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Fourth quarter 2014

January 2015 edition

Mergers & Acquisitions Quarterly Switzerland

All rights reserved — EY 2015

DRAFT Contents

Mergers & Acquisitions Quarterly Switzerland – Q4 2014 1

1. Introduction 2

2. Swiss M&A market Q4 2014 and outlook 2015 3

3. Private equity statistics: Germany, Switzerland and Austria 6

4. Industry overview

► Chemicals, Construction and Materials 7

► Energy and Utilities 9

► Financial Services 11

► Healthcare 13

► Industrial Goods and Services 15

► Media, Technology and Telecommunications 17

► Retail and Consumer Products 19

5. Deal of the quarter 21

6. Event calender 22

7. EY selection of M&A opportunities 23

8. Your EY M&A team in Switzerland 24

9. Subscription/Registration form 25


DRAFT Introduction

2

Dear Reader

We are pleased to present you with the latest edition of our M&A Quarterly Switzerland. This publication provides a general overview of the Swiss M&A and European private equity market activity in the last quarter of 2014, as well as an outlook for 2015.

In Q4 2014, Swiss M&A market activity remained strong. Although the number of transactions as well as deal volume declined relative to the previous quarter, both remained high in a historical context.

The strong performance of the Swiss M&A market becomes even clearer when viewed from a yearly perspective. With numerous mega deals announced, the calendar year 2014 saw the highest annual transaction volume recorded since the inception of this publication in 2008. An analysis of the number of deals showed that market activity was also above average in 2014.

Looking ahead, the outlook on Swiss M&A activity in 2015 is optimistic. Surpassing the record performance of 2014 will be a difficult task, however. Although market participants’ confidence is high, several risks surfaced towards the end of 2014 which, if they materialize, will likely dampen the appetite to undertake transactions.

The next edition of our Mergers & Acquisitions Quarterly Switzerland will be available in April 2015.

For more information or to download this publication, visit us online at:

www.ey.com/CH/de/Services/Transactions/Lead-Advisory

Sincerely,

Your Swiss EY M&A Advisory Team

Mergers & Acquisitions Quarterly Switzerland – Q4 2014


DRAFT

(40%)

(30%)

(20%)

(10%)

0%

10%

20%

30%

40%

Media,Technology &

Telecom

Healthcare FinancialServices

IndustrialGoods &Services

Chemicals,Construction& Materials

Retail & ConsumerProducts

Energy & Utilities

SMI

Swiss M&A market Q4 2014 and outlook 2015

3

Number of announced deals and transaction volumes with target, buyer or seller in Switzerland

Relative stock performance of selected industries over the past 12 months

M&A market Q4 2014

► With 158 transactions recorded in the last quarter of 2014, the number of deals decreased slightly compared to the previous quarter (165 transactions). The number of deals in calendar year 2014 totaled 604, reflecting only a slight increase of 4.1% in comparison to last year’s count of 580 transactions.

► In terms of volume, the Swiss M&A market in 2014 surpassed all previous years since the launch of this publication and reached a deal volume of CHF 175.8b, compared to CHF 20.8b last year. However, deal volume per quarter declined by more than 50%, from CHF 49.4b in Q3 to CHF 24.3b in Q4 2014.

► Calendar year 2014 was mainly driven by high volume transactions, primarily in the second and third quarter. Compared to 2013, the number of transactions with disclosed deal volume above CHF 1b increased from 2 to 30 deals.

► The SMI gained 11.3% over the last 12-month period, showing positive performance across all sectors except Energy and Utilities.

► Media, Technology and Telecommunications displayed the strongest industry performance with an improvement of 28.8% over the last 12 months, thus outperforming the SMI by a factor of around 2.6.

Rank Announcement date Target Acquirer Seller Deal volume (in CHF m)

1 07-Apr-14 Lafarge S.A. Holcim (Schweiz) AG Groupe Bruxelles Lambert; NNS Holding; Dodge & Cox and others

40,996

2 06-Aug-14 Alliance Boots GmbH Walgreen Co. AB Acquisitions Holdings Limited 22,735

3 22-Apr-14 GlaxoSmithKline plc, oncology business

Novartis AG GlaxoSmithKline plc 14,171

4 24-Aug-14 InterMune, Inc. Roche Holding AG Deerfield Mgmt Company, L.P.; Moore Capital Mgmt, LP; OrbiMed Advisors, L.L.C. and others

7,519

5 22-Apr-14 Novartis AG, vaccines business GlaxoSmithKline plc Novartis AG 6,244

The five largest transactions in 2014


0

30

60

90

120

150

180

0102030405060708090

Q4 13 Q1 14 Q2 14 Q3 14 Q4 14

No. o

f dea

ls

Deal

volum

e in C

HF b

Volume No. of deals


DRAFT

Transactions by industry

► In the fourth quarter of 2014, Media, Technology and Telecommunications was the most active sector in Switzerland, contributing 30 transactions or 19% to the 158 deals announced in Switzerland. The largest transaction with disclosed deal volume stemming from this sector was the acquisition of Orange Communications by NJJ Capital for ~CHF 2.8b.

► After being the most active sector in Switzerland for the last four consecutive quarters, Industrial Goods and Services recorded a decline of 5 percentage points in Q4 2014 and ranked second, accounting for 16% of all transactions.

► Healthcare accounted for just 9% of deals in Q4 2014 following exceptional growth in the number of transactions in Q3 2014 when it contributed 17%. However, from a yearly perspective, the sector accounted for 12% of all announced deals – the highest value since 2009.

► Furthermore, the Healthcare sector stood out for its exceptional deal volume of CHF 75.9b in calendar year 2014 and accounted for four out of the five largest transactions or 43.2% of the entire 2014 deal volume.

4

Number of Swiss M&A transactions by industry in Q4 2014 (in %)

Number of Swiss M&A transactions by deal size (in %)


Transactions by size

► In 2014 high volume transactions clearly dominated the Swiss M&A market. Over 2014 as a whole, 62 transactions reached a deal volume above CHF 250m, representing the highest contribution since the inception of this publication in 2008.

