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Global M&A UpdateFourth Quarter 2015

- 1 -Investment Banking Corporate Finance Strategy Consulting

Global Mergers & Acquisitions Update

Fourth Quarter 2015


- 2 -

6.1x

8.7x

7.9x8.2x

5.6x

6.5x6.9x

9.0x

6.0x 5.9x

8.6x

10.5x

5.9x6.6x

7.5x

8.8x

0.0x

2.0x

4.0x

6.0x

8.0x

10.0x

12.0x

US$10-25M US$25-50M US$50-100M US$100-250M

Q1 2015 Q2 2015 Q3 2015 Q4 2015

Historical Private Equity M&A Multiples (By Transaction Size)

-15.0%

-10.0%

-5.0%

0.0%

5.0%

10.0%

15.0%

J F M A M J J A S O N D

S&P 500^SPX

Dow Jones^DJI

NASDAQ^COMP

Current M&A Trends:

• Middle-market private equity reported deals’ TEV/EBITDA multiples averaged 6.5x for

TEVs between US$10-250 million.

• Equity contribution for reported middle-market private equity M&A deal funding

decreased slightly in Q4 2015 to 44.1%, down from 44.2% in Q3 2015.

• Deals involving better performers (TTM EBITDA margins and revenue growth rates both

above 10%) accounted for 56% of reported activity in 2015, well in line with the historical

average of 57%

Selected Transactions:

• Merck Kommanditgesellschaft auf Aktien, a German multinational chemical,

pharmaceutical and life sciences company, acquired Sigma-Aldrich Corporation, an

American chemical, life science and biotechnology company, for US$16.1 billion. The

transaction value represents a multiple of 19.4x EBITDA and 5.8x Revenue.

• Lockheed Martin Corporation, a global aerospace, defense, security and advanced

technologies company, acquired Sikorsky Aircraft Corporation, an American aircraft

manufacturer, for US$9.1 billion. The transaction value represents a multiple of 14.9x

EBITDA and 1.4x Revenue.

United States

US Sees Increased M&A Activity During 2015:

With total deal value at US$432 billion, Q4 2015 saw a 10.4% decrease in deal value from Q3 2015. There were 5,212 announced transactions during Q3 2015, representing a 1.9% increase

from Q3 2015. Compared to Q4 2014, deal value increased by 2.1% and deal volume decreased 4.3%. During Q4 2015, the average deal size was approximately US$193 million. The median

TEV/EBITDA multiple for disclosed deals during the quarter was 12.1x.

U.S. M&A Transactions

Corporate M&A Activity and Equity Market Performance

Sources: Capital IQ, GF Data Resources, and Mergermarket

Quarterly Equity and Debt Contributions

M&A Trends and Transactions

Private Equity-Sponsored M&A Activity

LTM Equity Market Performance (% Change)

8.2%

7.1%

6.2%


- 3 -

-40.0%

-35.0%

-30.0%

-25.0%

-20.0%

-15.0%

-10.0%

-5.0%

0.0%

5.0%


Argentinian Peso (ARS) Brazilian Real (BRL)

Chilean Peso (CLP) Mexican Peso (MXN)

-20.0%

-10.0%

0.0%

10.0%

20.0%

30.0%

40.0%

50.0%

60.0%

70.0%


Brazil^BVSP

Mexico^MXX

Argentina^MERV

Chile^IPSA

Current M&A Trends:

• The most active sectors for M&A deal volume in the region were the Financial,

Consumer Staples, and Industrial sectors.

• In Q4 2015, there were a total of three announced transactions with a TEV greater than

US$1 billion in Latin America.

• The Top 3 most active buyers/investors in the region by total transaction value were

British American Tobacco Americas Prestacao de Servicos Ltda., Antofagasta plc, and

Coty Geneva S.A. Versoix.

Latin America

Latin America M&A Sees Increased Activity, but Lower Aggregate Deal Value in 2015:

With total deal value at US$17 billion, Q4 2015 saw a 43.8% increase in deal value from Q3 2015. There were 507 announced transactions during Q4 2015, representing a 24.3% increase

from Q3 2015. Compared to Q4 2014, deal value decreased by 31.1% while deal volume increased 20.4%. During Q4 2015, the average deal size was approximately US$96 million. The

median TEV/EBITDA multiple for disclosed deals during the quarter was 13.1x.

Latin America M&A Transactions



LTM Currency Market Performance relative to U.S. Dollar


Currency and Interest Rate Performance


1.6%

-4.3%

20.1%

-0.8%

3-month 10-year 3-month 10-year

Argentina 22.39%* NA 22.00%* NA

Brazil 13.93% 12.00% 10.80% 12.10%

Chile 0.48% 4.69% 0.72% 4.78%

Mexico 3.31% 6.03% 3.31% 7.75%

*New series

Selected Short and Long-Term Interest

RatesAs of June 30, 2015

Current 1 Year Ago

1.2%

-27.1%

0.0%

-1.5%


• Editora Ática S.A., an educational book publisher based in Brazil, acquired Saraiva

Educacao Ltda., a book publishing services company also based in Brazil, for

US$181.7 million. The transaction value represents a multiple of 4.6x EBITDA.

• TOTVS S.A., the largest Latin American corporate software company, acquired

Bematech SA, Brazil’s leading commercial automation company serving retail stores,

for US$139.1 million. The transaction value represents a multiple of 15.2x EBITDA and

1.3x Revenue.


