Jury ReportM&A Awards Belgium 2018

Category Large Cap dealsNovember 15, 2018

Concert Noble, Brussels

NOMINEEBEST LARGE CAP DEAL 2018

M&A Awards Belgium, showcasing excellence in M&A,

corporate fi nance and private equity. 1

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Nominated deals M&A Awards 2018

Summary procedure M&A Awards 2018 3The Panel of judges 3

Criteria M&A Award Large Cap 4

Signed decision of the M&A Awards panel of judges 4

Deal Pitches category Large Cap 2018 5De Persgroep - Medialaan & Roularta Media Group - Mediafi n 6

Comments Panel of judges 7

Fluxys - Dunkirk LNG Terminal 9

Comments Panel of judges 10

Tessenderlo Group - T-Power 13

Comments Panel of judges 14

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Summary procedure M&A Awards 2018 On Thursday 15 November 2018, the annual Belgium M&A

Awards will be held in the magnifi cent Concert Noble in Brussels.

The M&A Awards is the annual landmark event for professionals

working in M&A, corporate fi nance and private equity. Over

200 rainmakers come together to celebrate the best deals and

dealmakers of 2018. The annual M&A Awards dinner recognises

deal teams of listed companies, large corporations, state-owned

entities and government institutions and awards them for

outstanding performance and leadership.

During the evening the panel of judges will present the M&A

Award for Best Deal 2018 in the category Mid Cap and the M&A

Award for Best Deal 2018 in the category Large Cap.

The panel of judges has taken following steps to determine the

Award winner in the category Large Cap deals:

1. Review the long list of pre-nominated deals in the category

Large Cap

2. Determine a shortlist of 8 deals in the category Large Cap

3. Review and assess the 8 shortlisted deals based on the

judging criteria1

4. Determine the 3 fi nalists for the category Large Cap

5. Determine winner for the category based on the votes

casted by the panel of judges

The 3 fi nalists have been announced on MA-Awards.be and via a

Press release.

The Panel of judges The Belgium M&A Awards organisation is proud and honored to

present the panel of judges:

1. Urbain Vandeurzen, Co-Founder & Chairman, Smile Invest NV

(Chairman Panel of judges)

2. Renaat Berckmoes, co-founder en Partner at Fortino Capital

1 The regulations for the M&A Awards Belgium 2018 are available on www.maawards.be.

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3. Pierre Demaerel, Secretary General Belgian Venture Capital

& Private Equity Association

4. Philippe Haspeslagh, Professor and Honorary Dean Vlerick

Business School, Board member MyMicroInvest and

Chairman at Ardo.

5. Michaël Sephiha, Journalist at Mediafi n/De Tijd

6. Eric van Zele, vml. CEO Barco.

Criteria M&A Award Large Cap

The panel of judges assessed the short listed deals against the

score on the following criteria: Skilled execution, complexity

of the transaction, innovative funding, a fought bid battle, a

competitive purchase price and/or an excellent strategy behind

the transaction. Evidence of great and authentic leadership,

including development of a strong, progressive culture and wider

contribution to all stakeholders is seen as an important hallmark

to determine the winner in this category.

Signed decision of the M&A Awards

panel of Judges

Nominations M&A Award Large Cap:

• De Persgroep - Medialaan & Roularta Media Group -

Mediafi n

• Fluxys - Dunkirk LNG Terminal

• Tessenderlo Group - T-Power

Winner M&A Award Large Cap:

• Fluxys - Dunkirk LNG Terminal

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Deal Pitches category Large Cap 2018

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De Persgroep - Medialaan & Roularta Media Group - Mediafi nFacts

Category: M&A Award Large capDeal: De Persgroep and Roularta Media Group swap sharesDate announced: 2 October 2017Published value: � 218 million + 50% of the shares of Mediafin Buyer: De Persgroep / Roularta Media GroupTarget: Medialaan/ MediaFinSeller: Roularta Media Group/ De Persgroep

Involved advisors:

Roularta Media Group: M&A Advisory: Bank Degroof Petercam Legal Advisory: Allen & Overy Transaction Services: Deloitte

De Persgroep: M&A Advisory: N/A Legal Advisory: N/A

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Comments Panel of judges

The jury concluded that the ‘swap deal’ is the evidence that

a good deal is not only about the best price. In this exchange

of shares, maintaining the friendly bond between competitors

Roularta Media Group and De Persgroep clearly stands fi rst.

According to the jury, this swap is an elegant way to meet the

needs of both parties. De Persgroep can strengthen its position

in the digital media landscape through the full acquisition of

Medialaan. Roularta Media Group confi rms its position as a

local player with its acquired interest in Mediafi n. In addition,

Roularta Media Group can use the cash resources from the

acquisition for its multichannel strategy. This obvious win-win

situation is reason for the jury to nominate this deal for the

M&A Award.

