catalyst corporate finance brazil 2013

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Brazil is a strategic focus for foreign corporates. Its role as host of the 2014 FIFA World Cup and the 2016 Summer Olympic Games is acting as a catalyst for a major government-led programme of infrastructure projects across the country. Foreign corporates are attracted to these high growth opportunities available across Brazil’s economy. Brazil attracts one of the highest levels of FDI globally and with investment expected to reach a record US$70 billion in 2013, competition for high quality assets is increasing. Key findings from our research Foreign corporates from low growth economies are participating in Brazil’s US$600 billion plus investment programme to upgrade infrastructure and increase energy production. The demand for experienced specialist providers is creating opportunities across the supply chain and driving inbound M&A. Brazil is forecast to be the fifth largest consumer market globally by 2020. Both foreign corporates and international financial investors are using acquisitions of leading domestic brands to enter the market and establish a platform for growth. Brazil has a complex operating environment and investors typically enter the market via a joint venture or through a majority stake acquisition which can include a path to full ownership. Brazil is a core strategic market for UK corporates with international ambitions “The increase in global cross-border capital flows combined with Brazil’s macro-economic fundamentals and disciplined policies makes Brazil a very attractive destination for British companies to invest.” Andy Currie, Managing Partner, Catalyst Corporate Finance Major growth opportunities driving inbound M&A Country Report - Brazil M&A update Summer 2013 Catalyst Corporate Finance LLP 2013

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Brazil is a strategic focus for foreign corporates. It attracts one of the highest levels of FDI globally and with investment expected to reach a record US$70 billion in 2013, competition for high quality assets is increasing

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Page 1: Catalyst Corporate Finance Brazil 2013

Brazil is a strategic focus for foreigncorporates. Its role as host of the2014 FIFA World Cup and the 2016Summer Olympic Games is acting asa catalyst for a major government-ledprogramme of infrastructure projectsacross the country.

Foreign corporates are attractedto these high growth opportunitiesavailable across Brazil’s economy.Brazil attracts one of the highestlevels of FDI globally and withinvestment expected to reacha record US$70 billion in 2013,competition for high qualityassets is increasing.

Key findings from our research

Foreign corporates from low growtheconomies are participating in Brazil’sUS$600 billion plus investmentprogramme to upgrade infrastructureand increase energy production.The demand for experienced specialistproviders is creating opportunitiesacross the supply chain and drivinginbound M&A.

Brazil is forecast to be the fifth largestconsumer market globally by 2020.Both foreign corporates andinternational financial investorsare using acquisitions of leadingdomestic brands to enter the marketand establish a platform for growth.

Brazil has a complex operatingenvironment and investors typicallyenter the market via a joint venture orthrough a majority stake acquisitionwhich can include a path to fullownership.

Brazil is a corestrategic market forUK corporates with

internationalambitions

“The increase in globalcross-border capital flowscombined with Brazil’smacro-economicfundamentals and disciplinedpolicies makes Brazil a veryattractive destination forBritish companies to invest.”Andy Currie, Managing Partner,Catalyst Corporate Finance

Major growth opportunities drivinginbound M&A

Country Report - BrazilM&A update

Summer 2013

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Page 2: Catalyst Corporate Finance Brazil 2013

Brazil M&A update

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Foreign directinvestment to reachrecord US$70 billionin 2013Brazil is the third most attractiveinvestment destination by valueglobally with only China and theUS attracting a higher proportion ofinbound foreign direct investment (FDI).

GDP growth is forecast to exceed3% in 2013 (see Figure 1).The domestic economic stimulusimplemented during 2012 will supporthigher growth. Real interest rates arecurrently close to historical lows, retailsales are increasing, unemployment islow by Brazilian standards and industrialand business confidence is rising.

Higher growth means Brazil remainsattractive for inflows of FDI. FDI areexpected to increase from an estimatedUS$64 billion in 2012 to US$70 billion in2013 and US$75 billion in 2014(see Figure 2). The UK, US, Spain,Germany and China account for themajority of investment.

