mergers & acquisitions quarterly switzerland - ey · pdf file3 09-feb-15 infront sports...

First quarter 2015

April 2015 edition

Mergers & Acquisitions Quarterly Switzerland

All rights reserved — EY 2015

DRAFTContents

1

1. Introduction 2

2. Swiss M&A market Q1 2015 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. Contacts 24

9. Subscription/Registration form 25

Mergers & Acquisitions Quarterly Switzerland – Q1 2015


DRAFTIntroduction

2

Dear Reader

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

On our own behalf, we are happy to announce that Ronald Sauser, former CEO of Leonardo & Co. AG Investment Bank and his experienced team have joined EY and will strengthen the Swiss M&A practice. The merger of both teams will drive forward EY’s growth strategy and demonstrates EY’s continued focus on providing exceptional services to our clients.

On 15 January 2015, the Swiss market was taken by surprise by the Swiss National Bank’s announcement to abandon the CHF/EUR exchange rate floor, which was followed by an immediate and strong appreciation of the Swiss Franc. Since then, the Swiss Franc has remained close to parity with the Euro, a development that has occupied management teams across all sectors, especially in regards to export-oriented companies.

Based on M&A activity in Q1 2015, the SNB’s decision had a negative effect on the Swiss M&A market, as the number of transactions and total deal volume decreased significantly compared to previous quarters.

Although several studies had forecast an exceptional M&A performance for 2015, the SNB’s decision to abandon the exchange rate floor against the Euro caused the outlook on M&A activity to become more cautious. This is underpinned by this quarter’s rather weak development. However, as several factors come into play, the long-term effects of the SNB decision remain to be seen.

The next edition of our Mergers & Acquisitions Quarterly Switzerland will be available in July 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



DRAFTSwiss M&A market Q1 2015 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 Q1 2015

► In the first quarter of 2015, the number of announced transactions decreased to 137 deals compared to 158 deals in the previous quarter, representing a decline of 13%.

► In terms of volume, the Swiss M&A market also recorded a decrease with disclosed deal volume totaling CHF 16.1b, which is significantly lower than the CHF 24.3b achieved in the last quarter. From a historical perspective as well, this quarter’s deal volume is below the average quarterly value of 21.3b since 2007.

► Total disclosed deal volume for the first quarter can largely be attributed to the transaction announced between Holcim, Lafarge and CRH, which totaled CHF 6.8b. Despite recent uncertainty as to whether the Holcim-Lafarge mega-deal would go ahead, divestments due to regulatory restrictions are still being announced. The CRH deal along with the other top five transactions of the quarter contributed 76% of the total disclosed transaction value.

► The SMI gained 13.4% over the last twelve months, showing a positive performance across all sectors, except Energy and Utilities, which continued to decline. Compared to the twelve-month period ended last quarter, i.e. 31 December 2014, the SMI witnessed a slight improvement in performance with an increase of 2.1 percentage points.

► Media, Technology and Telecommunication displayed the strongest industry performance with an improvement of 28.5% over the last twelve months. This represents approximately 2.1 times the SMI performance.

Rank Announcement date Target Acquirer SellerDeal volume

(in CHF m)1 02-Feb-15 Holcim AG and Lafarge S.A.,

cement assetsCRH plc Holcim AG; Lafarge S.A. 6,825

2 28-Jan-15 TE Connectivity, telecom, enterprise and wireless business

CommScope Holding Company, Inc.

TE Connectivity Ltd. 2,765

3 09-Feb-15 Infront Sports & Media AG Dalian Wanda Group Corporation Ltd.

Bridgepoint Advisers Limited 1,099

4 12-Jan-15 Foundation Medicine, Inc. Roche Holding AG Kleiner Perkins Caufield & Byers; Third Rock Ventures, LLC; Google Ventures

1,047

5 16-Jan-15 Trophos SA Roche Holding AG Turenne Capital Partenaires; Sofipaca SCR; Amundi Private Equity Funds and others

462

The five largest transactions in 2015


(40%)

(30%)

(20%)

(10%)

0%

10%

20%

30%

40%

Media,Technology &

Telecom

Healthcare FinancialServices

Chemicals,Construction& Materials

IndustrialGoods &Services

Retail & ConsumerProducts

Energy & Utilities

SMI

0

30

60

90

120

150

180

0102030405060708090

Q1 14 Q2 14 Q3 14 Q4 14 Q1 15

No. o

f dea

ls

Deal

volum

e in

CHF

b

Volume No. of deals


DRAFT

26%

20%

15%

7%

7%

6%2%

17%

Transactions by industry

► In the first quarter of 2015, Media, Technology and Telecommunications was the most active sector in Switzerland, contributing 35 transactions or 26% of the total 137 deals announced. This is an increase of seven percentage points compared to last quarter.

► Furthermore, Media, Technology and Telecommunications accounted for two of the top five transactions measured by deal value, namely the acquisition of TE Connectivity’s telecom, enterprise and wireless business by CommScope for CHF 2.8b and the acquisition of Infront Sports & Media by the Dalian Wanda Group for CHF 1.1b.

► After closing 2014 as the most active sector in Switzerland, Industrial Goods and Services ranked number two with 20% of transactions in Q1 2015. However, this represents an increase of five percentage points compared to the previous quarter.

