Business Services Insider May 2011

Global M&A is one of the world’s leading independent M&A advisory firms. Specialized in the middle market, we provide support and opportunities locally and internationally for clients buying or selling companies as well as financings, corporate restructurings and other corporate finance transactions.

In the last 10 years, we have closed more than 1,500 transactions with an aggregate deal value of more than €30 billion. The Global M&A team has accumulated extensive experience in cross border deals. The main success factors are: local expert knowledge of international markets, discrete and efficient execution and longstanding track record.

The Business Services team understands the challenges of service delivery, typical client demands and the market dynamics in the sector, and has a clear appreciation of how these factors can drive value and the interest of purchasers and investors inyour business. The team is well positioned to advise you on the best ways of creating or unlocking maximum value, and on the best industrial and cultural fit.

Areas of Expertise:• Consultancy Services• Business Process Outsourcing• Catering• Facilities Management• Mechanical & Electrical Maintenance• Security• Recruitment, Contract Staffing & Other HR Services• Waste Management & Recycling

Please visit the Business Services sector area of the Global M&A website atwww.globalma.com for more information.

THE GLOBAL BUSINESS SERVICES INDUSTRY

Introducing Global M&A

Global Sector Expertise

Global M&A has created a growing number of specialised sector teams. These groups meet regularly and exchange intelligence and deal ideas constantly.

Most importantly, they co-operate to create seamless cross-border teams on joint projects.

This well established system enables us to deliver a unique level of advice and support to our clients.

Some of this system’s advantages include:

Multinational teams for seamless cross-border co-operation on specific M&A projects. Centralised industry-relevant knowledge on:

Public and privileged information on company valuationsBuyers‘ and sellers‘ strategies.

Access to decision makers at groups and investment houses around the world.

The Global M&A Business Services Team

Our Sector Teams

Business Services 14%

Construction & Real Estate 10%

Consumer Products 10%

Financial Services & Insurance 8%

Healthcare & Pharmaceuticals 6%

Industrials 13%

Leisure & Retai l6%

Marketing & Media 5%

Packaging 6%

Technology/IT 10%

Other 13%

% of GMA

Deals Done

May 2011

Table of Contents

Section I: Executive Summary

Section II: BPO Companies

Section III: Facilities Management Companies

Section IV: Security Services Companies

Section V: Contract Catering Companies

Section VI: Human Resources Services Companies

Section VII: Waste Management Services Companies

Section VIII: Consulting Services Companies (Excludi ng IT)

APPENDIX: Special Insert Environmental services in t he US

Global M&A deal highlight

Applus+ acquisition of Velosi LimitedTCI BPO acquisition of RH Build Up from EdenredConsitution of new Nordic ground handling services group Aviator

Sampling of Business Services Deals

The Global M&A Business Services Team

Nicolas AmbrosioniFinancial Analyst

Veronique Zeid-MaurelPartner

Global M&A Business Services team leader

Section I: Executive SummaryOverview

In this report, the Global M&A Knowledge Centre together with the Global M&A Business Services Industry team reviews valuations and recent valuation trends for various sub-sectors of the global business services industry. The seven sub-sectors that we have analyzed for this report include: business process outsourcing (BPO), facilities management, security services, waste management, human resources services, consulting and contract catering companies. For the purpose of this paper we have either excluded smaller or larger sub-segments of the industry, where the data samples are either not as statistically significant or are too numerous to manageably analyze. Our analysis uses the seven aforementioned sub-segments merely as a means to categorize the industry in an easily understandable manner. In the report, we examine valuation statistics derived fromthe most common valuation techniques used in the Investment Banking and Private Equity industries, namely comparable public company analysis and comparable transactions analysis. In our comparable company analysis we study the valuation of the industry and its sub-sectors based on operating and financial measurements (e.g., EV/EBITDA or EV/EBIT) of groups of public companies that have similar characteristics (for example, a peer or sub-sector group). Our comparable transaction valuation analysis derives an approximation of value from prices at which entire companies (or significant interests in companies) have been sold by comparing the valuation parameters of the M&A transactions.

The results of our analyses are the following:

• BPO Companies : At the end of May 2011, the median EV/EBIT and EV/EBITDA for comparable public BPO companies are 13.9x and 8.3x, respectively. The median EV/EBITDA of comparable M&A transactions is 9.5x.

• Facilities Management Companies : At the end of May 2011, the median EV/EBIT and EV/EBITDA are 12.2x and 7.7x for comparable public facilities management companies, and are 15.5x and 11.1x for comparable public real estate services companies. The median EV/EBITDA of comparable M&A transactions is 11.9x.

• Security Services Companies : At the end of May 2011, the median EV/EBIT and EV/EBITDA for comparable public security services companies are 10.5x and 5.4x, respectively The median EV/EBITDA of comparable M&A transactions is 11.9x.

• Contract Catering Companies : At the end of May 2011, the median EV/EBIT and EV/EBITDA for comparable public contract catering companies are 11.7x and 8.1x, respectively. The median EV/EBITDA of comparable M&A transactions is 7.0x.

• Human Resources Services Companies : At the end of May 2011, the median EV/EBIT and EV/EBITDA for comparable public human resources services companies are 14.0x and 10.4x, respectively. The median EV/EBITDA of comparable M&A transactions is 9.8x.

• Waste Management Companies : At the end of May 2011, the median EV/EBIT and EV/EBITDA are 15.1x and 7.9x for comparable public waste management companies, and are 9.9x and 7.2x for comparable public recycling companies. The median EV/EBITDA of comparable M&A transactions is 7.9x.

• Consulting Services Companies – excluding IT : At the end of May 2011, the median EV/EBIT and EV/EBITDA for comparable public consulting services companies are 11.3x and 7.8x, respectively. The median EV/EBITDA of comparable M&A transactions is 7.6x.

Section II: BPO CompaniesComparable Public Company Valuations

The Knowledge Centre’s BPO comparable public company analysis involves 14 publicly traded BPO companies (IT and IT-enabled BPO not included) providing several different outsourcedservice offerings (Exhibits 1 and 2).

The median EBIT and EBITDA margins are 4.8% and 10.3%, respectively. The median EV/EBIT and EV/EBITDA are 13.9x and 8.3 x, respectively.

Exhibit 1

BPO Comparable Company Profit Trends(€ in millions)

Source: Infinancials (20/05/2011)

Comparable Public Company Valuations (Con’t)

Exhibit 2

BPO Public Company Valuation Trends(€ in millions)


Company Name Country Last YearSales

(Last)

EBITDA

(Last)

EBIT

(Last)

Market

cap.

(Current)

Enterprise

Value

(Current)

2010 2009 2008 2007 2006 2010 2009 2008 2007 2006

Alten SA FRA 31/12/10 917 105 99 877 837 11,4% 8,6% 13,0% 13,2% 14,9% 10,8% 6,7% 11,7% 11,7% 14,2%

Altran Technologies SA FRA 31/12/10 1 437 63 18 745 947 4,4% -1,2% 8,8% 7,6% 7,6% 1,2% -5,1% 4,9% 4,6% 3,1%

Apac Customer Services Inc USA 02/01/11 244 34 25 210 181 14,0% 15,9% 7,8% 2,3% 2,4% 10,4% 11,8% 3,0% -4,0% -3,2%

Capita Group GBR 31/12/10 3 203 533 401 4 991 6 290 16,6% 14,2% 15,2% 15,4% 15,5% 12,5% 10,8% 12,3% 12,6% 12,6%

CCA International FRA 31/12/10 119 8 6 29 27 6,8% 4,0% 2,8% 5,6% 7,6% 4,8% 2,2% 1,1% 3,9% 4,5%

Convergys Corp. USA 31/12/10 1 663 189 -29 1 141 1 158 11,3% 6,1% 9,3% 13,7% 14,6% -1,7% -3,1% 4,6% 9,3% 9,6%

Datamatics Global Services Ltd. IND 31/03/10 42 4 3 26 24 9,2% 11,9% 6,8% 9,2% 6,0% 9,0% 3,0% 5,6%

Fiserv Inc USA 31/12/10 3 119 1 016 740 6 381 8 341 32,6% 31,4% 26,4% 23,5% 20,8% 23,7% 23,2% 18,3% 18,6% 16,4%

Scicom Msc Bhd MYS 30/06/10 31 4 2 29 28 12,7% 10,0% 11,1% 16,2% 7,0% 5,4% 5,3% 10,1%

Spanco Ltd IND 31/03/10 226 34 28 72 187 15,1% 14,1% 14,4% 15,6% 12,2% 10,5% 12,7% 13,6%

Startek USA 31/12/10 200 1 -14 54 41 0,7% 7,6% 4,2% 7,1% 4,4% -6,8% -0,2% -5,7% -1,7% 2,5%

Sykes Enterprises USA 31/12/10 874 71 20 720 587 8,1% 11,9% 12,8% 10,8% 10,1% 2,3% 8,3% 9,4% 6,8% 7,9%

Teleperformance SA FRA 31/12/10 2 058 211 119 1 400 1 398 10,2% 11,2% 14,0% 13,6% 13,5% 5,8% 7,1% 10,1% 9,4% 9,5%

WNS Holdings Ltd. USA 31/03/11 437 45 9 294 350 10,3% 13,8% 13,9% 9,2% 12,3% 2,0% 4,2% 5,3% 1,2% 7,6%

Mean 11,5% 11,5% 11,7% 11,0% 11,8% 5,9% 6,5% 7,1% 6,7% 8,1%Median 10,3% 11,5% 12,4% 11,0% 12,9% 4,8% 6,9% 7,2% 6,1% 8,7%

EBITDA / Sales EBIT / Sales

Company Name 2010 2009 2008 2007 2006 2010 2009 2008 2007 2006 2010 2009 2008 2007 2006 2010 2009 2008 2007 2006

Alten SA 0,8x 0,7x 0,6x 1,2x 1,5x 7,0x 8,3x 4,6x 8,9x 10,0x 7,5x 10,6x 5,1x 10,0x 10,5x 14,5x 33,1x 8,8x 19,2x 19,1x

Altran Technologies SA 0,5x 0,5x 0,1x 0,5x 0,8x 10,6x nm 1,6x 7,1x 10,6x 37,7x nm 2,8x 11,7x 26,1x nm nm 34,0x 22,7x 214,1x

Apac Customer Services Inc 0,9x 1,0x 0,2x 0,4x 0,9x 6,1x 6,3x 2,9x 15,9x 38,3x 8,2x 8,4x 7,7x nm nm 13,9x 5,4x 17,2x 11,3x nm

Capita Group 2,0x 2,0x 2,3x 2,3x 2,4x 11,9x 14,3x 14,8x 15,0x 15,5x 15,7x 18,9x 18,3x 18,3x 19,1x 18,2x 24,8x 27,7x 25,6x 26,9x

CCA International 0,4x 0,4x 0,4x 9,0x 7,5x 5,1x 16,2x 10,7x 8,6x 27,8x 22,8x 10,7x

Convergys Corp. 0,7x 0,5x 0,4x 0,8x 1,2x 6,5x 8,5x 4,7x 5,8x 8,2x nm nm 9,5x 8,6x 12,5x nm 630,2x nm 12,4x 19,5x

Datamatics Global Services Ltd. 0,7x 0,3x 0,8x 1,4x 7,4x 2,7x 11,2x 14,7x 11,3x 3,6x 25,4x 24,1x 8,2x 3,1x 12,6x 16,4x

Fiserv Inc 2,8x 2,6x 2,0x 3,6x 2,1x 8,5x 8,4x 7,6x 15,5x 10,1x 11,6x 11,3x 11,0x 19,5x 12,8x 17,3x 15,6x 10,0x 20,9x 19,9x

Scicom Msc Bhd 1,0x 0,4x 0,8x 7,8x 4,0x 6,9x 14,1x 7,4x 14,4x 15,4x 7,3x 16,6x

Spanco Ltd 0,7x 1,0x 1,2x 1,1x 4,6x 7,3x 8,1x 7,3x 5,7x 9,9x 9,2x 8,4x 3,9x 5,7x 8,6x 12,6x

Startek 0,2x 0,3x 0,2x 0,4x 0,7x 31,3x 4,2x 4,8x 6,3x 17,0x nm nm nm nm 29,6x nm 23,9x nm nm 40,0x

Sykes Enterprises 0,7x 0,9x 0,7x 0,8x 1,0x 8,1x 7,7x 5,4x 7,1x 9,6x 28,9x 11,0x 7,4x 11,2x 12,3x nm 24,5x 13,0x 18,6x 16,9x

Teleperformance SA 0,7x 0,7x 0,6x 0,8x 0,9x 6,8x 6,1x 4,4x 6,2x 6,8x 12,0x 9,7x 6,1x 9,0x 9,7x 19,9x 14,6x 9,2x 15,0x 19,6x

WNS Holdings Ltd. 0,9x 1,0x 0,7x 1,2x 8,7x 7,1x 5,0x 12,9x 45,6x 23,3x 13,3x 98,6x 49,6x 126,5x 27,4x 68,9x 45,9x

Mean 1,0x 0,9x 0,7x 1,1x 1,2x 10,5x 7,7x 5,4x 9,6x 12,8x 20,9x 12,8x 8,5x 20,6x 15,8x 22,2x 73,4x 14,9x 21,2x 38,5xMedian 0,8x 0,7x 0,6x 0,8x 1,1x 8,3x 7,7x 4,7x 7,8x 10,1x 13,9x 11,3x 7,6x 11,4x 12,5x 17,8x 23,9x 10,0x 18,6x 19,6x

PEREV/EBITEV/EBITDAEV/Net Sales


Comparable M&A Transactions

The median EV/EBIT and EV/EBITDA for the comparable BPO M&A transactions are 11.5x and 9.5x, respectively.

Exhibit 3

BPO Comparable M&A Transactions(€ in millions except where mentioned in $)

Deal value

Date Target Company Target Description Bidder Company Country Revenue (m€) Sales EBIT EBITDA

May-11 Kendle International Inc. US based clinical research organization providing clinical

development solutions to biopharmaceutical companies

INC Research, LLC USA 335 232 0,8x 56,7x 15,3x

May-11 Outsource Partners International,

Inc.

US based provider of finance and accounting

outsourcing, analytics, consulting and advisory services

ExlService Holdings, Inc USA 57 61 1,2x

Apr-11 De Belgische Distributiedienst NV;

RSM Italia SRL

Belgium & Italy based company engaged in door-to-door

mail distribution business

NPM Capital N.V. Netherlands 99

Apr-11 ZeroChaos Inc US based provider of contingent workforce compliance

and management services

Snow Phipps Group, LLC USA 137

Apr-11 Patni Computer Systems India based IT services company providing application

development, reengineering, application management

and business process outsourcing services

iGate Corporation USA 939

Apr-11 Transcom WorldWide S.A.(Call

center)

France based call center of Transcom WorldWide S.A. Business Support Services

SA

France 4

Apr-11 Right Document Solutions Holdings

Limited

UK based provider of document consultancy and

managed print services

The Capita Group Plc UK 15 28 2,0x 7,4x 5,6x

Apr-11 Headstrong Corporation US based provider of IT consulting, application

outsourcing, business process outsourcing services

Genpact Limited India 151 384 2,5x

Apr-11 Grupo Allus Argentina based company that provides call center

services

Contax Participacoes S.A. Brazil 130 121 1,0x

Apr-11 Servizio Titoli SpA Italy based company engaged in providing software,

outsourcing and advisory services

Computershare Limited Australia 9 32

Apr-11 SAIC, Inc. (Global Oil and Gas

Information Technology Services

Business)

US based provider of consulting, System Integration and

Outsourcing Services to Global Oil majors and a part of

the Commercial Business Services business unit of

Science Applications International Corporation

Wipro Limited India 105

Feb-11 PharmaSwiss SA Switzerland based company that provides third party

pharma sales and marketing outsourcing services

Valeant Pharmaceuticals

International, Inc.

Canada USA 180 312 1,7x

Jan-11 CTX Participacoes SA (44.2%

Stake)

Brazil based holding company that provides outsourced

call center services including telemarketing, consumer

assistance, debt collection, retention, back-office,

technology services and trade marketing segments

through its subsidiaries

Portugal Telecom, SGPS,

S.A.; LF Tel SA; AG Telecom

Participacoes S.A.

Brazil Portugal 138

Jan-11 Dedic S.A. Brazil based provider of call center services Contax Participacoes S.A. Brazil 147

Jan-11 BCW Group Plc UK based company engaged in credit management and

outsourcing services

Gothia Financial Group AS Norway 32

Feb-11 SurePayroll, Inc. US based provider of Software-as-a-Service (SaaS)

online payroll processing services for small businesses

Paychex, Inc. USA 87

Enterprise Value /



Exhibit 3

BPO Comparable M&A Transactions (Con’t)(€ in millions except where mentioned in $)

Deal value


Enterprise Value /

Jan-11 Tuition Management Systems, Inc. US based providers of outsourced tuition planning,

billing, counseling, payment and related technology

services

The First Marblehead

Corporation

USA 35

Dec-10 Booking Services International

Limited

UK based hotel and conference reservations and

management firm

The Capita Group Plc UK 15 50 3,3x 10,6x

Dec-10 SunGard Public Sector Holdings

Ltd

US based software and BPO company


Dec-10 Threshold Financial Technologies

Inc.

Canada based provider of payments solutions in

managed ATM and transaction processing services for

financial institutions and retailers in Canada

The Brink's Company USA 37 31 0,8x

Dec-10 TechTeam Global Inc US based provider of IT and business process

outsourcing support services, including help desk/call

center services, technical staffing, professional

services/systems integration, and training programs

Stefanini IT Solutions Brazil 147 67 0,5x 12,5x 6,8x

Nov-10 Bowne & Co Inc US based provider of communications services includes

document preparation, printing and distribution service

R R Donnelley & Sons

Company

USA 470 350 0,7x 23,4x

Nov-10 Credit Solutions Limited UK based company providing credit management and

debt collection services

arvato AG Germany 12

Nov-10 Pangea3 LLC US based company engaged in providing legal process

outsourcing services

Thomson Reuters

Corporation

Canada USA 26

Nov-10 Ariba Inc. (Sourcing services and

BPO assets)

US based Sourcing services and BPO division of Ariba

Inc.

Accenture Plc Bermuda

Ireland USA

28

Oct-10 Intelenet Global Services Private

Ltd. (12.75% Stake)

India based business process outsourcing service

provider

Barclays Bank Plc UK 87

Oct-10 Hewitt Associates Inc US based provider of HR outsourcing and consulting

services

Aon Corporation USA 2 113 3805 1,8x 12,7x 9,2x

Sep-10 FirstAssist Services Holdings

Limited

UK based company engaged in providing risk managed

solutions, employee assistance services and

occupational health services


Sep-10 Anacomp, Inc. (docHarbor Online

and Document Management

division)

US based Anacomp, Inc.'s docHarbor Online and

Document Management division

DocuLynx, Inc. USA 21

Sep-10 Kale Consultants Ltd. (58.6%

Stake)

Indian provider of technology and business solutions Accelya Spain 21 22 1,9x 7,1x 2,9x

Sep-10 Pipal Research Corporation US based provider of financial and business research,

corporate intelligence, and quantitative analytics services

CRISIL Limited India 6 10 1,6x

Sep-10 Unisys Insurance Services Limited UK based provider of business process outsourcing

services for the life and pensions industry

Diligenta Limited UK 25

Aug-10 Tela Sourcing Inc US bassed provider of business process outsourcing

(BPO) services to the health care industry

TriZetto Group Inc USA 23

Aug-10 becogent Limited UK based customer interaction centres and providers of

outsourced services.

Teleperformance SA France 42

Aug-10 NewRiver, Inc. US based provider of electronic compliance and

intelligent document fulfillment solutions

Broadridge Financial

Solutions Inc

USA 60

Aug-10 Zenith Provecta (60% Stake) UK based provider of bespoke fleet management

services, concentrating on the provision of innovative

management solutions, and vehicle outsourcing

businesses

Morgan Stanley Private

Equity

USA 118 103 1,5x 28,0x



Exhibit 3

BPO Comparable M&A Transactions (Con’t)(€ in millions except where mentioned in $)

Deal value


Enterprise Value /

Aug-10 ExcellerateHRO LLP US based global benefits administration and relocation

services provider

Xerox Corporation USA 101

Jul-10 Documetric Limited UK based outsourcing company Parseq plc UK 11 24 2,1x 7,8x 6,9x

Jun-10 AT&T Japan (domestic network

outsourcing services business)

Japan based domestic network outsourcing services

business of AT&T Japan LLC

Internet Initiative Japan Inc Japan 82

Jun-10 Premier Medical Group Limited UK based company providing medical reporting and

screening services across UK

The Capita Group Plc UK 71

Jun-10 Telegate AG (Livorno and Turin

Call Centers)

Italy based call centers owned by Telegate AG Contacta SpA Italy 25

May-10 Dataforce Interact Lmited UK based outsourcing service provider of integrated data-

driven CRM solutions of Twenty PLC

HOV Global Services

Holdings Limited

UK 12

May-10 Adventity Global Services US based full service KPO/BPO firm for the Banking &

Financial Services and the Airlines & Travel industry

Sutherland Global Services USA 39 44 1,1x

Apr-10 Ryla Inc US based provider of value-added customer contact

services

Alorica Inc USA 76 53 0,7x

Apr-10 WuXi PharmaTech China based pharmaceutical and biotechnology research

and development outsourcing company

Charles River Laboratories

Inc

USA 188 1112 5,9x 30,7x 21,0x

Apr-10 Fortify Infrastructure Services Inc US based remote IT operations management company MphasiS BFL Ltd India 15 12 0,8x

Mar-10 Convergys Corporation (human

resources management business)

US based human resources management business of

Convergys Corporation

NorthgateArinso Nederland

BV

Netherlands 74

Mar-10 SEB Card Service GmbH formerly

owned by Skandinaviska Enskilda

Banken AB

Germany based provider of call center and online

banking services and additionally it also provides phone

banking, and internet hotline, call centre, and e-mail

processing services

Walter services GmbH Germany

Feb-10 Integreon Inc (30.00% stake) US based company engaged in business, legal and

knowledge process outsourcing services with businesses

in China India Philippines South Africa and the UK

Actis Capital LLP UK 36

Feb-10 Affiliated Computer Services Inc US based provider of business process outsourcing

(BPO) and information technology outsourcing (ITO)

solutions to commercial and government clients

Xerox Corporation USA 4 613 5029 1,1x 10,4x 6,4x

Feb-10 ICT Group, Inc US based outsourcing company Sykes Enterprises

Incorporated

USA 306 139 0,5x

Jan-10 CPA Global Limited Channel Islands based legal outsourcing company

providing legal support and intellectual property

management services to corporations and law firms

Intermediate Capital Group

(ICG)

UK 173 508 2,9x 9,8x

Jan-10 Xafinity Group Limited UK based company that provides specialist outsourcing

and consultancy services regarding pensions, employee

benefits, and payments expertise

Advent International

Corporation

USA 144 317 2,2x 46,2x 13,7x

Jan-10 Intelenet UK Services Ltd UK based company which handles the ticketing and

other functions of FirstGroup's UK rail operations

Intelenet Global Services

Limited

India 49

Average 1,6x 19,8x 12,6x

Median 1,2x 11,5x 9,5x

Source: MergerMarket

Section III: Facilities Management CompaniesComparable Public Company Valuations

The Knowledge Centre’s facilities management comparable public company analysis involves 27 publicly traded Facilities Management and Real Estate Services companies (Exhibits 4 and 5).

The median EBIT and EBITDA margins for Facilities Management industry are 3.8% and 6.1%, respectively. The median EV/EBIT and EV/EBITDA for Facilities Management industry are 12.2x and 7.7x, respectively.

The median EBIT and EBITDA margins for the Real Estate Services industry are 8.7% and 11.1%, respectively. The median EV/EBIT and EV/EBITDA for the Waste Management industry are 15.5x and 11.1x, respectively

Exhibit 4

Facilities Management & Real Estate Services Comparable Company Profit Trends(€ in millions)


Facilities Management


(Last)

EBITDA

(Last)

EBIT

(Last)

Market

cap.

(Current)

Enterprise

Value

(Current)

2010 2009 2008 2007 2006 2010 2009 2008 2007 2006

Abm Industries USA 31/10/10 2 506 104 78 880 951 4,2% 3,6% 3,5% 3,5% 6,4% 3,1% 2,6% 2,7% 2,8% 5,7%

AWC Facility Solutions Bhd MYS 47 8 7 16,6% 10,0% -0,5% 15,4% 15,0% 6,7% -9,6% 11,3%

Balfour Beatty GBR 31/12/10 10 782 488 295 2 550 2 291 4,5% 4,7% 4,2% 3,2% 4,1% 2,7% 3,4% 3,1% 2,3% 2,8%

Compass Group GBR 30/09/10 16 803 1 434 1 150 12 605 13 412 8,5% 8,2% 7,4% 6,8% 6,9% 6,8% 6,5% 5,6% 5,2% 4,8%

Connaught GBR 750 51 37 6,8% 5,3% 5,5% 5,1% 4,9% 4,9% 4,4% 4,7%

Derichebourg FRA 30/09/10 3 120 244 144 1 075 1 914 7,8% 4,3% 6,8% 5,2% 2,4% 4,6% -0,1% 4,3% 2,8% 0,6%

Emcor Group USA 31/12/10 3 864 196 -22 1 425 1 040 5,1% 5,6% 5,2% 4,0% 2,8% -0,6% 4,7% 4,5% 3,4% 2,4%

FirstService Corp. CAN 31/12/10 1 499 110 71 789 1 166 7,4% 6,8% 12,8% 7,3% 8,5% 4,8% 2,3% 9,0% 4,8% 6,0%

IHS Inc USA 30/11/10 815 187 142 3 998 4 064 22,9% 23,6% 21,9% 20,5% 18,0% 17,4% 18,6% 15,8% 16,9% 14,6%

IMPEL SA POL 31/12/10 290 26 19 108 121 8,9% 8,3% 10,0% 5,5% 6,0% 6,5% 6,3% 7,8% 3,3% 3,7%

Interserve Plc GBR 31/12/10 2 185 117 80 410 475 5,4% 5,8% 6,1% 4,4% 4,4% 3,7% 5,1% 4,6% 2,9% 0,0%

Mears group GBR 31/12/10 612 41 22 248 262 6,7% 5,8% 5,5% 6,2% 5,8% 3,6% 4,2% 4,1% 5,1% 5,1%

Mitie Group GBR 1 927 115 91 863 971 6,0% 6,3% 6,0% 5,8% 4,7% 5,2% 5,0% 4,7%

Mouchel Group Plc GBR 31/07/10 759 34 12 80 172 4,4% 6,4% 7,1% 12,6% 8,3% 1,6% 1,9% 4,5% 10,9% 7,0%

Nippon Kanzai JPN 31/03/11 629 36 26 194 125 5,7% 5,9% 5,4% 7,6% 7,7% 4,2% 4,6% 3,0% 5,6% 7,2%

Parkwood GBR 31/12/10 133 6 3 10 10 4,5% 3,8% 6,1% 7,6% 5,8% 2,3% -0,4% 1,6% 3,4% 2,6%

Prodef SA FRA 133 7 4 5,6% 4,9% 4,3% 6,3% 3,0% 2,5% 2,4% 3,1%

Renaissance Services S.A.O.G. OMN 31/12/10 499 0 -43 462 991 0,0% 24,9% 23,4% 21,6% 15,7% -8,7% 16,4% 15,9% 13,9% 15,6%

Rentokil Initial GBR 31/12/10 2 914 501 76 2 028 3 123 17,2% 16,0% 14,3% 18,8% 20,5% 2,6% 4,8% 3,5% 9,8% 11,8%

Rollins Inc USA 31/12/10 858 136 109 2 083 2 087 15,9% 15,6% 14,4% 14,5% 14,0% 12,7% 11,8% 11,1% 11,5% 10,9%

Sodexo SA FRA 31/08/10 15 256 990 785 8 261 11 226 6,5% 6,6% 6,6% 6,1% 6,3% 5,1% 5,2% 5,2% 4,8% 4,8%

Synergis Holdings Limited BMU 31/12/10 56 3 2 26 18 5,1% 6,9% 7,1% 8,1% 7,8% 4,0% 6,0% 7,0% 7,5% 6,9%

UGL Ltd. AUS 2 938 197 155 1 913 2 087 6,7% 17,9% 21,0% 20,0% 5,3% 16,8% 19,7% 18,7%

Mean 7,8% 8,9% 9,2% 8,7% 8,9% 4,2% 5,9% 6,5% 6,0% 6,7%Median 6,1% 6,6% 6,8% 6,2% 6,4% 3,8% 4,8% 4,9% 4,8% 5,1%


FM-Real Estate Services


(Last)

EBITDA

(Last)

EBIT

(Last)

Market

cap.

