global ma monthly april 2012

M&A Market Analysis April 2012

Global M&A Monthly A Middle-Market Perspective on U.S., Europe, and Asia Mergers & Acquisitions

Global Mergers & Acquisitions European

Investment Banking Asia Investment Banking Christopher C. McMahon Managing Director Head of Global M&A [email protected] +1.312.609.4983

Brian P. McDonagh Managing Director Co-Head of M&A [email protected] +1.704.553.6611

Christopher Harned Managing Director [email protected] +1.414.765.3908

David M. Silver Managing Director Head of European Investment Banking [email protected] +44.207.667.8216

Anthony Siu Managing Director Head of Asia Investment Banking [email protected] +86.21.6182.0980

Howard P. Lanser Managing Director [email protected] +1.312.609.5478

J. David Cumberland, CFA Director, M&A Research [email protected] +1.312.609.5429

Kyle J. Borkowski M&A Market Analyst [email protected] +1.312.609.7011

Nicholas R. Sealy Managing Director Co-Head, European Investment Banking [email protected] +44.207.667.8370

In This Issue Page

Please refer to Appendix – Disclaimers and Other Disclosures on page 33.

Global M&A Commentary and Deal Statistics ...................................................... 1 Despite generally favorable conditions for global M&A activity, Q1 registered the lowest announced dollar volume in the past 10 quarters. Year to date through March, the global transaction count dropped 5.7%, while dollar volume declined 15.7%.

U.S. M&A Commentary and Deal Statistics ......................................................... 5 The pattern of higher deal counts and lower dollar volume persisted in the U.S. M&A market in March. The transaction total of 980 was up 5.5%, marking the ninth consecutive year-over-year increase. However, reported dollar volume declined for the fifth straight month, dropping 43.5% to $49.1 billion, the lowest figure in more than two years.

Europe M&A Commentary and Deal Statistics ................................................... 10 Europe’s M&A activity continued to lag in March. The deal total dropped 31.5% to 756. Reported dollar volume of $39.6 billion was 40.2% below the year-ago figure.

U.K. Cross-Border M&A Activity ........................................................................ 14 Year to date in the U.K., the deal count fell 17.2% to 674, as both domestic and cross-border transactions experienced declines in excess of 10%. Dollar volume tumbled 41.2% to $31.7 billion, partly reflecting a 66.2% drop in outbound volume.

Germany Cross-Border M&A Activity ................................................................ 15 For January through March, M&A activity in Germany declined slightly from last year. The deal count was down 3.4% to 394, and dollar volume slipped 3.7% to $15.8 billion.

Asia Commentary and Deal Statistics ............................................................... 16 M&A metrics in Asia (ex. Japan) softened during March after firming in February. The number of deals contracted 16.1% to 460. Reported dollar volume declined 9.4% to $19.2 billion.

China M&A Activity and Deal Statistics ............................................................. 17 Through the first three months of the year, the deal count in China contracted 21.3% to 532, as domestic, inbound, and outbound transactions all experienced decreases. Dollar volume slid 26.3% to $25.7 billion.

India M&A Activity and Deal Statistics ............................................................. 19 M&A activity was mixed in India through the first three months of the year. The deal count was down 3.9% to 221, despite a 25.0% increase in domestic transactions. Dollar volume rose 31.0% to $10.1 billion.

Japan M&A Activity .......................................................................................... 21 During the first quarter of 2012, the deal count in Japan climbed 21.8% to 733, with strong gains in both domestic and cross-border transactions. Dollar volume jumped 23.6% to $30.9 billion, led by outbound volume growth of over 40%.

Economic Commentary ..................................................................................... 22 Economic fundamentals are bearish. Better-than-expected economic data provided a boost to stocks in the fourth quarter of 2011 and early in 2012, but that tailwind appears to have diminished. The economic surprise index for the U.S. economy has fallen back to where it was in October of last year, as recent data releases have failed to surpass expectations.

Restructuring News .......................................................................................... 24 The Baird CDS Index increased for the first time this year in March, gaining 41.4 points to 781.8 – up 5.6% from 740.3 on February 29, 2012 and above the last 12 month average of 743.9. However, the index has come down over 25% from its near-term peak of 1,069.6 in September 2011.

Transaction Spotlight – Sale of Kforce Clinical Research, Inc. to inVentiv Health, Inc. ...................................................................................................... 25 Kforce Inc. (NASDAQ-GS: KFRC) completed the sale of its wholly owned subsidiary, Kforce Clinical Research, Inc. (“KCR”), to inVentiv Health, Inc.

Recent Baird M&A Transactions ....................................................................... 26 A summary of Baird’s recently announced M&A Transactions.

Baird U.S. Equity Research Coverage ............................................................... 28 In March, Baird added 1 company to coverage and now covers 665 companies. These companies have a median and average market capitalization of $2.4 billion and $9.7 billion, respectively.

Investment Banking Contact List ..................................................................... 32

Global M&A Commentary

Robert W. Baird & Co. 1

Despite generally favorable conditions for global M&A activity, Q1 registered the lowest announced dollar volume in the past 10 quarters. Year to date through March, the global transaction count dropped 5.7%, while dollar volume declined 15.7%. In the middle market, the transaction total decreased 14.7% in the first three months of 2012, and dollar volume was 20.0% below the year-ago level.

During March, the deal count declined 11.8% to 2,537, below the last 12 month (LTM) average of 2,734. Reported dollar volume fell 26.1% to $120.1 billion, which trailed the LTM average by 22.6%. In the middle market, the number of transactions contracted 17.7%, and dollar value was down 30.3%.

Global economic data has established an upward trend in recent months. The global all-industry purchasing managers index (PMI) for February and March posted the highest rates of growth in the past year, as increased expansion in the U.S. and Japan outweighed mild contraction in the euro zone. Moreover, the composite leading indicator of the Organisation of Economic Co-operation and Development (OECD) reached its highest value in nine months. In a separate quarterly update, the OECD noted a firming but fragile economic recovery while recommending an extended period of supportive monetary policy, which is seen as particularly essential to mitigating challenging conditions in Europe. Stronger results in the global M&A market likely depend on evidence that the economic rebound is broadening.

The lending markets remained robust through March. Worldwide corporate bond sales set a quarterly record in Q1. Within the high yield segment, issuance during Q1 was more than triple the quarterly average for the second half of 2011. Inflows into high yield funds were very strong over the past four months, as investors have aggressively pursued yield. The high yield market is also expected to feature global default rates well below the historical average through at least 2013. In the leveraged loan market, new issue supply reached a 12-month high in March, helped by fund flows turning positive after net negative flows in each of the preceding seven months. If the effects of Europe’s sovereign debt crisis are contained, the high yield and leveraged loan markets should continue to support M&A financings.

The global equity markets were mixed in March. For the five major indices depicted below, the median change was an increase of 0.2%. Stellar performance in the first quarter, when this group posted an average gain of 12.8%, served as a catalyst for a busy equity offering calendar, resulting in incremental capital available for M&A.

Declines in private equity activity during Q1 were consistent with overall M&A market contraction. On a global basis, the number of announced deals with financial buyers fell 15.6% from the Q1 2011 level, while reported dollar volume dropped 18.8%. Both metrics represented the lowest quarterly totals in two years. The balance of 2012 should represent a more active period for financial sponsors in view of accessible credit markets, substantial committed capital, aging portfolio holdings, and potential tax increases after year-end.

Note: See pages 5, 10, and 16 for specific U.S., Europe, and Asia commentary

Relative Performance of Global Market Indices

60%

70%

80%

90%

100%

110%

120%

1/1/11 2/26/11 4/24/11 6/20/11 8/16/11 10/12/11 12/8/11 2/3/12 3/31/12

S&P 500 FTSE 100 DAX Hang Seng Nikkei 225

(2.2%)

12.0%

0.5%(1.4%)

(10.8%)

_____________________ Source: Capital IQ.

Global M&A Activity


Global M&A Activity

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 3/11 YTD

3/12 YTD

Total 19,857 18,353 20,861 24,379 28,579 32,678 30,002 25,779 30,385 33,280 8,302 7,832

# of Deals – >$1B 179 189 287 376 503 615 321 239 385 337 88 82

# of Deals – Middle-Market 8,997 8,954 10,227 11,999 13,267 14,663 13,367 11,265 14,161 14,005 3,435 2,930

# of Deals – Undisclosed 10,681 9,210 10,347 12,004 14,809 17,400 16,314 14,275 15,839 18,938 4,779 4,820

Deal Value $1,016 $1,152 $1,666 $2,345 $3,100 $3,383 $2,003 $1,582 $2,050 $1,939 $482 $406

19,857 18,35320,861

24,37928,579

32,67830,002

25,779

30,38533,280

8,302 7,832

$0

$1,000

$2,000

$3,000

$4,000

0

10,000

20,000

30,000

40,000

Deal Value#

of D

eals

# of Deals – Undisclosed # of Deals – Middle-Market # of Deals – >$1B Deal Value ($ in billions)

_____________________ Source: Dealogic and Robert W. Baird & Co. Incorporated M&A Market Analysis. Note: Middle-market transactions defined as those with a disclosed transaction value of less than $1 billion. Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs.

Global Middle-Market M&A Activity

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 3/11 YTD

3/12 YTD

# of Transactions – Middle-Market 8,997 8,954 10,227 11,999 13,267 14,663 13,367 11,265 14,161 14,005 3,435 2,930

# of Transactions – $500M – $1B 194 204 289 315 448 539 304 220 344 356 98 71

# of Transactions – $100M – $499M 1,077 1,212 1,536 1,855 2,149 2,403 1,693 1,245 1,719 1,913 426 371

# of Transactions – <$100M 7,726 7,538 8,402 9,829 10,670 11,721 11,370 9,800 12,098 11,736 2,911 2,488

Deal Value $500 $540 $702 $822 $1,004 $1,146 $778 $572 $800 $875 $212 $170

8,997 8,95410,227

11,99913,267

14,66313,367

11,265

14,161 14,005

3,435 2,930

$0

$500

$1,000

$1,500

0

5,000

10,000

15,000

Deal Value#

of D

eals

# of Transactions – <$100M # of Transactions – $100M – $499M # of Transactions – $500M – $1B Deal Value ($ in billions)


Global M&A Deal Statistics


($ in millions) Number of Deals – March Deal Value – March 2011 2012 % Change 2011 2012 % Change

North America 1,118 1,123 0.4% $93,432 $69,340 (25.8%) – U.S. 929 980 5.5% $86,930 $49,108 (43.5%) Central / South America 96 112 16.7% $4,368 $8,603 97.0% Europe 1,104 756 (31.5%) $66,275 $39,613 (40.2%) – U.K. 296 227 (23.3%) $22,711 $17,021 (25.1%) – Germany 147 103 (29.9%) $10,370 $1,623 (84.3%) Africa / Middle East 90 76 (15.6%) $2,450 $3,304 34.9% Asia-Pacific (ex. Japan) 548 460 (16.1%) $21,168 $19,182 (9.4%) – China 267 216 (19.1%) $10,615 $9,966 (6.1%) – India 91 70 (23.1%) $2,008 $1,455 (27.6%) Japan 213 274 28.6% $9,796 $12,796 30.6% Global Total 2,877 2,537 (11.8%) $162,595 $120,087 (26.1%) _____________________ Source: Dealogic and Robert W. Baird & Co. Incorporated M&A Market Analysis. Note: Global Total will not equal the sum of the individual regions listed above, as cross-border transactions are reflected in both the target’s and acquiror’s respective regions. Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs.

($ in millions) Number of Deals – YTD Deal Value – YTD 2011 2012 % Change 2011 2012 % Change

North America 3,355 3,668 9.3% $284,185 $196,828 (30.7%) – U.S. 2,798 3,220 15.1% $268,155 $162,390 (39.4%) Central / South America 291 336 15.5% $18,966 $19,968 5.3% Europe 3,188 2,424 (24.0%) $158,898 $168,509 6.0% – U.K. 814 674 (17.2%) $53,931 $31,700 (41.2%) – Germany 408 394 (3.4%) $16,417 $15,811 (3.7%) Africa / Middle East 265 236 (10.9%) $19,970 $13,174 (34.0%) Asia-Pacific (ex. Japan) 1,402 1,230 (12.3%) $64,976 $56,483 (13.1%) – China 676 532 (21.3%) $34,864 $25,701 (26.3%) – India 230 221 (3.9%) $7,681 $10,064 31.0% Japan 602 733 21.8% $24,960 $30,861 23.6% Global Total 8,302 7,832 (5.7%) $481,897 $406,131 (15.7%) _____________________ Source: Dealogic and Robert W. Baird & Co. Incorporated M&A Market Analysis. YTD as of March 31. Note: Global Total will not equal the sum of the individual regions listed above, as cross-border transactions are reflected in both the target’s and acquiror’s respective regions. Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs.

Global Middle-Market M&A Deal Statistics


($ in millions) Number of Deals – March Deal Value – March 2011 2012 % Change 2011 2012 % Change

North America 503 392 (22.1%) $39,753 $27,833 (30.0%) – U.S. 390 313 (19.7%) $34,607 $22,027 (36.4%) Central / South America 50 41 (18.0%) $4,368 $3,181 (27.2%) Europe 307 225 (26.7%) $30,131 $16,428 (45.5%) – U.K. 118 95 (19.5%) $11,761 $8,120 (31.0%) – Germany 22 22 0.0% $1,117 $1,623 45.4% Africa / Middle East 37 40 8.1% $2,450 $2,206 (10.0%) Asia-Pacific (ex. Japan) 362 316 (12.7%) $17,727 $14,236 (19.7%) – China 209 179 (14.4%) $9,573 $8,835 (7.7%) – India 47 27 (42.6%) $2,008 $452 (77.5%) Japan 101 108 6.9% $6,134 $6,804 10.9% Global Total 1,262 1,038 (17.7%) $85,612 $59,650 (30.3%) _____________________ Source: Dealogic and Robert W. Baird & Co. Incorporated M&A Market Analysis. Note: Global Total will not equal the sum of the individual regions listed above, as cross-border transactions are reflected in both the target’s and acquiror’s respective regions. Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs. ($ in millions) Number of Deals – YTD Deal Value – YTD 2011 2012 % Change 2011 2012 % Change

North America 1,468 1,228 (16.3%) $102,976 $80,404 (21.9%) – U.S. 1,141 972 (14.8%) $89,303 $66,596 (25.4%) Central / South America 123 132 7.3% $8,454 $11,039 30.6% Europe 814 637 (21.7%) $70,258 $47,010 (33.1%) – U.K. 286 241 (15.7%) $24,987 $16,312 (34.7%) – Germany 65 69 6.2% $4,297 $7,926 84.5% Africa / Middle East 96 109 13.5% $5,567 $7,699 38.3% Asia-Pacific (ex. Japan) 898 796 (11.4%) $42,798 $35,174 (17.8%) – China 517 422 (18.4%) $24,652 $20,276 (17.8%) – India 110 96 (12.7%) $5,207 $2,508 (51.8%) Japan 302 257 (14.9%) $17,124 $14,332 (16.3%) Global Total 3,435 2,930 (14.7%) $212,134 $169,717 (20.0%) _____________________ Source: Dealogic and Robert W. Baird & Co. Incorporated M&A Market Analysis. YTD as of March 31. Note: Global Total will not equal the sum of the individual regions listed above, as cross-border transactions are reflected in both the target’s and acquiror’s respective regions. Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs.

