HW&Co. Industry Reader Template...Global business and government spending on technology will grow...

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Harris Williams & Co. Ltd is a private limited company incorporated under English law having its registered office at 5th Floor, 6 St. Andrew Street, London EC4A 3AE, UK, registered with the Registrar of Companies for England and Wales under company number 7078852. Directors: Mr. Ned Valentine, Mr. Paul Poggi, Mr. Thierry Monjauze and Mr. Aadil Khan, authorised and regulated by the Financial Conduct Authority Harris Williams & Co. Ltd Niederlassung Frankfurt (German branch) is registered in the Commercial Register (Handelsregister) of the Local Court (Amtsgericht) of Frankfurt am Main, Germany, under registration number HRB 96687, having its business address at Bockenheimer Landstrasse 33-35, 60325 Frankfurt am Main, Germany. Permanent Representative (Ständiger Vertreter) of the Branch Niederlassung: Mr. Jeffery H. Perkins. www.harriswilliams.de EUROPEAN UPDATE INDUSTRY UPDATE │ WINTER 2016

Transcript of HW&Co. Industry Reader Template...Global business and government spending on technology will grow...

Page 1: HW&Co. Industry Reader Template...Global business and government spending on technology will grow 4.5% in 2016 and 4.7% in 2017, reaching $2.9tn in 2016 Worldwide spending on the IoT

Harris Williams & Co. Ltd is a private limited company incorporated under English law having its registered office at 5th Floor, 6 St. Andrew Street, London EC4A 3AE, UK, registered withthe Registrar of Companies for England and Wales under company number 7078852. Directors: Mr. Ned Valentine, Mr. Paul Poggi, Mr. Thierry Monjauze and Mr. Aadil Khan, authorisedand regulated by the Financial Conduct Authority

Harris Williams & Co. Ltd Niederlassung Frankfurt (German branch) is registered in the Commercial Register (Handelsregister) of the Local Court (Amtsgericht) of Frankfurt am Main,Germany, under registration number HRB 96687, having its business address at Bockenheimer Landstrasse 33-35, 60325 Frankfurt am Main, Germany. Permanent Representative(Ständiger Vertreter) of the Branch Niederlassung: Mr. Jeffery H. Perkins.

www.harriswilliams.de

EUROPEAN UPDATE

INDUSTRY UPDATE │ WINTER 2016

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www.harriswilliams.de

0

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2014 2015

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ns

ADG

Energy, Power & Infrastructure

Transportation & Logistics

Healthcare

Business Services

Industrials

Consumer

TMT

HARRIS WILLIAMS & CO.

1

CONTENTS

QUARTERLY QUICK READ

EUROPEAN ECONOMIC CLIMATE

EUROPEAN M&A ENVIRONMENT

EUROPEAN INBOUND M&A ENVIRONMENT

AEROSPACE, DEFENCE & GOVERNMENT SERVICES

BUSINESS SERVICES

CONSUMER

ENERGY, POWER & INFRASTRUCTURE

HEALTHCARE & LIFE SCIENCES

INDUSTRIALS

TECHNOLOGY, MEDIA & TELECOM

TRANSPORTATION & LOGISTICS

FEATURED THEME

EUROPEAN UPDATE

INDUSTRY UPDATE │ WINTER 2016

Source: S&P Capital IQ1. Includes closed M&A transactions of majority stakes only, where deal value was undisclosed or between €25m –€650m, within the United Kingdom, Eire, France, DACH (Germany, Austria, Switzerland), Spain, Italy, Benelux (Belgium, the Netherlands, Luxembourg) and Scandinavia (Denmark, Norway, Sweden and Finland)

FEATURED THEME – REVIEW OF 2015 EUROPEAN MIDDLE MARKET M&A1

With 4,351 deals, European middle market M&A grew 8% by volume in 2015, in line with 9%growth seen globally

HW&Co. saw another strong year in 2015 across the globe, representing clientsheadquartered in numerous countries, including Belgium, Canada, France, Italy, Japan, TheNetherlands, UK and US

CONTACTS

Thierry MonjauzeManaging Director63 Brook StreetLondon W1K 4HSUnited KingdomPhone: +44 20 7518 [email protected]

Ed ArkusManaging Director63 Brook StreetLondon W1K 4HSUnited KingdomPhone: +44 20 7518 [email protected]

Jeffery PerkinsManaging DirectorBockenheimer Landstr. 33-3560325 FrankfurtGermanyPhone: +49 69 3550638 [email protected]

LONDON OFFICE63 Brook StreetLondon W1K 4HSUnited KingdomPhone: +44 20 7518 8900

FRANKFURT OFFICEBockenheimer Landstr. 33-3560325 FrankfurtGermanyPhone: +49 69 3650638 00

4,351 deals4,027 deals

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QUARTERLY QUICK READ

2

EUROPEAN UPDATE

INDUSTRY UPDATE │ WINTER 2016

EUROPEAN

EQUITY

MARKET8

TMT6CONSUMER INDUSTRIALS5 T&L7ADG4 BUSINESS

SERVICES

HEALTHCARE &

LIFE SCIENCES

Energy, Power

& Infrastructure

Sources: Eurostat, Bloomberg, Markit Economics, S&P Capital IQ

Source: S&P Capital IQ

For the purposes of this Quarterly Update, Europe is defined as: United Kingdom, Eire, France, DACH (Germany, Austria,

Switzerland), Spain, Italy, Benelux (Belgium, The Netherlands, Luxembourg) and Scandinavia (Denmark, Norway, Sweden and

Finland); Evolution calculation based on the quarter finishing 31 December, 2015; 1. For the countries based in the EU28; 2.

Year-on-year GDP growth for Q3 2015; 3. PMI, CCI and CPI quarterly growth shown for September 2015 to December 2015; 4.

Aerospace, Defence & Government Services; 5. Also includes Building Products and Paper & Packaging; 6. Telecom, Media &

Technology; 7. Transportation & Logistics; Also includes Speciality Distribution; 8. For all listed companies based in the countries

mentioned above and with a market cap greater than €50m; 9. Change from Q3 2015 to Q4 2015

M&A

ENVIRONMENT

European middle market M&A activity decreased by 6.4% in Q4-15, compared to Q3-15, while transaction volumes grew by 21.7% Y-o-Y

International inbound M&A volume into Europe decreased by 16.3% Y-o-Y with 134 closed transactions

CONSUMER

ADG

ENERGY, POWER &

INFRASTRUCTURE

BUSINESS

SERVICES

TRANSPORT &

LOGISTICS

The Euro Area’s CPI stayed flat, moving from 118.17 in Q3-15 to 118.14 in Q4-15, and the Euro Area inflation rate increased to 0.2% in Dec-15, driven by restaurant, café, tobacco and vegetable costs increases

UK retail sales volumes posted disappointing results over the holiday period, with Dec-15 increasing by 1.0% on Nov-15 and by 0.9% on Dec-14

2015 was a strong year for Airbus and Boeing as they exceeded their delivery targets. Boeing delivered a record 762 aircraft while Airbus achieved a new record of 635 aircraft

Rolls-Royce has undergone a major restructuring to create a single Civil Aerospace division, as well as overhauling its aftermarket operations by restructuring its engine MRO network