(Current)

Enterprise

Value

(Current)

2010 2009 2008 2007 2006 2010 2009 2008 2007 2006

CB Richard Ellis Group Inc USA 31/12/10 3 860 433 343 6 170 7 328 11,2% 7,3% 7,3% 14,1% 16,4% 8,9% 4,4% -17,1% 12,0% 13,8%

Grubb And Ellis Co USA 31/03/10 434 -43 -53 31 160 -9,9% -13,0% -1,9% 26,1% 2,7% -12,3% -15,7% -41,8% 19,2% 0,5%

Jones Lang lasalle USA 31/12/10 2 208 242 188 2 909 2 893 11,0% 7,6% 10,1% 15,4% 15,0% 8,5% 2,3% 5,6% 13,4% 12,6%

Morguard Corp. CAN 31/12/10 264 132 92 670 1 578 50,2% 49,8% 51,0% 47,5% 50,4% 34,9% 28,6% 32,9% 23,9% 33,3%

Mean 15,6% 12,9% 16,6% 25,8% 21,1% 10,0% 4,9% -5,1% 17,1% 15,1%Median 11,1% 7,4% 8,7% 20,8% 15,7% 8,7% 3,3% -5,7% 16,3% 13,2%



Comparable Public Company Valuations

Exhibit 5

Facilities Management & Real Estate Services Public Company Valuation Trends(€ in millions)


Facilities Management

Company Name 2010 2009 2008 2007 2006 2010 2009 2008 2007 2006 2010 2009 2008 2007 2006 2010 2009 2008 2007 2006

Abm Industries 0,4x 0,3x 0,3x 0,4x 0,3x 8,9x 7,8x 8,3x 10,5x 4,6x 11,8x 10,8x 10,7x 13,0x 5,3x 18,5x 15,4x 18,3x 22,4x 10,4x

AWC Facility Solutions Bhd 0,3x nm nm nm

Balfour Beatty 23,2x 19,7x 19,0x 33,3x 42,4x 513,2x 423,0x 456,7x 1 054,0x 1 022,7x 848,0x 583,6x 613,7x 1 452,9x 1 497,8x 1 501,8x 831,6x 803,0x 1 426,0x 2 093,3x

Compass Group 0,7x 0,6x 0,6x 0,6x 0,6x 8,7x 7,3x 8,7x 9,3x 9,0x 10,8x 9,3x 11,5x 12,3x 13,0x 14,8x 12,1x 14,3x 11,1x 19,8x

Connaught 0,9x 1,0x 0,9x 0,7x 12,9x 19,0x 15,3x 13,6x 17,8x 20,9x 19,5x 14,7x 28,1x 32,3x 29,0x 22,5x

Derichebourg 0,4x 0,7x 0,3x 0,5x 0,5x 5,7x 15,1x 4,4x 8,9x 22,6x 9,7x nm 6,9x 16,8x 94,9x 9,0x nm 6,8x 13,5x nm

Emcor Group 0,3x 0,2x 0,2x 0,3x 0,3x 5,3x 4,1x 3,6x 6,4x 11,6x nm 4,8x 4,2x 7,6x 13,9x nm 11,1x 8,1x 12,1x 22,1x

FirstService Corp. 0,7x 0,6x 0,6x 0,7x 0,7x 9,9x 9,5x 4,3x 9,6x 8,7x 15,3x 27,5x 6,2x 14,5x 12,4x 263,1x nm 7,1x 22,6x 23,6x

IHS Inc 4,4x 3,3x 2,8x 6,1x 3,6x 19,3x 13,8x 12,7x 30,0x 20,2x 25,4x 17,5x 17,6x 36,3x 24,9x 32,9x 23,6x 23,0x 52,3x 38,7x

IMPEL SA 0,3x 0,3x 0,1x 0,3x 0,4x 3,9x 3,9x 1,4x 6,0x 6,2x 5,3x 5,1x 1,7x 9,9x 10,1x 6,5x 9,9x 2,8x 41,3x 20,2x

Interserve Plc 0,2x 0,1x 0,2x 0,4x 0,4x 3,5x 2,6x 3,6x 9,2x 9,9x 5,1x 2,9x 4,8x 14,1x 6 123,9x 5,8x 3,5x 5,2x 12,8x nm

Mears group 0,5x 0,4x 0,4x 0,5x 0,9x 7,7x 7,4x 8,2x 8,3x 15,2x 14,4x 10,2x 10,8x 10,0x 17,3x 17,4x 14,9x 15,3x 15,6x 22,0x

Mitie Group 0,5x 0,4x 0,6x 0,6x 8,8x 6,3x 9,4x 10,3x 11,1x 7,7x 11,3x 12,7x 14,1x 11,4x 17,0x 19,4x

Mouchel Group Plc 0,4x 0,4x 0,8x 0,9x 0,9x 7,9x 5,9x 11,2x 7,3x 10,9x 22,4x 20,3x 17,9x 8,4x 12,9x nm nm 22,7x 12,1x 20,1x

Nippon Kanzai 0,2x 0,3x 0,2x 0,7x 0,7x 3,9x 4,6x 4,3x 9,7x 9,4x 5,3x 5,9x 7,8x 13,2x 10,1x 14,4x 15,0x 21,3x 28,2x 20,3x

Parkwood 0,1x 0,1x 0,5x 0,4x 2,0x 2,0x 7,2x 7,2x 3,8x nm 15,8x 16,0x 13,4x 3,1x 13,5x 13,1x

Prodef SA 0,1x 0,1x 1,2x 1,5x 2,2x 2,9x 7,9x 9,4x

Renaissance Services S.A.O.G. 2,4x 1,6x 1,3x 2,0x 1,2x nm 6,3x 5,5x 9,3x 7,9x nm 9,6x 8,1x 14,5x 7,9x nm 8,2x 6,3x 19,0x 7,0x

Rentokil Initial 1,1x 1,3x 0,9x 1,4x 2,0x 6,3x 7,9x 6,3x 7,6x 9,6x 41,6x 26,1x 25,3x 14,6x 16,7x nm 43,9x 42,3x 3,3x 12,2x

Rollins Inc

Sodexo SA 0,7x 0,6x 0,7x 0,7x 0,6x 10,0x 9,5x 10,9x 10,9x 10,1x 12,6x 12,2x 14,0x 13,9x 13,2x 17,0x 15,9x 19,4x 21,7x 20,1x

Synergis Holdings Limited 0,4x 0,5x 0,3x 0,3x 5,4x 7,3x 4,3x 4,5x 6,1x 7,5x 4,6x 5,0x 11,0x 8,6x 10,7x 12,7x

UGL Ltd. 0,6x 0,4x 0,7x 1,0x 8,8x 2,4x 3,1x 5,0x 11,1x 2,6x 3,3x 5,4x 15,4x 12,0x 15,3x 24,7x



FM-Real Estate Services

Company Name 2010 2009 2008 2007 2006 2010 2009 2008 2007 2006 2010 2009 2008 2007 2006 2010 2009 2008 2007 2006

CB Richard Ellis Group Inc 1,6x 1,5x 0,7x 1,1x 2,3x 14,4x 20,9x 9,8x 8,1x 14,1x 18,2x 34,8x nm 9,5x 16,7x 33,1x 131,0x nm 11,1x 23,7x

Grubb And Ellis Co 3,2x 0,6x 12,4x 21,3x 16,9x 117,7x 19,9x 99,1x

Jones Lang lasalle 1,2x 1,1x 0,5x 0,8x 1,7x 11,1x 14,1x 5,2x 5,4x 11,2x 14,3x 46,2x 9,4x 6,3x 13,3x 23,3x nm 11,3x 8,8x 19,1x

Morguard Corp. 5,4x 4,8x 4,3x 5,5x 4,8x 10,7x 9,7x 8,5x 11,5x 9,6x 15,5x 16,9x 13,1x 22,9x 14,5x 14,1x 15,2x 4,9x 22,9x 10,4x


nm = "not meaningful"




The median EV/EBIT and EV/EBITDA for the comparable Facilities Management M&A transactions are 13.3x and 11.9x, respectively.

Exhibit 6

Facilities Management Comparable M&A Transactions(€ in millions except where mentioned in $)

Deal value


May-11 Megaw & Hogg National Valuers

Pty Ltd

Australia based company providing business and residential

property valuations for the mortgage industry

CB Richard Ellis Pty Ltd. Australia New

Zealand

14

Apr-11 Fabcor TargetCo, Ltd. Canada based facility construction company, serving the oil

and gas industry

MasTec, Inc. USA 20 7,9x

Apr-11 TruGreen LandCare L.L.C. US based company providing landscape and lawn

maintenance services

Aurora Resurgence Management

Partners LLC

USA 178 26 0,2x

Apr-11 Power Efficiency Limited UK based energy management consultancy Balfour Beatty WorkPlace Ltd UK 21

Apr-11 Clece, S.A.(Formerly owned by

ACS Spain)

Spain based company engaged in provision of cleaning

services, partial strategic services, energy services, logistics

services, maintenance services, social and airport services

Permira; Mercapital, S.L. Spain 608

Mar-11 Self Leveling Machines Pty Ltd;

Self Leveling Machines Inc

Australia based company engaged in providing on site

machining services ; US based company engaged in providing

onsite machining services

Furmanite Worldwide Inc. USA 5 7 1,3x

Feb-11 Facilities Services Group Limited

(formerly known as Circle Britannia

Limited)

UK based market provider of hard facilities management

services to large, multi-site operators, predominately in the

retail and leisure sectors

NBGI Private Equity Limited UK 33 5 0,1x 18,8x

Feb-11 Santia Ltd (Services Division) UK based services division of Santia Ltd which includes

Fumigation & Pest Control; Water Treatment & Hygiene; Fire

Safety & Prevention

Rentokil Initial Plc UK 10

Feb-11 Container and Pooling Solutions

Inc.

US based company engaged in providing container

management services and also engaged inrenting and pooling

of liquid and dry material containers for automotive, food,

beverage, pharmaceutical, cosmetic, and chemical

applications

Brambles Limited Australia 12

Jan-11 OAO RSU N 3 Russia based provider of elevator installation and


OOO Otis Lift Russia 4

Dec-10 ISS A/S (Denmark, Sweden and

Norway washroom activities

business)

Denmark, Sweden and Norway based washroom activities

business of ISS A/S

Berendsen plc UK 40

Dec-10 The Linc Group LLC US based company providing facilities management and

building systems services

ABM Industries Inc USA 441 228 0,5x

Dec-10 Wonbang tech Co., Ltd. (50%

Stake)

South Korea based company that provides cleaning

equipment and services

KT Capital USA 20

Nov-10 ENS France France based company that provides maintenance and

replacement of residential boilers

ENS Group France 18 22 1,2x

Oct-10 IDA Service AS Denmark based providers of service solutions for facility

management, cleaning and canteen

Compass Group Plc UK 20

Oct-10 Jackson Lloyd Ltd UK based company engaged in building

maintenance and providing services

Mears Group Plc UK 6

Sep-10 POWER SUPPORT Spanish company engaged in the operation and maintenance

of industrial facilities and power generation plants

Fenice Spa Italy 14

Sep-10 Skelleftea Energi Underhall

formerly owned by Vattenfall

Sweden based company engaged in providing maintenance

services to wind, water and heat industry

Skelleftea kraft AB Sweden

Sep-10 DTE Rail Services, Inc. US based provider of railcar maintenance, fleet management,

railroad operations and technology services

FreightCar America, Inc. USA 20 18 0,9x

Enterprise Value /



Exhibit 6

Facilities Management Comparable M&A Transactions (Con’t)(€ in millions except where mentioned in $)

Aug-10 Antimite Termite and Pest Control US based pest control company The Terminix International Company

L.P.

USA 23

Aug-10 Swisher International, Inc US based provider of hygiene products and services CoolBrands International Inc Canada 77

Jul-10 Rimex GmbH (70% Stake) Germany based facility management company engaged in

cleaning and maintenance of green spaces and outdoor

facilities

STRABAG Property and Facility

Services GmbH

Germany 27

Jul-10 Mid Western Lifts Services Ltd. Ireland based company engaged in installation, repair,

refurbishment and maintenance of lifts and escalators

Grupo Orona Spain 25 20 0,8x

Jul-10 Faceo FM SA France based integrated solutions provider for service sector

maintenance, with activities in engineering, systems

integration and multi-service and multi-technical maintenance

Vinci SA France 450

Jun-10 Caverion GmbH Germany based company that offers services in facility

engineering and facility systems. It provides consulting and

planning, construction and operation of complex air-

conditioning and ventilation systems, heating and refrigeration

YIT Corporation Finland 440 73 0,2x

Jun-10 Diversco Inc US based company providing cleaning and maintenance

specialized contract services and security services

ABM Janitorial Services USA 58

Jun-10 Powerminster Gleeson Services

Ltd

UK based company engaged in providing commercial and

residential property maintenance services

Morgan Sindall Group plc UK 8

Jun-10 SAS Ground Services UK Ltd UK based dvision of SAS Ground Services, the service

supplier of airline ground handling inNordic countries

BBA Aviation Plc UK 25

Jun-10 Clockwork Home Services Inc US based company having franchises for the home services

contractor market

Direct Energy LP USA 153

Jun-10 Audeca SL Spain based infrastructure, road maintenance and

environmental services company

Elecnor SA Spain 39 23 0,6x

Jun-10 Knightsbridge Guarding Limited;

Perception UK LLP

UK based provider of security and receptionist services for the

corporate sector


Jun-10 Castle Support Services Plc UK based investment holding company with interests in

electro-mechanical inspection, maintenance and repair

services

Sulzer (UK) Holdings Ltd UK 146 157 1,1x 7,8x 6,9x

Jun-10 DFM Providers Limited; Dalkia

Energy & Facilities Ltd

Ireland based provider of facilities management services;

Ireland based provider of facilities management services

Mitie Group Plc UK 29 13 0,4x

Jun-10 Southeast Service Corporation US based provider of facilities management services Crothall Services Group Inc Canada,USA 107 54 0,5x

May-10 Utilicom Group Limited UK based provider of services in building maintenance and

energy management and conservation

GDF Suez SA France 36

Apr-10 National Grid Energy Services

(service contract business)

US based provider of heating, cooling, and water heater repair

services

Homeserve Plc UK 22

Mar-10 D&S (Engineering Facilities)

Limited

UK based provider of facilities management services to blue-

chip UK client list

T. Clarke Plc UK 18 8 0,5x 21,5x 16,8x

Mar-10 Euro Environmental Group Limited UK based provider of drain and sewer cleaning, inspection

and repair services

Sovereign Capital Partners LLP UK 22

Feb-10 Hurley Corporation Canada based provider of cleaning and facility management

services

Compass Group Canada Ltd Canada 34


Median 0,5x 13,3x 11,9x

Deal value


Enterprise Value /


Section IV: Security Services CompaniesComparable Public Company Valuations

The Knowledge Centre’s security services comparable public company analysis involves 17 publicly traded security services companies (Exhibits 7 and 8).

The median EBIT and EBITDA margins are 5.7% and 8.9%, respectively. The median EV/EBIT and EV/EBITDA are 10.0x and 5.4x, respectively.

Exhibit 7

Security Services Comparable Company Profit Trends(€ in millions)

Exhibit 8

Security Services Company Valuation Trends(€ in millions)



Company Name 2010 2009 2008 2007 2006 2010 2009 2008 2007 2006 2010 2009 2008 2007 2006 2010 2009 2008 2007 2006

Brink's Co (The) 0,5x 0,4x 0,4x 0,9x 1,1x 5,2x 3,9x 3,5x 6,2x 8,6x 10,1x 6,1x 5,3x 10,4x 15,6x 21,8x 5,8x 6,7x 21,1x 5,3x

Central Security Patrols Co Ltd 0,2x 0,2x 0,2x 0,2x 0,4x 2,5x 2,5x 2,1x 3,0x 4,6x 5,4x 5,5x 3,8x 6,1x 9,8x 17,6x 17,0x 11,6x 14,3x 18,5x

China Security & Surveillance Technology Inc.0,8x 0,7x 0,8x 4,1x 4,5x 4,9x 5,0x 20,5x 5,0x 5,2x 5,8x 22,9x 3,5x 7,0x 6,7x 26,3x

Command Security Corp. 0,4x 0,4x 12,2x 29,3x 15,1x 36,2x 27,2x 26,2x

G4S plc 0,7x 0,7x 0,7x 0,9x 0,7x 7,7x 8,2x 8,3x 9,7x 8,5x 11,9x 12,6x 12,7x 14,7x 12,9x 16,1x 18,2x 19,1x 21,3x 24,9x

Garda World Security Corp 0,8x 0,8x 0,6x 0,9x 1,2x 12,6x 125,1x 34,2x 23,8x 19,7x 44,0x nm nm 148,6x 27,0x 10,0x nm nm 29,4x 29,2x

GlobalOptions Group Inc. 0,2x 0,2x 0,5x nm nm nm nm nm nm nm nm nm nm nm nm

IMPEL SA 0,3x 0,3x 0,1x 0,3x 0,4x 3,9x 3,9x 1,4x 6,0x 6,2x 5,3x 5,1x 1,7x 9,9x 10,1x 6,5x 9,9x 2,8x 41,3x 20,2x

Loomis AB 0,8x 0,6x 0,6x 5,4x 4,8x 4,5x 9,8x 9,3x 8,7x 14,2x 11,4x 8,4x

Mitie Group 0,5x 0,4x 0,6x 0,6x 8,8x 6,3x 9,4x 10,3x 11,1x 7,7x 11,3x 12,7x 14,1x 11,4x 17,0x 19,4x

Niscayah Group AB 0,9x 0,9x 0,5x 1,4x 1,8x 18,0x 9,2x 9,0x 12,2x 15,3x 39,1x 13,3x nm 15,4x 19,1x 42,1x 17,0x nm 19,9x 30,2x

Prosegur 1,1x 1,1x 0,8x 1,0x 1,1x 7,6x 7,8x 6,3x 8,5x 12,0x 10,5x 10,4x 8,1x 11,1x 16,9x 15,7x 14,1x 11,4x 15,3x 26,5x

Protection One

Secom 1,1x 1,3x 1,2x 1,6x 1,9x 5,5x 6,0x 6,5x 7,3x 8,4x 8,0x 8,8x 13,8x 10,8x 12,5x 13,8x 18,7x 39,4x 18,4x 21,1x

Securitas AB 0,6x 0,5x 0,6x 0,7x 0,8x 8,2x 7,3x 7,9x 11,5x 16,6x 10,7x 9,5x 10,4x 22,6x 28,2x 13,8x 12,1x 9,6x 62,7x 45,6x

Sohgo Security Services Co 0,2x 0,2x 0,3x 0,5x 0,7x 2,2x 3,1x 3,8x 5,7x 7,6x 6,1x 7,9x 10,7x 11,3x 13,4x 19,3x 23,9x 20,1x 18,5x 29,1x

Turvatiimi Oyj 0,9x 1,1x 0,8x 0,7x 0,9x nm nm nm nm nm nm nm nm nm nm nm nm nm nm nm





(Last)

EBITDA

(Last)

EBIT

(Last)

Market

cap.

(Current)

Enterprise

Value

(Current)

2010 2009 2008 2007 2006 2010 2009 2008 2007 2006

Brink's Co (The) USA 31/12/10 2 355 220 113 960 1 152 9,4% 10,5% 11,2% 14,4% 12,9% 4,8% 6,6% 7,6% 8,6% 7,1%

Central Security Patrols Co Ltd JPN 30/06/10 357 22 10 96 42 6,3% 6,9% 8,1% 8,2% 7,8% 2,8% 3,2% 4,5% 4,1% 3,7%

China Security & Surveillance Technology Inc.CHN 31/12/10 517 88 78 189 363 17,1% 13,5% 15,7% 19,9% 24,7% 15,2% 13,0% 13,4% 17,8% 23,7%

Command Security Corp. USA 108 3 3 3,2% 2,9% 2,6% 1,5% 2,5% 2,3% 2,5% 1,2%

G4S plc GBR 31/12/10 8 635 788 508 4 520 6 333 9,1% 9,1% 9,0% 9,2% 8,4% 5,9% 6,0% 5,9% 6,0% 5,5%

Garda World Security Corp CAN 31/03/10 823 50 14 247 658 6,0% 0,6% 1,8% 3,8% 5,9% 1,7% -4,7% -8,1% 0,6% 4,3%

GlobalOptions Group Inc. USA 31/12/10 0 -7 -12 -0,9% -3,1% -20,1% -3,5% -4,2% -7,3% -31,5% -28,5%

IMPEL SA POL 31/12/10 290 26 19 108 121 8,9% 8,3% 10,0% 5,5% 6,0% 6,5% 6,3% 7,8% 3,3% 3,7%

Loomis AB SWE 31/12/10 1 229 175 96 770 935 14,2% 13,3% 12,6% 2,2% 7,8% 6,8% 6,5% -3,4%

Mitie Group GBR 1 927 115 91 863 971 6,0% 6,3% 6,0% 5,8% 4,7% 5,2% 5,0% 4,7%

Niscayah Group AB SWE 31/03/10 738 37 17 692 805 5,1% 9,3% 5,9% 11,5% 11,8% 2,3% 6,5% -2,9% 9,1% 9,4%

Prosegur ESP 31/12/10 2 567 364 263 2 420 2 671 14,2% 14,2% 12,9% 11,4% 9,1% 10,2% 10,7% 10,0% 8,8% 6,4%

Protection One USA 257 63 45 24,6% 20,3% 22,3% 22,5% 17,7% -0,7% 4,4% 7,1%

Secom JPN 31/03/11 5 683 1 183 811 7 226 6 487 20,8% 21,1% 18,7% 21,8% 22,9% 14,3% 14,4% 8,9% 14,8% 15,3%

Securitas AB SWE 31/12/10 6 831 505 386 2 620 3 565 7,4% 7,5% 7,1% 6,2% 5,0% 5,7% 5,8% 5,5% 3,1% 2,9%

Sohgo Security Services Co JPN 31/03/11 2 391 195 70 761 406 8,2% 7,9% 7,7% 8,8% 9,4% 2,9% 3,1% 2,7% 4,5% 5,3%

Turvatiimi Oyj FIN 31/12/10 32 -3 -4 25 29 -9,5% -0,8% -6,1% -5,1% -6,4% -12,3% -4,0% -12,0% -8,9% -10,9%

Mean 9,0% 9,1% 8,3% 7,6% 9,0% 5,2% 5,6% 2,9% 2,9% 3,8%Median 8,9% 8,3% 8,1% 8,2% 8,1% 5,7% 6,0% 5,2% 4,4% 5,0%




The median EV/EBIT and EV/EBITDA for the comparable Security Services M&A transactions are 17.1x and 9.6x, respectively.

Exhibit 9

Security Services Comparable M&A Transactions(€ in millions except where mentioned in $)

Deal value


Apr-11 Falck A/S (55.2% Stake) Denmark based provider of rescue and safety services,

including emergency ambulance, fire fighting, health

care, and survival training

Kirkbi A/S; PFA Pension

Forsikringsaktieselskabs A/S;

Lundbeckfond Invest A/S

Denmark 584

Apr-11 OpSec Security Group Plc (95.23%

Stake)

UK based provider of anti-counterfeiting technologies,

products and services

Investcorp Technology

Partners

Bahrain USA 41

Apr-11 China Security & Surveillance

Technology Inc (79.1% Stake)

China based manufacturer and distributor of security

and surveillance systems.

Rightmark Holdings Limited British Virgin

Islands

482

Apr-11 Security Consultants Group, Inc. US based security and technical consulting company Paragon Systems Inc. USA 75 15 0,2x

Apr-11 The Cotswold Group Limited UK based company engaged in providing surveillance

and fraud investigation services

G4S Plc UK 11 12 1,1x 12,1x 10,8x

Apr-11 Consultora Videco S.R.L. Argentinia based guarding security services provider Securitas AB Sweden 29 29 1,0x

Apr-11 Seguricorp S A Chile based security services providing company Securitas AB Sweden 34 16 0,5x

Mar-11 Rural/Metro Corporation US based firm involved in fire protection services

business providing services to residential and

commercial property owners

Warburg Pincus LLC USA 434 479 1,3x 12,6x 9,6x

Feb-11 Signature Security Group Pty Ltd. Australia based provider of electronic security services,

including installation, monitoring, maintenance, sale and

leasing of electronic security equipment

Tyco International Ltd Switzerland 58 125 2,1x

Feb-11 Kolossal Canada based company that provides secutirty services Garda Security Group Canada 49 5 0,1x

Jan-11 Chubb Security Personnel Ltd. UK based company that provides professional security

personnel to local, national, and multinational customers

in industrial, corporate, distribution, and retail sectors in

the UK. It offers permanent security

Securitas AB Sweden 139 38 0,3x

Dec-10 Munt Centrale Holland B.V. Netherlands based provider of coin stock, cash

management, financing and the servicing of coin-

dispensing machines

G4S Plc UK 8

Dec-10 Threshold Financial Technologies Inc. Canada based provider of payments solutions,in

managed ATM and transaction processing services for

financial institutions and retailers in Canada

The Brink's Company USA 37 31 0,8x

Dec-10 LaserCard Corporation US based secure identity solutions provider Assa Abloy AB Sweden 43 40 0,9x 8,2x 5,8x

Dec-10 Monitronics International, Inc. US based home security systems company Ascent Media Corporation USA 217 910 4,2x 18,4x 6,1x

Dec-10 Xe Services LLC US based provider of military and defense training

services

USTC Holdings, LLC USA 151

Dec-10 Alarm West Group d.o.o (85% Stake) Bosnia and Herzegovina based company providing

security services


Dec-10 The Linc Group LLC US based company providing facilities management and

building systems services

ABM Industries Inc USA 441 228 0,5x

Enterprise Value /



Exhibit 9

Security Services Comparable M&A Transactions (Con’t)(€ in millions except where mentioned in $)

Nov-10 Cash 4 You Poland based company engaged in providing ATM

services operated by Diebold Poland Sp. z o.o.

SIBS – Forward Payment

Solutions

Portugal 22

Nov-10 Stratsec.net Pty Ltd Australia based firm providing independent information

security consulting and testing services

BAE Systems Plc UK 18

Nov-10 Servicio Pan Americano de Proteccion,

S.A. de C.V. (79% Stake)

Mexico based security services company The Brinks Company USA 285 44 0,2x

Nov-10 Security Professionals Inc; Security

Management Inc

US based company providing investigation and security

services; US based company providing security services


Oct-10 A.S.P. Security Inc. Canada based provider of security services ICTS Europe Holding BV Netherlands 4

Oct-10 Henry Bros. Electronics, Inc. US based provider of technology-based electronic

security solutions

Kratos Defense & Security

Solutions, Inc.

USA 38 35 0,9x 161,5x

Sep-10 SpecTal, LLC; Advanced Concepts,

Inc.; McClendon, LLC

US based companies providing technical and

professional services to the US intelligence and military

communities

BAE Systems, Inc. USA 232

Sep-10 QinetiQ North America Security and

Intelligence Solutions (S&IS)

US based security and intelligence solutions company

operating across a range of government sites in the

United States

ManTech International

Corporation

USA 41 44 1,1x

Sep-10 Reliance Security Group (UK security

services operations)

UK based security services operations Securitas AB Sweden 232 50 0,2x

Sep-10 QinetiQ North America Security and

Intelligence Solutions (S&IS)

US based security and intelligence solutions company

operating across a range of government sites in the

United States

ManTech International

Corporation

USA 41 44 1,1x

Sep-10 SpecTal, LLC; Advanced Concepts,

Inc.; McClendon, LLC

US based companies providing technical and

professional services to the US intelligence and military

communities

BAE Systems, Inc. USA 232

Aug-10 VSG Group Limited UK based security and support services company Compass Group Plc UK 136 99 0,7x 26,9x 17,9x

Jul-10 Zener Electronics Services Unites Arab Emirates based electronics company

engaged in the design, supply, installation and providing

maintenance services for electronic products

Sicli Holding SAS France 19

Jul-10 Legend Group Holding International

Pte Ltd

Singapore based provider of security services Securitas AB Sweden 7 6 0,9x

Jun-10 Kroll Inc US based risk consulting company engaged in

background screening, drug testing, and surveillance

services, fraud investigations, security services and

technology services

Altegrity Inc USA 944

Jun-10 Knightsbridge Guarding Limited;

Perception UK LLP

UK based providerS of security services for the

corporate sector


Aug-10 Legion Group plc UK based provider of total security solutions OCS Group UK Limited UK 15

Jun-10 Paragon Paragon is specialized in providing high level, armed

security officer services to various government agencies

and facilities under the oversight of the U.S. Federal

Protective Service and the U.S. Government

Department of Defense.

Securitas AB Sweden 107 26,8 0,3x

Jun-10 Instalarme Instalarme is a Brazilian electronic software and

hardware integration company, the market leader in the

country’s banking sector and counts all of Brazil’s largest

banks among its clients.

The business, founded in 1975 and acquired by the

Axxon Group in 2001, has around 13,600 alarm

G4S Plc UK 19 20,6 1,1x

Deal value


Enterprise Value /



Exhibit 9

Security Services Comparable M&A Transactions (Con’t)(€ in millions except where mentioned in $)

Jun-10 Bren security The Shri Lanka based company operates in guarding

services, mainly for embassies, international non

governmental organizations (NGOs), commercial sites

and residential customers in the Colombo city area.


May-10 Brink's Home Security Holdings Inc US based manufacturer of security alarms Tyco International Ltd Switzerland 417 1277 3,1x 17,1x 9,0x

Apr-10 Protection One Inc US company providing security alarm monitoring

services to residential and commercial subscribers

GTCR Golder Rauner LLC USA 256 617 2,4x 22,0x 9,8x

Apr-10 DynCorp International Inc. US based provider of support to military and civilian

government institutions, including aviation support,

infrastructure development, security, and logistics

Cerberus Capital Management

LP

USA 2 970 1238 0,4x 6,3x

Apr-10 Dan Kontrol Dan Kontrol, with 25 employees, is the largest

independent monitoring company in Denmark.

Securitas AB Sweden 2,6

Mar-10 Civil Biztonsagi Szolgalat Zrt Hungary based security services company Prostasia Zrt Hungary 30

Mar-10 SDB Cisco (India) Ltd (60.00% stake) India based security services company ISS A/S Denmark 31 24 1,3x

Mar-10 Zicom Electronic Security Systems Ltd

(electronic security systems integration

business)

India based electronic security systems integration

business

Schneider Electric India Pvt

Ltd

India 30 36 1,2x

Mar-10 GE Security Inc US based supplier of security and life safety

technologies

United Technologies

Corporation

USA 1 486 1502 1,0x

Mar-10 Secredo Seccredo is a leading Swedish consulting firm in the

field of highly qualified risk, crises and security

investigations and services


Mar-10 Claw Protection Services, South Africa The South African company is specialized in guarding,

mainly in the areas of Johannesburg and Pretoria


Feb-10 GSG Gesellschaft fuer Sicherheit und

Gebaeudemanagement mbH

Germany based cleaning and security services

providers to corporate customers

ALBE Dienstleistungs GmbH Germany

Jan-10 A&S Professional Security Services Inc US based provider of security services Andrews International USA

Jan-10 Adesta LLC and Adesta LP (formerly

McCarthy Group)

Adesta is US-based and provides systems integration

and project management services for integrated security

systems and communication systems. The business has

three areas of focus related to secure solutions for

critical infrastructure – seaports, other critical

G4S Plc UK 75 54 0,7x



Deal value


Enterprise Value /



The Knowledge Centre’s contract catering comparable public company analysis involves 5 publicly traded contract catering companies (Exhibits 10 and 11).


