Czech Republic M&A Report 2010 http://www.securities.com/dw Table of Contents 1. Overview............................................................................................ 3 2. Top 10 Deals by Deal Value............................................................... 5 3. Deals by Sectors ............................................................................... 6 4. Deals by Country of Investors ............................................................ 7 5. League Tables for Financial Advisors.................................................. 8 6. League Tables for Legal Advisors....................................................... 9 7. Notes and Disclaimer.......................................................................... 10 -2- 1. Overview Deals by Value and Volume in Czech Republic (2007-2010) The M&A market in the Czech Republic continued on a downward trend, with 2010 registering the lowest numbers in the past four years both in terms of volume and value of transactions. A total number of 167 deals involving Czech targets were announced or closed during the year, down from 170 in 2009. 250 200 10,000 8,685 188 204 6,580 8,000 170 167 150 In the absence of very large transactions, the total value of deals dropped by 40% to approximately EUR 2 billion from EUR 3.4 billion in 2009. 6,000 3,431 100 4,000 2,050 50 In terms of deal numbers, Manufacturing was the most attractive sector in 2010 with 41 deals. In terms of total deal value, Telecommunications & IT was the leader with a total deal value of EUR 592 million, while Manufacturing came second with EUR 468 million. 2,000 0 0 2007 2008 Number of deals 2009 2010 Total value of deals (EUR million) The largest deal in 2010 was the sale of broadcasting and telecommunications provider České Radiokomunikace by Mid Europa Partners to Australian Macquarie Group for EUR 574 million. Other significant transactions were the acquisition of a 50% stake in lignite mining company Czech Coal by Czech investor Pavel Tykac for EUR 409 million and the sale of steelworks company Pilsen Steel to Russia's United Pilsen for EUR 126 million. Advisors expect the market to grow in 2011, primarily in the banking, pharmaceuticals and energy sectors. The market is expected to be driven mostly by restructuring deals - multinationals and other conglomerates selling off non-core businesses. Valuation multiples are also expected to rise again. -3- 1. Overview (continued) The M&A market in Czech Republic shows signs of recovery, but 2011 is expected to continue to be difficult due to existing obstacles in bringing transactions to successful closing. One of the drawbacks for M&A is still represented by the increasing price expectations of the sellers. At the same time, the banks' willingness to finance takeovers is unlikely to grow, which will limit the number of very large transactions. The number of privatization deals in 2010 was insignificant, with just two transactions being closed. The state is expected to continue playing a limited role on the M&A market, although there are chances for a few sell-off tenders towards the end of 2011 and in 2012. -4- 2. Top 10 Deals by Deal Value in Czech Republic Top 10 Deals by Deal Value in Czech Republic (2010) Target Company Industry Deal Type Buyer Country of Buyer České Radiokomunikace Telecommunications & IT Acquisition (100%) Macquarie Group Limited Australia 574 Czech Coal Mining (incl. oil & gas) Acquisition (50%) Indoverse Czech Coal Investments Cyprus 409 Pilsen Steel Manufacturing Acquisition (100%) United Pilsen Russia 126 InterContinental Prague Services Acquisition (100%) Westmont Hospitality United States 111 Biocel Paskov Manufacturing Acquisition (75%) Lenzing Austria 88 Avast Services Minority stake purchase Summit Partners 79 Fortuna Entertainment Group Media & Entertainment IPO (35%) United States Czech Republic; Poland Arcelor Mittal Ostrava Manufacturing Minority stake purchase (3.6%) Arcelor Mittal Luxembourg 68 Zentiva IGY shopping centre in Ceske Budejovice Manufacturing Minority stake purchase (3.2%) Sanofi-Aventis France 55 Wholesale & Retail Trade Acquisition (100%) Czech Property Investments Czech Republic 49 -5- Deal Value (EUR m illion) 78 3. Deals by Sectors Number of Deals by Sectors in Czech Republic (2010) Education & Healthcare 3 Transportation & Warehousing 6 Finance & Insurance 3 