactive	Inc   Capital        Slate	Meagher	     Communications,	
                                     (65%	stake)                      Goldman	                                                            &	Flom             Inc.
                                                                      Sachs
                18-Nov-09     p      Sierra	            TMT           Jefferies	&	    Morrison	&	        Semtech	           Morgan	       Paul	Hastings	     IBM	Corporation;	    180
                                     Monolithics	Inc                  Company	        Foerster	          Corporation        Stanley       Janofsky	&	        Storm	Ventures;	
                                                                                                                                          Walker	            and	US	Venture	
                                                                                                                                                             Partners
                30-Nov-09     p      Dune	Networks	     TMT                           Meitar	         Broadcom	                           Latham	&	          Alta	Berkeley	       178
                                     Inc                                              Liquornik	Geva	 Corporation                         Watkins;	Yigal	    Venture	Partners;	
                                                                                      &	Leshem	                                           Arnon	&	Co         Evergreen	
                                                                                      Brandwein;	                                                            Venture	Partners;	
                                                                                      Pepper	                                                                Jerusalem	
                                                                                      Hamilton	                                                              Venture	Partners;	
                                                                                                                                                             Pitango	Venture	
                                                                                                                                                             Capital;	and	US	
                                                                                                                                                             Venture	Partners
                16-Nov-09     C      Anthony	Forest	    Agriculture   Advising	       Advising	Bank	     The	Molpus	                      Adams	and	         Anthony	Forest	      173
                                     Products	                        Seller:	Bank	   of	America	        Woodlands	                       Reese	             Products	
                                     Company	(pine	                   of	America	     Merrill	Lync:	     Group,	LLC                                          Company	
                                     sawtimber	                       Merrill	        Dewey	&	
                                     timberland)	                     Lynch           LeBoeuf;	
                                                                                      Morrison	&	
                                                                                      Foerster	
                                                                                                                                                                  Monthly M&A Report
                                                                                                                                                                    Source:	mergermarket   21
                MID-MARKET	DEALS




                NORTh AMERICAN M&A qUARTERLY MID-MARkET TREND
NORTH AMERICA




                 VALUE                                                                                             VOLUME
                             40,000                                                                                                600


                             35,000
                                                                                                                                   500

                             30,000

                                                                                                                                   400




                                                                                                                 number of deals
                             25,000
                value ($m)




                             20,000                                                                                                300


                             15,000
                                                                                                                                   200

                             10,000

                                                                                                                                   100
                              5,000


                                 0                                                                                                   0
                                      Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4                            Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4
                                      04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09*                           04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09*

                                                                                                                                                                                                        Moving	
                                                                                                                                                                                                        average	
                                                                                                                                                                                                        trend	line




                                                                                                                                                                                         Monthly M&A Report          22
                MID-MARKET	LEAGUE	TABLES

                TOP 15 MID-MARkET FINANCIAL ADVISERS –                                                     TOP 15 MID-MARkET LEgAL ADVISERS –
                NORTh AMERICA                                                                              NORTh AMERICA
NORTH AMERICA




                ($10M	TO	$250M)                                                                            ($10M	TO	$250M)
                     YTD         house                                               Value         Deal         YTD         house                                               Value         Deal
                 30-Nov-2009                                                         ($m)          count    30-Nov-2009                                                         ($m)          count
                 Value:                                                                                    Value:
                          1      JPMorgan                                            4,614          35              1       Latham	&	Watkins	                                   3,932          43
                          2      Credit	Suisse	                                      4,029          32              2       Skadden	Arps	Slate	Meagher	&	Flom	                  3,679          35
                          3      Goldman	Sachs                                       4,011          33              3       Blake,	Cassels	&	Graydon	                           3,427          36
                          4      RBC	Capital	Markets	                                3,655          33              4       Kirkland	&	Ellis	                                   3,258          38
                          5      Morgan	Stanley                                      3,445          28              5       Jones	Day                                           3,041          46
                          6      Houlihan	Lokey                                      3,086          34              6       Cleary	Gottlieb	Steen	&	Hamilton	                   2,861          26
                          7      Bank	of	America	Merrill	Lynch                       2,337          22              7       Dewey	&	LeBoeuf	                                    2,782          25
                          8      Deutsche	Bank	                                      2,276          22              8       Cooley	Godward	Kronish	                             2,570          40
                          9      UBS	Investment	Bank                                 2,075          20              9       Gibson	Dunn	&	Crutcher	                             2,413          28
                       10        Lazard                                              2,029          23           10         Shearman	&	Sterling	                                2,349          24
                       11        Jefferies	&	Company	                                1,911          20           11         Wilson	Sonsini	Goodrich	&	Rosati	                   2,277          33
                       12        BMO	Capital	Markets	                                1,893          19           12         McCarthy	Tetrault	                                  2,199          24
                       13        GMP	Securities	                                     1,475          16           13         O'Melveny	&	Myers	                                  2,190          29
                       14        CIBC	World	Markets	                                 1,434          12           14         Vinson	&	Elkins	                                    2,080          18
                       15        Citigroup	                                          1,422          11           15         DLA	Piper                                           2,062          34
                 Volume:                                                                                   Volume:
                          1      JPMorgan                                            4,614          35              1       Jones	Day                                           3,041          46
                          2      Houlihan	Lokey                                      3,086          34              2       Latham	&	Watkins	                                   3,932          43
                          3      Goldman	Sachs                                       4,011          33              3       Cooley	Godward	Kronish	                             2,570          40
                          4      RBC	Capital	Markets	                                3,655          33              4       Kirkland	&	Ellis	                                   3,258          38
                          5      Credit	Suisse	                                      4,029          32              5       Blake,	Cassels	&	Graydon	                           3,427          36
                          6      Morgan	Stanley                                      3,445          28              6       Skadden	Arps	Slate	Meagher	&	Flom	                  3,679          35
                          7      Lazard                                              2,029          23              7       DLA	Piper                                           2,062          34
                          8      Bank	of	America	Merrill	Lynch                       2,337          22              8       Wilson	Sonsini	Goodrich	&	Rosati	                   2,277          33
                          9      Deutsche	Bank	                                      2,276          22              9       O'Melveny	&	Myers	                                  2,190          29
                       10        UBS	Investment	Bank                                 2,075          20           10         Gibson	Dunn	&	Crutcher	                             2,413          28
                       11        Jefferies	&	Company                                 1,911          20           11         Osler,	Hoskin	&	Harcourt	                           1,780          27
                       12        BMO	Capital	Markets                                 1,893          19           12         Cleary	Gottlieb	Steen	&	Hamilton	                   2,861          26
                       13        Rothschild                                          1,403          19           13         Dewey	&	LeBoeuf	                                    2,782          25
                       14        Peters	&	Co                                         1,394          18           14         Shearman	&	Sterling	                                2,349          24
                       15        GMP	Securities	                                     1,475          16           15         McCarthy	Tetrault	                                  2,199          24
                                                                                    Source:	mergermarket                                                                       Source:	mergermarket


