#MIGlobal
Current M&A cycle in historical perspectiveGlobal announced M&A volume, US$ in trillions
Source: Citi, Dealogic
#MIGlobal
North America remains primary driver of M&A activityGlobal announced M&A volume, year-over-year, US$ billions
Source: Citi, Dealogic
Note: Data as of April 12, 2015 , based on target nation/region.
#MIGlobal
Today’s activity is driven by strategic considerations to satisfy
growth agenda
Source: Citi GEOS and FactSet
#MIGlobal
Activist focus remains more strategic
Source: FactSet
#MIGlobal
Activist funds outperformance continues to spur activity
Source: Citi, Hedge Fund Research, Hedge Fund Intelligence, eVestment, SharkWatch
Note: All return and AUM data as of August 11, 2014. Activist fund managers included in return series are Barington,
Crescendo, Elliott, Greenlight, Highland, JANA, Loeb, Marcato, Millennium,
Pershing Square, Raging, Red Mountain, Sandell, Southeastern, TCI, Third Point, and Trian.
#MIGlobal
Corporates are being rewarded for M&A
Source: SDC, FactSet
Note: (1) All deals announced from 2010 to October 2014; excess returns are market- and risk-adjusted
returns on acquiror’s stock from ten days before deal announcement. (2) Acquiror and target growth defined
by prior year’s revenue growth.
#MIGlobal
Value is being created from corporate restructurings
Source: Citi, Dealogic, SDC, Worldscope and FactSet
Note: (1) All non-financial companies in Worldscope; discount calculated based on median firm value-to-sales multiple of
single-segment firms. (2) Excess returns are market- and risk-adjusted returns from ten days before spinoff
announcement until ten days after. (3) Stock appreciation based on a May 2014 “Time to Transform” publication by
Citi’s Financial Strategy and Solutions Group. Spin-off sample includes all deals since 2011.
#MIGlobal
Positive catalysts for the M&A market
Source: Citi Deal Intelligence, Citi Yieldbook, Thomson Reuters, YPO Note: Acquiror outperformance based on
global M&A deals where acquiror is seeking to buy 50%+ of a public target. CEO confidence – an index reading
above 50% indicates a positive outlook; the higher
the number, the more positive the outlook.
#MIGlobal
North America & Western Europe driving activity but Western
Europe still half its pre-crisis sizeGlobal announced M&A volume, US$ billions
Source: Dealogic, Citi
Note: Based on target’s region. Asia/Emerging Markets includes all countries outside of North America and
Western Europe.
#MIGlobal
After 2014 gains, M&A intentions step up as market growth
stabilizes
The vast majority of executives see the global M&A market remaining strong in 2015,
with increased positive sentiment towards dealmaking being driven by the high M&A
activity in 2014.
Source: EY’s 12th Capital Confidence Barometer
#MIGlobal Source: EY’s 12th Capital Confidence Barometer
Strong uptick in deal intentions driven by longer-term growth
strategies
Executives report a strong increase in expectations to pursue an acquisition in 2015;
likelihood of closing deals remains subdued – pointing to a disciplined approach to
M&A.
#MIGlobal Source: EY’s 12th Capital Confidence Barometer
Deal pipelines remain healthy and future deal intentions are
solid...
#MIGlobal
…as growth in larger pipelines is set to continue…
Source: EY’s 12th Capital Confidence Barometer
Note: Respondents were polled on their top five investment destinations; this chart reflects the top
preference for each region.
*Respondents were polled on their top five investment destinations; this chart reflects the top preference for each region.
#MIGlobal Source: EY’s 12th Capital Confidence Barometer
…and executives expect to complete more acquisitions than
last year
The increase in deal completions is driven by companies returning to the M&A market. M&A.
Positive M&A volumes in 2014 encourage confidence to transact.
#MIGlobal Source: EY’s 12th Capital Confidence Barometer
Valuations support continued dealmaking, potential upside
pressures in asset pricing
While currently high valuations may deter some dealmaking, the overall view of stability should
offset any downside risks.
Outside risk of rising valuations in the Eurozone may affect M&A.