Inbound FDI favoursdomestic sectors and

commodities6.1%

5.2%

-0.3%

7.5%

2.7%

0.9%

3.1%

2007 2008 2009 2010 2011 2012 2013*F

Figure 1: Gross domestic product(% growth YoY)

Source: Brazilian Statistics Bureau, *Credit Suisse

International companies have focusedon sectors linked to rising consumerspending including food products andbeverages, retail and consumerproducts, insurance and commodities(see Figure 2). Around 75% ofinvestments have been made inprojects with a value less thanUS$500 million.

Figure 2: Foreign direct investment (US$ billions)

2007 2008 2009 2010 2011 2012E* 2013F* 2014F*

34.6

45.1

25.9

48.5

66.7 64.070.0

75.080

70

60

50

40

30

20

10

0

US

$b

illio

ns

Source: Central Bank of Brazil, *Credit SuisseSource: Central Bank of Brazil

Oil & gas extraction: 4.4

Food products& beverages: 6.7

Metals: 6.5

Commerce(ex. vehicles): 5.9

Insurance: 4.4

Financial services: 4.3

Top 5 FDI by segment 2012 (US$ billions)

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Page 3: Catalyst Corporate Finance Brazil 2013

Brazil M&A update

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Fifth largestconsumer marketglobally by 2020By 2020 Brazil is forecast to be thefifth largest consumer market in theworld with household consumptionof US$1.8 trillion. Foreign companiesare attracted to consumers’discretionary spending power(see Figures 3 and 4). The middleclass has grown to around 133million people in 2014 with 85% ofthe population living in urban areas.Brazilian consumers are optimisticabout the outlook for their householdincome, and fiscal initiatives have beentargeted to support consumption.

Foreign brands are taking advantageof the growth in spending on areassuch as alcohol, technology andfashion. For example, UK drinksgiant Diageo acquired the leadingpremium cachaça brand Ypióca forUS$455 million in 2012. Cachaça is thelargest spirits category in Brazil and theacquisition gives Diageo a platform forthe sale of premium international spiritsbrands in Brazil.

Brazil is benefitingfrom high consumer

spending

11.1%

2004 2005 20072006 2008 2009 2010 2011 2012

3.1%

6.4%

13.6%

9.9%

6.8%

12.2%

6.6%

8.0%

Average growth rate

Figure 4: Broad retail sales % YoY

Source: Brazilian Institute of Geography and Statistics

Figure 3: Global consumer marketin 2020 US$ trillion

Source: Exame Magazine and McKinsey

As incomes have risen, consumers arealso spending more on areas such aseducation and healthcare. This isleading to M&A.

- H.I.G. Capital acquired Cel LepIdiomas, a leading premium EnglishLanguage Teaching network, in 2012.

- Italian global medical devicemanufacturer Sorin Group recentlyacquired Alcard Industria Mecanica,a manufacturer of medical devices forcardiac surgery.

- Canada-based Valeant is a serialacquirer and has established a strongpresence in dermatology and thesports food supplement marketwith the acquisitions of InstitutoTerapêutico Delta, Bunker IndustriaFarmacêutica and Probiotica.

- US-based Agfa HealthCare acquiredhealthcare IT company WPD,enabling Agfa to increase its marketshare for imaging and IT systems forradiology in Brazil.

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10.2

USA JapanChina Germany Brazil France UK Italy

5.4

3.5

2.21.8 1.6 1.5 1.4

Page 4: Catalyst Corporate Finance Brazil 2013

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Brazil M&A update

Foreign companieswill bid in the 2013

infrastructureconcession auctions

Bottlenecks drivingmajor infrastructurespendThe 2014 FIFA World Cup and 2016Summer Olympic Games are actingas a catalyst for public and privateinvestment to upgrade Brazil’sinfrastructure, which is runningat overcapacity and slowingeconomic growth.

The Government will spendUS$33 billion on preparations tohost the World Cup and Olympicsincluding building stadiums, watersports venues, hotels, roads,subways and airports. This will besupplemented by investment from thecorporate sector in the supply chainrelated to the events.

Brazil is auctioning concessions formajor airports, railways and toll roads.Auctions, which will typically be wonon price, are open to internationalcompetition. Foreign corporates areattracted to companies withconcessions. For example, in 2012US-based Brookfield Infrastructureestablished a joint venture with AbertisInfraestructuras to acquire a majoritystake in Arteris for US$1.7 billion.Arteris is one of the largest ownersand operators of toll road concessionsin Brazil.