                The	financial	adviser	league	tables	by	value	and	volume	have	been	run	from	01	January      The	legal	adviser	league	tables	by	value	and	volume	have	been	run	from	01	January
                2009	to	30	November	2009	and	exclude	lapsed	and	withdrawn	deals.	The	tables	cover	all      2009	to	30	November	2009	and	include	lapsed	and	withdrawn	deals.	The	tables	cover	all
                sectors	and	are	based	on	the	geography	of	either	the	target,	bidder	or	seller	being	USA    sectors	and	are	based	on	the	geography	of	either	the	target,	bidder	or	seller	being	USA
                &	Canada                                                                                   &	Canada




                                                                                                                                                                            Monthly M&A Report        23
                A MERgERMARkET M&A REpoRT oN



                LATIN AMERICA


                Volcan considering acquisition opportunities in                   Tek Cominco was unavailable for comment.
                Peru and Latin America
LATIN AMERICA




                                                                                  •	 Letts	said	Volcan	has	no	debt.	“We	asked	for	a	US$200m	
                •	 Volcan,	the	listed	Peru-based	mining	company,	is	                 loan	before	the	financial	crisis	came.	We	got	that	loan	at	
                   considering	potential	acquisition	opportunities	in	Peru	          Libor	+0.4	interest.	However,	we	did	not	know	what	to	do	
                   and	throughout	the	region,	said	company	chairman	                 with	that	money	so	the	company	decided	to	give	it	back.	
                   Roberto	Letts.	Letts	declined	to	offer	details	on	the	            At	the	moment,	the	company	has	given	back	US$120m,	
                   potential	targets,	and	emphasized	that	the	company	is	            with	the	US$80m	remaining	in	a	bank	account.”	He	said	
                   currently	focusing	on	organic	growth.	                            the	sum	will	be	repaid	on	a	monthly	basis.	Letts	said	
                                                                                     that	thanks	to	a	strong	reduction	costs	programme	the	
                •	 An	analyst	who	follows	the	Peruvian	mining	sector	
                                                                                     company	has	balanced	its	financials.
                   said	that	Volcan’s	financial	stability	gives	the	company	
                   a	competitive	advantage,	and	puts	it	in	the	position	to	
                   consider	several	attractive	acquisition	opportunities	         Sonico keen for IPO but has no timetable
                   in	Peru.	According	to	the	analyst,	many	of	Volcan’s	           •	 Sonico,	the	privately-held	Argentina-based	online	social	
                   competitors	took	on	large	amounts	of	debt	to	fuel	                network	for	Latin	Americans,	is	keen	on	a	listing	but	does	
                   expansion	during	last	few	years,	as	international	metal	          not	have	a	timetable,	Chief	Executive	Officer	Rodrigo	
                   prices	peaked,	and	have	since	had	to	sell	off	prized	assets	      Teijeiro	said.	
                   in	order	to	restructure	to	new	market	realities	during	the	
                                                                                  •	 “We	do	not	have	a	timetable	[for	an	initial	public	offering].	
                   global	crisis.	
                                                                                     It	is	not	a	matter	of	timing,	but	mostly	of	market	
                •	 Two	potential	opportunities	include	the	publicly-listed	          conditions	for	this,”	Teijeiro	told	this	news	service	when	
                   Peruvian	zinc	and	copper	mine	San	Ignacio	de	Morococha	           asked	if	the	company	would	conduct	an	IPO.	
                   (Simsa),	and	a	22.5%	stake	in	the	Peru-based	Antamina	
                                                                                  •	 “We	already	have	corporate	governance	and	a	
                   zinc	and	copper	mining	project	held	by	Vancouver,	
                                                                                     professional	management.	The	board	is	analyzing	the	
                   Canada-based	Teck	Cominco,	the	analyst	explained.	
                                                                                     necessary	issues	to	better	prepare	the	company,”	said	
                •	 The	analyst	said	Teck	Cominco	is	mulling	ways	to	reduce	          Teijeiro.	He	added	that	the	management	team	is	more	
                   more	a	$9.8bn	debt	burden,	and	will	likely	unload	its	            concentrated	now	in	improving	the	quality	of	Sonico’s	
                   stake	in	Anatamina.	Antamina	is	located	in	the	Peruvian	          services.	
                   province	of	Ancash	and,	in	addition	to	Teck	Cominco,	is	
                                                                                  •	 Founded	in	2007,	Sonico	has	42	million	subscribers,	nine	
                   controlled	by	mining	majors	BHP	Billiton,	Xstrata	and	
                                                                                     million	of	them	in	Brazil,	where	the	company	opened	an	
                   Mitsubishi	Corporation.	
                                                                                     office	last	week,	in	Sao	Paulo.	Sonico	does	not	disclose	its	
                •	 Simsa	is	a	subsidiary	of	Peruvian	conglomerate	Grupo	             revenues,	85%	of	which	come	from	advertising,	according	
                   Arias,	which	the	analyst	said	has	been	consolidating	its	         its	website.	
                   mining	operations	around	gold;	the	company	has	been	
                                                                                  •	 The	seed	capital	for	Sonico	came	from	angel	investors,	
                   rumored	to	be	preparing	Simsa	for	a	sale.	This	news	
                                                                                     like	Argentina-based	Alec	Oxenford,	OLX.com’s	CEO	and	
                   service	reported	in	May	that	Grupo	Arias	was	mulling	the	
                                                                                     co-founder	of	Deremate.com,	an	online	bidding	website.	
                   sale	of	Simsa.	
                                                                                     In	May	2008,	Sonico	raised	US$4.3m	from	DN	Capital,	a	
                •	 According	to	Simsa’s	financial	reports	the	company	               London-based	venture	capital	fund,	for	an	undisclosed	
                   registered	US$44.28m	in	2008	revenue	and	an	EBITDA	               stake.	
                   margin	of	24.10%.	However,	Simsa’s	net	profit	margin	in	
                                                                                  •	 Teijeiro	said	Sonico	is	a	very	aggressive	company	and	
                   2008	was	down	25.12%	over	the	previous	year.	
                                                                                     if	an	IPO	is	demanded	to	accelerate	its	growth	the	
                •	 A	spokesperson	from	Grupo	Arias	denied	that	it	was	               company	will	do	it,	after	analyzing	the	alternative	of	a	new	
                   mulling	the	sale	of	Simsa,	but	did	affirm	the	group’s	            capitalization	round.	
                   interest	in	expanding	its	gold-based	mining	operations.	
                                                                                  •	 Sonico	does	not	have	a	financial	advisor.	“We	will	hire	one,	
                                                                                     eventually.	We	count	on	our	angel	investors’	expertise,	it	
                                                                                     is	enough	for	now,”	said	Teijeiro.	For	legal	affairs,	Sonico	
                                                                                     hired	Argentina-based	Marval,	O’Farrell	&	Mairal	law	firm.

