PwC Deal Accelerator 2009/2010

Transactions

3

PwC Deal Accelerator 2009/2010 Introduction

IntroductionDespite an extremely challenging environment, PricewaterhouseCoopers (PwC) succeeded in bringing innovative integrated solutions to its clients in the German mergers and acquisitions (M&A) market in 2009. In particular, the financial crisis has meant that the old ways of doing deals are dead – at least for the time being. It is now essential to be fast and flexible when advising clients while ensuring that a full range of disciplines and skills are brought to the table.

Our approach at PwC has therefore been to bring the whole weight of our experience to bear on our transactions advice. In doing so, we have married traditional financial advisory advice with our unique strategic and industry expertise; we have combined expertise in restructuring with knowledge of the buyer universe for distressed companies; and we have used our operational and production specialists to identify and solve shop floor issues that will impact value for buyers and sellers alike. It has been this ability to roll up our sleeves and solve complex, inter-connected problems that we believe has differentiated PwC over the last 18 months.

The PwC Deal Accelerator documents major M&A deals last year involving our transactions teams across disciplines and industries. Looking ahead to 2010 and beyond, we expect that the market for M&A deals, including private equity, will come out of these turbulent times and slowly recover.

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PwC Deal Accelerator 2009/2010Contents

ContentsIntroduction .................................................................................................. 3

Automotive ................................................................................................... 5

Energy .......................................................................................................... 9

Financial Services .......................................................................................12

Healthcare ...................................................................................................15

Retail & Consumer ......................................................................................18

Technology, Media & Telecoms ..................................................................21

Further industries ........................................................................................24

About us ..................................................................................................... 29

Contacts ..................................................................................................... 30

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PwC Deal Accelerator 2009/2010 Automotive

The automotive industry got swept up in the maelstrom of the global financial crisis, hit by a wave of bankruptcies among suppliers. Even those at the top of their class have not been spared. In 2009, PwC supported the automotive industry in developing strategies for growth during perhaps the most difficult time in its history. Our team advised its clients on a wide range of issues relating to M&As and restructurings, especially financing, deal structuring, due diligence, tax issues, valuations, accounting, sale and purchase agreement (SPA) advice, and post-merger integration.

Automotive

6

PwC Deal Accelerator 2009/2010Automotive

their strategic partnership, and plan to begin producing and selling trucks in Russia in the first quarter of 2010.

TeamPwC Germany: Felix Kuhnert, Martin Theben, Klaus Bernhard, Alexander Unfried, Clive AdendorffPwC Central & Eastern Europe: Mark Okes-Voysey, Ekaterina Zalogina, Dmitry Begin, Artem Petrukhin, Anna Bakayeva, Martijn Peeters

Daimler Trucks – Acquisition of shares in KAMAZBackgroundDaimler Trucks entered into a strategic partnership with KAMAZ, Russian Technologies and the leading Russian investment bank Troika Dialog in 2008 when it acquired a 10% stake in KAMAZ. In 2010, Daimler AG and Troika Dialog strengthened the former’s role in Russian truck manufacturer KAMAZ through the acquisition of 5% of shares held by Troika Dialog. PwC provided expert knowledge in various substantial due diligence services and structuring issues for Daimler.

Focus of advice

Financial due diligence and structuring•

Tax due diligence and structuring•

Business plan review•

ResultThis acquisition is another milestone towards opening up the Russian market with its promising growth opportunities. It will allow Daimler Trucks to further expand its global presence. Daimler Trucks and KAMAZ have established initial joint venture projects as part of

Plastal GmbH – Sale of Plastal’s German business to Faurecia SA

prepared a restructuring fact book, assisted in the implementation of identified restructuring measures, and carried out a structured auction process with strategic and financial investors.

TeamMartin Schwarzer, Wilfried Böckmann, Philipp Gebhard, Thomas Steinberger, Sven Hofmann

BackgroundFrench car parts supplier Faurecia SA agreed to acquire the German business of Plastal, a leading tier-one supplier of thermoplastic exterior parts to the automotive industry. Plastal Germany had sales of €412m in the 2009 financial year and employs more than 2,000 staff at six sites in Germany. The company was formerly part of the Swedish Plastal group and filed for insolvency in March 2009 subsequent to the bankruptcy of the parent company. PwC acted as exclusive financial adviser to Dr Beck & Partner, Plastal GmbH’s insolvency administrator.