Foreign corporates are using theirtechnical expertise to supplementBrazil’s less mature infrastructurecapabilities. Companies from theUK are particularly active:

- Balfour Beatty entered the marketvia a partnership with leadingconstruction company CamargoCorrêa and is working on rail linksto the mining industry based innorth Brazil.

20

70

80

90

50

60

30

40

10

100

0

Fiat

Ford

Rena

ultHo

nda

Niss

an

Othe

rs

Market Share %21.7%

9.0%

6.5%

4.9%4.3% 3.6%

Citro

en

2.7%

6.7%

GM

18.2%

Hyun

dai

VW

20.6%

Toyo

ta

2.0%

Figure 5: Foreign brands dominatecar sales (2012 sales units 10k)

Source: KARI, Mirae Asset Research

Demand for automobiles is increasing,but with light vehicle density just 137per 1,000 people compared to morethan 640 cars in the US, the potentialfor growth is significant. Brazil’s autosales hit a record high in 2012, growingby over 6% from 2011 to reach over3.6 million vehicles (excluding trucksand buses).

Demand is being boosted by reducedindustrial products tax and an increasein financed car purchases. As shownin Figure 5, a range of foreignmanufacturers including Fiat andVolkswagen have a significant marketshare for their locally-produced vehiclesand are investing heavily to developlocal production capabilities.

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Page 5: Catalyst Corporate Finance Brazil 2013

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Brazil M&A update

US$ billion

Electricitygeneration

Housing

Airports

Highways

Water andsanitation

Railroads

Telecommunications

Energy includingPetrobras

21

23

27

31

33

38

58

400

2016 SummerOlympic games

15

2014 World Cup 18

Ports 14

Figure 6: Over US$600 billion is being invested acrossinfrastructure projects by the Brazilian government

Source: Brazilian Statistics Bureau

- JCB, which has a factory in Brazil,has won orders to provide over1,000 backhoe loaders wortharound US$60 million.

- Engineering consultant Arup, whichhas two offices in Brazil, is working ontwo venues for the Olympic Games.

- Engineering and developmentconsultancy Mott MacDonald hasbeen involved in designing andplanning tolling systems, designingconstruction supervision for newhighway communications systemsand developing control centres formaintenance and rescue services.

- Passenger simulation softwaredesigned by Legion is being usedacross a range of transport projectsacross Brazil.

“Arup has worked in Brazil foryears, but previously we usedproject offices set up todeliver specific schemes.The opening of the newpermanent offices in Rioand São Paulo plants a clearmarker that we are here tostay and that we believethere is a strong future forArup in this country.”Ricardo Pittella, Arup’s Country Director for Brazil

Source: Arup press release

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Two UK architecturefirms have won

contracts in Brazil

Page 6: Catalyst Corporate Finance Brazil 2013

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Brazil M&A update

BroadSpan is the Brazilian partnerof Mergers Alliance. LeonardoAntunes, BroadSpan’s ManagingDirector has completed deals,capital raising and project

finance worth over US$15 billion in South America.He discusses M&A trends and provides insightsinto how foreign companies are entering Brazil.

BroadSpan is helping a range of investors accessopportunities in Brazil

We are currently working with both public and privateforeign companies, as well as private equity whorecognise that they need to supplement their expertisewith local specialists who have significant strategic andtransaction experience. There is a lot of inbound interestfrom UK companies, as well as from the US, Franceand Spain.

M&A activity is focused on three key areas

Companies based in the low growth developedeconomies are being forced to look to faster growingcountries like Brazil for opportunities. Developedeconomies have mature industrial sectors, sophisticatedbusiness services providers and leading consumerbrands. Companies in these areas are taking advantageof the scale of investment being made across Brazil’sinfrastructure and energy supply chain, and the spendingpower of the rapidly increasing middle class. This is beingreflected in M&A activity (see page 8).

While the mega deals grab the headlines, there is a lot ofactivity by large and mid-sized foreign players acquiringsmaller niche players such UK-based Intertek, whichrecently acquired an 85% stake in Brazilian toy andconsumer products testing laboratory E-Test forUS$9.9 million.

