Year End Review 2010 - goetzpartnersExclusive financial advisor to Ringier Identification of the...

Year End Review 2010February 2011

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We hope you had a good start to 2011.

This Year End Review provides a summary of our M&A activities in 2010. Despite the recovery of the overall economic situation, strong exports and the boom in the BRIC countries, the European M&A market was still characterized by insecurity and low volumes. In this environment, we are glad to have accomplished a number of divestitures that went beyond expectations and to have been successful in the conclusion of a number of transactions.

Having completed more than 24 transactions in 2010, last year was one of our most successful years. For 2011, we are forecasting a significant increase in demand for companies - by trade buyers as well as financial investors. These are ideal conditions for the sale of a business. The boom in emerging markets is also trickling over to the M&A sector; in 2010, we advised selling the Hong Kong-based PR agency Porda to the French media group Havas. We foresee strong acquisition interest from the BRIC countries in 2011 and expect significant closings in ongoing processes with companies from these countries. Our long-standing Managing Director in London, Hak Yeung, who comes from Hong Kong, will focus on cross-border business with China and the Far East.

Transactions have been successfully supported in all international offices. The most successful sectors were the media, IT, energy & utilities, automotive and business services. We expect increased M&A activity in all sectors.

We strengthened our professional team in 2010. To manage the distressed M&A sector, we hired Thomas Sittel, an expert in transactions under administration and in companies suffering from financial crises. From 2011 onwards, the retail and consumer industry group will be led by Arnold Holle, who has more than 16 years of industry and investment banking experience.

Finally, we would like to thank you - our customers and business associates - for your loyal cooperation and support. We look forward to working with you in 2011.

Sincerely yours,

Dr. Stephan Goetz Dr. Gernot WunderleManaging Partner Managing Partnergoetzpartners goetzpartners CORPORATE FINANCE GmbH CORPORATE FINANCE GmbH

Dear Reader,

Highlights in 2010goetzpartners closed 24 transactions in more than seven countries with a team of about 70 corporate finance professionals in nine offices

own officesassociated offices

GERMANY Sale of majority in BEHR Group to Mahle Group Sale of Strack-Phönix-POB Group to AXA Private Equity Sale of RAG BILDUNG to TÜV NORD Acquisition of 80% in Energiepark Trelder Berg by Enovos

FRANCE Sale of Benchmark Group to CommentCaMarche Sale of liligo.com to Voayges-sncf.com, a subsidiary of SNCF Group Sale of Coyote Systems to 21 Centrale Partners and private investors

SPAIN Sale of Sanutri to Lactalis

CENTRAL AND Formation of 50/50 joint venture with Ringier and Axel Springer, EASTERN EUROPE bundling their CEE activities

HONG KONG Sale of majority stake in PORDA International (Finance) PR Group to Havas

OUR BUSINESS

OUR SERVICES

Our natural sweet spot is a transaction size between EUR 20 million and EUR 350 million. Nevertheless, we have led several multi-billion Euro transactions in recent years. By combining a local approach with a deep understanding of global market forces, we strive to create sustainable value for our clients.

Deals per volume over the last 5 years (2006 – 2010) in %

Deals per sector over the last 5 years (2006 – 2010) in %

TelecommunicationInformation TechnologyMediaEntertainmentEnergy/UtilitiesAutomotiveIndustrialsConsumer Goods/RetailOthers

up to EUR 50 millionEUR 50 m - 250 millionEUR 250 million +

Over the last five years, we have closed transactions with a total volume of more than EUR 11 billion. Our international partnerships continue to generate deal flow and provide local knowledge, expertise and close contact to relevant decision makers.