► The Retail and Consumer Products sector recorded the third-largest number of transactions, with an increase in the percentage of deals from 11% in the previous quarter to 15% in the first quarter of 2015.

4

Number of Swiss M&A transactions by industry in Q1 2015 (in %)

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

Swiss M&A market Q1 2015 and outlook 2015

Transactions by size

► In the first quarter of 2015, the number of deals in the mid-market remained largely constant, while the small market with deal size less than CHF 50m showed a significant increase from 30% to 49%.

► With a share of 19%, the large transaction segment was below its historical performance.

► Media, Technology and Telecommunications had a dominant position in Switzerland’s large transactions market representing approximately 38% of all deals with deal size above CHF 250m.

► Deal size was disclosed in 31% of all announced transactions in Q1 2015.

*Arrows indicate change from previous quarter

▲

▲

▼

▼

▲

▲

▼


Media, Technology and TelecommunicationsRetail and Consumer ProductsFinancial ServicesEnergy and Utilities

Industrial Goods and ServicesHealthcareChemicals, Construction and MaterialsOther Industries

▼

30%49%

30%

32%

40%19%

0%

20%

40%

60%

80%

100%

Q4 14 Q1 15

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


DRAFT

5

Outlook 2015 ► On 15 January 2015, the Swiss National Bank (SNB) announced its decision to abandon the CHF/EUR

exchange rate floor and increased negative interest rates on deposits to a range between -1.25% and -0.5%. Following this announcement, the Swiss currency immediately appreciated by ~20% and has since then remained close to parity with the Euro.

► The Swiss National Bank made its decision public shortly before the European Central Bank (ECB) announced an extended program, including monthly purchases of assets for EUR 60b until September 2016, with the aim to stabilize the Euro and allowing inflation in the Euro zone to increase to 2%.

► Due to the “franc shock” the Swiss State Secretary for Economic Affairs (SECO) adjusted its GDP growth forecast for 2015 from 2.1% down to 0.9%, while the economic research institute KOF most recently predicted a growth of 0.2%. However both institutions stress the high uncertainty associated with forecasting the effects of the “franc shock” on the Swiss economy and the limited experience with negative interest rate environments in Switzerland.

► According to the latest EY Global Corporate Divestment Study published in March 2015, the value of global divestments has increased by 80% since 2009. Companies more frequently utilize divestment strategies to optimize their portfolio performance and fund new growth opportunities. This trend is expected to continue as 54% of all questioned executives expect an increase in the number of willing strategic sellers and 46% expect an increase in distressed sales.

► Although several studies had forecast a record-braking year for Swiss M&A activity in 2015, board room priorities have shifted due to the unexpected decision by the SNB to abandon the EUR/CHF exchange rate floor. On the one hand, the purchasing power of Swiss companies looking for acquisitions abroad has increased as a result. On the other hand, management teams are occupied with operational improvements, especially where production cannot be shifted to foreign countries. Based on figures for Q1 2015, the SNB decision had a negative impact on Swiss M&A activity. However, the long-term effect remains to be seen.

Swiss M&A market Q1 2015 and outlook 2015

Change in industry multiples from Q4 2014 to Q1 2015

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 AmortizationTEV = Total Enterprise ValueLTM = Last Twelve MonthsP/E = Price-to-Earnings Ratio



DRAFTPrivate equity statistics: Germany, Switzerland and Austria

6

Private equity Q1 2015

► In Q1 2015, 25 private equity (PE) deals were closed in Germany, Switzerland and Austria (GSA). This constitutes an increase of 9 transactions compared to Q4 2014. At the same time, deal volume of buy-outs and buy-ins in GSA increased significantly from EUR 2.0b in the previous quarter to EUR 10.9b in Q1 2015.

► This quarter’s deal volume of EUR 10.9b almost equals total deal volume in the entire year 2014 of EUR 11.3b and was mainly attributable to three mega deals. The acquisition of RWE Dea by LetterOne for a consideration of EUR 4.5b, the acquisition of SIG Combibloc by Onex for EUR 3.8b and the sale of Orange by Apax Partners for EUR 2.3b.

► Each one of these three PE transactions in Q1 2015 outranks the largest PE transaction closed in 2014 in the German-speaking region: the sale of Scout 24 Holding by Deutsche Telekom for a deal value of EUR 2.0b.

► The last time this publication reported a comparable total deal volume in a single quarter was Q3 2013, when total deal volume of PE transactions amounted to EUR 9.0b.

► In the first quarter of 2015, the share of large PE transactions with a deal volume of more than EUR 250m increased significantly, as 50% of all PE transactions in GSA exceeded EUR 250m compared to 16% in 2014.