Using a local advisor is critical to developing andimplementing the right market entry strategy

The operating environment for businesses in Brazil iscomplex and poor advice will lead to costly delays andmissed opportunities. It’s vital that companies work witha local advisor who is able to use their market insightand personal relationships with companies and the

government to help formulate the right entrystrategy, use their expertise to evaluate the best localopportunities and deliver a transaction successfully.

Potential acquirers need to consider issuesspecific to Brazil

Around 90% of businesses in Brazil are family-ownedand many will not have considered an exit strategy.This presents challenges to potential overseas acquirers.It is common for these businesses to maintain two setsof books and for results to be unaudited. High taxesbased on revenue rather than profit mean owner-managers are careful about what they declare to thetax authorities. But this often creates a valuation gapwith an overseas buyer because of the differencebetween the declared profit and the actual profit.

BroadSpan has significant experience of creatingdeal structures which recognise fair value andmeet the governance standards demandedby overseas buyers.

Different sectors have specific legislationand tax rules

Foreign corporates need to be aware of the specificrequirements associated with operating in Brazil whichgovern a range of issues including the level of foreignownership permitted, local content and licensingrequirements and taxation and employment practices.

For example, Brazil has multiple taxation regimes withdifferent levels of taxing authorities. Tax laws changefrequently, so it’s not unusual for companies andtheir advisors to work with more than one tax specialist.

The status of employees can also raise issues, especiallyin the business services sector and consulting inparticular. For example, to reduce employment taxesmany employees in the service sector are contractors butif an acquirer wants to make employees permanentpost-deal, this may trigger historic payroll tax and socialsecurity liabilities (see Case study on page 7).

To protect overseas acquirers from claims, Sale &Purchase Agreements tend to include a higher numberof indemnification clauses than a British acquirermight be used to.

A perspective on M&A trends and market entry strategies

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Brazil M&A update

Undertaking rigorous due diligence is especiallyimportant in Brazil

We always try to identify and qualify potential issues forour clients in advance of commencing full diligence toavoid surprises and gain early visibility of those areaswhich may have a significant impact on the value andthe transaction process.

Should a client wish to proceed and given the issuesdiscussed earlier, due diligence is critical and can uncoverissues such as liabilities associated with existing litigationand potential claims, which affect the valuation of a targetand potentially negotiations.

Ensure the acquisition structure is tax efficient

Acquirers need to engage early with tax and legalspecialists to ensure a transaction is structured torepatriate dividends and earnings in the most tax efficientway possible. Brazil has signed double tax treaties withonly a handful of countries and so holding companiesand investment vehicles are often located in jurisdictionslike the Netherlands.

New pre-merger review requirement affectstransaction planning

New competition laws introduced in 2012 are potentiallya significant hurdle for cross-border transactions. Underthe previous notification process, transactions could becompleted before CADE (Administrative Council forEconomic Defense) had given its approval. Now reportabletransactions (one party has turnover in Brazil ofapproximately US$400 million and the other US$40 million)need to receive CADE’s approval before a transaction cancomplete. The waiting period for a reportable transaction

to be reviewed can be up to 330 days. As yet there isno fast track process, although to date “non-complex”transactions have been cleared in around 18 days.Although this creates uncertainty for the vendor andacquirer, the new process removes the possibility ofpost-merger remedial action.

The new notification and approvals process needs tobe factored into the timetable planning for a transaction,especially as the information required in a notificationform for a complex transaction is considerable.

Companies prefer to create joint ventures oracquire a majority position

Most companies prefer to enter the market via a jointventure or through a majority stake acquisition. Dealstructures range from 50% to 80% and can include a pathto full ownership over a two to four year period. The scaleof a British company’s first acquisition varies with somepreferring to make smaller acquisitions in order tounderstand the market better before making a largermove. Our experience suggests that a staggeredapproach to full ownership helps to align the interestsof a company’s founder or shareholders.

Outlook for foreign investors over the next12 months is positive

The upcoming World Cup and Olympics, rising purchasingpower of the middle class and range of government-supported growth measures means Brazil has theattention of global corporates and investors looking forstrategic growth. This will drive increasing competition forhigh quality assets and stimulate inbound, outbound anddomestic M&A.

Case study: Accenture’s acquisition of RiskControlBroadSpan advised RiskControl, a privately heldrisk consulting company based in Rio de Janeiro,on its recent sale to US consulting and technologyservices company Accenture.