Advising shareholders and investors, both corporate and private, on how to maximize shareholder value, including:

- Identifying acquisition opportunities - Divesting of non-core and non-strategic assets - Identifying strategic and financial partners - Preparing the business for the sales process

Advising management teams on buying businesses (MBO/MBI/BIMBO)

Advising private equity companies on investment opportunities or exit strategies

60

25

15

54

66

14

2214

9

7

7

11

Client Ringier AG is the largest Swiss

media and publishing company Since 1833, Ringier has been provi-

ding information & entertainment through media channels

Ringier publishes more than 120 titles in 10 countries, operates 11 printing works, produces content for 20 TV channels and maintains 80 websites and mobile platforms

In 2009, Ringier had sales of approximately EUR 1.0 billion and over 8,000 employees

Divested businesses Ringier contributed its Eastern

European assets in the Czech Repu-blic, Hungary, Serbia and Slovakia

Axel Springer contributed its Eastern European assets in Poland, the Czech Republic and Hungary

With pro-forma sales of approxi-mately EUR 414 million in 2009 and 4,800 employees, the newly formed joint venture will be one of the leading media enterprises in Eastern Europe offering 100 print and 70 online publications

Transaction Ringier and Axel Springer announced

the foundation of a new joint com-pany, combining their operations in five Eastern European countries (the Czech Republic, Hungary, Poland, Serbia and Slovakia)

Each party will hold 50% in the joint venture, which will take the legal form of a Swiss corporation, head-quartered in Zurich

Axel Springer will make a cash contribution of EUR 50 million to the joint venture as well as a com-pensation payment to Ringier of EUR 125 million

The wide-ranging portfolio of the new joint venture will make it the region’s undisputed market leader in the segment of widely circulated tabloid dailies and one of the biggest magazine publishers

The two companies will substantially extend their strong position in these growth markets, with more than 100 print titles and more than 70 online offerings

The shareholders intend to take the joint venture public in 3 to 5 years

CASE STUDY – Joint Venture of Ringier and Axel Springer goetzpartners acted as the lead financial advisor to Ringier in the set-up of a new joint venture with Axel Springer, forming one of the leading media houses in Eastern Europe

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TIME PracticeTransactions in the telecommunications, IT, media and entertainment sectors 2010

“Together we are so well positioned in theindividual markets that we will jointly take this new company public. It will be instru-mental in shaping the future of the emerging media markets in Eastern Europe.”Christian Unger, CEO, Ringier

* goetzpartners’ client

goetzpartners’ solutions Exclusive financial advisor to Ringier Identification of the most relevant

strategic partner for the target and proposal of the deal to the client

Analysis and assessment of the media markets in the Czech Re-public, Hungary, Poland, Serbia and Slovakia as well as ongoing market dynamics and trends

Assessment of the existing business plans and subsequent valuation of the joint venture assets

Preparation of relevant materials, presentations and decision papers for the local and global manage-ment teams/supervisory board

Coordination of the transaction and due diligence processes, including a virtual data room, management presentations and Q&A sessions

Coordination of project teams and other involved advisors (e.g. lawyers and accountants) until closing

Support in developing a transaction structure and in negotiations with the joint venture partners

PORDA International (Finance) PR Group*

entered into a

Hong Kong pending

(value not disclosed)

Strategic Alliance

with Havas

itelligence*

France March 2010


acquired

51% in ADELANTE

Managers*, Orkos Capital* and Alven Capital

France September 2010


sold

Liligo.com to Voyages-sncf.com,

a subsidiary of SNCF Group

Managers* and Pléiade Investissement*

France October 2010


sold

Benchmark Group to CommentCaMarche

Ringier* formed a 50/50

CEE pending


Joint Venture

bundling CEE activities with Axel Springer

GFI Informatique*

Germany March 2010

EUR 5,200,000

sold

its German subsidiary GFI Informatik to Vision IT

Daily Mail & General Trust*

Slovakia February 2010


sold

Perex and Avizo to Florena

Coyote System* entered into a

France January 2010


Strategic Alliance

with 21 Centrale Partners and private investors

Ringier* formed a 50/50

CEE pending


Joint Venture

bundling CEE activities with Axel Springer

CASE STUDY – Energiepark Trelder Berg goetzpartners advised Enovos International on the acquisition of an 80% stake in Energiepark Trelder Berg

