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					Monthly M&A
Insider
A mergermarket report on global M&A activity




                                               October 2007 Issue
Contents
Introduction                                                                          3
   Private equity’s secret sigh of relief                                              5
   GDF and Suez announce the merger agreement                                          6
   Canadian banking makes a move into the North American Financial Sector              8

North America                                                                        10
Asia-Pacific                                                                          27
Europe                                                                               44
UK                                                                                   53
Germany                                                                              67
France                                                                               82
Italy                                                                                93
Benelux                                                                              106
Iberia                                                                               119
Nordic                                                                               132
CEE and CIS                                                                          144




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Introduction


September: month of recovery for global M&A markets

While the month of August saw investors nervously                of building big positions in a few countries and withdrawing
watching the credit crisis unfold and global equity markets      from others. His assault on the bank comes as its Asian
take a battering, September has witnessed a remarkable           arm is embroiled in an attempt to purchase a $6.3bn 51%
turnaround, with Asian stock exchanges now trading at            stake in the Korea Exchange Bank (KEB). HSBC’s attempt to
record-breaking levels and US and European bourses               purchase a controlling stake is being hindered by allegations
hovering at historic highs.                                      of corruption over KEB’s previous sale to US private equity
                                                                 firm Lone Star, in 2003.
M&A markets will almost certainly benefit from the rebound,
with one article in the FT proclaiming that “we might see        Looking forward, VT Group, the UK-based technical and other
quiet times in M&A for the rest of this year, but not for much   related support services provider, could be in the crosshairs
longer.” Some might argue that with deals such as the            of a number of potential bidders including Serco, the UK
$6.8bn takeover of the Alinta assets of Singapore Power, the     Industrial Services group, BAE Systems and Lockheed
Singaporean electricity and gas utility firm by SP AusNet Pty     Martin. The Financial Times noted that any such bidder could
Ltd, the Australian Investment holding company, the quiet        offer up to 700p per share. The company is currently valued
times are already over. Discounting the $15.6bn mega buyout      at $4bn.
of ICI by Akzo Nobel NV in mid-August, the top five M&A
                                                                 As ever, Monthly M&A insider gives a detailed analysis of
deals in September topped the previous month’s figures by
                                                                 these deals and more. We hope you find this month’s edition
more than $2bn, up from $22.2bn in August to $24.6bn in
                                                                 useful and informative and as always, we would welcome
September.
                                                                 your feedback.
Shareholder activism was also an unfolding trend over
                                                                 Douglas Robinson,
the course of the month, with HSBC taking the majority
                                                                 Remark
of the flak. Firstly, the world’s local bank has attracted the
attention of Eric Knight, the founder of Knight Vinke Asset
Management, who is calling for the bank to pursue a strategy


Head of Research – Elias Latsis

Editor – Ed Lucas

Head of Production – Steve Jeal


North America – Mo Hersi
Asia – David Hung, Shunsuke Okano & Wing Pun
UK – Laya Montelibano
Iberia – Alvaro Lopez & Raul Andrade
Benelux – Kathleen Van Aerden
France – Damir Djordjevic & Linda Frosio
Germany – Sola Akinola
Italy – Gabriella Cervai, Linda Frosio & Raul Andrade
Nordic – Line Cicilie Lofsgard
CEE – Tom Coughlan



For advertising opportunities contact:
Simon Anam
Tel: +44 (0)20 7059 6124
sa@mergermarket.com
                                                                                                    Monthly M&A Report – 3
                           F T G LOBAL CON F E RE NCE S & EVE N T S




                           FT/DIFC
                           World
                           Financial
                           Centres
                           Summit
                           November 19-20, 2007 Dubai

                           The battle for global capital has intensified competition among leading financial centres,
                           set off a wave of consolidation among international stock and futures exchanges, and
                           caused a major shift in investment bank resources.
                           The Financial Times and the Dubai International Financial Centre will gather some of the
                           biggest names in international finance to discuss these and other unprecedented
                           challenges facing the world’s financial hubs.
                           The Summit will be the cornerstone of this year’s DIFCweek.

                           Featured speakers include
                           H.E. Dr Omar Bin Sulaiman, Governor, Dubai International Financial Centre
                           Long Yongtu, Secretary General, Boao Forum for Asia, China
                           Charles Prince, Chairman and Chief Executive Officer, Citi
                           Lawrence Summers, Charles W. Eliot University Professor, Harvard University
                           Ronald Arculli, Chairman, Hong Kong Exchanges and Clearing Ltd
                           John Davidson, Chief Corporate Development Officer, Chicago Mercantile Exchange
                           David Eldon, Chairman, Dubai International Financial Centre Authority
                           Hajir Naghdy, Executive Director, Investment Banking Group, Macquarie Bank
                           R. Ravimohan, Managing Director & CEO, CRISIL
                           Charles Roxburgh, Director, McKinsey & Company
Silver Sponsor
                           Warwick Smith, Chairman, State of New South Wales, Australia and New Zealand Banking Group
                           Koutaro Tamura, Parliamentary Secretary for Financial Services, Japan Cabinet Office
                           Martin Wolf, Chief Economics Commentator, Financial Times

                           For sponsorship opportunities, please contact:
                           Asia
Headline Media Partners
                           Angela Mackay          Tel: +852 2905 5525           Email: angela.mackay@ft.com
                           Middle East
                           Mikael Heiniö          Tel: +971 4 3902523           Email: mikael@ft-arabia.com
                           Luke McGreevy          Tel: +971 4 3914398           Email: luke.mcgreevy@ft.com
                           International
                           Nick West Tel: +44 (0) 207 873 4834                  Email: nick.west@ft.com

                           For more information about the Summit, please visit:
                           www.ftconferences.com/wfcs2007
                           Contact: Asia Jean Lau +852 2230 5851 or jean.lau@ft.com
Local Lead Media Partner   International Aliki Varsamides +44 (0) 20 7873 4109 or aliki.varsamides@ft.com
                           For more information about DIFCweek, please visit:
                           www.difcweek.ae
                                                                                                                  Features




Private equity’s secret sigh of relief


The UK’s private equity spotlight is squarely on Alistair Darling this week following his first pre-budget
report to the House of Commons. The report dealt a death-blow to the UK industry’s tax relief, which saw
private equity practitioners pay just 10% tax on their capital gains.



The crack-down on private equity saw the Chancellor scrap         Secondly and perhaps of bigger interest to the industry, is the
the much criticised taper relief tax mechanism. In its place      predicted surge in buyout activity before the taper relief rate
comes a flat 18% capital gains tax rate, which – ironically – is   is withdrawn on 6 April 2008. Entrepreneurs and investors
lower than the previous levels of capital gains tax on non-       now have less than six months to sell up and benefit from an
business assets. Owners of such non-business assets, such         effective 8% reduction in tax on capital gains, and legal and
as landlords, second home owners and private investors,           financial advisers are forecasting a jump in M&A sales.
had been burdened with a capital gains tax of 40% if they
                                                                  Legal and financial advisers are not the only ones who stand
sell their assets within three years or 24% if they sell after
                                                                  to benefit from the tax hike and the associated surge in
10 years. They now are liable to pay just 18% on any capital
                                                                  M&A sales. Private equity firms could benefit from cheaper
gains.
                                                                  prices as firms put themselves up for sale take into account
However, according to the British Private Equity and Venture      the trade-off of selling before or after the 6 April deadline.
Capital Association (BVCA), the 8% hike ‘threaten(s) Britain’s    One legal partner summed up the situation by saying “it
entrepreneurial spirit’. “This move will hit not just private     will, in effect, be a buyers’ market.” Calum Paterson, Head
equity but thousands of venture capitalists, family businesses    of Scottish Equity Partners, went further: “If you dispose of
and small and medium-sized companies,” the Chief                  an asset quickly, your capital gains tax has been reduced by
Executive of the BVCA said.                                       as much as 55%. If you take a longer term view, it is 80%
                                                                  higher,” he said.
These sentiments were echoed by the CBI, with John
Cridland, Deputy Director-General of the CBI’s employers          Private equity experts also have good reason to believe that
body saying the move “will discourage investment right            the buyers market will continue after the 6 April closing
across the economy. Entrepreneurs who have toiled to              date. This is primarily due to the fact that the taper relief rate
build up businesses from scratch will be particularly hard        rewarded long-term investors with lower capital gains tax –
hit.” To an extent, the concerns of the CBI and the BVCA          an incentive which has now been removed. Private equity
are genuine. Venture capitalists, who operate on a smaller,       will now be able to ‘flip’ their investments at a much faster
riskier level than private equity firms, are concerned about       rate than before, when tax considerations played a key role
the implications of the tax hike, as are AIM investors and        in determining exactly when to exit. It would seem that the
shareholders of company employee share ownership                  Chancellor has, perhaps inadvertently, become the darling of
schemes, both of which have much to lose following the            the industry after all.
abolition of the taper relief rate.
                                                                  Douglas Robinson
The private equity industry itself is proving to be rather more   Remark
sanguine over the rate rise. First, they are relieved that the
Chancellor appears to have made no mention of altering the
current definition of ‘carried interest’ – the private equity
practitioner’s equivalent of a bonus – from capital gain to
income, which is taxable at 40% instead of the now 18%.




                                                                                                        Monthly M&A Report – 5
                                                                                                            Features




GDF and Suez announce the
merger agreement

On 2 September 2007, the boards of directors of Gaz de France (GDF), the listed French gas company
and Suez SA, the listed France-based diversified utility group whose activities include electricity and gas
distribution, approved a merger between the two companies.

The merger of equals will be done on the basis of a 0.9545      Following the deal, the newly-created GDF Suez, will hold
to one share exchange ratio or 21 GDF shares for 22 Suez        the remaining 35%, while Suez’s main French shareholders,
shares via the absorption of Suez by GDF. The decision          including CNP Assurances, CDC, Areva, Credit Agricole and
to create GDF Suez is part of the companies’ strategy to        Albert Frere, will control 12% of its environment business.
become a major player in the gas and electric sector. This      However, Suez’s largest shareholders have agreed to form
idea was fully supported by the French President Nicolas        an informal shareholders’ pact for up to three years, in
Sarkozy, who played a major role in this merger, and whose      effect, locking up approximately 48% of the equity. The IPO
ambition is to create “national champions” by consolidating     of Suez’s environment activities should help this business
big French companies in strategic sectors, such as the          to benefit from better exposure with direct access to the
energy sector. The deal should create the world’s fourth-       financial markets and the support of a stable shareholding in
largest power group behind Gazprom, EDF and Eon, with an        order to continue its strategy of dynamic development. The
estimated combined stock market capitalization of €90bn and     IPO will result in the creation of one of the world’s leading
a turnover of €72bn. Both entities are expecting operational    companies in the environment, water and waste services
synergies of about €1bn per year by 2013 (including             industries. The business was registered in 2006 and employs
approximately €400m by 2010), after taking into account         approximately 60,000 employees. It generates €11.4bn
the impact of the commitments made to the European              revenues and a €2bn EBITDA, and should benefit from an
Commission. These operational synergies will require limited,   attractive stock market position.
non-recurring implementation costs of approximately €300m.
                                                                According to the French daily Le Figaro, Jean-Bernard
At the same time, the financial optimization of the new group
                                                                Lafonta, the CEO of Wendel Investissement, the listed
will create benefits which are estimated at approximately
                                                                French PE firm, expressed interest in acquiring Suez
€1bn. In the longer term, GDF Suez will have the potential
                                                                Environnement. Patrick Sawyer, the CEO of Eurazeo SA,
for additional synergies including the optimization of the
                                                                the listed France-based PE firm, confirmed that he is ready
investment program and the development of revenue
                                                                to team up with Wendel Investissement in order to acquire
synergies.
                                                                assets of the business. At the same time Henri Proglio,
The merger between GDF and Suez wouldn’t have been              Chairman of Veolia Environnement SA, the listed French
undertaken if Suez hadn’t agreed to spin off 65% of its         company involved in water holding, waste management,
water and waste division. The 65% of the capital in Suez’s      energy and transport operations, has also confirmed the
environment activities will be distributed to the company’s     group’s intention to acquire the international assets of
shareholders. Thus, Suez managed to overcome the                Suez Environnement and that Veolia has enough capital to
valuation gap between the two companies, which was the          purchase around the €8bn range. Several other French and
main obstacle to their merger. This is because the French       foreign companies, including the French group Decaux,
government, as the main shareholder of GDF, refused to pay      are rumored to be interested in acquiring a stake in Suez’
a high dividend in the case of a merger in which Suez would     environment activities.
keep 100% of its environmental business. According to some
analysts, this business is worth approximately €20bn.




                                                                                                   Monthly M&A Report – 6
                                                                                                               Features



GDF and Suez announce the merger agreement




the European Commission, which is expected to authorize             that the French Finance Minister Christine Lagarde has
the postponement of the merger between GDF and Suez,                confirmed that the French Government wants to control a
as it was earlier requested by the companies’ Chairmen,             golden share in GDF Suez. Thus, with over 35% of GDF Suez
will probably ask the two entities to proceed shortly to            capital and 33% of the seats at the board of the company,
the concessions and divestments, including the sale of              the government would be able to veto any strategic decision
Distrigaz, the Belgium-based gas group. As a result, several        that could go against the plans of the French State. This
energy giants are said to have expressed their interest in          decision may raise issues with the European Commission
acquiring Distrigaz, including Enel, the listed Italian energy      which is against golden shares. However, according to
group, Gazprom OAO, the listed Russia-based oil and                 some competition lawyers, the European Commission may
gas exploration and production company and gas pipeline             authorize the French government to take a golden share in
operator, RWE AG, the listed Germany based energy and               GDF Suez, since the jurisprudence of the European Court
utility company, Sonatrach, the listed Algerian energy              of justice has previously recognized that golden shares may
group, and Electricite de France SA (EDF), the listed French        be allowed in the energy sector in certain conditions when
generator, transmitter and distributor of energy and provider       it is necessary to protect the state’s strategic and general
of energy services. The Suez spokesperson said that                 interests. Meanwhile, the Belgian cabinet council mandated
Distrigaz will be sold to the company which offers the best         Marc Verwilghen, Belgian minister for Economic Affairs, to
mix of financial conditions and assets offered in exchange.         obtain a golden share in the future GDF Suez energy group.
He also added that none of the potential bidders have been
                                                                    The merger between Suez and GDF has also rattled
excluded yet. Meanwhile, La Tribune quoted Enel finance
                                                                    the Spanish and German markets. In fact, according to
director Luigi Ferraris who claimed that the acquisition
                                                                    Frankfurter Allgemeine Sonntagszeitung, the German weekly,
program of Enel had been completed, implying that the
                                                                    GDF Suez will have enough cash to make large acquisitions.
Italian company probably won’t bid for Suez assets, and
                                                                    Thus, the newspaper reported that GDF Suez will be able
more especially, for Distrigaz. At the same time, n.v. Nuon,
                                                                    to afford the acquisition of RWE, the listed Germany based
the listed Netherlands-based energy company which aims
                                                                    energy giant. The Financial Times also reported that the
to further strengthen its position in the Belgian market, is
                                                                    Spanish government has expressed serious concerns about
rumored to be a potential bidder, especially after the failure of
                                                                    the merger, saying that it could lead to aggressive expansion
the Nuon/Essent merger. Distrigaz is valued at about €3bn.
                                                                    by the newly created giant into southern Europe. The
In the meantime, according to the French financial daily Les        Spanish government is said to be preparing some defensive
Echos, Gerard Mestrallet, Chairman of Suez (future Chairman         measures against the GDF Suez threat, the main argument
and chief executive officer of GDF Suez) and Jean-Francois          being that the high tariffs on gas and electricity imposed
Cirelli, Chairman of GDF (future Vice Chairman and President        by the French government will help GDF to turn large
of GDF Suez and who will run the new company jointly                profits, which the company could use as funding for large
with Gerard Mestrallet), confirmed that the completion of           acquisitions. However, Gerard Mestrallet tried to reassure
the merger will not take place before the end of 2007. The          the Spanish government by saying that GDF Suez will not
newspaper confirmed that the completion of the deal may             make acquisitions without the agreement of the Spanish
occur by the end of June 2008, even though both parties are         government.
reported to be working hard in order to complete the deal
                                                                    By Damir Djordjevic
before the end of 2007. Le Figaro, the French daily, reported
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                                                                                                               Features



Canadian banking makes a move into the
North American Financial Sector

The decline in value of the US dollar and the rise of its Canadian counterpart, along with the growth in
the value of Commerce Bancorp’s shares has allowed Canada’s Toronto Dominion to expand into the US.
September 21 was a milestone for the Canadian Loonie, marking the first time since 1976 that the currency
had hit parity with the US dollar.

Even though the US dollar could rebound, the Loonie retains       Affairs were about to take a downturn however. The
considerable strength for Canadian acquisitions. Indeed,          success of Commerce could not escape the attention of the
the 62% surge in the Canadian dollar since 2002 has played        regulators - by 2002 it was underwriting around half of the
into the hands of Canadian mega bank Toronto-Dominion             municipal bonds in New Jersey. More damagingly, scandal
(TD). In fact, TD’s market value has increased to more than       was to ultimately force the removal of Hill as the OCC began
$52bn over the period, making foreign acquisitions cheaper        to probe deeper into accusations of abuse of family ties and
for Canada’s third-biggest bank. Unsurprisingly, TD has           cronyism. As a result, the bank was forced to agree to stop
taken advantage of this positive forex fluctuation by recently     inter-mingling personal interests with its operations.
agreeing to buy Commerce Bancorp, an American retail bank
                                                                  The time seemed perfect for a takeover, with a gradual rise
based in Cherry Hill, New Jersey, for $8.5bn at the beginning
                                                                  in shares following Hill’s removal fuelling speculation that
of October.
                                                                  the company would be sold. Rumored suitors for Commerce
International expansion is something Canadian banks have          included JP Morgan Chase, Citigroup, Bank of America,
been aiming for in recent times. While five Canadian banks         Wachovia and PNC. However, on October 2, TD made a play
dominate the domestic Financial Services sector with all          for the bank, and Commerce announced it had agreed to
of them continuing to post record profits, (in part, because       sell itself for $8.5bn in stock and cash. The transaction – the
of Canada’s oil and commodity-driven economic growth),            biggest cross-border takeover by a Canadian lender – would
their home market is saturated. Furthermore, domestic             more than double TD’s presence in the United States will
mergers are not an option, as the Canadian government has         fortify TD’s presence in America’s Northeast September 21
repeatedly thwarted attempts by the banks to do so.               was a milestone for the Canadian Loonie, marking the first
                                                                  time since 1976 that the currency had hit parity with the US
Commerce Bancorp seemed ripe for the picking and was
                                                                  dollar.
labeled a potential target following the departure of its
founder and CEO Vernon Hill in June this year. Hill founded       TD certainly made significant gains with the Commerce
the bank at the age of 27 and operated it more like a store       purchase. TD has been on the prowl, as, despite being
than a conventional bank. A former real estate developer, he      one of the biggest Canadian banks, it has suffered from
instilled a business plan modelled on his expanding empire        disappointing growth rates at its New England-based TD
of New Jersey Burger King outlets. Commerce sought to             Banknorth unit. Commerce seemed a complementary fit
generate loyalty at its 460 branches by creating a customer-      to TD Banknorth’s network of New England branches,
friendly atmosphere, and staying open later than most other       with operations largely in New Jersey, New York and
banks. Indeed, Commerce labeled itself “America’s most            the Philadelphia area. Indeed, following the purchase of
convenient bank,” and offered customers inviting interiors        Commerce, TD will double its US business, adding almost
and long business hours. It soon became the fastest-growing       460 outlets and $48bn in assets across nine states. TD CEO
retail bank in the country and one of the few stand-alone         and President Ed Clark stated that: “With this deal TD has
regional banks in the United States, many of which have           achieved critical mass in the United States.” The two banks
been acquired by larger banks seeking to fill out their national   value the transaction at $42.37 a share, a small premium over
hold.                                                             Commerce’s recent closing price of $39.47.




                                                                                                      Monthly M&A Report – 8
                                                                                                                 Features



Canadian banking makes a move into the North American Financial Sector




Despite the relatively upbeat nature of the deal, analysts have   Analysts expect more inbound cross-border deals into the US
speculated that Commerce’s history might create greater-          in the future, fueled by the depreciation of the US dollar, which
than-usual challenges when TD begins to integrate its new         is near historic lows. Indeed, the weakening US currency,
holding. The question remains whether TD will be able to          along with depressed Financial Service sector valuations,
maintain the culture at Commerce, which is charismatic and        have the potential to spur further acquisitions of US banks,
growth-oriented, while at the same time improving earnings.       brokers, asset managers and insurers by international buyers
Indeed, Commerce’s operations made it difficult to find             who are using the opportunity to overcome limited growth
prospective buyers in the past, as most big American banks        opportunities at home. And the trend isn’t confined to North
that looked at the bank believed it had too many overlapping      American/Transatlantic deals either. This month has already
branch locations and that its business model was too difficult     seen Minsheng Banking Corporation agree to buy a 9.9%
to digest. Even TD will have to overhaul both its operations,     stake in San Francisco-based UCBH Holdings for more than
and the way it manages its balance sheet, according to deal       $200m, heralding the first strategic investment by a mainland
insiders. Furthermore, one of Commerce’s main customer            Chinese bank in a US bank.
draws, keeping branches open seven days a week, may prove
                                                                  Inbound foreign acquisitions into the Financial Services sector
too costly for TD to continue.
                                                                  seem to be gathering pace as mergermarket intelligence
Regardless, TD’s acquisition is the third-largest foreign deal    reports that China CITIC Bank Corporation is rumored to be
tergetting a Canadian company, following Manulife Financial       considering an offer for a 20% stake in Bear Stearns, the
Corporation’s purchase of John Hancock Financial Services         New York-listed financial firm. Only time will tell as to whether
in 2003 for $10.3bn in stock, and the takeover of Reuters         political scaremongering will kill this proposed transaction, yet
Group Plc by Thomson Corporation in May for $17.2bn. Taking       one suspects that this won’t be the last time a Chinese firm
advantage of the soaring Loonie, the Canadian Financial           comes knocking at a US door.
Services sector has announced or completed about $18bn
acquiring banks in the US, Latin America and the Caribbean
this year. One such example saw the Royal Bank of Canada
(RBC), a TD rival, and Canada’s biggest bank, agree to buy
RBTT Financial Holdings in Trinidad and Tobago for $2.2bn.
More recently, Bank of Nova Scotia, the second biggest
Canadian bank, bought lender Banco del Desarrollo in Chile
for about $1bn, while RBC continued its acquisitive streak
having agreed to buy Birmingham-based Alabama National
BanCorporation for $1.6bn.




                                                                                                        Monthly M&A Report – 9
North America


Sallie Mae/JC Flowers: Price currently not                         •   However, JC Flowers’ claim might have to be
being negotiated                                                       documented in greater detail in the MAC for them to
                                                                       have much legal wiggle room, the lawyer said. There are
•   Salle Mae and a buying consortium led by JC Flowers
                                                                       two precedent cases in MAC law – Frontier Oil v. Holly
    are yet to have serious discussions on price issues that
                                                                       Corporation and IBP v. Tyson Foods – the lawyer said. In
    transpired between them, according to two sources close
                                                                       the former, Holly entered into merger discussions with
    to the situation.
                                                                       Frontier having agreed to, but not yet signed, a merger
•   A source familiar with the buyer consortium’s thinking             agreement which was due to be signed a day or two
    said he expects parties to start discussing new terms              later.
    with less hostility shortly. JC Flowers does not want to
                                                                   •   Holly then learned that hundreds of former students
    lose this deal as it has been eyeing Sallie Mae for a while.
                                                                       at Beverly Hills High School planned to form a class
    Sallie Mae chairman Albert Lord may have communicated
                                                                       action suit to sue Frontier for a considerable sum due
    to his bankers the company’s tolerance level on price
                                                                       to environmental damage which they alleged had been
    which, it is understood, is unlikely to involve a more than
                                                                       caused by Frontier and other corporations at the site of
    $3 to 4 per share price cut.
                                                                       the school. Frontier indicated that the suit was unlikely
•   A source close to the situation said no such indication            to be filed. However, Holly decided to re-write the MAC,
    has been given by Sallie Mae’s chairman to JC Flower’s             strengthening the clause and specifically mentioning
    consortium.                                                        the lawsuit before the merger agreement was signed.
                                                                       Therefore, Holly was in a very unique situation, the
•   Sallie Mae needs to make a fair assessment of what
                                                                       lawyer noted. This clause forced the two companies to
    has transpired since the deal was announced, with
                                                                       renegotiate the price and terms of the transaction, but
    terms appeasing to both parties, instead of looking at
                                                                       at the end of the day, they were unable to come to an
    terminating the contract. The source familiar with the
                                                                       agreement and Holly used the re-written MAC clause,
    buyers’ thinking said Sallie Mae needs to provide some
                                                                       with the court’s support, to get out of the transaction.
    compromise to facilitate the funding of the transaction,
    adding that neither party would be interested in litigation.   •   In the second precedent case, IBP v. Tyson Foods, Tyson,
                                                                       which was seeking to acquire the large beef company,
•   Recently, JC Flowers announced that the passage of
                                                                       became skittish about completing the transaction, and
    the College Cost Reduction and Access Act of 2007 will
                                                                       attempted to utilize a weak quarterly earnings report to
    impact the earnings of Sallie Mae, by more than 12%
                                                                       invoke a MAC clause and back out of the transaction.
    annually over the next five years, it is understood. This
                                                                       However, the court ruled that short-term or temporary
    change in legislation therefore adversely affects the
                                                                       weakness in a company’s operating performance does
    company’s earnings and valuation, something that was
                                                                       not constitute a MAC and Tyson was obligated to close
    not expected when the deal was announced.
                                                                       the transaction or pay a break-up free. Tyson decided to
•   “JC Flowers, the lead sponsor of a consortium consisting           close the deal.
    of Bank of America and JPMorgan Chase, better have
                                                                   •   A source familiar with the buyer consortium’s thinking
    detailed terms in its Material Adverse Effect Clause
                                                                       said JC Flowers had the foresight and “cleverness”
    (MAC) if it expects to force renegotiation or get out its
                                                                       to put within the MAC a stipulation that if there were
    binding agreement to acquire SLM Corporation,” said
                                                                       legislative changes that could impact the operating and
    a lawyer who specializes in MAC cases. At stake is a
                                                                       financial performance, the buyout group could invoke a
    $900m break-up fee.
                                                                       MAC, renegotiate and get out of the transaction.




                                                                                                     Monthly M&A Report – 10
                                                                                                               North America



North America




•   However, a source close to Sallie Mae said JC Flowers         •   On 4 September, Metro, the Dallas-based wireless
    had not made any representation to Sallie that they would         communications service provider, sent a letter to Leap
    attempt to invoke the MAC clause. Further, JC Flowers             proposing a strategic stock-for-stock, tax-free merger,
    has not come back with any specific price. Sallie Mae              creating a fifth national wireless carrier. Under the terms
    firmly believes that the buyer group has no contractual            of the proposal, each outstanding share of Leap common
    basis to repudiate its obligations under the merger               stock would be exchanged for 2.75 shares of Metro
    agreement.                                                        common stock, which would equate to $77.89 for each
                                                                      share of Leap common stock, or total purchase price of
•   The source went on to say “it is unfortunate that two
                                                                      $5.5bn. Leap stock is currently trading roughly 6% higher
    of America’s leading banks do not want to live up to the
                                                                      than Metro’s offer.
    obligation they incurred.”
                                                                  •   The industry banker said Leap shareholders could
•   In a public statement, Virginia-based Sallie Mae concluded
                                                                      argue for a higher offer because Metro has greater
    legislative changes would reduce “core earnings” or net
                                                                      execution risk as it has more markets to roll out than
    income, between 1.8% and 2.1% annually over the next
                                                                      Leap. However, it is understood that Metro has a history
    5 years. Using business assumptions it has shared with
                                                                      of being a strong stand-alone business built on strong
    the buyer group, it is understood that the 2% number
                                                                      execution. Further, Metro is going to launch the Los
    cited by Sallie Mae is based on assumptions that are not
                                                                      Angeles market by the end of this month - the second
    acceptable to the buyers.
                                                                      largest market in America and will be the largest market
•   Leap Wireless: MetroPCS being very opportunistic to               that either company has launched by a factor of two. The
    snap up depressed shares; increased offer expected,               potential represented by Los Angeles for Metro cannot be
    sources say                                                       overstated, it was said.
•   MetroPCS Communications is being very opportunistic           •   Metro’s proposed deal structure allows Leap shareholders
    in attempting to snap up the depressed shares of Leap             to participate in all of the upside of the combined
    Wireless, an industry banker said. “Metro is talking about        companies, including the growth in the Los Angeles
    paying a 20% premium based on the 20-day average, but             market, it was said. With that being the case, as investors
    when you look at the premium from Friday’s close, it is           look at this deal and how the stocks of these two
    just 7%,” the banker added.                                       companies have traded over time, a pretty compelling
•   Conversely, it is understood that Leap has received a             argument could be made that Tuesday’s proposal is quite
    “pretty full” offer from Metro, with any changes to the           a bit more generous to Leap shareholders than what the
    proposal expected to be very disciplined from this point          market is currently saying.
    forward. It is further understood that the proposal was       •   Another strategic entering the bidding for Leap is unlikely
    received as an attractive and a serious one by Leap’s             given the valuation that Metro is willing to pay at this
    management and shareholders.                                      point in time, the industry banker said. However, one of
•   However, the industry banker added with Leap’s stock              the “elegant things” about this merger, if it happens, is
    trading at a premium to Metro’s offer, this means                 it positions the combined companies to become a more
    Metro will have to come in with a higher offer since              attractive acquisition candidate down the road by one
    at the current exchange rate, a deal is not going to be           of the nation-wide service providers. But at this point
    completed. “The market is saying it likes the deal, but not       in time, a strategic is not coming out of the woodwork,
    Metro’s offer,” he added.                                         he added. A second industry banker agreed, saying the
                                                                      valuation at this point in time relative to EBITDA would be
                                                                      rich for the large strategics, despite the superior growth
                                                                      rate of these two businesses.




                                                                                                     Monthly M&A Report – 11
                                                                                                               North America



North America




•   Also, an interested acquirer of Leap on a stand-alone          •   Regarding Metro’s approach, the industry banker said
    basis would most likely be more interested in pursuing             everyone in the industry knows they have been talking for
    Metro since it operates in superior markets with higher            four years. However, typically “bear-hug approaches do
    growth rates, it was said. Leap is a good company with             not come out of the blue”, it usually turns out they could
    its execution improving the past few years, but Metro              not agree on terms in a privately negotiated process, he
    would be viewed as the more attractive acquisition.                added.

•   Analysts and news reports citing the upcoming 700 MHz          •   Recently, Leap Wireless CFO, Amin Khalifa, resigned
    auction as the driving factor behind this transaction should       his position to pursue other interests. Assuming his
    be discouraged, it is understood. Both companies have              responsibilities is CEO Doug Hutcheson
    been very aggressive participants in the last two auctions
    and are more or less satisfied with their current footprint.
    Neither company believes that it has to participate in this
    auction as a combined company in order to ensure their
    businesses’ success, having acquired licenses in markets
    they desired to expand into or that they are already
    operating in.




                                                                                                     Monthly M&A Report – 12
                                                                                                               North America




Deal of the Month

 Target:      PrimeWest Energy Trust.                             Announced:      24/09/2007

 Bidder:      Abu Dhabi Energy Company                            Deal value:     USD 4,547

 Seller:                                                          Deal nature:    Recommended




Plan of Arrangement                                               Conditions:
•   PrimeWest Energy Trust, a Canadian corporation, has           •   HSR (USA)
    signed a definitive agreement to be acquired by Abu            •   Competition Act of Canada
    Dhabi National Energy Company, a United Arab Emirates         •   Investment Canada Act
    corporation. The boards of directors of both companies        •   PrimeWest Unitholders approval (66 2/3% approval
    have approved the merger.                                         required)

•   PrimeWest Energy Trust, a Canada based company
                                                                  Other Deal Details
    headquartered in Calgary, AB, is a conventional oil
                                                                  •   The Arrangement Agreement also permits PrimeWest
    and gas royalty trust that actively acquires, develops,
                                                                      to maintain its current monthly distribution at an amount
    produces and sells natural gas, crude oil and natural gas
                                                                      not greater than CAD 0.25 per Unit payable in each of
    liquids for the generation of monthly cash distributions
                                                                      the months of October and November 2007. In addition,
    to Unitholders. Abu Dhabi National Energy Company, a
                                                                      in accordance with the terms of the indenture governing
    United Arab Emirates based company headquartered in
                                                                      PrimeWest’s convertible debentures, Purchaser will make
    Abu Dhabi, is a government-owned company engaged
                                                                      an offer to purchase all outstanding debentures for a cash
    in supplying the Emirate of Abu Dhabi with electricity
                                                                      consideration equal to 101% of the face value thereof,
    and potable water, and is involved in issues relating to
                                                                      plus accrued and unpaid interest, within 30 days following
    the formulation, development and implementation of
                                                                      the effective date of the Arrangement.
    governmental policy with regard to matters pertaining to
    the water and electricity sectors.
                                                                  Expected Close
Terms                                                             •   The transaction is expected to close shortly after the
                                                                      security holders meeting, which is expected to take place
CAD 26.75 (USD 26.75) per unite of PrimeWest
                                                                      in late November 2007.
•   The offer provides a premium of 34.22% based on
    PrimeWest’s closing share price on 21 September 2007
    of USD 19.93.
                                                                  Termination Date
                                                                  •   The termination date for the transaction is 31 January
•   The implied equity value of the transaction is approx. USD
                                                                      2008, but it can be extended to 30 April 2008 under
    4.546bn.
                                                                      certain circumstances.
•   All of the issued and outstanding exchangeable shares
    of PrimeWest will also be acquired for CAD 26.75 per
                                                                  Termination Fee
    Unit. However, the cash consideration payable for the
                                                                  •   CAD 75m, or 3.08% based on the implied equity value of
    exchangeable shares will be calculated on the basis of
                                                                      the deal. The per-share increase required to cover this fee
    the exchange ratio in effect at the time the transaction is
                                                                      in a superior offer would be USD 0.83.
    completed.

•   If a superior offer were to emerge for PrimeWest, the
    company would be required to give Abu Dhabi National at
    least 2 calendar days to make adjustments to its current
    offer before PrimeWest’s board of directors could effect a
    change of recommendation of the deal.


                                                                                                     Monthly M&A Report – 13
                                                                                                                                              North America



Deal of the Month




                                  Exit Multiples – Y/E 31 Dec 2006                                                               Premium Analysis
                                       Multiples                                 Value (USDm)                  Offer price per share                26.75
Revenue                                    7.3 x                                       624                     1 day before                         34.22%
EBITDA                                     10.6 x                                      430                     1 month before                       34.09%
EBIT                                       23.3 x                                      195                     1 day after                          1.48%
Earnings                                   10.6 x                                      208                     Pre-Rumor                             n/a



Advisers
Target/Seller                                                                      Bidder
Financial               CIBC World Markets                                         Financial                   Citigroup; and TD Securities
Legal                   Stikeman Elliot, and Paul Weiss Rifkind Wharton &          Legal                       Latham & Watkins; and Heenan Blaikie
                        Garrison

mergermarket/dealReporter Intelligence
25-Sep-07               TAQA's interest in acquisitions does not include oil sands assets
25-Sep-07               PrimeWest not likely to see rival bids - report
25-Sep-07               PrimeWest Energy Trust was approached directly by Abu Dhabi National Energy Company PJSC
24-Sep-07               PrimeWest Energy Trust agrees to CAD 5bn sale to TAQA subsidiary

Timetable and Expected Events
Regulatory              Date                        Notes
HSR (USA)                                           30 calendar days waiting period; further 30 calendar days following compliance with the request for additional
                                                    information
CA (Canada)                                         refers to Competition Act of Canada, 14 calendar days for short form application, 42 calendar days for long
                                                    form application
ICA (Canada)                                        refers to Investment Canada Act, 45 calendar days initial investigation; can be extended by further 30 calendar
                                                    days
Offer Timetable
PoA Doc Issued          26-Sep-07      Y            refers to publication of final merger doc
Termination Date        31-Jan-08                   refers to date by which merger must be completed before agreement must be amended; extendable to
                                                    30-Apr-08 under certain circumstance
Interim Order                                       refers to decl & directions with respect to the PoA given by British Columbia Supreme Court in Vancouver
Court Hearing                                       re approval of PoA (Final Order) by British Columbia Supreme Court in Vancouver under Sec 291 of BCBCA
Settlement Date                                     same day to Effective Date, entry into register without further act or formality
Company Events
PWE EGM record date     19-Oct-07                   refers to date units must be held by in order to vote at the EGM
PWE ex- dividend date   19-Oct-07                   (dR est) dividend of USD 0.2426 based on last year's filing date
PWE dividend payment    15-Nov-07                   (dR est) dividend of USD 0.2426 based on last year's filing date
PWE EGM                 21-Nov-07                   refers to approval of merger by target's unit holders; 66 2/3% affirmative vote required to approve; normally
                                                    1m from def proxy




                                                                                                                                  Monthly M&A Report – 14
                                                                                                                                                  North America




Top Deals

Top 15 North American Announced Deals for YTD 30 September 2007
Announced     Status   Target Company       Sector          Bidder Company              Seller Company             Exit Multiples (x)          Bid Premia      Deal Value
                                                                                                           Revenue     EBITDA           P/E   1-day before       ($m)

31-Jan-07       C      Kraft Foods Inc      Consumer        Altria Group Inc            Altria Group Inc     2.0         13.7       18.7           -             60,930
                                                            (Shareholders)
30-Jun-07        P     BCE Inc              TMT             Teachers Private Capital;                        3.2          8.7       20.8         5.2%            48,059
                                                            Providence Equity
                                                            Partners; and Madison
                                                            Dearborn Partners
26-Feb-07        P     TXU Corp             Energy,         Kohlberg Kravis Roberts                          4.1          7.6       12.7        15.4%            44,161
                                            Mining &        & Co; Texas Pacific
                                            Utilities       Group; and Goldman
                                                            Sachs & Co
12-Jul-07        P     Alcan Inc            Industrials &   Rio Tinto Limited                                1.8         15.1       21.3        12.7%            42,673
                                            Chemicals
7-May-07         L     Alcan Inc            Industrials &   Alcoa Inc                                        1.3         11.2       15.0         8.4%            32,665
                                            Chemicals
2-Apr-07        C      First Data           TMT             Kohlberg Kravis Roberts                          3.8         15.3       31.2        26.4%            26,964
                       Corporation                          & Co
20-May-07        P     Alltel Corporation   TMT             TPG Capital; and GS                              3.4         10.3       24.4         9.6%            26,862
                       Inc                                  Capital Partners
3-Jul-07         P     Hilton Hotels        Leisure         Blackstone Group                                 3.1         14.8       34.2        31.8%            25,622
                       Corporation                          Holdings
16-Apr-07        P     SLM Corporation      Financial       JC Flowers & Co; Bank                            n/a          n/a       22.8        28.3%            24,662
                       (trading as Sallie   Services        of America; JPMorgan
                       Mae)                                 Chase; and Friedman
                                                            Fleischer & Lowe
2-May-07         P     Cablevision          TMT             Charles Dolan family                             3.8         11.5       (loss)      11.0%            22,468
                       Systems
                       Corporation
23-Apr-07        P     LaSalle Bank         Financial       Bank of America             ABN AMRO             n/a          n/a       20.3           -             21,000
                       Corporation          Services        Corporation                 Bank NV
29-May-07        P     Archstone-Smith      Financial       Tishman Speyer; and                             17.5         42.9       63.9        10.0%            19,820
                       Trust                Services        Lehman Brothers
17-Jul-07        P     Lyondell Chemical    Industrials &   Basell NV                                        0.8          9.9       66.7        19.6%            18,569
                       Company              Chemicals
23-Jul-07        P     GlobalSantaFe Corp   Energy,         Transocean Inc                                   5.2         12.2       18.1        0.04%            17,282
                                            Mining &
                                            Utilities
23-Apr-07       C      MedImmune Inc        Pharma,         AstraZeneca plc                                 10.5        113.7       290.0       20.8%            13,449
                                            Medical &
                                            Biotech
C = Completed; P = Pending; L = Lapsed                                                                                                                 Source: mergermarket



Top 5 North American Announced Deals of September 2007
Announced     Status   Target Company       Sector          Bidder Company              Seller Company             Exit Multiples (x)          Bid Premia      Deal Value
                                                                                                           Revenue     EBITDA           P/E   1-day before       ($m)

24-Sep-07        P     PrimeWest Energy     Energy,         Abu Dhabi National                               7.3         10.6       10.6        34.2%            4,547
                       Trust                Mining &        Energy Company
                                            Utilities
21-Sep-07        P     Stora Enso North     Agriculture     Newpage Holding             Stora Enso Oyj       1.3          8.5            -         -             2,520
                       America Inc                          Corporation
17-Sep-07        P     Suncom Wireless      TMT             Deutsche Telekom AG                              2.8         26.9       (loss)      22.7%            2,386
                       Holdings Inc
28-Sep-07        P     3Com Corporation     TMT             Bain Capital LLC                                 1.6        (loss)      (loss)     44.02%            1,988
6-Sep-07         P     Alabama National     Financial       Royal Bank of Canada                              -            -        19.2        50.6%            1,630
                       BanCorporation       Services
C = Completed; P = Pending; L = Lapsed                                                                                                                 Source: mergermarket




                                                                                                                                    Monthly M&A Report – 15
                                                                                                                                                  North America



Top Deals


Top 5 US Announced Deals for YTD 30 September 2007
Announced        Status Target        Sector      Target      Target Legal        Bidder           Bidder           Bidder Legal Advisor         Seller       Deal Value
                        Company                   Financial   Advisor             Company          Financial                                     Company        ($m)
                                                  Advisor                                          Advisor
31-Jan-07         C    Kraft Foods    Consumer Citigroup;     Advising seller:    Altria         Centerview         Gibson Dunn & Crutcher; Altria             60,930
                       Inc                     Morgan         Sidley Austin       Group, Inc.    Partners;          Hunton & Williams;      Group Inc
                                               Stanley;                           (Shareholders) Credit Suisse;     McCarthy Tetrault;
                                               Advising                                          Deutsche           Sutherland Asbill &
                                               seller:                                           Bank;              Brennan
                                               Goldman                                           JPMorgan;
                                               Sachs                                             Lehman
                                                                                                 Brothers
26-Feb-07         P    TXU Corp       Energy,     Credit      Baker Botts;        Kohlberg         Citigroup;       Covington & Burling;                       44,161
                                      Mining &    Suisse;     Cravath Swaine      Kravis Roberts   Goldman          Davis Polk & Wardwell;
                                      Utilities   Lazard      & Moore; Dewey      & Co; Texas      Sachs;           Fried Frank Harris Shriver
                                                              Ballantine          Pacific Group;    JPMorgan;        & Jacobson (Advising
                                                              (Advising Credit    and Goldman      Lehman           Goldman Sachs); Hunton
                                                              Suisse); Kirkland   Sachs & Co       Brothers;        & Williams; McDermott
                                                              & Ellis (Advising                    Morgan           Will & Emery; Simpson
                                                              Lazard); Sullivan                    Stanley          Thacher & Bartlett;
                                                              & Cromwell                                            Stroock & Stroock &
                                                                                                                    Lavan; Vinson & Elkins
2-Apr-07          C    First Data     TMT         Evercore    Baker &             Kohlberg       Citigroup;         Davis Polk & Wardwell                      26,964
                       Corporation                Partners;   McKenzie;           Kravis Roberts Credit Suisse;     (Advising Citigroup;
                                                  Morgan      Gibson Dunn &       & Co (KKR)     Deutsche           Credit Suisse; Deutsche
                                                  Stanley;    Crutcher; Jones                    Bank;              Bank; HSBC Holdings;
                                                  American    Day; McDermott                     Goldman            Lehman Brothers;
                                                  Appraisal   Will & Emery                       Sachs;             Merrill Lynch); Fried
                                                  China       (Advising                          HSBC Bank;         Frank Harris Shriver
                                                              American                           Lehman             & Jacobson (Advising
                                                              Appraisal China);                  Brothers;          Goldman Sachs); Osler
                                                              Paul Weiss                         Merrill Lynch      Hoskin & Harcourt;
                                                              Rifkind Wharton                                       Simpson Thacher &
                                                              & Garrison                                            Bartlett
                                                              (Advising
                                                              Morgan Stanley);
                                                              Schulte Roth
                                                              & Zabel; Sidley
                                                              Austin; Sullivan
                                                              & Cromwell;
                                                              Weil Gotshal
                                                              & Manges
                                                              (Advising
                                                              Evercore
                                                              Partners)
20-May-07         P    Alltel         TMT         JPMorgan;   Wachtell Lipton     TPG Capital;     Citigroup;       Akin Gump Strauss                          26,862
                       Corporation                Merrill     Rosen & Katz;       and GS           Goldman          Hauer & Feld; Cleary
                       Inc                        Lynch;      Morrison            Capital          Sachs            Gottlieb Steen &
                                                  Stephens    & Foerster;         Partners                          Hamilton; Weil Gotshal
                                                              Skadden Arps                                          & Manges
                                                              Slate Meagher &
                                                              Flom (Advising
                                                              JPMorgan;
                                                              Merrill Lynch;
                                                              Stephens);
3-Jul-07     P         Hilton         Leisure     UBS         Sullivan &       Blackstone          Banc of          Herbert Smith, Gleiss                      25,622
                       Hotels                                 Cromwell;        Group               America          Lutz, Stibbe; Osler
                       Corporation                            Blakes Cassels   Holdings LLC        Securities;      Hoskin & Harcourt;
                                                              & Graydon;                           Bear, Stearns    Simpson Thacher &
                                                              Dewey Ballantine                     & Co;            Bartlett
                                                              (Advising UBS);                      Deutsche
                                                                                                   Bank;
                                                                                                   Goldman
                                                                                                   Sachs;
                                                                                                   Merrill Lynch;
                                                                                                   Morgan
                                                                                                   Stanley
C = Completed;    P = Pending; L = Lapsed                                                                                                            Source: mergermarket




                                                                                                                                    Monthly M&A Report – 16
                                                                                                                                                  North America



Top Deals



Top 5 Canadian Announced Deals for YTD 30 September 2007
Announced    Status    Target          Sector      Target Financial   Target Legal Advisor   Bidder       Bidder Financial   Bidder Legal        Seller      Deal Value
                       Company                     Advisor                                   Company      Advisor            Advisor             Company       ($m)
30-Jun-07        P     BCE Inc         TMT         BMO Capital        Blake Cassels &        Teachers     Citigroup;         Cahill Gordon                    48,059
                                                   Markets Corp;      Graydon; Davies        Private      Deutsche Bank;     & Reindel
                                                   CIBC World         Ward Phillips &        Capital;     Royal Bank         (Advising
                                                   Markets;           Vineberg; Fried        Providence   of Scotland        Citigroup;
                                                   Goldman            Frank Harris Shriver   Equity       Group; TD          Deutsche Bank;
                                                   Sachs;             & Jacobson LLP         Partners;    Securities         Royal Bank
                                                   Greenhill & Co;    (Advising Goldman      and                             of Scotland
                                                   RBC Capital        Sachs); Lenczner       Madison                         Group; TD Bank
                                                   Markets            Slaght Royce Smith     Dearborn                        Financial Group);
                                                                      Griffin; Stikeman       Partners                        Goodmans;
                                                                      Elliott; Sullivan &                                    Kirkland & Ellis
                                                                      Cromwell                                               (Advising Royal
                                                                                                                             Bank of Scotland
                                                                                                                             Group); Torys;
                                                                                                                             Weil Gotshal &
                                                                                                                             Manges
12-Jul-07        P     Alcan Inc       Energy,     JPMorgan;          Deacons ; Fasken       Rio Tinto    CIBC World         Ashurst                          42,673
                                       Mining &    Morgan             Martineau;             Limited      Markets;           (Advising
                                       Utilities   Stanley;           Freshfields                          Credit Suisse;     Deutsche Bank);
                                                   RBC Capital        Bruckhaus Deringer;                 Deutsche Bank      Clifford Chance
                                                   Markets; UBS       Latham & Watkins                                       (Advising
                                                                      (Advising JPMorgan;                                    Deutsche Bank);
                                                                      Morgan Stanley;                                        Debevoise
                                                                      RBC Capital                                            & Plimpton
                                                                      Markets); Ogilvy                                       (Advising
                                                                      Renault; Sullivan &                                    Deutsche Bank);
                                                                      Cromwell                                               Goodmans
                                                                                                                             (Advising
                                                                                                                             Deutsche
                                                                                                                             Bank); Lee and
                                                                                                                             Li; Linklaters;
                                                                                                                             McCarthy
                                                                                                                             Tetrault
7-May-07         L     Alcan Inc       Energy,     JPMorgan;          Deacons ; Fasken       Alcoa Inc    BMO Capital        Ashurst                          32,665
                                       Mining &    Morgan             Martineau;                          Markets Corp;      (Advising
                                       Utilities   Stanley;           Freshfields                          Citigroup;         Deutsche Bank);
                                                   RBC Capital        Bruckhaus Deringer;                 Goldman            Clifford Chance
                                                   Markets; UBS       Latham & Watkins                    Sachs; Lehman      (Advising
                                                                      (Advising JPMorgan;                 Brothers           Deutsche Bank);
                                                                      Morgan Stanley;                                        Debevoise
                                                                      RBC Capital                                            & Plimpton
                                                                      Markets); Ogilvy                                       (Advising
                                                                      Renault; Sullivan &                                    Deutsche Bank);
                                                                      Cromwell                                               Goodmans
                                                                                                                             (Advising
                                                                                                                             Deutsche
                                                                                                                             Bank); Lee and
                                                                                                                             Li; Linklaters;
                                                                                                                             McCarthy
                                                                                                                             Tetrault
3-May-07         C     Ipsco Inc       Industrials Goldman       Alston & Bird               SSAB         Greenhill & Co; Bennett Jones;                       8,433
                                       &           Sachs; RBC    (Advising RBC                            Handelsbanken White & Case
                                       Chemicals Capital Markets Capital Markets);                        Capital Markets
                                                                 Davies Ward
                                                                 Phillips & Vineberg
                                                                 (Advising Goldman
                                                                 Sachs); Davis Polk
                                                                 & Wardwell; Osler
                                                                 Hoskin & Harcourt;
                                                                 Sullivan & Cromwell
                                                                 (Advising Goldman
                                                                 Sachs)
23-Jan-07        C     Shell Canada    Energy,     CIBC World         Bennett Jones;        Royal       Morgan               Cravath Swaine                    6,975
                       Ltd (22%        Mining &    Markets            Ogilvy Renault; Osler Dutch Shell Stanley; Scotia      & Moore;
                       stake)          Utilities                      Hoskin & Harcourt;    Group       Capital              Stikeman Elliott
                                                                      Paul Weiss Rifkind
                                                                      Wharton & Garrison
C = Completed;   P = Pending; L = Lapsed                                                                                                            Source: mergermarket




                                                                                                                                    Monthly M&A Report – 17
                                                                                                                                          North America




Expected Deals

Pipeline of North American Expected Deals
Situation       Target Company      Sector      Potential Bidder Company   Financial Advisor    Market Cap/      Comments
                                                                                               Est. Value ($m)
Expected deal   NYMEX Holdings      Financial   Undisclosed bidder                                11,358         NYMEX Holdings, the parent company of
                                    Services                                                                     the New York Mercantile Exchange, today
                                                                                                                 [21 August] issued the following statement
                                                                                                                 disclosing and clarifying certain statements
                                                                                                                 made by its chairman and its CEO in
                                                                                                                 response to questions during a meeting with
                                                                                                                 a Deutsche Bank research analyst and several
                                                                                                                 institutional investors today:
                                                                                                                 The Company has talked to certain parties
                                                                                                                 regarding a potential business combination.
                                                                                                                 Since discussions have been preliminary,
                                                                                                                 there can be no assurance that the Company
                                                                                                                 will enter into any transaction or, if the
                                                                                                                 Company were to engage in any transaction,
                                                                                                                 regarding the timing of such a transaction
                                                                                                                 or the consideration to be received in a
                                                                                                                 transaction; although the Chairman indicated
                                                                                                                 his belief that any transaction would have
                                                                                                                 to be at a meaningful premium to the
                                                                                                                 Company’s current share price.
Expected deal   Mirant              Energy      Undisclosed bidder         JPMorgan               10,334         Mirant Corporation announced that its board
                Corporation                                                                                      of directors has decided to explore strategic
                                                                                                                 options to enhance stockholder value. Mirant
                                                                                                                 is an Atlanta-headquartered competitive
                                                                                                                 energy company that produces and sells
                                                                                                                 electricity in the US, the Caribbean, and the
                                                                                                                 Philippines, and owns or leases 17,500 MW
                                                                                                                 of generating capacity.
                                                                                                                 The company said it has made significant
                                                                                                                 progress in a program announced in July-
                                                                                                                 August 2006 to sell its Philippine business
                                                                                                                 and six US natural gas-fired plants, sales that
                                                                                                                 are expected to close in 2Q 2007, and its
                                                                                                                 Caribbean business, a sale expected to close
                                                                                                                 in mid-2007.
Expected deal   Virgin Media Inc    TMT         Undisclosed bidder                                 7,939         Virgin Media, the UK-listed multimedia
                                                                                                                 group, announced today that it has received
                                                                                                                 a proposal to acquire 100% of the common
                                                                                                                 stock of the Company. According to the
                                                                                                                 company’s website, “The Company has not
                                                                                                                 engaged in negotiations with the offeror. The
                                                                                                                 proposal is based on public information and
                                                                                                                 is subject to various conditions, including a
                                                                                                                 due diligence examination and a period of
                                                                                                                 exclusivity. The proposal also states that it
                                                                                                                 will be withdrawn if its terms are publicly
                                                                                                                 disclosed.
Expected deal   Leap Wireless       TMT         MetroPCS                   Goldman Sachs;          5,706         MetroPCS Communications, Inc. (NYSE:
                International Inc               Communications             Jeffrey Williams                      PCS), the nation’s leading provider of
                                                                                                                 unlimited wireless communications service
                                                                                                                 for a flat rate with no signed contract, today
                                                                                                                 [4 September] announced that it has sent
                                                                                                                 a letter to Leap Wireless International, Inc.
                                                                                                                 (NASDAQ: LEAP) proposing a strategic stock-
                                                                                                                 for-stock tax-free merger that will create a
                                                                                                                 fifth national wireless carrier. Under the terms
                                                                                                                 of the proposal, each outstanding share of
                                                                                                                 Leap common stock would be exchanged for
                                                                                                                 2.7500 shares of MetroPCS common stock.