Exhibit 10

Contract Catering Comparable Company Profit Trends(€ in millions)

Exhibit 11

Contract Catering Public Company Valuation Trends(€ in millions)




(Last)

EBITDA

(Last)

EBIT

(Last)

Market

cap.

(Current)

Enterprise

Value

(Current)

2010 2009 2008 2007 2006 2010 2009 2008 2007 2006

Autogrill Finanziaria ITA 31/12/10 6 014 560 255 2 383 3 904 9,3% 10,4% 10,2% 10,6% 12,3% 4,2% 4,3% 5,6% 6,9% 7,6%

Catering International serv FRA 31/03/10 197 17 15 150 127 8,6% 10,5% 11,8% 14,1% 14,0% 7,8% 8,1% 9,3% 11,9% 11,8%

Compass Group GBR 30/09/10 16 803 1 434 1 150 12 605 13 412 8,5% 8,2% 7,4% 6,8% 6,9% 6,8% 6,5% 5,6% 5,2% 4,8%

Fuji Foods Inc JPN 483 28 7 5,7% 5,3% 5,8% 5,9% 1,5% 1,9% 2,5% 2,8%

Sodexo SA FRA 31/08/10 15 256 990 785 8 261 11 226 6,5% 6,6% 6,6% 6,1% 6,3% 5,1% 5,2% 5,2% 4,8% 4,8%

Mean 8,2% 8,3% 8,3% 8,7% 9,1% 6,0% 5,1% 5,5% 6,2% 6,4%Median 8,6% 8,2% 7,4% 6,8% 6,9% 6,0% 5,2% 5,6% 5,2% 4,8%


Company Name 2010 2009 2008 2007 2006 2010 2009 2008 2007 2006 2010 2009 2008 2007 2006 2010 2009 2008 2007 2006

Autogrill Finanziaria 0,7x 0,7x 0,6x 0,8x 1,0x 7,5x 6,9x 6,0x 8,0x 7,9x 16,5x 16,6x 10,8x 12,3x 12,8x 26,0x 60,6x 11,1x 18,7x 23,2x

Catering International serv 0,5x 0,6x 0,5x 0,7x 0,6x 5,5x 5,3x 4,0x 5,1x 4,0x 6,1x 6,8x 5,1x 6,1x 4,8x 12,4x 16,1x 11,1x 13,6x 9,2x

Compass Group 0,7x 0,6x 0,6x 0,6x 0,6x 8,7x 7,3x 8,7x 9,3x 9,0x 10,8x 9,3x 11,5x 12,3x 13,0x 14,8x 12,1x 14,3x 11,1x 19,8x

Fuji Foods Inc 0,3x 0,2x 0,2x 0,3x 4,4x 3,3x 3,0x 4,4x 17,2x 9,2x 6,9x 9,2x 15,6x 12,2x 7,8x 8,8x

Sodexo SA 0,7x 0,6x 0,7x 0,7x 0,6x 10,0x 9,5x 10,9x 10,9x 10,1x 12,6x 12,2x 14,0x 13,9x 13,2x 17,0x 15,9x 19,4x 21,7x 20,1x






The median EV/EBIT and EV/EBITDA for the comparable contract catering M&A transactions are 11.7x and 7.0x, respectively.

Exhibit 12

Contract Catering Comparable M&A Transactions(€ in millions except where mentioned in $)

Deal value


Apr-11 Comissaria Aerea Brasilia Ltda.;

Comissaria Aerea Brasil Ltda

Brazil based catering company providing meals to

airlines at the Brasilia and Goiania airports ; Brazil

based catering company providing meals to airlines

at the Brasilia and Goiania airports

Grupo RA Catering Brazil 16

Jan-11 RistoChef S.p.A. Italy based company engaged in providing

restaurant and airline catering services

Edenred Italia Srl (Edenred France

subsidiary)

Italy France 12

Jan-11 Menke Menue Germany based company engaged in food service

business operating in education and healthcare

sectors

Compass Group Deutschland

GmbH (Subsidiary of Compass UK)

Germany UK 5

Nov-10 Life's A Party Group Ltd Australia based company engaged in food

catering service, educational service and organising

events

Compass Group (Australia) Pty Ltd

(Subsidiary of Compass UK)

Australia UK 17

Nov-10 Alpha-Airfayre Limited (49%

Stake)

UK based company providing food catering services Alpha Flight UK Limited UK 8 4 1,1x

Nov-10 SkyGourmet Catering Private

Limited (74% Stake)

India based airline catering services provider gategroup Holding AG Switzerland 57

Oct-10 Alpha Flight UK Limited UK based provider of food catering services to the

airline industry

Dnata United Arab

Emirates

188 183 1,0x 72,2x

Apr-10 Gruppo Copra Italy based provider of catering services to

businesses, schools, healthcare, self-service

restaurants, buffets and banquets

Elior SCA France 13

Dec-09 Mediterranea de Catering SL Spain based catering company Alia Private Equity SCR SA

Inversiones Ibersuizas SA

Spain 74 70 0,9x 11,7x 9,5x

Apr-09 Radhakrishna Hospitality Services

Pvt Ltd

India based food service & hospitality solutions,

integrated facilities management and vending

solutions

Sodexo SA France 70 99 1,4x

Oct-09 Vanyera3 SL Spanish catering company Union Castellana de Alimentacion

SA

Spain 5

Dec-08 G2M (50.00% stake) Turkish catering company Actera Group Turkey 96 24 0,5x

Oct-08 Horkram Schulz Food Service AS Denmark based catering company Citti Handelsges mbH & Co. KG Germany 80

Oct-08 ITP services, s.r.o. Czech Republic based company engaged in

managing food and beverage activities at Prague

Airport

Airest Slovakia Gastronomy and

Retail sro Airest Terminal &

Catering Business Holding GmbH

Slovakia Austria 8

Oct-08 Arjan van Dijk Groep (75.00%

stake)

Netherland based event management services

provider.

Jaarbeurs Catering Services Netherlands 30

Sep-08 Centerplate, Inc. US based provider of food and related services,

including concessions, catering and merchandise

services in sports facilities, convention centers and

other entertainment facilities

Kohlberg & Company LLC USA 503 150 0,3x 9,5x 4,1x

Enterprise Value /



Exhibit 12

Contract Catering Comparable M&A Transactions (Con’t)(€ in millions except where mentioned in $)

Sep-08 Fast Food Servis Czech Republic based provider of operator activities

in Food & Beverage at the airport in Prague Czech

Republic

Airest Terminal & Catering

Business Holding GmbH

Austria 6 15 2,6x 19,6x

Aug-08 CAFE Group Capitol Vending US based food service provider; US based local

vending operation servicing central Indiana

Treat America Food Services Inc USA

Aug-08 7 Yedi Endustriyel Yemek Turkey based catering company Yemekci Turkey

Jul-08 Qua.ser s.r.l.; Zilch Ristorazione

s.r.l.

Italy based company engaged in catering services.;

Italy based provider of canteen and refectory

outsourcing services.

Gruppo Gemeaz Cusin Srl Italy

Jul-08 CLS Catering Services Limited

(30.00% stake)

Canada based provider of catering services in

airlines

LSG Lufthansa Service Europa

Afrika GmbH

Germany 4

Jul-08 Olympic Catering SA (55.70%

stake)

Greece based inflight catering company Alkmini Catering Greece 24

Jul-08 Lufthansa Airport Service-

Gesellschaft

Germany based catering company which has its

core competencies in food processing, logistics and

service profitably on the ground

SSP Deutschland GmbH Germany 27

Jun-08 Sardunya AS Turkey based catering group ISS Turkey Turkey

Jun-08 Cerfal Lecocq SA SDM France based companies providing food catering

and event organisation related services.

Holding SDPL Finorpa France

Jun-08 Grupo Servicoin S.A. de C.V Mexico based catering company ISS A/S Denmark

Jun-08 Yedi Turkey based company engaged in catering

business.

Bulutoglu Gida ve Lojistik

Hizmetleri AS

Turkey 13

Jun-08 SCK DUS GmbH& Co KG

Duesseldorf

Germany based joint venture, created by Air Berlin

and SCK Sky Catering Kitchen GmbH

Bordverpflegung & Co Service KG Ulm

Gate Gourmet Switzerland GmbH Switzerland

USA

May-08 Topic Caterers Australian based resources catering company ISS A/S Denmark 20

Apr-08 Polrest SA (formerly Gastropol

Group Sp. z.o.o.)

Poland based catering company and restaurant

operator.

ISS A/S Denmark 10

Apr-08 Aeromeal (majority stake) Russia based provider of airline catering services LSG Lufthansa Service Europa

Afrika GmbH

Germany

Mar-08 Cremonini s.p.a. Italian company operating in the food sector. The

business interests include distribution, production

and catering.

Luigi Cremonini Italy 2 482 138 0,4x 11,1x 7,0x

Mar-08 Catering Partnership Holdings

Limited

UK based food services operator Mitie Facilities Services Limited UK 18 9 0,5x

Mar-08 Accor (GR Brasil Servicos de

Alimentacao) (50.00% stake)

Brasil based provider of catering services Compass Group Plc UK 383 119 0,6x

Deal value


Enterprise Value /



Exhibit 12

Contract Catering Comparable M&A Transactions (Con’t)(€ in millions except where mentioned in $)


Deal value


Enterprise Value /

Feb-08 The Oggenfuss Catering by

Wilfinger services GmbH (Majority

Stake)

Switzerland based restaurant operator and catering

service provider

Kofler & Kompanie AG Germany

Jan-08 Redcoral Catering Limited

(Insomnia) (51.00% stake)

Ireland based coffee shops chain and catering

company

Penninn H F Iceland 16

Jan-08 Patman Services Indian provider of facilities management,

housekeeping, business dining, catering and other

services

Aramark Corporation USA





The Knowledge Centre’s Human Resources comparable public company analysis involves 29publicly traded Human Resources Services companies (Exhibits 13 and 14).


Exhibit 13

Human Resources Services Comparable Company Profit Trends(€ in millions)



(Last)

EBITDA

(Last)

EBIT

(Last)

Market

cap.

(Current)

Enterprise

Value

(Current)

2010 2009 2008 2007 2006 2010 2009 2008 2007 2006

Adecco Sa CHE 31/12/10 18 656 808 666 7 963 8 716 4,3% 2,6% 5,2% 5,7% 4,6% 3,6% 0,4% 3,8% 5,0% 4,0%

Ambition Group Ltd. AUS 31/12/10 75 3 2 15 10 3,8% 0,7% 0,9% 8,1% 9,8% 2,9% -8,3% -18,7% 7,3% 9,1%

CPL Resources IRL 31/03/10 190 5 4 100 57 2,6% 0,5% 8,0% 9,6% 2,1% 0,1% 7,7% 9,5%

D.L.S.I. FRA 117 2 1 21 28 1,7% 4,0% 4,6% 3,1% 1,2% 3,8% 4,3% 3,3%

Demos FRA 96 7 4 68 78 7,2% 12,0% 11,1% 10,4% 3,7% 8,8% 9,4% 8,8%

Groupe CRIT SA FRA 31/12/10 1 311 44 38 260 223 3,4% 1,8% 3,5% 4,9% 3,8% 2,9% 1,2% 3,1% 4,4% 3,4%

Harvey Nash Group GBR 434 4 2 70 65 0,8% 2,7% 2,9% 3,0% 0,4% 2,5% 2,7% 2,7%

Hays PLC GBR 3 322 69 48 1 771 1 859 2,1% 6,9% 11,3% 10,6% 1,5% 6,5% 10,6% 10,2%

Hydrogen Group Plc GBR 31/12/10 144 4 3 24 26 2,6% 1,2% 4,7% 8,9% 8,7% 2,1% -7,2% 2,3% 7,1% 7,0%

Insperity Inc. USA 31/12/10 1 298 39 28 569 346 3,0% 2,6% 4,7% 5,0% 5,6% 2,2% 1,6% 3,8% 3,9% 4,4%

InterQuest Group PLC GBR 31/12/10 131 4 3 23 26 3,2% 3,2% 5,2% 5,3% 5,4% 2,1% 2,0% 4,1% 4,2% 4,2%

Kelly Services Inc USA 02/01/11 3 698 56 24 462 461 1,5% -1,2% 1,0% 2,2% 2,2% 0,7% -3,4% -1,3% 1,4% 1,4%

Korn Ferry International USA 453 22 -2 642 485 4,9% 8,5% 12,2% 13,3% -0,5% -1,8% 11,0% 11,9%

ManpowerGroup USA 31/12/10 14 236 315 -94 3 578 3 526 2,2% 1,2% 3,6% 4,5% 3,5% -0,7% 0,3% 2,4% 4,0% 3,0%

Matchtech Group Plc GBR 31/07/10 317 11 11 56 61 3,5% 4,6% 5,6% 5,5% 5,6% 3,3% 4,3% 5,3% 5,3% 5,3%

Michael Page Intl GBR 30/06/10 972 96 117 1 816 1 725 9,9% 4,4% 15,5% 18,9% 16,0% 12,0% 2,8% 14,4% 18,0% 15,0%

Monster Worldwide Inc USA 31/12/10 690 21 -30 1 371 1 344 3,0% 6,6% 17,2% 19,4% 24,1% -4,3% -1,5% 12,9% 15,9% 20,8%

OPD Group Plc GBR 55 -1 -2 -2,5% 7,1% 10,8% 11,8% -3,7% 0,7% 8,5% 10,8%

Parity GBR 31/03/10 109 -5 -6 12 19 -4,4% 1,4% 2,4% 2,6% 0,8% -5,1% 1,0% 2,1% 2,3% 0,5%

Poolia AB SWE 31/12/10 115 1 -8 57 1,1% 2,9% 7,8% 5,8% 6,5% -6,7% 2,2% 7,3% 5,2% 6,1%

Prime People GBR 16 1 1 8 5 4,6% 4,6% 11,0% 10,9% 3,2% 3,5% 10,4% 10,3%

Randstad NLD 31/12/10 14 179 772 342 5 812 6 713 5,4% -2,8% 0,2% 6,6% 6,0% 2,4% -6,1% -0,2% 5,9% 5,2%

Robert Half Intl USA 31/12/10 2 396 129 86 2 841 2 622 5,4% 4,3% 10,6% 11,8% 12,7% 3,6% 2,2% 9,0% 10,3% 11,2%

Robert Walters GBR 31/12/10 495 19 15 248 220 3,9% 1,8% 6,4% 8,8% 7,7% 3,1% 0,5% 5,5% 8,2% 7,1%

SThree Plc GBR 28/11/10 558 31 24 569 510 5,6% 2,7% 9,2% 10,5% 5,4% 4,3% 1,3% 8,3% 9,8% 4,9%

Synergie SA FRA 31/12/10 1 233 42 35 327 300 3,4% 2,0% 3,8% 4,0% 3,7% 2,8% 1,7% 3,6% 5,4% 3,4%

Towers Watson & Co USA 1 956 289 135 3 279 2 971 14,8% 16,9% 17,0% 15,9% 6,9% 12,5% 12,9% 12,1%

TrueBlue Inc USA 31/12/10 867 34 21 426 312 3,9% 2,8% 5,8% 7,6% 8,5% 2,5% 1,2% 0,2% 6,8% 7,7%

Work Group Plc GBR 25 -1 -1 5 3 -2,6% 2,6% 9,1% 8,3% -3,6% 1,7% 7,5% 5,9%

Mean 3,4% 2,6% 6,2% 8,4% 8,2% 1,8% 0,3% 3,7% 7,4% 7,2%Median 3,4% 2,6% 5,2% 8,0% 7,7% 2,5% 1,2% 3,6% 7,1% 6,1%




Exhibit 14

Human Resources Services Public Company Valuation Trends(€ in millions)


Company Name 2010 2009 2008 2007 2006 2010 2009 2008 2007 2006 2010 2009 2008 2007 2006 2010 2009 2008 2007 2006

Adecco Sa 0,5x 0,5x 0,2x 0,4x 0,5x 11,6x 17,9x 4,6x 6,4x 10,9x 14,0x 106,1x 6,4x 7,2x 12,4x 20,3x 834,6x 8,5x 9,2x 15,7x

Ambition Group Ltd. 0,1x 0,2x nm 0,5x 0,5x 3,9x 28,0x nm 6,7x 4,8x 5,2x nm 0,0x 7,5x 5,2x 10,8x nm nm 11,4x 9,2x

CPL Resources 0,3x 0,0x 0,1x 1,2x 10,3x 7,7x 1,7x 12,6x 13,1x 53,0x 1,8x 12,9x 21,0x 78,0x 4,0x 16,0x

D.L.S.I. 0,2x 0,2x 0,3x 0,3x 12,1x 3,8x 6,8x 10,6x 17,4x 4,1x 7,3x 10,1x 24,8x 4,0x 8,7x 13,1x

Demos 0,7x 0,7x 1,5x 9,8x 5,8x 13,6x 19,1x 7,8x 16,1x 99,8x 15,4x 35,1x

Groupe CRIT SA 0,1x 0,2x 0,1x 0,3x 0,4x 4,3x 9,2x 2,7x 5,7x 9,5x 5,1x 13,4x 3,1x 6,2x 10,8x 16,3x 27,3x 4,1x 8,6x 14,3x

Harvey Nash Group 0,1x 0,0x 0,1x 0,2x 6,3x 1,6x 3,1x 7,0x 12,1x 1,8x 3,3x 7,9x 30,7x 3,4x 6,1x 12,4x

Hays PLC 0,5x 0,5x 0,5x 1,2x 24,2x 7,0x 4,6x 11,4x 34,4x 7,5x 4,9x 11,8x 136,5x 11,2x 6,6x 14,9x

Hydrogen Group Plc 0,3x 0,2x 0,1x 0,6x 10,4x 19,7x 3,0x 6,2x 12,7x nm 6,1x 7,8x 17,6x nm 12,9x 12,7x

Insperity Inc. 0,3x 0,2x 0,1x 0,3x 0,7x 8,6x 7,7x 3,2x 6,5x 11,8x 12,0x 12,4x 3,9x 8,3x 14,8x 34,1x 36,5x 11,9x 15,9x 25,4x

InterQuest Group PLC 0,2x 0,2x 0,2x 0,4x 6,5x 5,6x 3,1x 7,7x 9,7x 9,0x 4,0x 9,6x 10,9x 10,9x 4,2x 10,8x

Kelly Services Inc 0,1x 0,1x 0,1x 0,1x 0,2x 9,2x nm 7,7x 5,6x 8,2x 21,0x nm nm 8,5x 12,5x 26,4x nm nm 11,1x 16,6x

Korn Ferry International 0,9x 0,3x 0,6x 1,1x 17,7x 3,7x 4,9x 8,6x nm nm 5,4x 9,6x 140,7x nm 13,1x 19,9x

ManpowerGroup 0,3x 0,3x 0,1x 0,2x 0,4x 12,1x 20,2x 3,5x 5,3x 10,5x nm 96,7x 5,4x 6,0x 12,5x nm nm 12,1x 9,4x 16,0x

Matchtech Group Plc 0,2x 0,1x 0,2x 0,6x 5,8x 2,5x 4,4x 10,0x 6,1x 2,6x 4,6x 10,4x 8,1x 3,7x 6,7x 14,4x

Michael Page Intl 2,0x 1,5x 0,6x 1,1x 2,3x 20,8x 34,6x 4,0x 5,9x 14,6x 17,0x 53,9x 4,3x 6,2x 15,5x 38,0x 98,6x 7,1x 9,3x 23,0x

Monster Worldwide Inc 3,1x 2,0x 0,9x 2,5x 4,9x 101,7x 30,9x 5,5x 13,1x 20,1x nm nm 7,3x 16,0x 23,4x nm 110,0x 11,5x 27,4x 161,5x

OPD Group Plc 0,4x 0,0x 0,3x nm 0,6x 2,5x nm 6,1x 3,2x nm nm 6,9x

Parity 0,1x 0,1x 0,1x 0,2x 0,2x nm 8,4x 2,1x 6,6x 26,6x nm 11,8x 2,4x 7,5x 47,1x nm nm nm 51,6x 34,9x

Poolia AB 0,4x 0,2x 0,4x 0,9x 15,1x 2,1x 6,9x 14,4x 19,9x 2,3x 7,6x 15,4x nm 35,5x 4,3x 9,9x 22,4x

Prime People 0,2x nm 0,3x 0,8x 3,5x nm 3,0x 7,1x 4,9x nm 3,2x 7,5x 13,7x 3,2x 4,8x 10,9x

Randstad 0,5x 0,6x 0,3x 0,4x 0,7x 9,9x nm 125,7x 5,4x 11,9x 22,3x nm nm 6,1x 13,8x 23,9x nm 216,4x 8,3x 16,9x

Robert Half Intl 1,3x 1,2x 0,6x 0,9x 1,4x 24,4x 27,6x 5,7x 7,2x 11,3x 36,3x 55,3x 6,7x 8,3x 12,9x 67,7x 106,6x 12,6x 14,4x 22,0x

Robert Walters 0,6x 0,5x 0,2x 0,3x 1,0x 15,2x 27,5x 2,6x 3,6x 12,8x 19,2x 92,6x 3,0x 3,9x 13,9x 32,3x 680,5x 6,4x 6,7x 19,7x

SThree Plc 0,6x 0,5x 0,2x 0,5x 1,3x 10,8x 18,5x 2,3x 4,8x 24,6x 14,2x 39,7x 2,6x 5,1x 27,4x 23,9x 63,4x 4,3x 8,0x 44,1x

Synergie SA 0,2x 0,3x 0,1x 0,3x 0,3x 6,0x 12,8x 2,9x 8,5x 9,1x 7,3x 15,0x 3,1x 6,3x 9,9x 18,4x 31,8x 6,1x 10,1x 15,5x

Towers Watson & Co 1,0x 0,8x 1,2x 1,3x 6,9x 4,9x 7,3x 8,4x 14,9x 6,6x 9,6x 11,1x 23,9x 10,9x 14,8x 18,4x

TrueBlue Inc 0,5x 0,5x 0,2x 0,4x 0,5x 14,1x 18,4x 3,6x 5,5x 6,4x 22,3x 44,9x 109,9x 6,2x 7,0x 40,0x 74,6x nm 9,8x 12,1x

Work Group Plc 0,0x 0,0x 0,4x 0,6x nm 1,4x 4,9x 6,9x nm 2,1x 5,9x 9,7x nm 6,9x 9,1x 13,2x






The median EV/EBIT and EV/EBITDA for the comparable Human Resources Services M&A transactions are 11.4x and 9.8x, respectively.

Exhibit 15

Human Resources Services Comparable M&A Transactions(€ in millions except where mentioned in $)

Deal value

Date Target Company Target Description Bidder Company Country Revenue (€m) Sales EBIT EBITDA

Apr-11 ZeroChaos Inc US based provider of contingent workforce compliance and

management services

Snow Phipps Group, LLC USA 137

Apr-11 Tribal Helm Corporation Limited;

Tribal HCH Limited; SDP

Regeneration Services 2 Limited ;

UK based company engaged in providing business &

management consultancy services, human resource and

communications

Capita Business Services Ltd United

Kingdom

83 17 0,2x

Mar-11 Moody International Ltd UK based supplier of management system certification,

technical and inspection services, technical staffing, and

consulting & training

Intertek Group Plc (formerly

known as Intertek Testing

Services Plc)

United

Kingdom

356 523 1,5x 13,5x

Feb-11 Valesta NV Belgium based provider of specialized staffing in the area of

clinical research

On Assignment, Inc Belgium,United

Kingdom,Irelan

d

13

Feb-11 Sonans Privatgymnas AS Norway based company Providing Educational training Procuritas Capital Investors IV

LP

Sweden 22

Jan-11 Aston Carter Limited UK based staffing agency Allegis Group, Inc. USA 112 64 0,6x 11,0x 10,7x

Jan-11 Nederlandse Interim Groep Netherlands based recruitment firm DPA Group N.V. Netherlands 28

Jan-11 SHL Group Limited UK based recruitment and staffing services company,

providing assessment and development solutions to clients

and strategic people

SHLPreVisor Inc. USA 170

Dec-10 Xe Services LLC US based provider of military and defense training services USTC Holdings, LLC USA 151

Nov-10 Pulse Staffing Limited (Majority Stake) UK based provider of health and social care staffing services Blackstone Group L.P. USA 186 88 0,4x 6,8x 6,5x

Nov-10 Magna Infotech Pvt. Ltd. India based company that provides IT staffing services Ikya Human Capital Solutions

Private Limited

India 14 16 1,1x

Nov-10 COMFORCE Corporation US staffing, consulting, and outsourcing company that

provides clients with temporary employees for high-skills jobs

in the information technology, telecommunications, and health

care industries

ABRY Partners LLC USA 392 110 0,3x

Nov-10 Nigel Wright Consultancy Limited UK based recruitment and management consulting firm Baird Capital Partners Europe

Limited

United

Kingdom

8 17 2,2x 21,6x 19,5x

Oct-10 Ma Foi Management Consultants Ltd.

(Undisclosed Stake)

India based international HR service provider Randstad Holding NV Netherlands 6

27/08/2010 Insurance Overload Services, Inc. US based company that offers temporary and permanent

employment staffing services

Corporate Resource Services Inc USA 5

Sep-10 INPUT, Inc. US based provider of market intelligence, analysis, consulting,

and events and training services

Deltek, Inc. USA 19 44 2,3x

Sep-10 Wridgways Australia Limited Australia based company providing removal, packaging,

storage, and relocation solutions

Santa Fe Holdings Ltd Hong Kong 78 59 0,7x 9,9x 8,6x

Sep-10 Learn.com, Inc. US based provider of SaaS learning management solutions Taleo Corporation USA 99

Sep-10 Insurance Overload Services, Inc. US based company that offers temporary and permanent

employment staffing services

Corporate Resource Services Inc USA 5

Enterprise Value /



Exhibit 15

Human Resources Services Comparable M&A Transactions (Con’t)(€ in millions except where mentioned in $)

Aug-10 FujiStaff Holdings Inc (79.5% Stake) Japan based provider of personnel placement and planned

recruitment services

Randstad Holding NV Netherlands 473 162 0,4x 13,3x 11,1x

Aug-10 Rigzone.com, Inc. U.S. based online company specializing in career services for

professionals in the oil and gas industry, as well as in content,

data, and advertising related to the oil and gas industry

Dice Holdings, Inc. USA 7 43 6,5x 9,8x

Aug-10 Online Career Center Mexico Inc

(40% Stake)

Mexico based operator of online employment services SEEK Limited Australia 31

Jul-10 Medfinders Inc US based provider of nurse staffing services to hospitals and

other healthcare facilities

AMN Healthcare Services Inc USA 169

Jul-10 Integrity Interactive Corporation US based compliance and business ethics consultant and

training services provider

SAI Global Limited Australia 132

Jul-10 Sharpstream Life Sciences Limited UK based provider of search services for executive to middle

managers in the life sciences industry

On Assignment, Inc. USA 3 4 1,1x

Jul-10 Vaughan Systems (55% Stake) Spain based on-site and multimedia English language training

company

AC Capital Premier II Spain 20 14 1,3x

Jul-10 Optimark SA (56.46% Stake) Optimark is one of the leading French operators in the field of

commercial presentations, external sales forces, and training.

OC Financial Inc USA 20 9 0,8x 11,7x

Jul-10 Medical Staffing Network Inc US based healthcare staffing company and provider of per

diem nurse staffing services

MSN AcquisitionCo, LLC USA 237 67 0,3x 6,0x

Jun-10 Intelligence Ltd Japan based recruitment and consulting company Kohlberg Kravis Roberts & Co USA 452 288 0,6x 27,9x

Jun-10 Independent Clinical Services Limited UK based provider of temporary nursing staff on a short term,

last minute and emergency basis

Blackstone Group Holdings LLC USA 132

Jun-10 Wynnwith Group Ltd UK based technical engineering personnel and project design

solutions provider

Morson Wynnwith Limited United

Kingdom

79 9 0,1x

Jun-10 Ross Education LLC (58% Stake) US based provider of vocational school job training and related

services

JLL Partners USA 195

May-10 Melorio Plc UK based company providing vocational training,

apprenticeships and TtG Plus programs to the information and

communications technology industries

Pearson Plc UK 66 121 1,8x 7,9x 6,5x

May-10 WorldwideWorker.com Netherlands based company that provides energy jobs for

engineers and professionals in the energy sector

Dice Holdings Inc USA 7

Apr-10 The Cambridge Group Ltd US based provider of recruiting, consulting and staffing

services for physician, pharmaceutical and IT jobs

On Assignment Inc USA 8 4 0,5x

Apr-10 COMSYS IT Partners Inc US based company specialized IT staffing and project

implementation services, including Website development and

integration, application programming and development,

client/server development, systems software architecture and

design, systems engineering and systems integration

Manpower Inc USA 450 296 0,7x 29,8x 16,2x

Mar-10 Trustaff Inc US based national health care staffing company Medical Connections Holdings

Inc

USA 20

Feb-10 Brainhunter Inc (formerly TrekLogic

Technologies Inc)

Canada based recruiting and staffing firm. It manages post-

hire activities, including contract management, billing, internal

and external payment processing, payroll administration and

financial reporting

Zylog Systems Limited India 35 34 1,0x

Feb-10 OneClickHR Plc UK based company engaged in the design, production,

marketing, and sale of human resources software. The

company also provides consulting services, online HR

services, and HR outsourcing and training services

ADP Network Services Ltd UK 6 16 2,6x 52,0x 21,2x

Deal value


Enterprise Value /



Exhibit 15

Human Resources Services Comparable M&A Transactions (Con’t)(€ in millions except where mentioned in $)

Feb-10 Hotjobs.com Inc US based online recruitment solutions and software company

of Yahoo! Inc

Monster Worldwide Inc USA 162

Feb-10 Tatum LLC US based recruiting and staffing company SFN Group (formerly Spherion

Corporation)

USA 84 33 0,4x

Jan-10 MPS Group Incorporated US provider of staffing and consulting services, as well as

solutions in the areas of information technology, finance,

accounting, law, engineering and healthcare.