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Energy & Utilities PracticeTransactions in the energy and utilities sector 2010


Client Enovos International is the leading

energy supplier in Luxemburg and the surrounding region

The newly established company, created by the merger of Cegedel S.A., Soteg S.A. and Saar Ferngas AG, offers electricity and gas products as well as implements its renewable energy strategy

In 2009, Enovos International generated revenues of more than EUR 1.6 billion

Target Energiepark Trelder Berg (ETB),

based in Buchholz, runs one of the largest biogas power plant parks in Germany

The total installed capacity of 5.1 MWel and 5 MWth is sufficient to provide over 20,000 households with electricity

goetzpartners’ solutions Identification and presentation of

the investment opportunity to client Advice on the valuation of the

target and the bidding strategy Assessed the business plan of the

target including its underlying assumptions and drivers

Coordination and support in the due diligence process

Set-up and implementation of a negotiation strategy and assistance in all steps of SPA negotiations

Transaction Pure Nature Energy GmbH sold 80%

of the shares in Energiepark Trelder Berg GmbH to Enovos International

Energiepark Trelder Berg runs one of the largest biogas power plant parks in Germany with a total installed capacity of 5.1 MWel and 5 MWth, sufficient to provide over 20,000 households with electricity

The energy park was constructed based on proprietary designs and comprises three identical, highly efficient biogas plants with a capacity of 1.7 megawatt each

The seller remains a minority shareholder and continues to run the plants

“[…] the previously announced strategy of Enovos to invest a three-digit million amount in the development, construction and operation of sustainable power plants using renewable energies is underpinned by projects like this biogas plant […].”Jean Lucius, CEO, Enovos

Enovos Luxembourg*

Germany pending


acquired

100% in BKW Energie

BayWa*

Germany July 2010


acquired

94.5% of Schradenbiogas

Avelar Energy* formed a

Italy October 2010

EUR 61,000,000

Joint Venture

in the international photovoltaic market with

Enovos Luxembourg

Energie Baden-Württemberg*

Czech Republic September 2010


increased its stake

in Pražská energetika via an asset swap from

28.5% to 69.6%

Enovos Luxembourg*

France June 2010


acquired

100% in La Benâte Energies

Enovos International*

Germany January 2010


acquired

80% in Energiepark Trelder Berg

Enovos International*

Germany January 2010


acquired

80% in Energiepark Trelder Berg

Automotive PracticeTransactions in the automotive sector 2010

CASE STUDY – BEHRgoetzpartners advised BEHR Group on the disposal of a majority stake to MAHLE

10 11* goetzpartners’ client

TWB Presswerk Group* wasAlcoa*

GermanyGermany March 2010April 2010

(value not disclosed)(value not disclosed)

soldsold

to prevent (two plants) and to Cerberus (one plant)

its automotive structures and components business to

BDW Technologies

Majority in BEHR Group* was

Germany October 2010


sold

to MAHLE Group via a staged structure

Majority in BEHR Group* was

Germany October 2010


sold

to MAHLE Group via a staged structure

Client BEHR Group with headquarters in

Stuttgart, Germany, is a systems partner for the international auto-mobile industry

As specialist for air conditioning and engine cooling systems, the group is one of the world’s leading manufacturers and suppliers of original equipment for passenger and commercial vehicles

In 2009, BEHR Group generated sales of around EUR 2.5 billion with approximately 16,000 staff at 17 development locations, 28 pro-duction sites, and 12 joint ventures worldwide

“The cooperation with MAHLE in complementary product divisions provides additional growth potential for BEHR for engine-mounted components, such as exhaust gas and integrated charge air coolers. […] In doing so, we contribute signifi-cantly to reducing emissions and consumption in passenger cars and commercial vehicles.”Dr. Markus Flik, CEO, BEHR