Focus of advice

M&A lead advice•

Business recovery services•

ResultThe client benefited from the integrated, hands-on approach of PwC’s restructuring services in combination with M&A sell-side advice. PwC

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PwC Deal Accelerator 2009/2010 Automotive

2009

Volkswagen AG

Financial and tax due diligence, tax and deal

structuring by

PWC

2008–2009

Robert Bosch GmbH

Vendor assistance by

PWC

2008–2009

Volkswagen AG

Vendor assistance by

PWC

2009

Solera Holdings Inc, San Diego

Financial and tax due diligence by

PWC

2009

Karmann GmbH

Business model analysis and business plan reviews by

PWC

2009

Motherson Sumi Systems Ltd

Tax structuring, financial advice, and legal and

financial due diligence by

PWC

Proposed merger with Porsche SE, acquisition of 49.9% of Porsche AG

and acquisition of Porsche Holding GmbH

Sale of Blaupunkt subsidiary to AURELIUS AG

Sale of Volkswagen Caminhões e Ônibus

Indústria e Comércio de Veículos Comerciais Ltda (Volkswagen Truck & Bus)

to MAN AG

Acquisition of AUTOonline GmbH Informationssysteme

Advice to the insolvency administrator and the

management team

Acquisition of Visiocorp Group (formerly known as

Schefenacker)

Further projects

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PwC Deal Accelerator 2009/2010Automotive

2009

Tyrol Equity

Financial, tax and legal due diligence by

PWC

2009

Eugen Trost GmbH & Co KG

Financial and tax due diligence by

PWC

2009

Henniges Automotive GmbH

Financial lead advice and restructuring advice by

PWC

Acquisition of SUSPA Holding

Merger of Trost Group and KSM Group

Advising the insolvency administrator on the sale

of Henniges to Ruia Group (India)

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PwC Deal Accelerator 2009/2010 Energy

Unbundling, increasing grid regulation, utilities consolidation, emission certificates, new players in the market: The list of pressures and challenges facing the energy industry is significant. Over the last year, our sector and regulatory specialists have been involved in almost all transactions in one of the few M&A sectors that has remained relatively untouched by the economic crisis.

Energy

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PwC Deal Accelerator 2009/2010Energy

“By combining the networks of TenneT and transpower, the first cross-border power network has been created in Europe. This is another important step towards an integrated European power market.” Wulf Bernotat, CEO of German power utility E.ON

E.ON AG – Divestment of transpower stromübertragungs gmbh

TeamJörg Bredy, Martin Festerling, Folker Trepte, Hendrik Fink, Dr Jan-Philipp Sauthoff, Nils Klüssendorf, Michael Schulz

BackgroundFollowing pressure from the European Commission, E.ON was forced to sell its extra-high-voltage distribution network to avoid an antitrust charge alleging that it had abused its market power to increase energy prices. The network was transferred into a separate entity and sold to TenneT BV, the Dutch state-owned network operator, for €885m.

Focus of advice

Carve-out audit•

Vendor assistance•

Vendor due diligence services•

ResultBy separating power generation from distribution, the antitrust authorities intend to increase competition between energy companies.

Integra/KOM9 – Acquisition of Thüga AGResultThe Thüga transaction significantly changes the German market for energy and water supply and is expected to further increase competition. Today, Thüga is the fifth-largest energy concern in Germany after E.ON, RWE, EnBW and Vattenfall. The Thüga share-holders aim to develop a powerful network that can lower costs and invest in major energy and water projects.

TeamRoman Wollscheid, Alexander Meinert, Dr Jan-Philipp Sauthoff, Frank Leiber, Anja Trimborn

BackgroundWith Thüga, E.ON combined some 100 minority shareholdings in municipal utilities. Thüga offers energy services, deals with gas and energy, and generates revenues of €630m. But most appealing is the sales power of the Thüga shareholdings. The Thüga group companies together have a combined turnover of €16.4 billion and supply 2.9m customers with gas and 3.5m customers with power.

Thüga was bought by a consortium of regional energy companies for approximately €2.9 billion. Mainova, Stadtwerke Hannover and N-ERGIE each acquired 20.75%, while KOM9, a group of 45 minor municipal utilities, took over the remaining 37.75%.