Adecco SA Switzerland 1 591 772 0,5x 9,3x 7,9x

Jan-10 HighCare Detachering BV (Significant

Stake)

Netherland based staffing agency of medical professionals High Care Holding BV Netherlands 5

Jan-10 Towers Perrin Forster & Crosby Inc US based provider of human resource and administration

consulting services, reinsurance intermediary, and actuarial

and management consulting

Watson Wyatt Worldwide, Inc USA 1245

Jan-10 Fagro Consultancy BV MBO of Netherlands based interim and financial consultancy

firm of Altran Technologies SA

Fagro Consultancy BV (MBO

Vehicle)

Netherlands 19 12 0,6x 3,0x 3,0x



Deal value


Enterprise Value /


Section VII: Waste Management Services CompaniesComparable Public Company Valuations

The Knowledge Centre’s Waste Management comparable public company analysis involves 35 publicly traded Waste Management & Recycling companies (Exhibits 16 and & 17).

The median EBIT and EBITDA margins for the Waste Management industry are 8.8% and 17.7%, respectively. The median EV/EBIT and EV/EBITDA for the Waste Management industry are 15.1x and 7.9x, respectively.

The median EBIT and EBITDA margins for the Recycling industry are 4.6% and 7.8%, respectively. The median EV/EBIT and EV/EBITDA for the Recycling industry are 9.9x and 7.2x, respectively.

Exhibit 16

Waste Management & Recycling Comparable Company Profit Trends(€ in millions)


Waste Management


(Last)

EBITDA

(Last)

EBIT

(Last)

Market

cap.

(Current)

Enterprise

Value

(Current)

2010 2009 2008 2007 2006 2010 2009 2008 2007 2006

Augean plc GBR 31/12/10 40 6 1 32 36 15,5% 19,5% 26,4% 32,1% 34,5% 2,8% -169,7% 12,9% -86,3% -24,3%

Biancamano SpA ITA 31/12/10 265 28 13 61 181 10,6% 10,4% 11,9% 13,9% 13,7% 4,9% 3,9% 5,9% 7,6% 7,6%

Casella Waste Systems USA 395 89 32 116 514 22,5% 19,5% 20,4% 20,5% 8,0% -3,6% 6,8% 2,5%

Clean Harbors Inc USA 31/03/10 1 306 232 160 1 857 1 838 17,7% 13,7% 14,8% 13,0% 13,2% 12,3% 7,2% 9,9% 9,0% 7,9%

Covanta Holding Corp. USA 31/12/10 1 194 260 76 1 710 3 215 21,8% 25,7% 30,6% 34,7% 38,8% 6,4% 11,1% 18,6% 18,7% 23,4%

EnergySolutions Inc. USA 31/12/10 1 322 101 33 331 803 7,6% 9,0% 9,2% 10,5% 27,8% 2,5% 6,0% 6,6% 6,6% 21,1%

Fomento Const y Contr(Fcc ESP 31/12/10 12 114 1 435 850 2 412 11 423 11,8% 11,5% 12,3% 14,6% 14,3% 7,0% 5,8% 6,8% 9,3% 9,2%

GPE Groupe Pizzorno EnvironnementFRA 168 27 13 78 133 16,3% 15,0% 16,8% 19,0% 7,8% 3,9% 7,0% 9,5%

Heritage-Crystal Clean Inc. USA 01/01/11 84 8 4 177 161 9,2% 7,7% 5,4% 9,3% 10,9% 5,0% 3,2% 2,1% 9,4% 7,7%

INTERSEROH SE DEU 31/12/10 1 940 85 61 508 598 4,4% 3,1% 2,6% 4,6% 4,6% 3,1% 1,2% 1,5% 3,6% 3,6%

Lassila And Tikanoja FIN 31/12/10 598 84 40 511 624 14,0% 15,6% 13,7% 14,8% 17,3% 6,7% 8,7% 7,0% 8,8% 10,9%

Newalta Corp. CAN 31/12/10 435 82 40 449 653 19,0% 16,5% 21,1% 19,4% 27,0% 9,2% 5,8% 12,5% 10,7% 19,2%

Perma Fix Environmental Services USA 31/12/10 74 8 5 53 60 11,1% 14,1% 8,9% 10,6% 12,6% 6,4% 9,4% 2,9% 3,1% 7,0%

Progressive Waste Solutions Ltd CAN 30/06/10 1 079 297 141 2 131 3 004 27,6% 28,3% 27,5% 30,0% 30,6% 13,1% 12,7% 11,5% 11,6% 11,4%

Promotora Ambiental S.A. MEX 140 27 9 78 141 19,1% 16,8% 7,8% 14,7% 6,3% 8,7% 7,9% 4,5%

Republic Services Inc USA 31/03/10 6 117 1 809 1 044 8 543 13 207 29,6% 28,4% 19,8% 26,9% 26,7% 17,1% 17,8% 7,7% 17,3% 17,1%

Seche Environnement FRA 31/12/10 402 101 68 556 752 25,2% 26,1% 26,7% 27,1% 26,0% 16,9% 17,3% 16,8% 14,2% 16,2%

Shanks Group GBR 766 101 40 542 926 13,2% 16,3% 16,8% 15,4% 5,2% 9,2% 9,8% 9,2%

Stericycle USA 31/12/10 1 086 319 278 5 511 6 239 29,4% 30,2% 28,2% 27,4% 29,0% 25,6% 26,5% 25,0% 24,3% 25,3%

Suez Environnement Company SA FRA 31/12/10 13 869 2 285 1 224 7 496 16 695 16,5% 13,9% 14,4% 15,2% 15,8% 8,8% 6,4% 8,0% 8,4% 8,8%

Transpacific Industries Group AUS 1 438 311 193 720 2 079 21,6% 24,4% 29,3% 28,2% 13,4% 8,2% 23,6% 22,6%

US Ecology Inc. USA 31/12/10 79 22 16 210 250 28,4% 24,3% 25,9% 24,8% 28,4% 19,7% 17,6% 19,8% 18,7% 21,4%

Veolia Environnement SA FRA 31/12/10 34 787 3 456 1 940 11 111 29 369 9,9% 9,9% 9,4% 11,6% 11,6% 5,6% 5,3% 5,3% 7,3% 7,3%

Waste Connections Inc USA 31/12/10 996 319 200 2 534 3 178 32,1% 30,3% 29,6% 30,6% 30,0% 20,1% 18,7% 20,2% 21,6% 20,3%

Waste Management Inc USA 31/12/10 9 443 2 482 1 585 12 914 19 009 26,3% 25,9% 25,9% 26,1% 24,9% 16,8% 16,0% 16,7% 16,7% 14,9%

WCA Waste Corp. USA 31/12/10 173 40 17 93 256 23,2% 26,0% 25,7% 27,4% 28,6% 9,9% 11,3% -11,0% 12,2% 14,0%

Mean 18,6% 18,6% 18,5% 19,8% 21,7% 10,5% 3,2% 9,0% 8,0% 11,5%Median 17,7% 17,8% 18,2% 18,1% 22,7% 8,8% 7,9% 8,1% 9,4% 10,2%




Exhibit 17

Waste Management Public Company Valuation Trends(€ in millions)


Recycling


(Last)

EBITDA

(Last)

EBIT

(Last)

Market

cap.

(Current)

Enterprise

Value

(Current)

2010 2009 2008 2007 2006 2010 2009 2008 2007 2006

Aurea SA FRA 31/12/10 118 14 8 107 104 11,7% 11,0% 20,4% 27,3% 31,3% 6,5% 11,2% 15,5% 22,1% 25,0%

Commercial Metals USA 31/08/10 4 964 31 -102 1 202 1 796 0,6% 3,9% 5,1% 8,2% 8,9% -2,0% 1,6% 3,8% 6,9% 7,7%

Daiseki Co JPN 28/02/11 280 64 47 605 482 23,0% 23,9% 26,1% 28,8% 26,1% 16,8% 16,1% 20,0% 23,2% 21,0%

Derichebourg FRA 30/09/10 3 120 244 144 1 074 1 913 7,8% 4,3% 6,8% 5,2% 2,4% 4,6% -0,1% 4,3% 2,8% 0,6%

Groupe Dupuy FRA 70 1 -2 1,5% -1,8% 4,8% -2,4% -4,8% 3,9%

Industrial Services of America USA 30/06/10 259 13 10 51 81 5,1% 7,0% 5,9% 8,0% 8,5% 4,0% 5,4% 2,8% 5,4% 5,7%

INTERSEROH SE DEU 31/12/10 1 940 85 61 508 598 4,4% 3,1% 2,6% 4,6% 4,6% 3,1% 1,2% 1,5% 3,6% 3,6%

Metalico, Inc. USA 31/03/10 417 39 25 189 275 9,2% 8,2% 3,6% 10,3% 11,6% 6,1% 5,5% -5,0% 8,9% 9,6%

Sims Metal Management Ltd. AUS 5 230 256 155 2 679 2 668 4,9% 3,0% 10,2% 8,4% 3,0% -1,2% 9,0% 7,3%

Mean 8,8% 7,5% 8,0% 11,9% 12,7% 5,6% 4,6% 4,1% 9,5% 10,1%Median 7,8% 4,9% 5,1% 8,2% 8,7% 4,6% 3,0% 2,8% 6,9% 7,5%


Waste Management

Company Name 2010 2009 2008 2007 2006 2010 2009 2008 2007 2006 2010 2009 2008 2007 2006 2010 2009 2008 2007 2006

Augean plc 0,9x 1,4x 1,6x 3,3x 3,8x 5,7x 7,2x 6,2x 10,2x 10,9x 31,8x nm 12,8x nm nm 62,6x nm 13,5x nm nm

Biancamano SpA 0,6x 1,4x 1,0x 1,4x 5,8x 13,4x 8,0x 10,0x 12,7x 35,4x 16,2x 18,2x 14,9x 13,7x 17,7x 32,1x

Casella Waste Systems 1,3x 1,1x 1,4x 1,3x 6,0x 5,5x 7,0x 6,3x 16,7x nm 21,2x 51,2x nm nm nm nm

Clean Harbors Inc 1,3x 1,5x 1,3x 1,1x 1,2x 7,1x 11,1x 8,6x 8,7x 9,2x 10,3x 21,0x 12,9x 12,6x 15,4x 17,0x 42,6x 26,2x 23,9x 20,6x

Covanta Holding Corp. 3,0x 3,0x 3,1x 4,4x 13,7x 11,7x 10,1x 12,6x 46,9x 27,2x 16,6x 23,4x 41,8x 27,6x 24,3x 32,6x

EnergySolutions Inc. 0,6x 2,7x 6,2x 25,7x 8,6x 41,1x 11,0x nm

Fomento Const y Contr(Fcc 0,9x 0,9x 0,8x 1,2x 1,8x 7,9x 8,2x 6,5x 8,3x 12,3x 13,2x 16,3x 11,8x 13,0x 19,0x 7,5x 11,3x 8,8x 9,1x 18,8x

GPE Groupe Pizzorno Environnement 0,7x 0,7x 0,9x 1,5x 4,5x 4,5x 5,1x 8,1x 9,3x 17,5x 12,3x 16,2x 15,6x 35,1x 21,5x 29,8x

Heritage-Crystal Clean Inc. 1,1x 1,1x 1,1x 11,8x 14,6x 21,1x 21,5x 35,5x 55,7x 43,7x 62,5x nm

INTERSEROH SE 0,3x 0,5x 0,2x 0,3x 0,3x 6,2x 15,3x 9,5x 6,6x 5,7x 8,7x 39,2x 16,1x 8,5x 7,5x 13,6x 546,1x 246,2x 13,4x 11,6x

Lassila And Tikanoja 1,1x 1,3x 0,9x 1,7x 2,1x 8,1x 8,1x 6,6x 11,7x 12,0x 17,1x 14,6x 13,0x 19,9x 19,0x 21,8x 18,7x 10,7x 27,6x 24,1x

Newalta Corp. 1,5x 1,4x 1,1x 2,1x 2,7x 7,9x 8,6x 5,1x 11,1x 10,1x 16,1x 24,5x 8,6x 20,0x 14,3x 31,9x 125,5x 4,6x 12,4x 13,8x

Perma Fix Environmental Services 1,0x 1,4x 1,1x 2,8x 1,4x 9,4x 9,8x 12,6x 26,3x 11,4x 16,5x 14,7x 39,4x 88,4x 20,8x 35,4x 13,2x 36,1x nm 25,6x

Progressive Waste Solutions Ltd 2,9x 2,2x 1,7x 2,8x 2,9x 10,6x 7,7x 6,2x 9,4x 9,6x 22,4x 17,2x 14,7x 24,2x 25,7x 35,8x 24,7x 12,9x 48,5x 44,0x

Promotora Ambiental S.A. 1,2x 1,0x 1,7x 1,3x 6,2x 5,7x 21,6x 8,6x 18,8x 10,9x 21,3x 28,2x 48,1x nm 36,4x 55,9x

Republic Services Inc 2,3x 2,2x 4,6x 2,3x 2,2x 7,8x 7,6x 23,4x 8,6x 8,3x 13,4x 12,1x 59,9x 13,4x 13,0x 23,6x 21,8x 127,1x 20,0x 18,9x

Seche Environnement 1,7x 2,1x 1,7x 3,8x 3,2x 6,9x 8,0x 6,4x 13,9x 12,2x 10,3x 12,0x 10,1x 26,5x 19,6x 18,5x 20,7x 12,0x 48,5x 31,8x

Shanks Group 1,1x 0,8x 1,7x 1,8x 8,2x 4,9x 9,9x 11,4x 20,6x 8,7x 17,1x 19,0x 10,7x 20,7x 21,8x 20,3x

Stericycle 5,5x 4,8x 4,8x 6,2x 4,8x 18,8x 15,9x 17,1x 22,7x 16,5x 21,5x 18,1x 19,3x 25,6x 19,0x 33,2x 26,6x 29,9x 43,9x 31,7x

Suez Environnement Company SA 1,2x 1,2x 1,0x 7,3x 8,6x 6,9x 13,7x 18,7x 12,5x 13,3x 19,6x 11,0x

Transpacific Industries Group 1,4x 1,5x 6,3x 6,1x 10,1x 17,9x 16,2x nm

US Ecology Inc. 3,6x 2,1x 2,0x 2,5x 2,8x 12,5x 8,6x 7,7x 10,1x 9,9x 18,1x 11,8x 10,0x 13,3x 13,0x 25,1x 22,1x 17,1x 22,1x 21,2x

Veolia Environnement SA 0,8x 0,8x 0,8x 1,4x 1,4x 8,4x 8,6x 8,7x 12,3x 12,1x 14,9x 15,9x 15,5x 19,4x 19,3x 18,2x 19,5x 25,9x 31,8x 31,8x

Waste Connections Inc 3,1x 2,9x 2,9x 3,0x 3,1x 9,6x 9,7x 10,0x 9,7x 10,3x 15,3x 15,7x 14,6x 13,7x 15,2x 23,2x 23,9x 23,9x 20,9x 24,6x

Waste Management Inc 2,1x 2,1x 1,8x 1,9x 2,1x 8,0x 8,0x 7,0x 7,1x 8,3x 12,5x 13,0x 10,9x 11,1x 13,8x 18,4x 16,5x 15,0x 14,0x 17,1x

WCA Waste Corp. 1,5x 1,6x 1,2x 1,7x 1,7x 6,3x 6,1x 4,5x 6,3x 6,1x 14,7x 13,9x nm 14,1x 12,4x nm nm nm nm 99,8x



Recycling

Company Name 2010 2009 2008 2007 2006 2010 2009 2008 2007 2006 2010 2009 2008 2007 2006 2010 2009 2008 2007 2006

Aurea SA 0,7x 1,3x 0,6x 4,3x 3,5x 5,6x 12,2x 3,1x 15,9x 11,1x 10,2x 12,0x 4,1x 19,6x 13,9x 19,1x 13,4x 6,3x 23,7x 23,6x

Commercial Metals 0,4x 0,4x 0,4x 0,4x 0,4x 58,6x 10,3x 7,7x 5,4x 4,3x nm 25,0x 10,4x 6,4x 4,9x nm 91,6x 12,8x 9,6x 7,1x

Daiseki Co 1,9x 2,2x 1,3x 3,5x 2,4x 8,1x 9,4x 5,0x 12,0x 9,4x 11,2x 13,9x 6,6x 14,9x 11,6x 23,4x 30,8x 15,5x 26,8x 23,2x

Derichebourg 0,4x 0,7x 0,3x 0,5x 0,5x 5,7x 15,1x 4,4x 8,9x 22,6x 9,7x nm 6,9x 16,8x 94,9x 9,0x nm 6,8x 13,5x nm

Groupe Dupuy

Industrial Services of America 0,4x 0,4x 0,3x 0,5x 0,4x 7,2x 5,9x 4,7x 5,6x 4,1x 9,1x 7,6x 9,8x 8,3x 6,2x 10,4x 7,7x 12,8x 10,6x 9,1x

INTERSEROH SE 0,3x 0,5x 0,2x 0,3x 0,3x 6,2x 15,3x 9,5x 6,6x 5,7x 8,7x 39,2x 16,1x 8,5x 7,5x 13,6x 546,1x 246,2x 13,4x 11,6x

Metalico, Inc. 0,7x 1,2x 0,2x 1,3x 0,6x 7,8x 14,2x 6,1x 12,8x 4,8x 11,8x 21,3x nm 14,8x 5,8x 20,3x nm nm 23,3x 5,7x

Sims Metal Management Ltd. 0,5x 0,6x 1,0x 0,7x 9,5x 19,1x 10,1x 7,8x 15,7x nm 11,4x 8,9x 27,5x nm 17,4x 13,1x







The median EV/EBIT and EV/EBITDA for the comparable Waste Management M&A transactions are 13.7x and 7.9x, respectively.

Exhibit 18

Waste Management Comparable M&A Transactions (Con’t)(€ in millions except where mentioned in $)

Deal value

Date Target Company Target Description Bidder Company Bidder

Country

Revenue (€m) Sales EBIT EBITDA

May-11 Ideal Market Holdings (80% Stake) Recycling business of waste paper, scrap metal, consumable

waste in the PRC

China Environmental Energy

Investment Ltd.

Hong Kong 76

May-11 CMA Corporation Limited (71%

Stake)

Australia based scrap metal group with operations in the

sourcing, supply, processing and exporting of scrap metal

Kohlberg Kravis Roberts & Co. USA 240 126 0,5x 28,1x

Apr-11 METALLUM Holding S.A. Luxembourg based base metal refining and recycling company First Reserve Corporation USA 670

Apr-11 Vesta Medical LLC US based provider of pharmaceutical waste collection systems CareFusion Corporation USA 12

Apr-11 Hudson Valley Waste Holding, Inc. US based company engaged in collection, processing, and

recycling of nonhazardous solid waste materials and holding

company of County Waste & Recycling Service

Waste Connections, Inc. USA 210

Mar-11 Veidekke Gjenvinning AS Norway based industrial waste recycling company Altor Fund III Sweden 54 42 0,8x

Feb-11 Choice Environmental Services, Inc. US based company providing residential, commercial,

institutional, and industrial solid waste collection and disposal

services

Swisher Hygiene, Inc. Canada USA 33 68 2,1x 23,6x 12,1x

Feb-11 Martock Waste Paper Company

Limited

Uk based recycling company Viridor Waste Management Ltd. UK 9

Jan-11 Casella Waste Systems, Inc. (Non-

integrated recycling business)

US based non-integrated recycling business of Casella Waste

Systems Inc

CE Holdings (Private Equity Players

Group)

USA 96

Dec-10 Crown Excel Disposal LLC; Weber

Gas Energy LLC

US based hauler of non-hazardous and solid waste material

engaged in providing roll-off containers, compactors,

commercial front load, special waste disposal, landfill

operations and transfer stations; US based waste management

operations of Fred Weber Inc

IESI-BFC Ltd. Canada 121

Dec-10 3E Company, Inc US based provider of environmental, health and safety

compliance and information management services

Verisk Analytics, Inc USA 83

Dec-10 Przedsiebiorstwo Gospodarki Wodnej

i Rekultywacji S.A. (90.59% Stake)

Poland based water utility company that provides waste water

treatment and disposal services and also offers land

reclamation services

Jastrzebska Spolka Weglowa S.A. Poland 12

Dec-10 JK Environmental Services (UK)

Limited

UK based provider of environmental services, sewer cleansing

and tankering services

GB Gas Holdings Limited UK 8

Dec-10 Wonbang tech Co., Ltd. (50% Stake) South Korea based company that provides cleaning equipment

and services

KT Capital USA 20

Dec-10 WSN Environmental Solutions Australia based waste processing company SITA Environmental Solutions Australia 175

Nov-10 Griffin Industries, Inc. US based company engaged in the recycling of animal

byproducts and bakery by-product

Darling International Inc. USA 610

Nov-10 Pearsons Group Holdings Limited UK based company engaged in recycling and waste collection

services

Viridor Waste Management Ltd. UK 9 19 2,0x 17,2x 8,4x

Nov-10 Simply Drop Limited (50% Stake) UK based company engaged in recycling of electronic items Greenwire UK Ltd UK 12

Oct-10 JRS International, Inc. US based company engaged in building, cleaning and


The Service Companies, Inc. USA 8

Oct-10 LLC VMI Recycling Group Russia based company that owns and operate scrap collection

and processing facilities

Novolipetsk Steel OJSC Russia 21

Sep-10 Cooper Island Investments, L.L.C.

(51% Stake)

Turkey based company having interest in steel dust recycling

plant in Iskenderun

Befesa Medio Ambiente, SA Spain 7

Sep-10 Donarbon Limited UK based waste management company AmeyCespa Limited UK 22 58 2,6x 22,2x 16,3x

Sep-10 Healthcare Waste Solutions Inc US based provider of waste management services to the

healthcare industry

Stericycle Inc USA 180

Sep-10 Cooper Island Investments, L.L.C.

(51% Stake)

Turkey based company having interest in steel dust recycling

plant in Iskenderun


Enterprise Value /



Exhibit 18


Sep-10 Resta AB Sweden based compnay engaged in collection, transportation,

sorting, and treatment of waste for municipalities and industrial

customers

RenoNorden AS Norway 10

Sep-10 Stablex Canada Inc. Canada based industrial waste treatment and disposal

company

US Ecology Inc USA 29 61 2,1x

Aug-10 Wincanton Plc (UK electronics

recycling assets)

UK based electronics recycling assets of Wincanton Sims Metal Management Limited Australia 21

Aug-10 Cork County Council (Waste

collection business)

Ireland based Waste collection business of Cork County

Council

Country Clean Recycling Ltd Ireland 10

Jul-10 Controlled Recovery Inc; U.S. Liquids

of Louisiana LP; Calpet / R&G Group

of Companies

US based companies engaged in the treatment, recovery and

disposal of oil and gas wastes, liquid waste management

services

R360 Environmental Solutions USA 193

Jul-10 Alchema Limited; Future Industrial

Services Ltd

UK based company engaged in supply and recycling of

chemical etchant solutions ; UK based provider of waste

management and specialised industrial waste management

services

One51 plc Ireland 18

Jul-10 Global Renewables Australia Pty Ltd

(51% Stake)

Australia based company providing waste management

solutions

SSP Resources Gloucester Holdings

B.V.

USA 32

Jul-10 Hoefler Consulting Group US based company that provides pollution prevention services SLR Holdings Limited UK 8 6 0,8x

Jun-10 Greenstar Environmental Limited UK based waste management company Biffa Limited UK 163 164 1,0x 17,8x

Jun-10 Reconomy Recycling Solutions

Limited

UK based materials recycling company Viridor Waste Management Ltd UK 29

Jun-10 Simpro Limited UK based waste management company TEG Group Plc UK 4 6 1,6x 9,5x 5,8x

May-10 SWEEEP Limited (50.00% stake) UK based company specialising in recycling electronics Kuusakoski Oy Finland 6 8 2,6x 13,1x 10,6x

May-10 Geo Vision Solucoes Ambientais e

Energia SA (50.00% stake)

Brazil based waste management firm operating in Sao Paulo

state

SUMA Group Portugal 45 22 1,0x

Apr-10 Veolia Environnement SA (5.00%

stake)

France based environmental services company, which is

involved in water holding, waste management, energy and

transport operations

Qatari Diar Real Estate Investment

Company

Qatar 34 551 647 0,8x 14,1x 7,5x

Apr-10 Umwelt-und Entsorgungstechnik AG

(certain operations)

Austria based recycling operations of Umwelt-und

Entsorgungstechnik AG

Asamer Holding AG Austria 15

Mar-10 Ecocentro Soluzioni Ambientali Srl;

Esposito Servizi Ecologici Srl

Italian waste management companies Actelios SpA Italy 13

Mar-10 Waterchem Limited UK based company providing water hygiene and water

treatment services to facilities management companies,

hospitals, universities and local authorities

Green Compliance UK 9 11 1,2x

Mar-10 Eco Services Korea Co Ltd South Korea based waste management company Corporation KG Ltd South Korea 30

Mar-10 Euro Environmental Group Limited UK based provider of drain and sewer cleaning, inspection and

repair services

Sovereign Capital Partners LLP UK 22

Mar-10 Hudson Valley Waste Holding Inc

(Majority Stake)

US based company engaged in collection, processing, and

recycling of nonhazardous solid waste materials

Clairvest Equity Partners III Limited ;

Clairvest Group Inc

Canada 26

Feb-10 Western Rubber Group Canada based company recycling scrap rubber tires in raw

materials

Laurel Mountain Partners LLC USA 14

Jan-10 AbitibiBowater Inc (Recycling

Division's material recycling facilities)

US based three material recycling facilities at Arlington,

Houston, and San Antonio

Waste Management Recycle

America

USA 8

Deal value


Country


Enterprise Value /



Exhibit 18


Deal value


Country


Enterprise Value /

Dec-09 Valdi France based company specialised

in the processing and recycling of non-ferrous metals

Eramet S.A. France 25 20 0,8x

Dec-09 Champion City Recovery Transfer

Station LLC; Sunny Farms Landfill

LLC

US based companies engaged in waste disposal and recycling

of non hazardous, solid wastes

WCA Waste Corporation USA 23

Dec-09 The International Metals Reclamation

Company Inc

US based recycler of metal bearing wastes Horsehead Holding Corp USA 41 23 0,6x 2,7x

Dec-09 General Environmental Management,

Inc. (DE)

US based full-service hazardous waste management and

environmental services firm.

PSC Environmental Services LLC USA 11

Dec-09 GreenSafe Demanufacturing Inc

(60.00% stake)

Canada based company engaged in dismantles old appliances,

such as fridges and stoves, and recycle the materials, including

plastic, aluminum, copper and steel

Bergamo Acquisition Corp USA 33

Nov-09 Waste Services Inc Canada based integrated solid waste services company

providing collection, transfer, landfill disposal and recycling

services for commercial, industrial and residential customers

IESI-BFC Ltd. (formerly BFI Canada

Ltd.)

Canada 339 487 1,4x 16,3x 7,8x

Oct-09 Veolia Environmental Services Ltd

(commercial waste and recycling

operations)

Ireland based commercial waste and recycling business of

Veolia Environmental Services Ltd

Greenstar Environmental Ltd UK 50

Oct-09 Kommunekemi a/s Denmark based waste treatment company EQT Infrastructure Fund Sweden 43 35 0,8x 7,9x 4,3x

Oct-09 Republic Services, Inc. (operations

and related assets located in Miami-

Dade)

US based solid waste collection, recycling and disposal

services business

Waste Services Inc Canada 22

Oct-09 DisposAll Waste Services, LLC

(Miami-Dade operations)

US based recycling and disposal services business Waste Services Inc Canada 11

Sep-09 Manutencoop Servizi Ambientali SpA Italy based company offering environmental services like waste

management and waste disposal

Aimeri Ambiente Srl Italy 108 48 0,4x 13,3x 4,2x

Sep-09 WastePro USA Inc (Undisclosed

Stake)

US based company providing solid waste collection, disposal

and recycling services

Roark Capital Group USA 69

Sep-09 Santa Clara Waste Water US based privately owned wastewater treatment business General Environmental Management

Inc

USA 5 6 1,2x

Sep-09 UKAEA Limited UK based company providing nuclear clean-up, waste

management and environmental restoration services. It offers

programme management, decommissioning, waste

Babcock International Group Plc UK 35 42 1,2x

Sep-09 EcoSecurities Group Plc Ireland based provider of emission reduction and consulting

services, incorporated in Ireland

JPMorgan Chase & Co USA 69 91 1,3x

Aug-09 City Waste Inc US based company engaged in providing waste management

services that includes waste transfer, landfills, disposal and

recycling services

Waste Management Inc USA 12

Aug-09 Miljotransport AS Norway based waste management company Franzefoss Bruk AS Norway 12

Aug-09 Transpacific Industries Group Ltd

(20.35% stake)

Australian company providing integrated industrial cleaning and

total waste management, with particular focus on the liquid,

solid and hazardous waste management markets

Warburg Pincus LLC USA 1 259 181 1,6x 14,3x 9,1x

Aug-09 Shanghai Environment Group Co Ltd

(40.00% stake)

Chinese waste management company Wheelabrator China Holdings Ltd Hong Kong 99

Jul-09 Intercontinental Recycling Limited UK based plastics recycling company Viridor Waste Management Ltd UK 9

Jul-09 Chonbuk Envitech (39.00% stake) South korea based wastewater treatment company Environmental Facilities

Management Corporation

South Korea 11 6 3,7x 31,6x 17,7x

Jul-09 Pyros Environmental Limited UK based hazardous waste processing company Tradebe Group Spain 19 12 0,6x

Jul-09 Serhat Atik AS (70.00% stake) Turkey based waste management company engaged in

hazardous waste disposal activities

Cimentas Izmir Cimento Fabrikasi

Turk AS

Turkey 11

Jul-09 Sanipac Inc US based solid waste services company providing waste

collection, transfer, disposal, inter modal logistics and recycling

services

Waste Connections Inc USA 31



Exhibit 18



Deal value


Country


Enterprise Value /

Jul-09 Veolia Environnement (Montenay

International)

US based waste to energy company Covanta Holding Corporation USA 322

Jun-09 Environmental Facilities Management

Corporation (40.00% stake)

South Korea based wastewater treatment company Standard Chartered Private Equity UK 97 23 0,6x 6,5x 6,3x

Jun-09 London Recycling Limited UK based waste management company Viridor Waste Management Ltd UK 10 14 1,4x 15,9x 11,6x

Jun-09 Alsa Sued GmbH; Aluminium

Salzschlacke Aufbereitungs GmbH

Germany based salt slag recycling company; Germany based

salt slag recycling company


May-09 Avondale Environmental Services Ltd

(50.00% stake); Shanks Group Plc

(Kinneil Kerse soil treatment facility)

UK based landfill and waste disposal company that provides

waste management solutions; UK based soil treatment facility

Landmedia Limited UK 35

May-09 Landmedia Limited UK based landfill and waste disposal company that provides

waste management solutions

Tom Scott (Private Investor) UK 12

Mar-09 West Park Transport LLC US based company provides transportation, processing and

disposal (land application) of residuals generated by municipal

water and wastewater treatment plants

Terra Renewal LLC USA 8

Mar-09 Wasteman Group (Pty) Limited South Africa based provider of waste management services Marlow Capital South Africa 30

Mar-09 Earth Protection Services, Inc; WM

Universal Waste LampTracker 1, Inc

US based full service electronics recycler; US based recycler of

lamps, ballasts, batteries and computers

WM LampTracker Inc USA 4 9 2,0x

Mar-09 Tradebe Environmental Services

(33.00% stake)

US based provider of hazardous and non-hazardous waste

management services

Cofides SA Spain 59 7 0,4x

Mar-09 Vertal Limited (Undisclosed stake) UK based food waste recycling company Foresight Group UK 6

Mar-09 Auburndale Recycling Center Inc US based recycler of tires Ridge Recyclers Inc USA 4

Feb-09 CMA Corporation Limited (32.14%

stake)



Scholz Invest GmbH Germany 303 25 0,5x 12,0x 7,9x

Feb-09 Promotora Ambiental del Sureste SA

DE CV (75.00% stake)

Mexico based company that provides waste management and

recycling services

Double V Holding SA de CV Mexico 8

Feb-09 CMA Corporation Limited (32.14%

stake)



Scholz Invest GmbH Germany 303 25 0,5x 12,0x 7,9x

Feb-09 Lawrence Recycling and Waste

Management (50.00% stake)

UK based provider of waste disposal and recycling services Maven Capital Partners UK LLP;

Orbis Partners LLP

UK 11

Feb-09 Republic Services Inc (Certain

Assets)

US based six municipal solid waste landfills, six collection

operations and three transfer stations across seven markets of

Republic Services Inc

Waste Connections Inc USA 85 195 2,3x

Feb-09 Advanced Manufacturing Control

Systems Limited (34.39% stake)

Ireland based company which provides tech solutions to the

waste and recycling industry

Ulster Bank Diageo Venture Fund;

WHEB Venture

Ireland;UK 5

Jan-09 Ecolevante SpA; Waste Recycling

SpA

Italy based companies engaged in waste management and

recycling services.