The European oil & gas and energy M&A markets showed significantly decreased activity and was dominated by small intra-European transactions, as a result of the tumbling oil price

Petroleum Equity and Rohöl-Aufsuchungs agreed to partner to form a new E&P investment company, RAG Deutschland GmbH, which will focus on investments in the onshore European oil & gas market

PMI in the Euro area reach a four-and-a-half year high in Q4-15. The Markit Services Business Activity Index reached 54.2 in December, above the 50.0 neutral mark for the 29th straight month

Output growth in Germany and Italy were at 17 and 69 month highs in Q4-15, with the Markit All-Sector Output PMI reaching 55.5 and 56.0, respectively

Amazon threatens delivery businesses with a potential entry into the market. Market specialists anticipate Amazon launching a parcel delivery service soon

The marine container cargo industry faces market consolidation from large mergers among the global top 20 carriers, with insiders believing an industry consolidation is long overdue

HEALTHCARE &

LIFE SCIENCES

Pfizer announced plans to acquire Botox maker, Allergan, for $160bn, creating the world’s largest drug-maker, in a deal that has been attracting significant political controversy

The global home healthcare market is expected to grow from c.$190bn to c.$300bn between 2014 and 2020, a c.8% CAGR

INDUSTRIALS

US industrial production dropped for the third straight month in December as utilities reduced output amid unusually warm weather and falling oil prices

GE plans to sell its appliance business to China's Haier Group for $5.4bn, another step in its push to sell its non-core assets and project itself as a technology company

TMT Global business and government spending on technology will grow 4.5% in 2016 and 4.7% in 2017, reaching

$2.9tn in 2016

Worldwide spending on the IoT will increase at a 17% CAGR from $698.6bn in 2015 to nearly $1.3tn in 2019

(0.3%)(11.4%)

EUROPEAN M&A

DEAL VOLUME

ACTIVITY9

INBOUND

M&A DEAL VOLUME

TO EUROPE9

(29.0%) 2.9%(4.8%) (23.0%)

(8.5%)

33.3% (13.4%)

100.0% (33.3%)(75.0%)

EUROPEAN

ECONOMIC

ENVIRONMENT1

GDP2 MANUFACTURING

CONFIDENCE3

CONSUMER

CONFIDENCE3 CONSUMER PRICES3

+1.3pts+1.8% +0.8% 0.0%

(6.7%) (26.9%) (35.0%)(5.9%)

Last Quarter (0.8%) (4.4%) (3.7%) (5.3%) (0.4%) 0.9% (1.8%) (2.8%)

Last Year 0.4% 1.5% 9.0% 2.1% (35.2%) 13.3% 10.5% 6.7%

Last 3 Years 34.9% 31.2% 35.9% 35.9% (37.3%) 0.9% 49.4% 51.8%

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EUROPEAN ECONOMIC CLIMATE

EUROPEAN UPDATE

INDUSTRY UPDATE │ WINTER 2016

3

QUARTERLY REAL GDP GROWTH (% Y-O-Y FOR EU-28)1

EUROPEAN MANUFACTURING CONFIDENCE EUROPEAN CONSUMER CONFIDENCE

3 4

GDP rose by 0.3% in the Eurozone and by 0.4% in the EU28 during the third quarter. On a Y-o-Y basis, GDP rose by 1.6% and 1.9% inthe Eurozone and the EU28 respectively

Euro area’s monthly inflation rate is expected to be 0.2% in December 2015, stable compared to November 2015

The euro seasonally-adjusted unemployment rate was 10.5% in November 2015, down from 10.6% in October 2015. This is thelowest rate recorded in the euro area since October 2011. The EU28 unemployment rate was 9.1% in November 2015, down from9.2% in October 2015, which is the lowest rate recorded in the EU28 since July 2009

Business activity in the Eurozone is keeping its positive trend with a PMI reading of 53.2 in December 2015 up from 52.8 inNovember 2015

Industrial Production in the euro area rose by 1.1% in November 2015 compared to the same month in the previous year

The retail sales index increased by 1.4% in the euro area and by 2.6 % in the EU28 in November 2015 on a Y-o-Y basis

The long-term interest rate in the euro area has decreased over the last few months and was at 1.2% in December 2015. The long-term interest rate in the EU28 was 1.4% for the same month, down from 1.8% in June 2015

In November 2015, compared with October 2015, seasonally adjusted production in the construction sector grew by 0.8% in theeuro area and by 0.7% in the EU28. Compared to November 2014, production in construction grew by 2.1% in the euro area androse by 1.9% in the EU28

The Business Climate Indicator (BCI) for the euro area increased by 0.05 points to +0.41 in December 2015. Managers' appraisal oftotal and export order books, as well as their production expectations improved. Past production, by contrast, was assessedslightly more negatively, while views on the current stock of finished products remained broadly unchanged

The Euro Growth Indicator expects a growth rate of 0.7% in the euro area for the fourth quarter of 2015. The first estimate for thefirst quarter growth in 2016 is slightly lower at 0.5%

2

Sources: Eurostat, Euroframe, S&P Capital IQ1. Historic figures are for the Eurozone and forecast figures are for the European Union; 2. Change in PMI between January and February 2015 was 0; 3. Purchasing Managers’ Index – Figure above 50 indicates economic growth, and below 50 indicates decline; 4. European Commission Consumer Confidence Index Eurozone; 5. Consumer Price Index

5

(2%)

0%

2%

4%

Q2-10 Q4-10 Q2-11 Q4-11 Q2-12 Q4-12 Q2-13 Q4-13 Q2-14 Q4-14 Q2-15 Q4-15E Q2-16E Q4-16E Q2-17E

40

45

50

55

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(10%)

(5%)

0%

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10%

Dec-14 Mar-15 Jun-15 Sep-15 Dec-15

PM

I In

de

x V

alu

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Ch

an

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I (M

-o-M

)

Change (M-o-M %) Eurozone PMI

(20%)

(15%)

(10%)

(5%)

0%

5%

10%

(40)

(30)

(20)

(10)

0

10

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Dec-11 Dec-12 Dec-13 Dec-14 Dec-15

Co

nsu

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r Pri

ce

In

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x (

%)

Co

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me

r C

on

fid

en

ce

In

dic

ato

r

CCI CPI Y-o-Y %

% Y-o-Y Growth

Q2 15A Q2 16E

UK 2.4% 2.6%

Germany 1.6% 2.2%

France 1.1% 1.4%

Italy 0.6% 0.9%

Netherlands 1.8% 1.4%

Spain 3.2% 2.8%

Sweden 3.8% 2.0%

Key Countries

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EUROPEAN M&A ENVIRONMENT

EUROPEAN UPDATE

INDUSTRY UPDATE │ WINTER 2016

4

37% 35%

17%18%

14% 17%

10%10%

8%9%

8%6%

5% 5%

0.0%

20.0%

40.0%

60.0%

80.0%

100.0%

Q3-15 Q4-15

Italy

Benelux

Spain

Scandinavia

France

DACH

UK & Eire

3

4

5

European middle market M&A activity decreased by 6.4% in Q4 2015, compared to Q3 2015, while overall transaction volumesgrew by 21.7% Y-o-Y

