PwC 2012 Automotive M&A Insights - Driving Value

20
Driving Value: 2012 Automotive M&A Insights April 2013 www.pwc.com/auto

Transcript of PwC 2012 Automotive M&A Insights - Driving Value

Page 1: PwC 2012 Automotive M&A Insights - Driving Value

Driving Value:2012 Automotive M&A Insights

April 2013

www.pwc.com/auto

Page 2: PwC 2012 Automotive M&A Insights - Driving Value

Welcome

It is our pleasure to provide you with the 2012 Automotive M&A Insights edition of Driving Value, PwC’s annual review of mergers and acquisitions (M&A) activity and key trends within the global automotive industry. This publication explores global automotive transactions and key trends within the global automotive sector, including:

• A review of 2012 automotive deal activity among vehicle manufacturers, suppliers, retailers, vehicle fi nanciers, and other related sectors.

• Key trends that impacted the deal market include: the uncertainty of the outcome of the presidential election, the fi scal cliff scenario in the US, the slowdown in economic growth and transition power in China, and the Europe sovereign debt crisis.

• A look at the transaction activity by sector and region.

• Outlook of automotive M&A activity for 2013 and beyond continues to be constrained by the signifcant challenges in the global macro-economic environment. However, PwC observes signs of growth on the horizon. Key factors contributing to potential growth are high levels of liquidity, strategic initiatives to expand business and technology capabilities, resolution the Europe Union sovereign debt crisis, strong economic recovery and resumption of economic growth trends in China and India.

This latest edition of the Automotive M&A Insights: Driving Value is only an introduction of our insight and observations about the automotive industry. Our clients in the automotive and fi nancial sectors frequently seek our advice on potential transactions and the strategies underpinning deals. Your feedback is important to us. We welcome the opportunity to provide you with more information about any of the topics that require further information.

Paul G. ElieU.S. Automotive Transaction Services Leader+1 (313) 394 [email protected]

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2012 Automotive Insights 1

The growth in automotive M&A activity witnessed during the fi rst half of 2011 has given way to the macroeconomic pressures resulting in subdued M&A activity in 2012. Overall automotive deal volume fell by 18% while deal value declined by 33% compared to 2011. Not only did the industry experience reduced levels of deal activity but also witnessed a decline in the average deal size, which speaks to a more conservative risk appetite among buyers.

While some regions show signs of continued stabilization and profi tability after the recession of 2008–2009, lingering economic struggles in Europe, historically the most active region in M&A activity, are taking a toll on the global automotive deal market. Europe’s share of global deal volumes is down for the second straight year while Asia continues to grow its presence becoming the largest acquirer region in 2012.

Overview:Recovery and growth tempered by regional challenges in Europe

Since 2009 strategic buyers have accounted for an increasing share of deal volume in the automotive space compared to fi nancial buyers. Strategic buyers are better positioned to extract synergies from acquisitions and currently also have the fi nancial resources to execute deals. As they vie for global leadership, M&A will continue to be an important tool for growth. As the marketplace continues to stabilize, we expect to see an increasing number of strategic buyers executing on inorganic growth strategies.

Over the past couple of years, PwC has maintained its positive outlook for automotive M&A. This has primarily been driven by underlying growth expectations for global automotive sales and assembly. The automotive sector is expected to add nearly 30 million units globally between 2012 and 2019. Given technological changes as well as industry fragmentation, M&A activity will continue to be an important option. However, the economic climate has impacted deal activity to a higher degree than initially expected. Hence while PwC remains optimistic on the outlook for automotive M&A, the timing for an increase remains uncertain and clouded with Europe’s crisis and its impact on the global automotive sector.

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Source: Thomson Reuters and other publicly available sources.

Global automotive M&A deal volume and value2000–2012

Global cross-sector M&A deal volume and value2000–2012

Cross-Sector M&A

Global cross-sector M&A activity fared much better than the automotive sector in 2012 with deal volumes declining by 7% and deal value declining by 17% compared to 2011.