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

2

4

6

8

10

Q1 14 Q2 14 Q3 14 Q4 14 Q1 15

No. o

f buy

-outs

and b

uy-in

s

Deal

volum

e in E

UR b

Deal volume No. of deals

67%78% 77% 72%

17%

25% 10% 9% 12%

33%

8% 12% 14% 16%

50%

0%

20%

40%

60%

80%

100%

2011 2012 2013 2014 2015

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

*2015 figures are for the first three months only


DRAFTChemicals, 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 AmortizationEBIT = Earnings Before Interest and TaxesP/E = Price-to-Earnings RatioLTM = Last Twelve MonthsTEV = Total Enterprise ValueRev. = Revenue* = Equally weighted

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

AFG Arbonia-Forster-Holding AGBelimo Holding AGBossard Holding AGClariant AGDottikon Es Holding AGEMS-Chemie Holding AGForbo Holding AG Geberit AG Givaudan AG

Glencore Xstrata PlcGurit Holding AGHolcim (Schweiz) AGImplenia AGSchmolz + Bickenbach AGSika AGSyngenta AG

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


1.7x

11.7x

15.9x

22.8x

3.0x

10.5x12.9x

20.7x

0x

5x

10x

15x

20x

25x

30x

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

39.0%

14.8%7.9% 7.7%

34.2%

23.4%15.2% 14.7%

0%

10%

20%

30%

40%

50%

60%

70%

80%

Gross margin EBITDA margin Earnings from continuedoperations margin

Net income margin

60%

70%

80%

90%

100%

110%

120%

130%

Mar 14 Apr 14 May 14 Jun 14 Jul 14 Aug 14 Sep 14 Oct 14 Nov 14 Dec 14 Jan 15 Feb 15 Mar 15


DRAFT

Selected key developments

Chemicals, Construction and Materials

8

Selected mergers & acquisitions transactions/private placements

Date Company Event type Headline18-Mar-15 Clariant AG Product-related

announcementClariant announced that its Heat Generating Material (HGM) for Catofin processes demonstrated excellent performance at the firstpropane dehydrogenation plant to use it; HGM is designed to increase yield, save energy and reduce emissions

03-Mar-15 Syngenta AG Fixed-income offering Syngenta announced the successful issue of a CHF 534m (EUR 500m) eurobond with a maturity of 12.5 years and a coupon rate of 1.25%; the issue received a positive market reception and the proceeds will provide for Syngenta's funding requirement

17-Feb-15 Clariant AG Executive/Board change

Clariant proposed to appoint Susanne Wamsler to the Board of Directors as successor to Dr. Dolf Stockhausen; the new appointmentwould enable a continued representation of the former family shareholders of Süd-Chemie AG in Clariant

12-Feb-15 Gurit Holding AG Business reorganization Gurit announced the merger of its Engineered Structures and Automotive divisions to form a single composite components business unit focused on land transportation component applications in the premium automotive, bus and rail markets

10-Feb-15 Clariant AG Product-related announcement

Clariant announced the global availability of it´s new product line MEVOPUR color masterbatches and compounds; MEVOPUR products cater to the needs of the pharmaceutical market, and are free of animal-derived ingredients, phthalates or heavy-metal pigments

06-Feb-15 Belimo Holding AG Executive/Board change

Belimo appointed Lars van der Haegen as new CEO replacing Jacques Sanche, effective 1 July 2015; Lars van der Haegen has been with Belimo for 15 years; his last position was Head of the American division

15-Jan-15 Schmolz + Bickenbach AG Executive/Board change

Schmolz + Bickenbach appointed Matthias Wellhausen as the new Group CFO effective 1 April 2015; prior to this, Matthias Wellhausen held various CFO positions in the Arcelor Mittal Group since 1996, and served IBM for 10 years in various management positions

15-Jan-15 Gurit Holding AG Client announcement Gurit received a CHF 30m contract on a multi-annual basis, for the supply of carbon-fiber based automotive body panels; the new project will begin during the fourth quarter of 2015 and utilize Gurit's existing open mold manual and its new press technology

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

19-Mar-15 N/A 100% INEOS AG, remedy business INEOS AG International Chemical Investors S.E.

17-Mar-15 N/A 100% Axson Technologies SA BSR Group Sika AG

02-Mar-15 N/A 100% BMI Products of Northern California Inc. N/A Sika AG

02-Feb-15 6,825 100% Holcim AG and Lafarge S.A., cement assets Holcim AG; Lafarge S.A. CRH plc

16-Jan-15 N/A 100% Aerochem AB N/A Clariant AG

12-Jan-15 N/A 50% Companhia Brasileira de Bentonita Geologia e Sondagens S/A Clariant AG



DRAFTEnergy and Utilities

9



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


Energy and UtilitiesSwiss SMI Index (value weighted)

Alpiq Holding AGBKW AGRepower AG

Romande Energie Holding SATransocean Ltd.

Legend


0.9x

6.1x

11.2x 12.1x

3.0x

10.5x12.9x

20.7x

0x

5x

10x

15x

20x

25x

30x


31.6%

19.2%

-3.9% -3.8%

34.2%

23.4%15.2% 14.7%

-10%

0%

10%

20%

30%

40%

50%

60%

70%

80%

Gross margin EBITDA margin Earnings fromcontinued operations

margin

Net income margin

60%

70%

80%

90%

100%

110%

120%

130%



DRAFTEnergy and Utilities

10



Date Company Event type Headline

18-Mar-15 Repower AG Fixed-income offering Repower announced the successful placement of a 12-year CHF 37.3m (EUR 35m) registered bond on 18 March 2015; the proceeds will be used to refinance investments in the Euro zone

09-Mar-15 Alpiq Holding AG Business expansion Alpiq announced the formation of Swiss Decommissioning AG based in Olten/SO; Swiss Decommissioning will offer integrated solutions for the post-operation and dismantling of nuclear installations, as well as for radiation protection and decontamination

15-Feb-15 Transocean Ltd. Executive/Board change

Transocean announced that Steven Newman stepped down as President, CEO & Director, effective 16 February 2015; Ian Strachan, currently Chairman of the Board, will serve the company as interim CEO, until a permanent replacement is found