► This development was underpinned by a further increase in high volume transactions in Q4 2014, confirming the pattern observed over the previous quarters. It is the first time that this size category has contributed more than 40% of all transactions with disclosed deal volume per quarter.

► Due to an increase in large and mid-market deals, smaller transactions accounted for only 30% in Q4 2014, significantly below the long-term average of 45%.

► Deal size was disclosed for 30% of all announced transactions in Q4 2014.

*Arrows indicate change from previous quarter

▼

▲

▼

▼

▼ ▲

▲


▲

Media, Technology and Telecommunications Industrial Goods and ServicesFinancial Services Retail and Consumer ProductsHealthcare Chemicals, Construction and MaterialsEnergy and Utilities Other Industries

19%

16%

16%11%

9%

9%

3%

17%

39% 30%

26%30%

35% 40%

0%

20%

40%

60%

80%

100%

Q3 14 Q4 14

< CHF 50m CHF 50-250m > CHF 250m


DRAFT

5

Outlook 2015 ► In December, the Swiss State Secretary for Economic Affairs (SECO) published its new growth forecast

for the Swiss economy, predicting a positive development assuming the Euro region continues its gradual recovery. In its forecast, Swiss GDP growth for 2015 is predicted to be 2.1%, slightly above 1.8% for 2014.

► From a monetary policy perspective, the Swiss National Bank took extensive action by introducing negative interest rates on certain types of deposits. This measure aims to keep three-month LIBOR rates within the desired boundaries of -0.75% and 0.25% and maintain the lower CHF/EUR exchange rate limit of 1.20. The Swiss currency recently faced upward revaluation pressure, as investors reacted to crisis surrounding Russia and Greece.

► The outlook on the global economy is mixed, as geopolitical risks continue to exist, especially in regard to the Ukraine crisis, developments in the Middle East and fears around the Eurozone. Most recently the risks associated with a potential recession in Russia further added to the existing uncertainty.

► According to the latest issue of EY’s Capital Confidence Barometer, executives still mostly exhibit confidence in the stability of the global economy and predict growing M&A activity in 2015. Strong equity markets and enhanced corporate earnings have helped to boost the M&A outlook among respondents.

► Overall, the Swiss M&A market is expected to continue its strong performance although it will be tough to beat the record breaking 2014 results. This positive forecast is accompanied by some downside risks, however, mostly associated with global economic and geopolitical developments.


Change in industry multiples from Q3 2014 to Q4 2014

Industry TEV/EBITDA (LTM)

Chemicals, Construction & Materials ▼

Energy & Utilities ▲

Healthcare ▲

Industrial Goods & Services ▼

Media, Technology & Telecomm. ▲

Retail and Consumer Products -

P/E (LTM)

Financial Services ▲

EBITDA = Earnings Before Interest, Taxes, Depreciation and Amortization TEV = Total Enterprise Value LTM = Last Twelve Months P/E = Price-to-Earnings Ratio



DRAFT

69% 67%78% 77% 72%

22% 25% 10% 9% 12%

9% 8% 12% 14% 16%

0%

20%

40%

60%

80%

100%

2010 2011 2012 2013 2014

< EUR 50m EUR 50-250m > EUR 250m

Private equity statistics: Germany, Switzerland and Austria

6

Private equity Q4 2014

► In Q4 2014, 16 private equity (PE) deals were completed in Germany, Switzerland and Austria (GSA). This reflects a decrease of eight deals compared to Q3 2014. At the same time, deal volume of buy-outs and buy-ins in GSA decreased from EUR 4.3b in the previous quarter to EUR 2.0b in Q4 2014.

► Deal volume in Q4 2014 was mainly attributable to the sale of GEA’s heat exchanger business unit to funds advised by Triton for a consideration of EUR 1.3b, which represents the second largest PE transaction completed in GSA in the entire year 2014. The largest PE transaction closed in calendar year 2014 within GSA was Deutsche Telekom’s sale of Scout 24 Holding to Hellmann & Friedmann, a US-based private equity firm with a total enterprise value of EUR 2.0b.

► Average deal size per quarter decreased by nearly 30% compared to the last quarter, falling to EUR 127m. Also, from a year-to-year perspective, average deal volume decreased from EUR 191m in 2013 to EUR 149m in 2014.

► Overall, the transaction volume of EUR 11.3b in calendar year 2014 was 17% below that of 2013, even though the number of completed PE transaction increased from 71 to 76.

► Compared to the rest of Europe, GSA accounted for 12% of all completed PE transactions in 2014, making it the third most active market region after the UK and France. However, GSA contributed only 3% of Europe’s total transaction volume, while the UK accounted for 30%.

► In 2014, PE transactions with a deal volume of less than EUR 50m represented 72% of all PE transactions completed in GSA compared to 77% in 2013. The decrease in low value transactions benefited both mid-market as well as high volume PE transactions, resulting in a contribution increase of three and two percentage points, respectively.

Number and volume of buy-outs and buy-ins completed with targets based in GSA

Number of buy-outs and buy-ins by deal size within GSA (in %)


0

5

10

15

20

25

30

0.00.51.01.52.02.53.03.54.04.55.0

Q4 13 Q1 14 Q2 14 Q3 14 Q4 14

No. o

f buy

-outs

and b

uy-in

s

Deal

volum

e in

EUR

b

Deal volume No. of deals


DRAFT Chemicals, Construction and Materials

7

Relative performance charts

Margins (LTM) * Companies included in the Chemicals, Construction and Materials Index

Legend

EBITDA = Earnings Before Interest, Taxes, Depreciation and Amortization EBIT = Earnings Before Interest and Taxes P/E = Price-to-Earnings Ratio LTM = Last Twelve Months TEV = Total Enterprise Value Rev. = Revenue * = Equally weighted

Chemicals, Construction and Materials Index Swiss SMI Index (value weighted)

AFG Arbonia-Forster-Holding AG Belimo Holding AG Bossard Holding AG Clariant AG Dottikon Es Holding AG EMS-Chemie Holding AG Forbo Holding AG Geberit AG Givaudan AG

Glencore Xstrata Plc Gurit Holding AG Holcim (Schweiz) AG Implenia AG Schmolz + Bickenbach AG Sika AG Syngenta AG