U.S. M&A Commentary


MARCH DOLLAR VOLUME AT 26-MONTH LOW

The pattern of higher deal counts and lower dollar volume persisted in the U.S. M&A market in March. The transaction total of 980 was up 5.5%, marking the ninth consecutive year-over-year increase. However, reported dollar volume declined for the fifth straight month, dropping 43.5% to $49.1 billion, the lowest figure in more than two years. In the U.S. middle market, the deal count was down 19.7%, while dollar value sank 36.4%.

Recent data points for the U.S. economy continued to suggest a moderate growth backdrop that appears well suited for deal-making. March capped off the best quarter for the Institute for Supply Management (ISM) manufacturing index since Q2 2011, while the ISM services index reached a four-quarter high in Q1. After a series of positive updates, the latest labor market news was mixed, with March witnessing a five-month low in payroll additions, while jobless claims established four-year lows for several weeks before an uptick in early April. Regarding the outlook, the quarterly Business Roundtable CEO survey conducted in March revealed meaningful increases in sales expectations, capital spending plans, and hiring intentions for the next six months. Although the substantial rise in gas prices could dampen economic gains, forecasts for the balance of 2012 continue to call for expansion of about 2%, which would represent the type of low-growth scenario that motivates corporate boards to pursue M&A.

The U.S. credit markets maintained a red-hot start to the year in March. Issuance in the high yield market reached an all-time in Q1, when volume was more than 50% above the quarterly mean during 2010-2011, the two best years on record. Issuance was powered by impressive high yield fund inflows, which averaged in excess of $1 billion during the first quarter. The picture also brightened in the leveraged loan market, where March experienced the highest new issue supply in a year, bringing the first-quarter total above the combined supply for the second half of 2011. Loan fund flows were positive in each week of March, with the four-week average exceeding $100 million for the first time in eight months. With central banks seemingly committed to low interest rate policies, these asset classes should remain an accessible source of capital for deal activity.

The U.S. equity market extended its rally in March, when the S&P 500 increased 3.1%. The 12.0% gain for January-March represented the best first quarter of the year since 1998. Aided by higher valuations, Q1 was the most active quarter for IPOs in the U.S. since 2007. In addition, follow-on pricing discounts contracted significantly in recent months, facilitating capital-raising activity for issuers. U.S. M&A Activity For the fifth consecutive month, dollar volume

contracted despite an increase in the deal count. The number of announced transactions was up year-over-year for the ninth straight month, rising 5.5% to 980, slightly below the last 12 month (LTM) average of 1,012. Dollar volume plunged 43.5% to $49.1 billion, below the LTM average of $74.6 billion and the second-lowest figure since January 2010.

On a year-to-date basis, the deal count rose 15.1% to 3,220. The number of announced transactions represented the highest quarterly figure since Q2 2000. Dollar volume fell 39.4% to $162.4 billion, the lowest total since Q3 2009.

For the LTM period, the deal count was up 10.0% to 12,140, marking the third-highest figure on record over a 12-month period. Dollar volume dipped 10.1% to $895.3 billion.

U.S. Middle-Market Activity Comparisons were negative for the third straight

month in the U.S. middle market. The deal count contracted 19.7% to 313, below the LTM average of 364 and the 13th year-over-year decrease in the past 16 months. Dollar volume fell 36.4% to $22.0 billion, below the LTM average of $27.0 billion and the ninth straight monthly decline.

From January through March, the number of announced transactions slid 14.8% to 972. The quarterly figure was the second-lowest count since Q4 2009. Dollar volume dropped 25.4% to $66.6 billion, marking the lowest level in the past eight quarters.

Valuations for the U.S. middle market have contracted recently. The median EBITDA transaction multiple for the LTM period ended in March declined to 8.7x from 9.2x in 2011. The median multiple over the last six months was 7.6x, compared to 9.3x in the prior six months.

U.S. M&A Activity


U.S. M&A Activity

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 3/11 YTD

3/12 YTD

Total 7,847 7,811 8,875 8,924 11,118 11,719 9,554 7,910 11,072 11,718 2,798 3,220

# of Deals – >$1B 70 89 154 181 235 292 115 92 178 161 42 39

# of Deals – Middle-Market 3,403 3,691 3,960 3,852 3,866 3,630 3,600 3,309 5,364 4,531 1,141 972


Deal Value $475 $598 $866 $1,160 $1,460 $1,496 $778 $763 $946 $1,001 $268 $162

7,847 7,8118,875 8,924

11,11811,719

9,554

7,910

11,07211,718

2,798 3,220

$0

$500

$1,000

$1,500

$2,000

0

3,000

6,000

9,000

12,000

Deal Value#

of D

eals



U.S. Middle-Market M&A Activity

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 3/11 YTD

3/12 YTD

# of Transactions – Middle-Market 3,403 3,691 3,960 3,852 3,866 3,630 3,600 3,309 5,364 4,531 1,141 972

# of Transactions – $500M – $1B 99 106 134 144 178 229 120 78 174 153 47 30

# of Transactions – $100M – $499M 535 620 783 797 866 850 601 431 683 764 176 149

# of Transactions – <$100M 2,769 2,965 3,043 2,911 2,822 2,551 2,879 2,800 4,507 3,614 918 793

Deal Value $243 $270 $338 $351 $401 $423 $279 $195 $340 $347 $89 $67

3,4033,691 3,960 3,852 3,866 3,630 3,600

3,309

5,364

4,531

1,141 972

$0

$200

$400

$600

0

2,000

4,000

6,000

Deal Value#

of D

eals

# of Transactions – <$100M # of Transactions – $100M – $499M # of Transactions – $500M – $1B Deal Value ($ in billions)


U.S. Middle-Market M&A Deal Statistics


Number of Deals Deal Value 2011 2012 % Change ($ in millions) 2011 2012 % Change

March March <$100M 307 254 (17.3%) <$100M $5,500 $5,176 (5.9%) $100M-$499M 64 49 (23.4%) $100M-$499M $16,012 $10,297 (35.7%) $500M-$1B 19 10 (47.4%) $500M-$1B $13,095 $6,554 (49.9%) Total Middle-Market 390 313 (19.7%) Total Middle-Market $34,607 $22,027 (36.4%) LTM Monthly Average 436 364 (16.7%) LTM Monthly Average $30,266 $27,023 (10.7%) >$1B 15 12 (20.0%) >$1B $52,323 $27,081 (48.2%) Undisclosed 524 655 25.0% Undisclosed ** ** ** Total 929 980 5.5% Total $86,930 $49,108 (43.5%) LTM Monthly Average 920 1,012 10.0% LTM Monthly Average $83,009 $74,611 (10.1%) YTD YTD <$100M 918 793 (13.6%) <$100M $16,452 $15,139 (8.0%) $100M-$499M 176 149 (15.3%) $100M-$499M $39,689 $31,326 (21.1%) $500M-$1B 47 30 (36.2%) $500M-$1B $33,162 $20,131 (39.3%) Total Middle-Market 1,141 972 (14.8%) Total Middle-Market $89,303 $66,596 (25.4%) >$1B 42 39 (7.1%) >$1B $178,852 $95,794 (46.4%) Undisclosed 1,615 2,209 36.8% Undisclosed ** ** ** Total 2,798 3,220 15.1% Total $268,155 $162,390 (39.4%) LTM LTM <$100M 4,321 3,489 (19.3%) <$100M $68,891 $67,129 (2.6%) $100M-$499M 719 737 2.5% $100M-$499M $159,103 $165,337 3.9% $500M-$1B 194 136 (29.9%) $500M-$1B $135,197 $91,812 (32.1%) Total Middle-Market 5,234 4,362 (16.7%) Total Middle-Market $363,191 $324,279 (10.7%) >$1B 187 158 (15.5%) >$1B $632,912 $571,049 (9.8%) Undisclosed 5,615 7,620 35.7% Undisclosed ** ** ** Total 11,036 12,140 10.0% Total $996,103 $895,328 (10.1%) _____________________ Source: Dealogic and Robert W. Baird & Co. Incorporated M&A Market Analysis. YTD and LTM as of March 31. Note: Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs.

_____________________ Source: Dealogic and Robert W. Baird & Co. Incorporated M&A Market Analysis. YTD and LTM as of March 31. Note: Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs.

U.S. Middle-Market Enterprise Value to Median EBITDA, EBIT, and Revenue Multiples

Transaction Size 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 LTM 2012

EV/EBITDA <$100M 7.0x 6.8x 7.6x 9.2x 8.1x 8.5x 7.8x 7.0x 7.0x 8.3x 6.9x $100M-$499M 7.7x 8.2x 9.0x 9.9x 9.2x 11.2x 11.1x 8.1x 10.1x 9.3x 9.2x $500M-$1B 8.4x 9.6x 10.3x 10.1x 12.0x 10.8x 10.6x 7.8x 9.0x 9.9x 10.3x Middle-Market 7.3x 7.5x 8.6x 9.7x 9.2x 9.9x 9.5x 7.6x 8.6x 9.2x 8.7x EV/EBIT <$100M 9.5x 8.9x 9.6x 10.8x 10.0x 10.8x 10.1x 7.8x 10.3x 11.3x 10.8x $100M-$499M 11.2x 11.0x 11.7x 13.5x 13.3x 14.5x 13.7x 11.0x 12.2x 12.8x 13.1x $500M-$1B 12.2x 12.9x 14.0x 13.8x 17.0x 16.1x 13.7x 13.6x 13.4x 12.9x 12.9x Middle-Market 10.7x 10.8x 11.2x 12.4x 12.5x 12.8x 11.6x 9.7x 11.3x 12.1x 12.1x EV/Revenue <$100M 0.69x 0.76x 0.95x 0.95x 0.96x 0.92x 0.91x 0.80x 0.94x 1.00x 0.95x $100M-$499M 1.09x 1.06x 1.34x 1.31x 1.24x 1.27x 1.30x 1.22x 1.24x 1.39x 1.34x $500M-$1B 1.27x 1.42x 1.33x 1.55x 1.69x 1.51x 1.42x 1.46x 1.56x 1.94x 2.19x Middle-Market 0.80x 0.88x 1.11x 1.10x 1.08x 1.01x 1.00x 0.90x 1.07x 1.14x 1.10x _____________________ Source: Capital IQ and Robert W. Baird & Co. Incorporated M&A Market Analysis. Median multiples are calculated using deals for which meaningful data is available. LTM as of March 31. Note: Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs.

U.S. Middle-Market M&A Deal Statistics


U.S. Middle-Market Median Acquisition Premiums

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 LTM 2012

1-Week Premium 31.6% 30.3% 23.4% 24.7% 25.0% 23.8% 30.6% 36.4% 32.9% 34.1% 35.9%

4-Week Premium 35.3% 33.6% 28.3% 31.9% 28.3% 26.2% 31.5% 35.4% 36.3% 33.9% 34.8%

15.0%

20.0%

25.0%

30.0%

35.0%

40.0%

45.0%1-Week Premium 4-Week Premium

_____________________ Source: Dealogic and Robert W. Baird & Co. Incorporated M&A Market Analysis. LTM as of March 31. Note: Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs.

U.S. Middle-Market Transaction Composition – Strategic vs. Sponsor Deal Value

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 3/11 YTD 3/12 YTD

Sponsor 24.6% 27.3% 31.9% 32.4% 31.1% 31.7% 29.3% 28.7% 30.7% 26.0% 26.7% 21.3%

Strategic 75.4% 72.7% 68.1% 67.6% 68.9% 68.3% 70.7% 71.3% 69.3% 74.0% 73.3% 78.7%

0.0%

20.0%

40.0%

60.0%

80.0%

100.0%

% o

f Dea

l Val

ue

Strategic Sponsor

_____________________ Source: Dealogic and Robert W. Baird & Co. Incorporated M&A Market Analysis. Note: Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs.

U.S. Middle-Market M&A Payment Method by Number of Deals

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 3/11 YTD 3/12 YTD

Cash/Stock 7.4% 6.9% 8.5% 7.6% 5.4% 7.5% 5.0% 3.7% 2.8% 4.9% 4.4% 4.2%

Stock 12.2% 9.0% 6.9% 6.6% 4.5% 4.5% 4.8% 5.4% 3.3% 3.7% 4.9% 4.4%

Cash 80.4% 84.1% 84.6% 85.8% 90.1% 88.0% 90.2% 90.9% 93.9% 91.4% 90.7% 91.4%

0.0%

20.0%

40.0%

60.0%

80.0%

100.0%

% o

f Dea

ls

Cash Stock Cash/Stock


U.S. Cross-Border M&A Activity


U.S. – Inbound and Outbound M&A Activity

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 3/12 LTM

Inbound M&A 765 575 765 1,018 1,245 1,422 1,284 916 1,142 1,311 1,317

Outbound M&A 860 776 1,019 1,044 1,295 1,530 1,502 1,045 1,559 1,874 1,768

Inbound Deal Value $70 $54 $88 $120 $197 $327 $178 $83 $190 $140 $139

Outbound Deal Value $55 $72 $82 $99 $109 $177 $95 $81 $116 $161 $133

765575

765

1,0181,245

1,422

1,284

9161,142

1,311 1,317

860 7761,019 1,044

1,295

1,530 1,502

1,045

1,559

1,8741,768

$0

$75

$150

$225

$300

$375

0

500

1,000

1,500

2,000

Deal Value#

of D

eals

Inbound M&A Outbound M&A Inbound Deal Value Outbound Deal Value ($ in billions)

_____________________ Source: Dealogic and Robert W. Baird & Co. Incorporated M&A Market Analysis. Note: Inbound M&A represents U.S. target/non-U.S. acquiror; Outbound M&A represents non-U.S. target/U.S. acquiror. Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs.