Reason for acquisition

The acquisition complemented and expandedAccenture’s risk service in the rapidly growingBrazilian market. It also gave Accenture access tothe end-to-end software tool RiskControl, a software

platform that helps companies manage, monitorand evaluate risks throughout their business.

How the deal was transacted

BroadSpan navigated through complex deal structuresto maximize RiskControl's value. The deal wasstructured with an upfront payment in cash of 100% ofthe company’s equity value, plus a three year earn-outwith a fixed cap value. This earn-out was paid basedon a metric of revenues regarding new clients.

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Page 8: Catalyst Corporate Finance Brazil 2013

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Brazil M&A update

180

160

140

120

100

80

60

40

20

60,000

50,000

40,000

30,000

20,000

10,000

00

Num

ber

of

dea

ls

Dis

clo

sed

valu

e(B

RL

mill

ion)

Indus

trials

Infor

mat

ionTe

chno

logy

Real E

state

Finan

cials

Food

&Drin

k

Health

care

Busine

ssSer

vices

Consu

mer

Produc

ts

Utilitie

s

Natur

alre

sour

ces

Energ

y

Constr

uctio

n

DealsDisclosed Value (RHS)

Figure 8: 2012 M&A activity by sector

Source: Catalyst Corporate Finance, Captial IQ

Strategic acquisitionsdominate activity

M&A has astrategic focusTotal deal volumes have increasedyear-on-year following a dip in 2009(see Figure 7). There were 643 deals in2012. Activity has a strategic focus asforeign corporates look to enter Brazilor increase their market share.

The industrials sector dominatedinbound activity in 2012 as foreigncorporates used acquisitions to takeadvantage of the massive investment inthe energy and infrastructure sectors.

M&A activity in consumer-focused areasincluding food and drink, healthcare andfinancial services was also high (seeFigure 8). Foreign acquirers want to gainaccess to rising consumer spending vialeading brands. M&A levels will remainstrong in these sectors in 2013.

Inbound investment M&A has beencharacterised by the acquisition ofmajority and minority stakes, as wellas full acquisitions (see Figure 9). Forexample, Mott MacDonald recentlyacquired Habtec Engenharia Ambiental,

a Brazilian environmental consultancy.The deal gives Mott MacDonald aregional base which it will use to expandacross South America.

2008 2009 2010 2011 2012

503700

600

500

400

300

200

100

0

329

455

591643

Figure 7: M&A activity in Brazil(inbound, outbound and domestic)

Source: Catalyst Corporate Finance, Captial IQ

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Brazil M&A update

By 2020, Brazil is aiming to be one of the world’stop five oil producers. One third of global reservesdiscovered in the last five years have been foundin Brazil, including the major find in the offshoredeepwater “pre-salt” layers.

Whilst legislation ensures that there will be asignificant amount of local content, Brazil needs theexpertise of international corporates to achieve itsproduction targets. This means there are significantopportunities for foreign producers and suppliers.

Global majors working alongside sector giantPetrobras

State-backed Petrobras accounts for around 90%of Brazil’s total oil & gas production. It benefits fromregulatory advantages over other independent Brazilianand foreign producers such as the requirement that itwill be the operator on all pre-salt oil fields.

Global oil & gas majors are committed to Brazil witharound 40 companies including Chevron, BG, BP,Shell, Eni, Statoil, Total and ExxonMobil active in theupstream market.

US$400 billion investment programme underway

Petrobras is currently investing US$225 billion across thesupply chain to meet its goal of doubling production by2020. Major investment is also being made by leadingindependent producers OGX, Cosan and Queiroz Galvãoin their exploration and production capabilities.

The May 2013 Round 11 Auctions (289 explorationblocks) and Pre-Salt and Shale Gas bidding rounds laterin the year will increase the penetration of foreign majors,increase investment and boost M&A. Leading tier 1suppliers like GE, Aker and Cameron have establisheda local presence and are positioning themselves to wina share of the spend.