                                                                                                                               Monthly M&A Report     24
                DEAL	OF	THE	MONTH

                 Target:      Medial	Saude	SA                                      Announced:     19	November	2009
LATIN AMERICA




                 Bidder:      Amil	Assistencia	Medica	Internacional	Ltda           Deal value:    $698m

                 Seller:      Medial	Participacoes	SA                              Deal nature:   Acquisition;	domestic;	Public




                STRuCTuRe                                                          FInAnCIng:
                •	 Amil	Participacoes	SA	has	agreed	to	acquire	Medial	Saude	       •	 Amil	Participacoes	SA	will	fund	this	transaction	from	its	
                   SA	from	Medial	Participacoes	S.A.                                  current	cash	balance.

                •	 Medial	Saude	SA,	the	listed	Brazil	based	company	
                   headquartered	in	San	Paulo,	is	a	provider	of	health	            RATIOnALe:
                   insurance	for	individual	and	corporate	customers.               •	 The	transaction	is	in	line	with	Amil’s	strategy	to	
                •	 Medial	Participacoes	S.A.,	the	Brazil	based	company	               consolidate	Amilpar’s	leadership	in	the	Brazilian	
                   headquartered	in	San	Paulo,	is	a	holding	company	                  supplementary	health	care	market.	The	acquisition	
                   engaged	in	the	private	health	sector.	                             will	allow	Amil	to	boost	its	market	share	in	the	health-
                                                                                      insurance	market	in	Sao	Paulo	to	15%	from	7.9%.	
                •	 Amil	Assistencia	Medica	Internacional	Ltda,	the	Brazil	
                   based	company	headquartered	in	San	Paulo,	is	a	provider	
                   of	health	care	assistance	services,	and	a	subsidiary	of	Amil	   POST DeAL DeTAILS:
                   Participacoes	SA.	Amil	Participacoes	SA,	the	listed	Brazil	     •	 Post	acquisition,	Amil	will	incorporate	Medial	
                   based	company	headquartered	in	San	Paulo,	is	a	provider	           Participacoes	S.A.	and	implement	a	corporate	
                   of	health	care	assistance	services.                                restructuring	of	Medial	Saude	S.A.,	which	will	be	delisted.


                TeRMS                                                              exPeCTeD COMPLeTIOn:
                •	 36,220,005	Medial	Saude	SA’s	common	shares	at	BRL	              •	 The	transaction	is	expected	to	close	within	five	days	once	
                   17.2066	($9.87)	per	share	representing	51.93%	of	Medial.	          the	necessary	conditions	are	fulfilled.
                •	 The	offer	price	of	BRL	17.2066	($10.01)	per	share	
                   represents	a	premium	of	16.9%	over	Medial	Saude	                COnDITIOnS:
                   SA’s	closing	price	of	BRL	14.7	($8.56)	per	share	as	on	         •	 Approval	from	National	Supplementary	Health	Care	
                   18	November	2009,	the	last	trading	day	prior	to	the	               Agency.
                   announcement,	and	a	premium	of	63.6%	over	Medial	
                   Saude	SA’s	closing	price	of	BRL	10.62	($6.11)	per	share	as	     •	 Approval	from	Brazilian	anti-trust	authorities.
                   on	19	October	2009,	one	month	before	the	announcement.	

                •	 Amil	will	pay	an	upfront	payment	equal	to	20%	of	the	total	
                   price	no	later	than	3	business	days	after	the	agreement	
                   is	signed,	while	the	remaining	80%	balance	will	be	paid	at	
                   the	closing	date	

                •	 Amil	will	launch	a	tender	offer	to	acquire	the	remaining	
                   48.06%,	within	30	days	of	completion	of	the	acquisition	of	
                   51.93%	under	the	same	terms,	conditions	and	offer	price




                                                                                                                                  Monthly M&A Report   25
                DEAL	OF	THE	MONTH




                exit multiples - Y/e 31/12/2008                                                                Premium analysis
LATIN AMERICA




                                                          Multiples                      Value ($m)            Offer price per share ($)                      10.01
                Revenue                                       -                              -                 1 day before                                  16.91%
                eBITDA                                        -                              -                 1 month before                                63.62%
                eBIT                                          -                              -                 1 day after                               														6.62%
                earnings                                      -                            -.09                Pre-rumour                                        -




                Advisers
                Target/Seller                                                                         Bidder
                Lawyer                        Mattos,	Filho,	Veigo	Filho,	Marrey	Jr.	e                PR                           Euro	Communications
                                              Quiroga	advogados