Top 10 U.S.

Target Industries Acquired by Non-U.S. Companies -

YTD

Top 10 Non-U.S. Acquirors of U.S. Targets -

YTD

Top 10 Non-U.S. Target Industries Acquired by U.S.

Companies – YTD

Industry # of

Deals Country # of

Deals Industry # of

Deals

1. Computers & Electronics 58 1. Canada 100 1. Computers & Electronics 90 2. Professional Services 42 2. United Kingdom 38 2. Professional Services 62 3. Healthcare 35 3. Japan 34 3. Healthcare 29 4. Mining 30 4. France 24 4. Oil & Gas 17 5. Oil & Gas 17 5. Germany 24 5. Machinery 16 6. Chemicals 15 6. China 12 6. Mining 16 7. Utility & Energy 15 7. Australia 11 7. Real Estate/Property 16 8. Transportation 13 8. Switzerland 9 8. Consumer Products 16 9. Finance 11 9. India 8 9. Telecommunications 15 10. Consumer Products 10 10. Hong Kong 6 10. Finance 14 _____________________ Source: Dealogic and Robert W. Baird & Co. Incorporated M&A Market Analysis. YTD as of March 31. Note: Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs.

Europe M&A Commentary


Europe’s M&A activity continued to lag in March. The deal total dropped 31.5% to 756. Reported dollar volume of $39.6 billion was 40.2% below the year-ago figure. In Europe’s middle market, the number of deals contracted 26.7%, while dollar value plunged 45.5%.

In the first three months of the year, the number of M&A transactions in Europe was down 24.0%. Although announced dollar volume rose 6.0%, the pending Glencore/Xstrata deal accounted for almost 30% of the $168.5 billion quarterly total. Year to date in Europe’s middle market, the deal count decreased 21.7%, and dollar volume declined 33.1%.

The apparent return of recessionary conditions represents a drag on M&A in Europe. The composite PMI for euro zone activity in March indicated slight contraction for the second consecutive month, reflecting lower output in the manufacturing and services sectors. The Economic Sentiment Indicator of the European Union weakened in March after rare moves upward in January and February. The unemployment rate in the euro zone reached a 15-year high during the first quarter, with austerity measures dampening public sector employment as well as programs affected by government spending cuts. Concerns about the sovereign debt situation abated as Q1 closed, helped by an agreement among euro zone finance ministers to increase the size of the bailout fund available to address future shortfalls. However, the recent spike in borrowing costs for Italy and Spain reignited market anxieties. Greater confidence in the economic outlook and the financial system is required for a rebound in Europe’s M&A market.

In Europe’s middle market, the median EBITDA transaction multiple increased from 8.0x in 2011 to 8.1x for the LTM period ended in March. However, the median EBITDA multiple over the past six months was 7.7x, down from a median figure of 8.4x for the preceding six months.

Year to date in the U.K., the deal count fell 17.2% to 674, as both domestic and cross-border transactions experienced declines in excess of 10%. Dollar volume tumbled 41.2% to $31.7 billion, partly reflecting a 66.2% drop in outbound volume.

Through the first quarter of the year, the number of announced transactions in the U.K. middle market decreased 15.7% to 241. Dollar volume contracted 34.7% to $16.3 billion.

For January through March, M&A activity in Germany declined slightly from last year. The deal count was down 3.4% to 394, and dollar volume slipped 3.7% to $15.8 billion. While domestic and inbound activity was weak, outbound deal count and dollar volume jumped 27.7% and 100.3%, respectively.

Year to date in Germany’s middle market, the number of announced transactions rose 6.2% to 69. Dollar volume climbed 84.5% to $7.9 billion.

Europe M&A Activity

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 3/11 YTD

3/12 YTD

Total 8,566 7,302 8,051 9,776 10,662 12,106 11,894 10,286 10,863 12,269 3,188 2,424

# of Deals – >$1B 100 87 104 175 204 282 173 91 143 129 36 28

# of Deals – Middle-Market 3,478 3,108 3,484 4,177 4,564 4,733 3,965 2,856 3,135 3,467 814 637


Deal Value $477 $439 $617 $953 $1,334 $1,630 $976 $479 $709 $626 $159 $169

8,5667,302

8,0519,776

10,66212,106 11,894

10,286 10,86312,269

3,1882,424

$0

$500

$1,000

$1,500

$2,000

0

5,000

10,000

15,000

Deal Value#

of D

eals



Europe Middle-Market M&A Deal Statistics


Number of Deals Deal Value 2011 2012 % Change ($ in millions) 2011 2012 % Change

March March

<$100M 233 183 (21.5%) <$100M $5,633 $2,844 (49.5%) $100M-$499M 55 33 (40.0%) $100M-$499M $11,088 $7,642 (31.1%) $500M-$1B 19 9 (52.6%) $500M-$1B $13,409 $5,942 (55.7%) Total Middle-Market 307 225 (26.7%) Total Middle-Market $30,131 $16,428 (45.5%) LTM Monthly Average 268 274 2.2% LTM Monthly Average $22,281 $22,692 1.8% >$1B 16 6 (62.5%) >$1B $36,144 $23,186 (35.9%) Undisclosed 781 525 (32.8%) Undisclosed ** ** ** Total 1,104 756 (31.5%) Total $66,275 $39,613 (40.2%) LTM Monthly Average 943 959 1.7% LTM Monthly Average $58,943 $52,940 (10.2%) YTD YTD <$100M 645 516 (20.0%) <$100M $14,211 $9,226 (35.1%) $100M-$499M 128 99 (22.7%) $100M-$499M $27,435 $23,507 (14.3%) $500M-$1B 41 22 (46.3%) $500M-$1B $28,611 $14,277 (50.1%) Total Middle-Market 814 637 (21.7%) Total Middle-Market $70,258 $47,010 (33.1%) >$1B 36 28 (22.2%) >$1B $88,641 $121,499 37.1% Undisclosed 2,338 1,759 (24.8%) Undisclosed ** ** ** Total 3,188 2,424 (24.0%) Total $158,898 $168,509 6.0% LTM LTM <$100M 2,532 2,578 1.8% <$100M $53,224 $50,465 (5.2%) $100M-$499M 557 591 6.1% $100M-$499M $124,282 $137,908 11.0% $500M-$1B 129 121 (6.2%) $500M-$1B $89,870 $83,934 (6.6%) Total Middle-Market 3,218 3,290 2.2% Total Middle-Market $267,375 $272,307 1.8% >$1B 150 121 (19.3%) >$1B $439,938 $362,973 (17.5%) Undisclosed 7,950 8,094 1.8% Undisclosed ** ** ** Total 11,318 11,505 1.7% Total $707,314 $635,280 (10.2%) _____________________ Source: Dealogic and Robert W. Baird & Co. Incorporated M&A Market Analysis. YTD and LTM as of March 31. Note: Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs.

_____________________ Source: Dealogic and Robert W. Baird & Co. Incorporated M&A Market Analysis. YTD and LTM as of March 31. Note: Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs.

Europe Middle-Market Enterprise Value to Median EBITDA, EBIT, and Revenue Multiples

Transaction Size 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 LTM 2012

EV/EBITDA <$100M 5.7x 5.5x 7.0x 7.4x 7.4x 8.2x 6.8x 6.2x 6.6x 7.3x 7.3x $100M-$499M 7.2x 6.3x 7.7x 10.0x 10.0x 11.0x 9.6x 7.7x 8.1x 8.7x 9.2x $500M-$1B 7.9x 8.7x 9.7x 10.2x 10.2x 10.8x 9.6x 11.2x 8.9x 9.5x 10.4x Middle-Market 6.8x 6.3x 7.6x 8.5x 8.8x 9.5x 7.8x 7.4x 7.5x 8.0x 8.1x EV/EBIT <$100M 9.1x 8.3x 9.4x 9.2x 8.5x 9.2x 8.1x 7.6x 7.4x 9.0x 9.0x $100M-$499M 10.8x 9.7x 11.2x 13.4x 13.8x 13.5x 11.1x 10.2x 10.6x 11.5x 11.7x $500M-$1B 13.0x 11.4x 12.2x 15.6x 15.1x 12.4x 12.4x 15.7x 12.8x 13.3x 13.3x Middle-Market 10.3x 9.2x 10.4x 11.6x 10.7x 10.9x 9.3x 9.1x 8.6x 10.8x 10.7x EV/Revenue <$100M 0.59x 0.63x 0.84x 0.74x 0.81x 0.78x 0.78x 0.63x 0.71x 0.74x 0.76x $100M-$499M 1.04x 0.95x 1.11x 1.18x 1.29x 1.32x 1.12x 0.92x 1.09x 1.21x 1.22x $500M-$1B 0.57x 1.43x 1.44x 1.29x 1.74x 1.37x 1.63x 1.68x 1.43x 1.44x 1.84x Middle-Market 0.66x 0.71x 0.89x 0.89x 0.92x 0.87x 0.86x 0.69x 0.82x 0.85x 0.90x _____________________ Source: Capital IQ and Robert W. Baird & Co. Incorporated M&A Market Analysis. Median multiples are calculated using deals for which meaningful data is available. LTM as of March 31. Note: Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs.

Europe Middle-Market M&A Deal Statistics


Europe Middle-Market Median Acquisition Premiums

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 LTM 2012

1-Week Premium 23.6% 18.2% 17.7% 18.4% 15.9% 23.1% 31.2% 23.7% 27.4% 30.5% 31.8%

4-Week Premium 28.7% 25.0% 21.9% 23.5% 21.4% 27.6% 33.3% 30.9% 30.5% 33.3% 36.5%

10.0%

15.0%

20.0%

25.0%

30.0%

35.0%

40.0%1-Week Premium 4-Week Premium

_____________________ Source: Dealogic and Robert W. Baird & Co. Incorporated M&A Market Analysis. LTM as of March 31. Note: Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs.

Europe Middle-Market Transaction Composition – Strategic vs. Sponsor Deal Value

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 3/11 YTD 3/12 YTD

Sponsor 22.5% 27.4% 34.9% 30.6% 24.9% 25.8% 23.9% 20.8% 28.5% 27.1% 26.1% 20.1%

Strategic 77.5% 72.6% 65.1% 69.4% 75.1% 74.2% 76.1% 79.2% 71.5% 72.9% 73.9% 79.9%

0.0%

20.0%

40.0%

60.0%

80.0%

100.0%

% o

f Dea

l Val

ue

Strategic Sponsor


Europe Middle-Market M&A Payment Method by Number of Deals

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 3/11 YTD 3/12 YTD

Cash/Stock 4.1% 2.7% 4.9% 4.7% 3.9% 4.7% 3.6% 3.3% 3.6% 3.1% 2.7% 3.1%

Stock 4.9% 4.7% 4.5% 4.3% 3.8% 3.3% 3.1% 5.6% 4.9% 3.8% 4.6% 3.1%

Cash 91.0% 92.6% 90.6% 90.9% 92.3% 92.0% 93.4% 91.1% 91.5% 93.1% 92.7% 93.8%

0.0%

20.0%

40.0%

60.0%

80.0%

100.0%

% o

f Dea

ls

Cash Stock Cash/Stock


Europe Cross-Border M&A Activity


Europe – Inbound and Outbound M&A

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 3/12 LTM

Inbound M&A 717 618 777 896 1,073 1,194 1,147 836 1,157 1,369 1,288

Outbound M&A 754 542 729 929 1,139 1,327 1,245 826 985 1,223 1,218

Inbound Deal Value $57 $70 $76 $118 $160 $189 $109 $94 $114 $183 $162

Outbound Deal Value $70 $38 $70 $119 $176 $343 $177 $90 $165 $105 $113

717618

777896

1,0731,194 1,147

836

1,157

1,3691,288

754

542

729

929

1,139

1,3271,245

826985

1,223 1,218

$0

$100

$200

$300

$400

0

500

1,000

1,500

Deal Value#

of D

eals

Inbound M&A Outbound M&A Inbound Deal Value Outbound Deal Value ($ in billions)

_____________________ Source: Dealogic and Robert W. Baird & Co. Incorporated M&A Market Analysis. Note: Inbound M&A represents European target/non-European acquiror; Outbound M&A represents non-European target/European acquiror. Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs.

Top 10 European Target Countries Acquired

by Non-European Companies – YTD Top 10 European Target Industries Acquired

by Non-European Companies – YTD Country # of Deals Industry # of Deals

1. United Kingdom 89 1. Computers & Electronics 49 2. Germany 45 2. Professional Services 46 3. France 25 3. Healthcare 22 4. Spain 13 4. Finance 14 5. Italy 10 5. Machinery 13 6. Netherlands 10 6. Auto/Truck 13 7. Switzerland 9 7. Consumer Products 12 8. Russia 8 8. Real Estate/Property 12 9. Norway 8 9. Telecommunications 12 10. Ireland 7 10. Oil & Gas 9

Top 10 Non-European Target Countries Acquired by European Companies – YTD

Top 10 Non-European Target Industries Acquired by European Companies – YTD

Country # of Deals Industry # of Deals

1. United States 128 1. Professional Services 58 2. Canada 29 2. Healthcare 34 3. Brazil 23 3. Computers & Electronics 33 4. Australia 18 4. Mining 19 5. China 14 5. Oil & Gas 14 6. India 9 6. Chemicals 14 7. Japan 8 7. Transportation 13 8. Argentina 6 8. Utility & Energy 12 9. South Africa 5 9. Construction/Building 12 10. Israel 5 10. Machinery 12 _____________________ Source: Dealogic and Robert W. Baird & Co. Incorporated M&A Market Analysis. YTD as of March 31. Note: Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs.

U.K. Cross-Border M&A Activity


U.K. Number of Deals (Domestic/Outbound/Inbound)

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 3/11 YTD 3/12 YTD

Total 2,978 2,450 2,743 3,323 3,400 3,760 3,305 2,667 2,721 2,970 814 674

Inbound M&A 460 361 419 554 616 697 672 443 567 624 179 137

Outbound M&A 535 473 564 741 762 876 725 466 589 739 176 154

Domestic M&A 1,983 1,616 1,760 2,028 2,022 2,187 1,908 1,758 1,565 1,607 459 383

2,978

2,4502,743

3,323 3,4003,760

3,305

2,667 2,7212,970

814 674

0

1,000

2,000

3,000

4,000

# of

Dea

ls

Domestic M&A Outbound M&A Inbound M&A

_____________________ Source: Dealogic and Robert W. Baird & Co. Incorporated M&A Market Analysis. Note: Domestic M&A represents U.K. target/U.K. acquiror; Outbound M&A represents non-U.K. target/U.K. acquiror; Inbound M&A represents U.K. target/non-U.K. acquiror. Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs.