12-month relative performance (in %) * Multiples (LTM) *


1.8x

11.9x

15.6x18.6x

2.9x

11.5x14.2x

20.8x

0x

5x

10x

15x

20x

25x

30x

TEV/Rev. TEV/EBITDA TEV/EBIT P/E

40.7%

14.6%7.7% 7.1%

33.7%

23.1%14.3% 14.2%

0%

10%

20%

30%

40%

50%

60%

70%

80%

Gross margin EBITDA margin Earnings from continuedoperations margin

Net income margin

65%

75%

85%

95%

105%

115%

125%

135%

Dec 13 Jan 14 Feb 14 Mar 14 Apr 14 May 14 Jun 14 Jul 14 Aug 14 Sep 14 Oct 14 Nov 14 Dec 14


DRAFT

Selected key developments

Chemicals, Construction and Materials

8

Selected mergers & acquisitions transactions/private placements

Date Company Event type Headline

10-Dec-14 Geberit AG Business expansion Geberit announced plans to invest CHF 48m (EUR 40m) in the expansion of its logistics site in Pfullendorf, Germany; the expanded site is aimed at meeting the increased requirements for storage, order picking and shipping areas, with completion expected by 2017

08-Dec-14 Belimo Holding AG Executive/ Board change

Belimo announced the resignation of Dr. Jacques Sanche as CEO, effective September 2015; the company has initiated the search for a successor and will communicate the results in due time

25-Nov-14 Glencore Xstrata Plc Strategic alliance Glencore and Peabody Energy agreed to form a 50:50 joint venture for the development of a brownfield open cut coal project in Australia; the combined business is expected to commence operations in mid-2017

17-Nov-14 Givaudan AG Business expansion Givaudan opened its new technical center and regional offices in Dubai, United Arab Emirates; the new facilities will enable the company to increase collaboration with customers, and meet the growing demand for flavors in developing markets

11-Nov-14 Gurit Holding AG Executive/ Board change

Gurit announced the resignation of Markus Knüsli Amacker as CFO, effective May 2015; the company has initiated the search for a successor and will communicate the results in due time

21-Oct-14 Implenia AG Client announcement Implenia received a CHF 93m contract for the construction of a new depot and maintenance center for trams and buses of Geneva Public Transport; the depot will provide garaging on two underground levels, and will be operational by 2019

15-Oct-14 Clariant AG Business expansion Clariant opened its first Regional Innovation Center (RIC) in Mumbai, India; the innovation center will bundle research, application development, analytical laboratories, business functions and technical marketing under one roof

Announcement date Size (CHF m) Percent sought Target Seller Buyer/Investor

22-Dec-14 277 100% Bilfinger Construction Gmbh Bilfinger SE Implenia AG

18-Dec-14 N/A 100% Clariant AG, water treatment business in Argentina, Brazil and Colombia

Clariant AG Ecolab Inc.

08-Dec-14 2,750 52% Schenker-Winkler Holding AG (Sika AG ) Burkard family Compagnie de Saint-Gobain S.A.

05-Nov-14 N/A N/A Josef Rehms GmbH N/A Constellation Capital AG

30-Oct-14 N/A 100% The PNG Balsa Company Ltd. N/A Schweiter Technologies AG

29-Oct-14 71 100% Clariant AG, battery materials business Clariant AG Johnson Matthey plc

14-Oct-14 1,513 100% Sanitec Oyj Various Geberit AG



DRAFT

29.8%

17.0%

-3.3% -3.3%

33.7%23.1%

14.3% 14.2%

-10%0%

10%20%30%40%50%60%70%80%

Gross margin EBITDA margin Earnings fromcontinued operations

margin

Net income margin

Energy and Utilities

9



Margins (LTM) * Companies included in the Energy and Utilities Index


Energy and Utilities Swiss SMI Index (value weighted)

Alpiq Holding AG BKW AG Repower AG

Romande Energie Holding SA Transocean Ltd.

Legend


0.9x

6.7x

12.2x

19.3x

2.9x

11.5x14.2x

20.8x

0x

5x

10x

15x

20x

25x

30x

TEV/Rev. TEV/EBITDA TEV/EBIT P/E65%

75%

85%

95%

105%

115%

125%

135%



DRAFT Energy and Utilities

10




05-Dec-14 Swissgrid AG Fixed-income offering At the extraordinary General Assembly of Swissgrid, shareholders agreed to the proposals of the Board of Directors to increase share capital by CHF 36.3m, as well as to increase conditional capital by CHF 0.6m

03-Dec-14 BKW AG Strategic alliance BKW has increased its product portfolio by entering into a cooperation with Ampard Ltd.; the Ampard energy management system reduces overall costs of battery storage systems

27-Nov-14 Alpiq Holding AG

Client announcement

On behalf of the energy supplier Energie Wasser Bern, Alpiq Prozessautomation AG planned and monitored the modernization of the entire process control system of the Felsenau hydraulic power plant in Berne, Switzerland

03-Nov-14 Alpiq Holding AG Executive/ Board change

Alpiq appointed Thomas Bucher as new CFO, replacing Patrick Mariller, effective April 2015; currently Thomas Bucher is serving as the CFO of Gategroup Holding AG

14-Oct-14 Repower AG Client announcement The Chlus project of Repower to build a new hydroelectric power plant in Graubünden gained the support of all 12 concession-granting municipalities; the plant could contribute 11% to the government’s 2035 target for increasing hydropower generation

09-Oct-14 Repower AG Client announcement Repower received a CHF 0.5m contract from Engadiner Kraftwerke AG for the procurement, engineering and commissioning of the secondary technology, as part of the renewal of the substation Pradella


01-Dec-14 N/A 100% Les Champs aux Chats wind farm, France Ostwind Verwaltungs GmbH IWB Industrielle Werke Basel AG

30-Oct-14 N/A 100% Axpo Kompogas AG Axpo Holding AG Hitachi Zosen Inova AG

27-Oct-14 N/A 51% Visionaire Energy AS Visionaire Invest AS OTI Greentech Group AG

16-Oct-14 N/A 100% Pölzig wind farm, Germany WSB Neue Energien Holding GmbH KKB AG