06-Feb-15 Alpiq Holding AG Executive/Board change

Alpiq announced the nomination of Jens Alder as the new Chairman at the Annual General Meeting to be held on 30 April 2015, replacing Hans E. Schweickardt; previously Jens Alder worked at Alcatel as Head of the Telecommunication department

05-Feb-15 Alpiq Holding AG Strategic alliance Alpiq announced the joint development with Siemens, Swisscom and Zurich Insurance, of a Swiss-wide access and accounting system for battery charging stations in Switzerland; the new system will be made operational at the earliest by mid-2015

20-Jan-15 Repower AG Business expansion Repower has signed a contract with GE and Iberdrola for the development of a cogeneration plant in Germany; Repower chose GE forthe supply of its 9HA gas turbine and Iberdrola as an Engineering, Procurement and Construction (EPC) contractor



20-Mar-15 N/A 100% Alpiq Hydro Ticino SA Alpiq Holding AG Azienda Elettrica Ticinese

10-Feb-15 N/A 100% Gekol Mineralölhandel Gmbh & Co. N/A Varo Energy Holdings SA


DRAFTFinancial Services

11



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

Legend

P/BV = Price-to-Book-Value RatioP/Tang BV = Price-to-Tangible-Book-Value RatioP/E = Price-to-Earnings RatioLTM = Last Twelve MonthsTEV = Total Enterprise ValueRev. = Revenue* = Equally weighted+ = Banks only (insurance companies excluded)

Financial Services IndexFinancial Services Index (previous quarter)

Bâloise Holding AGBank Coop AGBanque Cantonale Vaudoise SACembra Money Bank AGCredit Suisse Group AGEFG International AGGAM Holding AGGlarner KantonalbankHelvetia SchweizerischeVersicherungsgesellschaft AG

Julius Bär Gruppe AGLeonteq AGLiechtensteinische Landesbank AGPartners Group Holding AGSt. Galler Kantonalbank AG Swiss Life Holding AGSwiss Reinsurance AG Swissquote Group Holding SAThurgauer KantonalbankUBS AG

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


2.1x 2.7x

19.0x

2.3x 2.9x

20.1x

0x

5x

10x

15x

20x

25x

30x

P/BV P/Tang BV P/E

14.9% 14.5%

6.7%

15.4% 15.1%

5.5%

0%2%4%6%8%

10%12%14%16%18%

Earnings from continuedoperations margin

Net income margin Return on equity

60%

70%

80%

90%

100%

110%

120%

130%



DRAFTFinancial Services

12


25-Mar-15 N/A 60% TwentyFour Asset Management Private individuals Vontobel Asset Management

06-Mar-15 N/A N/A Swisspartners Investment Network Ltd. Liechtensteinische Landesbank AG Management

04-Mar-15 N/A 100% Compagnie Européenne d’Assurance des Marchandises et des Bagages S.A.

Schweizerische National VersicherungsGesellschaft AG

Mapfre Asistencia Compañía Internacional de Seguros y Reaseguros, S.A.

13-Feb-15 N/A 100% Bank La Roche & Co Private individuals Notenstein Privatbank AG

06-Feb-15 N/A 100% Nationale Suisse Belgium; Arena Assurances SA; nv Vander Haeghen & C° sa

Schweizerische National VersicherungsGesellschaft AG

Enstar Group Limited

04-Jan-15 192 100% APEN Ltd., Legacy Portfolio APEN Ltd. Strategic Partners Fund Solution




17-Mar-15 Leonteq AG Executive/ Board change

Leonteq announced to propose Dr. Patrik Gisel as new Member of the Board of Directors, replacing Dr. Adrian Künzi who will leave the board; Patrik Gisel is the CEO-elect of the Raiffeisen group where he has been part of the executive management since 2000

10-Mar-15 Credit Suissse Group AG Executive/Board change

Credit Suisse announced the appointment of Tidjane Thiam as successor of current CEO Brady Dougan who will leave Credit Suisse at the end of June 2015 after eight years as the company’s CEO

06-Mar-15 Helvetia SchweizerischeVersicherungsgesell. AG

Executive/ Board change

Helvetia announced to propose Dr. Pierin Vincenz as Chairman of the Board, replacing Vice-President Doris Russi Schurter, who led the board since the unforeseen death of former Chairman Erich Walser on December 30, 2014

12-Feb-15 Zurich Insurance Group AG Executive/ Board change

Zurich Insurance proposed to elect Joan Amble and Kishore Mahbubani to its Board of Directors at the annual general meeting to be held on 1 April 2015; Joan Amble will take over from Don Nicolaisen as Chairperson of the Audit Committee, at the end of March 2016

28-Jan-15 Vontobel Holding AG Business expansion Vontobel entered the Swedish market for structured products; since 12 January, the company offers bull & bear certificates publicly on the Nordic Growth Market and plans to expand its product range gradually by offering mini futures and turbo warrants in addition

26-Jan-15 Swissquote Group Holding SA

Strategic alliance Swissquote signed a global multi-year partnership with Manchester United, the NYSE-listed soccer club; the partnership is to enable Swissquote to share its services and know-how with a broader and international public