                                                                                                                            Monthly M&A Report – 18
                                                                                                                                           North America



Expected Deals


Situation       Target Company   Sector          Potential Bidder Company   Financial Advisor    Market Cap/      Comments
                                                                                                Est. Value ($m)
Expected deal   Affiliated        TMT                                                                5,116         Affiliated Computer Services (ACS), the listed
                Computer                                                                                          Texas-based technology services company,
                Services Inc                                                                                      received a take-private offer from Darwin
                                                                                                                  Deason, the founder and chairman of ACS,
                                                                                                                  and Cerberus Capital Management.
                                                                                                                  The offer was for a cash price of USD 59.25
                                                                                                                  a share, all of the outstanding shares of ACS
                                                                                                                  common stock.
Expected deal   Cypress          TMT             Undisclosed bidder                                 4,264         Cypress Semiconductor, the listed,
                Semiconductor                                                                                     California-based corporation is continuing to
                                                                                                                  explore its strategic review of SunPower.
                                                                                                                  As we disclosed in our Quarterly Report
                                                                                                                  on Form 10-Q filed with the Securities and
                                                                                                                  Exchange Commission on 2 July 2006, we
                                                                                                                  have been exploring ways in which to more
                                                                                                                  fully realize the value of our investment in
                                                                                                                  SunPower Corporation for the benefit of our
                                                                                                                  stockholders. We have expanded the scope
                                                                                                                  of our review to include a variety of strategic
                                                                                                                  alternatives involving the company as well as
                                                                                                                  its investment in SunPower. There can be no
                                                                                                                  assurances we will continue with our review
                                                                                                                  or conclude any transaction.
Expected deal   Wendy’s          Consumer        Undisclosed bidder                                 3,330         Wendy’s International announced today
                International                                                                                     the formation of a special committee of
                                                                                                                  independent Directors to review strategic
                                                                                                                  options to enhance shareholder value.
                                                                                                                  In a statement on 1Q07 results, Wendy’s said
                                                                                                                  its Board of Directors, acting unanimously,
                                                                                                                  has formed a special committee of
                                                                                                                  independent directors to investigate all
                                                                                                                  strategic options for Wendy’s. These options,
                                                                                                                  among other things, may include revisions to
                                                                                                                  the company’s strategic plan, changes to its
                                                                                                                  capital structure, a possible sale, merger or
                                                                                                                  other business combination. The committee
                                                                                                                  will be led by Chairman of the Board James
                                                                                                                  Pickett. “
Expected deal   Gemstar-TV Guide TMT             Undisclosed bidder                                 2,983         Gemstar-TV Guide International, the listed
                International                                                                                     media, entertainment and technology
                                                                                                                  company, announced today that its board
                                                                                                                  of directors has authorized a review of
                                                                                                                  strategic alternatives. The review is intended
                                                                                                                  to maximize shareholder value, which
                                                                                                                  may include a sale of the company. UBS
                                                                                                                  Investment Bank is acting as financial advisor
                                                                                                                  and Wachtell, Lipton, Rosen & Katz is acting
                                                                                                                  as legal advisor.
Expected deal   PDL BioPharma    Pharma/         Undisclosed bidder                                 2,715         PDL BioPharma, Inc. today announced
                Inc              Medical/Biotech                                                                  that its board of directors has recently
                                                                                                                  decided to actively seek offers for the sale
                                                                                                                  of the company as a whole or of its key
                                                                                                                  assets. The decision is the result of PDL’s
                                                                                                                  ongoing evaluation of strategic alternatives.
                                                                                                                  The company will continue the previously
                                                                                                                  announced process for the potential sale
                                                                                                                  of its commercial products as part of the
                                                                                                                  overall process. A final decision regarding the
                                                                                                                  specific deal structures or transactions the
                                                                                                                  company may enter into will be driven by the
                                                                                                                  goal of maximizing stockholder value.
Expected deal   Highwoods        Financial       Capital Partners Inc                               2,112         Highwoods Properties, the listed North
                Properties Inc   Services                                                                         Carolina-based office properties group, today
                                                                                                                  confirmed that its board of directors had
                                                                                                                  rejected an unsolicited proposal from Florida-
                                                                                                                  based Capital Partners.




                                                                                                                             Monthly M&A Report – 19
                                                                                                                                                                North America




League Tables

Top 20 Financial Advisors

Ranked by Value                                                                                Ranked by Volume
   Y/E 30-      House                                            Value         Deal               Y/E 30-      House                                            Value          Deal
  Sep-2007                                                       $ (m)        Couint             Sep-2007                                                       $ (m)         Couint
       1        Goldman Sachs                                   628,248         203                   1        Goldman Sachs                                   628,248         203
       2        Morgan Stanley                                  575,469         126                   2        Citigroup                                       510,148         163
       3        Citigroup                                       510,147         163                   3        JPMorgan                                        456,347         155
       4        JPMorgan                                        456,347         155                   4        UBS                                             282,150         150
       5        Lehman Brothers                                 415,136         129                   5        Credit Suisse                                   371,224         146
       6        Credit Suisse                                   371,224         146                   6        Merrill Lynch                                   346,382         139
       7        Merrill Lynch                                   346,382         139                   7        Lehman Brothers                                 416,724         130
       8        Deutsche Bank                                   330,460          74                   8        Morgan Stanley                                  575,469         126
       9        UBS                                             282,150         150                   9        Banc of America Securities                      189,039          83
      10        Banc of America Securities                      189,039          83                  10        CIBC World Markets                              140,488          82
      11        RBC Capital Markets                             152,844          69                  11        Deutsche Bank                                   330,460          74
      12        CIBC World Markets                              140,488          82                  12        Houlihan Lokey                                   36,343          72
      13        Lazard                                          135,543          60                  13        RBC Capital Markets                             152,844          70
      14        Bear, Stearns & Co                              129,879          52                  14        Jefferies & Company                              21,712          63
      15        Greenhill & Co                                  113,991          14                  15        Lazard                                          135,440          60
      16        TD Securities                                    98,161          33                  16        Bear, Stearns & Co                              130,202          53
      17        Wachovia Corporation                             69,209          48                  17        Rothschild                                       44,816          52
      18        Evercore Partners                                69,147          29                  18        Wachovia Corporation                             69,209          48
      19        Centerview Partners                              68,606           4                  19        Sandler O'Neill & Partners                       50,997          48
      20        Perella Weinberg Partners                        61,481           8                  20        William Blair & Company                          11,205          44
                                                                   Source: mergermarket                                                                          Source: mergermarket
The Financial adviser league tables by value and volume have been run from 01 January 2007 to 30 September 2007 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 North America.

Top 20 Legal Advisors

Ranked by Value                                                                                Ranked by Volume
   Y/E 30-      House                                            Value         Deal               Y/E 30-      House                                            Value          Deal
  Sep-2007                                                       $ (m)        Couint             Sep-2007                                                       $ (m)         Couint
       1        Sullivan & Cromwell                             417,671         103                   1        Latham & Watkins                                280,858         227
       2        Skadden Arps Slate Meagher & Flom               376,268         175                   2        Skadden Arps Slate Meagher & Flom               376,268         175
       3        Weil Gotshal & Manges                           304,926         109                   3        Jones Day                                        95,458         165
       4        Simpson Thacher & Bartlett                      280,997          99                   4        Kirkland & Ellis                                144,198         139
       5        Latham & Watkins                                280,858         227                   5        Weil Gotshal & Manges                           304,926         109
       6        Wachtell Lipton Rosen & Katz                    271,835          57                   6        Sullivan & Cromwell                             417,671         103
       7        Dewey Ballantine                                229,702         102                   7        Blake, Cassels & Graydon                        180,225         103
       8        Davis Polk & Wardwell                           218,247          68                   8        Dewey Ballantine                                229,702         102
       9        Stikeman Elliott                                200,155          93                   9        Simpson Thacher & Bartlett                      280,997          99
      10        Debevoise & Plimpton                            189,052          60                  10        Stikeman Elliott                                200,155          93
      11        Blake, Cassels & Graydon                        180,225         103                  11        DLA Piper                                        43,386          82
      12        Osler Hoskin & Harcourt                         166,462          79                  12        Clifford Chance                                 163,635          80
      13        Clifford Chance                                 163,635          80                  13        Gibson Dunn & Crutcher                          159,184          80
      14        Gibson Dunn & Crutcher                          159,184          80                  14        Osler Hoskin & Harcourt                         166,462          79
      15        Fried Frank Harris Shriver & Jacobson           150,580          54                  15        Baker & McKenzie                                 80,420          76
      16        Sidley Austin                                   147,442          54                  16        Goodwin Procter                                  36,301          75
      17        Cleary Gottlieb Steen & Hamilton                145,866          74                  17        Cleary Gottlieb Steen & Hamilton                145,866          74
      18        Kirkland & Ellis                                144,198         139                  18        Vinson & Elkins                                  94,721          72
      19        Freshfields Bruckhaus Deringer                   138,252          63                  19        Dechert                                          37,813          71
      20        Torys                                           134,841          46                  20        Davis Polk & Wardwell                           218,247          68
                                                                   Source: mergermarket                                                                           Source: mergermarket
The Legal adviser league tables by value and volume have been run from 01 January 2007 to 30 September 2007 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 North America.


                                                                                                                                                 Monthly M&A Report – 20
                                                                                                                                                                    North America



League Tables


Activity Table of Private Equity Firms on North American Buyouts

Ranked by Value                                                                                  Ranked by Volume
   Y/E 30-       House                                             Value          Deal               Y/E 30-       House                                             Value          Deal
  Sep-2007                                                         $ (m)         Couint             Sep-2007                                                         $ (m)         Couint
       1        Kohlberg Kravis Roberts & Co                       97,199           7                    1        The Carlyle Group                                 19,186           13
       2        GS Capital Partners                                85,211          11                    2        Sun Capital Partners                                575            13
       3        TPG                                               79,432            5                    3        GS Capital Partners                               85,211           11
       4        Lehman Brothers Private Equity                     64,551           6                    4        American Capital Strategies                         947             9
       5        Madison Dearborn Partners                          62,666           5                    5        Kohlberg Kravis Roberts & Co                      97,199            7
       6        Providence Equity Partners                         58,426           7                    6        Providence Equity Partners                        58,426            7
       7        Citigroup Venture Capital Equity Partners          55,737           7                    7        Citigroup Venture Capital Equity Partners         55,737            7
       8        Teachers Private Capital                           48,059           1                    8        Blackstone Group Holdings                         15,167            7
       9        Morgan Stanley AIP Private Markets                 44,161           1                    9        Platinum Equity                                    2,610            7
      10        J.C. Flowers & Co                                 24,662            2                   10        Audax Private Equity Group                            0             7
                                                                     Source: mergermarket                                                                              Source: mergermarket

The Private Equity buyout activity tables by value and volume are based on privare equity firms advising the bidder on buyout deals where the dominant geography of the target company is
North America. The tables by value and volume have been run from 01 January 2007 to 30 September 2007 and exclude lapsed and withdrawn deals.




Activity Table of Private Equity Firms on North American Exits

Ranked by Value                                                                                  Ranked by Volume
   Y/E 30-       House                                             Value          Deal               Y/E 30-       House                                             Value          Deal
  Sep-2007                                                         $ (m)         Couint             Sep-2007                                                         $ (m)         Couint
       1        Blackstone Group Holdings                          9,846            5                    1        The Carlyle Group                                  4,835           10
       2        CCMP Capital Advisors                              5,558            5                    2        Intel Capital                                       226             9
       3        Bain Capital                                       5,036            3                    3        American Capital Strategies                         985             7
       4        The Carlyle Group                                  4,835           10                    4        Apax Partner                                        436             6
       5        Oaktree Capital Management                         4,150            4                    5        Blackstone Group Holdings                          9,846            5
       6        Ontario Teachers Pension Plan                      4,090            3                    6        CCMP Capital Advisors                              5,558            5
       7        Welsh, Carson, Anderson & Stowe                    3,940            3                    7        Warburg Pincus                                     3,660            5
       8        J.W. Childs Associates                             3,797            3                    8        3i Group                                           2,387            5
       9        Warburg Pincus                                     3,660            5                    9        Odyssey Investment Partners                        1,672            5
      10        Silver Lake Partners                               3,500            1                   10        Oak Investment Partners                            1,226            5
                                                                     Source: mergermarket                                                                              Source: mergermarket


The Private Equity exit activity tables by value and volume are based on privare equity firms advising the vendor on exit deals where the dominant geography of the target company is North
America. The tables by value and volume have been run from 01 January 2007 to 30 September 2007 and exclude lapsed and withdrawn deals.




                                                                                                                                                     Monthly M&A Report – 21
                                                                                                                                                                                                                   North America




Trend Graphs

North American M&A Quarterly Trend
Value                                                                                                                   Volume
            800,000                                                                                                                      1,400


            700,000
                                                                                                                                         1,200


            600,000




                                                                                                                       Number of deals
                                                                                                                                         1,000
Value $m




            500,000
                                                                                                                                          800

            400,000

                                                                                                                                          600
            300,000

                                                                                                                                          400
            200,000


                                                                                                                                          200
            100,000


                 0                                                                                                                             0
                       Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3                                                                     Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3
                      2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007                               2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007



                                                                                                                                                                                                                                   Moving
                                                                                                                                                                                                                                   average
                                                                                                                                                                                                                                   trend line




North American M&A Quarterly Private Equity Trend
Value                                                                                                                   Volume
            350,000                                                                                                                      250



            300,000
                                                                                                                                         200

            250,000
                                                                                                                       Number of deals




                                                                                                                                         150
 Value $m




            200,000



            150,000
                                                                                                                                         100


            100,000

                                                                                                                                          50
             50,000



                  0                                                                                                                        0
                       Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3                                                                 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3
                      2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007                           2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007



                                                                                                     North American                                                                                                            North American
                                                                                                     Buyouts                                                                                                                   Buyouts

                                                                                                     North American                                                                                                            North American
                                                                                                     Exits                                                                                                                     Exits




                                                                                                                                                                                                  Monthly M&A Report – 22
                                                                                                                                                                                          North America



Trend Graphs


North American M&A Annual Trends
Value                                                                                                     Volume
           2,000,000                                                                                                            5,000




                                                                                                                                4,000
           1,500,000




                                                                                                          Number of deals
                                                                                                                                3,000
Value $m




           1,000,000

                                                                                                                                2,000



            500,000
                                                                                                                                1,000




                  0                                                                                                                 0
                         2003            2004              2005         2006                2007 YTD                                         2003              2004            2005        2006              2007 YTD




                                                                                 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 2007 YTD
Value                                                                                                     Volume
                                 <1%
                                                                                                                                                   <1%
                          1.7%                                                                                                                           <1%
                        1.2%        <1%                                                                                                           2.4%
                                                                                                                                           3.6%
                       5.5%                                                                                                         3.9%                               17.9%            TMT
                                                18.2%                  TMT
                                                                                                                                                                                        Industrials and Chemicals
              7.2%                                                     Industrials and Chemicals                            8.1%
                                                                                                                                                                                        Business Services
                                                                       Business Services
                                                                                                                                                                                        Financial Services
                                                                       Financial Services
                                                                                                                                                                                        Consumer
                                                                       Consumer                           9.6%
                                                                                                                                                                                        Energy/Mining/Utilities
15.1%                                                          15.1%   Energy/Mining/Utilities
                                                                                                                                                                                17.8%   Pharma/Medical/Biotech
                                                                       Pharma/Medical/Biotech
                                                                                                                                                                                        Leisure
                                                                       Leisure
                                                                                                                            11.2%                                                       Construction
                                                                       Construction
                                                                                                                                                                                        Transport
              9.8%                                      7.7%           Transport
                                                                                                                                                                      12.3%             Agriculture
                                                                       Agriculture                                                            12.3%
                                 17.5%                                                                                                                                                  Defence
                                                                       Defence




                                                                                                                                                                               Monthly M&A Report – 23
                                                                                                                                                                        North America



Trend Graphs


North American M&A Deal Size Breakdown 2007 YTD
 Value                                                                                        Volume
            1,200                                                                                              3,000



            1,000                                                                                              2,500



             800                                                                                               2,000




                                                                                             Number of deals
Value $bn




             600                                                                                               1,500



             400                                                                                               1,000



             200                                                                                                500



               0                                                                                                  0
                     H1     H2     H1     H2     H1     H2     H1     H2       H1      H2                               H1     H2     H1     H2     H1     H2     H1     H2       H1        H2
                    2003   2003   2004   2004   2005   2005   2006   2006     2007    2007                             2003   2003   2004   2004   2005   2005   2006   2006     2007      2007

                                                                            > $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 – 24
                                                                                                                                                                                                               North America




Mid Market Deals

Top 10 North American Announced Mid Market Deals of September 2007
($10m to $250m)
   Announced              Status      Target Company                 Sector                Bidder Company             Seller Company                                      Exit Multiples (x)                 Bid Premia        Deal Value
                                                                                                                                                                 Revenue        EBITDA           P/E        1-day before         ($m)


   5-Sep-07                  P        Escondido            Energy,                         Swift Energy               Escondido Resources                                                                           -              245
                                      Resources, LP (three Mining &                        Operating LLC              LP
                                      Maverick Basin       Utilities
                                      properties)
   25-Sep-07                 P        Flatiron Construction          Construction          Hochtief AG                Koninklijke BAM                               0.4                                             -              240
                                      Corporation                                                                     NBM NV
   6-Sep-07                  P        Official Pillowtex LLC Consumer                       Iconix Brand Group                                                                                                       -              231
                                                                                           Inc
   17-Sep-07                 P        InfoSpace (Online              TMT                   Idearc Inc                 Infospace Inc                                                                                 -              225
                                      directory business)
   20-Sep-07                 P        Network General                Business              NetScout Systems           Silver Lake Partners;                                                                         -              205
                                      Corporation                    Services              Inc                        and TPG LLP
   27-Sep-07                 P        Bailey Banks &                 Consumer              Finlay Enterprises         Zale Corporation                                                                              -              200
                                      Biddle Fine Jewelers                                 Inc
   25-Sep-07                 P        Kinross Gold                   Energy,               Goldcorp Inc               Kinross Gold                                                                                  -              200
                                      Corporation                    Mining &                                         Corporation
                                      (Musselwhite gold              Utilities
                                      mine) (32.00%
                                      stake); Kinross
                                      Gold Corporation
                                      (Porcupine gold
                                      mines)
   24-Sep-07                 P        Athena Innovative              Business              CACI International         Veritas Capital                                                                               -              200
                                      Solutions Inc                  Services              Inc
   17-Sep-07                 P        The Purdy                      Industrial &          The Timken                                                               2.3                                             -              200
                                      Corporation                    Chemicals             Company
   19-Sep-07                 P        Oceanex Income                 Transportation        South Coast                                                              1.9           15.2          21.3            24.2%              198
                                      Fund                                                 Partners Ltd
   C = Completed; P = Pending; L = Lapsed                                                                                                                                                                         Source: mergermarket




North American M&A Quarterly Mid Market Trend
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                                                                 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3
                    2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007                           2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007




                                                                                                                                                                                                                              Moving
                                                                                                                                                                                                                              average
                                                                                                                                                                                                                              trend line



                                                                                                                                                                                             Monthly M&A Report – 25
                                                                                                                                                               North America




Mid Market League Tables

Top 10 Mid Market Financial Advisors –                                                      Top 10 Mid Market Legal Advisors –
North America                                                                               North America
($10m to $250m)                                                                             ($10m to $250m)

   Y/E 30-       House                                             Value          Deal         Y/E 30-       House                                             Value          Deal
  Sep-2007                                                         $ (m)         Count        Sep-2007                                                         $ (m)         Count
 Value:                                                                                      Value:
       1        UBS                                                3,682           29              1        Latham & Watkins                                   7,590            73
       2        CIBC World Markets                                 3,581           38              2        Skadden Arps Slate Meagher & Flom                  4,672            36
       3        Jefferies & Company                                3,525           31              3        Jones Day                                          4,452            50
       4        Credit Suisse                                      3,363           29              4        Kirkland & Ellis                                   4,440            41
       5        Goldman Sachs                                      3,205           19              5        Weil Gotshal & Manges                              3,348            29
       6        RBC Capital Markets                                3,083           34              6        Goodwin Procter                                    3,282            37
       7        Sandler O'Neill & Partner                          2,898           31              7        Stikeman Elliott                                   3,237            30
       8        Citigroup                                          2,757           21              8        Vinson & Elkins                                    3,048            33
       9        Rothschild                                         2,736           20              9        Blake, Cassels & Graydon                           2,983            38
      10        JPMorgan                                           2,635           18             10        Dewey Ballantine                                   2,822            25
      11        Keefe Bruyette & Woods                             2,608           27             11        Osler Hoskin & Harcourt                            2,708            28
      12        Merrill Lynch                                      2,524           23             12        Dechert                                            2,700            25
      13        Houlihan Lokey                                     2,404           28             13        Wilson Sonsini Goodrich & Rosati                   2,690            31
      14        Morgan Stanley                                     2,274           17             14        DLA Piper                                          2,682            34
      15        Deutsche Bank                                      2,105           14             15        Baker & McKenzie                                   2,544            29
 Volume:                                                                                     Volume:
       1        CIBC World Markets                                 3,581           38              1        Latham & Watkins                                   7,590            73
       2        RBC Capital Markets                                3,083           34              2        Jones Day                                          4,452            50
       3        Jefferies & Company                                3,525           31              3        Kirkland & Ellis                                   4,440            41
       4        Sandler O'Neill & Partners                         2,898           31              4        Blake, Cassels & Graydon                           2,983            38
       5        UBS                                                3,682           29              5        Goodwin Procter                                    3,282            37
       6        Credit Suisse                                      3,363           29              6        Skadden Arps Slate Meagher & Flom                  4,672            36
       7        Houlihan Lokey                                     2,404           28              7        DLA Piper                                          2,682            34
       8        Keefe Bruyette & Woods                             2,608           27              8        Vinson & Elkins                                    3,048            33
       9        Merrill Lynch                                      2,524           23              9        Wilson Sonsini Goodrich & Rosati                   2,690            31
      10        Citigroup                                          2,757           21             10        McDermott Will & Emery                             2,310            31
      11        Rothschild                                         2,736           20             11        Stikeman Elliott                                   3,237            30
      12        Goldman Sachs                                      3,205           19             12        Weil Gotshal & Manges                              3,348            29
      13        JPMorgan                                           2,635           18             13        Baker & McKenzie                                   2,544            29
      14        M&A International                                  1,720           18             14        Osler Hoskin & Harcourt                            2,708            28
      15        Morgan Stanley                                     2,274           17             15        Hogan & Hartson                                    2,372            27
                                                                     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
2007 to 30 September 2007 and exclude lapsed and withdrawn deals. The tables cover all      2007 to 30 September 2007 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 North   sectors and are based on the geography of either the target, bidder or seller being North
America.                                                                                    America.




                                                                                                                                               Monthly M&A Report – 26
Asia-Pacific


Another trial to exit Korea Exchange Bank by                      •   Unlike many other acquisitions, the capital alliance
Lone Star Funds.                                                      between Cosmo Oil and UAE is driven by a long term
                                                                      strategy. In the midst of the high oil prices, rather
•   The biggest Exit deal in Asia year to date has emerged
                                                                      than being happy with the increase in revenue, UAE
    when US private equity group Lone Star Funds reached
                                                                      wanted to secure a local business partner who has a
    the agreement with HSBC to sell its 51% stake
                                                                      nationwide retailing network, with a view to establishing
    investment in Korea Exchange Bank (KEB), South Korea’s
                                                                      a long-term capital relationship. In the meantime, even
    sixth largest lender, for USD 6.3bn. Lone Star bought
                                                                      though Cosmo Oil recorded revenue growth in five
    KEB in 2003 when the bank was near bankruptcy and
                                                                      consecutive years, the profit has been unstable because
    Lone Star was the only buyer willing to invest. KEB’s
                                                                      of unpredictable oil prices. Cosmo Oil, on the other
    management has done very well in turning the fortunes
                                                                      hand, was seeking a stable supply of crude oil with the
    of the bank around. The selling price gives Lone Star over
                                                                      long term commitment. Through this transaction, the
    5 times return on its original investment after 4 years.
                                                                      two sides more or less seem to have achieved their
•   Lone Star raised controversy in South Korea by buying             respective objectives.
    the majority stake in KEB and later increasing its stake to
                                                                  •   Japan may see more transactions between oil companies
    64.6%. Prosecutors have accused six people, including a
                                                                      and the mid-east governments. Showa Shell, for
    former KEB president, of manipulating figures on KEB’s
                                                                      example, already has the Saudi Arabian company of
    financial health to pave the way for Lone Star to acquire
                                                                      Aramco as its second biggest shareholder. Other big
    the bank. Lone Star scrapped a deal last year to sell its
                                                                      players such as Nippon Oil Corporation or Idemitsu still
    holding in KEB to Kookmin Bank, another local South
                                                                      remain independent of the mid-east influence, but as the
    Korean lender, because of legal disputes. KEB insists
                                                                      unstable oil prices are a common issue for Japanese oil
    there are no legal obstacles to the planned sale to HSBC,
                                                                      retailers, they may also have to review their strategy to
    whereas South Korea’s financial regulator Financial
                                                                      regain upper hand in the competition within the Japanese
    Supervisory Commission said it would only approve the
                                                                      oil market.
    sale of a majority stake in KEB when the legal tussle over
    Lone Star’s acquisition of the bank is settled.
                                                                  Hong Kong SAR Government Increase its
UAE enters the Japanese oil market through                        stake in HKEx.
the 20% acquisition in Cosmo Oil.                                 •   The HK government has increased its stake in The Hong
                                                                      Kong Exchanges & Clearing Ltd (HKEx) from 4.41% to
•   On 18 September 2007, Cosmo Oil, the Japanese oil
                                                                      5.88%. The number of shares acquired is not disclosed
    distributor, announced the private placement of 20.76%
                                                                      by the government but it is estimated that they spent
    shares to a UAE based state-owned energy investment
                                                                      approximately HKD 2.4bn (USD 308m) to purchase
    company for JPY 89,750m (USD 780.91m). In the
                                                                      15.7m shares in HKEx. John Tsang Chun Wah, the city’s
    resource-scarce country where roughly 90% of crude
                                                                      Financial Secretary, said that the government will play a
    oil is imported from the mid-east, the share acquisition
                                                                      positive role in the development of HKEx in the long term.
    by the UAE state owned company has a significant
                                                                      Furthermore, it would be easier to reach a consensus
    implication.
                                                                      on the issue of equity and capital swaps in future
                                                                      negotiations with mainland China, with the government




                                                                                                    Monthly M&A Report – 27
                                                                          Asia-Pacific



Asia-Pacific




    leading the bourse. Nonetheless, the transaction has
    also drawn widespread criticism both within Hong Kong
    and overseas where there is concern about the dual
    role of the government being both a market player and
    regulator, and it is argued that the purchase violated
    the government’s stated principle of “big market, small
    government”, which will increase uncertainty and sends
    a very negative signal to the market. Additionally there is
    speculation that China may also spend up to HKD 200m
    to build a stake in the HKEx.


Cathay Pacific backs out from buying a stake
in China Eastern Airline.
•   Cathay Pacific has surprisingly pulled out of its planned
    USD 4bn investment in China Eastern Airlines Corp.
    No reason has been given for this, however there is
    speculation that it was blocked by the mainland aviation
    regulator in order to avoid a potential confrontation in
    the domestic market. A successful bid would have given
    Cathay influence in Singapore Airlines and Temasek
    Holdings, with the support from Sinopac Securities.
    Previously, China Eastern has agreed to sell a 24%
    stake to Singapore Airlines and Temasek for USD 918m,
    and Cathay emphasized that the previous proposed
    transaction would have replaced the proposed deal by
    Singapore Airlines.




                                                                  Monthly M&A Report – 28
                                                                                                              Asia-Pacific




Deal of the Month

 Target:     Korea Exchange Bank (51.02% stake)                Announced:      03 September 2007
 Bidder:     HSBC Asia Pacific                                  Deal value:     USD 6,317m
 Seller:     Lone Star Funds                                   Deal nature:    Recommended, Exit




HSBC Asia Pacific Holdings (UK) Ltd, the holding company        The acquisition enables HSBC to target investments at high
and subsidiary of HSBC Holdings Plc, the listed UK based       growth markets with international connections and will
banking and financial services group, has agreed to acquire     further enhance its presence in the Asia-Pacific region. It
a 51.02% stake in Korea Exchange Bank (KEB), the listed        also provides KEB with broader global network. Lone Star
Korean bank, from LSF-KEB Holdings SCA, the US based           acquired the 51% stake in KEB on 27 August 2003 for KRW
holding company owned by Lone Star Fund IV (US) LP             1,400bn. Completion is expected to occur on or before 31
and Lone Star Fund IV (Bermuda) LP, the US based funds         January 2008.
managed by Lone Star Funds, the US based private equity
                                                               UPDATE 2 October 2007: HSBC Asia has submitted an
firm, for an offer price of KRW 18,045 (USD 19.2) per share,
                                                               application to the Fair Trade Commission. The process is
representing a total cash consideration of USD 6.3bn.
                                                               expected to take 30 days, with a maximum extension of
The offer price of KRW 18,045 represents a premium of          additional 90 days.
21.52% over KEB’s closing price of KRW 14,850 (USD
15.74) per share as on 31 August 2007, one day prior to
                                                               Conditions
the announcement, and a premium of 34.16% over KEB’s
closing price of KRW 13,450 (USD 14.53) per share as on        •   Subject to approval of all regulatory authorities.
03 August 2007, one month prior to the announcement. In        •   Subject to approval of Korean Financial Supervisory
case the acquisition is completed after 31 January 2008, the       Commission.
consideration will be increased by USD 133m, fully paid in
                                                               •   Subject to approval of Korean Fair Trade Commission.
cash. HSBC does not intend to make a tender offer to KEB’s
remaining shareholders and KEB will remain listed on the
Korean Exchange.




                                                                                                   Monthly M&A Report – 29
                                                                                                                                             Asia-Pacific



Deal of the Month




                                          Exit Multiples                                                                    Premium Analysis
                                 Y/E 31/12/2006                             Value (KRW bn)              Offer price per share (KRW)      18,045
Revenue                                 n/a                                        n/a                  1 day before                     21.52%
EBITDA                                  n/a                                        n/a                  1 month before                   34.16%
EBIT                                    n/a                                        n/a                  1 day after                      21.52%
Earnings                               11.6x                                   1,006.414                Pre-Rumor                        -


Advisers
Target/Seller                                                                    Bidder
Financial           Citigroup                                                    Financial                   HSBC Bank
                                                                                                             UBS
Legal               Allen & Overy                                                Legal                       Norton Rose
                    Linklaters
PR                  -                                                            PR                          Maitland (AMO)
Private Equity      Lone Star Funds                                              Private Equity              -


Mergermarket/dealReporter Intelligence
05-Sept-07         KEB: HSBC to start due diligence early next week, KEB spokesperson says
04-Sept-07         KEB: Court decision unlikely before January 2008; FSS reiterates no review of HSBC's acquisition until it has court ruling, lawyers say
03-Sept-07         KEB: KEXIM to wait for court result before deciding whether to sell 6.25% stake to HSBC or not
03-Sept-07         HSBC Holdings buys 51.02% of Korea Exchange Bank
20-Aug-07          KEB: HSBC confirms negotiations with Lone Star to buy majority stake




                                                                                                                               Monthly M&A Report – 30
                                                                                                                                                     Asia-Pacific




Top Deals

Top 15 Asia-Pacific Announced Deals for YTD 30 September 2007
Announced     Status   Target Company          Sector           Bidder Company       Seller Company                  Exit Multiples (x)           Bid Premia      Deal Value
                                                                                                             Revenue      EBITDA          P/E    1-day before      (USDm)

2-Jul-07         P     Coles Group Limited Consumer             Wesfarmers                                     0.6         15.3           28.6      5.5%            16,290
                       (88.70% stake)                           Limited
11-Feb-07       C      Hutchison Essar Ltd     TMT              Vodafone             Hutchison                                                        -             13,665
                       (67.00% stake)                           International        Telecommunications
                                                                Holdings BV          International Limited
30-Mar-07       C      Alinta Ltd              Energy, Mining   Babcock                                        9.6         36.7           29.4     13.7%            11,241
                                               & Utilities      & Brown
                                                                Infrastructure Ltd
6-Mar-07        C      Nikko Cordial       Financial            Citigroup Inc                                  n/a          n/a           19.1     44.2%            8,010
                       Corporation (56.15% Services
                       stake)
20-Sep-07        P     Singapore Power         Energy, Mining   SP AusNet Pty        Singapore Power                                                  -             6,784
                       (Alinta assets)         & Utilities      Ltd                  International Pte Ltd
3-May-07        C      Maxis                   TMT              Usaha Tegas Sdn                                5.5         10.9           19.3     20.0%            6,568
                       Communications                           Bhd
                       Berhad
29-Mar-07        P     Mizuho Securities       Financial        Shinko Securities    Mizuho Corporate          1.7         10.4           36.8        -             6,511
                       Ltd                     Services         Co Ltd               Bank Ltd; and The
                                                                                     Norinchukin Bank
3-Sep-07         P     Korea Exchange      Financial            HSBC Asia            Lone Star Funds           n/a          n/a           11.6     21.9%            6,317
                       Bank (51.02% stake) Services             Pacific Holdings
                                                                Limited
31-May-07       C      Investa Property        Financial        Morgan Stanley                                 n/a          n/a           20.1     14.5%            5,328
                       Group                   Services         Real Estate
12-Jun-07        P     Multiplex Group         Construction     Brookfield Asset                                2.1         18.8           22.0      1.0%            4,945
                                                                Management Inc
23-Jul-07        L     Auckland                Transportation   Dubai Aerospace                               17.5         23.2           50.3     13.0%            4,415
                       International Airport                    Enterprise
27-Apr-07        P     Mitsubishi Pharma       Pharmam,         Tanabe Seiyaku       Mitsubishi Chemical       2.1          9.6           20.1        -             4,110
                       Corporation             Medical &        Co Ltd               Holdings Corp
                                               Biotech
23-Aug-07        P     Mitsukoshi Ltd          Consumer         Isetan Company                                 0.5         17.7           21.9      3.7%            3,756
                                                                Limited
28-Mar-07        C     Mitsubishi UFJ          Financial        Mitsubishi UFJ                                 3.2          9.5           13.9      1.8%            3,284
                       Securities Co Ltd       Services         Financial Group
                       (39% stake)                              Inc
26-Jun-07        C     Binariang GSM Sdn       TMT              Saudi Telecom        Usaha Tegas Sdn                                                  -             3,050
                       Bhd (25% stake)                          Company              Bhd
C = Completed; P = Pending; L = Lapsed                                                                                                                    Source: mergermarket




                                                                                                                                          Monthly M&A Report – 31
                                                                                                                                                    Asia-Pacific



Top Deals


Top 5 Asia-Pacific Announced Deals of the Month (September 2007)
Announced     Status   Target Company     Sector           Target Financial   Target Legal    Bidder Company    Bidder       Bidder Legal      Seller            Deal Value
                                                           Advisor            Advisor                           Financial    Advisor           Company            (USDm)
                                                                                                                Advisor
20-Sep-07        P     Singapore          Energy,          SP AusNet Pty      Singapore                                                        -                   6,784
                       Power (Alinta      Mining &         Ltd                Power
                       assets)            Utilities                           International
                                                                              Pte Ltd
3-Sep-07         P     Korea              Financial        HSBC Asia       Lone Star          n/a               n/a          11.6              21.9%               6,317
                       Exchange           Services         Pacific Holdings Funds
                       Bank (51.02%                        Limited
                       stake)
24-Sep-07        P     Sundance           Energy,          Gindalbie                                            (Loss)       (Loss)            14.9%               1,351
                       Resources          Mining &         Metals Ltd
                       Limited            Utilities
4-Sep-07         P     ASE Test       TMT                  Advanced                           3.1               6.3          9.9               25.6%                783
                       Limited                             Semiconductor
                       (49.50% stake)                      Engineering Inc
18-Sep-07        P     Cosmo Oil Co       Energy,          Infinity Alliance                   0.3               9.7          13.8              -7.6%                781
                       Ltd (20.76%        Mining &         Limited
                       stake)             Utilities
C = Completed; P = Pending; L = Lapsed                                                                                                                Source: mergermarket



Top 5 Greater China* Announced Deals for YTD 30 September 2007
Announced     Status   Target          Sector           Target Financial       Target Legal    Bidder Company   Bidder       Bidder Legal          Seller            Deal
                       Company                          Advisor                Advisor                          Financial    Advisor               Company          Value
                                                                                                                Advisor                                            (USDm)
17-May-07       P      Dongfang     Industrials &                                              Dongfang         HSBC Bank                          Dongfang         1,958
                       Boiler Group Chemicals                                                  Electrical                                          Electric
                       Co Ltd; and                                                             Machinery Co                                        Corporation
                       Dongfang                                                                Ltd
                       Steam
                       Turbine
                       Works
1-Mar-07        C      Taiwan      TMT                  JPMorgan               Internal        Taiwan Mobile    Fubon        First Law & IP                         1,827
                       Fixed                                                                   Company          Securities   Offices; Jones
                       Network Co                                                              Limited                       Day
                       Ltd (90.13%
                       stake)
2-May-07        P      Perfect Field Energy,                                                   Rowsley          CIMB Group Chang See               Totalpro         1,777
                       Investment Mining &                                                     Limited                     Hiang &                 Group
                       Inc           Utilities                                                                             Partners



27-Mar-07       C      Henderson    Financial           Internal               Internal        Henderson        Morgan       Freshfields            Henderson        1,550
                       Investment Services                                                     Land             Stanley      Bruckhaus             Investment
                       Ltd                                                                     Development                   Deringer              Ltd
                       (nearlly all                                                            Co Ltd                        (Advising
                       subsidiaries                                                                                          Morgan
                       and minority                                                                                          Stanley)
                       interest
                       in two
                       companies)
9-Aug-07        P      Kowloon-        Transportation   Citigroup; HSBC        Freshfields      MTR              Goldman      Baker &               Government       1,539
                       Canton                           Bank                   Bruckhaus       Corporation      Sachs;       McKenzie;             of Hong
                       Railway                                                 Deringer                         Merrill      King & Wood;          Kong
                       Corporation                                             (Advising                        Lynch; UBS   Linklaters
                                                                               Citigroup;                                    (Advising
                                                                               HSBC Bank);                                   Merrill Lynch);
                                                                               Sullivan &                                    Slaughter and
                                                                               Cromwell                                      May
C = Completed; P = Pending; L = Lapsed                                                                                                                Source: mergermarket




                                                                                                                                    Monthly M&A Report – 32
                                                                                                                                                        Asia-Pacific



Top Deals


Top 5 India Announced Deals for YTD 30 September 2007
Announced     Status   Target            Sector           Target Financial Advisor    Target       Bidder          Bidder        Bidder Legal   Seller Company            Deal
                       Company                                                        Legal        Company         Financial     Advisor                                 Value
                                                                                      Advisor                      Advisor                                              (USDm)
11-Feb-07       C      Hutchison         TMT              Citigroup; Morgan           Advising     Vodafone        UBS           Linklaters;    Hutchison               13,665
                       Essar Ltd                          Stanley, Advising seller:   seller:      International                 Talwar,        Telecommunications
                       (67% stake)                        Deutsche Bank AG;           Freshfields   Holdings BV                   Thakore and    International Limited
                                                          Goldman Sachs; Kotak        Bruckhaus                                  Associates;
                                                          Investment Banking          Deringer;                                  Trilegal
                                                                                      Khaitan &
                                                                                      Co; Paul
                                                                                      Weiss
                                                                                      Rifkind
                                                                                      Wharton &
                                                                                      Garrison;
                                                                                      Sullivan &
                                                                                      Cromwell
                                                                                      (Advising
                                                                                      Goldman
                                                                                      Sachs)
24-Aug-07       C      Indian            Transportation                                            Air India                     Luthra &                               3,000
                                                                                                   Limited                       Luthra



24-Apr-07       C      Sesa Goa (71% Energy,              Morgan Stanley              Desai &      Vedanta         Nomura        Ashurst;       Mitsui & Co Ltd         1,309
                       stake)        Mining &                                         Diwanji;     Resources                     Khaitan &
                                     Utilities                                        Freshfields   Plc                           Co; Travers
                                                                                      Bruckhaus                                  Smith
                                                                                      Deringer
23-Aug-07       P      Ambuja            Construction     Internal                    Amarchand Holcim             Merrill       Homburger;                             1,157
                       Cements (20%                                                   &         Limited            Lynch;        New Delhi
                       stake)                                                         Mangaldas                    New Delhi     Law Offices
                                                                                      & Suresh                     Corporate
                                                                                      A. Shroff                    Consultancy
                                                                                      & Co                         Services
10-Mar-07       C      Indian         Industrials         PricewaterhouseCoopers      Internal     Reliance        Ernst &       Amarchand                               944
                       Petrochemicals and                 Corp Fin                                 Industries      Young;        & Mangaldas
                       Corp Ltd       Chemicals                                                    Ltd             Merrill       & Suresh A.
                       (52.70% stake)                                                                              Lynch;        Shroff & Co
                                                                                                                   Morgan
                                                                                                                   Stanley
C = Completed; P = Pending; L = Lapsed                                                                                                                    Source: mergermarket




                                                                                                                                            Monthly M&A Report – 33
                                                                                                                                           Asia-Pacific




Expected Deals

Pipeline of Asia-Pacific Expected Deals
Situation       Target Company     Sector        Potential Bidder   Financial Advisers   Market Cap                           Comments
                                                 Company                                  Est.Value
                                                                                           (USDm)
Expected Deal   Sapporo Holdings   Consumer      Steel Partners     Mizuho Corp          3,045 (49% Steel Partners Japan Strategic Fund, the wholly owned
                Limited                                             Bank, Nikko           stake and subsidiary of US-based investment fund Steel Partners,
                                                                    Citigroup             net debt) has submitted a proposal to the management of
                                                                    (advising target)               listed Japanese brewer Sapporo Holdings requesting
                                                                                                    discussions aimed at acquiring a 49.08% stake. It
                                                                                                    currently owns 17.52% of the outstanding common
                                                                                                    shares in Sapporo. The terms of the offer is JPY 825 per
                                                                                                    share.
Expected Deal   Skycity            Leisure       Undisclosed                                1,860     SKYCITY advises that it has received an indicative and
                Entertainment                    bidders                                              confidential approach from a party expressing an interest
                Group Limited                                                                         in acquiring 100% of the shares in the company. In its
                                                                                                      approach, the party indicates a potential cash offer price
                                                                                                      range (subject to conditions) which would represent a
                                                                                                      significant premium to SKYCITY's current share price, if
                                                                                                      a transaction were to eventuate.
Expected Deal   Austar United      TMT           Undisclosed                                1,490     Austar, the listed Australian provider of television
                Communications                   bidders                                              subscription services, confirmed that it has received
                Limited                                                                               several confidential approaches possible transactions.
                                                                                                      Liberty Global, Foxtel, and Seven Media are the potential
                                                                                                      bidders.
Expected Deal   Auckland           Transportation CPP Investment                         1,273 (49% Canadian Pension Plan Board could offer NZD 3.30 (USD
                International                     Board                                     stake)  2.32) a share for a 49% stake in Auckland Airport, the
                                                                                                    New Zealand listed airport group. The offer price was
                                                                                                    less than what Dubai Aerospace was offering NZD 3.80
                                                                                                    a share but CPPB was looking for only 49%. The CPP
                                                                                                    Investment Board today announced that it intends to
                                                                                                    submit a proposal to acquire a significant minority stake
                                                                                                    in the listed Auckland International Airport Limited (AIAL).
                                                                                                    Following on from statements made on 23 August 2007
                                                                                                    by AIAL, CPP Investment Board, the independent asset
                                                                                                    manager for Canada's national pension plan, confirmed
                                                                                                    that it had now largely completed its due diligence of
                                                                                                    AIAL and is currently considering its options regarding
                                                                                                    the specifics of a formal proposal.
Expected Deal   Great Southern     Agriculture   Undisclosed        Macquarie Bank          1,110     Great Southern had received a preliminary, non-binding
                Ltd                              bidder             (advising target)                 and incomplete expression of interest from a party
                                                                                                      interested in exploring a transaction involving the future
                                                                                                      ownership of the company.
Expected Deal   Mitsubishi UFJ     Financial     Mitsubishi UFJ     Nomura               725 (34.5% Mitsubishi UFJ Financial Group (MUFG) issued a
                Nicos              Services      Financial Group    (advising bidder),     stake)   company press release regarding a report that it planned
                                                                    Mitsubishi                      to make Mitsubishi UFJ Nicos, a consumer credit firm,
                                                                    UFJ Securities                  into a wholly owned subsidiary. MUFG is planning to
                                                                    (advising target)               increase its stake in Nicos from its current holding of
                                                                                                    65.5% to 100% through a stock swap. The deal is
                                                                                                    expected as soon as early next year. MUFG is also
                                                                                                    planning to de-list the consumer credit firm. Negotiations
                                                                                                    with major shareholders are expected to begin at an
                                                                                                    early date.




                                                                                                                             Monthly M&A Report – 34
                                                                                                                                          Asia-Pacific



Expected Deals


Situation       Target Company    Sector          Potential Bidder   Financial Advisers   Market Cap                          Comments
                                                  Company                                  Est.Value
                                                                                            (USDm)
Expected Deal   Shanghai Diesel   Industrials &   Shanghai                                   568       "Shanghai Electric, the Hong Kong listed Shanghai based
                Engine Company    Chemicals       Automotive                                           electrical equipment maker, is in talks with Shanghai
                                                                                                       Automotive Industry Corporation (SAIC) for some
                                                                                                       cooperative arrangements. The negotiation with SAIC
                                                                                                       is related to Shanghai-listed Shanghai Diesel Engine, in
                                                                                                       which Shanghai Electric holds a 50.32% stake. Shanghai
                                                                                                       Electric may dispose of its entire shareholding in
                                                                                                       Shanghai Diesel to SAIC as an arrangement.
                                                                                                       The market cap of Shanghai Electric stands at HKD 41bn
                                                                                                       (USD 5.3bn).”
Expected Deal   Tianjin Global    Industrials &   CITIC Culture                              442       CITIC Culture and Media is to take a controlling stake
                Magnetic Card     Chemicals       and Media                                            in Tianjin Global Magnetic Card. Preliminary agreement
                                                                                                       has been signed by CITIC with the Tianjin State-owned
                                                                                                       Assets Supervision and Administrative Commission.
                                                                                                       CITIC will first invest CNY 638m (USD 80m) in the
                                                                                                       company for financial aid.
Expected Deal   Digital China     Consumer        Hony Capital                               220       "Digital China, the China based listed IT company, will
                Holdings Ltd                      Fund, IDG                                            have its controlling stake change hands. The fund
                                                  Technology                                           companies Hony Capital Fund, IDG Technology Venture,
                                                  Venture, SAIF                                        SAIF Partners, together with Digital China's executive
                                                  Partners                                             director Guo Wei, will acquire a 42.94% stake in Digital
                                                                                                       China from Legend Holdings and General Atlantic
                                                                                                       Partners, for HKD 1.318bn (USD 168m). General Atlantic
                                                                                                       Partners will divest all of its 13.34% stake in Digital
                                                                                                       China. Legend Holdings will also trim down its stake
                                                                                                       from 47.43% to 17.83%.




                                                                                                                             Monthly M&A Report – 35
                                                                                                                                                                Asia-Pacific




League Tables

Top 20 Financial Advisors – Asia-Pacific excl Japan

Ranked by Value                                                                                Ranked by Volume
  YTD 30-       House                                            Value          Deal             YTD 30-       House                                            Value          Deal
  Sep-2007                                                      (USDm)         Count             Sep-2007                                                      (USDm)         Count
       1        UBS                                              69,905          41                   1        Citigroup                                        64,274          49
       2        Citigroup                                        64,274          49                   2        Macquarie Bank                                   50,240          44
       3        Morgan Stanley                                   51,917          32                   3        UBS                                              69,905          41
       4        Macquarie Bank                                   50,240          44                   4        KPMG Corp Fin                                    7,766           39
       5        Goldman Sachs                                    44,192          29                   5        PricewaterhouseCoopers Corp Fin                  5,310           38
       6        Deutsche Bank                                    44,046          19                   6        Ernst & Young                                    5,701           35
       7        JPMorgan                                         43,954          28                   7        Morgan Stanley                                   51,917          32
       8        Carnegie, Wylie & Company                        28,535           5                   8        Merrill Lynch                                    26,049          31
       9        Credit Suisse                                    27,787          29                   9        Goldman Sachs                                    44,192          29
      10        Merrill Lynch                                    26,049          31                  10        Credit Suisse                                    27,787          29
      11        ABN AMRO                                         21,643          25                  11        JPMorgan                                         43,954          28
      12        HSBC Bank                                        19,655          17                  12        Somerley                                         4,432           26
      13        Gresham Advisory Partners                        19,293          13                  13        ABN AMRO                                         21,643          25
      14        CIMB Group                                       16,670          22                  14        Deloitte                                         2,253           23
      15        Kotak Investment Banking                         15,339          11                  15        CIMB Group                                       16,670          22
      16        Grant Samuel                                     13,929          11                  16        Rothschild                                       6,522           21
      17        RHB Investment Bank                              10,148          14                  17        Deutsche Bank                                    44,046          19
      18        KPMG Corp Fin                                     7,766          39                  18        AmInvestment Bank                                4,719           19
      19        Lazard                                            7,705          11                  19        HSBC Bank                                        19,655          17
      20        BNP Paribas                                       7,656          12                  20        DBS Bank                                         3,188           17
                                                                   Source: mergermarket                                                                           Source: mergermarket
The Financial adviser league tables by value and volume have been run from 01 January 2007 to 30 September 2007 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 Asia-Pacifc excluding Japan.


Top 20 Legal Advisors – Asia-Pacific excl Japan

Ranked by Value                                                                                Ranked by Volume
  YTD 30-       House                                            Value          Deal             YTD 30-        House                                           Value          Deal
  Sep-2007                                                      (USDm)         Count             Sep-2007                                                      (USDm)         Count
       1        Freehills                                        84,489          62                   1        Freehills                                        84,489          62
       2        Linklaters                                       52,661          36                   2        Mallesons Stephen Jaques                         40,907          52
       3        Mallesons Stephen Jaques                         40,907          52                   3        Baker & McKenzie                                 19,214          46
       4        Clayton Utz                                      36,519          43                   4        Clifford Chance                                  23,113          45
       5        Allens Arthur Robinson                           36,217          20                   5        Clayton Utz                                      36,519          43
       6        Freshfields Bruckhaus Deringer                    34,700          31                   6        Minter Ellison                                   21,268          40
       7        Sullivan & Cromwell                              30,495          14                   7        Blake Dawson Waldron                             23,205          37
       8        Allen & Overy                                    26,779          19                   8        Linklaters                                       52,661          36
       9        Blake Dawson Waldron                             23,205          37                   9        Wong Partnership                                 11,143          33
      10        Clifford Chance                                  23,113          45                  10        Freshfields Bruckhaus Deringer                    34,700          31
      11        Skadden Arps Slate Meagher & Flom                22,102          21                  11        Allen & Gledhill                                 16,144          30
      12        Paul Weiss Rifkind Wharton & Garrison            21,319           9                  12        Deacons                                          3,882           29
      13        Minter Ellison                                   21,268          40                  13        Jones Day                                        10,642          28
      14        Simpson Thacher & Bartlett                       20,886          11                  14        Gilbert + Tobin                                  12,014          23
      15        Khaitan & Co                                     19,676          10                  15        Skadden Arps Slate Meagher & Flom                22,102          21
      16        Trilegal                                         19,460           6                  16        Allens Arthur Robinson                           36,217          20
      17        Baker & McKenzie                                 19,214          46                  17        Kim & Chang                                      11,138          20
      18        Norton Rose                                      18,567          11                  18        Allen & Overy                                    26,779          19
      19        Quigg Partners                                   17,588           6                  19        White & Case                                     8,215           15
      20        Chapman Tripp                                    16,838          11                  20        Bell Gully                                       1,829           15
                                                                   Source: mergermarket                                                                           Source: mergermarket
The Legal adviser league tables by value and volume have been run from 01 January 2007 to 30 September 2007 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 Asia-Pacifc excluding Japan.

                                                                                                                                                 Monthly M&A Report – 36
                                                                                                                                                                     Asia-Pacific



League Tables


Activity Table of Private Equity Firms on Asia-Pacific Buyouts

Ranked by Value                                                                                   Ranked by Volume
  YTD 30-        House                                             Value           Deal             YTD 30-        House                                             Value           Deal
  Sep-2007                                                        (USDm)          Count             Sep-2007                                                        (USDm)          Count
       1         Babcock & Brown                                   11,241            1                   1         Temasek Holdings                                   3,134            5
       2         Kohlberg Kravis Roberts & Co                      3,312             3                   2         CVC Capital Partners                               1,626            5
       3         Temasek Holdings                                  3,134             5                   3         Blackstone Group Holdings                          1,275            4
       4         TPG                                               1,774             3                   4         Kaplan Equity                                       149             4
       5         CVC Capital Partners                              1,626             5                   5         Kohlberg Kravis Roberts & Co                       3,312            3
      6=         CCMP Capital Asia                                 1,539             1                   6         TPG                                                1,774            3
      6=         Ontario Teachers Pension Plan                     1,539             1                   7         The Carlyle Group                                   526             3
       8         Affinity Equity Partners                           1,480             1                   8         Archer Capital                                      512             3
       9         Blackstone Group Holdings                         1,275             4                   9         Citigroup Venture Capital Equity                    279             3
      10         Pacific Equity Partners                            1,168             2                             Partners
                                                                     Source: mergermarket               10         Quadrant Private Equity                             243             3
                                                                                                                                                                       Source: mergermarket


The Private Equity buyout activity tables by value and volume are based on privare equity firms advising the bidder on buyout deals where the dominant geography of the target company is
Asia-Pacific. The tables by value and volume have been run from 01 January 2007 to 31 August 2007 and exclude lapsed and withdrawn deals.