U.K. Deal Value (Domestic/Outbound/Inbound)

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 3/11 YTD 3/12 YTD

Total $199 $151 $230 $359 $399 $665 $280 $127 $201 $180 $54 $32

Inbound M&A $47 $31 $69 $133 $165 $178 $80 $51 $60 $76 $19 $16

Outbound M&A $51 $26 $46 $83 $71 $279 $63 $26 $70 $58 $17 $6

Domestic M&A $101 $93 $115 $143 $163 $207 $136 $49 $72 $46 $18 $10

$199$151

$230

$359$399

$665

$280

$127$201 $180

$54 $32

$0

$250

$500

$750

Dea

l Val

ue

Domestic M&A Outbound M&A Inbound M&A($ in billions)

_____________________ Source: Dealogic and Robert W. Baird & Co. Incorporated M&A Market Analysis. Note: Domestic M&A represents U.K. target/U.K. acquiror; Outbound M&A represents non-U.K. target/U.K. acquiror; Inbound M&A represents U.K. target/non-U.K. acquiror. Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs.

Germany Cross-Border M&A Activity


Germany Number of Deals (Domestic/Outbound/Inbound)

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 3/11 YTD 3/12 YTD

Total 1,105 992 1,134 1,133 1,344 2,023 1,629 1,267 1,277 1,752 408 394

Inbound M&A 339 282 337 387 446 679 471 296 374 497 121 104

Outbound M&A 271 226 266 314 354 488 463 331 305 413 94 120

Domestic M&A 495 484 531 432 544 856 695 640 598 842 193 170

1,105992

1,134 1,1331,344

2,023

1,629

1,267 1,277

1,752

408 394

0

500

1,000

1,500

2,000

2,500

# of

Dea

ls


_____________________ Source: Dealogic and Robert W. Baird & Co. Incorporated M&A Market Analysis. Note: Domestic M&A represents Germany target/Germany acquiror; Outbound M&A represents non-Germany target/Germany acquiror; Inbound M&A represents Germany target/non-Germany acquiror. Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs.

Germany Deal Value (Domestic/Outbound/Inbound)

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 3/11 YTD 3/12 YTD

Total $73 $56 $81 $134 $180 $257 $159 $66 $71 $53 $16 $16

Inbound M&A $33 $18 $23 $49 $58 $66 $23 $20 $23 $19 $9 $6

Outbound M&A $22 $13 $20 $38 $57 $121 $36 $25 $33 $19 $3 $6

Domestic M&A $18 $26 $38 $47 $64 $70 $100 $21 $15 $14 $5 $4

$73$56

$81

$134

$180

$257

$159

$66 $71$53

$16 $16

$0

$50

$100

$150

$200

$250

$300

Dea

l Val

ue

Domestic M&A Outbound M&A Inbound M&A($ in billions)

_____________________ Source: Dealogic and Robert W. Baird & Co. Incorporated M&A Market Analysis. Note: Domestic M&A represents Germany target/Germany acquiror; Outbound M&A represents non-Germany target/Germany acquiror; Inbound M&A represents Germany target/non-Germany acquiror. Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs.

Asia M&A Commentary


M&A metrics in Asia (ex. Japan) softened during March after firming in February. The number of deals contracted 16.1% to 460. Reported dollar volume declined 9.4% to $19.2 billion. In the middle market, the deal total fell 12.7%, and dollar volume was down 19.7%.

In the first quarter of 2012, the M&A transaction count decreased 12.3%. Announced dollar volume dropped 13.1% to $56.5 billion, the lowest quarterly total since Q2 2009. Asia’s middle market registered year-to-date declines of 11.4% for the number of deals and 17.8% for dollar value.

The M&A market in the region would benefit from additional evidence of a successful transition to lower targeted growth rates in China, which accounts for about half of deal activity in Asia (ex. Japan). China’s official manufacturing PMI for March indicated expansion for the fourth consecutive month while rising to the highest level in a year. Growth in exports topped expectations in accelerating from the combined pace of January-February. Although the March inflation rate of 3.6% represented an increase from February’s 20-month low of 3.2%, the government is likely to maintain a stance of gradual policy easing in support of growth. China reported Q1 GDP expansion of 8.1%, down from 8.9% in Q4 2011 but above the 2012 target of 7.5%. Further signs of progress toward maintaining growth at or above planned levels would enhance M&A activity in the region.

China M&A activity declined in March. The deal count fell 19.1% to 216, the highest monthly figure to date in 2012 but below the LTM average of 236. Dollar volume was down 6.1% to $10.0 billion, under the LTM average of $12.4 billion.

Through the first three months of the year, the deal count in China contracted 21.3% to 532, as domestic, inbound, and outbound transactions all experienced decreases. Dollar volume slid 26.3% to $25.7 billion. A modest increase in inbound volume was offset by declines in excess of 25% for domestic and outbound volume.

Year-to-date metrics in China’s middle market were weak through March. The number of announced transactions fell 18.4% to 422, and dollar volume decreased 17.8% to $20.3 billion.

M&A activity was mixed in India through the first three months of the year. The deal count was down 3.9% to 221, despite a 25.0% increase in domestic transactions. Dollar volume rose 31.0% to $10.1 billion.

Year to date, the number of announced transactions in India’s middle market slipped 12.7% to 96. Dollar volume plunged 51.8% to $2.5 billion.

During the first quarter of 2012, the deal count in Japan climbed 21.8% to 733, with strong gains in both domestic and cross-border transactions. Dollar volume jumped 23.6% to $30.9 billion, led by outbound volume growth of over 40%.

Asia (ex. Japan) M&A Activity

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 3/11 YTD

3/12 YTD

Total 1,795 1,671 2,134 3,003 3,960 5,259 5,473 4,711 5,436 6,052 1,402 1,230

# of Deals – >$1B 13 13 20 19 41 39 37 31 56 48 13 11

# of Deals – Middle-Market 1,127 1,164 1,513 2,128 2,810 3,761 3,718 3,276 3,693 4,126 898 796

# of Deals – Undisclosed 655 494 601 856 1,109 1,459 1,718 1,404 1,687 1,878 491 423

Deal Value $72 $74 $108 $126 $219 $263 $249 $225 $306 $278 $65 $56

1,7951,671

2,134

3,003

3,960

5,259 5,4734,711

5,4366,052

1,402 1,230

$0

$100

$200

$300

$400

0

1,000

2,000

3,000

4,000

5,000

6,000

7,000

Deal Value#

of D

eals



China M&A Activity


China M&A Activity

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 3/11 YTD

3/12 YTD

Total 730 633 878 1,270 1,696 2,352 2,485 2,329 2,723 2,972 676 532

# of Deals – >$1B 8 6 12 9 17 12 18 15 21 28 7 4

# of Deals – Middle-Market 484 449 646 958 1,337 1,892 1,954 1,861 2,155 2,378 517 422

# of Deals – Undisclosed 238 178 220 303 342 448 513 453 547 566 152 106

Deal Value $39 $35 $57 $56 $88 $108 $144 $138 $148 $158 $35 $26

730633

878

1,270

1,696

2,352 2,4852,329

2,7232,972

676 532

$0

$50

$100

$150

$200

0

1,000

2,000

3,000

Deal Value#

of D

eals



China Number of Deals (Domestic/Outbound/Inbound)

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 3/11 YTD 3/12 YTD

Total 730 633 878 1,270 1,696 2,352 2,485 2,329 2,723 2,972 676 532

Inbound M&A 137 132 254 360 423 474 480 327 380 375 98 68

Outbound M&A 66 60 81 93 125 181 179 212 251 335 80 74

Domestic M&A 527 441 543 817 1,148 1,697 1,826 1,790 2,092 2,262 498 390

730 633878

1,270

1,696

2,3522,485

2,329

2,7232,972

676532

0

1,000

2,000

3,000

# of

Dea

ls


_____________________ Source: Dealogic and Robert W. Baird & Co. Incorporated M&A Market Analysis. Note: Domestic M&A represents China target/China acquiror; Outbound M&A represents non-China target/China acquiror; Inbound M&A represents China target/non-China acquiror. Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs.

China M&A Deal Statistics


China Number of Deals Domestic Outbound Inbound Total

2011 2012 2011 2012 2011 2012 2011 2012

March Middle-Market 174 147 19 17 16 15 209 179 >$1B 34 14 6 10 17 12 57 36 Undisclosed 1 1 0 0 0 0 1 1 Total 209 162 25 27 33 27 267 216 YTD Middle-Market 414 345 54 40 49 37 517 422 >$1B 80 43 23 32 49 31 152 106 Undisclosed 4 2 3 2 0 0 7 4 Total 498 390 80 74 98 68 676 532 LTM Middle-Market 1,819 1,883 175 207 206 193 2,200 2,283 >$1B 313 262 92 110 178 148 583 520 Undisclosed 14 9 9 12 1 4 24 25 Total 2,146 2,154 276 329 385 345 2,807 2,828 _____________________ Source: Dealogic and Robert W. Baird & Co. Incorporated M&A Market Analysis. YTD and LTM as of March 31. Note: Domestic M&A represents China target/China acquiror; Outbound M&A represents non-China target/China acquiror; Inbound M&A represents China target/non-China acquiror. Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs.

China Deal Value ($ in millions) Domestic Outbound Inbound Total

2011 2012 2011 2012 2011 2012 2011 2012

March Middle-Market $7,953 $7,127 $871 $859 $749 $849 $9,573 $8,835 >$1B $1,042 $1,131 $0 $0 $0 $0 $1,042 $1,131 Total $8,996 $8,258 $871 $859 $749 $849 $10,615 $9,966 YTD Middle-Market $20,108 $16,247 $2,903 $2,314 $1,641 $1,715 $24,652 $20,276 >$1B $5,491 $2,276 $4,720 $3,149 $0 $0 $10,211 $5,425 Total $25,600 $18,522 $7,623 $5,463 $1,641 $1,715 $34,864 $25,701 LTM Middle-Market $78,260 $74,773 $12,466 $15,849 $9,278 $9,278 $100,005 $99,900 >$1B $25,258 $15,315 $22,086 $25,219 $9,751 $7,909 $57,095 $48,443 Total $103,518 $90,087 $34,552 $41,069 $19,029 $17,187 $157,100 $148,343 _____________________ Source: Dealogic and Robert W. Baird & Co. Incorporated M&A Market Analysis. YTD and LTM as of March 31. Note: Domestic M&A represents China target/China acquiror; Outbound M&A represents non-China target/China acquiror; Inbound M&A represents China target/non-China acquiror. Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs.

India M&A Activity


India M&A Activity

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 3/11 YTD

3/12 YTD

Total 202 214 216 413 631 893 954 590 879 915 230 221

# of Deals – >$1B 0 0 0 1 5 5 7 0 13 4 2 2

# of Deals – Middle-Market 127 138 118 222 303 429 460 271 423 479 110 96

# of Deals – Undisclosed 75 76 98 190 323 459 487 319 443 432 118 123

Deal Value $3 $3 $4 $14 $34 $47 $34 $9 $57 $22 $8 $10

202 214 216

413

631

893954

590

879 915

230 221

$0

$15

$30

$45

$60

0

250

500

750

1,000

Deal Value#

of D

eals

# of Deals – Undisclosed # of Deals – Middle-Market # of Deals – >$1B Deal Value


India Number of Deals (Domestic, Outbound, Inbound)

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 3/11 YTD 3/12 YTD

Total 202 214 216 413 631 893 954 590 879 915 230 221

Inbound M&A 42 58 54 95 140 176 180 101 147 245 65 36

Outbound M&A 20 38 36 117 165 208 219 98 204 148 41 30

Domestic M&A 140 118 126 201 326 509 555 391 528 522 124 155

202 214 216

413

631

893954

590

879 915

230 221

0

250

500

750

1,000

# of

Dea

ls


_____________________ Source: Dealogic and Robert W. Baird & Co. Incorporated M&A Market Analysis. Note: Domestic M&A represents India target/India acquiror; Outbound M&A represents non-India target/India acquiror; Inbound M&A represents India target/non-India acquiror. Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs.

India M&A Deal Statistics


India Number of Deals Domestic Outbound Inbound Total

2011 2012 2011 2012 2011 2012 2011 2012

March Middle-Market 23 19 5 3 19 5 47 27 >$1B 0 1 0 0 0 0 0 1 Undisclosed 24 28 8 7 12 7 44 42 Total 47 48 13 10 31 12 91 70 YTD Middle-Market 60 75 11 8 39 13 110 96 >$1B 0 2 1 0 1 0 2 2 Undisclosed 64 78 29 22 25 23 118 123 Total 124 155 41 30 65 36 230 221 LTM Middle-Market 246 287 79 49 101 129 426 465 >$1B 8 2 1 2 3 0 12 4 Undisclosed 257 264 111 86 74 87 442 437 Total 511 553 191 137 178 216 880 906 _____________________ Source: Dealogic and Robert W. Baird & Co. Incorporated M&A Market Analysis. YTD and LTM as of March 31. Note: Domestic M&A represents India target/India acquiror; Outbound M&A represents non-India target/India acquiror; Inbound M&A represents India target/non-India acquiror. Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs.

India Deal Value ($ in millions) Domestic Outbound Inbound Total

2011 2012 2011 2012 2011 2012 2011 2012

March Middle-Market $503 $203 $458 $114 $1,047 $136 $2,008 $452 >$1B $0 $1,003 $0 $0 $0 $0 $0 $1,003 Total $503 $1,205 $458 $114 $1,047 $136 $2,008 $1,455 YTD Middle-Market $1,473 $1,211 $1,373 $706 $2,361 $592 $5,207 $2,508 >$1B $0 $7,556 $1,266 $0 $1,208 $0 $2,474 $7,556 Total $1,473 $8,767 $2,639 $706 $3,568 $592 $7,681 $10,064 LTM Middle-Market $10,328 $5,114 $9,362 $3,650 $4,678 $5,263 $24,369 $14,027 >$1B $14,875 $7,556 $1,266 $3,232 $6,055 $0 $22,196 $10,788 Total $25,203 $12,670 $10,628 $6,883 $10,734 $5,263 $46,565 $24,815 _____________________ Source: Dealogic and Robert W. Baird & Co. Incorporated M&A Market Analysis. YTD and LTM as of March 31. Note: Domestic M&A represents India target/India acquiror; Outbound M&A represents non-India target/India acquiror; Inbound M&A represents India target/non-India acquiror. Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs.