                                                                                                                                                            Monthly M&A Report   26
                TOP	DEALS

                TOP 15 LATIn AMeRICAn AnnOunCeD DeALS YTD 30 nOVeMBeR 2009
LATIN AMERICA




                  Announced       Status    Target company        Sector           Bidder company            Seller company              exit multiples (x)           Bid premia     Deal
                                                                                                                                 Revenue     eBITDA           P/e    1-day before    value
                                                                                                                                                                                     ($m)
                  21-Jul-09          p      Aracruz	Celulose	SA	 Industrials	&	    Fibria                                          2.3          6.4       (loss)          -         4,307
                                            (55.20%	stake)       Chemicals
                  8-Sep-09           p      GVT	(Holding)	SA      TMT              Vivendi	SA                Global	Village	       4.7         20.1       319.3        76.1%        4,306
                                                                                                             Telecom	
                                                                                                             (Holland)	BV;and	
                                                                                                             Swarth	Group
                  7-Oct-09           L      GVT	(Holding)	SA      TMT              Telecomunicacoes	de	                            4.2         17.8       281.8        28.6%        3,818
                                                                                   Sao	Paulo	SA
                 19-May-09           p      Sadia	SA	(88%	        Consumer         BRF	Brasil	Foods	SA                             0.7          7.2       (loss)          -         2,521
                                            stake)
                 20-Apr-09           C      Banco	UBS	Pactual	    Financial	       BTG	Investments	LP        UBS	AG                n/a         n/a                        -         2,500
                                            SA                    Services
                  22-Oct-09          p      Oy	Metsa-Botnia	      Agriculture      UPM-Kymmene	Oyj           Oy	Metsa-Botnia	                                                       2,405
                                            Ab	(Uruguay	                                                     Ab
                                            operations)
                 23-Apr-09           C      Terna	Participacoes	 Energy,	Mining	 Cemig	Geracao	e	            Terna	-	Rete	         8.1          9.5           59.0     34.3%        2,177
                                            S.A.                 &	Utilities     Transmissao	S.A             Elettrica	
                                                                                                             Nazionale	SpA
                 29-Jan-09           C      Glencore	             Energy,	Mining	 Xstrata	Coal	South	        Glencore	                                                    -         2,000
                                            International	AG	     &	Utilities     America	Ltd                International	AG
                                            (Prodeco	business	
                                            in	Colombia)
                  7-May-09           C      Siderurgica	del	      Industrials	&	   Corporacion	Venezolana	   Ternium	SA                                                   -         1,970
                                            Orinoco	CA	(59.70%	   Chemicals        de	Guayana
                                            stake)
                  5-Aug-09           p      Casas	Bahia	          Consumer         Michael	Klein	(Private	   Saul	Klein	           1.0                                    -         1,888
                                            Comercial	Ltda	                        Individual)               (Private	
                                            (25%	stake)                                                      Individual)
                  9-Jan-09           C      Banco	Votorantim	     Financial	       Banco	do	Brasil	SA        Votorantim	           n/a         n/a                        -         1,353
                                            (50%	stake)           Services                                   Financas
                 20-Jan-09           C      Aracruz	Celulose	SA	 Industrials	&	    Fibria                    Lorentzen	Group       3.9         11.1       (loss)       -19.9%       1,178
                                            (12.40%	stake)       Chemicals
                  5-Mar-09           C      Aracruz	Celulose	SA	 Industrials	&	    Fibria                    Arainvest	            3.8         10.7       (loss)       65.4%        1,178
                                            (12.40%	stake)       Chemicals                                   Participacoes	SA
                 30-Jan-09           C      VBC	Energia	SA	       Energy,	Mining	 Construcoes	e	Comercio	 Grupo	                                                          -         1,110
                                            (50%	stake)           &	Utilities     Camargo	Correa	S.A.     Votorantim
                 19-May-09           p      Sadia	SA	(12%	        Consumer         BRF	Brasil	Foods	SA                             0.7          6.9       (loss)          -         1,056
                                            stake)
                C	=	Completed;			P	=	Pending;			L	=	Lapsed                                                                                                              Source:	mergermarket




                                                                                                                                                                     Monthly M&A Report        27
                TOP	DEALS




                TOP 5 LATIn AMeRICAn AnnOunCeD DeALS FOR YTD 30 nOVeMBeR 2009
LATIN AMERICA




                 Announced      Status      Target company          Sector            Bidder company              Seller company                exit multiples (x)            Bid premia      Deal value
                                                                                                                                      Revenue       eBITDA           P/e     1-day before       ($m)

                19-Nov-09           p       Medial	Saude	SA         Financial	        Amil	Assistencia	Medica	    Medial	             n/a           n/a                     16.9%                698
                                                                    Services          Internacional	Ltda	         Participacoes	SA
                30-Nov-09           p       MMX	Mineracao	          Energy,	Mining	 Wuhan	Iron	and	Steel	                             6.9                       2.5         -43.2%               400
                                            e	Metalicos	SA	         &	Utilities     Company	Limited
                                            (21.52%	stake)
                 6-Nov-09           p       Empresa	Electrica	      Energy,	Mining	 GDF	Suez	SA                   Corporacion	        1.4           4.1         5.3         -12.4%               287
                                            del	Norte	Grande	       &	Utilities                                   Nacional	del	
                                            S.A.	(25.02%	stake)                                                   Cobre	de	Chile
                23-Nov-09           p       MitEnergy	Upstream	 Energy,	Mining	 Energy	XXI	(Bermuda)	             MitEnergy	                                                                     283
                                            LLC	(Gulf	of	Mexico	 &	Utilities    Limited                           Upstream	LLC
                                            shelf	oil	and	natural	
                                            gas	properties)	
                19-Nov-09           p       Wayne-Dalton	           Construction      Overhead	Door	              Wayne-Dalton	                                                                  250
                                            Corp	(overhead	                           Corporation	                Corp
                                            door	business	in	
                                            North	America	and	
                                            Europe)	
                C	=	Completed;			P	=	Pending;			L	=	Lapsed                                                                                                                       Source:	mergermarket




                TOP 5 ChILeAn AnnOunCeD DeALS FOR YTD 30 nOVeMBeR 2009
                Announced     Status     Target company       Sector             Target/seller      Seller        Bidder company      Bidder              Bidder legal     Seller company        Deal
                                                                                 financial          company                           financial           adviser                                value
                                                                                                                                      adviser                                                    ($m)
                28-Jul-09       C        Lafarge	Chile	SA     Construction       Advising Seller:   Advising       Grupo	Brescia      Celfin	             Claro	y	Cia;	    Lafarge	SA             460
                                                                                 CALYON;	           Seller:	Carey	                    Capital             Rebaza	&	
                                                                                 Morgan	            y	Cia                                                 Alcazar	
                                                                                 Stanley;	                                                                Abogados	
                                                                                 Rothschild                                                               Financieros
                31-Jul-09       p        ING	Group	           Financial	         Advising Seller:   Advising       CNA	Chile	                                              ING	Group	NV           350
                                         NV	(Annuity	         Services           Citigroup	         Seller:	Carey	 Compania	de	
                                         and	Mortgage	                                              y	Cia          Seguros	de	Vida	
                                         business)                                                                 S.A
                4-Sep-09        p        VTR	GlobalCom	       TMT                                                 Celfin	Capital                                           Cristalerias	de	       295
                                         SA	(20%	stake)                                                                                                                    Chile	SA
                6-Nov-09        p        Empresa	Electrica	 Energy,	             Advising Seller: Advising       GDF	Suez	SA          JPMorgan            Prieto	&	Cia     Corporacion	           287
                                         del	Norte	Grande	 Mining	&	             Santander	       Seller:	Carey	                                                           Nacional	del	
                                         S.A.	(25.02%	      Utilities            Global	Banking	 y	Cia                                                                     Cobre	de	Chile
                                         stake)                                  and	Markets
                25-Jun-09       p        Empresa	Electrica	 Energy,	                                              CGE	Generacion                                           Iberdrola	             282
                                         Lican	(55%	stake);	 Mining	&	                                                                                                     Energia;and	
                                         Iberoamericana	de	 Utilities                                                                                                      Iberdrola	
                                         Energia	IBENER	                                                                                                                   Energia	de	Chile	
                                         SA	(94.74%	stake)                                                                                                                 Limitada
                C	=	Completed;			P	=	Pending;			L	=	Lapsed