Construction 6 Food & Beverages 11 Media & Entertainment 13 Share of Sectors from Total Value of Deals in Czech Republic (2010) Media & Entertainment 4.2% Mining (incl. oil & gas) 2 Finance & Insurance 2.8% Construction 0.6% Utilities 0.5% Wholesale & Retail Trade 5.9% Telecom & IT 28.9% Manufacturing 41 Telecom & IT 14 Services 13.4% Services 30 Mining (incl. oil & gas) 20.0% Utilities Wholesale & 17 Retail Trade 21 -6- Manufacturing 22.8% Food & Beverages 0.4% 4. Deals by Country of Investors Share of Cross-border Deals from Total Number of Deals (2010) Cross-border Deals by Country of Investors (2010) Rank Country Cross-border 44% Domestic 56% Share of Cross-border Deals from Total Deal Value (2010) Domestic 14% Cross-border 86% -7- Deal Value Number of (EUR m illion) Deals 1 1 Australia 574 2 Cyprus 409 2 3 United States 199 11 4 Austria 158 8 5 Russia 143 5 6 Luxembourg 68 1 7 France 55 3 8 Poland 15 5 9 United Kingdom 10 3 10 Slovakia 8 5 11 Egypt 8 1 12 Sweden 5 5 13 India 3 2 14 Netherlands 1 2 15 Denmark n.a. 1 16 Finland n.a. 1 17 Germany n.a. 5 18 Gibraltar n.a. 1 19 Norway n.a. 2 20 Portugal n.a. 1 21 Spain n.a. 2 22 Switzerland n.a. 4 5. League Tables for Financial Advisors Top 10 Financial Advisors by Deal Value Rank Company 1 Goldman Sachs Top 10 Financial Advisors by Number of Deals Deal Value Number of (EUR m illion) Deals Rank Company Deal Value Number of (EUR m illion) Deals 574 1 1 Patria Finance 153 15 2 Deloitte 3 3 Seas Capital Partners 409 8 2 Deloitte 409 8 308 1 3 PricewaterhouseCoopers 138 3 4 Patria Finance 5 PricewaterhouseCoopers 153 15 4 Corpin Partners 14 3 138 3 5 KPMG 22 2 6 Lazard 7 Copernicus Securities 57 1 6 Tacoma 2 2 50 1 7 CN Finance 1 2 7 Robert W. Baird & Co. 9 Smith & Williamson 10 KPMG 50 1 8 Corsum Group n.a. 2 28 22 1 8 goetzpartners n.a. 2 2 10 Goldman Sachs 574 1 -8- 6. League Tables for Legal Advisors Top 10 Legal Advisors by Deal Value Rank Company 1 White & Case LLP Top 10 Legal Advisors by Number of Deals Deal Value Number of (EUR m illion) Deals Rank Company Deal Value Number of (EUR m illion) Deals 656 5 1 Havel & Holasek 277 28 2 CMS Group 3 Elig Ortak Avukat Burosu 644 5 2 Weinhold Legal 123 8 308 1 3 White & Case LLP 656 5 3 Esin Law Firm 5 Havel & Holasek 308 1 4 CMS Group 644 5 277 28 5 Baker & McKenzie 28 5 6 Weinhold Legal 7 Clifford Chance LLP 123 8 6 e|n|w|c 26 4 89 2 7 Weil, Gotshal & Manges LLP 75 3 75 3 8 Clifford Chance LLP 89 2 75 1 12 2 57 1 9 Vejmelka Wunsch 10 Kinstellar SCA 51 2 57 1 10 Linklaters 51 2 8 Weil, Gotshal & Manges LLP 9 Binder Grösswang 10 Doralt Seist Csoklich (DSC) 10 Schoenherr -9- 7. Notes and Disclaimer Notes: This document covers the transactions recorded in the DealWatch Database that are fitting the following criteria:. • Geography: Target company located in Czech Republic. • Industry: Sales of non-commercial real-estates (e.g. residential buildings) were excluded. • Deal Status: Announced or closed. • Deal Type: Restructuring deals within one holding (without significant change in shareholder structure) were excluded. • Deal Size: USD 1 million or above. • Announcement Date: 2010. If the deal value is not reported or estimated, it is considered to be zero in calculations. Top deals are selected by announced or estimated deal values. League Tables data is based on DealWatch intelligence and information provided by advisors. In the League Tables we have taken into consideration the deals fitting the criteria described above, however geography was extended for deals with either a buyer, seller or target located in the Czech Republic. Data collection was closed on 11 February 2011. Contacts: Web: http://www.securities.com/dw E-mail: dw@securities.com Disclaimer: The material is based on sources which we believe are reliable, but no warranty, either expressed or implied, is provided in relation to the accuracy or completeness of the information. The views expressed are our best judgment as of the date of issue and are subject to change without notice. Internet Securities Inc. and Euromoney Institutional Investor PLC take no responsibility for decisions made on the basis of these opinions. Any redistribution of this information is strictly prohibited. Copyright © 2011 Internet Securities, Inc.(trading as ISI Emerging Markets), all rights reserved. A Euromoney Institutional Investor company. Picture on Page 4 by: Horia Varlan. -10-