Description deal / Deal outline

A strategic swap of sharesThe stock quoted media company Roularta Media Group has

sold its 50% stake in the audio-visual enterprise Medialaan

(TV channels vtm, Q2, Vitaya, CAZ, Radio stations Q music and

Joe, Mobile Vikings a.o ) to the co-shareholder De Persgroep.

Additionally, Roularta bought half of the Mediafi n shares, that

was owned by De Persgroep. Mediafi n is the publisher of

business media De Tijd and L’Echo. The other half of the shares

of Mediafi n are still owned by Group Rossel. Both transactions

concluded into a cash receivable of about 217,5 million euro

for Roularta at closing.

It is estimated that the 50% stake in MediaFin was valuated at

almost €80 million or a multiple of 13. The 50% in Medialaan

is estimated to have been priced at less than €300 million or a

multiple of approx. 9 to 10.

Why is this the Best Deal?This deal is strategically smart and sound for all parties

involved.

De Persgroep is mainly active in mass media. And Medialaan

fi ts that profi le and fi ts the course that Christian Van Thillo

has chosen for his company. Operationally, the management

of Medialaan was already in the hands of Persgroep. The

expansion of the participation in Medialaan to 100% is of

strategic importance because it can strengthen the digital

market position of De Persgroep to be able to compete locally

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with global tech giants, who dominate this market. The strong

audio-visual market position and the expertise of Medialaan

seem benefi cial to De Persgroep.

Persgroeps subsidiary De Persgroep Publishing and Medialaan

will merge into one company and fi nd economies of scale.

By the end of 2017, the ‘Belgische Mededingingsautoriteit’

approved the 100% ownership of Medialaan by De Persgroep..

On the other hand, it makes sense for Roularta Media Group

to invest in MediaFin. Roularta Media Group has achieved a

strong market position and focus in local media (Deze Week,

De Zondag, Steps, Digilocal digital marketing services, the

e-commerce platform Storesquare, etc.) and national quality

magazines (Knack, Le Vif, Trends, Sport Magazine, Nest, Plus

Magazine etc.). Owning 50% of Mediafi n perfectly fi ts this

positioning. By selling their 50% in Medialaan to De Persgroep,

CEO Xavier Bouckaert acquired the cash needed to further

invest in a digital and multichannel strategy. In March 2018 the

‘Belgische Mededingingsautoriteit’ approved this part of the

deal.

What distinguishes this deal from other deals?It is a deal that is rooted in the partnership between De

Persgroep and Roularta Media Group in the 50/50 ownership of

Medialaan. The win/win outcome of this deal and the strategic

sense from both sides is admirable. Especially because the

valuation must have been a complex issue. Mediafi n closed

a record year in 2016 with €56 million in sales and €12

million EBITDA. Medialaan is at least six times bigger but less

profi table than MediaFin and operating in a very competitive

market.

What was the most challenging component of the deal?The valuation of the 50% participation in both companies must

have been challenging.

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Fluxys - Dunkirk LNG Terminal Contact details submitter

Name: Frank DemoenCompany: RothschildE-mail address: Frank.Demoen@rothschild.comPhone: +32 (0) 492 78 53 23

Facts

Category: M&A Award Large cap

Deal: 800m refinancing of the Dunkirk LNG Terminal and acquisition of a 35.76% stake in Dunkirk LNG

Terminal by a Fluxys-led consortium, which together with the existing 25% stake owned by Fluxys,

resulted in a sole control position for Fluxys

Date announced: June 29, 2018

Published value: 2,400m EURO

Buyers: Fluxys-led consortium (consisting of Fluxys, Axa Investment Managers and Crédit Agricole

Assurances) to buy 35.76% and Samsung-led consortium to buy 39.24%

Target: Dunkirk LNG

Sellers: EDF (65.01%) and Total (9.99%)

Involved advisors: Buy-side: M&A Advisory: Rothschild

Legal Advisory: Freshfields Bruckhaus Deringer

Tax Advisory: Freshfields Bruckhaus Deringer

Sell-side M&A Advisory: Nomura and Compagnie Financière du Lion

Legal Advisory: Baker McKenzie, Tax Advisory: Clifford Chance

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Comments Panel of judges

The jury fi nds it clever how Fluxys managed to strengthen its

grip on the Dunkirk LNG terminal at attractive conditions. In

a strategically complex deal. Thanks to the creative fi nancing

method, the maximum result has been achieved. With a small

investment on the balance sheet, a relatively small Belgian

company has acquired a controlling interest in an LNG terminal.