Activity Table of Private Equity Firms on Asia-Pacific Exits

Ranked by Value                                                                                   Ranked by Volume
  YTD 30-        House                                             Value           Deal             YTD 30-        House                                             Value           Deal
  Sep-2007                                                        (USDm)          Count             Sep-2007                                                        (USDm)          Count
       1         Lone Star Funds                                   7,353             3                   1         Lone Star Funds                                    7,353            3
       2         Kohlberg Kravis Roberts & Co                      1,042             1                   2         The Carlyle Group                                   156             3
       3         Actis                                               463             2                   3         Actis                                               463             2
       4         Colonial First State Private Equity                 367             2                   4         Colonial First State Private Equity                 367             2
       5         AMP Capital Investors                               304             2                   5         AMP Capital Investors                               304             2
      6=         IDG Technology Venture Investment                   300             1                   6         ANZ Private Equity                                  119             2
      6=         Oak Investment Partners                             300             1                   7         Nomura International                                 99             2
       8         MBK Partners                                        287             1                   8         Japan Industrial Partners                             -             2
       9         TVG Capital Partners                                277             1                   9         Kohlberg Kravis Roberts & Co                       1,042            1
      10         Standard Chartered Private Equity                   250             1                  10=        IDG Technology Venture Investment                   300             1
                                                                     Source: mergermarket               10=        Oak Investment Partners                             300             1
                                                                                                                                                                       Source: mergermarket


The Private Equity exit activity tables by value and volume are based on privare equity firms advising the vendor on exit deals where the dominant geography of the target company is Asia-
Pacific. The tables by value and volume have been run from 01 January 2007 to 30 September 2007 and exclude lapsed and withdrawn deals.




                                                                                                                                                      Monthly M&A Report – 37
                                                                                                                                                                                                                      Asia-Pacific




  Trend Graphs

  Asia-Pacific M&A Quarterly Trend
   Value                                                                                                                    Volume
              150,000                                                                                                                        800


                                                                                                                                             700
              120,000
                                                                                                                                             600




                                                                                                                          Number of deals
Value $m




               90,000                                                                                                                        500


                                                                                                                                             400

               60,000
                                                                                                                                             300


                                                                                                                                             200
               30,000

                                                                                                                                             100


                   0                                                                                                                             0
                         Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3                                                                     Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3
                        2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007                               2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007



                                                                                                                                                                                                                                     Moving
                                                                                                                                                                                                                                     average
                                                                                                                                                                                                                                     trend line




  Asia-Pacific M&A Quarterly Private Equity Trend
   Value                                                                                                                    Volume
              30,000                                                                                                                        70



                                                                                                                                            60
              25,000


                                                                                                                                            50
              20,000
                                                                                                                          Number of deals




                                                                                                                                            40
   Value $m




              15,000

                                                                                                                                            30

              10,000
                                                                                                                                            20


               5,000
                                                                                                                                            10



                   0                                                                                                                         0
                         Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3                                                                 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3
                        2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007                           2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007



                                                                                                           Asia-Pacific                                                                                                              Asia-Pacific
                                                                                                           Buyouts                                                                                                                   Buyouts

                                                                                                           Asia-Pacific                                                                                                              Asia-Pacific
                                                                                                           Exits                                                                                                                     Exits




                                                                                                                                                                                                    Monthly M&A Report – 38
                                                                                                                                                                                          Asia-Pacific



Trend Graphs


Asia-Pacific M&A Annual Trends
Value                                                                                                   Volume
             400,000                                                                                                          2,500


             350,000

                                                                                                                              2,000
             300,000




                                                                                                        Number of deals
             250,000
                                                                                                                              1,500
Value USDm




             200,000

                                                                                                                              1,000
             150,000


             100,000
                                                                                                                                  500

              50,000


                    0                                                                                                               0
                                  2003          2004      2005         2006                  2007 YTD                                           2003          2004             2005             2006              2007 YTD




                                                                                All Asia-Pacific M&A                                                                                                   All Asia-Pacific M&A

                                                                                Asia-Pacific Buyouts                                                                                                   Asia-Pacific Buyouts

                                                                                Asia-Pacific Exits                                                                                                     Asia-Pacific Exits




Asia-Pacific M&A Sector Breakdown 2007 YTD
Value                                                                                                   Volume

                                          <1%
                                                                                                                                                       1.2%
                           4.5%
                                   3.9%                                                                                                         3.8%
                    2.2%                         11.0%
                                                                 Industrials and Chemicals                                               4.0%                                         Industrials and Chemicals
                                                                                                                                  4.2%                               19.9%
                                                                 Financial Services                                                                                                   Financial Services
               4.1%
                                                                 TMT                                                      5.2%
             2.0%                                        24.3%                                                                                                                        TMT

                                                                 Consumer                                                                                                             Consumer

                                                                 Energy/Mining/Utilities                                                                                              Energy/Mining/Utilities
                                                                                                        9.4%
                                                                 Business Services                                                                                                    Business Services
17.8%
                                                                 Pharma/Medical/Biotech                                                                                               Pharma/Medical/Biotech

                                                                 Leisure                                                                                                              Leisure
                                                                                                                                                                             16.1%
                                                                 Transport                                                11.1%                                                       Transport

                                                                 Construction                                                                                                         Construction
                        13.2%                                    Agriculture                                                                                                          Agriculture
                                                                                                                                                               13.2%
                                                16.3%                                                                                     12.0%




                                                                                                                                                                             Monthly M&A Report – 39
                                                                                                                                                                                                   Asia-Pacific



Trend Graphs


Asia-Pacific M&A Geographic Breakdown 2007 YTD
Value                                                                                                    Volume
                                2.9%
                                         1.6%                                                                                                                 2.0%

                         2.3%                                                                                                                          2.5%
                                                 13.0%                                                                                          2.7%
                                                                         China                                                                                                                China
                     6.2%                                                                                                               4.3%                                22.5%
                                                                         Australia                                                                                                            Australia
                                                                                                                              4.6%
              4.0%
                                                                         Japan                                                                                                                Japan

    3.8%                                                                 India                                             4.8%                                                               India

                                                                         South Korea                                                                                                          South Korea
4.5%                                                                                                       5.1%
                                                                         Other                                                                                                                Other

  6.3%                                                                   Singapore                                                                                                            Singapore
                                                                27.5%                                                      6.7%
                                                                         Hong Kong                                                                                                            Hong Kong
                                                                                                                                                                                    19.8%
                                                                         Malaysia                                                                                                             Malaysia
               8.9%                                                                                                               8.1%
                                                                         New Zealand                                                                                                          New Zealandd

                                                                         Taiwan                                                                                                               Taiwan
                                        18.8%
                                                                         Thailand                                                                         16.9%                               Thailand




Asia-Pacific M&A Deal Size Breakdown
Value                                                                                                    Volume
                250                                                                                                           1500




                200                                                                                                           1200
                                                                                                         Number of Deals




                150                                                                                                               900
Value USDbn




                100                                                                                                               600




                 50                                                                                                               300




                     0                                                                                                              0
                          H1      H2      H1     H2       H1     H2      H1        H2     H1     H2                                       H1        H2         H1     H2     H1       H2     H1        H2       H1        H2
                         2003    2003    2004   2004     2005   2005    2006      2006   2007   2007                                     2003      2003       2004   2004   2005     2005   2006      2006     2007      2007

                                                                                         > $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 – 40
                                                                                                                                             Asia-Pacific




Mid Market Deals

Top 10 Asia-Pacific Announced Mid Market Deals of September 2007
(USD 10m to USD 250m)
Announced    Status Target Company             Sector          Bidder Company     Seller Company              Exit Multiples (x)           Bid Premia    Deal Value
                                                                                                      Revenue      EBITDA          P/E    1-day before    (USDm)

13-Sep-07      P     PCH Group Limited         Industrials &   Cape PLC                                 2.6          12.8          24.3     13.0%           226
                                               Chemicals
15-Sep-07      P     Zhanjiang Port Group Co   Transportation China               Zhanjiang SASAC                                  44.3        -            216
                     Ltd (45% stake)                          Merchants
                                                              International
                                                              Terminals
                                                              (Zhanjiang) Ltd
5-Sep-07       P     Hainan Mining United      Energy,         Hainan Iron and                                                                 -            199
                     Co Ltd                    Mining &        Steel Group;
                                               Utilities       Shanghai Fosun
                                                               High Technology
                                                               Group; and
                                                               Shanghai
                                                               Fosun Industrial
                                                               Investment Co
                                                               Ltd
4-Sep-07       P     Golden West Resources     Energy,         Fairstar                                                                     46.3%           176
                     Ltd                       Mining &        Resources Ltd
                                               Utilities
27-Sep-07      P     Unwired Group Limited     TMT             Network                                  6.2         (Loss)     (Loss)       -5.3%           158
                     (80.10% stake)                            Investment
                                                               Holdings Pty Ltd
26-Sep-07      P     Kobashou Co Ltd           Consumer        Mediceo Paltac     Kobayashi             0.1                    (Loss)          -            148
                                                               Holdings Co Ltd    Pharmaceutical Co
                                                                                  Ltd; and Suzuken
                                                                                  Co Ltd
12-Sep-07      P     Don Mathieson & Staff     Construction    CSR Limited                              1.8                                    -            147
                     Glass Pty Ltd
12-Sep-07      P     Asahi Fiberglass Co Ltd   Construction    Global Insulation Asahi Glass Co Ltd     0.5                        7.6         -            141
3-Sep-07       P     Titan Quanzhou Shipyard   Industrials &   Titan              Titan Oil Pte Ltd                                            -            141
                                               Chemicals       Petrochemicals
                                                               Group Limited
27-Sep-07      P     Lonza Singapore Pte Ltd   Industrials &   Perstorp Group     Lonza Group Ltd                                              -            138
                                               Chemicals
C = Completed; P = Pending; L = Lapsed                                                                                                         Source: mergermarket




                                                                                                                              Monthly M&A Report – 41
                                                                                                                                                                                                                Asia-Pacific




Mid Market Deals

Asia-Pacific M&A Quarterly Mid Market Trend
Value                                                                                                                  Volume
             25,000                                                                                                                      400


                                                                                                                                         350

             20,000
                                                                                                                                         300


                                                                                                                                         250




                                                                                                                       Number of deals
             15,000
Value USDm




                                                                                                                                         200

             10,000
                                                                                                                                         150


                                                                                                                                         100
              5,000

                                                                                                                                          50


                 0                                                                                                                         0
                       Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3                                                                 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3
                      2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007                           2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007




                                                                                                                                                                                                                               Moving
                                                                                                                                                                                                                               average
                                                                                                                                                                                                                               trend line




                                                                                                                                                                                              Monthly M&A Report – 42
                                                                                                                                                         Asia-Pacific




Mid Market League Tables

Top 10 Mid Market Financial Advisors –                                                   Top 10 Mid Market Legal Advisors –
Asia-Pacific                                                                              Asia-Pacific
(USD 10m to USD 250m)                                                                    (USD 10m to USD 250m)

  YTD 30-       Company Name                                    Value         No. of       YTD 30-        Company Name                                   Value          No. of
  Sep-2007                                                     (USDm)         Deals        Sep-2007                                                     (USDm)          Deals
 Value:                                                                                   Value:
       1        KPMG Corp Fin                                    2,429          28              1         Freehills                                       2,717           23
       2        Citigroup                                        1,993          13              2         Clifford Chance                                 2,439           20
       3        Macquarie Bank                                   1,950          14              3         Mallesons Stephen Jaques                        2,243           21
       4        UBS                                              1,625          10              4         Linklaters                                      2,117           15
       5        Rothschild                                       1,485          12              5         Clayton Utz                                     1,954           24
       6        Ernst & Young                                    1,458          22              6         Wong Partnership                                1,792           18
       7        Morgan Stanley                                   1,351           9              7         Baker & McKenzie                                1,766           20
       8        PricewaterhouseCoopers Corp Fin                  1,275          23              8         Gilbert + Tobin                                 1,762           13
       9        Deloitte                                         1,256          16              9         Deacons                                         1,576           19
      10        CIMB Group                                       1,240          12             10         Blake Dawson Waldron                            1,431           16
 Volume:                                                                                  Volume:
       1        KPMG Corp Fin                                    2,429          28              1         Clayton Utz                                     1,954           24
       2        PricewaterhouseCoopers Corp Fin                  1,275          23              2         Freehills                                       2,717           23
       3        Ernst & Young                                    1,458          22              3         Minter Ellison                                  1,423           23
       4        Deloitte                                         1,256          16              4         Mallesons Stephen Jaques                        2,243           21
       5        Somerley                                          908           15              5         Clifford Chance                                 2,439           20
       6        Macquarie Bank                                   1,950          14              6         Baker & McKenzie                                1,766           20
       7        Citigroup                                        1,993          13              7         Deacons                                         1,576           19
       8        Rothschild                                       1,485          12              8         Wong Partnership                                1,792           18
       9        CIMB Group                                       1,240          12              9         Blake Dawson Waldron                            1,431           16
      10        AmInvestment Bank                                 713           12             10         Linklaters                                      2,117           15
                                                                  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
2007 to 30 September 2007 and exclude lapsed and withdrawn deals. The tables cover all   2007 to 30 September 2007 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      sectors and are based on the geography of either the target, bidder or seller being
Asia-Pacific (excluding Japan).                                                          Asia-Pacific (excluding Japan).




                                                                                                                                           Monthly M&A Report – 43
Europe


Top 15 European Announced Deals for YTD 30 September 2007
Announced     Status   Target Company           Sector          Bidder Company          Seller Company             Exit Multiples (x)           Bid Premia      Deal Value
                                                                                                           Revenue     EBITDA           P/E    1-day before      (EURm)

28-Mar-07        L     Volkswagen AG            Industrials &   Dr Ing hc F Porsche                          0.8         10.2           20.2     -11.2%           75,686
                       (69.06% stake)           Chemicals       AG
29-May-07        P     ABN AMRO                 Financial       Royal Bank of                                n/a          n/a           15.4      6.4%            71,121
                                                Services        Scotland Group plc;
                                                                Fortis; and Santander
                                                                Central Hispano SA
23-Apr-07        L     ABN AMRO                 Financial       Barclays plc                                 n/a          n/a           14.3     -1.4%            67,522
                                                Services
11-Apr-07       C      Endesa SA (63.10%        Energy,         Enel Energy Europe                           3.3          9.0           14.8      2.6%            48,409
                       stake)                   Mining &        Srl
                                                Utilities
20-May-07       C      Capitalia SpA            Financial       Unicredit Group                              n/a          n/a           18.8      5.6%            22,133
                                                Services
20-Apr-07       C      Alliance Boots plc       Consumer        Kohlberg Kravis                              1.0         17.2           25.0      8.6%            17,790
                                                                Roberts & Co
19-Apr-07        P     Eiffage SA (66.68%       Construction    Sacyr Vallehermoso                           1.9         12.9           24.1     -6.1%            17,537
                       stake)                                   S.A.
18-Jul-07        P     Altadis SA               Consumer        Imperial Tobacco                             1.2         12.3           28.6      4.0%            15,399
                                                                Group plc
2-Mar-07         P     Metrovacesa SA           Financial       Sacresa                                      n/a          n/a           15.9     -5.0%            14,440
                       (60.39% stake)           Services
10-Apr-07       C      Rodamco Europe NV        Financial       Unibail Holding SA                           n/a          n/a           7.3      17.7%            14,390
                                                Services
15-May-07        P     Reuters Group plc        TMT             The Thomson                                  3.5         22.8           30.6     14.0%            13,442
                                                                Corporation
15-May-07       C      Hanson plc (97.10%       Construction    HeidelbergCement                             2.2         11.8           19.6      4.1%            13,336
                       stake)                                   AG
9-Jul-07         P     Royal Numico NV          Consumer        Groupe Danone SA                             4.5         24.6           52.9     37.7%            11,891
13-Aug-07        P     Imperial Chemical        Industrials &   Akzo Nobel NV                                1.6         11.8           28.6      7.3%            11,446
                       Industries PLC           Chemicals
25-Jul-07        P     Siemens VDO              Industrials &   Continental AG          Siemens AG           1.1                        17.0        -             11,400
                       Automotive AG            Chemicals
C = Completed; P = Pending; L = Lapsed                                                                                                                  Source: mergermarket



Top 5 European Announced Deals of the Month September 2007
Announced     Status   Target Company             Sector             Bidder Company     Seller Company             Exit Multiples (x)           Bid Premia      Deal Value
                                                                                                           Revenue     EBITDA           P/E    1-day before      (EURm)

15-Sep-07        P     JSC OGK-4 (47% stake)      Energy, Mining & E.ON AG              Unified Energy        8.0         22.3           39.0        -             2,812
                                                  Utilities                             System of
                                                                                        Russia (RAO
                                                                                        UES)
21-Sep-07        P     PT Multimedia Servicos     TMT                Portugal           Portugal Telecom     5.9         18.4           51.7        -             2,149
                       de Telecomunicacoes                           Telecom            SGPS SA
                       e Multimedia SGPS SA                          (shareholders)
                       (58.43% stake)
3-Sep-07         P     SPP Livforsakring AB       Financial Services Storebrand ASA     Svenska              n/a          n/a           8.0         -             1,914
                                                                                        Handelsbanken
                                                                                        AB
28-Sep-07        P     Orange Nederland NV        TMT                Deutsche           France Telecom       2.1                                    -             1,300
                                                                     Telekom AG         SA
28-Sep-07        P     Sintonia SA (21.80%        TMT                GS                 Ragione SpA;                                                -             1,300
                       stake)                                        Infrastructure     and Sintonia SpA
                                                                     Partners I; and
                                                                     Mediobanca
                                                                     SpA
C = Completed; P = Pending; L = Lapsed                                                                                                                  Source: mergermarket




                                                                                                                                    Monthly M&A Report – 44
                                                                                                                                                                Europe




League Tables

Top 20 Financial Advisors

Ranked by Value                                                                                Ranked by Volume
   Y/E 30-      House                                            Value         Deal               Y/E 30-       House                                           Value         Deal
  Sep-2007                                                       € (m)        Counts             Sep-2007                                                       € (m)        Counts
       1        Morgan Stanley                                  376,562         109                   1        Rothschild                                      232,321         205
       2        Goldman Sachs                                   364,981         111                   2        Deloitte                                         31,525         167
       3        Citigroup                                       342,971         123                   3        KPMG Corp Fin                                    21,826         166
       4        UBS                                             340,366         135                   4        PricewaterhouseCoopers Corp Fin                  47,727         137
       5        Merrill Lynch                                   310,138          98                   5        UBS                                             340,366         135
       6        JPMorgan                                        289,527         101                   6        Ernst & Young                                    40,016         128
       7        Rothschild                                      232,321         205                   7        Citigroup                                       342,971         123
       8        Lehman Brothers                                 228,655          58                   8        Goldman Sachs                                   364,981         111
       9        Deutsche Bank                                   212,203          98                   9        Morgan Stanley                                  376,562         109
      10        Credit Suisse                                   200,475          93                  10        ABN AMRO                                        159,622         103
      11        ABN AMRO                                        159,622         103                  11        JPMorgan                                        289,527         101
      12        Lazard                                          131,811          92                  12        Merrill Lynch                                   310,138          98
      13        BNP Paribas                                     124,187          67                  13        Deutsche Bank                                   212,203          98
      14        Santander Global Banking and Markets             88,959          10                  14        Credit Suisse                                   200,475          93
      15        Mediobanca                                       67,252          37                  15        Lazard                                          131,811          92
      16        RBC Capital Markets                              64,087          19                  16        M&A International                                2,366           71
      17        Greenhill & Co                                   63,992          16                  17        BNP Paribas                                     124,187          67
      18        Perella Weinberg Partners                        60,666           8                  18        Lehman Brothers                                 228,655          58
      19        Banca IMI/Intesa Sanpaolo                        60,648          22                  19        Close Brothers Group                             9,027           43
      20        Dresdner Kleinwort                               58,835          39                  20        BDO Corporate Finance                            2,256           43
                                                                   Source: mergermarket                                                                           Source: mergermarket

The Financial adviser league tables by value and volume have been run from 01 January 2007 to 30 September 2007 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 Europe.


Top 20 Legal Advisors

Ranked by Value                                                                                Ranked by Volume
   Y/E 30-      House                                            Value         Deal               Y/E 30-       House                                           Value         Deal
  Sep-2007                                                       € (m)        Counts             Sep-2007                                                       € (m)        Counts
       1        Clifford Chance                                 431,914         217                   1        Clifford Chance                                 431,914         217
       2        Linklaters                                      392,425         199                   2        Linklaters                                      392,425         199
       3        Allen & Overy                                   357,213         192                   3        Freshfields Bruckhaus Deringer                   330,207         198
       4        Sullivan & Cromwell                             342,487          45                   4        Allen & Overy                                   357,213         192
       5        Freshfields Bruckhaus Deringer                   330,207         198                   5        DLA Piper                                        20,686         163
       6        Skadden Arps Slate Meagher & Flom               293,198          61                   6        CMS                                              37,813         130
       7        Cleary Gottlieb Steen & Hamilton                184,067          85                   7        Baker & McKenzie                                 32,624         122
       8        Herbert Smith, Gleiss Lutz, Stibbe              161,321          82                   8        White & Case                                     58,366         105
       9        Shearman & Sterling                             146,444          44                   9        Jones Day                                        24,506         100
      10        Bonelli Erede Pappalardo                        141,302          37                  10        Eversheds                                        5,807           99
      11        Debevoise & Plimpton                            138,079          24                  11        Latham & Watkins                                111,525          88
      12        Davis Polk & Wardwell                           131,353          31                  12        Cleary ottlieb Steen & Hamilton                 184,067          85
      13        De Brauw Blackstone Westbroek                   126,773          52                  13        Herbert Smith, Gleiss Lutz, Stibbe              161,321          82
      14        McCarthy Tetrault                               122,590          11                  14        Ashurst                                          81,568          81
      15        NautaDutilh                                     118,082          31                  15        Mannheimer Swartling                             8,045           81
      16        Fasken Martineau                                115,186          15                  16        Slaughter and May                               108,701          68
      17        Latham & Watkins                                111,525          88                  17        Vinge                                            19,591          68
      18        Uria Menendez                                   110,925          52                  18        Norton Rose                                      59,426          65
      19        Slaughter and May                               108,701          68                  19        Weil Gotshal & Manges                            60,982          63
      20        Blake, Cassels & Graydon                        100,673          31                  20        Skadden Arps Slate Meagher & Flom               293,198          61
                                                                   Source: mergermarket                                                                           Source: mergermarket
The Legal adviser league tables by value and volume have been run from 01 January 2007 to 30 September 2007 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 Europe.

                                                                                                                                                 Monthly M&A Report – 45
                                                                                                                                                                    Europe



League Tables


Activity Table of Private Equity Firms on European Buyouts

Ranked by Value                                                                                  Ranked by Volume
   Y/E 30-       House                                             Value         Deal                Y/E 30-       House                                             Value         Deal
  Sep-2007                                                         € (m)        Counts              Sep-2007                                                         € (m)        Counts
       1        Kohlberg Kravis Roberts & Co                      18,590            2                    1        3i Group                                           4,143           14
       2        Macquarie Bank                                     7,706            3                    2        Barclays Private Equity                             998            13
       3        Charterhouse Capital Partners                      6,279            4                    3        Bank of Scotland Corporate                         3,110           10
       4        Permira                                            5,714            5                    4        AAC Capital Partners                                855             8
       5        Cinven                                             4,565            4                    5        Lloyds TSB Development Capital                      522             8
       6        3i Group                                           4,143           14                    6        ARQUES Industries                                   110             8
       7        Terra Firma Capital Partners                       4,012            1                    7        EQT Partners                                       3,827            6
       8        Dubai International Capital                        3,868            2                    8        HgCapital                                          2,563            6
       9        EQT Partners                                       3,827            6                    9        Advent International                               2,497            6
      10        CVC Capital Partners                               3,604            5                   10        ISIS Private Equity Partners                        157             6
                                                                     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
Europe. The tables by value and volume have been run from 01 January 2007 to 30 September 2007 and exclude lapsed and withdrawn deals.




Activity Table of Private Equity Firms on European Exits

Ranked by Value                                                                                  Ranked by Volume
   Y/E 30-       House                                             Value         Deal                Y/E 30-       House                                             Value         Deal
  Sep-2007                                                         € (m)        Counts              Sep-2007                                                         € (m)        Counts
       1        Apax Partners                                     10,887           14                    1        3i Group                                           4,380           39
       2        PAI Partners                                       9,267            4                    2        Apax Partners                                     10,887           14
       3        3i Group                                           4,380           39                    3        Barclays Private Equity                            2,022           11
       4        CVC Capital Partners                               4,377            7                    4        AlpInvest Partners                                 1,653            8
       5        Sagard Private Equity Partners                     4,100            2                    5        CVC Capital Partners                               4,377            7
       6        Advent International                               4,066            7                    6        Advent International                               4,066            7
       7        TPG                                                3,825            2                    7        Terra Firma Capital Partners                       1,232            7
       8        Blackstone Group Holdings                          3,050            2                    8        AAC Capital Partners                               1,224            7
       9        Dubai International Capital                        3,018            1                    9        Lloyds TSB Development Capital                     1,179            7
      10        J.C. Flowers & Co                                  2,985            2                   10        CapMan Group                                        128             7
                                                                     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 Europe.
The tables by value and volume have been run from 01 January 2007 to 30 September 2007 and exclude lapsed and withdrawn deals.




                                                                                                                                                     Monthly M&A Report – 46
                                                                                                                                                                                                                         Europe




Trend Graphs

European M&A Quarterly Trend
Value                                                                                                                       Volume
            500,000                                                                                                                            1,750




            400,000                                                                                                                            1,400




                                                                                                                           Number of deals
Value €m




            300,000                                                                                                                            1,050




            200,000                                                                                                                             700




            100,000                                                                                                                             350




                     0                                                                                                                               0
                           Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3                                                                       Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3
                          2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007                                 2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007



                                                                                                                                                                                                                                         Moving
                                                                                                                                                                                                                                         average
                                                                                                                                                                                                                                         trend line




European M&A Quarterly Private Equity Trend
Value                                                                                                                       Volume
           100,000                                                                                                                             400


                                                                                                                                               350

            80,000
                                                                                                                                               300
                                                                                                                             Number of deals




                                                                                                                                               250
            60,000
Value €m




                                                                                                                                               200

            40,000
                                                                                                                                               150


                                                                                                                                               100
            20,000

                                                                                                                                                50


                0                                                                                                                                0
                          Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3                                                                    Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3
                         2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007                              2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007



                                                                                                     European Buyouts                                                                                                              European Buyouts

                                                                                                     European Exits                                                                                                                European Exits




                                                                                                                                                                                                        Monthly M&A Report – 47
                                                                                                                                                                                      Europe



Trend Graphs


European M&A Annual Trends
Value                                                                                                       Volume
           1,000,000                                                                                                            6,000



                                                                                                                                5,000
            800,000


                                                                                                                                4,000




                                                                                                            Number of deals
            600,000
Value €m




                                                                                                                                3,000

            400,000
                                                                                                                                2,000


            200,000
                                                                                                                                1,000



                    0                                                                                                              0
                           2003               2004          2005            2006              2007 YTD                                         2003           2004       2005          2006               2007 YTD




                                                                                         All European M&A                                                                                      All European M&A

                                                                                         European Buyouts                                                                                      European Buyouts

                                                                                         European Exits                                                                                        European Exits




European M&A Sector Breakdown 2007 YTD
Value                                                                                                       Volume
                                      <1%
                                            <1%                                                                                                       <1%   <1%
                               1.9%
                               2.5%               10.9%                                                                                         3.9%
                        5.0%                                                                                                            3.9%
                                                                         Industrials and Chemicals                                                                              Industrials and Chemicals
                                                                                                                                5.5%                                 21.3%
             7.0%                                                        Consumer                                                                                               Consumer

                                                                         TMT                                                                                                    TMT
                                                            12.7%                                                        5.7%
                                                                         Business Services                                                                                      Business Services

                                                                         Financial Services                 6.0%                                                                Financial Services
14.3%                                                                                                                                                                           Energy/Mining/Utilities
                                                                         Energy/Mining/Utilities

                                                                         Construction                                                                                           Construction
                                                                 10.7%
                                                                         Pharma/Medical/Biotech                10.6%                                                            Pharma/Medical/Biotech
                                                                                                                                                                        15.7%
                                                                         Leisure                                                                                                Leisure
                                                          3.5%
                                                                         Transport                                                                                              Transport

                                                                         Agriculture                                                12.3%                                       Agriculture
                                 31.1%                                                                                                                       14.0%
                                                                         Defence                                                                                                Defence




                                                                                                                                                                         Monthly M&A Report – 48
                                                                                                                                                                                                     Europe



 Trend Graphs


 European M&A Geographic Breakdown 2007 YTD
 Value                                                                                                      Volume
                           2.5%                                                                                                                          3.7%
                                   2.4%                                                                                                       4.6%
                                                                                                                                                                                                UK & Ireland
                    8.4%                                                    UK & Ireland
                                                                                                                                      6.7%
                                                                                                                                                                                                Nordic
                                                          23.9%             Nordic                                                                                                25.6%
                                                                                                                                                                                                CEE
                                                                            CEE
                                                                                                                              6.9%
                                                                                                                                                                                                Germany
                                                                            Germany
 13.3%
                                                                                                                                                                                                France
                                                                            France
                                                                                                                                                                                                Benelux
                                                                            Benelux                             8.9%
                                                                  6.2%                                                                                                                          Iberia
                                                                            Iberia
                                                                                                                                                                                                Italy
                                                                            Italy
                                                                                                                                                                                      12.8%     Other
                                                            7.9%            Other
                                                                                                                                 9.0%
            18.9%                                                                                                                                                                               SEE
                                                                            SEE

                                                   8.0%                                                                                           9.7%                 12.0%

                                   8.5%




 European M&A Deal Size Breakdown
 Value                                                                                                      Volume
                                                                                                                                3,500
            800


            700                                                                                                                 3,000


            600
                                                                                                                                2,500


            500
                                                                                                            Number of deals




                                                                                                                                2,000
Value €bn




            400
                                                                                                                                1,500

            300

                                                                                                                                1,000
            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
                                                                                                                                           2003      2003       2004   2004    2005    2005   2006       2006    2007      2007
                    2003    2003     2004   2004     2005     2005       2006       2006    2007     2007
                                                                                           > €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 – 49
                                                                                                                                                                                                               Europe



Trend Graphs


Transatlantic Deals
Value                                                                                                                  Volume
           120,000                                                                                                                       300



           100,000                                                                                                                       250



            80,000                                                                                                                       200




                                                                                                                       Number of deals
Value €m




            60,000                                                                                                                       150



            40,000                                                                                                                       100



            20,000                                                                                                                        50



                0                                                                                                                          0
                      Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3                                                                  Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3
                     2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007                            2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007



                                                                                        Value deals European bidder                                                                                             Value deals European bidder
                                                                                        acq North American target                                                                                               acq North American target

                                                                                        Value deals Nth American                                                                                                Value deals Nth American
                                                                                        bidder acq European target                                                                                              bidder acq European target

                                                                                        Total Transatlantic Activity                                                                                            Total Transatlantic Activity




                                                                                                                                                                                             Monthly M&A Report – 50
                                                                                                                                                                                                               Europe




Mid Market Deals

Top 10 European Announced Mid Market Deals of the Month (September 2007)
(EUR 10m to EUR 250m)
     Announced            Status      Target Company                 Sector                Bidder Company             Seller Company                                      Exit Multiples (x)                Bid Premia       Deal Value
                                                                                                                                                                 Revenue        EBITDA           P/E           1-day          (EURm)
                                                                                                                                                                                                              before

   6-Sep-07                  P        Societe Holding                Industrials &         Entreprise H Reinier                                                                                                   -              234
                                      Fabre (43.88%                  Chemicals
                                      stake)
   17-Sep-07                 P        Tryggingamidstodin             Financial             FL Group hf                                                              n/a            n/a          65.8           2.1%              227
                                      HF (39.80% stake)              Services
   27-Sep-07                 P        Habitat Grupo                  Construction          Dolores Ortega                                                                                                         -              225
                                      Empresarial (45%                                     (private investor);
                                      stake)                                               Grupo Ferrovial
                                                                                           SA; and Isak Andic
                                                                                           Ermay (private
                                                                                           investor)
   15-Sep-07                 C        BIMA SpA                       Consumer              Oaktree Capital            Massa family                                  0.7                                           -              200
                                                                                           Management LP;
                                                                                           and R72 Partners srl
   12-Sep-07                 C        OJSC Kondaneft                 Energy,               Obneftegas                 OJSC Surgutneftegaz                                                                         -              198
                                                                     Mining &
                                                                     Utilities
   19-Sep-07                 C        Eircom (phone mast             TMT                   Towercom Holdings          Eircom Group Plc                                                                            -              185
                                      business)
   8-Sep-07                  C        Fabryka                        Industrials &         GM Daewoo Auto             CJSC AvtoZAZ                                                              174.8             -              183
                                      Samochodow                     Chemicals             & Technology
                                      Osobowych SA                                         Company
                                      (40% stake)
   11-Sep-07                 P        Intesa Sanpaolo (43            Financial             Banca Popolare di          Intesa Sanpaolo SpA                                                                         -              181
                                      branches)                      Services              Bari
   25-Sep-07                 C        Bottega Veneta Srl             Consumer              Gucci Luxembourg           Saufin SA; and Taufin                                                                         -              173
                                      (13.72% stake)                                       SA                         SA
   25-Sep-07                 P        Telent Plc (97.01%             TMT                   Pension Corporation                                                      0.4            2.2           6.1          17.6%              163
                                      stake)                                               GP Limited
   C = Completed; P = Pending; L = Lapsed                                                                                                                                                                         Source: mergermarket




European M&A Quarterly Mid Market Trend
Value                                                                                                                 Volume
           50,000                                                                                                                      700



                                                                                                                                       600
           40,000

                                                                                                                                       500
                                                                                                                     Number of deals




           30,000
Value €m




                                                                                                                                       400



                                                                                                                                       300
           20,000


                                                                                                                                       200

           10,000
                                                                                                                                       100



               0                                                                                                                         0
                     Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3                                                                 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3
                    2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007                           2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007

                                                                                                                                                                                                                               Moving
                                                                                                                                                                                                                               average
                                                                                                                                                                                                                               trend line




                                                                                                                                                                                             Monthly M&A Report – 51
                                                                                                                                                                 Europe




Mid Market League Tables

Top 15 Mid Market Financial Advisors –                                                        Top 15 Mid Market Legal Advisors –
European                                                                                      European
(EUR 10m to EUR 250m)                                                                         (EUR 10m to EUR 250m)

   Y/E 30-       Company Name                                       Value         No. of         Y/E 30-       Company Name                                       Value         No. of
  Sep-2007                                                          € (m)         Deals         Sep-2007                                                          € (m)         Deals
 Value:                                                                                        Value:
       1         Rothschild                                        10,068            96              1         DLA Piper                                          6,746            89
       2         Deloitte                                           6,305            81              2         Clifford Chance                                    5,980            63
       3         PricewaterhouseCoopers Corp Fin                    4,641            56              3         Linklaters                                         5,757            65
       4         KPMG Corp Fin                                      4,431            70              4         Allen & Overy                                      5,348            63
       5         Ernst & Young                                      4,322            54              5         Freshfields Bruckhaus Deringer                      4,540            49
       6         Deutsche Bank                                      4,230            33              6         Baker & McKenzie                                   3,502            44
       7         ABN AMRO                                           3,939            36              7         Jones Day                                          3,478            42
       8         Lazard                                             3,531            33              8         CMS                                                3,408            51
       9         UBS                                                3,207            31              9         Eversheds                                          3,353            52
      10         Morgan Stanley                                     3,197            23             10         White & Case                                       3,308            35
      11         BNP Paribas                                        3,004            25             11         Ashurst                                            2,740            29
      12         Credit Suisse                                      2,988            25             12         Cleary Gottlieb Steen & Hamilton                   2,710            28
      13         Merrill Lynch                                      2,859            20             13         Weil Gotshal & Manges                              2,564            23
      14         JPMorgan                                           2,641            18             14         Addleshaw Goddard                                  2,443            33
      15         Citigroup                                          2,577            22             15         Uria Menendez                                      2,319            25
 Volume:                                                                                       Volume:
       1         Rothschild                                        10,068            96              1         DLA Piper                                          6,746            89
       2         Deloitte                                           6,305            81              2         Linklaters                                         5,757            65
       3         KPMG Corp Fin                                      4,431            70              3         Clifford Chance                                    5,980            63
       4         PricewaterhouseCoopers Corp Fin                    4,641            56              4         Allen & Overy                                      5,348            63
       5         Ernst & Young                                      4,322            54              5         Eversheds                                          3,353            52
       6         ABN AMRO                                           3,939            36              6         CMS                                                3,408            51
       7         Deutsche Bank                                      4,230            33              7         Freshfields Bruckhaus Deringer                      4,540            49
       8         Lazard                                             3,531            33              8         Baker & McKenzie                                   3,502            44
       9         M&A International                                  1,218            33              9         Jones Day                                          3,478            42
      10         UBS                                                3,207            31             10         White & Case                                       3,308            35
      11         BDO Corporate Finance                              1,238            26             11         Addleshaw Goddard                                  2,443            33
      12         BNP Paribas                                        3,004            25             12         Hammonds                                           1,853            32
      13         Credit Suisse                                      2,988            25             13         Pinsent Masons                                     1,886            31
      14         Grant Thornton Corporate Finance                    951             24             14         Ashurst                                            2,740            29
      15         Morgan Stanley                                     3,197            23             15         Cleary Gottlieb Steen & Hamilton                   2,710            28
                                                                      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
2007 to 30 September 2007 and exclude lapsed and withdrawn deals. The tables cover all        2007 to 30 September 2007 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 Europe.   sectors and are based on the geography of either the target, bidder or seller being Europe.




                                                                                                                                                  Monthly M&A Report – 52
UK


Gulf States Set to Own Half of the LSE                                no action in relation to the joint bid from Nasdaq and
                                                                      Borse Dubai, indicating that it was considering a rival bid
•   Borse Dubai, the United Arab Emirates stock exchange
                                                                      for OMX. Speculators believed QIA was likely to try to
    and holding company for Dubai Financial Market (DFM)
                                                                      use the threat of a counterbid for OMX as a bargaining
    and Dubai International Financial Exchange (DIFX), has
                                                                      chip to get the LSE shares being sold to Borse Dubai.
    acquired a 28% stake in London Stock Exchange from
    Nasdaq for a total consideration of £791m. The two stock      •   Despite its persistence on being independent and
    exchanges had previously been battling it out for the             rejecting numerous offers from big financial institutions,
    Nordic exchange and technology operator OMX and came              LSE welcomed the investment as it perceives QIA as a
    to this agreement as part of a deal to jointly take over          passive investor. Nasdaq subsequently announced that it
    OMX. Nasdaq was LSE’s majority stakeholder with a 31%             had sold its remaining 3% stake in LSE through a market
    stake. In return for dropping out on the OMX race, Borse          book-built sale process at a price of £18 per share, valuing
    Dubai will also gain a 19.9% stake in the new Nasdaq/             the transaction at £958m. It is believed that the QIA has
    OMX group.                                                        acquired this additional stake.
•   Besides settling a battle against a rival with deeper         •   Nasdaq and Borse Dubai are known to be planning an
    pockets than its own, Nasdaq already announced                    alliance against the LSE, in a bid to launch a hostile bid
    it wanted to sell its stake in LSE after its takeover             for the exchange in February when Nasdaq again would
    attempts of the exchange were rejected by LSE, which              be free to bid under Takeover Panel regulations. But the
    was determined on making it on its own. Also, Nasdaq              opposition from QIA will still exist as it wants to increase
    believed that the full value of the LSE stake was not             its shareholdings to around 30%, at which level the QIA
    reflected in its market capitalization. The Nasdaq bankers         would gain enough power to block any predatory moves
    were in touch with a number of interested parties for the         on LSE.
    LSE stake, but had no pre-conceived notions as to who it
    would sell the stake to. Industry sources said that China
                                                                  Virgin Megastores Sold in MBO
    Development Bank, Singapore’s Temasek and Bourse
    Dubai would all be interested in the stake. Temasek, the      •   Sir Richard Branson has sold his Virgin Megastores
    Singapore government’s investment agency, approached              to Zavvi Entertainment Group through a management
    Nasdaq to acquire its shareholding in the LSE and offered         buyout, led by Virgin Megastore’s Managing Director
    €1.17bn for the stake.                                            Simon Douglas and finance director Steve Peckham.
                                                                      The terms of the deal were undisclosed, but Douglas
•   However, the game involved yet another player – the               and Peckham are understood to be backed by E.UK,
    Qatari government owned Qatar Investment Authority                the music distribution business owned by Woolworths.
    (QIA) – which looked to buy much of the LSE stake for             Additionally, there appears to be a loan deal involving
    itself. QIA looked to acquire Nasdaq’s entire stake and put       Branson being repaid some of the capital he has invested
    forward an indicative offer of £1bn, which it later revised       in the company subject to performance improvements.
    to £2.8bn. When Borse Dubai and Nasdaq announced
    their agreement, the QIA responded by acquiring 20%
    of LSE from two hedge funds, Heyman Investments
    and Paulson, which were instrumental in fending off
    the takeover bids for the LSE by Nasdaq last year. This
    move sparked speculation of whether it would try to
    disrupt Borse Dubai from taking the stake from Nasdaq.
    Furthermore, QIA also urged OMX shareholders to take




                                                                                                      Monthly M&A Report – 53
                                                                                                                   UK



UK




•   The sale was made at a time in which high street music          •   The sale of the group’s Megastores is not the only shift
    retailers have been fighting for their survival as CD sales          in Branson’s conglomerate. The Group is also planning
    have plummeted due to the exponential growth of music               to spin off businesses in IPOs and has opted to run itself
    downloading, cost cutting by supermarkets, and the                  like a buyout company and is now considering companies
    devaluation of the product caused by piracy and free CD             such as Blackstone and Apax as its peers. Although Virgin
    cover mounts. The company had reportedly made a pre-                prepares to list its operations, it will maintain interests in
    tax loss of £82.2m in 2006, and would not disclose the              the companies and retain directors to look after the brand.
    level of losses in the year to March 2007, but speculators          Virgin is already seeking to list its Virgin Mobile USA in
    believe the losses are likely to have been in the area              New York and it is expected that its health club business,
    around £50m.                                                        Virgin Active, will be next in line. There are no concrete
                                                                        plans as to the number of operations the company will be
•   However, the increasingly competitive arena has caused
                                                                        listing; however, it has revealed another possible option,
    other music retailers to go bust, and the market leader
                                                                        which is selling to buyout groups from which it has
    HMV has issued profit warnings several times. Due to
                                                                        received offers for several of its main operations. Virgin
    the difficult times, Virgin has apparently held talks with its
                                                                        Atlantic could either be listed or sold to private equity
    rivals Fopp and Music Zone in the past year regarding a
                                                                        companies as Singapore Airlines, which has a 49% stake
    possible merger, and also with HMV about a joint venture,
                                                                        in the carrier, is considering selling its holding.
    but none of them proceeded.

•   Under new ownership, the Virgin brand will be replaced
    with the name Zavvi from November, and the 2500
    employees have been promised their jobs. The new
    company will also be remodelled to be able to compete
    more effectively in the new iPod age. The sale, which
    involves 125 stores throughout UK and Ireland, marks a
    final retreat from the music industry after more than 35
    years.

•   Branson had previously assured the public that he would
    revamp Virgin’s Megastores and preparing them for
    the digital age, initiating in-store downloads and other
    innovations. However, the Megastores increasingly
    became a relic in the company portfolio as Megastores
    around the world were franchised to new owners. Earlier
    this year Branson disposed of Virgin’s US stores, and in
    the last six years the Group has been withdrawing from
    entertainment retailing, which is no longer viewed as key
    to the Group’s strategy.




                                                                                                        Monthly M&A Report – 54
                                                                                                                               UK        UK




Deal of the Month

 Target:        London Stock Exchange Plc                                  Announced:         20 September 2007
 Bidder:        Borse Dubai                                                Deal value:        EUR 1,130m
 Seller:        Nasdaq Stock Market Inc                                    Deal nature:       Cross Border, Transatlantic




Borse Dubai, the Saudi Arabia based stock exchange, has                   NASDAQ plans to pay down approximately USD 1bn of
agreed to acquire a 28% stake in London Stock Exchange                    debt with fhe funds raised as a result of this share sale and
plc, the listed UK based stock exchange, from NASDAQ                      intends to initiate a stock buy back. It contemplates that
Stock Market Inc, the listed US based stock exchange, for                 this transaction will result in USD 0.30 to 0.35 in additional
a cash consideration of EUR 1,130m. This transaction is in                earnings per share in 2008. NASDAQ may purchase shares
relation with Borse Dubai’s purchase and subsequent sale of               from time to time in open market or private transactions.
OMX shares to NASDAQ.
                                                                          CONDITIONS
Borse Dubai has to acquire 55.96m shares at an offer price
                                                                          •    Subject to regulatory approvals
of GBP 14.14 per share, valuing the entire share capital of
the company at GBP 2.8bn. The offer represents a premium                  •    Subject to NASDAQ Stock Market Inc shareholders
of 8.69% over LSE’s closing price of GBP 13.01 per share                       approval
as of 20 August 2007, one month prior to announcement,                    •    Subject to customary closing conditions
and a discount of 2.68% over LSE’s closing price of GBP
14.53 per share as of 19 September 2007, one day prior to
announcement date.



                           Exit Multiples - Y/E 31/03/07                       Premium Analysis
                                            Multiples      Value (EURm)        Offer price per share (EUR)                      20.19
Revenue                                       7.8 x            515             1 day before                                    -2.68%
EBITDA                                       13.8 x            292             1 month before                                  8.69%
EBIT                                         15.7 x            257             1 day after                                     -21.44%
Earnings                                     27.7 x            163             Pre-Rumor                                          -

Advisers
Target/Seller                                                         Bidder
Financial            Lehman Brothers                                  Financial                   HSBC
                     Merrill Lynch                                                                ABG Sundal Collier
                     JPMorgan
                     SEB Enskilda
                     UBS
Legal                Skadden Arps Slate Meagher & Flom                Legal                       Gibson Dunn & Crutcher
                     Cahill Gordon & Reindel                                                      Linklaters
                     Cederquist
PR                   Finsbury Group                                   PR
                     Maitland
                     Sloane & Company




                                                                                                                       Monthly M&A Report – 55
                                                                                                                                       UK    UK



Deal of the Month



mergermarket/dealReporter Intelligence
27-Sep-07          Borse Dubai to focus expansion efforts on Asia after OMX deal
27-Sep-07          Borse Dubai offer could open as early as December; timing depends on CFIUS probe
26-Sep-07          OMX sees Swedish government move closer to supporting Nasdaq/Borse Dubai
26-Sep-07          Nasdaq/Borse Dubai do not rule out OMX counterbid by QIA
21-Sep-07          Nasdaq may waive 90% acceptance condition if QIA is denied voting rights; fears QIA may be plotting counterbid with LSE
20-Sep-07          QIA rumoured to have acquired 10% stake
20-Sep-07          QIA rumoured to have acquired significant stake; may use threat of OMX counterbid as bargaining chip
03-Sep-07          Borse Dubai receives eight day extension for submission of offer document
29-Aug-07          Nasdaq to sell LSE stake before Borsa Italiana dilution; Fondazione MPS evaluating investment in LSE
24-Aug-07          NASDAQ/Borse Dubai could tie-up in bid for OMX
21-Aug-07          Nasdaq is open to raising its offer for OMX, is in talks with a number of buyers for LSE stake
17-Aug-07          OMX bidder Borse Dubai confident of compliance with Swedish rules
09-Aug-07          Borse Dubai buys OMX shares at SEK 230 per share




                                                                                                                          Monthly M&A Report – 56
                                                                                                                                                  UK                 UK




Top Deals

Top 15 UK Announced Deals for YTD 30 September 2007
Announced     Status   Target Company          Sector          Bidder Company         Seller Company              Exit Multiples (x)           Bid Premia      Deal Value
                                                                                                          Revenue     EBITDA           P/E    1-day before      (EURm)

20-Apr-07       C      Alliance Boots plc      Consumer        AB Acquisitions                              1.0         17.2           25.0      8.6%            17,790
                                                               Limited (acquisition
                                                               vehicle formed by
                                                               Kohlberg Kravis
                                                               Roberts and Stefano
                                                               Pessina)
15-May-07        P     Reuters Group plc       TMT             The Thomson                                  3.5         22.8           30.6     14.0%            13,442
                                                               Corporation
15-May-07       C      Hanson plc (97.1%       Construction    HeidelbergCement                             2.2         11.8           19.6      4.1%            13,336
                       stake)                                  AG
13-Aug-07        P     Imperial Chemical       Industrials &   Akzo Nobel NV                                1.6         11.8           28.6      7.3%            11,446
                       Industries Plc          Chemicals
25-Jul-07        P     Friends Provident plc   Financial       Resolution plc                               n/a          n/a           15.3     -1.2%            6,250
                                               Services
25-Jun-07       C      Saga Group Limited      Financial       Automobile                                               17.4                       -             4,156
                                               Services        Association Limited
26-Mar-07       C      George Wimpey plc       Construction    Taylor Woodrow plc                           0.9          6.3           10.7     -7.7%            4,046
21-May-07       C      EMI Group plc           TMT             Terra Firma Capital                          1.3          9.8           25.1      6.9%            4,012
                                                               Partners Limited
15-Jan-07       C      Smiths Aerospace        Industrials &   General Electric       Smiths Group plc      1.9                                    -             3,712
                                               Chemicals       Company
3-Apr-07        C      National Grid           TMT             Macquarie UK           National Grid plc                                            -             3,704
                       plc (wireless                           Broadcast Holdings
                       infrastructure                          Limited (investment
                       business)                               vehicle created by
                                                               Macquarie Bank)
5-Feb-07        C      Wilson Bowden plc       Construction    Barratt                                      1.8          9.6           14.3     -2.4%            3,564
                                                               Developments plc
19-Apr-07       C      Airwave O2 Limited      TMT             Guardian Digital     Telefonica SA                                                  -             2,845
                                                               Communications
                                                               (acquisition vehicle
                                                               formed by Macquarie
                                                               Communications
                                                               Infrastructure
                                                               Group and
                                                               Macquarie European
                                                               Investment Fund II)
19-Mar-07       C      First Choice Holidays   Leisure         TUI AG                                       0.7         10.5           22.7     12.0%            2,698
                       plc
25-Jun-07        P     GLG Partners LP         Financial       Freedom Acquisition                          n/a          n/a           9.5         -             2,528
                                               Services        Holdings Inc
12-Feb-07       C      MyTravel Group plc      Leisure         KarstadtQuelle AG                            0.5         13.1           64.2     51.3%            2,225
C = Completed; P = Pending; L = Lapsed                                                                                                                 Source: mergermarket




                                                                                                                                   Monthly M&A Report – 57
                                                                                                                                                  UK                 UK




Top Deals

Top 5 UK Announced Deals of the Month (September 2007)
Announced     Status   Target Company       Sector           Bidder Company          Seller Company               Exit Multiples (x)           Bid Premia      Deal Value
                                                                                                          Revenue     EBITDA           P/E    1-day before      (EURm)

20-Sep-07        P     London Stock         Financial        Borse Dubai             Nasdaq Stock           7.8         13.8           27.7     -2.7%            1,130
                       Exchange plc (28%    Services                                 Market Inc
                       stake)
7-Sep-07         P     Domestic and         Financial        Advent International                           n/a          n/a           20.5     12.7%             772
                       General Group plc    Services         Corporation
4-Sep-07         P     Eurasian Natural     Energy, Mining   Kazakhmys plc           Vladimir Kim           1.4                                    -              595
                       Resources            & Utilities                              (private investor)
                       Corporation (18.8%
                       stake)
3-Sep-07         P     Sondex Plc           Energy, Mining   Drilling and Wireline                          4.3         17.2           46.8      8.9%             437
                                            & Utilities      Solutions Limited
24-Sep-07       C      Open International   TMT              Towergate               Montagu Private        7.7         14.3                       -              396
                       Ltd                                   Partnership Limited     Equity LLP
C = Completed; P = Pending; L = Lapsed                                                                                                                 Source: mergermarket




                                                                                                                                   Monthly M&A Report – 58
                                                                                                                                UK                 UK




Expected Deals

Pipeline of UK Expected Deals
Situation   Target Company    Sector      Potential Bidder    Financial Adviser                Market Cap/Est. Value   Comments
                                          Company                                                    (EURm)
Expected    J Sainsbury plc   Consumer    Delta Two           Morgan Stanley; UBS; Credit            15,107            The bid is likely to be made as
deal                                                          Suisse; and Dresdner Kleinwort                           a public offer and could come
                                                                                                                       within four or five weeks of
                                                                                                                       a decision to open the books
                                                                                                                       of Delta Two. It appears
                                                                                                                       that reports mentioning an
                                                                                                                       additional GBP 500m equity
                                                                                                                       are correct. The sum under
                                                                                                                       discussion would affect only
                                                                                                                       the mix of the debt/equity
                                                                                                                       consideration and not the
                                                                                                                       overall offer price.
Expected    Resolution Plc    Financial   Standard Life Plc   Lazard                                  6,872            Standard Life states that
deal                          Services                                                                                 it is considering to bid for
                                                                                                                       Resolution. It is likely to be a
                                                                                                                       cash and shares offer, which
                                                                                                                       may involve the disposal of
                                                                                                                       assets.
Expected    Emap plc          TMT         Undisclosed         Citigroup; Lazard                       2,758            Emap has received several
deal                                      Bidder                                                                       unsolicited proposals for parts
                                                                                                                       of the group, and is examining
                                                                                                                       all options including a potential
                                                                                                                       sale or demerger of some or
                                                                                                                       all of its business divisions.
Expected    Abbot Group Plc   Energy,     Unidsclosed         Lehman Brothers                         1,191            Abbot Group, the listed UK
deal                          Mining &    Bidder                                                                       oil services company, notes
                              Utilities                                                                                the recent press speculation
                                                                                                                       regarding a possible offer
                                                                                                                       for the Company. The Board
                                                                                                                       confirms that it has received
                                                                                                                       proposals which may
                                                                                                                       ultimately lead to an offer
                                                                                                                       being made for the Company.
                                                                                                                       There can be no certainty
                                                                                                                       that either an offer will be
                                                                                                                       forthcoming, or at a price
                                                                                                                       that would be acceptable
                                                                                                                       to the Board. A further
                                                                                                                       announcement will be made if
                                                                                                                       appropriate.
Expected    Carpetright Plc   Consumer    Carpetright's       Deutsche Bank; Deloitte                 1,111            The MBO talks with
deal                                      chairman Philiip                                                             Carpetright's Chairman, Lord
                                          Harris                                                                       Philip Harris, which were
                                                                                                                       confirmed on 15 June, are
                                                                                                                       still ongoing, despite rumors
                                                                                                                       speculating that the deal may
                                                                                                                       have lapsed.
Expected    Northern Rock     Financial   Undisclosed         Merrill Lynch                            982             The company confirms
deal                          Services    Bidder                                                                       to have been approached
                                                                                                                       concerning potential offers
                                                                                                                       for the company, however
                                                                                                                       no price has been discussed.
                                                                                                                       It has entered in preliminary
                                                                                                                       discussions with a few
                                                                                                                       bidders, but there are no
                                                                                                                       certainties as to the outcome.