06-Oct-14 N/A 100% Green Pastures wind project, USA N/A Capital Dynamics AG; Prudential Capital Group



DRAFT Financial Services

11



Margins (LTM) *+ Companies included in the Financial Services Index

Legend

P/BV = Price-to-Book-Value Ratio P/Tang BV = Price-to-Tangible-Book-Value Ratio P/E = Price-to-Earnings Ratio LTM = Last Twelve Months TEV = Total Enterprise Value Rev. = Revenue * = Equally weighted + = Banks only (insurance companies excluded)

Financial Services Index Financial Services Index (previous quarter)

Bâloise Holding AG Bank Coop AG Banque Cantonale Vaudoise SA Cembra Money Bank AG Credit Suisse Group AG EFG International AG GAM Holding AG Glarner Kantonalbank Helvetia Schweizerische Versicherungsgesellschaft AG

Julius Bär Gruppe AG Leonteq AG Liechtensteinische Landesbank AG Partners Group Holding AG St. Galler Kantonalbank AG Swiss Life Holding AG Swiss Reinsurance AG Swissquote Group Holding SA Thurgauer Kantonalbank UBS AG

Valiant Holding AG Vontobel Holding AG VZ Holding AG Zurich Insurance Group AG


2.3x 2.9x

20.1x

1.9x 2.4x

18.0x

0x

5x

10x

15x

20x

25x

30x

P/BV P/Tang BV P/E

15.4% 15.1%

5.5%

16.1% 15.7%

5.2%

0%2%4%6%8%

10%12%14%16%18%

Earnings from continuedoperations margin

Net income margin Return on equity

65%

75%

85%

95%

105%

115%

125%

135%



DRAFT Financial Services

12


11-Dec-14 360 82% Swisscanto Holding AG Several Swiss cantonal banks Zürcher Kantonalbank AG

01-Dec-14 60 100% Centrum Bank Marxer Stiftung für Bankwerte VP Bank

28-Nov-14 N/A 90.2% Banca Arner SA Private individuals IXE Capital AG

21-Nov-14 N/A 100% SCM Strategic Capital Management AG Management Mercer LLC 13-Nov-14 N/A 100% UBS Belgium SA UBS AG Puilaetco Dewaay Private Bankers SA

31-Oct-14 N/A 42% OROX Asset Management SA N/A Edmond de Rothschild (Suisse) SA

21-Oct-14 N/A 100% Aurora National Life Assurance Company Swiss Reinsurance AG Reinsurance Group of America Inc.

06-Oct-14 N/A 100% SUPRA Assurances SA SUPRA Assurances SA Groupe Mutuel SA

06-Oct-14 N/A >50% Banque Pasche AG, Liechtenstein Banque Pasche (Geneva) SA Banque Havilland S.A.




18-Dec-14 Partners Group Holding AG Fixed-income offering Partners Group raised over CHF 963m (USD 1b) for junior debt investments; the Group's eighth and largest mezzanine program will be invested globally on behalf of its clients predominantly in mid-market companies

16-Dec-14 Valiant Holding AG Delisting Valiant’s Board of Directors has decided to delist its shares from the Berne Stock Exchange, effective 31 December 2014; the stock had been listed on SIX and BX Berne since its foundation but for the last two years no shares were traded on the Berne Stock Exchange

16-Dec-14 UBS AG Business reorganization UBS proposed to its shareholders to establish a new holding company “UBS Group” in order to meet regulatory requirements; under the share exchange offer, UBS Group plans to acquire all shares of UBS on a share-for-share basis

11-Dec-14 Leonteq AG Executive/ Board change

Leonteq appointed Yann Besnard, currently Head of White-labeling and Platform Development, to the Executive Committee, and Daniel Cangemi, currently Deputy Head of Risk Control, as the Chief Risk Officer; both appointments will become effective 1 January 2015

12-Nov-14 EFG International AG Executive/ Board change

EFG International appointed Konstantinos Karoumpis as new CEO of its Luxembourg business, effective mid-January 2015; he will replace Francois-Régis Montazel, who will continue to work with EFG Bank (Luxembourg) and will remain on its Board of Directors

10-Nov-14 Thurgauer Kantonalbank Executive/ Board change

Thurgauer Kantonalbank appointed Heinz Huber as new CEO, replacing Peter Hinder who resigned; Heinz Huber was previously serving as Deputy CEO of the company

04-Nov-14 Leonteq AG Strategic alliance Leonteq partnered with DBS in the origination and distribution of equity derivatives structured products; the issuance of products under the new partnership has already started, but full implementation is expected to last 12-18 months



DRAFT Healthcare

13



Margins (LTM) * Companies included in the Healthcare Index

Legend


Healthcare Index Swiss SMI Index (value weighted)

Actelion Ltd. Bachem Holding AG Basilea Pharmaceutica AG COLTENE Holding AG Cytos Biotechnology AG Galenica AG LifeWatch AG Lonza Group AG

Nobel Biocare Holding AG Novartis AG Roche Holding AG Siegfried Holding AG Sonova Holding AG Straumann Holding AG Tecan Group AG Ypsomed Holding AG


3.0x

15.6x

19.3x

24.2x

2.9x

11.5x14.2x

20.8x

0x

5x

10x

15x

20x

25x

30x


48.4%

21.1%

11.1% 11.0%

33.7%

23.1%14.3% 14.2%

0%

10%

20%

30%

40%

50%

60%

70%

80%


Net income margin

65%

75%

85%

95%

105%

115%

125%

135%



DRAFT Healthcare

14


18-Dec-14 368 100% OncoEthix SA Index Ventures; Rothschild Investment Partners; SV Life Sciences and others

Merck & Co. Inc.