Disclosed deal value Deal volume (R-Axis)

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$3.72 $2.21 $1.37 $1.24 $1.62 $2.31 $3.05 $4.07 $1.84$2.90 $1.96 $2.35 $1.95

Disclosed deal value UST Facilitated Investments Sovereign wealth investments Deal volume (R-Axis)

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Source: Thomson Reuters and other publicly available sources.

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2012 Automotive Insights 3

2012 Perspective:Automotive M&A

After a sharp spike during the fi rst half of 2011, deal volumes and deal values have slowed in 2012. Europe’s debt crisis continues to weigh heavily on the European auto sector, which in prior years has been the most active participant in global automotive M&A. The sector transacted 490 deals with a total disclosed value of $30.2 billion. This represents an 18% and 33% decline in deal volume and value when compared to 2011, where a total of 594 deals were completed for a disclosed value of $44.9 billion. The automotive space transacted 98 deals during Q4 2012, marking the third straight quarter of decreasing deal volume.

Other factors in the overall decline of M&A activity included the uncertainty of the outcome of the presidential election, the fi scal cliff scenario in the United States (US), and the slowdown in economic growth and transition of power in China.

Overall there is increased conservatism given the looming economic challenges in the European Union (EU) and uncertainty in the regulatory environment. Automotive deal value and volumes were at lower levels during 2012 than those witnessed during the recession of 2008–2009. This gives light to the fact that uncertainty is hurting the deal space more than the recession itself. As soon as the macroeconomic environment improves, we likely will see a wave of pent-up demand resulting in increased deal activity.

Global automotive M&A deal volume and value by quarterQ1 2008–Q4 2012

Sources: Thomson Reuters and other publicly available sources.

Disclosed deal value Deal volume (R-Axis)

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$5.78 $10.27 $10.1 $5.51 $19.8 $1.83 $11.85 $18.2 $6.99 $4.81 $7.28 $5.77 $8.44 $12.35 $8.17 $15.9 $7.56 $2.57 $10.85 $9.26

148139 143 141

126109

140 135

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98113

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Smaller deals

Small and mid-size deals dominated the global automotive M&A landscape. The six mega-deals (>$1 billion) transacted in 2012 was consistent with the last few years. The low level of mega deals being transacted relative to pre-recessionary automotive volumes is indicative of both the risk appetite of acquirers as well as the focus of the strategic buyers on achieving concentration of scale and expertise in the specifi c product/sectors in which they compete.

Global automotive M&A deals by disclosed value2007–2012

Sources: Thomson Reuters and other publicly available sources.

100 million—1 billion >1 billion

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Average deal size (R-Axis)

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2012 Automotive Insights 5

Europe

Historically, Europe has been the most active region in automotive M&A in terms of both acquirers as well as targets. However the current economic crisis and ensuing austerity measures have signifi cantly impacted the automotive industry with new car demand in the EU and European Free Trade Association (EU+EFTA) declining by 7.8% to 12.5 million units in 2012. This represented the fi fth consecutive annual decline in the region, with new car sales stalling at 3.5 million units below its 2007 peak. These challenges diminished the appetite and resources among European strategic buyers. These challenges also have heightened the risks around European assets and exposure to the region.

As a result, Europe’s share of M&A activity declined for the second straight period both as an acquiror region as well as a target region. Asia and US, on the other hand, saw their share of M&A activity increase.

Contrary to volume trends, Europe accounted for the largest acquiror region in terms of value with a 43% share in 2012, marking the third straight period of increasing share value. Three of the top fi ve deals by disclosed value were transacted by European acquirers of which two were intra-regional deals.

The current operating environment in Europe may translate into favorable valuations and an increase in inbound M&A activity geared towards acquiring technology and/or market access over the next 18 to 24 months. This resonates with Autofacts’ projections which forecasts that light vehicle sales will remain sluggish in 2013, but should recover by around 5% in 2014 to approximately 14.5 million units, helped by increasing levels of pent-up demand. This assumes that the economic situation in most EU+EFTA countries will improve from 2014 onwards.

North America

Unlike Europe, North America underwent restructuring during the 2008–2009 recession, and is now attracting more investments. North American operations also are churning out signifi cant profi ts, providing strategic buyers with the fi nancial resources to execute M&A strategies.

