Entering Overseas Markets- An M&A Overview

Nick HorrocksDirector

尼克 .可勒基斯总监

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Contents

About Clearwater Corporate Finance LLP & IMAP Current M&A Environment Current Issues for overseas M&A Challenges for 2012 Clearwater China Desk China Overview Case Study - India Summary Links to useful websites Appendix

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Current Issues for European M&A

Eurozone Sovereign debt crisis Confidence in economic growth

However Requirement to diversify geographically Access growth markets Mitigate against localised risks Access to talent Develop scale and position quickly Innovation

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Global M&A Challenges for 2012

Macroeconomic conditions, particularly uncertainties in the Eurozone Volatile market conditions in the equity and financial markets Unknown impact of political environment – leadership changes in Europe,

forthcoming Presidential election in the US, and leadership transition in China Protectionist measures may impact deal flows Shareholder pressure and activism an increasing influence Antitrust regulation on the rise – now over 100 merger control regimes across the

globe

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Our Clients Mid-market focused Multi-national groups, private equity-backed companies and

owner-managed companies 500 strategy projects in China 150 M&A transactions in China 500 M&A transactions in the UK

Clearwater China Desk

Our Expertise China and UK focused Strategy and M&A advisory services Sector-focused Transactions valued at between $50m and $500m Largest independent mid-market M&A advisor in the UK 16 years of experience in China

Our People Bicultural partnership with Chinese and UK nationals 65 M&A professionals and strategy consultants in China 40 M&A professionals in the UK

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China Overview

Chinese Inbound M&A “No business is global without exposure to the Chinese market” Overseas groups have traditionally sought a Chinese presence through

representative offices The inbound M&A market has recently been driven by corporate minority

investments and private equity Statistics are limited but it is clear that inbound M&A is growing dramatically as

overseas groups seek Chinese presence Increasingly overseas groups are seeking wholly-owned operations in China in order

to control their activities

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Case StudyUK-based software developer acquires in India

Background

Small deal

Same sector, access to Indian market and development resource

Company has gone from 10% overseas sales to 45% overseas – first acquisition

Owner is vendor and exiting the business

Issues

Time

Tax & structure

Language & culture

Management / leadership

Integration

Commercial history of the business

Personal relationships in local markets

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Links to useful websites

UK Trade & Investment (UKTI) www.ukti.gov.uk

IMAP www.imap.com

Clearwater Corporate Finance LLP www.clearwatercf.com

Office for National Statistics (ONS) www.ons.gov.uk

Institute of Mergers, Acquisitions and Alliances (IMAA) www.imaa-institute.org

InterChina Consulting www.interchinaconsulting.com

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Appendix

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InterChina 2011 Leading Strategy and M&A advisory firm in China

• Our Value• China specialist.• Strategy and M&A advisory• Sector expertise.• Retained 17 years experience.

• Our People• Bicultural partnership.• 60 consultants & advisors.• Chinese, senior, industrial, technical.• Located in China, EU, US offices.

• Strategy Practice• 22 Strategy Projects• Healthcare: 30%• Machinery: 25%• Chemical: 20%• Others: 25%

• M&A- Transaction Practice• 35 Mandates under process. • 5 successful closings in 2011, representing 600

million USD • CEPSA (Petrochemical)• KUO (Petrochemical)• BOBST (Machinery)• AVIC (Aeronautical)• Undisclosed (Chemical)

• In process to closing another 5 transactions.

Nick Horrocks 尼克 .可勒基斯Director 总监Tel: +44 (0)7788 144 475Email: nick.horrocks@clearwatercf.com

www.clearwatercf.com

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