18-Dec-14 479 100% Dutalys GmbH N/A Roche Holding AG

02-Dec-14 N/A 100% Ariosa Diagnostics, Inc. Domain Associates LLC; MeriTech Capital Partners; Venrock Capital Partners

Roche Holding AG

28-Nov-14 60 100% Hameln Pharmaceuticals GmbH and Hameln RDS GmbH

Hameln Group GmbH Siegfried Holding AG

18-Nov-14 59 100% Allylix, Inc. Various Evolva Holding SA

06-Nov-14 2,589 100% Siemens AG, audiology solutions business Siemens AG EQT VI; Santo Holding AG

27-Oct-14 262 100% Novartis AG, influenza vaccine business Novartis AG CSL Limited




23-Dec-14 Actelion Ltd. Product-related announcement

Actelion has submitted a New Drug Application (NDA) to the US Food and Drug Administration (FDA) seeking approval for selexipag (Uptravi®) for the treatment of patients with pulmonary arterial hypertension (PAH)

05-Dec-14 Basilea Pharmaceutica AG Product-related announcement

Basilea announced the first commercial launch of its antibiotic Zevtera® in Germany; Zevtera® is a broad-spectrum antibiotic and supports the treatment of bacterial lung infections

02-Dec-14 Actelion Ltd. Product-related announcement

Actelion submitted a centralized marketing authorization application to the European Medicines Agency for selexipag (Uptravi®), which is used for the treatment of pulmonary arterial hypertension; the application is now pending validation

17-Nov-14 Roche Holding AG Product-related announcement

Roche received US Food and Drug Administration approval for Avastin® (bevacizumab), which is used in combination with chemotherapy for the treatment of women with platinum-resistant, recurrent ovarian cancer

04-Nov-14 Molecular Partners AG IPO Molecular Partners completed the listing of its 4.4 million shares on SIX Swiss Exchange at a price of CHF 22.4 per share, representing a post-money market capitalization of approximately CHF 485m on a fully diluted basis

24-Oct-14 Siegfried Holding AG Business expansion Siegfried received operating approval for its new chemical-pharmaceutical production facility located in Nantong, China; it is planned that the new facility will produce its first commercial batch in the second quarter of 2015

23-Oct-14 Straumann Holding AG Executive/ Board change

Straumann announced that the company’s CFO Thomas Dressendörfer has decided to leave the company; Thomas Dressendörfer will be succeeded by Dr. Peter Hackel, currently the CFO of Oerlikon Drive Systems



DRAFT Industrial Goods and Services

15



Margins (LTM) * Companies included in the Industrial Goods and Services Index

Legend


Industrial Goods and Services Index Swiss SMI Index (value weighted)

ABB Ltd. Adval Tech Holding AG Bobst Group SA Bucher Industries AG Burckhardt Compression AG Carlo Gavazzi Holding AG Cicor Technologies Comet Holding AG Dätwyler Holding Inc. DKSH Holding AG Feintool International Holding AG Flughafen Zürich AG

Georg Fischer AG INFICON Holding AG Interroll Holding AG Kaba Holding AG Kardex AG Komax Holding AG Kühne & Nagel International AG LEM Holding AG Looser Holding Meyer Burger Technology AG Mikron Holding AG OC Oerlikon Corporation AG

Panalpina World Transport Holding Ltd. Phoenix Mecano AG Rieter Holding AG Schaffner Holding AG Schindler Holding AG Schweiter Technologies AG SFS Group AG SGS SA Sulzer Ltd. Tornos Holding SA Von Roll Holding AG Walter Meier AG


1.2x

10.5x

15.4x

19.7x

2.9x

11.5x14.2x

20.8x

0x

5x

10x

15x

20x

25x

30x


42.2%

11.9%5.2% 5.5%

33.7%

23.1%14.3% 14.2%

0%10%20%30%40%50%60%70%80%

Gross margin EBITDA margin Earnings fromcontinued operations

margin

Net income margin

65%

75%

85%

95%

105%

115%

125%

135%



DRAFT


Industrial Goods and Services


22-Dec-14 N/A 100% Metro International Trade Services LLC Goldman Sachs Group, Inc. Reuben Brothers SA

11-Dec-14 46 50% Leclanché S.A. Precept Fund Management SPC Oakridge Global Energy Solutions, Inc.

01-Dec-14 N/A 100% Von Roll Holding AG, transformer business unit

Von Roll Holding AG International Transformer AG

24-Nov-14 4,510 100% SIG Combibloc Group AG Reynolds Group Holdings Limited Onex Corporation

03-Nov-14 N/A 100% Keyscan, Inc. N/A Kaba Holding AG

29-Oct-14 N/A 100% Farnair Holding AG Falcon Aviation Group Ltd. ASL Aviation Group

20-Oct-14 N/A 100% Keystone Holdings, Inc. N/A Dätwyler Holding AG

01-Oct-14 N/A 100% Röntgen Technische Dienst NV Applus Services S.A. SGS SA


16


11-Dec-14 OC Oerlikon Corporation AG

Client announcement Oerlikon’s Surface Solutions Segment has been awarded a CHF 90m, 10-year contract by Snecma for the supply of Leading Edge Aviation Propulsion (LEAP) engine components

08-Dec-14 Bucher Industries AG Executive/ Board change

Bucher Industries appointed Dr. Jacques Sanche as new CEO, replacing Philip Mosimann, who will be promoted as new Chairman of the Board of Directors; he is to replace Rolf Broglie, who will leave the company in April 2016

24-Nov-14 Interroll Holding AG Client announcement Interroll signed a supplier agreement with US-based National Presort L.P. to deliver six cross-belt sorters and related conveyor technology from 2015 to 2017 to benefit Brazil Post; the contract is the largest order for sorters that Interroll has realized so far

17-Nov-14 Schindler Holding AG Client announcement Schindler received a contract to supply 75 elevators and 46 escalators for VietinBank's new headquarters in Hanoi, Vietnam; the 300,000 square meters mixed-use project includes office and commercial space and is to be completed by 2017

20-Oct-14 ABB Ltd. Strategic alliance ABB partnered with Vestas to provide electricity for rural communities in Africa; under the agreement, Vestas wind turbines will be combined with ABB microgrid power stabilization solutions to create hybrid systems for remote locations with limited infrastructure

14-Oct-14 Georg Fischer AG Client announcement Georg Fischer announced that its subsidiary Liechti Engineering received a CHF 28m contract for milling machines and related services from an aircraft engine manufacturer; the machines will be used to produce the key rotating elements of the new generation engines