Focus of advice

Integrated buy-side due diligence•

Regulatory advice•

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PwC Deal Accelerator 2009/2010 Energy

2009

E.ON AG

Vendor assistance services and buy-side financial due

diligence services by

PWC

2009

EWE AG

Vendor assistance by

PWC

2009

EWE AG

Deal advice and buy-side financial due diligence by

PWC

Power plant asset swap with Electrabel SA Sale of 26% stake to EnBW

Acquisition of Stadtwerke Bremen AG (51%)

Further projects

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PwC Deal Accelerator 2009/2010Financial Services

In 2008/2009, the financial-services sector continued to see heavy deal activity, driven mainly by bailouts and consolidation. Our market-leading banking team was instrumental in advising various large German banks on the “good bank, bad bank” debate, which we believe will fuel the M&A market in this sector for some time to come. We were also involved in advising the German government’s body for financial stabilisation, the Sonderfonds Finanzmarktstabilisierung, or SoFFin.

Financial Services

13

PwC Deal Accelerator 2009/2010 Financial Services

SoFFin – Acquisition of Hypo Real EstateTeamDr Daniel Knüsel, Jürgen Breisch, Dr Peter Bartels, Kerstin Höhn, Stefan Rülle

BackgroundIn a first step, the German government, through SoFFin, acquired 90% of the shares of Hypo Real Estate Holding AG (HRE), a listed German-based mortgage bank. In a second step, according to the provisions of the Stock Corporation Law (Aktiengesetz, or AktG) and the Financial Market Stabilisation Acceleration Act (Finanzmarktstabilisierungsbeschleunigungsgesetz, or FMStBG), SoFFin completed a squeeze-out of minority shareholders. PwC was engaged by SoFFin to provide an expert opinion on HRE’s value and the amount of adequate cash compensation to be paid to minority shareholders.

Focus of advice

Valuation•

Support during the shareholders’ meeting•

ResultThe client benefited from the state-of-the-art valuation of HRE in a difficult market environment.

Hesse Newman – Acquisition by GRENKELEASINGBackgroundGRENKELEASING AG in Baden-Baden, a listed IT equipment leasing company, agreed to acquire Hesse Newman & Co AG, a Hamburg-based private bank, from Hesse Newman Capital AG, a listed closed-end fund originator also in Hamburg. PwC acted as exclusive financial adviser to Hesse Newman Capital AG and supported the seller throughout the process, beginning with the identification of potential investors and concluding with the signing of a sale and purchase agreement.

Focus of advice

M&A lead advice•

Valuation•

ResultThe client benefited from PwC’s global M&A network and the team’s deep insight into the relevant investor market (strategic and financial buyers) in the midst of the financial crisis. The strong banking industry expertise of the PwC team ensured a structured

and concise information flow to the investors during marketing and due diligence. Pricing scenarios for the transaction and creative solutions to key deal issues provided the client with reliable decision and negotiation support.

TeamDr Daniel Knüsel, Dr Ralf Hafner, Tansu Yolacaner, Thomas Rossmanith, Jörg Jünger

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PwC Deal Accelerator 2009/2010Financial Services

2008

Deutsche Postbank AG

Vendor assistance by

PWC

2009

SCHUFA Holding AG

Strategic advice, valuation, commercial, financial and tax

due diligence, financial advice by

PWC

2009

Ingencio SA

Valuations, purchase price allocation (PPA), financial due diligence, technical

accounting services and SPA advice by

PWC

Acquisition of a 29.75% stake in Deutsche Postbank

by Deutsche Bank AG

Joint venture company with Creditinfo Group hf (Iceland)

Acquisition of easycash Beteiligungen GmbH from

Warburg Pincus

Further projects

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PwC Deal Accelerator 2009/2010 Healthcare

Healthcare markets continue to face heavy regulation, rising costs and the demand for efficiency and consolidation. In 2008/2009, PwC advised hospital groups, non-profit organisations and private equity funds on a number of transactions in Germany and across Europe.

Healthcare

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PwC Deal Accelerator 2009/2010Healthcare

Eureko BV – Sale of Euroclinic and Euroclinic Children’s Hospital in Athens to Global Finance

banking documentation with the debt providers in an increasingly challenging business environment, the deal was closed at the end of 2008.