TMT and Consumer continue to be the two most active sectors, accounting for approximately 32.1% and 24.9% of total dealvolume, respectively

Strategic investors continued to be active and represented 88% of acquirers during Q4 2015

MARKET OBSERVATIONS

MIDDLE MARKET M&A ACTIVITY – BY SECTOR

Note: Includes closed M&A transactions of majority stakes only, where deal value was undisclosed or between €25m – €650m, within United Kingdom, Eire, France, DACH

(Germany, Austria, Switzerland), Spain, Italy, Benelux (Belgium, the Netherlands, Luxembourg) and Scandinavia (Denmark, Norway, Sweden and Finland)

BUYER SEGMENTATION Q4 20151 TRANSACTIONS BY TARGET COUNTRY2

0

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600

900

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1,500

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Energy, Power & Infrastructure

Transportation & Logistics

Healthcare

Business Services

Consumer

TMT

Industrials

88%

12%

Strategic Financial

Q4 15 SECTOR

BREAKDOWN

100.0%Total

0.7%

2.0%

4.3%

9.5%

24.9%

12.0%

32.1%

14.6%

CHANGE OF Q4 15 OVER

Q3 15

(6.4%)

33.3%

(29.0%)

(23.0%)

2.9%

(4.8%)

(0.3%)

(11.4%)

(13.4%)

Source: S&P Capital IQ1. Strategic buyers may include portfolio companies of private equity groups; 2. By volume; 3. Benelux defined as Belgium, the Netherlands and Luxembourg; 4. Scandinavia defined as Denmark, Norway, Sweden and Finland; 5. DACH defined as Germany, Austria, Switzerland

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EUROPEAN INBOUND M&A ENVIRONMENT

EUROPEAN UPDATE

INDUSTRY UPDATE │ WINTER 2016

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Source: S&P Capital IQ1. Includes closed M&A transactions of majority stakes only, where deal value was undisclosed or between €25m – €650m, within United Kingdom, Eire, France, DACH (Germany, Austria, Switzerland), Spain, Italy, Benelux (Belgium, the Netherlands, Luxembourg) and Scandinavia (Denmark, Norway, Sweden and Finland); 2. International buyer defined as from outside Europe; 3. By volume

International inbound M&A volume into Europe decreased by 16.3% Y-o-Y with 134 closed transactions

The ADG, TMT and Healthcare sectors attracted the highest relative level of international inbound M&A investment, withinternational acquirers accounting for 25%, 18% and 15% of completed transactions in the quarter, respectively

The Energy, Power & Infrastructure sector recorded the greatest Q-o-Q decreases in inbound M&A volume, with only 5% ofacquisitions by non-European acquirers down from 13% in Q3 15

North American groups accounted for 78% of transactions completed with non-European buyers, up from 74% in Q3 15, closing105 transactions in the quarter. Asian groups, excluding China and India, were the second most active buyers, closing 12transactions in the quarter

MARKET OBSERVATIONS

ACQUISITIONS BY NON-EUROPEAN BUYERS1,2

NON-EUROPEAN BUYERS AS A PERCENTAGE OF SECTOR DEAL VOLUME1,2,3

0

2,000

4,000

6,000

8,000

10,000

0

50

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Q4-13 Q1-14 Q2-14 Q3-14 Q4-14 Q1-15 Q2-15 Q3-15 Q4-15

De

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Inte rna tional Activit y by Number Inte rna tional Activit y by Value

North America78%

South America3%

China4%

India1%

Asia (excl. China & India)9%

Africa & Middle East4%

NON-EUROPEAN BUYERS BY COUNTRY Q4 151,2

% of Total Deal Volume Q1-14 Q2-14 Q3-14 Q4-14 Q1-15 Q2-15 Q3-15 Q4-15

ADG 60% 33% 73% 20% 38% 20% 17% 25%

Business Services 11% 10% 9% 14% 18% 9% 10% 11%

Consumer 5% 7% 9% 13% 9% 14% 9% 7%

Industrials 10% 12% 16% 12% 7% 13% 11% 8%

Energy, Power & Infrastructure 31% 19% 17% 33% 12% 14% 13% 5%

Healthcare 23% 13% 22% 22% 22% 22% 17% 15%

TMT 19% 23% 23% 21% 23% 21% 20% 18%

Transportation & Logistics 20% 9% 9% 2% 13% 9% 10% 9%

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North America Asia (excl. China & Ind ia) China

India South America Africa & Middle East

AEROSPACE, DEFENCE & GOVERNMENT SERVICES

EUROPEAN UPDATE

INDUSTRY UPDATE │ WINTER 2016

6

EUROPEAN ADG EQUITY MARKETS1

Sources: S&P Capital IQ, Aviation Week, AIN Online, Flightglobal, Financial Times, Company websites1. Based on HW&Co. indices including the most relevant Aerospace, Defence, & Government Services companies for each country; 2. Includes transactions with a deal value between €25m and €650m and all non disclosed value deals with target based in the UK, Eire, France, DACH (Germany, Austria, Switzerland), Spain, Italy, Benelux (Belgium, The Netherlands, Luxembourg) and Scandinavia (Denmark, Norway, Sweden and Finland)

EUROPEAN ADG MIDDLE MARKET M&A ACTIVITY

Boeing delivered a record 762 commercial airplanes in 2015, exceeding its target of 755 to 760 and the previous year’s number by39. The company also reached its targeted 1:1 book-to-bill ratio with net orders for 768 airplanes valued at $112.4 billion

Airbus also exceeded its targets for 2015, achieving a new record of 635 aircraft deliveries for 85 customers, of which 10 are new.Airbus also achieved 1,036 net orders from 53 customers, comprising 897 single-aisle aircraft and 139 widebodies

Rolls-Royce has overhauled its aftermarket operations by restructuring its engine MRO network, establishing a global customer-service center (CSC) chain and enhancing support services

In a move to simplify the organisation, Rolls-Royce merged Civil Large Engines (CLE) and its Civil Small and Medium Engines (CSME)businesses into a single Civil Aerospace division, which will be led by current CLE President Eric Schulz. Current President ofAerospace, Tony Wood, will leave in 2016 after assisting the transition to the new structure

In December 2015, Airbus Group sold its commercial satellite communications services activities to Apax Partners

In November 2015, Lockheed Martin, the security aerospace company, announced that it had completed its $9 billion acquisitionof Sikorsky Aircraft, the manufacturer of commercial and military helicopters; a purchase the US defense contractor announced inJuly

MARKET OBSERVATIONS

M&A DEALS BY COUNTRY OF TARGET2 ACQUISITIONS BY NON-EUROPEAN BUYERS2

SELECTED MIDDLE MARKET EUROPEAN ADG M&A

UK and Eire France DACH Spain Italy Benelux Scandinavia

Price Change since last quarter (0.9%) 9.4% 19.6% NA 15.3% 12.9% 18.6%

Cash on Balance Sheet (€ bn) 5.2 4.8 0.3 NA 0.4 7.0 0.1

Net Debt / LTM EBITDA Multiple 1.3x 1.9x 2.6x NA NM NM NM

LTM EBITDA Multiple 11.4x 14.8x 12.2x NA 7.4x 11.1x 17.8x

Change since last quarter 0.7x 2.5x 1.9x NA 0.3x 0.7x 3.8x

LTM EBITDA Margin 12.1% 10.5% 6.9% NA 10.6% 7.6% 13.3%

Consensus 2Yr Fwd Revenue Growth (p.a.) 6.1% 7.7% 7.4% NA (5.9%) 4.8% 8.8%

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UK & Eire Scandinavia DACH France Benelux Spain Italy