Transaction The two Stuttgart-based automotive

suppliers MAHLE and BEHR have agreed on a transaction structure in which MAHLE will take over shares in BEHR in several stages. With this transaction MAHLE and BEHR combine their strengths and secure their position in the group of global leading automotive suppliers

The two first stages of the collabo-ration will involve a capital increase funded by MAHLE. In the first stage (2010), MAHLE will take on 19.9% of shares; in the second stage, at the beginning of 2011, the participation will be increased to 36.85%

MAHLE holds the right to purchase additional shares in BEHR by exer-cising a call option starting in 2013, thereby taking over the majority of BEHR. In addition, the current shareholders of BEHR are entitled to sell their shares to MAHLE in several steps over a period of 10 years

goetzpartners’ solutions Leading financial advisor to

BEHR Group Preparation of all transaction

documents along the process Set-up and implementation of

sale process strategy, approach of selected strategic and financial investors

Coordination of the transaction and due diligence processes for selected bidders, including a virtual data room, management presenta-tions and Q&A sessions

Support to the management team throughout the process

Sour

ce: B

EHR

CASE STUDY – Strack-Phönix-POBgoetzpartners advised the shareholders on the sale of Strack-Phönix-POB Group to AXA Private Equity

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Industrials PracticeTransactions in the industrials sector 2010

Client Strack-Phönix-POB Group –

consisting of the operating companies Strack GmbH, Phönix Armaturen-Werke Bregel GmbH and Präzisionsarmaturen Ostfalen-park Barleben GmbH – is one of the leading manufacturers of high qua-lity specialty valves for industrial applications worldwide

The group offers customized solu-tions for applications in the chemi-cal and petrochemical industries as well as in power generation

Particularly in nuclear power plant technology, the group has built up scarce competencies over the past years and is today a supplier to Areva’s hallmark project Olkiluoto 3 (OL3) in Finland

In 2009, Strack-Phönix-POB Group generated sales of approximately EUR 40 million with a workforce of approximately 250 employees

Transaction The shareholders of Strack-Phönix-

POB Group mandated goetzpart-ners to identify a strong partner who actively supports the further expansion of the group’s activities

The shareholders ultimately enteredinto an agreement with AXA Private Equity to sell a 100% stake in Strack-Phönix-POB Group at highly favou-rable terms in a difficult market environment

Along with the transaction the managing partners made signifi-cant reinvestments and now hold a minority shareholding in the newly formed group

The combination of Strack-Phönix-POB Group’s excellent technology base and strong footprint within its clients’ industries with the widespread network and financial capabilities of AXA Private Equity is expected to form the basis for significant growth potential in the medium term

“AXA Private Equity is our partner of choice with whom we will continue to pursue our growth objectives in the coming years.”Lothar Fichtner, Managing Partner, Strack-Phönix-POB

goetzpartners’ solutions Exclusive financial advisor to the

shareholders of Strack-Phönix-POB Group

Preparation of all transaction documents along the process

Set-up and implementation of sale process strategy, approach of selec-ted strategic and financial investors

Preparation of management presentations and support of the management team throughout the process

Organization and coordination of the due diligence process for selected bidders including preparation and management of data room and Q&A sessions

Coordination of various sell-side advisors

Assistance in preparation of the documentation for the sale and purchase agreement

Assistance in negotiations until signing


BEHR Group*SüdKB*, a subsidiary

of Landesbank Baden-Württemberg (LBBW)

GermanyGermany June 2010July 2010

(value not disclosed)(value not disclosed)

soldsold

60% in BEHR Industry to MAHLE Group

its 100% shareholding in Perga-Plastic to Serafin

Privat Holding

Strack-Phönix-POB Group* was

Germany July 2010


sold

to AXA Private Equity

Strack-Phönix-POB Group* was

Germany July 2010


sold

to AXA Private Equity

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Other SectorsTransactions in the consumer goods/retail, education, health care and industrials service sectors 2010

CASE STUDY – RAG Bildung

goetzpartners acted as exclusive M&A advisor to RAG Aktiengesellschaft in the sale of RAG BILDUNG Group to TÜV Nord AG