15-Jan-15 EFG International AG Executive/ Board change

EFG appointed John Reed as the Chairman of the London based subsidiary EFG Private Bank Limited with immediate effect; John Reedwill assume the role of Chairman at the next board meeting, to be held in the first quarter of 2015



DRAFTHealthcare

13



Margins (LTM) * Companies included in the Healthcare Index

Legend


Healthcare Index Swiss SMI Index (value weighted)

Actelion Ltd.Bachem Holding AGBasilea Pharmaceutica AGCOLTENE Holding AGCytos Biotechnology AGGalenica AGLifeWatch AGLonza Group AG

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


3.2x

15.9x

20.0x

24.9x

3.0x

10.5x12.9x

20.7x

0x

5x

10x

15x

20x

25x

30x


46.3%

20.6%

9.9% 9.7%

34.2%

23.4%15.2% 14.7%

0%

10%

20%

30%

40%

50%

60%

70%

80%


Net income margin

60%

70%

80%

90%

100%

110%

120%

130%



DRAFTHealthcare

14


02-Mar-15 N/A 100% Hansaton Akustik GmbH N/A Sonova Holding AG

18-Feb-15 179 100% AdvancedCath Inc. N/A TE Connectivity Ltd.

11-Feb-15 176 90% GlycoVaxyn AG Sofinnova; Index Ventures; Edmond deRothschild Investment Partners

GlaxoSmithKline plc

09-Feb-15 N/A 100% Signature Diagnostics AG KfW Mittelstandsbank, Investment Arm; EVP Capital Management AG and others

Roche Holding AG

16-Jan-15 462 100% Trophos SA Turenne Capital Partenaires; Sofipaca SCR; Amundi Private Equity Funds and others

Roche Holding AG

12-Jan-15 1,047 62% Foundation Medicine, Inc. Kleiner Perkins Caufield & Byers; Third Rock Ventures, LLC; Google Ventures

Roche Holding AG

05-Jan-15 N/A N/A Redvax GmbH Redbiotec AG Pfizer Inc.




19-Mar-15 Roche Holding AG Strategic alliance Roche announced a global distribution agreement for its biochemical reagents product portfolio with Sigma-Aldrich Corporation; the products include kits and enzymes for cellular analysis, proteomics and conventional PCR applications

18-Feb-15 Lonza Group AG Strategic alliance Lonza signed a multi-product commercial license agreement for the production of arGEN-X therapeutic antibodies; the agreement provides arGEN-X and its strategic partners access to Lonza's GS Xceed system for the creation and development of cell lines

09-Feb-15 Roche Holding AG Product-related announcement

Roche received FDA approval for Lucentis, which is used for the treatment of diabetic retinopathy (DR) in people with diabetic macular edema (DME); DME impacts nearly 750,000 Americans, about 10% of people with DR

02-Feb-15 Novartis AG Product-related announcement

Novartis announced that its eye-care division Alcon received FDA approval for the sale of Pazeo in the US; Pazeo which is used to treat ocular allergy will be available by prescription in the US in March 2015, followed by Latin American and Asian markets through 2017

22-Jan-15 Basilea Pharmaceutica AG Product-related announcement

Basilea announced that FDA's anti-infective drugs advisory committee recommends the approval of isavuconazole for the treatment of invasive aspergillosis and mucormycosis; if approved, the drug will be marketed as Cresemba in the US

19-Jan-15 Evolva Holding SA Strategic alliance Evolva entered into a agreement with Cargill to co-develop a sustainable, customizable and cost-effective fermentation production process for a second family of high-value food and beverage ingredients

07-Jan-15 Nobel Biocare Holding AG Executive/Board change

Nobel Biocare appointed Tullio Di Dio as the new CFO replacing Oliver Walker, effective 1 February 2015; Tullio Di Dio joins thecompany from Beckman Coulter where he acted as Vice President Finance

06-Jan-15 Cytos Biotechnology AG Client announcement Cytos granted an exclusive license for its VLP (Virus Like Particle) platform to OnCore Biopharma, Inc., for the use in the treatment and prevention of hepatitis b viral infections; it also granted an option for the treatment of additional viral diseases



DRAFTIndustrial 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 TechnologiesComet Holding AG Dätwyler Holding Inc.DKSH Holding AG Feintool International Holding AG Flughafen Zürich AG

Georg Fischer AGINFICON Holding AG Interroll Holding AG Kaba Holding AG Kardex AG Komax Holding AG Kühne & Nagel International AGLEM Holding AGLooser HoldingMeyer Burger Technology AG Mikron Holding AG OC Oerlikon Corporation AG

Panalpina World Transport Holding Ltd. Phoenix Mecano AGRieter Holding AGSchaffner Holding AGSchindler Holding AGSchweiter Technologies AGSFS Group AGSGS SASulzer Ltd.Tornos Holding SAVon Roll Holding AGWalter Meier AG


1.2x

10.7x

15.0x

20.5x

3.0x

10.5x12.9x

20.7x

0x

5x

10x

15x

20x

25x

30x


42.7%

11.5%6.0% 5.8%

34.2%

23.4%15.2% 14.7%

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

Gross margin EBITDA margin Earnings fromcontinued operations

margin

Net income margin

60%

70%

80%

90%

100%

110%

120%

130%



DRAFT


Industrial Goods and Services


13-Mar-15 40 100% Rutin AG N/A Diploma PLC

12-Mar-15 N/A 100% Balfour Beatty Rail S.p.A. Alpiq Holding AG Balfour Beatty plc

04-Feb-15 N/A 100% RENA GmbH N/A Capvis Equity Partners AG

03-Feb-15 N/A 100% Obram S.A. N/A Tetra Pak International S.A.