Target Country Acquirer Country Sub Sector EV (€m)

GRW Group Kaman Aerospace Bearings 139

Aero Stanrew TT Electronics Aerospace Components 42

AIM Av iation AVIC Aircraft Interior NA

Airbase Interiors Aero Technics Aerospace Components NA

Coptersafety Sentica Partners Helicopter Training NA

MB Aerospace Blackstone Aerospace Components NA

Tech S.A.T. NEXEYA Av ionics Systems NA

Thommen and Simteq Sistema Aerospace Components NA

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BUSINESS SERVICES

7

EUROPEAN BUSINESS SERVICES EQUITY MARKETS1

EUROPEAN UPDATE

INDUSTRY UPDATE │ WINTER 2016

M&A DEALS BY COUNTRY OF TARGET2 ACQUISITIONS BY NON-EUROPEAN BUYERS2

SELECTED MIDDLE MARKET EUROPEAN BUSINESS SERVICES M&A

MARKET OBSERVATIONS

Sources: S&P Capital IQ, Markit Economics1. Based on HW&Co. indices including the most relevant Business Services companies for each country; 2. Includes transactions with a deal value between €25m and €650m and all non disclosed value deals with target based in the UK, Eire, France, DACH (Germany, Austria, Switzerland), Spain, Italy, Benelux (Belgium, The Netherlands, Luxembourg) and Scandinavia (Denmark, Norway, Sweden and Finland); 3. Resignation or appointment of CEO, CFO or Chairman

EUROPEAN BUSINESS SERVICES MIDDLE MARKET M&A ACTIVITY

0

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15

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India Asia (excl. China & India) Africa & Middle East

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UK & Eire Scandinavia DACH France Benelux Spain Italy

The Eurozone Services Business Activity Index posted 54.2 in Q4-15, which marked a four-and-a-half year high, significantly abovethe neutral 50.0 mark. Output expanded in Germany, Italy, Spain and Ireland. Underlying the latest increase in eurozone servicesector activity were rising inflows of new work and improving business optimism

“The eurozone economy starts 2016 on a solid footing and well placed to enjoy a year of robust expansion.“ (Chris Williamson,Chief Economist at Markit)

Innovation Group, a provider of business process services and software solutions to the insurance, fleet, automotive, and propertyindustries, has been acquired by Carlyle for £0.4 per share, valuing the business at £499m

Management moves3: Edenred, Interquest Group, ISS, Pro Global Insurance Solutions, Renaissancere Syndicate Management, andRenoNorden

UK and Eire France DACH Spain Italy Benelux Scandinavia

Price Change since last quarter 1.5% 7.9% 7.0% NM (7.3%) 8.4% 18.4%

Cash on Balance Sheet (€ bn) 5.1 6.6 3.9 0.3 0.0 1.5 NM

Net Debt / LTM EBITDA Multiple 1.5x 2.0x 1.1x 6.1x 2.6x 1.9x 2.0x

LTM EBITDA Multiple 9.9x 7.4x 10.1x NM 14.3x 11.5x 11.9x

Change since last quarter (0.6x) (0.3x) 1.4x NM 2.9x 0.5x 1.8x

LTM EBITDA Margin 9.6% 9.2% 7.9% 7.1% 3.6% 5.2% 7.9%

Consensus 2Yr Fwd Revenue Growth (p.a.) 4.9% 5.3% 3.3% 0.6% 2.7% 3.4% 7.6%

Target Country Acquirer Country Sub Sector EV (€m)

Innov ation Group Carlyle Group Consulting Serv ices 584

Hay Group Inv estment Holding Korn/Ferry International Consulting Serv ices 419

JK Group Dov er Engineered Systems Office Serv ices and Supplies 370

Multiconsult Stenshagen Inv est Consulting Serv ices 268

HIS Sabre Corporation Reserv ation Serv ices 141

Career Partner Apollo Global Education Serv ices 107

Management Consulting Group France Solucom Consulting Serv ices 79

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CONSUMER

8

EUROPEAN UPDATE

INDUSTRY UPDATE │ WINTER 2016

EUROPEAN CONSUMER EQUITY MARKETS1

M&A DEALS BY COUNTRY OF TARGET2

EUROPEAN CONSUMER MIDDLE MARKET M&A ACTIVITY

ACQUISITIONS BY NON-EUROPEAN BUYERS2

MARKET OBSERVATIONS

SELECTED MIDDLE MARKET EUROPEAN CONSUMER M&A DEALS

The Euro Area’s Consumer Price Index decreased from 118.17 in Q3 2015 to 118.14 in Q4 2015, and the Euro Area annual inflationrate increased to 0.2% in December 2015, driven by increases in restaurant, café and tobacco prices, partly offset by falling fuel andgas prices

U.K. retail sales volumes posted disappointing results over the holiday period, with December 2015 increasing by only 1.0%compared with November 2015 and by only 0.9% in Q4 2015 compared with Q4 2014

Europe was the largest contributor to M&A activity in the consumer segment last year, surpassing the US, which has been historicallydominant in the sector post-2008. Europe registered 903 deals totaling $200bn, representing a 38.7% global share in 2015

Buyout firm Catterton has agreed to join forces with luxury goods company LVMH and investment firm Groupe Arnault in thecreation of L Catterton, a consumer-focused private equity firm that expects to grow its assets under management to more than$14 billion following the close of the transaction

Cargill, the agriculture and industrial products provider, completed its acquisition of Norwegian-based EWOS Group, a leadingsupplier of feed for salmon and trout farms, for €1.4 billion

Management moves3: Adidas, Connect Group, Electrolux, Henkel, Ladbrokes, Marks & Spencer and Sodexo

Sources: S&P Capital IQ, European Commission, Reuters, Company press releases1. Based on HW&Co. indices including the most relevant Consumer companies for each country; 2. Includes transactions with a deal value between €25m and €650m and all non disclosed value deals with target based in the UK, Eire, France, DACH (Germany, Austria, Switzerland), Spain, Italy, Benelux (Belgium, The Netherlands, Luxembourg) and Scandinavia (Denmark, Norway, Sweden and Finland); 3. Resignation or appointment of CEO or CFO for companies with market capitalisation over €10bn

UK and Eire France DACH Spain Italy Benelux Scandinavia

Price Change since last quarter 4.9% 1.0% 7.5% 2.0% 0.6% 8.9% 8.0%

Cash on Balance Sheet (€ bn) 27.9 37.0 25.8 5.5 5.4 NM NM

Net Debt / LTM EBITDA Multiple 1.7x 2.7x 1.3x 2.4x 1.8x 1.3x 1.4x

LTM EBITDA Multiple 11.1x 9.0x 9.7x 13.1x 10.2x 9.2x 12.0x

Change since last quarter 0.9x (0.1x) 0.8x 0.3x (0.0x) 0.5x 1.3x

LTM EBITDA Margin 12.9% 9.3% 9.1% 14.7% 11.4% 13.5% 10.3%

Consensus 2Yr Fwd Revenue Growth (p.a.) 3.9% 4.7% 3.6% 8.4% 5.8% 5.6% 5.3%

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Target Country Acquirer Country Sub Sector EV (€m)