Client RAG BILDUNG Group is a com-

prehensive provider of vocational education for youths and adults

The Group operates in 4 business segments: preparatory training, vo-cational training, advanced training and personnel services; in addition, RAG BILDUNG Berufskolleg as a non-profit entity operates 4 private, fully accredited schools

Headquartered in North Rhine-Westphalia and with further locations in Saarland as well as in Eastern Germany, the Group is one of the leading providers of voca-tional education and training in Germany, employing approximately 1,500 employees in over 50 educa-tional centers

In fiscal year 2009, the RAG BILDUNG Group generated a turnover of approximately EUR 120 million

“In the new corporate environment RAG BILDUNG can develop even more successfully.”Bernd Tönjes, CEO, RAG


Transaction RAG Aktiengesellschaft has

decided to dispose of its sharehol-ding in the RAG BILDUNG Group in order to concentrate on its core activities in the area of coal mining

goetzpartners subsequently approached potential strategic and financial investors all over Europe in order to investigate the potential acquisition appetite

One major challenge over the course of the transaction has been the interdependence of the for-profit division of education and training and the non-profit schools, which have to be maintained for a certain period of time to ensure proper mining-related education for RAG Aktiengesellschaft

With the acquisition, TÜV NORD is strengthening its market presence in North Rhine-Westphalia, Saar-land, Brandenburg and Saxony. The acquisition is expected to contribute to the growth and expansion of the TÜV NORD in the education and training sector

goetzpartners’ solutions Exclusive financial advisor to

RAG Aktiengesellschaft Preparation of all transaction

documents along the process Set-up and implementation of

sale process strategy and valuation of the target

Identification and approach ofselected international strategic and financial investors

Preparation of the management presentations and support to the management team throughout the process

Organization and coordination of the due diligence process for selected bidders including prepa-ration and management of data room, Q&A and expert sessions

Preparation, organization and execution of site visits for selected bidders

Assistance in structuring the sale and purchase agreement and preparation of the respective documentation

Leading of negotiations (jointly with legal counsel) of the purchase agreement until signing

Nutrition & Santé* Chequers Capital* RSM Group* was

Spain Germany Germanypending October 2010 January 2010

(value not disclosed) (value not disclosed) (value not disclosed)

sold acquired sold

its Spanish infant and baby food division

to LactalisSilver Care Holding to EuroMaint Rail

RAG*

Germany June 2010


sold

RAG BILDUNG Group to TÜV NORD

RAG*

Germany June 2010


sold

RAG BILDUNG Group to TÜV NORD

goetzpartners CORPORATE FInAnCE Teamgoetzpartners has 22 senior professionals across Europe and about 70 corporate finance professionals in total

“Our people are the key to our success. They all share the same sense of dedication and delivery for the benefit of the client.”Dr. Stephan Goetz, Managing Partner and Founder, Munich

“Our employees are an integral part of our strategy and distinguish themselves through a high level of commitment and a genuine passion for their work, combined with a strong analytical background.”Dr. Gernot Wunderle, Managing Partner, Munich

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Hugues ArchambaultDirector, Paris