Market entry strategies influenced by localregulations

Petrobras approved suppliers’ register: Companiesawarded contracts and orders directly from Petrobras arechosen from the company’s supplier Approval Register.Acquisitions and joint ventures are often the easiest wayto enter the register. There are over 5,500 companieson Petrobras’ supplier register so significant M&Aopportunities exist. For example, in 2011 UK-basedHydrasun acquired Remaq Ltda, a Brazil-based providerof flexible hose assemblies which had a proven recordwith Petrobras.

Local content regulations: Goods and services used inthe oil & gas industry must have a significant level of “localcontent”. Joint ventures enable international companiesto ensure that they meet this requirement. For example,French oil service company Technip and Brazilian servicesprovider Odebrecht agreed a joint venture which won afive-year contract estimated to be worth US$1 billion tosupply two pipeline installation ships to Petrobras.

Opportunity Lead supplier Support suppliers

Offshore oil drilling facilitiesneed constant supplies duringand after construction

Petrobras estimates it will need235 support vessels by 2020

Brazil’s Wilson Sonsprovides services withinshipbuilding and shipping.It has a service contractwith Petrobras to transportsupplies

Netherlands-based Damen Shipyards is building newtugs (in Brazil) and providing offshore supply vessels(OSV) to Wilson Sons. OSV engines include Caterpillargenerator sets that power Rolls Royce azimuththrusters

Equipment which goes on thesea bed and enables production

Petrobras is constructing48 drilling rigs and 38 oilproduction platforms

GE’s oil and gas businesswill supply Petrobras with380 subsea wellheadsystems valued at US$1.1billion. Over 75% of partswill be made in Brazil

In 2012 UK subsea engineering specialist ViperSubsea won an order with Petrobras through a firsttier supplier to supply underwater components

UK-based Sonardyne International has a contract tosupply subsea acoustic positioning technology foruse by Subsea 7 in pre-salt fields

Selected opportunities in the subsea exploration & production supply chain

Source: Catalyst Corporate Finance, company press releases

Servicing

Well construction

A major offshore oil and gas frontier

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Page 10: Catalyst Corporate Finance Brazil 2013

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Brazil M&A update

Private equityinvestmentPrivate equity is an important driverof M&A in Brazil with deal volume overthe last ten years worth aroundUS$22 billion.

Both domestic and international PE arefocusing on companies benefiting fromthe growing spending power of themiddle class. For example, in 2012Brazil’s BTG Pactual acquired clothingretail store Leader Magazine forUS$274 million in 2012, US-basedCarlyle Group acquired furniture storeTok & Stok for US$348 million.

3i Group has recently led a consortiumwhich has acquired Óticas Carol,Brazil’s second largest eyewear retailer,for US$54 million. Activity will continueto be strong in 2013.

Local PE firms are also prepared toco-invest with overseas investors inlocal businesses.

Large foreign institutional investorsare also attracted to investmentopportunities. For example, OntarioTeachers’ Pension Plan holds a 12.5%stake in Brazilian iron-ore companyManabi Holding and Canada’s PublicSector Pension Investment Board hasacquired a stake in Isolux Infrastructurefor US$402 million.

Exit activity includes trade sales,secondary buyouts and initial publicoffering. Stratus Group, a Brazilianmid-market private equity investor,listed technology service providerSenior Solution in 2012 and car rentalcompany Locamerica, backed by theprivate equity arm of Banco Votorantim,floated in April 2012.

Private equity has asuccessful record

in Brazil

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Our dedicated Brazil desk is staffed by professionals from Catalyst and our Mergers Alliancepartner firm BroadSpan. We offer the following services:

Acquisition search assignments in Brazil

Advice on structuring and completing deals in Brazil

Information on sector trends and valuations

Access to corporate decision-makers and owners

Specialist advice on call...

Contact Mark Wilson,Partner, Catalyst Corporate Finance +44 (0) 20 7881 2960

Page 11: Catalyst Corporate Finance Brazil 2013

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Brazil M&A update

Date Acquirer Target Company Target Activities Deal value(£m)

Jul-10 Pearson Plc School Learning Systems Business of SistemaEducacional Brasileiro SA

Provides learning systems to pre-school, primary andsecondary schools

325.7

Jun-10 United Business Media Ltd Sienna Interlink Organises trade shows and exhibitions n/d

Jun-10 G4S Plc SSE Do Brasil Ltda Provides security systems software and services 23.5