Office Holdings Shoo 615 (Truworths International) Apparel Retail 365

YO! Sushi Group Mayfair Equity Partners Restaurants 115

Ludendo Enterprises C. Banner International Specialty Retail 115

Caprabo Blue Box Meridia Capital Food Retail 97

Urban Fresh Foods Lotus Bakeries Packaged Foods and Meats 96

STC GreenFood Nordic Capital Food Distribution N/A

TOP-TOY EQT Partners Specialty Stores N/A

Solina Group Ardian Packaged Foods and Meats N/A

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India South America Africa & Middle East

ENERGY, POWER & INFRASTRUCTURE

In Q4 2015, the European oil & gas and energy M&A market showed decreased activity and was dominated by small Intra-European transactions. The market is suffering from decreased demand for exploration equipment and services as consequenceof the tumbling oil price. In the USA, exploration investments decreased by 50% to $90bn in 2015, compared to 2014

Petroleum Equity, the alternative investment firm focused on the upstream oil and gas industry, and Rohöl-Aufsuchungs AG arepartnering to form a new E&P investment company, RAG Deutschland (“RDG”). RDG will pursue investment opportunities in theonshore European oil & gas market, with a focus on Germany. RDG aims to invest €300m in equity in the next years

The European Commission will undertake a first “technical assessment mission” in February to explore energy ties with Iranfollowing the lifting of international sanctions. The Commission is keen to develop Iranian supplies as an alternative to Russia

GE is planning to cut 6,500 jobs in Europe in the next two years in the energy units it acquired from Alstom last November

Management moves4: John Wood Group, Electromagnetic Geoservices, SOCO International, HydroDec Group, Ensco, VardHoldings, Iofina, Norwegian Energy Company

9

EUROPEAN

WINTER UPDATE │ WINTER 2016

1. Based on HW&Co. indices including the most relevant Energy, Power & Infrastructure companies for each country 2. Includestransactions with a deal value between €25m and €800m and all non disclosed value deals with target based in the UK, Eire,France, DACH (Germany, Austria, Switzerland), Spain, Italy, Benelux (Belgium, The Netherlands, Luxembourg) and Scandinavia(Denmark, Norway, Sweden and Finland); 3. Includes acquisitions of majority stakes only (excl. Welltec) 4. Resignation orappointment of CEO or CFO

MARKET OBSERVATIONS

SELECTED MIDDLE MARKET EUROPEAN ENERGY, POWER & INFRASTRUCTURE M&A3

-

Target Country Acquirer Country Sub Sector EV (€m)

Welltec (26% stake) 7-Industries Oilfield Technology 772

Marimatech Trelleborg Offshore Technology NA

Corialis Engineers Akka Technologies Oilfield Serv ices NA

Tele-Rilev amento Europa - T.R.E. Collecte Localisation Satellites Energy Infrastructure Serv ices NA

British Engineering Serv ices Inflexion Priv ate Equity Partners Energy Infrastructure Serv ices NA

Genoyer Naxicap Partners Energy Infrastr. Equipment NA

Flowell Oil Tools and UMS Unique 13i Capital Corporation Oilfield Technology NA

Lapp Insulators PFISTERER Holding Transmission Equipment NA

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UK and Eire France DACH Spain Italy Benelux Scandinavia

Price Change since last quarter (16.5%) 1.1% 2.2% 4.0% 2.1% 3.2% (1.7%)

Cash on Balance Sheet (€ bn) 44.8 42.6 9.1 8.2 18.3 33.1 15.1

Net Debt / LTM EBITDA Multiple 2.2x 2.6x 2.7x 3.6x 2.9x 4.5x 4.1x

LTM EBITDA Multiple 7.4x 5.7x 7.4x 10.2x 7.4x 9.5x 7.6x

Change since last quarter 0.1x 0.3x 0.6x (1.1x) (0.0x) (0.9x) 0.5x

LTM EBITDA Margin 18.5% 14.2% 10.2% 15.3% 14.2% 29.9% 25.5%

Consensus 2Yr Fwd Revenue Growth (p.a.) (5.1%) 0.2% (2.7%) 5.5% (2.1%) (11.5%) (8.5%)

EUROPEAN ENERGY, POWER & INFRASTRUCTURE EQUITY MARKETS1

M&A DEALS BY COUNTRY OF TARGET2

EUROPEAN ENERGY, POWER & INFRASTRUCTURE MIDDLE MARKET M&A ACTIVITY

ACQUISITIONS BY NON-EUROPEAN BUYERS2

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EUROPEAN UPDATE

INDUSTRY UPDATE │ WINTER 2016

HEALTHCARE & LIFE SCIENCES

EUROPEAN HEALTHCARE & LIFE SCIENCES EQUITY MARKETS1

Sources: S&P Capital IQ, MergerMarket, Financial Times, International Business Times, Reuters1. Based on HW&Co. indices including the most relevant Healthcare & Life Sciences companies for each country; 2. Includes transactions with a deal value between €25m and €650m and all non disclosed value deals with target based in the UK, Eire, France, DACH (Germany, Austria, Switzerland), Spain, Italy, Benelux (Belgium, The Netherlands, Luxembourg) and Scandinavia (Denmark, Norway, Sweden and Finland); 3. Resignation or appointment of CEO, CFO or Chairman

EUROPEAN HEALTHCARE & LIFE SCIENCES MIDDLE MARKET M&A ACTIVITY

The global home healthcare market is expected to grow from c. $190 billion to c. $300 billion between 2014 and 2020, a c. 8% CAGR,driven by the increasing geriatric population, rising healthcare costs and technological advancements in healthcare devices

The global healthcare machine-to-machine (“M2M”) market is expected grow from c. $2.0 billion in 2015 to c. $10.0 billion in 2023, a22.5% CAGR, driven primarily by increases in the efficiency of healthcare IT systems, the growing use of M2M in healthcare, and thegrowing adoption of wearable technology devices

Pfizer announced plans to acquire Botox maker, Allergan, for $160 billion. The acquisition will create the world’s largest drug-makerand has attracted significant political controversy over claims the deal is aimed at reducing Pfizer’s tax bill

Shire, the UK-listed drug-maker, agreed to acquire the Illinois-based pharmaceutical company, Baxalta, for $32 billion. The potentialdeal is dependent upon Shire’s ability to pay for a large part of the deal in cash in order to avoid triggering a substantial tax bill.Additionally, Shire acquired Dyax Corp., a US-based biopharmaceutical company, for $6.1 billion

AstraZeneca, the pharmaceutical group, entered into an agreement to acquire a 55% stake in the Netherlands-based drugcompany, Acerta Pharma, $4 billion

Acadia Healthcare, which operates psychiatric hospitals, treatment centres and outpatient clinics in the US, has bought the PrioryGroup, an independent provider of mental health care facilities in the UK, for £1.5 billion

Management moves3: Cambian Group, Ergomed, Fargon, Getinge, Grifols, GHP Specialty Care, Mylan and Korian