                                                                                                                  Monthly M&A Report – 59
                                                                                                                                                 UK



Expected Deals


Situation   Target Company      Sector          Potential Bidder    Financial Adviser          Market Cap/Est. Value   Comments
                                                Company                                              (EURm)
Expected    Foseco Plc          Industrials &   Cookson Group Plc                                      676             Cookson verifies that a
deal                            Chemicals                                                                              conditional indicative offer
                                                                                                                       has been made to the board
                                                                                                                       of Foseco, involving the
                                                                                                                       acquisition of the entire
                                                                                                                       issued and to be issued share
                                                                                                                       capital of Foseco at GBp 295
                                                                                                                       per share in cash. Foseco
                                                                                                                       shareholders will still receive
                                                                                                                       the interim divinden of GBp
                                                                                                                       1.73 per share as announced
                                                                                                                       on 13 September 2007.
Expected    Inspired Gaming     Industrials &   FL Group hf                                            557             FL group has announced that
deal        Group PLC           Chemicals                                                                              it has approached the Board
                                                                                                                       of Inspired Gaming Group
                                                                                                                       with an indicative offer to
                                                                                                                       acquire all issued and to be
                                                                                                                       issued shares in the company
                                                                                                                       valued at GBp 385 per share,
                                                                                                                       although a formal offer is not
                                                                                                                       certain.
Expected    SCi Entertainment   TMT             Undisclosed         Citigroup; KBC Peel Hunt           494             SCi confirmed on 4
deal        Group plc                           Bidder                                                                 September that it had been
                                                                                                                       approached regarding a
                                                                                                                       possible acquisition of the
                                                                                                                       company, and has since then
                                                                                                                       received further proposals.
                                                                                                                       Discussions have been
                                                                                                                       initiated with several potential
                                                                                                                       bidders. Possible offer at GBP
                                                                                                                       5.50 per share.
Expected    Pipex               TMT             Oakley Capital      UBS                                326             Pipex Communications
deal        Communications                      Private Equity                                                         has announced it intends
            Plc                                                                                                        to demerge its Wireless
                                                                                                                       division in addition to selling
                                                                                                                       the remaining of the Group,
                                                                                                                       which comprises the web
                                                                                                                       hosting and business services
                                                                                                                       units. The process is believed
                                                                                                                       to be initiated during the
                                                                                                                       fourth quarter. Oakley Capital
                                                                                                                       Private Equity has expressed
                                                                                                                       an interest in a potential
                                                                                                                       acquisition the web hosting
                                                                                                                       and business services
                                                                                                                       divisions.
Expected    Commoditrade        Financial       Undisclosed                                            323             The company confirms
deal                            Services        Bidder                                                                 that it is in the early stages
                                                                                                                       of discussing a potential
                                                                                                                       transaction with selected
                                                                                                                       companies. However there
                                                                                                                       are no guarantees there will
                                                                                                                       be made a formal offer for the
                                                                                                                       company.
Expected    Bespak Plc          Pharma,         Undisclosed                                            306             Bespak confirms it has been
deal                            Medical &       Bidder                                                                 approached regarding a
                                Biotech                                                                                potential transaction, although
                                                                                                                       there are no certainties of the
                                                                                                                       outcome of the discussions.
                                                                                                                                  Source: mergermarket




                                                                                                                  Monthly M&A Report – 60
                                                                                                                                                                UK                UK




League Tables

Top 20 Financial Advisors

Ranked by Value                                                                                Ranked by Volume
  YTD 30-       House                                            Value          Deal             YTD 30-        House                                           Value          Deal
  Sep-2007                                                       € (m)         Count             Sep-2007                                                       € (m)         Count
       1        Morgan Stanley                                  215,947          44                   1        Rothschild                                      139,905         102
       2        UBS                                             210,108          66                   2        Deloitte                                         18,594          88
       3        Merrill Lynch                                   179,851          51                   3        PricewaterhouseCoopers Corp Fin                  34,715          80
       4        Goldman Sachs                                   145,396          40                   4        KPMG Corp Fin                                    11,296          71
       5        Rothschild                                      139,905         102                   5        UBS                                             210,108          66
       6        Citigroup                                       132,888          62                   6        Citigroup                                       132,888          62
       7        JPMorgan Cazenove                               118,313          37                   7        Ernst & Young                                    15,468          59
       8        Lehman Brothers                                 114,678          26                   8        Merrill Lynch                                   179,851          51
       9        Credit Suisse                                   108,599          39                   9        Morgan Stanley                                  215,947          44
      10        ABN AMRO                                         88,817          32                  10        Goldman Sachs                                   145,396          40
      11        Deutsche Bank                                    86,471          38                  11        Credit Suisse                                   108,599          39
      12        RBC Capital Markets                              53,768          11                  12        Deutsche Bank                                    86,471          38
      13        Greenhill & Co                                   49,771          12                  13        JPMorgan Cazenove                               118,313          37
      14        CIBC World Markets                               36,560           5                  14        BDO Corporate Finance                            1,992           34
      15        Santander Global Banking and Markets             35,354           5                  15        ABN AMRO                                         88,817          32
      16        PricewaterhouseCoopers Corp Fin                  34,715          80                  16        Lazard                                           21,396          30
      17        Perella Weinberg Partners                        32,420           5                  17        Hawkpoint Partners                               10,438          28
      18        Fox-Pitt, Kelton                                 24,181           4                  18        Close Brothers Group                             8,601           27
      19        UniCredit Group                                  22,843           7                  19        Lehman Brothers                                 114,678          26
      20        Lazard                                           21,396          30                  20        M&A International                                1,737           25
                                                                   Source: mergermarket                                                                           Source: mergermarket

The Financial adviser league tables by value and volume have been run from 01 January 2007 to 30 September 2007 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 UK.

Top 20 Legal Advisors

Ranked by Value                                                                                Ranked by Volume
  YTD 30-       House                                            Value          Deal             YTD 30-        House                                           Value          Deal
  Sep-2007                                                       € (m)         Count             Sep-2007                                                       € (m)         Count
       1        Clifford Chance                                 224,131         105                   1        DLA Piper                                        17,447         119
       2        Linklaters                                      188,988          93                   2        Clifford Chance                                 224,131         105
       3        Allen & Overy                                   176,999          85                   3        Linklaters                                      188,988          93
       4        Freshfields Bruckhaus Deringer                   157,440          88                   4        Freshfields Bruckhaus Deringer                   157,440          88
       5        Sullivan & Cromwell                             146,898          18                   5        Eversheds                                        5,444           88
       6        Herbert Smith, Gleiss Lutz, Stibbe              118,293          42                   6        Allen & Overy                                   176,999          85
       7        Debevoise & Plimpton                            108,613          12                   7        Slaughter and May                               101,674          63
       8        Fasken Martineau                                106,022          10                   8        Pinsent Masons                                   7,831           57
       9        Slaughter and May                               101,674          63                   9        Hammonds                                         3,990           55
      10        Skadden Arps Slate Meagher & Flom               101,352          24                  10        Ashurst                                          74,783          54
      11        Shearman & Sterling                              99,599          15                  11        Jones Day                                        7,340           54
      12        Davis Polk & Wardwell                            88,886          12                  12        Addleshaw Goddard                                7,222           54
      13        Blake, Cassels & Graydon                         87,516          15                  13        CMS                                              5,476           43
      14        De Brauw Blackstone Westbroek                    86,120          10                  14        Herbert Smith, Gleiss Lutz, Stibbe              118,293          42
      15        NautaDutilh                                      84,500          13                  15        Travers Smith                                    18,307          42
      16        Bonelli Erede Pappalardo                         77,673           8                  16        Berwin Leighton Paisner                          5,239           41
      17        Willkie Farr & Gallagher                         75,725           6                  17        Norton Rose                                      51,580          39
      18        Ashurst                                          74,783          54                  18        Weil Gotshal & Manges                            53,870          38
      19        Latham & Watkins                                 65,603          29                  19        Baker & McKenzie                                 10,899          35
      20        Weil Gotshal & Manges                            53,870          38                  20        White & Case                                     26,169          31
                                                                   Source: mergermarket                                                                           Source: mergermarket

The Legal adviser league tables by value and volume have been run from 01 January 2007 to 30 September 2007 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 UK.

                                                                                                                                                 Monthly M&A Report – 61
                                                                                                                                                                    UK                 UK



League Tables


Activity Table of Private Equity Firms on UK Buyouts

Ranked by Value                                                                                  Ranked by Volume
  YTD 30-        House                                             Value          Deal              YTD 30-        House                                             Value          Deal
  Sep-2007                                                         € (m)         Count              Sep-2007                                                         € (m)         Count
       1        Kohlberg Kravis Roberts & Co                      17,790            1                    1        Bank of Scotland Corporate                         3,110           10
       2        Macquarie Bank                                     7,706            3                    2        Lloyds TSB Development Capital                      522             8
       3        Terra Firma Capital Partners                       4,012            1                    3        ISIS Private Equity Partners                        108             5
       4        Bank of Scotland Corporate                         3,110           10                    4        3i Group                                           1,592            4
       5        Dubai International Capital                        3,018            1                    5        Barclays Private Equity                             153             4
       6        Cinven                                             2,130            1                    6        NVM Private Equity                                   59             4
       7        Bain Capital                                       2,077            1                    7        Aberdeen Asset Managers Private Equity               54             4
       8        HgCapital                                          1,898            3                    8        Royal Bank of Scotland Equity Finance                18             4
       9        3i Group                                           1,592            4                    9        Macquarie Bank                                     7,706            3
      10        Advent International                               1,577            2                   10        HgCapital                                          1,898            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
UK. The tables by value and volume have been run from 01 January 2007 to 30 September 2007 and exclude lapsed and withdrawn deals.




Activity Table of Private Equity Firms on UK Exits

Ranked by Value                                                                                  Ranked by Volume
  YTD 30-        House                                             Value          Deal              YTD 30-        House                                             Value          Deal
  Sep-2007                                                         € (m)         Count              Sep-2007                                                         € (m)         Count
       1        3i Group                                           3,266           17                    1        3i Group                                           3,266           17
       2        Dubai International Capital                        3,018            1                    2        Lloyds TSB Development Capital                     1,179            7
       3        Clayton Dubilier & Rice                            2,077            1                    3        Terra Firma Capital Partners                         32             6
       4        HgCapital                                          1,474            2                    4        Barclays Private Equity                             258             5
       5        Montagu Private Equity                             1,256            2                    5        Bridgepoint Capital                                 221             5
       6        Lloyds TSB Development Capital                     1,179            7                    6        Graphite Capital Management                         205             5
       7        Close Brothers Private Equity                       977             4                    7        Close Brothers Private Equity                       977             4
       8        Apax Partners                                       741             4                    8        Apax Partners                                       741             4
       9        Castle Harlan                                       651             1                    9        Alchemy Partners                                    330             4
      10        AAC Capital Partners                                649             1                   10        RJD Partners                                        247             3
                                                                     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 UK.
The tables by value and volume have been run from 01 January 2007 to 30 September 2007 and exclude lapsed and withdrawn deals.




                                                                                                                                                     Monthly M&A Report – 62
                                                                                                                                                                                                                        UK                     UK




Trend Graphs

UK M&A Quarterly Trends
Value                                                                                                                      Volume
           120,000                                                                                                                             400


                                                                                                                                               350
           100,000

                                                                                                                                               300




                                                                                                                          Number of deals
            80,000
Value €m




                                                                                                                                               250


            60,000                                                                                                                             200


                                                                                                                                               150
            40,000

                                                                                                                                               100

            20,000
                                                                                                                                                50


                    0                                                                                                                               0
                          Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3                                                                       Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3
                         2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007                                 2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007



                                                                                                                                                                                                                                        Moving
                                                                                                                                                                                                                                        average
                                                                                                                                                                                                                                        trend line




UK M&A Quarterly Private Equity Trends
Value                                                                                                                      Volume
           50,000                                                                                                                             100




           40,000                                                                                                                              80
                                                                                                                            Number of deals




           30,000                                                                                                                              60
Value €m




           20,000                                                                                                                              40




           10,000                                                                                                                              20




               0                                                                                                                                0
                         Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3                                                                    Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3
                        2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007                              2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007



                                                                                                        UK Buyouts                                                                                                                  UK Buyouts

                                                                                                        UK Exits                                                                                                                    UK Exits




                                                                                                                                                                                                       Monthly M&A Report – 63
                                                                                                                                                                                     UK                       UK



Trend Graphs


UK M&A Annual Trends
Value                                                                                             Volume
            300,000                                                                                                    1,500



            250,000
                                                                                                                       1,200


            200,000




                                                                                                  Number of deals
                                                                                                                           900
Value €m




            150,000

                                                                                                                           600
            100,000


                                                                                                                           300
             50,000



                   0                                                                                                         0
                       2003            2004       2005             2006            2007 YTD                                           2003             2004             2005         2006              2007 YTD




                                                                                     All UK M&A                                                                                                             All UK M&A

                                                                                     UK Buyouts                                                                                                             UK Buyouts

                                                                                     UK Exits                                                                                                               UK Exits




UK M&A Sector Breakdown 2007 YTD
Value                                                                                             Volume
                         1.0% <1%                                                                                                         <1%
                                                                                                                                                 <1%
                       3.5%      <1%
                                       5.9%                                                                                               3.4%
                                                                                                                                   4.4%
                                                         Business Services                                                                                      18.4%             Business Services
                                              18.0%                                                                        5.2%
           13.8%                                         TMT                                                                                                                      TMT

                                                         Industrials and Chemicals                                                                                                Industrials and Chemicals
                                                                                                                    5.6%
                                                         Consumer                                                                                                                 Consumer
2.8%                                                     Financial Services                                                                                                       Financial Services
                                                                                                  6.0%
                                                         Leisure                                                                                                                  Leisure

8.0%                                                     Pharma/Medical/Biotech                                                                                           16.9%   Pharma/Medical/Biotech

                                                         Construction                                                                                                             Construction
                                                                                                      10.9%
                                                 13.3%   Energy/Mining/Utilities                                                                                                  Energy/Mining/Utilities
            17.8%                                        Transport                                                                                                                Transport

                                                         Agriculture                                                                                                              Agriculture
                                                                                                                                  13.6%                       15.0%
                              15.8%
                                                         Defence                                                                                                                  Defence




                                                                                                                                                                        Monthly M&A Report – 64
                                                                                                                                                                                                               UK                    UK




Mid Market Deals

Top 10 UK Announced Mid Market Deals for September 2007
(EUR 10m to EUR 250m)
   Announced              Status      Target Company              Sector                Bidder Company                 Seller Company                                      Exit Multiples (x)               Bid Premia       Deal Value
                                                                                                                                                                  Revenue       EBITDA           P/E           1-day          (EURm)
                                                                                                                                                                                                              before
   25-Sep-07                 P        Telent Plc (97.01% TMT                            Pension Corporation                                                          0.4           2.2           6.2          17.6%              163
                                      stake)                                            GP Limited
   26-Sep-07                 P        National Britannia          Business              Connaught plc                                                                3.1          20.2          14.1              -              130
                                      Group Limited               Services
   3-Sep-07                  C        Costcutter                  Consumer              Bibby Line Group               Kaupthing Bank hf                             0.4          17.2          33.9              -              128
                                      Supermarkets                                      Limited
                                      Group Ltd (51%
                                      stake)
   28-Sep-07                 P        Celtic Resources            Energy,               Centroferve Ltd                                                              7.0          15.0           6.6          17.1%              126
                                      Holdings plc                Mining &
                                      (73.4% stake)               Utilities
   21-Sep-07                 C        Express Park                Financial             TCN Property Projects                                                        n/a           n/a                            -              100
                                      Group (majority             Services
                                      stake)
   5-Sep-07                  C        Cozart plc                  Pharma,               Concateno Plc                                                                3.8          30.8          71.3          11.7%               95
                                                                  Medical &
                                                                  Biotech
   20-Sep-07                 C        Camden Corporate Business                         Barclays plc                                                                 0.1          14.7          27.0              -               94
                                      Fleet Services    Services
                                      Limited (majority
                                      stake)
   12-Sep-07                 C        ABN Amro private            Financial             SG Hambros Bank Ltd            ABN AMRO                                      n/a           n/a                            -               73
                                      banking London              Services
   17-Sep-07                 C        The Tilt Estate             Financial             Grainger Plc                   Wainford Holdings                                                                          -               69
                                      Company Limited             Services                                             Limited
   1-Sep-07                  C        Protocol Skills Ltd         Business              Close Brothers Private         Protocol Group                                1.3                                          -               69
                                                                  Services              Equity
   C = Completed; P = Pending; L = Lapsed                                                                                                                                                                         Source: mergermarket




UK M&A Quarterly Mid Market Trend
Value                                                                                                                 Volume
           12,000                                                                                                                      200



           10,000

                                                                                                                                       150

            8,000
                                                                                                                     Number of deals
Value €m




            6,000                                                                                                                      100



            4,000

                                                                                                                                        50

            2,000



               0                                                                                                                         0
                     Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3                                                                 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3
                    2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007                           2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007


                                                                                                                                                                                                                               Moving
                                                                                                                                                                                                                               average
                                                                                                                                                                                                                               trend line




                                                                                                                                                                                             Monthly M&A Report – 65
                                                                                                                                                           UK                UK




Mid Market League Tables

Top 10 Mid Market Financial                                                               Top 10 Mid Market Legal
Advisors – UK                                                                             Advisors – UK
(EUR 10m to EUR 250m)                                                                     (EUR 10m to EUR 250m)

  YTD 30-       House                                            Value          Deal        YTD 30-        House                                            Value         Deal
  Sep-2007                                                       € (m)         Count        Sep-2007                                                        € (m)        Count
 Value:                                                                                    Value:
       1        Rothschild                                       5,029           49              1        DLA Piper                                         4,579           62
       2        Deloitte                                         3,431           48              2        Clifford Chance                                   3,217           28
       3        PricewaterhouseCoopers Corp Fin                  3,110           39              3        Eversheds                                         2,998           47
       4        KPMG Corp Fin                                    2,090           35              4        Allen & Overy                                     2,799           29
       5        Ernst & Young                                    2,048           28              5        Addleshaw Goddard                                 2,443           33
       6        Citigroup                                        1,715           14              6        Linklaters                                        2,385           29
       7        Merrill Lynch                                    1,715           12              7        Jones Day                                         2,186           25
       8        Close Brothers Group                             1,433           15              8        Freshfields Bruckhaus Deringer                     2,034           21
       9        Credit Suisse                                    1,401            9              9        Travers Smith                                     1,883           21
      10        UBS                                              1,391           16             10        Hammonds                                          1,853           32
 Volume:                                                                                   Volume:
       1        Rothschild                                       5,029           49              1        DLA Piper                                         4,579           62
       2        Deloitte                                         3,431           48              2        Eversheds                                         2,998           47
       3        PricewaterhouseCoopers Corp Fin                  3,110           39              3        Addleshaw Goddard                                 2,443           33
       4        KPMG Corp Fin                                    2,090           35              4        Hammonds                                          1,853           32
       5        Ernst & Young                                    2,048           28              5        Pinsent Masons                                    1,751           30
       6        BDO Corporate Finance                             974            22              6        Allen & Overy                                     2,799           29
       7        Grant Thornton Corporate Finance                  731            21              7        Linklaters                                        2,385           29
       8        M&A International                                 629            17              8        Clifford Chance                                   3,217           28
       9        UBS                                              1,391           16              9        Jones Day                                         2,186           25
      10        ABN AMRO                                         1,353           16             10        CMS                                               1,446           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
2007 to 30 September 2007 and exclude lapsed and withdrawn deals. The tables cover all    2007 to 30 September 2007 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 UK.   sectors and are based on the geography of either the target, bidder or seller being UK.




                                                                                                                                            Monthly M&A Report – 66
Germany


Wiedeking at loggerheads with VW’s workers’                       •   What started as a move to protect one of Germany’s
council                                                               most prized assets, and probably also its most
                                                                      undervalued asset, from private equity firms, now has
•   Although the ruling on the ‘VW law’ will not take place
                                                                      the hallmark of turning into a battle for control between
    until October 23, Wendelin Wiedeking and Porsche
                                                                      two very proud German car manufacturers. Whatever
    are well prepared to up Porsche’s stake in VW to over
                                                                      the outcome, Porsche’s investment in VW thus far has
    50%, and – as a result – launch another mandatory offer
                                                                      been nothing short of excellent, as the company’s stake
    for Europe’s largest car manufacturer. The company
                                                                      has already more than trebled in value since it upped its
    reportedly has numerous options to acquire VW stock at
                                                                      shareholding to approximately 31% of VW - no surprise
    a lot less than its current market price. Although not very
                                                                      then that private equity firms were rumoured to be
    open about their exact intentions, it seems clear that the
                                                                      keeping close tabs on future developments regarding the
    recent €8.6bn share issue is a precursor to the company’s
                                                                      ‘VW Law’.
    next move – taking direct control of VW.

•   We are however unlikely to see any further evidence
                                                                  Pearson looking to sell FT Deutschland
    of Porsche’s intentions while the company waits for a
    ‘favourable’ ruling on October 23rd. Such a ruling seems      •   Speculation has been mounting in recent weeks that
    very likely to occur given that Damaso Ruiz-Jarabo, the           Pearson is contemplating selling its German language
    EU advocate-general, has stated that the law restricts the        version of the Financial Times newspaper, FT Deutschland
    free movement of capital within the EU – in about 80% of          (FTD), wherein it holds a 50 per cent stake. The company
    cases, the European Court of Justice accepts the opinion          recently sold off its French newspaper Les Echos to
    of the advocate-general.                                          the luxury goods company, LVMH, thus the sale of FT
                                                                      Deutschland is not unlikely. Pearson are understood
•   Should the law be deemed illegal, and Porsche goes                to want to refocus the business on its core newspaper
    ahead with a takeover of VW, Wiedeking will face staunch          operations and increasingly move more information
    opposition from VW’s workers’ council about plans for             online. This change in strategic focus can also indicate
    the makeup of the future Porsche Automobil Holding                that the company is concentrating its firepower on the
    SE’s supervisory board. The plan is that following an             core Financial Times brand, as it is now likely to face
    increase of a stake above 50% in VW, both Porsche and             tougher competition from the Dow Jones’ Wall Street
    VW will have three people each on the supervisory board           Journal, which is about to be acquired by News Corp.
    representing their respective workers. This has however
    led to an outcry by VW’s workers council, stating that it     •   Besides refocusing its strategy, the fact that the FTD has
    is unacceptable that Porsche’s 12,000 workers will be             never made money is, in itself, a sufficient reason to get
    receiving the same number of representatives as VW’s              rid of it. The newspaper was established as a 50-50 joint
    workforce of 325,000 – 27 times the size of Porsche’s             venture between Pearson and the German magazine
    workforce. Wiedeking countered these complaints                   publisher Gruner & Jahr, as a challenger to Germany’s
    by stating that VW’s workers already have more                    dominant financial daily, Handelsblatt. It was the first
    representatives in the workers council compared to                national daily to be started in Germany in more than half
    Porsche, arguing that such a scenario makes the planned           a century, yet it never turned a profit, and furthermore,
    makeup a very fair situation.                                     observers are divided over whether it can break even at
                                                                      all in the coming year. Apparently, the FT Group has put
                                                                      forward a proposal to Pearson suggesting to offload the
                                                                      FTD stake to Gruner & Jahr. The proposition is believed
                                                                      to be one of many alternatives aimed at reducing losses
                                                                      at the FT Group, which has been suffering due to the
                                                                      global recession that hit the financial services industry
                                                                      particularly hard.




                                                                                                    Monthly M&A Report – 67
                                                                                                             Germany



Germany




•   The German magazine group Spiegel was rumoured to           •   With the Spiegel discussions stalled, enter again Gruner &
    be interested in taking FTD out of Pearson’s hands for          Jahr, albeit along with other parties, as a potential buyer.
    which Pearson is allegedly to collect €9m. However, in          At least one of these parties is in exploratory talks with
    order to retain the FT brand, Spiegel would probably need       Pearson, although the closure of FT Deutschland also
    to secure a licensing deal with Pearson. The FT name            remains an option. Despite already owning the successful
    has strong brand value and Pearson is reportedly willing        newspaper “Saechsische Zeitung” Gruner & Jahr does
    to sell only if it is happy with the way the brand would        not consider itself a newspaper publisher and has said
    be used by any buyer. Still, for Spiegel to acquire the         that it does not intend to become one. Nevertheless, if
    newspaper, it must convince its workforce that buying           no other buyer can be found it seems quite likely that FT
    an unprofitable broadsheet makes sense, as the group is          Deutschland will end up in the hands of Gruner & Jahr.
    half-owned by its employees. Recent reports indicate that
    the German publisher’s acquisition plans may fall through
    as it is in fact having troubles reaching a decision with
    the employees’ organisation Mitarbeiter KG, which voted
    against the purchase. Evidently, to get the deal approved
    by the Spiegel staff, Pearson and Spiegel will have to
    restructure the deal.




                                                                                                   Monthly M&A Report – 68
                                                                                                                        Germany




Deal of the Month

 Target:     Condor Flugdienst GmbH                                     Announced:          20 September 2007
 Bidder:     Air Berlin & Co Luftverkehrs KG                            Deal value:         EUR 500m
 Seller:     Thomas Cook Group PLC                                      Deal nature:        Recommended




Air Berlin & Co Luftverkehrs KG, the listed German aviation             equal to the amount by which the cash or cash equivalent of
company, has agreed to acquire Condor Flugdienst GmbH,                  Condor as at the first closing date exceeds EUR 320m, and
the German low fare airline, from Thomas Cook Group PLC,                if it is less than EUR 320m, Thomas Cook will pay to Condor
the listed UK travel services company, for at least EUR 500m.           an amount equal to the shortfall. It is expected that these
                                                                        provisions will result in a payment by Air Berlin to Thomas
Under the terms of agreement, Air Berlin will issue its
                                                                        Cook of approximately EUR 120m.
common stock worth between EUR 380m and EUR 475m.
The number of new Air Berlin shares to be issued to Thomas              The transaction will be completed in two stages. The
Cook will depend on the market price of the shares at the               acquisition of a 75.1% stake in Condor owned by Thomas
relevant completion date. Based on the closing market price             Cook will complete in February 2009, and the remaining
of Air Berlin’s ordinary shares of EUR 12.98 per share on               24.9% stake in Condor currently held by Deutsche Lufthansa
19 September 2007, 28,172,481 shares would be issued                    Aktiengesellschaft, for which Thomas Cook has a call option
to Thomas Cook, which represents 29.99% of the existing                 which it can exercise at any time after 9 February 2009 for
issued share capital of Air Berlin and a cash balancing                 EUR 77.19m, is expected to complete in February 2010.
payment of EUR 14.321m would be made as a result of the                 Completion may take place earlier if Deutsche Lufthansa
maximum shareholding provision. The share portion of the                agrees.
purchase consideration therefore is being issued at between
                                                                        This acquisition is in line with Air Berlin’s growth and
EUR 15.34 and EUR 19.18 per each new Air Berlin share.
                                                                        expansion strategy, with Condor enabling Air Berlin to
In addition, the purchase consideration also includes a cash            enhance its long-distance flight business and diversify the
element, where the amount of which depends on Condor’s                  revenue streams at the Frankfurt, Munich and Hamburg
cash position in the last audited balance sheet prior to the            airports. It is expected that the acquisition will generate
first completion and is expected to be approximately EUR                 synergies of at least EUR 70m by 2010.
120m, which is the result of the settlement of intra-group
                                                                        Completion of the acquisition is subject to Deutsche
debt and cash position adjustments on the first closing date.
                                                                        Lufthansa not exercising a contractual pre-emption right, as
Thomas Cook will repay to Condor all amounts it owes to
                                                                        well as approval from the competent Cartel authorities..
Condor under any intra-group loan arrangements, and at the
same time, Air Berlin will pay to Thomas Cook an amount

                            Exit Multiples – FYE 2006                         Premium Analysis
                                 Multiples              Value (EUR m)         Offer price per share (EUR)                n/a

 Revenue                            0.4x                    1,242             1 day before                                -
 EBITDA                             3.6x                    140               1 month before                              -
 EBIT                               13.2x                    38               1 day after                                 -
 Earnings                           n/av                    n/av              Pre-Rumor                                   -




                                                                                                                Monthly M&A Report – 69
                                                                                                                                                Germany




Deal of the Month

Advisers
Target/Seller                                                                   Bidder
Financial               Credit Suisse;                                          Financial                   -
                        Citigroup
Legal                   Slaughter and May;                                      Legal                       Linklaters
                        Noerr Stiefenhofer & Lutz
PR                      Brunswick Group                                         PR                          -


Mergermarket/dealReporter Intelligence
23-May-07              Air Berlin: Acquisition of Condor a likely scenario; although unlikely to be within 12 months, banker and analysts say




                                                                                                                               Monthly M&A Report – 70
                                                                                                                                                 Germany




Top Deals

Top 15 German Announced Deals for YTD 30 September 2007
Announced     Status   Target Company         Sector          Bidder Company     Seller Company                 Exit Multiples (x)            Bid Premia    Deal Value
                                                                                                         Revenue    EBITDA           P/E     1-day before    (EURm)

28-Mar-07        L     Volkswagen AG          Industrials &   Dr. Ing. h.c. F.                            0.8        10.2        20.2          -11.2%        75,686
                       (69.06% stake)         Chemicals       Porsche AG
25-Jul-07        P     Siemens VDO            Industrials &   Continental AG     Siemens AG               1.1                    17.0             -          11,400
                       Automotive AG          Chemicals
10-Apr-07        C     Puma AG Rudolf         Consumer        PPR SA             Mayfair                  2.1        12.3        20.2           4.8%          4,980
                       Dassler Sport                                             Vermogensgesellschaft
                                                                                 mbH
15-Jun-07        P     Landesbank Berlin      Financial       Deutscher      German federal State         n/a         n/a            8.3       -15.1%         4,939
                       Holding AG (89.4%      Services        Sparkassen und of Berlin
                       stake)                                 Giroverband
12-May-07        C     Merck Generics         Pharma,         Mylan            Merck KGaA                 2.7        14.6                         -           4,900
                                              Medical &       Laboratories Inc
                                              Biotech
23-Mar-07        C     ista International     Business        Charterhouse     CVC Capital Partners       4.0                                     -           2,400
                       GmbH                   Services        Capital Partners Limited
                                                              LLP
2-Jul-07         C     GEHAG Gmbh (85%        Financial       Deutsche           OCM Luxembourg                                                   -           1,838
                       stake)                 Services        Wohnen AG          Opportunities
                                                                                 Investments SaRl; and
                                                                                 OCM Luxembourg Real
                                                                                 Estate Investments
                                                                                 SaRl
17-Jul-07        C     BauBeCon Immobilien Financial          Pirelli & C Real   Cerberus Capital                                                 -           1,690
                       GmbH                Services           Estate SpA;        Management LP
                                                              and RREEF
                                                              Opportunity
                                                              Funds
1-Jun-07         C     Hugo Boss AG           Consumer        Permira                                     2.3        14.9        25.8          -4.9%          1,645
                       (49.1% stake)
12-Mar-07        P     Vitus Gruppe (majority Financial       Morley Fund      Blackstone Real Estate                                             -           1,600
                       stake)                 Services        Management       Partners
                                                              Limited; and
                                                              Round Hill
                                                              Capital Partners
22-Feb-07       C      CBR Holding GmbH       Consumer        EQT Partners       Apax Partners; and       2.5                                     -           1,500
                                                              AB                 Cinven Limited
27-Apr-07        C     Sulo Umwelttechnik     Industrials &   Veolia             Apax Partners; and       1.1         8.0                         -           1,450
                       GmbH                   Chemicals       Environnement      Blackstone Group
                                                              SA                 Holdings LLC
9-May-07         P     Bayerische             Financial       UniCredit                                   n/a         n/a        13.3          -2.6%          1,398
                       Hypotheken             Services        Group
                       und Vereinsbank
                       Aktiengesellschaft
                       (4.55% stake)
27-Jun-07        C     Bavaria Yachtbau       Consumer        Bain Capital       Herrmann family; and     4.8                                     -           1,300
                       GmbH                                   LLC                Yachtagentur Josef
                                                                                 Meltl Beteiligungs
                                                                                 GmbH
3-May-07         C     Kloeckner Pentaplast   Industrials &   Blackstone         CCMP Capital Advisors    1.1         8.0                         -           1,300
                       GmbH & Co KG           Chemicals       Group Holdings     LLC; and Cinven
                                                              LLC                Limited
C = Completed; P = Pending; L = Lapsed                                                                                                     Source: mergermarket




                                                                                                                                Monthly M&A Report – 71
                                                                                                                                               Germany




Top Deals

Top 5 German Announced Deals of the Month (September 2007)
Announced     Status   Target Company       Sector           Bidder Company   Seller Company                   Exit Multiples (x)           Bid Premia      Deal Value
                                                                                                       Revenue     EBITDA           P/E    1-day before      (EURm)

20-Sep-07        P     Orion Cable GmbH     TMT              Kabel              Orion Cable GmbH                                                -              585
                       (Regional Cable                       Deutschland
                       Assets)                               GmbH
20-Sep-07        P     Condor Flugdienst    Transportation   Air Berlin PLC    Thomas Cook Group         0.4          3.6                       -              500
                       GmbH                                                          PLC
27-Sep-07        C     Sulo Umwelttechnik   Industrials &    Compagnie             SULO GmbH             0.8                                    -              142
                       GmbH                 Chemicals        Plastic Omnium
24-Sep-07        P     OnVista AG           TMT              Boursorama SA    Burda Digital Ventures     9.7         61.0           85.8     40.2%             137
                                                                                     GmbH
28-Sep-07        P     Rohde & Liesenfeld   Transportation   Geodis SA                                                                          -               90
                       International GmbH
                       & Co
C = Completed; P = Pending; L = Lapsed                                                                                                              Source: mergermarket




                                                                                                                                Monthly M&A Report – 72
                                                                                                                                         Germany




Expected Deals

Pipeline of German Expected Deals
Situation    Target Company    Sector           Potential Bidder       Seller Company     Financial   Market Cap/   Comments
                                                Company                                   Advisor      Est. Value
                                                                                                        (EURm)
Takeover     Metro AG          Consumer         Carrefour SA                                            20,386      Carrefour, the listed French retail group, is
target                                                                                                              reportedly interested in taking over Metro
                                                                                                                    AG, its listed German counterpart, willing
                                                                                                                    to offer EUR 78 per Metro share.
Takeover     Infineon           TMT              STMicroelectronics                                      9,016       "Shares in Infineon, the German
target       Technologies AG                    NV                                                                  semiconductor company, rose on Monday
                                                                                                                    13th August 2007 on rumors that French
                                                                                                                    rival ST Microelectronics is interested
                                                                                                                    in the company, Die Welt reported. The
                                                                                                                    stock rose 3.3% to EUR 11.11, said the
                                                                                                                    report, adding that, according to unnamed
                                                                                                                    traders, ST would be ready to pay EUR
                                                                                                                    12.50 per share.
Unconfirmed   Deutsche Post     Business         Apax Partners;         KfW                               8600       Deutsche Post, the German postal
takeover     AG                Services         and United Parcel      Bankengruppe                     (30.6%      services company, saw its shares rise on
rumour                                          Service Inc                                              stake)     speculation it will gain a new shareholder,
                                                                                                                    Handelsblatt reported. According to
                                                                                                                    rumors cited from an unnamed trader,
                                                                                                                    investment company Apax together with
                                                                                                                    logistics company UPS will pay EUR 28
                                                                                                                    per share. The rumor has it that these
                                                                                                                    investors will buy the 30% stake now
                                                                                                                    held by state-owned German bank KfW.
                                                                                                                    Deutsche Post had 2006 sales of EUR
                                                                                                                    60.545bn.
Takeover     Fraport AG        Transportation   Blackstone Group                                        4,879       Shares in Fraport, the German operator
target                                          Holdings LLC                                                        of the Frankfurt airport, rose more than
                                                                                                                    7% on 10-Aug-07 on market talk that
                                                                                                                    private equity firm Blackstone Group was
                                                                                                                    interested in the operator of Frankfurt
                                                                                                                    airport.
Takeover     Freenet AG        TMT              Debitel AG;            Hermes Private      Morgan       2,402       United Internet and Drillisch, the listed
target                                          Telefonica SA;         Equity Limited;     Stanley                  German ISP/telecommunications
                                                Drillisch AG;          K-Capital Partners; (T)                      companies, could place a formal offer for
                                                United Internet        Florian Homm;                                rival Freenet, Financial Times Deutschland
                                                AG; Arcor Gruppe;      VATAS Holding;                               reported. The unsourced report said
                                                QSC AG; Versatel       and Drillisch AG                             United Internet and Drillisch already hold
                                                Deutschland                                                         a 30% stake via a joint subsidiary MSP,
                                                Holding GmbH;                                                       and are talking to investors with regard
                                                Hermes Private                                                      to finance for an offer. United Internet
                                                Equity Limited;                                                     and Drillisch could offer up to EUR 24 per
                                                Absolute Capital;                                                   share representing a 25% increase on
                                                and K-Capital                                                       Freenet's closing share price on Friday,
                                                                                                                    and valuing the company at EUR 2.3bn,
                                                                                                                    the report continued. United Internet and
                                                                                                                    Drillisch only need to acquire a further
                                                                                                                    21% stake at a cost of EUR 480m to
                                                                                                                    control a majority in Freenet, the report
                                                                                                                    noted. Potential partners for the offer
                                                                                                                    include the investment funds Hermes,
                                                                                                                    Absolute Capital and K-Capital, which
                                                                                                                    hold between 3-5% in Freenet, the report
                                                                                                                    added.
Expected deal Nordex AG        Industrials &    Advent International   Capital                          1,867       Nordex, the German producer of wind
                               Chemicals        Corporation;           Management                                   power equipment, is examining a sale,
                                                Siemens Power          Partners; and                                Frankfurter Allgemeine cited the company
                                                Generation;            Goldman Sachs                                as confirming. At present, the question of
                                                Investcorp                                                          whether a partial or full sale will happen at
                                                International Inc;                                                  all, and if so, under what circumstances,
                                                Suzlon Energy                                                       remains open, the company said.
                                                Limited; AREVA NP;
                                                Alstom SA; Acciona
                                                SA; and Mitsubishi
                                                Corporation




                                                                                                                           Monthly M&A Report – 73
                                                                                                                                      Germany



Expected Deals



Situation    Target Company     Sector           Potential Bidder      Seller Company   Financial   Market Cap/   Comments
                                                 Company                                Advisor      Est. Value
                                                                                                      (EURm)
Takeover     IKB Deutsche       Financial        Deutsche Bank         KfW                            1,206       IKB, the German-listed bank, could attract
target       Industriebank AG   Services         AG; Commerzbank       Bankengruppe;                              takeover interest from its peers, reported
                                                 AG; Bayerische        and Government                             The Financial Times. The item cited
                                                 Hypotheken            of Germany                                 people in the banking sector, who said
                                                 und Vereinsbank                                                  potential bidders include Commerzbank
                                                 Aktiengesellschaft;                                              and HypoVereinsbank, as well as DZ Bank
                                                 DZ Bank AG;                                                      and Deutsche Bank. The report went on
                                                 and German                                                       to say Landesbanken may also bid for
                                                 Landesbanken                                                     IKB. The item also cited senior people in
                                                                                                                  the German banking industry, who said
                                                                                                                  IKB could be a takeover target due to the
                                                                                                                  losses it sustained in the US mortgage
                                                                                                                  market. The bank revealed last week
                                                                                                                  that it had to resort to a rescue operation
                                                                                                                  valued at EUR 3.5bn from state-owned
                                                                                                                  German bank KfW as well as other banks.
                                                                                                                  The report noted that this could result
                                                                                                                  to IKB being taken over by one of these
                                                                                                                  banks. The report also cited industry
                                                                                                                  expert, who said with the losses incurred
                                                                                                                  by IKB, one must wonder why KfW
                                                                                                                  would still hold on to its stake.
Significant   Air Berlin & Co    Transportation   Ryanair Holdings                                      767        Air Berlin has agreed with Thomas Cook
M&A          Luftverkehrs KG                     Inc; Air France-KLM                                              a two-step acquisition of the shares of
                                                 SA; and Thomas                                                   Condor Flugdienst GmbH by means of
                                                 Cook Group PLC                                                   a share swap. On 10 February 2009,
                                                                                                                  Air Berlin will acquire the 75.1% that
                                                                                                                  Thomas Cook currently holds in Condor.
                                                                                                                  The remaining 24.9% will be acquired
                                                                                                                  in February 2010, after Thomas Cook
                                                                                                                  exercises an option to purchase that
                                                                                                                  stake from Deutsche Lufthansa AG.
                                                                                                                  Thomas Cook will receive Air Berlin
                                                                                                                  shares to be issued, which, depending
                                                                                                                  on the market quotation at the time the
                                                                                                                  agreement is implemented, are valued
                                                                                                                  at EUR 380m to EUR 475m. In the
                                                                                                                  process, Thomas Cook is likely to acquire
                                                                                                                  an interest of up to 29.99% in Air Berlin.
                                                                                                                  The acquisition of the Condor shares is
                                                                                                                  subject to approval by the competent
                                                                                                                  cartel authorities. The agreement is
                                                                                                                  subject to Deutsche Lufthansa AG not
                                                                                                                  exercising a contractual pre-emption right.




                                                                                                                         Monthly M&A Report – 74
                                                                                                                                                                Germany




League Tables

Top 15 Financial Advisors

Ranked by Value                                                                                Ranked by Volume
  YTD 30-       House                                            Value          Deal             YTD 30-        House                                           Value          Deal
  Sep-2007                                                       € (m)         Count             Sep-2007                                                       € (m)         Count
       1        Goldman Sachs                                    64,365          24                   1        Rothschild                                       37,983          36
       2        Morgan Stanley                                   51,014          24                   2        Deutsche Bank                                    50,133          35
       3        Deutsche Bank                                    50,133          35                   3        Ernst & Young                                    24,770          33
       4        UBS                                              40,064          27                   4        UBS                                              40,064          27
       6        Rothschild                                       37,983          36                   5        KPMG Corp Fin                                    8,730           25
       5        Citigroup                                        33,206          15                   6        Goldman Sachs                                    64,365          24
       7        JPMorgan                                         29,436          13                   7        Morgan Stanley                                   51,014          24
       8        Lehman Brothers                                  25,464          10                   8        Lazard                                           23,180          24
       9        Ernst & Young                                    24,770          33                   9        ABN AMRO                                         5,177           17
      10        Lazard                                           23,180          24                  10        Citigroup                                        33,206          15
      11        Dresdner Kleinwort                               21,005          14                  11        Dresdner Kleinwort                               21,005          14
      12        Merrill Lynch                                    16,449           9                  12        PricewaterhouseCoopers Corp Fin                  7,982           14
      13        Credit Suisse                                    13,229          11                  13        Sal. Oppenheim jr & Cie                          4,783           14
      14        BNP Paribas                                      11,944           7                  14        JPMorgan                                         29,436          13
      15        CALYON                                           10,249           2                  15        Lincoln International                             538            13
                                                                   Source: mergermarket                                                                           Source: mergermarket

The Financial adviser league tables by value and volume have been run from 01 January 2007 to 30 September 2007 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 Germany.




Top 15 Legal Advisors

Ranked by Value                                                                                Ranked by Volume
  YTD 30-       House                                            Value          Deal             YTD 30-        House                                           Value          Deal
  Sep-2007                                                       € (m)         Count             Sep-2007                                                       € (m)         Count
       1        Freshfields Bruckhaus Deringer                   172,015          85                   1        Freshfields Bruckhaus Deringer                   172,015          85
       2        Linklaters                                      111,488          48                   2        Clifford Chance                                 108,289          56
       3        Clifford Chance                                 108,289          56                   3        Linklaters                                      111,488          48
       4        Allen & Overy                                   105,760          25                   4        Hengeler Mueller                                 50,383          44
       5        Cleary Gottlieb Steen & Hamilton                105,238          20                   5        CMS                                              6,098           40
       6        Sullivan & Cromwell                              93,954           6                   6        Allen & Overy                                   105,760          25
       7        Skadden Arps Slate Meagher & Flom                92,948          15                   7        Latham & Watkins                                 7,397           21
       8        McCarthy Tetrault                                75,686           2                   8        Cleary Gottlieb Steen & Hamilton                105,238          20
       9        Hengeler Mueller                                 50,383          44                   9        Noerr Stiefenhofer & Lutz                        6,442           19
      10        Herbert Smith, Gleiss Lutz, Stibbe               31,934          14                  10        Baker & McKenzie                                 2,261           18
      11        Shearman & Sterling                              27,871          16                  11        White & Case                                     5,958           17
      12        Cravath Swaine & Moore                           20,573           4                  12        Shearman & Sterling                              27,871          16
      13        Mallesons Stephen Jaques                         18,369           3                  13        Skadden Arps Slate Meagher & Flom                92,948          15
      14        Weil Gotshal & Manges                            16,106           7                  14        Herbert Smith, Gleiss Lutz, Stibbe               31,934          14
      15        Macfarlanes                                      13,503           4                  15        DLA Piper                                        2,765           14
                                                                   Source: mergermarket                                                                           Source: mergermarket

The Legal adviser league tables by value and volume have been run from 01 January 2007 to 30 September 2007 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 Germany.




                                                                                                                                                 Monthly M&A Report – 75
                                                                                                                                                                    Germany



League Tables


Activity Table of Private Equity Firms on German Buyouts

Ranked by Value                                                                                   Ranked by Volume
  YTD 30-        House                                             Value          Deal              YTD 30-        House                                             Value          Deal
  Sep-2007                                                         € (m)         Count              Sep-2007                                                         € (m)         Count
       1        Charterhouse Capital Partners                      2,400            1                    1        3i Group                                            560               3
       2        Permira                                            1,645            1                    2        Quadriga Capital Eigenkapital Beratung              490               3
       3        EQT Partners                                       1,500            1                   3=        DZ Equity Partner                                     -               3
      4=        Bain Capital                                       1,300            1                   3=        NORD Holding                                          -               3
      4=        Blackstone Group Holdings                          1,300            1                    5        Monitor Clipper Partners                             53               2
       6        RREEF                                              1,200            1                   6=        Aurelius Investkapital                                -               2
       7        Eurazeo                                             885             1                   6=        AVIDA Group                                           -               2
       8        Dubai International Capital                         850             1                   6=        Barclays Private Equity                               -               2
       9        Arcapita Bank                                       775             1                   6=        Capiton                                               -               2
      10        Advent International                                770             1                   6=        CFC Industrie Beteiligungen                           -               2
                                                                     Source: mergermarket                                                                              Source: mergermarket

The Private Equity buyout activity tables by value and volume are based on privare equity firms advising the bidder on buyout deals where the dominant geography of the target compnay is
Germany. The tables by value and volume have been run from 01 January 2007 to 30 September 2007 and exclude lapsed and withdrawn deals.




Activity Table of Private Equity Firms on German Exits

Ranked by Value                                                                                   Ranked by Volume
  YTD 30-        House                                             Value          Deal              YTD 30-        House                                             Value          Deal
  Sep-2007                                                         € (m)         Count              Sep-2007                                                         € (m)         Count
       1        Blackstone Group Holdings                          3,050            2                    1        Cinven                                             2,800              3
       2        Apax Partners                                      2,950            2                    2        CVC Capital Partners                               2,500              3
       3        Cinven                                             2,800            3                    3        Advent International                                824               3
       4        CVC Capital Partners                               2,500            3                    4        HgCapital                                           201               3
       5        Oaktree Capital Management                         1,838            1                    5        3i Group                                            131               3
       6        Cerberus Capital Management                        1,690            1                    6        Blackstone Group Holdings                          3,050              2
       7        CCMP Capital Advisors                              1,300            2                    7        Apax Partners                                      2,950              2
       8        Terra Firma Capital Partners                       1,200            1                    8        CCMP Capital Advisors                              1,300              2
       9        Investcorp                                          885             1                    9        Granville Baird Capital Partners Advisers            71               2
      10        One Equity Partners                                 850             1                   10        ARQUES Industries                                    27               2
                                                                     Source: mergermarket                                                                              Source: mergermarket


The Private Equity exit activity tables by value and volume are based on privare equity firms advising the vendor on exit deals where the dominant geography of the target compnay is
Germany. The tables by value and volume have been run from 01 January 2007 to 30 September 2007 and exclude lapsed and withdrawn deals.