                                                                                                                                                                              Monthly M&A Report           28
                TOP	DEALS




                TOP 5 AnDeAn AnnOunCeD DeALS FOR YTD 30 nOVeMBeR 2009
LATIN AMERICA




                Announced      Status   Target company       Sector      Target/seller      Seller        Bidder company      Bidder         Bidder legal   Seller company   Deal
                                                                         financial          company                           financial      adviser                         value
                                                                                                                              adviser                                        ($m)
                29-Jan-09        C      Glencore	          Energy,	      Deloitte;	         Advising      Xstrata	Coal	       Deutsche	      Conyers	Dill	 Glencore	         2,000
                                        International	AG	  Mining	&	     Advising           Seller:       South	America	      Bank;	         &	Pearman;	 International	AG
                                        (Prodeco	business	 Utilities     Seller:	Morgan	    Slaughter	    Ltd                 Rothschild;	   Freshfields	
                                        in	Colombia)                     Stanley            and	May                           JPMorgan       Bruckhaus	
                                                                                                                                             Deringer;	
                                                                                                                                             Linklaters
                10-Mar-09        C      Hocol	SA             Energy,	    Advising Seller:   Advising       Ecopetrol	SA       Citigroup	     Shearman	&	 Maurel	et	Prom	     580
                                                             Mining	&	   BNP	Paribas        Seller:	Barbe	                                   Sterling    SCA
                                                             Utilities                      Carpentier	
                                                                                            Thibault	
                                                                                            Groener	
                                                                                            Associes;	
                                                                                            Travers	
                                                                                            Smith	
                10-Jul-09        p      Protabaco	Ltda       Consumer    JPMorgan           Hogan	&	      Philip	Morris	      Credit	        Hunton	&	                       452
                                                                                            Hartson;	     International	Inc   Suisse         Williams;	
                                                                                            Ibarra	                                          Prieto	&	
                                                                                            Abogados                                         Carrizosa	
                16-Mar-09        C      Oleoducto	Central	 Energy,	                         Advising       Ecopetrol	SA                      Shearman	&	 Enbridge	Inc        418
                                        SA	(24.70%	stake) Mining	&	                         Seller:	Baker	                                   Sterling
                                                           Utilities                        &	McKenzie
                 3-Mar-09        C      Compania	            Energy,	                                     Inversiones	        Citigroup	                                     105
                                        Colombiana	de	       Mining	&	                                    Argos	SA
                                        Inversiones	SA	      Utilities
                                        (15.30%	stake)
                C	=	Completed;			P	=	Pending;			L	=	Lapsed




                                                                                                                                                              Monthly M&A Report     29
                EXPECTED	DEALS

                PIPeLIne OF LATIn AMeRICAn exPeCTeD DeALS
LATIN AMERICA




                Situation         Target        Sector             Potential bidder     Financial     Seller company   Market cap/ est.   Comments
                                  company                          company              adviser to                       value ($m)
                                                                                        bidder (B);
                                                                                        target (T);
                                                                                        seller (S)
                Rumoured	       TgN             Energy,	Mining	 Emgasud                 Barclays	     Techint	            US$344m         Emgasud,	the	Argentine	energy	company,	has	offered	
                takeover	target                 &	Utilities                             Plc	(T)       Compania	          (TGN	debt)	      to	buy	a	majority	stake	in	Transportadora	de	Gas	
                                                                                                      Tecnica	                            del	Norte	(TGN),	a	local	natural	gas	transporter,	
                                                                                                      Internacional	                      Pagina/12	reported.	The	paper	cited	Alejandro	
                                                                                                      SACI                                Ivanissevich,	owner	of	Emgasud,	as	saying	that	that	
                                                                                                                                          TGN	business	plan	must	be	redone,	the	company	has	
                                                                                                                                          failed	in	its	strategy	and	Emgasud	can	provide	one	
                                                                                                                                          for	the	company.	As	reported,	TGN	defaulted	on	its	
                                                                                                                                          US$344m	debt	in	December.	The	value	of	its	bonds	
                                                                                                                                          fell	to	10	cents.	Following	the	default	declaration,	the	
                                                                                                                                          company	must	face	government	intervention.	
                Rumoured	       Express	de	 Transportation         Grupo	Rios	                                            US$34m	         It	was	reported	that	Grupo	Rios,	the	Colombia-
                takeover	target Santiago	                                                                                  (target	       based	conglomerate,	is	in	talks	to	acquire	Chilean	
                                Uno	                                                                                      revenue)        mass	transportation	company	Express	de	Santiago	
                                                                                                                                          Uno.	According	to	the	article	sources	say	Grupo	
                                                                                                                                          Rios	is	currently	restructuring	the	conglomerate’s	
                                                                                                                                          management	and	is	preparing	a	strategy	to	spur	
                                                                                                                                          growth	in	Chile	through	acquisitions.	It	also	states	
                                                                                                                                          the	group	is	already	in	advanced	negotiations	and,	
                                                                                                                                          following	the	deal,	may	seek	to	merge	Express	de	
                                                                                                                                          Santiago	Uno	with	Alsacia,	its	mass	transportation	
                                                                                                                                          subsidiary.	Express	Santiago	Uno,	the	operator	of	the	
                                                                                                                                          Troncal	4	bus	line,	has	annual	revenues	of	US$34m.
                Expected	deals	based	on	confirmed	announcements	by	companies	involved