Corvette Srl Italy 82



Section VIII: Consulting Services – Excluding IT


The Knowledge Centre’s Consulting Services comparable public company analysis involves 30 publicly traded Consulting Services companies (Exhibits 19 and 20).


Exhibit 19

Consulting Services Comparable Company Profit Trends(€ in millions)



(Last)

EBITDA

(Last)

EBIT

(Last)

Market

cap.

(Current)

Enterprise

Value

(Current)

2010 2009 2008 2007 2006 2010 2009 2008 2007 2006

Accenture Plc IRL 31/08/10 18 180 2 676 2 295 28 263 25 180 14,7% 14,6% 13,9% 13,8% 11,6% 12,6% 11,4% 11,9% 11,6% 10,1%

AEA Technology Group PLC GBR 127 15 12 70 100 11,7% 11,8% 15,0% 34,2% 9,4% 10,0% 12,1% 31,8%

Akka Technologies SA FRA 31/12/10 400 34 32 250 239 8,5% 7,1% 9,7% 9,6% 10,8% 8,0% 5,2% 7,8% 8,0% 9,0%

Alten SA FRA 31/12/10 917 105 99 878 837 11,4% 8,6% 13,0% 13,2% 14,9% 10,8% 6,7% 11,7% 11,7% 14,2%

Altran Technologies SA FRA 31/12/10 1 437 63 18 740 942 4,4% -1,2% 8,8% 7,6% 7,6% 1,2% -5,1% 4,9% 4,6% 3,1%

Amec GBR 31/12/10 3 444 314 292 4 417 3 581 9,1% 8,5% 7,7% 5,9% 1,3% 8,5% 7,7% 10,8% 5,7% -3,1%

Assystem FRA 31/12/10 637 53 44 365 330 8,3% 5,3% 8,3% 7,0% 6,2% 7,0% 1,3% 6,3% 5,5% 4,9%

Atkins Ws GBR 1 555 173 124 908 589 11,1% 10,3% 9,2% 4,9% 8,0% 7,2% 6,7% -3,3%

Bureau Veritas FRA 31/12/10 2 930 550 459 6 275 7 367 18,8% 18,1% 16,9% 14,9% 15,7% 15,7% 15,3% 14,5% 12,8% 13,9%

Cap Gemini SA FRA 31/03/10 8 697 712 489 6 166 5 164 8,2% 6,1% 9,4% 7,9% 6,6% 5,6% 4,0% 6,7% 5,7% 4,3%

FTI Consulting Inc USA 31/12/10 1 057 169 123 1 125 1 404 16,0% 22,6% 21,9% 21,7% 18,4% 11,7% 18,8% 18,4% 18,6% 15,0%

Ginger SA FRA 269 22 16 8,2% 7,2% 7,1% 6,4% 6,0% 5,3% 5,1% 4,3%

Hackett Group Inc USA 31/12/10 152 12 11 133 115 8,1% -2,9% 10,8% 7,0% 3,8% 7,0% -4,9% 9,3% 4,8% -2,6%

Hyder Consulting GBR 346 27 17 162 158 7,9% 4,0% 7,5% 9,8% 4,9% 1,5% 5,3% 7,1%

Intertek Group GBR 31/12/10 1 604 321 241 3 574 3 792 20,0% 20,3% 19,7% 19,6% 19,3% 15,0% 15,1% 14,8% 15,0% 14,8%

Jelf Group PLC GBR 30/09/10 82 10 4 53 47 12,4% 4,7% 14,9% 17,9% 13,6% 4,5% -13,8% 8,0% 8,1% 8,3%

Management Consulting Group GBR 31/12/10 316 28 21 185 246 8,8% 5,7% 4,9% 11,8% 11,4% 6,7% 3,7% -4,3% 10,1% 9,5%

Mattioli Woods plc GBR 16 6 5 56 49 34,7% 32,6% 34,0% 35,3% 30,9% 28,7% 30,5% 32,8%

Navigant Consulting Inc USA 40 543 531 64 38 367 508 12,0% 11,7% 15,1% 15,5% 17,8% 7,2% 7,3% 11,0% 9,6% 14,4%

Ricardo Group GBR 201 28 17 208 217 13,8% 14,0% 13,3% 12,9% 8,5% 9,1% 8,2% 7,7%

RPS Group GBR 30/06/10 539 69 54 603 639 12,9% 14,0% 14,4% 15,6% 14,0% 10,0% 11,6% 12,5% 13,2% 12,6%

RSM Tenon Group PLC GBR 235 18 9 83 132 7,6% 14,1% 12,1% 10,5% 4,0% 9,1% 8,7% 6,2%

RWS Holdings Ltd GBR 30/09/10 70 17 16 200 180 24,0% 24,9% 23,8% 23,0% 21,7% 22,5% 23,3% 22,5% 20,9% 19,4%

Sapient USA 31/12/10 652 65 48 1 396 1 235 9,9% 9,3% 12,5% 3,0% 2,5% 7,4% 6,1% 9,6% 3,4% -0,3%

Scott Wilson Group Plc GBR 375 50 38 13,4% 12,0% 13,5% 12,4% 10,3% 7,6% 10,4% 10,3%

Sigma Ab SWE 110 6 5 70 72 5,2% 5,8% 6,3% 8,8% 4,1% 4,9% 1,8% 7,9%

Sms Management AUS 174 27 26 313 290 15,4% 14,5% 14,8% 14,9% 15,2% 14,3% 14,6% 14,6%

Solving Efeso International S.A. FRA 31/12/10 50 1 -1 39 44 1,2% 6,0% 9,8% 1,5% 6,0% -2,0% 4,3% 9,1% -1,8% 5,1%

White Young Green GBR 31/03/10 272 14 -11 6 66 5,0% -13,7% 11,1% 11,0% -4,2% -47,2% 7,6% 7,7%

WSP Group GBR 31/12/10 825 47 28 240 314 5,7% 8,6% 11,5% 10,1% 9,5% 3,4% 6,3% 9,7% 8,1% 7,6%

Mean 11,3% 10,9% 12,0% 12,3% 12,5% 8,6% 7,4% 8,2% 9,6% 9,6%Median 9,9% 8,6% 11,9% 11,9% 11,2% 7,4% 6,5% 9,2% 8,2% 8,1%




Exhibit 20

Consulting Services Public Company Valuation Trends(€ in millions)


Company Name 2010 2009 2008 2007 2006 2010 2009 2008 2007 2006 2010 2009 2008 2007 2006 2010 2009 2008 2007 2006

Accenture Plc 0,9x 0,9x 1,1x 1,3x 1,2x 6,3x 5,9x 8,0x 9,6x 10,4x 7,4x 7,6x 9,4x 11,4x 11,9x 14,5x 15,2x 18,5x 25,1x 25,2x

AEA Technology Group PLC 0,7x 0,6x 1,3x 1,9x 5,7x 5,1x 8,8x 5,7x 7,1x 6,0x 10,8x 6,1x 14,9x 4,2x 10,2x 5,1x

Akka Technologies SA 0,4x 0,4x 0,3x 0,7x 0,8x 4,4x 5,5x 2,9x 7,4x 7,3x 4,7x 7,5x 3,6x 8,9x 8,7x 6,4x 9,8x 5,9x 13,3x 16,1x

Alten SA 0,8x 0,7x 0,6x 1,2x 1,5x 7,0x 8,3x 4,6x 8,9x 10,0x 7,5x 10,6x 5,1x 10,0x 10,5x 14,5x 33,1x 8,8x 19,2x 19,1x

Altran Technologies SA 0,5x 0,5x 0,1x 0,5x 0,8x 10,6x nm 1,6x 7,1x 10,6x 37,7x nm 2,8x 11,7x 26,1x nm nm 34,0x 22,7x 214,1x

Amec 1,0x 0,7x 0,3x 0,9x 0,3x 11,4x 8,8x 4,5x 15,0x 25,2x 12,3x 9,6x 3,2x 15,7x nm 16,5x 15,3x 8,3x 8,2x 6,4x

Assystem 0,4x 0,2x 0,2x 0,4x 0,6x 4,3x 4,7x 2,3x 5,3x 9,9x 5,2x 19,6x 3,0x 6,7x 12,6x 12,3x nm 4,3x 11,8x 56,4x

Atkins Ws 0,2x 0,2x 0,7x 0,6x 2,2x 1,9x 7,8x 13,3x 3,1x 2,8x 10,6x nm 6,1x 6,1x 11,0x nm

Bureau Veritas 2,5x 1,8x 1,6x 2,4x 13,3x 9,7x 9,2x 16,3x 15,9x 11,5x 10,8x 18,9x 21,3x 15,7x 14,2x 27,4x

Cap Gemini SA 0,5x 0,4x 0,4x 0,6x 0,7x 6,1x 7,1x 3,9x 7,8x 10,3x 8,9x 10,8x 5,4x 10,8x 15,6x 19,2x 27,3x 8,9x 14,2x 23,4x

FTI Consulting Inc 1,5x 1,9x 2,1x 3,2x 2,3x 9,5x 8,3x 9,4x 14,9x 12,6x 13,0x 10,0x 11,1x 17,4x 15,5x 23,9x 15,5x 18,1x 32,8x 27,8x

Ginger SA 0,2x 0,2x 0,4x 0,4x 2,8x 3,4x 6,0x 6,3x 3,8x 4,6x 8,4x 9,3x 5,3x 5,6x 13,3x 13,3x

Hackett Group Inc 0,6x 0,7x 0,4x 0,9x 0,7x 7,4x nm 3,8x 13,5x 17,2x 8,4x nm 4,4x 19,6x nm 10,2x nm 6,3x 21,5x nm

Hyder Consulting 0,3x 0,1x 0,7x 0,8x 3,9x 2,7x 9,5x 8,0x 6,2x 7,3x 13,5x 11,0x 8,8x 8,2x 13,8x 14,9x

Intertek Group 2,2x 1,8x 1,6x 2,2x 2,2x 11,0x 8,8x 7,9x 11,5x 11,2x 14,6x 11,8x 10,5x 15,0x 14,6x 22,0x 17,4x 13,2x 21,3x 20,4x

Jelf Group PLC 0,5x 0,5x 1,3x 1,8x 4,0x 10,9x 8,7x 10,0x 11,1x nm 16,1x 22,2x 45,7x nm 33,0x 58,3x

Management Consulting Group 0,7x 0,5x 0,4x 0,8x 1,0x 8,0x 9,1x 8,0x 6,8x 8,4x 10,6x 13,9x nm 7,9x 10,1x 14,9x 9,5x nm 8,5x 12,9x

Mattioli Woods plc 2,3x 2,6x 4,3x 5,1x 6,7x 8,1x 12,6x 14,3x 7,5x 9,2x 14,1x 15,4x 12,5x 14,6x 19,9x 22,0x

Navigant Consulting Inc 0,9x 1,3x 1,2x 1,2x 1,6x 7,8x 10,8x 8,1x 7,4x 9,0x 13,1x 17,2x 11,2x 12,0x 11,2x 19,2x 32,9x 19,4x 18,7x 20,1x

Ricardo Group 0,9x 0,6x 0,8x 1,1x 6,5x 4,4x 6,2x 8,2x 10,6x 6,8x 10,1x 13,9x 18,3x 11,9x 13,3x 11,7x

RPS Group 1,2x 1,1x 0,7x 1,9x 2,0x 9,0x 8,0x 4,8x 12,5x 14,0x 11,5x 9,7x 5,6x 14,7x 15,6x 15,8x 13,9x 7,9x 21,8x 23,0x

RSM Tenon Group PLC 1,0x 0,6x 0,7x 0,8x 12,6x 4,5x 5,7x 7,9x 24,0x 6,9x 7,9x 13,4x 33,9x 9,1x 11,6x 23,1x

RWS Holdings Ltd 1,6x 1,9x 2,2x 2,3x 2,3x 6,5x 7,7x 9,4x 10,2x 10,6x 7,0x 8,2x 9,9x 11,2x 11,9x 11,6x 9,0x 14,9x 16,5x 18,7x

Sapient 1,7x 1,3x 0,6x 1,8x 1,3x 16,6x 14,3x 4,5x 59,7x 52,7x 22,3x 21,8x 5,9x 52,6x nm 37,8x 12,5x 9,0x 76,3x 227,0x

Scott Wilson Group Plc 0,2x 0,2x 0,5x 1,0x 1,8x 1,6x 4,1x 8,4x 2,4x 2,5x 5,3x 10,2x 6,1x 6,1x 12,2x 24,7x

Sigma Ab 0,4x 0,3x 0,5x 1,0x 7,9x 4,4x 7,5x 11,1x 9,9x 5,2x 26,5x 12,3x 13,1x 7,1x nm 19,7x

Sms Management 1,5x 1,0x 0,9x 2,0x 9,6x 6,9x 6,4x 13,6x 9,7x 7,0x 6,5x 13,9x 14,3x 10,6x 9,7x 20,8x

Solving Efeso International S.A. 0,8x 0,7x 0,6x 0,8x 1,1x 69,6x 11,2x 5,8x 50,2x 18,2x nm 15,7x 6,3x nm 21,6x nm nm 13,8x nm nm

White Young Green 0,3x 0,4x 0,8x 1,2x 6,0x nm 7,6x 10,8x nm nm 11,2x 15,4x nm nm 11,8x 21,9x

WSP Group 0,4x 0,3x 0,2x 0,8x 0,9x 7,2x 3,9x 2,2x 7,8x 9,9x 12,1x 5,2x 2,5x 9,7x 12,4x 23,9x 13,5x 3,5x 13,5x 18,5x






The median EV/EBIT and EV/EBITDA for the comparable Consulting Services M&A transactions are 8.4x and 7.6x, respectively.

Exhibit 21

Consulting Services Comparable M&A Transactions(€ in millions except where mentioned in $)

Deal value

Date Target Company Target Description Country Bidder Company Country Revenue (€m) Sales EBIT EBITDA

May-11 Premex Group Limited UK based company engaged in provision of

medico-legal reports to the legal and insurance

industry through IT infrastructure and e-service

UK ExamWorks Group, Inc. USA 63 75 1,2x 7,6x

Apr-11 RP Data Ltd (59.8% Stake) Australia based commercial and residential

property information services provider

Australia CoreLogic Inc USA 40 153 5,2x 25,0x 15,3x

Apr-11 Finext B.V. Netherland based consulting service provider Netherlands Finext B.V. (Employees) Netherlands 14 4 0,3x

Apr-11 A Company Consulting &

Licensing AG

Germany based content licensing agent that

offers consulting services to media and film

companies

Germany AR Films Russia 8

Apr-11 Power Efficiency Limited UK based energy management consultancy UK Balfour Beatty WorkPlace Ltd UK 21

Apr-11 Adams Kara Taylor Limited UK based structural and civil engineering

consultancy firm

UK Tyrens AB Sweden 15 4 0,3x 6,3x

Mar-11 Witpaard B.V. Netherlands based company that provides real

estate management and urban planning services

Netherlands Witpaard B.V. (MBO vehicle) Netherlands 7

Mar-11 Metago Environmental

Engineers (Pty) Ltd

South Africa based company that provides

environmental consultancy services

South Africa SLR Holdings Limited UK 8

Mar-11 Loyalty Partner GmbH Germany based company providing tailor made

customer management solutions to companies

Germany American Express Company USA 209 496 2,4x

Feb-11 Wilbur Smith Associates US based company providing transportation and

infrastructure consulting services

USA Camp Dresser & McKee Inc. USA 145

Feb-11 Engineering Consultancy

Group Limited

UK based company engaged in providing

engineering consultancy services to customers in

non-core markets such as heavy engineering and

infrastructure

UK Engineering Consultancy

Group (Management Vehicle)

UK 16

Feb-11 Avantage (UK) Limited (51%

Stake)

UK based risk management consultant UK Reply SpA Italy 12 8 1,3x

Feb-11 BCI Engineers & Scientists,

Inc.

US based company providing engineering

consulting services

USA Amec Plc UK 14

Jan-11 StrategicOne US based marketing consulting services provider USA Convio, Inc. USA 4

Jan-11 Pacific Environmental

Consulting

Canada based company that provides

environmental consulting services

Canada Total Safety U.S., Inc. USA 5

Jan-11 Korea Investors Service Co.,

Ltd

Korea based credit rating agency South Korea NICEHoldings South Korea 19 71 3,2x 10,1x 9,6x

Jan-11 Validus Consulting Inc US based healthcare consulting firm USA Vitalize Consulting Solutions,

Inc.

USA 11

Jan-11 Interseco B.V. Netherlands based security consulting company Netherlands Securitas AB Sweden 5

Dec-10 Energo AB Sweden based engineering consultant with an

interest within electrical engineering and HVAC

Sweden AAF AB Sweden 32

Enterprise Value /



Exhibit 21

Consulting Services Comparable M&A Transactions (Con’t)(€ in millions except where mentioned in $)

Dec-10 CoreLogic (employer and

litigation businesses)

US based employer and litigation consulting

services segment

USA Symphony Technology Group USA 202

Dec-10 Mercados Energy Markets

International

Spain based energy consultancy firm Spain AANGPANNEFORENINGEN

AB (AF Group)

Sweden 4

Dec-10 Building Automation

Solutions Limited

UK based provider of project management and

electricity advice

UK Bridgepoint Capital Limited UK 48

Dec-10 The Capital Markets

Company NV

Belgium based provider of integrated

transformation services and solutions for the

financial services industry

Belgium Fidelity National Information

Services, Inc.

USA 213

Dec-10 Capital C Communications

LP (Majority stake)

Canada based engages in the creation of new

brands, marketing services, and promotions for

entrepreneurs, artists, writers, performers,

innovators, and inventors

Canada MDC Partners Inc Canada

Jamaica

USA

20

Dec-10 Energy Pool France based company engaged in providing

consultancy for electric energy saving solutions

France Schneider Electric S.A. France 20

Nov-10 EMS Research Limited UK based market research company providing

medical fieldwork

UK M3 USA Corporation USA 5 6 1,2x

Nov-10 TINSA Tasaciones

Inmobiliarias S.A (94.5%

Stake)

Spain based company providing real estate

valuation and consulting

Spain Advent International

Corporation

USA 100

Nov-10 Boer Hartog Hooft B.V. (51%

Stake)

Netherlands based company that provides real

estate brokerage and advisory services

Netherlands Colliers International

(Nederland) B.V.

Netherlands 9

Nov-10 Pacific Interpreters, Inc. US based company engaged in providing

healthcare-critical interpretation, translation, and

consulting services

USA Sterling Partners USA 26

Nov-10 Metoc Limited UK based provider of engineering and

environmental consultancy services

UK Intertek Group Plc UK 9

Nov-10 Mitchell Communication

Group Limited

Australia based communication group offering

services in media planning, public relations, email

marketing and data analytics

Australia Aegis Group Plc UK 176 219 1,2x 10,8x 9,1x

Nov-10 Reinsurance Solutions

Limited & LLC

UK & USA based insurance consulting firms UK USA Randall & Quilter Investment

Holdings Plc

UK 8

Oct-10 QinetiQ North America

Security and Intelligence

Solutions (S&IS)

US based security and intelligence solutions

company operating across a range of

government sites in the USA

USA ManTech International

Corporation

USA 41 44 1,1x

Oct-10 Georadar Levantamentos

Geofisicos SA (33.33%

Stake)

Closely held Brazilian company carrying out

geophysical mapping

Brazil Rioforte Investments SA Luxembourg 23

Oct-10 Canadean Limited UK based beverage research and consultancy

services provider to the international beverage

industry

UK Progressive Digital Media

Group PLC

UK 7 12 1,6x

Sep-10 Moura Consulting SL Spain based provider of investment management

consulting services

Spain Honeycomb Fund Zero LP USA 30

Sep-10 Axco Insurance Information

Services Limited

UK based insurance information and consultancy

service provider

UK Wilmington Group Plc UK 6 24 3,7x 17,0x

Sep-10 ADLPartner (34.85% Stake) France based company providing loyalty

marketing and management services

France Vigneron Family Group France 120 12 0,1x 0,8x 0,7x

Deal value


Enterprise Value /



Exhibit 21


Sep-10 Dunedin Independent Plc UK based financial advisory firm offering wealth

management and employee benefits services

UK Helvetia Wealth AG Switzerland 5

Sep-10 Scott Wilson Group Plc UK based company engaged in providing

consultancy services in the field of engineering,

management, planning and environment

UK URS Corporation USA 393 273 0,7x 11,0x 7,6x

Sep-10 Inspectorate International Ltd UK based commodity inspection and testing

company

UK Bureau Veritas SA France 277 543 2,0x

Sep-10 Chapman Kelly Inc US based company which provides health care

cost-containment services

USA HMS Holdings Corp USA 10

Sep-10 Boyd Exploration

Consultants Ltd.

Canada based oil and gas exploration advisor Canada RPS Group Plc UK 9 9 1,0x

Sep-10 Crowe Paradis & Albren,

LLC

US based provider of social security and

medicare advocacy services, and second injury

fund recovery services

USA Brown & Brown, Inc USA 16 59 3,7x

Sep-10 Intrepid Consultants Inc UK based social media analytics and market

research consultancy

UK Alterian Plc UK 9

Sep-10 Technical Systems

Integrators LLC ; Keenan

and Keenan Group

US based consultation and installation company;

US based education consulting company

USA Core Projects & Technologies

Limited

India 19 15 0,8x

Sep-10 TheMarkets.com LLC US based company that provides web based

research and estimate services

USA Capital IQ USA 230

Aug-10 EXIGERE Corporation US based company engaged in providing

consultation services

USA ExamWorks Group, Inc. USA 6 6 1,0x

Aug-10 Verity Medical Inc US based medical consulting company engaged

in providing support services

USA ExamWorks Group, Inc. USA 6 10 1,7x 6,2x 6,1x

Aug-10 Akimeka, LLC. US based health service information technology

consulting company

USA VSE Corporation USA 30 26 0,9x

Aug-10 Cypoint Group AB Sweden based company offering functional

commitments, consulting services, sourcing and

systems management services

Sweden Sigma AB Sweden 10 13 1,4x 6,4x

Aug-10 FS Asia Advisory Limited Hong Kong provider of consulting services in the

areas of corporate finance, turnaround, corporate

advisory and corporate recovery services

Hong Kong FTI Consulting, Inc. USA 28 63 2,3x

Aug-10 Hughes Trueman Pty Ltd Australia based consultancy firm providing

planning, engineering and management services

Australia Mott MacDonald Group

Limited

UK 12

Aug-10 InforMed Direct Limited UK based provider of healthcare communications

and consultancy services in the pharmaceutical

and biotechnology industries

UK United Drug plc Ireland 8 12 1,4x 8,0x 7,4x

Aug-10 inVentiv Health Inc US based commercialisation services provider to

the global pharmaceutical and life sciences

industries

USA Thomas H Lee Partners LP USA 746 889 1,2x 12,7x 9,5x

Aug-10 The PBSJ Corporation US based company providing infrastructure

planning, engineering, construction management,

architecture, and program management services

USA WS Atkins Plc UK 223 6,9x

Deal value


Enterprise Value /



Exhibit 21


Deal value


Enterprise Value /

Aug-10 The Route Development

Group Limited

UK based air service development firm UK UBM Aviation UK 8 10 1,3x

Aug-10 Wellsco, Inc. US based telecom engineering service provider USA Infotech Enterprises America

Inc

USA 9 11 1,3x

Jul-10 GlobalOptions Group Inc

(Fraud and Special

Investigations Unit)

US based Fraud and Special Investigations unit of

GlobalOptions Group Inc

USA GlobalOptions Services Inc USA 7

Jul-10 James Lee Witt Associates

LLC

US based company engaged in providing crisis

and emergency management consulting services

USA Witt Group Holdings LLC USA 27 18 0,6x 7,0x 6,3x

Jul-10 Seeds Group France based financial consultancy firm France Morningstar France Holding

SAS

France 5

Jun-10 TransUnion LLC (51%

Stake)

US based provider of business intelligence

services including acquisition and risk

management services, collection services

insurance credit information and fraud and identity

management services

USA Madison Dearborn Partners

LLC

USA 771

Jun-10 Kroll Inc US based risk consulting company engaged in

background screening, drug testing, and

surveillance services, fraud investigations,

security services and technology services

USA Altegrity Inc USA 944

Jun-10 Clear View Retirement

Solutions; MBF Life

Australia based financial services company

providing financial advice, products and services

to people nearing their retirment; Australia based

life insurance company

Australia MMC Contrarian Limited Australia 131

Jun-10 Encore International Limited UK based energy risk consultancy firm UK,Hungary,

Netherlands

Lyceum Capital Partners LLP UK 8

Jun-10 Nightingale Associates

Limited

UK based architects practice specialising in health

and education

UK IBI Holdco Limited UK 20 12 0,6x 8,4x

Jun-10 Selantic AS Norway-based company offering consultation

services on marine operations and synthetic fibre

engineering

Norway Actuant Corporation USA 8 14 1,7x

Jun-10 Sia Conseil SAS France based management consultancy firm France Sia Holding France 34

Jun-10 Vantis Plc UK based provider of accountancy advice,

support to owner-managed businesses and

private individuals

UK RSM Tenon UK 111 7 0,1x

Jun-10 YMedia (30% Stake) Spain based advertising consultancy firm Spain Ymedia (MBO Vehicle) Spain 6 12 6,6x

May-10 Aquaterra Consulting Pty Ltd Australia based water and environment

consultancy firm

Australia RPS Group Plc UK 12 9 0,8x

May-10 Daylight Forensic & Advisory

LLP

US based fraud risk management firm conducting

forensic investigations and advising on regulatory

compliance to corporations

USA Navigant Consulting Inc USA 32

May-10 Norca Ingenieria de Calidad

SL

Spain based company specialized in providing

infrastructure risk assessment services for the

energy industry in Spain.

Spain Intertek Group Plc UK 4

May-10 LPA Group Inc US based transportation consulting firm USA Michael Baker Corporation USA 65 45 0,7x



Exhibit 21



Deal value


Enterprise Value /

Apr-10 Ryla Inc US based provider of value-added customer

contact services

USA Alorica Inc USA 76 53 0,7x

Apr-10 Old Broad Street Research

Limited

UK based provider of fund research, ratings and

investment consulting services

UK Morningstar UK Ltd UK 14

Mar-10 Entec UK Limited UK based provider of environmental and

engineering consultancy

UK Amec Plc UK 69 69 1,0x 7,1x 6,5x

Mar-10 AF Kontroll AB Sweden based technical inspection and testing

businesses

Sweden DEKRA SE Germany 42 63 1,5x

Mar-10 CSM Worldwide Inc US based company providing automotive market

forecasting services and strategic advisory

solutions to the automotive manufacturers,

suppliers and financial organizations

USA IHS Inc USA 20

Feb-10 Heggies Pty Limited Australia based acoustics and vibration

consultancy firm

Australia SLR Management Limited UK 11 12 1,1x

Feb-10 Emerging Energy Research

LLC

US based advisory and consulting firm tracking

emerging technologies in global energy markets

USA IHS Inc USA 13

Jan-10 Currie & Brown (Australia)

Pty Ltd

Australia based cost and management

consultancy firm

Australia Amec Plc UK 23

Jan-10 Xafinity Group Limited UK based company that provides specialist

outsourcing and consultancy services regarding

pensions, employee benefits, and payments

expertise

UK Advent International

Corporation

USA 144 317 2,2x 46,2x 13,7x

Jan-10 COM S.A (75.00% stake) Peru based provider of consultancy, outsourcing,

and project management services to Information

Technology industry

Peru Indra Sistemas SA Spain 7

Jan-10 McKinnon & Clarke Limited UK based company providing consultancy in the

energy, utility and telecoms markets

UK Lyceum Capital Partners LLP UK 25 25 1,0x

Jan-10 Towers Perrin Forster &

Crosby Inc

US based provider of human resource and

administration consulting services, reinsurance

intermediary, and actuarial and management

consulting

USA Watson Wyatt Worldwide, Inc USA 1245



1

HighlightsM&A Activity

• Environmental services continues to see steady deal fl ow, in line with the broader M&A market which remains active. 2010 fi nished strong, with environmental services transaction activity up nearly two-fold from prior year levels. 2011 appears to be off to a healthy start; the pace of new deal activity is robust, with Q1 ‘11 deal fl ow up 67 percent over the year ago period (Page 3). Looking ahead, the middle market is expected to remain active as strategic buyers and sponsor-backed platforms seek synergistic tuck-in acquisitions to improve scale and local footprints. Several factors, namely healthy acquisition budgets, an anticipated increase in buying activity on the part of mid-tier regional players, increased capital investment from private equity sponsors, and more liquid debt markets, are expected to drive deal fl ow as acquisitions remain a primary driver of top-line growth.