SELECTED MIDDLE MARKET EUROPEAN HEALTHCARE & LIFE SCIENCES M&A

M&A DEALS BY COUNTRY OF TARGET2 ACQUISITIONS BY NON-EUROPEAN BUYERS2

MARKET OBSERVATIONS

UK and Eire France DACH Spain Italy Benelux Scandinavia

Price Change since last quarter 4.6% 0.5% 7.5% 12.2% 8.9% 17.6% 14.6%

Cash on Balance Sheet (€ bn) 15.3 3.6 26.6 1.7 0.7 1.2 NM

Net Debt / LTM EBITDA Multiple 1.4x 1.5x 1.8x 0.6x 0.9x 2.1x 2.0x

LTM EBITDA Multiple 15.3x 11.1x 12.2x 14.6x 13.2x 5.9x 13.2x

Change since last quarter 1.2x 0.1x (0.4x) 1.8x 1.8x (7.7x) (2.4x)

LTM EBITDA Margin 17.0% 13.8% 15.9% 17.5% 13.1% 12.3% 18.0%

Consensus 2Yr Fwd Revenue Growth (p.a.) 11.2% 13.1% 6.2% 6.1% 12.0% 8.0% 11.2%

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Target Country Acquirer Country CountrySub Sector EV (€m)

Sinclair IS Pharma Non-Aesthetics Alliance Pharma Pharmaceuticals 173

Oncotest Charles Riv er Laboratories Life Sciences Tools and Serv ices 36

Allied Healthcare Aurelius Healthcare Serv ices 25

Dental Trey Henry Schein Dental Products N/A

Euromed The Riv erside Company Pharmaceuticals N/A

Verna Group Palatine Priv ate Equity Healthcare Supplies N/A

Quotient Clinical GHO Capital Life Sciences Tools and Serv ices N/A

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INDUSTRIALS

11

EUROPEAN UPDATE

INDUSTRY UPDATE │ WINTER 2016

Sources: S&P Capital IQ, European Commission, Reuters, Markit Economics, Financial Times 1. Based on HW&Co. indices including the most relevant Industrials companies for each country; 2. Includes transactions with a deal value between €25m and €650m and all non disclosed value deals with target based in the UK, Eire, France, DACH (Germany, Austria, Switzerland), Spain, Italy, Benelux (Belgium, The Netherlands, Luxembourg) and Scandinavia (Denmark, Norway, Sweden and Finland); 3. Resignation or appointment of CEO, CFO or Chairman

EUROPEAN INDUSTRIALS EQUITY MARKETS1

EUROPEAN INDUSTRIALS MIDDLE MARKET M&A ACTIVITY

U.S. industrial production dropped for the third straight month in December as utilities reduced output amid unusually warm weatherand energy companies cut back in the face of falling oil prices. Industrial production contracted 0.4 percent after retreating a 0.9percent the previous month

General Electric plans to sell its appliance business to China's Haier Group for $5.4 billion in cash, another step in its push to sell itsnon-core assets and project itself as a technology company. Additionally, GE announced plans to move its headquarters to Bostonto attract tech talent and reduce its tax burden

The Blackstone Group and KIRKBI announced the acquisition of Armacell, the leading global manufacturer of flexible foam productsfor equipment insulation and technical applications, from Charterhouse Capital Partners for €960 million

KraussMaffei, a manufacturer for injection molding machines, machines for plastics extrusion technology, announced plans to beacquired by ChemChina, Guoxin and AGIC €925 million

Management moves3: Alfa Laval, Bunzl, Componenta Corp, Fenner, Leclanche, Nordex, NCC, Polypipe Group, Sandvik, Scania,Schindler Holding and Sulzer

MARKET OBSERVATIONS

SELECTED MIDDLE MARKET EUROPEAN INDUSTRIALS M&A

M&A DEALS BY COUNTRY OF TARGET2 ACQUISITIONS BY NON-EUROPEAN BUYERS2

UK and Eire France DACH Spain Italy Benelux Scandinavia

Price Change since last quarter 1.8% 3.3% 4.8% (4.8%) 10.6% 2.0% 9.2%

Cash on Balance Sheet (€ bn) 17.6 24.3 40.6 14.6 4.8 7.2 NM

Net Debt / LTM EBITDA Multiple 1.3x 2.0x 1.8x 5.2x 2.4x 2.2x 1.8x

LTM EBITDA Multiple 9.5x 8.4x 8.7x 8.1x 9.4x 8.7x 10.6x

Change since last quarter (0.6x) 0.4x 0.5x (1.5x) 0.0x 0.6x 1.0x

LTM EBITDA Margin 12.1% 9.2% 9.0% 11.3% 9.2% 9.9% 9.7%

Consensus 2Yr Fwd Revenue Growth (p.a.) 4.5% 4.6% 4.1% 2.2% 8.3% 5.1% 5.3%

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India South America Africa & Middle East

Target Country Acquirer Country Sub Sector EV (€m)

Global Closure Systems RPC Group Packaging 650

Isero Grafton Building Products 92

Specma Aktieselskabet Schouw & Co. Industrial Machinery 70

DL Radiators Veneto Sv iluppo Building Products 63

OLI Wolong Inv estment Co. Industrial Machinery 57

Sicame Equistone Partners Europe Heav y Electrical Equipment N/A

TK Components Northedge Capital Partners Building Products N/A

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TECHNOLOGY, MEDIA & TELECOM

EUROPEAN UPDATE

INDUSTRY UPDATE │ WINTER 2016

12

EUROPEAN TECHNOLOGY, MEDIA & TELECOM EQUITY MARKETS1

Sources: S&P Capital IQ, Company Press Releases, Merger Market, Gartner, eMarketer1. Based on HW&Co. indices including the most relevant Technology, Media & Telecom companies for each country; 2. Includes transactions with a deal value between €25m and €650m and all non disclosed value deals with target based in the UK, Eire, France, DACH (Germany, Austria, Switzerland), Spain, Italy, Benelux (Belgium, The Netherlands, Luxembourg) and Scandinavia (Denmark, Norway, Sweden and Finland); 3. Resignation or appointment of CEO, CFO or Chairman

M&A DEALS BY COUNTRY OF TARGET2

EUROPEAN TECHNOLOGY, MEDIA & TELECOM MIDDLE MARKET M&A ACTIVITY

ACQUISITIONS BY NON-EUROPEAN BUYERS2

SELECTED MIDDLE MARKET EUROPEAN TECHNOLOGY, MEDIA & TELECOM M&A

MARKET OBSERVATIONS

According to eMarketer, the leading technology investment priority for marketers in 2016 is social marketing, with nearly 65% of respondents rating it as their top priority, additionally 61% said marketing analytics were a priority

The European Commission has unveiled a new copyright framework, which according to ARS Technica, could result in the introduction of an ancillary copyright requiring people to pay a licensing fee for the use of short snippets online, also known as ‘the Google tax’

By 2018, Gartner predicts 50% of consumers in mature markets will use smart phones or wearables for mobile payments

World digital travel sales are projected to exceed $533bn in 2015, according to eMarketer, an increase of 13.3% on 2014 and expected to reach $762bn by 2019, representing a CAGR of 9.3%