02-Feb-15 126 100% Polycasa N.V. N/A Schweiter Technologies AG

30-Jan-15 N/A 100% AirServices Ltda.; Cronolab Ltda. N/A SGS SA

09-Jan-15 N/A 100% InterWeld Inc Ltd N/A Sulzer Ltd.

07-Jan-15 39 100% Lonstroff Holding AG BV Holding AG Sumitomo Rubber Industries Ltd.


16


19-Mar-15 ABB Ltd. Client announcement ABB was awarded an order worth CHF 900m (USD 900m) to connect Norwegian and German power grids; the project will be the longest power grid interconnection in Europe and enable the transmission of 1,400 megawatts

17-Mar-15 Komax Holding AG Business reorganization Komax Systems LCF SA announced the implementation of cost-cutting measures in order to safeguard the company's long-term survival; the steps would effect around 40 of the 150 strong workforce who will receive assistance from Komax

03-Mar-15 ABB Ltd. Strategic alliance ABB announced to enter into a strategic alliance with Ericsson; by combining ABB’s Decathlon data center infrastructure management system and Ericsson’s cloud system, is to be offered an end-to-end automation platform for data centers and cloud operators

16-Feb-15 Kaba Holding AG Client announcement Kaba signed a worldwide licensing agreement with ICEPAT AG which allows Kaba to develop, produce and operate access solutions for mobile phones in the hotel and temporary accommodation sector; Kaba and ICEPAT have been working together for several years

12-Feb-15 Panalpina World Transport Holding Ltd.

Strategic alliance Panalpina has extended its partnership with Atlas Air by five years; Panalapina will switch one of its wet-leased aircraft to more than 200 scheduled charters per year, thereby expanding it’s air freight network

21-Jan-15 SGS SA Executive/ Board change

SGS appointed Frankie Ng, current Executive Vice President for SGS industrial services, as new CEO, effective March 2015; former CEO Chris Kirk decided to resign and will be proposed as a director during the Shareholders Meeting to be held on March 2015

21-Jan-15 Kühne & Nagel International AG

Strategic alliance Kuehne & Nagel extended its collaboration with British American Tobacco (BAT) for the implementation of a new global integrated logistics solution; the new platform facilitates end-to-end supply management via a single information platform

20-Jan-15 DKSH Holding AG Strategic alliance DKSH announced the extension of its multi country agreement with PolymerExpert to additionally distribute ExpertGel thermogelling polymers to Germany and France; the products is used in personal care applications



DRAFTMedia, 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 SAALSO Holding AGAscom Holding AGCrealogix Holding AGGoldbach Media AGHuber+Suhner AGKudelski SALogitech International SAMicronas Semiconductor Holding AG

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


1.3x

9.2x

14.0x

20.4x

3.0x

10.5x12.9x

20.7x

0x

5x

10x

15x

20x

25x

30x


32.7%

14.2%

4.3% 3.7%

34.2%

23.4%15.2% 14.7%

0%

10%

20%

30%

40%

50%

60%

70%

80%


Net income margin

60%

70%

80%

90%

100%

110%

120%

130%



DRAFTMedia, Technology and Telecommunications



20-Mar-15 226 100% CIG Wireless Corp. Wireless Investment Fund AG; Enex Capital Partners AG; other

Vertical Bridge Holdings, LLC

04-Mar-15 251 100% IGEFI Group s.à r.l. Summit Partners LLP Temenos Group AG

02-Mar-15 2 100% ALBIS Technologies AG N/A UET United Electronic Technology AG

13-Feb-15 28 100% Swiss Classified Media AG Schibsted ASA Tamedia AG

09-Feb-15 1,099 100% Infront Sports & Media AG Bridgepoint Advisers Ltd. Dalian Wanda Group Corporation Ltd.

03-Feb-15 222 100% avocis AG Equistone Partners Europe Capita plc

28-Jan-15 2,765 100% TE Connectivity Ltd.,telecom, enterprise and wireless business

TE Connectivity Ltd. CommScope Holding Company, Inc.

05-Jan-15 37 100% Claron Technology Inc. N/A Lexmark International, Inc.


18


10-Mar-15 Tamedia AG Strategic alliance Tamedia is to create an European newspaper alliance consisting of Tribune de Genève and Tages-Anzeiger from Switzerland, Die Welt from Germany, El País from Spain, La Repubblica from Italy, Le Figaro from France and Le Soir from Belgium

18-Feb-15 Huber+Suhner AG Executive/ Board change

Huber+Suhner proposed the appointment of Dr. Beat Kälin as the new President of the Board of Directors, at the annual generalmeeting to be held on 31 March 2015; Beat Kälin has been serving as the interim President after the unexpected death of Erich Walser

06-Feb-15 Sunrise Communications Group AG

IPO Sunrise Communications announced the listing of it's 29.3 million shares on the SIX Swiss Exchange at a price of CHF 68 per share to raise CHF 1.36bn; the proceeds will be used to redeem various notes