Industry Valuations• Th e equity markets continue to experience a high degree of volatility given the uncertain economic and geopolitical climate and are recouping

losses from early March, with the S&P 500 up 12 percent year over year. Environmental services stocks outperformed the market over the same period, with the BGL Special Waste composite index up 22 percent, BGL E&C / Remediation index up 19 percent, and BGL Solid Waste index up 16 percent. EBITDA multiples contracted from Q4 ‘10, with the LTM EBITDA multiple in Solid Waste of 7.7x down from 8.3x in Q4 ‘10 and Special Waste of 8.5x down from 10.4x in Q4 ‘10 (Page 12).

(1) As of April 8, 2011

Operating Highlights• Major solid waste companies are reporting positive pricing and volume trends. Pricing leverage and eff ective cost management are contributing

to margin expansion and strong free cash fl ow generation for most operators. Pricing discipline remains in focus amid competitive pressures in the slow growth environment. Looking ahead, operators are forecasting positive internal revenue growth in 2011 driven by core price and volume gains, with strong upside potential in commercial volumes as the economic recovery takes hold.

• Special waste operators are seeing volume recovery from stable-to-improving trends in industrial production. Energy and industrial services

end markets remain bright spots and increased government environmental spending presents upside to private sector growth. Th e ongoing federal budget debate has shown limited-to-no signs of aff ecting environmental spend and legislation. Strong fundamentals in medical waste point to solid organic growth and acquisition pipelines remain healthy.

• Recyclers are anticipating favorable selling conditions during the fi rst half of the year driven by recovering manufacturing activity and tight scrap supply. A strong export market continues to be a primary driver of growth, with higher demand and prices contributing to increased profi tability. Global demand for recycled metals is broad-based, with economic and environmental benefi ts expected to sustain long-term demand in developing markets. Commodity price volatility remains a key risk, and tight supply conditions are expected to drive prices higher in the near-term. Th e pace of strategic acquisitions has accelerated as buyers focus on expanding their supply network and geographic footprint.

• Near-term business fundamentals for E&C / Remediation are improving. Overall, BGL composite companies are reporting solid operating performance and positive trends in revenue and backlog year over year, with energy and environmental services lines of business cited as drivers of growth. Cost containment remains a focus to preserve margins in the face of competitive market pressures. Despite government budget challenges, participants maintain a positive outlook on business prospects for 2011, driven by stronger order backlogs and opportunities for service line, end market, and geographic expansion. Challenged industrial and commercial markets are expected to see a stronger recovery as businesses resume capital spending, and hard-hit end markets such as the power sector are forecasted to improve following a period of contraction. Th e private sector is also exhibiting signs of recovery and increased spending on environmental remediation is anticipated. Th e energy, transportation, and water infrastructure markets are expected to see continued growth.

Special Insert on Environmental Services in the U.S.By: Effram E. Kaplan and Rebecca A. Dickenscheidt

Brown Gibbons Lang & Company, Global M&A USA

2

Mergers & Acquisitions Overall M&A Activity

Middle Market M&A Activity

Mergers & Acquisitions Activity

Private Equity Transaction Activity

Leverage Equity Contribution

Source: Capital IQ.

Source: Standard & Poors LCD.

Source: Standard & Poors LCD.*NOTE: Data not reported due to limited number of observations for period.*NOTE: Data not reported due to limited number of observations for period. Source: Standard & Poors LCD.

Source: PitchBook.Counts only include deals with disclosed transaction values.

Source: Standard & Poors LCD.

Strategic Buyer Valuation Trends Financial Buyer Valuation Trends

Based on announced deals, where the primary location of the target is in the United States.

Acquisition Financing Trends

Transaction Count by Deal Size

Middle market enterprise values between $25 million and $500 million.

Middle market enterprise values between $25 million and $500 million. Middle market enterprise values between $25 million and $500 million.

445 442359

280198

312 328

238

127166

83 112

56

28 49

119164

80

29 82

0

200

400

600

800

1,000

1,200

2006 2007 2008 2009 2010N

umbe

r of T

rans

actio

ns

Under $50M $50M - $250M $250M-$500M Over $500M

NA*

119 148 125 151106 141 156 145 107 132 148 114

58 97 96 131 100 122 141 133 100 121

207219

214240

207222 211 268

191207

233

113

91

120 111

197

145161

234204

145168

6566

59

63

62

67 6363

36

5843

19

19

26 35

40

3242

5861

32

55

0

100

200

300

400

500

Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q1

2006 2007 2008 2009 2010 ‘10 ‘11

Num

ber o

f Tra

nsac

tions

$0

$10

$20

$30

$40

$50

$60

$70 Transaction Value ($ in billions)

$25M-$50M $50M-$250M $250M-$500M Trans Value

8.2

6.8 7.1

9.8

8.08.78.7

9.48.4

7.68.1

10.09.1

10.2

8.2

9.510.6

4.0x

6.0x

8.0x

10.0x

12.0x

2006 2007 2008 2009 2010 2011

EBIT

DA

Mul

tipl

e

<$250M $250M-$499M $>=$500M

NA*

7.28.3

6.5 6.65.5

8.18.5 8.2 8.0 7.6

8.5

9.9 9.4

7.58.5 8.6

4.0x

6.0x

8.0x

10.0x

12.0x

2006 2007 2008 2009 2010 2011

EBIT

DA

Mul

tipl

e

<$250 million $250-$499 million $500 million+

3.6 4.03.1

2.63.2 3.3

1.21.5

1.01.0

0.8 0.8

0.0x

1.0x

2.0x

3.0x

4.0x

5.0x

6.0x

2006 2007 2008 2009 2010 LTM 3/31/11

Senior Debt/EBITDA Sub Debt/EBITDA

38%35%

46%

51%

42%

47%

25%

30%

35%

40%

45%

50%

55%

2006 2007 2008 2009 2010 LTM 3/31/11

NA*NA*

3

THE M&A PIPELINE IS BUILDINGTh e environmental services M&A market was active in Q1 ‘11 following an already robust fourth quarter, and industry players have the acquisition mindset and the budgets to pursue additional buys this year:

• Republic Services is in the market for deals, after a two-year hiatus integrating the acquisition of Allied Waste Industries. In the company’s Q4 ‘10 earnings call, CEO Donald Slager cited a pipeline of acquisition candidates with $100 to $150 million in revenue, indicating the company has the balance sheet strength and appetite to pursue acquisitions this year, including tuck-ins and infrastructure buys such as recycling facilities.

• Historically acquisitive Waste Connections expects that 2011 will bring signifi cant acquisition growth based on ongoing conversations with sellers. In the company’s Q4 ‘10 earnings call, CEO Ronald Mittelstaedt spoke of a robust M&A pipeline, citing “a record backlog” of deals under consideration. Acquisition candidates include both new stand-alone markets as well as tuck-ins to existing markets.

• IESI-BFC expects 2011 to be another strong year for acquisitions, following on an active year in 2010 with the completion of its merger with Waste Services Inc. in July and the purchase of Fred Weber in December. Th e company exceeded projected synergy targets for the Waste Services transaction, achieving run rate synergies of $32 million. In the company’s Q4 ‘10 earnings call, CEO Keith Carrigan indicated that IESI-BFC has plans to “remain fairly aggressive as it relates to growth by acquisition” through 2011, targeting more markets than the company ever has.

• Waste Pro USA plans to expand into contiguous markets through acquisitions in 2011, with its eye on Tennessee, Arkansas, Oklahoma, and Texas to the south and going north into Virginia from North Carolina. Historically, roughly 80 percent of growth has been organic but CEO John Jennings indicated that the future target will look more like 50/50 divided between organic growth and acquisitions as the company grows. Waste Pro is backed by private equity fi rm Roark Capital Group.

• Stericycle CFO Frank ten Brink referenced a healthy acquisition pipeline in the company’s Q4 ‘10 earnings call, citing revenue opportunities of $100 million in domestic and international markets. Th e company was highly acquisitive in 2010, completing 33 acquisitions (13 domestic, 20 international) and 17 in the fourth quarter alone, for a total acquisition spend of $190 million. Th e combined companies generated annualized revenues of approximately $132 million. Stericycle announced it was acquiring Healthcare Waste Solutions, LLC in September 2010, the largest acquisition in the company’s history.

• Schnitzer Steel Industries has launched its acquisition growth platform in 2011 with two buys, following a tally of six acquisitions in 2010, four of which were completed in Q4 ‘10. Th e company has plans to continue to pursue growth through synergistic acquisitions in 2011.

• Ben Weitsman & Son has publicly stated its goal of reaching $1 billion in sales by continuing to make acquisitions in its footprint. Since July 2010, the company has announced fi ve buys, including two acquisitions announced in February of this year.

• AECOM Technology Corporation completed seven acquisitions in 2010 and has plans to utilize acquisitions as a primary growth driver this year. Signifi cant buys last year included McNeil Technologies, Inc., purchased from private equity sponsor Veritas Capital in August, and Tishman Construction Corporation in July.

• Acquisitions are expected to continue to fuel Tetra Tech’s growth, with Mining garnering increased focus from an M&A perspective, as well as international markets. Th e company completed fi ve acquisitions in 2010.

Source: Capital IQ, mergermarket, and BGL Research.

Historical Environmental Services M&A Activity

Based on announced deals, where the primary location of the target is in the United States.

Quarterly M&A Activity by Sector

0

10

20

30

40

50

60

70

Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1

2008 2009 2010 2011

Num

ber o

f Tra

nsac

tions

Solid Waste Special Waste Metals Recycling & E-Waste E&C/Remediation

Mergers & Acquisitions Environmental Services M&A Activity

SOURCE: Capital IQ, Waste & Recycling News, Equity Research; and Company Filings.

4

NOTABLE Q1 ‘11 M&A ACTIVITY IN SOLID WASTE

In March 2011, Rumpke Consolidated Companies Inc. announced it was expanding its Ohio footprint with the purchase of waste collection and hauling assets and a transfer station from Cleveland-based Landmark Disposal Ltd. and Norton Environmental Services. Rumpke will gain approximately 10,000 residential, commercial and industrial customers in the Cleveland, Akron, and Canton areas with the purchase. Rumpke entered the northern Ohio market in 2009 through the purchase of a landfi ll, two transfer stations and collection operations in the Cleveland and Mansfi eld markets from Republic Services. In January 2011, Rumpke acquired RLS Recycling of Chillicothe, Ohio, adding to its existing Central and Southeast Ohio service areas. RLS Recycling generates roughly 60 percent of its revenue from recycling and 40 percent from waste services.

In March 2011, CE Holdings, a new company formed by private equity sponsor Pegasus Capital Advisors and Intersection, LLC in partnership with MissionPoint Capital Partners, HarbourVest Partners and Ares Capital, completed the acquisition of FCR, LLC and Blue Mountain Recycling LLC from Casella Waste Systems. Th e deal involves 17 material recycling facilities, a transfer station and certain related intellectual property assets. CE Holdings is a platform company focused on the recovery and transformation of waste into value-added products. Th e cash purchase price was $132 million.

Transaction Multiples: ~9.4x EBITDA

In March 2011, WCA Waste Corporation (WCA) completed the acquisition of certain solid waste hauling and transfer station assets from Emerald Waste Services, LLC. WCA announced the acquisition in December 2010. WCA acquired the company’s central Florida transfer station and hauling operations consisting of 117 residential, commercial and roll-off routes servicing seven counties in Gainesville, Orange City, and Daytona Beach. Th e total assets being acquired generate approximately $30 million of annual revenue and consist of 220 employees.

WCA paid $47 million in cash, $15.8 million in WCA stock and $5 million in cash or common stock at WCA’s option, in the event that the business achieves at least $3.5 million in EBITDA for any four consecutive fi scal quarters through and including the quarter ending December 31, 2012.

Transaction Multiples: ~2.1x Revenue

In March 2011, Waste Management (WM) acquired three recycling facilities from Canusa Hershman Recycling Co. and affi liates, a move that will expand its residential, commercial, and institutional recycling services in Maryland, Virginia, and the greater mid-Atlantic region. In total, the new facilities will add over 30,000 tons per month of sorting capacity, including a single stream facility, according to a company statement. In November 2010, WM announced it was acquiring Glacier Recycle, LLC. Based in Auburn, Washington, Glacier provides recycling services to the construction industry, processing recovered wood to make recycled wood products and biomass fuel. WM expects the addition will signifi cantly increase its construction waste recycling in the Pacifi c Northwest. Th e acquisition also supports the continued growth of green building and LEED certifi cation across the region, according to a press release announcing the transaction.

In February 2011, private equity backed Waste Pro USA announced it was acquiring Greenstar Recycling of Houston, Texas; C&D Ltd LLC of Alabaster, Alabama; and Pelican Commercial Waste Services of Belle Chasse, Louisiana. C&D and Greenstar off er recycling services and Pelican provides solid waste collection, management, and disposal services to industries, businesses, and municipalities. Waste Pro acquired 10 businesses in Florida, Georgia, Alabama, Mississippi, and Louisiana from December to early February.

In February 2011, Veolia ES Solid Waste, Inc. acquired Guy’s Waste Services, LLC of Byron, Georgia. Th e acquisition includes subsidiary companies KMA Transfer, LLC and Ace Trash, LLC. Guy’s currently serves approximately 1,200 customers in fi ve surrounding counties which represents new territory for Veolia and the ability to internalize those volumes into Veolia’s nearby Taylor County Landfi ll. Th e purchase includes a transfer station and commercial hauling operation. In January, Veolia announced the acquisition of Milo Sanitation, furthering its regional expansion strategy in the Southeast. Th e Valdosta, Georgia hauler brings 4,000 residential and 60 commercial accounts to Veolia.

In January 2011, IESI-BFC Ltd. announced it was acquiring the waste collection, transfer, and landfi ll assets of Fred Weber, including subsidiaries Crown Excel Disposal LLC and Weber Gas Energy LLC—a move that will signifi cantly expand its presence in the St. Louis market. With the purchase, IESI-BFC is acquiring one of the largest privately owned landfi lls in the country and Missouri’s largest landfi ll by volume, representing more than 50 percent of the region’s remaining disposal capacity. Th e collection operation includes both commercial and roll-off routes and will be integrated into IESI-BFC’s existing network. Th e cash purchase price was $159 million.

In January 2011, private equity-backed Deff enbaugh Industries Inc. announced the acquisition of two Arkansas companies—Roll Off Service Inc. and Advantage Recycling. Founded in 2001, the two companies provide solid waste collection, transfer and disposal, and recycling services to approximately 25,000 residential, commercial, and industrial customers in Arkansas, Oklahoma, Missouri, Kansas, and Texas. Deff enbaugh will add more than 130 employees through the acquisitions. Based in Kansas City, Kansas, Deff enbaugh considers itself one of the largest waste and recycling services companies in the Midwest and has more than 1,100 employees. Deff enbaugh is a portfolio company of DLJ Merchant Banking Partners, which acquired the company in a $325 million LBO in December 2007.

NOTABLE Q1 ‘11 M&A ACTIVITY IN SPECIAL WASTE

In February 2011, Stericycle, Inc. acquired Franklin, Tennessee-based NotifyMD, a patient communications software and services provider and the largest healthcare-only message-management company. NotifyMD could provide a barrier to entry to some Stericycle competitors in the medical waste management sector, analysts reported on the transaction.

NotifyMD generated revenues of approximately $20 million in 2010, representing 10 percent annual growth from 2009. Th e company is projecting to double revenues to $40 million by 2013, with growth driven in part by a new emphasis on serving hospitals, which account for a large percentage of Stericycle’s customer base.


SOURCE: Capital IQ, mergermarket, Waste & Recycling News, Equity Research, and Company Filings.

5

NOTABLE Q1 ‘11 M&A ACTIVITY IN SPECIAL WASTE Stericycle paid an estimated $50 million for NotifyMD. Deal multiples in NotifyMD’s space can range from 8x to 12x EBITDA, reported mergermarket, versus Stericycle tuck-in waste-management acquisitions, which typically cost 3.5x to 7x EBITDA.

In February 2011, Heritage-Crystal Clean, Inc (HCCI) acquired the assets of Warrior Oil Service and JBS Oil and C&J Recovery (Warrior Group). Th e purchase will add approximately 6.5 million gallons per year to the company’s existing used oil collection volume. In March 2010, HCCI announced it was expanding into the re-refi ning business. Th e Franklin, Indiana-based Warrior Group, which services generators in Indiana, Illinois, and Kentucky, is expected to minimize transportation expense to HCCI’s Indianapolis re-refi nery. Th e feedstock is expected to allow the re-refi nery to ramp quicker and at a lower operating cost than purchasing oil from a third party. In addition, HCCI will leverage cross-selling its broader service off ering to existing Warrior Group customers.

Th e acquired assets were valued at approximately $4.2 million. Consideration consisted of cash ($0.9 million), stock (64,516 shares), and the assumption of $2.6 million in debt.

Transaction Multiples: ~.6x Revenue

In February 2011, R360 Environmental Solutions acquired the Silo Field facility in Southeastern Wyoming from Western Environmental Services Inc. According to a company statement, Silo Field is the only oilfi eld wastewater facility in the Niobrara Shale play—an oil shale resource region that is currently the focus of large-scale lease purchases and widespread infrastructure growth. Th e purchase marks the fi rst step for R360’s growth plan in the Niobrara Shale, which will ultimately include multiple sites. R360 is a leading oilfi eld environmental solutions company that provides E&P waste and water recycling, as well as treatment and disposal solutions to some of the world’s leading oil and gas producers. Th e company is backed by private equity fi rms Paine & Partners and Tinicum Capital Partners. R360 has been building its oilfi eld waste management services platform through acquisition, completing four buys in 2010: Claco Services, LLC; Calpet/R&G Group of Companies; US Liquids of Louisiana, L.P; and Controlled Recovery, Inc.

In January 2011, Clean Harbors Inc. announced it was acquiring Badger Daylighting Ltd. (Badger) of Calgary, Alberta, Canada. Badger is the largest provider of Hydrovac Services in North America. Th e company has 82 locations in Canada and the United States and approximately 410 hydrovac units that use water and vacuum technology for excavation. Th e company derives 60 percent of its sales from Canada and 40 percent from the U.S. Badger has over 5,000 customers and 400 employees. Th e company generated revenues of CAD 132 million and EBITDA of CAD 33 million in 2010.

Th e transaction is expected to close in Q2 ‘11. Th e CAD 247 million purchase price consists of CAD 222 million in cash for all outstanding common shares of Badger plus the assumption of CAD 25 million of net debt.

Transaction Multiples: 1.9x Revenue; 7.5x EBITDA

Mergers & Acquisitions Environmental Services M&A ActivityIn January 2011, private equity-backed Th ermo Fluids, Inc. acquired the oil collection business of Bango Oil, LLC, expanding the company’s network in northern Nevada. Th ermo Fluids has existing facilities in Las Vegas, Reno, and Sparks, Nevada. CEO James Devlin estimates the purchase will increase Th ermo Fluids’ collections business in northern Nevada by approximately 25 percent, solidifying its position as the market leader in the region. Th ermo Fluids is a portfolio company of CIVC Partners, which acquired the company in 2006.

NOTABLE Q1 ‘11 M&A ACTIVITY IN METALS RECYCLING & E-WASTE

In February 2011, Metalico Inc. completed the acquisition of Pennsylvania-based Goodman Services, Inc., a full service recycling company in the northwestern Pennsylvania and southwestern New York regions. In addition to scrap metal recycling, Goodman provides off site material handling and packaging services.

In February 2011, Schnitzer Steel Industries Inc. announced it was acquiring Seattle, Washington-based Ferrill’s Auto Parts (dba Pull A Part). Th e purchase includes three self-service facilities which will operate under the “Pick-n-Pull” brand. Th e transaction represents a new market for the company’s Auto Parts Business and a platform for growth in the greater Seattle and Western Washington region. In January, Schnitzer announced the acquisition of State Line Scrap Co, Inc. Based in Attleboro, Massachusetts, the scrap metal recycler and exporter is expected to bring operational and commercial synergies to Schnitzer’s existing Northeast platform in Massachusetts and Rhode Island, expanding its supply network and production capabilities in the region.

In February 2011, Ben Weitsman & Son Inc. and its subsidiary Update Shredding, LLC announced the pending acquisitions of Rochester, New York-based Genesee Scrap & Tin Baling Co. Inc. and Hazleton, Pennsylvania-based Brenner Recycling, Inc. Founded in 1915, Genesee is a full-service scrap metal collection, processing, and shredding operation handling ferrous and non ferrous metals. Its largest acquisition to date, Genesee is the predominant full service scrap metal recycling and auto shredding operation in the greater Rochester area. Th e acquisition of Brenner Recycling is expected to double the company’s geographic coverage in the region. Founded in 1925, Brenner is a retail scrap metal and recycling company which grew from a used auto parts yard to become the largest scrap metal, paper, and cardboard recycler in the greater Hazleton area. Post-acquisition, Ben Weitsman has plans to change the nature of the business from essentially a retailer buyer of scrap metals to one that serves both retail and wholesale dealer business.

According to company estimates, Ben Weitsman & Son Inc. is the largest privately owned scrap metal processor and recycling center on the east coast. Th e company has set the goal of reaching $1 billion in annual debt free sales by continuing to make acquisitions in its footprint. Ben Weitsman made three acquisitions in 2010, including New York-based Weinstein Scrap Metal Corp. and Liberty Scrap Metal Inc. and Towanda Iron & Metal Company in Pennsylvania, and is looking at further expansions in western New York, according to a company statement.


6

NOTABLE Q1 ‘11 M&A ACTIVITY IN METALS RECYCLING & E-WASTEIn January 2011, PSC Metals Inc. announced the acquisition of St. Louis, Missouri-based Cash´s Scrap Metal & Iron Co. Cash’s has fi ve scrap metal processing locations in St. Louis, St. Charles, and Sikeston, Missouri. Th e company also processes industrial, demolition, and obsolete metals. Also in January, PSC Metals acquired Ohio-based Mitco Trucking and Warmington Road Recycling Co. Mitco Trucking provides transportation solutions to recycled metals customers in Ohio and the Midwest. Warmington Road Recycling will serve as a feeder yard for PSC Metals´ shredders in Canton and Wooster, Ohio. Th e purchases mark PSC Metal’s fi rst acquisitions since March 2008 when the company acquired Slippery Rock Salvage.

NOTABLE Q1 ‘11 M&A ACTIVITY IN E&C / REMEDIATIONIn March 2011, Shaw Group Inc. acquired Coastal Planning & Engineering Inc. (CPE), positioning Shaw as a leader in coastal restoration services. Based in Boca Raton, Florida, CPE off ers a broad service off ering that includes coastal modeling, oceanographic measurements, marine biology, geotechnical surveys, hydrographic surveys, and marine geology. Shaw’s existing project management capabilities and ports and harbors expertise, combined with CPE’s coastal engineering services, will allow the company to capitalize on multiple opportunities, including restoration of the Gulf Coast, port expansions, and off shore energy support globally. Th e all-cash transaction valued at approximately $26 million.

In February 2011, TRC Companies Inc. announced the acquisition of Alexander Utility Engineering, Inc. (AUE). Headquartered in San Antonio, Texas, AUE is a professional engineering and design fi rm that specializes in providing a range of services to the electric utility and communications utility markets. Th e purchase expands TRC’s power engineering presence in Texas, which is an important market for the company’s Energy segment. AUE’s projected net service revenue for 2010 is approximately $3 million. Consideration consisted of a combination of cash, stock, and subordinated debt. Th e purchase of AUE marks the fi rst acquisition for TRC since January 2005.

In January 2011 Tetra Tech Inc. announced the acquisition of Fransen Engineering Ltd. Based in Vancouver, BC, Fransen is a front-end focused fi rm providing engineering and technical support to industrial clients, specifi cally in water treatment and tailings management for oil sands producers. Th e acquisition creates no overlap, as Tetra Tech has no exposure in the Canadian oil sands arena. Th e company believes the integration of Fransen with the size of Tetra Tech will enhance Fransen’s capabilities of winning larger, higher margin projects. Fransen generated approximately $27 million in revenue over the past 12 months, according to company estimates. Th e transaction was valued at approximately $22 million, according to analyst estimates.

Transaction Multiples: ~.8x Revenue

Tetra Tech completed fi ve acquisitions in 2010, including the purchase of BPR Inc. in October 2010. BPR is a Quebec-based consulting and engineering fi rm focused on the water, energy, industrial, building, and infrastructure markets. Water-related projects represent approximately 65% of the business with important expertise in hydro-power generation. Revenue is split 60/40 percent

between public and private sector customers, respectively. Consideration consisted of $117 million in cash and earnout payments of $40 million upon the achievement of specifi ed fi nancial objectives, equating to a .7x - .9x revenue multiple and 6x-7x EBITDA multiple (estimate).

NOTABLE SELECTED Q4 ‘10 TRANSACTIONSSOLID WASTEIn November 2010, Roark Capital Group announced it was investing $105 million in GFL Waste & Recycling Solutions Corp. of Pickering, Ontario. Formed in 2007, GFL handles solid waste through its National Waste Services subsidiary and liquid waste through subsidiary companies Enviro West Inc. and Direct Line Environmental Corp. Th e liquid waste business handles a wide variety of liquids, including oily waters, solvents, glycols, and waste oils. Th e company’s operations in Ontario, Manitoba, Alberta, and British Columbia include four hauling companies, fi ve solid waste transfer stations, eight liquid waste storage and treatment facilities, and one soil remediation site. GFL serves more than 400,000 residences and 8,000 businesses.

GFL has enjoyed annual growth of between 40 percent and 50 percent since its inception, the company stated in a recent press release, and CEO Patrick Dovigi anticipates strong growth in the future. Th e capital infusion will enable GFL to pursue growth opportunities, including acquisitions. Dovigi indicated that the company remains focused on expanding within its existing footprint but would consider new markets, indicating that the U.S. market is within its sights.

Roark Capital Group continues to pursue opportunities in solid and liquid waste. Th e private equity fi rm invested $100 million in Waste Pro USA Inc. in September 2009.

METALS RECYCLING & E-WASTEIn December 2010, Arrow Electronics Inc. completed the acquisition of e-cycler Intechra Group, LLC. Headquartered in Jackson, Mississippi, Intechra provides comprehensive end-to-end IT asset disposition, value recovery, and computer recycling services to businesses and governments. Total sales were approximately $75 million for the most recent fi scal year. Intechra was a portfolio company of Environmental Capital Partners and Emigrant Capital Corp., which acquired the company in August 2009. Th e cash purchase price was $101 million.

Transaction Multiples: ~1.3x Revenue

E&C / REMEDIATIONIn December 2010, private equity sponsor Tailwind Capital, in partnership with management, acquired Apex Companies, LLC, a leading national water resources and environmental services fi rm. Founded in 1988, Rockville, Maryland-based Apex provides a broad platform of environmental services, including stormwater system design, engineering and maintenance; ports, harbors and water system design and engineering; environmental remediation; industrial hygiene services; and general site assessment, regulatory compliance and environmental consulting work. Th e company employs over 300 professionals in its network of 24 offi ces throughout the United States. Th e transaction represents an exit for private equity sponsor Blue Point Capital Partners, which acquired the company in March 2006.



7SOURCE: Capital IQ, Equity Research, Company Filings, and BGL Research.

Green Oil: The Recycling Landscape

In the U.S., the larger regional players control a sizable share of the market in terms of gallons of used oil collected, with the remaining share fragmented among some 300 to 500 independent collectors, many of which are privately-held companies that operate in local or regional markets. Market leaders are platforms of both strategic and private equity investors:

SAFETY KLEEN

• Largest used oil recycling and re-refi ning, parts cleaning, and environmental solutions company in North America

• Acquired Florida-based Atlantic Industrial Services in February 2009, one of the largest collectors and recyclers of used oil, oil fi lters, and antifreeze in the Southeast U.S. with 10 locations

• Acquired Illinois-based Gateway Petroleum Company in February 2009, a provider of used oil management services to customers in eastern Missouri and central and southern Illinois

• Private-equity backed by investment consortium led by Highland Capital Management

FCC ENVIRONMENTAL

• Provides collection and treatment services for solid waste, hazardous waste, electronic waste, paper, metal, glass, and other specialized materials

• Formed with the acquisition of the Hydrocarbon Services Business from Siemens Corporation in 2008, then the second-largest oil waste management company with 38 processing facilities in 21 states in the Mid-Atlantic, Southeast, and South Central regions of the U.S. Purchase price of $182.5 million valued the business at 9x 2008 EBITDA and 1.3x 2008 revenues

• Parent is diversifi ed environmental and construction services company Fomento de Construcciones y Contratas, S.A. based in Madrid, Spain

THERMO FLUIDS

• Largest producer of commercial fuel oil from recovered used motor oil in the Western United States (30 facilities across 17 states)

• Collects and purchases used motor oil from a large number of companies across a diverse range of industries, such as quick-lube centers, auto dealerships, mining operations, and industrial companies

• Reprocesses its collected used motor oil into a reprocessed fuel oil, which is sold as an alternative energy source to a variety of industrial customers or as feedstock to re-refi ners

• Provides a portfolio of other environmental services as a “one-stop” solution to its used oil generator customers, including other essential services such as oily wastewater collection and processing, spent antifreeze collection and recycling, and used oil fi lter collection and disposal

• Completed seven tuck-in acquisitions over last fi ve years, including acquisition of Bango Oil’s used oil collection business in January 2011

• Acquired by private equity fi rm CIVC Partners through a leveraged buyout in June 2006

UNIVERSAL LUBRICANTS

• Manufactures a diverse line of oils, greases, and other lubricating fl uids for use in sophisticated engines and equipment.