07-Oct-14 Kühne & Nagel International AG

Client announcement Kühne & Nagel signed a supply chain management contract with LOT AMS, to provide logistics support for imports and exports from Europe, Asia and the Americas; the services include equipment delivery, express shipments and special services for dangerous goods



DRAFT Media, Technology and Telecommunications

17



Margins (LTM) * Companies included in the Media, Technology and Telecommunications Index

Legend


Media, Technology & Telecomm. Index Swiss SMI Index (value weighted)

Advanced Digital Broadcast Holdings SA ALSO Holding AG Ascom Holding AG Crealogix Holding AG Goldbach Media AG Huber+Suhner AG Kudelski SA Logitech International SA Micronas Semiconductor Holding AG

Myriad Group AG Orell Füssli Holding AG PubliGroupe SA Swisscom AG Swisslog Holding AG Tamedia AG Temenos Group AG u-blox Holding AG


1.2x

9.7x

12.9x

20.2x

2.9x

11.5x14.2x

20.8x

0x

5x

10x

15x

20x

25x

30x


34.8%

11.0%2.8% 2.2%

33.7%

23.1%14.3% 14.2%

0%

10%

20%

30%

40%

50%

60%

70%

80%


Net income margin

65%

75%

85%

95%

105%

115%

125%

135%



DRAFT Media, Technology and Telecommunications



18-Dec-14 2,800 100% Orange Communications SA Apax Partners LLP NJJ Capital

09-Dec-14 N/A 100% Veltigroup SA N/A Swisscom AG

02-Dec-14 N/A 100% lesswire AG, short range modules business lesswire AG u-blox Holding AG

18-Nov-14 364 100% Hanley Wood Exhibitions, Inc. Hanley Wood, LLC Informa plc

13-Nov-14 N/A 51% Doodle AG Founders; Innovationsstiftung der Schwyzer Kantonalbank

Tamedia AG

03-Nov-14 60 54% Advanced Digital Broadcast Holdings SA N/A 4T S.A.

31-Oct-14 132 100% WISeKey SA Wisetrust S.A.; J. Câmara & Irmãos S/A Garnero Group Acquisition Company


18


02-Dec-14 Kudelski SA Strategic alliance Kudelski signed a multi-year patent license agreement with VEVO LLC, a music, video and entertainment platform provider; this agreement provides VEVO with a license to the Kudelski Group’s patent portfolio, subject to certain limitations

01-Dec-14 Myriad Group AG Product-related announcement

Myriad announced that its group chat and community platform msngr, has integrated its Content Channel service with Hootsuite, the world’s most widely used social relationship platform; this is to enable brands to connect with 18-25 year olds across Latin America

25-Nov-14 Huber+Suhner AG Client announcement Huber+Suhner has been officially approved as the cable supplier for Ford vehicles; the approval will enable Ford's customers to use the company’s products in all Ford models worldwide without any additional cable verification

13-Nov-14 Ascom Holding AG Client announcement Ascom has been chosen to provide the Swedish National Courts Administration with Ascom’s IP-DECT platform; Ascom’s platform enables messages and alarms to and from security personnel’s IP-DECT telephones

06-Nov-14 u-blox Holding AG Product-related announcement

u-blox launched EVA-M8M, the world’s smallest commercially available GNSS module, which can track any two GNSS systems simultaneously and output a GNSS position up to 18 Hz; the new module is best suited for industrial and wearable devices

30-Oct-14 Advanced Digital Broadcast Holdings SA

Strategic alliance ADB entered into a co-operation agreement with iQor to provide after sales services related to repair, refurbishment, testing and spare part fulfillment

30-Oct-14 Temenos Group AG Product-related announcement

Temenos launched its Connect Mobile Banking (TCMB) solution for retail banks; the multi-device banking solution is based on user experience platform (UXP) and offers advantages by overcoming limitations of distributing to multiple devices and app stores



DRAFT Retail and Consumer Products

19



Margins (LTM) * Companies included in the Retail and Consumer Products Index

Legend


Retail and Consumer Products Index Swiss SMI Index (value weighted)

ARYZTA AG Barry Callebaut AG Bravofly Rumbo Group N.V. Calida Holding AG Charles Vögele Holding AG Compagnie Financière Richemont SA Dufry AG Emmi AG

Hügli Holding AG Kuoni Reisen Holding AG Metall Zug AG Mobilezone Holding AG Nestlé SA Orior AG Swatch Group AG Valora Holding AG


1.3x

10.0x

14.7x17.7x

2.9x

11.5x14.2x

20.8x

0x

5x

10x

15x

20x

25x

30x


42.7%

12.2%6.2% 6.0%

33.7%

23.1%14.3% 14.2%

0%

10%

20%

30%

40%

50%

60%

70%

80%


Net income margin

65%

75%

85%

95%

105%

115%

125%

135%



DRAFT Retail and Consumer Products

20



16-Dec-14 115 100% lastminute.com plc Sabre Corporation BravoFly Rumbo Group N.V.

10-Dec-14 7 100% Urban Jürgensen S.A. N/A Group of Danish private investors

01-Dec-14 N/A 100% Emmi Penn Yan LLC Emmi AG KanPak LLC

19-Nov-14 106 100% Cilag GmbH International, benecol business in UK, Ireland and Belgium

Cilag GmbH International Raisio plc

13-Nov-14 58 100% Peter Lehmann Wines Ltd. Hess Group Australia Pty Ltd; Margaret Lehmann and others

Casella Wines Pty Limited

10-Nov-14 132 100% Naville (LS Distribution Suisse SA) Lagardère Services SAS; Tamedia Publications Romandes S.A.