                                                                                                                                                                          Monthly M&A Report          30
                LEAGUE	TABLES

                TOP 15 FInAnCIAL ADVISeRS – LATIn AMeRICA
LATIN AMERICA




                VALUE                                                                                            VOLUME
                      YTD          house                                              Value        Deal                 YTD          house                                              Value        Deal
                  30-nov-2009                                                         ($m)         count            30-nov-2009                                                         ($m)         count

                        1          Credit	Suisse	                                    11,923          20                   1          Credit	Suisse                                     11,923          20
                        2          JPMorgan                                          11,347          17                   2          JPMorgan                                          11,347          17
                        3          Citigroup	                                        9,781           11                   3          Morgan	Stanley                                     5,746          13
                        4          UBS	Investment	Bank                               9,317           12                   4          UBS	Investment	Bank                                9,317          12
                        5          Rothschild                                        7,906           6                    5          Citigroup	                                         9,781          11
                        6          Estater	Assessoria	Financeira	                    7,412           5                    6          Banco	Bradesco	                                    6,022          8
                        7          BNP	Paribas	                                      6,892           6                    7          Rothschild                                         7,906          6
                        8          Banco	Bradesco	                                   6,022           8                    8          BNP	Paribas	                                       6,892          6
                        9          Morgan	Stanley                                    5,746           13                   9          Estater	Assessoria	Financeira	                     7,412          5
                       10          Calyon                                            4,766           2                   10          Santander	Global	Banking	and	Markets               2,083          5
                       11          Pohjola	Corporate	Finance                         2,405           1                   11          Goldman	Sachs                                      1,295          5
                       12          Global	M&A                                        2,205           4                   12          Global	M&A                                         2,205          4
                       13          Deutsche	Bank                                     2,202           4                   13          Deutsche	Bank	                                     2,202          4
                       14          Santander	Global	Banking	and	Markets              2,083           5                   14          Bank	of	America	Merrill	Lynch                       545           4
                       15          Deloitte	                                         2,000           3                   15          Deloitte	                                          2,000          3
                                                                                     Source:	mergermarket                                                                              Source:	mergermarket


                The	financial	adviser	leue	tables	by	value	and	volume	have	been	run	from	01	January	2009		to	30	November	2009	and	exclude	lapsed	and	withdrawn	deals.	The	tables	cover	all	sectors	and	are	
                based	on	the	geography	of	either	the	target,	bidder	or	seller	being	Latin	America




                TOP 15 LegAL ADVISeRS – LATIn AMeRICA
                VALUE                                                                                            VOLUME
                      YTD          house                                              Value        Deal                 YTD          house                                              Value        Deal
                  30-nov-2009                                                         ($m)         count            30-nov-2009                                                         ($m)         count

                        1          Machado	Meyer	Sendacz	e	Opice                     17,379          21                   1          Mattos	Filho,	Veiga	Filho,	Marrey	Jr.	e	           7,441          25
                        2          Simpson	Thacher	&	Bartlett	                       10,895          9                               Quiroga	Advogados

                        3          Barbosa,	Mussnich	&	Aragao                        10,251          13                   2          Machado	Meyer	Sendacz	e	Opice                     17,379          21

                        4          Pinheiro	Neto	Advogados                            8,911          13                   3          Barbosa,	Mussnich	&	Aragao                        10,251          13

                        5          Shearman	&	Sterling	                               8,410          7                    4          Pinheiro	Neto	Advogados                            8,911          13

                        6          Mattos	Filho,	Veiga	Filho,	Marrey	Jr.	e	           7,441          25                   5          Simpson	Thacher	&	Bartlett	                       10,895          9
                                   Quiroga	Advogados                                                                      6          Tozzini	Freire	Teixeira	E	Silva	Advogados          7,102          8
                        7          Tozzini	Freire	Teixeira	E	Silva	Advogados          7,102          8                    7          Prieto	&	Carrizosa	                                 583           8
                        8          Motta	Fernandes	Rocha	Advogados                    6,952          5                    8          Estudio	Muniz,	Ramirez,	Perez-Taiman	               227           8
                        9          Bredin	Prat                                        6,778          4                               &	Olaya	Abogados

                       10          Freshfields	Bruckhaus	Deringer                     5,737          6                    9          Shearman	&	Sterling	                               8,410          7

                       11          Skadden	Arps	Slate	Meagher	&	Flom	                 4,572          5                   10          Azevedo	Sette	Advogados                             153           7

                       12          Linklaters                                         4,425          5                   11          Freshfields	Bruckhaus	Deringer                     5,737          6

                       13          DLA	Piper                                          4,347          3                   12          Carey	y	Cia                                        1,218          6

                       14          Clifford	Chance                                    4,306          1                   13          Motta	Fernandes	Rocha	Advogados                    6,952          5

                       15=         Bocater,	Camargo,	Costa	e	Silva	                   3,577          2                   14          Skadden	Arps	Slate	Meagher	&	Flom	                 4,572          5
                                   Advogados                                                                             15          Linklaters                                         4,425          5
                       15=         Fontes,	Tarso	Ribeiro	Advogados		                  3,577          2                                                                                 Source:	mergermarket
                                                                                     Source:	mergermarket


                The	legal	adviser	leue	tables	by	value	and	volume	have	been	run	from	01	January	2009	to	30	November	2009	and	include	lapsed	and	withdrawn	deals.	The	tables	cover	all	sectors	and	are	based	
                on	the	geography	of	either	the	target,	bidder	or	seller	being	Latin	America




                                                                                                                                                                                  Monthly M&A Report           31
                TREND	GRAPHS

                LATIn AMeRICAn M&A quARTeRLY TRenD
LATIN AMERICA




                 VALUE                                                                                                 VOLUME
                             60,000                                                                                                    175



                                                                                                                                       150
                             50,000


                                                                                                                                       125
                             40,000




                                                                                                                     number of deals
                value ($m)




                                                                                                                                       100

                             30,000

                                                                                                                                        75

                             20,000
                                                                                                                                        50


                             10,000
                                                                                                                                        25



                                 0                                                                                                       0
                                      Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4                                Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4
                                      04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09*                               04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09*

                                                                                                                                                                                                              Moving	
                                                                                                                                                                                                              average	
                                                                                                                                                                                                              trend	line




                LATIn AMeRICAn M&A quARTeRLY PRIVATe equITY TRenD

                 VALUE                                                                                                 VOLUME
                              2,500                                                                                                    15