The jury notes that the co-shareholders with whom Fluxys had

to negotiate with are of such caliber that this performance

is even more impressive. According to the jury, the deal fi ts

perfectly with the long-term strategy of Fluxys and is also a

good result for Belgium as a country. In summary, it is a reason

for the jury to reward this acquisition with the M&A Award Best

Large Cap deal.

Description deal / Deal outlineTwo groups of investors made up of a partnership led by Fluxys

and a consortium of Korean investors have bought EDF’s 65.01%

stake, with an enterprise value of €2.4bn, in a liquefi ed natural

gas (LNG) terminal in Dunkirk, France.

The Dunkirk LNG terminal has an annual regasifi cation capacity

of 13 billion m3 of gas, which is suffi cient to meet approximately

20% of annual consumption in France and Belgium, making it

the largest terminal of its kind in Continental Europe. It is also

the only terminal to be connected directly to 2 markets – France

and Belgium – using 2 separate pipelines.

EDF said it has agreed to sell 31% of its stake in Dunkirk LNG

to a consortium made up of Belgian gas infrastructure company

Fluxys, AXA Investment Managers - Real Assets, on behalf of

clients, and Crédit Agricole Assurances. Fluxys already owns

25% of Dunkirk LNG and the French oil and gas company Total

owns a 9.99% stake.

As a part of a broader sale process initiated by EDF, Total said it

has decided to sell its entire stake to the two buyers. This lifts

the Fluxys and IPM consortium stake to 35.76% and 39.24%

respectively.

In total, the amount paid by the two consortia gives EDF’s entire

65.01% an average enterprise value of €2.4bn.

Why is this the Best Deal?The acquisition of the Dunkirk LNG Terminal was a unique

transaction opportunity for Fluxys to acquire the recently

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commissioned second largest LNG Terminal in Europe and

which Is directly connected to the Belgian gas grid. With gas

transmission, gas storage and LNG terminalling being the three

pillars of Fluxys’ industrial activity as gas infrastructure group,

the acquisition fi ts in seamlessly with the company’s core

business and its growth strategy. The transaction strengthens

Fluxys’ position in the European LNG infrastructure business and

the Dunkirk LNG terminal also holds sound prospects for further

growth by developing its small scale LNG potential, marketing

the capacities still available and making the commercial offering

evolve with market needs. This acquisition would also allow

Fluxys to do a full consolidation of the asset with stable and

strong net profi t contribution, strengthening Fluxys’ earnings

profi le compared to an equity method consolidation. The

Dunkirk LNG Terminal also offers upside potential through (i)

new decided services (Fast reloading, Truck loading, Small scale

bunkering) and (ii) new potential projects like Yamal-2 project

and synergy possibilities with Zeebrugge which ultimately could

provide a “Virtual Terminal’ approach in the long term.

What distinguishes this deal from other deals?This is the best M&A deal because after long negotiations with

EDF and Total, Fluxys was able to create a creative holding

structure to which Fluxys would contribute its existing shares

in the Dunkirk LNG Terminal (25%) and to which the consortium

would contribute the newly acquired 35.76% stake through

the exercise of the right of fi rst refusal (“ROFR”). As such,

Fluxys was able to obtain full control with only acquiring

5.39% additional stake. Taking into account the simultaneous

refi nancing of €800m, Fluxys actually managed to create a

positive cashfl ow out of this transaction. Furthermore, as a

result of the conversion of its existing pre-emption right into

a ROFR, the Fluxys-led consortium was able to acquire its

controlling participation at a price that was c.7% lower than the

price paid by the Samsung-led minority consortium.

Role of advisorRothschild advised Fluxys on all aspects of the transaction,

including:

• Assistance in the initial bilateral discussions with EDF and

Total post commissioning of the

• Dunkirk LNG terminal.

• Assessment of tactical options and advice on negotiation

strategies with the seller on price, SPA terms, the existing

SHA and especially on the conversion of the pre-emption

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right into a ROFR.

• Assessment of the fi nancial impact of the transaction on

Fluxys KPIs, including its implicit credit rating profi le.

• Assistance to Fluxys in identifying the most suitable French

co-investors.

• In-depth preparation and modelling of the Business Plan

and provision of valuation support.

• Coordination with advisors to solve trapped cash issues.

Detailed analysis of the different proposed solutions to

select most appropriate solution for shareholders.

• Assistance in the negotiations with banks by doing a

detailed comparison of the different terms and conditions

proposed and modelling of the different structures to advise

on the most value accretive debt solution.