Japan M&A Activity


Japan M&A Activity

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 3/11 YTD

3/12 YTD

Total 1,087 1,137 1,592 2,171 2,611 2,829 2,442 2,197 2,037 2,309 602 733

# of Deals – >$1B 5 10 18 20 24 27 20 25 16 22 5 9

# of Deals – Middle-Market 519 572 838 1,192 1,499 1,554 1,324 1,154 986 1,001 302 257

# of Deals – Undisclosed 563 555 736 959 1,088 1,248 1,098 1,018 1,035 1,286 295 467

Deal Value $30 $71 $86 $165 $140 $116 $113 $119 $81 $135 $25 $31

1,087 1,137

1,592

2,171

2,6112,829

2,4422,197

2,0372,309

602 733

$0

$50

$100

$150

$200

0

500

1,000

1,500

2,000

2,500

3,000

Deal Value#

of D

eals



Japan Number of Deals (Domestic/Outbound/Inbound)

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 3/11 YTD 3/12 YTD

Total 1,087 1,137 1,592 2,171 2,611 2,829 2,442 2,197 2,037 2,309 602 733

Inbound M&A 58 65 87 54 85 137 89 88 113 83 22 33

Outbound M&A 100 79 106 171 213 248 254 219 268 367 79 104

Domestic M&A 929 993 1,399 1,946 2,313 2,444 2,099 1,890 1,656 1,859 501 596

1,087 1,137

1,592

2,171

2,6112,829

2,4422,197

2,0372,309

602733

0

500

1,000

1,500

2,000

2,500

3,000

# of

Dea

ls


_____________________ Source: Dealogic and Robert W. Baird & Co. Incorporated M&A Market Analysis. Note: Domestic M&A represents Japan target/Japan acquiror; Outbound M&A represents non-Japan target/Japan acquiror; Inbound M&A represents Japan target/non-Japan acquiror. Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs.

Economic Commentary Originally published in Baird’s April 2012 Investment Strategy Outlook. For a complete copy of this report, click here.


ECONOMY: Economic fundamentals are bearish. Better-than-expected economic data provided a boost to stocks in the fourth quarter of 2011 and early in 2012, but that tailwind appears to have diminished. The economic surprise index for the U.S. economy has fallen back to where it was in October of last year, as recent data releases have failed to surpass expectations. It is too early to know for sure, but our suspicion is that much of the upside surprise from the economy in Q1 was more attributable to mild winter weather across much of the country than to a sustainable upswing in the economy. The pattern for economies emerging from balance sheet recessions is a persistently halting and uneven recovery, and that has played out in the current experience as well. We are increasingly optimistic that the secular reforms needed to build a lasting economic recovery (as opposed to one increasingly reliant on Federal Reserve stimulus and Federal Government hand-outs) will be pursued. There is ever more chatter about the need to reform the budget process and taxes. Progress to-date has been limited (which is not surprising given it is an election year), and we see little evidence that the pattern for the economy over the past several years has markedly changed.

After a string of relatively robust employment reports and a continued trend lower in initial jobless claims, the March jobs report proved a disappointment. While the unemployment rate unexpectedly declined from 8.3% to 8.2%, this was entirely due to unemployed workers leaving the labor force. Employers reported adding 120,000 new jobs, but this was the smallest gain in five months and only about half what was expected. When this is combined with a downtick in the average workweek, this means that the index of aggregate hours worked declined in March for the first time since last summer. More clarity from the labor market and the overall economy will come as we move through the second quarter. Even with the warmer winter pulling forward some economic activity, growth in the first quarter of 2012 likely slowed to around 2%, down from the 3% pace seen in the final quarter of 2011.

STOCK MARKET: Valuations are neutral. The median P/E for the S&P 500 (using trailing, reported earnings) is at 17.3x, essentially in line with the long-term (nearly 50-year) median of 16.5x. With a secular expansion in earnings multiples unlikely at this point, future price gains could remain contingent on earnings growth. The problem is that even with earnings expectations relatively low (and back-end loaded at that), companies are struggling to provide upside earnings surprise. Last quarter (Q4 2011) provided the fewest upside earnings surprises since the March 2009 bottom. Moreover, earnings are expected to grow around 4%-6% for the first three quarters of 2012, before soaring 19% in the fourth quarter. Any attempts by companies to talk down expectations for Q4 2012 earnings growth could create a valuation-related headwind for stocks as we move through the Q1 earnings season.

The composition of earnings argues against premium valuations at this point, and could actually suggest that valuations at current levels are expensive. The recovery in earnings since the March 2009 low has been a function of margin expansion, productivity gains, and the benefits of zero percent interest rates, which go straight to the bottom line. Earnings have doubled in that time period, while revenues have barely budged. Profit margins have moved to record levels, but historically investors do not pay much for peak margins. A sustainable expansion in valuations will likely require consistent revenue growth, which thus far has been lacking.

Investor sentiment is neutral, although bordering on being a headwind. The most useful interpretation of sentiment data is to go with the crowd until it begins to reverse from extremes. In the current environment, we have identified more than 50% bulls and fewer than 20% bears in the weekly sentiment surveys as signaling extreme optimism. The data in recent weeks has shown bulls averaging 42% and bears at 27% on the AAII survey of individual investors, while the Investors Intelligence data has shown advisory services at 50% bulls and 22% bears. These surveys show that optimism has moved back into the market, but has not reached the excessive levels that would signal trouble for stocks in and of themselves. This supports the neutral scoring we have for investor sentiment.

http://www.rwbaird.com/SharedPDF/emailTemplates/InvestmentBanking/2012-04-11investmentstrategyoutlook.pdf

Economic Commentary


INTEREST RATES: Federal Reserve policy is bullish. While our other indicators have fluctuated over the past three years, one constant has been the stock market friendly stance of the Federal Reserve. The string of upside surprises in the economic data from late 2011 to early 2012 has seemingly reduced the likelihood of further easing by the Fed, but the fact remains that Fed Chairman Bernanke and other Fed speakers continue to highlight downside risks in the economy and the need to keep interest rates low for an extended period of time (currently defined as at least until late 2014). Moreover, recent history suggests that if the current upswing in domestic growth falters, the Fed will be quick to pursue another round of quantitative easing. If oil prices remain high, the Fed may choose to pursue a more politically viable “sterilized” option, and our best guess is that to avoid getting excessively entangled in this Fall’s presidential election, action by the Fed would likely come before mid-year.

While Fed-supplied liquidity and zero-percent interest rates are pushing new buyers into the stock market, we caution against viewing these actions (particularly another round of QE) as a panacea for the financial markets and the economy. Rather, these actions are distorting investor preferences. Retirees who need to live off of investment income have needed to look increasingly toward the equity markets rather than the debt markets, or into more speculative areas of the fixed income markets, to generate enough yield from their portfolios. While supporting stocks in the intermediate term, it adds to the overall risk level in the current environment. Likewise, while the long-term refinancing operations (LTRO) done by the European Central Bank (ECB) have helped ease liquidity strains within Europe, they have done nothing to address the underlying structural solvency issues. Echoing this point, news that Spain would not meet its budget deficit goals sent bond yields in that country soaring, moving back to their highest level since November (prior to the ECB’s LTRO’s).

Bruce A. Bittles Director of Investment Strategy 615.341.7114

William A. Delwiche, CFA Associate – Investment Strategy 414.298.7802

Restructuring News


The Baird CDS Index

The graph below shows the Baird CDS Index for the three-year period ending March 31, 2012. This proprietary index of 36 credit default swap contracts references non-investment grade debt of non-financial U.S.-based companies using pricing information from Bloomberg.

The Baird CDS Index increased for the first time this year in March, gaining 41.4 points to 781.8 – up 5.6% from 740.3 on February 29, 2012 and above the last 12 month average of 743.9. However, the index has come down over 25% from its near-term peak of 1,069.6 in September 2011.

Baird Non-Investment Grade CDS* Index

0

300

600

900

1,200

1,500

04/09 07/09 11/09 02/10 06/10 09/10 01/11 04/11 08/11 11/11 03/12

Inde

x

Month / Year

_____________________ Source: Bloomberg L.P. *A credit default swap ("CDS") is a derivative whereby one party to a swap agreement transfers credit risk to the counterparty for a periodic fee. Under the swap agreement, the CDS buyer pays a fixed periodic fee in return for a contingent payment by the CDS seller in the event of a credit default, and thus is similar to an insurance policy on the reference debt. In its simplest form, if there is a default on the reference debt, the CDS buyer puts the debt to the CDS seller in exchange for a payment by the CDS seller of the outstanding principal and unpaid interest. In theory, the market's assessment of the likelihood of default for the reference debt should have a close positive correlation with the price of a CDS for that debt. Thus, the Baird CDS Index should increase as the perceived risk of credit default for the reference debt increases, and should decrease as the perceived risk of credit default for the reference debt decreases. Accordingly, the Baird CDS Index should be a leading indicator of the prospects for restructuring opportunities with respect to the reference debt and, by implication, the overall climate for restructuring opportunities with respect to the debt of financially weaker credits in the wider market. The Baird CDS Index is unmanaged and is not eligible for investment. William G. Welnhofer Managing Director, Head of Financial Restructuring Group Robert W. Baird & Co., Inc. [email protected]

Transaction Spotlight – Sale of Kforce Clinical Research, Inc. to inVentiv Health, Inc.


Target Company Headquarters

Kforce Clinical Research, Inc. Tampa, FL

Parent Company Headquarters

Kforce Inc. Tampa, FL

Acquiring Company Headquarters

inVentiv Health, Inc. Burlington, MA

Industry Sector Healthcare

Transaction Overview Kforce Inc. (NASDAQ-GS: KFRC) (“Kforce” or the “Company”) completed the sale of its wholly owned subsidiary, Kforce Clinical Research, Inc. (“KCR”), to inVentiv Health, Inc. (“inVentiv”).

Target Company Description

KCR was a wholly-owned subsidiary of Kforce, a professional staffing and solutions firm providing flexible and permanent staffing solutions in the skill areas of technology, finance & accounting, and health and life sciences. Kforce has over 2,200 associates and approximately 11,000 consultants on assignment. The Company operates from 63 offices located throughout the United States and one in the Philippines. KCR is a provider of functional outsourcing solutions to pharmaceutical, biotech, and medical device companies. KCR will be combined with inVentiv's existing functional service provider and staffing businesses within its Clinical operating segment.

Acquiring Company Description

inVentiv is a global provider of best-in-class clinical, commercial, and consulting services to companies seeking to accelerate performance. inVentiv's client roster includes more than 550 pharmaceutical, biotech, and life sciences companies. inVentiv has 13,000 employees in 40 countries and is privately owned by inVentiv Group Holdings Inc., an organization sponsored by affiliates of Thomas H. Lee Partners, L.P., Liberty Lane Partners, and members of the inVentiv management team.

Advisory Role Baird served as the exclusive financial advisor to Kforce Inc. For additional information about this transaction, please contact Baird’s senior Healthcare Investment Banking team:

Bret Schoch Chad Moore Managing Director Director +1.312.609.4965 +1.312.609.5475 [email protected] [email protected] Brian Fairchild Brian Doyal Vice President Managing Director +1.312.609.4968 +1.312.609.4916 [email protected] [email protected]

Recent Baird M&A Transactions


Date Announced Baird Client Client Description Transaction Description

Deal Value ($ in

millions) Industry 04/02/12 Augusta Sportswear

Group Team uniforms supplier Sale to Kelso & Company ** Consumer

04/02/12 API Heat Transfer Inc. Manufacturer of heat transfer technology

Sale to Wellspring Capital Management

** Industrial

03/26/12 Investcorp Bank B.S.C. Educational multimedia content Acquisition of GL Education Group

** Services

03/20/12 Kforce Clinical Research, Inc. (Kforce, Inc.)

Clinical trial resourcing services Sale to inVentiv Health, Inc. $50.0 Healthcare

03/12/12 IPVF business of HD Supply, Inc.

Distributor of industrial products Sale to TowerBrook Capital Partners, LP

$468.5 Industrial Distribution

03/05/12 Quality Solutions, Inc. Facilities management services Sale to Gridiron Capital, LLC ** Services

03/05/12 San Jamar, Inc. Food-safe hospitality and sanitary washroom products

Sale to Dispensing Dynamics International

** Consumer

03/05/12 Mannington Mills, Inc. Residential and commercial flooring products

Acquisition of Amtico International Limited

** Industrial

02/08/12 Louisville Laminating (Reynolds Packaging Group)

Packaging manufacturer Sale to Centre Lane Partners, LLC

** Industrial

02/03/12 Milwaukee Gear Company Highly engineered gearing components

Sale to Regal Beloit Corporation

$80.0 Industrial

01/24/12 Savage Sports Corporation

Outdoor sportsman products Sale to Norwest Equity Partners

** Consumer

01/12/12 D+Scc (D+S Europe GmbH)

Multi-channel customer care services Sale to CMP Capital Management-Partners GmbH

** Services

01/09/12 WorkforceLogic, LLC Workforce management services Sale to APC Workforce Solutions, LLC

** Services

01/05/12 BlueStar Energy Services, Inc.

Electricity retail company Sale to American Electric Power Co., Inc.

** Services

01/04/12 Hoffmaster Group, Inc. Premium disposable tableware Sale to Metalmark Capital, LLC ** Industrial

01/04/12 Sandy Spring Bancorp, Inc.

Bank holding company Acquisition of CommerceFirst Bancorp, Inc.

$24.5* Financial

01/03/12 Brooks Instruments, LLC Flow measurement and control devices

Sale to Illinois Tool Works, Inc.

** Industrial

01/03/12 Badger Meter, Inc. Liquid flow measurement products Acquisition of Racine Federated, Inc.

$57.0 Industrial

01/03/12 Vectren Source Natural gas supplier Sale to Direct Energy, LP $39.0 Services

12/20/11 Spheros Management Holding GmbH

Air conditioning systems for buses Sale to Deutsche Beteiligungs AG

** Industrial

12/06/11 Underwriters Laboratories, Inc.

Commercial safety inspection Acquisition of PureWorks, Inc. ** Services

12/05/11 Document Technologies, Inc.