According to IDC, worldwide spending on the IoT will increase at a 17% CAGR from $698.6bn in 2015 to nearly $1.3tn in 2019

Global businesses and governments spending on technology will grow 4.5% in 2016 and 4.7% in 2017, according to Forrester, reaching $2.9tn in 2016

Management moves3: Advenica, blur Group, Celtic, Eniro, EVS Broadcast Equipment, Fidessa, Galasys, Gigaset, Imagination Technologies Group, IS Solutions, MAM Software Group, Manchester United, Orange, ProAct IT, Sopra Steria, Telenor, Viadeo

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India South America Africa & Middle East

UK and Eire France DACH Spain Italy Benelux Scandinavia

Price Change since last quarter 3.6% 9.4% 8.8% (0.3%) 6.8% 6.6% 10.2%

Cash on Balance Sheet (€ bn) 24.4 35.3 22.5 4.2 6.2 14.3 NM

Net Debt / LTM EBITDA Multiple 1.5x 1.0x 1.5x 3.4x 1.5x 1.9x 1.7x

LTM EBITDA Multiple 13.2x 9.7x 12.8x 10.6x 10.4x 10.9x 10.6x

Change since last quarter 0.6x 0.2x 1.2x (0.2x) (0.6x) 0.7x 0.6x

LTM EBITDA Margin 15.8% 10.0% 10.6% 10.4% 8.0% 16.3% 12.9%

Consensus 2Yr Fwd Revenue Growth (p.a.) 7.6% 8.2% 6.1% 3.2% 7.1% 6.1% 8.7%

Target Country Acquirer Country Sub Sector EV (€m)

Industrial & Financial Systems IFS EQT Partners Application Software 960

Trayport Intercontinental Exchange Application Software 600

Chime Communications Prov idence Equity Partners Adv ertising 568

Local World Holdings Trinity Mirror Publishing 249

Docdata Ingram Micro Internet Software and Serv ices 161

Fox-IT Group NCC Group Systems Software 133

cellent Wipro IT Consulting and Other Serv ices 74

Le Parisien Libere LVMH Publishing 51

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EUROPEAN TRANSPORTATION & LOGISTICS EQUITY MARKETS1

M&A DEALS BY COUNTRY OF TARGET2 ACQUISITIONS BY NON-EUROPEAN BUYERS2

TRANSPORTATION & LOGISTICS

13

EUROPEAN

AUTUMN UPDATE │ WINTER 2016

EUROPEAN TRANSPORTATION & LOGISTICS MIDDLE MARKET M&A ACTIVITY

1. Based on HW&Co. indices including the most relevant Transport & Logistics companies for each country2. Includes transactions with a deal value between €25m and €650m and all non disclosed value deals with targetbased in the UK, Eire, France, DACH (Germany, Austria, Switzerland), Spain, Italy, Benelux (Belgium, The Netherlands,Luxembourg) and Scandinavia (Denmark, Norway, Sweden and Finland); 3. Includes acquisitions of majority stakes only

SELECTED MIDDLE MARKET EUROPEAN TRANSPORT & LOGISTICS M&A3

Amazon is threatening logistic providers with a potential market entry. The Company acquired the remaining 75% stake in Frenchparcel delivery services provider Colis Privé in October 2015. Market players anticipate Amazon is putting together the piecesacross the globe to launch a parcel delivery service to compete with and be less dependent on market participants such as UPS,FedEx, or DHL. These predictions have been reinforced by Amazon’s recent negotiations to lease 20 Boeing 767 cargo jets

UPS has made the largest one-time expansion of its UPS Worldwide Express service by adding more than 41,000 global postalcodes, which will result in earlier guaranteed-delivery options for shippers that only previously had end-of-day guarantees. Themajority of the new postal codes are in the Asia Pacific region while also expanding coverage in Europe and Canada

The European Commission unconditionally approved the €4.4bn takeover by FedEx of Dutch-based package deliverer TNTExpress. The Commission does not see an undermined competition in the sector and found that the joined company will cut costsand benefit customers

The marine container cargo industry faces a market shake-up from large mergers among the global top-20 carriers. In December,the merger between Cosco (sixth largest player globally in terms of fleet capacity) and China Shipping (seventh largest) wasgranted approval by China’s State Cabinet. The merged company forms the fourth largest market participant in terms ofcapacity, globally. Earlier in December, CMA CGM, the France based container shipping company, announced its intention toacquire the entire stake in Singaporean Neptune Orient Lines (NOL) for €4.6bn to form the third largest container shippingcompany, globally. The industry has suffered from overcapacity and ongoing losses

MARKET OBSERVATIONS

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India South America Africa & Middle East

Target Country Acquirer Country Sub Sector EV (€m)

neska Schiffahrts- und Speditionskontor (Rem. 65%) Häfen Und Güterv erkehr Köln Transport Logistics 115

Dispam Omnes Capital Transport Logistics NA

Callejo Transports Jimenez FVA Freight & Cargo Serv ices NA

FTZ Autodele & Vaerktoj & Inter-Team (Rem. stakes) Nordic Forum Holding (HELLA) Vehicle Parts Distribution NA

De Rooy Logistics Jan de Rijk Logistics SCM Serv ices NA

MS Mov e Management & Swiss Access SIRVA Worldwide Relocation Serv ices NA

EUROPEAN TRANSPORTATION & LOGISTICS MIDDLE MARKET M&A ACTIVITY

UK and Eire France DACH Spain Italy Benelux Scandinavia

Price Change since last quarter 3.7% 3.3% 9.1% (2.3%) (2.0%) 7.4% -%

Cash on Balance Sheet (€ bn) 5.2 29.7 51.6 10.7 4.0 1.0 5.5

Net Debt / LTM EBITDA Multiple 1.3x 2.9x 2.8x 6.3x 3.0x 3.5x 3.7x

LTM EBITDA Multiple 6.2x 11.2x 8.4x 17.1x 11.4x 7.7x 8.1x

Change since last quarter (0.9x) 0.3x (1.3x) 4.4x 0.3x 0.0x (0.6x)

LTM EBITDA Margin 11.4% 9.5% 15.2% 31.0% 22.6% 5.7% 14.4%

Consensus 2Yr Fwd Revenue Growth (p.a.) 7.2% 3.6% 3.9% (0.8%) 0.5% (1.5%) 3.6%

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Africa & Middle East

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Energy, Power &InfrastructureTransportation & Logistics

Healthcare

Business Services

Industrials

Consumer

TMT

FEATURED THEME

14

EUROPEAN UPDATE

INDUSTRY UPDATE │ WINTER 2016

Source: S&P Capital IQ1. Includes closed M&A transactions of majority stakes only, where deal value was undisclosed or between €25m –€650m, within the United Kingdom, Eire, France, DACH (Germany, Austria, Switzerland), Spain, Italy, Benelux (Belgium, the Netherlands, Luxembourg) and Scandinavia (Denmark, Norway, Sweden and Finland); 2. Note: Also includes North-America, South-America, Asia and Africa & Middle East

“REVIEW OF 2015 EUROPEAN MIDDLE MARKET M&A”

HW&Co. saw another strong year in 2015 across the globe, representing clients headquartered in numerous countries, includingBelgium, Canada, France, Italy, Japan, The Netherlands, UK and US. In Europe, HW&Co. completed transactions in multiplesectors including Consumer, Industrials and TMT