Valora AG

03-Oct-14 N/A 100% Steg Electronics AG N/A PCP.CH AG



16-Dec-14 Emmi AG Executive/ Board change

Emmi proposed to elect Franz Steiger as new member of the Board of Directors, replacing Hans Herzog; Franz Steiger is a master farmer and expert in Swiss agricultural policy

02-Dec-14 Barry Callebaut AG Business expansion Barry Callebaut opened its first chocolate factory in Paine, Chile, with an initial annual production capacity of around 25,000 tons of liquid chocolate and compound; the expansion is expected to further strengthen its position in Latin America

10-Nov-14 Barry Callebaut AG Business expansion Barry Callebaut announced an investment of CHF 27.4m (EUR 22.8m) for two additional production lines of chocolate manufacturing in Lodz, Poland; the new production lines will create 80 additional jobs over the next two years

05-Nov-14 Nestlé SA Product-related announcement

Nestlé launched Gluten Free Corn Flakes, its first gluten-free breakfast cereal in Europe; the company plans to launch new products in line with other cereal offerings during next year in France, Germany and Switzerland

23-Oct-14 Dufry AG Client announcement Dufry received a concession agreement from Kenya Airports Authority for the development and management of 751 square meters retail space including duty free stores, at Jomo Kenyatta International Airport until 2024

22-Oct-14 Orior AG Executive/ Board change

Orior appointed Daniel Lutz as new CEO, effective February 2015; until then Bruno de Gennaro will lead the group on an ad interim basis; Daniel Lutz is currently serving as the Managing Director of Nestlé Food and Beverage in the Greater China Region

15-Oct-14 Nestlé SA Business expansion Nestlé partnered with SCR Engineering Ltd for its new project in China, the Nestlé Dairy Farm Institute (DFI); the DFI will be an educational center for dairy professionals and other students



DRAFT

1.8x

2.9x

0x

1x

2x

3x

4x

5x

TEV/ Rev.Chemicals, Construction and Materials Swiss Market Index

1.7x

Implied Enterprise Value multiples

11.9x 11.5x

0x

4x

8x

12x

16x

20x

TEV/EBITDAChemicals, Construction and Materials Swiss Market Index

11.8x

Implied Enterprise Value multiples

1

2

3 4

80%

90%

100%

110%

120%

130%

140%

150%

160%

Dec-13 Jan-14 Feb-14 Mar-14 Apr-14 May-14 Jun-14 Jul-14 Aug-14 Sep-14 Oct-14 Nov-14 Dec-14

Swiss Market Index Geberit Sanitec

Deal rationale

► Geberit and Sanitec are considered complementary with regard to their product offerings of behind-the-wall technology and in-front-of-the-wall products, respectively.

► The transaction is expected to strengthen Geberit’s position as a multi-brand company and expand its customer base through direct access to end users via Sanitec’s showrooms and established regional brands.

► Potential synergies of ~CHF 55m per annum at EBIT level are expected to be realized in the medium term, by implementing continuous productivity improvements and a lean functional organization structure.

21

Transaction overview

Deal summary

On 14 October 2014, Geberit announced its offer to acquire up to 100% in Sanitec at a price of SEK 97 per share, corresponding to a total transaction value of CHF1.4b. The offer’s acceptance period lasts from 17 November 2014 to 22 December 2014. Sanitec’s two major shareholders, EQT Partners and Zeres Capital, hold a combined stake of 25.5% and gave their irrevocable undertakings to accept the offer. However, the transaction is subject to clearance from relevant merger control authorities. Sanitec shares are planned to be delisted from the Stockholm Stock Exchange following a successful completion of the transaction.

Sanitec is a producer and supplier of bathroom ceramics based in Finland. The company employs 6,200 people, with net sales of ~CHF 850m in 2013. Based on 2013 figures, a combined entity would generate sales of ~CHF 2.9b and operating profit of ~CHF 600m.

Relative stock performance (in %)

Deal timeline Consideration details

# Date Event 1 10-Dec-13 Sanitec was listed on Stockholm Stock Exchange

2 14-Oct-14 Geberit announced its offer to acquire up to 100% in Sanitec

3 17-Nov-14 Start of offer acceptance period

4 22-Dec-14 End of offer acceptance period

EBITDA = Earnings before Interest, Tax, Depreciation and Amortization LTM = Last Twelve Months Rev. = Revenue TEV = Total Enterprise Value

Valuation analysis (LTM)

Deal of the quarter


Net transaction value (CHF m) 1,446

Implied enterprise value (CHF m) 1,446

% sought 100%

Total cash 100%

Total stock -


DRAFT

Date Day Time Event topic Host Location

06-Feb-2015 Friday 09.00 – 17.00 Financial Modeling in Excel (D) EY Basel

13-Feb-2015 Friday 09.00 – 17.00 Mergers & Acquisitions (D) EY Basel

17-Apr-2015 Friday 09.00 – 17.00 Mergers & Acquisitions (D) EY Zurich

24-Apr-2015 Friday 09.00 – 17.00 Valuation (D) EY Zurich

08-May-2015 Friday 09.00 – 17.00 Financial Modeling in Excel (D) EY Zurich

Event calendar

22

Events from January to April 2015

Upcoming EY corporate finance seminars*

D = German; E = English * Registration details can be found on page 25.

Date Day Time Event topic Host Location

14-Jan-2015 Wednesday 13.00 – 21.30 Swiss CFO Day 2015 CFO Forum Schweiz Zug

09-Feb-2015 Monday 13.00 – 18.00 EcoOst – das Symposium IHK St. Gallen-Appenzell St. Gallen

03-Mar-2015 Tuesday 11.30 – 14.00 CEO Luncheon with Riccardo Braglia, CEO, Helsinn Holding Swiss-American Chamber of Commerce Lugano

17-Mar-2015 Tuesday 14.00 – 18.00 49th Swiss Venture Day CTI Invest Zurich

18/19-Mar-2015 Wednesday/Thursday All day EVCA Investors’ Forum EVCA Geneva

20-Mar-2015 Friday 11.30 – 14.00 CEO Luncheon with Inga Beale, CEO, Lloyd’s Swiss-American Chamber of Commerce Zurich

10-Apr-2015 Friday All day 5th Swiss Private Equity Conference SPEC Zurich



DRAFT EY selection of M&A opportunities

Mergers & Acquisitions Quarterly Switzerland – Q4 2014 23

* Deal size is available upon request.

Note: A high number of additional local and global opportunities are available upon request.

Selected M&A opportunities

* Deal size is available upon request.

Note: A high number of additional local and global opportunities are available upon request.