TeamDr Alexander von Friesen, Richard Eberle

BackgroundEureko BV, a leading insurance company in the Netherlands, sold both Euroclinic Athens, a hospital specialising in cardiology, cardiac surgery and neurosurgery, and Euroclinic Children’s Hospital to the Greek private-equity investor Global Finance. Patients insured by Interamerican Greece, a 100% subsidiary of Eureko, account for a high percentage of revenues for these hospitals. Thus, a complex Healthcare Service agreement for the period after the separation of the hospitals from the insurance company had to be drafted. PwC advised Eureko on this transaction.

Focus of advice

M&A lead advice•

Debt advisory•

ResultPwC led the extensive discussions between all the parties involved. The discussions were required by the Healthcare Services agreement. After having agreed the

Palamon Capital Partners – POLIKUM GmbHfor sale, and given the relatively new structure available to medical centres (Medizinisches Versorgungszentrum) and the managed care contracts in place, there were no comparable deals in the market. Specia list healthcare knowledge and in-depth transaction experience were required. PwC sifted through the vast amount of data to find meaningful key performance indicators in order to support the client in its investment decision, which was a major benefit to the transaction. The team also developed an efficient taxation structure.

TeamSteven Roberts, Tobias Klimpe, Klaus Schmidt, Till Quasten, Harald Maas

BackgroundPalamon Capital Partners provided growth capital to POLIKUM GmbH, a German health clinic operator. POLIKUM provides a broad range of outpatient treatments in a cost-efficient way. The company currently operates three large health clinics in Berlin and plans to open a number of similar clinics in other major German cities in the next few years. POLIKUM was founded in 2004 by Dr Wolfram Otto, a practising physician who continues to build the business as CEO and majority owner. PwC advised Palamon Capital Partners on this transaction.

Focus of advice

Financial due diligence•

Tax due diligence•

Tax structuring•

ResultPOLIKUM is a strongly growing company in its post start-up phase that needed growth capital to expand to other major German cities. The target was not prepared

17

PwC Deal Accelerator 2009/2010 Healthcare

2009

MTG Malteser Trägergesellschaft gGmbH

M&A lead advice, legal and tax advice by

PWC

2010

A vendor

Financial advice by

PWC

2009

City of Calbe

Financial advice by

PWC

2009

A bidder

Financial advice by

PWC

2009

A bidder

Financial advice by

PWC

2010

County of Schwandorf

Financial advice by

PWC

Sale of two hospitals in the cities of Hamm and Jülich to Caritas and St.

Franziskus Stiftung

Sale of an IT provider to a health insurance provider Sale of FUTURELAB Sale of KMG Kliniken

(aborted)

Sale of three municipal hospitals to Asklepios

Kliniken

Sale of a municipal geriatric clinic to AWO Krankenhaus-

betriebsgesellschaft

Further projects

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PwC Deal Accelerator 2009/2010Retail & Consumer

The retail and consumer industry has not been spared by the global financial crisis – indeed, it has been faced with issues like insolvencies, cash management and restructurings. PwC advised both corporate clients and private equity funds on their M&A activities in this market.

Retail & Consumer

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PwC Deal Accelerator 2009/2010 Retail & Consumer

METRO Group – Divestment of Adler Modemärkte GmbHTeamDr Christian Wulff, Denitza Weismantel, Conor Larsen, Titus Brose, Dr Jan Becker

BackgroundAdler Modemärkte GmbH is a German clothing retailer focusing on customers aged 45 and over. The company had 120 stores in Germany, Austria and Luxembourg, and generated a turnover of €464m. As Adler was in a restructuring situation and did not belong to the core strategy of its parent company, METRO Group, the latter decided to divest it. Adler was acquired by the Luxembourg-based private equity company BluO. PwC advised METRO management on this transaction.

Focus of advice

Financial and commercial vendor assistance •

Tax assistance•

ResultPwC contributed to ensuring a smooth transaction process by carefully analysing key areas, advising and assisting METRO Group in resolving identified issues, and providing potential investors with transparency on complex matters.

Intersport eG – Acquisition of 50% of SABU Schuh-Verbund eG

Valuation services including scenario planning and •synergy appraisal

ResultThe combination of sector knowledge, product expertise and a hands-on approach provided Intersport with the necessary information to conduct effective negotiations and conclude the transaction in an efficient manner.