                                                                                                                                                     Monthly M&A Report – 76
                                                                                                                                                                                                                   Germany




Trend Graphs

German M&A Quarterly Trend
Value                                                                                                                     Volume
            40,000                                                                                                                         200


            35,000


            30,000                                                                                                                         150




                                                                                                                         Number of deals
Value €m




            25,000


            20,000                                                                                                                         100


            15,000


            10,000                                                                                                                          50


             5,000


                    0                                                                                                                        0
                          Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3                                                                 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3
                         2003200320032003200420042004200420052005200520052006200620062006200720072007                                             2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007



                                                                                                                                                                                                                                   Moving
                                                                                                                                                                                                                                   average
                                                                                                                                                                                                                                   trend line




German M&A Quarterly Private Equity Trend
Value                                                                                                                     Volume
           18,000                                                                                                                          60


           16,000
                                                                                                                                           50
           14,000


           12,000                                                                                                                          40
                                                                                                                         Number of deals
Value €m




           10,000
                                                                                                                                           30
            8,000


            6,000                                                                                                                          20


            4,000
                                                                                                                                           10
            2,000


               0                                                                                                                            0
                         Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3                                                                 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3
                        2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007                           2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007



                                                                                                     German Buyouts                                                                                                           German Buyouts

                                                                                                     German Exits                                                                                                             German Exits




                                                                                                                                                                                                  Monthly M&A Report – 77
                                                                                                                                              Germany




Mid Market Deals

Top 10 German Announced Mid Market Deals YTD 30 September 2007 (Industrials & Chemicals)
(EUR 10m to EUR 250m)
Announced     Status   Target Company       Sector        Bidder Company          Seller Company                 Exit Multiples (x)         Bid Premia   Deal Value
                                                                                                         Revenue     EBITDA           P/E      1-day      (EURm)
                                                                                                                                              before
27-Mar-07       C      Oystar               Industrial    Odewald &               KUKA AG                  0.6                                  -           240
                                            products      Compagnie GmbH
                                            and
                                            services
13-Mar-07       C      SLI Sylvania         Industrial:   Havell's Netherlands    SLI Holdings             0.5                                  -           228
                                            Electronics   BV                      International LLC
30-Jan-07       C      Hirschmann           Industrial    Belden CDT Inc          HgCapital                1.0                                  -           201
                       Automation and       automation
                       Control GmbH
9-Aug-07        P      MAN TAKRAF           Industrial    Tenova Group            VTC Partners GmbH                                             -           200
                       Foerdertechnik       products
                       GmbH                 and
                                            services
14-Apr-07       C      Lurgi AG             Industrial    Air Liquide SA          GEA Group AG             0.2                                  -           200
                                            products
                                            and
                                            services
29-Mar-07       C      Visteon Corporation Automotive Orlando Management          Visteon Corporation                                           -           152
                       (chassis businesses            GmbH
                       in Europe and Brazil)
27-Sep-07       C      Sulo Umwelttechnik Industrial      Compagnie Plastic       SULO GmbH                0.8                                  -           142
                       GmbH               products        Omnium
                                          and
                                          services
27-Jun-07       C      Wendt GmbH           Industrial    Winterthur              3i Group plc                                                  -           131
                                            automation    Technologie AG Zug
30-Mar-07       C      Essmann Group        Industrial    Quadriga Capital        Taros Capital            0.9                                  -           110
                                            products      Eigenkapital Beratung
                                            and           GmbH
                                            services
14-Jun-07       C      Metzeler             Automotive Cooper Standard-           Automotive Sealing       0.3                                  -           100
                       Automotive Profile              Automotive Group           Systems SA.; and
                       Systems (sealing                                           CVC Capital Partners
                       systems operations                                         Limited
                       in Germany,
                       Italy, Poland and
                       Belgium, including
                       joint venture
                       interests in India
                       and China)
C = Completed; P = Pending; L = Lapsed                                                                                                          Source: mergermarket




                                                                                                                                 Monthly M&A Report – 79
                                                                                                                                              Germany




Mid Market Deals

Top 10 German Announced Mid Market Deals YTD 30 September 2007 (Industrials & Chemicals)
(EUR 10m to EUR 250m)
Announced     Status   Target Company       Sector        Bidder Company          Seller Company                 Exit Multiples (x)         Bid Premia   Deal Value
                                                                                                         Revenue     EBITDA           P/E      1-day      (EURm)
                                                                                                                                              before
27-Mar-07    C         Oystar               Industrial    Odewald &               KUKA AG                  0.6                                  -           240
                                            products      Compagnie GmbH
                                            and
                                            services
13-Mar-07    C         SLI Sylvania         Industrial:   Havell's Netherlands    SLI Holdings             0.5                                  -           228
                                            Electronics   BV                      International LLC
30-Jan-07    C         Hirschmann           Industrial    Belden CDT Inc          HgCapital                1.0                                  -           201
                       Automation and       automation
                       Control GmbH
9-Aug-07     P         MAN TAKRAF           Industrial    Tenova Group            VTC Partners GmbH                                             -           200
                       Foerdertechnik       products
                       GmbH                 and
                                            services
14-Apr-07    C         Lurgi AG             Industrial    Air Liquide SA          GEA Group AG             0.2                                  -           200
                                            products
                                            and
                                            services
29-Mar-07    C         Visteon Corporation Automotive Orlando Management          Visteon Corporation                                           -           152
                       (chassis businesses            GmbH
                       in Europe and Brazil)
27-Sep-07    C         Sulo Umwelttechnik Industrial      Compagnie Plastic       SULO GmbH                0.8                                  -           142
                       GmbH               products        Omnium
                                          and
                                          services
27-Jun-07    C         Wendt GmbH           Industrial    Winterthur              3i Group plc                                                  -           131
                                            automation    Technologie AG Zug
30-Mar-07    C         Essmann Group        Industrial    Quadriga Capital        Taros Capital            0.9                                  -           110
                                            products      Eigenkapital Beratung
                                            and           GmbH
                                            services
14-Jun-07    C         Metzeler             Automotive Cooper Standard-           Automotive Sealing       0.3                                  -           100
                       Automotive Profile               Automotive Group           Systems SA.; and
                       Systems (sealing                                           CVC Capital Partners
                       systems operations                                         Limited
                       in Germany,
                       Italy, Poland and
                       Belgium, including
                       joint venture
                       interests in India
                       and China)
C = Completed; P = Pending; L = Lapsed                                                                                                          Source: mergermarket




                                                                                                                                 Monthly M&A Report – 79
                                                                                                                                                                                                            Germany



Mid Market Deals


German M&A Quarterly Mid Market Trend
Value                                                                                                               Volume
           4,500                                                                                                                      60


           4,000
                                                                                                                                      50
           3,500


           3,000                                                                                                                      40




                                                                                                                    Number of deals
Value €m




           2,500
                                                                                                                                      30
           2,000


           1,500                                                                                                                      20


           1,000
                                                                                                                                      10
            500


              0                                                                                                                        0
                    Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3                                                                Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3
                   2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007                          2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007




                                                                                                                                                                                                                            Moving
                                                                                                                                                                                                                            average
                                                                                                                                                                                                                            trend line




                                                                                                                                                                                           Monthly M&A Report – 80
                                                                                                                                                         Germany




Mid Market League Tables

Top 10 Mid Market Financial Advisors –                                                   Top 10 Mid Market Legal Advisors –
German                                                                                   German
(EUR 10m to EUR 250m)                                                                    (EUR 10m to EUR 250m)

  YTD 30-       House                                           Value          Deal        YTD 30-       House                                            Value          Deal
  Sep-2007                                                      € (m)         Count        Sep-2007                                                       € (m)         Count
 Value:                                                                                   Value:
       1        Deutsche Bank                                    1,698          13              1        Clifford Chance                                  1,697           16
       2        Rothschild                                       1,483          12              2        Hengeler Mueller                                 1,434           13
       3        Ernst & Young                                    1,094          10              3        Freshfields Bruckhaus Deringer                    1,278           17
       4        UBS                                               684            5              4        Linklaters                                       1,111           13
       5        JPMorgan                                          566            3              5        DLA Piper                                         679             9
       6        Lazard                                            562            7              6        CMS                                               653             7
       7        BNP Paribas                                       561            4              7        Baker & McKenzie                                  601             6
       8        Goldman Sachs                                     421            2              8        Noerr Stiefenhofer & Lutz                         572             6
       9        KPMG Corp Fin                                     414            4              9        Taylor Wessing                                    549             9
      10        Morgan Stanley                                    367            3             10        Cleary Gottlieb Steen & Hamilton                  511             5
 Volume:                                                                                  Volume:
       1        Deutsche Bank                                    1,698          13              1        Freshfields Bruckhaus Deringer                    1,278           17
       2        Rothschild                                       1,483          12              2        Clifford Chance                                  1,697           16
       3        Ernst & Young                                    1,094          10              3        Hengeler Mueller                                 1,434           13
       4        Lazard                                            562            7              4        Linklaters                                       1,111           13
       5        UBS                                               684            5              5        DLA Piper                                         679             9
       6        Lincoln International                             232            5              6        Taylor Wessing                                    549             9
       7        BNP Paribas                                       561            4              7        CMS                                               653             7
       8        KPMG Corp Fin                                     414            4              8        Baker & McKenzie                                  601             6
       9        JPMorgan                                          566            3              9        Noerr Stiefenhofer & Lutz                         572             6
      10        Morgan Stanley                                    367            3             10        Jones Day                                         406             6
                                                                  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
2007 to 30 September 2007 and exclude lapsed and withdrawn deals. The tables cover all   2007 to 30 September 2007 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      sectors and are based on the geography of either the target, bidder or seller being
Germany.                                                                                 Germany.




                                                                                                                                           Monthly M&A Report – 81
France


Potential merger between Areva and Alstom                          •   According to the report from HSBC, a merger could be
                                                                       difficult to complete as the value of Areva has not been
•   The latest development in President Sarkozy’s “national
                                                                       clearly defined yet. The report added that Areva could be
    champions” strategy are reports of a potential merger
                                                                       overvalued because of ongoing speculation and the few
    between Alstom SA, the listed France based provider
                                                                       shares that are available for trading. The HSBC advisers
    of energy and transport infrastructure, and Areva SA,
                                                                       also claimed that the merged entity would be viewed
    the listed French provider of technological solutions
                                                                       as a broadly diversified group and therefore the share
    for nuclear power generation, electricity transmission
                                                                       price could trade at a discount of around 20% as the
    and uranium mining activities. President Sarkozy’s
                                                                       group would be considered a conglomerate. According
    spokesperson has confirmed that the French government
                                                                       to HSBC, any restructuring of Areva would have to be
    is conducting “a strategic review” of its nuclear business,
                                                                       preceded by the listing of more shares by the French
    stating that in France “the nuclear sector is a strategic
                                                                       government.
    priority”. The merger could create a company with a
    market capitalization of €40bn.

•   According to bankers, Areva is currently actively weighing     Pernod Ricard willing to acquire Absolut
    up the pros and cons of a potential tie up with Alstom. It     •   Patrick Ricard, head of Pernod Ricard, does not exclude
    is foreseeable that a merger could require Areva to exit           a potential sale of assets if needed to finance the
    Areva NP, its joint venture with Siemens, the German               acquisition of Absolut, the Swedish vodka brand owned
    conglomerate. A banker added, “An Areva/Alstom                     by Vin & Sprit. A bond issue could also be a possibility
    combination would be complex to implement and would                although Ricard remains confident of finding the financing
    likely require the privatisation of Areva, with the group          without going so far as to make a divestiture.
    having sensitive activities such as uranium extraction.        •   However, Pernod Ricard is said to have had €6.5bn in
    The IPO route in the short term would be easier but less           debt as of the end of June 2007. The company may
    compelling from a trade perspective”.                              need to raise another €4bn-€5bn in order to fund the
•   Several advisers have been appointed with Bain,                    acquisition of Absolut. According to Patrick Ricard,
    Calyon and Lazard said to be advising Areva. HSBC                  Absolut, the Swedish vodka brand, is “virtually” for sale
    and consulting group McKinsey have been mandated                   and potential bidders are still awaiting the final word from
    by the French government to review strategic options.              the government of Sweden.
    Meanwhile, Banca Leonardo and Goldman Sachs are                •   Regarding Stolichnaya, the Russian vodka brand the
    advising CEA, the French domestic entity in charge of              French group has tried to acquire, Ricard conceded that
    nuclear energy. French ministries are expected to submit           the political situation in Russia, with a new prime minister,
    their recommendations next month.                                  “did not make things easier” in terms of negotiations
•   But the prospect of a merger does not appear to please             with the Russian government. He also reiterated his
    everyone. According to reports, McKinsey and HSBC                  group could not acquire both targets so it will be one or
    are not very enthusiastic regarding a potential merger             the other, depending on which comes first.
    between the two industrial groups. French daily Les
    Echos cited several sources as saying that the two
    firms have handed over their report to the government,
    although this is officially denied by the French authorities.
    While consultants at McKinsey acknowledged that a
    merged group would be able to raise more funds, the firm
    said that there would be no “direct” synergies between
    the two groups.




                                                                                                      Monthly M&A Report – 82
                                                                                                                                                France




Deal of the Month

 Target:        CompleTel Europe NV                                                   Announced:           17 September 2007
 Bidder:        Altice B2B France                                                     Deal value:          EUR 273m
 Seller:                                                                              Deal nature:         Recommended




Structure                                                                          •     It represents a premium of 1.46% to CompleTel’s closing
                                                                                         price of EUR 34.99 on 14 September 2007, the last
•     Altice B2B France, a company 51% held by the Altice
                                                                                         trading day prior to the formal announcement.
      group and 49% by Cinven, has launched a bid to acquire
      CompleTel Europe NV, the listed French enterprise                            •     It represents a premium of 14.41% to CompleTel’s
      telecommunications operator.                                                       closing price of EUR 31.03 on 29 August 2007, last
                                                                                         trading day before the announcement that Altice and
•     The transaction will be conducted via a simplified public
                                                                                         Cinven were to acquire a 55% stake and launch a
      offer.
                                                                                         subsequent simplified public offer.

Terms
                                                                                   Rationale
•     CompleTel shareholders will receive EUR 35.50 cash per
                                                                                   •     Altice B2B France holds 65.44% of CompleTel.
      share held.

•     The offer values the entire share capital of CompleTel at
      EUR 660m.                                                                    Conditions
                                                                                   •     Unconditional
•     The offer values the 34.56% of CompleTel not owned by
      Altice B2B France at EUR 228m.



                                Exit Multiples Y/E 06                                                                  Premium Analysis
                                    Multiples                     Value (EURm)               Offer price per share (EUR)       EUR 35.5

 Revenue                               3.0 x                            233                  1 day before                      1.46%
 EBITDA                               44.6 x                            16                   1 month before                    34.47%
 EBIT                                    -                              -31                  1 day after                       1.28%
 Earnings                                -                              -38                  Pre-rumour


 Advisers
 Target                                                                          Bidder
 Financial                Morgan Stanley                                         Financial                     HSBC Bank
                          RBC Capital Markets                                                                  Ricol et Lasteyrie et Associes
                                                                                                               CALYON
 Legal                    Jones Day                                              Legal                         Jeantet Associes
 PR                                                                              PR


Mergermarket/dealReporter Intelligence
31-Aug-07                 Completel public offer to follow quickly after 34% stake purchase, source says
28-Nov-06                Completel does not exclude sale if price matches shareholders will, source says; potential bidders: Belgacom, BT, Noos-Numericable and
                         Iliad




                                                                                                                                  Monthly M&A Report – 83
                                                                                                                                                    France




Top Deals

Top 15 French Announced Deals for YTD 30 September 2007
Announced      Status    Target Company         Sector           Bidder Company       Seller Company                  Exit Multiples (x)          Bid Premia    Deal Value
                                                                                                              Revenue     EBITDA           P/E   1-day before    (EURm)

19-Apr-07         P      Eiffage SA (66.68%     Construction     Sacyr                                          1.9         12.9       24.1        -6.1%         17,537
                         stake)                                  Vallehermoso SA
18-Jan-07         C      Assurance Generales Financial           Allianz SE                                     n/a         n/a        12.3         1.2%         10,249
                         de France (42.40%   Services
                         stake)
3-Jul-07          P      Groupe Danone SA       Consumer         Kraft Foods Inc      Groupe Danone SA          2.7         13.6                      -           5,300
                         (Biscuits and Cereal
                         products business)
22-Jan-07         C      Vivarte SA             Consumer         Charterhouse         BNP Paribas SA;           1.5                                   -           3,500
                                                                 Capital Partners     PAI Partners; and
                                                                                      Sagard Private Equity
                                                                                      Partners
20-Apr-07         C      Saur Group             Industrials &    AXA Investment       PAI Partners                                                    -           2,484
                                                Chemicals        Managers; Caisse
                                                                 des Depots et
                                                                 Consignations;
                                                                 and Seche
                                                                 Environnement SA
8-Aug-07          P      Elis                   Business         Eurazeo SA           PAI Partners              2.4                                   -           2,280
                                                Services
8-Mar-07          P      Compagnie Generale Pharma,              Sante Holdings Srl                             1.3         10.1           7.3      1.6%          1,761
                         de Sante SA (75%   Medical &
                         stake)             Biotech
23-Mar-07         C      Camaieu SA             Consumer         Cinven Ltd           AXA Private Equity        2.7         10.6       19.9         1.5%          1,487
17-May-07         P      Kaufman & Broad SA Construction         PAI Partners                                   1.1         8.2        14.6        -9.2%          1,391
15-Jan-07         C      Foncia Groupe SA       Financial        Le Groupe Banque     SEIP                      3.2         19.4       31.7        11.1%          1,378
                                                Services         Populaire
29-Jun-07         P      Nexity Initiale SAS    Financial        Caisse Nationale                               n/a         n/a        12.9        16.0%          1,366
                         (38.20% stake)         Services         des Caisses
                                                                 d'Epargne et de
                                                                 Prevoyance
19-Jul-07         C      Groupe Louis           Other            Robert Louis                                                                         -           1,034
                         Dreyfus SA (38.30%                      Dreyfus (Private
                         stake)                                  Investor)
30-Jul-07         P      OGF SA                 Consumer         Astorg Partners      Vestar Capital            1.3                                   -            780
                                                                                      Partners
27-Feb-07         C      Cofiroute SA            Transportation Vinci SA               Eiffage SA                                                      -            760
                         (17.10% stake)
5-Jun-07          P      Diana Ingredients      Industrials &    AXA Private Equity   Cognetas LLP              2.8                                   -            710
                                                Chemicals
C = Completed; P = Pending; L = Lapsed                                                                                                                 Source: mergermarket


Top 5 French Announced Deals of the Month (September 2007)
Announced      Status    Target Company         Sector            Bidder Company      Seller Company                  Exit Multiples (x)          Bid Premia    Deal Value
                                                                                                              Revenue     EBITDA           P/E   1-day before    (EURm)

17-Sep-07         P      CompleTel Europe       TMT               Altice B2B          PAI Partners              3.0         44.6      (Loss)        1.5%           273
                         NV                                       France
6-Sep-07          P      Societe Holding        Industrials &     Entreprise H.                                                                       -            234
                         Fabre (43.88%          Chemicals         Reinier
                         stake)
7-Sep-07          C      Electricite de         Energy, Mining    Electricite de      Elektrizitaets-           2.4         9.9            0.3      0.3%           150
                         Strasbourg (13.78%     & Utilities       France SA           Gesellschaft
                         stake)                                                       Laufenburg AG
21-Sep-07         P      Meilleurtaux SA        TMT               Oterom Holding      Edmond de                 3.1                    97.6         9.8%           139
                                                                                      Rothschild
                                                                                      Investment Partners;
                                                                                      Galileo Partners;
                                                                                      Ventech
28-Sep-07         P      Orphan Europe          Pharma,           Recordati SpA                                 3.4                                   -            135
                                                Medical &
                                                Biotech
C = Completed; P = Pending; L = Lapsed                                                                                                                 Source: mergermarket




                                                                                                                                      Monthly M&A Report – 84
                                                                                                                                        France




Expected Deals

Pipeline of French Expected Deals
Situation   Target Company     Sector            Potential Bidder   Seller       Financial       Market Cap/   Comments
                                                 Company            Company      Advisor          Est. Value
                                                                                                   (EURm)
Rumoured    Carrefour SA       Consumer          Undisclosed                                       35,273      Unconfirmed takeover target for leveraged
Takeover                                         Bidder                                                        buy-out.
Target
Rumoured    Air Liquide SA     Industrials &     Permira;                                          23,281      Listed French industrial gases specialist Air
Takeover                       Chemicals         Carlyle; or KKR                                               Liquide could have attracted the interest of
Target                                                                                                         private equity houses Permira and Carlyle.
                                                                                                               KKR has also been mentioned as a potential
                                                                                                               bidder.
Rumoured    Vallourec Group    Industrials and   Gazprom                                           10,104      Vallourec, the listed France based steel
Takeover    SA                 Chemicals                                                                       tubes manufacturer, is prepared to accept
Target                                                                                                         a cash takeover bid of approximately EUR
                                                                                                               280 (USD 389) per share from Gazprom, thw
                                                                                                               listed Russia based oil and gas exploration
                                                                                                               and production company, a Daily Mail market
                                                                                                               report said. The article noted speculation that
                                                                                                               Vallourec is in late-stage negotiations with
                                                                                                               Gazprom regarding a potential bid for the
                                                                                                               group. The two companies had preliminary
                                                                                                               discussions several months ago when
                                                                                                               Vallourec's share price was at approximately
                                                                                                               EUR 224, the report said.
Rumoured    Hermes             Consumer          LVMH                                              8,078       Hermes, the French listed luxury group,
Takeover    International SA                                                                                   has seen rumours of potential interest from
Target                                                                                                         competitor LVMH.
Rumoured    Technip            Industrials &     Saipem                          Mediobanca;       6,546       Saipem may still be interested in acquiring
Takeover                       Chemicals                                         Merrill Lynch                 listed French energy and offshore oil services
Target                                                                                                         company Technip, said two sector bankers
                                                                                                               who are not directly involved in the process.
                                                                                                               They both said their understanding was that
                                                                                                               Saipem, the listed Italian energy and offshore
                                                                                                               oil services company, is still interested
                                                                                                               in acquiring Technip and that the Italian
                                                                                                               company has appointed Mediobanca and
                                                                                                               Merrill Lynch as advisors in order to work on
                                                                                                               the Technip dossier.
Rumoured    Aeroports de       Transportation                       French                         6,423       Aeroports de Paris [ADP], the listed French
Takeover    Paris                                                   government                                 Paris airports operator, could be sold by the
Target                                                                                                         French government. The French government
                                                                                                               could decide to dispose of its 68.4% stake in
                                                                                                               ADP once the presidential elections are over.
Rumoured    Clarins            Consumer          Johnson &                                         2,603       Clarins was subject to bid speculation
Takeover                                         Johnson;                                                      following the news that founder Jacques
Target                                           Procter &                                                     Courtin, chairman of Clarin's supervisory
                                                 Gamble;                                                       board, died aged 85. The Courtin family holds
                                                 Beiersdorf AG;                                                65.15% in Clarins.
                                                 Estee Lauder
                                                 Companies Inc;
                                                 and Shiseido
                                                 Co. Ltd.




                                                                                                                          Monthly M&A Report – 85
                                                                                                                                     France




Expected Deals

Situation   Target Company   Sector            Potential Bidder   Seller      Financial       Market Cap/   Comments
                                               Company            Company     Advisor          Est. Value
                                                                                                (EURm)
Rumoured    Soitec           TMT               Intel Corp                                       1,508       Soitec, the listed French chips maker, saw
Takeover                                                                                                    its shares rise by 8.69% on rumours that
Target                                                                                                      California-based player Intel could make an
                                                                                                            offer for the company, Le Figaro reported.
                                                                                                            The report noted that 4.25m shares were
                                                                                                            traded on 02 May. On 10 May Le Figaro cited
                                                                                                            Soitec chairman Andre-Jacques Auberton-
                                                                                                            Herve as saying that the rumours were
                                                                                                            already ongoing last year and repeated that
                                                                                                            Intel was a client of Soitec and denied it was
                                                                                                            in talks with Intel regarding a takeover of the
                                                                                                            company
Rumoured    Geodis SA        Business          Butler Capital                 Lazard; BNP       1,137       Lazard and BNP Paribas are understood to
Takeover                     Services          Partners                       Paribas                       have been appointed to conduct a strategic
Target                                                                                                      review of Geodis, the listed French logistics
                                                                                                            services provider,, weekly La Lettre de
                                                                                                            L’Expansion reported. The unsourced report
                                                                                                            said that Geodis could be considering altering
                                                                                                            the assets of the company or even modifying
                                                                                                            its shareholder structure. According to the
                                                                                                            report, the top management of SNCF, the
                                                                                                            43% owner of Geodis, does not agree on the
                                                                                                            potential sale of the unit. Private equity house
                                                                                                            Butler Capital Partners is however believed
                                                                                                            to have expressed an interest. The report
                                                                                                            noted that Butler already owns Sernam, a
                                                                                                            competitor of Geodis.
Rumoured    AREVA SA         Industrials and   EDF, Total,        French     HSBC,              1,011       French president Nicolas Sarkozy has asked
Takeover                     Chemicals         Alstom             government McKinsey,                      for a strategic review of the nuclear energy
Target                                                                       Bain, Calyon,                  sector in France, daily Les Echos reported.
                                                                             Lazard, Banca                  The unsourced report said that HSBC and
                                                                             Leonardo,                      consulting group McKinsey have been
                                                                             Goldman                        mandated to review options for Areva,
                                                                             Sachs                          the state-owned nuclear energy specialist,
                                                                                                            alongside Agence des participations de l'Etat
                                                                                                            (APE), the firm that groups together the
                                                                                                            participation of the French government in
                                                                                                            corporate companies. The aim of the review
                                                                                                            was to explore all possible options, including
                                                                                                            reducing the stake of the government in
                                                                                                            Areva to less than 50%, and a potential
                                                                                                            alliance with electricity group EDF or oil
                                                                                                            group Total. Meantime, Areva could tie-up
                                                                                                            with Alsom. Bain, Calyon and Lazard are
                                                                                                            advising Areva on this potential deal, weekly
                                                                                                            Challenges reported.
Expected    Groupe           Leisure           Michel Ohayon Financiere       Credit Suisse      815        "Patrick Partouche, the chairman of listed
Deal        Partouche SA                       (Private         Partouche                                   French casino group Groupe Partouche, today
                                               Investor);                                                   confirmed that he is in talks with Las Vegas-
                                               Stephane                                                     based MGM Mirage and other major casinos
                                               Courbit;                                                     operators. He said there is no sale timetable
                                               Endemol                                                      but he does want to participate in industry
                                               France; PPM                                                  consolidation. He also confirmed that the
                                               Capital Limited;                                             group is reviewing its real estate assets.
                                               and Cinven Ltd
Expected    Cegid SA         TMT               The Sage           Apax        Lazard             396        Sage, the UK software group, as well as the
Deal                                           Group plc;         Partners;                                 US private equity firms Hellman & Friedman
                                               Hellman &          Eurazeo SA;                               LLC and M2M Holdings Inc are seen as
                                               Friedman           and ICMI                                  the most likely bidders for listed French
                                               LLC; or M2M                                                  software maker Cegid. Cegid’s three largest
                                               Holdings Inc.                                                shareholders, ICMI (20.09%), which is
                                                                                                            controlled by Cegid’s chairman Jean-Michel
                                                                                                            Aulas, Apax Partners (17.07%) and Eurazeo
                                                                                                            (9.09%) were described as sellers by one
                                                                                                            source familiar with the situation. Aulas
                                                                                                            is almost 60, the founder of the company
                                                                                                            but also the president of the football club
                                                                                                            Olympique Lyonnais and he came to the
                                                                                                            decision that it was time to sell.




                                                                                                                       Monthly M&A Report – 86
                                                                                                                                                                France




League Tables

Top 15 Financial Advisors

Ranked by Value                                                                                Ranked by Volume
  YTD 30-       House                                            Value          Deal             YTD 30-        House                                           Value          Deal
  Sep-2007                                                       € (m)         Count             Sep-2007                                                       € (m)         Count
       1        BNP Paribas                                      63,383          47                   1        Rothschild                                       41,477          56
       2        JPMorgan                                         57,928          22                   2        BNP Paribas                                      63,383          47
       3        Goldman Sachs                                    56,044          17                   3        Lazard                                           44,343          27
       4        Lazard                                           44,343          27                   4        JPMorgan                                         57,928          22
       5        Rothschild                                       41,477          56                   5        Ernst & Young                                    7,664           22
       6        Citigroup                                        41,019          15                   6        UBS                                              31,907          19
       7        CALYON                                           34,432          18                   7        CALYON                                           34,432          18
       8        UBS                                              31,907          19                   8        Aforge Finance                                   2,975           18
       9        Morgan Stanley                                   25,311          13                   9        SG                                               2,484           18
      10        ABN AMRO                                         22,216          17                  10        Goldman Sachs                                    56,044          17
      11        Natixis                                          19,874           5                  11        ABN AMRO                                         22,216          17
      12        Lehman Brothers                                  19,803           8                  12        Citigroup                                        41,019          15
      13        Perella Weinberg Partners                        18,272           3                  13        HSBC Bank                                        5,722           15
      14        Dresdner Kleinwort                               11,243           5                  14        PricewaterhouseCoopers                           1,419           14
      15        Deutsche Bank                                    10,247          11                  15        Morgan Stanley                                   25,311          13
                                                                   Source: mergermarket                                                                           Source: mergermarket

The Financial adviser league tables by value and volume have been run from 01 January 2007 to 30 September 2007 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 France.




Top 15 Legal Advisors

Ranked by Value                                                                                Ranked by Volume
  YTD 30-       House                                            Value          Deal             YTD 30-        House                                           Value          Deal
  Sep-2007                                                       € (m)         Count             Sep-2007                                                       € (m)         Count
       1        Bredin Prat                                      59,968          33                   1        Linklaters                                       26,015          43
       2        Darrois Villey Maillot Brochier                  42,386           6                   2        Bredin Prat                                      59,968          33
       3        Sullivan & Cromwell                              30,853           6                   3        CMS                                              20,551          33
       4        Cleary Gottlieb Steen & Hamilton                 26,021          29                   4        Cleary Gottlieb Steen & Hamilton                 26,021          29
       5        Linklaters                                       26,015          43                   5        Clifford Chance                                  22,920          28
       6        Allen & Overy                                    23,833          26                   6        Latham & Watkins                                 6,401           28
       7        Clifford Chance                                  22,920          28                   7        Allen & Overy                                    23,833          26
       8        Hengeler Mueller                                 21,746           9                   8        SJ Berwin                                        3,767           25
       9        CMS                                              20,551          33                   9        White & Case                                     7,543           24
      10        Garrigues                                        20,036           5                  10        EY Law                                           5,981           24
      11        Jeantet Associes                                 19,363           6                  11        Gide Loyrette Nouel                              5,237           22
      12        Loyens & Loeff                                   18,055           5                  12        Willkie Farr & Gallagher                         15,753          21
      13        Willkie Farr & Gallagher                         15,753          21                  13        Jones Day                                        15,625          19
      14        De Brauw Blackstone Westbroek                    15,660           8                  14        Freshfields Bruckhaus Deringer                    12,761          18
      15        Jones Day                                        15,625          19                  15        Baker & McKenzie                                 5,636           18
                                                                   Source: mergermarket                                                                           Source: mergermarket

The Legal adviser league tables by value and volume have been run from 01 January 2007 to 30 September 2007 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 France.




                                                                                                                                                 Monthly M&A Report – 87
                                                                                                                                                                    France



League Tables


Activity Table of Private Equity Firms on French Buyouts

Ranked by Value                                                                                   Ranked by Volume
  YTD 30-        House                                             Value          Deal              YTD 30-        House                                             Value          Deal
  Sep-2007                                                         € (m)         Count              Sep-2007                                                         € (m)         Count
       1        Charterhouse Capital Partners                      3,500            1                    1         Credit Agricole Private Equity                      23             5
       2        Caisse des Depots et Consignations                 2,484            1                    2         LBO France                                         640             4
       3        Eurazeo                                            2,280            2                    3         Barclays Private Equity                            360             4
       4        Cognetas                                           2,110            2                    4         MBO Partenaires                                     10             4
       5        Cinven                                             1,760            2                    5         Astorg Partners                                   1,280            3
       6        Vestar Capital Partners                            1,560            1                    6         AXA Private Equity                                 800             3
       7        PAI Partners                                       1,391            1                    7         21 Investimenti                                    227             3
       8        Astorg Partners                                    1,280            3                    8         Uni Expansion Quest                                 48             3
       9        AXA Private Equity                                  800             3                    9         Argos Soditic                                       47             3
      10        Sagard Private Equity Partners                      690             1                   10         Eurazeo                                           2,280            2
                                                                     Source: mergermarket                                                                              Source: mergermarket

The Private Equity buyout activity tables by value and volume are based on privare equity firms advising the bidder on buyout deals where the dominant geography of the target company is
France. The tables by value and volume have been run from 01 January 2007 to 30 September 2007 and exclude lapsed and withdrawn deals.




Activity Table of Private Equity Firms on French Exits

Ranked by Value                                                                                   Ranked by Volume
  YTD 30-        House                                             Value          Deal              YTD 30-        House                                             Value          Deal
  Sep-2007                                                         € (m)         Count              Sep-2007                                                         € (m)         Count
       1        PAI Partners                                       8,264            3                    1         Barclays Private Equity                            964             5
       2        Sagard Private Equity Partners                     4,100            2                    2         Edmond de Rothschild Investment Partners           179             5
       3        AXA Private Equity                                 1,784            2                    3         Apax Partners                                      495             4
       4        Vestar Capital Partners                            1,560            1                    4         PAI Partners                                      8,264            3
       5        Cognetas                                           1,420            1                    5         Chequers Capital Partners                           75             3
       6        Barclays Private Equity                             964             5                    6         Sagard Private Equity Partners                    4,100            2
       7        Inbro                                               650             1                    7         AXA Private Equity                                1,784            2
       8        Patron Capital                                      615             1                    8         The Carlyle Group                                  224             2
       9        Cobalt Capital                                      600             1                    9         Quartus                                             88             2
      10        One Equity Partners LLC                             565             1                   10         Caravelle Group                                     63             2
                                                                     Source: mergermarket                                                                              Source: mergermarket


The Private Equity exit activity tables by value and volume are based on privare equity firms advising the vendor on exit deals where the dominant geography of the target company is France.
The tables by value and volume have been run from 01 January 2007 to 30 September 2007 and exclude lapsed and withdrawn deals.




                                                                                                                                                     Monthly M&A Report – 88
                                                                                                                                                                                                                    France




Trend Graphs

French M&A Quarterly Trend
Value                                                                                                                     Volume
            80,000                                                                                                                         200


            70,000


            60,000                                                                                                                         150




                                                                                                                         Number of Deals
Value €m




            50,000


            40,000                                                                                                                         100


            30,000


            20,000                                                                                                                          50


            10,000


                    0                                                                                                                        0
                         Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3                                                                  Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3
                        2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007                            2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007



                                                                                                                                                                                                                                    Moving
                                                                                                                                                                                                                                    average
                                                                                                                                                                                                                                    trend line




French M&A Quarterly Private Equity Trend
Value                                                                                                                     Volume
           15,000
                                                                                                                                           70



                                                                                                                                           60
           12,000


                                                                                                                                           50
                                                                                                                         Number of Deals




            9,000
Value €m




                                                                                                                                           40



            6,000                                                                                                                          30



                                                                                                                                           20
            3,000

                                                                                                                                           10


               0
                     Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3                                                               0
                    2003200320032003200420042004200420052005200520052006200620062006200720072007                                                  Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3
                                                                                                                                                 2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007


                                                                                                    France Buyouts
                                                                                                                                                                                                                               France Buyouts
                                                                                                    France Exits
                                                                                                                                                                                                                               France Exits




                                                                                                                                                                                                  Monthly M&A Report – 89
                                                                                                                                                                                         France



Trend Graphs


French M&A Annual Trends
Value                                                                                                  Volume
             150,000                                                                                                        600



                                                                                                                            500
             120,000


                                                                                                                            400




                                                                                                       Number of Deals
              90,000
Value €m




                                                                                                                            300

              60,000
                                                                                                                            200


              30,000
                                                                                                                            100



                  0                                                                                                             0
                          2003             2004          2005          2006                2007 YTD                                        2003             2004           2005          2006                2007 YTD




                                                                                      All France M&A                                                                                                     All France M&A

                                                                                      France Buyouts                                                                                                     France Buyouts

                                                                                      France Exits                                                                                                       France Exits




French M&A Sector Breakdown 2007 YTD
Value                                                                                                  Volume
                              2.6%                                                                                                                 <1%
                                                                                                                                           1.8%       <1%
                       1.5%          <1%
                                           9.7%                                                                                            3.61%
                                                                 Industrials & Chemicals                                            5.6%                                           Industrials & Chemicals
                                                                                                                                                                   20.2%
                                                                 Consumer                                                                                                          Consumer
                                                                                                                         5.6%
                                                                 TMT                                                                                                               TMT
28.5%                                                    17.3%   Business Services                                                                                                 Business Services
                                                                                                       7.9%
                                                                 Pharma/Medical/Biotech                                                                                            Pharma/Medical/Biotech

                                                                 Financial Services                                                                                                Financial Services

                                                                 Leisure                                                                                                           Leisure
                                                         4..7%
                                                                                                             8.4%
                                                                 Construction                                                                                                      Construction
                                                                                                                                                                           18.4%
           1.1%                                      4.9%        Transport                                                                                                         Transport

                                                                 Energy/Mining/Utilities                                                                                           Energy/Mining/Utilities
                                                  5.4%
                                                                                                                                12.2%
                                                                 Defence                                                                                                           Defence
                               23.6%                                                                                                                    15.6%
                                                                                                                                                                                   Agriculture




                                                                                                                                                                           Monthly M&A Report – 90
                                                                                                                                                                                                                 France




Mid Market Deals

Top 10 French Announced Mid Market Deals YTD 30 September 2007
(EUR 10m to EUR 250m)
   Announced             Status      Target Company              Sector                Bidder Company                                 Seller Company                        Exit Multiples (x)                Bid Premia       Deal Value
                                                                                                                                                                   Revenue        EBITDA           P/E           1-day          (EURm)
                                                                                                                                                                                                                before
   23-Jul-07                P        The Marathon                TMT                   De Agostini                                    La Financiere Hera              3.0           10.4                            -              250
                                     Group                                             Communications S.A
   6-Sep-07                 P        Societe Holding             Industrials &         Entreprise H. Reinier                                                                                                        -              234
                                     Fabre (43.88%               Chemicals
                                     stake)
   27-Mar-07                C        Erisa (50.01%               Financial             HSBC France                                    Swiss Life Holding                                                            -              229
                                     stake); and Erisa           Services
                                     IARD (50.01%
                                     stake)
   6-Jul-07                 C        Sequana Capital             Financial             Danielle Lebard                                IFIL - Finanziaria di           0.3            8.0          420.0          -6.6%             227
                                     (21.90% stake)              Services              Management                                     Partecipazioni SpA
                                                                                       Development SA
   23-Apr-07                C        Cartesis SA                 TMT                   Business Objects SA                            Advent Venture                  2.3                                           -              225
                                                                                                                                      Partners; Apax
                                                                                                                                      Partners;
                                                                                                                                      and Partech
                                                                                                                                      International
   6-Mar-07                 C        Kadeos                      Consumer              Accor Services                                 PPR SA                                                                        -              210
   14-Jun-07                C        Webhelp SA                  Business              Astorg Partners                                Barclays Private                3.3                                           -              200
                                                                 Services                                                             Equity Limited
   31-May-07                P        Entrepose                   Construction          Vinci SA                                       Ciclad                          0.6           11.0          28.9              -              200
                                     Contracting
                                     (94.83% stake)
   30-Mar-07                C        SCI Paul Cezanne            Financial             Societe Fonciere                               Predica                                                                       -              199
                                     (50% stake)                 Services              Lyonnaise SA                                   Assurances De
                                                                                                                                      Personnes
   3-May-07                 C        Negma - Labo Eur            Pharma,               Wockhardt Limited                              Ifrah Finance SA                1.8            9.7                            -              196
                                     Pour Recherche              Medical &
                                     Son Appl                    Biotech
   C = Completed; P = Pending; L = Lapsed                                                                                                                                                                           Source: mergermarket




French M&A Quarterly Mid Market Trend
Value                                                                                                                Volume
           4,000                                                                                                                         60


           3,500
                                                                                                                                         50

           3,000

                                                                                                                                         40
                                                                                                                    Number of deals




           2,500
Value €m




           2,000                                                                                                                         30


           1,500
                                                                                                                                         20

           1,000

                                                                                                                                         10
            500


              0                                                                                                                           0
                    Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3                                                                    Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3
                   2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007                              2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007




                                                                                                                                                                                                                                 Moving
                                                                                                                                                                                                                                 average
                                                                                                                                                                                                                                 trend line




                                                                                                                                                                                               Monthly M&A Report – 91
                                                                                                                                                                  France




Mid Market League Tables

Top 10 Mid Market Financial Advisors –                                                        Top 10 Mid Market Legal Advisors –
French                                                                                        French
(EUR 10m to EUR 250m)                                                                         (EUR 10m to EUR 250m)

  YTD 30-        House                                              Value           Deal        YTD 30-        House                                              Value           Deal
  Sep-2007                                                          € (m)          Count        Sep-2007                                                          € (m)          Count
 Value:                                                                                        Value:
       1         Rothschild                                         3,039            27              1         Linklaters                                         1,774            15
       2         BNP Paribas                                        2,237            17              2         EY Law                                             1,561            14
       3         Lazard                                             1,150            10              3         Clifford Chance                                    1,135            12
       4         SG                                                   970            10              4         Gide Loyrette Nouel                                1,052            11
       5         Deutsche Bank                                        881             6              5         CMS                                                1,012            15
       6         ABN AMRO                                             809             4              6         Cleary Gottlieb Steen & Hamilton                     978            11
       7         PricewaterhouseCoopers                               771             7              7         Bredin Prat                                          874             9
       8         CALYON                                               724             5              8         SJ Berwin                                            775             9
       9         Ernst & Young                                        710             7              9         Latham & Watkins                                     714            10
      10         Aforge Finance                                       695             8             10         Allen & Overy                                        692             9
 Volume:                                                                                       Volume:
       1         Rothschild                                         3,039            27              1         Linklaters                                         1,774            15
       2         BNP Paribas                                        2,237            17              2         CMS                                                1,012            15
       3         Lazard                                             1,150            10              3         EY Law                                             1,561            14
       4         SG                                                   970            10              4         Clifford Chance                                    1,135            12
       5         Aforge Finance                                       695             8              5         Gide Loyrette Nouel                                1,052            11
       6         PricewaterhouseCoopers                               771             7              6         Cleary Gottlieb Steen & Hamilton                     978            11
       7         Ernst & Young                                        710             7              7         Latham & Watkins                                     714            10
       8         Deutsche Bank                                        881             6              8         Bredin Prat                                          874             9
       9         Close Brothers Group                                 605             6              9         SJ Berwin                                            775             9
      10         CALYON                                               724             5             10         Allen & Overy                                        692             9
                                                                      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
2007 to 30 September 2007 and exclude lapsed and withdrawn deals. The tables cover all        2007 to 30 September 2007 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 France.   sectors and are based on the geography of either the target, bidder or seller being France.




                                                                                                                                                  Monthly M&A Report – 92
Italy


Intesa Sanpaolo sells 198 branches:                               Gemina, target and bidder:
•   Following the merger of Banca Intesa and Sanpaolo early       •   Gemina, the listed Italian holding company is presently in
    this year, the disposal of Intesa Sanpaolo’s branches to an       the process of buying a 45% stake in AdR, the company
    Italian banking consortium made up of four Italian banks,         that controls Rome’s airports, from Macquarie, the listed
    Carige, Creval, Banca Popolare di Bari and Veneto Banca           Australian investment bank.
    was taken in response to the 20 December 2006 decision
                                                                  •   Gemina, is also in the crosshairs of Clessidra, the private
    of the Italian Competition Authority (AGCM) which aimed
                                                                      equity fund which is interested in acquiring a 4-5% stake
    to defuse monopoly concerns over the merger.
                                                                      in the holding, according to sources. Clessidra may bid
•   The deal was worth €1.9bn, resulting in a capital gain            €150m-200m to take a stake directly in Gemina. The
    of an equal amount in the consolidated statement                  private equity firm is willing to participate in the capital
    of income. This amount may be subject to a price                  increase, which is set to start in October, in order to
    adjustment in relation to direct and indirect customer            become a direct shareholder of Gemina.
    deposits as on the sale date of the branches involved.
                                                                  •   However, a price has not yet been decided, as Clessidra
•   Following the terms of the agreement, Intesa Sanpaolo             is waiting to see what the conditions of the capital
    will sell 78 branches based in the Italian provinces of           increase will be. It has been reported that Gemina’s
    Torino (14), Aosta (1), Como (19), Pavia (6), Venezia (18),       capital increase is likely to be in the region of €800m
    Padova (15), Rovigo (1) and Sassari (4) to Banca Carige.          rather than the €1.25bn initially proposed.

•   Secondly, 43 branches will be sold to Banca Popolare di
    Bari for €181.35m in the provinces of Pesaro (2), Terni       Alitalia: Sale outcome is not clear yet after the
    (11), Napoli (15), Caserta (10) and Brindisi (5).             first failed auction.
•   Thirdly, 35 branches will be acquired by Credito              •   The Italian market is going through a downturn in terms
    Valtellinese for €394.93m in the provinces of Torino (19),        of M&A growth due to the current credit market turmoil.
    Alessandria (4) and Pavia (12).                                   In spite of this, the Italian treasury is trying to sell the
                                                                      “struggling” listed Italian airline Alitalia, which was more
•   Finally, 42 branches will be sold to Veneto Banca for
                                                                      than €1bn in debt at the beginning of January 2007. The
    €328.15m in the provinces of Imperia (5), Venezia (18),
                                                                      troubled sale began when Consob, the Italian financial
    Padova (7), Udine (9) and Rovigo (3).
                                                                      watchdog, pressurised the airline to clarify its financial
                                                                      situation, which amounted to a loss of €380m in 2006.
The completion of this deal creates one of
                                                                  •   The earlier auction, in which Italy was seeking a buyer
Italy’s largest banks.                                                for its 49.9 % percent stake and which was launched
•   Moving back to the deal situation itself, according to            at the beginning of the year, collapsed in July when all
    Intesa Sanpaolo’s CEO, the bank does not intend to make           the potential suitors withdrew. After difficult months
    large acquisitions but market rumours see Banca Marche,           of negotiation, Russian airline Aeroflot and investment
    the Italian regional bank, as a perfect fit for Intesa’s           fund TPG withdrew, blaming government-imposed
    development strategy. Banca Marche, is also being eyed            preconditions. The listed Italian airline Air One, the last
    by three other financial groups. The Italian insurer Unipol,       remaining bidder, also pulled out.
    Italian banking group Monte Paschi Siena, and the French
                                                                  •   One of the main reasons which resulted in the
    Credit Agricole, seem to be interested in acquiring it.
                                                                      breakdown of the auction process were the overly-
    According to sources, a decision by the Marche Board
                                                                      stringent conditions imposed upon Alitalia by the Italian
    could be taken in the first half of October and Intesa
                                                                      government. Some of the conditions imposed by the
    Sanpaolo seems to be the favourite bidder.
                                                                      Italian government included that the buyer would have
                                                                      to protect Alitalia’s employees and maintain the carrier’s
                                                                      Italian identity and existing routes.



                                                                                                      Monthly M&A Report – 93
                                                                                                                   Italy



Italy



•   At the beginning of August, the Italian Government               •   Hera (the utility company of the city of Bologna), is still
    appointed Maurizio Prato as the new Alitalia chairman                evaluating a possible merger with either Iride or Acea,
    following Berardino Libonati’s resignation after failure             the two listed Italian utilities, while Acea is considering
    of the auction. The ministry said that Prato will be given           a merger with Hera and possibly Iride.A person familiar
    wide-ranging powers in order to elaborate proposals on               with Hera said that Hera is likely to gain more synergies
    how to sell the airline and quickly identify industrial and          from a merger with Iride rather then Acea. The source
    financial parties available to acquire the company. The               claimed that a merger with Iride would give an increased
    airline is seeking to complete the sale in the shortest              EBITDA of 7%, while a merger with Acea would give an
    possible timeframe, and it was decided that any potential            increase of 6%.
    bidder for Alitalia would benefit from a capital increase
                                                                     •   A source close to Acea believed that in the end, Hera will
    package. Furthermore, Prato’s industrial plan could
                                                                         choose Acea as its merger partner. A merger between
    include the disposal of some of the company’s assets.
                                                                         Hera and Acera would create a group with a market cap
•   In order to do so, the government is currently evaluating            of about €5.5bn, and would in turn, be the number two
    the possibility of a €1.5 billion capital increase that will         utility in Italy after AEM/ASM, the person close to Hera
    see a new buyer taking over the airline. However, it is              said.
    not clear yet how the sale process will be structured. The
                                                                     •   It is not clear whether these transactions are going
    key here is whether the treasury will decide to finance
                                                                         to happen. However, there are several indicative
    the capital increase and then sell the stake to a buyer or
                                                                         occurrences which suggest that the Italian utilities
    whether it will sell the right of capital increase to a buyer.
                                                                         market is moving towards a phase of consolidation in the
                                                                         forthcoming 6 months.
Italian Utilities continue to merge
•   Consolidation within the Italian utility sector is currently
    taking place according to Paolo Corsini, the mayor of
    the city of Brescia. He commented that M&A within
    the sector could continue, namely through the potential
    merger of listed utility companies ASM Brescia and AEM
    Milano.

•   A merged ASM Brescia and AEM Milano could also
    link up with Iride (Italian NORD-OVEST utilities created
    through the merger of AEM Torino and l`AMGA di
    Genova) said Corsini. The city of Brescia is a majority
    shareholder in ASM Brescia.




                                                                                                        Monthly M&A Report – 94
                                                                                                                            Italy




Deal of the Month

 Target:       FL Selenia SPA                                        Announced:                   20 September 2007
 Bidder:       Petroliam Nasional Berhad                             Approximate Deal value:      EUR 1,000m
 Sellers:      Kohlberg Kravis Roberts & Co                          Deal nature:                 Recommended




•    Petroliam Nasional Berhad (Petronas), the Malaysian                   •      KKR had previously acquired Selenia in November 2005
     state-owned oil and gas corporation, has agreed to                           for EUR 835m. Post acquisition, Petronas has agreed to
     acquire FL Selenia SPA, the Italian lubricants and                           retain the current management. FL Selenia’s expertise
     functional fluids manufacturer and supplier for the                           and geographic focus is complementary with PETRONAS’
     automotive industry, from Kohlberg Kravis Roberts                            existing lubricants business, which also give a better
     & Co (KKR), the US based private equity firm, for a                           position to further penetrate the high growth Asian
     consideration of approximately EUR 1,000m.                                   lubricants markets. The transaction, which is subject
                                                                                  to regulatory approval, is expected to be closed by 30
                                                                                  November 2007.



Advisers
Target                                                                   Bidder
Financial      -                                                         Financial       Dresdner Kleinwort
Legal          Studio Labruna Mazziotti Segni                            Legal           Cleary Gottlieb Steen & Hamilton
PR             PMS                                                       PR
               Finsbury Group
               Hering Schuppener Consulting


 mergermarket/dealReporter Intelligence
 20-Sep-07     FL Selenia’s EUR 140m FRN to be repaid, source says




                                                                                                                    Monthly M&A Report – 95
                                                                                                                                                Italy




Top Deals

Top 15 Italian Announced Deals YTD 30 September 2007
Announced    Status   Target Company          Sector           Bidder Company        Seller Company               Exit Multiples (x)          Bid Premia    Deal Value
                                                                                                          Revenue     EBITDA           P/E   1-day before    (EURm)

20-May-07      C      Capitalia SpA           Financial        UniCredit Group                              n/a         n/a        18.8         5.6%         22,133
                                              Services
21-May-07      L      Banca Popolare dell'    Financial        Banca Popolare di                            n/a         n/a        13.7         8.0%          5,641
                      Emilia Romagna          Services         Milano Scrl
19-Feb-07      C      Beni Stabili SpA        Financial        Groupe Fonciere                              n/a         n/a        16.7        17.5%          5,319
                                              Services         des Regions
12-Mar-07      C      Fastweb SpA             TMT              Swisscom AG                                  3.8         11.3      (Loss)       11.9%          4,818
26-Jul-07      P      Cassa di Risparmio di   Financial        Intesa Sanpaolo                              n/a         n/a        112.9        4.4%          4,421
                      Firenze SpA (81.4%      Services         SpA
                      stake)
4-Jun-07       P      ASM Brescia SpA         Energy, Mining   AEM SpA                                      3.4         10.9       14.8        -3.8%          4,158
                                              & Utilities
28-Apr-07      P      Olimpia SpA             TMT              Assicurazioni       Pirelli & C SpA; and                                           -           4,100
                                                               Generali SpA;       Sintonia SA
                                                               Intesa Sanpaolo
                                                               SpA; Mediobanca
                                                               SpA; Telefonica SA;
                                                               and Sintonia SA
1-Jun-07       C      Valentino Fashion       Consumer         Permira                                      1.5         10.0       27.3         1.5%          2,171
                      Group SpA (70.4%
                      stake)
4-Aug-07       P      648 MW Trinergy Wind Energy, Mining      International Power   Trinergy Limited                                             -           1,839
                      Portfolio            & Utilities         PLC
23-Jun-07      C      Borsa Italiana SpA      Financial        London Stock                                 5.7         13.8       25.2           -           1,580
                                              Services         Exchange plc
2-Aug-07       P      Nuova Tirrena SpA       Financial        Groupama SA           Toro Assicurazioni     n/a         n/a                       -           1,250
                                              Services                               SpA
17-Jun-07      P      Aeroporti di Roma SpA   Transportation   Leonardo Srl          Macquarie Airports                                           -           1,237
                      (44.68% stake)                                                 Luxembourg SA
23-Mar-07      P      Banca Monte dei         Financial        AXA SA                Banca Monte dei        n/a         n/a                       -           1,150
                      Paschi Siena SpA        Services                               Paschi Siena SpA
                      (open pension funds
                      business) (50%
                      stake); Montepaschi
                      Assicurazioni Danni
                      SpA (50% stake); and
                      Montepaschi Vita SPA
                      (50% stake)
20-Sep-07      P      FL Selenia SPA          Industrials &    Petroliam Nasional    Kohlberg Kravis        1.4                                   -           1,000
                                              Chemicals        Berhad                Roberts & Co
11-Sep-07      P      Intesa Sanpaolo (78     Financial        Banca Carige SpA      Intesa Sanpaolo        n/a         n/a                       -            996
                      branches)               Services                               SpA
C = Completed; P = Pending; L = Lapsed                                                                                                             Source: mergermarket




                                                                                                                                  Monthly M&A Report – 96
                                                                                                                                           Italy



Top Deals


Top 5 Italian Announced Deals of the Month (September 2007)
Announced    Status   Target Company        Sector          Bidder Company         Seller Company            Exit Multiples (x)          Bid Premia    Deal Value
                                                                                                     Revenue     EBITDA           P/E   1-day before    (EURm)

20-Sep-07      P      FL Selenia SPA        Industrials &   Petroliam Nasional     Kohlberg Kravis     1.4                                   -           1,000
                                            Chemicals       Berhad                 Roberts & Co
11-Sep-07      P      Intesa Sanpaolo (78   Financial       Banca Carige SpA       Intesa Sanpaolo     n/a         n/a                       -            996
                      branches)             Services                               SpA
19-Sep-07      P      UBI Banca (61         Financial       Banca Popolare di      Ubi Banca           n/a         n/a                       -            488
                      branches)             Services        Vicenza SpA
11-Sep-07      P      Intesa Sanpaolo (35   Financial       Credito Valtellinese   Intesa Sanpaolo     n/a         n/a                       -            395
                      branches)             Services        SpA                    SpA
11-Sep-07      P      Intesa Sanpaolo (42   Financial       Veneto Banca scpa      Intesa Sanpaolo     n/a         n/a                       -            328
                      branches)             Services                               SpA
C = Completed; P = Pending; L = Lapsed                                                                                                        Source: mergermarket




                                                                                                                             Monthly M&A Report – 97
                                                                                                                                        Italy




Expected Deals

Pipeline of Italian Expected Deals
Situation    Target Company      Sector           Potential Bidder Company   Seller    Financial      Market Cap/   Comments
                                                                             Company   Advisor         Est. Value
                                                                                                        (EURm)
Significant   Fiat SpA            Industrials &    Undisclosed bidder                                    17,334      Fiat – increased speculation that Fiat
M&A                              Chemicals                                                                          may spin off its auto business after it
                                                                                                                    reorganised the division. The company
                                                                                                                    said it will rename its car division as
                                                                                                                    Fiat Group Automobiles SpA, which
                                                                                                                    will own 100% of the newly set up
                                                                                                                    Fiat Automobiles SpA, Alfa Romeo
                                                                                                                    Automobiles SpA, Lancia Automobiles
                                                                                                                    SpA and Fiat Light Commercial Vehicles
                                                                                                                    SpA.
Takeover     Saipem SpA          Energy, Mining   Technip                                               12,192      Shares in Saipem, the Italian listed oil
targets                          & Utilities                                                                        company, have risen more than 20%
                                                                                                                    since mid-June. Stock market rumours
                                                                                                                    include the re-emergence of a bid
                                                                                                                    talk for EUR 6bn French oil and gas
                                                                                                                    drilling company Technip, and analyst
                                                                                                                    speculation about a break-up of parent
                                                                                                                    ENI, which owns 42.93% of Saipem.
Significant   Snam Rete Gas       Energy, Mining   Undisclosed bidder                                     9,379      The government of Italy has introduced
M&A                              & Utilities                                                                        a decree to reduce ENI’s stake in SNAM
                                                                                                                    Rete Gas, the listed gas distributor, to
                                                                                                                    5%, for regulatory reasons. The Italian
                                                                                                                    treasury is working on a draft law on
                                                                                                                    how Eni will go below 50% in Snam
                                                                                                                    Rete Gas, either in the short term or
                                                                                                                    over a two year period.
Takeover     Alleanza            Financial        Undisclosed bidder                                    8,583       Generali is rumoured to be considering
targets      Assicurazioni Spa   Services                                                                           a buyout of minoroties shareholder of
                                                                                                                    Alleanza and a subsequent delisting.
                                                                                                                    Generali currently owns just over 50%
                                                                                                                    Alleanza Assicurazioni Spa with the
                                                                                                                    balance in free float.
Takeover     Banca Popolare di Financial          Unipol                               Lehman            4,320      BPM, the listed Italian bank, and Unipol,
targets      Milano Scrl       Services                                                Brothers (B)                 the listed Italian insurer, are in informal
                                                                                                                    contacts over a merger, La Repubblica
                                                                                                                    reported. The unsourced report claimed
                                                                                                                    that Carlo Salvatori, the chief executive
                                                                                                                    of Unipol, has asked Rainer Masera of
                                                                                                                    Lehman Brothers, to carry out informal
                                                                                                                    soundings on a merger. The report
                                                                                                                    stressed that Lehman has not as yet
                                                                                                                    been given a formal mandate to advise
                                                                                                                    on the operation.
Unconfirmed HERA SpA              Energy, Mining   Iride SpA                                             3,378       Hera, the listed Italian utility, sees
takeover                         & Utilities                                                                        Iride, its listed Italian counterpart, as
rumour                                                                                                              a possible partner, Milano Finanza
                                                                                                                    reported. In an interview with the
                                                                                                                    paper, Hera chief executive Tomaso
                                                                                                                    Tommasi di Vignano said that Iride had
                                                                                                                    the characteristics to become Hera’s
                                                                                                                    partner. However, it was not the only
                                                                                                                    utility that fitted the bill, Vignano said.