• Off ers a wide range of environmental services including used oil collection, used oil fi lter collection, used anti-freeze collection and a parts washers’ service program

• Operates 28 service and processing facilities in 14 central and southern states

• Backed by private equity sponsor Pegasus Capital Advisors

UNIVERSAL ENVIRONMENTAL SERVICES

• Provider of used oil, used oil fi lters, and spent anti-freeze collection and recycling services to generators in 12 south eastern / south central states

• Operates 9 used oil collection/processing facilities which handle approximately 25 million gallons of used oil and other oily wastes per year

• Acquired by private equity fi rm MidMark Capital Partners through a leveraged buyout in March 2004

In our spotlight on used oil collections and re-refi ning, we surveyed market participants, including oil recyclers and re-refi ners, as well as private equity investors and lenders to the industry, asking them to provide insights into market trends that are driving growth and their outlook on M&A and its future role in industry expansion. Our fi ndings revealed that current market dynamics underpin a healthy environment for increased investment activity as collectors look to build scale through acquisition and close the loop with re-refi ning integral to the collection and distribution strategy.

RAMPING UP INVESTMENTCollectors liken the competitive landscape to the solid waste sector when it was in the early stages of consolidation—highly fragmented, with the opportunity, through horizontal integration, to build scale through tuck-in, route density acquisitions. Industry dynamics point to consolidation on the horizon, driven by improving business fundamentals, competitive pressures which favor merging to build scale and complementary service off erings, and pent-up demand from a largely dormant M&A market over the past two years.

Longer-term, participants say the opportunity for collectors is vertical integration. Th e industry is trending toward re-refi ning, industry insiders said, and they see an increasing role for private equity in the expansion. In turn, investors looking at the industry say that re-refi ning makes economic sense based on the market dynamics today. “Capital is coming into the business. It came in a few years ago to build what we are seeing now,” commented Keith Yamada, a Partner at CIVC Partners. “If oil prices remain at current levels, you will see capital invested, some of it through private equity, some of it through public equity,” Yamada added.

Collectors are becoming more sophisticated, and the industry is consolidating to where there are larger players that have the fi nancial wherewithal to build re-refi neries. “We think there is an opportunity that has not been fully investigated by those with feedstock,” commented one industry insider. “Th e collections landscape in the U.S. is mature and competitive. Many of the “mom and pops” are no longer in business, and some of them have grown to a point where they may be at a crossroads in making the decision to expand into re-refi ning,” the insider added. “A natural progression for recyclers is to expand into re-refi ning. However, the skill sets and the barriers to entry to starting a collections business and those needed to start and operate a re-refi nery are completely diff erent,” commented Scott Parker, Executive Director at NORA. “Re-refi ning requires an engineering and process orientation whereas collections has much more of a relationship-orientation—it is about building relationships within your collection network. Bridging that gap can be more important than technology. Feedstock should be a primary concern.” Parker indicated that elements critical to re-refi ning are access to capital, consistency of feedstock, and operational maintenance, which requires a higher level of sophistication.

Spotlight On: Oil Collections & Re-refiningFrom collecting and reprocessing used engine oil to re-refi ning it for commercial and retail use, recycled oil has become a chic alternative in an environmental era, and industry participants are actively seeking ways to extract value in the supply chain.

8

RAMPING UP INVESTMENT (CONTINUED FROM PAGE 7)

Opportunity exists for collectors to partner or merge to achieve the scale and fi nancial wherewithal necessary to justify building a re-refi nery. “We have seen profi table 10 million gallon plants and unprofi table 20 million gallon plants,” off ered one private equity sponsor looking at the industry. “When you get over 10 million gallons, you can make it work,” the sponsor added. “An ideal size for a re-refi nery is 12 million gallons. It has a good payback and can get you through tough economic times,” said Mark Williams, a Business Development Manager at Chemical Engineering Partners. “When you begin looking at the size of the collectors, there aren’t many that are collecting that volume, but when you put two together, they are right at that number,” Williams added.

Securing the fi nancing to build a re-refi nery can present an obstacle given the level of capital investment required. Many collectors have never made an investment that large and navigating the fi nancing markets post-fi nancial crisis has been challenging. Th e project fi nance market largely went away during the credit crisis and is only slowly coming back with the reopening of the debt markets. In addition to the capital outlay requirements, a challenge for lenders is the lack of benchmarking data given the fi nite number of companies operating in the industry. Lenders are looking for proven technology, performance guarantees, and stability and predictability of contractual feedstock. To bridge the fi nancing gap, operators might choose a two-phase strategy to get into the re-refi ning business, Williams told us, constructing a facility to scale as the business grows. A front-end process could be put in place to produce vacuum gas oil (VGO) and asphalt fl ux with utilities to support it and by generating suffi cient capital from the business, the back-end hydrotreating system would later be added to the re-refi nery to produce Group II base oil.

Insiders say fi nding an adequate supply of quality feedstock may become a challenge going forward as additional re-refi ning capacity comes online. Collections is a highly regional business and geography dictates feedstock availability. Some argue that the feedstock is there but for a price. “If you are trying to grow collections, you are not going out and fi nding new generators. You are taking them from someone who is already collecting their oil, which can be costly,” said one industry insider. “A collector that builds a re-refi nery with capacity greater than its existing supply network will be surprised at how much it will cost to get the feedstock, particularly if used to a certain street price selling feedstock to industrial burners,” off ered a regional collector. To that end, industry participants will likely look to acquire rather than build the collections infrastructure organically. “Once they get to scale, re-refi ners may try to build the collection routes to feed their 15 million or 20 million gallon facilities, but that is hard market to market, ground level armed combat. At some level, they would love to be able to acquire a collector,” off ered Keith Yamada at CIVC Partners.

Spotlight On: Oil Collections & Re-refiningGreen Oil: Closing the Loop

In the U.S., a number of market participants have completed facility expansions or have announced new capacity coming online to meet growing demand for re-refi ned oil. If re-refi ning is here to stay, investors say it is the closed loop strategy that will shape the direction of the industry.

SAFETY KLEEN

• Largest re-refi ner in North America with combined processing capacity of 140 million gallons

• In October 2010, broke ground on a $26 million expansion of its Breslau, Ontario re-refi nery which will increase the facility’s annual processing capacity to 50 million gallons

EVERGREEN OIL

• Began operations in 1984; integrated re-refi ner

• Underwent second expansion in April 2010 to increase annual processing capacity to 23 million gallons

• Affi liate company Chemical Engineering Partners licenses re-refi ning process technology to third parties

HEARTLAND PETROLEUM

• Launched 20 million gallon Group II base oil re-refi nery in April 2009

UNIVERSAL LUBRICANTS

• Launched 12 million gallon Group II base oil re-refi nery in August 2009

• Backed by private equity sponsor Pegasus Capital Advisors

HERITAGE CRYSTAL CLEAN

• Provider of parts cleaning, containerized waste management, used oil collection, and vacuum truck services

• Filed IPO in March 2008

• Re-refi ning is a primary growth strategy for HCCI. In March 2010, the company announced it was entering the re-refi ning business with plans for a refi nery with an annual processing capacity of 50 million gallons, estimated to cost $40 million. Construction is underway, and the project is reported to be ahead of schedule; the company is forecasting the plant will be producing lube oil in late 2011 or early 2012. Re-refi ning revenues are projected to reach $90 million and will generate EBITDA margins of 20 percent when operating at full capacity.

• Acquired the Warrior Group in February 2011, adding used-oil collection volume of approximately 6.5 million gallons per year. With the acquisition, HCCI has a captive used oil supply of approximately 11 million gallons from its existing collections business. An opportunity for HCCI will be to acquire additional collectors to build its supply of feedstock. “They are going to have to grow through acquisition,” commented Mark Williams at CEP. “It is easier to acquire than it is to put trucks on the street and try to take market share from other collectors. Then you face a price war and your economics are upside down.”

NEXLUBE TAMPA

• In February 2010. announced plans to construct 24 million gallon Group II base oil re-refi nery

• Partnering with Italian company Viscolube S.p.A. on re-refi ning process technology

UNIVERSAL ENVIRONMENTAL SERVICES

• In April 2011, announced plans to construct 30 million gallon Group II base oil re-refi nery

• German strategic partner Avista Oil AG purchased equity interest in the company to support U.S. expansion strategy (Page 10).

SOURCE: Capital IQ, Equity Research, Company Filings, and BGL Research.

“All of the M&A opportunities seem to relate to, in some way, how people are going to build re-refi neries.”

—Regional Oil Collector

9

RAMPING UP INVESTMENT (CONTINUED FROM PAGE 8)

Industry participants also see blenders playing a role in future industry consolidation. Blenders are manufacturing lubricant products so they are buying base oil. If they are selling it through their own distribution network, they are in touch with generators so there is the potential to expand into collections either through organic investment or acquisition. Wichita, Kansas-based Universal Lubricants (Universal) is an example of such a strategy. Universal began operations in 1929, manufacturing high performance lubricant products and now off ers a broad range of environmental services, including used oil and fi lters collection and wastewater processing. Th e company received growth equity capital from private equity sponsor Pegasus Capital Advisors in May 2007. In October 2009, Universal completed the construction of a 12 million gallon Group II base oil re-refi nery to pursue a closed loop collection and distribution strategy, the fi rst of several facilities that will be constructed over the next few years, according to a recent company statement. “Th ere is opportunity for us to take our current collection footprint and expand our refi ning capacity in other desirable geographic areas,” said John Wesley, CEO at Universal. “We are actively looking for additional sites. We have the feedstock that we collect already to support a second and potentially a third site without having to go out and expand our footprint. Our collection history through several diff erent business cycles should allow us to pursue this expansion strategy if we choose to do it,” Wesley added.

INDUSTRY IN BRIEF

RECYCLING MARKET OVERVIEWBy defi nition, recyclers take used engine oil and restore its lubricant value or they reprocess it so it can be used for energy. In addition to building scale and route density in their collections business, turnkey operators are fi nding increasing opportunities in complementary environmental services, from recycling used oil fi lters and anti-freeze to reclaiming oily waste water and parts washing.

Re-refi ning takes used oil back into a virgin-like quality base oil that returns to the market as engine oil, a process deemed to be the “best use” of used oil by the EPA. In addition to the numerous environmental benefi ts of re-refi ning—conserves energy and resources, reduces environmental impacting emissions, and reduces toxic pollution—re-refi ned oil can be cleaned and re-used multiple times. Re-refi ning also has economic benefi ts. Re-refi ned products are tested to be equal to or better than oils manufactured with virgin base oils. “We moved into re-refi ning because it is the highest value alternative that we see right now for this feedstock. It truly is a renewable energy source,” said John Wesley at Universal Lubricants. “Quality and consistency has improved with technology, so you have a product that is equal to or better than virgin base oil. Re-refi ned base oils have been approved for use in formulating premium motor oils, where in the past that did not exist,” commented CEP’s Mark Williams. Integrated re-refi ners collect used oil, re-refi ne it through a dedicated refi nery, and package the product for commercial and retail sales in a closed loop process.

COLLECTIONS MARKET OVERVIEWMarkets appear to be stabilizing again after a drop off in demand of roughly 10 percent in 2009, according to NORA. With the rebound in the economy, collectors are seeing volumes return and demand strengthen as automotive and industrial activity pick up and re-refi ners come online looking for feedstock. More oil change franchises are converting the “do it yourself ” (DIY) oil changers to “do it for me” (DIFM), and operators see that trend continuing. And near-term demand for re-refi ned oil is expected to increase given the recent run up in oil prices. Price is under pressure as volumes are recovering and re-refi ning demand has created a competitive market for used oil.

Collectors say the business is a profi table one right now because the outlets for used oil have become more diversifi ed. Th ey are fi nding increasingly high-paying outlets for used oil as more re-refi neries and VGO plants have come online and anticipate that demand will increase as the industry undergoes further expansion.

Looking ahead, as they navigate a growing re-refi ning market, collectors are taking a closer look at their diversifi cation strategy and are exploring partnership opportunities within the industry. “Th e role of the collector market is as bright as it is today,” commented Scott Parker at NORA. “A strength for a collector is that they can become more diversifi ed in who is a customer for their product.”

OUTLOOK

Industry growth defi ned by gallons collected will likely remain fl at or less than GDP growth, survey participants said. While volumes are showing signs of stabilization, collectors say they have not seen the rebound growth that was projected coming out of the recession and so are maintaining a modest growth outlook this year, defi ning growth by a topline that is fl at to up 5 percent. NORA projects growth will remain fl at in 2011, and forecasts annual growth of 2 percent thereafter as the economy recovers.

Industry insiders emphasize that the issue of stagnant growth is overshadowed by the pricing dynamics in the energy markets and changes in distribution based on downstream re-refi nery and VGO plants being put in place. “Natural gas is unusually low in the U.S., which stole a profi table market from the used oil collection business. It required collectors to rethink the business model,” off ered a large regional collector. “It is the reason people are getting into the re-refi nery business. Your product becomes correlated with the price of a barrel of oil, not with the price of BTUs of natural gas,” the collector added.

REGULATORY ENVIRONMENT

In March 2011, the EPA released the Resource Conservation and Recovery Act (RCRA) fi nal rule on the identifi cation of non-hazardous materials that are solid waste. According to the ruling, off -spec oil is now considered a solid waste and a limited number of industrial burner facilities with Section 129 Clean Air Act permits will be allowed to burn the off spec oil. Collectors say the resulting impact will likely be that a new blending business will need to be created to handle the off spec oil, indicating that the new requirement would be phased in over several years given the capital requirements necessary for compliance. Over time, some participants expect the industrial burner market will go away in form and substance, existing only as an outlet for off -spec oil, which has potential long-term ramifi cations on re-refi ning. “If the government said you could not burn used oil as a fuel, there would be a line of people at my door wanting to build re-refi neries,” said Mark Williams at CEP. “If legislation went a diff erent way, it would change the whole marketplace,” Williams added.

Spotlight On: Oil Collections & Re-refining


10

INDUSTRY IN BRIEF (CONTINUED FROM PAGE 9)

RE-REFINING MARKET OVERVIEW Re-refi ning is in the infancy stage of its growth cycle in the U.S., accounting for less than 10 percent of used oil recovered for recycling purposes. “If you look at the number of gallons available to re-refi ne in the U.S. versus the number that is actually being re-refi ned today, there is quite an opportunity to grow, and to where it is not impacting the major oil companies,” commented CEP’s Mark Williams. And in today’s rising oil price environment, the economics of re-refi ning appear attractive to investors looking at the sector.

REGULATORY ENVIRONMENT

Th ere currently is no national legislation governing re-refi ning in the U.S. Legislation has been enacted on a state-by-state basis, with California setting precedent legislation with S.B. 546 which was signed into law in October 2009. S.B. 546 redirects used motor oil from burning and promotes re-refi ning by setting a per gallon fi nancial incentive to encourage the development of expanded capacity for re-refi ning used oil. Th ere is additional legislation pending to support the building of re-refi neries in the form of incentives and tax rebates; however, to date re-refi ning has not been a focus of the government. “We would love for the government to provide loan guarantees and equity contributions for re-refi ning, but right now it does not fi t into any of their programs very well,” said one collector, adding, “We have heard of people qualifying but are not aware of anyone who has drawn down on any government programs to build a re-refi nery.” CEP’s Mark Williams commented, “Th ere is a good enough return in the industry that government support is not necessarily needed. Is it something that would push people into it—maybe. I think the industry will get there before the government gets involved,” Williams added.

EYE ON EXPANSION

Re-refi ning capacity in the U.S. is expected to grow from 210 million gallons in 2010 to over 300 million gallons by 2013, according to NORA, which does not include four known capacity additions to be announced over the next 24 months. Gaps in several U.S. geographies are being targeted for re-refi ning capacity expansion, with key opportunities in the South, Southeast, and Northeast. According to NORA, planned expansion in the Southeast and Midwest is expected to add an estimated 100 million gallons in re-refi ning capacity by 2013. Industry insiders also referenced additional capacity expansions in the Northwest and central U.S. “It is not inconceivable that a large private equity fund could look at acquiring several facilities or build one and replicate it in various geographies around the country,” off ered a private equity sponsor in our survey. “It makes sense to do that—to be another Safety-Kleen,” the sponsor added.

In April 2011, Universal Environmental Services, LLC (UES) announced a strategic partnership with Avista Oil AG (Avista), whereby Avista acquired an equity interest in UES, with the intent to grow UES’ used oil collection business and construct a re-refi ning plant located in Peachtree City, GA. Current plans call for the construction of a 30 million gallon capacity plant to produce high quality base oils. Extensive due diligence was undertaken to identify the strategic partner to pursue its expansion strategy. “We completed a broad canvassing of the global market in terms of re-refi ning technology and visited a majority of the used oil refi neries, with the exception of those operating in Asia and the Middle East. Th is was a process that extended over a two-year period,” commented Matthew Finlay, a managing director at MidMark Capital, private equity investor in UES. On why Avista was the right strategic partner, UES CEO John Redmond off ered, “As one of the largest collectors and re-refi ners of used oil in Europe, Avista brings extensive experience in the used oil collections business, superior process engineering and technology know-how, and expertise in the global hydrocarbon markets. Redmond added, “Avista owns and operates two successful used oil refi neries, so they are not just collecting oil or building the plants, they have experience running them. And they produce both base oil and fi nished lubricants, so they are a fully-integrated provider. Th e partnership will facilitate a sharing of both fi nancial and strategic resources to pursue a closed loop strategy in the U.S., leveraging UES’ extensive used oil collections network in the Southeast.”



Source: Klein & Company, Global Used Oil 2009 Market Analysis & Opportunities.

Used Oil Disposition in the U.S.

Consumed in operations

33%

Recycled and burned as fuel43%

Not collected14%

Recycled andre-refined

7%

Other use3%

Source: NORA and BGL Research.

U.S. Re-refining Capacity

0

20

40

60

80

100

120

1986 1991 2004 2006 2009 2010 2012 2013

Cap

acity

Add

ition

s

0

50

100

150

200

250

300

350

Total Capacity

Total Capacity Group II Base Oil VGO, Other

11

INDUSTRY IN BRIEF (CONTINUED FROM PAGE 10)

LOOKING AHEAD

Th e biggest challenge for re-refi ners will be access to economically viable feedstock. “Th e most valuable used oil that re-refi ners can collect is the oil generated closest to their facilities. Th ere is no value in re-refi ning if the feedstock costs more than virgin oil,” said one insider. “Regardless of how effi cient processes are, if the competitive landscape causes a run up in the price of feedstock, and it ends up costing more than the base oil output, re-refi ning could be a losing proposition unless the industry can hit a homerun convincing consumers that environmentally-friendly green products are the way to go,” commented John Wesley at Universal Lubricants.

To that end, industry insiders say a major developing trend in the industry will be the move by base oil re-refi ners toward blending and packaging fi nished product. Th e real opportunity and ultimately where the value is going to be had, some insiders say, will be in creating a business to consumer brand. Wesley off ered this perspective, “Our business and investment decisions are all geared toward what is the highest value for our end products and end markets—and that highest value today is packaged motor and engine oils. Th ere is not an obvious higher value than taking used oil and converting it into new products sold back to businesses and consumers.” Wesley has a background in sales and marketing, having spent 25 years with Valvoline prior to coming on as CEO at Universal Lubricants. Wesley said that he is the fi rst executive to be brought on to run a re-refi nery with experience in the consumer packaged goods/branded oil business.

Recent industry developments support that trend:

Safety Kleen, the industry’s largest collector and re-refi ner, announced in April 2011 the appointment of former Ashland Distribution executive Robert Craycraft as CEO. Insiders say Craycraft will likely concentrate eff orts on building Safety-Kleen’s consumer branded distribution, which had historically not been a major strategic focus.

Also in April, Valvoline announced the launch of its new environmentally- friendly Next Generation (NextGen) branded recycled oil product, which is expected to go a long way in educating the public on the benefi ts of green oil alternatives. Industry insiders expect Valvoline will leverage a heavy ad spend budget to promote the new category. “I would expect that if Pennzoil and Castrol follow suit with their own green brands sometime in 2011 or 2012, that there will be a high demand for our base oils, particularly for products like our Eco-Ultra, which is positioned as a better value alternative to the major brands,” Wesley commented. “Th at provides a tremendous amount of upside over burning the feedstock or making base oil and selling those to third parties because the highest value is self-consumption and self-branding. And that is what we are working toward.”

Valvoline is credited with creating categories within the lubricant business, and by creating this “green” category, the company is going to help drive environmental awareness, industry participants say. By getting the green consumers coming in to retailers and service installers demanding green motor oils and green engine oils, the industry will hit a homerun. “We are not there yet, but I think we are going to get to that point,” Wesley said.



Interview with Chemical Engineering Partners Mark Williams Business Development Manager, CEP

Based in Irvine, California, Evergreen Oil, Inc. (EOI) is a pioneer in the re-refi ning industry, having successfully operated its state of the art re-refi nery since 1986. The company completed an expansion in April 2010 bringing annual processing capacity to 23 million gallons (17 million gallons re-refi ned oil). Evergreen produces API certifi ed Group II base oils.

Chemical Engineering Partners (CEP) is a leading process technology and design fi rm in the re-refi ning industry. The company is an affi liate of Evergreen Oil and licenses the re-refi ning technology developed at EOI to third parties. CEP has designed re-refi neries around the world. In 2009, the company commissioned three plants in the U.S. and Europe, including Heartland Petroleum and Universal Lubricants in the U.S.

“One of the things we can say is our technology has been operating at Evergreen Oil for almost 25 years. And we have designed plants around the world that are still operating and producing quality base oils. The technology is proven.”

BGL: Global demand for re-refi ning is growing. Where do you see the greatest opportunities?

The markets with the most signfi cant growth opportunities in re-refi ning are the United States, South America, and Asia.

The opportunities in the U.S. are abound just because the industry is young. Despite having the highest per-capita lube oil consumption in the world, the U.S. lags other developed countries in re-refi ning capacity. For example, the re-refi ning market in Europe is mature, and re-refi ning capacity is four times the level in the U.S., so there is signifi cant opportunity for growth. If the U.S. went the way Europe has gone, there is a lot of re-refi ning capacity to be built.

Brazil is a leader in environmental initiatives and is the only country where used oil must be re-refi ned by law. There is a signifi cant opportunity for used oil collectors because they can produce a product that there is a demand for because today that product is being imported. It is coming from the United States, or it is coming from Europe. We recently started a large project with The LWART Group in Brazil. The LWART Group is regarded as the largest company in South America in the fi eld of collecting and re-refi ning of used oil. When the facility is fi nished, it will be the fi rst Group II base oil plant in South America. The facility will be state of the art and the largest facility designed by CEP.

In China, there is some re-refi ning but not to the sophistication of that in the U.S. The challenge there is getting enough used oil to justify a plant.

BGL: What are the primary challenges for re-refi ning on a global scale?

The biggest challenge is getting used oil feedstock to supply the re-refi nery. It is challenging in some countries because the q uality of the oil is so poor. The maturity of the used oil collection system also becomes an issue and can be even more of a challenge in the developing countries because there are no collection systems. Used oil may not be collected at all. Developing the collections infrastructure can often be more challenging than building the re-refi nery.

Typically in a smaller country the government needs to get involved. Regulations and enforcement of those regulations help with the feedstock, and sometimes it is government support that helps fund the projects. In certain areas, the government even facilitates collection centers. That is what it takes to build that collections infrastructure in some countries.

Evergreen Oil, Inc.

12

Industry Valuations

BGL Environmental Services indices defined on Page 13.

*Figures include latest reported earnings for index constituents. Q1 2011 earnings had not been released for all companies by publish date.

SOURCE: Capital IQ.

Metals Recycling & E-Waste

Special Waste (Hazardous)

Solid Waste (Non-Hazardous)

E&C/Remediation

5.75x

6.00x

6.25x

6.50x

6.75x

7.00x

7.25x

7.50x

7.75x

8.00x

8.25x

8.50x

0.00x

0.25x

0.50x

0.75x

1.00x

1.25x

1.50x

1.75x

2.00x

2.25x

2.50x

2.75x

EV/EBITDA 8.0x 8.0x 7.7x 7.4x 7.6x 7.5x 7.5x 7.6x 7.6x 7.5x 8.1x 8.3x 8.2x

EV/Revenue 2.0x 2.0x 1.9x 1.8x 1.8x 1.8x 1.8x 1.9x 1.9x 1.9x 2.0x 2.1x 2.1x

Q108 Q208 Q308 Q408 Q109 Q209 Q309 Q409 Q110 Q210 Q310 Q410 Q111

0.00x

2.00x

4.00x

6.00x

8.00x

10.00x

12.00x

14.00x

16.00x

18.00x

20.00x

22.00x

0.00x

0.25x

0.50x

0.75x

1.00x

1.25x

1.50x

1.75x

2.00x

2.25x

2.50x

2.75x



Q108 Q208 Q308 Q408 Q109 Q209 Q309 Q409 Q110 Q210 Q310 Q410 Q111

2.00x

4.00x

6.00x

8.00x

10.00x

12.00x

14.00x

16.00x

18.00x

20.00x

22.00x

0.20x

0.30x

0.40x

0.50x

0.60x

0.70x

0.80x

0.90x

1.00x

1.10x

1.20x



Q108 Q208 Q308 Q408 Q109 Q209 Q309 Q409 Q110 Q210 Q310 Q410 Q111

0.00x

2.00x

4.00x

6.00x

8.00x

10.00x

12.00x

14.00x

16.00x

18.00x

20.00x

0.00x

0.10x

0.20x

0.30x

0.40x

0.50x

0.60x

0.70x

0.80x

0.90x

1.00x



Q108 Q208 Q308 Q408 Q109 Q209 Q309 Q409 Q110 Q210 Q310 Q410 Q111

13

Industry Valuations

NOTE: Figures in bold and italic type were excluded from median and mean calculation.

(1) As of 4/8/2011.

(2) Market Capitalization is the aggregate value of a firm's outstanding common stock.

(3) Enterprise Value is the total value of a firm (including all debt and equity).

Source: Capital IQ.

($ in millions, except per share data) Current % of Market Enterprise Total Debt/ TTM

Company Name Country Ticker Stock Price (1) 52W High Capitalization (2) Value (3) Revenue EBITDA EBITDA Revenue Gross EBITDA

SOLID WASTE (NON-HAZARDOUS)Waste Management, Inc. United States NYSE:WM $37.92 98.3% $18,017.5 $26,739.5 2.1x 8.3x 2.8x $12,515.0 37.5% 25.9%Republic Services, Inc. United States NYSE:RSG 29.91 90.8% 11,376.9 18,029.4 2.2x 7.3x 2.7x 8,106.6 41.2% 30.6%Veolia Environnement S.A. France ENXTPA:VIE 22.19 83.8% 10,757.4 28,986.9 0.8x 7.8x 5.7x 34,786.6 17.8% 10.7%Waste Connections Inc. United States NYSE:WCN 30.20 98.1% 3,430.0 4,359.1 3.3x 10.3x 2.2x 1,319.8 43.2% 32.0%IESI-BFC Ltd. Canada TSX:BIN 25.02 98.6% 3,020.6 4,267.6 3.0x 10.5x 3.1x 1,429.8 41.3% 28.6%Casella Waste Systems Inc. United States NasdaqGS:CWST 6.54 78.9% 172.1 734.5 1.4x 6.9x 5.1x 533.9 32.9% 20.7%WCA Waste Corporation United States NasdaqGM:WCAA 6.04 99.5% 142.9 374.5 1.6x 7.1x 4.4x 229.5 28.1% 23.0%Median $25.02 98.1% $3,430.0 $4,359.1 2.1x 7.8x 3.1x $1,429.8 37.5% 25.9%

Mean $22.55 92.6% $6,702.5 $11,927.4 2.1x 8.3x 3.7x $8,417.3 34.6% 24.5%

SPECIAL WASTE (HAZARDOUS)Veolia Environnement S.A. France ENXTPA:VIE $22.19 83.8% $10,757.4 $28,986.9 0.8x 7.8x 5.7x $34,786.6 17.8% 10.7%Stericycle, Inc. United States NasdaqGS:SRCL 89.70 96.4% 7,660.0 8,699.5 6.0x 19.6x 2.5x 1,439.4 49.0% 30.9%Clean Harbors, Inc. United States NYSE:CLH 103.56 97.1% 2,733.8 2,707.2 1.6x 8.9x 0.9x 1,731.2 30.1% 17.6%Covanta Holding Corporation United States NYSE:CVA 17.50 92.7% 2,598.7 4,871.5 3.1x 11.7x 5.7x 1,582.3 40.6% 26.3%Newalta Corporation Canada TSX:NAL 13.12 96.0% 636.3 917.8 1.6x 8.5x 2.6x 576.2 31.6% 18.7%EnergySolutions, Inc United States NYSE:ES 5.56 71.7% 493.5 1,166.5 0.7x 6.9x 5.4x 1,752.0 13.3% 8.9%US Ecology, Inc. United States NasdaqGS:ECOL 18.02 97.5% 330.0 386.6 3.7x 12.5x 2.0x 104.8 37.4% 29.6%Heritage-Crystal Clean, Inc United States NasdaqGM:HCCI 15.93 85.4% 228.4 206.7 1.8x 21.2x 0.0x 112.1 72.5% 8.7%Perma-Fix Environmental Services Inc. United States NasdaqCM:PESI 1.48 62.2% 81.5 92.9 1.0x 8.6x 0.9x 97.8 21.1% 11.1%Median $17.50 92.7% $636.3 $1,166.5 1.6x 8.9x 2.5x $1,439.4 31.6% 17.6%

Mean $31.90 87.0% $2,835.5 $5,337.3 2.3x 11.7x 2.9x $4,686.9 34.8% 18.0%

METALS RECYCLING & E-WASTESims Metal Management Limited United States ASX:SGM $17.75 75.8% $3,645.7 $3,674.8 0.5x 10.7x 0.4x $8,021.4 16.0% 4.1%Schnitzer Steel Industries Inc. United States NasdaqGS:SCHN 63.26 91.1% 1,738.7 2,016.8 0.7x 9.0x 1.5x 2,739.6 12.1% 8.0%Interseroh AG Germany XTRA:ITS 51.98 100.0% 511.5 607.6 0.3x 11.5x 2.8x 1,939.9 12.4% 2.7%Metalico Inc. United States AMEX:MEA 6.07 85.6% 287.5 410.0 0.7x 8.1x 2.5x 553.3 13.8% 9.1%Industrial Services of America, Inc. United States NasdaqCM:IDSA 10.44 49.3% 68.7 112.3 0.3x 6.4x 2.6x 343.0 8.0% 5.1%Median $17.75 85.6% $511.5 $607.6 0.5x 9.0x 2.5x $1,939.9 12.4% 5.1%

Mean $29.90 80.3% $1,250.4 $1,364.3 0.5x 9.1x 2.0x $2,719.4 12.5% 5.8%

E&C / REMEDIATIONURS Corporation United States NYSE:URS $45.07 84.6% $3,634.0 $3,846.9 0.4x 5.5x 1.1x $9,177.1 8.3% 6.9%AECOM Technology Corporation United States NYSE:ACM 26.76 86.6% 3,177.1 4,015.2 0.6x 8.8x 2.8x 7,001.2 6.5% 6.1%Shaw Group Inc. United States NYSE:SHAW 35.45 85.2% 3,015.4 2,413.3 0.4x 7.0x 4.7x 6,684.8 8.3% 5.0%Tetra Tech Inc. United States NasdaqGS:TTEK 24.50 90.2% 1,526.2 1,603.9 1.1x 9.6x 0.9x 1,522.3 19.3% 11.0%Arcadis NV Netherlands ENXTAM:ARCAD 16.90 93.1% 1,116.5 1,342.8 0.7x 8.2x 2.5x 2,002.8 19.9% 8.5%Great Lakes Dredge & Dock Corporation United States NasdaqGS:GLDD 7.64 85.6% 449.0 580.4 0.8x 5.3x 1.7x 686.9 17.9% 16.0%TRC Companies Inc. United States NYSE:TRR 5.15 96.3% 139.8 131.1 0.6x 25.8x 2.0x 236.8 15.2% 2.1%Median $24.50 86.6% $1,526.2 $1,603.9 0.6x 7.6x 2.0x $2,002.8 15.2% 6.9%

Mean $23.07 88.8% $1,865.4 $1,990.5 0.6x 7.4x 2.2x $3,901.7 13.6% 7.9%

TTM MarginsTTM Enterprise Value /

14

Industry Valuations

Source: Capital IQ.Index: April 8, 2010 = 100.