Alun SimpsonDirector, London

Peter BoesensellManaging Director, Munich

Michael A. GoehrDirector, Munich

Aurélien Lasjunies Director, Paris

Franck PortaisManaging Director, Paris

Benoit Perrin d’ArlozDirector, Paris

Dr. Thomas SittelDirector, Munich

Herbert WerleManaging Director, Zurich

José Cabrera-KabanaManaging Director, Madrid

Marc BoscheinenDirector, Munich

Martin KösterDirector, London

Ivo PoltenDirector, Munich

Eric Ward Director, London

Hak YeungManaging Director, London

Rupert CookHead of Technology, London

Vladimir MatiasManaging Director, Moscow

Dr. Henrietta Schmidt-WilkeManaging Director, Munich

OUR SENIOR PROFESSIONALS

Vaclav MatatkoManaging Director, Prague

Dr. Jan-Hendrik RöverManaging Director, Moscow

About goetzpartnersPassion, excellence, delivery – a partnership for success

With close to 200 professionals and offices in Munich, Dusseldorf, Frankfurt, London,Paris, Madrid, Moscow, Prague and Zurich as well as cooperations in Budapest, Los Angeles, New York, San Francisco, Bangalore and Mumbai, goetzpartners ranks as one of the leading independent consultancy firms in Europe. By offering profound expertise in the fields of corporate finance (goetzpartners CORPORATE FINANCE) and management consulting (goetzpartners MANAGEMENT CONSULTANTS) under one roof, goetzpartners combines deep functional expertise with a unique market approach.

goetzpartners CORPORATE FINANCE is focused on M&A, corporate finance, fairnessopinions/valuations and corporate partnering advisory. goetzpartners MANAGEMENTCONSULTANTS is specialized in the fields of strategy, organization, operational excellence, sales and marketing, restructuring and strategic due diligence.

goetzpartners stands for an innovative consulting approach and tailor-made solutionsthat are successfully implemented together with its clients.

Deal Size < EUR 1,0 billiongoetzpartner’s sectors: consumer (retail), energy, industrial products, services and industrial (electronics) Source: mergermarket, 01/01/2006 – 10/01/2011

M&A LEAGUE TABLESIn 2010, goetzpartners ranked among the top M&A advisors in its sectors of activity

European TMT transactions 2006 - 2010 per volume

Rank Company # 1 KPMG 712 Rothschild 703 Deloitte 644 Lazard 535 Ernst & Young 516 PwC 487 Deutsche Bank 428 UBS 419 JPMorgan 3310 Morgan Stanley 3211 Credit Suisse 3012 goetzpartners 3013 Goldman Sachs 2914 Grant Thornton 2915 BNP Paribas 2616 Jefferies 2617 Citigroup 2418 ING 2419 Investec 2320 ABN Amro 2021 BDO 2022 Merrill Lynch 1923 LongAcre Partners 1824 M&A International 1825 DC Advisory Partners 17

goetzpartners’ sectors Germany 2010 per volume

Rank Company # 1 goetzpartners 92 Lincoln 93 KPMG 84 PwC 75 Metzler 76 Rothschild 67 Doertenbach 48 Ernst & Young 39 Deutsche Bank 310 Deloitte 311 Klein & Coll 312 Credit Suisse 213 UBS 214 Leonardo 215 Morgan Stanley 216 UniCredit 217 Corporate Finance Partners 218 WestLB 219 MCF Corporate Finance 220 Global M&A 221 Lazard 222 Livingstone Partners 223 Mummert & Company 224 Network Corporate Finance 225 Citigroup 1

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goetzpartners Offices and Contacts

Dr. Gernot WunderlePrinzregentenstr. 5680538 Munich, GermanyT: +49 - 89 - 29 07 25 - 0

Königsallee 60 B40212 Dusseldorf, GermanyT: +49 - 211 - 600 42 - 570

Bockenheimer Landstr. 2460323 Frankfurt, GermanyT: +49 - 69 - 2 47 50 48 - 0

Hak Yeung32 Brook StreetLondon W1K 5DL, UKT: +44 - 20 - 7647 7700

José Cabrera-KabanaGta. Rubén Darío 3, 3°28010 Madrid, SpainT: +34 - 91 - 745 13 13

Vladimir MatiasPrechistensky per. 14/1119034 Moscow, RussiaT: +7 - 495 - 981 07 91

Franck Portais19, Avenue George V75008 Paris, FranceT: +33 - 1 - 70 72 55 00

Václav MatatkoMelantrichova 17110 00 Prague 1, Czech RepublicT: + 420 - 221 632 451

Herbert WerleSchwerzistrasse 68807 Freienbach/Zurich, SwitzerlandT: +41 - 055 - 4154 199

www.goetzpartners.com

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