                                                                                                                          Monthly M&A Report – 98
                                                                                                                                       Italy




Expected Deals

Situation   Target Company    Sector           Potential Bidder Company   Seller    Financial        Market Cap/   Comments
                                                                          Company   Advisor           Est. Value
                                                                                                       (EURm)
Expected    Seat Pagine Gia   TMT              Undisclosed bidder                   Lehman             3,237       "A sale or a recap on Italian directory
deal                                                                                Brothers (B)                   company Seat Pagine Gialle has
                                                                                                                   become extremely unlikely, according
                                                                                                                   to several sources in private equity and
                                                                                                                   the leveraged loan market. Observers
                                                                                                                   agreed that, at least for the next three
                                                                                                                   to four months, nothing will likely move
                                                                                                                   on that side.
Takeover    Piaggio & C SpA   Industrials &    Permira; and Kohlberg      IMMSI                        1,449       Piaggio, the listed Italian scooter maker,
target                        Chemicals        Kravis Roberts & Co        SpA                                      is being eyed by Permira and KKR as
                                                                                                                   the expiry date approaches for a lock-up
                                                                                                                   on 55% shareholder IMMSI, according
                                                                                                                   to an unsourced report in Il Mondo.
                                                                                                                   Italian businessman Diego Della Valle
                                                                                                                   is reported to be increasing his stake in
                                                                                                                   the EUR 1.6bn turnover company.
Expected    Alitalia SpA      Transportation   Air France-KLM SA                    Merrill Lynch;     1,104       The Italian government will not
deal                                                                                Bain &                         modify the terms of the auction for a
                                                                                    Company                        39.9% stake being sold in Alitalia, La
                                                                                                                   Repubblica reported.
Expected    Meliorbanca SpA   Financial        Banca Profilo SpA                     HSBC Bank           492        Banca Profilo, the listed Italian bank,
deal                          Services                                                                             has launched a public all-share offer on
                                                                                                                   100% listed Italian investment bank
                                                                                                                   Meliorbanca, according to a company
                                                                                                                   press release. The statement noted
                                                                                                                   that Profilo will carry out a EUR 200m
                                                                                                                   recapitalisation to bring Profilo's
                                                                                                                   valuation up to that of Meliorbanca's.
                                                                                                                   At the same time, Profilo will launch
                                                                                                                   a further capital increase reserved for
                                                                                                                   Meliorbanca shareholders to carry out
                                                                                                                   the merger. The merger will be judged
                                                                                                                   successful if Profilo acquires 60% of
                                                                                                                   Meliorbanca's capital.




                                                                                                                         Monthly M&A Report – 99
                                                                                                                                                                Italy




League Tables

Top 15 Financial Advisors

Ranked by Value                                                                                Ranked by Volume
  YTD 30-       House                                             Value         Deal             YTD 30-        House                                           Value          Deal
  Sep-2007                                                        € (m)        Count             Sep-2007                                                       € (m)         Count
       1        Citigroup                                         88,889         14                   1        Mediobanca                                       62,318          34
       2        Merrill Lynch                                     85,936         16                   2        Rothschild                                       34,479          24
       3        Deutsche Bank                                     65,036          8                   3        KPMG Corp Fin                                    3,305           24
       4        Mediobanca                                        62,318         34                   4        Banca IMI/Intesa Sanpaolo                        60,218          20
       5        Credit Suisse                                     60,315         12                   5        Merrill Lynch                                    85,936          16
       6        Banca IMI/Intesa Sanpaolo                         60,218         20                   6        Lazard                                           30,623          16
       7        Goldman Sachs                                     59,059          9                   7        Gruppo Banca Leonardo                            16,983          15
       8        JPMorgan                                          59,020         11                   8        Citigroup                                        88,889          14
       9        Lehman Brothers                                   57,594          7                   9        Credit Suisse                                    60,315          12
      10        BNP Paribas                                       54,411          9                  10        JPMorgan                                         59,020          11
      11        Santander Global Banking and Markets              48,409          1                  11        UniCredit Group                                  32,847          11
      12        UBS                                               39,129          9                  12        Deloitte                                         1,394           10
      13        Rothschild                                        34,479         24                  13        Goldman Sachs                                    59,059           9
      14        UniCredit Group                                   32,847         11                  14        BNP Paribas                                      54,411           9
      15        Lazard                                            30,623         16                  15        UBS                                              39,129           9
                                                                   Source: mergermarket                                                                           Source: mergermarket

The Financial adviser league tables by value and volume have been run from 01 January 2007 to 30 September 2007 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 Italy.




Top 15 Legal Advisors

Ranked by Value                                                                                Ranked by Volume
  YTD 30-       House                                             Value         Deal             YTD 30-        House                                                Value      Deal
  Sep-2007                                                        € (m)        Count             Sep-2007                                                            € (m)     Count
       1        Bonelli Erede Pappalardo                          66,951         33                   1         Chiomenti Studio Legale                             48,288        40
       2        Gianni, Origoni, Grippo & Partners                64,259         27                   2         Bonelli Erede Pappalardo                            66,951        33
       3        Clifford Chance                                   62,061         23                   3         Gianni, Origoni, Grippo & Partners                  64,259        27
       4        Sullivan & Cromwell                               56,005          4                   4         Clifford Chance                                     62,061        23
       5        Skadden Arps Slate Meagher & Flom                 49,936          5                   5         Freshfields Bruckhaus Deringer                       18,204        16
       6        Linklaters                                        49,502          4                   6         Simmons & Simmons                                     868         15
      7=        Araoz & Rueda                                     48,409          1                   7         Cleary Gottlieb Steen & Hamilton                    16,526        13
      7=        Osler Hoskin & Harcourt                           48,409          1                   8         d'Urso Munari Gatti                                 12,011        13
       9        Chiomenti Studio Legale                           48,288         40                   9         Allen & Overy                                       11,232        13
      10        Uria Menendez                                     31,024          5                  10         Marena Bonvicini Ludergnani - MBL & Partners         7,839        13
      11        Cuatrecasas - Goncalves Pereira, Castelo Branco   25,313          3                  11         Grimaldi e Associati                                22,433        10
      12        Latham & Watkins                                  24,340          6                  12         Studio Legale Carnelutti                             2,318        10
     13=        Simpson Thacher & Bartlett                        24,205          1                  13         NCTM Studio Legale                                   2,188           9
     13=        Wachtell Lipton Rosen & Katz                      24,205          1                  14         Baker & McKenzie                                     2,005           9
      15        Grimaldi e Associati                              22,433         10                  15         Agnoli Bernardi e Associati                           627            9
                                                                   Source: mergermarket                                                                           Source: mergermarket


The Legal adviser league tables by value and volume have been run from 01 January 2007 to 30 September 2007 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 Italy.




                                                                                                                                               Monthly M&A Report – 100
                                                                                                                                                                      Italy



League Tables


Activity Table of Private Equity Firms on Italian Buyouts

Ranked by Value                                                                                   Ranked by Volume
  YTD 30-        House                                              Value          Deal              YTD 30-        House                                              Value          Deal
  Sep-2007                                                          € (m)         Count              Sep-2007                                                          € (m)         Count
       1         Permira                                            2,954            2                    1         Interbanca Gestione Investimenti                     85             4
       2         Private Equity Partners                             340             2                    2         Permira                                            2,954            2
       3         JC Flowers                                          233             1                    3         Private Equity Partners                             340             2
      4=         Oaktree Capital Management                          200             1                    4         Barclays Private Equity Limited                     135             2
      4=         R72 Partners                                        200             1                    5         Abacus Invest                                        75             2
       6         Mid Equity Partners                                 180             1                    6         MCC-Sofipa                                            46             2
       7         Barclays Private Equity                             135             2                   7=         Alto Partners                                        27             2
       8         Investindustrial                                    105             1                   7=         Natexis Private Equity                               27             2
       9         Clessidra                                           100             1                    9         Aletti Private Equity                                20             2
      10         Interbanca Gestione Investimenti                     85             4                   10         Quadrivio                                            17             2
                                                                      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
Italy. The tables by value and volume have been run from 01 January 2007 to 30 September 2007 and exclude lapsed and withdrawn deals.




Activity Table of Private Equity Firms on Italy Exits

Ranked by Value                                                                                   Ranked by Volume
  YTD 30-        House                                              Value          Deal              YTD 30-        House                                              Value          Deal
  Sep-2007                                                          € (m)         Count              Sep-2007                                                          € (m)         Count
       1         Kohlberg Kravis Roberts                            1,000            1                    1         Kohlberg Kravis Roberts                            1,000            1
       2         Clessidra                                           300             1                    2         Clessidra                                           300             1
       3         Interbanca Gestione Investimenti                    118             2                    3         Interbanca Gestione Investimenti                    118             2
      4=         PM & Partners                                       105             1                   4=         PM & Partners                                       105             1
      4=         Societe Generale de France                          105             1                   4=         Societe Generale de France                          105             1
       6         BS Private Equity                                    80             1                    6         BS Private Equity                                    80             1
       7         MCC-Sofipa                                            61             1                    7         MCC-Sofipa                                            61             1
       8         Arca Impresa Gestioni                                60             1                    8         Arca Impresa Gestioni                                60             1
      9=         Alcedo                                               50             1                   9=         Alcedo                                               50             1
      9=         Opera Management                                     50             1                   9=         Opera Management                                     50             1
                                                                      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 Italy.
The tables by value and volume have been run from 01 January 2007 to 30 September 2007 and exclude lapsed and withdrawn deals.




                                                                                                                                                     Monthly M&A Report – 101
                                                                                                                                                                                                                    Italy




Trend Graphs

Italian M&A Quarterly Trend
Value                                                                                                                     Volume
           50,000                                                                                                                          120



                                                                                                                                           100
           40,000




                                                                                                                         Number of deals
                                                                                                                                            80
Value €m




           30,000

                                                                                                                                            60

           20,000
                                                                                                                                            40


           10,000
                                                                                                                                            20



                   0                                                                                                                         0
                         Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3                                                                  Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3
                        2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007                            2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007



                                                                                                                                                                                                                                    Moving
                                                                                                                                                                                                                                    average
                                                                                                                                                                                                                                    trend line




Italian M&A Quarterly Private Equity Trend
Value                                                                                                                     Volume
           6,000                                                                                                                           30



           5,000                                                                                                                           25



           4,000                                                                                                                           20
                                                                                                                         Number of deals
Value €m




           3,000                                                                                                                           15



           2,000                                                                                                                           10



           1,000                                                                                                                            5



              0                                                                                                                             0
                        Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3                                                                  Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3
                       2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007                            2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007



                                                                                                     Italian Buyouts                                                                                                           Italian Buyouts

                                                                                                     Italian Exits                                                                                                             Italian Exits




                                                                                                                                                                                                Monthly M&A Report – 102
                                                                                                                                                                       Italy



Trend Graphs


Italian M&A Annual Trends
Value                                                                                             Volume
            105,000                                                                                                    400


                                                                                                                       350
             90,000


                                                                                                                       300
             75,000




                                                                                                  Number of deals
                                                                                                                       250
Value €m




             60,000

                                                                                                                       200

             45,000
                                                                                                                       150

             30,000
                                                                                                                       100


             15,000
                                                                                                                           50


                   0                                                                                                        0
                            Y2003          Y2004   Y2005    Y2006               2007 YTD                                               2003        2004      2005      2006              2007 YTD




                                                                                All Italian M&A                                                                                          All Italian M&A

                                                                                Italian Buyouts                                                                                          Italian Buyouts

                                                                                Italian Exits                                                                                            Italian Exits




Italian M&A Sector Breakdown 2007 YTD
Value                                                                                             Volume


                                    6.2%                                                                                               3.8% 3.1%
                       1.9% 5.9%
                                                           Financial Services                                                   4.5%                                Financial Services
             <1%
              <1%                                          TMT                                                       5.1%                                           TMT
                                                                                                                                                           29.1%
           <1%
                                                           Business Services                                                                                        Business Services

                                                           Energy/Mining/Utilities                    6.8%                                                          Energy/Mining/Utilities
           10.8%                                           Construction                                                                                             Construction

                                                           Leisure                                                                                                  Leisure
<1%
                                                                                                  7.2%
                                                           Transportation                                                                                           Transportation

                                                           Pharma/Medical/Biotech                                                                                   Pharma/Medical/Biotech

                                                           Industrials and Chemicals                                                                                Industrials and Chemicals
              13.8%                                                                                                 8.6%
                                                   29.0%   Consumer                                                                                                 Consumer
                                                                                                                                                          17.1%


                                                                                                                                        14.7%




                                                                                                                                                            Monthly M&A Report – 103
                                                                                                                                                                                                                  Italy




    Mid Market Deals

    Top 5 Italian Announced Mid Market Deals of the Month (September 2007)
    (EUR 10m to EUR 250m)
           Announced         Status     Target Company                  Sector               Bidder Company                             Seller Company                       Exit Multiples (x)                Bid Premia       Deal Value
                                                                                                                                                                    Revenue        EBITDA           P/E           1-day          (EURm)
                                                                                                                                                                                                                 before
           15-Sep-07            C       BIMA SpA                        Consumer             Oaktree Capital                            Massa family                   0.7              -             -              -              200
                                                                                             Management LP
           11-Sep-07            P       Intesa Sanpaolo (43             Financial            Banca Popolare di Bari                     Intesa Sanpaolo                                 -             -              -              181
                                        branches)                       Services                                                        SpA
           25-Sep-07            C       Bottega Veneta Srl              Consumer             Gucci Luxembourg SA                        Saufin SA; and                                                                               173
                                        (13.72% stake)                                                                                  Taufin SA
           29-Sep-07            C       Compagnia Italiana              Leisure              Soglia Hotel Group Srl                                                                     -             -              -              120
                                        Turismo Spa
           12-Sep-07            P       Teckal Srl                      Industrials &        Manutencoop Facility                       Quadrangolo                    1.3              -             -              -               61
                                                                        Chemicals            Management SpA                             Servizi
           C = Completed; P = Pending; L = Lapsed                                                                                                                                                                    Source: mergermarket




    Italian M&A Quarterly Mid Market Trend
     Value                                                                                                             Volume
             4,000                                                                                                                         60


             3,500
                                                                                                                                           50

             3,000

                                                                                                                                           40
                                                                                                                      Number of deals




             2,500
Value €m




             2,000                                                                                                                         30


             1,500
                                                                                                                                           20

             1,000

                                                                                                                                           10
              500


                0                                                                                                                           0
                      Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3                                                                   Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3
                     2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007                             2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007



                                                                                                                                                                                                                                  Moving
                                                                                                                                                                                                                                  average
                                                                                                                                                                                                                                  trend line




                                                                                                                                                                                              Monthly M&A Report – 104
                                                                                                                                                                Italy




Mid Market League Tables

Top 10 Mid Market Financial Advisors –                                                       Top 10 Mid Market Legal Advisors –
Italian                                                                                      Italian
(EUR 10m to EUR 250m)                                                                        (EUR 10m to EUR 250m)

  YTD 30-        House                                             Value           Deal        YTD 30-        House                                              Value          Deal
  Sep-2007                                                         € (m)          Count        Sep-2007                                                          € (m)         Count
 Value:                                                                                       Value:
       1         Rothschild                                         1,056           10              1         Chiomenti Studio Legale                            1,415            19
       2         Mediobanca                                          949            11              2         Bonelli Erede Pappalardo                           1,244            22
       3         Lazard                                              785             9              3         Simmons & Simmons                                   852             9
       4         BNP Paribas                                         683             6              4         Gianni, Origoni, Grippo & Partners                  798             9
       5         KPMG Corp Fin                                       640            12              5         Clifford Chance                                     700             6
       6         Vitale & Associati                                  627             3              6         Agnoli Bernardi e Associati                         627             6
       7         Credit Suisse                                       600             3              7         Studio Legale Carnelutti                            599             4
       8         UBS                                                 598             4              8         Willkie Farr & Gallagher                            538             3
       9         Banca IMI/Intesa Sanpaolo                           585             8              9         Marena Bonvicini Ludergnani - MBL & Partners        508             5
      10         UniCredit Group                                     443             4             10         Ashurst                                             503             5
 Volume                                                                                       Volume
       1         KPMG Corp Fin                                       640            12              1         Bonelli Erede Pappalardo                           1,244            22
       2         Mediobanca                                          949            11              2         Chiomenti Studio Legale                            1,415            19
       3         Rothschild                                         1,056           10              3         Simmons & Simmons                                   852             9
       4         Lazard                                              785             9              4         Gianni, Origoni, Grippo & Partners                  798             9
       5         Banca IMI/Intesa Sanpaolo                           585             8              5         d'Urso Munari Gatti                                 384             8
       6         Deloitte                                            440             7              6         NCTM Studio Legale                                  427             7
       7         BNP Paribas                                         683             6              7         Clifford Chance                                     700             6
       8         Ernst & Young                                       314             5              8         Agnoli Bernardi e Associati                         627             6
       9         UBS                                                 598             4              9         Marena Bonvicini Ludergnani - MBL & Partners        508             5
      10         UniCredit Group                                     443             4             10         Ashurst                                             503             5

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
2007 to 30 September 2007 and exclude lapsed and withdrawn deals. The tables cover all       2007 to 30 September 2007 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 Italy.   sectors and are based on the geography of either the target, bidder or seller being Italy.




                                                                                                                                               Monthly M&A Report – 105
                                                                                                               Benelux




Benelux


Potential bidding war for Hagemeyer.                                 the suspicion that Sonepar, the privately-owned French
                                                                     electrical equipment supplier group, might have acquired
•   During the month of July 2007, the share price of
                                                                     a 20% stake in Hagemeyer. All these assumptions led
    Hagemeyer, the Dutch distributor of electrical materials,
                                                                     Sonepar, at the beginning of October, to announce its
    safety and other Maintenance, Repair and Operations
                                                                     intention to launch an unsolicited all cash offer to acquire
    (MRO) products, rose 7.7% after a rumour concerning a
                                                                     all the outstanding shares of Hagemeyer at a proposed
    possible takeover by Rexel, the French electrical products
                                                                     €4.25 per share. This offer is said however to significantly
    supplier. Rexel expressed its willingness to make
                                                                     undervalue the company. Hagemeyer could be advised
    acquisitions in its own core business of distribution of
                                                                     by Lehman Brothers and Sonepar by ABN Amro and
    electrical material. Hagemeyer was then seen as a logical
                                                                     BNP Paribas as well as Allen & Overy and Bredin Prat.
    target for Rexel, particularly due to the complementary
                                                                     Sonepar’s announcement was soon followed by Rexel’s
    geographical profile of the companies, with Hagemeyer
                                                                     reaction, announcing that by facing a situation in which
    strong in the UK and Eastern Europe, and its US activities
                                                                     a new world leader could potentially be created, it had
    not overlapping with those of Rexel. Majority-owned
                                                                     to review its strategic options in order to provide the
    by private equity firms Clayton Rice Dubelier (CRD),
                                                                     most value to its shareholders. Rexel will be advised by
    Eurazeo and Merill Lynch Global Private Equity, Rexel
                                                                     Rothschild and Goldman Sachs. This further evolution
    should be able to finance the acquisition of Hagemeyer,
                                                                     might lead to a bidding war for Hagemeyer with Sonepar
    a company with a market capitalization of €2.46bn. Rexel
                                                                     potentially already being a shareholder in Hagemeyer.
    might however need a large capital increase to finance
    the acquisition. A share issue may actually fit with the
    exit plans of Rexel’s PE shareholders, who would find         Stork could finally be dismantled.
    themselves holding a smaller stake in a larger company,      •   After having announced last month that it is not ruling
    and would facilitate their gradual exit.                         out the sale of its Food Systems division separately,
•   In August 2007, Hagemeyer announced the acquisition of           Stork could eventually be interested in selling its
    Bryant Electric Supply Company, the US based electrical          Aerospace division to Avic-I, the Chinese state-owned
    distributor. Bryant had annual revenues of more than             aircraft maker. Nedcar and Maastricht Airport could form
    €40m. Simultaneously, Hagemeyer’s CEO, Rudi de                   potential targets for the Chinese company as well. Avic-
    Becker, announced that the company was not for sale              I’s intention behind the acquisition of Stork Aerospace
    and that it had an absolute stand-alone strategy with            would be to produce the Chinese-developed ARJ21
    acquisitions in the pipeline, supported by the company           in the Netherlands, eventually under the brand name
    investors. Rexel mentioned from its side that is was             of the Dutch Fokker. Maastricht Airport could serve as
    not directly interested in targets with a deal value over        test-flights base. This strategy would help the Chinese
    €250m.                                                           producer to avoid the “made in China” label which is
                                                                     thought would hinder the sale of the product. It would
•   End of September, the rumours of Hagemeyer being
                                                                     help it as well to expand the brand internationally.
    a potential target for Rexel were renewed, followed
    by another share price rise of 5.72% to €3.32 per            •   The plans for Nedcar and Maastricht Airport will most
    Hagemeyer share. The market saw as well an exceptional           probably be left behind after the Dutch media published
    high volume of Hagemeyer’s shares being traded.                  some potential irregularities concerning Anddy Chen,
    Speculations mentioned that a potential bid of €4 per            the Chinese businessman and advisor of Avic-I, in the
    share could be in preparation for Hagemeyer, followed by         potential acquisition of the Dutch targets.




                                                                                                   Monthly M&A Report – 106
                                                                                                                  Benelux



Benelux



•   Candover, the UK private equity group, and LME, the              •   With Barclays’ withdrawal, the consortium of Royal Bank
    Iceland based industrial group, are still continuing their           of Scotland (RBS), Santander and Fortis took over ABN
    discussions concerning Stork’s acquisition and expect                Amro on 10 October 2007 when the consortium received
    to find a solution probably by selling the Food System                86% of acceptances from the bank’s shareholders.
    division to Marel, the Iceland-based food system                     On 3 October 2007, the European Commission had
    producer, and purchasing the remainder.                              cleared, under the EU Merger Regulation, the proposed
                                                                         acquisition of certain assets of the Dutch banking group
                                                                         ABN Amro by the Belgo/Dutch financial services group
ABN Amro: The End for Barclays.
                                                                         Fortis. Following its proposed bid, Fortis would acquire
•   Barclays has finally decided to withdraw its bid for ABN              ABN Amro’s Business Unit Netherlands (except former
    Amro. The decision was taken on 4 October 2007, the                  Dutch wholesale clients), Business Unit Private Clients
    closing date of its offer for ABN Amro, when it became               and Business Unit Asset Management. Fortis’ activities
    apparent that not all the conditions relating to the offer           and ABN Amro’s assets to be acquired mainly overlap in
    had been fulfilled. One of the main conditions that failed            The Netherlands in the markets of Commercial Banking
    to be fulfilled is that at least 80% of ABN Amro’s issued             and Factoring, Retail Banking and Payment Services
    ordinary share capital were tendered at the closing date.            and to a lesser degree in Leasing, Asset Management,
    As at 4 October 2007, 4,410,136 ordinary shares in the               Financial Market Services, and Insurance. Therefore, the
    share capital of ABN Amro were tendered under the offer,             Commission’s decision is conditional upon the upfront
    as well as 782,945 American Depositary Shares, 5,260                 divestiture of ABN Amro’s Dutch factoring subsidiary
    formerly convertible preference shares and 8,466,875 DR              and part of its commercial banking business in The
    preference shares. With the withdrawal of the offer, any             Netherlands. RBS’ and Santander’s proposed acquisitions
    tenders made under the offer prior to or after the date              of the remaining ABN assets were already authorised by
    of this announcement will be considered as not made.                 the Commission in its decisions of 19 September 2007.
    As per the terms of the agreement between Barclays                   Fortis is simultaneously raising capital for its bid on ABN
    and ABN Amro on 23 April 2007, Barclays will request a               Amro.
    payment of €200 million, equal to the deal’s break-up fee
    to which it is contractually entitled. This break fee will
    significantly exceed the costs that Barclays incurred in
    connection with the Offer.

•   ABN Amro completed the sale of LaSalle to Bank of
    America for $21bn in cash after gaining the necessary
    regulatory approvals and fulfilling other customary closing
    conditions. The transaction consists of the sale of ABN
    Amro North America Holding Company which mainly
    consists of the commercial and retail banking activities of
    LaSalle Bank Corporation. ABN Amro’s North American
    Global Markets and Global Clients operations are not part
    of the sale. The sale of LaSalle will result in a book gain of
    approximately €7.3bn, which will be accounted for in ABN
    Amro’s fourth quarter results.




                                                                                                      Monthly M&A Report – 107
                                                                                                                                           Benelux




Deal of the Month

 Target:         Orange Nederland NV                                                 Announced:           28 September 2007
 Bidder:         Deutsche Telekom AG                                                 Deal value:          EUR 1,300m
 Seller:         France Telecom SA                                                   Deal nature:         Acquisition




Deutsche Telekom AG, the listed German telecommunication                          2.6m customers ahead of Orange with a 12% stake and 2m
company, has agreed to acquire Orange Nederland NV, the                           customers. Furthermore, Orange Netherlands additionally
Netherlands based mobile telecommunication company,                               operates a broadband business, which had around 554,000
from France Telecom SA, the listed France based company                           customers at the end of the 2006. Orange Netherlands
providing communication, publishing and internet services,                        reported approximate revenues for 2006 of EUR 600m, and
for the cash consideration of EUR 1.3bn.                                          the forecasted EBITDA for 2007 is EUR 120m.

Deutsche Telekom expects the transaction to generate                              The transaction is part of an agreement between Deutsche
synergies of approximately EUR 1bn, with around half of the                       Telekom and France Telecom in which France Telecom
sum being generated in the first six years, especially from                        acquired the Spanish subsidiary of Deutsche Telekom,
the network integration and by reducing marketing expenses.                       Ya.com in June 2007. The transaction is on a debt free basis
The deal is part of Deutsche Telekom’s strategy to expand                         and is expected to close on 1 October 2007. The European
its mobile communications out of the national market. As                          Commission has already approved the acquisition.
of 2006, Deutsche Telekom holds 15% of the market with




                                Exit Multiples - Y/E 06                                                                 Premium Analysis
                                     Multiples                   Value (EUR m)              Offer price per share (EURm)      -
 Revenue                               2.1x                            608                  1 day before                      -
 EBITDA                                  -                               -                  1 month before                    -
 EBIT                                    -                             -63                  1 day after                       -
 Earnings                                -                             -52                  Pre-rumour                        -


 Advisers
 Target/Seller                                                                  Bidder
 Financial                Lazard                                                Financial                      JP Morgan
 Legal                                                                          Legal
 PR                                                                             PR


mergermarket/dealReporter Intelligence
21-Aug-07                 Orange Netherlands sale to Deutsche Telekom approved by EU regulators
08-Jun-07                 Orange Netherlands: France Telecom waiting for works council before declaring DT talks exclusive
25-Apr-07                 Orange Netherlands: Deutsche Telekom seen strong contender, response to second round expected this week




                                                                                                                               Monthly M&A Report – 108
                                                                                                                                               Benelux



Top Deals


Top 15 Benelux Announced Deals for YTD 30 September 2007
Announced    Status   Target Company     Sector           Bidder Company    Seller Company                     Exit Multiples (x)            Bid Premia    Deal Value
                                                                                                                                            1-day before    (EURm)
                                                                                                     Revenue      EBITDA             P/E

29-May-07      C      ABN AMRO           Financial        Royal Bank of                                n/a          n/a             15.4       6.4%         71,121
                                         Services         Scotland Group
                                                          plc; Fortis;
                                                          and Santander
                                                          Central Hispano
                                                          SA
23-Apr-07      L      ABN AMRO           Financial        Barclays plc                                 n/a          n/a             14.3      -1.4%         67,522
                                         Services
10-Apr-07      C      Rodamco Europe     Financial        Unibail Holding                              n/a          n/a              7.3      17.7%         14,390
                      NV                 Services         SA
9-Jul-07       P      Royal Numico NV    Consumer         Groupe Danone                                4.5         24.6             52.9      37.7%         11,891
                                                          SA
12-Mar-07      P      Organon            Pharma,          Schering Plough Akzo Nobel NV                3.0         13.7                          -          11,000
                      BioSciences NV     Medical &        Corporation
                                         Biotech
27-Jun-07      C      TVSL SA            TMT              ProSiebenSat.1    Kohlberg Kravis            3.3                                       -           3,300
                                                          Media AG          Roberts & Co;
                                                                            Permira; and Telegraaf
                                                                            Media Groep NV
14-May-07      C      Endemol NV         TMT              Gestevision                                  2.8         17.7             32.9       1.4%          3,138
                                                          Telecinco SA;
                                                          Mediaset
                                                          SpA; Cyrte
                                                          Investments BV;
                                                          and GS Capital
                                                          Partners
15-Aug-07      P      NIBC Bank NV       Financial        Kaupthing Bank    JC Flowers & Co LLC        n/a          n/a             10.4         -           2,985
                                         Services         hf
6-Jun-07       C      Oilinvest          Energy, Mining   Colony Capital    Government of Libya                                                  -           2,600
                      (Netherlands) BV   & Utilities      LLC
                      (65% stake)
27-Aug-07      P      Rompetrol Group    Energy, Mining   National          Rompetrol Holding SA       1.1                                       -           2,446
                      NV (75% stake)     & Utilities      Company
                                                          KazMunaiGaz
9-Jul-07       C      Univar NV          Business         Ulysses           HAL Holding NV             0.4          9.3             15.2      37.3%          2,004
                                         Services         Luxembourg
                                                          Sarl
4-Jun-07       C      AXA Nederland      Financial        SNS Reaal NV      AXA SA                                                               -           1,797
                      BV; DBV            Services
                      Verzekeringen;
                      and Winterthur
                      Verzekeringen
                      Holding BV
23-Jul-07      P      Tele Atlas NV      Business         TomTom NV                                    6.4         51.8                          -           1,702
                                         Services
26-Jun-07      L      Stork NV           Industrials &    Candover                                     1.0         11.5             22.4       2.0%          1,680
                                         Chemicals        Investments plc
9-Feb-07       P      EADS NV (7.50%     Industrials &    Allianz SE;       DaimlerChrysler AG         0.4          8.1             207.9     -1.3%          1,500
                      stake)             Chemicals        Commerzbank
                                                          AG; Credit
                                                          Suisse Group;
                                                          Deutsche
                                                          Bank AG; and
                                                          Goldman Sachs
C = Completed; P = Pending; L = Lapsed                                                                                                           Source: mergermarket




                                                                                                                                    Monthly M&A Report – 109
                                                                                                                                                                 Benelux



Top Deals


Top 5 Benelux Announced Deals of the Month (September 2007)
Announced    Status   Target Company         Sector                Bidder Company     Seller Company                          Exit Multiples (x)               Bid Premia    Deal Value
                                                                                                                    Revenue       EBITDA            P/E       1-day before    (EURm)

28-Sep-07      P      Orange                 TMT                   Deutsche           France Telecom SA               2.1                          (Loss)          -           1,300
                      Nederland NV                                 Telekom AG
26-Sep-07      P      Fabory                 Construction          HgCapital          AAC Capital Partners                                                         -            345
4-Sep-07       P      Dynaco Europe          Construction          KBC Private                                        2.1                                          -            57
                      NV (Majority                                 Equity
                      stake)
10-Sep-07      C      VSK Group              Industrials &         Xtralis Pty Ltd    Allied Defense Group                                                         -            36
                                             Chemicals
26-Sep-07      P      Leysen Invest NV Energy, Mining              Thenergo                                                                                        -            36
                                       & Utilities
C = Completed; P = Pending; L = Lapsed                                                                                                                             Source: mergermarket



Top 5 Belgium Announced Deals for YTD 30 September 2007
Announced   Status    Target        Sector            Target/Seller Financial    Target/Seller      Bidder            Bidder         Bidder           Seller Company         Deal Value
                      Company                         Advisor                    Legal Adviser      Company           Financial      Legal                                    (EURm)
                                                                                                                      Adviser        Adviser
25-Jun-07      P      Cumerio SA Industrials          UBS                        Linklaters         Norddeutsche      Deutsche       Freshfields                                 909
                                 &                                                                  Affinerie AG       Bank           Bruckhaus
                                 Chemicals                                                                                           Deringer
4-Jul-07       C      Taminco NV Industrials          Merrill Lynch;             Allen & Overy; CVC European          ABN            Linklaters       AlpInvest Partners        800
                                 &                    PricewaterhouseCoopers     Debevoise      Equity                AMRO;                           NV; and Taros
                                 Chemicals            Corp Fin                   & Plimpton;    Partners IV           Ernst &                         Capital
                                                                                 Loyens &                             Young
                                                                                 Loeff
29-Jun-07      P      ING           Financial         Advisor to Seller:                            P&V               Bank           Herbert          ING Belgique SA           750
                      Belgium       Services          JPMorgan                                      Verzekeringen     Degroof;       Smith,
                      SA/NV                                                                                           BNP            Gleiss
                      (Broker and                                                                                     Paribas        Lutz,
                      Employee                                                                                                       Stibbe;
                      Benefits                                                                                                        Simont
                      insurance                                                                                                      Braun
                      business)
20-Jul-07      P      Bureau        TMT               Advisors to Seller:        Advisor to         BC Partners       Credit         Cleary           Candover                  700
                      Van Dijk                        Goldman Sachs;             Seller: Clifford   Ltd               Suisse;        Gottlieb         Investments plc
                      Electronic                      Jefferies & Company        Chance                               ING;           Steen &
                      Publishing                                                                                      Rothschild     Hamilton
9-Feb-07       C      UCB SA        Pharma,                                      Advisor            Financiere de     Morgan         Simont           Schwarz                   677
                      (7.58%        Medical &                                    to Seller:         Tubize            Stanley        Braun            Vermogensverwaltung
                      stake)        Biotech                                      Freshfields                                                           GmbH & Co KG
                                                                                 Bruckhaus
                                                                                 Deringer
C = Completed; P = Pending; L = Lapsed                                                                                                                             Source: mergermarket




                                                                                                                                                   Monthly M&A Report – 110
                                                                                                                                                   Benelux



Top Deals


Top 5 Netherlands Announced Deals for YTD 30 September 2007
Announced    Status   Target        Sector      Target/Seller   Target/Seller     Bidder Company    Bidder Financial Adviser   Bidder Legal          Seller       Deal
                      Company                   Financial       Legal Adviser                                                  Adviser              Company      Value
                                                Advisor                                                                                                         (EURm)
29-May-07      C      ABN AMRO      Financial   ABN AMRO;       Allen & Overy;    Royal Bank of     Fox-Pitt, Kelton;          Bonelli Erede                    71,121
                                    Services    Goldman         Davis Polk        Scotland Group    Greenhill & Co; Merrill    Pappalardo;
                                                Sachs;          & Wardwell;       plc; Fortis;      Lynch; NIBC Bank;          Cravath Swaine &
                                                Lehman          Debevoise         and Santander     Santander Investment       Moore; De Brauw
                                                Brothers;       & Plimpton;       Central Hispano   Services                   Blackstone
                                                Morgan          Herbert Smith,    SA                                           Westbroek;
                                                Stanley;        Gleiss Lutz,                                                   Fasken
                                                Rothschild;     Stibbe; Nauta                                                  Martineau;
                                                UBS             Dutilh                                                         Linklaters;
                                                                                                                               Shearman
                                                                                                                               & Sterling;
                                                                                                                               Slaughter and
                                                                                                                               May; Uria
                                                                                                                               Menendez;
                                                                                                                               Willkie Farr &
                                                                                                                               Gallagher
23-Apr-07      L      ABN AMRO      Financial   ABN AMRO;       Allen &           Barclays plc      Barclays Bank;             Blakes Cassels &                 67,522
                                    Services    Goldman         Overy; Cleary                       Citigroup; Credit          Graydon; Clifford
                                                Sachs;          Gottlieb Steen                      Suisse; Deutsche           Chance; Lovells;
                                                Lehman          & Hamilton                          Bank; JPMorgan             Skadden Arps
                                                Brothers;       (Advising                           Cazenove; Lazard           Slate Meagher &
                                                Morgan          Goldman                                                        Flom (Advising
                                                Stanley;        Sachs; Morgan                                                  Citigroup; Credit
                                                Rothschild;     Stanley; UBS);                                                 Suisse; Deutsche
                                                UBS             Davis Polk                                                     Bank; JPMorgan
                                                                & Wardwell;                                                    Cazenove;
                                                                Debevoise                                                      Lazard); Sullivan
                                                                & Plimpton;                                                    & Cromwell
                                                                Herbert
                                                                Smith, Gleiss
                                                                Lutz, Stibbe;
                                                                Loyens &
                                                                Loeff (Advising
                                                                Morgan
                                                                Stanley; UBS);
                                                                NautaDutilh
10-Apr-07      C      Rodamco       Financial   Goldman         Allen & Overy;   Unibail Holding    ABN AMRO; Morgan           CMS; Darrois                     14,390
                      Europe NV     Services    Sachs; UBS      Clifford Chance; SA                 Stanley; Perella           Villey Maillot
                                                                Jones Day;                          Weinberg Partners          Brochier;
                                                                Loyens &                                                       Hengeler Mueller;
                                                                Loeff; Sullivan                                                Linklaters
                                                                & Cromwell                                                     (Advising Morgan
                                                                (Advising                                                      Stanley); Nauta
                                                                Goldman                                                        Dutilh
                                                                Sachs;UBS)
9-Jul-07       P      Royal         Consumer    Citigroup;      Allen & Overy     Groupe Danone BNP Paribas;                   Bredin Prat;                     11,892
                      Numico NV                 Goldman                           SA            JPMorgan; Lazard               Cleary Gottlieb
                                                Sachs                                                                          Steen &
                                                                                                                               Hamilton;
                                                                                                                               De Brauw
                                                                                                                               Blackstone
                                                                                                                               Westbroek
12-Mar-07      P      Organon       Pharma,     Advisors to     Advisors          Schering          Goldman Sachs              Allen & Overy;       Akzo        11,000
                      BioSciences   Medical &   Seller: ABN     to Seller:        Plough                                       Bell Gully;          Nobel
                      NV            Biotech     AMRO;           De Brauw          Corporation                                  Lovells; Skadden     NV
                                                Morgan          Blackstone                                                     Arps Slate
                                                Stanley         Westbroek;                                                     Meagher &
                                                                Sullivan &                                                     Flom (Advising
                                                                Cromwell                                                       Goldman Sachs);
                                                                                                                               Wachtell Lipton
                                                                                                                               Rosen & Katz
C = Completed; P = Pending; L = Lapsed                                                                                                              Source: mergermarket




                                                                                                                                 Monthly M&A Report – 111
                                                                                                                                       Benelux




Expected Deals

Pipeline of Benelux Expected Deals
Situation   Target Company    Sector          Potential Bidder       Seller       Financial Advisor      Market Cap/ Est. Comments
                                              Company                Company                              Value (EURm)
Rumoured    Delhaize Group    Consumer        Royal Ahold NV                      Advisor to potential       7,121      Dutch retailer Ahold may make
Takeover                                                                          bidder: JP Morgan                     a renewed effort to merge with
Target                                                                                                                  Belgian counterpart Delhaize. The
                                                                                                                        recently announced departure of
                                                                                                                        Ahold CEO Anders Moberg, along
                                                                                                                        with the company’s sale of its US
                                                                                                                        Foodservice to a consortium of
                                                                                                                        Clayton, Dubilier & Rice Fund VII,
                                                                                                                        and Kohlberg Kravis Roberts, has
                                                                                                                        led to fresh speculation among
                                                                                                                        analysts that activist shareholders
                                                                                                                        may pressure the company into such
                                                                                                                        a move.
Expected    Hagemeyer NV      Consumer        Sonepar SA; or Rexel                Advisor to target:         2,775      Hagemeyer, the listed Dutch
Deal                                          SA                                  Lehman Brothers;                      technical distributor, will see a
                                                                                  Advisors to                           bidding war, according to the
                                                                                  potential bidder:                     expectations of the financial market
                                                                                  ABN Amro, BNP                         and analysts. Hagemeyer estimates
                                                                                  Parisbas                              that the EUR 2.5bn offer by France's
                                                                                                                        Sonepar significantly undervalues
                                                                                                                        the company. Analysts expect a
                                                                                                                        counter offer by French counterpart
                                                                                                                        Rexel. Where the offer by Sonepar
                                                                                                                        valued Hagemeyer at EUR 4.25 per
                                                                                                                        share, Hagemeyer closed at EUR
                                                                                                                        4.72. Rexel is expected to make
                                                                                                                        an offer, but Sonepar could still be
                                                                                                                        in the lead as it already holds 50%
                                                                                                                        in Hagemeyer. A merger between
                                                                                                                        Hagemeyer and Sonepar could give
                                                                                                                        rise to competition issues in the
                                                                                                                        Netherlands and Scandinavia.
Rumoured    Tenaris SA        Industrials &   ArcelorMittal                                                 21,155      Shares in Tenaris, the listed
Takeover                      Chemicals                                                                                 Argentinean global manufacturer
Target                                                                                                                  and supplier of tubular products
                                                                                                                        and services, rose on rumours that
                                                                                                                        ArcelorMittal was preparing a EUR
                                                                                                                        22 per share bid.
Rumoured    Agfa Graphics,    Consumer                               Agfa-        KBC Securities             2,182      Agfa–Gevaert is to split up into three
Takeover    Agfa HealthCare                                          Gevaert NV                                         independent listed companies. It is
Target      and Agfa                                                                                                    not confirmed that any of these will
            Materials                                                                                                   be put up for sale. Marc Olivie, CEO
                                                                                                                        of Agfa-Gevaert said that the three
                                                                                                                        new identities, Agfa Graphics (5900
                                                                                                                        staff), Agfa HealthCare (5800 staff)
                                                                                                                        and Agfa Materials (3000 staff) are
                                                                                                                        strong enough to stand on their own.




                                                                                                                         Monthly M&A Report – 112
                                                                                                                                                                 Benelux




League Tables

Top 15 Financial Advisors - Benelux

Ranked by Value                                                                                 Ranked by Volume
  YTD 30-       House                                             Value          Deal             YTD 30-       House                                             Value          Deal
  Sep-2007                                                        € (m)         Count             Sep-2007                                                        € (m)         Count
       1        Goldman Sachs                                    143,552          21                   1        ABN AMRO                                         127,857          42
       2        Morgan Stanley                                   141,194          21                   2        Rothschild                                       98,394           22
       3        ABN AMRO                                         127,857          42                   3        Deloitte                                          4,294           22
       4        UBS                                              122,464          15                   4        Goldman Sachs                                    143,552          21
       5        Merrill Lynch                                    107,804          12                   5        Morgan Stanley                                   141,194          21
       6        Lehman Brothers                                  106,176          17                   6        ING                                               6,985           19
       7        Rothschild                                       98,394           22                   7        Rabobank                                          8,294           18
       8        Citigroup                                        43,676           14                   8        Lehman Brothers                                  106,176          17
       9        Lazard                                           29,209            8                   9        JPMorgan                                         23,972           16
      10        Perella Weinberg Partners                        28,246            3                  10        UBS                                              122,464          15
      11        Deutsche Bank                                    26,440           13                  11        Citigroup                                        43,676           14
      12        Greenhill & Co                                   24,955            2                  12        M&A International                                 1,343           14
      13        NIBC Bank                                        24,554            6                  13        Deutsche Bank                                    26,440           13
      14        Santander Global Banking and Markets             24,223            4                  14        Credit Suisse                                     7,676           13
      15        Fox-Pitt, Kelton                                 24,181            1                  15        Merrill Lynch                                    107,804          12
                                                                    Source: mergermarket                                                                            Source: mergermarket
The Financial adviser league tables by value and volume have been run from 01 January 2007 to 30 September 2007 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 Benelux.




Top 15 Legal Advisors - Benelux

Ranked by Value                                                                                 Ranked by Volume
  YTD 30-       House                                             Value          Deal             YTD 30-       House                                             Value          Deal
  Sep-2007                                                        € (m)         Count             Sep-2007                                                        € (m)         Count
       1        Allen & Overy                                    137,925          66                   1        Allen & Overy                                    137,925          66
       2        De Brauw Blackstone Westbroek                    122,633          46                   2        De Brauw Blackstone Westbroek                    122,633          46
       3        Sullivan & Cromwell                              113,369          14                   3        Loyens & Loeff                                   39,534           42
       4        NautaDutilh                                      111,200          27                   4        Linklaters                                       97,660           38
       5        Herbert Smith, Gleiss Lutz, Stibbe               102,563          34                   5        Freshfields Bruckhaus Deringer                    36,056           36
       6        Skadden Arps Slate Meagher & Flom                102,502           9                   6        Herbert Smith, Gleiss Lutz, Stibbe               102,563          34
       7        Clifford Chance                                  99,750           31                   7        Clifford Chance                                  99,750           31
       8        Linklaters                                       97,660           38                   8        CMS                                              18,195           30
       9        Debevoise & Plimpton                             93,572            8                   9        NautaDutilh                                      111,200          27
      10        Davis Polk & Wardwell                            86,592            3                  10        Baker & McKenzie                                  6,614           25
      11        Blake, Cassels & Graydon                         80,975            7                  11        Houthoff Buruma                                   4,021           23
      12        Shearman & Sterling                              80,376            7                  12        Simmons & Simmons                                 1,369           22
      13        Bonelli Erede Pappalardo                         71,134            2                  13        Sullivan & Cromwell                              113,369          14
      14        Fasken Martineau                                 71,121            1                  14        White & Case                                     19,470           12
      15        Loyens & Loeff                                   39,534           42                  15        Cleary Gottlieb Steen & Hamilton                 21,357           11
                                                                    Source: mergermarket                                                                            Source: mergermarket



The Legal adviser league tables by value and volume have been run from 01 January 2007 to 30 September 2007 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 Benelux.




                                                                                                                                                 Monthly M&A Report – 113
                                                                                                                                                                    Benelux




League Tables

Activity Table of Private Equity Firms on Benelux Buyouts

Ranked by Value                                                                                  Ranked by Volume
  YTD 30-       House                                              Value          Deal              YTD 30-       House                                              Value          Deal
  Sep-2007                                                         € (m)         Count              Sep-2007                                                         € (m)         Count
       1        CVC Capital Partners                               3,203            4                    1        Gilde Investment Management                         506             5
       2        GS Capital Partners                                3,138            2                    2        CVC Capital Partners                               3,203            4
       3        Cyrte Investments                                  3,138            1                    3        Parcom Ventures                                    1,883            4
       4        Colony Capital                                     2,600            1                    4        AAC Capital Partners                                487             4
       5        Parcom Ventures                                    1,883            4                    5        KBC Private Equity                                   57             4
      6=        Permira                                            1,115            2                   6=        Fortis Private Equity                                 -             4
      6=        SVG Capital                                        1,115            2                   6=        GIMV                                                  -             4
       8        Lion Capital                                       1,100            1                    8        Bencis Capital Partners                              40             3
       9        Kohlberg Kravis Roberts & Co                        800             1                   9=        Egeria                                                -             3
      10        Bridgepoint Capital                                 774             1                   9=        Van den Ende&Deitmers Venture                         -             3
                                                                     Source: mergermarket                         Capital Partners
                                                                                                                                                                       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
Benelux. The tables by value and volume have been run from 01 January 2007 to 30 September 2007 and exclude lapsed and withdrawn deals.




Activity Table of Private Equity Firms on Benelux Exits

Ranked by Value                                                                                  Ranked by Volume
  YTD 30-       House                                              Value          Deal              YTD 30-       House                                              Value          Deal
  Sep-2007                                                         € (m)         Count              Sep-2007                                                         € (m)         Count
      1=        J.C. Flowers & Co                                  2,985            1                    1        AlpInvest Partners                                 1,643            7
      1=        NIBC Bank                                          2,985            1                    2        NeSBIC Group                                        240             4
       3        AlpInvest Partners                                 1,643            7                    3        AAC Capital Partners                                345             3
       4        CVC Capital Partners                               1,527            2                    4        NPM Capital                                         240             3
       5        LBO France                                         1,245            1                    5        GIMV                                                125             3
       6        PAI Partners                                       1,003            1                    6        Prime Technology Ventures                            69             3
       7        Taros Capital                                       800             1                    7        CVC Capital Partners                               1,527            2
       8        Candover Investments                                700             1                    8        Gilde Investment Management                         669             2
       9        Gilde Investment Management                         669             2                   9=        Capital-C Ventures                                   10             2
      10        Rosalia                                             510             1                   9=        Rabobank Participaties                                -             2
                                                                     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 Benelux.
The tables by value and volume have been run from 01 January 2007 to 30 September 2007 and exclude lapsed and withdrawn deals.