#MIGlobal Source: EY’s 12th Capital Confidence Barometer
Valuations support continued dealmaking, potential upside
pressures in asset pricing
Companies are making bolder moves to shift the scope of their business.
#MIGlobal Source: EY’s 12th Capital Confidence Barometer
Valuations support continued dealmaking, potential upside
pressures in asset pricing
The majority of investments are expected in the lower middle market,
continuing the upward trend seen in 2H14.
#MIGlobal
Western Europe to lead cross-border deal flow and Asia-
Pacific to remain attractive
Source: EY’s 12th Capital Confidence Barometer
Note: Respondents were polled on their top five investment destinations; this chart reflects the top preference
for each region.
#MIGlobal
M&A market volumeBig deals represent a record proportion of activity
Source: Thomson Reuters; 2015 annualized as of April 15, 2015, cited by Investment Banking Division,
Goldman Sachs
#MIGlobal
Average weekly M&A12 week rolling average - # of deals announced and announced $ volume
Source: Thomson Reuters. 2Q 2015 volume is calculated based on April 17, 2015 run rate, cited by
Investment Banking Division, Goldman Sachs
#MIGlobal
Quarterly M&A volumes2015 YTD as of April 17
Source: Thomson Reuters. 2Q 2015 volume and percentage change is calculated based on April 17, 2015 run
rate, cited by Investment Banking Division, Goldman Sachs
#MIGlobal
Quarterly M&A volumes2015 YTD as of April 17
Source: Thomson Reuters. 2Q 2015 volume and percentage change is calculated based on April 17, 2015 run
rate, cited by Investment Banking Division, Goldman Sachs
#MIGlobal
Quarterly number of deals2015 YTD as of April 17
Source: Thomson Reuters. 2Q 2015 volume and percentage change is calculated based on April 17, 2015 run
rate, cited by Investment Banking Division, Goldman Sachs
#MIGlobal
Quarterly M&A activity by industry2Q 2015 as of April 17
Source: Thomson Reuters, cited by Investment Banking Division, Goldman Sachs
#MIGlobal
Current activism environment
Source: Thomson, public sources, cited by Investment Banking Division, Goldman Sachs
Note: 1. Includes reported equity assets under management of activists included in the FactSet “SharkWatch 50”; 2.
Includes public campaigns at U.S. companies over $0.5bn market cap as of 31 March 2015.
#MIGlobal
Activism is responsible for much of recent divestiture and
spin-off activity
Source: Thomson Reuters, cited by Investment Banking Division, Goldman Sachs
Note: Divestiture volume includes spin-offs
#MIGlobal
Activism
Source: Activist Insight, Morgan Stanley Research
Note: 1. US Asset Managers: Activists, Strategic M&A and Europe: 3 Catalysts Could Accelerate Alts’ Deployment Activity (Morgan
Stanley, April 2015); 2. Activist Success rate includes activist demands that were either fully or partially satisfied by the target.
#MIGlobal
Activist demands1
In 44% of 13Ds filed since January 2008, the target company ultimately was sold or broken-up2
Source: Activist Insight, Morgan Stanley Research
Note: 1. SPIN-OFFS, POST-BANKRUPTCY EQUITY & VALUE OPPORTUNITIES (Wolfe Research, April
2015); 2. Global M&A Deal-making: Will All the Activity Continue? 27th Annual Tulane Corporate Law Institute
(Credit Suisse, March 2015)
#MIGlobal
Spin-Offs & Divestures
Source: Credit Suisse & Thompson Reuters
Note: SPIN-OFFS, POST-BANKRUPTCY EQUITY & VALUE OPPORTUNITIES (Wolfe Research, April 2015). Note: Relative return
statistics are based on the total return of the company vs. its S&P 1500 sector (equal-weighted); 2. US Asset Managers: Activists,
Strategic M&A and Europe: 3 Catalysts Could Accelerate Alts’ Deployment Activity (Morgan Stanley, April 2015); 3. Global M&A Deal-
making: Will All the Activity Continue? 27th Annual Tulane Corporate Law Institute (Credit Suisse, March 2105)
U.S. volumes include transactions where the target is located in the U.S