As a result, North American acquirers’ share of global M&A increased from 20% in 2010 to 27% in 2012. North American entities also were the most prominent cross-border acquirers, with 34 out of 102 cross border deals.

Asia

Asia was the most active acquiror region with more than one third of the global automotive M&A volume during 2012. This is in line with the regions’ uptick in share of acquiror deal volume over the last three periods. A long time second place acquiror behind Europe, as of 2012, Asia took the lead as the global leader in acquisitions.

Most activity in Asia was within its own region, with 136 transactions between Asian entities. With the domestic sales slowdown in both China and India, buyers from these markets may look for opportunities to augment domestic sales. These buyers are also likely to pursue technology deals to compete globally, as well as to effectively compete with foreign competition in domestic markets.

Further, strategic players from emerging countries like China and India are likely to capitalize on the opportunity to acquire technology or market access at favorable valuations in Europe.

Regional analysis

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Share of deal volume by acquiror region2007–2012

Share of deal volume by target region2007–2012

Sources: Thomson Reuters and other publicly available sources. Sources: Thomson Reuters and other publicly available sources.

Share of disclosed deal value by acquiror region2007–2012

Share of disclosed deal value by target region2007–2012

USEurope Asia Row

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Sources: Thomson Reuters and other publicly available sources. Sources: Thomson Reuters and other publicly available sources.

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2012 Automotive Insights 7

Deal fl ow centers on Europe

By volume

After years in the number two position, Asia topped Europe in 2012 as the largest global acquiror. Notably, European assets maintained their position as the largest share of targets. Europe was the largest benefi ciary of cross border investments with 47 inbound deals being transacted in the region during 2012, of which approximately 43% were investments by US companies. On the other hand, Europe was the least active outbound region in 2012 with only 19 deals transacted by European buyers in other regions, down from 32 in 2011.

By value

While Europe conducted fewer deals, the region did lead in deal value by almost double over any other region. Europe recorded the largest acquisition deal value with an inter-region disclosed deal value of $11.7 billion attributable to the VW-Porsche acquisition valued at $8.9 billion.

Local region vs. cross-border investment

Sources: Thomson Reuters and other publicly available sources.

US Local: 99 deals, $6.8 billionInbound: 20 deals, $1.6 billionOutbound: 34 deals, $2.6 billion

RoW (rest of world)Local: 22 deals, $490 millionInbound: 16 deals, $173 millionOutbound: 21 deals, $882 million

EuropeLocal: 131 deals, $11.7 billionInbound: 47 deals, $2.8 billionOutbound: 19 deals, $1.4 billion

Asia (Asia & Oceania)Local: 136 deals, $6.2 billionInbound: 19 deals, $481 millionOutbound: 28 deals, $139 million

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Global auto M&A deal fl ow by region

Sources: Thomson Reuters and other publicly available sources.

Segment analysis

Deal activity amongst the segments in 2012 has shifted away from Component Suppliers and Others towards Vehicle Manufacturers. Vehicle Manufacturers experienced its strongest year in the past 5 years, in terms of volume and disclosed value, while Component Suppliers and Others deal volumes declined signifi cantly when compared to 2011. This shift is partly driven by Vehicle Manufacturers seeking cost synergies such as, technology and plat-form sharing through strategic alliances.

Component suppliers witnessed steady transaction volumes in the fi rst half of 2012 but declined signifi cantly in the second half. Vehicle manufacturers, on the other hand, saw increased transaction volumes H2 2012. The shift towards vehicle manufacturers is at its highest level since the bottoming out of production volumes in 2009, the result of a renewed interest in the automotive industry, despite a slight set back in 2011. This uptick can primarily be attributed to an increased number of deals being transacted in Asia and Europe. Asia, which for the last 2 years has accounted for the largest share of deal volume by target region in the category, closed 41 deals in 2012 compared to 33 deals in 2011. Despite an increase in deal volume, deal value, adjusted for the Porsche and VW transaction of $8.9 billion, declined signifi cantly in 2012 when compared to 2011.

Despite a sharp uptick in deal volume and value during 2011, the ‘Others’ category which includes: retail, aftermarket, rental/leasing and wholesale, etc. experienced a signifi cant slowdown in 2012, which is more in line with 2010 levels.