- 4 -

-20.0%

-10.0%

0.0%

10.0%

20.0%

30.0%


British Pound (GBP) Euro (EUR)

Russian Rouble (RUB) Swiss Franc (CHF)

-15.0%

0.0%

15.0%

30.0%

45.0%


England^FTSE

France^FCHI

Germany^DAXI

Russia^RTSI


Britain 0.56% 2.10% 0.55% 2.92%

France -0.01% 1.25% 0.21% 1.64%

Germany -0.01% 0.89% 0.21% 1.29%

Russia 13.60% 10.00% 9.46% 8.53%

Current 1 Year Ago



-2.5%

-10.5%

-3.0%

-2.6%

Current M&A Trends:

• The Top 3 most active European buyers/investors in Q4 2015 by total transaction size

were Wandle Holdings Limited, Macquarie AirFinance, and Bpifrance Investissement

• The most active sectors for M&A deal volume in the region were the Real Estate,

Industrial, and Consumer Discretionary sectors.

• The most active European buyers/investors in Q4 2015 by total number of transactions

were MMK-Finans Investment Company OOO (22), LLC Wings of Urals (14), and AEW

UK (9).


• Apollo Global Management, LLC, a publicly-owned investment manager, acquired

Verallia SA, a manufacturer of glass bottles and jars for the global food and beverage

industries, for US$3.2 billion. The transaction value represents a multiple of 7.4x

EBITDA and 1.2x Revenue.

• Platform Specialty Products Corporation, a global, diversified producer of high

technology specialty chemical products and provider of technical services, acquired

Alent plc, a leading global supplier of advanced surface treatment plating chemicals

and electronics assembly materials, for US$2.0 billion. The transaction value represents

a multiple of 12.7x EBITDA and 2.1x Revenue.

Europe

M&A Activity Increases and Deal Values Stay Strong in 2015:

With total deal value at US$210 billion, Q4 2015 saw a 36.0% decrease in deal value from Q3 2015. There were 5,660 announced transactions during Q4 2015, representing a 14.2% increase

from Q3 2015. Compared to Q4 2014, deal value decreased by 18.7% and deal volume increased 20.8%. During Q4 2015, the average deal size was approximately US$140 million. The


Europe M&A Transactions







8.1%

-3.2%

2.8%

5.7%


- 5 -

-20.0%

-15.0%

-10.0%

-5.0%

0.0%

5.0%

10.0%


Australian Dollar (AUD) Hong Kong Dollar (HKD)

Indian Rupee (INR) Japanese Yen (JPY)

-20.0%

-10.0%

0.0%

10.0%

20.0%

30.0%


Hong Kong^HSI

Japan^N225

Korea^KS11

India^BSESN


Hong Kong 0.39% 1.81% 0.38% 2.11%

India 7.62% 7.74% 8.50% 8.66%

Japan 0.10% 0.41% 0.13% 0.56%

South Korea 1.59% 2.50% 2.64% 3.11%

*USD denominated bonds

1 Year Ago



Current

7.7%

Current M&A Trends:

• The top Asia/Pacific M&A sectors during Q4 2015 included Real Estate, Consumer

Discretionary, and Industrials.

• The Top 3 most active regional buyers/investors in the current quarter by number of

transactions were GCL-Poly Limited (11), Kenedix Real Estate Fund Management, Inc.

(11), and Chengdu Fulin Business Management Co., Ltd. (10).

• The Top 3 most active regional buyers/investors in Q4 2015 by total transaction size

were Hwaseung Enterprise, Spark Infrastructure, and Hastings Funds Management


• Fidelity National Information Services, Inc., a financial services technology company,

acquired SunGard Data Systems Inc., a leading financial software solutions & services

provider, for US$9.9 billion. The transaction value represents a multiple of 16.3x EBITDA

and 3.5x Revenue.

• China Mobile Limited, an investment holding company that provides mobile

telecommunications and related services in Mainland China and Hong Kong, acquired

China TieTong Telecommunications Corporation, a major state-owned basic

telecommunications operator in China, for US$5.3 billion. The transaction value

represents a multiple of 5.0x EBITDA and 1.5x Revenue.

Asia/Pacific

Asian M&A Sees Increased Activity in 2015:

With total deal value at US$254 billion, Q4 2015 saw a 49.9% increase in deal value from Q3 2015. There were 4,873 announced transactions during Q4 2015, representing a 45.3% increase

from Q3 2015. Compared to Q4 2014, deal value increased by 21.4% while deal volume increased 16.9%. During Q4 2015, the average deal size was approximately US$112 million. The


Asia/Pacific M&A Transactions







1.2%

7.4%

1.4%

-0.7%

0.0%

-2.6%

-0.5%


- 6 -

Seale & Associates is a global investment banking firm with extensive experience in

mergers and acquisitions (M&A), corporate finance advisory, and enterprise level strategy

consulting. Our professionals are trusted advisors maintaining a high level of quality and

integrity while presenting innovative ideas and solutions to address our clients’ most

complex dealings. All securities related transactions are cleared through Seale Capital,

Inc., an affiliate company, registered broker dealer and FINRA and SIPC member.

Seale & Associates, Inc.

950 N. Glebe Rd.

Suite 950

Arlington, Virginia 22203

United States

Phone: +1 (703) 294-6770

Fax: +1 (703) 294-6790

www.sealeassociates.com

Washington, D.C. Mexico City, Mexico

Leadership Team

James A. Seale

President

[email protected]

Brett M. Carmel

Senior Managing Director

[email protected]

Robert E. Whitney

Managing Director

[email protected]

Felipe Bueno Viesca

Managing Director – Latin America

[email protected]

Martin B. Cohen

Senior Director

[email protected]

Henry W. Levine

Senior Director

[email protected]

Paul Roessel

Senior Director

[email protected]

John Schauss

Senior Director

[email protected]

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