                              2,000                                                                                                    12
                                                                                                                     number of deals




                              1,500                                                                                                     9
                value ($m)




                              1,000                                                                                                     6




                               500                                                                                                      3




                                 0                                                                                                      0
                                      Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4                                Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4
                                      04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09*                               04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09*



                                                                                            Latin American buyouts                                                                                 Latin American buyouts

                                                                                            Latin American exits                                                                                   Latin American exits




                                                                                                                                                                                            Monthly M&A Report              32
                 TREND	GRAPHS




                 LATIn AMeRICAn M&A AnnuAL TRenDS
LATIN AMERICA




                 VALUE                                                                                                         VOLUME
                                     120                                                                                                           500



                                     100
                                                                                                                                                   400


                                      80




                                                                                                                              number of deals
                value ($bn)




                                                                                                                                                   300

                                      60


                                                                                                                                                   200
                                      40



                                                                                                                                                   100
                                      20



                                       0                                                                                                               0
                                            2004          2005            2006      2007         2008           YTD 2009*                                       2004             2005           2006        2007         2008           YTD 2009*




                                                                                                     All Latin America M&A                                                                                                   All Latin America M&A

                                                                                                     Latin American buyouts                                                                                                  Latin American buyouts

                                                                                                     Latin American exits                                                                                                    Latin American exits




                 LATIn AMeRICAn M&A SeCTOR BReAkDOwn YTD 2009

                 VALUE                                                                                                         VOLUME

                                                           0.5%
                                                   3.1%                                                                                                              3%   2.6%
                                     0.9%   6%                                             Consumer                                                           3.3%                                                 Consumer
                                                                      16.6%                                                                                                                     20.4%
                                                                                                                                                       3.9%
                                     4.5%                                                  Industrials & Chemicals                                                                                                 Industrials & Chemicals
                              1.5%
                                                                                           Energy, Mining & Utilities
                                                                                                                                                4.9%                                                               Energy, Mining & Utilities

                                                                                           Financial Services                                                                                                      Financial Services
                                                                                                                                   4.9%
                   10.2%                                                                   Business Services                                                                                                       Business Services
                                                                                 18.1%     TMT                                                                                                                     TMT
                                                                                                                               4.9%
                 0.8%
                                                                                           Pharma, Medical & Biotech                                                                                    16.8%      Pharma, Medical & Biotech

                                                                                           Construction                                   6.9%                                                                     Construction

                                                                                           Transport                                                                                                               Transport
                                18.2%
                                                                                           Agriculture                                                                                                             Agriculture
                                                                                                                                                           13.2%
                                                                  19.6%                    Real Estate                                                                                                             Real Estate
                                                                                                                                                                                        15.1%
                                                                                           Leisure                                                                                                                 Leisure




                                                                                                                                                                                                                   Monthly M&A Report                 33
                MID-MARKET	DEALS

                TOP 10 LATIn AMeRICAn AnnOunCeD MID-MARkeT DeALS YTD nOVeMBeR 2009
                ($10M	TO	$250M)
LATIN AMERICA




                Announced   Status   Target company      Sector           Target/seller   Target/seller      Bidder company        Bidder       Bidder legal        Seller         Deal
                                                                          financial       legal adviser                            financial    adviser             company        value
                                                                          adviser                                                  adviser                                         ($m)
                19-Nov-09     p      Wayne-Dalton	       Construction                                        Overhead	Door	        Grant	       Jones	Day           Wayne-          250
                                     Corp	(overhead	                                                         Corporation	          Thornton	                        Dalton	Corp
                                     door	business	in	                                                                             Corporate	
                                     North	America	                                                                                Finance
                                     and	Europe)	
                23-Sep-09     C      Fabrica	Nacional	 Construction                       Advising Seller:   Corporacion	                       Curtis,	Mallet-     Lafarge	SA      247
                                     de	Cementos	SA	                                      Squire,	Sanders	   Socialista	                        Prevost,	Colt	&	
                                     (93.80%	stake)                                       &	Dempsey          Cementera                          Mosle	
                11-Nov-09     p      Vale	Do	Ivai	SA     Consumer         Rabobank        Lilla,	Huck,	      Shree	Renuka	         Motilal	    Veirano	                             240
                                                                                          Otranto,	          Sugars	Limited        Oswal	      Advogados
                                                                                          Camargo	e	                               Investment	
                                                                                          Messina	;	                               Advisors	
                                                                                          Pinheiro	Neto	
                                                                                          Advogados
                26-Aug-09     C      Tafisa	Brazil	SA    Industrials	&	   Advising                           Placas	do	Parana	                  Simpson	Thacher	 SCS	Beheer	        227
                                                         Chemicals        Seller:                            SA                                 &	Bartlett	      BV;and	
                                                                          JPMorgan                                                                               Tableros	
                                                                                                                                                                 de	Fibras	
                                                                                                                                                                 Ibericos	SL
                 9-Apr-09     p      Shefa               Consumer                                            Rezende	Barbosa	                                                       220
                                                                                                             SA	Administracao	
                                                                                                             e	Participacoes
                12-Nov-09     C      Cementos	         Construction                                          Grupo	Votorantim                                       Corporacion	    200
                                     Artigas	SA	(50%	                                                                                                               Uniland	SA
                                     stake);	Cementos	
                                     Avellaneda	SA	
                                     (50%	stake)
                 9-Jun-09     p      Yamana	Gold	       Energy,	Mining	 Advising          Advising Seller:   Aura	Minerals	Inc Genuity	         Blake,	Cassels	     Yamana	Gold	    200
                                     Inc	(San	Andres	 &	Utilities       Seller:           Cassels	Brock	                       Capital	         &	Graydon;	         Inc
                                     Gold	Mine);	                       National	         &	Blackwell	                         Markets          DuMoulin	Black	
                                     Yamana	Gold	Inc	                   Bank	
                                     (Sao	Francisco	                    Financial	
                                     Gold	Mine);and	
                                     Yamana	Gold	Inc	
                                     (Sao	Vicente	Gold	
                                     Mine)
                 2-Apr-09     p      Credito	            Financial	                                          Caja	de	Ahorros	      kpMg         KPMG	Abogados	 GMAC-RFC	            195
                                     Inmobiliario	       Services                                            del	Mediterraneo                                  Auritec	SA
                                     Terras
                 8-Jan-09     p      LA	Hotels	SA        Leisure                          Barbosa,	          Invest	Tur	Brasil-	   Bank	of	     Mattos	Filho,	      gp              192
                                                                                          Mussnich	&	        Desenvolvimento	      America	     Veiga	Filho,	       Investments	
                                                                                          Aragao             Imobiliario	          Merrill	     Marrey	Jr.	         Limited
                                                                                                             Turistico	SA          Lynch        e	Quiroga	
                                                                                                                                                Advogados
                18-Feb-09     C      Abyara	             Real	Estate      Morgan	      Pinheiro	Neto	        IPU	Participacoes	 Banco	          Mattos	Filho,	                      190
                                     Planejamento	                        Stanley;	    Advogados             SA                 Bradesco	       Veiga	Filho,	
                                     Imobiliario	SA		                     Valuation	                                                            Marrey	Jr.	
                                     (62.13%	stake)                       Consultoria	                                                          e	Quiroga	
                                                                          Empresarial	                                                          Advogados
                                                                                                                                                                     Source:	mergermarket