Index Performance

Environmental Services

Market

70

90

110

130

Apr-10 May-10 Jul-10 Aug-10 Oct-10 Nov-10 Jan-11 Feb-11 Apr-11

BGL Solid Waste BGL Special Waste

BGL Metals Recycling & E-Waste BGL E&C / Remediation

85

95

105

115

Apr-10 May-10 Jul-10 Aug-10 Oct-10 Nov-10 Jan-11 Feb-11 Apr-11

S&P 500 DJIA

Applus+ acquisition of Velosi

Appendix. Global M&A Deal Highlight

December 2010: Applus+, Spain’s leading testing and certification company, launched a public offer valuing AIM quoted Velosi at €100 million.

Velosi is the leading provider of testing and certification services to the oil industry in emerging countries around the world.

Prior to the announcement of the public offer, Applus+ had obtained acceptances from shareholder representing 51% of outstanding shares of Velosi with 94% of shareholders accepting the offer after an extended offer period, Applus+ will exercise its rights to delist the company and effect a compulsory purchase ofthe remaining shares. Applus+ is owned by the blue chip private equity firm, Carlyle.

Socios Financieros, Global M&A Spain, advised Carlyle and Applus+ together with UK Global M&A partner, Execution Noble on the acquisition.

November 2010: Brazilian business outsourcing company TCI BPO acquired 91.25% of RH Build Up. The company acquired from Edenred(formerly Accor Services) is specialized in HR management outsourcing , which involves services from the admission of a new employee up until its termination, including payroll processing. The transaction was closed on November 25, for an undisclosed amount.

For TCI, the transaction complements and strengthens its shared services product offering and will contribute to a remodeling of the business processes of the organizations.

About TCI BPO

TCI BPO offers its clients complete BPO solutions, which result in improvements in the quality and cost reductions through the improvement of operations which are not considered core for TCI’s clients businesses. TCI is the only company with national coverage in Brazil with integrated logistics for ECM, ITO, SCM and HRO. TCI employs advanced methods and technologies to provide its broad range of clients (in various private and public sectors) with quality services.

Vergent, Global M&A Brazil advised Edenred (formerly Accor Services, world leader in prepaid corporate services in the transaction

TCI BPO acquisition of RH Build Up, Brazilian subsidiary of Edenred (formerly Accor Services)

RH Build Up

TCI BPO

Sale of RH Build Up, Brazilian

Payroll processing company to

Brazilian BPO group TCI BPO

Exclusive advisor to the seller

Velosi Limited

Applus/The Carlyle Group

Public Take over on AIM of Velosi

Limited

Global M&A Spain and Global M&A

UK advised Applus on all aspects of

the successful Public Offer

Global M&A Deal Highlight

Accent Equity acquires stake in new Nordic ground handling services Group - Aviator Airport Alliance is formed, based in Norway and Sweden

December 2010: The Accent Equity 2008 investment fund is acquiring a stake in a new constellation of Nordic companies in the ground handling services sector.

The new Group, called Aviator Airport Alliance, includes the Norwegian companies Røros Flyservice and Norport Handling and the Swedish company Nordic Aero. Accent Equity 2008 holds a 50% stake in thecompany, while the founders of the three member companies and the company management own the remaining 50%. The new Group has an annual turnover of NOK 1 billion and 1,250 employees with customers among most of the airlines active on the Nordic market. Operations are conducted at some 20 airports in Norway, Sweden, Denmark and Finland. Customers include Air Baltic, Air France, Amapola, British Airways (BA), Finnair, KLM/AF, Malmö Aviation, NextJet, Norwegian Air Shuttle, Ryanair, Qatar Airways, Skyways and Thomas Cook.

Røros Flyservice offers a wide range of services to a number of customers at nine airports in Norway: Røros (RRS), Oslo Gardermoen(OSL), Trondheim (TRD), Tromsø (TOS), Kristiansand (KRS), Bodø(BOO), Bardufoss (BDU), Ålesund (AES) og Molde (MOL). RørosFlyservice has annual sales of approximately NOK 350 mill, handling approximately 56.000 flight movements and around 11 mill passengers per year. The company has approximately 500 employees.

Norport Handling offers a wide range of services to a number of customers at Bergen Airport, Stavanger Airport, Rygge Airport, and Haugesund Airport, Karmøy. Norport Handling handles both airlines as well as helicopter companies. Norport Handling has annual sales of approximately NOK150 mill, handling approximately 30.000 flight movements and around 4.5 mill passangers per year. The company has approximately 320 employees.

Nordic Aero has traditionally focused on ramp and passenger handling services, aircraft cleaning (exterior and interior), and de-icing. Nordic Aero offers a wide range of ground handling services at Stockholm ArlandaAirport and Gothenburg Airport, and passenger handling services at the airports in: Jönköping, Kristianstad, Halmstad, Norrköping, Visby, Umea and Luleå. Nordic Aero has annual sales of approximately NOK 300 mill and about 800 employees.

Saga Corporate Finance / Global M&A Norway initiated the process by approaching the owners of Røros Flyservice and Norport Ground Handling to discuss and plan a potential joint sales process. During the transaction preparation phase of the two Norwegian companies Global M&A Norway and Global M&A Sweden approached the Swedish company Nordic Aero, inviting the owner of the leading independent Swedish ground handler to take part in the consolidation and the establishment of a new market leading ground handling group in the Nordic region.

Constitution of a new Nordic ground

handling services group with about

present in about 20 airports in

Norway Sweden and Finland

Exclusive advisor to the sellers

Røros Elyservice Norport

Handling Nordic Aero

Accent Equity

Appendix Sampling of Business Services Deals

THE GLOBAL M&A BUSINESS SERVICES TEAM

Corporate Finance Experts from Your World™

APPENDIX: The Global M&A Business Services TeamBusiness Services Team Leader

Business Services Team Members

Verónica Klammer joined the Buenos Aires based company in March 2006. Previously, Ms. Klammer was a banker at Citigroup/Citibank N.A., where she worked for five years, participating in transactions in the areas of debt restructurings, M&A advisory, private and multilateral debt structuring, syndicated loans and acquisition finance such as the purchase of Hylsamex by Grupo Techint. Prior to joining Citibank, Ms. Klammer worked at Accenture for two years as a financial analyst in the Business Consulting Unit

Education:Certified Public Accountant, Universidad Católica Argentina; Bachelor Degree in Business Administration, Universidad Católica Argentina (Valedictorian 1998); Postgraduate Degree in Marketing, Universidad de San Andrés (2004).

Email: [email protected]

ARGENTINAVerónica Klammer EN

Vice President

Quintin Althann is an Associate at the Wien based company. He has significant experience in balance sheet and market analysis as well as in research and consulting activities. He has also assisted numerous acquisitions and other transactions.

Quintin is an active member of the Global M&A Business Services and CEE Teams. Prior to joiningthe company, Quintin worked for Civitas International Management Consultants and the Swiss Private Bank Ehinger & Armand von Ernst.

Education:Bachelor of Business Administration, Webster University, Vienna


AUSTRIAQuintin Althann

Associate

Bill Beerworth is an Investment Banker with a background in Corporate Law. He held a number of senior positions before establishing the Sydney based company 20 years ago, including Executive Director of HSBC Bank Australia and Managing Director of HSBC Bank Australia Corporate Finance and Senior Partner of Mallesons Stephen Jaques, one of Australia’s leading law firms, where he specialised in corporate law, particularly in Mergers & Acquisitions and Equity Capital Markets. Bill has been Chairman or a Director of a number of successful listed companies. He is currently Chairman of Contango Capital Partners Limited, a listed funds management holding company.

Education:BA LLB (Sydney), LLM SJD (Virginia), MCOM (NSW), MBA (Macquarie)


AUSTRALIABill Beerworth

Managing Director

FRANCEVéronique Zeid-Maurel

Senior Partner

Véronique Zeid-Maurel is Global M&A Business Services team leader with18 years experience as M&A deal maker specializing incross border transactions. Selection of cross border deals closed: Acquisition by MBO team of POLYMARK (France/UK, sale & installation of laundry equipment); sale of French subsidiary HONEYWELL Sécurité & Télésurveillance to CERBERUS SIEMENS; sale of TEAMWORKS (IT Services, Austria) to ALTRAN; sale of KNIGHTS SERVICES (cleaning services, Ireland) to PENAUILLE POLYSERVICES; sale of ORION ENGINEERING (high added value engineering advisory services, Netherlands) to ALTEN.

Education:Sorbonne Paris IV, Foreign Languages Applied to Economics


APPENDIX: The Global M&A Business Services Team

Benoit Roose has over 20 years of experience advising on international acquisitions and divestitures. Previous experience in Belgium, Germany, France and North Africa in reorganizing commercial and industrial groups, and in launching new ventures.He is a founder of the Brussels based company

Education:Master of Economics, University of Bonn and Cologne, Germany; Post-Graduate in Business Administration, Solvay Brussels School of Economics and Management, Belgium

Email: [email protected] Roose

Managing Partner

Antonio Baptista founded the Porto Alegre based company in 1994.

Prior to that, he was Vice President of one of the leading Brazilian leather and shoe groups for 18 years. He was also a corporate finance and strategic planning consultant for seven years. Antonio has experience in acquisitions, IPO and corporate finance.

Education:Business Administration, Federal University of Rio Grande do Sul

Email: [email protected] Baptista

Principal

Roman Osipov has six years experience in investment consulting. Roman joined the Minsk based company in 2002 as an analyst. He became head of the Financial Advisory department by the end of 2005. He worked closely on the financial advisory of leading private Belarusian companies, advised EBRD and HeidelbergCement AG. In 2006-2007 Roman was a member of the team responsible for M&A advisory of Delta-Bank (Ukraine), GetIn Holding (Poland), and individual investors in their acquisitions of stakes in Belarusian banks and insurance companies.

Education:Master’s degree in International Business, Belarusian State Economic University; CFA candidate


BELARUSRoman Osipov

Director of Investment and Financial Advisory

Márcio Fiuza is one of the founding partners of the São Paulo based firm. From 1997 through 2001, Mr. Fiuza worked for Bear, Stearns & Co. Inc., one of the leading Wall Street investment banks in NewYork where he was a Vice President at the Global Communications group.

Business Services segment experience include the purchase by Bourbon of the 50% it did not already own in Delba MarítimaNavegação,maritime services to the offshore oil sector in Brazil, valuation of Brazilian contact center company ASK!, buy-side target identification in the collection agencies segment as well as sell-side experience in payroll processing BPO segment.

Education:M.Sc. Engineering; MBA Wharton School of the University of Pennsylvania


BRAZIL Márcio Fiuza

Partner


Carlos Taborga Ibargüen has 20 years of experience in top executive positions and 10 years experience in restructuring and turnarounds. He joined the Santiago based firm in January 2007.Previously, he was CEO of Matreq (Caterpillar Dealership) in Bolivia, General Manager of Ferrocarriles Andinos in Bolivia, General Manager of Morgan Impresores in Chile, and former Undersecretary of Finance in Bolivia. He is a Board member of Empresa Electrica Valle Hermoso.

Education:BS and MBA, Babson College, USA


CHILECarlos TaborgaIbargüen

Luis David joined Guatemala based company in 1998. He has several years of experience in the banking and financial sectors in the Central American region. He is currently on the Board of Directors of GE-BAC (Banco de America Central) and Credomatic. He has been responsible for closing several deals in the CentralAmerican Region, Mexico, USA and Europe including leverage buyouts, management buyouts, mergers, acquisitions, debt restructuring, strategic alliances and private equity placements.

Education:Masters Degree in Banking and Finance, Giordano Dell’amoreInstitute in Milan, Italy; B.S. in Business Administration, Universidad Francisco Marroquín, Guatemala


Mr. Lariviere’s work experience includes several years for RBC Royal Bank as corporate credit advisor, as well as institutionalasset management with UBS Global asset management and Landsbankinn Island.

Prior to joining the Montreal based company, Mr. Lariviere founded AJP financial a boutique financing advisory firm which focused on non traditional banking credit solutions for the Canadian mid-market. Mr. Lariviere has been involved in equity & debt financing as well as M&A transactions for his clients.

Education:Bachelor degree, finance major, University of Mount-Allison


CANADAJean-Patrick Larivière

Partner

Before founding the Bogota based firm in 2001, Mr. Vargas was a managing director with ING Barings responsible for the corporateand investment bank in Colombia. Mr. Vargas joined Baring Securities in 1994 as Head of the Andean Pact Region and was subsequently appointed as President and CEO for the merged operations of Barings and ING Colombia on January 1997. Before joining ING Barings, Mr. Vargas acted as founding CEO of Proexport Colombia and previously he was Head of the External Financing and Foreign Reserves Department at the Colombian Central Bank (Banco de la República).

Education:MBA, Columbia University; Economics BA and MS candidate, Universidad de Los Andes, Bogotá, Colombia


COLUMBIABernardo Vargas

Partner

CENTRAL AMERICALuis David

Managing Director


Prior to joining the Denmark based company, Peter Søgaard was a Director at Booz.Allen & Hamilton Corporate Finance, Director at PricewaterhouseCoopers Financial Advisory Services, Area Manager for Industrialisation Fund for Developing Countries and Vice President of BG Bank Investment Bank.

Education:Master of International Economics and Management, Copenhagen Business School; Bachelor of Law, University of Aarhus

Email: [email protected] Søgaard

Managing Partner

Karla Polli is a founding partner of the Tallin based firm. Immediately prior to establishing the company he was member of Danske Bank’s Corporate Finance team and prior to that member of KPMG Estonia Corporate Finance team. With 11 years of experience in corporatefinance, Karla has advised several M&A and capital raising transactions including some of the biggest private deals ever closed in Estonia.

Education: B.A., Corporate Finance and Economics, Tartu University

Email: [email protected] Polli

Partner

Adam Blecha has been working in the field of M&A since 1994. Before founding his own M&A company, he worked for Corporate Value Associates, an English-French strategic consulting company as well as for Credit Lyonnais (now CALyon), in the internal M&A department in Paris.

Education:Adam Blecha graduated from HEC (Hautes Etudes Commerciales) in Paris


CZECH REPUBLICAdam Blecha

Managing Partner

Antti Kemppainen is a Partner at the Helsinki based company. Previously, he worked at Mandatum & Co since 1998, most recently working as an Associate Director from 2000-2003. He has eleven years of experience in investment banking.

Education:M.Sc. Economics; MBA


FINLAND Antti Kemppainen

Partner


Prior to joining the Budapest based firm in 2003, Oliver Martin spent seven years at ABN AMRO Corporate Finance Budapest, assuming various positions including acting head of the Budapest operation. He has been Director of Raba Automotive Group, a stock exchange listed automotive manufacturing company, since April 2003. Mr. Martin has an extensive track record of executing corporate finance advisory mandates, mainly in the field of cross-border M&A, financial restructuring and capital raising transactions.

Education:Masters Degree in Finance, Technische Universitaet Berlin, Germany


HUNGARYOliver Martin

Director

GERMANYChristian Kollmann

Partner

Christian joined the Düsseldorf based firm in 1995. He led domestic and cross border transactions in various industries, in particular business services, automotive, mechanical engineering and food &beverages. Since 2006 he is head of Global M&A‘s sector team Industrials and an active member of Global M&A’s business services team. Selection of transactions: Acquisition of Skyworks (design and rental of professional access equipment (scaffolds, ladders), acquisition of Edutec (eLearning solutions) by Tertia Group. Sale of internet service provider Topnet to Mobilcom.

Education:University of Erlangen-Nuremberg (MBA)


Brynhildur Bergthorsdottir is a partner at the Reykjavik based company. Brynhildur worked in the advertising industry and as a marketing manager for a number of years. After completing her MBA in 1996, she worked for Innovation Center Iceland as a consultant to SME’s and entrepreneurs. She was GM of the Icelandic Quality Association from 2000-2005. Brynhildur has served as board member of various funds, committees and organizations.

Education:BA, Fine Art and Design, Loretto Heights College, USA; MBA, Bradford Management Center, UK; Licensed Stockbroker and Real estate agent


ICELANDBrynhildurBergthorsdottir

Partner

Faisal set up the Middle East based company in 1994 having spentseveral years with Andersen & Co. as the Middle East managing partner for corporate finance. With an extensive network of contacts in the region, Faisal has successfully closed many medium- to large-size transactions for clients in various industry segments, and has particular expertise in the arena of private placements and public offerings.

Education:M.B.A. University of Vermont; M.S., Accounting, University of New Haven; Certifications: CVA, CMEA, CM&AA, ASA, CFC, CPESGULF COUNTRIES

& YEMENFaisal Al Sayrafi

CEO & Managing Director


Saiyam has 5 years of experience in the areas of corporate finance and consulting. At the Indian based company, he reviews sectorssuch as Business Services and Education. He has worked with CrisilLtd. and has lead assignments in the areas of valuations, financial feasibility, entry strategies and market studies.

Education:Graduate in Commerce, Mumbai University; Masters in Management Studies NMIMS, Mumbai

Email: [email protected] Shah

Senior Associate

Patrick joined the Dublin based firm in 2008. Previously, he was a manager with KPMG’s Manufacturing, Retail and Distribution division and has significant knowledge of firms operating withindifferent sectors. Patrick is a member of the Institute of Chartered Accountants.

Education:Masters of Business Studies, University College Dublin


IRELANDPatrick Sheehan

Manager

The Tel Aviv based firm is led by Yair Ephrati. Mr. Ephrati has been involved in numerous Israeli related transactions in the past years including a Leveraged Buyout of an electronic equipment (rugged computers) importer and manufacturer, acquisition of semiconductor trading company, financing of medical device companies, acquisition search for services company in Asia and strategic partnership for a software company in Bulgaria. Previously, Mr. Ephrati was with McKinsey & Co. in London and New York for three years. At McKinsey, he led teams advising Fortune 100 companies on new market development, acquisitions and strategy.

Education:B.A., Economics and Business, Tel Aviv University; M.B.A., University of Michigan


ISRAELYair Ephrati

Managing Director

ITALY

Aldo Bernasconi

Transaction Manager

Aldo has been with the Milan based firm since 2000. Particular expertise in the following sectors: security services (advisor to Italian entrepreneurs, multinationals and international financial investors), lighting, packaging, plumbing and building material distribution. Business Services’ main experience:Advisor to private shareholders of La Vigile San Marco S.p.A. (Italian security service company) for the selling to Sicurglobal S.p.A. Advisor to private shareholders of IVRI Group (Italian security service leader) for the selling to 21 Investimenti (Italian Private Equity Fund –Benetton Group). Advisor to Stirling Square Capital Partners (U.K. Private Equity Fund) for the acquisition of Sicurglobal S.p.A. (Italian security service company).

Education:Degree in Economics, Cattolica University, Milan.


Tamotsu Majima, Director, Advisory Group at the Tokyo and Osaka based group, has been engaged in cross border transactions for more than ten years. Before joining the group in 1998, he worked as securities analyst of Japanese corporations and was also involved in international corporate finance business for ten years at Yamaichi Securities. He is a Chartered Member of the SecuritiesAnalysts Association.

Education:B.A., Tokyo University of Foreign Studies; M.B.A., INSEAD, France

Email: [email protected] Majima

DirectorAdvisory Group

Andrey Golubchikov joined the Riga based firm in 2005 in an Analyst position. Prior to that he worked as an intern in the Latvian state-owned telecommunication operator Lattelekom (2004). At Prudentia, Mr. Golubchikov specializes in M&A, buyout and business restructuring transactions, covering such industries asmanufacturing, wholesale and retail trade, business services, pharmaceuticals and logistics. He was involved in the acquisition of additional share issue of RĪGAS BANKETU SERVISS (contract catering services) by a venture capital fund ZGI FONDS.

Education:B.Sc. degree in Economics and Business Administration, StockholmSchool of Economics in Riga; CFA Level III Candidate, CFA Institute


LATVIAAndrey Golubchikov

Associate

Prior to joining the Mexico based firm in 2002, Mr. Plettner worked for 3 years as manager of Publix, S.A., a graphic design studio, and Star Technologies, S.A., a company active in the design of information systems, businesses he founded in 1996 and 1997, respectively. Previously, Mr. Plettner worked as a trainee in brand management at Procter & Gamble Mexico. During the summer of 2001, Mr. Plettner worked as a consultant at The Boston Consulting Group, where he worked on the merger of two multi-national food companies, and evaluated additional acquisition projects.

Education:BS in Industrial and Systems Engineering, Instituto Tecnológico y de Estudios Superiores de Monterrey (ITESM); MBA, Stanford Graduate School of Business


MEXICOMartin PlettnerRutishauser

Partner

Douwe Tijsma has been a partner at the Rotterdam based firm since 1999. Before joining the company, he was CFO of European Packaging Holding with operations in Holland, Germany, France and Poland. He was engaged in an MBO in 1994. Within EPH, he was responsible for acquisition, divestments, turnaround and financial engineering. The company was successfully sold. Since 1999, he has been involved in a large number of buy outs, sale- and buy processes in the Netherlands and internationally as leading partner and transaction manager.

Email: [email protected] Tijsma

Partner


Mr. Salazar has professional expertise in investment banking, capital markets and finance, with 20 years of experience. Mr. Salazar has been involved in numerous deals with a total value in excess of US$ 2 billion. Mr. Salazar also participated in studies on the development of the Peruvian capital market for the Ministry of Economy and Finance and CONASEV. His previous experience includes the position of General Manager of SudamericanoBrokerage House, Member of Banco Sudamericano’s Assetsand Liabilities Committee, Investment Manager of Macrovalores andInvestment Advisor to MAPFRE Compañía de Seguros.

Education:Economist graduate,Universidad Católica del Perú; Post Graduate Studies in Finance from ESAN


PERUManuel Salazar

Partner

At the Warsau based company, Rafal Nowakowski specializes in deal origination, transaction structuring, corporate finance andinvestment advisory services. Prior to becoming a co-founder and partner of HCA, Rafal was a managing director and partner at Innova Capital, a leading Central European private equity firm. In the Business Services sector, Rafal was involved in several transactions including investments, sell and buy sides of companies dealing with IT outsourcing, IT consulting, facility management,electro-nic data storage, cleaning, security and mass print and mail outsourcing.

Education:MSc in Economics from Poznań Academy of Economics; certificate in Corporate Finance & European Law (ERASMUS); INSEAD alumnus; Securities Representative (SFA) and certified accountant.


POLANDRafal Nowakowski

Managing Partner

Marina Evans joined the Moscow based company in 2006 as the head of the legal department. Later on she became a partner and managed the consulting branch of the company, supporting relations with a large number of Russian and international clients from various industries. Prior to joining Meridian, Mrs. Evans gained extensive legal experience providing services to a number of international and Russian companies in the areas of M&A transaction support, corporate and securities laws.

Education:J.D., Tomsk State University; S.J.D., Moscow Foreign Relations Institute; LL.M., with honors, Northwestern University School of Law


RUSSIAMarina Evans

Partner

Erik Kingsrud Treiborg has several years of experience fromCorporate Finance M&A and cross border transactions. Mr. Treiborg has been involved in a number of transactions withinthe business services area, including IT services, facilitymanagement, and ground handling services. Prior to joining the Norway office Mr. Treiborg worked a number of years in the offshore industry with business and project management within the international oil and gas field development industry.

Education:Ba Finance from the Norwegian School of Management, Oslo; M.Sc. Finance from the University of Strathclyde, Glasgow.NORWAY

Erik Kingsrud Treiborg

Partner


Bosco Salaverri is a Founding Partner of the Madrid based firm. Previously, he was a Founding Partner of Proyectos Panikkar, S.L. and worked in the Corporate Finance Department of Benito & Monjardín.

At the firm, Bosco is responsible for business origination and is the lead advisor to several Spanish companies.

Education:Graduate in Economics and Business Administration, Universidad Comercial de Deusto (Bilbao)


SPAINBosco Salaverri

Founding Partner

Prior to joining the Stockholm based firm, Anders Jonsson held several positions both in the IT industry and as a consultant toPrivate Equity funds. Anders was the owner and CEO of Oscar Dellert AB, a distributor of IT products, Executive Director Strategic Marketing at ISA International, and CEO of Lap Power Holding. Anders has also been a board member of Information Highway, and is the current Chairman of Academic Work (Recruitment).


SWEDENAnders Jonsson

Partner

Gerhard Willi has 10 years of experience in M&A, succession planning, banking, corporate finance transactions as well as complex restructuring cases. In 2007 his team completed the sale of JobOne, one of the leading Swiss staffing companies, to Randstad, the sale of Jobs.ch the leading Swiss job portal, the sale of ULD management services of Swissport "Unit Pool Ltd" and the sale of Special Security Services operations to Cargologic. Prior business services experience includes the sale of Serimo (FM company) to Bilfinger Berger, the sale of a leading call center to Cyberline AG, and various due diligence support, valuation, turnaround and business plan support for companies in the business services industry.

Education:CFA, BA in International Business


SWITZERLANDGerhard Willi

Partner

In 1995, Esin began her career in equity research and worked forvarious brokerage houses including Finans Yatırım and Caspian Securities. Since 1999, after joining Raymond James Securities as a Director, Esin has concentrated on corporate finance. At the Istanbul based firm she is responsible for business development,origination and execution of corporate finance deals.

Education:Industrial Engineering degree, Middle East Technical University,Ankara; M.B.A. IAL Consortium of International Business Studies,Italy and Clemson University, U.S.A.


TURKEYEsin Özçelik Ünsal

Director

APPENDIX: The Business Services Team

After graduating in PPE from Oxford University, John qualified as a barrister in 1984. He joined Hill Samuel Merchant Bank and became Head of Corporate Finance and a member of the Bank Executive Committee. The team moved to Close Brothers and John became Chief Executive of the enlarged corporate finance group and founded its international business. He was also an ExecutiveDirector of Close Brothers Group. He joined the London based firm in 2002 and since 2003 has led the development of Noble into a growth market investment bank.

Education:PPE from Oxford University


UKJohn Llewellyn-Lloyd

CEO Investment Banking

Randall Miles joined the Seattle based firm as a Managing Director in 2009. Randall has over twenty-five years of extensive M&A and executive level experience working with both investment banks and financial technology companies. Prior to joining the firm, Randall was a managing partner with SCM Capital Group, a private M&A advisory and strategic consulting group focused on financial services, software and technology companies. Most recently, Randall served as CEO of Syngence Corporation and acting CEO of Officespace.com. Prior to that, Randall served as chairman and CEO of LionMTS, a publicly traded financial software and services company where he directed the strategic expansion of the company.

Education:BBA in Finance, University of Washington


USARandall Miles

Managing Director

Effram Kaplan f Business Services sector team lead at the Cleveland and Chicago based firm ocuses on mergers and acquisitions, private placements and financial restructuring with primary industry experience in metals and mining as well as experience in diversified manufacturing and distribution. Beforejoining the Cleveland and Chicago based firm, Effram was a summer associate at McDonald Investments’ Investment Banking group and, prior to, a Manager in Arthur Andersen’s management consulting practice;

EducationB.S., Miami University; M.B.A, The University of Chicago Graduate School of Business


USAEffram E. Kaplan

Director & Principal

Mr. Klymenko has over 10 years experience in investment businessand consulting. He has worked in private equity funds (Balkan Accession Fund and Euroventures Ukraine) and has been responsible for full investment cycle from origination of deals to exit. He has been involved in valuation, negotiations, structuring andexecution of investment deals, as well as management of portfolio investments in various industry sectors.He managed consulting firm providing services to leading Ukrainian companies and institutional investors.

Email: [email protected] Klymenko

Investment Banking Director

Business Services Insider May 2011

Documents

Transcript of Business Services Insider May 2011