TeamDr Christian Wulff, Conor Larsen, Mareike Lechner, Dr Natalie Parvis-Trevisany

BackgroundIntersport, the international sportswear retailing group, acquired a 50% stake in SABU Schuh & Marketing GmbH, the operating business of SABU Schuh-Verbund, the second-largest German footwear alliance. SABU Schuh-Verbund’s members are 800 shoe retailers with 1,200 shops and a combined turnover of €800m. Intersport’s 1,200 German members generated sales of more than €2,400m in 1,400 Intersport shops in Germany. Both companies expect synergies in purchasing, especially of sport shoes, in the develop ment of new sales and marketing concepts, and in service to its members and back-office functions. PwC advised Intersport management on this transaction.

Focus of advice

Market analysis •

Business plan analysis•

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PwC Deal Accelerator 2009/2010Retail & Consumer

2009

Bell Holding AG

Financial, IT and tax due diligence, and pension

advice by

PWC

2009

Sambonet Paderno Industries SpA

Financial and tax due diligence by

PWC

2009

ESCADA AG

Vendor services by

PWC

2009

AXA Private Equity

Financial due diligence by

PWC

2009

Uniq PLC

Vendor services and tax fact book by

PWC

Acquisition of ZIMBO Fleisch- und Wurstwaren

GmbH & Co KG and Abraham GmbH

Acquisition of the assets of Rosenthal GmbH

Divestment of Primera Group

Acquisition of Home Shopping Europe GmbH &

Co KG

Divestment of Nadler Feinkost GmbH

Further projects

21

PwC Deal Accelerator 2009/2010 Technology, Media & Telecoms

2009 was a roller-coaster year, and no one predicted that the impact of the global credit crunch would be as deep or as dramatic as it was. Levels of M&A activity in the technology, media and telecoms (TMT) sectors dropped significantly, both in terms of the volume and the value of the deals, whereas the level of restructurings and refinancing was on the rise. PwC’s TMT team was busy helping clients secure and position their businesses to take advantage of the coming upturn and helping them develop their strategies and business models.

Technology, Media & Telecoms

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PwC Deal Accelerator 2009/2010Technology, Media & Telecoms

“The cooperation with PwC worked very smoothly. The team was highly experienced and gave us excellent support, not only by clarifying technical questions but also by facilitating communication with our Japanese partners via the PwC network.” Joachim Zichlarz, Chief Financial Officer of EPCOS AG

TDK Corporation – Acquisition of EPCOS AGand completed the valuations on time so that our client met all necessary requirements. A deep understanding of Japanese culture on account of the knowledge and experience of our Japanese colleagues helped support our client in dealing with cultural differences. The acquisition of EPCOS enabled TDK to strengthen its position, especially in the important strategic European markets, and to expand its product portfolio.

TeamPwC Germany: Simon Kenyon, Eckhard Späth, Nicolaus Thöns, Tom Martin, Andreas Grün, Mark Milham, Michael Kramer, Tom Lewis, Jochen Fecher, Ivona Matura, Tobias Haerle, Dr Sebastian BaumannPwC Japan: Koji Oda, Hayato Sakonju, Fumiko Amano

BackgroundTDK Corporation of Tokyo had acquired, directly and indirectly, more than 95% of the issued share capital of EPCOS AG in Munich and initiated a squeeze-out of minority shareholders. EPCOS achieved sales of €1,476m in the year ended September 2008 and employs more than 21,000 staff worldwide. PwC advised TDK and EPCOS on this transaction. After the acquisition, TDK started carving out its relevant passive components business and combining it with the relevant EPCOS business into a new company named TDK EPC Corporation.

Focus of advice

Financial due diligence•

PPA•

Squeeze-out and related valuations•

Other related services•

ResultWe provided our client with one-stop services from experienced professionals who understand the industry,

Golden Gate Capital – Acquisition of the wireline division of Infineon AG

ResultWe provided Golden Gate Capital with an international team with deep experience in the sector and assisted in many aspects of the transaction including financial and HR aspects and tax structuring in a number of different jurisdictions across the globe.

TeamPwC Germany: Philip Grindley, Frank Wagner, Dr Lars Lawall, Ralph Hack, Clive Adendorff, Ulla KunißPwC US: Ben Gillikin, Mikael Rahm, Katherine Raymond, Jeannine Jacobs, Colin Shaw

BackgroundInfineon Technologies AG agreed to sell its Wireline Communications business to an affiliate of the US-based investor Golden Gate Capital for €250m. This divestiture enables Infineon to focus on expanding its leading technological position in three key sectors: energy efficiency, communications and security. With the sale, Infineon will also be able to focus its resources on the remaining four segments of automotive, industrial and multimarket, chip card and security, and wireless solutions.