May-10 WPP Plc Midia Digital Provides digital marketing services n/d

May-10 WPP Plc I-Cherry Provides search engine marketing services n/d

United Business Media Ltd PR Newswire Brazil Provides range of targeting, distribution and monitoring services 1.0Jun-10

Mar-13 Intertek Group Plc E-TEST Laboratorio de Ensaios e TecnologiaLtda, Brazil

Provides toy and consumer products testing services 6.8

Mar-13 Bunzl Plc Labor Import Comercial ImportadoraExportadora Ltda

Supplies own label medical and healthcare consumable products toredistributors, hospitals, clinics, laboratories and care homes

n/d

Apr-13 Mott MacDonald Group Ltd Habtec Engenharia Ambiental Ltda. Provides environmental engineering consulting services n/d

Apr-13 Smith & Nephew Plc Pró Cirurgia Especializada Ltda. Distributes sports medicine, orthopedic reconstructionand trauma products.

n/d

Oct-12 Experian Plc Serasa SA Operates a credit bureau in Brazil 957.2

Oct-12 Cognita Holdings Ltd Escola Cidade Jardim - Playpen Operates a bilingual school n/d

Sep-12 AMEC Plc Kromav Engenharia Ltda Provides engineering design services to the shipping shippingindustries

7.7

May-12 Diageo Plc Ypioca Business of Ypioca Agroindustrial Ltda Manufactures a premium cachaca brand, Ypioca 289.0

Apr-12 UBM Plc Negocios nos Trilhos Operates a cargo and public rail transport tradeshow n/d

Mar-12 Aggreko Plc Companha Brasileira de Locacoes Offers complete power rental solutions including generators, lightingtowers, containers and loadbanks

161.1

Sep-11 Bunzl Plc Ideal Global Sistemas de Higiene Ltda Supplies cleaning and hygiene consumable products to customers inthe industrial, healthcare and education

n/d

Sep-11 BP Plc Tropical BioEnergia SA Operates an ethanol refinery 45.0

Jul-11 Experian Plc Virid Interatividade Digital Ltda Provides email marketing services n/d

Jul-11 ESAB Holdings Ltd Condor Equipamentos Industriais Ltda Manufactures industrial gas equipment for the use in the heating,welding and cutting sectors

n/d

Jun-11 WPP Plc F.biz Ltda Provides digital marketing services n/d

May-11 Travelex Ltd Confidence Cambio Provides retail foreign exchange services 305.0

May-11 Smiths Group Plc Smiths Distribution Business of EBCOSystems Ltd

Distributes Smiths Detection products in Brazil n/d

May-11 Chime Communications Plc Golden Goal Sports Venues Provides sports marketing services for major companies andsporting federations

9.5

Sep-10 Eurasian Natural ResourcesCorporation Plc

Caera Mineral Ltd Mines for iron ore 97.8

Sep-10 G4S Plc Plantech Engenharia e Sistemas Ltda Provides security systems and related services n/d

BP Plc Companhia Nacional de Acucar e Alcool Manufactures renewable fuel from sugar cane 423.8Mar-11

Informa Plc Ibraexpo Feiras e Eventos Ltda Organises trade fairs and exhibitions 81.0Jun-11

BP Biofuels UK Ltd Companhia Nacional de Açúcar e Álcool SA Produces sugar and ethanol 15.8Sep-11

Bunzl Plc Danny Comercio Importacao Exportacao Ltda Supplies personal protection equipment throughout Brazil n/dNov-11

IMI Plc Grupo InterAtiva Designs, assembles and distributes isolation valves to variousend markets

43.0Feb-12

Elementis Holdings Ltd Watercryl Quimica Ltda Produces coatings additives 15.4Jun-12

Bunzl Plc Vicsa Brasil Equipamentos de ProtecaoIndividual Ltda

Supplies personal protection equipment throughout Brazil n/dJan-13

Figure 9: Recent acquisitions in Brazil by UK companies

Source: Catalyst Corporate Finance, Captial IQ

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Page 12: Catalyst Corporate Finance Brazil 2013

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www.catalystcf.co.uk

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This is all we do and all we want to do.

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Catalyst advises management teams, private shareholders andcorporates on:

Through our international partnership, Mergers Alliance, we provide:

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UK and European CorporateFinance Adviser of the Year