• Creation and coordination of a consortium and renegotiation

of the shareholders protocol in order to be able to exercise

the ROFR through a holding company.

• Organisation of different expert sessions for the members

of consortium.

• Assistance to Fluxys in the preparation of documentation

for the Board, shareholders’ meeting and Investment

Committee.

What was the most challenging component of the deal?In this deal Rothschild managed the successful outcome of the

following:

• Successful renegotiation of a shareholder pact against two

of the largest French Corporates (EDF and Total)

• €800m refi nancing allowing for the distribution of an

exceptional dividend distribution to existing shareholders

• Conversion of a pre-emption right into a ROFR resulting in

a price paid by our client which was c.7% lower than other

acquirer

• Advised on a solution to be implemented post transaction in

order to solve trapped cash issues that were forecasted to

arise in 2021

• Identifi cation of ideal consortium partners (long term

French institutional capital)

• Coordination of 3 parties in a consortium structure: Fluxys,

Axa Investment Managers and Crédit Agricole Assurances

• Our proposed holding structure allowing our client to get

control of the Dunkirk LNG Terminal with an indirect stake

of only 30.39% post transaction, implying a rather limited

further investment

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Tessenderlo Group - T-Power

Facts

Category: M&A Award Large capDeal: Tessenderlo Group acquires 100% of T-Power nvDate announced: 26 april 2018Published value: 313 million Buyer: Tessenderlo groupTarget: T-Power nvSeller: Siemens Project Ventures GmbH, TG Europower bv Power Kestrel Limited

Involved advisors:

Buy side: Legal Advisory: Allen & Overy

Sell side: Legal Advisory: Clifford Chance

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Comments Panel of judges

The jury is impressed with the visionary nature of this deal.

Tessenderlo already took a 20-percent stake in T-Power at the

time that few had any confi dence in the profi tability of gas-fi red

power plants. Tessenderlo saw opportunities for T-Power due

to the inevitable transition to more sustainable forms of energy

production, the jury praises this vision. At the time of the initial

investment, the company had not secured the guaranteed sales

of RWE, so it was not insured of minimum income at the time.

In addition, the jury noticed that a full acquisition of T-Power

was not an easy deal because Tessenderlo had to entice

three foreign counterparts to sell their stake in T-Power. They

ultimately succeeded by offering a combination of cash and debt

assumption to the current shareholders. A strong motivation for

the jury to nominate this deal for the M&A Award Large Cap deal.

Description deal / Deal outline

A powerful acquisition Tessenderlo Group is a diversifi ed industrial group that focuses

on agriculture, valorizing bio-residuals and providing industrial

solutions. The group employs approximately 4,500 people, is

a leader in most of its markets and recorded a consolidated

revenue of 1.7 billion EUR in 2017. Tessenderlo Group is listed on

Euronext Brussels and is part of Next 150 and BEL Mid indices.

Tessenderlo Group, one of the founding partners of T-Power nv,

acquired 100% of the shares in T-Power. T-Power was a joint

venture of four shareholders: Siemens Project Ventures GmbH, TG

Europower bv, Power Kestrel Limited and Tessenderlo Group.

Before the acquisition, Tessenderlo Group owned 20% of the

shares.

Tessenderlo Group invested approximately € 313 million (6 x

REBITDA) for the acquisition of the remaining 80% of the shares

in T-Power, including approximately €131 million to be paid out

to the selling shareholders and approximately €182 million of net

fi nancial debt that will be taken over.

T-Power has been operating a 425 MW combined cycle gas

turbine plant on the premises of Tessenderlo Group in Tessenderlo

(Belgium) since June 2011. A tolling agreement was concluded

with RWE group for a period of 15 years (until 2026) for the full

capacity of the plant. T-Power realized in 2017 a turnover of € 69

million a REBITDA of € 52 million and a net result of € 19 million.

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Why is this the Best Deal?Tessenderlo acquired 100% of T-Power in times of energy

uncertainty for Belgium. By closing nuclear power plants and

during the transition to green energy it is expected that the

demand for a fl exible source of electricity will increase in the

near future. It can be expected that the price of electricity will

rise too. This - combined with the fact that the cycle gas turbine

plant still has plenty of capacity to grow - makes this deal

strategically sound and smart.

“The acquisition of this modern power plant will enable

Tessenderlo Group to respond to

developments on the Belgian energy market. The gas-fi red power

plant is very fl exible and this fl exibility is becoming increasingly

important due to the rising share of fl uctuating energy sources

in the power grid, such as wind power and solar energy. In

addition, this acquisition will reinforce the sustainability profi le

of our diversifi ed industrial group,“ (Luc Tack - CEO Tessenderlo

Group).

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