Focus of advice

Financial due diligence•

Tax due diligence•

Operational due diligence•

HR due diligence•

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PwC Deal Accelerator 2009/2010 Technology, Media & Telecoms

2009

Unitymedia

M&A tax advice by

PWC

2009

freenet AG

Commercial, financial and tax vendor due diligence by

PWC

2009

Triton

Financial, pensions and tax due diligence, and tax

structuring by

PWC

2009

A German development bank

Commercial buy-side due diligence by

PWC

2009

capiton

Commercial and IT due diligence by

PWC

Sale of Unitymedia to Liberty Global

Sale of STRATO AG to Deutsche Telekom AG

Acquisition of Dunkermotoren

Advice on a West African submarine fibre-optic cable company (Main-One Cable

project)

Acquisition of RTS Group

Further projects

24

PwC Deal Accelerator 2009/2010Further industries

PwC’s transactions team regularly assists clients across a range of industries with all aspects of M&As.

Further industries

25

PwC Deal Accelerator 2009/2010

Silverfleet Capital – Acquisition of Kalle Group from Montagu Private Equity

uncertainty in financial markets at the time, to prepare the financing banks in advance of potential investors being approached. This enabled a banking group to be established in order to provide comfort to investors pursuing this investment opportunity.

TeamSell side: Steven Roberts, Glenn McBride, Jörn Grage, Helmut JustusBuy side: Klaus Schmidt, Jana Riedel, Till Quasten

BackgroundSilverfleet Capital acquired Kalle, the global manufacturer of artificial sausage casings and sponge cloths, from Montagu Private Equity. The 2009 deal is the first investment from Silverfleet’s new €665m fund and was one of the largest mid-market private equity deals since the onset of the financial crisis. Kalle generated sales of around €200m in 2009 and operates sites in 10 countries. PwC advised Montagu and Silverfleet on a wide range of issues relating to the transaction.

Focus of advice

Financial vendor due diligence for Montagu/Kalle•

Tax due diligence/structuring/modelling for Silverfleet•

SPA advice for Silverfleet•

ResultBeyond the usual benefits of a thorough vendor due diligence report, it was paramount, given the

Further industries

“The financial vendor due diligence performed by PwC was a key factor in receiving adequate financing during the sales process. It was extremely helpful in managing our internal resources throughout the buyout. With its excellent team PwC contributed to a professional process.” Dr Stefan Schwenkedel, Chief Financial Officer of Kalle GmbH

TUI Travel PLC Group (TUIfly) – Strategic alliance with Air Berlin PLC

Stuttgart and Italy – and is able to expand its European and German transport network.

TeamGeorg Dukek, Roman Pfützenreuter, Kai Hesselmann, Christoph Monnet, Peter Reipen, Michael Knieps, Armin Albat, Uwe Aufderheide

BackgroundAs part of a strategic alliance, TUI Travel PLC Group (TUI Fly) and Air Berlin PLC Group signed a cross-shareholding agreement: A subsidiary of TUI Travel acquired 19.9% of shares in Air Berlin – and conversely, Air Berlin acquired 19.9% of shares in Hapag-Lloyd Fluggesellschaft mbH, which operates flights under the name TUIfly. PwC assisted TUI Travel in forming this strategic alliance.

Focus of advice

Financial due diligence•

Commercial due diligence•

Corporate treasury and risk management solutions•

Valuation advice•

ResultAs part of this alliance, Air Berlin obtains access to three economically interesting markets – Cologne,

“This corporate alliance will strengthen both companies, allowing them to expand their position in an increasingly consolidated European aviation market.” Joachim Hunold, CEO of Air Berlin

26

PwC Deal Accelerator 2009/2010Further industries

“Morton Salt offers us an outstanding opportunity to considerably expand the K+S global salt business within the framework of our growth strategy.” Norbert Steiner, Chairman of the Board of Executive Directors of K+S Aktiengesellschaft

K+S – Acquisition of Morton InternationalResultFor K+S the acquisition means excellent growth opportunities in the global salt business. K+S becomes the world’s leading salt producer and gains access to new and less volatile de-icing salt regions. The acquisition strengthens the entire K+S Group in Europe and overseas.