                                                                                                                                                   Monthly M&A Report – 114
                                                                                                                                                                                                                        Benelux




Trend Graphs

Benelux M&A Quarterly Trend
Value                                                                                                                      Volume
           120000                                                                                                                             150



           100000
                                                                                                                                              120




                                                                                                                          Number of deals
            80000
Value €m




                                                                                                                                               90

            60000

                                                                                                                                               60
            40000


                                                                                                                                               30
            20000



                    0                                                                                                                              0
                          Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3                                                                      Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3
                         2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007                                2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007



                                                                                                                                                                                                                                        Moving
                                                                                                                                                                                                                                        average
                                                                                                                                                                                                                                        trend line




Benelux M&A Quarterly Private Equity Trend
Value                                                                                                                      Volume
           18,000                                                                                                                             40


           16,000                                                                                                                             35

           14,000
                                                                                                                                              30

           12,000
                                                                                                                            Number of deals




                                                                                                                                              25
Value €m




           10,000
                                                                                                                                              20
            8,000

                                                                                                                                              15
            6,000

                                                                                                                                              10
            4,000


            2,000                                                                                                                              5


               0                                                                                                                               0
                         Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3                                                                   Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3
                        2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007                             2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007



                                                                                                     Benelux Buyouts                                                                                                              Benelux Buyouts

                                                                                                     Benelux Exits                                                                                                                Benelux Exits




                                                                                                                                                                                                    Monthly M&A Report – 115
                                                                                                                                                                                                     Benelux



Trend Graphs


Benelux M&A Annual Trends
Value                                                                                                             Volume
           200,000                                                                                                                         600



                                                                                                                                           500

           150,000

                                                                                                                                           400




                                                                                                                  Number of deals
Value €m




           100,000                                                                                                                         300



                                                                                                                                           200

            50,000

                                                                                                                                           100



                0                                                                                                                            0
                             2003          2004              2005                 2006            2007 YTD                                           2003             2004               2005        2006             2007 YTD




                                                                                                All Benelux M&A                                                                                                     All Benelux M&A

                                                                                                Benelux Buyouts                                                                                                     Benelux Buyouts

                                                                                                Benelux Exits                                                                                                       Benelux Exits




Benelux M&A Sector Breakdown 2007 YTD
Value                                                                                                             Volume
                                                                                                                                                     2.9%      1.0%
                              <1%
                      4.0%
                                    5.3%                                                                                                   3.6%             2.9%
            7.5%                                                    Industrials and Chemicals                                                                                                        Industrials and Chemicals
                                                                                                                                                                                     20.0%
                                              10.7%
     <1%                                                            TMT                                                                    4.7%                                                      TMT

                                                                    Consumer                                                                                                                         Consumer
                                                                                                                                    6.5%
                                                      9.2%          Business Services                                                                                                                Business Services

                                                                    Financial Services                                                                                                               Financial Services

                                                                    Transport                                                                                                                        Construction
                                                       2.7%
                                                                    Pharma/Medical/Biotech                                11.2%                                                                      Transport
                                                                                                                                                                                             16.4%

                                                                    Energy/Mining/Utilities                                                                                                          Pharma/Medical/Biotech

                                                                    Agriculture                                                                                                                      Energy/Mining/Utilities

                                                                                                                                                                                                     Leisure
                                                                                                                                             14.8%
                                                                                                                                                                                                     Agriculture
                     58.6%                                                                                                                                                   16.1%




                                                                                                                                                                                        Monthly M&A Report – 116
                                                                                                                                                                                                              Benelux




Mid Market Deals

Top 10 Benelux Announced Mid Market Deals YTD 30 September 2007
(EUR 10m to EUR 250m)
   Announced             Status      Target Company              Sector                Bidder Company               Seller Company                                       Exit Multiples (x)                Bid Premia       Deal Value
                                                                                                                                                                Revenue        EBITDA           P/E           1-day          (EURm)
                                                                                                                                                                                                             before
   20-Aug-07                C        Koninklijke Swets           Business              Gilde Buy Out Fund           AlpInvest Partners NV;                         0.3            8.1          11.1              -              240
                                     & Zeitlinger                Services              BV                           Cobepa SA; NeSBIC
                                     Holding NV                                                                     Group BV; NPM Capital
                                                                                                                    NV; and Swets family
   12-Jun-07                C        ABN Amro Bank               Financial             Hong Leong                   ABN AMRO Bank NV                               n/a            n/a           n/a              -              198
                                     (car loan business)         Services              Finance Limited
   26-Jun-07                C        Enraf BV                    TMT                   Honeywell                    Delft Instruments BV                           1.9                                           -              193
                                                                                       International Inc
   2-Aug-07                 C        Artwork Systems             TMT                   Esko NV                                                                     4.1           11.5          17.4           7.4%              192
                                     Group NV
   15-Feb-07                C        UPC Belgium                 TMT                   Telenet Holding NV           Liberty Global Inc                                                                           -              183
   31-Jul-07                C        Wind PPC Holding            TMT                   Weather                      PPC                                                                                          -              175
                                     NV                                                Investments SpA              Telecommunications SA
   27-Feb-07                C        Flexsys NV (50%             Industrials &         Solutia Incorporated Akzo Nobel NV                                                                                        -              161
                                     stake)                      Chemicals
   9-Mar-07                 C        Wegener NV                  TMT                   Mecom Group plc              Telegraaf Media Groep                          1.3           11.9          23.1          11.5%              159
                                     (23.90% stake)                                                                 NV
   17-Jul-07                P        ING Belgium                 Financial             Unipol Assicurazioni P&V Verzekeringen                                      n/a            n/a          12.7              -              150
                                     SA/NV (Broker               Services              SpA
                                     and Employee
                                     Benefits insurance
                                     business) (19%
                                     stake)
   27-Jun-07                P        Immo Croissance             Financial             Baugur Group Hf                                                             n/a            n/a          41.6          16.7%              145
                                     SICAV                       Services
   C = Completed; P = Pending; L = Lapsed                                                                                                                                                                        Source: mergermarket




Benelux M&A Quarterly Mid Market Trend
Value                                                                                                                  Volume
           3,500                                                                                                                        50



           3,000
                                                                                                                                        40

           2,500
                                                                                                                      Number of deals




                                                                                                                                        30
Value €m




           2,000



           1,500
                                                                                                                                        20


           1,000

                                                                                                                                        10
            500



              0                                                                                                                          0
                    Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3                                                                  Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3
                   2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007                            2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007

                                                                                                                                                                                                                              Moving
                                                                                                                                                                                                                              average
                                                                                                                                                                                                                              trend line




                                                                                                                                                                                          Monthly M&A Report – 117
                                                                                                                                                                  Benelux




Mid Market League Tables

Top 10 Mid Market Financial Advisors –                                                         Top 10 Mid Market Legal Advisors –
Benelux                                                                                        Benelux
(EUR 10m to EUR 250m)                                                                          (EUR 10m to EUR 250m)

  YTD 30-        House                                              Value          Deal          YTD 30-        House                                              Value          Deal
  Sep-2007                                                          € (m)         Count          Sep-2007                                                          € (m)         Count
 Value:                                                                                         Value:
       1         ABN AMRO                                           1,125            10               1         Allen & Overy                                      1,672            23
       2         Deloitte                                            866             9                2         Freshfields Bruckhaus Deringer                       976             10
       3         ING                                                 793             7                3         Baker & McKenzie                                    850             9
       4         JPMorgan                                            546             4                4         Linklaters                                          715             13
       5         Morgan Stanley                                      515             4                5         CMS                                                 710             11
       6         Credit Suisse                                       488             5                6         Houthoff Buruma                                     629             7
       7         Rabobank                                            455             5                7         De Brauw Blackstone Westbroek                       608             8
       8         Catalyst Advisors                                   442             3                8         Loyens & Loeff                                      555             8
       9         Rothschild                                          431             5                9         Clifford Chance                                     498             5
      10         Goldman Sachs                                       334             2               10         Sullivan & Cromwell                                 430             3
 Volume:                                                                                        Volume:
       1         ABN AMRO                                           1,125            10               1         Allen & Overy                                      1,672            23
       2         Deloitte                                            866             9                2         Linklaters                                          715             13
       3         ING                                                 793             7                3         CMS                                                 710             11
       4         Credit Suisse                                       488             5                4         Freshfields Bruckhaus Deringer                       976             10
       5         Rabobank                                            455             5                5         Baker & McKenzie                                    850             9
       6         Rothschild                                          431             5                6         De Brauw Blackstone Westbroek                       608             8
       7         JPMorgan                                            546             4                7         Loyens & Loeff                                      555             8
       8         Morgan Stanley                                      515             4                8         Houthoff Buruma                                     629             7
       9         M&A International                                   243             4                9         NautaDutilh                                         416             7
      10         Catalyst Advisors                                   442             3               10         Clifford Chance                                     498             5
                                                                      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
2007 to 30 September 2007 and exclude lapsed and withdrawn deals. The tables cover all         2007 to 30 September 2007 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 Benelux.   sectors and are based on the geography of either the target, bidder or seller being Benelux.




                                                                                                                                                 Monthly M&A Report – 118
Iberia


Llanera and the Spanish Real Estate crisis                            company has accumulated a long-term debt of €301m
                                                                      with financial institutions Bancaja, Banco de Valencia
•   According to the Association of real state promoters of
                                                                      and Caja Mediterraneo, while it also owes €150m to US
    Madrid (Asprima), people’s homes are overvalued by as
                                                                      investment bank Lehman Brothers. What’s more, the
    much as 30%. The construction sector has been one
                                                                      company has spent millions of Euros on international
    of the country’s motors of growth and Spain’s real state
                                                                      marketing campaigns and representative offices to sell its
    sector has also been consolidated trough mergers and
                                                                      holiday homes off-plan. It also sponsors Charlton Athletic,
    acquisitions. In the last two years several large quoted
                                                                      a south London football club in the UK, as well as local
    companies have been taken over, while other small and
                                                                      sporting clubs, whereas others developers and builders
    medium-sized private ones have also been acquired.
                                                                      were investing in other sectors and outside Spain,
    According to mergermarket, Spain’s leading property
                                                                      preparing themselves for the inevitable market turbulence
    investors have been involved in mergers and acquisitions
                                                                      trough risk diversification.
    worth a combined value of €18bn so far this year.
                                                                  •   Llanera is simply the first victim in what will be a long and
•   Spain’s real estate takeovers also have a particular
                                                                      painful unraveling of the Spanish property market which
    feature: most of the high-profile deals have involved
                                                                      will affect ordinary families. The construction industry is
    smaller companies acquiring much larger ones,
                                                                      shedding jobs, mortgage rates are rising along with the
    These deals are being driven by a new generation of
                                                                      EURIBOR and new loans are more difficult to find as
    entrepreneurs who have prospered during the recent
                                                                      banks are lending much less to real state developers and
    boom and have strong banking relationship, enabling
                                                                      sales agents because of increased risks in the market,.
    them to use a high proportion of debt funding.
                                                                      Also add in the recent global credit crunch, which makes
•   The main factors affecting rising property rates have been        it very hard for companies in the sector to raise debt, and
    the arrival of large numbers of immigrants, the addition of       built new mergers and acquisitions.
    women to the workplace and an increased presence of
                                                                  •   Construction and house price-funded consumer spending
    young buyers in the market. However from January 2007,
                                                                      are the main pillars of the Spanish economy, with
    we have seen that property prices have stopped rising
                                                                      industrial production having mainly been outsourced and
    in step with inflation. It is therefore, not a surprise that
                                                                      wages have risen to the European mean. Furthermore
    property in Spain has been overestimated and that prices
                                                                      house price booms would not have been possible without
    were due to drop.
                                                                      a credit boom, and that the collapse in credit will have
•   The first indication in the stock market began with                serious repercussion on house prices in some European
    Astroc, the Valencia-based real estate firm, whose shares          countries, including Spain, UK and Ireland, where house
    dropped by more than 64% in barely five sessions                   prices have been accelerating at a fast level. In addition, in
    beginning in mid-April. Other companies followed,                 these countries, house prices are closely correlated with
    including Cleop, which has fallen by 20.5% since April            consumer spending, leading many to think that the credit
    18. Fadesa has dropped 16.6%, and other companies                 crunch will directly lead to a fall in economic growth.
    such as Urbas, Colonia, Inmocaral, Montebalito, Sacyr
    Vallehermoso and FCC have all seen their share prices
    drop by more than 10% during this period. Another
    indication of the weakness of the sector is the financial
    crisis affecting the Valencia-based, construction giant,
    Llanera, which, along with five of its subsidiaries, was
    forced to suspend payments to its creditors earlier this
    month, since this postponement, the company is locked
    in talks with creditors on restructuring debt payments. At
    the end of 2006, Llanera had liabilities of €750m, while
    equity totaled barely €70m. The firm generated €418.6m
    in sales last year, while staff salaries reached €30m. The


                                                                                                     Monthly M&A Report – 119
                                                                                                                    Iberia



Iberia




Air France still thinks over Iberia                                 •   British Airways owns 10 per cent of Iberia, with first right
                                                                        of refusal for a further 20 per cent. The British carrier is a
•   Air France-KLM, the world’s leading airline group in terms
                                                                        code share partner with Iberia and is hoping to maintain
    of turnover, once again confirms its intention to take an
                                                                        the same privileges under new ownership. In order to
    active part in the consolidation process of the air transport
                                                                        retain rights over it’s much sought after routes to South
    industry.
                                                                        America, Iberia must maintain its national flag carrier
•   In Europe, Spain is a one of the major markets and                  status.
    Iberia an important player in air transport. Taking in
                                                                    •   In practical terms that means that Iberia must be 51 per
    the perspective of much needed consolidation for the
                                                                        cent-owned by Spanish investors. BA and TPG have
    efficiency and profitability of the air transport sector, it
                                                                        brought in a trio of Spanish investors that would be
    is therefore quite normal for it to be examined among
                                                                        the official owners of 51 per cent of Iberia if their bid is
    others.
                                                                        successful. TPG had indicated earlier that it was willing to
•   French-Dutch airline Air France-KLM is planning to launch           pay 3.60 per share for Iberia, valuing it at €3.4bn.
    a rival offer with two Spanish firms for Spain’s Iberia
    against a group led by private equity group TPG and the
    Iberia Pilots’ Trade Union. Speculation has simmered for
    months that Air France-KLM could launch a rival bid for
    the company. British Airways and TPG, the American
    buyout giant, are expected to launch a bid that values
    Iberia at as much as €3.4bn. The group is understood to
    have finished its due diligence and is now working on
    lining up a consortium of banks to finance the offer.




                                                                                                       Monthly M&A Report – 120
                                                                                                                                 Iberia




Deal of the Month

 Target:         Uralita SA (56.5% stake)                                   Announced:                  3 September 2007
 Bidder:         Nefinsa SA                                                  Approximate Deal value:     EUR 887m
 Sellers:        -                                                          Deal nature:                Recommended




•     Nefinsa SA, the Spanish diversified industrial Group, has             Irrevocable Undertaking and Holdings
      launched a public offer for all outstanding share capital of
                                                                          •    Nefinsa holds a 43.5% stake in Uralita.
      Uralita SA, the Spanish construction company, in which it
      already owns a 43.5% stake.
                                                                          Rationale
                                                                          •    The aim of the voluntary offer is to increase Nefinsa’s
Structure
                                                                               stake in the company and to offer an exit at a fair price to
•     The transaction will be conducted via a public offer under
                                                                               any minority shareholders who do not wish to participate
      the Spanish law.
                                                                               in the diversification of the business.


Terms                                                                     Conditions
•     Uralita shareholders will receive EUR 7.00 in cash per
                                                                          •    50.01% acceptances
      share held.

•     The offer values the entire share capital of Uralita at EUR
      1.38bn.

•     It represents a premium of 6.38% to Uralita’s closing
      price of EUR 6.58 on 31 August 2007, the last trading
      price prior to the formal announcement.



                                Exit Multiples - Y/E 06                                                    Premium Analysis
                                       Multiples          Value (EUR m)            Offer price per share (EURm)    7
 Revenue                                 1.5x                  1,005               1 day before                    6.38%
 EBITDA                                  8.7x                  172                 1 month before                  -0.57%
 EBIT                                    11.5x                 129                 1 day after                     1.45%
 Earnings                                29.2x                  43                 Pre-rumour                      -

 Advisers
 Target/Seller                                                         Bidder
 Financial                 Citigroup                                   Financial                    Santander Global Banking and Markets
 Legal                     -                                           Legal                        -
 PR                        Eurocom Communications                      PR                           Eurocom Communications




                                                                                                                   Monthly M&A Report – 121
                                                                                                                        Iberia




Deal of the Month

Timetable and Expected Events
Offer Timetable
Comision Nacional del           15 calendar days indicative deadline, no formal deadline, clock stops frequently if new data requested,
Mercado de Valores              proposed offer filed with CNMV 18-Jul-07
(CNMV) approval
Offer document issued           max 5 trading days from CNMV approval publication (hostile offers), same trading day for friendly offers
Offer period commences          normally same trading day as publication
Last day for competing          10 trading days from opening of offer period including Saturdays.
offer
Target’s response               latest 10 trading days from opening of offer period
Last day for revised offer      7 trading days prior to closing date (Saturdays count as trading days)
Closing Date                    min 1 month - max 2 months after filing of offer (set by offer document)
CNMV notifies result -           max 6 calendar days after closing of offer
transaction date
Settlement                      3 working days after transaction date




                                                                                                          Monthly M&A Report – 122
                                                                                                                                          Iberia




Top Deals

Top 15 Spanish and Portuguese Announced Deals for YTD 30 September 2007
Announced   Status   Target Company      Sector          Bidder Company    Seller Company                Exit Multiples (x)            Bid Premia    Deal Value
                                                                                               Revenue       EBITDA            P/E    1-day before    (EURm)

11-Apr-07     C      Endesa SA           Energy,         Enel Energy                             3.3            9.0           14.8       2.6%         48,409
                     (63.1% stake)       Mining &        Europe Srl
                                         Utilities
18-Jul-07     P      Altadis SA          Consumer        Imperial                                1.2           12.3           28.6       4.0%         15,399
                                                         Tobacco Group
                                                         plc
2-Mar-07      P      Metrovacesa SA      Financial       Sacresa                                 n/a            n/a           15.9      -5.0%         14,440
                     (60.39% stake)      Services
10-Apr-07     P      Grupo Agbar         Energy,         Hisusa                                  1.9           10.2           13.4      -1.4%          3,931
                     (52.13% stake)      Mining &
                                         Utilities
19-Jan-07     C      Riofisa SA           Financial       Grupo                                   n/a            n/a           23.0       0.3%          2,208
                                         Services        Inmocaral SA
21-Sep-07     P      PT Multimedia    TMT                Portugal          Portugal Telecom      5.9           18.4           51.7         -           2,149
                     Servicos de                         Telecom           SGPS SA
                     Telecomunicacoes                    (shareholders)
                     e Multimedia
                     SGPS SA (58.43%
                     stake)
24-Jul-07     P      Applus Servicios    Business        The Carlyle       Caja Madrid;          2.7           19.2                        -           1,480
                     Tecnologicos SL     Services        Group LLC         Grupo Agbar; and
                                                                           Union Fenosa SA
2-Aug-07      C      Bancaja             Financial       Deutsche          Bancaja               n/a            n/a                        -           1,355
                     Inversiones SA      Services        Bank AG; and
                     (30% stake)                         Guggenheim
                                                         Capital Markets
                                                         LLC
28-Sep-07     P      Sintonia SA         TMT             GS                Ragione SpA;                                                    -           1,300
                     (21.8% stake)                       Infrastructure    Sintonia SpA
                                                         Partners I; and
                                                         Mediobanca
                                                         SpA
6-Jun-07      P      Caprabo SA (75%     Consumer        Eroski Group      Botet family;         0.7           17.0           173.3        -           1,175
                     stake)                                                Carbo family;
                                                                           Elias family; and
                                                                           La Caixa
7-Feb-07      C      Recoletos Grupo     TMT             RCS               Retos Cartera SA      3.6           13.8                        -           1,100
                     de Comunicacion                     MediaGroup
                     SA                                  SpA
24-Jul-07     P      Conducciones y      Industrials &   Tubos Reunidos Bagoeta SL               1.0                                       -            952
                     Derivados SA        Chemicals       SA
12-Jul-07     P      Caifor SA (50%      Financial       La Caixa          Fortis                                                          -            950
                     stake); and         Services
                     SegurCaixa (20%
                     stake)
22-Jan-07     C      Parques Reunidos Leisure            Candover        Advent                  4.7                                       -            900
                     SA                                  Investments plc International
                                                                         Corporation
3-Sep-07      P      Uralita SA (56.5%   Construction Nefinsa SA                                  1.5            8.7           29.2       6.4%           887
                     stake)
C = Completed; P = Pending; L = Lapsed




                                                                                                                               Monthly M&A Report – 123
                                                                                                                                     Iberia



Top Deals


Top 5 Iberian Announced Deals of the Month (September 2007)
Announced   Status   Target Company      Sector         Bidder Company    Seller Company             Exit Multiples (x)           Bid Premia    Deal Value
                                                                                           Revenue       EBITDA           P/E    1-day before    (EURm)

21-Sep-07     P      PT Multimedia       TMT            Portugal          Portugal           5.9           18.4           51.7        -           2,149
                     Servicos de                        Telecom           Telecom SGPS
                     Telecomunicacoes                   (shareholders)    SA
                     e Multimedia
                     SGPS SA (58.43%
                     stake)
28-Sep-07     P      Sintonia SA         TMT            GS                Ragione SpA;                                                -           1,300
                     (21.8% stake)                      Infrastructure    and Sintonia
                                                        Partners I; and   SpA
                                                        Mediobanca
                                                        SpA
3-Sep-07      P      Uralita SA (56.5%   Construction   Nefinsa SA                            1.5            8.7           29.2      6.4%           887
                     stake)
5-Sep-07      C      Iberocruceros       Leisure        Carnival plc;                                                                 -            320
                                                        and Orizonia
19-Sep-07     P      Desarrollo de       Transportation Abertis          Actividades de                                               -            271
                     Concesiones                        Infraestructuras Construccion y
                     Aeroportuarias SL                  SA; and TBI Plc Servicios SA
C = Completed; P = Pending; L = Lapsed




                                                                                                                          Monthly M&A Report – 124
                                                                                                                                           Iberia




Expected Deals

Pipeline of Iberian Expected Deals
Situation   Target          Sector         Potential Bidder   Seller     Financial         Market Cap/   Comments
            Company                        Company            Company    Advisor            Est. Value
                                                                                             (EURm)
Rumoured    Repsol YPF      Energy,        Undisclosed                                       28,129      Rumoured takeover target following expiry of Spanish
Takeover    SA              Mining &       bidder                                                        government golden share / Potential spin-off of YPF.
Target                      Utilities
Expected    Altadis SA      Consumer       CVC Capital                   Target: JP          12,947      Terms of the transaction: EUR 50 per Altadis SA share
Deal                                       Partners                      Morgan; Credit
                                                                         Suisse; Merrill
                                                                         Lynch and
                                                                         Rothschild;
                                                                         Bidder:
                                                                         Goldman
                                                                         Sachs; BNP
                                                                         Paribas; Lazard
                                                                         and Calyon
Rumoured    Grupo           Construction   Undisclosed                                       6,995       BAA, the UK-based airport operator, is considering
Takeover    Ferrovial SA                   bidder                                                        options including a sale of one of its UK airports after
Target      (BAA airport                                                                                 the Office of Fair Trading announced plans to refer
            assets)                                                                                      BAA to the Competition Commission.
Rumoured    Gamesa          Energy,        Iberdrola SA                                      4,085       Iberdrola, the listed Spanish electricity company, now
Takeover    Corporacion     Mining &                                                                     owns 24% in Gamesa and is rumoured to be planning
Target      Tecnologica     Utilities                                                                    a bid for the wind power company. The offer is
            SA                                                                                           expected to be in excess of EUR 20 per share.
Expected    Iberia Lineas   Transportation TPG LLP                       Target: Morgan      3,792       Terms of the transaction: EUR 3.6 per Altadis SA
Deal        Aereas de                                                    Stanley;                        share
            Espana SA                                                    Bidder: JP
                                                                         Morgan
Expected    Compania de     Transportation Imperial           Altadis SA Bidder:             2,664       Terms of the transaction not disclosed
Deal        Distribucion                   Tobacco Group                 Morgan
            Integral                       plc                           Stanley and
            Logista SA                                                   Citigroup
Rumoured    NH Hoteles      Leisure        Corporacion                                       1,540       A report by El Confidencial cited sources close to the
Takeover    SA                             Financiera Issos                                              operation who said that Corporacion Financiera Issos'
Target                                                                                                   chairman, Miquel Boyer, had contacted shareholders
                                                                                                         of the listed Spanish hotel group NH Hoteles to
                                                                                                         assess their willingness to sell. According to the
                                                                                                         report, Carabante has identified an opportunity that
                                                                                                         exists as a result of the current conflict between NH
                                                                                                         Hoteles and fellow Spanish hotel group Hesperia,
                                                                                                         which owns 24% of NH Hoteles but which does not
                                                                                                         enjoy voting rights.
Expected    Grupo           Industrials    Tubos Reunidos                                    1,083       Tubos Reunidos plans to merge with rival tube
Deal        Condesa         and            SA                                                            company Grupo Condesa. Tubos will absorb Larreder
                            Chemicals                                                                    and Aranguio, the holding companies at the head of
                                                                                                         unlisted Grupo Condesa. Tubos will then hold a 4x1
                                                                                                         stock split and buy back shares worth up to EUR
                                                                                                         170m. It will buy back up to 7.56m shares before the
                                                                                                         stock split and up to 30.25m shares afterwards. The
                                                                                                         exchange rate ratio for the merger will be 29.13m
                                                                                                         new post-split shares in Tubos Reunidos, which will
                                                                                                         be issued to Bagoeta. If the new Spanish takeover
                                                                                                         code obliges Bagoeta to launch a full bid for Tubos
                                                                                                         Reunidos, the companies said that they will study
                                                                                                         options to avoid this outcome, either by changing
                                                                                                         the exchange rate or by selling shares over 30% to
                                                                                                         investors. Bagoeta has no intention of launching a
                                                                                                         full bid
Expected    Actuaciones     Construction   Astroc                                             404        Astroc has confirmed in a regulatory filing that it
Deal        e Inversiones                  Mediterraneo                                                  maintains merger talks with the real estate company
            Inmobiliarias                  SA                                                            Actuaciones e Inversiones Inmobiliarias (Aisa)
Rumoured    Amper SA        TMT            Undisclosed                                        362        Amper, the listed Spanish telecommunication
Takeover                                   bidder                                                        services company, could soon see a EUR 15 per
Target                                                                                                   share takeover bid, reported La Gaceta. Experts
                                                                                                         have observed share movements that could signal
                                                                                                         a forthcoming offer, the report said. Meanwhile,
                                                                                                         Amper’s board is seeking to attract a core of
                                                                                                         shareholders as a defense against from hostile bids.
                                                                                                                                             Source: mergermarket




                                                                                                                           Monthly M&A Report – 125
                                                                                                                                                                 Iberia




League Tables

Top 15 Financial Advisors

Ranked by Value                                                                                Ranked by Volume
  YTD 30-       House                                             Value         Deal             YTD 30-        House                                            Value         Deal
  Sep-2007                                                        € (m)        Count             Sep-2007                                                        € (m)        Count
       1        Citigroup                                         114,093        14                   1        KPMG Corp Fin                                      2,389         23
       2        JPMorgan                                          101,962        12                   2        Deloitte                                           4,733         17
       3        Lehman Brothers                                   75,529          5                   3        Citigroup                                         114,093        14
       4        BNP Paribas                                       70,946          7                   4        Atlas Capital Close Brothers                       801           13
       5        Merrill Lynch                                     66,558          6                   5        JPMorgan                                          101,962        12
       6        Santander Global Banking and Markets              65,907          8                   6        ABN AMRO                                           7,745         12
       7        Goldman Sachs                                     55,160          8                   7        Rothschild                                        20,783         11
       8        Banca IMI/Intesa Sanpaolo                         52,509          2                   8        Banco Espirito Santo de Investimento               1,065         11
       9        Morgan Stanley                                    51,934          9                   9        UBS                                               35,428         10
      10        Deutsche Bank AG                                  50,636          5                  10        Socios Financieros                                 1,376         10
      11        Lazard                                            45,205          7                  11        Morgan Stanley                                    51,934          9
      12        Credit Suisse                                     44,413          6                  12        Santander Global Banking and Markets              65,907          8
      13        UBS                                               35,428         10                  13        Goldman Sachs                                     55,160          8
      14        Mediobanca SpA                                    30,893          5                  14        BNP Paribas                                       70,946          7
      15        Dresdner Kleinwort                                24,555          2                  15        Lazard                                            45,205          7
                                                                    Source: mergermarket                                                                           Source: mergermarket

The Financial adviser league tables by value and volume have been run from 01 January 2007 to 30 September 2007 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 Iberia.




Top 15 Legal Advisors

Ranked by Value                                                                                Ranked by Volume
  YTD 30-       House                                             Value         Deal             YTD 30-        House                                            Value         Deal
  Sep-2007                                                        € (m)        Count             Sep-2007                                                        € (m)        Count
       1        Clifford Chance                                   84,302         15                   1        Uria Menendez                                     77,853         40
       2        Uria Menendez                                     77,853         40                   2        Garrigues                                         45,354         30
       3        Linklaters                                        67,920         13                   3        Cuatrecasas - Goncalves Pereira, Castelo Branco   28,921         27
       4        Bonelli Erede Pappalardo                          54,709          4                   4        KPMG Abogados                                      3,297         18
       5        Skadden Arps Slate Meagher & Flom                 50,582          3                   5        Clifford Chance                                   84,302         15
       6        Sullivan & Cromwell                               49,794          3                   6        Linklaters                                        67,920         13
       7        Araoz & Rueda                                     48,646          7                   7        Baker & McKenzie                                   7,510         12
       8        Osler Hoskin & Harcourt                           48,409          1                   8        Freshfields Bruckhaus Deringer                     13,385         11
       9        Garrigues                                         45,354         30                   9        Allen & Overy                                     21,252         10
      10        Latham & Watkins                                  34,256          7                  10        DLA Piper                                          607            9
      11        Wachtell Lipton Rosen & Katz                      31,614          2                  11        Jones Day                                          891            8
      12        Cuatrecasas - Goncalves Pereira, Castelo Branco   28,921         27                  12        Araoz & Rueda                                     48,646          7
      13        Gianni, Origoni, Grippo & Partners                24,525          2                  13        Latham & Watkins                                  34,256          7
      14        Simpson Thacher & Bartlett                        24,205          1                  14        Gomez-Acebo & Pombo Abogados                       432            7
      15        Allen & Overy                                     21,252         10                  15        PEREZ-LLORCA                                      11,986          5
                                                                    Source: mergermarket                                                                           Source: mergermarket


The Legal adviser league tables by value and volume have been run from 01 January 2007 to 30 September 2007 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 Iberia.




                                                                                                                                                 Monthly M&A Report – 126
                                                                                                                                                                      Iberia



League Tables


Activity Table of Private Equity Firms on Iberia Buyouts

Ranked by Value                                                                                   Ranked by Volume
  YTD 30-        House                                              Value          Deal              YTD 30-        House                                             Value           Deal
  Sep-2007                                                          € (m)         Count              Sep-2007                                                         € (m)          Count
       1         The Carlyle Group                                  1,480            1                   1=        Dinamia Capital Privado SCR SA                       150             3
       2         Candover Investments                                900             1                   1=        N+1                                                  150             3
       3         Valanza                                             706             1                    3        Corpfin Capital                                       70              2
       4         Cinven                                              675             1                   4=        Ahorro Corporacion Desarrollo                         -              2
       5         Vista Desarrollo                                    360             1                   4=        ARQUES Industries                                     -              2
       6         Apax Partners                                       350             1                   4=        Explorer Investments                                  -              2
       7         Torreal                                             250             1                   4=        Investindustrial                                      -              2
      7=         Dinamia Capital Privado                             150             3                   4=        MCH Private Equity                                    -              2
      7=         N+1                                                 150             3                    9        The Carlyle Group                                  1,480             1
      10         Corporacion Financiera Alba                         150             1                   10        Candover Investments                                 900             1
                                                                     Source: mergermarket                                                                               Source: mergermarket


The Private Equity buyout activity tables by value and volume are based on privare equity firms advising the bidder on buyout deals where the dominant geography of the target company is
Iberia. The tables by value and volume have been run from 01 January 2007 to 30 September 2007 and exclude lapsed and withdrawn deals.




Activity Table of Private Equity Firms on Iberian Exits

Ranked by Value                                                                                   Ranked by Volume
  YTD 30-        House                                              Value          Deal              YTD 30-        House                                             Value           Deal
  Sep-2007                                                          € (m)         Count              Sep-2007                                                         € (m)          Count
       1         Mercapital                                         1,381            2                    1        3i Group                                             100             5
       2         Providence Equity Partners                         1,100            1                    2        Mercapital                                         1,381             2
       3         Advent International                                900             1                    3        Nazca Capital                                        95              2
       4         3i Group                                            100             5                    4        Providence Equity Partners                         1,100             1
       5         Impala Capital Partners                             100             1                    5        Advent International                                 900             1
       6         Nazca Capital                                        95             2                    6        Impala Capital Partners                              100             1
       7         Saarema Inversiones                                  80             1                    7        Saarema Inversiones                                  80              1
       8         Corpfin Capital                                       70             1                    8        Corpfin Capital                                       70              1
       9         Ahorro Corporacion Desarrollo                        16             1                   9=        Ahorro Corporacion Desarrollo                        16              1
      10         AlpInvest Partners                                   10             1                   9=        AlpInvest Partners                                   10              1
                                                                     Source: mergermarket                                                                               Source: mergermarket


The Private Equity exit activity tables by value and volume are based on privare equity firms advising the vendor on exit deals where the dominant geography of the target company is Iberia.
The tables by value and volume have been run from 01 January 2007 to 30 September 2007 and exclude lapsed and withdrawn deals.




                                                                                                                                                    Monthly M&A Report – 127
                                                                                                                                                                                                                 Iberia




Trend Graphs

Iberia M&A Quarterly Trend
Value                                                                                                                 Volume
           60,000                                                                                                                        150



           50,000
                                                                                                                                         120




                                                                                                                     Number of deals
           40,000
Value €m




                                                                                                                                          90

           30,000

                                                                                                                                          60
           20,000


                                                                                                                                          30
           10,000



               0                                                                                                                              0
                     Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3                                                                      Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3
                    2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007                                2003200320032003200420042004200420052005200520052006200620062006200720072007



                                                                                                                                                                                                                                 Moving
                                                                                                                                                                                                                                 average
                                                                                                                                                                                                                                 trend line




Iberia M&A Quarterly Private Equity Trend
Value                                                                                                                 Volume
           5,000                                                                                                                         25




           4,000                                                                                                                         20
                                                                                                                       Number of deals




           3,000                                                                                                                         15
Value €m




           2,000                                                                                                                         10




           1,000                                                                                                                          5




               0                                                                                                                          0
                     Q1 Q2 Q3 Q4 Q Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3                                                                   Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3
                    2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007                            2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007



                                                                                                    Iberia Buyouts                                                                                                          Iberia Buyouts

                                                                                                    Iberia Exits                                                                                                            Iberia Exits




                                                                                                                                                                                             Monthly M&A Report – 128
                                                                                                                                                                          Iberia



Trend Graphs


Iberia M&A Annual Trends
Value                                                                                        Volume
           120,000                                                                                              500



           100,000
                                                                                                                400


            80,000




                                                                                             Number of deals
                                                                                                                300
Value €m




            60,000

                                                                                                                200
            40,000


                                                                                                                100
            20,000



                0                                                                                                 0
                             2003      2004    2005         2006            2007 YTD                                    2003                 2004           2005           2006               2007 YTD




                                                                            All Iberia M&A                                                                                                    All Iberia M&A

                                                                            Iberia Buyouts                                                                                                    Iberia Buyouts

                                                                            Iberia Exits                                                                                                      Iberia Exits




Iberia M&A Sector Breakdown 2007 YTD
Value                                                                                        Volume
                       1.5%         1.4%
                    2.4%                                                                                                               <1%
                 2.6%                 <1%                                                                                      3.0%
                                                                                                                       5.1%
                                                      Energy/Mining/Utilities                                                                                       Energy/Mining/Utilities
                 2.8%                                                                                                                               19.5%
                                                                                                               6.7%
             3.3%                                     Financial Services                                                                                            Financial Services
                                              49.5%
                                                      Business Services                                                                                             Business Services
                                                                                                  7.1%                                                      13.8%
                                                      TMT                                                                                                           TMT

                                                      Consumer                                                                                                      Consumer
16.1%
                                                      Industrials and Chemicals                                                                                     Industrials and Chemicals
                                                                                             9.4%
                                                      Leisure                                                                                                       Leisure

                                                      Construction                                                                                                  Construction

                                                      Transport                                                                                                     Transport

                                                      Pharma/Medical/Biotech                                   11.1%                                                Pharma/Medical/Biotech
                                                                                                                                                    12.1%
                     19.5%                                                                                                                                          Agriculture
                                                                                                                               11.8%




                                                                                                                                                            Monthly M&A Report – 129
                                                                                                                                                                                                            Iberia




Mid Market Deals

Top 5 Iberian Announced Mid Market Deals of the Month (September 2007)
(EUR 10m to EUR 250m)
   Announced             Status     Target Company                Sector               Bidder Company                                Seller Company                    Exit Multiples (x)                Bid Premia       Deal Value
                                                                                                                                                              Revenue        EBITDA           P/E           1-day          (EURm)
                                                                                                                                                                                                           before
   27-Sep-07                C       Habitat Grupo                 Construction         Dolores Ortega (private                                                                                                 -              225
                                    Empresarial (45%                                   investor); Grupo Ferrovial
                                    stake)                                             SA; and Isak Andic Ermay
                                                                                       (private investor)

   14-Sep-07                P       Companhia de                  Business             Soares da Costa                               Teixeira Duarte                                                           -               33
                                    Parques de                    Services             Concessoes SGPS SA                            - Engenharia E
                                    Estacionamento SA                                                                                Construcoes SA
   13-Aug-07                C       Newco Airport                 Transportation Teinver SA                                          SAS AB                                                                    -               43
                                    (60% stake)
                                    Services SA (55%
   16-Sep-07                C       Jamaica
                                    stake) Coffee                 Leisure              Rodilla Sanchez SL                                                                                                      -               30
                                    Shop
   07-Sep-07                C       Construtora                   Construction         Finertec - Energia e                                                                                                    -               25
                                    do Tamega SA                                       Tecnologia SGPS SA
                                    (41.43% stake)
   C = Completed; P = Pending; L = Lapsed                                                                                                                                                                      Source: mergermarket




Iberia M&A Quarterly Mid Market Trend
Value                                                                                                               Volume
           3500                                                                                                                      60



           3000
                                                                                                                                     50


           2500
                                                                                                                                     40
                                                                                                                   Number of deals
Value €m




           2000

                                                                                                                                     30

           1500

                                                                                                                                     20
           1000


                                                                                                                                     10
           500



              0                                                                                                                       0
                   Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3                                                                Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3
                  2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007                          2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007

                                                                                                                                                                                                                            Moving
                                                                                                                                                                                                                            average
                                                                                                                                                                                                                            trend line




                                                                                                                                                                                        Monthly M&A Report – 130
                                                                                                                                                                  Iberia




Mid Market League Tables

Top 10 Mid Market Financial                                                                   Top 10 Mid Market Legal
Advisors – Iberia                                                                             Advisors – Iberia
(EUR 10m to EUR 250m)                                                                         (EUR 10m to EUR 250m)

  YTD 30-        House                                              Value           Deal        YTD 30-        House                                               Value          Deal
  Sep-2007                                                          € (m)          Count        Sep-2007                                                           € (m)         Count
 Value:                                                                                        Value:
       1         Deloitte                                             561             8              1         Uria Menendez                                       1,682            20
       2         KPMG Corp Fin                                        556             7              2         Garrigues                                            854             13
       3         Atlas Capital Close Brothers                         465             9              3         Clifford Chance                                      639             8
       4         JPMorgan                                             435             2              4         KPMG Abogados                                        634             8
       5         Banco Espirito Santo de Investimento                 403             6              5         Linklaters                                           451             4
       6         Citigroup                                            400             2              6         Gomez-Acebo & Pombo Abogados                         426             4
       7         Keefe Bruyette & Woods                               353             2              7         Cuatrecasas - Goncalves Pereira, Castelo Branco      392             10
       8         Rothschild                                           348             4              8         DLA Piper                                            287             6
       9         Morgan Stanley                                       317             2              9         Cleary Gottlieb Steen & Hamilton                     258             2
      10         N+1                                                  305             3             10         Freshfields Bruckhaus Deringer                        246             2
 Volume:                                                                                       Volume:
       1         Atlas Capital Close Brothers                         465             9              1         Uria Menendez                                       1,682            20
       2         Deloitte                                             561             8              2         Garrigues                                            854             13
       3         KPMG Corp Fin                                        556             7              3         Cuatrecasas - Goncalves Pereira, Castelo Branco      392             10
       4         Banco Espirito Santo de Investimento                 403             6              4         Clifford Chance                                      639             8
       5         Norgestion                                           204             6              5         KPMG Abogados                                        634             8
       6         Rothschild                                           348             4              6         DLA Piper                                            287             6
       7         Socios Financieros                                   140             4              7         Araoz & Rueda                                        237             5
       8         N+1                                                  305             3              8         Linklaters                                           451             4
       9         Santander Global Banking and Markets                 258             3              9         Gomez-Acebo & Pombo Abogados                         426             4
      10         360 Corporate                                        255             3             10         Baker & McKenzie                                     216             3
                                                                      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
2007 to 30 September 2007 and exclude lapsed and withdrawn deals. The tables cover all        2007 to 30 September 2007 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 Iberia.   sectors and are based on the geography of either the target, bidder or seller being Iberia.




                                                                                                                                                 Monthly M&A Report – 131
Nordic


Nordic M&A market delivers a slow Q3                              The OMX saga continues
•   After the record end to 2006, and a promising start           •   The race for Swedish stock exchange OMX has taken yet
    to 2007, Nordic M&A has not been able to build on                 another turn, with the two bidders Nasdaq and Bourse
    the momentum, recording the fourth slowest quarter                Dubai joining forces in an improved offer of SEK 265
    on record since 2004. And in total, the value of deals            (€28.81) per share, valuing OMX at €3.69bn. The joint
    so far in 2007 is far below the record levels of 2006.            bid came after an agreement between the former OMX
    Nevertheless, September did see one large transaction             rivals, which included the acquisition by Borse Dubai of
    coming to market, namely the €1.91bn acquisition of               a 28% stake in London Stock Exchange held by Nasdaq,
    SPP Livforsakring by Storebrand ASA from Svenska                  for a total consideration of GBP 791m. Under the terms
    Handelsbanken. The month also brought to market                   of the agreement, Borse Dubai will gain a 19.9% stake in
    competing bids for the Norwegian property and hotel               the new Nasdaq/ OMX group.
    company Norgani Hotels ASA, with Oslo Properties AS
                                                                  •   Just as the OMX situation seemed to have found a
    (€478m) posting the winning bid over Aberdeen Asset
                                                                      resolution, Qatar Investment Authority (QIA), the Qatari
    Management plc (€443m).
                                                                      government owned investment company, emerged
                                                                      as another potential bidder for OMX. QIA has sought
Financial Services leading the way                                    permission from the Swedish FSA to increase its
•   On the back of the mentioned SPP and Norgani deals as             shareholding in OMX from the current 9.98%, and also
    well as a number of smaller transactions in September,            urged OMX shareholders to take no action in relation to
    the Nordic Financial Services sector has strengthened             the joint bid from Nasdaq and Borse Dubai, indicating that
    its position as the largest source of deal value in the           it is considering a rival bid for OMX. In the latest turn of
    region, with over €15bn worth of deals announced so               events, Borse Dubai has noted that it intends to respond
    far in 2007. The Nordic Pharma and Energy sectors have            to any offer made by QIA, leaving the situation open to
    also continued to produce transactions in 2007, and this          further likely twists and turns.
    year the three sectors have provided almost 60% of the
    M&A deal values in the Nordic region. When looking at         Storebrand – acquire or be acquired?
    deal volume, the Industrials and Chemicals sector along
                                                                  •   The announced acquisition of SPP Livforsakring by
    with the Consumer sector have been by far the busiest
                                                                      Storebrand has sparked new questions regarding
    so far in 2007, with 129 and 90 recorded transactions,
                                                                      Storebrand’s own position the M&A market. Storebrand
    respectively.
                                                                      has been seen as a takeover candidate for several years,
•   Looking ahead, the Nordic Financial Services sector still         and recent speculation centered around a possible
    looks set for further consolidation as the region continues       bidding war between Icelandic Kaupthing and Norwegian
    to host a number of potential targets, and a few cash rich        Gjensidige over the company. With the SPP acquisition,
    market players. In the TMT sector, TeliaSonera, the €20bn         the chances of Storebrand being acquired have now been
    Swedish telecom company, has recently become a hot                reduced significantly, and the deal announcement led to
    target for upcoming M&A activity, with both the Swedish           an immediate 7.8% drop in the Storebrand share price.
    and Finnish governments looking into the possibility of
                                                                  •   However, the Norwegian competition authorities have
    selling their stakes in the company, along with the option
                                                                      decided to let the shareholders Kaupthing (20%) and
    of spinning off the company’s fixed line network. Also in
                                                                      Exista (6.18%), operate as separate shareholders within
    the region, Stora Enso, the €8bn Finnish paper and pulp
                                                                      Storebrand, increasing the chance of the two companies
    group, is reported to be in strategic negotiations, which
                                                                      blocking the acquisition of SSP in order to maintain
    could lead to a takeover of the company.
                                                                      Storebrand as a takeover target.




                                                                                                    Monthly M&A Report – 132
                                                                                                                                          Nordic




Deal of the Month

 Target:       SPP Livforsakring AB                                                     Announced:      5-Sep-07
 Bidder:       Storebrand ASA                                                           Deal value:     EUR 1,913.8m
 Seller:       Svenska Handelsbanken AB                                                 Deal nature:    Recommended



Storebrand ASA, the listed Norwegian insurance company,                             to generate a 2006 pro-forma premium income of EUR
has agreed to acquire SPP Livforsakring AB, the Swedish                             3.41bn. Storebrand also expects annual cost synergies of
based non-mutual life insurance company, from Svenska                               approximately EUR 12.61m before tax with full effect in
Handelsbanken AB, the listed Swedish bank, for a total cash                         2010, as well as tax benefits of more than EUR 12.61m with
consideration of SEK 18bn (EUR 1,913.8m).                                           full effect in 2008.

The purchase price can be reduced to SEK 16bn (EUR                                  As a part of the deal, Storebrand also has the option to
1,701.2m), subject to Swedish regulatory approval for a                             acquire Handelsbanken’s remaining occupational pension
special dividend of SEK 2bn (EUR 212.6m) to be paid by SPP                          business located in the company Handelsbanken Liv.
to Handelsbanken prior to the closing of the transaction.                           Storebrand will also enter into a three year exclusive
                                                                                    agreement for distribution of occupational pensions through
Storebrand will finance the purchase through the issue of
                                                                                    Handelsbanken’s branch network.
new shares, with a value of between EUR 1.135bn and
EUR 1.349bn, as well as a bridge loan of EUR 580m fully                             Storebrand has agreed to pay Handelsbanken a break-up fee
underwritten by JP Morgan and UBS. The acquisition will                             of SEK 200m (EUR 21.31m), if the subsequent conditions are
include all subsidiaries of SPP Livforsakring, namely SPP                           not satisfied. Completion is expected by the end of 2007.
Fonder, SPP Ireland (previously known as Handelsbanken
Life & Pension), Handelsbanken Varumarkes AB and the 50%
                                                                                    Conditions:
stake that the company owns in Nordben.
                                                                                    The deal is subject to approval by the Svenska
The acquisition is part of Storebrand’s strategy to create                          Handelsbanken shareholders and regulatory authorities.
a well positioned life insurance and pension provider in
the Nordic region, and the combined entity is expected


mergermarket/dealReporter Intelligence
10-Jan-07               Nordea sale could kick-start consolidation in Nordic financial services sector

                                          Exit Multiples                                                                  Premium Analysis
                                        Y/E 06                              Value (EURm)                Offer price per share (EUR)   -
 Revenue                                  n/a                                     n/a                   1 day before                  -
 EBITDA                                   n/a                                     n/a                   1 month before                -
 EBIT                                     n/a                                     n/a                   1 day after                   -
 Earnings                                8.0x                                    161                    Pre-Rumor                     -

 Advisers
 SPP Livforsakring / Svenska Handelsbanken:                                       Storebrand:
 Financial               Handelsbanken Capital Markets                            Financial                 JPMorgan
                         Morgan Stanley                                                                     ABG Sundal Collier
                                                                                                            UBS
 Legal                   White & Case                                             Legal                     Clifford Chance
                         Matheson Ormsby Prentice                                                           Thommessen
                                                                                                            Vinge
                                                                                                            BAHR
 PR                      Internal                                                 PR                        -




                                                                                                                              Monthly M&A Report – 133
                                                                                                                                                             Nordic




Top Deals

Top 15 Nordic Announced Deals for YTD 30 September 2007
Announced    Status   Target Company           Sector                Bidder Company       Seller Company                     Exit Multiples (x)            Bid Premia    Deal Value
                                                                                                                   Revenue       EBITDA            P/E    1-day before    (EURm)

17-Aug-07      P      OMX AB                   Financial             Borse Dubai                                     10.1         22.3            31.7       17.5%         3,687
                                               Services
1-Jun-07       C      Actavis Group hf         Pharma, Medical       Novator Partners                                3.6          16.9            59.7        6.7%         3,465
                      (61.50% stake)           & Biotech             LLP
25-May-07      P      OMX AB                   Financial             Nasdaq Stock                                    8.2          18.1            24.9       15.5%         2,996
                                               Services              Market Inc
26-Jan-07      C      Molnlycke Health         Pharma,               Investor AB;         Apax Partners              3.8          12.4                             -       2,850
                      Care AB                  Medical &             and Morgan
                                               Biotech               Stanley Principal
                                                                     Investments
7-Aug-07       P      Maxit Group AB           Construction          Compagnie de         HeidelbergCement           1.7          11.9                             -       2,125
                                                                     Saint-Gobain         AG
3-Sep-07       P      SPP Livforsakring AB     Financial             Storebrand ASA       Svenska                    n/a           n/a             8.0             -       1,914
                                               Services                                   Handelsbanken AB
19-Jun-07      C      Scandlines AG            Transport             3i Deutschland       Danish Ministry                                                          -       1,560
                                                                     Gmbh; 3i             of Transport
                                                                     Nordic plc;          and Energy; and
                                                                     Allianz Capital      Deutsche Bahn AG
                                                                     Partners GmbH;
                                                                     and Deutsche
                                                                     Seereederei
                                                                     Rostock GmbH
5-Feb-07       P      Renewable Energy         Energy, Mining        Q-Cells AG           Good Energies              14.1         31.2            129.4      -17.1%        1,431
                      Corporation AS           & Utilities                                Investments BV
                      (17.98% stake)
9-May-07       P      Centrumkompaniet         Financial             Boultbee             Stockholms Stadshus        n/a           n/a                             -       1,132
                                               Services                                   AB
24-May-07      C      Codan A/S (28.34%        Financial             Royal &                                         n/a           n/a            27.5       15.9%         1,040
                      stake)                   Services              SunAlliance
                                                                     Insurance Group
                                                                     plc
28-Feb-07      C      Dako A/S                 Pharma,               EQT Partners AB      Harboe family; and                                                       -        973
                                               Medical &                                  Novo Nordisk A/S
                                               Biotech
13-Aug-07      L      Lindex AB                Consumer              KappAhl Holding                                 1.5          12.6            23.4       14.3%          862
                                                                     AB
14-Jun-07      P      Icopal A/S               Construction          Investcorp SA        Axcel Industriinvestor     1.0          11.9            28.4             -        850
                                                                                          A/S; Carlisle
                                                                                          Companies Inc; FIH
                                                                                          A/S; and Kirkbi A/S
26-Feb-07      C      TANDBERG                 TMT                   Ericsson AB                                     3.6          17.2            25.2        5.8%          839
                      Television ASA
                      (88.3% stake)
15-Jan-07      L      TANDBERG                 TMT                   Arris Group Inc                                 3.1          14.9            22.0       11.6%          835
                      Television ASA
C = Completed; P = Pending; L = Lapsed                                                                                                                          Source: mergermarket



Top 5 Nordic Announced Deals of the Month (September 2007)
Announced    Status   Target Company         Sector        Bidder Company                Seller Company                     Exit Multiples (x)             Bid Premia    Deal Value
                                                                                                                   Revenue      EBITDA            P/E     1-day before    (EURm)

3-Sep-07       P      SPP Livforsakring      Financial     Storebrand ASA                Svenska                     n/a          n/a             8.0          -           1,914
                      AB                     Services                                    Handelsbanken AB
17-Sep-07      C      Norgani Hotels         Financial     Oslo Properties AS                                        n/a          n/a             5.6        5.5%           478
                      ASA                    Services
10-Sep-07      L      Norgani Hotels         Financial     EQT Partners AB;                                          n/a          n/a             5.2        6.7%           443
                      ASA                    Services      Norwegian Property
                                                           ASA; Scandic Hotels
                                                           AB
27-Sep-07      C      Haldor Topsoe A/S      Industrials & Haldor Topsoe (private Saipem SpA                         1.5          9.9             18.1         -            356
                      (50% stake)            Chemicals     investor)
5-Sep-07       P      Tryggingamidstodin Financial         Glitnir                                                   n/a          n/a             66.9      13.8%           229
                      HF (39.80% stake) Services
C = Completed; P = Pending; L = Lapsed                                                                                                                         Source: mergermarket


                                                                                                                                            Monthly M&A Report – 134
                                                                                                                                                   Nordic



Top Deals


Top 5 Norwegian Announced Deals for YTD September 2007
Announced    Status   Target Company     Sector           Bidder Company   Seller Company                     Exit Multiples (x)                 Bid Premia    Deal Value
                                                                                                 Revenue          EBITDA           P/E          1-day before    (EURm)

5-Feb-07       P      Renewable          Energy, Mining   Advising         Selmer; Advising Q-Cells AG                                         Good              1,431
                      Energy             & Utilities      sellers: Lexicon sellers: Arntzen                                                    Energies
                      Corporation AS                      Partners         de Besche;                                                          Investments
                      (17.98% stake)                                       Linklaters                                                          BV
26-Feb-07      C      TANDBERG           TMT              Deutsche Bank    Morris, Manning Ericsson AB          SEB          Internal;                            839
                      Television ASA                                       & Martin;                            Enskilda     Wiersholm
                      (88.3% stake                                         O’Melveny &
                      stake)                                               Myers; Wikborg
                                                                           Rein & Co
15-Jan-07      L      TANDBERG           TMT              Deutsche Bank    Morris, Manning Arris Group          Carnegie     Advokatfirmaet                        835
                      Television ASA                                       & Martin;       Inc                  Group;       Steenstrup
                                                                           O'Melveny &                          UBS          Stordrange;
                                                                           Myers; Wikborg                                    BAHR
                                                                           Rein & Co                                         (Advising UBS);
                                                                                                                             Skadden Arps
                                                                                                                             Slate Meagher
                                                                                                                             & Flom
                                                                                                                             (Advising UBS);
                                                                                                                             Troutman
                                                                                                                             Sanders
22-Jun-07      C      Aker Kvaerner      Industrials &                     Advising sellers:   Investor AB;                  Selmer            Aker ASA           799
                      ASA (16.04%        Chemicals                         BAHR                Norwegian
                      stake)                                                                   Government;
                                                                                               and Saab AB
4-Feb-07       P      Renewable          Energy, Mining   Advising         Selmer; Advising Orkla ASA           SEB          Simmons &         Good               797
                      Energy             & Utilities      sellers: Lexicon sellers: Arntzen                     Enskilda     Simmons;          Energies
                      Corporation AS                      Partners         de Besche;                                        Thommessen        Investments
                      (12.48% stake)                                       Linklaters                                                          BV
C = Completed; P = Pending; L = Lapsed                                                                                                               Source: mergermarket




                                                                                                                                   Monthly M&A Report – 135
                                                                                                                                                                Nordic



Top Deals


Top 5 Swedish Announced Deals for YTD September 2007
Announced   Status Target Company        Sector               Bidder Company              Seller                      Exit Multiples (x)                     Bid Premia      Deal Value
                                                                                          Company      Revenue           EBITDA             P/E             1-day before      (EURm)

17-Aug-07      P    OMX AB               Financial Services   Credit Suisse; Lenner &  Cleary        Borse Dubai      HSBC Bank      Advokatfirman                              3,687
                                                              Partners; Morgan Stanley Gottlieb                                      Lindahl; Clifford
                                                                                       Steen &                                       Chance (Advising
                                                                                       Hamilton;                                     HSBC Bank);
                                                                                       Vinge                                         Linklaters;
                                                                                                                                     Roschier
                                                                                                                                     (Advising HSBC
                                                                                                                                     Bank plc)
25-May-07      P    OMX AB               Financial Services   Credit Suisse; Lenner &  Cleary        Nasdaq Stock     JPMorgan       Allen & Overy;                            2,996
                                                              Partners; Morgan Stanley Gottlieb      Market Inc                      Ashurst (Advising
                                                                                       Steen &                                       JPMorgan);
                                                                                       Hamilton;                                     Cederquist;
                                                                                       Dewey                                         Mannheimer
                                                                                       Ballantine                                    Swartling
                                                                                       LLP                                           (Advising
                                                                                       (Advising                                     JPMorgan);
                                                                                       Credit                                        Simpson
                                                                                       Suisse);                                      Thacher &
                                                                                       Vinge                                         Bartlett (Advising
                                                                                                                                     JPMorgan);
                                                                                                                                     Skadden Arps
                                                                                                                                     Slate Meagher
                                                                                                                                     & Flom
26-Jan-07      C    Molnlycke Health     Pharma, Medical      PricewaterhouseCoopers      Barlow     Investor AB;     Morgan         Allen & Overy     Apax Partners           2,850
                    Care AB              & Biotech            Corp Fin, Advising          Lyde &     and Morgan       Stanley        (Advising HSBC
                                                              sellers: Deutsche Bank;     Gilbert;   Stanley                         Holdings;
                                                              Deloitte                    Advising   Principal                       Morgan Stanley;
                                                                                          sellers:   Investments                     Skandinaviska
                                                                                          Ashurst;                                   Enskilda
                                                                                          Hannes                                     Banken); Baker
                                                                                          Snellman                                   & McKenzie;
                                                                                                                                     Cederquist; Chooi
                                                                                                                                     & Co.; Freshfields
                                                                                                                                     Bruckhaus
                                                                                                                                     Deringer;
                                                                                                                                     Hammarskiold
                                                                                                                                     & Co.; Johnson
                                                                                                                                     Stokes & Master;
                                                                                                                                     Vinge
7-Aug-07       P    Maxit Group AB       Construction         Advising sellers: Ernst &   PLESNER;   Compagnie        UBS            Cuatrecasas          HeidelbergCement     2,125
                                                              Young; Goldman Sachs        Advising   de Saint-                       - Goncalves          AG
                                                                                          sellers:   Gobain (Saint-                  Pereira, Castelo
                                                                                          Herbert    Gobain)                         Branco; Delphi
                                                                                          Smith,                                     & Co; Dittmar
                                                                                          Gleiss                                     & Indrenius;
                                                                                          Lutz,                                      Linklaters;
                                                                                          Stibbe;                                    Selmer; Taylor
                                                                                          Vinge                                      Wessing
3-Sep-07       P    SPP Livforsakring    Financial Services   Advising sellers:       Advising       Storebrand       ABG Sundal     BAHR; Clifford       Svenska              1,914
                    AB                                        Handelsbanken Capital   sellers:       ASA              Collier;       Chance;              Handelsbanken AB
                                                              Markets; Morgan Stanley Matheson                        JPMorgan;      Thommessen;
                                                                                      Ormsby                          UBS            Vinge
                                                                                      Prentice;
                                                                                      White &
                                                                                      Case
C = Completed; P = Pending; L = Lapsed                                                                                                                            Source: mergermarket




                                                                                                                                                Monthly M&A Report – 136
                                                                                                                                     Nordic




Expected Deals

Pipeline of Nordic Expected Deals
Situation         Target         Sector          Potential Bidder   Seller Company   Financial   Market Cap/   Comments
                  Company                        Company                             Advisor      Est. Value
                                                                                                   (EURm)
Unconfirmed        Nordea AB      Financial       Sampo; Swedbank;   Swedish                        28,011      Sampo, the Finnish financial concern,
takeover                         Services        or SEB             Government                                 is rumoured to be keen on buying the
rumours                                                                                                        Swedish government’s shares in the
                                                                                                               Nordic bank Nordea. Sampo has SEK
                                                                                                               45bn (EUR 4.97bn) in cash after the sale
                                                                                                               of its banking division to the Danske bank.
Unconfirmed        TeliaSonera    TMT                                                               20,600      The Swedish National Audit Office
takeover          AB                                                                                           is reportedly investigating a possible
rumours                                                                                                        sale of the Swedish government’s 8%
                                                                                                               stake in TeliaSonera in Spring 2008. The
                                                                                                               Swedish post and telecoms board has
                                                                                                               recommended TeliaSonera to separate
                                                                                                               its fixed line network ahead of any sale,
                                                                                                               suggesting a spin off of the unit in 2008.
                                                                                                               The Finnish state is also consider selling
                                                                                                               its TeliaSonera stake a linked to legislation
                                                                                                               from June 2007.
Unconfirmed        Volvo AB       Industrials &                      Cevian Capital                 12,461      Volvo AB is being closely followed by
Takeover                         Chemicals                                                                     Cevian Capital, the Swedish private equity
Rumour                                                                                                         company. Cevian is looking to acquire
                                                                                                               further shares in Volvo, Volvo is viewed to
                                                                                                               have a low value compared to its Swedish
                                                                                                               rival, Scania.
Takeover targets Stora Enso      Industrials &                                                     8,026       Stora Enso, the Finnish paper and pulp
                 Oyj             Chemicals                                                                     group, is reported to be in strategic
                                                                                                               negotiations, which may lead to a
                                                                                                               takeover of the company.
Takeover targets SSAB            Industrials &                                                     5,649       SSAB, the Swedish steel manufacturer,
                                 Chemicals                                                                     could be a takeover target for Thyssen
                                                                                                               Krupp.
Takeover targets Swedish         Consumer                                                          3,866       Swedish Match has been rumoured to
                 Match AB                                                                                      become a potential target for shareholder
                                                                                                               activism following acquisition by Parvus of
                                                                                                               9.4% stake on 21 May 2007.
Spin-off          Danisco A/S    Consumer                                                          3,158       Danisco is to discuss the possibility
                                                                                                               of splitting at the company's general
                                                                                                               assembly on August 29. The suggestion
                                                                                                               to split Danisco into a sugar company
                                                                                                               and a foods ingredients company has
                                                                                                               come from the managing director of the
                                                                                                               Danisco shareholder Olav W. Hansen, Ole
                                                                                                               Steffensen.
Spin-off          ProSafe ASA    Energy,                                                           2,860       The Board of Directors of ProSafe ASA,
                                 Mining &                                                                      the listed Norway based owner and
                                 Utilities                                                                     operator of semi-submersible service
                                                                                                               rigs and floating production and storage
                                                                                                               vessels, has decided to commence a
                                                                                                               process of evaluating the possible effects
                                                                                                               of a split of Prosafe into two focused,
                                                                                                               listed companies.
Spin-off          Loomis         Business        Securitas AB       Securitas AB                   1,200       Securitas has renamed its Cash Handling
                                 Services        (shareholders)                                                Services division "Loomis" in preparation
                                                                                                               for a spin-off. The spin-off has been
                                                                                                               delayed beyond the original 2007 timing
                                                                                                               after it emerged in Q1 07 that cut-off
                                                                                                               procedures in Loomis Cash Management
                                                                                                               Ltd implemented at year end 2006 were
                                                                                                               not fully comprehensive.
Takeover targets Aker Drilling   Energy,                                                            394        Seadrill, the Norwegian Oil rig company
                                 Mining &                                                                      has purchased and entered into forward
                                 Utilities                                                                     contracts for 672,400 shares in Aker
                                                                                                               Drilling. As a result, Seadrill controls
                                                                                                               20.7%, and can be looking at acquire
                                                                                                               more.