Our momentum continues in 2016, with a significant deal pipeline suggesting a positive outlook for middle market M&A activity in2016

With 4,351 deals, up from 4,027 in 2014, European middle market M&A grew 8% by volume in 2015, in line with 9% growth seenglobally

‒ Europe represented 30% of global middle market M&A in 2015 against 31% in 2014

‒ North America decreased its share of the global market to 53% against 55% in 2014

A closer look at the sector breakdown demonstrates that deal activity increased across most of the sectors in 2015, with only ADGand Transportation & Logistics sectors showing declines. TMT, Consumer and Industrials remained the most active sectors

European inbound M&A remained strong overall in 2015, representing 14% of total deals compared to 15% in 2014. Inboundactivity continued to be dominated by North America which accounted for 78% of acquisitions in Europe in 2015, compared to83% in 2014

Continuous cautiousness in the financing markets in 2015 resulted in private equity activity accounting for 12% of Europeantransactions in 2015, in line with a previous year

EUROPEAN MIDDLE MARKET DEALS BY SECTOR1 GLOBAL MIDDLE MARKET DEALS BY REGION1,2

32%

23%

15%

14%

9%

4%

2%1%

4,351 deals4,027 deals 14,323 deals13,168 deals

31%

55%

3%

2%1%

7%

2%

30%

53%

3%

2%2%

7%

2%

SELECTED HW&CO. 2015 TRANSACTIONS

32%

24%

15%

13%

9%5%

2%1%

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has been acquired byhas been acquired by

a portfolio company of

a portfolio company of

has been acquired by

a portfolio company of

has been acquired by

a portfolio company of

has been acquired by has been acquired by

a portfolio company of

has acquired amajority stake in

a portfolio company of

has been acquired by

a portfolio company of

has been acquired by

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Energy, Power & Infrastructure

IndustrialsHealthcare & Life Sciences

Transportation & Logistics

Aerospace, Defense & Government

Services

Business Services

Building Products & Materials

Technology, Media & Telecom

Specialty Distribution

Consumer

HARRIS WILLIAMS & CO. OFFICE LOCATIONS

UNITED STATES EUROPE

BostonTwo International Place24th FloorBoston, Massachusetts 02110Phone: +1 (617) 482-7501

Cleveland1900 East 9th Street20th FloorCleveland, Ohio 44114Phone: +1 (216) 689-2400

Minneapolis222 South 9th StreetSuite 3350Minneapolis, Minnesota 55402Phone: +1 (612) 359-2700

Richmond (Headquarters)1001 Haxall Point9th FloorRichmond, Virginia 23219Phone: +1 (804) 648-0072

San Francisco575 Market Street31st FloorSan Francisco, California 94105Phone: +1 (415) 288-4260

FrankfurtBockenheimer Landstrasse 33-3560325 FrankfurtGermanyPhone: +49 069 3650638 00

London63 Brook StreetLondon W1K 4HS, EnglandPhone: +44 (0) 20 7518 8900

NETWORK OFFICES

Beijing

Hong Kong

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Harris Williams & Co. has a broad range of industry expertise, which creates powerful opportunities.Our clients benefit from our deep-sector experience, integrated industry intelligence andcollaboration across the firm, and our commitment to learning what makes them unique. For moreinformation, visit our website.

15

OUR FIRM

EUROPEAN UPDATE

INDUSTRY UPDATE │ WINTER 2016

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HARRIS WILLIAMS & CO.

SOURCES

DISCLOSURES

16

Business report

eMarketer

European Commission

Eurostat

Financial Times

Flightglobal

Food and Drink Europe

Gartner

IATA

Kantar Worldpanel

Markit Economics

Merger Market

Retail Gazette

Ricoh Europe

S&P Capital IQ

Company Press Releases

EUROPEAN UPDATE

INDUSTRY UPDATE │ WINTER 2016

Harris Williams & Co. Ltd is a private limited company incorporated under English law having its registered office at 5th Floor, 6 St. Andrew Street, London EC4A 3AE, UK, registered with the Registrar of Companies for England and Wales under company number 7078852. Directors: Mr. Ned Valentine, Mr. Paul Poggi, Mr. Thierry Monjauze and Mr. Aadil Khan, authorised and regulated by the Financial Conduct Authority.

Harris Williams & Co. Ltd Niederlassung Frankfurt (German branch) is registered in the Commercial Register (Handelsregister) of the Local Court (Amtsgericht) of Frankfurt am Main, Germany, under registration number HRB 96687, having its business address at Bockenheimer Landstrasse 33-35, 60325 Frankfurt am Main, Germany. Permanent Representative (Ständiger Vertreter) of the Branch Niederlassung: Mr. Jeffery H. Perkins.

THIS REPORT MAY CONTAIN REFERENCES TO REGISTERED TRADEMARKS, SERVICE MARKS AND COPYRIGHTS OWNED BY THIRD-PARTY INFORMATION PROVIDERS. NONE OF THE THIRD PARTY INFORMATION PROVIDERS IS ENDORSING THE OFFERING OF, AND SHALL NOT IN ANY WAY BE DEEMED AN ISSUER OR UNDERWRITER OF, THE SECURITIES, FINANCIAL INSTRUMENTS OR OTHER INVESTMENTS DISCUSSED IN THIS REPORT AND SHALL NOT HAVE ANY LIABILITY OR RESPONSIBILITY FOR ANY STATEMENTS MADE IN THE REPORT OR FOR ANY FINANCIAL STATEMENTS, FINANCIAL PROJECTIONS OR OTHER FINANCIAL INFORMATION CONTAINED OR ATTACHED AS AN EXHIBIT TO THE REPORT. FOR MORE INFORMATION ABOUT THE MATERIALS PROVIDED BY SUCH THIRD PARTIES, PLEASE CONTACT US AT +44 (0) 20 7518 8900.

The information and views contained in this report were prepared by Harris Williams & Co. Ltd (“Harris Williams”). It is not a research report, as such term is defined by applicable law and regulations, and is provided for informational purposes only. It is not to be construed as an offer to buy or sell or a solicitation of an offer to buy or sell any financial instruments or to participate in any particular trading strategy. The information contained herein is believed by Harris Williams to be reliable but Harris Williams makes no representation as to the accuracy or completeness of such information.

Harris Williams and/or its affiliates may be market makers or specialists in, act as advisers or lenders to, have positions in and effect transactions in securities of companies mentioned herein and also may provide, may have provided, or may seek to provide investment banking services for those companies. In addition, Harris Williams and/or its affiliates or their respective officers, directors and employees may hold long or short positions in the securities, options thereon or other related financial products of companies discussed herein. Opinions, estimates and projections in this report constitute Harris Williams’ judgment and are subject to change without notice. The financial instruments discussed in this report may not be suitable for all investors and investors must make their own investment decisions using their own independent advisors as they believe necessary and based upon their specific financial situations and investment objectives. Also, past performance is not necessarily indicative of future results. No part of this material may be copied or duplicated in any form or by any means, or redistributed, without Harris Williams’ prior written consent.

Copyright © 2016 Harris Williams & Co., all rights reserved.