02-Feb-15 Temenos Group AG Client announcement Temenos has been chosen by Julius Bär Gruppe to modernize its IT infrastructure; the modernization is to improve the bank´s clients’ service experience, increase operational efficiency and enable it to become more agile

28-Jan-15 Ascom Holding AG Client announcement Ascom received a CHF 3m contract from a large US network operator, with additional orders expected during Q1 2015; the secured orders are part of a major renewal and expansion of the clients voice over LTE active testing solution

26-Jan-15 Logitech International SA Product-related announcement

Logitech announced the launch of the first anytime, anywhere portable videoconferencing solution; it will work with any computing device using a USB connection, with virtually any videoconferencing software

13-Jan-15 Swisslog Holding AG Executive/ Board change

Swisslog appointed Daniel Bader and Christian Baurs respectively as new CFO and COO, effective April 2015; Christian Baurs will transfer to Swisslog from the major shareholder KUKA AG

06-Jan-15 Kudelski SA Product-related announcement

Kudelski's cyber security division, Kudelski Security announced the launch of its cyber fusion center which offers managed security services to enterprises looking for robust, 24x7 protection against cyber threats and attacks



DRAFTRetail 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 AGBarry Callebaut AGBravofly Rumbo Group N.V.Calida Holding AGCharles Vögele Holding AGCompagnie Financière Richemont SADufry AGEmmi AG

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


1.2x

9.5x

14.2x

19.7x

3.0x

10.5x12.9x

20.7x

0x

5x

10x

15x

20x

25x

30x


43.5%

11.8%6.3% 6.1%

34.2%

23.4%15.2% 14.7%

0%

10%

20%

30%

40%

50%

60%

70%

80%


Net income margin

60%

70%

80%

90%

100%

110%

120%

130%



DRAFTRetail and Consumer Products

20



12-Feb-15 N/A 100% World's Finest Chocolate Inc., industrial chocolate manufacturing asset

World's Finest Chocolate Inc. Barry Callebaut AG

10-Feb-15 240 100% ricardo.ch AG Naspers Ltd. Tamedia AG

06-Feb-15 5 100% Kleeneze Ltd. Findel plc Trillium Pond AG

23-Jan-15 88 30% SCOTT Sports SA N/A Youngone Corp.

12-Jan-15 N/A 100% J.L. Freeman S.E.C., cheese business J.L. Freeman S.E.C. Emmi International AG

12-Jan-15 34 100% Bruno Magli S.p.A., brand and intellectual property assets

Bruno Magli S.p.A. Marquee Brands LLC

07-Jan-15 36 100% Calzaturificio Dalbello S.r.l. N/A Marker Völkl International GmbH




16-Mar-15 Nestlé SA Business expansion Nestlé Purina opened its first factory in Poland, a CHF 93m investment to help meet rising demand for pet care products in Central Europe; the new factory, located in Wroclaw in Southwest Poland, is to employ around 250 people

19-Feb-15 Barry Callebaut AG Product-related announcement

Barry Callebaut has been awarded a patent on chocolate processing by the European patent office; the patented process enables the company to produce milk chocolate with only 25% fat, while similar milk chocolate contains 36% fat

16-Feb-15 Nestlé SA Strategic alliance Nestlé partnered with BMW Mini to produce a new limited edition coffee machine that will be sold in retail outlets and selected MINI dealerships; the partnership will launched at first in Indonesia, Japan, France and Switzerland

14-Jan-15 Dufry AG Executive/ Board change

Dufry announced that Xavier Rossinyol, COO of Region 1 EMEA & Asia and member of the Group Executive Committee will step downand leave the company with effect of 1 April 2015; the company will communicate a successor in due course

14-Jan-15 Kuoni Reisen Holding AG Business reorganization Kuoni Reisen announced to focus on its core business as a service provider to the global travel industry and therefore exit its tour operating activities, which generated turnovers of CHF 2.2b in 2014

08-Jan-15 Orior AG Executive/ Board change

Orior appointed Ricarda Demarmels as the Group CFO replacing Hélène Weber-Dubi, effective April 2015; Ricarda Demarmels previously worked as investment director for Capvis Equity Partners AG


DRAFT

Deal rationale *

► The acquisition is in line with Tamedia's strategy to strengthen its position in the Swiss online market and expand its digital portfolio. The company plans to increase the EBITDA contribution of its digital business to 50%, compared to ~30% in 2014, by growing organically and through acquisitions over the next 2-3 years.

► Tamedia is planning to profit from synergy effects between the classified advertisement online platforms olx.ch and tutti.ch. Furthermore the combination of autoricardo.ch and car4you.ch is planned in order to create a strong player in the Swiss automotive market as an alternative to Autoscout 24.

► According to Management, Ricardo’s core business is expected to benefit from positive network effects from Tamedia’s online media, e.g., 20minuten.ch.

21

Transaction overview

Deal summary *

On 10 February 2015, Tamedia announced the acquisition of Ricardo.ch from Naspers. This is one of several transactions Tamedia has announced since 2014 aimed at strengthening its digital business segment. Additionally, Tamedia invested in several minority stakes in digital companies and entered a joint venture with Swisscom, combining local.ch and search.ch. These M&A activities reflect the company’s ambitions to further develop its digital business with a view towards future growth. The transaction is subject to regulatory approval.