                                                                                                                                                                   Monthly M&A Report       34
                MID-MARKET	DEALS




                LATIn AMeRICAn M&A quARTeRLY MID-MARkeT TRenD
LATIN AMERICA




                 VALUE                                                                                            VOLUME
                             6,000                                                                                                100



                             5,000
                                                                                                                                   80


                             4,000




                                                                                                                number of deals
                                                                                                                                   60
                value ($m)




                             3,000

                                                                                                                                   40

                             2,000


                                                                                                                                   20
                             1,000



                                0                                                                                                   0
                                     Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4                            Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4
                                     04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09*                           04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09*

                                                                                                                                                                                                        Moving	
                                                                                                                                                                                                        average	
                                                                                                                                                                                                        trend	line




                                                                                                                                                                                        Monthly M&A Report           35
                MID-MARKET	LEAGUE	TABLES

                TOP 10 MID-MARkeT FInAnCIAL ADVISeRS –                                                    TOP 10 MID-MARkeT LegAL ADVISeRS –
                LATIn AMeRICA                                                                             LATIn AMeRICA
LATIN AMERICA




                ($10M	TO	$250M)                                                                           ($10M	TO	$250M)
                     YTD         house                                              Value        Deal          YTD          house                                                Value         Deal
                 30-nov-2009                                                        ($m)         count     30-nov-2009                                                           ($m)          count
                 Value:                                                                                   Value:
                          1      JPMorgan                                          1,095           8               1        Mattos	Filho,	Veiga	Filho,	Marrey	Jr.	e	             1135               12
                          2      Credit	Suisse                                      434            6                        Quiroga	Advogados
                          3      Banco	Bradesco	                                    405            3               2        Pinheiro	Neto	Advogados                               867               7
                          4      Goldman	Sachs                                      319            2               3        Barbosa,	Mussnich	&	Aragao                            767               5
                          5      Morgan	Stanley                                     309            3               4        Machado	Meyer	Sendacz	e	Opice                         699               8
                          6      UBS	Investment	Bank                                281            4               5        Motta	Fernandes	Rocha	Advogados                       289               2
                          7      Grant	Thornton	Corporate	Finance                   250            1               6        Pinheiro	Guimaraes	Advogados                          265               2
                          8      Citigroup	                                         240            3               7        Skadden	Arps	Slate	Meagher	&	Flom	                    260               2
                      9=         Motilal	Oswal	Investment	Advisors	                 240            1               8        Veirano	Advogados                                     260               2
                      9=         Rabobank	                                          240            1               9        Vinson	&	Elkins	                                      250               2
                 Volume:                                                                                        10          Jones	Day                                             250               1
                          1      JPMorgan                                          1,095           8      Volume:

                          2      Credit	Suisse                                      434            6               1        Mattos	Filho,	Veiga	Filho,	Marrey	Jr.	e	             1,135              12
                                                                                                                            Quiroga	Advogados
                          3      UBS	Investment	Bank                                281            4
                          4      Banco	Bradesco	                                    405            3               2        Machado	Meyer	Sendacz	e	Opice                         699               8

                          5      Morgan	Stanley                                     309            3               3        Pinheiro	Neto	Advogados                               867               7

                          6      Citigroup	                                         240            3               4        Barbosa,	Mussnich	&	Aragao                            767               5

                          7      Deutsche	Bank	                                     202            3               5        Estudio	Muniz,	Ramirez,	Perez-Taiman	                 212               4
                                                                                                                            &	Olaya	Abogados
                          8      Goldman	Sachs                                      319            2
                          9      Patria-Banco	de	Negocios	                          211            2               6        Azevedo	Sette	Advogados                               153               3

                      10         Santander	Global	Banking	and	Markets               190            2               7        White	&	Case	                                         145               3
                                                                                   Source:	mergermarket            8        Rodrigo	Elias	&	Medrano                                43               3
                                                                                                                   9        Motta	Fernandes	Rocha	Advogados                       289               2
                The	financial	adviser	league	tables	by	value	and	volume	have	been	run	from	01	January           10          Pinheiro	Guimaraes	Advogados                          265               2
                2009	to	30	November	2009	and	exclude	lapsed	and	withdrawn	deals.	The	tables	cover	all	                                                                          Source:	mergermarket
                sectors	and	are	based	on	the	geography	of	either	the	target,	bidder	or	seller	being
                Latin	America
                                                                                                          The	legal	adviser	league	tables	by	value	and	volume	have	been	run	from	01	January
                                                                                                          2009	to	30	November	2009	and	include	lapsed	and	withdrawn	deals.	The	tables	cover
                                                                                                          all	sectors	and	are	based	on	the	geography	of	either	the	target,	bidder	or	seller	being
                                                                                                          Latin	America




                                                                                                                                                                             Monthly M&A Report          36
the following notes pertain to data contained in this publication:
•	 Deals	are	included	where	the	deal	value	is	greater	than	or	equal	to	EUR	5m.
•	 Where	no	deal	value	has	been	disclosed,	deals	are	included	if	the	turnover	of	
   the target is greater than or equal to Eur 10m.
•	 Deals	are	included	in	the	graphs	and	Top	Deals	in	each	section	based	on	
   the dominant geography and dominant sector of the target company. data
   underlying the league Tables are based on deals where the bidder, target or
   parent geography of either is that of the geography in focus.
•	 YTD	2009*	refers	to	the	period	01	January	2009	to	30	November	2009.




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