Outsourced litigation support services Sale to Harvest Partners, LLC ** Services

11/29/11 The Glover Park Group Research and consulting services Sale to WPP plc ** Services

11/14/11 Landauer, Inc. Technical and analytical radiation exposure services

Acquisition of IZI Medical Products, LLC

** Healthcare

11/08/11 edif Group Industrial testing and inspection services

Acquisition of NDE Global Technical Services GmbH

** Services

11/03/11 BarrierSafe Solutions International, Inc.

Disposable gloves and related products

Sale to Odyssey Investment Partners, LLC

** Industrial

11/03/11 adidas Group Athletic footwear and apparel Acquisition of Stone Age Equipment, Inc.

$25.0 Consumer

11/01/11 Lewis-Goetz & Company, Inc.

Distributor of rubber-related products Sale to ERIKS NV ** Industrial Distribution

10/29/11 OneSource Distributors, LLC

Distributor of electrical, automation, and utility equipment

Sale to Sonepar S.A. ** Industrial Distribution

10/25/11 EM Test Group Conducted electromagnetic compatibility testing equipment

Sale to AMETEK, Inc. $93.0 Industrial

10/21/11 Implus Footcare, LLC Footwear and outdoor accessories Sale to Trilantic Capital Management, LLC

** Consumer

10/20/11 Avison Young Commercial real estate services Sale of minority stake to Tricor Pacific Capital, Inc.

$40.0 Services

10/17/11 SunSource Fluid power and motion control technologies distributor

Sale to Littlejohn & Co., LLC ** Industrial Distribution

10/11/11 Robuschi S.p.A. Manufacturer of blowers, pumps, and associated products

Sale to Gardner Denver, Inc. $207.4 Industrial

_____________________ Source: Robert W. Baird & Co. Incorporated M&A Market Analysis. * Announced and pending transactions with disclosed value; **Closed transactions with undisclosed value; *** Announced and pending transactions with undisclosed value.

Recent Baird M&A Transactions


Date Announced Baird Client Client Description Transaction Description

Deal Value ($ in

millions) Industry 10/10/11 The RightThing, LLC Recruitment process outsourcing

services Sale to Automatic Data Processing, Inc.

** Services

10/07/11 Clairvia, Inc. Healthcare workforce management software

Sale to Cerner Corporation ** Healthcare

10/06/11 WorldStrides, LLC Educational student travel programs Sale to The Carlyle Group ** Services

10/03/11 Euro Car Parts Limited Aftermarket distributor of car and light commercial vehicle parts

Sale to LKQ Corporation $347.1 Industrial

10/03/11 ColorMatrix Group, Inc. Liquid colorants, additives, and fluoropolymers

Sale to PolyOne Corporation $486.0 Industrial

09/28/11 Impulse Monitoring Outsourced intraoperative neuromonitoring solutions

Sale to NuVasive, Inc. $80.0 Healthcare

09/07/11 Access Information Management

Information technology consultancy services

Sale to Summit Partners ** Services

08/31/11 Fox Creek Coal Leases (Alter NRG Corp.)

Granted coal leases Sale to Natasa Mining Limited $5.0 Technology

08/31/11 Drives, LLC Highly engineered drive trains, roller-chains, and conveyor augers

Sale to The Timken Company $92.0 Industrial

08/31/11 Remedi SeniorCare Institutional pharmacy services Sale to Centerbridge Partners, L.P.

$300.0 Healthcare

08/25/11 CamelBak Products, LLC Personal hydration gear Sale to Compass Diversified Holdings

$257.5 Consumer

08/25/11 Telmar Network Technologies, LLC

Wireless and wireline communication services

Sale to Jabil Circuit, Inc. ** Services

08/24/11 Medical Education Technologies

Medical emergency scenarios simulator

Sale to CAE, Inc. ** Healthcare

08/22/11 Zenta, LLC Residential mortgage fulfillment and loan services

Sale to Accenture plc ** Services

08/22/11 European distribution business of Barnes Group

Distributor of industrial parts Sale to Berner GmbH ** Industrial Distribution

08/17/11 Woods Equipment Company

Agricultural equipment attachments and replacement parts

Sale to Blount International Inc.

$185.0 Industrial

08/16/11 Emerson Heating Products (Emerson Electric Co.)

Heating products for the appliance manufacturing industries

Sale to NIBE Industrier AB ** Industrial

08/02/11 Boyd Corporation Custom fabricated sealing and energy management products

Sale to LTI Flexible Products (Sentinel Capital Partners)

** Industrial

07/28/11 U.S. Security Associates Holdings, Inc.

Contract security guard services Sale to Goldman Sachs Capital Partners

** Services

07/25/11 VAG Holding GmbH Valves for water applications Sale to Rexnord Holdings, Inc. $251.7 Industrial

07/18/11 Stromag AG Mechanical drive components and industrial machinery

Sale to GKN plc $281.0 Industrial

07/12/11 Tag Equity Co Limited Media design and production agency Sale to Williams Lee Limited ** Services

07/12/11 ACTA B.V. Inspection and testing services Sale to NPM Capital N.V. ** Services

07/01/11 BernzOmatic (Newell Rubbermaid)

Hand-held torches, solder, and accessories

Sale to Worthington Industries, Inc.

** Industrial/Consumer

06/28/11 Medical Present Value, Inc.

Financial tools for physician groups Sale to Experian plc $185.0 Healthcare

06/24/11 MarketLab, Inc. Direct mail catalog supplier of healthcare products

Sale to Water Street Healthcare Partners

** Healthcare

06/16/11 MW Industries, Inc. Custom engineered mechanical components

Sale to Genstar Capital ** Industrial

06/09/11 Rubicon Partners Industrial holding company Acquisition of ABL Technic, Metallwarenfabrik Gemmingen, and Swisshaus

** Industrial

06/06/11 RMT, Inc. (Alliant Energy Corporation)

Environmental and engineering services firm

Sale to TRC Companies, Inc. $13.3 Services

05/27/11 Associated Hygienic Products LLC

Brand baby diapers and training pants

Acquisition of Arquest, Inc. ** Consumer

05/20/11 Weasler Engineering, Inc. Engineered drive train components for agricultural equipment

Sale to Actuant Corporation $155.0 Industrial

05/19/11 Protocol Global Solutions, Inc.

Single source provider of contact center services

Sale to NCO Group, Inc. ** Services

05/11/11 Equitrac Corporation Print management and cost recovery software

Sale to Nuance Communications, Inc.

$157.0 Technology

_____________________ Source: Robert W. Baird & Co. Incorporated M&A Market Analysis. * Announced and pending transactions with disclosed value; **Closed transactions with undisclosed value; *** Announced and pending transactions with undisclosed value.

Baird U.S. Equity Research Coverage


BAIRD U.S. EQUITY RESEARCH COVERAGE MONTHLY REPORTS In March, Baird added 1 company to coverage and now covers 665 companies. These companies have a median and average market capitalization of $2.4 billion and $9.7 billion, respectively. In the past five years, Baird has increased the number of companies under coverage by more than 40%.

In March, there were 67 upward and 75 downward adjustments to current-year earnings estimates (generally calendar-year 2012). There were 52 upward and 53 downward revisions to forward-year (generally calendar-year 2013) earnings estimates.

Sector: Biotechnology http://www.rwbaird.com/SharedPDF/emailTemplates/InvestmentBanking/biotechApril2012.pdf

Sector: Consumer Products Contact Kyle Borkowski at [email protected]

Sector: Facility, Industrial & Rental Services Contact Danny Fox at [email protected]

Sector: Hardline and Broadline Retail http://www.rwbaird.com/Docs/retail-mktg_march2012.pdf

Sector: Healthcare Distribution & Services http://www.rwbaird.com/Docs/coldwell_primer_030812.pdf

Sector: Marketing, Information, and Professional Services http://www.rwbaird.com/SharedPDF/emailTemplates/InvestmentBanking/marketingslidesApril2012.pdf

Sector: Retail, Restaurants, Apparel & Footwear Contact Kyle Borkowski at [email protected]

Sector: Transportation & Logistics Services Contact Robert Mlnarik at [email protected]



Business Services Business Process Outsourcing

Convergys Corporation CVG DST Systems, Inc. DST ExlService Holdings, Inc. EXLS Fidelity National Information Services FIS Fiserv, Inc. FISV Genpact Limited G Global Payments, Inc. GPN Heartland Payment Systems, Inc. HPY Jack Henry & Associates JKHY MasterCard Incorporated MA Net 1 UEPS Technologies Inc. UEPS StarTek, Inc. SRT Sykes Enterprises, Inc. SYKE Visa Inc. V WNS (Holdings) Limited WNS

Education Services Archipelago Learning Inc. ARCL American Public Education, Inc. APEI Apollo Group, Inc. APOL Capella Education Company CPLA Career Education Corporation CECO Corinthian Colleges, Inc. COCO DeVry, Inc. DV Education Management Corporation EDMC Grand Canyon Education, Inc. LOPE ITT Educational Services, Inc. ESI K12 Inc. LRN Lincoln Education Services Corp. LINC New Oriental Education & Technology Grp EDU Rosetta Stone Inc. RST Strayer Education, Inc. STRA

Marketing & Professional Services Acxiom Corporation ACXM Alliance Data Systems Corporation ADS The Corporate Executive Board Co. EXBD The Dun & Bradstreet Corp. DNB Equifax Inc. EFX Experian plc EXPN.L Forrester Research, Inc. FORR FTI Consulting, Inc. FCN Gartner Inc. IT Huron Consulting Group, Inc. HURN IHS Inc. IHS Journal Communications, Inc. JRN Navigant Consulting, Inc. NCI Quad/Graphics, Inc. QUAD RPX Corporation RPXC R.R. Donnelley & Sons Company RRD Valassis Communications, Inc. VCI

Facility Services ABM Industries Inc. ABM Cintas Corporation CTAS Ecolab, Inc. ECL G&K Services, Inc. GKSRA Iron Mountain Incorporated IRM UniFirst Corporation UNF

Human Capital Services Administaff, Inc. ASF AMN Healthcare Service, Inc. AHS Automatic Data Processing ADP Heidrick & Struggles International HSII Hudson Highland Group, Inc. HHGP Kforce Inc. KFRC Korn/Ferry International KFY Manpower Inc. MAN Monster Worldwide, Inc. MWW On Assignment, Inc. ASGN Paychex Inc. PAYX Resources Connection, Inc. RECN Robert Half International RHI Taleo Corporation TLEO TrueBlue, Inc. TBI The Ultimate Software Group Inc. ULTI Towers Watson & Co. TW

Industrial Services AECOM Technology Corporation ACM Clean Harbors, Inc. CLHB Fluor Corporation FLR Heritage Crystal Clean, Inc. HCCI Jacobs Engineering Group Inc. JEC Mobile Mini, Inc. MINI

Industrial Services (cont’d) MYR Group Inc. MYRG Pike Electric Corporation PEC Quanta Services Inc. PWR RSC Holdings Inc. RRR Shaw Group Inc. SHAW Stericycle, Inc. SRCL Swisher Hygiene Inc. SWSH URS Corporation URS

Communications Communications Services - Carriers

AT&T, Inc. T Leap Wireless International, Inc. LEAP MetroPCS Communications, Inc. PCS Sprint Nextel Corporation S TeleNav, Inc. TNAV Verizon Communications, Inc. VZ

Network Technology Cisco Systems, Inc. CSCO F5 Networks, Inc. FFIV Fortinet, Inc. FTNT Juniper Networks, Inc. JNPR Meru Networks, Inc. MERU LM Ericsson Telephone Co. ERIC PCTEL, Inc. PCTI Riverbed Technology, Inc. RVBD

Communications Services – Software & Services Amdocs Limited DOX Apple, Inc. AAPL HTC Corp 2498.TW Motorola Mobility Holdings, Inc. MMI Motricity, Inc. MOTR NeuStar, Inc. NSR Neutral Tandem Inc. TNDM Nokia Corporation NOK Research in Motion Limited RIMM Synchronoss Technologies, Inc. SNCR

Consumer Automotive Services

CarMax, Inc. KMX Copart, Inc. CPRT KAR Auction Services, Inc. KAR LKQ Corporation LKQX Ritchie Bros. Auctioneers, Inc. RBA

Consumer Leisure Advance Auto Parts, Inc. AAP Arctic Cat, Inc. ACAT AutoZone, Inc. AZO Briggs & Stratton Corp. BGG Brunswick Corporation BC Callaway Golf Company ELY Harley-Davidson, Inc. HOG O’Reilly Automotive, Inc. ORLY Polaris Industries, Inc. PII Thor Industries THO Winnebago Industries, Inc. WGO

Footwear, Apparel & Accessories adidas AG ADS GR Columbia Sportswear COLM Crocs, Inc. CROX Deckers Outdoors DECK Genesco, Inc. GCO Nike Inc. NKE Rocky Brands, Inc RCKY Quicksilver Inc. 2QK Under Armour Inc. UA VF Corporation VFC Wolverine World Wide WWW

Restaurant BJ’s Restaurant, Inc. BJRI Buffalo Wild Wings, Inc. BWLD Caribou Coffee Company, Inc. CBOU The Cheesecake Factory Inc. CAKE Chipotle Mexican Grill, Inc. CMG Dunkin’ Brands Group, Inc. DNKN Jack in the Box Inc. JACK McDonald’s Corporation MCD P.F. Chang’s China Bistro, Inc. PFCB Panera Bread Company PNRA Peet’s Coffee & Tea, Inc. PEET Starbucks Corporation SBUX Texas Roadhouse, Inc. TXRH YUM! Brands, Inc. YUM

Retail Abercrombie & Fitch ANF Bed Bath & Beyond, Inc. BBBY Body Central Corp. BODY Coach, Inc. COH Costco Wholesale Corp. COST Dick’s Sporting Goods, Inc. DKS The Gap Inc. GPS Gordmans Stores, Inc. GMAN Hibbett Sports, Inc. HIBB The Home Depot, Inc. HD J.C. Penney Company, Inc. JCP Kohl’s Corporation KSS Limited Brands, Inc. LTD Lowe’s Companies, Inc LOW Lululemon athletic inc. LULU Michael Kors Holdings Ltd. KORS Nordstrom, Inc. JWN Pacific Sunwear of California Inc. PSUN PetSmart, Inc. PETM Regis Corporation RGS Roundy’s Parent Company, Inc. RNDY Sally Beauty Holdings, Inc. SBH Target Corporation TGT Tractor Supply Company TSCO Vitamin Shoppe, Inc. VSI Ulta Salon, Cosmetics & Fragrance, Inc. ULTA Urban Outfitters, Inc. URBN Vera Bradley, Inc. VRA Wal-Mart Stores, Inc. WMT Williams-Sonoma, Inc. WSM Zumiez, Inc. ZUMZ