Ricardo.ch operates the auction platform ricardo.ch, the vehicle platform autoricardo.ch, the classified advertisement homepage olx.ch and the online shopping center ricardoshops.ch. Ricardo.ch earned revenues of approx. CHF 40m in 2014 and employs about 220 people in Switzerland and France.

Relative stock performance (in %)

Deal timeline * Consideration details *

# Date Event1 12-Sep-2014 Possible sale of Ricardo rumored

2 02-Nov-2014 Tamedia confirmed its interest in Ricardo

3 10-Feb-2015 Tamedia announced to acquire Ricardo

EBITDA = Earnings before Interest, Tax, Depreciationand Amortization

LTM = Last Twelve MonthsRev. = RevenueTEV = Total Enterprise Value

Valuation analysis (LTM)

Deal of the quarter

Net transaction value (CHF m) 240

Implied enterprise value (CHF m) 240

% sought 100%

Total cash 100%

Total stock -


1.2x

3.0x

0x

2x

4x

6x

8x

TEV/ Rev.Retail and Consumer Products Swiss Market Index

6.0x

Implied Enterprise Value multiples

80%

90%

100%

110%

120%

130%

140%

150%

160%

Apr-14 May-14 Jun-14 Jul-14 Aug-14 Sep-14 Oct-14 Nov-14 Dec-14 Jan-15 Feb-15 Mar-15

Swiss Market Index Tamedia Naspers

* Based on publically available information sourced from Capital IQ.


DRAFT

Date Day Time Event topic Host Location

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

09-Oct-2015 Friday 09.00 – 17.00 Valuation (E) EY Geneva

30-Oct-2015 Friday 09.00 – 17.00 Financial Modeling in Excel (E) EY Geneva

Event calendar

22

Events from April to July 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

10-Apr-2015 Friday 08.00 – 18.00 Swiss Private Equity Conference 2015 pe-conference Zurich

22-Apr-2015 Wednesday 11.30 – 14.00 CEO Luncheon with Dominique Turpin, President, IMD Swiss-American Chamber of Commerce Zurich

21-May-2015 Thursday 18.30 – 21.00 Young SECA get together event SECA Zurich

27-May-2015 Friday 11.30 – 14.00 CEO Luncheon with Heinz Karrer, President of economiesuisse Swiss-American Chamber of Commerce Zurich

29-May-2015 Friday 09.00 – 16.00 India Symposium 2015 India Symposium Zurich

15-Jun-2015 Friday 13.00 – 18.00 venture.ch Investor Day CTI Invest Zurich

17-Jun-2015 Wednesday 09.00 – 17.00 Swiss Medtech Day 2015 Medical Cluster Bern

18-Jun-2015 Thursday 19.00 – 23.00 Young SECA Summer Event SECA Zurich



DRAFTEY selection of M&A opportunities

23

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 Europe Company specialized in engineered clay-based additives for food-packaging applications Nano √

Energy and Utilities Europe Sale of local heating distribution and facility management Pompeii √

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

Energy and Utilities Africa Farm-in opportunity onshore West Africa utilizing two hydrocarbon basins Spring √

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

Healthcare Europe Vaccine business Saturn 1 √Healthcare Europe Developing and selling of diagnostic products Saturn 2 √Healthcare Middle East Healthcare services provider, specializing in diagnostics and preventive medicine Dayton √Healthcare Europe Application system providing critical information used for the early detection of Alzheimer's Alois * * *

Industrial Goods and Services Asia One of the largest manufacturers of automotive graphics in the world Vista √

Industrial Goods and Services Europe Printed circuit boards Green √

Industrial Goods and Services Europe Human-machine interface hardware Blue √

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

Industrial Goods and Services Asia Strategic stake in flexible packaging company in India Athena √

Industrial Goods and Services Asia Divestment of equity stake in a logistics company to a strategic investor Spark √

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

Media, Technology & Telecomm. Europe Compliance data service provider Vici √

Media, Technology & Telecomm. Middle East Software solution that improves IT performance and integrates IT management Yellow √

Retail and Consumer Products Middle East Online fashion retailer One √

Retail and Consumer Products Asia Opportunity to acquire a distillery in North India Ruby √



DRAFTContacts

24

Ronald SauserManaging Director | Head M&A Advisory

Phone +41 58 286 42 04Mobile +41 58 289 42 04Email [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.


Thomas Korzec Manager

Phone +41 58 286 37 91Mobile +41 58 289 37 91Email [email protected]


DRAFT

NameKathrin Wagenhofer Ernst & Young LtdMaagplatz 18010 ZurichPhone +41 58 286 30 79Fax +41 58 286 30 [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 corporate finance seminars

If you would like to register for or receive more information regarding our 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)□ Valuation (24-Apr-2015, ZH, D, *)□ Financial Modeling (08-May-2015, ZH, D, *)□ Valuation (09-Oct-2015, GE, E, *)□ Financial Modeling (30-Oct-2015, GE, E, *)

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

□ Yes, I would like to receiveEY’s Mergers & Acquisitions Quarterlyon a regular basis□ electronically via email□ as a hardcopy via Swiss Post

NameKathrin Wagenhofer Ernst & Young LtdMaagplatz 18010 ZurichPhone +41 58 286 30 79Fax +41 58 286 30 [email protected]

Company name

Address

Postal code, city

Email



DRAFTAbout 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 March 2015.

► 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.

© 2015 Ernst & Young LtdAll Rights Reserved.

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