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2012 Automotive Insights 9

Sources: Thomson Reuters and other publicly available sources.

Other M&A activity2007–2012

Vehicle manufacturers M&A activity2007–2012

Component suppliers M&A activity2007–2012

Sources: Thomson Reuters and other publicly available sources.

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Sources: Thomson Reuters and other publicly available sources.

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Financial versus trade

Consistent with the overall Automotive M&A deal market, both fi nancial and trade buyers’ M&A activity slowed during 2012 compared to 2011. However, Financial Buyers share of M&A volume declined to 24%, which represents the lowest levels witnessed since the depths of the recession.

Unlike 2011, fi nancial buyers chose to focus on Component Suppliers during 2012. However, consistent with 2011, fi nancial buyers continued to shift their focus away from Europe and toward the US and Asian assets. In 2012, demand for US assets was nearly par with European assets, a level not seen in the past several years. This further supports that fi nancial buyers are wary of the EU economic situation and are more inclined to close deals in more stable economic climates such as that of the US.

On the other hand, consistent with global trends, trade buyers increased their focus on Vehicle Manufacturers in 2012 and also shifted their focus away from Europe toward Asian assets. In 2012, demand for Asian assets was nearly par with European assets, a level not seen in the last 5 years.

Sources: Thomson Reuters and other publicly available sources.

Financial buyer share of M&A activity2007–2012

Financial buyer M&A activity2007–2012

Sources: Thomson Reuters and other publicly available sources.

Trade buyers M&A activity2007–2012

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Sources: Thomson Reuters and other publicly available sources.

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2012 Automotive Insights 11

Financial buyer: Share of deal volume by target region2007–2012

Financial buyer: Share of deal volume by category2007–2012

Sources: Thomson Reuters and other publicly available sources.

Trade buyer: Share of deal volume by target region2007–2012

Trade buyer: Share of deal volume by category2007–2012

Sources: Thomson Reuters and other publicly available sources.

Component supplier

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USEurope Asia ROW

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201220112010200920082007

Sources: Thomson Reuters and other publicly available sources. Sources: Thomson Reuters and other publicly available sources.

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In summary

Top 10 deals—Vehicle manufacturers

Date effective

Targetname

Target nation

Acquirer name

Acquirer nation

% of shares acq

Value of transaction ($mil)

Buyer type

Vehicle manufacturers

1 8/1/2012 Dr Ing hcF Porsche AG

Germany Volkswagen AG Germany 50 8,855 TRADE

2 07/19/12 Ducati Motor Holding SpA

Italy Automobili Lamborghini SpA

Italy 100 1,046 TRADE

3 03/16/12 Proton Holdings Berhad

Malaysia DRB-HICOM Bhd Malaysia 100 963 TRADE

4 01/01/12 Toyota Auto Body Co Ltd

Japan Toyota Motor Corp Japan 43 957 TRADE

5 03/20/12 GAC Changfeng Motor Co Ltd

China GAC China 71 709 TRADE

6 02/14/12 Avtovaz Russia Rostekhnologii Russia 29 420 TRADE

7 03/27/12 PSA Peugeot Citroen SA

France General Motors Co United States 7 399 TRADE

8 01/01/12 Kanto Auto Works Ltd

Japan Toyota Motor Corp Japan 50 366 TRADE

9 10/11/12 Guangqi Mitsubishi Automobile

China Investor Group Japan 50 219 FIN

10 03/28/12 Man Force Trucks Pvt Ltd

India MAN Nutzfahrzeuge AG

Germany 50 202 TRADE

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2012 Automotive Insights 13

Top 10 deals—othersDate effective

Target name

Target nation

Acquirer name

Acquirer nation

% of shares acq

Value of transaction ($mil)

Buyer type

Others

1 11/20/12 Dollar Thrifty Automotive Grp

United States Hertz Global Holdings Inc

United States 100 2,568 TRADE

2 12/03/12 SPX Service Solutions

United States Robert Bosch GmbH Germany 100 1,150 TRADE

3 04/30/12 Midas Inc United States TBC Corp United States 100 307 TRADE

4 05/23/12 Meca Scandinavia AB

Sweden Mekonomen AB Sweden 100 289 TRADE

5 09/30/12 Peugeot-Car Dealerships(30)