Energy Exploration & Production

Abraxas Petroleum Corporation AXAS Anadarko Petroleum Corporation APC Apache Corporation APA Cabot Oil & Gas Corporation COG Carrizo Oil & Gas Inc. CRZO Chesapeake Energy Corporation CHK Comstock Resources, Inc. CRK Continental Resources, Inc. CLR Callon Petroleum Company CPE Denbury Resources Inc. DNR Devon Energy Corporation DVN EOG Resources, Inc. EOG EQT Corporation EQT EXCO Resources Inc. XCO Forest Oil Corporation FST GeoResources, Inc. GEOI Goodrich Petroleum Corporation GDP Kodiak Oil & Gas Corp. KOG Magnum Hunter Resources Corporation MHR Noble Energy, Inc. NBL Oasis Petroleum Inc. OAS Pioneer Natural Resources PXD QEP Resources, Inc. QEP Range Resources Corporation RRC Rosetta Resources Inc. ROSE Sandridge Energy, Inc. SD SM Energy Co. SM Southwestern Energy Company SWN Swift Energy Company SFY Whiting Petroleum Corporation WLL

Master Limited Partnerships

Breitburn Energy Partners, LP BBEP ECA Marcellus Trust I ECT Enduro Royalty Trust NDRO EV Energy Partners LP EVEP Genesis Energy, LP GEL Inergy, LP NRGY Inergy Midstream, LP NRGM Linn Energy, LLC LINE Legacy Reserves, LP LGCY LRR Energy L.P. LRE Martin Midstream Partners, LP MMLP Mid-Con Energy Partners, LP MCEP NGL Energy Partners, LP NGL QR Energy, LP QRE Regency Energy Partners RGNC Rose Rock Midstream L.P. RRMS



Master Limited Partnerships (cont’d) SandRidge Mississippian Trust I SDT SandRidge Permian Trust PER Targa Resources Corp TRGP Targa Resources Partners LP NGLS VOC Energy Trust VOC

Utilities ALLETE ALE Alliant Energy Corporation LNT American States Water Company AWR American Water Works Company, Inc. AWK Aqua America, Inc. WTR Artesian Resources Corp. ARTNA California Water Service Group CWT Chesapeake Utilities Corp. CPK Connecticut Water Service Inc. CTWS Hawaiian Electric Industries HE Integrys Energy Group TEG MDU Resources Group Inc. MDU Middlesex Water Company Inc. MSEX NextEra Energy, Inc. NEE NorthWestern Corporation NWE Otter Tail Corporation OTTR Piedmont Natural Gas Company, Inc. PNY PNM Resources, Inc. PNM Progress Energy, Inc. PGN SJW Corporation SJW TECO Energy, Inc. TE UIL Holdings Corporation UIL Vectren Corporation VVC Wisconsin Energy Corporation WEC Xcel Energy Inc. XEL The York Water Company YORW

Clean Technology ADA-ES, Inc. ADES Amryis Inc. AMRS Calgon Carbon Corp. CCC Codexis Inc. CDXS Comverge, Inc. COMV Covanta Holding Corp. CVA Echelon Corporation ELON Elster Group SA ELT EnerNOC, Inc. ENOC First Solar, Inc. FSLR Gevo Inc. GEVO Itron, Inc. ITRI KiOR Inc. CI A KIOR Maxwell Technologies MXWL SunPower Corporation SPWRA Suntech Power Holdings Co. Ltd. STP Solazyme Inc. SZYM Tesla Motors Inc. TSLA

Industrial Automotive and Truck Supplies

AB Volvo VOLV.B ArvinMeritor, Inc. ARM Autoliv, Inc. ALV BorgWarner, Inc. BWA Commercial Vehicle Group CVGI Delphi Automotive PLC DLPH Gentex Corporation GNTX Harman International Industries, Inc. HAR Johnson Controls, Inc. JCI Methode Electronics Inc. MEI Modine Manufacturing Co. MODI Navistar International Corporation NAV PACCAR, Inc. PCAR STRATTEC SECURITY CORP. STRT Tower International, Inc. TOWR WABCO Holdings Inc. WBC

Consumer Building Products Acuity Brands, Inc. AYI American Woodmark Corporation AMWD Fortune Brands Home & Security, Inc. FBHS HNI Corporation HNI Simpson Manufacturing SSD Quanex Building Products Corp. NX

Containers & Packaging AptarGroup, Inc. ATR Avery Dennison Corporation AVY Ball Corporation BLL Bemis Company BMS Crown Holdings, Inc. CCK Graphic Packaging Holding Co. GPK

Containers & Packaging (cont’d) Greif, Inc. GEF MeadWestvaco Corporation MWV Multi-Color Corp. LABL Owens-Illinois, Inc. OI Rexam PLC REX.L Sealed Air Corporation SEE Silgan Holdings Inc. SLGN Sonoco Products Co. SON

Diversified Industrial & Machinery Actuant Corporation ATU Astec Industries, Inc. ASTE Brady Corporation BRC Caterpillar Inc. CAT Deere & Company DE Dover Corporation DOV Eaton Corporation ETN Illinois Tool Works Inc. ITW Ingersoll-Rand Company IR Joy Global Inc. JOYG Manitowoc Company Inc. MTW Oshkosh Corporation OSK Parker Hannifin Corporation PH Snap-on Incorporated SNA Sun Hydraulics Corporation SNHY Terex Corporation TEX Titan Machinery Inc. TITN

General Industrial Barnes Group, Inc. B Carlisle Companies, Inc. CLS Gibraltar Industries, Inc. ROCK Douglas Dynamics, Inc. PLOW Kaydon Corporation KDN Masco Corporation MAS Middleby Corporation MIDD RBC Bearings Incorporated ROLL The Stanley Works SWK Thomas & Betts Corporation TNB Twin Disc, Inc. TWIN Woodward Governor Company WGOV

Industrial Distribution Air Products and Chemicals, Inc. APD Airgas, Inc. ARG Anixter International, Inc. AXE Beacon Roofing Supply, Inc. BECN Fastenal Company FAST Grainger, W.W., Inc. GWW Houston Wire & Cable Company HWCC Interline Brands, Inc. IBI MSC Industrial Direct Co. MSM Pool Corporation POOL Praxair, Inc. PX Watsco, Inc. WSO Wesco Aircraft Holdings, Inc. WAIR WESCO International, Inc. WCC

Process Controls ABB Ltd. ABB Altra Holdings, Inc. AIMC A.O. Smith Corporation AOS Colfax Corporation CFX Emerson Electric Co. EMR Flowserve Corporation FLS Franklin Electric Co., Inc. FELE Gardner Denver, Inc. GDI Generac Holdings Inc. GNRC Graco Inc. GGG IDEX Corporation IEX ITT Industries, Inc. ITT Mueller Water Products, Inc. MWA Pentair, Inc. PNR Regal-Beloit Corporation RBC Robbins & Myers, Inc. RBN Roper Industries, Inc. ROP Watts Water Technologies, Inc. WTS Xylem Inc. XYL

Transportation/Logistics Arkansas Best Corp. ABFS CSX Corporation CSX C.H. Robinson Worldwide Inc. CHRW Con-way, Inc. CNW Expeditors International of Washington EXPD FedEx Corporation FDX Forward Air Corporation FWRD Heartland Express, Inc. HTLD

Transportation/Logistics (cont’d) Hub Group, Inc. HUBG JB Hunt Transport Services Inc. JBHT Knight Transportation, Inc. KNX Landstar Systems Inc. LSTR Norfolk Southern Corporation NSC Old Dominion Freight Line ODFL UTi Worldwide, Inc. UTIW Werner Enterprises WERN Pacer International, Inc. PACR Roadrunner Transportation Systems RRTS Ryder System, Inc. R Swift Transportation Co. Inc. SWFT UPS UPS Union Pacific Corporation UNP

Technology

Computer Hardware & Storage Brocade Communications BRCD Dell Inc. DELL EMC Corporation EMC Emulex Corporation ELX Hewlett-Packard Company HPQ NetApp Inc. NTAP QLogic Corporation QLGC Seagate Technology STX VMware VMW Western Digital Corporation WDC

Software & Services Adobe Systems Inc. ADB ANSYS, Inc. ANSS Autodesk, Inc. ADSK Citrix Systems, Inc. CTXS Concur Technologies, Inc. CNQR Constant Contact, Inc. CTCT Informatica Corporation INFA Jive Software, Inc. JIVE Qlik Technologies, Inc. QLIK Red Hat, Inc. RHT Salesforce.com, Inc. CRM Solar Winds, Inc. SWI Symantec Corp. SYMC VeriSign Inc. VRSN Vocus, Inc. VRSN

EMS & Electronics Littelfuse Inc. LFUS Plexus Corp. PLXS

Internet / Interactive Entertainment Activision Blizzard, Inc. ATVI Amazon.com AMZN Digital River, Inc. DRIV eBay Inc. EBAY Electronic Arts, Inc. ERTS Gamestop Corp. GME Google, Inc. GOOG Liquidity Services, Inc. LQDT Shutterfly, Inc SFLY Take-Two Interactive Software, Inc. TTWO TechTarget, Inc. TTGT ValueClick, Inc. VCLK Zynga, Inc. ZNGA

IT Services Accenture ACN CIBER, Inc. CBR Cognizant Technology Solutions CTSH Infosys Technology Ltd. INFY Syntel Inc. SYNT

Process Technology Agilent Technologies, Inc. A AMETEK, Inc. AME Badger Meter, Inc. BMI CLARCOR, Inc. CLC Cognex Corporation CGNX Danaher Corporation DHR Donaldson Company, Inc. DCI ESCO Technologies Inc. ESE FARO Technologies, Inc. FARO Landauer, Inc. LDR Mettler-Toledo Int’l, Inc. MTD Mine Safety Appliances Company MSA Mistras Group, Inc. MG National Instruments Corp. NATI Pall Corporation PLL



Process Technology (cont’d) Polypore International, Inc. PPO Rockwell Automation Inc. ROK Tetra Tech, Inc. TTEK

Semiconductor Components Altera Corp. ALTR Analog Devices, Inc. ADI BCD Semiconductor Manufacturing Ltd. BCDS Broadcom Corp. BRCM Diodes Incorporated DIOD Fairchild Semiconductor Int’l, Inc. FCS GSI Technology GSIT Intel Corporation INTC InvenSense Inc. INVN Lattice Semiconductor Corp. LSCC Micron Technology, Inc. MU OmniVision Technologies, Inc. OVTI ON Semiconductor ONNN SanDisk Corporation SNDK Sequans Communications S.A. SQNS STMicroelectronics NV STM Texas Instruments, Inc. TXN Xilinx Inc. XLNX

Supply Chain Technology

Checkpoint Systems, Inc. CKP Diebold, Inc. DBD Garmin Ltd. GRMN Intermec, Inc. IN NCR Corporation NCR Plantronics, Inc. PLT ScanSource, Inc. SCSC Zebra Technologies Corporation ZBRA

Healthcare/Life Sciences

Biotechnology Affymax, Inc. AFFY Alexion Pharmaceuticals, Inc. ALXN Allscripts Healthcare Solutions, Inc. MDRX AMAG Pharmaceuticals, Inc. AMAG Amgen, Inc. AMGN Amylin Pharmaceuticals, Inc. AMLN Array BioPharma Inc. ARRY Biogen Idec Inc. BIIB BioMarin Pharmaceutical, Inc. BMRN Celgene Corporation CELG Cerus Corporation CERS Cubist Pharmaceuticals, Inc. CBST Dendreon Corporation DNDN Endocyte, Inc. ECYT Gilead Sciences, Inc. GILD Human Genome Sciences, Inc. HGSI Incyte Corporation INCY InterMune, Inc. ITMN MannKind Corporation MNKD NewLink Genetics Corporation NLNK Onyx Pharmaceuticals, Inc. ONXX Optimer Pharmaceuticals, Inc. OPTR Regeneron Pharmaceuticals REGN Theravance, Inc. THRX Trius Therapeutics, Inc. TSRX Vertex Pharmaceuticals, Inc. VRTX

Distribution & Services Accretive Health, Inc. AH AmerisourceBergen Corporation ABC Athenahealth Inc. ATHN Cardinal Health, Inc. CAH Cerner Corporation CERN Charles River Laboratories CRL Covance Inc. CVD ICON plc ICLR McKesson Corporation MCK MedAssets, Inc. MDAS Merge Healthcare Inc. MRGE Owens & Minor, Inc. OMI PAREXEL International Corp. PRXL PSS World Medical, Inc. PSSI Quality Systems, Inc. QSII

Facilities & Services Addus HomeCare Corp. ADUS Alliance HealthCare Services AIQ Almost Family, Inc. AFAM Amedisys, Inc. AMED AmSurg Corporation AMSG Community Health Systems, Inc. CYH

Facilities & Services (cont’d) DaVita, Inc. DVA Gentiva Health Services, Inc. GTIV HCA Holdings, Inc. HCA Health Management Associates, Inc. HMA HealthSouth Corporation HLS LHC Group, Inc. LHCG LifePoint Hospitals, Inc. LPNT Select Medical Holdings Corporation SEM StoneMor Partners LP STON Tenet Healthcare Corp. THC Triangle Capital Corp. TCAP Universal Health Services, Inc. UHS Vanguard Health Systems, Inc. VHS

Life Sciences & Diagnostics Affymetrix, Inc. AFFX BG Medicine, Inc. BGMD Cepheid CPHD Clarient, Inc. CLRT Exact Sciences Corp. EXAS Gen-Probe Incorporated GPRO Illumina, Inc. ILMN Life Technologies Corp. LIFE Meridian Bioscience, Inc. VIVO PerkinElmer, Inc. PKI QIAGEN N.V. QGENF Sigma-Aldrich Corporation SIAL TECHNE Corp. TECH Thermo Fisher Scientific TMO Waters Corporation WAT