TeamPwC Germany: Bernhard Möller, Matthias Bühler, Volker Booten, Andreas Mackenstedt, Anette Exner, Dr Volker Fitzner, Karsten Ganssauge, Magnus Sprenger PwC US: Jason Silverman, Hector Mislavsky, Aaron SanAndres, Edward Quintana, John Merrigan

BackgroundGerman DAX-30 group K+S Aktiengesellschaft, one of the world’s leading suppliers of specialty and standard fertilizers, plant-care and salt products, acquired all shares of its US competitor, Morton International Inc, from Rohm and Hass, a subsidiary of the Dow Chemical Company. PwC assisted with the $1.7 billion transaction.

Focus of advice

Financial due diligence•

Tax due diligence and structuring•

HR due diligence•

IT due diligence•

Support with the closing balance sheet•

PPA•

IFRS conversion•

Valuations•

HR integration•

“We have achieved the objectives of our comprehensive tender and are certain that with an experienced partner at our side, the project will really take off over the next few years.” Detlev Höhne, member of the board of Stadtwerke Mainz

Stadtwerke Mainz – Joint venture with Vivico and establishment of Zollhafen Mainz GmbH & Co KG

ResultVivico Real Estate GmbH was selected from over 20 bidders. Vivico and Stadtwerke Mainz then founded a joint corporation, Zollhafen Mainz GmbH & Co KG, which is to take over the project’s business operations and develop and market the new urban waterfront.

TeamThomas Veith, Eva Hanz, Martin Käppel, Dr Sebastian Ulbrich, Dr Michael Bierle, Dr Holger Heinbuch, Dr Konstantin Kortmann, Dr Oliver Klein

BackgroundZollhafen Mainz is to become one of the largest urban waterfronts in Germany. Residential areas, office buildings, retail centres and recreational areas are to be built over the next few years. The owner of the real estate is the municipal utility company Stadtwerke Mainz. In order to develop the area, Stadtwerke Mainz looked for a strategic partner. PwC assisted the municipal utility company in this process, among other things, conducting market sounding, preparing and implementing the EU-wide tender, advising on legal and tax issues, and assisting in negotiations.

Focus of advice

M&A lead advice•

Financial modelling services•

Tax structuring•

Legal advice•

SPA advice•

27

PwC Deal Accelerator 2009/2010 Further industries

KITZ Corporation – Acquisition of Perrin GmbHResultIn this cross-border transaction the client benefited from PwC’s in-depth local market knowledge as well as from established relationships with trusted Japanese consultants from PwC’s international network. PwC’s M&A and due diligence teams successfully guided KITZ through the auction process, efficiently identifying and evaluating key issues throughout the transaction and integrating them into a targeted negotiation strategy.

TeamPwC Germany: Martin Schwarzer, Stefan Frühauf, Matthias Bühler, Verena Egert, Hansjoachim Köhler, Christian Goertz, Nicole Dehnhard, Silke Kober, Dirk Fischer, Christian RafflenbeulPwC Japan: Matthew J. Wyborn, Isamu Funabiki

BackgroundKITZ Corporation, a listed Japanese valve maker with sales of €989m in 2008/2009, acquired the German-based ball valve maker Perrin and its parent holding company, NORD Armaturen, from private equity company NORD Holding. Through the acquisition, KITZ Corporation intends to strengthen its presence in Germany, further penetrate the market for specialty valves, and take advantage of significant synergies in sales and distribution. PwC was exclusive financial adviser to KITZ Corporation.

Focus of advice

M&A lead advice•

Financial due diligence•

Tax due diligence•

SPA advice•

Negotiation support•

28

PwC Deal Accelerator 2009/2010Further industries

2009

POSSEHL SPEZIALBAU GMBH

Financial due diligence and tax advice by

PWC

2009

Cintas Corporation

Financial and tax due diligence by

PWC

2009

Hewitt Associates GmbH

Financial due diligence, tax due diligence, structuring and

SPA advice by

PWC

2009

Sylvan Learning Group

Vendor assistance and financial and tax fact book by

PWC

2009

Nikkiso Co Ltd

Financial and tax due diligence, tax structuring, pre-PPA, bid and SPA support by