France Fonciere LFPI SAS France 100 213 FIN

6 01/05/12 Exego Pty Ltd Australia Genuine Parts Co United States 30 150 TRADE

7 01/16/12 Hanco Saudi Arabia Bin Sulaiman Holding Co Ltd

Saudi Arabia 40 140 FIN

8 07/09/12 Automotive Holdings Group Ltd

Australia AP Eagers Ltd Australia 16 128 TRADE

9 10/17/12 Navigator Holdings LLC

United States WL Ross & Co LLC United States 50 110 FIN

10 11/30/12 Triwest Trading Ltd Canada American Tire Distributors Inc

United States 100 98 TRADE

Top 10 deals—Component suppliersDate effective

Target name

Target nation

Acquirer name

Acquirer nation

% of shares acq

Value of transaction ($mil)

Buyer type

Component suppliers

1 10/26/12 Motorized Vehicles Division

England Delphi Automotive PLC

United States n/a 1,199 TRADE

2 11/27/12 FleetPride Inc United States TPG Capital United States n/a 1,000 FIN

3 12/19/12 Metaldyne Corp United States American Securities LLC

United States 100 820 FIN

4 02/01/12 Hayes Lemmerz Intl Inc

United States Iochpe Holdings LLC United States 100 725 TRADE

5 01/31/12 Toray Tonen Specialty

Japan Toray Industries Inc Japan 50 702 TRADE

6 11/30/12 ixetic Verwaltungs GmbH

Germany Magna International Inc

Canada 100 396 TRADE

7 11/01/12 Dexter Axle Co United States Sterling Group Partners III LP

United States 100 360 FIN

8 05/21/12 Dunkermotoren GmbH

Germany AMETEK Inc United States 100 320 TRADE

9 02/29/12 Sibur-Russkie Shiny-Certain As

Russia Investor Group Italy 100 319 FIN

10 05/31/12 Guilford Mills Inc United States Lear Corp United States n/a 257 TRADE

* Value of Transaction represent total funds raised by Fisker Automotive through multiple rounds of fi nancing during H1 2011

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Looking ahead

While M&A recovery and growth in the automotive sector have been constrained by signifi cant challenges in the global macroeconomic environment, we see signs of growth in the next few years. PwC’s positive outlook for M&A stems from the fact that the global automotive sector is expected to add nearly 30 million units between 2012 and 2019. We believe M&A will remain steady with continued activity while some dealmakers with capital stay on the sidelines.

Key factors that we predict to spark automotive M&A growth are:

• High levels of liquidity on corporate balance sheets.

• Strategic initiatives to expand market share and grow customer, technological and product portfolios.

• Resolution of the EU’s sovereign debt issues of member states.

• Strong economic recovery and pent-up demand in developed countries such as the US.

• Resumption of trendline economic growth in China and India.

Global light vehicle assembly outlook2000–2019

Sources: PwC Autofacts Q1 2013 Release, Thomson Reuters and other publicly available sources, PwC Analysis

0

10

20

30

40

50

60

70

80

90

100

110

20192018201720162015201420132012201120102009200820072006200520042003200220010

100

200

300

400

500

600

700

800

900

Global light vehicle assembly outlook Automotive M&A deal volume (R-Axis)

Ass

emb

ly v

olum

es (m

illio

ns)

Dea

l vol

umes

621

515588

584 594 604

549

532

594

520

79 83 89 95 99 102 105 10675725866695856 65635553

490

462

2012 - 2019 CAGR = 4.4%

Page 17: PwC 2012 Automotive M&A Insights - Driving Value

2012 Automotive Insights 15

Contacts

To have a deeper discussion about our point of view on automotive M&A, please contact:

Authors

US Automotive Transaction Services LeaderPaul Elie—+1 (313) 394 [email protected]

Director, Automotive Transaction ServicesHarry Gruits—+1 (313) 394 [email protected]

Experienced Associate, Automotive Transaction ServicesChristopher Becker—+1 (313) 394 [email protected]