Medical Technology

The Cooper Companies COO DENTSPLY International Inc. XRAY Exactech, Inc. EXAC Henry Schein, Inc. HSIC Patterson Companies, Inc. PDCO Sirona Dental Systems, Inc. SIRO Stryker Corporation SYK Varian Medical Systems, Inc. VAR Wright Medical Group, Inc. WMGI Young Innovations Inc. YDNT Zimmer Holdings, Inc. ZMH

Specialty Pharmaceuticals Acorda Therapeutics ACOR Alkermes Inc. ALKS Achillion Pharmaceuticals Inc. ACHN Forest Laboratories Inc. FRX Shire plc SHPGY

Financials Community Banks

Associated Banc-Corp ASBC Bank of Hawaii Corporation BOH Bank of Kentucky Financial Corporation BKYF Cardinal Financial Corp. CFNL Fidus Investment Corp. FDUS First Financial Bancorp FFBC FirstMerit Corporation FMER First Midwest Bancorp, Inc. FMBI First PacTrust Bancorp, Inc. FPTB IBERIABANK Corporation IBKC Independent Bank Corp. INDB Main Street Capital Corporation MAIN MB Financial, Inc. MBFI New Mountain Finance Corporation NMFC Pinnacle Financial Partners, Inc. PNFP PennantPark Investment Corp. PNNT PrivateBancorp, Inc. PVTB Prosperity Bancshares Inc. PRSP Regions Financial Corp. RF Sandy Spring Bancorp, Inc. SASR S.Y. Bancorp, Inc. SYBT Union First Market Bankshares UBSH Wintrust Financial Corporation WTFC

Regional Banks Bank of America BAC BB&T Corp. BBT Comerica, Inc. CMA Fifth Third Bancorp FITB Huntington Bancshares Inc. HBAN JP Morgan Chase & Co. JPM KeyCorp KEY M&T Bank Corp. MTB PNC Financial Services PNC SunTrust Banks Inc. STI

Regional Banks (cont’d) Synovus Financial Corp. SNV U.S. Bancorp USB Wells Fargo & Company WFC Zions Bancorporation ZION

Real Estate Real Estate

Alexandria Real Estate ARE Ashford Hospitality Trust Inc. AHT BioMed Realty Trust, Inc. BMR Chesapeake Lodging Trust CHSP Choice Hotels International, Inc. CHH Cousins Properties, Inc. CUZ DiamondRock Hospitality Co. DRH Douglass Emmett DEI Duke Realty Corp. DRE FelCor Lodging Trust, Inc. FCH Franklin Street Properties Corp. FSP HCP, Inc. HCP Health Care REIT Inc. HCN Healthcare Realty Trust Inc. HR Hersha Hospitality Trust HT Host Hotels & Resorts HST Hyatt Hotels Corporation H Intercontinental Hotels Group PLC IHG Kilroy Realty Corporation KRC LaSalle Hotel Properties LHO Liberty Property Trust LRY Marcus Corporation MCS Marriott International, Inc. MAR Parkway Properties, Inc. PKY Pebblebrook Hotel Trust PEB Red Lion Hotels Corporation RLH Senior Housing Properties Trust SNH Starwood Hotels & Resorts Worldwide HOT Sunstone Hotel Investors, Inc. SHO Supertel Hospitality, Inc. SPPR Terreno Realty Corporation TRNO Thomas Properties Group, Inc. TPGI Ventas, Inc. VTR

REITs American Campus Communities, Inc. ACC Associated Estates Realty Corp. AEC AvalonBay Communities, Inc. AVB Camden Property Trust CPT Corporate Office Properties Trust OFC EastGroup Properties, Inc. EGP Education Realty Trust, Inc. EDR Essex Property Trust, Inc. ESS Extra Space Storage Inc. EXR First Potomac Realty Trust FPO Highwoods Properties, Inc. HIW Home Properties, Inc. HME Investor Real Estate Trust IRET Mid-America Apartment Communities MAA Public Storage, Inc. PSA Realty Income Corporation O Regency Centers Corporation REG Saul Centers, Inc. BFS Sovran Self Storage, Inc. SSS Summit Hotel Properties, Inc. INN U-Store-It Trust YSI UDR, Inc. UDR Washington Real Estate Invst. Trust WRE Weingarten Realty Investors WRI

Note: Coverage list is as of March 31, 2012.

Investment Banking Contact List


Steven G. Booth Head of Investment Banking

414.298.7661 [email protected]

Rodney L. Tyson Managing Director

Chief Operating Officer 312.609.4984

[email protected]

Richard F. Waid Vice Chairman 404.264.2210

[email protected]

C.H. Randolph Lyon Vice Chairman 312.609.4931

[email protected]

Services Brian S. Doyal Managing Director +1.312.609.4916 [email protected] Christopher W. Hildreth Managing Director +1.312.609.4937 [email protected] Howard P. Lanser Managing Director +1.312.609.5478 [email protected] John R. Lanza Managing Director +1.414.298.7669 [email protected] Breton A. Schoch Managing Director +1.312.609.4965 [email protected] Andrew K. Snow Managing Director +1.312.609.4972 [email protected] Daniel M. Alfe Director +1.312.609.4922 [email protected] Kiran Paruchuru Director +1.414.298.7642 [email protected] Ross W. Williams Director +1.414.298.6235 [email protected]

Consumer Paul T. Rogalski Managing Director +1.312.609.4912 [email protected] Christopher Harned Managing Director +1.414.765.3908 [email protected]

Jason Abt Managing Director +1.415.627.3215 [email protected] Andrew Martin Managing Director +1.704.553.6615 [email protected]

Nicholas Pavlidis Managing Director +1.312.609.4977 [email protected] Joe Pellegrini Managing Director +1.704.553.6612 [email protected]

Christopher J. Sciortino Managing Director +1.312.609.4923 [email protected] Kurt Roth Director +1.312.609.4689 [email protected]

Industrial Paul T. Rogalski Managing Director +1.312.609.4912 [email protected] Christopher C. McMahon Managing Director Head of Global M&A +1.312.609.4983 [email protected] Brian P. McDonagh Managing Director Co-Head of M&A +1.704.553.6611 [email protected] Joel A. Cohen Managing Director +1.312.609.4924 [email protected] Stephen B. Guy Managing Director +1.414.765.7247 [email protected] Trisha K. Hansen Managing Director +1.414.765.3521 [email protected] Thomas W. Lacy Managing Director +1.414.298.7648 [email protected] Thomas E. Lange Managing Director +1.813.273.8248 [email protected] Joseph T. Packee Managing Director +1.414.298.7644 [email protected] Justin T. Albert Director +1.312.609.4995 [email protected] Christian Colucci Director +1.312.609.4475 [email protected]

Real Estate Steven Goldberg Managing Director +1.703.918.7808 [email protected] Rick Conklin Managing Director +1.312.609.5480 [email protected] James O’Brien Managing Director +1.703.918.7814 [email protected] Jeff Rogatz Managing Director +1.703.918.7823 [email protected] Justin Glasgow Director +1.703.821.5763 [email protected] Lindsey Houser Director +1.704.553.6610 [email protected]

Technology Greg Ingram Managing Director +1.415.627.3279 [email protected] John Moriarty Managing Director +1.650.424.3811 [email protected]

Louis Draper Managing Director +1.650.858.3821 [email protected] Stephen B. Guy Managing Director +1.414.765.7247 [email protected] Michael Horwitz Managing Director +1.415.627.3284 [email protected] Brian Sapp Director +1.415.627.3288 [email protected]

Energy Richard F. Waid Vice Chairman +1.404.264.2210 [email protected] Curtis Goot Managing Director +1.314.445.6540 [email protected] Frank Murphy Managing Director +1.314.445.6532 [email protected] John R. Lanza Managing Director +1.414.298.7669 [email protected] Jim Penilla Director +1.314.445.6536 [email protected]

Healthcare Brian S. Doyal Managing Director +1.312.609.4916 [email protected] Benjamin A. Brown Director +1.414.298.7013 [email protected] Ryan Mausehund Director +1.650.858.3817 [email protected]

Chad W. Moore, CPA, CFA Director +1.312.609.5475 [email protected]

Financial Institutions Mark C. Micklem Managing Director +1.703.821.5787 [email protected]

Financial Sponsors C. Christopher Coetzee Managing Director +1.312.609.4913 [email protected] Leslie Cheek IV Managing Director +1.617.426.5789 [email protected] Thomas W. Lacy Managing Director +1.414.298.7648 [email protected] Jeffrey M. Seaman Managing Director +1.312.609.4687 [email protected] David M. Wierman Managing Director +1.404.264.2211 [email protected]

Mergers & Acquisitions Christopher C. McMahon Managing Director Head of Global M&A +1.312.609.4983 [email protected] Brian P. McDonagh Managing Director Co-Head of M&A +1.704.553.6611 [email protected] Christopher Harned Managing Director +1.414.765.3908 [email protected] Howard P. Lanser Managing Director +1.312.609.5478 [email protected] J. David Cumberland, CFA Director, M&A Research +1.312.609.5429 [email protected]

Equity Capital Markets Peter S. Kies Managing Director +1.414.765.7262 [email protected] Greg Ingram Managing Director +1.415.627.3279 [email protected] Rick Conklin Managing Director +1.312.609.5480 [email protected] Lance R. Lange Managing Director +1.414.765.7079 [email protected] Gary R. Placek Managing Director +1.414.765.3611 [email protected]

Corporate Restructuring William G. Welnhofer Managing Director +1.312.609.5476 [email protected]

Europe London†

John A. Fordham Chairman of Baird International +44.207.667.8438 [email protected] David M. Silver Managing Director Head of European Investment Banking +44.207.667.8216 [email protected] Nicholas R. Sealy Managing Director Co-Head, European Investment Banking +44.207.667.8370 [email protected] Paul Bail Managing Director +44.207.667.8271 [email protected] Vinay Ghai Managing Director +44.207.667.8225 [email protected] Jonathan Harrison Managing Director +44.207.667.8414 [email protected]

Frankfurt Joachim Beickler Managing Director +49.69.13.01.49.51 [email protected] Michael Wolff Managing Director +49.69.13.01.49.49 [email protected]

Asia Shanghai

Anthony Siu Managing Director Head of Asia Investment Banking +86.21.6182.0980 [email protected]

† Robert W. Baird Limited is authorized and regulated by the Financial Services Authority.

Appendix – Disclaimers and Other Disclosures


DISCLAIMERS This is not a complete analysis of every material fact regarding any company, industry or security. The opinions expressed here reflect our judgment at this date and are subject to change. The information has been obtained from sources we consider to be reliable, but we cannot guarantee the accuracy.

ADDITIONAL INFORMATION ON COMPANIES MENTIONED HEREIN IS AVAILABLE UPON REQUEST

The Dow Jones Industrial Average, S&P 500, S&P 400 and Russell 2000 are unmanaged common stock indices used to measure and report performance of various sectors of the stock market; direct investment in indices is not available.

Baird is exempt from the requirement to hold an Australian financial services license. Baird is regulated by the United States Securities and Exchange Commission, FINRA, and various other self-regulatory organizations and those laws and regulations may differ from Australian laws. This report has been prepared in accordance with the laws and regulations governing United States broker-dealers and not Australian laws.

Copyright 2012 Robert W. Baird & Co. Incorporated. No part of this publication may be reproduced or distributed in any form or by any means without our prior written approval. However, you may download one copy of the information for your personal, non-commercial viewing only, provided that you do not remove or alter any trade mark, copyright or other proprietary notice.

OTHER DISCLOSURES UK disclosure requirements for the purpose of distributing this report into the UK and other countries for which Robert W Baird Limited holds an ISD passport.

This report is for distribution into the United Kingdom only to persons who fall within Article 19 or Article 49(2) of the Financial Services and Markets Act 2000 (financial promotion) order 2001 being persons who are investment professionals and may not be distributed to private clients. Issued in the United Kingdom by Robert W Baird Limited, which has offices at Mint House 77 Mansell Street, London, E1 8AF, and is a company authorized and regulated by the Financial Services Authority.

Robert W Baird Limited ("RWBL") is exempt from the requirement to hold an Australian financial services license. RWBL is regulated by the Financial Services Authority ("FSA") under UK laws and those laws may differ from Australian laws. This document has been prepared in accordance with FSA requirements and not Australian laws.

Robert W. Baird & Co. www.rwbaird.com

800.RW.BAIRD

Equity Capital Markets and Private Equity Office Locations

U.S. Offices Atlanta One Buckhead Plaza 3060 Peachtree Road Suite 1815 Atlanta, GA 30305 888.792.9478 Boston One Post Office Square Suite 3617 Boston, MA 02109 888.661.5431 Charlotte 4725 Piedmont Row Drive Piedmont Town Center Two Suite 750 Charlotte, NC 28210 704.553.6600 Chicago 227 West Monroe Street Suite 2100 Chicago, IL 60606 800.799.5770 Milwaukee 777 East Wisconsin Avenue Milwaukee, WI 53202 888.224.7326 Nashville 2525 West End Avenue Suite 1000 Nashville, TN 37203 888.454.4981 Palo Alto 1661 Page Mill Road Suite A Palo Alto, CA 94304 650.858.3800

San Francisco 101 California Street Suite 1350 San Francisco, CA 94111 866.715.4024 555 California Street Suite 4900 San Francisco, CA 94104 415.627.3270 St. Louis 8000 Maryland Avenue Suite 500 St. Louis, MO 63105 888.792.7634 Stamford 100 First Stamford Place 3rd Floor Stamford, CT 06902 800.380.3247 Tampa 401 East Jackson Street Suite 2900 Tampa, FL 33602 888.238.2672 Washington, D.C. Pinnacle Tower North 1751 Pinnacle Drive Suite 1100 McLean, VA 22102 888.853.2753

International Locations* Frankfurt Neue Mainzer Strasse 28 60311 Frankfurt Germany 011.49.69.13.01.49.0 Hong Kong Suite 3304, 33/F Bank of America Tower No.12 Harcourt Road Central, Hong Kong 011.852.2827.8822

London Mint House 77 Mansell Street London E1 8AF UK 011.44.207.488.1212 Shanghai Rm 42-022, 42/F, Hang Seng Bank Tower No.1000 Lujiazui Ring Road Pudong Shanghai 200120, China 011.86.21.6182.0980

*Baird and its operating affiliates have offices in the United States, Europe and Asia. Robert W. Baird & Co. Incorporated. Member SIPC. Robert W. Baird Ltd. and Baird Capital Partners Europe are authorized and regulated in the UK by the Financial Services Authority. ©2012 Robert W. Baird & Co. Incorporated.

global ma monthly april 2012

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