PWC

2009

Tekni-Plex Europe NV

Financial and tax due diligence by

PWC

Acquisition of the entire share capital of EUROQUARZ GmbH

Acquisition of all shares of the German document

destruction company Aktenmühle GmbH

Acquisition of the outstanding shares of

BodeHewitt AG & Co KG from Bayerische Hypo- und

Vereinsbank

Sale of Schülerhilfe, one of the largest providers of

private tutoring services, to Paragon Partners

Acquisition of the LEWA group from Deutsche

Beteiligungs AG, Quadriga Capital and LEWA

management

Acquisition of all assets of TOP-SEALS

Dichtungseinlagen GmbH

Further projects

29

PwC Deal Accelerator 2009/2010 About us

About usWith some 9,000 employees and a turnover of around €1.37 billion, PricewaterhouseCoopers AG Wirtschaftsprüfungsgesellschaft is one of the leading auditing and consultancy firms in Germany. Experts at 29 locations work on behalf of national and international clients of every size. The focus is on assurance and business advisory services, tax services, and deals and consulting. The company’s activities are marked by an emphasis on quality, forward thinking and timely action.

TransactionsDecision-oriented analysis and comprehensive transaction advice are the passion of over 600 transaction experts in Germany. You, too, can profit from our track record of over 1,000 successful transactions in the last 10 years.

It is the people at PricewaterhouseCoopers, our team of advisers, who make our firm unique. They possess invaluable experience and in-depth technical know-how. They know the requirements of our clients first-hand. They have an instinct for new trends and for how to quickly turn them into success.

Our focus areas at a glance

Transaction planning and M&A lead advice•

Business due diligence•

Tax structuring•

Financing•

Valuation•

Restructuring•

Post-merger integration•

Recent awards

Global Upper Mid-Market Adviser of the Year 2010 (Acquisitions Monthly •Awards)

Financial Due Diligence Adviser of the Year for Germany 2009 (ACQ •Global Awards)

Due Diligence Adviser of the Year 2008 (Acquisitions Monthly Awards)•

Mid-Market Adviser of the Year 2007 (Acquisitions Monthly Awards)•

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PwC Deal Accelerator 2009/2010Contacts

ContactsIndustries

AutomotiveFelix KuhnertPhone: +49 711 25034-3309felix.kuhnert@de.pwc.com

Chemicals & PharmaceuticalsDr Volker FitznerPhone: +49 69 9585-5602volker.fitzner@de.pwc.com

EnergyJörg BredyPhone: +49 211 981-2852joerg.bredy@de.pwc.com

Financial ServicesDr Daniel KnüselPhone: +49 69 9585-5803daniel.knuesel@de.pwc.com

HealthcareDr Alexander von FriesenPhone: +49 69 9585-5487alexander.von.friesen@de.pwc.com

Industrial ManufacturingStefan FrühaufPhone: +49 69 9585-3195stefan.fruehauf@de.pwc.com

Private EquityRichard BurtonPhone: +49 69 9585-1251richard.burton@de.pwc.com

Real EstateJochen BrückenPhone: +49 30 2636-1149jochen.bruecken@de.pwc.com

Retail & ConsumerDr Christian WulffPhone: +49 211 981-2851christian.wulff@de.pwc.com

Technology, Media & TelecomsWerner BallhausPhone: +49 211 981-5848werner.ballhaus@de.pwc.com

Transportation & LogisticsAndreas MackenstedtPhone: +49 69 9585-5704andreas.mackenstedt@de.pwc.com

Competence areas

Business Recovery ServicesDr Derik EvertzPhone: +49 69 9585-5548derik.evertz@de.pwc.com

M&A TaxDr Frank SchmidtPhone: +49 69 9585-6711frank.r.schmidt@de.pwc.com

Mergers & AcquisitionsWerner SuhlPhone: +49 69 9585-5650werner.suhl@de.pwc.com

Transaction ServicesVolker StrackPhone: +49 69 9585-1297volker.strack@de.pwc.com

Valuation & Strategy Dr Peter Bartels Phone: +49 40 6378-2170peter.bartels@de.pwc.com

© April 2010 PricewaterhouseCoopers refers to the German firm PricewaterhouseCoopers AG Wirtschaftsprüfungsgesellschaft and the other member firms of PricewaterhouseCoopers International Limited, each of which is a separate and independent legal entity.

www.pwc.de/de/a-great-deal-better