Automotive transaction services

BrazilHumberto Tognelli—+55 (11) 3674 [email protected]

CanadaDamiano Peluso—+1 (416) 814 [email protected]

China Malcolm McDonald—+86 (10) 6533 [email protected]

France Philippe Couderc—+ 33 (1) 5657 [email protected]

GermanyMartin Schwarzer—+49 (0) 69 9585 [email protected]

India Sanjeev Krishan—+91 (12) 4330 [email protected]

ItalyFrancesco Giordano—+39 348 [email protected]

JapanTaizo Iwashima—+81 (3) 6266 [email protected]

UK Jason Wakelam—+44 (0) 77 1471 [email protected]

USPaul Elie—+1 (313) 394 [email protected]

Automotive leadership

Global Automotive LeaderRichard Hanna—+1 (313) 394 [email protected]

Asia Pacifi c Automotive LeaderThomas McGuckin—+86 (21) 2323 [email protected]

European Automotive LeaderFelix Kuhnert—+49 711 25034 [email protected]

U.S. Automotive Advisory Leader Brian Decker—+1 (313) 394 [email protected]

Global Automotive Advisory LeaderDietmar Ostermann—+1 (313) 394 [email protected]

Page 18: PwC 2012 Automotive M&A Insights - Driving Value

16 PwC

Corporate fi nance

CanadaDamian Peluso—+1 (416) 814 [email protected]

GermanyMartin Schwarzer—+49 (69) 9585 [email protected]

ItalyMarco Tanzi Marlotti—+39 (02) [email protected]

JapanTaizol Iwashima—+81 (3) 6266 [email protected]

UKDarren Jukes—+44 (20) 7804 [email protected]

USMike Milani†—+1 (312) 298 [email protected]

Automotive marketing and knowledge management

Global and U.S. Automotive Marketing LeaderKristin McCallum Ritter—+1 (313) 394 [email protected]

Automotive Marketing ManagerMeghan Bested—+1 (313) 394 [email protected]

Automotive Central Cluster ManagerBirge Kanzleiter—+1 (313) 394 [email protected]

Automotive Marketing Manager ChinaDiva Firoozi—+86 (21) 2323 3965diva.fi [email protected]

†Corporate Finance services in the US are performed by PricewaterhouseCoopers Corporate Finance LLC (“PwC CF”), a registered broker dealer. PwC CF is owned by PricewaterhouseCoopers LLP, a member fi rm of the PricewaterhouseCoopers Network, and is a member of FINRA and SIPC.

Page 19: PwC 2012 Automotive M&A Insights - Driving Value

2012 Automotive Insights 17

Global reach

About Autofacts®

Autofacts, PwC’s automotive forecasting service, is a provider of automotive market analysis, strategy development, and competitive intelligence to the world’s leading vehicle manufacturers, automotive suppliers, and support organizations. Autofacts service offerings are available on-demand, for one-time purchase and through an annual subscription basis to access the on-line portal with Autofacts’ proprietary data query tool. For more information regarding Autofacts, please visit their website at www.autofacts.com.

About the Transaction Services Practice

The PwC’s Transaction Services practice provides due diligence on both the buy and sell side of a deal, along with advice on M&A strategy, valuation, accounting, fi nancial reporting, and capital raising. For companies in distressed situations, we advise on crisis avoidance, fi nancial and operational restructuring and bankruptcy. With approximately 1,000 deal professionals in 16 cities in the US and over 6,000 deal professionals in over 90 countries, experienced teams are deployed with deep industry and local market knowledge, and technical experience tailored to each client’s situation. Our fi eld-proven, globally consistent, controlled deal process helps clients minimize their risks, progress with the right deals, and capture value both at the deal table and after the deal closes.

“PwC was recognized as having the largest Transaction Advisory Services Practice by revenue. PwC was also named a “Vanguard” fi rm and recognized by Kennedy as having the highest breadth and depth of service capabilities”.

Source: Kennedy; “Transaction Advisory Consulting Marketplace Report 2009–2012”; © BNA Subsidiaries, LLC. Reproduced under license.

Page 20: PwC 2012 Automotive M&A Insights - Driving Value

Visit our automotive industry website at www.pwc.com/auto

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