                                                                                                                     Monthly M&A Report – 137
                                                                                                                                                                Nordic




League Tables

Top 15 Financial Advisors – Nordic

Ranked by Value                                                                                Ranked by Volume
  YTD 30-       House                                            Value          Deal             YTD 30-        House                                           Value          Deal
  Sep-2007                                                       € (m)         Count             Sep-2007                                                       € (m)         Count
       1        Goldman Sachs                                    16,854          13                   1        SEB Enskilda                                     5,694           28
       2        Handelsbanken Capital Markets                    11,317          19                   2        Carnegie Group                                   2,501           23
       3        Morgan Stanley                                   11,228          10                   3        Handelsbanken Capital Markets                    11,317          19
       4        Deutsche Bank                                    10,089          10                   4        Ernst & Young                                    4,852           19
       5        JPMorgan                                         9,598           10                   5        PricewaterhouseCoopers Corp Fin                  4,666           19
       6        UBS                                              8,459           18                   6        UBS                                              8,459           18
       8        RBC Capital Markets                              7,823            3                   7        Kaupthing Bank                                   6,332           16
       7        Merrill Lynch                                    7,681            9                   8        KPMG Corp Fin                                    3,082           16
       9        Credit Suisse                                    6,862            6                   9        Deloitte                                         4,215           15
      10        Kaupthing Bank                                   6,332           16                  10        ABN AMRO                                         5,590           14
      11        Greenhill & Co                                   6,022            2                  11        Lazard                                           2,705           14
      12        SEB Enskilda                                     5,694           28                  12        M&A International                                  67            14
      13        ABN AMRO                                         5,590           14                  13        Goldman Sachs                                    16,854          13
      14        Citigroup                                        5,488            7                  14        ABG Sundal Collier                               4,777           12
      15        Lehman Brothers                                  5,258            6                  15        Nordea Corporate Finance                          507            12
                                                                   Source: mergermarket                                                                           Source: mergermarket

The Financial adviser league tables by value and volume have been run from 01 January 2007 to 30 September 2007 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 Nordic.




Top 15 Legal Advisors – Nordic

Ranked by Value                                                                                Ranked by Volume
  YTD 30-       House                                            Value          Deal             YTD 30-        House                                           Value          Deal
  Sep-2007                                                       € (m)         Count             Sep-2007                                                       € (m)         Count
       1        Vinge                                            19,582          68                   1        Mannheimer Swartling                             7,952           78
       2        White & Case                                     13,963          24                   2        Vinge                                            19,582          68
       3        Linklaters                                       13,255          28                   3        Cederquist                                       9,005           30
       5        Clifford Chance                                  12,181          22                   4        PLESNER                                          6,376           29
       4        Cleary Gottlieb Steen & Hamilton                 11,397          13                   5        Linklaters                                       13,255          28
       6        Cederquist                                       9,005           30                   6        Roschier                                         5,716           27
       7        Allen & Overy                                    8,110           11                   7        Thommessen                                       4,795           26
       8        Mannheimer Swartling                             7,952           78                   8        White & Case                                     13,963          24
       9        Bennett Jones                                    7,823            3                   9        Selmer                                           5,401           23
      10        Sullivan & Cromwell                              7,461            2                  10        Clifford Chance                                  12,181          22
      11        Freshfields Bruckhaus Deringer                    7,188           16                  11        Wiersholm                                        4,005           22
      12        Baker & McKenzie                                 7,038           17                  12        BAHR                                             5,881           20
      13        Davies Ward Phillips & Vineberg                  6,995            2                  13        Hannes Snellman                                  4,626           19
      14        Ashurst                                          6,854           10                  14        Accura                                           1,439           18
      15        Osler Hoskin & Harcourt                          6,384            2                  15        Baker & McKenzie                                 7,038           17
                                                                   Source: mergermarket                                                                           Source: mergermarket

The Legal adviser league tables by value and volume have been run from 01 January 2007 to 30 September 2007 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 Nordic.




                                                                                                                                               Monthly M&A Report – 138
                                                                                                                                                                     Nordic



League Tables


Activity Table of Private Equity Firms on Nordic Buyouts

Ranked by Value                                                                                   Ranked by Volume
  YTD 30-        House                                             Value          Deal              YTD 30-        House                                             Value           Deal
  Sep-2007                                                         € (m)         Count              Sep-2007                                                         € (m)          Count
       1        Novator Partners                                   3,465            1                    1         3i Group                                           1,808            5
       2        Investor                                           2,850            1                    2         CapMan Group                                         8              5
       3        EQT Partners                                       2,284            4                    3         EQT Partners                                       2,284            4
       4        3i Group                                           1,808            5                    4         Ferd Private Equity Partners                        787             4
       5        Allianz Capital Partners                           1,560            1                    5         Ratos                                               461             4
       6        Accent Equity Partners                              882             3                    6         Altor Equity Partners                               134             4
       7        Investcorp                                          850             1                    7         Polaris Management                                  67              4
       8        Ferd Private Equity Partners                        787             4                    8         Litorina Kapital                                     -              4
       9        Anders Wilhelmsen & Company                         673             1                    9         Accent Equity Partners                              882             3
      10        Canica                                              610             1                   10         Primaca Partners                                     -              3
                                                                     Source: mergermarket                                                                              Source: mergermarket

The Private Equity buyout activity tables by value and volume are based on privare equity firms advising the bidder on buyout deals where the dominant geography of the target company is
Nordic. The tables by value and volume have been run from 01 January 2007 to 30 September 2007 and exclude lapsed and withdrawn deals.




Activity Table of Private Equity Firms on Nordic Exits

Ranked by Value                                                                                   Ranked by Volume
  YTD 30-        House                                             Value          Deal              YTD 30-        House                                             Value           Deal
  Sep-2007                                                         € (m)         Count              Sep-2007                                                         € (m)          Count
       1        Apax Partners                                      3,200            2                    1         3i Group                                            833             9
       2        Good Energies Investments                          2,228            2                    2         CapMan Group                                        128             7
       3        Axcel Industriinvestor                              883             2                    3         Nordic Capital                                      697             3
       4        Kirkbi                                              850             1                    4         EQT Partners                                        497             3
       5        3i Group                                            833             9                    5         Apax Partners                                      3,200            2
       6        Nordic Capital                                      697             3                    6         Good Energies Investments                          2,228            2
       7        Altor Equity Partners                               696             1                    7         Axcel Industriinvestor                              883             2
       8        Candover Investments                                665             2                    8         Candover Investments                                665             2
       9        CCMP Capital Advisors                               665             1                    9         Industri Kapital                                    408             2
      10        The Riverside Company                               516             1                   10         AAC Capital Partners                                230             2
                                                                     Source: mergermarket                                                                              Source: mergermarket

The Private Equity exit activity tables by value and volume are based on privare equity firms advising the vendor on exit deals where the dominant geography of the target company is Nordic.
The tables by value and volume have been run from 01 January 2007 to 30 September 2007 and exclude lapsed and withdrawn deals.




                                                                                                                                                    Monthly M&A Report – 139
                                                                                                                                                                                                                   Nordic




Trend Graphs

Nordic M&A Quarterly Trend
Value                                                                                                                   Volume
             50,000                                                                                                                       250




             40,000                                                                                                                       200




                                                                                                                       Number of deals
Value €m




             30,000                                                                                                                       150




             20,000                                                                                                                       100




             10,000                                                                                                                           50




                  0                                                                                                                            0
                       Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3                                                                     Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3
                      2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007                               2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007



                                                                                                                                                                                                                                   Moving
                                                                                                                                                                                                                                   average
                                                                                                                                                                                                                                   trend line




Nordic M&A Quarterly Private Equity Trend
Value                                                                                                                   Volume
             20,000
                                                                                                                                         60



                                                                                                                                         50

             15,000

                                                                                                                                         40
                                                                                                                       Number of deals
  Value €m




             10,000
                                                                                                                                         30



                                                                                                                                         20

              5,000

                                                                                                                                         10




                 0
                                                                                                                                          0
                                                                                                                                               Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3
                       Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3
                                                                                                                                              2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007
                      2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007



                                                                                                    Nordic Buyouts                                                                                                            Nordic Buyouts

                                                                                                    Nordic Exits                                                                                                              Nordic Exits




                                                                                                                                                                                               Monthly M&A Report – 140
                                                                                                                                                                                           Nordic



Trend Graphs


Nordic M&A Annual Trends
Value                                                                                                        Volume
           120,000                                                                                                                    800


                                                                                                                                      700
           100,000

                                                                                                                                      600

            80,000




                                                                                                             Number of deals
                                                                                                                                      500
Value €m




            60,000                                                                                                                    400


                                                                                                                                      300
            40,000

                                                                                                                                      200

            20,000
                                                                                                                                      100


                   0                                                                                                                    0
                              2003           2004           2005          2006              2007 YTD                                              2003           2004           2005       2006                2007 YTD




                                                                                            All Nordic M&A                                                                                                    All Nordic M&A

                                                                                            Nordic Buyouts                                                                                                    Nordic Buyouts

                                                                                            Nordic Exits                                                                                                      Nordic Exits




Nordic M&A Sector Breakdown 2007 YTD
Value                                                                                                        Volume
                                                                                                                                                               <1%
                                 <1%   <1%                                                                                                               <1%
                                                                                                                                                2.1%
                                2.6%                                                                                                     4.3%                                            Industrial and Chemicals
                                              10.5%
                       6.8%                                            Industrial and Chemicals                                                                              22.9%
                                                                                                                                  4.4%                                                   Consumer
                                                                       Consumer
                                                        7.1%                                                                                                                             TMT
                                                                                                                               5.1%
                                                                       TMT
                                                                                                                                                                                         Business Services
14.5%
                                                                       Business Services
                                                                                                                                                                                         Financial Services
                                                               7.9%                                          7.4%
                                                                       Financial Services
                                                                                                                                                                                         Energy/Mining/Utilities
                                                                       Energy/Mining/Utilities
                                                                2.7%                                                                                                                     Transport
5.0%                                                                   Transport                                                                                                 16.0%   Pharma/Medical/Biotech
                                                                                                                         8.0%
                                                                       Pharma/Medical/Biotech
                                                                                                                                                                                         Construction
                                                                       Construction
                                                                                                                                                                                         Leisure
           14.4%                                                       Leisure                                                           13.7%                                           Agriculture
                                                                                                                                                                     14.5%
                                                    28.1%              Agriculture
                                                                                                                                                                                         Defence
                                                                       Defence




                                                                                                                                                                               Monthly M&A Report – 141
                                                                                                                                                                                                                  Nordic




Mid Market Deals

Top 10 Nordic Announced Mid Market Deals for YTD 30 September 2007
(EUR 10m to EUR 250m)
Announced              Status     Target Company                 Sector              Bidder Company                  Seller Company                                          Exit Multiples (x)                Bid Premia       Deal Value
                                                                                                                                                                    Revenue        EBITDA           P/E           1-day          (EURm)
                                                                                                                                                                                                                 before
14-May-07                 C       Storebrand ASA (8% Financial                       Kaupthing Bank hf                                                                 n/a            n/a          17.0              -              246
                                  stake)             Services
21-Jun-07                 C       Altinex ASA                    Energy,             Norwegian Energy                                                                  5.4            8.6          830.3          0.4%              238
                                                                 Mining &            Company AS
                                                                 Utilities
14-May-07                 P       Marioff Corporation            Industrials &       UTC Fire & Security Nordic Capital                                                                                              -              234
                                  Oy                             Chemicals
29-Jun-07                 P       Iittala Group (97%             Consumer            Fiskars Oyj Abp                 ABN Amro Capital                                  1.2                                           -              230
                                  stake)
5-Sep-07                  P       Tryggingamidstodin             Financial           Glitnir                                                                           n/a            n/a          66.9          13.8%              229
                                  HF (39.80% stake)              Services
17-Sep-07                 P       Tryggingamidstodin             Financial           FL Group hf                     Glitnir                                           n/a            n/a          65.8           2.1%              227
                                  HF (39.80% stake)              Services
19-Mar-07                 C       ConocoPhillips                 Energy,             Dansk Olie og                   ConocoPhillips                                                                                  -              226
                                  Petroleum                      Mining &            Naturgas A/S                    Company
                                  International Corp             Utilities
                                  Denmark
22-Jun-07                 P       Mosaic Fashions hf             Consumer            Don M Limited;                                                                    1.4           11.1          31.0           3.9%              216
                                  (35.60% stake)                                     F-Capital
                                                                                     ehf; Gnupur
                                                                                     fjarfestingafelag
                                                                                     hf; Kaupthing Bank
                                                                                     hf; Tessera Holding
                                                                                     ehf; and The
                                                                                     Millen Life Interest
                                                                                     Settlement
26-Mar-07                 C       Prevesta AB                    Construction Block Watne                            Industri Kapital AB                               1.1                          8.0              -              204
                                                                              Gruppen ASA
19-Feb-07                 C       Sardus AB (98.6%               Consumer            Atria Meat & Fast                                                                 0.9           11.9          41.2           9.8%              204
                                  stake)                                             Food
C = Completed; P = Pending; L = Lapsed                                                                                                                                                                               Source: mergermarket




Nordic M&A Quarterly Mid Market Trend
Value                                                                                                                    Volume
            5,000                                                                                                                         100




            4,000                                                                                                                          80
                                                                                                                        Number of deals




            3,000                                                                                                                          60
 Value €m




            2,000                                                                                                                          40




            1,000                                                                                                                          20




               0                                                                                                                            0
                     Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3                                                                    Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3
                    2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007                              2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007

                                                                                                                                                                                                                                  Moving
                                                                                                                                                                                                                                  average
                                                                                                                                                                                                                                  trend line




                                                                                                                                                                                              Monthly M&A Report – 142
                                                                                                                                                                  Nordic




Mid Market League Tables

Top 10 Mid Market Financial                                                                   Top 10 Mid Market Legal
Advisors – Nordic                                                                             Advisors – Nordic
(EUR 10m to EUR 250m)                                                                         (EUR 10m to EUR 250m)
  YTD 30-        House                                              Value           Deal        YTD 30-        House                                              Value           Deal
  Sep-2007                                                          € (m)          Count        Sep-2007                                                          € (m)          Count
 Value:                                                                                                                                  Value:
       1         SEB Enskilda                                       1,244            14              1         Mannheimer Swartling                                1,537           25
       2         Carnegie Group                                     1,200            11              2         DLA Piper                                           1,336            8
       3         Kaupthing Bank                                       855             6              3         Vinge                                               1,249           19
       4         UBS                                                  605             6              4         Thommessen                                          1,085           12
       5         Pareto                                               526             3              5         Roschier                                             923            10
       6         Ernst & Young                                        500             6              6         BAHR                                                 844             9
       7         Lazard                                               364             3              7         PLESNER                                              759             8
       8         KPMG Corp Fin                                        356             6              8         Hannes Snellman                                      758            10
       9         Handelsbanken Capital Markets                        338             6              9         White & Case                                         626             8
      10         PricewaterhouseCoopers Corp Fin                      320             3             10         Linklaters                                           592             8
 Volume:                                                                                       Volume:
       1         SEB Enskilda                                       1,244            14              1         Mannheimer Swartling                                1,537           25
       2         Carnegie Group                                     1,200            11              2         Vinge                                               1,249           19
       3         Kaupthing Bank                                       855             6              3         Thommessen                                          1,085           12
       4         UBS                                                  605             6              4         Roschier                                             923            10
       5         Ernst & Young                                        500             6              5         Hannes Snellman                                      758            10
       6         KPMG Corp Fin                                        356             6              6         BAHR                                                 844             9
       7         Handelsbanken Capital Markets                        338             6              7         DLA Piper                                           1,336            8
       8         Nordea Corporate Finance                             208             6              8         PLESNER                                              759             8
       9         HSH Corporate Finance                                309             5              9         White & Case                                         626             8
      10         ABN AMRO                                             265             5             10         Linklaters                                           592             8
                                                                      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
2007 to 30 September 2007 and exclude lapsed and withdrawn deals. The tables cover all        2007 to 30 September 2007 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 Nordic.   sectors and are based on the geography of either the target, bidder or seller being Nordic.




                                                                                                                                                Monthly M&A Report – 143
CEE and CIS


E.On Czech Holding eyeing renewable energy                        OMV reportedly secures support of two MOL
joint ventures                                                    shareholders
•   E.On Czech Holding, the Czech subsidiary of the listed        •   According to a company insider OMV, the Austrian oil and
    German energy company, is looking to establish joint              gas company, has the support of more than two MOL
    ventures in the renewable energy sector according to              shareholders in its approach for its Hungarian counterpart.
    chairman Michael Fehn. E.On has already begun talks               Currently, OMV’s capital is split between the Austrian
    with potential partners and is eyeing local farming               government (31.5%), free float (50.9%) and IPIC, an
    organisations and local authorities, the company is               investment vehicle of the United Arab Emirates (17.6%).
    looking to take a maximum 25% stake in such local                 OMV’s shareholding structure is clear unlike MOL’s where
    joint ventures. Fehn added that E.On sees the biggest             the management effectively has 40% controlling rights.
    potential in biomass and biogas projects in the Czech
                                                                  •   OMV announced last week that it was in a position to
    Republic while hydropower, wind and solar energy were
                                                                      offer cash €127.5 per MOL share with a partial share
    less attractive prospects.
                                                                      alternative, however, it could not do this because of
•   E.On Czech had a turnover of €1.05bn in 2006 and                  restrictions, voting rights and poison pills in MOL’s articles
    €632bn in the first half of 2007. The company employs              of association. This has led to US based investment fund
    2,190 people in the Czech Republic.                               Templeton Asset Management and Centaurus Capital,
                                                                      the London-based hedge fund which is thought to have
                                                                      around a 1% stake in MOL, calling for changes in MOL’s
Sopharma considering Warsaw listing
                                                                      management attitude and urging talks with OMV.
•   Bulgarian pharmaceutical company Sopharma is looking
    to list on the Warsaw Stock Exchange, according to a          •   Another minority shareholder in MOL is Raiffeissen Bank
    source close to the company. Sopharma is already listed           and investment director Zoltan Varadi remarked that
    on the Bulgarian exchange and is looking to list in Poland,       the hedge funds who invested in MOL shares to cash
    the largest market in Central Europe, furthermore, the            in on the takeover premium would likely support OMV.
    company already has a Polish subsidiary. If the listing           However, long term investors in the company such as
    goes ahead it will be the first time that a Bulgarian              Raiffeissen would be reluctant to support OMV’s offer
    company would have traded outside of its domestic                 as they believe it is not good enough. MOL has a market
    country.                                                          capitalisation of €12.16bn.

•   A spokesperson for the Warsaw Stock Exchange
    confirmed that the management of Sopharma has
    signaled its intention to list in Warsaw and added that it
    was an indication of the increasing cooperation between
    Bulgaria and Poland. Sopharma has a market capitalization
    of €597m.




                                                                                                     Monthly M&A Report – 144
CEE and CIS




Alliance Bank ripe for a takeover?
•   Alliance Bank, the Kazakh Bank, is the latest
    domestic bank to emerge as a takeover target after
    its management announced in early October that it
    had received expressions of interest from strategic
    investors. Almira Akhmetkarimova, managing director
    of international capital markets at Alliance Bank said
    that the company would consider approaches from
    international banking sources. She added, “There is an
    interest from the side of foreign strategic investors and
    our main shareholder is always keeping a track of these
    discussions”.

•   It is reported that funding shortfalls have made Kazakh
    banks targets for international bidders, moreover,
    Alliance’s shares have been hit in recent weeks falling
    from US$8.15 on 28 September to US$6.48 on 4
    October. Alliance’s majority shareholder is Seimar Alliance
    Financial Corporation with around 75% of voting shares in
    the bank.




                                                                  Monthly M&A Report – 145
                                                                                                                                   CEE and CIS




Deal of the Month

 Target:      JSC OGK-4 (47% stake)                                     Announced:             15 September 2007
 Bidder:      E.ON AG                                                   Deal value:            EUR 2,812m

                                                                        Deal nature:           Recommended




E.ON AG, the listed German company involved in energy,                 OGK-4 currently operates four gas-fired power plants and
utilities, chemicals manufacturing, oil and gas production,            one coal-fired plant with an aggregate installed capacity
real estate, and telecommunications has won the auction                of approximately 8.6 gigawatts, which is equal to roughly
to acquire a 47% stake in JSC OGK-4, the listed Russian                6 percent of Russia’s thermal generating capacity. About
electricity company, from Unified Energy System of                      83 percent of the company’s generating capacity is in the
Russia (RAO UES), the listed state-owned Russian energy                Europe/Urals region in which load growth is expected to be
generation company for a consideration of USD 3,900m.                  particularly strong due to increasing demand from basic and
                                                                       heavy industry. By 2011, OGK-4 plans to build additional,
E.ON also intents to make a binding offer for the subscription
                                                                       technologically advanced power plants with a total capacity
of the newly issued shares, representing a 23% stake JSC
                                                                       of 2.4 gigawatts at its existing facilities. The transaction is
OGK-4 and valued at approximately USD 1,800m. More over
                                                                       expected to close on October 2007.
E.ON is obliged to launch a mandatory offer to acquire the
balance stake from the minority shareholders as per the
Russian securities Law, the mandatory offer is expected to
be launch in Q4 2007. If the subscription is successful and
depending on the result of the mandatory offer, E.ON will
control up to 77% of JSC OGK-4.




                             Exit Multiples Y/E 06                                                          Premium Analysis
                                Multiples             Value (EURm)               Offer price per share (EUR)                       n/a

 Revenue                            8.0x                      751                1 day before                                      n/a
 EBITDA                             22.3x                     269                1 month before                                    n/a
 EBIT                               28.2x                     212                1 day after                                       n/a
 Earnings                           39.0x                     153                Pre-rumour                                        n/a


 Advisers
 Target                                                              Bidder
 Financial              UBS (50%)                                    Financial                     Morgan Stanley
                                                                                                   UBS(50%)


 Legal                                                               Legal                         Freshfields Bruckhaus Deringer




                                                                                                                    Monthly M&A Report – 146
                                                                                                                                                     and and
                                                                                                                                                 CEE CEE CIS CIS




Top Deals

CEE: Top 10 Announced Deals YTD 30 September 2007
Announced     Status   Target Company         Sector           Bidder Company         Seller Company             Exit Multiples (x)           Bid Premia      Deal Value
                                                                                                         Revenue     EBITDA           P/E    1-day before      (EURm)

26-Apr-07        P     Generali PPF Holding   Financial        Assicurazioni                                                                      -             2,499
                                              Services         Generali SpA; and
                                                               PPF Group NV
9-May-07        C      Budapest Airport Rt    Transportation   Caisse de Depot        BAA plc                                                     -             1,900
                       (75% stake)                             et Placement
                                                               du Quebec; GIC
                                                               Special Investments
                                                               Pte Ltd.; Hochtief
                                                               AirPort GmbH; and
                                                               KfW Ipex-Bank
3-May-07         P     Bulgarian              TMT              AIG Capital Partners   Viva Ventures        3.5         10.6           24.7     -6.3%            1,810
                       Telecommunications                      Inc                    GmbH
                       Company
24-May-07       C      Ceska Rafinerska AS     Energy, Mining   ENI SpA                ConocoPhillips       5.1         26.4       319.0           -              500
                       (16.11% stake)         & Utilities                             Company
9-Jan-07        C      Invitel Tavkozlesi     TMT              Hungarian              GMT                                                         -              470
                       Szolgaltato Rt                          Telephone and          Communications
                                                               Cable Corp             Partners
                                                                                      Limited; and Mid
                                                                                      Europa Partners
                                                                                      LLP
19-Jan-07       C      Bite Group AS          TMT              Mid Europa Partners    TDC A/S                                                     -              450
                                                               LLP
12-Sep-07        P     Lattelecom SIA         TMT              Blackstone Group       Government           2.1                                    -              422
                                                               Holdings LLC           of Latvia;
                                                                                      TeliaSonera AB
28-Mar-07       C      Hypo Alpe Adria        Business         Auctor doo             Hypo Alpe Adria                                             -              400
                       Consulting doo         Services                                Group
8-Jan-07        C      BOC Gazy Sp zoo        Industrials &    Air Products &         The Linde Group      2.9          9.7                       -              370
                                              Chemicals        Chemicals Inc
12-Feb-07       C      Parkridge Central      Financial        ProLogis               Morley Fund                                                 -              345
                       European logistics-    Services                                Management
                       development JV                                                 Ltd
                       (50% stake)
C = Completed; P = Pending; L = Lapsed                                                                                                                Source: mergermarket




                                                                                                                                Monthly M&A Report – 147
                                                                                                                                              CEE and CIS



Top Deals


CIS: Top 10 Announced Deals YTD 30 September 2007
Announced     Status   Target Company         Sector          Bidder Company       Seller Company             Exit Multiples (x)           Bid Premia      Deal Value
                                                                                                      Revenue     EBITDA           P/E    1-day before      (EURm)

18-Apr-07       C      Sakhalin Energy        Energy,         Gazprom OAO          Mitsubishi                                                  -             5,475
                       Investment Company     Mining &                             Corporation;
                       Ltd (50% stake)        Utilities                            Mitsui & Co Ltd;
                                                                                   and Royal Dutch
                                                                                   Shell Group
3-May-07        C      NK Yukos OAO (Lot      Energy,         Neft Aktiv           NK Yukos OAO                                                -             5,011
                       10 comprising 37       Mining &
                       enterprises)           Utilities
10-May-07       C      NK Yukos OAO (Lot      Industrials &   Neft Aktiv           NK Yukos OAO                                                -             4,730
                       11 comprising of 28    Chemicals
                       enterprises)
4-Apr-07        C      Arctic Gas Company;    Energy,         EniNeftegaz          NK Yukos OAO                                                -             4,363
                       Gazprom Neft           Mining &
                       (20% stake); OAO       Utilities
                       Neftegaztechnologia;
                       ZAO Urengoil Inc
15-Sep-07        P     JSC OGK-4 (47%         Energy,         E.ON AG              Unified Energy        8.0         22.3           39.0        -             2,812
                       stake)                 Mining &                             System of Russia
                                              Utilities
2-Jul-07         P     OAO Tomskneft          Energy,         Vneshekonombank      OAO Rosneft Oil                                                           2,496
                       (50% stake)            Mining &                             Company
                                              Utilities
10-Mar-07       C      JSC OGK-3 (37.9%       Energy,         Norilsk Nickel MMC                                                            22.8%            2,377
                       stake)                 Mining &
                                              Utilities
1-Jan-07        C      JSC Beltransgaz        Energy,         Gazprom OAO          Government of                                               -             1,894
                       (50% stake)            Mining &                             Belarus
                                              Utilities
21-Jun-07        P     ATF Bank AO            Financial       Bank Austria                              n/a          n/a           79.4      5.9%            1,700
                                              Services        Creditanstalt AG
5-Jul-07         P     OJSC Ukrsotsbank       Financial       Bank Austria         Interpipe            n/a          n/a           48.6        -             1,618
                       (95% stake)            Services        Creditanstalt AG     Corporation
C = Completed; P = Pending; L = Lapsed                                                                                                             Source: mergermarket




                                                                                                                             Monthly M&A Report – 148
                                                                                                                                             CEE and CIS



Top Deals


CEE: Top 5 Announced Deals in Poland for YTD 30 September 2007
Announced      Status    Target          Sector          Target/Seller        Target/      Bidder          Bidder      Bidder        Seller Company        Deal
                         Company                         Financial Adviser    Seller       Company         Financial   Legal                              Value
                                                                              Legal                        Adviser     Adviser                           (EURm)
                                                                              Adviser
8-Jan-07          C      BOC Gazy Sp     Industrials &   Advising Seller:     Advising     Air Products                Lovells       The Linde Group       370
                         zoo             Chemicals       Deutsche Bank        Seller:      & Chemicals
                                                                              Linklaters   Inc
12-Feb-07         C      Parkridge       Financial                                         ProLogis        Deloitte;   Linklaters    Morley Fund           345
                         Central         Services                                                          Internal                  Management
                         European                                                                                                    Ltd
                         logistics-
                         development
                         JV (50%
                         stake)
30-Mar-07         C      PolCard SA      Business        Advising Seller:     Advising     First Data                  Lovells       GTECH                 243
                         (99.7% stake)   Services        Credit Suisse        Seller:      International                             Corporation;
                                                                              Edwards                                                Innova Capital
                                                                              Angell                                                 Sp zoo
                                                                              Palmer
                                                                              & Dodge
                                                                              LLP;
                                                                              Hogan &
                                                                              Hartson
                                                                              LLP
8-Sep-07          C      Fabryka         Industrials &                                     GM Daewoo                                 CJSC AvtoZAZ          183
                         Samochodow      Chemicals                                         Auto &                                    (Zaporozhye
                         Osobowych                                                         Technology                                Automobile
                         SA (40%                                                           Company                                   Building Plant)
                         stake)
31-May-07         C      Zabka Polska    Consumer        CAG Spolka           Advising     Penta                       Linklaters    AIG Global            131
                         SA                              z ograniczona        Seller:      Investments                               Investment
                                                         odpowiedzialnoscia   Baker &      AS                                        Group; Switalski
                                                         pk                   McKenzie                                               i Synowie SA
C = Completed; P = Pending; L = Lapsed                                                                                                         Source: mergermarket




                                                                                                                                 Monthly M&A Report – 149
                                                                                                                                     CEE and CIS



Top Deals


CIS: Top 5 Announced Deals in Kazakhstan for YTD 30 September 2007
Announced       Status    Target Company          Sector      Target/     Target/   Bidder          Bidder      Bidder        Seller           Deal Value
                                                              Seller      Seller    Company         Financial   Legal         Company           (EURm)
                                                              Financial   Legal                     Adviser     Adviser
                                                              Adviser     Adviser
21-Jun-07          P      ATF Bank AO             Financial   JPMorgan    White & Bank Austria      Credit      Allen &                           1,700
                                                  Services                Case    Creditanstalt     Suisse;     Overy LLP;
                                                                                  AG                UniCredit   Grata Law
                                                                                                    Group       Firm
5-Mar-07           P      JV Kazgermunai LLP      Energy,                           JSC         Credit                        National             717
                          (50% stake)             Mining &                          Exploration Suisse                        Company
                                                  Utilities                         Production                                KazMunaiGaz
                                                                                    KazMunaiGas
24-Apr-07          C      Energy Asia Holdings    Energy,                 Michael Tokyo Electric                Nagashima                          111
                          Ltd                     Mining &                Wilson   Power Co Inc                 Ohno &
                                                  Utilities               &                                     Tsunematsu;
                                                                          Partners                              Simmons &
                                                                          Ltd                                   Simmons
7-Aug-07           C      Capgold Corporation     Energy,                           NDCorp Inc                                                     73
                          (33% stake)             Mining &
                                                  Utilities
4-Sep-07           P      31 Kanal (Channel 31)   TMT                               CTC Media Inc                                                  48
                          (60% stake)
C = Completed; P = Pending; L = Lapsed                                                                                                  Source: mergermarket




                                                                                                                          Monthly M&A Report – 150
                                                                                                                           CEE and CIS




Expected Deals

Situation   Target            Sector        Potential Bidder   Seller Company    Financial   Market Cap/   Comments
            Company                         Company                              Adviser      Est. Value
                                                                                               (EURm)
Squeeze     PLIVA dd          Pharma,       Barr               Minority                         3,985      Following its public offer for Pliva
out                           Medical &                        Shareholders                                that resulted in Barr owning greater
                              Biotech                                                                      than 95% of Pliva's share capital Barr
                                                                                                           intends to launch a squeeze out to
                                                                                                           acquire the minority shares at a price
                                                                                                           of HRK 820 per share, the same
                                                                                                           price as the original offer.
Squeeze     AB Mazeikiu       Energy, Mining PKN Orlen         Minority                         2,102      PKN Orlen announced that on 20
out         Nafta (squeeze-   & Utilities                      Shareholders                                February 2007, the company, acting
            out)                                                                                           in cooperation with the Government
                                                                                                           of Lithuania, shall commence the
                                                                                                           squeeze-out of minority shareholders
                                                                                                           of AB Mazeikiu Nafta. During the first
                                                                                                           stage of the procedure, which will
                                                                                                           close on 21 May 2007, AB Mazeikiu
                                                                                                           Nafta’s shareholders will have the
                                                                                                           right to conclude, on a date of their
                                                                                                           choice, agreements for the sale of
                                                                                                           their equity stakes in AB Mazeikiu
                                                                                                           Nafta through a Lithuanian brokerage
                                                                                                           house, SEB Vilniaus Bankas. The
                                                                                                           price offered for one share shall be
                                                                                                           LTL 10.25 (EUR 2.96).
Rumoured    Antibiotice SA    Pharma,       Actavis, Romanian The Authority      Bostina &      215        Expected sell off of 53% in
Takeover                      Medical &     Financial          of State Assets   Asociatii                 Antibiotice SA, the listed Romanian
Target                        Biotech       Investment         Recovery                                    pharmaceuticals maker, by AVAS, the
                                            Company SIF                                                    state assets recovery agency. Bids
                                            Muntenia; and SIF                                              expected in February or March.
                                            Oltenia consortium
                                            inc. Biofarm; SIF
                                            Banat-Crisana;
                                            SIF Moldova;
                                            SSIF Broker and
                                            businessman Tudor
                                            Dumitru
                                                                                                                             Source: mergermarket




                                                                                                            Monthly M&A Report – 151
                                                                                                                                                                CEE and CIS




League Tables

Top 10 Financial Advisors - CEE & CIS

Ranked by Value                                                                                Ranked by Volume
  YTD 30-       House                                            Value          Deal             YTD 30-        House                                           Value          Deal
  Sep-2007                                                       € (m)         Count             Sep-2007                                                       € (m)         Count
       1        Morgan Stanley                                   18,279          16                   1        Deloitte                                         1,572           23
       2        Merrill Lynch                                    13,633           9                   2        Morgan Stanley                                   18,279          16
       3        Citigroup                                        13,246           8                   3        UniCredit Group                                  6,587           16
       4        Deutsche Bank                                    10,492          12                   4        Deutsche Bank                                    10,492          12
       5        Credit Suisse                                    10,141          11                   5        Credit Suisse                                    10,141          11
       6        ABN AMRO                                         9,815            4                   6        Merrill Lynch                                    13,633           9
       7        UBS                                              9,555            8                   7        Rothschild                                       4,451            9
       8        JPMorgan                                         6,961            5                   8        PricewaterhouseCoopers Corp Fin                  2,214            9
       9        UniCredit Group                                  6,587           16                   9        Citigroup                                        13,246           8
      10        Rothschild                                       4,451            9                  10        UBS                                              9,555            8
                                                                   Source: mergermarket                                                                           Source: mergermarket


The Financial adviser league tables by value and volume have been run from 01 January 2007 to 30 September 2007 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 CEE/CIS.




Top 10 Legal Advisors - CEE & CIS

Ranked by Value                                                                                Ranked by Volume
  YTD 30-       House                                            Value          Deal             YTD 30-        House                                           Value          Deal
  Sep-2007                                                       € (m)         Count             Sep-2007                                                       € (m)         Count
       1        Clifford Chance                                  16,403          24                   1        Clifford Chance                                  16,403          24
       2        Allen & Overy                                    9,286           14                   2        Baker & McKenzie                                 3,574           21
       3        White & Case                                     8,959           16                   3        White & Case                                     8,959           16
       4        Baker Botts                                      5,475            1                   4        Allen & Overy                                    9,286           14
       5        Osler Hoskin & Harcourt                          4,930            2                   5        Linklaters                                       4,618           13
       6        LeBoeuf, Lamb, Greene & MacRae                   4,898            7                   6        Freshfields Bruckhaus Deringer                    3,974           11
       7        Linklaters                                       4,618           13                   7        CMS                                               941            10
       8        Skadden Arps Slate Meagher & Flom                4,132            6                   8        Weil Gotshal & Manges                             676            10
       9        Freshfields Bruckhaus Deringer                    3,974           11                   9        Sorainen Law Offices                                84             9
      10        Hogan & Hartson                                  3,939            4                  10        Dewey Ballantine                                  354             8
                                                                   Source: mergermarket                                                                           Source: mergermarket

The Legal adviser league tables by value and volume have been run from 01 January 2007 to 30 September 2007 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 CEE/CIS.




                                                                                                                                               Monthly M&A Report – 152
                                                                                                                                                                     CEE and CIS




League Tables

Activity Table of Private Equity Firms on CEE & CIS Buyouts

Ranked by Value                                                                                  Ranked by Volume
  YTD 30-        House                                             Value          Deal              YTD 30-        House                                             Value          Deal
  Sep-2007                                                         € (m)         Count              Sep-2007                                                         € (m)         Count
       1        AIG Capital Partners                               1,923            2                    1        Mid Europa Partners                                 636             4
      2=        Caisse de Depot et Placement du Quebec             1,900            1                    2        Penta Investments                                   131             3
      2=        GIC Special Investments                            1,900            1                    3        European Bank for Reconstruction and Development    126             3
       4        Troika Capital Partners                            1,476            1                    4        Marshall Capital Partners                            55             3
       5        Bazovy Element                                     1,079            2                    5        PPF Investments                                      35             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
CEE/CIS. The tables by value and volume have been run from 01 January 2007 to 30 September 2007 and exclude lapsed and withdrawn deals.




Activity Table of Private Equity Firms on CEE & CIS Exits

Ranked by Value                                                                                  Ranked by Volume
  YTD 30-        House                                             Value          Deal              YTD 30-        House                                             Value          Deal
  Sep-2007                                                         € (m)         Count              Sep-2007                                                         € (m)         Count
       1        Enterprise Investors                               1,890            3                    1        European Bank for Reconstruction and Development    284             4
       2        Advent International                               1,810            1                    2        Enterprise Investors                               1,890            3
      3=        GMT Communications Partners                         470             1                    3        AIG Capital Partners                                131             2
      3=        Mid Europa Partners                                 470             1                    4        The Riverside Company                                8              2
       5        Bedminster Capital Management                       340             1                    5        Advent International                               1,810            1
                                                                     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 CEE/CIS.
The tables by value and volume have been run from 01 January 2007 to 30 September 2007 and exclude lapsed and withdrawn deals.




                                                                                                                                                     Monthly M&A Report – 153
                                                                                                                                                                                                                     CEE and CIS




Trend Graphs

CEE and CIS M&A Quarterly Trends
Value                                                                                                                     Volume
            40,000                                                                                                                         250


            35,000

                                                                                                                                           200
            30,000




                                                                                                                         Number of deals
 Value €m




            25,000
                                                                                                                                           150

            20,000

                                                                                                                                           100
            15,000


            10,000
                                                                                                                                            50

             5,000


                    0                                                                                                                           0
                         Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3                                                                    Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3
                        2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007                              2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007



                                                                                                                                                                                                                                     Moving
                                                                                                                                                                                                                                     average
                                                                                                                                                                                                                                     trend line




CEE and CIS M&A Quarterly Private Equity Trends
Value                                                                                                                     Volume
            5,000                                                                                                                          25




            4,000                                                                                                                          20
                                                                                                                         Number of deals




            3,000                                                                                                                          15
Value €m




            2,000                                                                                                                          10




            1,000                                                                                                                           5




               0                                                                                                                            0
                     Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3                                                                    Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3
                    2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007                              2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007



                                                                                               CEE and CIS Buyouts                                                                                                        CEE and CIS Buyouts

                                                                                               CEE and CIS Exits                                                                                                          CEE and CIS Exits




                                                                                                                                                                                                 Monthly M&A Report – 154
                                                                                                                                                                                    CEE and CIS



Trend Graphs


CEE and CIS M&A Annual Trends
Value                                                                                                Volume
           80,000                                                                                                             800


           70,000                                                                                                             700


           60,000                                                                                                             600




                                                                                                     Number of deals
           50,000                                                                                                             500
Value €m




           40,000                                                                                                             400


           30,000                                                                                                             300


           20,000                                                                                                             200


           10,000                                                                                                             100


               0                                                                                                                0
                            2003        2004            2005         2006                2007 YTD                                           2003             2004      2005         2006            2007 YTD




                                                                               All CEE and CIS M&A                                                                                           All CEE and CIS M&A

                                                                               CEE and CIS Buyouts                                                                                           CEE and CIS Buyouts

                                                                               CEE and CIS Exits                                                                                             CEE and CIS Exits




CEE and CIS M&A Sector Breakdown 2007 YTD
Value                                                                                                Volume

                                    <1%                                                                                                    1.9%            <1%
                     1.1%             <1%
                                                                                                                                                   1.9%
              1.2%                     <1%                                                                                                 2.5%
                             5.1%            8.2%                                                                                                                             Consumer
                                                                                                                                    4.0%
                                                               Consumer
                                                                                                                                                                    21.3%
             8.1%                                                                                                        4.0%                                                 Industrials and Chemicals
                                                               Industrials and Chemicals
                                                       13.2%                                                                                                                  Energy/Mining/Utilities
                                                               Energy/Mining/Utilities                                 5.6%
                                                                                                                                                                              Financial Services
                                                               Financial Services
                                                                                                                                                                              TMT
                                                               TMT
15.2%                                                                                                                                                                         Construction
                                                               Construction                          10.4%
                                                                                                                                                                              Business Services
                                                               Business Services
                                                                                                                                                                              Transport
                                                               Transport
                                                                                                                                                                              Leisure
                                                               Leisure                                                                                               19.7%
                                                                                                                          13.7%                                               Pharma/Medical/Biotech
                                                               Pharma/Medical/Biotech
                                                                                                                                                                              Agriculture
                                                               Agriculture                                                                                14.8%
                                               47.3%
                                                                                                                                                                              Defence




                                                                                                                                                                      Monthly M&A Report – 155
                                                                                                                                                   CEE and CIS




Mid Market Deals

CEE: Top 5 Announced Mid Market Deals for September 2007
(EUR 10m to EUR 250m)
Announced     Status   Target Company        Sector          Bidder Company            Seller Company               Exit Multiples (x)           Bid Premia   Deal Value
                                                                                                            Revenue      EBITDA           P/E       1-day      (EURm)
                                                                                                                                                   before
8-Sep-07        C      Fabryka               Industrials &   GM Daewoo Auto &          CJSC AvtoZAZ                                      174.8       -           183
                       Samochodow            Chemicals       Technology Company        (Zaporozhye
                       Osobowych SA                                                    Automobile
                       (40% stake)                                                     Building Plant)
10-Sep-07       C      Automobile Craiova    Industrials &   Ford Motor Company        SIF Oltenia; The                                              -           57
                       (72.4% stake)         Chemicals                                 Authority of State
                                                                                       Assets Recovery
20-Sep-07       P      AS Kalev Chocolate    Consumer        Alta Capital Partners     AS Kalev                                                      -           56
                       Factory; AS Kalev
                       Johvi Tootmine
                       (99.1% stake);
                       AS Kalev Paide
                       Tootmine; AS Vilma;
                       and OU Maiasmokk
                       (81.26% stake)
14-Sep-07       C      Baltic Container      Transportation Inter Marine Container     C.Hartwig Gdynia       1.5                                    -           37
                       Lines                                Lines                      SA; Chipolbrok
                                                                                       (Chinese-
                                                                                       Polish Joint
                                                                                       Stock Shipping
                                                                                       Company); and
                                                                                       Polskie Linie
                                                                                       Oceaniczne
20-Sep-07       P      AT Computers AS       TMT             AB SA                                            0.1                        10.7        -           28
C = Completed; P = Pending; L = Lapsed                                                                                                               Source: mergermarket




CIS: Top 5 Announced Mid Market Deals for September 2007
(EUR 10m to EUR 250m)
Announced     Status   Target Company        Sector          Bidder Company          Seller Company                 Exit Multiples (x)           Bid Premia   Deal Value
                                                                                                            Revenue      EBITDA           P/E       1-day      (EURm)
                                                                                                                                                   before
11-Sep-07       C      Klub Syra             Consumer        Renaissance Capital                                                                     -           143
                                                             Ukraine LLC
10-Sep-07       P      Almazy Anabara        Energy,         CIT Finance             Authorities of           2.1                         8.8        -           64
                       (49% stake)           Mining &                                Republic of Sakha
                                             Utilities                               (Yakutia Region)
4-Sep-07        P      31 Kanal (Channel     TMT             CTC Media Inc                                                                           -           48
                       31) (60% stake)
28-Sep-07       P      OOO Central Pipe      Industrials &   Trubnaya                TNK-BP group                                                    -           42
                       Base; and ZAO Pipe    Chemicals       Metallurgiczeskaya
                       Repair Department                     Kompaniya
11-Sep-07       C      ATF-Polis             Financial       Allianz SE              ATF Bank AO                                                     -           22
                                             Services
C = Completed; P = Pending; L = Lapsed                                                                                                               Source: mergermarket




                                                                                                                                  Monthly M&A Report – 156
                                                                                                                                                                                                 CEE and CIS




Mid Market Deals

CEE and CIS M&A Quarterly Mid Market Trend
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                                                                 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3
                   2003 2003 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005 2006 2006 2006 2006 2007 2007 2007                           2003200320032003200420042004200420052005200520052006200620062006200720072007


                                                                                                                                                                                                             Moving
                                                                                                                                                                                                             average
                                                                                                                                                                                                             trend line




                                                                                                                                                                                 Monthly M&A Report – 157
                                                                                                                                                                       CEE and CIS




Mid Market League Tables

Top 10 Mid Market Financial Advisors –                                                           Top 10 Mid Market Legal Advisors –
CEE & CIS                                                                                        CEE & CIS
(EUR 10m to EUR 250m)                                                                            (EUR 10m to EUR 250m)

  YTD 30-         House                                                Value           Deal        YTD 30-         House                                                Value           Deal
  Sep-2007                                                             € (m)          Count        Sep-2007                                                             € (m)          Count
 Value:                                                                                           Value:
       1         Deloitte                                              1,211            12              1         Freshfields Bruckhaus Deringer                          809              6
       2         Morgan Stanley                                         825              6              2         Weil Gotshal & Manges                                  676              8
       3         Renaissance Capital                                    719              5              3         Baker & McKenzie                                       614              7
       4         Deutsche Bank                                          595              5              4         Linklaters                                             470              5
       5         Credit Suisse                                          445              3              5         Cleary Gottlieb Steen & Hamilton                       450              4
       6         PricewaterhouseCoopers Corp Fin                        404              5              6         White & Case                                           424              4
       7         Rothschild                                             400              5              7         Allen & Overy                                          406              8
       8         UniCredit Group                                        309              7              8         Dewey Ballantine                                       333              3
       9         Ernst & Young                                          284              4              9         Clifford Chance                                        317              7
      10         UBS                                                    250              3             10         CMS                                                    232              5
 Volume:                                                                                          Volume:
       1         Deloitte                                              1,211            12              1         Weil Gotshal & Manges                                  676              8
       2         UniCredit Group                                        309              7              2         Allen & Overy                                          406              8
       3         Morgan Stanley                                         825              6              3         Baker & McKenzie                                       614              7
       4         Renaissance Capital                                    719              5              4         Clifford Chance                                        317              7
       5         Deutsche Bank                                          595              5              5         Freshfields Bruckhaus Deringer                          809              6
       6         PricewaterhouseCoopers Corp Fin                        404              5              6         Linklaters                                             470              5
       7         Rothschild                                             400              5              7         CMS                                                    232              5
       8         Ernst & Young                                          284              4              8         Cleary Gottlieb Steen & Hamilton                       450              4
       9         Credit Suisse                                          445              3              9         White & Case                                           424              4
      10         UBS                                                    250              3             10         Dewey Ballantine                                       333              3
                                                                         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
2007 to 30 September 2007 and exclude lapsed and withdrawn deals. The tables cover all           2007 to 30 September 2007 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 CEE & CIS.   sectors and are based on the geography of either the target, bidder or seller being CEE & CIS.




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The following notes pertain to data contained in
this publication:
• Deals are included where the deal value is
  greater than or equal to EUR5m.
• Where no deal value has been disclosed, deals
  are included if the turnover of the target is
  greater than or equal to EUR10m.
• 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.
• Q3 2007 refers to the period 01 July 2007
  to 30 September 2007.
• YTD 2007 refers to the period 01 January 2007
  to 30 September 2007




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