Industry Region Transaction (sale of)/private placement Project Approx. deal size (in USD m)

<50 50-150 >150

Chemicals, Construction and Materials Asia Specialty chemicals company suited for a strategic investor Pumpkin * * *

Chemicals, Construction and Materials Europe Company specialized in engineered clay-based additives for food-packaging applications Nano √

Chemicals, Construction and Materials Europe Zinc and lead miner and concentrates producer Tiger √

Energy and Utilities Africa Onshore farm-in opportunity in West Africa utilizing two hydrocarbon basins Spring √

Energy and Utilities Europe Onshore oil discovery in Mediterranean Sea seeking farm-in partner Olive √

Energy and Utilities Europe Renewable energy developer, EPC and O&M operator Discovery √

Healthcare Europe Vaccine business Saturn 1 √

Healthcare Europe Company that develops and sells diagnostic products Saturn 2 √

Healthcare Europe Supplier of software systems to intensive care units in hospitals Cleveland √

Healthcare Middle East Healthcare services provider specialized in diagnostics and preventive medicine Dayton √

Industrial Goods and Services Asia Manufacturer of automotive graphics Vista √

Industrial Goods and Services Asia Rigid plastic packaging company Shield √

Industrial Goods and Services Europe Car parts process control and inspection system manufacturer Marie √

Industrial Goods and Services Europe Composite materials producer for the construction as well as the oil and gas industry Mars √

Industrial Goods and Services Europe Manufacturer of aluminum automotive parts Dyna √

Media, Technology and Telecomm. Africa Capital raise to develop a leading 4G mobile operator Centurion √

Media, Technology and Telecomm. Europe Emerging markets IT services provider (operations in Russia, LATAM and APAC regions) Cloud √

Media, Technology and Telecomm. Europe Audiovisual industrial complex including a film school Illumination √

Media, Technology and Telecomm. Middle East Mobile marketing and optimization company Click √

Retail and Consumer Products Asia Ayurvedic hair products Hair √

Retail and Consumer Products Europe Fashion franchising business of a worldwide brand Turin √


DRAFT Your EY M&A Advisory team in Switzerland

24

Stefan Rösch-Rütsche Partner | Head M&A Advisory Phone +41 58 286 85 36 Mobile +41 58 289 64 33 Email [email protected]

Require assistance in finding targets?

Our sophisticated, global network gives us direct access to highly qualified sector experts and potential buyers and sellers. We are looking forward to discussing your acquisition profile and identifying potential acquisition targets for you.

If you would like to benefit from this offering, please do not hesitate to contact us.

Christian SieberSenior Manager +41 58 286 32 99 +41 58 289 32 99 [email protected]

Sabrina Zahn Senior Manager +41 58 286 32 86 +41 58 289 32 86 [email protected]

Thomas KorzecManager +41 58 286 37 91 +41 58 289 37 91 [email protected]



DRAFT

Name Kathrin Wagenhofer Ernst & Young Ltd Maagplatz 1 8010 Zurich Phone +41 58 286 30 79 Fax +41 58 286 30 04 [email protected]

Company name

Address

Postal code, city

Email

Subscription/Registration form

25

Subscription to Mergers & Acquisitions Quarterly Switzerland

If you would like to receive this publication on a regular basis, please fill out the form below and return it to Kathrin Wagenhofer or contact her directly. The subscription is free of charge and can be canceled at any time.

Registration for EY seminars

If you would like to register for or receive more information regarding our Mergers & Acquisitions, Valuation or Financial Modeling seminars, please fill out the form below and return it to Kathrin Wagenhofer or contact her directly.

□ Yes, I would like to receive more information on the following seminar(s)

□ Yes, I would like to register for the following seminar(s) □ Financial Modeling (06-Feb-2015, BA, D, *) □ M&A (13-Feb-2015, BA, D, *) □ M&A (17-Apr-2015, ZH, D, *) □ Valuation (24-Apr-2015, ZH, D, *) □ Financial Modeling (08-May-2015, ZH, D, *)

Legend: ZH = Zurich, GE = Geneva, BA = Basel; D = German, E = English; * = Seminar fee CHF 1,200

□ Yes, I would like to receive EY’s Mergers & Acquisitions Quarterly on a regular basis

□ electronically via email □ as a hardcopy via Swiss Post

Name Kathrin Wagenhofer Ernst & Young Ltd Maagplatz 1 8010 Zurich Phone +41 58 286 30 79 Fax +41 58 286 30 04 [email protected]

Company name

Address

Postal code, city

Email



DRAFT About the M&A Quarterly Switzerland

26

General information

► The information in this booklet is based on data provided by S&P Capital IQ, other external data providers as well as EY research.

► While we have carefully selected and reviewed the data, M&A statistics are strongly dependent on the source providers. We do not assume any liability for the accuracy of the information provided. Statistics presented in this booklet should only be regarded as estimates.

Transaction criteria

For the purposes of this booklet, transactions were defined by the following criteria:

► Swiss-based seller, buyer or target.

► Announcement in a given quarter, but transaction might have not yet closed.

► Minority or majority stakes, as long as change of control results from the transaction.

Furthermore, transactions were:

► Included irrespective of their size, including deals with undisclosed transaction volume.

► Allocated to the respective industry based on the target’s industry classification.

► Included if announced by and valued using market data as of 24 December 2014.

► Sourced from S&P Capital IQ, other external data providers and EY Research.


EY | Assurance | Tax | Transactions | Advisory

About the global EY organization

The global EY organization is a leader in assurance, tax, transaction and advisory services. We leverage our experience, knowledge and services to help build trust and confidence in the capital markets and in economies all over the world. We are ideally equipped for this task – with well trained employees, strong teams, excellent services and outstanding client relations. Our global purpose is to drive progress and make a difference by building a better working world – for our people, for our clients and for our communities.

The global EY organization refers to all member firms of Ernst & Young Global Limited (EYG). Each EYG member firm is a separate legal entity and has no liability for another such entity’s acts or omissions. Ernst & Young Global Limited, a UK company limited by guarantee, does not provide services to clients.

For more information, please visit www.ey.com.

EY’s organization is represented in Switzerland by Ernst & Young Ltd, Basel, with ten offices across Switzerland, and in Liechtenstein by Ernst & Young AG, Vaduz. «EY» and «we» refer to Ernst & Young Ltd, Basel, a member firm of Ernst & Young Global Limited.

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